UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

GE INVESTMENTS FUNDS, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

GE INVESTMENTS FUNDS, INC.

U.S. EQUITY FUND

PREMIER GROWTH EQUITY FUND

SMALL-CAP EQUITY FUND

S&P 500 INDEX FUND

CORE VALUE EQUITY FUND

INCOME FUND

TOTAL RETURN FUND

REAL ESTATE SECURITIES FUND

1600 Summer Street

Stamford, Connecticut 06905

SPECIAL MEETING OF SHAREHOLDERS

YOUR VOTE IS IMPORTANT

[●],September 23, 2016

Dear Contract Owner:

We are asking for your support for a series oftwo important proposals (the “Proposals”) affecting your investment in one or more of the investment portfolios of the GE Investments Funds, Inc. (the “Company”) listed above (each, a “Fund,” and collectively, the “Funds”). A special meeting of shareholders (the “Meeting”) of the Funds will be held to consider the Proposalsproposals at 1600 Summer Street, Stamford, Connecticut 06905, on [●],November 2, 2016, at [●]10:00 a.m. (Eastern Time). As a record owner of a variable annuity contract or variable life insurance contract (each, a “variable contract”) investing in the Funds, you have the right to instruct Genworth Life and Annuity Insurance Company, Genworth Life Insurance Company of New York, Pacific Life Insurance Company, or Transamerica Life Insurance Company, as applicable, as to the manner in which the shares of the Funds attributable to your variable contract should be voted.

At the Meeting, shareholders will be asked to consider and vote on proposals to amend the followingArticles of Incorporation of the Company, as amended and/or restated to date (the “Articles of Incorporation”), to change the name of the Company and to permit the Board of Directors of the Company (the “Board”) to approve future name changes without shareholder approval (the “Proposals”). The Proposals which relate to the rebranding of the Company in connection with the asset purchase agreement entered into on March 29, 2016 by General Electric Company (“GE”) with State Street Corporation (“SSC”) for the sale of the asset management and advisory services business conducted by GE Asset Management Incorporated (“GEAM”), a wholly owned subsidiary of GE and the Funds’ investmentthen-investment adviser, and certain of its subsidiaries (the “Transaction”). TheIn connection with the Transaction, is expected to close inat a special meeting of shareholders of the third quarter ofFunds held on June 22, 2016, pending receipt of certain regulatory approvalsthe shareholders approved, among other proposals, a new investment advisory and subject to satisfaction of other customary closing conditions. Pursuant to the Transaction,administration agreement for each Fund with SSGA Funds Management, Inc. (“SSGA FM”), an affiliate of SSC, will acquirepursuant to which SSGA FM replaced GEAM as investment adviser and administrator to the rights, title and interest in certain assets, and assume certain liabilities,Funds upon consummation of GEAM. Under applicable law, the Transaction will result inon July 1, 2016.

Historically, and consistent with a common industry practice, the automatic terminationname of each Fund’s currentthe Company has reflected the name of the investment advisory and sub-advisory agreements.adviser to the Funds. Given that SSGA FM has replaced GEAM as investment adviser to the Funds, SSGA FM determined that it would be appropriate for the name of the Company to reflect its affiliation with SSGA FM, the Funds’ new investment adviser, by changing the Company’s name to State Street Variable Insurance Series Funds, Inc. In order to change the Company’s name, it is necessary to amend the Articles of Incorporation to reflect the new name. As a result, all Fund shareholders are being asked to approve new agreements that will providean amendment to the Articles of Incorporation to change the name of the Company. In addition, to avoid the necessity of convening a shareholder meeting for a continuous investment program forany future name change, all Fund shareholders are being asked

to approve an amendment to the Funds.Articles of Incorporation to permit the Board to approve changes in the name of the Company without first seeking shareholder approval. For the reasons explained in detail in the accompanying proxy statement (the “Proxy Statement”),GEAMSSGA FM and the Board of Directors of the Company (the “Board”) recommend that you vote in favor of each Proposal applicable to your Fund, as noted below.the Proposals.

For all Fund shareholders:

For Small-Cap Equity Fund shareholders:

For Real Estate Securities Fund shareholders:

For Total Return Fund shareholders:

Shareholders of the S&P 500 Index Fund should note that they are not being asked to approve a new sub-advisory agreement for the Fund. SSGA FM currently serves as sub-adviser of the S&P 500 Index Fund. While the current sub-advisory agreement with respect to the S&P 500 Index Fund will terminate as a result of the Transaction, shareholders are being asked to approve a new investment advisory and administration agreement with SSGA FM pursuant to Proposal 1. If approved, SSGA FM will become the investment adviser and administrator to the S&P 500 Index Fund and the Fund will not retain a sub-adviser.

It is expected that the personnel providing investment advisory services to the Funds will not change as a result of the Transaction. Upon the closing the Transaction, it is expected that the existing GEAM team will become employees of SSGA FM and its affiliates, with the same individuals at GEAM currently investing assets on behalf of the Funds doing so as part of SSGA FM in order to facilitate a seamless transition of the portfolio management services provided.

Therethere will be no change in your share ownership in the Funds, nor will there be any change in the investment objective or policies of any Fund in connection with the Transaction.Fund. The Funds will not bear the cost of this proxy solicitation. GEAMSSGA FM will bear the cost of this proxy solicitation.

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Please note that consummation of the Transaction is subject to various conditions, as described more fully in the enclosed Proxy Statement. If the Transaction is not consummated, none of the Proposals, if approved, will be implemented.

The enclosed Proxy Statement explains the Proposals to be considered in greater detail. Please read it carefully. Although we hope that you can attend the Meeting in person, we urge you in any event to vote your shares at your earliest convenience in order to make sure that you are represented at the Meeting.

As an owner of a variable contract your insurance company holds shares of one or more Funds on your behalf. Although you are not a shareholder of the Funds, you have the right to instruct your insurance company on how to vote Fund shares corresponding to your investment through your variable contract.

To ensure that your instructions are counted, please:

Thank you for your prompt attention to this matter. If you have any questions about the Proposals, please contact our proxy information linetoll-free at 1-877-361-7965.

Sincerely,

/s/ Jeanne M. LaPortaLa Porta

Jeanne M. LaPortaLa Porta

President of GE Investments Funds, Inc.

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GE INVESTMENTS FUNDS, INC.

U.S. EQUITY FUND

PREMIER GROWTH EQUITY FUND

SMALL-CAP EQUITY FUND

S&P 500 INDEX FUND

CORE VALUE EQUITY FUND

INCOME FUND

TOTAL RETURN FUND

REAL ESTATE SECURITIES FUND

1600 Summer Street

Stamford, Connecticut 06905

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [●],NOVEMBER 2, 2016

To owners of variable life insurance contracts and variable annuity contracts (each, a “variable contract”) issued by Genworth Life and Annuity Insurance Company, Genworth Life Insurance Company of New York, Pacific Life Insurance Company, or Transamerica Life Insurance Company (collectively, the “Insurance Companies”) entitled to give voting instructions in connection with certain separate accounts established by the Insurance Companies:

A special meeting of the shareholders (the “Meeting”) of each of the funds listed above (each, a “Fund,” and collectively, the “Funds”), each a series of GE Investments Funds, Inc. (the “Company”), will be held at 1600 Summer Street, Stamford, Connecticut 06905 on [●],November 2, 2016 at [●]10:00 a.m. (Eastern Time), or at any adjournment(s) or postponement(s) thereof, for the following purposes:

For all FundsFunds::

For Small-Cap Equity Fund shareholders:

(collectively, the “Small-Cap Equity FundSub-Advisers”) (Proposals 4A to 4E)

For Real Estate Securities Fund shareholders:

For Total Return Fund shareholders:

Separate accounts of the Insurance Companies are the only shareholders of the Funds. However, the Insurance Companies hereby solicit instructions for voting shares of the Funds attributable to their separate accounts from owners of variable contracts having contract values allocated to such separate accounts invested in such shares as of the Record Date (as defined below) and agree to vote such shares at the Meeting in accordance with such instructions received in a timely manner.

Shareholders of the S&P 500 Index Fund should note that they are not being asked to approve a new sub-advisory agreement for the Fund. SSGA FM currently serves as sub-adviser of the S&P 500 Index Fund. While the current sub-advisory agreement with respect to the S&P 500 Index Fund will terminate as a result of the Transaction, shareholders are being asked to approve a new investment advisory and administration agreement with SSGA FM pursuant to Proposal 1. If approved, SSGA FM will become the investment adviser and administrator to the S&P 500 Index Fund and the Fund will not retain a sub-adviser.

The Board of Directors has fixed April 22,August 31, 2016 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Meeting, or at any adjournment(s) or postponement(s) thereof. As a variable contract owner of record at the close of business on April 22,August 31, 2016, you have the right to instruct your Insurance Company as to the manner in which shares of a Fund attributable to your variable contract should be voted. A Proxy Statement is attached to this Notice that describes the matters to be voted upon at the Meeting or any adjournment(s) or postponement(s) thereof, and a ProxyVoting Instruction Card is enclosed for you to provide your voting instructions to your Insurance Company.

Your voting instructions on these proposals are important. Please provide your voting instructions as soon as possible to save the expense of additional solicitations. You can vote quickly and easily by completing and

mailing the enclosed ProxyVoting Instruction Card, or by telephone or on the Internet.internet. Please follow the instructions that appear on your enclosed ProxyVoting Instruction Card to ensure your voting instructions are properly and timely recorded.

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Copies of the Company’s most recent Annual Report and Semi-Annual Report to shareholders are available on the Company’s website atwww.geam.com/prospectus or will be furnished without charge, upon request, by writing to the Company at 1600 Summer Street, Stamford, Connecticut 06905, Attn: Mutual Fund Services, or by calling1-800-352-9910 (for Genworth Life and Annuity Insurance Company), 1-800-313-5282 (for Genworth Life Insurance Company of New York), 1-800-722-4448 (for Pacific Life Insurance Company), or1-800-525-6205 (for Transamerica Life Insurance Company).

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be Held on [●],November 2, 2016:

This Proxy Statement is available on the internet atwww.proxyweb.comhttps://proxyonline.com/docs/ssga/.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH PROPOSAL.

By Order of the Board of Directors

/s/ JoonWonJoon Won Choe

JoonWonJoon Won Choe

Secretary

Stamford, Connecticut

[●],September 23, 2016

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TABLE OF CONTENTS

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GE INVESTMENTS FUNDS, INC.

U.S. EQUITY FUND

PREMIER GROWTH EQUITY FUND

SMALL-CAP EQUITY FUND

S&P 500 INDEX FUND

CORE VALUE EQUITY FUND

INCOME FUND

TOTAL RETURN FUND

REAL ESTATE SECURITIES FUND

PROXY STATEMENT

For a Special Meeting of Shareholders

on [●],November 2, 2016

BACKGROUND ON THE PROPOSALS

General

What is the purpose of the Meeting?

This Proxy Statement is being furnished on behalf of the Board of Directors (the “Board”) of GE Investments Funds, Inc. (the “Company”) by Genworth Life and Annuity Insurance Company, Genworth Life Insurance Company of New York, Pacific Life Insurance Company, and Transamerica Life Insurance Company (collectively, the “Insurance Companies”) to owners of variable annuity contracts and variable life insurance contracts (together, the “variable contracts”) issued by the Insurance Companies and having contract values on April 22,August 31, 2016 (the “Record Date”) allocated to sub-accounts of certain separate accounts (the “Separate Accounts”) of the Insurance Companies that are invested in shares of the U.S. Equity Fund, Premier Growth Equity Fund, Small-Cap Equity Fund, S&P 500 Index Fund, Core Value Equity Fund, Income Fund, Total Return Fund and Real Estate Securities Fund (each, a “Fund,” and collectively, the “Funds”), each an investment portfolio of the Company.

The Board has called this special meeting of shareholders (the “Meeting”) to present severalthe following important proposalsproposals:

In Proposal 1, shareholders of all Funds are being asked to approve an amendment to the Articles of Incorporation of the Company, as amended and/or restated to date (the “Proposals”“Articles of Incorporation”), which relate to change the name of the Company.

In Proposal 2, shareholders of all Funds are being asked to approve an amendment to the Articles of Incorporation to permit the Board to change the name of the Company without seeking shareholder approval.

This Proxy Statement provides additional information about the Proposals.SSGA Funds Management, Inc. (“SSGA FM”), the investment adviser to the Funds, and the Board recommend that you vote in favor of each Proposal. This Proxy Statement and related proxy materials will be first made available to shareholders on or about September 30, 2016.

What Proposals will each shareholder (and variable contract owner) be asked to vote on?

Shareholders of all Funds will be asked to vote on each Proposal. For each Proposal, shareholders of all Funds will vote together and not by Fund or share class.

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Proposal 1: Changing the Name of the Company

Why are shareholders being asked to approve a change in the name of the Company?

Proposal 1 relates to the rebranding of the Company in connection with the asset purchase agreement entered into on March 29, 2016 by General Electric Company (“GE”) with State Street Corporation (“SSC”) for the sale of the asset management and advisory services business conducted by GE Asset Management Incorporated (“GEAM”), a wholly owned subsidiary of GE and the Funds’ investmentthen-investment adviser, and certain of its subsidiaries (the “Transaction”). The Transaction is expected to close in the third quarter of 2016 pending receipt of certain regulatory approvals and subject to satisfaction of other customary closing conditions. Pursuant toIn connection with the Transaction, SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”), an affiliateat a special meeting of SSC, will acquire the rights, title and interest in certain assets, and assume certain liabilities of GEAM.GEAM and the Board recommend that you vote in favor of each Proposal applicable to your Fund. This Proxy Statement and related proxy materials will be first made available to shareholders on or about [●], 2016.

In Proposal 1, shareholders of each Fund are being asked to approve anthe Funds held on June 22, 2016, the shareholders approved, among other proposals, a new investment advisory and administration agreement (each afor each Fund with SSGA FM, an affiliate of SSC (the “New Investment Advisory and Administration Agreement”Agreements”) for their respective Fund, pursuant to which SSGA FM will replacereplaced GEAM as investment adviser and administrator to each Fundthe Funds upon consummation of the Transaction. Under the laws governing U.S. mutual funds, a mutual fund investment advisory agreement is required to provide for its automatic termination upon its “assignment” (as defined in the Investment Company Act of 1940 (the “1940 Act”)). Thus, by their terms, the current investment advisory and administration agreements under which GEAM provides investment advisory services to the Funds (the “Existing GEAM Agreements”) will automatically terminate upon consummation of the Transaction. Accordingly, shareholders of each Fund are being asked to approve a new investment advisory and administration agreement with the AdviserTransaction on substantially similar terms as the Existing GEAM Agreements. The differences in terms between the New Investment Advisory and Administration Agreement and the Existing GEAM Agreements are described in additional detail in Proposal 1. This joint proxy statement of the Funds (the “Proxy Statement”) provides additional information about the Transaction and the new investment advisory and administration agreement. July 1, 2016.

The Board believes that approval of the new agreementit is important to provide continuity of the high quality investment advisory services that your Fund has received in the past.

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In Proposal 2, shareholders of the Funds are being asked to approve the election of Directors to the Board. Each of the nominees currently serves as a Director of the Company. Shareholders are being asked to approve the election of the nominees in order to ensure ongoing compliance with applicable provisions of the 1940 Act in connection with the Transaction.

In Proposal 3, shareholders of the Funds are being asked to approve manager-of-managers authority for SSGA FM. GEAM currently manages the assets of certain Funds using a manager-of-managers approach under which GEAM may allocate some or allthere be broad recognition of the Funds’ assets among one or more specialist sub-advisers. GEAM exercisesrelationship with their investment adviser. In this authority in accordanceregard, historically, and consistent with a common industry practice, the terms of an exemptive order from the Securities and Exchange Commission (the “SEC”) that enables GEAM, subject to approvalname of the Board,Company has reflected the name of the investment adviser to enter into and materially amend sub-advisory agreements with unaffiliated sub-advisers without shareholder approval.the Funds. Given that SSGA FM also has obtained an exemptive order from the SEC that is substantially similarreplaced GEAM as investment adviser to the exemptive order under which GEAM exercises manager-of-managers authority. If manager-of-managers authority is approved by a Fund’s shareholders foreach Fund, SSGA FM determined that it would be appropriate for the name of the Company to reflect its affiliation with SSGA FM, may, subjectthe Funds’ new investment adviser, by changing the Company’s name to Board approval, enter into and materially amend investment sub-advisory agreements with unaffiliated sub-advisers for the Fund without obtaining shareholder approval in each case. If approved by the relevant Fund’s shareholders, SSGA FM is expected to enter into sub-advisory agreements that will continue (i) the Small-Cap Equity Fund’s current sub-advisory arrangements with each of Palisade Capital Management, LLC; Champlain Investment Partners, LLC; GlobeFlex Capital, L.P.; Kennedy Capital Management,State Street Variable Insurance Series Funds, Inc.; and SouthernSun Asset Management LLC (collectively, the “Small-Cap Equity Fund Sub-Advisers”), (ii) the Real Estate Securities Fund’s current sub-advisory arrangement with CenterSquare Investment Management, Inc. (“CenterSquare” or the “Real Estate Securities Fund Sub-Adviser”) and (iii) the Total Return Fund’s current sub-advisory arrangement with BlackRock Investment Management, LLC (“BlackRock or the “Total Return Fund Sub-Adviser” and, together with the Small-Cap Equity Fund Sub-Advisers and CenterSquare, the “Existing Sub-Advisers”), each of which will automatically terminate upon its contractual terms upon the closing of the Transaction.

In Proposals 4A-4E, shareholders of the Small-Cap Equity Fund are being asked to approve new sub-advisory agreements between SSGA FM and each Small-Cap Equity Fund Sub-Adviser (each, a “New Small-Cap Sub-Advisory Agreement”) in order to ensure that the Small-Cap Equity Fund continues to receive investment sub-advisory services in the event shareholders do not grant SSGA FM manager-of-managers authority with respect to the Small-Cap Equity Fund. The New Small-Cap Sub-Advisory Agreements will continue the sub-advisory arrangements with the Small-Cap Equity Fund Sub-Advisers subsequent to the termination of each Small-Cap Equity Fund Sub-Adviser’s current sub-advisory agreement with respect to the Fund as As a result, of the Transaction. All material terms of the existingsub-advisory agreements with the Small Cap Equityall Fund Sub-Advisers will remain substantially unchanged, except as described below under Proposals 4A-4E.

In Proposal 5, shareholders of the Real Estate Securities Fund are being asked to approve a newsub-advisory agreement for the Real Estate Securities Fund with CenterSquare (the “New Real Estate Sub-Advisory Agreement”) in order to ensure that the Real Estate Securities Fund continues to receive investment sub-advisory services in the event shareholders do not grant SSGA FM manager-of-managers authority with respect to the Real Estate Securities Fund. The New Real Estate Sub-Advisory Agreement will continue the Real Estate Securities Fund’s sub-advisory arrangement with CenterSquare subsequent to the termination of Centersquare’s current sub-advisory agreement with respect to the Fund as a result of the Transaction. All material terms of the existing sub-advisory agreement will remain unchanged, except as described below under Proposal 5.

In Proposal 6, shareholders of the Total Return Fund are being asked to approve a new sub-advisory agreement for the Total Return Fund with BlackRock (the “New Total Return Sub-Advisory Agreement” and, together with the New Small-Cap Sub-Advisory Agreements and the New Real Estate Sub-Advisory Agreement, the “New Sub-Advisory Agreements,” which, together with the New Investment Advisory and Administration Agreement, are referred to below as the “New Agreements”) in order to ensure that the Total Return Fund continues to receive investment sub-advisory services in the event shareholders do not grant SSGA FM manager-of-managers authority with respect to the Total Return Fund. The New Total Return Sub-Advisory Agreement will continue the Total Return Fund’s sub-advisory arrangement with BlackRock subsequent to the termination of BlackRock’s current sub-advisory agreement with respect to the Fund as a result of the Transaction. All material terms of the existing sub-advisory agreement will remain unchanged, except as described below under Proposal 6.

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Shareholders of the S&P 500 Index Fund should note that they are not being asked to approve a new sub-advisory agreement for the Fund. SSGA FM currently serves as sub-adviser of the S&P 500 Index Fund. While the current sub-advisory agreement with respect to the S&P 500 Index Fund will terminate as a result of the Transaction, shareholders are being asked to approve a New Investment Advisory and Administration Agreement with SSGA FM pursuant to Proposal 1. If approved, SSGA FM will become investment adviser and administratoran amendment to the S&P 500 Index Fund andArticles of Incorporation to change the Fund will not retain a sub-adviser.

What Proposals will each shareholder (and variable contract owner) be asked to vote on?

The following table summarizesname of the Proposals and the Funds whose shareholders are being asked to vote with respect thereto. For each Proposal, shareholders will vote on aFund-by-Fund basis.Company.

Will changing the Transactionname of the Company benefit the shareholders?

The Board believes that the Funds and their shareholders would receive the following potential benefits from changing the Transaction:

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Why are shareholders (and variable contract owners) being asked to approve the New Investment Advisory and Administration Agreement in Proposal 1 and the New Sub-Advisory Agreements in Proposals 4, 5 and 6?

A shareholder vote on Proposal 1, Proposals 4A to 4E, Proposal 5 and Proposal 6 is being sought because the Transaction involves the assignment by GEAM and certain of its subsidiaries to SSC of (i) the Existing GEAM Agreements and (ii) the current sub-advisory agreements between GEAM and (a) eachname of the Small-Cap Equity Sub-Advisers, (b) CenterSquare and (c) BlackRock. The laws governing U.S. mutual funds requireCompany. In particular, the name change will make clear that everySSGA FM has replaced GEAM as the investment advisory agreement (includingadviser to the Funds. This will eliminate any investment sub-advisory agreement) with a mutual fund provide for its automatic termination inpotential investor confusion as to the eventidentity of an “assignment” (as defined in the 1940 Act). Thus, in order to ensure that the Funds continue to receive investment advisory services, the Board is seeking approval from the Funds’ shareholders of the New Agreements. Under the New Investment Advisory and Administration Agreement, SSGA FM will replace GEAM asnew investment adviser and administrator to the Funds. Under the New Sub-Advisory Agreements, the Small-Cap Equity Fund will continue to be sub-advised by the Small-Cap Equity Fund Sub-Advisers, the Real Estate Securities Fund will continue to be sub-advised by CenterSquare and the Total Return Fund will continue to be sub-advised by BlackRock, each pursuant to new agreements between such sub-advisers and SSGA FM. SSGA FM will commence management of the S&P 500 Index Fund directly. The Board believes that approval of the New Agreements is important to provide continuity of the advisory and, where applicable,sub-advisory services your Fund has received in the past.make appropriate investment option selection easier for variable contract owners.

Why are shareholders (and variable contract owners)the Articles of Incorporation being askedamended to approve granting SSGA FM manager-of-managers authority in Proposal 3?change the Company’s name?

Like GEAM, SSGA FM has been granted an exemptive order by the SEC under which SSGA FM may, subject to approvalThe name of the Board, enter intoCompany is set forth in the Articles of Incorporation. Under applicable law, and materially amend sub-advisory agreements with unaffiliated sub-advisers for a fund it advises without obtaining shareholder approval in each case. This order is substantially similar to GEAM’s order. Both exemptive orders are subjectthe Articles of Incorporation, an amendment to the condition thatArticles of Incorporation is necessary to change the shareholdersCompany’s name. The Articles of each such fund approve the manager-of-managers authority before the first time it is exercised and follow certain other conditions. Shareholders previously approved GEAM’s use of manager-of-managers authority for certain of the Funds under the terms of an order substantially similar to the order granted to SSGA FM. If manager-of-managers authority is approved for SSGA FM, SSGA FM is expected to enter into sub-advisory agreements that will continue (i) the Small-Cap Equity Fund’ssub-advisory arrangementsIncorporation may only be amended with the Small-Cap Equity Fund Sub-Advisers, (ii) the Real Estate Securities Fund’s sub-advisory arrangements with CenterSquare and (iii) the Total Return Fund’s sub-advisory arrangements with BlackRock. The Board believes that approval of granting SSGA FM manager-of-managers authority is important to provide continuity of thesub-advisory services your Fund has received in the past.

What would happen if shareholders of a Fund do not approve a New Investment Advisory and Administration Agreement for the Fund?

The Board has approved an interim investment advisory and administration agreement with the Adviser for each Fund, on substantially similar terms as the Existing GEAM Agreements in the event that the Transaction closes and shareholders of a particular Fund have not yet approved a New Investment Advisory and Administration Agreement for that Fund. If a New Investment Advisory and Administration Agreement for a Fund is not approved within 150 days of the date on which the Transaction closes, the Board will take such action as it deems to be in the best interests of that Fund and its shareholders, which could involve the liquidation of the Fund and distribution of the Fund assets in kind, in cash or a combination of both.

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What would happen if shareholders of a Fund do not approve manager-of-managers authority for SSGA FM or approve a New Sub-Advisory Agreement for the Small-Cap Equity Fund, the Real Estate Securities Fund or the Total Return Fund?

The Board has approved interim sub-advisory agreements with each of the Small-Cap Equity Fund Sub-Advisers for the Small-Cap Equity Fund, with CenterSquare for the Real Estate Securities Fund and with BlackRock for the Total Return Fund, each on substantially similar terms as the existing sub-advisory agreements, in the event that the Transaction closes and shareholders of those Funds have not yet approved either manager-of-managers authority for SSGA FM or the relevant New Sub-Advisory Agreements. If manager-of-managers authority is not approved for SSGA FM, shareholders would need to specifically approve each sub-adviser for any of the Funds, including the Small-Cap Equity Fund, the Real Estate Securities Fund and the Total Return Fund. If shareholders do not approve either manager-of-managers authority or the New Sub-Advisory Agreements within 150 days of the date on which the Transaction closes, the Board will take such action as it deems to be in the best interests of each Fund and its shareholders, including, potentially, with respect to the Small-Cap Equity Fund, allocating the assets of the Fund among the Adviser and/or those Small-Cap Equity Fund Sub-Advisers with a New Sub-Advisory Agreement approved by the Fund’s shareholders, or, with respect to each of the Funds, liquidating the Fund and distributing the Fund assets in kind, in cash or a combination of both, if other options are determined not to be prudent or practicable.

Why are shareholders (and variable contract owners) not being asked to approve a new sub-advisory agreement for the S&P 500 Index Fund?

Shareholders of the S&P 500 Index Fund are not being asked to approve a new sub-advisory agreement for the S&P 500 Index Fund because SSGA FM currently serves as sub-adviser of the S&P 500 Index Fund. While the current sub-advisory agreement with respect to the S&P 500 Index Fund will terminate as a result of the Transaction, shareholders are being asked to approve a New Investment Advisory and Administration Agreement with SSGA FM pursuant to Proposal 1. If approved, SSGA FM will become investment adviser and administrator to the S&P 500 Index Fund and the Fund will no longer retain a sub-adviser.shareholder approval.

How will changing the Transactionname of the Company affect me as a Fund shareholder (and variable contract owner)?

FollowingThe name change will not affect the Transaction, each Fundvalue of your investment in which you invest will be advised by the SSGA FM, rather than GEAM.Funds. You will continue to be a shareholder ofan investor in your Fund, and its investment objective and policies will not change as a result of changing the Transaction.Company’s name.

Proposal 2: Permitting the Board to Approve Future Name Changes Without Shareholder Approval

Why are shareholders being asked to permit future name changes with Board approval but without shareholder approval?

Under the Articles of Incorporation, the Board is required to obtain shareholder approval for a change in the name of the Company. This requirement hinders the Board’s ability to efficiently act in situations where a name change would be appropriate. The New Investment Advisoryamendment would provide the Board with flexibility to react quickly to future contingencies that may make it necessary or advisable to change the name of the Company (such as those

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contemplated in Proposal 1), without causing the Funds to incur the expense and Administration Agreement is substantially similarpotential delay of soliciting shareholder approval.

How will permitting future name changes with Board approval but without shareholder approval affect me as a Fund shareholder (and variable contract owner)?

The Board’s additional flexibility to accommodate future name changes without incurring the delay and expenses of holding a shareholder meeting will not alter in any way the Board’s existing fiduciary duties to the Existing GEAM Agreements, except forFunds.

Other Information

What would happen if shareholders do not approve a Proposal?

In the identityevent that a Proposal is not approved by shareholders at the Meeting, the Articles of the Adviser andIncorporation will remain as described further below, and each New Sub-Advisory Agreement is substantially similar to its corresponding existing agreement. In addition, the Adviser does not contemplate instituting any fundamental changes to the manner in which GEAM has historically operated its businessthey currently exist with respect to providing advisory and related ancillary services to the Funds. It is intended that the same portfolio managers will continue to manage the Funds in accordance with the same investment objectives and policies.

How do the proposed New Investment Advisory and Administration Agreement and New Sub-Advisory Agreements differ from the current arrangements in non-fee terms?

The terms and conditions of the New Investment Advisory and Administration Agreement is substantially similar to those of the Existing GEAM Agreements, except that the New Investment Advisory and Administration Agreement (i) clarifies the Adviser’s responsibility with respect to the selection and oversight of sub-advisers, (ii) with respect to the Adviser’s use of “soft dollar” arrangements, more clearly states the standard set out under Section 28(e) of the Securities Exchange Act of 1934, (iii) designates the Commonwealth of Massachusetts as the governing law of the agreementsProposal and the exclusive forum for actions arising underBoard will take such action as it deems to be in the agreements and (iv) clarifies that there are no third-party beneficiaries to the agreements. With the exceptionbest interest of the S&P 500 Index Fund, the Adviser is not expecting to change the net amounts of the combined fee for investment advisory and administrative services that is accrued daily and paid monthly by each Fund (each, a “Management Fee”) under the New Investment Advisory and Administration Agreement. The Adviser is proposing to lower the combined Management Fee of the S&P 500 Index Fund from 35 basis points to 25 basis points. The Board believes continuing the advisory arrangements will be beneficial to the Funds and their shareholders, by, among other things, offering the continued abilitywhich may include calling a second meeting of shareholders to benefit from the expertise of the same portfolio managers of GEAM currently managing the Funds.

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In addition, the terms and conditions of the New Sub-Advisory Agreements are substantially the same as those under the current arrangements. The differences between the agreements are described below under Proposals 4-6. There will be no change in sub-advisory fees under the New Sub-Advisory Agreements. The Board believes continuing thesub-advisory arrangements will be beneficial to the Funds and their shareholders by, among other things, offering the continued ability to benefit from the expertise of the same portfolio managers of the Existing Sub-Advisers currently managing the Funds.

Will the Adviser, Existing Sub-Advisers and the portfolio managers remain the same?

Yes. Upon consummation of the Transaction, and subject to shareholder approval, the same portfolio managers are expected to continue to manage the Funds. Looking ahead, you can expect the same level of management expertise and high quality service to which you’ve grown accustomed as a shareholder of the Funds.

Why are shareholders (and variable contract owners) being asked to approve the election of Directors to the Board of each Fund in Proposal 2?

Two of the nominees, Donna M. Rappaccioli and Jeanne M. La Porta, were appointed to serve as Directors by action of the Board in 2012 and 2014, respectively. However, they have not yet been considered for servicevote on the Board by the shareholders. Accordingly, the Board nominates Ms. Rappaccioli and Ms. La Porta for your consideration to serve as members of your Board. The Board also nominates John R. Costantino and R. Sheldon Johnson for your consideration to continue to serve as members of the Board of each Fund. Mr. Costantino and Mr. Johnson have already been approved by the shareholders in 1997 and 2011, respectively. Each of Ms. Rappaccioli and Messrs. Costantino and Johnson are not “interested persons” (as defined in the 1940 Act) of the Funds, GEAM or the Adviser (“Independent Directors”). Ms. La Porta currently serves as an “Interested Director” as she is an “interested person” (as defined in the 1940 Act) of the Funds as a result of her role with GEAM.

The safe harbor of Section 15(f) of the 1940 Act permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive an amount or benefit in connection with a sale of securities or other interest in the investment adviser, provided that certain conditions are satisfied. Among other conditions, the safe harbor requires that at least 75% of the members of the investment company’s board cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor during the three-year period after the sale. At the closing of the Transaction, it is proposed that Mr. Costantino, Mr. Johnson and Ms. Rapaccioli will continue to serve as Independent Directors of the Funds, and Ms. La Porta will serve as an Interested Director of the Funds as a result of her anticipated role with the Adviser.Proposal.

Does the approval of anyone Proposal depend on the approval of anythe other Proposals or other events?Proposal?

No. Shareholders will vote on each Proposal separately by Fund. The approval of Proposals 4A-4E for the Small-Cap Equity Fund, Proposal 5 for the Real Estate Securities Fund and Proposal 6 for the Total Return Fund are contingent upon the approval of Proposal 1 for each of those Funds.separately. The approval of Proposal 3 for a Fund is contingent upon the approval of Proposal 1 for that Fund. The approval of Proposals 1 and 2 for a Fund is not contingent upon the approval of any other Proposal for2. The approval of Proposal 2 is not contingent upon the approval of Proposal 1. In the event that Fund. The implementation of eachshareholders approve Proposal is contingent on2, but not Proposal 1, the consummationBoard would be authorized to change the name of the Transaction.Company to State Street Variable Insurance Series Funds, Inc. without shareholder approval.

Will my Fund pay for this proxy solicitation or for the costs of the Transaction?solicitation?

No. The Funds will not bear these costs. GEAMSSGA FM will bear all normal and customary fees and expenses in connection with the TransactionProposals (including, but not limited to, proxy and proxy solicitation costs, printing costs Directors’ fees relating to the special Board meetings and legal fees).

THE BOARD OF EACH FUNDUNANIMOUSLY RECOMMENDS THAT YOU VOTE

IN FAVOR

OF EACH OF THE PROPOSALS.

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VOTING INFORMATION

General

The Company is a Virginia corporation organized on May 14, 1984, and is registered with the SECSecurities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, Act.as amended (the “1940 Act”).

Voting by Insurance Companies

The Separate Accounts are the only shareholders of record of the Funds. Each Separate Account is a segregated asset account established by an Insurance Company. Certain Separate Accounts are registered with the SEC under the 1940 Act as unit investment trusts, whereas other Separate Accounts are excluded from the definition of “investment company” for purposes of the 1940 Act and therefore are not registered with the SEC under the 1940 Act. Net premiums paid by a variable contract owner may be allocated to one or more of the sub-accounts of each Separate Account that invest in shares of the Funds.

Each Insurance Company will vote the shares of the Funds held by its Separate Accounts at the Meeting in accordance with timely instructions received from persons entitled to give voting instructions under the variable contracts. All properly executed ProxyVoting Instruction Cards received by the issuing Insurance Company by the close of business on [●]November 1, 2016 will be counted for purposes of voting at the Meeting.

The number of shares of capital stock in a Fund for which a variable contract owner may give voting instructions is equal to the number of shares, or fraction of shares, held in the Separate Account attributable to the owner’s variable contract on the Record Date. Each share of such outstanding capital stock is entitled to one vote, and fractional votes are counted.

Each Insurance Company will vote shares attributable to variable contracts as to which no voting instructions are received in proportion (for, against, or abstain) to those for which instructions are received. If an executed ProxyVoting Instruction Card is received but does not specify a choice as to one or more Proposals, each Insurance Company will consider its timely receipt as an instruction to vote in favor of the Proposal(s). Consistent with the foregoing, voting instructions with respect to a Proposal to abstain and broker “non-votes” (voting instructions from brokers or other nominees indicating that they have not received instructions from the owner or other persons entitled to give voting instructions) will effectively be votes against the Proposal. In certain circumstances, an Insurance Company has the right to disregard voting instructions from certain variable contract owners, although GEAMSSGA FM is not aware that any Insurance Company believes that these circumstances exist with respect to the matters to be voted on at the Meeting.

The Insurance Companies do not require that a specified number of variable contract owners submit voting instructions before the Insurance Companies will vote the shares of a Fund held by their respective Separate Accounts at the Meeting. Therefore, a small number of variable contract owners may determine whether a Proposal is approved. In determining to vote the shares of a Fund held by its Separate Accounts at the Meeting, an Insurance Company, in its sole discretion, may consider such factors as (1) the percentage of votes represented by voting instructions received by the Insurance Company, and (2) the percentage of variable contracts represented by voting instructions received by the Insurance Company. When such determination has been made, the Insurance Company will vote the shares of the Fund held by its Separate Accounts as outlined in the paragraph above. In the unlikely event that an Insurance Company determines not to vote the shares of a Fund held by its Separate Account, the Insurance Company may re-solicit instructions for voting shares of such Fund from the variable contract owners having contract values allocated to such Separate Account.

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Solicitation of Voting Instructions

Voting instructions are being solicited primarily by mail. Additional solicitations may be made by telephone or facsimile by officers or other employees of SSGA FM or its affiliates, and/or officers or other employees of an Insurance Company or its affiliates, who will not be separately compensated for such activities. The cost of theany such additional solicitation will be borne by each Insurance Company.SSGA FM.

NotwithstandingD.F. King & Co., Inc. (“D.F. King”) has been retained to assist in the foregoing, GEAM may engage Broadridge Financial Solutions, Inc.solicitation of proxies. D.F. King’s fees are estimated to make additional solicitationsbe $30,000 plus a reasonable amount to cover out-of-pocket expenses. D.F. King will provide certain project management services, including solicitation of voting instructions by telephoneand tabulation of votes. This fee estimate does not include legal expenses for preparing the proxy materials or facsimile.the costs of printing or mailing proxy materials or other miscellaneous related expenses. The anticipated costfees of such engagement is expectedD.F. King as well as all expenses related to be approximately [$●], which shall be borne by GEAM. The Funds will not bear the cost of this proxy solicitation. GEAM will also bear the cost of preparing, printing and mailing of the Proxy Statement and other proxy materials includingwill also be borne by SSGA FM, the solicitationtotal cost of voting instructions from variable contract owners.which is estimated to be $120,000.

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Variable contract owners have three options for submitting voting instructions:

The Insurance Companies and the Company encourage variable contract owners to vote via the internet or by telephone. Votes cast via the internet or over the telephone are recorded immediately and avoid the risk that postal delays will cause a ProxyVoting Instruction Card to arrive late and therefore not be counted.

Revocation of Voting Instructions

Variable contract owners may revoke their voting instructions at any time prior to the close of business on [●]November 1, 2016 by submitting a properly executed later-dated ProxyVoting Instruction Card or by submitting written notice to the Insurance Company that issued their variable contract or to the Secretary of the Company.

Shareholder Information

Each Fund currently has one class of shares outstanding, namely Class 1 shares, except for the Total Return Fund, which has two classes of shares outstanding, namely Class 1 and Class 4 shares, except for the Total Return Fund, which has three classes of shares outstanding, namely Class 1, Class 2, and Class 3 and the S&P 500 Index Fund has one class of shares outstanding, namely Class 1.shares. As of the Record Date, each of the Funds has the numbers of shares outstanding as set forth inExhibit A (“Outstanding Shares”), which, in each case equals the number of votes to which the shareholders of such Fund are entitled. As of the Record Date, there were no variable contract owners who beneficially owned a 5% or greater voting interest in any Fund, and officers and Directors of the Company, in the aggregate, beneficially owned (i.e., as owners of variable contracts) less than 1% of each Fund’s Outstanding Shares.

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Quorum

The presence, in person or by proxy, of the holders of one-third of the Outstanding Shares of a Fund constitutes a quorum for the Meeting for that Fund with respect to Proposals 1, 3, 4A to 4E, 5 and 6. With respect to Proposal 2 (Election of Directors), the presence in person or by proxy of the holders of one-third of the Outstanding Shares of the Company constitutes a quorum for the Meeting. However, because the Separate Accounts are the holders of record of all the Outstanding Shares, the Company expects all of the Outstanding Shares to be present at the Meeting.

Required Vote

If a quorum is present at the Meeting, theThe approval of Proposals 1, 3, 4A to 4E, 5 and 6 for a Fund (as applicable)each Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of that Fund, which means the affirmative vote of the lesser of: (1) more than 50%holders of a majority of the Outstanding Shares of that Fund,the Company present in person or (2) 67% or more of the Outstanding Shares of that Fund presentby proxy at the Meeting, (in person or represented by proxy), if the holders of more than 50% of the Outstanding Shares ofprovided that Fund are present at the Meeting. The approval ofa quorum is present. For each nominee proposed in Proposal, 2 requires a plurality of all Outstanding Shares of the Company voting, meaning that to be elected, a nominee must be one of the four nominees receiving the most “FOR” votes because the four nominees receiving the most “FOR” votes (even if less than a majority of the votes cast) will be elected. Each Proposal will be voted on separately. All Outstanding Shares of each Fund will vote in the aggregate as one class, and not by

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class of shares, on Proposals 1, 3, 4A to 4E, 5 and 6, as applicable, with each Fund voting separately. With respect to Proposal 2, all Outstanding Shares of the Company will vote together and not by Fund. The approval ofEach Proposal 3 for each Fund, 4A to 4E for the Small-Cap Equity Fund, Proposal 5 for the Real Estate Securities Fund and Proposal 6 for the Total Return Fund are each contingent upon the approval of Proposal 1 for that Fund. The approval of Proposals 1 and 2 for a Fund is not contingent upon the approval of any other Proposal for that Fund.will be voted on separately.

With regard to Proposals 1, 3, 4A to 4E, 5 and 6, votesVotes may be cast IN FAVOR OF or AGAINST each Proposal, or a variable contract owner may ABSTAIN from voting. With regard to Proposal 2, votes may be cast FOR one or all of the nominees, or the authority to vote may be WITHHELD with respect to one or all of the nominees.

In determining whether shareholders have approved a Proposal, brokernon-votes, votes that are withheld, and abstentions will be treated as shares present at the Meeting for establishing a quorum but that have not been voted. Accordingly, assuming the presence of a quorum, brokernon-votes and abstentions effectively will be votes “AGAINST” Proposals 1, 3, 4A to 4E, 5 and 6 because each such Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of a Fund. Abstentions, votes that are withheld, and brokernon-votes will be deemed not to be votes cast at the Meeting and thus will have no effect on Proposal 2; each nominee will be elected by a plurality of the votes cast at the Meeting.Proposal.

Adjournments

It is possible that a Fundthe Company may propose to the Insurance Companies one or more adjournmentsadjournment(s) or postponementspostponement(s) of the Meeting. The chairman of the Meeting may adjournAny such adjournment or postpone the Meeting. The question of adjournments may also be (but is not required to be) submitted topostponement will require an affirmative vote of the shareholders, and in that case, any adjournment with respect to one or more matters must be approved by the voteholders of a majority of the votes castOutstanding Shares of the Company present in person or by proxy at the Meeting with respect to the matter or matters adjourned, whether or not a quorum is present with respect to such matter or matters, and if approved, such adjournment shall take place without the necessity of further notice. Any shares present and entitled to vote at the Meeting may, at the discretion of the proxies named therein, be voted in favor of such an adjournment.Meeting. Each Insurance Company will vote upon such adjournment or postponement after consideration of the best interests of all owners of its variable contracts invested in the Funds.

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Proposal 1

Proposal 1

APPROVAL OF NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT WITHAN AMENDMENT TO THE ADVISERARTICLES OF INCORPORATION

TO CHANGE THE NAME OF THE COMPANY

GE INVESTMENTS FUNDS, INC.

U.S. EQUITY FUND

PREMIER GROWTH EQUITY FUND

SMALL-CAP EQUITY FUND

S&P 500 INDEX FUND

CORE VALUE EQUITY FUND

INCOME FUND

TOTAL RETURN FUND

REAL ESTATE SECURITIES FUND

At the Meeting, you will be asked to approve new investment advisory and administration agreementan amendment to enablethe Articles of Incorporation to change the name of the Company from GE Investments Funds, Inc. to State Street Variable Insurance Series Funds, Inc. Proposal 1 relates to the rebranding of the Company to reflect the replacement of GEAM by SSGA FM to replace GEAM as investment adviser and administrator to the Funds. A general description of the New Investment Advisory and Administration Agreement and a comparison of the agreements with the existing arrangements are included below. While the New Investment Advisory and Administration Agreement will be voted on Fund by Fund this Proposal 1 contemplates the execution of a single agreement to which each Fund separately will become a party, if approved by shareholders. The New Investment Advisory and Administration Agreement to which each Fund would become a party is attached hereto asExhibit C.

A shareholder vote is being sought because the Transaction involves the assignment by GEAM and certain of its subsidiaries to SSC of GEAM’s investment advisory and administration agreements with the Funds. The laws governing U.S. mutual funds require that every investment advisory agreement with a mutual fund provide for its automatic termination in the event of an “assignment” (as defined in the 1940 Act). Thus, in order to ensure that the Funds continue to receive investment advisory services, the Board is seeking approval from the Funds’ shareholders of the New Investment Advisory and Administration Agreement.

The Transaction does not affect the amount of shares you own or the total management fees charged to the Funds. The Adviser will serve as the Funds’ investment adviser and administrator on terms that are substantially similar to the Funds’ existing arrangements. In addition, it is intended that the same portfolio managers will continue to manage the Funds in accordance with the same investment objectives and policies. The Board’s rationale for approving the New Investment Advisory and Administration Agreement is discussed in greater detail below under “Matters Considered by the Board.”

Background on the Transaction

On March 29, 2016, GE entered into an asset purchase agreement with SSC for the sale of the asset management and advisory services business conducted by GEAM and certain of its subsidiaries. The Transaction alignsaligned with GE’s plan to simplify its financial business platform, while providing GE with the ability to generate value from the strong investment management division it has built. At the same time, the Transaction would allowallowed GEAM to combine its valuable capabilities and resources with a premier asset manager such as the Adviser,SSGA FM, with the scale and distribution capabilities that would help the mutual fund platforms to grow.

The Transaction is expected to close in the third quarter of 2016 pending receipt of certain regulatory approvals and subject to satisfaction of other customary closing conditions. Pursuant to In connection with the Transaction, SSGA FM will acquire the rights, title and interest in certain assets, and assume certain liabilities, of GEAM.

Background on the Adviser

SSGA FM is a global leader in asset management that sophisticated institutions worldwide rely on for their investment needs. SSGA FM is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940 and is a wholly-owned subsidiary of SSC, a publicly traded financial holding company. SSGA FM was established in 2001.

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SSGA FM’s investment advisory clients consist primarily of U.S. investment companies registered under the 1940 Act and certain pooled investment vehicles exempt from registration under the 1940 Act, for which SSGA FM is either the named investment adviser or sub-adviser. SSGA FM works with its clients to provide customized solutions to their investment management needs, which may include customized indices, model portfolios, and screened portfolios.

SSGA FM provides asset allocation models on a non-discretionary basis and related investment advice to investment advisers and other financial institutions that use such information provided by SSGA FM for use in or with various financial products offered to their clients. As of December 31, 2015, SSGA FM had $384,947,572,235 in regulatory assets under management on a discretionary basis in 258 advisory accounts.

A table detailing the name, address and principal occupation of the principal executive officers and each director of the Adviser can be found inExhibit D.

Background on the Existing GEAM Agreements

GEAM is the investment adviser and administrator of each Fund. GEAM is a wholly-owned subsidiary of GE and a registered investment adviser. As of December 31, 2015, GEAM had approximately $110 billion of assets under management, of which approximately $22 billion was invested in mutual funds.

The Board recently approved the Existing GEAM Agreements in accordance with its annual review process, at a regularly scheduled Boardspecial meeting on December 18, 2015.

Historical Fees

Each Fund pays GEAM a combined fee for investment advisory and administrative services that is accrued daily and paid monthly (each, a “Management Fee”). The Management Fee for the Real Estate Securities Fund declines incrementally as Fund assets increase. This means that investors pay a reduced fee with respect to Fund assets over a certain level, or “breakpoint.”

Under a separate sub-administration agreement, GEAM has delegated certain administrative functions to State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111 (“State Street Bank”). Under the sub-administration agreement, State Street Bank performs certain back office services to support GEAM including, among other things, furnishing financial and performance information about the Funds for inclusion in regulatory filings and Board and shareholder reports; preparing regulatory filings, Board materials and tax returns; performing expense and budgeting functions; performing tax compliance testing; and maintaining books and records. Upon the closing of the Transaction, the Adviser expects to continue the sub-administration arrangements for each Fund with State Street Bank on substantially similar terms as currently existing.

For the Funds that have retained sub-advisers to manage all or a portion of the respective Fund’s assets, GEAM pays each Existing Sub-Adviser an investment sub-advisory fee pursuant to a sub-advisory agreement (an “Existing Sub-Advisory Agreement”) with such Existing Sub-Adviser. The investment sub-advisory fee is paid by GEAM monthly and is based upon the value of the average daily net assets of the respective Fund’s assets that are allocated to and managed by the Existing Sub-Adviser.

Each Fund pays GEAM a Management Fee. The fee is accrued daily and paid monthly at the following rates:

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For the fiscal year ended December 31, 2015, the Funds paid GEAM the following Management Fees as a percentage of average net assets:

From time to time, GEAM may waive or reimburse the Management Fee paid by a Fund.

Portfolio Management Teams

Each Fund is managed by either an individual portfolio manager who is primarily responsible for the day-to-day management of the Fund, or a team of portfolio managers, who are jointly and primarily responsible for theday-to-day management of the Fund. The portfolio managersshareholders of the Funds generally have final authority over all aspects of their portions of a Fund’s investment portfolio, including security purchase and sale decisions, portfolio construction techniques and portfolio risk assessment.

Aboutheld on June 22, 2016, the Sub-Advisers

GEAM has retained the Existing Sub-Advisers who are either (i) primarily responsible for the day-to-day management of the investment program for a Fund, or (ii) responsible for managing a portion of a Fund’s assets allocated to the Existing Sub-Adviser.

GEAM is responsible for allocating the Small-Cap Equity Fund’s assetsshareholders approved, among the Small-Cap Equity Fund Sub-Advisers and for managing the Fund’s cash position.

GEAM is responsible for allocating the Real Estate Securities Fund’s assets to CenterSquare, and for managing the Fund’s cash position.

GEAM is responsible for allocating the Total Return Fund’s assets to BlackRock, and for managing the Fund’s cash position.

Additional information about the Existing Sub-Advisers including the name, address and principal occupation of the principal executive officers and each director, as well as fees charged by the Existing Sub-Advisers to similar mutual funds can be found inExhibits H toN.

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Material Terms ofother proposals, the New Investment Advisory and Administration Agreement

The following discussion is a description of the material terms of the New Investment Advisory and Administration Agreement. This description is qualified in its entirety by reference to the New Investment Advisory and Administration Agreement, which is attached asExhibit C to this Proxy Statement.

Investment Management Services.Under the New Investment Advisory and Administration Agreement, subject to the oversight and supervision of the Board with respect to each Fund the Adviser agrees to provide a continuous investment program for the Fund’s assets, including investment research and management. The Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund. The Adviser will place purchase and sale orders for the Fund’s investments. The Adviser will, at its own expense, maintain sufficient staff, and employ or retain sufficient personnel and consult with any other persons that it determines may be necessary or useful to the performance of its obligations under this agreement. The Adviser will keep the Fund informed of developments materially affecting the Fund, and will, on its own initiative, furnish the Fund from time to time with whatever information and reports that the Board reasonably requests as appropriate for this purpose. The Adviser will also carry out certain supervisory services with respect to any sub-advisers appointed to the Fund.

Administrative Services. Subject to the oversight, supervision and direction of the Board, the Adviser agrees to serve as administrator to each Fund and, in this capacity, will: (i) insure the maintenance of the books and records of the Funds (including those required to be maintained or preserved by Rules 31a-1 and 31a-2 under the 1940 Act); (ii) prepare reports to shareholders of the Funds, (iii) prepare and file tax returns for the Funds; (iv) assist with the preparation and filing of reports and the Registration Statement with the SEC; (v) provide appropriate officers for the Company, including a Secretary or Assistant Secretary; (vi) provide administrative support necessary for the Board to conduct meetings; and (vii) supervise and coordinate the activities of other service providers to the Company, including independent auditors, legal counsel, custodians, accounting service agents, and transfer agents.

Compensation. Pursuant to the New Investment Advisory and Administration Agreement, each Fund will pay the same Management Fee rate as charged under the Existing GEAM Agreements except that the Management Fee rate payable by the S&P 500 Index Fund will be lowered to 0.25%.

The Company will pay the Adviser, with respect to each Fund, at the beginning of each calendar month, a fee calculated as a percentage of the value of the average daily net assets of the Fund during the previous month (as computed in accordance with the description of the determination of the net asset value in the currently effective prospectus for the Fund at the time of the computation) at the following annual rates:

Expenses. Each Fund shall be responsible for payments of all expenses it may incur in its operation and all of its general administrative expenses except those expressly assumed by the Adviser in the New Investment Advisory and Administration Agreement. Fund expenses include, by way of description and not of limitation, any share redemption expenses, expenses of portfolio transactions, shareholder servicing costs, pricing costs (including the daily calculation of net asset value), interest on borrowings by the Fund, charges of the custodian and transfer agent, if any, cost of auditing services, non-interested directors’ fees, legal expenses, state franchise taxes, certain other taxes, investment advisory fees, certain insurance premiums, costs of maintenance of corporate existence, investor services (including allocable personnel and telephone expenses), costs of printing and mailing updated Fund prospectuses to shareholders, proxy statements and shareholder reports, the cost of paying dividends and capital

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gains distribution, capital stock certificates, costs of Board and shareholder meetings, and any extraordinary expenses, including litigation costs in legal actions involving the Fund, or costs relating to indemnification of directors, officers and employees of the Fund.

Limitation of Liability. The Adviser will exercise its best judgment in rendering its services, except that it will not be liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with the matterspursuant to which the New Investment Advisory and Administration Agreement relates, other than a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties under the New Investment Advisory and Administration Agreement or from the Adviser’s reckless disregard of its obligations and duties under the New Investment Advisory and Administration Agreement.

Assignment. The New Investment Advisory and Administration Agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act) by either party.

Term and Termination. The New Investment Advisory and Administration Agreement will, with respect to each Fund, continue for an initial two year term and will continue thereafter so long as the continuance is specifically approved at least annually (a) by the Board or (b) by a vote of a majority of the Fund’s outstanding voting securities, as defined in the 1940 Act, provided that in either event the continuance is also approved by a majority of the Directors who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on the approval. The New Investment Advisory and Administration Agreement is terminable without penalty, by each Fund on not more than 60 nor less than 30 days’ written notice to the Adviser, or by the Adviser on not more than 60 nor less than 30 days’ notice to the Fund.

Services to Other Clients. The New Investment Advisory and Administration Agreement provides that the Adviser may act as investment manager or adviser to various fiduciary or other managed accounts. Persons employed by the Adviser to assist in the performance of its duties under the New Investment Advisory and Administration Agreement will not devote their full time to that service and nothing contained in the New Investment Advisory and Administration Agreement will be deemed to limit or restrict the right of the Adviser or any affiliate of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

Differences between the Existing GEAM Agreements and the New Investment Advisory and Administration Agreement

Notwithstanding references to the New Investment Advisory and Administration Agreement as “new,” the New Investment Advisory and Administration Agreement is substantially similar to the Existing GEAM Agreements. The New Investment Advisory and Administration Agreement does not change substantially the existing terms as to: advisory services, fee rates (except for the lowered fee for the S&P 500 Index Fund from 0.35% to 0.25%), limitation of liability, term, and continuance and termination.

Below is a description of the material differences in terms between the Existing GEAM Agreements and the New Investment Advisory and Administration Agreement. The following are only summaries and are qualified in their entirety by reference to the New Investment Advisory and Administration Agreement set out inExhibit C.

Change of Adviser and Administrator.GEAM will no longer serve as investment adviser and administrator to the Funds as of the closing date of the Transaction. Instead, as of such closing date, SSGA FM will servereplaced GEAM as investment adviser and administrator to each Fund underupon consummation of the New Investment AdvisoryTransaction on July 1, 2016.

Amending the Articles of Incorporation

Because the name of the Company is set forth in the Articles of Incorporation, and Administration Agreement, if such agreementthe Articles of Incorporation do not permit a name change without shareholder approval, an amendment to the Articles of Incorporation is necessary to change the Company’s name. Currently, the FIRST Article of the Articles of Incorporation states: “The name of the corporation is GE Investments Funds, Inc. (hereinafter the ‘Corporation’).” If Proposal 1 is approved, by the Fund’s shareholders.FIRST Article of the Articles of Incorporation would be amended to read as follows: “The name of the corporation is State Street Variable Insurance Series Funds, Inc. (hereinafter the ‘Corporation’).”

Adviser’s Duties with Respect to Sub-Advised Funds.The New Investment Advisory and Administration Agreement clarifies the Adviser’s responsibility with respectA shareholder vote is being sought because an amendment to the selection and oversightArticles of sub-advisers. As is currentlyIncorporation requires shareholder approval. Thus, at a meeting held on June 9, 2016, the case for GEAM,Board approved the Adviser will be responsible for identifying and recommendingproposed amendment to the Board sub-advisersArticles of Incorporation and recommended that the amendment be submitted to manage some or allthe shareholders of the assetsFunds for their approval.

Rationale for Changing the Company’s Name

The Board believes that it is important that there be broad recognition of the Funds’ relationship with their investment adviser. In this regard, historically, and consistent with a Fund; appointmentcommon industry practice, the name of a sub-adviser is,the Company has reflected the name of course, subjectthe investment adviser to the approval of the Board and the Independent Directors. The Adviser is then responsible for overseeing generally the performance of the sub-advisers, and reporting to the Board regardingFunds. Given that performance. The New Investment Advisory and Administration Agreement makes clear the circumstances under which the Adviser will not be liable for any investment decision or any other act or omission on the part of a sub-adviser, including any failure by a sub-adviser to comply with any policies, procedures, guidelines, or objectives of a Fund.SSGA FM has replaced

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Brokerage and Execution.The New Investment Advisory and Administration Agreement retainsGEAM as investment adviser to the approachFunds, SSGA FM determined that it would be appropriate to change the name of the Existing GEAM AgreementsCompany to brokerage and execution, requiring the Adviser to seek the best overall terms available in selecting brokers to execute transactions for the Funds. Section 28(e) under the Securities Exchange Act of 1934, as amended, provides a “safe harbor” to investment advisers who make use of soft-dollar arrangements to obtain brokerage and research services through the transactions they place for client accounts. The existing agreements appear to have been drafted to take advantage of that safe harbor. The New Investment Advisory and Administration Agreement builds on the language in the Existing GEAM Agreements, but expands such language to state expressly the standard set out in Section 28(e):

“reflect its affiliation with SSGA FM, shall not be deemedthe Funds’ new investment adviser. The proposed name change will eliminate any potential investor confusion as to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to SSGA FM an amount of commission for effecting a portfolio investment transaction in excessthe identity of the amountinvestment adviser to the Funds and make appropriate investment option selection easier for variable contract owners.

Effect of commission that another broker or dealer wouldChanging the Company’s Name on Fund Shareholders

The name change will not have charged for effecting that transaction, if SSGA FM determines in good faith that such amount of commission was reasonable in relation toany impact on the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or SSGA FM’s overall responsibilities with respect to the Fund and other clients of SSGA FM as to which SSGA FM exercises investment discretion.”

This clarifying language is not intended to reflect any changeshareholders’ investments in the approach to the use of soft dollars in connection with the Funds’ brokerage transactions.

Choice of lawFunds. The investment objectives, policies, strategies and forum provisions.The New Investment Advisory and Administration Agreement contains provisions clarifying that there are no third-party beneficiaries to the Agreement in order to increase the likelihood that only the Funds and their Boards will be permitted to bring legal actions under the Agreement. The choice of law and exclusive forum provisions are intended to provide greater certainty as to the likely interpretation of the New Investment Advisory and Administration Agreement, by specifying the law that governs the Agreement and the courts that will hear any cases under the Agreement.

Matters Considered by the Board

At the Board Meeting on April 19 and 20, 2016, the Directors, including a majority of the Independent Directors, who were present at the Board Meeting considered and unanimously approved the New Investment Advisory and Administration Agreement with the Adviser on behalf of each Fund. In considering whether to approve the New Investment Advisory and Administration Agreement, the Directors considered and discussed a substantial amount of information and analysis provided, at the Board’s request, by the Adviser and GEAM.

Before approving the New Investment Advisory and Administration Agreement on behalfrisks of each Fund the Board reviewed the information provided with management of the Adviser and GEAM. The Board also reviewed a memorandum prepared by independent legal counsel discussing the legal standards for the consideration of the proposed New Investment Advisory and Administration Agreement, as well as other memoranda and information relevant to the legal standards and related considerations for a transaction such as the one between the Adviser and GEAM. The Independent Directors discussed the New Investment Advisory and Administration Agreement in detail during private sessions in advance of, and at, the Board Meeting with their independent legal counsel at which no representatives of the Adviser or GEAM were present. The Independent Directors and their independent legal counsel requested, and received and considered, additional information from the Adviser and GEAM prior to the Board Meeting.

Prior to and at the Board Meeting, representatives of GEAM and the Adviser explained and discussed with the Board the specific terms of the Transaction and responded to questions raised by the Board. The Directors posed questions to these representatives and engaged in significant discussions. In addition, in response to their detailed requests, the Board received from the Adviser written responses to its inquiries, which included substantial exhibits and other materials related to the Adviser’s business and the services it proposes to provide to each Fund. The Directors took into account their multi-year experience as directors and particularly their consideration of the Existing GEAM Agreements in recent years.

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The Board also received materials relating to the organizational structure and business of the Adviser, including materials describing changes expectedwill not change as a result of changing the Transaction. Various information relating to the terms of the Transaction, including the goals, interestsCompany’s name. The fees and timetable of the Adviser, was discussed as well. The Adviser also advised that no change in investment processes is anticipated as a result of the Transaction, as all of the personnel of GEAM responsible for the daily management and operationsexpenses of the Funds including currentwill also be the same.

If approved by shareholders, the name change will become effective as of such date designated by the officers of the Funds, were expected to become employees of SSGA FM or its affiliates and continue to serve in the same capacities upon the closing of the Transaction.

In approving the New Investment Advisory and Administration Agreement with the Adviser, the Directors considered those factors it deemed relevant, including the factors discussed below. In its deliberations, the Board did not identify any single factor that was dispositive and each Director may have attributed different weights to the various factors. The Directors evaluated the information provided to them by GEAM and the Adviser, as well as the presentations and discussions that occurred at the Board Meeting, for each Fund on a Fund-by-Fund basis, and their determinations were made separately in respect of each Fund.

The material factors and conclusions that formed the basis for the Board’s determinations to approve the New Investment Advisory and Administration Agreement with the Adviser on behalf of each Fund are as discussed below.

The Nature, Extent and Quality of Services Expected toCompany, which shall be Provided.

The Directors reviewed the services expected to be provided to the Funds by the Adviser. The Board considered the Adviser’s favorable attributes, including its substantial experience managing mutual funds, investment philosophy and discipline, experienced investment and trading personnel, systems and other resources, and favorable history and reputation. The Board also reviewed the extensive information provided by the Adviser related to its business, legal and regulatory affairs. This review considered the resources available to the Adviser to provide the services specified under the New Investment Advisory and Administration Agreement, including the supervision of the Existing Sub-Advisers. Additionally, the Board considered that it is anticipated that substantially all of the portfolio managers currently managing the Funds will be joining the Adviser as part of the Transaction.

In light of the foregoing, the Board, including the Independent Directors, concluded that the services expected to be provided by the Adviser would be satisfactory, particularly given that the same individuals who currently provide portfolio management services to the Funds as employees of GEAM are expected to continue providing such services as employees of the Adviser, benefiting the Funds by providing continuity of service following the Transaction.

Investment Performance of GEAM and the Adviser.

The Directors considered the investment performance of GEAM and the Adviser for various periods focusing on GEAM’s and the Adviser’s investment performance with respect to registered investment companies and other accounts that have investment objectives and strategies similar to that of the Funds. The Board also engaged in detailed discussions with GEAM and the Adviser about their investment processes, focusing on the number and experience of portfolio management and supporting research personnel and GEAM’s and the Adviser’s investment style and approach employed. The Board noted that the Funds’ historical performance under the Existing GEAM Agreements was relevant as the personnel providing portfolio management services would continue to provide those services under the New Investment Advisory and Administration Agreement.

Taking these factors into consideration, the Board, including the Independent Directors, concluded that each Fund’s performance was acceptable.

Cost of the Services to be Provided And Profits to be Realized From The Relationship with the Funds.

The Directors considered the proposed Management Fees that would be paid to the Adviser by the Funds, as well as the fees proposed to be paid to each of the sub-advisers by the Adviser, which will reduce the net Management Fees retained by the Adviser. Representatives of the Adviser stated that the Adviser was not able to estimate profitability in a meaningful way but expected to discuss any changes in the level of profitability with the Board during the contract renewal process. The Directors considered the renewal requirements for advisory agreements and their ability to review the Management Fees annually after the initial term of the New Investment Advisory and Administration Agreement.

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Information also was presented regarding the financial condition of the Adviser for various past periods. The Directors also considered the Adviser’s statements concerning its significant investment in supporting registered investment companies.

The Extent to Which Economies of Scale Would Be Realized as the Funds Grow and Whether Fee Levels Would Reflect Such Economies of Scale.

The Directors considered the extent to which economies of scale would be realized as the Funds grow, and whether the proposed fee levels reflect these economies of scale for the benefit of Fund investors. The Directors noted that the Adviser expects its distribution plans and capabilities to provide an opportunity for the Funds to experience additional growth. The Board considered that there might be some opportunities for reductions in certain fixed operating expenses that might be enjoyed by the Funds depending on the extent to which their assets increase and determined that, to the extent in the future it were determined that material economies of scale had not been shared with the Funds, the Board would seek to have those economies of scale shared with the Funds.

Comparison of Services to be Rendered and Fees to be Paid.

The Board discussed the services expected to be provided to the Fund by the Adviser, and the proposed Management Fees to be charged to the Funds for those services. Representatives of the Adviser stated information regarding the fee and expense ratio for each Fund and comparative information with respect to similar products was not expected to be materially different from the information provided to the Board at itsno later than December 2015 meeting. Representatives of the Adviser noted that most of the Funds’ fees and expenses generally should remain within applicable peer group ranges, and that the Management Fee rate is not proposed to change (except for the lowered fee rate for the S&P 500 Index Fund).

31, 2016. In light of the foregoing, the Board, including the Independent Directors, determined that the proposed Management Fees, considered in relation to the services to be provided to the Funds, supported the Board’s approval of the New Investment Advisory and Administration Agreement.

Fall-Out Benefits.

The Board considered actual and potential financial benefits that the Adviser could derive from its relationship with the Funds, including the custody, fund accounting and sub-administration services being provided to the Funds by affiliates of the Adviser. The Board noted, however, that the affiliates of the Adviser had already been providing such services to the Funds pursuant to various services agreements that had been negotiated at arm’s-length prior to the Transaction, and that the Adviser would not derive any additional benefits from such services following the close of the Transaction.

Conclusion.

No single factor was determinative to the Board’s decision. Based on their discussion and such other matters as were deemed relevant, the Directors, including the Independent Directors, concluded that the approval of the New Investment Advisory and Administration Agreement with the Adviser was in the best interests of the Funds.

Interim Advisory and Administration Agreements

The Board has approved interim advisory and administration agreements (the “Interim Advisory Agreements”) with the Adviser on substantially similar terms as the Existing GEAM Agreements in the event that the Transaction closes and shareholders of a particular Fund have not yet approved a New Investment Advisory and Administration Agreement for such Fund. Rule 15a-4 under the 1940 Act permits a person to act as an investment adviser to a registered investment company under an interim advisory agreement that has not been approved by the company’s shareholders for a period of 150 days following the date on which the previous agreement terminated, subject to the requirements set forth in the rule. The requirements of Rule 15a-4 differ depending on the particular event that triggered the termination of the previous advisory agreement. In the current Transaction, where the Adviser and

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GEAM (or a controlling person thereof) directly or indirectly receives money or other benefit (i.e., the purchase price) in connection with the termination of the Existing GEAM Agreements, the Interim Advisory Agreement for each Fund must satisfy the following criteria, among others: (i) the compensation under the Interim Advisory Agreement may be no greater than GEAM’s compensation; (ii) the Board, including a majority of the Independent Directors, has voted in person to approve the Interim Advisory Agreement and determines that the scope and quality of services to be provided to the Fund under the Interim Advisory Agreement will be at least equivalent to the scope and quality of services provided under the Existing GEAM Agreement; (iii) the Board or a majority of the Fund’s shareholders may terminate the Interim Advisory Agreement at any time on not more than 10 days’ notice; (iv) the Interim Advisory Agreement contains substantially similar terms and conditions as the Existing GEAM Agreements; (v) amounts paid under the Interim Advisory Agreement must be held in escrow until the shareholders have voted on the New Investment Advisory and Administration Agreement and be paid out in accordance with Rule 15a-4.

If the New Investment Advisory and Administration Agreement for a FundProposal 1 is not approved within 150 days ofby shareholders at the date on whichMeeting, the Transaction closes, the Board, in consultation with the Adviser, will consider what further action to take consistent with their fiduciary duties to that Fund. The Board will take such action as it deems to be in the best interestsinterest of that Fundthe Funds and itstheir shareholders, which couldmay include liquidationcalling a second meeting of shareholders to vote on the amendment to the Articles of Incorporation.

Required Vote

The approval of Proposal 1 requires the vote of the Fund and distributionholders of a majority of the Fund assets in cash, in kind or in a combination thereof. In the event the Transaction is not consummated, GEAM will continue to serve as investment adviser to the Funds pursuant to the termsOutstanding Shares of the Existing GEAM Agreements.

Section 15(f) ofCompany present in person or by proxy at the 1940 Act

Section 15(f) of the 1940 Act permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive an amount or benefit in connection with a sale of securities or other interest in the investment adviser,Meeting, provided that two conditions are satisfied.

First, an “unfair burden” may not be imposed on the investment company as a result of the sale, or any express or implied terms, conditions or understandings applicable to the sale. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the sale whereby the investment adviser (or predecessor or successor adviser), or any “interested person” of the adviser (as defined in the 1940 Act), receives orquorum is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees forbona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees forbona fide principal underwriting services).

Second, during the three-year period after the sale, at least 75% of the members of the investment company’s board of directors cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor.

The Directors have not been advised by the Adviser or GEAM of any circumstances arising from the Transaction that might result in the imposition of an “unfair burden” on any Fund as defined in Section 15(f) of the 1940 Act. Moreover, SSC and its affiliates have agreed that for two years after the consummation of the Transaction, they will refrain, and will cause the Adviser to refrain, from imposing, or agreeing to impose, any unfair burden on any Fund. SSC and its affiliates have agreed not to propose at this Meeting any increase in the Management Fees paid by a Fund to the Adviser. Additionally, SSC and its affiliates have agreed that for at least three years following the consummation of the Transaction, at least 75% of the members of the Board will not be “interested persons” (as defined in the 1940 Act) of GEAM or SSGA FM.

Based on their evaluation of the materials presented, the Directors who attended the Board Meeting, including the Independent Directors, unanimously concluded that the terms of the New Investment Advisory and Administration Agreement are reasonable, fair and in the best interests of the Funds. The Directors believe that the New Investment Advisory and Administration Agreement will enable each Fund to continue to enjoy the high quality investment management services it has received in the past, at fee rates identical to or lower than (in the case of S&P 500 Index Fund) the present rates. The Directors unanimously voted to approve and to recommend to the shareholders of each Fund that they approve the New Investment Advisory and Administration Agreement.present.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF

THEEACH FUND VOTE “FOR” THE APPROVAL OF PROPOSAL 1.

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Proposal 2

Proposal 2APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION

ELECTIONTO PERMIT THE BOARD OF DIRECTORS TO CHANGE THE NAME OF THE COMPANY WITHOUT SHAREHOLDER APPROVAL

GE INVESTMENTS FUNDS,

U.S. EQUITY FUND

PREMIER GROWTH EQUITY FUND

SMALL-CAP EQUITY FUND

S&P 500 INDEX FUND

CORE VALUE EQUITY FUND

INCOME FUND

TOTAL RETURN FUND

REAL ESTATE SECURITIES FUND

Shareholders of each Fund are being asked to approve the election of Directors to the Board of the Company. The Board has nominated the individuals listed below for election as Directors, each to hold office until resignation or removal. Under the proposal, shareholders are being asked to vote on these nominees. Pertinent information about each nominee is set forth below. Each of the nominees currently serves as a Director of the Company.

Two of the nominees, Donna M. Rappaccioli and Jeanne M. La Porta, were appointed to serve as Directors by action of the Board in 2012 and 2014, respectively. However, they have not yet been considered for service on the Board by the shareholders. Accordingly, the Board nominates Ms. Rappaccioli and Ms. La Porta for your consideration to serve as members of your Board. The Board also nominates John R. Costantino and R. Sheldon Johnson for your consideration to continue to serve as members of the Board of the Company. Mr. Costantino and Mr. Johnson have already been approved by the shareholders in 1997 and 2011, respectively. Each of Ms. Rappaccioli and Messrs. Costantino and Johnson serve as Independent Directors of the Company. Ms. La Porta currently serves as an Interested Director of the Company as she is an “interested person” of the Funds as a result of her role with GEAM.

The safe harbor of Section 15(f) of the 1940 Act permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive an amount or benefit in connection with a sale of securities or other interest in the investment adviser, provided that certain conditions are satisfied. Among other conditions, the safe harbor requires that at least 75% of the members of the investment company’s board of directors cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor during the three-year period after the sale (“independent Directors”). At the closing of the Transaction, it is proposed that Mr. Costantino, Mr. Johnson and Ms. Rapaccioli will continue to serve as Independent Directors of the Company, and Ms. La Porta will serve as an Interested Director of the Company as a result of her anticipated role with the Adviser.

The Governance Committee of the Company reviewed the qualifications, experience and background of each nominee. Based upon this review, the Committee determined that nominating Ms. Rappaccioli, Ms. La Porta, Mr. Costantino and Mr. Johnson would be in the best interests of the shareholders of each Fund. The Board believes that these nominees are well suited for service on that Board due to their knowledge of the financial services sector, and their substantial experience in serving as directors or directors, officers or advisers of public companies and business organizations, including other investment companies. After discussion and consideration of, among other things, the backgrounds of the nominees, the Board voted to nominate Ms. Rappaccioli, Ms. La Porta, Mr. Costantino and Mr. Johnson for election as Directors.

It is the intention of the persons named as proxies on the enclosed Proxy Card(s) to vote in favor of the election of each nominee named in this Proxy Statement. Each nominee has consented to be named in this Proxy Statement and to serve as Director if elected. The Board has no reason to believe that any nominee will become unavailable for election as a Director, but if that should occur before the Meeting, the proxies will be voted for such other nominees as the Board may recommend.

None of the Directors is related to any other. The following tables set forth certain information regarding each existing Director and all nominees. Unless otherwise noted, each Director has engaged in the principal occupation listed in the following table for five years or more. The business address of each listed person is 1600 Summer Street, Stamford, Connecticut 06905.

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Information Regarding Nominees for Election and Existing Directors

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Board’s Oversight Role in Management

The Board is responsible for managing the business and affairs of the Company. Among other things, the Board generally oversees the portfolio management of each Fund and the activities of service providers and officers of the Company. The Board also reviews and approves each Fund’s advisory andsub-advisory contracts and other principal contracts.

As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Company, primarily GEAM and its affiliates, have responsibility for the day-to-day management of the Funds, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, the Board, acting at its scheduled meetings, or the Chairman of the Board, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including GEAM’s Chief Investment Officers (or their senior representatives), the Company’s and GEAM’s Chief Compliance Officer and portfolio management personnel. The Board’s Audit Committee (which consists of all of the Independent Directors) meets during its scheduled meetings, and between meetings the Chair of the Audit Committee maintains contact, with the Company’s Treasurer. The Board also receives periodic presentations from senior personnel of GEAM or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas such as business continuity, anti-money laundering, personal trading, valuation, credit, and investment research. GEAM and other service providers to the Company have adopted a variety of policies, procedures and controls designed to address among other things particular risks to the Company. Different processes, procedures and controls are employed with respect to different types of risk. The Board also receives reports from counsel to the Company or counsel to GEAM and the Board’s own independent legal counsel regarding regulatory compliance and governance matters. The Board’s oversight role does not make the Board a guarantor of the Company’s investments or activities, or make the Board obligated to perform those activities directly.

Board Composition and Leadership Structure

Currently, a majority of the Company’s Directors are Independent Directors. The Chairman of the Board is a non-executive Independent Director.

The Board met eight times during the Funds’ fiscal year ended December 31, 2015. Each Director attended at least 75% of the total number of meetings of the Board and of any committee of which he or she was a member during that fiscal year of each Fund.

The Board has established two standing committees to oversee particular aspects of the management of each Fund. The standing committees of the Board are described below.

Governance Committee.The Governance Committee selects and nominates person(s) for election or appointment as Trustees, including both Independent Directors and Interested Directors, reviews the compensation payable to the Independent Directors and makes recommendations to the Board with respect thereto, reviews and evaluates the functioning of the Board and the various committees of the Board, selects independent legal counsel to the Independent Directors, and consults with such independent legal counsel so that it may be apprised of regulatory

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developments affecting governance issues. The Governance Committee is also responsible for reviewing any nominees recommended to the Board by shareholders and evaluates such nominees in the same manner as it evaluates nominees identified by the Governance Committee. Because the Company does not hold regular annual shareholder meetings, no formal procedures have been established with respect to shareholder submission of Board candidates for consideration by the Governance Committee.

Audit Committee.The Audit Committee evaluates and selects the Company’s independent auditors. The Audit Committee meets with the Company’s independent auditors to review the scope and cost of the Company’s audit and reviews the audit report, addresses any issues with the independent auditors, and if there are significant services to be performed by the independent auditors, approves the provision of such services after considering the possible effect of such services on their independence.

The Independent Directors are members of the Company’s Audit Committee and Governance Committee.

Information Regarding the Process for Nominating Director Candidates

Governance Committee Charter. A copy of the Governance Committee Charter is attached hereto asExhibit P.

Shareholder Communications.The Company has not adopted any formal policy with respect to handling shareholder communications to the Board. GEAM, as a matter of practice, provides the Board or independent legal counsel to the Independent Directors with copies of correspondence from shareholders of the Funds that is considered non-routine (that is, GEAM will share correspondence other than routine requests for transactions, address changes, and the like). Given the limited amount of non-routine correspondence, the Board has not adopted a more formal shareholder communications policy but may do so in the future. Shareholders of the Funds are welcome to write to the Board at the primary address for the Funds shown on this Proxy Statement and on the prospectus for the Funds.

Identifying Nominees.The Governance Committee considers candidates from various sources, including, but not limited to, candidates recommended by the Directors, shareholders, and officers of the Fund, GEAM, and service providers of the Fund. Although the Governance Committee does not have a formal policy with regard to consideration of diversity in identifying potential nominees, the Governance Committee may consider whether a potential nominee’s professional experience, education, skills, and other individual qualities and attributes, including gender, race, or national origin, would provide beneficial diversity of skills, experience, or perspective to the Board’s membership and collective attributes. Such considerations will vary based on the Board’s existing membership and other factors, such as the strength of a potential nominee’s overall qualifications relative to diversity considerations. Any request by management to meet with the prospective candidate would be given appropriate consideration. The Company has not paid a fee to third parties to assist in finding nominees.

Director Attendance at Special Meetings

As the Company does not regularly hold special meetings of shareholders, the Board does not have a policy on Director attendance at such meetings.

Ownership of Securities

Set forth below is the dollar range of equity securities owned by each nominee as of December 31, 2015.

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Independent Directors’ Ownership of Securities

As of March 31, 2016, no Independent Director (or his/her immediate family members) owned securities of GEAM or the Adviser or securities in an entity controlling, controlled by or under common control with GEAM or the Adviser (not including registered investment companies).

Officers of Each Fund

The following table sets forth certain information regarding the officers of each Fund. Except as otherwise noted, each individual has held the positions shown in the table below for at least the last five years. The business address of each listed person is 1600 Summer Street, Stamford, Connecticut 06905. Officers of each Fund are appointed by the Directors and serve at the pleasure of the Board. The Fund’s current officers are expected to continue to serve in their same positions after the closing of the Transaction.

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Compensation of Directors

The following table sets forth information concerning the compensation of the Directors. The Company does not have any pension or retirement plan for its Directors. For the fiscal year ended December 31, 2015, the Directors received the amounts set forth in the following table. Each officer and Director who is an officer or employee of GEAM or the Adviser or any entity controlling, controlled by or under common control with GEAM or the Adviser serves as a Director and/or officer without any compensation.

THE DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMEND

THAT YOU VOTE “FOR” EACH NOMINEE.

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Proposal 3

APPROVAL OF MANAGER-OF-MANAGERS AUTHORITY FOR SSGA FM

GE INVESTMENTS FUNDS INC.

U.S. EQUITY FUND

PREMIER GROWTH EQUITY FUND

SMALL-CAP EQUITY FUND

S&P 500 INDEX FUND

CORE VALUE EQUITY FUND

INCOME FUND

TOTAL RETURN FUND

REAL ESTATE SECURITIES FUND

At the Meeting, you will be asked to approve granting manager-of-managers authorityan amendment to SSGA FM. Like GEAM, SSGA FM has been grantedthe Articles of Incorporation to permit the Board to change the name of the Company without first seeking shareholder approval. The amendment is intended to allow the Company to operate in a more efficient and economical manner, potentially resulting in the reduction or elimination of costs and delays over time.

Amending the Articles of Incorporation

The Articles of Incorporation generally provide that an exemptive orderamendment to the Articles of Incorporation requires the vote of the Funds’ shareholders. Because changing the name of the Company involves amending the Articles of Incorporation, an amendment to the Articles of Incorporation is necessary to expressly permit the name of the Company to be changed by the SEC under which SSGA FM may, subject to approvalaction of the Board enter into and materially amend sub-advisory agreements with unaffiliated sub-advisers for a fund it advises without obtaining shareholder approval in each case. This order is substantially similar to GEAM’s order. If the manager-of-managers authorityapproval.

Accordingly, if Proposal 2 is approved for SSGA FM, SSGA FM is expected to enter into sub-advisory agreements that will continueby shareholders, thesub-advisory arrangements with the Existing Sub-Advisers and may in the future retain other sub-advisers with respect to that or other Funds. As described more fully below, without the approval of this Proposal 3, the exercise FIRST Article of the Adviser’s rightArticles of Incorporation would be amended to hire or replace sub-advisers foradd the benefitfollowing: “To the extent permitted by the Virginia Stock Corporation Act, the Board of a Fund would require, in each instance,Directors may, without shareholder action, amend these Articles of Incorporation to change the approvalname of shareholdersthe Corporation.”

On September 22, 2016, the Board approved the proposed amendment to the Articles of that Fund, which is a costlyIncorporation and time consuming process.

“Manager-of-Managers” Structure

As under the Existing GEAM Agreements, the New Investment Advisory and Administration Agreement permits SSGA FM to delegate portfolio management duties with respect to any Fund to a sub-adviser. Before doing so, the 1940 Act requiresrecommended that the sub-advisory agreementamendment be approved bysubmitted to the shareholders of such Fund. The SEC has from time to time granted exemptions from this requirement to certain funds and investment advisory firms. The exemptions allow what is known as a “manager-of-managers” structure—a structure already utilized by somethe Funds for their approval.

Rationale for Permitting Future Name Changes With Board Approval

Under the Articles of Incorporation, the name of the Funds. GivenCompany may be changed only with prior shareholder approval. This requirement hinders the requirementsBoard’s ability to efficiently act in situations where a name change would be appropriate, as seeking shareholder approval requires calling and holding a meeting of the 1940 Act,Funds’ shareholders, creating and distributing proxy materials, and arranging for the solicitation of voting instructions from shareholders. The amendment would provide the Board with additional flexibility to change the Company’s name, and achieve potential shareholder benefits from such a change, without a “manager-of-managers” structure in place,causing the Funds would need to obtain shareholder approval of a sub-advisory agreement in order to hire a new sub-adviser, replace an existing sub-adviser, materially changeincur the terms of an existing sub-advisory agreement, or continue the employment of an existing sub-adviser when that sub-advisory agreement terminates due to an assignment of the agreement, such as in the event of a change of control of the sub-adviser. The processexpense and potential delay of seeking shareholder approval of sub-advisory agreements is administratively burdensome and costly and may cause delays in executing changes thatapproval. Accordingly, the Board andwould be able to change the Adviser have determined as necessary or desirable. These costs are often borne by a Fund (and therefore indirectly by such Fund’s shareholders and owners of variable contracts indirectly invested in such Fund). Although a potential disadvantage of a “manager-of-managers” structure for a Fund is that the retention of new sub-advisers or replacement of sub-advisers often entails adjustments in such Fund’s portfolio that may result in portfolio expenses, the Board and the Adviser believe that the benefits from the judicious usename of the approach to such Fund would outweigh the potential disadvantages.

Because the Adviser may not have the investment management capability to manage all asset classesCompany more quickly and market segments, or the experience to fully utilize certain investment techniques and strategies, it may be desirable under certain circumstances for the Adviser to retain highly qualified sub-advisers with expertise that complements or supplements the Adviser’s capabilities. A “manager-of-managers” arrangement would give the Adviser greater flexibility to efficiently retain sub-advisers to manage investments in certain classes of assets or to fully utilize certain investment techniques and strategies.

Manager-of-Manager Exemptive Orders

In 2009, the SEC granted an exemptive order which allows GEAM to enter into and materially amend investment sub-advisory agreements for a Fund without obtaining shareholder approval in each case. The SEC granted a

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substantially similar order in 2014 which gave SSGA FM, or any entity controlling, controlled by or under common control with SSGA FM or it successors the same authority over funds it manages. SSGA FM’s exemptive order is subject to the condition that the shareholders of a Fund approve the manager-of-managers authority before the first time it is exercised with respect to that Fund and the following additional conditions, all of which the Adviser will be required to comply with upon approval of manager-of-managers authority for a Fund:

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Comparison of Current and Proposed Selection Process for Sub-Advisers

Under both the current process and the proposed process for approval of the Fund’s sub-advisory arrangements, any new sub-advisory agreement and any material change to an existing sub-advisory agreement requires approval by the Board. In considering whether to appoint an existing sub-adviser for any Fund, the Board will analyze the factors it considers relevant, including the nature, extent, and quality of the services to be provided; investment performance; the costs of the services to be provided; and such other factors that the Board considers relevant to the sub-adviser’s performance. Furthermore, operation of the Funds under the proposed “manager-of-managers” structure would not diminish the Adviser’s responsibilities to the Funds, including the Adviser’s overall responsibility for the portfolio management services furnished by a sub-adviser.

If the shareholders of a Fund do not approve this Proposal 3, in order for the Adviser to appoint a new sub-adviser to a Fund or materially change an existing sub-advisory agreement relating to a Fund, the Board must call and hold a shareholder meeting of that Fund, and the Fund must create and distribute proxy materials and solicit votes from its shareholders. This process is time consuming and costly and will delay the appointment of a new sub-adviser or the implementation of material changes to an existing sub-advisory agreement even when the Board and the Adviser have concluded it to be necessary or desirable for a Fund to do so. The Board and the Adviser therefore believe that the “manager-of-managers” structure should allow each Fund to operate more efficiently.

Matters Considered by the Board

At the Board Meeting on April 19 and 20, 2016, the Directors, including a majority of the Independent Directors, who were present at the Board Meeting considered and unanimously approved the use of a “manager-of-managers” structure and the seeking of shareholder approval of the same. In evaluating this arrangement, the Board, including the Independent Directors, considered various factors and other information, including the following:

In addition, the Board believes that it is appropriate to vestcircumstances warrant a change in the selectionname of the sub-advisersCompany, as in SSGA FM in lightthe case of SSGA FM personnel’sProposal 1 where the change is deemed advisable to reflect a new investment advisory expertiseadviser to the Funds.

Effect of Permitting Future Name Changes With Board Approval

The amendment gives the Board more flexibility, and, its experience in selectingsubject to the applicable requirements of federal and monitoring sub-advisers.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF PROPOSAL 3.state law, broader authority to act with respect to changing the name of the Company. However, adoption of the

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Proposals 4Aamendment to 4E

APPROVAL OF A NEWSUB-ADVISORY AGREEMENT WITH EACH OF PALISADE CAPITAL MANAGEMENT, LLC, CHAMPLAIN INVESTMENT PARTNERS, LLC, GLOBEFLEX CAPITAL, L.P., KENNEDY CAPITAL MANAGEMENT, INC. AND SOUTHERNSUN ASSET MANAGEMENT LLC

GE INVESTMENTS FUNDS

SMALL-CAP EQUITY FUND

At the Meeting, youArticles of Incorporation will be askednot alter in any way the Directors’ existing fiduciary obligations to approveact with due care and in the New Small-Cap Sub-Advisory Agreements between the Adviser and eachbest interests of the Small-Cap Equity Fund Sub-Advisers. A general description ofFunds. Accordingly, before utilizing any new flexibility that the New Small-CapSub-Advisory Agreementsamendment may afford, the Directors must first consider the Funds’ interests and a comparison of the New Small-Cap Sub-Advisory Agreements with the Existing Sub-Advisory Agreements are included below. The form of the New Small-Cap Sub-Advisory Agreements is attached hereto asExhibit E.

A shareholder vote is being sought because the Transaction will constitute the “assignment” by GEAM and certain of its subsidiaries to SSC of the Existing GEAM Agreements, which will cause the Existing Sub-Advisory Agreements to automatically terminateact in accordance with their terms. The Advisersuch interests.

Except as provided in Proposal 1, no amendment to the Articles of Incorporation is expectedcontemplated at this time to enter into sub-advisory arrangementschange the name of the Company.

If approved by shareholders, the amendment to the Articles of Incorporation will become effective as of such date designated by the officers of the Company, which shall be no later than December 31, 2016. In the event that will continue the sub-advisory arrangements with the Small-Cap Equity Fund Sub-Advisers. If manager-of-managers authorityProposal 2 is not approved separate shareholder approval will be necessary to approve the New Small-Cap Sub-Advisory Agreements. Thus, in order to ensure that the Small-Cap Equity Fund continues to receive sub-advisory services in the event the manager-of-managers authority is not approved for the Fund,by shareholders of the Small-Cap Equity Fund are being asked to approve the New Small-Cap Sub-Advisory Agreements.

The Transaction does not affect the amount of shares you own or the total Management Fee rates charged to the Small-Cap Equity Fund. The Small-Cap Equity Fund Sub-Advisers will continue to serve as the Fund’s sub-advisers on terms that are substantially similar to the Fund’s Existing Sub-Advisory Agreements. In addition, it is intended that the same portfolio managers will continue to manage the Small-Cap Equity Fund in accordance with the same investment objectives and policies. The Board’s rationale for approve the New Small-Cap Sub-Advisory Agreements is discussed in greater detail below under “Matters Considered by the Board.”

Background on the Existing Sub-Advisory Agreements and the Small-Cap Equity Fund Sub-Advisers

The assets of the Small-Cap Equity Fund are currently allocated to and managed by each of the Small-Cap Equity Fund Sub-Advisers.

Historical Fees

GEAM pays the Small-Cap Equity Fund Sub-Advisers sub-advisory fees for their services based on the assets allocated to each of the Small-Cap Equity Fund Sub-Advisers. During the fiscal year ended December 31, 2015, GEAM paid aggregate sub-advisory fees to the Small-Cap Equity FundSub-Advisers of $253,870.

Portfolio Management Team and Biographies

If the proposed New Small-CapSub-Advisory Agreements with each of the Small-Cap Equity FundSub-Advisers are approved by the shareholders, then the current team of portfolio managers of each of the Small-Cap Equity Fund Sub-Advisers will continue to manage their portion of the Fund’s assets.

Additional information about the Small-Cap Equity Fund Sub-Advisers, including the principal executive officers and directors of the Small-Cap Equity Fund Sub-Advisers, biographies of the portfolio management team of the Small-Cap Equity Fund Sub-Advisers, and other investment companies that have an investment objective similar to that of the Small-Cap Equity Fund for which the Small-Cap Equity Fund Sub-Advisers provide investment management services, is provided inExhibits H toL.

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Material Terms of the New Small-Cap Sub-Advisory Agreements

The following discussion is a description of the material terms of the New Small-CapSub-Advisory Agreements. This description is qualified in its entirety by reference to the form of the New Small-CapSub-Advisory Agreements, which is attached asExhibit E to this Proxy Statement.

The New Small-CapSub-Advisory Agreements are substantially similar to the ExistingSub-Advisory Agreements with the Small-Cap Equity Fund Sub-Advisers. Each New Small-CapSub-Advisory Agreement will provide the same general responsibilities as the Existing Sub-Advisory Agreements, as described below.

Under the New Small-CapSub-Advisory Agreements, the Small-Cap Equity FundSub-Advisers will be responsible for providing an investment program for the those assets allocated to them by the Adviser, which may be changed from time to time at the sole discretion of the Adviser (the “Allocated Assets”), including the investment research and management, subject to the oversight and supervision of the Adviser and the Board. The Small-Cap Equity FundSub-Advisers will determine from time to time what investments will be purchased, retained, or sold by the Fund with respect to Allocated Assets and will be responsible for placing purchase and sell orders for the Allocated Assets. The Small-Cap Equity FundSub-Advisers will also consult with the Adviser regarding matters pertaining to the Small-Cap Equity Fund, including market strategy and portfolio characteristics. As with the Existing Sub-Advisory Agreement, among their duties under the New Small-CapSub-Advisory Agreement, the Small-Cap Equity FundSub-Advisers will (1) provide the Adviser and the Board with reports and other information about the Allocated Assets, (2) assist the Adviser and the Board in determining the fair value of investments held as part of the Allocated Assets, (3) assist the Small-Cap Equity Fund’s accounting services agent or the Adviser to obtain independent sources of market values for other portfolio investments, and (4) cooperate fully with the Adviser and the Company’s Chief Compliance Officer with respect to allcompliance-related matters regarding the Allocated Assets.

Under the New Small-CapSub-Advisory Agreements, the Adviser, and not the Small-Cap Equity Fund, is responsible for payment of thesub-advisory fees to the Small-Cap Equity FundSub-Advisers.

During the term of each New Small-Cap Sub-Advisory Agreement, each Small-Cap Equity Fund Sub-Adviser will bear all expenses incurred by it in connection with its investmentsub-advisory services under such agreement. The agreement may only continue in effect for a period of more than two years from the date of its execution, if such continuance is specifically approved at least annually (a) by the Board or (b) by a vote of a majority of the Small-Cap Equity Fund’s outstanding voting securities, as defined in the 1940 Act, provided that in either event the continuance is also approved by a majority of the Board who are not “interested persons” (as defined in the 1940 Act) of any party to the agreement, by vote cast in person at a meeting called for the purpose of voting on the approval. Each New Small-Cap Sub-Advisory Agreement will terminate automatically in the event of its assignment, including without limitation, a change of control of a Small-Cap Equity FundSub-Adviser, or upon termination of the New Investment Advisory and Administration Agreement between the Adviser and the Small-Cap Equity Fund. Each New Small-CapSub-Advisory Agreement provides that the Small-Cap Equity FundSub-Adviser may render similarsub-advisory services to other clients so long as the services that it provides under the applicable New Small-Cap Sub-Advisory Agreement are not impaired thereby.

Under each New Small-Cap Sub-Advisory Agreement, the Company agrees to indemnify and hold the applicable Small-Cap Equity FundSub-Adviser, its officers and directors, and any person who controls the Small-Cap Equity FundSub-Adviser within the meaning of Section 15 of the 1933 Act harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys’ fees) arising out of any claim, demand, action, suit or proceeding arising out of any misrepresentation of a material fact or the omission of a fact necessary to make information not misleading in the Registration Statement, any proxy statement, or any annual orsemi-annual report to investors in the Small-Cap Equity Fund (other than a misstatement or omission relating to disclosure about the Small-Cap Equity FundSub-Adviser approved by the Small-Cap Equity FundSub-Adviser or provided to the Adviser or the Company by the Small-Cap Equity FundSub-Adviser or relating to an incorrect valuation of a Fund portfolio security that resulted from any breach by the Small-Cap Equity FundSub-Adviser of the second paragraph of Section 2(g) of the New Small-Cap Sub-Advisory Agreement).

Neither the sub-advisory fees paid to the Small-Cap Equity Fund Sub-Advisers by the Adviser nor the Management Fee paid by the Small-Cap Equity Fund to the Adviser will change as a result of the Transaction or approval of any

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of the New Small-Cap Sub-Advisory Agreements. As described above, the Adviser, and not the Small-Cap Equity Fund, is responsible for payment of the sub-advisory fees to the Small-Cap Equity Fund Sub-Advisers under the New Small-CapSub-Advisory Agreement. The fees payable to the Small-Cap Equity Fund Sub-Advisers pursuant to the New Small-CapSub-Advisory Agreement are included in the Management Fee paid to the Adviser.

Differences between the Existing Sub-Advisory Agreement and the New Small-Cap Sub-Advisory Agreements

Notwithstanding references to the New Small-Cap Sub-advisory Agreements as “new,” the agreements are substantially similar to the Existing Sub-Advisory Agreements. The New Small-Cap Sub-Advisory Agreements do not change sub-advisory service terms, the terms for dealing with securities brokers and dealers on behalf of the Small-Cap Equity Fund or the terms as to limitation of liability. In addition, the New Small-Cap Sub-Advisory Agreements do not change as to term (successive one-year terms following an initial two-year term), choice of law, continuance and termination.

Below is a description of the material differences in terms between the Existing Sub-Advisory Agreements for the Small-Cap Equity Fund and the New Small-Cap Sub-Advisory Agreements. The following is only a summary and is qualified in its entirety by reference to the form of New Small-CapSub-Advisory Agreement set out inExhibit E.

The New Small-CapSub-Advisory Agreements heighten the sub-adviser’s duty to notify SSGA FM of instances in which the sub-adviser knows or has reason to know that the available price of a portfolio security does not represent the security’s fair value, or if a security should be subject to a fair valuation determination. The proposed agreements clarify that the sub-adviser’s duty to promptly notify SSGA FM means notification on the same day either before the release of the Fund’s net asset value or 6:00 pm.

The New Small-CapSub-Advisory Agreements also clarify that (i) whether the agreement has been “assigned” will be determined by looking to the definition of “assignment” under the 1940 Act, the rules thereunder and the SEC staff interpretations thereof and (ii) the sub-adviser’s duty to indemnify the Company extends to the Company’s officers, directors and any person who controls the Company, as defined under Section 15 of the 1933 Act.

The New Small-Cap Sub-Advisory Agreements also remove the provisions detailing the information required to be furnished by the sub-adviser in connection with the annual contract renewal process. Since the information requested by the Board in connection with its 15(c) review of these agreements varies from year to year, these provisions were removed to ensure that the agreements will not be inconsistent with the requests made by the Board from time to time.

Matters Considered by the Board

At the Board Meeting, members of the Board, including a majority of the Independent Directors, who were present at the Board Meeting considered and unanimously approved the New Small-CapSub-Advisory Agreements with each of the Small-Cap Equity FundSub-Advisers. The Directors noted that they had previously considered and approved the Existing Sub-Advisory Agreements with each Small-Cap Equity Fund Sub-Adviser at a meeting held on December 18, 2015. For that reason, the Directors focused on information with respect to those Small-Cap Equity Fund Sub-Advisers that had changed since that prior approval, but otherwise relied in part on their prior determinations, consideration and analysis.

In advance of the Board Meeting, the Board received materials from GEAM, the Adviser and each of the Small-Cap Equity FundSub-Advisers, and had the opportunity to ask questions and request additional information in connection with its consideration. The materials detailed, among other things, information about each of the Small-Cap Equity FundSub-Advisers and its professional staff, the Small-Cap Equity FundSub-Advisers’ experience, expertise, and historical performance in managing similar funds and in servicing institutional clients.

In approving the New Small-CapSub-Advisory Agreements with each of the Small-Cap Equity FundSub-Advisers, the Directors considered those factors they deemed relevant, including the nature, quality and extent of services expected to be provided by Small-Cap Equity FundSub-Advisers. In its deliberations, the Board did not identify any single factor that was dispositive and each Director may have attributed different weights to the various factors. The Directors evaluated this information and all other information made available to them by GEAM, the Adviser and the Small-Cap Equity FundSub-Advisers, as well as the presentations and discussions that occurred at the Board Meeting.

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The material factors and conclusions that formed the basis for the Board’s determinations to approve the New Small-CapSub-Advisory Agreements with the Small-Cap Equity FundSub-Advisers are as discussed below.

The Nature, Extent and Quality of Services Expected to be Provided.

The Directors reviewed the services expected to be provided to the Small-Cap Equity Fund by the Small-Cap Equity FundSub-Advisers under the New Small-CapSub-Advisory Agreements. The Board noted that as a result of the Transaction, there was not expected to be any material changes in the nature, extent or quality of thesub-advisory services currently provided by the Small-Cap Equity FundSub-Advisers, or in the portfolio management of the Small-Cap Equity Fund. The Board focused on its experiences with each Small-Cap Equity FundSub-Adviser in connection with its prior and current service assub-adviser to the Small-Cap Equity Fund. The Board considered each Small-Cap Equity FundSub-Adviser’s attributes relating to its investment philosophy oriented towardlong-term performance, its process for selecting investments, and its experienced professionals, including research analysts and portfolio managers with experience involvingsmall-cap equity securities, access to significant technological resources and a favorable history and reputation. The Board also considered the review process undertaken by the Adviser and the Adviser’s favorable assessment of the nature and quality of the investmentsub-advisory services provided and expected to be provided to the Small-Cap Equity Fund by the Small-Cap Equity FundSub-Advisers after consummation of the Transaction.

In light of the foregoing, the Board, including the Independent Directors, concluded that the breadth and quality of services provided by the each of the Small-Cap Equity Fund Sub-Advisers was expected to continue to be satisfactory.

Investment Performance of the Small-Cap Equity FundSub-Advisers.

The Directors considered the investment performance of the Small-Cap Equity Fund for various periods. The Directors reviewed detailed information provided by the Small-Cap Equity FundSub-Advisers comparing their performance to that of relevant securities indices and peer groupings over these periods, at the Meeting, the Articles of Incorporation will remain as well as the annual contract renewal meetings held on December 16 and 18, 2015. On this basis, the Board, including the Independent Directors, concluded that each Small-Cap Equity FundSub-Adviser’s historical performance record in managing its allocated portion of the Small-Cap Equity Fund’s investment portfolio, when viewed together with the other factors considered by the Board, supported a decision to approve New Small-CapSub-Advisory Agreements.

Cost of the Services to be Provided to the Small-Cap Equity Fund.

The Board considered the proposed fees payable under the New Small-CapSub-Advisory Agreements, noting that the fees would be paid by the Adviser, and not the Small-Cap Equity Fund. The Board considered that the proposed fee rates to be paid to the Small-Cap Equity FundSub-Advisers by the Adviser under the New Small-CapSub-Advisory Agreements were the same as the fee rates paid under the Existing Sub-Advisory Agreements with the Small-Cap Equity FundSub-Advisers and have been negotiated atarm’s-length. The Board concluded that the fees payable to each of the Small-Cap Equity FundSub-Advisers by the Adviser under the NewSub-Advisory Agreements with the Small-Cap Equity FundSub-Advisers with respect to the assets to be allocated to each Small-Cap Equity FundSub-Adviser were reasonable and appropriate.

In addition, the Board recognized that, because the fee rates payable to the Small-Cap Equity FundSub-Advisers were the same as the fee rates paid under the Existing Sub-Advisory Agreements and would be paid by the Adviser, an analysis of profitability was more appropriate in the context of the Board’s consideration of the Small-Cap Equity Fund’s New Investment Advisory and Administration Agreement with the Adviser. Accordingly, considerations of profitability with respect to approval of the New Small-CapSub-Advisory Agreements with the Small-Cap Equity FundSub-Advisers were not relevant to the Board’s determination to approve such agreements.

The Extent to Which Economies of Scale Would be Realized as the Fund Grows and Whether Fee Levels Would Reflect Such Economies of Scale.

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The Directors considered the extent to which economies of scale would be realized as the Small-Cap Equity Fund grows, and whether fee levels reflect these economies of scale for the benefit of Small-Cap Equity Fund investors. The Board recognized that this consideration is less relevant with respect to the proposedsub-advisory fees, because the Adviser will pay Small-Cap Equity FundSub-Advisers out of its advisory fees received from the Small-Cap Equity Fund, and noted that the Board considered economies of scale for the Small-Cap Equity Fund in connection with the Small-Cap Equity Fund’s New Investment Advisory and Administration Agreement with the Adviser. The Board also recognized the benefits to the Small-Cap Equity Fund of being able to leverage a favorable cost structure achieved with respect to the Small-Cap Equity Fund’s other operating expenses as a result of the Adviser’s large overall base of assets under management.

Comparison of Services to be Rendered and Fees to be Paid.

The Board reviewed and discussed the services expected to be provided to the Small-Cap Equity Fund by each of the Small-Cap Equity Fund Sub-Advisers,they currently exist and the proposed fee rates to be charged to the Adviser for those services. The Directors noted that they had reviewed the comparative fee information provided by each of the Small-Cap Equity Fund Sub-Advisers at the December 18, 2015 board meetings with respect to comparable mutual fund or other client accounts managed by each of the Small-Cap Equity Fund Sub-Advisers.

The Board, including the Independent Directors, concluded that, based on this information, the proposedsub-advisory fees were reasonable in relation to the services expected to be provided to the Small-Cap Equity Fund.

Fall-Out Benefits.

The Board considered that there may be financial benefits that Small-Cap Equity FundSub-Advisers may derive from their relationships with the Adviser and the Small-Cap Equity Fund, including soft dollar commission benefits generated through the Small-Cap Equity Fund portfolio transactions. The Board noted, however, that the Small-Cap Equity Fund should benefit from the resources expected to be made available through the Small-Cap Equity FundSub-Advisers, and that the Fund represents only a small portion of the assets managed by the Small-Cap Equity FundSub-Advisers.

The Board did not view this consideration as having a material effect on its overall view of the reasonableness of the proposed fees under the New Small-CapSub-Advisory Agreements.

Conclusion.

No single factor was determinative to the Board’s decision. Based on the Directors’ discussion and such other matters as were deemed relevant, the Board, including the Directors who are not interested persons (as defined in the 1940 Act) of the Small-Cap Equity Fund, concluded that the New Sub-Advisory Agreements were in the best interest of the Small-Cap Equity Fund.

Interim Sub-Advisory Agreements

The Board has approved interim sub-advisory agreements with the Small-Cap Equity FundSub-Advisers on substantially similar terms as the Existing Sub-Advisory Agreements in the event that the Transaction closes and shareholders of the Small-Cap Equity Fund have not yet approved manager-of-managers authority or the New Small-CapSub-Advisory Agreements. These interim agreements differ from the Existing Sub-Advisory Agreements only to the extent required under Rule 15a-4 under the 1940 Act, as described with respect to the Interim Advisory Agreement discussed under “Interim Advisory Agreement” in Proposal 1.

If neither manager-of-managers authority nor a New Small-CapSub-Advisory Agreements is approved within 150 days of the date on which the Transaction closes, the Board, in consultation with the Adviser and the relevant Sub-Adviser, will consider what further action to take consistent with its fiduciary duties to the Small-Cap Equity Fund. The Board will take such action as it deems to be in the best interestsinterest of the Small-Cap Equity FundFunds and its shareholders, including, potentially, allocatingtheir shareholders.

Required Vote

The approval of Proposal 2 requires the assetsvote of the Fund among the Adviser and/or those Small-Cap Equity Fund Sub-Advisers withholders of a New Small-CapSub-Advisory Agreement approved by the Fund’s shareholders or liquidating the Fund and distributing the Fund assets in kind, in cash or a combination of both, if other options are determined not to be prudent or practicable. In the event the Transaction is not consummated, the Small-Cap Equity FundSub-Advisers will continue to serve as sub-advisers to the Small-Cap Equity Fund pursuant to the termsmajority of the Existing Sub-Advisory Agreements.

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Interests of Directors or Officers in Proposals 4A to 3E

NoneOutstanding Shares of the current DirectorsCompany present in person or officers ofby proxy at the Small-Cap Equity Fund haveMeeting, provided that a material direct or indirect interest in Small-Cap Equity FundSub-Advisers or a person controlling, controlled by or under common control with Small-Cap Equity FundSub-Advisers.quorum is present.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF

THE SMALL-CAP EQUITY FUND VOTE “FOR” THE APPROVAL OF PROPOSALS 4A to 4E.

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Proposal 5

APPROVAL OF A NEWSUB-ADVISORY AGREEMENT WITH CENTERSQUARE INVESTMENT MANAGEMENT, INC.

GE INVESTMENTS FUNDS

REAL ESTATE SECURITIES FUND

At the Meeting, you will be asked to approve the New Real Estate Sub-Advisory Agreement between the Adviser and the Real Estate Securities Fund’s sub-adviser, CenterSquare. A general description of the New Real Estate Sub-Advisory Agreement and a comparison of the New Real Estate Sub-Advisory Agreement with the Existing Sub-Advisory Agreement are included below. The New Real Estate Sub-Advisory Agreement is attached hereto asExhibit F.

A shareholder vote is being sought because the Transaction will constitute the “assignment” by GEAM and certain of its subsidiaries to SSC of the Existing GEAM Agreements, which will cause the Existing Sub-Advisory Agreement to automatically terminate in accordance with its terms. The Adviser is expected to enter into a sub-advisory arrangement that will continue the sub-advisory arrangement with CenterSquare. If manager-of-managers authority is not approved, the Adviser would need to seek separate shareholder approval to retain CenterSquare. Thus, in order to ensure that the Real Estate Securities Fund continues to receive sub-advisory services in the event the manager-of-managers authority is not approved for the Fund, shareholders of the Real Estate Securities Fund are being asked to approve the New Real Estate Sub-Advisory Agreement.

The Transaction does not affect the amount of shares you own or the total Management Fee rates charged to the Real Estate Securities Fund. CenterSquare will continue to serve as the Fund’s sub-adviser on terms that are substantially similar to the Fund’s existing arrangement. In addition, it is intended that the same portfolio managers will continue to manage the Real Estate Securities Fund in accordance with the same investment objectives and policies. The Board’s rationale for approve the New Real Estate Sub-Advisory Agreement is discussed in greater detail below under “Matters Considered by the Board.”

Background on CenterSquare and the Existing Sub-Advisory Agreement

The assets of the Real Estate Securities Fund are currently allocated to and managed by CenterSquare, who is the Fund’s sole sub-adviser.

Historical Fees

The Real Estate Securities Fund pays CenterSquare a sub-advisory fee for its services based upon the Fund’s average daily net assets. During the fiscal year ended December 31, 2015, the Real Estate Securities Fund paid CenterSquare $421,862 for investment management services.

Portfolio Management Team

If the New Real Estate Sub-Advisory Agreement is approved by the shareholders, then the current team of portfolio managers of CenterSquare will continue to manage their portion of the Fund’s assets.

Additional information about CenterSquare, including the principal executive officers and directors of CenterSquare, biographies of the portfolio management team of CenterSquare and other investment companies that have an investment objective similar to that of the Real Estate Securities Fund for which CenterSquare provides investment management services, is provided inExhibit M.

Material Terms of the New Real Estate Sub-Advisory Agreement

The following discussion is a description of the material terms of the New Real Estate Sub-Advisory Agreement. This description is qualified in its entirety by reference to the New Real Estate Sub-Advisory Agreement, which is attached asExhibit F to this Proxy Statement.

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The New Real Estate Sub-Advisory Agreement is substantially similar to the Existing Sub-Advisory Agreement with CenterSquare. The New Real Estate Sub-Advisory Agreement will provide the same general responsibilities as the Existing Sub-Advisory Agreement, as described below.

Under the New Real Estate Sub-Advisory Agreement, CenterSquare will be responsible for providing an investment program for the Real Estate Securities Fund’s assets, including the investment research and management, subject to the oversight and supervision of the Adviser and the Board. CenterSquare will determine from time to time what investments will be purchased, retained, or sold by the Real Estate Securities Fund and will be responsible for placing purchase and sell orders for the Real Estate Securities Fund’s investments. CenterSquare will also consult with the Adviser regarding matters pertaining to the Real Estate Securities Fund, including market strategy and portfolio characteristics. As with the prior agreement, among its duties under the New Real Estate Sub-Advisory Agreement, CenterSquare will (1) provide the Adviser and the Board with reports and other information about the Real Estate Securities Fund’s assets, (2) assist the Adviser and the Board in determining the fair value of investments held as part of the Real Estate Securities Fund’s assets, (3) assist the Real Estate Securities Fund’s accounting services agent or the Adviser to obtain independent sources of market values for other portfolio investments, and (4) cooperate fully with the Adviser and the Company’s Chief Compliance Officer with respect to allcompliance-related matters regarding the Real Estate Securities Fund’s assets.

Under the New Real Estate Sub-Advisory Agreement, the Adviser, and not the Real Estate Securities Fund, is responsible for payment of thesub-advisory fees to CenterSquare.

During the term of the New Real Estate Sub-Advisory Agreement, CenterSquare will bear all expenses incurred by it in connection with its investmentsub-advisory services under the agreement. The agreement may only continue in effect for a period of more than two years from the date of its execution, if such continuance is specifically approved at least annually (a) by the Board or (b) by a vote of a majority of the Real Estate Securities Fund’s outstanding voting securities, as defined in the 1940 Act, provided that in either event the continuance is also approved by a majority of the Board who are not “interested persons” (as defined in the 1940 Act) of any party to the agreement, by vote cast in person at a meeting called for the purpose of voting on the approval. The New Real Estate Sub-Advisory Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon termination of the Advisory Agreement. The New Real Estate Sub-Advisory Agreement provides that CenterSquare may render similar sub-advisory services to other clients so long as the services that it provides under the New Real Estate Sub-Advisory Agreement are not impaired thereby.

The Company agrees to indemnify and hold CenterSquare, its officers and directors, and any person who controls CenterSquare within the meaning of Section 15 of the 1933 Act harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys’ fees) arising out of any claim, demand, action, suit or proceeding arising out of any actual or alleged misrepresentation or omission in the GE Investments Funds’ registration statement, any proxy statement, or any annual orsemi-annual report to investors in the Real Estate Securities Fund relating to disclosure about CenterSquare provided to the Company by the Real Estate Securities Fund or relating to an incorrect valuation of a Real Estate Securities Fund portfolio instrument that resulted from any breach by CenterSquare of the second paragraph of Section 2(b) of this Agreement.

Neither the sub-advisory fees paid to CenterSquare by the Adviser, nor the advisory fee paid by the Fund to the Adviser will change as a result of the Transaction and approval of the New Real Estate Sub-Advisory Agreement. As described above, the Adviser, and not the Fund, is responsible for payment of the sub-advisory fees to CenterSquare under the New Real Estate Sub-Advisory Agreement. The fees payable to CenterSquare pursuant to the New Real Estate Sub-Advisory Agreement are included in the advisory fees paid to the Adviser. For the fiscal year ended December 31, 2015, the aggregate sub-advisory fees paid to CenterSquare are shown inExhibit M.

Differences between the Existing Sub-Advisory Agreement and the New Real Estate Sub-Advisory Agreement

Notwithstanding references to the New Real Estate Sub-Advisory Agreement as “new,” the agreement is substantially similar to the Existing Sub-Advisory Agreement for the Fund. The New Real Estate Sub-Advisory Agreement does not change sub-advisory service terms, the terms for dealing with securities brokers and dealers on behalf of the Real Estate Securities Fund or the terms as to limitation of liability. In addition, the New Real Estate Sub-Advisory Agreement does not change as to term (successive one-year terms following an initial two-year term), choice of law, continuance and termination.

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Below is a description of the material differences in terms between the Existing Sub-Advisory Agreement the New Real Estate Sub-Advisory Agreement. The following is only a summary and is qualified in its entirety by reference to the New Real Estate Securities Sub-Advisory Agreement set out inExhibit F.

The New Real Estate Sub-Advisory Agreement heightens the sub-adviser’s duty to notify SSGA FM of instances in which the sub-adviser knows or has reason to know that the available price of a portfolio security does not represent the security’s fair value, or if a security should be subject to a fair valuation determination. The proposed agreement clarifies that the sub-adviser’s duty to promptly notify SSGA FM means notification on the same day either before the release of the Fund’s net asset value or 6:00 pm. The New Real Estate Sub-Advisory Agreement also clarifies that whether the agreement has been “assigned” will be determined by looking to the definition of “assignment” under the 1940 Act, the rules thereunder and the SEC staff interpretations thereof.

The New Real Estate Sub-Advisory Agreement no longer imposes on the Company or the Adviser a general obligation to indemnify the sub-adviser for losses arising from the “fault” of either the Company or the Adviser and no longer imposes on the adviser a duty to notify the sub-adviser of changes in law. The New Real Estate Sub-Advisory Agreement also removes the exclusivity provision that previously restrained the sub-adviser from managing other similar funds, since that provision had a four-year term that has now expired.

Matters Considered by the Board

At the Board Meeting, members of the Board, including a majority of the Independent Directors, who were present at the Board Meeting considered and unanimously approved the New Real Estate Sub-Advisory Agreement with CenterSquare. The Board members noted that they had previously considered and approved the Existing Sub-Advisory Agreement with CenterSquare with respect to the Real Estate Securities Fund at a meeting held on December 18, 2015. For that reason, the Directors focused on information with respect to CenterSquare that had changed since that prior approval, but otherwise relied in part on their prior determinations, consideration and analysis.

In advance of the Board Meeting, the Board received materials from GEAM, the Adviser and CenterSquare, and had the opportunity to ask questions and request additional information in connection with its consideration. The materials detailed, among other things, information about CenterSquare and its professional staff, CenterSquare’s experience, expertise, and historical performance in managing similar funds and in servicing institutional clients.

In approving the New Real Estate Sub-Advisory Agreement with CenterSquare, the Directors considered those factors they deemed relevant, including the nature, quality and extent of services expected to be provided by CenterSquare. In its deliberations, the Board did not identify any single factor that was dispositive and each Director may have attributed different weights to the various factors. The Diretors evaluated this information and all other information made available to them by GEAM, the Adviser and CenterSquare, as well as the presentations and discussions that occurred at the Board Meeting.

The material factors and conclusions that formed the basis for the Board’s determinations to approve the New Real Estate Sub-Advisory Agreement with CenterSquare are as discussed below.

The Nature, Extent and Quality of Services Expected to be Provided.

The Directors reviewed the services expected to be provided to the Real Estate Securities Fund by CenterSquare under the New Real Estate Sub-Advisory Agreement. The Board noted that as a result of the Transaction, there was not expected to be any material changes in the nature, extent or quality of thesub-advisory services currently provided by CenterSquare, or in the portfolio management of the Real Estate Securities Fund. The Board focused on its experiences with CenterSquare in connection with its prior and current service assub-adviser to the Real Estate Securities Fund. The Board considered CenterSquare’s attributes relating to its investment philosophy oriented towardlong-term performance, its process for selecting investments, its experienced professionals, access to significant technological resources and a favorable history and reputation. The Board also considered the review process undertaken by the Adviser and the Adviser’s favorable assessment of the nature and quality of the investmentsub-advisory services provided and expected to be provided to the Real Estate Securities Fund by CenterSquare after consummation of the Transaction.

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In light of the foregoing, the Board, including the Independent Directors, concluded that the breadth and quality of services provided by CenterSquare was expected to continue to be satisfactory.

Investment Performance of CenterSquare.

The Board members considered the investment performance of the Real Estate Securities Fund for various periods. The Board members reviewed detailed information provided by CenterSquare comparing their performance to that of relevant securities indices and peer groupings over these periods, at the Meeting as well as the annual contract renewal meetings held on December 16 and 18, 2015. On this basis, the Board, including the Independent Directors, concluded that CenterSquare’s historical performance record in managing its allocated portion of CenterSquare’s investment portfolio, when viewed together with the other factors considered by the Board, supported a decision to approve the New Real Estate Sub-Advisory Agreement.

Cost of the Services to be Provided to the Real Estate Securities Fund.

The Board considered the proposed fees payable under the New Real Estate Sub-Advisory Agreement, noting that the fees would be paid by the Adviser, and not the Real Estate Securities Fund. The Board considered that the proposed fee rates to be paid to CenterSquare by the Adviser under the New Real Estate Sub-Advisory Agreement were the same as the fees paid under the Existing Sub-Advisory Agreement and have been negotiated atarm’s-length. The Board concluded that the fees payable to CenterSquare by the Adviser under the New Real Estate Sub-Advisory Agreement with respect to the assets to be allocated to CenterSquare were reasonable and appropriate.

In addition, the Board recognized that, because the fee rates payable to CenterSquare were the same as the fee rates paid under the Existing Sub-Advisory Agreement and would be paid by the Adviser, an analysis of profitability was more appropriate in the context of the Board’s consideration of the Real Estate Securities Fund’s New Investment Advisory and Administration Agreement with the Adviser. Accordingly, considerations of profitability with respect to approval of the New Real Estate Sub-Advisory Agreement with CenterSquare were not relevant to the Board’s determination to approve the agreement.

The Extent to Which Economies of Scale Would be Realized as the Fund Grows and Whether Fee Levels Would Reflect Such Economies of Scale.

The Board members considered the extent to which economies of scale would be realized as the Real Estate Securities Fund grows, and whether fee levels reflect these economies of scale for the benefit of Real Estate Securities Fund investors. The Board recognized that this consideration is less relevant with respect to the proposedsub-advisory fees, because the Adviser will pay CenterSquare out of its advisory fees received from the Real Estate Securities Fund, and noted that the Board considered economies of scale for the Real Estate Securities Fund in connection with the Real Estate Securities Fund’s New Investment Advisory and Administration Agreement with the Adviser. The Board also recognized the benefits to the Real Estate Securities Fund of being able to leverage a favorable cost structure achieved with respect to the Real Estate Securities Fund’s other operating expenses as a result of the Adviser’s large overall base of assets under management.

Comparison of Services to be Rendered and Fees to be Paid.

The Board reviewed and discussed the services expected to be provided to the Real Estate Securities Fund by CenterSquare, and the proposed fee rates to be charged to the Adviser for those services. The Board members noted that they had reviewed the comparative fee information provided by CenterSquare at the December 18, 2015 board meetings with respect to comparable mutual fund or other client accounts managed by CenterSquare.

The Board, including the Independent Directors, concluded that, based on this information, the proposedsub-advisory fees were reasonable in relation to the services expected to be provided to the Real Estate Securities Fund.

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Fall-Out Benefits.

The Board considered that there may be financial benefits that CenterSquare may derive from its relationship with the Adviser and the Real Estate Securities Fund, including soft dollar commission benefits generated through the Real Estate Securities Fund portfolio transactions. The Board noted, however, that the Real Estate Securities Fund should benefit from the resources expected to be made available through CenterSquare, and that the Real Estate Securities Fund represents only a small portion of the assets managed by CenterSquare.

The Board did not view this consideration as having a material effect on its overall view of the reasonableness of the proposed fees under the New Real Estate Sub-Advisory Agreement.

Conclusion.

No single factor was determinative to the Board’s decision. Based on the Directors’ discussion and such other matters as were deemed relevant, the Board, including the Directors who are not interested persons (as defined in the 1940 Act) of the Real Estate Securities Fund, concluded that the New Real Estate Sub-Advisory Agreement is in the best interest of the Real Estate Securities Fund.

Interim Sub-Advisory Agreement

The Board has approved an interim sub-advisory agreement with CenterSquare on substantially similar terms as the Existing Sub-Advisory Agreement in the event that the Transaction closes and shareholders of the Real Estate Securities Fund have not yet approved New Real Estate Sub-Advisory Agreement. This interim agreement differs from the Existing Sub-Advisory Agreement only to the extent required under Rule 15a-4 under the 1940 Act, as described with respect to the Interim Advisory Agreement discussed under “Interim Advisory Agreement” in Proposal 1.

If the New Real Estate Sub-Advisory Agreement is not approved within 150 days of the date on which the Transaction closes, the Board, in consultation with the Adviser and Sub-Adviser, will consider what further action to take consistent with its fiduciary duties to the Real Estate Securities Fund. The Board will take such action as it deems to be in the best interests of the Real Estate Securities Fund and its shareholders, including liquidation of the Real Estate Securities Fund and distribution of the Real Estate Securities Fund assets in kind, in cash or a combination of both, if other options are determined not to be prudent or practicable. In the event the Transaction is not consummated, CenterSquare will continue to serve as sub-adviser to the Real Estate Securities Fund pursuant to the terms of the Existing Sub-Advisory Agreement.

Interests of Directors or Officers in Proposal 5

None of the current Directors or officers of the Real Estate Securities Fund have a material direct or indirect interest in CenterSquare or a person controlling, controlled by or under common control with CenterSquare.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS OF

THE REAL ESTATE SECURITIESEACH FUND VOTE “FOR” THE APPROVAL OF PROPOSAL 5.2.

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Proposal 6

APPROVAL OF A NEWSUB-ADVISORY AGREEMENT WITH BLACKROCK INVESTMENT MANAGEMENT, LLC.

GE INVESTMENTS FUNDS

TOTAL RETURN FUND

At the Meeting, you will be asked to approve the New Total Return Sub-Advisory Agreement between the Adviser and the Total Return Fund’s sub-adviser, BlackRock. A general description of the New Total Return Sub-Advisory Agreement and a comparison of New Total Return Sub-Advisory Agreement with the Existing Sub-Advisory Agreement are included below. The New Total Return Sub-Advisory Agreement is attached hereto asExhibit G.

A shareholder vote is being sought because the Transaction will constitute the “assignment” by GEAM and certain of its subsidiaries to SSC of the Existing GEAM Agreements, which will cause the Existing Sub-Advisory Agreement to automatically terminate in accordance with its terms. The Adviser is expected to enter into a sub-advisory agreement that will continue the sub-advisory arrangement with BlackRock. If manager-of-managers authority is not approved, the Adviser would need to seek shareholder approval to retain BlackRock. Thus, in order to ensure that the Total Return Fund continues to receive sub-advisory services in the event the manager-of-managers authority is not approved for the Fund, shareholders of the Total Return Fund are being asked to approve the New Total Return Sub-Advisory Agreement.

The Transaction does not affect the amount of shares you own or the total Management Fee rates charged to the Total Return Fund. BlackRock will continue to serve as the Fund’s sub-adviser on terms that are substantially similar to the Fund’s existing arrangement. In addition, it is intended that the same portfolio managers will continue to manage the Total Return Fund in accordance with the same investment objectives and policies. The Board’s rationale for approve the New Total Return Sub-Advisory Agreement is discussed in greater detail below under “Matters Considered by the Board.”

Background on BlackRock and the Existing Sub-Advisory Agreement

The assets of the Total Return Fund are currently allocated to and managed by BlackRock, who is the Fund’s sole sub-adviser.

Historical Fees

The Total Return Fund pays BlackRock a sub-advisory fee for its services based upon the Fund’s average daily net assets. For the fiscal year ended December 31, 2015, the Total Return Fund paid BlackRock $624,360 for investment management services.

Portfolio Management Team

If the New Total Return Sub-Advisory Agreement is approved by the shareholders, then the current team of portfolio managers of BlackRock will continue to manage their portion of the Fund’s assets.

Additional information about BlackRock, including the principal executive officers and directors of BlackRock, biographies of the portfolio management team of BlackRock and other investment companies that have an investment objective similar to that of the Total Return Fund for which BlackRock provides investment management services, is provided inExhibit N.

Material Terms of the New Total Return Sub-Advisory Agreement

The following discussion is a description of the material terms of the New Total Return Sub-Advisory Agreement. This description is qualified in its entirety by reference to the form of the New Total Return Sub-Advisory Agreement, which is attached asExhibit G to this Proxy Statement.

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The New Total Return Sub-Advisory Agreement is substantially similar to the Existing Sub-Advisory Agreement with BlackRock. The New Total Return Sub-Advisory Agreement will provide the same general responsibilities as the Existing Sub-Advisory Agreement, as described below.

Under the New Total Return Sub-Advisory Agreement, BlackRock will be responsible for providing an investment program for the Total Return Fund’s assets, including the investment research and management, subject to the oversight and supervision of the Adviser and the Board. BlackRock will determine from time to time what investments will be purchased, retained, or sold by the Total Return Fund and will be responsible for placing purchase and sell orders for the Total Return Fund’s investments. BlackRock will also consult with the Adviser regarding matters pertaining to the Total Return Fund, including market strategy and portfolio characteristics. As with the prior agreement, among its duties under the New Total Return Sub-Advisory Agreement, BlackRock will (1) provide the Adviser and the Board with reports and other information about the Total Return Fund’s assets, (2) assist the Adviser and the Board in determining the fair value of investments held as part of the Total Return Fund’s assets, (3) assist the Total Return Fund’s accounting services agent or the Adviser to obtain independent sources of market values for other portfolio investments, and (4) cooperate fully with the Adviser and the Company’s Chief Compliance Officer with respect to allcompliance-related matters regarding the Total Return Fund’s assets.

Under the New Total Return Sub-Advisory Agreement, the Adviser, and not the Total Return Fund, is responsible for payment of thesub-advisory fees to BlackRock.

During the term of the New Total Return Sub-Advisory Agreement, BlackRock will bear all expenses incurred by it in connection with its investmentsub-advisory services under the agreement. The agreement may only continue in effect for a period of more than two years from the date of its execution, if such continuance is specifically approved at least annually (a) by the Board or (b) by a vote of a majority of the Total Return Fund’s outstanding voting securities, as defined in the 1940 Act, provided that in either event the continuance is also approved by a majority of the Board who are not “interested persons” (as defined in the 1940 Act) of any party to the agreement, by vote cast in person at a meeting called for the purpose of voting on the approval. The New Total Return Sub-Advisory Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon termination of the Advisory Agreement.

The Company agrees to indemnify and hold BlackRock, its officers and directors, and any person who controls BlackRock within the meaning of Section 15 of the 1933 Act harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys’ fees) arising out of any claim, demand, action, suit or proceeding arising out of any actual or alleged misrepresentation or omission in the GE Investments Funds’ registration statement, any proxy statement, or any annual orsemi-annual report to investors in the Total Return Fund relating to disclosure about BlackRock provided to the Company by the Total Return Fund or relating to an incorrect valuation of a Total Return Fund portfolio instrument that resulted from any breach by BlackRock of its duties under the agreement.

Neither the sub-advisory fees paid to BlackRock by the Adviser, nor the advisory fee paid by the Fund to the Adviser will change as a result of the Transaction and approval of the New Total Return Sub-Advisory Agreement. As described above, the Adviser, and not the Fund, is responsible for payment of the sub-advisory fees to BlackRock under the New Total Return Sub-Advisory Agreement. The fees payable to BlackRock pursuant to the New Total Return Sub-Advisory Agreement are included in the advisory fees paid to the Adviser. For the fiscal year ended December 31, 2015, the aggregate sub-advisory fees paid to the sub-advisers of the Fund are shown inExhibit N.

Differences between the Existing Sub-Advisory Agreement and the New Total Return Sub-Advisory Agreement

Notwithstanding references to the New Total Return Sub-Advisory Agreement as “new,” the agreement is substantially similar to the Existing Sub-Advisory Agreement for the Fund. The New Total Return Sub-Advisory Agreement does not change sub-advisory service terms, the terms for dealing with securities brokers and dealers on behalf of the Total Return Fund or the terms as to limitation of liability. In addition, the New Total Return Sub-Advisory Agreement does not change as to choice of law, continuance and termination.

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Below is a description of the material differences in terms between the Existing Sub-Advisory Agreement and New Total Return Sub-Advisory Agreement. The following is only a summary and is qualified in its entirety by reference to the New Total Return Sub-Advisory Agreement set out inExhibit G.

The New Total Return Sub-Advisory Agreement heightens the sub-adviser’s duty to notify SSGA FM of instances in which the sub-adviser knows or has reason to know that the available price of a portfolio security does not represent the security’s fair value, or if a security should be subject to a fair valuation determination. The New Total Return Sub-Advisory Agreement clarifies that the sub-adviser’s duty to promptly notify SSGA FM means notification on the same day either before the release of the Fund’s net asset value or 6:00 pm. The agreement also clarifies that whether the agreement has been “assigned” will be determined by looking to the definition of “assignment” under the 1940 Act, the rules thereunder and the SEC staff interpretations thereof.

The New Total Return Sub-Advisory Agreement eliminates a term obligating the Adviser to provide notice to the sub-adviser if the Adviser believes any investments, recommendations or advice are in violation of the Total Return Fund’s key documents or applicable law. The agreement clarifies that the Adviser’s duty to manage the assets of the Fund that are not allocated to the sub-adviser include arranging for the retention of other sub-advisers. The New Total Return Sub-Advisory Agreement also provides for an initial two-year term.

Matters Considered by the Board

At the Board Meeting, members of the Board, including a majority of the Independent Directors, who were present at the Board Meeting considered and unanimously approved the New Total Return Sub-Advisory Agreement with BlackRock. The Board members noted that they had previously considered and approved the Existing Sub-Advisory Agreement with BlackRock with respect to the Total Return Fund at a meeting held on December 18, 2015. For that reason, the Directors focused on information with respect to BlackRock that had changed since that prior approval, but otherwise relied in part on their prior determinations, consideration and analysis.

In advance of the Board Meeting, the Board received materials from GEAM, the Adviser and BlackRock, and had the opportunity to ask questions and request additional information in connection with its consideration. The materials detailed, among other things, information about BlackRock and its professional staff, BlackRock’s experience, expertise, and historical performance in managing similar funds and in servicing institutional clients.

In approving the New Total Return Sub-Advisory Agreement with BlackRock, the Directors considered those factors they deemed relevant, including the nature, quality and extent of services expected to be provided by BlackRock. In its deliberations, the Board did not identify any single factor that was dispositive and each Director may have attributed different weights to the various factors. The Directors evaluated this information and all other information made available to them by GEAM, the Adviser and BlackRock, as well as the presentations and discussions that occurred at the Board Meeting.

The material factors and conclusions that formed the basis for the Board’s determinations to approve the New Total Return Sub-Advisory Agreement with BlackRock are as discussed below.

The Nature, Extent and Quality of Services Expected to be Provided.

The Directors reviewed the services expected to be provided to the Total Return Fund by BlackRock under the New Total Return Sub-Advisory Agreement. The Board noted that as a result of the Transaction, there was not expected to be any material changes in the nature, extent or quality of thesub-advisory services currently provided by BlackRock, or in the portfolio management of the Total Return Fund. The Board focused on its experiences with BlackRock in connection with its prior and current service assub-adviser to the Total Return Fund. The Board considered BlackRock’s attributes relating to its investment philosophy oriented towardlong-term performance, its process for selecting investments, its experienced professionals, access to significant technological resources and a favorable history and reputation. The Board also considered the review process undertaken by the Adviser and the Adviser’s favorable assessment of the nature and quality of the investmentsub-advisory services provided and expected to be provided to the Total Return Fund by BlackRock after consummation of the Transaction.

In light of the foregoing, the Board, including the Independent Directors, concluded that the breadth and quality of services provided by BlackRock was expected to continue to be satisfactory.

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Investment Performance of BlackRock.

The Board members considered the investment performance of the Total Return Fund for various periods. The Board members reviewed detailed information provided by BlackRock comparing their performance to that of relevant securities indices and peer groupings over these periods, at the Meeting as well as the annual contract renewal meetings held on December 16 and 18, 2015. On this basis, the Board, including the Independent Directors, concluded that BlackRock’s historical performance record in managing its allocated portion of BlackRock’s investment portfolio, when viewed together with the other factors considered by the Board, supported a decision to approve the New Total Return Sub-Advisory Agreement.

Cost of the Services to be Provided to the Total Return Fund.

The Board considered the proposed fees payable under the New Total Return Sub-Advisory Agreement, noting that the fees would be paid by the Adviser, and not the Total Return Fund. The Board considered that the proposed fee rates to be paid to BlackRock by the Adviser under the New Total Return Sub-Advisory Agreement were the same as the fees paid under the Existing Sub-Advisory Agreement and have been negotiated atarm’s-length. The Board concluded that the fees payable to BlackRock by the Adviser under the New Total Return Sub-Advisory Agreement with respect to the assets to be allocated to BlackRock were reasonable and appropriate.

In addition, the Board recognized that, because the fee rates payable to BlackRock were the same as the fee rates paid under the Existing Sub-Advisory Agreement and would be paid by the Adviser, an analysis of profitability was more appropriate in the context of the Board’s consideration of the Total Return Fund’s New Investment Advisory and Administration Agreement with the Adviser. Accordingly, considerations of profitability with respect to approval of the New Total Return Sub-Advisory Agreement with BlackRock were not relevant to the Board’s determination to approve the agreement.

The Extent to Which Economies of Scale Would be Realized as the Fund Grows and Whether Fee Levels Would Reflect Such Economies of Scale.

The Board members considered the extent to which economies of scale would be realized as the Total Return Fund grows, and whether fee levels reflect these economies of scale for the benefit of Total Return Fund investors. The Board recognized that this consideration is less relevant with respect to the proposedsub-advisory fees, because the Adviser will pay BlackRock out of its advisory fees received from the Total Return Fund, and noted that the Board considered economies of scale for the Total Return Fund in connection with the Total Return Fund’s New Investment Advisory and Administration Agreement with the Adviser. The Board also recognized the benefits to the Total Return Fund of being able to leverage a favorable cost structure achieved with respect to the Total Return Fund’s other operating expenses as a result of the Adviser’s large overall base of assets under management.

Comparison of Services to be Rendered and Fees to be Paid.

The Board reviewed and discussed the services expected to be provided to the Total Return Fund by BlackRock, and the proposed fee rates to be charged to the Adviser for those services. The Board members noted that they had reviewed the comparative fee information provided by BlackRock at the December 18, 2015 board meetings with respect to comparable mutual fund or other client accounts managed by BlackRock.

The Board, including the Independent Directors, concluded that, based on this information, the proposedsub-advisory fees were reasonable in relation to the services expected to be provided to the Total Return Fund.

Fall-Out Benefits.

The Board considered that there may be financial benefits that BlackRock may derive from its relationship with the Adviser and the Total Return Fund, including soft dollar commission benefits generated through the Total Return Fund portfolio transactions. The Board noted, however, that the Total Return Fund should benefit from the resources expected to be made available through BlackRock, and that the Total Return Fund represents only a small portion of the assets managed by BlackRock.

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The Board did not view this consideration as having a material effect on its overall view of the reasonableness of the proposed fees under the New Total Return Sub-Advisory Agreement.

Conclusion.

No single factor was determinative to the Board’s decision. Based on the Directors’ discussion and such other matters as were deemed relevant, the Board, including the Directors who are not interested persons (as defined in the 1940 Act) of the Total Return Fund, concluded that the New Total Return Sub-Advisory Agreement is in the best interest of the Total Return Fund.

Interim Sub-Advisory Agreements

The Board has approved an interim sub-advisory agreement with BlackRock on substantially similar terms as the Existing Sub-Advisory Agreement in the event that the Transaction closes and shareholders of the Total Return Fund have not yet approved New Total Return Sub-Advisory Agreement. This interim agreement differs from the Existing Sub-Advisory Agreement with the Total Return Fund only to the extent required under Rule 15a-4 under the 1940 Act, as described with respect to the Interim Advisory Agreement discussed under “Interim Advisory Agreement” in Proposal 1.

If the New Total Return Sub-Advisory Agreement is not approved within 150 days of the date on which the Transaction closes, the Board, in consultation with the Adviser and Sub-Adviser, will consider what further action to take consistent with its fiduciary duties to the Total Return Fund. The Board will take such action as it deems to be in the best interests of the Total Return Fund and its shareholders, including liquidation of the Total Return Fund and distribution of the Total Return Fund assets in kind, in cash or a combination of both, if other options are determined not to be prudent or practicable. In the event the Transaction is not consummated, BlackRock will continue to serve as sub-adviser to the Total Return Fund pursuant to the terms of the Existing Sub-Advisory Agreement.

Interests of Directors or Officers in Proposal 6

None of the current Directors or officers of the Total Return Fund have a material direct or indirect interest in BlackRock or a person controlling, controlled by or under common control with BlackRock.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS OF

THE TOTAL RETURN FUND VOTE “FOR” THE APPROVAL OF PROPOSAL 6.

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GENERAL INFORMATION

Other Matters to Come Before the Meeting

The Board does not know of any matters to be presented at the Meeting other than those described in this Proxy Statement. If other business should properly come before the Meeting, the proxy holders will vote thereon in accordance with their best judgment.

Other Information

GE Investments Funds, Inc. (the “Company”)The Company was incorporated under the laws of the Commonwealth of Virginia on May 14, 1984, and is registered under the Investment Company1940 Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The principal executive offices of the Company are located at 1600 Summer Street, Stamford, CT 06905.

The Company has adopted a Multiple Class Plan (the “Multiple Class Plan”) under Rule 18f-3 of the 1940 Act, pursuant to which the Company may offer Class 1 shares of the following Funds: the U.S. Equity Fund, S&P 500 Index Fund, Premier Growth Equity Fund, Income Fund, Core Value Equity Fund, Small-Cap Equity Fund and Real Estate Securities Fund. The Company may also offer the following classes of shares of the Total Return Fund: Class 1 and Class 3. Class 1 shares are offered without the imposition of any front-end sales charges or deferred sales charge and do not (with the exception of the Total Return Fund) bear any asset-based class expenses for sales services and investor services.

GEAM,SSGA FM, Investment Adviser and Administrator

GEAM

GEAM currently serves asEffective July 1, 2016, SSGA FM became the Company’s investment adviser and administrator. GEAMSSGA FM is a wholly-owned subsidiary of SSC and is registered as an investment adviserwith the SEC under the Investment Advisers Act of 1940, as amended,amended. SSGA FM and certain other affiliates of SSC make up State Street Global Advisors (“SSGA”). SSGA is located at 1600 Summer Street, Stamford, Connecticut 06905. GEAM, which was formed under the lawsone of the State of Delaware in 1988, is a wholly owned subsidiary of GE. GE is a diversified company with productsworld’s largest institutional money managers and services ranging from aircraft engines, power generation, water processing, and security technology to medical imaging and advanced materials. GE serves customers in more than 100 countries and employs more than 300,000 people worldwide. GEAM currently provides advisory services with respect to a number of other mutual funds and private institutional accounts. The professionals responsible for the investment operationsmanagement arm of GEAM provide investment advisory services with respect to GE’s pension and benefit plans and a number of funds offered exclusively to GE employees, retirees, and certain related persons. These funds include the Elfun Family of Funds (the first of which, Elfun Trusts, was established in 1935) and the funds offered as part of GE’s 401(k) program (also known as the GE Retirement Savings Plan), which are referred to as the GE RSP U.S. Equity Fund and the GE RSP Income Fund. The investment professionals at GEAM and its predecessors have managed GE’s pension assets since 1928.SSC. As of December 31, 2015, GEAM hadSSGA FM managed approximately $110$384.95 billion ofin assets under management, of whichand SSGA managed approximately $22 billion was invested$2.24¹ trillion in mutual funds. Upon the consummation of the Transaction, substantially all of GEAM’s investment advisoryassets. SSGA FM’s principal business including the advisory services it provides to the clients referenced above, will be transferred to SSC and its affiliates. Additional information about the principal executive officers and directors of GEAMaddress is provided inExhibit O.State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111-2900.

Principal Underwriter

The current principal underwriter of the Funds’ shares is GE Investment Distributors, Inc. (“GEID”), 1600 Summer Street, Stamford, Connecticut 06905. GEID is a wholly owned subsidiary of GEAM. GEID does not execute or receive commissions for any portfolio transactions by the Funds. Therefore, the Funds have paid no brokerage commissions on portfolio transactions to GEID or any other affiliated broker-dealer during its most recently ended fiscal period.

Upon the closing of the Transaction,Effective July 1, 2016, State Street Global Markets LLC (“SSGM”SSGM”), an affiliate of SSGA FM, became the Adviser, will act as principal underwriter to the Funds. SSGM is a broker-dealer registered under the Securities Exchange Act of 1934, (the “Exchange Act”)as amended, and a member of the Financial Industry Regulatory Authority. The

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Distributor will distributeSSGM distributes Fund shares on an agency basis. Under the terms of the shareholder servicing and distribution plan and the related agreement, following the transaction, SSGM will be receivingreceives compensation for shareholder servicing and distribution with respect to Service Class 3 shares of the Funds on substantially the same terms as GEID currently does.Total Return Fund. SSGM is a wholly-owned subsidiary of SSC. SSGM’s mailing address is State Street Corporation.Financial Center, One Lincoln Street, Boston, MA 02111-2900.

Shareholder Proposals

As a general matter, the Company does not hold annual or regular meetings of shareholders. Ordinarily, there will be no shareholder meeting unless required by the 1940 Act. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent meeting of shareholders should send their written proposals to

11

the Secretary of the Company, 1600 Summer Street, P.O. Box 7900, Stamford, Connecticut 06904-7900. They must be received by the Company within a reasonable time before the Funds begin to print and send proxy materials.

Affiliated Brokerage

For the fiscal year ended December 31, 2015, the Company did not pay brokerage commissions to any affiliatedbroker-dealer.

PROMPT EXECUTION AND RETURN OF THE ENCLOSED

VOTING INSTRUCTION FORMCARD, OR VOTING BY INTERNET OR TELEPHONE IS REQUESTED.

A PRE-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

/s/ Joon Won Choe

Joon Won Choe, Secretary

September 23, 2016

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EXHIBIT A

Shares Outstanding as of the Record Date

As of the Record Date, there were issued and outstanding shares of beneficial interestcapital stock of each Fund as set forth below:

A-1

EXHIBIT B

Beneficial Ownership of Fund Shares in Excess of 5%

To the Funds’ knowledge, the following persons are the only persons known to be the beneficialthere were no variable contract owners of more thanwho beneficially owned a five percent ofor greater voting interest in any class of any Fund as of the Record Date.

B-1

VOTING INSTRUCTION CARD

FundYOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.PLEASE CAST YOUR VOTETODAY!		Name and Address		Amount of Beneficial Ownership		Percentage (%)
U.S. Equity Fund		[●]		[●]		[●]
S&P 500 Index Fund		[●]		[●]		[●]
Premier Growth Equity Fund		[●]		[●]		[●]
Core Value Equity Fund		[●]		[●]		[●]
Small-Cap Equity Fund		[●]		[●]		[●]
Income Fund		[●]		[●]		[●]
Total Return Fund		[●]		[●]		[●]
Real Estate Securities Fund		[●]		[●]		[●]

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EXHIBIT C

INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT

BETWEEN

SSGA FUNDS MANAGEMENT, INC.

AND

GE INVESTMENTS FUNDS, INC.

This Investment Advisory and Administration Agreement“INSURANCE COMPANY NAME PRINTS HERE”

“FUND NAME PRINTS HERE”

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 2, 2016

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, an owner of or participant in an annuity or life insurance contract (the “Agreement”“Contract”) is made as of this [●] day of [●], 2016, between GE INVESTMENTS FUNDS, INC. (the “Company”) on behalf of the various classes of its capital stock listed on Appendix A, as it may be amended from time to timeissued by the parties (each, a “Fund” and collectively,above-referenced insurance company (the “Insurance Company”), hereby instructs the “Funds”), and SSGA Funds Management, Inc., a Massachusetts corporation (“SSGA FM”).

WHEREAS, theInsurance Company is corporation incorporated under the laws of the Commonwealth of Virginia on May 14, 1984 and registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as an open-end management investment company;

WHEREAS, SSGA FM isto vote its shares in the business of providing investment advisory and administrative services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amendedabove-referenced Fund (the “Advisers Act”“Fund”); and

WHEREAS, the Company desires to retain SSGA FM to render investment advisory and administrative services, which are attributable to the Company with respect to each of the Funds, and SSGA FM is willing to render such services;

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Company and SSGA FM agree as follows:

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Unless otherwise set forthundersigned’s participation in the Registration Statement or directed byContract at the Trust, SSGA FM will, in selecting brokers or dealers to effect transactions on behalfSpecial Meeting of the Funds, seek the best overall terms available. In so doing, SSGA FM may consider the breadth of the market for the investment, the price of the security, the size and difficulty of the order, the willingness of the broker or dealer to position, the reliability, financial condition and execution and operational capabilities of the broker or dealer, and the reasonableness of the commission or size of the dealer’s “spread,” if any, for the specific transaction and on a continuing basis. SSGA FM may also consider brokerage and research services provided to the Funds and/or other accounts over which SSGA FM or its affiliates exercise investment discretion. The Company recognizes the desirability of SSGA FM’s having access to supplemental investment and market research and security and economic analyses provided by brokers and that those brokers may execute brokerage transactions at a higher cost to a Fund than would be the case if the transactions were executed on the basis of the most favorable price and efficient execution. To the extent permitted by applicable law and regulations, SSGA FM shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to SSGA FM an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission that another broker or dealer would have charged for effecting that transaction, if SSGA FM determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or SSGA FM’s overall responsibilities with respect to the Fund and to other clients of SSGA FM as to which SSGA FM exercises investment discretion. The Company hereby agrees that any entity or person associated with SSGA FM which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of any Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended.

In any case in which there are two or more sub-advisers responsible for providing investment advice to a Fund, SSGA FM may enter into a transaction on behalfShareholders of the Fund with a sub-adviserto be held on November 2, 2016, at 1600 Summer Street, Stamford, Connecticut 06905, at 10:00 a.m., Eastern Time, or at any adjoumment(s) or postponement(s) thereof. The undersigned hereby acknowledges receipt of the Fund (or an affiliated personaccompanying Notice of such sub-adviser) in reliance on Rule 10f-3, Rule 17a-10, or Rule 12d3-1 underSpecial Meeting and the 1940 Act, only if (i) SSGA FM is responsible for providing investment advice with respect to a portion of the portfolio of the Fund, the assets of which portion are involved in the contemplated transaction, and (ii) the sub-adviser is responsible for providing investment advice with respect to a separate portion of the portfolio of the Fund.Proxy Statement.

WE NEED YOUR PROXY VOTE AS SOON AS POSSIBLE. YOUR PROMPT ATTENTION TO THIS MATTER WILL HELP AVOID THE EXPENSE OF FURTHER SOLICITATION.

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In consideration of services rendered and the expenses paid by SSGA FM pursuantProxy Materials for thisSpecialMeeting of Shareholders to Be Held on November 2,2016. The proxy statement for this Agreement, the Company will pay SSGA FM on the first business day of each month a fee calculated as a percentage of the average daily net assets of each Fund during the previous month at the annual rate set forth on Appendix A. For the purpose of determining fees payable to SSGA FM under this Agreement, the value of each Fund’s net assets will be computed in the manner described in the Registration Statement.

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No person other than the Company and SSGA FM is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement; there are nothird-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any person other than the Fund in question (including without limitation any shareholder in any Fund) any direct, indirect, derivative, or other rights against SSGA FM, or (ii) create or give rise to any duty or obligation on the part of SSGA FM (including without limitation any fiduciary duty) to any person other than the Fund in question, all of which rights, benefits, duties, and obligations are hereby expressly excluded.

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This Agreement shall be construed in accordance with the laws of The Commonwealth of Massachusetts and any applicable federal law.

Exclusive jurisdiction over any action, suit, or proceeding under, arising out of, or relating to this Agreement shall lie in the federal and state courts within the Commonwealth of Massachusetts, and each party hereby waives any objection it may have at any time to the laying of venue of any such proceedings brought in any such courts, waives any claim that such proceedings have been brought in an inconvenient forum, and further waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over that party.

IN WITNESS WHEREOF, the due execution hereof as of the date first above written.

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Appendix A

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EXHIBIT DTHIS VOTING INSTRUCTION CARD MUST BESIGNED AND DATED ABOVE FOR YOUR INSTRUCTIONS TO BE COUNTED. IF THIS CARD IS PROPERLY EXECUTED, IT WILL BE VOTED IN THE MANNER INDICATED, OR IF NO INSTRUCTION HAS BEEN INDICATED, IT WILL BE VOTED “FOR” EACH PROPOSAL. PLEASE COMPLETE AND RETURN THIS CARD PROMPTLY. VOTING INSTRUCTION CARDS MUST BE RECEIVED BY NOVEMBER 1, 2016 TO BE COUNTED.

Additional Information About SSGA FMTO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ●

SSGA FM has its principal office located at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.

Set forth below areThe Meeting will be held for the names and titles of the directors and principal executive officers of SSGA FM. Unless otherwise indicated, the address of each individual is the same as the principal office of SSGA FM.following purposes:

SSGA FM currently acts, or as a result of the Transaction and subject to shareholder consents will act, as investment adviser to the following registered investment companies, which have similar investment objectives and strategies to the Funds:

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SSGA FM retains the right to use “soft” or commission dollars for the purchase of third party research and brokerage services consistent with the parameters of section 28(e) of the Securities Exchange Act of 1934, as amended but at present time does not maintain such a program. SSGA FM will obtain research and brokerage services as needed for servicing managed accounts directly from broker-dealers and vendors (and directly from broker-dealers as a result of equity commissions as described below). Research and brokerage services obtained by the Adviser may be used in furnishing investment or other advice to all or some subset of the Adviser’s (and/or its affiliates) clients. The Adviser may share some or all of the brokerage and research services received by each of them with affiliates.

In addition, SSGA FM employs a standard negotiated equity commission schedule. All equity commission rates are the same regardless of account, market or broker, including a prime broker. SSGA FM does not pay any broker-dealer a greater commission than any other broker-dealer for a similar execution as compensation for the value of any proprietary research that broker-dealer may provide to SSGA FM. However, these negotiated equity commission rates are not “execution-only” rates and may include an amount of compensation for brokerage and research services provided by the broker-dealers, which is often unsolicited. Proprietary research received by the Adviser and its affiliate(s) in this way typically includes research reports and analysis, stock and sector specific research, market color and/or certain trade analytics, and market data. The value attributed to any research is determined, in part, by a “broker vote” process.

None of the current Trustees or officers of the S&P 500 Index Fund currently holds an office with, or is employed by, SSGA FM, or has purchased or sold securities or ownership interests of SSGA FM, its parent, or subsidiaries (if any) during the S&P 500 Index Fund’s most recently completed fiscal year

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EXHIBIT E

Sub-Advisory Agreements for the Fund Between the Adviser and

Each Small-Cap Equity Fund Sub-Adviser

GE INVESTMENTS FUNDS, INC.

SMALL-CAP EQUITY FUND

FORM OF

SUB-ADVISORY AGREEMENT

This agreement (“Agreement”) is made as of [                    ], by and among SSGA FUNDS MANAGEMENT, INC. (“SSGA FM”), a Massachusetts 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 12(b) of this Agreement, and [                    ], (“Sub-Adviser”).

RECITALS

WHEREAS, SSGA FM has entered into an Investment Advisory and Administration Agreement dated [                    ] (“Advisory Agreement”) with the Company, an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”), with respect to the Fund, a series of the Company;

WHEREAS, pursuant to the Advisory Agreement, SSGA FM is authorized to delegate its investment advisory responsibilities to other investment advisers, subject to the requirements of the 1940 Act;

WHEREAS, SSGA FM wishes to retain the Sub-Adviser to furnish certain investment advisory services to SSGA FM and the Fund, and the Sub-Adviser is willing to furnish those services;

WHEREAS, subject to the approval of the Fund’s Board of Directors, SSGA FM may retain additional sub-advisers to furnish similar investment advisory services to SSGA FM and the Fund, and may at its sole discretion, allocate the Fund’s assets among the Fund’s sub-advisers to be managed in accordance with their respective sub-advisory agreements;

WHEREAS, SSGA FM intends that this Agreement will become effective when approved in accordance with Section 15 of the 1940 Act; and

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties agree as follows:

SSGA FM hereby appoints the Sub-Adviser as an investment sub-adviser to the Fund for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided. The Sub-Adviser further acknowledges and agrees that such appointment as an investment sub-adviser to the Fund is limited to those Fund assets allocated to the Sub-Adviser by SSGA FM, which may be changed from time to time at the sole discretion of SSGA FM (“Allocated Assets”). The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized, have no authority to act for or represent the Company, the Fund or SSGA FM in any way or otherwise be deemed an agent of the Company, the Fund or SSGA FM.

(a) Subject to the oversight and supervision of SSGA FM and the Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets.

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The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Amended and Restated Articles of Incorporation and By-Laws, if any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (ii) the Constituent Documents, (iii) all investment guidelines, policies, procedures or directives of the Company or SSGA FM as provided to the Sub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (vi) other applicable federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (i), (ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (A) satisfy the asset diversification requirements set forth under Section 851(b)(3) sub-chapter M of the Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations thereunder (“Regulations”), (B) satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and Regulations, as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued.

(c) The Sub-Adviser shall take all actions which it considers necessary to implement the investment objectives and policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund’s Allocated Assets with brokers or dealers selected by it. For that limited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement.

In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (i) the execution capabilities of such brokers and dealers, (ii) research, brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (iii) the size of the transaction, (iv) the difficulty of execution, (v) the operational facilities of such brokers and dealers, (vi) the risk to such a broker or dealer of positioning a block of securities, and (vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it

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by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.

(d) Only with prior written consent from SSGA FM and subject to: (i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (ii) the provisions of the 1940 Act and the Advisers Act, (iii) the provisions of th1934 Act, and (iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.

(e) The Sub-Adviser shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub- Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.

(f) At such times as shall reasonably be requested, the Sub-Adviser will provide to the Board and SSGA FM economic and investment analyses and reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.

(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities.

Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.

(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall review and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with respect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.

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(i) The Sub-Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or promptly after such change. Notwithstanding the foregoing, the Sub-Adviser will promptly notify SSGA FM of any existing agreement, or upon entering into any agreement, that may result in a change of control of the Sub-Adviser, including without limitation the retention of an agent to assist in the sale of all, or a significant portion, of the business of the Sub-Adviser.

(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed at least annually by an independent accounting firm.

(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of shareholders as may be necessary or advisable in connection with any matters submitted to a vote of shareholders and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.

During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its investment sub-advisory services under this Agreement.

The Sub-Adviser may enter into arrangements with other persons affiliated with the Sub-Adviser to better enable it to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Sub-Adviser, other than the brokerage services provided in Section 2(d) herein.

In providing the services described in this Agreement, the Sub-Adviser will not consult with any other investment advisory firm that provides investment advisory services to any investment company sponsored by SSGA FM, including the Fund, regarding transactions in portfolio securities or other portfolio investments of the Fund.

For the services rendered, the facilities furnished and the expenses assumed by the Sub-Adviser, SSGA FM shall pay the Sub-Adviser no later than the thirtieth (30th) day following the end of each calendar quarter, a fee based on the net assets attributable to the aggregate Allocated Assets of the small-cap equity funds managed by SSGA FM and sub-advised by the Sub-Adviser, as provided in Schedule A to the Agreement.

(a) The Sub-Adviser understands and agrees that it is a “service provider” to the Company as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with SSGA FM and the Company and its directors and officers, including the Company’s Chief Compliance Officer (“CCO”), with respect to all compliance-related matters, including the Company’s efforts to assure that each of its service providers adopts and maintains written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Company, SSGA FM and Sub-Adviser. In this regard, the Sub-Adviser shall:

(i) submit to the Board for its consideration and approval, the Sub-Adviser’s applicable compliance policies and procedures;

(ii) submit to the Board for its consideration and approval, annually (and at such other times as the Company may request), a written report (“Report”) fully describing the results of the Sub-Adviser’s review of the adequacy of its compliance policies and procedures, including its assessment of the effectiveness of such policies and procedures and a description of any material amendments to such policies and procedures since the more recent of: (A) the Board’s approval of such policies and procedures or (B) the most recent Report;

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(iii) provide periodic reports discussing the Sub-Adviser’s compliance program and special reports in the event of material compliance matters;

(iv) permit SSGA FM and the Company and its directors and officers to become familiar with the Sub-Adviser’s operations and understand those aspects of the Sub-Adviser’s operations that may expose SSGA FM and the Company to compliance risks or lead to a violation by the Company, SSGA FM or the Sub-Adviser of the federal securities laws;

(v) provide SSGA FM, the Company and its directors and CCO with such certifications regarding compliance as may be reasonably requested; and

(vi) make the Sub-Adviser’s personnel and compliance policies and procedures reasonably available to such personnel as SSGA FM and the Company and its directors and officers may designate to evaluate the effectiveness of the Sub-Adviser’s compliance controls, policies and procedures.

(b) The Sub-Adviser agrees to maintain and implement a compliance program that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

The Sub-Adviser represents, warrants and agrees as follows:

(a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify SSGA FM of the occurrence of any event that would disqualify it from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (vi) has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is not required to file such exemption; and (vii) is duly organized and validly existing under the laws of the state in which it was organized with the power to own and possess its assets and carry on its business as it is now being conducted.

(b) The Sub-Adviser has adopted a written code of ethics pursuant to Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act (the “Code”), and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser (i) has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation and (ii) has adopted procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating the Code. On an annual basis, the Sub-Adviser shall provide a written report to the Board and SSGA FM pursuant to Rule 17j-1(c)(2) under the 1940 Act, and upon a reasonable written request from SSGA FM, furnish to SSGA FM all other records relevant to the Sub-Adviser’s code of ethics as it relates to this Agreement.

SSGA FM represents, warrants and agrees that SSGA FM (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the obligations contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable

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federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the obligations contemplated by this Agreement; (iv) has the authority to enter into and perform the obligations contemplated by this Agreement and the execution, delivery and performance by SSGA FM of this Agreement does not contravene or constitute a default under any agreement binding upon SSGA FM; (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify SSGA FM from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (vi) has filed a notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act with the Commodity Futures Trading Commission and the National Futures Association, or is not required to file such exemption; and (vii) is duly organized and validly existing under the Laws of the Commonwealth of Massachusetts with the power to own and possess its assets and carry on its business as it is now being conducted.

The parties hereto shall promptly notify each other in writing regarding any change to the foregoing representations and warranties.

The Sub-Adviser shall not be liable to the Company or SSGA FM for any loss suffered by the Fund, the Company or its shareholders or by SSGA FM in connection with the matters to which this Agreement relates, except (a) a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement, and (b) to the extent otherwise provided in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Notwithstanding the foregoing, the Sub-Adviser shall be liable for any loss suffered by the Fund, the Company or its shareholders or by SSGA FM as a result of any negligent act or omission by Sub-Adviser relating to or arising out of any breach by the Sub-Adviser of the second paragraph of Section 2(g) of this Agreement.

(a) SSGA FM agrees to indemnify and hold the Sub-Adviser, its officers and directors, and any person who controls the Sub-Adviser within the meaning of Section 15 of the Securities Act of 1933, as amended”(1933 Act”) harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys’ fees) arising out of any claim, demand, action, suit or proceeding arising out of:

(i) SSGA FM’s breach of its duties under this Agreement; or

(ii) any bad faith, willful misfeasance, reckless disregard or gross negligence on the part of SSGA FM or any of its directors, officers or employees in the performance of SSGA FM’s duties and obligations under this Agreement, except to the extent such loss results from the Sub-Adviser’s own willful misfeasance, bad faith, reckless disregard or gross negligence in the performance of Sub-Adviser’s duties and obligations under this Agreement.

(b) The Company agrees to indemnify and hold the Sub-Adviser, its officers and directors, and any person who controls the Sub-Adviser within the meaning of Section 15 of the 1933 Act harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys’ fees) arising out of any claim, demand, action, suit or proceeding arising out of any misrepresentation of a material fact or the omission of a fact necessary to make information not misleading in the Registration Statement, any proxy statement, or any annual or semi-annual report to investors in the Fund (other than a misstatement or omission relating to disclosure about the Sub-Adviser approved by the Sub-Adviser or provided to SSGA FM or the Company by the Sub-Adviser or relating to an incorrect valuation of a Fund portfolio security that resulted from any breach by the Sub-Adviser of the second paragraph of Section 2(g) of this Agreement).

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(c) The Sub-Adviser agrees to indemnify and hold SSGA FM, its officers and directors, and any person who controls SSGA FM within the meaning of Section 15 of the 1933 Act, and the Company, its officers and directors, and any person who controls the Company or any Fund within the meaning of Section 15 of the 1933 Act, harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys’ fees) arising out of any claim, demand, action, suit or proceeding arising out of:

(i) any misrepresentation of a material fact or the omission of a fact necessary to make information not misleading in the Registration Statement, any proxy statement, or any annual or semi-annual report to investors in the Fund relating to disclosure about the Sub-Adviser approved by the Sub-Adviser or provided to SSGA FM or the Company by the Sub-Adviser or relating to an incorrect valuation of a Fund portfolio security that resulted from any breach by the Sub-Adviser of the second paragraph of Section 2(g) of this Agreement;

(ii) Sub-Adviser’s breach of its duties under this Agreement; or

(iii) any bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Sub-Adviser or any of its directors, officers or employees in the performance of the Sub-Adviser’s duties and obligations under this Agreement, except to the extent such loss results from the Company’s or SSGA FM’s own willful misfeasance, bad faith, reckless disregard or gross negligence in the performance of their respective duties and obligations under the Advisory Agreement or this Agreement.

All representations and warranties made by the Sub-Adviser and SSGA FM pursuant to Sections 8 and 9, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true.

(a) This Agreement shall become effective upon the date first above written and will continue for an initial two-year term and will continue thereafter so long as the continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the Fund’s outstanding voting securities, as defined in the 1940 Act, provided that in either event the continuance is also approved by a majority of the Board who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on the approval.

(b) This Agreement may be terminated at any time without the payment of any penalty, by the Board, or by vote of a majority of the Fund’s outstanding voting securities, on 60 days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by SSGA FM: (i) upon 60 day’s written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations and warranties set forth in Section 8 of this Agreement; or (iii) if the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub-Adviser or other circumstances that could adversely affect the Fund. The Sub-Adviser may terminate this Agreement at any time, without the payment of a penalty, on 60 days’ written notice to SSGA FM. This Agreement will terminate automatically in the event of its assignment (as defined under the 1940 Act, the rules thereunder or SEC staff interpretations thereof), including without limitation, a change of control of the Sub-Adviser, or upon termination of the Advisory Agreement.

In the event that this Agreement is automatically terminated as a result of a change in control of the Sub-Adviser and SSGA FM and the Board approve to retain the Sub-Adviser as a sub-adviser to the Fund, the Sub-Adviser will be liable to the Company and SSGA FM for all direct and indirect costs resulting from a change of control of the Sub-Adviser, including without limitation all costs associated with proxy solicitations, Board meetings, and revisions to prospectuses, statements of additional information and marketing materials, in connection with the re-hiring of the Sub-Adviser as sub-adviser to the Fund. The understandings and obligations set forth in this Section 15 shall survive the termination of this Agreement and shall b binding upon the Sub-Adviser’s successor(s) and/or assign(s).

During the term of this Agreement, and at all times thereafter, the Sub-Adviser shall not itself, or assist anyone else to, directly or indirectly, disclose to any person or entity Confidential Information of SSGA FM, the Company or the Fund, now known or subsequently learned by the Sub-Adviser. “Confidential Information” shall mean any

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information, whether written or oral, and materials furnished to or obtained by the Sub-Adviser, including but not limited to that which relates to SSGA FM, the Company, the Fund, and their affiliates, clients, customers, vendors, or other third party’s research, development, trade secrets, techniques, processes, procedures, plans, policies, business affairs, marketing activities, discoveries, hardware, software, screens, specifications, designs, drawings, data and other information and materials, regardless of its form, other than information in the public domain.

No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment to the terms of this Agreement shall be effective until approved by a vote of a majority of the Fund’s outstanding voting securities (unless the Company receives an SEC exemptive order or opinion of counsel, or the issue is the subject of a position of the SEC or its staff, permitting it to modify the Agreement without such vote).

This Agreement shall be construed in accordance with the 1940 Act and the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. To the extent that the applicable laws of the State of New York conflict with the applicable provisions of the 1940 Act, the latter shall control.

The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto. As used in this Agreement, the terms “majority of the outstanding voting securities,” “affiliated person,” “interested person,” “assignment,” “broker,” “control,” “investment adviser,” “net assets,” “sale,” “sell” and “security” shall have the same meaning as such terms have in the 1940 Act, subject to such exemption as may be granted by the SEC by any rule, regulation or order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. This Agreement may be signed in counterpart.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized signatories as of the date and year first above written.

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SCHEDULE A

Fees Paid to the Sub-Adviser

The Sub-Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth below:

REDACTED

The foregoing breakpoints and the annual rate to be paid by SSGA FM to the Sub-Adviser shall be based on the net assets attributable to the aggregate Allocated Assets of all the small-cap equity strategy managed by SSGA FM and sub-advised by the Sub-Adviser.

For the purpose of accruing compensation, the net assets of the Fund shall be determined in the manner and on the dates set forth in the current prospectus of the Company, and, on dates on which the net assets are not so determined, the net asset value computation to be used shall be as determined on the next day on which the net assets shall have been determined.

In the event of termination of this Agreement, all compensation due through the date of termination will be calculated on a pro-rated basis through the date of termination and paid within thirty (30) days of the date of termination.

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EXHIBIT F

Sub-Advisory Agreement for the Fund Between the Adviser and CenterSquare

FORM OF

GE INVESTMENTS FUNDS, INC.

REAL ESTATE SECURITIES FUND

SUB-ADVISORY AGREEMENT

This Sub-Advisory Agreement (this “Agreement”) is made as of [                    ], by and among SSGA FUNDS MANAGEMENT, INC. (“SSGA FM”), a Massachusetts corporation, GE INVESTMENTS FUNDS, INC. (the “Company”), a Virginia corporation, on behalf of the REAL ESTATE SECURITIES FUND (the “Fund”), a series of the Company, solely with respect to Section 10 of this Agreement, and CENTERSQUARE INVESTMENT MANAGEMENT, INC., a Pennsylvania corporation (the “Sub-Adviser”).

RECITALS

WHEREAS, SSGA FM has entered into an Investment Advisory and Administration Agreement dated [                    ] (the “Advisory Agreement”) with the Company, an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), with respect to the Fund;

WHEREAS, pursuant to the Advisory Agreement, SSGA FM may delegate portfolio management responsibilities to other investment sub-advisers, subject to the requirements of the 1940 Act; and

WHEREAS, SSGA FM wishes to retain the Sub-Adviser to furnish certain investment advisory services to SSGA FM and the Fund, and the Sub-Adviser is willing to furnish those services.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties agree as follows:

1. Appointment. SSGA FM hereby appoints the Sub-Adviser as an investment sub-adviser with respect to the Fund’s assets for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided. Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent SSGA FM, the Company or the Fund or otherwise be deemed an agent of SSGA FM, the Company or the Fund.

2. Duties as Sub-Adviser.

(a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund’s assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Fund. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”). In connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and compliance with the Registration Statement, applicable law and regulations, and all requirements hereunder. The Sub-Adviser acknowledges that copies of the current Registration Statement, and the Constituent Documents, each as currently in effect, have been delivered to the Sub-Adviser.

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(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2) the Constituent Documents, (3) such policies, procedures or directives as the Board may from time to time establish or issue, and (4) applicable law and regulations. SSGA FM shall promptly notify the Sub-Adviser of changes to (1), (2), and (3) above.

In particular, the Sub-Adviser shall be responsible to ensure that the Fund: (1) continuously qualifies as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), (2) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.

(c) The Sub-Adviser shall take all actions that it considers necessary to implement the investment objective and principal strategies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To that end, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement.

In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers and dealers, (2) research, custody and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account.

(d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3) the provisions of the 1934 Act, and (4) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the

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Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.

(e) The Sub-Adviser agrees to maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request.

(f) At such times as shall reasonably be requested by the Board or SSGA FM, the Sub-Adviser will provide the Board and SSGA FM with economic and investment analyses and reports as well as quarterly reports setting forth the Fund’s performance and make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.

(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities.

(h) Sub-Adviser shall not consult with other sub-advisers of the Fund, or with sub-advisers of other funds of the Company, concerning transactions in portfolio securities or other portfolio investments of the Fund.

3. Further Duties. In all matters relating to the performance of this Agreement, the Sub-Adviser will act in conformity with the Constituent Documents and Registration Statement and with the written instructions and directions of the Board and SSGA FM and will comply with the applicable requirements of the 1940 Act, the Advisers Act, the rules under each, Subchapter M and Section 817(h) of the Code and regulations issued thereunder. In addition, the Sub-Adviser will act in conformity with all other applicable federal and state laws and regulations. SSGA FM agrees to provide to the Sub-Adviser copies of the Constituent Documents, Registration Statement and any amendments or supplements to any of these materials as soon as reasonably practicable after such materials become available.

4. Expenses. During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its investment sub-advisory services under this Agreement.

5. Compensation.

For the services rendered, the facilities furnished and the expenses assumed by the Sub-Adviser, SSGA FM shall pay the Sub-Adviser, no later than the ninetieth (90th) business day following the end of each calendar quarter, a fee based on the average daily net assets of the Fund for such quarter at the following annual rates (the “Fee Rate Schedule”):

0.425% of the first $100,000,000

0.375% of the next $100,000,000

0.350% of amounts in excess of $200,000,000.

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Notwithstanding the foregoing, for any month during which the average daily net asset value of the Fund is less than $100,000,000, the fee shall be at an annual rate of 0.50% of the average daily net assets of the Fund for such month; provided further that if in subsequent months the average daily net asset value of the Fund increases to equal to or more than $100,000,000, the Sub-Adviser’s fee shall be as set forth in the Fee Rate Schedule.

The Sub-Adviser’s fee shall be paid by SSGA FM. The Sub-Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Fund shall be determined in the manner and on the dates set forth in the current prospectus of the Company, and, on dates on which the net assets are not so determined, the net asset value computation to be used shall be as determined on the next day on which the net assets shall have been determined. In the event of termination of this Agreement, all compensation due through the date of termination will be calculated on a pro-rated basis through the date of termination and paid within sixty (60) business days of the date of termination. During any period when the determination of net asset value is suspended, the net asset value of the Fund as of the last business day prior to such suspension shall for this purpose be deemed to be the net asset value at the close of each succeeding business day until it is again determined.

6. Compliance Matters.

(a) The Sub-Adviser understands and agrees that it is a “service provider” to the Company as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with SSGA FM and the Company and its directors and officers, including the Company’s Chief Compliance Officer (“CCO”), with respect to all compliance-related matters, including the Company’s efforts to assure that each of its service providers adopts and maintains written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Company, SSGA FM and Sub-Adviser. In this regard, the Sub-Adviser shall:

(1) submit to the Board for its consideration and approval, the Sub-Adviser’s applicable compliance policies and procedures;

(2) submit to the Board for its consideration and approval, annually (and at such other times as the Company may request), a written report (“Report”) fully describing the results of the Sub-Adviser’s review of the adequacy of its compliance policies and procedures, including its assessment of the effectiveness of such policies and procedures and a description of any material amendments to such policies and procedures since the more recent of: (A) the Board’s approval of such policies and procedures or (B) the most recent Report;

(3) provide periodic reports discussing the Sub-Adviser’s compliance program and special reports in the event of material compliance matters;

(4) permit SSGA FM and the Company and its directors and officers to become familiar with the Sub-Adviser’s operations and understand those aspects of the Sub-Adviser’s operations that may expose SSGA FM and the Company to compliance risks or lead to a violation by the Company, SSGA FM or the Sub-Adviser of the federal securities laws;

(5) provide SSGA FM, the Company and its directors and CCO with such certifications regarding compliance as may be reasonably requested; and

(6) make the Sub-Adviser’s personnel and compliance policies and procedures reasonably available to such personnel as SSGA FM and the Company and its directors and officers may designate to evaluate the effectiveness of the Sub-Adviser’s compliance controls, policies and procedures.

(b) The Sub-Adviser agrees to maintain and implement a compliance program that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

7. Limitation of Liability. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund, the Company or its shareholders or by SSGA FM in connection with the matters to which this Agreement relates, except (a) a loss resulting from willful misfeasance, bad faith or

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gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement, and (b) to the extent otherwise provided in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Notwithstanding the foregoing, the Sub-Adviser shall be liable for any loss suffered by the Fund, the Company or its shareholders or by SSGA FM as a result of any negligent act or omission by Sub-Adviser relating to or arising out of any breach by the Sub-Adviser of the second paragraph of Section 2(b) of this Agreement.

8. Representations and Warranties of Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:

(a) The Sub-Adviser: (1) is registered as an adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (2) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (3) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (4) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (5) will promptly notify SSGA FM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (6) is duly organized and validly existing under the laws of the Commonwealth of Pennsylvania with the power to own and possess its assets and carry on its business as it is now being conducted.

(b) The Sub-Adviser has adopted a written code of ethics pursuant to Rule 204A-1 under the Advisers Act that also complies with Rule 17j-1 under the 1940 Act, and will provide SSGA FM and the Board with a copy of that code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president, any vice president or chief compliance officer of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser has complied with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act during the previous year and that there has been no violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, the details of such violation and of the appropriate action that was taken in response to such violation. Upon the written request from SSGA FM, the Sub-Adviser shall permit SSGA FM, its employees or its agents to examine the reports made to the Sub-Adviser pursuant to Rule 204A-1(b) under the Advisers Act and Rule 17j-1(c)(2) under the 1940 Act and all other records relevant to the Sub-Adviser’s code of ethics. SSGA FM shall be solely responsible for ensuring the confidentiality of such reports and shall be solely liable for any unauthorized abuse or misuse of information in such reports by its employees or agents.

9. Representations and Warranties of SSGA FM. SSGA FM represents, warrants and agrees that SSGA FM (a) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (b) is not prohibited by the 1940 Act or the Advisers Act from performing the obligations contemplated by the Advisory Agreement; (c) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the obligations contemplated by the Advisory Agreement; (d) has the authority to enter into and perform the obligations contemplated by the Advisory Agreement and the execution, delivery and performance by SSGA FM of the Advisory Agreement does not contravene or constitute a default under any agreement binding upon SSGA FM; (e) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify SSGA FM from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (f) is duly organized and validly existing under the laws of the Commonwealth of Massachusetts with the power to own and possess its assets and carry on its business as it is now being conducted.

10. Indemnification.

(a) The Company agrees to indemnify and hold the Sub-Adviser, its officers and directors, and any person who controls the Sub-Adviser within the meaning of Section 15 of the Securities Act of 1933, as amended (“1933 Act”), harmless from any and all direct and indirect liabilities, losses or damages (including reasonable attorneys’ fees) arising out of any claim, demand, action, suit or proceeding arising out of any actual or

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alleged material misstatement or omission in the Company’s registration statement, any proxy statement, or any annual or semi-annual report to investors in the Fund (other than a misstatement or omission relating to disclosure about the Sub-Adviser approved by the Sub-Adviser or provided to SSGA FM or the Company by the Sub-Adviser or relating to an incorrect valuation of a Fund portfolio instrument that resulted from any breach by the Sub-Adviser of the second paragraph of Section 2(b) of this Agreement).

(b) The Sub-Adviser agrees to indemnify and hold the Company and SSGA FM, their respective officers and directors, and any person who controls them within the meaning of Section 15 of the 1933 Act harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys’ fees) arising out of any claim, demand, action, suit or proceeding:

(1) arising out of any actual or alleged material misstatement or omission in the Company’s registration statement, any proxy statement, or any annual or semi-annual report to investors in the Fund relating to disclosure about the Sub-Adviser provided to SSGA FM by the Sub-Adviser or relating to an incorrect valuation of a Fund portfolio instrument that resulted from any breach by the Sub-Adviser of the second paragraph of Section 2(b) of this Agreement; and

(2) arising out of the Sub-Adviser’s failure to ensure that the Fund (A) complies with the diversification requirements of Section 817(h) of the Code and the regulations issued thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (B) continuously qualifies as a regulated investment company under Sub-Chapter M of the Code.

11. Duty to Update Information. The parties hereto shall promptly notify each other in writing regarding any change to the foregoing representations and warranties. Likewise, the Sub-Adviser agrees to notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partner or 25% shareholders, as applicable, and any changes in the key personnel of the Sub-Adviser, including in particular portfolio management personnel responsible for the Fund’s assets in each case prior to or promptly after notice of such change.

12. [RESERVED]

13. Duration and Termination.

(a) This Agreement shall become effective upon the date of its execution. This Agreement will continue for an initial two-year term and will continue thereafter so long as the continuance is specifically approved at least annually (1) by the Board or (2) by a vote of a majority of the Fund’s outstanding voting securities, as defined in the 1940 Act, provided that in either event the continuance is also approved by a majority of the Board who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on the approval.

(b) This Agreement may be terminated at any time without the payment of any penalty, by the Board, or by vote of a majority of the Fund’s outstanding voting securities, on 60 days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by SSGA FM: (1) upon 60 days’ written notice to the Sub-Adviser, (2) upon material breach by the Sub-Adviser of any of the representations and warranties set forth in Paragraph 8 of this Agreement, or (3) if the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub-Adviser or other circumstances that could adversely affect the Fund. The Sub-Adviser may terminate this Agreement at any time, without the payment of a penalty, on 60 days’ written notice to SSGA FM. This Agreement will terminate automatically in the event of its assignment (as defined under the 1940 Act, the rules thereunder or SEC staff interpretations thereof) or upon termination of the Advisory Agreement.

14. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment to the terms of this Agreement shall be effective until approved by a vote of a majority of the Fund’s outstanding voting securities (unless the Company receives an order from the SEC or opinion of counsel permitting it to modify the Agreement without such vote).

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15. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof, and applicable provisions of the 1940 Act and the Advisers Act. To the extent that the applicable laws of the State of New York conflict with the applicable provisions of the 1940 Act and the Advisers Act, the latter shall control.

16. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto. As used in this Agreement, the terms “majority of the outstanding voting securities,” “affiliated person,” “interested person,” “assignment,” “control,” “investment adviser,” “net assets,” and “security” shall have the same meaning as such terms have in the 1940 Act, subject to such exemption as may be granted by the SEC by any rule, regulation or order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. This Agreement may be signed in counterparts, each of which shall be deemed to be an original, but both of which shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized signatories as of the date and year first above written.

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EXHIBIT G

Sub-Advisory Agreement for the Fund Between the Adviser and BlackRock

FORM OF

GE INVESTMENTS FUNDS, INC.

TOTAL RETURN FUND

SUB-ADVISORY AGREEMENT

This agreement (“Agreement”) is made as of            , 2016, by and among SSGA Funds Management, Inc. (“SSGA FM”), a Massachusetts 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”).

RECITALS

WHEREAS, SSGA FM has entered into an Investment Advisory and Administration Agreement (“Advisory Agreement”) with the Company, an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”), with respect to the Fund, a series of the Company;

WHEREAS, pursuant to the Advisory Agreement, SSGA FM is authorized to delegate its investment advisory responsibilities to other investment advisers, subject to the requirements of the 1940 Act;

WHEREAS, SSGA FM wishes to retain the Sub-Adviser to furnish certain investment advisory services to SSGA FM and the Fund, and the Sub-Adviser is willing to furnish those services;

WHEREAS, subject to the approval of the Fund’s Board of Directors, SSGA FM may retain additional sub-advisers to furnish similar investment advisory services to SSGA FM and the Fund, and may at its sole discretion, allocate the Fund’s assets among the Fund’s sub-advisers to be managed in accordance with their respective sub-advisory agreements; and

WHEREAS, SSGA FM intends that this Agreement will become effective when approved in accordance with Section 15 of the 1940 Act.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows:

SSGA FM hereby appoints the Sub-Adviser as an investment sub-adviser to the Fund for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided. The Sub-Adviser further acknowledges and agrees that such appointment as an investment sub¬adviser to the Fund is limited to those Fund assets allocated to the Sub-Adviser by SSGA FM, which may be changed from time to time at the sole discretion of SSGA FM (“Allocated Assets”). The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized, have no authority to act for or represent the Company, the Fund or SSGA FM in any way or otherwise be deemed an agent of the Company, the Fund or SSGA FM.

(a) Subject to the oversight and supervision of SSGA FM and the Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such

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Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. Upon the reasonable request of SSGA FM, the Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Articles of Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (ii) the Constituent Documents, (iii) all investment guidelines, policies, procedures or directives of the Company or SSGA FM as previously provided to the Sub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (vi) other applicable federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s other assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (i), (ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Allocated Assets: (A) satisfy the asset diversification requirements as set forth under sub¬chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (B) comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder.

(c) The Sub-Adviser shall take all actions which it considers necessary to implement the investment objectives and policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund’s Allocated Assets with brokers or dealers selected by Sub-Adviser. For that limited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board.

In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (i) the execution capabilities of such brokers and dealers, (ii) research, brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (iii) the size of the transaction, (iv) the difficulty of execution, (v) the operational facilities of such brokers and dealers, (vi) the risk to such a broker or dealer of positioning a block of securities, and (vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or