0001193125-08-190119 Sample Contracts

GE INVESTMENTS FUNDS, INC. SMALL-CAP EQUITY FUND FIRST AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 4th, 2008 • Ge Investment Funds Inc • New York

This agreement (“Agreement”) is made as of October 1, 2008, by and among GE ASSET MANAGEMENT INCORPORATED (formerly known as GE Investment Management Incorporated) (“GEAM”), a Delaware corporation, GE INVESTMENTS FUNDS, INC., a Virginia corporation (“Company”), on behalf of the SMALL-CAP EQUITY FUND (“Fund”), a series of the Company, solely with respect to Section 13(b) of this Agreement, and PALISADE CAPITAL MANAGEMENT, L.L.C., a New Jersey limited liability company (“Sub-Adviser”).

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SCHEDULE A
Distribution Agreement • September 4th, 2008 • Ge Investment Funds Inc • New York

This Schedule A supersedes all previous Schedule A’s created with respect to the Distribution Agreement (the “GEI Funds Rule 12b-1 Agreement”) between GE Investment Distributors, Inc. and GE Investments Funds, Inc., dated March 12, 2008. It is intended that the GEI Funds Rule 12b-1 Agreement apply to each Fund set forth below:

INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT GE INVESTMENTS FUNDS, INC. EMERGING MARKETS EQUITY FUND GE ASSET MANAGEMENT INCORPORATED
Investment Advisory and Administration Agreement • September 4th, 2008 • Ge Investment Funds Inc

Agreement made as of September 15, 2008 between GE ASSET MANAGEMENT INCORPORATED (“GEAM”) and GE INVESTMENTS FUNDS, INC. (the “Company”) on behalf of its Emerging Markets Equity Fund (the “Fund”).

EXPENSE LIMITATION AGREEMENT with respect to EMERGING MARKETS EQUITY FUND HIGH YIELD FUND June 11, 2008
Expense Limitation Agreement • September 4th, 2008 • Ge Investment Funds Inc • New York

This Expense Limitation Agreement (this “Agreement”) is by and between GE Asset Management Incorporated (“GEAM”) and GE Investments Funds, Inc. (the “Company”), on behalf of the Emerging Markets Equity Fund and the High Yield Fund (each a “Fund,” collectively, the “Funds”).

AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT GE INVESTMENTS FUNDS, INC. SMALL-CAP EQUITY FUND GE ASSET MANAGEMENT INCORPORATED
Investment Advisory and Administration Agreement • September 4th, 2008 • Ge Investment Funds Inc

THIS AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT (this “Amendment”) is made as of October 1, 2008, between GE ASSET MANAGEMENT INCORPORATED (“GEAM”) and GE INVESTMENTS FUNDS, INC. (the “Company”) on behalf of its Small-Cap Equity Fund (the “Fund”).

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