GE LIFESTYLE FUNDS
EXPENSE LIMITATION AGREEMENT
AGREEMENT, dated as of December , 1999, among GE LifeStyle
Funds, a Massachusetts Business Trust, on behalf of its series portfolios listed
on Appendix A (the "Funds") and GE Investment Management Incorporated, a
Delaware Corporation ("GEIM").
WHEREAS, GEIM serves as investment adviser and administrator
to each of the Funds; and
WHEREAS, the parties to this Agreement have determined that it
is in their own interests to limit certain expenses that may be borne by each
Fund and desire to limit those expenses.
NOW, THEREFORE, in consideration of the mutual promises
hereinafter set forth, the parties to this Agreement agree as follows:
Section 1 "Other Expense" Limitation.
If, in any fiscal year, "other expenses" of a Fund exceed applicable
expense limitations set forth in Appendix B, the excess expenses shall be borne
by GEIM.
For purposes of this Agreement, "other expenses" of a Fund includes
brokerage fees and commissions, interest, fees and expenses of the Fund's Board
of Trustees who are not affiliated with GEIM or its affiliates (including
counsel fees), taxes, transfer agency costs and any extraordinary expenses.
Section 2 Amendment.
The provisions of this Agreement may be changed, waived or terminated
from time to time by the parties hereto. No provision of this Agreement may be
so changed, waived or terminated except by an instrument in writing signed by
the party against which such change, waiver or termination is sought.
Section 3 Term.
This Agreement shall become effective as of the date of this agreement
and shall continue until 120 days after each Fund's current fiscal year end, and
thereafter shall continue automatically for successive annual periods, provided
such continuance is specifically approved at least annually by the Board of
Directors of the Fund and by a majority of the Board of Directors who are not
"interested persons" (as defined in the Investment Company Act of 1940) of any
party to this agreement.
Section 4 Governing Law.
This Agreement shall be governed in accordance with the laws of the
State of New York.
Section 5 Miscellaneous.
The parties hereto agree that this Agreement is for the benefit and
enjoyment of the parties, and that this Agreement confers no right upon any
shareholder of the Fund to enforce any provision of this Agreement.
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(signature page to follow)
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective duly authorized corporate officers
and their corporate seals to be hereunto affixed, as of the day and year first
above written.
GE Investment Management Incorporated
By:___________________________________
Name: Xxxx X. Xxxxx
Title: Executive Vice President
GE LifeStyle Funds
By:___________________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman of the Board and President
Appendix A
Series Portfolios of GE Funds (the "Funds")
GE Conservative Strategy Fund
GE Moderate Strategy Fund
GE Aggressive Strategy Fund
GE Conservative Allocation Fund
GE Moderate Allocation Fund
GE Aggressive Allocation Fund
Appendix B
Expense Limitations on "Other Expenses"
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(as a percentage of average net assets)
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GE Conservative Strategy Fund
0.00%
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GE Moderate Strategy Fund
0.00%
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GE Aggressive Strategy Fund
0.00%
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GE Conservative Allocation Fund
0.00%
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GE Moderate Allocation Fund
0.00%
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GE Aggressive Allocation Fund
0.00%
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