CONVERTED ANNUITY CONTRACTS Clause Samples

CONVERTED ANNUITY CONTRACTS. (a) The provisions of this Article 7 are only applicable to a conversion that involves one or more GICs and is intended to serve as a Portfolio Agreement for the purpose of allowing the Trustee to establish for the Company an individual portfolio ("Portfolio") as a separate Investment Fund. The Portfolio shall consist of any GICs received by the Trustee as conversion assets that are specifically designated by the Company to be included within the Portfolio. (b) By executing this Trust Agreement, the Company has entered into a Portfolio Agreement with the Trustee, which gives the Trustee exclusive management and investment authority with respect to the Portfolio. (c) Upon the conversion by the Company of Plan assets, which include outstanding GICs, the Trustee shall have the rights, powers and privileges of an absolute owner in the management and administration of any converted GIC. The Trustee as investment manager of such GIC has the ability to hold, manage and administer all property that may be invested in the Portfolio and to exercise any and all of the rights that belong to the absolute owner of any GIC, that are granted by the terms of any GIC or by the terms of this Agreement. The Trustee shall hold in the Portfolio the proceeds of any dividends and other payments of any kind (other than those received from the surrender or maturity of a GIC) received with respect to any GIC. The only beneficial owner of such Portfolio shall be the Trust. (d) Upon complete surrender or maturity of any GIC held within the Company's conversion GIC portfolio, all proceeds from such GIC will be transferred as soon as practicable to the stable value fund or money market fund that is then maintained as an Investment Fund for the Plan. (e) The Trustee shall pay from the Company's portfolio, any premiums, assessments, dues, charges and interest, if any, upon any GIC held in the Portfolio. Reasonable expenses incurred by the Trustee in the performance of its duties hereunder, and all other proper charges and disbursements of the Portfolio (including any taxes) shall be reimbursed through a combination of charges to the Portfolio and direct billing to the Company, as determined from time to time by ADP and the Trustee. (f) No insurance company that may issue any GIC held in such Portfolio shall be deemed to be a party to this Agreement for any purpose, or to be responsible in any way for the validity of this Agreement, or to have any liability under this Agreement other than ...