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EXHIBIT 9(ee)
[ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK LETTERHEAD]
October 1, 1996
AIM Variable Insurance Funds, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Board of Directors
RE: PARTICIPATION AGREEMENT AMONG AIM VARIABLE
INSURANCE FUNDS, INC., A I M DISTRIBUTORS, INC.,
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK AND
ALLSTATE LIFE FINANCIAL SERVICES, INC.
Gentlemen:
The purpose of this letter is to set forth our understanding of certain
provisions of the Participation Agreement referenced above (the "Agreement")
that relate to compliance with the conditions of the order issued by the
Securities and Exchange Commission permitting AVIF to be used for "mixed and
shared funding," as described further in the Agreement. All capitalized terms
used herein shall have the meaning ascribed to them in the Agreement.
By way of background, we understand that the provisions referred to above
derive from the conditions that the SEC has traditionally imposed in granting
such orders. The SEC has articulated its conditions in general language, without
specifying the methodology that the Commission would find sufficient for the
parties to a participation agreement to follow in order to be deemed to meet the
conditions. We further understand that during the application process for the
Mixed and Shared Funding exemptive order, neither the SEC nor its staff
expressed a view regarding the specific manner by which Participating Insurance
Companies could satisfy these conditions.
In particular, it is difficult to discern, from the general language of the
SEC's conditions, the extent to which, and the specific manner by which, the SEC
would expect a Participating Insurance Company, such as Allstate Life of New
York ("ALNY"), to monitor other participating insurance companies with respect
to the actions and developments described in Sections 5.3 and 10 of the
Agreement. Similarly, it is difficult to discern the specific manner by which
the SEC would expect an underlying mutual fund, such as AVIF, to discharge its
obligations regarding individual Participating Insurance Companies with respect
to such actions and developments.
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October 1, 1996
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Given this background, we believe that it is advisable to set forth our
understanding concerning Sections 5.3 and 10 of the Agreement, which are
intended to reflect conditions imposed by the SEC.
With reference to Section 5.3 of the Agreement, it is understood and agreed
that such provision is intended to require ALNY to monitor only itself, and not
any other Participating Insurance Companies, with respect to the actions and
developments described in Section 5.3
Pursuant to Section 10 of the Agreement, which requires ALNY to be
responsible for assuring that each of its Accounts holding Shares calculates
voting privileges in a manner consistent with that of other Participating
Insurance Companies or in the manner required by any Mixed and Shared Funding
exemptive order that AVIF may obtain in the future, we agree to follow the
procedures for calculating voting privileges previously provided on behalf of
our affiliate, Glenbrook Life and Annuity Company. You agree to cause AIM to
review our procedures and to notify us whether our procedures are consistent
with procedures being used by other Participating Insurance Companies investing
in AVIF. Until we are notified in writing by you or by AIM of an inconsistency
between our procedures and the procedures being used by other Participating
Insurance Companies, we shall assume that our procedures are consistent with
procedures used by Participating Insurance Companies, and we shall have no
affirmative obligation to contact any such Participating Insurance Companies and
verify directly with them their procedures for calculating voting privileges.
If this letter agreement is consistent with your understanding of these
matters, kindly sign below and return a signed copy to us. This letter agreement
may be executed in two or more counterparts, each of which taken together shall
constitute one and the same instrument.
Very truly yours,
Allstate Life Insurance Company Allstate Life Financial Services, Inc.
of New York
By: /s/ XXXX XXXXXX By: /s/ XXXX X. XXXXXXX
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Name: XXXX XXXXXX Name: Xxxx X. Xxxxxxx
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Title: AVP Title: General Counsel
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Acknowledged and Agreed:
AIM Variable Insurance Funds, Inc.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
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Title: President
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