**Exhibit 10.1**

** **

** **

**Investment ManagementAgreement**

** **

**Among**

 

**ALLSTATE INVESTMENTS, LLC**

**And**

 

**ALLSTATE INSURANCE COMPANY**

**And**

 

**THE ALLSTATE CORPORATION**

**And**

 

**Certain Affiliates**

 

This Agreementmade and effective as of January 1, 2007, among ALLSTATE INVESTMENTS, LLC, aDelaware limited liability company (“ALLSTATE INVESTMENTS”), ALLSTATE INSURANCECOMPANY, 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 “AllstateAffiliates”).

 

W I T N E S S E T H:

 

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

 

NOW, THEREFORE, itis agreed as follows:

 

 

**ARTICLE1**

**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 conducted subject to and in accordance with theinvestment objectives, restrictions, and strategies set forth in the InvestmentPolicy and 

 

 

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Investment Plan(the “Policy”) adopted by the Board of Directors of each such AllstateAffiliate with respect to its respective investment portfolios, and inaccordance with such other limitations and guidelines as may be establishedfrom time to time for such portfolios by such Boards (such investmentobjectives, restrictions, strategies, limitations, and guidelines hereinreferred to collectively as the “Investment Guidelines”). ALLSTATE INVESTMENTShereby accepts such responsibility and agrees during such period to render theservices and to assume the obligations herein set forth, all as more fullydescribed in Exhibit A, attached hereto (the “Services”).  Each of the Allstate Affiliates may from timeto time reach agreement with ALLSTATE INVESTMENTS that only certain of thelisted Services will be provided.

 

1.2           Charges and Expenses.  Each Allstate Affiliate agrees to payALLSTATE INVESTMENTS a fee for the Services equal to ALLSTATE INVESTMENTS’fully burdened basis point charge for the management of such Allstate Affiliate’sportfolio.  The fully burdened basispoint charge is ALLSTATE INVESTMENTS’ actual cost of managing the portfolios inwhich such Allstate Affiliate invests, including the provision of alladministrative, reporting or other services required to manage the portfoliosand provide the Services.   To the extentany of ALLSTATE INVESTMENTS’ costs are determined by allocations from anyAllstate Affiliate, the allocation shall be made in accordance with the generalprovisions of the NAIC expense classification and allocation guidelinesapplicable to all inter-company allocations between Allstate and its insuranceaffiliates.   ALLSTATE INVESTMENTS shallmaintain and make available for review by any Allstate Affiliate, or anyregulator having jurisdiction over such Allstate Affiliate, documentationshowing the calculation of all such charges. Any Allstate Affiliate may requesta review of such charges for the Services and such review will occur promptlythereafter. All brokerage commissions and other direct transaction chargespayable to third parties shall be in addition to any fees payable to ALLSTATEINVESTMENTS for Services and may be paid on each Allstate Affiliate’s behalffrom the assets in  such entitiesportfolio or may be paid by ALLSTATE INVESTMENTS and reimbursed by suchAllstate Affiliate.

 

1.3           Payment.  ALLSTATE INVESTMENTS will charge eachAllstate Affiliate****for theServices via the monthly expense allocation process,****andpayments will be through the monthly intercompany settlement process. Theprocess will be completed by personnel of ALLSTATE INVESTMENTS and each of theAllstate Affiliates in the most timely and effective method available.

 

**ARTICLE2**

**MISCELLANEOUSPROVISIONS**

 

2.1           Previous Agreements.  Nothing in this Agreement shall be deemed toamend 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 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 thisAgreement shall not be interpreted to imply any obligation on the part ofALLSTATE INVESTMENTS to observe any standard of care other than as set forth inthis Section 2.3.

 

2.4           Books andRecords.  Upon reasonable notice, andduring normal business hours, each Allstate Affiliate shall be entitled to, atits own expense, inspect records that pertain to the computation of charges forthe Services.  ALLSTATE INVESTMENTS shallat all times maintain correct and complete books, records and accounts of allServices.  Each Allstate Affiliate shallhave unconditional right of ownership of any records prepared on its behalfunder this 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 persons performing duties hereunder atall times during the term of this agreement shall be under the supervision andcontrol of ALLSTATE INVESTMENTS, and shall not be deemed employees of anyAllstate Affiliate as a result of this Agreement and the Services providedhereunder. ALLSTATE INVESTMENTS shall have no power or authority to bind anyAllstate Affiliate or to assume or create an obligation or responsibility,express or implied, on behalf of any Allstate Affiliate, nor shall it representto anyone that it has such power or authority, except as expressly provided inthis 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 effect for oneyear and shall be automatically renewed for subsequent one-year terms unlesssooner terminated by either party pursuant to this Section 2.8.   ALLSTATE INVESTMENTS may terminate thisAgreement in its entirety, and each Allstate Affiliate may cancel itsparticipation in the arrangements under this Agreement, each by giving sixmonths written notice to the other parties to this Agreement; provided,however, that in the event that the affiliate 

 

 

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relationshipceases to exist with respect to any Affiliate, this Agreement shall terminateimmediately 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 WITNESSWHEREOF, the parties hereto have caused this Agreement to be signed as of theday 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 Servicesto be provided by ALLLSTATE INVESTMENTS pursuant to the Investment ManagementAgreement among ALLSTATE INVESTMENTS and certain Allstate Affiliates to whichthis Exhibit A is attached.  For purposesof this Exhibit A, the investment portfolio of each Allstate Affiliate will bereferred 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 Affiliatehereby authorizes ALLSTATE INVESTMENTS to exercise all such powers with respectto the assets of its respective Account as may be necessary or appropriate forthe 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.            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 ofinvestments; (d) regularly report to the Boards with respect to theimplementation of investment strategies and any other activities in connectionwith management of each Account’s assets, including furnishing to each Board,within 45 days after the end of each quarter, a report concerning investmentactivity during the quarter; (e) maintain all required accounts, records,memoranda, instructions or authorizations relating to the acquisition ordisposition of investments for each Account; (f) determine the securities to bepurchased or sold by each Account and place orders either directly with theissuer, with any broker-dealer or underwriter that specializes in thesecurities for which the order is made, or with any other broker or dealer thatALLSTATE INVESTMENTS selects; and (g) perform the services hereunder in amanner 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 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 such selection, ALLSTATEINVESTMENTS shall use its best efforts to obtain for each Account the mostfavorable net price and execution available taking into account all appropriatefactors, including price, dealer spread or commission, if any, and size anddifficulty of the transaction.  If, in thejudgment of ALLSTATE INVESTMENTS, an Allstate Affiliate would be benefited bysupplemental investment research, ALLSTATE INVESTMENTS is authorized, but notobligated, to select brokers or dealers on the basis of research information,materials, or services they could furnish to ALLSTATE INVESTMENTS for potentialuse in supplementing ALLSTATE INVESTMENTS’ own information and in makinginvestment decisions for each Account. The expenses of ALLSTATE INVESTMENTS and the charges to an AllstateAffiliate may not necessarily be reduced as a result of receipt of suchsupplemental information.  Subject to theabove requirements, nothing shall prohibit ALLSTATE INVESTMENTS from selectingbrokers or dealers with 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 Affiliateagrees that ALLSTATE INVESTMENTS may provide investment advice to any of itsother clients that may differ from advice given to such Allstate Affiliate, ortake action with respect to assets owned by it or its other clients that maydiffer from the action taken with respect to any Account and/or assets heldtherein, so long as ALLSTATE INVESTMENTS, to the extent reasonable andpracticable, allocates investment opportunities to each Account on a fair andequitable basis relative to ALLSTATE INVESTMENTS’ other clients.  It is understood that ALLSTATE INVESTMENTSshall have no obligation to purchase or sell, or to recommend for purchase orsale for any Account, any security that ALLSTATE INVESTMENTS, its affiliates,employees or agents may purchase or sell for its or their own accounts or forthe account of any other client, if, in the opinion of ALLSTATE INVESTMENTS,such transaction or investment appears unsuitable, impractical or undesirablefor such Account.  It is agreed thatALLSTATE INVESTMENTS may use any supplemental investment research obtained forthe benefit of an Allstate Affiliate in providing investment advice to itsother clients or its own accounts.  Conversely,such supplemental information obtained by the placement of business forALLSTATE INVESTMENTS 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 ofsecurities for an Allstate Affiliate or other entities for which ALLSTATEINVESTMENTS acts as investment manager arise for consideration at or about thesame time, each such Allstate Affiliate agrees that ALLSTATE INVESTMENTS maymake transactions in such securities, insofar as feasible, for the respectiveentities in a manner deemed equitable to all. To the extent that transactions on behalf of more than one client ofALLSTATE INVESTMENTS during the same period may increase the demand forsecurities being purchased or the supply of securities being sold, eachAllstate Affiliate recognizes 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, allocationof the securities purchased or sold, as well as the expenses incurred in thetransaction, will be made by ALLSTATE INVESTMENTS in the manner it considers tobe most equitable and consistent with its obligations to such AllstateAffiliate and to such other accounts or companies.  Each Allstate Affiliate recognizes that insome cases this procedure may adversely affect the size of the positionobtainable for such Allstate Affiliate.

 

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 documents may be entered into in anAllstate Affiliate’s name or in ALLSTATE INVESTMENTS’ name (as agent for suchAllstate Affiliate), as ALLSTATE INVESTMENTS shall determine, and all suchdocuments shall be legally binding on such Allstate Affiliate. Those certainemployees and officers of ALLSTATE INVESTMENTS who are authorized to executetransactions and sign documentation pursuant to the Policies and Proceduresadopted pursuant to authorization of the ALLSTATE INVESTMENTS’ Board ofDirectors, as they may be amended from time to time, shall also be authorizedto the same extent to execute transactions and sign documentation on behalf ofany Allstate Affiliate and/or ALLSTATE INVESTMENTS in connection with transactionsentered into on behalf of the assets of any Account 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 limiting the foregoing, ALLSTATEINVESTMENTS shall comply with all securities laws and other laws applicable tothe 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 act as custodian for the assets of anyAccount and shall not, under any circumstances, have or be deemed to haveownership, custody or physical control of any of the assets of anyAccount.  ALLSTATE INVESTMENTS may,however, issue instructions to, and communicate with, the bank custodian foreach Account as may be necessary and appropriate in connection with provisionof its services pursuant to this Agreement. At the option of ALLSTATE INVESTMENTS, instructions by ALLSTATEINVESTMENTS to the bank custodian may be made orally or by computer, electronicinstruction systems or telecommunications terminals.  ALLSTATE INVESTMENTS will confirm that thebank custodian has effected such instructions either by access to the bank’scomputerized identification system or by telephonic confirmation.  The bank custodian will confirm with ALLSTATEINVESTMENTS receipt of trade instructions orally or by computer for theAccount.  ALLSTATE INVESTMENTS willinstruct all brokers, dealers and counterparties executing orders on behalf ofthe assets of an Account to forward to ALLSTATE INVESTMENTS copies of allconfirmations.

 

.               J.             Recordkeeping.  ALLSTATE INVESTMENTS shall keep and maintainan accurate and detailed accounting of each transaction concerning the assetsof each Account and of all receipts, disbursements, and other transactionsrelating to the purchase and sale transactions arising hereunder.  ALLSTATE INVESTMENTS agrees to preserve suchrecords for the greater of (i) six years; (ii) the required period pursuant tothe insurance laws of an Allstate Affiliate’s domicile and related regulations;or (iii) such other time period that an Allstate Affiliate may from time totime 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.  In addition, ALLSTATE INVESTMENTS shallprovide any materials, reasonably related to the investment advisory servicesprovided hereunder, as may be reasonably requested in writing by the directorsor officers of an Allstate Affiliate, or as may be required by any governmentalagency 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 oftermination of this Agreement for any reason, all such records or copiesthereof shall be returned promptly to the respective Allstate Affiliate, freefrom any claim or retention of rights by ALLSTATE INVESTMENTS.

 

 

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