DTD (IA - CM) (LIFE) (17)

Member Code: ______________________ (the Ceasing Member)____________________ (the Continuing Member)

LLOYD'S DEPOSIT TRUST DEED
(INTERAVAILABLE – CORPORATE MEMBER VERSION)
Long-Term Insurance Business (Life)T H I S D E E D is made theday of

20

BETWEEN(1)(“the Ceasing Member”)(2)(“the Continuing Member”)
and

(3)

THE SOCIETY INCORPORATED BY LLOYD'S ACT 1871 BY THE NAME OF LLOYD'S of One
Lime Street London EC3M 7HA (“the Society”)

WHEREAS:(A)

The Ceasing Member is a corporate underwriting member of the Society and this Deed is madeby the Ceasing Member in consideration of the continuance of its existing membership.

(B)

The Ceasing Member wishes to enter into the interavailability arrangements provided for in thisDeed as regards the long-term insurance business at Lloyd's of both the Ceasing Member andthe Continuing Member.

(C)

The Continuing Member has applied to become or is already a corporate underwriting memberof the Society (and satisfies all the requirements of the Council relating to members wishing toenter into interavailability arrangements of the type provided for in this Deed) and this Deed ismade by the Continuing Member in consideration of the admission to such membership or thecontinuation of its existing membership.

(D)

This Deed is executed in order to comply with the requirements prescribed by the Council of
Lloyd's that underwriting members of the Society should provide security in respect of theirunderwriting business at Lloyd's by way of funds at Lloyd’s (including inter alia a Lloyd's
deposit).

(E)

In order to comply with such requirements the Ceasing Member has caused or will cause there
to be paid or transferred to or under (or otherwise held under) the direct or indirect control of theSociety as trustee of this Deed such monies or other property approved by the Council as areor will be entered in the records maintained by the Society to be held by the Society as such
trustee upon with and subject to the trusts powers and provisions set out herein.

(F)

The Ceasing Member has executed and the Continuing Member has or will shortly execute a
separate Deed or Deeds (in the form for the time being required by the Council) entitled Lloyd's
Premiums Trust Deed declaring trusts upon which the premiums and other monies received byor on behalf of the Ceasing Member or the Continuing Member (as the case may be) inconnection with long-term insurance business are to be held.

(G)

The execution of this Deed by the Ceasing Member and by the Continuing Member has in eachcase been unanimously approved by their respective members (as the Ceasing Member andthe Continuing Member hereby confirm).

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NOW THIS DEED made for the consideration aforesaid WITNESSES and it is hereby AGREED AND
DECLARED as follows:1

Definitions

1.1

In this Deed unless the context otherwise requires:“appropriate regulator” means the Financial Conduct Authority and/or the Prudential Regulation
Authority“the Beneficiaries” means both the Ceasing Member’s Beneficiaries and the Continuing
Member’s Beneficiaries“the Ceasing Member’s Beneficiaries” means all persons to whom the Ceasing Member is or
may at any time before the Termination Date become financially liable by reason of any default
in respect of any of the Ceasing Member’s Lloyd's obligations“the Ceasing Member’s Premiums Trust Deed” means the deed or any of the deeds executedby the Ceasing Member and referred to in recital (F) hereof and includes any further such deed
which may hereafter be executed by the Ceasing Member in addition thereto or in substitution
therefor“the Ceasing Member's Premiums Trustees” means the trustees for the time being of theCeasing Member's Premiums Trust Deed“the Ceasing Member's Premiums Trust Fund” means the fund of premiums and other monies
held from time to time upon the trusts of the Ceasing Member's Premiums Trust Deed“the Continuing Member’s Beneficiaries” means all persons to whom the Continuing Member isor may at any time before the Termination Date become financially liable by reason of any
default in respect of any of the Continuing Member's Lloyd's obligations provided that (having
regard to the restriction on the meaning of “Lloyd’s obligations” when that expression is used inrelation to the Continuing Member) no person shall be a Continuing Member’s Beneficiary as
regards any of the Continuing Member's Lloyd’s obligations which relate to any business at
Lloyd’s of the Continuing Member carried on in respect of any year of account prior to the1[] year of account (if any)“the Continuing Member’s Premiums Trust Deed” means the deed or any of the deeds
executed by the Continuing Member and referred to in recital (F) hereof and includes any
further such deed which may hereafter be executed by the Continuing Member in addition
thereto or in substitution therefor“the Continuing Member's Premiums Trustees” means the trustees for the time being of theContinuing Member's Premiums Trust Deed“the Continuing Member’s Premiums Trust Fund” means the fund of premiums and othermonies held from time to time upon the trusts of the Continuing Member’s Premiums Trust
Deed“the Council” means the Council of Lloyd's and (except in clause 5) references to the Council
shall include its delegates and persons by whom it acts
“the Financial Conduct Authority” means the body corporate known as the Financial Conduct
Authority that is referred to in section 1A of the Financial Services and Markets Act 2000 or any
successor regulatory organisation“funds at Lloyd’s” has the meaning given to it in the Lloyd’s Membership Byelaw (No. 5 of 2005)

1

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“insurance” includes assurance reinsurance and reassurance“Lloyd's obligations” in relation to an underwriting member of the Society means all underwriting
obligations incurred by that member as an underwriting member of the Society at any time
before the Termination Date and includes obligations to the Society and the Trustees andobligations arising under or in accordance with:(i)the byelaws regulations rules directions or other requirements of the Society; and(ii)

any deed contract instrument or other arrangement of any kind approved by the Society

but does not include obligations arising in respect of any letter of credit guarantee or othersecurity given to secure the performance of any of the said underwriting obligations in favour ofthe person giving such letter of credit guarantee or other security and in relation to theContinuing Member does not include any obligations relating to the business at Lloyd’s of the2
Continuing Member carried on in respect of any year of account prior to the [] year ofaccount (if any)
“long-term insurance business” means the business of effecting or carrying out “contracts of longterm insurance” as defined in the Financial Services and Markets Act 2000 (Regulated Activities)
Order 2001
“the managing agent” means (in relation to the Ceasing Member) the person for the time being
acting as the Ceasing Member's managing agent in respect of any part of the Ceasing
Member's underwriting business at Lloyd's or (in relation to the Continuing Member) the person
for the time being acting as the Continuing Member’s managing agent in respect of any part of
the Continuing Member’s underwriting business at Lloyd's (and in each such case any
successor in whole or in part of such agent including any substitute agent)“the members’ agent” means (in relation to the Ceasing Member) any members’ agent of theCeasing Member at Lloyd’s appointed by the Ceasing Member or (in relation to the Continuing
Member) any members’ agent of the Continuing Member at Lloyd’s appointed by the Continuing
Member (and in each such case any successor in whole or in part of such agent including any
substitute agent)“the Prudential Regulation Authority” means the body corporate known as the Prudential
Regulation Authority that is referred to in section 2A of the Financial Services and Markets Act
2000 or any successor regulatory organisation“Related Person” means any person, firm or company which is in any way associated orconnected with any of the Trustees or (in the case of a corporate trustee) with any of their officers
or employees“requirements of the Council” means any requirement imposed by any byelaw or regulation
made under Lloyd's Acts 1871 to 1982 or under the authority given by any premiums trust deed,
any code of practice, underwriting guideline, condition or requirement made or imposed or
direction given under any such byelaw, regulation or authority and any direction given under
section 6 of Lloyd's Act 1982, any requirement imposed by or under any agreement, deed orother instrument between the Society or the Council and any member, underwriting agent, or any
trustee of any premiums trust deed, or by or under any undertaking in favour of the Society or theCouncil given by any member, any underwriting agent or any trustee of any premiums trust deed
and any other direction or requirement given or made by the Council under Lloyd's Acts 1871 to
1982“securities” include shares in any body corporate (wherever incorporated) or in any
unincorporated body constituted under the law of a country or territory outside the United
Kingdom, debentures, debenture stock, loan stock, bonds, certificates of deposit, other
instruments creating or acknowledging indebtedness, warrants and other instruments entitling
their holders to subscribe for securities (whether or not in existence or identifiable), certificates2

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and other instruments conferring rights in respect of securities held by persons other than the
persons on whom the rights are conferred and the transfer of which may be effected without theconsent of those persons, units in a collective investment scheme, options, futures and rights
under contracts for differences, swaps or similar contracts, including those securities to which
title is evidenced otherwise than by an instrument in writing“Special Reserve Funds” means any funds so designated and set up in accordance witharrangements referred to in section 175 of and Schedule 20 to the Finance Act 1993
“the Termination Date” means the date on which shall expire the period of seventy-nine years
stfrom 1 January 1993
“the Trustees” means the Society and the other trustees for the time being of the trusts hereby
created“the Trust Fund” means the monies or other property referred to in recital (E) hereof, therespective covenants by the Ceasing Member and the Continuing Member contained in clauses
3.1 and 4.1 hereof and the full benefit of each of them all further property added or accruing by
way of further settlement, capital accretion, accumulation of income or otherwise and the property
from time to time representing the same (including for the avoidance of doubt any substituted
property acquired in exercise of the power conferred by clause 8.4 below);
1.2

Reference to any Lloyd’s byelaw or to any legislation (whether primary or subordinate) or to any
provision of either of them shall include reference to that byelaw or legislation as from time to timeamended consolidated or re-enacted.

2

Declaration of Trust
In consideration of the continuance of the existing membership of the Ceasing Member and theadmission to membership or continuance of the existing membership of the Continuing Member
as underwriting members of the Society the Ceasing Member and the Continuing Member with
the intention of establishing a binding trust for the benefit of the Beneficiaries (and acting ineach case with the consent and approval of their respective members as they hereby
respectively confirm) hereby irrevocably declare and direct that the Trust Fund shall henceforth
be held by the Trustees upon and with and subject to the trusts powers and provisions set out
herein.

3

The Ceasing Member's Covenant

3.1

In consideration of the continuance of the Ceasing Member's existing membership as anunderwriting member of the Society the Ceasing Member hereby covenants with the Trusteesthat whenever any sum is paid to the Ceasing Member's Premiums Trustees or is otherwise
applied under clause 7.2 hereof:
3.1.1

in discharging or making good any default in respect of any Lloyd's obligations of theCeasing Member; or

3.1.2

because insufficient assets are available in the Ceasing Member's Premiums TrustFund; or

3.1.3

because the Ceasing Member has sustained an ascertained loss on a closed
underwriting account; or

3.1.4

because a person has applied monies not belonging to the Ceasing Member in or
towards the discharge of any claim upon any contract of insurance underwritten at
Lloyd's by or on account of the Ceasing Member

the Ceasing Member will thereafter (if so required by the Society) procure that before any
further payment is made to the Ceasing Member out of the future profits of the Ceasing
Member's underwriting business at Lloyd's in respect of long-term insurance business there
shall be paid to the Trustees out of such profits sums equal in the aggregate to the sum so paid
or applied to be held by the Trustees as an accretion to the Trust Fund;
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3.2

By way of security for the performance of the foregoing covenant contained in clause 3.1 above
the Ceasing Member hereby charges the future profits of the Ceasing Member's said businesswith payment of all sums from time to time payable to the Trustees thereunder (subject to any
prior charge contained in the Ceasing Member's Premiums Trust Deed or in any other Trust
Deed or other instrument of the Ceasing Member at Lloyd's) and for that purpose and to that
extent the Ceasing Member hereby assigns the said profits to the Trustees to hold upon thetrusts hereof.

4

Continuing Member's Covenant

4.1

In consideration of the admission to membership or the continuance of the Continuing
Member’s existing membership as an underwriting member of the Society the Continuing
Member hereby covenants with the Trustees that whenever any sum is paid to the Continuing
Member’s Premiums Trustees or is otherwise applied under clause 7.2 hereof:
4.1.1

in discharging or making good any default in respect of any Lloyd's obligations of theContinuing Member; or

4.1.2

because insufficient assets are available in the Continuing Member's Premiums TrustFund; or

4.1.3

because the Continuing Member has sustained an ascertained loss on a closed
3
underwriting account in respect of the [] year of account or any later year ofaccount; or

4.1.4

because a person has applied monies not belonging to the Continuing Member in or
towards the discharge of any claim upon any contract of insurance underwritten at
Lloyd's by or on account of the Continuing Member

the Continuing Member will thereafter (if so required by the Society) procure that before any
further payment is made to the Continuing Member out of the future profits of the Continuing
Member’s underwriting business at Lloyd's in respect of long-term insurance business there
shall be paid to the Trustees out of such profits sums equal in the aggregate to the sum so paid
or applied to be held by the Trustees as an accretion to the Trust Fund;
4.2

By way of security for the performance of the foregoing covenant contained in clause 4.1 above
the Continuing Member hereby charges the future profits of the Continuing Member’s saidbusiness with payment of all sums from time to time payable to the Trustees thereunder(subject to any prior charge contained in the Continuing Member’s Premiums Trust Deed or any
other Trust Deed or other instrument of the Continuing Member at Lloyd's) and for that purpose
and to that extent the Continuing Member hereby assigns the said profits to the Trustees tohold upon the trusts hereof.

5Power of the Society to Vary
The Society (acting by the Council) may from time to time before the Termination Date (after
providing to the appropriate regulator full details of the proposed amendments in accordance with
its requirements) vary or amend all or any of the provisions hereof in such manner as the Society
thinks fit and on so acting the Society shall notify the Ceasing Member and the Continuing
Member (either directly or by notice to the relevant members’ agent) and their respective
members’ agents and managing agents accordingly.

6Powers of Appointment, Transfer and Determination
Subject to any prior exercise of the power in clause 5 above, the Trustees shall hold the TrustFund and its income:

6.1

3

upon such trusts for the benefit of the Ceasing Member, the Beneficiaries or any one or more ofthem exclusive of the others in such shares and subject to such terms and limitations and with

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such discretionary trusts and powers exercisable by such persons as the Society shall fromtime to time (for the purpose of promoting the effective securing of the Lloyd's obligations of theContinuing Member or the Lloyd's obligations of the Ceasing Member or the beneficial andconvenient execution and administration of the trusts hereof) by instrument or instruments inwriting revocable or irrevocable executed before the Termination Date but without infringing therule against perpetuities appoint (and so that without prejudice to the generality of the foregoing
the Society may if it thinks fit exercise this power either revocably or irrevocably so as to ensurethat the Trust Fund or any part of it is for the time being held upon trusts exclusively or primarily
for the benefit of the Ceasing Member's Beneficiaries or the Continuing Member’s Beneficiaries
or some of them in order that the same may count as eligible assets for the purposes of thesolvency of the Ceasing Member or the Continuing Member at Lloyd's);
6.2

upon trust if the Society shall at any time or times before the Termination Date by instrument inwriting (with the consent in writing of the Ceasing Member or its members’ agent) so direct to
pay or transfer or otherwise vest the whole or any part or parts of the Trust Fund to or in or
under the direct or indirect control of the trustees of any other Lloyd's Deposit Trust Deed
relating to long-term insurance business or Lloyd's Security and Trust Deed relating to longterm insurance business (whether made in respect of the underwriting business at Lloyd’s of
the Ceasing Member or the Continuing Member or any other underwriting member or membersof the Society) upon and with and subject to the trusts powers and provisions declared andcontained in that other Trust Deed and as an addition to the trust property subject thereto (freed
and discharged from all the trusts powers and provisions of this Deed) provided always that nosuch direction shall be made by the Society:6.2.1

so as to infringe the rules against perpetuities (and it is hereby declared that in directing
any such addition the Society may if it thinks fit modify as regards such addition and its
income the trusts powers and provisions declared and contained in that other Trust
Deed so as to ensure beyond any doubt that such rules are not infringed); and6.2.2

unless the Society is satisfied at the time of making such direction (and expresses itself
to be so satisfied in the instrument in writing containing the same) that the payment ortransfer in question will not materially be to the disadvantage of any of the
Beneficiaries;

6.3

upon trust if the Society shall at any time or times before the Termination Date by instrument inwriting declare that the trusts and powers hereby created are revoked and determined in
respect of the Trust Fund or any part of it to pay and transfer the same to the Ceasing Member
absolutely.

7

Trusts and Powers
In default of and subject to any such appointment direction or declaration the Trustees shall(subject as aforesaid) hold the Trust Fund and its income upon the following trusts:

7.1

7.2

until the Termination Date the income of the Trust Fund shall be held upon and subject to thefollowing trusts and powers:
7.1.1

subject as hereinafter provided upon trust for the Ceasing Member absolutely;

7.1.2

if and whenever the Trustees determine that an event has occurred which brings into
operation any of the trusts or powers contained in clause 7.2 below then (subject tothose trusts and powers) upon trust to accumulate the subsequent income as anaddition to the capital of the Trust Fund;

7.1.3

whenever income is subject to accumulation as aforesaid the Trustees may at theirdiscretion (exercisable in accordance with the requirements of the Council) by written
instrument declare that the accumulation shall cease whereupon the subsequent
income shall be subject to all the provisions of this clause 7.1;

until the Termination Date the Trust Fund and its income shall be held upon and subject to thefollowing trusts or powers:
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7.2.1

if and whenever the Ceasing Member shall make default in respect of any of theCeasing Member's Lloyd's obligations in respect of long-term insurance business or theContinuing Member shall make default in respect of any of the Continuing Member's
Lloyd's obligations in respect of long-term insurance business the Trustees may apply
the Trust Fund or its income or any part thereof in discharging or making good suchdefault in such manner and to such extent as the Trustees think fit (whether by
payment direct to the Beneficiary affected reinsurance purchase of claims or returns ofpremiums or otherwise);

7.2.2

if and whenever it shall be established to the satisfaction of the Trustees that either:
7.2.2.1

insufficient assets are available in the Ceasing Member's Premiums TrustFund to meet the Ceasing Member's Lloyd's obligations in respect of longterm insurance business; or

7.2.2.2

the Ceasing Member has sustained on a closed underwriting account anascertained loss in respect of long-term insurance business which has notbeen funded

the Trustees may pay or apply the Trust Fund or its income or any part thereof in any
manner (not offending the rules against perpetuities) directed by the Ceasing Member's
Premiums Trust Deed for the payment or application of the Ceasing Member's
Premiums Trust Fund or may pay the same to the Ceasing Member's Premiums
Trustees as an accretion to the Ceasing Member's Premiums Trust Fund;7.2.3

if and whenever it shall be established to the satisfaction of the Trustees that either:7.2.3.1

insufficient assets are available in the Continuing Member's Premiums TrustFund to meet the Continuing Member's Lloyd's obligations in respect of longterm insurance business; or

7.2.3.2

the Continuing Member has sustained on a closed underwriting account in
4
respect of the [] year of account or any later year of account anascertained loss in respect of long-term insurance business which has notbeen funded

the Trustees may pay or apply the Trust Fund or its income or any part thereof in any
manner (not offending the rules against perpetuities) directed by the Continuing
Member’s Premiums Trust Deed for the payment or application of the Continuing
Member's Premiums Trust Fund or may pay the same to the Continuing Member's
Premiums Trustees as an accretion to the Continuing Member's Premiums Trust Fund;
7.2.4

4

if and whenever it shall be established to the satisfaction of the Trustees that any
person (including the Society) has at any time (with or without the knowledge andconsent of the Ceasing Member or the Continuing Member as the case may be) ingood faith applied monies:
7.2.4.1

in or towards the discharge of any claim accepted by the managing agent
upon any contract of insurance in respect of long-term insurance businessunderwritten at Lloyd's by or on account of the Ceasing Member in relation to
any person who is or would in the event of a default be a Ceasing Member’s
Beneficiary and such monies did not belong to the Ceasing Member; or

7.2.4.2

in or towards the discharge of any claim accepted by the managing agent
upon any contract of insurance in respect of long-term insurance businessunderwritten at Lloyd's by or on account of the Continuing Member in relation
to any person who is or would in the event of a default be a Continuing
Member’s Beneficiary and such monies did not belong to the Continuing
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the Trustees may act under clause 7.2.1 above as if the Ceasing Member or theContinuing Member (as the case may be) was in default in respect of such claim and as
if the person applying such monies was the Beneficiary affected;
7.3

in exercising their discretion under clause 7.2.3 above the Trustees shall have regard to the factthat such discretion is intended primarily (although not exclusively) to benefit persons who are(or who in the event of a default would be) the Continuing Member's Beneficiaries;

7.4

if before the Termination Date both the Ceasing Member and the Continuing Member shallcease (for any reason whatsoever) to be persons obliged under the requirements of the Council
to maintain funds at Lloyd's in respect of long-term insurance business and it shall beestablished to the satisfaction of the Trustees that all the Ceasing Member's Lloyd's obligations
in respect of long-term insurance business and all the Continuing Member's Lloyd's obligations
in respect of long-term insurance business have been discharged or otherwise provided for the
Trustees shall thenceforth hold the Trust Fund and its income upon trust for the Ceasing
Member absolutely;

7.5

subject as aforesaid if immediately prior to the Termination Date it shall not have been
established to the satisfaction of the Trustees that all the Ceasing Member's Lloyd's obligations
in respect of long-term insurance business have been discharged or otherwise provided for the
Trustees shall at the Termination Date pay and transfer the Trust Fund and its income to theCeasing Member's Premiums Trustees as an accretion to the Ceasing Member's Premiums
Trust Fund and to be held by them upon the trusts of the Ceasing Member's Premiums Trust
Deed;

7.6

subject as aforesaid if immediately prior to the Termination Date it shall be established to thesatisfaction of the Trustees that all the Ceasing Member’s Lloyd’s obligations in respect of longterm insurance business have been discharged or otherwise provided for but it shall not havebeen established to the satisfaction of the Trustees that all the Continuing Member’s Lloyd’s
obligations in respect of long-term insurance business have been discharged or otherwise
provided for the Trustees shall at the Termination Date pay and transfer the Trust Fund and its
income to the Continuing Member’s Premiums Trustees as an accretion to the Continuing
Member’s Premiums Trust Fund and to be held by them upon the trusts of the Continuing
Member’s Premiums Trust Deed;

7.7

subject as aforesaid the Trust Fund and its income shall be held upon trust for the Ceasing
Member absolutely.

8

Release, Advancement and Substitution
Notwithstanding anything hereinbefore contained:

8.1

each of the Society and the Trustees may at any time or times before the Termination Date by
instrument in writing release wholly or in part all or any of the discretionary trusts or powers
hereby conferred on that person in respect of the whole or any part of the income or capital of
the Trust Fund;

8.2

the Trustees may at any time or times before the Termination Date:
8.2.1

by instrument in writing release wholly or in part all or any of the Ceasing Member’soutstanding obligations under clause 3 hereof; or

8.2.2

by instrument in writing release wholly or in part all or any of the Continuing Member’soutstanding obligations under clause 4 hereof;

8.3

the Society shall have power at any time or times before the Termination Date by instrument inwriting to pay transfer or apply to or for the benefit of the Ceasing Member or the Continuing
Member (or both of them) the whole or any part of the capital of the Trust Fund then remaining
held upon the trusts of this Deed provided that no such exercise of this power shall materially
prejudice any of the Beneficiaries;

8.4

the Trustees shall have power at any time or times before the Termination Date by instrument
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in writing to agree with the Ceasing Member and the Continuing Member (or such of them as
are then still in existence) to accept as an asset of the Trust Fund any covenant guarantee
letter of credit security or other property acceptable to the Society (“the New Property”) insubstitution for (and in place of) all or any part of the property then comprised in the Trust Fund(“the Old Property”) which at the time of the substitution has (in the Trustees’ opinion) a value
equal to or lower than the value of the New Property and upon any substitution taking place the
Old Property shall thenceforth be held upon trust for the Ceasing Member absolutely freed anddischarged from all the other trusts powers and provisions of this Deed and the New Property
shall thenceforth be held as an asset of the Trust Fund.
9Powers of Investment

9.1

Subject to the requirements of the Council:
9.1.1

monies to be invested hereunder may be applied or invested in the purchase of any
form of property (whether legal or equitable and anywhere in the world) for the time
being authorised by the Council for the investment of Lloyd's deposits (whether
producing income or not and whether properly described as investments or not andwhether or not within the range of investments authorised by law for the investment oftrust funds);

9.1.2

the Trustees shall have the power to dispose of property and retain money uninvested,
but the Trustees shall not be under any obligation to diversify property comprised in the
Trust Fund;

9.1.3

securities comprised in the Trust Fund or any part thereof may be deposited with or lent(with or without security) to any body corporate (not being a corporate member of theSociety) or building society or bank or discount house or local or governmental authority
other than any of the following:

9.1.4

9.1.3.1

the Ceasing Member;

9.1.3.2

any person which is an associate of the Ceasing Member for the purposes ofSection 435 of the Insolvency Act 1986;

9.1.3.3

the Continuing Member;

9.1.3.4

any person which is an associate of the Continuing Member for the purposesof section 435 of the Insolvency Act 1986;

any part of the Trust Fund may be pooled with any other part thereof held on different
trusts or with other property held in the names or under the control of the Trustees or of
the Trustees jointly with other trustees upon the trusts of any other Lloyd's deposits orof Special Reserve Funds or Premiums Trust Funds (including without limitation the
Ceasing Member's Premiums Trust Fund and the Continuing Member's Premiums
Trust Fund) in each case relating to long-term insurance business and may accordingly
be deposited or otherwise applied together with such other sums and without any
obligation to keep them separate;

9.2

For the avoidance of doubt neither the general power of investment conferred by Part II of theTrustee Act 2000 nor the statutory power to acquire freehold and leasehold land conferred by Part
III of that Act is to apply to the trusts of this Deed (such statutory powers being hereby excluded
for all purposes whatsoever).

10

Other Powers

10.1

In the administration of the trusts hereof the Trustees shall have the following powers (inaddition to those conferred on them by law so far as not expressly excluded by this Deed):
10.1.1 power to cause or permit the Trust Fund or any part of it to be held in the name orunder the direct or indirect control of any nominee or custodian approved for the
purpose by the Council (whether or not one of the Trustees and whether resident within
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or outside the United Kingdom) and to pay the remuneration and expenses of suchnominee or custodian out of the capital or income of the Trust Fund or any part or parts
thereof;10.1.2 power to participate (whether directly or indirectly through one or more nominees orcustodians) in any system for the recording holding or transferring of securities or any
choses in action otherwise than by instrument in writing and which is established or
regulated in any part of the world and including power (when participating indirectly) toallow a nominee or custodian for the purpose of such participation to mix property
comprised in the Trust Fund or any part thereof with other property held by that
nominee or custodian for that purpose;
10.1.3 power to exercise the voting powers conferred on them as the holders of any securities
from time to time comprised in the Trust Fund or any part thereof and to concur in andmake any arrangements in connection with any reconstruction amalgamation or
winding up of any company whose securities are so comprised as if the Trustees wereabsolute owners beneficially entitled;
10.1.4 power to appropriate any property from time to time forming part of the Trust Fund in its
actual state of investment to or towards any share or interest in the Trust Fund or any
part thereof upon making such valuations as the Trustees think fit and without obtaining
the consent of any person;
10.1.5 power at any time or times by revocable instrument in writing to delegate to any person(including the Ceasing Member) for any period and in any manner and upon any terms(including power for the delegate to sub-delegate) the exercise of any of theadministrative powers or discretions hereby conferred on them (including powers ofinvestment) without being liable for the acts or defaults of any such delegate or
sub-delegate or for any loss to the Trust Fund or any part thereof resulting therefrom
and power at any time by instrument in writing to revoke any such delegation;
10.1.6 power to contract in writing to employ and remunerate on such terms as the Trustees
shall see fit any nominee, agent or adviser anywhere in the world;
10.1.7 power to raise and pay out of the Trust Fund or any part thereof (without prejudice totheir lien thereon) any taxes charges expenses or other outgoings for which they may
be accountable or liable as Trustees hereof or otherwise incurred by the Society or the
Trustees (in whatever capacity) in connection with these presents or the Ceasing
Member's or the Continuing Member's membership of the Society or anything done inconnection therewith (and in this clause 10.1.7 “taxes” includes any liability of theTrustees or the Society to pay to any person whether by way of indemnity or otherwise
any amount for or on account of taxes however the rights of that person against theTrustees or the Society may arise);
10.2

For the avoidance of doubt it is hereby declared that none of the powers or duties conferred or
imposed by Part IV of the Trustee Act 2000 shall apply to the trusts of this Deed (such statutory
powers and duties being hereby excluded for all purposes whatsoever).

11

Delegation of Investment Power

11.1

In pursuance of the Trustees’ power of delegation the Trustees’ powers to make arrangements forthe investment and sale of any part of the Trust Fund (other than the power at clause 9.1.3
above) are hereby delegated to the Ceasing Member subject to the following provisions of thisclause;

11.2

The Ceasing Member is authorised to exercise such powers and arrange such dealings only inthe name and on behalf of the Trustees and only in accordance with the power of investment
herein contained and subject to any requirements of the Council for the time being affecting theamount or composition of the funds at Lloyd’s or Lloyd’s deposit required of the Ceasing Member
and the Continuing Member in connection with their respective underwriting business at Lloyd’s;

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This delegation is without prejudice to the powers of the Trustees to sell any part of the TrustFund and to invest any moneys requiring investment and to vary investments from time to time;

11.4

The Ceasing Member may, at any time or times, by instrument in writing in the form from time totime prescribed for this purpose by the Society request the Trustees:
11.4.1 to delegate all or any of the powers delegated to the Ceasing Member as aforesaid to;
and/or
11.4.2 to exercise the Trustees’ power under clause 10.1.6 above to appoint as an investment
adviserany person who is an authorised or exempt person within the meaning of the Financial Services
and Markets Act 2000 or any person who is a member of the same group as the Ceasing
Member (as determined in accordance with article 69(5) of the Financial Services and Markets
Act 2000 (Regulated Activities Order) 2001 for any period and in any manner and upon any
written terms consistent with the terms of the aforesaid delegation to the Ceasing Member;

11.5

The Trustees may at any time by instrument in writing revoke any delegation or appointment
effected under clause 11.1 above or under clause 11.4 above.

12

Accounts and Apportionment

12.1

Nothing herein contained shall entitle any Beneficiary to receive any account of the Trust Fundor any part thereof or its income unless the Trustees have decided to pay or apply some part
thereof for his benefit and have notified him of such decision in writing;

12.2

All income of the Trust Fund shall be deemed to accrue wholly on the date of receipt and shallnot be apportionable in respect of time.

13

Appointment and Removal of Trustees

13.1

The statutory power of appointing new or additional Trustees shall apply to the trusts hereby
created and shall at all times be vested in the Society;

13.2

The Society may at any time by instrument in writing remove any Trustee (but shall not remove
a sole Trustee without appointing at least one other in his place);

13.3

A corporation may be appointed as Trustee (including as sole Trustee) or custodian trustee
whether or not it is within the statutory definition of trust corporation.

14

Trustee Remuneration

14.1

The Society shall be entitled to remuneration for acting as a trustee in accordance with terms andconditions prescribed by the requirements of the Council;

14.2

Any other Trustee shall be entitled to remuneration for its services in accordance with its normal
published terms from time to time (if a trust corporation) or in accordance with all usual
professional or proper charges for business transacted time expended and acts done by him or
any partner or employee of his in connection with the trusts hereof (if an individual or corporate
trustee engaged in any profession or business) including acts which a trustee not being in any
profession or business could have done personally;

14.3

Any Trustee may retain for its own benefit any fee commission or share of commission to which it
may become entitled by reason of any deposit loan or other investment or application of the TrustFund or any part of it made in the Trustee’s name;

14.4

Any individual Trustee may act as an officer or employee of any company whose securities arecomprised in the Trust Fund or of any subsidiary of any such company and may retain for himself
any remuneration which he may receive as such officer or employee notwithstanding that any
votes or other rights attached to any such securities may have been instrumental either alone orin conjunction with other matters or by reason of their non-exercise in procuring or continuing forhim his position as such officer or employee or that his qualification for any such position may be
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constituted wholly or partly by the holding of such securities;
15

Protection of Trustees/Society

15.1

In the professed execution of the trusts and powers hereof neither the Trustees nor the Society
nor the Council nor any committee sub-committee or body of persons nor any other agent
employee or person through or by which or whom any Trustee or the Society or the Council may
act shall be liable for any loss to the Trust Fund or its income arising by reason of any improper
investment made in good faith or the negligence or fraud of any delegate or agent or sub-delegate
appointed or employed by a Trustee (although such appointment or employment was not strictly
necessary or expedient) or by reason of any mistakes or omissions made in good faith by any
person or by reason of any other matter or thing except willful and individual wrongdoing on thepart of the person who is sought to be made so liable;

15.2

The Trustees shall have the power:
15.2.1 to effect a transaction with the Society or with the trustees of another trust even though
one or more persons are common to the sets of persons involved in the transaction or
are Related Persons and even if all the same persons constitute the set of persons;15.2.2 to sell an asset to one of their number or to the Society or to a Related Person so longas they act on the positive advice of a competent professional adviser;
15.2.3 in circumstances not envisaged by the preceding sub-clauses, to exercise or join in
exercising any power vested in them (whether the power is characterised as dispositiveor administrative or otherwise) notwithstanding that all or any of them or any Related
Person has a direct or other personal interest in the mode or result of exercising thepower.

16

Declaration
The Ceasing Member and the Continuing Member each hereby agree and declare that byentering into the relationship set out in this Deed they have no intention of creating apartnership between themselves and this Deed shall be interpreted and construed accordingly.

17

English Law

17.1This Deed shall be read and construed and take effect in all respects in accordance withEnglish law;

17.2

The parties hereto irrevocably and unconditionally submit for all purposes of and in connection
with this Deed to the exclusive jurisdiction of the English Courts.

18

Headings
The headings herein contained are for reference only and shall not control the meaning or
effect of this Deed.

Executed as a Deed by the parties on the date set out at the head of this Deposit Trust Deed
(Interavailable – Corporate Member version)

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The COMMON SEAL of LLOYD’S
was hereunto affixed in the presence of))Authorised Signatory

The Ceasing
MemberEXECUTED as a DEED by the CEASING
MEMBER acting by two directors/
a director and the Secretary)))

Director

Director/SecretaryOr

EXECUTED as a DEED by the CEASING
MEMBER acting by a director
in the presence of)))Signature of witness:

Name:

Address:

Occupation:

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The Continuing
MemberEXECUTED as a DEED by the
CONTINUING MEMBER acting by
two directors/a director and the Secretary)))

Director

Director/SecretaryOr

EXECUTED as a DEED by the
CONTINUING MEMBER acting by
a director in the presence of:)))

Signature of witness:

Name:

Address:

Occupation:

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