Investment Managers’ Insurance
Proposal Form

Keystone recommends that the proposed Insured keep a record of all information supplied for the purpose of entering into an insurance contract. Please answer all questions in full. If there is insufficient space, please provide further details on your letterhead. All attached documents form part of this Proposal.

General Details

Proposed Insured Name (list all entities including subsidiaries to be covered by the policy):

Street Address:

State:	Postcode:

Phone:	Website:

ABN/ACN:	AFS Licence Number:

Date of Establishment:

Business Activity

Type of Company

☐ Private

☐ Public Listed

☐ Public Unlisted

Other:

Does the proposed Insured currently have a valid professional liability policy?	No ☐	Yes ☐
Does the proposed Insured currently have a valid management liability policy?	No ☐	Yes ☐
Does the proposed Insured currently have a valid crime policy?	No ☐	Yes ☐

Please provide a breakdown of employee numbers by state, including the directors, officers and committee members:

Location	Number of Employees
Australian Capital Territory
New South Wales
Northern Territory
Queensland
South Australia
Tasmania
Victoria
Western Australia
Overseas
Total

Please provide the following details for each principal, partner or director:

Name	Age	Qualifications	Date Qualified

Does the proposed Insured have any income or activities outside Australia?	No ☐	Yes ☐
Does the proposed Insured have any income from the United States of America?	No ☐	Yes ☐
During the last three years has the proposed Insured had a change in capital structure?	No ☐	Yes ☐
During the last three years has any subsidiary of the proposed Insured been sold or ceased trading?	No ☐	Yes ☐
During the last three years has any acquisition involving the proposed Insured taken place?	No ☐	Yes ☐
Has there been any substantial change in the proposed Insured's business in the past twelve months?	No ☐	Yes ☐
Does the proposed Insured anticipate any substantial change in activities during the next twelve months?	No ☐	Yes ☐
Does the proposed Insured assume liability under contract, enter into hold harmless agreements or agree to waive rights of subrogation?	No ☐	Yes ☐
Has the proposed Insured had an insurance policy renewal declined or had any insurance policy cancelled for any reason within the last five years?	No ☐	Yes ☐
Has the proposed Insured or any principals of the proposed Insured ever been declared bankrupt?	No ☐	Yes ☐
Has the proposed Insured or any principals of the proposed Insured ever been convicted of a criminal offence?	No ☐	Yes ☐
Is the proposed Insured a subsidiary of another company?	No ☐	Yes ☐
Has the proposed Insured ever re-stated its financial results in the last 24 months or is it intending to re-state its financial results?	No ☐	Yes ☐
Within the last 12 months have there been any changes to the members or structure of the proposed Insured's board?	No ☐	Yes ☐

If yes to any questions above, please provide full details in the space available on page 11 of this Proposal.

Are all publications, marketing material or other product or service communications reviewed by legal counsel prior to their release to third parties?	No ☐	Yes ☐
Does the proposed Insured have a business continuity plan in place that has been approved by regulatory authorities or external auditors?	No ☐	Yes ☐
When engaging employees does the proposed Insured always use a process to obtain references from former employers?	No ☐	Yes ☐
Are employees who are responsible for financial and accounting functions and computer programming operations required to take two weeks uninterrupted leave each year?	No ☐	Yes ☐
Are duties segregated so that no one person can issue and draw cheques, withdraw funds or transfer funds in excess of $10,000 in value without approval by another person?	No ☐	Yes ☐
Are bank accounts independently reconciled on a monthly basis by persons not authorised to deposit or withdraw funds from the accounts?	No ☐	Yes ☐
Does the proposed Insured change passwords for all online accounts and banking platforms maintained by the proposed Insured at least every 45 days?	No ☐	Yes ☐
Are all computer passwords withdrawn when people cease employment with the proposed Insured?	No ☐	Yes ☐
Are all amendments to software programs approved independently from the person making the amendment?	No ☐	Yes ☐
Have all employees been provided with material regarding the dangers of Social Engineering Fraud, Phishing, Phreaking and Cyber Fraud?	No ☐	Yes ☐

If no to any questions above, please provide full details in the space available on page 11 of this Proposal.

Please describe how compliance is handled, including policies and procedures and the persons responsible for this function:

Please describe the procedures and checks in place to avoid a breach of any investment mandate:

Please advise the security measures in place for funds transfers such as call-back or other authentication procedures:

What systems are in place to detect unauthorised changes to transactions or unusual transactions?

Who audits the fund?

Who audits the fund manager?

Who audits the compliance plans?

Have all recommendations of these auditors been implemented?	No ☐	Yes ☐

If no, please provide full details in the space available on page 11 of this Proposal.

Please provide the name of the following professional service providers or agents:

Administrator

Asset Manager

Custodian

Legal

Sales Agent

Stockbroker

Trustee/Responsible Entity

Other

Please list all shareholders who control more than 5% of the proposed Insured’s voting share capital and the percentage of shares held by those shareholders. If more than ten shareholders please continue the list in the space available on page 11 of this Proposal:

Name	Shares %
%
%
%
%
%
%
%
%
%
%
Total	100%

Do any of the directors or officers of the proposed Insured act in the capacity as a director for an outside entity at the specific written request or written approval of the proposed Insured?	No ☐	Yes ☐

If yes, please complete the Outside Directorship addendum on page 10 of this Proposal.

Claims Details

Has the proposed Insured or any principals of the proposed Insured had any claims against them which were or could have been covered by the proposed insurance within the last five years?	No ☐	Yes ☐
Has the proposed Insured had incidents or occurrences which were or could have been covered by the proposed insurance within the last five years?	No ☐	Yes ☐
After enquiry, is the proposed Insured aware of any facts or circumstances which might result in a future claim under the proposed insurance?	No ☐	Yes ☐
Has the proposed Insured or any principals of the proposed Insured been the subject of any complaint, suit, inquiry or notice of a hearing from any State, Territory or Federal regulatory body, or any other party within the last five years?	No ☐	Yes ☐
Has the proposed Insured or any principals of the proposed Insured had any fine or penalty imposed by, or been served an infringement, improvement or prohibition notice or enforcement order by any Federal, State, Local Government or Regulatory Authority within the last five years?	No ☐	Yes ☐
Has the proposed Insured discovered any losses from employee dishonesty, burglary, robbery, disappearances, destruction or forgery within the last five years?	No ☐	Yes ☐

If yes to any questions above, please provide full details in the space available on page 11 of this Proposal.

Insurance Needs

Additional Limits for Non-Executive Directors

Would the proposed Insured like the policy extended to provide an additional limit for each non-executive director if the limit of liability is exhausted due to payments of amounts insured under the management liability cover of the policy?	No ☐	Yes ☐

Company Securities Liability

Would the proposed Insured like the policy extended to provide cover for claims made against the proposed Insured by holders of the proposed Insured's securities?	No ☐	Yes ☐

If yes, please provide answers to the following questions:

Has there ever been, or is there now pending, any securities claims against the proposed Insured or any official inquiry into any matter concerning the proposed Insured's securities?	No ☐	Yes ☐
Is the proposed Insured aware of any facts which might give rise to a securities claim being made against the proposed Insured or which might give rise to an official inquiry into matters concerning the proposed Insured's securities?	No ☐	Yes ☐

If yes to either question above, please provide full details in the space available on page 11 of this Proposal.

Employment Practices Liability

Would the proposed Insured like the policy to be extended to provide cover for claims made against the organisation for employment related claims?	No ☐	Yes ☐

If yes, please provide answers to the following questions:

Does the proposed Insured have written procedures, contracts of employment, personnel files, and an employee handbook?	No ☐	Yes ☐
Does the proposed Insured minute all grievance and disciplinary hearings?	No ☐	Yes ☐

If no to either question above, please provide full details in the space available on page 11 of this Proposal.

Does the proposed Insured expect there to be any redundancies or other reductions amongst its employees in the next 24 months?	No ☐	Yes ☐
Has there been more than 10% of the employees of the proposed Insured resign, or been made redundant, or dismissed during the last 24 months?	No ☐	Yes ☐
Does the proposed Insured plan to make any amendments to the employee benefits package in the next 24 months or has it already done so during in the last 24 months?	No ☐	Yes ☐
Has the proposed Insured or any principals or directors of the proposed Insured had any claims made against them for wrongful termination, discrimination intimidation or sexual harassment within the last five years?	No ☐	Yes ☐

If yes to any questions above, please provide full details in the space available on page 11 of this Proposal.

Loss Mitigation

Would the proposed Insured like the policy to be extended to cover costs and expenses incurred by the proposed Insured in acting to rectify, or to mitigate the effects of, any act, error or omission of the proposed Insured in the performance of professional services that would otherwise result in a claim?	No ☐	Yes ☐

Statutory Liability

Would the proposed Insured like the policy to be extended to provide cover for pecuniary penalties the Proposed Insured is required to pay for contraventions of statutory civil penalty provisions and no fault criminal offences arising from the performance of their professional services?	No ☐	Yes ☐

Limit Required:

☐ $1,000,000	☐ $2,000,000

☐ $5,000,000	☐ $10,000,000

Other:

Additional Information Required

Please complete the Schedule of Funds addendum on page 9 of this Proposal and attach the following documents:

☐	Annual report for all past and current funds, trusts, managed investment schemes, investment vehicle or investment mandates to be insured

☐	Any quarterly update of the fund performance

☐	Business plans if the proposed Insured is a start-up operation

☐	Complaints register

☐	Copy of trust deed

☐	Resumes of key personnel and committee members

☐	Information memorandum or product disclosure statements for all past and current funds, trusts, management investment schemes, investment vehicle or investment mandates to be insured

☐	Latest annual report of the fund manager, including audited financial statements

☐	Organisation chart

☐	Sample client contract

☐	Sample compliance plan

Declaration

After making appropriate enquiries, I declare that:

I am authorised on behalf of the proposed Insured(s) to complete this Proposal (this does not include an Insurance Broker or Insurance Advisor).

I have read and understood the Important Notices accompanying this Proposal.

Where I have provided information about another individual, I declare that the individual has been made aware of that fact and of the Keystone Privacy Statement.

I authorise Keystone to collect or disclose any personal information relating to this insurance to or from other insurers or insurance or credit reference services.

I confirm that the statements and information in this Proposal are true and complete.

I understand that, until a contract of insurance is entered into, I am under a continuing obligation to immediately inform Keystone of any change to the information contained in this Proposal.

I acknowledge that, if a contract of insurance is entered into, this Proposal and any accompanying documents will form the basis of the contract.

Name:	Signature:

Position:	Date: _____/_____/_____

Schedule of Funds Addendum

Fund Name	Date Established/ Registered	Current Asset Value	Nature of Fund Assets	Discretionary or Non-Discretionary	Wholesale or Retail	Minimum Investment Required	Number of Investors	Current Gearing Level
$	$	%
$	$	%
$	$	%
$	$	%
$	$	%
$	$	%
$	$	%
$	$	%
$	$	%
$	$	%

Outside Directorship Addendum

Outside Entity Name	Does the Outside Entity provide an Indemnity for the Outside Director(s)?	Is the Outside Entity listed on any Stock Exchange?	Is the Outside Entity incorporated in the USA?	Does the Outside Entity have current Directors’ and Officers’ Insurance?
No ☐
Yes ☐ No ☐	Yes ☐ No ☐	Yes ☐ No ☐	Yes ☐	Insurer Name	Policy Limit	Policy Number	Period of Insurance
$

Outside Entity Name	Does the Outside Entity provide an Indemnity for the Outside Director(s)?	Is the Outside Entity listed on any Stock Exchange?	Is the Outside Entity incorporated in the USA?	Does the Outside Entity have current Directors’ and Officers’ Insurance?
No ☐
Yes ☐ No ☐	Yes ☐ No ☐	Yes ☐ No ☐	Yes ☐	Insurer Name	Policy Limit	Policy Number	Period of Insurance
$

Outside Entity Name	Does the Outside Entity provide an Indemnity for the Outside Director(s)?	Is the Outside Entity listed on any Stock Exchange?	Is the Outside Entity incorporated in the USA?	Does the Outside Entity have current Directors’ and Officers’ Insurance?
No ☐
Yes ☐ No ☐	Yes ☐ No ☐	Yes ☐ No ☐	Yes ☐	Insurer Name	Policy Limit	Policy Number	Period of Insurance
$

Additional Information

Important Information

This Policy is issued by:

Keystone Underwriting Pty Ltd ABN 78 601 944 764 (Keystone)

Keystone Underwriting Pty Ltd is a Corporate Authorised Representative (No. 000468712) of:

Keystone Underwriting Australia Pty Ltd ABN 59 634 715 674 AFS License No: 518244

Who is the Insurer?

Certain Underwriters at Lloyd’s (“Underwriters”) will be providing the financial service. Keystone is authorised to quote, bind and issue Certificates of Insurance under a Binding Authority Agreement (Binder) granted to Keystone by those Underwriters. Keystone will provide details of the syndicate numbers and the proportions underwritten by them on request.

General Insurance Code of Practice

Lloyd’s supports the General Insurance Code of Practice and its purpose of raising the standards of practice and service in the general insurance industry.

What makes up the Insurance Contract?

This contract of insurance is made up of the Schedule, this Policy and any Endorsements that Keystone issues when an application is accepted or an existing Policy is renewed or amended.

Significant Features, Benefits and Exclusions

This Policy provides many significant features and benefits, subject to Conditions and Exclusions. Exclusions apply to this Policy and all of them are important. It is important that this Policy is read carefully to be aware of and understand the extent of cover that it offers. It will give full details of the Exclusions.

Significant Risks

The Insured should make sure that the sum insured and the limits to be purchased will be sufficient. All the terms and conditions contained in this Policy need to be understood.

Claims Made Policy

This Policy is issued by Keystone on a claims made and notified basis. This means that it only covers claims first made against an Insured during the Period of Insurance and notified to Keystone in writing during the Period of Insurance. The Policy does not provide cover for any claims made against an Insured during the Period of Insurance if at any time prior to the Period of Insurance starting, an Insured was aware of facts which might give rise to those claims being made against them.

Section 40(3) of the Insurance Contracts Act 1984 provides that where an Insured gives notice in writing to an insurer during the Period of Insurance of facts that might give rise to a claim against the Insured, the insurer cannot refuse to pay a claim which arises out of those facts, by reason only that the claim is made after the Period of Insurance has expired.

Retroactive Liability

This Policy is limited by a Retroactive Date. The Policy does not cover any liability arising from an Insured’s conduct prior to the Retroactive Date.

Alteration to Risk and Deregistration

This Policy requires an Insured to notify Keystone within thirty (30) days of any material change to the business, or in the event of insolvency or bankruptcy. This Policy requires an Insured to give immediate notice of the cancellation, suspension, termination or imposition of conditions in respect of an Insured’s statutory registration. Claims arising from conduct which occurs subsequent to the cancellation, suspension or termination of the Insured’s statutory registration, licence, certification or authorisation under any relevant legislation or industry code of practice governing the Insured’s profession are excluded from indemnity under this Policy. However, this condition does not apply if the suspension relates purely to the late payment of registration fees.

Doctrine of Utmost Good Faith

Every insurance contract is subject to this doctrine which requires the parties to the contract to act toward each other with the utmost good faith. Failure to do so may prejudice any claims and/or the continuation of the insurance contract.

The Insured’s Duty of Disclosure - (this applies to non-consumer insurance contracts only)*

The Insured has a duty to tell Keystone anything that the Insured knows, or could reasonably be expected to know, before entering an insurance contract, that may affect Keystone’s decision to insure the Insured and on what terms. The Insured has this duty until Keystone agrees to insure the Insured.

The Insured has the same duty before the Insured renews, extends, varies, or reinstates an insurance contract.

The Insured does not need to tell Keystone anything that:

- reduces the risk for which the Insured is insured; or

- is common knowledge; or

- Keystone knows, or should know; or

- Keystone waives the Insured’s duty to tell Keystone.

If the Insured does not tell Keystone

Keystone may if the Insured does not tell Keystone anything the Insured is required to tell:

- cancel the Insured’s contract, or

- reduce the amount to be paid to the Insured if the Insured makes a claim, or

- both the above.

Keystone may refuse to pay a claim and treat the contract as if it never existed if the Insured’s failure to tell Keystone is fraudulent.

Change of Circumstances

The terms and conditions of this Policy will be based on information the Insured provided to Keystone. It is essential Keystone are advised of any material change that occurs to this information prior to the inception of this Policy. Failure to do so by the Insured may prejudice any subsequent claims under the Policy and/or jeopardise the continuation of the insurance contract.

* From Schedule 1, Part 1 Insurance Contracts Regulations 2017. A “Consumer Insurance Contract” is a policy of insurance that is wholly or predominantly obtained for personal, domestic, or household purposes.

Buying Insurance

Set out below are important matters that apply to the initial enquiry, buying of insurance, and renewal of cover. Defined terms are the same as in the Policy.

Information that Keystone ask

Keystone will only ask for and consider relevant information when assessing the Insured’s application for cover.

Assessing Applications

The Insured will have access to information that Keystone has relied on in assessing their application and an opportunity to correct any mistakes or inaccuracies. Keystone may decline to release information in special circumstances, but will not do so unreasonably. Keystone will give reasons in these circumstances, and the Insured will have the right to request Keystone to review the decision through Keystone’s complaints handling procedures. Keystone will provide reasons in writing upon request.

Mistakes

Keystone will immediately initiate action to correct an error or mistake in assessing the Insured’s application for cover where it is identified.

Misrepresentation

Keystone’s sales process will be conducted in a fair, honest and transparent manner.

Declining Cover

If Keystone cannot provide insurance cover, Keystone will:

(a)	give reasons; and

(b)	refer the entity/person seeking insurance to another insurer, ACFA or NIBA, for information about alternative insurance options (unless they already have someone acting on their behalf).

Keystone will make available information about Keystone’s complaints handling procedures if the entity/person is unhappy with Keystone’s decision.

Policy Information

Information about Keystone’s policy wordings will be available when the Insured buy insurance from Keystone as well as on request. They will also be available on Keystone’s website at www.keystoneunderwriting.com.au.

Subrogation

The Insured may prejudice their rights regarding a claim if, without prior approval from Keystone, the Insured makes an agreement with a third party that would prevent Keystone from recovering any applicable loss (in whole or in part) from that, or another party.

This Policy contains provisions that have the effect of excluding or limiting Keystone’s liability for a claim under this Policy if you have entered into any agreement that excludes, limits or delays the Insured’s right to recover damages from another party in respect of such claim.

Cost of Policy

The cost of this Policy is made up of premium plus any applicable policy fees, government taxes and charges. Keystone may cancel this Policy if the Insured fails to pay the total premium due.

Deductibles

The Insured may be required to pay a deductible or excess if a claim is made under this Policy. Details of applicable deductibles or excess are provided in the Schedule. This Policy sets out the terms relating to the payment of deductibles or excesses.

Taxation

All taxes and charges are shown as separate items (e.g. fire and emergency services levy, stamp duty depending upon location and GST).

Cooling-off Period

The Insured has the right to cancel this Policy with Keystone within 14 days of the date that the Policy incepted, unless a claim is made. Keystone will refund the full amount of the premium less any duties or taxes payable if this cancellation occurs during the cooling-off period. This Policy will be terminated from the date Keystone receive the request to cancel.

Making a Claim

Benefits are payable if the Insured suffers a loss that is covered under this Policy during the Period of Insurance, except if an Exclusion or Condition applies. The Insured must immediately notify Keystone or their insurance adviser if there is a loss under this Policy.

Cancelling the Policy Before the Due Date

The Insured may cancel this Policy at any time by notifying us in writing, detailing the date that the cancellation will take effect. Keystone will refund any unearned premium to the Insured or their insurance adviser within 15 working days after the date of cancellation. Unearned premium will be computed pro rata for the unexpired term of this Policy, unless agreed in advance through the insurance adviser and set out in this Policy.

Privacy

Keystone are committed to safeguarding and protecting the Insured’s privacy. Keystone is bound by the provisions of the Privacy Act 1988 which sets out the standards to meet in the collection, use and disclosure of personal information.

The Act defines “personal information” as “information or an opinion about an individual whose identity is apparent or can reasonably be ascertained from the information or opinion”.

Purpose of Collection

Keystone will only use personal information the Insured provides to quote on and insure risks and matters incidental thereto, including investigating and managing claims.

It may be necessary for Keystone to provide the Insured’s personal information to others, such as other insurers or reinsurers, claims investigators, lawyers and other professionals, and government bodies. Keystone will not under any circumstances trade, rent or sell the information.

Keystone cannot properly quote insurance and cannot insure the Insured if they do not provide Keystone with complete, accurate and up-to-date information. If the Insured provide Keystone with personal information about anyone else, Keystone will rely on the Insured to have told them that their information will be provided to Keystone, to whom Keystone may provide it, the purposes for which Keystone will use it and that they can access it. Keystone relies on the Insured to have obtained their consent on these matters if the information is sensitive.

Access to Information

The Insured can check the personal information Keystone holds about them at any time. Requests for access can be made in writing to:

The Privacy Officer

Keystone Underwriting Australia Pty Ltd

17/296 Bay Road

Cheltenham, VIC 3192

Keystone will keep the Insured informed of any delays in responding to the Insured’s request throughout the process.

General Insurance Code of Practice

The Insurance Council of Australia Limited has developed the General Insurance Code of Practice (“the Code”), which is a voluntary self-regulatory code. The Code aims to raise the standards of practice and service in the insurance industry.

Lloyd’s has adopted the Code on terms agreed with the Insurance Council of Australia. For further information on the Code please visit www.codeofpractice.com.au.

The Code Governance Committee (CGC) is an independent body that monitors and enforces insurers’ compliance with the Code. For more information on the Code Governance Committee (CGC) go to www.insurancecode.org.au.

Complaints and Disputes

If you have any concerns or wish to make a complaint in relation to this policy, our services or your insurance claim, please let us know and we will attempt to resolve your concerns in accordance with our Internal Dispute Resolution procedure. Please contact Keystone Underwriting Australia Pty Ltd in the first instance:

The Complaints Officer

Keystone Underwriting Australia Pty Ltd

17/296 Bay Road

Cheltenham, VIC 3192

Phone: 1300 946 530

Email: complaints@ksua.com.au

We will acknowledge receipt of your complaint and do our utmost to resolve the complaint to your satisfaction within 10 business days.

If we cannot resolve your complaint to your satisfaction, we will escalate your matter to Lloyd’s Australia who will determine whether it will be reviewed by their office or the Lloyd’s UK Complaints team. Lloyd’s contact details are:

Lloyd’s Australia Limited

Email: idraustralia@lloyds.com

Telephone: (02) 8298 0783

Post: Suite 1603 Level 16, 1 Macquarie Place, Sydney NSW 2000

A final decision will be provided to you within 30 calendar days of the date on which you first made the complaint unless certain exceptions apply.

You may refer your complaint to the Australian Financial Complaints Authority (AFCA), if your complaint is not resolved to your satisfaction within 30 calendar days of the date on which you first made the complaint or at any time. AFCA can be contacted as follows:

Telephone: 1800 931 678

Email: info@afca.org.au

Post: GPO Box 3 Melbourne VIC 3001

Website: www.afca.org.au

Your complaint must be referred to AFCA within 2 years of the final decision, unless AFCA considers special circumstances apply. If your complaint is not eligible for consideration by AFCA, you may be referred to the Financial Ombudsman Service (UK) or you can seek independent legal advice. You can also access any other external dispute resolution or other options that may be available to you.

The Underwriters accepting this Insurance agree that:

(i)	if a dispute arises under this Insurance, this Insurance will be subject to Australian law and practice and the Underwriters will submit to the jurisdiction of any competent Court in the Commonwealth of Australia;

(ii)	any summons notice or process to be served upon the Underwriters may be served upon:

Lloyd’s Underwriters’ General Representative in Australia

Suite 1603

Level 16

1 Macquarie Place

Sydney NSW 2000

who has authority to accept service on the Underwriters’ behalf;

(iii)	if a suit is instituted against any of the Underwriters, all Underwriters participating in this Insurance will abide by the final decision of such Court or any competent Appellate Court.

In the event of a claim arising under this Insurance immediate notice should be given to:

Claims Department - Keystone Underwriting Australia Pty Ltd

Telephone: 1300 946 530

Email: claims@ksua.com.au