GE FUNDS
GE MID-CAP VALUE EQUITY FUND
AMENDED AND RESTATED
INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT
December 9, 1998
GE Investment Management Incorporated
0000 Xxxxxx Xxxxxx
P.O. Box 7900
Xxxxxxxx, Xxxxxxxxxxx 00000
Ladies and Gentlemen:
GE Funds, a business trust organized under the laws of The
Commonwealth of Massachusetts (the "Trust"), confirms its agreement with GE
Investment Management Incorporated ("GEIM") with respect to GEIM's serving as
the investment adviser and administrator of GE Mid-Cap Value Equity Fund (the
"Fund"), a series of the Trust. Terms not defined herein have the meanings
assigned to such terms as set forth in the Trust's Registration Statement on
Form N-1A, as amended from time to time (the "Registration Statement"). GEIM
agrees to provide services upon the following terms and conditions:
Section 1. Services as Investment Adviser and Administrator.
(a) The Trust anticipates that the Fund will employ its capital by
investing and reinvesting in investments of the type specified in the Trust's
Declaration of Trust dated August 10, 1992, as amended from time to time (the
"Declaration of Trust"), in the Trust's By-Laws, as amended from time to time
(the "By-Laws"), and in the Trust's Registration Statement, and in the manner
and to the extent approved by the Board of Trustees of the Trust. Copies of the
Registration Statement, the Declaration of Trust and the By-Laws have been
submitted to GEIM.
(b) Subject to the supervision and direction of the Trust's Board of
Trustees, GEIM, as the Fund's investment adviser, will manage the Fund's
portfolio in accordance with the investment objective and policies of the Fund
as stated in the Registration Statement, will make investment decisions for the
Fund and will place purchase and sale orders for the Fund's portfolio
transactions.
(c) Subject to the supervision and direction of the Board of Trustees,
GEIM, as administrator will (1) furnish the Trust with statistical and research
data, clerical help and accounting, data processing, bookkeeping, internal
auditing services and certain other services required by the Trust; (2) prepare
reports to the shareholders of the Funds; (3) assist in the preparation of tax
returns and reports to and filings with the Securities and Exchange Commission
(the "Commission") and state securities law authorities.
(d) GEIM will, at its own expense, maintain sufficient staff, and
employ or retain sufficient personnel and consult with any other persons that
it determines may be necessary or useful to the performance of its obligations
under this Agreement.
(e) GEIM will keep the Trust informed of developments materially
affecting the Fund, and will, on its own initiative, furnish the Trust from
time to time with whatever information GEIM believes is appropriate for this
purpose.
(f) GEIM may delegate all or a portion of its duties under this
Agreement.
Section 2. Selection of Investments on Behalf of the Fund.
Unless otherwise set forth in the Registration Statement or directed
by the Trust, GEIM will, in selecting brokers or dealers to effect transactions
on behalf of the Fund select the best overall terms available. In so doing,
GEIM may consider the breadth of the market on the security, the price of the
security, the financial condition and execution capability of the broker or
dealer, and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. GEIM may also consider brokerage and
research services provided to the Funds and/or other accounts over which GEIM
or its affiliates exercise investment discretion. The Trust recognizes the
desirability of GEIM'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 the Fund than
would be the case if the transactions were executed on the basis of the most
favorable price and efficient execution. The Trust, thus, authorizes GEIM, to
the extent permitted by applicable law and regulations, to pay higher brokerage
commissions for the purchase and sale of securities for the Fund to brokers who
provide supplemental investment and market research and security and economic
analyses, subject to review by the Trustees of the Trust and from time to time
with respect to the extent and continuation of this practice. The Trust
understands that the services provided by those brokers may be useful to GEIM
in connection with its services to other clients.
Section 3. Costs and Expenses.
GEIM will bear the cost of rendering the services it is obligated to
provide under this Agreement and will, at its own expense, pay the salaries of
all officers and employees who are employed by both it and the Trust. GEIM will
provide the Fund with investment officers who are authorized by the Trust's
Board of Trustees to execute purchases and sales of securities on behalf of the
Fund and will employ a professional staff of portfolio managers who draw upon a
variety of sources for research information for the Fund. Other expenses to be
incurred in the operation of the Fund and not specifically borne by GEIM will
be borne by the Fund, including: shareholder servicing and distribution fees
under the terms of the shareholder servicing and distribution plan adopted by
the Trust with respect to the Fund pursuant to Rule 12b-1 (the "Plan") under
the Investment Company Act of 1940, as amended (the "1940 Act"); charges and
expenses of any registrar, 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 shares under Federal
and state securities laws; the cost and expense of printing, including
typesetting, and distributing of prospectuses describing the Fund and
supplements to those
2
prospectuses to regulatory authorities and the Fund's shareholders; all
expenses incurred in conducting meetings of the Fund's shareholders and
meetings of the Trust's Board of Trustees relating to the Fund, including fees
paid to members of the Trust's Board of Trustees who are not affiliated with
GEIM or any of its affiliates; all expenses incurred in preparing, printing and
mailing proxy statements and reports to shareholders of the Fund; fees and
travel expenses of members of the Trust's Board of Trustees or members of any
advisory board or committee who are not employees of GEIM, or any of its
affiliates; all expenses incident to any dividend, withdrawal or redemption
options provided to Fund shareholders; 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 shares; fees and expenses of legal counsel,
including counsel to the members of the Trust's Board of Trustees who are not
interested persons of the Fund, or GEIM, and independent auditors; membership
dues of industry associations; interest on Fund borrowings; postage; insurance
premiums on property or personnel (including officers and Trustees) of the
Trust that inure to their benefit; 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.
Section 4. Compensation.
In consideration of services rendered pursuant to this Agreement, the
Trust will pay GEIM on the Trust's first business day of each month a fee that
is accrued daily at the annual rate of .80% of the value of the Fund's average
daily net assets for the previous month. For the purpose of determining fees
payable to GEIM under this Agreement, the value of the Fund's net assets will
be computed in the manner described in the Registration Statement.
Section 5. Services to Other Companies or Accounts.
(a) The Trust understands and acknowledges that GEIM now acts and will
continue to act as investment manager or adviser to various fiduciary or other
managed accounts and the Trust has no objection to GEIM's so acting, so long as
that when the Fund and any account served by GEIM are prepared to invest in, or
desire to dispose of, the same security, available investments or opportunities
for sales will be allocated in a manner believed by GEIM to be equitable to the
Fund and the account. The Trust recognizes that, in some cases, this procedure
may adversely affect the price paid or received by the Fund or the size of the
position obtained or disposed of by the Fund.
(b) The Trust understands and acknowledges that the persons employed
by GEIM 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 GEIM or any
affiliate of GEIM to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
Section 6. Continuance and Termination of the Agreement.
(a) This Agreement will become effective as of the date the Fund
commences its investment operations and will continue for an initial two-year
term and will continue thereafter so long as the continuance is specifically
approved at least annually (a) by the Trustees of the
3
Trust or (b) by a vote of a majority of the Fund's outstanding voting
securities, as defined in the 1940 Act, provided that in either event the
continuance is also approved by a majority of the Trustees who are not
"interested persons" (as defined in the 0000 Xxx) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on the approval.
(b) This Agreement is terminable without penalty, by the Trust on not
more than 60 nor less than 30 days' written notice to GEIM, by vote of holders
of a majority of the Fund's outstanding voting securities, as defined in the
1940 Act, or by GEIM on not more than 60 nor less than 30 days' notice to the
Trust.
(c) This Agreement will terminate automatically in the event of its
assignment (as defined in the 1940 Act or in rules adopted under the 1940 Act).
Section 7. Filing of Declaration of Trust.
The Trust represents that a copy of the Declaration of Trust is on
file with the Secretary of the Commonwealth of Massachusetts and with the
Boston City Clerk.
Section 8. Limitation of Liability.
(a) GEIM will exercise its best judgment in rendering the services
described in this Agreement, except that GEIM will not be liable for any error
of judgment or mistake of law or for any loss suffered by the 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 GEIM in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement. Any person, even though also
an officer, director, employee or agent of GEIM, who may be or become an
officer, Trustee, employee or agent of the Trust, will be deemed, when
rendering services to the Trust or acting on any business of the Trust, to be
rendering services to, or acting solely for, the Trust and not as an officer,
director, employee or agent, or one under the control or direction of, GEIM
even though paid by GEIM.
(b) The Trust and GEIM agree that 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 Fund, 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 series of the Trust,
including the Fund, will be liable for any claims against any other series.
Section 9. Dates.
This Agreement has been executed by the Trust and GEIM as of December
9, 1998 and will become effective as of the date the Fund first commences its
investment operations.
4
Section 10. Miscellaneous.
The Trust recognizes that directors, officers and employees of GEIM
and its affiliates may from time to time serve as directors, trustees, officers
and employees of corporations, partnerships, group trusts and business trusts
(including other investment companies) and that such other entities may include
the initials "GE" or the words "General Electric" as part of their name, and
that XXXX or its affiliates may enter into distribution, investment advisory or
other agreements with such other corporations and trusts. If GEIM ceases to act
as the investment adviser to the Trust, the Trust agrees that, at GEIM's
request, the Trust's license to use the initials "GE" will terminate and that
the Trust will cease and discontinue completely further use of such initials
and will take all necessary action to change the name of the Trust and the Fund
to a name not including the initials "GE."
* * * * *
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 this Agreement.
GE FUNDS
By: /s/XXXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman of the Board
and President
Accepted:
GE INVESTMENT MANAGEMENT INCORPORATED
By: /s/XXXX X. XXXXX
-----------------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
5
