Exhibit (3)(b)
SELLING AGREEMENT
ALLSTATE LIFE INSURANCE COMPANY
Agreement, made this ______ day of __________, ______,by and among Allstate
Life Insurance Company ("Allstate Life"), an Illinois 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.
By:
------------------------------- By: -------------------------------
Title:
------------------------------- Title: -------------------------------
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:
--------------------------
WHEREAS, Allstate Life 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 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 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:
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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
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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)
-------------------------------------- --------------------------------------
(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 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 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, 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
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 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.
3. REPRESENTATIONS
a. Allstate Life, 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 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 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 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.
h. Allstate Life represents to BD that the prospectuses included in
Allstate Life'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.
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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 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 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 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 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 or its
designated agent licensing administrator.
c. BD and Associated Insurance Agency agree to allow Allstate Life to use
any agent appointment information in the possession of any of Allstate
Life'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 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 (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 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 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'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's current
statement in support of the IMSA Principles and Code is attached as
Exhibit B.
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 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
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solicitation of applications for the Fixed Contracts to jurisdictions
where Allstate Life 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
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, 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 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 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. 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 and ADLLC or has first been approved in writing by Allstate Life
and ADLLC for use. Allstate Life 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. 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 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 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 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 and
BD. Allstate Life reserves the right to reject any Contract application
and return any payment made in connection with an application that is
rejected.
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c. Contracts issued on accepted applications will be forwarded to BD for
delivery to the Contract Owner according to procedures established by
Allstate Life, unless Allstate Life 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 for any loss incurred by Allstate Life (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 and shall be transmitted to Allstate Life
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, 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." Allstate Life 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 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 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 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 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 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 any
premium refund or a commission charge back.
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 and ADLLC, and conversely,
Allstate Life 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.
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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.
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 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 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 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 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 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
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 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 and agrees to be bound by the terms of the
Participation Agreement(s).
22. LIMITATIONS
No party other than Allstate Life shall have authority on behalf of
Allstate Life to make, alter, or discharge any Contract issued by Allstate
Life, to waive any forfeiture provision or to grant, permit, or extend the
time of making any
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Payments, or to alter the forms which Allstate Life may prescribe or
substitute other forms in place of those prescribed by Allstate Life 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.
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 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 and
ADLLC with certain Non-Public Personal Information about BD's consumers
solely for the purpose of allowing Allstate Life 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 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 no
less than thirty (30) days prior to the closing date.
b. All notices to Allstate Life and ADLLC relating to this Agreement will
be duly provided by certified or express mail to:
General Counsel
Allstate Life Insurance Company
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 Illinois.
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EXHIBIT A
General Letter of Recommendation
BD hereby certifies to Allstate Life Insurance Company ("Allstate Life") that
all the following requirements will be fulfilled in conjunction with the
submission of appointment papers for all applicants as agents of Allstate Life
submitted by BD. BD will, upon request, forward proof of compliance with same
to Allstate Life 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.
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 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. 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, and they will not be so permitted until the
certificate of authority applied for is received.
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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'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 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 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'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 products to customers and keep
current of changes in insurance laws and regulations by reviewing the
bulletins and newsletters that Allstate Life publishes;
3. comply with Allstate Life 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 product to the home office for approval prior to use;
5. immediately report to Allstate Life any customer complaints, whether
written or oral, and assist Allstate Life 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 and ADLLC may terminate this Agreement without notice if you fail
to comply with Allstate Life's rules and requirements concerning the
replacement of life insurance and annuities and Allstate Life'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 product to a customer, you agree to
be bound by the terms and conditions of this Addendum without modification.
10
Name: Marine Bank, Springfield/
Illinois Participation Agreement - XXXX Only
EXHIBIT C
PARTICIPATION AGREEMENT
This Participation Agreement is made between Allstate Life Insurance Company
(herein referred to as the "Administrator"), located at 0000 Xxxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxx, 00000, Administrator of the Allstate Life Financial
Services Group Insurance Trust, (herein referred to as the "Trust") and Marine
Bank, Springfield, located in Springfield, Illinois (herein referred to as the
"Trustee") and BD (hereinafter, together, with its affiliates and any
successors thereto, referred to as Participant), the purpose of which is to
afford qualifying persons group insurance benefits of the sort available under
said Allstate Life Financial Services Group Insurance Trust.
NOW THEREFORE, in consideration of the mutual promises herein contained, the
parties hereby agree as follows:
1. Subject to the approval of the Insurance Company, Administrator and Trustee
agree to permit the Participant to become a participant under the Allstate
Life Financial Services Group Insurance Trust Agreement.
2. The Participant agrees to be bound by:
a. the terms of the Trust Agreement, dated as of January 14, 2002, for the
establishment of the Trust (the "Trust Agreement") as the same presently
appears in writing and as from time to time amended in accordance with
the provisions thereof (capitalized terms used herein without definition
shall have the meaning ascribed thereto in the Trust Agreement); and
b. each and every provision of the policy(ies) of group insurance (and all
riders and amendments thereto) issued to the Trust.
3. Notices required or permitted shall be given in writing and delivered in
writing by United States Mail, postage prepaid. Notices to the
Administrator or Participant shall be sent to the address provided on the
first page of the Selling Agreement to which this Participation Agreement
is an Exhibit to. Any party may inform the others of a change of address by
written notice pursuant to this paragraph.
IN WITNESS WHEREOF, effective as of the date of the Selling Agreement, the
parties hereto have caused these presents to be executed by their respective
officers as described below:
ACCEPTED:
Marine Bank, Springfield
Trustee of the Allstate Life Financial Services
Group Insurance Trust
BY:
------------------------------
TITLE:
------------------------------
Administrator, Allstate Life Financial Participant, Allstate Life Financial
Services Group Insurance Trust Services Group Insurance Trust
Acceptance of this Participation Acceptance of this Participation
Agreement evidenced by signature on Agreement evidenced by signature on
Selling Agreement and/or applicable Selling Agreement and/or applicable
Amendments. Amendments.
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 Within 6 Months of Issue 100% of any Commission
Contract Payable
Fully Surrendered Within 12 Months of Issue 50% of any Commission
Contract Payable
Freelook Freelook Period Compensation Charged Back
100%
Death Within 30 Days of Contract Compensation Charged Back
Issuance 100%
Contract Declared Null N/A Compensation Charged Back
and Void 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 Within 6 Months of Issue 100% of any Commission
Contract Payable
Fully Surrendered Within 12 Months of Issue 50% of any Commission
Contract Payable
Freelook Freelook Period Compensation Charged Back
100%
Death Within 30 Days of Contract Compensation Charged Back
Issuance 100%
Contract Declared Null N/A Compensation Charged Back
and Void 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 Within 6 Months of Issue 100% of any Commission
Contract Payable
Fully Surrendered Within 12 Months of Issue 50% of any Commission
Contract Payable
Freelook Freelook Period Compensation Charged Back
100%
Death Within 30 Days of Contract Compensation Charged Back
Issuance 100%
Contract Declared Null N/A Compensation Charged Back
and Void 100%
14
