INVESTMENT SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of December,
2009, 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
BLACKROCK FUND ADVISORS (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 nine 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
management and investment advisory services to each Fund;
WHEREAS, the Sub-Adviser is an investment adviser registered under
the Investment Advisers Act of 1940, as amended (the "Advisers Act");
WHEREAS, the Adviser desires to retain the Sub-Adviser to provide
investment advisory services to certain Funds in the manner and on the
terms and conditions set forth below; and
WHEREAS, the Sub-Adviser is willing to provide investment advisory
services to certain Funds in the manner and on the terms and conditions set
forth below;
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 employs the Sub-Adviser to act as investment
sub-adviser for and to invest and reinvest the assets of the Large Cap Equity
Index Fund, Small Cap Equity Index Fund, and International Equity Index
Fund (the "Index 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.
1.2 The Sub-Adviser accepts such employment and agrees during such
period at its own expense to render the services set forth herein, or to
arrange for such services to be rendered, and to assume the obligations
herein set forth for the compensation herein provided. All services are to be
furnished by directors, officers or employees of the Sub-Advisor or its
affiliates in accordance with applicable law as the Sub-Advisor deems
appropriate in order to fulfill its obligations hereunder.
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 Index Funds' investments, subject to supervision
by the Board.
1.4 The services of the Sub-Adviser herein provided are not to be
deemed exclusive. The Sub-Adviser may act as an investment adviser to
any other person, firm or corporation, and may perform management and
any other services for any other person, association, corporation, firm or
other entity pursuant to any contract or otherwise, and take any action or do
anything in connection therewith or related thereto, except as prohibited by
applicable law; and no such performance of management or other services
shall be in any manner restricted or otherwise affected by any aspect of any
relationship of the Sub-Adviser to the Trust, the Index Funds or the Adviser
except as otherwise imposed by law or by this agreement.
ARTICLE 2
Duties of Sub-Adviser
2.1 Investment Advisory Services.
(a) Subject to the supervision of the Board and the Adviser, the Sub-
Adviser shall provide the Index Funds with such investment research,
advice and supervision as is necessary for the investment and proper
supervision of the assets of each Index Fund. In this regard, the Sub-
Adviser shall:
(i) perform research and obtain and evaluate pertinent economic,
statistical, and financial data relevant to the investment policies of each
Index Fund as set forth in the Registration Statement;
(ii)at such times as shall be reasonably requested by the Board
or the Adviser, consult with the Board and furnish to the Board
recommendations with respect to an overall investment strategy for each
Index 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 Index 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 Index 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 Index Fund
including furnishing, within 10 days after the end of each calendar quarter,
a statement of all purchases and sales during the quarter and a schedule of
investments and other assets of each Index Fund as of the end of the
quarter;
(vi) maintain all accounts, records, memoranda, instructions or
authorizations required to be maintained by the Sub-Adviser pursuant to the
requirements of Rule 31a-1 under the 1940 Act, for the period required by
Rule 31a-2 under the 1940 Act, with respect to transactions by the Sub-
Adviser on behalf of the Index Funds;
(vii) assist in determining each business day the net asset value
of the shares of each Index Fund in accordance with applicable law; and
(viii) provide the Adviser with a report of each portfolio
transaction no later than the close of the next business day following such
transaction.
(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 Index Fund's investment objective
or objectives, investment policies and investment restrictions as set forth in
the then-current Registration Statement. The Trust or the Adviser has
furnished or will furnish the Sub-Adviser with copies of the Registration
Statement, Declaration of Trust, and Bylaws as currently in effect and the
Trust agrees during the continuance of this agreement to furnish the Sub-
Adviser with copies of any amendments or supplements thereto before or at
the time the amendments or supplements become effective. The Sub-
Adviser will be entitled to rely on all documents and other information
furnished by the Trust or the Adviser or the representatives of either.
(c) The Sub-Adviser represents that in performing investment
advisory services for each Index Fund, the Sub-Adviser shall use its best
efforts to ensure that: (1) each Index Fund shall comply with Section 817(h)
of the Internal Revenue Code of 1986, as amended ("Code"), and the
regulations issued thereunder, specifically Regulation Section 1.817-5,
relating to the diversification requirements for variable annuity, endowment,
and life insurance contracts, and any amendments or other modifications to
such Section or regulations; (2) each Index Fund continuously qualifies as a
Regulated Investment Company under Subchapter M of the Code or any
successor provision; (3) each Index Fund shall comply with any and all
applicable state insurance law restrictions on investments, and any changes
thereto, that operate to limit or restrict the investments that such Index Fund
may otherwise make. The Sub-Adviser shall be obligated for compliance
under clauses (1) and (3) 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 or state insurance law restrictions applicable to
the Index Funds, including a description thereof. Except as instructed by
the Board, the Sub-Adviser shall also make decisions for the Index Funds as
to the manner in which voting rights, rights to consent to corporate action
and any other rights pertaining to the Index Funds' portfolio securities shall
be exercised. Should the Board at any time make any determination as to
investment policy and notify the Sub-Adviser thereof in writing, the Sub-
Adviser, upon receipt of such notice, shall be bound by such determination
for the period, if any, specified in such written notice or until similarly
notified that such determination has been revoked.
(d) In connection with the acquisition or disposition of securities
described in Section 2.1(a)(iv), the Sub-Adviser may place orders for the
purchase or sale of portfolio investments for the account of each Fund with
brokers or dealers selected by it and, to that end, the Sub-Adviser is
authorized as the agent of the Trust to give instructions to the custodians of
the Trust as to deliveries of securities and payments of cash for the account
of each Fund. In connection with the selection of brokers or dealers and the
placing of purchase and sale orders with respect to assets of the Funds, the
Sub-Adviser is directed at all times to seek to obtain best execution and
price. 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 price and 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
Index Funds and its other clients and that the total commissions paid by
each Index Fund will be reasonable in relation to the benefits to the Index
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.
(f) Nothing in this agreement shall preclude the aggregation of orders
for the sale or purchase of securities or other investments by two or more
Funds of the Trust or by the Trust and other separate accounts or other
accounts (collectively, "Advisory Clients") managed by the Sub-Adviser,
provided that: (i) the Sub-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; and (ii) the Sub-Adviser's policies with respect to the aggregation
of orders for multiple Advisory Clients have been previously submitted and
approved by the Board. The Adviser and the Trust recognize that in some
cases this procedure may adversely affect the results obtained for an Index
Fund.
(g) Notwithstanding any other provisions of this agreement, the Sub-
Adviser will not consult with any other subadviser to the Funds or any
subadviser to any other portfolio of the Funds or to any other investment
company or investment company series for which the Adviser serves as
investment adviser concerning transactions for the Funds in securities or
other assets, except to the extent necessary to ensure the Funds' compliance
with the requirements of Rule 12d3-1(a) and (b) under the 0000 Xxx.
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 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, 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.
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 of the Trust's fiscal
quarters on the last day of each such quarter:
(i) with respect to the S&P 500 Variable Trust Index
(also known as the Large Cap Equity Index Fund), a
fee equal to 0.05% of the S&P 500 Variable Trust
Index's average daily net assets during such quarter;
(ii) with respect to the Small Cap Variable Trust Index
(also known as the Small Cap Equity Index Fund), a
fee equal to 0.10% of the Small Cap Variable Trust
Index's average daily net assets during such quarter;
and
(iii) with respect to the International Variable Trust Index
(also known as the International Equity Index Fund),
a fee equal to 0.10% of the International Variable
Trust Index's average daily net assets during such
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 Index
Fund respecting, the Sub-Adviser's compensation under this agreement.
(c) During the term of this agreement, the Sub-Adviser will bear all
expenses incurred by it in connection with its services under this agreement.
The Sub-Adviser shall not be responsible for any expenses incurred by the
Trust, the Index Funds or the Adviser.
3.2 For the quarter and year in which this agreement becomes effective
or terminates there shall be a proration on the basis of the number of days
that the agreement is in effect during the quarter and year respectively.
3.3 If, pursuant to the Trust's Registration Statement and Declaration of
Trust, the net asset value is not required to be determined on any particular
business day, then for the purpose of the foregoing computations, the net
asset value of a share as last determined shall be deemed to be the net asset
value of a share as of the close of business on that day.
3.4 In connection with purchases or sales of portfolio securities for the
account of the Index Funds, neither the Sub-Adviser nor any officer,
director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as
agent and accept any compensation other than its compensation provided
for in this agreement, except in the course of such person's business as an
underwriter or broker; or (ii) act as broker and accept any commission, fee,
or other remuneration in excess of the limits prescribed in the 1940 Act and
the rules promulgated thereunder.
ARTICLE 4
Limitations of Liability; Indemnification
4.1 Limitation of Liability of Sub-Adviser. The Sub-Adviser shall not
be liable for any error of judgment or import of law, or for any loss suffered
by the Trust, any Index 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; (ii) its reckless disregard of its obligations and duties under
this agreement; or (iii) a breach of Section 2.1(c) of this agreement.
4.2 Limitation of Liability of Trust. The Sub-Adviser acknowledges
that it has received notice of and accepts the limitations on the Trust's
liability as set forth in the Trust's Declaration of Trust, as amended from
time to time. In accordance therewith, the Sub-Adviser agrees that the
Trust's obligations hereunder shall be limited to the assets of the Index
Funds and, with respect to each Index Fund, shall be limited to the assets of
such Index 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.
4.3 Indemnification. Because the Sub-Adviser has been retained solely
to provide the investment advisory and related services described in this
agreement, the Adviser shall indemnify the Sub-Adviser to the fullest extent
permitted by law against any and all loss and expenses, including attorneys'
fees, incurred by the Sub-Adviser to the extent resulting, in whole or in part,
from any acts, or failures to act, of the Adviser or any affiliate of the
Adviser, or any employee or agent of the Adviser or any of its affiliates, in
connection with the marketing and distribution of the Shares, except to the
extent such loss or expense arises solely 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, (ii) its reckless disregard
of its obligations and duties under this agreement; or (iii) a breach of
Section 2.1(c) of this agreement.
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 Index Funds'
investments that are required to be maintained by the Trust pursuant to the
requirements of Rule 31a-1 of the 1940 Act.
5.2 In compliance with Rule 31a-3 of the 1940 Act, the Sub-Adviser
agrees that all books and records which it maintains for the Index Funds are
the property of the Trust and further agrees to surrender promptly to the
Trust any such books, records or information upon the Trust's request. All
such books and records shall be made available, within five business days of
a written request, to the Trust's accountants or auditors during regular
business hours at the Sub-Adviser's offices. The Trust or its authorized
representative shall have the right to copy any records in the possession of
the Sub-Adviser which pertain to the Trust. Such books, records,
information or reports shall be made available to properly authorized
government representatives consistent with state and federal law and/or
regulations. In the event of the termination of this agreement, upon
payment of any compensation due Sub-Adviser under Article 3 hereof, all
such books, records or other information shall be returned to the Trust.
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. As to each Index Fund, this agreement
shall become effective on the effective date of the completion of the
acquisition of Barclays Global Investors, N.A. by BlackRock, Inc. As to
each Index Fund, the agreement shall continue in effect from year to year so
long as such continuance is specifically approved for each Index Fund at
least annually by: (i) the Board, or by the vote of a majority of such Index
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) As to each Index Fund, this agreement may be terminated at any
time, without penalty, by vote of the Board, by vote of the holders of a
majority of such Index Fund's outstanding voting securities, or by the
Adviser or Sub-Adviser, on sixty (60) days' written notice to the other
parties.
(b) This agreement may be terminated at any time without the
payment of any penalty by the Adviser or by vote of the Board in the event
that it shall have been established by a court of competent jurisdiction that
the Sub-Adviser or any officer or director of the Sub-Adviser has taken any
action which results in a breach of the covenants of the Sub-Adviser set
forth herein.
(c) This agreement shall automatically terminate in the event of its
assignment.
ARTICLE 7
Amendments to this Agreement
7.1 This agreement may be amended as to each Index Fund by the
parties only if such amendment is specifically approved by: (i) the vote of a
majority of such Index Fund's outstanding voting securities; and (ii) a
majority of those trustees who are not parties to this agreement or interested
persons of any such party cast in person at a meeting called for the purpose
of voting on such approval (unless, in the case of (i), the Trust receives an
order of the SEC or "no-action" letter permitting it to modify the agreement
without such vote).
ARTICLE 8
Notices
8.1 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 Variable Product Trust
Xxx Xxxxx Xxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000-0000
Attn: Secretary
If to the Adviser:
State Farm Investment Management Corp.
Xxx Xxxxx Xxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000-0000
Attn: Secretary
If to the Sub-Adviser:
BlackRock Fund Advisors
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Mutual Fund Administration
ARTICLE 9
Use of Name
9.1 The Adviser and the Trust acknowledge and agree that the names
"BlackRock" and "BlackRock Fund Advisors" 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 xxxx 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.
9.2 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 10
Miscellaneous Provisions
10.1 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 such
Index Fund's outstanding voting securities" means the lesser of: (a) 67% or
more of the votes attributable to such Shares of the Index 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 Index Fund.
10.2 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 1940 and
the Advisers Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
SEC may grant and the terms hereof shall be interpreted and construed in
accordance therewith.
10.3 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.
10.4 "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. The Sub-Adviser acknowledges that the use of the
name "State Farm" by the Trust is governed by the terms of the Advisory
Agreement.
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, FINRA, and state insurance 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.
10.8 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.
10.9 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.
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.
/s/ Xxxxxx X. Xxxx, Xx.
By: ________________________________
Xxxxxx X. Xxxx, Xx.
Title: President
STATE FARM VARIABLE PRODUCT TRUST
/s/ Xxxxxxx X. Xxxxxxx
By: ________________________________
Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and Treasurer
BLACKROCK FUND ADVISORS
/s/ Xxxx Xxx /s/ Xxxxxxxx Xxxxx
By: ______________________________ _____________________
Director Managing Director
Title: _____________________________ _____________________
