0001193125-11-016551 Sample Contracts

GE INSTITUTIONAL FUNDS SMALL-CAP EQUITY FUND SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 28th, 2011 • Ge Institutional Funds • New York

This agreement (“Agreement”) is made as of August 23, 2010, by and among GE ASSET MANAGEMENT INCORPORATED (“GEAM”), a Delaware corporation, GE INSTITUTIONAL FUNDS, a Delaware business trust (“Trust”), on behalf of the SMALL-CAP EQUITY FUND (“Fund”), a series of the Trust, solely with respect to Section 13(b) of this Agreement, and SOUTHERNSUN ASSET MANAGEMENT, LLC, a Delaware company (“Sub-Adviser”).

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AMENDMENT NO. 2 TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • January 28th, 2011 • Ge Institutional Funds

This AMENDMENT NO. 2 (the “Amendment”) is made as of June 29, 2010, and shall be effective as of January 1, 2010, by and among PNC Global Investment Servicing (U.S.) Inc. (f/k/a PFPC Inc.), a Massachusetts corporation (“PNC”), and each GE Fund Product (as defined below).

SUPPLEMENTAL ADVISORY FEE WAIVER AGREEMENT with respect to investments in the GE Institutional Money Market Fund
Waiver Agreement • January 28th, 2011 • Ge Institutional Funds • New York

This Supplemental Advisory Fee Waiver Agreement dated as of January 15, 2011 (this “Agreement”) is hereby made by and between GE Asset Management Incorporated (“GEAM”) and GE Institutional Funds, on behalf of its various series (a “Fund Company” and, its series, the “Funds”).

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