0001193125-11-017014 Sample Contracts

GE FUNDS GE SMALL-CAP EQUITY FUND SUB-ADVISORY AGREEMENT
Ge Small • January 28th, 2011 • Ge 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 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 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 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).

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