AMENDED AND RESTATED INVESTMENT SUB-ADVISORY
AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into this
30th day of April 2016 by and among STATE FARM VARIABLE
PRODUCT TRUST, a Delaware statutory trust (the "Trust"), STATE
FARM INVESTMENT MANAGEMENT CORP., a Delaware corporation
(the "Adviser"), and RAINIER INVESTMENT MANAGEMENT, LLC, a
Delaware limited liability company (the "Sub-Adviser"), relating to
investment management services to be provided by the Sub-Adviser. This
Agreement, which supersedes an existing sub-advisory agreement among
these parties, shall become effective upon the closing of Xxxxxxx & Xxxxxx,
Inc.'s acquisition of the Sub-Adviser.
WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, the Trust issues shares of beneficial interest (the "Shares")
registered under the Securities Act of 1933, as amended (the "1933 Act")
pursuant to a registration statement initially filed with the Securities and
Exchange Commission ("SEC") on February 27, 1997, as amended from
time to time (the "Registration Statement");
WHEREAS, the Trust has established multiple separate series of
Shares, each corresponding to a separate investment portfolio having its
own investment objective (the "Funds");
WHEREAS, pursuant to a separate investment advisory and
management services Agreement between the Trust and the Adviser (the
"Advisory Agreement"), the Trust has retained the Adviser to render
investment advisory and/or management services to each Fund;
WHEREAS, the Sub-Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended (the "Advisers
Act");
WHEREAS, the Adviser desires to retain the Sub-Adviser to provide
investment advisory services to certain Fund(s) in the manner and on the
terms and conditions set forth below; and
WHEREAS, the Sub-Adviser is willing to provide investment advisory
services to certain Fund(s) in the manner and on the terms and conditions
set forth below; and
NOW, THEREFORE, in consideration of their mutual promises, the
Trust, the Adviser, and the Sub-Adviser agree as follows:
ARTICLE 1
Employment of Sub-Adviser
1.1 The Adviser hereby appoints the Sub-Adviser to act as
investment sub-adviser for and to invest and reinvest a portion of the assets
of the State Farm Small/Mid Cap Equity Fund (the "Sub-Advised Fund"),
subject to the supervision and control of the Board of Trustees of the Trust
(the "Board") for the period and upon the terms herein set forth. Unless
otherwise noted, reference in the remainder of this Agreement to the term
"Sub-Advised Fund" means only the portion of the State Farm Small/Mid
Cap Equity Fund allocated by the Adviser to the Sub-Adviser.
The Sub-Adviser will establish and maintain a discretionary investment
management account (the "Account") for the Sub-Advised Fund, consisting
of securities, funds, or other assets contributed or liabilities allocated, (i)
as the Adviser shall initially designate for the purposes of opening this
Account, (ii) as the Adviser may from time to time designate in writing to
Sub-Adviser and (iii) as the Adviser may substitute pursuant to this
Agreement. The Sub-Adviser shall invest and reinvest the assets of the
Account at such times and in such securities as it believes to be in the best
interest of the shareholders of the Sub-Advised Fund.
1.2 The Sub-Adviser accepts such appointment and agrees during
such period at its own expense to render the services set forth herein, and to
assume the obligations herein set forth for the compensation herein
provided.
1.3 The Sub-Adviser shall for all purposes be deemed to be an
independent contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent the Trust or the
Adviser in any way or otherwise be deemed an agent of the Trust or the
Adviser. Notwithstanding the foregoing, the Sub-Adviser shall, for the
purposes of this Agreement, have and exercise full investment discretion
and authority to act as agent for the Trust and the Adviser in buying, selling
or otherwise disposing of the investments of the Sub-Advised Fund, subject
to supervision by the Board.
1.4 The services of the Sub-Adviser herein provided are not to be
deemed exclusive. The Sub-Adviser may act as an investment adviser to
any other person, investment company, firm or corporation, and may
perform management and any other services for any other person,
investment company, association, corporation, firm or other entity pursuant
to any contract or otherwise, and take any action or do anything in
connection therewith or related thereto, except as prohibited by applicable
law; and no such performance of management or other services shall be in
any manner restricted or otherwise affected by any aspect of any
relationship of the Sub-Adviser to the Trust, the Sub-Advised Fund or the
Adviser except as otherwise imposed by law or by this Agreement. The
Sub-Adviser shall have no obligation to purchase or sell for a Sub-Advised
Fund, or to recommend for purchase or sale by a Sub-Advised Fund, any
security which Sub-Adviser, its principles, affiliates or employees may
purchase or sell for themselves or for any other clients.
ARTICLE 2
Duties of Sub-Adviser
2.1 Investment Advisory Services.
(a) Subject to the supervision of the Board and the Adviser,
the Sub-Adviser shall provide the Sub-Advised Fund with such investment
research, advice and supervision as is necessary for the investment and
proper supervision of the assets of the Sub-Advised Fund. In this regard, the
Sub-Adviser shall:
(i) perform research and obtain and evaluate pertinent
economic, statistical, and financial data relevant to the investments of the
Sub-Advised Fund as contemplated by the investment objectives and
strategies of the Sub-Advised Fund as set forth in the proposed Small Mid
Cap Equity Fund Registration Statement (Schedule A) and any final
versions and amendments thereto;
(ii) at such times as shall be reasonably requested by
the Board or the Adviser, consult with the Board and furnish to the Board
recommendations with respect to an overall investment strategy for the Sub-
Advised Fund for approval, modification, or rejection by the Board;
(iii) seek out and implement specific investment
opportunities, consistent with any investment strategies approved by the
Board;
(iv) take such steps as are necessary to implement any
overall investment strategy approved by the Board for the Sub-Advised
Fund, including making and carrying out day-to-day decisions to acquire or
dispose of permissible investments, management of investments and any
other property of the Sub-Advised Fund, and providing or obtaining such
services as may be necessary in managing, acquiring or disposing of
investments;
(v) regularly report to the Board with respect to the
implementation of any approved overall investment strategy and any other
activities in connection with management of the assets of the Sub-Advised
Fund, including furnishing, within 10 days after the end of each calendar
quarter, a statement of all purchases and sales during the quarter and a
schedule of investments and other assets of the Sub-Advised Fund as of the
end of the quarter;
(vi) maintain all accounts, records, memoranda,
instructions or authorizations required to be maintained by the Sub-Adviser
pursuant to the requirements of Rule 31a-1 under the 1940 Act, for the
period required by Rule 31a-2 under the 1940 Act, with respect to
transactions by the Sub-Adviser on behalf of the Sub-Advised Fund;
(vii) provide reasonable assistance to the Custodian or
the Adviser regarding valuation of portfolio securities that the Custodian or
Adviser is unable to procure, so that the Custodian or Adviser can
determine each business day the net asset value of the Shares of the Sub-
Advised Fund in accordance with applicable law; and
(viii) provide the Adviser with a report of each
portfolio trade no later than the close of the next business day following
such trade.
(b) The Sub-Adviser's services shall be subject always to
the control and supervision of the Board and the Adviser, the restrictions of
the Declaration of Trust and Bylaws of the Trust, as amended from time to
time, the provisions of the 1940 Act, and the Sub-Advised Fund's
investment objective or objectives, investment policies and investment
restrictions as set forth in the then-current Registration Statement. The Trust
or the Adviser has furnished or will furnish the Sub-Adviser with copies of
the Registration Statement, Declaration of Trust, and Bylaws as currently in
effect and the Trust agrees during the continuance of this Agreement to
furnish the Sub-Adviser with copies of any amendments or supplements
thereto before or at the time the amendments or supplements become
effective. The Sub-Adviser will be entitled to rely on all documents and
other information furnished by the Trust or the Adviser or the
representatives of either.
(c) The Sub-Adviser represents that in performing
investment advisory services for the Sub-Advised Fund, the Sub-Adviser
shall use its reasonable best efforts to manage the Sub-Advised Fund's
portfolio holdings in a manner consistent with the requirements of
Subchapter M of the Internal Revenue Code of 1986 (the "Code"), or any
successor provision. The Sub-Adviser shall also make decisions for the
Sub-Advised Fund as to the manner in which voting rights, rights to consent
to corporate action and any other rights pertaining to the Sub-Advised Fund'
portfolio securities shall be exercised. Should the Board at any time make
any determination as to investment policy and notify the Sub-Adviser
thereof in writing, the Sub-Adviser, upon receipt of such notice, shall be
bound by such determination for the period, if any, specified in such written
notice or until similarly notified that such determination has been revoked.
(d) In connection with the acquisition or disposition of
securities described in Section 2.1(a)(iv), the Sub-Adviser may place orders
for the purchase or sale of portfolio investments for the account of the Sub-
Advised Fund with brokers or dealers selected by it and, to that end, the
Sub-Adviser is authorized as the agent of the Trust to give instructions to
the custodians of the Trust as to deliveries of securities and payments of
cash for the Account of the Sub-Advised Fund. In connection with the
selection of brokers or dealers and the placing of purchase and sale orders
with respect to assets of the Sub-Advised Fund, the Sub-Adviser is directed
at all times to seek to obtain best execution. Subject to this requirement and
the provisions of the Advisers Act, the 1940 Act, the 1934 Act, and other
applicable provisions of law, the Sub-Adviser may select brokers or dealers
with which it or the Trust or the Adviser is affiliated.
(e) In seeking the best execution, the Sub-Adviser may also
take into consideration research and statistical information and wire and
other quotation services provided by brokers and dealers to the Sub-Adviser.
The Sub-Adviser is authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if
the Sub-Adviser determines in good faith that such amount of commission
is reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that particular
transaction or Sub-Adviser's overall responsibilities with respect to the Sub-
Advised Fund and its other clients and that the total commissions paid by
the Sub-Advised Fund will be reasonable in relation to the benefits to the
Sub-Advised Fund over the long term. The execution of such transactions
shall not be deemed to represent an unlawful act or breach of any duty
created by this Agreement or otherwise. The Sub-Adviser will periodically
evaluate the statistical data, research and other investment services provided
to it by brokers and dealers. Such services may be used by the Sub-Adviser
in connection with the performance of its obligations under this Agreement
or in connection with other advisory or investment operations including
using such information in managing its own accounts.
In the event that any broker or dealer fails on the due date, or within such
reasonable period as the Sub-Adviser may decide, to deliver any necessary
documents or, as the case may be, to pay any amount due, the Sub-Adviser
will, on request, pursue on behalf of the Trust all appropriate legal remedies
against such broker or dealer to recover such documents or amount due or
compensation in lieu thereof. The costs and expenses properly incurred by
the Sub-Adviser in connection with the pursuit of such remedies shall be
debited to the Sub-Advised Fund, unless paid by the Adviser or Trust.
(f) Nothing in this Agreement shall preclude the
aggregation of orders for the sale or purchase of securities or other
investments by the Sub-Advised Fund or by the Trust and other separate
accounts or other accounts (collectively, "Advisory Clients") managed by
the Sub-Adviser, provided that: the Sub-Adviser's actions with respect to
the aggregation of orders for multiple Advisory Clients, including the Sub-
Advised Fund, are consistent with the applicable then-current positions in
this regard taken by the SEC or its staff through releases, "no-action" letters,
or otherwise. The Adviser and the Trust recognize that in some cases this
procedure may adversely affect the results obtained for the Sub-Advised
Fund.
2.2 The Adviser shall retain the authority to establish and modify,
from time to time, the investment strategies and approaches to be followed
by the Sub-Adviser with respect to any Sub-Advised Fund, subject, in all
respects, to the supervision and direction of the Trust's Board of Trustees
and subject to compliance with the investment objectives, policies and
restrictions applicable to such Fund as set forth in the Registration
Statement or any amendment thereto, provided, however, that the Sub-
Adviser's duty under this Agreement to act in conformity with any
document, instruction or guidelines produced by the Adviser shall not arise
until such document, instruction or guideline has been delivered to the Sub-
Adviser in writing.
2.3 The Sub-Adviser is not authorized to take or receive physical
possession of any of the assets of the Account, it being intended that sole
responsibility for safekeeping thereof (in such investments as the Sub-
Adviser may direct) and the consummation of all purchase, sales, deliveries
and investments made pursuant to the Sub-Adviser's direction shall rest
upon the custodian for the Sub-Advised Fund. The Sub-Adviser shall have
no liability with respect to the custody arrangements or the acts, conduct or
omissions of such custodian.
2.4 The Sub-Adviser shall not consult with the any other
investment sub-adviser to (i) the Sub-Advised Fund; (ii) any other Fund; or
(iii) any other registered investment company or series thereof under
common control with the Trust ("Persons"), concerning transactions for the
Persons in securities or other assets, other than for purposes of complying
with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940
Act.
The Adviser shall provide such information about the Trust and its assets as
the Sub-Adviser may from time to time reasonably request in connection
with the performance of its duties under this Agreement. The Adviser
acknowledges that the Sub-Adviser will be relying on the Adviser's
identification of any assets contributed, or liabilities allocated, from time to
time to the Account, as well as their availability for sale as applicable. The
Sub-Adviser may reasonably rely without further inquiry upon any
information furnished to it by the Adviser hereunder, and the Sub-Adviser
will not be responsible for any errors or omissions arising from any
inaccuracies in such information.
ARTICLE 3
Compensation of the Sub-Adviser
3.1(a) For the services to be rendered, the facilities to be
furnished and the payments to be made, as provided herein, the parties
hereto agree that the Adviser shall pay to the Sub-Adviser for each calendar
quarter of the Sub-Advised Fund a fee computed in accordance with the Fee
Schedule attached hereto and incorporated herein. The payment shall be
made by the Adviser to the Sub-Adviser within three business days after the
end of each calendar quarter.
(b) The Adviser shall be responsible for payment of, and
the Sub-Adviser agrees that it shall have no claim against the Trust or any
Sub-Advised Fund respecting, the Sub-Adviser's compensation under this
Agreement.
(c) During the term of this Agreement, the Sub-Adviser
will bear all expenses incurred by it in connection with its services under
this Agreement. The Sub-Adviser shall not be responsible for any expenses
incurred by the Trust, the Sub-Advised Fund or the Adviser.
3.2 For the quarter and year in which this Agreement becomes
effective or terminates there shall be a proration on the basis of the number
of days that the Agreement is in effect during the quarter and year
respectively.
3.3 If, pursuant to the Trust's Registration Statement and
Declaration of Trust then currently in effect, the net asset value is not
required to be determined on any particular business day, then for the
purpose of the foregoing computations, the net asset value of a share as last
determined shall be deemed to be the net asset value of a share as of the
close of business on that day.
3.4 In connection with purchases or sales of portfolio securities
for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any
officer, director, shareholder or other affiliate of the Sub-Adviser shall:
(i) act as agent and accept any compensation other than its compensation
provided for in this Agreement, except in the course of such person's
business as an underwriter or broker; or (ii) act as broker and accept any
commission, fee, or other remuneration in excess of the limits prescribed in
the 1940 Act and the rules promulgated thereunder.
ARTICLE 4
Limitations of Liability; Indemnification
4.1 Limitation of Liability of Sub-Adviser. The Sub-Adviser
shall not be liable for any error of judgment or mistake of law, or for any
loss suffered by the Trust, any Sub-Advised Fund or their shareholders 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 Sub-Adviser in the performance of its obligations and duties
under this Agreement; or (ii) its reckless disregard of its obligations and
duties under this Agreement. The Sub-Adviser shall not have breached its
obligations under this Agreement by, nor shall it be liable for, any action
taken in good faith and in the exercise of due care.
4.2 Limitation of Liability of Trust. The Sub-Adviser
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 Sub-Adviser
agrees that the Trust's obligations hereunder shall be limited to the assets of
the Sub-Advised Fund and, with respect to the Sub-Advised Fund, shall be
limited to the assets of such Sub-Advised Fund, and no party shall seek
satisfaction of any such obligation from any shareholder of the Trust, nor
from any trustee, officer, or employee of the Trust.
4.3 Indemnification.
(a) By the Sub-Adviser.
The Sub-Adviser shall indemnify and hold harmless the Adviser or the
Trust from any and all losses, claims, damages, or liabilities including
reasonable attorney's fees and related costs and expenses (collectively,
"Claims"), to the extent resulting, in whole or in part, from any acts, or
failure to act, of the Sub-Adviser, its affiliated companies, and their
respective managers, directors, officers, and employees (collectively the
"Sub-Adviser Parties"), that constitute willful misfeasance, bad faith, gross
negligence, or reckless disregard of the Sub-Adviser's obligations and
duties hereunder.
(b) By the Adviser.
Because the Sub-Adviser has been retained solely to provide the investment
advisory and related services described in this Agreement, the Adviser shall
indemnify and hold harmless the Sub-Adviser Parties against any and all
Claims to which any of the Sub-Adviser Parties may become subject in
connection with the matters to which this Agreement relates including,
without limitation, claims under federal or state securities laws, federal or
state tax laws, or under any other statute or regulation, at common law or
otherwise, or any claims which may be sustained as a result of the Adviser's
willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties hereunder, except to the extent that the Sub-Adviser provides an
indemnity under the previous paragraph, 4.3(a).
ARTICLE 5
Books and Records
5.1 The Sub-Adviser hereby undertakes and agrees to maintain, in
the form and for the period required, all records relating to the Sub-Advised
Fund's investments that are required to be maintained by the Trust pursuant
to the requirements of Rule 31a-1 of the 1940 Act.
5.2 In compliance with Rule 31a-3 of the 1940 Act, the Sub-
Adviser agrees that all books and records which it maintains for the Sub-
Advised Fund are the property of the Trust and further agrees to surrender
promptly to the Trust any such books, records or information upon the
Trust's request. All such books and records shall be made available, within
five business days of a written request, to the Trust's accountants or
auditors during regular business hours at the Sub-Adviser's offices. The
Trust or its authorized representative shall have the right to copy any
records in the possession of the Sub-Adviser, which pertain to the Trust.
Such books, records, information or reports shall be made available to
properly authorized government representatives consistent with state and
federal law and/or regulations. In the event of the termination of this
Agreement, upon payment of any compensation due Sub-Adviser under
Article 3 hereof, all such books, records or other information shall be
returned to the Trust upon the Trust's request.
5.3 The Sub-Adviser further agrees that it will not disclose or use
any records or information obtained pursuant to this Agreement in any
manner whatsoever except as authorized in this Agreement or as otherwise
authorized by the Trust or the Adviser and that it will keep confidential any
information obtained pursuant to this Agreement and disclose such
information only if the Trust or the Adviser has authorized such disclosure,
or if such disclosure is required by federal or state regulatory authorities.
ARTICLE 6
Duration and Termination of this Agreement
6.1 Effective Date and Term. This Agreement shall not become
effective unless and until the later of the time at which (i) it is approved by
the Trust's Board, including a majority of Trustees who are not parties to
this Agreement or interested persons of any such party to this Agreement,
(ii) it is approved by such Sub-Advised Fund's outstanding voting securities
as required by the 1940 Act (unless the Trust and the Adviser have obtained
an order from the SEC exempting the Trust from this requirement), or
(iii) the Sub-Adviser begins providing services to the Sub-Advised Fund as
described in Article 2 of this Agreement. This Agreement shall come into
full force and effect on that date. As to the Sub-Advised Fund, the
Agreement shall continue in effect for two years and shall thereafter
continue in effect from year to year so long as such continuance is
specifically approved for the Sub-Advised Fund at least annually by: (i) the
Board, or by the vote of a majority of such Sub-Advised Fund's outstanding
voting securities; and (ii) a majority of those Trustees who are not parties to
this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
6.2 Termination.
(a) This Agreement may be terminated at any time, without
penalty, by vote of the Board, by vote of the holders of a majority of the
outstanding Shares of the applicable Sub-Advised Fund, or by the Adviser
or Sub-Adviser, on sixty (60) days' written notice to the other parties.
(b) This Agreement may be terminated at any time without
the payment of any penalty by the Adviser or by vote of the Board in the
event that it shall have been established by a court of competent jurisdiction
that the Sub-Adviser or any officer or director of the Sub-Adviser has taken
any action which results in a breach of the covenants of the Sub-Adviser set
forth herein.
(c) This Agreement shall automatically terminate in the
event of its assignment.
ARTICLE 7
Amendments to this Agreement
7.1 Except as otherwise required by the 1940 Act, this Agreement
may be amended as to the Sub-Advised Fund by the parties only if such
amendment is specifically approved by: (i) the vote of a majority of such
Sub-Advised Fund's outstanding voting securities; or (ii) by the Board,
including a majority of those Trustees who are not parties to this Agreement
or interested persons of any such party cast in person at a meeting called for
the purpose of voting on such approval.
ARTICLE 8
Notices
8.1 All notices and other communications hereunder shall be in
writing (including telex or similar writing) and shall be deemed given if
delivered in person or by messenger, cable, telegram or telex or facsimile
transmission or by a reputable overnight delivery service which provides
evidence of receipt to the parties at the following addresses or telex or
facsimile transmission numbers (or such other address or number for a party
as shall be specified by like notice):
(a)
if to the Sub-Adviser, to:
Rainier Investment Management, LLC
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Facsimile transmission number: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxx
(b)
if to the Trust, to:
State Farm Variable Product Trust
Three Xxxxx Xxxx Xxxxx
Xxxxxxxxxxx Xxxxxxxx 00000
Facsimile transmission number: (000) 000-0000
Attention: Secretary
(c)
if to the Adviser, to:
State Farm Investment Management Corp.
Three Xxxxx Xxxx Xxxxx
Xxxxxxxxxxx Xxxxxxxx 00000
Facsimile transmission number: (000) 000-0000
Attention: Secretary
Each such notice or other communication shall be effective (i) if given by
telex or facsimile transmission, when such telex or facsimile is transmitted
to the number specified in this section and the appropriate answer back or
confirmation is received, and (ii) if given by any other means, when
delivered at the address specified in this section.
ARTICLE 9
Representations and Warranties
9.1 Of the Sub-Adviser. By entering into this Agreement, the
Sub-Adviser represents and warrants that:
(a) it is registered as an investment adviser under the
Advisers Act;
(b) it has full power and authority to enter into this
Agreement, and that the undersigned has full power and authority to
execute this Agreement on the Sub-Adviser's behalf;
9.2 Of the Adviser. By entering into this Agreement, the Adviser
represents and warrants that:
(a) it is a Delaware corporation;
(b) it has full power and authority to serve in its capacity as
Adviser to Trust and the Sub-Advised Fund and to enter into this
Agreement, and that the undersigned has full power and authority to
execute the Agreement on the Adviser's behalf.
(c) all securities, funds and other assets which at any time
constitute an Account are the sole property of the Trust and are free from
any charge or encumbrance;
(d) it is registered as an investment adviser under the
Advisers Act and it has obtained all necessary licenses, permits, approvals
or other registrations to act as the investment adviser of the Trust and Sub-
Advised Fund (and will promptly notify the Sub-Adviser if any such
licenses, permits, approvals or other registrations are suspended, revoked or
not renewed);
(e) it shall not transact in or remove from an Account any
securities, funds or other assets without first giving reasonable written
notice to the Sub-Adviser or terminating this Agreement; and
(f) it has received a copy of Part II of the Sub-Adviser's
Form ADV (the "ADV").
9.3 Of the Trust.
(a) it is a Delaware statutory trust;
(b) it has full power and authority to enter into this
Agreement, and that the undersigned has full power and authority to
execute the Agreement on the Trust's behalf;
(c) all securities, funds and other assets which at any time
constitute an Account are the sole property of the Trust and are free from
any charge or encumbrance;
(d) it has obtained all necessary licenses, permits, approvals
or other registrations to act as a Delaware statutory trust (and will promptly
notify the Sub-Adviser if any such licenses, permits, approvals or other
registrations are suspended, revoked or not renewed); and
(e) it shall not transact in or remove from an Account any
securities, funds or other assets without first giving reasonable written
notice to the Sub-Adviser or terminating this Agreement.
ARTICLE 10
Use of Name
The Adviser and the Trust acknowledge and agree that the names "Rainier"
"and "Rainier Investment Management, LLC," and any of the other names
of the Sub-Adviser or the Sub-Adviser's affiliates, and any derivative or
logo or trade or service xxxx thereof (collectively, the "Names and
Trademarks"), are the valuable property of the Sub-Adviser and the Sub-
Adviser's affiliates. The Adviser and the Trust shall not have the right to
use the Names and Trademarks without the prior, express, written consent
of the Sub-Adviser, which consent shall not be unreasonably withheld for
the period of time of which this Agreement is in effect; provided, however,
that such Names and Trademarks may be used in the Registration Statement
then currently in effect without such approval. Immediately, upon
termination of this Agreement, the Adviser and the Trust shall cease to use
such Names and Trademarks.
The Adviser and the Trust agree that they will review with the Sub-Adviser
any advertisement, sales literature, presentation material or other notice
prior to its use or publication that makes reference to the Names and/or
Trademarks, so that the Sub-Adviser may review the context in which the
Names and/or Trademarks are being referred to, it being agreed that the
Sub-Adviser shall have no responsibility to ensure the adequacy of the form
or content of such materials for the purposes of applicable laws or
regulations, if any. If the Adviser or the Trust makes any unauthorized use
of, or reference to, the Names or the Trademarks, the Adviser and the Trust
acknowledges that the Sub-Adviser may suffer irreparable harm for which
monetary damages may not be completely adequate, and therefore the Sub-
Adviser may also seek injunctive relief.
ARTICLE 11
Miscellaneous Provisions
11.1 Definitions of Certain Terms. The terms "assignment",
"affiliated person" and "interested person", when used in this Agreement,
shall have the respective meanings specified in the 1940 Act. The term
"majority of the Sub-Advised Fund's outstanding voting securities" means
the lesser of: (a) 67% or more of the votes attributable to such Shares of the
Sub-Advised Fund present at a meeting if the holders of more than 50% of
such votes are present or represented by proxy; or (b) more than 50% of the
votes attributable to Shares of the Sub-Advised Fund.
11.2 Applicable Law.
(a) This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws of Illinois without
regard to its conflicts of laws rules.
(b) This Agreement shall be subject to the provisions of the
1940 and the Advisers Acts, and the rules and regulations and rulings
thereunder, including such exemptions from those statutes, rules and
regulations as the SEC may grant and the terms hereof shall be interpreted
and construed in accordance therewith.
11.3 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.
11.4 "State Farm". The Sub-Adviser agrees that the name "State
Farm," which comprises a component of the Trust's name, is a property
right of the parent of the Adviser. Except as is necessary in performing its
duties under this Agreement, Sub-Adviser shall not have the right to use the
name "State Farm" or any derivative name or logo or trade or service xxxx
thereof without the express, written consent of the Adviser. The Sub-
Adviser acknowledges that the use of the name "State Farm" by the Trust is
governed by the terms of the Advisory Agreement.
11.5 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.
11.6 Counterparts. This Agreement may be executed
simultaneously in multiple counterparts, each of which taken together shall
constitute one and the same instrument.
11.7 Cooperation with Authorities. Each party hereto shall
cooperate with the other party and all appropriate governmental authorities
(including without limitation the SEC, the NASD, and state securities
regulators) 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.
11.8 Force Majeure. The Sub-Adviser shall not be liable for any
failure, delay or interruption in the performance of its obligations hereunder
if such failure, delay or interruption results from the occurrence of any acts,
events or circumstances beyond the Sub-Adviser's reasonable control, and
the Sub-Adviser shall have no responsibility of any kind for any loss or
damage thereby incurred or suffered by the Adviser. In such case, the terms
of the Agreement shall continue in full force and effect and the Sub-
Adviser's obligations shall be performed or carried out as soon as legally
and practicably possible after the cessation of such acts, events or
circumstances.
11.9 Privacy. No entity a party to this agreement shall disclose or
use nonpublic personal information (as defined in Rule 3(t) of 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.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their behalf by their duly
authorized officers all on the day and year first above written.
STATE FARM INVESTMENT
MANAGEMENT CORP.
By: /s/ Xxxxxxx X Xxxxxxx
Name: Xxxxxxx X Xxxxxxx
Title: President
STATE FARM VARIABLE
PRODUCT TRUST
By: /s/ Xxx X. Xxxx
Name: Xxx X. Xxxx
Title: President and Chairperson
of the Board
RAINIER INVESTMENT
MANAGEMENT,LLC
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: President
Schedule A
Investment Objective-
The State Farm Small/Mid Cap Equity Fund (the "Small/Mid Cap Equity
Fund") seeks long-term growth of capital.
Principal Investment Strategies
Two different sub-advisers, Bridgeway Capital Management, Inc.
("Bridgeway") and Rainier Investment Management, Inc. ("Rainier"), select
investments for the Small/Mid Cap Equity Fund. Bridgeway and Rainier
each manage about one-half of the Small/Mid Cap Equity Fund's portfolio.
State Farm Investment Management Corp. monitors the performance of the
sub-advisers and the split of the portfolio between the sub-advisers. The
principal investment strategies employed by Rainier are discussed below.
Rainier
Rainier invests its segment of the Fund primarily (at least 80%) in the
common stock of mid-capitalization companies traded in the U.S. with
prospects of strong earnings growth and attractive overall business
fundamentals, selling at reasonable valuations. Rainier considers a mid-
capitalization company as one with market capitalization, at the time of
purchase, within the range of companies included in the Xxxxxxx Midcap(r)
Index, an index that includes the smallest 800 securities in the Xxxxxxx
1000(r) Index.
The portfolio managed by Rainier will invest in a blend of stocks with both
growth and value characteristics. In selecting common stocks for purchase
by the Small/Mid Cap Equity Fund, Rainier emphasizes companies that it
believes are likely to demonstrate superior business growth relative to their
peers and whose equities are selling at attractive relative valuations.
Rainier may invest up to 20% of its segment of the Fund's assets primarily
in common stocks and depositary receipts of foreign companies.
Rainier considers the sale of specific common stock when fundamentals
deteriorate; when a stock reaches or surpasses its price target; or when
better opportunities are perceived in alternative stocks.
FEE SCHEDULE
The fees payable by the Adviser to the Sub-Adviser shall be determined
according to the following schedule and shall be based upon the average
daily net assets as determined by the Adviser. The fee shall be accrued daily
and paid quarterly to the Sub-Adviser by the Adviser.
Sub-Adviser's Allocated Portion of the Small/Mid Cap Equity Fund:
On the first $100 million
0.60% of average daily net assets
$100 million to $250 million
0.55% of average daily net assets
Over $250 million
0.50% of average daily net assets
For purposes of calculating the fees under the above schedules, other assets
managed by Sub-Adviser for other investment companies advised by the
Adviser or other companies associated with the Adviser are included in
determining the appropriate fee to be paid to the Sub-Adviser under this
Agreement.
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