Exhibit 10.1


 


	
  DTD
  (CM) (TP) G 93

  	
   

  	
  Member
  Code: 055407B

  



 


LLOYD’S DEPOSIT TRUST
DEED


 


(Third Party Deposit)


 


THIS
DEED is made the 30th day of March Two Thousand and Ten


 


BETWEEN Montpelier
Capital Limited                                               whose
registered office is at 7th Floor, 85 Gracechurch Street, London, EC3V CAA


 


and
whose registered number is 6198350


 


(hereinafter
called “the Corporate Member”) of the first part and Montpelier Reinsurance
Ltd, of Montpelier House, 94 Pitts Bay Road, Pembroke, HM08, Bermuda
[Registered No. B1261]


 


(“hereinafter called the
Depositor”) of the second part
and the Society incorporated by Lloyd’s Act 1871 by the name of LLOYD’S
(hereinafter Called the Society”) of the
third part


 


WHEREAS:


 


(A)                              The
Corporate Member has applied to become or already is a corporate underwriting
member of the Society and this Deed is made in consideration of the Corporate
Member’s admission to such membership or of the continuance of its existing
membership.


 


(B)                                In
order to comply with the requirement of the Society that underwriting members
should provide security in respect of their underwriting business at Lloyd’s by
way of inter alia Lloyd’s deposit the Depositor has at the request of the
Corporate Member paid or transferred to or under the direct or indirect control
of the Society such moneys or other property approved by the Council of Lloyd’s
as are entered in the records maintained by
the Society to be held by the Society as trustee upon and with and
subject to the trusts powers and provisions set out herein.


 


(C)                                The
Corporate Member has executed at the same time as this Deed or will shortly
execute a deed or deeds (in a form approved by the Secretary of State under the
Insurance Companies Act 1982) entitled Lloyd’s Premiums Trust Deed declaring
trusts upon which the premiums and other moneys received by or on behalf of the
Corporate Member in connection with insurance business other than long term
insurance business are to be held.


 


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


 


1.               Definitions


 


In this Deed unless the context otherwise
requires:


 


“the Beneficiaries” means all persons to
whom the Corporate 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 Corporate
Member’s Lloyd’s obligations and the singular has a corresponding meaning


 


“the Committee” means the Committee of
Lloyd’s


 


“the Council” means the Council of Lloyd’s
or (in relation to any duty responsibility right power or discretion which is
hereby imposed or conferred upon the Council but which has for the time being
been delegated by the Council to the Committee pursuant to section 6(6)(a) of
Lloyd’s Act 1982) the Committee


 


“insurance” includes assurance reinsurance
and reassurance


 


“Lloyd’s obligations” in relation to the
Corporate Member means all underwriting obligations incurred by the Corporate Member as an
underwriting member of the Society at any time before the Termination Date and
includes obligations to the Society and the Trustees and obligations arising
under:


 


(a)                                  the
byelaws regulations rules directions or other requirements of the Society
and


 


(b)                                 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 other security given to secure 


 

















 


the performance of any of the said
underwriting obligations in favour of the person giving such guarantee or other
security


 


‘the managing agent” means the person for
the time being acting as the Corporate Member’s managing agent in respect of
certain of the Corporate Member’s underwriting business at Lloyd’s


 


“the Premiums Trust Deed” means the deed
or deeds referred to in recital (C) hereof and includes any further such
deed which may hereafter be executed by the Corporate Member in addition
thereto or substitution therefor


 


“the Premiums Trustees” means the trustees
for the time being of the Premiums Trust Deed


 


“the Premiums Trust Fund” means the fund
of premiums and other moneys held from time to time by or under the control of
the Premiums Trustees upon the trusts of the Premiums Trust Deed


 


“property” includes
securities and all choses in action whether the system by which they are recorded held and transferred is
based on written documents or on computer records or on some combination of the
two


 


“requirements of the
Council” means any requirement imposed by any byelaw or regulation made under
Lloyd’s Acts 1871 to 1982, any condition or requirement imposed or direction
given under any such byelaw or regulation, any direction given under section 6
of Lloyd’s Act 1982, any requirement imposed by or under any undertaking given
to the Society or to the Council by the Corporate Member of the Covenantor and
any other requirement imposed or direction given by the Council under Lloyd’s
Acts 1871 to 1982


 


“securities” includes
shares stock and debentures of all descriptions whether the system by which
they are recorded held and transferred is based on written documents or on
computer records or on some combination of the two


 


“Special
Reserve Funds” means funds set up in accordance with arrangements referred to
in sections 452 to 456 of the Income and Corporation Taxes Act 1988 or section
175 of, and Schedule 20 to, the Finance Act 1993 (or in each case any amendment
or re-enactment thereof) and the singular has a corresponding meaning


 


“the
Termination Date” means the 80th anniversary of the date of this Deed (so that
perpetuity period applicable hereto shall be 80 years)


 


“the
Trustees” means the Society and the other trustees for the time being of the
trusts hereby created and the singular has a corresponding meaning


 


“the
Trust Fund” means the moneys or other property referred to in recital (B) hereof
and all moneys and other property hereafter at any time paid or transferred to
or under the direct or indirect control of the Trustees upon the trusts hereof
and all accumulations of income and the investments and other property
hereafter for the time being representing the same.


 


2.               Declaration and Covenant


 


(a)                                  In
consideration of the Corporate Member’s admission as an underwriting member of
the Society (or of the continuance of such membership) the Corporate Member and
the Depositor with the intention of establishing a binding trust for the
benefit of the Beneficiaries 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;


 


(b)                                 For
the said consideration the Corporate Member hereby:


 


(i)                                     covenants
with the Trustees that whenever any sum is paid to the Premiums Trustees or
otherwise applied under clause 5(b) hereof the Corporate Member will
thereafter (if so required by the Society) procure that before any further
payment is made to the Corporate Member out of the future profits of the
Corporate Member’s underwriting business at Lloyd’s 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; and


 


(ii)                                  by
way of security of the performance of the foregoing covenant charges the future
profits of the said business with payment of all sums from time to time payable
to the Trustees thereunder (subject to any prior charge contained in the
Premiums Trust Deed) and for that purpose and to that extent assigns the said
profits to the Trustees to hold upon the trusts hereof.


 


3.               Trust to Sell or Retain


 


The
Trustees shall hold the Trust Fund upon trust that they may either allow the
same or any part of it to remain as actually invested so long as they think fit
or may at their discretion sell call in or convert into money the same or any
part of it and shall invest the moneys produced thereby and any other capital
moneys held upon the trusts hereof in any investments hereby authorised with
power to vary or transpose any investments for others hereby authorised.


 

















 


4.               Powers of Appointment and
Determination


 


The Trustees shall stand possessed of the Trust Fund and the
income thereof:


 


(a)                                 upon
such trusts for the benefit of the Beneficiaries or any one or more of them
exclusive of the others in such shares and subject to such terms and
limitations and with such discretionary trusts and powers exercisable by such
persons as the Society shall from time to time (for the purpose of promoting
the effective securing of the Corporate Member’s Lloyd’s obligations or the
beneficial and convenient execution and administration of the trusts hereof) by
deed or deeds revocable or irrevocable executed before the Termination Date but
without infringing the rule against perpetuities appoint;


 


(b)                                upon
trust if the Society shall at any time or times before the Termination Date by
deed declare that the trusts hereby created are determined in respect of the
Trust Fund or any part of it to pay and transfer the same to the Depositor
absolutely.


 


5.               Trusts


 


In
default of and subject to any such appointment or declaration the Trustees
shall hold the Trust Fund and its income upon the following trusts:


 


(a)                                  Until
the Termination Date the income of the Trust Fund shall be held upon and
subject to the following trusts and powers:


 


(i)                                     subject
as hereinafter provided upon trust for the Depositor absolutely;


 


(ii)                                  if
and whenever the Trustees determine that an event has occurred which brings
into operation any of the trusts or powers contained in clause 5(b) hereof
then subject to those trusts and powers upon trust to accumulate the subsequent
income and add it to the capital of the Trust Fund;


 


(iii)                               whenever the income is subject to
accumulation as aforesaid the Trustees may at their discretion (exercisable in
accordance with the requirements of the Council) by written instrument declare
that accumulation shall cease whereupon the subsequent income shall be subject
to all the provisions of this clause 5(a);


 


(b)                                 Until
the Termination Date the Trust Fund and its income shall be held upon and
subject to the following trusts or powers:


 


(i)                                     if
and whenever the Corporate Member shall make default in respect of any of the
Corporate Member’s Lloyd’s obligations the Trustees may apply the Trust Fund or
its income or any part thereof in discharging or making good such default 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 of
premiums or otherwise);


 


(ii)                                  if
and whenever it appears to the Trustees from a certificate or report of auditors
approved by the Council that either


 


(aa)                            insufficient
assets are available in the Premiums Trust Fund to meet the Corporate Member’s
Lloyd’s obligations; or


 


(bb)                          the
Corporate Member has sustained on a closed underwriting account an ascertained
loss which has not been funded


 


the
Trustees may pay or apply the Trust Fund or its income or any part thereof in any
manner directed by the Premiums Trust Deed for the payment or application of
the Premiums Trust Fund or may pay the same to the Premiums Trustees as an
accretion to the Premiums Trust Fund;


 


(iii)                               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 and consent of the Corporate Member) in good faith applied moneys not
belonging to the Corporate Member in or towards the discharge of any claim
accepted by the managing agent upon any contract of insurance underwritten at
Lloyd’s by or on account of the Corporate Member the Trustees may act under
sub-clause (b)(i) above as if the Corporate Member was in default in
respect of such claim and as if the person so applying such moneys was a
Beneficiary;


 


(c)                                  Until
the Termination Date the Trust Fund and its income shall be held upon and
subject to the following trusts or powers:


 

















 


(i)                                     if before the
Termination Date the Corporate Member shall cease (for any reason whatsoever)
to be a person obliged under the requirements of the Council to maintain funds
at Lloyd’s and it shall be established to the satisfaction of the Trustees that
all the Corporate Member’s Lloyd’s obligations have been discharged or
otherwise finally provided for the Trustees shall hold the Trust Fund and its
income upon trust for the Depositor absolutely;


 


(ii)                                  subject as aforesaid the Trustees shall at
the Termination Date pay and transfer the Trust Fund and its income to the
Premiums Trustees as an accretion to the Premiums Trust Fund and to be held by
them upon the trusts of the Premiums Trust Deed;


 


(d)                                 Subject
as aforesaid the Trust Fund and its income shall be held upon trust for the
Depositor absolutely.


 


6.               Release and Advancement


 


Notwithstanding anything hereinbefore contained:


 


(a)                                  The
Society may at any time or times before the Termination Date:


 


(i)                                     by deed release wholly or in part all or
any of the discretionary trusts or powers hereby conferred on the Trustees in
respect of the whole or any part
of the income or capital of the Trust Fund; or


 


(ii)                                  by written instrument release wholly or in
part all or any of the Corporate Member’s outstanding obligations under clause
2 hereof;


 


(b)                                 Section 32
of the Trustee Act 1925 shall apply to the Trust Fund but as if all the
provisos in subsection (1) were omitted.


 


7.               Powers of Investment


 


Subject to the requirements of the Council:


 


(a)                                  Moneys
to be invested hereunder may be applied or invested in the purchase of any investments
or property 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 and whether or not within the range of investments
authorised by law for the investments of trust funds);


 


(b)                                 Securities
comprised in the Trust Fund may be deposited with or lent (with or without
security) to any incorporated company or building society or bank or discount
house or local or governmental authority other than any of the following:


 


(i)                                     The
Corporate Member itself;


 


(ii)                                  any
company which is an associate of the Corporate Member for the purposes of
section 435 of the Insolvency Act 1986 (or any amendment or re-enactment
thereof);


 


(iii)                               any
other corporate member of the Society;


 


(c)                                  Any
part of the Trust Fund may be pooled with any 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 other Lloyd’s Deposits or of Lloyd’s Special
Reserve Funds or Premiums Trust Funds including the Premiums Trust Fund and may
accordingly be deposited or otherwise applied together with such other sums and
without any obligation to keep them separate;


 


(d)                                 Moneys
may be invested in securities or property in any part of the world which are
recorded held and transferred by an officially established or officially
regulated system which is based wholly or partly on computer records (including
in particular the systems currently operated in the USA under the names of the “Fedwire”
and the Depository Trust Company).


 


8.               Other Powers


 


In the
administration of the trusts hereof the Trustees shall have the following
powers in addition to those conferred on them by law:


 


(a)          Power to cause or permit
the Trust Fund or any part of it to be held in the name or under the


 

















 


direct
or indirect control of any
nominee approved for the purpose by the Council (whether or not one of the
Trustees and whether resident within or
outside the United Kingdom) and to pay the remuneration and expenses of
such nominee out of the capital or income of the Trust Fund;


 


(b)                                 Power
to participate (whether directly or indirectly through one or more nominees) in
any system for the recording holding or transferring of securities or any
choses in action which  is based wholly
or partly on computer records and which is officially established or officially
regulated in any part of the world (including in particular any system for the
transfer of securities established by the Bank of England and the Stock
Exchange under the Stock Transfer Act 1982) and including power (when
participating indirectly) to allow a nominee for the purpose of such participation
to mix property comprised in the Trust Fund with other property held by that
nominee for that purpose;


 


(c)                                  Power
to exercise the voting powers conferred on them as the holders of any
securities from time to time comprised in the Trust Fund and to concur in and
make any arrangements in connection with any reconstruction amalgamation or
winding up of any company whose securities are so comprised as if the Trustees
were absolute owners beneficially entitled;


 


(d)                                 Power
to appropriate any investment
or 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 upon
making such valuations as the Trustees think fit and without obtaining the
consent of any person;


 


(e)                                  Power
at any time or times by revocable written instrument to delegate to any person for any period and in any
manner and upon any terms
(including power for the delegate to sub-delegate) the exercise of any of the
administrative powers or discretions hereby conferred on them without being
liable for the acts or defaults of any
such delegate or sub-delegate or
for any loss to the Trust Fund resulting therefrom and power at any time by written instrument to
revoke any such delegation and in particular power so to delegate their powers
under clause 3 hereof to any person who appears to them to be a fit and proper
and who is an authorised or exempted person within the meaning of the Financial
Services Act 1986 (or any amendment or re-enactment thereof):


 


(f)                                    Power to raise and payout of the Trust
Fund (without prejudice to their 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 Corporate Member’s membership of the
Society or anything done in connection therewith and in this clause B(f) “taxes”
includes any liability of the Trustees 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 the Trustees or the Society may arise.


 


9.               Beneficiaries Right to
Accounts


 


(a)                                  Nothing
herein contained shall entitle any Beneficiary to receive any account of the
Trust Fund 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.


 


(b)                                 All
income of the Trust Fund shall be deemed to accrue wholly on the date of
receipt and shall not be apportionable in respect of time.


 


10.         Society as Trustee


 


(a)                                  The
Society shall be entitled to remuneration for acting as a trustee in accordance
with the terms and conditions prescribed by the requirements of Council.


 


(b)                                 The
Society 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 Trust Fund
or any part of it made in the
Society’s name.


 


(c)                                  In
the professed execution of the trusts and powers hereof neither the Society nor
the Council nor the Committee nor any other committee sub·committee or body of persons nor any other
agent employee or person through which or whom the Society the Council or the Committee
may act shall in any circumstances incur any liability to the Depositor to the
Corporate Member or to any Beneficiary for negligence.


 


11. New Trustees


 


(a)                                  The
statutory power of appointing new Trustees shall apply to the trusts hereby
created and shall at all times be vested in the Society. 


 


(b)                                 The
Society may at any time by deed remove any
Trustee (but shall not remove a sole Trustee without 


 

















 


appointing
at least one other in his place).


 


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


 


(d)                                 A
trust corporation shall be entitled to remuneration for its services in
accordance with its normal published terms from time to time and any other
Trustee (including a corporation) engaged in any profession or business shall be entitled to be paid 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 including acts which a trustee not being in any profession or
business could have done personally.


 


(e)                                  Any
individual Trustee may act as
an officer or employee of any company whose securities are comprised 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 or in conjunction with other matters or
by reason of their non-exercise in procuring or continuing for him his position
as such officer or employee or that his qualification for any such position may
be constituted wholly or partly by the holding of such securities.


 


(f)                                    In
the professed execution of the trusts and powers hereof no Trustee (including
the Society) shall be liable for any loss to the Trust Fund arising by reason
of any improper investment made in good faith or the negligence or fraud of any
delegate or agent appointed or employed by him or by any other 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
Trustee or by reason of any other matter or thing except wilful and individual
wrongdoing on the part of the Trustee who is sought to be made so liable.


 


11.         English Law


 


(a)                                  This
Deed shall be read and construed and take effect in all respects in accordance
with English law.


 


(b)                                 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.


 


12.         Marginal Notes


 


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


 


IN
WITNESS whereof the parties hereto have duly executed this instrument as a deed


 


 




	
   

  	
   

  	
   

  	
  [Corporate Member]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Director:

  	
  /s/ G Perdoni

  	
   

  	
  Director:

  	
  R. Chattock

  
	
   

  	
  Montpelier Capital Limited

  	
   

  	
  Montpelier Capital Limited

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [Depositor]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Director:

  	
  /s/ Christopher Harris

  	
   

  	
  Director:

  	
  /s/ Thomas G.S. Busher

  
	
   

  	
  Chief Executive Officer

  	
   

  	
  Chief Operating Officer

  
	
   

  	
  Montpelier Reinsurance Ltd.

  	
   

  	
  Montpelier Reinsurance Ltd.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Common Seal of Lloyd’s was hereunto affixed in
  the presence of

  	
  [Seal]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorised Signatory

  	
   

  	
   

  
	
   

  	
  /s/ M Colesworthy