EX-25.5

Troy L. Kilpatrick, President

Frank P. Sulzberger, Director

Directors (Trustees)

William D. Lindelof, Director

EX-25.5 15 d646834dex255.htm EX-25.5 EX-25.5

Exhibit 25.5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

The Bank of New York Mellon Trust Company, N.A.

(Exact name of trustee as specified in its charter)


N/A		95-3571558
(State of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

400 South Hope Street, Suite 400 Los Angeles, California		90071
(Address of principal executive offices)		(Zip code)

Legal Department

The Bank of New York Mellon Trust Company, N.A.

One Wall Street, 15^th Floor

New York, NY 10286

(212) 635-1270

(Name, address and telephone number of agent for service)

AXIS Specialty Finance PLC

(Exact name of obligor as specified in its charter)

United Kingdom

98-1148840

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

AXIS Capital Holdings Limited

(Exact name of guarantor obligor as specified in its charter)


Bermuda		98-0395986
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

92 Pitts Bay Road Pembroke HM 08, Bernuda
(Address of principal executive offices)		(Zip code)

Senior Debt Securities

(Title of the indenture securities)

Item 1.

General information.

Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Comptroller of the Currency – United States Department of the Treasury		Washington, D.C. 20219

Federal Reserve Bank		San Francisco, California 94105

Federal Deposit Insurance Corporation		Washington, D.C. 20429

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10)

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

Not applicable.

The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

Not applicable.

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 13th day of January, 2014.


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By:		/s/ Michael Countryman
Name:		Michael Countryman
Title:		Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION

of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

At the close of business September 30, 2013, published in accordance with Federal regulatory authority instructions.


		Dollar Amounts in Thousands
ASSETS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			1,319
Interest-bearing balances			241
Securities:
Held-to-maturity securities			0
Available-for-sale securities			725,987
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold			83,000
Securities purchased under agreements to resell			0
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases, net of unearned income	0
LESS: Allowance for loan and lease losses	0
Loans and leases, net of unearned income and allowance			0
Trading assets			0
Premises and fixed assets (including capitalized leases)			4,612
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			0
Direct and indirect investments in real estate ventures			0
Not applicable
Intangible assets:
Goodwill			856,313
Other Intangible Assets			137,762
Other assets			126,539

Total assets		$	1,935,773


LIABILITIES

Deposits:
In domestic offices		651
Noninterest-bearing	651
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		0
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		242,219
Total liabilities		242,870
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		1,121,790
Not available
Retained earnings		567,244
Accumulated other comprehensive income		2,869
Other equity capital components		0
Not available
Total bank equity capital		1,692,903
Noncontrolling (minority) interests in consolidated subsidiaries		0
Total equity capital		1,692,903

Total liabilities and equity capital (sum of items 21 and 28)		1,935,773

I, Cherisse Waligura, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Cherisse Waligura ) CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.