Elfun Diversified Fund Sample Contracts

CUSTODIAN CONTRACT Between EACH OF THE PARTIES INDICATED ON APPENDIX A and STATE STREET BANK AND TRUST COMPANY
Custodian Contract • April 23rd, 1999 • Elfun Diversified Fund • Massachusetts
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 26th, 2023 • Elfun Diversified Fund • Connecticut

This INDEMNIFICATION AGREEMENT is made as of the 15th day of September, 2022 (“Agreement”) by and between each of the investment companies listed on the attached Schedule A (each referred to as the “Trust”) and each of the Trust’s Trustees (as defined below, each an “Indemnitee”).

WITNESSETH:
Investment Advisory Agreement • April 23rd, 1999 • Elfun Diversified Fund
AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 24th, 2020 • Elfun Diversified Fund • Wisconsin

THIS AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT (the “Agreement”) is made and entered into effective as of January 1, 2020 by and among each management investment company identified on Exhibit A attached hereto (each a “Company” and, collectively, the “Companies”), severally and not jointly, each Company acting for and on behalf of such series as are currently authorized and issued by the Company and may be authorized and issued by the applicable Company in the future subsequent to the date of this Agreement and listed on Exhibit A, and U.S. Bancorp Fund Services, LLC, d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBGFS”), and amends and restates that certain Transfer Agency and Call Center Services Agreement originally dated as of August 12, 2013, as amended.

DISTRIBUTION AGREEMENT FOR ELFUN DIVERSIFIED FUND
Distribution Agreement • March 1st, 2017 • Elfun Diversified Fund

This is to confirm that, in consideration of the agreements set out below, Elfun Diversified Fund (the “Fund”), a diversified open-end mutual fund, has agreed that State Street Global Markets, LLC (“SSGM”) will be, for the period of this Agreement, the distributor of units of beneficial interest of the Fund.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2004 • Elfun Diversified Fund

Agreement made as of the first day of June, 1987 and amended and restated as of the 19th day of March, 2004, by and among the trustees of Elfun Diversified Fund (the “Trustees”), a Connecticut common law trust (the “Fund” or the “Trust”), and GE Asset Management Incorporated, a Delaware corporation and wholly-owned subsidiary of General Electric Company (“GEAM”).

AMENDED AND RESTATED DISTRIBUTION AGREEMENT FOR ELFUN DIVERSIFIED FUND
Distribution Agreement • April 27th, 2018 • Elfun Diversified Fund

This is to confirm that, in consideration of the agreements set out below, Elfun Diversified Fund (the “Fund”), a diversified open-end mutual fund, has agreed that State Street Global Advisors Funds Distributors, LLC (the “Distributor”) will be, for the period of this Agreement, the distributor of units of beneficial interest of the Fund.

DISTRIBUTION AGREEMENT FOR ELFUN DIVERSIFIED FUND
Distribution Agreement • April 23rd, 1999 • Elfun Diversified Fund
SUPPLEMENTAL ADVISORY FEE WAIVER AGREEMENT with respect to investments in the GE Institutional Funds—Money Market Fund
Waiver Agreement • April 29th, 2011 • Elfun Diversified Fund • New York

This Supplemental Advisory Fee Waiver Agreement dated as of April 15, 2011 (this “Agreement”) is hereby made by and between GE Asset Management Incorporated (“GEAM”), and each of the following other parties:

ELFUN DIVERSIFIED FUND FUND AGREEMENT
Fund Agreement • March 1st, 2017 • Elfun Diversified Fund • Connecticut

WHEREAS, the Fund was established as a Connecticut common law trust to serve as a vehicle for investment exclusively by certain eligible persons that include (1) regular and senior members of the Elfun Society, (2) their immediate family members and trusts established for the exclusive benefit of these members, (3) the surviving spouse of a deceased Elfun Society member, (4) General Electric Company, its subsidiary and controlled companies, and (5) any other persons and entities approved by the trustees of the Fund (the “Trustees”) from time to time (collectively, the “Eligible Participants”), in accordance with the Fund’s operation as an “employees’ securities company,” as defined in Section 2(a)(13) of the Investment Company Act of 1940, as amended (the “Investment Company Act”); and

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 1st, 2017 • Elfun Diversified Fund • Massachusetts

This Investment Advisory and Administration Agreement (the “Agreement”) is made as of this 1st day of July, 2016, between each of Elfun Government Money Market Fund, Elfun Tax-Exempt Income Fund, Elfun Income Fund, Elfun Diversified Fund, Elfun International Equity Fund and Elfun Trusts (each, a “Fund”), severally and not jointly, and SSGA Funds Management, Inc., a Massachusetts corporation (“SSGA FM”).

STATE STREET MUTUAL FUNDS FORM OF FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • April 27th, 2022 • Elfun Diversified Fund

This Fund of Funds Investment Agreement (this “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made [between/among] [ ], on behalf of [its/their] series listed on Schedule A, severally and not jointly (each, the “Acquiring Fund”), and [ ], severally and not jointly (each, a “Trust”), each on behalf of their series listed on Schedule B, severally and not jointly (each, the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

AMENDMENT NO. 2 TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • April 29th, 2011 • Elfun Diversified Fund

This AMENDMENT NO. 2 (the “Amendment”) is made as of June 29, 2010, and shall be effective as of January 1, 2010, by and among PNC Global Investment Servicing (U.S.) Inc. (f/k/a PFPC Inc.), a Massachusetts corporation (“PNC”), and each GE Fund Product (as defined below).

SUPPLEMENTAL ADVISORY FEE WAIVER AGREEMENT with respect to investments in the GE Institutional Funds - Money Market Fund
Waiver Agreement • April 29th, 2014 • Elfun Diversified Fund • New York

This Supplemental Advisory Fee Waiver Agreement dated as of April 15, 2014 (this “Agreement”) is hereby made by and between GE Asset Management Incorporated (“GEAM”), and each of the following other parties:

ASSIGNMENT AND AMENDMENT
Assignment And • March 1st, 2017 • Elfun Diversified Fund

THIS ASSIGNMENT AND AMENDMENT, dated as of June 30, 2016, is by and among State Street Bank and Trust Company, GE Asset Management Incorporated, SSGA Funds Management, Inc., solely with respect to those mutual funds identified on Schedule A-1 hereto (each a Fund, collectively the “Funds”), State Street Global Advisors, solely with respect to those separate accounts identified on Schedule A-2 hereto (each an “Account”, collectively the “Accounts”).

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