Exhibit (a)
ELFUN TAX-EXEMPT INCOME FUND
FUND AGREEMENT
As Amended and Restated July 12, 1978
ELFUN TAX-EXEMPT INCOME FUND
FUND AGREEMENT
This instrument originally made the 14th day of March 1977 and hereby
restated this 16th of May, 1977 is to evidence that:
WHEREAS, a number of the members of the Elfun Society have expressed a
desire to invest personal funds in a municipal bond mutual fund, the income from
which would, for the most part, be exempt from Federal income taxes; and
WHEREAS, it has been agreed that such a Fund be established for the benefit
of the members of the Elfun Society; and
WHEREAS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
propose 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 Tax-Exempt Income Fund.
2. PURPOSE OF THE FUND--The purpose of the Fund shall be as follows: (i) to
issue Fund Units; (ii) to receive, hold, invest, reinvest and disburse the
monies received from the Fund participants 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 investing
its assets; and (iv) to redeem and transfer Fund 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
respective families, as well as any other persons and entities, shall be
eligible to participate in the Fund (and accordingly to purchase, hold,
transfer and redeem Fund units in accordance with the terms of this Fund
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 from time to time ("1940 Act"). In addition
to their other powers set forth herein, 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 Fund 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 such fundamental policies 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, the income from which is exempt
from Federal income tax. 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; in each case regardless of whether such short term
investments shall bear income which is exempt from Federal income taxes
but, provided, that no such investments shall contravene any fundamental
policy of the Fund then in effect and shall in any event mature not later
than twelve months from their respective dates of issue. Except as
hereinabove 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;
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(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 and 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
oppose the reorganization, recapitalization, consolidation,
liquidation, sale or merger of corporations, other entities or
properties in which they 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;
(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 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;
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(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
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with, or receipt by, the Custodian or Custodians provided that the same be
endorsed in blank for transfer or be accompanied by proper instruments of
assignment in blank duly executed by such nominee (or nominees) or
registered holder.
7. INVESTMENT ADIVSER--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 Fund Units issued from
time to time under this Fund 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 Fund Units; (ii) the
making of all payments and distributions to Unitholders in connection with
Fund Units; (iii) the performance of any and all functions referred to in
this Fund 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 three, it being
understood that such number may hereafter be increased at any time and
thereafter increased or decreased from time to time; provided, however,
that there shall never be fewer than three and nor 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
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time resign from the Fund by giving 30 days' 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 and until their
respective successor or successors shall have been appointed and shall have
accepted this Agreement as Trustees hereunder. 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 Fund 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 elected for the unexpired term.
At each annual election, the successors to the Trustees of the class whose
term shall expire in that year shall be elected to hold office for the term
of three years, so that the term of office of one class of Trustees shall
expire in that year.
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 to 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
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the Trustees meetings and reported at the next meeting of 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,
employees 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. [Sidebar: Amended & Restated 7/12/78]
12. STATEMENTS OF ACCOUNT AND FUND CERTIFICATES--Unless requested by
Unitholders, no certificates will be issued to evidence the ownership of
Fund Units. In lieu thereof, the Unitholder Servicing Agent will issue to
Unitholders Statements of Account showing the number of Units 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.
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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 such 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 Fund Units registered
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. When the notice is
received by the Unitholder Servicing Agent, the designation, rescission
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or change will be deemed to be effective as of the date it was signed. Fund
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 Fund Unit to a person or entity which would not
otherwise be eligible under rules established by the Trustees to hold
Units.
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 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 of the Units in said
Fund 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
will be the value of the total assets held in the Fund after deducting
therefrom all liabilities. Such value when so determined shall be taken as
the value thereof for all purposes of this Fund 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 FUND UNITS--Unitholders may redeem Units of the Fund
evidenced by their Statements of Account or Fund Unit 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
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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 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 of Designated Beneficiaries shall not be entitled to
receive any such payment without the surrender of the certificate or
certificates evidencing such Units 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 resuiting 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
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.
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20. STATEMENTS AND REPORTS TO UNITHOLDERS- The Trustees shall, within an
reasonable time after the completion of each annual audit, mail a copy of
the report of the auditor to each Unitholder.
In addition to the foregoing, the Trustees may from time to time furnish
Unitholders with such other reports and information as they may deem
necessary or advisable.
21. 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 any Unitholder 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 case of any such
termination, the Trustees shall, at the same time, direct such Unitholder
to surrender to the Unitholder Servicing Agent any certificates he or she
holds evidencing his or her ownership of Units and thereafter the Trustees
shall be discharged from all other obligations hereunder. Each outstanding
certificate for Fund Units 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 Fund 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 or, if less, 67 percent
of the Fund Units represented at a meeting at which holders of at least a
majority of Fund Units are represented.
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 Fund 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.
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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 Trustee
/s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
▇. ▇▇▇▇▇▇▇ Fu11james, Trustee
/s/ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Trustee
May 16, 1977
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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
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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
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IN WITNESS WHEREOF, the undersigned have executed this Consent as of the
lst day of July, 1989.
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Original in Elfin Trusts' Minute Book
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