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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/16 Allstate Life Ins Co of New York POS AM 116:14M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: POS AM Alic of New York HTML 3.49M 2: EX-1.(C) Amended and Restated Principal Underwriting HTML 71K Agreement 3: EX-1.(D) Amended and Restated Principal Underwriting HTML 62K Agreement (As Successor) 4: EX-10.8 Amended and Restated Principal Underwriting HTML 71K Agreement 5: EX-10.9 Amended and Restated Principal Underwriting HTML 62K Agreement (As Successor) 6: EX-23 Consent of Independent Registered Public HTML 33K Accounting Firm 7: EX-24 Powers of Attorney HTML 52K 8: EX-99.(A) Certified Copy of Amended and Restated By-Laws HTML 83K 9: EX-99.(B) Experts HTML 32K 16: R1 Document and Entity Information HTML 45K 17: R2 Statements of Operations and Comprehensive Income HTML 99K 18: R3 Statements of Operations and Comprehensive Income HTML 42K (Parenthetical) 19: R4 Statements of Financial Position HTML 147K 20: R5 Statements of Financial Position (Parenthetical) HTML 50K 21: R6 Statements of Shareholder's Equity HTML 54K 22: R7 Statements of Cash Flows HTML 116K 23: R8 General HTML 52K 24: R9 Summary of Significant Accounting Policies HTML 76K 25: R10 Supplemental Cash Flow Information HTML 44K 26: R11 Related Party Transactions HTML 47K 27: R12 Investments HTML 252K 28: R13 Fair Value of Assets and Liabilities HTML 262K 29: R14 Derivative Financial Instruments and Off-balance HTML 133K sheet Financial Instruments 30: R15 Reserve for Life-Contingent Contract Benefits and HTML 104K Contractholder Funds 31: R16 Reinsurance HTML 60K 32: R17 Deferred Policy Acquisition and Sales Inducement HTML 46K Costs 33: R18 Guarantees and Contingent Liabilities HTML 41K 34: R19 Income Taxes HTML 58K 35: R20 Statutory Financial Information and Dividend HTML 39K Limitations 36: R21 Benefit Plans HTML 38K 37: R22 Other Comprehensive Income HTML 56K 38: R23 Summary of Investments Other Than Investments in HTML 57K Related Parties 39: R24 Reinsurance HTML 61K 40: R25 Valuation Allowances and Qualifying Accounts HTML 43K 41: R26 Summary of Significant Accounting Policies HTML 114K (Policies) 42: R27 General (Tables) HTML 44K 43: R28 Supplemental Cash Flow Information (Tables) HTML 42K 44: R29 Investments (Tables) HTML 265K 45: R30 Fair Value of Assets and Liabilities (Tables) HTML 239K 46: R31 Derivative Financial Instruments and Off-balance HTML 126K sheet Financial Instruments (Tables) 47: R32 Reserve for Life-Contingent Contract Benefits and HTML 112K Contractholder Funds (Tables) 48: R33 Reinsurance (Tables) HTML 56K 49: R34 Deferred Policy Acquisition and Sales Inducement HTML 47K Costs (Tables) 50: R35 Income Taxes (Tables) HTML 58K 51: R36 Other Comprehensive Income (Tables) HTML 53K 52: R37 Summary of Premiums and Contract Charges by HTML 55K Product (Detail) 53: R38 Summary of Significant Accounting Policies - HTML 49K Additional Information (Detail) 54: R39 Supplemental Cash Flow Information - Additional HTML 43K Information (Detail) 55: R40 Schedule of Supplemental Cash Flow Information HTML 45K (Detail) 56: R41 Related Party Transactions - Additional HTML 67K Information (Detail) 57: R42 Schedule for Fixed Income Securities at Amortized HTML 74K Cost, Gross Unrealized Gains and Losses and Fair Value (Detail) 58: R43 Schedule for Fixed Income Securities Based on HTML 73K Contractual Maturities (Detail) 59: R44 Schedule of Net Investment Income (Detail) HTML 58K 60: R45 Schedule of Realized Capital Gains and Losses by HTML 52K Asset Type (Detail) 61: R46 Schedule of Realized Capital Gains and Losses by HTML 50K Transaction Type (Detail) 62: R47 Investments - Additional Information (Detail) HTML 100K 63: R48 Schedule of Other-Than-Temporary Impairment Losses HTML 68K by Asset Type (Detail) 64: R49 Schedule of Other-Than-Temporary Impairment Losses HTML 45K on Fixed Income Securities Iincluded in Accumulated Other Comprehensive Income (Detail) 65: R50 Schedule of Rollforwards of Cumulative Credit HTML 50K Losses Recognized in Earnings for Fixed Income Securities Held (Detail) 66: R51 Schedule of Unrealized Net Capital Gains and HTML 89K Losses (Detail) 67: R52 Schedule of Change in Unrealized net Capital Gains HTML 61K and Losses (Detail) 68: R53 Summary of Gross Unrealized Losses and Fair Value HTML 100K of Fixed Income and Equity Securities by Length of Time (Detail) 69: R54 Schedule of Commercial Mortgage Loans by HTML 49K Geographic Distribution (Detail) 70: R55 Schedule of Types of Properties Collateralizing HTML 48K Commercial Mortgage Loans (Detail) 71: R56 Schedule of Contractual Maturities of Mortgage HTML 63K Loans (Detail) 72: R57 Summary of Carrying Value of Non-Impaired Fixed HTML 48K and Variable Rate Mortgage Loans by Debt Service Coverage Ration Distribution (Detail) 73: R58 Schedule of Rollforward of Valuation Allowance on HTML 43K Impaired Mortgage Loans (Detail) 74: R59 Schedule of Municipal Bonds Held For Investment by HTML 44K Geographic Distribution (Detail) 75: R60 Summary of Assets and Liabilities Measured at Fair HTML 182K Value on Recurring and Non-Recurring Basis (Detail) 76: R61 Summary of Assets and Liabilities Measured at Fair HTML 36K Value on Recurring and Non-Recurring Basis (Parenthetical) (Detail) 77: R62 Summary of Quantitative Information About HTML 49K Significant Unobservable Inputs Used in Level Three Fair Value Measurements (Detail) 78: R63 Fair Value of Assets and Liabilities - Additional HTML 58K Information (Detail) 79: R64 Schedule of Rollforward of Level 3 Assets and HTML 187K Liabilities Held at Fair Value on Recurring Basis (Detail) 80: R65 Schedule of Rollforward of Level 3 Assets and HTML 53K Liabilities Held at Fair Value on Recurring Basis (Parenthetical) (Detail) 81: R66 Schedule of Change in Unrealized Gains and Losses HTML 60K Included in Net Income for Level Three Assets and Liabilities Held (Detail) 82: R67 Schedule of Carrying Values and Fair Value HTML 54K Estimates of Financial Instruments not Carried at Fair Value (Detail) 83: R68 Derivative Financial Instruments and Off-balance HTML 43K sheet Financial Instruments - Additional Information (Detail) 84: R69 Summary of Volume and Fair Value Positions of HTML 112K Derivative Instruments and Reporting Location in Statement of Financial Position (Detail) 85: R70 Schedule of Gross and Net Amount for Company's OTC HTML 76K Derivatives Subject to Enforceable Master Netting Arrangements (Detail) 86: R71 Summary of Gains and Losses from Valuation and HTML 77K Settlements For Derivatives Not Designated As Hedges (Detail) 87: R72 Summary of Counterparty Credit Exposure by HTML 57K Counterparty Credit Rating (Detail) 88: R73 Schedule of Reserve for Life-Contingent Contract HTML 49K Benefits (Detail) 89: R74 Schedule of Key Assumptions Used In Calculation HTML 91K Reserve for Life-Contingent Contract Benefits (Detail) 90: R75 Reserve for Life-Contingent Contract Benefits and HTML 44K Contractholder Funds - Additional Information (Detail) 91: R76 Schedule of Contractholder Funds (Detail) HTML 46K 92: R77 Schedule of Contract Provisions Related to HTML 77K Contractholder Funds (Detail) 93: R78 Schedule of Contractholder Funds Activity (Detail) HTML 51K 94: R79 Summary of Variable Annuity Contracts with HTML 57K Guarantees (Detail) 95: R80 Summary of Liabilities for Guarantees (Detail) HTML 73K 96: R81 Summary of Liabilities for Guarantees HTML 56K (Parenthetical) (Detail) 97: R82 Reinsurance - Additional Information (Detail) HTML 67K 98: R83 Schedule of Effects of Reinsurance on Premiums and HTML 48K Contract Charges (Detail) 99: R84 Schedule of Effects of Reinsurance on Contract HTML 48K Benefits (Detail) 100: R85 Schedule of Effect of Reinsurance on Interest HTML 46K Credited to Contractholder Funds (Detail) 101: R86 Schedule of Deferred Policy Acquisition Costs HTML 47K (Detail) 102: R87 Schedule of Deferred Sales Inducement Activity HTML 43K (Detail) 103: R88 Guarantees and Contingent Liabilities - 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Amended and Restated Principal Underwriting Agreement (as successor) |
Exhibit 10.9
AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
This Amended and Restated Principal Underwriting Agreement (hereinafter this “Agreement”) is made and entered into as of this 1st day of June, 2006, by and between Allstate Life Insurance Company of New York (“ALNY”) a life insurance company organized under the laws of the state of New York on its own and on behalf of each separate account of ALNY set forth on Schedule A, as such Schedule may be amended from time (each such account herein referred to as the “Account”), and ALFS, Inc. (“ALFS”), a corporation organized under the laws of the state of Delaware.
WHEREAS, ALFS has acted as the principal underwriter for the variable annuity contracts set forth on Schedule A since the respective effective dates set forth herein;
WHEREAS, the parties desire to amend and restate any and all previous Principal Underwriting Agreements or arrangements with respect to variable annuity products; and
NOW THEREFORE, in consideration of the mutual promises and covenants exchanged by the parties in this Agreement, the parties hereby amend and restate such Principal Underwriting Agreement in its entirety to read as follows. ALNY confirms its grant to ALFS of the right to be and ALFS agrees to serve as Principal Underwriter for the sale of such variable annuity contracts during the term of this Agreement and the parties agree as follows:
ARTICLE I.
ALFS DUTIES AND OBLIGATIONS
1.01. ALFS, a broker-dealer registered under the Securities Exchange Act of 1934 (the “1934 Act”) and a member of the National Association of Securities Dealers, Inc. (“NASD”), will serve as principal underwriter and distributor for the variable annuity contracts listed in Schedule A (the “Contracts”) which will be issued by ALNY.
1.02. ALFS shall be duly registered or licensed or otherwise qualified under the insurance and securities laws of the states in which the Contracts are authorized for sale.
1.03. ALFS proposes to act as principal underwriter on an agency best efforts basis in the marketing and distribution of the Contracts. ALFS will use its best efforts to provide information and marketing assistance and related servicing activity to licensed insurance agents and broker-dealers (“Selling Broker-Dealers”) on a continuing basis.
1.04. ALFS shall be responsible for compliance with the requirements of state broker-dealer regulations and the 1934 Act as each applies to ALFS in connection with its duties as distributor of the Contracts. Moreover, ALFS shall conduct its affairs in accordance with the Rules of Fair Practice of the NASD.
1.05. As a principal underwriter, ALFS shall permit the offer and sale of Contracts to the public only by and through persons who are appropriately licensed under the securities laws and who are appointed in writing by ALNY to be authorized insurance agents (unless such persons are exempt from such licensing and appointment requirements).
1.06. To the extent that any statements made in applicable registration statements, or any amendment or supplement thereto, are made in reliance upon and in conformity with written information furnished to ALNY by ALFS expressly for use therein, such statements will, when they become effective or are filed with the Securities Exchange Commission (“SEC”), as the case may be, conform in all material respects to the requirements of the Securities Act of 1933 (the “1933 Act”) and the rules and regulations of the Commission thereunder, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
1.07. Subject to agreement with ALNY, ALFS may enter into selling agreements with broker-dealers which are registered under the 1934 Act and/or authorized by applicable law or exemptions to sell the Contracts. Any such contractual arrangement is expressly made subject to this Agreement, and ALFS will at all times be responsible to ALNY for supervision of compliance with federal securities laws regarding distribution of the Contracts.
ARTICLE II.
ALNY’S DUTIES AND OBLIGATIONS
2.01. ALNY is validly existing as a stock life insurance company in good standing under the laws of the State of New York, and has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business.
2.02. ALNY represents that:
(a) | Registration statements for each of the Contracts identified in Schedule A shall have been filed with the SEC in the form previously delivered to ALFS and that copies of any and all amendments thereto will be forwarded to ALFS at the time that they are filed with the SEC; |
(b) | Each Account is a duly organized, validly existing separate account, established by resolution of the Board of Directors of ALNY for the purpose of issuing the Contracts; and |
(c) | ALNY has registered or will register the Account as a unit investment trust under the Investment Company Act of 1940 (the “1940 Act”). |
2.03. Each registration statement and any further amendments or supplements thereto will, when they became effective, conform in all material respects to the requirements of the 1933 Act and the rules and regulations of the Commission under such Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to ALNY by ALFS expressly for use therein.
2.04. ALNY shall be responsible for the licensing and appointing of registered representatives of Selling Broker-Dealers as required by state insurance laws.
ARTICLE III.
RECORDS
3.01. ALFS shall keep, in a manner and form approved by ALNY and in accordance with Rules 17a-3 and 17a-4 under the 1934 Act, accurate records and books of account as required to be maintained by a registered broker-dealer, acting as principal underwriter, of all transactions entered into on behalf of ALNY with respect its activities under this Agreement. ALFS shall make such records of account available for inspection by the SEC and ALNY shall have the right to inspect, make copies of or take possession of such records and books of account at any time upon demand.
3.02. Subject to applicable SEC or NASD restrictions, ALNY will send confirmations of Contract transactions to Contract owners. ALNY will make such confirmations and records of transactions available to ALFS upon request. ALNY will also maintain Contract owner records on behalf of ALFS to the extent permitted by applicable securities law.
3.03. ALFS and ALNY shall keep confidential the records, books of account and other information (“Records”) concerning the Contract owners, annuitants, insureds, beneficiaries or any persons who have rights arising out of the Contracts. ALFS or ALNY may disclose the Records and such information only if the other has authorized disclosure and if the disclosure is required by applicable law. In the event ALFS or ALNY is served with a subpoena, court order or demand from a regulatory organization which mandates disclosure of the Records or such information, such party must notify the other and allow such other party sufficient time to authorize disclosure or to intervene in the judicial proceeding or matter so as to protect its interest.
3.04. For the purpose of determining the other party’s compliance with this Agreement, each party to this Agreement shall have reasonable access during normal business hours to any Records which are maintained by the other party.
3.05. Both ALNY and ALFS agree to keep all information required by applicable laws, to maintain the books, accounts and records as to clearly and accurately disclose the precise nature and details of the transaction and to assist one another in the timely preparation of any reports required by law.
3.06. ALFS and ALNY shall furnish to the other any reports and information which the other may request for the purpose of meeting reporting and recordkeeping requirements under the laws of New York or any other state or jurisdiction.
ARTICLE IV.
SALES MATERIALS
4.01. ALFS will utilize the currently effective prospectus relating to the Contracts in connection with its underwriting, marketing and distribution efforts. As to other types of sales material, ALFS hereby agrees and will require Selling Broker-Dealers to agree to use only sales materials which have been authorized for use by ALNY, which conform to the requirements of federal and state laws and regulations, and which have been filed where necessary with the appropriate regulatory authorities including the NASD.
4.02. ALFS will not distribute any prospectus, sales literature or any other printed matter or material in the underwriting and distribution of any Contract if, to the knowledge of ALFS, any of the foregoing misstates the duties, obligation or liabilities of ALNY or ALFS.
ARTICLE V.
COMPENSATION
5.01. With respect to the Contracts that are sold in the Financial Institution Channel, ALNY shall pay to ALFS a distribution fee equal to one percent (1%) of all premiums paid and received after the date hereof with respect to Contracts issued, in force, and in good standing. The amounts paid under this provision shall be reduced by the actual cost of printing sales materials, brochures, marketing pieces, and point-of-sale materials (including prospectuses) supplied by ALNY as requested by ALFS for use in performing their respective duties with respect to the Agreement unless such costs are paid directly by ALFS or ALNY.
5.02. In addition to amounts payable with respect to the Financial Institution Channel as provided in Section 5.01, but not in duplication of any such amounts, ALNY agrees to reimburse ALFS for direct expenses incurred by ALFS on behalf of ALNY. Such direct expenses shall include, but not be limited to, (a) the marketing allowances paid by ALFS with regards to the Contracts under the Wholesaling and Marketing Support Agreement dated June 1, 2006 between ALNY, ALFS, Allstate Life Insurance Company, American Skandia Marketing, Inc. and Prudential Insurance Agency, LLC, (b) commissions and trail commissions payable under selling agreements in connection with the Contracts among broker-dealers, ALNY and ALFS, (c) the costs of goods and services purchased from outside vendors, (d) travel expenses and (e) state and federal regulatory fees incurred on behalf of ALNY.
5.03. ALFS shall present a statement after the end of each quarter showing the amount due with respect to the Financial Institution Channel as provided in Section 5.01, the amount due with respect to marketing allowances as provided in Section 5.02, and the apportionment of other services rendered and the direct expenses incurred in connection therewith. Settlements are due and payable within thirty days.
ARTICLE VI.
UNDERWRITING TERMS
6.01. ALFS makes no representations or warranties regarding the number of Contracts to be sold by Selling Broker-Dealer and the registered representatives of Selling Broker-Dealer. ALFS does, however, represent that it will actively engage in its duties under this Agreement on a continuous basis while there are effective registration statements with the SEC.
6.02. ALFS will use its best efforts to ensure that the Contracts shall be offered for sale by registered broker-dealers and registered representatives (who are duly licensed as insurance agents) on the terms described in the currently effective prospectus describing such Contracts.
6.03. ALNY will use its best efforts to assure that the Contracts are continuously registered under the 1933 Act (and under any applicable state “blue sky” laws) and to file for approval under state insurance laws when necessary.
ARTICLE VII.
LEGAL AND REGULATORY ACTIONS
7.01. ALNY agrees to advise ALFS immediately of:
(a) | any request by the SEC for amendment of the registration statements or for additional information relating to the Contracts; |
(b) | the issuance by the SEC of any stop order suspending the effectiveness of the registration statements relating to the Contracts or the initiation of any proceedings for that purpose; and |
(c) | the happening of any known material event which makes untrue any statement made in the registration statements relating to the Contracts or which requires the making of a change therein in order to make any statement made therein not misleading. |
7.02. Each of the undersigned parties agrees to notify the other in writing upon being apprised of the institution of any proceeding, investigation or hearing involving the offer or sale of the subject Contracts.
7.03. During any legal action or inquiry, ALNY will furnish to ALFS such information with respect to the Contracts in such form and signed by such of its officers as ALFS may reasonably request and will warrant that the statements therein contained when so signed are true and correct.
7.04. If changes in insurance laws or regulations could reasonably be expected to affect the sales and administration of Contracts under this Agreement, ALNY shall notify ALFS within a reasonable time after ALNY receives notice of those changes. Such notice shall be in writing except, if circumstances so require, the notice may be communicated by telephone or facsimile and confirmed in writing.
ARTICLE VIII.
TERMINATION
8.01. This Agreement shall terminate at either party’s option, without penalty:
(a) | without cause, on not less than 180 days’ prior written notice to the other party; |
(b) | upon the mutual written consent of the parties; |
(c) | upon written notice of one party to the other in the event of bankruptcy or insolvency of the party to which notice is given; |
(d) | upon the suspension or revocation of any material license or permit held by a party by the appropriate governmental agency or authority; however, such termination shall extend only to the jurisdiction(s) where the party is prohibited from doing business; or |
(e) | upon the finding by any regulatory body in a formal proceeding of material wrongdoing by a party regarding its duties under this Agreement. |
8.02. If either party breaches this Agreement or is in default in the performance of any of its duties and obligations hereunder (the “Defaulting Party”), the non-defaulting party may give written notice thereof to the Defaulting Party, and if such breach or default is not remedied within 60 days after such written notice is given, then the non-defaulting party may terminate this Agreement by giving 30 days’ prior written notice of such termination to the Defaulting Party.
8.03. The parties agree to cooperate and give reasonable assistance to one another in effecting an orderly transition following termination.
ARTICLE IX.
INDEMNIFICATION
9.01 | ALNY agrees to indemnify ALFS for any liability that it may incur to a Contract owner or party-in-interest under a Contract: |
(a) | arising out of any act or omission in the course of or in connection with rendering services under this Agreement; or |
(b) | arising out of the purchase, retention or surrender of a contract; provided, however that ALNY will not indemnify ALFS for any such liability that results from the willful misfeasance, bad faith or gross negligence of ALFS or from the reckless disregard by ALFS of its duties and obligations arising under this Agreement. |
ARTICLE X.
GENERAL PROVISIONS
10.01 This Agreement shall be subject to the laws of the State of New York.
10.02 This Agreement, along with any schedules attached hereto and incorporated herein by reference, may be amended from time to time by mutual agreement and consent of the under signed parties.
10.03 In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SCHEDULE A
Separate Account |
Effective Date |
Contract(s) |
Form #(s) | |||
Allstate Life of New York Separate Account A | 10/14/96 | AIM Lifetime Plus | NYLU349 | |||
Allstate Life of New York Separate Account A | 1/17/00 | AIM Lifetime Plus II | NYLU410 | |||
Allstate Life of New York Separate Account A | 12/3/01 | AIM Lifetime Enhanced Choice | NYLU509 2% Contract NYLU510 4% Contract | |||
Allstate Life of New York Separate Account A | 6/3/02 | AIM Lifetime America Classic | NYLU523 | |||
Allstate Life of New York Separate Account A | 6/3/02 | AIM Lifetime America Regal | NYLU523 | |||
Allstate Life of New York Separate Account A | 6/3/02 | AIM Lifetime America Freedom | NYLU523 | |||
Allstate Life of New York Separate Account A | 9/8/00 | Provider VA | NYLU446 | |||
Allstate Life of New York Separate Account A | 7/8/02 | Provider Ultra | NYLU516 |
This ‘POS AM’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 4/1/16 | |||
6/1/06 | 8-K | |||
List all Filings |
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