0001193125-12-517548 Sample Contracts

FORM OF GE INVESTMENTS FUNDS, INC. TOTAL RETURN FUND SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 28th, 2012 • Ge Investments Funds Inc • New York

This agreement (“Agreement”) is made as of , 2012, by and among GE ASSET MANAGEMENT INCORPORATED (“GEAM”), a Delaware corporation, GE INVESTMENTS FUNDS, INC., a Virginia corporation (“Company”), on behalf of the TOTAL RETURN FUND (“Fund”), a series of the Company, solely with respect to Section 14(b) of this Agreement, and BlackRock Investment Management, LLC, a Delaware limited liability company (“Sub-Adviser”).

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AMENDED AND RESTATED DISTRIBUTION AGREEMENT between GE INVESTMENTS FUNDS, INC. and GE INVESTMENT DISTRIBUTORS, INC.
Distribution Agreement • December 28th, 2012 • Ge Investments Funds Inc • New York

THIS AGREEMENT, made and entered into this 17th day of December, 2012, by and between GE Investments Funds, Inc. (the “Company”), a corporation organized under the laws of the Commonwealth of Virginia, and GE Investment Distributors, Inc. (“GEID”), a corporation organized under the laws of the State of Delaware.

FORM OF AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT GE INVESTMENTS FUNDS, INC. TOTAL RETURN FUND GE ASSET MANAGEMENT INCORPORATED
Administration Agreement • December 28th, 2012 • Ge Investments Funds Inc

THIS AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT (this “Second Amendment”) is made as of , 20 , between GE ASSET MANAGEMENT INCORPORATED (“GEAM”) and GE INVESTMENTS FUNDS, INC. (the “Company”) on behalf of its Total Return Fund (the “Fund”).

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