Exhibit 10.47
INDEX
AGREEMENT MADE THE 30TH DAY OF SEPTEMBER, 2002, AMONG COMMERCIAL UNDERWRITERS
INSURANCE COMPANY, AMERICAN HOME ASSURANCE COMPANY, ROYAL TRUST CORPORATION OF
CANADA, AND THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS CANADA.
PARAGRAPH PAGE
NUMBER HEADING NUMBER
1. APPOINTMENT OF TRUSTEE..................................................................................................1
-- ----------------------
2. AUTHORIZED ASSETS.......................................................................................................2
-- -----------------
3. ASSETS VESTED IN TRUST..................................................................................................2
-- ----------------------
4. VALUE OF ASSETS DETERMINED BY THE SUPERINTENDENT........................................................................2
-- ------------------------------------------------
5. VESTING, VARYING, EXCHANGING OR WITHDRAWING ASSETS......................................................................3
-- --------------------------------------------------
6. SECURITIES LENDING......................................................................................................3
-- ------------------
7. ASSETS IN TRUSTEE'S NAME................................................................................................3
-- ------------------------
8. POWERS AND AUTHORITY OF TRUSTEE.........................................................................................3
-- -------------------------------
9. ACCOUNTABILITY OF TRUSTEE...............................................................................................4
-- -------------------------
10. DIRECTION OF REINSURER AND COMPANY......................................................................................5
--- ----------------------------------
11. CANADIAN DEPOSITORY FOR SECURITIES LIMITED..............................................................................5
--- ------------------------------------------
12. PAYMENTS ON ACCOUNT OF AN INTEREST IN REAL ESTATE.......................................................................5
--- -------------------------------------------------
13. EXERCISE OF RIGHTS ATTACHED TO AN ASSET.................................................................................5
--- ---------------------------------------
14. STATEMENT OF ASSETS.....................................................................................................6
--- -------------------
15. ACCESS..................................................................................................................6
--- ------
16. DIRECTION TO VEST ASSETS IN THE COMPANY.................................................................................6
--- ---------------------------------------
17. DIRECTION TO VEST ASSETS IN THE SUPERINTENDENT..........................................................................7
--- ----------------------------------------------
18. COMPENSATION OF TRUSTEE.................................................................................................7
--- -----------------------
19. INTEREST ON MONIES HELD IN TRUST........................................................................................8
--- --------------------------------
20. AMENDMENTS..............................................................................................................8
--- ----------
i
PARAGRAPH PAGE
NUMBER HEADING NUMBER
21. TERMINATION.............................................................................................................8
--- -----------
22. APPOINTMENT OF NEW TRUSTEE..............................................................................................8
--- --------------------------
23. WAIVER..................................................................................................................9
--- ------
24. FURTHER ASSURANCES......................................................................................................9
--- ------------------
25. NOTICES.................................................................................................................9
--- -------
26. EXECUTION IN COUNTERPART...............................................................................................10
--- ------------------------
27. PARTIAL INVALIDITY.....................................................................................................10
--- ------------------
28. EFFECTIVE DATE.........................................................................................................11
--- --------------
29. PROPER LAW.............................................................................................................11
--- ----------
30. CONFLICTS OR INCONSISTENCIES...........................................................................................11
--- ----------------------------
31. MISCELLANEOUS..........................................................................................................12
--- -------------
SCHEDULE
SCHEDULE "A" -- VESTING OF ASSETS.................................................................................................13
SCHEDULE "B" -- DECLARATION (MONTHLY).............................................................................................14
ii
AGREEMENT
THIS AGREEMENT made in quadruplicate on the 30th day of September, 2002.
AMONG: Commercial Underwriters Insurance Company, a corporation duly
organized and existing under the laws of the State of
California (hereinafter called the "Reinsurer")
AND: American Home Assurance Company, a corporation duly organized
and existing under the laws of the State of New York
(hereinafter called the "Company")
AND: Royal Trust Corporation of Canada, a trust company
incorporated under the laws of Canada and licensed to do
business in the Province of Ontario (hereinafter called the
"Trustee")
AND: The Superintendent of Financial Institutions Canada
(hereinafter called the "Superintendent")
WHEREAS the Company is authorized under the Insurance Companies Act
(hereinafter called the "Act") to insure in Canada risks;
AND WHEREAS the Company has caused itself to be reinsured by the Reinsurer
against certain risks insured by it under one or more
reinsurance agreements (hereinafter called the "Reinsurance
Agreements");
AND WHEREAS the Reinsurer is not authorized under the Act to insure risks;
AND WHEREAS the Act and the Regulations made pursuant to the Act provide
that, where the Reinsurer is not authorized under the Act to
insure risks and is incorporated elsewhere than in Canada, a
reduction in the aggregate of the amount of assets in Canada
to be maintained by the Company may be made only to the extent
that security is maintained in Canada, in respect of the
potential liabilities of the Reinsurer under the Reinsurance
Agreements, in an amount, of a nature and under arrangements
determined by the Superintendent to be satisfactory.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained in the Agreement, the parties hereto agree with one
another as follows:
APPOINTMENT OF TRUSTEE
1. The Reinsurer appoints as trustee the Trustee to hold in trust for the
Company, solely to secure the payment to the Company by the Reinsurer of
the Reinsurer's share of any loss
or liability or both sustained by the Company for which the Reinsurer is
liable under the Reinsurance Agreements, such assets as the Reinsurer may
vest in trust with the Trustee in accordance with the terms of this
Agreement.
AUTHORIZED ASSETS
2. Assets that may be vested in trust with the Trustee shall be cash or
assets in which the Company may invest its funds or any portion thereof
pursuant to the Company's investment and lending policies, standards and
procedures established pursuant to the Act in force from time to time
while this Agreement is in force.
ASSETS VESTED IN TRUST
3. (a) The Reinsurer shall vest and maintain with the Trustee assets valued
in accordance with subparagraph (b) at all times at least equal to
115% of the actuarial and other policy liabilities of the Company in
respect of the policies that are the subject of the Reinsurance
Agreements with such liabilities being determined in accordance with
generally accepted actuarial practice with such changes as may be
determined by the Superintendent and any additional directions that
may be made by the Superintendent.
(b) The assets vested in trust shall be valued at market value.
(c) Assets vested in trust under this Agreement in respect of the class
of life insurance shall be held by the Trustee in an account
identified in its records as separate and distinct from the assets
vested in trust under this Agreement in respect of other classes.
(d) Assets vested in trust under this Agreement shall be held by the
Trustee in an account identified in its records as separate and
distinct from other accounts of the Trustee.
(e) Assets vested in trust under this Agreement shall be free of all
liens, charges and encumbrances of any nature except for the charge
customarily required to be given by the relevant participant in the
Canadian Depository for Securities Limited under the rules governing
participation in the Canadian Depository for Securities Limited on
an asset deposited, and recorded in book-based form, with the
Canadian Depository for Securities Limited.
VALUE OF ASSETS DETERMINED BY THE SUPERINTENDENT
4. The Superintendent may determine from time to time the value of the assets
vested in trust or the liabilities for which the Reinsurer is liable under
the Reinsurance Agreements. Any determination made by the Superintendent
under this paragraph shall be binding on the Reinsurer and the Company.
2
This paragraph shall only be effective with respect to the obligations of
the Reinsurer and the Company under this Agreement and shall not affect
the contractual relationship between the parties under the Reinsurance
Agreements.
VESTING, VARYING, EXCHANGING OR WITHDRAWING ASSETS
5. (a) Subject to paragraph 3 and subparagraph (b), prior to vesting an
asset in trust or withdrawing an asset vested in trust, the
Reinsurer shall obtain the written approval of the Superintendent
and, upon receipt of the written approval of the Superintendent, the
Trustee shall follow the written direction of the Reinsurer.
(b) Unless the Superintendent has otherwise directed by written notice
to both the Reinsurer and the Trustee, the Reinsurer may, without
the prior written approval of the Superintendent:
(i) vest in trust an asset listed in Schedule "A"; and
(ii) withdraw an asset listed in Schedule "A" vested in trust on
condition that the asset withdrawn is replaced, either prior
to or simultaneously, with an asset or assets listed in
Schedule "A" the value of which on the date of the withdrawal,
as determined under subparagraph 3(b), is and is certified by
the Reinsurer to the Trustee to be, at feast equal to the
value, as determined under subparagraph 3(b), of the asset
withdrawn.
SECURITIES LENDING
6. The assets vested pursuant to this Agreement may not be used as part of a
securities lending program.
ASSETS IN TRUSTEE'S NAME
7. Subject to paragraph 11, the Trustee shall register in its name or,
subject to the prior written approval of the Superintendent, in the name
of its nominee, any asset vested in trust that can be issued in registered
form.
Notwithstanding the foregoing but subject to the prior written approval of
the Superintendent, the Reinsurer may vest with the Trustee, and the
Trustee shall not be required to register in its name, mortgages on real
estate acquired by or on behalf of the Reinsurer under an agreement
whereby the mortgages are to be administered by a third party.
POWERS AND AUTHORITY OF TRUSTEE
8. (a) Subject to paragraph 5, the Trustee, on the written direction of any
of the persons authorized by the Reinsurer for that purpose for the
time being and from time to time, shall have, in respect of the
assets vested in trust, the powers and authority authorized in that
written direction.
3
(b) Subject to the prior written approval of the Reinsurer, which
approval must not be unreasonably withheld, the Trustee may employ,
at the expense of the Reinsurer, agents, counsel (who may be counsel
to the Reinsurer) and other professional advisors.
(c) The Trustee may, from time to time,
(i) deal with securities of the same class and nature as may
constitute the assets held in trust in its own behalf or on
behalf of accounts it manages;
(ii) subject to Part XI of the Trust and Loan Companies Act, be
affiliated with any party to whom or from whom such securities
may be sold or purchased; and
(iii) use in other capacities knowledge gained in its capacity
hereunder without being liable to account therefor in law or
in equity except where the use would be detrimental,
prejudicial, or adverse to the best interests of the Company
or the Reinsurer.
ACCOUNTABILITY OF TRUSTEE
9. (a) Subject to subparagraph (b), the Trustee will exercise its powers
and carry out its obligations under this Agreement as Trustee
honestly, in good faith and in the best interests of the Company and
in connection therewith will exercise that degree of care, diligence
and skill that a reasonable and prudent person would exercise in
comparable circumstances.
(b) Where the Superintendent determines that an asset vested in trust is
withdrawn other than in accordance with paragraph 5, the
Superintendent shall so notify the Trustee. Within thirty (30) days
of the day on which the Trustee is notified by the Superintendent,
the Trustee shall replace that asset with an asset or assets of the
kind listed in Schedule "A" such that the value of the assets vested
in trust on the replacement date, as determined under subparagraph
3(b), is equal to the lesser of:
(i) the total value of the assets required under the Agreement to
be vested in trust on the replacement date, as determined
under subparagraph 3(b); and
(ii) the total value of the assets, as determined under
subparagraph 3(b), vested in trust on the day when the asset
vested in trust was withdrawn other than in accordance with
paragraph 5, determined before giving effect to the
withdrawal.
In each instance where the Trustee replaces an asset in accordance
with this paragraph, the Reinsurer shall immediately reimburse the
Trustee for all losses, damages,, expenses, and costs incurred by
the Trustee in respect of the replacement.
4
DIRECTION OF REINSURER AND COMPANY
10. (a) The Reinsurer shall identify to the Trustee, in writing, those
Reinsurer representatives authorized to direct the Trustee in
respect of a matter under this Agreement. The Trustee shall act only
upon the written directions of those Reinsurer representatives and
shall have no duty to verify the appropriateness of any directions
which shall be binding on the Reinsurer.
(b) The Company shall identify to the Trustee, in writing, those Company
representatives authorized to direct the Trustee in respect of a
matter under this Agreement. The Trustee shall act only upon the
written directions of those Company representatives and shall have
no duty to verify the appropriateness of any directions which shall
be binding on the Company.
CANADIAN DEPOSITORY FOR SECURITIES LIMITED
11. Subject to the written approval of the Superintendent, the Trustee may
deposit any of the assets vested in trust with the Canadian Depository for
Securities Limited and shall have the same responsibility for assets
vested in trust whether in the possession of the Trustee or deposited with
the Canadian Depository for Securities Limited.
PAYMENTS ON ACCOUNT OF AN INTEREST IN REAL ESTATE
12. Unless the Reinsurer and the Trustee are otherwise directed in writing by
the Superintendent, the Reinsurer may collect payments on account of any
interest in real estate by way of lease, mortgage or otherwise vested in
trust with the Trustee, provided that the Reinsurer shall:
(a) forthwith pay to the Trustee any monies collected on account of the
principal of any mortgage; and
(b) on or before the tenth day of each month, notify in writing the
Trustee, the Company and the Superintendent of the balance of
principal on any mortgage on account of which the Reinsurer
collected a payment and account for all monies collected hereunder,
which information shall be contained in a statutory declaration of
an officer of the Reinsurer.
EXERCISE OF RIGHTS ATTACHED TO AN ASSET
13. Unless the Trustee is otherwise directed in writing by the Superintendent:
(a) the Trustee shall hand over to the Reinsurer all income upon the
vested assets collected by the Trustee as the same is collected; and
(b) the Reinsurer shall be entitled at all times to exercise, through
such officer or other person designated by it, the right of
attending, acting and voting at meetings of corporations or security
holders or otherwise in respect of vested assets and the Trustee
shall, at the request of the Reinsurer, execute and deliver such
instruments
5
of proxy or attorney as may be reasonably required to enable the
Reinsurer through such officer or person to exercise such rights.
STATEMENT OF ASSETS
14. Unless the Superintendent otherwise directs the Trustee in writing, the
Trustee shall on or before the fifteenth day of each month, or, if the
fifteenth day is not a business day of the Trustee, on or before the first
business day of the Trustee following the fifteenth day, and at such other
times as requested by notice in writing to the Trustee from the
Superintendent, file:
(a) with the Superintendent, and if the Reinsurer so elects, with the
Reinsurer, a declaration in the form of Schedule "B", or in such
other form as may be prescribed by the Superintendent from time to
time, together with a diskette, containing that information as may
be prescribed by the Superintendent from time to time of all assets
held by the Trustee under this Agreement as at the close of business
on the Trustee's last business day in the immediately preceding
month; and
(b) where the Reinsurer does not elect under subparagraph (a), with the
Reinsurer a statement containing that information as may be
prescribed by the Reinsurer from time to time of all assets held by
the Trustee under this Agreement.
The Trustee shall submit separate declarations in respect of the class of
life insurance and in respect of classes of insurance other than life
insurance.
ACCESS
15. The Trustee shall at all times, upon reasonable notice, permit the
Superintendent, the Reinsurer and the Company access, for purposes of
examination, to all assets held in trust under this Agreement and to the
records of the Trustee in relation thereto.
DIRECTION TO VEST ASSETS IN THE COMPANY
16. (a) The Trustee shall, on notice in writing from the Company accompanied
by the written approval of the Superintendent, without inquiry as to the
correctness of any request made by the Company, assign and deliver to the
Company those assets held by it in trust that the Company specifies in its
request after deduction by the Trustee of an amount equal to the aggregate
of any unpaid compensation to the date of transfer and any losses,
damages, expenses and costs owing to the Trustee pursuant to paragraph 18
and subparagraph 9(b) respectively.
(b) The Company shall apply the assets assigned and delivered to it
pursuant to subparagraph (a) without diminution on account of the
insolvency of the Company for the following purposes only:
(i) to pay or reimburse itself for the Reinsurer's share of any
loss or liability or both, including any loss or liability on
account of claims incurred but
6
not reported, sustained by the Company for which the Reinsurer
is liable under the Reinsurance Agreements; and
(ii) to make payment to the Reinsurer of any balance of the assets
in excess of the actual amount required by clause (i) above if
requested by the Reinsurer:
DIRECTION TO VEST ASSETS IN THE SUPERINTENDENT
17. (a) If
(i) the Company is no longer authorized under the Act to insure in
Canada risks,
(ii) a judgment against the Company in respect of which no further
right of appeal exists remains unsatisfied for thirty (30)
days, or
(iii) a liquidator or receiver of the Company or of any part of the
insurance business of the Company is appointed under the
provisions of any statute or pursuant to any agreement between
the Company and a third party, the Superintendent may direct
the Trustee and the Trustee shall, without inquiry into the
correctness of any statement of the Superintendent, assign and
transfer to the Superintendent or the Superintendent's
appointee all assets held in trust under the terms of this
Agreement after deduction by the Trustee of an amount equal to
the aggregate of any unpaid compensation to the date of
transfer and any losses, damages, expenses and costs owing to
the Trustee pursuant to paragraph 18 and subparagraph 9(b)
respectively.
(b) The Superintendent or his appointee shall apply the assets assigned
and delivered pursuant to subparagraph (a) without diminution on
account of the insolvency of the Company for the following purposes
only:
(i) to pay or reimburse the Company for the Reinsurer's share of
any loss or liability or both, including any loss or liability
on account of claims incurred but not reported, sustained by
the Company for which the Reinsurer is liable under the
Reinsurance Agreements; and
(ii) to make payment to the Reinsurer of any balance of the assets
in excess of the actual amount required by clause (i) above if
requested by the Reinsurer.
COMPENSATION OF TRUSTEE
18. The Trustee is entitled to reasonable compensation for its services and
expenses under this Agreement as may be agreed upon by the Reinsurer and
the Trustee, and if no such agreement is reached, either the Reinsurer or
the Trustee may on ten (10) days notice in
7
writing apply to a court of competent jurisdiction to fix the compensation
that the Reinsurer shall pay the Trustee.
INTEREST ON MONIES HELD IN TRUST
19. The Trustee shall pay the Reinsurer such interest on monies held in trust
as is paid by the Trustee on the same or similar accounts.
AMENDMENTS
20. (a) This Agreement may be amended only by a written agreement executed
by the Company, the Reinsurer, the Trustee and the Superintendent.
(b) The Company, the Reinsurer and the Trustee shall make those
amendments to this Agreement that the Superintendent reasonably
requires.
TERMINATION
21. The Trustee and, subject to the prior written approval of the
Superintendent, the Company or the Reinsurer may terminate this Agreement
on at least thirty (30) days notice in writing to the Superintendent and
the other parties specifying in the notice the date of termination. Upon
the date of termination specified in the notice, the Trustee shall be
discharged from any further responsibilities to carry out the terms
provided in this Agreement save for its obligations under paragraph 22.
APPOINTMENT OF NEW TRUSTEE
22. As soon as practicable
(i) on the Trustee ceasing to carry on business, or refusing to
act as a trustee,
(ii) on the Trustee becoming insolvent, being deemed insolvent or
admitting that it is insolvent within the meaning of any
statute, or becoming (whether voluntarily or involuntarily)
subject to any proceedings for its winding-up, liquidation or
dissolution,
(iii) on the Superintendent taking control of the assets of, or
taking control of, the Trustee under the Trust and Loan
Companies Act,
(iv) on the Trustee defaulting in its duties or obligations or any
of them hereunder and not commencing to rectify the default
within thirty (30) days after written notice from another
parry specifying the default and requiring the Trustee to
remedy the same, or
(v) after giving or receiving a notice under paragraph 21,
the Reinsurer shall appoint another trust company approved by the
Superintendent and authorized to act as a trustee and the Trustee
shall execute all documents that
8
the Reinsurer shall deem necessary to vest in that trust company the
assets vested in trust in the Trustee and transfer in writing to
that trust company all its rights and obligations under this
Agreement after deduction by the Trustee of an amount equal to the
aggregate of any unpaid compensation to the date of the transfer and
any losses, damages, expenses and costs owing to the Trustee
pursuant to paragraph 18 and subparagraph 9(b) respectively.
WAIVER
23. No waiver by any party of any breach of any of the covenants, provisos,
conditions, restrictions or stipulations contained in this Agreement shall
take effect or be binding upon that party unless the same is expressed in
writing under the authority of that party and is approved in writing by
the Superintendent and any waiver so given and approved shall extend only
to the particular breach so waived and shall not limit or affect any
rights with respect to any other future breach.
FURTHER ASSURANCES
24. Each of the parties to this Agreement shall execute and deliver all such
instruments and assurances and do all other acts and things as are
necessary to give full effect to and carry out their respective
obligations under this Agreement.
NOTICES
25. (a) Notices under this Agreement shall be served either
(i) personally by delivering them to the party on whom they are to
be served at that party's address hereinafter given, provided
such delivery shall be during the addressee's normal business
hours. Personally served notices shall be deemed received by
the addressees when actually delivered as aforesaid,
(ii) by telex or facsimile (or by any other like method by which a
written and recorded message may be sent) directed to the
party on whom they are to be served at that party's address
hereinafter given. Notices so served shall be deemed received
by the addressee: i) when actually received by the addressee
if received within the normal working hours of the addressee's
business day; or ii) at the commencement of the next ensuing
business day of the addressee following transmission thereof,
whichever is the earlier, or
(iii) by prepaid first class mail addressed to the party on whom
they are to be served at that party's address hereinafter
given. Notices so served shall be deemed received on the fifth
(5th) day following the day on which they are so mailed,
provided however that if delivery by prepaid first class mail
of any notice required or permitted under this Agreement is or
is likely to be delayed due to interruption or suspension of
the postal service because of a mail strike, slowdown or other
labour dispute which might affect the
9
delivery of the notice, then the notice shall be effective
only if delivered personally or by telex or facsimile (or by
any other like method by which a written and recorded message
may be sent).
(b) Unless changed by written notice to the other parties, the addresses
for service of notice hereunder of each of the respective parties
shall be as follows:
Commercial Underwriters Insurance Company
000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
X.X.X.
Attention: Xxxx Xxxxxxxx, Assistant VP, Lexington Insurance
Facsimile: 000-000-0000
American Home Assurance Company
000 Xxxxxxxxxx Xx Xxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Assistant Vice President
Facsimile: 000-000-0000
Royal Trust Corporation of Canada
Royal Trust Tower, 11th Floor
77 King Street West
P.O. Box 7500, Station "A"
Toronto, Ontario
M5W 1P9
Attention: Manager, Domestic Custody
Facsimile: 000-000-0000
Superintendent of Financial Institutions Canada
00xx Xxxxx, Xxxx Xxxxxx
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx
XxX XX0
Attention: Assistant Superintendent, Supervision
Facsimile: 000-000-0000
EXECUTION IN COUNTERPART
26. This Agreement may be executed and delivered in counterpart, each of
which, when so executed and delivered, shall be deemed to be an original.
All counterparts together shall constitute one and the same agreement.
PARTIAL INVALIDITY
27. If at any time any provision of this Agreement is or becomes illegal,
invalid or unenforceable in any respect under the law of any jurisdiction,
neither the legality,
10
validity or enforceability of the remaining provisions of this Agreement
nor the legality, validity or enforceability of such provision under the
law of any other jurisdiction shall in any way be affected or impaired
thereby.
EFFECTIVE DATE
28. This Agreement shall take effect as of the date and year first above
written.
PROPER LAW
29. This Agreement shall be governed by the laws of the Province of Ontario
and the federal laws of Canada applicable therein.
CONFLICTS OR INCONSISTENCIES
30. In the event of a conflict or inconsistency between the terms and
conditions of this Agreement and the terms and conditions of the
Reinsurance Agreements, the former shall in each and every instance
prevail.
11
MISCELLANEOUS
31. Paragraph headings and other headings or captions or the index or the
title hereto shall not be used in construing or interpreting any provision
of this Agreement or the relationship of the parties to this Agreement.
IN WITNESS WHEREOF the Reinsurer, the Company, the Trustee and the
Superintendent has executed this Agreement.
COMMERCIAL UNDERWRITERS INSURANCE AMERICAN HOME ASSURANCE
COMPANY COMPANY
/s/ Xxxxxxx X. Xxxx /s/ Xxx Xxx
---------------------------------- ----------------------------------
Name (Seal) Name Xxx Xxx (Seal)
Xxxxxxx X. Xxxx, Vice President Assistant Vice President
---------------------------------- ----------------------------------
Title Title
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx XxXxxxxx
---------------------------------- ----------------------------------
Name Name Xxxx XxXxxxxx
Xxxxxxx X. Xxxxxx, President Chief Agent for Canada
---------------------------------- ----------------------------------
Title Title
SUPERINTENDENT
ROYAL TRUST CORPORATION OF CANADA OF FINANCIAL INSTITUTIONS
/s/ Xxxxxx Xxxxx
---------------------------------- ----------------------------------
Name
Xxxxx Xxxxx, Director, Client Service
----------------------------------
Title
/s/ Xxxxx X. Xxxxxx
----------------------------------
Name
Xxxxx X. Xxxxxx
Client Service Manager
RBC Global Services, IIS
----------------------------------
Title
12
SCHEDULE "A" to the Agreement made the 30th day of September, 2002, among the
American Home Assurance Company, Commercial Underwriters Insurance Company,
Royal Trust Corporation of Canada, and the Superintendent of Financial
Institutions Canada.
VESTING OF ASSETS
PAYABLE IN CANADIAN CURRENCY
I. CASH
II. BONDS, DEBENTURES AND OTHER EVIDENCES OF INDEBTEDNESS:
a) Government:
(i) Canada and Guaranteed
(ii) Canadian Provincial and Guaranteed
(iii) Canadian Municipal, Public Authority, School and Parochial
b) Corporate: Canadian
III. SHARES:
a) Common: Canadian
b) Preferred: Canadian
IV. GUARANTEED INVESTMENT CERTIFICATES
13
SCHEDULE "B" to the Agreement made 30th day of September, 2002, among the
American Home Assurance Company, Commercial Underwriters Insurance Company,
Royal Trust Corporation of Canada, and the Superintendent of Financial
Institutions Canada.
DECLARATION
WHEREAS Royal Trust Corporation of Canada, a trust company incorporated under
the laws of Canada and having its chief office or place of business for Canada
in the City of Toronto, in the Province of Ontario, has been appointed pursuant
to the Agreement made the 30th day of September, 2002, among American Home
Assurance Company, Commercial Underwriters Insurance Company, Royal Trust
Corporation of Canada, and the Superintendent of Financial Institutions Canada
(the "Agreement") as Trustee for the purposes of the Agreement.
NOW THEREFORE IT IS WITNESSED that the said Trust Company, as such Trustee,
hereby acknowledges and declares that it now holds, in accordance with and
subject to the terms and provisions of the Agreement, assets the total accepted
values of which, as at , 20 , based on the values as last
determined by the requirements of the Agreement, are summarized below and
details in respect of which are set forth in the diskette accompanying this
Declaration and that the said Trustee declares that it will continue to hold
said assets under and subject to all the terms and provisions of the said
Agreement.
DATED at the City of this day of , 20 .
TRUST COMPANY
-------------------------
INSURANCE COMPANY ACCEPTED VALUE
INSTITUTION CODE FULL COMPANY NAME BOOK MARKET
---------------- ----------------- ---- ------
14
CONSENT TO ASSIGNMENT
TO: ROYAL TRUST CORPORATION OF CANADA (THE "ASSIGNOR")
RE: TRANSFER OF THE INSTITUTIONAL INVESTOR SERVICES BUSINESS TO RBC DEXIA
INVESTOR SERVICES TRUST IN CONNECTION WITH THE JOINT VENTURE TRANSACTION
TO BE COMPLETED BETWEEN ROYAL BANK OF CANADA AND DEXIA BANQUE
INTERNATIONALE A LUXEMBOURG (THE "TRANSACTION")
--------------------------------------------------------------------------------
Subject to completion of the Transaction, the undersigned hereby consents to the
assignment by the Assignor of all of its rights, title, benefit and interest in,
to and under all of the agreements entered into between the undersigned and the
Assignor prior to the Closing Date (as defined below) and described in Schedule
"A" attached hereto (collectively, the "AGREEMENTS") to a new trust company to
be formed under the laws of Canada, RBC Dexia Investor Services Trust ("RBC
DEXIA TRUST"), and an assumption by RBC Dexia Trust of all of the Assignor's
obligations and liabilities thereunder in accordance with the terms of the
Agreements, from and after the closing date of the Transaction (the "CLOSING
DATE").
With effect from the Closing Date, the Agreements shall be read and construed as
if all references to the Assignor were deleted and replaced by references to RBC
Dexia Trust and all other terms, conditions, covenants and obligations under the
Agreements shall continue in full force and effect, unamended by this assignment
and assumption.
This Consent shall be conditional upon and effective as of the Closing Date.
Dated this 21st day of December, 2005.
ALLIED WORLD ASSURANCE COMPANY (U.S.) INC.
BY: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------------
NAME: XXXXXXX X. XXXXXX
TITLE: PRESIDENT
Page 1 of 2
SCHEDULE "A"
Foreign Reinsurance Trust Agreement dated September 30, 2002 between Allied
World Assurance Company (U.S.) Inc. (formerly Commercial Underwriters Insurance
Company) and American Home Assurance Company and Royal Trust Corporation of
Canada and The Superintendent of Financial Institutions.
Reinsurance Custody Agreement dated September 30, 2002 between Allied World
Assurance Company (U.S.) Inc. (formerly Commercial Underwriters Insurance
Company) and Commerce and Industry Insurance Company of Canada and Royal Trust
Corporation of Canada.
