SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this 20th day of March 2001, by
and between STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY, an Illinois
insurance corporation ("Auto Company"), STATE FARM VP MANAGEMENT CORP., a
Delaware corporation and wholly-owned subsidiary of State Farm Mutual Automobile
Insurance Company ("Broker-dealer"), and STATE FARM ASSOCIATES' FUNDS TRUST, a
Delaware business trust ("Trust").
WHEREAS, the Trust is registered as an open-end management investment
company which issues shares of beneficial interest in certain mutual funds
("Funds");
WHEREAS, Broker-dealer serves as principal underwriter to the Trust
pursuant to a Distribution Agreement; and
NOW, THEREFORE, in consideration of their mutual promises, Auto Company,
Broker-dealer, and Trust agree as follows:
1. Broker-dealer shall have the right to use, and the Auto Company shall make
available for the use of Broker-dealer: (a) services of employees of the Auto
Company to be engaged in Broker-dealer's operations as principal underwriter and
distributor of the Funds, and other administrative and clerical activities of
Broker-dealer, for periods to be agreed upon by Broker-dealer, the Trust, and
the Auto Company, and (b) such administrative, clerical, stenographic, computer,
data processing and other support services and office supplies and equipment, as
may in each case be reasonably required by Broker-dealer in the performance of
its obligations as principal underwriter and distributor of the Funds under the
Distribution Agreement and any agreement amending or superseding that agreement.
2. The Auto Company and the Broker-dealer acknowledge that employees of the
Auto Company providing the services contemplated by paragraph 1 shall be
associated with Broker-dealer with respect to their activities relating to the
issuance, marketing, distribution and administration of the Funds. The Auto
Company acknowledges that Broker-dealer shall have sole and exclusive
supervision and control over such associated persons with respect to those
activities; in particular, without limiting the foregoing, such associated
persons shall report and be responsible solely to the officers and directors of
Broker-dealer or persons designated by them in connection with their activities
related to the Broker-dealer's business.
3. Broker-dealer shall have the right to use, and the Auto Company shall
furnish for the use of Broker-dealer, such office space as is reasonably needed
by Broker-dealer in the performance
of its obligations and duties as principal underwriter and distributor of the
Funds.
4. In performing services for Broker-dealer under this agreement, the employees
of the Auto Company may, to the full extent that they deem appropriate, have
access to and utilize statistical and financial data and other information
prepared for or contained in the files of the Auto Company, and may make such
information available to Broker-dealer.
5. The Auto Company shall have no responsibility for Broker-dealer actions
based upon information or advice given or obtained by or through their
respective employees; provided, however, that the foregoing shall not be
construed to relieve the Auto Company of any liability to which it would
otherwise be subject by reason of its willful misfeasance, bad faith or gross
negligence, in the performance of its duties hereunder, or by reason of its
reckless disregard of its obligations and duties hereunder.
6. Broker-dealer agrees to reimburse the Auto Company on a monthly basis for
the costs of such services, supplies, equipment and facilities it renders to
Broker-dealer.
7. Broker-dealer's books and records, insofar as such books and record relate
to amounts Broker-dealer must reimburse Auto Company pursuant to Section 6 of
this Agreement, shall be made available for inspection by the Director of the
Illinois Department of Insurance or his or her designee.
8. This agreement shall become effective as of April 13, 2001, and continues in
effect until terminated by any party. Any party may terminate this agreement
upon sixty (60) days' written notice of each other party.
9. This agreement shall apply to the companies herein named and to any
subsequently created affiliate(s) of State Farm Mutual Automobile Insurance
Company which provide facilities or services to the Broker-dealer.
10. This agreement may be amended at any time by mutual consent of the parties.
11. Any notice under this agreement shall be in writing, addressed and delivered
or mailed postage prepaid to the other parties, at such addresses as such other
parties may designate for the receipt of such notices. Until further notice of
the other parties, it is agreed that the address of the Auto Company shall be
Xxx Xxxxx Xxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000-0000, and the address of
Broker-dealer shall be Three Xxxxx Xxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000.
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12. No entity a party to this agreement shall disclose or use nonpublic personal
information (as defined in Rule 3(t) 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.
13. Auto Company and Broker-dealer acknowledge that each such company 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 WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their authorized officers designated below as the date
specified above.
STATE FARM MUTUAL AUTOMOBILE
INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxx, Xx.
Name: Xxxxxx X. Xxxx, Xx.
Title: President
STATE FARM VP MANAGEMENT CORP.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President and
Treasurer
STATE FARM ASSOCIATES' FUNDS TRUST
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
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