Exhibit 3(b)
SELLING AGREEMENT
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
Agreement, made this __ day of ________, ____, by and among Allstate Life
Insurance Company of New York ("Allstate Life of New York"), a New York life
insurance company; Allstate Distributors, L.L.C., ("ADLLC"), a Delaware limited
liability company, __________ ("Broker-Dealer" or "BD"), a ________
corporation; and __________ ("Associated Insurance Agency"), a ________
corporation.
ALLSTATE LIFE INSURANCE COMPANY ALLSTATE DISTRIBUTORS, L.L.C.
OF NEW YORK
By: By:
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Title: Title:
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BROKER DEALER ASSOCIATED INSURANCE AGENCY
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(Name) (Name)
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(Tax ID Number) (Tax ID Number)
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(Street Address) (Street Address)
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(City, State, Zip) (City, State, Zip)
By: By:
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Print Name: Print Name:
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Title: Title:
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For States:
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WHEREAS, Allstate Life of New York issues certain insurance products and group
and individual insurance contracts/policies and certificates participating
therein (collectively, "Contracts") described further in this Agreement and
attached Schedules, some of which may be deemed securities ("Registered
Contracts") under the Securities Act of 1933 ("1933 Act"); and
WHEREAS, Allstate Life of New York has appointed ADLLC, a broker/dealer, as the
Underwriter of the Registered Contracts; and
WHEREAS, BD is a broker/dealer engaged in the sale of securities and other
investment products; and
WHEREAS, each Associated Insurance Agency is an insurance agent in the states
noted above; and
WHEREAS, in the event that Associated Insurance Agency and BD are the same
person, the duties, responsibilities and privileges of Associated Insurance
Agency under this Agreement shall be undertaken by BD; and
WHEREAS, Allstate Life of New York and ADLLC propose to authorize BD and
Associated Insurance Agency to solicit sales of the Contracts;
NOW THEREFORE, in consideration of the premises and mutual promises contained
herein including the attached Schedule(s) and Exhibits, the parties hereto
agree as follows:
ASSOCIATED INSURANCE AGENCY ASSOCIATED INSURANCE AGENCY
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(Name) (Name)
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(Tax ID Number) (Tax ID Number)
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(Street Address) (Street Address)
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(City, State, Zip) (City, State, Zip)
By: By:
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Print Name: Print Name:
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Title: Title:
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For States: For States:
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ASSOCIATED INSURANCE AGENCY ASSOCIATED INSURANCE AGENCY
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(Name) (Name)
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(Tax ID Number) (Tax ID Number)
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(Street Address) (Street Address)
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(City, State, Zip) (City, State, Zip)
By: By:
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Print Name: Print Name:
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Title: Title:
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For States: For States:
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ASSOCIATED INSURANCE AGENCY ASSOCIATED INSURANCE AGENCY
--------------------------------------- ---------------------------------------
(Name) (Name)
--------------------------------------- ---------------------------------------
(Tax ID Number) (Tax ID Number)
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(Street Address) (Street Address)
--------------------------------------- ---------------------------------------
(City, State, Zip) (City, State, Zip)
By: By:
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Print Name: Print Name:
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Title: Title:
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For States: For States:
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1. SUCCESSOR ORGANIZATIONS
a. Allstate Life of New York shall, in its sole discretion, have the right
to appoint a successor broker/dealer ("successor broker/dealer") to
replace ADLLC as Underwriter of the Registered Contracts. Upon
appointment, successor broker/dealer shall assume all duties,
responsibilities and privileges undertaken by ADLLC under this
Agreement. Allstate Life of New York shall provide written notice of
such change in appointment to BD and Associated Insurance Agency.
b. Upon written notice to ADLLC, BD shall have the right to appoint a
successor BD to assume its duties, responsibilities and privileges under
this Agreement. ADLLC reserves the right to reject the appointment of
any successor BD and shall provide written notice of such rejection to
BD.
c. Upon written notice to Allstate Life of New York, Associated Insurance
Agency shall have the right to appoint a successor Associated Insurance
Agency or additional Associated Insurance Agencies to assume its duties,
responsibilities and privileges under this Agreement. Allstate Life of
New York reserves the right to reject the appointment of any successor
Associated Insurance Agency or additional Associated Insurance Agencies
and shall provide written notice of such rejection to Associated
Insurance Agency
2. APPOINTMENT AND AUTHORIZATION
ADLLC hereby authorizes BD to solicit sales of the Contracts that are
described more specifically in the Commission Schedule(s) attached hereto.
Allstate Life of New York hereby appoints Associated Insurance Agency to
solicit sales of the Contracts. BD and Associated Insurance Agency accept
such appointment and authorization, and each agrees to use its best efforts
to find purchasers of the Contracts acceptable to Allstate Life of New York.
3. REPRESENTATIONS
a. Allstate Life of New York, ADLLC, BD and Associated Insurance Agency
each represents to one another that it and the officers signing above
have full power and authority to enter into this Agreement, and that
this Agreement has been duly and validly executed by it and constitutes
a legal, valid and binding agreement on all parties including any
successor organizations.
b. ADLLC represents to BD that ADLLC (and any successor broker/dealer) is
registered as a broker/dealer with the Securities and Exchange
Commission (the "SEC") under the Securities Exchange Act of 1934 ("1934
Act") and under the state securities laws of each jurisdiction in which
such registration is required for underwriting the Contracts, and that
it is a member of the National Association of Securities Dealers, Inc.
(the "NASD").
c. BD represents to ADLLC that BD is, and at all times when performing its
functions and fulfilling its obligations under this Agreement, will be,
registered with the SEC as a broker/ dealer under the 1934 Act and under
the state securities laws of each jurisdiction in which such
registration is required for the sale of the Contracts, and a member of
the NASD. BD will notify ADLLC in writing if such registration is
terminated or suspended, and shall take all reasonable actions to
reinstate such registrations.
d. BD represents to ADLLC that BD has adopted supervisory procedures, and
its compliance manual addresses: (i) maintenance of appropriate level of
net capital; (ii) suitability review; (iii) misrepresentations; and
(iv) churning/replacements.
e. Associated Insurance Agency represents to ADLLC and Allstate Life of New
York that Associated Insurance Agency is, and at all times when
performing its functions and fulfilling its obligations under this
Agreement, will be, a properly licensed insurance agency in each
jurisdiction in which such licensing is required for the sale of the
Contracts.
f. Allstate Life of New York represents to BD that the Registered
Contracts, including any variable separate account(s) supporting such
Registered Contracts, shall comply in all material respects with the
registration and other applicable requirements of the 1933 Act and the
Investment Company Act of 1940, and the rules and regulations
thereunder, including the terms of any order of the SEC with respect
thereto.
g. Allstate Life of New York represents to BD and Associated Insurance
Agency that the Contracts it issues have been filed and approved by the
state insurance departments in such jurisdictions where it is authorized
to transact business and such filing and approval are required prior to
the issuance of Contracts therein.
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h. Allstate Life of New York represents to BD that the prospectuses
included in Allstate Life of New York's Registration Statement for the
Registered Contracts, and in post-effective amendments thereto, and any
supplements thereto, as filed or to be filed with the SEC, as of their
respective effective dates, contain or will contain in all material
respects all statements and information which are required to be
contained therein by the 1933 Act and conform or will conform in all
material respects to the requirements thereof.
4. COMPLIANCE WITH REGULATORY REQUIREMENTS
BD shall abide by all rules and regulations of the NASD governing the sale
of the Variable Contracts, including, but not limited to, requirements
regarding (i) net capital; (ii) suitability review;
(iii) misrepresentations; and (iv) churning/replacements. BD and Associated
Insurance Agency shall comply with all applicable state and federal laws and
the rules and regulations of governmental or regulatory agencies affecting
or governing the sale of the Contracts. BD and Associated Insurance Agency
shall comply with all applicable administrative procedures of Allstate Life
of New York and ADLLC.
5. LICENSING AND/OR APPOINTMENT OF REPRESENTATIVES
a. BD and Associated Insurance Agency are hereby specifically authorized to
designate those registered representatives of BD, or individuals
associated with the Associated Insurance Agency ("Agents"), proposed to
be engaged in solicitation of sales of the Contracts for appointment by
Allstate Life of New York as individual insurance agents. BD and
Associated Insurance Agency shall not propose a registered
representative, or Agent, for appointment unless such representative, or
Agent, is duly licensed as an insurance agent in the state(s) in which
it is proposed that such representative, or Agent, engage in
solicitations of sales of the Contracts. BD and Associated Insurance
Agency together shall be responsible for registered representatives',
and Agents', compliance with applicable state insurance agent licensing
laws.
b. BD and Associated Insurance Agency shall assist Allstate Life of New
York and ADLLC in the appointment of BD's registered representatives,
and Agents, under applicable insurance laws, to sell the Contracts. BD
and Associated Insurance Agency shall comply with Allstate Life of New
York requirements for, including the General Letter of Recommendation
(attached as Exhibit A), in submitting licensing or appointment
documentation for proposed registered representatives and Agents. All
such documentation shall be submitted by BD or Associated Insurance
Agency to Allstate Life of New York or its designated agent licensing
administrator.
c. BD and Associated Insurance Agency agree to allow Allstate Life of New
York to use any agent appointment information in the possession of any
of Allstate Life of New York's affiliates or subsidiaries to assist in
appointing BD's registered representatives and Associated Insurance
Agency's Agents to sell the Contracts under applicable insurance laws.
d. Allstate Life of New York reserves the right to refuse to appoint any
such designated individual or, once appointed, to terminate or refuse to
renew the appointment of any such designated individual. Only those
registered representatives who are duly licensed as insurance agents and
appointed by Allstate Life of New York (herein, "Representatives") shall
have authority to solicit sales of the Contracts. Only those Agents who
are registered representatives of BD shall have authority to solicit
sales of the Registered Contracts. Agents who are not registered
representatives of BD shall be limited to selling those Contracts which
are not Registered Contracts ("Fixed Contracts"). BD and Associated
Insurance Agency shall notify ADLLC immediately in writing if any
Representative appointed by Allstate Life of New York ceases to be a
registered representative of BD or if any Representative or Agent ceases
to be properly licensed in any state.
6. SUPERVISION OF REPRESENTATIVES AND AGENTS
a. BD shall have full responsibility for training and supervision of all
Representatives and all other persons associated with BD who are
involved directly or indirectly in the offer or sale of the Registered
Contracts, and all such persons shall be subject to the control of BD
with respect to such persons' activities in connection with the sale of
the Registered Contracts. Associated Insurance Agency shall have full
responsibility for training and supervision of all Agents who are
involved directly or indirectly in the offer or sale of the Contracts
and for Agent's compliance with applicable state insurance laws.
b. Allstate Life of New York and ADLLC shall not have responsibility for
the training and supervision of any Representative or Agency. BD and
Associated Insurance Agency each agree to comply with Allstate Life of
New York's statement in support of the concepts in the Principles and
Code of Ethical Market Conduct of the Insurance Marketplace Standards
Association (the "IMSA Principles and Code"), as such statement may be
amended from time to time, and to engage in active and fair competition
as contemplated by the IMSA Principles and Code. A copy of Allstate Life
of New York's current statement in support of the IMSA Principles and
Code is attached as Exhibit B.
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c. Before Representatives engage in the solicitation of applications for
the Registered Contracts, BD and Associated Insurance Agency will cause
the Representatives (1) to be registered representatives of BD; (2) to
be licensed, registered or otherwise qualified under applicable federal
and state laws to engage in the sale of the Contracts; (3) to be trained
in the sale of the Contracts; and (4) to limit solicitation of
applications for the Contracts to jurisdictions where Allstate Life of
New York has authorized such solicitations.
d. Before Representatives or Agents engage in the solicitation of
applications for the Fixed Contracts, Associated Insurance Agency will
cause such individuals (1) to be licensed or otherwise qualified under
applicable laws to engage in the sale of the Fixed Contracts; (2) to be
trained in the sale of the Fixed Contracts; and (3) to limit
solicitation of applications for the Fixed Contracts to jurisdictions
where Allstate Life of New York has authorized such solicitations.
e. BD is specifically charged with the responsibility of supervising and
reviewing its Representatives' use of sales literature and advertising
and all other communications with the public in connection with the
Contracts. With regard to Registered Contracts, no sales solicitation,
including the delivery of supplemental sales literature or other such
materials, shall occur, be delivered to, or used with a prospective
purchaser unless accompanied or preceded by the appropriate then current
prospectus(es), the then current prospectus(es) for the underlying funds
funding any variable contracts (the "Funds") and, where required by
state insurance law, the then current statement of additional
information for any variable contracts.
f. BD shall execute any electronic or telephone orders only in accordance
with the current prospectus applicable to the Contracts and agrees, that
in consideration for the telephone transfer privileges, Allstate Life of
New York will not be liable for any loss incurred as a result of acting
upon electronic or telephone instructions containing unauthorized,
incorrect or incomplete information received from BD or its
representatives.
g. Upon request by Allstate Life of New York, BD and Associated Insurance
Agency shall furnish appropriate records or other documentation to
evidence BD's and Associated Insurance Agency's diligent supervision.
h. In the event a Representative or Agent performs any unauthorized
transaction(s) with respect to a Contract(s), BD shall bear sole
responsibility, shall notify Allstate Life of New York and shall act to
terminate the sales activities of such Representative or Agent relating
to the Contract(s).
i. In the event a Representative or Agent fails to meet the BD's or
Associated Insurance Agency's rules and standards, BD or Associated
Insurance Agency, as the case may be, shall notify Allstate Life of New
York and shall act to terminate the sales activities of such
Representative or Agent relating to the Contracts.
7. SALES PROMOTION MATERIAL AND ADVERTISING
a. BD, Associated Insurance Agency, Agents and Representatives, in
connection with the offer or sale of the Contracts or solicitation of a
payment or other transaction under a Contract, shall not give any
information or make any representations or statements, written or oral,
concerning the Contracts or a Fund, inconsistent with information or
representations contained, in the case of a Registered Contract, in the
prospectus, statement of additional information and registration
statement for the Contracts or such Fund, or in reports or proxy
statements thereof, or in promotional, sales or advertising material or
other information supplied and approved in writing by ADLLC for such
use, or in the case of Fixed Contracts, in the contracts or materials
furnished by Allstate Life of New York. BD, Associated Insurance Agency,
Agents and Representatives may not modify or represent that they may
modify any such prospectus, statement of additional information,
registration statement, promotional, sales or advertising materials.
b. No item of sales promotion materials or advertising relating to the
Contracts, including any illustrations or software programs therefor,
shall be used by BD, Associated Insurance Agency, Agents or
Representatives unless the specific item has been provided by Allstate
Life of New York and ADLLC or has first been approved in writing by
Allstate Life of New York and ADLLC for use. Allstate Life of New York
and ADLLC reserve the right to recall any material provided by them at
any time for any reason, and BD and Associated Insurance Agency shall
promptly comply with any such request for the return of material and
shall not use such material thereafter.
8. SOLICITING APPLICATIONS AND PAYMENTS
a. All applications for Contracts shall be made on application forms
supplied by Allstate Life of New York. BD, Associated Insurance Agency,
Agents and the Representatives shall not recommend the purchase of a
Contract to a prospective purchaser unless it has reasonable grounds to
believe that such purchase is suitable for the prospective purchaser and
is in accordance with applicable regulations of any state
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insurance commission, and with respect to Registered Contracts, the SEC
and the NASD. While not limited to the following, a determination of
suitability shall be based on information concerning the prospective
purchaser's insurance and investment objectives and financial situation
and needs. All such determinations of suitability shall be approved by a
Principal of BD before forwarding such application to Allstate Life of
New York and ADLLC.
b. BD and Associated Insurance Agency shall review applications for
completeness and correctness, as well as compliance with the suitability
standards specified above. BD will promptly, but in no case later than
the end of the next business day following receipt by BD or a
Representative, forward to Allstate Life of New York according to
administrative procedures all complete and correct applications for
suitable transactions, together with any payments received with the
applications, without deduction for compensation unless there has been a
mutual arrangement for net wire transmissions between ADLLC, Allstate
Life of New York and BD. Allstate Life of New York reserves the right to
reject any Contract application and return any payment made in
connection with an application that is rejected.
c. Contracts issued on accepted applications will be forwarded to BD for
delivery to the Contract Owner according to procedures established by
Allstate Life of New York, unless Allstate Life of New York has provided
otherwise. BD shall cause each such Contract to be delivered to the
respective Contract Owner within five days after BD's receipt. BD shall
be liable to Allstate Life of New York for any loss incurred by Allstate
Life of New York (including consequential damages and regulatory
penalties) as a result of any delay by BD or a Representative in
delivering such Contract.
d. BD, Associated Insurance Agency, Agents and Representatives shall not
encourage a prospective purchaser to surrender or exchange a Contract in
order to purchase another insurance policy or contract except when a
change in circumstances makes the Contract an unsuitable investment for
the Contract owner.
9. PAYMENTS RECEIVED BY BD
All premium payments (hereinafter collectively referred to as "Payments")
are the property of Allstate Life of New York and shall be transmitted to
Allstate Life of New York by BD immediately upon receipt by BD or
Associated Insurance Agency or any Agent or Representative in accordance
with the administrative procedures of Allstate Life of New York, without
any deduction or offset for any reason, including by example but not
limitation any deduction or offset for compensation claimed by BD. CUSTOMER
CHECKS SHALL BE MADE PAYABLE TO THE ORDER OF "ALLSTATE LIFE INSURANCE
COMPANY OF NEW YORK." Allstate Life of New York reserves the right to
reject any Payment for any reason.
10. COMMISSIONS PAYABLE
a. Commissions payable in connection with the Contracts shall be paid to
Associated Insurance Agency according to the Commission Schedule(s)
relating to this Agreement in effect at the time of receipt by
Allstate Life of New York of the payment or transaction request on
which such commissions are based. If available, a Commission Option(s)
may: (1) be elected by BD and Associated Insurance Agency on behalf of
all of its Representatives or Agents or (2) may be elected by each
Representative or Agent at the time of Application. Any election made
and applied to a Contract may not be changed and will be in effect for
the life of the Contract. Allstate Life of New York and ADLLC reserve
the right to revise the Commission Schedule(s) for new business at any
time upon at least thirty (30) days prior written notice to BD and
Associated Insurance Agency.
b. Compensation to the Representatives or Agents for Contracts solicited
by the Representatives or Agents and issued by Allstate Life of New
York will be governed by agreements between BD or the Associated
Insurance Agency and their respective Representatives or Agents and
payment thereof will be the BD's or Associated Insurance Agency's sole
responsibility.
11. REFUND OF COMMISSIONS
If Allstate Life of New York is required to refund premiums or return
contract values and waive surrender charges on any Contract for any reason,
then commission will be adjusted with respect to said premiums or Contract
as set forth in the Commission Schedule, and any commission previously paid
for said premiums must be refunded to Allstate Life of New York or ADLLC.
ADLLC shall have the right to offset any such refundable commission against
amounts otherwise payable by ADLLC. ADLLC agrees to notify BD and
Associated Insurance Agency within thirty (30) days after it receives
notice from Allstate Life of New York of any premium refund or a commission
charge back.
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12. ASSOCIATED INSURANCE AGENCY
BD and the Associated Insurance Agency represent that they are in
compliance with the terms and conditions of no-action letters issued by the
staff of the SEC with respect to non-registration as a broker/ dealer of an
insurance agency associated with a registered broker/dealer. BD and
Associated Insurance Agency shall notify ADLLC immediately in writing if BD
and/or such agency fail to comply with any such terms and conditions and
shall take such measures as may be necessary to comply with any such terms
and conditions. If Associated Insurance Agency is the same person as BD,
this Paragraph 12 does not apply, and BD shall undertake all the duties,
responsibilities and privileges under this Agreement.
13. HOLD HARMLESS AND INDEMNIFICATION PROVISIONS
a. No party to this Agreement will be liable for any obligation, act or
omission of any other party. BD and Associated Insurance Agency will
hold harmless and indemnify Allstate Life of New York and ADLLC, and
conversely, Allstate Life of New York and ADLLC will hold harmless and
indemnify BD and Associated Insurance Agency for any loss or expense
suffered as a result of the violation or noncompliance by the
indemnifying party of or with any applicable law or regulation or any
provision of this Agreement. Further, any BD violation or
noncompliance by an associated person, as defined in Article 1 of the
NASD By-Laws, would be covered under this provision.
b. Without limiting the above paragraph, in situations when "as of"
pricing is necessary in connection with the Contracts (and a loss is
incurred to compensate the Contract owner for reduced Contract values)
the party whose actions resulted in the loss will bear the costs
according to pricing procedures established by Allstate Life of New
York.
14. NON-ASSIGNABILITY PROVISION
This Agreement may not be assigned by any party except by mutual consent of
all other parties.
15. NON-WAIVER PROVISION
Failure of any party to terminate the Agreement for any of the causes set
forth in this Agreement will not constitute a waiver of that party's right
to terminate this Agreement at a later time for any of these causes.
16. AMENDMENTS
Except as stated in Paragraph 10, no amendment to this Agreement will be
effective unless it is in writing and signed by all the parties hereto.
17. RECERTIFICATION
BD and Associated Insurance Agency shall, on a periodic basis determined by
Allstate Life of New York and ADLLC, certify that they are in compliance
with all terms and provisions of this Agreement.
18. INDEPENDENT CONTRACTORS
BD and its Representatives, and Associated Insurance Agency and its Agents,
are independent contractors with respect to Allstate Life of New York and
ADLLC.
19. NOTIFICATION OF CUSTOMER COMPLAINTS OR DISCIPLINARY PROCEEDINGS
a. BD and Associated Insurance Agency agree to notify ADLLC promptly of
any verbal or written customer complaints or disciplinary proceedings
against BD, Associated Insurance Agency or any Representatives or
Agents relating to the Contracts or any threatened or filed
arbitration action or civil litigation arising out of solicitation of
the Contracts.
b. BD and Associated Insurance Agency shall cooperate with Allstate Life
of New York in investigating and responding to any customer complaint,
attorney demand, or inquiry received from state insurance departments
or other regulatory agencies or legislative bodies, and in any
settlement or trial of any actions arising out of the conduct of
business under this Agreement.
c. Any response by BD or Associated Insurance Agency to an individual
customer complaint will be sent to Allstate Life of New York and ADLLC
for approval not less than five (5) business days prior to it being
sent to the customer, except that if a more prompt response is
required, the proposed response may be
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communicated by telephone, facsimile or in person.
20. BOOKS, ACCOUNTS AND RECORDS
a. BD and Associated Insurance Agency agree to maintain books, accounts
and records so as to clearly and accurately disclose the nature and
details of transactions relating to the Contracts and to assist
Allstate Life of New York and ADLLC in the timely preparation of their
respective books, accounts and records. BD and Associated Insurance
Agency shall upon request submit such books, accounts and records to
the regulatory and administrative bodies which have jurisdiction over
Allstate Life of New York or the Funds.
b. Each party to this Agreement shall promptly furnish to the other
parties any reports and information which another party may request
for the purpose of meeting its reporting and record keeping
obligations under the insurance laws of any state, and under the
federal and state securities laws or the rules of the NASD.
21. PARTICIPATION IN GROUP INSURANCE TRUSTS
BD agrees to be a participant, by its signature on this Selling Agreement in
the Group Trust(s) as indicated in the Participation Agreement(s) attached
hereto as Exhibit C et. Seq. and agrees to be bound by the terms of the
Participation Agreement(s).
22. LIMITATIONS
No party other than Allstate Life of New York shall have authority on
behalf of Allstate Life of New York to make, alter, or discharge any
Contract issued by Allstate Life of New York, to waive any forfeiture
provision or to grant, permit, or extend the time of making any Payments,
or to alter the forms which Allstate Life of New York may prescribe or
substitute other forms in place of those prescribed by Allstate Life of New
York or to enter into any proceeding in a court of law or before a
regulatory agency in the name of or on behalf of Allstate Life of New York.
23. CONFIDENTIALITY AND CONSUMER PRIVACY OBLIGATIONS
Each party to this Agreement shall maintain the confidentiality of any
material designated as proprietary by another party, and shall not use or
disclose such information without the prior written consent of the party
designating such material as proprietary.
Each party to this Agreement agrees and warrants to each other:
a. That BD, Associated Insurance Agency, Allstate Life of New York and
ADLLC (all parties of the Selling Agreement) have complied with the
privacy notice requirement as contained in Regulation S-P (17 CFR Part
248), promulgated under section 504 of the Xxxxx-Xxxxx-Xxxxxx Act.
b. That BD and Associated Insurance Agency are providing Allstate Life of
New York and ADLLC with certain Non-Public Personal Information about
BD's consumers solely for the purpose of allowing Allstate Life of New
York and ADLLC to perform their obligations under the Agreement.
c. That all parties of the Selling Agreement shall use the Non-Public
Personal Information solely to fulfill its contractual obligations
under the Agreement; and shall not use the Non-Public Personal
Information for their own benefit or the benefit of its affiliate(s)
or any other party.
d. That all parties of the Selling Agreement shall not disclose the
Non-Public Personal Information to any party, except as is necessary
to fulfill its contractual obligations under the Agreement, or when
such disclosure is made pursuant to a valid exception under Regulation
S-P, sections 248.14-15 (i.e. ordinary course of business and
requirement of law).
e. That "Non-Public Personal Information" shall have the meaning as is
used in Regulation S-P.
24. TERMINATION
a. This Agreement may be terminated at the option of any party upon ten
(10) days written notice to the other
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parties, or at the option of any party hereto upon the breach by any
party of the covenants and terms of this Agreement. Paragraph 13 shall
survive any such termination.
b. This Agreement may be terminated immediately for cause upon an event
of default. Such termination shall be deemed to occur as of the date
immediately preceding the event of default. An "event of default"
shall occur when the first of the (i) BD or Associated Insurance
Agency files for bankruptcy, or financial or corporate reorganization
under federal or state insolvency law; (ii) applicable laws or
regulations prohibit BD or Associated Insurance Agency from continued
marketing of the Contracts.
25. NOTICE
a. In the event of sale, transfer or assignment of a controlling interest
in BD or Agency, notice shall be provided in writing to Allstate Life
of New York no less than thirty (30) days prior to the closing date.
b. All notices to Allstate Life of New York and ADLLC relating to this
Agreement will be duly provided by certified or express mail to:
General Counsel
Allstate Life Insurance Company of New York
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
c. All notices to BD and Associated Insurance Agency will be duly
provided if mailed to their respective address shown on the Agency
Specification/Signature Page(s).
26. SEVERABILITY
Should any provision of this Agreement be held unenforceable, those
provisions not affected by the determination of unenforceability shall
remain in full force and effect.
27. GOVERNING LAW
This Agreement will be construed in accordance with the laws of the State
of New York.
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EXHIBIT A
General Letter of Recommendation
BD hereby certifies to Allstate Life Insurance Company of New York ("Allstate
Life of New York") that all the following requirements will be fulfilled in
conjunction with the submission of appointment papers for all applicants as
agents of Allstate Life of New York submitted by BD. BD will, upon request,
forward proof of compliance with same to Allstate Life of New York in a timely
manner.
1. We have made a thorough and diligent inquiry and investigation relative
to each applicant's identity, residence, business reputation, and
experience and declare that each applicant is personally known to us,
has been examined by us, is known to be of good moral character, has a
good business reputation, is reliable, is financially responsible and is
worthy of appointment as a variable contract agent of Allstate Life of
New York. This inquiry and background investigation has included a
credit and criminal check on each applicant. Based upon our
investigation, we vouch for each applicant and certify that each
individual is trustworthy, competent and qualified to act as an agent
for Allstate Life of New York to hold himself out in good faith to the
general public.
2. We have on file the appropriate state insurance department licensing
forms or U-4 form which was completed by each applicant. We have
fulfilled all the necessary investigative requirements for the
registration of each applicant as a registered representative through
our NASD member firm, and each applicant is presently registered as a
NASD registered representative.
The above information in our files indicates no fact or condition which
would disqualify the applicant from receiving a license or appointment
and all the findings of all investigative information is favorable.
3. We certify that all educational requirements have been met for the
specific state each applicant is licensed in, and that, all such persons
have fulfilled the appropriate examination, education and training
requirements.
4. We certify that each applicant will receive close and adequate
supervision, and that we will make inspection when needed of any or all
risks written by these applicants, to the end that the insurance
interest of the public will be properly protected.
5. We will not permit any applicant to transact insurance as an agent until
duly licensed and appointed by Allstate Life of New York. No applicants
have been given a contract or furnished supplies, nor have any
applicants been permitted to write, solicit business, or act as an agent
in any capacity on behalf of Allstate Life of New York, and they will
not be so permitted until the certificate of authority applied for is
received.
10
EXHIBIT B
Ethical Market Conduct Compliance
BD and Associated Insurance Agency (also referred to as ""you" or "your") are
required to comply with Allstate Life of New York's policies and procedures
concerning the replacement of life insurance policies and annuity policies. A
replacement occurs whenever an existing life insurance policy or annuity is
terminated, converted or otherwise changed in value. For any transaction
involving a replacement, Allstate Life of New York requires you to:
1. recommend the replacement of an existing policy only when replacement is
in the best interest of the customer;
2. fully disclose all relevant information to the customer, which
information includes: a) comparison of old and new premiums, expenses
and surrender charges, cash values, and death benefits; b) any loss of
cash value or policy value by surrendering the existing policy; c all
guaranteed and maximum value of both policies; d) the fact that whether
a new contestability and suicide period starts under the new policy; and
e) the requirement that the customer must be re-underwritten for the new
policy;
3. provide state-required replacement notices to customers on the same day
the application is taken and indicate on the application that the
transaction involves the full or partial replacement of an existing
policy;
4. proceed with replacement of policies only after providing the customer
with proper information and ensuring that the replacement is in the
customer's best interest and that their needs are met.
BD and Associated Insurance Agency are required to adhere to Allstate Life of
New York's rules and requirements concerning ethical market conduct, which
require that you:
1. carefully evaluate the insurance needs and financial objectives of your
clients, and use sales tools (e.g. policy illustrations and sales
brochures) to determine that the insurance or annuity you are proposing
meets these needs;
2. maintain a current license and valid appointment in all states in which
you promote the sale of Allstate Life of New York products to customers
and keep current of changes in insurance laws and regulations by
reviewing the bulletins and newsletters that Allstate Life of New York
publishes;
3. comply with Allstate Life of New York policies concerning replacements,
and refrain from providing false or misleading information about a
competitor or competing product or otherwise making disparaging remarks
about a competitor;
4. submit all advertising materials intended to promote the sale of any
Allstate Life of New York product to the home office for approval prior
to use;
5. immediately report to Allstate Life of New York any customer complaints,
whether written or oral, and assist Allstate Life of New York in
resolving the complaint to the satisfaction of all parties;
6. communicate these standards to any producers or office personnel that
you directly supervise and request their agreement to be bound by these
conditions as well.
Allstate Life of New York and ADLLC may terminate this Agreement without notice
if you fail to comply with Allstate Life of New York's rules and requirements
concerning the replacement of life insurance and annuities and Allstate Life of
New York's rules and requirements concerning ethical market conduct.
Your right to any commissions, or any other thing of value shall cease if you
violate laws and regulations governing unfair trade practices, life insurance
and annuity advertising, replacement of life insurance and annuities, sales
illustrations and agent licensing.
By promoting the sale of an Allstate Life of New York product to a customer,
you agree to be bound by the terms and conditions of this Addendum without
modification.
11
SCHEDULE A
SCHEDULE OF COMMISSIONS
AllstateRetirementAccess
Subject to terms and conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):
B Series
---------------------------------------------------------------------
Contract Level, Point of Sale Commission Options
Owner's Age Premium Payments $0-$9,999.99
----------- -------------------------------------------------------
A B C D
------------ ------------ ------------ ------------
0-80
81-85
B Series
---------------------------------------------------------------------
Contract Level, Point of Sale Commission Options
Owner's Age Premium Payments $10.000+
----------- -------------------------------------------------------
A B C D
------------ ------------ ------------ ------------
0-80
81-85
1 = Commission rates are based on the age of the oldest Owner (if owned by a
natural person) or the Annuitant (if entity owned) on the effective date of
a premium payment. The compensation options are available in relation to the
Contract as set forth in Tables above.
2 = The trail commission amounts in the tables above indicate the annual
percentage. The amount of the payment will be based on the average of each
daily account value during the quarter calculated as of the end of each
calendar quarter ("Calculation Date"). On the Calculation Date, trail
commission will be paid on the portion of the account value that represents
"aged" premium. We will determine, on the date premium is applied to a
Contract, what portion of the total account value that premium represents.
As each of those portions "age" 12 months from the premium effective date,
they will begin to receive trail commission. Trail commission is payable
only on the "aged" portion of the total account value and is not payable for
any partial quarterly period if a Contract is not in force on the
Calculation Date.
Commission Chargebacks
------------------------------------------------------------------------------
Transaction Period of Chargeback Chargeback
-------------------------- -------------------------- ------------------------
Fully Surrendered Contract Within 6 Months of Issue 100% of any Commission
Payable
Fully Surrendered Contract Within 12 Months of Issue 50% of any Commission
Payable
Freelook Freelook Period Compensation Charged
Back 100%
Death Within 30 Days of Contract Compensation Charged
Issuance Back 100%
Contract Declared Null N/A Compensation Charged
and Void Back 100%
12
SCHEDULE A
SCHEDULE OF COMMISSIONS
AllstateRetirementAccess
Subject to terms and conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):
L Series
-----------------------------------------------------------------------
Owner's Age Contract Level, Point of Sale Commission Options
----------- -----------------------------------------------------
A B C
---------------- ---------------- ----------------
0-80
81-85
1 = Commission rates are based on the age of the oldest Owner (if owned by a
natural person) or the Annuitant (if entity owned) on the effective date of
a premium payment. The compensation options are available in relation to the
Contract as set forth in Tables above.
2 = The trail commission amounts in the tables above indicate the annual
percentage. The amount of the payment will be based on the average of each
daily account value during the quarter calculated as of the end of each
calendar quarter ("Calculation Date"). On the Calculation Date, trail
commission will be paid on the portion of the account value that represents
"aged" premium. We will determine, on the date premium is applied to a
Contract, what portion of the total account value that premium represents.
As each of those portions "age" 12 months from the premium effective date,
they will begin to receive trail commission. Trail commission is payable
only on the "aged" portion of the total account value and is not payable for
any partial quarterly period if a Contract is not in force on the
Calculation Date.
Commission Chargebacks
-----------------------------------------------------------------------------
Transaction Period of Chargeback Chargeback
-------------------------- ------------------------- ------------------------
Fully Surrendered Contract Within 6 Months of Issue 100% of any Commission
Payable
Fully Surrendered Contract Within 12 Months of Issue 50% of any Commission
Payable
Freelook Freelook Period Compensation Charged
Back 100%
Death Within 30 Days of Compensation Charged
Contract Issuance Back 100%
Contract Declared Null N/A Compensation Charged
and Void Back 100%
13
SCHEDULE A
SCHEDULE OF COMMISSIONS
AllstateRetirementAccess
Subject to terms and conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):
X Series
-----------------------------------------------------------------------
Owner's Age Contract Level, Point of Sale Commission Options
----------- -----------------------------------------------------
A B C
---------------- ---------------- ----------------
0-80
81-85
1 = Commission rates are based on the age of the oldest Owner (if owned by a
natural person) or the Annuitant (if entity owned) on the effective date of
a premium payment. The compensation options are available in relation to the
Contract as set forth in Tables above.
2 = The trail commission amounts in the tables above indicate the annual
percentage. The amount of the payment will be based on the average of each
daily account value during the quarter calculated as of the end of each
calendar quarter ("Calculation Date"). On the Calculation Date, trail
commission will be paid on the portion of the account value that represents
"aged" premium. We will determine, on the date premium is applied to a
Contract, what portion of the total account value that premium represents.
As each of those portions "age" 12 months from the premium effective date,
they will begin to receive trail commission. Trail commission is payable
only on the "aged" portion of the total account value and is not payable for
any partial quarterly period if a Contract is not in force on the
Calculation Date.
Commission Chargebacks
-----------------------------------------------------------------------------
Transaction Period of Chargeback Chargeback
-------------------------- ------------------------- ------------------------
Fully Surrendered Contract Within 6 Months of Issue 100% of any Commission
Payable
Fully Surrendered Contract Within 12 Months of Issue 50% of any Commission
Payable
Freelook Freelook Period Compensation Charged
Back 100%
Death Within 30 Days of Compensation Charged
Contract Issuance Back 100%
Contract Declared Null N/A Compensation Charged
and Void Back 100%
14
