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SECURITIES PROFESSIONAL
LIABILITY
SUPPLEMENTAL APPLICATION
(To Be Submitted with the Lawyers Professional Liability Application)
1. Please provide the following information for each private or publicly held client for whom securities related services
were provided in the past 60 months:
Name of
Client
Number
of Years
A Client
Date
Offering
Began
Name
of
Issuer
Type of
Offering
(1)
Nature
of
Client’s
Business
Dollar
Amount
of
Offering
Description
of Security
Registered
or Exempt
Offering
Did Firm
Render
Opinion?
Y/N
Applicant
Lawyer
For? (2)
(1)
Key
Private Placement = PR Syndication = SY
Public Initial Placement = PUI Municipal Financing = M
Public Secondary Placement = PUS Limited Partnership = LTP
Bond (Private) = B
(2)
Key
Issuer = I Purchaser = P
Underwriter = U Auditor = A
Lender = L Other = O (Please Specify)
2. (a) Has the Firm provided legal services in connection with the offer and sale of Yes No
private placement bonds?
(b) Is due diligence documentation retained for services in connection with all private Yes No
placement bonds with an aggregate price of $100,000 or more?
3. Within the past five (5) years, what is the number of bond issues for which the Firm has provided legal services?
(a) Indicate the number of bonds issued (by type)?
General Obligation Revenue Other (provide detail)
GENERAL INFORMATION
SECURITIES INFORMATION
Kinsale Insurance Company
P. O. Box 17008
Richmond, VA 23226
(804) 289-1300
www.kinsaleins.com
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(b) Indicate the entity for which the Firm was employed in the above bond issues:
Bond Counsel Issuer Underwriter
Other (provide detail)
(c) How many of the above indicated bond issues are currently in default or have
experienced a default proceeding
?
4.
Client Identification and Evaluation:
(a) Do you have a procedure for new client identification intended to assure that there Yes No
will be no conflict of interest with respect to the Securities matters to be undertaken
by the Firm?
(b) Do you evaluate a new client seeking Securities advice relevant to a proposed Yes No
transaction or offering to determine such things as the client’s reputation, the
nature of its business, financial strength, management expertise, and history of
changing Securities accountants and lawyers?
(c) Do you use an engagement letter with each client that retains the Firm in Yes No
connection with any Securities offering, including existing clients?
If “No” to any part of Question 9, please provide explanation:
5.
Disclosure and Opinion Requirements:
(a) Do you require an experienced Securities lawyer to interview the client’s directions, Yes No
executive officers and principles in connection with disclosure documents preparation
and review?
(b) Do you require the preservation of written records of the factual source and verification Yes No
made by the Firm’s lawyers in connection with disclosure documents and preservation
of records to support opinions rendered by the Firm?
(c) Do you prohibit your lawyers and staff from participating in the Securities selling process Yes No
(not participating in marketing meetings or calls involving prospective investors)?
If “No” to any part of Question 10, please provide explanation:
6.
Potential Conflicts:
(a) Do, or have, you always prohibit(ed) a Securities Lawyer with an investment in a client Yes No
from working on Securities of that client?
(b) Do, or have, you always prohibit(ed) a Securities Lawyer from trading and investing Yes No
in client Securities?
(c) Do, or have, you always prohibit(ed) a non-Securities Lawyer from trading and investing Yes No
in client Securities?
(d) Do you require a Securities lawyer to disclose all Securities investments in clients of the Yes No
Firm?
(e) Do you have a procedure intended to prevent the improper use of material inside Yes No
information or the tipping of such information by your lawyers and staff?
(f) Do, or have, you always prohibit(ed) a lawyer who is a director, officer or general Yes No
partner of Securities client from working on a Securities transaction of that client?
(g) Do, or have, you always prohibit(ed) any arrangement where a Securities client pays Yes No
for the Firm’s services with client Securities?
If “No” to any part of Question 11, please provide explanation:
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7. For each employee or representative of the Firm handling Securities matters, please provide the following information.
Round to the nearest fifty hours:
Employee/Representative
Name
Securities Practice
Billable Hours
Most Recent 12 Months
Billable Hours
Prior 12 Months
Years of Securities
Experience
8. Has the Firm’s employee or representative served as an officer, director or trustee of any Yes No
Securities client?
9. Has the Firm or its employee or representative ever held an equity or financial interest in Yes No
any Securities client?
If “Yes”, please identify client and nature of equity:
10. Have you had a dispute with a Securities client which necessitated disclosure to the Yes No
Securities and Exchange Commission?
If “Yes”, please provide the name of client, date of withdrawal of dispute and description of withdrawal or dispute:
11. Has any past or present Firm member been named as a party to:
(a) Any investigation or administration action undertaken by the Securities and Yes No
Exchange Commission or any state securities regulatory body?
(b) Any legal action under the SEC Acts of 1933 and 1934 or state statute relating Yes No
to the issuance, offering or sale of Securities?
If “Yes” to any part of Question 16, please provide explanation:
FRAUD WARNING
NOTICE TO ALABAMA, ALASKA, ARIZONA, ARKANSAS, CALIFORNIA, CONNECTICUT, DELAWARE, GEORGIA, IDAHO, ILLINOIS, INDIANA, IOWA, KANSAS,
MARYLAND, MASSACHUSETTS, MICHIGAN, MINNESOTA, MISSISSIPPI, MISSOURI, MONTANA, NEBRASKA, NEVADA, NEW HAMPSHIRE, NORTH
CAROLINA, NORTH DAKOTA, OREGON, RHODE ISLAND, SOUTH CAROLINA, SOUTH DAKOTA, TEXAS, UTAH, VERMONT, WASHINGTON, WEST VIRGINIA,
WISCONSIN, AND WYOMING APPLICANTS: In some states, any person who knowingly, and with intent to defraud any insurance company or other
person, files an application for insurance or statement of claim containing any materially false information, or, for the purpose of misleading, conceals
information concerning any fact material thereto, may commit a fraudulent insurance act which is a crime in many states.
NOTICE TO COLORADO APPLICANTS: It is unlawful to knowingly provide false, incomplete or misleading facts or information to an insurance company for
the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance and civil damages. Any
insurance company or agent of an insurance company who knowingly provides false, incomplete or misleading facts or information to a policy holder or
claimant for the purpose of defrauding or attempting to defraud the policyholder or claiming with regard to a settlement or award payable for insurance
proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies.
NOTICE TO DISTRICT OF COLUMBIA APPLICANTS: WARNING: It is a crime to provide false or misleading information to an insurer for the purpose of
defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false
information materially related to a claim was provided by the applicant.
NOTICE TO FLORIDA APPLICANTS: Any person who knowingly and with intent to injure, defraud or deceive any insurance company files a statement of
claim containing any false, incomplete or misleading information is guilty of a felony of the third degree.
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NOTICE TO HAWAII APPLICANTS: For your protection, Hawaii law requires you to be informed that presenting a fraudulent claim for payment of a loss or
benefit is a crime punishable by fines or imprisonment, or both.
NOTICE TO KENTUCKY APPLICANTS: Any person who knowingly and with intent to defraud any insurance company or other person files an application for
insurance containing any materially false information or conceals, for the purpose of misleading, information concerning any fact material thereto commits
a fraudulent insurance act, which is a crime.
NOTICE TO LOUISIANA APPLICANTS: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly
presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.
NOTICE TO MAINE APPLICANTS: It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose
of defrauding the company. Penalties may include imprisonment, fines, or denial of insurance benefits.
NOTICE TO NEW JERSEY APPLICANTS: Any person who includes any false or misleading information on an application for an insurance policy is subject to
criminal and civil penalties.
NOTICE TO NEW MEXICO APPLICANTS: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly
presents false information in an application for insurance is guilty of a crime and may be subject to civil fines and criminal penalties.
NOTICE TO NEW YORK APPLICANTS: Any person who knowingly and with intent to defraud an insurance company or other person files an application for
insurance or statement of claim containing any materially false information, or conceals, for the purpose of misleading, information concerning any fact
material thereto, commits a fraudulent insurance act, which is a crime and shall also be subject to a civil penalty not to exceed $5,000 and the stated value
of the claim for each such violation.
NOTICE TO OHIO APPLICANTS: Any person who, with intent to defraud or knowing that he/she is facilitating a fraud against an insurer, submits an
application or files a claim containing a false or deceptive statement is guilty of insurance fraud.
NOTICE TO OKLAHOMA APPLICANTS: WARNING: Any person who knowingly, and with intent to injure, defraud or deceive any insurer, makes a any claim
for the proceeds of an insurance policy containing any false, incomplete or misleading information is guilty of a felony.
NOTICE TO PENNSYLVANIA APPLICANTS: Any person who knowingly and with intent to defraud any insurance company, or other person, files an
application for insurance or statement of a claim containing any materially false information or conceals for the purpose of misleading, information
concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects the person to criminal and civil penalties.
NOTICE TO TENNESSEE APPLICANTS: It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the
purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits.
NOTICE TO VIRGINIA APPLICANTS: It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose
of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits.
The Applicant acknowledges that the answers provided herein are based on a reasonable inquiry and/or investigation. The Applicant warrants that the
above statements and particulars together with any attached or appended documents are true and complete and do not misrepresent, misstate or omit
any material facts. The Applicant agrees to notify us of any material changes in the answers to the questions on this questionnaire which may arise
prior to the effective date of any policy issued pursuant to this questionnaire and the Applicant understands that any outstanding quotations may be
modified or withdrawn based upon such changes at our sole discretion. Completion of this form does not bind coverage. Applicant’s acceptance of the
company’s quotation is required prior to binding coverage and policy issuance. All written statements and materials furnished to the company in
conjunction with this application are hereby incorporated by reference into this application and made a part of this application.
Applicant:
Title:
(Must be signed by a Principal, Partner, or Officer of the Firm)
Applicant’s Signature: Date:
Agent/Broker Name:
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signature
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