TRANSFER AGENCY AND SERVICE AGREEMENT
This AGREEMENT, made as of this 9th day of July 2004, by and between STATE
FARM ASSOCIATES' FUNDS TRUST, a Delaware business trust, (the "Trust") and STATE
FARM INVESTMENT MANAGEMENT CORP., a Delaware corporation (the "Transfer Agent").
WHEREAS, the Trust is authorized to issue shares in separate series, with
each series representing interests in separate portfolios of securities.
WHEREAS, each such series is named in the Attached Schedule A, which may be
amended by the parties from time to time (each such series, together with all
other series subsequently established by the Trust and made subject to the
Agreement being referred to as a "Portfolio," and collectively as the
"Portfolios").
WHEREAS, the Trust, on behalf of the Portfolios, desires to appoint the
Transfer Agent as its transfer agent, and dividend disbursing agent, and the
Transfer Agent desires to accept such appointment.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties agree as follows:
1. Terms of Appointment and Duties
1.1 Transfer Agency Services. The Trust, on behalf of the Portfolios,
hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent
hereby agrees to act as transfer agent and dividend disbursing agent for the
Trust's shares of beneficial interest ("Shares"). In accordance with procedures
established from time to time by agreement between the Trust and the Transfer
Agent, the Transfer Agent agrees that it will perform the following services:
(a) Receive for acceptance, orders for the purchase of Shares, and promptly
deliver payment and appropriate documentation thereof to the appropriate
custodian of the Trust (each a "Custodian");
(b) Pursuant to purchase orders, issue the appropriate number of Shares and
hold such Shares in the appropriate shareholder account;
(c) Receive for acceptance redemption requests and redemption directions
and deliver the appropriate documentation thereof to the Custodian;
(d) In respect to the transactions described in items (a), (b), and (c),
above, the Transfer Agent shall execute transactions directly with
broker-dealers authorized by the Trust;
(e) At the appropriate time pay over or cause to be paid over in the
appropriate manner such monies as instructed by the redeeming shareholder(s) of
the Trust ("Shareholder");
(f) Effect transfers of Shares by the registered owners thereof upon
receipt of the appropriate instructions;
(g) Prepare and transmit payments for dividends and distributions declared
by the Trust on behalf of the applicable Portfolio;
(h) Maintain records of account for and advise the Trust and its
Shareholders as to the foregoing; and
(i) Record the issuance of Shares of the Trust and maintain pursuant to SEC
Rule 17Ad-10(e) a record of the total number of Shares of the Trust that are
issued and outstanding, based upon data provided to it by the Trust. The
Transfer Agent shall also provide the Trust on a regular basis with the total
number of Shares which are issued and outstanding, and shall have no obligation,
when recording the issuance of Shares, to monitor the issuance of such Shares or
to take cognizance of any laws relating to the issue or sale of such Shares,
which functions shall be the sole responsibility of the Trust.
1.2 Additional Services. In addition to the services set forth above, the
Transfer Agent shall perform other customary services of a transfer agent and
dividend disbursing agent, including, but not limited to: maintaining all
Shareholder accounts, preparing Shareholder meeting lists, mailing Shareholder
proxies, Shareholder reports and prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts, preparing
and filing U.S. Treasury Forms 1099 and other appropriate forms required with
respect to dividends and distributions by federal authorities for all
Shareholders, preparing and mailing confirmation forms and statements of account
to Shareholders for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts, preparing and mailing activity
statements for Shareholders, and providing Shareholder account information.
Transfer Agent shall keep records relating to the services to be performed
hereunder in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended, and
the rules thereunder, the Transfer Agent agrees that all such records prepared
or maintained by the Transfer Agent relating to the services to be performed by
the Transfer Agent hereunder are the property of the Trust and will be
preserved, maintained and made available in accordance with such Section and
rules, and will be surrendered promptly to the Trust on and in accordance with
its request.
2. Fees and Expenses. Other than retaining the low balance fee described in
the Trust's prospectus or prospectuses and collected from shareholders, the
Transfer Agent, which also serves as the Investment Adviser to the Trust and
receives fees from
the Trust in that capacity, shall be paid no fees for performing services under
this Transfer Agency and Service Agreement.
3. Limitation of Liability of Transfer Agent. The Transfer Agent shall at
all times act in good faith and agrees to use its best efforts within reasonable
limits to ensure the accuracy of all services performed under this Agreement.
The Transfer Agent shall not be liable for any error of judgment or import of
law, or for any loss suffered by the Trust in connection with the matters to
which this Agreement relates, except loss resulting from: (i) willful
misfeasance, bad faith or gross negligence on the part of the Transfer Agent in
the performance of its obligations and duties under this Agreement; and (ii) its
reckless disregard of its obligations and duties under this Agreement.
4. Limitation of Liability of Trust. The Transfer Agent acknowledges that
it 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 accordance therewith, the Transfer Agent agrees that the Trust's obligations
hereunder shall be limited to the assets of the Portfolios, and with respect to
each Portfolio, shall be limited to the assets of such Portfolio, and no party
shall seek satisfaction of any such obligation from any Shareholder of the
Trust, nor from any trustee, officer, employee or agent of the Trust.
5. Confidentiality and Privacy. Except to the extent disclosure is required
by state or federal regulatory authorities, the Transfer Agent and the Trust
agree that they will not, any time during the term of this agreement or after
its termination, reveal, divulge, or make known to any person, firm, corporation
or other business organization, any customers' lists, trade secrets, cost
figures and projections, profit figures, and projections, or any other secret or
confidential information whatsoever. The Transfer Agent shall not disclose or
use nonpublic personal information (as defined in Rule 3(t) of Regulation S-P)
provided to it by the Trust, except as necessary to carry out the purposes for
which the Trust disclosed such information to the Transfer Agent, including
information that is used in accordance with Rules 14 and 15 of Regulation S-P in
the ordinary course of business to carry out those purposes.
6. Termination of Agreement. Either party may terminate this Agreement by
providing the other party with sixty (60) days notice of such termination.
7. Customer Identification Services.
7.1 Services. The Trust, on behalf of the Portfolios, hereby delegates to
the Transfer Agent certain customer identification responsibilities required
under Section 326 of the USA PATRIOT Act. The Transfer Agent agrees that it will
perform the following services:
(a) Collect the following identifying information from each customer: name,
date of birth, address and identification number;
(b) Verify each customer's identity within a reasonable time after the
account is opened through the use of documents, non-documentary methods, or a
combination of both in order to form a reasonable belief that the true identity
of each customer is known;
(c) Maintain records of each customer's identifying information, a
description of the documents relied upon to verify each customer's identity
(including any identification contained in the document, the place of issuance
and, if any, the date of issuance and expiration date), a description of the
non-documentary methods and the results of any measures undertaken to verify the
identity of each customer, and a description of the resolution of any
substantive discrepancy discovered when verifying the identifying information
obtained; and
(d) Compare each customer against any list of known or suspected terrorists
or terrorists organizations issued by any federal government agency and
designated as such by the Department of Treasury in consultation with the
Securities and Exchange Commission within a reasonable time after the account is
opened, or earlier, if required by federal law or regulation or federal
directive issued in connection with the list.
7.2 Certification. In addition to the customer identification services set
forth above, the Transfer Agent shall certify annually to the Trust that it has
implemented its anti-money laundering program, and that it will perform the
customer identification services set forth herein.
8. Miscellaneous
8.1. Amendment. This Agreement may be amended or modified by a written
agreement executed by both parties.
8.2. Delaware Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of Delaware
without regard to conflicts of law principles or precedents.
8.3 Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
8.4 Captions. The captions in this Agreement are included for convenience
of reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
8.5 Counterparts. This Agreement may be executed simultaneously in multiple
counterparts, each of which taken together shall constitute one and the same
instrument.
8.6 Cooperation with Authorities. Each party hereto shall cooperate with
the other party and all appropriate governmental authorities (including without
limitation the SEC) and shall permit such authorities reasonable access to its
books and records in connection with any investigation or inquiry relating to
this Agreement or the transactions contemplated hereby.
8.7 Cumulative Rights. The rights, remedies and obligations contained in
this agreement are cumulative and are in addition to any and all rights,
remedies and obligations, at law or in equity, which the parties hereto are
entitled to under state and federal laws.
8.8 Survival. All provisions regarding liability, and the limits thereon,
and confidentiality, privacy, and trade secrets shall survive the termination of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names on their behalf by and through their duly authorized
officers, as of the day and year first above written.
STATE FARM INVESTMENT MANAGEMENT CORP.
By: /s/ Xxxxxx X. Xxxx, Xx.
--------------------------------------
Name: Xxxxxx X. Xxxx, Xx.
Title: President
STATE FARM ASSOCIATES' FUNDS TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and Treasurer
APPENDIX A
State Farm Growth Fund
State Farm Balanced Fund
State Farm Interim Fund
State Farm Municipal Bond Fund
