GE FUNDS
AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT
AGREEMENT, dated as of December 14, 2000, 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, 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 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 28, 2001 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 provided that the continuance 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.
This Agreement may be terminated by the GEAM prior to annual renewal or
by the Funds at any time, without penalty, upon 60 days prior written notice.
Upon termination of the Agreement, GEAM shall have no claim against the Funds
for any unreimbursed amounts.
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 Asset Management Incorporated
By:___________________________________
Name: Xxxx X. Xxxxx
Title: Executive Vice President
GE Funds
By:___________________________________
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 Emerging Markets 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
APPENDIX B
EXPENSE LIMITATIONS ON "OTHER EXPENSES"
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(AS A PERCENTAGE OF AVERAGE NET ASSETS)
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GE U.S. Equity Fund
All classes 0.25%
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GE Premier Growth Equity Fund
All Classes 0.30%
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GE Value Equity Fund
All Classes 0.30%
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GE Mid-Cap Growth Fund
All Classes 0.30%
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GE Mid-Cap Value Equity Fund
All Classes 0.25%
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GE Small-Cap Value Equity Fund
All Classes 0.20%
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GE Global Equity Fund
All Classes 0.35%
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GE International Equity Fund
All Classes 0.30%
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GE Europe Equity Fund
All Classes 0.30%
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GE Emerging Markets Fund
All Classes 0.30%
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GE Fixed Income Fund
All Classes 0.20%
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GE Government Securities Fund
All Classes 0.20%
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GE Short-Term Government Fund
All Classes 0.15%
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GE Tax-Exempt Fund
All Classes 0.25%
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GE High Yield Fund
All Classes 0.20%
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GE Strategic Investment Fund
All Classes 0.30%
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GE Money Market Fund 0.25%
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GE Premier Research Equity Fund
All Classes 0.25%
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GE Premier International Equity Fund
All Classes 0.25%
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GE Premier Value Equity Fund
All Classes 0.25%
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GE S&P 500 Index Fund 0.15%
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