AMENDED AND RESTATED INVESTMENT ADVISORY AND
MANAGEMENT
SERVICES AGREEMENT
THIS AGREEMENT is amended and restated this 19th day January
2016 by and between STATE FARM MUTUAL FUND TRUST, a
Delaware business trust (the "Trust"), and STATE FARM INVESTMENT
MANAGEMENT CORP., a Delaware corporation (the "Adviser") to be
effective upon the effectiveness of the amendment to the Trust's
Registration Statement as filed with the SEC related to the reduction in the
investment advisory and management services fees for the S&P 500 Index
Fund, Small Cap Index Fund and International Index Fund.
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 (the "SEC") on July 21, 2000, as amended from
time to time (the "Registration Statement");
WHEREAS, the Trust has established separate series of Shares, each
corresponding to a separate investment portfolio having its own investment
objective, and may establish additional series of Shares in the future (such
existing and future series are collectively referred to herein as the "Funds");
WHEREAS, the Adviser is an investment adviser registered under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") and has
filed notification filings under all applicable state securities laws;
WHEREAS, the Trust desires to retain the Adviser to render
investment advisory services and management services to each Fund listed
on Appendix A, as amended from time to time, in the manner and on the
terms and conditions set forth below; and
WHEREAS, the Adviser is willing to provide investment advisory
services and management services to each Fund listed on Appendix A, as
amended from time to time, in the manner and on the terms and conditions
set forth below;
NOW, THEREFORE, in consideration of their mutual promises, the
Trust and the Adviser agree as follows:
ARTICLE 1
Employment of Adviser
1.1 The Trust hereby employs the Adviser to act as investment adviser
for and to manage, or arrange for the management of, the investment and
reinvestment of the assets of the Funds listed on Appendix A, and to
manage and administer, or arrange for the management and administration
of, its affairs to the extent requested by and 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.
1.2 The Adviser accepts such employment and agrees during such
period at its own expense to render the services, or to arrange for the
services to be rendered, and to assume the obligations herein set forth for
the compensation herein provided. In connection therewith, the Adviser
may retain one or more sub-advisers to render such services and to assume
the obligations set forth herein, subject to the provisions of the 1940 Act
and the Advisers Act.
1.3 The 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 in any way or otherwise be
deemed an agent of the Trust. Notwithstanding the foregoing, the Adviser
shall, for the purposes of this agreement, have and exercise full investment
discretion and authority to act as agent for the Trust in buying, selling or
otherwise disposing of or managing the Trust's investments, subject to
supervision by the Board.
1.4 The services of the Adviser herein provided are not to be deemed
exclusive and the Adviser shall be free to render similar services or other
services to others so long as its services hereunder shall not be impaired
thereby.
ARTICLE 2
Duties of Adviser
2.1 Management Services. Subject to the terms of this Agreement and
the supervision and control of the Trust's Board, the Adviser shall provide
the following services with respect to the Trust:
(a) Preparation and maintenance of the Trust's Registration
Statement with the SEC;
(b) Preparation and periodic updating of the prospectus and
statement of additional information for the Funds ("Prospectus");
(c) Preparation, filing with appropriate regulatory authorities, and
dissemination of various reports for the Funds, including but not
limited to semiannual reports to shareholders under Section 30(d) of
the 1940 Act, annual and semiannual reports on Form N-SAR, and
notices pursuant to Rule 24f-2;
(d) Arrangement for all meetings of shareholders, including the
collection of all information required for preparation of proxy
statements, the preparation and filing with appropriate regulatory
agencies of such proxy statements, the supervision of solicitation of
shareholders and shareholder nominees in connection therewith,
tabulation (or supervision of the tabulation) of votes, response to all
inquiries regarding such meetings from shareholders, the public and
the media, and preparation and retention of all minutes and all other
records required to be kept in connection with such meetings;
(e) Maintenance and retention of all Trust charter documents and
the filing of all documents required to maintain the Trust's status as a
Delaware business trust and as a registered open-end investment
company;
(f) Arrangement and preparation and dissemination of all
materials for meetings of the Board and committees thereof and
preparation and retention of all minutes and other records thereof;
(g) Preparation and filing of the Trust's Federal, state, and local
income tax returns and calculation of any tax required to be paid in
connection therewith;
(h) Calculation of all Trust and Fund expenses and arrangement
for the payment thereof;
(i) Calculation of and arrangement for payment of all income,
capital gain, and other distributions to shareholders of each Fund;
(j) Determination, after consultation with the officers of the Trust,
of the jurisdictions in which Shares shall be qualified for sale, or may
be sold pursuant to an exemption from such qualification, and
preparation and maintenance of the qualification of the Shares for sale
under the securities laws of each such jurisdiction;
(k) Provision of the services of persons who may be appointed as
officers of the Trust by the Board (it is agreed that some person or
persons may be officers of both the Trust and the Adviser, and that the
existence of any such dual interest shall not affect the validity of this
Agreement except as otherwise provided by specific provision of
applicable law);
(l) Preparation and dissemination of the Trust's and each Fund's
quarterly financial information to the Board and preparation of such
other reports relating to the business and affairs of the Trust and each
Fund as the officers and Board may from time to time reasonably
request;
(m) Administration of the Trust's Code of Ethics and required
reporting to the Board and officer compliance therewith;
(n) Provision of internal legal, accounting, compliance, audit, and
risk management services and periodic reporting to the Board with
respect to such services;
(o) Negotiation, administration, and oversight of third party
services to the Trust including, but not limited to, sub-advisory,
custody, tax, disaster recovery, audit, and legal services;
(p) Negotiation and arrangement for insurance desired or required
of the Trust and administering all claims thereunder;
(q) Response to all inquiries by regulatory agencies, the press,
and the general public concerning the business and affairs of the Trust,
including the oversight of all periodic inspections of the operations of
the Trust and its agents by regulatory authorities and responses to
subpoenas and tax levies;
(r) Handling and resolution of any complaints registered with the
Trust by shareholders, regulatory authorities, and the general public;
(s) Monitoring legal, tax, regulatory, and industry developments
related to the business affairs of the Trust and communicating such
developments to the officers and the Board as they may reasonably
request or as the Adviser believes appropriate;
(t) Administration of operating policies of the Trust and
recommendation to the officers and the Board of the Trust of
modifications to such policies to facilitate the protection of
shareholders or market competitiveness of the Trust and Fund and to
the extent necessary to comply with new legal or regulatory
requirements;
(u) Responding to surveys conducted by third parties and
reporting of Fund performance and other portfolio information; and
(v) Filing of claims, class actions involving portfolio securities,
and handling administrative matters in connection with the litigation or
settlement of such claims.
2.2 Investment Management Services.
(a) The Adviser shall provide the Trust with such investment
research, advice and supervision as the latter may from time to time
consider necessary for the proper supervision of the assets of each
Fund. In this regard, the Adviser shall:
(i) perform research and obtain and evaluate pertinent
economic, statistical, and financial data relevant to the investment
policies of each Fund as set forth in the Registration Statement;
(ii) consult with the Board and furnish to the Board
recommendations with respect to an overall investment strategy
for each 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 strategies approved by the Board for each
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 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 Fund, including furnishing, within 30 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 Fund as of the end of the quarter;
(vi) maintain all required accounts, records, memoranda,
instructions or authorizations relating to the acquisition or
disposition of investments for each Fund and the Trust;
(vii) assist in determining each business day the net asset
value of the shares of each Fund in accordance with applicable
law;
(viii) enter into any advisory or sub-advisory contract with
another affiliated or unaffiliated entity pursuant to which such
entity will carry out some or all of the Adviser's responsibilities
(as specified in such advisory or sub-advisory contract) listed
above; and
(ix) monitor the performance of any Master Fund portfolio
into which a portfolio of the Trust may invest substantially all of
its assets.
(b) The Adviser's services shall be subject always to the control
and supervision of the Board, the restrictions of the Declaration of
Trust and Bylaws of the Trust, as amended from time to time, the
provisions of the 1940 Act, the statements relating to each Fund's
investment objective or objectives, investment policies and investment
restrictions as set forth in the then-current Registration Statement, and
any applicable provisions of the Internal Revenue Code of 1986, as
amended (the "Code"). The Trust has furnished or will furnish the
Adviser with copies of the Registration Statement, Declaration of Trust,
and Bylaws as currently in effect and agrees during the continuance of
this agreement to furnish the Adviser with copies of any amendments
or supplements thereto before or at the time the amendments or
supplements become effective. The Adviser will be entitled to rely on
all documents furnished by the Trust.
(c) The Adviser represents that in performing investment advisory
services for each Fund, the Adviser shall make every effort to ensure
that each Fund continuously qualifies as a Regulated Investment
Company under Subchapter M of the Code or any successor provision.
Except as instructed by the Board, the Adviser shall also make
decisions for the Trust as to the manner in which voting rights, rights
to consent to corporate action and any other rights pertaining to each
Fund's portfolio securities shall be exercised. Should the Board at any
time make any determination as to investment policy and notify the
Adviser thereof, the Adviser shall be bound by such determination for
the period, if any, specified in such notice or until similarly notified
that such determination has been revoked.
(d) In connection with the acquisition or disposition of securities
described in Section 2.2(a) (iv), the Adviser may place orders for the
purchase or sale of portfolio investments for the account of each Fund
with brokers or dealers selected by it and, to that end, the Adviser is
authorized as the agent of the Trust to give instructions to the
custodian(s) of the Trust as to deliveries of securities and payments of
cash for the account of each 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 Adviser is directed at all times to
seek to obtain the best combination of net price and execution under
the circumstances within the policy guidelines determined by the
Board and set forth in the current Registration Statement. Subject to
this requirement and the provisions of the Advisers Act, the 1940 Act,
and other applicable provisions of law, the Adviser may select brokers
or dealers with which it or the Trust is affiliated.
(e) In addition to seeking the best combination of net price and
execution under the circumstances, the Adviser may also take into
consideration research and statistical information and wire and other
quotation services provided by brokers and dealers to the Adviser. The
Adviser is also authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates
available, if the 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 Adviser's overall responsibilities
with respect to each Fund. The policies with respect to brokerage
allocation, determined from time to time by the Board are those
disclosed in the Registration Statement. 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 Adviser
periodically will evaluate the statistical data, research and other
investment services provided to it by brokers and dealers. Such
services may be used by the 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.
(f) Nothing in this agreement shall preclude the aggregation of
orders for sale or purchase of securities or other investments by two or
more Funds of the Trust or by the Trust and other accounts
(collectively, "Advisory Clients") managed by the Adviser, provided
that the Adviser's actions with respect to the aggregation of orders for
multiple Advisory Clients, including the Trust, are consistent with the
then-current positions in this regard taken by the Securities and
Exchange Commission or its staff through releases, "no-action" letters,
or otherwise.
ARTICLE 3
Allocation of Charges and Expenses
3.1 Charges and Expenses Allocated to the Adviser. The Adviser shall
provide all executive, administrative, clerical and other personnel necessary
to operate the Trust and shall pay the salaries and other costs of employing
all of these persons. The Adviser shall also furnish the Trust with office
space, facilities, and equipment and shall pay the day to day expenses
related to the operation and maintenance of such office space, facilities and
equipment. All expenses incurred in the organization of the Trust or of any
new Funds of the Trust, including legal and accounting expenses and
certain costs of registering securities of the Trust under federal securities
law and qualifying for sale under state securities laws, shall also be paid by
the Adviser. The Adviser shall assume and pay all expenses incurred by it
in connection with managing the assets of the Funds.
3.2 Charges and Expenses Allocated to the Trust.
(a) The Trust shall be responsible for payment of all expenses it
may incur in its operation and all of its general administrative expenses
except those expressly assumed by the Adviser as described in
Section 3.1 above. These include (by way of description and not of
limitation), any share redemption expenses, expenses of portfolio
transactions, shareholder servicing costs, pricing costs, interest on
borrowings by the Trust, charges of the custodians and transfer agent,
if any, cost of auditing services, non-interested Trustees' fees, all taxes
and fees, investment advisory fees (other than subadvisory fees),
certain insurance premiums, cost of maintenance of corporate
existence, investor services (including allocable personnel and
telephone expenses), costs of printing and mailing updated Trust
prospectuses to shareholders and contractholders, preparing, printing
and mailing proxy statements and shareholder reports to shareholders
and contractholders, the cost of paying dividends and capital gains
distributions, costs of Trustee and shareholder meetings, dues to trade
organizations, and any extraordinary expenses, including litigation
costs in legal actions involving the Trust, or costs related to
indemnification of Trustees, officers and employees of the Trust.
(b) The Trust shall be free to retain at its expense other persons to
furnish it with any services whatsoever, including, without limitation,
statistical, factual or technical information or advice.
ARTICLE 4
Compensation of the Adviser
4.1(a) Non-State Farm LifePath Funds: For the services to be rendered,
the facilities to be furnished and the payments to be made by the Adviser, as
provided herein, the Trust shall pay to the Adviser within three business
days after the end of each month, a fee based upon the average daily net
assets of each Fund for the month, as determined pursuant to the Trust's
Registration Statement and Declaration of Trust, at the annual rates set forth
below:
Fund
Rate of Fee for Advisory
and Management Services
Equity Fund
0.60% of average daily net
assets
Small/Mid Cap Equity Fund
0.80% of average daily net
assets
International Equity Fund
0.80% of average daily net
assets
S&P 500 Index Fund
0.13% on the first $500
million, 0.12% on the next
$250 million, 0.11% on the
next $250 million, 0.085%
on the next $2 billion, and
0.06% on amounts exceeding
$3 billion of average daily
net asset
Small Cap Index Fund
0.15% on the first $150
million, 0.13% on the next
$850 million, 0.105% on the
next $2 billion and 0.08% on
amounts exceeding $3 billion
of average daily net assets
International Index Fund
0.16% on the first $150
million, 0.14% on the next
$850 million, 0.115% on the
next $2 billion and 0.09% on
amounts exceeding $3 billion
of average daily net assets
Equity and Bond Fund
None
Bond Fund
0.10% of average daily net
assets
Tax Advantaged Bond Fund
0.10% of average daily net
assets
Money Market Fund
0.10% of average daily net
assets
In determining the application of the breakpoints, the assets of each Fund
named above shall be combined with the assets of the corresponding fund
named below:
Fund
Corresponding Fund
State Farm S&P 500 Index Fund
State Farm Variable Product Trust Large Cap
Equity Index Fund
State Farm Small Cap Index Fund
State Farm Variable Product Trust Small Cap
Equity Index Fund
State Farm International Index Fund
State Farm Variable Product Trust
International Equity Index Fund
(b) State Farm LifePath Funds: For the services to be rendered,
the facilities to be furnished and the payments to be made by the Adviser, as
provided herein, the Trust shall pay to the Adviser within three business
days after the end of each month, a fee equal to the following percentages of
the aggregated average daily net assets of the (i) State Farm LifePath
Retirement Fund, (ii) State Farm LifePath 2020 Fund, (iii) State Farm
LifePath 2030 Fund, (iv) State Farm LifePath 2040 Fund, and (v) the State
Farm LifePath 2050 Fund (together the "LifePath Funds"):
* 0.28% on the first $5 billion of assets,
* 0.24% on the next $10 billion of assets, and
* 0.21% on amounts exceeding $15 billion.
(c) The Adviser acknowledges that it has agreed not to be paid an
investment advisory fee for performing its services for the Equity and
Bond Fund.
(d) The Adviser shall reimburse all operating expenses incurred
by the Equity and Bond Fund. The Adviser shall reimburse a Fund,
other than the Equity and Bond Fund, if, and to the extent, the total net
operating expenses of the Fund exceed the following percentages of
the average daily net assets, as determined pursuant to the Trust's
Registration Statement and Declaration of Trust. For purposes of this
expense reimbursement arrangement and so long as such Fund shall
invest its assets in a series of Master Investment Portfolio, total net
operating expenses for the S&P 500 Index Fund, Small Cap Index
Fund, International Index Fund, LifePath Income Fund, LifePath 2010
Fund, LifePath 2020 Fund, LifePath 2030 Fund, and LifePath 2040
Fund shall include the management fees, co-administration fees, and
other operating expenses imposed upon interestholders in the Master
Investment Portfolios in which such funds invest:
Expense Reimbursement Threshold
Fund
Class A
Class B
Institutional
Equity Fund
1.20
%
1.60
%
0.70
%
Small Cap Equity Fund
1.40
%
1.80
%
0.90
%
International Equity Fund
1.50
%
1.90
%
1.00
%
S&P 500 Index Fund
0.80
%
1.20
%
0.30
%
Small Cap Index Fund
0.95
%
1.35
%
0.45
%
International Index Fund
1.15
%
1.55
%
0.65
%
Equity and Bond Fund
None
None
None
Bond Fund
0.70
%
1.10
%
0.20
%
Tax Advantaged Bond Fund
0.70
%
1.10
%
0.20
%
Money Market Fund
0.60
%
1.00
%
0.20
%
LifePath Income Fund
1.30
%
1.70
%
0.80
%
LifePath 2010 Fund
1.30
%
1.70
%
0.80
%
LifePath 2020 Fund
1.30
%
1.70
%
0.80
%
LifePath 2030 Fund
1.30
%
1.70
%
0.80
%
LifePath 2040 Fund
1.30
%
1.70
%
0.80
%
This reimbursement arrangement is voluntary and may be eliminated
by the Adviser at any time.
4.2 For the quarter and year in which this agreement becomes effective
or terminates there shall be an appropriate proration on the basis of the
number of days that the agreement is in effect during the quarter and year
respectively.
4.3 If, pursuant to the Trust's Registration Statement and Declaration
of Trust, 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.
4.4 In connection with purchases or sales of portfolio securities for the
account of the Trust, neither the Adviser nor any officer, director,
shareholder or other affiliate of the Adviser nor any officer, trustee,
shareholder or other affiliate of the Trust 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.
4.5 The Adviser agrees that in all matters relating to the management
of the investment of the assets of the Trust, it will act in conformity with
the Registration Statement, Declaration of Trust, and Bylaws of the Trust then
in effect.
ARTICLE 5
Limitations of Liability
5.1 Limitation of Liability of Adviser. The Adviser shall give the Trust
the benefit of the Adviser's best judgment and efforts in rendering services
under this agreement; provided, that the Adviser shall not be liable for any
error of judgment or import of law, or for any loss suffered by the Trust 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 Adviser in the performance of its obligations and duties under
this agreement; (ii) its reckless disregard of its obligations and duties under
this agreement; or (iii) a breach of Section 2.2(c) of this agreement.
5.2 Limitation of Liability of Trust. The 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 Adviser agrees that the Trust's obligations
hereunder shall be limited to the assets of the Funds, and with respect to
each Fund shall be limited to the assets of such Fund, and no party shall
seek satisfaction of any such obligation from any shareholder of the Trust,
nor from any trustee, officer, employee or agent of the Trust.
ARTICLE 6
Books and Records
6.1 The Adviser hereby undertakes and agrees to maintain, in the form
and for the period required, all records relating to the Trust's investments
that are required to be maintained by the Trust pursuant to applicable law.
6.2 The Adviser agrees that all books and records which it maintains
for the Trust 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 Adviser's offices. The Trust or
its authorized representative shall have the right to copy any records in the
possession of the 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, all such books,
records or other information shall be returned to the Trust free from any
claim or assertion of rights by the Adviser.
6.3 The 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 and that it will keep
confidential any information obtained pursuant to this agreement and
disclose such information only if the Trust has authorized such disclosure,
or if such disclosure is required by federal or state regulatory authorities.
ARTICLE 7
Duration and Termination of this Agreement
7.1 Effective Date and Term. As to each Fund, this agreement shall not
become effective unless and until the later of the time at which 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 the time at which it is approved by a majority of such Fund's
outstanding voting securities as required by the 1940 Act. This agreement
shall come into full force and effect on the later of such two dates, provided
that it shall not become effective as to any subsequently created Fund until
it has been approved by the Board specifically for such Fund. As to each
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 Fund at least annually by: (i) the Board, or
by the vote of a majority of the 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.
7.2 Termination.
(a) As to each Fund, this agreement may be terminated at any
time, without penalty, by vote of the Board or by vote of the holders of
a majority of such Fund's outstanding voting securities, or by the
Adviser, on sixty (60) days' written notice to the other party.
(b) This agreement may be terminated at any time without the
payment of any penalty by vote of the Board in the event that it shall
have been established by a court of competent jurisdiction that the
Adviser or any officer or director of the Adviser has taken any action
which results in a breach of the covenants of the Adviser set forth
herein.
(c) This agreement shall automatically terminate in the event of
its assignment.
(d) The Trust agrees that upon the termination of this agreement
at any time or for any reason it shall, when so requested by State Farm
Mutual Automobile Insurance Company or the Adviser, eliminate all
reference to the name "State Farm" from its corporate name and
thereafter refrain from using the name "State Farm" in connection with
its business or activities in any form or combination whatsoever.
ARTICLE 8
Amendments to this Agreement
8.1 This agreement may be amended as to each Fund by the parties
only if such amendment is specifically approved by: (i) the vote of a
majority of such 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.
ARTICLE 9
Notices
9.1 Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in
writing to the other party.
If to the Trust:
State Farm Mutual Fund Trust
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Secretary
If to the Adviser:
State Farm Investment Management Corp.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Secretary
ARTICLE 10
Miscellaneous Provisions
10.1 Other Relationships. It is understood that the officers, directors,
agents, shareholders and other affiliates of the Trust are or may be
interested in the Adviser as officers, directors, agents, shareholders,
affiliates or otherwise, and that the officers, directors, shareholders, agents
and other affiliates of the Adviser may be interested in the Trust otherwise
than as a shareholder.
10.2 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 outstanding voting securities" means the lesser of: (a) 67% or more of
the votes attributable to Shares of a Fund or the Trust, as appropriate,
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 a Fund or the Trust, as appropriate.
10.3 Applicable Law.
(a) This agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of Delaware without
regard to conflicts of law principles or precedents.
(b) This agreement shall be subject to the provisions of the 1933,
1934 and 1940 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.
10.4 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.
10.5 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.
10.6 Counterparts. This agreement may be executed simultaneously in
multiple counterparts, each of which taken together shall constitute one and
the same instrument.
10.7 Cooperation with Authorities. Each party hereto shall cooperate
with the other party and all appropriate governmental authorities (including
without limitation the SEC) 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.
10.8 Cumulative Rights. The rights, remedies and obligations
contained in this agreement are cumulative and are in addition to any and all
rights, remedies and obligations, at law or in equity, which the parties
hereto are entitled to under state and federal laws.
10.9 Privacy. The Adviser shall not disclose or use nonpublic personal
information (as defined in Rule 3(t) of Regulation S-P), except as necessary
to carry out the purposes for which the Trust disclosed such information to
the Adviser, including information that is used in accordance with Rules 14
and 15 of Regulation S-P in the ordinary course of business to carry out
those purposes.
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 MUTUAL
FUND TRUST
By: /s/ ▇▇▇. ▇. ▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇
Title: President and
Chairperson of the Board
APPENDIX A
State Farm Equity Fund
State Farm Small/Mid Cap Equity Fund
State Farm International Equity Fund
State Farm S&P 500 Index Fund
State Farm Small Cap Index Fund
State Farm International Index Fund
State Farm Equity and Bond Fund
State Farm Bond Fund
State Farm Tax Advantaged Bond Fund
State Farm Money Market Fund
State Farm LifePath Retirement Fund
State Farm LifePath 2020 Fund
State Farm LifePath 2030 Fund
State Farm LifePath 2040 Fund
State Farm LifePath 2050 Fund
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