STATE FARM VARIABLE PRODUCT TRUST
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SUB-ITEM 77Q1(e)
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of July,
2005, by and among STATE FARM VARIABLE PRODUCT TRUST, a Delaware business
trust (the "Trust"), STATE FARM INVESTMENT MANAGEMENT CORP., a Delaware
corporation (the "Adviser"), and CAPITAL GUARDIAN TRUST COMPANY (the "Sub-
Adviser"), relates to investment management services to be provided by the
Sub-Adviser.
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust issues shares of beneficial interest (the "shares")
registered under the Securities Act of 1933, as amended (the "1933 Act")
pursuant to a registration statement initially filed with the Securities
and Exchange Commission on February 27, 1997, as amended from time to time
(the "Registration Statement");
WHEREAS, the Trust has established multiple separate series of Shares,
each corresponding to a separate investment portfolio having its own
investment objective (the "Funds");
WHEREAS, the Shares of each Fund are offered exclusively in connection
with variable deferred annuity and variable universal life insurance
policies issued by State Farm Life Insurance Company and State Farm Life
and Accident Assurance Company;
WHEREAS, pursuant to a separate investment advisory and management
services agreement between the Trust and the Adviser (the "Advisory
Agreement"), the Trust has retained the Adviser to render investment
advisory and/or management services to each Fund;
WHEREAS, the Sub-Adviser is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended (the "Advisers Act");
WHEREAS, the Adviser desires to retain the Sub-Adviser to provide
investment advisory services to certain Funds in the manner and on the
terms and conditions set forth below; and
WHEREAS, the Sub-Adviser is willing to provide investment advisory
services to certain Funds in the manner and on the terms and conditions set
forth below; and
NOW, THEREFORE, in consideration of their mutual promises, the Trust,
the Adviser, and the Sub-Adviser agree as follows:
ARTICLE 1
Employment of Sub-Adviser
1.1 The Adviser hereby appoints the Sub-Adviser to act as
investment sub-adviser for and to invest and reinvest the assets of the
Large Cap Equity Fund, the Small Cap Equity Fund and the International
Equity Fund, (together, the "Sub-Advised Funds"), subject to the
supervision and control of the Board of Trustees of the Trust (the "Board")
for the period and upon the terms herein set forth. The Sub-Adviser will
establish and maintain a discretionary investment management account (the
"Account") for each Sub-Advised Fund, consisting of securities, funds, or
other assets contributed or liabilities allocated, (i) as the Adviser shall
initially designate for the purposes of opening this Account, (ii) as the
Adviser may from time to time designate in writing to Sub-Adviser and (iii)
as the Adviser may substitute pursuant to this Agreement. The Sub-Adviser
shall invest and reinvest the assets of the Account at such times and in
such securities as it believes to be in the best interest of the
shareholders of each Sub-Advised Fund.
1.2 The Sub-Adviser accepts such appointment and agrees during
such period at its own expense to render the services set forth herein, and
to assume the obligations herein set forth for the compensation herein
provided.
1.3 The Sub-Adviser shall for all purposes be deemed to be an
independent contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent the Trust or
the Adviser in any way or otherwise be deemed an agent of the Trust or the
Adviser. Notwithstanding the foregoing, the Sub-Adviser shall, for the
purposes of this agreement, have and exercise full investment discretion
and authority to act as agent for the Trust and the Adviser in buying,
selling or otherwise disposing of the investments of the Sub-Advised Funds,
subject to supervision by the Board.
1.4 The services of the Sub-Adviser herein provided are not to
be deemed exclusive. The Sub-Adviser may act as an investment adviser to
any other person, firm or corporation, and may perform management and any
other services for any other person, association, corporation, firm or
other entity pursuant to any contract or otherwise, and take any action or
do anything in connection therewith or related thereto, except as
prohibited by applicable law; and no such performance of management or
other services shall be in any manner restricted or otherwise affected by
any aspect of any relationship of the Sub-Adviser to the Trust, the Sub-
Advised Funds or the Adviser except as otherwise imposed by law or by this
agreement. The Sub-Adviser shall have no obligation to purchase or sell
for a Sub-Advised Fund, or to recommend for purchase or sale by a Sub-
Advised Fund, any security which Sub-Adviser, its principles, affiliates or
employees may purchase or sell for themselves or for any other clients.
ARTICLE 2
Duties of Sub-Adviser
2.1 Investment Advisory Services.
(a) Subject to the supervision of the Board and the
Adviser, the Sub-Adviser shall provide the Sub-Advised Funds with such
investment research, advice and supervision as is necessary for the
investment and proper supervision of the assets of each Sub-Advised Fund.
In this regard, the Sub-Adviser shall:
(i) perform research and obtain and evaluate pertinent
economic, statistical, and financial data relevant to the investments of
each Sub-Advised Fund as contemplated by the investment objectives and
strategies of each Sub-Advised Fund as set forth in the Registration
Statement and any amendments thereto;
(ii) at such times as shall be reasonably requested by
the Board or the Adviser, consult with the Board and furnish to the Board
recommendations with respect to an overall investment strategy for each Sub-
Advised Fund for approval, modification, or rejection by the Board;
(iii) seek out and implement specific investment
opportunities, consistent with any investment strategies approved by the
Board;
(iv) take such steps as are necessary to implement any
overall investment strategy approved by the Board for each Sub-Advised
Fund, including making and carrying out day-to-day decisions to acquire or
dispose of permissible investments, management of investments and any other
property of the Sub-Advised Fund, and providing or obtaining such services
as may be necessary in managing, acquiring or disposing of investments;
(v) regularly report to the Board with respect to the
implementation of any approved overall investment strategy and any other
activities in connection with management of the assets of each Sub-Advised
Fund, including furnishing, within 10 days after the end of each calendar
quarter, a statement of all purchases and sales during the quarter and a
schedule of investments and other assets of each Sub-Advised Fund as of the
end of the quarter;
(vi) maintain all accounts, records, memoranda,
instructions or authorizations required to be maintained by the Sub-Adviser
pursuant to the requirements of Rule 31a-1 under the 1940 Act, for the
period required by Rule 31a-2 under the 1940 Act, with respect to
transactions by the Sub-Adviser on behalf of the Sub-Advised Funds;
(vii) provide reasonable assistance to the
Custodian or the Adviser regarding valuation of portfolio securities that
the Custodian or Adviser is unable to procure, so that the Custodian or
Adviser can determine each business day the net asset value of the shares
of each Sub-Advised Fund in accordance with applicable law; and
(viii) provide the Adviser with a report of each
portfolio trade no later than the close of the next business day following
such trade.
(b) The Sub-Adviser's services shall be subject always to
the control and supervision of the Board and the Adviser, the restrictions
of the Declaration of Trust and Bylaws of the Trust, as amended from time
to time, the provisions of the 1940 Act, and each Sub-Advised Fund's
investment objective or objectives, investment policies and investment
restrictions as set forth in the then-current Registration Statement. The
Trust or the Adviser has furnished or will furnish the Sub-Adviser with
copies of the Registration Statement, Declaration of Trust, and Bylaws as
currently in effect and the Trust agrees during the continuance of this
agreement to furnish the Sub-Adviser with copies of any amendments or
supplements thereto before or at the time the amendments or supplements
become effective. The Sub-Adviser will be entitled to rely on all
documents and other information furnished by the Trust or the Adviser or
the representatives of either.
(c) The Sub-Adviser represents that in performing
investment advisory services for each Sub-Advised Fund, the Sub-Adviser
shall use its reasonable best efforts to (1) ensure that each Sub-Advised
Fund shall comply with Section 817(h) of the Internal Revenue Code of 1986,
as amended ("Code"), and the regulations issued thereunder, specifically
Regulation Section 1.817-5, relating to the diversification requirements
for variable annuity, endowment, and life insurance contracts, and any
amendments or other modifications to such Section or regulations; (2)
manage each Sub-Advised Fund's portfolio holdings in a manner consistent
with the requirements of Subchapter M of the Code, or any successor
provision, including without limitation, to ensure that the investment of
the Sub-Advised Funds meet the qualification tests of Section 851(b) of the
Code; (3) to ensure that each Sub-Advised Fund shall comply with any and
all applicable state insurance law restrictions on investments, and any
changes thereto, that operate to limit or restrict the investments that
such Sub-Advised Funds may otherwise make. The Sub-Adviser shall be
obligated for compliance under clause (3) of this Section 2.1(c) only to
the extent that the Trust has provided Sub-Adviser with notice, in writing,
of the state insurance law restrictions applicable to the Sub-Advised
Funds, including a description thereof. The Sub-Adviser shall also make
decisions for the Sub-Advised Funds as to the manner in which voting
rights, rights to consent to corporate action and any other rights
pertaining to the Sub-Advised Funds' portfolio securities shall be
exercised. Should the Board at any time make any determination as to
investment policy and notify the Sub-Adviser thereof in writing, the Sub-
Adviser, upon receipt of such notice, shall be bound by such determination
for the period, if any, specified in such written notice or until similarly
notified that such determination has been revoked.
(d) In connection with the acquisition or disposition of
securities described in Section 2.1(a)(iv), the Sub-Adviser may place
orders for the purchase or sale of portfolio investments for the account of
each Sub-Advised Fund with brokers or dealers selected by it and, to that
end, the Sub-Adviser is authorized as the agent of the Trust to give
instructions to the custodians of the Trust as to deliveries of securities
and payments of cash for the Account of each Sub-Advised Fund. In
connection with the selection of brokers or dealers and the placing of
purchase and sale orders with respect to assets of the Funds, the Sub-
Adviser is directed at all times to seek to obtain best execution. Subject
to this requirement and the provisions of the Advisers Act, the 1940 Act,
the 1934 Act, and other applicable provisions of law, the Sub-Adviser may
select brokers or dealers with which it or the Trust or the Adviser is
affiliated.
(e) In seeking the best execution, the Sub-Adviser may also
take into consideration research and statistical information and wire and
other quotation services provided by brokers and dealers to the Sub-
Adviser. The Sub-Adviser is authorized to effect individual securities
transactions at commission rates in excess of the minimum commission rates
available, if the Sub-Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of
either that particular transaction or Sub-Adviser's overall
responsibilities with respect to the Sub-Advised Funds and its other
clients and that the total commissions paid by each Sub-Advised Fund will
be reasonable in relation to the benefits to the Sub-Advised Fund over the
long term. The execution of such transactions shall not be deemed to
represent an unlawful act or breach of any duty created by this agreement
or otherwise. The Sub-Adviser will periodically evaluate the statistical
data, research and other investment services provided to it by brokers and
dealers. Such services may be used by the Sub-Adviser in connection with
the performance of its obligations under this agreement or in connection
with other advisory or investment operations including using such
information in managing its own accounts.
In the event that any broker or dealer fails on the due date, or within
such reasonable period as the Sub-Adviser may decide, to deliver any
necessary documents or, as the case may be, to pay any amount due, the Sub-
Adviser will, on request, pursue on behalf of the Trust all appropriate
legal remedies against such broker or dealer to recover such documents or
amount due or compensation in lieu thereof. The costs and expenses
properly incurred by the Sub-Adviser in connection with the pursuit of such
remedies shall be debited to the Sub-Advised Fund, unless paid by the
Adviser or Trust.
(f) Nothing in this agreement shall preclude the
aggregation of orders for the sale or purchase of securities or other
investments by the Sub-Advised Funds or by the Trust and other separate
accounts or other accounts (collectively, "Advisory Clients") managed by
the Sub-Adviser, provided that: the Sub-Adviser's actions with respect to
the aggregation of orders for multiple Advisory Clients, including the
Trust, are consistent with the applicable then-current positions in this
regard taken by the Securities and Exchange Commission or its staff through
releases, "no-action" letters, or otherwise. The Adviser and the Trust
recognize that in some cases this procedure may adversely affect the
results obtained for Sub-Advised Funds.
2.2 The Adviser shall retain the authority to establish and
modify, from time to time, the investment strategies and approaches to be
followed by the Sub-Adviser with respect to any Sub-Advised Fund, subject,
in all respects, to the supervision and direction of the Trust's Board of
Trustees and subject to compliance with the investment objectives, policies
and restrictions applicable to such Fund as set forth in the Registration
Statement or any amendment thereto, provided, however, that the Sub-
Adviser's duty under this agreement to act in conformity with any document,
instruction or guidelines produced by the Adviser shall not arise until
such document, instruction or guideline has been delivered to the Sub-
Adviser in writing.
2.3 The Sub-Adviser is not authorized to take or receive
physical possession of any of the assets of the Account, it being intended
that sole responsibility for safekeeping thereof (in such investments as
the Sub-Adviser may direct) and the consummation of all purchase, sales,
deliveries and investments made pursuant to the Sub-Adviser's direction
shall rest upon the custodian for the Sub-Advised Fund. The Sub-Adviser
shall have no liability with respect to the custody arrangements or the
acts, conduct or omissions of such custodian.
The Adviser shall provide such information about the Trust and its assets
as the Sub-Adviser may from time to time reasonably request in connection
with the performance of its duties under this Agreement. The Adviser
acknowledges that the Sub-Adviser will be relying on the Adviser's
identification of any assets contributed, or liabilities allocated, from
time to time to the Account, as well as their availability for sale as
applicable. The Sub-Adviser may reasonably rely without further inquiry
upon any information furnished to it by the Adviser hereunder, and the Sub-
Adviser will not be responsible for any errors or omissions arising from
any inaccuracies in such information.
ARTICLE 3
Compensation of the Sub-Adviser
3.1 (a) For the services to be rendered, the facilities to be
furnished and the payments to be made, as provided herein, the parties
hereto agree that the Adviser shall pay to the Sub-Adviser for the calendar
quarter of each Sub-Advised Fund a fee computed in accordance with the Fee
Schedule attached hereto and incorporated herein. The payment shall be
made by the Adviser to the Sub-Adviser within three business days after the
end of the calendar quarter.
(b) The Adviser shall be responsible for payment of, and
the Sub-Adviser agrees that it shall have no claim against the Trust or any
Sub-Advised Fund respecting, the Sub-Adviser's compensation under this
agreement.
(c) During the term of this agreement, the Sub-Adviser will
bear all expenses incurred by it in connection with its services under this
agreement. The Sub-Adviser shall not be responsible for any expenses
incurred by the Trust, the Sub-Advised Funds or the Adviser.
3.2 For the quarter and year in which this agreement becomes
effective or terminates there shall be a proration on the basis of the
number of days that the agreement is in effect during the quarter and year
respectively.
3.3 If, pursuant to the Trust's Registration Statement and
Declaration of Trust then currently in effect, the net asset value is not
required to be determined on any particular business day, then for the
purpose of the foregoing computations, the net asset value of a share as
last determined shall be deemed to be the net asset value of a share as of
the close of business on that day.
3.4 In connection with purchases or sales of portfolio
securities for the account of the Sub-Advised Funds, neither the Sub-
Adviser nor any officer, director, shareholder or other affiliate of the
Sub-Adviser shall: (i) act as agent and accept any compensation other than
its compensation provided for in this agreement, except in the course of
such person's business as an underwriter or broker; or (ii) act as broker
and accept any commission, fee, or other remuneration in excess of the
limits prescribed in the 1940 Act and the rules promulgated thereunder.
ARTICLE 4
Limitations of Liability; Indemnification
4.1 Limitation of Liability of Sub-Adviser. The Sub-Adviser
shall not be liable for any error of judgment or import of law, or for any
loss suffered by the Trust, any Sub-Advised Fund or their shareholders in
connection with the matters to which this agreement relates, except loss
resulting from: (i) willful misfeasance, bad faith or gross negligence on
the part of the Sub-Adviser in the performance of its obligations and
duties under this agreement; or (ii) its reckless disregard of its
obligations and duties under this agreement. The Sub-Adviser shall not
have breached its obligations under this agreement by, nor shall it be
liable for, any action taken in good faith and in the exercise of due care.
4.2 Limitation of Liability of Trust. The Sub-Adviser
acknowledges that it has received notice of and accepts the limitations on
the Trust's liability as set forth in the Trust's Declaration of Trust, as
amended from time to time. In accordance therewith, the Sub-Adviser agrees
that the Trust's obligations hereunder shall be limited to the assets of
the Sub-Advised Funds and, with respect to each Sub-Advised Fund, shall be
limited to the assets of such Sub-Advised Fund, and no party shall seek
satisfaction of any such obligation from any shareholder of the Trust, nor
from any trustee, officer, or employee of the Trust.
4.3 Indemnification.
(a) By the Sub-Adviser.
The Sub-Adviser shall indemnify and hold harmless the Adviser or the Trust
from any and all losses, claims, damages, or liabilities including
reasonable attorney's fees and related costs and expenses (collectively,
"Claims"), to the extent resulting, in whole or in part, from any acts, or
failure to act, of the Sub-Adviser, its affiliated companies, and their
respective directors, officers, and employees (collectively the "Sub-
Adviser Parties"), that constitute willful misconduct, bad faith, gross
negligence, or reckless disregard of the Sub-Adviser's obligations and
duties hereunder.
(b) By the Adviser.
Because the Adviser has been retained solely to provide the investment
advisory and related services described in this agreement, the Adviser
shall indemnify and hold harmless the Sub-Adviser Parties against any and
all Claims to which any of the Sub-Adviser Parties may become subject in
connection with the matters to which this Agreement relates including,
without limitation, claims under federal or state securities laws, federal
or state tax laws, or under any other statute or regulation, at common law
or otherwise, except to the extent that the Sub-Adviser provides an
indemnity under the previous paragraph, 4.3(a).
ARTICLE 5
Books and Records
5.1 The Sub-Adviser hereby undertakes and agrees to maintain, in
the form and for the period required, all records relating to the Sub-
Advised Funds' investments that are required to be maintained by the Trust
pursuant to the requirements of Rule 31a-1 of the 1940 Act.
5.2 In compliance with Rule 31a-3 of the 1940 Act, the Sub-
Adviser agrees that all books and records which it maintains for the Sub-
Advised Funds are the property of the Trust and further agrees to surrender
promptly to the Trust any such books, records or information upon the
Trust's request. All such books and records shall be made available,
within five business days of a written request, to the Trust's accountants
or auditors during regular business hours at the Sub-Adviser's offices.
The Trust or its authorized representative shall have the right to copy any
records in the possession of the Sub-Adviser, which pertain to the Trust.
Such books, records, information or reports shall be made available to
properly authorized government representatives consistent with state and
federal law and/or regulations. In the event of the termination of this
agreement, upon payment of any compensation due Sub-Adviser under Article 3
hereof, all such books, records or other information shall be returned to
the Trust upon the Trust's request.
5.3 The Sub-Adviser further agrees that it will not disclose or
use any records or information obtained pursuant to this agreement in any
manner whatsoever except as authorized in this agreement or as otherwise
authorized by the Trust or the Adviser and that it will keep confidential
any information obtained pursuant to this agreement and disclose such
information only if the Trust or the Adviser has authorized such
disclosure, or if such disclosure is required by federal or state
regulatory authorities.
ARTICLE 6
Duration and Termination of this Agreement
6.1 Effective Date and Term. This agreement shall not become
effective unless and until the later of the time at which (i) it is
approved by the Trust's Board, including a majority of Trustees who are not
parties to this agreement or interested persons of any such party to this
agreement, or (ii) it is approved by such Sub-Advised Fund's outstanding
voting securities as required by the 1940 Act. This agreement shall come
into full force and effect on the date which it is so approved. As to each
Sub-Advised Fund, the agreement shall continue in effect for two years and
shall thereafter continue in effect from year to year so long as such
continuance is specifically approved for each Sub-Advised Fund at least
annually by: (i) the Board, or by the vote of a majority of such Sub-
Advised Fund's outstanding voting securities; and (ii) a majority of those
Trustees who are not parties to this agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on
such approval.
6.2 Termination.
(a) This agreement may be terminated at any time, without
penalty, by vote of the Board, by vote of the holders of a majority of the
outstanding shares of the applicable Sub-Advised Fund, or by the Adviser or
Sub-Adviser, on sixty (60) days' written notice to the other parties.
(b) This agreement may be terminated at any time without
the payment of any penalty by the Adviser or by vote of the Board in the
event that it shall have been established by a court of competent
jurisdiction that the Sub-Adviser or any officer or director of the Sub-
Adviser has taken any action which results in a breach of the covenants of
the Sub-Adviser set forth herein.
(c) This agreement shall automatically terminate in the
event of its assignment.
ARTICLE 7
Amendments to this Agreement
7.1 This agreement may be amended as to each Sub-Advised Fund by
the parties only if such amendment is specifically approved by: (i) the
vote of a majority of such Sub-Advised Fund's outstanding voting
securities; and (ii) a majority of those Trustees who are not parties to
this agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval (unless, in the
case of (i), the Trust receives an order of the Commission or "no-action"
letter permitting it to modify the agreement without such vote).
ARTICLE 8
Notices
8.1 All notices and other communications hereunder shall be in
writing (including telex or similar writing) and shall be deemed given if
delivered in person or by messenger, cable, telegram or telex or facsimile
transmission or by a reputable overnight delivery service which provides
evidence of receipt to the parties at the following addresses or telex or
facsimile transmission numbers (or such other address or number for a party
as shall be specified by like notice):
(a) if to the Sub-Adviser, to:
Capital Guardian Trust Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile transmission number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Treasurer
(b) if to the Trust, to:
State Farm Variable Product Trust
Three ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile transmission number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Secretary
(c) if to the Adviser, to:
State Farm Investment Management Corp.
Three ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile transmission number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Secretary
Each such notice or other communication shall be effective (i) if given by
telex or facsimile transmission, when such telex or facsimile is
transmitted to the number specified in this section and the appropriate
answer back or confirmation is received, and (ii) if given by any other
means, when delivered at the address specified in this section.
ARTICLE 9
Representations and Warranties
9.1 Of the Sub-Adviser. By entering into this agreement, the
Sub-Adviser represents and warrants that:
(a) it is registered as an investment adviser under the
Advisers Act;
(b) it has full power and authority to enter into this
agreement, and that the undersigned has full power and authority to execute
this Agreement on the Sub-Advisor's behalf;
9.2 Of the Adviser. By entering into this agreement, the
Adviser represents and warrants that:
(a) it is a Delaware corporation;
(b) it has full power and authority to serve in its
capacity as Adviser to Trust and to enter into this agreement, and that the
undersigned has full power and authority to execute the Agreement on the
Adviser's behalf.
(c) all securities, funds and other assets which at any
time constitute an Account are the sole property of the Trust and are free
from any charge or encumbrance;
(d) it has obtained all necessary licenses, permits,
approvals or other registrations to act as the Adviser of the Trust (and
will promptly notify the Sub-Adviser if any such licenses, permits,
approvals or other registrations are suspended, revoked or not renewed);
(e) it shall not transact in or remove from an Account any
securities, funds or other assets without first giving reasonable written
notice to the Sub-Adviser or terminating this Agreement; and
(f) it has received a copy of Part II of the Sub-Advisor's
Form ADV (the "ADV"). The Advisor understands that if it has received the
ADV less than 48 hours prior to its entering into this Agreement, the
Advisor may terminate the Agreement without penalty within five (5)
business days after entering into the Agreement.
9.3 Of the Trust.
(a) it is a Delaware business trust;
(b) it has full power and authority to enter into this
agreement, and that the undersigned has full power and authority to execute
the agreement on the Trust's behalf;
(c) all securities, funds and other assets which at any
time constitute an Account are the sole property of the Trust and are free
from any charge or encumbrance;
(d) it has obtained all necessary licenses, permits,
approvals or other registrations to act as a Trust (and will promptly
notify the Sub-Adviser if any such licenses, permits, approvals or other
registrations are suspended, revoked or not renewed); and
(e) it shall not transact in or remove from an Account any
securities, funds or other assets without first giving reasonable written
notice to the Sub-Adviser or terminating this Agreement.
ARTICLE 10
Use of Name
The Adviser and the Trust acknowledge and agree that the names "Capital
Guardian Trust Company," "Capital Guardian," and any of the other names of
the Sub-Adviser or the Sub-Adviser's affiliates (including the American
Funds Group), and any derivative or logo or trade or service ▇▇▇▇ thereof
(collectively, the "Names and Trademarks"), are the valuable property of
the Sub-Adviser and the Sub-Adviser's affiliates. The Adviser and the
Trust shall not have the right to use the Names and Trademarks without the
prior, express, written consent of the Sub-Adviser, which consent shall not
be unreasonably withheld for the period of time of which this Agreement is
in effect; provided, however, that such names may be used in the
Registration Statement then currently in effect without such approval.
Immediately, upon termination of this Agreement, the Adviser and the Trust
shall cease to use such Names and Trademarks.
The Adviser and the Trust agree that they will review with the Sub-Adviser
any advertisement, sales literature, presentation material or other notice
prior to its use or publication that makes reference to the Names and/or
Trademarks, so that the Sub-Adviser may review the context in which the
Names and/or Trademarks are being referred to, it being agreed that the Sub-
Adviser shall have no responsibility to ensure the adequacy of the form or
content of such materials for the purposes of applicable laws or
regulations, if any. If the Adviser or the Trust makes any unauthorized
use of, or reference to, the Names or the Trademarks, the Adviser and the
Trust acknowledges that the Sub-Adviser may suffer irreparable harm for
which monetary damages may not be completely adequate, and therefore the
Sub-Adviser may also seek injunctive relief.
ARTICLE 11
Miscellaneous Provisions
11.1 Definitions of Certain Terms. The terms "assignment",
"affiliated person" and "interested person", when used in this agreement,
shall have the respective meanings specified in the 1940 Act. The term
"majority of the Sub-Advised Fund's outstanding voting securities" means
the lesser of: (a) 67% or more of the votes attributable to such Shares of
the Sub-Advised Fund present at a meeting if the holders of more than 50%
of such votes are present or represented by proxy; or (b) more than 50% of
the votes attributable to Shares of the Sub-Advised Fund.
11.2 Applicable Law.
(a) This agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws of Illinois
without regard to its conflict of laws rules.
(b) This agreement shall be subject to the provisions of
the 1940 and the Advisers Acts, and the rules and regulations and rulings
thereunder, including such exemptions from those statutes, rules and
regulations as the SEC may grant and the terms hereof shall be interpreted
and construed in accordance therewith.
11.3 Severability. If any provision of this agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this agreement shall not be affected thereby.
11.4 "State Farm". The Sub-Adviser agrees that the name "State
Farm," which comprises a component of the Trust's name, is a property right
of the parent of the Adviser. Except as is necessary in performing its
duties under this Agreement, Sub-Adviser shall not have the right to use
the name "State Farm" or any derivative name or logo or trade or service
▇▇▇▇ thereof without the express, written consent of the Adviser. The Sub-
Adviser acknowledges that the use of the name "State Farm" by the Trust is
governed by the terms of the Advisory Agreement.
11.5 Captions. The captions in this agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
11.6 Counterparts. This agreement may be executed
simultaneously in multiple counterparts, each of which taken together shall
constitute one and the same instrument.
11.7 Cooperation with Authorities. Each party hereto shall
cooperate with the other party and all appropriate governmental authorities
(including without limitation the SEC, the NASD, and state securities regu
lators) and shall permit such authorities reasonable access to its books
and records in connection with any investigation or inquiry relating to
this agreement or the transactions contemplated hereby.
11.8 Force Majeure. The Sub-Adviser shall not be liable for any
failure, delay or interruption in the performance of its obligations
hereunder if such failure, delay or interruption results from the
occurrence of any acts, events or circumstances beyond the Sub-Adviser's
reasonable control, and the Sub-Adviser shall have no responsibility of any
kind for any loss or damage thereby incurred or suffered by the Adviser.
In such case, the terms of the Agreement shall continue in full force and
effect and the Sub-Adviser's obligations shall be performed or carried out
as soon as legally and practicably possible after the cessation of such
acts, events or circumstances.
11.9 Privacy. No entity a party to this agreement shall disclose
or use nonpublic personal information (as defined in Rule 3(t) of
Regulation S-P) provided by any other party to this agreement, except as
necessary to carry out the purposes for which such information is provided,
including information that is used in accordance with Rules 14 and 15 of
Regulation S-P in the ordinary course of business.
IN WITNESS WHEREOF, the parties hereto have caused this agreement
to be executed in their names and on their behalf by their duly authorized
officers all on the day and year first above written.
STATE FARM INVESTMENT MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: President
STATE FARM VARIABLE PRODUCT TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
CAPITAL GUARDIAN TRUST COMPANY
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
FEE SCHEDULE
The fees payable by the Adviser to the Sub-Adviser shall be determined
according to the following schedule and shall be based upon the average
daily net assets as determined by the Adviser. The fee shall be accrued
daily and paid quarterly to the Sub-Adviser by the Adviser.
Large Cap Equity Fund:
On the first $25 million ......... 0.55% of average daily net assets
$25 million to $50 million ....... 0.40% of average daily net assets
Over $50 million ................ 0.275% of average daily net assets
Small Cap Equity Fund:
On the first $25 million ......... 0.75% of average daily net assets
$25 million to $50 million ....... 0.60% of average daily net assets
$50 million to $100 million ..... 0.425% of average daily net assets
Over $100 million ............... 0.375% of average daily net assets
International Equity Fund:
On the first $25 million ......... 0.75% of average daily net assets
$25 million to $50 million ....... 0.60% of average daily net assets
$50 million to $250 million ..... 0.425% of average daily net assets
Over $250 million ............... 0.375% of average daily net assets
For purposes of calculating the fees under the above schedules, other
assets managed by Sub-Adviser for companies associated with the Adviser are
taken into consideration according to Sub-Adviser fee aggregation and
discount policies attached hereto as Exhibit 1
EXHIBIT 1
---------
Fee Aggregation Policies
------------------------
Fee aggregation will apply to all accounts managed by Capital Group
companies, except for emerging markets equity investments and investments
in funds with internally charged fees ("Eligible Accounts"). In order to
achieve the benefit of fee aggregation, the combined actual fees must
exceed the combined total of the minimum fee applicable to each of the
client's Eligible Accounts.
For additional Eligible Accounts with the same investment objectives and
guidelines, all assets for these Eligible Accounts will be aggregated for
fee calculation purposes.
For additional Eligible Accounts with different investment objectives and
guidelines:
Each account will be charged on the first $10 million at the initial
breakpoint rate for the appropriate mandate. Any incremental assets over
$10 million will be aggregated and charged at the incremental rate for
the appropriate mandate.
Assets invested in Pooled Investment Vehicles will be aggregated and
charged at the incremental rate for the appropriate mandate.
The first additional account within a new country will be charged on the
first $25 million at the initial breakpoint rate for the appropriate
mandate. Any incremental assets over $25 million will be aggregated and
charged at the incremental rate for the appropriate mandate.
For fee aggregation purposes, Eligible Accounts will be aggregated in the
following order: balanced, equity-developed markets, convertible, fixed-
income-high yield, fixed-income-emerging markets, and fixed-income-
developed markets.
Unless otherwise requested, the benefit from fee aggregation for clients
with multiple accounts will be calculated by comparing total aggregated
fees to total unaggregated fees for all Eligible Accounts. The resulting
percentage discount will be applied to each Eligible Account's unaggregated
fees.
If all Eligible Accounts are not denominated in the same currency, the
local currency assets of each Eligible Account and the related fees
calculated on an unaggregated basis will be converted to a designated base
currency using the applicable foreign exchange rate. The total of such
fees will be compared to the Eligible Accounts' total aggregated fees.
The resulting percentage discount will then be applied to each Eligible
Account's unaggregated fee as determined in the applicable currency.
Fee Discounts and Elimination of Fee Breakpoints
------------------------------------------------
The following fee discount will be applied based upon the Total Aggregated
fees:
Clients between $1.25 million to $4.0 million ...... 5% discount
Clients between $4.0 million to $8.0 million ...... 7.5% discount
Clients between $8.0 million to $12.0 million ...... 10% discount
Clients over $12.0 million ...... 12.5%discount
For this purpose, Total Aggregated fees will include all fees from separate
accounts, Pooled Investment Vehicles, and funds with internally charged
fees managed by Capital Group companies, except for investments in American
Funds' mutual funds. The resulting fee discount percentage will be applied
to each account's fees (excluding fees related to investments in funds with
internally charged fees).
For clients whose total aggregated fees (before discounts) exceed $3.0
million, fee breakpoints will be eliminated and each account will be
charged at the lowest marginal fee rate applicable to the account's fee
schedule.
To determine the applicable fee discount level and breakpoint elimination
threshold, the total aggregated fees for the quarter will be annualized.
For this purpose, all local currency fees will be converted to a designated
base currency.
Fees related to investments in funds with internally charged fees will be
estimated by multiplying the quarter end value of the investment (adjusted
on a prorated basis for any contributions or withdrawals during the
quarter) by the fund's effective fee. For this purpose, the effective fee
will be based on the value of the fund's quarter end assets and the fund's
current fee schedule.
Applicable discount levels and the elimination of fee breakpoints will be
effective beginning with the first quarter a discount threshold is exceed
and will remain in effect unless the total fees fall below the discount
threshold due to a significant withdrawal of assets. A decline in the
market alone will not cause the reinstatement of a lower discount level or
fee breakpoints.