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Assignment of syndicate participations

Assignment of syndicate participations

Agency Agreements Byelaw, paragraph 14

1.1 A nomination such as is referred to in clause 11A.2 of an agreement in the terms of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member) may be made only:

(a) under arrangements approved by the Council for the purposes of this subparagraph [1.1(a)] for facilitating agreements for such nominations and for second nominations, whether by the pooling or matching of offers to enter into such agreements or otherwise;

(b) under an approved conversion arrangement under Conversion and Related Arrangements;

(c) under a scheme approved by the Council for the purposes of this sub- paragraph [1.1(c)] providing for the nomination of a corporate member to underwrite as a member of a syndicate or syndicates in substitution for another person or persons and for such person or persons to acquire shares in or other securities of that corporate member or any holding company (within the meaning of section 1159 of the Companies Act 2006) of that corporate member or any body corporate which is connected with the corporate member in a manner determined by the Council for the purposes of this sub-paragraph [1.1(c)];

(d) for the purpose of ensuring that all underwriting members who participate in a MAPA for a year of account participate in all the syndicates to which the MAPA relates and that their member’s syndicate premium limits (ignoring any part of such limits allocated otherwise than through the MAPA) bear the same proportion to each other for each such syndicate;

(e) where the member of the Society making the nomination and the member nominated are corporate members which are controlled by the same person;

(f) where the member of the Society making the nomination is an individual (A) or a corporate member of which A is a parent undertaking, and the member nominated is either (i) a close relative of A, (ii) a corporate member of which A is a parent undertaking, or (iii) a corporate member of which a close relative of A is a parent undertaking; or

(g) with the express permission of the Council.

Agency Agreements Byelaw, paragraph 14(1)

1.2 The Council shall have power:

(a) to approve any such arrangements as are referred to in sub-paragraph [1.1(a)] above;

(b) to approve any such scheme as is referred to in sub-paragraph [1.1(c)] above;

(c) to prescribe, for the purposes of sub-paragraph [1.1(d)] above, conditions or requirements relating to the exercise of the rights referred to in that subparagraph, including conditions or requirements limiting the extent to which or the circumstances in which rights referred to in that sub-paragraph are to be exercised by the operator of a MAPA;

(d) to approve the making of any such nomination as is referred to in sub-paragraph [1.1] above or second nominations, whether by way of exception to the terms of any such approval as is referred to in sub-paragraph [1.1](a) or (c) above or to any such limits as are referred to in sub-paragraph [1.1](d) above or otherwise;

(e) for the purposes of any provision of any agreement in the terms of any of the standard agreements which refers to a date or dates to be prescribed by the Council in connection with procedures for the exercise of rights to make such a nomination as is referred to in sub-paragraph [1.1] above, to prescribe such date or dates.

Agency Agreements Byelaw, paragraph 14(2)

1.3 Approval may be granted under sub-paragraph [1.2] above either individually or in respect of arrangements or schemes of such descriptions as the Council may specify, and such approval may in either case be subject to compliance with such conditions and requirements as the Council may prescribe or impose.

Agency Agreements Byelaw, paragraph 14(3)

Rights of managing agents with respect to assignment of syndicate participations

Agency Agreements Byelaw, paragraph 15

2.1 Subject to sub-paragraph [2.5] below, where an underwriting member has nominated another underwriting member to underwrite as a member of a syndicate under clause 11A of an agreement in the terms of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member), the Council may on the application of the managing agent of the syndicate direct that effect shall not be given to the nomination.

Agency Agreements Byelaw, paragraph 15(1)

2.2 The Council may prescribe such conditions and requirements with respect to applications under this paragraph as it thinks fit.

Agency Agreements Byelaw, paragraph 15(2)

2.3 Without limiting the generality of sub-paragraph [2.2] above, any conditions and requirements under that sub-paragraph:

(a) may prescribe the time by which or period within which such an application must be made;

(b) may specify the form in which such an application must be made;

(c) may require that persons considered by the Council to be affected by such an application be notified of it and be afforded the opportunity to make representations to the Council.

Agency Agreements Byelaw, paragraph 15(3)

2.4 If the Council grants an application made under this paragraph it may give such supplementary and consequential directions as appear to it to be appropriate.

Agency Agreements Byelaw, paragraph 15(4)

2.5 An application may be made under this paragraph in respect of a nomination made under any arrangement or scheme validated by the Council for the purposes of subparagraph (a) or (c) of paragraph [1.1], or any validated conversion arrangement (as defined in Conversion and Related Arrangements) only to the extent (if any) expressly provided in any conditions and requirements prescribed or imposed by the Council pursuant to paragraph [1.3] above or pursuant to Conversion and Related Arrangements.

Agency Agreements Byelaw, paragraph 15(5)