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EXHIBIT 10.23
Administrative Services Agreement
between
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK,
and
ALFS, INC.
This Administrative Services Agreement ("Agreement") is made
effective as of
JANUARY 1, 2002, between ALFS, INC. ("ALFS") and ALLSTATE LIFE
INSURANCE COMPANY
OF NEW YORK ("ALICNY").
WITNESSETH:
WHEREAS, ALICNY, a domestic New York life insurer, proposes to
issue to the
public certain variable insurance contracts (the "Contracts");
and
WHEREAS, ALFS, which is registered as a broker-dealer with the
Securities and
Exchange Commission, proposes to act as principal underwriter on an
agency (best
efforts) basis in the marketing and distribution of Contracts to be
offered for
sale by ALICNY; and
WHEREAS, ALICNY desires to obtain the services of ALFS as an
underwriter and
distributor of certain Contracts issued by ALICNY; and
WHEREAS, in that capacity ALFS will be required to perform certain
services and
to incur certain expenses in connection with the Contracts; and
WHEREAS, ALFS desires that ALICNY assume financial and
administrative
responsibility for these expenses and services.
NOW, THEREFORE, it is agreed as follows:
1. OBLIGATIONS OF ALFS
ALICNY appoints ALFS as the principal
underwriter of and its exclusive
representative for the distribution of the
Contracts and ALFS agrees to use
its best efforts to arrange for the sale
of the Contracts by other
registered broker-dealers and licensed
insurance agencies. With the consent
of ALICNY, ALFS may execute selling
agreements with duly qualified
broker-dealers and licensed insurance
agents of ALICNY to offer and sell
the Contracts. The selling agreements
shall contain such terms, including
but not limited to provisions for
commissions, as ALICNY shall deem
appropriate. There will be no secondary
distribution
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of the Contracts. It is further understood
and agreed that ALFS, which is
not licensed as an insurance agent, shall
not be required to act as such
pursuant to this Agreement.
2. OBLIGATIONS OF ALICNY
A. COMMISSIONS
ALICNY
agrees to assume on behalf of ALFS responsibility for the
processing
and payment of sales commissions payable to authorized
persons in
connection with the marketing of the Contracts. Such
commissions
will be processed and paid as directed by, and on behalf
of, ALFS in
accordance with the applicable selling agreement then in
effect with
such persons. ALICNY will not exercise any discretion over
the amount
of the commissions, and such commissions paid by ALICNY
will be a
purely clerical and ministerial function and will be
properly
reflected on the books and records maintained by ALICNY on
behalf of
ALFS.
B. CONFIRMATIONS
ALICNY will
send on behalf of ALFS confirmations of transactions in
connection
with the marketing of the Contracts to contract owners in
accordance
with the provision 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
ALICNY will
maintain and preserve books and records on behalf of and
as agent for
ALFS that ALFS is required to maintain in connection with
the OFFER
and the Contracts, and all books and records relating to
