ALBERTA LAWYERS' PROFESSIONAL LIABILITY AND

ALBERTA LAWYERS' PROFESSIONAL LIABILITY AND MISAPPROPRIATION

INDEMNITY GROUP POLICY

DECLARATIONS

NOTICE: THIS POLICY PROVIDES COVERAGE ON A CLAIMS MADE AND REPORTED BASIS.

THERE IS NO COVERAGE FOR ANY CLAIMS WHICH ARE NOT FIRST MADE AGAINST THE

SUBSCRIBER DURING THE POLICY PERIOD, AND REPORTED TO ALIA IN ACCORDANCE

WITH THE TERMS OF THIS POLICY.

POLICY NO.:

2021-2022

ALIA:

Alberta Lawyers Indemnity Association

LOCAL ADMINISTRATIVE

Alberta Lawyers Indemnity Association

OFFICE AND ADDRESS

700, 333 – 11th Avenue SW

FOR SERVICE:

Calgary, Alberta T2R 1L9

PART A - PROFESSIONAL

LIABILITY INDEMNITY

(а) SUBSCRIBERS:

(i) Members of the Law Society of Alberta ("Law

Society") who are required by the Rules of the Law

Society to pay the professional liability assessment

for indemnity under this Part А and who have paid

such assessment prior to the Error for which

coverage is being sought

(ii) others identified as Subscribers in the policy

(b) POLICY PERIOD:

July 1, 2021 to June 30, 2022

(с) LIMITS OF LIABILITY:

Occurrence Limit - $1,000,000, subject to any sublimit

expressly provided for in Part A

Aggregate Limit - $2,000,000

(d) INDIVIDUAL DEDUCTIBLE:

$5,000 per Occurrence

(f) PREMIUM:

As determined by the ALIA Board.

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5. PART B - MISAPPROPRIATION INDEMNITY

(а) SUBSCRIBERS

(i) Members of the Law Society who are required by

the Rules of the Law Society to pay the

misappropriation assessment for indemnity under

this Part B and who have paid such assessment

(ii) others identified as Subscribers in the policy

(b) POLICY PERIOD: July 1, 2021 to June 30, 2022

(с) LIMITS OF LIABILITY: Misappropriation Limit - $5,000,000

Profession-wide Annual Aggregate Limit -$25,000,000

(d) PREMIUM: As determined by the ALIA Board.

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PART A - PROFESSIONAL LIABILITY INDEMNITY

I. DEFINITIONS

In this Part А:

Additional Subscriber means, with respect to а particular Individual Subscriber:

(a) a present or former partner of the Individual Subscriber;

(b) any Law Firm through which the Individual Subscriber has practised law, whether as

partner, associate, employee, counsel, contract lawyer or otherwise; and

has practised law,

provided, however, Additional Subscriber does not include a Subscriber who committed or is alleged to

have committed an Error that is the same as, or which is Related to, the Error committed by the Individual

Subscriber.

Administrative Costs means:

(a) Costs incurred by ALIA in managing а Claim, including, without limiting the foregoing,

Costs of coverage determinations, recovery and subrogation, and adjuster's fees incurred

in managing a Claim;

(b) post-judgement interest on that portion of Damages (or any part thereof) for which ALIA

is responsible under this Part А; and

for reimbursement by ALIA in writing in advance, including, without limiting the

foregoing, reasonable travel Costs to attend trial to the extent so authorized.

Adult Interdependent Partner has the same meaning as in the Adult Interdependent Relations Act, SA

2002, c. A-4.5.

Aggregate Limit has the meaning given by clause 2.5(c).

ALIA means the Alberta Lawyers Indemnity Association, a company incorporated under Part 9 of the

Companies Act, RSA 2000, c. C-21.

Ancillary Activities means activities of a quasi-legal or non-legal nature (including, without limiting the

foregoing, financial, investment, accounting and brokerage advice or services; and the carrying on of any

business or undertaking that is not the provision of Professional Services including, without limiting the

foregoing, real estate development and appraisal) that are ancillary to or independent of the provision of

legal services normally provided or supervised by a lawyer within the scope of a usual lawyer-client

relationship and are provided by a Subscriber, regardless of whether such activities are for compensation,

personal benefit, or otherwise.

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Approved Law means any legal services that are expressly identified as an Approved Law in an

endorsement to this policy.

Circumstance means:

(a) any circumstance which could reasonably be expected to give rise to a Claim, however

unmeritorious; or

(b) any circumstance which could reasonably be expected to constitute an Occurrence;

Claim means:

(a) a written or oral allegation of an Occurrence; or

(b) a written or oral demand for money, property or services arising out of an actual or alleged

Occurrence;

including the threat or institution of a suit or other legal proceeding that is made against one or more

Subscribers.

For greater certainty, all Claims arising out of the same Occurrence are subject to a single Occurrence

Limit, regardless of the fact that such Claims may have been made in different policy periods. Nothing in

this clause relieves the Subscriber from the obligation to report such Claims in accordance with the

requirements of Conditions 4.1 and 4.2 of this policy.

Claimant means a Person who has made or may make a Claim.

Costs includes fees, costs, charges, disbursements and expenses.

Counterfeit Certified Cheque or Counterfeit Bank Draft means a fraudulent instrument purported to be

drawn upon a Canadian financial institution that resembles a certified cheque or bank draft to such an extent

that it is reasonably capable of passing for a certified cheque or bank draft, but not a certified cheque or bank

draft that has merely been altered or for which a signature of endorsement forged.

Damages means:

(a) compensatory damages;

(b) Repair Costs;

is responsible under this Part А (other than Damages under this paragraph (c)); and

(d) Costs of a Claimant that are taxed or fixed by а court;

but does not include:

(i) fines or penalties;

(ii) aggravated, punitive or exemplary damages (whether or not such damages are

compensatory damages);

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(iii) billed or unbilled legal fees and disbursements, whether paid or not, even if

claimed as special or general damages;

(iv) any profit, remuneration or any other gain which the Subscriber has directly or

indirectly received; or

(v) the cost of complying with declaratory, injunctive or other non-monetary relief.

Defence Costs means Costs incurred by ALIA in defending or settling a Claim, including, without limiting

the foregoing, legal fees and disbursements of counsel appointed by ALIA (other than Repair Counsel);

notional legal fees and disbursements incurred by in-house defence counsel of ALIA, if any, as determined

by ALIA; the fees and disbursements incurred for investigators, experts, appraisers and witnesses; Costs

of alternative dispute resolution; and adjuster's fees incurred on the instructions of counsel in defending or

settling a Claim.

Dishonest means conduct which a reasonable person would consider to be, in the context of the expected

conduct of a lawyer:

(a) deceptive and morally reprehensible;

(b) untruthful and morally reprehensible; or

even in the absence of an actual dishonest purpose, motive or intent.

Enterprise means any proprietorship, partnership, limited partnership, co-operative, society, business,

association, joint venture, syndicate, company, corporation, firm, trust, municipality, government,

governmental or regulatory authority, university, court or other legal or commercial entity.

Error means an actual or alleged inadvertent error by act or omission.

Finding means a finding by the trier of fact in the case against the Subscriber, after the exhaustion of all

appeals or, if no such appeals have been commenced, after the time for commencing such appeals has

expired.

Incidental Services means services that are connected with and incidental to legal services normally

provided or supervised by a lawyer within the scope of a usual lawyer-client relationship, including, without

limiting the foregoing, those services for which the Subscriber is responsible as a Member and which arise

out of such Subscriber’s activity as an executor, administrator, trustee, personal representative, committee,

guardian, or patent or trademark agent.

Individual Deductible has the meaning given by clause 2.5(a).

Individual Subscriber means a Member who has caused or is alleged to have caused an Occurrence and

who is one of the following:

(a) a Member who is required by the Rules to pay the professional liability assessment for

indemnity under this Part А and who has paid such assessment; or

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(b) a Member or former Member who was previously, but is no longer, insured or

indemnified by the indemnity program mandated by the Legal Profession Act (Alberta),

but only with respect to Occurrences that took place or are alleged to have taken place:

(i) while that Member was insured by mandatory insurance; or

(ii) before the date of commencement of mandatory insurance.

In this definition, "mandatory insurance" means professional liability insurance or indemnity for errors and

omissions required by legislation or the Rules to insure or indemnify Members, in the form that was

required at the relevant time; and "Individual Subscriber" includes а Professional Corporation through

which the Individual Subscriber was practising law at the time of the Occurrence.

Ineligible Costs means:

(a) Costs incurred and earnings lost by an Individual Subscriber or Additional Subscriber

in connection with an attempt to correct an Error in the rendering of Professional

Services, to prevent the threat, institution or advancement of a Claim, or to reduce or avoid

any liability, damages or loss arising out of an Error, or in the defence or settlement of a

Claim, including, without limiting the foregoing, those associated with:

(i) photocopying documents;

(ii) expending time and effort;

(iii) preparing for and attending questioning or cross-examinations, or interlocutory

proceedings;

(iv) preparing for and attending alternate dispute resolution;

(v) preparing for court and testifying; and

(vi) otherwise cooperating with ALIA in the repair, defence or settlement of a Claim;

(b) out-of-pocket Costs of an Individual Subscriber or Additional Subscriber that are not

authorized for reimbursement by ALIA in advance, including, without limiting the

foregoing, Costs of independent or personal counsel retained by the Subscriber (except

in the circumstances set out in Exclusions 3.7, 3.9 and 3.10) and Costs of disputing issues

relating to coverage, deductibles or apportionment of liability (subject to an award

otherwise by a court or arbitrator); and

litigation, whether or not connected with an Occurrence.

Law Firm means:

(a) a sole proprietorship through which an Individual Subscriber practises law; or

(b) two or more Individual Subscribers who are, or appear to be, holding themselves out to

the public as practising law together, whether or not a partnership exists in fact and

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regardless of the form or forms of business organization through which the practice is

conducted.

Law Society means the Law Society of Alberta.

law society means a law society, barristers' society, bar association, or a similar regulatory organization of

a jurisdiction other than Alberta.

Legal Services Organization Lawyer means a Member who is an employee of, or who is exempted from

the requirement to pay a professional liability assessment pursuant to the Rules but who is otherwise acting

within the scope of their duties in providing pro bono legal services as a volunteer through, an organization

which has been designated by the Executive Director of the Law Society under the Rules as an approved

legal services provider of pro bono services and such designation is in full force and effect at the time of the

Occurrence or which is a legal clinic, or any organization, in whatever form, providing legal services to

members of the public or other organizations as authorized by the Rules and approved by the President and

Chief Executive Officer of ALIA.

Limits of Liability means the Occurrence Limit and Aggregate Limit set out in Item 4(c) of the

Declarations.

Member means a lawyer who, at the date of the Occurrence, was enrolled with the Law Society pursuant

to the Legal Profession Act (Alberta).

Misappropriation means, for the purposes of this Part A, a theft, wrongful taking, or wrongful conversion

and may include multiple thefts, wrongful takings, or wrongful conversions concurrently, or over time, of

Money, Securities or Property, whether to the use of a Subscriber or a third party, which was entrusted

to or received by an Individual Subscriber or Additional Subscriber in their capacity as a barrister or

solicitor or such other capacity as the Law Society may designate, regardless of the form or forms of

business organization through which the practice as a barrister or solicitor is conducted.

Mobility Rules means those rules of a Canadian law society that govern the ability of members of other

Canadian law societies to provide Professional Services in that jurisdiction on a temporary or permanent

basis.

Money, Securities or Property means:

(a)

money including currency, coins, and bank notes having а face value and in current use;

(b)

securities including all negotiable and non-negotiable instruments or contracts representing

money, debt, an equity interest or an interest in property and includes revenue and other

stamps, tokens and tickets in current use; and

(c)

personal property including trust money, in cash or on deposit, and chattels, which have

been entrusted.

Non-qualifying Services means advice or services provided or supervised by a Subscriber in relation to

one or more Ancillary Activities conducted by that Subscriber.

Occurrence means an Error in the rendering of Professional Services to others, provided in either case

that:

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(a) a sole Error shall be considered one Occurrence regardless of:

(i) the number of Claimants or Claims arising out of the Error;

(ii) the number of Subscribers against whom Claims are made in connection with the

Error; or

(iii) the fact that Claims arising out of the Error were made at different times or in

different policy periods; and

(b) two or more Errors that are the same or that are Related shall be considered a single

Occurrence, regardless of:

(i) the number of Claimants or Claims arising out of the Errors;

(ii) the number of Subscribers against whom Claims are made in connection with the

Errors;

(iii) the fact that the Errors occurred in the same or different retainers for the same or

different clients; or

(iv) the fact that the Errors took place, or that Claims arising out of the Errors were

made, at different times or in different policy periods.

Occurrence Limit has the meaning given by clause 2.5(b), subject to clause 2.52.5(f).

Overdraft means a negative balance in the Subscriber’s trust account, whether or not related to or caused

by a Counterfeit Certified Cheque or Counterfeit Bank Draft.

Person includes an individual and an Enterprise.

Policy Period is that indicated in Item 4(b) of the Declarations.

Professional Corporation means a corporation to which a permit has been issued pursuant to subsection

131(3) of the Legal Profession Act (Alberta).

Professional Services means services normally provided or supervised by a lawyer within the scope of a

usual lawyer-client relationship which are with respect to:

(a) the law of Canada, of Alberta, or of any other province or territory located within

Canada;

(b) an Approved Law; or

and includes:

(d) services rendered as an arbitrator or a mediator of legal disputes, or in an

equivalent role with respect to such disputes; and

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(e) Incidental Services that are substantially Related to the services described in

paragraphs (a), (b) and (c);

but does not include:

(f) Ancillary Activities;

(g) the mere receipt and distribution of funds by a Subscriber, whether through that

Subscriber's trust account or otherwise; or

(h) Unauthorized Practice.

Reciprocal Jurisdiction means a Canadian jurisdiction the law society of which has adopted Mobility

Rules that are not substantially more restrictive than the Mobility Rules of the Law Society.

Related includes factual relationships, logical relationships, causal relationships and any other relationship.

Related Party means, with respect to а particular Individual Subscriber:

(a) a present or former partner of the Individual Subscriber;

(b) any Law Firm through which the Individual Subscriber was practising at the time of the

Occurrence, whether as partner, associate, employee, counsel, contract lawyer or

otherwise;

has practised law; and

(d) a Spouse, Adult Interdependent Partner, parent, child, sibling or other relative of the

Individual Subscriber or any other individual set forth in the foregoing paragraphs (a)

through (c).

Repair Costs means Costs incurred by ALIA in an attempt to:

(a) correct an Error in the rendering of Professional Services;

(b) prevent the threat or institution of a Claim or legal proceeding against one or more

Subscribers arising out of an Error in the rendering of Professional Services; or

out of an Error in the rendering of Professional Services.

Repair Counsel means counsel retained by ALIA pursuant to clause 2.4(a).

Rules means the Rules of the Law Society, as amended.

Social Engineering Fraud includes the intentional misleading of:

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(a) a Subscriber or a Law Firm;

(b) a client of a Subscriber or a Law Firm;

a Law Firm; or

(d) a bank or other financial institution of any Person listed in clauses (a) to (c) above,

into sending or paying money based on fraudulent information that is provided to any such Person in a

written or verbal communication.

Spouse means the husband or wife of a married individual.

Subscriber means:

(a) an Individual Subscriber;

(b) an Additional Subscriber; or

Unauthorized Practice means legal services normally provided or supervised by a lawyer within the scope

of a usual lawyer-client relationship by a Subscriber in contravention of the rules of a law society.

Notwithstanding any other term of this policy, the onus is on the Subscriber to prove that the Subscriber

has not engaged in Unauthorized Practice.

II. INDEMNITY AGREEMENTS

In consideration of payment of the premium when due, and subject to the Limits of Liability,

deductibles, exclusions, conditions and all other terms of this Part А, ALIA agrees with each

Subscriber as follows:

2.1 Damages

Subject to Conditions 4.1, 4.2 and 4.4 of this Part A, which are conditions precedent to coverage,

and subject also to all other provisions of this Part A, ALIA will pay on behalf of each Subscriber

the Damages that the Subscriber becomes legally obligated to pay arising out of an Occurrence.

2.2 Defence of Claims and Payment of Costs

In respect of the indemnity coverage given by this Part А, ALIA will:

(a) defend that portion of any Claim against a Subscriber alleging an Occurrence and

seeking Damages that would fall within the coverage provided by this Part А. As part of

this obligation to defend such a Claim, ALIA shall have complete and exclusive control

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over the conduct of the defence of a Claim, including the appointment and instruction of

counsel;

(b) pay all Administrative Costs incurred by ALIA in connection with the Claim, it being

understood that the payment of Administrative Costs by ALIA will not erode the Limits

of Liability provided in this Part А;

of the Claim that falls within the coverage provided by this Part A, it being understood

that the payment of Defence Costs and Repair Costs by ALIA will erode the Limits of

Liability provided in this Part А; and

(d) pay all premiums on appeal bonds and on bonds to release attachments, for bond amounts

not exceeding the applicable Limit of Liability (as such Limit of Liability may be eroded

in accordance with this policy from time to time), in connection with the Claim that have

been authorized in advance by ALIA, it being understood that the payment of such

premiums will erode the Limits of Liability provided in this Part А and that ALIA will

have no obligation to furnish, apply for or give security for any such bonds.

2.3 Limits on Defence and Payment of Costs

(a) Uncovered Claim. ALIA has no duty to defend, and has no duty to pay any defence Costs,

Repair Costs, Administrative Costs or other amounts, regarding a Claim or а part of a

Claim that falls within an Exclusion of this Part А or that otherwise is not covered by this

Part А.

(b) Ineligible Costs. ALIA is not responsible for and will not pay any Ineligible Costs.

Costs or other amounts with respect to parties, allegations, or Damages that are not covered

by this Part A, and such defence Costs or other amounts are the sole responsibility of the

Subscriber. If there are uncovered parties, allegations or Damages in the Claim, the

following shall apply:

With respect to payment of Defence Costs and Repair Costs:

(i) ALIA and Subscriber will use reasonable efforts to agree upon an allocation of the

Defence Costs and the Repair Costs attributable to the covered and uncovered

parties, allegations or Damages. If ALIA and Subscriber cannot reach such an

agreement, then ALIA is entitled to decide the appropriate percentage, acting

reasonably, for the Defence Costs and the Repair Costs attributable to the covered

parties, allegations or Damages and shall be entitled to pay only that percentage;

(ii) any determination of such a percentage allocation shall apply only to Defence Costs

or Repair Costs and shall not apply to or be considered with respect to allocation

of Damages (other than Repair Costs);

(iii) if ALIA pays Defence Costs or other amounts that would be allocated to a

Subscriber hereunder, the Subscriber shall pay such amounts to ALIA on demand;

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With respect to payment of Damages:

(iv) the allocation between covered and uncovered Damages (other than Repair Costs)

may proceed after judgment in, or settlement of, the Claim and will be based on the

relative legal and relative factual exposure of ALIA and the Subscriber with

respect to the covered and uncovered Damages.

2.4 Repair of Errors

ALIA may determine, in its sole discretion, whether an attempt should be made to repair an Error

in the rendering of Professional Services; however, ALIA has no obligation or duty to attempt to

repair an Error. If ALIA determines that an attempt should be made to repair an Error, then as

between ALIA and the Subscriber, ALIA shall be entitled to have complete and exclusive control

over the repair. Such exclusive control includes, without limiting the foregoing, ALIA’s ability to:

(a) retain counsel to act on behalf of ALIA, which retainer may provide that such counsel may

be exclusively instructed by ALIA and may contain such other terms and conditions

(including that it may be a joint retainer) as ALIA may determine in its sole discretion;

(b) incur Repair Costs;

Claim or legal proceeding against one or more Subscribers arising out of an Error in the

rendering of Professional Services; and

(d) take such steps as ALIA deems appropriate to reduce or avoid any liability, loss or

damages arising out of an Error in the rendering of Professional Services.

2.5 Deductibles and Limits of Liability

(a) Individual Deductible.

(i) Each Subscriber against whom one or more Claims are made in respect of an

Occurrence shall be liable for Defence Costs and Damages (including Repair

Costs) for that Occurrence up to a maximum amount of $5,000.00 in the

aggregate (the Individual Deductible).

(ii) ALIA does not have any obligation to pay to a Claimant an amount attributable

to an Individual Deductible although ALIA may pay all or part of the Individual

Deductible amount to a Claimant to effect settlement of a claim, or to pay Repair

Costs or Defence Costs. If ALIA pays any part or all of the Individual

Deductible amount to a Claimant to effect settlement of a claim or to pay Repair

Costs or Defence Costs, the Subscriber shall promptly reimburse ALIA the

amount paid.

(iii) If a Claim is made against more than one Subscriber from the same Law Firm

in respect of the same Occurrence, only one Individual Deductible will be

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charged for that Occurrence. ALIA has the sole discretion to decide which of

such Subscribers is responsible for paying the Individual Deductible.

(b) Occurrence Limit. Subject to clause 2.5(f) of this Part A, for each Occurrence, the

maximum amount payable by ALIA collectively for Damages, Repair Costs, Defence

Costs and any other amounts combined is $1,000,000.00 (the Occurrence Limit) less the

applicable Individual Deductible.

Repair Costs, Defence Costs and any other amounts combined on behalf of any

Individual Subscriber, including all Additional Subscribers, for all Claims made during

the Policy Period, regardless of the number of Occurrences, is $2,000,000.00 (the

Aggregate Limit) less the applicable Individual Deductibles.

The Aggregate Limit applicable to an Individual Subscriber shall not be eroded by

Claims made against that Individual Subscriber in their role as an Additional

Subscriber in respect of the same Occurrence.

(d) Application of Occurrence Limit and Aggregate Limit to Multiple Claims, Claimants,

Subscribers and policy periods. The maximum liability of ALIA for each Occurrence and

for Claims made during the entire Policy Period is as set forth in clauses 2.5(b) and 2.5(c)

above, regardless of: the number of Claims or Claimants arising out of a particular

Occurrence; the number of Subscribers against whom Claims are made in connection

with the Occurrence; the fact that the Occurrence occurred in the same or different

retainers for the same or different clients; or the fact that the Occurrence took place, or

that Claims arising out of the Occurrence were made, at different times or in different

policy periods. Multiple Claims, Claimants, Subscribers, retainers, or policy periods

involved in a single Occurrence will not increase or cumulate the Occurrence Limit or

the Aggregate Limit.

However, if one or more Claims arising out of the same Occurrence are made jointly,

severally, or jointly and severally, against two or more Law Firms, then the Individual

Deductible and the Occurrence Limit and Aggregate Limit shall apply separately to each

Law Firm unless the involvement of more than one Law Firm is attributable solely to the

fact that an Individual Subscriber causing the Occurrence has relocated from one Law

Firm to another.

(e) Exhaustion of Limits of Liability. ALIA shall not be obligated to pay any Damages,

Repair Costs, Defence Costs, or any other amounts, or to undertake or continue the repair

of any Error or the defence of any proceeding, after the respective Limits of Liability

have been exhausted, or after deposit of the applicable Limits of Liability into a court of

competent jurisdiction. In such a case, ALIA shall have the right to withdraw from further

defence or repair by tendering control of the defence or repair to the Subscriber.

(f) Applicable Sublimits. Notwithstanding any other term of this policy, there is a $250,000

Occurrence Limit, less the applicable Individual Deductible, for each Claim that is

against a Subscriber or an Additional Subscriber alleging an Occurrence and seeking

Damages that would fall within the coverage provided by this Part А and that is brought in

a jurisdiction other than Canada or any of its provinces or territories.

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III. EXCLUSIONS

The indemnity coverage given by this Part А does not apply to a Claim arising out of or from:

3.1 [Intentionally deleted];

3.2 Professional Services provided in a Subscriber's capacity as a member of a non-Canadian law

society;

3.3 Non-qualifying Services;

3.4 the mere receipt and distribution of funds by a Subscriber, whether through that Subscriber's trust

account or otherwise;

3.5 the theft or Misappropriation of trust funds or property or in any way Related to such theft or

Misappropriation;

3.6 a Dishonest, fraudulent or criminal act or omission that does not fall within Exclusion 3.5;

3.7 a malicious act or omission, except that ALIA will reimburse to a Subscriber reasonable legal fees

and disbursements incurred by independent counsel retained by the Subscriber in the defence of

allegations of an allegedly malicious act or omission, if there is a Finding that the Subscriber did

not commit the malicious act or omission. However, such legal fees and disbursements will only

be reimbursed if the Claim against the Subscriber otherwise would have been covered under this

Part A, but for the existence of this exclusion. In addition, such reimbursement is subject to

allocation between covered and uncovered amounts in accordance with clause 2.3(c);

3.8 any loss due to Misappropriation which is covered under Part B of this policy, or which would

have been covered under Part B but for:

(a) the exhaustion of the limits set out in clauses 2.4(a) or 2.4(b) of Part B; or

(b) the failure of any Subscriber to comply with any term of Part B including, without limiting

the generality of the foregoing, the Conditions set out in Section IV of Part B;

3.9 a penalty assessed against a Subscriber under section 163.2 of the Income Tax Act, except that

ALIA will reimburse to the Subscriber reasonable legal fees and disbursements incurred by

independent counsel retained by the Subscriber in the successful appeal of such penalty, if there

is a Finding that the Subscriber did not commit the acts or omissions which gave rise to the

potential penalty. However, such legal fees and disbursements will only be reimbursed if the Claim

against the Subscriber seeks Damages against the Subscriber as a result of the same or Related

conduct of the Subscriber which gives rise to the Subscriber’s potential liability under s. 163.2

of the Income Tax Act and such Damages would otherwise would have been covered under this

Part A.

In addition, such reimbursement is subject to allocation between covered and uncovered amounts

in accordance with clause 2.3(c);

3.10 a fine or penalty assessed against a Subscriber under the Proceeds of Crime (Money Laundering)

and Terrorist Financing Act, except that ALIA will reimburse to the Subscriber reasonable legal

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fees and disbursements incurred by independent counsel retained by the Subscriber in the defence

of a prosecution of an offence under such Act, if there is a Finding that the Subscriber did not

commit the acts or omissions which gave rise to the potential fine or penalty. However, such legal

fees and disbursements will only be reimbursed if the Claim against the Subscriber seeks

Damages against the Subscriber as a result of the same or Related conduct of the Subscriber

which gives rise to the Subscriber’s potential liability under the Proceeds of Crime (Money

Laundering) and Terrorist Financing Act and such Damages otherwise would have been covered

under this Part A.

In addition, such reimbursement is subject to allocation between covered and uncovered amounts

in accordance with clause 2.3(c);

3.11 the bodily injury, sickness, disease or death of any Person (other than mental illness, emotional

distress, or humiliation of a claimant that is the direct result of an Occurrence);

3.12 physical damage to tangible property, including, without limiting the foregoing, physical damage

that results in the loss of use of the property, unless such damage is the direct result of an

Occurrence;

3.13 a Subscriber's acting in the capacity of director or officer of any Enterprise; or

3.14 damage to or loss of use of tangible or intangible property, alteration or loss of data, disclosure of

confidential information, theft or other loss of money or property, or any other loss which arises,

directly or indirectly, from:

(a) the receipt or transmission of a computer virus or other program via the internet or in any

other electronic manner;

(b) the failure or violation of the security of computer, telecommunication or other devices,

systems, or networks;

which is intended to:

(i) delete, distort, corrupt, manipulate, or prevent access to: internet connections or

systems; computer programming; computer, telecommunication or other devices,

systems or networks; or electronic data;

(ii) impair the performance of computer, telecommunication or other devices, systems

or networks;

(iii) obtain or disclose electronic data without the consent or authority of the

Subscriber; or

(iv) gain remote control of or access to computer, telecommunication or other devices,

systems or networks for uses other than those intended for authorized users of such

devices, systems or networks; or

(d) Social Engineering Fraud.

In addition, the coverage given by this Part A does not apply to:

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3.15 a Claim made against a Member who is an employee of, or who contracts with, a government,

municipality, university, Person or Enterprise, other than a Law Firm, and who practises law

solely within the scope of that employment or contract. This exclusion applies whether the

Member is employed, or contracts to provide services, individually or through a Professional

Corporation, and whether or not the Member's employment agreement or contract permits the

Member to provide Professional Services outside of the scope of the Member's employment or

contract. This exclusion does not apply to a Member who is a Legal Services Organization

Lawyer;

3.16 a Claim made against a Member who is an employee of, or who contracts with, a government,

municipality, university, Person or Enterprise, other than a Law Firm, except to the extent such

Claim arises from Professional Services provided outside the scope of such employment or

contract;

3.17 any Claim in any way relating to or arising out of the Subscriber’s assumption of responsibility

for the Subscriber’s own or another’s performance of:

(a) an undertaking;

(b) an agreement; or

to pay a debt, including but not limited to an Overdraft.

3.18 a Claim against a Subscriber made by the Subscriber's employer at the time the Claim was made

or the Occurrence happened;

3.19 a Claim against a Subscriber made by the Subscriber's Law Firm at the time the Claim was

made or the Occurrence happened;

3.20 a Claim against an Individual Subscriber by an Additional Subscriber;

3.21 a Claim for which proper notice has not been given in accordance with Conditions 4.1 and 4.2, or

which was reported to ALIA after the Policy Period;

3.22 a Claim made, or deemed to have been made, prior to or after the Policy Period;

3.23 a Claim excluded under Nuclear Incident Exclusion Clause (attached); or

3.24 a Claim made by or in any way Related to an Enterprise in which the Individual Subscriber or

Related Parties of the Individual Subscriber, or any combination thereof, held, directly or

indirectly, at the time of the Occurrence or at any time thereafter, beneficial ownership in an amount

greater than ten per cent (10%), to the extent that the damages the Individual Subscriber is legally

obligated to pay represent the share of ownership in such Enterprise held by the Individual

Subscriber or Related Parties of the Individual Subscriber or any combination thereof.

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IV. CONDITIONS

The coverage afforded by this Part А is subject to the following Conditions:

4.1 Claims First Made and Reported

(a) This Part А gives the described coverage to a Subscriber for an Occurrence only if the

Claim is first made against the Subscriber during the Policy Period, and is reported in

writing to ALIA in accordance with Condition 4.2 of this Section IV.

(b) A Claim is first made against the Subscriber during the Policy Period:

(i) If a Subscriber first becomes aware during the Policy Period of a Claim or a

Circumstance; or

(ii) a Claim is first made during the Policy Period against a Subscriber for Damages

that are or might be covered under Part A of this policy;

whichever is earlier, provided, in either case, that the Subscriber had no knowledge before

the commencement of the Policy Period of the Claim or Circumstance and could not

reasonably have foreseen before the commencement of the Policy Period that a Claim

might arise; and provided further, that where a Claim is first made against an Individual

Subscriber but has not, at that time, been made against their Additional Subscribers, the

Claim shall be deemed to have been first made against the Additional Subscribers at the

same time that the Claim was first made against the Individual Subscriber.

for those in respect of which a Claim has been both first made during the policy period

and which has been reported to ALIA in accordance with Condition 4.2(a) or 4.2(b).

4.2 Notice Requirements

(a) Written notice. Each Subscriber shall, as soon as practicable after becoming aware of a

Claim or Circumstance, give written notice thereof, during the Policy Period, to ALIA

at the local address for service shown in the Declarations.

(b) Late notice. Notwithstanding the requirement in clause 4.2(a) that the written report of the

Claim or Circumstance be reported to ALIA as soon as practical and during the Policy

Period, a Subscriber may provide such notice at a later time if the Subscriber proves that

such late notice has caused no prejudice to ALIA. If late notice of the Claim or

Circumstance is provided to ALIA for the first time, pursuant to this paragraph 4.2(b),

then:

(i) There shall be no coverage for any Subscriber if ALIA has been prejudiced by

the late notice;

(ii) Subject to clause 4.2(b)(iii), the policy terms and conditions (including the Limits

of Liability) applicable to the Claim or Circumstance for all Subscribers are

deemed to be those in effect at the time when the Claim was first reported to

ALIA;

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(iii) The amount of the applicable Aggregate Limit of Liability for the Individual

Subscribers and all Additional Subscribers will be the lesser of the following:

A. The amount of the remaining Aggregate Limit of Liability of the policy

in force at the time the Claim was first made; and

B. The amount of the remaining Aggregate Limit of Liability of the policy

in force at the time the Claim or Circumstance was first reported to

ALIA;

taking into account erosion, if any, of such limits by Defence Costs or other

amounts.

For greater certainty, this paragraph 4.2(b) shall not apply to any Claim that is first made

against a Subscriber prior to July 1, 2020.

Person(s) designated by ALIA all information reasonably required by ALIA that the

Subscriber is reasonably capable of providing. In addition, the Subscriber shall

immediately forward to the Person(s) designated by ALIA any demand, notice, summons

or other process received by the Subscriber in connection with the Claim or Occurrence.

If a Subscriber fails without reasonable excuse to comply with this paragraph, ALIA may

withdraw coverage under the Policy for that Subscriber. If a Subscriber is unable by

reason of death or mental or physical incapacity to comply with this paragraph, ALIA may,

at its option, take the place of the Subscriber to ensure compliance but is not obliged to do

so.

(d) Acceptance of notice from other Subscribers or Persons. ALIA may, in its discretion:

(i) deem notice of a Claim or Circumstance by an Individual Subscriber to be

notice of such Claim or Circumstance by their Additional Subscribers; and

(ii) accept notice of a Claim or Circumstance which is provided to ALIA during the

Policy Period by a Person other than the Subscriber who was required to give it.

However, this discretion will not be exercised if ALIA has been prejudiced by late notice

of a Claim or Circumstance.

4.3 Cooperation, Admissions and Settlement

(a) Co-operation. The Subscriber shall co-operate fully with ALIA. Without limiting the

generality of this requirement to cooperate fully, this includes the requirements that the

Subscriber shall respond promptly to all communications from ALIA and any Person

appointed by and acting on its behalf, and shall, upon request:

(i) assist in investigations;

(ii) assist in settlement attempts;

(iii) attend at questionings and other interlocutory proceedings;

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(iv) attend at alternative dispute resolution;

(v) assist in enforcing any right of contribution or indemnity against any third party;

(vi) attend at hearings and trials;

(vii) assist in securing the attendance of witnesses; and

(viii) otherwise assist in the repair, defence or settlement in all other reasonable

respects.

(b) Non-compliance. If a Subscriber fails without reasonable excuse to comply with

Condition 4.3(a), ALIA may withdraw coverage under the Policy for that Subscriber. If a

Subscriber is unable by reason of death or mental or physical incapacity to comply with

Condition 4.3(a), ALIA may, at its option, take the place of the Subscriber to ensure

compliance but is not obliged to do so.

settle or take any other action with respect to a Claim or Occurrence (including an attempt

to correct an Error in the rendering of Professional Services, prevent the threat, institution

or advancement of a Claim, or reduce or avoid any liability, damages or loss arising out of

an Error) unless ALIA is aware of and consents in writing to the admission, offer or action

in advance. Any such admission, offer to settle or other action taken without the consent

referred to in this Condition 4.3(c) shall be at the sole risk of the Subscriber. However,

this clause shall not apply to any such admission, offer or other action that occurs after

ALIA has granted the permission referred to in Condition 4.3(e).

(d) Payments, etc. Any payment, obligation or expense in connection with a Claim or

Occurrence that is made, assumed or incurred by the Subscriber, without obtaining the

prior consent of ALIA, shall be the sole responsibility of the Subscriber.

(e) Compromise or settlement. The decision to settle or compromise а Claim is within the sole

discretion of ALIA, which has the exclusive right and authority to enter into а compromise

or settlement without the consent of the Subscriber. If the Subscriber objects to а

compromise or settlement, the Subscriber may request that the Subscriber be permitted

to contest or continue legal proceedings in connection with the Claim. ALIA has no

obligation to grant such permission but may do so within the exercise of its sole discretion.

Any permission so granted shall be in writing and is subject to the express condition that

the amount payable under this Part А in respect of the relevant Claim shall not exceed the

amount for which the Claim could have been settled, including Defence Costs up to the

date of the Subscriber's objection, subject to the other Conditions of this Part А.

4.4 Innocent Additional Subscriber Provisions

(a) Fraud or malice. Subject to Condition 4.4(d), if coverage under this Part А is excluded,

suspended or lost for an Individual Subscriber due to the operation of Exclusion 3.6 or 3.7

(that is, a Dishonest, fraudulent, criminal or malicious act or omission by the Individual

Subscriber other than one relating in any way to theft or Misappropriation of trust funds

or property), coverage shall continue to apply for the benefit of any Additional Subscriber

against whom a Claim is made arising out of the Occurrence caused by the Individual

Subscriber.

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(b) Failure to provide information or cooperate. Subject to Condition 4.4(d), if coverage under

this Part А is excluded, suspended or lost for an Individual Subscriber due to that

Individual Subscriber's failure to provide information or copies of any demand, notice,

summons or other process as required by Condition 4.2(c), or to cooperate with ALIA in

accordance with Condition 4.3(a), coverage shall continue to apply for the benefit of any

Additional Subscriber against whom the Claim in question, or a Claim arising out of the

Occurrence in question, is made; provided, for greater certainty, that nothing in this

paragraph shall be construed as providing coverage to an Additional Subscriber where

such coverage was not available to the Additional Subscriber pursuant to Conditions 4.1

or 4.2.

excluded, suspended or lost for an Individual Subscriber under Exclusion 3.3 because the

Individual Subscriber has rendered Non-Qualifying Services, coverage shall continue

to apply for the benefit of any Additional Subscriber against whom a Claim is made

arising out of the Occurrence caused by the Individual Subscriber.

(d) Condition of coverage. It is a condition precedent to the coverage referred to in this

Condition 4.4 that the relevant Additional Subscriber shall not have concealed,

acquiesced or participated in the conduct that has disqualified the Individual Subscriber,

nor have breached any other provision of this Part А.

4.5 Other Insurance

(a) If a Subscriber has or had at any time insurance (other than excess insurance) under

another Canadian law society's policy (or Canadian law societies' policies) that applies to

а Claim covered by this Part А, the total amount of insurance and indemnity provided

under these policies together will not exceed the total value of the Claim or the most that

is available under either (any one) of these policies alone, whichever is less. The decision

as to which of these policies will respond, or as to any allocation between (or amongst) the

policies, will be made by the Law Society together with that other law society (or, if more

than one, with those other law societies) and the Subscriber agrees to be bound by that

decision. However, the aggregate coverage provided under all applicable policies will not

exceed the applicable Limits of Liability regardless of the number of policies involved.

(b) Except to the extent that Conditions 4.5(a) or 4.6(a) apply, if a Subscriber has or had at

any time insurance (other than excess insurance) placed with another indemnifier or insurer

that applies to a Claim covered by this Part А, this Part А will apply only as excess

coverage over the other insurance to the extent that the other insurance is valid and

collectible. This is regardless of whether:

(i) this policy is in any way, whatsoever, described (specifically or otherwise) as

anything other than excess indemnity or insurance, in any such other insurance; or

(ii) that other insurance is primary, contingent, excess, umbrella, or contains any form

of excess or escape “other insurance” clause, condition or provision.

Further, ALIA will not be called upon to contribute or otherwise pay any amounts,

whatsoever, where any such amounts are covered under or are otherwise included in other

valid and collectible insurance.

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4.6 Inter-jurisdictional Coverage

(a) Subject to Condition 4.5(a), if a Claim is made against a Subscriber in а Reciprocal

Jurisdiction in connection with Professional Services rendered in that jurisdiction

pursuant to the Mobility Rules, and the professional liability coverage provided to the

Subscriber by this Part A is narrower in scope than that required of the members of the

law society of the Reciprocal Jurisdiction, then ALIA shall provide in respect of such

Claim the same scope of coverage under this Part A as that of the Reciprocal

Jurisdiction’s policy; subject to an Occurrence Limit of $1,000,000.00 and an

Aggregate Limit of $2,000,000.00. This Condition applies for the benefit only of a

Subscriber who was a Member at the time the Professional Services were rendered.

(b) For clarity, if a Member (other than a Legal Services Organization Lawyer) is exempt

under the Rules from the requirement to pay the professional liability assessment, whether

pursuant to the Mobility Rules or otherwise, this Part А will not respond or be applicable

to a Claim arising out of an Occurrence taking place during the period of exemption.

4.7 Cancellation

(a) For all Subscribers. This Part А may be cancelled at any time by ALIA. Such cancellation

shall terminate the coverage provided under this Part A to all Subscribers without prior

notice to any Subscriber.

(b) For any Subscriber. ALIA may, with the consent of the Law Society, terminate the

coverage provided by this Part А to a particular Subscriber on 60 days' written notice

given to that Subscriber delivered by personal delivery or registered mail to the last

address of the Subscriber shown on the records of the Law Society. Such notice shall be

deemed to have been given on the day of delivery in the case of personal delivery or three

(3) business days in Calgary, AB after the registered letter is delivered by ALIA to the post

office in the case of registered mail.

cancellation or termination of this Part А.

4.8 Subrogation

(a) General. If any payment is made under this Part А on behalf of a Subscriber, ALIA shall

be subrogated to all of that party's rights of recovery against any Person in respect of the

payment.

(b) Exercise against Subscriber. ALIA will not exercise its subrogation rights against any

Subscriber, except ALIA may exercise such rights against an Individual Subscriber:

(i) whose conduct has caused payments to be made on behalf of one or more

Additional Subscribers by virtue of the operation of Condition 4.4(a) or 4.4(b)

of this Part А;

(ii) who has failed to comply with Conditions 4.3(a) or 4.3(c) of this Part A; or

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(iii) who committed the Error in rendering Professional Services while not authorized

by the Law Society to practice law, or while not authorized by the Law Society

to practice law in that practice area.

rights and, in addition, shall execute and deliver all documents and take any other action

that ALIA considers necessary or appropriate, acting reasonably, to secure those

subrogation rights.

(d) Application of amounts recovered. Any amounts recovered through exercise of ALIA's

subrogation rights, net of recovery Costs, shall be applied as follows:

(i) first, to repay a Subscriber or an excess insurer who, pursuant to an agreement

with ALIA, has paid an amount on the Subscriber's behalf in respect of the Claim

over and above payments under this Part А;

(ii) second, to reimburse ALIA (and, on a pro rata basis, any other insurers who have

contributed to the Claim pursuant to an agreement with ALIA, except for those

referred to in Condition 4.5(b) for Damages and Defence Costs paid in respect of

the Claim;

(iii) third, to reimburse ALIA for Damages and Defence Costs paid in respect of the

Claim; and

(iv) fourth, to reimburse the Subscriber for deductibles paid that are referable to the

Claim.

4.9 Miscellaneous Conditions

(a) Effect of bankruptcy or insolvency. The bankruptcy or insolvency of a Subscriber shall not

affect the obligations of ALIA under this Part A and shall not relieve a Subscriber of

personal responsibility for their obligations under this Part А.

(b) Effect of death or incapacity. The death or incapacity of a Subscriber shall not affect the

obligations of ALIA or a Subscriber under this Part А with respect to Occurrences before

the death or incapacity. The legal or personal representatives of the Subscriber shall be

entitled to enforce any coverage provided by this Part А for the benefit of the Subscriber,

but shall be bound by the conduct of the Subscriber in connection with the Occurrence(s)

in question.

shown in Item 3 of the Declarations and shall be delivered by personal delivery or

registered mail. Such notice shall be deemed to have been given on the day of delivery in

the case of personal delivery or three (3) business days in Calgary, AB after the registered

letter is delivered by the sender to the post office in the case of registered mail. Notice to

any other Person (including the Law Society), or knowledge by that Person, of such

matters does not constitute notice to ALIA, does not affect ALIA or its rights under this

Part А, and does not affect the applicability of the terms and conditions of this Part А.

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(d) Notice to Subscriber. Subject to Condition 4.7, notice to any Subscriber must be given to

the Subscriber at the last address of the Subscriber shown in the records of the Law

Society and shall be delivered by personal delivery or registered mail. Such notice shall be

deemed to have been given on the day of delivery in the case of personal delivery or three

(3) business days in Calgary, AB. after the registered letter is delivered by the sender to the

post office in the case of registered mail.

(e) Waiver. No provision of this policy shall be waived by ALIA in whole or in part unless:

(i) the waiver is stated in writing;

(ii) the clause being waived is specifically identified; and

(iii) the fact that the clause at issue is being waived is specifically stated.

(f) Arbitration against ALIA. The following are conditions precedent to an arbitration against

ALIA by a Subscriber:

(i) the Subscriber must have complied in all respects with the terms and conditions

of this Part A; and

(ii) the amount payable for damages or settlement in respect of the Claim must have

been finally determined by:

(A) a court of competent jurisdiction;

(B) an arbitration to which the Subscriber must submit or does submit with

ALIA’s prior written consent; or

writing with the Claimant.

Clause 4.9(f)(ii) does not apply to an arbitration by a Subscriber against ALIA for a

declaration that ALIA has a duty to defend a Claim.

(g) Arbitration. This provision applies to any dispute under or in relation to Part A of this

Policy, including, without limiting the foregoing, as to:

(i) the interpretation of this Part A;

(ii) the validity or existence of this Policy; or

(iii) the payment of an Individual Deductible;

that arises between a Subscriber and one or more of the following:

(iv) ALIA; or

(v) another Subscriber who is not presently at the same Law Firm as the Subscriber

and was not at the same Law Firm at the time of the Occurrence.

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Such a dispute shall be adjudicated only by arbitration. The arbitration shall be conducted

in accordance with the provisions of the Arbitration Act (Alberta) by a single arbitrator and

may be initiated by any party to the dispute on written notice to all other parties at any time

after the expiration of 90 days from the date the dispute arose. The parties agree that such

an arbitration will be confidential, and that they will not disclose any aspect of the

arbitration, including, without limiting the foregoing, the facts, the issues, the evidence, or

the result; provided however, that ALIA may disclose any aspect of the arbitration to the

Law Society. The arbitration will be final and binding.

(h) Assignment. The rights of a Subscriber under this Part A that are exercisable against

ALIA cannot be assigned to any other Person.

(i) Third Persons. For greater certainty, nothing herein, express or implied, is intended or

shall be construed to confer upon any Person who is not ALIA or a Subscriber any rights

or remedies under or by reason of this Part A.

(j) Service. Service of any action to enforce the obligations of ALIA under this Part A shall

be made on ALIA at the local address for service shown in the Declarations.

(k) Currency. All Limits of Liability and deductibles under this Part A

are stated in lawful

currency of Canada and all payments under this Part A

shall be made in the same currency.

(l) Information Sharing. Personal information collected from the Subscriber, whether

pursuant to Part A or Part B, will be used by ALIA for one or more purposes contemplated

by the Legal Profession Act (Alberta), the Rules, the Law Society’s Code of Conduct,

and/or any resolution of the Benchers of the Law Society or the Board of Directors of

ALIA; and may be accessible to all departments of the Law Society. Without limiting the

generality of the foregoing, the information may be used or disclosed by ALIA, now or in

the future, for regulatory purposes including Law Society investigations and proceedings.

(m) Governing law. This Part A shall be governed by and construed in accordance with the

laws of the Province of Alberta.

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PART B - MISAPPROPRIATION INDEMNITY

DEFINITIONS

In this Part B:

Adult Interdependent Partner has the same meaning as in the Adult Interdependent Relations Act, SA

2002, c. A-4.5.

ALIA means the Alberta Lawyers Indemnity Association, a company incorporated under Part 9 of the

Companies Act, RSA 2000, c. C-21.

Claim means a demand for money, an action, or institution of proceedings against a Subscriber arising

from an alleged Loss.

Claimant means a Person who has made or may make a Claim.

Compensation Program means the Assurance Fund as provided under the Legal Profession Act (Alberta).

compensation program means:

(a) any statutory program, as provided for by a legislative act; and

(b) any fund established by a law society to pay for Losses from any misappropriation,

wrongful conversion or dishonesty by members of a law society as may now or

subsequently be established.

Costs includes costs, charges, disbursements and expenses.

Defence Costs means Costs incurred by ALIA in defending or settling a Claim, including, without limiting

the foregoing, legal fees and disbursements of counsel appointed by ALIA; notional legal fees and

disbursements incurred by in-house defence counsel of ALIA, if any, as determined by ALIA; the fees

and disbursements incurred for investigators, experts, appraisers and witnesses; Costs of alternative dispute

resolution; and adjuster’s fees incurred on the instructions of counsel in defending or settling a Claim.

Dishonest means conduct which a reasonable person would consider to be:

(a) deceptive and morally reprehensible;

(b) untruthful and morally reprehensible; or

even in the absence of an actual dishonest purpose, motive or intent.

Enterprise means any proprietorship, partnership, limited partnership, co-operative, society, business,

association, joint venture, syndicate, company, corporation, firm, trust, municipality, government,

governmental or regulatory authority, university, court or other legal or commercial entity.

Ineligible Costs means:

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(a) Costs incurred and earnings lost by a Subject Lawyer or an Innocent Subscriber in

connection with investigation, defence, or settlement of a Claim, including, without

limiting the foregoing, those associated with:

(i) photocopying documents;

(ii) expending time and effort;

(iii) preparing for and attending questioning or cross-examinations;

(iv) preparing for and attending alternate dispute resolution;

(v) preparing for court and testifying; and

(vi) otherwise cooperating with ALIA in the investigation, defence or settlement of

a Claim;

(b) out-of-pocket Costs of a Subject Lawyer or Innocent Subscriber that are not authorized

for reimbursement by ALIA in advance, including, without limiting the foregoing, Costs

of independent or personal counsel retained by the Subscriber and Costs of disputing

issues relating to coverage; and

litigation, whether or not connected with a Misappropriation.

Innocent Subscriber, with respect to one or more Subject Lawyer(s), means:

(a) a present or former partner of the Subject Lawyer(s);

(b) any Law Firm through which the Subject Lawyer(s) have practised law, whether as

partners, associates, employees, counsel, contract lawyers or otherwise; and

practised law;

provided that the Innocent Subscriber did not conceal, acquiesce, or participate in the conduct of the

Subject Lawyer(s) that gave rise to a Loss.

Law Firm means:

(a) a sole proprietorship through which a Subject Lawyer practises law; or

(b) two or more Members who are, or appear to be, holding themselves out to the public as

practising law together, whether or not a partnership exists in fact and regardless of the

form or forms of business organization through which the practice is conducted.

Law Society means the Law Society of Alberta.

law society means а law society, barristers' society or similar organization of a jurisdiction other than

Alberta.

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Limits of Liability means the Misappropriation Limit and the Profession-wide Annual Aggregate

Limit.

Loss means direct financial loss sustained by a Person of no more than the value, at the time of the

Misappropriation, of Money or the equivalent cash value of Securities and Property that is the subject

of a Misappropriation by a Subject Lawyer(s), but does not include any amount which the Claimant or

Subscriber has or is entitled to claim under any other policy or form of indemnity, insurance, title

insurance, or any compensation program.

Member means a lawyer who, at the date of the Misappropriation, was enrolled with the Law Society

pursuant to the Legal Profession Act (Alberta).

Misappropriation means, for the purposes of this Part B, a theft, wrongful taking, or wrongful conversion

and may include multiple thefts, wrongful takings, or wrongful conversions concurrently, or over time, by

а Subject Lawyer of Money, Securities or Property, whether to the use of the Subject Lawyer or a third

party, which was entrusted to or received by that Subject Lawyer or by another Member in the Subject

Lawyer’s Law Firm, in their capacity as a barrister or solicitor or such other capacity as the Law Society

may designate, regardless of the form or forms of business organization through which the practice as a

barrister and solicitor is conducted. All such thefts, wrongful takings, or wrongful conversions shall be

deemed to be one Misappropriation and shall be subject to one Limit of Liability, even if such thefts,

wrongful takings, or wrongful conversions may have occurred or been reported during more than one

policy period.

Misappropriation Limit has the meaning given by clause 2.4(a).

Money, Securities or Property means:

(a)

money including, without limiting the foregoing, currency, coins, and bank notes having а

face value and in current use;

(b)

securities including, without limiting the foregoing, all negotiable and non-negotiable

instruments or contracts representing money, debt, an equity interest, or an interest in

property and includes revenue and other stamps, tokens and tickets in current use; and

(c)

personal property, including, without limiting the foregoing, trust money, in cash or on

deposit, and chattels, which have been entrusted.

Occurrence has the same meaning as in Part A of this policy.

Person includes an individual and an Enterprise.

Policy Period is that indicated in Item 5(b) of the Declarations.

Profession-wide Annual Aggregate Limit has the meaning given by clause 2.4(b).

Related includes factual relationships, logical relationships, causal relationships and any other relationship.

Spouse means the husband or wife of a married Person.

Subject Lawyer means a Member who has committed or is alleged to have committed a

Misappropriation.

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Subscriber means:

(a) the Law Society;

(b) an Innocent Subscriber; and

II.

INDEMNITY AGREEMENTS

In consideration of payment of the premium when due, and subject to the Limits of Liability, exclusions,

conditions and all other terms of this Part B, ALIA agrees with each Subscriber as follows:

2.1 Payment of Loss

(a) ALIA will pay:

(i) the amount of the Loss suffered by a Claimant as determined by a court; or

(ii) the amount of the Loss suffered by a Claimant as determined by the Law Society

or ALIA and, in the case of a determination by the Law Society, subject to the

approval of ALIA.

(b) At ALIA’s sole discretion, such payments may be made, in whole or in part, to:

(i) the Claimant, subject to the Claimant providing a release on such terms as

required by ALIA (which may include an assignment of the Claim); or

(ii) to a custodian appointed in respect of the Subject Lawyer’s practice.

2.2 Defence of Claims

In respect of the indemnity coverage given by this Part B:

(a) ALIA has the right, but not the duty, to defend any Claim against a Subscriber alleging

a Loss that would fall within the coverage provided by this Part B;

(b) if ALIA elects to defend a Claim against a Subscriber alleging a Loss that would fall

within the coverage provided by this Part B, ALIA has the right to:

(i) investigate the Claim alleged to have caused the Loss;

(ii) select and instruct defence counsel; and

(iii) withdraw from the defence of the Claim without seeking the consent of the

Subscriber; and

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has the exclusive right and authority to enter into a compromise or settlement without the

consent of the Subscriber.

2.3 Limits on Payment of Costs

ALIA is not responsible for and will not pay any Ineligible Costs.

2.4 Coverage Limits

(a) Misappropriation Limit: The maximum amount payable by ALIA collectively for all

Losses and Defence Costs in respect of any Misappropriation is $5,000,000, regardless

of the number of: Claims made; Losses arising from the Misappropriation; Claimants or

retainers; or Subject Lawyers or Innocent Subscribers involved, or alleged to be

involved, in the Misappropriation. For clarity, multiple Claims, Losses, Claimants,

Subject Lawyers or Innocent Subscribers involved in any Misappropriation will not

increase or cumulate the Misappropriation Limit, even if such Misappropriation took

place during more than one policy period;

(b) Profession-wide Annual Aggregate Limit: The maximum amount payable by ALIA

collectively for all Losses and Defence Costs on an aggregate basis for all Losses and

Claims made and reported in the policy period is $25,000,000. For clarity, all payments

by ALIA of all Losses and Defence Costs incurred during the Policy Period will reduce

the Profession-wide Annual Aggregate Limit for that Policy Period in the amount of

those payments.

III.

EXCLUSIONS

The indemnity coverage given by this Part B does not apply to:

3.1

any Claim or Loss that falls within Part A of this policy;

3.2

an Occurrence to which Part А of this policy responds, or would have responded had there been

compliance with the Conditions set out in Section IV of Part A, regardless of: the Limits of

Liability of Part А of this policy; compliance, or lack thereof, with the notice and/or reporting

requirements of Part А of this policy; and whether Part А of this policy has been cancelled;

3.3

bodily injury, sickness, disease or death of any Person;

3.4

physical damage to tangible property, including, without limiting the foregoing, physical damage

that results in the loss of use of the property;

3.5

a Claim or Loss:

(a) resulting from a Misappropriation reported to the Law Society; or

(b) which formed the basis of a claim for compensation under the Compensation Program

or any other compensation program;

prior to July 1, 2014.

ALIA Policy 2021-2022

3.6

a Claim or Loss that arises out of or is in any way Related to, in whole or in part, the Dishonest

or unlawful conduct, fault or neglect committed by or on behalf of the Claimant; the Claimant's

Spouse; the Claimant’s Adult Interdependent Partner, or any parent, child, sibling or other

relative, or agent, of the Claimant.

3.7

a Claim by an Enterprise that arises out of or is in any way Related to, in whole or in part, the

wrongful or unlawful conduct, fault or neglect of a director, officer, employee or agent of the

Enterprise; or a Person who had, at the time of the Loss, directly or indirectly, effective control

of the Enterprise or beneficial ownership of the Enterprise in an amount greater than ten per cent

(10%) or any Spouse, Adult Interdependent Partner or parent, child, sibling or other relative,

or agent, of any individual referred to in this clause.

3.8

a Claim brought by a Claimant who knew prior to the time of the Misappropriation of any

Dishonest act by the Subject Lawyer(s);

3.9

а Claim or Loss sustained by аny Person or Persons who committed, participated in committing,

consented to (expressly or implicitly), or acquiesced in the Misappropriation, or who were

reckless or wilfully blind to the Misappropriation;

3.10

а Claim or Loss sustained by аny Person or Persons who had unlawfully obtained the Money,

Securities or Property that was the subject of the Misappropriation;

3.11

a Loss that does, or is alleged to arise out of or from, a purported investment, or a Ponzi or similar

investment scheme, in which the Subject Lawyer or the Subject Lawyer's Law Firm merely

received and distributed money, whether through their trust account or otherwise;

3.12

a Claim against a Subject Lawyer made by or on behalf of the Subject Lawyer's Law Firm or

its current or former partners;

3.13

a Claim against a Subject Lawyer made by or on behalf of the Subject Lawyer's employer,

or made by or on behalf of any government, municipality, university, Person or Enterprise by

whom the Subject Lawyer is contracted to practise law solely within the scope of that contract;

and

3.14

a Claim or Loss for which proper notice has not been given in accordance with Conditions 4.1 and

4.2 (other than notice by a Subject Lawyer).

IV.

CONDITIONS

The coverage afforded by this Part B is subject to the following Conditions:

4.1

Claims First Made and Reported

(a) Coverage under this Part B shall only apply to Claims or Loss arising out of

Misappropriations that occurred while the Subject Lawyer was a Member and

provided that a Claim is first made against the Subject Lawyer, and reported in writing

to ALIA, during the Policy Period. All Claims arising from a Misappropriation,

whenever made (including if made during different policy periods), shall be deemed for

purposes of this policy to have been made and reported on the date the first such Claim is

made and reported.

ALIA Policy 2021-2022

If, during the Policy Period, a Subscriber, other than a Subject Lawyer, learns of a

Claim or becomes aware of any Misappropriation or of circumstances that might

constitute a Misappropriation or which could reasonably be expected to give rise to a

Claim, however unmeritorious, that Subscriber shall give written notice to ALIA of such

Misappropriation or circumstances during the Policy Period. For the purposes of this

policy, the date upon which such written notice is given by that Subscriber to ALIA shall

be the date on which any resulting Claim or Loss is deemed to be first made and reported

to ALIA.

(b) Subject to Condition 4.1(a), when the Policy Period expires, ALIA shall be free of

liability for all Losses except for those in respect of which a Claim has been both made

during the Policy Period and reported during the Policy Period in accordance with

Condition 4.2.

4.2

Notice Requirements

(a) Notice by Subscriber. The Subscriber shall, as soon as practicable after learning of а

Claim or becoming aware of any Misappropriation or of circumstances that might

constitute a Misappropriation or which could reasonably be expected to give rise to a

Claim, however unmeritorious, give written notice to ALIA at the local address for

service shown in the Declarations. Subject to Condition 4.1(a), this is a condition

precedent to ALIA’s liability under this Part B.

(b) Acceptance of notice from other Persons. ALIA has the discretion, but is not required, to

accept notice of any Claim, Misappropriation or of circumstances that might constitute

a Misappropriation or which could reasonably be expected to give rise to a Claim,

however unmeritorious, which is provided to ALIA during the Policy Period by a Person

other than the Subscriber.

designated by ALIA all information reasonably required by ALIA that the Subscriber

is reasonably capable of providing. In addition, the Subscriber shall immediately

forward to the Person(s) designated by ALIA any demand, notice, summons or other

process received by the Subscriber in connection with the Claim or Misappropriation.

4.3

Co-operation of Subscriber

The Subscriber shall co-operate fully with ALIA. Without limiting the generality of this

requirement to fully cooperate, this includes the requirements that the Subscriber shall respond

promptly to all communications from ALIA and any Person appointed by and acting on its behalf,

and shall, upon request:

(a) assist in investigations;

(b) assist in settlement efforts;

(d) attend at alternative dispute resolution;

(e) assist in enforcing any right of contribution or indemnity against any third party;

ALIA Policy 2021-2022

(f) attend at hearings and trials;

(g) assist in securing the attendance of witnesses; and

(h) otherwise assist in any investigation, defence or settlement efforts in all other reasonable

respects.

4.4

Other Insurance

(a)

If a compensation program (or programs) provided by another Canadian law society (or

Canadian law societies) other than the Law Society applies to a Loss covered by this Part

B, the total amount of coverage provided under this Part B and those compensation

programs together will not exceed the total value of the Loss or the most that is available

under either (any one) of this Part B or those compensation programs alone, whichever

is less. The decision as to which policy or compensation program will respond, or as to

any allocation between (or amongst) them, will be made by ALIA together with the other

law society (or, if more than one, with those other law societies) and the Subscriber

agrees to be bound by that decision.

(b)

Except to the extent that Condition 4.4(a) applies, if there is available to a Subscriber or

a Claimant any other insurance or indemnity against the Loss, this Part B will apply only

as excess coverage over the amount recoverable or recovered under such other insurance

or indemnity and will not be called upon in contribution.

4.5

Cancellation

(a)

For all Subscribers. This Part B may be cancelled at any time by agreement between

ALIA and the Law Society. Such cancellation shall terminate the coverage provided to

all Members without prior notice to any Member.

(b)

For any Subscriber. ALIA may, with the consent of the Law Society, terminate the

coverage provided by this Part B to a particular Subscriber on 60 days written notice to

that Subscriber delivered by registered mail to the last address of the Subscriber shown

on the records of the Law Society. Such notice shall be deemed to have been given on the

day of delivery in the case of personal delivery or three (3) business days in Calgary, AB

after the registered letter is delivered by ALIA to the post office in the case of registered

mail.

(c)

No return of premium. There shall be no return of premium paid for this Part B coverage

to any Member on the cancellation or termination of this Part B.

4.6

ALIA's Right to Recover Payments (Subrogation)

(a)

If a Subject Lawyer is determined to have committed a Misappropriation, it is agreed

between ALIA and the Subscribers that ALIA has the right to recover from that Subject

Lawyer all Losses and Defence Costs paid by ALIA.

(b)

In the event of any payment under this Part B ALIA shall be subrogated to and entitled to

an assignment of:

ALIA Policy 2021-2022

(i) all of the Claimant's rights of recovery therefore against any Person, including,

without limiting the foregoing, the Subject Lawyer(s), in respect of said payment

and the Claimant shall execute and deliver instruments and papers and render

assistance to secure such rights. The Claimant shall do nothing after the Loss to

prejudice such rights;

(ii) all of the Innocent Subscriber's rights of recovery against any Person, including,

without limiting the foregoing, the Subject Lawyer(s), in respect of said

payment, and the Innocent Subscribers shall execute and deliver instruments

and papers and render assistance to secure such rights. The Innocent Subscribers

shall do nothing after the Loss to prejudice such rights. The Innocent

Subscriber's rights to which ALIA is subrogated or entitled to an assignment,

shall extend to the value of any Subject Lawyer's interest in any Law Firm as

determined by the Law Firm's books as of the date of the discovery of the Loss

by a Subscriber, including, without limiting the foregoing, any amounts owing

to the Subject Lawyer by the Law Firm. ALIA acknowledges that it waives all

rights of recovery against any Innocent Subscriber(s) in respect of the

Misappropriation resulting in any Loss paid under this Part B, unless the Loss

was caused or contributed to by the fault or neglect of the Innocent

Subscriber(s).

(c)

The Subject Lawyer shall, upon payment by ALIA of any amount to a Claimant or other

Person hereunder be deemed to have irrevocably waived any limitation period applicable

to the Claim in respect of which such payment has been made.

(d)

Any amounts recovered through exercise of ALIA's subrogation rights and/or by salvage

net of recovery Costs, shall be applied as follows:

(i) first, to reimburse ALIA for payments under this Part B; and

(ii) second, to the satisfaction of the Losses which would have been paid but for the

fact that the Loss is in excess of the Limit of Liability under this Part B.

4.7

Miscellaneous Conditions

(a)

Effect of bankruptcy or insolvency. The bankruptcy or insolvency of any Subject Lawyer

or Innocent Subscriber(s) will not affect the obligations of ALIA under this Part B and

will not relieve ALIA of responsibility for its obligations under this Part B.

(b)

Effect of death or incapacity. The death or incapacity of any Subject Lawyer or Innocent

Subscriber will not affect the obligations of ALIA or any Subject Lawyer or Innocent

Subscriber under this Part B with respect to Misappropriations before the death or

incapacity.

(c)

Notice to ALIA. Notice to ALIA must be given to ALIA at the local address for service

shown in item 3 of the Declarations and shall be delivered by personal delivery or

registered mail. Such notice shall be deemed to have been given on the day of delivery in

the case of personal delivery or three (3) business days in Calgary, AB after the registered

letter is delivered by the sender to the post office in the case of registered mail. Notice to

any other Person, or knowledge by that Person, of such matters does not constitute notice

ALIA Policy 2021-2022

to ALIA, does not affect ALIA or its rights under this Part B, and does not affect the

applicability of the terms and conditions of this Part B.

(d)

Notice to Subscriber. Subject to Condition 4.5, notice to any Subscriber (other than the

Law Society) must be given to the Subscriber at the last address of the Subscriber

shown in the records of the Law Society and shall be delivered by personal delivery or

registered mail. Such notice shall be deemed to have been given on the day of delivery in

the case of personal delivery or three (3) business days in Calgary, AB after the registered

letter is delivered by the sender to the post office in the case of registered mail.

(e)

Waiver. No provision of this policy shall be waived by ALIA in whole or in part unless:

(i) the waiver is stated in writing;

(ii) the clause being waived is specifically identified; and

(iii) the fact that the clause at issue is being waived is specifically stated.

(f)

Arbitration. This provision applies to any dispute that arises between ALIA and the

Subscriber(s) under this Part B. Such a dispute may be adjudicated by arbitration if the

Subscriber(s) and ALIA agree to such arbitration. The arbitration shall be conducted in

accordance with the provisions of the Arbitration Act (Alberta) by a single arbitrator and

may be initiated by any party to the dispute on written notice to all other parties at any

time after the expiration of 90 days from the date the dispute arose. The arbitration will

be final and binding.

(g)

Assignment. The rights of the

Subscriber

under this Part B that are exercisable

against

ALIA

cannot be assigned to any other Person.

(h)

Third Persons. For greater certainty, nothing herein, express or implied, is intended or

shall be construed to confer upon any Person who is not ALIA or a Subscriber any rights

or remedies under or by reason of this Part B.

(i)

Service. Service of any action to enforce the obligations of ALIA under this Part B

shall

be made on ALIA at the local address for service shown in the

Declarations.

(j)

Currency. All Limits of Liability under this Part B

are stated in lawful currency of

Canada

and all payments under this Part B shall be made in the same currency.

(k)

Governing law. This Part B shall be governed by and construed in accordance with the

laws of the Alberta.

In Witness Whereof

ALIA

has caused this policy to be executed the 1

day of July

2021.

ALBERTA LAWYERS INDEMNITY

ASSOCIATION

Per: (signed)

“David Weyant”

Name: David Weyant, Q.C.

Title: President and Chief Executive Officer

ALIA Policy 2021-2022

NUCLEAR INCIDENT EXCLUSION CLAUSE-LIABILITY-DIRECT (BROAD)-

CANADA

is agreed that this policy does not apply:

(b) to liability imposed by or arising from any nuclear liability act, law or statute, or any law

amendatory thereof; nor

is also

insured under a contract of nuclear energy liability insurance (whether the Subscriber is

unnamed in

such contract and whether or not it is legally enforceable by the Subscriber) issued by

the Nuclear

Insurance Association of Canada or any other insurer or group or pool of insurers or

would be an

nsured under any such policy but for its termination upon exhaustion of its limit of

liability; nor

(d) to bodily injury or property damage resulting directly or indirectly from the nuclear energy hazard

arising from:

(i)

the ownership, maintenance, operation or use of a nuclear facility by or on behalf of a

Subscriber;

(ii)

the furnishing by a Subscriber of services, materials, parts or equipment in connection

with

the planning, construction, maintenance, operation or use of any nuclear facility; and

(iii)

the possession, consumption, use, handling, disposal or transportation of fissionable

substances, or of other radioactive material (except radioactive isotopes, away from a

nuclear facility, which have reached the final stage of fabrication so as to be usable for

any scientific, medical, agricultural, commercial or industrial purpose) used, distributed,

handled or sold by a Subscriber.

As used in this policy:

The term "nuclear energy hazard" means the radioactive, toxic, explosive, or other hazardous

properties

of radioactive material.

2. The term "radioactive material" means uranium, thorium, plutonium, neptunium, their respective

derivatives and compounds, radioactive isotopes of other elements and any other substances which

may be designated by or pursuant to any law, act or statute, or law amendatory thereof as being

prescribed substances capable of releasing atomic energy, or as being requisite for the production,

use or application of atomic energy.

3. The term "nuclear facility" means:

(a) any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction

or to contain a critical mass of plutonium, thorium and uranium or any one or more of

them;

(b) any equipment or device designed or used for (i) separating the isotopes of plutonium,

thorium and uranium or any one or more of them, (ii) processing or utilising spent fuel, or

(iii) handling, processing or packaging waste;

ALIA Policy 2021-2022

thorium or uranium enriched in the isotope uranium 233 or in the isotope uranium 235, or

any one or more of them if, at any time, the total amount of such material in the custody

the Subscriber at the premises where such equipment or device is located consists of or

contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or

more than 250 grams of uranium 235;

(d) any structure, basin, excavation, premises or place prepared or used for the storage or

disposal of waste radioactive material;

and includes the site on which any of the foregoing is located, together with all operations

conducted thereon and all premises used for such operations.

4. The term "fissionable substance" means any prescribed substance that is, or from which can be

obtained, a substance capable of releasing atomic energy by nuclear fission.

5. With respect to property, loss of use of such property shall be deemed to be property damage.

It is understood and agreed that, except as specifically provided in the foregoing to the contrary, this

Clause

is subject to the terms, exclusions, conditions and limitations of the Policy to which it is attached.

ENDORSEMENT NO.

(Applies to Part A Only)

It is understood and agreed that, for the purposes of Condition 4.6(a), coverage provided under (a)

"Part B: Trust Protection" of the Law Society of British Columbia's professional liability insurance

policy, (b) any trust protection indemnification or other coverage provided by a policy issued by the

Canadian Lawyers Insurance Association (“

CLIA

”) in respect of any law society, which policy

provides coverage for misappropriation, theft or wrongful conversion, and (c) similar coverage

provided by any law society or by any entity providing coverage to members of any such law society,

shall not

be considered to be insurance or indemnification required of the members of the law societies

of British Columbia, any law society in respect of which a policy is issued by CLIA, or any other law

society, respectively. For greater

certainty, it is understood and agreed that Condition 4.6(a) shall not

apply to broaden coverage under Part

A as a result of the provisions of any of the foregoing policies.

All other terms, conditions, exclusions and limitations remain unchanged.

Attached to and forming part of Policy Number 2021-2022 of the Alberta Lawyers Indemnity

Association. This endorsement shall be effective from July 1, 2021, 12:01 a.m. at Calgary, Alberta.

ALBERTA LAWYERS INDEMNITY ASSOCIATION

Per: (signed)

“David Weyant”

Name: David Weyant, Q.C.

Title: President and Chief Executive Officer

ENDORSEMENT NO.

(Applies to Part A Only)

It is understood and agreed that the following are identified as an Approved Law under Part A: (a)

the practice of immigration law pursuant to and in compliance with written authorizations provided

to Canadian lawyers generally by the U.S. Department of Homeland Security to practice immigration

law in front of the U.S. Department of Homeland Security; (b) practice in front of the U.S. Patent and

Trademark Office (“

USPTO

”) to the extent expressly permitted by them through written

authorizations provided to Canadian lawyers generally by the USPTO; and (c) international trademark

applications and subsequent country designations, made directly or indirectly to the International

Bureau of the World Intellectual Property Organization (“

WIPO

”) pursuant to treaties to which

Canada is party, but specifically excluding advice or other professional services provided in respect

of the actions of any particular country designated in respect of such application or any patent or

trademark registered therein.

All other terms, conditions, exclusions and limitations remain unchanged.

Attached to and forming part of Policy Number 2021-2022 of the Alberta Lawyers Indemnity

Association. This endorsement shall be effective from July 1, 2021, 12:01 a.m. at Calgary, Alberta.

ALBERTA LAWYERS INDEMNITY ASSOCIATION

Per: (signed)

“David Weyant”

Name: David Weyant, Q.C.

Title: President and Chief Executive Officer