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Exhibit 10.6
SELLING AGREEMENT
Agreement, made this 26th day of July,
1999, by and among Allstate Life
Insurance Company ("Allstate Life"), an
Illinois life insurance company;
Allstate Life Financial' Services, Inc.
("ALFS"), a Delaware corporation; and
LSA Securities, Inc. ("Broker-Dealer" or
BD"), an Oregon corporation.
ALLSTATE LIFE INSURANCE COMPANY
ALLSTATE LIFE FINANCIAL SERVICES, INC.
By: /s/ John R. Hunter
By: /s/ Gregory C.
Sernett
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Title: Vice President
Title: Assistant Secretary
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BROKER DEALER
ASSOCIATED INSURANCE AGENCY (IF BD IS
UTILIZING
SUCH AGENCY PURSUANT TO
SECTION 12)
LSA Securities, Inc
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(Name)
(Name)
206 South 13th St.
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(Street Address)
Street Address)
Lincoln, NE 68508-1993
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(City, State, Zip)
(City, State, Zip)
By: /s/ Carol S. Watson
By:
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Carol S. Watson
Title: President
Title:
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For States:
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WHEREAS, Allstate Life issues certain
variable contracts/policies described
further in this Agreement and attached
Schedules, which are deemed securities
("Contracts") under the Securities Act of
1933 ("1933 Act"); and
WHEREAS, ALFS is registered as a
broker/dealer
with the Securities Exchange
Commission ("SEC") under the Securities
Exchange Act of 1934, as amended ("1934
Act"), and with the National Association of
Securities Dealers, Inc. ("NASD");
WHEREAS, Allstate Life has appointed ALFS
as Underwriter of the Contracts; and
WHEREAS, BD is duly licensed as a
Broker/dealer with the SEC and NASD, and is
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, Allstate Life and ALFS propose to
have Associated Insurance Agency and
BD's representatives ("Representatives")
who are also duly licensed insurance
agents solicit sales of the Contracts;
and
WHEREAS, ALFS delegates to BD, to the
extent legally permitted, training and
certain administrative responsibilities and
duties in connection with sales of
the Contracts.
NOW THEREFORE, in consideration of the
premises and mutual promises contained
herein including the attached schedule and
Exhibits, the parties hereto agree as
follows:
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1. APPOINTMENT AND AUTHORIZATION
ALFS hereby authorizes BD to supervise
solicitations of the Contracts, and to
facilitate solicitations of 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.
2. REPRESENTATIONS
a. Allstate Life, ALFS, 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.
b. ALFS represents to BD that ALFS is
registered as a broker/dealer with the
SEC under 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 NASD.
c. BD represents to ALFS that BD is,
and at all times when performing its
functions and
fulfilling its obligations under this Agreement, 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 is a member of the NASD. BD will notify
ALFS in writing if
such registration is terminated or suspended, and shall
take all reasonable
actions to reinstate such registrations.
d. Allstate Life represents to BD and
Associated Insurance Agency that the
Contracts, including
related separate accounts supporting such 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, as amended, and
the rules and regulations thereunder, including the
terms of any order of
the SEC with respect thereto.
e. Allstate Life represents to BD and
Associated Insurance Agency that the
Contracts it issues
have been filed, or are exempt from filing, 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.
f. Allstate Life represents to BD
that the Contract prospectuses included in
Allstate Life's
Registration Statement 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.
g. If BD utilizes an Associated
Insurance Agency, BD represents that the
Associated Insurance
Agency is licensed in all states in which it conducts
business. 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 ALFS 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 g does
not apply, and BD shall undertake all the duties,
responsibilities and
privileges under this agreement.
3. COMPLIANCE WITH NASD CONDUCT RULES
AND FEDERAL AND STATE SECURITIES AND
STATE INSURANCE
LAWS
BD shall abide by all rules and regulations
of the NASD governing the sale of
the Contracts, including Its Conduct and
Membership and Registration Rules, and
BD and Associated Insurance Agency shall
comply with all applicable state and
federal laws and the rules and regulations
of authorized 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 ALFS.
4. 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 ALFS 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
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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. 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 are not authorized to
sell Contracts. BD and
Associated Insurance Agency shall notify ALFS
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.
5. 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 engaged
directly or indirectly
in the offer or sale of the 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 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. Before Representatives and
Associated Insurance Agency 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.
c. 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.
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 the contracts and, where required by state
insurance law, the
then current statement of additional information relating
to the Contracts.
e. BD shall execute any electronic or
telephone orders only in accordance with
the then 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.
f. 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.
g. 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).
h. In the event a Representative or
Agent falls 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.
6. 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
prospectus, statement
of additional information and registration statement
for the Contr
