EXHIBIT 5

Case 1:22-cv-23507-RKA Document 1-5 Entered on FLSD Docket 10/27/2022 Page 1 of 53
COMMERCIAL POLICY

IL-PJ-WIC 0414

877-528-7878

800 SUPERIOR AVENUE EAST, 21ST FLOOR

CLEVELAND, OH 44114

Wesco Insurance Company 

INSURANCE IS PROVIDED BY

THE COMPANY DESIGNATED ON THE

DECLARATIONS PAGE

(A Stock Insurance Company)

THIS POLICY CONSISTS OF:

-- DECLARATIONS

-- COMMON POLICY CONDITIONS

-- ONE OR MORE COVERAGE PARTS, and

-- APPLICABLE FORMS AND ENDORSEMENTS

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ILSIGDECFL 1015

Read Your Policy Carefully

This policy is a legal contract between you and us. The information on this page is not the insurance contract and only 

the actual policy provisions will control. The policy sets forth in detail the rights and obligations of both you and us. It is 

therefore important that you read your policy carefully.

We will provide the insurance described in this policy in return for the premium and compliance with all applicable 

provisions of the policy.

This policy is signed by the President and Secretary of _________________________________________________

and, if required by State law, this policy shall not be valid unless countersigned on the Declaration page by its 

authorized representative. 

Wesco Insurance Company President Secretary

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1

PL-FI-DEC 0414

AMTRUST FI Advantage

Policy No.

(A Stock Insurance Company, herein called the Insurer)

DECLARATIONS PAGE

This is a claims-made policy. Defense Expenses are included within the Limit of Liability. Amounts incurred 

as Defense Expenses will reduce the Limit of Liability available to pay judgments or settlements. Please read 

this Policy carefully!

Item 1: (a)

(b) Subsidiaries: See Schedule of Subsidiaries

Item 2: Policy Period: From: To:

12:01 A.M. local time at the principal address stated in Item 1 above.

Item 3: Policy Year Aggregate Limit of Liability:

Item 4: Coverage Elections, Limit of Liability, Retentions, and Premium:

*Only those Coverage Parts and Insuring Agreements designated with an “X” below are covered 

under this Policy.

Coverage Part/Insuring

Agreement “X”

(a)

Sublimit of

Liability

(b)

Separate Limit 

of Liability

(c)

Single Limit 

of Liability

(d)

 Retention

(e)

Annual

Premium

Directors & Officers Liability

A. Insured Persons Liability

B. Company Indemnification

C.1. Company Liability

2. Investigation Expense

Professional Liability

A. Lender Liability

B. Professional Services

IRA/Keogh & HSA Wrongful

Acts

C. Trust Services

WDO1809368 02 Wesco Insurance Company IRA Financial Group, LLC.

1691 Michigan Avenue, Ste 415

Miami Beach, FL 33139

3/3/2021 3/3/2022 $5,000,000 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A X N/A N/A N/A N/A N/A N/A N/A N/A N/A $5,000,000 N/A Redacted Redacted

Case 1:22-cv-23507-RKA Document 1-5 Entered on FLSD Docket 10/27/2022 Page 6 of 53
2

PL-FI-DEC 0414

Item 4: (con’t)

Coverage Part “X”

(a)

Sublimit of

Liability

(b)

Separate 

Limit of 

Liability

(c)

Single Limit 

of Liability

(d)

Retention

(e)

Annual

Premium

Employment Practices Liability

A. Employment Practices

Liability

B. Third Party Liability

Fiduciary Liability

A. Fiduciary Liability

B. Voluntary Settlement

Program

C. HIPAA Civil Money Penalties

Network Security and Privacy

Liability

A. Network Security and Privacy

Liability

B. Media Communications

Liability

C. Regulatory Defense and

Penalties

II.A. Crisis Mitigation Expense

II.B. Cyber Extortion Threat

II.C. Business Interruption

* _____ hour Waiting Period for Business Interruption for Insuring Agreement II.C. Annual Premium:

Taxes & Surcharges:

 Total Amount Due:

Item 5: Prior and Pending Litigation and Retroactive Date(s):

Coverage Part

(a) Pending and

Prior Litigation

Date

(b) Retroactive 

Coverage Date

Directors and Officers Liability

A. Insured Persons Liability

 B. Company Indemnification

C. Company Liability

D. Investigation Expense

Professional Liability

A. Lender Liability

B. Professional Services

C. Trust Services

Employment Practices Liability

A. Employment Practices Liability

B. Third Party Liability

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 0

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 3/3/2019 3/3/2014 N/A N/A N/A N/A N/A N/A

Redacted

Case 1:22-cv-23507-RKA Document 1-5 Entered on FLSD Docket 10/27/2022 Page 7 of 53
3

PL-FI-DEC 0414

Fiduciary Liability

A. Fiduciary Liability

Network Security and Privacy Liability

A. Network Security and Privacy Liability

B. Media Communications Liability

C. Regulatory Defense and Penalties

Item 6: Extended Reporting Period (ERP):

(a) Percentage of Annual Premium: 

(b) ERP Term:

% 

days

Applicable only if exercised in accordance with Section IX of the General Terms & Conditions Applicable to

All Coverage Parts, entitled Extended Reporting Period. 

Item 7: Endorsements attached at issuance: Refer to attached Endorsement Schedule 

The Parent Company, by the acceptance of this Policy, gives notice to the Insurer cancelling any prior Policy

issued, and such cancellation shall be effective as of the time this Policy becomes effective.

Item 8: All notices required to be given to the Insurer shall be sent by registered mail, email or fax to: 

AmTrust Claims Director

AmTrust Financial Group 

135 S. LaSalle Street; Suite 1925

Chicago, IL 60603 

Email: anaclaimsreporting@amtrustgroup.com

Fax: 312-781-0423

In witness whereof, this Declarations Page is to be signed by a duly authorized representative of the Insurer.

Date: Signature:

Authorized Representative 

N/A N/A N/A N/A N/A N/A N/A N/A 150 365 3/3/2021

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PL990278 0414 Page 2 of 2 

This endorsement is attached to and forms a part of Policy No. WDO1809368 02 effective 3/3/2021. 

ENDORSEMENT SCHEDULE 

PL9901280915 DISCLOSURE PURSUANT TO THE TERRORISM RISK INSURANCE 

ACT

PL9901580414 GENERAL TERMS AND CONDITIONS

PL9901630414 PROFESSIONAL LIABILITY COVERAGE PART

PL990170FL0414 FLORIDA AMENDATORY ENDORSEMENT

PL9901850414 NON-CANCELLATION ENDORSEMENT

PL9902190414 LIABILITY MODIFICATION - SPECIFIED PROFESSIONAL SERVICES 

ENDORSEMENT

PL9902210414 ADDITIONAL INSURED ENDORSEMENT

PL9902710915 EXCLUSION OF CERTIFIED ACTS OF TERRORISM

PL9911781020 CYBER LIABILITY EXCLUSION

Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, 

agreements or limitations of the Policy other than as above stated.

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PN990158 0518

AMTRUST FI ADVANTAGE

KEEP THIS NOTICE WITH YOUR INSURANCE PAPERS

In the event you need to contact someone about this insurance for any reason, please contact your agent. If no 

agent was involved in the sale of this insurance, or if you have additional questions, you may contact the insurance 

company at the address and/or telephone number below.

AmTrust North America

Attention: Financial Institution Division

800 Superior Avenue • 21st Floor • Cleveland, OH, 44114

Telephone: 866.327.6904 • Fax: 216.328.6251

Website: www.amtrustnorthamerica/financial-institutions.com

Written correspondence is preferable so that a record of your inquiry is maintained. When contacting your agent

or the insurance company, have your policy number available.

AmTrust Claims Service

AmTrust’s claims staff has an average of 20+ years of experience and provides effective management of claims. 

Benefits for our customers include a 24/7 centralized call center staffed by special claims operators; prompt payout 

to injured employees, medical providers and others, return-to-work options initiated through a joint effort, adjusters 

specialized by claim types, field adjusters to provide direct assistance at loss locations and a highly qualified panel 

of defense attorneys. 

Information Required for All Claims Reported 

• Description of accident or incident 

• Name, phone and/or email of person making the 

report 

Additional Information Required for Specific Claim 

Types 

• For Workers’ Compensation 

o MUST have the injured employee’s social 

security number as it is required by law 

o Description of injury 

• For Property Claims 

o Physical address of the loss 

o If more than one building on property, must 

have specific building(s) involved 

o Type of loss, i.e., fire, theft, etc. 

o Description of loss or damage 

• For Motor Vehicle (Auto) Claims 

o Name, address and contact information of ALL 

parties involved 

o Make, model and VIN of the insured vehicle 

o Make, model of all other vehicles involved 

o Current location of all vehicles 

o Name and contact information for each driver 

and all passengers 

o Name and contact information for any known 

witnesses 

• For General Liability Claims 

o Physical address of where the loss occurred 

o Name, address and contact information for all 

persons claiming injury or damage 

o Name, contact information for any known 

witnesses 

Professional Liability Lines and Financial Institution Bond

First Report of Claim:

Phone: 877.207.3119, option 3

Fax: 312.781.0423

Email: prolinesclaims@amtrustgroup.com

Claims Status: 888.239.3909

Workers’ Compensation (All States Except Florida), Property, Auto, 

Inland Marine, General Liability and Umbrella (ALL STATES) Florida Workers’ Comp Only

First Report of Claim: First Report of Claim:

Phone: 866.272.9267 Phone: 888.225.2442

Fax: 877.669.9140 Fax: 561.241.3257

Email: amtrustclaims@qrm-inc.com Email: flclaims@amtrustgroup.com

Claims Status: 888.239.3909 Claims Status: 888.239.390

Website: https://amtrustgroup.com/small-business-insurance/claims/claim-center/report-claim 

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PN990258 1020 Page 1 of 1

CYBER LIABILITY EXCLUSION

POLICYHOLDER NOTICE

This notice does NOT form a part of your insurance contract. No coverage is provided by this summary nor can it be 

construed to replace any provisions of your policy (including its endorsements). This notice is designed to alert you 

to coverage changes when the following exclusionary endorsement is attached to your policy. You should read your 

policy and review your Declarations Page for complete information on the coverages you are provided. If there is any 

conflict between the policy (including its endorsements) and this summary, THE PROVISIONS OF THE POLICY 

SHALL PREVAIL.

Your commercial liability policy is issued with a Cyber Liability Exclusion Endorsement.

SUMMARY

Cyber Liability Exclusion

When the Cyber Liability Exclusion endorsement is attached to your policy, coverage is excluded for liability arising 

out of:

• any access, disclosure or misuse of protected information

• violation of legal statute(s) regarding protected information

• interruption, outage, inability to access, compromise of, or corruption of computer systems or any data

• trading losses, trading liabilities or change in value of accounts

• loss, transfer or theft of monies, securities, or tangible property to, from, or in the care, custody or control of, 

the Insured

The attachment of this endorsement may result in a reduction of coverage.

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PL990128 0915 Includes Copyrighted Material of Insurance Services Office, Inc., 

Used with its permission

Page 1 of 1

This endorsement is attached to and forms a part of Policy No. effective

THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF “YOUR” POLICY IN 

RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK 

INSURANCE ACT. THIS NOTICE DOES NOT GRANT ANY COVERAGE OR CHANGE THE 

TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY.

DISCLOSURE PURSUANT TO TERRORISM RISK 

INSURANCE ACT

SCHEDULE

 Terrorism Premium (Certified Acts) 

This premium is the total Certified Acts premium attributable to the following coverages. 

Federal share of terrorism losses % Year:

(Refer to Paragraph B. in this endorsement.)

Federal share of terrorism losses % Year:

(Refer to Paragraph B. in this endorsement.)

Information required to complete this Schedule, if not shown above, will be shown in the Declarations

A. Disclosure Of Premium

In accordance with the federal Terrorism Risk Insurance Act, “we” are required to provide “you” with a notice 

disclosing the portion of “your” premium, if any, attributable to coverage for terrorist acts certified under that 

Act. The portion of “your” premium attributable to such coverage is shown in the Schedule of this 

endorsement or in the Declarations. 

B. Disclosure Of Federal Participation In Payment Of Terrorism Losses

The United States Government, Department of the Treasury, will pay a share of terrorism losses insured 

under the federal program. The federal share equals a percentage (as shown in the Schedule of this 

endorsement or in the policy Declarations) of that portion of the amount of such insured losses that exceeds 

the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified 

under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year, the Treasury shall not make 

any payment for any portion of the amount of such losses that exceeds $100 billion.

C. Cap On Insurer Participation In Payment Of Terrorism Losses

If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act 

exceed $100 billion in a calendar year and “we” have met “our” insurer deductible under the Terrorism Risk 

Insurance Act, “we” shall not be liable for the payment of any portion of the amount of such losses that 

exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in 

accordance with procedures established by the Secretary of the Treasury.

D. For the purpose of this endorsement the following definitions are added:

1. the term “we” and “our” refers to the Insurance Company providing coverage.

2. the term “you” and “your” refers to the insured entity named in the Declarations Page.

WDO1809368 02 3/3/2021 Certified Acts Not Covered

Certified Acts Not Covered

80 21 79 22

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PL990158 0414 Page 1 

AMTRUST FI Advantage

 Policy No. 

(A Stock Insurance Company, herein called the Insurer) 

FINANCIAL INSTITUTION

GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL COVERAGE PARTS

This is a claims-made policy. Defense Expenses are included within the Limit of Liability. 

Amounts incurred as Defense Expenses will reduce the Limit of Liability available to pay 

judgments or settlements. Please read this Policy carefully!

In consideration of the premium paid and in reliance upon all statements made and information contained in the 

Declarations Page and Application, the Insurer and the Insureds agree that coverage will be provided subject 

to all of the terms, conditions and limitations of this Policy, as follows:

SECTION I – GENERAL INFORMATION

These General Terms and Conditions apply to all Coverage Parts made a part of this Policy. Unless otherwise 

stated to the contrary, the terms and conditions of each Coverage Part apply only to that particular Coverage 

Part. If any provision in these General Terms and Conditions is inconsistent or in conflict with the terms and 

conditions of any particular Coverage Part, the terms, conditions, and limitations for that particular Coverage 

Part shall apply.

SECTION II – DEFINITIONS

Whenever appearing in this Policy, the following words and phrases appearing in bold type will have the 

meanings set forth below.

Application means:

1. the application signed for the procurement of this Policy and any materials submitted to the Insurer in 

support of the procurement of this Policy or any Policy for which this Policy is a direct or indirect 

renewal or replacement; 

2. any publicly available information published or filed by or with a recognized source, agency or institution 

regarding the Insured in the three (3) years preceding the Policy's inception, and any amendments 

thereto, whether or not submitted with any signed application; and

3. if applicable, any representation provided to the Insurer within the past three (3) years in connection

with any Policy for which this Policy is a direct or indirect renewal or replacement.

The Application is deemed to be attached to and incorporated into this Policy, as if physically attached.

Change of Control means: 

1. the acquisition of the Parent Company, or of all or substantially all of its assets, by another entity, or 

the merger or consolidation of the Parent Company into or with another entity such that the Parent 

Company is not the surviving entity; or 

2. the obtaining by any person, entity or affiliated group of persons or entities the right to elect, appoint or 

designate more than fifty percent (50%) of the board of directors, board of trustees, board of managers, 

WDO1809368 02 Wesco Insurance Company

Case 1:22-cv-23507-RKA Document 1-5 Entered on FLSD Docket 10/27/2022 Page 18 of 53
PL990158 0414 Page 2 

or functional equivalent thereof or to exercise a majority control of the board of directors, board of 

trustees, board of managers, or a functional equivalent thereof of the Parent Company. 

Claim has the meaning set forth in the applicable Coverage Part. 

COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. 

Company means the Parent Company and any Subsidiary. 

Coverage Part means only those coverage parts designated in Item 4. of the Declarations Page. 

Defense Expenses means reasonable and necessary legal fees and expenses incurred by the Insurer or the 

Insured, with the Insurer’s consent, in the investigation, defense, settlement and appeal of a Claim, including 

but not limited to, cost of expert consultants and witnesses, premiums for appeal, injunction, attachment or 

supersedeas bonds (without the obligation to furnish such bonds) regarding such Claim. Defense Expenses 

will not include the salaries, wages, benefits or overhead of, or paid to, any Insured or any Employee of such 

Insured. 

Domestic Partner means any natural person qualifying as such under the provisions of any federal, state or 

local law or under the provisions of any formal, written program established by the Company. 

Employee has the meaning set forth in the applicable Coverage Part. 

ERISA means the Employee Retirement Income Security Act of 1974, including amendments thereto and 

regulations promulgated thereunder or any similar common or statutory law.

Executive has the meaning set forth in the applicable Coverage Part.

Financial Insolvency means, with respect to the Company, the appointment of a receiver, conservator, 

liquidator, trustee or similar official; Regulatory Agency; or the inability of the Company financially to 

indemnify the Insured Persons. 

Independent Contractor means any natural person working for the Company in the capacity of an 

Independent Contractor pursuant to an express contract or agreement with the Company governing the 

nature of such person’s engagement. The status of an individual as an Independent Contractor will be 

determined as of the date of the alleged Wrongful Act. 

Insured has the meaning set forth in the applicable Coverage Part. 

Insured Person has the meaning set forth in the applicable Coverage Part. 

Interrelated Wrongful Acts means Wrongful Acts which have as a common nexus any fact, circumstance, 

situation, event, transaction or series of related facts, circumstances, situations, events or transactions.

Loss has the meaning set forth in the applicable Coverage Part. 

Loss Information means information on open, closed and potential Claims, including date, description, and 

payment amounts, if any. 

Parent Company means the entity named in Item 1.(a) of the Declarations Page. 

Policy means, collectively, the Declarations Page, the Application, the General Terms and Conditions Applicable 

to All Coverage Parts, each Coverage Part purchased, and any Endorsements attached thereto. 

Policy Period means the period from the effective date of this Policy to either the Policy expiration date, as 

shown in Item 2. of the Declarations Page or the date on which the Policy is effectively terminated, whichever is 

sooner, but shall not include the Extended Reporting Period. 

Policy Year means the period of one (1) year following the effective date and hour of this Policy as shown in 

Item 2. of the Declarations Page or any anniversary thereof; or if the time between the effective date and the 

termination of the Policy is less than one (1) year, such lesser period. Notwithstanding the above, if the 

expiration is extended for any reason, the Limit of Liability provided during the extension period shall be 

considered part of, and not in addition to, the Limit of Liability provided during the last Policy Year.

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PL990158 0414 Page 3 

Pollutants means any solid, liquid, gaseous or thermal organism, irritant or contaminant, including but not 

limited to smoke, vapor, soot, fumes, acids, alkalis, chemicals, hazardous substances, nuclear materials, and 

waste. Waste includes materials to be recycled, reconditioned or reclaimed. 

Potential Claim means any Wrongful Act that may subsequently give rise to a Claim. 

Regulatory Agency means any federal, state, local or foreign law enforcement or governmental authority 

including, the U.S. Department of Justice, the Federal Deposit Insurance Corporation, the Office of Thrift 

Supervision, the Federal Reserve, the National Credit Union Administration, the Federal Home Loan Bank Board,

the Office of the Comptroller of the Currency, the U.S. Securities and Exchange Commission and any attorney 

general or the enforcement unit of any securities exchange or similar self-regulatory body.

Subsidiary means:

1. any entity in which the Company owns, directly or through one or more subsidiaries, more than fifty 

percent (50%) of the outstanding securities representing the present right to vote for, elect, appoint or 

exercise a majority control over such entity’s board of directors, board of trustees, board of managers, 

natural person partners or functional equivalent;

2. any limited liability company in which the Company, or one or more of its subsidiaries, has the right to 

appoint or designate fifty percent (50%) or more of such limited liability company's managers; or 

3. any joint venture in which the Company, or one or more of its subsidiaries, has the right to elect, appoint 

or designate more than fifty percent (50%) of such entity's directors, trustees or other equivalent 

executives; 

provided that such entities, limited liability companies or joint ventures are named in the Application for 

coverage. 

Wrongful Act has the meaning set forth in the applicable Coverage Part.

SECTION III - LIMIT OF LIABILITY AND RETENTION

A. LIMIT OF LIABILITY 

1. The amount set forth in Item 3. of the Declarations Page is the maximum Policy Year

Aggregate Limit of Liability of the Insurer for all Loss from all Claims under all purchased

Coverage Parts, regardless of the number of Insureds, Claims made, or persons or entities 

bringing such Claims. The Single Limit of Liability and the Separate Limit of Liability on the 

Declarations Page are sub-limits of the Policy Year Aggregate Limit of Liability which further 

limits and does not increase the Insurer’s limit of liability. 

2. The Coverage Parts of this Policy are offered with either a Single Limit of Liability applicable in 

the aggregate to all Insuring Agreements or a Separate Limit of Liability for each Insuring 

Agreement as set forth in Item 4. of the Declarations Page. 

a. Each Single Limit of Liability designated in Item 4.(c) of the Declarations Page shall be 

the maximum per Policy Year limit of liability of the Insurer for all Loss under the 

respective Coverage Part regardless of the number of Insureds, Claims made, or 

persons or entities bringing such Claims. Each such Single Limit of Liability is a sublimit 

of and erodes the Policy Year Aggregate Limit of Liability set forth in Item 3. of the 

Declarations Page. 

b. Each Separate Limit of Liability designated in Item 4.(b) of the Declarations Page shall 

apply as separate Limit of Liability for each indicated Insuring Agreement and shall be 

the maximum per Policy Year limit of liability of the Insurer for all Loss under the 

respective Insuring Agreement regardless of the number of Insureds, Claims made, or 

persons or entities bringing such Claims. Each such Separate Limit of Liability is a 

sublimit of and erodes the Policy Year Aggregate Limit of Liability set forth in Item 3. of

the Declarations Page. 

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PL990158 0414 Page 4 

3. Subject always to the applicable Limit of Liability, should two or more Coverage Parts apply to 

the same Claim; the Insurer will not pay more than the actual Loss incurred by the Insureds. 

4. Defense Expenses shall be part of, and not in addition to, each applicable Limit of Liability. Payment 

of Defense Expenses by the Insurer shall reduce each applicable Limit of Liability.

5. The Insurer’s obligations for all Claims shall cease upon exhaustion of the Policy Year Aggregate 

Limit of Liability set forth in Item 3. on the Declarations Page and, to the extent any Single Limit of 

Liability or Separate Limit of Liability is exhausted, the Insurer’s obligations for all Claims under that 

particular Coverage Part or Insuring Agreement shall cease. 

B. RETENTION

1. The applicable Retention(s) for each purchased Coverage Part are set forth in Item. 4.(d) of 

the Declarations Page. The Insurer has no obligation to pay Loss, including Defense 

Expenses, until the Retention has been paid by the Insured. Except for the payment of 

Defense Expenses, the Insurer shall pay or reimburse one hundred percent (100%) of 

covered Loss, in excess of the applicable Retention, upon final disposition of the Claim. 

2. Each Retention shall be borne by the Insured and shall remain uninsured.

3. If a Claim is subject to more than one Retention, the applicable Retention shall apply separately 

to such Claim, provided that the total Retention for such Claim shall not exceed the largest 

applicable Retention. 

C. SINGLE LIMIT/RETENTION - Claims based upon or arising out of the same Wrongful Act or

Interrelated Wrongful Acts committed by one or more Insureds shall be considered a single Claim, 

and only one Retention and Limit of Liability shall apply. Each such single Claim shall be deemed to be 

first made on the date the earliest of such Claims was first made, regardless of whether such date is 

before or during the Policy Period.

 

SECTION IV – SUPPLEMENTAL COVERAGES

A. SPOUSAL LIABILITY COVERAGE - This Policy will, subject to all of its terms, conditions, and 

limitations, be extended to apply to Loss resulting from a Claim made against a person who, at the time 

the Claim is made, is a lawful spouse or Domestic Partner of an Insured Person, but only if and so 

long as:

1. the Claim against such spouse or Domestic Partner results from a Wrongful Act actually or 

allegedly committed by the Insured Person, to whom the spouse is married, or who is joined 

with the Domestic Partner; and

2. such Insured Person and his or her spouse or Domestic Partner are represented by the same 

counsel in connection with such Claim. 

B. ESTATES, HEIRS AND LEGAL REPRESENTATIVES - In the event of the death, incapacity or 

bankruptcy of an Insured Person, any Claim against the estate, heirs, legal representatives or 

assigns (including Domestic Partners) of such Insured Person for a Wrongful Act of such 

Insured Person will be deemed to be a Claim against such Insured Person. 

No spouse or Domestic Partner of an Insured Person will, by reason of this subsection have any 

greater right to coverage under this Policy than the Insured Person to whom such spouse is married, 

or to whom such Domestic Partner is joined. 

The Insurer has no obligation to make any payment for Loss in connection with any Claim against a 

spouse or Domestic Partner of an Insured Person for any actual or alleged act, error, omission, 

misstatement, misleading statement, neglect or breach of duty by such spouse or Domestic Partner. 

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PL990158 0414 Page 5 

SECTION V - NOTICE OF CLAIMS AND POTENTIAL CLAIMS

A. NOTICE OF CLAIMS - The Insured shall, as a condition precedent to their rights under this Policy, 

give the Insurer written notice as soon as practicable, of any Claim made and brought to the attention 

of an Executive, but in no event later than ninety (90) days after the expiration of the Policy Year in 

which the Claim was first made or the expiration of the Policy Period. 

B. NOTICE OF POTENTIAL CLAIMS - If during the Policy Period the Insured, through an Executive,

first becomes aware of facts or circumstances which may reasonably give rise to a Potential Claim and 

gives written notice to the Insurer of the reasons for anticipating such Potential Claim, then any 

Claim subsequently made shall be deemed to have been first made during the Policy Year in which 

notice was first given to the Insurer. 

As a condition precedent to any coverage hereunder for such Potential Claims, such notice must be 

specific and contain full particulars as to the names, dates, and persons involved in the underlying facts 

potentially giving rise to the Potential Claim, as well as the identity of the potential plaintiffs and the 

causes of action to be asserted.

C. INTERRELATED CLAIMS - All Claims or Potential Claims for Interrelated Wrongful Acts will be 

considered as a single Claim or Potential Claim, whichever is applicable, for purposes of this Policy. 

All Claims or Potential Claims for Interrelated Wrongful Acts will be deemed to have been made at 

the time the first of such Claims or Potential Claims for Interrelated Wrongful Acts was made 

whether prior to or during the Policy Period. 

D. NOTICE REQUIREMENTS - Notice of Claims and Potential Claims shall be effective on the date of 

receipt by the Insurer. All notices under this subsection must be sent in writing to the address set forth 

in Item 8. of the Declarations Page and will be effective upon receipt. 

E. CROSS COVERAGE NOTICE - It is agreed that notice provided to the Insurer of any Claim,

Potential Claim or circumstances which may give rise to a Claim under any Coverage Part shall be 

deemed to have been provided under the Policy in its entirety.

SECTION VI – DEFENSE OF CLAIMS, INSURED’S DUTIES AND RESPONSIBILITIES,

ALLOCATION, AND ARBITRATION

A. DEFENSE OF CLAIMS – The Insurer does not assume any duty-to-defend a Claim. The Insured

shall defend and contest any Claim made against them, provided that:

1. the Insurer will have the right to participate with the Insured in the investigation, defense and 

settlement, including the negotiation of a settlement of any Claim that appears reasonably likely 

to be covered in whole or in part by such Coverage Part and the selection of appropriate 

defense counsel;

2. the Insurer may establish and provide to counsel for the Insured guidelines for the handling of 

Claims covered under this Policy. As a condition of the Insurer's obligation to pay Defense 

Expenses, counsel for the Insured shall adhere to the guidelines provided by the Insurer in 

the defense of such Claims. The Insurer shall not be obligated to pay Defense Expenses that 

have been incurred without observance of the guidelines, or that otherwise are unreasonable; 

and

3. upon written request, the Insurer will advance Defense Expenses with respect to such Claim. 

Such advanced payments by the Insurer will be repaid to the Insurer by the Insureds 

severally according to their respective interests in the event and to the extent that the Insureds 

are not entitled to payment of such Defense Expenses. As a condition of any payment of 

Defense Expenses under this subsection, the Insurer may require a written undertaking on 

terms and conditions satisfactory to the Insurer guaranteeing the repayment of any Defense 

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Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or 

portion of such Claim is not covered. 

B. INSURED’S DUTIES AND RESPONSIBILITIES – It shall be the duty and responsibility of the 

Insured, as a condition precedent to any coverage under this Policy: 

1. to grant to the Insurer the right to associate itself in defense and settlement of any Claim that 

appears reasonably likely to involve the Insurer; 

2. not to, except at personal cost, make any payment, admit any liability, settle any Claims, 

assume any obligation, or incur any expense without the Insurer's written consent, which 

consent shall not be unreasonably withheld;

3. to assert all appropriate defenses and to take all steps in defense of any Claim made, including 

but not limited to, releasing to the Insurer all copies of reports, investigations, pleadings and 

other papers as soon as reasonably possible and to provide the Insurer with such information, 

assistance and cooperation as the Insurer may reasonably request to determine the existence or 

extent of the Insurer’s obligation; and

4. to conduct all matters relative to any Claim or Potential Claim as if coverage under this Policy

were not otherwise afforded, including but not limited to not admitting any liability for, settling 

any Claim, or incurring any Defense Expenses without the prior written consent of the 

Insurer, which consent shall not be unreasonably withheld. 

D. ALLOCATION – If there is a Claim under any Coverage Part in which the Insured incurs an amount 

consisting of both covered Loss and uncovered loss because such Claim includes both covered and 

uncovered matters or covered and uncovered parties, the Insured and the Insurer agree to use their 

best efforts to determine a fair and proper allocation of all such amounts. In making such a 

determination, the parties will take into account the relative legal and financial exposures of, and relative 

benefits obtained in connection with the defense and settlement of the Claim by the Insured Persons, 

the Company, and others not insured under the applicable Coverage Part. In the event that an 

allocation cannot be agreed to, then the Insurer will be obligated to make an interim payment of the 

amount of Loss which the parties agree is not in dispute until a final amount is agreed upon or 

determined pursuant to the provisions of the applicable Coverage Part and applicable law. 

D. ARBITRATION – If the Insured and the Insurer cannot agree on an allocation of Defense 

Expenses, if requested by the Insured, the Insurer shall submit the allocation dispute to binding 

arbitration. In such case:

1. no presumption as to allocation shall exist in any arbitration, suit or other proceeding; and

2. the Insurer shall advance on a current basis Defense Expenses which the Insurer believes to 

be covered under this Policy until a different allocation is negotiated, arbitrated or judicially 

determined.

The rules of the American Arbitration Association shall apply except with respect to the selection of the 

arbitration panel. The arbitration panel shall consist of one arbitrator selected by the Insured, one 

arbitrator selected by the Insurer, and a third independent arbitrator selected by the first two 

arbitrators. In any such arbitration, each party will bear its own legal fees and expenses. Any negotiated, 

arbitrated or judicially determined allocation of Defense Expenses will be applied retroactively to all 

Defense Expenses, notwithstanding any prior advancement to the contrary. Any allocation or 

advancement of Defense Expenses shall not apply to or create any presumption with respect to the 

allocation of other Loss arising from such Claim or any other Claim. 

SECTION VII – ACQUISITIONS, CREATIONS AND ASSET PURCHASES/ASSUMPTIONS

A. NOTICE/COVERAGE REQUIREMENTS - If, during the Policy Period, the Company: 

1. acquires or forms a Subsidiary; 

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2. acquires any entity by such entity's merger into, or consolidation with, the Company such that

the Company is the surviving entity; or

3. purchases assets or assumes liabilities of another entity, without acquiring such entity,

then coverage will be provided for such acquired or formed entity and its Insured Persons, or for such 

purchased assets or assumed liabilities for ninety (90) days, subject to all other terms and conditions of 

this Policy, provided that the: 

a. Company provides written notice to the Insurer and any requested information regarding the 

transaction within such ninety (90) day period; 

b. Company accepts any special terms, conditions and/or Exclusions and pays any additional 

premium required by the Insurer; and

c. Insurer, at its sole discretion, agrees in writing to provide such coverage.

B. AUTOMATIC COVERAGE EXTENSION - The ninety (90) day limitation of coverage and ninety (90) day 

notice requirement referenced in A. above shall not apply, if during the Policy Period the Company:

1. creates or acquires a Subsidiary or purchases or assumes assets or liabilities totaling less than 

thirty percent (30%) of the total assets of the Company (as reflected in the Company’s most 

recent fiscal year-end financial statement at time of the transaction); or 

2. the purchase of assets or assumption of liabilities occurs less than ninety (90) days prior to the 

end of the Policy Year. 

C. MERGED/ACQUIRED ENTITIES - Any coverage afforded under this section will be subject to all other 

terms and conditions of this Policy and will only extend to Claims made for Wrongful Acts relating to, 

or in connection with, such acquisition, formation, purchased assets, or assumed liabilities committed 

after such acquisition, formation, purchase of assets, or assumption of liabilities, unless the Insurer

agrees in writing to provide for Wrongful Acts committed before such acquisition, creation, purchase of 

assets, or assumption of liabilities.

SECTION VIII–CANCELLATION, NON-RENEWAL AND CONVERSION

A. CANCELLATION 

1. This Policy may be cancelled at any time by the Parent Company for itself and as agent for all 

other Insureds, by providing written notice to the Insurer. If this Policy is canceled by the 

Parent Company, the Insurer shall retain the customary short rate portion of the premium. If 

this Policy is canceled by the Insurer, the Insurer shall retain the pro-rata portion of the 

premium. Payment or tender of any unearned premium by the Insurer to the Parent Company 

shall not be a condition precedent to the effectiveness of cancellation, but such payment shall be 

made as soon as practicable.

2. The Insurer may cancel this Policy by mailing or delivering to the Parent Company written 

notice of cancellation stating when, not less than sixty (60) days thereafter, such cancellation 

shall be effective. The Insurer may cancel this Policy for nonpayment of premium, in which 

case ten (10) days written notice shall be given to the Parent Company. If the Insurer cancels 

the Policy for nonpayment of premium, the Policy may, at the Insurer's option, be deemed 

void from its inception. 

B. NON-RENEWAL - If the Insurer elects not to renew this Policy, the Insurer shall provide the Parent 

Company for itself and as agent for all Insureds, with no less than sixty (60) days advance written 

notice of when the non-renewal shall become effective and the reason(s) for such action. 

C. CONVERSION - Upon the occurrence of any of the following events, this Policy shall continue in full 

force and effect with respect to Claims for Wrongful Acts committed or allegedly committed before 

such event, but coverage shall cease with respect to Claims for such Wrongful Acts committed or

allegedly committed after such event (herein called the Conversion Period):

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1. Financial Insolvency of the Company or any Subsidiary comprising more than fifty percent 

(50%) of the Company's total assets; 

2. Change of Control; or 

3. the Company or any Subsidiary ceasing to engage actively in its primary business.

Pursuant to this Conversion Period, this Policy may not be cancelled and the entire premium shall be

deemed fully earned. If the Extended Reporting Period is elected, it will run concurrently with the 

Conversion Period.

In the event of Financial Insolvency or sale of a Subsidiary comprising less than fifty percent (50%) 

of the Parent Company's total assets, this Conversion Period provision shall apply only to the 

Subsidiary and its Insured Persons and the Policy shall continue in full force with respect to all other

Insureds.

D. NOTICES - The Insurer will mail any cancellation or non-renewal notice to the mailing address shown 

in Item 1.(a) of the Declarations Page. If notice is mailed, proof of mailing will be sufficient proof of 

notice. If the period of limitation relating to the giving of notice is prohibited or made void by any law, 

such period shall be amended so as to be equal to the minimum period of limitation permitted by such 

law.

SECTION IX - EXTENDED REPORTING PERIOD (ERP)

A. ERP AVAILABILITY - If the Company or the Insurer cancels or nonrenews this Policy, or if the 

Policy converts subject to Section VIII C.2., the Insured shall have the right to purchase the Extended 

Reporting Period. At any time prior to or within sixty (60) days after the effective date of cancellation, 

non-renewal or conversion, the Insured may give the Insurer written notice that it desires to purchase 

the Extended Reporting Period. It is understood and agreed that the Extended Reporting Period shall not 

be made available if:

1. the Insurer cancels this Policy due to nonpayment of premium; or

2. there is an offer by the Insurer to renew this Policy under terms, conditions, Limits of Liability, 

Retentions or premiums different from those applicable to the expiring Policy as such offer of 

coverage shall not constitute a refusal to renew.

B. ERP TERMS AND CONDITIONS – The Extended Reporting Period shall be subject to the following 

terms and conditions:

1. The coverage term for the Extended Reporting Period shall be the period set forth in Item 6. of 

the Declarations Page. The premium due will be calculated by multiplying the fully annualized 

premium for such coverage by the percentage reflected in Item 6.(a) of the Declarations Page

and the entire premium will be deemed to have been fully earned at the commencement of such 

Extended Reporting Period. 

2. There is no separate or additional Limit of Liability for the Extended Reporting Period. The 

Insurer’s maximum Limit of Liability for all Claims made during such Extended Reporting Period 

will be the remaining portion of the applicable Limit of Liability set forth in the Declarations Page 

for the Policy Year immediately preceding the effective date of the Extended Reporting Period. 

3. The Extended Reporting Period is not an extension of coverage, but rather an extended period to 

report Claims first made during the Extended Reporting Period resulting from Wrongful Acts 

that occurred prior to the effective date of cancellation, nonrenewal or conversion and otherwise 

covered under this Policy. Notice of facts and circumstances that may give rise to a Claim, 

pursuant to Section V.B., must be given during the Policy Period and shall not be effective if 

given during the Extended Reporting Period. 

SECTION X– REPRESENTATIONS AND SEVERABILITY

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A. REPRESENTATIONS - It is agreed and represented that the particulars and statements contained in the 

Application are the basis of this Policy and are to be considered as incorporated into and constituting a 

part of this Policy. By acceptance of this Policy, the Insured agrees that:

1. each Application shall be construed as a separate Application for coverage by each Insured

Person; 

2. this Policy shall not be deemed to be a series of individual insurance contracts with the 

Company and each of the Insured Persons; and

3. the statements in the Application are their representations, and that this Policy is issued in 

reliance upon the truth of such representations. No misrepresentation by the Insured shall be 

deemed material unless knowledge by the Insurer of the facts misrepresented would have led 

to the refusal by the Insurer to issue or renew the Policy for the premium charged and with the 

same terms and conditions as offered based on the Insurer's uniformly applied underwriting 

guidelines. 

B. SEVERABILITY - The Insureds agree that in the event the Application contains material 

misrepresentations made with the actual intent to deceive, no coverage will be provided under this 

Policy with respect to:

1. any Insured Person who knew of any fact, circumstance or situation that was not truthfully 

disclosed in the Application; 

2. the Company, to the extent the Company indemnifies the Insured Person reflected in Item 1 

above; or

3. the Company, to the extent coverage is granted to the Company by any Insuring Agreement 

made a part of this Policy, if any past, present, or future chief financial officer, in-house counsel, 

chief executive officer, President or Chairman of the Board of the Company, or any person 

holding any equivalent position within the Company (regardless of title), knew of any fact, 

circumstance or situation that was not truthfully disclosed in the Application. 

The foregoing conditions shall apply whether or not the Insured Person actually knew that the

misrepresentation or untruthful disclosure was made in the Application for coverage.

C. SEVERABILITY OF EXCLUSIONS - With respect to the Exclusions contained in each Coverage Part, 

in order to determine if coverage is available:

1. no Wrongful Act, fact pertaining to, or knowledge possessed by any Insured Person will be 

imputed to any other Insured Person; and

2. all facts pertaining to and knowledge possessed by any past, present, or future chief financial 

officer, in-house counsel, chief executive officer, President or Chairman of the Board of the 

Company, or any person holding any equivalent position within the Company (regardless of 

title), shall be imputed to the Company with respect to the Fraud/Illegal Profit and Violation of 

Law Exclusion.

SECTION XI - OTHER TERMS AND CONDITIONS

A. ACTION AGAINST THE INSURER - No action shall be taken against the Insurer unless, as a 

condition precedent, there shall have been full compliance with all of the terms of this Policy, and until 

the Insured’s obligation to pay shall have been finally determined either by adjudication or by written 

agreement of the Insureds, the claimant and the Insurer. 

No person or organization shall have any right under this Policy to join the Insurer as a party to any 

action against any Insured nor shall the Insurer be impleaded by the Insureds or their legal 

representatives.

B. ASSIGNMENT AND ACCEPTANCE - By acceptance of this Policy, the Insured and the Insurer agree 

that this Policy, the Application, and any written endorsements attached thereto constitute the entire 

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agreement between the parties. Assignment of interest under this Policy shall not bind the Insurer until 

its consent is endorsed hereon. 

C. AUTHORIZATION CLAUSE - By acceptance of this Policy, the Insureds agree that the Parent 

Company will act on behalf of all Insureds for all purposes under this Policy including, but not limited 

to, giving and receiving of all notices and correspondence, cancellation, nonrenewal or termination of this 

Policy, payment of premiums, the negotiation and acceptance of endorsements, and receipt of any 

return premiums that may be due under this Policy. 

D. CHANGES - Notice to any agent or knowledge possessed by any agent or other person acting on behalf 

of the Insurer shall not effect a waiver or a change in any part of this Policy or estop the Insurer from 

asserting any right under the terms of this Policy, nor shall the terms, conditions and limitations of this 

Policy be waived or changed, except by written Endorsement issued to form a part of this Policy. 

E. CONFORMITY TO STATUTE - The terms of this Policy that are in conflict with the terms of any 

applicable laws construing this Policy are hereby amended to conform to such laws.

F. COVERAGE PART COORDINATION – Subject always to the applicable Limit of Liability, should two or 

more Coverage Parts apply to the same Claim, the Insurer will not pay more than the actual Loss

incurred by the Insureds. 

G. COVERAGE TERRITORY - Coverage under this Policy shall extend to Wrongful Acts taking place or 

Claims made anywhere in the world.

H. INSOLVENCY/BANKRUPTCY - The Financial Insolvency of the Insured or of the estate of such 

Insured shall not release the Insurer from its obligations nor deprive the Insurer of its rights under 

this Policy. 

I. LIBERALIZATION – If during the Policy Period, the Insurer is required, by law or by insurance 

supervisory authorities of the state in which this Policy was issued, to make any changes in the form of 

this Policy, by which the insurance afforded by this Policy could be extended or broadened without 

increased premium charge by endorsement or substitution of form, then such extended or broadened 

insurance will inure to the benefit of the Insured as of the date the revision or change is approved for 

general use by the applicable department of insurance. 

J. STATE AMENDATORY DISCREPANCY PROVISION - In the event that there is a discrepancy 

between a state amendatory endorsement attached to this Policy and any term or condition of this 

Policy, then it is understood and agreed that, where permitted by law, the Insurer shall apply the most 

favorable terms in the contract to the Insured, whether those terms and conditions are in either the 

amendatory or the Policy. 

K. LOSS INFORMATION - The Insurer will provide Loss Information to the Company within ten (10)

days of the Company's request or, if required by statute, at the same time as any notice of cancellation 

or nonrenewal of this Policy. 

L. SUBROGATION - In the event of payment under this Policy, the Insurer is subrogated to all of the 

lnsured’s rights of recovery against any person or organization to the extent of such payment and the 

Insured agrees to execute and deliver instruments and papers and do whatever else is necessary to 

secure such rights. The Insured will do nothing to prejudice such rights.

M. TITLES OF PARAGRAPHS - The descriptions in the headings and sub-headings of this Policy are 

inserted solely for convenience or reference and form no part of the terms and conditions of coverage.

Case 1:22-cv-23507-RKA Document 1-5 Entered on FLSD Docket 10/27/2022 Page 27 of 53
PL990163 0414 Page 1 

POLICY NO.

(A Stock Insurance Company, herein called the Insurer) 

FINANCIAL INSTITUTION 

PROFESSIONAL LIABILITY COVERAGE PART

This is a claims-made policy. Defense Expenses are included within the Limit of Liability. 

Amounts incurred as Defense Expenses will reduce the Limit of Liability available to pay 

judgments or settlements. Please read this Policy carefully! 

In consideration of the premium paid and in reliance upon all statements made and information contained in 

the Declarations Page and Application, the Insurer and the Insured agree that coverage will be provided 

subject to all of the terms, conditions and limitations of this Policy, as follows: 

SECTION I-INSURING AGREEMENTS 

A. LENDER LIABILITY - The Insurer will pay on behalf of the Insured, Loss resulting from any Claim 

first made during the Policy Period or Extended Reporting Period (if exercised), by or on behalf of a 

Borrower for a Wrongful Lending Act. 

B. PROFESSIONAL SERVICES LIABILITY - The Insurer will pay on behalf of the Insured, Loss 

resulting from a Claim first made during the Policy Period or Extended Reporting Period (if 

exercised), by or on behalf of a customer of the Company for a Wrongful Professional Services 

Act.

C. TRUST SERVICES LIABILITY - The Insurer will pay on behalf of the Insured, Loss resulting from 

a Claim first made during the Policy Period or the Extended Reporting Period (if exercised), for a 

Wrongful Trust Services Act. 

SECTION II – DEFINITIONS 

In addition to the Definitions set forth in General Terms and Conditions Applicable to All Insuring Agreements, 

the following Definitions apply to all Insuring Agreements contained herein. 

Borrower means any individual or entity to which the Company extends, agrees to extend, or refuses to 

extend, a loan, lease or extension of credit; or any individual or entity that is a guarantor of any such loan, 

lease or extension of credit. 

Claim means: 

1. a written demand for monetary damages or non-monetary relief; 

2. a civil proceeding commenced by the service of a complaint or similar pleading; 

3. a criminal proceeding commenced by a filing of charges or return of an indictment; 

4. a formal administrative or regulatory proceeding commenced by a filing of charges, formal investigative 

order, service of summons, or similar document; 

5. an arbitration, mediation or similar alternative dispute resolution proceeding if the Insured is obligated 

to participate in such proceeding or if the Insured agrees to participate in such proceeding, with the 

Insurer’s written consent, such consent not to be unreasonably withheld; or

AMTRUST FI Advantage

WDO1809368 02 Wesco Insurance Company

Case 1:22-cv-23507-RKA Document 1-5 Entered on FLSD Docket 10/27/2022 Page 28 of 53
PL990163 0414 Page 2 

6. a written request to toll or waive a statute of limitations relating to a potential civil or administrative 

proceeding, 

against an Insured for a Wrongful Act including any appeal from such proceeding. 

Depositor Services means only those services an Insured performs or is required to perform for a customer 

of the Company in connection with establishing, maintaining, administering or servicing any FDIC or NCUA 

insured deposit account or processing any transaction related to such account. 

Employee means any natural person whose labor or service was, is or shall be engaged and directed by the 

Company including full-time, part-time, seasonal, leased and temporary employees as well as volunteers. 

Employee shall not include any Independent Contractor. 

Executive means any natural person who was, is or shall be a duly elected or appointed: 

1. director, officer, or member of the board of managers or management committee of the Company; 

2. head of any Trust Department or Trust Company; 

3. branch manager of the Company; or 

4. manager of a Company organized outside the United States of America if such position is equivalent to 

those specified in 1. or 2. above. 

Incidental Insurance Services means the sale of credit life or disability insurance incidental to the issuance 

of a loan. 

Insured means the Insured Persons and the Company. 

Insured Person means any: 

1. Executive; or 

2. Employee. 

Lending Services means: 

1. an agreement or refusal to grant or extend any loan, lease or extension of credit; 

2. the granting or extending of any loan, lease or extension of credit; 

3. Loan Servicing, but only for any loan, lease or extension of credit in which the Company has an 

ownership interest; 

4. the restructure, termination, transfer, repossession, or foreclosure of any loan, lease or extension of 

credit; or 

5. the rendering or failure to render Incidental Insurance Services. 

Loan Servicing means the administrative servicing of a loan, lease or extension of credit (not including 

financing for investment banking, or leveraged or management buy-outs), including the following 

administrative servicing activities: record keeping, billing and disbursements of principal or interest, receipt or 

payment of insurance premiums and taxes, credit reporting or statements of a customer’s creditworthiness, 

and determination of the depreciation amount of property (but not projections of, or an appraisal for, residual 

or future value of property). 

Loan Servicing shall not include the purchase, acquisition or sale of any loan, lease or extension of credit, the 

restructuring, termination, transfer, repossession, or foreclosure of any such loan, lease or extension of credit, 

or any act based upon or arising out of the operation or control of any entity or property that the Company

acquired as security or collateral for any loan, lease or extension of credit. 

Loss means Defense Expenses and any amount the Insured is legally obligated to pay resulting from a 

Claim, including damages, judgments, settlements, punitive or exemplary damages or the multiple portion of 

any multiplied damage award (if insurable under the applicable law most favorable to the insurability of 

punitive, exemplary, or multiplied damages), prejudgment and post judgment interest, and legal fees and 

expenses awarded pursuant to a court order or judgment. Loss shall not include: 

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1. payroll or other taxes; 

2. criminal or civil fines or penalties imposed by law; 

3. any unpaid, unrecoverable or outstanding amounts resulting from a loan, lease or extension of credit to 

any Borrower, including unpaid, unrecoverable or outstanding amounts resulting from a loan, lease or 

extension of credit which has been sold as a participation to other financial institutions; 

4. costs to comply with any non-monetary or injunctive relief of any kind or any agreement to provide such 

relief, including but not limited to any damages, costs or expenses incurred in making an accommodation 

for any disabled person pursuant to the Americans with Disabilities Act or any similar federal, state or 

local laws, or in complying with any other federal, state or local laws of any kind; 

5. the depreciation (or failure to appreciate) in value of any investment product, including but not limited to 

securities, commodities, currencies, options or futures due to market fluctuation unrelated to any 

Wrongful Act; 

6. any restitution, disgorgement, or payment of similar payments including, but not limited to the return of 

fees, commissions or charges for the Company's services; or

7. any matters which are uninsurable under the law pursuant to which this Policy shall be construed. 

Where the Company reasonably determines that punitive, exemplary or multiple damages are insurable under 

the applicable law, the Insurer shall not challenge that interpretation of insurability. 

Professional Services means services performed by the Insured for or on behalf of a customer of the 

Company pursuant to a written agreement between such customer and the Company or, with respect to 

Loan Servicing, pursuant to a written agreement between a third party and the Company: 

1. for a fee, commission or other monetary compensation; 

2. for no fee, commission or other monetary compensation, if a fee, commission, or other monetary 

compensation would usually be received by the Company for such services, but for business or other 

reasons is waived or not charged by the Company; or 

3. for other remuneration which inures to the benefit of the Company, 

including Depositor Services, services performed outside of a Trust Department or a Trust Company by 

any Insured in the capacity as a trustee, custodian or administrator of any individual retirement account 

(IRA) or H.R. 10 Plan (Keogh Plan), or Loan Servicing that the Insured performs or is required to perform 

for a customer of the Company on behalf of a third party. 

Trust Company means any Company specifically formed for the purpose of performing wealth management 

and fiduciary services, including agency services and acting as a trustee of, or administering, a trust or settling 

estates.

Trust Department means a distinct unit or division of the Company specifically formed for the purpose of 

performing wealth management and fiduciary services, including agency services and acting as a trustee of, or 

administering, a trust or settling estates. 

Trust Services means any of the following services performed by the Insured through a Trust Company, 

Trust Department or Trust Subsidiary of the Company: 

1. administrator, custodian or trustee under any individual retirement account (IRA) or H.R. 10 Plan (Keogh 

Plan); 

2. executor, administrator or personal representative of estates, administrator of guardianships, trustee 

under personal or corporate trust agreements, or conservator of any person; 

3. trustee under a pension, profit sharing, health and welfare or any other employee benefit plan or trust, 

other than an employee benefit plan or trust sponsored or established by the Company for its own 

Employees; 

4. custodian, depository or managing agent for securities or real property, manager of any personal 

property owned by others, attorney-in-fact, interest or dividend disbursing agent, transfer or paying 

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PL990163 0414 Page 4 

agent, redemption or subscriptions agent, fiscal agent, tax withholding agent, registrar of securities, 

agent for voting securities, sinking fund agent, escrow agent or trustee under a corporate bond 

indenture; or 

5. trustee exercising any other trust or fiduciary powers permitted by law. 

Wrongful Act means: 

1. solely with respect to Insuring Agreement A., any actual or alleged Wrongful Lending Act; 

2. solely with respect to Insuring Agreement B., any actual or alleged Wrongful Professional Services 

Act; or 

3. solely with respect to Insuring Agreement C., any actual or alleged Wrongful Trust Services Act. 

Wrongful Lending Act means any actual or alleged act, error, omission, misstatement, misleading 

statement or breach of duty or neglect by any Insured in rendering or failing to render Lending Services. 

Wrongful Lending Act does not include a Wrongful Professional Services Act or a Wrongful Trust 

Services Act. 

Wrongful Professional Services Act means any actual or alleged act, error, omission, misstatement, 

misleading statement or breach of duty or neglect by any Insured in the rendering of, or failure to render 

Professional Services. Wrongful Professional Services Act does not include a Wrongful Lending Act

or a Wrongful Trust Services Act. 

Wrongful Trust Services Act means any actual or alleged act, error, omission, misstatement, misleading 

statement or breach of duty or neglect by the Insured in the rendering of, or failure to render, Trust 

Services by a Trust Department or a Trust Company pursuant to a written agreement: 

1. for a fee, commission or other monetary compensation; 

2. for no fee, commission or other monetary compensation if a fee, commission, or other monetary 

compensation would usually be received by the Company for such services, but for business or other 

reasons is waived or not charged by the Company; or 

3. for other remuneration which inures to the benefit of the Company. 

Wrongful Trust Services Act does not include Wrongful Professional Services Act or Wrongful 

Lending Act. 

SECTION III – EXCLUSIONS 

A. EXCLUSIONS APPLICABLE TO ALL INSURING AGREEMENTS 

Bodily & Personal Injury/Property Damage - The Insurer shall not be liable to pay any Loss in 

connection with any Claim made against any Insured for bodily injury, sickness, disease or death of any 

person, or damage to, loss of use or destruction of any tangible property; provided, however, that this 

exclusion shall not apply to Claim for emotional distress, mental anguish or humiliation under Insuring 

Agreement A. Lender Liability. 

Cyber Liability - The Insurer shall not be liable to pay any Loss in connection with any Claim made 

against any Insured arising from, based upon, or attributable to: 

1. the inability of an authorized user to gain access to a network; 

2. electronic information damage or theft to a network; 

3. the suspension or interruption of any network; 

4. electronic infection of any network; 

5. an attack executed over one or more networks or the Internet that disrupts the operation of a network 

or renders a network inaccessible to authorized users; or 

6. the unauthorized access to any electronic data processing system of the Company. 

Bonding/Insurance Company - The Insurer shall not be liable to pay any Loss in connection with any 

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Claim made against any Insured brought directly or indirectly by or for the benefit of any insurance carrier or 

bond carrier of the Company, or any affiliate of the Company, regardless in whose name such Claim is 

actually made. 

Fraud/Illegal Profit and Violation of Law - The Insurer shall not be liable to pay any Loss in connection 

with any Claim made against any Insured arising from, based upon, or attributable to: 

1. the gaining, of any profit, remuneration or pecuniary advantage to which such Insured is not legally 

entitled; or 

2. any fraudulent or criminal Wrongful Act with actual knowledge of its wrongful nature or with intent to 

cause damage by such Insured, 

as evidenced by a final adjudication by a judge, jury or arbitrator in any proceeding. 

Insured vs. Insured - The Insurer shall not be liable to pay any Loss in connection with any Claim made 

against any Insured by, on behalf of, or at the behest of any Insured in any capacity; provided, however, 

that this exclusion will not apply to: 

1. any Claim that is in the form of a cross claim, third party claim or other claim for contribution or 

indemnity which is part of, or results directly from a Claim which is not otherwise excluded by the terms 

of this Coverage Part; or 

2. any Claim brought or maintained by an Insured Person solely as a customer of the Company; 

provided such Claim is brought independently of, and totally without the solicitation, assistance, 

participation, or intervention of any other Insured. 

Non-Subsidiary Wrongful Acts - The Insurer shall not be liable to pay any Loss in connection with any 

Claim made against any Insured arising from, based upon, or attributable to any Wrongful Act by any 

entity that is, or was, a Subsidiary, or by any Insured Person of such entity, occurring at any time during 

which such entity was not a Subsidiary. 

Outside Capacity Exclusion - The Insurer shall not be liable to pay any Loss in connection with any Claim 

made against any Insured involving any Insured Person in their capacity as an employee, director, officer, 

trustee, governor, member of the board of managers, or any equivalent position, of any entity other than the 

Company, even if such service is with the knowledge and consent of, at the direction or request of, or part of 

the duties regularly assigned to the Insured Person by the Company. 

Past Acts - The Insurer shall not be liable to pay any Loss in connection with any Claim made against any 

Insured arising from, based upon, or attributable to any actual or alleged Wrongful Acts committed on or 

before the Retroactive Date set forth in Item 5. (b) of the Declarations Page or any Wrongful Acts occurring 

prior to such date which together with Wrongful Acts occurring on or after such date would constitute

Interrelated Wrongful Acts. 

Pollution - The Insurer shall not be liable to pay any Loss in connection with any Claim made against any 

Insured arising from, based upon, or attributable to: 

1. the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of any 

Pollutant; or 

2. any request, demand, order, or statutory or regulatory requirement that any Insured or others test for, 

monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the 

effects of, any Pollutant; 

provided, however, that this exclusion shall not apply to the portion of any Claim based upon, arising out of, 

or in consequence of the diminution in value of any securities in connection with an Insured’s investment on 

behalf of a customer in any organization, other than the Company, if such diminution in value is allegedly as 

a result of a Pollutant. 

Prior Knowledge/Litigation - The Insurer shall not be liable to pay any Loss in connection with any Claim

made against any Insured arising from, based upon, or attributable to: 

1. any fact, circumstance, situation, or event that is or reasonably would be regarded as the basis for a 

Potential Claim about which any Executive Officer had knowledge prior to the date of the initial 

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Application for coverage; or 

2. any prior or pending civil, criminal, administrative or regulatory proceeding initiated against any Insured 

prior to the applicable Prior and Pending Litigation Date(s) set forth in Item 5.(a) of the Declarations 

Page, or arising out of or in any way involving the same or substantially the same fact, circumstance, 

situation or Wrongful Act underlying or alleged in such prior or pending civil, criminal, administrative or 

regulatory proceeding.

Prior Notice - The Insurer shall not be liable to pay any Loss in connection with any Claim made against 

any Insured arising from, based upon, or attributable to any Wrongful Act or any Wrongful Act which is 

part of any Interrelated Wrongful Acts, or any fact, circumstance or situation, which has been the subject 

of any notice given to any carrier other than the Insurer under any similar insurance policy providing 

protection for any Insured. 

Safe Deposit Box - The Insurer shall not be liable to pay any Loss in connection with any Claim made 

against any Insured arising from, based upon, or attributable to any safe deposit box operations of the 

Company. 

Violation of Lending Law - The Insurer shall not be liable to pay any Loss in connection with any Claim

made against any Insured arising from, based upon, or attributable to any intentional violation of federal or 

state laws or regulations relating to extensions or denials of credit, including the Truth-in-Lending Act, Equal 

Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, the Home Owners Equity 

Protection Act of 1994, Fair Credit Billing Act, and usury laws or regulations, as amended. 

B. EXCLUSIONS APPLICABLE TO LENDER LIABILITY COVERAGE

Financial Insolvency - The Insurer shall not be liable under Insuring Agreement A. to pay any Loss in 

connection with any Claim made against any Insured arising from, based upon, or attributable to Financial 

Insolvency.

Foreclosed Property - The Insurer shall not be liable under Insuring Agreement A. to pay any Loss in 

connection with any Claim made against any Insured arising from, based upon, or attributable to any error, 

misstatement, misleading statement, act, omission, neglect or breach of duty arising out of the operation or 

control of any entity or property that the Company acquired as security or collateral for any loan, lease or 

extension of credit; provided, however, that this exclusion shall not apply to Claims resulting from Wrongful 

Acts in connection with the foreclosure process or the ownership, operation management or control of any 

one (1) to four (4) family residential property. 

Legal Lending Limit Violation - The Insurer shall not be liable under Insuring Agreement A. to pay any 

Loss in connection with any Claim made against any Insured arising from, based upon, or attributable to any 

Wrongful Lending Act in connection with a loan, lease or extension of credit that was, at the time of its 

making, in excess of the legal lending limit of the Company. 

Lending/Advisory Services - The Insurer shall not be liable under Insuring Agreement A. to pay any Loss

in connection with any Claim made against any Insured arising from, based upon, or attributable to any 

lending or advisory services where such services are not reasonably regarded as part of the process of 

extending a loan, lease or extension of credit to a Borrower. 

C. EXCLUSIONS APPLICABLE TO PROFESSIONAL SERVICES LIABILITY AND TRUST SERVICES 

LIABILITY COVERAGES 

Contractual Liability - The Insurer shall not be liable under Insuring Agreements B. or C. for Loss in 

connection with any Claim made against any Insured arising from, based upon, or attributable to any liability 

under any contract or agreement; provided, however, that this exclusion shall not apply to: 

1. the extent that the Company would have been liable in the absence of the contract or agreement; 

2. Defense Expenses to the extent that such Claim alleges a breach of contractual obligations because 

of a Wrongful Professional Services Act or a Wrongful Trust Services Act; or 

3. the extent that the Company has agreed to indemnify an Employee whose services have been leased 

to the Company. 

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ERISA - The Insurer shall not be liable under Insuring Agreements B. or C. for Loss in connection with any 

Claim made against any Insured for any actual or alleged violation of the responsibilities, obligations or 

duties imposed upon fiduciaries by ERISA or any similar law. 

Failure to Maintain Insurance - The Insurer shall not be liable under Insuring Agreements B. or C. for 

Loss in connection with any Claim made against any Insured arising from, based upon, or attributable to any 

failure of the Insureds to effect or maintain adequate insurance. 

Fee Dispute - The Insurer shall not be liable under Insuring Agreements B. or C. for Loss in connection with 

any Claim made against any Insured arising from, based upon, or attributable to any disputes over fees, 

commissions, or charges for the Company's services. 

Forgery - The Insurer shall not be liable under Insuring Agreements B. or C. for Loss in connection with any 

Claim made against any Insured for: 

1. accepting, paying or cashing any instrument which bears a forged, altered or unauthorized signature 

or endorsement; 

2. acquiring, selling, transferring, paying or delivering any funds or property, extending any credit or 

giving any value, on the faith of any instruction or advice which: 

a. bears a forged signature; or 

b. has been altered without the knowledge and consent of the person or entity who signed or 

endorsed the instruction or advice; or 

3. guaranteeing in writing or witnessing any handwritten signature, which: 

a. is on a transfer, assignment, bill of sale, power of attorney, evidence of debt, guarantee, 

endorsement or similar written document; and 

b. is forged or altered. 

Guarantees - The Insurer shall not be liable under Insuring Agreements B. or C. for Loss in connection with 

any Claim made against any Insured arising from, based upon, or attributable to the Insured’s actual or 

written representations, promises or guarantees regarding the past performance or future value of any 

investment product. 

Investment Performance - The Insurer shall not be liable under Insuring Agreements B. or C. for Loss in 

connection with any Claim made against any Insured arising from, based upon or attributable to the 

depreciation, or failure to appreciate, in value of any investments, including securities, commodities, 

currencies, options or futures; provided, however, that this exclusion will not apply to any such depreciation, or 

failure to appreciate, resulting from negligence on the part of any Insured in failing to effect a specific 

investment transaction in accordance with the specific prior instructions of a customer of the Company. 

Investment Banking/Securities Underwriting - The Insurer shall not be liable under Insuring 

Agreements B. or C. for Loss in connection with any Claim made against any Insured arising from, based 

upon, or attributable to: 

1. underwriting, syndicating or promoting any security (except loan syndications or equity or debt securities 

issued by the Company);

2. rendering of advice or recommendations regarding any actual or attempted or threatened merger, 

acquisition, divestiture, tender offer, proxy contest, leveraged buy-out, going private transaction, 

bankruptcy, reorganization, restructuring, recapitalization, spin-off, offering of securities, dissolution or 

sale of all or substantially all of the assets or stock of an entity; 

3. rendering of any fairness opinion; 

4. proprietary trading; 

5. any acquisition or sale of securities of the Company for its own account; or 

6. any other investment banking activity, 

including any disclosure requirements in connection with any of the foregoing. 

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Lost Property - The Insurer shall not be liable under Insuring Agreements B. or C. for Loss in connection 

with any Claim made against any Insured arising from, based upon, or attributable to the actual physical loss 

of, or damage to, money, securities, property or other items of value in the care, custody or control of the 

Company, its correspondent bank or other authorized representative, including money, securities, property or 

other Items of value stored in a safe deposit box at, or in transit while in the care, custody or control of, the 

Company, its correspondent bank or other authorized representative. 

Mechanical Malfunction - The Insurer shall not be liable under Insuring Agreements B. or C. for Loss in 

connection with any Claim made against any Insured arising from, based upon, or attributable to the 

mechanical or electronic failure, breakdown or malfunction of any machine or system of machines. 

Notary Services - The Insurer shall not be liable under Insuring Agreements B. or C. for Loss in connection 

with any Claim made against any Insured arising from, based upon, or attributable to the notarization or 

certification of a signature of a person unless that person, or someone claiming to be that person, physically 

appeared before the Insured at the time of such notarization or certification. 

Other Services - The Insurer shall not be liable under Insuring Agreements B. or C. for Loss in connection 

with any Claim made against any Insured arising from, based upon, or attributable to: 

1. Lending Services; 

2. services performed by any entity which the Company has acquired or is in control of, as security or 

collateral for an extension of credit;

3. the practice of law or the rendering of legal services;

4. architectural or construction management services; or

5. services provided to customers as an enrolled actuary as that term is used in or in connection with 

ERISA.

Receiver/Trustee in Bankruptcy - The Insurer shall not be liable under Insuring Agreements B. or C. for 

Loss in connection with any Claim made against any Insured arising from, based upon, or attributable to the 

Company serving as a receiver, trustee in bankruptcy, conservator or assignee for the benefit of creditors. 

Stop Payment Liability - The Insurer shall not be liable under Insuring Agreements B. or C. for Loss in 

connection with any Claim made against any Insured arising from, based upon, or attributable to the failure 

to comply with any notice of any customer of the Company, or any authorized representative of such 

customer, to stop payment on any check or draft made or drawn by such customer, or the wrongful dishonor 

of, or wrongful failure to certify, any check or draft made or drawn by any customer of the Company or any 

authorized representative of such customer. 

Insolvency - The Insurer shall not be liable under Insuring Agreements B. or C. for Loss in connection with 

any Claim made against any Insured arising from, based upon, or attributable to the insolvency, 

conservatorship, receivership, bankruptcy, or liquidation of, or financial inability to pay or suspension of 

payment by, any bank or banking firm, investment company, investment bank, broker or dealer in securities or 

commodities, insurance or reinsurance entity, or any other organization of a similar nature (other than the 

Company); provided, however, that this exclusion will not apply to the extent such Claim alleges a covered 

Wrongful Professional Services Act or Wrongful Trust Services Act solely in connection with an 

Insured’s investment on behalf of a customer in the stock of any of the foregoing entities. 

SECTION IV - OTHER TERMS AND CONDITIONS 

This Section will supplement and not replace, Section XI., entitled “Other Terms And Conditions” contained in 

the General Terms and Conditions Applicable to All Coverage Parts. 

A. ADDITION OF A NEW PROFESSIONAL SERVICE - If, during the Policy Period, the Insured 

begins to offer a new Professional Service, coverage will be provided for such new Professional 

Service provided written notice has been given to the Insurer, together with such documentation and 

information as the Insurer may request, within ninety (90) days after the Insured begins to offer 

such new Professional Service. Coverage will not be afforded after ninety (90) days unless the 

Insurer has agreed to provide such coverage, subject to any additional terms and conditions, and 

payment of any additional premium, as may be required by the Insurer. The ninety (90) day notice 

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requirement and the ninety (90) day limitation of coverage will not apply, provided that: 

1. the total projected annual fee income or gross revenue to the Company from such new 

Professional Service does not exceed ten (10%) of the annual fee income or gross revenue 

to the Company for all Professional Services, as reflected in the Company’s most recent 

financial statements as of the inception date of the Policy Period; or 

2. the Company begins to offer such Professional Service less than ninety (90) days prior to 

the end of the Policy Period. 

Notwithstanding the foregoing, no coverage will be afforded under this section with respect to any 

new Professional Service specifically excluded from the definition of Professional Services. 

B. OTHER INSURANCE - This Coverage Part shall not be subject to the terms of any other insurance. 

All Loss, including Defense Expenses, payable under this Policy shall be excess to any other valid 

and collectible insurance available to any Insured, including any insurance under which there is a duty 

to defend, unless such insurance is written specifically excess of this Coverage Part by reference in 

such other policy to the Policy Number assigned to this Policy. 

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This endorsement is attached to and forms a part of Policy No. effective 

FLORIDA AMENDATORY ENDORSEMENT 

In consideration of the premium paid for this Policy, the Insurer and the Insureds agree that this 

endorsement amends the Policy as follows: 

I. The General Terms and Conditions Applicable to All Coverage Parts is amended as follows: 

1. The definitions of Domestic Partner and Pollutants in Section II. – DEFINITIONS, are 

deleted and replaced as follows: 

Domestic Partner has the meaning prescribed under applicable state law, or in the 

absence of such law, means two (2) persons, both of whom are mentally competent and 

at least eighteen (18) years of age and neither of whom is married or related to each 

other by blood, who have a common residence that they have shared for a period of two 

(2) years or more and are registered as domestic partners in a local registry, if one 

exists. 

Pollutants means any solid, liquid, gaseous or thermal irritant or contaminant, including 

but not limited to smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste 

includes materials to be recycled, reconditioned or reclaimed. 

2. Section VI. – DEFENSE OF CLAIMS, INSURED’S DUTIES AND RESPONSIBILITIES, 

ALLOCATION AND ARBITRATION, Subsection D. is deleted and replaced as follows: 

D. ARBITRATION – After a dispute has arisen, if the Insured and the Insurer cannot 

agree on an allocation of Defense Expenses, both parties may by mutual consent 

submit the allocation dispute to binding arbitration. In such case: 

1. no presumption as to allocation shall exist in any arbitration, suit or other 

proceeding; and 

2. the Insurer shall advance on a current basis Defense Expenses which the 

Insurer believes to be covered under this Policy until a different allocation is 

negotiated, arbitrated or judicially determined. 

The rules of the American Arbitration Association shall apply except with respect to the 

selection of the arbitration panel. The arbitration panel shall consist of one arbitrator 

selected by the Insured, one arbitrator selected by the Insurer, and a third 

independent arbitrator selected by the first two arbitrators. In any such arbitration, 

each party will bear its own legal fees and expenses. Any negotiated, arbitrated or 

judicially determined allocation of Defense Expenses will be applied retroactively to 

all Defense Expenses, notwithstanding any prior advancement to the contrary. Any 

allocation or advancement of Defense Expenses shall not apply to or create any 

presumption with respect to the allocation of other Loss arising from such Claim or 

any other Claim. 

3. Section VIII. – CANCELLATION, NONRENEWAL AND CONVERSION, Subsections A.1. and A.2. 

are deleted and replaced as follows: 

A.1. If this Policy is canceled by the Parent Company, the Insurer shall retain 

ninety percent (90%) of the pro-rata portion of the premium. If this Policy is 

canceled by the Insurer, the Insurer shall retain the pro-rata portion of the 

premium. Payment or tender of any unearned premium by the Insurer to the

Parent Company shall not be a condition precedent to the effectiveness of 

cancellation, but such payment shall be made within fifteen (15) working days 

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PL990170FL 0414 Page 2 of 2

after the effective date of cancellation. 

A.2. a. If this Policy has been in effect for less than ninety (90) days, the Insurer may 

cancel this Policy by mailing to the Parent Company written notice stating when 

such cancellation shall become effective and the reason(s) therefore. The Insurer

shall provide not less than: 

(i) ten (10) days notice of its intent to cancel for nonpayment of premium; or

(ii) sixty (60) days notice of its intent to cancel for any other reason(s), except 

where there has been a material misstatement or misrepresentation or 

failure to comply with underwriting requirements established by the 

Insurer, in which case the Insurer may cancel the Policy immediately. 

b. If this Policy has been in effect for more than ninety (90) days, the Insurer may 

cancel this Policy by mailing to the Parent Company written notice stating when 

such cancellation shall become effective and the reason(s) therefore. The Insurer

shall provide not less than: 

(i) ten (10) days notice of its intent to cancel for any of the following reasons: 

(ii) sixty (60) days notice of its intent to cancel for any of the following reasons: 

(1) material misstatement; 

(2) failure to comply with underwriting requirements established by the 

Insurer within ninety (90) days of the date of effectuation of coverage;

(3) substantial change in the risk assumed; or

(4) the cancellation is for all Insureds under such policies for a given class 

of Insureds. 

4. Section XI. – OTHER TERMS AND CONDITIONS, is amended to add the following: 

Inquiries to obtain information about coverage or resolving complaints shall be addressed to 

AmTrust North America 

Attention: Financial Institution Division 

800 Superior Avenue • 21st Floor • Cleveland, OH, 44114

Telephone: 866.327.6904 • Fax: 216.328.6251

Website: www.amtrustnorthamerica/financial-institutions.com

II. The Loss definition in the DEFINITIONS section of each Coverage Part shown below is amended to 

add the following: 

If Florida is the applicable jurisdiction, punitive and exemplary damages or the multiplied 

portion of any multiplied damage award are prohibited. 

All other provisions of the definition of Loss shall remain unchanged. 

Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, 

provisions, agreements or limitations of the Policy other than as above stated. 

Professional Liability Coverage Part

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This endorsement is attached to and forms a part of Policy No. effective

GENERAL TERMS AND CONDITIONS MODIFICATION

NON-CANCELLATION ENDORSEMENT

In consideration of the premium paid for this Policy, the Insurer and the Insureds agree that this 

endorsement amends the General Terms and Conditions Applicable to All Coverage Parts: 

1. Section VIII. – CANCELLATION, NON-RENEWAL AND CONVERSION, Subsection A.2. is deleted and 

replaced as follows: 

A. CANCELLATION 

2. The Insurer may not cancel this Policy from __________ to __________ except for 

nonpayment of premium, in which case the Insurer will provide written notice of 

cancellation to the Parent Company at least ten (10) days before the effective date 

of cancellation.

Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, 

agreements or limitations of the Policy other than as above stated.

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This endorsement is attached to and forms a part of Policy No. effective

PROFESSIONAL LIABILITY COVERAGE PART MODIFICATION 

SPECIFIED PROFESSIONAL SERVICES ENDORSEMENT 

In consideration of the premium paid for this Policy, the Insurer and the Insureds agree that this 

endorsement amends the Professional Liability Coverage Part: 

1. The definition of Professional Services in Section II. – DEFINITIONS is deleted and replaced as

follows:

Professional Services means only the services set forth in the Specified Professional Services 

Schedule below that the Insured performs or is required to perform for or on behalf of a 

customer of the Company pursuant to a written agreement between such customer and the 

Company or, with respect to Loan Servicing, pursuant to a written agreement between a third party 

and the Company: 

1. for a fee, commission or other monetary compensation;

2. for no fee, commission or other monetary compensation, if a fee, commission, or other monetary

compensation would usually be received by the Company for such services, but for business or

other reasons is waived or not charged by the Company; or

3. for other remuneration which inures to the benefit of the Company.

Specified Professional Services Schedule: 

Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, 

agreements or limitations of the Policy other than as above stated. 

• X IRA Consultant Services

• Depositor Services

• Data Processing Services

• Discount Brokerage Services

• Insurance Agent/Broker Services

• Investment Adviser/Financial Planning Services

• Notary Public Services

• Property Management Services

• Real Estate Agent/Broker Services

• Real Estate Appraisal Services

• Sale of Mutual Funds or Annuities

• Sale of Traveler's Checks, Certified or Cashier's Checks or Money Orders

• Sale or Administration of Credit Cards

• Security Broker/Dealer Services

• Tax Planner or Preparation Services

• Title Abstractor Services

• Travel Agent Services

• Wire Transfer Agent Services

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PL990221 0414 Page 1 of 1 

This endorsement is attached to and forms a part of Policy No. effective 

ADDITIONAL INSURED ENDORSEMENT 

In consideration of the premium paid for this Policy, the Insurer and the Insureds agree that this 

endorsement amends the following Coverage Parts: 

1. The definition of Insured in the DEFINITIONS section of each Coverage Part shown above is 

amended to add the following: 

Insured also means the individual or entity listed below: 

provided, however, that the Insurer shall not be liable to make any payment for Loss in connection 

with any Claim made against the individual or entity listed above based upon, arising out of, directly 

or indirectly resulting from, in consequence of, or in any way involving a Wrongful Act committed or 

alleged to have been committed prior to 

Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, 

agreements or limitations of the Policy other than as above stated. 

WDO1809368 02 3/3/2021

Professional Liability Coverage Part

IRA Financial Trust Company

3/3/2014

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PL990271 0915 Includes Copyrighted Material of Insurance Services Office, Inc., 

Used with its permission

Page 1 of 1 

EXCLUSION OF CERTIFIED ACTS OF TERRORISM

This endorsement modifies insurance provided under the following:

A. The following exclusion is added: 

EXCLUSION CERTIFIED ACTS OF TERRORISM 

“We” will not pay for any “loss” (as defined in the applicable coverage) resulting from any “claim” (as defined 

in the applicable coverage) based upon, attributable to, or arising, directly or indirectly, out of a “Certified Act 

of Terrorism”. 

B. For the purpose of this endorsement the following definitions are added: 

1. “Certified Act of Terrorism” means an act that is certified by the Secretary of the Treasury, in accordance 

with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such 

Act. The criteria contained in the Terrorism Risk Insurance Act for a “Certified Act of Terrorism” include 

the following:

a. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types 

of insurance subject to the Terrorism Risk Insurance Act; and

b. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is 

committed by an individual or individuals as part of an effort to coerce the civilian population of the 

United States or to influence the policy or affect the conduct of the United States Government by 

coercion.

2. The term “we” refers to the Insurance Company providing coverage.

C. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, 

do not serve to create coverage for any “loss” (as defined in the applicable coverage) that is otherwise excluded under the coverage(s) list above. 

Professional Liability Coverage Part

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PL991178 1020 Page 1 of 2

This endorsement is attached and forms a part of Policy No. effective. 

CYBER LIABILITY EXCLUSION

In consideration of the premium paid for this Policy, the Insurer and the Insureds agree that this endorsement 

amends the following Coverage Parts:

I. SECTION V – EXCLUSIONS of the Directors & Officers Liability Coverage Part is amended to add the Cyber

Liability exclusion in paragraph III. of this endorsement.

II. The Cyber Liability exclusion in SECTION III – EXCLUSIONS of the Professional Liability Coverage Part is

deleted and replaced with the Cyber Liability exclusion in paragraph III. of this endorsement.

III. Cyber Liability - The Insurer shall not be liable to pay any Loss in connection with any Claim made against

any Insured arising from, based upon, or attributable to:

1. theft, loss, disclosure, collection, storage, retention, inability to access, alteration or corruption of, or use or

misuse of any Protected Information;

2. failure to report, respond to or disclose the theft, loss, disclosure, collection, storage, retention, inability to

access, alteration or corruption of, or use or misuse of any Protected Information;

3. violation of any federal, state, local or foreign statute, law, rule, or regulation (as amended) governing the

correction, collection, protection, retention, handling, control, disposal, processing, disclosure, sharing, sale,

maintenance, acquisition, storage, access to, use or misuse of any Protected Information;

4. interruption, outage, inability to access, compromise of, or corruption of Computer Systems or any data

residing thereon;

5. trading losses, trading liabilities or change in value of accounts; or

6. loss, transfer or theft of monies, securities or tangible property to, from, or in the care, custody or control

of, the Insured.

IV. Solely for the purpose of this endorsement, the DEFINITIONS Section of the Directors & Officers Liability

Coverage Part and the Professional Liability Coverage Part is amended to add the following definitions:

Computer System means any computer hardware, software, any components thereof, or other associated

devices or equipment (including, but not limited to wireless and mobile devices), and are owned, operated,

controlled, or leased by or on behalf of:

1. the Insured;

2. any third party from which the Insured receives services or products;

3. any third party to which the Insured provides services or products; or

4. any third party with which the Insured has a contractual relationship.

Data Holder means a third party:

1. to which the Insured has provided Protected Information; or

2. that has received Protected Information on behalf of the Insured.

WDO1809368 02 3/3/2021

Professional Liability Coverage Part

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PL991178 1020 Page 2 of 2

Protected Information means any information of others in an Insured's or a Data Holder's care, custody 

or control or for which an Insured or Data Holder is legally responsible, including, but not limited to:

1. any non-public information that is protected under the Insured’s publicly available privacy policy (as 

amended);

2. information from which an individual may be uniquely and reliably identified or contacted, or which allows 

access to an individual’s financial, medical, or other records or accounts, including, but not limited to an 

individual's name, address, telephone number, social security number, account relationships, account 

numbers, account balances, account histories, usernames, authentication information, security information, 

passwords, or biometric information;

3. any information about and individual that is not publicly available, including, but not limited to videos, 

photographs, internet browsing history, customer proprietary network information (CPNI), and geolocation 

information;

4. any information concerning an individual that is protected pursuant to any federal, state, local or foreign 

statute, law, rule, or regulation (as amended) intended to govern the correction, collection, retention, 

handling, control, disposal, processing, disclosure, sharing, sale, maintenance, acquisition, storage, access 

to, or use or misuse of personal, financial, medical or other sensitive information, including, but not limited 

to:

a. Insurance Portability and Accountability Act of 1996 (as amended) (HIPAA) or the Health Information 

Technology for Economic and Clinical Health Act (HITECH Act) and their implementing regulations, or 

protected health-related information under any similar federal, state, local or foreign law;

b. the Gramm-Leach Bliley Act of 1999 and its implementing regulations, or protected personal information 

under any similar federal, state, local or foreign statute, law or regulation;

c. the California Security Breach Notification Act (CA SB 1386) and Massachusetts 201 CMR 17;

d. the Identity Theft Red Flags under the Fair and Accurate Credit Transactions Act of 2003;

e. Fair Credit Reporting Act;

f. section 5(a) of the Federal Trade Commission Act, 15 U.S.C. § 45(a), but solely for alleged violations of 

unfair or deceptive acts or practices in or affecting commerce;

g. the Data Protection Act of 1998 or similar legislation to comply with the European Union Data Protection 

Directive 95/46/EC of 1995; or by the European Union General Data Protection Regulation (GDPR). 

h. New York Cybersecurity Regulation (23 NYCRR Part 500); 

i. the California Consumer Privacy Act of 2018;

j. the Biometric Information Privacy Act; or

k. other federal, state, local or foreign statutes, laws, rules, or regulations similar to those described above;

5. any information that is not publicly available, and which is held under an obligation, agreement, or 

understanding of confidentiality; or

6. intellectual property including, but not limited to patents, trade secrets, data, designs, interpretations, 

forecasts, formulas, methods, practices, processes, records, reports, ideas, expressions of ideas, or other 

item of information that is not available to the general public.

Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, 

agreements or limitations of the Policy other than as above stated.

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PL990171 0414 Page 1 of 1 

This endorsement is attached to and forms a part of Policy No. WDO1809368 02 effective 3/3/2021. 

AMENDMENT TO DECLARATIONS PAGE 

ANY ITEM ENDORSEMENT 

In consideration of the premium paid for this Policy, the Insurer and the Insureds agree that this 

endorsement amends the Declarations Page as follows: 

Item : From:

To: SCHEDULE OF SUBSIDIARIES IS ADDED FOR THE FOLLOWING:

IRA Financial Trust Company 

Pension Investors Corp of Orlando

Pension Investors Corporation

Item 7: Endorsements: See Endorsement Schedule.

Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, 

agreements or limitations of the Policy other than as above stated. 

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Case 1:22-cv-23507-RKA Document 1-5 Entered on FLSD Docket 10/27/2022 Page 51 of 53
 

PL990279 0414 Page 1 of 1 

This endorsement is attached to and forms a part of Policy No. effective .

SCHEDULE OF SUBSIDIARIES

Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, 

agreements or limitations of the Policy other than as above stated.

Pension Investors Corp of Orlando

IRA Financial Trust Company

Pension Investors Corporation

WDO1809368 02 3/3/2021

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