Allstate Financial Investment Trust Sample Contracts

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • December 24th, 2008 • Allstate Financial Investment Trust • Massachusetts

This Agreement is made as of March 20, 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 • December 24th, 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 • December 24th, 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 • December 24th, 2008 • Allstate Financial Investment Trust • Massachusetts

This Administration Agreement (“Agreement”) dated and effective as of March 20, 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 • December 24th, 2008 • Allstate Financial Investment Trust • Delaware

AGREEMENT made as of March 20, 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 • December 24th, 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,

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 24th, 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 limited liability company (the “Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 24th, 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

MASTER AGREEMENT for DST FAN MAIL® SERVICES
Master Agreement • December 24th, 2008 • Allstate Financial Investment Trust • Delaware

This MASTER AGREEMENT (“Agreement”) made as of June 16, 2008 (the “Effective Date”) by and between DST Systems, Inc., a Delaware corporation (“DST”) and Allstate Institutional Advisers, LLC, an Illinois limited liability company (“Customer”). DST and Customer are together referred to herein as the “Parties” and individually as a “Party’.

WHOLESALING AGREEMENT
Wholesaling Agreement • December 24th, 2008 • Allstate Financial Investment Trust • Delaware

THIS WHOLESALING AGREEMENT (the “Agreement”) dated as of March 20, 2008 (the “Effective Date”) is by and between Allstate Distributors, LLC (“Allstate”), with its principal office and place of business at 3100 Sanders Road, Suite N3B, Northbrook, IL 60062 and Funds Distributor, LLC (“Distributor”), with its principal office and place of business at 3435 Stelzer Road, Suite 1000, Columbus, OH 43219 (collectively, the “Parties”).

MASTER INDEX LICENSE AGREEMENT
Master Index License Agreement • December 24th, 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

SERVICES AGREEMENT
Services Agreement • December 24th, 2008 • Allstate Financial Investment Trust • Massachusetts

THIS AGREEMENT (the “Agreement”) is made as of the 3rd day of June , 2008 by and among National Financial Services LLC (“NFS”) and Fidelity Brokerage Services LLC (“FBS”) and (2) Allstate Financial Investment Trust (“Fund/Agent”). NFS and FBS are collectively referred to as “Fidelity” herein.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 24th, 2008 • Allstate Financial Investment Trust

EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of March 20, 2008 by and between Allstate Institutional Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Allstate Financial Investment Trust (the “Trust”), on behalf of each series of the Trust set forth on Schedule A (each a “Fund” and collectively the “Funds”).

MASTER AGREEMENT DST FAN SERVICES MUTUAL FUNDS
Master Agreement • December 24th, 2008 • Allstate Financial Investment Trust • Delaware

This MASTER AGREEMENT (“Agreement”) is made as of June 16, 2008 (the “Effective Date”) by and between DST Systems, Inc., a Delaware corporation (“DST”) and Allstate Institutional Advisers, LLC, an Illinois limited liability company (“Customer”). DST and Customer are together referred to herein as the “Parties” and individually as a “Party”.

DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • December 24th, 2008 • Allstate Financial Investment Trust • Delaware

AGREEMENT made this 20th day of March, 2008, by and between Allstate Institutional Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Funds Distributor, LLC, a Delaware limited liability company (the “Distributor”).

FIRST AMENDMENT to EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 24th, 2008 • Allstate Financial Investment Trust

THIS FIRST AMENDMENT, made and effective as of September 1, 2008, to the Expense Limitation Agreement dated March 20, 2008 (the “Agreement”) by and between Allstate Institutional Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Allstate Financial Investment Trust (the “Trust”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 24th, 2008 • Allstate Financial Investment Trust • Massachusetts

THIS AGREEMENT made as of the 16th day of April, 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”).

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”).

ALLOCATION OF JOINT FIDELITY BOND PREMIUMS AND RECOVERIES
Agreement • December 24th, 2008 • Allstate Financial Investment Trust • Delaware

THIS AGREEMENT dated as of this 20th day of March 2008, by and between Allstate Financial Investment Trust (the “Trust”), on behalf of each of its series as provided on Appendix A (the “Funds”), and Allstate Institutional Advisers, LLC (the “Adviser”, with the Trust, on behalf of each Fund, and the Adviser sometimes individually hereinafter referred to as a “Party” and collectively, the “Parties”).

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