Exhibit (d)
INVESTMENT ADVISORY AGREEMENT
Agreement made as of this 1st day of January, 1985 between the Trustees of the
Elfun Tax-Exempt Income Fund (the Trustees) and General Electric Investment
Corporation, a Delaware corporation and a wholly owned subsidiary of General
Electric Company (GEIC).
WITNESSETH:
WHEREAS, GEIC has agreed to furnish the Trustees with certain services in
connection with the management and the investment of monies in the Elfun
Tax-Exempt Income Fund (Fund) portfolio, all as herein provided,
NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the
parties hereto agree as follows:
1. Appointment as Investment Adviser
The Trustees hereby appoint GEIC to act as the Investment Adviser to the Fund on
the terms set forth in this agreement. GEIC hereby accepts such appointment and
agrees to render the services herein set forth on the terms herein contained.
2. Services to be Performed
a. GEIC will recommend to the Trustees individuals to fill the positions of
Manager, Secretary and, if the Trustees so desire, Assistant Secretary and other
officers of the Fund. Upon receipt of such recommendations the Trustees will
vote upon the appointment of such individuals to the positions for which they
were recommended and will advise GEIC as to whether or not they have been so
appointed.
b. GEIC shall manage the investment and reinvestment of all the assets in the
Fund from time to time (including any income earned thereon and increments in
the value thereof). Among other things, GEIC shall be responsible for all
investment decisions regarding purchases and sales of securities and other
property, the retention of securities, and the retention of uninvested cash. In
performing the aforesaid services, GEIC shall comply with all investment
policies of the Fund in effect from time to time and such general guidance,
policies and instructions as the Trustees may additionally establish. GEIC
shall, in addition, make recommendations as and when requested by the Trustees
with respect to the adoption or modification of investment policies and the
Fund's objective. In carrying out such investment activities GEIC shall,
whenever purchases and sales would involve brokerage commissions, have as its
primary objective the selection of brokers so as to obtain the best execution at
the most favorable price; provided, however, that GEIC may in its discretion
select brokers and dealers from time to time as it may deem appropriate on the
basis of research, statistical and other services which they may furnish to it
or the Fund for the Fund's benefit. Whenever GEIC deems it to be beneficial to
the Fund, it may aggregate its purchase, sale and other activities with those
being performed by it for other customers. In such event, allocation of the
security so purchased or sold, as well as the expenses incurred in such
transactions, shall be made by GEIC in the manner it considers to be the most
equitable and consistent with its obligations to the Fund and such other
customers.
c. Upon receipt of authorization from the Trustees, GEIC will pay from the
assets of the Fund all amounts necessary to discharge obligations incurred by or
on behalf of the Fund (including distributions to, and payments in respect of
redemptions by, Unitholders), except that the following payments may be made by
GEIC from the Fund's assets without the necessity of prior instructions from the
Trustees:
(i) all income or other taxes in respect of the Fund which may be imposed by
law; and
(ii) all broker's commissions with respect to security transactions entered into
on behalf of the Fund and all taxes or governmental fees attributable to such
transactions.
d. GEIC shall take or cause to be taken all actions necessary to cause the Fund
to continuously comply with all applicable state and local laws and shall itself
comply with all such laws insofar as they pertain to GEIC's activities relating
to the Fund.
e. GEIC will prepare and distribute all reports including reports to the
Unitholders which are required by Federal and state regulatory authorities, as
well as any other reports specifically requested by the Trustees from time to
time.
f. GEIC will vote all securities beneficially owned by the Fund in accordance
with policies and procedures established by the Trustees and, to the extent
prescribed by such policies, subject to their prior approval.
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g. GEIC will maintain the records of all security transactions of the Fund and
will prepare an annual accounting for the Trustees.
h. GEIC will cooperate with the independent public accountants retained by the
Trustees in their examination of the Fund and will cooperate in any inspection
of the accounts and records by the Trustees.
i. GEIC will compute the net asset value for the Fund in accordance with the
Fund Trust Agreement.
j. GEIC will prepare such reports, including tax returns as may be requested by
the Trustees and will furnish the Trustees such additional information as is
necessary for the preparation of other reports with respect to the Fund required
by Federal, State or local governmental authorities.
k. GEIC will submit periodically to the Trustees written reports covering all
transactions of the Fund, the results of the Fund's operations, the assets and
financial condition of the Fund, and such other information as the Trustees may
reasonably request. The reports will be provided at the time specified by the
Trustees.
l. GEIC will be responsible for effecting adequate routines to collect, receive
and deposit all income of the Fund and other payments to the Fund, including
stock dividends, rights, warrants and similar items, but excluding payments
associated with subscriptions and revocations.
3. Compensation
The Trustees will, within thirty (30) days after receipt of an invoice therefor,
reimburse GEIC for reasonable costs (direct and indirect) of providing the
services specified in Paragraph 1 above; provided, however, that GEIC shall not
include among such costs any increment for profit to itself or its employees.
4. Records
GEIC shall maintain such books and records with respect to its activities
hereunder as may be required from time to time by applicable law and as the
Trustees may, in addition, reasonably request. GEIC shall make available its
books and records to the Trustees and
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their agents, counsel and accountants as and when requested by the Trustees for
purposes of audit or otherwise.
5. Liability for Investments
Subject to any contrary mandatory requirements of applicable law, GEIC shall not
be liable for any losses on investments made in good faith, provided that GEIC
shall not have been grossly negligent.
6. Communications
All communications between GEIC and the Trustees may be made orally or in
writing and GEIC may rely on any such communications if it shall believe in good
faith that the same have been given to it by a Trustee of the Fund or other
person duly authorized on their behalf.
7. Amendments
This agreement may only be modified or amended or the terms hereof waived by an
instrument in writing signed by the person or entity against whom such
amendment, modification or waiver is sought to be enforced.
8. Termination
This agreement may be terminated by either party hereto at any time by giving
sixty (60) days' prior notice thereof to the other party hereto. This agreement
may not be assigned or transferred except with the agreement of all parties
hereto and any such attempted assignment or transfer without such agreement
shall automatically act to terminate this agreement. In the event that this
agreement is terminated, GEIC will transmit to the Trustees on the termination
date all records in its possession relating to its services performed hereunder.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the
day and year first above written.
TRUSTEES OF ELFUN TAX-EXEMPT INCOME FUND
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
/s/ W. Xxxxxxx Xxxxxxxxx
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X. Xxxxxxx Fulljaares
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
GENERAL ELECTRIC INVESTMENT CORPORATION
Attest: /s/ Xxxxx X. XxXxxxxx By: /s/ Xxxx X. Xxxx
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Secretary
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