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EXHIBIT 9(p)
GLENBROOK LIFE AND ANNUITY COMPANY
LAW AND REGULATION DEPARTMENT
0000 Xxxxxxx Xxxx, X0X
Xxxxxxxxxx, Xxxxxxxx 00000
Xxxx X. Xxxxxxx Direct Dial Number 000 000-0000
Counsel Facsimile 000 000 0000
December 19, 1995
AIM Variable Insurance, Funds, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Board of Directors
RE: PARTICIPATION AGREEMENT AMONG AIM VARIABLE
INSURANCE FUNDS, INC., A I M DISTRIBUTORS, INC.,
GLENBROOK LIFE AND ANNUITY COMPANY AND
ALLSTATE LIFE FINANCIAL SERVICES, INC.
Gentlemen:
The purpose of this letter is to set forth our understanding of certain
provisions of the Participation Agreement referenced above (the "Agreement")
that relate to compliance with the conditions of the order to be issued by the
Securities and Exchange Commission permitting AVIF to be used for "mixed and
shared funding," as described further in the Agreement. All capitalized terms
used herein shall have the meaning ascribed to them in the Agreement.
By way of background, we understand that the provisions referred to
above derive from the conditions that the SEC has traditionally imposed in
granting such orders. The SEC has articulated its conditions in general
language, without specifying the methodology that the Commission would find
sufficient for the parties to a participation agreement to follow in order to
be deemed to meet the conditions. We further understand that during the
application process for the Mixed and Shared Funding exemptive order, neither
the SEC nor its staff expressed a view regarding the specific manner by which
Participating Insurance Companies could satisfy these conditions.
In particular,it is difficult to discern, from the general language of
the SEC's conditions, the extent to which, and the specific manner by which,
the SEC would expect a Participating Insurance Company, such as Glenbrook, to
monitor other participating insurance companies with respect to the actions and
developments described in Sections 5.3 and 10 of the Agreement. Similarly, it
is difficult to discern the specific manner by which the SEC would expect an
underlying mutual fund, such as AVIF, to discharge its obligations regarding
individual Participating Insurance Companies with respect to such actions and
developments.
Given this background, we believe that it is advisable to set forth
our understanding concerning Sections 5.3 and 10 of the Agreement, which are
intended to reflect conditions
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imposed by the SEC.
With reference to Section 5.3 of the Agreement, it is understood and
agreed that such provision is intended to require Glenbrook to monitor only
itself, and not any other Participating Insurance Companies, with respect to
the actions and developments described in Section 5.3.
Pursuant to Section 10 of the Agreement, which requires Glenbrook to
be responsible for assuring that each of its Accounts holding Shares calculates
voting privileges in a manner consistent with that of other Participating
Insurance Companies or in the manner required by any Mixed and Shared Funding
exemptive order that AVIF may obtain in the future, we agree to provide to
A I M Advisors, Inc. ("AIM"), the adviser to AVIF, with a written copy of our
procedures for calculating voting privileges within 30 business days after the
execution of this Agreement. You agree to cause AIM to review our procedures
and to notify us whether our procedures are consistent with procedures being
used by other Participating Insurance Companies investing in AVIF. Until we are
notified in writing by you or by AIM of an inconsistency between our procedures
and the procedures being used by other Participating Insurance Companies, we
shall assume that our procedures are consistent with procedures used by
Participating Insurance Companies, and we shall have no affirmative obligation
to contact any such Participating Insurance Companies and verify directly with
them their procedures for calculating voting privileges.
If this letter agreement is consistent with your understanding of
these matters, kindly sign below and return a signed copy to us. This letter
agreement may be executed in two or more counterparts, each of which taken
together shall constitute one and the same instrument.
Very truly yours,
Glenbrook Life and Annuity Company Allstate Life Financial Services,
Inc
By: /s/ XXXXXX XXXXX By: /s/ XXXX X XXXXXXX
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Name: Xxxxxx Xxxxx Name: Xxxx X. Xxxxxxx
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Title: Vice President Title: General Counsel
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Acknowledged and Agreed:
AIM Variable Insurance Funds, Inc.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
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Title: President
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