ASSIGNMENT & DELEGATION OF ADMINISTRATIVE SERVICES
AGREEMENTS, UNDERWITING AGREEMENTS, AND SELLING AGREEMENTS
BETWEEN
ALFS, INC.
AND
ALLSTATE LIFE INSURANCE COMPANY, ALLSTATE LIFE INSURANCE
COMPANY OF NEW YORK, CHARTER NATIONAL LIFE INSURANCE
COMPANY, INTRAMERICA LIFE INSURANCE COMPANY, ALLSTATE
DISTRIBUTORS, LLC, ALLSTATE FINANCIAL SERVICES, LLC & LINCOLN
BENEFIT LIFE COMPANY,
This agreement (hereinafter "Agreement") entered into this ___ day of
_____, 2011 between ALFS, Inc. (hereinafter "ALFS") and Allstate Life Insurance
Company (hereinafter "ALIC"), Allstate Life Insurance Company of New York
(hereinafter "ALNY"), Allstate Distributors, LLC (hereinafter "ADLLC" ), Charter
National Life Insurance Company (hereinafter "Charter"), Intramerica Life
Insurance Company (hereinafter "Intramerica"), Allstate Financial Services, LLC
(hereinafter "AFS") and Lincoln Benefit Life Company (hereinafter "LBL").
Collectively, ALFS, ALIC, ALNY, ADLLC, Charter, Intramerica, AFS, and LBL shall
be referenced herein as "the Parties."
WHEREAS, ALIC has decided, in order to streamline corporate structure,
enhance administrative simplicity, and better reflect ALIC's business strategy,
to merge ALFS into ADLLC on or about April 29, 2011; and
WHEREAS, both ALFS and ADLLC are registered broker-dealers subject to the
jurisdiction of the Financial Industry Regulatory Authority ("FINRA"); and
WHEREAS, the merger must be submitted for review to FINRA; and
WHEREAS, the Parties have previously entered into various administrative
service agreements, principal underwriting agreements, selling agreements,
information sharing, and wholesaling agreements (collectively "Agreements"); and
WHEREAS, the Parties agree that ALFS should assign ALFS' rights and
delegate ALFS' duties to ADLLC under the Agreements; and
WHEREAS, ADLLC agrees to accept assignment of ALFS' rights and duties to
ADLLC under the Agreements; and
WHEREAS, the Parties agree that such assignment and delegation under the
Agreements should be documented,
NOW, THEREFORE, in consideration of the premises and mutual promises
contained herein the Parties hereto agree as follows:
I. AGREEMENTS: ASSIGNMENT & DELEGATION:
A. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Administrative Agreement between Allstate Life Insurance Company ("ALIC"), ALFS,
Inc. and Allstate Life Insurance Company of New York ("ALNY") dated June 1,
1993, for the provision of personnel services and assumption of financial and
administrative responsibility by ALIC and ALNY. To the extent that the contract
contains anti-assignment or assignment/termination provisions, such provisions
are waived by this assignment or rights and delegation of duties.
B. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Administrative Services Agreement between ALFS, Inc. and Allstate Life Insurance
Company, Lincoln Benefit Life Company and Charter National Life Insurance
Company (the "Companies") effective January 1, 2000, whereby the Companies
assume from ALFS financial and administrative responsibility for expenses and
services, including but not limited to rent of premises, utilities, employee
compensation (including taxes and benefits), computer hardware/software,
postage, printing, office supplies, telephone, travel, financial, accounting,
legal, regulatory, marketing and administrative services in connection with the
marketing and distribution by ALFS of certain variable insurance contracts on
behalf of the Companies. To the extent that the contract contains
anti-assignment or assignment/termination provisions, such provisions are waived
by this assignment of rights and delegation of duties.
C. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Administrative Services Agreement Administrative Services Agreement between
Allstate Life Insurance Company of New York ("ALNY") and ALFS, Inc. ("ALFS")
effective January 1, 2002, wherein ALFS will serve as an underwriter and
distributor of variable insurance contracts issued by ALNY. To the extent that
the contract contains anti-assignment or assignment/termination provisions, such
provisions are waived by this assignment of rights and delegation of duties.
D. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Amended and Restated Principal Underwriting Agreement between Allstate Life
Insurance Company ("ALIC") and ALFS, Inc. ("ALFS") effective June 1, 2006,
wherein the Principal Underwriting Agreement between ALIC and ALFS effective May
1, 1999, with respect to variable annuity contracts is amended and restated
concerning compensation. To the extent that the contract contains
anti-assignment or assignment/termination provisions, such provisions are waived
by this assignment of rights and delegation of duties.
E. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Amended and Restated Principal Underwriting Agreement between Lincoln Benefit
Life Company ("LBL") and ALFS, Inc. ("ALFS") effective June 1, 2006, wherein the
Principal Underwriting Agreement between LBL and ALFS effective November 25,
1998, with respect to variable annuity contracts is amended and restated by
revising Schedule A. To the extent that the contract contains anti-assignment or
assignment/termination provisions, such provisions are waived by this assignment
of rights and delegation of duties.
F. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Principal Underwriting Agreement between Lincoln Benefit Life Company ("LBL")
and ALFS, Inc. (f/k/a Allstate Life Financial Services, Inc.) ("ALFS"),
effective November 25, 1998, that establishes ALFS as the principal underwriter
of LBL's variable universal life. To the extent that the contract contains
anti-assignment or assignment/termination provisions, such provisions are waived
by this assignment of rights and delegation of duties.
G. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Executive Wholesaling Agreement between Lincoln Benefit Life Company ("LBL") and
ALFS, Inc. ("ALFS") effective December 19, 2005, wherein LBL and ALFS authorizes
a third party to solicit sales of certain registered life insurance and annuity
contracts and to recommend the contracts to registered representatives of such
third parties. To the extent that the contract contains anti-assignment or
assignment/termination provisions, such provisions are waived by this assignment
of rights and delegation of duties.
H. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Information Sharing Agreement (the "Agreement") between Allstate Insurance
Company ("AIC") and certain affiliates, effective May 1, 2009, setting forth the
terms and conditions under
which customer information, owned by a party to the Agreement, may be accessed
for marketing purposes by another party to the Agreement in order to comply with
certain provisions of The Fair and Accurate Credit Transaction Act of 2003. To
the extent that the contract contains anti-assignment or assignment/termination
provisions, such provisions are waived by this assignment of rights and
delegation of duties.
I. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Investment Management Agreement among Allstate Investments, LLC ("AILLC"),
Allstate Insurance Company, The Allstate Corporation and certain of its
non-insurance and insurance subsidiaries (collectively, the "Allstate
Affiliates") effective January 1, 2007, (the "Agreement") whereby AILLC will
render investment management services and advice to the Allstate Affiliates. To
the extent that the contract contains anti-assignment or assignment/termination
provisions, such provisions are waived by this assignment of rights and
delegation of duties.
J. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Marketing Agreement between Allstate Life Insurance Company, in its capacity as
successor in interest to Glenbrook Life and Annuity Company ("ALIC"), ALFS, Inc.
("ALFS") and Allstate Financial Services, LLC ("AFS") effective June 10, 2003,
wherein ALIC and ALFS authorize AFS to solicit sales of certain insurance
products and group and individual insurance contracts/policies and certificates
participating therein. To the extent that the contract contains anti-assignment
or assignment/termination provisions, such provisions are waived by this
assignment of rights and delegation of duties.
K. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Master Wholesaling Agreement between Lincoln Benefit Life Company ("LBL") and
ALFS, Inc. ("ALFS") effective December 16, 2005, wherein LBL and ALFS authorizes
a third party to solicit sales of certain registered life insurance and annuity
contracts and to recommend the contracts to registered representatives of such
third parties. To the extent that the contract contains anti-assignment or
assignment/termination provisions, such provisions are waived by this assignment
of rights and delegation of duties.
L. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Principal Underwriting Agreement between Allstate Life Insurance Company
("ALIC") and ALFS, Inc. ("ALFS") effective January 1, 2005, (the "Agreement"),
wherein ALIC grants to ALFS the right to be and ALFS agrees to serve as
Principal Underwriter for the sale of variable insurance products and other
insurance and investment products during the term of the Agreement. To the
extent that the contract contains anti-assignment or
assignment/termination provisions, such provisions are waived by this assignment
of rights and delegation of duties.
M. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Selling Agreement (the "Agreement") between Lincoln Benefit Life Company
("LBL"), ALFS, Inc. and Allstate Financial Services, LLC ("AFS") effective
August 2, 1999, whereby AFS will train and perform certain administrative
responsibilities and duties in connection with sales of certain variable
insurance contracts/policies as reflected in the Agreement. To the extent that
the contract contains anti-assignment or assignment/termination provisions, such
provisions are waived by this assignment of rights and delegation of duties.
N. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Selling Agreement between Allstate Life Insurance Company of New York ("ALNY"),
ALFS, Inc. ("ALFS"), and Allstate Financial Services, LLC ("AFS") effective May
1, 2005, wherein ALFS, as appointed by ALNY, is the underwriter of certain
insurance products and group and individual insurance contracts/policies and
certificates participating therein (the "Contracts"), and AFS will solicit sales
of the Contracts on behalf of ALFS. To the extent that the contract contains
anti-assignment or assignment/termination provisions, such provisions are waived
by this assignment of rights and delegation of duties.
O. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Selling Agreement among Allstate Life Insurance Company ("ALIC"), ALFS, Inc.
(f/k/a Allstate Life Financial Services, Inc.) ("ALFS") and Allstate Financial
Services, LLC (f/k/a LSA Securities, Inc.) ("AFS") effective July 26, 1999,
pursuant to which ALIC and ALFS authorize AFS to supervise solicitations of
certain variable contracts/policies by AFS' registered representatives who are
licensed insurance agents. To the extent that the contract contains
anti-assignment or assignment/termination provisions, such provisions are waived
by this assignment of rights and delegation of duties.
P. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Underwriting Agreement among Allstate Life Insurance Company ("ALIC") and
Allstate Financial Advisors Separate Account I ("Separate Account") and ALFS,
Inc. (f/k/a Allstate Life Financial Services, Inc.) ("ALFS") effective July 26,
1999, pursuant to which ALFS agrees to serve as principal underwriter and
distributor on an agency basis
for variable insurance contracts which will be issued by ALIC through the
Separate Account. To the extent that the contract contains anti-assignment or
assignment/termination provisions, such provisions are waived by this assignment
of rights and delegation of duties.
Q. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Underwriting Agreement between Allstate Life Insurance Company of New York and
ALFS, Inc. (f/k/a Allstate Life Financial Services, Inc.) effective October 1,
1996, regarding the marketing and distribution of designated variable annuity
insurance products. To the extent that the contract contains anti-assignment or
assignment/termination provisions, such provisions are waived by this assignment
of rights and delegation of duties.
R. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Underwriting Agreement between Allstate Life Insurance Company, in its capacity
as successor in interest to Glenbrook Life and Annuity Company, and ALFS, Inc.
(f/k/a Allstate Life Financial Services, Inc.) ("ALFS") executed May 23, 1997,
and effective January 1, 1997, regarding the distribution of variable life
insurance contracts. The agreement establishes ALFS as the underwriter for
products that require a registered broker-dealer to act as the principal
underwriter. To the extent that the contract contains anti-assignment or
assignment/termination provisions, such provisions are waived by this assignment
of rights and delegation of duties.
S. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Underwriting Agreement between Allstate Life Insurance Company, in its capacity
as successor in interest to Glenbrook Life and Annuity Company, and ALFS, Inc.
(f/k/a Allstate Life Financial Services, Inc.) ("ALFS") executed May 23, 1997,
and effective January 1, 1997, regarding the distribution of variable annuity
products. The agreement establishes ALFS as the underwriter for products that
require a registered broker-dealer to act as the principal underwriter. To the
extent that the contract contains anti-assignment or assignment/termination
provisions, such provisions are waived by this assignment of rights and
delegation of duties.
T. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Selling Agreement (the "Agreement") and Addenda to the Agreement between
Allstate Life Insurance Company, in its capacity as successor in interest to
Glenbrook Life and Annuity Company ("ALIC"), ALFS, Inc. ("ALFS") and Allstate
Financial Services, LLC ("AFS") effective May 17, 2001, December 31, 2001, and
November 18, 2002, respectively, wherein ALIC and ALFS desire to authorize AFS
to solicit sales of certain
insurance products and group and individual insurance contracts/policies and
certificates participating therein. To the extent that the contract contains
anti-assignment or assignment/termination provisions, such provisions are waived
by this assignment of rights and delegation of duties.
U. ALFS hereby assigns ALFS' rights and delegates ALFS' duties to ADLLC and
ADLLC accepts such assignment of rights and delegation of duties under the
Administrative Services Agreement between Intramerica Life Insurance Company
("Intramerica") and ALFS, Inc. ("ALFS") effective January 1, 2002, wherein ALFS
will serve as an underwriter and distributor of variable insurance contracts
issued by Intramerica. Intramerica will assume financial and administrative
responsibility for the expenses and services incurred by ALFS in connection with
the contracts. To the extent that the contract contains anti-assignment or
assignment/termination provisions, such provisions are waived by this assignment
of rights and delegation of duties.
II. MISCELLANEOUS
A. No amendment to this Agreement shall be effective unless made in writing and
executed by the Parties thereto.
B. ADLLC's duties and obligations under any other agreement not specifically
listed herein shall be deemed to have been assigned and delegated from ALFS to
ADLLC and accepted by ADLLC.
C. 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.
D. This Agreement will be construed in accordance with the laws of the State of
Illinois
E. This Agreement may be executed by the Parties in counterparts, each of which
shall be deemed an original.
F. The descriptive headings of this Agreement are intended for reference only
and will not affect the construction or interpretation of this Agreement
IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by
their duly authorized officers on the date first above written.
ALLSTATE LIFE INSURANCE COMPANY
By:
------------------------------------
Title:
---------------------------------
Date:
----------------------------------
ALLSTATE DISTRIBUTORS, LLC
By:
------------------------------------
Title:
---------------------------------
Date:
----------------------------------
ALFS, INC.
By:
------------------------------------
Title:
---------------------------------
Date:
----------------------------------
ALLSTATE LIFE INSURANCE COMPANY OF
NEW YORK
By:
------------------------------------
Title:
---------------------------------
Date:
----------------------------------
CHARTER NATIONAL LIFE INSURANCE COMPANY
By:
------------------------------------
Title:
---------------------------------
Date:
----------------------------------
INTRAMERICA LIFE INSURANCE COMPANY
By:
------------------------------------
Title:
---------------------------------
Date:
----------------------------------
LINCOLN BENEFIT LIFE COMPANY
By:
------------------------------------
Title:
---------------------------------
Date:
----------------------------------
ALLSTATE FINANCIAL SERVICES, LLC
By:
------------------------------------
Title:
---------------------------------
Date:
----------------------------------