GE FUNDS
AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT
AGREEMENT, dated as of January 29, 2003, among GE Funds, a
Massachusetts Business Trust, on behalf of its series portfolios listed on
APPENDIX A (the "Funds") and GE Asset Management Incorporated, a Delaware
Corporation ("GEAM").
WHEREAS, GEAM serves as investment adviser and administrator to each
of the Funds;
WHEREAS, GEAM is currently waiving certain fees and/or absorbing
certain expenses of the Funds to maintain expense ratios of the Funds at or
below predetermined levels;
WHEREAS, the Funds desire to induce GEAM to continue to waive fees
and/or absorb certain expenses of the Funds to the extent necessary to maintain
Fund expense ratios at or below predetermined levels.
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, during the period from January 29, 2003 through March 30, 2003,
"other expenses" of a Fund exceed applicable expense limitations set forth in
APPENDIX B, the excess expenses shall be borne by GEAM.
For purposes of this Agreement, "other expenses" of a Fund includes
fees for shareholder services other than those borne by a Fund (under a
shareholder servicing and distribution plan or an advisory and administration
agreement adopted by the Funds). Such fees include custodial fees, legal and
accounting fees, printing costs and registration fees, the costs of regulatory
compliance and membership in the mutual fund industry trade organization, the
costs associated with maintaining the GE Funds' legal existence and the costs
involved in communicating with shareholders of the Funds.
Subject to the limitations outlined below, each Fund shall reimburse
GEAM, without interest, for fees waived and/or expenses absorbed by GEAM on or
after January 28, 2001, for the purpose of maintaining the Fund's expense ratio
at or below the expense limitation set forth in APPENDIX B (the "Reimbursement
Payments").
GEAM shall be entitled to Reimbursement Payments from a Fund on the
earliest date that any such payments may be made without
causing the Fund to exceed its expense limitation but shall have no right to any
Reimbursement Payment from a Fund to the extent such payment would cause the
Fund to exceed its expense limitation. A Fund's obligation to make Reimbursement
Payments with respect to particular fees waived and/or expenses absorbed shall
expire five years from the date the fee or expense would otherwise have been
accrued by the Fund.
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 January 29, 2003 and shall
continue until March 30, 2003, provided this term is specifically approved by
the Board of Directors of the Fund, and provided that the term is also approved
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.
**********************************
(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 Asset Management Incorporated
By: S/Xxxxxxx X. Xxxxxxx
--------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
GE Funds
By: S/Xxxxxxx X. Xxxxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman of the Board and President
APPENDIX A
SERIES PORTFOLIOS OF GE FUNDS (THE "FUNDS")
GE U.S. Equity Fund
GE Premier Growth Equity Fund
GE Value Equity Fund
GE Mid-Cap Growth Fund
GE Mid-Cap Value Equity Fund
GE Small-Cap Value Equity Fund
GE Global Equity Fund
GE International Equity Fund
GE Europe Equity Fund*
GE Fixed Income Fund
GE Government Securities Fund
GE Short-term Government Fund
GE Tax-Exempt Fund
GE High Yield Fund*
GE Strategic Investment Fund
GE Money Market Fund
GE Premier Research Equity Fund
GE Premier International Equity Fund
GE Premier Value Equity Fund
GE S&P 500 Index Fund*
* The Fund will terminate on or about February 29, 2003.
APPENDIX B
EXPENSE LIMITATIONS ON "OTHER EXPENSES"
---------------------------------------
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
GE U.S. Equity Fund
All classes 0.25%
GE Premier Growth Equity Fund
All Classes 0.30%
GE Value Equity Fund
All Classes 0.30%
GE Mid-Cap Growth Fund
All Classes 0.30%
GE Mid-Cap Value Equity Fund
All Classes 0.25%
GE Small-Cap Value Equity Fund
All Classes 0.20%
GE Global Equity Fund
All Classes 0.35%
GE International Equity Fund
All Classes 0.30%
GE Europe Equity Fund*
All Classes 0.30%
GE Fixed Income Fund
All Classes 0.20%
GE Government Securities Fund
All Classes 0.20%
GE Short-Term Government Fund
All Classes 0.15%
GE Tax-Exempt Fund
All Classes 0.25%
GE High Yield Fund*
All Classes 0.20%
GE Strategic Investment Fund
All Classes 0.30%
GE Money Market Fund 0.25%
GE Premier Research Equity Fund
All Classes 0.25%
GE Premier International
Equity Fund 0.25%
All Classes
GE Premier Value Equity Fund
All Classes 0.25%
GE S&P 500 Index Fund* 0.15%
* The Fund will terminate on or about February 29, 2003.
