SHAREHOLDER SERVICES AGREEMENT
AGREEMENT, made this 5th day of November, 2001, by and between State
Farm Mutual Fund Trust (the "Trust") a Delaware business trust and open-end
management investment company, which is authorized to issue shares of common
stock in separate series, with each such series representing interests in a
separate portfolio of securities and other assets (any such series being
referred to as a "Fund"), and State Farm Investment Management Corp. ("SFIM"), a
Delaware corporation. Each Fund issues Class A and Class B shares. Each Fund,
also issues an Institutional Class of shares.
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follow:
1. The Trust hereby appoints SFIM to provide information, assistance
and administrative services for the benefit of the Trust and its shareholders.
Such services and assistance may include, but are not limited to, maintaining
shareholder accounts and records, answering inquiries regarding the Trust and
its features, assisting shareholders with shareholder transactions, assisting in
the processing of purchase and redemption transactions, assisting shareholders
in changing dividend and investment options, account designations and addresses,
and such other services as the Trust may reasonably request.
SFIM accepts such appointment and agrees to render such services and to
assume the obligations herein set forth for the compensation herein provided.
SFIM shall for all purposes herein provided 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. SFIM, by separate agreements with the Trust, may also serve
the Trust in other capacities. In carrying out its duties and responsibilities
hereunder, SFIM will enter into arrangements with other persons to provide
administrative and other services described herein. Such other persons shall at
all times be deemed to be retained by SFIM and not by the Trust. SFIM and not
the Trust will be responsible for the payment of compensation to the other
persons for such services.
2. For the services described in Section 1, each Fund, including the
Equity and Bond Fund, shall pay to SFIM for each calendar quarter a shareholder
service fee at the annual rate of 0.25% of the average daily net asset value of
the Fund for the period for which such compensation is paid. This payment shall
be made by the Trust to SFIM within three business days after the end of the
Trust's fiscal quarter. 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 such month and year,
respectively. The services of SFIM to the Trust under this Agreement are not to
be deemed exclusive, and SFIM shall be free to render similar services or other
services to others. The shareholder service fee set forth in this paragraph does
not apply to the Institutional Class of Fund shares.
The net asset value for each share of each Fund of the Trust shall be
calculated in accordance with the provisions of the Trust's prospectus as in
effect from time to time. On each
day when net asset value is not calculated, the net asset value of a share of
each Fund of the Trust shall be deemed to be the net asset value of such a share
as of the close of business on the last day on which such calculation was made
for the purpose of the foregoing computations.
3. The Trust shall assume and pay all charges and expenses of its
operations not specifically assumed or otherwise to be provided by SFIM under
this Agreement.
4. This Agreement may be terminated at any time without the payment of
any penalty by the Trust or by SFIM on sixty (60) days written notice to the
other party. Termination of this Agreement shall not affect the right of SFIM to
receive payments on any unpaid balance of the compensation described in Section
2 hereof earned prior to such termination. All material amendments to this
Agreement, including any increase in fees, must be approved by vote of the Board
of Trustees of the Trust. This Agreement may not be assigned without the consent
of the Trust.
5. If any provision of the Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
6. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.
7. All parties hereto are expressly put on notice of the Trust's
Agreement and Declaration of Trust and By-laws and all amendments thereto, and
the limitation of officer and trustee liability contained therein. This
Agreement has been executed by and on behalf of the Trust by its representatives
as such representatives and not individually, and the obligations of the Trust
hereunder are not binding upon any of the trustees, officers or shareholders of
the Trust individually, but are binding upon only the assets and property of
each respective Fund.
8. This Agreement shall not take effect with respect to a Fund until
the day upon which Fund shares are first offered for sale to the public.
9. Neither the SFIM nor the Trust shall disclose or use nonpublic
personal information (as defined in Rule 3(t) of Regulation S-P) provided by the
other party, 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. This Agreement shall be construed in accordance with applicable
federal law and the laws of the State of Illinois (except as to Section 7
hereof, which shall be construed in accordance with the laws of the State of
Delaware).
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
State Farm Mutual Fund Trust
By: /s/ Xxxxxx X. Xxxx, Xx.
Name: Xxxxxx X. Xxxx, Xx.
Title: President
State Farm Investment Management Corp.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President and Treasurer
3
