SUB-ITEM 77Q1(e)(2): New Investment Sub-Advisory Contract
GE INSTITUTIONAL FUNDS
SMALL-CAP EQUITY 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
INSTITUTIONAL FUNDS, a Delaware business trust ("Trust"), on behalf of the
SMALL-CAP EQUITY FUND ("Fund"), a series of the Trust, solely with respect to
Section 12(b) of this Agreement, and CHAMPLAIN INVESTMENT PARTNERS, LLC, a
Delaware company ("Sub-Adviser").
RECITALS
WHEREAS, SSGA FM has entered into an Investment Advisory and Administration
Agreement dated July 1, 2016 ("Advisory Agreement") with the Trust, 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 Trust;
WHEREAS, pursuant to he 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 Trustees, 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;
WHEREAS, SSGA FM intends that this Agreement will become effective when
approved in accordance with Section 15 of the 1940 Act; and
NOW, THEREFORE, in consideration of the promises 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 sub-adviser 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 Trust, the Fund or SSGA FM in any
way or otherwise be deemed an agent of the Trust, the Fund or SSGA FM.
2. Duties as Sub-Adviser.
(a) Subject to the oversight and supervision of SSGA FM and the Board of
Trustees of the Trust (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. 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 (as defined below), 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 and all requirements hereunder. The Sub-Adviser
acknowledges that copies of the Trust's current registration statement on
Form N-1A and any amendments or supplements thereto ("Registration Statement"),
and the Trust's Agreement and Declaration of Trust 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 Trust or SSGA FM as 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 total 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 Fund: (A) satisfies the asset
diversification and gross income qualification requirements as set forth under
sub-chapter M of the Internal Revenue Code of 1986, as amended (the "Code"),
and (B) complies with the diversification requirements of Section 817(h) of the
Code and regulations thereunder [as these
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apply to separate accounts through which variable life insurance contracts and
variable annuity contracts are issued].
(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
it. For that limited purpose, the Sub-Adviser is authorized as the agent of the
Trust to give instructions to the Trust'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 and set forth in the
Registration Statement.
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") or the staff thereof, 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
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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
Trust for such services in addition to the Sub-Adviser's fees for services
under this Agreement.
(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 Trust 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 Trust are the property
of the Trust and further agrees to surrender the same to SSGA FM or the Trust
upon SSGA FM's or the Trust'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 Trust, 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 private
account composite performance 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
institutional or other customers 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 Trust'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 or should have
reason to know 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 Trust's Registration Statement relating to the Sub-Adviser, its management
of the Fund with respect to the Allocated
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Assets, including investment objectives, strategies and related risks, and its
performance history is and will continue to be true, correct and complete to
the best of its knowledge.
(i) The Sub-Adviser will promptly notify SSGA FM of any change of control of
the Sub-Adviser, including any change of its general partners or 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. 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 private 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. 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.
4. Supplemental Arrangements
The Sub-Adviser may enter into arrangements with other persons affiliated
with the Sub-Adviser to better enable it to fulfill its obligations under this
Agreement for the provision of certain personnel and facilities to the
Sub-Adviser, other than the brokerage services provided in Section 2(d) herein.
5. 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.
6. 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
ninetieth (90th) day following the end of each calendar quarter, a fee based on
the net assets attributable to the aggregate Allocated
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Assets of the small-cap equity funds managed by SSGA FM and sub-advised by the
Sub-Adviser, as provided in Schedule A to the Agreement.
7. Compliance Matters
(a) The Sub-Adviser understands and agrees that it is a "service provider"
to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the
Sub-Adviser agrees to cooperate fully with SSGA FM and the Trust and its
trustees and officers, including the Trust's Chief Compliance Officer ("CCO"),
with respect to all compliance-related matters, including the Trust'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
Trust, 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 Trust may 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 periodic reports discussing the Sub-Adviser's compliance
program and special reports in the event of material compliance matters;
(iv) permit SSGA FM and the Trust and its trustees 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 Trust to
compliance risks or lead to a violation by the Trust, SSGA FM or the
Sub-Adviser of the federal securities laws;
(v) provide SSGA FM, the Trust and its trustees 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 Trust
and its trustees 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.
8. Representations and Warranties of Sub-Adviser.
The Sub-Adviser represents, warrants and agrees as follows:
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(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 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
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; (vi) has filed a notice of exemption pursuant to
Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading
Commission and the National Futures Association, or is not required to file
such exemption; and (vii) 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 president, any vice president or chief compliance
officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser
(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. Upon the written request from SSGA FM, the Sub-Adviser
shall permit SSGA FM, its employees or its agents to examine the reports made
to the Sub-Adviser pursuant to Rule 204A-1(b) under the Advisers Act and
Rule 17j-1(c)(2) under the 1940 Act and all other records relevant to the
Sub-Adviser's code of ethics.
(c) The Sub-Adviser certifies that the information stated in each of the
most current Post Effective Amendment to the Trust'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 continue to be true,
correct and complete to the best of its knowledge.
(d) The Sub-Adviser will provide SSGA FM with a minimum investment
management capacity of [treated as confidential] in the aggregate, to provide
investment advisory services on behalf of the small-cap equity mutual funds
(including the Fund) managed by SSGA FM and sub-advised by the Sub-Adviser.
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9. 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 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 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; (vi) has filed a
notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with
the Commodity Futures Trading Commission and the National Futures Association,
or is not required to file such exemption; and (vii) 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.
10. Duty to Update Information.
The parties hereto shall promptly notify each other in writing regarding any
change to the foregoing representations and warranties. Likewise, the
Sub-Adviser agrees to notify SSGA FM of any change of control of Sub-Adviser,
including any change of its general partner or 25% shareholders, as applicable,
and any changes in the key personnel of the Sub-Adviser, including in
particular portfolio management personnel responsible for the Allocated Assets
of the Fund, in each case prior to or promptly after notice of such change.
11. Limitation Of Liability.
The Sub-Adviser shall not be liable to the Trust or SSGA FM for any loss
suffered by the Fund, the Trust 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.
Notwithstanding the foregoing, the Sub-Adviser shall be liable for any loss
suffered by the Fund, the Trust 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.
12. 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
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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 trustees, 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 Trust 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 semi-annual 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 Trust 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
trustees, and any person who controls SSGA FM within the meaning of Section 15
of the 1933 Act, and the Trust, 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 Trust 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 performance of the Sub-Adviser's duties and obligations
under this Agreement, except to the extent such loss results from the
Trust'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.
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13. Survival of Representations and Warranties.
All representations and warranties made by the Sub-Adviser and SSGA FM
pursuant to Sections 8 and 9, 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.
14. 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 (i) by the
Board or (ii) 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 8 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.
15. Change of Control of the Sub-Adviser.
The Sub-Adviser will be liable to the Trust and SSGA FM for all 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. The understandings and obligations set forth in this
Section 15 shall survive the termination of this Agreement and shall be binding
upon the Sub-Adviser's successor(s) and/or assign(s).
16. Confidentiality.
During the term of this Agreement, and at all times thereafter, 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 Trust
or the Fund, now known or subsequently learned by the Sub-Adviser.
"Confidential Information" shall mean any information, whether written or oral,
and materials furnished to or obtained by the Sub-Adviser, including but not
limited to that which relates to SSGA FM, the Trust, the Fund, and their
affiliates, clients, customers, vendors,
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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 and other information and materials, regardless of its form, other than
information in the public domain.
17. 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 the Trust 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).
18. 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.
19. 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," "net assets," "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.
[Signature Page Follows]
11
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 INSTITUTIONAL FUNDS, ON BEHALF
OF SMALL-CAP EQUITY FUND, A SERIES
OF GE INSTITUTIONAL FUNDS, SOLELY
WITH RESPECT TO SECTION 12(b) OF
THIS AGREEMENT
BY: /s/ Xxxxxx X. Xx Xxxxx
------------------------------
Name: Xxxxxx X. Xx Xxxxx
Title: President and Trustee
CHAMPLAIN INVESTMENT PARTNERS, LLC
BY: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Partner, Chief Compliance
Officer & Chief Operating Officer
12
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 aggregate
Allocated Assets of all the small-cap equity strategy managed by SSGA FM and
sub-advised by the Sub-Adviser.
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 Trust, 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 ninetieth (90th) of the date of termination.
