GE FUNDS
497, 1997-05-20
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GE Funds
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                          Supplement Dated May 20, 1997
                                       to
                       Prospectus Dated December 30, 1996


On May 15,  1997,  the Board of  Trustees  of GE Funds  unanimously  approved  a
proposed transaction (the "Reorganization") whereby GE Funds will acquire all or
substantially  all of the assets of the five  existing  series of the  Investors
Trust  Funds  (the "IT  Funds").  In  connection  with the  Reorganization,  two
additional  series of GE Funds  will be  created,  GE Value  Equity  Fund and GE
Government Securities Fund.


GE Investment  Management  Incorporated  ("GEIM"),  GE Funds' current investment
manager,  will serve as investment  manager for each Fund. GEIM has informed the
Board of  Trustees  of GE Funds that it intends to propose  that Brown  Brothers
Harriman & Co., the current  sub-investment  adviser to Investors Trust Tax Free
Fund,  be  retained as  sub-investment  adviser to GE  Tax-Exempt  Fund and that
certain  investment  policies and restrictions be amended to conform to those of
Investors Trust Tax Free Fund.




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