Exhibit 10.7


 


	
  DTD (TP) (GEN) (10)

  	
   

  	
  Member Code: 055407B

  



 


LLOYD’S DEPOSIT TRUST DEED


 


(Third Party Deposit)


 


THIS DEED is made the                         day
of                                        20


 


BETWEEN


 


(1)                                  Montpelier
Capital Limited (‘the member’)


 


(2)                                  Montpelier
Reinsurance Ltd. (‘the Depositor’)


 


and


 


(3)                                  the
Society incorporated by Lloyd’s Act 1871 by the name of Lloyd’s (‘the Society’)


 


WHEREAS:


 


(A)                              The
Member has applied to become or already is an underwriting member of the
Society and this Deed is made in consideration of the Member’s admission to
such membership or of the continuance of the Member’s 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 funds at Lloyd’s (including inter alia a Lloyd’s deposit) the Depositor
has at the request of the Member paid or transferred to or under the direct or
indirect control of the Society such moneys or other property approved by the
Council 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
Member has executed on or before the date of execution of this Deed or will
shortly execute a 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 moneys received by or on behalf of the Member in connection
with insurance business other than long-term insurance business are to be held.


 


NOW THIS DEED made for the consideration aforesaid WITNESSES 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 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 Member’s Lloyd’s obligations and the singular
has a corresponding meaning


 


“the Council” means the Council of Lloyd’s and (except in clause 3)
references to the Council shall include its delegates and persons by whom it
acts


 


“the Financial Services Authority” means the corporate body known as the
Financial Services Authority that is referred to in section 1 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)


 


‘insurance’ includes assurance reinsurance and reassurance


 


Lloyd’s is authorised under the Financial Services and Markets Act 2000


 

















 


‘Lloyd’s obligations’ in relation to the Member means all underwriting
obligations incurred by the 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 or in accordance with:


 


(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


 


“long-term insurance business” means the business of effecting or
carrying out “contracts of long-term insurance” as defined in the Financial
Services and Markets Act 2000 (Regulated Activities) Order 2001


 


“the managing Agent” means the person for the time being acting as the
Member’s managing agent in respect of any part of the Member’s underwriting
business at Lloyd’s (and any successor in whole or in part of such agent
including any substitute agent)


 


“the members’ agent” means any members’ agent of the Member at Lloyd’s
appointed by the Member (and any successor in whole or in part of such agent
including any substitute agent)


 


“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 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 the premiums and other
moneys held from time to time upon the trusts of the Premiums Trust Deed


 


“Related Person” means any person, firm or company which is in any way
associated or connected 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 or other 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
the Council 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” includes 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 indebtness, warrants and other instruments entitling their
holders to subscribe for securities (whether or not in existence or
identifiable), certificates 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 the consent 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 with arrangements referred to in section 175 of, and Schedule 20 to,
the Finance Act 1993 and the singular has a corresponding meaning


 


“the Termination Date” means (i) in the case of a Member who is an
individual, the earlier of the expiry of one hundred and twenty-four years from
the date of this Deed and the 20th anniversary of the Member’s death, or (ii) in
any other case, on the expiry of seventy-nine years from 1st January 1993


 


“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, the Member’s covenant in clause 2(b) hereof, 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


 


References to “the Member”, in the case of a Member which is a Scottish
limited partnership, include where the context so permits the person or persons
from time to time succeeding to its assets or liabilities under the law of
Scotland (whether on a dissolution of the partnership or otherwise)


 


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 time amended consolidated or
re-enacted.


 


2.                                      Declaration and Covenant


 


(a)                                  In
consideration of the Member’s admission as an underwriting member of the
Society (or of the continuance of such membership) the Member and the Depositor
(and in the case of an individual Member or an individual Depositor so as to
bind himself and his personal representatives) 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 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 member will thereafter (if so required by the Society) procure that before
any further payment is made to the Member out of the future profits of the
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 for 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.                                      Power of the Society to Vary


 


The Society (acting by the Council) may from time to time before the
Termination Date (after providing to the Financial Services Authority 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 Depositor, the


 

















 


Member (either directly or by notice to its
members’ agent) the members’ agent and the managing agent accordingly.


 


4.                                      Powers of Appointment, Transfer and Determination


 


Subject to any prior exercise of the power in clause 3 above, the
Trustees shall hold the Trust Fund and its income:


 


(a)                                  upon
such trusts for the benefit of the Depositor, 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 Member’s Lloyd’s obligations or the
beneficial and convenient execution and administration of the trusts hereof) by
instrument or instruments in writing 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  instrument in writing (with the
consent in writing of the Member (or the members’ agent) and the Depositor) 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 or Lloyd’s Security and Trust Deed
(whether made by the Member or any other underwriting member or members of the
Society) upon and with and subject to the trusts powers and provisions declared
and contained 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 no such direction shall be made by the
Society:


 


(i)                                     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); and


(ii)                                  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 persons who are then the Beneficiaries will (either alone or together
with other persons) be capable of benefiting under the other Trust Deed
mentioned in such direction (as so modified where modified as aforesaid) and
that the payment or transfer in question will not materially be to the
disadvantage of such Beneficiaries;


 


(c)                                  upon
trust if the Society shall at any time or times before the Termination Date
declare in writing 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 direction 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)                                  (in
respect of a Depositor which is a company) 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)                               (in
respect of a Depositor who is an individual) if and whenever the Trustees
determine that an event has occurred during the lifetime of the Depositor 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 during the remainder of the Depositor’s lifetime and add it
to the capital of the Trust Fund but for the avoidance of doubt this provision
shall not prevent income being held (subject to those trusts and powers) in
accordance with paragraph (i) of this sub-clause following the death of
the Depositor;


 


(iv)                              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 Member shall make default in respect of any of the 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 shall be established to the satisfaction of the Trustees that
either:


 


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


 


(bb)                          the
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 of the 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 member or the Depositor) in good faith applied
moneys not belonging to the Depositor 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 Member the Trustees may act under sub-clause
(b)(i) above as if the Member was in default in respect of such claim and
as if the person so applying such money was a Beneficiary;


 


(c)                                  if
before the Termination Date the 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 Member’s Lloyd’s obligations
have been discharged or otherwise provided for the Trustees shall hold the
Trust Fund and its income upon trust for the Depositor absolutely;


 


(d)                                 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;


 


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


 

















 


6.                                    Release Advancement and Substitution


 


Notwithstanding anything hereinbefore contained:


 


(a)                                  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 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;


 


(b)                                 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 Member’s outstanding
obligations under clause 2 hereof;


 


(c)                                  the
Society shall have power at any time or times before the Termination Date by
instrument in writing to pay transfer or apply to or for the benefit of the
Depositor and/or the Member 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;


 


(d)                                 the
Trustees shall have power at any time or times before the Termination Date by
instrument in writing to agree with the Depositor and the Member 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”) in substitution
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 Depositor absolutely freed and
discharged 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.


 


7.                                      Powers of Investment


 


(a)                                  Subject
to the requirements of the Council:


 


(i)                                     Moneys
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
and whether or not within the range of investments authorised by law for the
investment of trust funds);


 


(ii)                                  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;


 


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


 


(aa)                            the
Member;


 


(bb)                          any
person which is an associate of the Member for the purposes of section 435 of
the Insolvency Act 1986;


 


(iv)                              Any
part of the Trust Fund may be pooled 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 other Lloyd’s deposits or of Lloyd’s Special
Reserve Funds or Premiums Trusts 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;


 


(b)                                 For
the avoidance of doubt neither the general power of investment conferred by Part II
of the Trustee 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).


 


8.                                      Other Powers


 


(a)                                  in
the administration of the trusts hereof the Trustees shall have the following
powers (in addition to those conferred on them by law so far as not expressly
excluded by this Deed):


 


(i)                                     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 or custodian 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 or custodian out of the capital or income of the Trust
Fund;


 


(ii)                                  Power
to participate (whether directly or indirectly through one or more nominees or
custodians) in any system for the recording holding or transferring of
securities or any choses in action otherwise than by instrument in writing
which is established or regulated in any part of the world and including power
(when participating indirectly) to allow a nominee or custodian for the purpose
of such participation to mix property comprised in the Trust Fund with other
property held by that nominee or custodian for that purpose;


 


(iii)                               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;


 


(iv)                              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 upon making such valuations as the Trustees think fit and without
obtaining the consent of any person;


 


(v)                                 Power
at any time or times by revocable instrument in writing to delegate to any
person (including the Depositor) 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 ( including
powers of investment) without being liable for the acts or defaults of any such
delegate or sub-delegate or for any loss to the Trust Fund resulting there from
and power at any time by instrument in writing to revoke any such delegation;


 


(vi)                              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;


 


(vii)                           Power
to raise and pay out 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
Member’s membership of the Society or anything done in connection therewith and
in this clause 8(a)(vii) ‘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;


 

















 


(b)                                 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).


 


9.                                      Delegation of Investment Power


 


(a)                                  in
pursuance of the Trustees’ power of delegation the Trustees’ powers to make
arrangements for the investment and sale of any part of the Trust Fund (other
than the power at clause 7(a)(iii) above) are hereby delegated to the
Depositor subject to the following provisions of this clause;


 


(b)                                 The
Depositor is authorised to exercise such powers and arrange such dealings only
in the 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 the amount or composition of the funds at Lloyd’s
or Lloyd’s deposit required of the Member in connection with his underwriting  business at Lloyd’s;


 


(c)                                  This
delegation is without prejudice to the powers of the Trustees to sell any part
of the Trust Fund and to invest any moneys requiring investment and to vary
investments from time to time;


 


(d)                                 The
Depositor may, at any time or times, by instrument in writing in the form from
time to time prescribed for this purpose by the Society request the Trustees:


 


(i)                                     to
delegate all or any of the powers delegated to the Depositor as aforesaid to;
and/or


 


(ii)                                  to
exercise the Trustees’ power under clause 8 (a)(vi) above to appoint as an
investment adviser


 


Any 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 Depositor (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
Depositor;


 


(e)                                  The
Trustees may at any time by instrument in writing revoke the delegation or
appointment effected under sub-clause (a) above or under sub-clause (d) above.


 


10.                               Accounts and Apportionment


 


(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.


 


11.                               Appointment and Removal of Trustees


 


(a)                                  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;


 


(b)                                 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);


 


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


 

















 


12.                               Trust Remuneration


 


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


 


(b)                                 Any
other Trustee shall be entitled to remuneration for its services in accordance
with its normal published terms from time to time 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;


 


(c)                                  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 Trust Fund or any part of it made in the
Trustee’s name;


 


(d)                                 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 or 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.


 


13.                               Protection of Trustees/Society


 


(a)                                  In
the professed execution of the trust 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 wilful and individual wrongdoing on
the part of the person who is sought to be made so liable;


 


(b)                                 The Trustees shall have the power;


 


(i)                                     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 transactions or are Related Persons and even if all the same persons
constitute the set of persons;


 


(ii)                                  to
sell an asset to one of their number or to the Society or to a Related Person
so long as they act on the positive advice of a competent professional adviser;


 


(iii)                               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
dispositive or 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 the power.


 


14.                               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 the purposes of
and in connection with that Deed to the exclusive jurisdiction of the English
Courts.


 


15.                               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
(Third Party Deposit)


 


 


	
   

  	
   

  	
  The COMMON SEAL
  of LLOYD’S

  was hereunto affixed in the presence of 

  	
  )

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  Authorised Signatory

  	
   

  	
   

  



 

















 


	
  The Member

  (if an individual)

  	
   

  	
  EXECUTED as a DEED
  by the MEMBER

  in the presence of:

  	
  )

  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature of witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Occupation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Member

  (if a  company)

  	
   

  	
  EXECUTED as a DEED
  by the MEMBER

  	
  )

  	
   

  
	
   

  	
  acting by two directors/a director 

  and the Secretary

  	
  )

  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Director/Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OR

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTED as a DEED by
  the MEMBER

  	
  )

  	
   

  
	
   

  	
   

  	
  acting by a director in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature of witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Occupation:

  	
   

  	
   

  



 

















 


	
  The Member

  (if a limited liability partnership) 

  	
   

  	
  EXECUTED as a DEED by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [LLP/LIMITED LIABILITY PARTNERSHIP]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  acting by its Members

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [                                               ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [                                               ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Signature of Member]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Signature of Member]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Member

  (if a Scottish limited partnership)

  	
   

  	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  acting by its General Partner

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Witness

  	
   

  	
   

  	
  For and on behalf of

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Full Name:

  	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Director/Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Secretary

  
								



 

















 


	
  The Depositor

  (if an individual)

  	
   

  	
  EXECUTED as a DEED by the DEPOSITOR

  in the presence of:

  	
  )

  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Occupation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Depositor 

  (if a company)

  	
   

  	
  EXECUTED as a DEED by the DEPOSITOR

  	
  )

  	
   

  
	
   

  	
  acting by two directors/a director

  	
  )

  	
   

  
	
   

  	
   

  	
  and the Secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Director/Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Or

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTED as a DEED by the DEPOSITOR

  	
  )

  	
   

  
	
   

  	
   

  	
  acting by a director in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature of witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Occupation: