Exhibit 10.1


 


 


Investment Management
Agreement


 


Among


 


ALLSTATE INVESTMENTS, LLC


And


 


ALLSTATE INSURANCE COMPANY


And


 


THE ALLSTATE CORPORATION


And


 


Certain Affiliates


 


This Agreement
made and effective as of January 1, 2007, among ALLSTATE INVESTMENTS, LLC, a
Delaware limited liability company (“ALLSTATE INVESTMENTS”), ALLSTATE INSURANCE
COMPANY, an Illinois insurance company (“Allstate”), THE ALLSTATE CORPORATION,
a Delaware corporation and parent of Allstate and ALLSTATE INVESTMENTS (“Allcorp”),
and those additional subsidiaries of Allcorp whose signatures appear below
(individually an “Affiliate” and collectively with Allstate and Allcorp, the “Allstate
Affiliates”).


 


W I T N E S S E T H:


 


WHEREAS, ALLSTATE
INVESTMENTS has been providing investment management services to certain of the
Allstate Affiliates pursuant to those certain Investment Management Agreements,
dated as of January 1, 2002, and April 29, 2003, which, by their terms, are
terminating effective January 1, 2007, and January 1, 2008, respectively, and
the parties hereto desire to continue such relationship and enter into a new
Agreement for the rendering of investment management services, effective as of
the date hereof, subject to the terms and conditions set forth herein.


 


NOW, THEREFORE, it
is agreed as follows:


 


 


ARTICLE
1


INVESTMENT
MANAGEMENT SERVICES


 


1.1           Appointment.  Each Allstate Affiliate hereby engages
ALLSTATE INVESTMENTS as the investment manager of its investment assets and
grants ALLSTATE INVESTMENTS the power and authority to advise, manage, and
direct the investment and reinvestment of such assets for the period and on the
terms and conditions set forth herein. 
Such activities shall be conducted subject to and in accordance with the
investment objectives, restrictions, and strategies set forth in the Investment
Policy and 


 


 


1

















 


Investment Plan
(the “Policy”) adopted by the Board of Directors of each such Allstate
Affiliate with respect to its respective investment portfolios, and in
accordance with such other limitations and guidelines as may be established
from time to time for such portfolios by such Boards (such investment
objectives, restrictions, strategies, limitations, and guidelines herein
referred to collectively as the “Investment Guidelines”). ALLSTATE INVESTMENTS
hereby accepts such responsibility and agrees during such period to render the
services and to assume the obligations herein set forth, all as more fully
described in Exhibit A, attached hereto (the “Services”).  Each of the Allstate Affiliates may from time
to time reach agreement with ALLSTATE INVESTMENTS that only certain of the
listed Services will be provided.


 


1.2           Charges and Expenses.  Each Allstate Affiliate agrees to pay
ALLSTATE INVESTMENTS a fee for the Services equal to ALLSTATE INVESTMENTS’
fully burdened basis point charge for the management of such Allstate Affiliate’s
portfolio.  The fully burdened basis
point charge is ALLSTATE INVESTMENTS’ actual cost of managing the portfolios in
which such Allstate Affiliate invests, including the provision of all
administrative, reporting or other services required to manage the portfolios
and provide the Services.   To the extent
any of ALLSTATE INVESTMENTS’ costs are determined by allocations from any
Allstate Affiliate, the allocation shall be made 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.   ALLSTATE INVESTMENTS shall
maintain and make available for review by any Allstate Affiliate, or any
regulator having jurisdiction over such Allstate Affiliate, documentation
showing the calculation of all such charges. Any Allstate Affiliate may request
a review of such charges for the Services and such review will occur promptly
thereafter. All brokerage commissions and other direct transaction charges
payable to third parties shall be in addition to any fees payable to ALLSTATE
INVESTMENTS for Services and may be paid on each Allstate Affiliate’s behalf
from the assets in  such entities
portfolio or may be paid by ALLSTATE INVESTMENTS and reimbursed by such
Allstate Affiliate.


 


1.3           Payment.  ALLSTATE INVESTMENTS will charge each
Allstate Affiliate  for the
Services via the monthly expense allocation process,  and
payments will be through the monthly intercompany settlement process. The
process will be completed by personnel of ALLSTATE INVESTMENTS and each of the
Allstate Affiliates in the most timely and effective method available.


 


ARTICLE
2


MISCELLANEOUS
PROVISIONS


 


2.1           Previous Agreements.  Nothing in this Agreement shall be deemed to
amend any previously executed agreement between the parties.


 


2.2           Scope of Services.  The scope of, and the manner in which,
ALLSTATE INVESTMENTS provides the Services to the Allstate Affiliates shall be
reviewed periodically by ALLSTATE INVESTMENTS and the Allstate Affiliates.


 


 


2

















 


2.3           Standard of
Performance.  ALLSTATE INVESTMENTS
shall discharge its duties hereunder at all times in good faith and with that
degree of prudence, diligence, care and skill which a prudent person rendering
services as an institutional investment manager would exercise under similar
circumstances.  The provisions of this
Agreement shall not be interpreted to imply any obligation on the part of
ALLSTATE INVESTMENTS to observe any standard of care other than as set forth in
this Section 2.3.


 


2.4           Books and
Records.  Upon reasonable notice, and
during normal business hours, each Allstate Affiliate shall be entitled to, at
its own expense, inspect records that pertain to the computation of charges for
the Services.  ALLSTATE INVESTMENTS shall
at all times maintain correct and complete books, records and accounts of all
Services.  Each Allstate Affiliate shall
have unconditional right of ownership of any records prepared on its behalf
under this Agreement.


 


2.5           Liability of
ALLSTATE INVESTMENTS.  In the absence
of ALLSTATE INVESTMENTS’ willful or negligent misconduct (or the willful or
negligent misconduct of its officers, directors, agents, employees, controlling
persons, share­holders, and any other person or entity affiliated with ALLSTATE
INVESTMENTS or retained by it to perform or assist in the performance of its
obligations under this Agreement), neither ALLSTATE INVESTMENTS nor any of its
officers, directors, employees or agents shall be subject to liability to any
Allstate Affiliate for any act or omission in the course of, or connected with,
rendering services hereunder.


 


2.6           Independent
Contractor.  ALLSTATE INVESTMENTS
shall for all purposes be deemed to be an independent contractor.  All persons performing duties hereunder at
all times during the term of this agreement shall be under the supervision and
control of ALLSTATE INVESTMENTS, and shall not be deemed employees of any
Allstate Affiliate as a result of this Agreement and the Services provided
hereunder. ALLSTATE INVESTMENTS shall have no power or authority to bind any
Allstate Affiliate or to assume or create an obligation or responsibility,
express or implied, on behalf of any Allstate Affiliate, nor shall it represent
to anyone that it has such power or authority, except as expressly provided in
this Agreement.  Nothing in this
Agreement shall be deemed to create a partnership between or among the parties,
whether for purposes of taxation or otherwise.


 


2.7           Assignment.  ALLSTATE INVESTMENTS shall not assign its
obligations or rights under this Agreement without the written consent of each
Allstate Affiliate.


 


2.8           Term, Termination.  This Agreement shall remain in effect for one
year and shall be automatically renewed for subsequent one-year terms unless
sooner terminated by either party pursuant to this Section 2.8.   ALLSTATE INVESTMENTS may terminate this
Agreement in its entirety, and each Allstate Affiliate may cancel its
participation in the arrangements under this Agreement, each by giving six
months written notice to the other parties to this Agreement; provided,
however, that in the event that the affiliate 


 


 


3

















 


relationship
ceases to exist with respect to any Affiliate, this Agreement shall terminate
immediately with respect to such Allstate Affiliate.


 


2.9           Notices.  All communications provided for hereunder
shall be in writing, and if to an Allstate Affiliate, mailed or delivered to
such Allstate Affiliate at its office at the address listed in such Affiliate’s
Statutory Annual Statement Blank, Attention: Secretary, or if to an entity not
filing a statutory Annual Statement Blank, mailed or delivered to its office at
3075 Sanders Road, Northbrook, Illinois 60062, 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.


 


	
   

  	
  The
  Allstate Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ERIC A. SIMONSON

  	
   

  
	
   

  	
  Eric A. Simonson

  
	
   

  	
  Chief Investment
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  Investments, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ERIC A. SIMONSON

  	
   

  
	
   

  	
  Eric A. Simonson

  
	
   

  	
  President and Chief
  Investment Officer

  



 


 


4

















 


	
   

  	
  ALFS, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  Assignment Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate Assurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  County Mutual Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  Distributors, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  Financial Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  



 


 


5

















 


	
   

  	
  Allstate
  Financial Services, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  Financial, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  Fire and Casualty Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  Floridian Indemnity Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  Floridian Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  Indemnity Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  



 


 


6

















 


	
   

  	
  Allstate
  International Insurance Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  Life Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  Motor Club, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  New Jersey Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate New Jersey Property
  and Casualty Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  Non-Insurance Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  



 


 


7

















 


	
   

  	
   

  
	
   

  	
  Allstate
  North American Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate Property and Casualty
  Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  Settlement Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Allstate
  Texas Lloyd’s

  
	
   

  	
  by
  Allstate Texas Lloyd’s, Inc. (its attorney-in-fact)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  American
  Heritage Life Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  American
  Heritage Life Investment Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  



 


 


8

















 


	
   

  	
  Charter
  National Life Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Concord
  Heritage Life Insurance Company, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Deerbrook
  Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Encompass
  Floridian Indemnity Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Encompass
  Floridian Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Encompass
  Home and Auto Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  



 


 


9

















 


	
   

  	
  Encompass
  Indemnity Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Encompass
  Independent Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Encompass
  Insurance Company of America

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Encompass Insurance Company of
  Massachusetts

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Encompass
  Insurance Company of New Jersey

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Encompass
  Property and Casualty Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  



 


 


10

















 


	
   

  	
   

  
	
   

  	
  Encompass Property and Casualty
  Insurance Company of New Jersey

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  First
  Colonial Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Ivantage
  Select Agency, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lincoln
  Benefit Life Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Northbrook
  Indemnity Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Pembridge
  America, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  



 


 


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  Roadway
  Protection Auto Club, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Sterling
  Collision Centers, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Surety
  Life Insurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tech-Cor,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN C. VERNEY

  	
   

  
	
   

  	
  Steven C. Verney

  
	
   

  	
  Treasurer

  



 


 


12
















Exhibit A


INVESTMENT SERVICES


 


A.            Appointment.
 This Exhibit A details the Services
to be provided by ALLLSTATE INVESTMENTS pursuant to the Investment Management
Agreement among ALLSTATE INVESTMENTS and certain Allstate Affiliates to which
this Exhibit A is attached.  For purposes
of this Exhibit A, the investment portfolio of each Allstate Affiliate will be
referred to as an Account


 


B.            ALLSTATE
INVESTMENTS as Agent.  ALLSTATE
INVESTMENTS shall be granted and exercise full investment discretion and
authority in buying, selling or otherwise disposing of or managing the
investment of the assets held in each Account and in the performance of the
services rendered hereunder, and shall do so as each Allstate Affiliate’s agent
only, subject to ALLSTATE INVESTMENTS’ adherence to the Policies and Investment
Guidelines.  Each Allstate Affiliate
hereby authorizes ALLSTATE INVESTMENTS to exercise all such powers with respect
to the assets of its respective Account as may be necessary or appropriate for
the performance by ALLSTATE INVESTMENTS of its obligations under the Agreement,
subject to the supervision of the Board of Directors of such Allstate affiliate
(the “Board”), and any limitations contained herein.


 


C.            Investment
Advisory Services.  In furtherance of
the foregoing, and in carrying out its obligations to manage the investment and
reinvestment of the assets in each Account, ALLSTATE INVESTMENTS shall, as
appropriate and consistent with the Investment Guidelines:


 


(a) perform research and obtain and evaluate such
information relating to the economics, industries, businesses, markets and new
investment structures, techniques, practices, and financial data as ALLSTATE
INVESTMENTS deems appropriate in the discharge of its duties under this
Agreement;  (b) consult with and furnish
to each Board recommendations with respect to overall investment strategies for
each respective Account;  (c) seek out
and implement specific investment opportunities, consistent with such overall
investment strategies approved by each Board, including making and carrying out
day-to-day decisions to acquire or dispose of permissible investments, managing
the investment of the assets of each Account, and providing or obtaining such
services as may be necessary in managing, acquiring or disposing of
investments; (d) regularly report to the Boards with respect to the
implementation of investment strategies and any other activities in connection
with management of each Account’s assets, including furnishing to each Board,
within 45 days after the end of each quarter, a report concerning investment
activity during the quarter; (e) maintain all required accounts, records,
memoranda, instructions or authorizations relating to the acquisition or
disposition of investments for each Account; (f) determine the securities to be
purchased or sold by each Account and place orders either directly with the
issuer, with any broker-dealer or underwriter that specializes in the
securities for which the order is made, or with any other broker or dealer that
ALLSTATE INVESTMENTS selects; and (g) perform the services hereunder in a
manner consistent with investment objectives and policies of 


 


 


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each Allstate Affiliate as detailed in the respective Investment Guidelines,
as amended from time to time, and in compliance, as appropriate,  with the applicable  provisions of the insurance laws and
regulations of each Allstate Affiliate’s domicile, as amended and any other
applicable laws.


 


D.            Allocation
of Brokerage.  ALLSTATE INVESTMENTS
is authorized in its sole discretion to select the brokers or dealers that will
execute the purchases and sales of securities for each Account.  In making such selection, ALLSTATE
INVESTMENTS shall use its best efforts to obtain for each Account the most
favorable net price and execution available taking into account all appropriate
factors, including price, dealer spread or commission, if any, and size and
difficulty of the transaction.  If, in the
judgment of ALLSTATE INVESTMENTS, an Allstate Affiliate would be benefited by
supplemental investment research, ALLSTATE INVESTMENTS is authorized, but not
obligated, to select brokers or dealers on the basis of research information,
materials, or services they could furnish to ALLSTATE INVESTMENTS for potential
use in supplementing ALLSTATE INVESTMENTS’ own information and in making
investment decisions for each Account. 
The expenses of ALLSTATE INVESTMENTS and the charges to an Allstate
Affiliate may not necessarily be reduced as a result of receipt of such
supplemental information.  Subject to the
above requirements, nothing shall prohibit ALLSTATE INVESTMENTS from selecting
brokers or dealers with which it or any Allstate Affiliate is affiliated.


 


E.             Service
to Other Clients.  Each Allstate
Affiliate acknowledges that ALLSTATE INVESTMENTS may perform services for
clients other than the Allstate Affiliates that are similar to the services to
be performed pursuant to this Agreement, and that ALLSTATE INVESTMENTS is free
to do so provided that its services pursuant to this Agreement are not in any
way impaired.  Each Allstate Affiliate
agrees that ALLSTATE INVESTMENTS may provide investment advice to any of its
other clients that may differ from advice given to such Allstate Affiliate, or
take action with respect to assets owned by it or its other clients that may
differ from the action taken with respect to any Account and/or assets held
therein, so long as ALLSTATE INVESTMENTS, to the extent reasonable and
practicable, allocates investment opportunities to each Account on a fair and
equitable basis relative to ALLSTATE INVESTMENTS’ other clients.  It is understood that ALLSTATE INVESTMENTS
shall have no obligation to purchase or sell, or to recommend for purchase or
sale for any Account, any security that ALLSTATE INVESTMENTS, its affiliates,
employees or agents may purchase or sell for its or their own accounts or for
the account of any other client, if, in the opinion of ALLSTATE INVESTMENTS,
such transaction or investment appears unsuitable, impractical or undesirable
for such Account.  It is agreed that
ALLSTATE INVESTMENTS may use any supplemental investment research obtained for
the benefit of an Allstate Affiliate in providing investment advice to its
other clients or its own accounts.  Conversely,
such supplemental information obtained by the placement of business for
ALLSTATE INVESTMENTS or other entities advised by ALLSTATE INVESTMENTS will be
considered by and may be useful to ALLSTATE INVESTMENTS in carrying out its
obligations to each Allstate Affiliate.


 


 


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F.             Allocation
of Trades.  It is acknowledged that
securities held by an Allstate Affiliate may also be held by separate
investment accounts or other funds for which ALLSTATE INVESTMENTS may act as a
manager.  If purchases or sales of
securities for an Allstate Affiliate or other entities for which ALLSTATE
INVESTMENTS acts as investment manager arise for consideration at or about the
same time, each such Allstate Affiliate agrees that ALLSTATE INVESTMENTS may
make transactions in such securities, insofar as feasible, for the respective
entities in a manner deemed equitable to all. 
To the extent that transactions on behalf of more than one client of
ALLSTATE INVESTMENTS during the same period may increase the demand for
securities being purchased or the supply of securities being sold, each
Allstate Affiliate recognizes that there may be an adverse effect on price.


 


It is agreed that, on occasions when ALLSTATE
INVESTMENTS deems the purchase or sale of a security to be in the best
interests of an Allstate Affiliate as well as other accounts or companies, it
may, to the extent permitted by applicable laws and regulations, but will not
be obligated to, aggregate the securities to be so sold or purchased for such
Allstate Affiliate with those to be sold or purchased for other accounts or
companies in order to obtain favorable execution and lower brokerage
commissions.  In that event, allocation
of the securities purchased or sold, as well as the expenses incurred in the
transaction, will be made by ALLSTATE INVESTMENTS in the manner it considers to
be most equitable and consistent with its obligations to such Allstate
Affiliate and to such other accounts or companies.  Each Allstate Affiliate recognizes that in
some cases this procedure may adversely affect the size of the position
obtainable for such Allstate Affiliate.


 


G.            Contracts;
Authorized Signatories.  ALLSTATE
INVESTMENTS shall have the full power, right and authority, as each Allstate
Affiliate’s agent, in accordance with this Agreement and the Investment
Guidelines, to negotiate, apply for, enter into, execute, deliver, amend,
modify and/or terminate legal documents of every kind and nature relating to or
required by the investment of the assets of each Account.   All such documents may be entered into in an
Allstate Affiliate’s name or in ALLSTATE INVESTMENTS’ name (as agent for such
Allstate Affiliate), as ALLSTATE INVESTMENTS shall determine, and all such
documents shall be legally binding on such Allstate Affiliate. Those certain
employees and officers of ALLSTATE INVESTMENTS who are authorized to execute
transactions and sign documentation pursuant to the Policies and Procedures
adopted pursuant to authorization of the ALLSTATE INVESTMENTS’ Board of
Directors, as they may be amended from time to time, shall also be authorized
to the same extent to execute transactions and sign documentation on behalf of
any Allstate Affiliate and/or ALLSTATE INVESTMENTS in connection with transactions
entered into on behalf of the assets of any Account pursuant to this Agreement.


 


H.            Compliance
with Legal Requirements.  ALLSTATE
INVESTMENTS shall make all reasonable efforts to comply with and cause to be
complied with all applicable laws, rules, and regulations of each Allstate
Affiliate’s domicile, and any federal, state or municipal authority governing
this Agreement, the services rendered 


 


 


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hereunder, each Account and the assets held therein.  Without limiting the foregoing, ALLSTATE
INVESTMENTS shall comply with all securities laws and other laws applicable to
the services provided under this Agreement.


 


I.              Transaction
Procedures.  The assets of each
Account are or will be held in custody by the bank custodian(s) appointed by
each Allstate Affiliate from time to time. 
ALLSTATE INVESTMENTS shall not act as custodian for the assets of any
Account and shall not, under any circumstances, have or be deemed to have
ownership, custody or physical control of any of the assets of any
Account.  ALLSTATE INVESTMENTS may,
however, issue instructions to, and communicate with, the bank custodian for
each Account as may be necessary and appropriate in connection with provision
of its services pursuant to this Agreement. 
At the option of ALLSTATE INVESTMENTS, instructions by ALLSTATE
INVESTMENTS to the bank custodian may be made orally or by computer, electronic
instruction systems or telecommunications terminals.  ALLSTATE INVESTMENTS will confirm that the
bank custodian has effected such instructions either by access to the bank’s
computerized identification system or by telephonic confirmation.  The bank custodian will confirm with ALLSTATE
INVESTMENTS receipt of trade instructions orally or by computer for the
Account.  ALLSTATE INVESTMENTS will
instruct all brokers, dealers and counterparties executing orders on behalf of
the assets of an Account to forward to ALLSTATE INVESTMENTS copies of all
confirmations.


 


.               J.             Recordkeeping.  ALLSTATE INVESTMENTS shall keep and maintain
an accurate and detailed accounting of each transaction concerning the assets
of each Account and of all receipts, disbursements, and other transactions
relating to the purchase and sale transactions arising hereunder.  ALLSTATE INVESTMENTS agrees to preserve such
records for the greater of (i) six years; (ii) the required period pursuant to
the insurance laws of an Allstate Affiliate’s domicile and related regulations;
or (iii) such other time period that an Allstate Affiliate may from time to
time request.  ALLSTATE INVESTMENTS
acknowledges that all such records shall be the property of each Allstate
Affiliate and shall be made available, within five (5) business days of receipt
of a written request, to an Allstate Affiliate, its accountants, auditors or
other representatives of the Allstate Affiliate for inspection and/or copying
(at such Allstate Affiliate’s expense) during regular business hours.  In addition, ALLSTATE INVESTMENTS shall
provide any materials, reasonably related to the investment advisory services
provided hereunder, as may be reasonably requested in writing by the directors
or officers of an Allstate Affiliate, or as may be required by any governmental
agency with jurisdiction hereunder.


 


ALLSTATE INVESTMENTS further agrees to prepare and
furnish to each Allstate Affiliate and to other persons designated by such
Allstate Affiliate, at such regular intervals and other times as may be
specified by such Allstate Affiliate from time to time (i) such balance sheets,
income and expense statements and other financial statements and reports, and
(ii) such other statements, reports and information, in each case regarding the
assets of its Account as such Allstate Affiliate shall from time to time
reasonably require.


 


 


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In the event of
termination of this Agreement for any reason, all such records or copies
thereof shall be returned promptly to the respective Allstate Affiliate, free
from any claim or retention of rights by ALLSTATE INVESTMENTS.


 


 


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