Exhibit 10.2


 


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

  	
   

  



 


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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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