Exhibit (g)
CUSTODIAN CONTRACT
Between
EACH OF THE PARTIES INDICATED ON APPENDIX A
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
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1. Employment of Custodian and Property to be Held
By It.....................................................................1
2. Duties of the Custodian with Respect to Property
of the Fund Held by the Custodian in the United
States....................................................................2
2.1 Holding Securities..............................................2
2.2 Delivery of Securities..........................................3
2.3 Registration of Securities......................................8
2.4 Bank Accounts...................................................8
2.5 Availability of Federal Funds...................................9
2.6 Collection of Income............................................9
2.7 Payment of Fund Monies.........................................10
Z.8 Liability for Payment in Advance of
Receipt of Securities Purchased................................13
2.9 Appointment of Agents..........................................14
2.10 Deposit of Securities in Securities System.....................14
2.10A Fund Assets Held in the Custodian's
Direct Paper System............................................17
2.11 Segregated Account.............................................19
2.12 Ownership Certificates for Tax Purposes........................20
2.13 Proxies........................................................20
2.14 Communication Relating to Fund Portfolio Securities............20
2.15 Reports to Fund by Independent Public Accountants..............21
3. Duties of the Custodian with Respect to Property
of the Fund Held Outside of the United States............................22
3.1 Appointment of foreign Sub-Custodians .........................22
3.2 Assets to be Held..............................................22
3.3 Foreign Securities Depositories................................23
3.4 Segregation of Securities .....................................23
3.5 Agreements with Foreign Banking Institution;...................24
3.6 Access of Independent Accountants of the Fund..................24
3.7 Reports by Custodian...........................................25
3:8 Transactions in Foreign Custody Account........................25
3.9 Liability of Foreign Sub-Custodians............................26
3.10 Liability of Custodian.........................................27
3.11 Reimbursement for Advances.....................................28
3.12 Monitoring Responsibilities....................................28
3.13 Branches of U.S. Banks.........................................29
4. Payments for Repurchases or Redemptions and Sales
of Shares of the Fund....................................................29
5. Proper Instructions......................................................30
6. Actions Permitted Without Express Authority..............................31
7. Evidence of Authority....................................................32
8. Duties of Custodian with Respect to the Books of
Account and Calculations of Net Asset Value and Net Income...............32
9. Records..................................................................33
10. Opinion of Fund's Independent Accountant.................................34
11. Compensation of Custodian................................................34
12. Responsibility of Custodian..............................................34
13. Effective Period, Termination and Amendment..............................36
14. Successor Custodian......................................................38
15. Interpretive and Additional Provisions...................................39
16. Massachusetts Law to Apply...............................................40
17. Prior Contracts..........................................................40
18. Notices..................................................................40
19. The Parties..............................................................40
CUSTODIAN CONTRACT
This Contract between State Street Bank and Trust Company, a Massachusetts
trust company, having its principal place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx, X0000, hereinafter called the "Custodian" and each Fund
listed on Appendix A which evidences its agreement to be bound hereby by
executing a copy of this Contract (each such fund individually hereinafter
referred to as the "Fund").
WITNESSETH: That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the custodian of its assets,
including securities it desires to be held in places within the United States
("domestic securities") and securities it desires to be held outside the United
States ("foreign securities") pursuant to the provisions of the Fund Agreement.
The Fund agrees to deliver to the Custodian all securities and cash owned by it,
and all payments of income, payments of principal or capital distributions
received by it with respect to all securities owned by the Fund from time to
time, and the cash consideration received by it for such new or treasury shares
of benefitial interest ("Shares"), of the Fund as may be issued or sold from
time to time. The Custodian shall not be responsible for any property of the
Fund held or received by the Fund and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Article 5),
the Custodian shall from time to time employ one or more sub-custodians located
in the United States, but only in accordance with an applicable vote by the
Board of Directors of the Fund, and provided that the Custodian shall have no
more or less responsibility or liability to the Fund on account of any actions
or omissions of any sub-custodian so employed than any such sub-custodian has to
the Custodian. The Custodian may employ as sub-custodians for the Fund's
securities and other assets the foreign banking institutions and foreign
securities depositories designated in Schedule "A" hereto but only in accordance
with the provisions of Article 3.
2. Duties of the Custodian with Respect to Property of the Fund Held By the
Custodian in the United States
2.1 Holding Securities. The Custodian shall hold and physically segregate for
the account of the Fund all non-cash property, to be held by it in the
United States, including all domestic securities owned by the Fund, other
than (a) securities which are maintained pursuant to Section 2.10 in a
clearing agency which acts as a securities depository or in a book-entry
system authorized by the U.S. Department of the Treasury, collectively
referred to herein as "Securities System" and (b) commercial paper of an
issuer for which State Street Bank and Trust Company acts as issuing and
paying agent ("Direct Paper") which is deposited and/or maintained in the
Direct Paper System of the Custodian
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pursuant to Section 2.10A. The Custodian shall disclose the Securities
System in use at the time that this Contract is executed and shall disclose
from time to time at the Fund's request any changes thereto.
2.2 Delivery of Securities. The Custodian shall promptly release and deliver
domestic securities owned by the Fund held by the Custodian or in a
Securities System account of the Custodian or in the Custodian's Direct
Paper book-entry system account ("Direct Paper System Account") only upon
receipt of Proper Instructions, which may be continuing instructions when
deemed appropriate by the parties, and only in the following cases:
1) Upon sale of such securities for the account of the Fund and receipt
of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund;
3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.10 hereof;
4) To the depository agent in connection with tender or other similar
offers for portfolio securities of the Fund;
5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in
3
any such case, the cash or other consideration is to be delivered to
the Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of the
Fund or into the name of any nominee or nominees of the Custodian or
into the name or nominee name of any agent appointed pursuant to
Section 2.9 or into the name or nominee name of any sub-custodian
appointed pursuant to Article 1; or for exchange for a different
number of bonds, certificates or other evidence representing the same
aggregate face amount or number of units; provided that, in any such
case, the new securities are to be delivered to the Custodian;
7) Upon the sale of such securities for the account of the Fund, to the
broker or its clearing agent, against a receipt, for examination in
accordance with "street delivery" custom; provided that in any such
case, the Custodian shall have no responsibility or liability for any
loss arising from the delivery of such securities prior to receiving
payment for such securities except as may arise from the Custodian's
own negligence or willful misconduct;
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8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions
for conversion contained in such securities, or pursuant to any
deposit agreement; provided that, in any such case, the new securities
and cash, if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities
or the surrender of interim receipts or temporary securities for
definitive securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;
10) For delivery in connection with any loans of securities made by the
Fund, but only against receipt of adequate collateral as agreed upon
from time to time by the Custodian and the Fund, which may be in the
form of cash or obligations issued by the United States government,
its agencies or instrumentalities, except that in connection with any
loans for which collateral is to be credited to the
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Custodian's account in the book-entry system authorized by the U.S.
Department of the Treasury, the Custodian will not be held liable or
responsible for the delivery of securities owned by the Fund prior to
the receipt of such collateral;
11) For delivery as security in connection with any borrowings by the Fund
requiring a pledge of assets by the Fund, but only against receipt of
amounts borrowed;
12) For delivery in accordance with the provisions of any agreement among
the Fund, the Custodian and a broker-dealer registered under the
Securities Exchange Act of 1934 (the "Exchange Act") and a member of
The National Association of Securities Dealers, Inc. ("NASD"),
relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange, or of
any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund;
13) For delivery in accordance with the provisions of any agreement among
the Fund, the Custodian, and a Futures Commission Merchant registered
under the Commodity Exchange Act, relating to compliance with the
rules of the
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Commodity Futures Trading Commission and/or any Contract Market, or
any similar organization or organizations, regarding account deposits
in connection with transactions by the Fund;
14) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for the Fund, for delivery to such Transfer Agent or to the
holders of shares in connection with distributions in kind, as may be
described from time to time in the Fund's currently effective
prospectus and statement of additional information ("prospectus"), in
satisfaction of requests by holders of Shares for repurchase or
redemption; and
15) For any other proper corporate purpose, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a resolution of
the Board of Directors or of the Executive Committee signed by an
officer of the Fund and certified by the Secretary or an Assistant
Secretary, specifying the securities to be delivered, setting forth
the purpose for which such delivery is to be made, declaring such
purpose to be a proper corporate purpose, and naming the person or
persons to whom delivery of such securities shall be made.
7
2.3 Registration of Securities. Domestic securities held by the Custodian
(other than bearer securities) shall be registered in the name of the Fund
or in the name of any nominee of the Fund or of any nominee of the
Custodian which nominee shall be assigned exclusively to the Fund, unless
the Fund has authorized in writing the appointment of a nominee to be used
in common with other registered investment companies having the same
investment adviser as the Fund, or in the name or nominee name of any agent
appointed pursuant to Section 2.9 or in the name or nominee name of any
sub-custodian appointed pursuant to Article 1. All securities accepted by
the Custodian on behalf of the Fund under the terms of this Contract shall
be in "street name" or other good delivery form. If, however, the Fund
directs the Custodian to maintain securities in "street name", the
Custodian shall utilize its best efforts only to timely collect income due
the Fund on such securities and to notify the Fund on a best efforts basis
only of relevant corporate actions including, without limitation, pendency
of calls, maturities, tender or exchange offers.
2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of the Fund, subject
only to draft or order by the Custodian acting pursuant to the terms of
this Contract, and shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it
8
from or for the account of the Fund, other than cash maintained by the Fund
in a bank account established and used in accordance with Rule 17f-3 under
the Investment Company Act of 1940. Funds held by the Custodian for the
Fund may be deposited by it to its credit as Custodian in the Banking
Department of the Custodian or in such other banks or trust companies as it
may in its discretion deem necessary or desirable; provided, however, that
every such bank or trust company shall be qualified to act as a custodian
under the Investment Company Act of 1940 and that each such bank or trust
company and the funds to be deposited with each such bank or trust company
shall be approved by vote of a majority of the Board of Directors of the
Fund. Such funds shall be deposited by the Custodian in its capacity as
Custodian and shall be withdrawable by the Custodian only in that capacity.
2.5 Availability of Federal Funds. Upon mutual agreement between the Fund and
the Custodian, the Custodian shall, upon the receipt of Proper
Instructions, make federal funds available to the Fund as of specified
times agreed upon from time to time by the Fund and the Custodian in the
amount of checks received in payment for Shares of the Fund which are
deposited into the Fund's account.
2.6 Collection of Income. Subject to the provisions of Section 2.3, the
Custodian shall collect on a timely basis all income and other payments
with respect to United States registered securities held hereunder to
9
which the Fund shall be entitled either by law or pursuant to custom in the
securities business, and shall collect on a timely basis all income and
other payments with respect to United States bearer securities if, on the
date of payment by the issuer, such securities are held by the Custodian or
its agent thereof and shall credit such income, as collected, to the Fund's
custodian account. Without limiting the generality of the foregoing, the
Custodian shall detach and present for payment all coupons and other income
items requiring presentation as and when they become due and shall collect
interest when due on securities held hereunder. Income due the Fund on
United States securities loaned pursuant to the provisions of Section 2.2
(10) shall be the responsibility of the Fund. The Custodian will have no
duty or responsibility in connection therewith, other than to provide the
Fund with such information or data as may be necessary to assist the Fund
in arranging for the timely delivery to the Custodian of the income to
which the Fund is properly entitled.
2.7 Payment of Fund Monies. Upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out monies of the Fund in the following cases only:
1) Upon the purchase of domestic securities, options, futures contracts
or options on futures contracts for the account of the Fund
10
but only (a) against the delivery of such securities, or evidence of
title to such options, futures contracts or options on futures
contracts, to the Custodian (or any bank, banking firm or trust
company doing business in the United States or abroad which is
qualified under the Investment Company Act of 1940, as amended, to act
as a custodian and has been designated by the Custodian as its agent
for this purpose) registered in the name of the Fund or in the name of
a nominee of the Custodian referred to in Section 2.3 hereof or in
proper form for transfer; (b) in the case of a purchase effected
through a Securities System, in accordance with the conditions set
forth in Section 2.10 hereof; (c) in the case of a purchase involving
the Direct Paper System, in accordance with the conditions set forth
in Section 2.10A; (d) in the case of repurchase agreements entered
into between the Fund and the Custodian, or another bank, or a
broker-dealer which is a member of NASD,
(i) against delivery of the securities either in certificate form or
through an entry crediting the Custodian's account at the Federal
Reserve Bank with such securities or
11
(ii) against delivery of the receipt evidencing purchase by the Fund of
securities owned by the Custodian along with written evidence of the
agreement by the Custodian to repurchase such securities from the Fund
or (e) for transfer to a time deposit account of the Fund in any bank,
whether domestic or foreign; such transfer may be effected prior to
receipt of a confirmation from a broker and/or the applicable bank
pursuant to Proper Instructions from the Fund as defined in Article 5;
2) In connection with conversion, exchange or surrender of securities
owned by the Fund as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued by the Fund as set
forth in Article 4 hereof;
4) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of
the Fund: interest, taxes, management, accounting, transfer agent and
legal fees, and operating expenses of the Fund whether or not such
expenses are to be in whole or part capitalized or treated as deferred
expenses;
12
5) For the payment of any dividends declared pursuant to the governing
documents of the Fund;
6) For payment of the amount of dividends received in respect of
securities sold short;
7) For any other proper purpose, but only upon receipt of, in addition to
Proper Instructions, a certified copy of a resolution of the Board of
Directors or of the Executive Committee of the Fund signed by an
officer of the Fund and certified by its Secretary or an Assistant
Secretary, specifying the amount of such payment, setting forth the
purpose for which such payment is to be made, declaring such purpose
to be a proper purpose, and naming the person or persons to whom such
payment is to be made.
2.8 Liability for Payment in Advance of Receipt of Securities Purchased. Except
as specifically stated otherwise in this Contract, in any and every case
where payment for purchase of domestic securities for the account of the
Fund is made by the Custodian in advance of receipt of the securities
purchased in the absence of specific written instructions from the Fund to
so pay in advance, the Custodian shall be absolutely liable to the Fund for
such securities to the same extent as if the securities had been received
by the Custodian.
13
2.9 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act of 1940,
as amended, to act as a custodian, as its agent to carry out such of the
provisions of this Article 2 as the Custodian may from time to time direct;
provided, however, that the appointment of any agent shall not relieve the
Custodian of its responsibilities or liabilities hereunder.
2.10 Deposit of Securities in Securities Systems. The Custodian may deposit
and/or maintain domestic securities owned by the Fund in a clearing agency
registered with the Securities and Exchange Commission under Section 17A of
the Securities Exchange Act of 1934, which acts as a securities depository,
or in the book-entry system authorized by the U.S. Department of the
Treasury and certain federal agencies, collectively referred to herein as
"Securities System" in accordance with applicable Federal Reserve Board and
Securities and Exchange Commission rules and regulations, if any, and
subject to the following provisions:
1) The Custodian may keep domestic securities of the Fund in a Securities
System provided that such securities are represented in an account
("Account") of the Custodian in the Securities System which shall not
include any assets of the Custodian other than assets held as a
14
fiduciary, custodian or otherwise for customers;
2) The records of the Custodian with respect to domestic securities of
the Fund which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund;
3) The Custodian shall pay for domestic securities purchased for the
account of the Fund upon (i) receipt of advice from the Securities
System that such securities have been transferred to the Account, and
(ii) the making of an entry on the records of the Custodian to reflect
such payment and transfer for the account of the Fund. The Custodian
shall transfer domestic securities sold for the account of the Fund
upon (i) receipt of advice from the Securities System that payment for
such securities has been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to reflect such
transfer and payment for the account of the Fund. Copies of all
advices from the Securities System of transfers of domestic securities
for the account of the Fund shall identify the Fund, be maintained for
the Fund by the Custodian and be provided to the Fund
15
at its request. Upon request, the Custodian shall furnish the Fund
confirmation of each transfer to or from the account of the Fund in
the form of a written advice or notice and shall furnish to the Fund
copies of daily transaction sheets reflecting each day's transactions
in the Securities System for the account of the Fund.
4) The Custodian shall provide the Fund with any report obtained by the
Custodian on the Securities System's accounting system, internal
accounting control and procedures for safeguarding domestic securities
deposited in the Securities System;
5) The Custodian shall have received the initial or annual certificate,
as the case may be, required by Article 13 hereof;
6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for any loss or damage to the
Fund resulting from use of the Securities System by reason of any
negligence, misfeasance or misconduct of the Custodian or any of its
agents or of any of its or their employees or from failure of the
Custodian or any such agent to enforce effectively such rights as it
may have against the Securities System; at the election of the Fund,
it shall be entitled to be subrogated to the rights of the Custodian
with respect to any claim against the Securities
16
System or any other person which the Custodian may have as a
consequence of any such loss or damage if and to the extent that the
Fund has not been made whole for any such loss or damage.
2.10A Fund Assets Held in the Custodian's Direct Paper System. The Custodian may
deposit and/or maintain securities owned by the Fund in the Direct Paper
System of the Custodian subject to the following provisions:
1) No transaction relating to securities in the Direct Paper System will
be effected in the absence of Proper Instructions;
2) The Custodian may keep securities of the Fund in the Direct Paper
System only if such securities are represented in an account
("Account") of the Custodian in the Direct Paper System which shall
not include any assets of the Custodian other than assets held as a
fiduciary, custodian or otherwise for customers;
3) The records of the Custodian with respect to securities of the Fund
which are maintained in the Direct Paper System shall identify by
17
book-entry those securities belonging to the Fund;
4) The Custodian shall pay for securities purchased for the account of
the Fund upon the making of an entry on the records of the Custodian
to reflect such payment and transfer of securities to the account of
the Fund. The Custodian shall transfer securities sold for the account
of the Fund upon the making of an entry on the records of the
Custodian to reflect such transfer and receipt of payment for the
account of the Fund;
5) The Custodian shall furnish the Fund confirmation of each transfer to
or from the account of the Fund, in the form of a written advice or
notice, of Direct Paper on the next business day following such
transfer and shall furnish to the Fund copies of daily transaction
sheets reflecting each day's transaction in the Direct Paper System
for the account of the Fund;
6) The Custodian shall provide the Fund with any report on its system of
internal accounting control as the Fund may reasonably request from
time to time;
2.11 Segregated Account. The Custodian shall upon receipt of Proper Instructions
establish and maintain a segregated
18
account or accounts for and on behalf of the Fund, into which account or
accounts may be transferred cash and/or securities, including securities
maintained in an account by the Custodian pursuant to Section 2.10 hereof,
(i) in accordance with the provisions of any agreement among the Fund, the
Custodian and a broker-dealer registered under the Exchange Act and a
member of the NASD (or any futures commission merchant registered under the
Commodity Exchange Act), relating to compliance with the rules of The
Options Clearing Corporation and of any registered national securities
exchange (or the Commodity Futures Trading Commission or any registered
contract market), or of any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by
the Fund, (ii) for purposes of segregating cash or government securities in
connection with options purchased, sold or written by the Fund or commodity
futures contracts or options thereon purchased or sold by the Fund, (iii)
for the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or
releases of the Securities and Exchange Commission relating to the
maintenance of segregated accounts by registered investment companies and
(iv) for other proper purposes, but only, in the case of clause (iv), upon
receipt of, in addition to Proper Instructions, a certified copy of a
resolution of the Board of Directors
19
or of the Executive Committee signed by an officer of the Fund and
certified by the Secretary or an Assistant Secretary, setting forth the
purpose or purposes of such segregated account and declaring such purposes
to be proper trust purposes.
2.12 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and state
tax purposes in connection with receipt of income or other payments with
respect to domestic securities of the Fund held by it and in connection
with transfers of such securities.
2.13 Proxies. The Custodian shall, with respect to the domestic securities held
hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of
the Fund or a nominee of the Fund, all proxies, without indication of the
manner in which such proxies are to be voted, and shall promptly deliver to
the Fund such proxies, all proxy soliciting materials and all notices
relating to such securities.
2.14 Communications Relating to Fund Portfolio Securities. Subject to the
provisions of Section 2.3, the Custodian shall transmit promptly to the
Fund all written information (including, without limitation, pendency of
calls and maturities of domestic securities and expirations of rights in
connection therewith and notices of exercise of call and put options
written by the Fund
20
and the maturity of futures contracts purchased or sold by the Fund)
received by the Custodian from issuers of the domestic securities being
held for the Fund. With respect to tender or exchange offers, the Custodian
shall transmit promptly to the Fund all written information received by the
Custodian from issuers of the domestic securities whose tender or exchange
is sought and from the party (or his agents) making the tender or exchange
offer. If the Fund desires to take action with respect to any tender offer,
exchange offer or any other similar transaction, the Fund shall notify the
Custodian at least three business days prior to the date on which the
Custodian is to take such action or, if later than three business days
prior, the Custodian shall use its reasonable best efforts to take such
action.
2.15 Reports to Fund by Independent Public Accountants. The Custodian shall
provide the Fund, at such times as the Fund may reasonably require, with
reports by independent public accountants on the accounting system,
internal accounting control and procedures for safeguarding securities,
futures contracts and options on futures contracts, including domestic
securities deposited and/or maintained in a Securities System, relating to
the services provided by the Custodian under this Contract; such reports
shall be of sufficient scope and in sufficient detail, as may reasonably be
required by the Fund to provide reasonable assurance that any
21
material inadequacies would be disclosed by such examination, and, if there
are no such inadequacies, the reports shall so state.
3. Duties of the Custodian with Respect to Property of the Fund Held Outside
of the United States
3.1 Appointment of Foreign Sub-Custodians
The Fund hereby authorizes and instructs the Custodian to employ as
sub-custodians for the Fund's securities and other assets maintained
outside the United States the foreign banking institutions and foreign
securities depositories designated on Schedule A hereto ("foreign
sub-custodians"). Upon receipt of "Proper Instructions", as defined in
Section 5 of this Contract, together with a certified resolution of the
Fund's Board of Directors, the Custodian and the Fund may agree to amend
Schedule A hereto from time to time to designate additional foreign banking
institutions and foreign securities depositories to act as sub-custodian.
Upon receipt of Proper Instructions, the Fund may instruct the Custodian to
cease the employment of any one or more such sub-custodians for maintaining
custody of the Fund's assets.
3.2 Assets to be Held. The Custodian shall limit the securities and other
assets maintained in the custody of the foreign sub-custodians to: (a)
"foreign securities", as defined in paragraph (c)(1) of Rule l7f-5 under
the Investment Company Act of 1940, and (b) cash and cash equivalents in
such amounts as the Custodian or the Fund
22
may determine to be reasonably necessary to effect the Fund's foreign
securities transactions.
3.3 Foreign Securities Depositories. Except as may otherwise be agreed upon in
writing by the Custodian and the Fund, assets of the Fund shall be
maintained in foreign securities depositories only through arrangements
implemented by the foreign banking institutions serving as sub-custodians
pursuant to the terms hereof. Where possible, such arrangements shall
include entry into agreements containing the provisions set forth in
Section 3.5 hereof.
3.4 Segregation of Securities
The Custodian shall identify on its books as belonging to the Fund, the
foreign securities of the Fund held by each foreign sub-custodian. Each
agreement pursuant to which the Custodian employs a foreign banking
institution shall require that such institution establish a custody account
for the Custodian on behalf of the Fund and physically segregate in that
account, securities and other assets of the Fund, and, in the event that
such institution deposits the Fund's securities in a foreign securities
depository, that it shall identify on its books as belonging to the
Custodian, as agent for the Fund, the securities so deposited.
3.5 Agreements with Foreign Banking Institutions. Each agreement with a foreign
banking institution shall be substantially in the form set forth in Exhibit
1 hereto
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and shall provide that: (a) the Fund's assets will not be subject to any
right, charge, security interest, lien or claim of any kind in favor of the
foreign banking institution or its creditors or agent, except a claim of
payment for their safe custody or administration; (b) beneficial ownership
of the Fund's assets will be freely transferable without the payment of
money or value other than for custody or administration; (c) adequate
records will be maintained identifying the assets as belonging to the Fund;
(d) officers of or auditors employed by, or other representatives of the
Custodian, including to the extent permitted under applicable law the
independent public accountants for the Fund, will be given access to the
books and records of the foreign banking institution relating to its
actions under its agreement with the Custodian; and (e) assets of the Fund
held by the foreign sub-custodian will be subject only to the instructions
of the Custodian or its agents.
3.6 Access of Independent Accountants of the Fund. Upon request of the Fund,
the Custodian will use its best efforts to arrange for the independent
accountants of the Fund to be afforded access to the books and records of
any foreign banking institution employed as a foreign sub-custodian insofar
as such books and records relate to the performance of such foreign banking
institution under its agreement with the Custodian.
24
3.7 Reports by Custodian. The Custodian will supply to the Fund from time to
time, as mutually agreed upon, statements in respect of the securities and
other assets of the Fund held by foreign sub-custodians, including but not
limited to an identification of entities having possession of the Fund's
securities and other assets and advices or notifications of any transfers
of securities to or from each custodial account maintained by a foreign
banking institution for the Custodian on behalf of the Fund indicating, as
to securities acquired for the Fund, the identity of the entity having
physical possession of such securities.
3.8 Transactions in Foreign Custody Account
(a) Except as otherwise provided in paragraph (b) of this Section 3.8, the
provision of Sections 2.2 and 2.7 of this Contract shall apply, mutatis
mutandis to the foreign securities of the Fund held outside the United
States by foreign sub-custodians.
(b) Notwithstanding any provision of this Contract to the contrary,
settlement and payment for securities received for the account of the Fund
and delivery of securities maintained for the account of the Fund may be
effected in accordance with the customary established securities trading or
securities processing practices and procedures in the jurisdiction or
market in which the transaction occurs, including, without limitation,
delivering securities to the purchaser thereof or to a dealer
25
therefor (or an agent for such purchaser or dealer) against a receipt with
the expectation of receiving later payment for such securities from such
purchaser or dealer.
(c) Securities maintained in the custody of a foreign sub-custodian may be
maintained in the name of such entity's nominee to the same extent as set
forth in Section 2.3 of this Contract, and the Fund agrees to hold any such
nominee harmless from any liability as a holder of record of such
securities.
3.9 Liability of Foreign Sub-Custodians. Each agreement pursuant to which the
Custodian employs a foreign banking institution as a foreign sub-custodian
shall require the institution to exercise reasonable care in the
performance of its duties and to indemnify, and hold harmless, the
Custodian and each Fund from and against any loss, damage, cost, expense,
liability or claim arising out of or in connection with the institution's
performance of such obligations. At the election of the Fund, it shall be
entitled to be subrogated to the rights of the Custodian with respect to
any claims against a foreign banking institution as a consequence of any
such loss, damage, cost, expense, liability or claim if and to the extent
that the Fund has not been made whole for any such loss, damage, cost,
expense, liability or claim.
3.10 Liability of Custodian. The Custodian shall be liable for the acts or
omissions of a foreign banking
26
institution to the same extent as set forth with respect to sub-custodians
generally in this Contract and, regardless of whether assets are maintained
in the custody of a foreign banking institution, a foreign securities
depository or a branch of a U.S. bank as contemplated by paragraph 3.13
hereof, the Custodian shall not be liable for any loss, damage, cost,
expense, liability or claim resulting from nationalization, expropriation,
currency restrictions, or acts of war or terrorism or any loss where the
sub-custodian has otherwise exercised reasonable care. Notwithstanding the
foregoing provisions of this paragraph 3.10, in delegating custody duties
to State Street London Ltd., the Custodian shall not be relieved of any
responsibility to the Fund for any loss due to such delegation, except such
loss as may result from (a) political risk (including, but not limited to,
exchange control restrictions, confiscation, expropriation,
nationalization, insurrection, civil strife or armed hostilities) or (b)
other losses (excluding a bankruptcy or insolvency of State Street London
Ltd. not caused by political risk) due to Acts of God, nuclear incident or
other losses under circumstances where the Custodian and State Street
London Ltd. have exercised reasonable care.
3.11 Reimbursement for Advances. If the Fund requires the Custodian to advance
cash or securities for any purpose including the purchase or sale of
foreign exchange or of
27
contracts for foreign exchange, or in the event that the Custodian or its
nominee shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities in connection with the performance of
this Contract, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any
property at any time held for the account of the Fund shall be security
therefor and should the Fund fail to repay the Custodian promptly, the
Custodian shall be entitled to utilize available cash and to dispose of the
Fund assets to the extent necessary to obtain reimbursement.
3.12 Monitoring Responsibilities. The Custodian shall furnish annually to the
Fund, during the month of June, information concerning the foreign
sub-custodians employed by the Custodian. Such information shall be similar
in kind and scope to that furnished to the Fund in connection with the
initial approval of this Contract. In addition, the Custodian will promptly
inform the Fund in the event that the Custodian learns of a material
adverse change in the financial condition of a foreign sub-custodian or any
material loss of the assets of the Fund or in the case of any foreign
sub-custodian not the subject of an exemptive order from the Securities and
Exchange Commission is notified by such foreign sub-custodian that there
appears to be a substantial likelihood that its shareholders' equity will
decline
28
below $200 million (U.S. dollars or the equivalent thereof) or that its
shareholders' equity has declined below $200 million (in each case computed
in accordance with generally accepted U.S. accounting principles).
3.13 Branches of U.S. Banks
(a) Except as otherwise set forth in this Contract, the provisions hereof
shall not apply where the custody of the Fund assets are maintained in a
foreign branch of a banking institution which is a "bank" as defined by
Section 2(a)(5) of the Investment Company Act of 1940 meeting the
qualification set forth in Section 26(a) of said Act. The appointment of
any such branch as a sub-custodian shall be governed by paragraph 1 of this
Contract.
(b) Cash held for the Fund in the United Kingdom shall be maintained in an
interest bearing account established for the Fund with the Custodian's
London branch, which account shall be subject to the direction of the
Custodian, State Street London Ltd. or both.
4. Payments for Repurchases or Redemptions and Sales of Shares of the Fund
From such funds as may be available for the purpose but subject to the
limitations of the Articles of Incorporation and any applicable votes of the
Board of Directors of the Fund pursuant thereto, the Custodian shall, upon
receipt of instructions from the Transfer Agent, make funds available for
payment to holders of Shares who have delivered to the Transfer
29
Agent a request for redemption or repurchase of their Shares. In connection with
the redemption or repurchase of Shares of the Fund, the Custodian is authorized
upon receipt of instructions from the Transfer Agent to wire funds to or through
a commercial bank designated by the redeeming shareholders. In connection with
the redemption or repurchase of Shares of the Fund, the Custodian shall honor
checks drawn on the Custodian by a holder of Shares, which checks have been
furnished by the Fund to the holder of Shares, when presented to the Custodian
in accordance with such procedures and controls as are mutually agreed upon from
time to time between the Fund and the Custodian.
The Custodian shall receive from the distributor for the Fund's Shares or
from the Transfer Agent of the Fund and deposit into the Fund's account such
payments as are received for Shares of the Fund issued or sold from time to time
by the Fund. The Custodian will provide timely notification to the Fund and the
Transfer Agent of any receipt by it of payments for Shares of the Fund.
5. Proper Instructions
Proper Instructions as used herein means a writing signed or initialled by
one or more person or persons as the Board of Directors shall have from time to
time authorized. Each such writing shall set forth the specific transaction or
type of transaction involved, including a specific statement of the purpose for
which such action is requested. Oral instructions will be considered Proper
Instructions if the Custodian reasonably believes them to have been given by a
person
30
authorized to give such instructions with respect to the transaction involved.
The Fund shall cause all oral instructions to be confirmed in writing. Upon
receipt of a certificate of the Secretary or an Assistant Secretary as to the
authorization by the Board of Directors of the Fund accompanied by a detailed
description of procedures approved by the Board of Directors, Proper
Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Board of Directors
and the Custodian are satisfied that such procedures afford adequate safeguards
for the Fund's assets. For purposes of this Section, Proper Instructions shall
include instructions received by the Custodian pursuant to any three-party
agreement which requires a segregated asset account in accordance with Section
2.11.
6. Actions Permitted without Express Authority
The Custodian may in its discretion, without express authority from the
Fund:
1) make payments to others for minor expenses of handling securities or
other similar items relating to its duties under this Contract or to itself in
reimbursement for such payments, provided, that all such payments shall be
accounted for to the Fund;
2) surrender securities in temporary form for securities in definitive
form;
3) endorse for collection, in the name of the Fund, checks, drafts and
other negotiable instruments; and
31
4) in general, attend to all non-discretionary details in connection with
the sale, exchange, substitution, purchase, transfer and other dealings with the
securities and property of the Fund except as otherwise directed by the Board of
Directors of the Fund.
7. Evidence of Authority
The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the Fund. The
Custodian may receive and accept a certified copy of a vote of the Board of
Directors of the Fund as conclusive evidence (a) of the authority of any person
to act in accordance with such vote or (b) of any determination or of any action
by the Board of Directors pursuant to the Articles of Incorporation as described
in such vote, and such vote may be considered as in full force and effect until
receipt by the Custodian of written notice to the contrary.
8. Duties of Custodian with Respect to the Books of Account and Calculation of
Net Asset Value and Net Income
Unless otherwise directed in writing by the Fund, the Custodian shall keep
the books of account of the Fund and shall compute the net asset value per share
of the outstanding shares of the Fund. The Custodian shall also calculate daily
the net income of the Fund as described in the Fund's currently effective
prospectus and shall advise the Fund and the Transfer Agent daily of the total
amounts of such net income and, if instructed in writing by an officer of the
Fund to do so, shall advise the
32
Transfer Agent periodically of the division of such net income among its various
components. The calculations of the net asset value per share and the daily
income of the Fund shall be made at the time or times described from time to
time in the Fund's currently effective prospectus.
9. Records
The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet the
obligations of the Fund under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder,
applicable federal and state tax laws and any other law or administrative rules
or procedures which may be applicable to the Fund. All such records shall be the
property of the Fund and shall at all times during the regular business hours of
the Custodian be open for inspection by duly authorized officers, employees or
agents of the Fund and employees and agents of the Securities and Exchange
Commission. The Custodian shall, at the Fund's request, supply the Fund with a
tabulation of securities owned by the Fund and held by the Custodian and shall,
when requested to do so by the Fund and for such compensation as shall be agreed
upon between the Fund and the Custodian, include certificate numbers in such
tabulations.
10. Opinion of Fund's Independent Accountant
The Custodian shall take all reasonable action, as the Fund may from time
to time request, to obtain from year to year favorable opinions from the Fund's
independent accountants with
33
respect to its activities hereunder in connection with the preparation of the
Fund's Form N-1A, and Form N-SAR or other annual reports to the Securities and
Exchange Commission and with respect to any other requirements of such
Commission.
11. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation for its services
and expenses as Custodian, as agreed upon from time to time between the Fund and
the Custodian.
12. Responsibility of Custodian
So long as and to the extent that it is in the exercise of reasonable care,
the Custodian shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Contract and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably believed by it to
be genuine and to be signed by the proper party or parties, including any
futures commission merchant acting pursuant to the terms of a three-party
futures or options agreement. The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Contract, but shall be
kept indemnified by and shall be without liability to the Fund for any action
taken or omitted by it in good faith without negligence. It shall be entitled to
rely on and may act upon advice of counsel reasonably acceptable to the Fund
(who may be counsel for the Fund) on all matters, and shall be without liability
for any action reasonably taken or omitted pursuant to such advice.
Notwithstanding the foregoing, the responsibility
34
of the Custodian with respect to redemptions effected by check shall be in
accordance with a separate Agreement entered into between the Custodian and the
Fund.
The Custodian shall be liable for the acts or omissions of a foreign
banking institution appointed pursuant to the provisions of Article 3 to the
same extent as set forth in Article 1 hereof with respect to sub-custodians
located in the United States and, regardless of whether assets are maintained in
the custody of a foreign banking institution, a foreign securities depository or
a branch of a U.S. bank as contemplated by paragraph 3.11 hereof, the Custodian
shall not be liable for any loss, damage, cost, expense, liability or claim
resulting from, or caused by, the direction of or authorization by the Fund to
maintain custody or any securities or cash of the Fund in a foreign country
including, but not limited to, losses resulting from nationalization,
expropriation, currency restrictions, or acts of war or terrorism.
If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Fund being liable for the payment of money or incurring liability of some
other form, the Fund, as a prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
If the Fund requires the Custodian to advance cash or securities for any
purpose or in the event that the Custodian or
35
its nominee shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities in connection with the performance of this
Contract, except such as may arise from its or its nominee's own negligent
action, negligent failure to act or willful misconduct, any property at any time
held for the account of the Fund shall be security therefor and should the Fund
fail to repay the Custodian promptly, the Custodian shall be entitled to utilize
available cash and to dispose of the Fund assets to the extent necessary to
obtain reimbursement.
13. Effective Period, Termination and Amendment
This Contract shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
either party by an instrument in writing delivered or mailed, postage prepaid to
the other party, such termination to take effect not sooner than thirty (30)
days after the date of such delivery or mailing; provided, however that the
Custodian shall not act under Section 2.10 hereof in the absence of receipt of
an initial certificate of the Secretary or an Assistant Secretary that the Board
of Directors of the Fund has approved the initial use of a particular Securities
System and the receipt of an annual certificate of the Secretary or an Assistant
Secretary that the Board of Directors has reviewed the use by the Fund of such
Securities System, as required in each case by Rule 17f-4 under the Investment
Company Act of 1940, as amended and that the Custodian shall not act under
Section 2.10A hereof in the absence
36
of receipt of an initial certificate of the Secretary or an Assistant Secretary
that the Board of Directors has approved the initial use of the Direct Paper
System and the receipt of an annual certificate of the Secretary or an Assistant
Secretary that the Board of Directors has reviewed the use by the Fund of the
Direct Paper System; provided further, however, that the Fund shall not amend or
terminate this Contract in contravention of any applicable federal or state
regulations, or any provision of the Articles of Incorporation, and further
provided, that the Fund may at any time by action of its Board of Directors (i)
substitute another bank or trust company for the Custodian by giving notice as
described above to the Custodian, or (ii) immediately terminate this Contract in
the event of the appointment of a conservator or receiver for the Custodian by
the Comptroller of the Currency or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of competent
jurisdiction.
Upon termination of the Contract, the Fund shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements.
14. Successor Custodian
If a successor custodian shall be appointed by the Board of Directors of
the Fund, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for
transfer, all securities then held by it hereunder and shall transfer to an
37
account of the successor custodian all of the Fund's securities held in a
Securities System.
If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Board of
Directors of the Fund, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Directors shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the Investment Company Act of 1940,
doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and other
properties held by the Custodian and all instruments held by the Custodian
relative thereto and all other property held by it under this Contract and to
transfer to an account of such successor custodian all of the Fund's securities
held in any Securities System. Thereafter, such bank or trust company shall be
the successor of the Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or of
the Board of
38
Directors to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
15. Interpretive and Additional Provisions
In connection with the operation of this Contract, the Custodian and the
Fund may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract as may in their joint opinion be
consistent with the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the Fund Agreement of the Fund. No interpretive or additional provisions made as
provided in the preceding sentence shall be deemed to be an amendment of this
Contract.
16. Massachusetts Law to Apply
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of the Commonwealth of Massachusetts.
17. Prior Contracts
This Contract supersedes and terminates, as of the date hereof, all prior
contracts between the Fund and the Custodian relating to the custody of the
Fund's assets.
39
18. Notices
Written notices issued pursuant to this agreement shall be personally
delivered or mailed postage prepaid to the respective parties as follows:
To the Fund: c/o General Electric Investment Corp.
0000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Manager, Pension Accounting and
Trading Support
Telephone: 000-000-0000 Facsimile: 000-000-0000
To the Custodian: State Street Bank and Trust Company
Master Trust Division
Xxx Xxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Telephone: 000-000-0000 Facsimile: 000-000-0000
or to such other address as a party may hereafter specify in writing.
19. The Parties
All references herein to the "Fund" are to each of the Funds listed on
Appendix A individually, as if this Contract were between such individual Fund
and the Custodian. In the case of a series Fund or trust, all references to the
"Fund" are to the individual series or portfolio of such Fund or trust, or to
such Fund or trust on behalf of the individual series or portfolio, as
appropriate. With respect to any Fund listed on Appendix A which is organized as
a trust, references herein to Board of Directors and Articles of Incorporation
shall be deemed a reference to Board of Trustees and Declaration of Trust
respectively and reference to shares of capital stock shall be deemed a
reference to shares of beneficial interest.
40
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the first day of July, 1989.
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ [Illegible] By /s/ [Illegible]
------------------------------ ---------------------------------
Assistant Secretary Vice President
ATTEST (FOR EACH OF THE S&S FUNDS NAMED ON
APPENDIX A HERETO)
/s/ Xxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxxxxx
------------------------------ ---------------------------------
ATTEST (FOR EACH Of THE ELFUN FUNDS NAMED
ON APPENDIX A HERETO)
/s/ Xxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxxxxx
------------------------------ ---------------------------------
41
Appendix A
Fund Name
GE S&S Program Mutual Fund
GE S&S Long-Term Interest Fund
Elfun Diversified Fund
Elfun Global Fund
Elfun Money Market Fund
Elfun Trust
Elfun Tax Exempt Income Fund
Elfun Income Fund
ATTEST
/s/ Xxxxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
------------------------------ ---------------------------------
Assistant Secretary Vice President
42
Appendix A
Fund Name
GE S&S Program Mutual Fund
GE S&S Long-Term Interest Fund
Elfun Diversified Fund
Elfun Global Fund
Elfun Money Market Fund
Elfun Trusts
Elfun Tax Exempt Income Fund
Elfun Income Fund
GE U.S. Equity Fund
GE Global Equity Fund
GE Fixed Income Fund
GE Tax-Exempt Fund
GE Money Market Fund
GE Strategic Investment Fund
ATTEST
STATE STREET BANK AND TRUST COMPANY
/s/ Xxxxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
------------------------------ ---------------------------------
Assistant Secretary Vice President
ATTEST (FOR EACH OF THE FUNDS
HEREINABOVE DESCRIBED)
/s/ Xxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxxxxxx
------------------------------ ---------------------------------
Xxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx
December 14, 1992
43
Appendix A
This Appendix supersedes all previous Appendixes created with respect to
the Custodian Contract between State Street and GE Funds, dated July 1, 1989. It
is intended that the Custodian contract apply to each Fund set forth below.
Fund Name
GE S&S Program Mutual Fund
GE S&S Long-Term Interest Fund
Elfun Diversified Fund
Elfun Global Fund
Elfun Money Market Fund
Elfun Trusts
Elfun Tax Exempt Income Fund
Elfun Income Fund
GE U.S. Equity Fund
GE Global Equity Fund
GE Fixed Income Fund
GE Tax-Exempt Fund
GE Money Market Fund
GE Strategic Investment Fund
GE International Equity Fund
GE Short-Term Government Fund
ATTEST: STATE STREET BANK AND TRUST COMPANY
/s/ [Illegible] By:/s/ Xxxxxxx X. Xxxxxxx
------------------------------ ---------------------------------
Assistant Secretary Vice President
XXXXXXX X. XXXXXXX
VICE PRESIDENT
ATTEST (FOR EACH OF THE FUNDS
HEREINABOVE DESCRIBED)
/s/ Xxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxxxxxx
------------------------------ ---------------------------------
Xxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx
March 1, 1994
44
Appendix A
This Appendix supersedes all previous Appendices created with respect to the
Custodian Contract between State Street and the parties listed in Appendix A
thereto, dated July 1, 1989 (as thereafter amended). It is intended that the
Custodian Contract apply to each Fund set forth below.
Fund Name
GE S&S Program Mutual Fund
GE S&S Long-Term Interest Fund
Elfun Diversified Fund
Elfun Global Fund
Elfun Money Market Fund
Elfun Trusts
Elfun Tax Exempt Income Fund
Elfun Income Fund
GE Funds:
GE Premier Growth Equity Fund
GE U.S. Equity Fund
GE Global Equity Fund
GE Fixed Income Fund
GE Tax-Exempt Fund
GE Money Market Fund
GE Strategic Investment Fund
GE International Equity Fund
GE Short-Term Government Fund
GE Mid-Cap Growth Fund
GE International Fixed Income Fund
GE Value Equity Fund
GE Government Securities Fund
Variable Investment Trust:
GE U.S. Equity Portfolio
GE International Equity Portfolio
GE Strategic Investment Portfolio
GE Fixed Income Portfolio
GE Money Market Portfolio
GE LifeStyle Funds:
GE Conservative Strategy Fund
GE Moderate Strategy Fund
GE Aggressive Strategy Fund
GE Conservative Allocation Fund
GE Moderate Allocation Fund
GE Aggressive Allocation Fund
45
GE Investments Funds, Inc.:
S&P 500 Index Fund
Government Securities Fund
U.S. Equity Fund
Fixed Income Fund
Premier Growth Equity Fund
Total Return Fund
Money Market Fund
Real Estate Securities Fund
International Equity Fund
Global Income Fund
Value Equity Fund
ATTEST: STATE STREET BANK AND TRUST COMPANY
/s/ [Illegible] By:/s/ Xxxxxxx X. Xxxxxxxx 6/10/97
------------------------------ ---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
ATTEST (FOR EACH OF THE FUNDS
HEREINABOVE DESCRIBED)
/s/ [Illegible] By:/s/ Xxxxxxx X. Xxxxxxxx
------------------------------ ---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Trustee and Director
June 10, 1997
46
FEE SCHEDULE TO THE CUSTODY CONTRACTS
Reference is made to that (i) Custodian Contract dated as of July 1, 1989
between State Street Bank and Trust Company ("State Street") and General
Electric Investment Corporation ("GEIC") and GE Investment Management
Incorporated ("GEIM"), as Investment Managers for certain entities specified
therein (GEIC and GEIM are collectively referred to herein as "GEI"), (as
amended through the date hereof, the "Non-Mutual Fund Contract") and (ii)
Custodian Contract dated as of July 1, 1989 between State Street and each of the
parties indicated on appendix A attached thereto (as amended through the date
hereof, the "Mutual Fund Contract"; the Non-Mutual Fund Contract and the Mutual
Fund Contract are collectively referred to herein as the "Custody Contracts").
WHEREAS, Section 5 of the Non-Mutual Fund Contract and Section 11 of the
Mutual Fund Contract provide that compensation due State Street for providing
the services to GEI set forth in the Custody Contracts is to be agreed to by
State Street and GEI; and
WHEREAS, State Street and GEI have agreed on such compensation and wish to
set forth the terms of such compensation.
NOW, THEREFORE, in consideration of the premises and the mutual benefits to
be derived from this agreement, the parties hereby agree that the fee schedule
attached hereto as Schedule A (the "Fee Schedule") shall constitute both the fee
schedule contemplated in Section 5 of the Non-Mutual Fund
47
Contract and the agreement referred to in Section 11 of the Mutual Fund
Contract. Except as expressly provided herein, this Fee Schedule shall not, in
any way, limit any of the rights, obligations, responsibilities or duties set
forth in the Custody Contracts for any of the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
this 30 day of August, 1994.
General Electric Investment
Corporation and GE Investment
Management Incorporated
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
Executive Vice President
General Electric Investment
Corporation and GE Investment
Management Incorporated (For each of
the Entities Named on Schedule B
hereto)
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
Executive Vice President
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx, as Trustee, on
behalf of each of the S&S Funds
named on Schedule C hereto
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx, as Trustee, on
behalf of each of the Elfun Funds
named on Schedule C hereto
48
/s/ Xxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxx, as Trustee, on behalf
of each of the GE Funds named on
Schedule C hereto
State Street Bank and Trust Company
/s/ Xxxxx X. Xxxx
------------------------------------
By:
Title:
49
SCHEDULE A
BASE FEE: GEI will be charged an annual flat fee of S4.7 million for
custodial, accounting and recordkeeping services as outlined in
the Custody Contracts. This S4.7 million fee is effective as of
January 1, 1994 and shall remain in effect, subject to adjustment
specified below, until expiration of the Custody Contracts on
February 28, 1997.
The annual base fee does not include fees for services which are
agreed upon in separate arrangements. For example, fees for
value-added services (e.g., XxXxxx, Fixed Income Workstation) and
fees for services related to GEI external clients.
INCREMENTAL FEES (per year):
GEI and State Street agree to examine, on a semiannual basis
(June 30 and December 31), significant changes, if any, to GEI's
current operational or investment structure which impact State
Street and further agree to discuss amending the base fee set
forth above, to reflect such changes. Examples of such changes,
include, but are not limited to:
-a change in the size of the assets managed by GEI and (i)
custodied by State Street or (ii) for which State Street provides
investment management support services to GEI, due to
acquisition, merger, or management/custody responsibility
realignment within GEI (changes in asset size due to market
related moves are not included in this criteria);
-a change in the number of portfolios custodied by State Street
pursuant to the Custody Contracts for GEI affiliates;
-a change from monthly pricing requirements to daily pricing
requirements for any of the non-mutual funds listed on Schedule B
attached hereto, as such Schedule may be amended from time to
time;
-a change in the investment policy of any of the non-mutual funds
listed on Schedule B which has the effect of significantly
increasing the allocation of funds (i) from U.S. assets to
non-U.S. assets or (ii) with respect to non-U.S. assets, from
non-emerging markets to emerging markets;
50
SCHEDULE A (cont.)
-an increase in the number of portfolios beyond 195 (excluding
portfolios listed in Schedule C attached hereto and portfolios
covered under separate fee schedules, for example, GEI external
clients);
-the addition of any mutual fund properly listed on Schedule C;
or
-an increase in the number of classes per mutual fund listed on
Schedule C, as such Schedule may be amended, to a number greater
than four.
REIMBURSEMENT FOR STATE STREET PERSONNEL
Should GEI request that State Street provide personnel to work at
GEI's Stamford office, then State Street shall be reimbursed for
providing such personnel at a monthly rate of 1.5 times the monthly
salary of each individual supplied.
51
SCHEDULE B
Account Name
General Electric Pension Trust
General Electric Insurance Plan Trust
General Electric Medical Care Trust for Pensioners
General Electric Relief and Loan Fund
RGE Corporate Base Contribution Trust
RGE Employee Stock Plan
General Electric Company (Corporate Treasury)
General Electric Foundation
General Electric Foundation, Inc.
Electric Mutual Liability Insurance Company
Electric Insurance Company
Employers Reinsurance Corporation
GE Investment Realty Partners I, L.P.
GE Investment Realty Partners II, L.P.
GE Investment Private Placement Partners I, L.P.
GE Investment Hotel Partners, L.P.
GE Investment International Fund
GE Investment International Fund - NYC
Xxxxx Xxxxxx - Xxxxxx Xxxxxxxx Cancer Fund
52
SCHEDULE C
Fund Name
GE S&S Program Mutual Fund
GE S&S Long-Term Interest Fund
GE S&S Program Holding Period Fund
GE S&S Program Short Term Interest Fund
GE S&S Program Money Market Fund
Elfun Diversified Fund
Elfun Global Fund
Elfun Money Market Fund
Elfun Trusts
Elfun Tax Exempt Income Fund
Elfun Income Fund
GE U.S. Equity Fund
GE Global Equity Fund
GE Fixed Income Fund
GE Tax-Exempt Fund
GE Money Market Fund
GE Strategic Investment Fund
GE International Equity Fund
GE Short-Term Government Fund
General Electric Savings and Security Plan Trust
53
AMENDMENT TO THE FEE
SCHEDULE TO THE CUSTODY CONTRACTS
Reference is made to that (i) Custodian Contract dated as of July 1, 1989
between State Street Bank and Trust Company ("State Street") and General
Electric Investment Corporation ("GEIC") and GE Investment Management
Incorporated ("GEIM"), as Investment Managers for certain entities specified
therein (GEIC and GEIM are collectively referred to herein as "GEI"), (as
amended through the date hereof, the "Non-Mutual Fund Contract") and (ii)
Custodian Contract dated as of July 1, 1989 between State Street and each of the
parties indicated on appendix A attached thereto (as amended through the date
hereof, the "Mutual Fund Contract"; the Non-Mutual Fund Contract and the Mutual
Fund Contract are collectively referred to herein as the "Contracts").
WHEREAS, Section 5 of the Non-Mutual Fund Contract and Section 11 of the
Mutual Fund Contract provide that compensation due State Street for providing
the services to GEI set forth in the Custody Contracts is to be agreed to by
State Street and GEI; and
WHEREAS, State Street and GEI agreed to and set forth such compensation in
that certain Fee Schedule to the Custody Contracts dated as of August 30, 1994
(the "Fee Schedule"); and
WHEREAS, the parties hereto wish to amend the Fee Schedule.
NOW, THEREFORE, in consideration of the premises and the mutual benefits to
be derived from this Amendment, the parties hereby agree as follows:
54
1. Schedule A to the Fee Schedule is hereby deleted in its entirety and, in
lieu thereof, Schedule A attached hereto shall be inserted.
2. Schedule C to the Fee Schedule is hereby deleted in its entirety and, in
lieu thereof, Schedule C attached hereto shall be inserted.
3. Except as amended hereby, the Fee Schedule remains in all other respects
in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
1st day of January, 0000.
Xxxxx Xxxxxx Bank and Trust General Electric Investment
Company Corporation and GE Investment
Management Incorporated
/s/ Xxxxx X. Xxxx /s/ Xxxxxx X. Xxxxx
----------------------------------- ------------------------------------
By: Xxxxx X. Xxxx Xxxxxx X. Xxxxx
Title: Executive Vice President Executive Vice President
General Electric Investment
Corporation and GE Investment
Management Incorporated (For
each of the Entities Named on
Schedule B to the Fee Schedule)
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
Executive Vice President
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx, as Trustee, on
behalf of each of the S&S Funds
named on Schedule C hereto
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx, as Trustee, on
behalf of each of the Elfun Funds
named on Schedule C hereto
55
/s/ Xxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxx, as Trustee, on
behalf of each of the GE Funds
named on Schedule C hereto
/s/ Xxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxx, as Trustee, on
behalf of each of the Variable
Trust Funds named on Schedule C
hereto
56
SCHEDULE A
BASE FEE: GEI will be charged an annual flat fee of $4.9 million for
custodial, accounting and recordkeeping services as outlined in
the Custody Contracts. This $4.9 million fee is effective as of
January 1, 1995 and shall remain in effect, subject to adjustment
specified below, until expiration of the Custody Contracts on
February 28, 1997.
The annual base fee does not include fees for services which are
agreed upon in separate arrangements. For example, fees for
value-added services (e.g., XxXxxx, Fixed Income Workstation) and
fees for services related to GEI external clients.
INCREMENTAL FEES (per year):
GEI and State Street agree to examine, on a semiannual basis
(June 30 and December 31), significant changes, if any, to GEI's
current operational or investment structure which impact State
Street and further agree to discuss amending the base fee set
forth above, to reflect such changes. Examples of such changes,
include, but are not limited to:
-a change in the size of the assets managed by GEI and (i)
custodied by State Street or (ii) for which State Street provides
investment management support services to GEI due to acquisition,
merger, or management/custody responsibility realignment within
GEI (changes in asset size due to market related moves are not
included in this criteria);
-a change in the number of portfolios custodied by State Street
pursuant to the Custody Contracts for GEI affiliates;
-a change from monthly pricing requirements to daily pricing
requirements for any of the non-mutual funds listed on Schedule B
attached hereto, as such Schedule may be amended from time to
time;
-a change in the investment policy of any of the non-mutual funds
listed on Schedule B which has the effect of significantly
increasing the allocation of funds (i) from U.S. assets to
non-U.S. assets or (ii) with respect to non-U.S. assets, from
non-emerging markets to emerging markets;
57
SCHEDULE A (cont.)
-an increase in the number of portfolios beyond 195 (excluding
portfolios listed in Schedule C attached hereto and portfolios
covered under separate fee schedules, for example, GEI external
clients);
-the addition of any mutual fund properly listed on Schedule C;
or
-an increase in the number of classes per mutual fund listed on
Schedule C, as such Schedule may be amended, to a number greater
than four.
REIMBURSEMENT FOR STATE STREET PERSONNEL
Should GEI request that State Street provide personnel to work at
GEI's Stamford office, then State Street shall be reimbursed for
providing such personnel at a monthly rate of 1.5 times the
monthly salary of each individual supplied.
58
SCHEDULE C
Fund Name
GE S&S Program Mutual Fund
GE S&S Long-Term Interest Fund
GE S&S Program Holding Period Fund
GE S&S Program Short Term Interest Fund
GE S&S Program Money Market Fund
Elfun Diversified Fund
Elfun Global Fund
Elfun Money Market Fund
Elfun Trusts
Elfun Tax Exempt Income Fund
Elfun Income Fund
GE U.S. Equity Fund
GE Global Equity Fund
GE Fixed Income Fund
GE Tax-Exempt Fund
GE Money Market Fund
GE Strategic Investment Fund
GE International Equity Fund
GE Short-Term Government Fund
General Electric Savings and Security Plan Trust
Variable Investment Trust U.S. Equity
Variable Investment Trust International Equity
Variable Investment Trust Fixed Income
Variable Investment Trust Money Market
59
SECOND AMENDMENT TO THE FEE
SCHEDULE TO THE CUSTODY CONTRACTS
Reference is made to that (i) Custodian Contract dated as of July 1, 1989
between State Street Bank and Trust Company ("State Street") and General
Electric Investment Corporation ("GEIC") and GE Investment Management
Incorporated ("GEIM"), as Investment Managers for certain entities specified
therein (GEIC and GEIM are collectively referred to herein as "GEI"), (as
amended through the date hereof, the "Non-Mutual Fund Contract") and (ii)
Custodian Contract dated as of July 1, 1989 between State Street and each of the
parties indicated on appendix A attached thereto (as amended through the date
hereof, the "Mutual Fund Contract"; the Non-Mutual Fund Contract and the Mutual
Fund Contract are collectively referred to herein as the "Custody Contracts").
Capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to them in the Non-Mutual Fund Contract.
WHEREAS, Section 5 of the Non-Mutual Fund Contract and Section 11 of the
Mutual Fund Contract provide that compensation due State Street for providing
the services to GEI set forth in the Custody Contracts is to be agreed to by
State Street and GEI; and
WHEREAS, State Street and GEI agreed to and set forth such compensation in
that certain Fee Schedule to the Custody Contracts dated as of August 30, 1994,
as amended by that certain Amendment to the Fee Schedule to the Custody
Contracts dated as of January 1, 1995 (the "Fee Schedule"); and
WHEREAS, the parties hereto wish to further amend the Fee Schedule.
NOW, THEREFORE, in consideration of the premises and the mutual benefits to
be derived from this Amendment, the parties hereby agree as follows:
1. Schedule A, Schedule B and Schedule C to the Fee Schedule are hereby
deleted in their entirety and, in lieu thereof, Schedule A, Schedule B and
Schedule C attached hereto shall be inserted.
2. Except as amended hereby, the Fee Schedule remains in all other respects
in full force and effect.
60
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
this 30th day of September, 0000.
Xxxxx Xxxxxx Bank and Trust General Electric Investment
Company Corporation and GE Investment
Management Incorporated
/s/ Xxxxx X. Xxxx /s/ Xxxxxx X. Xxxxx
--------------------------------- ------------------------------------
By: Xxxxx X. Xxxx Xxxxxx X. Xxxxx
Title: Executive Vice Executive Vice President
President
General Electric Investment
Corporation and GE Investment
Management Incorporated (For each
of the Entities designated as
"Custody" on Schedule B hereto)
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
Executive Vice President
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx, as Trustee, on
behalf of each of the S&S Funds
named on Schedule C hereto
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx, as Trustee, on
behalf of each of the Elfun Funds
named on Schedule C hereto
/s/ Xxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxx, as Trustee, on
behalf of each of the GE Funds
named on Schedule C hereto
/s/ Xxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxx, as Trustee, on
behalf of the Variable Investment
Trust Portfolios named on Schedule
C hereto
61
SCHEDULE A
BASE FEE: GEI (inclusive of any Affiliate, as defined below) will be
charged an annual flat fee of $5.4 million for custodial,
accounting and recordkeeping services as outlined in the Custody
Contracts. This $5.4 million fee is effective as of January 1,
1996 and shall remain in effect, subject to adjustment as
specified below, until expiration of the Custody Contracts on
February 28, 1997.
The Base Fee does not include fees for services which are agreed
upon in separate arrangements. For example, fees for value-added
services (e.g., XxXxxx, Fixed Income Workstation) and fees for
services related to GEI external clients, such as reports.
INCREMENTAL FEES (per year):
From and after the effective date of this Amendment, a separate
and individual fee schedule shall be negotiated for any new party
to the Non Mutual Fund Contract unless that party is an Affiliate
(as defined below).
"Affiliate" shall mean (i) any corporation or other entity which
is a member of a controlled group of which General Electric
Company (the "Company") is a member as determined under Section
414(b) or (c) of the Internal Revenue Code of 1986, as amended
(the "Code"), or (ii) any corporation or other entity which is at
least 50 percent controlled, directly or indirectly, by the
Company (including, but not limited to, a partnership if the
general partner is an entity described in this subsection (ii)),
or (iii) any employee benefit trust or partnership, the assets of
which exclusively benefit, directly or indirectly, employees of
an organization described in (i) or (ii) herein above, and which
corporation or other entity has adopted the Non-Mutual Fund
Contract in accordance with the provisions thereof.
GEI and State Street agree to examine, on a semiannual basis
(June 30 and December 31), significant changes, if any, to GEI's
current operational or investment structure which impact State
Street and further agree to discuss amending the base fee set
forth above, to reflect such changes. Examples of such changes,
include, but are not limited to:
62
-a change in the size of the assets managed by GEI and (i)
custodied by State Street or (ii) for which State Street provides
reports to GEI, due to acquisition, merger, or management/custody
responsibility realignment within GEI (changes in asset size due
to market related moves are not included in this criteria);
-a change from monthly pricing requirements to daily pricing
requirements for any of the non-mutual funds listed on Schedule B
attached hereto, as such Schedule may be amended from time to
time;
-a change in the investment policy of any of the non-mutual funds
listed on Schedule B which has the effect of significantly
increasing the allocation of funds (i) from U.S. assets to
non-U.S. assets or (ii) with respect to non-U.S assets, from
non-emerging markets to emerging markets;
-an increase in the number of portfolios beyond 195 (excluding
portfolios listed in Schedule C attached hereto and portfolios
covered under separate fee schedules);
-the addition of any mutual fund properly listed on Schedule C;
or
-an increase in the number of classes per mutual fund listed on
Schedule C, as such Schedule may be amended, to a number greater
than four.
REIMBURSEMENT FOR STATE STREET PERSONNEL
Should GEI request that State Street provide personnel to work at
GEI's Stamford office, then State Street shall be reimbursed for
providing such personnel at a monthly rate of 1.5 times the
monthly salary of each individual supplied.
63
SCHEDULE B
------------------------------------------------------------------------------------------------------------------------
Fee Non
Organization Schedule Custody Custody
------------------------------------------------------------------------------------------------------------------------
G.E. Fund Base X
------------------------------------------------------------------------------------------------------------------------
GE Savings and Security Plan Trust Base X
------------------------------------------------------------------------------------------------------------------------
General Relief and Loan Fund Base X
------------------------------------------------------------------------------------------------------------------------
General Electric Medical Care Trust For Pensioners Base X
------------------------------------------------------------------------------------------------------------------------
General Electric Insurance Plan Trust Base X
------------------------------------------------------------------------------------------------------------------------
Electric Insurance Company Base X
------------------------------------------------------------------------------------------------------------------------
Viking Insurance Company Base X
------------------------------------------------------------------------------------------------------------------------
Xxxxx Corporation Base X
------------------------------------------------------------------------------------------------------------------------
General Electric Pension Trust Base X
------------------------------------------------------------------------------------------------------------------------
General Electric Company (Corporate Treasury) Base X
------------------------------------------------------------------------------------------------------------------------
GE Investments Private Placement Partners I, L.P. Base X
------------------------------------------------------------------------------------------------------------------------
GE Investments Private Placement Partners II, L.P. Base X
------------------------------------------------------------------------------------------------------------------------
GE Investments Realty Partners I, L.P. Base X
------------------------------------------------------------------------------------------------------------------------
GE Investments Realty Partners II, L.P. Base X
------------------------------------------------------------------------------------------------------------------------
GE Investments Realty Partners III, L.P. Base X
------------------------------------------------------------------------------------------------------------------------
GE Investments Hotel Partners, L.P. Base X
------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx - Xxxxxx Xxxxxxxx Cancer Foundation Base X
------------------------------------------------------------------------------------------------------------------------
Bossidy Educational Trust Base X
------------------------------------------------------------------------------------------------------------------------
GE Investments International Fund Separate X
------------------------------------------------------------------------------------------------------------------------
GE Investments International Fund - NYC Separate X
------------------------------------------------------------------------------------------------------------------------
GE Investments Group Trust Separate X
------------------------------------------------------------------------------------------------------------------------
Securities-Lending Collateral-Savings and Security Trust Base X
------------------------------------------------------------------------------------------------------------------------
Securities-Lending Collateral-Medical Care Trust Base X
------------------------------------------------------------------------------------------------------------------------
Securities Lending Collateral-Insurance Plan Trust Base X
------------------------------------------------------------------------------------------------------------------------
Securities-Lending Collateral-G.E. Pension Trust Base X
------------------------------------------------------------------------------------------------------------------------
GE Mortgage Insurance Corporation Base X
------------------------------------------------------------------------------------------------------------------------
Employers Reinsurance Corporation Base X
------------------------------------------------------------------------------------------------------------------------
ELM Insurance Company Base X
------------------------------------------------------------------------------------------------------------------------
Financial Guaranty Insurance Company Base X
------------------------------------------------------------------------------------------------------------------------
Puritan Excess and Surplus Lines Insurance Corporation Base X
------------------------------------------------------------------------------------------------------------------------
Viking Insurance Co. Ltd Base X
------------------------------------------------------------------------------------------------------------------------
Fiduciary Investment Group Base X
------------------------------------------------------------------------------------------------------------------------
64
------------------------------------------------------------------------------------------------------------------------
Renaissance Reinsurance Separate X
------------------------------------------------------------------------------------------------------------------------
State of Wisconsin Separate X
------------------------------------------------------------------------------------------------------------------------
Chrysler Corporation Separate X
------------------------------------------------------------------------------------------------------------------------
Battelle Corporation Separate X
------------------------------------------------------------------------------------------------------------------------
Commonwealth Edison Corporation Separate X
------------------------------------------------------------------------------------------------------------------------
State of Minnesota Separate X
------------------------------------------------------------------------------------------------------------------------
Xxxxxx, Xxxxxxx Group Inc. Retirement Plan for Salaried and Commissioned Base X
Employees Trust
------------------------------------------------------------------------------------------------------------------------
College of Arts and Teachers Separate X
------------------------------------------------------------------------------------------------------------------------
Alberta Treasury Separate X
------------------------------------------------------------------------------------------------------------------------
New Japan Securities Separate X
------------------------------------------------------------------------------------------------------------------------
65
SCHEDULE C
Fund Name
GE S&S Program Mutual Fund
GE S&S Long-Term Interest Fund
GE S&S Program Holding Period Fund
GE S&S Program Short Term Interest Fund
GE S&S Program Money Market Fund
Elfun Diversified Fund
Elfun Global Fund
Elfun Money Market Fund
Elfun Trusts
Elfun Tax Exempt Income Fund
Elfun Income Fund
GE U.S. Equity Fund
GE Global Equity Fund
GE Fixed Income Fund
GE Tax-Exempt Fund
GE Money Market Fund
GE Strategic Investment Fund
GE International Equity Fund
GE Short-Term
Government Fund
General Electric Savings and Security Plan Trust
GE International Equity Portfolio
GE U.S. Equity Portfolio
GE Fixed Income Portfolio
GE Money Market Portfolio
66
THIRD AMENDMENT TO THE FEE
SCHEDULE TO THE CUSTODY CONTRACTS
Reference is made to that (i) Custodian Contract dated as of July 1, 1989
between State Street Bank and Trust Company ("State Street") and General
Electric Investment Corporation ("GEIC") and GE Investment Management
Incorporated ("GEIM"), as Investment Managers for certain entities specified
therein (GEIC and GEIM are collectively referred to herein as "GEI"), (as
amended through the date hereof, the "Non-Mutual Fund Contract") and (ii)
Custodian Contract dated as of July 1, 1989 between State Street and each of the
parties indicated on appendix A attached thereto (as amended through the date
hereof, the "Mutual Fund Contract"; the Non-Mutual Fund Contract and the Mutual
Fund Contract are collectively referred to herein as the "Custody Contracts").
Capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to them in the Non-Mutual Fund Contract.
WHEREAS, Section 5 of the Non-Mutual Fund Contract and Section 11 of the
Mutual Fund Contract provide that compensation due State Street for providing
the services to GEI set forth in the Custody Contracts is to be agreed to by
State Street and GEI; and
WHEREAS, State Street and GEI agreed to and set forth such compensation in
that certain Fee Schedule to the Custody Contracts dated as of August 30, 1994,
as amended by that certain Amendment to the Fee Schedule to the Custody
Contracts dated as of January 1, 1995, as further amended by the Second
Amendment dated as of September 30, 1996 (the "Fee Schedule"); and
WHEREAS, the parties hereto wish to further amend the Fee Schedule.
NOW, THEREFORE, in consideration of the premises and the mutual benefits to
be derived from this Amendment, the parties hereby agree as follows:
1. Schedule A, Schedule B and Schedule C to the Fee Schedule are hereby
deleted in their entirety and, in lieu thereof, Schedule A, Schedule B and
Schedule C attached hereto shall be inserted.
2. Except as amended hereby, the Fee Schedule remains in all other respects
in full force and effect.
67
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
this _____ day of March, 1997.
State Street Bank and Trust General Electric Investment
Company Corporation and GE Investment
Management Incorporated
/s/ [Illegible] /s/ Xxxxxx X. Xxxxx
-------------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
General Electric Investment
Corporation and GE Investment
Management Incorporated (For each
of the Entities designated as
"Custody" on Schedule B hereto)
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
Executive Vice President
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx, as Trustee, on
behalf of each of the S&S Funds
named on Schedule C hereto
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx, as Trustee, on
behalf of each of the Elfun Funds
named on Schedule C hereto
/s/ Xxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxx, as Trustee, on
behalf of each of the GE Funds
named on Schedule C hereto
/s/ Xxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxx, as Trustee, on
behalf of the Variable Investment
Trust Portfolios named on Schedule
C hereto
68
SCHEDULE A
I. Annual Base Fee
GEI will be charged an annual flat fee of $7.36 million (pro-rated for any
partial year) for custodial, portfolio accounting, performance measurement,
investment manager reporting, security pricing, specific systems support
and any other services outlined in the Custody Contracts, all as currently
being provided on the effective date of this Amendment. This fee is
effective as of March 1, 1997 and shall remain in effect, subject to
adjustments as specified below, if any, until February 28, 2001.
The base fee does not include:
o services related to entities which are not Affiliates or
o additional services (e.g. Fund Administration, transfer agency).
Fees for these services are covered under separate agreements.
From and after the effective date of this Amendment, a separate and
individual fee schedule shall be negotiated for any new party to the
Non-Mutual Fund Contract unless that party is an Affiliate (as defined
below).
"Affiliate" shall mean (i) any corporation or other entity which is a
member of a controlled group of which General Electric Company (the
"Company") is a member as determined under Section 414(b) or (c) of the
Internal Revenue Code of 1986, as amended (the "Code"), or (ii) any
corporation or other entity which is at least 50 percent controlled,
directly or indirectly, by the Company (including but not limited to a
partnership if the general partner is an entity described in this
subsection (ii)), or (iii) any employee benefit trust or partnership, the
assets of which exclusively benefit, directly or indirectly, employees of
an organization described in (i) or (ii) herein above, and which
corporation or other entity has adopted the Non-Mutual Fund Contract in
accordance with the provisions thereof
2. Adjustments to Annual Base Fee
A. The base fee will be adjusted on an annual basis, if necessary, every
January 1, to reflect changes in the factors set forth below. If there
are significant changes to such factors prior to the normal annual
review, GEI and State Street agree to adjust the base fee prior to
January 1.
1. If any entity listed on Schedule B and identified with respect to
the Fee Schedule as "Base Plus" increases the assets and number
of portfolios managed by GEI, the base fee will be adjusted by
69
an amount calculated by using the fee schedule for entities which
are not Affiliates. (If the contributions go into existing
portfolios, the base fee will not change.) If an entity whose
assets are not custodied at State Street (a) moves assets to
State Street for custody or (b) gives assets to GEI to manage,
and in each case such entity will be identified on Schedule B as
"Base Plus", then the base fee will be adjusted by an amount
calculated by using the fee schedule for entities which are not
Affiliates.
2. If the number of portfolios increases beyond 130 (excluding
portfolios listed in Schedule C attached hereto, portfolios
covered under separate fee schedules and portfolios of "Base
Plus" entities), the base fee will be increased by $10,000 per
portfolio above 130. If the number of portfolios decreases below
90, the base fee will be decreased by $10,000 per portfolio below
90.
3. If a new mutual fund is added and listed in Schedule C, the base
fee will be increased by an amount to be discussed by GEI and
State Street. If an existing mutual fund is closed and removed
from Schedule C, the base fee will decrease by an amount to be
discussed by GEI and State Street. GEI and State Street shall
review any change under this paragraph 3 quarterly.
4. The base fee includes payment for global custody services
(currently 3 basis points on assets in developed markets and 18
basis points on assets in non-developed markets). The amount of
such payment has been based on the allocation of investment
assets by region as of February 28, 1997 and State Street's costs
of providing regional custody services. The base fee will be
adjusted to reflect a material (a) change in the size of the
global assets custodied by State Street on behalf of GEI, (b)
reallocation by GEI of investment assets currently custodied by
State Street from developed to non-developed countries or vice
versa; or (c) change in State Street's cost of providing global
custody services. The current categorization of countries into
developed and non-developed groups is outlined in Attachment I.
GEI and State Street shall review any change under this paragraph
4 semiannually. (Notwithstanding the foregoing, out-of-pocket
expenses for stamp duty and registration are not included in the
base fee and will be passed on to GEI.)
70
5. The base fee includes $1 million in costs related to systems
development, production, support and maintenance for State Street
systems that must be maintained or developed to support specific
GEI investment trading operations beyond normal State Street
systems maintenance. The base fee shall be adjusted annually to
reflect actual costs which materially differ from $1 million.
6. The base fee assumes State Street receives $2.1 million in
revenue per year due to GEI using State Street for FX Trading,
repo trading, and DDA balances. If the 2 year rolling average of
this revenue is less than $1.9 million per year, the base fee
will be increased by the amount the average revenue is less than
$1.9 million. If the average revenue is greater than $2.3
million, the base fee will be reduced by the amount the average
revenue exceeds $2.3 million. The first analysis of this revenue
will be done 2 years from the effective date of this agreement
and annually thereafter. In addition, should GEI use State Street
for securities lending or investment management services, the
base fee will be adjusted to reflect the revenue State Street
receives from these services. The amount of the adjustment will
be dependent upon the actual services used and volumes generated.
B. On January 1, 1998 and each January 1 thereafter, the base fee will be
adjusted to reflect:
1. Changes in the factors set forth in Section A.1, A.2 and A.3 (but
only for the first additional mutual fund) above; provided that
the base fee will only be increased by the difference which
results when $200,000 is subtracted from the aggregate increase
under such Sections; and
2. changes in the factors set forth in Section A.3 (not including
the first additional mutual fund), A.4, A.5 and A.6 above.
C. Should GEI request that State Street provide personnel to work at
GEI's Stamford office, then State Street shall be reimbursed for
providing such personnel at a monthly rate of 1.5 times the monthly
salary of each individual supplied.
III. Procedure
GEI and State Street agree to discuss from time to time any revision to the
base fee for material changes in the factors set forth in Section A or due
to other unforeseen
71
circumstances which effect the cost of State Street's services hereunder.
Following such discussions (which shall include the annual revision to the
base fee as contemplated in Section B), State Street shall forward to GEI
by overnight delivery the revised base fee. Such revised fee shall take
effect as of the date sent by State Street unless GEI objects to such
revised fee within ten business days.
72
ATTACHMENT I
Developed Markets Non-developed Markets
----------------- ---------------------
Australia Argentina
Austria Bangladesh
Belgium Bolivia
Canada Botswana
Denmark Brazil
Finland Chile
France China
Germany Columbia
Hong Kong Cyprus
Indonesia Czechoslovakia
Ireland Ecuador
Italy Egypt
Japan Ghana
Luxembourg Greece
Malaysia Hungary
Mexico India
Namibia Israel
Netherlands Ivory Cost
New Zealand Jamaica
Norway Jordan
Singapore Kenya
South Africa Korea
Spain Lebanon
Sweden Mauritius
Switzerland Morocco
Thailand Pakistan
United Kingdom Peru
Philippines
Poland
Portugal
Russia
Slovak Republic
Sri Lanka
Swaziland
Note: This schedule is subject Taiwan
to periodic review based upon Trinidad & Tobago
classification of markets and Tunisia
addition of new markets. Turkey
Uruguay
Venezuela
Zambia
Zimbabwe
73
SCHEDULE B
----------------------------------------------------------------------------------------------------------------------
Fee Non
Organization Schedule Custody Custody
----------------------------------------------------------------------------------------------------------------------
G.E. Fund Base X
----------------------------------------------------------------------------------------------------------------------
GE Savings and Security Plan Trust Base X
----------------------------------------------------------------------------------------------------------------------
General Relief and Loan Fund Base X
----------------------------------------------------------------------------------------------------------------------
General Electric Medical Care Trust For Pensioners Base X
----------------------------------------------------------------------------------------------------------------------
General Electric Insurance Plan Trust Base X
----------------------------------------------------------------------------------------------------------------------
Electric Insurance Company Base Plus X
----------------------------------------------------------------------------------------------------------------------
Viking Insurance Company Base Plus X
----------------------------------------------------------------------------------------------------------------------
General Electric Pension Trust Base X
----------------------------------------------------------------------------------------------------------------------
General Electric Company (Corporate Treasury) Base X
----------------------------------------------------------------------------------------------------------------------
GE Investments Private Placement Partners I, L.P. Base X
----------------------------------------------------------------------------------------------------------------------
GE Investments Private Placement Partners II, L.P. Base X
----------------------------------------------------------------------------------------------------------------------
GE Investments Realty Partners I, L.P. Base X
----------------------------------------------------------------------------------------------------------------------
GE Investments Realty Partners II, L.P. Base X
----------------------------------------------------------------------------------------------------------------------
GE Investments Realty Partners III, L.P. Base X
----------------------------------------------------------------------------------------------------------------------
GE Investments Hotel Partners, L.P. Base X
----------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx - Xxxxxx Xxxxxxxx Cancer Foundation Base X
----------------------------------------------------------------------------------------------------------------------
Bossidy Educational Trust Base X
----------------------------------------------------------------------------------------------------------------------
GE Investments International Fund Separate X
----------------------------------------------------------------------------------------------------------------------
GE Investments International Fund - NYC Separate X
----------------------------------------------------------------------------------------------------------------------
GE Investments Group Trust Separate X
----------------------------------------------------------------------------------------------------------------------
Securities-Lending Collateral-Savings and Security Trust Base X
----------------------------------------------------------------------------------------------------------------------
Securities Lending Collateral-Insurance Plan Trust Base X
----------------------------------------------------------------------------------------------------------------------
Securities-Lending Collateral-G.E. Pension Trust Base X
----------------------------------------------------------------------------------------------------------------------
GE Mortgage Insurance Corporation Base Plus X
----------------------------------------------------------------------------------------------------------------------
Employers Reinsurance Corporation Base Plus X
----------------------------------------------------------------------------------------------------------------------
ELM Insurance Company Base Plus X
----------------------------------------------------------------------------------------------------------------------
Financial Guaranty Insurance Company Base Plus X
----------------------------------------------------------------------------------------------------------------------
Puritan Excess and Surplus Lines Insurance Corporation Base Plus X
----------------------------------------------------------------------------------------------------------------------
Viking Insurance Co. Ltd Base Plus X
----------------------------------------------------------------------------------------------------------------------
Consolidated Financial Insurance Base Plus
----------------------------------------------------------------------------------------------------------------------
74
----------------------------------------------------------------------------------------------------------------------
Adirondack Communications LP I Base X
----------------------------------------------------------------------------------------------------------------------
Adirondack Communications XX XX Base X
----------------------------------------------------------------------------------------------------------------------
Latin Investors LP Base X
----------------------------------------------------------------------------------------------------------------------
GEIPPI Insurance Base X
----------------------------------------------------------------------------------------------------------------------
Renaissance Reinsurance Separate X
----------------------------------------------------------------------------------------------------------------------
Chrysler Corporation Separate X
----------------------------------------------------------------------------------------------------------------------
Battelle Corporation Separate X
----------------------------------------------------------------------------------------------------------------------
State of Minnesota Separate X
----------------------------------------------------------------------------------------------------------------------
Xxxxxx, Peabody Group Inc. Retirement Plan for Base Plus X
Salaried and Commissioned Employees Trust
----------------------------------------------------------------------------------------------------------------------
College of Applied Arts and Technology Separate X
----------------------------------------------------------------------------------------------------------------------
Alberta Treasury Separate X
----------------------------------------------------------------------------------------------------------------------
New Japan Securities Separate X
----------------------------------------------------------------------------------------------------------------------
Xxxxx & Xxxxxxxxxx Separate X
----------------------------------------------------------------------------------------------------------------------
Western Reserve Life Separate X
----------------------------------------------------------------------------------------------------------------------
Red Cross Separate X
----------------------------------------------------------------------------------------------------------------------
75
SCHEDULE C
Fund Name
GE S&S Program Mutual Fund
GE S&S Long-Term Interest Fund
GE S&S Program Holding Period Fund
GE S&S Program Short Term Interest Fund
GE S&S Program Money Market Fund
Elfun Diversified Fund
Elfun Global Fund
Elfun Money Market Fund
Elfun Trusts
Elfun Tax Exempt Income Fund
Elfun Income Fund
GE U.S. Equity Fund
GE Global Equity Fund
GE Fixed Income Fund
GE Tax-Exempt Fund GE Money Market Fund
GE Strategic Investment Fund
GE International Equity Fund GE Short-Term Government Fund
GE Premier Growth Fund
General Electric Savings and Security Plan Trust
GE International Equity Portfolio
GE U.S. Equity Portfolio
GE Fixed Income Portfolio
GE Money Market Portfolio
Common Stock Index Fund
Government Securities Fund
Money Market Fund
Total Return Fund
International Equity Fund
Real Estate Securities Fund
Global
Income Fund
Value Equity Fund
76
All Funds listed on
Appendix A
August 12, 1994
To: Our Global Mutual Fund Clients
Re: Board Approval Of State Street's Global Custody Network
In conjunction with the release of State Street's 1994 Annual Review of Foreign
Custody at the end of June, please find enclosed a blank copy of the Schedule A
Amendment to the Custody Contract. The Schedule A documents for State Street the
countries, subcustodians and depositories within its Global Custody Network
which have been approved by a mutual fund's Board of Directors or Trustees to
maintain the fund's assets outside of the United States. Per S.E.C. Rule 17f-5,
a fund's Board must approve foreign custody arrangements prior to the fund's
holding assets in a foreign country. The Board must also review and approve the
continuance of such arrangements at least annually.
This blank Schedule A contains State Street's most recent Global Custody Network
for mutual fund clients. It provides a uniform and convenient format for the
fund's authorized officer to indicate which foreign custody arrangements have
been approved by the Board. Please return the Schedule A to us in the
accompanying pre-printed envelope after the Board has voted.
At this time, we would also like to ask that you provide us with a copy of the
fund's Prospectus and Statement of Additional Information. These materials
greatly assist us in responding to your foreign custody questions and providing
information which is fund-specific.
Thank you for your assistance.
Mats Hansson
Assistant Vice President
17f-5 Compliance
77
SCHEDULE A
17f-5 APPROVAL
The Board of Directors/Trustees of all Funds listed on Appendix A has approved
certain foreign banking institutions and foreign securities depositories within
State Street's Global Custody Network for use as subcustodians for the Fund's
securities, cash and cash equivalents held outside of the United States. Board
approval is as indicated by the Fund's Authorized Officer:
Fund
Officer
Initials Country Subcustodian Central Depository
/s/ Argentina Citibank, N.A. Caja de Valores S.A.
/s/ Australia Westpac Banking Corporation Austraclear Limited;
Reserve Bank Information
and Transfer system (RITS)
/s/ Austria GiroCredit Bank Oesterreichische
Aktiengesellschaft der Konrollbank AG
Sparkassen
/s/ Bangladesh Standard Chartered None
Bank
/s/ Belgium Generale Bank Caisse Interprofessionnelle
de Depots et de Virements
de Titres S.A. (CIK);
Banque Nationale de
Belgique
/s/ Botswana Barclays Bank of Botswana None
Limited
/s/ Brazil Citibank, N.A. Bolsa de Valores de Sao
Paulo (Bovespa);
Banco Central do Brasil;
Systema Especial de
Liquidacao e Custodia
(SELIC)
/s/ Canada Canada Trustco The Canadian Depository for
Mortgage Company Securities Limited (CDS)
/s/ Chile Citibank, N.A. None
/s/ China The Hongkong and Shanghai Shanghai Securities Central Clearing
Banking Corporation Limited and Registration Corporation (SSCCRC);
Shenzhen Securities Registrars Co.,
Ltd. and its designated agent banks
78
/s/ Colombia Cititrust Colombia S.A. None
Sociedad Fiduciaria
/s/ Cyprus Barclays Bank PLC None
/s/ Czech Republic Ceskoslovenska Obchodni Banka Stredisko Cennych Papiru (SCP);
A.S.
Czech National Bank (CNB)
/s/ Denmark Den Danske Bank Vaerdipapircentralen - The Danish
Securities Center (VP)
/s/ Egypt National Bank of Egypt None
/s/
/s/ Finland Kansallis-Osake-Pankki The Central Share Register of Finland
/s/ France Banque Paribas Societe Interprofessionnelle pour la
Compensation des Valeurs Mobilieres
(SICOVAM);
Banque de France, Saturne System
/s/ Germany Berliner Handels-und The Deutscher Kassenverein XX
Xxxxxxxxxxx Bank
/s/ Ghana Barclays Bank of Ghana Limited None
/s/ Greece National Bank of Greece S.A. The Central Securities Depository
(Apothetirio Titlon A.E.)
/s/ Hong Kong Standard Chartered Bank The Central Clearing and Settlement
System (CCASS)
/s/ Hungary Citibank Budapest Rt. None
/s/ India The Hongkong and Shanghai None
Banking Corporation Limited
/s/ Indonesia Standard Chartered Bank None
/s/ Ireland Bank of Ireland None;
The Central Bank of Ireland, The Gilt
Settlement Office (GSO)
/s/ Israel Bank Hapoalim B.M. The Clearing House of the Tel Aviv
Stock Exchange
79
/s/ Italy Xxxxxx Guaranty Trust Company Monte Titoli S.p.A.;
Banca d'Italia
/s/ Japan Sumitomo Trust & Banking Co., None;
Ltd.
Bank of Japan Net System
/s/ Jordan The British Bank of the Middle None
East
/s/ Kenya Barclays Bank of Kenya Limited None
/s/ Korea Bank of Seoul Korea Securities Depository (KSD)
/s/ Malaysia Standard Chartered Bank None
Malaysia Berhad
/s/ Mexico Citibank, N.A. S.D. INDEVAL, S.A. de C.V. (Instituto
para el Deposito de Valores);
Banco de Mexico
/s/ Morocco Banque Commerciale du Maroc None
/s/ Netherlands MeesPierson N.V. Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. (NECIGEF)
/s/ New Zealand ANZ Banking Group (New Zealand) None;
Limited
The Reerve Bank of New Zealand,
Austraclear NZ
/s/ Norway Christiania Bank og Kreditkasse Verdipapirsentralen - The Norwegian
Registry of Securities (VPS)
/s/ Pakistan Deutsche Bank AG None
/s/ Peru Citibank, N.A. Caja de Valores (CAVAL)
/s/ Philippines Standard Chartered Bank None
/s/ Poland Citibank Poland S.A. The National Depository of Securities
(Centrum Krajowego Depozytu Papierow
Wartosciowych)
/s/ Portugal Banco Comercial Portugues Central de Valores Mobiliarios (Central)
80
/s/ Singapore The Development Bank of The Central Depository (Pte) Limited
Singapore Ltd. (CDP)
/s/ South Africa Standard Bank of South Africa None
Limited
/s/ Spain Banca Santander, S.A. Servicio de Compensacion y Liquidacion
de Valores (SCLV);
Banco de Espana, Anotaciones en Cuenta
/s/ Sri Lanka The Hongkong and Shanghai The Central Depository System (Pvt)
Banking Corporation Limited Limited
/s/ Sweden Skandinaviska Enskilda Banken Vardepapperscentralen - The Swedish
Securities Register Center (VPC)
/s/ Switzerland Union Bank of Switzerland Schweizerische Effekten - Giro AG (SEGA)
/s/ Taiwan Central Trust of China the Taiwan Securities Central
Depository Company, Ltd. (TSCD)
/s/ Thailand Standard Chartered Bank The Share Depository Center (SDC)
/s/ Turkey Citibank, N.A. Istanbul Stock Exchange Settlement and
Custody Co., Inc. (I.M.K.B. Takas ve
Saklama A.S.)
/s/ United Kingdom State Street Bank and Trust None;
Company
The Bank of England, The Central Gilts
Office (CGO); The Central Moneymarkets
Office (CMO)
/s/ Uruguay Citibank, N.A. None
/s/ Venezuela Citibank, N.A. None
/s/ Zambia Barclays Bank of Zambia Limited None
/s/ Zimbabwe Barclays Bank of Zimbabwe None
Limited
/s/ Euroclear / State Street London Limited
/s/ Cedel / State Street London Limited
81
Certified by:
/s/ Xxxx X. Xxxxx, Trustee 12/15/94
----------------------------------- ------------------------------------
Fund's Authorized Officer Date
Secretary of all Funds listed
on Appendix A
82
APPENDIX A
Elfun Trusts
Elfun Global Fund
Elfun Diversified Fund
Elfun Tax-Exempt Income Fund
Elfun Income Fund
Elfun Money Market Fund
General Electric S&S Long-Term Interest Fund
General Electric S&S Program Mutual Fund
83
