UNITED
STATES OF AMERICA
BEFORE
THE
SECURITIES
AND EXCHANGE COMMISSION
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In the Matter of
Assurant, Inc.
One Chase Manhattan Plaza, 41st Floor
New York, New York 10005
Union Security Insurance Company
2323 Grand Boulevard
Kansas City, Missouri 64108-2670
Union Security Life Insurance
Company of New York
212 Highbridge Street, Suite D
Fayetteville, New York 13066
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APPLICATION
PURSUANT TO SECTION 9(c) OF THE INVESTMENT COMPANY ACT OF 1940 FOR
TEMPORARY AND PERMANENT ORDERS EXEMPTING APPLICANTS FROM THE PROVISIONS OF
SECTION 9(a) OF SUCH ACT
File
No. 812
-______
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Assurant,
Inc. (“Assurant”), Union Security Insurance Company (“USIC”), and Union Security
Life Insurance Company of New York (“USLICNY”) (collectively, the “Applicants”
and, excluding Assurant, the “Depositor Applicants”) each hereby applies (the
“Application”) pursuant to Section 9(c) of the Investment Company Act of
1940, as amended (the “Act”), for (i) a temporary order granting an
exemption from Section 9(a) of the Act pending the determination of the
Securities and Exchange Commission (the “Commission”) of this Application for
permanent exemption (the “Temporary Order”) and (ii) a permanent order
exempting them from provisions of Section 9(a) of the Act (the “Permanent
Order” and, together with the Temporary Order, the “Orders”) with respect to a
permanent injunction entered against Assurant. Assurant, through its
subsidiaries and affiliates, is a premier provider of specialized insurance
products and related services in North America and selected international
markets. Assurant’s four operating segments — Assurant
Solutions, Assurant Specialty Property, Assurant Health, and Assurant Employee
Benefits — provide debt protection administration, credit insurance,
warranties and service contracts, pre-funded funeral insurance, creditor-placed
homeowners insurance, manufactured housing homeowners insurance, individual and
small employer group health insurance, group dental insurance, group disability
insurance, and group life insurance. While Assurant does not serve,
and no existing company of which Assurant is an affiliated person (other than
the Depositor Applicants) currently serves, as an investment adviser (as defined
in Section 2(a)(20) of the Act) or depositor of any registered investment
company (“RIC”) or principal underwriter (as defined in Section 2(a)(29) of
the Act) for any registered open-end company, registered unit investment trust
(“UIT”), or registered face amount certificate company (collectively and
together with RICs, the “Funds”), Applicants request that any relief granted by
the Commission pursuant to this Application also apply to any existing company
of which Assurant is an affiliated person within the meaning of
Section 2(a)(3) of the Act and to any other company of which Assurant may
become an affiliated person in the future (together with the Applicants, the
“Covered Persons”). Applicants request that the Temporary Order
remain in effect until the Commission acts on the Application for the Permanent
Order.
Assurant
is the parent company of each of the Depositor Applicants.
USIC is
an indirect wholly-owned subsidiary of Assurant. USIC writes
insurance products that are marketed by Assurant’s business
segments. USIC performs substantially all of the operations of the
Assurant Employee Benefits segment. USIC directly markets, sells, and
administers the group disability, group life, and certain of the group dental
insurance products and manages other Assurant subsidiaries that provide prepaid
dental products. With respect to the Assurant Health segment, USIC
issues small employer group health insurance policies that are sold through an
independent agency. With respect to the Assurant Solutions segment,
USIC issues accidental death and dismemberment policies for which the segment
performs the selling, marketing, and administrative functions. As a
result of the sale of one of its prior businesses (described further below),
USIC serves as a depositor for the separate accounts organized as UITs that are
listed in Part 1 of Annex A (together with the USLICNY separate
accounts listed in Part 2 of Annex A, the “Separate
Accounts”). These Separate Accounts had net assets of approximately
$1.6 billion as of December 31, 2008.
USLICNY
is a direct wholly-owned subsidiary of Assurant. USLICNY writes
insurance products that are marketed in New York State by the Assurant Employee
Benefits and Assurant Solutions segments. Within the Assurant
Employee Benefits segment, USLICNY writes group life, group dental, group
long-term disability, and group short-term disability insurance
products. Within the Assurant Solutions segment, USLICNY markets,
sells, and issues credit life and credit disability products. As a
result of the sale of one of its prior businesses (described further below),
USLICNY serves as a depositor for the Separate Accounts that are listed in
Part 2 of Annex A. These Separate Accounts had net assets
of approximately $13 million as of December 31, 2008.
Prior to
2002, the Depositor Applicants issued and sold variable life insurance and
annuity contracts. Since 2002, the Depositor Applicants have not
issued or sold any new variable life insurance or annuity contracts, and such
product lines are no longer a part of Assurant’s businesses. In April
2001, Assurant’s predecessor, Fortis, Inc., sold its entire variable life
insurance and annuity contract businesses, including the Separate Accounts, to
The Hartford Financial Services Group, Inc. (“Hartford”) through modified
coinsurance (the “Hartford Transaction”). As a result, the Depositor
Applicants remained the issuers of the outstanding life insurance and annuity
products, but Hartford has assumed all day-to-day responsibility for the
administration of the policies.
1
The
Depositor Applicants no longer derive any financial benefit from the Separate
Accounts. The Separate Accounts at issue hold assets solely for the
benefit of the policyholders who purchased variable annuity contracts and
variable life insurance policies prior to April 2001. The Separate
Accounts are UITs registered under the Act.
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1
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Although
the Hartford assumed all day-to-day administration of the policies in
April 2001, certain of the related investment management agreements were
not executed until August 8,
2001.
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B.
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The Consent and
Injunction
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On
January 21, 2010, the Commission filed a complaint (the “Complaint”) against
Assurant in the United States District Court for the Southern District of New
York (the “District Court”) in a civil action captioned
Securities and Exchange
Commission v. Assurant, Inc.
The Complaint alleges that
Assurant violated Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
Rules 12b-20, 13a-11, and 13a-13 promulgated thereunder (collectively, the
“Applicable Securities Laws”) in connection with Assurant’s accounting and
public reporting practices.
The
Complaint relates to Assurant’s alleged inaccurate recording of income for the
third quarter of 2004 in the consolidated financial statements included in its
periodic and other filings for 2004. The inaccuracies in the
financial statements relate to recorded income from a purported reinsurance
contract entered into between American Reinsurance Co. (“Am Re”) and
Assurant (including Assurant’s predecessor entities). Thus, the
Complaint alleges that Assurant violated the financial reporting, books and
records, and internal controls provisions of the Exchange Act.
On
January 13, 2010, Assurant executed a consent (the “Consent”) in which it
neither admits nor denies any of the allegations in the Complaint, except as to
jurisdiction, but consents to the entry of an injunction. On [___], the District
Court entered a final judgment against Assurant (the “Final Judgment”) that
enjoins Assurant, directly or through its officers, directors, agents, and
employees, from violating the Applicable Securities Laws (the
“Injunction”).
2
________________
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2
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Securities and Exchange
Commission v. Assurant, Inc.
, Final Judgment as to Defendant
Assurant, Inc.,
_ _
Civ.
_ _
(SDNY
___
).
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II.
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Application of
Section 9 of the Act
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Section 9(a)(2)
of the Act provides, in pertinent part, that a person may not serve or act as,
among other things, an investment adviser or depositor of any investment company
registered under the Act, or as principal underwriter for any registered
open-end investment company, registered UIT, or registered face amount
certificate company if the person, by reason of any misconduct, is permanently
or temporarily enjoined from, among other things, “acting . . .
as an affiliated person, salesman or employee of any . . .
insurance company . . . or from engaging in or continuing any
conduct or practice in connection with any such activity or in connection with
the purchase or sale of any security.” Section 9(a)(3) extends
the prohibitions of Section 9(a)(2) to a company, an “affiliated person” of
which is disqualified under the provisions of
Section 9(a)(2). “Affiliated person” is defined in
Section 2(a)(3) of the Act to include, among others:
(A) any
person directly or indirectly owning, controlling, or holding with power to
vote, 5 per centum or more of the outstanding voting securities of such
other person; (B) any person 5 per centum or more of whose outstanding
voting securities are directly or indirectly owned, controlled, or held with
power to vote, by such other person; (C) any person directly or indirectly
controlling, controlled by, or under common control with, such other
person.
Taken
together, Sections 9(a)(2) and 9(a)(3) would have the effect of precluding
each Applicant from acting as an adviser, subadviser, or depositor for any Fund
or as a principal underwriter for any registered open-end company, registered
face amount certificate company, or UIT. The entry of the Final
Judgment would result in the disqualification of each Applicant (other than
Assurant) under Section 9(a)(3) because Assurant is an affiliated person of
such Depositor Applicants and would, upon the entry of the Final Judgment,
become subject to an injunction described in
Section 9(a)(2). Other Covered Persons would be similarly
disqualified pursuant to Section 9(a)(3) were they to act in any of the
capacities listed in Section 9(a) with respect to a Fund.
Section 9(c)
of the Act provides that, upon application, the Commission shall by order grant
an exemption from the provisions of Section 9(a), either unconditionally or
on an appropriate temporary or other conditional basis, to any person if that
person establishes that: (1) the prohibitions of Section 9(a),
as applied to the person, are unduly or disproportionately severe or
(2) the conduct of the person has been such as not to make it against the
public interest or protection of investors to grant the exemption. In
determining whether an exemption should be granted under Section 9(c), the
Commission historically has analyzed the facts and circumstances of each case
and has focused particularly on whether the parties seeking relief had no
involvement in, or have remedied the conduct that serves as, the basis for
disqualification under Section 9(a).
3
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3
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Cf.
Applications for
Relief from Disqualification, Investment Company Act Release No. 8689
(Feb. 26, 1975).
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III.
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Statement in Support
of Application
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In
support of their position that the Commission should issue the Orders, the
Applicants assert the following.
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A.
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Limited Scope of the
Alleged Misconduct
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The
alleged conduct giving rise to the Injunction did not involve any of the
Applicants acting in the capacity of investment adviser, subadviser, depositor,
or principal underwriter for any Fund. The alleged conduct giving
rise to the Injunction similarly did not involve any of the Separate Accounts or
the discontinued variable annuity and variable life insurance
businesses. Instead, the Complaint relates to
alleged inaccuracies in Assurant’s financial statements
concerning recorded income from a purported reinsurance contract entered into
between Am Re and Assurant (including Assurant’s predecessor
entities).
Neither
of the Depositor Applicants has offered, or has had any relation to, property
insurance or property catastrophe reinsurance coverage other than as affiliates
of Assurant. Moreover, none of the alleged misleading statements,
accounting entries, or disclosures described in the Complaint relate to the
Depositor Applicants, the discontinued variable annuity and variable life
insurance businesses, or the Separate Accounts.
As a
result of the foregoing, the conduct of the Depositor Applicants has not been
such to as to make it against the public interest or the protection of investors
to grant the Application.
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B.
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Hardships on Contract
Holders and Policyholders
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The
inability of the Depositor Applicants to continue to serve as depositors with
respect to the Separate Accounts would result in potential hardship to the
Depositor Applicants and to the variable annuity contract holders and variable
life insurance policyholders for whose sole benefit the Separate Accounts hold
assets. The protection of neither investors nor the public interest
would be served by permitting the Section 9(a) disqualifications to apply
to the Depositor Applicants because to do so would deprive contract holders and
policyholders of services they selected. If disqualified from serving
as depositors for the Separate Accounts, Depositor Applicants could no longer
hold those assets and would be forced to cancel and unwind the variable annuity
contracts and variable life insurance policies. Contract holders and
policyholders, through no fault of their own, would incur the costs of seeking
and purchasing viable alternatives. The prohibitions of
Section 9(a) could, therefore, operate to the detriment of the financial
interests of the Separate Accounts and their contract holders and
policyholders.
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C.
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Adverse Effect on
Applicants
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If the
Depositor Applicants were barred under Section 9(a) from continuing to
serve as depositors for the Separate Accounts and were unable to obtain the
requested exemption, the effects on the Depositor Applicants would be
severe. The Depositor Applicants have committed substantial resources
for more than seven years to serving as depositors for the Separate
Accounts. Prohibiting the Depositor Applicants from serving as
depositors for the Separate Accounts would render critical terms of the Hartford
Transaction void and would require significant and costly restructuring of the
modified coinsurance transaction structure. The Depositor Applicants
have committed an extensive amount of capital to support the structure under the
Hartford Transaction.
Because of the
structure of the Hartford Transaction, Depositor Applicants cannot simply cede
their responsibilities as depositors for the Separate Accounts to
Hartford. Transferring responsibilities to Hartford would require the
Applicants to abrogate and renegotiate the Hartford Transaction. Such
a process would result in significant additional costs on behalf of
Applicants.
For these
reasons, the imposition of the Section 9(a) disqualification on the
Depositor Applicants would be unduly and disproportionately severe.
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D.
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Absence of Any
Connection between the Alleged Conduct and the Separate
Accounts
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The
conduct alleged in the Complaint did not involve any of the Applicants acting in
the capacity of a depositor for any of the Separate
Accounts. Assurant itself does not serve in any of the capacities
described in Section 9(a) of the Act. None of the transactions
at issue in the conduct described in the Complaint involved the assets of any of
the Separate Accounts or the discontinued variable annuity and variable life
insurance businesses. Since the closing of the Hartford Transaction,
Applicants have not been involved in any investment decision with respect to the
Separate Accounts.
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E.
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No
Involvement of
Applicants’
Personnel with the Separate
Accounts
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As noted above, the Complaint relates to
Assurant’s alleged inaccurate recording of income for the third quarter
of 2004 in the consolidated financial statements included in its periodic and
other filings for 2004.
Except as
discussed below, since the closing of the Hartford Transaction in 2001,
Applicants note that (i) none of the current or former directors, officers,
or employees of the Applicants (other than Assurant itself and its predecessor
entities) had any knowledge of, or any involvement in, the conduct alleged in
the Complaint; (ii) the personnel at Assurant who were involved in the
violations alleged in the Complaint have had no, and will not have any future,
involvement in Covered Persons’ serving as an
investment adviser,
subadviser, depositor, or principal underwriter for any Fund
; and (iii) because the personnel of the Applicants
(other than Assurant itself and its predecessor entities) did not have any
involvement in the alleged misconduct, contract holders and policyholders of the
Separate Accounts were not affected any differently than if those Separate
Accounts had received services from any other non-affiliated
depositor.
Certain
officers of Assurant are currently, or have served as, directors or officers of
the Depositor Applicants. In July 2007, Assurant learned that three
of its officers received Wells notices from the Division of Enforcement of the
Commission in connection with its investigation into the facts underlying the
Complaint (referred to herein as Wells Notice Recipient A, Wells Notice
Recipient B, and Wells Notice Recipient C (collectively, the “Wells
Notice Recipients”)). None of these Wells Notice Recipients are
named, or otherwise referenced, in the Complaint, nor have they otherwise been
charged by the Commission with any violation at any time.
4
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4
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Two
other former employees of a third-tier subsidiary of Assurant also
received Wells notices from the Division of Enforcement. These
individuals are not named, or otherwise referenced, in the Complaint, nor
have they otherwise been charged by the Commission with any violation at
any time. These individuals are not current or former
directors, officers, or employees of the Depositor
Applicants.
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While
certain Wells Notice Recipients may currently or have previously served as
directors, executives, or officers of the Depositor Applicants and may have
previously signed filings under the Act, the Securities Act of 1933 (the
“Securities Act”), and the Exchange Act for the Depositor Applicants or may
currently or have previously otherwise performed duties pursuant to those roles,
since the closing of the Hartford Transaction, the focus of their service is and
has always been dedicated to the ongoing businesses referenced above, not the
discontinued variable annuity or variable life insurance
businesses. Since the closing of the Hartford Transaction, Hartford
has assumed responsibility for all day-to-day administrative and economic
functions with respect to the Separate Accounts.
Other than signing certain public filings required under
the federal securities laws containing representations with respect to the
Separate Accounts and receiving communications that referenced the Separate
Accounts, since the closing of the Hartford Transaction, the
Wells Notice
Recipients have not been involved in the Depositor Applicants’ serving as a
depositor for the Separate Accounts and will not be involved in that capacity in
the future. The Wells Notice Recipients will not be involved in
Covered Persons’ serving as an investment adviser, subadviser, depositor, or
principal underwriter for any Fund. Applicants will develop and
implement procedures designed reasonably to assure compliance with this
condition.
5
Certain
Wells Notice Recipients may, however, pursuant to their roles as officers of
Assurant, sign, and receive information regarding the Separate Accounts from the
Applicants in connection with the signing of, Assurant filings required under
the applicable federal securities laws that make reference to Depositor
Applicants.
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5
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In
the event that a Covered Person seeks to serve as investment adviser,
subadviser, depositor, or principal underwriter for any Fund and wishes to
involve Wells Notice Recipients or Certain Depositor Applicant Personnel
(as defined below), the Applicants may apply for additional relief under
Section 9(c) of the Act.
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To the
extent other current or former officers, directors, or employees of the
Depositor Applicants had any knowledge of, or any involvement in, the conduct
alleged in the Complaint (“Certain Depositor Applicant Personnel”),
since the closing of the Hartford Transaction in
2001,
those individuals have not been involved in the Depositor
Applicants’ serving as a depositor for the Separate Accounts and will not be
involved in that capacity in the future. Certain Depositor Applicant
Personnel will not be involved in Covered Persons’ serving as an investment
adviser, subadviser, depositor, or principal underwriter for any
Fund. Applicants will develop and implement procedures designed
reasonably to assure compliance with this condition.
6
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6
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By
agreeing to these conditions, however, neither the Applicants nor any
current or former officers, directors, or employees of the Applicants are
admitting to having engaged in any of the conduct alleged in the
Complaint.
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Other than signing certain public filings
required under the Federal securities laws containing representations with
respect to the Separate Accounts and receiving communications that referenced
the Separate Accounts,
Wells Notice Recipient A is not, and has not
been since the time of the Hartford Transaction, involved in the
Separate Accounts for
which USIC now serves as depositor, and he will not be involved in that capacity
in the future. Wells Notice Recipient A has, since
January 3, 1989, served as a director of USIC and, pursuant to this role,
signed annual filings under the Act, the Securities Act, and the Exchange Act on
behalf of USIC. Wells Notice Recipient A will resign from the
directorship effective no later than the time the Injunction is issued, after
which time Wells Notice Recipient A will cease signing annual filings on
behalf of USIC and will cease receiving communications regarding the Separate
Accounts, except as referenced above.
Similarly,
other than signing certain public filings required
under the federal securities laws containing representations with respect to the
Separate Accounts and receiving communications that referenced the Separate
Accounts,
Wells Notice
Recipient B is not, and has not been since the time of the Hartford
Transaction, involved in the Separate Accounts for which USIC now serves as
depositor, and he will not be involved in that capacity in the
future. Wells Notice Recipient B previously served as an officer
and director of USIC and, pursuant to those roles, signed annual filings under
the Act, the Securities Act, and the Exchange Act on behalf of
USIC. Since March 16, 2009, however, Wells Notice
Recipient B has had no involvement with USIC. His relationship
with Assurant will terminate on March 15, 2010.
In his
capacity as an officer of Assurant Health, Wells Notice Recipient C has,
since October 12, 2009, also served as an officer of USIC, but he is
involved only in the marketing of disability and health insurance
products.
Wells Notice Recipient C
has overall responsibility over Assurant’s health insurance business, which
includes marketing and selling the insurance policies issued by
USIC. Given this responsibility,
it is important for Wells
Notice Recipient C to continue to serve as an officer of USIC in order to
bind Assurant Health with respect to the health insurance policies it enters
into on behalf of USIC.
7
Wells
Notice Recipient C, therefore, continues to serve as an officer of USIC in
order to perform necessary services solely in connection with that business
segment.
Any alternative structure
would be cumbersome. Since the closing of the Hartford Transaction,
Wells Notice Recipient C has had,
and
will have
,
no role in the
discontinued variable annuity and variable life insurance businesses or the
Separate Accounts with respect to which USIC serves as a depositor.
Applicants will develop
and implement procedures designed reasonably to assure that Wells Notice
Recipient C will continue to have no role in the Separate Accounts for
which USIC serves as a depositor. Such procedures will include the
following: (i) Wells Notice Recipient C will continue not
to have contact with anyone at Hartford responsible for administering the
Separate Accounts; (ii) Wells Notice Recipient C will not receive
communications referencing the Separate Accounts; (iii) Wells Notice
Recipient C will not sign filings under the Act, the Securities Act, and
the Exchange Act containing representations regarding the Separate Accounts; and
(iv) Wells Notice Recipient C will not serve as a director of either
of the Depositor Applicants.
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7
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Assurant
is a holding company for over 100 insurance companies, non-insurance
companies, and other holding companies. Assurant and its
100-plus subsidiaries are all legal entities. Each of
Assurant’s four reporting segments, including Assurant Health, operates
through a subset of the 100 subsidiary companies. Depositor
Applicants are two of the subsidiary companies. Because these
subsidiary companies are legal entities and Assurant Health is not,
Assurant Health employees, including Wells Notice Recipient C, sign
contracts on behalf of these
subsidiaries.
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Since the
closing of the Hartford Transaction, Wells Notice Recipient C has not been
involved in USLICNY’s serving as a depositor for the Separate Accounts and will
not be involved in that capacity in the future. Other than signing
certain public filings required under the federal securities laws containing
representations with respect to the Separate Accounts and receiving
communications that referenced the Separate Accounts, Wells Notice
Recipients A and B have not been, since the time of the Hartford
Transaction, involved in USLICNY’s serving as a depositor for the Separate
Accounts. Wells Notice Recipients A and B will not be involved
in USLICNY’s serving as a depositor for the Separate Accounts in the
future.
Wells
Notice Recipient A was an officer and director of USLICNY until April
2004. Wells Notice Recipient B was an officer and director of
USLICNY from September 2005 through March 2007. Pursuant to those
roles, Wells Notice Recipients A and B signed annual filings under the Act,
the Securities Act, and the Exchange Act on behalf of USLICNY and received
communications that referenced the Separate Accounts. The service of
Wells Notice Recipients A and B was focused on the ongoing business and not
the discontinued variable annuity and variable life insurance
businesses. Wells Notice Recipient A has had no role with
USLICNY since April 2004, will not sign annual filings on behalf of USLICNY, and
will cease receiving communications regarding the Separate Accounts, except as
referenced above. Wells Notice Recipient B has had no role with
USLICNY since March 2007 and, as noted above, will have no relationship with
Assurant after March 15, 2010.
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F.
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Applicant’s Prior
Section 9(c) Orders
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None of
the Applicants previously has applied for an exemptive order under
Section 9(c).
The
Applicants agree that any order granted by the Commission pursuant to this
Application will be subject to the following conditions:
1. The
Wells Notice Recipients and Certain Depositor Applicant Personnel will not be
involved in
the Covered Persons’ serving as an
investment adviser, depositor, or principal underwriter to any Fund
.
Applicants will develop and implement
procedures designed reasonably to assure compliance with this
condition.
2. Any
temporary exemption granted pursuant to the Application shall be without
prejudice to, and shall not limit the Commission’s rights in any manner with
respect to, any Commission investigation of, or administrative proceedings
involving or against, Covered Persons, including, without limitation, the
consideration by the Commission of a permanent exemption from Section 9(a)
of the Act requested pursuant to the Application or the revocation or removal of
any temporary exemptions granted under the Act in connection with the
Application.
For the
reasons set forth above, Applicants meet the standards for exemption specified
in Section 9(c) of the Act and, therefore, respectfully apply, on behalf of
themselves and the Covered Persons, for the entry of the Orders by the
Commission.
Pursuant
to Rule 0-2(f) under the Act, the Applicants state that their addresses are
as indicated on the cover page of this Application and further state that all
communications or questions concerning this Application should be directed
to:
Bart
Schwartz, Esq.
Executive
Vice President, Chief Legal Officer and Secretary
Assurant,
Inc.
One Chase
Manhattan Plaza, 41st Floor
New York,
New York 10005
with a
copy to:
Dixie L.
Johnson, Esq.
Fried,
Frank, Harris, Shriver & Jacobson LLP
1001
Pennsylvania Avenue, N.W.
Washington,
D.C. 20004
The
Applicants request that the Commission issue the requested Orders pursuant to
Rule 0-5 under the Act without conducting a hearing.
Pursuant
to Rule 0-2(c)(1) under the Act, each Applicant states that, under the
provisions of each Applicant’s governing instruments, the responsibility for the
management of its affairs and business is vested in its Chief Executive Officer,
Board of Directors, officers, or other governing body, as
applicable. Each Applicant represents that the undersigned individual
is authorized to file this Application in its name and on its
behalf. The certifications required by Rule 0-2(c)(1) under the
Act are attached as Exhibits A-1 through A-3 and the verifications required
by Rule 0-2(d) under the Act are attached as Exhibits B-1 through
B-3.
The
Applicant named below has caused this Application to be duly signed on its
behalf on the 21st day of January 2010. The authorization
required by Rule 0-2(c) under the Act is included in Exhibit A-1 to
this Application. The verification required by Rule 0-2(d) under
the Act is included in this Application as Exhibit B-1.
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ASSURANT, INC.
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By:
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/s/
Bart
Schwartz, Esq.
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Name:
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Bart
Schwartz, Esq.
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Title:
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Executive
Vice President,
Chief
Legal Officer and Secretary
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The
Applicant named below has caused this Application to be duly signed on its
behalf on the 21st day of January 2010. The authorization required by
Rule 0-2(c) under the Act is included in Exhibit A-2 to this
Application. The verification required by Rule 0-2(d) under the
Act is included in this Application as Exhibit B-2.
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UNION SECURITY INSURANCE COMPANY
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By:
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/s/
Raj
Dave, Esq.
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Name:
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Title:
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Assistant
Secretary
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The
Applicant named below has caused this Application to be duly signed on its
behalf on the 21st day of January 2010. The authorization required by
Rule 0-2(c) under the Act is included in Exhibit A-3 to this
Application. The verification required by Rule 0-2(d) under the
Act is included in this Application as Exhibit B-3.
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UNION SECURITY LIFE INSURANCE COMPANY
OF NEW YORK
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By:
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/s/
Raj
Dave, Esq.
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Name:
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Title:
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Assistant
Secretary
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Exhibit
A-1
Authorization
Officer’s
Certificate
The
undersigned, being the duly appointed Senior Vice President, Chief Corporate
Counsel and Assistant Secretary of Assurant, Inc., does hereby certify that this
Application is signed by Bart Schwartz, Executive Vice President, Chief Legal
Officer and Secretary of Assurant, Inc., pursuant to the general authority
vested in him as such under Article III, Section 3 of the amended and
restated bylaws of Assurant.
IN
WITNESS WHEREOF, I have set my hand this 21st day of January 2010.
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ASSURANT, INC.
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By:
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/s/
Stephen
W. Gauster
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Name:
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Title:
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Senior
Vice President, Chief Corporate Counsel and Assistant
Secretary
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Exhibit
A-2
Authorization
Officer’s
Certificate
The
undersigned, being the duly elected Assistant Secretary of Union Security
Insurance Company (“USIC”), does hereby certify that this Application is signed
by Raj Dave, Assistant Secretary of USIC, pursuant to the general authority
vested in him as such under Article III, Section 7 of the restated bylaws
of USIC.
IN
WITNESS WHEREOF, I have set my hand this 21st day of January 2010.
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UNION SECURITY INSURANCE COMPANY
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By:
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/s/
Stephen
W. Gauster
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Name:
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Title:
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Exhibit
A-3
Authorization
Officer’s
Certificate
The
undersigned, being the duly elected Secretary
of Union Security Life
Insurance Company of New York (“USLICNY”), does hereby certify that this
Application is signed by Raj Dave, Assistant Secretary of USLICNY, pursuant to
the general authority vested in him as such under Article IV,
Section 4.08 of the bylaws of USLICNY.
IN
WITNESS WHEREOF, I have set my hand this 21st day of January
2010.
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UNION SECURITY LIFE INSURANCE COMPANY
OF NEW YORK
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By:
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/s/
Stephen
W. Gauster
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Name:
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Title:
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Exhibit
B-1
Verification
The
undersigned states that he has duly executed the attached Application dated
January 21, 2010 for and on behalf of Assurant, Inc.; that he is Executive Vice
President, Chief Legal Officer and Secretary of Assurant, Inc.; and that all
action by stockholders, directors, and other bodies necessary to authorize the
undersigned to execute and file such instrument has been taken. The
undersigned further states that he is familiar with such instrument, and the
contents thereof, and that the facts therein set forth are true to the best of
his knowledge, information and belief.
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ASSURANT, INC.
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By:
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/s/
Bart
Schwartz, Esq.
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Name:
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Bart
Schwartz, Esq.
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Title:
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Executive
Vice President, Chief Legal Officer and Secretary
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Exhibit
B-2
Verification
The
undersigned states that he has duly executed the attached Application dated
January 21, 2010 for and on behalf of Union Security Insurance Company; that he
is an Assistant Secretary of Union Security Insurance Company; and that all
action by stockholders, directors, and other bodies necessary to authorize the
undersigned to execute and file such instrument has been taken. The
undersigned further states that he is familiar with such instrument, and the
contents thereof, and that the facts therein set forth are true to the best of
his knowledge, information and belief.
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UNION SECURITY INSURANCE COMPANY
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By:
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/s/
Raj
Dave, Esq.
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Name:
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Title:
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Exhibit
B-3
Verification
The
undersigned states that he has duly executed the attached Application dated
January 21, 2010 for and on behalf of Union Security Life Insurance Company of
New York; that he is an Assistant Secretary of Union Security Life Insurance
Company of New York; and that all action by stockholders, directors, and other
bodies necessary to authorize the undersigned to execute and file such
instrument has been taken. The undersigned further states that he is
familiar with such instrument, and the contents thereof, and that the facts
therein set forth are true to the best of his knowledge, information and
belief.
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UNION SECURITY LIFE INSURANCE COMPANY
OF NEW YORK
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By:
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/s/
Raj
Dave, Esq.
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Name:
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Title:
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Annex
A
Part
1
Accounts
for which USIC serves as depositor
Variable
Account C
Variable
Account D
Part
2
Accounts
for which USLICNY serves as depositor
Separate
Account A