Exhibit 10.46
REINSURANCE CUSTODY AGREEMENT
THIS MEMORANDUM OF AGREEMENT made and entered into this 30th day of September,
2002.
BETWEEN: COMMERCE & INDUSTRY INSURANCE COMPANY OF
CANADA (hereinafter referred to as the
"Company")
OF THE FIRST PART
COMMERCIAL UNDERWRITERS INSURANCE COMPANY
(hereinafter referred to as the "Reinsurer")
OF THE SECOND PART
- and -
ROYAL TRUST CORPORATION OF CANADA,
(hereinafter referred to as "Royal Trust")
OF THE THIRD PART
WHEREAS the Company has entered into an agreement of reinsurance (the
"Reinsurance Agreement") with the Reinsurer under which the Company has ceded to
the Reinsurer and the Reinsurer has agreed to reinsure certain specified
insurance policies;
AND WHEREAS the Company wishes to have deposited with Royal Trust certain
securities to be held by Royal Trust as security for the obligations of the
Reinsurer to the Company under the agreement of reinsurance.
NOW THEREFORE in consideration of these premises and the mutual covenants and
agreements hereinafter set forth, the parties hereby agree as follows:
1. DEPOSIT
The Reinsurer hereby agrees to deposit with Royal Trust under the terms
and conditions of this Agreement as security for the obligations of the
Reinsurer under the Reinsurance Agreement assets which shall at all times
be of an aggregate value, determined as hereinafter provided, at least
equal to 115% of the unearned premium, outstanding losses and incurred but
not reported losses (IBNR) on the risks ceded under the Reinsurance
Agreement.
2. STATEMENT
The Company shall furnish to the Reinsurer and to Royal Trust within
forty-five (45) days after the close of each calendar quarter during which
this Agreement is in force a statement showing the Reinsurer's share of
any unearned premiums and losses outstanding (including losses incurred
but not reported) and the amount of the aggregate value of assets which is
required hereby to be maintained on deposit as of the end of such quarter.
If the amount then on deposit is less than the required amount as shown by
the statement, the Reinsurer shall deposit assets equal in value to the
difference between the required amount of the deposit and the amount then
on deposit within ten (10) days after delivery of such statement.
3. RESERVE VALUATION
In the event of any dispute by the Reinsurer with respect to the reserves
established by the Company, both parties agree to independent arbitration.
First the issue in dispute will be referred to an independent consulting
actuary. The Company will make its files available to the independent
consulting actuary. Should the findings of the independent actuary fail to
satisfy either party the matter will be referred to arbitration in
accordance with Section 22 hereof.
4. WITHDRAWAL
The Reinsurer shall have the right at any time to withdraw from the
deposit under this Agreement cash and other assets on deposit to the
extent that the aggregate value of all assets on deposit is in excess of
the value of assets required to be on deposit as shown on the last
statement received from the Company under Section 2 of this Agreement.
Royal Trust shall not permit any such withdrawal to the extent that the
aggregate value of assets remaining on deposit would thereby become less
than the required amount as shown on such statement, without the prior
written approval of the Company. Royal Trust shall provide prompt notice
to the Company of any withdrawal of assets by the Reinsurer pursuant to
the foregoing. Notwithstanding, Royal Trust without limiting the
generality of the foregoing, shall seek prior written approval of the
Company in connection with any requests by the Reinsurer for withdrawal of
deposits under this Agreement.
5. NATURE OF DEPOSIT AND CUSTODIAL SERVICES
The assets maintained on deposit by or on behalf of the Reinsurer shall
consist only of cash and investments authorized under Section 433 of the
INSURANCE ACT OF ONTARIO, 1990 RSO "THE ACT". For the purposes of
determining their aggregate value as required by Section 1 of this
Agreement, such assets shall be valued at the time of deposit and at any
time thereafter at the then current fair market value thereof.
5.1. Royal Trust shall register in its name or in the name of its nominee
any asset that can be issued in registered form and such assets are
to be held in Ontario in safekeeping on behalf of Ontario
policy-holders pursuant to the Act.
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5.2. Notwithstanding the foregoing, assets may be held through the
nominee of the Canadian Depository for Securities Limited (CDS) and
Royal Trust shall have the same responsibility for assets whether in
this possession or deposited with CDS.
5.3. Subject to the terms of this Agreement, Royal Trust is specifically
authorized and empowered, but only to the extent required to fulfill
its obligations hereunder:
(a) to settle on behalf of the Fund the purchase and sale of
securities, currencies or other property pursuant to
directions from the Reinsurer or a duly authorized Investment
Manager;
(b) to take all reasonable steps to collect and receive all
income, principal, dividends and other payments and
distributions when due in respect of any property of the Fund
in its custody and promptly credit all cash receipts received
by it for the account of the Fund;
(c) to enter into and settle foreign exchange transactions on
behalf of the Fund for purposes of facilitating settlement of
trades of securities or other property of the Fund, and any
such transactions may be entered into with such counterparties
as Royal Trust may choose in its sole discretion including its
affiliates or Restricted Parties;
(d) to process on behalf of the Fund such ownership and other
documents as may be required to obtain payment of income,
principal, dividends or other distributions with respect to
the property of the Fund in its custody;
(e) unless and until instructed otherwise by the Reinsurer, to
exercise all voting and other rights appurtenant to or
available in respect of any securities or other property
forming part of the Fund;
(f) in the event of overdraft as a result of securities
settlement, to borrow (including the right to borrow from
itself or any of its affiliates or Restricted Parties) money
against the assets of the Fund, on such terms and conditions
as Royal Trust may determine, provided that the principal of
and interest charged on such borrowing shall be paid out of
the Fund and shall constitute a charge against the Fund until
paid;
(g) on instructions from the Reinsurer to purchase, hold, sell or
exercise call or put options on securities, indices of shares
or other securities, financial and stock index futures
contracts, securities or currency futures or forward contracts
or other financial or derivative instruments, all whether or
not any such options, indices, contracts or instruments are
traded on a regular exchange;
(h) to do all such acts, take all such proceedings and exercise
all such rights and privileges, although not specifically
mentioned herein, as Royal Trust may deem necessary to carry
out its powers and obligations under this Agreement.
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5.4. For greater certainty, it is hereby confirmed that Royal Trust shall
have no responsibility for the investment management of the
securities or other property of the Fund or for any investment
decisions save and except for carrying out the instructions given to
it pursuant to Section 2 of this Agreement. If, at the Reinsurer's
request, Royal Trust should agree to appear in, prosecute or defend
any legal or equitable proceeding, either in its own name or in the
name of its nominee, Royal Trust shall first be indemnified to its
satisfaction.
5.5. Royal Trust may retain cash balances from time to time on hand in
the Fund and may, in its sole discretion:
(a) hold the same on a pooled basis in a pooled trust fund, pay
interest thereon at the rate from time to time established by
Royal Trust and paid with respect to cash balances so held for
similar accounts;
(b) hold such cash balances on deposit with a bank or such other
deposit taking institution in Ontario, including itself or its
affiliates or Restricted Parties, in such interest bearing
account as Royal Trust in its discretion may determine;
(c) invest such cash balances in guaranteed investment
certificates of itself or any of its affiliates or Restricted
Parties; or
(d) invest such cash balances in units of such short term
investment funds as may be established by Royal Trust or its
affiliates by declaration of trust or otherwise provided a
copy of the applicable declaration of trust or other
constating document as provided to the Reinsurer.
5.6. Royal Trust shall, in jurisdictions where settlement practices
permit, credit the Fund, in connection with the receipt by the Fund
of interest or dividends or the sale or redemption of any security
held by the Fund, and debit the Fund, in connection with the
purchase of any security by the Fund, on the Contract Date (as
defined below) with respect thereto, whether or not such funds have
been received, or payment made, by the Contract Date; provided,
however, that if after a reasonable time (as determined by Royal
Trust) following the Contract Date any such payment or receipt shall
fail to take place for any reason other than the failure of Royal
Trust to make payment against delivery or delivery against payment,
all related credits and debits shall be reversed and adjusted to
reflect the failure of the transaction to take place.
"Contract Date" means:
(a) with respect to the purchase or sale of any bond or stock, the
contractual settlement date, or three business days after
Royal Trust receives notice in writing of the trade, whichever
is the later;
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(b) with respect to the purchase or sale of any short term money
market investments, the date specified by the Company at the
time at which it gave instructions to Royal Trust;
(c) with respect to the maturity of a security, the maturity date;
and
(d) with respect to interest and dividend payments, the due date
established by the payer.
6. CUSTODIAN'S SCHEDULE
Royal Trust shall furnish to the Company and the Reinsurer, as soon as
possible but not less than thirty (30) days after the end of each calendar
quarter, a schedule of the assets held by Royal Trust under this
Agreement, giving their fair market values, if available, from sources
considered reliable by Royal Trust. Within ten (10) days after receipt
from the Company of each quarterly report showing the amount of the
aggregate value of assets required under Section 1 of this Agreement, the
Reinsurer shall make sure additions to the deposit held hereunder as may
be necessary to maintain the amount so required. The Company and the
Reinsurer shall each have the right to annually audit the records and
holdings of Royal Trust with respect to this Agreement.
7. SUPERINTENDENT OF INSURANCE
Royal Trust shall, at such times as may be required by the Superintendent
of Insurance for Ontario (the "Superintendent"), furnish the
Superintendent with a statement of such assets as it may be holding at the
time under this Agreement and shall permit the Superintendent and his
authorized representatives to examine the assets held by it from time to
time as the Superintendent may deem necessary.
In the event that the Superintendent requires at any time or times any
amendment. alteration or change to be made to this Agreement, each of the
Company, the Reinsurer and Royal Trust agrees to execute and deliver at
any time or times an agreement in such form as may be required to effect
such amendment, alteration or change forthwith upon receipt by the Company
from the Superintendent of a written notice requesting such amendment,
change or alteration.
8. SUBSTITUTION
The Reinsurer shall have the right at any time to direct Royal Trust to
exchange with the Reinsurer cash or other assets on deposit under this
Agreement for cash or other assets authorized for deposit under Section 4
of this Agreement, at their then fair market value, or it may sell any
assets on deposit against the receipt by Royal Trust of their fair market
value and to reinvest the proceeds of such sale in assets authorized for
deposit under Section 5 hereof. Upon receipt of Royal Trust of any such
directions of the Reinsurer, Royal Trust shall provide prompt notice
thereof to the Company.
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9. EXCULPATION
Royal Trust agrees to receive all obligations, other documents, and cash
forming the deposit under this Agreement transmitted to it by or on behalf
of the Reinsurer and to hold such obligations, documents, and cash in a
safe and convenient place. Royal Trust is hereby authorized to hold such
assets in its own name or in the name of its nominee, and to commingle any
authorized deposit of cash with its own funds, provided suitable account
identification is maintained. Royal Trust shall be responsible for the
sufficiency, correctness, genuineness, and validity of any asset or
instrument purchased and held by Royal Trust as instructed by the
Reinsurer subject to Section 5 hereof but the foregoing responsibility
shall not apply to assets or instruments not purchased by Royal Trust.
This Custodian shall not have any obligations to verify the aggregate
amount of such assets required under this Agreement at any time. Except as
it may receive instructions from the Reinsurer for delivery of assets in
withdrawal or substitution under Sections 4 or 7 of this Agreement, or
from the Company for transfer of assets under Section 18 of this
Agreement, or from the appropriate party or of a successor Custodian under
Section 19 of this Agreement or appointment of a successor Custodian under
Section 16 of this Agreement, Royal Trust shall be under no duty or
responsibility with respect to this Agreement except to hold such
obligations and other documents and cash in accordance with the terms of
this Agreement, and Royal Trust shall be liable only for its own
negligence or willful misconduct.
10. INCOME
The Reinsurer shall have the right to receive all payments of interest,
dividends, and other income or assets on deposit under this Agreement.
Royal Trust shall be responsible for the collection of any income on
assets or instruments it purchases and holds in accordance with the
instructions of the Reinsurer under Section 8 hereof but Royal Trust shall
not have such responsibility for assets or instruments it has not
purchased. Royal Trust shall, however remit to the Reinsurer any interest,
dividend or other income payments received by Royal Trust with respect to
such assets subject to the prior written direction from the Company.
11. ASSESSMENTS
Royal Trust shall pay out of deposits under this Agreement all brokerage
commissions, taxes and other assessments levied or assessed under
applicable existing or future laws against Royal Trust or the deposits
under this Agreement and shall withhold from payments out of the deposits
under this Agreement all taxes and other assessments required by any
applicable law to be so withheld; provided that Royal Trust shall review
all tax levies and assessments with a view to determining the
applicability and correctness thereof and, in cases where there is any
doubt, shall forthwith notify the Reinsurer so that, as far as
practicable, there will be sufficient time for discussion and, where
appropriate, appeal of any questionable levy or assessment.
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12. ASSIGNMENT
The Reinsurer shall, upon deposit of any and all assets under this
Agreement, execute such assignments, endorsements in blank, powers of
attorney, and any other documents as Royal Trust may reasonably require in
order to enable Royal Trust to hold such assets in its own name or in the
name of its nominee, or to permit Royal Trust to effect transfer of such
assets to the Company in the event that demand for such transfer is given
under Section 14 of this Agreement. The Company shall also furnish Royal
Trust with such other and further documents as Royal Trust may from time
to time reasonably require for the same purpose.
13. USE OF DEPOSIT
The Company agrees that the assets of the Reinsurer deposited with Royal
Trust under this Agreement or the proceeds thereof shall be available for
use by the Company or its successors in interest only for the following
purposes and none other, and only in the event that the Reinsurer shall
default in an obligation under the Reinsurance Agreement or this
Agreement:
(a) To reimburse the Company for the Reinsurer's share of claims or
losses incurred under the policies reinsured, and of the adjustment
expenses applicable thereto, as set out in the Reinsurance
Agreement; and
(b) to reimburse the Company for the Reinsurer's share of premiums
refunded by the company by reason of cancellation of coverages
reinsured, as set out in the Reinsurance Agreement.
14. DEMAND FOR DEPOSIT
Upon written demand by the Company, for any one or more of the purposes
set forth in Section 13 of this Agreement, Royal Trust shall, after the
expiration of ten (10) days from the date of receipt of such demand,
transfer to the Company the assets specified in such demand, and deliver
the physical custody thereof to the Company in accordance with
instructions contained in such demand, in return for which the Company
shall execute such receipts and releases as Royal Trust may reasonably
require for the protection of all parties concerned. Notice of such demand
shall concurrently be furnished by the Company to the Reinsurer, and if
the Reinsurer shall have reason to dispute such demand, the Reinsurer
shall, within ten (10) days after receipt of demand by Royal Trust, so
notify the Company and Royal Trust. In such case the transfer of any
assets to the Company by Royal Trust shall be held in abeyance pending
resolution of the dispute by agreement of the parties or otherwise. Royal
Trust shall be under no liability and shall be fully protected for any
transfer or delivery made by it pursuant to such written demand of the
Company, unless Royal Trust has received timely notice of dispute as
hereinbefore provided. Upon transfer of any asset to the Company in
accordance with this section, it shall be valued at the then current fair
market value thereof and the Company shall account for it thereafter to
the Reinsurer solely as a liability due the Reinsurer under the
Reinsurance Agreement in an amount equal to such value, against which the
Company
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shall charge the reimbursements provided for in Section 13 of this
Agreement to the extent that such reimbursements are not offset by amounts
currently due to the Reinsurer from the Company.
15. INDEMNITY
The Reinsurer agrees to pay all costs or fees charged by Royal Trust for
acting as custodian under the terms of this Agreement, and to indemnify
and hold harmless Royal Trust for acting as custodian under the terms of
this Agreement, and to indemnify and hold harmless Royal Trust from any
costs, damages, expenses, or claims, including fees for legal services
which Royal Trust may incur or sustain as a result of or arising out of
this Agreement of Royal Trust's duties with respect thereto, except as to
matters with respect to which Royal Trust is held liable under the terms
of this Agreement. The indemnities contained in this section shall survive
the termination of this Agreement.
16. NOTICES AND DIRECTIONS
16.1. All directions, orders, requests, instructions and objections
(collectively "communications") of the Company and or the Reinsurer
given to Royal Trust hereunder shall be in writing and signed by an
authorized officer, person or other representative of the Company or
the Reinsurer. The Company and the Reinsurer shall from time to time
furnish Royal Trust with a certificate signed by the President, a
Vice-President or the Secretary of the Company stating the name(s)
of the authorized officer(s) of the Company and the Reinsurer and of
any other person(s) or representative(s) so authorized to act on
behalf of the Company and the Reinsurer at the time specified in
such certificate, together with specimen signatures of all such
officers, persons or representatives, and Royal Trust shall be
entitled to rely upon the identification of such persons as
specified in such certificate as the persons entitled to act on
behalf of the Company and the Reinsurer for the purposes of this
Agreement until a later certificate respecting the same is delivered
to Royal Trust. In addition to the foregoing communications may also
be given, in an agreed upon code if code is requested by the Company
or the Reinsurer, by telegram, telegraph, telex, telefax, directly
between electro-mechanical or electronic terminals or devices or by
telephone (verbal) confirmed forthwith by telegram, telegraph,
telex, telefax or letter and, when so given, shall be deemed to have
been effectively and sufficiently given for all purposes of this
Agreement.
16.2. The Reinsurer may designate a person or persons as an investment
manager ("Investment Manager") and shall advise Royal Trust of any
such designation. Any instructions from an Investment Manager so
designated, for the purposes hereof, shall be deemed to be
instructions of the Reinsurer and shall be governed by the foregoing
provisions.
16.3. Royal Trust shall act in accordance with communications given in
accordance with Section 16.1 and 16.2 and shall, in acting in
accordance with same, be fully protected and absolved from any and
all liability howsoever arising.
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16.4. The Company and Reinsurer agrees to deliver to Royal Trust the names
of the authorized signatories of the Company and the Reinsurer and
to keep Royal Trust informed as to any changes in the authorized
signatories. Any restrictions or limitations on the powers and
authority of any authorized signatory shall be communicated to Royal
Trust in writing and signed by the President, a Vice-President or
the Secretary of the Company and Reinsurer.
16.5. All communications required or permitted hereunder shall be validly
given if delivered personally, or if sent by prepaid ordinary mail
or if transmitted by telegram, telegraph, telex, telefax or
telephone as follows:
(a) in the case of Royal Trust:
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
Telephone: (000) 000-0000
Telefax: (000) 000-0000
(b) in the case of the Company:
Commerce & Industry Insurance Company of Canada
000 Xxxxxxxxxx Xxxxxx West, 9th Floor
Toronto, Ontario
M5J 1H8
Attention: VP & Comptroller
Telephone: (000) 000-0000
Telefax: (000) 000-0000
(c) In the case of the Reinsurer:
Commercial Underwriters Insurance Company
000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
XXX
Attention: Xxxx Xxxxxxxx, Assistant VP, Lexington
Insurance
Telephone: (000) 000-0000
Telefax: (000) 000-0000
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17. EFFECTIVE DATE
This Agreement shall take effect upon execution by all of the parties and
shall thereafter continue in effect and be binding upon all of the parties
hereto and their successors or assigns so long as the Reinsurer shall be
liable as reinsurer under the terms and provisions of the agreement of
reinsurance for contractual liability insurance policies.
18. SUCCESSOR CUSTODIAN
The Company and the Reinsurer may by written agreement and upon giving
thirty (30) days notice to Royal Trust appoint a successor custodian.
19. RESIGNATION OF CUSTODIAN
Royal Trust may at any time, by ninety (90) days notice given to the other
parties hereto, resign from all responsibilities under this Agreement, but
such resignation shall in no event take effect until the Reinsurer and the
Company shall have appointed a successor custodian by mutual written
agreement, except that in all events the resignation will take effect
within twelve months following notice of resignation.
20. TERMINATION OF AGREEMENT
Upon termination of this Agreement by termination of all of the
Reinsurer's liabilities as reinsurer, Royal Trust in exchange for a
written receipt from the Reinsurer approved by the Company shall deliver
the assets then held by it under this Agreement to the Reinsurer. Upon
appointment of a successor custodian, Royal Trust shall deliver such
assets in accordance with the joint instructions of the Company and the
Reinsurer in return for releases executed by those parties with respect to
any claims against Royal Trust other than claims based on Royal Trust's
negligence or willful misconduct. In either such event, Royal Trust shall
also execute such assignments, endorsements in blank, powers of attorney
and any other documents to effect delivery and transfer of such assets as
the Reinsurer or the Company may reasonably require in order to effect
transfer of such assets to the Reinsurer or the successor custodian, as
the case may be.
21. GOVERNING LAW
This Agreement shall be deemed to have been made under and shall be
governed by the laws and decisions of the Province of Ontario in all
respects including matters of construction, validity and performance.
22. ARBITRATION
In the event of any dispute arising under this Agreement, either the
Company or the Reinsurer may elect that such dispute be resolved by
arbitration. In order to make such an election, such party must select an
arbitrator and give notice to the other of its election and of the name
and address of the arbitrator so selected. Within ten (10) days after
receiving that notice the other party shall select an arbitrator and give
the first party notice of the name and address of said arbitrator. Within
ten (10) days thereafter the two
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arbitrators so selected shall select a third arbitrator. The decision of
the arbitrator shall be final and not subject to appeal.
23. AMENDMENTS
This Agreement constitutes the entire understanding of the parties hereto
with respect to the subject matter hereof and no amendment, modification
or alteration of the terms hereof or termination of this Agreement prior
to the time provided for herein shall be binding unless the same be in
writing signed by the Company and the Reinsurer. No such action shall
prejudice any right of Royal Trust under this Agreement without its
consent.
24. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon the successors and assigns of the
respective parties hereto.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their duly authorized officers.
COMMERCE & INDUSTRY INSURANCE COMPANY OF CANADA
/s/ Xxx Xxx
-------------------------------------------------
Xxx Xxx, Vice President & Comptroller
/s/ Xxxx XxXxxxxx
-------------------------------------------------
Xxxx XxXxxxxx, President & C.O.O.
COMMERCIAL UNDERWRITERS INSURANCE COMPANY
/s/ Xxxxxxx X. Xxxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxxx, President
-------------------------------------------------
ROYAL TRUST CORPORATION OF CANADA
/s/ Xxxx Xxxxxx
-------------------------------------------------
Xxxx Xxxxxx
Client Service Manager
RBC Global Services, IIS
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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
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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
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