0001104659-08-018377 Sample Contracts

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • March 18th, 2008 • Allstate Financial Investment Trust • Massachusetts

This Agreement is made as of , 2008 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • March 18th, 2008 • Allstate Financial Investment Trust • Delaware

THIS AGREEMENT is made and entered into as of this 20th day of March, by and between Allstate Financial Investment Trust, a Delaware statutory trust (the “Client”) and Funds Distributor, LLC, a Delaware limited liability company (the “Distributor”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 18th, 2008 • Allstate Financial Investment Trust • Delaware

AGREEMENT made this 20th day of March, 2008 between Allstate Institutional Advisors, LLC (the “Adviser”) and Allstate Investment Management Company (the “Sub-Adviser”).

ADMINISTRATION AGREEMENT
Administration Agreement • March 18th, 2008 • Allstate Financial Investment Trust • Massachusetts

This Administration Agreement (“Agreement”) dated and effective as of , 2008, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and Allstate Financial Investment Trust, a Delaware statutory trust (the “Trust”).

COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • March 18th, 2008 • Allstate Financial Investment Trust • Delaware

AGREEMENT made as of the of , 2008 by and between Allstate Financial Investment Trust, with its principal office and place of business at 3100 Sanders Road, Suite J5, Northbrook, Illinois 60062 (the “Fund”), and Foreside Compliance Services, LLC, a Delaware limited liability company with its principal office and place of business at Two Portland Square, Portland, Maine 04101 (“FCS”).

SERVICE MARK LICENSING AGREEMENT between ALLSTATE INSURANCE COMPANY and ALLSTATE FINANCIAL INVESTMENT TRUST Dated as of March 20, 2008
Service Mark Licensing Agreement • March 18th, 2008 • Allstate Financial Investment Trust • Illinois

This Service Mark Licensing Agreement dated as of March 20, 2008 (this “Service Mark Licensing Agreement”), between Allstate Insurance Company (“Licensor”), an Illinois stock insurance company, and Allstate Financial Investment Trust (“Licensee”), a statutory trust organized under the laws of the State of Delaware,

ALLSTATE FINANCIAL INVESTMENT TRUST INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 18th, 2008 • Allstate Financial Investment Trust • Delaware

AGREEMENT made this 20th day of March, 2008 by and between ALLSTATE FINANCIAL INVESTMENT TRUST, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust set forth on Schedule A hereto as may be amended from time to time (each, a “Fund” and collectively, the “Funds”) and ALLSTATE INSTITUTIONAL ADVISORS, LLC, a Delaware statutory trust (the “Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 18th, 2008 • Allstate Financial Investment Trust • Delaware

AGREEMENT made this 20th day of March, 2008 between Allstate Institutional Advisors, LLC (the “Adviser”) and AllianceBernstein L.P. (the “Sub-Adviser”).

STANDARD & POOR’S MASTER INDEX LICENSE AGREEMENT
Master Index License Agreement • March 18th, 2008 • Allstate Financial Investment Trust • New York

This AGREEMENT, entered into as of the Effective Date, as set forth below, is made by and between STANDARD & POOR’S, a division of The McGraw-Hill Companies, Inc., a New York corporation (“S&P”) whose principal office is located at 55 Water Street, New York, New York 10041; and

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • March 18th, 2008 • Allstate Financial Investment Trust • Massachusetts

THIS AGREEMENT made as of the 20th day of March 2008, by and between ALLSTATE FINANCIAL INVESTMENT TRUST, having its principal office and place of business at 3100 Sanders Road, Northbrook, Illinois 60062 (the “Trust”), ALLSTATE LIFE INSURANCE COMPANY having its principal office and place of business at 3100 Sanders Road, Northbrook, Illinois 60062 (“ALIC”) and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (the “Transfer Agent”).

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