Fund Investments. (a) In connection with the deposit of any Fund Investment into the Trust Accounts, such Fund Investment shall be in certificated or physical form and consist of a subscription, participation certificate or other documentation provided by the relevant issuer to represent an ownership interest in such Fund Investments (each, a “Fund Instrument”). It is understood and agreed that where no share or similar certificate has been issued, an originally signed subscription agreement or certified copy of same may serve as a Fund Instrument representing an ownership interest. The Grantor shall deliver any such Fund Investment to the Trustee as part of a document file (a “Fund Document File”) in which it will include the Fund Instrument and any assignments or endorsements in blank in order that the Fund Investment may be negotiated by the Trustee whenever necessary, without the consent of or signature from the Grantor or, except Fund Investments which are NFT Assets, any other Person. In no event shall the Trustee be required to subscribe for, complete, execute and submit any subscription or redemption documentation relating to such Fund Investments. (b) It is understood and agreed that the Trustee will accept any file purporting to be a Fund Document File for custody hereunder “as is” and without any examination. The Trustee shall have no duty or responsibility to review any Fund Document File, to determine the contents thereof or to review or inspect any documents contained in such Fund Document File and shall rely, without independent verification, on information provided by the Grantor regarding all Fund Investments. Account statements will only reflect an inventory of the Fund Document Files that the Trustee holds in custody hereunder without any representation as to the contents thereof. (c) Except as otherwise provided below, the following covenants shall apply with respect to all Fund Investments held hereunder: (i) For Fund Investments other than Fund Investments which are NFT Assets, the Trustee shall have full authority to receive, complete, execute and forward to the appropriate party any and all subscription documentation and to take any other action deemed by the Trustee necessary or desirable, on behalf of the Grantor with respect to the Grantor’s purchase/subscription and sale/redemption of any Fund Investments; (ii) Any and all responses, representations, warranties, covenants and indemnities in any subscription documentation with any issuer of a Fund Investment shall be provided by and on behalf of the Grantor as owner/investor/subscriber of the Fund Investment, and shall at all times be true, correct and complete, and the Grantor will immediately notify the Trustee in writing if there is any material change in any such responses, representations or warranties or any material default under any such covenant; (iii) The Grantor shall take no action to transfer any interest in a Fund Investment from the nominee name in which such Fund Investment is registered without the express written consent of the Trustee or take any other action that would cause the Trustee to incur any Losses; and (iv) The Grantor shall, unless otherwise agreed in writing to the contrary: (1) Cause the issuer of any Fund Investment to deposit with the Trustee (by means of a check or draft payable to the Trustee or its nominee or by wire transfer) all Income in respect of such Fund Investment and advise the Trustee in a certificate of the amount to be received and if such amount relates to a particular Fund Document File, the identity of such Fund Document File; (2) Direct the Trustee to present for payment on the date and at the address specified therein the Fund Investments specified therein whether at maturity or for redemption, and to hold hereunder such amounts paid on or with respect to such particular Fund Investments as the Trustee may receive; (3) Obtain and execute any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect; and (4) Cause the issuer to deposit with the Trustee to be held hereunder such additional Fund Investments or rights as may be issued with respect to any Fund Investments credited to the Trust Accounts hereunder. (d) With respect to purchases and redemptions of Fund Investments, other than Fund Investments which are NFT Assets, upon the Instructions of the Grantor or the Investment Manager to the Trustee in accordance with terms of this Agreement, the Trustee (or its nominee) will, as agent for the Grantor, subscribe for and redeem shares, units or other interests and complete, execute and submit all relevant subscription and redemption documentation required by the relevant issuer (or its administrator); provided, that: (i) any such subscription documentation will state that the Trustee acts solely as the Trustee on behalf of the Grantor and the responses, representations, warranties, covenants and any indemnities are given solely by and on behalf of the Grantor and solely on the basis of the representation and warranty by the Grantor to the Trustee that such representations and warranties are true, correct and complete and that the Grantor will comply with each such covenant; (ii) any Instructions given to the Trustee hereunder shall be in accordance with the Trustee’s reasonable procedures notified to the Grantor from time to time; and (iii) the Grantor’s delivery to the Trustee of any such Instructions to purchase Fund Investments shall constitute the Grantor’s representation and warranty that the Grantor has reviewed and understands the terms of the relevant offering memorandum or subscription agreement (or similar document) and other document(s) related thereto and agreement to be bound by the terms and conditions thereof (including all responses, representations and warranties to which the Grantor will be bound as beneficial owner of such Fund Investment). The Grantor acknowledges that the decision to invest in Fund Investments rests solely with the Grantor and/or its Investment Manager and under no circumstances shall the Trustee have or be required to have any authority to supervise, monitor or control the Grantor’s investments in Fund Investments, or any other securities or assets of the Grantor, nor shall the Trustee provide any investment advisory services to the Grantor or have any liability related to the foregoing. (e) Each of the Trustee and the Beneficiary hereby acknowledge and agree (f) Any Beneficiary Withdrawal Notice provided by the Beneficiary pursuant (g) With respect to all Fund Investments, the Trustee shall not be liable or
Appears in 2 contracts
Samples: Reinsurance Agreement (Select Life Variable Account), Reinsurance Agreement (Select Life Variable Account)
Fund Investments. (a) In connection The Buyer agrees that each Seller Owner shall, for so long as such Person is an employee of the Company or the Buyer or any of their affiliates, have the opportunity (but not the obligation) to invest in any TB Fund or Buyer Fund on a no-fee, no-carry basis, subject to maximum investment amounts reasonably determined by the Board of Managers of the Company and the Board of Managers of Buyer, respectively, which maximum amounts shall in no event be less than $500,000 per Seller Owner per TB Fund or Buyer Fund, as applicable. Subject to the preceding sentence, the economic and limited liability rights granted to the Seller Owners under any TB Fund agreement (including any agreement of such TB Fund’s general partner, to the extent applicable) shall be pari passu with the deposit of any Fund Investment into the Trust Accountsother partners, such Fund Investment shall be in certificated members or physical form and consist of a subscription, participation certificate or other documentation provided by the relevant issuer to represent an ownership interest in such Fund Investments (each, a “Fund Instrument”). It is understood and agreed that where no share or similar certificate has been issued, an originally signed subscription agreement or certified copy of same may serve as a Fund Instrument representing an ownership interest. The Grantor shall deliver any such Fund Investment to the Trustee as part of a document file (a “Fund Document File”) in which it will include the Fund Instrument and any assignments or endorsements in blank in order that the Fund Investment may be negotiated by the Trustee whenever necessary, without the consent of or signature from the Grantor or, except Fund Investments which are NFT Assets, any other Person. In no event shall the Trustee be required to subscribe for, complete, execute and submit any subscription or redemption documentation relating shareholders to such agreement. For the avoidance of doubt, the right to invest in any TB Fund Investmentsand/or Buyer Fund on a no-fee, no-carry basis, as set forth above, shall continue with respect to each such investment for so long as such investment is held by such Seller Owner. As used in this paragraph, each Seller Owner includes his affiliates and estate planning vehicles.
(b) It The Seller Owners agree that any Buyer Affiliate shall, for so long as such person is understood a Buyer Affiliate, have the opportunity (but not the obligation) to invest in any TB Fund on a no-fee, no-carry basis, subject to maximum investment amounts reasonably determined by the Board of Managers of the Company, which maximum amounts shall in no event be less than $5,000,000 per TB Fund for all Buyer Affiliates in the aggregate. Subject to the preceding sentence, the economic and agreed that limited liability rights granted to the Trustee will accept Buyer Affiliates under any file purporting to be a TB Fund Document File for custody hereunder “as is” and without agreement (including any examination. The Trustee shall have no duty or responsibility to review any Fund Document Fileagreement of such TB Fund’s general partner, to determine the contents thereof extent applicable) shall be pari passu with the other partners, members or shareholders to review or inspect any documents contained in such Fund Document File and shall relyagreement (including, without independent verificationlimitation, the Seller Owners and their respective affiliates and estate planning vehicles). For the avoidance of doubt, the right to invest in any TB Fund on information provided a no-fee, no-carry basis, as set forth above, shall continue with respect to each such investment for so long as such investment is held by the Grantor regarding all Fund Investments. Account statements will only reflect an inventory of the Fund Document Files that the Trustee holds in custody hereunder without any representation as to the contents thereofsuch Buyer Affiliate.
(c) Except as otherwise provided belowFor purposes of this Section 2, the following covenants shall apply with respect to all Fund Investments held hereunder:
(i) For Fund Investments other than Fund Investments which are NFT Assets, the Trustee terms shall have full authority to receive, complete, execute and forward to the appropriate party any and all subscription documentation and to take any other action deemed by the Trustee necessary or desirable, on behalf of the Grantor with respect to the Grantor’s purchase/subscription and sale/redemption of any Fund Investments;
(ii) Any and all responses, representations, warranties, covenants and indemnities in any subscription documentation with any issuer of a Fund Investment shall be provided by and on behalf of the Grantor as owner/investor/subscriber of the Fund Investment, and shall at all times be true, correct and complete, and the Grantor will immediately notify the Trustee in writing if there is any material change in any such responses, representations or warranties or any material default under any such covenant;
(iii) The Grantor shall take no action to transfer any interest in a Fund Investment from the nominee name in which such Fund Investment is registered without the express written consent of the Trustee or take any other action that would cause the Trustee to incur any Losses; and
(iv) The Grantor shall, unless otherwise agreed in writing to the contrarymeanings set forth below:
(1) Cause the issuer of any Fund Investment to deposit with the Trustee (by means of a check or draft payable to the Trustee or its nominee or by wire transfer) all Income in respect of such Fund Investment and advise the Trustee in a certificate of the amount to be received and if such amount relates to a particular Fund Document File, the identity of such Fund Document File;
(2) Direct the Trustee to present for payment on the date and at the address specified therein the Fund Investments specified therein whether at maturity or for redemption, and to hold hereunder such amounts paid on or with respect to such particular Fund Investments as the Trustee may receive;
(3) Obtain and execute any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect; and
(4) Cause the issuer to deposit with the Trustee to be held hereunder such additional Fund Investments or rights as may be issued with respect to any Fund Investments credited to the Trust Accounts hereunder. (d) With respect to purchases and redemptions of Fund Investments, other than Fund Investments which are NFT Assets, upon the Instructions of the Grantor or the Investment Manager to the Trustee in accordance with terms of this Agreement, the Trustee (or its nominee) will, as agent for the Grantor, subscribe for and redeem shares, units or other interests and complete, execute and submit all relevant subscription and redemption documentation required by the relevant issuer (or its administrator); provided, that: (i) any such subscription documentation will state that the Trustee acts solely as the Trustee on behalf of the Grantor and the responses, representations, warranties, covenants and any indemnities are given solely by and on behalf of the Grantor and solely on the basis of the representation and warranty by the Grantor to the Trustee that such representations and warranties are true, correct and complete and that the Grantor will comply with each such covenant; (ii) any Instructions given to the Trustee hereunder shall be in accordance with the Trustee’s reasonable procedures notified to the Grantor from time to time; and (iii) the Grantor’s delivery to the Trustee of any such Instructions to purchase Fund Investments shall constitute the Grantor’s representation and warranty that the Grantor has reviewed and understands the terms of the relevant offering memorandum or subscription agreement (or similar document) and other document(s) related thereto and agreement to be bound by the terms and conditions thereof (including all responses, representations and warranties to which the Grantor will be bound as beneficial owner of such Fund Investment). The Grantor acknowledges that the decision to invest in Fund Investments rests solely with the Grantor and/or its Investment Manager and under no circumstances shall the Trustee have or be required to have any authority to supervise, monitor or control the Grantor’s investments in Fund Investments, or any other securities or assets of the Grantor, nor shall the Trustee provide any investment advisory services to the Grantor or have any liability related to the foregoing.
(e) Each of the Trustee and the Beneficiary hereby acknowledge and agree
(f) Any Beneficiary Withdrawal Notice provided by the Beneficiary pursuant
(g) With respect to all Fund Investments, the Trustee shall not be liable or
Appears in 1 contract
Fund Investments. (a) In connection with the deposit of any Fund Investment into the Trust Accounts, such Fund Investment shall be in certificated or physical form and consist of a subscription, participation certificate or other documentation provided by the relevant issuer to represent an ownership interest in such Fund Investments (each, a “Fund Instrument”). It is understood and agreed that where no share or similar certificate has been issued, an originally signed subscription agreement or certified copy of same may serve as a Fund Instrument representing an ownership interest. The Grantor shall deliver any such Fund Investment to the Trustee as part of a document file (a “Fund Document File”) in which it will include the Fund Instrument and any assignments or endorsements in blank in order that the Fund Investment may be negotiated by the Trustee whenever necessary, without the consent of or signature from the Grantor or, except Fund Investments which are NFT Assets, any other Person. In no event shall the Trustee be required to subscribe for, complete, execute and submit any subscription or redemption documentation relating to such Fund Investments.
(b) It is understood and agreed that the Trustee will accept any file purporting to be a Fund Document File for custody hereunder “as is” and without any examination. The Trustee shall have no duty or responsibility to review any Fund Document File, to determine the contents thereof or to review or inspect any documents contained in such Fund Document File and shall rely, without independent verification, on information provided by the Grantor regarding all Fund Investments. Account statements will only reflect an inventory of the Fund Document Files that the Trustee holds in custody hereunder without any representation as to the contents thereof.
(c) Except as otherwise provided below, the following covenants shall apply with respect to all Fund Investments held hereunder:
(i) For Fund Investments other than Fund Investments which are NFT Assets, the Trustee shall have full authority to receive, complete, execute and forward to the appropriate party any and all subscription documentation and to take any other action deemed by the Trustee necessary or desirable, on behalf of the Grantor with respect to the Grantor’s purchase/subscription and sale/redemption of any Fund Investments;
(ii) Any and all responses, representations, warranties, covenants and indemnities in any subscription documentation with any issuer of a Fund Investment shall be provided by and on behalf of the Grantor as owner/investor/subscriber of the Fund Investment, and shall at all times be true, correct and complete, and the Grantor will immediately notify the Trustee in writing if there is any material change in any such responses, representations or warranties or any material default under any such covenant;
(iii) The Grantor shall take no action to transfer any interest in a Fund Investment from the nominee name in which such Fund Investment is registered without the express written consent of the Trustee or take any other action that would cause the Trustee to incur any Losses; and
(iv) The Grantor shall, unless otherwise agreed in writing to the contrary:
(1) Cause the issuer of any Fund Investment to deposit with the Trustee (by means of a check or draft payable to the Trustee or its nominee or by wire transfer) all Income in respect of such Fund Investment and advise the Trustee in a certificate of the amount to be received and if such amount relates to a particular Fund Document File, the identity of such Fund Document File;
(2) Direct the Trustee to present for payment on the date and at the address specified therein the Fund Investments specified therein whether at maturity or for redemption, and to hold hereunder such amounts paid on or with respect to such particular Fund Investments as the Trustee may receive;
(3) Obtain and execute any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect; and
(4) Cause the issuer to deposit with the Trustee to be held hereunder such additional Fund Investments or rights as may be issued with respect to any Fund Investments credited to the Trust Accounts hereunder. (d) With respect to purchases and redemptions of Fund Investments, other than Fund Investments which are NFT Assets, upon the Instructions of the Grantor or the Investment Manager to the Trustee in accordance with terms of this Agreement, the Trustee (or its nominee) will, as agent for the Grantor, subscribe for and redeem shares, units or other interests and complete, execute and submit all relevant subscription and redemption documentation required by the relevant issuer (or its administrator); provided, that: (i) any such subscription documentation will state that the Trustee acts solely as the Trustee on behalf of the Grantor and the responses, representations, warranties, covenants and any indemnities are given solely by and on behalf of the Grantor and solely on the basis of the representation and warranty by the Grantor to the Trustee that such representations and warranties are true, correct and complete and that the Grantor will comply with each such covenant; (ii) any Instructions given to the Trustee hereunder shall be in accordance with the Trustee’s reasonable procedures notified to the Grantor from time to time; and (iii) the Grantor’s delivery to the Trustee of any such Instructions to purchase Fund Investments shall constitute the Grantor’s representation and warranty that the Grantor has reviewed and understands the terms of the relevant offering memorandum or subscription agreement (or similar document) and other document(s) related thereto and agreement to be bound by the terms and conditions thereof (including all responses, representations and warranties to which the Grantor will be bound as beneficial owner of such Fund Investment). The Grantor acknowledges that the decision to invest in Fund Investments rests solely with the Grantor and/or its Investment Manager and under no circumstances shall the Trustee have or be required to have any authority to supervise, monitor or control the Grantor’s investments in Fund Investments, or any other securities or assets of the Grantor, nor shall the Trustee provide any investment advisory services to the Grantor or have any liability related to the foregoing.
(e) Each of the Trustee and the Beneficiary hereby acknowledge and agree
(f) Any Beneficiary Withdrawal Notice provided by the Beneficiary pursuant
(g) With respect to all Fund Investments, the Trustee shall not be liable or
Appears in 1 contract
Samples: Reinsurance Agreement (VARIABLE ANNUITY ACCOUNT B OF VOYA RETIREMENT INSURANCE & ANNUITY Co)
