211 CMR, § 7.15

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Current through Register 1536, December 6, 2024

Section 7.15 - Form D Instructions

FORM D

PRIOR NOTICE OF A TRANSACTION

Filed with the Division of Insurance of the Commonwealth of Massachusetts

______________________

Name of Registrant

On Behalf of Following Insurance Companies

Name Address

________________________________________________________________

Date:____________________, 20_____

Name, title, address, telephone number, and email of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed:

________________________________________________________________

(1) ITEM 1. IDENTITY OF PARTIES TO TRANSACTION. Furnish the following information for each of the parties to the transaction:

(a) Name.

(b) Home office address.

(c) Principal executive office address.

(d) The organizational structure, i.e. corporation, partnership, individual, trust, etc.

(e) A description of the nature of the parties' business operations.

(f) Relationship, if any, of other parties to the transaction to the insurer filing the notice, including any ownership or debtor/creditor interest by any other parties to the transaction in the insurer seeking approval, or by the insurer filing the notice in the affiliated parties.

(g) Where the transaction is with a non-affiliate, the name(s) of the affiliate(s) which will receive, in whole or in substantial part, the proceeds of the transaction.

(2) ITEM 2. DESCRIPTION OF THE TRANSACTION. Furnish the following information for each transaction for which notice is being given:

(a) A statement as to whether notice is being given under M.G.L. c. 175, § 206C(n).

(b) A statement of the nature of the transaction;

(c) A statement of how the transaction meets the 'fair and reasonable' standard of M.G.L.c. 175, § 206C(m); and

(d) The proposed effective date of the transaction

(3) ITEM 3. SALES, PURCHASES, EXCHANGES, LOANS, EXTENSIONS OF CREDIT, GUARANTEES OR INVESTMENTS. Furnish a brief description of the amount and source of funds, securities, property or other consideration for the sale, purchase, exchange, loan, extension of credit, guarantee, or investment, whether any provision exists for purchase by the insurer filing notice, by any party to the transaction, or by any affiliate of the insurer filing notice, a description of the terms of any securities being received, if any, and a description of any other agreements relating to the transaction such as contracts or agreements for services, consulting agreements and the like. If the transaction involves other than cash, furnish a description of the consideration, its cost and its fair market value, together with an explanation of the basis for evaluation.

If the transaction involves a loan, extension of credit or a guarantee, furnish a description of the maximum amount which the insurer will be obligated to make available under such loan, extension of credit or guarantee, the date on which the credit or guarantee will terminate, and any provisions for the accrual of or deferral of interest.

If the transaction involves an investment, guarantee or other arrangement, state the time period during which the investment, guarantee or other arrangement will remain in effect, together with any provisions for extensions or renewals of such investments, guarantees or arrangements. Furnish a brief statement as to the effect of the transaction upon the insurer's surplus.

No notice need be given if the maximum amount which can at any time be outstanding or for which the insurer can be legally obligated under the loan, extension of credit or guarantee is less than (a) in the case of non-life insurers, the lesser of 3% of the insurer's admitted assets or 25% of surplus as regards policyholders, or (b) in the case of life insurers, 3% of the insurer's admitted assets, each as of the 31^st day of December next preceding.

(4) ITEM 4. LOANS OR EXTENSIONS OF CREDIT TO A NON-AFFILIATE. If the transaction involves a loan or extension of credit to any person who is not an affiliate, furnish a brief description of the agreement or understanding whereby the proceeds of the proposed transaction, in whole or in substantial part, are to be used to make loans or extensions of credit to, to purchase the assets of, or to make investments in, any affiliate of the insurer making such loans or extensions of credit, and specify in what manner the proceeds are to be used to loan to, extend credit to, purchase assets of or make investments in any affiliate. Describe the amount and source of duns, securities, property or other consideration for the loan or extension of credit and, if the transaction is one involving consideration other than cash, a description of its cost and its fair market value together with an explanation of the basis for evaluation. Furnish a brief statement as to the effect of the transaction upon the insurer's surplus.

No notice need be given if the loan or extension of credit is one which equals less than, in the case of non-life insurers, the lesser of 3% of the insurer's admitted assets or 25% of surplus as regards policyholders or, with respect to life insurers, 3% of the insurer's admitted assets, each as of the 31^st day of December next preceding.

(5) ITEM 5. REINSURANCE. If the transaction is a reinsurance agreement or modification thereto, as described by M.G.L. c. 175, § 206C(n)(3), furnish a description of the known and/or estimated amount of liability to be ceded and/or assumed in each calendar year, the period of time during which the agreement will be in effect, and a statement whether an agreement or understanding exists between the insurer and non-affiliate to the effect that any portion of the assets constituting the consideration for the agreement will be transferred to one or more of the insurer's affiliates. Furnish a brief description of the consideration involved in the transaction, and a brief statement as to the effect of the transaction upon the insurer's surplus.

No notice need be given for reinsurance agreements or modifications thereto if the reinsurance premium or a change in the insurer's liabilities in connection with the reinsurance agreement or modification thereto does not equal or exceed the lesser of 3% of the insurer's admitted assets or 25% of the insurer's surplus as regards policyholders, as of the 31^st day of December next preceding.

(6) ITEM 6. MANAGEMENT AGREEMENTS, SERVICE AGREEMENTS AND COST SHARING ARRANGEMENTS. For all management agreements and service contracts, and all cost sharing arrangements which are not based upon generally accepted accounting principles pertaining to cost allocation, and all cost sharing arrangements the transactions under which would be reported as transactions between affiliates on the insurer's annual statement, furnish:

(a) A brief description of the managerial responsibilities, or services to be performed; and

(b) A brief description of the agreement, including a statement of its duration, together with brief descriptions of the basis for compensation and the terms under which payment or compensation is to be made.

For cost-sharing arrangements, furnish:

(a) A brief description of the purpose of the agreement;

(b) A description of the period of time during which the agreement is to be in effect;

(c) A brief description of each party's expenses or costs covered by the agreement;

(d) A brief description of the accounting basis to be used in calculating each party's costs under the agreement;

(e) A brief statement as to the effect of the transaction upon the insurer's policyholder surplus;

(f) A statement regarding the cost allocation methods that specifies whether proposed charges are based on "cost or market". If market based, rationale for using market instead of cost, including justification for the company's determination that amounts are fair and reasonable; and

(g) A statement regarding compliance with the NAIC Accounting Practices and Procedure Manual regarding expense allocation.

(7) ITEM 7. SIGNATURE AND CERTIFICATION. Signature and certification required as follows:

_________________________________________

SIGNATURE

Pursuant to the requirements of M.G.L. c. 175, § 206C(n) and 211 CMR 7.07 __________ has caused this application to be duly signed on its behalf in the City of__________________ and State of________________on the____________day of___________, 20______.

(SEAL)_____________________________

Name of Applicant

By______________________________

(Name) (Title)

Attest:

_____________________

(Signature of Officer)

_____________________

(Title)

CERTIFICATION

The undersigned deposes and says that he or she has duly executed the attached application dated _______________, 20 _____, for and on behalf of_______________________;

(Name of Applicant)

that he or she is the_______________________ of such company and that he or she is

(Title of Officer)

authorized to execute and file such instrument. Deponent further says that he or she is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his/her knowledge, information and belief.