Investment Managers Indemnity Insurance

About This Policy

Section 2: Professional Liability — claims by investors, clients, and regulators arising from your financial services activities.

Section 3: Directors' and Officers' Liability — personal liability of your directors and officers for management decisions.

Section 4: Crime — direct financial loss from employee dishonesty, fraud, and theft.

By integrating these covers, this policy eliminates the gaps and overlaps that arise when you purchase separate PI, D&O, and crime policies — and provides a single aggregate to manage.

This is a claims-made and notified policy (Sections 2 and 3) and a discovery policy (Section 4).

This policy, together with your schedule and any endorsements, forms your contract of insurance. Words in bold have special meanings — see Section 1.

Notice under s 40(3) of the Insurance Contracts Act 1984 (Cth): if, during the policy period, you give us written notice of facts that might give rise to a claim against you, we cannot later refuse to cover a claim arising from those facts merely because it is made after this policy expires. Clauses 2.4 and 7.2 explain how to give that notice. This notice is given to you before you enter into this contract, as required by s 40(1) of the Act.

Schedule

1 Definitions

When the following words appear in bold in this policy, they have the meanings set out below. These definitions apply throughout this policy unless a section expressly states a different meaning for that section.

2 Professional Liability

What Is Covered

2.1 Financial Services Liability

If a claim is first made against an insured during the policy period for a wrongful act in connection with financial services activities performed on or after the retroactive date, we will pay:

(a) any amount the insured becomes legally liable to pay as compensation (including the claimant's costs); and

(b) the insured's defence costs,

for any actual or alleged:

2.2 Defence of Regulatory Proceedings

We will pay the insured's defence costs in responding to any regulatory proceeding, even before a claim has been made.

2.3 AFCA Complaints

We will pay the insured's defence costs in responding to complaints lodged with the Australian Financial Complaints Authority (AFCA) in connection with financial services activities. We will also pay any determination, award, or settlement made through the AFCA process.

2.4 Notification of Circumstances

If during the policy period an insured becomes aware of any fact, matter, or circumstance that might reasonably be expected to give rise to a claim, and you notify us in writing during the policy period, any later claim arising from those circumstances will be treated as first made during this policy period. This clause implements s 40(3) of the Insurance Contracts Act 1984 (Cth) — see clause 7.2 for the corresponding obligation.

Extensions — Section 2

2.5 Loss of Documents

Reasonable costs to restore or replace tangible or electronic documents necessary for your financial services activities, lost, damaged, or destroyed while in your possession.

2.6 Fund Assets — Third-Party Service Provider Failure

If a third-party service provider (such as a custodian, administrator, or prime broker) fails to perform its obligations under its contract with you or a fund, and a claim is made against you as a result, we will cover you as if you had performed the activity yourself — provided you exercised reasonable care in selecting, appointing, and monitoring the third-party service provider.

This extension does not cover the insolvency of a third-party service provider or the loss of fund assets held by a custodian — unless the loss results from the custodian's fraud or dishonesty (which may be covered under Section 4).

2.7 Mitigation Costs

Reasonable costs incurred with our prior consent to prevent or reduce a loss that would otherwise be covered.

2.8 Continuous Cover

If a claim arises from a wrongful act that should have been notified under a previous policy and was not known, and continuous cover has been maintained, we will cover the claim under this policy's terms and limits — see clause 8.3 for how this is capped.

2.9 Public Relations

Reasonable costs of a public relations consultant following a covered claim or regulatory proceeding.

2.10 Court Attendance

$500 per day for an insured person or employee attending court, a tribunal, or an AFCA hearing as a witness in connection with a covered claim, subject to a maximum of $10,000 in total for any one claim.

2.11 Joint Venture and Sub-Advised Funds

If you provide investment management or sub-advisory services to a fund managed by another entity under a sub-advisory or joint venture arrangement, we will cover claims arising from your services under that arrangement as if the fund were your own fund. “Joint venture” means an incorporated or unincorporated arrangement between you and another entity to jointly provide investment management or sub-advisory services, and covers claims arising in connection with the scope of that arrangement.

2.12 Compliance Costs

We will pay compliance costs incurred by you in responding to a covered ASIC or APRA audit, review, or inquiry.

3 Directors' and Officers' Liability

What Is Covered

3.1 Personal Liability — Non-Indemnifiable Loss (Side A)

If a claim is first made against an insured person during the policy period for a wrongful act in their capacity as a director or officer of the company, committed on or after the retroactive date, and the loss is non-indemnifiable (because the company is legally prohibited, financially unable, or refuses to indemnify), we will pay the insured person directly.

No excess applies to Side A.

3.2 Company Reimbursement (Side B)

If the company has indemnified an insured person for indemnifiable loss, we will reimburse the company.

The Side B excess shown in the schedule applies.

Extensions — Section 3

3.3 Retired Directors and Officers

Cover continues for claims against retired insured persons for 72 months after the end of the policy period, at no additional premium.

3.4 Spouse, Estate, and Legal Representative

Covered for claims arising from the insured person's wrongful acts, including jointly held assets at risk.

3.5 ASIC and APRA Investigation Costs

Defence costs for formal ASIC and APRA investigations into the conduct of an insured person, even before a claim is made.

3.6 FAR Proceeding Costs

Defence costs for proceedings under the Financial Accountability Regime Act 2023 (Cth) against an insured person as an accountable person.

If the proceeding results in the forfeiture or clawback of the insured person's deferred remuneration, we will pay the forfeited amount — provided no final adjudication of dishonesty.

3.7 Preservation of Assets and Living Expenses

Legal costs to vary or discharge a freezing order; reasonable living expenses during asset restraint.

3.8 Bail and Civil Bond

Reasonable costs of a bail bond or civil bond required to secure an insured person's release or to avoid a freezing order, in connection with a covered claim.

3.9 Extradition Defence

Defence costs in responding to an extradition proceeding against an insured person, in connection with a wrongful act.

3.10 Loss of Earnings

$1,000 per day for an insured person attending court, a tribunal, an AFCA hearing, or a regulatory proceeding at our request, in connection with a covered claim, subject to a maximum of $20,000 in total for any one claim.

4 Crime

What Is Covered

4.1 Employee Dishonesty

You or a fund's direct financial loss caused by a dishonest act committed by an employee, first discovered during the policy period.

This covers:

(a) theft of money, securities, digital assets, cryptocurrency, or other fund assets;

(b) fraudulent transfers from your accounts or fund accounts;

(c) fraudulent alteration of records, valuations, or unit prices;

(d) deliberate misallocation of trades or investments; and

(e) embezzlement and misappropriation.

4.2 Third-Party Service Provider Dishonesty

You or a fund's direct financial loss caused by a dishonest act committed by an employee of a third-party service provider while performing services for you or the fund — provided the act was directed at you or the fund.

4.3 Forgery and Alteration

Your loss from forgery of, or fraudulent alteration to, any financial instrument, instruction, or authorisation, resulting in a payment from your accounts or fund accounts.

4.4 Computer Crime

Your loss from fraudulent entry, modification, or deletion of data in your computer system by a third party, resulting in the unauthorised transfer of money or fund assets.

4.5 Funds Transfer Fraud

Your loss from a fraudulent funds transfer instruction issued by a third party who has gained unauthorised access to your banking or communication systems.

4.6 Social Engineering Fraud

Your loss from a funds transfer or delivery of money made in good faith as a result of a fraudulent communication impersonating a genuine person or entity. Whether reasonable verification steps were followed is a factor we take into account in assessing the claim; it is not a condition precedent to cover under this clause.

Extensions — Section 4

4.7 Forensic Investigation Costs

Reasonable costs of forensic accountants or fraud investigators.

4.8 Reconstitution of Records

Costs of reconstituting financial records destroyed to conceal a dishonest act.

4.9 Client / Investor Notification Costs

If an employee's dishonest act affects fund investors or your clients, we will pay reasonable costs of notifying affected persons.

4.10 Payment to Funds

Where this Section covers a fund's direct financial loss, we will pay you, for the benefit of the affected fund, unless we agree otherwise in writing with you and the fund. The Insured definition (clause 1) and clause 6.7 (Other Insurance) state how this Section applies where the fund has separate insurance of its own.

4.11 Single Loss

All direct financial loss under this Section caused by, or involving, one dishonest act, or a series of dishonest acts that are the same, similar, or related, or that involve one or more employees acting alone or in collusion pursuant to a single scheme or course of conduct, is treated as one loss, first discovered when the earliest constituent act was discovered. A single loss that spans more than one policy period is treated as discovered in, and is subject to the limit, excess, and terms of, the policy period in which it was first discovered.

4.12 Digital Assets and Cryptocurrency

Fund assets (clause 1) includes digital assets and cryptocurrency. Loss of digital assets or cryptocurrency is covered under this Section on the same basis as other fund assets. Endorsement E13 (Cryptocurrency / Digital Asset Fund Management) provides enhanced terms — including custody, wallet-security, and valuation provisions — for funds with material digital-asset exposure; it does not remove or narrow the base-form cover in this clause.

5 What Is Not Covered — All Sections

5.1 Dishonesty and Fraud (Sections 2 and 3)

Claims arising from deliberately dishonest, fraudulent, or criminal conduct — but only after final adjudication (a judgment or finding after exhaustion of all appeal rights, or a formal admission by the insured person concerned). Defence costs advanced until then, repayable if there is final adjudication. Severability applies (see clause 8.1).

5.2 Personal Profit

Personal profit to which the insured person was not entitled — after final adjudication.

5.3 Insured Versus Insured

Claims by one insured against another — except: claims by a liquidator/administrator/receiver; derivative actions by unitholders or shareholders; whistleblower claims (within the meaning of Part 9.4AAA of the Corporations Act 2001 (Cth)); third-party-funded claims; employment claims; and cross-claims.

5.4 Prior Known Matters

Claims arising from matters known before the retroactive date that the insured knew might lead to a claim. Knowledge assessed individually (see clause 8.1).

5.5 Prior and Pending Litigation

Claims arising from proceedings pending before the retroactive date, or from substantially the same facts.

5.6 Bodily Injury and Property Damage

Death, bodily injury, or physical damage — except mental injury in employment or regulatory claims, and defence costs in WHS proceedings. WHS fines and penalties are not insured to the extent insuring them is prohibited by law in the relevant State or Territory.

5.7 Fund Performance

Any claim alleging that the performance or return of a fund or investment was inadequate, or that an investment decision resulted in a loss — unless the claim also alleges a breach of duty, negligence, misleading conduct, or another wrongful act.

We do not guarantee investment performance. But if you breached your duty of care in making an investment decision, and an investor claims that breach caused their loss, that is covered.

5.8 Trading Losses (Section 4)

Direct investment or trading losses — whether authorised or unauthorised — except where the trading was conducted by an employee committing a dishonest act and qualifies under clause 4.1.

5.9 Fees and Commissions

The return of management fees, performance fees, commissions, or other charges that you were not entitled to receive — except where the obligation to return fees arises directly from a covered claim and the return is ordered by a court, tribunal, or AFCA as part of a compensation award.

5.10 Product Design and Distribution

Claims alleging that a financial product was inherently defective in its design, or that the product was distributed outside its target market in breach of the design and distribution obligations — except to the extent the claim alleges a wrongful act by an insured in the design, governance, or distribution process.

ASIC stop orders and product intervention orders are covered as regulatory proceedings under clause 2.2.

5.11 War, Terrorism, Sanctions, Nuclear

War, terrorism, and nuclear risks: We do not cover any loss or liability arising directly or indirectly from (a) war (whether or not declared), invasion, hostilities, rebellion, revolution, insurrection, civil unrest, or the use or usurpation of military power, or any similar belligerent act; (b) any act of terrorism, meaning an act, or threat of an act, involving force, violence, or serious harm to people, property, or systems, committed for a political, religious, ideological, or similar purpose and intended to influence a government or to intimidate the public or a section of it; or (c) radioactivity, or radioactive, nuclear, or ionising-radiation material of any kind. This exclusion applies regardless of any other cause or event contributing concurrently or in any sequence to the loss.

Sanctions: we are not required to provide cover, or to make any payment, to the extent that doing so would expose us to enforcement action under the Autonomous Sanctions Act 2011 (Cth), the Charter of the United Nations Act 1945 (Cth), or the trade or economic sanctions, laws, or regulations of the United States, the United Kingdom, the European Union, or Australia.

5.12 Cyber Event

First-party cyber losses (data restoration, business interruption, incident response). Third-party cyber liability is excluded except to the extent it arises from a breach of duty in your financial services activities (e.g., failure to protect client data in the course of providing financial services).

5.13 US / Canada Jurisdiction

Claims brought or maintained in the US or Canada — unless Endorsement E01 is operative.

5.14 Employer's Liability

Employment-related claims (unfair dismissal, discrimination, harassment). Covered under management liability or EPL (see Endorsement E12).

6 How Much We Will Pay

6.1 Section Limits and Overall Aggregate

Each section has its own per-claim and aggregate limit. The overall aggregate is the most we will pay across all sections combined.

6.2 Priority of Payment

First: Section 3 Side A — personal non-indemnifiable loss and defence costs of insured persons.

Second: Section 2 — professional liability claims and regulatory proceedings.

Third: Section 3 Side B — company reimbursement.

Fourth: Section 4 — crime losses.

6.3 Defence Costs

Included within the limit of liability unless the schedule states otherwise. Advanced as incurred.

6.4 Allocation

If a claim involves covered and uncovered matters or parties, we will agree a fair and reasonable allocation having regard to the relative legal and financial exposure of covered and uncovered matters and parties. If we cannot agree, a Senior Counsel, mutually agreed or, failing agreement, nominated by the President of the relevant State or Territory Bar Association, will determine the allocation, and that determination is binding on the allocation question only.

6.5 No Excess on Side A

No excess for insured persons under Section 3 Side A.

6.6 Cross-Section Application

If a single event gives rise to losses under more than one section (for example, an employee commits fraud — Section 4 — and investors bring a claim alleging negligent supervision — Section 2), each section responds to its own type of loss, but the overall aggregate limits the total we pay. Where the same loss is capable of being paid under more than one insuring clause, it is paid once, under the clause with the highest applicable limit, subject to one excess.

6.7 Other Insurance

This policy is excess over other valid insurance responding to the same loss, except Section 3 Side A, which is always primary for non-indemnifiable loss. This clause states a priority rule; it does not relieve us of liability merely because other insurance exists (see s 45 of the Insurance Contracts Act 1984 (Cth)).

6.8 Multiple Funds — Limit Sharing

Where the schedule (Item 7) lists more than one fund, all funds share the section limits and the overall aggregate stated in Item 4 of the schedule; a loss involving, or a claim by or on behalf of, one fund reduces the limit available to every other fund insured under this policy. Item 7 of the schedule may instead state a per-fund sub-limit, or a stated sharing rule, for one or more named funds, in which case that sub-limit or rule applies to that fund in place of unrestricted sharing.

7 Your Obligations

7.1 Notify Claims (Sections 2 and 3)

Tell us in writing as soon as reasonably practicable after a claim is made.

7.2 Notify Circumstances (Sections 2 and 3)

Tell us during the policy period of any circumstance that might reasonably give rise to a claim. Later claims from notified circumstances are treated as made during this policy period. This is the notification referred to in clause 2.4 and implements s 40(3) of the Insurance Contracts Act 1984 (Cth).

Examples specific to investment management:

• An investor or group of investors has complained about fund performance and engaged lawyers.

• ASIC has issued a s912C direction or s33 notice relating to your AFSL obligations.

• A material valuation error has been identified in a fund that may require unit price correction.

• An authorised representative has provided advice outside the scope of their authority.

• A compliance breach report has identified a systemic issue in product distribution.

• APRA has commenced a targeted review of your prudential compliance (for superannuation trustees).

7.3 Notify Losses (Section 4)

Tell us within 60 days of discovery of a crime loss. Report to police.

7.4 Do Not Admit Liability

Do not admit liability or settle without our consent. Consent not unreasonably withheld.

7.5 Cooperate

Provide all information and assistance. Allow us to associate in defence and settlement.

7.6 Duty of Disclosure

The duty of disclosure under the Insurance Contracts Act 1984 (Cth) applies to the named insured as the party proposing this contract; this is a non-consumer contract. As between us and each insured person, disclosure and knowledge are assessed individually as a matter of contract, under clause 8.1 (Severability and Non-Imputation).

8 General Conditions

8.1 Severability and Non-Imputation

Each insured person is treated as if they had a separate policy. Knowledge and conduct are not attributed between insured persons. This severability applies to every knowledge-based or conduct-based provision of this policy, including clauses 5.1, 5.2, 5.4, 5.5, 7.6, and 8.2.

8.2 Non-Rescindable (Section 3 Side A)

Side A will not be avoided for any reason, except personal misrepresentation with intent to deceive by the specific insured person seeking cover, and we waive our right under s 28(3) of the Insurance Contracts Act 1984 (Cth) to reduce our liability to any other insured person for that misrepresentation.

8.3 Continuous Cover

As per clause 2.8, capped at the lower of this policy's limit and the prior policy's limit, and otherwise on the terms of whichever of the two policies is less favourable to you.

8.4 Extended Reporting Period

Automatic 90 days if this policy is not renewed or is cancelled (Sections 2 and 3). Section 4 has its own 60-day post-discovery notification period under clause 7.3. Extended periods for Sections 2 and 3 beyond the automatic 90 days are available for purchase under Endorsement E08, for the durations shown in the schedule when that endorsement is operative.

8.5 Cancellation

By you: any time in writing. By us: we may only cancel this policy on grounds permitted by s 60 of the Insurance Contracts Act 1984 (Cth). Where we are entitled to cancel, we will give written notice as required by s 59, and will refund the premium proportionally. Cancellation does not affect a claim or circumstance already notified.

8.6 Change of Control

If any person acquires more than 50% of the company's voting rights, this policy continues for the remainder of the policy period for pre-change-of-control wrongful acts only.

8.7 Newly Acquired Subsidiaries

Automatic cover for 90 days from acquisition (revenue up to $10M; similar activities). Notify within 90 days.

8.8 Governing Law, Jurisdiction, GST, Privacy, Disputes

Governing law: the law of the state or territory shown in Item 10 of the schedule, fixed as at the inception of the policy period.

Jurisdiction: each party submits to the non-exclusive jurisdiction of the courts of that state or territory, and courts competent to hear appeals from them.

GST: amounts payable under this policy are reduced by any input tax credit entitlement under A New Tax System (Goods and Services Tax) Act 1999 (Cth), and are grossed up for GST where required.

Privacy: information is handled in accordance with the Privacy Act 1988 (Cth).

Disputes: if you are not satisfied with a decision we make, you may access our internal dispute resolution (IDR) process — details are available on request or in our Financial Services Guide. If you remain unsatisfied after IDR, you may lodge a complaint with the Australian Financial Complaints Authority (AFCA) — www.afca.org.au | 1800 931 678.

8.9 Insurance Contracts Act — Savings

Nothing in this policy excludes, restricts, or modifies the operation of the Insurance Contracts Act 1984 (Cth) (the Act). Where any provision of this policy is inconsistent with the Act, the Act prevails. Without limiting the foregoing, s 54 of the Act applies to any act or omission by an insured after this policy's inception in relation to a claim or circumstance, so that we may not refuse to pay, or reduce our liability in respect of, a claim by reason of that act or omission except to the extent permitted by s 54.

8.10 Fund Wind-Up Run-Off

If a fund named in the schedule (or established during the policy period) winds up, terminates, or is transferred to another responsible entity or trustee during the policy period, cover under Sections 2, 3, and 4 continues in respect of that fund, on this policy's terms and within its limits, for wrongful acts and dishonest acts occurring before the wind-up, termination, or transfer, until the earlier of: (a) the expiry of the policy period (including any Extended Reporting Period under clause 8.4 or discovery notification period under clause 7.3 that applies); or (b) the fund obtaining its own separate insurance covering the same period.

This clause does not extend the policy period or create a separate limit for the affected fund; clause 6.8 (Multiple Funds — Limit Sharing) continues to apply.

Appendix A — Investment Managers: A Practical Guide

This appendix is provided for context and is not part of the operative policy wording. It does not form part of the contract of insurance, does not change any cover, exclusion, condition, or limit stated in Sections 1–8 above, and is not to be used to interpret them. Where anything in this appendix conflicts with Sections 1–8, Sections 1–8 govern.

Why an integrated policy, not separate covers?

Key regulatory obligations for investment managers

Appendix B — Endorsement Library

This endorsement library is compatible with base wording v1.1.x. Every endorsement below is either fully drafted for use, or is marked "Title reserved" if not yet available. Each endorsement amends the base clause(s) referenced against the current numbering in Sections 1–8 above; if the base wording is renumbered again, the endorsement library must be re-anchored.

Licence, Provenance, and Use

Meridian Commons — Open Source Insurance Wording. This wording's TEXT is licensed under Creative Commons BY 4.0. The licence applies to the wording text only: the Cuttleflow name, the Meridian name, the bearing mark, and other Cuttleflow brand assets are excluded from the licence and may not be used by adopters without separate permission. An adopter's own schedules and endorsements built on top of this wording are that adopter's work product; CC BY 4.0 requires only that you attribute the wording text you use.

Document ref: 2026/IMI/0001 · v1.2.0-DRAFT · July 2026. The version of this wording current at a policy's inception governs that policy for its duration.

Adopters must obtain their own legal advice before use, must confirm use is approved by their capacity provider, and must not represent this wording as reviewed or approved by Cuttleflow Systems' Wording Partner for their use — the Wording Partner's review letter runs to Cuttleflow Pty Ltd t/a Cuttleflow Systems only.

Designed for the Australian market under the Insurance Contracts Act 1984 (Cth), Corporations Act 2001 (Cth), and ASIC Act 2001 (Cth). Users are responsible for their own legal review, regulatory compliance, and reinsurance alignment.