CUSTODIAN AGREEMENT FOR
STATE FARM BALANCED FUND, INC.
THIS AGREEMENT, is made this first day of October, 1991, by and between the
State Farm Balanced Fund, Inc., a corporation existing under the laws of the
State of Maryland, having its principal place of business at Bloomington,
Illinois (hereinafter referred to as the "Fund"), and the Peoples Bank of
Bloomington, a commercial banking institution organized under the laws of
Illinois, having its principal place of business at Bloomington, Illinois
(hereinafter referred to as the "Custodian").
WITNESSETH
WHEREAS, the Fund has entered into a separate custody agreement with Xxxxxx
Guaranty Trust Company of New York, a New York banking corporation, (hereinafter
referred to as "Xxxxxx") which establishes a custodial arrangement for certain
of the Fund's securities and cash assets; and
WHEREAS, the Fund has a need for the Custodian to maintain custody of
certain of the Fund's moneys and other cash assets not held by Xxxxxx;
WHEREAS, the Fund also has a need to establish a checking account, in
addition to a custodial account, with the Custodian;
NOW, THEREFORE, for and in consideration of the mutual promises contained
in this Agreement, the Fund and the Custodian agree as follows.
1. APPOINTMENT OF CUSTODIAN. The Fund hereby appoints the Custodian as
the custodian of certain of the Fund's moneys and other cash assets delivered to
the Custodian by the Fund. The Custodian hereby accepts this appointment.
2. DUTIES OF THE CUSTODIAN.
A. DEPOSIT ACCOUNT. The Custodian shall establish and maintain one
or more separate deposit accounts and shall hold in the account(s), subject to
the terms of this Agreement, all moneys and other cash assets received by it
from or for the account of the Fund. The Custodian shall keep
all moneys and other cash assets received by it on deposit either in its
banking, savings or trust department as depository.
B. SAFEKEEPING OF ASSETS. The Custodian will receive and keep safely
the assets of the Fund delivered to it. The Custodian will not deliver any of
the assets received from the Fund to any person except as permitted by the terms
of this Agreement.
C. PAYMENT AND TRANSFER OF FUND MONEYS AND OTHER CASH ASSETS. Upon
receipt of Authorized Instructions (which may be an instruction that continues
until changed, when deemed appropriate by the Fund and the Custodian), the
Custodian shall transfer or pay out moneys and other cash assets of the Fund in
only the following cases:
(1) For the transfer, including wire transfer via the Federal Reserve
system, of moneys and other cash assets from the Fund's account(s)
with the Custodian to the Fund's account with Xxxxxx as custodian for
the Fund.
(2) For the transfer of moneys and other cash assets to the Fund's
checking account maintained and established by the Custodian for the
Fund;
(3) For the purchase or redemption of shares issued by the Fund in
accordance with Article 3 of this Agreement;
(4) For the payment of any dividends or distributions on shares of the
Fund in accordance with Article 4 of this Agreement;
(5) For the payment of interest, taxes, management or supervisory fees,
and operating expenses (including, without limitation, fees for legal,
auditing and accounting services);
(6) For the payment upon termination of the Agreement pursuant to Article
10 of this Agreement; and
(7) For any other proper purpose of the Fund, but only upon receipt of a
certified copy of a resolution of the Fund's Board of Directors or of
the Fund's Executive Committee signed by an officer of the Fund and
certified by its Secretary or Assistant Secretary specifying the
amount of the payment, setting forth the purpose of the payment,
declaring the purpose to be a proper purpose and naming the person(s)
to whom such payment is to be made.
E. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS. The Custodian
will allow independent public accountants of the Fund reasonable access to the
records of the Custodian relating to the Fund's moneys and other cash assets
held by the Custodian pursuant to this Agreement as is required by those
accountants in connection with their examination of the books and records
pertaining to the affairs of the Fund. Upon request, the Custodian shall provide
the Fund with reports obtained by the Custodian on the Custodian's accounting
system and its internal accounting controls and procedures.
F. ENDORSEMENT. The Custodian is authorized to endorse for the
credit of the Fund when received, all checks, drafts or other orders for the
payment of money drawn to or for the order of the Fund or to or for the order of
the Custodian for the account of the Fund. Except as provided below with respect
to the Fund's checking account with the Custodian, such amounts shall be placed
in the Fund's deposit account with the Custodian.
3. PAYMENTS FOR REDEMPTIONS AND SALES OF FUND SHARES. The Fund may
utilize its moneys and other cash assets held by the Custodian for the purpose
of redeeming its shares. The Fund may draw upon its checking account with the
Custodian for this purpose, or the Fund may elect to utilize the services of the
State Farm Investment Management Corporation to disburse the proceeds of
redemption. Upon receipt of Authorized Instructions from the Fund, the
Custodian shall withdraw from the Fund's deposit account the amount stated in
the Authorized Instructions and (i) deposit such amount in the Fund's checking
account, (ii) deposit such amount in an account of State Farm Investment
Management Corporation maintained for the purpose of disbursing the proceeds of
redemption of Fund shares, or (iii) otherwise deliver such amount, all as
provided in the Authorized Instructions.
The Custodian shall receive from the Fund or the State Farm Investment
Management Corporation and deposit into the Fund's deposit account such payments
as are received for the sale of the Fund's shares.
4. DIVIDENDS OR DISTRIBUTIONS ON FUND SHARES. The Fund may utilize its
moneys and other cash assets held by the Custodian for the purpose of paying
dividends or distributions on its shares. The Fund may draw upon its checking
account with the Custodian for this purpose, or may elect to utilize the
services of the State Farm Investment Management Corporation to disburse such
dividend or distribution payments. Upon receipt of Authorized Instructions
from the Fund, the Custodian shall withdraw from the Fund's deposit account the
amount stated in the Authorized Instructions and (i) deposit such amount in the
Fund's checking account, or (ii) deposit such amount in an account of State
Farm Investment
Management Corporation maintained for the purpose of disbursing such dividend or
distribution payments, which may be the same account as that maintained for the
disbursement of redemption proceeds, all as provided in the Authorized
Instructions.
5. AUTHORIZED INSTRUCTIONS. For purposes of subparagraph (1) of
paragraph C of Article 2 of this Agreement, the phrase Authorized Instructions
shall mean the instructions agreed to in writing by the Fund and the Custodian
as satisfactory for this purpose. The Fund and the Custodian hereby acknowledge
and agree that the instructions described in the letter dated October 23, 1990,
and attached to this Agreement as Exhibit A, shall be satisfactory for this
purpose and shall remain in effect under the terms of this Agreement until
amended by the Fund and the Custodian.
For purposes of subparagraphs (2), (3), (4), (5), (6) and (7) of paragraph C of
Article 2 of the Agreement, "Authorized Instructions" shall mean a communication
containing the information specified in this Article 5, given in writing by two
Authorized Persons and received by the Custodian by facsimile transmission,
telegram, teletype, cablegram or other teleprocess or electronic instruction
system which the Custodian believes in good faith to have been given by the Fund
or which are transmitted with proper testing or authentication pursuant to the
terms and conditions specified in writing by the Custodian.
Authorized Persons means any persons who have been designated by or pursuant to
a resolution of the Fund's Board of Directors, a certified copy of which has
been filed with the Custodian, to act on behalf of the Fund in the performance
of any acts that the Authorized Persons may do under this Agreement pursuant to
such vote. Such persons shall continue to be Authorized Persons until such time
as there has been filed with the Custodian a properly certified copy of the
resolution of the Fund's Board of Directors revoking the authority of such
persons.
The Authorized Instructions must specify (1) the account, person, firm, or
corporation to whom the payment is to be made, (2) the purpose for which the
payment is to be made, (3) the amount of the payment, and (4) that the purpose
listed as the basis for the payment is authorized as one of the purposes under
Article 2.
6. CHECKING ACCOUNT. A checking account shall be established upon receipt
by the Custodian of a certified copy of a resolution adopted by the Fund's Board
of Directors authorizing the creation and funding of that checking account with
the Custodian. The resolution must specify the purposes for which moneys placed
in the checking account may be disbursed, that the balance maintained in the
account does not exceed the Fund's fidelity bond coverage and that the balance
maintained in the account does not exceed the amount which is necessary to meet
current or recurring expenses and distributions declared and payable to
shareowners. A check drawn on the checking account shall be honored only if:
1. The check is prenumbered by a printer and is in an amount no greater
than the maximum amount established by resolution of the Fund's Board
of Directors from time to time, a certified copy of which resolution
shall have been delivered to the Custodian;
2. The check bears the signatures of at least two Authorized Persons; and
3. The check is payable to a designated payee.
7. COMPENSATION OF CUSTODIAN. The Fund agrees to pay the Custodian
reasonable compensation for its services and expenses as Custodian, as agreed
upon in writing between the Fund and the Custodian.
8. REPORTS BY THE CUSTODIAN. The Custodian shall cooperate with the Fund
and supply the information necessary to enable the Fund (1) to keep and complete
the books of account and reports for the Fund and (2) to compute the net asset
value per share of the Fund's shares. The Custodian shall furnish the Fund
following the close of each business day on which transactions in the account(s)
occur with a statement summarizing all transactions and entries for the
account(s) of the Fund.
9. CUSTODIAN'S RESPONSIBILITY. The Custodian shall be responsible for
the performance of the duties set forth in this Agreement or contained in
Authorized Instructions given to the Custodian that are consistent with the
terms of this Agreement. The Custodian is not under any duty to provide the
Fund with investment advice or supervise any investments.
10. TERMINATION OR ASSIGNMENT This Agreement may be terminated by the
Fund, or by the Custodian, on sixty (60) days' written notice and sent by
registered mail to the Custodian or to the Fund at the following address:
Fund - Attention: Xxxxx Xxxxxx
Xxx Xxxxx Xxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Custodian - Attention: Xxxxxx Xxxxxxxx
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Upon termination of this Agreement, the Custodian shall not deliver the
Fund's property to the Fund, but shall (i) deliver such property to a successor
Custodian designated by resolution of the board of Directors of the Fund, a
certified copy of which has been delivered to the Custodian, or (ii) if no
certified copy of a resolution designating a successor custodian is received by
the Custodian within 60 days' of the Custodian's receipt of the notice of
termination, the Custodian shall deliver the Fund's property to Xxxxxx, if
Xxxxxx is then acting as a custodian for assets of the Fund, or (iii) if Xxxxxx
is not then acting as a custodian for assets of the Fund, the Custodian shall
continue to hold the Fund's property pursuant to the provisions of this
Agreement or the Authorized Instructions of any Authorized Persons, until a
successor custodian is designated.
The Custodian shall not be required to make any such delivery or payment
until full payment shall have been made by the Fund of all liabilities
constituting a charge on or against the properties then held by the Custodian or
on or against the Custodian, and until full payment shall have been made to the
Custodian of all its fees, compensation, costs and expenses, subject to the
provisions of Article 7 of this Agreement. The Fund agrees to name a successor
custodian within sixty (60) days after the written notice of termination is
received or delivered.
This Agreement may not be assigned by Custodian without the consent of the
Fund authorized or approved by a resolution of its Board of Directors.
11. GOVERNING LAW. This Agreement is executed and delivered in the State
of Illinois and shall be governed by the laws of Illinois.
12. AMENDMENT. No provisions of this Agreement may be amended or modified
in any manner except by a written agreement executed by the Fund and the
Custodian.
13. COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original.
14. EFFECTIVE DATE. This Agreement shall become effective on the date
first above written.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and their respective corporate seals to be affixed hereto as of the
date first above written by their respective duly authorized officers.
STATE FARM BALANCED FUND, INC.
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Its Vice President and Treasurer
Attest: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Its Assistant Secretary
PEOPLES BANK OF BLOOMINGTON
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Its Senior Vice President and Cashier
Attest: /s/ Xxxxx X. Beach
-------------------------
Its Assistant Vice President
