SUB-ITEM 77Q1(e)(1): New Investment Advisory Contract
INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT
BETWEEN
SSGA FUNDS MANAGEMENT, INC.
AND
GE INVESTMENTS FUNDS, INC.
This Investment Advisory and Administration Agreement (the "Agreement") is
made as of this 1st day of July, 2016, between GE INVESTMENTS FUNDS, INC. (the
"Company") on behalf of the various classes of its capital stock listed on
Appendix A, as it may be amended from time to time by the parties (each, a
"Fund" and collectively, the "Funds"), and SSGA Funds Management, Inc., a
Massachusetts corporation ("SSGA FM").
WHEREAS, the Company is corporation incorporated under the laws of the
Commonwealth of Virginia on May 14, 1984 and registered under the Investment
Company Act of 1940, as amended (the "1940 Act") as an open-end management
investment company;
WHEREAS, SSGA FM is in the business of providing investment advisory and
administrative services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, the Company desires to retain SSGA FM to render investment advisory
and administrative services to the Company with respect to each of the Funds,
and SSGA FM is willing to render such services;
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the Company and SSGA FM agree as follows:
1. Appointment.
(a)The Company hereby appoints SSGA FM to act as investment adviser and
administrator to the Funds for the period and on the terms set forth in
this Agreement. SSGA FM accepts such appointment and ▇▇▇▇▇▇ agrees to
render the services herein set forth, for the compensation herein
provided. The Company warrants that SSGA FM has been duly appointed to
act hereunder.
(b)If the Company at any time establishes one or more classes of capital
stock other than the Funds already listed in Appendix A at the time with
respect to which it desires to retain SSGA FM to render advisory and
administrative services hereunder, it shall so notify SSGA FM. If SSGA
FM is willing to render such services, then the Company and SSGA FM
shall amend Appendix A to include such class or classes, and such class
or classes shall thereupon become Funds under this Agreement. The
compensation payable by any such new Fund to SSGA FM shall be set forth
on Appendix A.
2. Services as Investment Adviser and Administrator.
(a) SSGA FM will recommend to the Board of Directors of the Company (the
"Board") certain individuals to fill certain officer positions of the
Funds. Upon receipt of such recommendations the Board will vote upon
the appointment of such individuals to the positions for which they
were recommended and the Company will advise SSGA FM as to whether or
not they have been so appointed.
(b) Subject to the oversight and supervision of the Board, and subject to
Section 2(g) of this Agreement with respect to any Fund advised by one
or more sub-advisers, SSGA FM agrees to provide a continuous
investment program for each Fund's assets, including investment
research and management, and will determine from time to time what
investments or securities will be purchased, retained or sold by each
Fund (including any income earned thereon and increments in the value
thereof), and what portion of the assets will be invested or held
uninvested as cash. SSGA FM will place purchase and sale orders for
the Fund's investments. SSGA FM will provide services under this
Agreement in accordance with each Fund's investment objectives,
policies and restrictions as stated in the Company's current
Registration Statement on Form N-lA, as amended from time to time (the
"Registration Statement").
(c) The Company has furnished or will furnish SSGA FM with copies of the
Registration Statement, its articles of incorporation and by-laws as
currently in effect and agrees during the continuance of this
Agreement to furnish SSGA FM with copies of any amendments or
supplements thereto before or at the time such amendments or
supplements become effective. SSGA FM may rely on all documents
furnished to it by the Company, and shall not be required to comply
with any such document until the document has been furnished to it or
SSGA FM otherwise receives notice of the application of such document
to the provision of its services hereunder in connection with its
provision such services.
(d) Subject to the oversight and supervision of the Board, SSGA FM agrees
to serve as administrator to the Company and each Fund and, in this
capacity, will: (i) insure the maintenance of the books and records of
the Funds (including those required to be maintained or preserved by
Rules 31a-1 and 31a-2 under the 1940 Act); (ii) prepare reports to
shareholders of the Funds, (iii) prepare and file tax returns for the
Funds; (iv) assist with the preparation and filing of reports and the
Registration Statement with the Securities and Exchange Commission
(the "Commission"); (v) provide appropriate officers for the Company,
including a Secretary or Assistant Secretary; (vi) provide
administrative support necessary for the Board to conduct meetings;
and (vii) supervise and coordinate the activities of other service
providers to the Company, including independent auditors, legal
counsel, custodians, accounting service agents, and transfer agents.
SSGA may from time to time, in its discretion and with the approval of
the Board, delegate certain of its administrative responsibilities
under this Agreement in respect of any Fund to one or more qualified
companies.
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(e) SSGA FM will, at its own expense, maintain sufficient staff, and
employ or retain sufficient personnel and consult with any other
persons that it determines may be necessary or useful to the
performance of its obligations under this Agreement.
(f) SSGA FM will keep the Board informed of developments materially
affecting any Fund, and will, on its own initiative, furnish the Board
from time to time with whatever information and reports that the Board
reasonably requests as appropriate for this purpose.
(g) SSGA FM may from time to time, in its discretion and with the approval
of the Board, delegate certain of its investment advisory
responsibilities under this Agreement in respect of any Fund to one or
more qualified companies (each, a "sub-adviser"), each of which is
registered under the Advisers Act provided that the separate costs of
employing such sub-advisers and of the sub-advisers themselves are
borne by SSGA FM or the sub-adviser and not by such Fund. Unless the
Board specifies otherwise in connection with its approval of any such
delegation or unless any agreement pursuant to which such delegation
is effected specifies otherwise, (i) the obligation of SSGA FM in
respect of the activities of any such sub-adviser shall be to provide
to the Board its recommendation as to the selection and compensation
of the sub-adviser and as to the periodic renewal of the sub-advisory
agreement with the sub-adviser, and to oversee generally the
performance by such sub-adviser of its obligations to the Fund in
question over time (which oversight may include periodic review of
policies and procedures of the sub-adviser but will not include
approval of or responsibility for specific investment decisions by the
sub-adviser) and to report to the Board periodically as to its
evaluation of the performance of such sub-adviser and as to the nature
and scope of such general oversight, in accordance with the standard
of care set out in Section 8 below, and (ii) assuming compliance by
SSGA FM with its obligations under clause (i), SSGA FM shall not be
responsible or have any liability for any investment decision or any
other act or omission on the part of any sub-adviser, including
without limitation any error or mistake of judgment on the part of the
sub-adviser or failure by the sub-adviser to comply with any policies,
procedures, guidelines, or objectives of any Fund.
(h) Unless the Company gives written instructions to the contrary, SSGA FM
shall vote or not vote all proxies solicited by or with respect to the
issuers of securities in which assets of any Fund may be invested.
SSGA FM shall use its best good faith judgment to vote or not vote
such proxies in a manner which best serves the interests of the
Company's shareholders. The Company has received and reviewed the
proxy guidelines of SSGA FM, which indicate how SSGA FM will vote.
3. Execution of Transactions.
Unless otherwise set forth in the Registration Statement or directed by the
Trust, SSGA FM will, in selecting brokers or dealers to effect transactions
on behalf of the Funds, seek the best overall terms available. In so doing,
SSGA FM may consider the breadth of the
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market for the investment, the price of the security, the size and
difficulty of the order, the willingness of the broker or dealer to
position, the reliability, financial condition and execution and operational
capabilities of the broker or dealer, and the reasonableness of the
commission or size of the dealer's "spread," if any, for the specific
transaction and on a continuing basis. SSGA FM may also consider brokerage
and research services provided to the Funds and/or other accounts over which
SSGA FM or its affiliates exercise investment discretion. The Company
recognizes the desirability of SSGA FM's having access to supplemental
investment and market research and security and economic analyses provided
by brokers and that those brokers may execute brokerage transactions at a
higher cost to a Fund than would be the case if the transactions were
executed on the basis of the most favorable price and efficient execution.
To the extent permitted by applicable law and regulations, SSGA FM shall not
be deemed to have acted unlawfully or to have breached any duty created by
this Agreement or otherwise solely by reason of its having caused a Fund to
pay a broker or dealer that provides brokerage and research services to SSGA
FM an amount of commission for effecting a portfolio investment transaction
in excess of the amount of commission that another broker or dealer would
have charged for effecting that transaction, if SSGA FM determines in good
faith that such amount of commission was reasonable in relation to the value
of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or SSGA FM's overall
responsibilities with respect to the Fund and to other clients of SSGA FM as
to which SSGA FM exercises investment discretion. The Company hereby agrees
that any entity or person associated with SSGA FM which is a member of a
national securities exchange is authorized to effect any transaction on such
exchange for the account of any Fund which is permitted by Section 11(a) of
the Securities Exchange Act of 1934, as amended.
In any case in which there are two or more sub-advisers responsible for
providing investment advice to a Fund, SSGA FM may enter into a transaction
on behalf of the Fund with a sub-adviser of the Fund (or an affiliated
person of such sub-adviser) in reliance on Rule 10f-3, Rule 17a-10, or Rule
12d3-1 under the 1940 Act, only if (i) SSGA FM is responsible for providing
investment advice with respect to a portion of the portfolio of the Fund,
the assets of which portion are involved in the contemplated transaction,
and (ii) the sub-adviser is responsible for providing investment advice with
respect to a separate portion of the portfolio of the Fund.
4. Costs and Expenses.
(a) SSGA FM will bear the cost of rendering the services it is obligated
to provide under this Agreement and will provide the Company with all
executive, administrative, clerical and other personnel necessary for
the investment and administrative operations of the Funds and will pay
salaries and other employment-related costs of employing these
persons. SSGA FM will furnish the Company and the Funds with office
space, facilities, and equipment and will pay the day-to-day expenses
related to the operation of such space, facilities and equipment.
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(b) Each Fund shall be responsible for paying all expenses that it may
incur in its operation and all of the general administrative expenses
allocable to each except those expressly assumed by SSGA FM above.
These include, by way of description and not of limitation, any share
redemption expenses, shareholder servicing costs (including allocable
personnel and telephone expenses), the expenses of any shareholder
servicing plan and/or distribution plan adopted by the Board pursuant
to Rule 12b-1 under the 1940 Act, the costs of custody, transfer
agency and recordkeeping services in connection with any Fund;
brokerage fees and commissions; taxes; registration costs of each Fund
and its shares under Federal and state securities laws; the cost and
expense of printing, including typesetting and distributing of a
prospectus describing a Fund and supplements to that prospectus to
regulatory authorities and the Fund's shareholders; all expenses
incurred in conducting meetings of a Fund's shareholders and meetings
of the Board relating to a Fund, including fees paid to members of the
Board who are not interested persons of the Company; all expenses
incurred in preparing, printing and mailing proxy statements and
reports to shareholders of a Fund; fees and travel expenses of members
of the Board or members of any advisory board or committee who are not
interested persons of the Company; all expenses incident to any
dividend, withdrawal or redemption options provided to Fund
shareholders; charges and expenses of any outside service used for
pricing a Fund's portfolio securities and calculating the net asset
value of a Fund's shares; fees and expenses of legal counsel,
including counsel to the members of the Board who are not interested
persons of the Company and independent auditors; membership dues of
industry associations; interest on Fund borrowings; postage; insurance
premiums for coverage of property or personnel (including officers and
Directors) of the Company; extraordinary expenses (including, but not
limited to, legal claims and liabilities and litigation costs and any
indemnification relating thereto); and all other costs of a Fund's
operations.
5. Compensation. In consideration of services rendered and the expenses paid by
SSGA FM pursuant to this Agreement, the Company will pay SSGA FM on the
first business day of each month a fee calculated as a percentage of the
average daily net assets of each Fund during the previous month at the
annual rate set forth on Appendix A. For the purpose of determining fees
payable to SSGA FM under this Agreement, the value of each Fund's net assets
will be computed in the manner described in the Registration Statement.
6. Services to Other Companies or Accounts.
(a) The Company understands and acknowledges that SSGA FM now acts and will
continue to act as investment manager or adviser to various fiduciary
or other managed accounts ("Other Accounts"), and the Company has no
objection to SSGA FM's so acting, so long as when a Fund and any Other
Account served by SSGA FM are prepared to invest in, or desire to
dispose of the same security, available investments or opportunities
for sales will be allocated in a manner believed by SSGA FM to be fair
and equitable to the Fund and the Other Account. In addition, the
Company understands and acknowledges that SSGA FM may, to
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the extent permitted by applicable laws and regulations, aggregate
securities to be sold or purchased for any Fund with those to be sold
or purchased for Other Accounts so long as the securities purchased or
sold, as well as the expenses incurred in the transaction, will be
allocated in a manner believed by SSGA FM to be equitable to the
Company and the Other Accounts. The Company recognizes that, in some
cases, the above procedures may adversely affect the price paid or
received by a Fund or the size of the position obtained or disposed of
by a Fund.
(b) It is agreed that SSGA FM may use any supplemental investment research
and other services provided by brokers or dealer obtained for the
benefit of a Fund or the Company in providing investment advice to
Other Accounts.
(c) The Company understands and acknowledges that the persons employed by
SSGA FM to assist in the performance of its duties under this
Agreement will not devote their full time to that service and agrees
that nothing contained in this Agreement will be deemed to limit or
restrict the right of SSGA FM or any affiliate of SSGA FM to engage in
and devote time and attention to other businesses or to render
services of whatever kind or nature.
7. Continuance and Termination of the Agreement.
(a) This Agreement will become effective as of the date hereof and will
continue for an initial two-year term and will continue thereafter so
long as the continuance is specifically approved at least annually
(a) by the Board or (b) by a vote of a majority of the Fund's
outstanding voting securities, as defined in the 1940 Act, provided
that in either event the continuance is also approved by a majority of
the Directors who are not "interested persons" (as defined in the 1940
Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on the approval.
(b) This Agreement is terminable without penalty, by the Company on behalf
of a Fund on not more than 60 nor less than 30 days' written notice to
SSGA FM, by vote of holders of a majority of the Fund's outstanding
voting securities, as defined in the 1940 Act, or by SSGA FM on not
more than 60 nor less than 30 days' notice to the Company.
(c) This Agreement will terminate automatically in the event of its
assignment (as defined in the 1940 Act, the rules adopted under the
1940 Act or Commission staff interpretations thereof).
8. Limitation of Liability.
(a) SSGA FM will exercise its best judgment in rendering the services
described in this Agreement, except that SSGA FM will not be liable
for any error of judgment or mistake of law or for any loss suffered
by any Fund in connection with the matters to which this Agreement
relates, other than a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of SSGA FM in the performance of
its duties or from reckless disregard by it of its obligations and
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duties under this Agreement or to the extent specified in
Section 36(b) of the 1940 Act concerning loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for
services. For purposes of this Agreement, any person, even though also
an officer, director, employee or agent of SSGA FM, who may be or
become an officer, Director, employee or agent of the Company, will be
deemed, when rendering services to the Company or acting on any
business of the Company, to be rendering services to, or acting solely
for, the Company and not as an officer, director, employee or agent,
or one under the control or direction of, SSGA FM even though paid by
SSGA FM; provided, however, that nothing herein shall have any effect
on any insurance policy to which SSGA FM or any of its affiliates are
parties and under which any such persons are beneficiaries.
(b) The obligations of the Company under this Agreement will not be
binding upon any of the Board, shareholders, nominees, officers,
employees or agents, whether past, present or future, of the Company,
individually, but are binding only upon the assets and property of the
Company. The execution and delivery of this Agreement have been
authorized by the Board, and signed by an authorized officer of the
Company, acting as such, and neither the authorization by the Board
nor the execution and delivery by the officer will be deemed to have
been made by any of them individually or to impose any liability on
any of them personally, but will bind only the property of the Company.
9. No Third Party Beneficiaries.
No person other than the Company and SSGA FM is a party to this Agreement or
shall be entitled to any right or benefit arising under or in respect of
this Agreement; there are no third-party beneficiaries of this Agreement.
Without limiting the generality of the foregoing, nothing in this Agreement
is intended to, or shall be read to, (i) create in any person other than the
Fund in question (including without limitation any shareholder in any Fund)
any direct, indirect, derivative, or other rights against SSGA FM, or
(ii) create or give rise to any duty or obligation on the part of SSGA FM
(including without limitation any fiduciary duty) to any person other than
the Fund in question, all of which rights, benefits, duties, and obligations
are hereby expressly excluded.
10.Choice of Law.
This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts and any applicable federal law.
11.Exclusive Forum.
Exclusive jurisdiction over any action, suit, or proceeding under, arising
out of, or relating to this Agreement shall lie in the federal and state
courts within the Commonwealth of Massachusetts, and each party hereby
waives any objection it may
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have at any time to the laying of venue of any such proceedings brought in
any such courts, waives any claim that such proceedings have been brought in
an inconvenient forum, and further waives the right to object, with respect
to such proceedings, that such court does not have jurisdiction over that
party.
IN WITNESS WHEREOF, the due execution hereof as of the date first above
written.
Attest: GE INVESTMENTS FUNDS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
---------------------------------- ---------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Secretary Title: President and Director
Attest: SSGA FUNDS MANAGEMENT, INC.
By: By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------- ---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
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Appendix A
No. Name of Fund Annual Rate Percentage
--- ----------------------------------- -----------------------------------
1 Income Fund 0.50%
2 Total Return Fund 0.35%
3 Real Estate Securities Fund 0.85% of the first $100,000,000;
0.80% of the next $100,000,000 and
0.75% of amounts in excess of
$200,000,000
4 Core Value Equity Fund 0.65%
5 Small Cap Equity Fund 0.95%
6 U.S. Equity Fund 0.55%
7 Premier Growth Equity Fund 0.65%
8 S&P 500 Index Fund 0.25%
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