Accountants Professional Indemnity Insurance Policy

Accountants Professional Indemnity Insurance Policy v0517

Pen Underwriting Pty Ltd ABN 89 113 929 516 AFSL 290518 Contents Important Information 1 Definitions 2 1. Insuring Clauses 3 2. Extensions 3 3. Exclusions 5 4. Claims Conditions 7 5. General Conditions 8 Level 9, 60 Edward St Brisbane Qld 4000 GPO Box 541 Brisbane Qld 4001 Level 3, 333 Collins St Melbourne Vic 3000 PO Box 230 Collins St West Vic 8007 Contact Details: Current as at May 2017 BRISBANE P: +61 7 3056 1400 F: +61 7 3056 1477 MELBOURNE P: +61 3 9810 0600 F: +61 3 9810 0650 Level 19, 347 Kent St Sydney NSW 2000 GPO Box 4431 Sydney NSW 2001 SYDNEY P: +61 2 9323 5000 F: +61 2 9323 5077 E: info.au@penunderwriting.com W: www.penunderwriting.com.au

IMPORTANT INFORMATION This Policy This Policy is an important document and should be kept in a safe place. Please read it carefully so that you understand the insurance provided. Your Duty of Disclosure Before you enter into an insurance contract, you have a duty to tell us anything that you know, or could reasonably be expected to know, may affect our decision to insure you and on what terms. You have this duty until we agree to insure you. You have the same duty before you renew, extend, vary or reinstate an insurance contract. You do not need to tell us anything that: reduces the risk we insure you for; or is common knowledge; or we know or should know as an insurer; or we waive your duty to tell us about. If you do not tell us something If you do not tell us anything you are required to, we may cancel your contract or reduce the amount we will pay you if you make a claim, or both. If your failure to tell us is fraudulent, we may refuse to pay a claim and treat the contract as if it never existed. Claims Made Policy This Policy is issued on a claims made and notified basis. This means that the Policy only covers the Insured for claims first made against the Insured during the Period of Insurance and notified to the insurer during the Period of Insurance. Section 40(3) of the Insurance Contracts Act 1984 may provide additional rights at law. That section provides that where the insured gave notice in writing to the insurer of facts that might give rise to a claim against the insured as soon as was reasonably practicable after the insured became aware of those facts but during the period of insurance, the insurer is not relieved of liability under the contract in respect of the claim, when made, by reason only that it was made after the expiration of the period of insurance. Privacy Policy. Where you provide personal information about others, you represent to us that you have made them aware of that disclosure and of our Privacy Policy and that you have obtained their consent. If you do not consent to provide us with the personal information that we request, or withdraw your consent to the use and disclosure of your personal information at any stage, we may not be able to offer you the products or provide the services that you seek. For information about how to access and or correct the personal information we hold about you or if you have any concerns or complaints, ask us for a copy of our Privacy Policy or visit www.penunderwriting.com.au. Complaints Handling If you are dissatisfied with a decision Pen Underwriting makes, our service, the service of others we appoint to discuss insurance matters with you, or a claim settlement, we have an internal dispute resolution process to assist you. For further information, ask for a copy of our Complaints and Disputes Resolution Policy or visit www.penunderwriting.com.au. Further Information Your insurance broker has arranged this insurance on your behalf. If you have any questions or need further information concerning your insurance, you should contact your insurance broker to assist you with your enquiry. You should direct all of your correspondence to us through your insurance broker as he is your agent for this insurance. Retroactive Date This Policy does not provide cover in relation to the provision of the Professional Services or the conduct of the Professional Business prior to the Retroactive Date. Privacy Pen Underwriting handles your personal information with care and in accordance with the Privacy Act 1988 and the Australian Privacy Principles. We collect personal information about you to provide you with insurance and insurance related services. We may disclose your personal information to third parties for the purposes described in our Privacy Policy, including related entities, insurers, reinsurers, agents and service providers, some of whom may be located in the United States of America, United Kingdom and India. By asking us to provide you with insurance and insurance related services, you consent to the collection, use and disclosure (including overseas disclosure) of your personal information for the purposes described in our Page 1

In consideration of the payment of the premium stated in the Schedule, Underwriters are bound, each for his own part and not one for another, to insure in accordance with the terms and conditions contained in or endorsed on the Policy. DEFINITIONS the following definitions apply Claim Costs and Expenses Documents any writ or summons or other form of legal or arbitral process served upon the Insured, or any written or oral demand for compensation received by the Insured which might result in a claim against the Insured. the costs and expenses incurred by or on behalf of the Insured or Underwriters in the investigation, defence or settlement of any Claim and shall include legal costs and disbursements. deeds, wills, agreements, maps, plans, books, letters, policies, certificates, forms and documents of any nature whatsoever, whether written, printed or reproduced by any method including computer records and electronic data material but shall not include bearer bonds or coupons, stamps, bank or currency notes or any other negotiable instrument. Employee any person employed by the Insured under a contract of service or apprenticeship during or prior to commencement of the Period of Cover. Insured the person, persons, partnership, company, corporation or other entity specified as the Insured in the Schedule including their predecessors in business; and any person who is or becomes, during the Period of Cover, a principal, partner, director or Employee of the Insured; and any former principals, partners, directors or Employees of the Insured. Limit of Indemnity Pen Underwriting Period of Cover Professional Business Practice the limit of indemnity under this Policy as specified in the Schedule Pen Underwriting Pty Ltd ABN 89 113 929 516 AFSL 290518. the Period of Cover specified in the Schedule. the business conducted by the Insured, as specified in the Schedule, whereby the Insured pursues their profession and which is conducted under the name specified as the Insured in the Schedule. If the practice should change its name and there be no other change which materially alters the risk, the business will continue to be deemed to be the Professional Business Practice. Policy the Schedule, Insuring Clauses, Extensions, Conditions, Definitions, Exclusions and other terms contained herein; and any endorsement attaching to and forming part of this Policy either at inception or during the Period of Cover; and the Proposal. Premium the premium specified in the Schedule or in any endorsement to the Schedule. Proposal Schedule Self Insured Retention Senior Counsel Subsidiary Underwriters the written proposal made by the Insured to Underwriters containing particulars and statements which, together with other information provided by the Insured, are the basis of this Policy and are considered as incorporated herein. the Schedule and Certificate of Insurance to this Policy issued by Pen Underwriting. the amount of Self Insured Retention as specified in the Schedule, which is exclusive of Costs and Expenses unless stated otherwise. a barrister in active practice who is entitled to use the post-nominals Q.C. or S.C. in any one or more superior court in Australia or New Zealand. any entity which by virtue of any applicable legislation or law is deemed to be a subsidiary of the Insured specified in the Schedule; or any entity over which the Insured specified in the Schedule is in a position to exercise effective direction or control through ownership or control of more than fifty percent (50.00%) of the issued voting shares of such entity. certain Underwriters at Lloyd s and insurers as specified in the Schedule participating in this contract of insurance Page 2

1. INSURING CLAUSES Insuring Clause A - Civil Liability The Underwriters agree to indemnify the Insured against legal liability for any Claim for compensation first made against the Insured during the Period of Cover and which is notified to the Underwriters during the Period of Cover in respect of any civil liability whatsoever and howsoever incurred in the conduct of the Professional Business Practice. Insuring Clause B - Costs and Expenses Underwriters agree to pay, in addition to the Limit of Indemnity, the Costs and Expenses incurred with the written consent of Underwriters in the investigation, defence or settlement of any Claim covered by this Policy. Provided always that if a payment in excess of the amount of indemnity available under this Policy is made to dispose of a Claim, Underwriters liability for such Costs and Expenses incurred with its consent shall be such proportion thereof as the amount of indemnity available under this Policy bears to the amount paid to dispose of the Claim. 2. EXTENSIONS Non-Imputation 2.1. Underwriters agree that where this Policy insures more than one party, any conduct on the part of any party or parties whereby such party or parties failed to comply with any terms or conditions of this Policy then such conduct shall not prejudice the right of the remaining party or parties to indemnity as may be provided by this Policy. Fraud and Dishonesty 2.2. Underwriters agree to provide coverage in respect of any Claim, which would otherwise be excluded by reason of Exclusion 3.2 (Fraud and Dishonesty), provided always that: such coverage shall not be provided to any person committing or condoning any act, omission or breach excluded by reason of Exclusion 3.2 (Fraud and Dishonesty); Underwriters aggregate liability under this Extension for all losses arising from, attributable to or in connection with: (i) loss of money, negotiable instruments, bearer bonds, coupons, or stamps; (ii) fraudulent or dishonest instruction or direction for the purposes of unauthorised transfer, delivery or payment of, or dealing with any money, negotiable instruments, nonnegotiable cheques, bearer bonds, coupons, stamps, securities, land or other property; (iii) unauthorised electronic funds transfers, shall not exceed twenty percent (20%) of the Limit of Indemnity for the Period of Cover. Previous Business 2.3. With respect to those principals, partners and directors forming part of the Insured at the inception date of the Period of Cover, this Policy shall have effect as if after the words in the conduct of the Professional Business Practice in Insuring Clause A there were inserted the words or in the conduct of any business conducted by any of the Insured in their professional capacity as specified in the Schedule before they joined the Insured. 2.4. With respect to any principals, partners and directors who may become part of the Insured at any time during the Period of Cover, this Policy shall have effect as stated in this extension upon full information being given to and accepted by the Underwriters and any reasonable additional premium required being paid to the Underwriters. Outgoing Principals 2.5. Underwriters agree to provide coverage in respect of any Claim made during the Period of Cover against any former principal, partner, director or Employee of the Insured for any civil liability incurred on the part of such person in the conduct of the Professional Business Practice. Loss of Documents 2.6. Underwriters agree to provide coverage in respect of any Documents (including but not limited to Documents which are the property of the Insured) which have been destroyed, damaged, lost or mislaid and, after diligent search, cannot be found. Provided always that: the discovery of such loss of Documents occurred during the Period of Cover and was notified in writing to Underwriters within twentyeight (28) days after the date of such discovery; and such coverage shall be limited to the costs, charges and expenses of whatsoever nature incurred by the insured in replacing and/or restoring such Documents; and any Claim for such costs, charges and expenses shall be supported by bills and/or accounts which shall be subject to approval by a competent person nominated by Underwriters with the approval of the Insured; and Page 3

(d) (e) such coverage shall be limited to the loss of any Documents: (i) which were in the physical custody or control of the Insured or any other person to whom the Insured entrusted, lodged or deposited such Documents in the ordinary course of business; and (ii) which occurred within the territorial limits of the Commonwealth of Australia or the Dominion of New Zealand; and Underwriters aggregate liability for all losses under this extension shall not exceed the Limit of Indemnity for the Period of Cover; and the Self Insured Retention shall be $500 each claim. Consultants, Sub-Contractors and Agents 2.7. Underwriters agree to provide coverage in respect of any Claim made during the Period of Cover against the Insured for any civil liability incurred on the part of any consultant, sub-contractor or agent for whose actions the Insured is legally liable. Coverage shall not extend to any such consultant, sub-contractor or agent. Estates and Legal Representatives 2.8. Underwriters agree to provide coverage to the estate, heirs, legal representatives or assigns of an Insured in the event of the death or incapacity of such Insured. Provided always that such persons shall observe and be subject to all the terms of this Policy insofar as they can apply. Costs of Official Inquiries 2.9. Underwriters agree to indemnify the Insured for the costs incurred by Underwriters, or the reasonable costs incurred by the Insured with Underwriters written consent, of the Insured s legal representation at any inquiry or hearing held before a court, tribunal or legally constituted industry or professional board (including any coronial inquiry, any investigation or hearing under any accountant s registration and/or licensing legislation, any proceeding or prosecution in respect to alleged breaches of auditing standards issued by the Auditing and Assurance Standards Board as a legislative instrument under the Corporations Act 2001, or any inquiry under the disciplinary rules of a professional association of which the Insured is a member) or other similar process relating to or connected with the affairs of the Professional Business Practice, which the Insured is legally compelled to attend. Provided always that: (d) the inquiry or hearing is ordered or commissioned during the Period of Cover; and Underwriters shall be entitled to nominate lawyers to represent the Insured; and the Insured notified Underwriters in writing within the Period of Cover and within 28 days of having received notice of the inquiry or hearing; and indemnity under this Extension is subject to Exclusion 3.2 (Fraud and Dishonesty); and (e) Underwriters aggregate liability for all costs payable under this Extension shall not exceed the amount stated in the Schedule for the Period of Cover. Fidelity 2.10. If a limit of liability for fidelity is specified in the Schedule, notwithstanding Exclusion 3.2 (Dishonesty) Underwriters agree to indemnify the Insured for any loss of money, negotiable instruments, bearer bonds, coupons or stamps in the Insured s care, custody or control which belong to the Insured or for which the Insured is legally responsible, which the Insured sustains as a result of any dishonest or fraudulent act of any of the Insured s Employees and committed in the conduct of the Insured s Professional Business Practice. Provided that: (d) (e) (f) there is no indemnity for any person committing or condoning the dishonest or fraudulent act; and the Insured first discovered the loss during the Period of Cover; and the Insured notified Underwriters in writing within the Period of Cover and within 28 days of having reasonable cause for suspicion of a loss or discovery of a loss; and there is no indemnity under this Extension for loss sustained by the Insured as a result of any act committed after the date on which the Insured first discovers, or has reasonable cause for suspicion of dishonesty or fraud on the part of the Employee concerned; and the Insured agrees to provide all information and assistance that Underwriters request in order to recover from the Employee or the Employee s estate; and Underwriters aggregate liability for all losses under this Extension shall not exceed the amount stated in the Schedule for the Period of Cover. Page 4

Joint Venture Liability 2.11. Underwriters agree to indemnify the Insured under the Insuring Clauses for the Insured s proportion of liability resulting from the Insured s participation in any joint venture in the conduct of the Professional Business, provided that the Insured s income from the joint venture has been declared to Underwriters and assessed for the purposes of calculating Premium. Continuous Cover 2.12. Notwithstanding Exclusion 3.1 (Prior or Pending), Underwriters agree to indemnify the Insured under the Insuring Clauses for any Claim first made against the Insured during the Period of Cover arising from circumstances of which the Insured was aware prior to the Period of Cover provided that: Underwriters were the Insured s professional indemnity insurer at the time that the Insured first became aware of such circumstances and Underwriters have continued without interruption to be the Insured s professional indemnity insurer; there is an absence of fraudulent nondisclosure; and the Limit of Indemnity under this Extension shall be the lesser available under the terms of the Policy in force at the time that the Insured first became aware of the circumstances and this Policy. The terms of this Policy shall otherwise apply. Run-Off Cover 2.13. Underwriters agree that, where the Insured specified in the Schedule is an entity and that entity ceases to exist or operate or is consolidated with, merged into or acquired by any other entity then the coverage provided to any Insured under this Policy with respect to that entity shall continue until the expiry of the Period of Cover, but only in respect to the conduct of the Professional Business Practice prior to the date that the entity ceased to exist or operate or was consolidated with, merged into or acquired by any other entity. Compensatory Orders 2.14. Underwriters agree to indemnify the Insured under the Insuring Clauses for compensation ordered to be paid by the Insured under statute, where the Insured is found to have contravened a civil penalty provision. Court Attendance Costs 2.15. Underwriters agree to indemnify the Insured for the cost of attendance at Court or an Inquiry by any Insured as a witness, where such attendance is required by the Insured s legal advisers, in respect of any Claim or Inquiry indemnified under this Policy provided that: such indemnity shall be limited to $500 per day or part day for any Principal and $250 per day or part day for any Employee; and Underwriters aggregate liability to indemnify the Insured under this Automatic Extension shall not exceed $100,000 for the Period of Cover. Public Relations Costs 2.16. Underwriters agree to extend the definition of Costs and Expenses to include the public relations expenses of the Insured incurred with the prior written consent of Underwriters in the design and implementation of a publicity campaign to prevent or mitigate damage to the reputation of the Insured arising from a covered Claim against that Insured provided that Underwriters aggregate liability to indemnify the Insured under this Extension shall not exceed $50,000 for the Period of Cover. 3. EXCLUSIONS Underwriters shall not be liable under this Policy to provide indemnity in respect of any loss or any Claim against the Insured: Prior or Pending 3.1. in respect of or in any way relating to facts or circumstances existing prior to or at inception of this Policy and which the Insured knew or ought reasonably to have known might give rise to a Claim or a request for payment under this insurance, or any matter the subject of any Claim fact or circumstance referred to in the proposal form irrespective of how that reference is expressed, or any Claim or circumstance notified under any other contract of insurance prior to the Period of Cover irrespective of how the Claim fact or circumstance was notified. Fraud and Dishonesty 3.2. directly or indirectly based upon, attributable to, or in consequence of: any actual or alleged dishonest, fraudulent, criminal, or malicious act or omission of any Insured or their consultants, sub-contractors, or agents; or any act or omission of any Insured or their consultants, sub-contractors, or agents committed or alleged to have been committed with a reckless disregard for the consequences thereof; or wilful breach of any statute, contract or duty by any Insured or their consultants, sub-contractors or agents, Page 5

provided that this Exclusion 3.2 shall not apply to any actual or alleged breach by the Insured of auditing standards issued by the Auditing and Assurance Standards Board as a legislative instrument under the Corporations Act 2001, unless such breach was fraudulent, malicious, or wilful or committed with a reckless disregard for the consequences thereof. Assumed Duty or Obligation 3.3. directly or indirectly based upon, attributable to, or in consequence of any duty or obligation assumed by the Insured which is not assumed in the normal conduct of the Insured s Professional Business Practice. Trading Debts 3.4. directly or indirectly based upon, attributable to, or in consequence of any trading debt incurred by the Insured or any guarantee given by the Insured for a debt, other than a debt incurred in the capacity of Liquidator, Manager or Receiver. Related or Associated Entities 3.5. brought or maintained by or on behalf of: any Insured or any Subsidiary of the Insured; or any person who, at the time of the act, error or omission giving rise to the Claim, is a Family Member unless such person is acting without any prior direct or indirect solicitation or co-operation of any Insured. For the purpose of this Exclusion, Family Member means: any spouse, or domestic partner; any parent, or parent of the spouse, or domestic partner; or any sibling or child of the Insured who permanently resides with the Insured. Obligation to Employees 3.6. directly or indirectly based upon, attributable to, or in consequence of bodily injury, mental injury, sickness, disease or death of any Employee of the Insured or damage to or destruction of any property of any Employee, including loss of use, arising out of, or in the course of, their employment. Bodily Injury and Property Damage 3.7. directly or indirectly based upon, attributable to, or in consequence of: bodily injury, sickness, disease or death of any person, however this Exclusion shall not apply to mental injury, mental anguish, nervous shock or emotional distress not associated with bodily injury; physical loss of, damage to, or destruction of, any tangible property (other than documents), including loss of use thereof or any consequential loss. However this Exclusion does not apply in respect of such liability arising out of the exercise and conduct of the professional business conducted by the Insured in connection with the Professional Business Practice. Fines and Penalties 3.8. for punitive, aggravated, multiple or exemplary damages, or fines or penalties imposed by law, provided that this Exclusion does not apply to orders for the payment of compensation made under statute. Nuclear 3.9. directly or indirectly based upon, attributable to, or in consequence of ionising radiation or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of any nuclear fuel. War and Terrorism 3.10. directly or indirectly caused by, resulting from, or in connection with, any of the following regardless of any other cause or event contributing concurrently or in any other sequence to the loss or Claim:- war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power; or confiscation or nationalisation or requisition or destruction of or damage to property by or under the order of any government or public or local authority; or any act of terrorism. For the purpose of this Exclusion, an act of terrorism shall mean an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organisation(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear. This Exclusion also excludes loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any action taken Page 6

in controlling, preventing, suppressing or in any way relating to the above. In the event that any portion of this Exclusion is found to be invalid or unenforceable, the remainder shall remain in full force and effect. Asbestos 3.11. arising directly or indirectly out of, resulting from or in consequence of or in any way involving asbestos or any materials containing asbestos in whatever form or quantity. Conflict of Interest 3.12. arising directly or indirectly out of, resulting from or in consequence of a failure by an Insured to give written disclosure of any conflict of interest, or entitlement to receive a commission, fee or other benefit from a third party in the conduct of the Professional Business Practice. Retroactive Date 3.13. the conduct of the Professional Business Practice prior to the Retroactive Date stated in the Schedule. Sanctions Underwriters shall not be deemed to provide cover and shall not be liable to pay any Claim or provide any benefit to the extent that the provision of such cover, payment of such Claim or provision of such benefit would expose Underwriters to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, Commonwealth of Australia, United Kingdom or United States of America. 4. CLAIMS CONDITIONS Reporting and Notice 4.1. The Insured shall give to Underwriters written notice as soon as practicable of any Claim made against the Insured. Such written notice is to be given to Underwriters during the Period of Cover. Notice of any Claim shall be given in writing to Underwriters, and delivered to Pen Underwriting at the address stated in the Schedule. Any notice so given shall constitute good notice to the Underwriters. Defence and Settlement 4.2. The Insured agrees not to settle any Claim, incur any Costs and Expenses, make any admission, offer or payment or otherwise assume any contractual obligation with respect to any Claim without Underwriters written consent, such consent not to be unreasonably withheld. Underwriters shall not be liable for any settlement, Costs and Expenses, admission, offer or payment, or assumed obligation to which it has not consented. 4.3. Underwriters shall be entitled at any time to conduct, in the name of the Insured, the defence or settlement of any Claim. Underwriters may, if they believe that any Claim will not exceed the Self Insured Retention, instruct the Insured to conduct the defence of the Claim. In such situation, Underwriters will reimburse the Insured for all reasonable Costs and Expenses in the defence of the claim in the event that any payment made to dispose of the claim exceeds the Self Insured Retention. Insured s Right to Contest 4.4. In the event that Underwriters recommend settlement in respect of any Claim and the Insured does not agree that such Claim should be settled, then the Insured may elect to contest such Claim. Provided always that Underwriters liability in connection with such Claim shall not exceed the amount for which the claim could have been so settled plus the Costs and Expenses incurred with Underwriters written consent up to the date of such election. Senior Counsel Clause 4.5. Underwriters shall not require the Insured to contest any Claim unless a Senior Counsel (to be mutually agreed upon by the Insured and Underwriters) shall advise that such Claim should be contested. In formulating such advice, Senior Counsel shall take into consideration the economics of the matter, the damages and costs which are likely to be recovered by the plaintiff, the likely Costs and Expenses and the prospects of the Insured successfully defending the Claim. The cost of such Senior Counsel s opinion shall be regarded as part of the Costs and Expenses. Claims Mitigation and Co-Operation 4.6. The Insured shall use due diligence and do and concur in doing all things reasonably practicable to avoid or diminish any liability hereunder. 4.7. The Insured shall frankly and honestly disclose to Underwriters all relevant information and, in addition, shall provide such assistance to Underwriters as they may require to investigate and to defend any Claim under this Policy and/or to enable Underwriters to determine their liability under this Policy. 4.8. Other than Costs and Expenses incurred to enable Underwriters to determine their liability under this Policy, compliance with this Condition shall be at the Insured s own costs, unless otherwise agreed in writing by Underwriters. Subrogation 4.9. In the event of any payment under this Policy, Underwriters shall be subrogated to the extent of such payment to all the Insured s rights of recovery, and the Insured shall execute all documents Page 7

required and shall do everything necessary to secure and preserve such rights, including the execution of documents necessary to enable Underwriters effectively to bring suit in the name of the Insured. 5. GENERAL CONDITIONS Limit of Indemnity 5.1. Underwriters total liability is provided jointly to all parties constituting the Insured (as defined herein) and for all purposes the cover under this Policy shall be considered as joint for all parties with a single limit of indemnity as specified in the Schedule unless otherwise stated. The total amount payable by the Underwriter under this Policy in respect of or arising out of any one claim and in the aggregate in respect of all claims during any one period of insurance shall not exceed such Limit of Indemnity. 5.2. Subject to the provisions of Insuring Clause B of this Policy, Underwriters will pay, in addition to the Limit of Indemnity, the Costs and Expenses incurred in the investigation, defence or settlement of any Claim. Reinstatement of Limit of Indemnity 5.3. Underwriters agree that the amount of the reduction in the aggregate Limit of Indemnity stated in the Schedule on account of any payment(s) of any claim(s) or losses under this Policy shall be continually reinstated without payment of additional premium, but such reinstatement amounts shall apply only in excess of the total aggregate indemnity effective under applicable policies in excess of this insurance, AND only in respect of payments which are totally unrelated to the payment(s) that gave rise to such reduction. 5.4. Furthermore, the liability of the Underwriters for loss or damage or Costs and Expenses in respect of any one claim or series of claims made against the Insured for loss or series of losses arising out of or attributable to: the same originating cause; or the dishonest or fraudulent acts or omissions of one or more persons acting together or in which such person(s) is/are concerned or implicated,, shall not exceed the Limit of Indemnity stated in the Schedule plus Costs and Expenses as provided by the Policy. Self Insured Retention 5.5. In respect of each Claim made against the Insured the amount of the Self Insured Retention shall be borne by the Insured at their own risk and Underwriters shall be liable to indemnify the Insured only for that part of any Claim which is in excess of the Self Insured Retention. The Self Insured Retention shall be exclusive of Costs and Expenses, unless stated otherwise in the Schedule. 5.6. Where the Self Insured Retention is inclusive of costs and Expenses, the amount of the Self Insured Retention is net of any GST payable in respect of Costs and Expenses. 5.7. Where Underwriters have elected to pay all or part of the Self Insured Retention in respect of any Claim, the Insured shall, within seven (7) days from demand, reimburse Underwriters for such payment. 5.8. In respect of any Claim where the amount of the Claim is less than the amount of the Self Insured Retention, the Insured shall bear all Costs and Expenses associated therewith unless Underwriters shall have agreed to meet such Costs and Expenses pursuant to Insuring Clause B. 5.9. Any Costs and Expenses incurred by Underwriters to determine whether Underwriters have a liability to indemnify the Insured under this Policy shall not be subject to the Self Insured Retention but shall be borne by Underwriters. Multiple Claims 5.10. All causally connected or interrelated acts, errors or omissions shall jointly constitute a single act, error or omission under this Policy. 5.11. Where a single act, error or omission gives rise to more than one Claim, all such Claims shall jointly constitute one Claim under the Policy, and only one Self Insured Retention shall be applicable in respect of such Claim. Alteration to Risk 5.12. The Insured shall give to Underwriters written notice as soon as practicable of any material alteration to the risk during the Period of Cover including: the Insured going into voluntary bankruptcy, receivership or liquidation or the Insured failing to pay debts or breaching any other obligation giving rise to the appointment of a receiver or bankruptcy or winding-up proceedings; any material change in the nature of the professional services offered by the Insured. Territorial Limitations 5.13. Unless a different Territorial Limit is shown in the Schedule, the coverage provided under this Policy shall extend to civil liability incurred anywhere in the world. Page 8

Legal Action 5.14. The coverage provided under this Policy shall extend to any Claim brought in a court of law anywhere in the world. Assignment of Interest 5.15. No change in or modification of, or assignment of interest under this Policy shall be effective except when made by written endorsement to this Policy and signed and authorised by the Underwriters. GST 5.16. The Premium includes an amount for GST. 5.17. Underwriters liability to indemnify the Insured under this Policy is calculated less any Input Tax Credit to which the Insured is entitled for any relevant Acquisition, or to which the Insured would have been entitled had it made a relevant Acquisition. The Insured must inform Underwriters of the extent to which it is entitled to an Input Tax Credit for that GST amount each time that it notifies a Claim under this Policy, and any GST liability arising from the Insured s provision of incorrect advice is payable by the Insured. 5.18. For the purposes of this Policy, GST, Input Tax Credit and Acquisition have the meaning given to those words in A New Tax System (Goods and Services Tax) Act 1999. Payment of Premium 5.19. Indemnity under this Policy is in consideration of the payment of the Premium. The Premium shall be paid within forty-five days of inception of this Policy. Cancellation 5.20. Underwriters may cancel this Policy at their discretion in accordance with the provisions of the Insurance Contracts Act 1984. 5.21. The Insured may cancel this Policy at any time in writing to Pen Underwriting at the address shown on this Policy. 5.22. In the event of cancellation, Underwriters will allow a refund of Premium calculated in accordance with Pen Underwriting s short term cancellation rates for the unexpired Period of Cover, subject to Pen Underwriting and Underwriters retaining a minimum amount of thirty percent (30%) of the Premium plus Pen Underwriting s fee and commission, which shall be deemed fully earned at Policy inception. 5.23. Where any fact or circumstance, Claim or loss has been notified under this Policy, the Premium shall be deemed fully earned. Policy Interpretation 5.24. Paragraph titles in this Policy are for descriptive purposes only and do not form part of this Policy for the purposes of its construction or interpretation. 5.25. In this Policy, the singular includes the plural and vice versa. Governing Law 5.26. This Policy will be construed in accordance with the laws of Australia and the State in which this Policy was issued. Any disputes relating to interpretation will be submitted to the exclusive jurisdiction of the Courts of Australia. Page 9