Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 1 - Insurance Holding Company Systems (230-RICR-20-45-1) › Section 230-RICR-20-45-1.26 - Form D: Prior Notice Of A Transaction

Current through June 14, 2024
Filed with the Insurance Department of the State of
								Rhode Island
By
________________________
Name of Registrant
On Behalf of Following Insurance Companies
Name Address
________________________________________________________________
Date: ______________________
Name, Title, Address and telephone number of
								Individual to Whom Notice 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:
(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.
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 R.I. Gen. Laws §
														27-35-4(b)(1), (2), (3), (4), or
								(5).
(b) A statement of the nature of the
								transaction;
(c) A statement of how the transaction meets the
								'fair and reasonable' standard of R.I. Gen. Laws §
														27-35-4(a)(i);
								and
(d) 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 costs 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 three percent (3%) of the
								insurer's admitted assets or twenty five percent (25%) of surplus as regards
								policyholders, or (b) in the case of life insurers, three percent (3%) of the
								insurer's admitted assets, each as of the 31st day of December next
								preceding.
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 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 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 31st day of December next preceding.
ITEM 5. REINSURANCE
If the transaction is a reinsurance agreement or
								modification thereto, as described by R.I. Gen. Laws §
														27-35-4(b)(3), or
								a reinsurance pooling agreement or modification thereto as described by R.I.
								Gen. Laws §
														27-35-4(a)(2)(C),
								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, 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 (5%) of
								the insurer's surplus as regards policyholders, as of the 31st day of December
								next preceding. 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:
(a) a brief description of the managerial
								responsibilities, or services to be performed;
(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.
ITEM 7. SIGNATURE AND CERTIFICATION
Signature and certification required as
								follows:
____________________________________________
SIGNATURE
Pursuant to the requirements of R.I. Gen. Laws
								§
														27-35-4, _________________________
								has caused this notice 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 has duly
								executed the attached notice dated ____________, for and on behalf of
								__________ (Name of Applicant) that (s) he is the ____________ (Title of
								Officer) of such company, and that (s) he is authorized to execute and file
								such instrument. Deponent further says that (s) he 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.
(Signature)
								______________________________________________
(Type or print name beneath)
								_______________________________