GE INSTITUTIONAL FUNDS
AMENDED AND RESTATED
SHAREHOLDER SERVICING AND DISTRIBUTION AGREEMENT
GE Investment Distributors, Inc.
000 Xxxx Xxxxx Xxxx, Xxxxxxxx X
Xxxxxxxx, Xxxxxxxxxxx 00000
Dear Sir or Madam:
GE Institutional 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 Shareholder Servicing
and Distribution Plan (the "Plan"), adopted by the Trust with respect to the
U.S. Equity Fund, S&P 500 Index Fund, Value Equity Fund, Mid-Cap Growth Fund,
Mid-Cap Value Equity Fund, Small-Cap Value Equity Fund, International Equity
Fund, Europe Equity Fund, Emerging Markets Fund, Premier Growth Equity Fund,
Premier Research Equity Fund, Premier International Equity Fund,, Income Fund,
Strategic Investment 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 Classand
the Service Class. This Agreement is intended to describe the shareholder
servicing and distribution services to be provided by GEID, 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 GEID, 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 GEID, or enable GEID to
compensate other
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persons ("Service Providers"), for providing ongoing servicing and/or
maintenance of the accounts of shareholders of the Covered Fund ("Shareholder
Services") and 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 Service Class Shares of the Covered Fund
("Selling Services"). "Shareholder Services" as used in this Agreement means all
forms of shareholder 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; (vii) distributing proxy statements, annual reports,
prospectuses and other correspondence from a Covered Fund to record and/or
beneficial holders of Service Class Shares and (vii) other information,
assistance and services provided to record and/or beneficial holders of Service
Class Shares of a Covered Fund. "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; distributing Service Class Shares of the Covered Fund; and
providing other information, assistance and services that are primarily intended
to result in, or that are primarily attributable to, the sale of Service Class
Shares of a Covered Fund. In providing compensation for Selling Services in
accordance with this Agreement, 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 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.
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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 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 XXXX.
(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.
XXXX 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.
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.
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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.
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 December 15, 2000 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/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: President
Accepted:
GE INVESTMENT DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Secretary
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