EXHIBIT 10.22
Administrative Services Agreement
between
ALLSTATE LIFE INSURANCE COMPANY AND CERTAIN OF ITS SUBSIDIARIES
and
ALFS, INC.
This Administrative Services Agreement ("Agreement") is made effective as of
JANUARY 1, 2000, between ALFS, INC. ("ALFS") and ALLSTATE LIFE INSURANCE COMPANY
("Allstate Life") and certain of Allstate Life's subsidiaries: GLENBROOK LIFE
AND ANNUITY COMPANY ("Glenbrook Life"), LINCOLN BENEFIT LIFE COMPANY ("LBL") and
CHARTER NATIONAL LIFE INSURANCE COMPANY("Charter")(Allstate Life, Glenbrook
Life, LBL and Charter will hereinafter collectively be referred to as "Allstate
Life and certain of its subsidiaries").
WITNESSETH:
WHEREAS, Allstate Life and certain of its subsidiaries issue to the public
certain variable insurance contracts;
WHEREAS, ALFS acts as principal underwriter on an agency (best efforts) basis in
the marketing and distribution of said variable insurance contracts;
WHEREAS, Allstate Life and certain of its subsidiaries desire to continue to
obtain the services of ALFS as an underwriter and distributor of said variable
insurance contracts issued by Allstate Life and certain of its subsidiaries;
WHEREAS, ALFS is a direct subsidiary of Allstate Life and shares with Allstate
Life certain services on an ongoing basis, including, but not limited to: rent
of premises, utilities, employee compensation (including taxes and benefits),
computer hardware/software, postage, printing, office supplies, telephone,
travel, financial, accounting, legal, regulatory, marketing and administrative
services in connection with the marketing and distribution of said variable
insurance contracts;
WHEREAS, Allstate Life and ALFS share personnel which may perform services on
behalf of ALFS;
WHEREAS, ALFS desires that Allstate Life and certain of its subsidiaries amend
and restate
the understanding whereby they assume financial and administrative
responsibility for these expenses and services.
NOW, THEREFORE, it is agreed as follows:
1. EXPENSES AND COSTS
A. Allstate Life assumes on behalf of ALFS responsibility for the costs
described above and any other overhead and operating expense that may
be incurred by ALFS in connection with the marketing and distribution
of variable insurance contracts.
B. Allstate Life further assumes on behalf of ALFS responsibility for
costs incurred by ALFS in connection with state and regulatory
licensing fees and certain audit, legal and professional fees, which
services may change from time to time.
C. Cost(s) shall mean ALFS' actual costs and expenses reasonably
attributable to all services covered by this Agreement.
2. ADMINISTRATIVE SERVICES
A. COMMISSIONS
Allstate Life and certain of its subsidiaries agree to assume on
behalf of ALFS responsibility for the processing and payment of sales
commissions in connection with the marketing of variable insurance
contracts. Such commissions will be processed and paid as directed by,
and on behalf of, ALFS. In this regard, neither Allstate Life nor
Glenbrook Life nor LBL nor Charter will exercise any discretion over
the amount of the commissions, and such commissions paid by Allstate
Life and certain of its subsidiaries will be a purely clerical and
ministerial function and will be properly reflected on the books and
records maintained by Allstate Life and certain of its subsidiaries on
behalf of ALFS.
B. CONFIRMATIONS
Allstate Life and certain of its subsidiaries will send on behalf of
ALFS confirmations of transactions in connection with the marketing of
variable insurance 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
Allstate Life and certain of its subsidiaries will maintain and
preserve books and
records on behalf of and as agent for ALFS in connection with the
offer and sale of variable insurance contracts, and all books and
records relating to confirmation of transactions in compliance with
Rules 17a-3 and 17a-4 under the Exchange Act. Allstate Life and
certain of its subsidiaries agree 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. CORPORATE BOOKS AND RECORDS
1. Records supporting inter-company costs and expense charges and
maintained by Allstate Life and certain of its subsidiaries on
behalf of ALFS shall be considered ALFS' records and shall be
available to ALFS upon request. All original documents and
records relating to the operations of ALFS are the property of
ALFS.
2. Each parry shall own, have custody of and keep its own general
corporate records. Upon request, each parry shall receive from
the other parry any of its records which are currently in the
other party's possession.
3. 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.
3. GENERAL PROVISIONS
A. Allstate Life and certain of its subsidiaries 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.
B. Any party may terminate this Agreement by giving the other parties
written notice of the date upon which termination shall take place.
C. 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. Allstate Life, Glenbrook Life, LBL
and Charter 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 Allstate Life, Glenbrook
Life, LBL and Charter.
D. 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.
BY: /s/ Xxxx Xxxxx Xxxxxx BY: /s/ Xxxx Xxxxx Xxxxxx
-------------------------- -----------------------------
TITLE: Vice President TITLE: President
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GLENBROOK LIFE AND ANNUITY COMPANY CHARTER NATIONAL LIFE
INSURANCE COMPANY
BY: /s/ Xxxx Xxxxx Xxxxxx BY: /s/ Xxxx Xxxxx Xxxxxx
-------------------------- -----------------------------
TITLE: Vice President TITLE: Vice President
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LINCOLN BENEFIT LIFE COMPANY
BY: /s/ Xxxxxxx X. Wraith
--------------------------
TITLE: President
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