0001193125-08-190223 Sample Contracts

GE FUNDS GE SMALL-CAP EQUITY FUND FIRST AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 4th, 2008 • Ge Funds • New York

This agreement (“Agreement”) is made as of October 1, 2008, by and among GE ASSET MANAGEMENT INCORPORATED (formerly known as GE Investment Management Incorporated) (“GEAM”), a Delaware corporation, GE FUNDS, a Massachusetts business trust (“Trust”), on behalf of the GE SMALL-CAP EQUITY FUND (“Fund”), a series of the Trust, solely with respect to Section 13(b) of this Agreement, and PALISADE CAPITAL MANAGEMENT, L.L.C., a New Jersey limited liability company (“Sub-Adviser”).

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GE FUNDS GE SMALL-CAP EQUITY FUND SUB-ADVISORY AGREEMENT
Ge Small • September 4th, 2008 • Ge Funds • New York

This agreement (“Agreement”) is made as of October 1, 2008, 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 SMALL-CAP EQUITY FUND (“Fund”), a series of the Trust, solely with respect to Section 13(b) of this Agreement, and SOUTHERNSUN ASSET MANAGEMENT, INC., a Tennessee company (“Sub-Adviser”).

GE FUNDS FOURTH AMENDED AND RESTATED SHAREHOLDER SERVICING AND DISTRIBUTION AGREEMENT
Shareholder Servicing and Distribution Agreement • September 4th, 2008 • Ge Funds

GE 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 Fourth Amended and Restated Shareholder Servicing and Distribution Plan (the “Plan”), adopted by the Trust with respect to GE U.S. Equity Fund, GE Premier Growth Equity Fund, GE Value Equity Fund, GE Small-Cap Equity Fund, GE Tax-Exempt Fund, GE Fixed Income Fund, GE High Yield Fund, GE Government Securities Fund, GE Global Equity Fund, GE International Equity Fund, GE Emerging Markets Equity Fund and GE Strategic Investment 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”). Under a multiple distribution system adopted by the Trust, each of the Covered Funds (

AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT GE FUNDS GE SMALL-CAP EQUITY FUND GE ASSET MANAGEMENT INCORPORATED
Administration Agreement • September 4th, 2008 • Ge Funds

THIS AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT (this “Amendment”) is made as of October 1, 2008, between GE ASSET MANAGEMENT INCORPORATED (“GEAM”) and GE FUNDS (the “Trust”) on behalf of its GE Small-Cap Equity Fund (the “Fund”).

EXPENSE LIMITATION AGREEMENT with respect to GE EMERGING MARKETS EQUITY FUND GE HIGH YIELD FUND June 11, 2008
Expense Limitation Agreement • September 4th, 2008 • Ge Funds • New York

This Expense Limitation Agreement (this “Agreement”) is by and between GE Asset Management Incorporated (“GEAM”) and GE Funds (the “Trust”), on behalf of the GE Emerging Markets Equity Fund and the GE High Yield Fund (each a “Fund,” collectively, the “Funds”).

INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT GE FUNDS GE EMERGING MARKETS EQUITY FUND GE ASSET MANAGEMENT INCORPORATED
Asset Management Incorporated • September 4th, 2008 • Ge Funds

Agreement made as of September 15, 2008 between GE ASSET MANAGEMENT INCORPORATED (“GEAM”) and GE FUNDS (the “Trust”) on behalf of its GE Emerging Markets Equity Fund (the “Fund”).

INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT GE FUNDS GE HIGH YIELD FUND GE ASSET MANAGEMENT INCORPORATED
Management Incorporated • September 4th, 2008 • Ge Funds

Agreement made as of September 15, 2008 between GE ASSET MANAGEMENT INCORPORATED (“GEAM”) and GE FUNDS (the “Trust”) on behalf of its GE High Yield Fund (the “Fund”).

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