TRANSFER AGENCY AND SERVICE AGREEMENT
This AGREEMENT, made as of this [ ] day of June, 2004, by and between
STATE FARM VARIABLE PRODUCT TRUST, a Delaware business trust, (the "Trust") and
STATE FARM INVESTMENT MANAGEMENT CORP., a Delaware corporation (the "Transfer
Agent").
WHEREAS, the Trust is authorized to issue shares in separate series, with
each series representing interests in separate portfolios of securities.
WHEREAS, each such series is named in the Attached Appendix A, which may be
amended by the parties from time to time (each such series, together with all
other series subsequently established by the Trust and made subject to the
Agreement being referred to as a "Portfolio," and collectively as the
"Portfolios").
WHEREAS, the Trust, on behalf of the Portfolios, desires to appoint the
Transfer Agent as its transfer agent, and dividend disbursing agent, and the
Transfer Agent desires to accept such appointment.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties agree as follows:
1. Terms of Appointment and Duties
1.1 Transfer Agency Services. The Trust, on behalf of the Portfolios,
hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent
hereby agrees to act as transfer agent and dividend disbursing agent for the
Trust's shares of beneficial interest ("Shares"). In accordance with procedures
established from time to time by agreement between the Trust and the Transfer
Agent, the Transfer Agent agrees that it will perform the following services:
(a) Receive for acceptance, orders for the purchase of Shares, and promptly
deliver payment and appropriate documentation thereof to the appropriate
custodian of the Trust (each a "Custodian");
(b) Pursuant to purchase orders, issue the appropriate number of Shares and
hold such Shares in the appropriate shareholder account;
(c) Receive for acceptance redemption requests and redemption directions
and deliver the appropriate documentation thereof to the Custodian;
(d) In respect to the transactions described in items (a), (b), and (c),
above, the Transfer Agent shall execute transactions directly with Trust
shareholders ("Shareholders");
(e) At the appropriate time pay over or cause to be paid over in the
appropriate manner such monies as instructed by redeeming Shareholders;
(f) Effect transfers of Shares by Shareholders thereof upon receipt of the
appropriate instructions;
(g) Prepare and transmit payments of dividends and distributions declared
by the Trust on behalf of the applicable Portfolio;
(h) Maintain records of account for and advise the Trust and its
Shareholders as to the foregoing; and
(i) Record the issuance of Shares of the Trust and maintain pursuant to SEC
Rule 17Ad-10(e) a record of the total number of Shares of the Trust that are
issued and outstanding, based upon data provided to it by the Trust. The
Transfer Agent shall also provide the Trust on a regular basis with the total
number of Shares which are issued and outstanding, and shall have no obligation,
when recording the issuance of Shares, to monitor the issuance of such Shares or
to take cognizance of any laws relating to the issue or sale of such Shares,
which functions shall be the sole responsibility of the Trust.
1.2 Additional Services. In addition to the services set forth above, the
Transfer Agent shall perform other customary services of a transfer agent and
dividend disbursing agent, including, but not limited to: maintaining all
Shareholder accounts, preparing Shareholder meeting lists, mailing Shareholder
proxies, Shareholder reports and prospectuses to current Shareholders, preparing
and mailing confirmation forms and statements of account to Shareholders for all
purchases and redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information.
Transfer Agent shall keep records relating to the services to be performed
hereunder in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended, and
the rules thereunder, the Transfer Agent agrees that all such records prepared
or maintained by the Transfer Agent relating to the services to be performed by
the Transfer Agent hereunder are the property of the Trust and will be
preserved, maintained and made available in accordance with such Section and
rules, and will be surrendered promptly to the Trust on and in accordance with
its request.
2. Fees and Expenses. The Transfer Agent, which also serves as the
Investment Adviser to the Trust and receives fees from the Trust in that
capacity, shall be paid no fees for performing services under this Transfer
Agency and Service Agreement.
3. Limitation of Liability of Transfer Agent. The Transfer Agent shall at
all times act in good faith and agrees to use its best efforts within reasonable
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limits to ensure the accuracy of all services performed under this Agreement.
The Transfer Agent 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 Transfer Agent in
the performance of its obligations and duties under this Agreement; and (ii) its
reckless disregard of its obligations and duties under this Agreement.
4. Limitation of Liability of Trust. The Transfer Agent 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 Transfer Agent agrees that the Trust's obligations
hereunder shall be limited to the assets of the Portfolios, and with respect to
each Portfolio, shall be limited to the assets of such Portfolio, 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.
5. Confidentiality and Privacy. Except to the extent disclosure is required
by state or federal regulatory authorities, the Transfer Agent and the Trust
agree that they will not, any time during the term of this agreement or after
its termination, reveal, divulge, or make known to any person, firm, corporation
or other business organization, any customers' lists, trade secrets, cost
figures and projections, profit figures, and projections, or any other secret or
confidential information whatsoever. The Transfer Agent shall not disclose or
use nonpublic personal information (as defined in Rule 3(t) of Regulation S-P)
provided to it by the Trust, except as necessary to carry out the purposes for
which the Trust disclosed such information to the Transfer Agent, 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.
6. Termination of Agreement. Either party may terminate this Agreement by
providing the other party with sixty (60) days notice of such termination.
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7. Miscellaneous
7.1. Amendment. This Agreement may be amended or modified by a written
agreement executed by both parties.
7.2. Delaware Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of Delaware
without regard to conflicts of law principles or precedents.
7.3 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.
7.4 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.
7.5 Counterparts. This Agreement may be executed simultaneously in multiple
counterparts, each of which taken together shall constitute one and the same
instrument.
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7.6 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.
7.7 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.
7.8 Survival. All provisions regarding liability, and the limits thereon,
and confidentiality, privacy, and trade secrets shall survive the termination of
this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names on their behalf by and through their duly authorized
officers, as of 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
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APPENDIX A
Large Cap Equity Index Fund
Small Cap Equity Index Fund
International Equity Index Fund
Bond Fund
Stock and Bond Balanced Fund
Money Market Fund
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