AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT
AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT, made this 29th day of
April 2005, 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 shares in
the following classes: A, B, Institutional, R-1, R-2, and R-3.
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
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.
The R-1, R-2 and R-3 shares classes (collectively the "R-Shares") are
offered in conjunction with retirement plan administrative and recordkeeping
services offered by a third party administrator ("TPA") selected by SFIM. SFIM,
through the TPA, shall provide additional services to shareholders of the
R-Shares, including, but not limited to, those services specified in Schedule A.
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 as an arrangement with
a TPA requiring the TPA to provide administrative and recordkeeping services to
shareholders of the R-Shares. Such other persons shall at all times be deemed to
be retained by SFIM and not by the Trust. Except for compensation payable by an
employer to the TPA pursuant to a separate agreement between the employer and
the TPA, SFIM and not the Trust will be responsible for the payment of
compensation to the other persons for such services.
2. A. Shareholder Services Fee Effective Through April 30, 2005: For the
services described in Section 1, Class A and Class B shares of each Fund,
including Class A and Class B shares of 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. The payment of the
shareholder servicing fee with respect to Class A and Class B shares of each
Fund shall be made by the Trust to SFIM within three business days after the end
of the Trust's fiscal quarter. For the services described in Section 1, R-Shares
of each Fund, including the R-Shares of the Equity and Bond Fund, shall pay to
SFIM for each month a shareholder service fee at an annual rate the amount of
which is reflected in the schedule below and which depends on the total amount
of net assets invested in R-Shares of all Funds on the close of the first
business day of December in the previous calendar year:
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Total Amount of Net Asset Invested in Percentage Charged as a Shareholder
R-Shares of all Funds as of the First Business Servicing Fee to Each R-Share Class of Each
Day in December in the Previous Calendar Year Fund in the Subsequent Calendar Year
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Less than $1 Billion 0.3200%
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$1-2 Billion 0.3060%
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$2-3 Billion 0.2907%
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$3-4 Billion 0.2846%
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$4-5 Billion 0.2813%
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More than $5 Billion 0.2800%
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For the calendar year in which the R-Shares commence operation, the percentage
charged on an annual basis as a shareholder servicing fee shall equal 0.320%.
The payment of the shareholder servicing fee with respect to R-Shares of each
Fund shall be made by the Trust to SFIM within three business days after the end
of each month. 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 Section 2.A.
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.
2. B. Shareholder Services Fee Effective May 1, 2005 and Thereafter: For
the services described in Section 1, Class A, Class B and Institutional Class
shares of each Fund, other than Class A, Class B and Institutional Class shares
of 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
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average daily net asset value of the Fund for the period for which such
compensation is paid. The Trust shall pay the shareholder servicing fee due with
respect to Class A, Class B and Institutional Class shares to SFIM within three
business days after the end of the applicable calendar quarter. For the services
described in Section 1, R-Shares of each Fund, other than the R-Shares of the
Equity and Bond Fund, shall pay to SFIM for each month a shareholder service fee
at an annual rate the amount of which is reflected in the schedule below and
which depends on the total amount of net assets invested in R-Shares of all
Funds on the close of the first business day of December in the previous
calendar year. For the services described in Section 1, R-Shares of the Equity
and Bond Fund shall pay to SFIM for each month a shareholder service fee at an
annual rate the amount of which is 0.25% less than the annual rate paid by
R-Shares of other Funds within the Trust. The Trust shall pay the shareholder
servicing fee due with respect to R-Shares to SFIM within three business days
after the end of the applicable month.
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Total Amount of Net Asset Invested in Percentage Charged as a Shareholder
R-Shares of all Funds as of the First Servicing Fee to Each R-Share Class
Business Day in December in the Previous of Each Fund in the Subsequent
Calendar Year Calendar Year
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Less than $1 Billion 0.3200%
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$1-2 Billion 0.3060%
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$2-3 Billion 0.2907%
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$3-4 Billion 0.2846%
------------------------------------------------------------------------------
$4-5 Billion 0.2813%
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More than $5 Billion 0.2800%
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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 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.
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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).
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year written above.
State Farm Mutual Fund Trust
By: /s/ Xxxxxx X. Xxxx, Xx.
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Name: Xxxxxx X. Xxxx, Xx.
Title: President
State Farm Investment Management Corp.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and Treasurer
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Schedule A
A. Daily valuation of accounts of persons who participate in a sponsored
retirement plan (a "Participant")
B. Automated investment election changes for Participants
C. Automated investment exchanges for Participants
D. Contribution allocation for deferrals, rollover, matching,
discretionary and non-discretionary contributions
E. Contribution and loan repayment processing
F. Participant statements
G. Internet access to Participants
H. 24 hour Interactive Voice Response Line for Participants
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