GE FUNDS
485BPOS, 1996-01-26
Previous: HYPERION 2002 TERM TRUST INC, NSAR-A, 1996-01-26
Next: GE FUNDS, 485BPOS, 1996-01-26




<PAGE>

                              GE FUNDS

GE Funds (the "Trust") is an open-end management investment company that 
offers a selection of diversified managed investment funds (each a "Fund" and 
collectively the "Funds"), each having a distinct investment objective that 
it seeks by following distinct investment policies.  The Trust is currently 
comprised of ten series, two of which (GE Mid-Cap Growth Fund and GE 
International Fixed Income Fund) are not presently being offered. This 
Prospectus describes the following eight Funds currently offered by the 
Trust:
        *      GE U.S. EQUITY FUND'S investment objective is long-term growth
                of capital which the Fund seeks to achieve through 
                investment primarily in equity securities of U.S. companies.
        *      GE GLOBAL EQUITY FUND'S investment objective is long-term
                growth of capital which the Fund seeks to achieve by 
                investing primarily in foreign equity securities.
        *      GE INTERNATIONAL EQUITY FUND'S investment objective is long-
                term growth of capital which the Fund seeks to achieve 
                by investing primarily in foreign equity securities.
        *      GE STRATEGIC INVESTMENT FUND'S investment objective is to
                maximize total return which the Fund seeks to achieve by 
                following an asset allocation strategy contemplating shifts
                among a range of investments.
        *      GE TAX-EXEMPT FUND'S investment objective is to seek as high a
                level of current income exempt from federal income 
                taxation as is consistent with prudent investment management
                and preservation of capital by investing in municipal
                obligations (as defined in the Prospectus).
        *      GE FIXED INCOME FUND'S investment objective is to seek maximum
                income consistent with prudent investment 
                management and the preservation of capital, which objective the
                Fund seeks to achieve by investing in fixed income securities.
        *      GE SHORT-TERM GOVERNMENT FUND'S investment objective is to seek 
                a high level of income consistent with prudent investment 
                management and the preservation of capital, which objective 
                the Fund seeks to achieve by investing at least 65% of its 
                total assets in government securities (as defined in the 
                Prospectus).
        *      GE MONEY MARKET FUND'S investment objective is to seek a high 
                level of current income consistent with the preservation of 
                capital and maintenance of liquidity, which objective the Fund 
                seeks to achieve by investing in a defined group of 
                short-term, U.S. dollar denominated money market instruments. 

This Prospectus briefly sets forth certain information about the Funds and 
the Trust, including shareholder servicing and distribution fees and 
expenses, that prospective investors will find helpful in making an 
investment decision.  Investors are encouraged to read this Prospectus 
carefully and retain it for future reference.


AN INVESTMENT IN GE MONEY MARKET FUND AND GE SHORT-TERM
GOVERNMENT FUND IS 
NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT.
ADDITIONALLY, NO 
ASSURANCE CAN BE GIVEN THAT GE MONEY MARKET FUND WILL BE ABLE TO
MAINTAIN A 
STABLE NET ASSET VALUE OF $1.00 PER SHARE.

SHARES OF THE FUNDS ARE NOT DEPOSITS WITH OR OBLIGATIONS OF ANY
FINANCIAL 
INSTITUTION, ARE NOT GUARANTEED OR ENDORSED BY ANY FINANCIAL
INSTITUTION OR 
ITS AFFILIATES, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE 
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.

Additional information about the Funds and the Trust, contained in a 
Statement of Additional Information dated the same date as this Prospectus, 
has been filed with the Securities and Exchange Commission (the "SEC") and is 
available upon request and without charge by calling the Trust at the 
telephone number listed below or by contacting the Trust at the address 
listed below.  The Statement of Additional Information is incorporated in its 
entirety by reference into this Prospectus.

                     GE INVESTMENT MANAGEMENT INCORPORATED
                     Investment Adviser and Administrator
        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY 
          THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE 
            SECURITIES COMMISSION NOR HAS THE SECURITIES AND 
              EXCHANGE COMMISSION OR ANY STATE SECURITIES
                COMMISSION PASSED UPON THE ACCURACY OR
                   ADEQUACY OF THIS PROSPECTUS. ANY
                    REPRESENTATION TO THE CONTRARY 
                         IS A CRIMINAL OFFENSE.

    PROSPECTUS
    JANUARY 26, 1996
    TABLE OF CONTENTS
    Expense Information        2
    The Multiple 
      Distribution System      11
    Investment Objectives 
      and Management 
      Policies........        11
    Management of 
      the Trust.......        28
    Purchase of Shares        31
    Retirement Plans..        35
    Redemption of Shares      36
    Exchange Privilege        39
    Net Asset Value...        39
    Dividends, Distributions 
      and Taxes.......        40
    Custodian and 
      Transfer Agent..        42
    Distributor.......        42


    The Funds' 
      Performance.....        42
    Further Information:
      Certain Investment
      Techniques 
      and Strategies..        46
    Additional Matters        51



    3003 Summer Street
    Stamford, Connecticut 06905
    (203)326-4040


                                        1



<PAGE>

EXPENSE INFORMATION
The purpose of the following table is to assist an investor in understanding 
the expenses that an investor in the Funds will bear directly or indirectly, 
based upon the maximum sales charge or maximum contingent deferred sales 
charge that may be incurred at the time of purchase and redemption and each 
particular Fund's operating expenses for the most recent year.

FEE TABLE

<TABLE>
<CAPTION>
                                                                GE
                                   GE             GE           Inter-             GE
                                  U.S.          Global        national        Strategic
                                 Equity         Equity         Equity        Investment
                                  Fund           Fund           Fund           Fund
                                _______        _______        _______         _______
<S>                               <C>            <C>            <C>             <C>
Shareholder Transaction 
  Expenses
Maximum Sales Load Imposed 
on Purchases of Shares (as a 
percentage of offering price):
Class A**                       4.75%           4.75%          4.75%           4.75%
Class B                          None            None           None           None
Class C                          None            None           None           None
Class D                          None            None           None           None
Maximum Sales Load Imposed 
on Reinvested Dividends (as a 
percentage of offering price):
Class A                          None            None           None           None
Class B                          None            None           None           None
Class C                          None            None           None           None
Class D                          None            None           None           None
Maximum Contingent Deferred 
Sales Load (as a percentage of
redemption proceeds):
Class A***                      1.00%           1.00%          1.00%          1.00%
Class B**                       4.00%           4.00%          4.00%          4.00%
Class C                          None            None           None           None
Class D                          None            None           None           None
Redemption Fees (as a percent-
age of amount redeemed):
Class A                          None            None           None           None
Class B                          None            None           None           None
Class C                           one            None           None           None
Class D                          None            None           None           None
Maximum Exchange Fee:
Class A                          None            None           None           None
Class B                          None            None           None           None
Class C                          None            None           None           None
Class D                          None            None           None           None



<CAPTION>

                                  GE            GE              GE              GE
                                 Tax-          Fixed        Short-Term         Money
                                Exempt         Income       Government        Market
                                 Fund           Fund           Fund            Fund*
                                _______        _______        _______         _______
<S>                               <C>            <C>            <C>             <C>
Shareholder Transaction 
  Expenses
Maximum Sales Load Imposed 
on Purchases of Shares (as a 
percentage of offering price):
Class A**                        4.25%          4.25%          2.50%             N/A
Class B                           None           None           None             N/A
Class C                           None           None           None             N/A
Class D                           None           None           None             N/A
Maximum Sales Load Imposed 
on Reinvested Dividends (as a 
percentage of offering price):
Class A                           None           None           None             N/A
Class B                           None           None           None             N/A
Class C                           None           None           None             N/A
Class D                           None           None           None             N/A
Maximum Contingent Deferred 
Sales Load (as a percentage of
redemption proceeds):
Class A***                       1.00%          1.00%          1.00%             N/A
Class B**                        3.00%          3.00%          3.00%             N/A
Class C                           None           None           None             N/A
Class D                           None           None           None             N/A
Redemption Fees (as a percent-
age of amount redeemed):
Class A                           None           None           None             N/A
Class B                           None           None           None             N/A
Class C                           None           None           None             N/A
Class D                           None           None           None             N/A
Maximum Exchange Fee:
Class A                           None           None           None             N/A
Class B                           None           None           None             N/A
Class C                           None           None           None             N/A
Class D                           None           None           None             N/A

</TABLE>


* GE MONEY MARKET FUND DOES NOT CURRENTLY OFFER MULTIPLE CLASSES
OF SHARES
  AND ACCORDINGLY DOES NOT PARTICIPATE IN THE MULTIPLE DISTRIBUTION
SYSTEM
  (AS DEFINED BELOW).  NO SALES CHARGES, REDEMPTION FEES OR EXCHANGE
FEES
  ARE ASSESSED BY THE TRUST WITH RESPECT TO SHARES OF GE MONEY
MARKET FUND.

** THE SALES CHARGE AND CONTINGENT DEFERRED SALES CHARGE ("CDSC")
SET OUT
   IN THE ABOVE TABLE ARE THE MAXIMUM CHARGES     IMPOSED ON
PURCHASES OR
   REDEMPTIONS OF SHARES AND INVESTORS MAY PAY ACTUAL CHARGES THAT
ARE LESS
   DEPENDING ON THE AMOUNT PURCHASED AND IN THE CASE OF THE CLASS B
SHARES,
   THE LENGTH OF TIME THE SHARES ARE HELD.

*** THE TRUST WILL IMPOSE A REDEMPTION FEE IN THE FORM OF A CDSC,
EQUAL TO
   1% OF THE NET ASSET VALUE OF CLASS A SHARES IF THE SHARES BEING
REDEEMED
   WERE REDEEMED WITHIN ONE YEAR OF PURCHASE AND WERE SUBJECT TO NO
FRONT-END
   SALES LOAD UPON PURCHASE BY VIRTUE OF BEING PART OF A PURCHASE OF
$1 MILLION
   OR MORE.

                                         2


<PAGE>


<TABLE>
<CAPTION>

                             GE            GE               GE
                             U.S.        Global         Strategic
                           Equity        Equity         Investment
                            Fund          Fund             Fund
                           _____         ______         ___________
<S>                         <C>           <C>               <C>
Annual Fund Operating 
  Expenses

(as a percentage of average 
  net assets)

Advisory and Administration fees:
Class A                    .40%          .75%              .35%
Class B                    .40%          .75%              .35%
Class C                    .40%          .75%              .35%
Class D                    .40%          .75%              .35%

12b-1 fees:**
Class A                    .50%          .50%              .50%
Class B                   1.00%         1.00%             1.00%
Class C                    .25%          .25%              .25%
Class D                    None          None              None

Other expenses 
       (after reimbursement):***
Class A                    .10%          .35%              .30%
Class B                    .10%          .35%              .30%
Class C                    .10%          .35%              .30%
Class D                    .10%          .35%              .30%

Total Operating Expenses 
  (after reimbursement):**
Class A                   1.00%         1.60%             1.15%
Class B                   1.50%         2.10%             1.65%
Class C                    .75%         1.35%              .90%
Class D                    .50%         1.10%              .65%



<CAPTION>
       GE       GE       GE
       Tax-       Fixed       Money
       Exempt       Income       Market
                            Fund          Fund             Fund*
                           _____         ______         ___________
<S>                         <C>           <C>               <C>
Annual Fund Operating 
  Expenses
(as a percentage of average 
  net assets)
Advisory and Administration fees:                          .25%
Class A                    .35%         .35%
Class B                    .35%         .35%
Class C                    .35%         .35%
Class D                    .35%         .35%

12b-1 fees:**                                               None
Class A                    .50%         .50%
Class B                   1.00%        1.00%
Class C                    .25%         .25%
Class D                    None         None

Other expenses 
 (after reimbursement):***                                 .20%
Class A                   .25%          .25%
Class B                   .25%          .25%
Class C                   .25%          .25%
Class D                   .25%          .25%

Total Operating Expenses 
  (after reimbursement):**                                .45%
Class A                  1.10%          1.10%
Class B                  1.60%          1.60%
Class C                   .85%           .85%
Class D                   .60%           .60%
</TABLE>

* GE MONEY MARKET FUND DOES NOT CURRENTLY OFFER MULTIPLE CLASSES
OF SHARES AND
  ACCORDINGLY DOES NOT PARTICIPATE IN THE MULTIPLE DISTRIBUTION
SYSTEM (AS
  DEFINED BELOW).

** INCLUDES SHAREHOLDER SERVICING AND DISTRIBUTION FEES BORNE BY A
FUND UNDER
   AN AMENDED AND RESTATED SHAREHOLDER SERVICING AND DISTRIBUTION
PLAN ADOPTED
   BY THE TRUST.

*** SEE FOOTNOTE THREE ON PAGE 5.

                                         3


<PAGE>

<TABLE>
<CAPTION>
                             GE                GE
                       International     Short-Term
                           Equity        Government
                            Fund            Fund
                        ___________     ___________
<S>                         <C>              <C>
Annual Fund Operating 

  Expenses
  (as a percentage of average 
  net assets)

  Advisory fees:
  Class A                  .75%              .25%
  Class B                  .75%              .25%
  Class C                  .75%              .25%
  Class D                  .75%              .25%

  Administration fees:
  Class A                  .05%              .05%
  Class B                  .05%              .05%
  Class C                  .05%              .05%
  Class D                  .05%              .05%

  12b-1 fees:*
  Class A                  .50%              .50%
  Class B                 1.00%              .85%
  Class C                  .25%              .25%
  Class D                  None              None

  Other expenses 
    (after reimbursement):**
  Class A                  .30%              .15%
  Class B                  .30%              .15%
  Class C                  .30%              .15%
  Class D                  .30%              .15%

Total Operating Expenses 
  (after reimbursement):**
  Class A                 1.60%              .95%
  Class B                 2.10%             1.30%
  Class C                 1.35%              .70%
  Class D                 1.10%              .45%
</TABLE>


____________

*  INCLUDES SHAREHOLDER SERVICING AND DISTRIBUTION FEES BORNE BY A 
   FUND UNDER AN AMENDED AND RESTATED SHAREHOLDER SERVICING AND 
   DISTRIBUTION PLAN ADOPTED BY THE TRUST.

** SEE FOOTNOTE THREE ON NEXT PAGE.

The nature of the services provided to, and the advisory and administration 
fees paid by, each Fund are described under "Management of the Trust."  
"Other expenses" includes fees for shareholder services other than those 
borne by a Fund under a shareholder servicing and distribution plan adopted 
by the Trust, custodial fees, legal and accounting fees, printing costs and 
registration fees, the costs of regulatory compliance, the costs associated 
with maintaining the Trust's legal existence and the costs involved in 
communicating with shareholders of the Funds.  Long-term shareholders of 
Class B shares may pay more than the economic equivalent of the maximum 
front-end sales charge currently permitted by the rules of the National 
Association of Securities Dealers, Inc. governing investment company sales 
charges.  See "Distributor."  The Trust may, in its discretion, require that 
proposed investments of $10 million or more in a particular Class of a 
Participant Fund (as defined below), or in GE Money Market Fund, be made in 
kind.  In connection with any purchase in kind, an investor may bear 
transaction costs, which may include broker's commissions and taxes or 
governmental fees, domestic or foreign.

                                      4


<PAGE>

Example***

The following example demonstrates the projected dollar amount of total 
cumulative expenses that would be incurred over a one-year, three-year, 
five-year and ten-year period with respect to a hypothetical investment in 
each Fund.  These amounts are based upon (1) payment by the Fund of operating 
expenses at the levels set out in the table above and (2) the specific 
assumptions stated below.

<TABLE>
<CAPTION>
                        A shareholder would pay the following
                          expenses on a $1,000 investment,
                        assuming (1) a 5% annual return and
                             (2) redemption at the end
                             of the time periods shown:
                     _________________________________________

                 1 Year      3 Years      5 Years      10 Years**
               _________    _________    _________    ___________
<S>               <C>          <C>          <C>           <C>

GE U.S. Equity Fund:

Class A          $57*         $78         $100          $164 
Class B          $55          $67          $82          $179 
Class C           $8          $24          $42           $93 
Class D           $5          $16          $28           $63 

GE Global Equity Fund:

Class A          $63*         $96         $130          $228 
Class B          $61          $86         $113          $243 
Class C          $14          $43          $74          $162 
Class D          $11          $35          $61          $134 

GE International Equity Fund:

Class A         $63*          $96         $130          $228 
Class B         $61           $86         $113          $243 
Class C         $14           $43          $74          $162 
Class D         $11           $35          $61          $134 

GE Strategic Investment Fund:

Class A        $59*          $82          $108          $181 
Class B        $57           $72           $90          $195 
Class C         $9           $29           $50          $111 
Class D         $7           $21           $36           $81 


GE Tax-Exempt Fund:

Class A        $53*          $76          $101          $171 
Class B        $46           $70           $87          $190 
Class C         $9           $27           $47          $105 
Class D         $6           $19           $33           $75 

GE Fixed Income Fund:

Class A       $53*           $76          $101          $171 
Class B       $46            $70           $87          $190 
Class C        $9            $27           $47          $105 
Class D        $6            $19           $33           $75 

GE Short-Term Government Fund:

Class A       $34*          $55            $76          $139 
Class B       $43           $61            $71          $157 
Class C        $7           $22            $39           $87 
Class D        $5           $14            $25           $57 
GE Money
 Market Fund   $5           $14            $25           $57 


<CAPTION> 
                              A shareholder would pay the
                               following expenses on
                                the same investment,
                              assuming no redemption:
                      _______________________________________

                 1 Year      3 Years      5 Years      10 Years**
                _______      _______     ________      __________

<S>               <C>          <C>          <C>            <C>
GE U.S. Equity Fund:
Class A          Same         Same         Same           Same
Class B           $15          $47          $82           $179 
Class C          Same         Same         Same           Same
Class D          Same         Same         Same           Same

GE Global Equity Fund:
Class A          Same         Same         Same           Same
Class B           $21          $66         $113           $243 
Class C          Same         Same         Same           Same
Class D          Same         Same         Same           Same

GE International Equity Fund:
Class A          Same         Same         Same           Same
Class B           $21          $66         $113           $243 
Class C          Same         Same         Same           Same
Class D          Same         Same         Same           Same


GE Strategic Investment Fund:
Class A          Same        Same         Same            Same
Class B           $17         $52          $90            $195 
Class C          Same        Same         Same            Same
Class D          Same        Same         Same            Same

GE Tax-Exempt Fund:
Class A         Same        Same         Same            Same
Class B          $16         $50          $87            $190 
Class C         Same        Same         Same            Same
Class D         Same        Same         Same            Same

GE Fixed Income Fund:
Class A         Same       Same         Same            Same
Class B          $16        $50          $87            $190 
Class C         Same       Same         Same            Same
Class D         Same       Same         Same            Same

GE Short-Term Government Fund:
Class A         Same      Same          Same            Same
Class B          $13       $41           $71            $157 
Class C         Same      Same          Same            Same
Class D         Same      Same          Same            Same
GE Money
 Market Fund    Same      Same          Same            Same

</TABLE>



The above example is intended to assist an investor in understanding various 
costs and expenses that an investor in a 
Fund will 
bear directly or indirectly.  Although the table assumes a 5% annual return, 
a Fund's actual performance will vary and may result in an actual return that 
is greater or less than 5%.  THE EXAMPLE SHOULD NOT BE CONSIDERED TO BE A 
REPRESENTATION OF PAST OR FUTURE EXPENSES OF A FUND; ACTUAL
EXPENSES MAY BE 
GREATER OR LESS THAN THOSE SHOWN.

    *  EXPENSES SHOWN ABOVE WOULD BE INCREASED BY THE IMPOSITION OF
THE 1% CDSC
       FOR REDEMPTIONS OF SHARES WHICH WERE NOT SUBJECT TO A FRONT-END
SALES
       CHARGE BY VIRTUE OF BEING PART OF A PURCHASE OF $1 MILLION OR
MORE.

   **  EXPENSES FOR CLASS B SHARES SHOWN ABOVE REFLECT THE CONVERSION
OF CLASS
       B SHARES INTO CLASS A SHARES AFTER SIX YEARS.

  ***  THE FEE TABLE AND THE EXAMPLE REFLECT A DETERMINATION BY THE
FUNDS' 
       INVESTMENT ADVISER AND ADMINISTRATOR TO VOLUNTARILY REDUCE OR
OTHERWISE 
       LIMIT "OTHER EXPENSES" OF GE MONEY MARKET FUND AND OF EACH CLASS
OF EACH 
       PARTICIPANT FUND (AS DEFINED BELOW), ON AN ANNUALIZED BASIS, TO
THE 
       FOLLOWING ANNUAL RATE OF THE VALUE OF THE FUND'S AVERAGE DAILY
NET 
       ASSETS: GE U.S. EQUITY FUND: CLASS A, CLASS B, CLASS C AND CLASS D - 
       .10%; GE GLOBAL EQUITY FUND: CLASS A, CLASS B, CLASS C AND CLASS D - 
       .35%; GE INTERNATIONAL EQUITY FUND: CLASS A, CLASS B, CLASS C AND
CLASS 
       D - .30%; GE STRATEGIC INVESTMENT FUND: CLASS A, CLASS B, CLASS C
AND 
       CLASS D - .30%; GE TAX-EXEMPT FUND: CLASS A, CLASS B, CLASS C AND
CLASS 
       D - .25%; GE FIXED INCOME FUND: CLASS A, CLASS B, CLASS C AND CLASS D
- - - 
       .25%; GE SHORT-TERM GOVERNMENT FUND: CLASS A, CLASS B, CLASS C AND
CLASS 
       D - .15% AND GE MONEY MARKET FUND - .20%.  In the absence of this 
       determination, it is estimated that a Class "Other Expenses" would be 
       equal to the following annual rate of the value of the Fund's average 
       daily net assets: GE U.S. Equity Fund: Class A - .35%, Class B - 2.10%, 
       Class C - .54% and Class D - .31%; GE Global Equity Fund: Class A - 
       .92%, Class B - 1.75%, Class C - .42%, Class D - 1.00%; GE International 
       Equity Fund: Class A - .65%, Class B - 1.70%, Class C - 1.70%, Class D - 
       .38%; GE Strategic Investment Fund: Class A - .34%, Class B - 2.15%, 
       Class C - .43%, Class D - .62%; GE Tax-Exempt Fund: Class A - 2.15%, 
       Class B - 2.15%, Class C - .58%, Class D - 1.12%; GE Fixed Income Fund: 
       Class A - .33%, Class B - 2.15%, Class C - .35%, Class D - 2.15%; GE 
       Short-Term Government Fund: Class A 2.20%, Class B - 2.20%, Class C - 
       1.29%, Class D - .68%; and GE Money Market Fund's other expenses would 
       be .45% of the Fund's average daily net assets. Without this agreement, 
       under the assumption set forth in the example above, the expenses on a 
       $1,000 investment at the end of one, three, five and ten years, 
       respectively, would be as follows (assuming a redemption): GE U.S. 
       Equity Fund: Class A - $60, $85, $113, $191, Class B - $75, $127, $182, 
       $377, Class C - $12, $38, $65, $144, Class D - $7, $23, $40, $88; GE 
       Global Equity Fund: Class A - $68, $112, $158, $286, Class B - $75, 
       $127, $182, $377, Class C - $14, $45, $78, $170, Class D - $18, $55, 
       $95, $206; GE International Equity Fund: Class A - $66, $106, $148, 
       $264, Class B - $75, $127, $182, $377, Class C - $28, $85, $145, $308, 

       Class D - $12, $37, $65, $143; GE Strategic Investment Fund: Class A - 
       $59, $83, $110, $185, Class B - $75, $127, $182, $377, Class C - $11, 
       $33, $57, $126; Class D - $10, $31, $54, $119; GE Tax-Exempt Fund: Class 
       A - $72, $131, $193, $360, Class B - $65, $127, $182, $377, Class C - 
       $12, $37, $65, $143, Class D - $15, $46, $80, $176; GE Fixed Income 
       Fund: Class A - $54, $78, $105, $180, Class B - $65, $127, $182, $377, 
       Class C - $10, $30, $53, $117, Class D - $25, $78, $133, $284; GE Short-
       Term Government Fund: Class A - $55, $115, $179, $348, Class B - $64, 
       $123, $175, $364, Class C - $19, $58, $100, $216, Class D - $10, $31, 
       $54, $120; and GE Money Market Fund - $7, $22, $39, and $87. Assuming no 
       redemption, the expenses would be the same for each Class of each Fund, 
       other than Class B and the expenses of Class B of each Fund (other than 
       GE Short-Term Government Fund) would be $35, $107, $182, $377 and the 
       expenses of Class B of GE Short-Term Government Fund would be $34, $103, 
       $175, $364.

                                        5



<PAGE>

FINANCIAL HIGHLIGHTS

The tables below, which have been audited by the Trust's independent 
accountants, Price Waterhouse LLP, whose report thereon appears in the 
Trust's Annual Report dated September 30, 1995, (the "Annual Report") set 
forth selected financial data for a Fund share outstanding throughout the 
periods presented.  The following information should be read in conjunction 
with the Financial Statements and the Notes to the Financial Statements which 
are incorporated by reference into the Statement of Additional Information. 
Further information about the performance of the Funds is contained in the 
Annual Report, copies of which may be obtained without charge upon request 
made to the Trust by calling the toll free numbers listed on the back cover 
page of the Prospectus or by writing to the Trust at the address listed on 
the front cover page of the Prospectus.

Selected data based on a share outstanding during the period.

<TABLE>
<CAPTION>

                                 Class A                   Class B
                           __________________        _________________

GE U.S. Equity Fund      9/30/95     9/30/94(b)      9/30/95     9/30/94
Inception date                -     12/22/93              -     12/22/93
<S>                        <C>         <C>             <C>         <C>
Net asset value,
 beginning of period     $16.12       $16.48          $16.03      $16.41
Income (loss) from
 investment operations:
Net investment income     (2.54)        3.23            0.27        0.24
Net realized and
  unrealized gains 
  (losses) on 
  investments              6.79       (3.22)            3.78       (0.25)
                           ____        ____             ____      
  ____
Total income (loss)
 from investment 
  operations               4.25        0.01             4.05       (0.01)
                           ____        ____             ____        ____

Less distributions:
From net investment
 income                    0.00        0.20             0.28      0.20 
From capital gains         0.09        0.17             0.09      0.17 
                           ____        ____             ____       ____
Total distributions        0.09        0.37             0.37      0.37 
                           ____        ____             ____        ____
Net asset value, end
 of period               $20.28      $16.12           $19.71      $16.03
                           ____        ____             ____        ____
                           ____        ____             ____        ____


TOTAL RETURN at net
 asset value(a)          26.52%      (0.86%)          25.92%     (0.09%)

RATIOS/SUPPLEMENTAL DATA:

Net assets, at end of
 period (in thousands)  $15,148      $1,214           $1,563         $91 

Ratio of net investment
  income to 
  average net assets*     1.85%       1.87%            1.29%       1.28%
Ratio of expenses to
  average net assets*     1.00%       1.00%            1.50%       1.50%

Ratio of expenses to
  average net assets 
  before voluntary
  expense limitation*     1.25%       1.46%            3.50%        1.96%
Portfolio turnover rate     43%         51%              43%          51%



<CAPTION>
                                     Class C                          Class D
                            __________________________            _________________

GE U.S. Equity Fund     9/30/95     9/30/94     9/30/93(c)       9/30/95     9/30/94
Inception date              -           -        1/5/93               -     11/29/93
<S>                        <C>        <C>          <C>              <C>       <C>
Net asset value,
 beginning of period     $16.13      $16.35      $15.00          $16.16      $16.37 
Income (loss) from
 investment operations:
Net investment income     0.17         1.00        0.12            0.38        0.32 
Net realized and
  unrealized gains 
  (losses) on
  investments             4.06        (0.85)       1.23            3.88       (0.16)
                          ____         ____        ____            ____        ____

Total income (loss)
  from investment 
  operations              4.23         0.15        1.35            4.26        0.16 
                          ____         ____        ____            ____        ____

Less distributions:
From net investment
  income                  0.29         0.20        0.00             0.35       0.20 
From capital gains        0.09         0.17        0.00             0.09       0.17 
                          ____         ____        ____             ____        ____

Total distributions       0.38         0.37        0.00             0.44       0.37 
                          ____         ____        ____             ____        ____

Net asset value,
 end of period          $19.98       $16.13      $16.35           $19.98       $16.16 
                          ____         ____        ____             ____        ____
                          ____         ____        ____             ____        ____

TOTAL RETURN at net
  asset value(a)         26.86%       0.88%      10.32%            27.14%       0.96%


RATIOS/SUPPLEMENTAL DATA:

Net assets, at end
  of period
  (in thousands)        $26,007     $16,382     $74,415         $128,247     $114,885 

Ratio of net investment
  income to 
  average net assets*     2.12%       2.11%       1.86%            2.36%        2.27%

Ratio of expenses 
to average net assets*    0.75%       0.62%       0.50%            0.50%        0.50%
Ratio of expenses to
  average net assets 
  before voluntary
  expense limitation*     1.19%       1.21%       1.34%            0.71%        0.96%

Portfolio turnover rate     43%         51%         15%              43%          51%

</TABLE>

See notes accompanying financial highlights.

                                         6


<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>

                                 Class A                   Class B
                           __________________        _________________


GE Global Equity Fund      9/30/95     9/30/94(b)      9/30/95     9/30/94
Inception date                -       12/22/93            -       12/22/93
<S>                        <C>         <C>             <C>         <C>
Net asset value,
 beginning of period       $19.34        $18.61        $19.32        $18.48 
Income (loss) from
  investment operations:
Net investment income
 (loss)                      0.10          0.03          0.00         (0.01)

Net realized and
  unrealized gains 
  (losses) on
  investments                1.22          0.91          1.23           1.06
                             ____          ____          ____           ____
Total income (loss)
Total income (loss)
  from investment 
  operations                 1.32          0.94          1.23           1.05
                             ____          ____          ____           ____

Less distributions:
From net investment
  income                     0.09          0.01          0.02           0.01
From capital gains           0.39          0.20          0.39           0.20
                             ____          ____          ____           ____

Total distributions          0.48          0.21          0.41           0.21
                             ____          ____          ____           ____

Net asset value, end
  of period                $20.18        $19.34        $20.14         $19.32 
                             ____          ____          ____           ____
                             ____          ____          ____           ____


TOTAL RETURN at net
  asset value(a)            7.16%         3.09%          6.62%          5.70%
RATIOS/SUPPLEMENTAL DATA:
Net assets, at end of
 period (in thousands)     $2,811          $694           $356           $128 
Ratio of net investment
  income to 
  average net assets*       0.47%         0.44%         (0.11%)         (0.08%)
Ratio of expenses to
  average net assets*       1.60%         1.60%          2.10%           2.10%
Ratio of expenses to
  average net assets 
  before voluntary
  expense limitation*       2.17%         2.02%          3.50%           2.52%
Portfolio turnover rate       46%           26%            46%             26%


<CAPTION>
                                     Class C                          Class D
                            __________________________            _________________

GE Global Equity Fund     9/30/95     9/30/94     9/30/93(c)       9/30/95     9/30/94
Inception date               -            -        1/5/93             -       11/29/93
<S>                        <C>        <C>          <C>              <C>       <C>
Net asset value,
  beginning of period   $19.40     $17.16          $15.00           $19.45      $17.49
Income (loss) from
 investment operations:
Net investment income
 (loss)                   0.09       0.07            0.08             0.13        0.11 
Net realized and
  unrealized gains 
  (losses) on
  investments             1.30        2.37            2.08             1.31        2.06 
                          ____       ____            ____              ____        ____
Total income (loss)
  from investment 
  operations              1.39        2.44           2.16              1.44        2.17 
                          ____       ____            ____              ____        ____
Less distributions:
From net investment
  income                  0.09       0.00           0.00               0.13        0.01 
From capital gains        0.39       0.20           0.00               0.39        0.20 
                          ____        ____         ____                ____        ____

Total distributions       0.48       0.20           0.00               0.52        0.21 
                          ____        ____         ____                ____        ____

Net asset value,
  end of period          $20.31     $19.40        $17.16             $20.37       $19.45 
                          ____        ____         ____                ____        ____
                          ____        ____         ____                ____        ____

TOTAL RETURN at net
 asset value(a)           7.47%      14.28%       14.10%              7.76%       12.43%
RATIOS/SUPPLEMENTAL DATA:
Net assets, at end of
 period (in thousands)   $23,683    $20,432      $11,999             $9,785      $10,504 
Ratio of net investment
  income to 
  average net assets*      0.59%      0.52%       1.00%               0.84%        0.82%

Ratio of expenses to
  average net assets*       1.35%      1.31%      1.10%               1.10%       1.10%
Ratio of expenses to
  average net assets 
  before voluntary
  expense limitation*       1.42%      1.77%      2.19%               1.75%       1.52%
Portfolio turnover rate       46%        26%        28%                 46%         26%



<CAPTION>

                                           Class A                   Class B
                                    __________________        _________________

GE International Equity Fund       9/30/95     9/30/94       9/30/95     9/30/94
Inception date                          -       3/2/94            -       3/2/94
<S>                                  <C>         <C>           <C>         <C>
Net asset value, beginning
 of period                          $15.18      $15.00        $15.13      $15.00 
Income (loss) from
 investment operations:
Net investment income                 0.09        0.06          0.01       0.00
Net realized and unrealized
  gains (losses)
  on investments                      0.64        0.12          0.64       0.13
                                      ____        ____          ____        ____
Total income (loss)
  from investment 
  operations                          0.73        0.18          0.65        0.13
                                      ____        ____          ____        ____
Less distributions:
From net investment income            0.04        0.00          0.01        0.00
From capital gains                    0.00        0.00          0.00        0.00
                                      ____        ____          ____        ____

Total distributions                   0.04        0.00          0.01        0.00
                                      ____        ____          ____        ____

Net asset value, end of period      $15.87      $15.18        $15.77      $15.13
                                      ____        ____          ____        ____
                                      ____        ____          ____        ____

TOTAL RETURN at net asset value(a)   4.87%       1.20%         4.33%       0.87%

RATIOS/SUPPLEMENTAL DATA:

Net assets, at end of period
 (in thousands)                    $3,948          $25          $57          $34
Ratio of net investment
 income to 
  average net assets*               1.28%        1.01%        0.10%        0.47%

Ratio of expenses to
 average net assets*                1.60%        1.60%        2.10%        2.10%
Ratio of expenses to
 average net assets 
  before voluntary
 expense limitation*                1.95%        1.93%        3.50%        2.43%
Portfolio turnover rate               27%           6%          27%           6%


<CAPTION>
                                           Class C                       Class D
                                     _________________             _________________

GE International Equity Fund        9/30/95     9/30/94           9/30/95     9/30/94
Inception date                          -        3/2/94               -        3/2/94
<S>                                   <C>         <C>               <C>        <C>
Net asset value, beginning of period $15.19      $15.00            $15.22      $15.00
Income (loss) from investment
 operations:
Net investment income                  0.12        0.00              0.12        0.10
Net realized and unrealized
  gains (losses) on investments        0.65        0.19              0.70        0.12
                                       ____        ____              ____        ____

Total income (loss)
  from investment 
  operations                           0.77        0.19              0.82        0.22
                                       ____        ____              ____        ____

Less distributions:
From net investment income             0.08        0.00               0.10        0.00
From capital gains                     0.00        0.00               0.00        0.00
                                       ____        ____               ____        ____

Total distributions                    0.08        0.00               0.10        0.00
                                       ____        ____               ____        ____

Net asset value, end of period       $15.88      $15.19             $15.94      $15.22 
                                       ____        ____              ____        ____
                                       ____        ____              ____        ____

TOTAL RETURN at net asset value(a)     5.16%       1.27%             5.45%       1.47%
RATIOS/SUPPLEMENTAL DATA:
Net assets, at end of period
 (in thousands)                       $1,262        $481           $32,907      $26,460
Ratio of net investment income to 
  average net assets*                  0.83%       0.66%             0.97%        1.52%
Ratio of expenses to average
  net assets*                          1.35%       1.35%             1.07%        1.10%
Ratio of expenses to
  average net assets 
  before voluntary expense
  limitation*                          2.75%       1.68%             1.18%        1.43%
Portfolio turnover rate                  27%          6%               27%           6%

</TABLE>

SEE NOTES ACCOMPANYING FINANCIAL HIGHLIGHTS.

                                         7


<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>

                                          Class A                   Class B
                                     __________________        _________________

<S>                                 <C>            <C>             <C>           <C>
GE Strategic Investment Fund       9/30/95       9/30/94(b)       9/30/95       9/30/94
Inception date                          -       12/22/93               -       12/22/93
Net asset value,
  beginning of period               $15.71        $16.21           $15.62        $16.14
Income (loss) from
  investment operations:
Net investment income                 0.40          0.48             0.43          0.27
Net realized and
  unrealized gains
  (losses) on 
 investments                          2.69         (0.65)            2.55         (0.46)
                                      ____          ____             ____          ____

Total income (loss)
  from investment        
  operations                          3.09         (0.17)            2.98         (0.19)
                                      ____          ____             ____          ____
Less distributions:
From net investment income            0.37          0.27             0.34          0.27
From capital gains                    0.00          0.06             0.00          0.06
                                      ____          ____             ____          ____

Total distributions                   0.37          0.33             0.34          0.33
                                      ____          ____             ____          ____

Net asset value, end of period       $18.43       $15.71           $18.26        $15.62
                                      ____          ____             ____          ____
                                      ____          ____             ____          ____

TOTAL RETURN at net
  asset value(a)                     20.12%       (1.32%)           19.53%       (1.25%)
RATIOS/SUPPLEMENTAL DATA:

Net assets, at end of period
  (in thousands)                     $8,878       $1,104             $882          $150
Ratio of net investment
  income to
  average net assets*                 2.95%        2.59%             2.46%        1.92%
Ratio of expenses to
  average net assets*                 1.15%        1.15%             1.65%        1.65%
Ratio of expenses to
  average net assets
  before voluntary
  expense limitation*                 1.19%       1.58%              3.50%        2.08%
Portfolio turnover rate                 98%         68%                98%          68%


<CAPTION>
                                         Class C                          Class D
                                 ___________________                 _________________

GE Strategic Investment Fund     9/30/95       9/30/94     9/30/93(c)     9/30/95     9/30/94
Inception date                       -            -         1/5/93          -       11/29/93
<S>                                <C>           <C>         <C>            <C>       <C>
Net asset value,
  beginning of period             $15.72        $16.08       $15.00        $15.74      $16.02
Income (loss) from
  investment operations:
Net investment income               0.48          0.44         0.23          0.55       0.45
Net realized and
   unrealized gains
  (losses) on investments           2.64         (0.48)        0.85          2.62      (0.40)
                                    ____          ____         ____          ____       ____

Total income (loss)
  from investment
  operations                        3.12         (0.04)        1.08          3.17       0.05
                                    ____          ____         ____          ____       ____

Less distributions:
From net investment income          0.38          0.26          0.00         0.42       0.27
From capital gains                  0.00          0.06          0.00         0.00       0.06
                                    ____          ____          ____         ____       ____

Total distributions                 0.38          0.32          0.00         0.42       0.33
                                    ____          ____         ____          ____       ____

Net asset value, end of period     $18.46        $15.72       $16.08       $18.49      $15.74
                                    ____          ____         ____          ____       ____
                                    ____          ____         ____          ____       ____

TOTAL RETURN at net asset
  value(a)                         20.35%        (0.27%)       8.06%        20.70%      0.25%

RATIOS/SUPPLEMENTAL DATA:

Net assets, at end of period
   (in thousands)                $17,821         $13,018     $12,780       $18,665    $17,159
Ratio of net investment
  income to
  average net assets*              3.21%           2.62%       2.68%         3.46%      2.93%
Ratio of expenses to
  average net assets*              0.90%           0.85%       0.65%         0.65%      0.65%
Ratio of expenses to
 average net assets
  before voluntary expense
 limitation*                       1.03%           1.33%       1.65%         0.97%      1.08%
Portfolio turnover rate              98%             68%         20%           98%        68%
</TABLE>


<TABLE>
<CAPTION>
                                          Class A                   Class B
                                     __________________        _________________

<S>                                   <C>        <C>           <C>          <C>
GE Tax-Exempt Fund                  9/30/95    9/30/94(b)     9/30/95      9/30/94
Inception date                         -      12/22/93             -      12/22/93
Net asset value,
  beginning of period               $11.32      $12.31         $11.32       $12.30
Income (loss) from
  investment operations:
Net investment income                 0.53        0.39           0.47         0.34
Net realized and
  unrealized gains 
  (losses) on investments             0.46      (1.00)           0.47        (0.98)
                                      ____       ____            ____         ____

Total income (loss) from investment 
  operations                          0.99      (0.61)           0.94        (0.64)
                                      ____       ____            ____         ____

Less distributions:
From net investment income            0.54       0.38            0.48         0.34
From capital gains                    0.00       0.00            0.00         0.00
                                      ____       ____            ____         ____

Total distributions                   0.54       0.38            0.48         0.34
                                      ____       ____            ____         ____

Net asset value, end of period      $11.77     $11.32          $11.78       $11.32
                                      ____       ____            ____         ____
                                      ____       ____            ____         ____
TOTAL RETURN at net asset
  value(a)                            8.96%     (5.40%)          8.51%       (5.28%)
RATIOS/SUPPLEMENTAL DATA:
Net assets, at end of period
  (in thousands)                      $389        $53            $689          $61 
Ratio of net investment
  income to 
  average net assets*                 4.54%      4.34%           3.81%        3.68%
Ratio of expenses to average
  net assets*                         1.10%      1.10%           1.60%        1.60%
Ratio of expenses to
  average net assets 
  before voluntary
  expense limitation*                 3.00%      1.58%           3.50%        2.08%
Portfolio turnover rate                 86%        23%             86%          23%



</TABLE>
<TABLE>
<CAPTION>
                                         Class C                          Class D
                                 ___________________                 _________________

GE Tax-Exempt Fund      9/30/95      9/30/94      9/30/93(c)       9/30/95      9/30/94
Inception date             -            -          1/5/93               -      11/29/93
<S>                      <C>          <C>           <C>              <C>          <C>
Net asset value,
  beginning of period   $11.32        $12.36       $12.00           $11.32       $12.11
Income (loss) from
  investment operations:
Net investment income     0.57          0.54         0.33             0.60         0.47 
Net realized and
  unrealized gains 
  (losses) on
  investments             0.45         (1.06)        0.36             0.46        (0.80)
                          ____          ____         ____             ____         ____

Total income (loss)
  from investment 
  operations              1.02         (0.52)        0.69             1.06       (0.33)
                          ____          ____         ____             ____         ____

Less distributions:
From net investment
 income                   0.57          0.52         0.33             0.60        0.46
From capital gains        0.00          0.00         0.00             0.00        0.00
                          ____          ____         ____             ____         ____

Total distributions       0.57          0.52         0.33             0.60        0.46
                          ____          ____         ____             ____         ____

Net asset value,
 end of period          $11.77         $11.32       $12.36          $11.78       $11.32
                          ____          ____         ____             ____         ____
                          ____          ____         ____             ____         ____


TOTAL RETURN at net
 asset value(a)          9.23%         (4.30%)       5.48%            9.59%      (2.80%)

RATIOS/SUPPLEMENTAL DATA:

Net assets, at end of period
  (in thousands)        $6,816         $6,917      $10,136           $3,905       $4,995 
Ratio of net investment
  income to 
  average net assets*    4.94%          4.41%        3.56%            5.20%         4.65%

Ratio of expenses to 
  average net assets*    0.85%          0.79%        0.60%            0.60%         0.60%
Ratio of expenses to
  average net assets 
  before voluntary
 expense limitation*     1.18%          1.33%        1.53%            1.47%         1.08%
Portfolio
 turnover rate             86%            23%          29%              86%           23%
</TABLE>

SEE NOTES ACCOMPANYING FINANCIAL HIGHLIGHTS.

                                         8


<PAGE>


FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
                                          Class A                     Class B
                                     __________________          _________________

GE Fixed Income Fund              9/30/95      9/30/94(b)      9/30/95      9/30/94
Inception date                         -      12/22/93              -      12/22/93
<S>                                <C>          <C>             <C>          <C>
Net asset value,
  beginning of period             $11.27        $12.19          $11.26       $12.15
Income (loss) from
  investment operations:
Net investment income               0.73          0.47            0.65         0.42
Net realized and
  unrealized gains
  (losses) on investments           0.63         (0.84)           0.66       (0.81)
                                    ____          ____            ____        ____

Total income (loss)
  from investment
  operations                        1.36         (0.37)           1.31       (0.39)
                                    ____          ____            ____        ____

Less distributions:
From net investment income          0.72          0.47            0.66        0.42
From capital gains                  0.00          0.08            0.00        0.08
                                    ____          ____            ____        ____

Total distributions                 0.72          0.55            0.66        0.50
                                    ____          ____            ____        ____

Net asset value, end of period     $11.91       $11.27          $11.91      $11.26
                                   _____         _____          ______      ______
                                   _____         _____          ______      ______

TOTAL RETURN at net
  asset value(a)                  12.48%        (3.02%)         11.98%       (3.31%)

RATIOS/SUPPLEMENTAL DATA:

Net assets, at end of period
  (in thousands)                 $5,400        $26,023           $234          $65
Ratio of net investment
  income to
  average net assets*             6.22%          5.37%          5.57%         4.83%
Ratio of expenses to
  average net assets*             1.08%          1.10%          1.60%         1.58%
Ratio of expenses to
  average net assets
   before voluntary
  expense limitation*             1.18%          1.51%          3.50%         2.01%
Portfolio turnover rate            315%           298%           315%          298%



<CAPTION>
                                         Class C                          Class D
                                 ___________________                 _________________

GE Fixed Income Fund      9/30/95      9/30/94      9/30/93(c)      9/30/95      9/30/94
Inception date                 -            -        1/5/93             -       11/29/93
<S>                         <C>          <C>           <C>            <C>         <C>
Net asset value,
  beginning of period      $11.27       $12.31       $12.00          $11.27       $12.17
Income (loss) from
  investment operations:
Net investment income        0.73         0.61         0.36            0.77         0.55
Net realized and
  unrealized gains
  (losses) on investments    0.67        (0.96)        0.31            0.65        (0.83)
                             ____         ____         ____            ____         ____

Total income (loss)
  from investment
  operations                 1.40        (0.35)        0.67            1.42        (0.28)
                             ____         ____         ____            ____         ____

Less distributions:
From net investment
  income                     0.75         0.61         0.36            0.77         0.54
From capital gains           0.00         0.08         0.00            0.00         0.08
                             ____         ____         ____            ____         ____

Total distributions          0.75         0.69         0.36            0.77         0.62
                             ____         ____         ____            ____         ____

Net asset value,
  end of period            $11.92       $11.27       $12.31          $11.92       $11.27
                           ______       ______       ______           ______      ______
                           ______       ______       ______           ______      ______

TOTAL RETURN at net
  asset value(a)            12.81%       (2.97%)       5.24%           13.10%      (2.34%)

RATIOS/SUPPLEMENTAL DATA:
Net assets, at end of
  period (in thousands)   $21,401       $13,600      $11,485          $6,642       $2,732
Ratio of net investment
  income to
  average net assets*        6.37%         5.22%        3.87%           6.57%        5.40%
Ratio of expenses to
  average net assets*        0.85%         0.79%        0.60%           0.59%        0.58%
Ratio of expenses to
  average net assets
   before voluntary
  expense limitation*        0.95%         1.26%        1.63%           2.50%        1.01%
Portfolio turnover rate      315%           298%          68%            315%         298%



<CAPTION>
                                          Class A                     Class B
                                     __________________          _________________

GE Short-Term Government Fund       9/3/95       9/30/94       9/30/95       9/30/94
Inception date                          -         3/2/94           -          3/2/94
<S>                                  <C>          <C>            <C>           <C>
Net asset value,
  beginning of period               $11.72        $12.00        $11.72        $12.00
Income (loss) from
  investment operations:
Net investment income                 0.64          0.35          0.59          0.33
Net realized and
  unrealized gains
  (losses) on investments             0.21         (0.30)         0.21         (0.31)
                                      ____          ____          ____          ____

Total income (loss)
  from investment
  operations                          0.85          0.05          0.80          0.02
                                      ____          ____          ____          ____

Less distributions:
From net investment income            0.66          0.33          0.62          0.30
From capital gains                    0.00          0.00          0.00          0.00
                                      ____          ____          ____          ____

Total distributions                   0.66          0.33          0.62          0.30
                                      ____          ____          ____          ____

Net asset value, end of period      $11.91        $11.72        $11.90        $11.72
                                    ______        ______        ______        ______
                                    ______        ______        ______        ______

TOTAL RETURN at net
  asset value(a)                    7.48%          0.40%         7.01%         0.20%

RATIOS/SUPPLEMENTAL DATA:
Net assets, at end of period
  (in thousands)                    $285            $35           $83          $25
Ratio of net investment
  income to
  average net assets*              5.27%          4.75%         5.07%        4.38%
Ratio of expenses to
  average net assets*              0.95%          0.95%         1.30%        1.30%
Ratio of expenses to
  average net assets
  before voluntary
  expense limitation*              3.00%          1.71%         3.35%        2.06%
Portfolio turnover rate             415%           146%          415%          146%


<CAPTION>
                                              Class C                    Class D
                                        ___________________        _________________

GE Short-Term Government Fund          9/30/95       9/30/94             9/30/95       9/30/94
Inception date                             -          3/2/94                 -          3/2/94
<S>                                      <C>           <C>                 <C>           <C>
Net asset value, beginning of period    $11.72        $12.00              $11.72        $12.00
Income (loss) from
  investment operations:
Net investment income                     0.66          0.36                0.69          0.39
Net realized and unrealized gains
  (losses) on investments                 0.22         (0.30)               0.21        (0.31)
                                          ____          ____                ____         ____
Total income (loss) from investment
  operations                              0.88          0.06                0.90          0.08
                                          ____          ____                ____          ____

Less distributions:
From net investment income                0.69          0.34                0.72          0.36
From capital gains                        0.00          0.00                0.00          0.00
                                          ____          ____                ____          ____

Total distributions                       0.69          0.34                0.72          0.36
                                          ____          ____                ____          ____

Net asset value, end of period          $11.91        $11.72              $11.90        $11.72
                                         ______       ______              ______        ______
                                         ______       ______              ______        ______

TOTAL RETURN at net asset value(a)        7.74%        0.53%               7.92%         0.69%

RATIOS/SUPPLEMENTAL DATA:
Net assets, at end of period
  (in thousands)                         $2,437         $287              $8,048        $7,822
Ratio of net
  investment income to
  average net assets*                      5.62%       5.18%                5.89%        5.32%
Ratio of expenses to
  average net assets*                      0.70%       0.70%                0.45%        0.45%
Ratio of expenses to
  average net assets
  before voluntary
  expense limitation*                      1.84%       1.46%                0.98%        1.21%
Portfolio turnover rate                     415%        146%                 415%         146%
</TABLE>

SEE NOTES ACCOMPANYING FINANCIAL HIGHLIGHTS.

                                         9


<PAGE>


FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>

GE Money Market Fund                      9/30/95        9/30/94        9/30/93(c)
<S>                                         <C>            <C>            <C>
INCEPTION DATE                               --             --              1/5/93
Net asset value, beginning of period        $1.00          $1.00             $1.00

INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income                        0.05           0.03              0.02
Net realized and unrealized gains 
  (losses) on investments                    0.00           0.00              0.00
                                            _____           _____            _____

TOTAL INCOME (LOSS) FROM INVESTMENT 
  OPERATIONS                                 0.05            0.03             0.02

LESS DISTRIBUTIONS:
From net investment income                   0.05            0.03             0.02
From capital gains                           0.00            0.00             0.00
                                            _____           _____            _____

Total distributions                          0.05            0.03             0.02
                                            _____           _____            _____

NET ASSET VALUE, END OF PERIOD              $1.00           $1.00            $1.00
                                            _____           _____            _____
                                            _____           _____            _____

TOTAL RETURN AT NET ASSET VALUE(A)          5.52%           3.31%             1.64%

RATIOS/SUPPLEMENTAL DATA:

Net assets, at end of period
 (in thousands)                            $71,664        $53,607           $17,197

Ratio of net investment income to 
  average net assets*                        5.32%          3.41%             2.27%

Ratio of expenses to average net assets*     0.45%          0.45%             0.45%

Ratio of expenses to average net assets 
  before voluntary expense limitation*       0.70%          1.04%             1.48%

</TABLE>


_______________

(A)  TOTAL RETURNS ARE HISTORICAL AND ASSUME CHARGES IN SHARE PRICE, 
     REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS, AND ASSUME NO SALES
CHARGE.  
     HAD THE ADVISOR NOT ABSORBED A PORTION OF EXPENSES, TOTAL RETURN
WOULD 
     HAVE BEEN LOWER. PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED.
(B)  PER SHARE INFORMATION IS FOR THE PERIOD SINCE INCEPTION THROUGH 
     SEPTEMBER 30, 1994, AND THE TOTAL RETURN INFORMATION IS FOR THE
PERIOD 
     JANUARY 1, 1994, START OF INVESTMENT OPERATIONS, THROUGH SEPTEMBER
30, 
     1994.

(C) PER SHARE INFORMATION IS FOR THE PERIOD SINCE INCEPTION THROUGH 
    SEPTEMBER 30, 1993, AND THE TOTAL RETURN INFORMATION IS FOR THE
PERIOD 
    FEBRUARY 22, 1993, START OF INVESTMENT OPERATIONS, THROUGH
SEPTEMBER 30, 
    1993, EXCEPT FOR GE TAX-EXEMPT FUND, WHICH IS FROM FEBRUARY 26, 1993 
    THROUGH SEPTEMBER 30, 1993.

*   ANNUALIZED FOR PERIODS LESS THAN ONE YEAR.

                                      10



<PAGE>

THE MULTIPLE DISTRIBUTION SYSTEM

Pursuant to a multiple distribution system (the "Multiple Distribution 
System"), the Trust offers investors in GE U.S. Equity Fund, GE Global Equity 
Fund, GE International Equity Fund, GE Strategic Investment Fund, GE 
Tax-Exempt Fund, GE Fixed Income Fund, and GE Short-Term Government Fund 
(each a "Participant Fund" and together the "Participant Funds") different 
methods of purchasing shares, thus enabling investors to choose the Class 
that best suits their needs given the amount of purchase and intended length 
of investment.

CLASS A SHARES.  Class A shares are sold at net asset value per share plus a 
maximum initial sales charge imposed at the time of purchase of 4.75% with 
respect to GE U.S. Equity Fund, GE Global Equity Fund, GE International 
Equity Fund and GE Strategic Investment Fund and 4.25% with respect to GE 
Tax-Exempt Fund and GE Fixed Income Fund and 2.50% with respect to GE 
Short-Term Government Fund.  The initial sales charge may be reduced or 
waived for certain purchases.  Class A shares of a Participant Fund are 
subject to an annual service fee of .25% of the value of the Participant 
Fund's average daily net assets attributable to the Class and an annual 
distribution fee of .25% of the value of the Participant Fund's average daily 
net assets attributable to the Class.  The annual service fee is used by GE 
Investment Management Incorporated ("GEIM"), the Fund's investment adviser 
and administrator, to compensate itself or others, including GE Investment 
Services Inc., the distributor of the Funds' shares (the "Distributor"), for 
services provided to shareholders of the 
Class A shares.  The distribution fee is used to compensate GEIM or to allow 
GEIM to compensate others, including the 
Distributor, for its expenses associated with activities that are primarily 
intended to result in the sale of Class A shares of the Participant Funds.  
The sales charge is retained by the Distributor, although a portion of the 
sales charge may be paid to registered representatives or other dealers that 
enter into selected dealer agreements with the Distributor.  See "Purchase of 
Shares" and "Redemption of Shares" below.

CLASS B SHARES.  Class B shares are sold at net asset value per share subject 
to a maximum 4.00% CDSC with respect to GE U.S. Equity Fund, GE Global Equity 
Fund, GE International Equity Fund and GE Strategic Investment Fund and a 
3.00% CDSC with respect to GE Tax-Exempt Fund, GE Fixed Income Fund and GE 
Short-Term Government Fund, which is assessed only if the shareholder redeems 
shares within the first four years of investment. This method of distribution 
results in 100% of the investor's assets being used to acquire shares of the 
Participant Fund.  For each year of investment the applicable CDSC declines 
each year in accordance with the tables set out below under "Redemption of 
Shares - Redemptions in General."  Class B shares of a Participant Fund, 
other than GE Short-Term Government Fund, are subject to an annual service 
fee of .25% and an annual distribution fee of .75% of the value of the 
Participant Fund's average daily net assets attributable to the Class.  In 




the case of GE Short-Term Government Fund, Class B shares are subject to an 
annual service fee of .25% and an annual distribution fee of .60% of the 
value of GE Short-Term Government Fund's average daily net assets 
attributable to the Class.  Like the service fee and distribution fee 
applicable to Class A shares, the Class B service fee and distribution fee is 
used to compensate GEIM or to enable GEIM to compensate others with respect 
to expenses associated with ongoing shareholder and distribution services 
provided to shareholders of Class B shares.  See "Purchase of Shares" and 
"Redemption of Shares" below.

Six years after the date of purchase, Class B shares will convert 
automatically to Class A shares, based on the relative net asset values of 
shares of each Class, and will at that time be subject to a distribution fee 
of .25% of the Participant Fund's net assets attributable to the Class (as 
well as the service fee of .25% of the value of the Participant Fund's 
average daily net assets attributable to the Class).  The conversion of Class 
B shares into Class A shares is subject to the continuing availability of an 
opinion of counsel to the effect that the conversions will not constitute 
taxable events for Federal tax purposes.

CLASS C SHARES.  Class C shares of a Participant Fund are sold at net asset 
value per share, subject only to an annual service fee of .25% of the value 
of the Participant Fund's average daily net assets attributable to the Class. 
 No sales charge or CDSC will be imposed on Class C shares; however, Class C 
shares are available only to a limited group of investors, including 
employees of General Electric Company ("GE") or an affiliate of GE. For a 
more complete description of Class C shares see "Purchase of Shares" below.
CLASS D SHARES.  Class D shares of a Participant Fund are sold at net asset 
value per share and are not subject to any sales charge, CDSC, service fee or 
distribution fee.  Class D shares are available only to certain institutional 
investors described in detail under "Purchase of Shares" below.

INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES

Set forth below is a description of the investment objective and policies of 
each Fund.  The investment objective of a Fund may not be changed without the 
approval of the holders of a majority of the Fund's outstanding voting 
securities as defined in the Investment Company Act of 1940, as amended (the 
"1940 Act").  Such a majority is defined in the 1940 Act as the lesser of (1) 
67% or more of the shares present at a Fund

                                      11


<PAGE>

meeting, if the holders of more than 50% of the outstanding shares of the Fund 
are present or represented by proxy or (2) more than 50% of the outstanding 
shares of the Fund.  No assurance can be given that a Fund will be able to 
achieve its investment objective.

GE U.S. EQUITY FUND

The investment objective of GE U.S. Equity Fund (the "U.S. Equity Fund") is 
long-term growth of capital, which objective the Fund seeks to achieve 
through investment primarily in equity securities of U.S. companies.  In 
pursuing its objective, the U.S. Equity Fund, under normal conditions, 
invests at least 65% of its assets in equity securities, consisting of common 
stocks and preferred stocks, and securities convertible into common stocks, 
consisting of convertible bonds, convertible debentures, convertible notes, 
convertible preferred stocks and warrants or rights issued by U.S. companies. 
The equity securities issued by U.S. companies in which the U.S. Equity Fund 
invests typically are traded on U.S. securities exchanges; those U.S. equity 
securities held by the U.S. Equity Fund that are not exchange-traded are 
non-publicly traded or traded in the U.S. over-the-counter market.  Up to 15% 
of the U.S. Equity Fund's assets may be invested in foreign securities.  The 
U.S. Equity Fund also may invest in securities of foreign issuers in the form 
of depositary receipts.  A more complete description of foreign securities 
and depositary receipts and the risks and special considerations applicable 
to them is included below under "Risk Factors and Special Considerations" and 
in "Further Information: Certain Investment Techniques and Strategies."

The U.S. Equity Fund may, under normal market conditions, invest up to 35% of 
its assets in notes, bonds and debentures issued by corporate or governmental 
entities when GEIM determines that investing in these kinds of debt 
securities is consistent with the Fund's investment objective of long-term 
growth of capital.  GEIM believes that such a determination could be made, 
for example, upon the U.S. Equity Fund's investing in the debt securities of 
a company whose securities GEIM anticipates will increase in value as a 
result of a development particularly or uniquely applicable to the company, 
such as a liquidation, reorganization, recapitalization or merger, material 
litigation, technological breakthrough or new management or management 
policies.  In addition, GEIM believes such a determination could be made with 
respect to an investment by the U.S. Equity Fund in debt instruments issued 
by a governmental entity upon GEIM's concluding that the value of the 
instruments will increase as a result of improvements or changes in public 
finances, monetary policies, external accounts, financial markets, exchange 
rate policies or labor conditions of the country in which the governmental 
entity is located.



During normal market conditions, a portion of the U.S. Equity Fund's total 
assets may be held in cash and/or invested in money market instruments of the 
types described below under "Additional Investments - Money Market 
Instruments" for cash management purposes, pending investment in accordance 
with the Fund's investment objective and policies and to meet operating 
expenses.  During periods in which GEIM believes that investment 
opportunities in the U.S. equity markets are diminished (due to either fundame
ntal changes in those markets or an anticipated general decline in the value 
of U.S. equity securities), the U.S. Equity Fund may for temporary defensive 
purposes hold cash and/or invest in the same types of money market 
instruments without limitation.  Included among the money market instruments 
in which the U.S. Equity Fund may invest are repurchase agreements, the risks 
and special considerations of which are described below under "Risk Factors 
and Special Considerations - Repurchase and Reverse Repurchase Agreements."  
To the extent that it holds cash or invests in money market instruments, the 
U.S. Equity Fund may not achieve its investment objective of long-term growth 
of capital.

The U.S. Equity Fund's investments in debt securities are limited to those 
that are rated investment grade, except that up to 5% of the Fund's assets 
may be invested in securities rated lower than investment grade.  A security 
is considered investment grade if it is rated at the time of purchase within 
the four highest grades assigned by Standard & Poor's Corporation ("S&P") or 
by Moody's Investors Service, Inc. ("Moody's") or has received an equivalent 
rating from another nationally recognized statistical rating organization 
("NRSRO") or, if unrated, is deemed by GEIM to be of comparable quality.  
Risks and special considerations applicable to certain investment grade 
obligations and obligations rated lower than investment grade are described 
below under "Risk Factors and Special Considerations."  A description of S&P 
and Moody's ratings relevant to the U.S. Equity Fund's investments is 
included as an Appendix to the Statement of Additional Information.
In managing the assets of the U.S. Equity Fund, GEIM uses a combination of 
"value-oriented" and "growth-oriented" investing.  Value-oriented investing 
involves seeking securities that may have low price-to-earnings ratios, or 
high yields, or that sell for less than intrinsic value as determined by 
GEIM, or that appear attractive on a dividend discount model.  These 
securities generally are sold from the U.S. Equity Fund's portfolio when 
their prices approach targeted levels.  Growth-oriented investing generally 
involves buying securities with above average earnings growth rates at 
reasonable prices.  The U.S. Equity Fund holds these securities until GEIM 
determines that their growth prospects diminish or that they have become 
overvalued when compared with alternative investments.

In investing on behalf of the U.S. Equity Fund, GEIM seeks to produce a 
portfolio that GEIM believes will have similar characteristics to the 
Standard & Poor's 500 Composite Stock Price Index (the "S&P Index"), by 
virtue of blending investments in both "value" and "growth" securities.  
Since the U.S. Equity Fund's strat-

                                      12



<PAGE>

egy seeks to combine the basic elements of companies comprising the 
S&P Index, but is designed to select investments deemed to be the 
most attractive within each category, GEIM believes that the strategy 
should be capable of outperforming the U.S. equity market as reflected 
by the S&P Index on a total return basis.

The U.S. Equity Fund, in addition to investing as described above, may hold 
the following types of instruments: non-publicly traded securities, illiquid 
securities, and securities that are not registered under the Securities Act 
of 1933, as amended (the "1933 Act"), but that can be sold to "qualified 
institutional buyers" in accordance with Rule 144A under the 1933 Act (each, 
a "Rule 144A Security" and collectively, "Rule 144A Securities").  In 
addition, the U.S. Equity Fund may engage in the following types of 
investment techniques and strategies: purchasing put and call options on 
securities, writing put and call options on securities, purchasing put and 
call options on securities indexes, entering into interest rate, financial 
and stock or bond index futures contracts or related options that are traded 
on a U.S. or foreign exchange or board of trade or in the over-the-counter 
market, engaging in forward currency transactions, purchasing and writing put 
and call options on foreign currencies, entering into securities transactions 
on a when-issued or delayed-delivery basis and lending portfolio securities.  
These other instruments, investment techniques and strategies have risks and 
special considerations associated with them that are described below under 
"Risk Factors and Special Considerations" and in "Further Information: 
Certain Investment Techniques and Strategies."

GE GLOBAL EQUITY FUND

The investment objective of GE Global Equity Fund (the "Global Fund") is 
long-term growth of capital, which the Fund seeks to achieve by investing 
principally in foreign equity securities.  In seeking its objective, the 
Global Fund invests primarily in a portfolio of securities issued by 
companies located in developed and developing countries throughout the world. 
The Global Fund may also invest in securities of foreign issuers in the form 
of depositary receipts.  A more complete description of foreign securities 
and depositary receipts and the risks and special considerations applicable 
to them is included below under "Risk Factors and Special Considerations" and 
in "Further Information: Certain Investment Techniques and Strategies."  
Although the Global Fund is subject to no prescribed limits on geographic 
asset distribution, under normal circumstances, at least 65% of the Fund's 
assets are invested in the aggregate in no fewer than three different 
countries.  In addition, under normal circumstances, at least 80% of the 
Global Fund's total assets are at any one time invested in companies or 
governments of countries represented in the Morgan Stanley Capital 
International World Index, a well-known index reflecting developed and 
developing markets throughout the world.



The Global Fund, under normal conditions, invests at least 65% of its assets 
in common stocks, preferred stocks, convertible debentures, convertible 
notes, convertible preferred stocks and common stock purchase warrants or 
rights, issued by established companies.  The equity securities in which the 
Global Fund invests are issued by foreign or U.S. companies and in most cases 
are traded on foreign or U.S. securities exchanges.

The Global Fund may, under normal market conditions, invest up to 35% of its 
assets in notes, bonds and debentures issued by corporate or governmental 
entities when GEIM determines that investing in those kinds of debt 
securities is consistent with the Fund's investment objective of long-term 
growth of capital.  GEIM believes that such a determination could be made, 
for example, upon the Global Fund's investing in the debt securities of a 
company whose securities GEIM anticipates will increase in value as a result 
of a development particularly or uniquely applicable to the company, such as 
a liquidation, reorganization, recapitalization or merger, material 
litigation, technological breakthrough or new management or management 
policies.  In addition, GEIM believes such a determination could be made with 
respect to an investment by the Global Fund in debt instruments issued by a 
governmental entity upon GEIM's concluding that the value of the instruments 
will increase as a result of improvements or changes in public finances, 
monetary policies, external accounts, financial markets, exchange rate 
policies or labor conditions of the country in which the governmental entity 
is located.

The Global Fund's investments in debt instruments are generally limited to 
those that are rated investment grade; up to 5% of the Fund's assets may be 
invested in securities rated lower than investment grade.  Risks and special 
considerations applicable to certain investment grade obligations and 
obligations rated below investment grade are described below under "Risk 
Factors and Special Considerations."

In selecting investments on behalf of the Global Fund, GEIM seeks companies 
that are expected to grow faster than relevant markets and whose securities 
are available at a price that does not fully reflect the potential growth of 
those companies.  GEIM typically focuses on companies that possess one or 
more of a variety of characteristics, including strong earnings growth 
relative to price-to-earnings ratio, low price-to-book value, strong cash 
flow, presence in an industry experiencing strong growth and high quality 
management.

Although, under normal circumstances, the Global Fund invests principally in 
securities of issuers located in a number of different countries as described 
above, in the event of unstable market, economic, political or currency 
conditions outside of the United States, the Fund may assume a temporary 
defensive posture and restrict the securities markets in which its assets 
will be invested.  In that event, the Global Fund may, in seeking to achieve 
its objective, invest all or a significant

                                      13



<PAGE>

portion of its assets in securities of the types described above issued by U.S. 
or Canadian entities.

During normal market conditions, a portion of the Global Fund's total assets 
may be held in cash and/or invested in money market instruments of the types 
described below under "Additional Investments -Money Market Instruments," for 
cash management purposes, pending investment in accordance with the Fund's 
investment objective and policies and to meet operating expenses. Under 
unstable market, economic, political or currency conditions abroad, the 
Global Fund may assume a temporary defensive posture and without limitation 
hold cash and/or invest in such money market instruments. Included among the 
money market instruments in which the Global Fund may invest are repurchase 
agreements, the risks and special considerations of which are described below 
under "Risk Factors and Special Considerations - Repurchase and Reverse 
Repurchase Agreements."  To the extent that it holds cash or invests in money 
market instruments, the Global Fund may not achieve its investment objective 
of long-term growth of capital.

The Global Fund, in addition to investing as described above, may hold the 
following types of instruments: non-publicly traded securities, illiquid 
securities, Rule 144A Securities and securities of other investment funds.  
In addition, the Global Fund may engage in the following types of investment 
techniques and strategies: purchasing put and call options on securities, 
writing put and call options on securities, purchasing put and call options 
on securities indexes, entering into interest rate, financial and stock or 
bond index futures contracts or related options that are traded on a U.S. or 
foreign exchange or board of trade or in the over-the-counter market, 
engaging in forward currency transactions, purchasing and writing put and 
call options on foreign currencies, entering into securities transactions on 
a when-issued or delayed-delivery basis, lending portfolio securities and 
selling securities short against the box.  These other instruments, 
investment techniques and strategies have risks and special considerations 
associated with them that are described below under "Risk Factors and Special 
Considerations" and in "Further Information: Certain Investment Techniques 
and Strategies."

GE INTERNATIONAL EQUITY FUND

The investment objective of GE International Equity Fund (the "International 
Fund") is long-term growth of capital, which the Fund seeks to achieve by 
investing primarily in foreign equity securities.  The International Fund may 
invest in securities of companies and governments located in developed and 
developing countries outside the United States.  The International Fund may 
also invest in securities of foreign issuers in the form of depositary 
receipts.  Investing in securities issued by foreign companies and 
governments involves considerations and potential risks not typically 
associated with investing in securities issued by the U.S. Government and 
U.S. corporations.  A more complete description of foreign securities and 


depositary receipts and the risks and special considerations applicable to 
them is included below under "Risk Factors and Special Considerations" and in 
"Further Information:  Certain Investment Techniques and Strategies."  The 
International Fund intends to position itself broadly among countries and 
under normal circumstances, at least 65% of the Fund's assets will be invested
 in securities of issuers collectively having their principal business 
activities in no fewer than three different countries.  The percentage of the 
International Fund's assets invested in particular countries or regions of 
the world will vary depending on political and economic conditions.  An 
issuer's domicile or nationality will be determined by reference to (a) the 
country in which the issuer derives at least 50% of its revenues or profits 
from goods produced or sold, investments made or services performed, or (b) 
the country in which the issuer has at least 50% of its assets situated.
The International Fund, under normal conditions, invests at least 65% of its 
assets in common stocks, preferred stocks, convertible debentures, 
convertible notes, convertible preferred stocks and common stock purchase 
warrants or rights, issued by companies believed by GEIM to have a potential 
for superior growth in sales and earnings.  In most cases these securities 
are traded on foreign or U.S. exchanges.  The International Fund will 
emphasize established companies, although it may invest in companies of 
varying sizes as measured by assets, sales or capitalization.

The International Fund may, under normal market conditions, invest up to 35% 
of its assets in notes, bonds and debentures issued by corporate or 
governmental entities when GEIM determines that investing in those kinds of 
debt securities is consistent with the Fund's investment objective of long-ter
m capital appreciation.  GEIM believes that such a determination could be 
made, for example, upon the International Fund's investing in the debt 
securities of a company whose securities GEIM anticipates will increase in 
value as a result of a development particularly or uniquely applicable to the 
company, such as a liquidation, reorganization, recapitalization or merger, 
material litigation, technological breakthrough or new management or 
management policies.  In addition, GEIM believes such a determination could 
be made with respect to an investment by the International Fund in debt 
instruments issued by a governmental entity upon GEIM's concluding that the 
value of the instruments will increase as a result of improvements or changes 
in public finances, monetary policies, external accounts, financial markets, 
exchange rate policies or labor conditions of the country in which the 
governmental entity is located.

The International Fund's investments in debt securities are limited to those 
that are rated investment grade; up to 5% of the Fund's assets may be 
invested in securities rated lower than investment grade.  Risks

                                      14



<PAGE>

and special considerations applicable to certain investment grade obligations 
and obligations rated below investment grade are described below under "Risk 
Factors and Special Considerations."

In selecting investments on behalf of the International Fund, GEIM seeks 
companies that are expected to grow faster than relevant markets and whose 
securities are available at a price that does not fully reflect the potential 
growth of those companies.  GEIM typically focuses on companies that possess 
one or more of a variety of characteristics, including strong earnings growth 
relative to price-to-earnings and price-to-cash earnings ratios, low price-to-
book value, strong cash flow, presence in an industry experiencing strong 
growth and high quality management.

Under normal circumstances, the International Fund invests in securities of 
issuers located in a number of different countries located outside the United 
States as described above, and may invest a portion of its total assets in 
cash and/or money market instruments of the types described below under 
"Additional Investments - Money Market Instruments" for cash management 
purposes, pending investment in accordance with the Fund's investment 
objective and policies and to meet operating expenses. During periods when 
GEIM believes there are unstable market, economic, political or currency 
conditions abroad, the Fund may assume a temporary defensive posture and (i) 
restrict the securities markets in which its assets will be invested and 
invest all or a significant portion of its assets in securities of the types 
described above issued by companies incorporated in and/or having their 
principal activities in the United States, or (ii) without limitation hold 
cash and/or invest in money market instruments of the types described below 
under "Additional Investments - Money Market Instruments."  Included among 
the money market instruments in which the International Fund may invest are 
repurchase agreements, the risks and special considerations of which are 
described below under "Risk Factors and Special Considerations - Repurchase 
and Reverse Repurchase Agreements."  To the extent that it holds cash or 
invests in money market instruments, the International Fund may not achieve 
its investment objective of long-term capital appreciation.

The International Fund, in addition to investing as described above, may hold 
the following types of instruments:  non-publicly traded securities, illiquid 
securities, Rule 144A Securities and securities of other investment funds.  
In addition, the International Fund may engage in the following types of 
investment techniques and strategies:  purchasing put and call options on 
securities, writing put and call options on securities, purchasing put and 
call options on securities indexes, entering into interest rate, financial 
and stock or bond index futures contracts or related options that are traded 
on a U.S. or foreign exchange or board of trade or in the over-the-counter 
market, engaging in forward currency transactions, purchasing and writing put 
and call options on foreign currencies, entering into securities transactions 
on a when-issued or delayed-delivery basis, lending portfolio securities and 
selling securities short against the box.  These other instruments, 
investment techniques and strategies have risks and special considerations 


associated with them that are described below under "Risk Factors and Special 
Considerations" and in "Further Information:  Certain Investment Techniques 
and Strategies."

GE STRATEGIC INVESTMENT FUND

The investment objective of GE Strategic Investment Fund (the "Strategic 
Fund") is to maximize total return, consisting of capital appreciation and 
current income.  In seeking its objective, the Strategic Fund follows an 
asset allocation strategy contemplating shifts among a range of investments.  
This strategy may result in the Strategic Fund's experiencing a high 
portfolio turnover rate.  See "Portfolio Transactions and Turnover" below.

The Strategic Fund invests in the following classes of investments: common 
stocks, preferred stocks, convertible securities and warrants issued by U.S. 
and foreign companies; bonds, debentures, notes and convertible bonds issued 
by U.S. and foreign companies; securities issued or guaranteed by the U.S. 
Government or one of its agencies or instrumentalities ("Government 
Securities"); Municipal Obligations (as defined below); obligations of 
foreign governments or their agencies or instrumentalities; mortgage related 
securities, adjustable rate mortgage related securities ("ARMs"), 
collateralized mortgage related securities ("CMOs") and government stripped 
mortgage related securities; asset-backed and receivable-backed securities; 
and domestic and foreign money market instruments.  The U.S. equity and debt 
instruments in which the Strategic Fund invests are traded on U.S. securities 
exchanges or in the U.S. over-the-counter market, except that the Fund may 
invest up to 10% of its assets in non-publicly traded securities.  In 
addition, up to 20% of the Strategic Fund's total assets may be invested in 
foreign securities that are listed on foreign securities exchanges or traded 
in foreign over-the-counter markets.  The Strategic Fund may also invest in 
depositary receipts and indexed securities, the value of which is linked to 
currencies, interest rates, commodities, indexes or other financial 
indicators.  Mortgage related securities, ARMs, CMOs, government stripped 
mortgage related securities and asset-backed and receivable-backed securities 
are subject to several risks, including the prepayment of principal. Other 
risks and special considerations applicable to those instruments are 
described in "Further Information: Certain Investment Techniques and Strategie
s." In addition, risks and special considerations applicable to investing in 
non-publicly traded securities, foreign securities and depositary receipts 
are described below under "Risk Factors and Special Considerations" and in 
"Further Information: Certain Investment Techniques and Strategies."

                                      15



<PAGE>

GEIM has broad latitude in selecting the classes of investments to which the 
Strategic Fund's assets are committed.  Although the Strategic Fund has the 
authority to invest solely in equity securities, solely in debt securities, 
solely in money market instruments or in any combination of these classes of 
investments, GEIM anticipates that at most times the Fund will be invested in 
a combination of equity and debt instruments.

The Strategic Fund's investments are designed to achieve favorable 
performance with lower volatility than a fund that invests solely in equity 
or debt securities.  The weightings of equity and debt holdings for the 
Strategic Fund are determined by GEIM at any given time in light of its 
assessment of the attractiveness of each market.  Although GEIM cannot 
predict the mix of the Strategic Fund's investments at any one time, GEIM can 
delineate certain situations that can lead to a shift in the mix of the Strate
gic Fund's investments.  If, for example, the prices of U.S. equity 
securities decline due to falling economic activity and profits, and if GEIM 
determines that the condition is transitory, GEIM could allocate a major 
portion of the Strategic Fund's assets to the equity market.  If, on the 
other hand, the prices of debt instruments are depressed by rising economic 
activity combined with restrictive monetary or fiscal policies and GEIM 
concludes that this condition is temporary, GEIM could allocate a major 
portion of the Strategic Fund's assets to debt securities.  

During normal market conditions, a portion of the Strategic Fund's total 
assets may be held in cash and/or invested in money market instruments of the 
types described below under "Additional Investments - Money Market 
Instruments" for cash management purposes, pending investment in accordance 
with the Fund's investment objective and policies and to meet operating 
expenses.  If GEIM determines that the outlook for equity and debt securities 
is unfavorable, GEIM could cause a major portion of the Strategic Fund's 
assets to be invested in such money market instruments.  GEIM's decision that 
the Strategic Fund invest in foreign securities would be predicated on the 
outlook for the foreign securities markets of selected countries, the 
underlying economies of those countries and the direction of the U.S. dollar 
relative to the currencies of those countries.

The Strategic Fund generally seeks to invest in equity and debt securities 
that GEIM has determined offer above average potential for total return.  In 
making this determination, GEIM will take into account factors including 
earnings growth, industry attractiveness, company management, 
price-to-earnings ratios, yield, price-to-book ratios and valuation of 
assets.



The Strategic Fund typically purchases a debt security if GEIM believes that 
the yield and potential for capital appreciation of the security are 
sufficiently attractive in light of the risks of ownership of the security.  
In determining whether the Strategic Fund should invest in particular debt 
instruments, GEIM considers factors such as: the price, coupon and yield to 
maturity; GEIM's assessment of the credit quality of the issuer; the issuer's 
available cash flow and the related coverage ratios; the property, if any, 
securing the obligation; and the terms of the debt securities, including the 
subordination, default, sinking fund and early redemption provisions.

The Strategic Fund limits its purchases of debt instruments to those that are 
rated within the six highest categories by S&P, Moody's or another NRSRO, or 
if unrated, are deemed by GEIM to be of comparable quality.  The Strategic 
Fund will not purchase a debt security if, as a result of the purchase, more 
than 25% of the Fund's total assets would be invested in securities rated BBB 
by S&P or Baa by Moody's or, if unrated, deemed by GEIM to be of comparable 
quality.  In addition, the Strategic Fund will not purchase any obligation 
rated BB or B by S&P or Ba or B by Moody's if, as a result of the purchase, 
more than 10% of the Fund's total assets would be invested in obligations 
rated in those categories or, if unrated, in obligations that are deemed by GE
IM to be of comparable quality.  Risks and special considerations applicable 
to certain investment grade obligations and obligations rated lower than 
investment grade are described below under "Risk Factors and Special 
Considerations."  A description of S&P and Moody's ratings relevant to the 
Strategic Fund's investments is included as an Appendix to the Statement of 
Additional Information. 

The Strategic Fund, in addition to investing as described above, may hold the 
following types of instruments: repurchase agreements, illiquid securities, 
Rule 144A Securities, securities of supranational agencies, securities of 
other investment funds, zero coupon obligations, municipal leases, floating 
and variable rate instruments, participation interests in certain Municipal 
Obligations, Municipal Obligation components and custodial receipts.  In 
addition, the Strategic Fund may engage in the following types of investment 
techniques and strategies: purchasing put and call options on securities, 
writing put and call options on securities, purchasing put and call options 
on securities indexes, entering into interest rate, financial and stock or 
bond index futures contracts or related options that are traded on a U.S. or 
foreign exchange or board of trade or in the over-the-counter market, 
engaging in forward currency transactions, purchasing and writing put and 
call options on foreign currencies, entering into securities transactions on 
a when-issued or delayed-delivery basis, entering into mortgage dollar rolls 
and lending portfolio securities.  These other instruments, investment 
techniques and strategies have risks and special considerations associated 
with them that are described below under "Risk Factors and Special 
Considerations" and in "Further Information: Certain Investment Techniques 
and Strategies."

                                      16



<PAGE>

GE TAX-EXEMPT FUND

The investment objective of GE Tax-Exempt Fund (the "Tax-Exempt Fund") is to 
seek as high a level of current income exempt from Federal income taxation as 
is consistent with prudent investment management and the preservation of 
capital.  The Tax-Exempt Fund seeks to achieve its objective by investing in 
a diversified portfolio of debt obligations issued by, or on behalf of, 
states, territories and possessions of the United States and the District of 
Columbia and their political subdivisions, agencies and instrumentalities or 
multi-state agencies or authorities, the interest from which debt obligations 
is in the opinion of issuers' counsel, excluded from gross income for Federal 
income tax purposes ("Municipal Obligations").

The Tax-Exempt Fund operates subject to a fundamental investment policy 
providing that, under normal conditions, the Fund invests at least 80% of its 
net assets in Municipal Obligations the income from which is not a specific 
tax preference item for purposes of the Federal individual and corporate 
alternative minimum tax.  Under normal conditions, the Tax-Exempt Fund may 
hold up to 20% of its total assets in cash or money market instruments, 
including taxable money market instruments of the sort described below under 
"Additional Investments - Money Market Instruments."  In addition, the 
Tax-Exempt Fund may take a temporary defensive posture and without limitation 
may hold cash, or invest in short-term Municipal Obligations and/or money 
market instruments of the type described below under "Additional Investments 
- - - Money Market Instruments."

Municipal Obligations are classified as general obligation bonds, revenue 
bonds and notes.  General obligation bonds are secured by the issuer's pledge 
of its full faith, credit and taxing power for the payment of principal and 
interest.  Revenue bonds are payable from the revenue derived from a 
particular facility or class of facilities or, in some cases, from the 
proceeds of a special excise or other specific revenue source but not from 
the general taxing power.  Notes are short-term obligations of issuing 
municipalities or agencies and are sold in anticipation of a bond sale, 
collection of taxes or receipt of other revenues.  Municipal Obligations bear 
fixed, floating and variable rates of interest.  Variations exist in the 
security of Municipal Obligations, both within a particular classification 
and between classifications.  Risks and special considerations applicable to 
Municipal Obligations are described below under "Risk Factors and Special 
Considerations."

The Tax-Exempt Fund has the authority to invest in Municipal Obligations that 
are rated at the time of purchase within the six highest categories 
established by S&P, Moody's or another NRSRO or which, although not rated, 
are, in the opinion of GEIM, of comparative quality.  The six highest ratings 
currently assigned to municipal bonds by S&P are AAA, AA, A, BBB, BB and B 
and by Moody's are Aaa, Aa, A, Baa, Ba and B. Obligations coming within the 


highest four S&P and Moody's municipal bond ratings are considered investment 
grade.  Risks and special considerations applicable to certain investment 
grade obligations and obligations rated lower than investment grade are 
described below under "Risk Factors and Special Considerations."  A 
description of S&P and Moody's ratings relevant to the Tax-Exempt Fund's 
investments is included as an Appendix to the Statement of Additional 
Information.

Under normal conditions, at least 50% of the Tax-Exempt Fund's total assets 
are invested in obligations rated A or better by S&P or Moody's.  In 
addition, the Tax-Exempt Fund limits its investments in obligations rated BBB 
by S&P or Baa by Moody's to no more than 25% of its total assets and limits 
its investments in obligations rated BB or B by S&P or Ba or B by Moody's to 
no more than 10% of its total assets.  No more than 25% of the Tax-Exempt 
Fund's total assets may be invested in obligations that are not rated and no 
non-rated obligation will be purchased by the Fund unless GEIM determines the 
obligation to be of a quality comparable to an obligation rated B or better 
by S&P or Moody's.  For purposes of determining compliance with the 
Tax-Exempt Fund's policies with respect to ratings, non-rated obligations are 
included with rated obligations of comparable quality.  If the S&P or Moody's 
rating of a particular obligation is lowered, or if S&P or Moody's ceases to 
rate the obligation, subsequent to that purchase by the Tax-Exempt Fund, GEIM 
will consider the event in its determination of whether the Fund should 
continue to hold the obligation; the Fund will not, however, be required to 
sell the obligation in either case.

The Tax-Exempt Fund is authorized to invest in Municipal Obligations of all 
maturities.  The weighted average maturity of the Tax-Exempt Fund's portfolio 
securities is anticipated to be approximately 20 years in favorable market 
conditions.

The Tax-Exempt Fund, in addition to investing as described above, may hold 
the following types of instruments: repurchase agreements, illiquid 
securities, Rule 144A Securities, zero coupon obligations, municipal leases, 
floating or variable rate instruments, participation interests in certain 
Municipal Obligations, Municipal Obligation components and custodial 
receipts.  In addition, the Tax-Exempt Fund may engage in the following types 
of investment techniques and strategies: purchasing put and call options on 
securities, writing put and call options on securities, purchasing put and 
call options on securities indexes, entering into interest rate, financial 
and bond index futures contracts or related options that are traded on a U.S. 
or foreign exchange or board of trade or in the over-the-counter market, 
entering into securities transactions on a when-issued or delayed-delivery 
basis and lending portfolio securities.  These other instruments, investment 
techniques and strategies have risks and special considerations associated 

                                      17


<PAGE>


with them that are described below under "Risk Factors and Special 
Considerations" and in "Further Information: Certain Investment Techniques 
and Strategies."  In addition, income derived by the Tax-Exempt Fund with 
respect to certain of these instruments, investment techniques and 
strategies, will not be exempt from Federal income taxation.

GE FIXED INCOME FUND

The investment objective of GE Fixed Income Fund (the "Income Fund") is to 
seek maximum income consistent with prudent investment management and the 
preservation of capital.  Capital appreciation with respect to the Income 
Fund's portfolio securities may occur but is not an objective of the Fund.  
In seeking to achieve its investment objective, the Income Fund invests in 
the following types of fixed income instruments: Government Securities; 
obligations of foreign governments or their agencies or instrumentalities; 
bonds, convertible bonds, debentures, notes and non-convertible preferred 
stocks issued by U.S. and foreign companies; mortgage related securities, 
ARMs, CMOs and government stripped mortgage related securities; asset-backed 
and receivable-backed securities; zero coupon obligations; floating and 
variable rate instruments and money market instruments.  The Income Fund may 
also invest in indexed securities, the value of which is linked to 
currencies, interest rates, commodities, indexes or other financial 
indicators. Mortgage related securities, ARMs, CMOs, government stripped 
mortgage related securities and asset-backed and receivable-backed securities 
are subject to several risks, including the prepayment of principal.  Other 
risks and special considerations applicable to these instruments are 
described in "Further Information: Certain Investment Techniques and 
Strategies."

The Income Fund is subject to no limitation with respect to the maturities of 
the instruments in which it may invest; the weighted average maturity of the 
Fund's portfolio securities is anticipated to be approximately five to 10 
years.  The Income Fund's investments in bonds are limited to those that are 
rated within the six highest categories by S&P, Moody's or another NRSRO, or 
if unrated, are deemed by GEIM to be of comparable quality.  Risks and 
special considerations applicable to certain investment grade obligations and 
obligations rated lower than investment grade are described below under "Risk 
Factors and Special Considerations."  A description of S&P and Moody's 
ratings relevant to the Income Fund's investments is included as an Appendix 
to the Statement of Additional Information.

The Income Fund will not purchase any obligation rated BBB by S&P or Baa  by 
Moody's if, as a result of the purchase, more than 25% of the Fund's total 
assets would be invested in obligations rated in those categories or in 
unrated obligations that are deemed by GEIM to be of comparable quality.  In 
addition, no obligation will be purchased by the Income Fund if, as a result 
of the purchase, more than 10% of the Fund's total assets would be invested 
in obligations rated BB or B by S&P or Ba or B by Moody's or in unrated 
obligations that GEIM deems to be of comparable quality.



Up to 35% of the Income Fund's total assets may be invested in obligations of 
foreign companies or foreign governments or their agencies and 
instrumentalities.  Investments in foreign companies and agencies or 
instrumentalities of foreign governments made by the Income Fund usually will 
involve currencies of foreign countries.  Risks and special considerations 
applicable to investing in foreign countries are described below under "Risk 
Factors and Special Considerations."  Further, under normal market conditions,
 a substantial portion of the Income Fund's total assets may be invested in 
money market instruments of the types described below under "Additional 
Investments - Money Market Instruments" if such investment is deemed by GEIM 
to be consistent with the investment objective of the Fund.  In addition, for 
cash management purposes, pending investment in accordance with the Fund's 
investment objective and policies and to meet operating expenses, the Fund 
may hold a small portion of its assets in cash.  Moreover, when GEIM believes 
that economic and other market conditions warrant, for temporary defensive 
purposes, the Income Fund may hold cash or invest in such short-term money 
market instruments without limitation.

The Income Fund, in addition to investing as described above, may hold the 
following types of instruments: non-publicly traded securities, repurchase 
agreements, illiquid securities, Rule 144A Securities, securities of 
supranational agencies and securities of other investment funds.  In 
addition, the Income Fund may engage in the following types of investment 
techniques and strategies: purchasing put and call options on securities, 
writing put and call options on securities, purchasing put and call options 
on securities indexes, entering into interest rate, financial and bond index 
futures contracts or related options that are traded on a U.S. or foreign 
exchange or board of trade or in the over-the-counter market, engaging in 
forward currency transactions, purchasing and writing put and call options on 
foreign currencies, entering into securities transactions on a when-issued or 
delayed-delivery basis, entering into mortgage dollar rolls and lending 
portfolio securities.  These other instruments, investment techniques and 
strategies have risks and special considerations associated with them that 
are described below under "Risk Factors and Special Considerations" and in 
"Further Information: Certain Investment Techniques and Strategies."

GE SHORT-TERM GOVERNMENT FUND

The investment objective of GE Short-Term Government Fund (the "Government 
Fund") is to seek a high level of income consistent with prudent investment 
management and the preservation of capi-

                                      18



<PAGE>

tal.  In seeking to achieve its investment objective, the Government Fund will 
invest at least 65% of its total assets in Government Securities including 
repurchase agreements secured by Government Securities.  A more complete 
description of the types of government securities to be invested in can be 
found below under "Additional Investments - Money Market Instruments."

The Government Fund may invest the remainder of its assets in bonds, 
convertible bonds, debentures, notes and non-convertible preferred stocks 
issued by U.S. and foreign companies; obligations of foreign governments or 
their agencies or instrumentalities; mortgage related securities, ARMs, CMOs 
and government stripped mortgage related securities and asset-backed and 
receivable-backed securities; zero coupon obligations (including zero coupon 
municipal obligations); floating and variable rate instruments; and money 
market instruments.  The Government Fund may also invest in indexed 
securities, the value of which is linked to currencies, interest rates, 
commodities, indexes or other financial indicators.  Mortgage related 
securities, ARMs, CMOs, government stripped mortgage related securities and 
asset-backed and receivable-backed securities are subject to several risks, 
including the prepayment of principal.  The debt securities in which the Fund 
invests will only be purchased if, in the case of long-term securities, they 
are rated investment grade by S&P or Moody's (or the equivalent from another 
NRSRO) and short-term securities will only be purchased if they are rated A-1 
by S&P or Prime-1 by Moody's (or the equivalent from another NRSRO) or, for 
both short- and long-term securities, if unrated, deemed to be of equivalent 
quality by GEIM.  A description of S&P and Moody's ratings relevant to the 
Government Fund's investments is included as an Appendix to the Statement of 
Additional Information.  Other risks and special considerations applicable to 
these instruments are described in "Further Information:  Certain Investment 
Techniques and Strategies."

The dollar-weighted average maturity of the Government Fund's portfolio 
securities is anticipated to be not more than three years.  Within this 
limitation the Government Fund may purchase individual securities with 
effective maturities greater than three years as long as its average maturity 
remains within this limit. 

GEIM will seek to stabilize share price fluctuation by investing in 
securities that are not highly sensitive to interest rate changes.  In 
selecting securities for the Government Fund, GEIM will attempt to maintain 
the Fund's overall sensitivity to interest rates in a range similar to the 
average for short- to intermediate-term government bonds with maturities of 
one to four years.  Under normal market conditions, the Government Fund may 
invest a substantial portion of its assets in  money market instruments of 
the types described below under "Additional Investments -Money Market 
Instruments," including short-term instruments with remaining maturities of 
one year or less if such investment is deemed by GEIM to be consistent with 
the investment objective of the Fund.  In addition, for cash management 
purposes the Government Fund may hold a small portion of its assets in cash.  
Moreover, when GEIM believes that economic and other market conditions 
warrant, for temporary defensive purposes, the Government Fund may hold cash 
or invest in such short-term money market instruments without limitation.


The Government Fund, in addition to investing as described above, may hold 
the following types of instruments:  non-publicly traded securities, 
repurchase agreements, illiquid securities, Rule 144A Securities and 
securities of other investment funds.  In addition, the Income Fund may 
engage in the following types of investment techniques and strategies:  
purchasing put and call options on securities, writing put and call options 
on securities, purchasing put and call options on securities indexes, entering
 into interest rate, financial and bond index futures contracts or related 
options that are traded on a U.S. or foreign exchange or board of trade or in 
the over-the-counter market, engaging in forward currency transactions, 
purchasing and writing put and call options on foreign currencies, entering 
into securities transactions on a when-issued or delayed-delivery basis, 
entering into mortgage dollar rolls and lending portfolio securities.  These 
other instruments, investment techniques and strategies have risks and 
special considerations associated with them that are described below under 
"Risk Factors and Special Considerations" and in "Further Information:  
Certain Investment Techniques and Strategies."

GE MONEY MARKET FUND

The investment objective of GE Money Market Fund (the "Money Market Fund") is 
to seek a high level of current income consistent with the preservation of 
capital and the maintenance of liquidity.  In seeking its objective, the 
Money Market Fund invests in the following U.S. dollar denominated, 
short-term money market instruments: (1) Government Securities; (2) debt 
obligations of banks, savings and loan institutions, insurance companies and 
mortgage bankers; (3) commercial paper and notes, including those with 
floating or variable rates of interest; (4) debt obligations of foreign 
branches of U.S. banks, U.S. branches of foreign banks and foreign branches 
of foreign banks; (5) debt obligations issued or guaranteed by one or more 
foreign governments or any of their political subdivisions, agencies or 
instrumentalities, including obligations of supranational entities; (6) debt 
securities issued by foreign issuers; and (7) repurchase agreements.

The Money Market Fund limits its portfolio investments to securities that the 
Trust's Board of Trustees determines present minimal credit risk and that are 
"Eligible Securities" at the time of acquisition by the Fund.  "Eligible 
Securities" as used in this Prospectus means securities rated by the 
"Requisite NRSROs" in

                                      19



<PAGE>

one of the two highest short-term rating categories, 
consisting of issuers that have received these ratings with respect to other 
short-term debt securities and comparable unrated securities.  "Requisite 
NRSROs" means (1) any two NRSROs that have issued ratings with respect to a 
security or class of debt obligations of an issuer or (2) one NRSRO, if only 
one NRSRO has issued such a rating at the time that the Money Market Fund 
acquires the security.  Currently, six organizations are NRSROs: S&P, 
Moody's, Fitch Investors Service, Inc., Duff and Phelps, Inc., IBCA Limited 
and its affiliate, IBCA, Inc., and Thomson BankWatch Inc. A discussion of the 
ratings categories is contained in the Appendix to the Statement of 
Additional Information.  By limiting its investments to Eligible Securities, 
the Money Market Fund may not achieve as high a level of current income as a 
fund investing in lower-rated securities.

The Money Market Fund may not invest more than 5% of its total assets in the 
securities of any one issuer, except for Government Securities and except to 
the extent permitted under rules adopted by the SEC under the 1940 Act. In 
addition, the Money Market Fund may not invest more than 5% of its total 
assets in Eligible Securities that have not received the highest rating from 
the Requisite NRSROs and comparable unrated securities ("Second Tier 
Securities"), and may not invest more than 1% of its total assets in the 
Second Tier Securities of any one issuer.  The Money Market Fund may invest 
more than 5% (but not more than 25%) of the then-current value of the Fund's 
total assets in the securities of a single issuer for a period of up to three 
business days, so long as (1) the securities either are rated by the 
Requisite NRSROs in the highest short-term rating category or are securities 
of issuers that have received such ratings with respect to other short-term 
debt securities or are comparable unrated securities and (2) the Fund does 
not make more than one such investment at any one time.  If the Money Market 
Fund acquires securities that are unrated or that have been rated by a single 
NRSRO, the acquisition must be approved or ratified by the Trust's Board of 
Trustees.  Determination of comparable quality is made by GEIM in accordance 
with procedures established by the Board of Trustees.  The Money Market Fund 
invests only in instruments that have (or, pursuant to regulations adopted by 
the SEC, are deemed to have) remaining maturities of 13 months or less at the 
date of purchase (except securities subject to repurchase agreements), 
determined in accordance with a rule promulgated by the SEC. The Money Market 
Fund will maintain a dollar-weighted average portfolio maturity of 90 days or 
less.  The assets of the Money Market Fund are valued on the basis of 
amortized cost, as described below under "Net Asset Value."

The Money Market Fund, in addition to investing as described above, may hold 
Rule 144A Securities.  In addition, the Money Market Fund may engage in the 
following types of investment techniques and strategies: entering into 
reverse repurchase agreements, entering into securities transactions on a 
when-issued or delayed-delivery basis and lending portfolio securities.  
These other instruments, investment techniques and strategies have risks and 
special considerations associated with them that are described below under 
"Risk Factors and Special Considerations" and in "Further Information: 
Certain Investment Techniques and Strategies."


ADDITIONAL INVESTMENTS

Some or all of the Funds may invest in the types of instruments and engage in 
the types of strategies described in detail below.  These instruments and 
strategies may be subject to the risks and special considerations described 
below under "Risk Factors and Special Considerations."

The Trust's annual report for the fiscal year ended September 30, 1995 
contains information regarding relevant market conditions and investment 
strategies and techniques pursued by GEIM during such fiscal year and is 
available to shareholders without charge upon request made to the Trust by 
calling the toll free numbers listed on the back cover page of the Prospectus 
or by writing to the Trust at the address listed on the front cover page of 
the Prospectus.

MONEY MARKET INSTRUMENTS.  Each Fund, other than the Money Market Fund, may 
invest only in the following types of money market instruments: Government 
Securities; obligations issued or guaranteed by foreign governments or by any 
of their political subdivisions, authorities, agencies or instrumentalities; 
bank obligations (including certificates of deposit, time deposits and 
bankers' acceptances of foreign or domestic banks, domestic savings and loan 
associations and other banking institutions having total assets in excess of 
$500 million); commercial paper; and repurchase agreements.

Each of the Funds may invest in the following types of Government Securities: 
debt obligations of varying maturities issued by the U.S. Treasury or issued 
or guaranteed by the Federal Housing Administration, Farmers Home 
Administration, Export-Import Bank of the United States, Small Business 
Administration, Government National Mortgage Association ("GNMA"), General 
Services Administration, Central Bank for Cooperatives, Federal Farm Credit 
Banks, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation 
("FHLMC"), Federal Intermediate Credit Banks, Federal Land Banks, Federal 
National Mortgage Association ("FNMA"), Federal Deposit Insurance 
Corporation, Maritime Administration, Tennessee Valley Authority, District of 
Columbia Armory Board, Student Loan Marketing Association and Resolution 
Trust Corporation.  Direct obligations of the U.S. Treasury include a variety 
of securities that differ in their interest rates, maturities and dates of 
issuance.  Certain of the Government Securities that may be held by the Funds 
are instru-

                                      20


<PAGE>

ments that are supported by the full faith and credit of the United 
States, whereas other Government Securities that may be held by the Funds are 
supported by the right of the issuer to borrow from the U.S. Treasury or are s
upported solely by the credit of the instrumentality.  Because the U.S. 
Government is not obligated by law to provide support to an instrumentality 
that it sponsors, a Fund will invest in obligations issued by an 
instrumentality of the U.S. Government only if GEIM determines that the 
instrumentality's credit risk does not make its securities unsuitable for 
investment by the Fund.

Each Fund, other than the Money Market Fund, may invest in money market 
instruments issued or guaranteed by foreign governments or by any of their 
political subdivisions, authorities, agencies or instrumentalities.  The 
International Fund, the Global Fund, the U.S. Equity Fund and the Tax-Exempt 
Fund may invest in these instruments only if they are rated AAA or AA by S&P 
or Aaa or Aa by Moody's or have received an equivalent rating from another 
NRSRO, or if unrated, are deemed by GEIM to be of equivalent quality.  The 
Strategic Fund, the Income Fund and the Government Fund may invest in such 
money market instruments if they are rated no lower than B by S&P or Moody's 
or have received an equivalent rating from another NRSRO, or if unrated, are 
deemed by GEIM to be of equivalent quality.  Commercial paper held by a Fund, 
other than the Money Market Fund, may be rated no lower than A-2 by S&P or 
Prime-2 by Moody's or the equivalent from another NRSRO, or if unrated, must 
be issued by an issuer having an outstanding unsecured debt issue then rated 
within the three highest categories.  A description of the rating systems of 
Moody's and S&P is contained in an Appendix to the Statement of Additional 
Information.  At no time will the investments of a Fund, other than the Money 
Market Fund, in bank obligations, including time deposits, exceed 25% of the 
value of the Fund's assets.

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS. Each Fund may engage in 
repurchase agreement transactions with respect to instruments in which the 
Fund is authorized to invest.  The Funds may engage in repurchase agreement 
transactions with certain member banks of the Federal Reserve System and with 
certain dealers listed on the Federal Reserve Bank of New York's list of 
reporting dealers.  Under the terms of a typical repurchase agreement, which 
is deemed a loan for purposes of the 1940 Act, a Fund would acquire an 
underlying obligation for a relatively short period (usually from one to 
seven days) subject to an obligation of the seller to repurchase, and the 
Fund to resell, the obligation at an agreed-upon price and time, thereby 
determining the yield during the Fund's holding period.  This arrangement 
results in a fixed rate of return that is not subject to market fluctuations 
during the Fund's holding period.  The value of the securities underlying a 
repurchase agreement of a Fund are monitored on an ongoing basis by GEIM to 
ensure that the value is at least equal at all times to the total amount of 
the repurchase obligation, including interest.  GEIM also monitors, on an 
ongoing basis to evaluate potential risks, the creditworthiness of those 
banks and dealers with which a Fund enters into repurchase agreements.  
Income derived by the Tax-Exempt Fund when engaging in a repurchase agreement 
is not exempt from Federal income taxation.


The Money Market Fund may engage in reverse repurchase agreements, subject to 
its investment restrictions.  A reverse repurchase agreement, which is 
considered a borrowing by the Money Market Fund, involves a sale by the Fund 
of securities that it holds concurrently with an agreement by the Fund to 
repurchase the same securities at an agreed upon price and date.  The Money 
Market Fund uses the proceeds of reverse repurchase agreements to provide 
liquidity to meet redemption requests and to make cash payments of dividends 
and distributions when the sale of the Fund's securities is considered to be 
disadvantageous.  Cash, Government Securities or other liquid high grade debt 
obligations equal in value to the Money Market Fund's obligations with 
respect to reverse repurchase agreements are segregated and maintained with 
the Trust's custodian or designated sub-custodian.

NON-PUBLICLY TRADED AND ILLIQUID SECURITIES.  The U.S. Equity Fund, the 
Global Fund, the International Fund, the Strategic Fund, the Income Fund and 
the Government Fund may each invest up to 10% of its assets in non-publicly 
traded securities.  Non-publicly traded securities are securities that are sub
ject to contractual or legal restrictions on transfer, excluding for purposes 
of this restriction, Rule 144A Securities that have been determined to be 
liquid by the Trust's Board of Trustees based upon the trading markets for 
the securities.  In addition, each Fund, other than the Money Market Fund, 
may invest up to 15% of its assets in "illiquid securities"; the Money Market 
Fund may not, under any circumstance, invest in illiquid securities.  
Illiquid securities are securities that cannot be disposed of by a Fund 
within seven days in the ordinary course of business at approximately the 
amount at which the Fund has valued the securities.  Illiquid securities that 
are held by a Fund take the form of options traded over-the-counter, 
repurchase agreements maturing in more than seven days, certain mortgage 
related securities and securities subject to restrictions on resale that GEIM 
has determined are not liquid under guidelines established by the Trust's 
Board of Trustees.  In no event, however, will any Fund's investments in 
illiquid and non-publicly traded securities, in the aggregate, exceed 15% of 
its assets.

INDEXED SECURITIES. The Strategic Fund, the Income Fund and the Government 
Fund may also invest in indexed securities, the value of which is linked to 
currencies, interest rates, commodities, indexes or other financial 
indicators ("reference instruments").  The interest rate or (unlike most 
fixed income securities) the principal amount payable at maturity of an 
indexed security may be increased or decreased, depending on changes in the 
value of the reference
                                      21



<PAGE>

instrument.  Indexed securities may be positively or 
negatively indexed, so that appreciation of the reference instrument may 
produce an increase or a decrease in interest rate or value at maturity of 
the security.  In addition, the change in the interest rate or value at 
maturity of the security may be some multiple of the change in value of the 
reference instrument.  Thus, in addition to the credit risk of the security's 
issuer, the Funds will bear the market risk of the reference instrument.

PURCHASING PUT AND CALL OPTIONS ON SECURITIES.  Each Fund, other than the 
Money Market Fund, may purchase put and call options that are traded on a 
U.S. or foreign securities exchange or in the over-the-counter market.  A 
Fund may utilize up to 10% of its assets to purchase put options on portfolio 
securities and may do so at or about the same time that it purchases the 
underlying security or at a later time.  By buying a put, a Fund will seek to 
limit its risk of loss from a decline in the market value of the security 
until the put expires.  Any appreciation in the value of the underlying 
security, however, will be partially offset by the amount of the premium paid 
for the put option and any related transaction costs.  A Fund may utilize up 
to 10% of its assets to purchase call options on portfolio securities.  Call 
options may be purchased by a Fund in order to acquire the underlying 
securities for a price that avoids any additional cost that would result from 
a substantial increase in the market value of a security.  A Fund may also 
purchase call options to increase its return at a time when the call is 
expected to increase in value due to anticipated appreciation of the 
underlying security.  Prior to their expirations, put and call options may be 
sold by a Fund in closing sale transactions, which are sales by the Fund, 
prior to the exercise of options that it has purchased, of options of the 
same series.  Profit or loss from the sale will depend on whether the amount 
received is more or less than the premium paid for the option plus the related
 transaction costs. The aggregate value of the securities underlying the 
calls or obligations underlying the puts, determined as of the date the 
options are sold, shall not exceed 25% of the net assets of a Fund. In 
addition, the premiums paid by a Fund in purchasing options on securities, 
options on securities indexes, options on foreign currencies and options on 
futures contracts will not exceed 20% of the Fund's net assets.

COVERED OPTION WRITING.  Each Fund, other than the Money Market Fund, may 
write covered put and call options on securities.  A Fund will realize fees 
(referred to as "premiums") for granting the rights evidenced by the options. 
 A put option embodies the right of its purchaser to compel the writer of the 
option to purchase from the option holder an underlying security at a 
specified price at any time during the option period.  In contrast, a call 
option embodies the right of its purchaser to compel the writer of the option 
to sell to the option holder an underlying security at a specified price at 
any time during the option period.

The Funds with option-writing authority write only covered options. A put or 
call option written by a Fund will be deemed covered in any manner permitted 
under the 1940 Act or the rules and regulations thereunder or any other 


method determined by the SEC to be permissible. See "Strategies Available to 
Some Buy Not All Funds - Covered Option Writing" in the Statement of 
Additional Information for specific situations where put and call options 
will be deemed to be covered by a Fund.

A Fund may engage in a closing purchase transaction to realize a profit, to 
prevent an underlying security from being called or put or, in the case of a 
call option, to unfreeze an underlying security (thereby permitting its sale 
or the writing of a new option on the security prior to the outstanding 
option's expiration).  To effect a closing purchase transaction, a Fund would 
purchase, prior to the holder's exercise of an option that the Fund has 
written, an option of the same series as that on which the Fund desires to 
terminate its obligation.  The obligation of a Fund under an option that it 
has written would be terminated by a closing purchase transaction, but the 
Fund would not be deemed to own an option as the result of the transaction.  
To facilitate closing purchase transactions, the Funds with option-writing 
authority will ordinarily write options only if a secondary market for the 
options exists on a U.S. or foreign securities exchange or in the 
over-the-counter market.

Option writing for a Fund may be limited by position and exercise limits 
established by U.S. securities exchanges and the National Association of 
Securities Dealers, Inc. and by requirements of the Internal Revenue Code of 
1986, as amended (the "Code"), for qualification as a regulated investment 
company.  In addition to writing covered put and call options to generate 
current income, a Fund may enter into options transactions as hedges to 
reduce investment risk, generally by making an investment expected to move in 
the opposite direction of a portfolio position.  A hedge is designed to 
offset a loss on a portfolio position with a gain on the hedge position; at 
the same time, however, a properly correlated hedge will result in a gain on 
the portfolio position's being offset by a loss on the hedge position.  No 
Fund will enter into a transaction involving options for speculative 
purposes.

SECURITIES INDEX OPTIONS.  In seeking to hedge all or a portion of its 
investments, a Fund, other than the Money Market Fund, may purchase and write 
put and call options on securities indexes listed on U.S. or foreign 
securities exchanges or traded in the over-the-counter market, which indexes 
include securities held in the Fund's portfolio.  The Funds with such option 
writing authority may write only covered options.  A Fund may also use 
securities index options as a means of participating in a securities market 
without making direct purchases of securities.  No Fund will enter into a 
transaction involving securities index options for speculative purposes.

                                      22


<PAGE>

A securities index measures the movement of a certain group of securities by 
assigning relative values to the securities included in the index.  Options 
on securities indexes are generally similar to options on specific 
securities.  Unlike options on securities, however, options on securities 
indexes do not involve the delivery of an underlying security; the option in 
the case of an option on a securities index represents the holder's right to 
obtain from the writer in cash a fixed multiple of the amount by which the 
exercise price exceeds (in the case of a call) or is less than (in the case 
of a put) the closing value of the underlying securities index on the 
exercise date.

A securities index option written by a Fund will be deemed covered in any 
manner permitted under the 1940 Act or the rules and regulations thereunder 
or any other method determined by the SEC to be permissible. See "Strategies 
Available to Some But Not All Funds-Covered Option Writing" in the Statement 
of Additional Information for specific situations where securities index 
options will be deemed to be covered by a Fund.  If the Fund has written a 
securities index option, it may terminate its obligation by effecting a 
closing purchase transaction, which is accomplished by purchasing an option 
of the same series as the option previously written.

FUTURES AND OPTIONS ON FUTURES.  Each Fund, other than the Money Market Fund, 
may enter into interest rate, financial and stock or bond index futures 
contracts or related options that are traded on a U.S. or foreign exchange or 
board of trade approved by the Commodity Futures Trading Commission or in the 
over-the-counter market.  If entered into, these transactions will be made 
solely for the purpose of hedging against the effects of changes in the value 
of portfolio securities due to anticipated changes in interest rates and/or 
market conditions, for duration management, or when the transactions are 
economically appropriate to the reduction of risks inherent in the management 
of the Fund involved.  No Fund will enter into a transaction involving 
futures and options on futures for speculative purposes.

A Fund may not enter into futures and options contracts for which aggregate 
initial margin deposits and premiums paid for unexpired options exceed 5% of 
the fair market value of the Fund's total assets, after taking into account 
unrealized losses or profits on futures contracts or options on futures 
contracts into which it has entered.  The current view of the SEC staff is 
that a Fund's long and short positions in futures contracts as well as put 
and call options on futures written by it must be collateralized with cash or 
certain liquid assets held in a segregated account or "covered" in a manner 
similar to that for covered options on securities (see "Strategies Available 
to Some But Not All Funds-Covered Option Writing" in the Statement of 
Additional Information) and designed to eliminate any potential leveraging.
An interest rate futures contract provides for the future sale by one party 
and the purchase by the other party of a specified amount of a particular 
financial instrument (debt security) at a specified price, date, time and 
place.  Financial futures contracts are contracts that obligate the holder to 


deliver (in the case of a futures contract that is sold) or receive (in the 
case of a futures contract that is purchased) at a future date a specified 
quantity of a financial instrument, specified securities, or the cash value 
of a securities index.  A municipal bond index futures contract is based on 
an index of long-term, tax-exempt municipal bonds and a corporate bond index 
futures contract is based on an index of corporate bonds.  Stock index 
futures contracts are based on indexes that reflect the market value of 
common stock of the companies included in the indexes.  An index futures 
contract is an agreement pursuant to which two parties agree to take or make 
delivery of an amount of cash equal to the difference between the value of 
the index at the close of the last trading day of the contract and the price 
at which the index contract was originally written.  An option on an interest 
rate or index futures contract generally gives the purchaser the right, in 
return for the premium paid, to assume a position in a futures contract at a 
specified exercise price at any time prior to the expiration date of the 
option.

FORWARD CURRENCY TRANSACTIONS.  The U.S. Equity Fund, the Global Fund, the 
International Fund, the Strategic Fund, the Income Fund and the Government 
Fund may each hold currencies to meet settlement requirements for foreign 
securities and may engage in currency exchange transactions to protect 
against uncertainty in the level of future exchange rates between a 
particular foreign currency and the U.S. dollar or between foreign currencies 
in which the Fund's securities are or may be denominated.  No Fund will enter 
into forward currency transactions for speculative purposes.  Forward 
currency contracts are agreements to exchange one currency for another at a 
future date.  The date (which may be any agreed-upon fixed number of days in 
the future), the amount of currency to be exchanged and the price at which 
the exchange will take place will be negotiated and fixed for the term of the 
contract at the time that a Fund enters into the contract.  Forward currency 
contracts (1) are traded in a market conducted directly between currency trade
rs (typically, commercial banks or other financial institutions) and their 
customers, (2) generally have no deposit requirements and (3) are typically 
consummated without payment of any commissions.  A Fund, however, may enter 
into forward currency contracts requiring deposits or involving the payment 
of commissions.  To assure that a Fund's forward currency contracts are not 
used to achieve investment leverage, cash or readily marketable securities 
will be segregated with the Trust's custodian, or a designated sub-custodian, 
in an amount at all times equal to or exceeding the Fund's commitment with 
respect to the contracts.

Upon maturity of a forward currency contract, a Fund may (1) pay for and 
receive the underlying currency, (2) negotiate with the dealer to roll over 
the contract into a new forward currency contract with a new future 
settlement date or (3) negotiate with the dealer

                                      23


<PAGE>

to terminate the forward contract into an offset with the currency trader 
providing for the Fund's paying or receiving 
the difference between the exchange rate fixed in the contract and the then 
current exchange rate.  The Trust may also 
be able to negotiate such an offset on behalf of a Fund prior to maturity of the
original forward contract.  No 
assurance can be given that new forward contracts or offsets will always be 
available to a Fund.

In hedging a specific portfolio position, a Fund may enter into a forward 
contract with respect to either the currency in which the position is 
denominated or another currency deemed appropriate by GEIM.  A Fund's 
exposure  with respect to forward currency contracts is limited to the amount 
of the Fund's aggregate investments in instruments denominated in foreign 
currencies.

OPTIONS ON FOREIGN CURRENCIES.  The U.S. Equity Fund, the Global Fund, the 
International Fund, the Strategic Fund, the Income Fund and the Government 
Fund may each purchase and write put and call options on foreign currencies 
for the purpose of hedging against declines in the U.S. dollar value of 
foreign currency denominated securities and against increases in the U.S. 
dollar cost of securities to be acquired by the Fund.  The Funds with such 
option writing authority may write only covered options.  No Fund will enter 
into a transaction involving options on foreign currencies for speculative 
purposes.  Options on foreign 
currencies to be written or purchased by a Fund are traded on U.S. or foreign 
exchanges or in the over-the-counter market.  The Trust will limit the 
premiums paid on a Fund's options on foreign currencies to 5% of the value of 
the Fund's total assets.

INVESTMENT RESTRICTIONS

The Trust has adopted certain fundamental investment restrictions with 
respect to each Fund that may not be changed without approval of a majority 
of the Fund's outstanding voting securities (as defined in the 1940 Act).  
Included among those fundamental restrictions are those listed below.
1. No Fund may borrow money, except that the Money Market Fund may enter into 
reverse repurchase agreements, and except that each Fund may borrow from 
banks for temporary or emergency (not leveraging) purposes, including the 
meeting of redemption requests and cash payments of dividends and 
distributions that might otherwise require the untimely disposition of 
securities, in an amount not to exceed 33-1/3% of the value of the Fund's total 
assets (including the amount borrowed) valued at market less liabilities (not 
including the amount borrowed) at the time the borrowing is made.  Whenever 
borrowings, including reverse repurchase agreements, of 5% or more of a Fund's 
total assets are outstanding, the Fund will not make any additional 
investments.

2. No Fund may lend its assets or money to other persons, except through (a) 
purchasing debt obligations, (b) lending portfolio securities in an amount 


not to exceed 30% of the Fund's assets taken at market value, (c) entering 
into repurchase agreements, (d) trading in financial futures contracts, index 
futures contracts, securities indexes and options on financial futures 
contracts, options on index futures contracts, options on securities and 
options on securities indexes and (e) entering into variable rate demand 
notes.

3. No Fund may purchase securities (other than Government Securities) of any 
issuer if, as a result of the purchase, more than 5% of the Fund's total 
assets would be invested in the securities of the issuer, except that up to 
25% of the value of the total assets of each Fund, other than the Money 
Market Fund, may be invested without regard to this limitation.  All 
securities of a foreign government and its agencies will be treated as a 
single issuer for purposes of this restriction.

4. No Fund may purchase more than 10% of the voting securities of any one 
issuer, or more than 10% of the outstanding securities of any class of 
issuer, except that (a) this limitation is not applicable to a Fund's 
investments in Government Securities and (b) up to 25% of the value of the 
assets of a Fund, other than the Money Market Fund, may be invested without 
regard to these 10% limitations.  All securities of a foreign government and 
its agencies will be treated as a single issuer for purposes of this 
restriction.

5. No Fund may invest more than 25% of the value of its total assets in 
securities of issuers in any one industry, except that the Tax-Exempt Fund 
may invest more than 25% of the value of its total assets in securities 
issued or guaranteed by a state, municipality or other political subdivision, 
unless the securities are backed only by the assets and revenues of 
non-governmental users.  For purposes of this restriction, the term industry 
will be deemed to include (a) the government of any country other than the 
United States, but not the U.S. Government and (b) all supranational 
organizations.  In addition, securities held by the Money Market Fund that 
are issued by domestic banks are excluded from this restriction.  For 
purposes of this investment restriction, the Trust may use the industry 
classifications reflected by the S&P 500 Composite Stock Index, if applicable 
at the time of determination.  For all other portfolio holdings, the Trust 
may use the Directory of Companies Required to File Annual Reports with the 
SEC and Bloomberg Inc.  In addition, the Trust may select its own industry 
classifications, provided such classifications are reasonable.

Certain other investment restrictions adopted by the Trust with respect to 
the Funds are described in the Statement of Additional Information.

RISK FACTORS AND SPECIAL CONSIDERATIONS

Investing in the Funds involves risk factors and special considerations, such 
as those described below:

                                      24


<PAGE>


GENERAL.  GEIM's principal officers, directors, and portfolio managers serve 
in similar capacities with respect to General Electric Investment Corporation 
("GEIC"), which like GEIM is a wholly-owned subsidiary of GE. GEIM and GEIC 
collectively provide investment management services to various institutional 
accounts with total assets, as of December 29, 1995, in excess of $52.3 
billion.  An investment in shares of any Fund, however, should not be 
considered to be a complete investment program.

DEBT INSTRUMENTS.  A debt instrument held by a Fund will be affected by 
general changes in interest rates that will in turn result in increases or 
decreases in the market value of those obligations.  The market value of debt 
instruments in a Fund's portfolio can be expected to vary inversely to 
changes in prevailing interest rates.  In periods of declining interest 
rates, the yield of a Fund holding a significant amount of debt instruments 
will tend to be somewhat higher than prevailing market rates, and in periods 
of rising interest rates, the Fund's yield will tend to be somewhat lower.  
In addition, when interest rates are falling, money received by such a Fund 
from the continuous sale of its shares will likely be invested in portfolio 
instruments producing lower yields than the balance of its portfolio, thereby 
reducing the Fund's current yield.  In periods of rising interest rates, the 
opposite result can be expected to occur.

CERTAIN INVESTMENT GRADE OBLIGATIONS.  Although obligations rated BBB by S&P 
or Baa by Moody's are considered investment grade, they may be viewed as 
being subject to greater risks than other investment grade obligations.  
Obligations rated BBB by S&P are regarded as having only an adequate capacity 
to pay principal and interest and those rated Baa by Moody's are considered 
medium-grade obligations that lack outstanding investment characteristics and 
have speculative characteristics as well.

LOW-RATED SECURITIES.  Certain Funds are authorized to invest in securities 
rated lower than investment grade (sometimes referred to as "junk bonds").  
Low-rated and comparable unrated securities (collectively referred to as 
"low-rated" securities) likely have quality and protective characteristics 
that, in the judgment of a rating organization, are outweighed by large 
uncertainties or major risk exposures to adverse conditions, and are 
predominantly speculative with respect to the issuer's capacity to pay 
interest and repay principal in accordance with the terms of the obligation.  
Securities in the lowest rating categories may be in default or may present 
substantial risks of default.

Although the market values of low-rated securities tend to react less to 
fluctuations in interest rate levels than the market values of higher-rated 
securities, the market values of certain low-rated securities tend to be more 
sensitive to individual corporate developments and changes in economic 
conditions than higher-rated securities.  In addition, low-rated securities 
generally present a higher degree of credit risk.  Issuers of low-rated 


securities are often highly leveraged and may not have more traditional 
methods of financing available to them, so that their ability to service 
their debt obligations during an economic downturn or during sustained 
periods of rising interest rates may be impaired.  The risk of loss due to 
default by these issuers is significantly greater because low-rated 
securities generally are unsecured and frequently are subordinated to the 
prior payment of senior indebtedness.  A Fund may incur additional expenses 
to the extent that it is required to seek recovery upon a default in the 
payment of principal or interest on its portfolio holdings.  The existence of 
limited markets for low-rated securities may diminish the Trust's ability to 
obtain accurate market quotations for purposes of valuing the securities held 
by a Fund and calculating the Fund's net asset value.

NON-PUBLICLY TRADED AND ILLIQUID SECURITIES.  Non-publicly traded securities 
may be less liquid than publicly traded securities.  Although these 
securities may be resold in privately negotiated transactions, the prices 
realized from these sales could be less than those originally paid by a Fund. 
 In addition, companies whose securities are not publicly traded are not 
subject to the disclosure and other investor protection requirements that may 
be applicable if their securities were publicly traded.  A Fund's investments 
in illiquid securities are subject to the risk that should the Fund desire to 
sell any of these securities when a ready buyer is not available at a price 
that GEIM deems representative of their value, the value of the Fund's net 
assets could be adversely affected.

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS.  A Fund entering into a 
repurchase agreement will bear a risk of loss in the event that the other 
party to the transaction defaults on its obligations and the Fund is delayed 
or prevented from exercising its rights to dispose of the underlying 
securities.  The Fund will be, in particular, subject to the risk of a 
possible decline in the value of the underlying securities during the period 
in which the Fund seeks to assert its right to them, the risk of incurring 
expenses associated with asserting those rights and the risk of losing all or 
a part of the income from the agreement.

A reverse repurchase agreement involves the risk that the market value of the 
securities retained by the Money Market Fund may decline below the price of the 
securities the Fund has sold but is obligated to repurchase under the 
agreement.  In the event the buyer of securities under a reverse repurchase 
agreement files for bankruptcy or becomes insolvent, the Money Market Fund's 
use of the proceeds of the agreement may be restricted pending a determination 
by the party, or its trustee or receiver, whether to enforce the Fund's 
obligation to repurchase the securities.

WARRANTS.  Because a warrant, which is a security permitting, but not 
obligating, its holder to subscribe for another security, does not carry with 
it the right to div-

                                      25



<PAGE>

idends or voting rights with respect to the securities 
that the warrant holder is entitled to purchase, and because a warrant does 
not represent any rights to the assets of the issuer, a warrant may be 
considered more speculative than certain other types of investments.  In 
addition, the value of a warrant does not necessarily change with the value of
 the underlying security and a warrant ceases to have value if it is not 
exercised prior to its expiration date.  The investment by a Fund in warrants 
valued at the lower of cost or market, may not exceed 5% of the value of the 
Fund's net assets.  Included within that amount, but not to exceed 2% of the 
value of the Fund's net assets, may be warrants that are not listed on the 
New York Stock Exchange, Inc. ("NYSE") or the American Stock Exchange.  
Warrants acquired by a Fund in units or attached to securities may be deemed 
to be without value.

INVESTMENT IN FOREIGN SECURITIES.  Investing in securities issued by foreign 
companies and governments involves considerations and potential risks not 
typically associated with investing in obligations issued by the U.S. 
Government and U.S. corporations.  Less information may be available about 
foreign companies than about U.S. companies, and foreign companies generally 
are not subject to uniform accounting, auditing and financial reporting 
standards or to other regulatory practices and requirements comparable to 
those applicable to U.S. companies.  The values of foreign investments are 
affected by changes in currency rates or exchange control regulations, 
restrictions or prohibitions on the repatriation of foreign currencies, 
application of foreign tax laws, including withholding taxes, changes in 
governmental administration or economic or monetary policy (in the United 
States or abroad) or changed circumstances in dealings between nations.  
Costs are also incurred in connection with conversions between various 
currencies.  In addition, foreign brokerage commissions are generally higher 
than those charged in the United States and foreign securities markets may be 
less liquid, more volatile and less subject to governmental supervision than 
in the United States.  Investments in foreign countries could be affected by 
other factors not pres-ent in the United States, including expropriation, 
confiscatory taxation, lack of uniform accounting and auditing standards, 
limitations on the use or removal of funds or other assets (including the with
holding of dividends), and potential difficulties in enforcing contractual 
obligations, and could be subject to extended clearance and settlement 
periods.

CURRENCY EXCHANGE RATES.  A Fund's share value may change significantly when 
the currencies, other than the U.S. dollar, in which the Fund's portfolio 
investments are denominated strengthen or weaken against the U.S. dollar.  
Currency exchange rates generally are determined by the forces of supply and 
demand in the foreign exchange markets and the relative merits of investments 
in different countries as seen from an international perspective.  Currency 
exchange rates can also be affected unpredictably by intervention by U.S. or f
oreign governments or central banks or by currency controls or political 
developments in the United States or abroad.


INVESTING IN DEVELOPING COUNTRIES.  Investing in securities issued by 
companies located in developing countries involves not only the risks 
described above with respect to investing in foreign securities, but also 
other risks, including exposure to economic structures that are generally less
 diverse and mature than, and to political systems that can be expected to 
have less stability than, those of developed countries.  Other 
characteristics of developing countries that may affect investment in their 
markets include certain national policies that may restrict investment by 
foreigners in issuers or industries deemed sensitive to relevant national 
interests and the absence of developed legal structures governing private and 
foreign investments and private property.  The typically small size of the 
markets for securities issued by companies located in developing countries 
and the possibility of a low or nonexistent volume of trading in those 
securities may also result in a lack of liquidity and in price volatility of 
those securities.

MUNICIPAL OBLIGATIONS.  Even though Municipal Obligations are 
interest-bearing investments that promise a stable flow of income, their 
prices are inversely affected by changes in interest rates and, therefore, 
are subject to the risk of market price fluctuations.  The values of 
Municipal Obligations with longer remaining maturities typically fluctuate 
more than those of similarly rated Municipal Obligations with shorter 
remaining maturities.  The values of fixed income securities also may be 
affected by changes in the credit rating or financial condition of the 
issuing entities.

Opinions relating to the validity of Municipal Obligations and to the 
exemption of interest on them from Federal income taxes are rendered by bond 
counsel to the respective issuers at the time of issuance.  Neither the Trust 
nor GEIM will review the proceedings relating to the issuance of Municipal 
Obligations or the basis for opinions of counsel.  The Tax-Exempt Fund may 
invest without limit in debt obligations that are repayable out of revenues 
generated from economically related projects or facilities or debt 
obligations whose issuers are located in the same state.  Sizable investments 
in these obligations could involve an increased risk to the Tax-Exempt Fund 
should any of the related projects or facilities experience financial 
difficulties.

In past years, the U.S. Government has enacted various laws that have 
restricted or diminished the income tax exemption on various types of 
Municipal Obligations and may enact other similar laws in the future.  If any 
such laws are enacted that would reduce the availability of Municipal 
Obligations for investment by the Tax-Exempt Fund so as to affect the Fund's 
shareholders adversely, the Trust will reevaluate the Fund's investment 
objective and policies and might submit possible

                                      26



<PAGE>

changes in the Fund's structure to the Fund's shareholders for their 
consideration.  If legislation were enacted that would treat a type of 
Municipal Obligation as taxable for Federal income tax purposes, the Trust 
would treat the security as a permissible taxable money market instrument for 
the Fund within the applicable limits set forth in this Prospectus.

COVERED OPTION WRITING.  Upon the exercise of a put option written by a Fund, 
the Fund may suffer a loss equal to the difference between the price at which 
the Fund is required to purchase the underlying security and its market value 
at the time of the option exercise, less the premium received for writing the 
option.  Upon the exercise of a call option written by a Fund, the Fund may 
suffer a loss equal to the excess of the security's market value at the time 
of the option's exercise over the Fund's acquisition cost of the security, 
less the premium received for writing the option.  In addition, no assurance 
can be given that a Fund will be able to effect closing purchase transactions 
at a desired time.  The ability of a Fund to engage in closing transactions 
with respect to options depends on the existence of a liquid secondary 
market.  Although a Fund will generally purchase or write securities options 
only if a liquid secondary market appears to exist for the option purchased 
or sold, no such secondary market may exist or the market may cease to exist.

A Fund will engage in hedging transactions only when deemed advisable by 
GEIM.  Successful use by a Fund of options will depend on GEIM's ability to 
predict correctly movements in the direction of the securities underlying the 
option used as a hedge.  Losses incurred in hedging transactions and the 
costs of these transactions will affect a Fund's performance.

SECURITIES INDEX OPTIONS.  Securities index options are subject to position 
and exercise limits and other regulations imposed by the exchange on which 
they are traded.  The ability of a Fund to engage in closing purchase 
transactions with respect to securities index options depends on the 
existence of a liquid secondary market.  Although a Fund will generally 
purchase or write securities index options only if a liquid secondary market 
for the options purchased or sold appears to exist, no such secondary market 
may exist, or the market may cease to exist at some future date, for some 
options.  No assurance can be given that a closing purchase transaction can 
be effected when GEIM desires that a Fund engage in such a transaction.

FUTURES AND OPTIONS ON FUTURES.  The use of futures contracts and options on 
futures contracts as a hedging device involves several risks.  No assurance 
can be given that a correlation will exist between price movements in the 
underlying securities or index and price movements in the securities that are 
the subject of the hedge.  Positions in futures contracts and options on 
futures contracts may be closed out only on the exchange or board of trade on 
which they were entered, and no assurance can be given that an active market 
will exist for a particular contract or option at any particular time.  
Furthermore, because any income earned from transactions in futures contracts 

and related options will be taxable, GEIM anticipates that the Tax-Exempt 
Fund will invest in these instruments only in unusual circumstances, such as 
when GEIM anticipates a significant change in interest rates or market 
conditions.  Losses incurred in hedging transactions and the costs of these 
transactions will affect a Fund's performance.


FORWARD CURRENCY TRANSACTIONS.  In entering into forward currency contracts, 
a Fund will be subject to a number of risks and special considerations.  The 
market for forward currency contracts, for example, may be limited with 
respect to certain currencies.  The existence of a limited market may in turn 
restrict the Fund's ability to hedge against the risk of devaluation of 
currencies in which the Fund holds a substantial quantity of securities.  The 
successful use of forward currency contracts as a hedging technique draws 
upon GEIM's special skills and experience with respect to those instruments 
and will usually depend upon GEIM's ability to forecast interest rate and 
currency exchange rate movements correctly.  Should interest or exchange 
rates move in an unexpected manner, a Fund may not achieve the anticipated 
benefits of forward currency contracts or may realize losses and thus be in a 
less advantageous position than if those strategies had not been used.  Many 
forward currency contracts are subject to no daily price fluctuation limits 
so that adverse market movements could continue with respect to those 
contracts to an unlimited extent over a period of time.  In addition, the 
correlation between movements in the prices of those contracts and movements 
in the prices of the currencies hedged or used for cover will not be perfect.

The Trust's ability to dispose of a Fund's positions in forward currency 
contracts depends on the availability of active markets in those instruments, 
and GEIM cannot now predict the amount of trading interest that may exist in 
the future in forward currency contracts.  Forward currency contracts may be 
closed out only by the parties entering into an offsetting contract.  As a 
result, no assurance can be given that a Fund will be able to utilize these 
contracts effectively for the intended purposes.

OPTIONS ON FOREIGN CURRENCIES.  Like the writing of other kinds of options, 
the writing of an option on a foreign currency constitutes only a partial 
hedge, up to the amount of the premium received; a Fund could also be 
required, with respect to any option it has written, to purchase or sell 
foreign currencies at disadvantageous exchange rates, thereby incurring 
losses.  The purchase of an option on a foreign currency may constitute an 
effective hedge against fluctuation in exchange rates, although in the event 
of rate movements adverse to a Fund's position, the Fund could forfeit the 
entire amount of the premium plus related transaction costs.

                                      27



<PAGE>


INSTRUMENTS AND STRATEGIES INVOLVING SPECIAL RISKS.   Certain instruments in 
which the Funds can invest and certain investment strategies that the Funds 
may employ could expose the Funds to various risks and special 
considerations.  The instruments presenting risks to a Fund that holds the 
instruments are: Rule 144A Securities, depositary receipts, securities of 
supranational agencies, securities of other investment funds, municipal 
leases, floating and variable rate instruments, participation interests, zero 
coupon obligations, Municipal Obligation components, custodial receipts, 
mortgage related securities, government stripped mortgage related securities, 
and asset-backed and receivable-backed securities.  Among the risks that some 
but not all of these instruments involve are lack of liquid secondary markets 
and the risk of prepayment of principal.  The investment strategies involving 
special risks to some or all of the Funds are: engaging in when-issued or 
delayed-delivery securities transactions, lending portfolio securities and 
selling securities short against the box.  Among the risks that some but not 
all of these strategies involve are increased exposure to fluctuations in 
market value of the securities and certain credit risks.  See "Further 
Information: Certain Investment Techniques and Strategies" for a more 
complete description of these instruments and strategies.

PORTFOLIO TRANSACTIONS AND TURNOVER

The Board of Trustees of the Trust has determined that, to the extent 
consistent with applicable provisions of the 1940 Act and rules thereunder, 
transactions for a Fund may be executed through the Distributor, if, in the 
judgment of GEIM, the use of the Distributor is likely to result in price and 
execution at least as favorable to the Fund as those obtainable through other 
qualified broker-dealers, and if, in the transaction, the Distributor charges 
the Fund a fair and reasonable rate consistent with that payable by the Fund 
to other broker-dealers on comparable transactions.  Under rules adopted by 
the SEC, the Distributor may not execute transactions for a Fund on the floor 
of any national securities exchange, but may effect transactions by transmitti
ng orders for execution providing for clearance and settlement, and arranging 
for the performance of those functions by members of the exchange not 
associated with the Distributor.  The Distributor will be required to pay 
fees charged by those persons performing the floor brokerage elements out of 
the brokerage compensation that it receives from a Fund.

The Trust cannot predict precisely the turnover rate for any Fund, but 
expects that the annual turnover rate will generally not exceed 50% for the 
U.S. Equity Fund, 50% for the Global Fund, 50% for the International Fund, 
200% for the Strategic Fund, 200% for the Tax-Exempt Fund, 300% for the 
Income Fund and 300% for the Government Fund.  The portfolio turnover rate 
for the Money Market Fund is expected to be zero for regulatory purposes.  
For the fiscal year ended September 30, 1995, the actual portfolio turnover 
rates of certain of the Funds were: the U.S. Equity Fund - 43%, the Global 
Fund - 46%, the International Fund - 27%, the Strategic Fund -98%, the 


Tax-Exempt Fund - 86%, the Income Fund - 315% and the Government Fund - 415%. 
A 100% annual turnover rate would occur if all of a Fund's securities were 
replaced one time during a period of one year.  Short-term gains realized 
from portfolio turnover are taxable to shareholders as ordinary income.  In 
addition, higher portfolio turnover rates can result in corresponding 
increases in brokerage commissions.  GEIM does not consider portfolio 
turnover rate a limiting factor in making investment decisions on behalf of 
any Fund consistent with the Fund's investment objective and policies.

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES

Overall responsibility for management and supervision of the Funds rests with 
the Trust's Board of Trustees.  The Trustees approve all significant 
agreements between the Trust and the persons and companies that furnish 
services to the Funds, including agreements with the Funds' investment 
adviser and administrator, distributor, custodian and transfer agent.  The 
day-to-day operations of the Funds have been delegated to GEIM.  The 
Statement of Additional Information contains background information regarding 
each Trustee and executive officer of the Trust.

INVESTMENT ADVISER AND ADMINISTRATOR

GEIM, located at 3003 Summer Street, P.O. Box 7900 Stamford, Connecticut 
06904, serves as the investment adviser and administrator of each Fund.  
GEIM, which was formed under the laws of Delaware in 1988, is a wholly-owned 
subsidiary of GE and is a registered investment adviser under the Investment 
Advisers Act of 1940, as amended.

GEIM has served as the investment adviser of the investment portfolios of 
Variable Investment Trust, which are offered only to insurance company 
separate accounts that fund certain variable annuity contracts, since their 
inception in 1994, and other institutional accounts, including PaineWebber 
Global Equity Fund, a series of Mitchell Hutchins/Kidder Peabody Investment 
Trust, since its inception in 1991, the Global Growth Portfolio of 
PaineWebber Series Trust and Global Small Cap Fund Inc. since March, 1995.  
GEIM's principal officers and directors serve in similar capacities with 
respect to GEIC, which like GEIM is a wholly-owned subsidiary of GE, and 
which currently acts as the investment adviser of Elfun Global Fund, Elfun 
Trusts, Elfun Income Fund, Elfun Money Market Fund, Elfun Tax-Exempt Income 
Fund and Elfun Diversified Fund (collectively, the "Elfun Funds").  The first 
Elfun Fund, Elfun Trusts, was established in 1935.  Investment in the Elfun 
Funds is generally limited to regular and senior members of the Elfun 
Society,

                                      28



<PAGE>

whose regular members are selected from active employees of GE 
and/or its majority-owned subsidiaries, and whose senior Society members are 
former members who have retired from those companies.  In addition, under the 
General Electric Savings and Security Program, GEIC serves as investment 
adviser to the GE S&S Program Mutual Fund and GE S&S Long Term Interest Fund. 
 GEIC also serves as the investment adviser to the General Electric Pension 
Trust.  Through GEIM and GEIC and their predecessors, GE has almost 60 years 
of investment management experience.  GEIM and GEIC collectively provide 
investment management services to various institutional accounts with total 
assets, as of December 29, 1995, in excess of $52.3 billion, of which roughly 
$10 billion is invested in mutual funds.

As a Fund's investment adviser, GEIM, subject to the supervision and 
direction of the Trust's Board of Trustees, manages the Fund's portfolio in 
accordance with its investment objective and stated policies, makes 
investment decisions for the Fund and places purchase and sale orders for the 
Fund's portfolio transactions.  As a Fund's administrator, GEIM furnishes the 
Trust with statistical and research data, clerical help and accounting, data 
processing, bookkeeping, internal auditing services and certain other 
services required by the Trust; prepares reports to the shareholders of the 
Fund; and assists in the preparation of tax returns and reports to and 
filings with the SEC and state securities law authorities.  GEIM also pays 
the salaries of all personnel employed by both it and the Trust and provides 
each Fund with investment officers who are authorized by the Board of 
Trustees to execute purchases and sales of securities on behalf of the Fund.  
The Funds pay GEIM fees for advisory and administration services provided by 
GEIM to the Funds that are accrued daily and paid monthly at the following 
annual rates of the value of the Funds' average daily net assets: the U.S. 
Equity Fund - .40%, the Global Fund - .75%, the International Fund - .80%, 
the Strategic Fund - .35%, the Tax-Exempt Fund - .35%, the Income Fund - 
 .35%, the Government Fund - .30% and the Money Market Fund - .25%.  The fees 
paid by the Global Fund and the International Fund are higher than investment 
management fees paid by most other mutual funds.

Although investment decisions for each Fund are made independently from those 
of the other accounts managed by GEIM, investments of the type a Fund may 
make may also be made by those other accounts, particularly in the case of 
the U.S. Equity Fund because its investment strategy is employed by other 
accounts managed by GEIM or GEIC.  When a Fund and one or more other accounts 
managed by GEIM are prepared to invest in, or desire to dispose of, the same 
security, available investments or opportunities for sales will be allocated 
in a manner believed by GEIM to be equitable to each.  In some cases, this 
procedure may adversely affect the price paid or received by a Fund or the 
size of the position obtained or disposed of by a Fund.
The agreements governing the investment advisory services furnished to the 
Trust by GEIM provide that, if GEIM ceases to act as the investment adviser 
to the Trust, at GEIM's request, the Trust's license to use the initials "GE" 
will terminate and the Trust will change the name of the Trust and the Funds 
to a name not including the initials "GE."


PORTFOLIO MANAGEMENT

Eugene K. Bolton is responsible for the overall management of the domestic 
equity investment process at GEIM and GEIC (GEIM, GEIC and their predecessors 
are collectively referred to as "GE Investments").  In that capacity, which 
he has served since the commencement of the Funds' operations, Mr. Bolton is 
specifically responsible for selecting the Portfolio Managers for the U.S. 
Equity Fund and for the equity related investments of the portfolio of the 
Strategic Fund.  He is also responsible for monitoring the investment 
strategies employed by the Portfolio Managers of those Funds to ensure that 
they are consistent with the Funds' investment objectives and policies.  Mr. 
Bolton has more than 11 years of investment experience and has held positions 
with GE Investments since 1984.  He is currently a Director and Executive 
Vice President of GE Investments.

David B. Carlson is one of the five Portfolio Managers for the U.S. Equity 
Fund and is also responsible for the management of the equity related 
investments of the portfolio of the Strategic Fund.  Mr. Carlson has served 
those Funds as a Portfolio Manager since the commencement of their 
operations.  He has more than 13 years of investment experience and has held 
positions with GE Investments since 1982.  Mr. Carlson is currently a Senior 
Vice President of GE Investments.

Christopher D. Brown is one of the five Portfolio Managers for the U.S. 
Equity Fund and has served in that capacity since December 1995. He has ten 
years of investment experience, and has held positions with GE Investments 
since 1985. Mr. Brown is currently a Vice President of GEInvestments.
Peter J. Hathaway is one of the five Portfolio Managers for the U.S. Equity 
Fund and has served in that capacity since the commencement of the Fund's 
operations.  He has more than 35 years of investment experience and has held 
positions with GE Investments since 1985.  Mr. Hathaway is currently a Senior 
Vice President of GE Investments.

Robert R. Kaelin is the Portfolio Manager of the Tax-Exempt Fund and has 
served in that capacity since the commencement of the Fund's operations.  He 
has more than 26 years of investment experience and has held positions with 
GE Investments since 1984.  Mr. Kaelin is currently a Senior Vice President 
of GE Investments.

A. John Kohlhepp is one of the five Portfolio Managers for the U.S. Equity 
Fund and has served in that capacity since the commencement of the Fund's 

                                      29



<PAGE>


operations.  He has more than 36 years of investment experience and has held 
positions with GE Investments since 1968.  Mr. Kohlhepp is currently a Senior 
Vice President of GE Investments.

Ralph R. Layman is the Portfolio Manager of the Global Fund and the 
International Fund and has served in that capacity since the commencement of 
the Funds' operations.  He has more than 16 years of investment experience 
and has held positions with GE Investments since 1991.  From 1989 to 1991, 
Mr. Layman served as an Executive Vice President, Partner and Portfolio 
Manager of Northern Capital Management, and prior thereto, served as Vice 
President and Portfolio Manager of Templeton Investment Counsel.  Mr. Layman 
is currently an Executive Vice President of GE Investments.

Robert A. MacDougall is the Portfolio Manager of the Fixed Income Fund and 
the Government Fund and is also responsible for the management of fixed 
income related investments of the portfolio of the Strategic Fund.  Mr. 
MacDougall has served those Funds as a Portfolio Manager since the 
commencement of their operations.  He has more than 12 years investment 
experience and has held positions with GE Investments since 1986.  Mr. 
MacDougall is currently a Senior Vice President of GE Investments.

Paul C. Reinhardt is one of the five Portfolio Managers for the U.S. Equity 
Fund and has served in that capacity since the commencement of the Fund's 
operations.  He has more than 14 years of investment experience and has held 
positions with GE Investments since 1982.  Mr. Reinhardt is currently a 
Senior Vice President of GE Investments.

GEIM investment personnel may engage in securities transactions for their own 
accounts pursuant to a code of ethics that establishes procedures for 
personal investing and restricts certain transactions.

EXPENSES OF THE FUNDS

The Money Market Fund, as well as each Class of the Participant Funds, bears 
its own expenses, which generally include all costs not specifically borne by 
GEIM.  Included among the Money Market Fund's expenses and/or the Class' 
expenses are: a portion of the costs incurred in connection with the Class' 
and/or the Trust's organization; investment advisory, administration and 
distribution and shareholder servicing fees; fees paid to members of the 
Trust's Board of Trustees who are not affiliated with GEIM or any of its 
affiliates; fees for necessary professional and brokerage services; fees for 
any pricing service; the costs of custody, transfer agency and recordkeeping 
services; the costs of regulatory compliance; a portion of the costs 
associated with maintaining the Trust's legal existence; and the costs of 
corresponding with shareholders of the Funds.  The Trust's agreements with 
GEIM with respect to each Fund provide that GEIM will reimburse the Fund to 
the extent required by applicable state laws for certain expenses that are 
described in the Statement of Additional Information.



The Trust has adopted Shareholder Servicing and Distribution Plans (the 
"Plans") pursuant to Rule 12b-1 under the 1940 Act with respect to each 
Participant Fund.  Under the Plans, the Trust will pay GEIM, with respect to 
the Class A and Class B shares of a Participant Fund, fees for shareholder and 
distribution services provided to those Classes of the Participant Fund, and 
with respect to the Class C shares of a Participant Fund, the Trust will pay 
GEIM a shareholder servicing fee, each at the annual rates set out above under 
"The Multiple Distribution System" and as further described below under 
"Purchase of Shares."  Fees to be paid with respect to the Funds under the 
Plans will be calculated daily and paid monthly by the Trust.

The annual fees payable with respect to each Class of a Participant Fund are 
intended to compensate GEIM or enable GEIM to compensate other persons 
("Service Providers") for providing ongoing servicing and/or maintenance of 
the accounts of shareholders of the Participant Fund ("Shareholder Services") 
and to compensate GEIM, or enable GEIM to compensate Service Providers, 
including any distributor of shares of the Participant Fund, for providing 
services that are primarily intended to result in, or that are primarily 
attributable to, the sale of shares of the Participant Fund ("Selling 
Services").  Shareholder Services means all forms of shareholder liaison 
services, including, among other things, one or more of the following: 
providing Class A, Class B or Class C shareholders of a Participant Fund with 
(i) information on their investments; (ii) general information regarding 
investing in mutual funds; (iii) periodic newsletters containing materials 
relating to the Participant Fund or to investments in general in mutual 
funds; (iv) periodic financial seminars designed to assist in the education 
of shareholders with respect to mutual funds generally and the Participant 
Fund specifically; (v) access to a telephone inquiry center relating to the 
Participant Fund; and other similar services not otherwise required to be 
provided by the Trust's custodian or transfer agent.  Selling Services 
include, but are not limited to: the printing and distribution to prospective 
investors in the Participant Fund of prospectuses and statements of 
additional information that are used in connection with sales of Class A and 
Class B shares of the Participant Fund; the preparation, including printing, 
and distribution of sales literature and media advertisements relating to the 
Class A or Class B shares of the Participant Fund; and distributing Class A 
or Class B shares of the Participant Fund.  In providing compensation for 
Selling Services in accordance with the Plans, GEIM is expressly authorized 
(1) to make, or cause to be made, payments reflecting an allocation of 
overhead and other office expenses related to the distribution of the Class A 
or Class B shares of a Participant Fund; (2) to make, or cause to be made, 
payments, or to provide for the reimbursement of expenses of, persons who 
provide support services in

                                      30



<PAGE>

connection with the distribution of the Class A or Class B shares of the 
Participant Fund; and (3) to make, or cause to be made, payments to broker-
dealers who have sold Class A or Class B shares of the Participant Fund.

Payments under the Plans are not tied exclusively to the expenses for 
shareholder servicing and distribution expenses actually incurred by GEIM or 
any Service Provider, and the payments may exceed expenses actually incurred 
by GEIM and/or a Service Provider.  The Trust's Board of Trustees evaluates 
the appropriateness of the Plans and its payment terms on a continuing basis 
and in doing so considers all relevant factors, including the types and 
extent of Shareholder Services and Selling Services provided by GEIM and/or 
Service Providers and amounts GEIM and/or Service Providers receive under the 
Plans.

PURCHASE OF SHARES

GENERAL

Fund shares are sold on a continuous basis by the Distributor.  A purchase 
order will be processed at the net asset value next determined with respect 
to the Class of shares of the Participant Fund (or shares of the Money Market 
Fund) being purchased after your purchase order (or your wire, if applicable) 
has been received and accepted by State Street Bank and Trust Company ("State 
Street"), the Trust's custodian and transfer agent.  For a description of the 
manner of calculating a Fund's net asset value, see "Net Asset Value."

The minimum initial investment in the Money Market Fund or in a Class of a 
Participant Fund is $500 (or $250 in the case of individual retirement 
accounts ("IRAs")) and the minimum for subsequent investments is $100.  The 
minimum for any purchase by payroll deduction (including initial investment) 
is $25 per month.  Purchase orders for shares of a Fund will be accepted by 
the Trust only on a day on which the Fund's net asset value is calculated.  
See "Net Asset Value" below.  The Trust may in its discretion reject any 
order for the purchase of shares of a Fund.  For the convenience of 
shareholders and in the interest of economy, the Trust will not issue 
physical certificates representing shares in any Fund.

Shares of the Funds may be purchased directly from the Distributor or through 
authorized broker-dealers, financial institutions or investment advisers 
which have entered into sales agreements with the Distributor ("Authorized 
Firms"), as follows:

THROUGH AUTHORIZED FIRMS.  Initial purchases of shares through Authorized 
Firms should be made with the assistance of a sales representative (a "Sales 
Representative").  Subsequent investments may be made with a Sales 
Representative or mailed directly to the Trust.  When making subsequent 
investments directly to the Trust, make your check payable to GEFunds and 
clearly indicate your account number on the check.


Initial or subsequent purchases of shares through Authorized Firms can also 
be made by Federal Funds wire, transferred along with proper instructions 
directly to your account.  Before an initial wire transfer can be accepted, 
an account must be established for you.  See your Sales Representative for 
further instructions.  Your financial institution may charge a fee for wiring 
to your account.

If you purchase shares through a Sales Representative, your Authorized Firm 
will be responsible for transmitting your order promptly to State Street.  
You begin to earn income as of the first business day following the day State 
Street has received payment for your order.  Orders will be accepted only 
upon receipt by State Street of all documentation required to be submitted in 
connection with such order.  If you purchase or redeem your shares through an 
Authorized Firm, you may be subject to service fees imposed by that Firm.
Other investors not being assisted by a Sales Representative of an Authorized 
Firm may purchase shares in a manner described below:

BY MAIL.  Investors may send a check made payable to GEFunds in U.S. currency 
along with account information and instructions to the Trust, at:

            GE Funds
            P.O. Box 8309
            Boston, MA 02266-8325

For overnight package delivery:
            GE Funds
            c/o Boston Financial Data Services Inc.
            Two Heritage Drive
            Quincy, MA 02171

Investors should send all account information and instructions that are 
accompanied by a check payable to GE Funds in payment for shares to the 
Trust. A purchase of shares of a Fund will be effected in accordance with a 
completed order at the Fund's net asset value next determined after receipt.  
If the check used for the purchase does not clear, the Trust will cancel the 
purchase and the investor may be liable for losses or fees incurred.  Checks 
are accepted subject to collection at full face value in U.S. funds and must 
be drawn on a U.S. bank.  Investors may obtain an account application 
necessary to open an account by telephoning the Trust at the applicable toll 
free number listed on the back cover of the Prospectus or by writing to the 
Trust, at:

            GE Funds
            P.O. Box 120065 
            Stamford, CT 06912-0065

For overnight package delivery:
            GE Funds
            c/o Boston Financial Data Services Inc.
            Two Heritage Drive
            Quincy, MA 02171
                                      31



<PAGE>

BY WIRE.  Purchase orders for shares of a Fund may be transmitted by wire.  
Wire orders will not be accepted until a completed account application in 
proper form has been received by the Trust at the address set forth above.  
After the Trust receives an application, an investor should then wire Federal 
funds (minimum $1,000) to: State Street Bank and Trust Company (ABA 
#0110-0002-8; DDA No.  9904-641-9) For: [Name of Fund] Account of: 
[Investor's name, address and account number].

If a wire is received by the close of regular trading on the NYSE (currently 
4:00 p.m. New York time), the shares will be priced according to the net 
asset value of the Fund on that day. If a wire is received after the close of 
regular trading on the NYSE, the shares will be priced as of the time the 
Fund's net asset value per share is next determined.  Payment for orders that 
are not accepted will be returned to the prospective investor promptly.

BY DIRECT DEPOSIT PRIVILEGE.  The Trust offers a Direct Deposit Privilege 
(the "Privilege"), which enables investors to purchase shares of either the 
Money Market Fund or of a particular Class of a Participant Fund (minimum of 
$25) by having Federal salary, Social Security, or certain veterans', 
military or other payments from the U.S. Government, or a GE employee's 
payroll check, automatically deposited into their Fund account.  An investor 
may elect to deposit as much as desired.  To enroll for the Privilege, an 
investor must file with the Trust a completed Direct Deposit Sign Up Form for 
each type of payment desired to be included in the Privilege.  The 
appropriate form may be obtained from the Trust.  Death or legal incapacity 
will terminate the Privilege for an investor.  An investor may elect at any 
time to terminate participation by notifying in writing the appropriate 
Federal agency.  Further, the Trust may terminate participation upon 30 days' 
notice to the investor.

BY PAYROLL SAVINGS PLAN.  The Payroll Savings Plan offered by the Trust 
permits an investor to purchase shares of either the Money Market Fund or of 
a particular Class of a Participant Fund (minimum of $25) automatically on a 
regular basis.  Depending upon the direct deposit program established with an 
investor's employer, part or all of such investor's paycheck may be 
transferred to an existing account electronically at each pay period (through 
the Automated Clearing House).  To establish a Payroll Savings Plan account, 
an authorization form must be sent to the Trust at:

            GE Funds
            P.O. Box 120065
            Stamford, CT 06912-0065

For overnight package delivery:
        GE Funds
        c/o Boston Financial Data Services Inc.
        Two Heritage Drive
        Quincy, MA 02171


The necessary authorization form may be obtained from the Trust.  Investors 
may change the amount of purchase or cancel the authorization only by written 
notification to the Trust.  The Trust may modify or terminate the Payroll 
Savings Plan at any time or charge a service fee.  No such fee currently is 
contemplated.

BY AUTOMATIC INVESTMENT PLAN.  Investors may arrange to make purchases of 
shares automatically on a monthly basis by electronic funds transfer (minimum 
$25 per transaction) from the checking, NOW, bank money market deposit 
account or credit union account designated by the investor if their bank or 
credit union is a member of an automated clearing house or by preauthorized 
checks drawn on their bank or credit union account.  Shareholders will 
receive confirmations for transactions and a debit entry will appear on the 
bank or credit union statement.  To make arrangements for automatic monthly 
investments, call the Trust at the applicable toll free number listed on the 
back cover of the Prospectus for further information.  Investors may change 
the purchase amount or terminate this privilege at any time.  The Trust may 
modify or terminate this privilege at any time or charge a service fee; 
however, no service fee is currently contemplated.

THE MULTIPLE DISTRIBUTION SYSTEM

As described above, under the Multiple Distribution System, Participant Funds 
offer different methods of purchasing shares, enabling investors to choose 
the Class that best suits their needs given the amount of purchase and 
intended length of investment.  The Distributor and other persons remunerated 
on the basis of sales of shares may receive different levels of compensation 
for selling one Class of shares over another.

When purchasing shares of a Participant Fund, investors are required to 
specify whether the purchase is for Class A, Class B, Class C or Class D 
shares, as described below.  The Money Market Fund does not participate in 
the Multiple Distribution System.

CLASS A SHARES.  Class A shares will be offered to investors at their net 
asset value next determined, plus a sales charge, if applicable.  Class A 
shares are subject to a service fee and a distribution fee, each at the 
annual rate of .25% of the value of the average daily net assets attributable 
to the Class.  See "Management of the Trust."  The sales charges payable upon 
the purchase of Class A shares will vary with the amount of purchase as shown 
in the tables set out on the following page:

                                      32



<PAGE>

GE U.S. EQUITY FUND, GE GLOBAL EQUITY FUND, GE INTERNATIONAL EQUITY
FUND 
AND GE STRATEGIC INVESTMENT FUND

<TABLE>
<CAPTION>
                                                                             MAXIMUM DEALERS'
                                     TOTAL FRONT-END SALES CHARGE             REALLOWANCE**
                                    _____________________________           ________________

                                                       AS A PERCENTAGE
                                  AS A PERCENTAGE              OF             AS A PERCENTAGE
       AMOUNT OF PURCHASE AT              OF               NET AMOUNT                 OF
         OFFERING PRICE*           OFFERING PRICE           INVESTED           OFFERING
PRICE
   _________________________     _________________    __________________    
________________

<S>                                   <C>                      <C>                   <C>
    Less than $50,000                4.75%                    4.99%                 4.25%
    $50,000 but less
     than $100,000                   4.25                     4.44                  3.75
    $100,000 but less
     than $250,000                   3.25                     3.36                  2.75
    $250,000 but less
     than $500,000                   2.50                     2.56                  2.00
    $500,000 but less
     than $1,000,000                 2.00                     2.04                  1.55
    $1,000,000 or more                  0                        0                    @


                            GE TAX-EXEMPT FUND AND GE FIXED INCOME FUND

                                                                             MAXIMUM DEALERS'
                                     TOTAL FRONT-END SALES CHARGE             REALLOWANCE**
                                    _____________________________           ________________

                                                       AS A PERCENTAGE
                                  AS A PERCENTAGE              OF             AS A PERCENTAGE
       AMOUNT OF PURCHASE AT              OF               NET AMOUNT                 OF
         OFFERING PRICE*           OFFERING PRICE           INVESTED           OFFERING
PRICE
   _________________________     _________________    __________________    
________________

     <S>                                <C>                    <C>                   <C>
    Less than $100,000                 4.25%                  4.44%                 3.75%
    $100,000 but less
     than $250,000                     3.25                   3.36                  2.75
    $250,000 but less
     than $500,000                     2.50                   2.56                  2.00
    $500,000 but less
     than $1,000,000                   2.00                   2.04                  1.55
    $1,000,000 or more                    0                      0                   @@


                               GE SHORT-TERM GOVERNMENT FUND

                                                                             MAXIMUM DEALERS'
                                     TOTAL FRONT-END SALES CHARGE             REALLOWANCE**
                                    _____________________________           ________________

                                                       AS A PERCENTAGE
                                  AS A PERCENTAGE              OF             AS A PERCENTAGE
       AMOUNT OF PURCHASE AT              OF               NET AMOUNT                 OF
         OFFERING PRICE*           OFFERING PRICE           INVESTED           OFFERING
PRICE
   _________________________     _________________    __________________    
________________

<S>                                   <C>                      <C>                   <C>
    Less than $100,000               2.50%                    2.56%                 2.25%
    $100,000 but less
     than $250,000                   2.25                     2.30                  2.00
    $250,000 but less
     than $500,000                   1.75                     1.78                  1.50
    $500,000 but less
     than $1,000,000                 1.25                     1.27                  1.00
    $1,000,000 or more                  0                        0                   @@
</TABLE>



*  THE DISTRIBUTOR HAS ADOPTED GUIDELINES DIRECTING SELLING
REPRESENTATIVES 
THAT SINGLE INVESTMENTS OF $250,000 OR MORE SHOULD BE MADE IN CLASS A
SHARES.

**  THE DISTRIBUTOR WILL REALLOW UP TO THE ENTIRE SALES CHARGE TO PNC 
SECURITIES CORP. AND GNA SECURITIES INC. FOR THOSE SHARES SOLD TO
RETAIL 
CUSTOMERS BY THOSE DEALERS. IN LIEU OF THIS ADDITIONAL REALLOWANCE,
THE 
DISTRIBUTOR MAY OTHERWISE PAY OUT OF ITS OWN RESOURCES TO GNA
SECURITIES INC. 
AN ADDITIONAL AMOUNT NOT TO EXCEED 1.50% ON THE SALE OF FUND SHARES
DEPENDING 
ON CERTAIN VARIABLES, INCLUDING SALES VOLUME, CLASS OF FUND, AND
CLASS OF 
FUND SHARES SOLD. THE STAFF OF THE SEC HAS INDICATED THAT DEALERS
WHO RECEIVE 
MORE THAN 90% OF THE SALES CHARGE MAY BE CONSIDERED UNDERWRITERS

@  FOR PURCHASES IN EXCESS OF $1 MILLION, THE DISTRIBUTOR WILL PAY A 
CONCESSION OF UP TO .70% TO THE SELLING DEALER. 

@@  FOR PURCHASES IN EXCESS OF $1 MILLION, THE DISTRIBUTOR WILL PAY A 
CONCESSION OF UP TO .60% TO THE SELLING DEALER.

No sales charge is imposed on Class A shares purchased through reinvestment 
of dividends or capital gains distributions.  In addition, Class A shares are 
offered without any sales charge with respect to: (1) purchases of $1 million 
or more of Class A shares by an investor, including an investment by a Class 
D eligible employee retirement plan that seeks the additional services 
provided to Class A Shareholders ("Class A Retirement Plans"), (2) all 
purchases by Class ARetirement Plans which have 250 or more eligible 
employees, (3) all purchases by Class ARetirement Plans, including Plans 
purchasing less than $1 million of Class A shares which are made exclusively 
through the Distributor and not through an Authorized Firm, (4) all purchases 
directly by individuals who are not Class C eligible who may otherwise invest 
in the Funds through defined contribution plans currently invested in the 
Funds, and who purchase shares exclusively


                                      33



<PAGE>

through the Distributor and not through an Authorized Firm, (5) all purchases 
by officers, directors, employees and registered representatives of Authorized 
Firms which have entered into sales agreements with the Distributor or 
financial institutions through which shares of the Funds are being offered or 
made available for sale, (6) all purchases through nondiscretionary investment 
advisory programs made available by registered investment advisers or banks 
approved by the Trust's Board of Trustees and (7) all purchases by certain 
customers (the "Selected Customers") of GE who previously purchased Class A 
shares during a special limited offering of Fund shares by the Distributor, 
provided that the Selected Customer maintains an account with the Trust in its, 
his or her name at the time of the current purchase and the investment is made 
in that name, or as custodian for a minor or in an individual retirement 
account for the Selected Customer.

Reduced sales charges are available under a combined right of accumulation 
under which an investor may combine (1) the value of Class A shares held in 
the Participant Fund, (2) the value of Class A shares held in another 
Participant Fund with respect to which the investor has previously paid, or 
is subject to the payment of, a sales charge, and (3) the value of Class A 
shares being purchased.  For example, if an investor owns shares of the 
Global Fund and the Strategic Fund that have an aggregate value of $92,000, 
and makes an additional investment in Class A shares of the Global Fund of 
$15,000, the sales charge applicable to the additional investment would be 
3.25% rather than the 4.75% normally charged on a $15,000 purchase. In 
addition, Class ARetirement Plans may include, as part of the calculation of 
accumulation benefits, purchases of shares of the Money Market Fund and 
interests in other pooled investment vehicles, which are made available to 
such investors and specified by the Distributor as eligible for accumulation 
benefits in sales agreements with Authorized Firms.

By signing a Letter of Intent form, available from the Distributor, an 
investor becomes eligible for the reduced sales load applicable to the total 
number of Participant Fund Class A shares purchased in a 13-month period 
(beginning up to 90 days prior to the date of execution of the Letter of 
Intent), pursuant to the terms and under the conditions set forth in the 
Letter of Intent.  To compute the applicable sales load, the shares an 
investor beneficially owns (on the date of submission of the Letter of 
Intent) in any Participant Fund that may be used toward "right of 
accumulation" benefits described above may be used as a credit toward 
completion of the Letter of Intent.

State Street will hold in escrow 5% of the amount indicated in the Letter of 
Intent for payment of a higher sales load if an investor does not purchase 
the full amount indicated in the Letter of Intent.  The escrow will be 
released when an investor fulfills the terms of the Letter of Intent by 
purchasing the specified amount.  Assuming completion of the total minimum 
investment specified under a Letter of Intent, an adjustment will be made to 
reflect any reduced sales charge applicable to shares purchased during the 


90-day period prior to the submission of the Letter of Intent.  Additionally, 
if the total purchases within the period exceed the amount specified in the 
Letter of Intent, an adjustment will be made to reflect further reduced sales 
charges applicable to such purchases.  All such adjustments will be made in 
the form of additional shares credited to the shareholder's account at the 
then current offering price applicable to a single purchase of the total 
amount of the total purchases.  If total purchases are less than the amount 
specified, an investor will be requested to remit an amount equal to the 
difference between the sales load actually paid and the sales load applicable 
to the aggregate purchases actually made.  If such remittance is not received 
within 20 days, State Street, as attorney-in-fact pursuant to the terms of 
the Letter of Intent, will redeem an appropriate number of shares held in 
escrow to realize the difference.  Signing a Letter of Intent does not bind 
an investor to purchase, or the Trust to sell, the full amount indicated at 
the sales load in effect at the time of signing, but an investor must 
complete the intended purchase to obtain the reduced sales load.

Participant Funds also offer a reinstatement privilege under which a 
shareholder that has redeemed Class A shares may reinvest the proceeds from 
the redemption without imposition of a sales charge, provided the 
reinvestment is made within 60 days of the redemption.  The tax status of a 
gain realized on a redemption will not be affected by exercise of the 
reinstatement privilege but a loss will be nullified if the reinvestment is 
made within 30 days of redemption.  See the Statement of Additional Informatio
n for the tax consequences when, within 90 days of a purchase of Class A 
shares, the shares are redeemed and reinvested in a Participant Fund.

CLASS B SHARES.  Investors are able to purchase Class B shares at their net 
asset value per share next determined after a purchase order is received, 
without imposition of any sales charge.  A CDSC is imposed, however, on 
certain redemptions of Class B shares.  See "Redemption of Shares" below, 
which provides a more complete description of the CDSC.  Class B shares of a 
Participant Fund, other than the Government Fund are subject to a service fee 
at the annual rate of .25% and a distribution fee at the annual rate of .75%, 
of the value of a Participant Fund's average daily net assets attributable to 
the Class.  In the case of the Government Fund, Class B shares are subject to 
a service fee at the annual rate of .25% and a distribution fee at the annual 
rate of .60% of the value of the Government Fund's average daily net assets 
attributable to the Class.  The Distributor has adopted guidelines, in view 
of the relative sales charges, service fees and distribution fees, directing 
its representatives and all selling agents that all purchases of shares 
should be for Class A shares when the pur-

                                      34



<PAGE>

chase is $250,000 or more by an investor not eligible to purchase Class C or 
Class D shares.  The Distributor reserves the right to vary these guidelines at 
any time.

CLASS C SHARES.  Class C shares will be offered at their net asset value per 
share next determined after a purchase order is received, without imposition 
of any sales charge or CDSC.  Class C shares are subject to a service fee of 
 .25% of the net assets attributable to the Class.  Class C shares are not 
subject to any distribution fee, and are available exclusively to (1) holders 
of shares of a Participant Fund or of the Money Market Fund that were issued 
and outstanding on November 29, 1993 - the date the Multiple Distribution 
System was implemented ("Existing Shares") who are not eligible to be holders 
of Class D shares, (2) any family member of a holder of Existing Shares and 
(3) employees, retirees, officers or directors of GE or an affiliate of 
GE or any family member of any of those employees, retirees, officers or 
directors, in each case, whether investing directly or indirectly through 
their IRA. For purposes of this Prospectus, the term "family member" 
includes, spouses and by reason of blood or marriage, parents, children, 
siblings, grandparents and grandchildren.  Also, for purposes of this 
Prospectus, the term "employees, retirees, officers or directors of GE or an 
affiliate of GE" includes (i) persons who are currently employed by GE or an 
affiliate of GE (GE and its affiliates are hereinafter referred to as "GE"), 
(ii) persons who have retired or will retire from GE, or (iii) persons who 
are no longer employed by GE, but who have either retained a balance in the 
GE S&S Program or were employed by GE for at least 20 consecutive years.  Any 
holder of Existing Shares falling within subcategory (1) above, who fully 
redeems his or her Class C shares or whose shares are redeemed in accordance 
with the involuntary redemption procedure set out below, will not have the 
right to reinvest in Class C shares.  See "Redemptions of Shares" below.

CLASS D SHARES.  Class D shares will be offered without imposition of a sales 
charge, CDSC, service fee or distribution fee exclusively to: banks, 
insurance companies and industrial corporations each purchasing shares for 
their own account; investment management programs of financial institutions 
that contemplate purchasing shares of investment companies managed by an 
adviser unaffiliated with the financial institution; financial institutions 
investing in their fiduciary capacity on behalf of clients or customers; 
tax-exempt investors, including defined benefit or contribution plans 
(including plans meeting the requirements of Section 401(k) of the Code), 
plans established under Section 403(b) of the Code, trusts established under 
Section 501(c)(9) of the Code to fund the payment of certain welfare 
benefits, charitable, religious and educational institutions, and foundations 
and endowments of those investors; and investment companies not managed or 
sponsored by GEIM or any affiliate of GEIM ("Institutional Investors").  Under 
no circumstances are regular IRAs, simplified employee pension IRAs 
("SEP-IRAs"), salary reduction SEP-IRAs and Keogh plans eligible to purchase 
Class D shares.  For purposes of this Prospectus, the term "industrial 
corporation" is intended to mean any corporate entity employing 100 or more 


persons but does not include professional corporations or corporations 
established under Subchapter S of the Code.  Investors eligible to purchase 
Class D shares may not purchase any other Class of shares, except, as noted 
above under "Class A Shares."

SUBSEQUENT PURCHASE OF SHARES

Investors may purchase additional shares of a Fund at any time by mail or by 
telephone in the manner outlined above.  All payments should clearly indicate 
the investor's account number.

PURCHASES IN KIND

The Trust may, in its discretion, require that proposed investments of $10 
million or more in a particular Class of a Participant Fund, or in the Money 
Market Fund, be made in kind.  This requirement is intended to minimize the 
effect of transaction costs on existing shareholders of a Fund.  Such 
transaction costs, which may include broker's commissions and taxes or 
governmental fees, domestic or foreign, as the case may be, may, in such 
event, be borne by the proposed investor in shares of the Fund.  Under these 
circumstances, the Trust would inform the investor of the securities and 
amounts that are acceptable to the Trust.  The securities would then be 
accepted by the Trust at their then market value in return for shares in the 
Fund of an equal value.

RETIREMENT PLANS

Shares of each of the Funds, other than the Tax-Exempt Fund, are available 
for purchase by IRAs, including IRAs established under the proprietary form 
established by GEIM ("GE IRAs"), retirement plans for self-employed 
individuals, 401(k) Plans, eligible deferred compensation plans meeting the 
requirements of Section 457(b) of the Code, tax-exempt organizations 
enumerated in Section 501(c)(3) of the Code and retirement plans qualified 
under Section 403(b)(7) of the Code (collectively "Qualified Plans").  As set 
out above under "Purchase of Shares - The Multiple Distribution System" 
different types of Qualified Plans may be eligible to purchase different 
Classes of a Participant Fund.  Details about the procedure to be followed by 
Qualified Plans in investing in the Funds are available through the 
Distributor.  Investors interested in establishing a GE IRA should contact 
the Distributor at the applicable toll free number listed on the back cover 
of the Prospectus to obtain the necessary documentation.

REDEMPTION OF SHARES

REDEMPTIONS IN GENERAL

Shares of the Money Market Fund, as well as shares of a Class of a 
Participant Fund, may be redeemed on

                                      35


<PAGE>

any day on which the Fund's net asset value is calculated as described below 
under "Net Asset Value."  Redemption requests received in proper form prior to 
the close of regular trading on the NYSE will be effected at the net asset 
value per share determined on that day.  Redemption requests received after the 
close of regular trading on the NYSE will be effected at the net asset value as 
next determined.  The Trust normally transmits redemption proceeds within seven 
days after receipt of a redemption request.  If a shareholder holds shares in 
more than one Class of a Participant Fund, any request for redemption must 
specify the Class being redeemed.  In the event of a failure to specify which 
Class or if the investor owns fewer shares of the Class than specified, the 
redemption request will be delayed until the Trust receives further 
instructions.  Redemption proceeds will be subject to no charge, except for 
certain redemptions of Class A and Class B shares of a Participant Fund.  A 
shareholder who pays for shares of a Fund by personal check will receive the 
proceeds of a redemption of those shares when the purchase check has been 
collected, which may take up to 15 days or more.  Shareholders who anticipate 
the need for more immediate access to their investment should purchase shares 
with Federal funds or bank wire or by a certified or cashier's check.

The Trust requires that a shareholder of the Money Market Fund maintain a 
minimum investment in the Fund of $100, so care should be exercised to ensure 
that redemptions do not reduce the shareholder's investment below this 
minimum.  Two exceptions exist to this minimum investment requirement: an 
account established by a Qualified Plan and an account established by payroll 
deductions which does not yet have a $100 account balance.  In the case of a 
payroll deduction account with a balance that has exceeded $100, however, the 
shareholder is not permitted to redeem shares if the redemption would reduce 
the account balance below $100 (except to close the account).  If the 
shareholder's account balance is less than $100 (except in the two cases 
described above), the Trust may automatically redeem the shares of the Money 
Market Fund in the account and remit the proceeds to the shareholder so long 
as the shareholder is given 30 days' prior written notice of the action.  In 
addition, if the shareholder has checkwriting privileges, redemption of $100 
or more may be made by writing a check either to the shareholder or to a 
third party.

A holder of Existing Shares who would not otherwise be eligible to invest in 
Class C shares by virtue of being an employee, retiree, officer or director 
of GE or an affiliate of GE or a family member of any of those employees, 
retirees, officers or directors, who fully redeems his account or whose 
account balance is involuntarily redeemed by the Trust in the manner set out 
below, will not remain eligible to thereafter invest in Class C shares; the 
holder will instead be eligible to invest in either Class A or Class B shares 
only.

A CDSC payable to the Distributor is imposed on certain redemptions of Class 
A and Class B shares of a Participant Fund, however effected.  No CDSC is 
imposed on redemptions of shares that were purchased more than a fixed number 
of years prior to the redemptions or on shares derived from reinvestment of 


dividends or capital gains distributions.  Furthermore, no CDSC will be 
imposed on an amount that represents an increase in the value of the 
shareholder's account resulting from capital appreciation.  The amount of any 
applicable CDSC will be calculated by multiplying the applicable percentage 
charge by the lesser of (1) the net asset value of the Class A or Class B 
shares at the time of purchase or (2) the net asset value of the Class A or 
Class B shares at the time of redemption.  In circumstances in which the CDSC 
is imposed, the amount of the charge will depend on the number of years since 
the shareholder made the purchase payment from which the amount is being 
redeemed.  Solely for purposes of determining the number of years since a 
purchase payment, all purchase payments made during a month will be 
aggregated and deemed to have been made on the first day of that month.

The CDSC on Class A shares is payable on the same terms and conditions as 
would be applicable to Class B shares, except that the CDSC on Class A shares 
is at a lower rate and for a shorter period than that imposed on Class B 
shares (1% for redemptions only during the first year after purchase) and 
except that Class A shares have no automatic conversion feature.  The CDSC 
applicable to Class A shares is calculated in the same manner as the CDSC 
with respect to Class B shares and is waived in the same situations as with 
respect to Class B shares.

The following table sets forth the CDSC rates applicable to redemptions of 
Class B shares of the U.S. Equity Fund, the Global Fund, the International 
Fund and the Strategic Fund:

<TABLE>
<CAPTION>
                                        CDSC AS A %
YEAR SINCE PURCHASE                      OF AMOUNT
 PAYMENT WAS MADE                        REDEEMED
______________________________________________________

<S>                                         <C>
Within First Year                         4.00%
Within Second Year                        3.00%
Within Third Year                         2.00%
Within Fourth Year                        1.00%
Within Fifth Year                         0.00%
Within Sixth Year                         0.00%
</TABLE>

The following table sets forth the CDSC rates applicable to redemptions of 
Class B shares of the Tax-Exempt Fund, the Income Fund and the Government 
Fund:



<TABLE>
<CAPTION>
                                        CDSC AS A %
YEAR SINCE PURCHASE                      OF AMOUNT
 PAYMENT WAS MADE                        REDEEMED
______________________________________________________

<S>                                         <C>
Within First Year                          3.00%
Within Second Year                         3.00%
Within Third Year                          2.00%
Within Fourth Year                         1.00%
Within Fifth Year                          0.00%
Within Sixth Year                          0.00%
</TABLE>

                                      36


<PAGE>

Class B shares will automatically convert to Class A shares six years after 
the date on which they were purchased and thereafter will no longer be 
subject to the higher distribution fee applicable to such Class B shares, but 
will be subject to the .25% distribution fee applicable with respect to Class 
A shares.

In determining the applicability and rate of any CDSC to a redemption of 
shares of a Fund, the Distributor will assume that a redemption is made first 
of shares representing reinvestment of dividends and capital gain 
distributions and then of other shares held by the shareholder for the 
longest period of time.  This assumption will result in the CDSC, if any, 
being imposed at the lowest possible rate.

The Trust will waive the CDSC on redemptions of shares of the Funds upon the 
death or disability of a shareholder if the redemption is made within one 
year of death or disability of a shareholder.  The CDSC would be waived when 
the decedent or disabled person is either an individual shareholder or, in 
the case of death, owns the shares with his or her spouse as a joint tenant 
with right of survivorship, and when the redemption is made within one year 
of the death or initial determination of disability.  This waiver of the CDSC 
would apply to a total or partial redemption but only to redemptions of 
shares held at the time of the death or initial determination of disability.  
The Trust will also waive the CDSC on redemptions of shares of the Funds 
effected pursuant to a systematic withdrawal plan (see "Systematic Withdrawal 
Plan" below), if the redemptions do not exceed 10% of the value of a 
shareholder's account on an annual basis.  Redemptions in excess of this 
amount will be charged an applicable CDSC.

Shares of a Fund may be redeemed in the following ways:

REDEMPTIONS THROUGH AN AUTHORIZED FIRM

An investor whose shares are purchased with the assistance of a Sales 
Representative may redeem all or part of his or her shares in accordance with 
instructions pertaining to such accounts.  If such investor is also the 
shareholder of record of those accounts on the books of State Street, he or 
she may redeem shares pursuant to the methods described below.  Such an 
investor using the redemption by mail or wire methods, must arrange with the 
Authorized Firm for delivery of the required forms to State Street.  It is 
the responsibility of the Authorized Firm to transmit the redemption order 
(and credit its customers' account with the redemption proceeds, if 
applicable) on a timely basis.


REDEMPTION BY MAIL

Shares of a Fund may be redeemed by mail by making a written request for 
redemption that (1) states the Class (if applicable) and the number of shares 
or the specific dollar amount to be redeemed, (2) identifies the Fund or 
Funds from which the number or dollar amount is to be redeemed, (3) 
identifies the shareholder's account number and (4) is signed by each 
registered owner of the shares exactly as the shares are registered and 
sending the request to the Trust, at:


            GE Funds
            P.O. Box 8309
            Boston, MA 02266-8325

For overnight package delivery:
            GE Funds
            c/o Boston Financial Data Services Inc.
            Two Heritage Drive
            Quincy, MA 02171

Signature guarantees arre required for all redemptions over $25,000. In 
addition, signature guarantees are required for requests to have redemption 
proceeds (1)mailed to an address other than the address of record, (2) paid 
to other than the shareholder, (3) wired to a bank other than the bank of 
record, or (4) mailed to an address that has been changed within 30 days of 
the redemption request. All signature guarantees must be guaranteed by a 
commercial bank, trust company, broker, dealer, credit union, national 
securities exchange or registered association, clearing agency or savings 
association.  The Trust may require additional supporting documents for 
redemptions made by corporations, executors, administrators, trustees, 
guardians or persons utilizing a power of attorney.  A request for redemption 
will not be deemed to have been submitted until the Trust receives all 
documents typically required to assure the safety of a particular account.  
The Trust may waive the signature guarantee on a redemption of $25,000 or 
less if it is able to verify the signatures of all registered owners from its 
accounts.

REDEMPTION BY TELEPHONE

Shares of a Fund may be redeemed by telephone, unless the investor has 
declined this option on the applicable section of the account application 
form.  Proceeds from a telephonic wire redemption request placed through a 
customer service representative will be transferred by wire to the 
shareholder's bank account (which has previously been identified in writing 
to the Trust).  Proceeds from a telephonic check redemption request placed 
through the automated system will be sent by check to the shareholder's 
address of record.  The minimum telephonic wire redemption request is $1,000; 
the minimum telephonic check redemption request is $500.  If the account is 
registered jointly in the name of more than one shareholder, only one 
shareholder will be required to authorize redemption of shares by telephone, 
and the Trust will be entitled to act upon telephonic instructions of any 
shareholder of a joint account.  Wire transfers will be made directly to the 
account specified by the shareholder if that bank is a member of the Federal 
Reserve System or to a correspondent bank if the bank holding the account is 
not a member.  Although the Trust imposes no fees on wire transfers, fees 
normally wil

                                      37



<PAGE>

be imposed by the bank and will be the responsibility of the 
shareholder.  Redemptions of shares of a Fund by a Qualified Plan may not be 
effected by telephone.

Telephonic redemption requests should be made by calling the applicable toll 
free number listed on the back cover page of the Prospectus.  Confirmation of 
telephonic redemptions will be sent within seven days of the date of 
redemption but will normally be sent in less time.  Wire transfer of funds 
will be made within two business days following the telephonic request.  
Dividends will be earned through and including the date of receipt of the 
redemption request.

Telephone redemption requests may be difficult to implement in times of 
drastic economic or market changes.  In the event shareholders of the Funds 
are unable to contact the Trust by telephone, shareholders should write to 
the Trust at:

            GE Funds
            P.O. Box 8309
            Boston, MA 02266-8325

For overnight package delivery:
            GE Funds
            c/o Boston Financial Data Services Inc.
            Two Heritage Drive
            Quincy, MA 02171

By making a telephonic redemption request, a shareholder authorizes the Trust 
to act on the telephonic redemption instructions by any person representing 
himself or herself to be the shareholder and believed by the Trust to be 
genuine.  The Trust will employ reasonable procedures to confirm that 
instructions communicated by telephone are genuine and the Trust's records of 
such instructions will be binding.  If the procedures, which include the use 
of a personal identification number ("PIN") system and the provision of 
written confirmation of transactions effected by telephone, were not employed 
by the Trust, the Trust could be subject to liability for any loss resulting 
from unauthorized or fraudulent instructions.  As a result of compliance with 
this policy, if the Trust follows the procedures outlined above and has a 
good faith belief that the instructions it received were genuine, the 
shareholder will bear the risk of loss in the event of a fraudulent 
redemption transaction.

SYSTEMATIC WITHDRAWAL PLAN

The Trust's Systematic Withdrawal Plan permits investors in a Fund to request 
withdrawal of a specified dollar amount (minimum of $50) on either a monthly 
or quarterly basis if they have a $5,000 minimum account in a Class of a 
Participant Fund or in the Money Market Fund.  The maximum amount which may 
be withdrawn under the Systematic Withdrawal Plan is 10% of the value of a 


Shareholder's account on an annual basis.  An application for the Systematic 
Withdrawal Plan can be obtained from the Trust.  The Systematic Withdrawal 
Plan may be terminated at any time by the investor or the Trust.

INVOLUNTARY REDEMPTIONS

An account of a shareholder of a Fund with respect to a Class of shares (if 
applicable) that is reduced by redemptions, and not by reason of market 
fluctuations or by payroll deductions, to a value of $500 or less (or $100 in 
the case of the Money Market Fund) may be redeemed by the Trust, but only 
after the shareholder has been given notice of  at least 30 days in which to 
increase the balance in the account to more than $500.  Proceeds of such a 
redemption will be mailed to the shareholder.

DISTRIBUTIONS IN KIND

If the Trust's Board of Trustees determines that it would be detrimental to 
the best interests of a Fund's shareholders to make a redemption payment 
wholly in cash, the Trust may pay, in accordance with rules adopted by the 
SEC, any portion of a redemption in excess of the lesser of $250,000 or 1% of 
the Fund's net assets by a distribution in kind of portfolio securities in 
lieu of cash.  Redemptions failing to meet this threshold must be made in 
cash.  Portfolio securities issued in a distribution in kind will be deemed 
by GEIM to be readily marketable.  Shareholders receiving distributions in 
kind of portfolio securities may incur brokerage commissions when 
subsequently disposing of those securities.

CHECKWRITING PRIVILEGES

A shareholder of the Money Market Fund may request in an application form or 
by letter sent to the Trust that he or she would like checkwriting 
privileges, which are provided at no cost to the shareholder.  The Trust will 
provide redemption checks ("Checks") drawn on the shareholder's account.  
Checks will be sent only to the shareholder of the account and only to the 
address of record.  The application or written request must be manually 
signed by the shareholder.  Checks may be made payable to the order of any 
person in an amount of $100 or more.  Dividends are earned until the Check 
clears.  When a Check is presented to State Street for payment, State Street, 
as agent, will cause the Money Market Fund to redeem a sufficient number of 
shares in the shareholder's account to cover the amount of the Check.  After 
clearance, the Check will be returned to the shareholder.  Shareholders 
generally will be subject to the same rules and regulations that State Street 
applies to checking accounts.  Unless otherwise specified in writing to the 
Trust, only the signature of one shareholder of a joint account is required 
on Checks.

Checks may not be written to redeem shares purchased by check until the 
earlier of (1) the date that good funds are credited to State Street by its 
correspondent bank or (2) 15 days from the date of receipt

                                      38



<PAGE>

of the check utilized to purchase shares.  If the amount of the Check is 
greater than the value of the shares in a shareholder's account, the Check will 
be returned marked "insufficient funds."  Checks should not be used to close an 
account.  Checks written on amounts subject to the hold described above will be 
returned marked "uncollected."  If the Check does not clear, the shareholder 
will be responsible for any loss that the Money Market Fund or State Street 
incurs.

The Trust may modify or terminate the checkwriting privilege at any time on 
30 days' notice to participating shareholders.  The checkwriting privilege is 
subject to State Street's rules and regulations and is governed by the 
Massachusetts Uniform Commercial Code.  All notices with respect to Checks 
drawn on State Street must be given to State Street.  Stop payment 
instructions may be given by calling the applicable toll free number listed 
on the back cover of the Prospectus.

EXCHANGE PRIVILEGE

Under an exchange privilege offered by the Trust, shares of each Class of a 
Participant Fund may be exchanged for shares of the same Class of any other 
Participant Fund at their respective net asset values.  A holder of Existing 
Shares of the Money Market Fund (other than an Institutional Investor or a 
Class D eligible retirement plan) can exchange those Money Market Fund shares 
for Class C shares of a Participant Fund.  An Institutional Investor (other 
than a Class D eligible retirement plan) can exchange shares of the Money 
Market Fund for Class D shares of a Participant Fund.  A Class D eligible 
retirement plan can exchange shares of the Money Market Fund for Class A or 
Class D shares of a Participant Fund, as selected by the plan sponsor, 
depending upon whether the plan sponsor desires the additional services 
provided to Class A shareholders.  All other Money Market Fund shareholders 
will be given the choice of receiving either Class A or Class B shares of a 
Participant Fund upon the completion of an exchange.  The privilege is 
available to shareholders residing in any state in which shares of the Fund 
being acquired may legally be sold.  An exchange of shares is treated for 
Federal income tax purposes as a redemption (that is, a sale) of shares given 
in exchange by the shareholder, and an exchanging shareholder may, therefore, 
realize a taxable gain or loss in connection with the exchange.  An exchange 
of shares may be made by calling or by writing the Trust.  The Trust may, 
upon 60 days prior written notice to the shareholders of a Fund, materially 
modify or terminate the exchange privilege with respect to the Fund or impose 
a charge of up to $5 for exchanges of shares of the Fund.
Shareholders who exchange their Class A or Class B shares for Money Market 
Fund shares will be subject to the CDSC applicable to Class A or Class B 
shares at the time the shareholder redeems such Money Market Fund shares.  
Upon an exchange of Class A or Class B shares for Class A or Class B shares 
(as applicable) of another Participant Fund, the new Class A or Class B 
shares will be deemed to have been purchased on the same date as the Class A 
or Class B shares of the Participant Fund which have been exchanged for CDSC 

calculation purposes.  However, a shareholder who exchanges his Class B 
shares for shares of the Money Market Fund and then exchanges those Money 
Market Fund shares for Class B shares will be subject to having the period of 
time in which his shares were invested in the Money Market Fund tolled when 
computing the applicable CDSC.  Likewise, shareholders who exchange their 
Class B shares of a Participant Fund with Class B shares of another 
Participant Fund will be subject to the CDSC of the original Fund at the time 
of redemption from the second Fund.


Class Ashares of the Participant Funds are available without a sales charge 
through exchanges between Class A shares and shares of funds which were sold 
by Authorized Firms and were subject to a sales charge. GEIM or its 
affiliates may compensate selling dealers for their efforts in effecting 
these exchanges at no additional cost to investors.

Shareholders of Investors Trust, a family of mutual funds distributed by GNA 
Distributors, Inc., an affiliate of GEIM, who exchange into the Money Market 
Fund will not be able to exchange from GE Money Market Fund into any other 
Fund and will be charged the CDSC applicable to the Class B shares of the 
applicable Investors Trust fund upon redemption from the Money Market Fund, 
unless the shares are exchanged into shares of another Investors Trust fund.  
Shares of the Funds purchased through a nondiscretionary investment advisory 
program made available by a registered investment adviser or bank may only be 
exchanged for shares of another Fund which has been specified under the 
program.

Shareholders exercising the exchange privilege should review the prospectus 
disclosure for the Fund they are considering investing in carefully prior to 
making an exchange.

NET ASSET VALUE

Each Class' net asset value per share, as well as the Money Market Fund's net 
asset value per share, is calculated on each day, Monday through Friday, 
except on days on which the NYSE is closed.  The NYSE is currently scheduled 
to be closed on New Year's Day, Presidents' Day, Good Friday, Memorial Day, 
Independence Day, Labor Day, Thanksgiving and Christmas, and on the preceding 
Friday or subsequent Monday when one of these holidays falls on a Saturday or 
Sunday, respectively.

Each Class' net asset value per share and the Money Market Fund's net asset 
value per share are determined as of the close of regular trading on the NYSE 
(currently 4:00 p.m., New York time).  Net asset value

                                      39



<PAGE>

per share of a Class is computed by dividing the value of the Participant 
Fund's net assets attributable to that Class by the total number of shares 
outstanding of that Class and the net asset value per share of the Money Market 
Fund is computed by dividing the value of the Money Market Fund's net assets by 
the total number of its shares outstanding.  In general, a Fund's investments 
will be valued at market value or, in the absence of market value, at fair 
value as determined by or under the direction of the Trust's Board of Trustees. 
 The Trust will seek to maintain the Money Market Fund's net asset value at 
$1.00 per share for purposes of purchases and redemptions, although no 
assurance can be given that the Trust will be able to do so on a continuous 
basis.

Securities that are primarily traded on a foreign exchange generally will 
be valued for purposes of calculating a Fund's net asset value at the preceding 
closing value of the securities on the exchange, except that, when an 
occurrence subsequent to the time a value was so established is likely to 
have changed that value, the fair market value of those securities will be 
determined by consideration of other factors by or under the direction of the 
Board of Trustees.  A security that is primarily traded on a domestic or 
foreign securities exchange will be valued at the last sale price on that 
exchange or, if no sales occurred during the day, at the current quoted bid 
price.  An option that is written or purchased by a Fund generally will be 
valued at the mean between the last asked and bid prices.  The value of a 
futures contract will be equal to the unrealized gain or loss on the contract 
that is determined by marking the contract to the current settlement price 
for a like contract on the valuation date of the futures contract.  A 
settlement price may not be used if the market makes a limit move with 
respect to a particular futures contract or if the securities underlying the 
futures contract experience significant price fluctuations after the determina
tion of the settlement price.  When a settlement price cannot be used, 
futures contracts will be valued at their fair market value as determined by 
or under the direction of the Board of Trustees.

All assets and liabilities of a Fund initially expressed in foreign currency 
values will be converted into U.S. dollar values at the mean between the bid 
and offered quotations of the currencies against U.S. dollars as last quoted 
by any recognized dealer.  If the bid and offered quotations are not 
available, the rate of exchange will be determined in good faith by the Board 
of Trustees.  In carrying out the Board's valuation policies, GEIM may 
consult with an independent pricing service or services, retained by the 
Trust.  Further information regarding the Trust's valuation policies is 
contained in the Statement of Additional Information.
All portfolio securities held by the Money Market Fund, and any short-term 
investments of the other Funds that mature in 60 days or less, will be valued 
on the basis of amortized cost (which involves valuing an investment at its 
cost and, thereafter, assuming a constant amortization to maturity of any 
discount or premium, regardless of the effect of fluctuating interest rates 
on the market value of the investment) when the Trust's Board of Trustees 
determines that amortized cost is fair value.



DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

Net investment income (that is, income other than long- and short-term 
capital gains) and net realized long- and short-term capital gains are 
determined separately for each Fund.  Dividends of a Participant Fund or the 
Money Market Fund which are derived from net investment income and 
distributions of net realized long- and short-term capital gains paid by a 
Fund to a shareholder will be automatically reinvested in additional shares 
of the same Class of the Participant Fund or the Money Market Fund, 
respectively, and deposited in the shareholder's account, unless the sharehold
er instructs the Trust, in writing, to pay all dividends and distributions in 
cash.  Shareholders may contact the Trust for details concerning this 
election.  However, if it is determined that the U.S. Postal Service cannot 
properly deliver Fund mailings to a shareholder, the Fund may terminate the 
shareholder's election to receive dividends and other distributions in cash. 
Thereafter, the shareholder's subsequent dividends and other distributions 
will be automatically reinvested in additional shares of the Fund until the 
shareholder notifies the Fund in writing of his or her correct address and 
requests in writing that the election to receive dividends and other 
distributions in cash be reinstated.  Dividends attributable to the 
Tax-Exempt Fund, the Income Fund, the Government Fund and the Money Market 
Fund are declared daily and paid monthly.  Dividends attributable to the net 
investment income of the U.S. Equity Fund, the Global Fund, the International 
Fund and the Strategic Fund are declared and paid annually.  If a shareholder 
redeems all of his shares of the Tax-Exempt Fund, the Income Fund, the 
Government Fund or the Money Market Fund at any time during a month, all 
dividends to which the shareholder is entitled will be paid to the shareholder
along with the proceeds of his redemption.  Written confirmations relating 
to the automatic reinvestment of daily dividends will be sent to shareholders 
within five days following the end of each quarter for the Tax-Exempt Fund, 
the Income Fund and the Government Fund, and within five days following the 
end of each month for the Money Market Fund. Distributions of any net 
realized long-term and short-term capital gains earned by a Fund will be made 
annually.  These dividends and distributions are determined in accordance 
with income tax regulations which may differ from generally accepted 
accounting principles.  All expenses of the Tax-Exempt Fund, the Income Fund, 
the Government Fund and the Money Market Fund are accrued daily

                                      40



<PAGE>

and deducted before declaration of dividends to shareholders.  Earnings of the 
Tax-Exempt Fund, the Income Fund, the Government Fund and the Money Market Fund 
for Saturdays, Sundays and holidays will be declared as dividends on the 
business day immediately preceding the Saturday, Sunday or holiday.  As a 
result of the different service, distribution and transfer agency fees 
applicable to the Classes, the per share dividends and distributions on Class D 
shares will be higher than those on Class C shares, which in turn will be 
higher than those on Class A shares, which in turn will be higher than those on 
Class B shares.  See "Fee Table" and "Purchase of Shares - The Multiple 
Distribution System."

Each Fund is subject to a 4% non-deductible excise tax measured with respect 
to certain undistributed amounts of net investment income and capital gains.  
If necessary to avoid the imposition of this tax, and if in the best 
interests of the Fund's shareholders, the Trust will declare and pay 
dividends of the Fund's net investment income and distributions of the Fund's 
net capital gains more frequently than stated above.

TAXES

Each Fund is treated as a separate entity for Federal income tax purposes.  
As a result, the amounts of net investment income and net realized capital 
gains subject to tax are determined separately for each Fund (rather than on 
a Trust-wide basis).

The Trust intends that each Fund qualify each year as a regulated investment 
company under the Code.  Dividends paid from a Fund's net investment income 
and distributions of a Fund's net realized short-term capital gains will be 
taxable to shareholders (other than Qualified Plans and other tax-exempt 
investors) as ordinary income, regardless of how long shareholders have held 
their shares of the Fund and whether the dividends or distributions are 
received in cash or reinvested in additional shares of the Fund.  
Distributions of a Fund's net realized long-term capital gains will be 
taxable to shareholders as long-term capital gains, regardless of how long 
shareholders have held their shares of the Fund and whether the distributions 
are received in cash or are reinvested in additional shares of the Fund.  In 
addition, as a general rule, a shareholder's gain or loss on a sale or 
redemption of shares of a Fund will be a long-term capital gain or loss if 
the shareholder has held the shares for more than one year and will be a 
short-term capital gain or loss if the shareholder has held the shares for 
one year or less.

Dividends and distributions paid by the Tax-Exempt Fund, the Income Fund, the 
Government Fund and the Money Market Fund, and distributions of capital gains 
paid by all the Funds, will not qualify for the Federal dividends-received 
deduction for corporations.  Dividends paid by the U.S. Equity Fund, the 
Global Fund and the Strategic Fund, to the extent derived from dividends 
attributable to certain types of stock issued by U.S. corporations, will 


qualify for the dividends-received deduction for corporations.  Some states, 
if certain asset and diversification requirements are satisfied, permit 
shareholders to treat their portions of a Fund's dividends that are 
attributable to interest on U.S. Treasury securities and certain Government 
Securities as income that is exempt from state and local income taxes.  
Dividends attributable to repurchase agreement earnings are, as a general 
rule, subject to state and local taxation.

Dividends paid by the Tax-Exempt Fund that are derived from interest earned 
on qualifying tax-exempt obligations are expected to be "exempt-interest" 
dividends that shareholders may exclude from their gross income for Federal 
income tax purposes if the Fund satisfies certain asset percentage 
requirements.  To the extent that the Tax-Exempt Fund invests in bonds, the 
interest on which is a specific tax preference item for Federal income tax 
purposes ("AMT-Subject Bonds"), any exempt-interest dividends derived from 
interest on AMT-Subject Bonds will be a specific tax preference item for 
purposes of the Federal individual and corporate alternative minimum taxes.  
All exempt-interest dividends will be a component of the "current earnings" 
adjustment item for purposes of the Federal corporate alternative minimum 
income tax, and corporate shareholders may incur a larger Federal 
environmental tax liability through the receipt of dividends and 
distributions from the Tax-Exempt Fund.

Net investment income or capital gains earned by the Funds investing in 
foreign securities may be subject to foreign income taxes withheld at the 
source.  The United States has entered into tax treaties with many foreign 
countries that entitle the Funds to a reduced rate of tax or exemption from 
tax on this related income and gains.  The effective rate of foreign tax 
cannot be determined at this time since the amount of these Funds' assets to 
be invested within various countries is not now known.  The Trust intends 
that the Funds seek to operate so as to qualify for treaty-reduced rates of 
tax when applicable.  In addition, if a Fund qualifies as a regulated 
investment company under the Code, if certain distribution requirements are 
satisfied, and if more than 50% of the value of the Fund's assets at the 
close of the taxable year consists of stocks or securities of foreign 
corporations, the Trust may elect, for U.S. Federal income tax purposes, to 
treat foreign income taxes paid by the Fund that can be treated as income 
taxes under U.S. income tax principles as paid by its shareholders.  The 
Trust anticipates that the Global Fund and the International Fund will seek 
to qualify for and make this election in most, but not necessarily all, of 
its taxable years.  If the Trust were to make an election with respect to a 
Fund, an amount equal to the foreign income taxes paid by the Fund would be 
included in the income of its shareholders and the shareholders would be 
entitled to credit their portions of this amount against their U.S. tax 
liabilities, if any, or to deduct those portions from their U.S. taxable 
income, if any.  Shortly after

                                      41



<PAGE>

any year for which it makes an election, the Trust will report to the 
shareholders of the Fund, in writing, the amount per share of foreign tax that 
must be included in each shareholder's gross income and the amount that will be 
available as a deduction or credit.  No deduction for foreign taxes may be 
claimed by a shareholder who does not itemize deductions.  Certain limitations 
will be imposed on the extent to which the credit (but not the deduction) for 
foreign taxes may be claimed.

Statements as to the tax status of each shareholder's dividends and 
distributions are mailed annually.  Shareholders will also receive, as 
appropriate, various written notices after the close of their Fund's taxable 
year regarding the tax status of certain dividends and distributions that 
were paid (or that are treated as having been paid) by the Fund to its 
shareholders during the preceding taxable year, including the amount of 
dividends that represents interest derived from Government Securities.  Shareh
olders should consult with their own tax advisors with specific reference to 
their own tax situations.

CUSTODIAN AND TRANSFER AGENT

State Street, located at 225 Franklin Street, Boston, Massachusetts 02101, 
serves as the Trust's custodian and transfer agent, and is responsible for 
receiving acceptance orders for the purchase of shares and processing 
redemption requests.

DISTRIBUTOR

GE Investment Services Inc., located at 3003 Summer Street, P.O. Box 7900, 
Stamford, Connecticut, 06904-7900, serves as distributor of the Funds' 
shares.  The Distributor, a wholly-owned subsidiary of GEIM, also serves as 
Distributor for the Elfun Funds.  GEIM or its affiliates, at their own 
expense, may allocate portions of their revenues or other resources to assist 
the Distributor in distributing shares of the Funds, by providing additional 
promotional incentives to dealers.  In some instances, these incentives may be 
limited to certain dealers who have sold or may sell significant numbers of 
shares of the Funds.  The Distributor routinely offers dealers in Fund shares 
the opportunity to participate in contests for which prizes include tickets to 
theater and sporting events, dining, travel to meetings and conferences held in 
locations remote from their offices and other items.

THE FUNDS' PERFORMANCE

Certain information about the Funds' performance is set out below.  Further 
information about the performance of the Funds is contained in the Trust's 
Annual Report to shareholders which may be obtained upon request without 
charge.


YIELD

The Trust may, from time to time, include the yield and effective yield of 
the Money Market Fund in advertisements or reports to shareholders or 
prospective investors.  Current yield for the Money Market Fund will be based 

upon income received by a hypothetical investment in a given seven-day period 
(which period will be stated in the advertisement), and then "annualized" 
(that is, assuming that the seven-day yield would be received for 52 weeks, 
stated in terms of an annual percentage return on the investment).  
"Effective yield" for the Money Market Fund will be calculated in a manner 
similar to that used to calculate yield, but will reflect the compounding 
effect of earnings on reinvested dividends.  The seven-day current yield and 
effective seven-day yield as of September 30, 1995 were 5.30% and 5.50% 
respectively.  Had GEIM not absorbed a portion of the Money Market Fund's 
expenses, the Fund's seven-day yield and effective seven-day yield as of 
September 30, 1995 would have been 4.90% and 5.00% respectively.

The Trust may, from time to time, advertise a 30-day "yield" for each Class 
of a Participant Fund and an "equivalent taxable yield" for each Class of the 
Tax-Exempt Fund.  The yield of a Fund refers to the income generated by an 
investment in a Class over the 30-day period identified in the advertisement 
and is computed by dividing the net investment income per share earned by a 
Class during the period by the net asset value per share for that Class on 
the last day of the period.  This income is "annualized" by assuming that the 
amount of income is generated each month over a one-year period and is 
compounded semi-annually.  The annualized income is then shown as a 
percentage of the Fund's net asset value.  The 30-day yield for the period 
ended September 30, 1995 for Class A, Class B, Class C and Class D shares, 
respectively, of the Tax-Exempt Fund, the Government Fund and the Income Fund 
was 4.36%, 4.05%, 4.80%, 5.05%; 5.25%, 5.06%, 5.63%, 5.88%; and 5.89%, 5.49%, 
6.25%, 6.54%, respectively.  Had GEIM not absorbed a portion of the 
Tax-Exempt Fund's, the Government Fund's and the Income Fund's expenses, the 
Tax-Exempt Fund's, the Government Fund's and the Income Fund's 30-day yield 
for the period ended September 30, 1995 for Class A, Class B, Class C and 
Class D shares, respectively, would have been 4.20%, 3.89%, 4.77%, 4.98%; 
5.08%, 4.89%, 5.52%, 5.83%; and 5.88%, 5.33%, 6.24%, 6.38%.

EQUIVALENT TAXABLE YIELD

The equivalent taxable yield of the Tax-Exempt Fund demonstrates the yield on 
a taxable investment necessary to produce an after-tax yield equal to the 
Fund's tax-exempt yield.  Equivalent taxable yield is calculated by 
increasing the yield shown for the particular Class of the Tax-Exempt Fund, 
calculated as described above, to the extent necessary to reflect the payment 
of specified tax rates.  Thus, the equivalent taxable yield of a Class of the 
Tax-Exempt Fund will always exceed the Class' yield.  Assuming an effective 
tax rate of 39.6%, for the

                                      42



<PAGE>

30-day period ended September 30, 1995, the 
equivalent taxable yield of the Tax-Exempt Fund for Class A, Class B, Class C 
and Class D shares, respectively, was 6.92%, 6.43%, 7.62% and 8.01%.  Had 
GEIM not absorbed a portion of the Tax-Exempt Fund's expenses, assuming an 
effective tax rate of 39.6%, the equivalent taxable yield of the Tax-Exempt 
Fund for the 30-day period ended September 30, 1995 for Class A, Class B, 
Class C and Class D shares, respectively, would have been 6.88%, 6.39%, 7.58% 
and 7.97%.

The table below shows individual taxpayers how to translate the tax savings 
from investments such as the Tax-Exempt Fund into an equivalent return from a 
taxable investment.  The yields used below are for illustration only and are 
not intended to represent current or future yields for the Tax-Exempt Fund, 
which may be higher or lower than those shown.

                  FEDERAL TAXABLE EQUIVALENT YIELD TABLE -- 1995 RATES

<TABLE>
<CAPTION>


                         Federal        Federal          Marginal            4.00%
         Taxpayer        Taxable            Tax          Federal
Year       Status         Income        Bracket            Rate
____________________________________________________________________________________

<S>          <C>          <C>           <C>           <C>                    <C>
1995      MARRIED       $0-39,000        15.00%           15.00%             4.71%
                     $39,001-94,250      28.00%           28.00%             5.56%
                    $94,251-114,700      31.00%           31.00%             5.80%
                   $114,701-143,600      31.00%           31.93%             5.88%
                   $143,601-256,500      36.00%           37.08%             6.36%
                      OVER $256,500      39.60%           40.79%             6.76%

1995       SINGLE         $0-23,350      15.00%           15.00%             4.71%
                     $23,351-56,550      28.00%           28.00%             5.56%
                    $56,551-114,700      31.00%           31.00%             5.80%
                   $114,701-117,950      31.00%           31.93%             5.88%
                   $117,951-256,500      36.00%           37.08%             6.36%
                      OVER $256,500      39.60%           40.79%             6.76%


<CAPTION>
                                                Tax-Free Yield

                                  4.50%       5.00%       5.50%       6.00%
           Taxpayer
Year         Status                       Taxable Equivalent Yield
<S>         <C>                   <C>         <C>         <C>         <C>
_____________________________________________________________________________

1995        MARRIED               5.29%       5.88%       6.47%       7.06%
                                  6.25%       6.94%       7.64%       8.33%
                                  6.52%       7.25%       7.97%       8.70%
                                  6.61%       7.35%       8.08%       8.81%
                                  7.15%       7.95%       8.74%       9.54%
                                  7.60%       8.44%       9.29%      10.13%

            SINGLE                5.29%       5.88%       6.47%       7.06%
                                  6.25%       6.94%       7.64%       8.33%
                                  6.52%       7.25%       7.97%       8.70%
                                  6.61%       7.35%       8.08%       8.81%
                                  7.15%       7.95%       8.74%       9.54%
                                  7.60%       8.44%       9.29%       10.13%


<CAPTION>
                                                Tax-Free Yield

                                  6.50%       7.00%       7.50%       8.00%
           Taxpayer
Year         Status                       Taxable Equivalent Yield
<S>         <C>                   <C>         <C>         <C>         <C>
_____________________________________________________________________________

1995       MARRIED                7.65%        8.24%        8.82%        9.41%
                                  9.03%        9.72%       10.42%       11.11%
                                  9.42%       10.14%       10.87%       11.59%
                                  9.55%       10.28%       11.02%       11.75%
                                 10.33%       11.13%       11.92%       12.71%
                                 10.98%       11.82%       12.67%       13.51%


          SINGLE                  7.65%        8.24%        8.82%        9.41%
                                  9.03%        9.72%       10.42%       11.11%
                                  9.42%       10.14%       10.87%       11.59%
                                  9.55%       10.28%       11.02%       11.75%
                                 10.33%       11.13%       11.92%       12.71%
                                 10.98%       11.82%       12.67%       13.51%
</TABLE>

NOTE:  THIS TABLE REFLECTS THE FOLLOWING:
1. THE ABOVE IS A FEDERAL TAXABLE EQUIVALENT YIELD TABLE ONLY.  THE 
EFFECT OF STATE INCOME TAX RATES HAS NOT BEEN FACTORED INTO THE
TAXABLE 
EQUIVALENT YIELD CALCULATION.

2. TAXABLE INCOME EQUALS ADJUSTED GROSS INCOME LESS PERSONAL 
EXEMPTIONS OF 
$2,500 LESS THE STANDARD DEDUCTION OF $6,550 ON A JOINT  RETURN OR
TOTAL 
ITEMIZED DEDUCTIONS, WHICHEVER IS GREATER.  HOWEVER,  UNDER THE
PROVISIONS OF 
THE OMNIBUS BUDGET RECONCILIATION ACT OF 1990,  ITEMIZED DEDUCTIONS
ARE REDUCED 
BY 3% OF THE AMOUNT OF A TAXPAYER'S AGI  OVER $114,700.  THIS IS
REFLECTED IN 
THE BRACKETS ABOVE BY HIGHER  EFFECTIVE FEDERAL TAX RATES. 
FURTHERMORE, 
PERSONAL EXEMPTIONS ARE PHASED  OUT FOR THE AMOUNT OF A TAXPAYER'S
AGI OVER 
$114,700 FOR SINGLE TAXPAYERS  AND $173,050 FOR MARRIED TAXPAYERS
FILING 
JOINTLY.  THIS LATTER PROVISION  IS NOT INCORPORATED INTO THE ABOVE
BRACKETS.
3. THIS TABLE REFLECTS THE TAX RATE INCREASE EFFECTIVE FOR TAX YEARS  
BEGINNING AFTER DECEMBER 31, 1992 ENACTED AS PART OF THE OMNIBUS
BUDGET  
RECONCILIATION ACT OF 1993.  THE TAX INCREASES INCLUDED A RATE OF 36%
ON  
TAXABLE INCOME OF SINGLE TAXPAYERS OVER $115,000 AND MARRIED
TAXPAYERS  OVER 
$143,600, AS WELL AS A 10% SURTAX IMPOSED ON ALL TAXPAYERS' TAXABLE 
INCOME 
OVER $250,000 (EXCEPT MARRIED FILING SEPARATELY).  THIS IS  REPRESENTED
BY AN 
ADDITIONAL TAX BRACKET AT A RATE OF 39.6%.

4. NEW HIGHER FEDERAL ALTERNATIVE MINIMUM TAX RATES OF 26% AND 28% 
ON BRACKETS 
OF ALTERNATIVE MINIMUM TAXABLE INCOME ARE IMPOSED ON  INDIVIDUALS. 
THIS 
PROVISION IS NOT INCORPORATED INTO THE TABLE.

                                      43



<PAGE>


TOTAL RETURN

From time to time, the Trust may advertise an "average annual total return" 
over various periods of time for each Class of a Participant Fund.  This 
total return figure shows an average percentage change in value of an 
investment in the Class from the beginning date of the measuring period to 
the ending date of the period.  The figure reflects changes in the price of a 
Fund's shares and assumes that any income, dividends and/or capital gains 
distributions made by the Fund during the period are reinvested in shares of 
the same Class.  Figures will be given for recent one-, five- and 10-year 
periods (if applicable), and may be given for other periods as well (such as 
from commencement of a Fund's operations, or on a year-by-year basis).  When 
considering average annual total return figures for periods longer than one 
year, investors should note that a Fund's annual total return for any one 
year in the period might have been greater or less than the average for the 
entire period.

The Trust may use "aggregate total return" figures for various periods, 
representing the cumulative change in value of an investment in a Class of a 
Participant Fund, for the specific period (again reflecting changes in the 
Fund's share price and assuming reinvestment of dividends and distributions). 
 Aggregate total return will, in each case, be calculated with the effect of 
the sales charge to which Class A shares of a Participant Fund are subject 
and with the effect of any applicable CDSC for Class B shares, and may be 
shown by means of schedules, charts or graphs, and may indicate subtotals of 
the various components of total return (that is, the change in value of 
initial investment, income dividends and capital gains distributions).  
Aggregate total return may, in addition to the above method (but never 
independent of the above method), be calculated without the effect of the 
sales charge to which Class A shares of a Participant Fund are subject and 
without the effect of any applicable CDSC for Class B shares.  Because of the 
differences in sales charges and distribution fees, the total returns for 
each of the Classes will differ.  Reflecting compounding over a longer period 
of time, aggregate total return data generally will be higher than average 
annual total return data, which reflects compounding of return.  Certain of 
the Participant Funds' total returns for the period ended September 30, 1995 
were as follows: 


                          TOTAL RATES OF RETURN(A)
<TABLE>
<CAPTION>

                                   Period from Inception to September 30, 1995
                             ______________________________________________________

                                  Class A (b)                       Class B (c)
                              _________________                 _________________

                            Reflects      Exclusive          Reflects      Exclusive
                             Sales        of Sales            Sales        of Sales
  Fund                      Charge         Charge            Charge         Charge
 _____                     _______        ________          ________       ________

<S>                          <C>            <C>               <C>            <C>
U.S. Equity Fund            10.70%          13.82%            12.26%         13.84%
Global Fund                  2.94%           5.86%             5.36%          6.98%
International Fund           0.68%           3.83%             1.41%          3.28%
Strategic Fund               7.19%          10.20%             8.21%          9.82%
Tax-Exempt Fund              -.76%           1.75%             -.05%          1.56%
Income Fund                  2.50%           5.10%             2.97%          4.59%
Government Fund              3.25%           4.93%             2.66%          4.51%

<CAPTION>

                                   Period from Inception to September 30, 1995
                             ______________________________________________________



 Fund                     Class C (d)        Class D (e)
 _____                    ___________       ____________
<S>                               <C>               <C>
U.S. Equity Fund              14.18%             14.53%
Global Fund                   13.86%             10.99%
International Fund             4.06%              4.37%
Strategic Fund                10.52%             10.92%
Tax-Exempt Fund                3.84%              3.49%
Income Fund                    5.59%              5.55%
Government Fund                5.18%              5.40%




<CAPTION>

                                  Year ended September 30, 1995
                       ___________________________________________________


                                    Class A                         Class B
                              _________________                 _________________

                            Reflects      Exclusive          Reflects      Exclusive
                             Sales        of Sales            Sales        of Sales
  Fund                      Charge         Charge            Charge         Charge
 _____                     _______        ________          ________       ________

<S>                          <C>            <C>               <C>            <C>
U.S. Equity Fund            20.54%          26.52%            21.92%         25.92%
Global Fund                  2.09%           7.16%             2.62%          6.62%
International Fund           -.13%           4.87%             -.33%          4.33%
Strategic Fund              14.44%          20.12%            15.53%         19.53%
Tax-Exempt Fund              4.35%           8.96%             5.51%          8.51%
Income Fund                  7.70%          12.48%             8.98%         11.89%
Government Fund              4.79%           7.48%             4.01%          7.01%


<CAPTION>

                 Year ended September 30, 1995

Fund                 Class C         Class D
_____                _______        _______
<S>                    <C>            <C>
U.S. Equity Fund      26.86%         27.14%
Global Fund            7.47%          7.76%
International Fund     5.16%          5.45%
Strategic Fund        20.35%         20.70%
Tax-Exempt Fund        9.23%          9.59%
Income Fund           12.81%         13.10%
Government Fund        7.74%          7.92%


</TABLE>

  (a) GEIM has agreed to waive or limit certain expenses as described on page 5 
(footnote 3). GEIM may decide to terminate this agreement in the future. In the 
absence of these waivers or expense limits, the returns would have been reduced 
for all classes of each Fund by the following amounts for all the periods 
depicted ended September 30, 1995: 0% to 2.5% for the U.S. Equity Fund, 0% to 
1.5% for the Global Fund, 0% to 1.5% for the International Fund, 0% to 2.2% for 
the Strategic Fund, 0% to 2.1% for the Tax-Exempt Fund, 0% to 2.2% for the 
Income Fund and 0% to 2.3% for the Government Fund.

  (b)For the period from January 1, 1994 (commencement of operations) to 
September 30, 1995 with respect to the U.S. Equity Fund, the Global Fund, the 
Strategic Fund, the Tax-Exempt Fund and the Income Fund and for the period from 
March 2, 1994 (commencement of operations) to September 30, 1995 with respect 
to the International Fund and the Government Fund.

  (c)For the period from December 22, 1993 (commencement of operations) to 
September 30, 1995 with respect to the U.S. Equity Fund, the Global Fund, the 
Strategic Fund, the Tax-Exempt Fund and the Income Fund and for the period from 
March 2, 1994 (commencement of operations) to September 30, 1995 with respect 
to the International Fund and the Government Fund.


  (d)For the period from February 22, 1993 (commencement of operations) to 
September 30, 1995 with respect to the U.S. Equity Fund, the Global Fund, the 
Strategic Fund and the Income Fund, for the period from February 26, 1993 
(commencement of operations) to September 30, 1995 with respect to the Tax-
Exempt Fund and for the period from March 2, 1994 (commencement of operations) 
to September 30, 1995 with respect to the International Fund and the Government 
Fund.

  (e)For the period from November 29, 1993 (commencement of operations) to 
September 30, 1995 with respect to the U.S. Equity Fund, the Global Fund, the 
Strategic Fund, the Tax-Exempt Fund and the Income Fund and for the period from 
March 2, 1994 (commencement of operations) to September 30, 1995 with respect 
to the International Fund and the Government Fund.

                                      44



<PAGE>


The Trust may, in addition to quoting a Class' average annual and aggregate 
total returns, advertise the actual annual and annualized total return 
performance data for various periods of time.  Actual annual and annualized 
total returns may be calculated either with or without the effect of the 
sales charge to which Class A shares are subject and with or without the 
effect of any applicable CDSC for Class B shares, and may be shown by means 
of schedules, charts or graphs.  Actual annual or annualized total return 
data generally will be lower than average annual total return data, which 
reflects compounding of return.

Yield and total return figures are based on historical earnings and are thus 
not intended to indicate future performances.  The Statement of Additional 
Information describes the method used to determine a Fund's yield and total 
return.

COMPARATIVE PERFORMANCE INFORMATION

In reports or other communications to shareholders of a Fund or in 
advertising materials, the Trust may compare the Fund's performance with (1) 
the performance of other mutual funds as listed in the rankings prepared by 
Lipper Analytical Services, Inc. or similar independent services that monitor 
the performance of mutual funds, (2) various unmanaged indexes, including the 
Russell Index, S&P Index, and the Dow Jones Industrial Average or (3) other 
appropriate indexes of investment securities or with data developed by GEIM 
derived from those indexes.  The performance information may also include 
evaluations of a Fund published by nationally recognized ranking services and 
by financial publications that are nationally recognized, such as BARRON'S, 
BUSINESS WEEK, FORBES, FORTUNE, INSTITUTIONAL INVESTOR, KIPLINGER'S
PERSONAL 
FINANCE, MONEY, MORNINGSTAR MUTUAL FUND VALUES, THE NEW YORK
TIMES, THE WALL 
STREET JOURNAL and USA TODAY. These ranking services or publications may 
compare a Fund's performance to, or rank it within, a universe of mutual 
funds with investment objectives and policies similar, but not necessarily 
identical to, the Fund's. Such comparisons or rankings are made on the basis 
of several factors, including objectives and policies, management style and 
strategy, and portfolio composition, and may change over time if any of those 
factors change.

                                      45



<PAGE>


FURTHER INFORMATION: CERTAIN INVESTMENT TECHNIQUES AND STRATEGIES
The Funds may engage in a number of investment techniques and strategies, 
including those described below.  No Fund is under any obligation to use any 
of the techniques or strategies at any given time or under any particular 
economic condition.  In addition, no assurance can be given that the use of 
any practice will have its intended result or that the use of any practice 
is, or will be, available to any Fund.

STRATEGIES AVAILABLE TO ALL FUNDS

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES.  To secure prices or yields 
deemed advantageous at a particular time, a Fund may purchase securities on a 
when-issued or delayed-delivery basis, in which case, delivery of the 
securities occurs beyond the normal settlement period; no payment for or 
delivery of the securities is made by, and no income accrues to, the Fund, 
however, prior to the actual delivery or payment by the other party to the 
transaction.  Each Fund will enter into when-issued or delayed-delivery 
transactions for the purpose of acquiring securities and not for the purpose 
of leverage.  When-issued securities purchased by a Fund may include 
securities purchased on a "when, as and if issued" basis under which the 
issuance of the securities depends on the occurrence of a subsequent event, 
such as approval of a merger, corporate reorganization or debt restructuring. 
 Cash, Government Securities or other liquid, high-grade debt obligations in 
an amount equal to the amount of each Fund's when-issued or delayed-delivery 
purchase commitments will be segregated with the Trust's custodian, or with a 
designated subcustodian, in order to avoid or limit any leveraging effect 
that may arise in the purchase of a security pursuant to such a commitment.
Securities purchased on a when-issued or delayed-delivery basis may expose a 
Fund to risk because the securities may experience fluctuations in value 
prior to their delivery.  Purchasing securities on a when-issued or 
delayed-delivery basis can involve the additional risk that the return 
available in the market when the delivery takes place may be higher than that 
applicable at the time of the purchase.  This characteristic of when-issued 
and delayed-delivery securities could result in exaggerated movements in a 
Fund's net asset value.

LENDING PORTFOLIO SECURITIES.  Each Fund is authorized to lend its portfolio 
securities to well-known and recognized U.S. and foreign brokers, dealers and 
banks.  These loans, if and when made, may not exceed 30% of a Fund's assets 
taken at value.  The Fund's loans of securities will be collateralized by 
cash, letters of credit or Government Securities.  Cash or instruments 
collateralizing a Fund's loans of securities are segregated and maintained at 
all times with the Trust's custodian, or with a designated sub-custodian, in 
an amount at least equal to the current market value of the loaned 
securities.  In lending securities, a Fund will be subject to risks, which, 
like those associated with other extensions of credit, include possible loss 
of rights in the collateral should the borrower fail financially.  Income 
derived by the Tax-Exempt Fund on any loan of its portfolio securities will 
not be exempt from Federal income taxation.


RULE 144A SECURITIES.  Each of the Funds may purchase Rule 144A Securities.  
Certain Rule 144A Securities may be considered illiquid and therefore subject 
to a Fund's limitation on the purchase of illiquid securities, unless the 
Trust's Board of Trustees determines on an ongoing basis that an adequate 
trading market exists for the Rule 144A Securities.  A Fund's purchase of 
Rule 144A Securities could have the effect of increasing the level of 
illiquidity in the Fund to the extent that qualified institutional buyers 
become uninterested for a time in purchasing Rule 144A Securities held by the 
Fund.  The Board of Trustees has established standards and procedures for 
determining the liquidity of a Rule 144A Security and monitors GEIM's 
implementation of the standards and procedures.  The ability to sell to 
qualified institutional buyers under Rule 144A is a recent development and 
GEIM cannot predict how this market will develop.

STRATEGIES AVAILABLE TO SOME BUT NOT ALL FUNDS

DEPOSITARY RECEIPTS.  The U.S. Equity Fund, the Global Fund, the 
International Fund and the Strategic Fund may each invest in securities of 
foreign issuers in the form of American Depositary Receipts ("ADRs"), which 
are U.S. dollar-denominated receipts typically issued by domestic banks or 
trust companies that represent the deposit with those entities of securities 
of a foreign issuer, and European Depositary Receipts ("EDRs"), which are 
sometimes referred to as Continental Depositary Receipts ("CDRs").  ADRs are 
publicly traded on exchanges or over-the-counter in the United States and are 
issued through "sponsored" or "unsponsored" arrangements.  In a sponsored ADR 
arrangement, the foreign issuer assumes the obligation to pay some or all of 
the depositary's transaction fees, whereas under an unsponsored arrangement, 
the foreign issuer assumes no obligations and the depositary's transaction 
fees are paid directly by the ADR holders.  In addition, less information is 
available in the United States about an unsponsored ADR than about a 
sponsored ADR. The U.S. Equity Fund, the Global Fund, the International Fund 
and the Strategic Fund may each invest in ADRs through both sponsored and 
unsponsored arrangements.  EDRs and CDRs are generally issued by foreign 
banks and evidence ownership of either foreign or domestic securities.

SUPRANATIONAL AGENCIES.  The Income Fund, the Strategic Fund and the Money 
Market Fund may each invest up to 10% of its assets in securities of 
supra-national agencies such as: the International Bank for Reconstruction 
and Development (commonly referred to as the World Bank), which was chartered 
to finance development projects in developing member countries; the European 
Community, which is a twelve-nation organization engaged in cooperative 
economic activi-

                                      46



<PAGE>

ties; the European Coal and Steel Community, which is an economic 
union of various European nations' steel and coal industries; and 
the Asian Development Bank, which is an international development bank 
established to lend funds, promote investment and provide technical 
assistance to member nations in the Asian and Pacific regions.  Securities of 
supranational agencies are not considered Government Securities and are not 
supported, directly or indirectly, by the U.S. Government.

INVESTMENTS IN OTHER INVESTMENT FUNDS.  The Global Fund, the International 
Fund, the Income Fund, the Government Fund and the Strategic Fund may each 
invest in investment funds that invest principally in securities in which the 
Fund is authorized to invest.  Under the 1940 Act, a Fund may invest a 
maximum of 10% of its total assets in the securities of other investment 
companies.  In addition, under the 1940 Act, not more than 5% of a Fund's 
total assets may be invested in the securities of any one investment company, 
and the Fund may not own more than 3% of the securities of any investment 
company.  To the extent a Fund invests in other investment companies, the 
Fund's shareholders will incur certain duplicative fees and expenses, 
including investment advisory fees.

MUNICIPAL LEASES.  Among the Municipal Obligations in which the Tax-Exempt 
Fund and the Strategic Fund may invest are municipal leases, which may take 
the form of a lease or an installment purchase or conditional sales contract 
to acquire a wide variety of equipment and facilities.  Interest payments on 
qualifying municipal leases are exempt from Federal income taxes and state 
income taxes within the state of issuance.  A Fund may invest in municipal 
leases containing "non-appropriation" clauses that provide that the government
al issuer has no obligation to make future payments under the lease or 
contract, unless money is appropriated for the purpose by the appropriate 
legislative body on a yearly or other periodic basis.

Municipal leases that a Fund may acquire will be both rated and unrated.  
Rated leases that may be held by a Fund include those rated investment grade 
at the time of investment or those issued by issuers whose senior debt is 
rated investment grade at the time of investment.  Risks and special 
considerations applicable to certain investment grade obligations are 
described above under "Risk Factors and Special Considerations - Certain 
Investment Grade Obligations."  A Fund may acquire unrated issues that GEIM 
deems to be comparable in quality to rated issues in which a Fund is 
authorized to invest.  A determination that an unrated lease obligation is 
comparable in quality to a rated lease obligation and that there is a 
reasonable likelihood that the lease will not be cancelled will be subject to 
oversight and approval by the Trust's Board of Trustees.

Municipal leases held by a Fund will be considered illiquid securities 
unless the Trust's Board of Trustees determines on an ongoing basis 
that the leases are readily marketable.  An unrated municipal lease 
with a non-appropriation risk that is backed by an irrevocable bank letter 
of credit or an insurance policy issued by a bank or insurer deemed by 
GEIM to be of high quality and minimal credit risk, will not be deemed to be 


illiquid solely because the underlying municipal lease is unrated, if GEIM 
determines that the lease is readily marketable because it is backed by the 
letter of credit or insurance policy.

Municipal leases in which a Fund may invest have special risks not normally 
associated with Municipal Obligations.  Municipal leases represent a type of 
financing that has not yet developed the depth of marketability generally 
associated with other Municipal Obligations.  Moreover, although a municipal 
lease will be secured by financed equipment or facilities, the disposition of 
the equipment or facilities in the event of foreclosure might prove 
difficult.

To limit the risks associated with municipal leases, a Fund will invest no 
more than 5% of its total assets in those leases.  In addition, a Fund will 
purchase lease obligations that contain non-appropriation clauses when the 
lease payments will commence amortization of principal at an early date 
resulting in an average life of five years or less for the lease obligation.

FLOATING AND VARIABLE RATE INSTRUMENTS.  The Strategic Fund, the Income Fund, 
the Government Fund and the Money Market Fund may each invest in floating and 
variable rate instruments.  Income securities may provide for floating or 
variable rate interest or dividend payments.  The floating or variable rate 
may be determined by reference to a known lending rate, such as a bank's 
prime rate, a certificate of deposit rate or the London InterBank Offered 
Rate (LIBOR).  Alternatively, the rate may be determined through an auction 
or remarketing process.  The rate also may be indexed to changes in the 
values of interest rate or securities indexes, currency exchange rate or 
other commodities.  The amount by which the rates paid on an income security 
may increase or decrease may be subject to periodic or lifetime caps.  
Floating and variable rate income securities include securities whose rates 
vary inversely with changes in market rates of interest.  Such securities may 
also pay a rate of interest determined by applying a multiple to the variable 
rate.  The extent of increases and decreases in the value of securities whose 
rates vary inversely with changes in market rates of interest generally will 
be larger than comparable changes in the value of an equal principal amount 
of a fixed rate security having similar credit quality, redemption provisions 
and maturity.  

The Tax-Exempt Fund and the Strategic Fund may purchase floating and variable 
rate demand bonds and notes, which are Municipal Obligations ordinarily 
having stated maturities in excess of one year but which permit their holder 
to demand payment of principal at any time or at specified intervals.  
Variable rate demand notes include master demand notes, which are obligations 
that permit a Fund to invest fluctuating amounts, which may change daily 
without penalty, pursuant to direct arrangements between the Fund, as lender, 
and the borrower.  These obligations have interest rates that fluctuate from 
time to time and fre-

                                      47



<PAGE>


quently are secured by letters of credit or other credit support 
arrangements provided by banks.  Use of letters of credit or other 
credit support arrangements will not adversely affect the tax-exempt status 
of variable rate demand notes.  Because they are direct lending arrangements 
between the lender and borrower, variable note demand notes generally will 
not be traded and no established secondary market generally exists for them, 
although they are redeemable at face value.  If variable rate demand notes 
are not secured by letters of credit or other credit support arrangements, a 
Fund's right to demand payment will be dependent on the ability of the 
borrower to pay principal and interest on demand.  Each obligation purchased 
by a Fund will meet the quality criteria established by GEIM for the purchase 
of Municipal Obligations.  GEIM, on behalf of a Fund, considers on an ongoing 
basis the creditworthiness of the issuers of the floating and variable rate 
demand obligations in the Fund's portfolio.

PARTICIPATION INTERESTS.  The Tax-Exempt Fund and the Strategic Fund may 
purchase from financial institutions participation interests in certain 
Municipal Obligations.  A participation interest gives the Fund an undivided 
interest in the Municipal Obligation in the proportion that the Fund's 
participation interest bears to the total principal amount of the Municipal 
Obligation.  These instruments may have fixed, floating or variable rates of 
interest.  If the participation interest is unrated, or has been given a 
rating below one that is otherwise permissible for purchase by a Fund, the 
participation interest will be backed by an irrevocable letter of credit or 
guarantee of a bank that the Trust's Board of Trustees has determined meets 
certain quality standards, or the payment obligation otherwise will be 
collateralized by Government Securities.  A Fund will have the right, with 
respect to certain participation interests, to demand payment, on a specified 
number of days' notice, for all or any part of the Fund's participation intere
st in the Municipal Obligation, plus accrued interest.  The Trust intends 
that a Fund exercise its right to demand payment only upon a default under 
the terms of the Municipal Obligation, or to maintain or improve the quality 
of its investment portfolio.  A Fund will invest no more than 5% of the value 
of its total assets in participation interests.

ZERO COUPON OBLIGATIONS.  The Strategic Fund, the Income Fund and the 
Government Fund may invest in zero coupon obligations.  Zero coupon 
securities generally pay no cash interest (or dividends in the case of 
preferred stock) to their holders prior to maturity.  Accordingly, such 
securities usually are issued and traded at a deep discount from their face 
or par value and generally are subject to greater fluctuations of market 
value in response to changing interest rates than securities of comparable 
maturities and credit quality that pay cash interest (or dividends in the 
case of preferred stock) on a current basis.  Although each of the Strategic 
Fund, the Income Fund and the Government Fund will receive no payments on its 
zero coupon securities prior to their maturity or disposition, it will be 
required for federal income tax purposes generally to include in its 
dividends each year an amount equal to the annual income that accrues on its 


zero coupon securities.  Such dividends will be paid from the cash assets of 
the Fund, from borrowings or by liquidation of portfolio securities, if 
necessary, at a time that the Fund otherwise would not have done so.  To the 
extent the Strategic Fund, the Income Fund and the Government Fund are 
required to liquidate thinly traded securities, the Funds may be able to sell 
such securities only at prices lower than if such securities were more widely 
traded.  The risks associated with holding securities that are not readily 
marketable may be accentuated at such time.  To the extent the proceeds from 
any such dispositions are used by the Strategic Fund, the Income Fund or the 
Government Fund to pay distributions, each of those Funds will not be able to 
purchase additional income-producing securities with such proceeds, and as a 
result its current income ultimately may be reduced.  
The Tax-Exempt Fund, the Government Fund and the Strategic Fund may each 
invest up to 10% of its assets in zero coupon Municipal Obligations.  Zero 
coupon Municipal Obligations are generally divided into two categories: "Pure 
Zero Obligations," which are those that pay no interest for their entire life 
and "Zero/Fixed Obligations," which pay no interest for some initial period 
and thereafter pay interest currently.  In the case of a Pure Zero 
Obligation, the failure to pay interest currently may result from the 
obligation's having no stated interest rate, in which case the obligation 
pays only principal at maturity and is sold at a discount from its stated 
principal.  A Pure Zero Obligation may, in the alternative, provide for a 
stated interest rate, but provide that no interest is payable until maturity, 
in which case accrued, unpaid interest on the obligation may be capitalized 
as incremental principal.  The value to the investor of a zero coupon 
Municipal Obligation consists of the economic accretion either of the 
difference between the purchase price and the nominal principal amount (if no 
interest is stated to accrue) or of accrued, unpaid interest during the 
Municipal Obligation's life or payment deferral period.

MUNICIPAL OBLIGATION COMPONENTS.  The Tax-Exempt Fund and the Strategic Fund 
may each invest in Municipal Obligations the interest rate on which has been 
divided by the issuer into two different and variable components, which 
together result in a fixed interest rate.  Typically, the first of the 
components (the "Auction Component") pays an interest rate that is reset 
periodically through an auction process, whereas the second of the components 
(the "Residual Component") pays a residual interest rate based on the 
difference between the total interest paid by the issuer on the Municipal 
Obligation and the auction rate paid on the Auction Component.  A Fund may 
purchase both Auction and Residual Components.  Because the interest rate 
paid to holders of Residual Components is generally determined by subtracting 
the interest rate paid to the holders of Auction Components from a fixed 
amount, the interest rate paid to Residual Component holders will decrease as 
the Auction Component's rate

                                      48



<PAGE>


increases and decrease as the Auction Component's rate increases.  Moreover, 
the extent of the increases and decreases in market value of Residual 
Components may be larger than comparable changes in the market value of an 
equal principal amount of a fixed rate Municipal Obligation having similar 
credit quality, redemption provisions and maturity.

CUSTODIAL RECEIPTS.  The Tax-Exempt Fund and the Strategic Fund may each 
acquire custodial receipts or certificates underwritten by securities dealers 
or banks that evidence ownership of future interest payments, principal 
payments, or both, on certain Municipal Obligations.  The underwriter of 
these certificates or receipts typically purchases Municipal Obligations and 
deposits the obligations in an irrevocable trust or custodial account with a 
custodian bank, which then issues receipts or certificates that evidence 
ownership of the periodic unmatured coupon payments and the final principal 
payment on the obligations.  Custodial receipts evidencing specific coupon or 
principal payments have the same general attributes as zero coupon Municipal 
Obligations described above.  Although under the terms of a custodial 
receipt, a Fund would be typically authorized to assert its rights directly 
against the issuer of the underlying obligation, the Fund could be required 
to assert through the custodian bank those rights as may exist against the 
underlying issuers.  Thus, in the event the underlying issuer fails to pay 
principal and/or interest when due, a Fund may be subject to delays, expenses 
and risks that are greater than those that would have been involved if the 
Fund had purchased a direct obligation of the issuer.  In addition, in the 
event that the trust or custodial account in which the underlying security 
has been deposited is determined to be an association taxable as a 
corporation, instead of a non-taxable entity, the yield on the underlying 
security would be reduced in recognition of any taxes paid.

MORTGAGE RELATED SECURITIES.  The mortgage related securities in which the 
Strategic Fund, the Income Fund and the Government Fund will invest represent 
pools of mortgage loans assembled for sale to investors by various 
governmental agencies, such as GNMA, by government related organizations, 
such as FNMA and FHLMC, as well as by private issuers, such as commercial 
banks, savings and loan institutions, mortgage bankers and private mortgage 
insurance companies.  Several risks are associated with mortgage related 
securities generally.  The monthly cash inflow from the underlying loans, for 
example, may not be sufficient to meet the monthly payment requirements of 
the mortgage related security.  Prepayment of principal by mortgagors or 
mortgage foreclosures will shorten the term of the underlying mortgage pool 
for a mortgage related security.  Early returns of principal will affect the 
average life of the mortgage related securities remaining in the Strategic 
Fund, the Income Fund or the Government Fund.  The occurrence of mortgage 
prepayments is affected by factors including the level of interest rates, 
general economic conditions, the location and age of the mortgage and other 
social and demographic conditions.  In periods of rising interest rates, the 
rate of prepayment tends to decrease, thereby lengthening the average life of 
a pool of mortgage related securities.  Conversely, in periods of falling 
interest rates the rate of prepayment tends to increase, thereby shortening 


the average life of a pool.  Reinvestment of prepayments may occur at higher 
or lower interest rates than the original investment, thus affecting the 
yield of the Strategic Fund, the Income Fund and the Government Fund.  
Because prepayments of principal generally occur when interest rates are 
declining, the Strategic Fund, the Income Fund and the Government Fund will 
likely have to reinvest the proceeds of prepayments at lower interest rates 
than those at which its assets were previously invested, resulting in a 
corresponding decline in the Fund's yield.  Thus, mortgage related securities 
may have less potential for capital appreciation in periods of falling 
interest rates than other fixed income securities of comparable maturity, 
although those other fixed income securities may have a comparable risk of 
decline in market value in periods of rising interest rates.  To the extent 
that the Strategic Fund, the Income Fund or the Government Fund purchases 
mortgage related securities at a premium, unscheduled prepayments, which are 
made at par, will result in a loss equal to any unamortized premium.
ARMs have interest rates that reset at periodic intervals, thereby allowing 
the Strategic Fund, the Income Fund and the Government Fund to participate in 
increases in interest rates through periodic adjustments in the coupons of 
the underlying mortgages, resulting in both higher current yields and lower 
price fluctuation than would be the case with more traditional long-term debt 
securities.  Furthermore, if prepayments of principal are made on the 
underlying mortgages during periods of rising interest rates, the Strategic 
Fund, the Income Fund or the Government Fund generally will be able to 
reinvest these amounts in securities with a higher current rate of return.  
Neither the Strategic Fund, the Income Fund nor the Government Fund, however, 
will benefit from increases in interest rates to the extent that interest 
rates rise to the point at which they cause the current yield of ARMs to 
exceed the maximum allowable annual or lifetime reset limits (or "caps") for 
a particular mortgage.  In addition, fluctuations in interest rates above 
these caps could cause ARMs to behave more like long-term fixed rate 
securities in response to extreme movements in interest rates.  As a result, 
during periods of volatile interest rates, the Strategic Fund's, the Income 
Fund's and the Government Fund's net asset values may fluctuate more than if 
they did not purchase ARMs.  Moreover, during periods of rising interest 
rates, changes in the coupon of the adjustable rate mortgages will slightly 
lag changes in market rates, creating the potential for some principal loss 
for shareholders who redeem their shares of the Strategic Fund, the Income 
Fund or the Government Fund before the interest rates on the underlying 
mortgages are adjusted to reflect current market rates.

CMOs are obligations fully collateralized by a portfolio

                                      49



<PAGE>


of mortgages or mortgage related securities.  Payments of principal and 
interest on the mortgages are passed through to the holders of the CMOs on the 
same schedule as they are received, although certain classes of CMOs have 
priority over others with respect to the receipt of prepayments on the 
mortgages.  Therefore, depending on the type of CMOs in which the Strategic 
Fund, the Income Fund and the Government Fund invest, the investment may be 
subject to a greater or lesser risk of prepayment than other types of mortgage 
related securities.

Mortgage related securities may not be readily marketable.  To the extent any 
of these securities are not readily marketable in the judgment of GEIM, each 
ofthe Strategic Fund, the Income Fund and the Government Fund limit their 
investments in these securities, together with other illiquid instruments, to 
not more than 15% of the value of its net assets.

GOVERNMENT STRIPPED MORTGAGE RELATED SECURITIES.   The Strategic Fund, the 
Income Fund and the Government Fund may invest in government stripped 
mortgage related securities issued and guaranteed by GNMA, FNMA or FHLMC.  
These securities represent beneficial ownership interests in either periodic 
principal distributions ("principal-only") or interest distributions 
("interest-only") on mortgage related certificates issued by GNMA, FNMA or 
FHLMC.  The certificates underlying the government stripped mortgage related 
securities represent all or part of the beneficial interest in pools of 
mortgage loans.  The Strategic Fund, the Income Fund and the Government Fund 
will invest in government stripped mortgage related securities in order to 
enhance yield or to benefit from anticipated appreciation in value of the 
securities at times when GEIM believes that interest rates will remain stable 
or increase.  In periods of rising interest rates, the expected increase in 
the value of government stripped mortgage related securities may offset all 
or a portion of any decline in value of the securities held by the Strategic 
Fund, the Income Fund or the Government Fund.

Investing in government stripped mortgage related securities involves risks 
normally associated with investing in mortgage related securities issued by 
government or government related entities.  In addition, the yields on 
government stripped mortgage related securities are extremely sensitive to 
the prepayment experience on the mortgage loans underlying the certificates 
collateralizing the securities.  If a decline in the level of prevailing 
interest rates results in a rate of principal prepayments higher than 
anticipated, distributions of principal will be accelerated, thereby reducing 
the yield to maturity on interest-only government stripped mortgage related 
securities and increasing the yield to maturity on principal-only government 
stripped mortgage related securities.  Sufficiently high prepayment rates 
could result in the Strategic Fund's, the Income Fund's or the Government 
Fund's not fully recovering its initial investment in an interest-only 
government stripped mortgage related security.  Under current market 
conditions, the Strategic Fund, the Income Fund and the Government Fund 
expect that investments in government stripped mortgage related securities 


will consist primarily of interest-only securities.  The sensitivity of an 
interest-only security that represents the interest portion of a particular 
class, as opposed to the interest portion of an entire pool, to interest rate 
fluctuations, may be increased because of the characteristics of the 
principal portion to which they relate.  Government stripped mortgage related 
securities are currently traded in an over-the-counter market maintained by 
several large investment banking firms.  No assurance can be given that the 
Strategic Fund, the Income Fund or the Government Fund will be able to effect 
a trade of a government stripped mortgage related security at a desired time. 
 The Strategic Fund, the Income Fund and the Government Fund will acquire 
government stripped mortgage related securities only if a secondary market 
for the securities exists at the time of acquisition.  Except for government 
stripped mortgage related securities based on fixed rate FNMA and FHLMC 
mortgage certificates that meet certain liquidity criteria established by the 
Trust's Board of Trustees, the Trust treats government stripped mortgage 
related securities as illiquid and will limit each of the Strategic Fund's, 
the Income Fund's and the Government Fund's investments in these securities, 
together with other illiquid investments, to not more than 15% of its net 
assets.

ASSET-BACKED AND RECEIVABLE-BACKED SECURITIES.  The Strategic Fund, the 
Income Fund and the Government Fund may invest in asset-backed and 
receivable-backed securities.  To date, several types of asset-backed and 
receivable-backed securities have been offered to investors including 
"Certificates for Automobile Receivables" ("CARssm") and interests in pools 
of credit card receivables.  CARssm represent undivided fractional interests 
in a trust, the assets of which consist of a pool of motor vehicle retail 
installment sales contracts and security interests in the vehicles securing 
the contracts.  Payments of principal and interest on CARssm are passed 
through monthly to certificate holders and are guaranteed up to certain 
amounts and for a certain time period by a letter of credit issued by a 
financial institution unaffiliated with the trustee or originator of the 
trust.

An investor's return on CARssm may be affected by early prepayment of 
principal on the underlying vehicle sales contracts.  If the letter of credit 
is exhausted, the Strategic Fund, the Income Fund or the Government Fund may 
be prevented from realizing the full amount due on a sales contract because 
of state law requirements and restrictions relating to foreclosure sales of 
vehicles and the availability of deficiency judgments following these sales, 
because of depreciation, damage or loss of a vehicle, because of the 
application of Federal and state bankruptcy and insolvency laws or other 
factors.  As a result, certificate holders may experience delays in payment 
if the letter of credit is exhausted.  Consistent with the Strategic Fund's, 
the Income Fund's and the Government

                                      50



<PAGE>

Fund's investment objective and policies and subject to the review and approval 
of the Trust's Board of Trustees, the Strategic Fund, the Income Fund and the 
Government Fund may also invest in other types of asset-backed and receivable-
backed securities.

MORTGAGE DOLLAR ROLLS.  With respect to up to 25% of its total assets the 
Strategic Fund may, and with respect to up to 10% of their total assets each 
of the International Income Fund, the Income Fund and the Government Fund 
may, enter into mortgage "dollar rolls" in which the Fund sells securities 
for delivery in the current month and simultaneously contracts with the same 
counterparty to repurchase similar (same type, coupon and maturity) but not 
identical securities on a specified future date.  The Fund loses the right to 
receive principal and interest paid on the securities sold.  However, the 
Fund would benefit to the extent of any price received for the securities 
sold and the lower forward price for the future purchase (often referred to 
as the "drop") or fee income plus the interest earned on the cash proceeds of 
the securities sold until the settlement date of the forward purchase.  
Unless such benefits exceed the income, capital appreciation and gain or loss 
due to mortgage repayments that would have been realized on the securities 
sold as part of the mortgage dollar roll, the use of this technique will 
diminish the investment performance of the Fund compared with what such 
performance would have been without the use of mortgage dollar rolls.  The 
Fund will hold and maintain in a segregated account until the settlement date 
cash or liquid, high grade debt securities in an amount equal to the forward 
purchase price.  The benefits derived from the use of mortgage dollar rolls 
may depend upon GEIM's ability to predict correctly mortgage prepayments and 
interest rates.  There is no assurance that mortgage dollar rolls can be 
successfully employed.

For financial reporting and tax purposes, each of the Strategic Fund, the 
International Fund, the Income Fund and the Government Fund propose to treat 
mortgage dollar rolls as two separate transactions; one involving the 
purchase of a security and a separate transaction involving a sale.  The 
Funds do not currently intend to enter into mortgage dollar rolls that are 
accounted for as a financing.

SHORT SALES AGAINST THE BOX.  The Global Fund and the International Fund may 
sell securities "short against the box."  Whereas a short sale is the sale of 
a security the Global Fund or the International Fund does not own, a short 
sale is "against the box" if at all times during which the short position is 
open, the Fund owns at least an equal amount of the securities or securities 
convertible into, or exchangeable without further consideration for, 
securities of the same issue as the securities sold short.  Short sales 
against the box are typically used by sophisticated investors to defer 
recognition of capital gains or losses.


ADDITIONAL MATTERS

The Trust was formed as a business trust pursuant to a Declaration of Trust, 
as amended from time to time (the "Declaration"), under the laws of The 
Commonwealth of Massachusetts on August 10, 1992.  The Declaration authorizes 
the Trust's Board of Trustees to create separate series, and within each 
series separate Classes, of an unlimited number of shares of beneficial 
interest, par value $.001 per share.  The International Fund and the 
Government Fund were added as series of the Trust pursuant to an amendment to 
the Declaration on March 1, 1994.  GE Mid-Cap Growth Fund and GE 
International Fixed Income Fund were added as series of the Trust on June 17, 
1994, but are not presently being offered.
When issued, shares of a Fund will be fully paid and non-assessable.  Shares 
are freely transferable and have no preemptive, subscription or conversion 
rights.  Each Class represents an identical interest in a Fund's investment 
portfolio.  As a result, the Classes have the same rights, privileges and 
preferences, except with respect to: (1) the designation of each Class; (2) 
the sales arrangement; (3) the expenses allocable exclusively to each Class; 
(4) voting rights on matters exclusively affecting a single Class; and (5) 
the exchange privilege of each Class.  The Board of Trustees does not 
anticipate that there will be any conflicts among the interests of the 
holders of the different Classes.  The Trustees, on an ongoing basis, will 
consider whether any conflict exists and, if so, take appropriate action.  
Certain aspects of the shares may be changed, upon notice to Fund 
shareholders, to satisfy certain tax regulatory requirements, if the change 
is deemed necessary by the Trust's Board of Trustees.
When matters are submitted for shareholder vote, each shareholder of each 
Fund will have one vote for each full share held and proportionate, 
fractional votes for fractional shares held.  In general, shares of each Fund 
vote by individual Fund on all matters except (1) a matter affecting the 
interests of one or more of the Funds, in which case only shares of the 
affected Funds would be entitled to vote, (2) a matter affecting only the 
interests of one Class, in which case only shares of the affected Class would 
be entitled to vote, or (3) when the 1940 Act requires that shares of the 
Funds be voted in the aggregate.  Normally, no meetings of shareholders of 
the Funds will be held for the purpose of electing Trustees of the Trust 
unless and until such time as less than a majority of the Trustees holding 
office have been elected by shareholders of the Trust, at which time the 
Trustees then in office will call a shareholders' meeting for the election of 
Trustees.  Shareholders of record of no less than two-thirds of the 
outstanding shares of the Trust may remove a Trustee through a declaration in 
writing or by vote cast in person or by proxy at a meeting called for that 
purpose.  A meeting will be called for the purpose of voting on the removal 
of a Trustee at the written request of holders of 10% of the Trust's 
outstanding shares.  Shareholders who satisfy certain criteria will be 
assisted by the Trust

                                      51



<PAGE>


in communicating with other shareholders in seeking the 
holding of the meeting.

The Trust will send to each shareholder of each Fund a semiannual report and 
an audited annual report, each of which includes a list of the investment 
securities held by each Fund.  Only one report each will be mailed to a 
single address at which more than one shareholder with the same last name had 
indicated mail is to be delivered. Shareholders may request additional copies 
of any report by calling the toll free numbers listed on the back cover page 
of the Prospectus or by writing to the Trust at the address set forth on the 
front cover page of the Prospectus.

                                      52



<PAGE>



                                GE FUNDS
                        * GE U.S. Equity Fund
                        * GE Global Equity Fund
                        * GE International Equity Fund
                        * GE Strategic Investment Fund
                        * GE Tax-Exempt Fund
                        * GE Fixed Income Fund
                        * GE Short-Term Government Fund
                        * GE Money Market Fund


      For information contact your investment professional or
             call the following toll free numbers:

         Class A and Class B investors - 1-800-746-4417
         Class C and Class D investors - 1-800-242-0134

    NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY 
    REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR
IN THE 
    STATEMENT OF ADDITIONAL INFORMATION INCORPORATED INTO THIS
PROSPECTUS BY 
    REFERENCE IN CONNECTION WITH THE OFFERING OF SHARES OF GE FUNDS,
AND IF 
    GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE 
    RELIED UPON AS HAVING BEEN AUTHORIZED BY GE FUNDS.  THIS
PROSPECTUS DOES 
    NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO
WHOM, 
    AN OFFER MAY NOT LAWFULLY BE MADE.

GEF-PRO-1


<PAGE>

                              GE FUNDS


                             FORM N-1A
                      CROSS REFERENCE SHEET

                  _____________________________

Part A
Item No.                                Prospectus Heading

1. Cover Page                                   Cover Page

2. Synopsis                            Expense Information

3. Condensed Financial
   Information                         Expense Information

4. General Description of
   Registration                   Cover Page; The Multiple
                                      Distribution System;
                                 Investment Objectives and
                                      Management Policies;
                                       Additional Matters;
                                      Further Information:
                                        Certain Investment
                                 Techniques and Strategies

5. Management of the Fund             Expense Information;
                                 Investment Objectives and
                                      Management Policies;
                                  Management of the Trust;
                                      Further Information:
                                        Certain Investment
                                 Techniques and Strategies

6.Capital Stock and Other
  Securities                                    Dividends;
                                         Distributions and
                                         Taxes; Additional
                                                   Matters


7. Purchase of Securities
   Being offered                      Purchase of Shares;
                                         Net Asset Value;
                                              Distributor

8. Redemption or Repurchase          Redemption of Shares

                                      i



<PAGE>

9. Legal Proceedings                      Not applicable

10. Cover Page                                Cover Page

11. Table of Contents                           Contents


Part B                           Heading in Statement of
Item No.                          Additional Information

12. General Information
    and History                   The Funds' Performance

13. Investment Objectives and
    Policies                       Investment Objectives
                                and Management Policies;
                                    Further Information:
                                      Certain Investment
                               Techniques and Strategies

14. Management of the Fund       Management of the Trust


15. Control Persons and Principal
    Holders of Securities        Principal Stockholders;
                                 Management of the Trust
                                        See Prospectus--
                                      Additional Matters

16. Investment Advisory and
    Other Services               Management of the Trust

17. Brokerage Allocation
    and Other Practices         Investment Restrictions;
                                 Management of the Trust

18. Capital Stock and Other
    Securities                      Redemption of Shares

19. Purchase, Redemption and Pricing
    of Securities Being Offered      Purchase of Shares;
                                   Redemption of Shares;
                                         Net Asset Value

20. Tax Status                  Dividends, Distributions
                                               and Taxes


21. Underwriters                          Not Applicable

22. Calculation of Performance
    Data                          The Funds' Performance

                               ii


<PAGE>

23. Financial Statements        Independent Accountants;
                                    Financial Statements

Part C

  Information required to be included in Part C is set forth after the 
appropriate item, so numbered, in Part C to this Registration Statement.

                               iii

<PAGE>

             STATEMENT OF ADDITIONAL INFORMATION

January 26, 1996


GE FUNDS
3003 Summer Street, Stamford, Connecticut 06905
For information, call (203) 326-4040


[] GE International Equity Fund    [] GE International Fixed Income Fund
[] GE Global Equity Fund           [] GE Tax-Exempt Fund
[] GE Mid-Cap Growth Fund          [] GE Fixed Income Fund
[] GE U.S. Equity Fund             [] GE Short-Term Government Fund
[]GE Strategic Investment Fund     [] GE Money Market Fund


                             CONTENTS
                                                         Page

Investment Objectives and Management Policies               2
Investment Restrictions                                    13
Management of the Trust                                    19
Redemption of Shares                                       24
Exchange Privilege                                         25
Net Asset Value                                            25
Dividends, Distributions and Taxes                         27
The Funds' Performance                                     30
Principal Stockholders                                     33
Additional Information                                     43
Counsel                                                    43
Independent Accountants                                    43
Financial Statements                                       43
Appendix                                                  A-1

    This Statement of Additional Information supplements the information 
contained in the current Prospectus of GE Funds (the "Trust") dated January 
26, 1996, and should be read in conjunction with the Prospectus.  Copies of 
the Prospectus describing the Funds offered by the Trust may be obtained 
without charge by calling the Trust at the telephone number listed above.  
Information regarding the status of shareholder accounts may be obtained by 
calling the Trust at 1-800-746-4417 (Class A or Class B shareholders) or 1-
800-242-0134 (Class C or Class D shareholders) or by writing to the Trust at 
P.O. Box 120065, Stamford, CT 06912-0065.  This Statement of Additional 
Information, although not a prospectus, is incorporated in its entirety by 
reference into the Prospectus.



<PAGE>


               INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES

    The Prospectus dated January 26, 1996 discusses the investment objectives 
and policies of the following eight managed investment funds currently offered 
by the Trust:  GE International Equity Fund (the "International Fund"), GE 
Global Equity Fund (the "Global Fund"), GE U.S. Equity Fund (the "U.S. Equity 
Fund"), GE Strategic Investment Fund (the "Strategic Fund"), GE Tax-Exempt 
Fund (the "Tax-Exempt Fund"), GE Fixed Income Fund (the "Income Fund"), GE 
Short-Term Government Fund (the "Government Fund") and GE Money Market Fund 
(the "Money Market Fund").  The GE Mid-Cap Growth Fund (the "Mid-Cap Fund") 
and the International Fixed Income Fund (the "International Income Fund" and 
collectively with the International Fund, the Global Fund, the U.S. Equity 
Fund, the Strategic Fund, the Tax-Exempt Fund, the Income Fund, the Government 
Fund, the Money Market Fund and the Mid-Cap Fund, the "Funds"), two series of 
the Trust, are not currently being offered by the Trust.  Supplemental 
information is set out below concerning certain of the securities and other 
instruments in which the Funds may invest, the investment policies and 
strategies that the Funds may utilize and certain risks attendant to those 
investments, policies and strategies.

STRATEGIES AVAILABLE TO ALL FUNDS

    WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES.  When a Fund engages in
when-
issued or delayed-delivery securities transactions, it relies on the other 
party to consummate the trade.  Failure of the seller to do so may result in 
the Fund's incurring a loss or missing an opportunity to obtain a price 
considered to be advantageous.

    LENDING PORTFOLIO SECURITIES.  A Fund will adhere to the following 
conditions whenever its portfolio securities are loaned:  (1) the Fund must 
receive at least 100% cash collateral or equivalent securities from the 
borrower; (2) the borrower must increase the collateral whenever the market 
value of the securities loaned rises above the level of the collateral; (3) 
the Fund must be able to terminate the loan at any time; (4) the Fund must 
receive reasonable interest on the loan, as well as any dividends, interest or 
other distributions on the loaned securities, and any increase in market 
value; (5) the Fund may pay only reasonable custodian fees in connection with 
the loan; and (6) voting rights on the loaned securities may pass to the 
borrower except that, if a material event adversely affecting the investment 
in the loaned securities occurs, the Trust's Board of Trustees must terminate 
the loan and regain the right to vote the securities.  From time to time, a 
Fund may pay a part of the

                                      -2-


<PAGE>

interest earned from the investment of collateral 
received for securities loaned to the borrower and/or a third party that is 
unaffiliated with the Fund and is acting as a "finder."

    BANK OBLIGATIONS.  Domestic commercial banks organized under Federal law 
are supervised and examined by the U.S. Comptroller of the Currency and are 
required to be members of the Federal Reserve System and to be insured by the 
Federal Deposit Insurance Corporation ("FDIC").  Foreign branches of U.S. 
banks and foreign banks are not regulated by U.S. banking authorities and 
generally are not bound by mandatory reserve requirements, loan limitations, 
accounting, auditing and financial reporting standards comparable to U.S. 
banks.  Obligations of foreign branches of U.S. banks and foreign banks are 
subject to the risks associated with investing in foreign securities 
generally.  These obligations entail risks that are different from those of 
investments in obligations in domestic banks, including foreign economic and 
political developments outside the United States, foreign governmental 
restrictions that may adversely affect payment of principal and interest on 
the obligations, foreign exchange controls and foreign withholding or other 
taxes on income.

    A U.S. branch of a foreign bank may or may not be subject to reserve 
requirements imposed by the Federal Reserve System or by the state in which 
the branch is located if the branch is licensed in that state.  In addition, 
branches licensed by the Comptroller of the Currency and branches licensed by 
certain states ("State Branches") may or may not be required to:  (1) pledge 
to the regulator by depositing assets with a designated bank within the state, 
an amount of its assets equal to 5% of its total liabilities; and (2) maintain 
assets within the state in an amount equal to a specified  percentage of the 
aggregate amount of liabilities of the foreign bank payable at or through all 
of its agencies or branches within the state.  The deposits of State Branches 
may not necessarily be insured by the FDIC.  In addition, less information may 
be available to the public about a U.S. branch of a foreign bank than about a 
U.S. bank.

    RATINGS AS INVESTMENT CRITERIA.  The ratings of nationally recognized 
statistical rating organizations ("NRSROs") such as Standard & Poor's 
Corporation ("S&P") or Moody's Investors Service, Inc. ("Moody's") represent 
the opinions of those organizations as to the quality of securities that they 
rate.  Although these ratings, which are relative and subjective and are not 
absolute standards of quality, are used by GEIM as initial criteria for the 
selection of portfolio securities on behalf of the Funds, GEIM also relies 
upon its own analysis to evaluate potential investments.

                                      -3-


<PAGE>

    Subsequent to its purchase by a Fund, an issue of securities may cease to 
be rated or its rating may be reduced below the minimum required for purchase 
by the Fund.  Although neither event will require the sale of the securities 
by a Fund, other than the Money Market Fund, GEIM will consider the event in 
its determination of whether the Fund should continue to hold the securities.  
In the event of a lowering of the rating of a security held by the Money 
Market Fund or a default by the issuer of the security, the Fund will dispose 
of the security as soon as practicable, unless the Trust's Board of Trustees 
determines that disposal of the security would not be in the best interests of 
the Fund.  To the extent that a NRSRO's ratings change as a result of a change 
in the NRSRO or its rating system, the Funds will attempt to use comparable 
ratings as standards for their investments in accordance with their investment 
objectives and policies.

STRATEGIES AVAILABLE TO SOME BUT NOT ALL FUNDS

    SECURITIES OF OTHER INVESTMENT COMPANIES.  A Fund may invest in securities 
of other investment companies to the extent permitted under the Investment 
Company Act of 1940, as amended (the "1940 Act").  Presently, under the 1940 
Act, a Fund may hold securities of another investment company in amounts which 
(a) do not exceed 3% of the total outstanding voting stock of such company, 
(b) do not exceed 5% of the value of the Fund's total assets and (c) when 
added to all other investment company securities held by the Fund, do not 
exceed 10% of the value of the Fund's total assets.

    COVERED OPTION WRITING.  The Funds with option-writing authority will 
write only options that are covered.  A call option written by a Fund will be 
deemed covered (1) if the Fund owns the securities underlying the call or has 
an absolute and immediate right to acquire those securities without additional 
cash consideration upon conversion, or exchange of other securities held in 
its portfolio, (2) if the Fund holds a call at the same exercise price for the 
same exercise period and on the same securities as the call written, (3) in 
the case of a call option on a stock index, if the Fund owns a portfolio of 
securities substantially replicating the movement of the index underlying the 
call option, or (4) if at the time the call is written, an amount of cash, 
Government Securities or other liquid, high grade debt obligations, equal to 
the fluctuating market value of the optioned securities, is segregated with 
the Trust's custodian or with a designated sub-custodian.  A put option will 
be deemed covered (1) if, at the time the put is written, an amount of cash, 
Government Securities or other liquid, high grade debt obligations having a 
value at least equal

                                      -4-


<PAGE>

to the exercise price of the underlying securities is segregated 
with the Trust's custodian or with a designated sub-custodian, or 
(2) if the Fund continues to own an equivalent number of puts of the same 
"series" (that is, puts on the same underlying securities having the same 
exercise prices and expiration dates as those written by the Fund), or an 
equivalent number of puts of the same "class" (that is, puts on the same 
underlying securities) with exercise prices greater than those that it has 
written (or if the exercise prices of the puts it holds are less than the 
exercise prices of those it has written, the difference is segregated with the 
Trust's custodian or with a designated sub-custodian).  

    The principal reason for writing covered call options on a securities 
portfolio is to attempt to realize, through the receipt of premiums, a greater 
return than would be realized on the securities alone.  In return for a 
premium, the writer of a covered call option forfeits the right to any 
appreciation in the value of the underlying security above the strike price 
for the life of the option (or until a closing purchase transaction can be 
effected).  Nevertheless, the call writer retains the risk of a decline in the 
price of the underlying security.  Similarly, the principal reason for writing 
covered put options is to realize income in the form of premiums.  The writer 
of a covered put option accepts the risk of a decline in the price  of the 
underlying security.  The size of the premiums that a Fund may receive may be 
adversely affected as new or existing institutions, including other investment 
companies, engage in or increase their option-writing activities.

    Options written by a Fund will normally have expiration dates between one 
and nine months from the date written.  The exercise price of the options may 
be below, equal to or above the market values of the underlying securities at 
the times the options are written.  In the case of call options, these 
exercise prices are referred to as "in-the-money," "at-the-money" and "out-of-
the-money," respectively.

    So long as the obligation of a Fund as the writer of an option continues, 
the Fund may be assigned an exercise notice by the broker-dealer through which 
the option was sold, requiring the Fund to deliver, in the case of a call, or 
take delivery of, in the case of a put, the underlying security against 
payment of the exercise price.  This obligation terminates when the option 
expires or the Fund effects a closing purchase transaction.  A Fund can no 
longer effect a closing purchase transaction with respect to an option once it 
has been assigned an exercise notice.  To secure its obligation to deliver the 
underlying security when it writes a call option, or to pay for the

                                      -5-


<PAGE>

underlying security when it writes a put option, a Fund will be required to 
deposit in escrow the underlying security or other assets in accordance with 
the rules of the Options Clearing Corporation (the "Clearing Corporation") and 
of the securities exchange on which the option is written.

    An option position may be closed out only if a secondary market exists for 
an option of the same series on a recognized securities exchange or in the 
over-the-counter market.  In light of the need for a secondary market in which 
to close an option position, the Funds are expected to purchase only call or 
put options issued by the Clearing Corporation.  GEIM expects that the Funds 
will write options, other than those on Government Securities, only on 
national securities exchanges.  Options on Government Securities may be 
written by the Funds in the over-the-counter market.

    A Fund may realize a profit or loss upon entering into closing 
transactions.  When a Fund has written an option, for example, it will realize 
a profit if the cost of the closing purchase transaction is less than the 
premium received upon writing the original option; the Fund will incur a loss 
if the cost of the closing purchase transaction exceeds the premium received 
upon writing the original option.  When a Fund has  purchased an option and 
engages in a closing sale transaction, whether the Fund realizes a profit or 
loss will depend upon whether the amount received in the closing sale 
transaction is more or less than the premium the Fund initially paid for the 
original option plus the related transaction costs.

    STOCK INDEX OPTIONS.  A Fund may purchase and write put and call options 
on stock indexes or stock index futures contracts that are traded on a U.S. 
exchange or board of trade or a foreign exchange, to the extent permitted 
under rules and interpretations of the Commodity Futures Trading Commission 
("CFTC"), as a hedge against changes in market conditions and interest rates, 
and for duration management, and may enter into closing transactions with 
respect to those options to terminate existing positions.  A stock index 
fluctuates with changes in the market values of the stocks included in the 
index.  Stock index options may be based on a broad or narrow market index or 
on an industry or market segment.

    The delivery requirements of options on stock indexes differ from options 
on stock.  Unlike a stock option, which contemplates the right to take or make 
delivery of stock at a specified price, an option on a stock index gives the 
holder the right to receive a cash "exercise settlement amount" equal to (1) 
the amount, if any, by which the fixed exercise price of the

                                      -6-


<PAGE>

option exceeds (in the case of a put) or is less than (in the case of a call) 
the closing value of the underlying index on the date of exercise, multiplied 
by (2) a fixed "index multiplier."  Receipt of this cash amount will depend 
upon the closing level of the stock index upon which the option is based being 
greater than, in the case of a call, or less than, in the case of a put, the 
exercise price of the option.  The amount of cash received will be equal to the 
difference between the closing price of the index and the exercise price of 
the option expressed in dollars times a specified multiple.  The writer of the 
option is obligated, in return for the premium received, to make delivery of 
this amount.  The writer may offset its position in stock index options prior 
to expiration by entering into a closing transaction on an exchange or it may 
allow the option to expire unexercised.

    The effectiveness of purchasing or writing stock index options as a 
hedging technique will depend upon the extent to which price movements in the 
portion of a securities portfolio being hedged correlate with price movements 
of the stock index selected.  Because the value of an index option depends 
upon movements in the level of the index rather than the price of a particular 
stock, whether a Fund realizes a gain or loss from the purchase or writing of 
options on an index depends upon movements in the level of stock prices in the 
stock market  generally or, in the case of certain indexes, in an industry or 
market segment, rather than movements in the price of a particular stock.  As 
a result, successful use by a Fund of options on stock indexes is  subject to 
GEIM's ability to predict correctly movements in the direction of the stock 
market generally or of a particular industry.  This ability contemplates 
different skills and techniques from those used in predicting changes in the 
price of individual stocks.

    FUTURES CONTRACTS.  No consideration is paid or received by a Fund upon 
trading a futures contract.  Upon entering into a futures contract, cash, 
short-term Government Securities or other U.S. dollar-denominated, high-grade, 
short-term money market instruments equal to approximately 1% to 10% of the 
contract amount will be segregated with the Trust's custodian, or a designated 
sub-custodian.  This amount, which is subject to change by the exchange on 
which the contract is traded, is known as "initial margin" and is in the 
nature of a performance bond or good faith deposit on the contract that is 
returned to the Fund upon termination of the futures contract, so long as all 
contractual obligations have been satisfied; the broker will have access to 
amounts in the margin account if the Fund fails to meet its contractual 
obligations.  Subsequent payments, known as "variation margin," to and from 
the broker, will be made daily as

                                      -7-


<PAGE>

the price of the securities underlying the futures contract fluctuates, 
making the long and short positions in the contract more or less valuable, 
a process known as "marking-to-market."  At any time prior to the expiration 
of a futures contract, a Fund may elect to close a position by taking an 
opposite position, which will operate to terminate the Fund's existing 
position in the contract.

    Although the Trust intends that the Funds enter into futures contracts 
only if an active market exists for the contracts, no assurance can be given 
that an active market will exist for the contracts at any particular time.  
Most U.S. futures exchanges and boards of trade limit the amount of 
fluctuation permitted in futures contract prices during a single trading day.  
Once the daily limit has been reached in a particular contract, no trades may 
be made on that day at a price beyond that limit.  Futures contract prices may 
move to the daily limit for several consecutive trading days with little or no 
trading, thereby preventing prompt liquidation of futures positions and 
subjecting some futures traders to substantial losses.  In such a case, and in 
the event of adverse price movements, a Fund would be required to make daily 
cash payments of variation margin.  In such circumstances, an increase in the 
value of the portion of the portfolio being hedged, if any, may partially or 
completely offset losses on the futures contract.

    If a Fund has hedged against the possibility of an increase in interest 
rates adversely affecting the value of securities held in its portfolio and 
rates decrease instead, the Fund will lose part or all of the benefit of the 
increased value of securities that it has hedged because it will have 
offsetting losses in its futures positions.  In addition, in such situations, 
if the Fund had insufficient cash, it may have to sell securities to meet 
daily variation margins requirements at a time when it may be disadvantageous 
to do so.  These sales of securities may, but will not necessarily, be at 
increased prices that reflect the decline in interest rates.

    Options on Futures Contracts.  An option on a futures contract, unlike 
a direct investment in such a contract, gives the purchaser the right, in 
return for the premium paid, to assume a position in the futures contract at a 
specified exercise price at any time prior to the expiration date of the 
option.  Upon exercise of an option, the delivery of the futures position by 
the writer of the option to the holder of the option will be accompanied by 
delivery of the accumulated balance in the writer's futures margin account, 
which represents the amount by which the market price of the futures contract 
exceeds, in the case of a call, or is less than, in the case of a put, the 

                                      -8-


<PAGE>


exercise price of the option on the futures contract.  The potential loss 
related to the purchase of an option on futures contracts is limited to the 
premium paid for the option (plus transaction costs).  Because the price of 
the option to the purchaser is fixed at the point of sale, no daily cash 
payments are made to reflect changes in the value of the underlying contract.  
The value of the option, however, does change daily and that change would be 
reflected in the net asset value of the Fund holding the options.

    FORWARD CURRENCY TRANSACTIONS.  The cost to a Fund of engaging in currency 
transactions varies with factors such as the currency involved, the length of 
the contract period and the market conditions then prevailing.  Because 
transactions in currency exchange are usually conducted on a principal basis, 
no fees or commissions are involved.  The use of forward currency contracts 
does not eliminate fluctuations in the underlying prices of the securities, 
but it does establish a rate of exchange that can be achieved in the future.  
In addition, although forward currency contracts limit the risk of loss due to 
a decline in the value of the hedged currency, at the same time, they limit 
any potential gain that might result should the value of the currency 
increase.  If a devaluation is generally anticipated, a Fund may not be able 
to sell currency  at a price above the anticipated devaluation level.  A Fund 
will not enter into a currency transaction if, as a result, it will fail to 
qualify as a regulated investment company under the Internal Revenue Code of 
1986, as amended (the "Code"), for a given year.

    OPTIONS ON FOREIGN CURRENCIES.  Certain transactions involving options on 
foreign currencies are undertaken on contract markets that are not regulated 
by the CFTC.  Options on foreign currencies traded on national securities 
exchanges are within the jurisdiction of the Securities and Exchange 
Commission (the "SEC"), as are other securities traded on those exchanges.  As 
a result, many of the protections provided to traders on organized exchanges 
will be available with respect to those transactions.  In particular, all 
foreign currency option positions entered into on a national securities 
exchange are cleared and guaranteed by the Clearing Corporation, thereby 
reducing the risk of counterparty default.  In addition, a liquid secondary 
market in options traded on a national securities exchange may exist, 
potentially permitting a Fund to liquidate open positions at a profit prior to 
exercise or expiration, or to limit losses in the event of adverse market 
movements.

    The purchase and sale of exchange-traded foreign currency options are 
subject to the risks of the availability of a liquid secondary market as 
described above, as well as the risks

                                      -9-


<PAGE>

regarding adverse market movements, margining of options written, the nature 
of the foreign currency market, possible intervention by governmental 
authorities and the effects of other political and economic events.  In 
addition, exercise and settlement of exchange-traded foreign currency options 
must be made exclusively through the Clearing Corporation, which has 
established banking relationships in applicable foreign countries for this 
purpose.  As a result, the Clearing Corporation may, if it determines that 
foreign governmental restrictions or taxes would prevent the orderly 
settlement of foreign currency option exercises, or would result in undue 
burdens on the Clearing Corporation or its clearing members, impose special 
procedures on exercise and settlement, such as technical changes in the 
mechanics of delivery of currency, the fixing of dollar settlement prices 
or prohibitions on exercise.

    Options on foreign currencies may be traded on foreign exchanges, to the 
extent permitted by the CFTC.  These transactions are subject to the risk of 
governmental actions affecting trading in or the prices of foreign currencies 
or securities.  The value of these positions could also be adversely affected 
by (1) other complex foreign political and economic factors, (2) lesser 
availability of data on which to make trading decisions than in the United 
States, (3) delays in a Fund's ability to act upon economic events occurring 
in foreign markets during non-business hours in the United States, (4) the 
imposition of different exercise and settlement terms and procedures and 
margin requirements than in the United States and (5) lesser trading volume.

    MUNICIPAL OBLIGATIONS.  The term "Municipal Obligations" as used in the 
Prospectus and this Statement of Additional Information means debt obligations 
issued by, or on behalf of, states, territories and possessions of the United 
States and the District of Columbia and their political subdivisions, agencies 
and instrumentalities or multistate agencies or authorities, the interest from 
which debt obligations is, in the opinion of bond counsel to the issuer, 
excluded from gross income for Federal income tax purposes.  Municipal 
Obligations generally are understood to include debt obligations issued to 
obtain funds for various public purposes, including the construction of a wide 
range of public facilities, refunding of outstanding obligations, payment of 
general operating expenses and extensions of loans to public institutions and 
facilities.  Private activity bonds that are issued by or on behalf of public 
authorities to finance privately operated facilities are considered to be 
Municipal Obligations if the interest paid on them qualifies as excluded from 
gross income (but not necessarily from alternative minimum

                                     -10-


<PAGE>

taxable income) for Federal income tax purposes in the opinion of bond counsel 
to the issuer.

    Municipal Obligations may be issued to finance life care facilities, which 
are an alternative form of long-term housing for the elderly that offer 
residents the independence of a condominium life-style and, if needed, the 
comprehensive care of nursing home services.  Bonds to finance these 
facilities have been issued by various state industrial development 
authorities.  Because the bonds are secured only by the revenues of each 
facility and not by state or local government tax payments, they are subject 
to a wide variety of risks, including a drop in occupancy levels, the 
difficulty of maintaining adequate financial reserves to secure estimated 
actuarial liabilities, the possibility of regulatory cost restrictions applied 
to health care delivery and competition from alternative health care or 
conventional housing facilities.

    Municipal leases are Municipal Obligations that may take the form of a 
lease or an installment purchase contract issued by state and local 
governmental authorities to obtain funds to acquire a wide variety of 
equipment and facilities such as fire and sanitation vehicles, computer 
equipment and other capital assets.  These obligations have evolved to make it 
possible for state and local government authorities to acquire property and 
equipment without meeting constitutional and statutory requirements for the 
issuance of debt.  Thus, municipal leases have special risks not normally 
associated with Municipal Obligations.  These obligations frequently contain 
"non-appropriation" clauses that provide that the governmental issuer of the 
obligation has no obligation to make future payments under the lease or 
contract unless money is appropriated for those purposes by the legislative 
body on a yearly or other periodic basis.  In addition to the non-
appropriation risk, municipal leases represent a type of financing that has 
not yet developed the depth of marketability associated with other Municipal 
Obligations.  Moreover, although municipal leases will be secured by the 
leased equipment, the disposition of the equipment in the event of foreclosure 
might prove to be difficult.

    Tax legislation in recent years has included several provisions that may 
affect the supply of, and the demand for, Municipal Obligations, as well as 
the tax-exempt nature of interest paid on those obligations.  Neither the 
Trust nor GEIM can predict with certainty the effect of recent tax law changes 
upon the Municipal Obligation market, including the availability of 
instruments for investment by a Fund.  In addition, neither the Trust nor GEIM 
can predict whether additional legislation 

                                     -11-


<PAGE>

adversely affecting the Municipal Obligation market will be enacted in the 
future.  The Trust monitors legislative developments and considers whether 
changes in the objective or policies of a Fund need to be made in response 
to those developments.

    MORTGAGE RELATED SECURITIES.  The average maturity of pass-through pools 
of mortgage related securities in which certain of the Funds may invest varies 
with the maturities of the underlying mortgage instruments.  In addition, a 
pool's stated maturity may be shortened by unscheduled payments on the 
underlying mortgages.  Factors affecting mortgage prepayments include the 
level of interest rates, general economic and social conditions, the location 
of the mortgaged property and age of the mortgage.  Because prepayment rates 
of individual mortgage pools vary widely, the average life of a particular 
pool cannot be predicted accurately.

    Mortgage related securities may be classified as private, governmental or 
government-related, depending on the issuer or guarantor.  Private mortgage 
related securities represent pass-through pools consisting principally of 
conventional residential mortgage loans created by  non-governmental issuers, 
such as commercial banks, savings and loan associations and private mortgage 
insurance companies.  Governmental mortgage related securities are backed by 
the full faith and credit of the United States.  GNMA, the principal U.S. 
guarantor of these securities, is a wholly-owned U.S. government corporation 
within the Department of Housing and Urban Development.  Government-related 
mortgage related securities are not backed by the full faith and credit of the 
United States.  Issuers include FNMA and FHLMC.  FNMA is a government-
sponsored corporation owned entirely by private stockholders, which is subject 
to general regulation by the Secretary of Housing and Urban Development.  
Pass-through securities issued by FNMA are guaranteed as to timely payment of 
principal and interest by FNMA.  FHLMC is a corporate instrumentality of the 
United States, the stock of which is owned by the Federal Home Loan Banks.  
Participation certificates representing interests in mortgages from FHLMC's 
national portfolio are guaranteed as to the timely payment of interest and 
ultimate collection of principal by FHLMC.

    Private, governmental or government-related entities may create mortgage 
loan pools offering pass-through investments in addition to those described 
above.  The mortgages underlying these securities may be alternative mortgage 
instruments, that is, mortgage instruments whose principal or interest 
payments may vary or whose terms to maturity may be shorter than previously 
customary.  GEIM assesses new types of mortgage related 

                                     -12-



<PAGE>

securities as they are developed and offered to determine their appropriateness 
for investment by the relevant Fund.

                         INVESTMENT RESTRICTIONS

    Investment restrictions numbered 1 through 10 below have been adopted by 
the Trust as fundamental policies of the Funds.  Under the Investment Company 
Act of 1940, as amended (the "1940 Act"), a fundamental policy may not be 
changed with respect to a Fund without the vote of a majority of the 
outstanding voting securities (as defined in the 1940 Act) of the Fund.  
Investment restrictions 11 through 17 may be changed by a vote of the Board of 
Trustees at any time.

    1.  No Fund may borrow money, except that the Money Market Fund may enter 
into reverse repurchase agreements, and except that each Fund may borrow from 
banks for temporary or emergency (not leveraging) purposes, including the 
meeting of redemption requests and cash payments of dividends and 
distributions that might otherwise require the untimely disposition of 
securities, in an amount not to exceed 33-1/3% of the value of the Fund's 
total assets (including the amount  borrowed) valued at market less 
liabilities (not including the amount borrowed) at the time the borrowing is 
made.  Whenever borrowings, including reverse repurchase agreements, of 5% or 
more of a Fund's total assets are outstanding, the Fund will not make any 
additional investments.

    2.  No Fund may lend its assets or money to other persons, except through 
(a) purchasing debt obligations, (b) lending portfolio securities in an amount 
not to exceed 30% of the Fund's assets taken at market value, (c) entering 
into repurchase agreements (d) trading in financial futures contracts, index 
futures contracts, securities indexes and options on financial futures 
contracts, options on index futures contracts, options on securities and 
options on securities indexes and (e) entering into variable rate demand 
notes.

    3.  No Fund, other than the International Income Fund, may purchase 
securities (other than Government Securities) of any issuer if, as a result of 
the purchase, more than 5% of the Fund's total assets would be invested in the 
securities of the issuer, except that up to 25% of the value of the total 
assets of each Fund, other than the Money Market Fund, may be invested without 
regard to this limitation.  All securities of a foreign government and its 
agencies will be treated as a single issuer for purposes of this restriction.

                                     -13-



<PAGE>


    4.  No Fund, other than the International Income Fund, may purchase more 
than 10% of the voting securities of any one issuer, or more than 10% of the 
outstanding securities of any class of issuer, except that (a) this limitation 
is not applicable to a Fund's investments in Government Securities and (b) up 
to 25% of the value of the assets of a Fund, other than the Money Market Fund, 
may be invested without regard to these 10% limitations.  All securities of a 
foreign government and its agencies will be treated as a single issuer for 
purposes of this restriction.

    5.  No Fund may invest more than 25% of the value of its total assets in 
securities of issuers in any one industry, except that the Tax-Exempt Fund may 
invest more than 25% of the value of its total assets in securities issued or 
guaranteed by a state, municipality or other political subdivision, unless the 
securities are backed only by the assets and revenues of non-governmental 
users.  For purposes of this restriction, the term industry will be deemed to 
include (a) the government of any one country other than the United States, 
but not the U.S. Government and (b) all supranational organizations.  In 
addition, securities held by the Money Market Fund that are issued by domestic 
banks are excluded from this restriction.

    6.  No Fund may underwrite any issue of securities, except to the extent 
that the sale of portfolio securities in accordance with the Fund's investment 
objective, policies and limitations may be deemed to be an underwriting, and 
except that the Fund may acquire securities under circumstances in which, if 
the securities were sold, the Fund might be deemed to be an underwriter for 
purposes of the Securities Act of 1933, as amended.

    7.  No Fund may purchase or sell real estate or real estate limited 
partnership interests, or invest in oil, gas or mineral leases, or mineral 
exploration or development programs, except that a Fund may (a) invest in 
securities secured by real estate, mortgages or interests in real estate or 
mortgages, (b) purchase securities issued by companies that invest or deal in 
real estate, mortgages or interests in real estate or mortgages, (c) engage in 
the purchase and sale of real estate as necessary to provide it with an office 
for the transaction of business or (d) acquire real estate or interests in 
real estate securing an issuer's obligations, in the event of a default by 
that issuer.

    8.  No Fund may make short sales of securities or maintain a short 
position, unless at all times when a short position is open, the Fund owns an 
equal amount of the securities or securities convertible into or exchangeable 
for, without

                                     -14-



<PAGE>

payment of any further consideration, securities of the same 
issue as, and equal in amount to, the securities sold short.

    9.  No Fund may purchase securities on margin, except that a Fund may 
obtain any short-term credits necessary for the clearance of purchases and 
sales of securities.  For purposes of this restriction, the deposit or payment 
of initial or variation margin in connection with futures contracts, financial 
futures contracts or related options, and options on securities, options on 
securities indexes and options on currencies will not be deemed to be a 
purchase of securities on margin by a Fund.

    10.  No Fund may invest in commodities, except that each Fund (other than 
the Money Market Fund) may invest in futures contracts (including financial 
futures contracts, index futures contracts or securities index futures 
contracts) and  related options and other similar contracts (including foreign 
currency forward, futures and options contracts) as described in this 
Statement of Additional Information and in the Prospectus.

    11.  No Fund may purchase or sell put options, call options, spreads or 
combinations of put options, call options and spreads, except that (a) each 
Fund, other than the Money Market Fund, may purchase and sell covered put and 
call options on securities and stock indexes and futures contracts and options 
on futures contracts; (b) the Tax-Exempt Fund may acquire stand-by commitments 
and (c) the Money Market Fund may acquire "puts" and "unconditional puts" as 
defined in Rule 2a-7 under the 1940 Act.

    12.  No Fund may purchase securities of other investment companies, other 
than a security acquired in connection with a merger, consolidation, 
acquisition, reorganization or offer of exchange and except as otherwise 
permitted under the 1940 Act.

    13.  No Fund may invest in companies for the purpose of exercising control 
or management.

    14.  No Fund may purchase securities (other than Government Securities) 
if, as a result of the purchase, the Fund would then have more than 5% of its 
total assets invested in securities of companies (including predecessors) that 
have been in continuous operation for fewer than three years, except that in 
the case of industrial revenue bonds purchased by the Tax-Exempt Fund, this 
restriction will apply to the entity supplying the revenues from which the 
issue is to be paid.

    15.  No Fund may purchase or retain securities of any company if, to the 
knowledge of the Trust, any of the Trust's officers or Trustees or any officer 
or director of GEIM

                                     -15-



<PAGE>

individually owns more than 1/2 of 1% of the outstanding 
securities of the company and together they own beneficially more than 5% of 
the securities.

    16.  No Fund may purchase warrants (other than warrants acquired by the 
Fund as part of a unit or attached to securities at the time of purchase) if, 
as a result, the investments (valued at the lower of cost or market) would 
exceed 5% of the value of the Fund's net assets of which not  more than 2% of 
the value of the Fund's net assets may be invested in warrants not listed on 
the New York Stock Exchange, Inc. (the "NYSE") or the American Stock Exchange.  
For purposes of this restriction, warrants acquired by a Fund in units or 
attached to securities may be deemed to be without value.  The Money Market 
Fund may not invest in any form of warrants.

    17.  No Fund may purchase illiquid securities if more than 15% of the 
total assets of the Fund would be invested in illiquid securities; the Money 
Market Fund will not purchase illiquid securities.  For purposes of this 
restriction, illiquid securities are securities that cannot be disposed of by 
a Fund within seven days in the ordinary course of business at approximately 
the amount at which the Fund has valued the securities.

    18.  No Fund may purchase restricted securities if more than 10% of the 
total assets of the Fund would be invested in restricted securities.  
Restricted securities are securities that are subject to contractual or legal 
restrictions on transfer, excluding for purposes of this restriction, 
restricted securities that are eligible for resale pursuant to Rule 144A under 
the Securities Act of 1933, as amended ("Rule 144A Securities"), that have 
been determined to be liquid by the Trust's Board of Trustees based upon the 
trading markets for the securities.  In no event, however, will any Fund's 
investment in illiquid and non-publicly traded securities, in the aggregate, 
exceed 15% of its assets.  In addition, no Fund may invest more than 50% of 
its net assets in securities of unseasoned issuers and restricted securities, 
including for purposes of this restriction, Rule 144A Securities.

    The Trust may make commitments more restrictive than the restrictions 
listed above with respect to a Fund to permit the sale of shares of the Fund 
in certain states.  Should the Trust determine that any such commitment is no 
longer in the best interests of a Fund and its shareholders, the Trust will 
revoke the commitment by terminating the sale of shares of the Fund in the 
state involved or may otherwise modify its commitment based on a change in the 
state's restrictions.  The percentage

                                     -16-



<PAGE>

limitations in the restrictions listed above apply at the time of purchases of 
securities.  For purposes of investment restriction number 5, the Trust may use 
the industry classifications reflected by the S&P 500 Composite Stock Index, if 
applicable at the time of determination.  For all other portfolio holdings, the 
Trust may use the Directory of Companies Required to File Annual Reports with 
the SEC and Bloomberg Inc.  In addition, the Trust may select its own industry 
classifications, provided such classifications are reasonable.

PORTFOLIO TRANSACTIONS AND TURNOVER

    Decisions to buy and sell securities for each Fund are made by GEIM, 
subject to review by the Trust's Board of Trustees.  Transactions on domestic 
stock exchanges and some foreign stock exchanges involve the payment of 
negotiated brokerage commissions.  On exchanges on which commissions are 
negotiated, the cost of transactions may vary among different brokers.  On 
most foreign exchanges, commissions are fixed.  No stated commission will be 
generally applicable to securities traded in U.S. over-the-counter markets, 
but the prices of those securities include undisclosed commissions or mark-
ups.  The cost of securities purchased from underwriters include an 
underwriting commission or concession, and the prices at which securities are 
purchased from and sold to dealers include a dealer's mark-up or mark-down.  
Government Securities generally will be purchased on behalf of a Fund from 
underwriters or dealers, although certain newly issued Government Securities 
may be purchased directly from the U.S. Treasury or from the issuing agency or 
instrumentality.

    In selecting brokers or dealers to execute securities transactions on 
behalf of a Fund, GEIM seeks the best overall terms available.  In assessing 
the best overall terms available for any transaction, GEIM considers factors 
that it deems relevant, including the breadth of the market in the security, 
the price of the security, the financial condition and execution capability of 
the broker or dealer and the reasonableness of the commission, if any, for the 
specific transaction and on a continuing basis.  In addition, the investment 
advisory agreement between the Trust and GEIM relating to each Fund authorizes 
GEIM, on behalf of the Fund, in selecting brokers or dealers to execute a 
particular transaction, and in evaluating the best overall terms available, to 
consider the brokerage and research services (as those terms are defined in 
Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund 
and/or other accounts over which GEIM or its affiliates exercise investment 
discretion.  The fees under the investment advisory agreement relating to a 
Fund will not be reduced by reason of the Fund's receiving brokerage and 
research services.  The Trust's Board of Trustees 

                                     -17-


<PAGE>

periodically reviews the commissions paid by a Fund to determine if the 
commissions paid over representative periods of time were reasonable in 
relation to the benefits inuring to the Fund.  Over-the-counter purchases and 
sales on behalf of the Funds will be transacted directly with principal market 
makers except in those cases in which better prices and executions may be 
obtained elsewhere.  A Fund will not purchase any security, including 
Government Securities, during the existence of any underwriting or selling 
group relating to the security of which any affiliate of the Fund or GEIM is a 
member, except to the extent permitted under rules, interpretations or 
exemptions of the SEC.  All brokerage transaction commissions paid to 
affiliates will be fair and reasonable to the shareholders.

    The Money Market Fund may attempt to increase its yield by trading to take 
advantage of short-term market variations, which trading would result in the 
Fund's experiencing high portfolio turnover.  Because purchases and sales of 
money market instruments are usually effected as principal transactions, 
however, this type of trading by the Money Market Fund will not result in the 
Fund's paying high brokerage commissions.

    During the fiscal year ended September 30, 1995, the International Fund, 
the Global Fund, the U.S. Equity Fund and the Strategic Fund paid $78,872, 
$118,140, $98,947 and $27,257, respectively, in commissions to broker-dealers 
for execution of portfolio transactions.  Of these amounts $60, $3,125, 
$60,981 and $5,259 in brokerage transactions was paid by the International 
Fund, the Global Fund, the U.S. Equity Fund and the Strategic Fund, 
respectively, to a broker because of research services provided during the 
past fiscal year.  During the fiscal year ended September 30, 1994, the 
International Fund, the Global Fund, the U.S. Equity Fund and the Strategic 
Fund paid $97,673, $79,652, $168,891 and $28,280, respectively in commissions 
to broker-dealers for execution of portfolio transactions.  Of these amounts, 
$89,877, $68,087, $75,178 and $11,853 in brokerage transactions was paid by 
the International Fund, the Global Fund, the U.S. Equity Fund and the 
Strategic Fund, respectively, to a broker because of research services 
provided during the past fiscal year.  The Tax-Exempt Fund, the Income Fund 
and the Money Market Fund made no payments to broker-dealers for execution of 
portfolio transactions during the 1995 or 1994 fiscal year.  For the 1994 
fiscal year, the Global Fund, the U.S. Equity Fund and the Strategic Fund paid 
$30, $1,750 and $147, respectively, in brokerage commissions to Kidder, 
Peabody & Co. Incorporated ("Kidder"), an affiliate of the Fund.  In 1994, 
Kidder received .04%, 1.04% and .52% of the brokerage commissions paid by the 
Global Fund, the U.S. Equity Fund and the Strategic Fund, respectively, and 
effected .04% 1.52% and .22% of the total dollar amount of transactions for 
the Global Fund, the U.S. 

                                     -18-



<PAGE>

Equity Fund and the Strategic Fund, respectively.  The Funds made no payments 
to Kidder for execution of portfolio transactions during 1995.  During 1994, 
General Electric Capital Services, Inc., a wholly-owned subsidiary of GE, 
owned all of the outstanding stock of Kidder, Peabody Group Inc., the parent 
company of Kidder.

                          MANAGEMENT OF THE TRUST

TRUSTEES AND OFFICERS

    The names of the Trustees and executive officers of the Trust, their 
addresses and their principal occupations during the past five years and their 
other affiliations are shown below.  The executive officers of the Trust are 
employees of organizations that provide services to the Funds.  An asterisk 
appears before the name of each Trustee who is an "interested person" of the 
Trust, as defined in the 1940 Act.


                                                       Age and Principal
                               Positions Held          Occupations
Name and Address               with Trust              During Past Five Years
________________              ________________         ______________________

*Michael J. Cosgrove           Chairman of the         Age 46. Executive Vice 
 3003 Summer Street            Board and President     President - Mutual Funds
 Stamford, CT 06905                                    of GEIM and General 
                                                       Electric Investment 
                                                       Corporation ("GEIC"), a 
                                                       wholly-owned subsidiary 
                                                       of General Electric
                                                       Company ("GE") that is
                                                       registered as an
                                                       investment adviser
                                                       under the Investment
                                                       Advisers Act of 1940,
                                                       as amended, since March
                                                       1993 (responsibilities
                                                       include general
                                                       management of all
                                                       mutual funds managed by
                                                       GEIM and GEIC) and
                                                       Director of GEIC and
                                                       Executive Vice
                                                       President and Director
                                                       of GEIM since 1988;


                                                       from 1988 until 1993,
                                                       Mr. Cosgrove served as
                                                       Executive Vice
                                                       President - Finance and
                                                       Administration of GEIM
                                                       and GEIC.

*Alan M. Lewis                Trustee and              Age 49. Executive Vice
 3003 Summer Street           Executive Vice           President, General
 Stamford, CT 06905           President                Counsel and Secretary
                                                       of GEIM since 1988 and
                                                       of GEIC since October
                                                       1987.

                                  19



<PAGE>

John R. Costantino            Trustee                  Age 49. Managing
150 East 58th Street                                   Director, Walden 
New York, NY 10055                                     Partners, Ltd.,
                                                       consultants and
                                                       investors, since August
                                                       1992; President, CMG
                                                       Acquisition Corp.,
                                                       Inc., a holding
                                                       company, since 1988;
                                                       Vice Chairman,
                                                       Acoustiguide Holdings,
                                                       Inc., a holding
                                                       company, since 1989;
                                                       President CMG/IKH,
                                                       Inc., a holding
                                                       company, since 1991;
                                                       Director, Crossland
                                                       Federal Savings Bank, a
                                                       financial institution;
                                                       Director, Brooklyn
                                                       Bankcorp, Inc., a
                                                       financial institution;
                                                       Director, IK Holdings,
                                                       Inc., a holding company
                                                       since 1991; Director,
                                                       I. Kleinfeld & Son,
                                                       Inc., a retailer, since
                                                       1991; Director, High
                                                       Performance Appliances,
                                                       Inc., a distributor of
                                                       kitchen appliances
                                                       ("HPA"), since 1991;
                                                       Director, HPA Hong
                                                       Kong, Ltd., a service
                                                       subsidiary of HPA,
                                                       since 1991; Director,
                                                       Lancit Media
                                                       Productions, Ltd., a
                                                       children's and family
                                                       television film and
                                                       videotape production
                                                       company, since 1995;
                                                       Partner, Costantino
                                                       Melamede-Greenberg
                                                       Investment Partners, a
                                                       general investment
                                                       partnership, from
                                                       September 1987 through
                                                       August 1992.


William J. Lucas              Trustee                  Age 48. Vice President
Fairfield University                                   Treasurer of Fairfield
North Benson Road                                      University since 1983.
Fairfield, CT 06430

Robert P. Quinn               Trustee                  Age 59. Retired since 
490 Duck Pond Road                                     1983 from Salomon
Locust Valley, NY 11560                                Brothers Inc.;
                                                       Director, GP Financial
                                                       Corp., a holding
                                                       company, since 1994;
                                                       Director, The
                                                       Greenpoint Savings
                                                       Bank, a financial
                                                       institution, since
                                                       1987.

*Jeffrey A. Groh              Treasurer                Age 33. Treasurer and
 3003 Summer Street                                    Controller of GEIM and
 Stamford, CT 06905                                    GEIC since August 1994;
                                                       prior to August 1994,
                                                       was a Senior Manager in
                                                       Investment Company
                                                       Services Group and
                                                       certified public
                                                       accountant with Price
                                                       Waterhouse LLP.


                                 20



<PAGE>

*Matthew J. Simpson           Secretary                Age 34. Vice President,
 3003 Summer Street                                    Associate
 Stamford, CT 06905                                    General Counsel and
                                                       Assistant Secretary of
                                                       GEIM and GEIC since
                                                       October 1992; attorney
                                                       with the law firm of
                                                       Baker & McKenzie, April
                                                       1991 to October 1992;
                                                       prior to April 1991 was
                                                       an attorney with the
                                                       law firm of Spengler
                                                       Carlson Gubar Brodsky &
                                                       Frischling.


No employee of GE or any of its affiliates receives any compensation from the 
Trust for acting as a Trustee or officer of the Trust.  Each Trustee of the 
Trust who is not a director, officer or employee of GEIM, GE Investment 
Services Inc. (the "Distributor"), GE, or any affiliate of those companies, 
receives an annual fee of $10,000 for services as Trustee.  In addition, each 
Trustee receives $500 for each meeting of the Trust's Board of Trustees 
attended by the Trustee and is reimbursed for expenses incurred in connection 
with attendance at Board meetings.  

Trustees' Compensation
(for the last fiscal year)

                                                    Total Compensation for all
                        Total Compensation                Investment Companies
Name of Trustee              from the Trust            Managed by GEIM or GEIC
_______________        _______________________     ___________________________

Michael J.Cosgrove               None                              None+

Alan M. Lewis                    None                              None+

John R. Costantino            $12,000                          $17,000++

William J. Lucas              $12,000                          $17,000++

Robert P. Quinn               $12,000                          $17,000++



_______________________

+    Messrs. Cosgrove and Lewis serve as Trustees of two
     investment companies advised by GEIM and of eight investment
     companies advised by GEIC.  They are considered to be interested
     persons of each investment company advised by GEIM or GEIC, as
     defined under Section 2(a)(19) of the 1940 Act, and accordingly,
     serve as Trustees thereof without compensation.

++    Messrs. Costantino, Lucas and Quinn serve as Trustees of
      two investment companies advised by GEIM and the compensation is
      for their services as Trustees of both companies.

                                     -21-


<PAGE>

INVESTMENT ADVISER AND ADMINISTRATOR

    GEIM, located at 3003 Summer Street, P.O. Box 7900, Stamford, Connecticut 
06904, a wholly-owned subsidiary of GE, bears all expenses in connection with 
the performance of its services as each Fund's investment adviser and 
administrator.  For the fiscal year ended September 30, 1995, the 
International Fund, the Global Fund, the U.S. Equity Fund, the Strategic Fund, 
the Tax-Exempt Fund, the Income Fund, the Government Fund and the Money Market 
Fund paid $237,427, $249,803, $563,259, $127,625, $38,285, $85,281, $28,438 
and $161,393, respectively, for investment advisory and administration 
services.  For the fiscal year ended September 30, 1994, the International 
Fund, the Global Fund, the U.S. Equity Fund, the Strategic Fund, the Tax-
Exempt Fund, the Income Fund, the Government Fund and the Money Market Fund 
paid $122,202, $173,762, $431,236, $80,973, $40,920, $117,064, $12,214 and 
$81,491, respectively, for investment advisory and administration services.  
For the fiscal year ended September 30, 1993, the Global Fund, the U.S. Equity 
Fund, the Strategic Fund, the Tax-Exempt Fund, the Income Fund and the Money 
Market Fund paid $36,124, $98,111, $19,393, $16,451, $17,904 and $15,920, 
respectively, for advisory and administration services.  Under its agreement 
governing the investment advisory services it performs with respect to the 
Funds, GEIM has agreed that, if in any fiscal year of a Fund, the aggregate 
expenses of a Fund (including management fees, but excluding interest, taxes, 
brokerage fees, fees paid with respect to each Fund other than the Money 
Market Fund (individually a "Participant Fund" and collectively the 
"Participant Funds"), pursuant to the Trust's Shareholder Servicing and 
Distribution Plans adopted pursuant to Rule 12b-1 under the 1940 Act (the 
"Plans"), and, with the prior written consent of the necessary state 
securities commissions, extraordinary expenses) exceed the expense limitation 
of any state having jurisdiction over the Trust, GEIM will reimburse the Trust 
up to the amount of the Fund's investment advisory and administration fee.  As 
of the date of this Statement of Additional Information, the most restrictive 
state expense limitation applicable to the Funds requires reimbursement of 
expenses in any year that a Fund's expenses, subject to the limitation, exceed 
2-1/2% of the first $30 million of the average daily value of the Fund's net 
assets, 2% of the next $70 million of the average daily value of the Fund's 
net assets and 1-1/2% of the remaining average daily value of the Fund's net 
assets.

    Under the Plans, the Trust pays GEIM, with respect to each Participant 
Fund, (1) for shareholder services provided to the Class A, Class B and Class 
C shares of the Participant Fund, an 

                                     -22-



<PAGE>

annual feeof .25% of the value of the average daily net assets attributed to 
the Class A, Class B and Class C shares of the Participant Fund, 
respectively and (2) for distribution services provided to the Class A and 
Class B shares of each Participant Fund other than the Government Fund, an 
annual fee of .25% and .75% of the value of the average daily net assets of the 
Participant Fund, respectively; or in the case of the Government Fund, an 
annual fee of .25% and .60% of the value of the average daily net assets of the 
Government Fund, respectively.  Under their terms, the Plans continue from year 
to year, provided their continuance is approved annually by vote of the Trust's 
full Board of Trustees, as well as by a majority of the Trustees who are not 
interested persons of the Trust and who have no direct or indirect financial 
interest in the operation of the Plans or in any agreements related to them 
(the "Independent Trustees").  The Plans may not be amended to increase 
materially the amount of the fees paid under the Plans with respect to a Fund 
without approval of shareholders of the Fund.  In addition, all material 
amendments of the Plans must be approved by the Trustees and Independent 
Trustees in the manner described above.  The Plans may be terminated with 
respect to a Fund at any time, without penalty, by vote of a majority of the 
Independent Trustees or by a vote of a majority of the outstanding voting 
securities of a Fund (as defined in the 1940 Act).  For the fiscal 
year ended September 30, 1995, the International Fund, the Global Fund, 
the U.S. Equity Fund, the Strategic Fund, the Tax-Exempt Fund, the Income Fund 
and the Government Fund incurred $12,775, $65,971, $89,445, $64,199, $17,804, 
$68,913, $4,527 and $0, respectively for service and distribution fees.  For 
the fiscal year ended September 30, 1994, the International Fund, the Global 
Fund, the U.S. Equity Fund, the Strategic Fund, the Tax Exempt Fund, the 
Income Fund and the Government Fund incurred $574, $40,788, $121,987, $34,206, 
$18,934, $124,644 and $502, respectively, for service and distribution fees.  
For the fiscal year ended September 30, 1993, the Global Fund, the U.S. Equity 
Fund, the Strategic Fund, the Tax Exempt Fund and the Income Fund incurred 
$11,967, $61,001, $13,753, $11,766 and $12,695 for service and distribution 
fees, all of which were waived by GEIM.

    During the fiscal year ended September 30, 1995, GEIM waived a total of 
$66,501, $94,488, $348,302, $83,026, $76,006, $95,425, $76,414 and $165,031 of 
expenses of the International Fund, the Global Fund, the U.S. Equity Fund, the 
Strategic Fund, the Tax-Exempt Fund, the Income Fund, the Government Fund and 
the Money Market Fund, respectively.  During the fiscal year ended September 
30, 1994, GEIM waived a total of $49,516, $102,700, $527,744, $105,756, 
$60,529, $154,160, $30,600 and $191,863 of expenses of the International Fund, 
the Global Fund, the U.S. Equity Fund, the Strategic Fund, the Tax-Exempt 
Fund, the Income

                                     -23-



<PAGE>

Fund, the Government Fund and the Money Market Fund, respectively.  
During the fiscal year ended September 30, 1993, GEIM waived a 
total of $51,981, $205,198, $54,735, $43,599, $52,255 and $65,280 of expenses 
of the Global Fund, the U.S. Equity Fund, the Strategic Fund, the Tax-Exempt 
Fund, the Income Fund and the Money Market Fund, respectively.

CUSTODIAN AND TRANSFER AGENT

    State Street Bank and Trust Company ("State Street") is located at 225 
Franklin Street, Boston, Massachusetts 02101 and serves as custodian and 
transfer agent of the Funds' investments.  Under its custodian contract with 
the Trust, State Street is authorized to appoint one or more banking 
institutions as subcustodians of assets owned by each Fund.  For its custody 
services, State Street receives monthly fees charged to the Funds based upon 
the month-end, aggregate net asset value of the Funds, plus certain charges 
for securities transactions.  The assets of the Trust are held under bank 
custodianship in accordance with the 1940 Act.  As transfer agent, State 
Street is responsible for processing redemption requests and crediting 
dividends to the accounts of shareholders of the Funds.

DISTRIBUTOR

    GE Investment Services Inc. serves as the distributor of shares of the 
Funds on a best efforts basis.

                                REDEMPTION OF SHARES

    Detailed information on how to redeem shares of a Fund is included in the 
Prospectus.  The right of redemption of shares of a Fund may be suspended or 
the date of payment postponed (1) for any periods during which the NYSE is 
closed (other than for customary weekend and holiday closings), (2) when 
trading in the markets the Fund normally utilizes is restricted, or an 
emergency, as defined by the rules and  regulations of the SEC, exists, making 
disposal of a Fund's investments or determination of its net asset value not 
reasonably practicable or (3) for such other periods as the SEC by order may 
permit for the protection of the Fund's shareholders.  A shareholder who pays 
for Fund shares by personal check will receive the proceeds of a redemption of 
those shares when the purchase check has been collected, which may take up to 
15 days or more.  Shareholders who anticipate the need for more immediate 
access to their investment should purchase shares with Federal funds or bank 
wire or by a certified or cashier's check.

                                     -24-



<PAGE>

                             EXCHANGE PRIVILEGE

    The exchange privilege described in the Prospectus enables a shareholder 
of a Fund to acquire shares in a Fund having a different investment objective 
and policies when the shareholder believes that a shift between Funds is an 
appropriate investment decision.  Upon receipt of proper instructions and all 
necessary supporting documents, shares submitted for exchange are redeemed at 
the then-current net asset value and the proceeds are immediately invested in 
shares of the Fund being acquired.  The Trust reserves the right to reject any 
exchange request.


                                NET ASSET VALUE

    The Trust will not calculate net asset value on certain holidays.  On 
those days, securities held by a Fund may nevertheless be actively traded, and 
the value of the Fund's shares could be significantly affected.

    Because of the need to obtain prices as of the close of trading on various 
exchanges throughout the world, the calculation of the net asset value of the 
Money Market Fund or a Class of certain Participant Funds may not take place 
contemporaneously with the determination of the prices of many of their 
portfolio securities used in the calculation.  A security that is listed or 
traded on more than one exchange is valued at the quotation on the exchange 
determined to be the primary market for the security.  All assets and 
liabilities of the Funds initially expressed in foreign currency values will 
be converted into U.S. dollar values at the mean between the bid and offered 
quotations of the currencies against U.S. dollars as last quoted by any 
recognized dealer.  If these quotations are not available, the rate of 
exchange will be determined in good faith by the Trust's Board of Trustees.  
In carrying out the Board's valuation policies, GEIM may consult with one or 
more independent pricing services ("Pricing Service") retained by the Trust.

     Debt securities of U.S. issuers (other than Government Securities and 
short-term investments), including Municipal Obligations, are valued by GEIM 
after consultation with a Pricing Service.  When, in the judgment of the 
Pricing Service, quoted bid prices for investments of the Tax-Exempt Fund are 
readily available and are representative of the bid side of the market, these 
investments are valued at the mean between the quoted bid prices and asked 
prices.  Investments of the Tax-Exempt Fund that are not regularly quoted are 
carried at fair value as determined by the Board of Trustees, which may rely 
on the assistance of the Pricing Service.  The procedures of the Pricing 
Service are

                                     -25-



<PAGE>

reviewed periodically by GEIM under the general supervision and 
responsibility of the Board of Trustees of the Trust.

    The valuation of the portfolio securities of the Money Market Fund is 
based upon amortized cost, which does not take into account unrealized capital 
gains or losses.  Amortized cost valuation involves initially valuing an 
instrument at its cost and thereafter assuming a constant amortization to 
maturity of any discount or premium, regardless of the effect of fluctuating 
interest rates on the market value of the instrument.  Although this method 
provides certainty in valuation, it may result in periods during which value, 
as determined by amortized cost, is higher or lower than the price the Money 
Market Fund would receive if it sold the instrument.

    The use of the amortized cost method of valuing the portfolio securities 
of the Money Market Fund is permitted by a rule adopted by the SEC.  Under 
this rule, the Money Market Fund must maintain a dollar-weighted average 
portfolio maturity of 90 days or less, purchase only instruments having 
remaining maturities of 13 months or less, and invest only in "eligible 
securities" as defined in the rule, which are determined by GEIM to present 
minimal credit risks.  Pursuant to the rule, GEIM has established procedures 
designed to stabilize, to the extent reasonably possible, the Fund's price per 
share as computed for the purpose of sales and redemptions at $1.00.  These 
procedures include review of the Money Market Fund's portfolio holdings at 
such intervals as GEIM may deem appropriate, to determine whether the Fund's 
net asset value calculated by using available market quotations or market 
equivalents deviates from $1.00 per share based on amortized cost.

    The rule regarding amortized cost valuation provides that the extent of 
any deviation between the Money Market Fund's net asset value based upon 
available market quotations or market equivalents and the $1.00 per share net 
asset value based on amortized cost must be examined by the Trust's Board of 
Trustees.  In the event the Board of Trustees determines  that a deviation 
exists that may result in material dilution or other unfair results to 
investors or existing shareholders of the Money Market Fund, the Board of 
Trustees must, in accordance with the rule, cause the Fund to take such 
corrective action as the Board of Trustees regards as necessary and 
appropriate, including:  selling portfolio instruments of the Fund prior to 
maturity to realize capital gains or losses or to shorten average portfolio 
maturity; withholding dividends or paying distributions from capital or 
capital gains; redeeming shares in kind; or establishing a net asset value per 
share by using available market quotations.

                                     -26-



<PAGE>


                       DIVIDENDS, DISTRIBUTIONS AND TAXES

    Set forth below is a summary of certain Federal income tax considerations 
generally affecting the Funds and their shareholders.  The summary is not 
intended as a substitute for individual tax planning, and shareholders are 
urged to consult their tax advisors regarding the application of Federal, 
state, local and foreign tax laws to their specific tax situations.

TAX STATUS OF THE FUNDS AND THEIR SHAREHOLDERS

    Each Fund is treated as a separate entity for Federal income tax purposes.  
Each Fund's net investment income and capital gains distributions are 
determined separately from any other series that the Trust may designate.

    The Trust intends for each Fund to continue to qualify each year as a 
"regulated investment company" under the Code.  If a Fund (1) is a regulated 
investment company and (2) distributes to its shareholders at least 90% of its 
net investment income (including for this purpose its net realized short-term 
capital gains) and 90% of its tax-exempt interest income (reduced by certain 
expenses), the Fund will not be liable for Federal income taxes to the extent 
that its net investment income and its net realized long-term and short-term 
capital gains, if any, are distributed to its shareholders.  In addition, in 
order to avoid a 4% excise tax, a Fund must declare, no later than December 31 
and distribute no later than the following January 31, at least 98% of its 
taxable ordinary income earned during the calendar year and 98% of its capital 
gain net income for the year period ending on October 31 of such calendar 
year.  One requirement for qualification as a regulated investment company is 
that each Fund must diversify its holdings so that, at the end of each 
quarter, (i) at least 50% of the market value of the Fund's assets is 
represented by cash and cash items, securities of other regulated investment 
companies, U.S. government securities and other securities, with such other 
securities limited for purposes of this calculation in respect of any one 
issuer to an amount not greater than 5% of the value of the Fund's assets and 
not greater than 10% of the outstanding voting securities of such issuer, and 
(ii) not more than 25% of the value of its total assets is invested in the 
securities of any one issuer or of two or more issuers that are controlled by 
the Fund (within the meaning of Section 851(b)(4)(B) of the Code) that are 
engaged in the same or similar trades or businesses or related trades or 
businesses (other than Government Securities or the securities of other 
regulated investment companies).

                                     -27-



<PAGE>

    The requirements for qualification as a regulated investment company also 
include two significant rules as to investment results.  First, a Fund must 
earn at least 90% of its gross income from dividends, interest, payments with 
respect to securities loans, gains from the disposition of stock or securities 
(including gains from related investments  in foreign currencies) and income 
(including gains from options, futures or forward contracts) derived with 
respect to its business of investing in such stocks, securities or currencies 
(the "90% Test").  Second, a Fund must derive less than 30% of its gross 
income from the sale or other disposition of (i) stock or securities held for 
less than three months, (ii) options futures, or forward contracts held for 
less than three months (other than options, futures, or forward contracts on 
foreign currencies), and (iii) foreign currencies (or options, futures or 
forward contracts on foreign currencies) held for less than three months, but 
only if such currencies (or options, future or forward contracts) are not 
directly related to the Fund's principal business of investing in stock or 
securities (or options and futures with respect to stocks or securities) (the 
"30% Test").

    The 30% Test will restrict the extent to which a Fund may, among other 
things:  (1) sell or purchase put options on securities held for less than 
three months or purchase put options on substantially identical securities 
(unless the option and the security are acquired on the same day); (2) write 
options that expire in less than three months; and (3) close options that were 
written or purchased within the preceding three months.  For purposes of the 
30% Test, a Fund's increases or decreases in value of short-term investment 
positions that constitute certain designated hedging transactions may 
generally be netted.  The Trust does not expect that the 30% Test will 
significantly affect the investment policies of any Fund.

    A Fund's transactions in options and futures contracts are subject to 
special provisions of the Code that, among other things, may affect the 
character of gains and losses realized by the Fund (that is, may affect 
whether gains or losses are ordinary or capital), accelerate recognition of 
income to the Fund and defer losses of the Fund.  These rules (1) could affect 
the character, amount and timing of distributions to shareholders of a Fund, 
(2) will require the Fund to "mark to market" certain types of the positions 
in its portfolio (that is, treat them as if they were closed out) and (3) may 
cause the Fund to recognize income without receiving cash with which to make 
distributions in amounts necessary to satisfy the distribution requirements 
for avoiding income and excise taxes described above and in the Prospectus.  
The Trust seeks to monitor transactions of each Fund, will seek to make the 
appropriate tax elections on behalf

                                     -28-


<PAGE>

of the Fund and seeks to make the appropriate entries in the Fund's books and 
records when the Fund acquires any option, futures contract or hedged 
investment, to mitigate the effect of these rules and prevent disqualification 
of the Fund as a regulated investment company.

    In order for the Tax-Exempt Fund to pay exempt-interest dividends for any 
taxable year, at the close of each taxable quarter, at least 50% of the 
aggregate value of the Fund's portfolio must consist of exempt-interest 
obligations.  Within 60 days after the close of the taxable  year of the Tax-
Exempt Fund, the Trust will notify the Fund's shareholders of the portion of 
the dividends paid that constitutes an exempt-interest dividend with respect 
to that taxable year.  The percentage of total dividends paid by the Tax-
Exempt Fund with respect to any taxable year that qualifies as Federal exempt-
interest dividends will be the same for all shareholders receiving dividends 
from the Fund for that year.

    Interest on indebtedness incurred by a shareholder to purchase or carry 
shares of the Tax-Exempt Fund is not deductible for income tax purposes if the 
Fund distributes exempt-interest dividends during the shareholder's taxable 
year.  In addition, if a shareholder of the Tax-Exempt Fund holds shares for 
six months or less, any loss on the sale or exchange of those shares will be 
disallowed to the extent of the amount of exempt-interest dividends received 
with respect to the shares.

    As a general rule, a shareholder's gain or loss on a sale or redemption of 
shares of a Fund will be a long-term capital gain or loss if the shareholder 
has held the shares for more than one year.  The gain or loss will be a short-
term capital gain or loss if the shareholder has held the shares for one year 
or less.

    The Fund's net realized long-term capital gains are distributed as 
described in the Prospectus.  The distributions ("capital gain dividends"), if 
any, are taxable to a shareholder of a Fund as long-term capital gains, 
regardless of how long a shareholder has held the shares, and will be 
designated as capital gain dividends in a written notice mailed by the Trust 
to the shareholders of the Fund after the close of the Fund's prior taxable 
year.  If a shareholder receives a capital gain dividend with respect to any 
share of a Fund, and if the share is sold before it has been held by the 
shareholder for six months or less, then any loss on the sale or exchange of 
the share, to the extent of the capital gain dividend, will be treated as a 
long-term capital loss.  This rule will apply to a sale of shares of the Tax-
Exempt Fund only to the extent the loss is not disallowed under the provision 
described above.  Investors

                                     -29-



<PAGE>

considering buying shares of a Fund on or just prior to the record date for a 
taxable dividend or capital gain distribution should be aware that the amount 
of the dividend or distribution payment will be a taxable dividend or 
distribution payment.

    Special rules contained in the Code apply when a shareholder of a Fund 
disposes of shares of the Fund through a redemption or exchange within 90 days 
of purchase and subsequently acquires shares of a Fund on which a sales charge 
normally is imposed without paying a sales charge in accordance with the 
exchange privilege described in the Prospectus.  In these cases, any gain on 
the disposition of the shares of the Fund  will be increased, or loss 
decreased, by the amount of the sales charge paid when the shares were 
acquired, and that amount will increase the adjusted basis of the shares of 
the Fund subsequently acquired.  In addition, if shares of a Fund are 
purchased within 30 days of redeeming shares at a loss, the loss will not be 
deductible and instead will increase the basis of the newly purchased shares.

    If a shareholder of a Fund fails to furnish the Trust with a correct 
taxpayer identification number, fails to report fully dividend or interest 
income, or fails to certify that he or she has provided a correct taxpayer 
identification number and that he or she is not subject to "backup 
withholding," then the shareholder may be subject to a 31% "backup 
withholding" tax with respect to (1) taxable dividends and distributions from 
the Fund and (2) the proceeds of any redemptions of shares of the Fund.  An 
individual's taxpayer identification number is his or her social security 
number.  The 31% backup withholding tax is not an additional tax and may be 
credited against a taxpayer's regular Federal income tax liability.

                        THE FUNDS' PERFORMANCE

    As noted in the Prospectus, the Trust, from time to time, may quote a 
Fund's performance, in terms of the Money Market Fund's or a Class' yield 
and/or total return, in reports or other communications to shareholders of the 
Fund or in advertising material.  To the extent that any advertisement or 
sales literature of a Participant Fund describes the expenses or performance 
of any Class, it will also disclose the expenses or performance for the other 
Classes.  Additional information regarding the manner in which performance 
figures are calculated is provided below.

                                     -30-


<PAGE>

YIELD

    The yield for the Money Market Fund is computed by (1) determining the net 
change in the value of a hypothetical preexisting account in the Fund having a 
balance of one share at the beginning of a seven-calendar-day period for which 
yield is to be quoted, (2) dividing the net change by the value of the account 
at the beginning of the period to obtain the base period return, and (3) 
annualizing the results (that is, multiplying the base period return by 
365/7).  The net change in the value of the account reflects the value of 
additional shares purchased with dividends declared on the original share and 
any such additional shares, but does not include realized gains and losses or 
unrealized appreciation and depreciation.  In addition, the Money Market Fund 
may calculate a compound effective annualized yield by adding one to the base 
period return (calculated as described above), raising the sum to a power 
equal to 365/7 and subtracting one.

     The 30-day yield figure described in the Prospectus is calculated for a 
Class according to a formula prescribed by the SEC.  The formula can be 
expressed as follows:

                    Yield = 2[(a-b + 1)6-1]
                               cd

Where:

    a =    dividends and interest earned during the period.

    b =    expenses accrued for the period (net of reimbursement).

    c =    the average daily number of shares outstanding during the period 
           that were entitled to receive dividends.

    d =    the maximum offering price per share on the last day of the period.

    For the purpose of determining the interest earned (variable "a" in the 
formula) on debt obligations that were purchased by a Fund at a discount or 
premium, the formula generally calls for amortization of the discount or 
premium; the amortization schedule will be adjusted monthly to reflect changes 
in the market values of the debt obligations.

    The Tax-Exempt Fund's tax equivalent yield is computed for a Class by 
dividing that portion of the Fund's yield that is tax-exempt by one minus a 
stated income tax rate and adding the

                                     -31-



<PAGE>

product to that portion, if any, of the Fund's yield that is not tax-exempt.

    Investors should recognize that, in periods of declining interest rates, 
the yield will tend to be somewhat higher than prevailing market rates, and in 
periods of rising interest rates the yield will tend to be somewhat lower.  In 
addition, when interest rates are falling, moneys received by a Fund from the 
continuous sale of its shares will likely be invested in portfolio instruments 
producing lower yields than the balance of the Fund's portfolio, thereby 
reducing the current yield of the Fund.  In periods of rising interest rates, 
the opposite result can be expected to occur.

    Yield information is useful in reviewing the performance of a Fund, but 
because yields fluctuate, this information cannot necessarily be used to 
compare an investment in shares of the Fund with bank deposits, savings 
accounts and similar investment alternatives that often provide an agreed or  
guaranteed fixed yield for a stated period of time.  Shareholders of a Fund 
should remember that yield is a function of the kind and quality of the 
instruments in the Fund's portfolio, portfolio maturity, operating expenses 
and market conditions.

AVERAGE ANNUAL TOTAL RETURN

    The "average annual total return" figures described in the Prospectus, are 
computed for a Class according to a formula prescribed by the SEC.  The 
formula can be expressed as follows:

        P(1 + T)n = ERV

Where P    =    a hypothetical initial payment of $1,000;
      T    =    average annual total return;
      n    =    number of years; and
      ERV  =    Ending Redeemable Value of a hypothetical $1,000 investment 
                made at the beginning of a 1-, 5- or 10-year period at the end 
                of a 1-, 5- or 10-year period (or fractional portion thereof), 
                assuming reinvestment of all dividends and distributions.

    The ERV assumes complete redemption of the hypothetical investment at the 
end of the measuring period.

AGGREGATE TOTAL RETURN

    The "aggregate total return" figures described in the Prospectus represent 
the cumulative change in the value of an

                                     -32-



<PAGE>

investment in a Class for the 
specified period are computed by the following formula:

        Aggregate Total Return = ERV - P
                                          P

Where P    =    a hypothetical initial payment of $1,000; and
      ERV  =    Ending Redeemable Value of a hypothetical $1,000 investment 
                made at the beginning of a 1-, 5- or 10-year period at the end 
                of the 1-, 5- or 10-year period (or fractional portion 
                thereof), assuming reinvestment of all dividends and 
                distributions.

                           PRINCIPAL STOCKHOLDERS

    GE, a New York corporation, is the only person known to the Trust to be a 
control person of the Tax-Exempt Fund or the Government Fund.  Aid Association 
for Lutherans is the only person known to the Trust to be a control person of 
the International Fund.  So long as the above persons own in excess of 25% of 
the amount of outstanding shares of any class of a Fund they will be deemed to 
be control persons; however, assuming no further investment by these persons, 
an increase in the amount of assets of the Fund will result in a diminution of 
their holdings.  The following persons are the only persons known by the Trust 
to hold beneficially more than 5% of the outstanding shares of any class of 
the Funds as of December 29, 1995:

<TABLE>
<CAPTION>

                                             Class of                            Percent
Name and Address                               Shares           Amount of             of
of Record Owner             Name of Fund        Owned           Ownership          Class
<S>                          <C>                <C>            <C>                <C>
General Electric               Tax-Exempt        A           4,477 shares         12.70%
Company                              Fund
2 Corporate Drive
Shelton, CT 06484

George N. Rohrbacher,          Tax-Exempt        A           4,359 shares         12.37%
Therese J. Rohrbacher,              Fund
  joint tenants
4473 Lindenhurst Lane
Las Vegas, NV 89120-4206

Frederick E. Hull,             Tax-Exempt        A           2,977 shares          8.45%
Connie M. Hull,                     Fund
  joint tenants
124 Sigel Ave.
Battle Creek, MI 
 49017-1536

                                     -33-



<PAGE>

                                             Class of                            Percent
Name and Address                               Shares           Amount of             of
of Record Owner             Name of Fund        Owned           Ownership          Class
<S>                          <C>                <C>            <C>                <C>

Kate Frazier                 Tax-Exempt          A          8,274 shares          23.46%
Doty, Trustee                     Fund
Paul & Kate
Doty Family
  Trust
U/A/D 10/3/90
3317 Windsor Road
Austin, TX
78703-2263

Leroy Bednar                  Tax-Exempt          A         4,139 shares          11.74%
Lola Bednar,                        Fund
joint tenants
5304 N. Lamar
Austin, TX 76751-1823

Arlyne R. Dryer,               Tax-Exempt          A        5,264 shares          15.00%
Trustee                             Fund
Gene F. & Arlyne R.
Dryer Trust
U/A/D 2/10/87
12507 Pomerado Ct.
San Diego, CA 92128-2315

General Electric              Tax-Exempt          B         4,435 shares           5.96%
Company                            Fund
2 Corporate Drive
Shelton, CT 06484

Eleanor W. Ecker             Tax-Exempt           B         4,117 shares          5.54%
601 N. Rio Vista Blvd.            Fund
  #304
Ft. Lauderdale, FL
 33301-2946

Helen A. Wickes             Tax-Exempt            B         6,917 shares          9.30%
1831 NE 38th St.                 Fund
 #503
Ft. Lauderdale, FL
 33308-6203


Lillian M. Salinger        Tax-Exempt             B          8,628 shares         11.60%
Shirley Salinger,               Fund
joint   tenants
19370 Collins Ave.
Apt. #522
N. Miami Beach, FL
33160-2248


Roswell C. Taite           Tax-Exempt            B           8,535 shares          11.47%
Fernie L. Taite,                 Fund
  joint tenants
9108 Hilldale
Houston, TX 77055-7438

Harry B. Linnecke         Tax-Exempt             B           4,241 shares          5.70%
Norma J. Linnecke,              Fund
  trustees 
Linnecke Family Trust
Dated 12/18/89
3310 Davis Lane
Reno, NV 89511-7956

Pamela G. Willson         Tax-Exempt              B           6,573 shares          8.84%
1435 Willow Creek Lane          Fund
Gardnerville, NV
 89410-5821


                                     -34-


<PAGE>

                                             Class of                            Percent
Name and Address                               Shares           Amount of             of
of Record Owner             Name of Fund        Owned           Ownership          Class
<S>                          <C>                <C>            <C>                <C>
George Lewson Trust           Tax-Exempt         B          31,233 shares          5.15%
U/W/O Faye Lewson                   Fund
Samuel Schneeweiss
Trustee
41 E. 42nd St.,  Ste 1410
New York, NY 10017-5301

General Electric               Tax-Exempt        D         243,054 shares          99.30%
Company                              Fund
2 Corporate Drive
Shelton, CT 06484

State Street Bank              Income Fund       A          86,343 shares          16.56%
 & Trust   Co., as
Trustee Grampas & Co.
Trust 
FBO Sage Technology
Master Trust
Client Service
1 Enterprise Drive
No. Quincy, MA 02171-2126

State Street Bank              Income Fund       A          83,300 shares          16.00%
 & Trust Co.
FBO Beamspeed and Co.
BG Automotive Motors Inc.
Master Trust Client
Service
1 Enterprise Drive
No. Quincy, MA 02171-2126

State Street Bank              Income Fund       A          306,230 shares          58.70%
 & Trust Co.
 as Trustee
Beamsail & Co. -
Doubletree
Master Trust Client
Service
1 Enterprise Drive
North Quincy, MA 02171-2126

Wells Fargo Bank, as             Income Fund       A          27,278 shares          5.23%
Trustee
FBO Hubbell Inc. 401(k)
Attn SSP#0167-
112#6971
201 3rd Street 11th Floor
San Francisco, CA
94163-0001


Jason P. Zeringue                Income Fund       B          4,122 shares          9.34%
Sharma Zeringue,
tenants in common
811 Kenneth Boagni Dr.
  #3
Carencro, LA 70570

Juan E. Baquera                  Income Fund       B          2,468 shares          5.59%
2210 Enfield Road
Apt. #8
Austin, TX 78703-3241


                                         -35-



<PAGE>

                                             Class of                            Percent
Name and Address                               Shares           Amount of             of
of Record Owner             Name of Fund        Owned           Ownership          Class
<S>                          <C>                <C>            <C>                <C>

State Street Bank            Income Fund         B            2,522 shares          5.72%
 & Trust Co.
C/F The Rollover IRA
of
  Leo E. Main
1124 Northampton
Kalamazoo, MI 49006-2778

State Street Bank           Income Fund         B            2,941 shares          6.66%
 & Trust   Co.
C/F the IRA of Joseph R.
  Fruhauff
5560 SW 7th Street
Plantation, FL 33317-4306

State Street Bank           Income Fund         B            2,869 shares          6.55%
 & Trust Co.
C/F the Rollover IRA
of
  Dorothy F. Porter
840 El Cortez Way
Sparks, NV 89434-3402

Barbara Jampel,             Income Fund         B            2,546 shares          5.77%
Trustee
BJ Productions Inc.
Emp. Retir. T
3900 Pacheco Drive
Sherman Oaks, CA 91403-4419

Lilburn H. Smith and        Income Fund         B            2,385 shares          5.40%
Alma B. Smith, as
Trustees
Lilburn H. Smith Fam.
Trust
Date 12/18/73
12151 Dale St. #C222
Stanton, CA 90680-3844

State Street Bank           Income Fund         D            77,388 shares          13.92%
 & Trust Co., as
 Trustee
Eastmate & Co. Trust
FBO GE Capital Fleet
 Services
Master Trust Client
 Service
1 Enterprise Drive
No. Quincy, MA 02171-2126



State Street Bank           Income Fund         D            435,167 shares          76.03%
 & Trust
  Co., Trustee
Benchside & Co. - GE Cap.
  Asset
Maint. Master Trust
Client Service
One Enterprise Drive
N. Quincy, MA 02171-2126


                                         -36-


<PAGE>

                                             Class of                            Percent
Name and Address                               Shares           Amount of             of
of Record Owner             Name of Fund        Owned           Ownership          Class
<S>                          <C>                <C>            <C>                <C>

State Street Bank & Trust    Global Fund         A          134,169 shares        89.24%
  Co., as Trustee
Grampas & Co. Trust
FBO Sage Technology
Master Trust Client
  Service
1 Enterprise Drive
No. Quincy, MA 02171-2126

BHC Securities, Inc.
FAO 22417798
Attn: Mutual Funds Dept.    Global Fund         B              1,688 shares        8.54%
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-7042


State Street Bank & Trust    Global Fund         B             2,786 shares       14.10%
  Co.
C/F The IRA of Sharon L.
  Giever
825 Boswell Lane
Kalamazoo, MI 49005-5405

Lilburn H. Smith and         Global Fund         B              1,388 shares        6.77%
Alma B. Smith, as
Trustees
Lilburn H. Smith Fam.
Trust Dated 12/18/73
U/A/D 7-28-87
12151 Dale Street #C222
Stanton, CA. 90680-3844

State Street Bank & Trust    Global Fund         D            150,902 shares      42.63%
  Co., as
Trustee Eastmate & Co. Trust
FBO GE Capital Fleet
  Services
Master Trust Client
  Service
1 Enterprise Drive
No. Quincy, MA 02171-2126

Boatmen's First National    Global Fund         D            177,467 shares        50.14%
  Bank of
Kansas City,
  as Trustee
ERC Thrift Plan
P.O. Box 14737
St. Louis, MO 63178-4737



State Street Bank & Trust   Strategic Fund       A           193,587 shares      36.37%
  Co., as
Trustee Grampas & Co.
Trust
FBO Sage Technology
Master Trust Client
Service
1 Enterprise Drive
No. Quincy, MA 02171-2126



                                         -37-



<PAGE>

                                             Class of                            Percent
Name and Address                               Shares           Amount of             of
of Record Owner             Name of Fund        Owned           Ownership          Class
<S>                          <C>                <C>            <C>                <C>

State Street Bank & Trust   Strategic Fund       A           307,754 shares      57.83%
Co., as Trustee
Beamsail & Co.- Doubletree 
Master Trust Client
Service
1 Enterprise Drive
North Quincy, MA 02171-2126

State Street Bank &        Strategic Fund       D           464,550 shares      55.39%
  Trust Co.,
as Trustee Eastmate & Co.
FBO GE Capital Fleet
  Services
Master Trust Client
  Service
1 Enterprise Drive
No. Quincy, MA 02171-2126

State Street Bank & Trust   Strategic Fund       D           289,025 shares      34.46%
  Co., Trustee 
Benchside & Co., - GE Cap.
  Asset Maint.
Master Trust Client
  Service
One Enterprise Drive
N. Quincy, MA 02171-2126

State Street Bank & Trust   Equity Fund        A           335,982 shares       39.69%
  Co., as Trustee
Grampas & Co.
Trust FBO Sage
Technology
Master Trust Client
Service
1 Enterprise Drive
No. Quincy, MA 02171-2126



State Street Bank & Trust   Equity Fund        A             92,165 shares     11.18%
  Co.
F/B/O Beamspeed & Co.
BG Automotive Motors Inc.
Master Trust Client
Service
1 Enterprise Drive
No. Quincy, MA 02171-2126

State Street Bank & Trust   Equity Fund        A             369,814 shares     43.91%
  Co., as Trustee
Beamsail & Co.-
Doubletree 
Master Trust Client
Service
1 Enterprise Drive
No. Quincy, MA 02171-2126



                                         -38-



<PAGE>

                                             Class of                            Percent
Name and Address                               Shares           Amount of             of
of Record Owner             Name of Fund        Owned           Ownership          Class
<S>                          <C>                <C>            <C>                <C>

State Street Bank & Trust   Equity Fund          D         576,948 shares         8.81%
  Co., as Trustee
Eastmate & Co.
FBO GE Capital Fleet
  Services
Master Trust Client
  Services
1 Enterprise Drive
No. Quincy, MA 02171-2126

Montreal Trust Company,     Equity Fund          D         1,213,110 shares         18.53%
  as Trustee
The Air Canada Pension
  Trust Fund
U/A/D 10/1/72
1800 McGill College Avenue
Montreal, Quebec H3A

Bost & Co.                  Equity Fund          D           631,978 shares         9.65%
Mutual Fund Operations
1 Cabot Road
Medford, MA 02155-5158

State Street Bank & Trust   Equity Fund          D            640,151 shares         9.78%
  Co., Trustee
Benchside & Co. - GE Cap.
  Asset Maint.
Master Trust Client
Service
One Enterprise Drive
N. Quincy, MA 02171-2126

Clark & Co.                Equity Fund          D            668,928 shares         10.22%
FBO UT O C Tanner
  Pension
P. O. Box 39
Westerville, OH 43085-0039



State Street Bank         Money Market          --          8,761,294 shares        11.47%
 & Trust Co., as Trustee
Beamsail & Co. -
Doubletree
Master Trust Client
Service
1 Enterprise Drive
North Quincy, MA 02171-2126

State Street Bank         Money Market          --          7,835,261 shares        10.26%
 & Trust Co., as
Trustee
Eastmate & Co. Trust
FBO GE Capital Fleet
  Services
Master Trust Client
  Service
1 Enterprise Drive
No. Quincy, MA 02171-2126




                                         -39-



<PAGE>

                                             Class of                            Percent
Name and Address                               Shares           Amount of             of
of Record Owner             Name of Fund        Owned           Ownership          Class
<S>                          <C>                <C>            <C>                <C>

State Street Bank           International        A          253,272 shares        95.41%
 & Trust Co., as                    Fund
Trustee
Beamsail & Co. -
Doubletree
Master Trust Client
Service
1 Enterprise Drive
North Quincy, MA 02171-2126

BHC Securities, Inc.           International        B          746 shares        19.51%
FAO 22402626                           Fund
Attn:  Mutual
 Funds Dept.
One Commerce Square
2005 Market Street, 
  Suite 1200
Philadelphia, PA 19103-7042

State Street Bank              International        B          196 shares        5.13%
 & Trust Co.                           Fund
C/F The IRA of 
 Robert D. Miller
P. O. Box 1569
Clarkesville, GA 30523-1569

State Street Bank              International        B          323 shares        8.45%
 & Trust Co.                           Fund
C/F The SEP IRA of
 Tyrone Dale Hailey
1174 South Diamond Bar
Blvd.
  #522
Diamond Bar, CA 91765-2203

State Street Bank              International        B          285 shares        6.94%
 & Trust Co.                           Fund
C/F The IRA of
 Ada Marie Darling
748 Wheaton
Kalamazoo, MI 49008-1359

State Street Bank              International        B          218 shares        5.72%
 & Trust Co.                           Fund
C/F The Rollover IRA
of
  Robert A. Hackett
2130 Wisteria
Baton Rouge, LA 70606-5346



Leroy B. Daigle               International        B          312 shares        8.17%
1200 Mary Lee                          Fund
Franklin, LA 70536-3510  

Margaret L. Cape              International        B          220 shares        5.75%
5975 E. Pacific Coast                  Fund
  Hwy. #1
Long Beach, CA 90803-4950



                                         -40-



<PAGE>

                                             Class of                            Percent
Name and Address                               Shares           Amount of             of
of Record Owner             Name of Fund        Owned           Ownership          Class
<S>                          <C>                <C>            <C>                <C>

State Street Bank           International        B             211 shares          5.53%
 & Trust Co.                        Fund
C/F The IRA
of Antonio Reyes
1805 SW 97thTer.
Miramar, FL33025-1931

John H. Pender,           International        D           423,435 shares          16.68%
 as Trustee                        Fund
Aid Association
for Lutherans
4321 North Ballard Road
Appleton, WI 54919-0001

Aid Association           International        D           1,854,263 shares          73.05%
for Lutherans                     Fund
4321 North Ballard Road
Appleton, WI 54919-0001

State Street Bank           International        D           256,528 shares          10.11%
 & Trust Co.,                        Fund
 Trustee
Benchside & Co. - GE Cap.
  Asset Maint.
Master Trust
 Client Service
One Enterprise Drive
N. Quincy, MA 02171-2126

Ronald J. Felmus           International        C            17,241 shares          16.21%
 & Veta Felmus,                     Fund
 Trustees
Felmus Family
 Residual Trust
U/A/D 5/9/79
22 Pine Circle South
Belleair, FL 34616

General Electric Company      Government        A            2,308 shares             9.05%
2 Corporate Drive                   Fund
Shelton, CT 06484   



State Street Bank             Government        A           14,027 shares            54.98%
 & Trust Co.                       Fund
FBO Beamspeed and Co.
BG Automotive Motors
Master Trust
 Client Service
One Enterprise Drive
No. Quincy, MA 02171

Mary McKinney                 Government        A            4,187 shares             16.41%
Dawn M. Clark,                      Fund
joint tenants
1517 Forest Trail
Austin, TX 78703-3229

Arlyne R. Dryer,              Government        A            4,205 shares             16.48%
 Trustee                            Fund
Gene F. & Arlyne R.
Dryer Trust
U/A/D 2/10/87
12507 Pomerado Ct.
San Diego, CA 92128-2315




                                         -41-



<PAGE>

                                             Class of                            Percent
Name and Address                               Shares           Amount of             of
of Record Owner             Name of Fund        Owned           Ownership          Class
<S>                          <C>                <C>            <C>                <C>

General Electric              Government         B           2,293 shares         32.36%
Company                             Fund
2 Corporate Drive
Shelton, CT 06484

Charles DiPasquale            Government         B           2,523 shares         35.63%
3181 Holiday Spring                 Fund
 Blvd. Apt. #43
Margate, FL 33063-5464   

Don L. Nelson                 Government         B           1,284 shares         18.14%
150 S. Laurel Drive                 Fund
Margate, FL 33063-5370

Cathy Stockstill              Government         B             962 shares         13.59%
15149 Weddington St.                Fund
Sherman Oaks, CA 91411-3944

John R. Costantino            Government         C          44,020 shares         17.50%
and                                 Fund
Barbara C. Costantino
165-84 Street
Brooklyn, NY 11229-6604

Sandra L. Scherer and         Government         C          24,307 shares         9.67%
George E. Scherer II,               Fund
  as Trustees
  Sandra L. Scherer
  Revocable Trust
16301 Fairway Woods Drive
  #804
Ft Myers, FL 33908-5333

General Electric Company      Government         D        375,144 shares         63.88%
2 Corporate Drive                   Fund
Shelton, CT 06484

State Street Bank             Government         D        212,078 shares         36.11%
 & Trust Co., as Trustee           Fund
Eastwall & Co. Trust
FBO GE Consulting
Master Trust
Client Service
1 Enterprise Drive
No. Quincy, MA 02171-2126
</TABLE>


    As of December 29, 1995, the current Trustees and officers of each Fund, 
as a group, beneficially owned less than 1% of each Fund's outstanding shares 
other than the Government Fund.  As of that same date, the current Trustees 
and officers of each Fund, as a group, beneficially owned 5.05% of the 
outstanding shares of the Government Fund.

                                        -42-



<PAGE>

                          ADDITIONAL INFORMATION

    The Trust was organized as an unincorporated business trust under the laws 
of The Commonwealth of Massachusetts  pursuant to a Declaration of Trust dated 
August 10, 1992, as amended from time to time (the "Declaration").  The 
Government Fund and the International Fund were added as series of the Trust 
pursuant to an amendment to the Declaration on March 1, 1994.  The Mid-Cap 
Fund and the International Income Fund are newly added series of the Trust 
which were established pursuant to an amendment to the Declaration on June 17, 
1994.  In the interest of economy and convenience, certificates representing 
shares of a Fund are not physically issued.  State Street maintains a record 
of each shareholder's ownership of shares of a Fund.

    Massachusetts law provides that shareholders of the Funds could, under 
certain circumstances be held personally liable for the obligations of the 
Trust.  The Declaration disclaims shareholder liability for acts or 
obligations of the Trust, however, and requires that notice of the disclaimer 
be given in each agreement, obligation or instrument entered into or executed 
by the Trust or a Trustee of the Trust.  The Declaration provides for 
indemnification from the property of a Fund for all losses and expenses of any 
shareholder of the Fund held personally liable for the obligations of the 
Fund.  Thus, the risk of a shareholder of a Fund's incurring financial loss on 
account of shareholder liability is limited to circumstances in which the Fund 
would be unable to meet its obligations, a possibility that the Trust's 
management believes is remote.  Upon payment of any liability incurred by a 
Fund, the shareholder paying the liability will be entitled to reimbursement 
from the general assets of the Fund.  The Trustees intend to conduct the 
operations of the Trust and the Funds in such a way so as to avoid, as far as 
practicable, ultimate liability of the shareholders for liabilities of the 
Funds.

                                     COUNSEL

    Willkie Farr & Gallagher, 153 East 53rd Street, New York, New York 10022, 
serves as counsel for the Trust.

                             INDEPENDENT ACCOUNTANTS

    Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110, 
serves as independent accountants of the Trust.

                             FINANCIAL STATEMENTS

    The Annual Report, dated September 30, 1995, which either accompanies this 
Statement of Additional Information or has previously been provided to the 
person to whom this Statement of Additional

                                        -43-



<PAGE>

Information is being sent, is incorporated herein by reference with respect to 
all information other than the information set forth in the Letter to 
Shareholders included therein.  The Trust will furnish, without charge, a copy 
of the Annual Report, upon request to the Trust at P.O. Box 120065, Stamford, 
CT 06912-0065, (203) 326-4040.


                                        -44-



<PAGE>



                                     APPENDIX

                               DESCRIPTION OF RATINGS

COMMERCIAL PAPER RATINGS

    The rating A-1+ is the highest, and A-1 the second highest commercial 
paper rating assigned by S&P.  Paper rated A-1+ must have either the direct 
credit support of an issuer or guarantor that possesses excellent long-term 
operating and financial strength combined with strong liquidity 
characteristics (typically, such issuers or guarantors would display credit 
quality characteristics that would warrant a senior bond rating of AA or 
higher) or the direct credit support of an issuer or guarantor that possesses 
above average long-term fundamental operating and financing capabilities 
combined with ongoing excellent liquidity characteristics.  Paper rated A-1 
must have the following characteristics:  liquidity ratios are adequate to 
meet cash requirements; long-term senior debt is rated A or better; the issuer 
has access to at least two additional channels of borrowing; basic earnings 
and cash flow have an upward trend with allowance made for unusual 
circumstances; typically, the issuer's industry is well established and the 
issuer has a strong position within the industry; and the reliability and 
quality of management are unquestioned.  Capacity for timely payment on issues 
rated A-2 is satisfactory.  However, the relative degree of safety is not as 
high as issues designated "A-1."

    The rating Prime-1 is the highest commercial paper rating assigned by 
Moody's.  Among the factors considered by Moody's in assigning ratings are the 
following:  (a) evaluation of the management of the issuer; (b) economic 
evaluation of the issuer's industry or industries and an appraisal of 
speculative-type risks that may be inherent in certain areas; (c) evaluation 
of the issuer's products in relation to competition and customer acceptance; 
(d) liquidity; (e) amount and quality of long-term debt; (f) trend of earnings 
over a period of ten years; (g) financial strength of parent company and the 
relationships that exist with the issue; and (h) recognition by the management 
of obligations that may be present or may arise as a result of public interest 
questions and preparations to meet the obligations.

    Issuers rated Prime-2 (or supporting institutions) have a strong ability 
for repayment of senior short-term debt obligations.  This normally will be 
evidenced by many of the characteristics cited above, but to a lesser degree.  
Earnings trends and coverage ratios, while sound, may be more subject to 
variation.  Capitalization characteristics, while still appropriate, may be 
more affected by external conditions.  Ample alternate liquidity is 
maintained.  

                                        -A-1-



<PAGE>


    Short-term obligations, including commercial paper, rated A-1+ by IBCA 
Limited or its affiliate IBCA Inc. are obligations supported by the highest 
capacity for timely repayment.  Obligations rated A-1 have a very strong 
capacity for timely repayment.  Obligations rated A-2 have a strong capacity 
for timely repayment, although that capacity may be susceptible to adverse 
changes in business, economic and financial conditions.

    Fitch Investors Services, Inc. employs the rating F-1+ to indicate issues 
regarded as having the strongest degree of assurance of timely payment.  The 
rating F-1 reflects an assurance of timely payment only slightly less in 
degree than issues rated F-1+, while the rating F-2 indicates a satisfactory 
degree of assurance of timely payment although the margin of safety is not as 
great as indicated by the F-1+ and F-1 categories.

    Duff & Phelps Inc. employs the designation of Duff 1 with respect to top 
grade commercial paper and bank money instruments.  Duff 1+ indicates the 
highest certainty of timely payment:  short-term liquidity is clearly 
outstanding and safety is just below risk-free U.S. Treasury short-term 
obligations.  Duff 1- indicates high certainty of timely payment.  Duff 2 
indicates good certainty of timely payment; liquidity factors and company 
fundamentals are sound.

    Thompson BankWatch Inc. employs the rating TBW-1 to indicate issues having 
a very high degree of likelihood of timely payment.  TBW-2 indicates a strong 
degree of safety regarding timely payment, however, the relative degree of 
safety is not as high as for issues rated TBW-1.  While the rating TBW-3 
indicates issues that are more susceptible to adverse developments than 
obligations with higher ratings, capacity to service principal and interest in 
a timely fashion is considered adequate.  The lowest rating category is TBW-4; 
this rating is regarded as non-investment grade and, therefore, speculative.

    Various NRSROs utilize rankings within ratings categories indicated by a 
plus or minus sign.  The Funds, in accordance with industry practice, 
recognize such ratings within categories or gradations, viewing for example 
S&P's ratings of A-1+ and A-1 as being in S&P's highest rating category.

DESCRIPTION OF S&P CORPORATE BOND RATINGS

    AAA -- This is the highest rating assigned by S&P to a bond and indicates 
an extremely strong capacity to pay interest and repay principal.

    AA -- Bonds rated AA have a very strong capacity to pay interest and repay 
principal and differ from AAA issues only in small degree.

                                        -A-2-



<PAGE>

    A -- Bonds rated A have a strong capacity to pay interest and repay 
principal although they are somewhat more susceptible to the adverse effects 
of changes in circumstances and economic conditions than debt in higher rated 
categories.
     BBB -- Bonds rated BBB have an adequate capacity to pay interest and 
repay principal.  Adverse economic conditions or changing circumstances are 
more likely to lead to a weakened capacity to pay interest and repay principal 
for bonds in this category (even though they normally exhibit adequate 
protection parameters) than for bonds in higher rated categories.

    BB, B and CCC -- Bonds rated BB and B are regarded, on balance, as 
predominately speculative with respect to capacity to pay interest and repay 
principal in accordance with the terms of the obligation.  BB represents a 
lower degree of speculation than B, and CCC the highest degree of speculation.  
While such bonds will likely have some quality and protective characteristics, 
these are outweighed by large uncertainties or major risk exposures to adverse 
conditions.

    To provide more detailed indications of credit quality, the ratings from 
AA to B may be modified by the addition of a plus or minus sign to show 
relative standing within this major rating category.

DESCRIPTION OF MOODY'S CORPORATE BOND RATINGS

    Aaa -- Bonds that are rated Aaa are judged to be of the best quality.  
They carry the smallest degree of investment risk and are generally referred 
to as "gilt edge." Interest payments are protected by a large or exceptionally 
stable margin and principal is secure.  While the various protective elements 
are likely to change, such changes as can be visualized are most unlikely to 
impair the fundamentally strong position of such issues.

    Aa -- Bonds that are rated Aa are judged to be of high quality by all 
standards.  Together with the Aaa group they comprise what are generally known 
as high grade bonds.  They are rated lower than the best bonds because margins 
of protection may not be as large as in Aaa securities or fluctuation of 
protective elements may be of greater amplitude or there may be other elements 
present that make the long-term risks appear somewhat larger than in Aaa 
securities.

    A -- Bonds that are rated A possess favorable investment attributes and 
are to be considered as upper medium grade obligations.  Factors giving 
security to principal and interest are considered adequate, but elements may 
be present that suggest a susceptibility to impairment sometime in the future.

    Baa -- Bonds that are rated Baa are considered as medium-grade 
obligations, that is, they are neither highly  protected nor poorly

                                        -A-3-


<PAGE>

secured.  Interest payments and principal security appear adequate for the 
present but certain protective elements may be lacking or may be 
characteristically unreliable over any great length of time.  Such bonds lack 
outstanding investment characteristics and in fact have speculative 
characteristics as well.

    Ba -- Bonds that are rated Ba are judged to have speculative elements; 
their future cannot be considered as well assured.  Often the protection of 
interest and principal payments may be very moderate and thereby not well 
safeguarded during both good and bad times over the future.  Uncertainty of 
position characterizes bonds in this class.

    B -- Bonds that are rated B generally lack characteristics of desirable 
investments.  Assurance of interest and principal payments or of maintenance 
of other terms of the contract over any long period of time may be small.

    Caa -- Bonds that are rated Caa are of poor standing.  These issues may be 
in default, or present elements of danger may exist with respect to principal 
or interest.

    Moody's applies numerical modifiers (1, 2 and 3) with respect to the bonds 
rated Aa through B, The modifier 1 indicates that the bond being rated ranks 
in the higher end of its generic rating category; the modifier 2 indicates a 
mid-range ranking; and the modifier 3 indicates that the bond ranks in the 
lower end of its generic rating category.

DESCRIPTION OF S&P MUNICIPAL BOND RATINGS

    AAA -- Prime -- These are obligations of the highest quality.  They have 
the strongest capacity for timely payment of debt service.

    General Obligation Bonds -- In a period of economic stress, the issuers 
will suffer the smallest declines in income and will be least susceptible to 
autonomous decline.  Debt burden is moderate.  A strong revenue structure 
appears more than adequate to meet future expenditure requirements.  Quality 
of management appears superior.

    Revenue Bonds -- Debt service coverage has been, and is expected to 
remain, substantial.  Stability of the pledged revenues is also exceptionally 
strong due to the competitive position of the municipal enterprise or to the 
nature of the revenues.  Basic security provisions (including rate covenant, 
earnings test for issuance of additional bonds, debt service reserve 
requirements) are rigorous.  There is evidence of superior management.

     AA -- High Grade -- The investment characteristics of bonds in this group 
are only slightly less marked than those of the prime

                                        -A-4-


<PAGE>

quality issues.  Bonds rated AA have the second strongest capacity for payment 
of debt service.

    A -- Good Grade -- Principal and interest payments on bonds in this 
category are regarded as safe although the bonds are somewhat more susceptible 
to the adverse effects of changes in circumstances and economic conditions 
than bonds in higher rated categories.  This rating describes the third 
strongest capacity for payment of debt service.  The ratings differ from the 
two higher ratings of municipal bonds, because:

    General Obligations Bonds -- There is some weakness, either in the local 
economic base, in debt burden, in the balance between revenues and 
expenditures, or in quality of management.  Under certain adverse 
circumstances, any one such weakness might impair the ability of the issuer to 
meet debt obligations at some future date.

    Revenue Bonds -- Debt service coverage is good, but not exceptional.  
Stability of the pledged revenues could show some variations because of 
increased competition or economic influences on revenues.  Basic security 
provisions, while satisfactory, are less stringent.  Management performance 
appears adequate.

    BBB -- Medium Grade -- Of the investment grade ratings, this is the 
lowest.  Bonds in this group are regarded as having an adequate capacity to 
pay interest and repay principal.  Adverse economic conditions or changing 
circumstances are more likely to lead to a weakened capacity to pay interest 
and repay principal for bonds in this category (even though they normally 
exhibit adequate protection parameters) than for bonds in higher rated 
categories.

    General Obligation Bonds -- Under certain adverse conditions, several of 
the above factors could contribute to a lesser capacity for payment of debt 
service.  The difference between A and BBB ratings is that the latter shows 
more than one fundamental weakness, or one very substantial fundamental 
weakness, whereas, the former shows only one deficiency among the factors 
considered.

    Revenue Bonds -- Debt coverage is only fair.  Stability of the pledged 
revenues could show substantial variations, with the revenue flow possibly 
being subject to erosion over time.  Basic security provisions are no more 
than adequate.  Management performance could be stronger.

     BB, B, CCC and CC -- Bonds rated BB, B, CCC and CC are regarded, on 
balance, as predominately speculative with respect to capacity to pay interest 
and repay principal in accordance with the terms of the obligation.  BB 
includes the lowest degree of speculation and CC the highest degree of 
speculation.  While these bonds will likely have some

                                        -A-5-


<PAGE>

quality and protective characteristics, these characteristics are outweighed by 
large uncertainties or major risk exposures to adverse conditions.

    C -- The rating C is reserved for income bonds on which no interest is 
being paid.

    D -- Bonds rated D are in default, and payment of interest and/or 
repayment of principal is in arrears.

    S&P's letter ratings may be modified by the addition of a plus or a minus 
sign, which is used to show relative standing within the major rating 
categories, except in the AAA-Prime Grade category.

DESCRIPTION OF S&P MUNICIPAL NOTE RATINGS

    Municipal notes with maturities of three years or less are usually given 
note ratings (designated SP-1, -2 or -3) to distinguish more clearly the 
credit quality of notes as compared to bonds.  Notes rated SP-1 have a very 
strong or strong capacity to pay principal and interest.  Those issues 
determined to possess overwhelming safety characteristics are given the 
designation of SP-1+.  Notes rated SP-2 have satisfactory capacity to pay 
principal and interest.

DESCRIPTION OF MOODY'S MUNICIPAL BOND RATINGS

    Aaa -- Bonds that are rated Aaa are judged to be the best quality.  They 
carry the smallest degree of investment risk and are generally referred to as 
"gilt edge."  Interest payments are protected by a large or by an 
exceptionally stable margin and principal is secure.  While the various 
protective elements are likely to change, such changes as can be visualized 
are most unlikely to impair the fundamentally strong position of such issues.

    Aa -- Bonds that are rated Aa are judged to be of high quality by all 
standards.  Together with the Aaa group they comprise what are generally known 
as high grade bonds.  They are rated lower than the best bonds because margins 
of protection may not be as large as in Aaa securities, or fluctuation of 
protective elements may be of greater amplitude, or there may be other 
elements present that make the long-term risks appear somewhat larger than in 
Aaa securities.

     A -- Bonds that are rated A possess many favorable investment attributes 
and are to be considered as upper medium grade obligations.  Factors giving 
security to principal and interest are considered adequate, but elements may 
be present that suggest a susceptibility to impairment sometime in the future.


                                        -A-6-


<PAGE>


    Baa -- Bonds that are rated Baa are considered as medium grade 
obligations, that is, they are neither highly protected nor poorly secured.  
Interest payments and principal security appear adequate for the present but 
certain protective elements may be lacking or may be characteristically 
unreliable over any great length of time.  Such bonds lack outstanding 
investment characteristics and in fact have speculative characteristics as 
well.

    Ba -- Bonds that are rated Ba are judged to have speculative elements; 
their future cannot be considered as well assured.  Often the protection of 
interest and principal payments may be very moderate and thereby not well 
safeguarded during both good and bad times over the future.  Uncertainty of 
position characterize bonds in this class.

    B -- Bonds that are rated B generally lack characteristics of the 
desirable investment.  Assurance of interest and principal payments or of 
maintenance of other terms of the contract over any long period of time may be 
small.

    Caa -- Bonds that are rated Caa are of poor standing.  Such issues may be 
in default or there may be present elements of danger with respect to 
principal or interest.

    Ca -- Bonds that are rated Ca represent obligations that are speculative 
in a high degree.  Such issues are often in default or have other marked 
shortcomings.

    C -- Bonds that are rated C are the lowest rated class of bonds, and 
issues so rated can be regarded as having extremely poor prospects of ever 
attaining any real investment standing.

    Moody's applies the numerical modifiers 1, 2 and 3 in each generic rating 
classification from Aa through B.  The modifier 1 indicates that the security 
ranks in the higher end of its generic ratings category; the modifier 2 
indicates a mid-range ranking; and the modifier 3 indicates that the issue 
ranks in the lower end of its generic ratings category.

DESCRIPTION OF MOODY'S MUNICIPAL NOTE RATINGS

    Moody's ratings for state and municipal notes and other short-term loans 
are designated Moody's Investment Grade (MIG) and for variable rate demand 
obligations are designated Variable Moody's Investment Grade (VMIG).  This 
distinction recognizes the differences between short-term credit risk and 
long-term risk.  Loans bearing the designation MIG 1/VMIG 1 are the best 
quality, enjoying strong protection from established cash flows of funds for 
their servicing or from established and broad-based access to the market for 
refinancing, or both.  Loans bearing the designation MIG 2/VMIG 2 are of high 

                                        -A-7-


<PAGE>

quality, with margins of protection ample, although not as large as the 
preceding group.  Loans bearing the designation MIG 3/VMIG3 are of favorable 
quality, with all security elements accounted for but lacking the undeniable 
strength of the higher grades.  Market access for refinancing, in particular, 
is likely to be less well established.  Loans bearing the designation MIG 
4/VMIG 4 are of adequate quality.  Protection commonly regarded as required of 
an investment security is present and although not distinctly or predominantly 
speculative, there is specific risk.


                                        -A-8-



<PAGE>

                                       PART C

                                 OTHER INFORMATION

Item 24.    Financial Statements and Exhibits

    (a)  Financial Statements (for each of GE International Equity Fund 
("International Fund"), GE Global Equity Fund ("Global Fund"), GE U.S. Equity 
Fund ("U.S. Equity Fund"), GE Strategic Investment Fund ("Strategic Fund"), GE 
Tax-Exempt Fund ("Tax-Exempt Fund"), GE Fixed Income Fund ("Income Fund"), GE 
Short-Term Government Fund ("Government Fund") and GE Money Market Fund 
("Money Market Fund") (collectively with GE International Fixed Income Fund 
("International Income Fund") and GE Mid-Cap Growth Fund ("Mid-Cap Fund"), the 
"Funds")):

(1)        Financial Highlights for the period ended September 
           30, 1993, and for the fiscal years ended September 30, 1994 and 
           September 30, 1995.

(2)        Statement of Assets and Liabilities as of September 30, 
           1995. **

(3)        Statement of Operations for the fiscal year ended 
           September 30, 1995. **

(4)        Statement of Changes in Net Assets for the fiscal years 
           ended September 30, 1994 and September 30, 1995. **

(5)        Changes in Fund Shares for the fiscal years ended 
           September 30, 1994 and September 30, 1995. **

(6)        Notes to Financial Statements. **

(7)        Schedule of Investments as of September 30, 1995. **

(8)        Notes to Schedules of Investments. **

(9)        Report of Independent Accountants.**




_______________

**    Incorporated by reference to the Trust's Annual Report to shareholders 
      for the period ended September 30, 1995.

                                        -C-1-


<PAGE>


(b) Exhibits:

      Exhibit No.     Description of Exhibit

         1(a)         Declaration of Trust*

         1(b)         Certificate of Amendment of Declaration of Trust and 
                      Change of Series Designation*

         1(c)         Form of Amendment to Declaration of Trust to add 
                      Government Fund and International Fund*

          1(d)        Form of Amendment to Declaration of Trust to add 
                      Mid-Cap Fund and Bond Fund*

          2           By-Laws*

          3           Inapplicable

          4           Written Plan Adopted pursuant to Rule 18f-3 under the 
                      Investment Company Act of 1940, as amended.*

          5(a)        Form of Investment Advisory and Administration 
                      Agreement*

          5(b)        Form of Investment Advisory Agreement for Government 
                      Fund and International Fund*

          5(c)        Form of Investment Advisory Agreement for Mid-Cap 
                      Fund and International Income Fund*

          6           Form of Distribution Agreement, as amended*

          7           Inapplicable

          8           Form of Custodian Contract*

         9(a)         Form of Transfer Agency and Service Agreement*

         9(b)         Form of Administration Agreement for Government Fund 
                      and International Fund*

         9(c)         Form of Administration Agreement for Mid-Cap Fund 
                      and International Income Fund*
______________

*  Previously filed.

                                        -C-2-


<PAGE>


    10        Opinion of Willkie Farr & Gallagher including 
              consent*

    10(b)     Opinion of Bingham, Dana & Gould, including consent*

    11        Consent of Price Waterhouse LLP

    12        Inapplicable

    13(a)     Purchase Agreement*

    13(b)     Form of Purchase Agreement for Government Fund and International 
              Fund*

    13(c)     Form of Purchase Agreement for Mid-Cap Fund and International 
              Income Fund*

    14        Inapplicable

    15(a)     Form of Amended and Restated Shareholder Servicing and 
              Distribution Plan*

    15(b)     Form of Shareholder Servicing and Distribution Plan for 
              Government Fund*

    15(c)     Form of Amended and Restated Shareholder Servicing and 
              Distribution Agreement*

    15(d)     Form of Shareholder Servicing and Distribution Agreement for 
              Government Fund*

    16        Schedule of computation of performance data information


______________________

*    Previously filed

                                        -C-3-



<PAGE>


Item 25.    Persons Controlled by or Under Common Control
            with Registrant                              

    See item 28.

Item 26.    Number of Holders of Securities


                              Number of Record
    Title of Class            Holders as of December 29, 1995

    Shares representing
    beneficial interests,
    par value $.001 per share
    of:

    Global Fund - Class A                205
    Global Fund - Class B                 97
    Global Fund - Class C              3,853
    Global Fund - Class D                 21
    International Fund - Class A         104
    International Fund - Class B          41
    International Fund - Class C         285
    International Fund - Class D          23
    U.S. Equity Fund - Class A           260
    U.S. Equity Fund - Class B           372
    U.S. Equity Fund - Class C         3,506
    U.S. Equity Fund - Class D            43
    Strategic Fund - Class A             170
    Strategic Fund - Class B             193
    Strategic Fund - Class C           2,350
    Strategic Fund - Class D              25
    Tax-Exempt Fund - Class A             36
    Tax-Exempt Fund - Class B             46
    Tax-Exempt Fund - Class C            730
    Tax-Exempt Fund - Class D              9
    Income Fund - Class A                 52
    Income Fund - Class B                 59
    Income Fund - Class C              1,690
    Income Fund - Class D                 29
    Government Fund - Class A             25
    Government Fund - Class B             13
    Government Fund - Class C            168
    Government Fund - Class D             12
    Money Market Fund                  5,012

                                        -C-4-


<PAGE>

    There will be no holders of the shares of beneficial interest, par value 
$.001 per share, of the International Income Fund and the Mid-Cap Fund on the 
date this Registration Statement becomes effective.

 Item 27.    Indemnification

    Reference is made to Article IV of the Declaration of Trust of GE Funds 
("Registrant") filed as Exhibit 1 to this Registra-tion Statement.  Insofar as 
indemnification for liability arising under the Securities Act of 1933, as 
amended (the "Securities Act"), may be permitted for Trustees, officers and 
controlling persons of Registrant pursuant to provisions of Registrant's 
Declaration of Trust, or otherwise, Registrant has been advised that, in the 
opinion of the Securities and Exchange Commission, such indemnification is 
against public policy as expressed in the Securities Act and is, therefore, 
unenforceable.  In the event that a claim for indemnification against such 
liabilities (other than the payment by Registrant of expenses incurred or paid 
by a Trustee, officer, or controlling person of Registrant in the successful 
defense of any action, suit or proceeding) is asserted by such Trustee, 
officer or controlling person in connection with the securities being 
registered, Registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against public 
policy as expressed in the Securities Act and will be governed by the final 
adjudication of such issue.

Item 28.  Business and Other Connections of Investment Adviser

    Reference is made to "Management of the Trust" in the Prospectus forming 
Part A, and "The Management of the Trust" in the Statement of Additional 
Information forming Part B, of this Registration Statement.

    The list required by this Item 28 of officers and directors of GEIM, 
together with information as to any other business, profession, vocation or 
employment of a substantial nature engaged in by those officers and directors 
during the past two years, is incorporated by reference to Schedules A and D 
of Form ADV filed by GEIM pursuant to the Investment Advisers Act of 1940, as 
amended (SEC File No. 801-31947).

Item 29.        Principal Underwriters

    (a)  GE Investment Services Inc. ("GEIS") also serves as distributor for 
Elfun Tax-Exempt Income Fund, Elfun Income Fund, Elfun Global Fund, Elfun 
Money Market Fund, Elfun Trusts and Elfun Diversified Fund.

    (b)  The information required by this Item 29 with respect to each 
director and Officer of GEIS is incorporated by reference to Schedule A 

                                        -C-5-



<PAGE>

of 
Form BD filed by GEIS pursuant to the Securities Exchange Act of 1934 (SEC 
File No. 8-45710).

    (c)  Inapplicable.

Item 30.    Location of Accounts and Records

    All accounts, books and other documents required to be maintained by 
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940, as 
amended (the "1940 Act"), and the rules thereunder, are maintained at the 
offices of: Registrant located at 3003 Summer Street, Stamford, Connecticut 
06905; State Street Bank and Trust Company ("State Street"), Registrant's 
custodian and transfer agent, located at 225 Franklin Street, Boston, 
Massachusetts 02101; and Boston Financial Data Services, Inc., a subsidiary of 
State Street, located at 2 Heritage Drive, Quincy, Massachusetts 02171.


Item 31.    Management Services

    Inapplicable.

Item 32.    Undertakings

    (a)    Registrant undertakes to call a meeting of the shareholders of each 
Fund for the purpose of voting upon the question of removal of a trustee or 
trustees of Registrant when requested in writing to do so by the holders of at 
least 10% of Registrant's outstanding shares and, in connection with the 
meeting, to comply with the provisions of Section 16(c) of the 1940 Act 
relating to communications with the shareholders of certain common-law trusts.

    (b)    Not applicable.

    (c)    Registrant undertakes to furnish each person to whom a prospectus 
is delivered with a copy of the Registrant's latest annual report to 
shareholders, upon request and without charge.


                                        -C-6-



<PAGE>


                                    SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933, as 
amended, and the Investment Company Act of 1940, as amended, Registrant 
certifies that it meets all of the requirements for effectiveness of this 
Registration Statement pursuant to Rule 485(b) under the Securities Act of 
1933 and has duly caused this Amendment to its Registration Statement to be 
signed on its behalf by the undersigned, thereunto duly authorized, in the 
City of Stamford, State of Connecticut, on the 25th day of January, 1996.

                    By:/s/ Michael J. Cosgrove
                           Michael J. Cosgrove
                           President and Chairman
                            of the Board

        Pursuant to the requirements of the Securities Act of 1933, as 
amended, this Amendment to Registrant's Registration Statement on Form N-1A 
has been signed below by the following persons in the capacities and on the 
dates indicated.



Signature                               Title                    Date


/s/ Michael J. Cosgrove                                      January 25, 1996
    Michael J. Cosgrove            President and
                              Chairman of the Board
                            (Chief Executive Officer)



/s/ Alan M. Lewis                                            January 25, 1996
    Alan M. Lewis           Executive Vice President
    and Trustee


/s/ John Costantino                                           January 25, 1996
    John Costantino                   Trustee



/s/ William Lucas                                             January 25, 1996
    William Lucas                     Trustee



/s/ Robert Quinn                                               January 25, 1996
    Robert Quinn                      Trustee



/s/ Jeffrey A. Groh                                            January 25, 1996
    Jeffrey A. Groh                  Treasurer
                               (Chief Financial and
                                Accounting Officer)



<PAGE>

INDEX TO EXHIBITS

                                                      Page Number in
                                                   Sequential Numbering
 Exhibit No.        Description of Exhibit                 Sequence

    1(a)        Declaration of Trust*    
    1(b)        Certificate of Amendment of 
                Declaration of Trust and Change 
                of Series Designation*    
    1(c)        Form of Amendment to Declaration 
                of Trust to add Government Fund 
                and International Fund*    
    2           By-Laws*    
    4           Written Plan Adopted Pursuant to
                Rule 18f-3 under the Investment 
                Company Act of 1940, as amended*    
    5(a)        Form of Investment Advisory and 
                Administration Agreement*    
    5(b)        Form of Investment Advisory 
                Agreement for Government Fund 
                and International Fund*    
    6           Form of Distribution Agreement, 
                as amended*    
    8           Form of Custodian Contract*    
    9(a)        Form of Transfer Agency and 
                Service Agreement*    
    9(b)        Form of Administration Agreement 
                for Government Fund and 
                International Fund*    
    10          Opinion of Willkie Farr & Gallagher,
                including consent*    
    10(b)       Opinion of Bingham, Dana & Gould, 
                including consent*    
    11          Consent of Price Waterhouse LLP    
    13(a)       Purchase Agreement*    
    13(b)       Form of Purchase Agreement for 
                Government Fund and International Fund*    
    15(a)       Form of Amended and Restated 
                Shareholder Servicing and 
                Distribution Plan*    


    15(b)       Form of Shareholder Servicing and 
                Distribution Plan for Government Fund*    
    15(c)       Form of Amended and Restated Shareholder 
                Servicing and Distribution Agreement*    
    15(d)       Form of Shareholder Servicing 
                and Distribution Agreement for 
                Government Fund*    
    16          Schedule of computation of performance 
                data information    

__________________________

*      Previously filed.


<PAGE>

                                   EXHIBIT 11

                         Consent of Price Waterhouse LLP



<PAGE>

                      CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Prospectus and 
Statement of Additional Information constituting parts of this Post-Effective 
Amendment No. 17 to the Registration Statement on Form N-1A (the "Registration 
Statement") of our report dated November 10, 1995, relating to the financial 
statements and financial highlights appearing in the September 30, 1995 Annual 
Report to Shareholders of GE Funds which is also incorporated by reference into 
the Registration Statement.  We also consent to the references to us under the 
headings "Independent Accountants" in the Statement of Additional Information 
and "Financial Highlights" in the Prospectus.


PRICE WATERHOUSE LLP
Boston, Massachusetts
January 26, 1996




<PAGE>

                                 EXHIBIT 16


             Statement of computation of performance data



<PAGE>

GE U.S. EQUITY FUND

Calculation of 1995 Total Return

This method compares a fund's net asset value (NAV), at the beginning and end 
of a period with the results being expressed as a percent of the beginning net 
asset value. The net asset value is adjusted to reflect the compounding effect 
of reinvesting dividends as well as capital gains distributions, if any. 
Dividends and distributions are reinvested on the ex-dividend date at the 
Ex-dividend NAV.

The following computation illustrates this methology for 1995.

Factual Data

<TABLE>
<CAPTION>

                                  CLASS A      CLASS B       CLASS C        CLASS D

<S>                               <C>           <C>           <C>            <C>
1.Opening NAV                     16.12        16.03         16.13          16.16

2.Closing NAV 9/30/95             20.28        19.71         19.98          19.98

3.Income Distributions

        Ex Date                  12/28/94      12/28/94      12/28/94       12/28/94
        Amount / Unit             0.08953       0.37096       0.37514        0.43867
        NAV on ex-date           15.80         15.41         15.54          15.51

        Income Sources
        Ordinary Income           0             0.28143       0.28561        0.34914
        Long Term Capital Gains   0.08953       0.08953       0.08953        0.08953

Computation

                   CLASS A                              CLASS C
                   <C>                                  <C>
     =        (15.80+.0895)   x(20.28)  -1     =     (15.54+.3751)   x(19.98)   -1
                  16.12         15.80                    16.13         15.54
     =          0.986         x 1.279   -1     =       0.987         x 1.286    -1

     =           .265 or 26.52% Rounded        =        .269 or 26.86% Rounded

                   CLASS B                              CLASS D
                   <C>                                  <C>
     =        (15.41+.3710)   x(19.71)  -1     =     (15.51+.4387)   x(19.98)   -1
                  16.03         15.41                    16.16         15.51
     =          0.984         x 1.279   -1     =       0.987         x 1.288    -1

     =           .259 or  25.92% Rounded       =       1.27 or  27.14% Rounded


</TABLE>

<PAGE>

GE GLOBAL EQUITY FUND

Calculation of 1995 Total Return

This method compares a fund's net asset value (NAV), at the beginning and end 
of a period with the results being expressed as a percent of the beginning net 
asset value. The net asset value is adjusted to reflect the compounding effect 
of reinvesting dividends as well as capital gains distributions, if any. 
Dividends and distributions are reinvested on the ex-dividend date at the 
Ex-dividend NAV.

The following computation illustrates this methology for 1995.

Factual Data

<TABLE>
<CAPTION>
                         CLASS A         CLASS B           CLASS C          CLASS D
                       ______________________________________________________________

<S>                       <C>            <C>                <C>              <C>

1. Opening NAV             19.34           19.32            19.40             19.45

2. Closing NAV 9/30/95     20.18           20.14            20.31             20.37

3. Income Distributions

         Ex Date          12/28/94      12/28/94         12/28/94           12/28/94
         Amount / Unit     0.47921       0.40549          0.47366            0.51653
         NAV on ex-date      17.76         17.79            17.84              17.85

         INCOME SOURCES
         Ordinary Income   0.09299       0.01927          0.08744            0.13031
         Long Term
         Capital Gains     0.38622       0.38622          0.38622            0.38622

Computation

                 CLASS A                                  CLASS C
                   <C>                                  <C>
     =      (17.76+.4792)   x(20.18)   -1     =      (17.84+.4737)    x(20.31)   -1
                19.34         17.76                      19.40          17.84
     =           0.943      x 1.136    -1     =        0.944          x 1.138    -1

     =            .072 or 7.16% Rounded       =         .075 or 7.47% Rounded

                CLASS B                                   CLASS D
                   <C>                                  <C>
     =      (17.79+.4055)   x(20.14)   -1     =      (17.85+.5165)    x(20.37)   -1
                19.32         17.79                   19.45             17.85
     =        0.942         x 1.132    -1     =        0.944          x 1.141    -1

     =         .066 or  6.62% Rounded         =         .078 or  7.76% Rounded
</TABLE>

<PAGE>

GE INTERNATIONAL EQUITY FUND

Calculation of 1995 Total Return

This method compares a fund's net asset value (NAV), at the beginning and end 
of a period with the results being expressed as a percent of the beginning net 
asset value. The net asset value is adjusted to reflect the compounding effect 
of reinvesting dividends as well as capital gains distributions, if any. 
Dividends and distributions are reinvested on the ex-dividend date at the Ex-
dividend NAV.

The following computation illustrates this methology for 1995.

Factual Data

<TABLE>
<CAPTION>
                             CLASS A           CLASS B        CLASS C      CLASS D
                           ________________________________________________________

<S>                           <C>                <C>           <C>          <C>

1.Opening NAV                 15.18             15.13         15.19        15.22

2.Closing NAV 9/30/95         15.87             15.77         15.88        15.94

3.Income Distributions

       Ex Date              12/28/94          12/28/94      12/28/94     12/28/94
       Amount / Unit         0.04388           0.01395       0.08453      0.09881
       NAV on ex-date          14.33             14.30         14.31        14.34

       INCOME SOURCES
       Ordinary Income       0.04388           0.01395       0.08453      0.09881
       Long Term Capital
       Gains                   0                 0             0            0

Computation

                 CLASS A                               CLASS C
                   <C>                                  <C>
     =       (14.33+.0439)   x(15.87)    -1    =     (14.31+.0845)   x(15.88)   -1
                 15.18         14.33                      15.19        14.31
     =         0.947         x 1.107     -1    =       0.948         x 1.110    -1

     =          .049 or  4.87% Rounded         =        .052or  5.16% Rounded

                CLASS B                                CLASS D
                   <C>                                  <C>
     =       (14.30+.0140)   x(15.77)    -1    =     (14.31+.0988)   x(15.94)   -1
                  15.13        14.30                  15.22            14.31
     =             0.946     x 1.103     -1    =       0.947         x 1.114    -1

     =              .043or  4.33% Rounded      =        .055 or  5.45% Rounded
</TABLE>

<PAGE>

GE STRATEGIC INVESTMENT FUND

Calculation of 1995 Total Return

This method compares a fund's net asset value (NAV), at the beginning and end 
of a period with the results being expressed as a percent of the beginning net 
asset value. The net asset value is adjusted to reflect the compounding effect 
of reinvesting dividends as well as capital gains distributions, if any. 
Dividends and distributions  are reinvested on the ex-dividend date at the 
Ex-dividend NAV.

The following computation illustrates this methology for 1995.

Factual Data

<TABLE>
<CAPTION>

                             CLASS A           CLASS B           CLASS C        CLASS D
                           ______________________________________________________________

<S>                           <C>                <C>              <C>              <C>

1.Opening NAV                15.71             15.62             15.72            15.74

2.Closing NAV 9/30/95        18.43             18.26             18.46            18.49

3.Income Distributions

       Ex Date            12/28/94          12/28/94          12/28/94         12/28/94
       Amount / Unit       0.36586           0.34308           0.38048          0.42106
       NAV on ex-date        15.31             15.23             15.31            15.30

       INCOME SOURCES
       Ordinary Income     0.36586           0.34308           0.38048          0.42106
       Long Term 
       Capital Gains          0                 0                 0                0

Computation

                         CLASS A                                  CLASS C
                            <C>                                     <C>
     =        (15.31+.3659)    x(18.43)    -1    =     (15.31+.3805)   x(18.46)   -1
                  15.71          15.31                      15.72        15.31
     =             0.998       x  1.204    -1    =           0.998     x  1.206   -1

     =              .201 or  20.12% Rounded      =            .203 or  20.35% Rounded


                           CLASS B                                CLASS D
                            <C>                                     <C>
     =        (15.23+.3431)    x(18.26)    -1    =      (15.30+.4211)  x(18.49)   -1
                  15.62          15.23                       15.74       15.30
     =             0.997       x  1.199    -1    =            0.999    x  1.208   -1

     =              .195 or  19.53% Rounded      =             .207 or  20.70% Rounded
</TABLE>

<PAGE>

                              GE Funds Class A Returns
                                      With Load

This method computes the performance of the fund when loads are included.
The following computation illustrates this methology for 1995.

A = Return without load for period
B = Maximum Load amount
C = Return with Load = A*(1-B)-B


<TABLE>
<CAPTION>
 
                          A             B              C
                                                     Return
                       Return         Load          With Load
<S>                     <C>           <C>             <C>
U.S. Equity Fund      3.47%          4.75%          -1.45%
Global Fund           1.10%          4.75%          -3.70%
International Fund    1.67%          4.75%          -3.16%
Strategic Fund        2.56%          4.75%          -2.31%
Tax Exempt Fund       0.36%          4.25%          -3.90%
Income Fund           0.93%          4.25%          -3.36%
Government Fund       0.44%          2.50%          -2.07%
</TABLE>

<PAGE>

                           GE FUNDS CLASS B RETURNS
                                    With Load

This method computes the performance of the fund when loads are included.
The following computation illustrates this methology for 1995.

A = Return without load for period
B = Maximum Load amount
C = NAV at Beginning of period
D = NAV at End of period
E = Return with Load = A - B IF NAV appreciates
                                = A-(B*D/C)if NAV depreciates

<TABLE>
<CAPTION>
                            A         B       C          D          E
                                           Opening     Ending     Return
                         Return     Load     NAV        NAV      With Load
<S>                        <C>       <C>     <C>        <C>         <C>
U.S. Equity Fund          3.41%     4.00%     19.06     19.71     -0.59%
Global Fund               1.05%     4.00%     19.93     20.14     -2.95%
International Fund        1.61%     4.00%     15.52     15.77     -2.39%
Strategic Fund            2.53%     4.00%     17.81     18.26     -1.47%
Tax Exempt Fund           0.32%     3.00%     11.77     11.78     -2.68%
Income Fund               0.87%     3.00%     11.86     11.91     -2.13%
Government Fund           0.41%     3.00%     11.90     11.90     -2.59%
</TABLE>

CLASS C SINCE INCEPTION RETURNS


The since inception Returns for the GE Funds are average annual compounded 
rates of return
Rates are calculated using the following geometric return formula

Geometric return = { (1+R1)x(1+R2)x(1+R3)....x(1+RN) } ^(1/M)-1

where
"R1,R2,R3...RN = Rate of return for periods 1,2,3 through N"

N = Number of periods

M = Number of years that comprise n periods
<TABLE>
<CAPTION>
                       R1            R2           R3                   M         Return
                   Prior Year     Prior Year     YTD     Days in     Number      Since
                     Return        Return      Return     Period    of Years   Inception
<S>                    <C>           <C>         <C>       <C>        <C>         <C>
U.S. Equity Fund     10.32%         0.88%      26.86%      950      2.60274      14.18%
Global Fund          14.10%        14.28%       7.47%      950      2.60274      13.86%
Strategic Fund        8.06%        -0.27%      20.35%      950      2.60274      10.52%
Tax Exempt Fund       5.48%        -4.30%       9.23%      950      2.60274       3.84%
Income Fund           5.24%        -2.97%      12.81%      950      2.60274       5.59%
</TABLE>

<PAGE>

                             GE MONEY MARKET FUND
          7 Day Yield and Effective 7 Day Yield as of September 29, 1995.

<TABLE>
<CAPTION>
                                   Daily          Current
                   Daily          Shares        Income Rate       7 Day
Date              Income       Outstanding       Per Share        Yield
<S>                <C>             <C>              <C>            <C>
23-Sep         10,356.67     70,858,577.75     0.00014616
24-Sep         10,356.67     70,858,577.75     0.00014616
25-Sep         10,491.29     71,723,653.95     0.00014627
26-Sep         10,489.06     71,849,095.10     0.00014599
27-Sep         10,477.04     71,746,531.97     0.00014603
28-Sep         10,483.98     71,728,329.64     0.00014616
29-Sep         10,481.35     71,293,363.05     0.00014702        5.34%
                                              0.001023792

GE MONEY MARKET FUND
7 Day Yield and Effective 7 Day Yield as of September 29, 1995.

                 Effective     Adjusted        Current     Effective
                  7 Day       Income Rate       7 Day        7 Day          Daily 
Date              Yield        Per Share        Yield        Yield        Adjustment
<S>                <C>            <C>            <C>          <C>              <C>
23-Sep                        0.00013306                                    928.55
24-Sep                        0.00013306                                    928.55
25-Sep                        0.00013339                                    924.20
26-Sep                        0.00013319                                    919.46
27-Sep                        0.00013322                                    918.78
28-Sep                        0.00013335                                    919.34
29-Sep            5.48%       0.00013412       4.87%        4.98%           919.44
                             0.000933378
</TABLE>



               1) Input numbers for columns A,B,C,J

               2) D = B/C

               3) E = ((Sum of Column C)/7 Days)*365 Days

               4) F = ((1+ Sum of Column C)*(365/7)) -1

               5) G = (B-J)/C

               6) H = ((Sum of Column G)/ 7 Days)*365 Days

               7) I = ((1 + Sum of Column G)*(365/7)) -1



<PAGE>

GE SHORT TERM GOVERNMENT FUND

Year to Date percentage return equals

             Ending Account Value          -1
             Beginning Account Value

where

Beginning Account Value =        the net asset value (NAV) at the 
                                 beginning of the year multiplied by 1000
                                "beginning units" (a hypothetical number
                                 of Units.)

Ending Account Value =          Ending Units x NAV at the end of the year

Ending Units                    Beginning units + number of units purchased
                                month 1 + number of units purchased month 2 ...
                                ...continued through month 12.

Income Units Purchased
Each Month =                   Total Income Earned that Month
                               NAV at end of month

Income Earned =               Income per unit multiplied by total number of
                              units through end of prior months.

See attached Return calculations for the Period ending September 30, 1995



<PAGE>

<TABLE>
<CAPTION>
GE Short Term Fund A
Total Return for Fiscal Year Ended September 1995

A                   B             C               D              E
                               Capital
               Income per       Gains         Reinvest.        Unit
Period            Unit           Unit          Value          Value
<S>               <C>            <C>            <C>            <C>
Sep-94                                                        11.72
Oct-94          0.0515                        11.69           11.69
Nov-94          0.0500                        11.60           11.60
Dec-94          0.0768                        11.55           11.55
Jan-95          0.0526                        11.63           11.63
Feb-95          0.0519                        11.71           11.71
Mar-95          0.0630                        11.70           11.70
Apr-95          0.0519                        11.76           11.76
May-95          0.0550                        11.87           11.87
Jun-95          0.0524                        11.90           11.90
Jul-95          0.0503                        11.89           11.89
Aug-95          0.0520                        11.91           11.91
Sep-95          0.0523                        11.91           11.91

<CAPTION>
A                  F                 G                  H                I
                               Capital Gains         Income
                Income             Units              Units           Total
Period          Earned           Purchased          Purchased         Units
<S>              <C>               <C>                 <C>             <C>
Sep-94                                                              1000.000
Oct-94          51.500            0.000              4.405          1004.405
Nov-94          50.220            0.000              4.329          1008.735
Dec-94          77.471            0.000              6.707          1015.442
Jan-95          53.412            0.000              4.593          1020.035
Feb-95          52.940            0.000              4.521          1024.556
Mar-95          64.547            0.000              5.517          1030.073
Apr-95          53.461            0.000              4.546          1034.619
May-95          56.904            0.000              4.794          1039.413
Jun-95          54.465            0.000              4.577          1043.989
Jul-95          52.513            0.000              4.417          1048.406
Aug-95          54.517            0.000              4.577          1052.983
Sep-95          55.071            0.000              4.624          1057.607


<CAPTION>

A     J     K     L
          Current
             Account         Month          YTD
Period        Value         Return        Return
<S>            <C>           <C>           <C>
Sep-94     11720.00
Oct-94     11741.50          0.18%        0.18%
Nov-94     11701.32         -0.34%       -0.16%
Dec-94     11728.36          0.23%        0.07%
Jan-95     11863.01          1.15%        1.22%
Feb-95     11997.55          1.13%        2.37%
Mar-95     12051.85          0.45%        2.83%
Apr-95     12167.11          0.96%        3.81%
May-95     12337.83          1.40%        5.27%
Jun-95     12423.47          0.69%        6.00%
Jul-95     12465.55          0.34%        6.36%
Aug-95     12541.03          0.61%        7.01%
Sep-95     12596.10          0.44%        7.48%
</TABLE>

Annual return for one year equals:

     (Ending Account Value - Beginning Account Value)/Beginning Account Value


     1)  Input numbers for columns A,B,C,D,E
          A = Month - Year
          B = Income per unit
          C = Capital Gains per unit
          D = Capital Gain Reinvestment NAV
          E = NAV per unit at Month End

     2)  F = I^ * B, where I^ is from prior month

     3)  G = I^ *C/D, where I^ is from prior month

     4)  H = F/E

     5)  I = I^ + H, wher I^ is from prior month

     6)  J= E/I

     7)  K =(J-J^)/J^, where J^ is from prior month

     8)  L = ((L^ + 1)*(K + 1))-1, where L^ is from prior month


<PAGE>

GE Short Term Fund B
Total Return for Fiscal Year Ended September 1995

<TABLE>
<CAPTION>
A             B            C          D          E           F             G
                       Capital              Capital Gains
          Income per    Gains     Reinvest.     Unit       Income         Units
Period       Unit       Unit       Value       Value       Earned       Purchased
<S>          <C>        <C>         <C>         <C>         <C>           <C>
Sep-94                            11.72
Oct-94      0.0480                11.68       11.68       48.000         0.000
Nov-94      0.0466                11.59       11.59       46.792         0.000
Dec-94      0.0733                11.55       11.55       73.897         0.000
Jan-95      0.0491                11.63       11.63       49.814         0.000
Feb-95      0.0488                11.70       11.70       49.719         0.000
Mar-95      0.0597                11.70       11.70       61.078         0.000
Apr-95      0.0487                11.75       11.75       50.078         0.000
May-95      0.0515                11.87       11.87       53.177         0.000
Jun-95      0.0489                11.90       11.90       50.711         0.000
Jul-95      0.0467                11.89       11.89       48.629         0.000
Aug-95      0.0485                11.90       11.90       50.701         0.000
Sep-95      0.0488                11.90       11.90       51.223         0.000


GE Short Term Fund B
Total Return for Fiscal Year Ended September 1995

A                H             I            J            K           L
              Income                                  Current
               Units         Total       Account       Month        YTD
Period       Purchased       Units        Value       Return       Return
<S>             <C>           <C>          <C>         <C>          <C>
Sep-94                     1000.000      11720.00
Oct-94        4.110        1004.110      11728.00       0.07%       0.07%
Nov-94        4.037        1008.147      11684.42      -0.37%      -0.30%
Dec-94        6.398        1014.545      11717.99       0.29%      -0.02%
Jan-95        4.283        1018.828      11848.97       1.12%       1.10%
Feb-95        4.249        1023.078      11970.01       1.02%       2.13%
Mar-95        5.220        1028.298      12031.09       0.51%       2.65%
Apr-95        4.262        1032.560      12132.58       0.84%       3.52%
May-95        4.480        1037.040      12309.66       1.46%       5.03%
Jun-95        4.261        1041.301      12391.48       0.66%       5.73%
Jul-95        4.090        1045.391      12429.70       0.31%       6.06%
Aug-95        4.261        1049.652      12490.86       0.49%       6.58%
Sep-95        4.304        1053.956      12542.08       0.41%       7.01%

</TABLE>


Annual return for one year equals:

       (Ending Account Value - Beginning Account Value)/Beginning Account Value


       1)  Input numbers for columns A,B,C,D,E
              A = Month - Year
              B = Income per unit
              C = Capital Gains per unit
              D = Capital Gain Reinvestment NAV
              E = NAV per unit at Month End

       2)  F = I^ * B, where I^ is from prior month

       3)  G = I^ *C/D, where I^ is from prior month

       4)  H = F/E

       5)  I = I^ + H, wher I^ is from prior month

       6)  J= E/I

       7)  K =(J-J^)/J^, where J^ is from prior month

       8)  L = ((L^ + 1)*(K + 1))-1, where L^ is from prior month


<PAGE>

GE Short Term Fund C
Total Return for Fiscal Year Ended September 1995

<TABLE>
<CAPTION>
A                B            C            D            E            F
                           Capital
             Income per     Gains      Reinvest.       Unit       Income
Period         Unit          Unit       Value         Value       Earned
<S>             <C>           <C>        <C>           <C>          <C>
Sep-94                                               11.72
Oct-94       0.0539                     11.69        11.69       53.900
Nov-94       0.0523                     11.60        11.60       52.541
Dec-94       0.0792                     11.56        11.56       79.924
Jan-95       0.0550                     11.64        11.64       55.883
Feb-95       0.0541                     11.71        11.71       55.228
Mar-95       0.0661                     11.71        11.71       67.790
Apr-95       0.0542                     11.76        11.76       55.900
May-95       0.0576                     11.88        11.88       59.680
Jun-95       0.0549                     11.91        11.91       57.158
Jul-95       0.0529                     11.90        11.90       55.330
Aug-95       0.0546                     11.91        11.91       57.362
Sep-95       0.0548                     11.91        11.91       57.836

<CAPTION>
A                   G                 H                I            J           K         L
              Capital Gains         Income                       Current
                 Units              Units           Total       Account       Month      YTD
Period         Purchased          Purchased         Units       Value        Return    Return
<S>              <C>              <C>              <C>         <C>           <C>         <C>
Sep-94                                        1000.000       11720.00
Oct-94          0.000            4.611        1004.611       11743.90       0.20%       0.20%
Nov-94          0.000            4.529        1009.140       11706.03      -0.32%      -0.12%
Dec-94          0.000            6.914        1016.054       11745.58       0.34%       0.22%
Jan-95          0.000            4.801        1020.855       11882.75       1.17%       1.39%
Feb-95          0.000            4.716        1025.571       12009.44       1.07%       2.47%
Mar-95          0.000            5.789        1031.360       12077.23       0.56%       3.05%
Apr-95          0.000            4.753        1036.114       12184.70       0.89%       3.96%
May-95          0.000            5.024        1041.137       12368.71       1.51%       5.54%
Jun-95          0.000            4.799        1045.937       12457.10       0.71%       6.29%
Jul-95          0.000            4.650        1050.586       12501.97       0.36%       6.67%
Aug-95          0.000            4.816        1055.402       12569.84       0.54%       7.25%
Sep-95          0.000            4.856        1060.259       12627.68       0.46%       7.74%
</TABLE>


Annual return for one year equals:

       (Ending Account Value - Beginning Account Value)/Beginning Account Value


       1)  Input numbers for columns A,B,C,D,E
              A = Month - Year
              B = Income per unit
              C = Capital Gains per unit
              D = Capital Gain Reinvestment NAV
              E = NAV per unit at Month End

       2)  F = I^ * B, where I^ is from prior month

       3)  G = I^ *C/D, where I^ is from prior month

       4)  H = F/E

       5)  I = I^ + H, wher I^ is from prior month

       6)  J= E/I

       7)  K =(J-J^)/J^, where J^ is from prior month

       8)  L = ((L^ + 1)*(K + 1))-1, where L^ is from prior month


<PAGE>

GE Short Term Fund D
Total Return for Fiscal Year Ended September 1995

<TABLE>
<CAPTION>
A                B               C             D              E           F
                             Capital
            Income per        Gains        Reinvest.        Unit        Income
Period        Unit            Unit          Value          Value        Earned
<S>           <C>             <C>            <C>            <C>           <C>
Sep-94                                                     11.72        
Oct-94        0.0564                        11.68          11.68        56.400
Nov-94        0.0547                        11.60          11.60        54.964
Dec-94        0.0816                        11.55          11.55        82.381
Jan-95        0.0574                        11.63          11.63        58.359
Feb-95        0.0563                        11.71          11.71        57.523
Mar-95        0.0687                        11.70          11.70        70.529
Apr-95        0.0564                        11.75          11.75        58.242
May-95        0.0601                        11.87          11.87        62.361
Jun-95        0.0573                        11.90          11.90        59.756
Jul-95        0.0553                        11.89          11.89        57.948
Aug-95        0.0571                        11.90          11.90        60.113
Sep-95        0.0571                        11.90          11.90        60.401


<CAPTION>
A               G               H              I            J            K             L
          Capital Gains      Income                                   Current
              Units           Units          Total       Account       Month          YTD
Period      Purchased       Purchased        Units        Value        Return        Return
<S>        <C>        <C>        <C>        <C>        <C>        <C>
Sep-94                                     1000.000     11720.00
Oct-94        0.000        4.829        1004.829        11736.40        0.14%        0.14%
Nov-94        0.000        4.738        1009.567        11710.98       -0.22%       -0.08%
Dec-94        0.000        7.133        1016.700        11742.88        0.27%        0.20%
Jan-95        0.000        5.018        1021.718        11882.57        1.19%        1.39%
Feb-95        0.000        4.912        1026.630        12021.83        1.17%        2.58%
Mar-95        0.000        6.028        1032.658        12082.10        0.50%        3.09%
Apr-95        0.000        4.957        1037.615        12191.97        0.91%        4.03%
May-95        0.000        5.254        1042.868        12378.85        1.53%        5.62%
Jun-95        0.000        5.022        1047.890        12469.89        0.74%        6.40%
Jul-95        0.000        4.874        1052.764        12517.36        0.38%        6.80%
Aug-95        0.000        5.051        1057.815        12588.00        0.56%        7.41%
Sep-95        0.000        5.076        1062.891        12648.40        0.48%        7.92%
</TABLE>


Annual return for one year equals:

        (Ending Account Value - Beginning Account Value)/Beginning Account 
Value        


        1)  Input numbers for columns A,B,C,D,E
                A = Month - Year
                B = Income per unit
                C = Capital Gains per unit
                D = Capital Gain Reinvestment NAV
                E = NAV per unit at Month End

        2)  F = I^ * B, where I^ is from prior month

        3)  G = I^ *C/D, where I^ is from prior month

        4)  H = F/E        

        5)  I = I^ + H, wher I^ is from prior month

        6)  J= E/I        

        7)  K =(J-J^)/J^, where J^ is from prior month

        8)  L = ((L^ + 1)*(K + 1))-1, where L^ is from prior month


<PAGE>

GE FIXED INCOME FUND

Year to Date percentage return equals

     Ending Account Value          -1
     Beginning Account Value

where

Beginning Account Value =       the net asset value (NAV) at the 
                                beginning of the year multiplied by 1000
                               "beginning units" (a hypothetical number"
                                of Units.)

Ending Account Value =          Ending Units x NAV at the end of the year

Ending Units                    Beginning units + number of units purchased
                                month 1 + number of units purchased month 2 ...
                             ...continued through month 12.

Income Units Purchased
Each Month =                    Total Income Earned that Month
                                NAV at end of month

Income Earned =                Income per unit multiplied by total number of
                               units through end of prior months.

See attached Return calculations for the Period ending September 30, 1995


<PAGE>

GE Fixed Income Class A
Total Return for Fiscal Year Ended September 1995

<TABLE>
<CAPTION>

A                B               C              D              E               F
                              Capital
              Income per       Gains        Reinvest.         Unit           Income
Period          Unit           Unit           Value           Value          Earned
<S>            <C>             <C>             <C>             <C>             <C>
Sep-94                                                        11.27
Oct-94       0.0584                          11.19            11.19         58.400
Nov-94       0.0576                          11.11            11.11         57.901
Dec-94       0.0683                          11.11            11.11         69.012
Jan-95       0.0594                          11.24            11.24         60.389
Feb-95       0.0566                          11.41            11.41         57.846
Mar-95       0.0643                          11.42            11.42         66.042
Apr-95       0.0572                          11.52            11.52         59.080
May-95       0.0601                          11.88            11.88         62.384
Jun-95       0.0589                          11.90            11.90         61.447
Jul-95       0.0591                          11.79            11.79         61.961
Aug-95       0.0604                          11.86            11.86         63.641
Sep-95       0.0599                          11.91            11.91         63.436


<CAPTION>

A                G            H              I            J             K            L
          Capital Gains    Income                                    Current
              Units         Units          Total       Account        Month         YTD
Period      Purchased      Purchased        Units        Value        Return        Return
<S>           <C>            <C>             <C>          <C>           <C>          <C>
Sep-94                                   1000.000       11270.00
Oct-94       0.000          5.219        1005.219       11248.40     -0.19%       -0.19%
Nov-94       0.000          5.212        1010.431       11225.88     -0.20%       -0.39%
Dec-94       0.000          6.212        1016.642       11294.90      0.61%        0.22%
Jan-95       0.000          5.373        1022.015       11487.45      1.70%        1.93%
Feb-95       0.000          5.070        1027.085       11719.04      2.02%        3.98%
Mar-95       0.000          5.783        1032.868       11795.35      0.65%        4.66%
Apr-95       0.000          5.128        1037.996       11957.72      1.38%        6.10%
May-95       0.000          5.251        1043.247       12393.78      3.65%        9.97%
Jun-95       0.000          5.164        1048.411       12476.09      0.66%       10.70%
Jul-95       0.000          5.255        1053.666       12422.73     -0.43%       10.23%
Aug-95       0.000          5.366        1059.032       12560.12      1.11%       11.45%
Sep-95       0.000          5.326        1064.359       12676.51      0.93%       12.48%

</TABLE>


       (Ending Account Value - Beginning Account Value)/Beginning Account Value


       1)  Input numbers for columns A,B,C,D,E
              A = Month - Year
              B = Income per unit
              C = Capital Gains per unit
              D = Capital Gain Reinvestment NAV
              E = NAV per unit at Month End

       2)  F = I^ * B, where I^ is from prior month

       3)  G = I^ *C/D, where I^ is from prior month

       4)  H = F/E

       5)  I = I^ + H, wher I^ is from prior month

       6)  J= E/I

       7)  K =(J-J^)/J^, where J^ is from prior month

       8)  L = ((L^ + 1)*(K + 1))-1, where L^ is from prior month


<PAGE>

GE Fixed Income Class B
Total Return for Fiscal Year Ended September 1995

<TABLE>
<CAPTION>

A               B              C             D                E            F
                            Capital
            Income per       Gains        Reinvest.         Unit        Income
Period        Unit           Unit          Value           Value        Earned
<S>           <C>            <C>           <C>              <C>           <C>
Sep-94                                                    11.26
Oct-94        0.054                        11.18          11.18        53.600
Nov-94        0.053                        11.10          11.10        53.254
Dec-94        0.064                        11.10          11.10        64.210
Jan-95        0.055                        11.24          11.24        55.440
Feb-95        0.052                        11.41          11.41        53.260
Mar-95        0.059                        11.41          11.41        60.576
Apr-95        0.053                        11.52          11.52        54.399
May-95        0.055                        11.88          11.88        57.029
Jun-95        0.054                        11.90          11.90        56.150
Jul-95        0.053                        11.79          11.79        55.151
Aug-95        0.054                        11.86          11.86        56.342
Sep-95        0.054                        11.91          11.91        56.387

<CAPTION>

A                G               H              I            J             K            L
          Capital Gains       Income                                    Current
              Units            Units          Total       Account        Month         YTD
Period      Purchased        Purchased        Units        Value        Return        Return
<S>           <C>              <C>             <C>          <C>           <C>           <C>
Sep-94                                     1000.000      11260.00
Oct-94        0.000           4.794        1004.794      11233.60        -0.23%        -0.23%
Nov-94        0.000           4.798        1009.592      11206.47        -0.24%        -0.48%
Dec-94        0.000           5.785        1015.377      11270.68         0.57%         0.09%
Jan-95        0.000           4.932        1020.309      11468.27         1.75%         1.85%
Feb-95        0.000           4.668        1024.977      11694.99         1.98%         3.86%
Mar-95        0.000           5.309        1030.286      11755.56         0.52%         4.40%
Apr-95        0.000           4.722        1035.008      11923.29         1.43%         5.89%
May-95        0.000           4.800        1039.808      12352.92         3.60%         9.71%
Jun-95        0.000           4.718        1044.527      12429.87         0.62%        10.39%
Jul-95        0.000           4.678        1049.205      12370.12        -0.48%         9.86%
Aug-95        0.000           4.751        1053.955      12499.91         1.05%        11.01%
Sep-95        0.000           4.734        1058.690      12608.99         0.87%        11.98%
</TABLE>


Annual return for one year equals:

        (Ending Account Value - Beginning Account Value)/Beginning Account 
Value


        1)  Input numbers for columns A,B,C,D,E
                A = Month - Year
                B = Income per unit
                C = Capital Gains per unit
                D = Capital Gain Reinvestment NAV
                E = NAV per unit at Month End

        2)  F = I^ * B, where I^ is from prior month

        3)  G = I^ *C/D, where I^ is from prior month

        4)  H = F/E

        5)  I = I^ + H, wher I^ is from prior month

        6)  J= E/I

        7)  K =(J-J^)/J^, where J^ is from prior month

        8)  L = ((L^ + 1)*(K + 1))-1, where L^ is from prior month


<PAGE>

GE Fixed Income Class C
Total Return for Fiscal Year Ended September 1995

<TABLE>
<CAPTION>
A                B               C              D              E               F
                             Capital
              Income per       Gains        Reinvest.         Unit           Income
Period          Unit           Unit           Value           Value          Earned
<S>            <C>             <C>             <C>             <C>             <C>
Sep-94                                                         11.27
Oct-94       0.0608                          11.20            11.20         60.800
Nov-94       0.0599                          11.11            11.11         60.225
Dec-94       0.0707                          11.11            11.11         71.467
Jan-95       0.0617                          11.25            11.25         62.766
Feb-95       0.0588                          11.42            11.42         60.144
Mar-95       0.0669                          11.42            11.42         68.782
Apr-95       0.0594                          11.53            11.53         61.429
May-95       0.0627                          11.89            11.89         65.175
Jun-95       0.0614                          11.91            11.91         64.161
Jul-95       0.0604                          11.80            11.80         63.441
Aug-95       0.0612                          11.87            11.87         64.610
Sep-95       0.0608                          11.92            11.92         64.519


<CAPTION>
A                G               H              I            J             K            L
          Capital Gains       Income                                    Current
              Units            Units          Total       Account        Month         YTD
Period      Purchased        Purchased        Units        Value        Return        Return
<S>           <C>              <C>             <C>          <C>           <C>           <C>
Sep-94                                     1000.000       11270.00
Oct-94       0.000       5.429             1005.429       11260.80       -0.08%       -0.08%
Nov-94       0.000       5.421             1010.849       11230.54       -0.27%       -0.35%
Dec-94       0.000       6.433             1017.282       11302.00        0.64%        0.28%
Jan-95       0.000       5.579             1022.861       11507.19        1.82%        2.10%
Feb-95       0.000       5.267             1028.128       11741.22        2.03%        4.18%
Mar-95       0.000       6.023             1034.151       11810.00        0.59%        4.79%
Apr-95       0.000       5.328             1039.478       11985.19        1.48%        6.35%
May-95       0.000       5.482             1044.960       12424.57        3.67%       10.24%
Jun-95       0.000       5.387             1050.347       12509.63        0.68%       11.00%
Jul-95       0.000       5.376             1055.723       12457.54       -0.42%       10.54%
Aug-95       0.000       5.443             1061.167       12596.05        1.11%       11.77%
Sep-95       0.000       5.413             1066.579       12713.63        0.93%       12.81%
</TABLE>


Annual return for one year equals:

       (Ending Account Value - Beginning Account Value)/Beginning Account Value


       1)  Input numbers for columns A,B,C,D,E
              A = Month - Year
              B = Income per unit
              C = Capital Gains per unit
              D = Capital Gain Reinvestment NAV
              E = NAV per unit at Month End

       2)  F = I^ * B, where I^ is from prior month

       3)  G = I^ *C/D, where I^ is from prior month

       4)  H = F/E

       5)  I = I^ + H, wher I^ is from prior month

       6)  J= E/I

       7)  K =(J-J^)/J^, where J^ is from prior month

       8)  L = ((L^ + 1)*(K + 1))-1, where L^ is from prior month


<PAGE>

GE Fixed Income Class D
Total Return for Fiscal Year Ended September 1995

<TABLE>
<CAPTION>

A                B               C              D              E               F
                              Capital
              Income per       Gains        Reinvest.         Unit           Income
Period          Unit           Unit           Value           Value          Earned
<S>            <C>             <C>             <C>             <C>             <C>
Sep-94                                                       11.27
Oct-94       0.0632                           11.19          11.19          63.173
Nov-94       0.0622                           11.11          11.11          62.585
Dec-94       0.0731                           11.11          11.11          73.926
Jan-95       0.0641                           11.25          11.25          65.248
Feb-95       0.0609                           11.42          11.42          62.385
Mar-95       0.0695                           11.42          11.42          71.554
Apr-95       0.0616                           11.53          11.53          63.794
May-95       0.0651                           11.89          11.89          67.815
Jun-95       0.0639                           11.91          11.91          66.859
Jul-95       0.0629                           11.80          11.80          66.243
Aug-95       0.0638                           11.87          11.87          67.534
Sep-95       0.0636                           11.92          11.92          67.597

<CAPTION>

A                G               H              I            J             K            L
          Capital Gains       Income                                    Current
              Units            Units          Total       Account        Month         YTD
Period      Purchased        Purchased        Units        Value        Return        Return
<S>           <C>              <C>             <C>          <C>           <C>           <C>
Sep-94                                     1000.000       11270.00
Oct-94       0.000             5.645       1005.645       11253.17       -0.15%       -0.15%
Nov-94       0.000             5.633       1011.279       11235.31       -0.16%       -0.31%
Dec-94       0.000             6.654       1017.933       11309.23        0.66%        0.35%
Jan-95       0.000             5.800       1023.732       11516.99        1.84%        2.19%
Feb-95       0.000             5.463       1029.195       11753.41        2.05%        4.29%
Mar-95       0.000             6.266       1035.461       11824.96        0.61%        4.92%
Apr-95       0.000             5.533       1040.994       12002.66        1.50%        6.50%
May-95       0.000             5.704       1046.697       12445.23        3.69%       10.43%
Jun-95       0.000             5.614       1052.311       12533.03        0.71%       11.21%
Jul-95       0.000             5.614       1057.925       12483.51       -0.40%       10.77%
Aug-95       0.000             5.689       1063.614       12625.10        1.13%       12.02%
Sep-95       0.000             5.671       1069.285       12745.88        0.96%       13.10%
</TABLE>


Annual return for one year equals:

       (Ending Account Value - Beginning Account Value)/Beginning Account Value


       1)  Input numbers for columns A,B,C,D,E
              A = Month - Year
              B = Income per unit
              C = Capital Gains per unit
              D = Capital Gain Reinvestment NAV
              E = NAV per unit at Month End

       2)  F = I^ * B, where I^ is from prior month

       3)  G = I^ *C/D, where I^ is from prior month

       4)  H = F/E       

       5)  I = I^ + H, wher I^ is from prior month

       6)  J= E/I       

       7)  K =(J-J^)/J^, where J^ is from prior month

       8)  L = ((L^ + 1)*(K + 1))-1, where L^ is from prior month


<PAGE>

GE TAX EXEMPT FUND

Year to Date percentage return equals

     Ending Account Value          -1
     Beginning Account Value

where

Beginning Account Value =       the net asset value (NAV) at the 
                                beginning of the year multiplied by 1000
                                beginning units" (a hypothetical number
                                of Units.)

Ending Account Value =          Ending Units x NAV at the end of the year

Ending Units                    Beginning units + number of units purchased
                                month 1 + number of units purchased month 2 ...
                             ...continued through month 12.

Income Units Purchased
Each Month =                    Total Income Earned that Month
                                NAV at end of month

Income Earned =                 Income per unit multiplied by total number of
                                units through end of prior months.

See attached Return calculations for the Period ending September 30, 1995


<PAGE>

GE Tax Exempt Fund A
Total Return for Fiscal Year Ended September 1995

<TABLE>
<CAPTION>

A                B               C              D              E               F
                              Capital
              Income per       Gains        Reinvest.         Unit           Income
Period          Unit           Unit           Value           Value          Earned
<S>            <C>             <C>             <C>             <C>             <C>
Sep-94                                                       11.32
Oct-94        0.0438                          11.05          11.05          43.800
Nov-94        0.0412                          10.78          10.78          41.363
Dec-94        0.0434                          10.93          10.93          43.739
Jan-95        0.0446                          11.24          11.24          45.126
Feb-95        0.0419                          11.54          11.54          42.563
Mar-95        0.0512                          11.60          11.60          52.199
Apr-95        0.0429                          11.54          11.54          43.930
May-95        0.0476                          11.93          11.93          48.924
Jun-95        0.0457                          11.67          11.67          47.158
Jul-95        0.0526                          11.71          11.71          54.491
Aug-95        0.0502                          11.76          11.76          52.238
Sep-95        0.0324                          11.77          11.77          33.860

<CAPTION>

A                G               H              I            J             K            L
          Capital Gains       Income                                    Current
              Units            Units          Total       Account        Month         YTD
Period      Purchased        Purchased        Units        Value        Return        Return
<S>           <C>              <C>             <C>          <C>           <C>           <C>
Sep-94                                     1000.000      11320.00
Oct-94      0.000               3.964      1003.964      11093.80      -2.00%      -2.00%
Nov-94      0.000               3.837      1007.801      10864.09      -2.07%      -4.03%
Dec-94      0.000               4.002      1011.803      11059.00       1.79%      -2.31%
Jan-95      0.000               4.015      1015.817      11417.79       3.24%       0.86%
Feb-95      0.000               3.688      1019.506      11765.09       3.04%       3.93%
Mar-95      0.000               4.500      1024.006      11878.46       0.96%       4.93%
Apr-95      0.000               3.807      1027.812      11860.95      -0.15%       4.78%
May-95      0.000               4.101      1031.913      12310.72       3.79%       8.75%
Jun-95      0.000               4.041      1035.954      12089.59      -1.80%       6.80%
Jul-95      0.000               4.653      1040.608      12185.51       0.79%       7.65%
Aug-95      0.000               4.442      1045.050      12289.78       0.86%       8.57%
Sep-95      0.000               2.877      1047.926      12334.09       0.36%       8.96%
</TABLE>


Annual return for one year equals:

      (Ending Account Value - Beginning Account Value)/Beginning Account Value


      1)  Input numbers for columns A,B,C,D,E
            A = Month - Year
            B = Income per unit
            C = Capital Gains per unit
            D = Capital Gain Reinvestment NAV
            E = NAV per unit at Month End

      2)  F = I^ * B, where I^ is from prior month

      3)  G = I^ *C/D, where I^ is from prior month

      4)  H = F/E      

      5)  I = I^ + H, wher I^ is from prior month

      6)  J= E/I      

      7)  K =(J-J^)/J^, where J^ is from prior month

      8)  L = ((L^ + 1)*(K + 1))-1, where L^ is from prior month


<PAGE>

GE Tax Exempt Fund B
Total Return for Fiscal Year Ended September 1995

<TABLE>
<CAPTION>
A                B               C              D              E               F
                              Capital
              Income per       Gains        Reinvest.         Unit           Income
Period          Unit           Unit           Value           Value          Earned
<S>            <C>             <C>             <C>             <C>             <C>
Sep-94                                                       11.32
Oct-94       0.0391                          11.05           11.05          39.100
Nov-94       0.0368                          10.78           10.78          36.930
Dec-94       0.0388                          10.93           10.93          39.070
Jan-95       0.0399                          11.24           11.24          40.321
Feb-95       0.0376                          11.54           11.54          38.131
Mar-95       0.0460                          11.60           11.60          46.802
Apr-95       0.0384                          11.54           11.54          39.224
May-95       0.0425                          11.93           11.93          43.557
Jun-95       0.0408                          11.67           11.67          41.963
Jul-95       0.0477                          11.71           11.71          49.232
Aug-95       0.0453                          11.77           11.77          46.945
Sep-95       0.0276                          11.78           11.78          28.712


<CAPTION>

A                G               H              I            J             K            L
          Capital Gains       Income                                    Current
              Units            Units          Total       Account        Month         YTD
Period      Purchased        Purchased        Units        Value        Return        Return
<S>           <C>              <C>             <C>          <C>           <C>           <C>
Sep-94                                     1000.000       11320.00
Oct-94       0.000             3.538       1003.538       11089.10       -2.04%       -2.04%
Nov-94       0.000             3.426       1006.964       10855.07       -2.11%       -4.11%
Dec-94       0.000             3.575       1010.539       11045.19        1.75%       -2.43%
Jan-95       0.000             3.587       1014.126       11398.78        3.20%        0.70%
Feb-95       0.000             3.304       1017.430       11741.15        3.00%        3.72%
Mar-95       0.000             4.035       1021.465       11848.99        0.92%        4.67%
Apr-95       0.000             3.399       1024.864       11826.93       -0.19%        4.48%
May-95       0.000             3.651       1028.515       12270.18        3.75%        8.39%
Jun-95       0.000             3.596       1032.111       12044.73       -1.84%        6.40%
Jul-95       0.000             4.204       1036.315       12135.25        0.75%        7.20%
Aug-95       0.000             3.989       1040.304       12244.37        0.90%        8.17%
Sep-95       0.000             2.437       1042.741       12283.49        0.32%        8.51%
</TABLE>


Annual return for one year equals:

       (Ending Account Value - Beginning Account Value)/Beginning Account Value

       1)  Input numbers for columns A,B,C,D,E
              A = Month - Year
              B = Income per unit
              C = Capital Gains per unit
              D = Capital Gain Reinvestment NAV
              E = NAV per unit at Month End

       2)  F = I^ * B, where I^ is from prior month

       3)  G = I^ *C/D, where I^ is from prior month

       4)  H = F/E

       5)  I = I^ + H, wher I^ is from prior month

       6)  J= E/I

       7)  K =(J-J^)/J^, where J^ is from prior month

       8)  L = ((L^ + 1)*(K + 1))-1, where L^ is from prior month

<PAGE>

GE Tax Exempt Fund C
Total Return for Fiscal Year Ended September 1995

<TABLE>
<CAPTION>
A                B               C              D              E               F
                              Capital
              Income per       Gains        Reinvest.         Unit           Income
Period          Unit           Unit           Value           Value          Earned
<S>            <C>             <C>             <C>             <C>             <C>
Sep-94                                        11.32
Oct-94        0.046                           11.05           11.05         46.200
Nov-94        0.043                           10.78           10.78         43.581
Dec-94        0.046                           10.93           10.93         46.076
Jan-95        0.047                           11.24           11.24         47.483
Feb-95        0.044                           11.54           11.54         44.835
Mar-95        0.054                           11.60           11.60         54.906
Apr-95        0.045                           11.54           11.54         46.240
May-95        0.050                           11.93           11.93         51.464
Jun-95        0.048                           11.67           11.67         49.716
Jul-95        0.055                           11.71           11.71         57.290
Aug-95        0.053                           11.77           11.77         54.953
Sep-95        0.035                           11.77           11.77         36.555

<CAPTION>
A                G               H              I            J             K            L
          Capital Gains       Income                                    Current
              Units            Units          Total       Account        Month         YTD
Period      Purchased        Purchased        Units        Value        Return        Return
<S>           <C>              <C>             <C>          <C>           <C>           <C>
Sep-94                                     1000.000      11320.00
Oct-94      0.000            4.181         1004.181      11096.20      -1.98%      -1.98%
Nov-94      0.000            4.043         1008.224      10868.65      -2.05%      -3.99%
Dec-94      0.000            4.216         1012.439      11065.96       1.82%      -2.24%
Jan-95      0.000            4.225         1016.664      11427.30       3.27%       0.95%
Feb-95      0.000            3.885         1020.549      11777.14       3.06%       4.04%
Mar-95      0.000            4.733         1025.282      11893.27       0.99%       5.06%
Apr-95      0.000            4.007         1029.289      11878.00      -0.13%       4.93%
May-95      0.000            4.314         1033.603      12330.88       3.81%       8.93%
Jun-95      0.000            4.260         1037.863      12111.86      -1.78%       7.00%
Jul-95      0.000            4.892         1042.756      12210.67       0.82%       7.87%
Aug-95      0.000            4.669         1047.425      12328.19       0.96%       8.91%
Sep-95      0.000            3.106         1050.530      12364.74       0.30%       9.23%
</TABLE>


Annual return for one year equals:

      (Ending Account Value - Beginning Account Value)/Beginning Account Value


      1)  Input numbers for columns A,B,C,D,E
            A = Month - Year
            B = Income per unit
            C = Capital Gains per unit
            D = Capital Gain Reinvestment NAV
            E = NAV per unit at Month End

      2)  F = I^ * B, where I^ is from prior month

      3)  G = I^ *C/D, where I^ is from prior month

      4)  H = F/E

      5)  I = I^ + H, wher I^ is from prior month

      6)  J= E/I

      7)  K =(J-J^)/J^, where J^ is from prior month

      8)  L = ((L^ + 1)*(K + 1))-1, where L^ is from prior month


<PAGE>

GE Tax Exempt Fund D
Total Return for Fiscal Year Ended September 1995

<TABLE>
<CAPTION>
A                B               C              D              E               F
                              Capital
              Income per       Gains        Reinvest.         Unit           Income
Period          Unit           Unit           Value           Value          Earned
<S>            <C>             <C>             <C>             <C>             <C>
Sep-94                                      11.32
Oct-94       0.049                          11.05             11.05         48.600
Nov-94       0.046                          10.78             10.78         45.801
Dec-94       0.048                          10.93             10.93         48.415
Jan-95       0.049                          11.24             11.24         49.843
Feb-95       0.046                          11.54             11.54         47.111
Mar-95       0.056                          11.60             11.60         57.516
Apr-95       0.047                          11.54             11.54         48.659
May-95       0.053                          11.93             11.93         54.115
Jun-95       0.051                          11.67             11.67         52.386
Jul-95       0.058                          11.71             11.71         59.996
Aug-95       0.055                          11.77             11.77         57.575
Sep-95       0.037                          11.78             11.78         39.158

<CAPTION>
A                G               H              I            J             K            L
          Capital Gains       Income                                    Current
              Units            Units          Total       Account        Month         YTD
Period      Purchased        Purchased        Units        Value        Return        Return
<S>           <C>              <C>             <C>          <C>           <C>           <C>
Sep-94                                     1000.000     11320.00
Oct-94       0.000             4.398       1004.398     11098.60       -1.96%       -1.96%
Nov-94       0.000             4.249       1008.647     10873.21       -2.03%       -3.95%
Dec-94       0.000             4.430       1013.076     11072.93        1.84%       -2.18%
Jan-95       0.000             4.434       1017.511     11436.82        3.29%        1.03%
Feb-95       0.000             4.082       1021.593     11789.19        3.08%        4.14%
Mar-95       0.000             4.958       1026.552     11908.00        1.01%        5.19%
Apr-95       0.000             4.217       1030.768     11895.06       -0.11%        5.08%
May-95       0.000             4.536       1035.304     12351.18        3.83%        9.11%
Jun-95       0.000             4.489       1039.793     12134.39       -1.76%        7.19%
Jul-95       0.000             5.123       1044.917     12235.97        0.84%        8.09%
Aug-95       0.000             4.892       1049.808     12356.24        0.98%        9.15%
Sep-95       0.000             3.324       1053.132     12405.90        0.40%        9.59%
</TABLE>


Annual return for one year equals:

              (Ending Account Value - Beginning Account Value)/Beginning 
Account Value


       1)  Input numbers for columns A,B,C,D,E
              A = Month - Year
              B = Income per unit
              C = Capital Gains per unit
              D = Capital Gain Reinvestment NAV
              E = NAV per unit at Month End

       2)  F = I^ * B, where I^ is from prior month

       3)  G = I^ *C/D, where I^ is from prior month

       4)  H = F/E

       5)  I = I^ + H, wher I^ is from prior month

       6)  J= E/I

       7)  K =(J-J^)/J^, where J^ is from prior month

       8)  L = ((L^ + 1)*(K + 1))-1, where L^ is from prior month



<PAGE>

GE MONEY MARKET FUND

Year to Date percentage return equals

     Ending Account Value          -1
     Beginning Account Value

where

Beginning Account Value =       the net asset value (NAV) at the 
                                beginning of the year multiplied by 1000
                               "beginning units" (a hypothetical number"
                                of Units.)

Ending Account Value =          Ending Units x NAV at the end of the year

Ending Units                   Beginning units + number of units purchased
                               month 1 + number of units purchased month 2 ...
                              ...continued through month 12.

Income Units Purchased
Each Month =                   Total Income Earned that Month
                               NAV at end of month

Income Earned =               Income per unit multiplied by total number of
                              units through end of prior months.

See attached Return calculations for the Period ending September 30, 1995

<PAGE>

GE Money Market
Total Return for Fiscal Year Ended September 1995


<TABLE>
<CAPTION>
A                B               C              D              E               F
                              Capital
              Income per       Gains        Reinvest.         Unit           Income
Period          Unit           Unit           Value           Value          Earned
<S>            <C>             <C>             <C>             <C>             <C>
Sep-94                                         1.00           1.00
Oct-94       0.003798                          1.00           1.00           3.798
Nov-94       0.003901                          1.00           1.00           3.916
Dec-94       0.004386                          1.00           1.00           4.420
Jan-95       0.004655                          1.00           1.00           4.711
Feb-95       0.004322                          1.00           1.00           4.395
Mar-95       0.005143                          1.00           1.00           5.252
Apr-95       0.004409                          1.00           1.00           4.526
May-95       0.004845                          1.00           1.00           4.995
Jun-95       0.004614                          1.00           1.00           4.780
Jul-95       0.004707                          1.00           1.00           4.899
Aug-95       0.004624                          1.00           1.00           4.835
Sep-95       0.004403                          1.00           1.00           4.625

<CAPTION>
A                G               H              I            J             K            L
          Capital Gains       Income                                    Current
              Units            Units          Total       Account        Month         YTD
Period      Purchased        Purchased        Units        Value        Return        Return
<S>           <C>              <C>             <C>          <C>           <C>           <C>
Sep-94                                      1000.000       1000.00
Oct-94       0.000           3.798          1003.798       1003.80       0.38%       0.38%
Nov-94       0.000           3.916          1007.714       1007.71       0.39%       0.77%
Dec-94       0.000           4.420          1012.134       1012.13       0.44%       1.21%
Jan-95       0.000           4.711          1016.845       1016.85       0.47%       1.68%
Feb-95       0.000           4.395          1021.240       1021.24       0.43%       2.12%
Mar-95       0.000           5.252          1026.492       1026.49       0.51%       2.65%
Apr-95       0.000           4.526          1031.018       1031.02       0.44%       3.10%
May-95       0.000           4.995          1036.013       1036.01       0.48%       3.60%
Jun-95       0.000           4.780          1040.793       1040.79       0.46%       4.08%
Jul-95       0.000           4.899          1045.692       1045.69       0.47%       4.57%
Aug-95       0.000           4.835          1050.528       1050.53       0.46%       5.05%
Sep-95       0.000           4.625          1055.153       1055.15       0.44%       5.52%
</TABLE>


Annual return for one year equals:

       (Ending Account Value - Beginning Account Value)/Beginning Account Value


       1)  Input numbers for columns A,B,C,D,E
              A = Month - Year
              B = Income per unit
              C = Capital Gains per unit
              D = Capital Gain Reinvestment NAV
              E = NAV per unit at Month End

       2)  F = I^ * B, where I^ is from prior month

       3)  G = I^ *C/D, where I^ is from prior month

       4)  H = F/E

       5)  I = I^ + H, wher I^ is from prior month

       6)  J= E/I

       7)  K =(J-J^)/J^, where J^ is from prior month

       8)  L = ((L^ + 1)*(K + 1))-1, where L^ is from prior month


<PAGE>

                        GE SHORT TERM GOVERNMENT FUND 
                         30 Day SEC Yield Calculation

SEC Yield = 2 ((((A-B)/(C*D)+1)^6)-1)

Where:

A = Dividends and Intereset erarned during the period

B = Expenses accrued for the period

C = Average daily number of shares outstanding during the period that were 
entitled to dividends

D = Offering price per unit on the last day of the period

E = SEC Yield using calculation shown above

"The calculation below is based on the 30 day period ending September 29, 
1995."

The 30 Day SEC yield calculated below was

<TABLE>
<CAPTION>
               A             B               C               D           E           F
                                          Average                                Without Cap
                          Accrued          Shares        Offering       SEC         SEC
            Income        Expenses       Outstanding       Price        Yield       Yield
<S>           <C>            <C>             <C>             <C>         <C>         <C>
Class A     1452.18       217.82         23410.779          12.19       5.25       5.08
Class B      225.01        45.87          3612.495          11.88       5.06       4.89
Class C    12406.86      1370.79        199922.841          11.90       5.63       5.52
Class D    41753.36      2966.21        673539.096          11.89       5.88       5.83
</TABLE>


<PAGE>

                GE TAX EXEMPT FUND - EQUIVALENT TAXABLE YIELD

The equivalent taxable yield of the Tax Exempt Fund demonstrates the yield on a 
taxble investment necessary to provide an after tax yield equal to the Fund's 
tax exempt yield.

Calculation:  Divide the portion of the yield that is tax exempt by 1 minus the 
effective tax rate and add that product to the portion of the yield that is 
taxable

<TABLE>
<CAPTION>
Input Fields A, B, C, F       Fund
                              Level       Class A       Class B       Class C       Class D
<S>                             <C>         <C>           <C>          <C>            <C>
A) Total Income             549,458

B) Total Taxable Income      57,730

C) Total Tax Exempt         491,728

D) Tax Exempt Percentage     89.49%        89.49%       89.49%         89.49%        89.49%

E) Taxable Percentage        10.51%        10.51%       10.51%         10.51%        10.51%

F) SEC Yield                                4.20%        3.89%          4.77%         4.98%

G) Portion of SEC
 Yield that is Tax
 Exempt = D * F                             3.76%        3.48%          4.27%         4.46%

H) Portion of SEC
 Yield that is
 Taxable = E * F                            0.44%        0.41%          0.50%         0.52%

I) 1- Effective Tax
 Rate (1-.396)               60.40%        60.40%       60.40%         60.40%        60.40%

J) Tax Equivalent
 Yield for Tax
 Exempt Portion
 = G / I                                    6.22%        5.76%          7.75%         7.38%

K) Tax Equivalent
 Yield for Taxable
 Portion = H                                0.44%        0.41%          0.50%         0.52%

L) Total Tax
 Equivalent Yield
 = J + K                                    6.66%        6.17%          8.25%         7.90%


M) Expenses Borne
 by Advisor                              -0.0395%     -0.0395%       -0.0395%       -0.0395%

N) Yield Without
 Expense Caps                              6.62%         6.13%          8.21%          7.86%
</TABLE>

<PAGE>

                          GE TAX EXEMPT INCOME FUND
                        30 Day SEC Yield Calculation

SEC Yield = 2 ((((A-B)/(C*D)+1)^6)-1)

Where:

A = Dividends and Intereset erarned during the period

B = Expenses accrued for the period

C = Average daily number of shares outstanding during the period that were 
entitled to dividends

D = Offering price per unit on the last day of the period

E = SEC Yield using calculation shown above

"The calculation below is based on the 30 day period ending September 29, 
1995."

The 30 Day SEC yield calculated below was

<TABLE>
<CAPTION>  
                  A           B            C             D         E         F
                                        Average                         Without Cap
                           Accrued       Shares      Offering     SEC       SEC
               Income     Expenses     Outstanding     Price     Yield     Yield
<S>              <C>        <C>           <C>            <C>      <C>        <C>
Class A       1515.28       290.65      27913.55       12.29     4.36       4.20
Class B       2472.78       681.29      43927.85       11.78     4.05       3.89
Class C      31407.53      4729.89     544109.29       11.77     4.80       4.77
Class D      18074.85      1922.55    330561.170       11.78     5.05       4.98
</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission