Exhibit 99.B6(b)
GE INSTITUTIONAL FUNDS
SHAREHOLDER SERVICING AND DISTRIBUTION AGREEMENT
GE Investment Management Incorporated
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Dear Sir or Madam:
GE Institutional Funds (the "Trust") confirms its agreement with GE
Investment Management Incorporated ("GEIM"), a corporation organized under the
laws of the State of Delaware, implementing the terms of the Shareholder
Servicing and Distribution Plan (the "Plan"), adopted by the Trust with respect
to the Emerging Markets Fund, International Equity Fund, Mid-Cap Growth Fund,
Premier Growth Equity Fund, Value Equity Fund, U.S. Equity Fund, S&P 500 Index
Fund, Strategic Investment Fund, Income Fund and Money Market 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"). Each of the Covered Funds has
two classes of shares of beneficial interest ("Shares"), designated as the
Investment Class and the Service Class, respectively. This Agreement is intended
to describe the shareholder servicing and distribution services to be provided
by GEIM, and/or any 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) The Trust will pay GEIM, with respect to the Service Class Shares of
each Covered Fund, for shareholder and distribution-related services provided to
that class of Shares, an annual fee of .25% of the value of the average daily
net assets of the Covered Fund attributable to the Service Class Shares (the
"Service and Distribution Fee").
(b) The Service and Distribution Fee 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 Service Class Shares of the Covered Funds at the
annual rate indicated above.
SECTION 2. SERVICES PAYABLE UNDER THE AGREEMENT.
The Service and Distribution Fee payable with respect to the Service Class
Shares of a Covered Fund is intended to compensate GEIM, or enable GEIM to
compensate other persons ("Service Providers"), for providing ongoing servicing
and/or maintenance of the accounts of shareholders of the Covered Fund
("Shareholder Services") and to compensate
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GEIM, or enable GEIM 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
Service Class Shares of the Covered Fund ("Selling Services"). "Shareholder
Services" as used in this Agreement means all forms of shareholder liaison
services, including, among other things, providing record and/or beneficial
holders of Service Class shares of a Covered Fund with one or more of the
following: (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; (vi) sub-accounting and sub-account maintenance, servicing and transaction
processing and (vii) other similar services not otherwise required to be
provided by the Trust's custodian or transfer agent. "Selling Services" as used
in this Agreement 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 Service Class
Shares of the Covered Fund; the preparation, including printing, and
distribution of sales literature and media advertisements relating to the
Service Class Shares of the Covered Fund; and distributing Service Class Shares
of the Covered Fund. In providing compensation for Selling Services in
accordance with this Agreement, GEIM 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 Service Class 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 Service Class Shares of the Covered Fund; and (iii)
to make, or cause to be made, payments to financial intermediaries who have sold
Service Class Shares of the Covered Fund.
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.
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SECTION 5. TERMINATION.
(a) This Agreement may be terminated with respect to the Service Class
Shares 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 Service Class on not more than 60 days'
written notice to GEIM.
(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 the Service Class Shares
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.
GEIM agrees that, in each year during which this Agreement remains in
effect with respect to a Covered Fund, GEIM 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.
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 CERTIFICATE OF TRUST.
The Trust represents that a copy of its Certificate of Trust, dated as of
May 23, 1997, as amended from time to time, is on file with the Secretary of
State of the State of Delaware.
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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 Trust's
Declaration of Trust, dated as of August 29, 1997 (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.
SECTION 12. EFFECTIVE DATE.
This Agreement has been executed by the Trust with respect to the Covered
Funds as of October 16, 1997 and will become effective with respect to the
Service Class Shares of a Covered Fund as of the date on which interests in the
Service Class Shares 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 INSTITUTIONAL FUNDS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
Accepted:
GE INVESTMENT MANAGEMENT INCORPORATED
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
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