Amendment to Investment Sub-Advisory Agreement
This Amendment (the "Amendment") to that Investment Sub-Advisory
Agreement by and among State Farm Variable Product Trust (the "Trust"),
State Farm Investment Management Corp. (the "Adviser"), and Barclays
Global Fund Advisors (the "Sub-Adviser") dated December 12, 1997 (the
"Agreement"), is effective as of July 1, 2007.
WHEREAS, the Trust, the Adviser and the Sub-Adviser desire to amend the
compensation provisions of the Agreement;
WHEREAS, the Trust has received all approvals of the Amendment
required by Article 7 of the Agreement;
NOW THEREFORE, the parties hereby agree:
1. Section 3.1 of Article 3 of the Agreement is deleted in its entirety and
replaced with the following:
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 of the
Trust's fiscal quarters on the last day of each such quarter:
(i) with respect to the S&P 500 Variable Trust Index
(also known as the Large Cap Equity Index Fund), a
fee equal to 0.05% of the S&P 500 Variable Trust
Index's average daily net assets during such quarter;
(ii) with respect to the Small Cap Variable Trust Index
(also known as the Small Cap Equity Index Fund), a
fee equal to 0.10% of the Small Cap Variable Trust
Index's average daily net assets during such quarter; and
(iii) with respect to the International Variable Trust Index
(also known as the International Equity Index Fund), a
fee equal to 0.10% of the International Variable Trust
Index's average daily net assets during such 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
Index 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 Index Funds or the Adviser.
2. This Amendment supplements the Agreement and all of the terms and
conditions of the Agreement continue to remain in full force and effect,
provided that to the extent there is a conflict between this Amendment
and the Agreement, the terms of this Amendment shall control. Except
as otherwise specified herein, all capitalized terms used in this
Amendment shall have the meaning ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to the Agreement to be executed on their behalf by their duly authorized
officers as of the date first set forth above.
STATE FARM INVESTMENT MANAGEMENT CORP.
BARCLAYS GLOBAL FUND ADVISORS
By: /s/ Xxxxxx X Xxxx, Xx.
Name: Xxxxxx X. Xxxx, Xx.
Title: President
STATE FARM VARIABLE PRODUCT TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and Treasurer
STATE FARM VARIABLE PRODUCT TRUST
