SUB-ITEM 77Q1(e)(2): New Investment Sub-Advisory Contract
GE INVESTMENTS FUNDS, INC.
TOTAL RETURN FUND
SUB-ADVISORY AGREEMENT
This agreement ("Agreement") is made as of July 1, 2016, by and among SSGA
Funds Management, Inc. ("SSGA FM"), a Massachusetts corporation, GE INVESTMENTS
FUNDS, INC., a Virginia corporation ("Company"), on behalf of the TOTAL RETURN
FUND ("Fund"), a series of the Company, solely with respect to Section 14(b) of
this Agreement, and BlackRock Investment Management, LLC, a Delaware limited
liability company ("Sub-Adviser").
RECITALS
WHEREAS, SSGA FM has entered into an Investment Advisory and Administration
Agreement ("Advisory Agreement") with the Company, an open-end management
investment company registered under the Investment Company Act of 1940, as
amended ("1940 Act"), with respect to the Fund, a series of the Company;
WHEREAS, pursuant to the Advisory Agreement, SSGA FM is authorized to
delegate its investment advisory responsibilities to other investment advisers,
subject to the requirements of the 1940 Act;
WHEREAS, SSGA FM wishes to retain the Sub-Adviser to furnish certain
investment advisory services to SSGA FM and the Fund, and the Sub-Adviser is
willing to furnish those services;
WHEREAS, subject to the approval of the Fund's Board of Directors, SSGA FM
may retain additional sub-advisers to furnish similar investment advisory
services to SSGA FM and the Fund, and may at its sole discretion, allocate the
Fund's assets among the Fund's sub-advisers to be managed in accordance with
their respective sub-advisory agreements; and
WHEREAS, SSGA FM intends that this Agreement will become effective when
approved in accordance with Section 15 of the 1940 Act.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties agree as follows:
1. Appointment.
SSGA FM hereby appoints the Sub-Adviser as an investment sub-adviser to the
Fund for the period and on the terms set forth in this Agreement. The
Sub-Adviser accepts that appointment and agrees to render the services herein
set forth, for the compensation herein provided. The Sub-Adviser further
acknowledges and agrees that such appointment as an investment subadviser to
the Fund is limited to those Fund assets allocated to the Sub-Adviser by SSGA
FM, which may be changed from time to time at the sole discretion of SSGA FM
("Allocated Assets"). The Sub-Adviser shall for all purposes herein be deemed
to be an independent contractor and shall, except as expressly provided or
authorized, have no authority to act for or represent the Company, the Fund or
SSGA FM in any way or otherwise be deemed an agent of the Company, the Fund or
SSGA FM.
2. Duties as Sub-Adviser.
(a) Subject to the oversight and supervision of SSGA FM and the Board of
Directors of the Company (the "Board"), the Sub-Adviser will provide a
continuous investment program for the Fund with respect to the Sub-Adviser's
Allocated Assets, including investment research and management. The Sub-Adviser
will determine from time to time what investments will be purchased, retained
or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will
be responsible for placing purchase and sell orders for the Allocated Assets.
Upon the reasonable request of SSGA FM, the Sub-Adviser will consult with SSGA
FM from time to time regarding matters pertaining to the Fund, including market
strategy and portfolio characteristics. The Sub-Adviser will provide services
under this Agreement in accordance with the Fund's investment objective,
policies and restrictions as stated in the Registration Statement, the
Constituent Documents (as defined below), the Investment Guidelines (as defined
below), and applicable law. In this connection and in connection with the
further duties set forth in this Section 2 as provided below, the Sub-Adviser
shall provide SSGA FM and the Board with such periodic reports and
documentation as SSGA FM or the Board shall reasonably request regarding the
Sub-Adviser's management of the Fund's Allocated Assets, compliance with
applicable laws and rules and the Registration Statement (as defined below) and
all requirements hereunder. The Sub-Adviser acknowledges that copies of the
Company's current registration statement on Form N-1A and any amendments or
supplements thereto ("Registration Statement"), and the Company's Articles of
Incorporation and By-Laws, if any, ("Constituent Documents"), each as currently
in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this
Agreement in compliance with: (i) the Fund's investment objective, policies and
restrictions as set forth in the Registration Statement, (ii) the Constituent
Documents, (iii) all investment guidelines, policies, procedures or directives
of the Company or SSGA FM as previously provided to the Sub-Adviser
("Investment Guidelines"), (iv) the 1940 Act and the rules promulgated
thereunder, (v) the Investment Advisers Act of 1940, as amended ("Advisers
Act"), and the rules promulgated thereunder, and (vi) other applicable federal
and state laws and related regulations. To the extent that the Investment
Guidelines applicable to the Sub-Adviser's Allocated Assets are inconsistent
with the investment restrictions applicable to the Fund's other assets as set
forth in the Registration Statement, the Sub-Adviser shall comply with the
policies, procedures and directives as set forth in the Investment Guidelines.
SSGA FM shall promptly notify the Sub-Adviser of changes to (i), (ii) or
(iii) above and shall consult with Sub-Adviser before making any changes
relating solely to the Fund's investment objective, policies and restrictions
as set forth in the Registration Statement, as well as to the policies,
procedures and directives set forth in the Investment Guidelines. In
particular, the Sub-Adviser shall take all actions necessary with respect to
the Allocated Assets, as if they were the Fund's only assets, to ensure that
the Allocated Assets: (A) satisfy the asset diversification requirements as set
forth under subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"), and (B) comply with the diversification requirements of Section 817(h)
of the Code and regulations thereunder.
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(c) The Sub-Adviser shall take all actions which it considers necessary to
implement the investment objectives and policies of the Fund, and in
particular, to place all orders for the purchase or sale of securities or other
investments for the Fund's Allocated Assets with brokers or dealers selected by
Sub-Adviser. For that limited purpose, the Sub-Adviser is authorized as the
agent of the Company to give instructions to the Company's custodian(s) as to
deliveries of securities or other investments and payments of cash for the
account of the Fund. In connection with the selection of brokers or dealers and
the placing of purchase and sale orders with respect to investments of the
Fund, the Sub-Adviser is directed at all times to seek to obtain best execution
and price within the policy guidelines determined by the Board.
In addition to seeking the best price and execution, to the extent covered
by Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and applicable guidance of the Securities and Exchange Commission (the
"SEC"), the Sub-Adviser is also authorized to take into consideration other
relevant factors which may include, without limitation: (i) the execution
capabilities of such brokers and dealers, (ii) research, brokerage and other
services provided by brokers and dealers which the Sub-Adviser believes will
enhance its general portfolio management capabilities, (iii) the size of the
transaction, (iv) the difficulty of execution, (v) the operational facilities
of such brokers and dealers, (vi) the risk to such a broker or dealer of
positioning a block of securities, and (vii) the overall quality of brokerage
and research services provided by such brokers and dealers. The Sub-Adviser is
also authorized to effect individual securities transactions at commission
rates in excess of the minimum commission rates available, if it 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 the Sub-Adviser's
overall responsibilities with respect to the Fund. The policies with respect to
brokerage allocation, determined from time to time by the Board, are those
disclosed in the Registration Statement. 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. Whenever the Sub-Adviser
simultaneously places orders to purchase or sell the same security on behalf of
the Fund and one or more other accounts advised by the Sub-Adviser, the orders
will be allocated as to price and amount among all such accounts in a manner
believed to be equitable by the Sub-Adviser to each account and otherwise in
accordance with the Sub-Adviser's procedures approved by the Board.
(d) Only with prior written consent from SSGA FM and subject to: (i) the
requirement that the Sub-Adviser seek to obtain best execution and price within
the policy guidelines determined by the Board and set forth in the Registration
Statement, (ii) the provisions of the 1940 Act and the Advisers Act, (iii) the
provisions of the 1934 Act, and (iv) other applicable provisions of law, the
Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as
broker for the Fund in connection with the purchase or sale of securities or
other investments for the Fund. Such brokerage services are not within the
scope of the duties of the Sub-Adviser under this Agreement. Subject to the
requirements of applicable law and any procedures adopted by the Board, the
Sub-Adviser or its affiliated persons may receive brokerage commissions, fees
or other remuneration from the Fund or the Company for such services in
addition to the Sub-Adviser's fees for services under this Agreement.
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(e) The Sub-Adviser shall maintain, in the form and for the periods required
by Rule 31a-2 under the 1940 Act, all records relating to the Fund's
investments that are required to be maintained by the Company pursuant to the
requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all
books and records which it maintains for the Fund or the Company are the
property of the Company and further agrees to surrender the same to SSGA FM or
the Company upon SSGA FM's or the Company's request (provided, however, that
Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to
furnish the Board and SSGA FM with such periodic and special reports regarding
the Fund's investments and records relating to the same as the Board or SSGA FM
reasonably may request. Further, the Sub-Adviser shall permit the books and
records maintained with respect to the Fund to be inspected and audited by the
Company, SSGA FM or their respective agents at all reasonable times during
normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested, the Sub-Adviser will
provide to the Board and SSGA FM economic and investment analyses and reports,
information required in the Registration Statement and information necessary
for SSGA FM and the Board to review the Fund or discuss the management of it.
The Sub-Adviser will provide quarterly reports setting forth the Fund's
performance with respect to the Allocated Assets and the Sub-Adviser's
institutional account composite performance of comparable accounts and will
complete on a quarterly basis the checklist provided to it by SSGA FM regarding
the Fund's investments and transactions. The Sub-Adviser shall make available
to the Board and SSGA FM any economic, statistical and investment services
normally available to other sub-advised accounts of the Sub-Adviser. The
Sub-Adviser will make available its officers and employees to meet with the
Board on reasonable notice to review the Fund's investments.
(g) In accordance with procedures adopted by the Board, as amended from time
to time, the Sub-Adviser is responsible for assisting the Board in determining
the fair valuation of any illiquid portfolio securities held within the
Allocated Assets and will assist the Company's accounting services agent or
SSGA FM to obtain independent sources of market value for all other portfolio
securities.
Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or
SSGA FM is notified promptly, but in any event on the same day and prior to the
earlier of (1) the release of the Fund's net asset value or (2) 6:00pm Eastern
Time, of any and all instances in which the Sub-Adviser knows that the
available price or value of a portfolio security does not represent the fair
value of the instrument, or that there is no price or value available from any
source with respect to a particular instrument and that such instrument should
accordingly be subject to a fair valuation determination in accordance with
procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the
Sub-Adviser shall review and certify in writing that the information stated in
the Company's Registration Statement relating to the Sub-Adviser, its
management of the Fund with respect to the Allocated Assets, including
investment objectives, strategies and related risks, and its performance
history is true, correct and complete to the best of its knowledge.
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(i) The Sub-Adviser will promptly notify SSGA FM of any change of control of
the Sub-Adviser, including any change of its 25% shareholders or members, as
applicable, and any changes in the key personnel of the Sub-Adviser, including
without limitation, any change in the portfolio management personnel
responsible for the Allocated Assets of the Fund, in each case prior to or
promptly after such change; provided, that such notification is permitted by
applicable law. Notwithstanding the foregoing, the Sub-Adviser will promptly
notify SSGA FM of any existing agreement, or upon entering into any agreement,
that may result in a change of control of the Sub-Adviser, including without
limitation the retention of an agent to assist in the sale of all, or a
significant portion, of the business of the Sub-Adviser.
(j) The Sub-Adviser will calculate its institutional account composite
performance in compliance with the Global Investment Performance Standards of
the CFA Institute Centre for Financial Market Integrity and such performance
will be reviewed or verified at least annually by an independent accounting
firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the
contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies
in the best interests of the Fund as may be necessary or advisable in
connection with any matters submitted to a vote of the shareholders of an
issuer held by the Fund and shall provide SSGA FM with its proxy voting
procedures and guidelines and any amendments thereto.
3. Duties of SSGA FM.
SSGA FM shall continue to have responsibility for all other services to be
provided to the Fund pursuant to the Advisory Agreement. SSGA FM shall also
retain direct portfolio management responsibility (or will arrange for the
retention of a sub-adviser) with respect to any assets of the Fund which are
not Allocated Assets. SSGA FM will periodically provide to Sub-Adviser a list
of the affiliates of SSGA FM or the Fund to which investment restrictions apply
consistent with applicable law.
4. Expenses.
During the term of this Agreement, the Sub-Adviser will bear all expenses
incurred by it in connection with its investment sub-advisory services under
this Agreement other than brokerage commissions of the Fund.
5. Supplemental Arrangements
To the extent permitted by law, the Sub-Adviser may from time to time employ
or associate itself with such person or persons, including affiliates, as it
believes to be particularly fitted to assist it in the execution or performance
of its obligations under this Agreement (other than the brokerage services
provided in Section 2(d) herein); provided, however, that the use of such
persons does not relieve the Sub-Adviser from any obligation or duty under this
Agreement, and provided no such person serves or acts as an investment adviser
separate from the Sub-Adviser so as to require a new written contract pursuant
to the 0000 Xxx. The Sub-Adviser shall remain liable for the performance of its
obligations under this Agreement, and for the acts and omissions of its
employees or associates.
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6. Prohibited Conduct
In providing the services described in this Agreement, the Sub-Adviser will
not consult with any other investment advisory firm that provides investment
advisory services to any investment company sponsored by SSGA FM, including the
Fund, regarding transactions in portfolio securities or other portfolio
investments of the Fund. SSGA FM shall provide Sub-Adviser the list of such
investment advisory firm(s) prior to the effectiveness of this Agreement.
7. Compensation.
For the services rendered, the facilities furnished and the expenses assumed
by the Sub-Adviser, SSGA FM shall pay the Sub-Adviser no later than the
sixtieth (60th) day following the end of each calendar quarter, a fee based on
the net assets attributable to the Allocated Assets of the Fund and allocated
to each of the strategies, as provided in Schedule A to the Agreement.
8. Compliance Matters
(a) The Sub-Adviser understands and agrees that it is a "service provider"
to the Company as contemplated by Rule 38a-1 under the 1940 Act. As such, the
Sub-Adviser agrees to cooperate fully with SSGA FM and the Company and its
directors and officers, including the Company's Chief Compliance Officer
("CCO"), with respect to all compliance-related matters regarding the Allocated
Assets, including the Company's efforts to assure that each of its service
providers adopts and maintains written policies and procedures that are
reasonably designed to prevent violation of the "federal securities laws" (as
that term is defined by Rule 38a-1) by the Company, SSGA FM and Sub-Adviser. In
this regard, the Sub-Adviser shall:
(i) submit to the Board for its consideration and approval, the
Sub-Adviser's applicable compliance policies and procedures;
(ii) submit to the Board for its consideration and approval, annually
(and at such other times as the Company may reasonably request), a written
report ("Report") fully describing the results of the Sub-Adviser's review
of the adequacy of its compliance policies and procedures, including its
assessment of the effectiveness of such policies and procedures and a
description of any material amendments to such policies and procedures since
the more recent of: (A) the Board's approval of such policies and procedures
or (B) the most recent Report;
(iii) provide reports discussing the Sub-Adviser's compliance program as
reasonably requested by SSGA FM and special reports in the event of material
compliance matters;
(iv) permit SSGA FM and the Company and its directors and officers to
become familiar with the Sub-Adviser's operations and understand those
aspects of the Sub-Adviser's operations that may expose SSGA FM and the
Company to compliance risks or lead to a violation by the Company, SSGA FM
or the Sub-Adviser of the federal securities laws;
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(v) provide SSGA FM, the Company and its directors and CCO with such
certifications regarding compliance as may be reasonably requested; and
(vi) make the Sub-Adviser's personnel and compliance policies and
procedures reasonably available to such personnel as SSGA FM and the Company
and its directors and officers may designate to evaluate the effectiveness
of the Sub-Adviser's compliance controls, policies and procedures.
(b) The Sub-Adviser agrees to maintain and implement a compliance program
that complies with the requirements of Rule 206(4)-7 under the Advisers Act.
9. Representations and Warranties of Sub-Adviser.
The Sub-Adviser represents, warrants and agrees as follows:
(a) The Sub-Adviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the obligations contemplated by this Agreement;
(iii) has met, and will seek to continue to meet for so long as this Agreement
remains in effect, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory agency,
necessary to be met in order to perform the obligations contemplated by this
Agreement; (iv) has the authority to enter into and perform the obligations
contemplated by this Agreement and the execution, delivery and performance by
the Sub-Adviser of this Agreement does not contravene or constitute a default
under any agreement binding upon the Sub-Adviser; (v) will promptly notify SSGA
FM of the occurrence of any event that would disqualify it from serving as an
investment adviser of an investment company pursuant to Section 9(a) of the
1940 Act or otherwise; and (vi) is duly organized and validly existing under
the laws of the state in which it was organized with the power to own and
possess its assets and carry on its business as it is now being conducted.
(b) The Sub-Adviser has adopted a written code of ethics pursuant to Rule
204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940
Act (the "Code"), and will provide SSGA FM and the Board with a copy of that
code of ethics, together with evidence of its adoption. Within fifteen
(15) days of the end of the last calendar quarter of each year that this
Agreement is in effect, the chief compliance officer of the Sub-Adviser or his
designee shall certify to SSGA FM that the Sub-Adviser solely with respect to
the Allocated Assets (i) has complied with the requirements of Rule 204A-1
under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous
year and that there has been no violation of the Sub-Adviser's code of ethics
or, if such a violation has occurred, the details of such violation and of the
appropriate action that was taken in response to such violation and (ii) has
adopted procedures reasonably necessary to prevent Access Persons (as defined
in Rule 17j- 1) from violating the Code. On an annual basis, the Sub-Adviser
shall provide a written report to the Board and SSGA FM pursuant to Rule
17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA
FM, furnish to SSGA FM all other records relevant to the Sub-Adviser's code of
ethics as it relates to this Agreement.
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(c) The Sub-Adviser certifies that the information stated in the most
current Post Effective Amendment to the Company's Registration Statement
relating to the Sub-Adviser, its management of the Fund with respect to the
Allocated Assets and its performance history is (and will be, as to future
post-effective amendments to the Registration Statement, to the extent based on
information provided by the Sub-Adviser) true, correct and complete to the best
of its knowledge, provided that the afore mentioned have been provided to the
Sub-Adviser in advance for review and approval.
10.Representations and Warranties of SSGA FM.
SSGA FM represents, warrants and agrees that SSGA FM (i) is registered as an
investment adviser under the Advisers Act and will continue to be so registered
for so long as this Agreement remains in effect; (ii) is not prohibited by the
1940 Act or the Advisers Act from performing the services contemplated by this
Agreement; (iii) has met, and will seek to continue to meet for so long as this
Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and
perform the services contemplated by this Agreement and the execution, delivery
and performance by SSGA FM of this Agreement does not contravene or constitute
a default under any agreement binding upon SSGA FM; (v) will promptly notify
the Sub-Adviser of the occurrence of any event that would disqualify SSGA FM
from serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise; and (vi) is duly organized and
validly existing under the Laws of the Commonwealth of Massachusetts with the
power to own and possess its assets and carry on its business as it is now
being conducted.
11.Duty to Update Information.
The parties hereto shall promptly notify each other in writing regarding any
change to the foregoing representations and warranties.
12.Limitation Of Liability.
The Sub-Adviser shall not be liable to the Company or SSGA FM for any loss
suffered by the Fund, the Company or its shareholders or by SSGA FM in
connection with the matters to which this Agreement relates, except (a) a loss
resulting from willful misfeasance, bad faith or gross negligence on its part
in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement, and (b) to the extent otherwise
provided in Section 36(b) of the 1940 Act concerning loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services; provided, however, that with respect to subsection (b) above, the
Sub-Adviser shall not be liable to the Company or SSGA FM for any loss in
excess of its proportional share of any loss suffered by the Company or SSGA FM
in connection with a Section 36(b) claim. Notwithstanding the foregoing,
Sub-Adviser shall be liable for any loss suffered by the Fund, the Company or
its shareholders or by SSGA FM as a result of any negligent act or omission by
Sub-Adviser relating to or arising out of any breach by the Sub-Adviser of the
second paragraph of Section 2(g) of this Agreement.
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13.Indemnification.
(a) SSGA FM agrees to indemnify and hold the Sub-Adviser, its officers and
directors, and any person who controls the Sub-Adviser within the meaning of
Section 15 of the Securities Act of 1933, as amended ("1933 Act") harmless from
any and all direct or indirect liabilities, losses or damages (including
reasonable attorneys' fees) arising out of any claim, demand, action, suit or
proceeding arising out of:
(i) SSGA FM's breach of its duties under this Agreement; or
(ii) any bad faith, willful misfeasance, reckless disregard or gross
negligence on the part of SSGA FM or any of its directors, officers or
employees in the performance of SSGA FM's duties and obligations under this
Agreement, except to the extent such loss results from the Sub-Adviser's own
willful misfeasance, bad faith, reckless disregard or gross negligence in
the performance of Sub-Adviser's duties and obligations under this Agreement.
(b) The Company agrees to indemnify and hold the Sub-Adviser, its officers
and directors, and any person who controls the Sub-Adviser within the meaning
of Section 15 of the 1933 Act harmless from any and all direct or indirect
liabilities, losses or damages (including reasonable attorneys' fees) arising
out of any claim, demand, action, suit or proceeding arising out of any
misrepresentation of a material fact or the omission of a fact necessary to
make information not misleading in the Registration Statement, any proxy
statement, or any annual or semiannual report to investors in the Fund (other
than a misstatement or omission relating to disclosure about the Sub-Adviser
approved by the Sub-Adviser or provided to SSGA FM or the Company by the
Sub-Adviser or relating to an incorrect valuation of a Fund portfolio security
that resulted from any breach by the Sub-Adviser of the second paragraph of
Section 2(g) of this Agreement).
(c) The Sub-Adviser agrees to indemnify and hold SSGA FM, its officers and
directors, and any person who controls SSGA FM within the meaning of Section 15
of the 1933 Act, and the Company, its officers and directors and any person who
controls the Company or any Fund within the meaning of Section 15 of the 1933
Act, harmless from any and all direct or indirect liabilities, losses or
damages (including reasonable attorneys' fees) arising out of any claim,
demand, action, suit or proceeding arising out of:
(i) any misrepresentation of a material fact or the omission of a fact
necessary to make information not misleading in the Registration Statement,
any proxy statement, or any annual or semi-annual report to investors in the
Fund relating to disclosure about the Sub-Adviser approved by the
Sub-Adviser or provided to SSGA FM or the Company by the Sub-Adviser or
relating to an incorrect valuation of a Fund portfolio security that
resulted from any breach by the Sub-Adviser of the second paragraph of
Section 2(g) of this Agreement;
(ii) Sub-Adviser's breach of its duties under this Agreement; or
(iii) any bad faith, willful misfeasance, reckless disregard or gross
negligence on the part of the Sub-Adviser or any of its directors, officers
or employees in the
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performance of the Sub-Adviser's duties and obligations under this
Agreement, except to the extent such loss results from the Company's or SSGA
FM's own willful misfeasance, bad faith, reckless disregard or gross
negligence in the performance of their respective duties and obligations
under the Advisory Agreement or this Agreement.
14.Survival of Representations and Warranties.
All representations and warranties made by the Sub-Adviser and SSGA FM
pursuant to Sections 9 and 10, respectively, shall survive for the duration of
this Agreement and the parties hereto shall promptly notify each other in
writing upon becoming aware that any of the foregoing representations and
warranties are no longer true.
15.Duration and Termination.
(a) This Agreement shall become effective upon the date first above written
and will continue for an initial two-year term and will continue thereafter so
long as the continuance is specifically approved at least annually (a) by the
Board or (b) by a vote of a majority of the Fund's outstanding voting
securities, as defined in the 1940 Act, provided that in either event the
continuance is also approved by a majority of the Board who are not parties to
this Agreement or "interested persons" (as defined in the 0000 Xxx) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on the approval.
(b) This Agreement may be terminated at any time without the payment of any
penalty, by the Board, or by vote of a majority of the Fund's outstanding
voting securities, on 60 days' written notice to the Sub-Adviser. This
Agreement may also be terminated, without the payment of any penalty, by SSGA
FM: (i) upon 60 days' written notice to the Sub-Adviser; (ii) upon material
breach by the Sub-Adviser of any of the representations and warranties set
forth in Section 9 of this Agreement; or (iii) if the Sub-Adviser becomes
unable to discharge its duties and obligations under this Agreement, including
circumstances such as financial insolvency of the Sub-Adviser or other
circumstances that could adversely affect the Fund. The Sub-Adviser may
terminate this Agreement at any time, without the payment of a penalty, on 60
days' written notice to SSGA FM. This Agreement will terminate automatically in
the event of its assignment (as defined under the 1940 Act, the rules
thereunder or SEC staff interpretations thereof), including without limitation,
a change of control of the Sub-Adviser, or upon termination of the Advisory
Agreement.
16.Change of Control of the Sub-Adviser.
The Sub-Adviser will be liable to the Company and SSGA FM for all reasonable
direct and indirect costs resulting from a change of control of the
Sub-Adviser, including without limitation all costs associated with proxy
solicitations, Board meetings, revisions to prospectuses, statements of
additional information and marketing materials, and the hiring of another
sub-adviser to the Fund. The understandings and obligations set forth in this
Section 16 shall survive the termination of this Agreement and shall be binding
upon the Sub-Adviser's successor(s) and/or assign(s).
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17.Confidentiality.
During the term of this Agreement, and at all times thereafter, (i) the
Sub-Adviser shall not itself, or assist anyone else to, directly or indirectly,
disclose to any person or entity Confidential Information of SSGA FM, the
Company or the Fund, now known or subsequently learned by the Sub-Adviser and
(ii) SSGA FM and the Company shall not themselves, or assist anyone else to,
directly or indirectly, disclose to any person or entity Confidential
Information of Sub-Adviser, now known or subsequently learned by SSGA FM or the
Company. "Confidential Information" shall mean any information, whether written
or oral, and materials furnished to or obtained by a party to this Agreement,
which directly relates to the other party to this Agreement, and their
respective affiliates, clients, customers, vendors, or other third party's
research, development, trade secrets, techniques, processes, procedures, plans,
policies, business affairs, marketing activities, discoveries, hardware,
software, screens, specifications, designs, drawings, data, information related
to the Fund's portfolio holdings (which will be deemed to be Confidential
Information of the Company) and other information and materials, regardless of
its form; provided, that Confidential Information shall not include information
or materials (1) that is publicly known or becomes publicly known through no
unauthorized act; (2) that is rightfully received from a third party without
obligation of confidentiality; and (3) that is disclosed in the course of a
regulatory examination or that is required to be disclosed pursuant to a
requirement of a governmental or regulatory agency or law, so long as the
non-disclosing party provides (to the extent permitted under applicable law)
the disclosing party with prompt written notice of such requirement prior to
any such disclosure.
18.Amendment of this Agreement.
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no material amendment to the terms of this Agreement shall be
effective until approved by a vote of a majority of the Fund's outstanding
voting securities (unless permitted by applicable law, the Company receives an
SEC exemptive order or opinion of counsel, or the issue is the subject of a
position of the SEC or its staff, permitting it to modify the Agreement without
such vote).
19.Governing Law.
This Agreement shall be construed in accordance with the 1940 Act and the
laws of the State of New York, without giving effect to the conflicts of laws
principles thereof. To the extent that the applicable laws of the State of New
York conflict with the applicable provisions of the 1940 Act, the latter shall
control.
20.References to Sub-Adviser.
Upon reasonable request by the Sub-Adviser, SSGA FM will provide Sub-Adviser
with any offering, marketing or other promotional materials referring to its
relationship with Sub-Adviser.
21.Non-Exclusivity.
Nothing in this Agreement shall limit or restrict the right of Sub-Adviser
or any of its partners, officers, directors, affiliates or employees to engage
in any other business or to devote
11
his or her time and attention in part to the management or other aspects of any
business, whether of a similar or a dissimilar nature, or limit or restrict
Sub-Adviser's right to engage in any other business or to render services of
any kind to any other mutual fund, corporation, firm, individual, or
association.
22.Miscellaneous.
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. 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. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto. As used
in this Agreement, the terms "majority of the outstanding voting securities,"
"affiliated person," "interested person," "assignment," "broker," "control,"
"investment adviser," "sale," "sell" and "security" shall have the same meaning
as such terms have in the 1940 Act, subject to such exemption as may be granted
by the SEC by any rule, regulation or order. Where the effect of a requirement
of the federal securities laws reflected in any provision of this Agreement is
made less restrictive by rule, regulation or order of the SEC, whether of
special or general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order. This Agreement may be signed in
counterpart.
12
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
SSGA FUNDS MANAGEMENT, INC.
BY: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
GE INVESTMENTS FUNDS, INC., ON
BEHALF OF TOTAL RETURN FUND, A
SERIES OF GE INVESTMENTS FUNDS,
INC., SOLELY WITH RESPECT TO
SECTION 13(b) OF THIS AGREEMENT
BY: /s/ Xxxxxx X. Xx Xxxxx
------------------------------
Name: Xxxxxx X. Xx Xxxxx
Title: President and Director
BLACKROCK INVESTMENT MANAGEMENT,
LLC
BY: /s/ Xxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
SCHEDULE A
Fees Paid to the Sub-Adviser
The Sub-Adviser's fee shall be accrued daily at 1/365th of the applicable
annual rate set forth below:
REDACTED
The foregoing breakpoints and the annual rate to be paid by SSGA FM to the
Sub-Adviser shall be based on the net assets attributable to the Allocated
Assets of the Fund and allocated to each of the strategies listed in the table
above.
For the purpose of accruing compensation, the net assets of the Fund shall
be determined in the manner and on the dates set forth in the current
prospectus of the Company, and, on dates on which the net assets are not so
determined, the net asset value computation to be used shall be as determined
on the next day on which the net assets shall have been determined.
In the event of termination of this Agreement, all compensation due through
the date of termination will be calculated on a pro-rated basis through the
date of termination and paid within sixty (60) business days of the date of
termination.
