EXHIBIT
10.1


 


Investment Management
Agreement


 


Between


 


ALLSTATE INVESTMENTS, LLC


 


And


 


ALIC REINSURANCE COMPANY


 


This Agreement made and effective as of  March 31, 2008, between ALLSTATE
INVESTMENTS, LLC, a Delaware limited liability company (“ALLSTATE INVESTMENTS”),
and ALIC REINSURANCE COMPANY, a special purpose financial captive insurance
company organized under the laws of the State of South Carolina (“ALIC Re”).


 


WITNESSETH:


 


WHEREAS, ALIC Re desires that ALLSTATE INVESTMENTS
furnish or cause to be furnished certain services and facilities; and


 


WHEREAS, ALLSTATE INVESTMENTS desires to furnish or
cause to be furnished certain services and facilities subject to the terms and
conditions hereinafter set forth;


 


NOW, THEREFORE, it is agreed as follows:


 


ARTICLE
1


INVESTMENT
MANAGEMENT SERVICES


 


1.1           Appointment.  ALIC Re hereby engages ALLSTATE INVESTMENTS
as the investment manager of the investment assets (the “Trust Assets”)
transferred by ALIC Re to The Bank of New York as Trustee (“Trustee”) under the
Trust Agreement dated as of July 1, 2005 (the “Trust Agreement”) and
grants ALLSTATE INVESTMENTS the power and authority to advise, manage, and
direct the investment and reinvestment of such assets for the period and on the
terms and conditions set forth herein. 
Such activities shall be conducted subject to and in accordance with the
investment objectives, restrictions, and strategies set forth in the Investment
Policy and Plan (the “Policy”) adopted by the Board of Directors of ALIC Re,
and in accordance with such other limitations and guidelines as may be
established from time to time for such assets by such Board (such investment
objectives, restrictions, strategies, limitations, and guidelines herein
referred to collectively as the “Investment Guidelines”); provided, however,
that the Policy and the Investment Guidelines shall in all events be in
accordance with the terms and conditions of the Trust Agreement.  ALLSTATE INVESTMENTS hereby 


 

















 


accepts such responsibility and agrees during such
period to render the services and to assume the obligations herein set forth,
all as more fully described in Exhibit A, attached hereto (the “Services”).  ALIC Re may from time to time reach agreement
with ALLSTATE INVESTMENTS that only certain of the listed Services will be
provided.


 


1.2           Charges
and Expenses.  ALIC Re agrees to pay
ALLSTATE INVESTMENTS a fee for the Services equal to ALLSTATE INVESTMENTS’
actual cost of managing the Trust Assets, including the provision of all
administrative, reporting or other services required to manage such assets and
provide the Services.   To the extent any
of ALLSTATE INVESTMENTS’ costs are determined by allocations from ALIC Re, the
allocation shall be made in accordance with the general provisions of the NAIC
expense classification and allocation guidelines applicable to all
inter-company allocations among The Allstate Corporation and its insurance
affiliates.   All brokerage commissions
and other direct transaction charges payable to third parties shall be in
addition to any fees payable to ALLSTATE INVESTMENTS for Services and may be
paid from the Trust Assets or may be paid by ALLSTATE INVESTMENTS and
reimbursed by ALIC Re.


 


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


 


ARTICLE
2


MISCELLANEOUS
PROVISIONS


 


2.1           Scope of Services.  The scope of, and the manner in which,
ALLSTATE INVESTMENTS provides the Services to ALIC Re shall be reviewed
periodically by ALLSTATE INVESTMENTS and ALIC Re.


 


2.2           Standard of Performance.  ALLSTATE INVESTMENTS shall discharge its duties
hereunder at all times in good faith and with that degree of prudence,
diligence, care and skill which a prudent person rendering services as an
institutional investment manager would exercise under similar circumstances.  The provisions of this Agreement shall not be
interpreted to imply any obligation on the part of ALLSTATE INVESTMENTS to
observe any standard of care other than as set forth in this Section 2.2.


 


2.3           Books and Records.  Upon reasonable notice, and during normal
business hours, ALIC Re shall be entitled to, at its own expense, inspect
records that pertain to the computation of charges for the Services.  ALLSTATE INVESTMENTS shall at all times
maintain correct and complete books, records and accounts of all Services.  ALIC Re shall have unconditional right of
ownership of any records prepared on its behalf under this Agreement.  ALLSTATE INVESTMENTS shall maintain and make
available for review by any regulator having jurisdiction over ALIC Re, documentation
showing the calculation of all such charges. 
ALIC Re may request a review of such charges for the 


 


 


2

















 


Services and such review
will occur promptly thereafter.


 


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


 


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


 


2.6           Assignment.  ALLSTATE INVESTMENTS shall not assign its
obligations or rights under this Agreement without the written consent of ALIC
Re.


 


2.7           Term,
Termination.  This Agreement shall
remain in effect for one year and shall be automatically renewed for subsequent
one-year terms unless sooner terminated by either party pursuant to this Section 2.7.  ALLSTATE INVESTMENTS may terminate this
Agreement in its entirety, and ALIC Re may cancel its participation in the
arrangements under this Agreement, each by giving six months written notice to
the other party to this Agreement; provided, however, that in the event that
ALIC Re ceases to be an affiliate of ALLSTATE INVESTMENTS, this Agreement shall
terminate immediately.


 


2.8           Notices.  All communications provided for hereunder
shall be in writing, and if to ALIC Re, mailed or delivered to ALIC Re at its
office at the address listed in ALIC Re’s Statutory Annual Statement Blank,
Attention: Secretary or addressed to any party at the address such party may
hereafter designate by written notice to the other parties.


 


2.9           Counterpart Signatures. This
Agreement may be executed by the parties hereto in any number of counterparts,
and by each of the parties hereto in separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.


 


 


3

















 


 


 


IN WITNESS WHEREOF, the parties hereto have signed
this Agreement.


 


	
   

  	
  Allstate Investments, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary J. McGinn

  
	
   

  	
  Name:

  	
  Mary
  J. McGinn

  
	
   

  	
  Title:

  	
  Vice
  President, General Counsel  and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  December 17,
  2008

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ALIC Reinsurance Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel H. Pilch

  
	
   

  	
  Name:

  	
  Samuel H. Pilch

  
	
   

  	
  Title:

  	
  Group Vice
  President and Controller

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  December 18,
  2008

  
							



 


 


4

















 


 


 


Exhibit A


INVESTMENT SERVICES


 


A.            Appointment.  This Exhibit A details the Services to be
provided by ALLSTATE INVESTMENTS pursuant to the Investment Management
Agreement between ALLSTATE INVESTMENTS and ALIC Re to which this Exhibit A
is attached.  For purposes of this Exhibit A,
the trust account created under the Trust Agreement will be referred to as the “Account”.


 


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


 


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


 


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


 


 


A-1

















 


 


with
the applicable provisions of the insurance laws and regulations of ALIC Re’s
domicile, as amended, and any other applicable laws.


 


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


 


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


 


F.             Allocation of Trades.  It is acknowledged that securities held in
the Account may also be held by separate investment accounts or other funds for
which 


 


 


A-2

















 


 


ALLSTATE INVESTMENTS may
act as a manager.  If purchases or sales
of securities for ALIC Re or other entities for which ALLSTATE INVESTMENTS acts
as investment manager arise for consideration at or about the same time, ALIC
Re agrees that ALLSTATE INVESTMENTS may make transactions in such securities,
insofar as feasible, for the respective entities in a manner deemed equitable
to all.  To the extent that transactions on
behalf of more than one client of ALLSTATE INVESTMENTS during the same period
may increase the demand for securities being purchased or the supply of
securities being sold, ALIC Re recognizes that there may be an adverse effect
on price.


 


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


 


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


 


H.            Compliance with Legal Requirements.  ALLSTATE INVESTMENTS shall make all reasonable
efforts to comply with and cause to be complied with all applicable laws,
rules, and regulations of ALIC Re’s domicile, and any federal, state or
municipal authority governing this Agreement, the services rendered hereunder,
the Account and the assets held therein. 
Without limiting the foregoing, ALLSTATE INVESTMENTS shall comply with
all securities laws and other laws applicable to the services provided under
this Agreement.


 


I.              Transaction Procedures.  The Trust Assets are or will be held in trust
by 


 


 


A-3

















 


 


the
Trustee pursuant to the Trust Agreement. 
ALLSTATE INVESTMENTS shall not act as trustee or custodian of the Trust
Assets and shall not, under any circumstances, have or be deemed to have ownership,
custody or physical control of any of the Trust Assets.  ALLSTATE INVESTMENTS may, however, issue
instructions to, and communicate with, the Trustee for the Account as may be
necessary and appropriate in connection with provision of its services pursuant
to this Agreement.  At the option of
ALLSTATE INVESTMENTS, instructions by ALLSTATE INVESTMENTS to the Trustee may
be made orally or by computer, electronic instruction systems or
telecommunications terminals.  ALLSTATE
INVESTMENTS will confirm that the Trustee has effected such instructions either
by access to the Trustee’s computerized identification system or by telephonic
confirmation.  The Trustee will confirm
with ALLSTATE INVESTMENTS receipt of trade instructions orally or by computer
for the Account.  ALLSTATE INVESTMENTS
will instruct all brokers, dealers and counterparties executing orders with
respect to the Trust Assets to forward to ALLSTATE INVESTMENTS copies of all
confirmations.


 


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


 


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


 


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


 


 


 


 


A-4