1034-00004 · Group Strathmore Corp · ILIT Documents

ilit-policy-assignment.docx DOCUMENT M&A / Corporate

39 / 75 ← → ✕

Contract analysis Extract to table

ABSOLUTE ASSIGNMENT OF LIFE INSURANCE POLICY

Policy No. BLA-2023-77419

Beacon Life Assurance Company

Assignor: Jonathan R. Caldwell

Assignee: Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023

Effective Date: March 15, 2023

ABSOLUTE ASSIGNMENT OF LIFE INSURANCE POLICY

This Absolute Assignment of Life Insurance Policy (this "Assignment") is made and entered into as of March 15, 2023 (the "Effective Date"), by and between Jonathan R. Caldwell, an individual residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021 (the "Assignor"), and Northgate Trust Company of Delaware, a Delaware trust company, with principal offices at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801, acting in its capacity as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023 (the "Assignee" or "Trustee").

RECITALS

WHEREAS:

A. The Policy. The Assignor is the owner of a certain second-to-die universal life insurance policy issued by Beacon Life Assurance Company, a Connecticut domiciled insurance company, with principal offices at 100 Constitution Plaza, Hartford, Connecticut 06103 (the "Insurer" or the "Company"), bearing Policy Number BLA-2023-77419 (the "Policy"). The Policy insures the joint lives of Jonathan Robert Caldwell (date of birth: March 14, 1956; last four digits of Social Security Number: 4781) and Eleanor Victoria Caldwell (date of birth: September 22, 1958; last four digits of Social Security Number: 6203), and provides for a death benefit in the amount of Fifteen Million Dollars ($15,000,000), payable upon the death of the survivor of the two insured lives. The Policy is a second-to-die universal life insurance policy, and the annual premium payable with respect to the Policy is One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500). A summary of the Policy information is set forth on Exhibit A attached hereto and incorporated herein by reference.

B. The Trust. The Assignor has established an irrevocable trust known as the Caldwell Family Insurance Trust (the "Trust" or the "ILIT"), dated as of March 15, 2023, for the purposes set forth therein. The Trust is governed by the laws of the State of Delaware and has its situs in the State of Delaware. Northgate Trust Company of Delaware, a Delaware trust company duly organized and existing under the laws of the State of Delaware, with principal offices at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801, has been appointed and is serving as the Trustee of the Trust.

C. Purpose of Assignment. The Assignor desires to irrevocably assign, transfer, and convey all of his right, title, and interest in and to the Policy to the Assignee, as Trustee of the Caldwell Family Insurance Trust, in order to remove the Policy and all proceeds thereof from the Assignor's gross estate for federal estate tax purposes under Section 2042 of the Internal Revenue Code of 1986, as amended (the "Code"), and to effectuate the purposes of the Trust. The Assignor intends that, from and after the Effective Date of this Assignment, the Assignor shall retain no incidents of ownership (as such term is defined under Section 2042 of the Code and the Treasury Regulations promulgated thereunder) in the Policy. The parties acknowledge that under Section 2035(a) of the Code, a transfer of a life insurance policy within three years of the transferor's death may result in inclusion of the policy proceeds in the transferor's gross estate, and this Assignment is made with full knowledge of such provision and with the expectation that the Assignor will survive the Effective Date by more than three years.

D. Consideration. This Assignment is made for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, and in furtherance of the Assignor's estate planning objectives as set forth in the Trust agreement and the Assignor's comprehensive estate plan.

NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by reference), the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I — DEFINITIONS

For purposes of this Assignment, the following terms shall have the meanings set forth below:

Section 1.1 — "Assignor." "Assignor" means Jonathan R. Caldwell, an individual residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021.

Section 1.2 — "Assignee." "Assignee" means Northgate Trust Company of Delaware, a Delaware trust company, with principal offices at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801, acting in its capacity as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023, and any successor trustee appointed in accordance with the terms of the Trust agreement.

Section 1.3 — "Insurer" or "Company." "Insurer" or "Company" means Beacon Life Assurance Company, a Connecticut domiciled insurance company, with principal offices at 100 Constitution Plaza, Hartford, Connecticut 06103, the issuer of the Policy.

Section 1.4 — "Policy." "Policy" means the Beacon Life Assurance Company second-to-die universal life insurance policy, bearing Policy Number BLA-2023-77419, insuring the joint lives of Jonathan Robert Caldwell and Eleanor Victoria Caldwell, with a death benefit of Fifteen Million Dollars ($15,000,000) and an annual premium of One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500), together with all riders, endorsements, supplements, amendments, and modifications thereto, whether now existing or hereafter made.

Section 1.5 — "Trust." "Trust" means the Caldwell Family Insurance Trust, an irrevocable trust established on March 15, 2023, by Jonathan R. Caldwell, as Grantor, with Northgate Trust Company of Delaware serving as Trustee, governed by the laws of the State of Delaware, as such trust agreement may be amended, restated, or modified from time to time in accordance with its terms.

Section 1.6 — "Effective Date." "Effective Date" means March 15, 2023, the date as of which this Assignment shall take effect.

Section 1.7 — "Code." "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto. All references to specific sections of the Code shall include any corresponding provisions of any succeeding law.

Section 1.8 — "Incidents of Ownership." "Incidents of Ownership" has the meaning ascribed to such term under Section 2042 of the Code and Treasury Regulations Section 20.2042-1(c), and includes, without limitation, the right to change the beneficiary, the right to surrender or cancel the policy, the right to assign the policy, the right to pledge the policy, the right to borrow against the policy, and any other economic benefits of the policy retained by or accessible to the insured or the policy owner.

ARTICLE II — ABSOLUTE ASSIGNMENT

Section 2.1 — Grant of Assignment. The Assignor hereby irrevocably and unconditionally assigns, transfers, sets over, conveys, and delivers to the Assignee, as Trustee of the Caldwell Family Insurance Trust, all of the Assignor's right, title, and interest in, to, and under the Policy, effective as of March 15, 2023. This Assignment is absolute, unconditional, and irrevocable in all respects. The Assignor intends this Assignment to constitute a present, completed, and irrevocable transfer of all ownership rights in the Policy, and the Assignor acknowledges that upon execution and delivery of this Assignment, the Assignor shall have no further right, title, or interest in or to the Policy whatsoever.

Section 2.2 — Rights Transferred. Without limiting the generality of Section 2.1, the Assignor hereby assigns, transfers, conveys, and delivers to the Assignee all rights, privileges, options, elections, powers, and incidents of ownership in and under the Policy, including, without limitation, the following:

(a) The right to collect and receive all benefits, proceeds, dividends, distributions, and amounts of any kind payable under the Policy, including, without limitation, the Fifteen Million Dollar ($15,000,000) death benefit payable upon the death of the survivor of the insured lives;

(b) The right to change, designate, or revoke the beneficiary or beneficiaries under the Policy, including primary and contingent beneficiary designations;

(c) The right to assign, transfer, sell, or otherwise dispose of the Policy, in whole or in part, to any person or entity;

(d) The right to surrender, cancel, lapse, or convert the Policy and to receive the cash surrender value or any other amounts payable upon such surrender, cancellation, lapse, or conversion;

(e) The right to borrow against the Policy or to obtain policy loans, and the right to pledge, hypothecate, or otherwise encumber the Policy or any interest therein as collateral security for any obligation;

(f) The right to elect, change, or revoke settlement options available under the Policy;

(g) The right to exercise any and all options, privileges, elections, rights, and powers available under the Policy, including, without limitation, the right to elect paid-up insurance, extended term insurance, or any other nonforfeiture option;

(h) The right to receive refunds of premiums, dividends, credits, experience rating adjustments, or other amounts payable or refundable under the Policy;

(i) The right to change the mode, frequency, or method of premium payment under the Policy;

(j) The right to agree to, consent to, or approve any modification, amendment, alteration, endorsement, rider, or supplement to the Policy in consultation or negotiation with the Insurer;

(k) The right to receive all notices, correspondence, statements, and communications from the Insurer with respect to the Policy; and

(l) All other incidents of ownership in the Policy as defined under Section 2042 of the Code and Treasury Regulations Section 20.2042-1(c) thereunder, whether or not specifically enumerated herein, it being the express intention of the Assignor to divest himself of each and every right, privilege, option, power, and incident of ownership in and to the Policy.

Section 2.3 — Effective Date. This Assignment shall be effective as of March 15, 2023. From and after the Effective Date, the Assignee shall be the sole and exclusive owner of the Policy, vested with all rights, privileges, and incidents of ownership in the Policy as fully and completely as if the Policy had been originally issued to the Assignee. The Insurer is hereby authorized and directed to recognize the Assignee as the sole owner of the Policy from and after the Effective Date and to deal exclusively with the Assignee (or its authorized representatives) with respect to all matters relating to the Policy.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR

The Assignor hereby represents and warrants to the Assignee as follows, each of which representations and warranties is true, correct, and complete as of the Effective Date:

Section 3.1 — Ownership. The Assignor represents and warrants that he is the sole and absolute owner of the Policy and has full right, power, and authority to make this Assignment. No other person or entity has any ownership interest in the Policy, and no consent of any third party (other than the recording of the Assignment by the Insurer) is required to effectuate this Assignment.

Section 3.2 — No Prior Assignment or Encumbrance. The Assignor represents and warrants that the Policy has not been previously assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether in whole or in part, and that there are no liens, claims, charges, security interests, options, or encumbrances of any kind against the Policy or any interest therein. The Policy is free and clear of all claims and interests of every nature whatsoever.

Section 3.3 — Policy in Force. The Assignor represents and warrants that the Policy is in full force and effect as of the Effective Date. All premiums due and payable under the Policy through the Effective Date have been timely paid in full, and no default, lapse, or grace period exists under the terms of the Policy. The Policy has not been modified, amended, or altered in any manner that would impair or diminish the death benefit or other benefits payable thereunder, except as may be reflected on the face of the Policy or in endorsements attached thereto.

Section 3.4 — No Outstanding Loans. The Assignor represents and warrants that there are no outstanding policy loans, advances, or other indebtedness of any kind against the Policy as of the Effective Date. No portion of the cash surrender value, if any, of the Policy has been borrowed against or otherwise drawn upon.

Section 3.5 — Authority. The Assignor represents and warrants that he has the legal capacity, competence, and authority to execute and deliver this Assignment and to perform all of his obligations hereunder. The execution and delivery of this Assignment by the Assignor does not and will not violate, conflict with, or result in a breach of any agreement, instrument, order, judgment, decree, law, or regulation to which the Assignor is a party or by which the Assignor or the Policy is bound.

Section 3.6 — Insurance Broker. The Assignor represents and warrants that the Policy was procured through Glenmore Insurance Brokerage LLC, Attention: Nathan C. Freed, Senior Vice President, Private Client Division, located at 44 Wall Street, Suite 1200, New York, New York 10005, which served as the insurance broker in connection with the application for and issuance of the Policy. The Assignor acknowledges that Glenmore Insurance Brokerage LLC acted solely as a broker in connection with the procurement of the Policy and did not act as agent of the Insurer for purposes of underwriting, binding, or issuing the Policy.

ARTICLE IV — OBLIGATIONS AND COVENANTS

Section 4.1 — Relinquishment of All Rights. The Assignor hereby irrevocably relinquishes, surrenders, and releases all rights, powers, privileges, options, elections, and incidents of ownership in and to the Policy, effective as of the Effective Date. The Assignor shall retain no reversionary interest, contingent interest, or other interest of any kind in the Policy or in the proceeds thereof. From and after the Effective Date, the Assignor shall not exercise, or attempt to exercise, directly or indirectly, any rights under or with respect to the Policy, and shall not hold himself out to the Insurer, any beneficiary, or any third party as having any right, title, or interest in the Policy. The Assignor acknowledges and agrees that this relinquishment is intended to be complete, absolute, and irrevocable, and that the Assignor shall take no action that would cause the Policy or its proceeds to be included in the Assignor's gross estate for federal estate tax purposes under Section 2042 of the Code.

Section 4.2 — Further Assurances. The Assignor covenants and agrees that he shall, at any time and from time to time after the Effective Date, upon the reasonable request of the Assignee, the Insurer, or any governmental authority, execute and deliver such additional instruments, documents, endorsements, forms, applications, and other writings, and take such further actions, as may be reasonably necessary or desirable to effectuate, confirm, evidence, or perfect this Assignment and the transfer of ownership of the Policy to the Assignee. Without limiting the generality of the foregoing, the Assignor shall execute and deliver any assignment forms, owner change forms, beneficiary change forms, or other documents required by Beacon Life Assurance Company in order to record the transfer of ownership of the Policy on the books and records of the Insurer. The Assignor shall bear no expense in connection with the preparation or filing of such additional instruments or documents; provided, however, that the Assignor shall reasonably cooperate in the execution and delivery thereof.

Section 4.3 — Premium Payments. From and after the Effective Date, the Assignee, as Trustee of the Caldwell Family Insurance Trust, shall be solely responsible for the timely payment of all premiums due and payable under the Policy, including, without limitation, the annual premium of One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500). The Assignor acknowledges that he shall have no obligation to pay premiums on the Policy from and after the Effective Date, but the Assignor further acknowledges that he may, from time to time, make cash gifts to the Trust for the purpose of enabling the Trustee to pay premiums on the Policy. Any such gifts by the Assignor to the Trust shall be subject to the Crummey withdrawal provisions set forth in Article [__] of the Trust agreement, pursuant to which the beneficiaries of the Trust shall be given notice of their right to withdraw contributed amounts within the time period specified therein, in accordance with the requirements for qualifying such contributions as present-interest gifts eligible for the federal gift tax annual exclusion under Section 2503(b) of the Code.

The parties acknowledge the following with respect to the anticipated premium funding structure:

(i) The 2023 federal gift tax annual exclusion amount is Seventeen Thousand Dollars ($17,000) per donee;

(ii) The Trust has three (3) Crummey beneficiaries, namely Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell;

(iii) The total annual exclusion coverage available with respect to gifts to the Trust for the 2023 tax year is Fifty-One Thousand Dollars ($51,000) (i.e., $17,000 × 3 beneficiaries);

(iv) The balance of the annual premium, in the amount of One Hundred Thirty-Six Thousand Five Hundred Dollars ($136,500), to the extent funded by additional gifts from the Assignor, shall be applied against the Assignor's lifetime gift and estate tax exemption under Section 2505 of the Code (the applicable exclusion amount for 2023 being $12,920,000); and

(v) The foregoing is for informational purposes only and does not obligate the Assignor to make any gifts to the Trust in any amount or at any time.

Section 4.4 — Cooperation with Insurer. The Assignor covenants and agrees that he shall fully cooperate with the Assignee and the Insurer in connection with the processing, recording, and effectuation of this Assignment, including, without limitation, executing any forms, applications, endorsements, or other documents that Beacon Life Assurance Company may require in connection with the change of ownership and beneficiary of the Policy, responding to any inquiries from the Insurer regarding the Assignment, and providing such identification, documentation, or verification as the Insurer may reasonably request. The Insurer Acknowledgment and Consent Form attached hereto as Exhibit B shall be executed and submitted to the Insurer contemporaneously with this Assignment.

ARTICLE V — BENEFICIARY DESIGNATION

Section 5.1 — Change of Beneficiary. Simultaneously with the execution of this Assignment, the Assignee, as the new owner of the Policy, shall file a change of beneficiary form (or such other form as may be required by the Insurer) with Beacon Life Assurance Company designating the Caldwell Family Insurance Trust dated March 15, 2023 as the sole primary beneficiary of the Fifteen Million Dollar ($15,000,000) death benefit payable under the Policy. The Assignee is hereby authorized and directed to take all actions necessary to effectuate such change of beneficiary designation, and the Assignor shall cooperate fully with the Assignee in connection therewith. The change of beneficiary form is included as part of the Insurer Acknowledgment and Consent Form attached hereto as Exhibit B.

Section 5.2 — Irrevocable Beneficiary Designation. The beneficiary designation under the Policy shall be subject to the terms, provisions, and conditions of the Trust agreement dated March 15, 2023. The Trustee, as the sole owner of the Policy from and after the Effective Date, shall have the exclusive right to change, modify, or revoke beneficiary designations under the Policy in accordance with and as permitted by the Trust agreement. The Assignor shall have no right to direct, approve, or otherwise influence the beneficiary designation under the Policy from and after the Effective Date. The death benefit proceeds of the Policy shall be payable to the Trustee, as beneficiary, and shall be administered and distributed in accordance with the terms of the Trust agreement.

ARTICLE VI — TAX MATTERS

Section 6.1 — Estate Tax Intent. The Assignor and the Assignee acknowledge and agree that this Assignment is intended to accomplish the removal of the Policy and all death benefit proceeds thereof from the Assignor's gross estate for purposes of the federal estate tax under Section 2042 of the Code. The Assignor intends, by executing this Assignment, to divest himself of each and every incident of ownership (as such term is defined under Section 2042 of the Code and the Treasury Regulations promulgated thereunder) in the Policy, such that neither the Policy nor its proceeds shall be includible in the Assignor's gross estate upon the Assignor's death.

The parties further acknowledge that, pursuant to Section 2035(a) of the Code, if the Assignor dies within three (3) years of the Effective Date of this Assignment (i.e., prior to March 15, 2026), the death benefit proceeds of the Policy may be included in the Assignor's gross estate for federal estate tax purposes, notwithstanding the execution of this Assignment and the Assignor's complete divestiture of all incidents of ownership hereunder. The parties have been advised of this three-year lookback rule and have made this Assignment with full knowledge of and subject to such risk. Nothing in this Assignment shall be construed as creating any obligation on the part of the Assignor, the Assignee, or any other party to take any action to mitigate the potential application of Section 2035(a) of the Code, and the Assignor acknowledges that neither the Assignee nor the Assignor's legal counsel has guaranteed that the Policy proceeds will be excluded from the Assignor's gross estate.

Section 6.2 — Gift Tax Reporting. The Assignor acknowledges that this Assignment may constitute a taxable gift for purposes of Chapter 12 of the Code (federal gift tax) to the extent that the fair market value of the Policy (which, for a newly issued policy, is generally measured by reference to the cash surrender value, if any, or the interpolated terminal reserve value of the Policy, plus any unearned premiums) on the Effective Date exceeds the available federal gift tax annual exclusions and exemptions. Any such taxable gift resulting from this Assignment shall be reported on the Assignor's federal gift tax return (IRS Form 709, United States Gift (and Generation-Skipping Transfer) Tax Return) for the 2023 tax year. Such gift tax return shall be prepared in coordination with the Assignor's accounting firm, Strathmore Corporation & Greaves LLP, Attention: Martin J. Prescott, CPA, and the Assignor's legal counsel at Calderwood & Harkness LLP, Attention: Sylvia Hartwell, Specialist Partner, Tax. The Assignor shall be solely responsible for the preparation and filing of such gift tax return and for the payment of any gift tax, if any, resulting from this Assignment.

Section 6.3 — No Tax Advice by Insurer. The Assignor and the Assignee acknowledge and agree that the Insurer, Beacon Life Assurance Company, provides no tax advice, legal advice, or estate planning advice in connection with this Assignment or any transaction contemplated hereby. The Insurer has made no representation or warranty, express or implied, regarding the tax consequences of this Assignment. The Assignor has relied solely upon his own legal counsel, tax advisors, and estate planning professionals regarding the income tax, gift tax, estate tax, generation-skipping transfer tax, and other tax consequences of this Assignment, and the Assignor shall look solely to such advisors, and not to the Insurer, with respect to any questions or issues relating to the tax treatment of this Assignment or the Policy.

ARTICLE VII — MISCELLANEOUS PROVISIONS

Section 7.1 — Governing Law. This Assignment shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to the conflict of laws principles thereof, consistent with the situs of the Caldwell Family Insurance Trust. To the extent any provision of this Assignment is governed by the laws of the state of domicile of the Insurer or by federal law, such laws shall apply to the extent required.

Section 7.2 — Binding Effect. This Assignment shall be binding upon and inure to the benefit of the Assignor and the Assignee, and their respective heirs, executors, administrators, personal representatives, successors, and assigns. This Assignment shall also be binding upon the Insurer upon its receipt and recording of this Assignment on its books and records. The Insurer shall be fully protected in recognizing and acting upon this Assignment in accordance with its terms, and the Insurer shall be entitled to rely upon the representations, warranties, and covenants of the Assignor and the Assignee set forth herein without independent investigation or verification.

Section 7.3 — Entire Agreement. This Assignment, together with the exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement between the Assignor and the Assignee with respect to the assignment and transfer of the Policy and supersedes all prior negotiations, discussions, understandings, agreements, representations, and warranties, whether oral or written, between the parties with respect to the subject matter hereof. No modification, amendment, supplement, or waiver of this Assignment shall be binding unless executed in writing by the party against whom enforcement is sought.

Section 7.4 — Severability. If any provision of this Assignment, or the application thereof to any person, entity, or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the remaining provisions of this Assignment shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by applicable law. The invalidity, illegality, or unenforceability of any provision of this Assignment in any jurisdiction shall not affect the validity, legality, or enforceability of such provision in any other jurisdiction.

Section 7.5 — Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Assignment by facsimile or electronic transmission (including portable document format (.pdf)) shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original counterpart.

Section 7.6 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Assignment shall be in writing and shall be deemed to have been duly given when delivered personally, when sent by certified or registered United States mail (postage prepaid, return receipt requested), when sent by nationally recognized overnight courier service, or when transmitted by electronic mail (with confirmation of receipt), to the parties at the following addresses (or at such other address as a party may designate by written notice to the other parties):

To the Assignor: Jonathan R. Caldwell 418 East 72nd Street, Apt. 14A New York, New York 10021

To the Assignee: Northgate Trust Company of Delaware

Attn: Philip A. Rossiter, Senior Vice President, Trust Administration

1201 North Market Street, Suite 1600 Wilmington, Delaware 19801

To the Insurer: Beacon Life Assurance Company Policy Services Department 100 Constitution Plaza Hartford, Connecticut 06103 Re: Policy No. BLA-2023-77419

With a copy to Assignor's Counsel: Calderwood & Harkness LLP

Attn: Victoria Chambers / Monica Reyes

375 Park Avenue, 42nd Floor New York, New York 10152 Re: Matter No. 1034-00004

Section 7.7 — Headings. The section and article headings contained in this Assignment are inserted for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of this Assignment.

IN WITNESS WHEREOF, the Assignor and the Assignee have executed this Absolute Assignment of Life Insurance Policy as of the date first written above.

ASSIGNOR:

________________________________________

Jonathan Robert Caldwell

Printed Name: Jonathan Robert Caldwell

Date: March 15, 2023

Address: 418 East 72nd Street, Apt. 14A

New York, New York 10021

ASSIGNEE:

NORTHGATE TRUST COMPANY OF DELAWARE, as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023

By: ________

Name: Philip A. Rossiter

Title: Senior Vice President, Trust Administration

Date: March 15, 2023

Address: 1201 North Market Street, Suite 1600

Wilmington, Delaware 19801

NOTARY ACKNOWLEDGMENT — ASSIGNOR

STATE OF NEW YORK COUNTY OF NEW YORK

On this 15th day of March, 2023, before me, the undersigned, a Notary Public in and for said State, personally appeared Jonathan Robert Caldwell, personally known to me (or proved to me on the basis of satisfactory evidence) to be the individual whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his individual capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public, State of New York

Printed Name: ________

Commission No.: ________ My Commission Expires: ________

[NOTARY SEAL]

NOTARY ACKNOWLEDGMENT — ASSIGNEE

STATE OF DELAWARE COUNTY OF NEW CASTLE

On this 15th day of March, 2023, before me, the undersigned, a Notary Public in and for said State, personally appeared Philip A. Rossiter, personally known to me (or proved to me on the basis of satisfactory evidence) to be the individual whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as Senior Vice President, Trust Administration, of Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023, and that by his signature on the instrument, the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public, State of Delaware

Printed Name: ________

Commission No.: ________ My Commission Expires: ________

[NOTARY SEAL]

EXHIBIT A

POLICY INFORMATION SCHEDULE

The following is a summary of the information pertaining to the Policy that is the subject of the foregoing Absolute Assignment of Life Insurance Policy:

EXHIBIT B

INSURER ACKNOWLEDGMENT AND CONSENT FORM

ACKNOWLEDGMENT AND RECORDING OF ABSOLUTE ASSIGNMENT OF POLICY

TO: Beacon Life Assurance Company Policy Services Department 100 Constitution Plaza Hartford, Connecticut 06103

RE: Policy No. BLA-2023-77419 — Absolute Assignment of Policy

Section 1 — Notice of Assignment

The undersigned Assignor and Assignee hereby notify Beacon Life Assurance Company (the "Company") that Jonathan R. Caldwell (the "Assignor") has irrevocably assigned, transferred, and conveyed all of his right, title, and interest in and to the second-to-die universal life insurance policy bearing Policy Number BLA-2023-77419 (the "Policy"), insuring the lives of Jonathan Robert Caldwell and Eleanor Victoria Caldwell, to Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023 (the "Assignee"), pursuant to that certain Absolute Assignment of Life Insurance Policy dated as of March 15, 2023, a copy of which is attached hereto or has been previously provided to the Company.

The effective date of the assignment is March 15, 2023.

The undersigned hereby request that the Company:

(a) Record this assignment on its books and records;

(b) Change the owner of record of the Policy from Jonathan R. Caldwell to Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023; and

(c) Direct all future correspondence, notices, premium billings, statements, and communications with respect to the Policy to the Assignee at the following address:

Northgate Trust Company of Delaware

Attn: Philip A. Rossiter, SVP, Trust Administration

1201 North Market Street, Suite 1600 Wilmington, Delaware 19801

Section 2 — Change of Beneficiary Request

In connection with the foregoing assignment, the undersigned Assignee, as the new owner of the Policy, hereby requests that the Company change the primary beneficiary under the Policy as follows:

Primary Beneficiary: Caldwell Family Insurance Trust dated March 15, 2023, Northgate Trust Company of Delaware, Trustee.

Contingent Beneficiary: As directed by the Trustee from time to time in accordance with the terms of the Trust agreement. Until further written direction is received from the Trustee, the contingent beneficiary designation shall remain as specified on the current beneficiary designation form on file with the Company, or, if none, the estate of the survivor of the insured lives.

Section 3 — Representations to the Company

The Assignor represents and warrants to the Company that the Policy is free and clear of all liens, claims, encumbrances, prior assignments, pledges, and security interests, that there are no outstanding policy loans or other indebtedness against the Policy, and that there are no prior unrecorded assignments of the Policy or any interest therein.

The Assignee, as the new owner of the Policy, hereby accepts all obligations of the policy owner under the Policy, including, without limitation, the obligation to pay all premiums due and payable under the Policy from and after the effective date of the assignment. The Assignee acknowledges that the Company may rely upon this acceptance in processing and recording the assignment.

Section 4 — Assignor Signature (for Insurer's Records)

________________________________________

Jonathan R. Caldwell Assignor / Former Owner

Date: March 15, 2023

Section 5 — Assignee Signature (for Insurer's Records)

NORTHGATE TRUST COMPANY OF DELAWARE, as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023

By: ________

Name: Philip A. Rossiter

Title: Senior Vice President, Trust Administration

Date: March 15, 2023

Section 6 — Company Acknowledgment

(To be completed by Beacon Life Assurance Company)

Beacon Life Assurance Company hereby acknowledges receipt of the foregoing Absolute Assignment of Policy No. BLA-2023-77419 and has recorded said assignment on its books and records effective as of ____. The Company further acknowledges the change of owner and beneficiary as set forth above and confirms that, from and after the effective date of recording, the Company shall recognize Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023, as the sole owner and the Caldwell Family Insurance Trust dated March 15, 2023 as the primary beneficiary of the Policy.

BEACON LIFE ASSURANCE COMPANY

By: ________

Name: ________

Title: ________

Date: ________

[COMPANY SEAL / STAMP]

Date Recorded: ________

Confirmation copies of this recorded assignment shall be sent to:

1. Northgate Trust Company of Delaware (Assignee)

Attn: Philip A. Rossiter, SVP, Trust Administration

1201 North Market Street, Suite 1600 Wilmington, Delaware 19801

2. Jonathan R. Caldwell (Former Owner / Assignor)

418 East 72nd Street, Apt. 14A New York, New York 10021

3. Calderwood & Harkness LLP (Assignor's Counsel)

Attn: Monica Reyes

375 Park Avenue, 42nd Floor New York, New York 10152 Ref: Matter No. 1034-00004, Billing Code 78412-JRC

— End of Document —

Item	Detail
Insurer	Beacon Life Assurance Company, 100 Constitution Plaza, Hartford, Connecticut 06103
Policy Number	BLA-2023-77419
Policy Type	Second-to-Die Universal Life Insurance
Insured Lives	Jonathan Robert Caldwell (DOB: March 14, 1956) and Eleanor Victoria Caldwell (DOB: September 22, 1958)
Policy Owner (Prior to Assignment)	Jonathan R. Caldwell
Death Benefit	$15,000,000
Annual Premium	$187,500
Premium Mode	Annual
Policy Date / Issue Date	March 2023 (per policy face page)
Cash Surrender Value as of Effective Date	$0 (newly issued policy; minimal or zero cash surrender value)
Outstanding Policy Loans	None
Existing Assignments or Encumbrances	None
Current Beneficiary Designation (Prior to Assignment)	To be changed to Caldwell Family Insurance Trust dated March 15, 2023, Northgate Trust Company of Delaware, Trustee
Insurance Broker	Glenmore Insurance Brokerage LLC, Attn: Nathan C. Freed, SVP, Private Client Division, 44 Wall Street, Suite 1200, New York, New York 10005

ABSOLUTE ASSIGNMENT OF LIFE INSURANCE POLICY
Policy No. BLA-2023-77419
Beacon Life Assurance Company
Assignor: Jonathan R. Caldwell
Assignee: Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023
Effective Date: March 15, 2023
ABSOLUTE ASSIGNMENT OF LIFE INSURANCE POLICY
This Absolute Assignment of Life Insurance Policy (this "Assignment") is made and entered into as of March 15, 2023 (the "Effective Date"), by and between Jonathan R. Caldwell, an individual residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021 (the "Assignor"), and Northgate Trust Company of Delaware, a Delaware trust company, with principal offices at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801, acting in its capacity as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023 (the "Assignee" or "Trustee").
RECITALS
WHEREAS:
A. The Policy. The Assignor is the owner of a certain second-to-die universal life insurance policy issued by Beacon Life Assurance Company, a Connecticut domiciled insurance company, with principal offices at 100 Constitution Plaza, Hartford, Connecticut 06103 (the "Insurer" or the "Company"), bearing Policy Number BLA-2023-77419 (the "Policy"). The Policy insures the joint lives of Jonathan Robert Caldwell (date of birth: March 14, 1956; last four digits of Social Security Number: 4781) and Eleanor Victoria Caldwell (date of birth: September 22, 1958; last four digits of Social Security Number: 6203), and provides for a death benefit in the amount of Fifteen Million Dollars ($15,000,000), payable upon the death of the survivor of the two insured lives. The Policy is a second-to-die universal life insurance policy, and the annual premium payable with respect to the Policy is One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500). A summary of the Policy information is set forth on Exhibit A attached hereto and incorporated herein by reference.
B. The Trust. The Assignor has established an irrevocable trust known as the Caldwell Family Insurance Trust (the "Trust" or the "ILIT"), dated as of March 15, 2023, for the purposes set forth therein. The Trust is governed by the laws of the State of Delaware and has its situs in the State of Delaware. Northgate Trust Company of Delaware, a Delaware trust company duly organized and existing under the laws of the State of Delaware, with principal offices at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801, has been appointed and is serving as the Trustee of the Trust.
C. Purpose of Assignment. The Assignor desires to irrevocably assign, transfer, and convey all of his right, title, and interest in and to the Policy to the Assignee, as Trustee of the Caldwell Family Insurance Trust, in order to remove the Policy and all proceeds thereof from the Assignor's gross estate for federal estate tax purposes under Section 2042 of the Internal Revenue Code of 1986, as amended (the "Code"), and to effectuate the purposes of the Trust. The Assignor intends that, from and after the Effective Date of this Assignment, the Assignor shall retain no incidents of ownership (as such term is defined under Section 2042 of the Code and the Treasury Regulations promulgated thereunder) in the Policy. The parties acknowledge that under Section 2035(a) of the Code, a transfer of a life insurance policy within three years of the transferor's death may result in inclusion of the policy proceeds in the transferor's gross estate, and this Assignment is made with full knowledge of such provision and with the expectation that the Assignor will survive the Effective Date by more than three years.
D. Consideration. This Assignment is made for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, and in furtherance of the Assignor's estate planning objectives as set forth in the Trust agreement and the Assignor's comprehensive estate plan.
NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by reference), the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE I — DEFINITIONS
For purposes of this Assignment, the following terms shall have the meanings set forth below:
Section 1.1 — "Assignor." "Assignor" means Jonathan R. Caldwell, an individual residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021.
Section 1.2 — "Assignee." "Assignee" means Northgate Trust Company of Delaware, a Delaware trust company, with principal offices at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801, acting in its capacity as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023, and any successor trustee appointed in accordance with the terms of the Trust agreement.
Section 1.3 — "Insurer" or "Company." "Insurer" or "Company" means Beacon Life Assurance Company, a Connecticut domiciled insurance company, with principal offices at 100 Constitution Plaza, Hartford, Connecticut 06103, the issuer of the Policy.
Section 1.4 — "Policy." "Policy" means the Beacon Life Assurance Company second-to-die universal life insurance policy, bearing Policy Number BLA-2023-77419, insuring the joint lives of Jonathan Robert Caldwell and Eleanor Victoria Caldwell, with a death benefit of Fifteen Million Dollars ($15,000,000) and an annual premium of One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500), together with all riders, endorsements, supplements, amendments, and modifications thereto, whether now existing or hereafter made.
Section 1.5 — "Trust." "Trust" means the Caldwell Family Insurance Trust, an irrevocable trust established on March 15, 2023, by Jonathan R. Caldwell, as Grantor, with Northgate Trust Company of Delaware serving as Trustee, governed by the laws of the State of Delaware, as such trust agreement may be amended, restated, or modified from time to time in accordance with its terms.
Section 1.6 — "Effective Date." "Effective Date" means March 15, 2023, the date as of which this Assignment shall take effect.
Section 1.7 — "Code." "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto. All references to specific sections of the Code shall include any corresponding provisions of any succeeding law.
Section 1.8 — "Incidents of Ownership." "Incidents of Ownership" has the meaning ascribed to such term under Section 2042 of the Code and Treasury Regulations Section 20.2042-1(c), and includes, without limitation, the right to change the beneficiary, the right to surrender or cancel the policy, the right to assign the policy, the right to pledge the policy, the right to borrow against the policy, and any other economic benefits of the policy retained by or accessible to the insured or the policy owner.
ARTICLE II — ABSOLUTE ASSIGNMENT
Section 2.1 — Grant of Assignment. The Assignor hereby irrevocably and unconditionally assigns, transfers, sets over, conveys, and delivers to the Assignee, as Trustee of the Caldwell Family Insurance Trust, all of the Assignor's right, title, and interest in, to, and under the Policy, effective as of March 15, 2023. This Assignment is absolute, unconditional, and irrevocable in all respects. The Assignor intends this Assignment to constitute a present, completed, and irrevocable transfer of all ownership rights in the Policy, and the Assignor acknowledges that upon execution and delivery of this Assignment, the Assignor shall have no further right, title, or interest in or to the Policy whatsoever.
Section 2.2 — Rights Transferred. Without limiting the generality of Section 2.1, the Assignor hereby assigns, transfers, conveys, and delivers to the Assignee all rights, privileges, options, elections, powers, and incidents of ownership in and under the Policy, including, without limitation, the following:
(a) The right to collect and receive all benefits, proceeds, dividends, distributions, and amounts of any kind payable under the Policy, including, without limitation, the Fifteen Million Dollar ($15,000,000) death benefit payable upon the death of the survivor of the insured lives;
(b) The right to change, designate, or revoke the beneficiary or beneficiaries under the Policy, including primary and contingent beneficiary designations;
(c) The right to assign, transfer, sell, or otherwise dispose of the Policy, in whole or in part, to any person or entity;
(d) The right to surrender, cancel, lapse, or convert the Policy and to receive the cash surrender value or any other amounts payable upon such surrender, cancellation, lapse, or conversion;
(e) The right to borrow against the Policy or to obtain policy loans, and the right to pledge, hypothecate, or otherwise encumber the Policy or any interest therein as collateral security for any obligation;
(f) The right to elect, change, or revoke settlement options available under the Policy;
(g) The right to exercise any and all options, privileges, elections, rights, and powers available under the Policy, including, without limitation, the right to elect paid-up insurance, extended term insurance, or any other nonforfeiture option;
(h) The right to receive refunds of premiums, dividends, credits, experience rating adjustments, or other amounts payable or refundable under the Policy;
(i) The right to change the mode, frequency, or method of premium payment under the Policy;
(j) The right to agree to, consent to, or approve any modification, amendment, alteration, endorsement, rider, or supplement to the Policy in consultation or negotiation with the Insurer;
(k) The right to receive all notices, correspondence, statements, and communications from the Insurer with respect to the Policy; and
(l) All other incidents of ownership in the Policy as defined under Section 2042 of the Code and Treasury Regulations Section 20.2042-1(c) thereunder, whether or not specifically enumerated herein, it being the express intention of the Assignor to divest himself of each and every right, privilege, option, power, and incident of ownership in and to the Policy.
Section 2.3 — Effective Date. This Assignment shall be effective as of March 15, 2023. From and after the Effective Date, the Assignee shall be the sole and exclusive owner of the Policy, vested with all rights, privileges, and incidents of ownership in the Policy as fully and completely as if the Policy had been originally issued to the Assignee. The Insurer is hereby authorized and directed to recognize the Assignee as the sole owner of the Policy from and after the Effective Date and to deal exclusively with the Assignee (or its authorized representatives) with respect to all matters relating to the Policy.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR
The Assignor hereby represents and warrants to the Assignee as follows, each of which representations and warranties is true, correct, and complete as of the Effective Date:
Section 3.1 — Ownership. The Assignor represents and warrants that he is the sole and absolute owner of the Policy and has full right, power, and authority to make this Assignment. No other person or entity has any ownership interest in the Policy, and no consent of any third party (other than the recording of the Assignment by the Insurer) is required to effectuate this Assignment.
Section 3.2 — No Prior Assignment or Encumbrance. The Assignor represents and warrants that the Policy has not been previously assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether in whole or in part, and that there are no liens, claims, charges, security interests, options, or encumbrances of any kind against the Policy or any interest therein. The Policy is free and clear of all claims and interests of every nature whatsoever.
Section 3.3 — Policy in Force. The Assignor represents and warrants that the Policy is in full force and effect as of the Effective Date. All premiums due and payable under the Policy through the Effective Date have been timely paid in full, and no default, lapse, or grace period exists under the terms of the Policy. The Policy has not been modified, amended, or altered in any manner that would impair or diminish the death benefit or other benefits payable thereunder, except as may be reflected on the face of the Policy or in endorsements attached thereto.
Section 3.4 — No Outstanding Loans. The Assignor represents and warrants that there are no outstanding policy loans, advances, or other indebtedness of any kind against the Policy as of the Effective Date. No portion of the cash surrender value, if any, of the Policy has been borrowed against or otherwise drawn upon.
Section 3.5 — Authority. The Assignor represents and warrants that he has the legal capacity, competence, and authority to execute and deliver this Assignment and to perform all of his obligations hereunder. The execution and delivery of this Assignment by the Assignor does not and will not violate, conflict with, or result in a breach of any agreement, instrument, order, judgment, decree, law, or regulation to which the Assignor is a party or by which the Assignor or the Policy is bound.
Section 3.6 — Insurance Broker. The Assignor represents and warrants that the Policy was procured through Glenmore Insurance Brokerage LLC, Attention: Nathan C. Freed, Senior Vice President, Private Client Division, located at 44 Wall Street, Suite 1200, New York, New York 10005, which served as the insurance broker in connection with the application for and issuance of the Policy. The Assignor acknowledges that Glenmore Insurance Brokerage LLC acted solely as a broker in connection with the procurement of the Policy and did not act as agent of the Insurer for purposes of underwriting, binding, or issuing the Policy.
ARTICLE IV — OBLIGATIONS AND COVENANTS
Section 4.1 — Relinquishment of All Rights. The Assignor hereby irrevocably relinquishes, surrenders, and releases all rights, powers, privileges, options, elections, and incidents of ownership in and to the Policy, effective as of the Effective Date. The Assignor shall retain no reversionary interest, contingent interest, or other interest of any kind in the Policy or in the proceeds thereof. From and after the Effective Date, the Assignor shall not exercise, or attempt to exercise, directly or indirectly, any rights under or with respect to the Policy, and shall not hold himself out to the Insurer, any beneficiary, or any third party as having any right, title, or interest in the Policy. The Assignor acknowledges and agrees that this relinquishment is intended to be complete, absolute, and irrevocable, and that the Assignor shall take no action that would cause the Policy or its proceeds to be included in the Assignor's gross estate for federal estate tax purposes under Section 2042 of the Code.
Section 4.2 — Further Assurances. The Assignor covenants and agrees that he shall, at any time and from time to time after the Effective Date, upon the reasonable request of the Assignee, the Insurer, or any governmental authority, execute and deliver such additional instruments, documents, endorsements, forms, applications, and other writings, and take such further actions, as may be reasonably necessary or desirable to effectuate, confirm, evidence, or perfect this Assignment and the transfer of ownership of the Policy to the Assignee. Without limiting the generality of the foregoing, the Assignor shall execute and deliver any assignment forms, owner change forms, beneficiary change forms, or other documents required by Beacon Life Assurance Company in order to record the transfer of ownership of the Policy on the books and records of the Insurer. The Assignor shall bear no expense in connection with the preparation or filing of such additional instruments or documents; provided, however, that the Assignor shall reasonably cooperate in the execution and delivery thereof.
Section 4.3 — Premium Payments. From and after the Effective Date, the Assignee, as Trustee of the Caldwell Family Insurance Trust, shall be solely responsible for the timely payment of all premiums due and payable under the Policy, including, without limitation, the annual premium of One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500). The Assignor acknowledges that he shall have no obligation to pay premiums on the Policy from and after the Effective Date, but the Assignor further acknowledges that he may, from time to time, make cash gifts to the Trust for the purpose of enabling the Trustee to pay premiums on the Policy. Any such gifts by the Assignor to the Trust shall be subject to the Crummey withdrawal provisions set forth in Article [__] of the Trust agreement, pursuant to which the beneficiaries of the Trust shall be given notice of their right to withdraw contributed amounts within the time period specified therein, in accordance with the requirements for qualifying such contributions as present-interest gifts eligible for the federal gift tax annual exclusion under Section 2503(b) of the Code.
The parties acknowledge the following with respect to the anticipated premium funding structure:
(i) The 2023 federal gift tax annual exclusion amount is Seventeen Thousand Dollars ($17,000) per donee;
(ii) The Trust has three (3) Crummey beneficiaries, namely Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell;
(iii) The total annual exclusion coverage available with respect to gifts to the Trust for the 2023 tax year is Fifty-One Thousand Dollars ($51,000) (i.e., $17,000 × 3 beneficiaries);
(iv) The balance of the annual premium, in the amount of One Hundred Thirty-Six Thousand Five Hundred Dollars ($136,500), to the extent funded by additional gifts from the Assignor, shall be applied against the Assignor's lifetime gift and estate tax exemption under Section 2505 of the Code (the applicable exclusion amount for 2023 being $12,920,000); and
(v) The foregoing is for informational purposes only and does not obligate the Assignor to make any gifts to the Trust in any amount or at any time.
Section 4.4 — Cooperation with Insurer. The Assignor covenants and agrees that he shall fully cooperate with the Assignee and the Insurer in connection with the processing, recording, and effectuation of this Assignment, including, without limitation, executing any forms, applications, endorsements, or other documents that Beacon Life Assurance Company may require in connection with the change of ownership and beneficiary of the Policy, responding to any inquiries from the Insurer regarding the Assignment, and providing such identification, documentation, or verification as the Insurer may reasonably request. The Insurer Acknowledgment and Consent Form attached hereto as Exhibit B shall be executed and submitted to the Insurer contemporaneously with this Assignment.
ARTICLE V — BENEFICIARY DESIGNATION
Section 5.1 — Change of Beneficiary. Simultaneously with the execution of this Assignment, the Assignee, as the new owner of the Policy, shall file a change of beneficiary form (or such other form as may be required by the Insurer) with Beacon Life Assurance Company designating the Caldwell Family Insurance Trust dated March 15, 2023 as the sole primary beneficiary of the Fifteen Million Dollar ($15,000,000) death benefit payable under the Policy. The Assignee is hereby authorized and directed to take all actions necessary to effectuate such change of beneficiary designation, and the Assignor shall cooperate fully with the Assignee in connection therewith. The change of beneficiary form is included as part of the Insurer Acknowledgment and Consent Form attached hereto as Exhibit B.
Section 5.2 — Irrevocable Beneficiary Designation. The beneficiary designation under the Policy shall be subject to the terms, provisions, and conditions of the Trust agreement dated March 15, 2023. The Trustee, as the sole owner of the Policy from and after the Effective Date, shall have the exclusive right to change, modify, or revoke beneficiary designations under the Policy in accordance with and as permitted by the Trust agreement. The Assignor shall have no right to direct, approve, or otherwise influence the beneficiary designation under the Policy from and after the Effective Date. The death benefit proceeds of the Policy shall be payable to the Trustee, as beneficiary, and shall be administered and distributed in accordance with the terms of the Trust agreement.
ARTICLE VI — TAX MATTERS
Section 6.1 — Estate Tax Intent. The Assignor and the Assignee acknowledge and agree that this Assignment is intended to accomplish the removal of the Policy and all death benefit proceeds thereof from the Assignor's gross estate for purposes of the federal estate tax under Section 2042 of the Code. The Assignor intends, by executing this Assignment, to divest himself of each and every incident of ownership (as such term is defined under Section 2042 of the Code and the Treasury Regulations promulgated thereunder) in the Policy, such that neither the Policy nor its proceeds shall be includible in the Assignor's gross estate upon the Assignor's death.
The parties further acknowledge that, pursuant to Section 2035(a) of the Code, if the Assignor dies within three (3) years of the Effective Date of this Assignment (i.e., prior to March 15, 2026), the death benefit proceeds of the Policy may be included in the Assignor's gross estate for federal estate tax purposes, notwithstanding the execution of this Assignment and the Assignor's complete divestiture of all incidents of ownership hereunder. The parties have been advised of this three-year lookback rule and have made this Assignment with full knowledge of and subject to such risk. Nothing in this Assignment shall be construed as creating any obligation on the part of the Assignor, the Assignee, or any other party to take any action to mitigate the potential application of Section 2035(a) of the Code, and the Assignor acknowledges that neither the Assignee nor the Assignor's legal counsel has guaranteed that the Policy proceeds will be excluded from the Assignor's gross estate.
Section 6.2 — Gift Tax Reporting. The Assignor acknowledges that this Assignment may constitute a taxable gift for purposes of Chapter 12 of the Code (federal gift tax) to the extent that the fair market value of the Policy (which, for a newly issued policy, is generally measured by reference to the cash surrender value, if any, or the interpolated terminal reserve value of the Policy, plus any unearned premiums) on the Effective Date exceeds the available federal gift tax annual exclusions and exemptions. Any such taxable gift resulting from this Assignment shall be reported on the Assignor's federal gift tax return (IRS Form 709, United States Gift (and Generation-Skipping Transfer) Tax Return) for the 2023 tax year. Such gift tax return shall be prepared in coordination with the Assignor's accounting firm, Strathmore Corporation & Greaves LLP, Attention: Martin J. Prescott, CPA, and the Assignor's legal counsel at Calderwood & Harkness LLP, Attention: Sylvia Hartwell, Specialist Partner, Tax. The Assignor shall be solely responsible for the preparation and filing of such gift tax return and for the payment of any gift tax, if any, resulting from this Assignment.
Section 6.3 — No Tax Advice by Insurer. The Assignor and the Assignee acknowledge and agree that the Insurer, Beacon Life Assurance Company, provides no tax advice, legal advice, or estate planning advice in connection with this Assignment or any transaction contemplated hereby. The Insurer has made no representation or warranty, express or implied, regarding the tax consequences of this Assignment. The Assignor has relied solely upon his own legal counsel, tax advisors, and estate planning professionals regarding the income tax, gift tax, estate tax, generation-skipping transfer tax, and other tax consequences of this Assignment, and the Assignor shall look solely to such advisors, and not to the Insurer, with respect to any questions or issues relating to the tax treatment of this Assignment or the Policy.
ARTICLE VII — MISCELLANEOUS PROVISIONS
Section 7.1 — Governing Law. This Assignment shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to the conflict of laws principles thereof, consistent with the situs of the Caldwell Family Insurance Trust. To the extent any provision of this Assignment is governed by the laws of the state of domicile of the Insurer or by federal law, such laws shall apply to the extent required.
Section 7.2 — Binding Effect. This Assignment shall be binding upon and inure to the benefit of the Assignor and the Assignee, and their respective heirs, executors, administrators, personal representatives, successors, and assigns. This Assignment shall also be binding upon the Insurer upon its receipt and recording of this Assignment on its books and records. The Insurer shall be fully protected in recognizing and acting upon this Assignment in accordance with its terms, and the Insurer shall be entitled to rely upon the representations, warranties, and covenants of the Assignor and the Assignee set forth herein without independent investigation or verification.
Section 7.3 — Entire Agreement. This Assignment, together with the exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement between the Assignor and the Assignee with respect to the assignment and transfer of the Policy and supersedes all prior negotiations, discussions, understandings, agreements, representations, and warranties, whether oral or written, between the parties with respect to the subject matter hereof. No modification, amendment, supplement, or waiver of this Assignment shall be binding unless executed in writing by the party against whom enforcement is sought.
Section 7.4 — Severability. If any provision of this Assignment, or the application thereof to any person, entity, or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the remaining provisions of this Assignment shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by applicable law. The invalidity, illegality, or unenforceability of any provision of this Assignment in any jurisdiction shall not affect the validity, legality, or enforceability of such provision in any other jurisdiction.
Section 7.5 — Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Assignment by facsimile or electronic transmission (including portable document format (.pdf)) shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original counterpart.
Section 7.6 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Assignment shall be in writing and shall be deemed to have been duly given when delivered personally, when sent by certified or registered United States mail (postage prepaid, return receipt requested), when sent by nationally recognized overnight courier service, or when transmitted by electronic mail (with confirmation of receipt), to the parties at the following addresses (or at such other address as a party may designate by written notice to the other parties):
To the Assignor: Jonathan R. Caldwell 418 East 72nd Street, Apt. 14A New York, New York 10021
To the Assignee: Northgate Trust Company of Delaware
Attn: Philip A. Rossiter, Senior Vice President, Trust Administration
1201 North Market Street, Suite 1600 Wilmington, Delaware 19801
To the Insurer: Beacon Life Assurance Company Policy Services Department 100 Constitution Plaza Hartford, Connecticut 06103 Re: Policy No. BLA-2023-77419
With a copy to Assignor's Counsel: Calderwood & Harkness LLP
Attn: Victoria Chambers / Monica Reyes
375 Park Avenue, 42nd Floor New York, New York 10152 Re: Matter No. 1034-00004
Section 7.7 — Headings. The section and article headings contained in this Assignment are inserted for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of this Assignment.
IN WITNESS WHEREOF, the Assignor and the Assignee have executed this Absolute Assignment of Life Insurance Policy as of the date first written above.
ASSIGNOR:
________________________________________
Jonathan Robert Caldwell
Printed Name: Jonathan Robert Caldwell
Date: March 15, 2023
Address: 418 East 72nd Street, Apt. 14A
New York, New York 10021
ASSIGNEE:
NORTHGATE TRUST COMPANY OF DELAWARE, as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023
By: ________
Name: Philip A. Rossiter
Title: Senior Vice President, Trust Administration
Date: March 15, 2023
Address: 1201 North Market Street, Suite 1600
Wilmington, Delaware 19801
NOTARY ACKNOWLEDGMENT — ASSIGNOR
STATE OF NEW YORK COUNTY OF NEW YORK
On this 15th day of March, 2023, before me, the undersigned, a Notary Public in and for said State, personally appeared Jonathan Robert Caldwell, personally known to me (or proved to me on the basis of satisfactory evidence) to be the individual whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his individual capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of New York
Printed Name: ________
Commission No.: ________ My Commission Expires: ________
[NOTARY SEAL]
NOTARY ACKNOWLEDGMENT — ASSIGNEE
STATE OF DELAWARE COUNTY OF NEW CASTLE
On this 15th day of March, 2023, before me, the undersigned, a Notary Public in and for said State, personally appeared Philip A. Rossiter, personally known to me (or proved to me on the basis of satisfactory evidence) to be the individual whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as Senior Vice President, Trust Administration, of Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023, and that by his signature on the instrument, the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of Delaware
Printed Name: ________
Commission No.: ________ My Commission Expires: ________
[NOTARY SEAL]
EXHIBIT A
POLICY INFORMATION SCHEDULE
The following is a summary of the information pertaining to the Policy that is the subject of the foregoing Absolute Assignment of Life Insurance Policy:
EXHIBIT B
INSURER ACKNOWLEDGMENT AND CONSENT FORM
ACKNOWLEDGMENT AND RECORDING OF ABSOLUTE ASSIGNMENT OF POLICY
TO: Beacon Life Assurance Company Policy Services Department 100 Constitution Plaza Hartford, Connecticut 06103
RE: Policy No. BLA-2023-77419 — Absolute Assignment of Policy
Section 1 — Notice of Assignment
The undersigned Assignor and Assignee hereby notify Beacon Life Assurance Company (the "Company") that Jonathan R. Caldwell (the "Assignor") has irrevocably assigned, transferred, and conveyed all of his right, title, and interest in and to the second-to-die universal life insurance policy bearing Policy Number BLA-2023-77419 (the "Policy"), insuring the lives of Jonathan Robert Caldwell and Eleanor Victoria Caldwell, to Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023 (the "Assignee"), pursuant to that certain Absolute Assignment of Life Insurance Policy dated as of March 15, 2023, a copy of which is attached hereto or has been previously provided to the Company.
The effective date of the assignment is March 15, 2023.
The undersigned hereby request that the Company:
(a) Record this assignment on its books and records;
(b) Change the owner of record of the Policy from Jonathan R. Caldwell to Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023; and
(c) Direct all future correspondence, notices, premium billings, statements, and communications with respect to the Policy to the Assignee at the following address:
Northgate Trust Company of Delaware
Attn: Philip A. Rossiter, SVP, Trust Administration
1201 North Market Street, Suite 1600 Wilmington, Delaware 19801
Section 2 — Change of Beneficiary Request
In connection with the foregoing assignment, the undersigned Assignee, as the new owner of the Policy, hereby requests that the Company change the primary beneficiary under the Policy as follows:
Primary Beneficiary: Caldwell Family Insurance Trust dated March 15, 2023, Northgate Trust Company of Delaware, Trustee.
Contingent Beneficiary: As directed by the Trustee from time to time in accordance with the terms of the Trust agreement. Until further written direction is received from the Trustee, the contingent beneficiary designation shall remain as specified on the current beneficiary designation form on file with the Company, or, if none, the estate of the survivor of the insured lives.
Section 3 — Representations to the Company
The Assignor represents and warrants to the Company that the Policy is free and clear of all liens, claims, encumbrances, prior assignments, pledges, and security interests, that there are no outstanding policy loans or other indebtedness against the Policy, and that there are no prior unrecorded assignments of the Policy or any interest therein.
The Assignee, as the new owner of the Policy, hereby accepts all obligations of the policy owner under the Policy, including, without limitation, the obligation to pay all premiums due and payable under the Policy from and after the effective date of the assignment. The Assignee acknowledges that the Company may rely upon this acceptance in processing and recording the assignment.
Section 4 — Assignor Signature (for Insurer's Records)
________________________________________
Jonathan R. Caldwell Assignor / Former Owner
Date: March 15, 2023
Section 5 — Assignee Signature (for Insurer's Records)
NORTHGATE TRUST COMPANY OF DELAWARE, as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023
By: ________
Name: Philip A. Rossiter
Title: Senior Vice President, Trust Administration
Date: March 15, 2023
Section 6 — Company Acknowledgment
(To be completed by Beacon Life Assurance Company)
Beacon Life Assurance Company hereby acknowledges receipt of the foregoing Absolute Assignment of Policy No. BLA-2023-77419 and has recorded said assignment on its books and records effective as of ____. The Company further acknowledges the change of owner and beneficiary as set forth above and confirms that, from and after the effective date of recording, the Company shall recognize Northgate Trust Company of Delaware, as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023, as the sole owner and the Caldwell Family Insurance Trust dated March 15, 2023 as the primary beneficiary of the Policy.
BEACON LIFE ASSURANCE COMPANY
By: ________
Name: ________
Title: ________
Date: ________
[COMPANY SEAL / STAMP]
Date Recorded: ________
Confirmation copies of this recorded assignment shall be sent to:
1.  Northgate Trust Company of Delaware (Assignee)
Attn: Philip A. Rossiter, SVP, Trust Administration
1201 North Market Street, Suite 1600 Wilmington, Delaware 19801
2.  Jonathan R. Caldwell (Former Owner / Assignor)
418 East 72nd Street, Apt. 14A New York, New York 10021
3.  Calderwood & Harkness LLP (Assignor's Counsel)
Attn: Monica Reyes
375 Park Avenue, 42nd Floor New York, New York 10152 Ref: Matter No. 1034-00004, Billing Code 78412-JRC
— End of Document —
Item | Detail
Insurer | Beacon Life Assurance Company, 100 Constitution Plaza, Hartford, Connecticut 06103
Policy Number | BLA-2023-77419
Policy Type | Second-to-Die Universal Life Insurance
Insured Lives | Jonathan Robert Caldwell (DOB: March 14, 1956) and Eleanor Victoria Caldwell (DOB: September 22, 1958)
Policy Owner (Prior to Assignment) | Jonathan R. Caldwell
Death Benefit | $15,000,000
Annual Premium | $187,500
Premium Mode | Annual
Policy Date / Issue Date | March 2023 (per policy face page)
Cash Surrender Value as of Effective Date | $0 (newly issued policy; minimal or zero cash surrender value)
Outstanding Policy Loans | None
Existing Assignments or Encumbrances | None
Current Beneficiary Designation (Prior to Assignment) | To be changed to Caldwell Family Insurance Trust dated March 15, 2023, Northgate Trust Company of Delaware, Trustee
Insurance Broker | Glenmore Insurance Brokerage LLC, Attn: Nathan C. Freed, SVP, Private Client Division, 44 Wall Street, Suite 1200, New York, New York 10005

ABSOLUTE ASSIGNMENT OF LIFE INSURANCE POLICY

ABSOLUTE ASSIGNMENT OF LIFE INSURANCE POLICY

RECITALS

WHEREAS:

ASSIGNOR:

ASSIGNEE:

STATE OF NEW YORK COUNTY OF NEW YORK

STATE OF DELAWARE COUNTY OF NEW CASTLE

EXHIBIT A

POLICY INFORMATION SCHEDULE

EXHIBIT B

INSURER ACKNOWLEDGMENT AND CONSENT FORM

ACKNOWLEDGMENT AND RECORDING OF ABSOLUTE ASSIGNMENT OF POLICY

BEACON LIFE ASSURANCE COMPANY

Record

Parties

Dates

Amounts