Compensation Disclosure

Specialty Program Group LLC (“SPG”) takes pride in the services it and its affiliates provide to you, whether in the capacity of an insured, retail agent or broker or other partner, for insurance brokerage and other related services. For our efforts we are compensated in a variety of ways, primarily in the form of commissions and contingency amounts paid by insurance companies and, in some cases, fees paid by clients or third parties. The means by which we are compensated are described below.

Commission Income – Commission, normally calculated as a percentage of the premium paid to the insurer for the specific policy, is paid to us by the insurer or managing general agent for the distribution and servicing of an insurance policy. Our commission is included in the premium paid by the insured. The individuals at SPG who place and service an insurance policy may be paid compensation that varies directly with the commissions we receive.

Contingency Income – We also receive income through contingency arrangements with most insurers or managing general agents. They are called “contingent” because to qualify for payment we normally need to meet certain criteria, usually measured on an annual basis. Contingency arrangements vary, but payment under these agreements is normally the result of growing the business by attracting new customers, helping the insurance company gather and assess underwriting information, achieving certain loss or claims results and/or working to renew the policies of existing insureds. There is generally no meaningful method to determine the exact impact that any particular insurance policy has on contingency arrangements; however, brokers tend to receive higher contingency payments when they grow their business and retain clients through better service. In other words, the amount of earned contingency income depends on the overall size and/or profitability of a group of accounts, as opposed to the placement or profitability of any particular insurance policy. For this reason, the individuals involved in placing or servicing insurance are rarely, if ever, compensated directly for the contingent income that we receive.

Supplemental Commissions – Some insurance companies have recently replaced contingent commissions with supplemental commissions. These commissions, in fixed amounts, are established annually in advance based on historical performance measured by criteria comparable to those by which contingent commissions are calculated. We refer to these commissions as guaranteed supplemental commissions, or “GSCs”.

Fees Paid by Clients – On occasion, with more complex business insurance programs and where additional resources, products or services are appropriate, a fee may be negotiated for placement of insurance coverage or additional services. Fees charged for the placement of insurance will be outlined in a proposal and approved, usually in writing, prior to the insurer binding coverage. On occasion, we may receive both commissions and client-paid fees for placing insurance, which generally will be disclosed in writing to the client in advance. In certain circumstances clients pay us mutually agreed-upon fees for additional services, such as third party administration of employee benefits or workers’ compensation programs.

Wholesale Operations – We own and operate managing general agents and wholesale insurance brokerages in both the U.S. These are intermediaries through which other brokers, typically retail brokers that have a relationship and deal directly with their clients, place coverage. Our own retail brokers may place client policies through SPG-owned wholesale brokers. In such cases, both the SPG retail broker and the SPG wholesale broker will earn commissions, and the client’s premium payment is generally not impacted. Ordinarily managing general agents or wholesale brokers, whether owned by SPG or not, are included in the transaction because they offer products not available through normal insurance brokerage retail channels that are particularly suitable to a client’s needs.

Other Compensation and Benefits – We may receive revenue or further benefits from our insurance brokerage activities in other ways, including, but not limited to, from insurance company promotional events, payments from insurers for promotional marketing and/or employee training and development, fees or a percentage of the interest paid to us for the administration of premium finance contracts, interest paid to us by financial institutions earned on fiduciary or trust accounts in which we hold your premium payments pending remittance to the insurance company, and fees paid to us for policy and/or claims administration and/or loss control services that we provide.

Customer Centric Carriers – We have access to the products and services of hundreds of insurers; however, we believe our ability to provide the best combination of products, service, value and ongoing access to capacity is enhanced by focusing on a manageable number of carrier relationships. These strategic relationships include many of the most respected national and regional insurance companies in the insurance industry (the “Strategic Carriers”). Although we will continue to access our other insurance company relationships where appropriate, we expect that many of our clients’ insurance needs may be met through the Strategic Carriers. The Strategic Carriers may pay us enhanced compensation, which we intend to use in part to invest in initiatives to improve our ability to serve our customers’ and to optimize their insurance buying experience. A portion of any enhanced compensation from our Strategic Carriers may be used to incentivize our employees to prioritize, investigate and access the products and services of our Strategic Carriers for the purpose of consolidating the number of insurance markets with which we deal, while at the same time addressing the needs of our clients. In limited circumstances, our employees may serve on boards or committees of these or other insurers with whom policies are placed.