- Type of Publication: Form
- Revised: October 3, 2002
THIS AGREEMENT made in triplicate on the Line to fill out ______ day of Line to fill out_______________ , 20 Line to fill out__
Line to fill out ______________________________ , a corporation duly organized
and existing under the laws of Line to fill out ______________________
(hereinafter called the "Company")
Line to fill out_______________________________ , a trust company
incorporated under the laws of Line to fill out _____________________ and licensed to
do business in the Province of Line to fill out__________________
(hereinafter called the "Trustee")
The Superintendent of Financial Institutions
(hereinafter called the "Superintendent")
WHEREAS the Company is authorized under the Insurance Companies Act
("Act") to insure in Canada risks;
WHEREAS the Act requires a company authorized under the Act to insure in Canada risks to maintain assets in Canada having a total value determined in accordance with the
Act and the regulations made pursuant to the Act;
WHEREAS the Act defines "assets in Canada" as meaning all assets that have
been vested in trust for a company under and for the purposes of the Act;
WHEREAS the Act requires a company to vest the assets in trust in a Canadian
financial institution chosen by the company; and
WHEREAS the Act provides that the trust deed under which the assets shall be
vested must be approved by the Superintendent before it is entered into.
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:
1. APPOINTMENT OF TRUSTEE
The Company appoints as trustee the Trustee to hold in trust for the purposes of the
Insurance Companies Act ("Act") such assets as the Company may vest in trust with the
Trustee in accordance with the terms of this Agreement.
2. OSFI FORM NO. 542 (OCTOBER 2002)
The terms and conditions set out in OSFI Form No. 542 (October 2002) – Terms and
Conditions of Standard Form Trust Agreement are incorporated into, and shall form a
part of, this Agreement and any reference herein to "this Agreement" means this
Agreement including those terms and conditions.
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 Line to fill out _____________________ under the rules governing participation
in Line to fill out ______________________ on an asset deposited, and recorded in book-based form,
with Line to fill out ______________________. The Trustee shall have no responsibility for ensuring
that assets vested in trust are free of all liens, charges and encumbrances of any nature.
4. ASSETS IN TRUSTEE'S NAME
- Subject to subparagraphs (b) and (c), Text for screen readers: b and c = 2 and 3,, the Trustee shall register in its name or,
subject to the written approval of the Superintendent, in the name of its nominee,
any asset vested in trust that can be issued in registered form.
- Where the vested asset is not registered in the name of the Trustee, the vested
asset shall be registered in the name of a nominee with an account number or
other designation in the records of the Trustee sufficient to establish that the
beneficial ownership of the vested asset is the trust established under this
- With the prior approval in writing of the Superintendent, the Trustee shall not be
required to register in its name, mortgages on real estate acquired by or on behalf
of the Company under an agreement whereby the mortgages are to be
administered by a third party.
- Assets authorized under paragraph 5 to be deposited with
- Line to fill out ______________________ may be registered in accordance with the rules of
- Line to fill out ______________________ governing registration.
5. APPROVED DEPOSITORIES
- Unless the Superintendent otherwise directs the Trustee in writing, the Trustee
may deposit any of the assets vested in trust with Line to fill out ______________________
- Unless the Superintendent otherwise directs the Trustee in writing, the Trustee
may deposit any of the assets vested in trust with Line to fill out ____________________ under a
separate custodial agreement between the Trustee and the custodian, and shall
have the same responsibility for assets vested in trust whether in the possession of
the Trustee or deposited with Line to fill out ______________________________ as though the
assets had remained in the possession of the Trustee.
- This Agreement may be amended only by a written agreement executed by the
Company, the Trustee and the Superintendent.
- The Company and the Trustee shall make those amendments to this Agreement
that the Superintendent reasonably requires.
- Notices under this Agreement shall be served either
- 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 addressee when actually delivered as
- 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 hereinafteotices sr given. No served shall
be deemed received by the addressee:
- when actually received by the addressee if received within the
normal working hours of the addressee's business day; or
- at the commencement of the next ensuing business day following
transmission thereof, whichever is the earlier; or
- 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
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).
- Unless changed by written notice to the other parties, the address for services of
notices hereunder of each of the respective parties shall be as follows:
- Company: (Must be the Chief Agent's Address in Canada)
- Superintendent of Financial Institutions
- 16th Floor, Kent Square
- 255 Albert Street
- Ottawa, Ontario
- K1A 0H2
- Attention: Assistant Superintendent, Supervision
- Facsimile: 613-952-8219
- In this Agreement, "notice" means any approval, direction, waiver, certification or
notice that may be given under this Agreement.
8. EXECUTION IN COUNTERPART
This Agreement may be executed and delivered in counterparts, each of which, when so
executed and delivered, being deemed to be an original; all counterparts together shall
constitute one and the same agreement.
9. PARTIAL INVALIDITY
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,
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.
10. EFFECTIVE DATE
This Agreement shall take effect on the day that it is executed by the Superintendent.
11. PROPER LAW
This Agreement shall be governed by the laws of the Province of Line to fill out _____________________
and the federal laws of Canada applicable therein.
No waiver by any party of any breach of any of the covenants, provisos, conditions,
restrictions or stipulations of this Agreement shall take effect or be binding upon that
party unless expressed in writing under the authority of that party and approved in writing
by the Superintendent and any waiver so given and approved shall extend only to the
particular breach waived and shall not limit or affect any rights with respect to any other
13. FURTHER ASSURANCES
Each of the parties hereto shall execute and deliver all instruments and assurances and do
all other acts and things as are necessary to give full effect to and carry out its respective
obligations under this Agreement.
14. EXISTING AGREEMENT(S)
This Agreement supersedes and replaces that (those) Trust Agreement(s) made as of the
Line to fill out _____day of Line to fill out _______________, Line to fill out ________ .
15. APPROVAL OF SUPERINTENDENT
In accordance with subsection 611(3) of the Act, the Superintendent approves this Trust
Paragraph headings and other headings or captions or the index or the title to this Agreement shall not be used in construing or interpreting any provision of this Agreement or the relationship of the parties to this Agreement.