SUB-ITEM 77Q1(E)(1): NEW INVESTMENT ADVISORY CONTRACT
INVESTMENT ADVISORY AGREEMENT
This Investment Advisory and Administration Agreement (the "Agreement") made
as of this 1st day of July, 2016, between each of General Electric RSP Income
Fund, formerly known as General Electric S&S Income Fund and General Electric
RSP U.S. Equity Fund, formerly known as General Electric S&S U.S. Equity Fund
(each, a "Fund"), each a New York common law trust, separately and not jointly,
and SSGA Funds Management, Inc., a Massachusetts corporation ("SSGA FM"),
WITNESSETH:
WHEREAS, each Fund is an open-end management investment company organized
under the laws of the State of New York and registered under the Investment
Company Act of 1940, as amended (the "1940 Act") and qualifies as an
"employees' securities company" within the meaning of the 1940 Act;
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, each Fund desires to retain SSGA FM to render investment advisory
and administrative services to the Fund, and SSGA FM is willing to render such
services;
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
the parties hereto agree as follows:
1. Appointment as Investment Adviser and Administrator
The Trustees hereby appoint SSGA FM to act as the Investment Adviser and
Administrator to each Fund on the terms set forth in this Agreement. SSGA FM
hereby accepts such appointment and agrees to render the services herein set
forth on the terms herein contained.
2. Services to be Performed
a. SSGA FM will recommend to the Trustees of each Fund (the "Trustees")
certain individuals to fill the positions of Manager, Secretary and, if
the Trustees so desire, Assistant Secretary and other officers of the
Fund. Upon receipt of such recommendations the Trustees will vote upon
the appointment of such individuals to the positions for which they were
recommended; and will advise SSGA FM as to whether or not they have been
so appointed.
b. Subject to the oversight and supervision of the Trustees, and subject to
Section 2(g) of this Agreement with respect to any Fund advised by a
sub-adviser, SSGA FM agrees to provide a continuous investment program
for each Fund's assets, and will manage the investment and reinvestment
of all the assets in the Fund
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from time to time (including any income earned thereon and increments in
the value thereof). Among other things, SSGA FM shall be responsible for
all investment decisions regarding purchases and sales of securities and
other property, the retention of securities, and the retention of
uninvested cash. In performing the aforesaid services to a Fund, SSGA FM
shall comply with all investment policies of the Fund in effect from
time to time and such general guidance, policies and instructions as the
Trustees may additionally establish. SSGA FM shall, in addition, make
recommendations as and when requested by the Trustees with respect to
the adoption or modification of investment policies and each Fund's
objective.
c. Unless a Fund 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 the 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 a Fund's unitholders. Each
Fund has received and reviewed the proxy guidelines of SSGA FM, which
indicate how SSGA FM will vote.
d. Subject to the supervision and direction of the Trustees, SSGA FM, as
administrator, will furnish each Fund with, or cause it to be furnished
with, statistical and research data, clerical help and accounting, data
processing, bookkeeping, internal auditing services and certain other
services required by the Fund. Without limiting the generality of the
foregoing, SSGA FM will, for each Fund:
i. prepare and distribute, or cause the Fund to prepare and
distribute, all Fund profiles, supplemental information documents
and reports, including reports to the unitholders, and such other
documents or reports which are required by Federal and state
regulatory authorities, as well as any other reports specifically
requested by the Trustees from time to time;
ii. maintain, or cause the Fund to maintain, the records of all
security transactions of the Fund required to be maintained by
applicable law or as requested by the Trustees;
iii. cooperate with the independent public accountants retained by the
Trustees in their examination of the Fund and will cooperate in any
inspection of the accounts and records by the Trustees;
iv. compute, or cause the Fund to compute, the net asset value for the
Fund in accordance with the Fund's organizational documents
(referred to herein as the "Trust Agreement") and the appendix to
the General Electric Retirement Savings Plan entitled "Rules of the
Funds" (the "Rules of the Funds");
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v. prepare, or cause the Fund to prepare, such reports to, and filings
with Federal, state or local governmental authorities, including
tax returns, as may be required by applicable law or as requested
by the Trustees;
vi. submit periodically to the Trustees, or cause the Fund to submit
periodically to the Trustees, written reports covering fund
transactions, the results of the Fund's operations, the assets and
financial condition of the Fund, and such other information in such
form and at such times as the Trustees may reasonably request; and
vii. be responsible for causing the Fund to effect adequate routines to
collect, receive and deposit all income of the Fund and other
payments to the Fund, including stock dividends, rights, warrants
and similar items, but excluding payments associated with
subscriptions and redemptions.
e. SSGA FM will keep each Fund and its respective Boards informed of
developments materially affecting the Fund, and will, on its own
initiative, furnish the Fund and its respective Boards from time to time
with whatever information SSGA FM believes is appropriate for this
purpose.
f. SSGA FM, in the performance of its duties and obligations under this
Agreement, shall act in conformity with the certain documents relating
to the Funds, as amended and including but not limited to: the Trust
Agreement, the Rules of the Funds, any disclosure statement relating to
the Fund, including the Funds' consolidated profile and supplemental
information document (together with the Rules of the Funds, the "Fund
Disclosure Documents"), any exemptive applications, notices and orders
on which a Fund relies at the time, and with any instructions and
directions of the Trustees.
g. SSGA FM may from time to time, in its discretion and with the approval
of the Trustees, delegate certain of its investment advisory
responsibilities under this Agreement in respect of either Fund to one
or more qualified companies (each, a "sub-adviser"), each of which is
registered under the Investment Advisers Act of 1940, as amended,
provided that the separate costs of employing such sub-advisers and of
the sub-advisers themselves are borne by SSGA FM or the sub-advisers and
not by the Fund in question. 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 Trustees its
recommendation as to the selection 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 Trustees
periodically as to its evaluation of the performance of such sub-adviser
and as to the nature and scope of such general oversight, in
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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.
3. Selection of Investments on Behalf of the Fund
Unless otherwise set forth in the Fund Disclosure Documents or directed by a
Fund or its respective Board, SSGA FM will, in selecting brokers or dealers
to effect transactions on behalf of a Fund, seek the best overall terms
available. In so doing, SSGA FM may consider the breadth of the 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
Fund and/or other accounts over which SSGA FM or its affiliates exercise
investment discretion. The Funds recognize 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. Each Fund 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 the
Fund which is permitted by Section 11(a) of the Securities Exchange Act of
1934, as amended.
4. Services to Other Companies or Accounts
a. Each Fund 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 and no Fund has any objection to SSGA FM's so
acting, so long as when a Fund and any account served by SSGA FM are
prepared to invest in, or desire to dispose of, the same security,
available investments or
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opportunities for sales, as well as the expenses incurred in such
transactions, will be allocated in a manner believed by SSGA FM to be
fair and equitable to the Fund and the account. Each Fund recognizes
that, in some cases, this procedure 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. Each Fund 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.
5. 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 each Fund 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
each Fund with office space, facilities, and equipment and will pay the
day-to-day expenses related to the operation of such space, facilities and
equipment.
(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 unit redemption expenses,
unitholder servicing costs (including allocable personnel and telephone
expenses), the expenses of any unitholder 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 the Fund; brokerage fees and commissions; taxes; registration costs of
the Fund and its units under Federal and state securities laws; the cost and
expense of printing, including typesetting and distributing of reports and
disclosure statements relating to the Fund, including the Fund's
consolidated profile and supplemental information document and any
supplements thereto, to regulatory authorities and the Fund's unitholders;
all expenses incurred in conducting meetings of the Fund's unitholders and
meetings of the Board relating to the Fund, including fees paid to members
of the Board who are not interested persons of the Fund, if any; all
expenses incurred in preparing, printing and mailing proxy statements and
reports to unitholders of the 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 Fund, if any; all expenses incident to any
dividend, withdrawal or redemption options provided to Fund unitholders;
charges and expenses of any outside service used for pricing the Fund's
portfolio securities and calculating the net asset value of the Fund's
units; fees and expenses of legal counsel, including counsel to the members
of the Board who are not interested persons of the Fund, if any, and
independent auditors; membership dues of industry associations; interest on
Fund borrowings; postage; insurance premiums for coverage of property or
personnel (including officers and
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Trustees) of the Fund; extraordinary expenses (including, but not limited
to, legal claims and liabilities and litigation costs and any
indemnification relating thereto); and all other costs of the Fund's
operations.
6. Compensation
In consideration of services rendered and the expenses paid by SSGA FM
pursuant to this Agreement, each Fund will pay SSGA FM within thirty
(30) days of the first business day of each month, a fee calculated as a
percentage of the average daily net assets of the Fund during the previous
month at the annual rate set forth on Appendix A.
7. Records
SSGA FM shall maintain such books and records with respect to its activities
hereunder as may be required from time to time by applicable law and as the
Trustees may, in addition, reasonably request. SSGA FM shall make available
its books and records to the Trustees and their agents, counsel and
accountants as and when requested by the Trustees for purposes of audit or
otherwise.
8. Limitation of Liability
a. SSGA FM will exercise its best judgment in rendering the services
described in this Agreement, except that SSGA FM shall not be liable,
subject to any contrary mandatory requirements of applicable law, for any
error of judgment or mistake of law or for any loss suffered by either
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 under
this Agreement or from SSGA FM's reckless disregard of its obligations
and duties under this Agreement.
b. Each Fund and SSGA FM agree that the obligations of such Fund under this
Agreement will not be binding upon any of the Trustees, unitholders,
nominees, officers, employees or agents, whether past, present or future,
of any Fund, individually, but are binding only upon the assets and
property of the Fund in question. The execution and delivery of this
Agreement have been authorized by the Trustees of the Funds, and signed
by an authorized officer of the Funds, acting as such, and neither the
authorization by the Trustees 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
trust property of each Fund.
9. Communications
All communications between SSGA FM and the Trustees may be made orally or in
writing and SSGA FM may rely on any such communications with respect to a
Fund if it believes in good faith that the same have been given to it by a
person reasonably believed by SSGA FM to have the authority to act for or on
behalf of the Fund.
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10. No Third Party Beneficiaries
No person other than the Funds 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 Funds (including without limitation any unitholder in a
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 Funds, all of which rights, benefits, duties, and obligations are
hereby expressly excluded.
11. Choice of Law
This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts and any applicable federal law.
12. 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 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.
13. Entire Agreement; Amendments; Severability
This Agreement embodies the entire understanding of the parties hereto
with respect to its subject matter, supersedes any prior or
contemporaneous agreements or understandings between the parties with
respect to such subject matter and may only be modified or amended or the
terms hereof waived by an instrument in writing signed by one person or
entity against whom such amendment, modification or waiver is sought to be
enforced. If, for any reason, any provision of this Agreement is held to
be invalid or unenforceable, the validity and enforceability of the
remaining provisions of this Agreement shall not be affected thereby.
14. Continuance and Termination
This Agreement will become effective as of the day and year first above
written and will continue from year to year thereafter so long as such
continuance is approved at least annually by the Trustees. This Agreement
may be terminated by either party hereto at any time on not more than
sixty (60) nor less than thirty (30) days' prior notice thereof to the
other party hereto. This Agreement may not be assigned or transferred by
either party hereto to any third party and any such attempted assignment
or transfer shall automatically act to terminate this Agreement. In the
event of expiration or termination of this Agreement, SSGA FM shall
transfer, or cause to be transferred, the assets allocated
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to SSGA FM, and such accounting and investment records as the Trustees may
request for continued operation of the Fund, to the person or persons
designated by the Trustees.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the
day and year first above written.
Attest: GENERAL ELECTRIC RSP INCOME FUND
By: /s/ XxxxXxx Xxxx By: /s/ Xxxxxxx Xxxxxxx
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XxxxXxx Xxxx Name: Xxxxxxx Xxxxxxx
Assistant Secretary Title: Trustee and Secretary
Attest: GENERAL ELECTRIC RSP U.S. EQUITY FUND
By: /s/ XxxxXxx Xxxx By: /s/ Xxxxxxx Xxxxxxx
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XxxxXxx Xxxx Name: Xxxxxxx Xxxxxxx
Assistant Secretary Title: Trustee and Secretary
Attest: SSGA FUNDS MANAGEMENT, INC.
By: By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President
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Appendix A
No. Name of Fund Annual Rate Percentage
--- ------------------------------------ -----------------------------------
1 RSP Income Fund 0.13%
2 RSP U.S. Equity Fund 0.12%
A-1