INVESTMENT ADVISORY AND MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 21st day of November, 2000, 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").
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;
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(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;
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(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;
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(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.
5
(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
6
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) 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 for each of the Trust's fiscal quarters, and
within three business days after the end each such quarter, a fee based upon the
average daily net assets of each Fund for the quarter, as determined pursuant to
the Trust's Registration Statement and Declaration of Trust, at the annual rates
set forth below:
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------------------------------------------------------------------
RATE OF FEE FOR ADVISORY AND
FUND MANAGEMENT SERVICES
------------------------------------------------------------------
Equity Fund 0.60% of average daily
net assets
------------------------------------------------------------------
Small 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 0.15% of average daily
net asset
------------------------------------------------------------------
Small Cap Index Fund 0.25% of average daily
net assets
------------------------------------------------------------------
International Index Fund 0.25% 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
------------------------------------------------------------------
(b) 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.
(c) 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,
total net operating expenses for the S&P 500 Index Fund, Small Cap Index Fund,
and the International Index Fund shall include the management fees,
co-administration fees, and other
8
operating expenses imposed upon interestholders in the Master
Investment Portfolios in which such funds invest:
------------------------------------------------------------------------------
FUND EXPENSE REIMBURSEMENT THRESHOLD
------------------------------------------------------------------------------
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%
------------------------------------------------------------------------------
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.
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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.
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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.
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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: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
If to the Adviser:
State Farm Investment Management Corp.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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.
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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.
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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: Senior Vice President and Treasurer
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APPENDIX A
State Farm Equity Fund
State Farm Small 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
15