GE FUNDS
AMENDED AND RESTATED
SHAREHOLDER SERVICING AND DISTRIBUTION AGREEMENT
GE Investment Distributors, Inc.
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Dear Sirs:
GE Funds (the "Trust") confirms its agreement with GE Investment
Distributors, Inc.("GEID"), a corporation organized under the laws of the State
of Delaware, implementing the terms of the Amended and Restated Shareholder
Servicing and Distribution Plan (the "Plan"), adopted by the Trust with respect
to GE U.S. Equity Fund, GE Premier Growth Equity Fund, GE Value Equity Fund, GE
Mid-Cap Growth Fund, GE Mid-Cap Value Fund, GE Small-Cap Value Equity Fund, GE
Tax-Exempt Fund, GE Fixed Income Fund, GE High Yield Fund, GE Government
Securities Fund, GE Global Equity Fund, GE International Equity Fund, GE Europe
Equity Fund, GE Emerging Markets Fund and GE Strategic Investment Fund and any
other investment fund offered by the Trust in the future that adopts the Plan
(individually a "Covered Fund" and collectively the "Covered Funds"), each a
series of the Trust, pursuant to Rule 12b-1 (the "Rule") under the Investment
Company Act of 1940, as amended (the "1940 Act"). Under a multiple distribution
system adopted by the Trust, each of the Covered Funds has four classes (each a
"Class" and together the "Classes") of shares of beneficial interest ("Shares"),
designated as Class A, Class B, Class C and Class Y Shares. This Agreement is
intended to describe the shareholder servicing and distribution services to be
provided by GEID, and/or the distributor of the Covered Funds' Shares (the
"Distributor"). Those services will be provided as set out below, as follows:
SECTION 1. AMOUNT OF PAYMENTS.
(a) CLASS A SHARES. The Trust will pay GEID, with respect to each Covered
Fund, for shareholder services and distribution related services provided with
respect to the Class A Shares of the Covered Fund, an annual fee of .25% of the
value of the average daily net assets of the Covered Fund attributable to the
Class A Shares (a "Service and Distribution Fee").
(b) CLASS B SHARES. (i) The Trust will pay GEID, with respect to each Fund,
for shareholder services provided with respect to the Class B Shares of the
Covered Fund, an annual fee of .25% of the value of the average daily net assets
of the Covered Fund attributable to the Class B Shares (a "Service Fee").
(ii) The Trust will pay GEID, in addition to the Class B Service Fee, a fee
in connection with distribution related services provided with respect to the
Class B Shares of a Covered Fund (a "Distribution Fee") at the annual rate of
..75% of the value of the average daily net assets of the Covered Fund
attributable to the Class B Shares.
(c) CLASS C SHARES. (i) The Trust will pay GEID, with respect to each Fund,
for shareholder services provided with respect to the Class C Shares of the
Covered Fund, an annual fee of .25% of the value of the average daily net assets
of the Covered Fund attributable to the Class C Shares (a "Service Fee").
(ii) The Trust will pay GEID, in addition to the Class C Service Fee, a fee
in connection with distribution related services provided with respect to the
Class C Shares of a Covered Fund (a "Distribution Fee") at the annual rate of
..75% of the value of the average daily net assets of the Covered Fund
attributable to the Class C Shares.
(d) The fees to be paid with respect to the Covered Funds under this
Agreement will be calculated daily and paid monthly by the Trust with respect to
the foregoing Classes of the Covered Funds' Shares at the annual rates indicated
above.
SECTION 2. SERVICES PROVIDED UNDER THE AGREEMENT.
The fees payable with respect to each Class of a Covered Fund for
shareholder services are intended to compensate GEID, or enable GEID to
compensate other persons ("Service Providers") for providing ongoing servicing
and/or maintenance of the accounts of shareholders of the Covered Fund (which is
interpreted to include shareholders of another registered investment company
which invests primarily in the Covered Fund) ("Shareholder Services") and the
fees for distribution related services are intended to compensate GEID, or
enable GEID to compensate Service Providers including any Distributor of Shares
of the Covered Fund, for providing services that are primarily intended to
result in, or that are primarily attributable to, the sale of shares of the
Covered Fund ("Selling Services"). "Shareholder Services" as used in this
Agreement mean all forms of shareholder liaison services, including, among other
things, one or more of the following: providing shareholders of a Covered Fund
(and shareholders of a registered investment company investing in a Covered
Fund) with (i) information on their investments; (ii) general information
regarding investing in mutual funds; (iii) periodic newsletters containing
materials relating to the Covered Fund or to investments in general in mutual
funds; (iv) periodic financial seminars designed to assist in the education of
shareholders with respect to mutual funds generally and the Covered Fund
specifically; (v) access to a telephone inquiry center relating to the Covered
Fund; and (vi) any other similar services not otherwise required to be provided
by the Trust's custodian or transfer agent. "Selling Services" include, but are
not limited to: the printing and distribution to prospective investors in the
Covered Fund of prospectuses and statements of additional information that are
used in connection with sales of Class A Shares, Class B Shares and Class C
Shares of the Covered Fund; the preparation, including printing, and
distribution of sales literature and media advertisements relating to the Class
A Shares, Class B Shares or Class C Shares of the Covered Fund; and distributing
shares of the Class A Shares, Class B Shares or Class C Shares of Covered Fund.
In providing compensation for Selling Services in accordance with the Plan, GEID
is expressly authorized (i) to make, or cause to be made, payments reflecting an
allocation of overhead and other office expenses related to the distribution of
the Class A Shares, Class B Shares or Class C Shares of a Covered Fund; (ii) to
make, or cause to be made, payments, or to provide for the reimbursement of
expenses of, persons who provide support services in connection with the
distribution of the Class A Shares, Class B Shares or Class C Shares of the
Covered Fund; and (iii) to make, or cause to be made, payments to broker-dealers
who have sold Class A Shares, Class B Shares or Class C Shares of the Covered
Fund. Fees payable by Class A Shares may be used to pay for either shareholder
services or distribution related services.
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SECTION 3. APPROVAL BY TRUSTEES.
This Agreement will not take effect with respect to any Class of a Covered
Fund until approved by a majority vote of (a) the full Board of Trustees of the
Trust and (b) those Trustees who are not interested persons of the Trust and who
have no direct or indirect financial interest in the operation of the Plan or in
this Agreement (the "Independent Trustees"), cast in person at a meeting called
for the purpose of voting on this Agreement.
SECTION 4. CONTINUANCE OF AGREEMENT.
This Agreement will continue in effect with respect to a Covered Fund from
year to year so long as its continuance is specifically approved annually by
vote of the Trust's Board of Trustees in the manner described in Section 3
above.
SECTION 5. TERMINATION.
(a) This Agreement may be terminated with respect to any Class of a Covered
Fund at any time, without the payment of any penalty, by vote of a majority of
the Independent Trustees or by vote of a majority of the outstanding voting
securities of the Class on not more than 60 days' written notice to GEID. This
Agreement may remain in effect with respect to a particular Class of the Covered
Fund even if the Agreement has been terminated in accordance with this Section 5
with respect to any other Class of the Covered Fund.
(b) This Agreement will terminate automatically in the event of its
assignment.
SECTION 6. SELECTION OF CERTAIN TRUSTEES.
While this Agreement is in effect with respect to any Class of a Covered
Fund, the selection and nomination of the Trust's Trustees who are not
interested persons of the Trust will be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.
SECTION 7. WRITTEN REPORTS.
GEID agrees that, in each year during which this Agreement remains in
effect with respect to a Covered Fund, GEID will prepare and furnish to the
Trust's Board of Trustees, and the Board will review, at least quarterly,
written reports, complying with the requirements of the Rule, that set out the
amounts expended under this Agreement and the purposes for which those
expenditures were made.
SECTION 8. PRESERVATION OF MATERIALS.
The Trust will preserve copies of this Agreement and any report made
pursuant to Section 7 above, for a period of not less than six years (the first
two years in an easily accessible place) from the date of this Agreement.
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SECTION 9. MEANING OF CERTAIN TERMS.
As used in this Agreement, the terms "interested person" and "majority of
the outstanding voting securities" will be deemed to have the same meaning that
those terms have under the 1940 Act and the rules and regulations under the 1940
Act, subject to any exemption that may be granted to the Trust under the 1940
Act by the Securities and Exchange Commission.
SECTION 10. FILING OF DECLARATION OF TRUST.
The Trust represents that a copy of its Declaration of Trust, dated as of
August 10, 1992, as amended from time to time (the "Declaration of Trust"), is
on file with the Secretary of The Commonwealth of Massachusetts and with the
Boston City Clerk.
SECTION 11. LIMITATION OF LIABILITY.
The obligations of the Trust under this Agreement will not be binding upon
any of the Trustees, shareholders, nominees, officers, employees or agents,
whether past, present or future, of the Trust, individually, but are binding
only upon the assets and property of the Trust, as provided in the Declaration
of Trust. The execution and delivery of this Agreement have been authorized by
the Trustees of the Trust, and signed by an authorized officer of the Trust,
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 the Trust as provided in the Declaration of Trust. No
Covered Fund will be liable for any claims against any other Covered Fund.
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SECTION 12. EFFECTIVE DATE.
This Agreement has been executed by the Trust with respect to the Covered
Funds as of the close of business on September 17, 1999 and will become
effective with respect to a particular Class of a Covered Fund as of the date on
which interests in that Class are first offered to or held by the public.
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If the terms and conditions described above are in accordance with your
understanding, kindly indicate your acceptance of this Agreement by signing and
returning to us the enclosed copy of this Agreement.
Very truly yours,
GE FUNDS
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
Accepted:
GE INVESTMENT DISTRIBUTORS, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
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