Supplement Dated June 1, 1998
To Prospectus Dated November 13, 1997
As Supplemented on February 4, 1998
The Prospectus dated November 13, 1997, as supplemented on February 4,
1998 (the "Prospectus") describing the Investment Class shares of GE
Institutional Funds is hereby supplemented and amended as follows:
(1) The sections captioned "Minimum Investment Requirement" and
"Eligible Investors" appearing on page 23 of the Prospectus are deleted in
their entirety and are replaced by the following:
Eligible Investors
The Distributor offers Investment Class shares to certain investors that
meet the minimum investment requirements. The Trust was designed to appeal
to institutional investors such as corporations, foundations, endowments
and trusts established to fund employee benefit plans of various types as
well as charitable, religious and educational institutions. The Trust
expects that most of the time each Fund will have relatively few
shareholders (as compared with most mutual funds) but that these
shareholders will invest substantial amounts in a Fund. Typical
institutional investors may include banks, insurance companies,
broker-dealers, investment advisers, trusts that fund qualified pension and
profit-sharing plans (Section 401 of the Code), trusts that fund government
employer non-qualified deferred compensation obligations (Section 457 of
the Code), trusts that fund charitable, religious and educational
institutions (Section 501(c)(9) of the Code), non-government employers
seeking to fund non-qualified deferred compensation obligations, and
investment companies that are not affiliated persons of the Trust (or
affiliated persons of such persons).
Minimum Investment Requirement
The minimum initial investment in each Fund is $35 million for each
investor or group of related investors. Related investors are investors
that are affiliated persons of each other within the meaning of the 1940
Act. For this purpose, common trust funds and collective trust funds of the
same bank (or of affiliated banks) are considered related investors of each
other and their bank(s). Likewise, separate accounts of the same insurance
company (or of affiliated insurance companies) are related investors of
each other and their insurance company or companies, and clients whose
assets are managed on a discretionary basis by the same bank, insurance
company, investment adviser or broker-dealer are related investors of their
manager. The Distributor also may treat institutional clients of a
financial intermediary whose assets are managed on a non-discretionary
basis or who are otherwise served by the intermediary (or its affiliates)
as related investors of their manager or service provider where Fund shares
are held by that intermediary in an omnibus account for its clients. There
is no minimum investment requirement for subsequent purchases. If the value
of an investor's, or group of related investors', investment in a Fund
falls below $35 million for more than 120 days because of redemptions (and
not because of market fluctuations or Investment Switches (defined below)),
the Distributor may, in its sole discretion, refuse to sell additional Fund
shares to such investor (other than reinvestment of dividends and capital
gains distributions).
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<PAGE>
The minimum investment requirement is waived for each investor or group of
related investors so long as such person or group has invested at least
$100 million in one or more investment portfolios or accounts that are
advised by GEIM and/or GEIC and at least $35 million of this $100 million
amount is invested in the Trust. If the value of such investor's, or group
of related investors', investment portfolios and accounts that are advised
by GEIM and/or GEIC falls below $100 million, or if the value of such
investor's, or group of related investors', investment in the Trust falls
below $35 million, for more than 120 days because of redemptions (and not
because of market fluctuations or Investment Switches), the Distributor
may, in its sole discretion, refuse to sell additional Fund shares to such
investor (other than reinvestment of dividends and capital gains
distributions).
The minimum investment requirement is waived for up to three years from the
date of initial purchase of Fund shares for certain investors or groups of
related investors having: (a) at least $100 million of investment assets
within six months from the date of the initial purchase of Fund shares,
provided they invest in only one Fund, (b) at least $200 million of
investment assets within six months from the date of the initial purchase
of Fund shares, provided they invest in no more than two Funds, and (c) at
least $500 million of investment assets within six months from the date of
the initial purchase of Fund shares, for which they may invest in any
number of Funds. If such an investor does not have the applicable amount of
investment assets within the six-month period, the Distributor may, in its
sole discretion, refuse to sell additional Fund shares to such investor
(other than reinvestment of dividends and capital gains distributions).
Even if the investor has the applicable amount of investment assets within
the six-month period, the Distributor may refuse to sell to such investor
additional Fund shares (other than reinvestment of dividends and capital
gains distributions), if such investor has not satisfied the $35 million
minimum investment requirement within three years.
For a bank, insurance company, broker-dealer, investment adviser or other
financial intermediary establishing an omnibus account for investment in
the Funds by its clients, the amount of investment assets is determined
either by (i) aggregating Client Assets (defined below) over which it has
investment discretion or (ii) aggregating Client Assets of any institution
described under "Eligible Investors" which are managed by it on a
non-discretionary basis or for which it (or its affiliates) provides
recordkeeping, shareholder servicing or other administrative services.
"Client Assets" means the assets of any client of a financial intermediary
that has invested in the Trust.
Letter of Intent. Investors or a group of related investors may meet the
$35 million minimum investment requirement through a series of investments
over a period of no more than three years. To elect this alternative, the
investor or group must submit a letter to the Distributor indicating its
commitment to purchase at least $35 million in shares of a Fund over a
three-year period. If the investor or group does not invest the required
minimum amount within the three-year period, such investor or group may, in
the Distributor's sole discretion, be prohibited from making additional
purchases of Fund shares (other than reinvestment of dividends and capital
gains distributions).
(2) The section captioned "Involuntary Exchanges or Redemptions" appearing
on pages 24-25 of the Prospectus is deleted in its entirety.
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<PAGE>
Supplement Dated June 1, 1998
To Prospectus Dated November 13, 1997
As Supplemented on February 4, 1998
The Prospectus dated November 13, 1997, as supplemented on February 4, 1998
(the "Prospectus") describing the Service Class shares of GE Institutional Funds
is hereby supplemented and amended as follows:
(1) The section captioned "Minimum Investment Requirement" appearing
on pages 23-24 of the Prospectus and the section captioned "Eligible
Investors" appearing on page 24 of the Prospectus are deleted in their
entirety and are replaced by the following:
Eligible Investors
The Distributor offers Service Class shares to certain investors that
meet the minimum investment requirements. The Trust was designed to appeal
to institutional investors such as corporations, foundations, endowments
and trusts established to fund employee benefit plans of various types as
well as charitable, religious and educational institutions. The Trust
expects that most of the time each Fund will have relatively few
shareholders (as compared with most mutual funds) but that these
shareholders will invest substantial amounts in a Fund. Typical
institutional investors may include banks, insurance companies,
broker-dealers, investment advisers, trusts that fund qualified pension and
profit-sharing plans (Section 401 of the Code), trusts that fund government
employer non-qualified deferred compensation obligations (Section 457 of
the Code), trusts that fund charitable, religious and educational
institutions (Section 501(c)(9) of the Code), non-government employers
seeking to fund non-qualified deferred compensation obligations, and
investment companies that are not affiliated persons of the Trust (or
affiliated persons of such persons).
Minimum Investment Requirement
The minimum initial investment in each Fund is $35 million for each
investor or group of related investors. Related investors are investors
that are affiliated persons of each other within the meaning of the 1940
Act. For this purpose, common trust funds and collective trust funds of the
same bank (or of affiliated banks) are considered related investors of each
other and their bank(s). Likewise, separate accounts of the same insurance
company (or of affiliated insurance companies) are related investors of
each other and their insurance company or companies, and clients whose
assets are managed on a discretionary basis by the same bank, insurance
company, investment adviser or broker-dealer are related investors of their
manager. The Distributor also may treat institutional clients of a
financial intermediary whose assets are managed on a non-discretionary
basis or who are otherwise served by the intermediary (or its affiliates)
as related investors of their manager or service provider where Fund shares
are held by that intermediary in an omnibus account for its clients. There
is no minimum investment requirement for subsequent purchases. If the value
of an investor's, or group of related investors', investment in a Fund
falls below $35 million for more than 120 days because of redemptions (and
not because of market fluctuations or Investment Switches (defined below)),
the Distributor may, in its sole discretion, refuse to sell additional Fund
shares to such investor (other than reinvestment of dividends and capital
gains distributions).
1
<PAGE>
The minimum investment requirement is waived for each investor or group of
related investors so long as such person or group has invested at least
$100 million in one or more investment portfolios or accounts that are
advised by GEIM and/or GEIC and at least $35 million of this $100 million
amount is invested in the Trust. If the value of such investor's, or group
of related investors', investment portfolios and accounts that are advised
by GEIM and/or GEIC falls below $100 million, or if the value of such
investor's, or group of related investors', investment in the Trust falls
below $35 million, for more than 120 days because of redemptions (and not
because of market fluctuations or Investment Switches), the Distributor
may, in its sole discretion, refuse to sell additional Fund shares to such
investor (other than reinvestment of dividends and capital gains
distributions).
The minimum investment requirement is waived for up to three years from the
date of initial purchase of Fund shares for certain investors or groups of
related investors having: (a) at least $100 million of investment assets
within six months from the date of the initial purchase of Fund shares,
provided they invest in only one Fund, (b) at least $200 million of
investment assets within six months from the date of the initial purchase
of Fund shares, provided they invest in no more than two Funds, and (c) at
least $500 million of investment assets within six months from the date of
the initial purchase of Fund shares, for which they may invest in any
number of Funds. If such an investor does not have the applicable amount of
investment assets within the six-month period, the Distributor may, in its
sole discretion, refuse to sell additional Fund shares to such investor
(other than reinvestment of dividends and capital gains distributions).
Even if the investor has the applicable amount of investment assets within
the six-month period, the Distributor may refuse to sell to such investor
additional Fund shares (other than reinvestment of dividends and capital
gains distributions), if such investor has not satisfied the $35 million
minimum investment requirement within three years.
For a bank, insurance company, broker-dealer, investment adviser or other
financial intermediary establishing an omnibus account for investment in
the Funds by its clients, the amount of investment assets is determined
either by (i) aggregating Client Assets (defined below) over which it has
investment discretion or (ii) aggregating Client Assets of any institution
described under "Eligible Investors" which are managed by it on a
non-discretionary basis or for which it (or its affiliates) provides
recordkeeping, shareholder servicing or other administrative services.
"Client Assets" means the assets of any client of a financial intermediary
that has invested in the Trust.
Letter of Intent. Investors or a group of related investors may meet the
$35 million minimum investment requirement through a series of investments
over a period of no more than three years. To elect this alternative, the
investor or group must submit a letter to the Distributor indicating its
commitment to purchase at least $35 million in shares of a Fund over a
three-year period. If the investor or group does not invest the required
minimum amount within the three-year period, such investor or group may, in
the Distributor's sole discretion, be prohibited from making additional
purchases of Fund shares (other than reinvestment of dividends and capital
gains distributions).
(2) The section captioned "Involuntary Exchanges or Redemptions" appearing
on page 25 of the Prospectus is deleted in its entirety.
2
