**Exhibit 10.2**

** **

**InvestmentManagement 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 ALLSTATEINVESTMENTS, LLC, a Delaware limited liability company (“ALLSTATE INVESTMENTS”),ALLSTATE INSURANCE COMPANY, an Illinois insurance company (“Allstate”), THEALLSTATE CORPORATION, a Delaware corporation and parent of Allstate andALLSTATE INVESTMENTS (“Allcorp”), and those additional subsidiaries of Allcorpwhose signatures appear below (individually an “Affiliate” and collectivelywith Allstate and Allcorp, the “Allstate Affiliates”).

 

W I T N E S S E T H:

 

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

 

NOW, THEREFORE, it is agreed as follows:

 

**ARTICLE 1**

**INVESTMENTMANAGEMENT SERVICES**

 

1.1           Appointment.  Each Allstate Affiliate hereby engagesALLSTATE INVESTMENTS as the investment manager of its investment assets andgrants ALLSTATE INVESTMENTS the power and authority to advise, manage, anddirect the investment and reinvestment of such assets for the period and on theterms and conditions set forth herein. Such activities shall be conductedsubject to and in accordance with the investment objectives, restrictions, andstrategies set forth in the Investment Policy and 

 

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

 

1.2           Charges andExpenses.  Each Allstate Affiliateagrees to pay ALLSTATE INVESTMENTS a fee for the Services equal to ALLSTATEINVESTMENTS’ fully burdened basis point charge for the management of suchAllstate Affiliate’s portfolio. The fully burdened basis point charge isALLSTATE INVESTMENTS’ actual cost of managing the portfolios in which suchAllstate Affiliate invests, including the provision of all administrative,reporting or other services required to manage the portfolios and provide theServices. To the extent any of ALLSTATE INVESTMENTS’ costs are determined byallocations from any Allstate Affiliate, the allocation shall be made inaccordance with the general provisions of the NAIC expense classification andallocation guidelines applicable to all inter-company allocations betweenAllstate and its insurance affiliates. ALLSTATE INVESTMENTS shall maintain andmake available for review by any Allstate Affiliate, or any regulator havingjurisdiction over such Allstate Affiliate, documentation showing thecalculation of all such charges. Any Allstate Affiliate may request a review ofsuch charges for the Services and such review will occur promptly thereafter.All brokerage commissions and other direct transaction charges payable to thirdparties shall be in addition to any fees payable to ALLSTATE INVESTMENTS forServices and may be paid on each Allstate Affiliate’s behalf from the assetsin  such entities portfolio or may bepaid by ALLSTATE INVESTMENTS and reimbursed by such Allstate Affiliate.

 

1.3           Payment.  ALLSTATE INVESTMENTS will charge each AllstateAffiliate****for the Services via the monthly expenseallocation process,****and paymentswill be through the monthly intercompany settlement process. The process willbe completed by personnel of ALLSTATE INVESTMENTS and each of the AllstateAffiliates in the most timely and effective method available.

 

**ARTICLE 2**

**MISCELLANEOUSPROVISIONS**

 

2.1           PreviousAgreements.  Nothing in thisAgreement shall be deemed to amend any previously executed agreement betweenthe parties.

 

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

 

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2.3           Standard ofPerformance.  ALLSTATE INVESTMENTSshall discharge its duties hereunder at all times in good faith and with thatdegree of prudence, diligence, care and skill which a prudent person renderingservices as an institutional investment manager would exercise under similarcircumstances. The provisions of this Agreement shall not be interpreted toimply any obligation on the part of ALLSTATE INVESTMENTS to observe anystandard of care other than as set forth in this Section 2.3.

 

2.4           Books and Records.  Upon reasonable notice, and duringnormal business hours, each Allstate Affiliate shall be entitled to, at its ownexpense, inspect records that pertain to the computation of charges for theServices. ALLSTATE INVESTMENTS shall at all times maintain correct and completebooks, records and accounts of all Services. Each Allstate Affiliate shall haveunconditional right of ownership of any records prepared on its behalf underthis Agreement.

 

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

 

2.6           IndependentContractor.  ALLSTATE INVESTMENTSshall for all purposes be deemed to be an independent contractor. All personsperforming duties hereunder at all times during the term of this agreementshall be under the supervision and control of ALLSTATE INVESTMENTS, and shallnot be deemed employees of any Allstate Affiliate as a result of this Agreementand the Services provided hereunder. ALLSTATE INVESTMENTS shall have no poweror authority to bind any Allstate Affiliate or to assume or create anobligation or responsibility, express or implied, on behalf of any AllstateAffiliate, nor shall it represent to anyone that it has such power orauthority, except as expressly provided in this Agreement. Nothing in thisAgreement 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 itsobligations or rights under this Agreement without the written consent of eachAllstate Affiliate.

 

2.8           Term, Termination.  This Agreement shall remain in effectfor one year and shall be automatically renewed for subsequent one-year termsunless sooner terminated by either party pursuant to this Section 2.8. ALLSTATEINVESTMENTS may terminate this Agreement in its entirety, and each AllstateAffiliate may cancel its participation in the arrangements under thisAgreement, each by giving six months written notice to the other parties tothis Agreement; provided, however, that in the event that the affiliate 

 

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

 

2.9           Notices.  All communications provided for hereundershall be in writing, and if to an Allstate Affiliate, mailed or delivered tosuch Allstate Affiliate at its office at the address listed in such Affiliate’sStatutory Annual Statement Blank, Attention: Secretary, or if to an entity notfiling a statutory Annual Statement Blank, mailed or delivered to its office at3075 Sanders Road, Northbrook, Illinois 60062, Attention: Controller, oraddressed to any party at the address such party may hereafter designate bywritten notice to the other parties.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to besigned 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 |

 

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|   | **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                                    |   |

 

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|   | **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                                        |   |

 

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|   | **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                                                         |   |

 

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|   | **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                                                         |   |

 

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|   | **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                                         |   |

 

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|   | **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                                          |   |

 

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|   | **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 tobe provided by ALLLSTATE INVESTMENTS pursuant to the Investment ManagementAgreement among ALLSTATE INVESTMENTS and certain Allstate Affiliates to whichthis Exhibit A is attached. For purposes of this Exhibit A, the investmentportfolio of each Allstate Affiliate will be referred to as an Account

 

B.            ALLSTATEINVESTMENTS as Agent.  ALLSTATEINVESTMENTS shall be granted and exercise full investment discretion andauthority in buying, selling or otherwise disposing of or managing theinvestment of the assets held in each Account and in the performance of theservices rendered hereunder, and shall do so as each Allstate Affiliate’s agentonly, subject to ALLSTATE INVESTMENTS’ adherence to the Policies and InvestmentGuidelines. Each Allstate Affiliate hereby authorizes ALLSTATE INVESTMENTS toexercise all such powers with respect to the assets of its respective Accountas may be necessary or appropriate for the performance by ALLSTATE INVESTMENTSof its obligations under the Agreement, subject to the supervision of the Boardof Directors of such Allstate affiliate (the “Board”), and any limitationscontained herein.

 

C.            InvestmentAdvisory Services.  In furtherance ofthe foregoing, and in carrying out its obligations to manage the investment andreinvestment of the assets in each Account, ALLSTATE INVESTMENTS shall, asappropriate and consistent with the Investment Guidelines:

 

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

 

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each Allstate Affiliate as detailed in the respective InvestmentGuidelines, as amended from time to time, and in compliance, asappropriate,  with the applicable  provisions of the insurance laws andregulations of each Allstate Affiliate’s domicile, as amended and any otherapplicable laws.

 

D.            Allocationof Brokerage.  ALLSTATE INVESTMENTSis authorized in its sole discretion to select the brokers or dealers that willexecute the purchases and sales of securities for each Account. In making suchselection, ALLSTATE INVESTMENTS shall use its best efforts to obtain for eachAccount the most favorable net price and execution available taking intoaccount all appropriate factors, including price, dealer spread or commission,if any, and size and difficulty of the transaction. If, in the judgment ofALLSTATE INVESTMENTS, an Allstate Affiliate would be benefited by supplementalinvestment research, ALLSTATE INVESTMENTS is authorized, but not obligated, toselect brokers or dealers on the basis of research information, materials, orservices they could furnish to ALLSTATE INVESTMENTS for potential use insupplementing ALLSTATE INVESTMENTS’ own information and in making investmentdecisions for each Account. The expenses of ALLSTATE INVESTMENTS and thecharges to an Allstate Affiliate may not necessarily be reduced as a result ofreceipt of such supplemental information. Subject to the above requirements,nothing shall prohibit ALLSTATE INVESTMENTS from selecting brokers or dealerswith which it or any Allstate Affiliate is affiliated.

 

E.             Serviceto Other Clients.  Each AllstateAffiliate acknowledges that ALLSTATE INVESTMENTS may perform services forclients other than the Allstate Affiliates that are similar to the services tobe performed pursuant to this Agreement, and that ALLSTATE INVESTMENTS is freeto do so provided that its services pursuant to this Agreement are not in anyway impaired. Each Allstate Affiliate agrees that ALLSTATE INVESTMENTS mayprovide investment advice to any of its other clients that may differ fromadvice given to such Allstate Affiliate, or take action with respect to assets ownedby it or its other clients that may differ from the action taken with respectto any Account and/or assets held therein, so long as ALLSTATE INVESTMENTS, tothe extent reasonable and practicable, allocates investment opportunities toeach Account on a fair and equitable basis relative to ALLSTATE INVESTMENTS’other clients. It is understood that ALLSTATE INVESTMENTS shall have noobligation to purchase or sell, or to recommend for purchase or sale for anyAccount, any security that ALLSTATE INVESTMENTS, its affiliates, employees oragents may purchase or sell for its or their own accounts or for the account ofany other client, if, in the opinion of ALLSTATE INVESTMENTS, such transactionor investment appears unsuitable, impractical or undesirable for such Account. Itis agreed that ALLSTATE INVESTMENTS may use any supplemental investmentresearch obtained for the benefit of an Allstate Affiliate in providinginvestment advice to its other clients or its own accounts. Conversely, suchsupplemental information obtained by the placement of business for ALLSTATEINVESTMENTS or other entities advised by ALLSTATE INVESTMENTS will beconsidered by and may be useful to ALLSTATE INVESTMENTS in carrying out itsobligations to each Allstate Affiliate.

 

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F.             Allocationof Trades.  It is acknowledged thatsecurities held by an Allstate Affiliate may also be held by separateinvestment accounts or other funds for which ALLSTATE INVESTMENTS may act as amanager. If purchases or sales of securities for an Allstate Affiliate or otherentities for which ALLSTATE INVESTMENTS acts as investment manager arise forconsideration at or about the same time, each such Allstate Affiliate agreesthat ALLSTATE INVESTMENTS may make transactions in such securities, insofar asfeasible, for the respective entities in a manner deemed equitable to all. Tothe extent that transactions on behalf of more than one client of ALLSTATEINVESTMENTS during the same period may increase the demand for securities beingpurchased or the supply of securities being sold, each Allstate Affiliaterecognizes that there may be an adverse effect on price.

 

It is agreed that, on occasions when ALLSTATEINVESTMENTS deems the purchase or sale of a security to be in the bestinterests of an Allstate Affiliate as well as other accounts or companies, itmay, to the extent permitted by applicable laws and regulations, but will notbe obligated to, aggregate the securities to be so sold or purchased for suchAllstate Affiliate with those to be sold or purchased for other accounts orcompanies in order to obtain favorable execution and lower brokeragecommissions. In that event, allocation of the securities purchased or sold, aswell as the expenses incurred in the transaction, will be made by ALLSTATEINVESTMENTS in the manner it considers to be most equitable and consistent withits obligations to such Allstate Affiliate and to such other accounts orcompanies. Each Allstate Affiliate recognizes that in some cases this proceduremay adversely affect the size of the position obtainable for such AllstateAffiliate.

 

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

 

H.            Compliancewith Legal Requirements.  ALLSTATEINVESTMENTS shall make all reasonable efforts to comply with and cause to becomplied with all applicable laws, rules, and regulations of each AllstateAffiliate’s domicile, and any federal, state or municipal authority governingthis Agreement, the services rendered 

 

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

 

I.              TransactionProcedures.  The assets of eachAccount are or will be held in custody by the bank custodian(s) appointed byeach Allstate Affiliate from time to time. ALLSTATE INVESTMENTS shall not actas custodian for the assets of any Account and shall not, under anycircumstances, have or be deemed to have ownership, custody or physical controlof any of the assets of any Account. ALLSTATE INVESTMENTS may, however, issueinstructions to, and communicate with, the bank custodian for each Account asmay be necessary and appropriate in connection with provision of its servicespursuant to this Agreement. At the option of ALLSTATE INVESTMENTS, instructionsby ALLSTATE INVESTMENTS to the bank custodian may be made orally or bycomputer, electronic instruction systems or telecommunications terminals. ALLSTATEINVESTMENTS will confirm that the bank custodian has effected such instructionseither by access to the bank’s computerized identification system or bytelephonic confirmation. The bank custodian will confirm with ALLSTATEINVESTMENTS receipt of trade instructions orally or by computer for the Account.ALLSTATE INVESTMENTS will instruct all brokers, dealers and counterpartiesexecuting orders on behalf of the assets of an Account to forward to ALLSTATEINVESTMENTS copies of all confirmations.

 

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

 

ALLSTATE INVESTMENTS further agrees to prepare andfurnish to each Allstate Affiliate and to other persons designated by suchAllstate Affiliate, at such regular intervals and other times as may bespecified 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 theassets of its Account as such Allstate Affiliate shall from time to timereasonably require.

 

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

 

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