Exhibit (a)
ELFUN MONEY MARKET
FUND AGREEMENT
This instrument, originally made as of the 15th day of July l989, is to
evidence that:
WHEREAS, a number of the members of the Elfun Society have expressed a
desire to invest personal funds in a money market mutual fund (the "Fund"), and
WHEREAS, it has been agreed that such a fund be established for the benefit
of members of the Elfun Society, the persons and entities listed in Paragraph 3
below and members of their immediate families; and
WHEREAS, Xxxx X. Xxxx, Xxxxxx X. Xxxx, Xxxx X. Xxxxx, Xxxx X. Xxxxx and
Xxxxxxx X. Xxxxxxxx have agreed to act as trustees of the Fund (the "Trustees");
and
WHEREAS, it is desirable that the uses and purposes applicable to the Fund
and the powers and duties of the Trustees and the rights, interests and
privileges of the beneficiaries of the Fund be set forth,
NOW, THEREFORE, it is agreed that the provisions, terms and conditions
governing the Fund shall be as follows:
1. Name. The Fund shall be known as the ELFUN MONEY MARKET FUND.
2. Purpose of the Fund. The purpose of the Fund shall be: (i) to issue units
(the "Units") evidencing ownership interest in the Fund; (ii) to receive,
hold, invest, reinvest and disburse the monies received from the Fund
participants (the "Unitholders") upon the purchase of the 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 ownership of
its assets; and (iv) to redeem and transfer Units.
3. Persons and Entities Eligible to Participate in the Fund. Regular and
senior members of the Elfun Society and their immediate families and trusts
established for the exclusive benefit of such members, the surviving spouse
of a deceased Elfun member, General Electric Company, its subsidiary and
controlled companies, 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 (the "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. Except as otherwise 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
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 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 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;
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(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.
Any document necessary or appropriate to effectuate or implement any act or
agreement of the Trustees or any such Trustee or committee of Trustees may
be executed by any Trustee and when so executed such document shall
constitute a valid, binding and enforceable act or agreement of the
Trustees and the Fund. Without further inquiry as to the authority of a
Trustee to bind the Fund, persons or entities may rely upon the execution
of any document by any Trustee as constituting the valid, binding and
enforceable act or agreement of the Trustees and 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
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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 (individually, a "Custodian" and collectively, the "Custodians").
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 (individually, an "Adviser" and
collectively, the "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
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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 (individually, an "Agent" and
collectively, the "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 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 initially be five,
provided, however, that such number may be increased or decreased from time
to time; provided, further, that there shall never be fewer than three and
no more than eleven. 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 by them, they shall become and constitute Trustees of this Fund.
Any Trustee may at any time resign from the Fund by giving written notice
thereof 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. Trustees shall hold office until their resignation, removal, death
or the appointment of their successor.
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
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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 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. While Trustees who are also General Electric Company employees will
serve without compensation, the Fund will be required to reimburse the
portion of the remuneration such Trustees receive from General Electric
Company which is allocable to the time they spend on Fund matters.
Compensation of the Trustees as provided herein, of any agent, 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 person acting in a like capacity and familiar with
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such matters would use in the conduct of an enterprise of like character
and with like aims.
12. Statements of Account. The Agent will issue to each Unitholder a statement
of account (the "Statement of Account") showing the number of Units of 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.
Units issued by the Trustees on the first purchase of Units from the Fund
when it commences operations, shall each be valued at One Dollar ($1.00)
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 below.
Each Unit 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 this Agreement, as described in
Paragraph 23 below, and with respect to 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 had been previously 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.
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13. Transfer of Units. Unitholders may transfer their interest in the Fund, in
whole or in part, to a member of their immediate family or to a trust for
the exclusive benefit of a member of their immediate family 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 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 to (i) 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) rescind or change the designation of the 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 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
below.
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:
Date: ________________
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FOR VALUE RECEIVED, the undersigned Unitholder of the Elfun Money Market
Fund, hereby assigns to _____________________ the right to redeem the
interest of the Unitholder in such Fund to the extent of _________ Units,
and, when such right is exercised, to receive the distributive share of
such Fund represented by such 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 pursuant to the provisions of
Paragraph 22 below, such assignee shall be entitled, on the surrender of a
duly executed Assignment and Right of Redemption form, to receive the
distributive share in the 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 to the trustee of a trust created by such
Unitholder exclusively for the owner's benefit, but said Units 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 issued or assigned
to such trustee may be assigned to 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 Agent.
Units issued to the trustee or trustees of any trust heretofore or
hereafter created by the General Electric Company or any subsidiary or
controlled corporation 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
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any action in the courts or otherwise against the Fund or the Trustees;
provided, however, the right of redemption provided for in Paragraph 16
below 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 such Paragraph 16.
15. Value of Units - How Determined. The net asset value (the "Net Asset
Value") of the Units shall be determined at the close of the Fund's
business day which coincides with the closing of the New York Stock
Exchange. 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, their personal representatives, heirs, legatees, distributees
and Designated Beneficiaries. Securities held by the Fund for which market
quotations are readily available shall be valued, in the Trustees'
discretion, either (i) 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 or (ii)
in accordance with rules promulgated by the Securities and Exchange
commission (the "Commission") on the basis of amortized cost. Securities or
other assets for which market quotations are not readily available shall be
(i) 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 or (ii) valued on the basis of amortized cost.
16. Redemption of Units. Unitholders may redeem Units of the Fund, either in
whole or in part, by delivering a redemption form, duly executed and in
form satisfactory to the Trustees to the 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 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 Commission so that disposal of the Fund's investments or
determination of its Net Asset Value is not reasonably practicable or (b)
the Commission, by order, has otherwise provided for or permitted such
suspension or postponement.
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17. Payment in Cash. Any payment made to Unitholders pursuant to the provisions
of this 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 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, capital gains
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 end 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 such audit report shall be filed with
the Trustees. Such audit report shall show the Net Asset Value of the Units
outstanding as of the 31st day of December of such calendar year and shall
show other matters as the Trustees may require.
20. Reports to Unitholders. The Trustees shall, within a reasonable time after
the completion of each annual audit, mail a copy of the audit 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 to
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terminate this Fund, in whole or in part, and to redeem certain Unitholders
in order to comply with certain other sections of this Agreement 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 such 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 such status of the Fund.
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 50% of the outstanding Units or, if less, 67% of the Units
represented at a meeting if the holders of more than 50% of the outstanding
Units are present or represented by proxy.
24. Situs and Choice of Law. 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 such
State.
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IN WITNESS WHEREOF, Xxxx X. Xxxx, Xxxxxx X. Xxxx, Xxxx X. Xxxxx, Xxxx X.
Xxxxx and Xxxxxxx X. Xxxxxxxx have executed this Agreement to evidence their
acceptance of the duties of the Trustees under and pursuant to the foregoing
terms and conditions.
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, Chairman of the Trustees
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Trustee
/s/ Xxxx X. Xxxxx
--------------------------------------
Xxxx X. Xxxxx, Trustee
/s/ Xxxx X. Xxxxx
--------------------------------------
Xxxx X. Xxxxx, Trustee
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxx, Trustee
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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.
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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:
Xxxxxx X. Xxxx
Xxxxxxx X. Xxxxxxxx
Xxxx X. Xxxx
Xxxx X. Xxxxx
Xxxx X. Xxxxx
3. RESOLVED, that the following individuals are hereby elected as
officers of the Elfun Funds as indicated below:
Xxxx X. Xxxx - Chairman of Trustees - Elfun Funds
Xxxx X. Xxxxx - Secretary - Elfun Funds
Xxxxx X. Xxxxxxx - Manager - Elfun Trusts
Xxxxxx X. Xxxxxx - Manager - Elfun Tax-Exempt Income Fund
Xxxxxx X. XxxXxxxxx - Manager - Elfun Income Fund
Xxxx X. Xxxxxxxxx - Manager - Elfun Global Fund
Xxxxxx X. Xxxx - Manager - Elfun Diversified Fund
Xxxxxx X. Xxxxx - Manager - Elfun Diversified Fund
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IN WITNESS WHEREOF, the undersigned have executed this Consent as of the
1st day of July, 1989.
/s/ Xxxxxx X. Xxxx
------------------------------------
Xxxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxx
------------------------------------
Xxxx X. Xxxx
/s/ Xxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxx
/s/ Xxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxx
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