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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24F-2
Read instructions at end of Form before preparing Form. Please print or type.
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1. Name and address of issuer:
GE FUNDS
c/o GE Investment Management Incorporated
3003 Summer Street
Stamford, CT 06905
2. Name of each series or class of funds for which this notice is filed:
GE US EQUITY
GE GLOBAL EQUITY
GE STRATEGIC INVESTMENT
GE TAX-EXEMPT
GE FIXED INCOME
GE MONEY MARKET
GE INTERNATIONAL EQUITY
GE SHORT TERM GOVT.
3. Investment Company Act File Number: No. 811-7142
Securities Act File Number: No. 33 - 51308
4. Last day of fiscal year for which this notice is filed: September 30, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration: [ ]
6. Date of termination of issuer's declaration under the rule 24f-2(a)(1), if
applicable (see instruction A.6):
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
Shares -
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Shares -
Dollar Amount -
9. Number and aggregate sale price of securities sold during the fiscal year:
Shares 188,976,859
Dollar Amount 466,288,633
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Shares 188,976,859
Dollar Amount 466,288,633
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Shares 4,537,414
Dollar Amount 15,696,419
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12. Calculation of registration Fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on 24f-2 (from item 10):
$ 466,288,633.00
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from item 11 if applicable:
+ $ 15,696,419.00
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
- $ 325,158,532.00
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+ $ -
(v) Net aggregate sale price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable):
$ 156,826,520
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(vi) Multiplier prescribed by Section 6(b) of the Securities act of 1933 or
other applicable law or regulation (see Instruction C.6):
x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)] :
$ 47,523
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and other
Procedures (17 CFR 202.3a).
[ x ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
November 18, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
Jeffrey A. Groh, Mutual Fund Controller /s/ Jeffrey A. Groh
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By (Signature and Title)* Jeffrey A. Groh, Mutual Fund Controller
Date November 18, 1996
* Please print the name and title of the signing officer below the signature.
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[Willkie Farr & Gallagher Letterhead]
[Form 24F-2 Opinion]
November 18, 1996
GE Funds
3003 Summer Street
Stamford, Connecticut 06905
Re: Rule 24f-2 Notice for the GE Funds (the "Trust")
(Securities Act Registration Statement File No. 33-51308
(the "Registration Statement")
Ladies and Gentlemen:
The Trust, a Massachusetts business trust, is filing with the Securities and
Exchange Commission a Form 24F-2 containing the information specified in
paragraph (b)(1) of Rule 24f-2 under the Investment Company Act of 1940, as
amended (the "Rule"). We understand that the Trust has previously filed a
registration statement on Form N-1A (the "Registration Statement") under the
Securities Act of 1933, as amended, adopting the declaration authorized by
paragraph (a)(1) of the Rule to the effect that an indefinite number of shares
of beneficial interest of the Funds (the "Shares") were being registered by such
registration statement. The effect of the Form 24F-2, when accompanied by the
filing fee, if any, payable as prescribed by paragraph (c) of the Rule and by
this opinion, will be to make definite in number the number of Shares sold by
the Trust in reliance upon the Rule (the "Rule 24f-2 Shares") during the fiscal
year ended September 30, 1996.
As to the various questions of fact material to the opinion expressed herein we
have relied upon and assumed the genuineness of the signatures on, the
conformity to originals of, and the authenticity of, all documents, including
but not limited to
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certificates of officers of the Trust, submitted to us as originals or copies,
which facts we have not independently verified. Capitalized terms used herein
but not otherwise defined have the meanings ascribed to them in the Registration
Statement.
On the basis of the foregoing, and assuming compliance with the Securities Act
of 1933, as amended, the Investment Company Act of 1940, as amended, and
applicable state laws regulating the sale of securities, and assuming further
that all of the Rule 24f-2 Shares sold during the fiscal year ended September
30, 1996 were sold in accordance with the terms of the Trust's Prospectus and
Statement of Additional Information in effect at the time of sale at a sales
price in each case in excess of the par value of the Rule 24f-2 Shares, we are
of the opinion that such Rule 24f-2 Shares were legally issued, fully paid and
non-assessable by the Trust. We note, however, that shareholders of a
Massachusetts business trust may under certain circumstances be subject to
assessment at the insistence of creditors to pay the obligations of such trust
in the event that its assets are insufficient for the purpose.
We are members of the Bar of the State of New York and do not hold ourselves out
as being conversant with the laws of any jurisdiction other than those of the
United States of America and the State of New York. We note that we are not
licensed to practice law in the Commonwealth of Massachusetts. Accordingly, in
rendering the opinions set forth above, we have with your consent relied, as to
all matters of Massachusetts law, on the opinion of Bingham, Dana & Gould,
special Massachusetts counsel to the Trust, which opinion is attached hereto.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Rule 24f-2 Notice.
Very truly yours,
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[BINGHAM DANA & GOULD LETTERHEAD]
Form 24F-2 OPINION]
November 13, 1996
GE Funds
3003 Summer Street
Stamford, Connecticut 06904
Ladies and Gentlemen:
We have acted as special Massachusetts counsel for GE Funds, a Massachusetts
business trust (the "Trust"), created under a written Declaration of Trust dated
August 10, 1992, as amended (the "Trust Agreement").
In connection with this opinion, we have examined the following described
documents:
(a) a certificate of the Secretary of State of The Commonwealth of
Massachusetts as to the existence of the Trust;
(b) a copy, certified by the Secretary of State of The Commonwealth of
Massachusetts, of the Trust's Declaration of Trust and of all amendments thereto
on file in the office of the Secretary of State; and
(c) a Certificate executed by Matthew J. Simpson, Secretary of the Trust,
certifying as to, and attaching copies of, the Trust's By-Laws and certain votes
of the Trustees of the Trust authorizing the issuance of an indefinite number of
shares of beneficial interest.
In such examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all of the documents reviewed by us as copies,
the authenticity and completeness of all original documents reviewed by us in
original or copy form and the legal competence of each individual executing any
document.
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This opinion is based solely on our review of the documents listed above. We
have made no other review or investigation of any kind whatsoever, and we have
assumed, without independent inquiry, the accuracy of the information set forth
in such documents.
This opinion is limited solely to the laws of The Commonwealth of Massachusetts
(other than the Massachusetts Uniform Securities Act, as to which we express no
opinion) as applied by courts in such Commonwealth, to the extent such laws may
apply to or govern the matters covered by this opinion.
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our
opinion that the shares of beneficial interest of the Funds, when issued and
sold in accordance with the Trust Agreement and By-Laws, were legally issued,
fully paid and non-assessable. Shareholders of the Trust may under certain
circumstances be held personally liable for its obligations.
We understand that Willkie Farr & Gallagher will rely on this opinion in order
to prepare an opinion to the Trust, which will be filed with the Securities and
Exchange Commission and which will include this opinion as an attachment. We
hereby consent to such use and filing of this opinion.
Very truly yours,
BINGHAM DANA & GOULD LLP
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