TRANSFER AGENCY AND SERVICE AGREEMENT
This AGREEMENT, made as of this ___ day of March, 2001, 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
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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. 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.
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7. MISCELLANEOUS
7.1. AMENDMENT. This Agreement may be amended or modified by a
written agreement executed by both parties.
7.2. 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.
7.3 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.
7.4 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.
7.5 COUNTERPARTS. This Agreement may be executed simultaneously
in multiple counterparts, each of which taken together shall constitute one
and the same instrument.
7.6 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.
7.7 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.
7.8 SURVIVAL. All provisions regarding liability, and the limits
thereon, and confidentiality, privacy, and trade secrets shall survive the
termination of this Agreement.
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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:_______________________________________________
Name: Xxxxxx X. Xxxx, Xx.
Title: President
STATE FARM ASSOCIATES' FUNDS TRUST
By:_______________________________________________
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President and
Treasurer
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XXXXXXXX X
Xxxxx Xxxx Xxxxxx Xxxx
Xxxxx Farm Balanced Fund
State Farm Interim Fund
State Farm Municipal Bond Fund
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