SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this ___ 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 under 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 for costs of such
services, supplies, equipment and facilities it renders to Broker-dealer.
7. This agreement shall become effective as of March __, 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.
8. 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.
9. This agreement may be amended at any time by mutual consent of the
parties.
10. 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 and Broker-dealer for this purpose shall be Xxxxx Xxxxx Xxxx
Xxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000.
11. 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.
12. 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: ________________________
Name: Xxxxxx X. Xxxx, Xx.
Title: Chairman of the Board
STATE FARM VP MANAGEMENT CORP.
By: __________________________
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President and
Treasurer
STATE FARM ASSOCIATES' FUND TRUST
By: ___________________________
Name: Xxxxx X. Xxxxxx
Title: Vice President
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