North Dakota Administrative Code › Title 45 - Insurance, Commissioner of › Article 45-03 - Regulation of Insurance Companies › Chapter 45-03-05 - Insurance Holding Company System Model Regulation With Reporting Forms and Instructions › Form D - PRIOR NOTICE OF A TRANSACTION

Current through Supplement No. 393, July, 2024
Filed with the Insurance Department of the State of
				  ___________
BY
___________________________________________
Name of Registrant
On Behalf of the Following Insurance Companies
Name Address
________________________________________________
________________________________________________
________________________________________________
________________________________________________
Date: ___________________ , 20____
Name, title, address, and telephone number of individual to
				  whom notices and correspondence concerning this statement should be
				  addressed:
________________________________________________
________________________________________________
________________________________________________
________________________________________________
ITEM 1. IDENTITY OF PARTIES TO TRANSACTION
Furnish the following information for each of the parties to
				  the transaction:
1. Name.
2. Home office address.
3. Principal executive office address.
4. The organizational structure, i.e., corporation,
				  partnership, individual, trust, etc.
5. A description of the nature of the parties' business
				  operations.
6. 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.
7. Where the transaction is with a nonaffiliate, the names
				  of the affiliates which will receive, in whole or in substantial part, the
				  proceeds of the transaction.
ITEM 2. DESCRIPTION OF THE TRANSACTION
Furnish the following information for each transaction for
				  which notice is being given:
1. A statement as to whether notice is being given under
				  subdivision a, b, c, d, or e of subsection 2 of North Dakota Century Code
				  Section 26.1-10-05;
2. A statement of the nature of the transaction;
3. A statement of how the transaction meets the fair and
				  reasonable standards of subdivision a of subsection 1 of North Dakota Century
				  Code Section 26.1-10-05; and
4. The proposed effective date of the transaction.
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 the 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 the 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
				  nonlife insurers, the lesser of three percent of the insurer's admitted assets
				  or twenty-five percent of surplus as regards policyholders, or (b) in the case
				  of life insurers, three percent of the insurer's admitted assets, each as of
				  the next preceding December thirty-first.
ITEM 4. LOANS OR EXTENSIONS OF CREDIT TO A
				  NONAFFILIATE
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 the 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 funds, 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 nonlife insurers, the lesser of
				  three percent of the insurer's admitted assets or twenty-five percent of
				  surplus as regards policyholders or, with respect to life insurers, three
				  percent of the insurer's admitted assets, each as of the next preceding
				  December thirty-first.
ITEM 5. REINSURANCE
If the transaction is a reinsurance agreement or
				  modification thereto, as described by paragraph 2 of subdivision c of
				  subsection 2 of North Dakota Century Code Section 26.1-10-05, or a reinsurance
				  pooling agreement or modification thereto as described by paragraph 1 of
				  subdivision c of subsection 2 of North Dakota Century Code Section 26.1-10-05,
				  furnish a description of the known or estimated amount of liability to be ceded
				  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 nonaffiliate 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, or the projected reinsurance premium or change in the insurer's
				  liabilities in any of the next three years, in connection with the reinsurance
				  agreement or modification thereto is less than five percent of the insurer's
				  surplus as regards policyholders, as of the next preceding December
				  thirty-first. Notice shall be given for all reinsurance pooling agreements
				  including modifications thereto.
ITEM 6. MANAGEMENT AGREEMENTS, SERVICE AGREEMENTS, AND
				  COST-SHARING ARRANGEMENTS
For management and service agreements, furnish:
1. A brief description of the managerial responsibilities or
				  services to be performed.
2. 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:
1. A brief description of the purpose of the
				  agreement.
2. A description of the period of time during which the
				  agreement is to be in effect.
3. A brief description of each party's expenses or costs
				  covered by the agreement.
4. A brief description of the accounting basis to be used in
				  calculating each party's costs under the agreement.
5. A brief statement as to the effect of the transaction
				  upon the insurer's policyholder surplus.
6. 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.
7. A statement regarding compliance with the National
				  Association of Insurance Commissioners Accounting Practices and Procedure
				  Manual regarding expense allocation.
ITEM 7. SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of North Dakota Century Code
				  Section 26.1-10-05, __________ 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 the deponent has duly
				  executed the attached application dated __________ , 20 ____, for and on behalf
				  of __________________ ; that the deponent is the __________________ of
				  the
(Name of Applicant) (Title of officer)
company and that the deponent is authorized to execute and
				  file the instrument. Deponent further says that deponent is familiar with the
				  instrument and the contents thereof, and that the facts therein set forth are
				  true to the best of deponent's knowledge, information, and belief.
(Signature) ______________________
(Type or print name beneath)
				  ______________________