EXHIBIT 10.22
Administrative Agreement
between
ALLSTATE LIFE INSURANCE COMPANY
and
Certain of its Subsidiaries
This Administrative Agreement ("Agreement") is made effective as of June 1,
1993, between ALLSTAIE LIFE INSURANCE COMPANY ("Allstate Life"), ALLSTATE LIFE
FINANCIAL SERVICES, INC. ("ALFS") , GLENBROOK LIFE AND ANNUITY COMPANY
("Glenbrook Life"), and ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK, ("ALNY").
WITNESSETH:
WHEREAS, ALFS is a direct subsidiary of Allstate Life and shares with Allstate
Life certain expenses and services, including rent of premises, utilities,
employee compensation (including taxes and benefits), computer
hardware/software, postage, printing, office supplies, telephone, and travel;
WHEREAS, Allstate Life and ALFS share personnel which may perform services on
behalf of ALFS,
WHEREAS, ALFS desires that Allstate Life, Glenbrook Life and ALNY assume
financial and administrative responsibility for these expenses and services.
NOW, THEREFORE, it is agreed as follows:
1. EXPENSES AND COSTS
A. Allstate Life agrees to assume on behalf of ALFS responsibility for
the costs described above and any other overhead and operating expense
that may be incurred by ALFS in connection with the marketing of
variable insurance contracts.
B. Glenbrook Life agrees to assume on behalf of ALFS responsibility for
costs incurred by ALFS in connection with state and regulatory
licensing fees and certain audit and legal fees.
C. Cost shall mean ALFS 's actual costs and expenses reasonably
attributable to this Agreement. All allocations of expenses for the
above services and facilities will be made by Allstate Life and
Glenbrook Life in accordance
with generally acceptable accounting principles.
2. ADMINISTRATIVE SERVICES
A. COMMISSIONS
Allstate Life, Glenbrook Life and ALNY agree to assume on behalf of
ALFS responsibility for the processing and payment of sales
commissions in connection with the marketing of variable insurance
contracts. Such commissions will be processed and paid as directed by,
and on behalf of, ALFS. In this regard, neither Allstate Life,
Glenbrook Life nor ALNY will exercise any discretion over the amount
of the commissions, and such commissions paid by Allstate Life,
Glenbrook Life and ALNY will be a purely clerical and ministerial
function and will be properly reflected on the books and records
maintained by Allstate Life, Glenbrook Life and ALNY on behalf of
ALFS.
B. CONFIRMATIONS
Allstate Life, Glenbrook Life and ALNY will send on behalf of ALFS
confirmations of transactions in connection with the marketing of
variable insurance contracts to contract owners in accordance with the
provisions of Rule 10b-10 under the Securities Exchange Act of 1934
(the "Exchange Act"), and such confirmations will indicate that they
were sent on behalf of ALFS.
C. RECORDKEEPING
Allstate Life, Glenbrook Life and ALNY will maintain and preserve
books and records on behalf of and as agent for ALFS in connection
with the offer and sale of variable insurance contracts, and all books
and records relating to confirmation of transactions in compliance
with Rules 17a-3 and 17a-4 under the Exchange Act. Allstate Life,
Glenbrook Life and ALNY agree that all such books and records will
remain the property of ALFS and will be subject to inspection by the
Securities Exchange Commission and the National Association of
Securities Dealers, Inc. ("NASD") in accordance with Sections 17 and
15A of the Exchange Act.
D. CORPORATE BOOKS AND RECORDS
1. Records supporting inter-company costs and expense charges and
maintained by Allstate Life, Glenbrook Life and ALNY on behalf of
ALFS shall be considered ALFS' records and shall be available to
ALFS upon request. All original documents and records relating to
the operations of ALFS are the property of ALFS.
2. Each party shall own, have custody of and keep its own general
corporate records. Upon request, each party shall receive from
the other party any of its records which are currently in the
other party's possession.
3. The parties agree to keep all records required by federal and
state securities laws and state insurance laws, to maintain the
books, accounts and records so as to clearly and accurately
disclose the precise nature and details of the transactions and
to assist one another in the timely preparation of records.
3 GENERAL PROVISIONS
A. Allstate Life, Glenbrook Life and ALNY shall furnish to ALFS any
reports and information which ALFS may request for the purpose of
satisfying its reporting and recordkeeping requirements under the
federal and state securities laws or under the applicable rules of the
NASD.
B. Either party may terminate this Agreement by giving the other party
written notice of the date upon which termination shall take place.
C. Each party shall be deemed an independent contractor and its personnel
shall not be deemed to be the employees of the other solely by reason
of this Agreement. Allstate Life, Glenbrook Life and ALNY employees
performing duties hereunder at all times during the term of this
Agreement shall be in the employment, under the respective supervision
and responsibility of Allstate Life, Glenbrook Life and ALNY.
THE NEXT PAGE IS THE EXECUTION PAGE
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and ratified by their duly authorized officers as of the day and year above
written.
ALLSTATE LIFE INSURANCE COMPANY ALLSTATE LIFE FINANCIAL SERVICES,
INC.
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- ------------------------
TITLE: V.P., Secretary & Gen. Counsel TITLE: President & CEO
-------------------------------- ---------------------
ALLSTATE LIFE INSURANCE GLENBROOK LIFE AND ANNUITY
COMPANY OF NEW YORK COMPANY
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------- ------------------------
TITLE: V.P. TITLE: V.P.
-------------------------------- ---------------------