MASSACHUSETTS INSURANCE HOLDING COMPANY SYSTEM

211 CMR: DIVISION OF INSURANCE

211 CMR 7.00: MASSACHUSETTS INSURANCE HOLDING COMPANY SYSTEM

Section

7.01: General 7.02: Forms 7.03: Definitions 7.04: Subsidiaries of Domestic Insurers 7.05: Acquisition of Control Statement (Form A) 7.06: Registration of Insurers Statement (Form B and Form C) 7.07: Transactions Subject to Prior Notice – Notice Filing (Form D) 7.08: Extraordinary Dividends and Other Distributions 7.09: Adequacy of Surplus 7.10: Enterprise Risk Report (Form F) 7.11: Group Capital Calculation 7.12: Form A Instructions 7.13: Form B Instructions 7.14: Form C Instructions 7.15: Form D Instructions 7.16: Form F Instructions 7.17: Severability

7.01: General

(1) Authority. .00 is promulgated pursuant to the authority granted by M.G.L. c. 175, § 206C.

(2) Purpose. The purpose of .00 is to set forth rules and procedural requirements which the Commissioner deems necessary to carry out the provisions of M.G.L. c. 175, §§ 206 through 206D. The information called for by .00 is hereby declared to be necessary and appropriate in the public interest and for the protection of the policyholders and shareholders in the Commonwealth.

7.02: Forms

(1) General Requirements. (a) Forms A, B, C, D, and F are intended to be guides in the preparation of the statements required by M.G.L. c. 175, §§ 206B and 206C. They are not intended to be blank forms which are to be filled in. The statements filed shall contain the numbers and captions of all items, but the text of the items may be omitted provided the answers thereto are prepared in such a manner as to indicate clearly the scope and coverage of the items. All instructions, whether appearing under the items of the form or elsewhere therein, are to be omitted. Unless expressly provided otherwise, if any item is inapplicable or the answer thereto is in the negative, an appropriate statement to that effect shall be made. (b) Each statement including exhibits and all other papers and documents filed as a part thereof, shall be filed with the Commissioner. A copy of Form C shall be filed in each state in which an insurer is authorized to do business, if the Commissioner of that state has notified the insurer of its request in writing, in which case the insurer has 30 days from receipt of the notice to file such form. At least one version shall be manually or electronically signed in the manner prescribed on the form. All copies shall be conformed. If the signature of any person is affixed pursuant to a power of attorney or other similar authority, a copy of the power of attorney or other authority shall also be filed with the statement.

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(Mass. Register #1514, 2/2/2024)

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(c) Statements should be prepared electronically and may be filed with Division via email unless otherwise directed by the Commissioner. Electronic signatures shall be acceptable on all forms. The Commissioner may, however, request a paper or electronic filing at any time regardless of the initial filing submission format. Exhibits and financial statements, unless specifically prepared for the filing, may be submitted in their original size. Any submitted statement, financial statements or exhibits shall be clear, easily readable and suitable for photocopying. Debits in credit categories and credits in debit categories shall be designated so as to be clearly distinguishable as such on photocopies. Statements shall be in the English language and monetary values shall be stated in United States currency. If any exhibit or other paper or document filed with the statement is in a foreign language, it shall be accompanied by a translation into the English language and any monetary value shown in a foreign currency normally shall be converted into United States currency.

(2) Incorporation by Reference, Summaries and Omissions. (a) Information required by any item of Form A, Form B, Form D or Form F may be incorporated by reference in answer or partial answer to any other item. Information contained in any financial statement, annual report, proxy statement, statement filed with a governmental authority, or any other document may be incorporated by reference in answer or partial answer to any item of Form A, Form B, Form D or Form F provided the document or paper is filed as an exhibit to the statement. Excerpts of documents may be filed as exhibits if the documents are extensive. Documents currently on file with the Commissioner which were filed within three years need not be attached as exhibits. References to information contained in exhibits or in documents already on file shall clearly identify the material and shall specifically indicate that such material is to be incorporated by reference in answer to the item. Matter shall not be incorporated by reference in any case where the incorporation would render the statement incomplete, unclear or confusing. (b) Where an item requires a summary or outline of the provisions of any document, only a brief statement shall be made as to the pertinent provisions of the document. In addition to the statement, the summary or outline may incorporate by reference particular parts of any exhibit or document currently on file with the Commissioner which was filed within three years and may be qualified in its entirety by such reference. In any case where two or more documents required to be filed as exhibits are substantially identical in all material respects except as to the parties thereto, the dates of execution, or other details, a copy of only one of the documents need be filed with a schedule identifying the omitted documents and setting forth the material details in which the documents differ from the documents, a copy of which is filed.

(3) Forms – Information Unknown or Unavailable and Extension of Time to Furnish. (a) Information required need be given only insofar as it is known or reasonably available to the person filing the statement. If any required information is unknown and not reasonably available to the person filing, either because the obtaining thereof would involve unreasonable effort or expense, or because it rests peculiarly within the knowledge of another person not affiliated with the person filing, the information may be omitted, subject to the following conditions: 1. The person filing shall give such information on the subject as it possesses or can acquire without unreasonable effort or expense, together with the sources thereof; and 2. The person filing shall include a statement either showing that unreasonable effort or expense would be involved or indicating the absence of any affiliation with the person within whose knowledge the information rests and stating the result of a request made to that person for the information. (b) If it is impractical to furnish any required information, document or report at the time it is required to be filed, there may be filed with the Commissioner a separate request: 1. Identifying the information, document or report in question; 2. Stating why the filing thereof at the time required is impractical; and 3. Requesting an extension of time for filing the information, document or report to a specified date. The request for extension shall be deemed granted unless the Commissioner within 30 days after receipt thereof enters an order denying the request.

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(4) Additional Information and Exhibits. In addition to the information expressly required to be included in Form A, Form B, Form C, Form D and Form F, the Commissioner may request such further material information, if any, as may be necessary to make the information contained therein not misleading. The person filing may also file such exhibits as it may desire in addition to those expressly required by the statement. The exhibits shall be so marked as to indicate clearly the subject matters to which they refer.

(5) Forms - Amendments. Any amendments to Forms A, B, C, D, or F shall include on the top of the cover page the phrase: "Amendment No. S Q to" and shall indicate the date of the change and not the date of the original filing.

7.03: Definitions

Enterprise Risk shall mean any activity, circumstance, event or series of events involving one or more affiliates of an insurer that, if not remedied promptly, is likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole, including, but not limited to, anything that would cause the insurer's Risk-based Capital to fall into company action level as set forth in 211 CMR 20.00: Risk-based Capital (RBC) for Insurers or would cause the insurer to be in hazardous financial condition as set forth in 211 CMR 150.00: Standards and Commissioner's Authority for Placing Companies Deemed to Be in Hazardous Financial Condition under Administrative Supervision.

Foreign Insurer shall include an alien insurer except where clearly noted otherwise.

Principal Executive Officer means chief executive officer, chief operating officer, chief financial officer, treasurer, secretary, controller, and any other individual performing functions corresponding to those performed by the foregoing officers under whatever title.

Ultimate Controlling Person means that person which is not controlled by any other person.

Unless the context otherwise requires, other terms found in .00 and M.G.L. c. 175, §§ 206 through 206D are used as defined in M.G.L. c. 175, § 206. Other nomenclature or terminology is according to M.G.L. c. 175, or industry usage if not defined by M.G.L. c. 175.

7.04: Subsidiaries of Domestic Insurers

The authority to invest in subsidiaries under M.G.L. c. 175, § 206A is in addition to any authority to invest in subsidiaries which may be contained in any other provision of M.G.L. c. 175.

7.05: Acquisition of Control Statement (Form A)

(1) Statement Filing. A person required to file a statement pursuant to M.G.L. c. 175, § 206B shall furnish the information required by Form A, hereby made a part of .00.

(2) Amendments. The applicant shall, within two business days of any material change in the information furnished on Form A arising subsequent to the date upon which the information was furnished but prior to the Commissioner's disposition of the application, advise the Commissioner of such change.

(3) Acquisition of Persons Controlling a Domestic Insurer. (a) If the person being acquired is deemed to be a person controlling a domestic insurer solely because of the provisions of M.G.L. c. 175, § 206B, the name of the domestic insurer on the cover page of Form A should be indicated as follows:

___________________________________________________________, (Insert name of ins. co.)

a subsidiary of _______________________________________________ (Insert name of corp.)

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(b) Where a M.G.L. c. 175, § 206B(a)(1) insurer is being acquired, references to "the insurer" contained in Form A shall refer to both the domestic subsidiary insurer and the person being acquired.

7.06: Registration of Insurers Statement (Form B and Form C)

(1) Statement Filing. An insurer required to file an annual registration statement pursuant to M.G.L. c. 175, § 206C(a) shall furnish the information required by Form B, hereby made a part of .00.

(2) Summary of Registration – Statement Filing (Form C). An insurer required to file an annual registration statement pursuant to M.G.L. c. 175, § 206C is also required to furnish information required on Form C, hereby made a part of .00. An insurer shall file a copy of Form C in each state in which the insurer is authorized to do business, if requested by the Commissioner of that state.

(3) Amendments. (a) An amendment to Form B shall be filed within 15 days after the end of any month in which there is a material change to the information provided in the annual registration statement. (b) Amendments shall be filed in the Form B format with only those items which are being amended reported. Each amendment shall include at the top of the cover page "Amendment No. [insert number] to Form B for [insert year]" and shall indicate the date of the change and not the date of the original filings.

(4) Alternative and Consolidated Registrations. (a) Any authorized insurer in Massachusetts may file a registration statement on behalf of any affiliated insurer or insurers which are required to register under M.G.L. c. 175, § 206C. A registration statement may include information not required by M.G.L. c. 175, §§ 206 through 206(D) regarding any insurer in the insurance holding company system even if the insurer is not authorized to do business in this Commonwealth. In lieu of filing a registration statement on Form B, the authorized insurer may file a copy of the registration statement or similar report which it is required to file in its State of domicile, provided: 1. The statement or report contains substantially similar information required to be furnished on Form B; and 2. the filing insurer is the principal insurance company in the insurance holding company system. (b) The question of whether the filing insurer is the principal insurance company in the insurance holding company system is a question of fact and an insurer filing a registration statement or report in lieu of Form B on behalf of an affiliated insurer, shall set forth a brief statement of facts which will substantiate the filing insurer's claim that it, in fact, is the principal insurer in the insurance holding company system. (c) With the prior approval of the Commissioner, an insurer not authorized in Massachusetts may follow any of the procedures which are available to an authorized insurer under .06(4)(a). (d) Any insurer may take advantage of the provisions of M.G.L. c. 175, §§ 206C(h) or 206C(i) without obtaining the prior approval of the Commissioner. The Commissioner, however, reserves the right to require individual filings if he or she deems such filings necessary in the interest of clarity, ease of administration or the public good.

(5) Disclaimers and Termination of Registration. (a) A disclaimer of affiliation or a request for termination of registration claiming that a person does not, or will not upon the taking of some proposed action, control another person (hereinafter referred to as the "subject") shall contain the following information: 1. The number of authorized, issued and outstanding voting securities of the subject; 2. With respect to the person whose control is denied and all affiliates of such person, the number and percentage of shares of the subject's voting securities which are held of record or known to be beneficially owned, and the number of shares concerning which there is a right to acquire, directly or indirectly;

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3. All material relationships and bases for affiliation between the subject and the person whose control is denied and all affiliates of such person; and 4. A statement explaining why the person should not be considered to control the subject. (b) A request for termination of registration shall be deemed to have been granted unless the Commissioner, within 30 days after receipt of the request, notifies the registrant otherwise.

(6) Exemptions. (a) A foreign or alien insurer shall not be required to register pursuant to M.G.L. c. 175, § 206C if it is subject to disclosure requirements and standards adopted by statute or regulation which are substantially similar to those contained in M.G.L. c. 175, § 206C and provided the jurisdiction of its domicile grants a similar exemption to insurers domiciled in this commonwealth and to all insurers included within such domiciled insurer's alternative or consolidated filing made pursuant to .06(4) and, provided further, the Commissioner may require a copy of the registration statement or other information filed with the domiciliary state. (b) The state of entry of an alien insurer shall be deemed to be its domiciliary state for the purposes of M.G.L. c. 175, § 206C. (c) Any insurer not otherwise exempt from M.G.L. c. 175, § 206C may apply for an exemption from the requirements of M.G.L. c. 175, § 206C by submitting a statement to the Commissioner setting forth its reason for being exempt.

7.07: Transactions Subject to Prior Notice – Notice Filing (Form D)

(1) An insurer required to give notice of a proposed transaction pursuant to M.G.L. c. 175, § 206C(n) shall furnish the information required by Form D, hereby made a part of 211 CMR 7.00.

(2) Agreements for cost sharing services and management services shall at a minimum and as applicable: (a) Identify the person providing services and the nature of such services; (b) Set forth the methods to allocate costs; (c) Require timely settlement, not less frequently than on a quarterly basis, and compliance with the requirements in the National Association of Insurance Commissioners' Accounting Practices and Procedures Manual; (d) Prohibit advancement of funds by the insurer to the affiliate except to pay for services defined in the agreement; (e) State that the insurer will maintain oversight for functions provided to the insurer by the affiliate and that the insurer will monitor services annually for quality assurance; (f) Define records and data of the insurer to include all records and data developed or maintained under or related to the agreement that are otherwise the property of the insurer, in whatever form maintained including, but not limited to, claims and claim files, policyholder lists, application files, litigation files, premium records, rate books, underwriting manuals, personnel records, financial records or similar records within the possession, custody or control of the affiliate; (g) Specify that all records and data of the insurer are and remain the property of the insurer, and: 1. Are subject to control of the insurer; 2. Are identifiable; and 3. Are segregated from all other persons' records and data or are readily capable of segregation at no additional cost to the insurer; (h) State that all funds and invested assets of the insurer are the exclusive property of the insurer, held for the benefit of the insurer and are subject to the control of the insurer; (i) Include standards for termination of the agreement with and without cause; (j) Include provisions for indemnification of the insurer in the event of gross negligence or willful misconduct on the part of the affiliate providing the services and for any actions by the affiliate that violate provisions of the agreement required in .07(b)(11), 211 CMR 7.07(b)(12), .07(b)(13), .07(b)(14) and .07(b)(15) of .00;

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(k) Specify that if the insurer is placed in supervision, seizure, conservatorship or receivership pursuant to M.G.L. c. 175, §§ 180A to 180L1/2: 1. All of the rights of the insurer under the agreement extend to the receiver or Commissioner to the extent permitted by M.G.L. c. 175, §§ 180A to 180L1/2; 2. All records and data of the insurer shall be identifiable and segregated from all other persons' records and data or readily capable of segregation at no additional cost to the receiver or the Commissioner; 3. A complete set of records and data of the insurer will immediately be made available to the receiver or the Commissioner, shall be made available in a usable format and shall be turned over to the receiver or Commissioner immediately upon the receiver or the Commissioner's request, and the cost to transfer data to the receiver or the Commissioner shall be fair and reasonable; and 4. The affiliated person(s) will make available all employees essential to the operations of the insurer and the services associated therewith for the immediate continued performance of the essential services ordered or directed by the receiver or Commissioner; (l) Specify that the affiliate has no automatic right to terminate the agreement if the insurer is placed into supervision, seizure, conservatorship or receivership pursuant to M.G.L. c. 175, §§ 180A to 180L1/2; (m) Specify that the affiliate will provide the essential services for a minimum period of time, as specified in the agreement, after termination of the agreement, if the insurer is placed into supervision, seizure, conservatorship or receivership pursuant to M.G.L. c. 175, §§ 180A to 180L1/2, as ordered or directed by the receiver or Commissioner. Performance of the essential services will continue to be provided without regard to pre-receivership unpaid fees, so long as the affiliate continues to receive timely payment for post-receivership services rendered, and unless released by the receiver, Commissioner or supervising court; (n) Specify that the affiliate will continue to maintain any systems, programs or other infrastructure, notwithstanding supervision, seizure, conservatorship or receivership pursuant to M.G.L. c. 175, §§ 180A to 180L1/2, and will make them available to the receiver or Commissioner as ordered or directed by the receiver or Commissioner for so long as the affiliate continues to receive timely payment for post-receivership services rendered, and unless released by the receiver, Commissioner or supervising court; and (o) Specify that, in furtherance of the cooperation between the receiver and the affected guaranty association(s) and subject to the receiver's authority over the insurer, if the insurer is placed into supervision, seizure, conservatorship or receivership pursuant to M.G.L. c. 175, §§ 180A to 180L1/2, and portions of the insurer's policies or contracts are eligible for coverage by one or more guaranty associations, the affiliate's commitments under 211 CMR 7.07(b)(11), .07(b)(12), .07(b)(13) and .07(b) (14) of 211 CMR 7.00 will extend to such guaranty association(s).

7.08: Extraordinary Dividends and Other Distributions

(1) Requests for approval of extraordinary dividends or any other extraordinary distribution to shareholders shall include the following: (a) The amount of the proposed dividend or distribution; (b) The date established for payment of the dividend or distribution; (c) A statement as to whether the dividend or distribution is to be in cash or other property and, if in property, a description thereof, its cost, and its fair market value together with an explanation of the basis for valuation; (d) A copy of the calculations determining that the proposed dividend or distribution is extraordinary. The work paper shall include the following information: 1. The amounts, dates and form of payment of all dividends paid or distributions made (including regular dividends but excluding distributions of the insurers own securities) within the period of 12 consecutive months ending on the date fixed for payment of the proposed dividend or distribution for which approval is sought and commencing on the day after the same day of the same month in the last preceding year; 2. Surplus as regards policyholders (total capital and surplus) and that portion of which constitutes unassigned funds, as of the 31st day of December next preceding; 3. If the insurer is a life insurer, the net gain from operations for the 12-month period ending the 31st day of December next preceding;

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4. If the insurer is not a life insurer, the net income less realized capital gains for the 12- month period ending the 31st day of December next preceding and the two preceding 12 month periods; and 5. If the insurer is not a life insurer, the dividends paid to stockholders excluding distributions of the insurer's own securities in the preceding two calendar years; (e) A balance sheet and statement of income for the period intervening from the last annual statement filed with the Commissioner and the end of the month preceding the month in which the request for dividend approval is submitted; and (f) A brief statement as to the effect of the proposed dividend upon the insurer's surplus and the reasonableness of surplus in relation to the insurer's outstanding liabilities and the adequacy of surplus relative to the insurer's financial needs.

(2) Subject to M.G.L. c. 175, § 206C(r), each registered insurer shall report to the Commissioner all dividends and other distributions to shareholders within five business days following the declaration thereof, and at least ten days, commencing from the date of the receipt by the Commissioner, prior to the payment thereof, including the same information required by .08(1)(d)1. through 4.

7.09: Adequacy of Surplus

The factors set forth in M.G.L. c. 175, § 206C(t) are not intended to be an exhaustive list. In determining the adequacy and reasonableness of an insurer's surplus no single factor is necessarily controlling. The Commissioner instead will consider the net effect of all of these factors plus other factors bearing on the financial condition of the insurer. In comparing the surplus maintained by other insurers, the Commissioner will consider the extent to which each of these factors varies from company to company and in determining the quality and liquidity of investments in subsidiaries, the Commissioner will consider the individual subsidiary and may discount or disallow its valuation to the extent that the individual investments so warrant.

7.10: Enterprise Risk Report (Form F)

(1) The ultimate controlling person of every insurer subject to registration pursuant to M.G.L. c. 175, § 206C shall furnish the information required by Form F.

(2) The report shall be filed with the lead state commissioner of the insurance holding company system as determined by the procedures within the Financial Analysis Handbook adopted by the National Association of Insurance Commissioners.

7.11: Group Capital Calculation

(1) Where an insurance holding company system has previously filed the annual group capital calculation at least once, the lead state commissioner has the discretion to exempt the ultimate controlling person from filing the annual group capital calculation if the lead state commissioner makes a determination based upon that filing that the insurance holding company system meets all of the following criteria: (a) Has annual direct written and unaffiliated assumed premium (including international direct and assumed premium), but excluding premiums reinsured with the Federal Crop Insurance Corporation and Federal Flood Program, of less than $1,000,000,000; (b) Has no insurers within its holding company structure that are domiciled outside of the United States or one of its territories; (c) Has no banking, depository or other financial entity that is subject to an identified regulatory capital framework within its holding company structure; (d) The holding company system attests that there are no material changes in the transactions between insurers and non-insurers in the group that have occurred since the last filing of the annual group capital; and (e) The non-insurers within the holding company system do not pose a material financial risk to the insurer's ability to honor policyholder obligations.

(2) Where an insurance holding company system has previously filed the annual group capital calculation at least once, the lead state commissioner has the discretion to accept in lieu of the group capital calculation a limited group capital filing if:

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(a) The insurance holding company system has annual direct written and unaffiliated assumed premium (including international direct and assumed premium), but excluding premiums reinsured with the Federal Crop Insurance Corporation and Federal Flood Program, of less than $1,000,000,000; and all of the following additional criteria are met: 1. Has no insurers within its holding company structure that are domiciled outside of the United States or ones of its territories; 2. Does not include a banking, depository or other financial entity that is subject to an identified regulatory capital framework; and 3. The holding company system attests that there are no material changes in transactions between insurers and non-insurers in the group that have occurred since the last filing of the report to the lead state commissioner and the non-insurers within the holding company system do not post a material financial risk to the insurers ability to honor policyholder obligations.

(3) For an insurance holding company that has previously met an exemption with respect to the group capital calculation pursuant .11(1) or (2), the lead state commissioner may require at any time the ultimate controlling person to file an annual group capital calculation, completed in accordance with the NAIC Group Capital Calculation Instructions, if any of the following criteria are met: (a) Any insurer within the insurance holding company system is in a Risk-Based Capital action level event as set forth in 211 CMR 20.00 or a similar standard for a non-U.S. insurer; or (b) Any insurer within the insurance holding company system meets one or more of the standards of an insurer deemed to be in hazardous financial condition as defined in 211 CMR 150.00: Standards and Commissioner’s Authority for Placing Companies Deemed to Be in a Hazardous Financial Condition under Administrative Supervision; or (c) Any insurer within the insurance holding company system otherwise exhibits qualities of a troubled insurer as determined by the lead state commissioner based on unique circumstances including, but not limited to, the type and volume of business written, ownership and organization structure, federal agency requests, and international supervisor requests.

(4) A non-U.S. jurisdiction is considered to "recognize and accept" the group capital calculation if it satisfies the following criteria: (a) With respect to the M.G.L. c. 175, § 206C(z)(2)(iv): 1. The non-U.S. jurisdiction recognizes the U.S. state regulatory approach to group supervision and group capital, by providing confirmation by a competent regulatory authority, in such jurisdiction, that insurers and insurance groups whose lead state is accredited by the NAIC under the NAIC Accreditation Program shall be subject only to worldwide prudential insurance group supervision, including worldwide group governance, solvency and capital, and reporting, as applicable, by the lead state and will not be subject to group supervision, including worldwide group governance, solvency and capital, and reporting, at the level of the worldwide parent undertaking of the insurance or reinsurance group by the non-U.S. jurisdiction; or 2. Where no U.S. insurance groups operate in the non-U.S. jurisdiction, that non-U.S. jurisdiction indicates formally in writing to the lead state with a copy to the International Association of Insurance Supervisors that the group capital calculation is an acceptable international capital standard. This will service as the documentation otherwise required in .11(4)(a)1. (b) The non-U.S. jurisdiction provides confirmation by a competent regulatory authority in such jurisdiction that information regarding insurers and their parent, subsidiary, or affiliated entities, if applicable, shall be provided to the lead state commissioner in accordance with a memorandum of understanding or similar document between the Commissioner and such jurisdiction including, but not limited to, the International Association of Insurance Supervisors Multilateral Memorandum of Understanding or other multilateral memoranda of understanding coordinated by the NAIC. The Commissioner shall determine, in consultation with the NAIC Committee Process, if the requirements of the information sharing agreements are in force.

(5) A list of non-U.S. jurisdictions that "recognize and accept" the group capital calculation will be published through the NAIC Committee Process:

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(a) A list of jurisdictions that "recognize and accept" the group capital calculation pursuant to M.G.L. c. 175, § 206C(z)(2)(iv), is published through the NAIC Committee Process to assist the lead state commissioner in determining which insurers shall file an annual group capital calculation. The list will clarify those situations in which a jurisdiction is exempted from filing under M.G.L. c. 175, § 206C(z)(2)(iv). To assist with a determination under M.G.L. c. 175, § 206C(z)(3)(i), the list will also identify whether a jurisdiction that is exempted under either M.G.L. c. 175, § 206C(z)(2)(iii) and M.G.L. c. 175, § 206C(z)(2)(iv) requires a group capital filing for any U.S. based insurance group's operations in that non-U.S. jurisdiction. (b) For a non-U.S. jurisdiction where no U.S. insurance groups operate, the confirmation provided to meet the requirement of .11(4)(a)2. will serve as support for recommendation to be published as a jurisdiction that "recognizes and accepts" the group capital calculation through the NAIC Committee Process. (c) If the lead state commissioner makes a determination pursuant to M.G.L. c. 175, §206C(z)(2)(iv) that differs from the NAIC List, the lead state commissioner shall provide thoroughly documented justification to the NAIC and other states. (d) Upon determination by the lead state commissioner that a non-U.S. jurisdiction no longer meets one or more of the requirements to "recognize and accept" the group capital calculation, the lead state commissioner may provide a recommendation to the NAIC that the non-U.S. jurisdiction be removed from the list of jurisdictions that "recognize and accepts' the group capital calculation.

7.12: Form A Instructions

FORM A

STATEMENT REGARDING THE ACQUISITION OF CONTROL OF OR MERGER WITH A DOMESTIC INSURER

S Q Name of Domestic Insurer

BY

S Q

Filed with the Division of Insurance of the Commonwealth of Massachusetts

S Q (State of domicile of insurer being acquired)

Dated: , 20

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

S Q

S Q

S Q

S Q

(1) ITEM 1. INSURER AND METHOD OF ACQUISITION. State the name and address of the domestic insurer to which this application relates and a brief description of how control is to be acquired.

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(2) ITEM 2. IDENTITY AND BACKGROUND OF THE APPLICANT (a) State the name and address of the applicant seeking to acquire control over the insurer. (b) If the applicant is not an individual, state the nature of its business operations for the past five years or for such lesser period as such person and any predecessors thereof shall have been in existence. Briefly describe the business intended to be done by the applicant and the applicant's subsidiaries. (c) Furnish a chart or listing clearly presenting the identities of the interrelationships among the applicant and all affiliates of the applicant. No affiliate need be identified if its total assets are equal to less than ½ of 1% of the total assets of the ultimate controlling person affiliated with the applicant. Indicate in such chart or listing the percentage of voting securities of each such person which is owned or controlled by the applicant or by any other such person. If control of any person is maintained other than by the ownership or control of voting securities, indicate the basis of such control. As to each person specified in such chart or listing indicate the type of organization (e.g. corporation, trust, partnership) and the state or other jurisdiction of domicile. If court proceedings involving a reorganization or liquidation are pending with respect to any such person, indicate which person, and set forth the title of the court, nature of proceedings and the date when commenced.

(3) ITEM 3. IDENTITY AND BACKGROUND OF INDIVIDUALS ASSOCIATED WITH THE APPLICANT. State the following with respect to the applicant if he or she is an individual or all persons who are directors, executive officers or owners of 10% or more of the voting securities of the applicant if the applicant is not an individual. (a) Name and business address; (b) Present principal business activity, occupation or employment including position and office held and the name, principal business and address of any corporation or other organization in which such employment is carried on; (c) Material occupations, positions, offices or employment during the last five years, giving the starting and ending dates of each and the name, principal business and address of any business corporation or other organization in which each such occupation, position, office or employment was carried on; if any such occupation, position, office or employment required licensing by or registration with any federal, state or municipal governmental agency, indicate such fact, the current status of such licensing or registration, and an explanation of any surrender, revocation, suspension or disciplinary proceedings in connection therewith. (d) Whether or not such person has ever been convicted in a criminal proceeding (excluding minor traffic violations) during the last ten years and, if so, give the date, nature of conviction, name and location of court, and penalty imposed or other disposition of the case.

(4) ITEM 4. NATURE, SOURCE AND AMOUNT OF CONSIDERATION (a) Describe the nature, source and amount of funds or other considerations used or to be used in effecting the merger or other acquisition of control. If any part of the same is represented or is to be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding or trading securities, furnish a description of the transaction, the names of the parties thereto, the relationship, if any, between the borrower and the lender, the amounts borrowed or to be borrowed, and copies of all agreements, promissory notes and security arrangements relating thereto. (b) Explain the criteria used in determining the nature and amount of such consideration. (c) If the source of the consideration is a loan made in the lender's ordinary course of business and if the applicant wishes the identity of the lender to remain confidential, he must specifically request that the identity be kept confidential.

(5) ITEM 5. FUTURE PLANS OF INSURER. Describe any plans or proposals which the applicant may have to declare an extraordinary dividend, to liquidate the insurer, to sell its assets to or merge it with any person or persons or to make any other material change in its business operations or corporate structure or management.

(6) ITEM 6. VOTING SECURITIES TO BE ACQUIRED. State the number of shares of the insurer's voting securities which the applicant, its affiliates and any person listed in Item 3 plan to acquire, and the terms of the offer, request, invitation, agreement or acquisition, and a statement as to the method by which the fairness of the proposal was arrived at.

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7.12: continued

(7) ITEM 7. OWNERSHIP OF VOTING SECURITIES. State the amount of each class of any voting security of the insurer which is beneficially owned or concerning which there is a right to acquire beneficial ownership by the applicant, its affiliates or any person listed in Item 3.

(8) ITEM 8. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO VOTING SECURITIES OF THE INSURER. Give a full description of any contracts, arrangements or understandings with respect to any voting security of the insurer in which the applicant, its affiliates or any person listed in Item 3 is involved, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies. Such description shall identify the persons with whom the contracts, arrangements or understandings have been entered into.

(9) ITEM 9. RECENT PURCHASES OF VOTING SECURITIES. Describe any purchases of any voting securities of the insurer by the applicant, its affiliates or any person listed in Item 3 during the 12 calendar months preceding the filing of this statement. Include in the description the dates of purchase, the names of the purchasers, and the consideration paid or agreed to be paid therefor. State whether any shares so purchased are hypothecated, pledged, collaterally assigned or otherwise subject to any security interest.

(10) ITEM 10. RECENT RECOMMENDATIONS TO PURCHASE. Describe any recommendations to purchase any voting security of the insurer made by the applicant, its affiliates or any person listed in Item 3, or by anyone based upon interviews or at the suggestion of the applicant, its affiliates or any person listed in Item 3 during the 12 calendar months preceding the filing of this statement.

(11) ITEM 11. AGREEMENTS WITH BROKER-DEALERS. Describe the terms of any agreement, contract or understanding made with any broker-dealer as to solicitation of voting securities of the insurer for tender and the amount of any fees, commissions or other compensation to be paid to broker-dealers with regard thereto.

(12) ITEM 12. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements and exhibits shall be attached to this statement as an appendix, but list under this item the financial statements and exhibits so attached. (b) The financial statements shall include the annual financial statements of the persons identified in Item 2(c) for the preceding five fiscal years (or for such lesser period as such applicant and its affiliates and any predecessors thereof shall have been in existence), and similar information covering the period from the end of such person's last fiscal year, if the information is available. The statements may be prepared on either an individual basis, or, unless the Commissioner otherwise requires, on a consolidated basis if consolidated statements are prepared in the usual course of business. The annual financial statements of the applicant shall be accompanied by the certificate of an independent public accountant to the effect that such statements present fairly the financial position of the applicant and the results of its operations for the year then ended, in conformity with generally accepted accounting principles or with requirements of insurance or other accounting principles prescribed or permitted under law. If the applicant is an insurer which is actively engaged in the business of insurance, the financial statements need not be certified, provided they are based on the Annual Statement of the person filed with the insurance department of the person's domiciliary state and are in accordance with the requirements of insurance or other accounting principles prescribed or permitted under the law and regulations of such state. (c) File as exhibits copies of all tender offers for, requests or invitations for, tenders of, exchange offers for, and agreements to acquire or exchange any voting securities of the insurer and (if distributed) of additional soliciting material relating thereto, any proposed employment, consultation, advisory or management contracts concerning the insurer, annual reports to the stockholders of the insurer and the applicant for the last two fiscal years, and any additional documents or papers required by Form A or by .02(1) and (3).

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7.12: continued

(13) ITEM 13. SIGNATURE AND CERTIFICATION. Signature and certification required as follows:

SIGNATURE

Pursuant to the requirements of M.G.L. c. 175, § 206B and .05(1) 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 (s)he has duly executed the attached application dated , 20 , for and on behalf of ; that he or she is the (Name of Applicant) (Title of Officer) of such company and that (s)he is authorized to file such instrument. Deponent further says that he or she is familiar with the instrument and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.

(Signature) ________________________________________________

(Type or print name beneath) __________________________________

7.13: Form B Instructions

FORM B

INSURANCE HOLDING COMPANY SYSTEM ANNUAL REGISTRATION STATEMENT

Filed with the Division of Insurance of the Commonwealth of Massachusetts

By

Name of Registrant

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7.13: continued

On Behalf of Following Insurance Companies

Name Address

S Q

S Q

S Q

S Q

Date: , 20

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

S Q

S Q

S Q

(1) ITEM 1. IDENTITY AND CONTROL OF REGISTRANT. Furnish the exact name of each insurer registering or being registered (hereinafter called "the Registrant"), the home office address and principal executive offices of each; the date on which each registrant became part of the insurance holding company system; and the method(s) by which control of each registrant was acquired and is maintained.

(2) ITEM 2. ORGANIZATIONAL CHART. Furnish a chart or listing clearly presenting the identities of and interrelationships among all affiliated persons within the insurance holding company system. No affiliate need be shown if its total assets are equal to less than ½ of 1% of the total assets of the ultimate controlling person within the insurance holding company system, unless it has assets valued at or exceeding $10 million. The chart or listing should show the percentage of each class of voting securities of each affiliate which is owned, directly or indirectly, by another affiliate. If control of any person within the system is maintained other than by the ownership or control of voting securities, indicate the basis of control. As to each person specified in the chart or listing indicate the type of organization (e.g., corporation, trust, partnership) and the state or other jurisdiction of domicile.

(3) ITEM 3. THE ULTIMATE CONTROLLING PERSON. As to the ultimate controlling person in the insurance holding company system furnish the following information: (a) Name; (b) Home office address; (c) Principal executive office address; (d) The organizational structure of the person, i.e., corporation, partnership, individual, trust, etc.; (e) The principal business of the person; (f) The name and address of any person who holds or owns 10% or more of any class of voting security, the class of such security, the number of shares held of record or known to be beneficially owned, and the percentage of class so held or owned; (g) If court proceedings involving a reorganization or liquidation are pending, indicate the title and location of the court, the nature of proceedings and the date when commenced.

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(4) ITEM 4. BIOGRAPHICAL INFORMATION. Furnish the following information for the directors and executive officers of the ultimate controlling person: the individual's name and address, his or her principal occupation and all offices and positions held during the past five years, and any conviction of crimes other than minor traffic violations during the past ten years.

(5) ITEM 5. TRANSACTIONS AND AGREEMENTS. Briefly describe the following agreements in force, and transactions currently outstanding or which have occurred during the last calendar year between the registrant and its affiliates: (a) loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the Registrant or of the Registrant by its affiliates; (b) Purchases, sales or exchanges of assets; (c) Transactions not in the ordinary course of business; (d) Guarantees or undertakings for the benefit of an affiliate which result in an actual contingent exposure of the Registrant's assets to liability, other than insurance contracts entered into in the ordinary course of the registrant's business; (e) All management agreements, service contracts and all cost-sharing arrangements; (f) Reinsurance agreements; (g) Dividends and other distributions to shareholders; (h) Consolidated tax allocation agreements; and (i) Any pledge of the registrant's stock and/or of the stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system. No information need be disclosed if such information is not material for purposes of M.G.L. c. 175, § 206C(b). Sales, purchases, exchanges, loans or extensions of credit, investments or guarantees involving ½ of 1% or less of the registrant's admitted assets as of the 31st day of December next preceding shall not be deemed material. The description shall be in a manner as to permit the proper evaluation thereof by the Commissioner, and shall include at least the following: the nature and purpose of the transaction, the nature and amounts of any payments or transfers of assets between the parties, the identity of all parties to the transaction, and relationship of the affiliated parties to the registrant.

(6) ITEM 6. LITIGATION OR ADMINISTRATIVE PROCEEDINGS. A brief description of any litigation or administrative proceedings of the following types, either then pending or concluded within the preceding fiscal year, to which the ultimate controlling person or any of its directors or executive officers was a party or of which the property of any such person is or was the subject; give the names of the parties and the court or agency in which the litigation or proceeding is or was pending: (a) Criminal prosecutions or administrative proceedings by any government agency or authority which may be relevant to the trustworthiness of any party thereto; and (b) Proceedings which may have a material effect upon the solvency or capital structure of the ultimate holding company including, but not necessarily limited to, bankruptcy, receivership or other corporate reorganizations.

(7) ITEM 7. STATEMENT REGARDING PLAN OR SERIES OF TRANSACTIONS. The insurer shall furnish a statement that transactions entered into since the filing of the prior year's annual registration statement are not part of a plan or series of like transactions, the purpose of which is to avoid statutory threshold amounts and the review that might otherwise occur.

(8) ITEM 8. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements and exhibits should be attached to this statement as an appendix, and listed under this item, unless incorporated herein by reference to such statements or exhibits already filed with the Commissioner. (b) The financial statements shall include the annual financial statements of the ultimate controlling person in the insurance holding company system as of the end of the person's latest fiscal year.

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If at the time of the initial registration, the annual financial statements for the latest fiscal year are not available, annual statements for the previous fiscal year may be filed and similar financial information shall be filed for any subsequent period to the extent such information is available. Such financial statements may be prepared on either an individual basis; or, unless the Commissioner otherwise requires, on a consolidated basis if consolidated statements are prepared in the usual course of business. Unless the Commissioner otherwise permits, the annual financial statements shall be accompanied by the certificate of an independent public accountant to the effect that the statements present fairly the financial position of the ultimate controlling person and the results of its operations for the year then ended, in conformity with generally accepted accounting principles or with requirements of insurance or other accounting principles prescribed or permitted under law. If the ultimate controlling person is an insurer which is actively engaged in the business of insurance, the annual financial statements need not be certified, provided they are based on the Annual Statement of the insurer filed with the insurance department of the insurer's domiciliary state and are in accordance with requirements of insurance or other accounting principles prescribed or permitted under the law and regulations of that state. (c) Exhibits shall include copies of the latest annual reports to shareholders of the ultimate controlling person and proxy material used by the ultimate controlling person; and any additional documents or papers required by Form B or .02(1) and (3).

(9) ITEM 9. FORM C REQUIRED. A Form C, Summary of Registration Statement, must be prepared and filed with this Form B.

(10) ITEM 10. SIGNATURE AND CERTIFICATION. Signature and certification required as follows:

SIGNATURE

Pursuant to the requirements of M.G.L. c. 175, § 206C and .06(1), the Registrant has caused this annual registration statement to be duly signed on its behalf of the City of and State of on the day of , 20 .

(SEAL) Name of Registrant

BY (Name) (Title)

Attest:

_______________________ (Signature of Officer)

_______________________ (Title)

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CERTIFICATION

The undersigned deposes and says that he or she has duly executed the attached annual registration statement dated , 20 , for and on behalf of ____________________; that (Name of Applicant he or she is the __________________of such company and that he or she is authorized to (Title of Officer) 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.

(Signature) _________________________________

(Type or print name beneath) ____________________

7.14: Form C Instructions

FORM C

SUMMARY OF REGISTRATION STATEMENT

Filed with the Division of Insurance of the Commonwealth of Massachusetts

By __________________________________ Name of Registrant

On Behalf of Following Insurance Companies

Name Address

S Q

S Q

S Q

S Q

Date: , 20

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

S Q

S Q

S Q

Furnish a brief description of all items in the current annual registration statement which represent changes from the prior year's annual registration statement. The description shall be in a manner as to permit the proper evaluation thereof by the Commissioner, and shall include specific references to Item numbers in the annual registration statement and to the terms contained therein. Changes occurring under Item 2 of Form B insofar as changes in the percentage of each class of voting securities held by each affiliate is concerned, need only be included where such changes are ones which result in ownership or holdings of 10% or more of voting securities, loss or transfer of control, or acquisition or loss of partnership interest.

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Changes occurring under Item 4 of Form B need only be included where an individual is, for the first time, made a director or executive officer of the ultimate controlling person; a director or executive officer terminates his or her responsibilities with the ultimate controlling person; or in the event an individual is named president of the ultimate controlling person. If a transaction disclosed on the prior year's annual registration statement has been changed, the nature of such change shall be included. If a transaction disclosed on the prior year's annual registration statement has been effectuated, furnish the mode of completion and any flow of funds between affiliates resulting from the transaction. The insurer shall furnish a statement that transactions entered into since the filing of the prior year's annual registration statement are not part of a plan or series of like transactions whose purpose it is to avoid statutory threshold amounts and the review that might otherwise occur.

SIGNATURE AND CERTIFICATION

Signature and certification required as follows:

__________________________________________________ SIGNATURE

Pursuant to the requirements of M.G.L. c. 175, § 206C and .06(2), the Re- gistrant has caused this annual registration statement 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:

S Q (Signature of Officer)

S Q (Title)

CERTIFICATION

The undersigned deposes and says that he or she has duly executed the attached annual registration statement dated , 20 , for and on behalf of ________________________; that he or she is the (Name of Company) (Title of Officer) of such company and that (s)he is authorized to such execute and file 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.

(Signature) _______________________________________________________________

(Type or print name beneath) _________________________________________________

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7.15: Form D Instructions

FORM D

PRIOR NOTICE OF A TRANSACTION

Filed with the Division of Insurance of the Commonwealth of Massachusetts

By

Name of Registrant

On Behalf of Following Insurance Companies

Name Address

S Q

S Q

S Q

S Q

Date: , 20

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

S Q

S Q

S Q

(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

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(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 31st 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 31st 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 31st day of December next preceding.

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(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 .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)

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7.15: continued

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.

(Signature) ___________________________________________

(Type or print name beneath) _____________________________

7.16: Form F Instructions

FORM F

ENTERPRISE RISK REPORT Filed with the Division of Insurance of the Commonwealth of Massachusetts

By

________________________________ Name of Registrant/Applicant

On Behalf of/Related to 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:

______________________________________________________________________________________

______________________________________________________________________________________

______________________________________________________________________________________

ITEM 1. ENTERPRISE RISK

The Registrant/Applicant, to the best of its knowledge and belief, shall furnish the following information regarding the areas that could produce enterprise risk, provided such information is not disclosed in the Insurance Holding Company System Annual Registration Statement filed on behalf of itself or another insurer for which it is the ultimate controlling person:

(a) Any material developments regarding strategy, internal audit findings, compliance or risk manage- ment affecting the insurance holding company system;

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7.16: continued

(b) Acquisition or disposal of insurance entities and reallocating of existing financial or insurance entities within the insurance holding company system;

(c) Any changes of shareholders of the insurance holding company system exceeding ten percent or more of voting securities;

(d) Developments in ongoing investigations, regulatory activities or litigation that may have a significant bearing or impact on the insurance holding company system;

(e) Business plan of the insurance holding company system and summarized strategies for the next 12 months;

(f) Identification of material concerns of the insurance holding company system raised by supervisory college, if any, in last year;

(g) Identification of insurance holding company system capital resources and material distribution patterns;

(h) Identification of any negative movement, or discussions with rating agencies which may have caused, or may cause, potential negative movement in the credit ratings and individual insurer financial strength ratings assessment of the insurance holding company system (including both the rating score and outlook);

(i) Information on corporate or parental guarantees throughout the holding company and the expected source of liquidity should such guarantees be called upon; and

(j) Identification of any material activity or development of the insurance holding company system that, in the opinion of senior management, could adversely affect the insurance holding company system.

The Registrant/Applicant may attach the appropriate form most recently filed with the U.S. Securities and Exchange Commission, provided the Registrant/Applicant includes specific references to those areas listed in Item 1 for which the form provides responsive information. If the Registrant/Applicant is not domiciled in the U.S., it may attach its most recent public audited financial statement filed in its country of domicile, provided the Registrant/Applicant includes specific references to those areas listed in Item 1 for which the financial statement provides responsive information.

ITEM 2: OBLIGATION TO REPORT

If the Registrant/Applicant has not disclosed any information pursuant to Item 1, the Registrant/Applicant shall include a statement affirming that, to the best of its knowledge and belief, it has not identified enterprise risk subject to disclosure pursuant to Item 1.

7.17: Severability.

If any provision of .00, or the application thereof to any person or circumstance, is held invalid, such determination of invalidity shall not affect other provisions or applications of 211 CMR 7.00 which can be given effect without the invalid provision or application, and to that end the provisions of .00 are severable.

REGULATORY AUTHORITY

.00: M.G.L. c. 175, § 206C.

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