EXHIBIT 10.1
CUSTODY AGREEMENT
by and between
IPCRe LIMITED
and
MELLON BANK, N.A.
TABLE OF CONTENTS
SECTION
PAGE
1.
ESTABLISHMENT OF ACCOUNT
1
2.
MAINTENANCE OF PROPERTY AT CUSTODIAN AND SUBCUSTODIAN LOCATIONS
1
3.
USE OF SUBCUSTODIANS
2
4.
DISTRIBUTIONS
3
5.
AUTHORIZED PARTIES
3
6.
AUTHORIZED INSTRUCTIONS
3
7.
AUTHORIZED TRANSACTIONS
4
8.
DIRECTED POWERS OF CUSTODIAN
4
9.
ADMINISTRATIVE POWERS OF CUSTODIAN
5 10.
DUTIES OF CUSTODIAN
5 11.
INCOME AND SETTLEMENT; MARKET PRACTICE SETTLEMENTS
7 12.
TAX OBLIGATIONS
7 13.
NON-ACCOUNT ASSETS
8 14.
STATEMENTS AND RECORDS
8 15.
STANDARD OF CARE
8 16.
LIMITATION OF LIABILITY
8 17.
FORCE MAJEURE
9 18.
COMPENSATION AND EXPENSES
9 19.
INDEMNIFICATION
9 20.
AMENDMENT OR TERMINATION
9 21.
SUCCESSORS AND ASSIGNS
9 22.
GOVERNING LAW AND LEGAL PROCEEDINGS
10 23.
REPRESENTATIONS
10 24.
NECESSARY PARTIES
10 25.
CUSTODIAN NON-FIDUCIARY STATUS
10 26.
ENTIRE AGREEMENT
10 27.
EXECUTION IN COUNTERPARTS
10 EXHIBIT A
1
THIS CUSTODY AGREEMENT, effective as of the 1st day of January, 2008
(this "Agreement") by and between IPCRe LIMITED, a company organized under the
laws of Bermuda (the "Client") and MELLON BANK, N.A., a national banking
association (the "Custodian").
WITNESSETH:
WHEREAS, the Client and the Custodian desire to establish a custody account to
provide for the safekeeping and recordkeeping of certain property of the Client;
NOW, THEREFORE, the Client and the Custodian, each intending to be legally
bound, agree as follows:
1. Establishment of Account.
a. The Client hereby appoints the Custodian as custodian for any Property that
the Client may deposit to the Custodian's care in one or more accounts
established for the Client pursuant to this Agreement (collectively, the
"Account"). As used in this Agreement, "Property" may include cash, cash
equivalents, stocks, bonds, rights, warrants or other negotiable and
non-negotiable instruments, whether issued in certificated or uncertificated
form, that are commonly traded or dealt in on securities exchanges or financial
markets, and also includes other obligations of an issuer, or shares,
participations and interests in an issuer recognized in the country in which it
is issued or dealt in as a medium for investment and any other property, and
includes security entitlements in respect of each of the foregoing, as
applicable; provided that Property shall not include any direct interest in real
property, leaseholds, mineral interests or property not permitted under the
Custodian's established policies and procedures.
b. The Custodian shall have no responsibility for any Property of the Client
until they are received in the Account by the Custodian or Subcustodians, as
applicable.
c. For the avoidance of doubt, the Custodian shall segregate on its books and
records the Property credited to the Account from assets held by the Custodian
for other customers or for the Custodian itself. To the extent permitted by
applicable law or accepted in market practice, the Custodian will require each
Subcustodian to identify in its own books and records that the Property held at
such Subcustodian by the Custodian on behalf of its customers belong to