Exhibit (a)
ELFUN INCOME FUND
FUND AGREEMENT
This instrument, originally made as of the 22nd day of December 1982, is to
evidence that:
WHEREAS, a number of the members of the Elfun Society have expressed a
desire to invest personal funds in an income mutual fund (the Fund), and
WHEREAS, it has been agreed that such a fund be established for the benefit
of the entities specified in paragraph 3, below, members of the Elfun Society
and members of their immediate family; and
WHEREAS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ have agreed to act as Trustees of said Fund; and
WHEREAS, it is desirable that the uses and purposes applicable to the Fund
and the powers and duties of the Trustees of the Fund and the rights, interests
and privileges of the beneficiaries of the Fund be set forth,
Now, therefore, it is mutually agreed that the provisions, terms and
conditions governing the Fund shall be as follows:
1. NAME--This Fund shall be known as the ELFUN INCOME FUND.
2. PURPOSE OF THE FUND--The purpose of the Fund shall be as follows: (i) to
issue units (Units) evidencing ownership interest in the Fund; (ii) to
receive, hold, invest, reinvest and disburse the monies received from the
Fund participants (Unitholders) upon the purchase of such Units; (iii) to
receive, hold, invest, reinvest and distribute the net income and net
capital gains, if any, realized by the Fund in the course of its assets;
and (iv) to redeem and transfer Units.
3. ENTITIES ELIGIBLE TO PARTICIPATE IN THE FUND--General Electric Company, its
subsidiary and controlled companies and the employees of General Electric
Company, its subsidiary and controlled companies, and the members of their
immediate families, as well as any other persons and entities approved by
the Trustees, shall be eligible to participate in the Fund (and accordingly
to purchase, hold, transfer and redeem Units in accordance with the terms
of this Fund Agreement (the "Agreement"); provided, however, that no person
or entity shall be entitled to participate if, as a result thereof, the
Fund would cease to be qualified as an "employees' securities company"
under the Investment Company Act of 1940, as amended ("1940 Act").
The Trustees shall have full power and discretion to prescribe the time, manner,
medium and terms of participation (including the purchase, redemption and
transfer of Units) and shall likewise have full power and discretion to
designate or limit the persons and entities eligible to participate in the Fund.
4. POWERS OF TRUSTEES--Subject to those policies of the Fund as may be adopted
and be in effect from time to time, the Trustees shall invest and reinvest,
to the extent they deem proper, the Fund's assets, together with any
increment thereto, or income derived therefrom, in securities of whatsoever
nature and by whomsoever issued and to the extent that the Fund's assets
are not so invested the Trustees may invest the same in the following, all
of which are collectively referred to as "short-term investments": (i)
obligations issued or guaranteed by the United States government, its
agencies or instrumentalities; (ii) certificates of deposit, bankers'
acceptances, and other short-term debt obligations of United States and
Canadian banks and their foreign branches; (iii) commercial paper; and (iv)
other short-term debt securities all of which shall in any event mature not
later than twelve months from their respective dates of issue. Except as
herein above or hereafter specified in this Paragraph 4, the Trustees shall
not in any respect be limited in their powers of investment, such
investments to be made in their sole discretion irrespective of any
statute, court decision, rule or regulation now or hereafter in effect
restricting the class of investment or reinvestments for trustees
generally.
Without limiting the generality of the foregoing in any manner the Trustees
are expressly authorized and empowered, in their absolute discretion:
(a) to retain in cash and keep unproductive of income such portion of
the Fund's assets as they may deem advisable:
(b) to sell, exchange, convey, transfer, or dispose of, and also to
loan or grant options with respect to, any property or cash at any
time held by them, and to make any sale or other disposition by
private contract, by public auction or otherwise, for cash, property
or upon credit, or partly for cash or property and partly upon credit,
as they may deem best, and no person dealing with the Trustees shall
be bound to see to the application of the proceeds thereof or to
inquire into the validity, expediency, or propriety of any such sale
or other disposition;
(c) to compromise, compound, and settle any debt, claim or obligation
due to or from them as Trustees hereunder and to reduce or change the
rate of interest thereon, to extend or otherwise modify, or to
foreclose upon default or otherwise enforce, any such debt, claim or
obligation;
(d) to vote themselves, or by proxy, any securities with voting rights
held by them; to exercise any options appurtenant to any other
securities for the conversion thereof into other securities, or to
exercise or sell any rights or warrants to subscribe for additional
securities, and to make any and all necessary payments therefor; to
join in or to dissent from and to support or oppose the
reorganization, recapitalization, consolidation, liquidation, sale or
merger of corporations, or other entities or properties in which they
may be interested as Trustees, and to accept and hold any
such securities which may be issued in connection therewith, all upon
such terms and conditions as they may deem advisable;
(e) to make, execute, acknowledge, and deliver any and all necessary
papers, documents, agreements and instruments for the implementation
of the powers herein enumerated;
(f) to enforce any right, obligation or claim and in general to
protect in any way the interests of the Fund, either before or after
default, and where they shall consider such action for the best
interests of the Fund, to abstain from the enforcement of any right,
obligation, or claim and to abandon any property which at any time may
be held by them or in which they may have an interest;
(g) to borrow or raise money for the purposes of the Fund, upon such
terms and conditions as the Trustees may deem desirable or proper, and
for any sum so borrowed, to issue their promissory notes as Trustees
and to secure the repayment thereof by pledging all or any part of the
Fund's assets; and no person lending money to the Trustees shall be
bound to see to the application of the money lent or to inquire into
the validity, expediency, or propriety of any such borrowing;
(h) to receive, purchase, hold, apportion, sell, distribute, and
otherwise acquire and dispose of securities, cash and other assets;
(i) to collect, receive, invest, apportion, and distribute, any and
all income of the Fund;
(j) to cause any securities or other assets from time to time held by
them to be registered in, or transferred into, the name of the Fund or
into their names as Trustees, or the name of their nominee or
nominees, or to retain them unregistered or in form permitting
transfer by delivery, but the books and records of the Trustees shall
at all times show that all such securities or other assets are part of
the Fund; and
(k) to do all such acts, take all such proceedings, and exercise all
such rights and privileges, although not hereinbefore specifically
mentioned, with relation to the assets of the Fund as if they were the
absolute owners thereof, which they may deem necessary or proper for
the best interests of the Fund.
5. GENERAL AUTHORITY TO EMPLOY ADVISERS, AGENTS AND OTHERS--The Trustees may
use, employ, appoint, discharge and consult such individuals, corporations
or other entities as agents, employees or otherwise (including legal
counsel) as they may deem necessary or advisable to carry out their
functions under this Agreement and may pay such persons or entities such
compensation, including expenses, as they may deem appropriate and charge
the same against the Fund's assets. The Trustees may adopt such rules,
regulations, directions or
orders as in their discretion they deem appropriate for the guidance of
their agents and employees and may delegate all or so much of their powers
and authority to such agents and employees as they may deem necessary or
advisable, subject, however, to any mandatory limitations imposed upon such
delegation by applicable law. Any actions taken by their agents and
employees in conformity with such rules, regulations, directions, advice,
orders or delegations by the Trustees shall be deemed to be the proper and
binding acts of the Trustees.
6. CUSTODIAN--Without limiting the powers set forth in Paragraph 5 above, the
Trustees shall have the power to appoint and discharge from time to time,
as Custodian or Custodians, one or more banks or trust companies to hold in
custody all property, securities, money and other assets of the Fund and
perform such other administrative services for the Fund as the Trustees may
direct. The Trustees may authorize the Custodian or Custodians to deposit
or arrange for the deposit of securities constituting all or a portion of
the Fund's assets in a "clearing corporation" as defined in Article VIII of
the Uniform Commercial Code. All or any part of the securities or other
nominative items constituting the Fund may be transferred to, and held in
the name of, the Custodian or Custodians, in the name of a nominee or
nominees selected by it or them, or in the name of the registered holder
thereof at the time of deposit with the Custodian or Custodians, or receipt
by, the Custodian or Custodians of such securities endorsed in blank for
transfer or accompanied by proper instruments of assignment in blank duly
executed by such nominee, or nominees or registered holder.
7. INVESTMENT ADVISER--Without limiting the powers set forth in Paragraph 5
above, the Trustees shall have the power to appoint and discharge from time
to time one or more Investment Advisers. Such Adviser or Advisers may be
authorized by the Trustees to supervise the investment operations of the
Fund, and the composition of its portfolio, and may also be authorized to
furnish the Fund with advice and recommendations concerning investments,
investment policies, and the purchase and sale of securities as well as
advice concerning appropriate persons to fill positions with the Fund. In
connection with the performance of the foregoing duties, such Adviser or
Advisers may be further authorized to carry out and execute purchases and
sales of investments and to perform such other acts as the Trustees may
deem necessary or advisable.
8. UNITHOLDER SERVICING AGENT--Without limiting the powers set forth in
Paragraph 5 above, the Trustees shall have the power to appoint and
discharge from time to time one or more persons or entities to act as
Unitholder Servicing Agent or Agents with respect to the Units issued from
time to time under this Agreement. Such Agent or Agents may be authorized
to provide the Fund with services in connection with (i) the issuance,
transfer, cancellation and redemption of Units; (ii) the making of all
payments and distributions to Unitholders in connection with Units; (iii)
the performance of any and all functions referred to in this Agreement as
being performed by the Unitholder Servicing Agent or Agents;
and (iv) the performance of such other administrative services for the Fund
as the Trustees may direct.
9. TRUSTEES--The number of Trustees of this Fund shall be five, it being
understood that such number may be increased or decreased from time to
time; provided, however, that there shall never be fewer than four and no
more than eleven. Of the total number of Trustees, a majority shall at all
times be members of the Elfun Society. In the event of the removal, death,
resignation or retirement of any of the Trustees, a successor shall be
appointed by the remaining Trustees. Any elections of, additions to, or
replacements of the Trustees shall be accomplished by the vote of
two-thirds of the Trustees then in office at the time of such replacement
or addition, and upon such election and appointment and the acceptance of
this Agreement by them, they shall become and constitute Trustees of this
Fund. Any Trustee may at any time resign from the Fund by giving 30 day's
advance notice thereof in writing to the other Trustees. In addition, any
Trustee may be removed at any time by the affirmative vote of two-thirds of
the Trustees then in office.
The Trustees who are not members of the Elfun Society shall be initially
appointed for a term to expire on the 30th day of June following their
appointment and thereafter for a term of one year. The Trustees who are
members of the Elfun Society shall be classified in respect to the time for
which they shall severally hold office by dividing them into three classes
(which shall be as nearly equal as possible), the first consisting of the
Trustees whose term of office expires on the 30th day of June following the
adoption of this Agreement, the second class consisting of the Trustees
whose term of office expires twelve months from that date and the third
class consisting of the Trustees whose term of office expires twenty-four
months from that date. In the event that a Trustee should die, resign,
retire, or otherwise be removed from office prior to the expiration of the
specified term, a successor shall be appointed for the unexpired term. At
the time for each annual appointment, the successors to the Trustees of the
class whose term shall expire in that year shall be appointed to hold
office for the term of three years, so that the term of office of that
class of Trustees shall expire in that year.
All appointments made pursuant to this paragraph 9 shall be for the term
stated in the Trustees' resolution of appointment and until the successor
appointees shall have been appointed and shall have accepted their
appointment as Trustees, unless the incumbent Trustees decide on the
expiration of a Trustee's term not to fill the vacancy so created.
The Trustees may appoint from among their numbers a Chairman and one or
more Vice Chairmen. Such Chairman and Vice Chairmen shall have such powers
and duties with respect to the calling and conducting of meetings of
Trustees as the Trustees may direct. In addition, the Trustees may appoint
from time to time a Manager, a Secretary, and Assistant Secretary and such
other Fund officers as they may deem necessary or advisable and may
delegate them,
subject to the mandatory requirements of applicable law, such powers and
duties as they deem appropriate. The Trustees may also adopt from time to
time such rules and regulations for the organization and transaction of the
Fund's business as they deem necessary or advisable.
The Trustees may act either by meetings or by written consent. In the case
of meetings, a majority of the Trustees shall constitute a quorum for the
conduct of business and the vote of a majority of the Trustees present at a
meeting at which a quorum is present shall be the act and deed of the
Trustees. In the case of action by written consent, it shall be sufficient
to bind all the Trustees (and shall be deemed their act and deed) if
written consents are obtained from a majority of the whole number of
Trustees; provided the same are filed with the minutes of the Trustees
meetings and reported at the next meeting of the Trustees. Meetings of the
Trustees may be held either in person or by telephone or other means which
permit the Trustees to confer one with another. The manner, time and place
of holding meetings, the notices thereof, and the length of time required
for such notices shall be determined by the Trustees. Waivers of notice,
either before or after a meeting, shall be permitted.
10. COMPENSATION AND EXPENSES OF TRUSTEES-- Any Trustee (other than Trustees
who are also employees of General Electric Company or any subsidiary or
controlled company thereof) may receive compensation for services performed
as a Trustee in an amount to be determined by the Trustees; provided,
however, that any change in compensation previously reported to the
Unitholders as being paid to the Trustees shall be reported to the
Unitholders in the Annual Report of the Fund next published after such
change. Compensation of the Trustees as provided herein, of any agents,
employee or counsel of the Trustees and the expenses of administration
shall be paid out of the Fund.
11. FIDUCIARY DUTIES--Each Trustee shall discharge his duties with respect to
the Fund solely in the interest of the Unitholders and with the care,
skill, prudence and diligence under the circumstances then prevailing that
a prudent man acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of like character and with like
aims.
12. STATEMENTS OF ACCOUNT AND FUND CERTIFICATES--Unless requested by
Unitholders, no certificates ("Certificates") evidencing the ownership of
Units will be issued. In lieu thereof, the Unitholder Servicing Agent will
issue to Unitholders Statements of Account showing the number of bookunits
("Bookunits") in the Fund to which they are entitled by reason of payments
made by them or for their account, including the reinvestment of income and
gains, if any. Each Statement of Account will set forth the total number of
Units then owned by the Unitholder (whether or not Certificates therefor
have been issued).
Unitholders may obtain Certificates evidencing all or a portion of the
Units to which they are then entitled, by requesting the same from the
Unitholder Servicing Agent in writing.
Units issued by the Trustees on the first purchase of Units from the Fund
when it commences operations, shall each be valued at Ten Dollars ($10) and
shall be paid in cash to the Trustees. Thereafter, Units shall be issued on
the basis of their Net Asset Value, determined as provided in Paragraph 15
hereof.
Each Unit, whether evidenced by a Statement of Account or by a Certificate,
shall be equal to every other Unit, without preference or priority of any
one Unit over any other. Unitholders shall have no voting rights except
with respect to amendments to the Fund Agreement, as described in Paragraph
23 hereof, and with respect to the changes in the Fund's fundamental
policies. Each Unit entitles the holder thereof to one vote. There are no
preemptive, subscription or conversion rights.
The Trustees are authorized and empowered in their discretion, at any time
(and from time to time) to authorize Unit splits or reverse splits,
provided, however, that the proportionate interest of each Unitholder in
the Fund shall not in any way be adversely affected thereby. In the event
the number of Units is increased, the Trustees shall issue to each
Unitholder, without further payment, a Statement of Account evidencing the
additional Units to which the Unitholder shall be entitled, such additional
Units to be in the same proportion to the number of Units held by the
Unitholder prior to such issuance as the total number of additional Units
to be issued is to the total number of Units outstanding prior to such
issuance. In the event that the number of Units shall be reduced, the
Trustees shall issue a Statement of Account reflecting such reduction and
may require each Unitholder to whom Certificates have been issued to
surrender such Certificates for reissue in terms of the reduced number of
Units and the Trustees may do all things necessary or expedient to make
such reduction effective.
13. TRANSFER OF UNITS--Unitholders may transfer their interest in the Fund,
wholly or in part, to their spouse or children or to a trust for the
exclusive benefit of their spouse or children by an appropriate instruction
and authorization in writing in a form acceptable to the Trustees and, upon
the further condition, that in the case of a gift of a Unitholder's
interest or any part thereof, the donor and/or the donee shall agree, in
form satisfactory to the Trustees, to indemnify the Trustees against any
loss which might result from failure to comply with the provisions of the
Internal Revenue Code relative to gift taxes. Units are not otherwise
transferable except as stated below.
Unitholders shall have the right at any time (i) to designate a beneficiary
or beneficiaries (a Designated Beneficiary) to whom Units registered in the
Unitholder's name alone will be transferred in the event of death and (ii)
to rescind or change such Designated Beneficiary. The designation,
rescission or change, to be effective, must be made in writing, in form
approved by the Trustees, and must be forwarded to and received by the
Unitholder Servicing Agent. The designation, rescission or change will be
deemed to be effective as of the date it was signed. Units may be disposed
of by last will and testament duly probated (or by the laws of devise and
descent), but no change in a
beneficiary designation may be made by last will and testament. Any
designation by a Unitholder shall be null and void with respect to any
Designated Beneficiary who predeceases the Unitholder. Nothing contained in
this Paragraph 13 shall permit the transfer of any Unit to a person or
entity which would not otherwise be eligible under rules established by the
Trustees to hold Units, and, in the event of any such attempted transfer,
the Trustees shall have the right to direct that the Units attempted to be
transferred be redeemed and the proceeds of redemption delivered to the
transferee, all as provided in Paragraph 22 hereof.
Units shall not otherwise be transferable, but the right of Unitholders to
redeem Units to the extent of a part or all of their interest therein and
to receive from the Trustees the Unitholder's distributive share in the
Fund may be assigned, in whole or in part by the delivery to the assignee
of an executed instrument of assignment in substantially the following
form:
_________________, 19__
FOR VALUE RECEIVED, the undersigned Unitholder of the Elfun Global Fund
_____________________________, hereby assigns to
______________________________ the right to redeem the interest of the
Unitholder in said Fund to the extent of ______________________________
Units/Bookunits, and, when such right is exercised, to receive the
distributive share of said Fund represented by said units.
------------------------
Unitholder
Signature Guaranteed:
------------------------------
The assignee of any such assignment may exercise the right of redemption
upon like terms and conditions as the Unitholder to whom the Units were
issued. In the event that the Trustees, after written notice to them of any
such assignment shall terminate the Units/Bookunits pursuant to the
provisions of Paragraph 22 hereof, such assignee shall be entitled, on the
surrender of a duly executed Assignment and Right of Redemption form (and,
if Certificates have been assigned, the Certificates), to receive the
distributive share in said Fund, unless the Trustees shall have been
furnished with evidence satisfactory to them of reassignment to the
Unitholder. Nothing herein contained shall be construed to prevent the
assignment or transfer of Units or Bookunits to the trustee of a trust,
created by such Unitholder exclusively for the owner's benefit, but said
Units or Bookunits in the hands of such trustee shall at all times be
subject to the provisions of Paragraph 22 and all other provisions hereof;
and Units or Bookunits issued or assigned to such trustee may be assigned
to the Unitholder
from whom or on whose request such trustee received the same. On every
assignment to or from such a trustee, the transferee shall forthwith give
notice thereof by registered mail to the Unitholder Servicing Agent of the
Fund.
Units issued to the trustee or trustees of any trust heretofore or
hereafter created by the General Electric Company may be assigned and/or
transferred by said trustee or trustees to beneficiaries of such trust.
14. DEATH OF A UNITHOLDER--The death of any Unitholder during the continuance
of this Fund shall not operate to terminate the Fund, nor shall it entitle
the personal representative of any such deceased Unitholder to an
accounting or to take any action in the courts or otherwise against the
Fund or the Trustees; provided, however, that the right of redemption
provided for in Paragraph 16 shall not expire with the death of such
Unitholder, but such right may be exercised by the personal
representatives, legatees, distributees or Designated Beneficiaries in the
manner provided in said Paragraph 16.
15. VALUE OF UNITS--HOW DETERMINED--The net asset value (Net Asset Value) of
the Units shall be determined each day that the New York Stock Exchange is
open, as of the close of trading on the Exchange, New York City time. Such
value when so determined shall be taken as the value thereof for all
purposes of this Agreement and shall be binding and final upon the
Unitholders and their personal representatives, heirs, legatees,
distributees or Designated Beneficiaries.
Securities held by the Fund for which market quotations are readily
available shall be valued at their market values as determined by their
most recent bid prices in the principal market (sales prices, if the
principal market is an exchange) in which such securities are normally
traded. Securities or other assets for which such procedure is deemed by
the Trustees not to reflect fair value (due to the general illiquidity of
the market or otherwise), or for which representative quotes are not
readily available, shall be assigned a fair value determined in good faith
by the Trustees or such other persons as they may direct, in each case
applied on a consistent basis.
16. REDEMPTION OF UNITS--Unitholders may redeem Units of the Fund evidenced by
their Statements of Account or Certificates, either in whole or in part, by
delivering their Certificates or, if no Certificates have been issued to
them, a redemption form, duly executed and in form satisfactory to the
Trustees to the Unitholder Servicing Agent or as the Trustees may otherwise
direct. Redemptions will be made at the Net Asset Value next computed after
such delivery less such redemption fee (not, however, to exceed one
percent) as the Trustees may from time to time prescribe.
The Trustees may suspend the Unitholder's right of redemption or postpone
the date of payment during any period when (a) trading in the markets the
Fund normally utilizes is restricted or an emergency exists as determined
by the
Securities and Exchange Commission so that disposal of the Fund's
investments or determination of its Net Asset Value is not reasonably
practicable or (b) said Commission, by order, has otherwise provided for or
permitted such suspension or postponement.
17. PAYMENT IN CASH--Any payment made to Unitholders pursuant to the provisions
of this Fund Agreement shall be made in cash. In the event that Units held
by Unitholders or their personal representatives, heirs, legatees,
distributees or Designated Beneficiaries are evidenced by a Certificate or
Certificates, such Unitholders, their personal representatives, heirs,
legatees, distributees or Designated Beneficiaries shall not be entitled to
receive any such payment without the surrender of the Certificate or
Certificates or, in lieu thereof, furnishing to the Trustees evidence
satisfactory to them of the loss, theft or destruction of such Certificate
or Certificates, together with an Agreement to indemnify the Trustees
against loss resulting from such payment, in form satisfactory to them.
18. DISTRIBUTIONS--The Trustees may in their absolute and uncontrolled
discretion at any time or times make distribution of income or principal to
the Unitholders in such amounts as the Trustees may determine, and each
such distribution shall be made in the proportion which the number of Units
held by each Unitholder bears to the total number of Units issued and
outstanding at the time of such distribution.
19. AUDIT--As soon as is practicable after the close of each calendar year, the
Trustees shall cause an audit to be made of the accounts, transactions,
securities and property of the Fund, such audit to be made by a firm of
certified or chartered accountants of recognized standing, selected by the
Trustees. A certified copy of each report of such auditor shall be filed
with the Trustees. Such audit shall show the Net Asset Value of the Units
outstanding as of the 31st day of December next preceding and shall show
such other matters as the Trustees may require.
20. STATEMENTS AND REPORTS TO UNITHOLDERS--The Trustees shall, within a
reasonable time after the completion of each annual audit, mail a copy of
the report of the auditor to each Unitholder.
21. TAXES--All taxes which may be required to be paid in respect of the issue
and/or transfer of Units in the Fund shall be paid by the Unitholders to
whom the Units are issued.
22. TERMINATION BY TRUSTEES--The Trustees may at any time, as they in their
absolute discretion may determine, terminate this Fund, in whole or in
part, and cause to be paid to the Unitholders the Net Asset Value of the
Units held by them, such Net Asset Value to be determined as of a date
fixed by the Trustees and specified in the notice of termination delivered
to the Unitholders. In addition, the Trustees may, in order to preserve the
status of the Fund as an
"employees' securities company" under the 1940 Act exercise their right of
termination with respect to the interest of any Unitholder in the Fund if
such Unitholder is an individual or entity whose interest in the Fund would
cause the Fund to lose such status, in which case there shall be paid to
such individual or entity the Net Asset Value of the Units registered in
the Unitholder's name, calculated as of the date the determination was made
that the termination of such Unitholder's interest was necessary for the
preservation of the status of the Fund. In the case of any such
termination, the Trustees shall, at the same time, direct such Unitholder
to surrender to the Unitholder Servicing Agent any Certificates they hold
and thereafter the Trustees shall be discharged from all further
obligations hereunder. Each outstanding Certificate shall be surrendered as
the Trustees may direct upon the termination of the Fund as herein
provided.
23. AMENDMENTS--The Trustees shall have the power to amend this Agreement, but
no amendment shall be made which shall affect the Unitholders' right of
redemption or other substantial rights of the Unitholders unless and until
a copy of such proposed amendment shall have been submitted by mail to the
Unitholders and the same shall have been approved by the favorable vote of
at least a majority of the outstanding Fund Units which were voted.
24. The situs of the Fund and the place of its administration shall be in
the State of Connecticut and all questions concerning the validity,
construction and effect of this Agreement and of the Fund hereunder,
and the rights of any person having an interest hereunder, shall be
determined exclusively according to the laws of said State.
IN WITNESS WHEREOF, the said ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, W. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, and ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ have executed this Agreement to evidence
their acceptance of the duties of the Trustees under and pursuant to the
foregoing terms and conditions.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman of the Trustees
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, Trustee
/s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------------
W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Trustee
/s/ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trustee
December 22, 1982
TRUSTEES' CONSENT
Elfun Trusts
Elfun Tax-Exempt Income Fund
Elfun Income Fund
Elfun Global Fund
Elfun Diversified Fund
The undersigned, being all of the Trustees of Elfun Trusts, Elfun
Tax-Exempt Income Fund, Elfun Income Fund, Elfun Global Fund and Elfun
Diversified Fund (collectively the "Elfun Funds") hereby consent to the adoption
of the following resolutions without the holding of a meeting of the Trustees of
each such Fund:
1. RESOLVED, that in order to eliminate the staggered classes of Trustees
currently provided for by the various Fund Agreements for the Elfun
Funds and to provide in the future for Trustees who shall serve from
the time of their appointment until their resignation, removal or
appointment of a successor, the Fund Agreements for the Elfun Funds
are hereby amended as follows:
A. Elfun Trusts - The Elfun Trusts Trust Agreement, as amended June
18, 1974, is hereby amended by deleting the second sentence of
the first paragraph of Section 11 and by deleting the entire
second paragraph of Section 11.
B. Elfun Tax-Exempt Income Fund - The Elfun Tax-Exempt Income Fund
Fund Agreement, as amended July 12, 1978, is hereby amended by
deleting the second sentence of the first paragraph of Section 9
and by deleting the entire second paragraph of Section 9.
C. Elfun Income Fund - The Elfun Income Fund Fund Agreement, dated
December 22, 1982, is hereby amended by deleting the second
sentence of the first paragraph of Section 9 and by deleting the
entire second paragraph of Section 9.
D. Elfun Global Fund - The Elfun Global Fund Fund Agreement, dated
as of May 15, 1987, is hereby amended by deleting the second
sentence of the first paragraph of Section 9 and by deleting the
entire second paragraph of Section 9.
E. Elfun Diversified Fund - The Elfun Diversified Fund Fund
Agreement, dated as of June 1, 1987, is hereby amended by
deleting the second sentence of the first paragraph of Section 9
and by deleting the entire second paragraph of Section 9.
2. RESOLVED, that the following individuals are hereby reappointed as
Trustees of the Elfun Funds and by signing this Consent each of such
individuals hereby accepts such appointment:
▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
3. RESOLVED, that the following individuals are hereby elected as
officers of the Elfun Funds as indicated below:
▇▇▇▇ ▇. ▇▇▇▇ - Chairman of Trustees - Elfun Funds
▇▇▇▇ ▇. ▇▇▇▇▇ - Secretary - Elfun Funds
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ - Manager - Elfun Trusts
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - Manager - Elfun Tax-Exempt Income Fund
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ - Manager - Elfun Income Fund
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ - Manager - Elfun Global Fund
▇▇▇▇▇▇ ▇. ▇▇▇▇ - Manager - Elfun Diversified Fund
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ - Manager - Elfun Diversified Fund
IN WITNESS WHEREOF, the undersigned have executed this Consent as of the
1st day of July, 1989.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇
---------------------------
▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
▇▇▇▇ ▇. ▇▇▇▇▇