SAMPLE POLICY KTRS 2017-2018.pdf

21 Dec 2017

Buryl Thompson

Teachers' Retirement System

209 St. Clair Street

Frankfort KY 40601-3868

USA

Re: Policy Delivery

Line of Business: Fiduciary Liability - Primary

Policy #: SFD3121030204

Policy Term: 30 Nov 2017 to 30 Nov 2018

Dear Buryl, We are pleased to confirm that the above captioned policy is available for your receipt. We have reviewed this policy and believe that it is consistent with the coverage bound. It is very important that you also carefully review this policy right away and let me know if you have any questions or concerns or in any way believe the coverage does not meet your specifications.

Best regards, Joseph E. Teed joseph.teed@aon.com

Aon Risk Solutions

DocuSign Envelope ID: 8A9DF338-F901-4ABF-9CE2-9F0CCC7FB82E

ESF-31210000 (9/2012) Page 1 of 3

SOLIDARITY PROTECTION GROUP

a voluntary membership organization operating pursuant to the Liability Risk Retention Act of 1986 and whose principal office is:

4323 Warren Street, NW, Washington, DC 20016-2437

The Euclid Vanguard Fiduciary Liability Insurance Policy Certificate

THIS IS A CLAIMS-MADE POLICY WITH CLAIM EXPENSES INCLUDED WITHIN THE LIMITS OF LIABLITY.

PLEASE READ THE ENTIRE POLICY CAREFULLY.

This Policy Certificate is issued under Master Policy Number SFM31210000 issued to Solidary Protection Group

Policy Number: SFD31210302-04 Renewal of: SFD31210302-03

Issued By: Hudson Insurance Company

100 William Street New York, NY 10038

ITEM 1. Insurance Representative: Aon Risk Solutions Financial Services Group/Private & Nonprofit Practices

Address: 200 East Randolph, 8th Floor Chicago, IL 60601

ITEM 2. Plan (or Plans): Kentucky Teachers’ Retirement System

Address: 479 Versailles Road Frankfort, KY 40601

ITEM 3. Policy Period:

Effective Date: 11/30/2017 (12:01 a.m. local time) Expiration Date: 11/30/2018 (12:01 a.m. local time)

ITEM 4. Limits of Liability:

(a) Aggregate Limit – Aggregate limit of liability for all Loss under this policy, including Claim Expenses $10,000,000

(b) Trustee Claim Expenses Sublimit – Aggregate limit of liability for all Claims Expenses in connection with Claims solely alleging Wrongful Acts as defined in Section II.R(3) of the policy (included within and not in addition to the maximum aggregate limit of liability above)

Not Applicable

(c) Voluntary Compliance Program Expenditures Sublimit – Aggregate limit of liability for all Voluntary Compliance Program Expenditures (included within and not in addition to the maximum aggregate limit of liability above)

$100,000

(d) ERISA 502(c) Civil Penalties Sublimit – Aggregate limit of liability for all Loss in the form of civil fines or any excise tax imposed pursuant to Section 502(c) of ERISA and the Pension Protection Act of 2006 (included within and not in addition to the maximum aggregate limit of liability above)

Not Applicable

(e) HIPAA and HITECH Fines & Penalties Sublimit – Aggregate limit of liability for all Loss in the form of civil fines and penalties imposed pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the

$1,500,000

ESF-31210000 (9/2012) Page 2 of 3

HITECH Act of 2009 (included within and not in addition to the maximum aggregate limit of liability above)

(f) PPACA Fines & Penalties Sublimit – Aggregate limit of liability for all Loss in the form of civil fines and penalties imposed pursuant to the Patient Protection and Affordable Care Act (PPACA) (included within and not in addition to the maximum aggregate limit of liability above)

$100,000

(g) Section 4975 Penalties Sublimit – Aggregate limit of liability for all Loss in the form of excise taxes imposed pursuant to Section 4975 of the Internal Revenue Code (included within and not in addition to the maximum aggregate limit of liability above)

$100,000

(h) ERISA Section 502(a)(3) Relief Sublimit – Aggregate limit of liability for all Loss in the form of equitable relief imposed pursuant to Section 502(a)(3) of ERISA (included within and not in addition to the maximum aggregate limit of liability above)

Not Applicable

(i) Benefit Overpayment Sublimit – Aggregate limit of liability for all benefit overpayments as defined in Section II.H(5) of the policy (included within and not in addition to the maximum aggregate limit of liability above)

$100,000

(j) Cyber Essentials – Aggregate limit of liability for Content Restoration Expenditures and Crisis Notification Expenditures as defined in Sections II.E and II.G of the policy (included within and not in addition to the maximum aggregate limit of liability above)

$100,000

ITEM 5. Retention (each Claim): $500,000

ITEM 6. Pending or Prior Proceeding Date: 11/30/1985

ITEM 7. Premium:

(a) $149,322.00 Basic Premium

(b) $ 100.00 Waiver of Recourse

(c) $ 2,687.00 Tax/Surcharge

(d) $152,109.00 Total Premium

ITEM 8. Extended Reporting Period: Twelve (12) month extended reporting period is available for 100% of the total annual premium, subject to Section IV.B of the policy

ITEM 9. Endorsements:

The following schedule lists all endorsements which form a part of the policy. It is only for reference and provides no coverage. The actual endorsement(s) should be reviewed to determine the effect on coverage:

Endorsement Number Endorsement Name

1. ESF-31230016 Kentucky Amendatory Endorsement

2. ESF-31220060A Public Entity Fiduciary Liability Endorsement

3. ESF-31220099 Failure to Fund Sublimit Endorsement buryl.thompson Typewritten Text buryl.thompson Typewritten Text

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ESF-31210000 (9/2012) Page 3 of 3

This Policy Certificate, together with Policy Form ESF-31210001 (9/2012), the endorsements indicated in ITEM 9 above, if any, and the completed and signed application(s) with any submitted attachments, complete the above-numbered policy.

November 6, 2017

Date Authorized Representative

ESF-31210001 (9/2012) Page 1 of 15

SOLIDARITY PROTECTION GROUP

a voluntary membership organization operating pursuant to the Liability Risk Retention Act of 1986 and whose principal office is:

4323 Warren Street, NW, Washington, DC 20016-2437

The Euclid Vanguard Fiduciary Liability Insurance Policy

In consideration of the payment of the premium and subject to the limits of liability and the Policy Certificate, conditions, limitations, provisions and other terms of this policy, Hudson Insurance Company (the “Insurer”) and the Insureds agree as follows:

I. INSURING AGREEMENTS

A. The Insurer will pay on behalf of the Insureds those Damages and Claim Expenses which the Insureds become legally obligated to pay as a result of any Claim first made against them during the policy period or, if applicable, the extended reporting period.

B. The Insurer will pay on behalf of the Insureds those Voluntary Compliance Program

Expenditures incurred by the Insureds as a result of their participation in any Voluntary Compliance Program if such participation commences during the policy period or, if applicable, the extended reporting period.

C. The Insurer will pay on behalf of the Insureds those Content Restoration Expenditures and

Crisis Notification Expenditures directly resulting from a covered Information Breach in the Plan’s business operations.

II. DEFINITIONS

The following terms, when set forth in this policy in bold-face type, will have the meanings set forth below:

A. Administration means, with respect to a Plan: giving advice and/or counseling to participants and beneficiaries; providing interpretations; handling records; determining and calculating Benefits, including the alleged failure to make timely determinations of eligibility for Benefits;

preparing, distributing or filing required notices or documents, including but not limited to the actual or alleged failure to properly and timely provide COBRA notices or other required notices; or activities relating to enrollment, termination or cancellation of participants or beneficiaries under a Plan.

B. Benefits means any obligation under a Plan to a Plan participant or beneficiary that is a payment of money or property.

C. Claim means:

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

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

ESF-31210001 (9/2012) Page 2 of 15

3. a criminal proceeding commenced by the return of an indictment;

4. a formal administrative or regulatory proceeding commenced by the filing of a notice of charges, formal investigative order or similar document; or

5. a written notice by the Department of Labor or the Pension Benefit Guaranty

Corporation of the commencement of an investigation;

seeking to hold an Insured liable or responsible for a Wrongful Act committed or attempted, or allegedly committed or attempted, by such Insured or by any person for whose Wrongful Acts such Insured is or is alleged to be legally responsible.

D. Claim Expenses means reasonable expenses and legal fees (other than regular and overtime wages, salaries or fees of the directors, officers, trustees or employees of the Insured) incurred by or on behalf of the Insureds in the investigation, adjustment, defense or appeal of a Claim, including the premium for an appeal bond.

E. Content Restoration Expenditures means reasonable and necessary costs that are extraordinary and beyond the Plan’s normal expenditures and that are incurred by the Plan, subject to the Insurer’s prior consent, to restore or recreate content when such content was:

1. maintained in the Insured’s care or the care of a trusted party; and

2. damaged or destroyed as a result of an Information Breach.

If the content cannot be restored or recreated, the Content Restoration Expenditures will be the actual expenses incurred to reach that determination. The Insured must secure written consent from the Insurer before incurring any Content Restoration Expenditures.

Content Restoration Expenditures does not include:

1. the cost to restore or recreate content to a level greater than that which existed immediately before the Information Breach; or

2. costs incurred by the Insured more than twelve (12) months after the Insured’s first discovery of an Information Breach.

F. Covered Penalties means, solely in connection with a Plan, and subject to the aggregate limit of the policy and the aggregate sublimit of liability set forth in the Policy Certificate:

1. civil penalties or any excise tax imposed pursuant to Section 502(c) of the Employee Retirement Income Security Act of 1974 (“ERISA”) or pursuant to any other provision of ERISA or the Code that was amended by the multiemployer plan provisions of the Pension Protection Act of 2006;

2. civil penalties of up to five percent (5%) imposed pursuant to Section 502(i) of ERISA;

3. civil penalties of up to twenty percent (20%) of any settlement or judgment imposed pursuant to Section 502(l) of ERISA for breach of fiduciary duty;

4. civil fines and penalties imposed pursuant to the Health Insurance Portability and

Accountability Act of 1996 (“HIPAA”) and the HITECH Act of 2009;

5. civil fines and penalties imposed pursuant to the Patient Protection and Affordable

Care Act (“PPACA”);

6. the 15% or less excise tax penalty imposed pursuant to Section 4975 of the Internal

Revenue Code, with respect to covered judgments; and

7. relief arising under Section 502(a)(3) of ERISA.

G. Crisis Notification Expenditures means reasonable and necessary costs that are extraordinary and beyond the Plan’s normal expenditures and are paid by, subject to the

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Insurer’s prior written consent, the Insured within twelve (12) months of the Insured’s first discovery of the Information Breach for any of the following:

1. the cost of any Insured to notify persons of a breach of the privacy of their personally identifiable information that was in the Insured’s care, custody or control or in the care, custody or control of a trusted party;

2. an Insured’s public relations activities that are solely intended to mitigate a material impact to any Insured arising out of an Information Breach which has become substantially publicized through the news media;

3. costs, including forensic and investigative expenses, billed to an Insured by others an Insured engages to determine the origin, extent and duration of an Information Breach; and

4. costs an Insured incurs for the credit monitoring services to affected persons because of an Information Breach.

Except for costs of efforts incurred within the first twenty-four (24) hours of the Insured’s first discovery of an Information Breach, all Crisis Notification Expenditures, including, but not limited to, the costs to re-secure the personally identifiable information of affected persons and corporate confidential information, require the Insurer’s prior written approval.

H. Damages means monetary and non-monetary damages, judgments (including pre- and post-judgment interest on a covered judgment), settlements and Covered Penalties which an Insured is legally obligated to pay as a result of a Claim. Damages shall also include reasonable and necessary fees and expenses of an Independent Fiduciary if such fiduciary is retained as a necessary measure under fiduciary standards to review a proposed settlement of a covered Claim.

Damages will not include:

1. civil or criminal fines or penalties other than Covered Penalties;

2. taxes or tax penalties other than Covered Penalties;

3. cleanup costs relating to hazardous materials, pollution or product defects;

4. wages, tips and commissions;

5. Benefits, or that portion of any settlement or award in an amount equal to such

Benefits, unless and to the extent that recovery of such Benefits is based upon a covered Wrongful Act and is payable as a personal obligation of an Insured Person;

provided, however, that Damages shall include a monetary award in, or fund for settling, a Claim against any Insured to the extent it alleges a loss to a Plan or loss in the actual accounts of participants in a Plan by reason of an alleged breach of fiduciary duty resulting in a change in value of the investments held by that Plan; and provided further, however, that Damages shall include any negligent act, error or omission committed by the Insured solely in the miscalculation of any Benefit which results in an overpayment that would otherwise not be covered by the Plan and cannot be recovered by the Plan after reasonable effort; and

6. matters that may be deemed uninsurable under the law pursuant to which this policy shall be construed.

Where permitted by law, Damages shall include punitive, exemplary and multiplied damages imposed upon any Insured, subject to this policy’s other terms, conditions, and limitations, including, but not limited to, Section V.A(1) of this policy. Enforceability of this paragraph shall be governed by the applicable law that most favors coverage for such penalties and punitive, exemplary and multiplied damages.

ESF-31210001 (9/2012) Page 4 of 15

Claims Expenses shall be provided for items specifically excluded from Loss pursuant to subparagraphs 1 – 6 above, subject to the other terms, conditions, and exclusions of this policy.

I. Employee Benefit Law means:

1. the Employee Retirement Income Security Act of 1974, as amended (ERISA), or any state statute or provision concerning fiduciary standards of care with respect to a Plan, including but not limited to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), the Newborns’ and Mothers’ Health Protection Act of 1996, the Mental Health Parity Act of 1996, the Women’s Health and Cancer Rights Act of 1998, the Pension Protection Act of 2006, and Patient Protection and Affordable Care Act

(PPACA);

2. the privacy provisions of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH); and solely with respect to subparagraph (2) of the definition of Wrongful Act, unemployment insurance, Social Security, government-mandated disability benefits or similar law; and

3. Section 301 of the Labor Management Relations Act (LMRA) relating to alleged violations of collectively bargained contracts in connection with a Plan.

In no event shall Employee Benefit Law, other than as set forth in subparagraph (2) above, include any law other than ERISA which concerns workers’ compensation, unemployment insurance, Social Security, government-mandated disability benefits or similar law.

J. Information Breach means the following when allegedly or actually done by the Insured or on the Insureds behalf:

1. failure to prevent exposure of, unauthorized access use of, repudiation of access to, tampering with or introduction of malicious code into data, software, firmware, systems or networks;

2. failure to prevent identity theft or credit/debit card fraud;

3. failure to prevent the theft, unauthorized or illegal exposure of a person’s personally identifiable information or commercial confidential information that resides in or on an Insureds laptop(s), device(s) or other media containing content or in on a trusted party’s laptop(s), device(s) or other media containing content; and

4. failure to prevent unauthorized access to or unauthorized use of commercial confidential information.

K. Insurance Representative means the person or organization authorized to represent the

Insureds and designated as such in ITEM 1 of the Policy Certificate of this policy.

L. Insured means:

1. any Plan;

2. any natural person serving as a past, present or future trustee, committee member or employee of a Plan in his or her Administration of a Plan or in his or her capacity as a fiduciary or trustee of a Plan; and

3. any other entity or natural person designated as an additional Insured by written endorsement to this policy.

M. Loss means Damages, Claim Expenses, Voluntary Compliance Program Expenditures and Information Breaches; provided, however, that Loss will not include:

ESF-31210001 (9/2012) Page 5 of 15

1. any overhead expenses or charges, salaries, wages, fees or benefits of any Insured;

2. any surcharges, taxes, fines or penalties other than those defined as Covered

Penalties in Section II.F; or

3. any matter uninsurable under the law pursuant to which this policy is construed.

N. Plan means each plan or trust enumerated in ITEM 2 of the Policy Certificate of this policy.

O. Related Claims means all Claims based upon, arising from or in consequence of causally connected Wrongful Acts.

P. Voluntary Compliance Program means any voluntary compliance resolution program or similar voluntary settlement program administered by the U.S. Internal Revenue Service or the U.S. Department of Labor, including but not limited to the Employee Plans Compliance Resolution System, the Audit Closing Agreement program, the Voluntary Compliance Resolution Program, the Walk-In Closing Agreement Program, the Administrative Policy Regarding Self-Correction, the Tax Sheltered Annuity Voluntary Correction Program, the Delinquent Filer Voluntary Compliance Program and the Voluntary Fiduciary Correction Program.

Q. Voluntary Compliance Program Expenditures means:

1. reasonable costs, charges and expenses of attorneys, accountants and/or other professionals that are incurred solely in investigating and evaluating a Plan’s actual or alleged noncompliance with any statute, rule or regulation and effecting a resolution thereof pursuant to a Voluntary Compliance Program; and

2. any fees, fines, penalties or sanctions paid by an Insured to a governmental authority pursuant to a Voluntary Compliance Program as a result of a Plan’s actual or alleged inadvertent noncompliance with any statute, rule or regulation and, subject to the Insurer’s approval, costs to correct a Plan’s actual or alleged inadvertent noncompliance with any statute, rule or regulation that are incurred by the Plan in connection with its participation in a Voluntary Compliance Program.

R. Wrongful Act means:

1. any breach of the responsibilities, obligations or duties imposed upon fiduciaries of a Plan by an Employee Benefit Law;

2. any negligent act, error or omission by any Insured in the Administration of any Plan;

and

3. with respect to Claims Expenses only, any negligent act, error or omission, other than a wrongful employment practice, by an Insured solely in such Insured’s capacity as a trustee of a Plan that is not otherwise covered in subparagraphs (1) and (2) above.

III. DEFENSE AND SETTLEMENT

A. The Insurer will have the right and duty to defend any Claim covered by this policy, even if the allegations in such Claim are groundless, false or fraudulent. Upon the exhaustion of the limit of liability applicable to any Claim, the Insurer’s duty to defend such Claim will cease and, upon the exhaustion of the Insurer’s maximum aggregate limit of liability under this policy as set forth in ITEM 4(a) of the Policy Certificate, the Insurer will thereafter have no duty or obligation to defend or to continue to defend any Claim.

ESF-31210001 (9/2012) Page 6 of 15

B. Subject to Section III.A above, the Insureds will have the right to select defense counsel to defend Claims against them, subject to the Insurer’s approval, such approval not to be unreasonably withheld, and subject to such counsel’s agreement to comply with applicable litigation management guidelines. The Insureds must, however, exercise this right in writing within thirty (30) days after first giving the Insurer notice of the Claim with respect to which such counsel is to be retained. If the Insureds do not inform the Insurer in writing of their intent to retain their own defense counsel within thirty (30) days after providing notice of a Claim, the Insurer will have the right to appoint defense counsel to represent the Insureds in connection with such Claim and to conduct the defense thereof.

C. Claim Expenses incurred by counsel retained by the Insureds, or by the Insurer if the Insureds do not exercise their right to retain their own defense counsel, are part of and not in addition to the applicable limit of liability as set forth in ITEM 4(a) of the Policy Certificate, and the payment by the Insurer of such Claim Expenses will reduce, and may exhaust, the applicable limit of liability under this policy.

D. The Insureds agree to provide the Insurer with all information, assistance and cooperation which the Insurer reasonably requests and the Insureds further agree that, in the event of a Claim, they will do nothing that may prejudice the Insurer’s position or actual or potential rights of recovery. At the Insurer’s request, the Insureds will assist in the conduct of actions, suits or proceedings, including but not limited to attending hearings, trials and depositions, securing and giving evidence and obtaining the attendance of witnesses, and will also assist in making settlements.

E. The Insureds agree not to settle any Claim, incur any Claim Expenses or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Insurer’s written consent, which consent will not be unreasonably withheld. The Insurer will not be liable for any settlement, Claim Expenses, assumed obligation or admission to which it has not consented.

F. The Insurer may make any investigation it deems necessary and may, with the written consent of the Insureds, make any settlement of a Claim it deems expedient.

IV. EXTENSIONS OF COVERAGE

A. Spouses, Estates and Legal Representatives

Subject to the limits of liability and the Policy Certificate, conditions, limitations, provisions and other terms of this policy, the coverage provided by this policy will extend to Claims made against:

1. the estate, heirs, legal representatives or assigns of any natural person Insured if such natural person Insured is deceased, or the legal representatives or assigns of any natural person Insured if such natural person Insured is incompetent, insolvent or bankrupt; and

2. the lawful spouse or domestic partner of a natural person Insured solely by reason of such spouse or domestic partner’s status as such or such spouse or domestic partner’s ownership interest in property which the claimant seeks as recovery for liability of such natural person Insured.

All conditions, limitations, provisions and other terms of this policy applicable to Claims against and Loss incurred by natural person Insureds will also be applicable to Claims

ESF-31210001 (9/2012) Page 7 of 15 against and loss incurred by their estates, heirs, legal representatives, assigns, spouses and domestic partners. No coverage will be available under this Section IV.A, however, for any loss, including costs, charges or expenses of defense, arising from any act, error or omission committed or attempted, or allegedly committed or attempted, by a natural person Insured’s estate, heir, legal representative, assign, spouse or domestic partner.

B. Extended Reporting Period

1. If this policy is terminated or not renewed for any reason other than the non-payment of premium, the Insureds will have the right to purchase an extension of the coverage granted by this policy for a twelve (12) month period (the “extended reporting period”) after the effective date of such termination or non-renewal. The extended reporting period, if purchased, will apply only to:

a. Claims first made during the extended reporting period, and only if such Claims are for otherwise covered Wrongful Acts committed, attempted or allegedly committed or attempted before the effective date of such termination or non-renewal;

b. Voluntary Compliance Program Expenditures incurred by Insureds as a result of the Insureds’ participation during the extended reporting period in a Voluntary Compliance Program, but only if such participation commences during the extended reporting period and involves a Plan’s actual or alleged inadvertent noncompliance with any statute, rule or regulation before the effective date of such termination or non-renewal.

2. The additional premium for the extended reporting period will be that amount set forth in ITEM 8 of the Policy Certificate. This additional premium must be paid within thirty

(30) days after the effective date of the termination or non-renewal of the policy, and will be deemed to have been fully earned immediately as of the inception of the extended reporting period.

3. The Insurer’s limits of liability for Loss from Claims first made or deemed made during the extended reporting period and for Voluntary Compliance Program Expenditures resulting from the Insureds participation during the extended reporting period in a Voluntary Compliance Program will be part of, and not in addition to, the limits of liability stated in ITEM 4(c) of the Policy Certificate, which are applicable to all Loss for which this policy provides coverage.

4. The Insurer reserves the right to approve a request for a longer extended reporting period not to exceed seventy-two (72) months, for such additional premium as the Insurer may require.

V. EXCLUSIONS

A. The Insurer will not be liable for any Loss on account of any Claim against any Insured:

1. Arising out of, based upon or attributable to any:

a. profit or advantage to which the Insured was not legally entitled; or

b. deliberate criminal or deliberate fraudulent act, or any knowing or willful violation of any statute, rule or law, including, but not limited to Employee Benefit Law, by the Insured;

ESF-31210001 (9/2012) Page 8 of 15 if established by any final, non-appealable adjudication in any action or proceeding other than an action or proceeding initiated by the Insurer to determine coverage under the policy;

2. For any actual or alleged libel or slander;

3. For any actual or alleged bodily injury to, or mental or emotional distress, sickness, disease or death of, any person, or damage to or destruction, loss or loss of use of any tangible property; provided, however, this exclusion shall not apply to Claims Expenses incurred in the defense of a Claim for a violation of an Employee Benefit Law by an Insured;

4. Based upon, arising from or in consequence of any liability of others assumed by any Insured under any contract or agreement, whether oral or written, other than an agreement or declaration of trust or similar agreement creating or establishing a Plan;

provided, that this exclusion will not apply to the extent that an Insured would have been liable in the absence of such contract or agreement;

5. Based upon, arising from or in consequence of:

a. any act, error, omission, fact, circumstance, situation, transaction, event, decision or Wrongful Act if written notice thereof has been given under any policy of which this policy is a renewal or replacement if such prior policy affords coverage or, but for the exhaustion of its limit or limits or liability, would have afforded coverage for such Loss, in whole or in part, as a result of such notice; or

b. any demand, suit or other proceeding, or order, decree or judgment rendered, against any Insured on or prior to the Pending or Prior Proceeding Date set forth in ITEM 6 of the Policy Certificate of this policy, or the same or substantially similar facts, circumstances or situations underlying or alleged in any such demand, suit, proceeding, order, judgment or decree;

6. The Insurer will not be liable for Loss resulting in an Information Breach arising out of or in any way related to an actual or alleged:

a. refunds, credits, redemption, discounts, coupons, offsets, rebates or returns, including, but not limited to: licensing fees, subscription charges, access fees, royalties or any other type of fee or charge;

b. the cost to create a proof of Loss or to document a Loss; or

c. expenses the Plan incurs to upgrade, enhance or improve content, data, software, firmware, systems or networks to a state better than that which existed prior to the Information Breach.

B. Full Severability of Exclusions

No facts pertaining to or knowledge possessed by any Insured will be imputed to any other Insured to determine the application of any of the above Exclusions.

VI. CONDITIONS

A. Limits of Liability and Retention

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1. Regardless of the number of Claims, the number of persons or entities included within the definition of Insured, the number of Insureds included in a particular Claim or the number of claimants who may make Claims against the Insureds, the amount stated in ITEM 4(a) of the Policy Certificate will be the Insurer’s maximum aggregate limit of liability under this policy for all Loss for which this policy provides coverage, and the retention stated in ITEM 5 of the Policy Certificate will apply separately to each Claim.

2. Claim Expenses are part of and not in addition to the limit of liability set forth in ITEM

4(a) of the Policy Certificate, and payment of Claim Expenses by the Insurer will reduce, and may exhaust, that limit of liability.

3. The Insurer will have no obligation to pay Loss, including Claim Expenses, or to defend or continue to defend any Claim, after the limit of liability set forth in ITEM 4(a) of the Policy Certificate has been exhausted.

4. The amount set forth in ITEM 4(b) of the Policy Certificate will be the Insurer’s maximum limit of liability under this policy for Claim Expenses only in connection with Claims solely alleging Wrongful Acts as defined in Section II.R(3) of this policy, and such amount will be part of and not in addition to the Insurer’s maximum aggregate limit of liability for all Loss under this policy as stated in ITEM 4(a) of the Policy Certificate.

5. The amount set forth in ITEM 4(c) of the Policy Certificate will be the Insurer’s maximum limit of liability under Section I. Insuring Agreement B for all Voluntary Compliance Program Expenditures incurred in connection with the Insureds participation in Voluntary Compliance Programs, and such amount will be part of and not in addition to the Insurer’s maximum aggregate limit of liability for all Loss under this policy as stated in ITEM 4(a) of the Policy Certificate.

6. The amount set forth in ITEM 4(d) of the Policy Certificate will be the Insurer’s maximum limit of liability under this policy for Loss in the form of civil penalties or excise tax imposed pursuant to Section 502(c) of ERISA and the Pension Protection Act of 2006, and such amount will be part of and not in addition to the Insurer’s maximum aggregate limit of liability for all Loss under this policy as stated in ITEM 4(a) of the Policy Certificate.

7. The amount set forth in ITEM 4(e) of the Policy Certificate will be the Insurer’s maximum limit of liability under this policy for Loss in the form of civil fines and penalties imposed pursuant to HIPAA and the HITECH Act, and such amount will be part of and not in addition to the Insurer’s maximum aggregate limit of liability for all Loss under this policy as stated in ITEM 4(a) of the Policy Certificate.

8. The amount set forth in ITEM 4(f) of the Policy Certificate will be the Insurer’s maximum limit of liability under this policy for civil fines and penalties imposed pursuant to the Patient Protection and Affordable Care Act (PPACA), and such amount will be part of and not in addition to the Insurer’s maximum aggregate limit of liability for all Loss under this policy as stated in ITEM 4(a) of the Policy Certificate.

9. The amount set forth in ITEM 4(g) of the Policy Certificate will be the Insurer’s maximum limit of liability under this policy for excise taxes imposed pursuant to Section 4975 of the Internal Revenue Code, and such amount will be part of and not in addition to the Insurer’s maximum aggregate limit of liability for all Loss under this policy as stated in ITEM 4(a) of the Policy Certificate.

ESF-31210001 (9/2012) Page 10 of 15

10. The amount set forth in ITEM 4(h) of the Policy Certificate will be the Insurer’s maximum limit of liability under the policy for relief imposed pursuant to Section 502(a)(3) of ERISA, and such amount will be part of and not in addition to the Insurer’s maximum aggregate limit of liability for all Loss under this policy as stated in ITEM 4(a) of the Policy Certificate.

11. The amount set forth in ITEM 4(i) of the Policy Certificate will be the Insurer’s maximum limit of liability under the policy for miscalculation of benefits resulting in the overpayment of a benefit that would otherwise not be covered by the Plan, and such amount will be part of and not in addition to the Insurer’s maximum aggregate limit of liability for all Loss under this policy as stated in ITEM 4(a) of the Policy Certificate.

12. The amount set forth in ITEM 4(j) of the Policy Certificate will be the Insurer’s maximum limit of liability under Section I. Insuring Agreement C for all Loss resulting from an Information Breach, and such amount will be part of and not in addition to the Insurer’s maximum aggregate limit of liability for all Loss under this policy as stated in ITEM 4(a) of the Policy Certificate.

13. The obligations of the Insurer to pay Loss, including Claim Expenses, will only be in excess of any applicable retention as stated in ITEM 5 of the Policy Certificate, which amount will be borne by the Insureds at their own expense. The Insurer will have no obligation whatsoever, either to the Insureds or to any other person or entity, to pay all or any portion of any applicable retention amount on behalf of any Insured, although the Insurer will, at its sole discretion, have the right and option to do so, in which event the Insureds agree to repay the Insurer any amounts so paid.

B. Notice

1. As a condition precedent to exercising their rights under Section I. Insuring Agreement

A of this policy, the Insureds must give the Insurer written notice as soon as practicable of any Claim made against them.

2. As a condition precedent to exercising their rights under Section I. Insuring Agreement B of this policy, the Insureds must give the Insurer written notice as soon as practicable of their participation or intent to participate in a Voluntary Compliance Program; provided, that the Insurer will not be liable under Section I. Insuring Agreement B for any Voluntary Compliance Program Expenditures incurred in connection with any Voluntary Compliance Program before such written notice has been given to the Insurer.

3. As a condition precedent to exercising their rights under Section I. Insuring Agreement C of this policy, the Insureds must give the Insurer written notice as soon as practicable of an Information Breach discovered by the Insured or a trusted party.

When an Information Breach is discovered that may reasonably be expected to result in a covered Loss, the Insured must:

a. immediately, upon the first discovery of the Information Breach, notify the

Insurer in writing or by email. This notification must include a description of the Information Breach, a description of how, when and where the Information Breach or circumstances happened and copies of all available information relating to the Information Breach and its duration;

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b. promptly authorize the Insurer to obtain records and other information and provide the Insurer with records and information as requested by the Insurer;

c. promptly cooperate with and assist the Insurer in the investigation of the Information Breach and any Loss; and

d. promptly assist the Insurer, upon request, in enforcing all rights of contribution or indemnity that any Insured or the person affected may have against all persons or entities.

4. If during the policy period or, if exercised, the extended reporting period an Insured becomes aware of circumstances that could give rise to a Claim or an Information Breach and gives the Insurer written notice of such circumstances, then any Claims or Information Breaches subsequently arising from such circumstances will be considered to have been made during the policy period or, if exercised, the extended reporting period in which such circumstances were first reported to the Insurer.

5. As a condition precedent to exercising their rights under this policy, the Insureds must give the Insurer such information and cooperation as the Insurer may reasonably require, including but not limited to a description of any Claim or circumstances that could give rise to a Claim, the nature of any Wrongful Acts actually or allegedly committed or attempted, the nature of the alleged or potential damage, the identities of actual or potential claimants, and the manner in which the Insureds first became aware of any such Claim or circumstances that could give rise to a Claim.

C. Coverage Territory

The insurance afforded by this policy applies anywhere in the world.

D. Related Claims

All Related Claims will be deemed to be a single Claim which will be deemed to have been first made at the earlier of the following times:

1. When the earliest of such Related Claims was first made, or

2. At the earliest time at which notice was given under any policy of insurance of any act, error, omission, fact, circumstance, situation, transaction, event, decision or Wrongful Act underlying any such Related Claim.

E. Related Information Breaches

All Information Breaches that result in Loss covered by this Policy that are the same, continuous, repeated or in a series of interrelated Information Breaches or are temporally, logically or causally connected by facts, circumstances, situations, transactions, events, utterances or decisions shall be deemed to be a single Information Breach happening at the time of the earliest of those Information Breaches during the policy period.

F. Changes in Exposure

1. If, during the policy period, a Plan merges into or consolidates with another plan not enumerated in ITEM 2 of the Policy Certificate, written notice thereof must be provided to the Insurer as soon as practicable. Coverage under this policy will continue in full force and effect with respect to Claims for Wrongful Acts committed, attempted or allegedly committed or attempted before such event by such Plan, by any natural

ESF-31210001 (9/2012) Page 12 of 15 person Insureds with respect to any Plan or by any person for whose Wrongful Acts any such Insured is legally responsible, and for the Insureds’ participation in Voluntary Compliance Programs in respect of any such Plan’s actual or alleged noncompliance with any statute, rule or regulation before such event. However, coverage under this policy will cease with respect to Claims for Wrongful Acts committed, attempted or allegedly committed or attempted after such event by any such Insured or by any person for whose Wrongful Acts any such Insured is legally responsible and for the Insureds’ participation in Voluntary Compliance Programs in respect of any such Plan’s actual or alleged noncompliance with any statute, rule or regulation after such event.

2. If, during the policy period, the responsibility for the administration of a Plan is fully assumed by another person, entity or group of persons or entities, written notice thereof must be provided to the Insurer as soon as practicable. Coverage under this policy will continue in full force and effect with respect to Claims for Wrongful Acts committed, attempted or allegedly committed or attempted before such event by any natural person Insureds with respect to such Plan prior to such transfer of responsibilities or by any person for whose Wrongful Acts any such Insured is legally responsible, and for such natural person Insureds’ participation in Voluntary Compliance Programs in respect of any such Plan’s actual or alleged noncompliance with any statute, rule or regulation before such event. However, coverage under this policy will cease with respect to Claims for Wrongful Acts committed, attempted or allegedly committed or attempted after such event by any such natural person Insured or by any person for whose Wrongful Acts any such Insured is legally responsible and for such natural person Insureds’ participation in Voluntary Compliance Programs in respect of any such Plan’s actual or alleged noncompliance with any statute, rule or regulation after such event.

3. If any Plan is terminated, whether before or during the policy period, written notice thereof must be provided to the Insurer as soon as practicable. Coverage under this policy will continue to apply to Claims for Wrongful Acts committed, attempted or allegedly committed or attempted before such event by such Plan, by any natural person Insureds with respect to such Plan or by any person for whose Wrongful Acts any such Insured is legally responsible, and to the Insureds’ participation in Voluntary Compliance Programs in respect of any such Plan’s actual or alleged noncompliance with any statute, rule or regulation before such event. No coverage will be available under this policy, however, with respect to Claims for Wrongful Acts committed, attempted or allegedly committed or attempted after such event by any such Insured or by any person for whose Wrongful Acts any such Insured is legally responsible, or for Voluntary Compliance Program Expenditures in connection with Voluntary Compliance Programs in respect of any such Plan’s actual or alleged noncompliance with any statute, rule or regulation after such event.

G. Other Insurance

All Loss payable under this policy will be specifically excess of and will not contribute with any other valid and collectible insurance, whether such other insurance is stated to be primary, contributing, excess (except insurance specifically in excess of this policy), contingent or otherwise.

H. Allocation

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If, in connection with a Claim, both Loss covered by this policy and loss not covered by this policy are incurred, either because the Claim contains both covered and uncovered matters or because the Claim is made in part against persons or entities not insured hereunder, the Insureds and the Insurer will use their best efforts to determine a fair and appropriate allocation of amounts incurred in connection with such Claim as between Loss covered under this policy and loss not covered under this policy. The Insureds and the Insurer agree that, in determining such a fair and appropriate allocation, the parties will take into account the relative legal and financial exposures associated with any such covered and uncovered matters, as well as the relative legal and financial exposures of, and the relative benefits obtained in connection with the defense and/or settlement of any Claim by, the Insureds and other persons or entities not insured hereunder. If an agreement between the Insureds and the Insurer as to a fair and appropriate allocation cannot be reached, then the Insurer will pay or advance that portion of those amounts incurred in connection with such Claim which the Insureds and the Insurer agree constitutes Loss covered under this policy until a final allocation is agreed upon or determined pursuant to the provisions of this policy and applicable law.

I. Subrogation; Waiver of Right of Recourse

1. In the event of payment under this policy, the Insurer will be subrogated to, and will be entitled to an assignment of, all of the Insureds’ rights of recovery therefor. The Insureds will execute all papers and do everything necessary to secure such rights, including the execution of any documents necessary to enable the Insurer effectively to pursue and enforce such rights and to bring suit in the name of the Insureds.

2. If any premium for this policy is paid out of the assets of a Plan, the Insurer will have the right of recourse required by Section 410(b)(1) of ERISA, unless an Insured other than a Plan shall have paid the additional waiver of recourse premium set forth in ITEM 7(b) of the Policy Certificate.

J. Termination of Policy; No Obligation to Renew

1. This policy may not be cancelled or rescinded by the Insurer except for non-payment of premium.

2. This policy will terminate at the earliest of the following times:

a. Upon receipt by the Insurer of written notice of termination from the Insurance Representative;

b. Subject to Section IV.B, above, upon expiration of the policy period, as set forth in ITEM 3 of the Policy Certificate; or

c. At such other time as the Insurer and the Insurance Representative may agree.

3. If the policy is terminated by the Insurance Representative, the Insurer will refund any unearned premium computed at customary short rates. Under all other circumstances, unearned premium, if any, will be computed pro rata. Refund of any unearned premium will be made either at the time of termination or as soon as practicable thereafter, but payment or tender by the Insurer of any unearned premium is not a condition of termination.

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4. The Insurer will not be required to renew this policy upon its expiration. The offer of renewal terms and conditions or premiums different from those in effect prior to renewal will not constitute refusal to renew.

K. Representations and Severability

1. The Insureds represent that the Policy Certificate and statements contained in the written application for this policy are true, accurate and complete, and agree that this policy is issued in reliance on the truth of that representation, and that such Policy Certificate and statements, which are deemed to be incorporated into and to constitute a part of this policy, are the basis of this policy and are material to the Insurer’s acceptance of this risk.

2. Such written application for coverage will be considered as a separate application for coverage by each Insured and, with respect to the Policy Certificate and statements contained in such written application for coverage, no declaration or statement in the application or knowledge possessed by any Insured will be imputed to any other Insured for the purpose of determining whether coverage is available.

L. No Action Against the Insurer

No action may be taken against the Insurer unless, as a condition precedent thereto, there shall have been full compliance with all of the terms of this policy. No person or entity will have any right under this policy to join the Insurer as a party to any Claim to determine the liability of any Insured; nor may the Insurer be impleaded by an Insured or his, her or its legal representative in any such Claim.

M. Bankruptcy or Insolvency of Insured

The Insurer will not be relieved of any of its obligations under the policy by the bankruptcy or insolvency of any of the Insureds or their estates.

N. Authorization and Notices

1. By acceptance of this policy, the Insurance Representative agrees to act on behalf of all Insureds with respect to all matters under this policy, including but not limited to the payment of premiums and the receipt of any return premiums, the giving and receiving of notices of Claim and of circumstances that may give rise to a Claim and all other notices and communications (except notices to effect the purchase of any extended reporting period), the effecting or accepting of any endorsements to or termination or non-renewal of this policy and the Insureds agree that the Insurance Representative will act on their behalf.

2. All notices to the Insurer of Claims, of circumstances that may give rise to Claims or of the Insureds’ intent to participate in a Voluntary Compliance Program or any other notice required under the policy must be given in writing via mail, fax or email to:

Euclid Specialty Managers, LLC 380 Maple Avenue West, Suite 302 Vienna, VA 22180

(571) 730-4813 (fax) professionalclaims@euclidspecialty.com mailto:professionalclaims@euclidspecialty.com

ESF-31210001 (9/2012) Page 15 of 15

O. Alteration and Assignment

No change in, modification of or transfer or assignment of interest under this policy will be effective unless made by written endorsement to this policy signed by an authorized representative of the Insurer or a designated affiliate thereof.

P. Valuation and Foreign Currency

All premiums, limits, retentions, Loss and other amounts under this policy are expressed and payable in the currency of…