EXHIBIT 10.23
Administrative Services Agreement
between
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK,
and
ALFS, INC.
This Administrative Services Agreement ("Agreement") is made effective as of
JANUARY 1, 2002, between ALFS, INC. ("ALFS") and ALLSTATE LIFE INSURANCE COMPANY
OF NEW YORK ("ALICNY").
WITNESSETH:
WHEREAS, ALICNY, a domestic New York life insurer, proposes to issue to the
public certain variable insurance contracts (the "Contracts"); and
WHEREAS, ALFS, which is registered as a broker-dealer with the Securities and
Exchange Commission, proposes to act as principal underwriter on an agency (best
efforts) basis in the marketing and distribution of Contracts to be offered for
sale by ALICNY; and
WHEREAS, ALICNY desires to obtain the services of ALFS as an underwriter and
distributor of certain Contracts issued by ALICNY; and
WHEREAS, in that capacity ALFS will be required to perform certain services and
to incur certain expenses in connection with the Contracts; and
WHEREAS, ALFS desires that ALICNY assume financial and administrative
responsibility for these expenses and services.
NOW, THEREFORE, it is agreed as follows:
1. OBLIGATIONS OF ALFS
ALICNY appoints ALFS as the principal underwriter of and its exclusive
representative for the distribution of the Contracts and ALFS agrees to use
its best efforts to arrange for the sale of the Contracts by other
registered broker-dealers and licensed insurance agencies. With the consent
of ALICNY, ALFS may execute selling agreements with duly qualified
broker-dealers and licensed insurance agents of ALICNY to offer and sell
the Contracts. The selling agreements shall contain such terms, including
but not limited to provisions for commissions, as ALICNY shall deem
appropriate. There will be no secondary distribution
of the Contracts. It is further understood and agreed that ALFS, which is
not licensed as an insurance agent, shall not be required to act as such
pursuant to this Agreement.
2. OBLIGATIONS OF ALICNY
A. COMMISSIONS
ALICNY agrees to assume on behalf of ALFS responsibility for the
processing and payment of sales commissions payable to authorized
persons in connection with the marketing of the Contracts. Such
commissions will be processed and paid as directed by, and on behalf
of, ALFS in accordance with the applicable selling agreement then in
effect with such persons. ALICNY will not exercise any discretion over
the amount of the commissions, and such commissions paid by ALICNY
will be a purely clerical and ministerial function and will be
properly reflected on the books and records maintained by ALICNY on
behalf of ALFS.
B. CONFIRMATIONS
ALICNY will send on behalf of ALFS confirmations of transactions in
connection with the marketing of the Contracts to contract owners in
accordance with the provision of Rule 10b-10 under the Securities
Exchange Act of 1934 (the "Exchange Act"), and such confirmations will
indicate that they were sent on behalf of ALFS.
C. RECORDKEEPING
ALICNY will maintain and preserve books and records on behalf of and
as agent for ALFS that ALFS is required to maintain in connection with
the OFFER and the Contracts, and all books and records relating to
confirmation of transactions in compliance with Rules 17a-3 and 17a-4
under the Exchange Act. ALICNY agrees that all such books and records
will remain the property of ALFS and will be subject to inspection by
the Securities Exchange Commission and the National Association of
Securities Dealers, Inc. ("NASD") in accordance with Sections 17 and
15A of the Exchange Act.
D. MARKETING
All expenses in connection with the marketing and advertising of the
Contracts shall be the responsibility of ALICNY and not ALFS. ALICNY
shall furnish ALFS with currently effective prospectuses with respect
to the Contracts in such quantities as ALFS shall reasonably require
for distribution to broker-dealers. ALFS will not directly market the
Contracts to the general public.
3. EXPENSES AND COSTS
A. ALICNY agrees, as the sole compensation payable by it with respect to
services performed by ALFS pursuant to Section 2, to assume on behalf
of ALFS responsibility for the costs described above and any other
overhead and operating expense that may be directly incurred by ALFS
in connection with the marketing and distribution of the Contracts.
ALICNY further agrees to assume on behalf of ALFS responsibility for
costs incurred by ALPS in connection with state and regulatory
licensing fees and certain audit, legal and professional fees, which
services may change FROM time to time. Any costs and expenses incurred
directly by ALFS shall be billed to ALICNY. A statement, together with
supporting information, shall be furnished to ALICNY within 30 days
following the end of each calendar quarter, and ALICNY shall pay any
undisputed amount within 15 days of receipt of such statement. Any
allocation of costs and expenses shall be made consistent with New
York Insurance Department Regulation No. 33
B. Cost(s) shall mean ALFS' actual costs and expenses reasonably
attributable to all services covered by this Agreement.
4. BOOKS AND RECORDS
A. Records supporting inter-company costs and expense charges paid by
ALICNY pursuant to Section 3 shall be maintained by ALICNY and shall
be available to ALFS upon request. All original documents and records
relating to the operations of ALFS shall be the property of ALFS.
B. Each party shall own, have custody of and keep its own general
corporate records. Upon request, each party shall receive from the
other party any of its records that are currently in the other party's
possession.
C. The parties agree to keep all records required by federal and state
securities laws and state insurance laws, to maintain the books,
accounts and records so as to clearly and accurately disclose the
precise nature and details of the transactions and to assist one
another in the timely preparation of records. ALICNY shall furnish to
ALFS any reports and information which ALFS may request for the
purpose of satisfying its reporting and recordkeeping requirements
under the federal and state securities laws or under the applicable
rules of the NASD.
D. The parties further agree that all records shall be subject to
production and inspection at the request of any governmental or
regulatory agency with jurisdiction over ALFS or ALICNY. Any records
maintained by ALFS on behalf of ALICNY hereunder shall be maintained
in accordance with New York Insurance Department Regulation No. 152.
5. GENERAL PROVISIONS
A. Either party may terminate this Agreement by giving the other party
written notice of the date upon which termination shall take place.
B. Each party shall be deemed an independent contractor and its personnel
shall not be deemed to be the employees of any of the other parties
solely by reason of this Agreement. ALICNY employees performing duties
hereunder at all times during the term of this Agreement shall be in
the employment, under the respective supervision and responsibility of
ALICNY.
C. This agreement shall no be assignable by either party except with the
written consent of the other. Any assignment of this agreement shall
be subject to non-disapproval by the New York Insurance Department
pursuant to Section 1505 of the New York Insurance Law.
D. Any dispute by the parties with respect to this Agreement shall be
subject to arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. Unless otherwise agreed
by the parties, the arbitration shall take place in the state of New
York.
E. This agreement replaces all prior agreements among the parties
relating to the services and expenses covered herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and ratified by their duly authorized officers as of the day and year above
written.
ALLSTATE LIFE INSURANCE COMPANY ALFS, INC.
OF NEW YORK
BY: /s/ Xxxx Xxxxx Xxxxxx BY: /s/ Xxxx X. Xxxxxxx
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TITLE: V.P. TITLE: AVP & Compliance Officer
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