<PAGE>1
GE FUNDS
3003 Summer Street
Stamford, Connecticut 06905
November 15, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for GE Funds (Securities Act
Registration Statement File No. 33-51308,
Investment Company Act File No. 811-7142)
for fiscal year ended September 30, 1995.
----------------------------------------------
Gentlemen:
In accordance with the provisions of Rule 24f-2, GE Funds (the "Registrant")
hereby files its Rule 24f-2 Notice for the fiscal year ended September 30, 1995.
(i) The number of Shares of the Registrant which had been
registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2 under the Investment Company Act of 1940 ("Rule
24f-2") but which remained unsold at the beginning of the fiscal year
ended September 30, 1995 was -0-.
(ii) The Registrant registered -0- Shares during the fiscal year ended
September 30, 1995 other than pursuant to Rule 24f-2.
<PAGE>2
(iii) The Registrant sold the following number of Shares and dollar amount
of Shares during the fiscal year ended September 30, 1995:
<TABLE>
<CAPTION>
Portfolio Shares Dollar Amounts
- --------- ------ --------------
<S> <C> <C>
GE US Equity 5,114,148 $ 89,227,086
GE Global Equity 652,258 12,407,646
GE Strategic Investment 1,169,594 19,633,874
GE Tax-Exempt 179,384 2,080,743
GE Fixed Income 1,818,799 21,151,807
GE Money Market 185,465,791 185,442,103
GE International Equity 1,485,503 22,626,220
GE Short Term Govt. 226,896 2,670,053
----------- -----------
Total: 196,112,373 355,239,532
- ------ ----------- -----------
</TABLE>
(iv) The Registrant sold 196,112,373 Shares in an amount equal to
$355,239,532 during the fiscal year ended September 30, 1995, in
reliance upon registration pursuant to Rule 24f-2.
(v) The following number of Shares and dollar amount of Shares, which are
reflected in the total amounts indicated above, relate to Shares issued
in connection with the reinvestment of dividends for the fiscal ended
September 30, 1995:
<TABLE>
<CAPTION>
Portfolio Shares Dollar Amounts
- --------- ------ --------------
<S> <C> <C>
GE US Equity 228,576 $ 3,546,560
GE Global Equity 48,863 869,722
GE Strategic Investment 53,806 823,000
GE Tax-Exempt 42,894 490,654
GE Fixed Income 117,880 1,361,535
GE Money Market 3,320,860 3,344,476
GE International Equity 12,282 176,107
GE Short Term Govt. 48,593 571,287
---------- -----------
TOTAL: 3,873,754 11,183,341
- ------ ---------- -----------
</TABLE>
<PAGE>3
(vi) 3,873,754 Shares in an amount equal to $11,183,341 were issued in
connection with the reinvestment of dividends during the fiscal year
ended September 30, 1995, in reliance upon registration pursuant to
Rule 24f-2.
(vii) The Registrant redeemed the following number of Shares and dollar
amount of Shares during the fiscal year ended September 30, 1995.
<TABLE>
<CAPTION>
Portfolio Shares Dollar Amounts
- --------- ------ --------------
<C> <S> <S>
GE US Equity 5,003,730 $ 84,729,596
GE Global Equity 533,434 9,921,370
GE Strategic Investment 722,132 11,978,847
GE Tax-Exempt 282,406 3,205,282
GE Fixed Income 2,874,108 32,295,490
GE Money Market 170,729,355 170,729,355
GE International Equity 875,220 13,123,945
GE Short Term Govt. 61,045 716,160
----------- -----------
TOTAL: 181,081,430 326,700,045
- ------ ----------- -----------
</TABLE>
(viii) The Registrant redeemed 181,081,430 Shares in an amount equal to
$326,700,045 during the fiscal year ended September 30, 1995, in
reliance upon registration pursuant to Rule 24f-2.
In accordance with Rule 24f-2(b)(1), this Notice is accompanied by an opinion of
counsel indicating that the securities, the registration of which this notice
makes definite in number, were legally issued, fully paid, and non-assessable.
Pursuant to the Securities and Exchange Commission's (the "Commission")
published instructions, the amount of $7,945* in payment of the registration fee
required by subsection (c) of Rule 24f-2 has been wired to the Commission's lock
box account at Mellon Bank in Pennsylvania. Such fee is based on the actual
aggregate sale price for which such securities were sold during the fiscal year,
reduced by the difference between:
<PAGE>4
(1) The actual aggregate redemption price of the shares
redeemed by the Registrant during the fiscal year, and
(2) The actual aggregate redemption price of such redeemed shares
previously applied by the Registrant pursuant to Rule 24e-2 (a) in
filings made pursuant to Section 24(e)(1) of the Investment Company Act
of 1940.
As of September 30, 1995, the Registrant had no Shares available for sale which
were registered other than pursuant to Rule 24f-2.
Any questions regarding this matter should be addressed to Jeffrey A. Groh at
(203) 326-4089.
[FN]
<TABLE>
<CAPTION>
* Calculation of Fee Number of Shares Dollar Amount
- -------------------- ---------------- -------------
<S> <C> <C>
Shares Sold 196,112,373 $ 355,239,532
Shares Reinvested 3,873,754 11,183,341
Shares Redeemed 181,081,430 326,700,045
Shares Redeemed pursuant
to Rule 24e-2 0 0
----------- ------------
Net of sales for
calculation 18,904,697 $ 39,722,828
----------- ------------
Fee at 1/50 of 1% $ 7,945
------
</TABLE>
Very truly yours,
/s/ Jeffrey A. Groh
Jeffrey A. Groh
Mutual Fund
Controller
<PAGE>1
[LETTERHEAD OF WILLKIE FARR & GALLAGHER]
November 15, 1995
GE Funds
3003 Summer Street
Stamford, Connecticut 06905
Re: Rule 24f-2 Notice for the GE Funds
(Securities Act Registration Statement File No. 33-51308
(the "Registration Statement")
Ladies and Gentlemen:
You have requested that we, as counsel to GE Funds (the "Trust"), render an
opinion in connection with the filing by the Trust of a notice required by Rule
24f-2 under the Investment Company Act of 1940, as amended (the "Notice"), for
the Trust's fiscal year ended September 30, 1995. Paragraph (iii) of the Notice
states that during the fiscal year ended September 30, 1995, the Trust sold a
total of 196,112,373 shares of beneficial interest of the Trust, par value $.001
per share (the "Shares"). Paragraph (iv) of the Notice states that the number of
Shares sold during the fiscal year in reliance upon registration pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended, was
196,112,373, for an actual aggregate sales price of $355,239,532, which amounts
include Shares issued in connection with the reinvestment of dividends. The
Notice further states that during the fiscal year, the actual aggregate
redemption price of Shares redeemed by the Trust was $326,700,045, inclusive of
Shares that were issued in connection with the reinvestment of dividends, and
the difference between the aggregate sales price and the aggregate redemption
price was $39,722,828.
As to the various questions of fact material to the opinion expressed herein we
have relied upon and assumed the genuineness of the signatures on, the
conformity to originals of, and the authenticity of, all documents, including
but not limited to certificates of officers of the Trust, submitted to us as
originals or copies, which facts we have not independently verified. Capitalized
terms used herein but not otherwise defined have the meanings ascribed to them
in the Registration Statement.
<PAGE>2
GE Funds
November 15, 1995
Page Two
On the basis of the foregoing, and assuming compliance with the Securities Act
of 1933, as amended, the Investment Company Act of 1940, as amended, and
applicable state laws regulating the sale of securities, and assuming further
that all of the Shares sold during the fiscal year ended September 30, 1995 were
sold in accordance with the terms of the Trust's Declaration of Trust, By-Laws
and Registration Statement in effect at the time of sale at a sales price in
each case in excess of the par value of the Shares, we are of the opinion that
such Shares were legally issued, fully paid and non-assessable by the Trust. We
note, however, that shareholders of the Trust may under certain circumstances be
held personally liable for its obligations.
We are admitted to practice only in the State of New York and are not admitted
to practice under, nor are we experts with respect to, the laws of the
Commonwealth of Massachusetts. Accordingly, in rendering the opinions set forth
above, we have with your consent relied, as to all matters of Massachusetts law,
on the opinion of Bingham, Dana & Gould, special Massachusetts counsel to the
Trust, which opinion is attached hereto.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Notice.
Very truly yours,
WILLKIE FARR & GALLAGHER
<PAGE>1
[LETTERHEAD OF BINGHAM DANA & GOULD]
November 15, 1995
GE Funds
3003 Summer Street
Stamford, Connecticut 06904
Ladies and Gentlemen:
We have acted as special Massachusetts counsel for GE Funds, a Massachusetts
business trust (the "Trust"), created under a written Declaration of Trust dated
August 10, 1992, as amended (the "Trust Agreement") in connection with the
Registration Statement described below.
In connection with this opinion, we have examined the following described
documents:
(a) the Registration Statement of the Trust, as amended, on
Form N-1A (the "Registration Statement");
(b) a certificate of the Secretary of the Commonwealth of
Massachusetts as to the existence of the Trust;
(c) a copy, certified by the Secretary of State of the
Commonwealth of Massachusetts, of the Trust's Declaration of
Trust and of all amendments thereto on file in the office of the
Secretary of State; and
(d) a Certificate executed by Matthew J. Simpson, Secretary of the
Trust, certifying as to, and attaching copies of, the Trust's By-Laws and
certain votes of the Trustees of the Trust authorizing the issuance of an
indefinite number of shares of beneficial interest.
In such examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all of the documents reviewed by us as copies,
and the authenticity and completeness of all original documents reviewed by us
in original or copy form.
This opinion is based solely on our review of the documents listed above and
relevant Massachusetts law.
Furthermore, this opinion is limited solely to the laws of the
Commonwealth of Massachusetts (other than the Massachusetts
<PAGE>2
Uniform Securities Act, as to which we express no opinion) as applied by courts
in Massachusetts.
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our
opinion that the shares of beneficial interest of the Funds, when issued and
sold in accordance with the Trust's Declaration of Trust and By-Laws and the
Registration Statement were legally issued, fully paid and non-assessable,
except that, as set forth in the Registration Statement, shareholders of the
Trust may under certain circumstances be held personally liable for its
obligations.
We understand that Willkie Farr & Gallagher will rely on this opinion in order
to prepare an opinion to the Trust, which will be filed with the Securities and
Exchange Commission and which will include this opinion as an attachment. We
hereby consent to such use and filing of this opinion.
Very truly yours,
BINGHAM DANA & GOULD
