Office of the Superintendent of Financial Institutions
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:
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.
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.
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.
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.
This Agreement shall take effect on the day that it is executed by the Superintendent.
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
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.
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 ________ .
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.