Exhibit 10.9
MARKETING COORDINATION AND ADMINISTRATIVE SERVICES
AGREEMENT
AMONG
ALLSTATE FINANCIAL SERVICES, L.L.C.
AND
ALLSTATE INSURANCE COMPANY
AND
ALLSTATE LIFE INSURANCE COMPANY
This Marketing Coordination and Administrative Services Agreement (this
"Agreement") made and effective as of this 1st day of January, 2003, among
ALLSTATE FINANCIAL SERVICES, L.L.C., a Delaware limited liability company
("AFS"), ALLSTATE INSURANCE COMPANY, an Illinois insurance company ("Allstate"),
and ALLSTATE LIFE INSURANCE COMPANY, an Illinois insurance company ("▇▇▇▇").
WITNESSETH:
WHEREAS, Allstate desires that AFS provide certain administrative and
supervisory services relating to the sale of financial products by Allstate
representatives;
WHEREAS, ▇▇▇▇ desires that AFS provide certain marketing services
relating to the promotion of registered securities products; and
WHEREAS, AFS desires to furnish or cause to be furnished to Allstate and
▇▇▇▇ certain services and facilities subject to the terms and conditions
hereinafter set forth.
NOW, THEREFORE, it is agreed as follows:
1. AFS shall furnish or cause to be furnished to ▇▇▇▇ the services and
facilities listed on Exhibit A, attached hereto. AFS and ▇▇▇▇ may, from
time to time, agree that only certain of the listed services and facilities
will be provided by AFS to ▇▇▇▇. In exchange for such services and
facilities, ▇▇▇▇ shall pay a marketing fee to AFS in the amount of Two
Hundred Thousand Dollars ($200,000) per month.
2. AFS shall furnish or cause to be furnished to Allstate the services and
facilities listed on Exhibit B, attached hereto. AFS and Allstate may, from
time to time, agree that only certain of the listed services and facilities
will be provided by AFS to Allstate. In exchange for such services and
facilities, Allstate shall pay to AFS an affiliation fee of Three Hundred
Fifty Dollars ($350) per Allstate exclusive agent or exclusive financial
services representative who becomes a registered representative. The
affiliation fee will be payable to AFS annually on January 31st, starting
with January
31, 2003, and will be calculated based on the number of Allstate registered
representatives as of December 31st of the prior year. Allstate also shall
pay to AFS, on a quarterly basis, an additional Three Hundred Fifty Dollars
($350) per Allstate exclusive agent or exclusive financial services
representative who becomes a registered representative during any calendar
year, beginning with 2003.
3. Allocations for the above services and facilities shall be made by the
parties in accordance with the general provisions of the NAIC expense
classification and allocation guidelines applicable to all inter-company
allocations between Allstate and its insurance affiliates. Such guidelines
may be amended from time to time, in which case the allocation procedures
for charges pursuant to this Agreement will also be amended. The parties
will exercise reasonable judgment in implementing the expense
classification and allocation guidelines. Additionally, AFS shall maintain
proper documentation for revisions and communicate changes in allocation
requirements to ▇▇▇▇ and Allstate in a timely manner.
4. AFS will exercise reasonable judgment in periodically reviewing the
expenses incurred and the percentage thereof allocated. Allstate or ▇▇▇▇
may request a review of such expenses and their allocation and such review
will occur promptly thereafter.
5. AFS will charge ▇▇▇▇ and Allstate for all the services and facilities
provided pursuant to this Agreement via the monthly expense allocation
process. Payments will be through the monthly intercompany settlement
process. The process will be completed by Allstate personnel in the most
timely and effective method available.
6. AFS shall maintain such records as may be required relating to the
accounting system of AFS, Allstate and ▇▇▇▇.
7. Upon reasonable notice, and during normal business hours, Allstate and ▇▇▇▇
shall be entitled to, at their own expense, inspect records, which pertain
to the computation of charges for the facilities or services provided
pursuant to this Agreement. AFS shall at all times maintain correct and
complete books, records and accounts of all services and facilities
furnished pursuant to this Agreement. Allstate and ▇▇▇▇ shall have an
unconditional right of ownership of, or at either party's option the right
to obtain copies of, any records prepared on its behalf under this
Agreement. The parties agree to make such records available to the Director
of the Illinois Department of Insurance or his designees.
8. Allstate employees performing duties hereunder at all times during the term
of this Agreement shall be in the employment, under the supervision and
control of Allstate and shall not be deemed employees of AFS or ▇▇▇▇. The
scope of, and the manner in which, AFS provides facilities and services to
Allstate and ▇▇▇▇ shall be reviewed periodically by the parties; and the
compensation therefor may be adjusted periodically by mutual agreement of
the parties. All services and facilities shall be of good quality and
suitable for the purpose for which they are intended.
9. Any party may terminate this Agreement upon sixty (60) days prior written
notice to the other parties.
9. AFS shall not assign its obligations or rights under this Agreement without
the written consent of Allstate and ▇▇▇▇. This Agreement may be terminated
only upon the consent of AFS; provided, however, that in the event that the
affiliate relationship of AFS with Allstate or ▇▇▇▇ ceases to exist, this
Agreement shall terminate immediately with respect to such party.
10. All communications provided for hereunder shall be in writing, and if to
AFS or ▇▇▇▇, mailed or delivered to AFS or ▇▇▇▇ at its office at the
address listed in its official Corporate records maintained by its
Secretary, Attention: Secretary, or if to Allstate, mailed or delivered to
its office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
Controller, or addressed to any party at the address such party may
hereafter designate by written notice to the other parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
as of the day and year above written.
ALLSTATE FINANCIAL SERVICES,
L.L.C.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Operating Officer
ALLSTATE INSURANCE COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Group Vice President and Controller
ALLSTATE LIFE INSURANCE
COMPANY
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Treasurer
Exhibit A to Marketing Coordination
and Administrative Services Agreement
Among Allstate Financial Services, LLC (AFS)
Allstate Life Insurance Company (▇▇▇▇)
Allstate Insurance Company (Allstate)
January 1, 2003
SCHEDULE OF AFS SERVICES TO ▇▇▇▇
In consideration for the marketing fees payable hereunder from ▇▇▇▇ to AFS, AFS
shall:
1. Promote, among its registered representatives, the sale of such
registered securities and other financial products and services of
▇▇▇▇ as shall be agreed upon from time to time by AFS and ▇▇▇▇.
2. Promote, supervise and monitor the suitability of recommendations
made by AFS representatives in connection with the sale of ▇▇▇▇
products, as well as those provided by other issuers.
3. Provide the NASD-compliance review for all sales and marketing
materials prepared for the promotion and communication of
information regarding ▇▇▇▇ registered products, and handle the
filing and regulatory clearance of such materials with the NASD.
4. Assist ▇▇▇▇ in providing training to its registered representatives
in connection with ▇▇▇▇ products to be distributed by AFS.
5. Assist in serving ▇▇▇▇ customers by responding to product
information inquiries and service requests received by AFS.
6. Assist in resolving any customer complaints received by AFS or ▇▇▇▇
in connection with the sale or administration of ▇▇▇▇ products.
7. Maintain and manage supervisory procedures and a network of field
compliance and supervisory principals to protect both AFS and ▇▇▇▇
from exposure to legal and regulatory risks and liabilities.
8. Perform such other services as the parties may mutually agree upon
from time to time.
Exhibit B to Marketing Coordination
and Administrative Services Agreement
Among Allstate Financial Services, LLC (AFS)
Allstate Life Insurance Company (▇▇▇▇)
Allstate Insurance Company (Allstate)
January 1, 2003
SCHEDULE OF AFS SERVICES TO ALLSTATE
In consideration for the affiliation fees payable hereunder from Allstate to
AFS, AFS shall:
1. Coordinate, manage and maintain the registration, both NASD and
State (where required), of all securities licenses for agents and
employees of Allstate who apply to become registered representatives
of AFS.
2. Assist with the training of Allstate representatives who become
registered, such training to include information on general
securities, variable insurance products, mutual funds, AFS policies
and procedures, legal and regulatory requirements, suitability of
sales recommendations, and other content AFS deems appropriate.
3. Provide each Allstate agent or employee, who becomes registered,
with the AFS Registered Representative Manual.
4. Conduct annual compliance meetings and required continuing education
programs for all Allstate agents or employees who become registered
with AFS.
5. Review, approve and obtain regulatory clearance for any sales or
marketing material submitted by Allstate agents or employees for use
in the sale of AFS-approved products and services.
6. Review and supervise the suitability of all securities
recommendations made by Allstate/AFS representatives.
7. Perform periodic office inspections of Allstate agent locations that
are registered as branch offices of AFS.
8. Assist in resolving any customer complaints received by AFS
regarding the sales conduct of any Allstate representative in
connection with AFS's securities business.
9. Maintain and manage supervisory procedures and a network of field
compliance and supervisory principals to protect both AFS and
Allstate from exposure to legal and regulatory risks and
liabilities.
10. Perform such other services as the parties may mutually agree upon
from time to time.