(3) Trust
agreements qualified under Section
624.610(5),
F.S. The provisions of this subsection and subsection (4) concern assuming
insurers that do not meet the requirements of Sections
624.610(2) through
(4), F.S., or the respective rules of this
chapter, including Rule
69O-144.007, F.A.C.
(a) As used in this subsection:
1. "Beneficiary" means the entity for whose
sole benefit the trust has been established and any successor of the
beneficiary by operation of law. If a court of law appoints a successor in
interest to the named beneficiary, then the named beneficiary includes and is
limited to the court appointed domiciliary receiver (including conservator,
rehabilitator or liquidator).
2.
"Grantor" means the entity that has established a trust for the sole benefit of
the beneficiary. When established in conjunction with a reinsurance agreement,
the grantor is the unlicensed, unaccredited assuming insurer.
3. "Obligations," as used in
sub-subparagraphs (3)(b)11.b. and c. of this subsection, means:
a. Reinsured losses and allocated loss
expenses paid by the ceding company, but not recovered from the assuming
insurer;
b. Reserves for reinsured
losses reported and outstanding;
c.
Reserves for reinsured losses incurred but not reported; and,
d. Reserves for allocated reinsured loss
expenses and unearned premiums.
(b) Required conditions:
1. The trust agreement shall be entered into
between the beneficiary, the grantor and a trustee, which shall be a qualified
U.S. financial institution as defined in Section
624.610(6)(b),
F.S.
2. The trust agreement shall
create a trust account into which assets shall be deposited.
3. All assets in the trust account shall be
held by the trustee at the trustee's office in the United States.
4. The trust agreement shall provide that:
a. The beneficiary shall have the right to
withdraw assets from the trust account at any time, without notice to the
grantor, subject only to written notice from the beneficiary to the
trustee;
b. No other statement or
document is required to be presented to withdraw assets, except that the
beneficiary may be required to acknowledge receipt of withdrawn
assets;
c. It is not subject to any
conditions or qualifications outside of the trust agreement; and,
d. It shall not contain references to any
other agreements or documents except as provided for in subparagraph (3)(b)11.
below.
5. The trust
agreement shall be established for the sole benefit of the
beneficiary.
6. The trust agreement
shall require the trustee to:
a. Receive
assets and hold all assets in a safe place;
b. Determine that all assets are in such form
that the beneficiary, or the trustee upon direction by the beneficiary, may
whenever necessary negotiate any such assets, without consent or signature from
the grantor or any other person or entity;
c. Furnish to the grantor and the beneficiary
a statement of all assets in the trust account upon its inception and at
intervals no less frequent than the end of each calendar quarter;
d. Notify the grantor and the beneficiary
within ten (10) days of any deposits to or withdrawals from the trust
account;
e. Upon written demand of
the beneficiary, immediately take any and all steps necessary to transfer
absolutely and unequivocally all right, title and interest in the assets held
in the trust account to the beneficiary and deliver physical custody of the
assets to the beneficiary; and,
f.
Allow no substitutions or withdrawals of assets from the trust account, except
on written instructions from the beneficiary, except that the trustee may,
without the consent of but with notice to the beneficiary, upon call or
maturity of any trust asset, withdraw the asset upon condition that the
proceeds are paid into the trust account.
7. The trust agreement shall provide that at
least thirty (30) days prior to termination of the trust account written
notification of termination shall be delivered by the trustee to the
beneficiary and to the Office.
8.
The trust agreement shall be made subject to and be governed by the laws of the
state in which the trust is domiciled.
9. The trust agreement shall prohibit
invasion of the trust corpus for the purpose of paying compensation to, or
reimbursing the expenses of, the trustee.
10. The trust agreement shall provide that
the trustee shall be liable for its negligence, willful misconduct, or lack of
good faith. The failure of the trustee to draw against the letter of credit in
circumstances where such draw would be required shall be deemed to be
negligence and willful misconduct.
11. Notwithstanding any other provisions of
this rule, when a trust agreement is established to meet the requirements of
Section 624.610(5),
F.S., in conjunction with a reinsurance agreement covering risks other than
life, annuities, and accident and health, where it is customary practice to
provide a trust agreement for a specific purpose, the trust agreement may
provide that the ceding insurer shall undertake to use and apply amounts drawn
upon the trust account, without diminution because of the insolvency of the
ceding insurer or the assuming insurer, only for the following purposes:
a. To pay or reimburse the ceding insurer for
the assuming insurer's share under the specific reinsurance agreement regarding
any losses and allocated loss expenses paid by the ceding insurer, but not
recovered from the assuming insurer, or for unearned premiums due to the ceding
insurer if not otherwise paid by the assuming insurer;
b. To make payment to the assuming insurer of
any amounts held in the trust account that exceed 102 percent of the actual
amount required to fund the assuming insurer's obligations under the specific
reinsurance agreement; or
c. Where
the ceding insurer has received notification of termination of the trust
account and where the assuming insurer's entire obligations under the specific
reinsurance agreement remain unliquidated and undischarged ten (10) days prior
to the termination date, to withdraw amounts equal to the obligations and
deposit those amounts in a separate account, in the name of the ceding insurer
in any qualified U.S. financial institution apart from its general assets, in
trust for such uses and purposes specified in sub-subparagraphs a. and b.,
above, as may remain executory after the withdrawal and for any period after
the termination date.
12.
Notwithstanding other provisions of this rule, when a trust agreement is
established to meet the requirements of Section
624.610(5),
F.S., in conjunction with a reinsurance agreement covering life, annuities, or
accident and health risks, where it is customary to provide a trust agreement
for a specific purpose, the trust agreement may provide that the ceding insurer
shall undertake to use and apply amounts drawn upon the trust account, without
diminution because of the insolvency of the ceding insurer or the assuming
insurer, only for the following purposes:
a.
To pay or reimburse the ceding insurer for:
(I) The assuming insurer's share under the
specific reinsurance agreement of premiums returned, but not yet recovered from
the assuming insurer, to the owners of policies reinsured under the reinsurance
agreement on account of cancellations of the policies; and,
(II) The assuming insurer's share under the
specific reinsurance agreement of surrenders and benefits or losses paid by the
ceding insurer, but not yet recovered from the assuming insurer, under the
terms and provisions of the policies reinsured under the reinsurance
agreement;
b. To pay to
the assuming insurer amounts held in the trust account in excess of the amount
necessary to secure the credit or reduction from liability for reinsurance
taken by the ceding insurer; or
c.
Where the ceding insurer has received notification of termination of the trust
and where the assuming insurer's entire obligations under the specific
reinsurance agreement remain unliquidated and undischarged ten (10) days prior
to the termination date, to withdraw amounts equal to the assuming insurer's
share of liabilities, to the extent that the liabilities have not yet been
funded by the assuming insurer, and deposit those amounts in a separate
account, in the name of the ceding insurer in any qualified U.S. financial
institution apart from its general assets, in trust for the uses and purposes
specified in a. and b. above as may remain executory after withdrawal and for
any period after the termination date.
13. The reinsurance agreement may, but need
not, contain the provisions required in paragraph (5)(d) of this subsection, so
long as these required conditions are included in the trust
agreement.
14.
a. Notwithstanding any other provisions in
the trust instrument, if the grantor of the trust has been declared insolvent
or placed into receivership, rehabilitation, liquidation, or similar
proceedings under the laws of its state or country of domicile, the trustee
shall comply with an order of the insurance regulator with regulatory oversight
over the trust or court of competent jurisdiction directing the trustee to
transfer to the insurance regulator with regulatory oversight or other
designated receiver all of the assets of the trust fund.
b. The assets shall be applied in accordance
with the priority statutes and laws of the state in which the trust is
domiciled applicable to the assets of insurance companies in
liquidation.
c. If the insurance
regulator with regulatory oversight determines that the assets of the trust
fund or any part thereof are not necessary to satisfy claims of the U.S.
beneficiaries of the trust, the assets or any part of them shall be returned to
the trustee for distribution in accordance with the trust
agreement.
(c)
Permitted conditions:
1.
a. The trust agreement may provide that the
trustee may resign upon delivery of a written notice of resignation, effective
not less than ninety (90) days after the beneficiary and grantor receive the
notice and that the trustee may be removed by the grantor by delivery to the
trustee and the beneficiary of a written notice of removal, effective not less
than ninety (90) days after the trustee and the beneficiary receive the
notice.
b. The resignation or
removal shall not be effective until a successor trustee has been duly
appointed and approved by the beneficiary, and the grantor and all assets in
the trust have been duly transferred to the new trustee.
2.
a. The
grantor may have the full and unqualified right to vote any shares of stock in
the trust account and to receive from time to time payments of any dividends or
interest upon any shares of stock or obligations included in the trust
account.
b. Any interest or
dividends shall be either forwarded promptly upon receipt to the grantor or
deposited in a separate account established in the grantor's
name.
3. The trustee may
be given authority to invest, and accept substitutions of, any funds in the
account, provided that no investment or substitution shall be made without
prior approval of the beneficiary, unless the trust agreement specifies
categories of investments acceptable to the beneficiary and authorizes the
trustee to invest funds and to accept substitutions that the trustee determines
are at least equal in market value to the assets withdrawn and that are
consistent with the restrictions in paragraph (3)(d) of this
subsection.
4.
a. The trust agreement may provide that the
beneficiary may at any time designate a party to which all or part of the trust
assets are to be transferred.
b.
Transfer may be conditioned upon the trustee receiving, prior to or
simultaneously, other specified assets.
5. The trust agreement may provide that, upon
termination of the trust account, all assets not previously withdrawn by the
beneficiary shall, with written approval by the beneficiary, be delivered over
to the grantor.
(d) A
reinsurance agreement may contain provisions that stipulate that assets
deposited in the trust account shall be valued according to their current fair
market value and shall consist only of cash in U.S. dollars, certificates of
deposit issued by a U.S. bank and payable in U.S. dollars, and investments
permitted by Part II of Chapter 625, F.S., or any combination of the above,
provided investments in or issued by an entity controlling, controlled by or
under common control with either the grantor or the beneficiary of the trust
shall not exceed five percent (5%) of total investments. The reinsurance
agreement may further specify the types of investments to be deposited. Where a
trust agreement is entered into in conjunction with a reinsurance agreement
covering risks other than life, annuities and accident and health, then the
trust agreement may contain the provisions required by this paragraph in lieu
of including such provisions in the reinsurance agreement.
(e) A trust agreement may be used to reduce
any liability for reinsurance ceded to an unauthorized assuming insurer in
financial statements required to be filed with the Office in compliance with
this chapter when established on or before the date of filing of the financial
statement of the ceding insurer. Further, the reduction for the existence of an
acceptable trust account may be up to the current fair market value of
acceptable assets available to be withdrawn from the trust account at that
time, but such reduction shall be no greater than the specific obligations
under the reinsurance agreement that the trust account was established to
secure.