1. GENERAL MOTORS CORPORATION
INVESTMENT FUNDS COMMITTEE CHARTER
Purpose
The purpose of the Investment Funds Committee (IFC) of the Board of Directors of General
Motors Corporation is to serve as one of the named fiduciaries for substantially all of the defined
benefit employee benefit plans covered by the Employee Retirement Income Security Act of 1974
(ERISA) of the Corporation and certain of its subsidiaries, it being understood that others also
serve as named fiduciaries for such plans. Additionally, solely for the purposes of the Board
complying with its general oversight responsibilities, the IFC shall have the duties specified under
Section B of “Responsibilities and Duties” below with respect to the employee benefit plans
covered by ERISA of the Corporation and its subsidiaries, and report to the Board with respect to
the foregoing.
Membership
The IFC shall be comprised of no fewer than three members and shall satisfy such
independence and other requirements as shall be provided in the Corporation's Bylaws or as the
Board shall otherwise determine.
The members of the IFC and its Chair shall be appointed, and may be replaced, by the Board
upon consideration of the recommendations of the Directors and Corporate Governance
Committee. Ordinarily, changes in the IFC's composition and leadership shall be considered at
the annual organizational meeting of the Board. However, the Board reserves the authority to
make changes to the composition and leadership of the IFC at any time. IFC members and its
Chair shall serve until they are replaced, they resign, or their successors are duly qualified and
elected.
Meetings
The IFC shall meet as often as may be deemed necessary or appropriate, but no fewer than
three times annually. The IFC may ask members of management or others to attend meetings or
to provide relevant information.
The IFC shall maintain a high degree of independence both in establishing its agenda and
directly accessing various members of management.
Responsibilities and Duties
The IFC shall serve as an ERISA named fiduciary in those instances where it has been so
designated in employee benefit plans of the Corporation and its U.S. subsidiaries, it being
understood that General Motors Investment Management Corporation (GMIMCo) may have been
designated in any such plan to serve as the ERISA named fiduciary for investment purposes and
that any other named fiduciary may have been allocated responsibility as a named fiduciary in or
pursuant to the terms of any such plan. In addition, solely for the purposes of the Board
complying with its general oversight responsibilities, the IFC shall have the duties specified under
Section B below with respect to the ERISA-governed employee benefit plans of the Corporation
and its subsidiaries, it being understood that the performance of these duties does not cause the
IFC to have any of the powers of a fiduciary under ERISA with respect to any such plan.
A. In exercising its responsibilities as a named fiduciary, the IFC shall:
1. annually review the broad investment policy guidelines employed by plans as and to the
extent to which it serves as an ERISA named fiduciary and adopt revisions thereto,
including in response to any recommendations for changes therein received from the
General Motors Investment Policy Committee or GMIMCo; and
2. (i) appoint independent fiduciaries if and when appropriate who shall have full
responsibility for any defined benefit plan assets consisting of contributed
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2. employer securities or securities received in exchange therefore and (ii) monitor
the overall performance of such independent fiduciaries appointed by the IFC
(without being directly responsible for the performance of their responsibilities).
B. In exercising its general oversight responsibilities, and not in its capacity as a
named fiduciary, the IFC shall:
1. report annually to the Board regarding the discharge by GMIMCo and the other
named fiduciaries and administrators of the plans covered by ERISA of their ERISA
duties (without being directly responsible for the performance of their
responsibilities), except to the extent that the Board has assigned such reporting
obligation to another person or entity;
2. report annually to the Board on the investment activity of the covered defined
benefit plans (it being understood that the Board and management retain all
decision making authority with respect to the amount and timing of any future
funding of such plans);
3. review annually its performance (including its effectiveness and compliance with
this Charter) and the adequacy of this Charter, and make such changes therein as
appropriate; and
4. regularly report to the Board concerning the IFC's activities and findings.
The responsibilities and duties set forth above are meant to serve as a guide, with the
understanding that the IFC may diverge from the specific duties enumerated as necessary
or appropriate to the circumstances.
Committee Authority
The IFC shall undertake any other action or exercise such other powers, authority and
responsibilities as necessary or appropriate to the discharge of its responsibilities and
duties.
In discharging its responsibilities and duties, the IFC is empowered to address any
matter brought to its attention that it determines to be within the scope of its authority, with
full access to all books, records, facilities and personnel of the Corporation. The IFC has the
power to retain outside counsel or other consultants or experts for this purpose, or to advise
the IFC, and shall receive funding from the Corporation to engage such advisors.
The IFC may delegate authority to individuals or subcommittees when it deems
appropriate. However, in delegating authority it shall not absolve itself from the
responsibilities it bears under the terms of this Charter.
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