Document Properties
- Type of Publication: Form
- Revised: October 17, 2002
1. AUTHORIZED ASSETS
The Company shall vest in trust with the Trustee under this Agreement only 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 Insurance Companies Act ("Act") in force from time to time while this
Agreement is in force. The Trustee shall have no responsibility for ensuring that assets
vested in trust are so authorized.
2. ASSETS VESTED IN TRUST
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Subject to subparagraph 6(b), Text for screen readers: 6(b) = 6(2),, the Company shall have the sole responsibility to
vest and maintain with the Trustee assets so that, at any time, the total value of
those assets is at least equal to the value of the assets in Canada that the Act
requires the Company to maintain at that time.
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Assets vested in trust under this Agreement by the Company in respect of the
classes of life insurance and accident and sickness insurance, accident insurance,
personal accident insurance and sickness 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 of insurance.
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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.
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Assets vested in trust under this Agreement may not be used as part of a securities
lending program.
3. VALUE OF ASSETS DETERMINED BY SUPERINTENDENT
The Superintendent may determine from time to time the value at which the assets vested
in trust with the Trustee shall be accepted for the purposes of the Act.
4. VESTING, VARYING, EXCHANGING OR WITHDRAWING ASSETS
Subject to paragraph 2 and subparagraph (b), Text for screen readers: b = 2, prior to vesting an asset in trust or
withdrawing an asset vested in trust, the Company shall obtain the written
approval of the Superintendent and, upon receipt of the written approval of the
Superintendent by the Trustee, the Trustee shall follow the written direction of the
Company.
Unless the Superintendent otherwise directs the Company and the Trustee in
writing, the Company may, without the prior written approval of the
Superintendent,
- vest in trust an asset listed in Schedule "A", and
- 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 is, and is certified by the Company to the Trustee to be, at least
equal to the value of the asset withdrawn.
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For the purpose of subparagraph (b), Text for screen readers: b = 2,, the value of an asset shall be determined on
the same basis as the basis used to determine the value of an asset for the purpose
of paragraph 2(a), Text for screen readers: 2(a) = 2(1).
5. POWERS AND AUTHORITY OF TRUSTEE
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Subject to paragraph 4, the Trustee, on the written direction of any of the persons
authorized by the Company for that purpose for the time being and from time to
time, shall have full authority to deal with, vary and exchange the vested assets so
held by it in trust and to demand, recover, sue for and receive such sums of money
which shall hereafter become due or appear to be due or payable or belonging to
the Company or to the Trustee in connection with such vested assets subject to
such trust or hereafter held in trust, including all dividends and interest which may
become due or appear to be due, with power to compromise any claim upon such
terms as the Trustee, under direction as aforesaid, shall see fit; and upon recovery
or receipt for the Company and in its name and as its act and deed to give such
good and sufficient acquittances as may be requested; and as to the vested assets
so held in trust to exercise and execute all powers vested in the Company or the
Trustee by debtors or other obligors specified therein; and also, under the
direction as aforesaid, for the Company in its name or otherwise in its behalf, to
make purchases and sales of such shares, stocks and bonds and other assets
authorized under paragraph 1 to be vested in trust under this Agreement; and in
that connection, for the Company and in its name and as its act and deed, to give
all such assurances, covenants or other documents as shall be required and as the
Trustee shall see fit; as well as to give receipts in its own name or in the name of
the Company for any sums paid, which receipts shall exempt the person or
persons paying from all responsibility of seeing to the application thereof.
Subject to the prior written approval of the Company, which approval must not be
unreasonably withheld, the Trustee may employ, at the expense of the Company,
agents, counsel (who may be counsel to the Company) and other professional
advisors.
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The Trustee may, from time to time,
- deal with securities of the same class and nature as may constitute the
assets held in trust, whether on its own account or for the account of
another (in a fiduciary capacity or otherwise),
- 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, or
- 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.
6. ACCOUNTABILITY OF TRUSTEE
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Subject to subparagraph (b), Text for screen readers: b = 2, the Trustee will exercise its powers and carry out its
obligations under this Agreement as Trustee honestly and in good faith and in
connection therewith will exercise that degree of care, diligence and skill that a
reasonable and prudent person would exercise in comparable circumstances.
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Where the Superintendent determines that an asset vested in trust is withdrawn
other than in accordance with paragraph 4, 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 is equal to the lesser of:
- the total value of the assets required under the Act to be vested in trust on
the replacement date; and
- the total value of the assets vested in trust on the day when the asset vested
in trust was withdrawn other than in accordance with paragraph 4
determined before giving effect to the withdrawal.
In each instance where the Trustee replaces an asset in accordance with this
paragraph, the Company shall immediately reimburse the Trustee for all losses,
damages, expenses, and costs incurred by the Trustee in respect of the
replacement.
7. DIRECTION OF COMPANY
The Company shall identify to the Trustee, by notice in writing and in form and content
acceptable to the Trustee, those Company representatives authorized to direct/certify the
Trustee in respect of a matter under this Agreement. The Trustee shall act only upon, and
shall be entitled to rely on, the written directions/certifications of those Company
representatives and shall have no duty to verify the appropriateness of any
directions/certifications which directions/certifications shall be binding on the Company.
8. PAYMENTS ON ACCOUNT OF AN INTEREST IN REAL ESTATE
Unless the Superintendent otherwise directs the Company and Trustee in writing, the
Company may collect payments on account of any interest in real estate by way of a lease,
mortgage or otherwise vested in trust with the Trustee, provided that the Company shall,
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forthwith pay to the Trustee any monies collected on account of the principal of
any mortgage, and
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on or before the tenth day of each month, notify in writing the Trustee and
Superintendent of the balance of principal on any mortgage on account of which
the Company collected a payment and account for all monies collected hereunder,
which information shall be contained in a statutory declaration of an officer of the
Company in form and content acceptable to the Trustee.
9. EXERCISE OF RIGHTS ATTACHED TO AN ASSET
Unless the Superintendent otherwise directs the Trustee in writing,
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the Trustee shall hand over to the Company all income upon the vested assets
collected by the Trustee as the same is collected; and
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the Company 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 Company, execute and deliver such instruments
of proxy or attorney as may be reasonably required to enable the Company
through such officer or person to exercise such rights.
10. STATEMENT OF ASSETS
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
- with the Superintendent, and if the Company so elects, with the Company,
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 and other trust agreements entered into for similar
purposes under the Act as at the close of business on the Trustee's last
business day in the immediately preceding month, and
- where the Company does not elect under clause i), Text for screen readers: i) = 10(1)(1), with the Company a
statement containing that information as may be prescribed by the
Company from time to time of all assets held by the Trustee under this
Agreement.
Unless the Superintendent otherwise directs the Trustee in writing, the Trustee
shall on or before the fifteenth day of January in each year, 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
- with the Superintendent, and if the Company so elects, with the Company,
a declaration in the form of Schedule "C", 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
- where the Company does not elect under clause i), Text for screen readers: i) = 10(2)(1), with the Company a
statement containing that information as may be agreed upon by the
Company and the
Trustee from time to time of all assets held by the
Trustee under this Agreement.
The Trustee shall submit a separate declaration in respect of the classes of life
insurance, accident and sickness insurance, accident insurance, personal accident
insurance and sickness insurance and a separate declaration in respect of other
classes of insurance.
11. ACCESS
The Trustee shall at all times, upon reasonable notice, permit the Superintendent and the
Company access, for purposes of examination, to all assets held in trust and to the records
of the Trustee in relation thereto.
12. COMPENSATION OF TRUSTEE
The Trustee is entitled to reasonable compensation for its services and expenses under
this Agreement as may be agreed upon by the Company and Trustee, and if no such
agreement is reached, either the Company or the Trustee may on ten (10) days notice in
writing apply to a court of competent jurisdiction to fix the compensation that the
Company shall pay the Trustee.
13. INTEREST ON MONIES HELD IN TRUST
The Trustee or its affiliate shall pay the Company such interest on monies held in trust as
is paid by the Trustee on the same or similar accounts.
14. TERMINATION
The Trustee may terminate this Agreement on at least forty-five (45) days notice
in writing to the Superintendent and the Company 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 15.
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The Company may terminate this Agreement with the prior written approval of
the Superintendent. Following receipt of the written approval of the
Superintendent, the Company, by written notice, shall notify the Trustee of the
approval to terminate this Agreement and 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 15.
15. APPOINTMENT OF NEW TRUSTEE
As soon as practicable,
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on the Trustee ceasing to carry on business, or refusing to act as a trustee,
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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.
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on the Superintendent taking control of the assets of, or taking control of, the
Trustee under the Trust and Loan Companies Act,
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 the Company or the Superintendent specifying the default and requiring the
Trustee to remedy the same, or
after giving or receiving a notice under paragraph 14(a), Text for screen readers: 14(a) = 14(1),
the Company shall appoint another trust company in accordance with the Act authorized
to act as a trustee, and the Trustee shall execute all documents that the Company 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, except that the Trustee may withhold an amount equal to the aggregate of any
unpaid compensation for its services and expenses to the date of the transfer and any
losses, damages, expenses and costs owing to the Trustee pursuant to subparagraph 6(b), Text for screen readers: 6(b) = 6(2).
Schedule "A" to OSFI Form No. 542 (September 2002) – Terms and Conditions of Standard
Form Trust Agreement
VESTING OF ASSETS
PAYABLE IN CANADIAN DOLLARS
- Cash
- Bonds, Debentures and other Evidences of Indebtedness:
- Government:
- Canada and Guaranteed
- Canadian Provincial and Guaranteed
- Canadian Municipal, Public Authority, School and Parochial
- Corporate: Canadian
- Shares:
- Common: Canadian
- Preferred: Canadian
- Guaranteed Investment Certificates
Schedule "B" to OSFI Form No. 542 (September 2002) – Terms and Conditions of Standard
Form Trust Agreement.
Schedule "C" to OSFI Form No. 542 (September 2002) – Terms and Conditions of Standard
Form Trust Agreement.
