AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT (the
"Agreement") is made and entered into this __ day of June 2008 by
and among STATE FARM VARIABLE PRODUCT TRUST, a
Delaware statutory trust (the "Trust"), STATE FARM INVESTMENT
MANAGEMENT CORP., a Delaware corporation (the "Adviser"), and
BRIDGEWAY CAPITAL MANAGEMENT, INC., a Texas corporation
(the "Sub-Adviser) relating 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 ("SEC") 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, 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 Fund(s) 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 Fund(s) 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 a portion
of the assets of the State Farm Small/Mid Cap Equity Fund and the
State Farm Large Cap Equity Fund allocated by the Adviser to the
Sub-Adviser (each a "Sub-Advised Fund" and collectively 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. Unless otherwise noted, reference in the
remainder of this Agreement to the term "Sub-Advised Fund" or
"Sub-Advised Funds" means only the portion of the State Farm
Small/Mid Cap Equity Fund or the State Farm Large Cap Equity
Fund allocated by the Adviser to the Sub-Adviser. The Sub-Adviser
will establish and maintain a discretionary investment management
account for each Sub-Advised Fund (each an "Account" and
collectively the "Accounts"), consisting of securities, funds, or other
assets contributed or liabilities allocated, (i) as the Adviser shall
initially designate for the purposes of opening the Accounts, (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 Accounts
at such times and in such securities as it believes to be in the best
interest of the Sub-Advised Funds.
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, investment company, firm or
corporation, and may perform management and any other services
for any other person, investment company, 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 the Sub-Advised
Funds, or to recommend for purchase or sale by a Sub-Advised
Fund, any security which Sub-Adviser, its principals, 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 each Sub-Advised
Fund with such investment research, advice and supervision as is
necessary for the investment and proper supervision of the assets of
the 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 the Sub-Advised Funds as contemplated by the
investment objectives and strategies of the Sub-Advised Funds 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 a 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 a 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 a 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 a 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 the Sub-Advised Funds 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 the Sub-Advised Funds 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 not be subject to any amendments or supplements until after the
Sub-Adviser has been provided written copies of such amendments
or supplements. 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 the Sub-Advised Funds,
the Sub-Adviser shall use its reasonable best efforts to manage each
Sub-Advised Fund's portfolio holdings in a manner consistent with
(1) Section 817(h) of the Internal Revenue Code of 1986, as
amended (the "Code"), and the regulations thereunder, specifically
Regulation Section 1.817-5, relating to diversification requirements
for variable annuity, endowment and life insurance contracts, and
any amendments or other modifications to such Section or
regulations and (2) the requirements of Subchapter M of the Code,
or any successor provision. The Sub-Adviser shall be obligated for
compliance under clause (1) of this section 2.1(c) only to the extent
that the Trust has provided the Sub-Adviser with notice, in writing, of
the diversification requirements. The Adviser and Trust
acknowledge that ultimate responsibility for compliance with Code
Section 817(h) and Subchapter M of the Code remains with the
Adviser and the Trust. 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.
The Sub-Adviser shall have the power to vote, either in person or by
proxy, all portfolio securities held in the Accounts in accordance with
Sub-Adviser's proxy voting policies, and shall not be required to seek
or take instructions from the Adviser or the Trust with respect
thereto. If both the Sub-Adviser and another entity managing assets
of the Sub-Advised Fund have invested in the same security, the
Sub-Adviser and such other entity will each have the power to vote
its pro rata share of the security. 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 the 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 Sub-Advised Fund, 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 the 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 Sub-Advised Fund, are
consistent with the applicable then-current positions in this regard
taken by the SEC 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 the Sub-
Advised Fund.
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 an 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 each 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 each
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, a Sub-Advised
Fund 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 a Sub-Advised Fund, 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 mistake
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 a 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
misfeasance, bad faith, gross negligence, or reckless disregard of
the Sub-Adviser's obligations and duties hereunder.
(b) By the Adviser.
Because the Sub-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, or
any claims which may be sustained as a result of the Adviser's willful
misfeasance, bad faith, gross negligence or reckless disregard of its
duties hereunder, except to the extent that the Sub-Adviser provides
an indemnity under the previous paragraph, 4.3(a).
The Sub-Adviser shall not be liable to the Adviser for (i) any acts of
the Adviser or any other sub-adviser to the Sub-Advised Fund with
respect to the portion of the assets of the Sub-Advised Fund not
managed by Sub-Adviser or (ii) acts of the Sub-Adviser which result
from acts of the Adviser, including, but not limited to, a failure of the
Adviser to provide accurate and current information with respect to
any records maintained by Adviser or any other sub-adviser to the
Sub-Advised Fund, which records are not also maintained by or
otherwise available to the Sub-Adviser upon reasonable request.
The Adviser shall indemnify the Sub-Adviser, its affiliates and
controlling persons (as defined in the ▇▇▇▇ ▇▇▇) from any liability
arising from the conduct of the Adviser and any other sub-adviser
with respect to the portion of the Sub-Advised Fund's assets not
allocated for management to the Sub-Adviser.
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 Fund's 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 Fund 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 with respect to a Sub-Advised Fund 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, (ii) it is approved by such Sub-Advised Fund's
outstanding voting securities as required by the 1940 Act (unless the
Trust and the Adviser have obtained an order from the SEC
exempting the Trust from this requirement), or (iii) the Sub-Adviser
begins providing services to the Sub-Advised Fund as described in
Article 2 of this Agreement. This Agreement shall come into full
force and effect on that date. As to the 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 the 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 any party hereto
immediately upon written notice to the other parties in the event that
a court of competent jurisdiction determines that the other party or
parties has or have breached a material provision of this Agreement.
(c) This Agreement shall automatically
terminate in the event of its assignment.
ARTICLE 7
Amendments to this Agreement
7.1 Except as otherwise required by the 1940 Act,
this Agreement may be amended as to a 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; or (ii) by the Board, including 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.
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:
Bridgeway Capital Management, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile transmission number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Partner Relationships
(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-Adviser'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 the Sub-Advised Funds 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 is registered as an investment adviser
under the Advisers Act and it has obtained all necessary licenses,
permits, approvals or other registrations to act as the investment
adviser of the Trust and Sub-Advised Funds (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-Adviser's Form ADV (the "ADV"). The Adviser understands that
if it has received the ADV less than 48 hours prior to its entering into
this Agreement, the Adviser 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 statutory 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 Delaware
statutory 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
"Bridgeway" and "Bridgeway Capital Management" and any of the
other names of the Sub-Adviser or the Sub-Adviser's affiliates, 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 and
Trademarks 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 conflicts of laws rules.
(b) This Agreement shall be subject to the
provisions of the 1940 Act and the Advisers Act, 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
Financial Industry Regulatory Authority, and state securities
regulators) 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:
________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: President
STATE FARM VARIABLE PRODUCT
TRUST
By:
________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and
Treasurer
BRIDGEWAY CAPITAL MANAGEMENT,
INC.
By:
________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Corporate Secretary
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.
Sub-Adviser's Allocated Portion of the State Farm Small/Mid Cap
Equity Fund:
On the first $100 million ........................................
0.60% of average daily net assets
$100 million to $250 million ...................................
0.55% of average daily net assets
Over $250 million ..................................................
0.50% of average daily net assets
Sub-Adviser's Allocated Portion of the State Farm Large Cap Equity
Fund:
On the first $50 million ..........................................
0.50% of average daily net assets
$50 million to $100 million ....................................
0.45% of average daily net assets
$100 million to $200 million..............................
0.40% of average daily net assets
Over $200 million ..................................................
0.35% of average daily net assets
For purposes of calculating the fees under the above schedules,
other assets managed by Sub-Adviser with similar principal
investment strategies, as agreed jointly by the Adviser and the Sub-
Adviser, for other investment companies advised by the Adviser or
other companies associated with the Adviser are included in
determining the appropriate fee to be paid to the Sub-Adviser under
this Agreement.
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