0001193125-09-094162 Sample Contracts

GE FUNDS GE TOTAL RETURN FUND (formerly known as GE Strategic Investment Fund) SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2009 • Ge Funds • New York

This agreement (“Agreement”) is made as of May 1, 2009, by and among GE ASSET MANAGEMENT INCORPORATED (“GEAM”), a Delaware corporation, GE FUNDS, a business trust organized under the laws of The Commonwealth of Massachusetts (“Trust”), on behalf of the GE TOTAL RETURN FUND (formerly known as GE Strategic Investment Fund) (“Fund”), a series of the Trust, solely with respect to Section 13(b) of this Agreement, and URDANG SECURITIES MANAGEMENT, INC., a Pennsylvania corporation (“Sub-Adviser”).

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MANAGEMENT FEE LIMITATION AGREEMENT with respect to GE Money Market Fund March 11, 2009
Management Fee Limitation Agreement • April 30th, 2009 • Ge Funds • New York

This Management Fee Limitation Agreement (the “Agreement”) is by and between GE Asset Management Incorporated (“GEAM”) and GE Funds (the “Trust”), on behalf of the GE Money Market Fund (the “Fund”).

AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT GE FUNDS GE TOTAL RETURN FUND (formerly known as GE Strategic Investment Fund) GE ASSET MANAGEMENT INCORPORATED
Investment Advisory and Administration Agreement • April 30th, 2009 • Ge Funds

THIS AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT (this “Amendment”) is made as of May 1, 2009, between GE ASSET MANAGEMENT INCORPORATED (“GEAM” formerly known as “GE Investment Management Incorporated”) and GE FUNDS (the “Trust”) on behalf of its GE Total Return Fund (formerly known as GE Strategic Investment Fund) (the “Fund”).

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