EXHIBIT 10.2
SERVICE AND EXPENSE AGREEMENT
AMONG
ALLSTATE INSURANCE COMPANY
AND
THE ALLSTATE CORPORATION
AND
CERTAIN INSURANCE SUBSIDIARIES
This Agreement made and effective as of this 1st day of January, 1999, among
ALLSTATE INSURANCE COMPANY, an Illinois insurance company ("Allstate"), THE
ALLSTATE CORPORATION, a Delaware corporation and parent of Allstate ("Allcorp"),
and Certain Insurance Subsidiaries identified as follows: ALLSTATE COUNTY MUTUAL
INSURANCE COMPANY, a Texas county mutual insurance company, ALLSTATE TEXAS
LLOYD'S, a Texas Lloyds plan insurer, LINCOLN BENEFIT LIFE COMPANY, a Nebraska
insurance company, SURETY LIFE INSURANCE COMPANY, a Nebraska insurance company,
ALLSTATE INDEMNITY COMPANY, an Illinois insurance company, ALLSTATE PROPERTY AND
CASUALTY INSURANCE COMPANY, an Illinois insurance company, DEERBOOK INSURANCE
COMPANY, an Illinois insurance company, FORESTVIEW MORTGAGE INSURANCE COMPANY, a
California insurance company, ALLSTATE LIFE INSURANCE COMPANY, an Illinois
insurance company, NORTHBROOK LIFE INSURANCE COMPANY, an Arizona insurance
company, GLENBROOK LIFE AND ANNUITY COMPANY, an Arizona insurance company,
ALLSTATE FLORIDIAN INDEMNITY COMPANY, an Illinois insurance company, ALLSTATE
FLORIDIAN INSURANCE COMPANY, an Illinois insurance company, ALLSTATE NEW JERSEY
INSURANCE COMPANY, an Illinois insurance company, AMERICAN SURETY & CASUALTY
COMPANY, a Florida insurance company, CHARTER NATIONAL LIFE INSURANCE COMPANY,
an Illinois insurance company, AMERICAN HERITAGE LIFE INSURANCE COMPANY, a
Florida insurance company, FIRST COLONIAL REINSURANCE COMPANY, a Florida
insurance company, COLUMBIA UNIVERSAL LIFE INSURANCE COMPANY, a Texas insurance
company, KEYSTONE STATE LIFE INSURANCE COMPANY, a Pennsylvania insurance
company, CONCORD HERITAGE LIFE INSURANCE COMPANY, INC., a New Hampshire
insurance company, and AHL SELECT HMO, INCORPORATED, a Florida insurance
company. For purposes of this agreement, the Insurance Subsidiaries shall be
referred to herein, individually as "Affiliate" and collectively as
"Affiliates."
W I T N E S S E T H:
WHEREAS, Allcorp and each Affiliate desire that Allstate furnish or cause to be
furnished to them certain services and facilities.
NOW, THEREFORE, it is agreed as follows:
1. Allstate shall furnish or cause to be furnished, at cost and in the same
manner as such services and facilities are furnished to its other
affiliates, (a.) to each Affiliate that is a property and casualty insurer,
services and facilities listed on Exhibit A; (b.) to each Affiliate that is
a life insurer, services and facilities listed on Exhibit B; (c.) to
ALLCORP such services and facilities as are required; and (d) to Allcorp
and each Affiliate the investment services as described in Exhibit E, each
attached hereto. Allstate and any Affiliate may from time to time agree
that only certain of the listed services and facilities will be provided by
Allstate.
2. Costs are defined as Allstate's actual costs and expenses incurred which
are attributable to the services and facilities provided under this
Agreement, such as: salaries and benefits; space rental; overhead expenses
which may include items such as electricity, heat, and water; building
maintenance services; furniture and other office equipment; supplies and
special equipment such as reference libraries, electronic data processing
equipment and the like.
3. Allocations for the above services and facilities shall be made by Allstate
in accordance with the general provisions contained in Exhibits A through
E. Exhibits A and B are based upon NAIC expense classification and
allocation guidelines. In the event such guidelines are amended, Exhibits A
and B shall be deemed amended to conform thereto. Allstate will exercise
reasonable judgment in appropriately revising these Exhibits, maintain
proper documentation for revisions and communicate changes in allocation
requirements to affected Affiliates or Allcorp parties in a timely manner.
Exhibit C provides a narrative overview of the expense management process
and Exhibit D provides certain definitions used throughout.
4. Notwithstanding anything contained in this Agreement to the contrary, the
amount charged to any Affiliate or Allcorp shall not exceed the cost to
Allstate. Allstate will exercise reasonable judgement in periodically
reviewing the expenses incurred and the percentage thereof allocated. Any
Affiliate or Allcorp may request a review of such expenses and their
allocation and such review will occur promptly thereafter.
5. Allstate will charge Allcorp and each Affiliate for all the services and
facilities provided pursuant to this Agreement via the monthly expense
allocation process, and payments will be through the monthly intercompany
settlement process. The process will be completed by Allstate personnel in
the most timely and effective method available.
6. Allstate shall maintain such records as may be required relating to the
accounting system of Allstate, Allcorp and its Affiliates. Each Affiliate
and Allcorp understand and accept the financial records generated by this
system which utilizes the concepts detailed in the addenda attached to
Exhibits A and B, respectively.
7. Upon reasonable notice, and during normal business hours, each Affiliate
and Allcorp shall be entitled to, at its own expense, inspect records which
pertain to the computation of charges for the facilities or services
provided pursuant to this Agreement. Allstate shall at all times maintain
correct and complete books, records and accounts of all services and
facilities furnished pursuant to this Agreement.
Each Affiliate and Allcorp shall have unconditional right of ownership of
any records prepared on its behalf under this Agreement.
8. Certain agreements relating to reinsurance and other service and expense
sharing exist by and among Allstate and certain of its Affiliates. Except
for those Agreements listed on Exhibit F, nothing in this Agreement shall
be deemed to amend any such previously executed agreement between the
parties.
9. Allstate employees performing duties hereunder at all times during the term
of this Agreement shall be in the employment, under the supervision and
control of Allstate and shall not be deemed employees of ALLCORP or any
Affiliate.
10. The scope of, and the manner in which, Allstate provides facilities and
services to Allcorp and the Affiliates shall be reviewed periodically by
Allstate, Allcorp and each Affiliate. All services and facilities shall be
of good quality and suitable for the purpose for which they are intended.
11. Allstate shall not assign its obligations or rights under this Agreement
without the written consent of each Affiliate and Allcorp. Allstate may
terminate this Agreement in its entirety, and Allcorp or any Affiliate may
cancel its participation in the arrangements under this Agreement, each by
giving six months written notice to the other parties to this Agreement;
provided, however, that in the event that the affiliate relationship ceases
to exist with respect to any Affiliate, this Agreement shall terminate
immediately with respect to such Affiliate. Under no circumstances will the
initial term of this Agreement exceed five (5) years.
12. All communications provided for hereunder shall be in writing, and if to an
Affiliate, mailed or delivered to such Affiliate at its office at the
address listed in such Affiliate's Statutory Annual Statement Blank,
Attention: Secretary, or if to Allcorp or Allstate, mailed or delivered to
its office at 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention:
Controller, or addressed to any party at the address such party may
hereafter designate by written notice to the other parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
as of the day and year above written.
ALLSTATE INSURANCE COMPANY
By_________________________________
Xxxxxx X. Xxxxx
Vice President and Controller
ALLSTATE COUNTY MUTUAL
INSURANCE COMPANY
By_________________________________
Xxxxx X. Xxxx
Vice President and Treasurer
ALLSTATE TEXAS LLOYDS
By_________________________________
Xxxxx X. Xxxx
Vice President and Controller
LINCOLN BENEFIT LIFE COMPANY
By_________________________________
Xxxxx X. Xxxxxxxxx
Vice President and Controller
SURETY LIFE INSURANCE COMPANY
By_________________________________
Xxxxx X. Xxxxxxxxx
Vice President and Controller
ALLSTATE INDEMNITY COMPANY
By_________________________________
Xxxx X. Xxxxxx
President
ALLSTATE PROPERTY AND CASUALTY
INSURANCE COMPANY
By_________________________________
Xxxxxxx X. Xxxxx
President
DEERBROOK INSURANCE COMPANY
By_________________________________
Xxxx X. Xxxxxx
President
FORESTVIEW MORTGAGE INSURANCE
COMPANY
By_________________________________
Xxxxxx X. Xxxxxx, XX
President and Chief Executive Officer
ALLSTATE LIFE INSURANCE COMPANY
By_________________________________
Xxxxx X. Xxxxxx
Vice President
NORTHBROOK LIFE INSURANCE COMPANY
By_________________________________
Xxxxx X. Xxxxxx
Vice President
GLENBROOK LIFE AND ANNUITY COMPANY
By_________________________________
Xxxxx X. Xxxxxx
Vice President
THE ALLSTATE CORPORATION
By_________________________________
Xxxxx X. Xxxx
Treasurer
ALLSTATE FLORIDIAN INDEMNITY COMPANY
By_________________________________
Xxxxxx X. XxXxxx
President
ALLSTATE FLORIDIAN INSURANCE COMPANY
By_________________________________
Xxxxxx X. XxXxxx
President
ALLSTATE NEW JERSEY INSURANCE COMPANY
By_________________________________
Xxxxxxx X. Xxxxx, Xx.
President
AMERICAN SURETY & CASUALTY COMPANY
By_________________________________
Xxxxxxx X. Xxxxx, Xx.
Chief Financial Officer and Treasurer
CHARTER NATIONAL LIFE INSURANCE
COMPANY
By_________________________________
Xxxxxx X. Xxxxxx, XX
President
AMERICAN HERITAGE LIFE INSURANCE
COMPANY
By_________________________________
T. O' Xxxx Xxxxxxx
Chairman of the Board
FIRST COLONIAL INSURANCE COMPANY
By_________________________________
T. O' Xxxx Xxxxxxx
Chairman of the Board
COLUMBIA UNIVERSAL LIFE INSURANCE
COMPANY
By_________________________________
T. O' Xxxx Xxxxxxx
Chairman of the Board
KEYSTONE STATE LIFE INSURANCE COMPANY
By_________________________________
T. O' Xxxx Xxxxxxx
Chairman of the Board
CONCORD HERITAGE LIFE INSURANCE
COMPANY, INC.
By_________________________________
T. O' Xxxx Xxxxxxx
Chairman of the Board
AHL SELECT HMO INCORPORATED
By_________________________________
T. O' Xxxx Xxxxxxx
Chairman of the Board
EXHIBIT A
INTERCOMPANY SERVICE AND EXPENSE ALLOCATION SUMMARY MATRIX
ALLSTATE INSURANCE COMPANY AND PROPERTY & CASUALTY AFFILIATES
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EXPENSE LINE ITEM
PER U&I EXHIBIT* EXPENSE CLASSIFICATION DESCRIPTION** BASIS OF EXPENSE ALLOCATION***
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1. Claim Adjustment Investigation and adjustment of policy claims for direct, No allocation - direct charge to company
Services reinsurance assumed and ceded business. The more
significant expenses and fees related to: (1) all outside
costs associated with independent adjusters, (2) lawyers
for legal services in the defense, trial, or appeal of
suits, (3) general court costs, (4) medical testimony, (5)
expert and lay witnesses, (6) medical examinations for the
purpose of trial and resolution of liability and (7)
miscellaneous (appraisals, surveys, detective reports,
audits, character reports, etc.).
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2. Commission and All payments, reimbursements and allowances (on direct and No allocation - direct charge to company
Brokerage reinsurance assumed and ceded business) to managers, based on agent contract
agents, brokers, solicitors or other producer types.
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* Expense classifications per the statutory Underwriting and Investment
Exhibit, Part 4, Expenses. The company uses these twenty-one
classifications to record its operating expenses incurred. As described in
Exhibit C, expenses for these classifications are also spread to three
distinct functional expense groups: loss adjustment, other underwriting and
investment expenses.
** This description provides only a synopsis of the types of expenses for each
classification. Parties to the Agreement will utilize the NAIC Examiners
Handbook in expense handling.
*** Before consideration of any applicable reinsurance agreement.
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EXPENSE LINE ITEM
PER U&I EXHIBIT* EXPENSE CLASSIFICATION DESCRIPTION** BASIS OF EXPENSE ALLOCATION***
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4. Advertising Typical expenses would include services of: (1) Direct charge by company where known.
advertising agents, (2) public relations counsel, (3) Allocated items handled as follows:See
advertisements in newspapers, periodicals, billboards, Exhibit A Appendix at B; C 1; D 1 and E
pamphlets and literature issued for advertising or 1 for explanation of allocation by type
promotional purposes, (4) related paper and printing of office
charges for advertising purposes, (5) radio broadcasts, (6)
prospect and mailing lists, (7) signs and medals for agents
and (8) television commercials.
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5. Boards, Bureaus and Various dues, assessments, fees and charges for items such No allocation - direct charge to company
Associations as: (1) underwriting boards, rating organizations,
statistical agencies, inspection and audit bureaus, (2)
underwriters' advisory and service organizations, (3)
accident and loss prevention organizations, (4) claim
organizations, (5) underwriting syndicates, pools and
associations, assigned risk plans.
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6. Surveys and Costs to support the business including: (1) survey, See Exhibit A Appendix at B; D 1; and
Underwriting Reports credit, moral hazard, character reports for underwriting, E-1 for explanation of allocation by
(2) appraisals for underwriting, (3) fire records, (4) type of office
inspection and engineering billed specifically, (5) medical
examiner services relating to underwriting.
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7. Audit of Assured's Auditing fees and expenses of independent auditors for No allocation - direct charge to company
Records auditing payroll and other premium bases.
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8. Salary and Related Salaries, bonus, overtime, contingent compensation, and See Exhibit A Appendix at A; B; C 1, 2;
Items other compensation of employees. This would include D-1, 2, 3, 4; E 2, 5; and F-1, 2, 3, 4
commission and brokerage to employees when the activities for explanation by type of office
for which the commission is paid are a part of their duties
as employees.
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9. Employee Relations This category includes a variety of pension and insurance See Exhibit A Appendix at A; B; C 1, 2;
and Welfare benefits for employees, as well as some miscellaneous D-1, 2, 3, 4; E 2, 5; and F-1, 2, 3, 4
expenditures. The first area entails: (1) cost of for explanation by type of office
retirement insurance, pensions or other retirement
allowances and funds irrevocably devoted to the payment of
pensions or other employees' benefits, and (2) accident,
health and hospitalization insurance, group life insurance
and workers' compensation insurance. The miscellaneous
category may include the following items (1) training and
welfare; (2) physical exams for employees or candidates;
(3) gatherings, outings and entertainment; (4) supper
money; and (5) donations to or on behalf of employees.
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EXPENSE LINE ITEM
PER U&I EXHIBIT* EXPENSE CLASSIFICATION DESCRIPTION** BASIS OF EXPENSE ALLOCATION***
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10. Insurance Costs of insurance for employee/agent fidelity or surety See Exhibit A Appendixat D 1; E 1; and F
bonds, public liability, burglary and robbery, automobiles 1, 2, 3, 4 for explanation by type of
and office contents. office
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12. Travel and Travel Major expense subcategories include: (1) transportation, See Exhibit A Appendix at A; B; C 1, 2;
Items hotel, meals, telephone and other related costs associated D-1, 2, 3, 4; E 2, 5; and F-1, 2, 3, 4
for employees traveling, (2) expense for transfer of for explanation by type of office
employees, (3)-automobile rental and license plates,
depreciation, repairs and other operating costs of
automobiles (4) transportation, hotel and
meals/entertainment of guests, (5) dues and subscriptions
to accounting, legal, actuarial or similar societies and
associations.
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13. Rent and Rent Items Rent of home office and branch offices, space occupied in Direct charges by company are based on
company owned buildings, storage and warehouse space, safe square footage. Allocated expenses
deposit boxes and post office boxes. Related expenses handled per Exhibit A Appendix at A; B; C
for: (1) light, heat, power and water, (2) interest, 1, 2; D-1, 2, 3, 4; E 2, 5; and F-1, 2,
taxes, (3) cost of alterations and repairs to leased 3, 4
properties, and (4) costs of cleaning and general
maintenance.
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14. Equipment Rent and repair of furniture, equipment, and office See Exhibit A Appendix at A; B; C 1, 2;
machines, including the related depreciation charges. X-0, 0, 0, 0; X 0, 0, 0, 0; and F-1, 2,
3, 4
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15. Printing and Generally, printing, stationery and office supplies (paper See Exhibit A Appendix at A; B; C 1, 2;
Stationery stock, printed forms and manuals, Photostat copies, pens D-1, 2, 3, 4; E 2, 5; and F-1, 2, 3, 4
and pencils, etc.). Also included would be policies and
policy forms, in-house employee publications, books,
newspapers and periodicals including investment, tax and
legal publications and services.
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EXPENSE LINE ITEM
PER U&I EXHIBIT* EXPENSE CLASSIFICATION DESCRIPTION** BASIS OF EXPENSE ALLOCATION***
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16. Postage, Telephone, All express, freight and cartage expenses, postage, and See Exhibit A Appendix at A; B; C 1, 2;
etc. telephone. D-1, 2, 3, 4; E 2, 5; and F-1, 2, 3, 4
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17. Legal & Auditing Legal fees and retainers excluding loss and salvage See Exhibit A Appendix at A; D 2, 3, 4;
related, auditing fees of independent auditors for E-2; and F 1, 2
examining records, services of tax experts and investment
counsel, custodian fees, notary and trustees' fees.
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18. Taxes, Licenses and Several categories comprise this expense classification: No allocation - direct charge to company
Fees (1) state and local insurance taxes; (2) Insurance
Department licenses and fees; (3) payroll taxes; and (4)
all other, excluding real estate and federal income.
Taxes, licenses and fees based on premiums and payments to
state industrial commissions for administration of
workers' compensation or other state benefit acts would be
in the first classification. Expenses relating to the
Insurance Department would include agents' licenses,
filing fees, certificates of authority and fees and
expenses of examination. Payroll related expenses
normally include old age benefit and unemployment
insurance taxes. More significant expenses in the all
other section would be financial statement publication
fees, legally mandated advertising and personal property
and state income taxes.
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19. Real Estate Expenses Salaries, wages and other compensation of maintenance Direct charges by company are based on
workers in connection with owned real estate. Other square footage. Allocated expenses
expense items assigned to this category may also include handled per Exhibit A Appendix at A; B; C
expenses associated with: operations; maintenance; 1, 2; X-0, 0, 0, 0; X 0, 0, 0, 0; and
insurance and advertising. F-1, 2, 3, 4
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EXPENSE LINE ITEM
PER U&I EXHIBIT* EXPENSE CLASSIFICATION DESCRIPTION** BASIS OF EXPENSE ALLOCATION***
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20. Real Estate Taxes Taxes, licenses and fees on owned real estate. Direct charges by company are based on
square footage. Allocated expenses
handled per Exhibit A Appendix at A; B; C
1, 2; X-0, 0, 0, 0; X 0, 0, 0, 0; and
F-1, 2, 3, 4
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Note: Expense classification for lines 3, 11 and 20a are not applicable for
the Allstate Group.
EXHIBIT A
APPENDIX
INTERCOMPANY SERVICE AND EXPENSE ALLOCATION SUMMARY MATRIX
ALLSTATE INSURANCE COMPANY AND AFFILIATES
A. Offices 001 (Corporate Home Office), 201 (Investment Shared Services), 203
(Research Center Shared Services), 204 (Human Resources Shared Service),
205 (Corporate Relations Shared Services), 206 (Technical Shared Services),
207 (Law and Regulation Shared Services), 208 (Finance Shared Services) and
209 (Market Brand Development) factors are based on Service Level
Agreements. These Agreements are written documents detailing services and
associated costs performed by the provider for the benefit of the recipient
and are generated and approved through extensive discussions between
service providers and service recipients.
B. Support Centers, Data Centers, and Output Processing Centers (OPC) factors
are based on Stat Policies in Force and Time and Effort studies that
roll-up to the Support Center/Data Center/OPC.
C. P&C Head Office (Office 032) factors are based on:
1. Total agents' compensation
2. Time and effort studies
D. Regional Office factors are based on the following methodologies:
1. Agent compensation
2. Gross policies issued (GPI)
3. Notice counts
4. Time and effort studies
5. System capacity studies
E. Regional Commercial Centers factors are based on the following
methodologies:
1. Agent compensation
2. Gross policies issued (GPI)
3. Notice counts
4. Time and effort studies
5. General office compensation
F. Claim Service Areas factors are based on the following:
1. Headcount (Property vs. Auto)
2. Notice counts
3. Incurred loss
4. Claim legal matter counts
EXHIBIT B
INTERCOMPANY SERVICE AND EXPENSE ALLOCATION SUMMARY MATRIX
ALLSTATE LIFE INSURANCE COMPANY AND LIFE AFFILIATES
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EXPENSE LINE ITEM
PER GENERAL
EXPENSE EXHIBIT* EXPENSE CLASSIFICATION DESCRIPTION** BASIS OF EXPENSE ALLOCATION***
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1. Rent Rent for all premises occupied by the company, including Direct charges by company are based
any adequate rent for occupancy of its own buildings, in on square footage.
whole or in part, except to the extent that allocation to Allocated expenses are handled per
other expense classifications on a functional basis is Exhibit B Appendix at A; B 1,2; C
permitted and used. 1,2 and D 1,2,3
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2. Salaries and wages Salaries and wages, bonuses and incentive compensation to Agents' compensation is a direct
employees, overtime payments, continuation of salary charge to company. The remaining
during temporary short-term absences, dismissal expenses in this category are
allowances, payments to employees while in training and allocated per Exhibit B Appendix at
other compensation to employees not specifically A; B 1,2; C 1,2; and D 1,2,3
designated herein, except to the extent that allocation to
their expense classifications is permitted and used.
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* Expense classifications per Statutory Exhibits 5 & 6. The company uses
these classifications to record its operating expenses incurred. This
expense data is also captured by four distinct functional expense groups:
life, accident and health, all other lines of business and investment
expenses.
** These descriptions were written using the NAIC Life Annual Statement
Instructions. Refer to this publication for a complete breakdown of the
expenses included in each line item.
*** Before consideration of any applicable reinsurance agreement.
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EXPENSE LINE ITEM
PER GENERAL
EXPENSE EXHIBIT* EXPENSE CLASSIFICATION DESCRIPTION** BASIS OF EXPENSE ALLOCATION***
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3.11 Contributions for Contributions by company for pension and total permanent See Exhibit B Appendix
benefit plans for disability benefits, life insurance benefits, accident, at A; B 1,2; C 1,2; and
employees health, hospitalization, medical, surgical, or other D 1,2,3
temporary disability benefits under a self-administered or
trusteed plan or for the purchase of annuity or insurance
contracts. Appropriation of any other assignment of funds
by company in connection with any benefit plan of the
types enumerated herein.
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3.12 Contributions for Contributions by company for pension and total permanent See Exhibit B Appendix
benefit plans for disability benefits, life insurance benefits, accident, at C 1,2; and D 1,2,3
agents health, hospitalization, medical, surgical, or other
temporary disability benefits under a self-administered or
trusteed plan or for the purchase of annuity or insurance
contracts. Appropriation of any other assignment of funds
by company in connection with any benefit plan of the
types enumerated herein.
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3.21 Payments to employees Payments by company under a program for pension and total No allocation - direct charge to
under non-funded and permanent disability benefits, death benefits, company
benefit plans accident, health, hospitalization, medical, surgical or
other temporary disability benefits where no contribution
or appropriation is made prior to the payment of the
benefit.
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3.22 Payments to agents Payments by company under a program for pension and total No allocation - direct charge to
under non-funded and permanent disability benefits, death benefits, company
benefit plans accident, health, hospitalization, medical, surgical or
other temporary disability benefits where no contribution
or appropriation is made prior to the payment of the
benefit.
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3.31 Other employee welfare The net periodic postretirement benefit cost, meals to Agents' compensation is a direct
employees, contribution to employee associations or clubs, charge to company. The remaining
dental examinations, medical dispensary or convalescent expenses in this category are
home expenses for employees. allocated per Exhibit B Appendix at
A; B 1,2; C 1,2; and D 1,2,3
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EXPENSE LINE ITEM
PER GENERAL
EXPENSE EXHIBIT* EXPENSE CLASSIFICATION DESCRIPTION** BASIS OF EXPENSE ALLOCATION***
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3.32 Other agent welfare The net periodic postretirement benefit cost, meals to Agents' compensation is a direct
employees, contribution to employee associations or clubs, charge to company. The remaining
dental examinations, medical dispensary or convalescent expenses in this category are
home expenses for agents. allocated per Exhibit B Appendix at
C 1,2; and D 1,2,3
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4.1 Legal fees and Court costs, penalties and all fees or retainers for legal No allocation - direct charge to
expenses services or expenses in connection with matters before company
administrative or legislative bodies.
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4.2 Medical examination Fees to medical examiners in connection with new business See Exhibit B Appendix
fees reinstatements, policy changes and applications for at D 1,2
employment.
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4.3 Inspection report fees Fee for inspection reports in connection with new See Exhibit B Appendix
business, reinstatements, policy changes and applications at D 1,2
for employment. Cost of services furnished by the Medical
Information Bureau.
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4.4 Fees of public Include expenses relating to this category except exclude See Exhibit B Appendix
accountants and examination fees made by State Departments and internal at A; B 1,2; C 1,2; and D 1,2
consulting actuaries audits by company employees.
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4.6 Expense of Payment to other than employees of fees and expenses for See Exhibit B Appendix
investigation and the investigation, litigation and settlement of policy at D 1,2
settlement of policy claims.
claims
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5.1 Traveling expenses Traveling expense of officers, other employees, directors See Exhibit B Appendix
and agents, including hotel, meals, telephone, telegraph at A; B 1,2; C 1,2; and D 1,2,3
and postage charges incurred while traveling. Also
include amounts allowed employees for use of their own
cars on company business and the cost of, or depreciation
on, and maintenance and running expenses of company-owned
automobiles.
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EXPENSE LINE ITEM
PER GENERAL
EXPENSE EXHIBIT* EXPENSE CLASSIFICATION DESCRIPTION** BASIS OF EXPENSE ALLOCATION***
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5.2 Advertising Newspaper, magazine and trade journal advertising for the See Exhibit B Appendix
purpose of solicitation and conservation of business. at B 1,2; C 1; and D 1,2
Billboard, sign and telephone directory, television, radio
broadcasting and motion picture advertising, excluding
subjects dealing wholly with health and welfare. All
canvassing or other literature, such as pamphlets,
circulars, leaflets, policy illustration forms and other
sales aids, printed material, etc., prepared for
distribution to the public by agents or through the mail
for the purposes of solicitation and conservation of
business. All calendars, blotters, wallets, advertising
novelties, etc., for distribution to the public.
Printing, paper stock, etc. in connection with
advertising. Prospect and mailing lists when used for
advertising purposes. Fees and expenses of advertising
agencies related to advertising.
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5.3 Postage, express, Freight and cartage, cables, radiograms and teletype. See Exhibit B Appendix
telegraph and Also charges for use, installation and maintenance of at A; B 1,2; C 1,2; and D 1,2,3
telephone related equipment if not included elsewhere.
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5.4 Printing and Policy forms, riders, supplementary contracts, See Exhibit B Appendix
stationery applications, etc., rate books, instruction manuals, at A; B 1,2; C 1,2; and D 1,2,3
punch-cards, house organs, and all other printed material
which is not required to be included in any other expense
classification. Office supplies and pamphlets on health,
welfare and education subjects. Also include annual
reports to policyholders and stockholders if not included
in Line 5.2.
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5.5 Cost or depreciation The cost or depreciation of office machines except for See Exhibit B Appendix
of furniture and such charges as may be reported in Line 5.3. at A; B 1,2; C 1,2; and D 1,2,3
equipment
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5.6 Rental of equipment Rental of office machines except for such charges as may See Exhibit B Appendix
be reported in Line 5.3. at A; B 1,2; C 1,2; and D 1,2,3
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6.1 Books and periodicals Books, newspapers, periodicals, etc., including investment See Exhibit B Appendix
tax and legal publications and information services, and at A; B 1,2; C 1,2; and D 1,2,3
including all such material for company's law department
and libraries.
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EXPENSE LINE ITEM
PER GENERAL
EXPENSE EXHIBIT* EXPENSE CLASSIFICATION DESCRIPTION** BASIS OF EXPENSE ALLOCATION***
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6.2 Bureau and All dues and assessments of organizations of which the No allocation - direct charge to
association fees company is a member. All dues for employees' and agents' company
memberships on the company's behalf.
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6.3 Insurance, except on Premiums for Workers' Compensation, burglary, holdup, See Exhibit B Appendix
real estate forgery and the public liability insurance, fidelity or at A; B 1,2; C 1,2;
surety bonds, insurance on contents of company-occupied and D 1,2,3
buildings and all other insurance or bonds not included
elsewhere.
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6.4 Miscellaneous losses Uncollectible losses due to deficiencies, defalcations, Primarily a direct charge to
robbery, or forgery, except those offset by bonding company. Remaining expenses are
companies' payments. Also include Worker's Compensation allocated per Exhibit B Appendix at A;
benefits not covered by insurance and other uninsured D 1,2,3
losses not included elsewhere.
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6.5 Collection and bank Collection charges on checks and drafts and charges for See Exhibit B Appendix
service charges checking accounts and money orders. at A; and D 1,2,3
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6.6 Sundry general Direct expense of local agency meetings, luncheons and See Exhibit B Appendix
expenses dinners, tabulating service rendered by outside at A; B 1,2; C 1,2; and
organizations, gifts and donations. Any portion of D 1,2,3
commissions and expense allowances on reinsurance assumed
for group business which represents specific
reimbursement of expenses. Reimbursement to another
insurer for expense of jointly underwritten group
contracts.
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6.7 Group service and Administration fees, service fees, or any other form of See Exhibit B Appendix
administration fees allowance, reimbursement of expenses, or compensation at D 1,2
(other than commissions) to agents, brokers, applicants,
policyholders or third parties in connection with the
solicitation, sale, issuance, service and administration
of group business.
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EXPENSE LINE ITEM
PER GENERAL
EXPENSE EXHIBIT* EXPENSE CLASSIFICATION DESCRIPTION** BASIS OF EXPENSE ALLOCATION***
---------------------------------------------------------------------------------------------------------------------------------
6.8 Reimbursements by Report as a negative amount administrative fees, direct No allocation - direct charge to
uninsured accident reimbursement of expenses, or other similar receipts or company
and health plans credits attributable to uninsured accident and health
plans and the uninsured portion of partially insured
accident and health plans.
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7.1 Agency expense All bona fide allowance for agency expense, but not No allocation - direct charge to
allowance allowances constituting additional compensation. company
----------------------------------------------------------------------------------------------------------------------------------
7.2 Agents' balances Agents' balances charged off less any amounts recovered No allocation - direct charge to
charged off during the year. company
----------------------------------------------------------------------------------------------------------------------------------
7.3 Agency conferences Cost of banquets and rental of meeting rooms. Expenses Primary dollars are a direct charge
other than local of all persons traveling to conferences and their to company. The remaining expenses
meetings expenses at conferences. in this category are allocated per
Exhibit B Appendix at C 1; and D 1
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9.1 Real estate expenses The cost of repairs, maintenance, service, and operation Direct charges by company are based
of all real estate properties including insurance whether on square footage. Allocated
occupied by the company or not; salaries and other expenses are handled per Exhibit B
compensation of managing agents and their employees; Appendix at A; B 1,2; C 1,2; and D
expenses incurred in connection with rental of such 1,2,3
properties; legal fees specifically associated with real
estate transactions other than sale; rent, salaries and
wages, and other direct expenses of any branch of Home
Office until engaged solely in real estate work (not real
estate and mortgages combined).
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9.2 Investment expenses Only items for which no specific provisions has been made See Exhibit B Appendix
not included elsewhere elsewhere, e.g., contributions or assessments for at A; and D 1,2,3
bondholders' protective committees, fees of investment
counsel, custodian and trustee fees.
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Note: Line 9.3, Aggregate write-ins for expenses, was not detailed in this
exhibit. The types of expenses, if any, and the corresponding allocation
basis are completely variable year-to-year. The Cost Management
Department will maintain appropriate records for this line item.
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EXPENSE LINE ITEM
PER GENERAL
EXPENSE EXHIBIT* EXPENSE CLASSIFICATION DESCRIPTION** BASIS OF EXPENSE ALLOCATION***
---------------------------------------------------------------------------------------------------------------------------------
1. Real estate taxes Those taxes directly assessed against property owned by Direct charges by company are based
the company. Canadian and other foreign taxes should be on square footage. Allocated
included appropriately. expenses are handled per Exhibit B
Appendix at A; B 1,2; C 1,2; and D
1,2,3
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2. State insurance Assessments to defray operating expenses of any state No allocation - direct charge to
department licenses and insurance department. Canadian and other foreign taxes company
fees should be included appropriately. Fees for examinations
by state departments.
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3. State taxes on premiums State taxes based on policy reserves, if in lieu of No allocation - direct charge to
premium taxes. Canadian and other foreign taxes should company
be included appropriately. Any portion of commissions or
allowances on reinsurance assumed for group business
which represents specific reimbursement of premium
taxes. Deduct any portion of commissions or allowances
on reinsurance ceded for group business which represents
specific reimbursement of premium taxes.
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4. Other state taxes Assessments of state industrial or other boards for No allocation - direct charge to
operating expenses or for benefits to sick unemployed company
persons in connection with disability benefit laws or
similar taxes levied by states. Canadian and other
foreign taxes are to be included appropriately.
Advertising required by law, regulation or ruling, except
in connection with investments. State sales taxes, if
company does not exercise option of including such taxes
with the cost of goods and services purchased. State
income taxes.
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5. U.S. Social Security Company's contribution is based on the current tax rate, See Exhibit B Appendix
taxes which is applied to all wages, salary or compensation at A; B 1,2; C 1,2; and D 1,2,3
entered on the employees earning record and federal
unemployment tax.
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6. All other taxes Guaranty fund assessments and taxes of Canada or of any No allocation - direct charge to
other foreign country not specifically provided for company
elsewhere. Sales taxes, other than state sales taxes, if
company does not exercise option of including such taxes
with the cost of goods and services purchased.
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EXHIBIT B
APPENDIX
INTERCOMPANY SERVICE AND EXPENSE ALLOCATION SUMMARY MATRIX
ALLSTATE LIFE INSURANCE COMPANY AND LIFE AFFILIATES
A. Office 001, 201, 203, 204, 205, 206, 207, 208 and 209 factors to the Life
Parent Company are based on Service Level Agreements. Once expenses are
charged to the Life Parent Company a second and third tier of allocation
occurs, which allocates expenses to Profit Centers and Life Affiliates.
B. P&C Head Office (Office 032) allocations to the Life Parent Company are
based on:
1. Agents' compensation
2. Time and effort studies
C. Regional Office allocations to the Life Parent Company are based on:
1. Agents' compensation
2. Time and effort/usage studies
3. System capacity studies
D. Life Parent Company allocations to Life Affiliates are based on:
1. Expenses are direct coded to the appropriate company.
2. Determination of how expense is to be allocated to profit center is
based on time studies, project activity, required capital and invested
assets.
The intercompany factors are based on the following methodology:
PROFIT CENTER METHODOLOGY COMPANY
------------- ----------- -------
Allstate Agent Policies in force 030, 000
Xxxxxxxxxx/Xxxxxxxxx Xxxxxxxx in force 031, 036,038
Structured Settlements Premium income 030, 036
Direct Response Premium income 030, 036
Lincoln Benefit Time and effort studies direct to 034
Surety Life Time and effort studies direct to 032
Group Pensions Time and effort studies direct to 030
3. Any Investment Expense is based on Invested Assets.
EXHIBIT C
EXPENSE PROCESS OVERVIEW
ALLSTATE INSURANCE GROUP
For purposes of operational analysis and financial reporting, functional expense
groups are made up of three primary categories: (1) Loss adjustment expenses,
(2) Other underwriting expenses; and (3) Investment expenses. A more detailed
description of expense items, which comprise these categories, is provided in
Exhibits A and B. These exhibits are the framework for reporting expenses
required by the NAIC. The expense categories, in turn, flow into the financial
records based on the following cost allocation methods: a direct charge basis;
an allocated or shared basis; or in accordance with the terms of one or several
reinsurance agreements. The combined expense process ultimately provides for
financial records that reflect the financial performance of the business.
On a day-to-day basis, expenses are incurred directly by companies within the
Allstate Group. The expenses are charted numerically by account. Formalized
procedures are used in order to ensure that the expenses are accurately recorded
and allocated to the appropriate office, company, cost center and cost element.
Allocations are also provided for various support costs, which include: company,
cost center and general ledger account (cost element) level with the objective
of providing for an accurate means of tracking expenses..
A brief description of each of the three expense categories follows:
- Loss adjustment expenses are various costs associated with the claim
handling process. These costs, which comprise all aspects of the claims
handling function, include: the adjustment, factual investigation, defense
and recordkeeping functions. Salaries of claim personnel and allocated
executive salaries, as well as other basic costs associated with the claim
function (accounting, data processing, rent, utilities, etc.) are grouped
in this category. Generally, these expenses may be either direct charged,
allocated, or flow to an entity by means of a separate reinsurance
agreement.
- Other underwriting expenses include acquisition, general expenses, taxes,
licenses and fees. The larger piece, acquisition expenses, is comprised of
agent commissions, various expenses related to underwriting (motor vehicle
reports, home inspections, etc.), salaries, marketing and other allocations
of expenses which support the production of new and renewal business.
General expenses are typically administrative in nature and do not fit
cleanly in any other expense grouping. Taxes, licenses and fees pertain to:
taxes (income and franchise) and licenses fees levied by state and local
government; insurance department expenses; and guaranty fund assessments.
These expense categories are charged to an entity in any of the same three
methods shown above for Loss adjustment expenses.
- Investment expenses for research, purchase and sale activities,
safekeeping, accounting and data support are the bulk of expenses in this
bucket. Generally, these expenses will flow to an entity by direct charges
to an entity or on an allocated basis.
The mechanism for recording expenses can occur by means of one of the following
three methods:
- DIRECT CHARGES - This method is used where the expenses are unique to the
company incurring them. These types of expenses are not allocated to
another Allstate Company due to their unique relationship to the company
incurring them. Expense payments are classified to the responsible company
through an accounting coding expense system involving charge company, cost
center, and cost element (See Exhibits A and B for more detail). By way of
example: agents' commissions, taxes, licenses and fees, and bad debt
expense are company specific, and therefore, coded directly to the
appropriate company.
- ALLOCATIONS
THE EXPENSE ALLOCATION PROCESS CAN BE DIVIDED INTO 3
SUBCATEGORIES:
1. OFFICE - The objective of this phase of the allocation process is to
properly transfer various support costs performed by one organization to
another organization that they directly relate to. The basic justification
for this cost transfer is efficiency gain, which is mutually beneficial to
both parties. Certain processes are centrally performed on behalf of a
number of entities, then allocated to the office/company being supported.
Routine expenses of this nature often include support activities from the
following functional areas: Accounting; Systems; Investments; Corporate
Relations; Law and Regulation; and Human Resources. These costs cannot be
directly expensed, it is necessary to provide for an appropriate method of
allocation. An example of this method of allocation would relate to the
accounting treatment of costs and expenses attributable to Allstate's
Internal Audit Department (IAD). As part of the Allstate Corporate Home
Office structure, IAD salaries and related expenses are allocated to other
Affiliates companies and/or offices (i.e. data and profit centers) based on
time and effort studies. The terms for this allocation are delineated in a
separate agreement between the parties which is referred to as a Shared
Service Agreement (SSA). The SSA is a vehicle which allows the parties to
agree in advance on certain essential terms and conditions which include: a
description of the services to be provided; the period covered; costs and
standards. The SSA concept can be used to transfer expenses between Brands
(e.g., Allstate, Indemnity, Life), between Shared Services (e.g., Finance,
Investments, Human Resources, Technical) or between a Brand and Shared
Service.
The Accounting Department database is programmed to perform the allocation
process on a monthly basis. The process begins with the extraction of
direct costs for each office, company, cost center and general ledger
account. Varying premium and claim statistics (e.g., policies in force,
claim counts) as well as other common factors (e.g., number of employees,
number of retirees) are then entered into the program. The resulting data
provides the bases, or allocation drivers, for transferring expenses from
an office/cost center /general ledger account level of detail to other
charge offices/cost centers /general ledger accounts. Detail records are
generated in order to provide the source and recipient of the allocated
expenses.
A separate process has been initiated in order to periodically review the
accuracy of the factors or drivers of the allocations. The accuracy of
service provider time and effort studies may be taken into account (i.e.
projected v. actual). Other factors that may be considered include an
inventory of activities and customers in order to ensure that allocations
are accurate. Intensive discussions and management agreement between the
provider and customer are also an integral part of the process. Flexibility
in the overall allocation process must routinely occur to provide for
changes in the business activities or organizational structure.
2. COMPANY - This step in the expense allocation process is similar the office
expense allocation process described above in that allocations are charged
to other affiliates . For instance, both Allstate Insurance Company and
Allstate Life Insurance Company incur expenses on a direct
basis for themselves and on behalf of their affiliates. A portion of these
expenses may be transferred to the affiliated companies, as appropriate.
Fixed factors are normally based on internal time and effort studies,
agents' compensation, or statistical criteria such as gross policies issued
or claim notice counts.
3. UNIFORM ACCOUNTING TRANSFER (UAT) - The next step in the process is to
reclassify all of the general office expenses addressed in the direct
charges and expense allocation (office and company) sections above, having
been recorded on a management basis, to their required statutory expense
classifications. The use of a consistent basis for reporting expenses, as
dictated by the NAIC, allows the Regulators to better compare various
insurance companies' operations. On the property/casualty side, broad
expense categories and detail breakouts are required for both the Expense
Exhibit in the annual Statutory Statement as well as the Supplemental
Expense Filing, which is contained in the Insurance Expense Exhibit. For
Life companies, the General Expense and the Taxes, Licenses and Fees
Exhibits from the annual Statutory Statement have distinct expense
categories. A synopsis of these required expense categories, along with a
description of each expense category and the basis of allocation presently
used by Allstate is contained in Exhibit A and appendix (Property &
Casualty affiliates) and Exhibit B and appendix (Life Company affiliates).
In order to provide for accurate summarization and reporting, each general
ledger account (cost element) included in the Chart of Accounts is assigned
a statutory expense classification. Loss adjustment, other underwriting and
investment expenses are the broad classifications that UAT applies to. By
way of example, a systems function, whether relating to claims, sales, or
investments, is initially classified as a general office expense on a
management basis. Based on the UAT process, these expenses are reclassified
for statutory reporting purposes to loss adjustment, other underwriting or
investments. Taxes, licenses and fees, although included in the other
underwriting expense category, are not used in the UAT calculation process.
These expenses are directly charged to the appropriate statutory
classification within company.
REINSURANCE AGREEMENTS - Separate arrangements exist between the
property/casualty parent, Allstate Insurance Company, and certain
affiliates, and the life parent, Allstate Life Insurance Company, and
certain affiliates that drive expenses. Terms and conditions relating to
methods of expense classification are contained in each of the individual
reinsurance agreements. Typically, the reinsurer will be liable for a pre
determined pro-rata share of all underwriting related expenses to support
the assumed business. However, the reinsurer is not generally liable for
the investment expenses.
EXHIBIT D
DEFINITIONS
The following terms shown by "process flow" and "general" categories are
commonly used in explanation of the Allstate Group's overall expense process.
Presentation of the "process flow" section follows the same hierarchical order
of our current expense processing methodology.
PROCESS FLOW
COMPANY - Identifies legal entity that expense is charged to and may be
disbursed from. Each entity who is a party to this agreement is assigned a
separate three digit company code (e.g., Allstate Insurance Company - 010,
Allstate Life Insurance Company - 030). A "charged company" is the Allstate
entity charged with the expense under review and whose Statement of Income would
be ultimately impacted.
COST CENTERS -- Describe where specific costs were incurred. Cost Centers will
be the most common object used. Cost centers are areas of organizational
responsibility in which costs are incurred and planned. Identifies
administrative grouping within an office and duties as well as the manager
responsible. Regional Office Departments include: Underwriting; Sales; Human
Resources; and Claims. Each Regional Office is assigned a distinct four digit
number.
COST ELEMENTS -- They describe what specific costs have occurred. They are used
to plan and incur direct expenses for cost objects representing a unique item or
category of expense to the company.
INTERNAL ORDERS -- A short-term cost collector used to collect, identify and
allocate costs associated with a process, event or activity.
OFFICE --Typically, office codes identify high level responsibility for the
expenses charged. Office level configuration (by type or geographical location)
is a key building block in the accumulation of Allstate's expenses. This data is
used in preparing the various expense analyses/reports prepared. A "charged
office" is the office within an Allstate entity charged with the expense under
review. The decision regarding which office to charge with an expense is based
on Statement of Income impact analysis. Offices may include various high level
types, such as Profit Centers (Midwest Regional Office - 002), , Data Centers
(Atlantic - 136), Shared Services (Human Resources - 204), and Home Offices
(Corporate Home Office - 001, PP&C Head Office - 032). Each Office is designated
by a three-digit code.
PROFIT CENTER -- Aligns expense to a distribution channel, geographic location
and product grouping (i.e. Denver Region, Colorado, Standard Auto). -
GENERAL
ASSESSMENTS/ALLOCATED EXPENSES -- which are incurred by one Allstate Company or
office and charged, or allocated, to other companies or offices on the basis of
mutual benefit. Examples of the types of allocated expenses include: Loss
Adjustment, Other Underwriting and Investment Expenses. These expenses include
allocations in Cost Centers from Cost Elements to Secondary Cost Elements and
are described in Exhibit C. Criteria for cost allocation "drivers" are based on
the implementation of management objectives. The assessments can use all three
methods of allocations: Field Percentage; Fixed Amount; and Variable Portions
which contain Statistical Key Figures. Additional information is included in the
Exhibits and Appendixes
attached. Allocation drivers agreed to by Management are used to allocate
expenses, and these are described in detail in the various exhibits and
appendixes.
REINSURANCE AGREEMENT - An agreement between two parties where one insurer
spreads its risk (premium, loss and expense) of losses with other insurers.
EXHIBIT E
INVESTMENT SERVICES
A. APPOINTMENT. The Board of Directors of Affiliate (the "Board") has
appointed Allstate as the investment advisor and manager of its investment
assets (the "Account"). Pursuant to the
Service and Expense Agreement of which
this is Exhibit E (the "Agreement"), AFFILIATE grants Allstate the power and
authority to advise, manage, and direct the investment and reinvestment of the
assets of the Account for the period and on the terms and conditions set forth
herein, subject to the supervision of the Board. Such Activities shall be
conducted subject to and in accordance with the investment objectives,
restrictions, and strategies set forth in the of Investment Policy and
Investment Plan (the "Policy") adopted by the Board, and in accordance with such
other limitations and guidelines as may be established from time to time for the
Account by the Board (such investment objectives, restrictions, strategies,
limitations, and guidelines herein referred to collectively as the "Investment
Guidelines"). Allstate hereby accepts such responsibility and agrees during such
period to render the services and to assume the obligations herein set forth.
B. ALLSTATE AS AGENT. Allstate shall, for purposes of this Agreement, be
granted and exercise full investment discretion and authority in buying, selling
or otherwise disposing of or managing the investment of the assets held in the
Account and in the performance of the services rendered hereunder, and shall do
so as AFFILIATE's agent only, subject to Allstate's adherence to the policy
stated in Item A, above. AFFILIATE hereby authorizes Allstate to exercise all
such powers with respect to the assets of the Account as may be necessary or
appropriate for the performance by Allstate of its obligations under this
Agreement, subject to the supervision of the Board and any limitations contained
herein.
C. INVESTMENT ADVISORY SERVICES. In furtherance of the foregoing, and in
carrying out its obligations to manage the investment and reinvestment of the
assets in the Account, Allstate shall, as appropriate and consistent with the
Investment Guidelines:
(a) perform research and obtain and evaluate such information relating to
the economics, industries, businesses, markets and new investment structures,
techniques, practices, and financial data as Allstate deems appropriate in its
discharge of its duties under this Agreement; (b) consult with and furnish to
the Board recommendations with respect to overall investment strategies for the
Account; (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, managing the investment of the assets of the Account,
and providing or obtaining such services as may be necessary in managing,
acquiring or disposing of investments; (d) regularly report to the Board with
respect to the implementation of investment strategies and any other activities
in connection with management of the Account's assets, including furnishing to
the Board, within 45 days after the end of each quarter, a report including a
summary of investment activity during the quarter; (e) maintain all required
accounts, records, memoranda, instructions or
authorizations relating to the acquisition or disposition of investments for the
Account; (f) determine the securities to be purchased or sold by the Account and
place orders either directly with the issuer, with any broker-dealer or
underwriter that specializes in the securities for which the order is made, or
with any other broker or dealer that Allstate selects; and (g) perform the
services hereunder in a manner consistent with investment objectives and
policies of AFFILIATE as detailed in the Investment Guidelines, as amended from
time to time, and in compliance with the applicable provisions of the insurance
laws and regulations of AFFILIATE's domicile, as amended and any other
applicable insurance laws.
D. ALLOCATION OF BROKERAGE. Allstate 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 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, AFFILIATE would be benefited by
supplemental investment research, Allstate is authorized, but not obligated, to
select brokers or dealers on the basis of research information, materials, or
services they could furnish to Allstate for potential use in supplementing
Allstate's own information and in making investment decisions for the Account.
The expenses of Allstate and the charges to AFFILIATE may not necessarily be
reduced as a result of receipt of such supplemental information. Subject to the
above requirements, nothing shall prohibit Allstate from selecting brokers or
dealers with which it or AFFILIATE is affiliated.
E. SERVICE TO OTHER CLIENTS. AFFILIATE acknowledges that Allstate may
perform services for clients other than AFFILIATE which are similar to the
services to be performed pursuant to this Agreement, and that Allstate is free
to do so provided that its services pursuant to this Agreement are not in any
way impaired. AFFILIATE agrees that Allstate may provide investment advice to
any of its other clients that may differ from advice given to AFFILIATE, or take
action with respect to assets owned by it or its other clients that may differ
from the action taken with respect to the Account and/or assets held therein, so
long as Allstate, to the extent reasonable and practicable, allocates investment
opportunities to the Account on a fair and equitable basis relative to
Allstate's other clients. It is understood that Allstate shall have no
obligation to purchase or sell, or to recommend for purchase or sale for the
Account, any security which Allstate, 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, such transaction or investment appears
unsuitable, impractical or undesirable for the Account. It is agreed that
Allstate may use any supplemental investment research obtained for the benefit
of AFFILIATE in providing investment advice to its other clients or its own
accounts. Conversely, such supplemental information obtained by the placement of
business for Allstate or other entities advised by Allstate will be considered
by and may be useful to Allstate in carrying out its obligations to AFFILIATE.
F. ALLOCATION OF TRADES. It is acknowledged that securities held by
AFFILIATE may also be held by separate investment accounts or other funds for
which Allstate may act as a manager or by Allstate or its other affiliates. If
purchases or sales of securities for AFFILIATE or other entities for which
Allstate or its affiliates act as investment manager arise for consideration at
or about the same time, AFFILIATE agrees that Allstate 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 during the same period may increase the demand for
securities being purchased or the supply of securities being sold, AFFILIATE
recognizes that there may be an adverse effect on price.
It is agreed that, on occasions when Allstate deems the purchase or sale of
a security to be in the best interests of 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 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 in
the manner it considers to be most equitable and consistent with its obligations
to AFFILIATE and to such other accounts or companies. AFFILIATE recognizes that
in some cases this procedure may adversely affect the size of the position
obtainable for AFFILIATE.
G. CONTRACTS; AUTHORIZED SIGNATORIES. Allstate shall have the full power,
right and authority, as AFFILIATE's agent, in accordance with this Agreement and
the Investment Guidelines, to negotiate, apply for, enter into, execute,
deliver, amend, modify and/or terminate legal documents of every kind and nature
relating to or required by the investment of the assets of the Account. All such
documents may be entered into in AFFILIATE's name or in Allstate's name (as
agent for AFFILIATE), as Allstate shall determine, and all such documents shall
be legally binding on AFFILIATE. Those certain employees and officers of
Allstate who are authorized to execute transactions and sign documentation
pursuant to the Policies and Procedures and Investment Guidelines adopted
pursuant to authorization of the Investment Committee of Allstate, as they may
be amended from time to time, shall also be authorized to the same extent to
execute transactions and sign documentation on behalf of AFFILIATE and/or
Allstate in connection with transactions entered into on behalf of the assets of
the Account pursuant to this Agreement.
H. COMPLIANCE WITH LEGAL REQUIREMENTS. Allstate shall make all reasonable
efforts to comply with and cause to be complied with all applicable laws, rules,
and regulations of the AFFILIATE'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 shall
comply with all securities laws and other laws applicable to the services
provided under this Agreement.
I. TRANSACTION PROCEDURES. The assets of the Account are or will be held
in custody by the bank custodian(s) appointed by AFFILIATE from time to time.
Allstate shall not act as custodian for the assets of the Account and shall not
under any circumstances have or be deemed to have ownership, custody or physical
control of any of the assets of the Account. Allstate may, however, issue
instructions to, and communicate with, the bank custodian 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, instructions by Allstate
to the bank custodian may be made orally or by computer, electronic instruction
systems or telecommunications terminals. Allstate will confirm that the bank
custodian has effected such instructions either by access to the bank's
computerized identification system or by telephonic confirmation. The bank
custodian will confirm with Allstate receipt of trade instructions orally or by
computer for the Account. Allstate will instruct all brokers, dealers and
counterparties executing orders on behalf of the assets of the Account to
forward to Allstate and AFFILIATE copies of all confirmations.
J. STANDARD OF PERFORMANCE. Allstate 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 and adviser would exercise under similar circumstances. The provisions
of this Agreement shall not be interpreted to imply any obligation on the part
of Allstate to observe any standard of care other than as set forth in this
Section J.
K. RECORDKEEPING. Allstate shall keep and maintain an accurate and
detailed accounting of each transaction concerning the assets of the Account and
of all receipts, disbursements, and other transactions relating to the purchase
and sale transactions arising hereunder. Allstate agrees to preserve such
records for the greater of (i) six years; (ii) the required period pursuant to
the insurance laws of AFFILIATE's domicile and related regulations; or (iii)
such other time period that AFFILIATE may from time to time request. Allstate
acknowledges that all such records shall be the property of AFFILIATE and shall
be made available, within five (5) business days of a written request, to
AFFILIATE, its accountants, auditors or other representatives of AFFILIATE for
inspection and/or copying (at AFFILIATE's expense) during regular business
hours. In addition, Allstate 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 AFFILIATE or as may be
required by any governmental agency with jurisdiction hereunder.
Allstate further agrees to prepare and furnish to AFFILIATE and to other
persons designated by AFFILIATE, at such regular intervals and other times as
may be specified by AFFILIATE from time to time (i) such balance sheets, income
and expense statements and other financial statements and reports, and (ii) such
other statements, reports and information, in each case regarding the assets of
the Account as AFFILIATE shall from time to time reasonably require.
In the event of termination for any reason, all such records or copies
thereof shall be returned promptly to AFFILIATE, free from any claim or
retention of rights by Allstate.
L. LIABILITY OF ALLSTATE. In the absence of Allstate's 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 or retained by it to perform or assist
in the performance of its obligations under this Agreement), neither Allstate
nor any of its officers, directors, employees or agents shall be subject to
liability to AFFILIATE for any act or omission in the course of, or connected
with, rendering services hereunder.
M. INDEPENDENT CONTRACTOR. Allstate shall for all purposes be deemed to
be an independent contractor. Allstate shall have no power or authority to bind
AFFILIATE or to assume or create an obligation or responsibility, express or
implied, on behalf of AFFILIATE, nor shall it represent to anyone that it has
such power or authority, except as expressly provided in this Agreement. Nothing
in this Agreement shall be deemed to create a partnership between or among the
parties, whether for purposes of taxation or otherwise.
EXHIBIT F
TO INCLUDE A LIST OF AGREEMENTS WHICH WILL TERMINATE AS OF THE EFFECTIVE DATE OF
THE MASTER
SERVICE AND EXPENSE AGREEMENT. /
Investment Advisory and Management Agreement between Allstate Insurance Company
and Lincoln Benefit Life Company effective as of January 1, 1996 pursuant to
which Allstate Insurance Company provides investment advisory services to
Lincoln Benefit Life Company, as amended effective January 1, 1996. (Form D-1
filed with Illinois Insurance Department on April 5, 1996 and Forms D filed in
April and May 1996 with the Department of Insurance of Nebraska.)
Investment Advisory and Management Agreement between Allstate Insurance Company
and Surety Life Insurance Company effective as of January 1, 1996 pursuant to
which Allstate Insurance Company provides investment advisory services to Surety
Life Insurance Company, as amended effective January 1, 1996. (Form D-1 filed
with Illinois Insurance Department on April 5, 1996 and Forms D filed in April
and May 1996 with the Department of Insurance of Utah.)
Investment Advisory and Management Agreement effective as of August 21, 1996
between Allstate Floridian Insurance Company and Allstate Insurance Company,
pursuant to which Allstate Insurance provides investment advisory and management
services to Allstate Floridian. (See Form D-1 dated July 23, 1996 filed with the
Illinois Department of Insurance. See also letter dated January 23, 1997 from
Florida Department of Insurance.)
Services Agreement executed September 25, 1996 and effective as of June 25, 1996
between Allstate Insurance Company and Allstate Floridian Insurance Company
pursuant to which Allstate Insurance provides Allstate Floridian underwriting,
claims, actuarial, policy processing, tax, legal, systems, accounting and
customer support services. (See Form D-1 dated July 23, 1996 filed with the
Illinois Department of Insurance. See also letter dated January 23, 1997 from
Florida Department of Insurance.)
Service and Expense Agreement between Allstate Insurance Company and certain of
its Subsidiaries and Affiliates effective June 16, 1997. (See Form D-1 filed
with the Illinois Department of Insurance in May 1997 and other prior
notification forms filed with the insurance departments of California, Nebraska,
Texas and Utah in May 1997. Texas HCS# 27286.)
Investment Advisory and Management Agreement effective as of January 1, 1998
between Allstate Insurance Company and Allstate Floridian Indemnity Company
pursuant to which Allstate Insurance provides investment services to Allstate
Floridian Indemnity.
Investment Advisory and Management Agreement effective as of January 1, 1998
between Allstate Insurance Company and Allstate New Jersey Insurance Company
pursuant to which Allstate Insurance provides investment services to Allstate
New Jersey.
Investment Advisory and Management Agreement between American Surety and
Casualty Company ("ASCC") and Allstate Insurance Company ("Allstate") dated
January 1, 1999 pursuant to which Allstate will provide investment management
services, investment advisory services, and certain other operational and
administrative support services to ASCC for those assets so designated by ASCC
(Form D-1 filed with Illinois Department of Insurance on November 17, 1998 and
accepted pursuant to a letter dated December 3, 1998).
Investment Advisory and Management Agreement between Allstate Insurance Company
("Allstate") and American Heritage Life Insurance Company ("AHL") dated October
31, 1999 pursuant to which Allstate will provide investment management services,
investment advisory services, and certain other operational and administrative
support services to AHL for those assets so designated by AHL (Form D-1 filed
with the
Illinois Department of Insurance in October 1999 and other prior notification
forms filed with the Florida Department of Insurance in October 1999).
Investment Advisory and Management Agreement between Allstate Insurance Company
("Allstate") and AHL Select HMO Incorporated ("AHL Select") dated October 31,
1999 pursuant to which Allstate will provide investment management services,
investment advisory services, and certain other operational and administrative
support services to AHL Select for those assets so designated by AHL Select
(Form D-1 filed with the Illinois Department of Insurance in October 1999 and
other prior notification forms filed with the Florida Department of Insurance in
October 1999).
Investment Advisory and Management Agreement between Allstate Insurance Company
("Allstate") and First Colonial Insurance Company ("First Colonial") dated
October 31, 1999 pursuant to which Allstate will provide investment management
services, investment advisory services, and certain other operational and
administrative support services to First Colonial for those assets so designated
by First Colonial (Form D-1 filed with the Illinois Department of Insurance in
October 1999 and other prior notification forms filed with the Florida
Department of Insurance in October 1999).
Investment Advisory and Management Agreement between Allstate Insurance Company
("Allstate") and Columbia Universal Life Insurance Company ("Columbia") dated
October 31, 1999 pursuant to which Allstate will provide investment management
services, investment advisory services, and certain other operational and
administrative support services to Columbia for those assets so designated by
Columbia (Form D-1 filed with the Illinois Department of Insurance in October
1999 and other prior notification forms filed with the Texas Department of
Insurance in October 1999).
Investment Advisory and Management Agreement between Allstate Insurance Company
("Allstate") and Concord Heritage Life Insurance Company, Inc. ("Concord") dated
October 31, 1999 pursuant to which Allstate will provide investment management
services, investment advisory services, and certain other operational and
administrative support services to Concord for those assets so designated by
Concord (Form D-1 filed with the Illinois Department of Insurance in October
1999 and other prior notification forms filed with the New Hampshire Department
of Insurance in October 1999).
Investment Advisory and Management Agreement between Allstate Insurance Company
("Allstate") and Keystone Life Insurance Company ("Keystone") dated October 31,
1999 pursuant to which Allstate will provide investment management services,
investment advisory services, and certain other operational and administrative
support services to Keystone for those assets so designated by Keystone (Form
D-1 filed with the Illinois Department of Insurance in October 1999 and other
prior notification forms filed with the Pennsylvania Department of Insurance in
October 1999).
Exhibit 10.3
INVESTMENT MANAGEMENT AGREEMENT
AND
AMENDMENT TO CERTAIN
SERVICE AND EXPENSE AGREEMENTS
AMONG
ALLSTATE INVESTMENTS, LLC
AND
ALLSTATE INSURANCE COMPANY
AND
THE ALLSTATE CORPORATION
AND
CERTAIN AFFILIATES
This Agreement made and effective as of January 1, 2002, among ALLSTATE
INVESTMENTS, LLC, a Delaware limited liability company ("ALLSTATE INVESTMENTS"),
ALLSTATE INSURANCE COMPANY, an Illinois insurance company ("Allstate"), THE
ALLSTATE CORPORATION, a Delaware corporation and parent of Allstate and ALLSTATE
INVESTMENTS ("Allcorp"), and those additional subsidiaries of Allcorp whose
signatures appear below (individually an "Affiliate" and collectively with
Allstate and Allcorp, the "Allstate Affiliates").
W I T N E S S E T H:
Allstate currently provides investment management services to Allcorp and
certain insurance Affiliates pursuant to a
Service and Expense Agreement, dated
as of January 1, 1999 (the "Insurance Affiliates Service Agreement") and to
certain non-insurance Affiliates pursuant to a
Service and Expense Agreement,
dated as of January 1, 2000 (the "Non-Insurance Affiliates Service Agreement,"
and, collectively with the Insurance Affiliates Service Agreement, the "Service
Agreements").
It has been determined that such investment management services in the future
will be more appropriately provided to the Allstate Affiliates by a separate
entity performing only investment management activities rather than by a
department of Allstate, resulting in benefits to the Allstate Affiliates.
Therefore, subject to obtaining all required regulatory approvals, effective
January 1, 2002, Allstate's Investment Department will cease providing
investment management services pursuant to the Service Agreements. All
investment management services will instead be provided to the Allstate
Affiliates by ALLSTATE INVESTMENTS, an Allcorp subsidiary.
To accomplish this change, the Allstate Affiliates desire to amend the Service
Agreements to terminate the provision of investment management services by
Allstate. They also desire to contract with ALLSTATE INVESTMENTS for the
rendering of investment management services by ALLSTATE INVESTMENTS subject to
the terms and conditions hereinafter set forth.
NOW, THEREFORE, it is agreed as follows:
ARTICLE 1
AMENDMENT OF EXISTING SERVICE AGREEMENTS
1.1 INSURANCE AFFILIATES SERVICE AGREEMENT. Allcorp, Allstate, and each
insurance Affiliate hereby agree to amend the Insurance Affiliates Service
Agreement by deleting Exhibit E and all references thereto such that Allstate no
longer provides investment management services to Allcorp or any insurance
Affiliate.
1.2 NON-INSURANCE AFFILIATES SERVICE AGREEMENT. Allstate and each
non-insurance Affiliate hereby agree to amend the Non-Insurance Affiliates
Service Agreement by deleting Exhibit B and all references thereto such that
Allstate no longer provides investment management services to any non-insurance
Affiliate.
ARTICLE 2
INVESTMENT MANAGEMENT SERVICES
2.1 APPOINTMENT. Each Allstate Affiliate hereby engages ALLSTATE INVESTMENTS
as the investment manager of its investment assets and grants ALLSTATE
INVESTMENTS the power and authority to advise, manage, and direct the investment
and reinvestment of such assets for the period and on the terms and conditions
set forth herein. Such activities shall be conducted subject to and in
accordance with the investment objectives, restrictions, and strategies set
forth in the Investment Policy and Investment Plan (the "Policy") adopted by the
Board of Directors of each such Allstate Affiliate with respect to its
respective investment portfolios, and in accordance with such other limitations
and guidelines as may be established from time to time for such portfolios by
such Boards (such investment objectives, restrictions, strategies, limitations,
and guidelines herein referred to collectively as the "Investment Guidelines").
ALLSTATE INVESTMENTS hereby accepts such responsibility and agrees during such
period to render the services and to assume the obligations herein set forth,
all as more fully described in Exhibit A, attached hereto (the "Services"). Each
of the Allstate Affiliates may from time to time reach agreement with ALLSTATE
INVESTMENTS that only certain of the listed Services will be provided.
2.2 CHARGES AND EXPENSES. Each Allstate Affiliate agrees to pay ALLSTATE
INVESTMENTS a fee for the Services equal to ALLSTATE INVESTMENTS' fully burdened
basis point charge for the management of such Allstate Affiliate's portfolio.
2
The fully burdened basis point charge is ALLSTATE INVESTMENTS's actual cost of
managing the portfolios in which such Allstate Affiliate invests, including the
provision of all administrative, reporting or other services required to manage
the portfolios and provide the Services. To the extent any of ALLSTATE
INVESTMENTS's costs are determined by allocations from any Allstate Affiliate,
the allocation shall be made in accordance with the general provisions of the
NAIC expense classification and allocation guidelines applicable to all
intercompany allocations between Allstate and its insurance affiliates.
ALLSTATE INVESTMENTS shall maintain and make available for review by any
Allstate Affiliate, or any regulator having jurisdiction over such Allstate
Affiliate, documentation showing the calculation of all such charges. Any
Allstate Affiliate may request a review of such charges for the Services and
such review will occur promptly thereafter. All brokerage commissions and other
direct transaction charges payable to third parties shall be in addition to any
fees payable to ALLSTATE INVESTMENTS for Services and may be paid on each
Allstate Affiliate's behalf from the assets in the such entities portfolio or
may be paid by ALLSTATE INVESTMENTS and reimbursed by such Allstate Affiliate.
2.3 PAYMENT. ALLSTATE INVESTMENTS will charge each Allstate Affiliate for the
Services via the monthly expense allocation process, and payments will be
through the monthly intercompany settlement process. The process will be
completed by personnel of ALLSTATE INVESTMENTS and each of the Allstate
Affiliates in the most timely and effective method available.
ARTICLE 3
MISCELLANEOUS PROVISIONS
3.1 PREVIOUS AGREEMENTS. Except for the amendments to the Service Agreements
pursuant to Article 1 above, nothing in this Agreement shall be deemed to amend
any previously executed agreement between the parties.
3.2 SCOPE OF SERVICES. The scope of, and the manner in which, ALLSTATE
INVESTMENTS provides the Services to the Allstate Affiliates shall be reviewed
periodically by ALLSTATE INVESTMENTS and the Allstate Affiliates.
3.3 STANDARD OF PERFORMANCE. ALLSTATE INVESTMENTS shall discharge its duties
hereunder at all times in good faith and with that degree of prudence,
diligence, care and skill which a prudent person rendering services as an
institutional investment manager would exercise under similar circumstances. The
provisions of this Agreement shall not be interpreted to imply any obligation on
the part of ALLSTATE INVESTMENTS to observe any standard of care other than as
set forth in this Section 3.3.
3.4 BOOKS AND RECORDS. Upon reasonable notice, and during normal business
hours, each Allstate Affiliate shall be entitled to, at its own expense, inspect
records that pertain to the computation of charges for the Services. ALLSTATE
INVESTMENTS shall at all times maintain correct and complete books, records and
accounts of all Services. Each
3
Allstate Affiliate shall have unconditional right of ownership of any records
prepared on its behalf under this Agreement.
3.5 LIABILITY OF ALLSTATE INVESTMENTS. In the absence of ALLSTATE
INVESTMENTS's willful or negligent misconduct (or the willful or negligent
misconduct of its officers, directors, agents, employees, controlling persons,
shareholders, and any other person or entity affiliated with ALLSTATE
INVESTMENTS or retained by it to perform or assist in the performance of its
obligations under this Agreement), neither ALLSTATE INVESTMENTS nor any of its
officers, directors, employees or agents shall be subject to liability to any
Allstate Affiliate for any act or omission in the course of, or connected with,
rendering services hereunder.
3.6 INDEPENDENT CONTRACTOR. ALLSTATE INVESTMENTS shall for all purposes be
deemed to be an independent contractor. All persons performing duties hereunder
at all times during the term of this agreement shall be under the supervision
and control of ALLSTATE INVESTMENTS, and shall not be deemed employees of any
Allstate Affiliate as a result of this Agreement and the Services provided
hereunder. ALLSTATE INVESTMENTS shall have no power or authority to bind any
Allstate Affiliate or to assume or create an obligation or responsibility,
express or implied, on behalf of any Allstate Affiliate, nor shall it represent
to anyone that it has such power or authority, except as expressly provided in
this Agreement. Nothing in this Agreement shall be deemed to create a
partnership between or among the parties, whether for purposes of taxation or
otherwise.
3.7 ASSIGNMENT. ALLSTATE INVESTMENTS shall not assign its obligations or
rights under this Agreement without the written consent of each Allstate
Affiliate. ALLSTATE INVESTMENTS may terminate this Agreement in its entirety,
and each Allstate Affiliate may cancel its participation in the arrangements
under this Agreement, each by giving six months written notice to the other
parties to this Agreement; provided, however, that in the event that the
affiliate relationship ceases to exist with respect to any Affiliate, this
Agreement shall terminate immediately with respect to such Allstate Affiliate.
Under no circumstances will the initial term of this Agreement exceed five (5)
years.
3.8 NOTICES. All communications provided for hereunder shall be in writing,
and if to an Allstate Affiliate, mailed or delivered to such Allstate Affiliate
at its office at the address listed in such Affiliate's Statutory Annual
Statement Blank, Attention: Secretary, or if to an entity not filing a statutory
Annual Statement Blank, mailed or delivered to its office at 0000 Xxxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Controller, or addressed to any party at
the address such party may hereafter designate by written notice to the other
parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
as of the day and year above written.
4
THE ALLSTATE CORPORATION
By: ______________________
Xxxxx X. Xxxx
Treasurer
ALLSTATE INSURANCE COMPANY
By: ______________________
Xxxxx x. Xxxx
Vice President and Treasurer
ALLSTATE INVESTMENTS, LLC
By: ______________________
Xxxxx X. Xxxxx
Chairman of the Board and President
5
AHL SELECT HMO, INC.
By: ______________________
Xxxx. Xxxxxxxx, Jr.
Secretary and Treasurer
ALLSTATE ASSURANCE COMPANY
By: ______________________
Xxxxx X. Xxxx
Treasurer
ALLSTATE COUNTY MUTUAL INSURANCE COMPANY
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
ALLSTATE ENTERPRISES, INC.
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
ALLSTATE FINANCIAL, LLC
By: ______________________
Xxxxx X. Xxxx
Treasurer
ALLSTATE FINANCIAL CORPORATION
By: ______________________
Xxxxx X. Xxxx
Treasurer
6
ALLSTATE FIRE AND CASUALTY INSURANCE COMPANY
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
ALLSTATE FLORIDIAN INDEMNITY COMPANY
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
ALLSTATE FLORIDIAN INSURANCE COMPANY
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
ALLSTATE HOLDINGS, LLC
By: ______________________
Xxxxx X. Xxxx
Executive Vice President and Treasurer
ALLSTATE INDEMNITY COMPANY
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
ALLSTATE INTERNATIONAL INC.
By: ______________________
Xxxxx X. Xxxx
Executive Vice President and Treasurer
7
ALLSTATE INTERNATIONAL INSURANCE HOLDINGS, INC.
By: ______________________
Xxxxx X. Xxxx
Executive Vice President and Treasurer
ALLSTATE LIFE INSURANCE COMPANY
By: ______________________
Xxxxx X. Xxxx
Treasurer
ALLSTATE MOTOR CLUB, INC.
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
ALLSTATE NEW JERSEY HOLDINGS, LLC
By: ______________________
Xxxxx X. Xxxx
Executive Vice President and Treasurer
ALLSTATE NEW JERSEY INSURANCE COMPANY
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
ALLSTATE NON-INSURANCE HOLDINGS, INC.
By: ______________________
Xxxxx X. Xxxx
Treasurer
8
ALLSTATE NORTH AMERICAN INSURANCE COMPANY
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
ALLSTATE PROPERTY AND CASUALTY INSURANCE COMPANY
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
AMERICAN HERITAGE LIFE INSURANCE COMPANY
By: ______________________
Xxxx X. Xxxxxxxx, Xx.
Executive Vice President, Treasurer, Chief Financial
Officer and Corporate Secretary
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
By: ______________________
Xxxxx X. Xxxx
Treasurer
ALLSTATE TEXAS LLOYD'S. INC.
By:_______________________
Xxxxx X. Xxxx
Vice President and Treasurer
9
CHARTER NATIONAL LIFE INSURANCE COMPANY
By: ______________________
Xxxxx X. Xxxx
Treasurer
COLUMBIA UNIVERSAL LIFE INSURANCE COMPANY
By: ______________________
Xxxxx X. Xxxx
Treasurer
CONCORD HERITAGE LIFE INSURANCE COMPANY INC.
By: ______________________
Xxxxx X. Xxxx
Treasurer
DEERBROOK INSURANCE COMPANY
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
DIRECT MARKETING CENTER INC.
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
ENCOMPASS HOLDINGS, LLC
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
10
ENCOMPASS INDEMNITY COMPANY
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
ENTERPRISES SERVICES CORPORATION
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
FIRST COLONIAL INSURANCE COMPANY
By: ______________________
Xxxx X. Xxxxxxxx, Xx.
Senior Vice President and Secretary
GLENBROOK LIFE AND ANNUITY COMPANY
By: ______________________
Xxxxx X. Xxxx
Treasurer
IVANTAGE GROUP, LLC
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
IVANTAGE SELECT AGENCY, INC.
By: ______________________
Xxxxx X. Xxxx
Treasurer
11
IVORY HOLDINGS, LLC
By: ______________________
Xxxx X. Xxxxxxxx, Xx.
Secretary
KEYSTONE STATE LIFE INSURANCE COMPANY
By: ______________________
Xxxxx X. Xxxx
Treasurer
LINCOLN BENEFIT LIFE COMPANY
By: ______________________
Xxxxx X. Xxxx
Treasurer
NORTHBROOK INDEMNITY COMPANY
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
NORTHBROOK LIFE INSURANCE COMPANY
By: _____________________
Xxxxx X. Xxxx
Treasurer
NORTHBROOK SERVICES, INC.
By: ______________________
Xxxxx X. Xxxx
Treasurer
00
XXXXXXXXX XXXXXXX INC.
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
RESCUE EXPRESS, INC.
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
ROADWAY PROTECTION AUTO CLUB, INC.
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
STERLING COLLISION CENTERS, INC.
By: ______________________
Xxxxx X. Xxxx
Treasurer
SURETY LIFE INSURANCE COMPANY
By: ______________________
Xxxxx X. Xxxx
Treasurer
TECH-COR, INC.
By: ______________________
Xxxxx X. Xxxx
Treasurer
13
THE NORTHBROOK CORPORATION
By: ______________________
Xxxxx X. Xxxx
Treasurer
USF&G BUSINESS INSURANCE COMPANY
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
WILLOW INSURANCE HOLDINGS INC.
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
WILLOW LAKE HOLDINGS, LLC
By: ______________________
Xxxxx X. Xxxx
Vice President and Treasurer
14
Exhibit 10.3
INVESTMENT SERVICES
A. APPOINTMENT. This Exhibit A details the Services to be provided by
ALLLSTATE INVESTMENTS pursuant to the Investment Management Agreement among
ALLSTATE INVESTMENTS and certain Allstate Affiliates to which this Exhibit A is
attached. For purposes of this Exhibit A, the investment portfolio of each
Allstate Affiliate will be referred to as an Account
B. ALLSTATE INVESTMENTS AS AGENT. ALLSTATE INVESTMENTS shall be
granted and exercise full investment discretion and authority in buying, selling
or otherwise disposing of or managing the investment of the assets held in each
Account and in the performance of the services rendered hereunder, and shall do
so as each Allstate Affiliate's agent only, subject to ALLSTATE INVESTMENTS'
adherence to the Policies and Investment Guidelines. Each Allstate Affiliate
hereby authorizes ALLSTATE INVESTMENTS to exercise all such powers with respect
to the assets of its respective Account as may be necessary or appropriate for
the performance by ALLSTATE INVESTMENTS of its obligations under the Agreement,
subject to the supervision of the Board of Directors of such Allstate affiliate
(the "Board"), and any limitations contained herein.
C. INVESTMENT ADVISORY SERVICES. In furtherance of the foregoing, and
in carrying out its obligations to manage the investment and reinvestment of the
assets in each Account, ALLSTATE INVESTMENTS shall, as appropriate and
consistent with the Investment Guidelines:
(a) perform research and obtain and evaluate such information relating
to the economics, industries, businesses, markets and new investment structures,
techniques, practices, and financial data as ALLSTATE INVESTMENTS deems
appropriate in the discharge of its duties under this Agreement; (b) consult
with and furnish to each Board recommendations with respect to overall
investment strategies for each respective Account; (c) seek out and implement
specific investment opportunities, consistent with such overall investment
strategies approved by each Board, including making and carrying out day-to-day
decisions to acquire or dispose of permissible investments, managing the
investment of the assets of each Account, and providing or obtaining such
services as may be necessary in managing, acquiring or disposing of investments;
(d) regularly report to the Boards with respect to the implementation of
investment strategies and any other activities in connection with management of
each Account's assets, including furnishing to each Board, within 45 days after
the end of each quarter, a report concerning investment activity during the
quarter; (e) maintain all required accounts, records, memoranda, instructions or
authorizations relating to the acquisition or disposition of investments for
each Account; (f) determine the securities to be purchased or sold by each
Account and place orders either directly with the issuer, with any broker-dealer
or underwriter that specializes in the securities for which the order is made,
or with any other broker or dealer that ALLSTATE INVESTMENTS selects; and (g)
perform the
services hereunder in a manner consistent with investment objectives and
policies of each Allstate Affiliate as detailed in the respective Investment
Guidelines, as amended from time to time, and in compliance, as appropriate,
with the applicable provisions of the insurance laws and regulations of each
Allstate Affiliate's domicile, as amended and any other applicable laws.
D. ALLOCATION OF BROKERAGE. ALLSTATE INVESTMENTS is authorized in its
sole discretion to select the brokers or dealers that will execute the purchases
and sales of securities for each Account. In making such selection, ALLSTATE
INVESTMENTS shall use its best efforts to obtain for each Account the most
favorable net price and execution available taking into account all appropriate
factors, including price, dealer spread or commission, if any, and size and
difficulty of the transaction. If, in the judgment of ALLSTATE INVESTMENTS, an
Allstate Affiliate would be benefited by supplemental investment research,
ALLSTATE INVESTMENTS is authorized, but not obligated, to select brokers or
dealers on the basis of research information, materials, or services they could
furnish to ALLSTATE INVESTMENTS for potential use in supplementing ALLSTATE
INVESTMENTS' own information and in making investment decisions for each
Account. The expenses of ALLSTATE INVESTMENTS and the charges to an Allstate
Affiliate may not necessarily be reduced as a result of receipt of such
supplemental information. Subject to the above requirements, nothing shall
prohibit ALLSTATE INVESTMENTS from selecting brokers or dealers with which it or
any Allstate Affiliate is affiliated.
E. SERVICE TO OTHER CLIENTS. Each Allstate Affiliate acknowledges
that ALLSTATE INVESTMENTS may perform services for clients other than the
Allstate Affiliates that are similar to the services to be performed pursuant to
this Agreement, and that ALLSTATE INVESTMENTS is free to do so provided that its
services pursuant to this Agreement are not in any way impaired. Each Allstate
Affiliate agrees that ALLSTATE INVESTMENTS may provide investment advice to any
of its other clients that may differ from advice given to such Allstate
Affiliate, or take action with respect to assets owned by it or its other
clients that may differ from the action taken with respect to any Account and/or
assets held therein, so long as ALLSTATE INVESTMENTS, to the extent reasonable
and practicable, allocates investment opportunities to each Account on a fair
and equitable basis relative to ALLSTATE INVESTMENTS' other clients. It is
understood that ALLSTATE INVESTMENTS shall have no obligation to purchase or
sell, or to recommend for purchase or sale for any Account, any security that
ALLSTATE INVESTMENTS, its affiliates, employees or agents may purchase or sell
for its or their own accounts or for the account of any other client, if, in the
opinion of ALLSTATE INVESTMENTS, such transaction or investment appears
unsuitable, impractical or undesirable for such Account. It is agreed that
ALLSTATE INVESTMENTS may use any supplemental investment research obtained for
the benefit of an Allstate Affiliate in providing investment advice to its other
clients or its own accounts. Conversely, such supplemental information obtained
by the placement of business for ALLSTATE INVESTMENTS or other entities advised
by ALLSTATE INVESTMENTS will be considered by and may be useful to ALLSTATE
INVESTMENTS in carrying out its
2
obligations to each Allstate Affiliate.
F. ALLOCATION OF TRADES. It is acknowledged that securities held by
an Allstate Affiliate may also be held by separate investment accounts or other
funds for which ALLSTATE INVESTMENTS may act as a manager. If purchases or sales
of securities for an Allstate Affiliate or other entities for which ALLSTATE
INVESTMENTS acts as investment manager arise for consideration at or about the
same time, each such Allstate Affiliate agrees that ALLSTATE INVESTMENTS may
make transactions in such securities, insofar as feasible, for the respective
entities in a manner deemed equitable to all. To the extent that transactions on
behalf of more than one client of ALLSTATE INVESTMENTS during the same period
may increase the demand for securities being purchased or the supply of
securities being sold, each Allstate Affiliate recognizes that there may be an
adverse effect on price.
It is agreed that, on occasions when ALLSTATE INVESTMENTS deems the
purchase or sale of a security to be in the best interests of an Allstate
Affiliate as well as other accounts or companies, it may, to the extent
permitted by applicable laws and regulations, but will not be obligated to,
aggregate the securities to be so sold or purchased for such Allstate Affiliate
with those to be sold or purchased for other accounts or companies in order to
obtain favorable execution and lower brokerage commissions. In that event,
allocation of the securities purchased or sold, as well as the expenses incurred
in the transaction, will be made by ALLSTATE INVESTMENTS in the manner it
considers to be most equitable and consistent with its obligations to such
Allstate Affiliate and to such other accounts or companies. Each Allstate
Affiliate recognizes that in some cases this procedure may adversely affect the
size of the position obtainable for such Allstate Affiliate.
G. CONTRACTS; AUTHORIZED SIGNATORIES. ALLSTATE INVESTMENTS shall have
the full power, right and authority, as each Allstate Affiliate's agent, in
accordance with this Agreement and the Investment Guidelines, to negotiate,
apply for, enter into, execute, deliver, amend, modify and/or terminate legal
documents of every kind and nature relating to or required by the investment of
the assets of each Account. All such documents may be entered into in an
Allstate Affiliate's name or in ALLSTATE INVESTMENTS' name (as agent for such
Allstate Affiliate), as ALLSTATE INVESTMENTS shall determine, and all such
documents shall be legally binding on such Allstate Affiliate. Those certain
employees and officers of ALLSTATE INVESTMENTS who are authorized to execute
transactions and sign documentation pursuant to the Policies and Procedures
adopted pursuant to authorization of the ALLSTATE INVESTMENTS' Board of
Directors, as they may be amended from time to time, shall also be authorized to
the same extent to execute transactions and sign documentation on behalf of any
Allstate Affiliate and/or ALLSTATE INVESTMENTS in connection with transactions
entered into on behalf of the assets of any Account pursuant to this Agreement.
H. COMPLIANCE WITH LEGAL REQUIREMENTS. ALLSTATE INVESTMENTS
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shall make all reasonable efforts to comply with and cause to be complied with
all applicable laws, rules, and regulations of the each Allstate Affiliate's
domicile, and any federal, state or municipal authority governing this
Agreement, the services rendered hereunder, each Account and the assets held
therein. Without limiting the foregoing, ALLSTATE INVESTMENTS shall comply with
all securities laws and other laws applicable to the services provided under
this Agreement.
I. TRANSACTION PROCEDURES. The assets of each Account are or will be
held in custody by the bank custodian(s) appointed by each Allstate Affiliate
from time to time. ALLSTATE INVESTMENTS shall not act as custodian for the
assets of any Account and shall not, under any circumstances, have or be deemed
to have ownership, custody or physical control of any of the assets of any
Account. ALLSTATE INVESTMENTS may, however, issue instructions to, and
communicate with, the bank custodian for each Account as may be necessary and
appropriate in connection with provision of its services pursuant to this
Agreement. At the option of ALLSTATE INVESTMENTS, instructions by ALLSTATE
INVESTMENTS to the bank custodian may be made orally or by computer, electronic
instruction systems or telecommunications terminals. ALLSTATE INVESTMENTS will
confirm that the bank custodian has effected such instructions either by access
to the bank's computerized identification system or by telephonic confirmation.
The bank custodian will confirm with ALLSTATE INVESTMENTS receipt of trade
instructions orally or by computer for the Account. ALLSTATE INVESTMENTS will
instruct all brokers, dealers and counterparties executing orders on behalf of
the assets of an Account to forward to ALLSTATE INVESTMENTS copies of all
confirmations.
J. RECORDKEEPING. ALLSTATE INVESTMENTS shall keep and maintain an
accurate and detailed accounting of each transaction concerning the assets of
each Account and of all receipts, disbursements, and other transactions relating
to the purchase and sale transactions arising hereunder. ALLSTATE INVESTMENTS
agrees to preserve such records for the greater of (i) six years; (ii) the
required period pursuant to the insurance laws of an Allstate Affiliate's
domicile and related regulations; or (iii) such other time period that an
Allstate Affiliate may from time to time request. ALLSTATE INVESTMENTS
acknowledges that all such records shall be the property of each Allstate
Affiliate and shall be made available, within five (5) business days of receipt
of a written request, to an Allstate Affiliate, its accountants, auditors or
other representatives of the Allstate Affiliate for inspection and/or copying
(at such Allstate Affiliate's expense) during regular business hours. In
addition, ALLSTATE INVESTMENTS shall provide any materials, reasonably related
to the investment advisory services provided hereunder, as may be reasonably
requested in writing by the directors or officers of an Allstate Affiliate, or
as may be required by any governmental agency with jurisdiction hereunder.
ALLSTATE INVESTMENTS further agrees to prepare and furnish to each
Allstate Affiliate and to other persons designated by such Allstate Affiliate,
at such regular intervals and other times as may be specified by such Allstate
Affiliate from time to time (i) such balance sheets, income and expense
statements and other financial
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statements and reports, and (ii) such other statements, reports and information,
in each case regarding the assets of its Account as such Allstate Affiliate
shall from time to time reasonably require.
In the event of termination of this Agreement for any reason, all such
records or copies thereof shall be returned promptly to the respective Allstate
Affiliate, free from any claim or retention of rights by ALLSTATE INVESTMENTS.
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