GLOBAL CUSTODY RIDER
TO
CUSTODY AGREEMENT
This Global Custody Rider ("Rider") is entered into by and between The
Chase Manhattan Bank ("Custodian") and State Farm Mutual Fund Trust on behalf of
its separate investment portfolios listed in Schedule A ("Company") to provide
Global Custody Services subject to the terms of the Custody Agreement dated as
of November 22, 2000, and the terms herein. If there is any conflict between the
terms in the Custody Agreement and the terms in this Rider with regard to the
provision by Custodian of Global Custody Services to Company, the terms of this
Rider shall govern. The terms of this Rider shall be effective as of the date
Custodian commences to provide Global Custody Services to Company.
Capitalized terms used herein and not defined herein shall have the
meanings as set forth in the Custody Agreement.
1. Maintenance of Financial Assets and Cash Outside the United States.
Global Custody Services shall be provided for those Financial Assets
that are to be held outside the United States and unless Company's Instructions
specifically require another location acceptable to Custodian:
(a) Financial Assets shall be held in the country or other jurisdiction
in which the principal trading market for such Financial Assets are located,
where such Financial Assets are to be presented for payment or where such
Financial Assets are acquired; and
(b) cash will be held in the name of the Company at Custodian's London
Branch office ("London Branch") in either interest or non-interest bearing cash
accounts as the Company may instruct and as may be available for the particular
currency. Notwithstanding the preceding sentence, cash held in respect of those
markets where Company is required to have a cash account in its own name held
directly with the relevant Subcustodian shall be held in that manner and shall
not be part of any cash account with Custodian. Any cash so deposited with
London Branch shall be payable exclusively by London Branch in the applicable
currency, subject to compliance with any applicable laws, regulations,
governmental decrees or similar orders including, without limitation, any
restrictions on transactions in the applicable currency imposed by the country
of the applicable currency.
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If Company wishes to have any of the Financial Assets held in the
custody of a Securities Intermediary other than the established Subcustodians as
defined in Section 2 hereof, such arrangement must be authorized by a written
agreement, signed by Custodian and Company.
2. Subcustodians and Depositories.
Custodian may act under this Rider through the subcustodians listed in
Schedule B hereto with which Chase has entered into subcustodial agreements
("Subcustodians"). At Company's request, Custodian may, but need not, add to
Schedule B an Eligible Foreign Custodian (hereinafter defined) where Custodian
has not acted as Foreign Country Manager (hereinafter defined) with respect
thereof. Custodian shall notify Company in writing in the event that Custodian
agrees to add any such entity. Company authorizes Custodian to hold Financial
Assets recorded to the Custody Account in accounts which Custodian has
established with one or more of its branches or Subcustodians. Custodian and
Subcustodians are authorized to hold any of the Financial Assets in their
accounts with any securities depository in which Custodian or Subcustodians
participate, provided in the case such securities depository is an Eligible
Securities Depository (as hereinafter defined).
Custodian may add new, replace or remove Subcustodians. Company shall
be given reasonable notice by Custodian of any amendment to Schedule B. Upon
Company's request, Custodian shall identify the name, address and principal
place of business of any Subcustodian of Company's Financial Assets and the name
and address of the governmental agency or other regulatory authority that
supervises or regulates such Subcustodian.
The term "Subcustodian" as used herein shall mean the following:
(i) a "U.S. Bank," which shall mean a U.S. bank as defined in
Securities and Exchange Commission ("SEC") rule 17f-5(a)(7) under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
(ii) an "Eligible Foreign Custodian," which, as defined in rule
17f-5(a)(1) and (5), shall mean a (i) banking institution or trust company,
incorporated or organized under the laws of a country other than the United
States, that is regulated as such by that country's government or an agency
thereof, and (ii) majority-owned direct or indirect subsidiary of a U.S. Bank or
bank holding company which subsidiary is incorporated or organized under the
laws of a country other than the United States. In addition, an Eligible Foreign
Custodian shall also mean any other entity that shall have been so qualified by
exemptive order, rule or other appropriate action of the SEC.
The term "securities depository" as used in this Rider and referring to
a securities depository located outside the U.S., means an "Eligible Securities
Depository" which, in turn, shall have the same meaning as in rule
17f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has
otherwise been made exempt by an SEC exemptive order, rule other appropriate SEC
action, except that prior to the compliance date with rule 17f-7 for a
particular securities depository, the term "securities depository" shall be as
defined in (a)(1)(ii)-(iii) of the 1997 amendments to rule 17f-5; and
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For purposes of the provisions of this Rider imposing liability on
Custodian, the term Subcustodian shall not include any Eligible Foreign
Custodian as to which Custodian has not acted as Foreign Custody Manager. For
purposes of clarity, it is understood and agreed that the term Subcustodian
shall not include any "securities depository."
3. Use of Subcustodian.
(a) Custodian shall identify the Financial Assets on its books as
belonging to Company.
(b) A Subcustodian shall hold Company's Financial Assets together
with Financial Assets belonging to other of Custodian's customers in accounts
identified on such Subcustodian's books as for the exclusive benefit of
Custodian's customers.
(c) Except as may otherwise be required by local law or
regulation, any Financial Assets in the accounts held by a Subcustodian shall be
subject only to the instruction of Custodian; and (ii) held in a securities
depository for the account of a Subcustodian shall be subject only to the
directions of such Subcustodian.
(d) Any agreement Custodian enters into with a Subcustodian for
holding its customers' assets shall provide that such assets shall not be
subject to any right, charge, security interest, lien or claim of any kind in
favor of such Subcustodian except for safe custody or administration, and that
the beneficial ownership of such assets shall be freely transferable without the
payment of money or value other than for safe custody or administration or, in
the case of cash deposits, liens or rights in favor of creditors of the
Subcustodian arising under bankruptcy, insolvency or similar laws. Where
Financial Assets are deposited by a Subcustodian with a securities depository,
Custodian shall cause the Subcustodian to identify on its books as belonging to
Custodian, as agent, the Financial Assets shown on the Subcustodian's account on
the books of such securities depository. The foregoing shall not apply to the
extent of any special agreement or arrangement made by Company with any
particular Subcustodian.
4. Global Financial Assets Account Transactions.
(a) Financial Assets shall be transferred, exchanged or delivered
by Custodian or Subcustodian upon receipt by Custodian of instructions from
Company which include all information required by Custodian. Settlement and
payment for Financial Assets received for, and delivery of Financial Assets out
of, the Custody Account may be made in accordance with the customary or
established Securities trading or Securities processing practices and procedures
in the jurisdiction or market in which the transaction occurs, including,
without limitation, delivery of Securities to a purchaser, dealer or their
agents against a receipt with the expectation of receiving later payment and
free delivery. The risk of loss shall be Company's whenever Custodian delivers
Financial Assets or payment in accordance with applicable market practice in
advance of receipt or settlement of the expected consideration. In the case of
the failure of Company's counterparty to deliver the expected consideration as
agreed, Custodian shall contact the counterparty to seek settlement, but
Custodian shall not be obligated to institute legal proceedings, file proof of
claim
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in any insolvency proceeding, or take any similar action. If the expected
consideration remains unpaid after the Custodian contacts the counterparty, the
Custodian shall notify the Company regarding the non-payment. Delivery of
Financial Assets out of the Custody Account may be made in any manner
specifically required by Company's instructions acceptable to Custodian.
(b) All collections of funds or other property paid or distributed
in respect of Financial Assets in the Custody Account shall be made at Company's
risk. Custodian shall have no liability for any loss occasioned by delay in the
actual receipt of notice by Custodian or by Subcustodians of any payment,
redemption or other transaction regarding Financial Assets in the Custody
Account in respect of which Custodian has agreed to take any action under the
Agreement.
(c) Custodian need not act upon Instructions which it reasonably
believes to be contrary to law, regulation or market practice but shall be under
no duty to investigate whether any Instructions comply with applicable law or
market practice.
5. Corporate Actions; Proxies; Tax Reclaims.
(a) Corporate Actions.
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(i) Whenever Custodian receives information concerning the
Financial Assets which requires discretionary action by the beneficial owner of
the Financial Assets (other than a proxy), such as subscription rights, bonus
issues, stock repurchase plans and rights offerings, or legal notices or other
material intended to be transmitted to Securities holders ("Corporate Actions"),
Custodian shall give Company notice of such Corporate Actions to the extent that
its central corporate actions department has actual knowledge of a Corporate
Action in time to notify its customers. Custodian shall notify Company of any
Corporate Action regarding Financial Assets held for the Company, that Custodian
shall have received after its intended expiration.
(ii) Custodian shall follow Corporate Actions and promptly advise
Company of those Corporate Actions of which Custodian's central corporate
actions department receives notice from the issuer or from the Securities
Depository in which such Financial Assets are maintained or notice published in
publications and reported in reporting services routinely used by Custodian for
this purpose.
(iii) If an Authorized Person fails to provide Custodian with timely
Instructions with respect to any Corporate Action, neither Custodian nor its
Subcustodians or their respective nominees shall take any action in relation to
that Corporate Action, except as otherwise agreed in writing by Custodian and
Company or as may be set forth by Custodian as a default action in the advice it
provides with respect to that Corporate Action.
(iv) When a rights entitlement or a fractional interest resulting
from a rights issue, stock dividend, stock split or similar Corporate Action is
received which bears an expiration date, Custodian shall endeavor to obtain
instructions from Company or an Authorized Officer, but if instructions are not
received in time for Custodian to take timely action, or actual notice of such
Corporate Action was received too late to seek instructions, Custodian is
authorized to sell such
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rights entitlement or fractional interest and to credit the Cash Account with
the proceeds or take any other action Custodian deems, in good faith, to be
appropriate.
(b) Proxy Voting. Custodian shall provide proxy voting services,
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if elected by Company , in accordance with the terms of the Proxy Voting
Services Rider hereto. Proxy voting services may be provided by Custodian or, in
whole or in part, by one or more third parties appointed by Custodian (which may
be its Affiliates); provided that Custodian shall be liable for the performance
of any such third party to the same extent as Custodian would have been if it
performed such services itself.
(c) Tax Reclaims.
------------
(i) Subject to the provisions hereof, Custodian shall apply for a
reduction of withholding tax and any refund of any tax paid or tax credits which
apply in each applicable market in respect of income payments on Financial
Assets for Company's benefit which Custodian believes may be available to
Company.
(ii) The provision of tax reclaim services by Custodian is
conditional upon it receiving from Company or, to the extent the Financial
Assets are beneficially owned by others, from each beneficial owner, A) a
declaration of the beneficial owner's identity and place of residence and (B)
certain other documentation (pro forma copies of which are available from
--- -----
Custodian). Company acknowledges that, if Custodian does not receive such
declarations, documentation and information Custodian will be unable to provide
tax reclaim services.
(iii) Custodian and its agents shall not be liable to Company or any
third party for any taxes, fines or penalties payable by Custodian or its agents
or by Company, and shall be indemnified accordingly, whether these result from
the inaccurate completion of documents by Company or any third party, or as a
result of the provision to Custodian or any third party of inaccurate or
misleading information or the withholding of material information by Company or
any other third party, or as a result of any delay of any revenue authority or
any other matter beyond Custodian's or its agents' control.
(iv) Custodian shall perform tax reclaim services only with respect
to taxation levied by the revenue authorities of the countries notified to
Company from time to time and Custodian may, by notification in writing,
supplement or amend the markets in which the tax reclaim services are offered.
Other than as expressly provided in this sub-clause, Custodian shall have no
responsibility with regard to Company's tax position or status in any
jurisdiction.
(v) Company confirms that Custodian is authorized to disclose any
information requested by any revenue authority or any governmental body in
relation to Company or the Financial Assets and/or cash held for Company.
(vi) Tax reclaim services may be provided by Custodian or, in whole
or in part, by one or more third parties appointed by Custodian (which may be
Affiliates); provided that Custodian
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shall be liable for the performance of any such third party to the same extent
as Custodian would have been if it performed such services.
(d) Tax Obligations and Indemnification.
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(i) Company confirms that Custodian is authorized to deduct from
any cash received or credited to the Cash Account any taxes or levies required
by any revenue or governmental authority for whatever reason in respect of the
Custody Account.
(ii) Company shall provide to Custodian such documentation and
information as Custodian may reasonably require in connection with taxation, and
warrant that, when given, this information shall be true and correct in every
respect, not misleading in any way, and contain all material information.
Company undertakes to notify Custodian immediately if any such information
requires updating or amendment.
(iii) Company shall be responsible for the payment of all taxes
relating to the Financial Assets in the Custody Account, and Company agrees to
pay, indemnify and hold Custodian and its agents harmless from and against any
and all liabilities, penalties, interest or additions to tax with respect to or
resulting from, any delay in, or failure by, Custodian or its agents (1) to pay,
withhold or report any U.S. federal, state or local taxes or foreign taxes
imposed on, or (2) to report interest, dividend or other income paid or credited
to the Cash Account, whether such failure or delay by Custodian or its agents to
pay, withhold or report tax or income is the result of (x) Company's failure to
comply with the terms of this paragraph, or (y) Custodian or its agents own acts
or omissions; provided however, Company shall not be liable to Custodian and its
agents for, and Custodian shall be liable for, any penalty or additions to tax
due as a result of the failure of Custodian or its agents to pay or withhold tax
or to report interest, dividend or other income paid or credited to the Cash
Account solely as a result of negligent acts or omissions of Custodian or its
agents.
6. Nominees.
Financial Assets which are ordinarily held in registered form may be
registered in a nominee name of Custodian, Subcustodians or securities
depositories, as the case may be. Custodian may without notice to Company cause
any such Financial Assets to cease to be registered in the name of any such
nominee and to be registered in Company's name. Company agrees to hold
Custodian, Subcustodians, securities depositories and its and their respective
nominees harmless from any liability arising directly or indirectly from its or
their status as a mere record holder of Financial Assets in the Custody Account.
7. Standard of Care.
Custodian shall have no responsibility for any act or omission by (or
the insolvency of) any Securities Depository. In the event Company incurs a loss
due to the negligence, willful misconduct, or insolvency of a Securities
Depository, Custodian shall make reasonable endeavors, in its discretion, to
seek recovery from the Securities Depository.
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Custodian's responsibilities shall be limited to use of reasonable care
with respect to its obligations hereunder. Custodian shall only be liable to
Company for any loss which shall occur as the result of the failure of a
Subcustodian to exercise reasonable care with respect to the safekeeping of
Financial Assets where such loss results directly from the failure of a
Subcustodian to use reasonable care in the provision of custodial services by it
in accordance with the standards prevailing in its local market or from the
willful default of such Subcustodian in the provision of custodial services by
it. Any liability of the Custodian hereunder shall be limited to the extent set
forth in section 7.16 of the Custody Agreement. Custodian shall not be
responsible for the insolvency of any Subcustodian which is not a branch or its
Affiliate. "Affiliate" means an entity controlling, controlled by, or under
common control with, Custodian.
Custodian shall be entitled to rely, and may act, upon the advice of
counsel and other professional advisors (which may be professional advisors of
the Company) on all matters and shall be without liability for any action
reasonably taken or omitted pursuant to such advice.
Without limiting anything else contained in this section, Custodian
shall not be liable for any loss which results from: 1) the general risk of
investing, or 2) investing or holding Financial Assets in a particular country
including, but not limited to, nationalization, expropriation or other
governmental actions; regulation of the banking or securities industry; currency
restrictions, devaluations or fluctuations; and market conditions which prevent
the orderly execution of securities transactions or affect the value of
Financial Assets.
Custodian shall have no duty or responsibility to: (i) question
Instructions or make any suggestions to Company or an Authorized Person
regarding such Instructions; (ii) supervise or make recommendations with respect
to investments or the retention of Financial Assets; (iii) advise Company or an
Authorized Person regarding any default in the payment of principal or income of
any Security; (iv) evaluate or report to Company or an Authorized Person
regarding the financial condition of any broker, agent or other party to which
Custodian is instructed to deliver Financial Assets or cash; or (v) review or
reconcile trade confirmations received from brokers (and Company or its
Authorized Persons issuing Instructions shall bear any responsibility to review
such confirmations against Instructions issued to and statements issued by
Custodian).
8. Fees and Expenses.
Company agrees to pay Custodian for Global Custody Services hereunder
the fees set forth in Schedule C hereto or such other amounts as may be agreed
upon in writing, together with its reasonable out-of-pocket or incidental
expenses, including, but not limited to, legal fees.
9. Miscellaneous.
(a) Foreign Exchange Transactions. To facilitate the
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administration of Company's trading and investment activity, when instructed by
specific or standing instruction, Custodian is authorized to enter into spot or
forward foreign exchange contracts for Company's account with itself (or any of
its Affiliates). Custodian may establish rules or limitations concerning any
foreign
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exchange facility made available. In all cases where Custodian or its Affiliates
have entered into a separate master foreign exchange contract with Company that
covers a foreign exchange transaction for the Custody Account, the terms and
conditions of that foreign exchange contract and, to the extent not
inconsistent, the Agreement shall apply to such transaction.
(b) Certification of Residency, etc. Company certifies that it is
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a resident of the United States and agrees to notify Custodian of any changes in
residency. Custodian may rely upon this certification or the certification of
such other facts as may be required to administer Custodian's obligations under
this Rider and the Agreement. Company shall indemnify Custodian and its agents
against all losses, liability, damages, claims or demands arising directly or
indirectly from any such certifications.
(c) Access to Records. Custodian shall allow Company's independent
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public accountant reasonable access to records relating to the Custody Account
as is required in connection with their examination of books and records
pertaining to Company's affairs. Subject to restrictions under applicable law,
Custodian shall also obtain an undertaking to permit Company's independent
public accountants reasonable access to the records of any Subcustodian which
has physical possession of any Financial Assets as may be required in connection
with the examination of Company's books and records.
(d) Company's Representation. Company represents that the
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Financial Assets being placed in Custodian's custody are subject to the 1940 Act
as the same may be amended from time to time.
(e) Information Concerning Deposits at London Branch. London
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Branch is a member of the United Kingdom Deposit Protection Scheme (the
"Scheme") established under Banking Xxx 0000 (as amended). The Scheme provides
that in the event of Custodian's insolvency payments may be made to certain
customers of London Branch. Payments under the Scheme are limited to 90% of a
depositor's total cash deposits subject to a maximum payment to any one
depositor of (pound)18,000 (or 20,000 euros if greater). Most deposits
denominated in sterling and other European Economic Area Currencies and euros
made with Custodian within the United Kingdom are covered. Further, details of
the Scheme are available on request.
10. Compliance with SEC rule 17f-5 ("rule 17f-5").
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(a) Company's board of directors (or equivalent body) (hereinafter
"Board") hereby delegates to Custodian, and Custodian hereby accepts the
delegation to it of, the obligation to perform as Company's "Foreign Custody
Manager" (as that term is defined in rule 17f-5(a)(3)), including for the
purposes of: (i) selecting Eligible Foreign Custodians to hold Company's foreign
Financial Assets and cash (collectively "Foreign Assets"), (ii) evaluating the
contractual arrangements with such Eligible Foreign Custodians (as set forth in
rule 17f-5(c)(2)), and (iii) monitoring such foreign custody arrangements (as
set forth in rule 17f-5(c)(3)).
(b) In connection with the foregoing, Custodian shall:
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(i) provide written reports notifying Company's Board of the
placement of Foreign Assets with particular Eligible Foreign Custodians and of
any material change in the arrangements with such Eligible Foreign Custodians,
with such reports to be provided to Company's Board at such times as the Board
deems reasonable and appropriate based on the circumstances of Company's foreign
custody arrangements but until further notice from Company requesting a
different schedule, such reports shall be provided not less than quarterly in
summary form, with a more detailed report annually.
(ii) exercise such reasonable care, prudence and diligence in
performing as Company's Foreign Custody Manager such as a person having
responsibility for the safekeeping of Foreign Assets would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have
determined that Foreign Assets placed and maintained in the safekeeping of such
Eligible Foreign Custodian shall be subject to reasonable care, based on the
standards applicable to custodians in the relevant market, after having
considered all factors relevant to the safekeeping of such Assets, including,
without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with the Eligible Foreign
Custodian requires that the Eligible Foreign Custodian will provide reasonable
care for Foreign Assets based on the standards applicable to custodians in the
relevant market as provided in rule 17f-5(c)(2); and
(v) have established a system to monitor the continued appropriateness
of maintaining Foreign Assets with particular Eligible Foreign Custodians and
performance of the governing contractual arrangements; it being understood,
however, that in the event that Custodian shall have determined that the
existing Eligible Foreign Custodian in a given country no longer would afford
Foreign Assets reasonable care and that no other Eligible Foreign Custodian in
that country would afford reasonable care, Custodian shall promptly so advise
Company and shall then act in accordance with the Instructions of Company with
respect to the disposition of the affected Foreign Assets.
Subject to (b)(i)-(v) above, Custodian is hereby authorized to place
and maintain Foreign Assets on behalf of Company with Eligible Foreign
Custodians pursuant to a written contract deemed appropriate by Custodian.
(c) Except as expressly provided herein and in Section 11 hereof,
Company shall be solely responsible to assure that the maintenance of Foreign
Assets hereunder complies with the rules, regulations, interpretations and
exemptive orders promulgated by or under the authority of the SEC.
(d) Custodian represents to Company that it is a U.S. Bank as
defined in rule 17f-5(a)(7). Company represents to Custodian that: (1) the
Assets being placed and maintained in Custodian's custody are subject to the
1940 Act, as amended as the same may be amended from time to time; (2) its Board
(or other governing body) has determined that it is reasonable to rely on
Custodian to perform as Company's Foreign Custody Manager; and (3) its Board (or
other
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governing body) or its investment adviser shall have determined that Company may
maintain Foreign Assets in each country in which Company's Foreign Assets shall
be held hereunder and determined to accept the risks arising therefrom
(including, but not limited to, a country's financial infrastructure, prevailing
custody and settlement practices, laws applicable to the safekeeping and
recovery of Foreign Assets held in custody, and the likelihood of
nationalization, currency controls and the like) (collectively ("Country
Risk")). Nothing contained herein shall require Custodian to make any selection
on behalf of Company that would entail consideration of Country Risk and, except
as may be provided in (e) below, to engage in any monitoring of Country Risk.
(e) Custodian shall provide to Company such information relating
to Country Risk as is specified in Appendix 1-A hereto. Company hereby
acknowledges that: (i) such information is solely designed to inform Company of
market conditions and procedures and is not intended as a recommendation to
invest or not invest in particular markets; and (ii) Custodian has gathered the
information from sources it reasonably considers reliable, but that Custodian
shall have no responsibility for inaccuracies or incomplete information.
11. Compliance with SEC rule 17f-7 ("rule 17f-7").
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(a) Custodian shall, for consideration by Company, provide an
analysis in accordance with rule 17f-7(a)(1)(i)(A) of the custody risks
associated with maintaining the Company's Foreign Assets with each Eligible
Securities Depository used by Custodian as of the date hereof (or, in the case
of an Eligible Securities Depository not used by Custodian as of the date
hereof, prior to the initial placement of Company's Foreign Assets at such
Depository) and at which any Foreign Assets of Company are held or are expected
to be held. The foregoing analysis will be provided to Company at Custodian's
Website. In connection with the foregoing, Company shall notify Custodian of any
Eligible Securities Depositories at which it does not choose to have its Foreign
Assets held. Custodian shall monitor the custody risks associated with
maintaining the Company's Foreign Assets at each such Eligible Securities
Depository on a continuing basis and shall promptly notify Company or its
adviser of any material changes in such risks.
(b) Custodian shall exercise reasonable care, prudence and
diligence in performing the requirements set forth in Section 11(a) above.
(c) Based on the information available to it in the exercise of
diligence, Custodian shall determine the eligibility under rule 17f-7 of each
depository before including it on Appendix 1-B hereto and shall promptly advise
Company if any Eligible Securities Depository ceases to be eligible. (Eligible
Securities Depositories used by Custodian as of the date hereof are set forth in
Appendix 1-B hereto, and as the same may be amended on notice to Company from
time to time.)
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STATE FARM MUTUAL FUND TRUST
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Assistant Secretary
Date: 6-27-2001
Accepted and agreed to:
THE CHASE MANHATTAN BANK
By: /s/ Xxxxx Xxxxxx
Title: Vice President
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Schedule A
Investment Portfolios Included in this Agreement
State Farm Equity Fund
State Farm Small Cap Equity Fund
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Appendix 1-A
Information Regarding Country Risk
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1. To aid Company in its determinations regarding Country Risk,
Custodian shall furnish annually and upon the initial placing of Foreign Assets
into a country the following information (check items applicable):
A Opinions of local counsel concerning:
X i. Whether applicable foreign law would restrict the access
--- afforded Company's independent public accountants to books and
records kept by an Eligible Foreign Custodian located in that
country.
X ii. Whether applicable foreign law would restrict the Company's
--- ability to recover its assets in the event of the bankruptcy
of an Eligible Foreign Custodian located in that country.
X iii. Whether applicable foreign law would restrict the
--- Company's ability to recover assets that are lost while under
the control of an Eligible Foreign Custodian located in the
country.
B. Written information concerning:
X i. The likelihood of expropriation, nationalization, freezes, or
--- confiscation of Company's assets.
X ii. Whether difficulties in converting Company's cash and cash
--- equivalents to U.S. dollars are reasonably foreseeable.
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership
restrictions, (iii) foreign exchange, (iv) securities settlement and
registration, (v) taxation, (vi) market settlement risk, (vii) Eligible
Securities Depositories (including Depository evaluation), if any.
2. Custodian shall furnish the following additional information:
Market flashes, including with respect to changes in the
information in market reports.
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Appendix 1-B
ELIGIBLE SECURITIES DEPOSITORIES
GLOBAL PROXY SERVICE RIDER
1. Company hereby requests The Chase Manhattan Bank ("Chase") to provide
to Company Global Proxy Services (the "Services") for the countries
listed in the procedures and guidelines ("Procedures") furnished to
Company, as the same may be amended by Chase from time to time on prior
notice to Company. The Procedures are incorporated by reference herein
and form a part of this Rider. This Global Proxy Service Rider
supplements the terms of the Global Custody Rider to the Custody
Agreement between Chase and Company. All terms herein unless defined
herein shall have the meanings set forth in the Global Custody Rider or
the Custody Agreement. This Rider shall be effective on the date Chase
commences to provide Global Proxy Service to Company.
2. The Services shall consist of those elements as set forth in the
Procedures, and shall include (a) notifications ("Notifications") by
Chase to Company of the dates of pending shareholder meetings,
resolutions to be voted upon and the return dates as may be received by
Chase or provided to Chase by the Subcustodians (as defined in the
Global Custody Rider) or third parties, and (b) voting by Chase of
proxies based on our instructions. Original proxy materials or copies
thereof shall not be provided. Notifications shall generally be in
English and, where necessary, shall be summarized and translated from
such non-English materials as have been made available to Chase or the
Subcustodian. In this respect Chase's only obligation is to provide
information from sources Chase believes to be reliable and/or to
provide materials summarized and/or translated in good faith. Chase
shall have the right, in
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its discretion, to provide Notifications, or parts thereof, in the
language received. Upon reasonable advance request by Company, backup
information relative to Notifications, such as annual reports,
explanatory material concerning resolutions, management recommendations
or other material relevant to the exercise of proxy voting rights shall
be provided as available, but without translation.
3. While Chase shall attempt to provide accurate and complete
Notifications, whether or not translated, Company acknowledges and
agrees Chase shall not be liable for any losses or other consequences
that may result from reliance by Company upon Notifications where Chase
prepared the same in good faith.
4. Notwithstanding the fact that Chase may be acting in a fiduciary
capacity with respect to Company under other agreements or otherwise
under the Custody Agreement, in performing Services Chase shall be
acting solely as Company's agent, and shall not exercise any discretion
with regard to such Services.
5. Proxy voting may be precluded or restricted in a variety of
circumstances, including, without limitation, where the relevant
securities are: (i) on loan; (ii) at the registrar for registration or
reregistration; (iii) the subject of a conversion or other corporate
action; (iv) not held in a name subject to the control of Chase or the
Subcustodian or are otherwise held in a manner which precludes voting;
(v) not capable of being voted on account of local
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market regulations or practices or restrictions by the issuer; or (vi)
held in a margin or collateral account.
6. Company acknowledges that in certain countries Chase may be unable to
vote individual proxies but shall only be able to vote proxies on a net
basis (e.g., a net yes or no vote given the voting instructions
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received from all its customers).
7. Company shall not make any use of the information provided hereunder,
except in connection with the funds or plans covered by this Rider, and
shall in no event sell, license, give or otherwise make the information
provided hereunder available, to any third party, and Company shall not
directly or indirectly compete with Chase or diminish the market for
the Services by provision of such information, in whole or in part, for
compensation or otherwise, to any third party.
STATE FARM MUTUAL FUND TRUST
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Assistant Secretary
Date: 6-27-2001
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