UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04041

GE INVESTMENTS FUNDS, INC.

(Exact name of registrant as specified in charter)

3001 SUMMER STREET, STAMFORD, CONNECTICUT 06905

(Address of principal executive offices) (Zip code)

GE ASSET MANAGEMENT, INC.

3001 SUMMER STREET, STAMFORD, CONNECTICUT 06905

(Name and address of agent for service)

Registrant’s telephone number, including area code: 800-242-0134

Date of fiscal year end: 12/31

Date of reporting period: 06/30/11

ITEM 1. REPORTS TO STOCKHOLDERS.

GE Investments Funds, Inc.

U.S. Equity Fund Letter from the Chairman

Michael J. Cosgrove Chairman,

GE Investments Funds, Inc.

Dear Shareholder:

Attached is the semi-annual report for GE Investments Funds, Inc. — U.S. Equity Fund (the “Fund”) for the six-month period ended June 30, 2011. The report contains information about the performance of the Fund and other fund-specific data, along with portfolio manager commentary. We have provided

you with an overview of the investment markets, along with our investment outlook for the coming months.

Market Overview

Most major equity indices posted positive returns in the six-month period ended June 30, 2011, despite geopolitical tensions in the Middle East and North Africa, a devastating earthquake in Japan, ongoing concerns about unresolved sovereign debt issues in peripheral Europe and elevated inflation in emerging markets. Volatility increased in May and June, however, as some measures of global economic activity weakened and uncertainties over Greece’s ability to finance and service its debt rattled the financial markets. In the U.S., concerns over the end of quantitative easing by the Federal Reserve and political wrangling over the government debt ceiling further contributed to a challenging environment. The increase in risk aversion benefited the fixed income markets as many investors sought out safer investments. Toward the end of June, the Greek Parliament passed austerity measures that seemed to calm the markets and opened the way for the next round of financing from the European Central Bank and the International Monetary Fund.

Against this backdrop, financial markets posted positive results for the six- and 12-month periods ended June 30, 2011 as represented by the index returns in the below chart.

Total Returns (%) as of June 30, 2011	6-month		12-month
U.S. equities (S&P 500 Index)		6.0		30.7
Global equities (MSCI World Index)		5.3		30.5
International equities (MSCI EAFE Index)		5.0		30.4
Small-cap U.S. equities (Russell 2000 Index)		6.2		37.4
Mid-cap U.S. equities (Russell Mid Cap Index)		8.1		38.5
U.S. fixed income (Barclays Capital U.S. Aggregate Bond Index)		2.7		3.9
U.S. short-term government fixed income (Barclays Capital 1-3 Year U.S. Government Bond Index)		0.9		1.4

Outlook

We remain constructive on the prospects for healthy global growth, although it may be at a slower pace than originally anticipated. Central banks in the U.S. and Europe remain accommodative and supply chain issues in Japan appear to have abated. There are also signs that inflation may be peaking in emerging markets as commodity prices have eased in recent months. Corporate balance sheets remain healthy and fundamentals remain intact, in our view. We believe that valuations for equities are not stretched and remain below historical averages while equity risk premiums are still high-offering the possibility for further gains. We expect that the financial markets are likely to remain volatile due to outstanding sovereign debt issues, but believe that returns are biased to the upside in the second half of the year.

Thank you for investing with GE Investments Funds.

Sincerely,

Michael J. Cosgrove

Chairman, GE Investments Funds, Inc.

July 2011

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

U.S. Equity Fund

Mike Cosgrove is President and Chief Executive Officer – Mutual Funds and Intermediary Business at GE Asset Management Incorporated (“GEAM”). In addition to the GE Investments Funds, he is also Chairman of the Board and President of GE Institutional Funds and Director and President of GEAM’s broker-dealer which serves as underwriter and distributor for the GE Investments Funds. Mr. Cosgrove serves as a Trustee of the GE Savings & Security Funds, the GE Foundation, and the GE Pension Trust. He also serves on the Board of Directors of the Skin Cancer Foundation and is a Trustee of Fordham University. Previously Chief Financial Officer of GE Asset Management and Assistant Treasurer – GE Company, Mr. Cosgrove joined GE in 1970 and held a number of managerial positions in finance and sales in the International Operation and the GE Trading Company. He received a BS in Economics from Fordham University and an MBA from St. John’s University.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc.

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

U.S. Equity Fund

Semi-Annual Report

June 30, 2011

GE Investments Funds, Inc.

U.S. Equity Fund Contents

Notes to Performance	1
Manager Review and Schedule of Investments	6
Notes to Schedule of Investments	10
Financial Statements
Financial Highlights	11
Statement of Assets and Liabilities	12
Statement of Operations	13
Statements of Changes in Net Assets	14
Notes to Financial Statements	15
Special Meeting of Shareholders — Voting Results	20
Additional Information	23
Investment Team	26

This report is prepared for Policyholders of certain variable contracts and may be distributed to others only if preceded or accompanied by the variable contract’s current prospectus and the current prospectus of the Fund available for investments thereunder.

Notes to Performance June 30, 2011 (unaudited)

The information provided on the performance pages relates to the GE Investments U.S. Equity Fund (the “Fund”).

Total returns take into account changes in share price and assume reinvestment of dividends and capital gains distributions, if any. Total returns shown are net of Fund fees and expenses but do not reflect fees and charges associated with the variable contracts such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the Fund’s total returns for all periods shown.

The performance data quoted represents past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Periods less than one year are not annualized. Please call toll-free 800-493-3042 or visit the Fund’s website at http://www.geam.com for the most recent month-end performance data.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. An investment in the Fund is subject to risk, including possible loss of principal invested.

The S&P 500^® Index is an unmanaged market capitalization-weighted index of stocks of 500 large U.S. companies, which is widely used as a measure of large-cap U.S. stock market performance. The results shown for the foregoing index assume the reinvestment of net dividends or interest. They do not reflect the actual cost of investing in the instruments that comprise the index.

The peer universe of the underlying annuity funds used for the peer group average annual total return calculation is based on a blend of Morningstar peer categories, as shown. Morningstar is an independent mutual fund rating service. A Fund’s performance may be compared to or ranked within a universe of mutual funds with investment objectives and policies similar but not necessarily identical to that of the Fund.

^©2011 Morningstar, Inc. All Rights Reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damage or losses relating from any use of this information. Past performance is no guarantee of future results.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc. and a wholly owned subsidiary of GE Asset Management Incorporated, the investment adviser of the Fund.

1

U.S. Equity Fund (unaudited)

David B. Carlson

Chief Investment Officer

Stephen V. Gelhaus

Senior Vice President

Thomas R. Lincoln

Senior Vice President

Paul C. Reinhardt

Senior Vice President

The U.S. Equity Fund is managed by a team of portfolio managers that includes David B. Carlson, Stephen V. Gelhaus, Thomas R. Lincoln and Paul C. Reinhardt. Each of the foregoing portfolio managers manages (or co-manages) one of three sub-portfolios, which comprise the Fund. A sub-portfolio refers to the portion of the Fund’s assets that are allocated to, and managed by, a particular portfolio manager on the Fund’s portfolio management team. The three sub-portfolios are managed independently of each other and the portfolio managers have full discretion over their sub-portfolio. The weightings to each sub-portfolio in the Fund, can be changed at any time but generally remain stable for 18 to 24 months, are driven by the objective of keeping the Fund “style neutral” such that it combines growth and value investment management styles and does not tend to favor either style.

David B. Carlson is the Chief Investment Officer — U.S. Equities at GE Asset Management. He co-manages the overall U.S. equity investments for GE Asset Management. Mr. Carlson has been a member of the portfolio management team for the Fund since May 2011. Mr. Carlson joined GE Asset Management in 1982 as a securities analyst for investment operations. He became a Vice President for mutual fund portfolios in 1987, a Senior Vice President in 1989 and an Executive Vice President in 2003.

Stephen V. Gelhaus is a Senior Vice President of GE Asset Management. He has been a member of the portfolio management team for the Fund since January 2002. Mr. Gelhaus joined GE Asset Management in June 1991 and was a research analyst in the U.S. Equities group from 1995 through 2001.

Thomas R. Lincoln is a Senior Vice President of GE Asset Management. He has been a member of the portfolio management team for the Fund since May 2007. Mr. Lincoln joined GE Asset Management in 1994 as a financial analyst in U.S. Equities. Mr. Lincoln became part of the investment management team for U.S. Equities at GE Asset Management in 1997 and a portfolio manager for U.S. Equities in 2003.

Paul C. Reinhardt is a Senior Vice President of GE Asset Management. He has been a portfolio manager for the Fund since January 2001. Mr. Reinhardt joined GE Asset Management in 1982 as an equity analyst and has been a portfolio manager since 1987.

Q. How did the U.S. Equity Fund perform compared to its benchmark and Morningstar peer group for the six-month period ended June 30, 2011?

A. For the six-month period ended June 30, 2011; the U.S. Equity Fund returned 4.14% for Class 1 shares. The S&P 500 Index, the Fund’s benchmark, returned 6.02% and the Fund’s Morningstar peer group of 384 U.S. Insurance Large Blend funds returned an average of 5.25% over the same period.

Q. What market factors affected Fund performance?

A. The S&P 500 experienced major volatility during the period against a backdrop of concerns including political unrest in the Middle East and North Africa (which sent oil prices skyrocketing 22%, then down 17% after strategic reserves were released to mitigate supply disruptions), fears of European sovereign debt contagion (which punished bank stocks), and U.S. deficit and debt ceiling debate. Despite these worries, corporate earnings strength sent U.S. equity markets higher early in the year, before renewed macro fears reversed the advance by the end of March. Bolstered by positive economic data, the S&P 500 rebounded and hit a three-year high on April 29th, but fluctuated wildly as the drumbeat of concerns continued. While more cyclical sectors outperformed in the first calendar quarter, a defensive shift characterized the markets as mid-year approached. During the period the large cap growth style of investing outperformed the value style, driven largely by underperformance in the financials sector (-3% in the context of a +6% S&P 500 return). The information technology (+2%) sector also lagged as many investors questioned the strength of the recovery. Health care (+14%) was the strongest S&P 500 sector, followed by energy (+11%) and utilities (+9%) for the period.

2

(unaudited)

Q. What were the primary drivers of Fund performance?

A. The Fund’s holdings in the health care, financials and consumer discretionary sectors cost the most relative performance during the period, while strength among the Fund’s holdings in information technology and materials added to returns. Within the health care sector, underweighting pharmaceuticals during the defensive rotation was a key performance detractor. Express Scripts (-0.1%), also lagged as it failed to renegotiate its contract with Walgreens — although we maintained conviction in the outlook for the pharmacy benefits manager, as we believe profitability should rise with increasing use of generic drugs. The Fund’s holdings in Resmed (-10%) also weighed on returns as the maker of sleep-disorder equipment proved more cyclical than other areas of health care. Volatility in the financials sector also challenged relative returns. CME Group (-8%) suffered amid speculation that the company might participate in the flurry of exchange acquisitions activity. As of mid-year, CME Group had not made a bid for any equities exchange and we believe our long-term thesis remains intact. Capital markets companies such as Goldman Sachs (-20%), and State Street (-2%) pulled back amid European Sovereign Debt concerns, and regulatory uncertainties. We believe a rising interest rate environment could benefit each of these financial companies, and investment banking activity should pick up at Goldman Sachs as disruptions in Europe, Japan and the Mideast abate. Among consumer stocks, retailer, Target (-21%), disappointed with its earnings outlook as the company deployed capital to expand into Canada, and put share repurchases on hold.

In terms of positive performance drivers, our stock selections in the technology sector were relatively strong, driven by rallies in Baidu, (an American Depository Receipt but not a U.S. company so not a typical holding, +45% on continued share gains and growth in Chinese internet search), Qualcomm (+16% on positive smart-phone fundamentals) and Visa (+20% as credit card interchange fee legislation was resolved in a relatively benign outcome). The strength in these holdings offset lags in Cisco (-23%) and Microsoft (-6%). Other strong individual contributors included, Covidien (+18%), El Paso Corp. (+47% as it

accelerated plans to spin off its oil exploration & production unit) and Allegheny Technologies (+16% on the rebound for commercial aircraft orders).

Q. How was the Fund positioned at the end of the period?

A. We continued to focus on bottom-up fundamentals during the quarter, searching for opportunities in the ups and downs of the market. At mid-year, our largest overweights were in health care, technology and materials, and our largest underweights were in consumer staples, industrials and consumer discretionary although we construct the Fund on a bottom-up, stock-by-stock basis. We are staying very close to[would “closely watching” work better?] the companies held in the Fund, monitoring changes in strategic direction and how management teams utilize excess capital. In our view, the U.S. economy remains in a prolonged period of deleveraging, as are many economies around the globe. We continue to emphasize our positioning in large cap, high quality companies that we believe have the potential to grow market share and take actions that benefit shareholders.

We continue to expect volatility, especially in light of U.S. budget and debt debates as well as accelerating geopolitical events. In light of recent challenges, in our opinion, S&P 500 earnings revisions have not fallen in a way that would be indicative of a double-dip, with S&P 500 earnings estimates above $99 on a bottom-up basis for 2011 at the end of June. We believe any future market rally could be dominated by outperformance by global market share winners that have the ability to meet or beat earnings expectations. Amid rapidly changing market conditions, we will maintain our bottom-up stock selection approach with a focus on the long-term investment horizon.

3

U.S. Equity Fund (unaudited)

Understanding Your Fund’s Expenses

As a shareholder of the Fund you incur ongoing costs. Ongoing costs include portfolio management fees, distribution and services fees, professional fees, administrative fees and other Fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended June 30, 2011.

Actual Expenses

The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the

number given for your class under the heading “Expenses paid during period.”

Hypothetical Example for Comparison Purposes

The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholders reports of other funds.

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transaction costs, such as sales charges or redemption fees, if any. Additionally, the expenses shown do not reflect the fees or charges associated with variable contracts through which shares of the Fund are offered.

January 1, 2011 - June 30, 2011

	Account value at the beginning of the  period ($)		Account value at the end of the period ($)		Expenses paid during the period ($)*
Actual Fund Return**
Class 1		1,000.00		1,041.35		4.40
Hypothetical 5% Return (2.5% for the period)
Class 1		1,000.00		1,020.27		4.36

* Expenses are equal to the Fund’s annualized expense ratio of 0.87% for Class 1 shares (for the period January 1, 2011 - June 30, 2011), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

** Actual Fund Return for the six-month period ended June 30, 2011 was 4.14% for Class 1 shares. Past performance does not guarantee future results.

4

U.S. Equity Fund (unaudited)

Investment Profile

A mutual fund designed for investors who seek long-term growth of capital. The Fund seeks its objective by investing at least 80% of its net assets under normal circumstances in equity securities of U.S. companies, such as common and preferred stocks.

Morningstar Performance Comparison

Based on average annual returns for periods ended June 30, 2011

	Six Months**		One Year		Five Year		Ten Year
Number of Funds in peer group:		384		384		353		276
Peer group average annual total return:		5.25%		29.38%		2.47%		2.44%
Morningstar category in peer group: U.S. Insurance Large Blend

Sector Allocation

as a % of Fair Value^(b) of $36,420 (in thousands) on June 30, 2011^(a)(b)

Top Ten Largest Holdings

as of June 30, 2011 (as a % of Fair Value)^(a)(b)

Apple Inc.	3.07%
Schlumberger Ltd.	2.79%
PepsiCo Inc.	2.71%
QUALCOMM Inc.	2.59%
JPMorgan Chase & Co.	2.27%
Gilead Sciences Inc.	2.23%
Covidien PLC	2.08%
Microsoft Corp.	2.03%
Allegheny Technologies Inc.	1.79%
Exxon Mobil Corp.	1.76%

Change in Value of a $10,000 Investment

Class 1 Shares

Average Annual Total Return

for the Periods Ended June 30, 2011

Class 1 Shares (Inception date: 1/3/95)

	Six Months**		One Year		Five Year		Ten Year		Ending value of a $10,000 investment
U.S. Equity Fund		4.14%		26.99%		3.24%		2.59%	$	12,916
S&P 500 Index		6.02%		30.69%		2.94%		2.72%	$	13,076

(a) The securities information regarding holdings, allocations and other characteristics is presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security.

(b) Fair value basis is inclusive of Short-Term Investment in GE Institutional Money Market Fund.

* Less than 0.01%.

** Total returns for the six month period ended June 30, 2011 are not annualized.

See Notes to Performance on page 1 for further information, including an explanation of Morningstar peer categories.

Past performance does not predict future performance. The performance shown in the graphs and tables does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares and does not reflect the fees or charges that would be associated with variable contracts through which shares of the Fund are offered.

5

U.S. Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

U.S. Equity Fund

	Number of Shares		Fair Value
Common Stock — 96.1%†
Advertising — 1.4%
Omnicom Group Inc.		10,842	$	522,151
Aerospace & Defense — 4.1%
CAE Inc.		15,849		213,652
General Dynamics Corp.		402		29,957
Hexcel Corp.		4,396		96,228	(a	)
Honeywell International Inc.		10,270		611,989
Rockwell Collins Inc.		5,695		351,325
United Technologies Corp.		2,157		190,916
				1,494,067
Agricultural Products — 0.5%
Archer-Daniels-Midland Co.		6,125		184,669
Air Freight & Logistics — 0.4%
FedEx Corp.		1,447		137,248
Asset Management & Custody Banks — 3.5%
Ameriprise Financial Inc.		3,778		217,915
Invesco Ltd.		11,966		280,004
State Street Corp.		13,658		615,839	(c	)
The Bank of New York Mellon Corp.		5,907		151,337
				1,265,095
Automotive Retail — 0.1%
O’Reilly Automotive Inc.		791		51,818	(a	)
Biotechnology — 4.0%
Amgen Inc.		10,748		627,146	(a	)
Gilead Sciences Inc.		19,653		813,831	(a	)
				1,440,977
Cable & Satellite — 1.1%
DIRECTV		6,018		305,835	(a	)
Liberty Global Inc.		2,046		87,364	(a	)
Sirius XM Radio Inc.		8,037		17,601	(a	)
				410,800
Coal & Consumable Fuels — 0.7%
Peabody Energy Corp.		4,641		273,401
Communications Equipment — 4.0%
Cisco Systems Inc.		32,227		503,063
QUALCOMM Inc.		16,621		943,907
				1,446,970

	Number of Shares		Fair Value
Computer Hardware — 3.4%
Apple Inc.		3,335	$	1,119,459	(a	)
Hewlett-Packard Co.		2,730		99,372
				1,218,831
Construction & Farm Machinery & Heavy Trucks — 0.4%
Deere & Co.		1,607		132,497
Consumer Finance — 0.9%
American Express Co.		6,230		322,091
Discover Financial Services		402		10,754
				332,845
Data Processing & Outsourced Services — 3.0%
The Western Union Co.		27,718		555,192
Visa Inc.		6,288		529,827
				1,085,019
Department Stores — 0.3%
Macy’s Inc.		3,416		99,884
Diversified Financial Services — 4.0%
Bank of America Corp.		30,559		334,927
Citigroup Inc.		1,848		76,951
JPMorgan Chase & Co.		20,171		825,801
US BanCorp		1,608		41,020
Wells Fargo & Co.		5,623		157,781
				1,436,480
Diversified Metals & Mining — 0.4%
Freeport-McMoRan Copper & Gold Inc.		3,054		161,557
Drug Retail — 0.2%
CVS Caremark Corp.		2,210		83,052
Electric Utilities — 0.7%
FirstEnergy Corp.		764		33,731
ITC Holdings Corp.		909		65,239
NextEra Energy Inc.		3,014		173,184
				272,154
Electrical Components & Equipment — 0.5%
Cooper Industries PLC		2,913		173,819
Electronic Components — 0.3%
Corning Inc.		5,069		92,002
Fertilizers & Agricultural Chemicals — 1.4%
Monsanto Co.		5,876		426,245
Potash Corporation of Saskatchewan Inc.		1,286		73,289
				499,534

See Notes to Schedule of Investments and Notes to Financial Statements.

6

U.S. Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
General Merchandise Stores — 1.5%
Target Corp.		11,580	$	543,218
Healthcare Distributors — 0.2%
Cardinal Health Inc.		1,245		56,548
Healthcare Equipment — 2.5%
Covidien PLC		14,218		756,824
ResMed Inc.		5,139		159,052
				915,876
Healthcare Facilities — 0.2%
HCA Holdings Inc.		2,813		92,829	(a	)
Healthcare Services — 2.0%
Express Scripts Inc.		10,752		580,393	(a	)
Omnicare Inc.		5,103		162,735
				743,128
Home Building — 0.1%
MDC Holdings Inc.		984		24,246
Home Improvement Retail — 0.8%
Lowe’s companies Inc.		13,162		306,806
Hotels, Resorts & Cruise Lines — 0.3%
Carnival Corp.		3,283		123,539
Household Products — 1.4%
Clorox Co.		2,813		189,709
The Procter & Gamble Co.		5,344		339,718
				529,427
Independent Power Producers & Energy Traders — 0.8%
Calpine Corp.		5,023		81,021	(a	)
The AES Corp.		16,879		215,038	(a	)
				296,059
Industrial Conglomerates — 0.2%
Siemens AG ADR		638		87,744
Industrial Gases — 1.3%
Praxair Inc.		4,356		472,147
Industrial Machinery — 0.1%
Eaton Corp.		546		28,092
Integrated Oil & Gas — 5.4%
Chevron Corp.		3,617		371,972
Exxon Mobil Corp.		7,882		641,437	(d	)
Hess Corp.		1,523		113,859
Marathon Oil Corp.		2,210		116,423
Occidental Petroleum Corp.		1,527		158,869

	Number of Shares		Fair Value
Suncor Energy Inc.		14,205	$	555,416
				1,957,976
Integrated Telecommunication Services — 1.1%
AT&T Inc.		7,234		227,220
Verizon Communications Inc.		4,822		179,523
				406,743
Internet Retail — 0.4%
Amazon.com Inc.		703		143,756	(a	)
Internet Software & Services — 3.8%
Baidu Inc. ADR		4,550		637,592	(a	)
Equinix Inc.		2,579		260,531	(a	)
Google Inc.		925		468,401
				1,366,524
Investment Banking & Brokerage — 1.8%
Morgan Stanley		4,289		98,690
The Goldman Sachs Group Inc.		4,260		566,963
				665,653
IT Consulting & Other Services — 1.7%
International Business Machines Corp.		3,639		624,270
Life & Health Insurance — 1.3%
MetLife Inc.		2,769		121,476
Prudential Financial Inc.		5,611		356,803
				478,279
Life Sciences Tools & Services — 1.2%
PerkinElmer Inc.		4,823		129,787
Thermo Fisher Scientific Inc.		4,615		297,160	(a	)
				426,947
Movies & Entertainment — 2.2%
News Corp.		12,011		212,595
The Walt Disney Co.		5,281		206,170
Time Warner Inc.		10,217		371,592
				790,357
Multi-Line Insurance — 0.5%
Hartford Financial Services Group Inc.		6,671		175,914
Multi-Utilities — 0.5%
Dominion Resources Inc.		4,179		201,720
Oil & Gas Equipment & Services — 3.5%
Halliburton Co.		2,451		125,001
National Oilwell Varco Inc.		1,698		132,801
Schlumberger Ltd.		11,762		1,016,237
				1,274,039
Oil & Gas Exploration & Production — 1.8%
Apache Corp.		3,696		456,049

See Notes to Schedule of Investments and Notes to Financial Statements.

7

U.S. Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Devon Energy Corp.		804	$	63,363
Southwestern Energy Co.		3,394		145,535	(a	)
				664,947
Oil & Gas Storage & Transportation — 0.7%
El Paso Corp.		10,128		204,586
Spectra Energy Corp.		2,331		63,893
				268,479
Packaged Foods & Meats — 1.7%
ConAgra Foods Inc.		3,215		82,979
Kraft Foods Inc.		13,607		479,375
Nestle S.A. ADR		804		50,154
				612,508
Pharmaceuticals — 4.7%
Bristol-Myers Squibb Co.		8,414		243,669
Hospira Inc.		6,914		391,747	(a	)
Johnson & Johnson		5,145		342,245
Novartis AG ADR		2,692		164,508
Pfizer Inc.		18,326		377,516
Teva Pharmaceutical Industries Ltd. ADR		3,818		184,104
				1,703,789
Property & Casualty Insurance — 1.7%
ACE Ltd.		7,341		483,185
Chubb Corp.		2,412		151,015
				634,200
Rail Roads — 0.6%
Union Pacific Corp.		2,090		218,196
Real Estate Services — 0.1%
CB Richard Ellis Group Inc. (REIT)		1,538		38,619	(a	)
Reinsurance — 0.5%
PartnerRe Ltd.		1,816		125,032
RenaissanceRe Holdings Ltd.		603		42,180
				167,212
Research & Consulting Services — 0.4%
Nielsen Holdings N.V.		4,421		137,758	(a	)
Security & Alarm Services — 0.4%
Corrections Corporation of America		6,770		146,570	(a	)
Semiconductor Equipment — 0.3%
Applied Materials Inc.		2,572		33,462
KLA-Tencor Corp.		1,487		60,194
				93,656
Semiconductors — 1.1%
Intel Corp.		6,631		146,943

	Number of Shares		Fair Value
Microchip Technology Inc.		1,366	$	51,785
Texas Instruments Inc.		5,895		193,533
				392,261
Soft Drinks — 2.7%
PepsiCo Inc.		14,016		987,147
Specialized Finance — 1.3%
CME Group Inc.		1,568		457,213
Specialty Stores — 0.4%
Dick’s Sporting Goods Inc.		1,608		61,828	(a	)
Staples Inc.		4,422		69,868
				131,696
Steel — 1.8%
Allegheny Technologies Inc.		10,296		653,487
Systems Software — 3.4%
Microsoft Corp.		28,367		737,542
Oracle Corp.		14,715		484,271
				1,221,813
Wireless Telecommunication Services — 2.4%
American Tower Corp.		6,595		345,116	(a	)
NII Holdings Inc.		12,101		512,840	(a	)
				857,956
Total Common Stock (Cost $29,452,796)				34,934,214
Exchange Traded Funds — 1.8%
Financial Select Sector SPDR Fund		8,289		127,070	(f	)
Industrial Select Sector SPDR Fund		14,166		527,542	(f	)
Total Exchange Traded Funds (Cost $614,943)				654,612
Other Investments — 0.0%*
GEI Investment Fund (Cost $8,104)				8,185	(e	)
Total Investments in Securities (Cost $30,075,842)				35,597,011

See Notes to Schedule of Investments and Notes to Financial Statements.

8

U.S. Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

	Fair Value
Short-Term Investments — 2.3%
GE Institutional Money Market Fund Investment Class 0.11% (Cost $822,959)	$	822,959		(b,e	)
Total Investments (Cost $30,898,801)		36,419,970
Liabilities in Excess of Other Assets, net — (0.2)%		(57,678	)
NET ASSETS — 100.0%	$	36,362,292
Other Information

The Fund had the following long futures contracts open at June 30, 2011 (unaudited):

Description	Expiration date		Number of Contracts		Current Notional Value		Unrealized Appreciation
S&P 500 Emini Index Futures		September 2011		2	$	131,550	$	3,344

See Notes to Schedule of Investments and Notes to Financial Statements.

9

Notes to Schedule of Investments June 30, 2011 (unaudited)

The views expressed in this document reflect our judgment as of the publication date and are subject to change at any time without notice. The securities information regarding holdings, allocations and other characteristics are presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security. See the Fund’s summary prospectus and statutory prospectus for complete descriptions of investment objectives, policies, risks and permissible investments

(a) Non-income producing security.

(b) Coupon amount represents effective yield.

(c) State Street Corp. is the parent company of State Street Bank & Trust Co., the Fund’s custodian and accounting agent.

(d) At June 30, 2011 , all or a portion of this security was pledged to cover collateral requirements for futures, options, forward foreign currency contracts and/or TBA’s.

(e) GE Asset Management, the investment adviser of the Fund, also serves as investment adviser of the GEI Investment Fund and the GE Institutional Money Market Fund.

(f) Sponsored by SSgA Funds Management, Inc., an affiliate of State Street Bank & Trust Co., the Fund’s custodian and accounting agent.

* Less than 0.05%.

† Percentages are based on net assets as of June 30, 2011 .

Abbreviations:

ADR	American Depository Receipt
REIT	Real Estate Investment Trust
SPDR	Standard & Poors Depository Receipts

10

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated

	CLASS 1
	6/30/11†			12/31/10			12/31/09			12/31/08			12/31/07			12/31/06
Inception date		—			—			—			—			—			1/3/95
Net asset value, beginning of period	$	31.92		$	29.23		$	22.44		$	36.41		$	39.02		$	34.06
Income/(loss) from investment operations:
Net investment income (loss)		0.10			0.28	**		0.30			0.37			0.45			0.53
Net realized and unrealized gains/(losses) on investments		1.22			2.72			6.80			(13.52	)		2.70			4.96
Total income/(loss) from investment operations		1.32			3.00			7.10			(13.15	)		3.15			5.49
Less distributions from:
Net investment income		0.00			0.31			0.31			0.36			0.44			0.53
Net realized gains		0.00			—			—			0.46			5.32			—
Total distributions		0.00			0.31			0.31			0.82			5.76			0.53
Net asset value, end of period	$	33.24		$	31.92		$	29.23		$	22.44		$	36.41		$	39.02
TOTAL RETURN(a)		4.14	%		10.26	%		31.63	%		(36.05	)%		8.01	%		16.12	%
RATIOS/ SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)	$	36,362		$	38,305		$	41,792		$	37,917		$	77,777		$	101,885
Ratios to average net assets:
Net investment income		0.60	%*		0.96	%		1.11	%		1.03	%		0.94	%		1.43	%
Net Expenses		0.87	%*(b)		0.69	%(b)		0.86	%(b)		0.72	%(b)		0.66	%		0.63	%
Gross expenses		0.87	%*		0.69	%		0.86	%		0.72	%		0.66	%		0.63	%
Portfolio turnover rate		17	%		42	%		46	%		56	%		55	%		45	%

Notes to Financial Highlights

(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions and do not include the effect of insurance contract charges. Past performance does not guarantee future results.

(b) Reflects GE Asset Management’s waiver of a portion of the Fund’s management fee in an amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Money Market Fund and GE Institutional Money Market Fund. Excluding waiver, the expense ratios would be unchanged.

* Annualized for periods less than one year.

** Per share values have been calculated using the average share method.

† Unaudited

The accompanying Notes are an integral part of these financial statements.

11

Statement of Assets and Liabilities June 30, 2011 (unaudited)
ASSETS
Investments in securities, at Fair Value (cost $30,067,739)	$35,588,826
Investments in affiliated securities, at Fair Value (cost $8,104)	8,185
Short-Term affiliated investments (at amortized cost)	822,959
Foreign cash (cost $555)	558
Receivable for investments sold	99,990
Income receivables	25,708
Receivable for fund shares sold	709
Variation margin receivable	1,120
Total Assets	36,548,055
LIABILITIES
Payable for investments purchased	102,064
Payable for Fund shares redeemed	27,359
Payable to GEAM	16,278
Accrued other expenses	40,062
Total Liabilities	185,763
NET ASSETS	$36,362,292
NET ASSETS CONSIST OF:
Capital paid in	39,760,323
Undistributed (distribution in excess of) net investment income	113,797
Accumulated net realized (loss)	(9,036,343	)
Net unrealized appreciation/(depreciation) on:
Investments	5,521,168
Futures	3,344
Foreign currency related transactions	3
NET ASSETS	$36,362,292
Class 1
NET ASSETS	36,362,292
Shares outstanding ($.001 par value; unlimited shares authorized)	1,093,880
Net asset value per share	$33.24

The accompanying Notes are an integral part of these financial statements.

12

Statement of Operations For the six months ending June 30, 2011 (unaudited)
INVESTMENT INCOME
Income:
Dividend	$275,377
Interest	1,237
Interest from affiliated investments	482
Less: Foreign taxes withheld	(1,213	)
Total Income	275,883
Expenses:
Advisory and administration fees	104,006
Distribution fees
Class 4*	14
Transfer agent fees	10,136
Director’s fees	543
Custody and accounting expenses	26,788
Professional fees	9,593
Other expenses	12,488
Total expenses before waiver and reimbursement	163,568
Less: Expenses waived or borne by the adviser	(580	)
Net expenses	162,988
Net investment income	112,895
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on:
Investments	1,781,591
Futures	(13,484	)
Foreign currency related transactions	(5	)
Increase (decrease) in unrealized appreciation/(depreciation) on:
Investments	(290,298	)
Futures	(1,472	)
Foreign currency related transactions	3
Net realized and unrealized gain on investments	1,476,335
Net increase in net assets resulting from operations	$1,589,230

* Effective April 30, 2011, share Class 4 was closed.

The accompanying Notes are an integral part of these financial statements.

13

Statements of

Changes in Net Assets

	Six Months Ended June 30, 2011*			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income	$	112,895		$	366,984
Net realized gain on investments, futures and foreign currency transactions		1,768,102			498,105
Net increase (decrease) in unrealized appreciation/(depreciation) on investments, futures and foreign currency transaction		(291,767	)		2,781,391
Net increase (decrease) from operations		1,589,230			3,646,480
Distributions to shareholders from :
Net investment income
Class 1		—			(369,247	)
Class 4		—			(53	)
Total distributions		—			(369,300	)
Increase in net assets from operations and distributions		1,589,230			3,277,180
Share transactions :
Proceeds from sale of shares
Class 1		327,020			353,286
Class 4		—			—
Value of distributions reinvested
Class 1		—			369,247
Class 4		—			53
Cost of shares redeemed
Class 1		(3,858,513	)		(7,485,265	)
Class 4		(10,163	)		—
Net (decrease) from share transactions		(3,541,656	)		(6,762,679	)
Total (decrease) in net assets		(1,952,426	)		(3,485,499	)
NET ASSETS
Beginning of period		38,314,718			41,800,217
End of period	$	36,362,292		$	38,314,718
Undistributed (distribution in excess of) net investment income, end of period	$	113,797		$	902
CHANGES IN FUND SHARES
Class 1
Shares sold		9,827			11,976
Issued for distributions reinvested		—			11,546
Shares redeemed		(116,129	)		(253,018	)
Net increase (decrease) in fund shares		(106,302	)		(229,496	)
Class 4**
Shares sold		—			—
Issued for distributions reinvested		—			2
Shares redeemed		(296	)		—
Net increase (decrease) in fund shares		(296	)		2

* Unaudited

** Effective April 30, 2011, share Class 4 was closed.

The accompanying Notes are an integral part of these financial statements.

14

Notes to Financial Statements June 30, 2011 (unaudited)

1. Organization of the Company

GE Investments Funds, Inc. (the “Company”) was incorporated under the laws of the Commonwealth of Virginia on May 14, 1984 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Company is composed of fourteen investment portfolios (collectively the “Funds”), although only the following eleven are currently being offered: U.S. Equity Fund, (the “Fund”) S&P 500 Index Fund, Premier Growth Equity Fund, Core Value Equity Fund, Mid-Cap Equity Fund, Small-Cap Equity Fund, International Equity Fund, Total Return Fund, Income Fund, Money Market Fund and Real Estate Securities Fund.

Shares of the Funds of the Company are offered only to insurance company separate accounts that fund certain variable life insurance contracts and variable annuity contracts. GE Asset Management Incorporated (“GEAM”) is the investment adviser and administrator of each of the Funds.

The Company currently offers one share class (Class 1) as an investment option for variable life insurance and variable annuity contracts. Class 4 shares were first offered on May 1, 2008 and Fund shares outstanding prior to May 1, 2008 were designated as Class 1 shares. Effective April 30, 2011, Class 4 shares were closed and are no longer offered.

2. Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates.

Subsequent events after the balance sheet date through the date the financial statements were issued, have been evaluated in the preparation of the financial statements. There are no items to report.

The following summarizes the significant accounting policies of the Company:

Securities Valuation and Transactions. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Securities transactions are accounted for as of the trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost for both financial statement and federal tax purposes.

Expenses Fund specific expenses are allocated to the Fund that incurs such expenses. Such expenses may include custodial fees, legal and accounting fees, printing costs and registration fees. Expenses that are not fund specific are allocated pro rata across the Funds. Certain class specific expenses (such as distribution fees) are allocated to the class that incurs such expense. Expenses of the Fund are generally paid directly by the Fund however, expenses may be paid by GEAM and reimbursed by the fund.

Futures Contracts A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. The Fund invests in stock index futures contracts subject to certain limitations to manage its exposure to the stock markets. Buying futures tends to increase a Fund’s exposure to the underlying instrument while selling futures tends to decrease a Fund’s exposure to the underlying instrument or to hedge other Fund investments. The Fund will not enter into a transaction involving futures for speculative purposes. With futures contracts, there is minimal counterparty credit risk to the Fund since futures contracts are exchange traded and the exchange’s clearinghouse, as counterparty to all traded futures, guarantees the futures against default. The Fund’s risks in using these contracts include changes in the value of the underlying instruments, non-performance of the counterparties under the contracts’ terms and changes in the liquidity of the secondary market for the contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they principally trade.

Upon entering into a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount, known as initial margin deposit. Subsequent payments, known as variation margin, are made or received by the Fund each day, depending on the daily fluctuation in the fair value of the underlying security. The Fund records an unrealized gain or loss equal to the daily variation margin. Should market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may incur a loss. The Fund recognizes a realized gain or loss upon the expiration or closing of a futures contract.

15

Notes to Financial Statements June 30, 2011 (unaudited)

Investment Income Corporate actions (including cash dividends) are recorded on the ex-dividend date, net of applicable withholding taxes, except for certain foreign corporate actions which are recorded as soon after ex-dividend date as such information becomes available. Interest income is recorded on the accrual basis.

Expenses Fund specific expenses are allocated to the Fund that incurs such expenses. Such expenses may include custodial fees, legal and accounting fees, printing costs and registration fees. Expenses that are not fund specific are allocated pro rata across the Funds. Certain class specific expenses (such as distribution fees) are allocated to the class that incurs such expense. Expenses of the Fund are generally paid directly by the Fund however, expenses may be paid by GEAM and reimbursed by the fund.

Federal Income Taxes The Fund intends to comply with all sections of the Internal Revenue Code applicable to regulated investment companies including the distribution of substantially all of its taxable net investment income and net realized capital gains to its shareholders. Therefore, no provision for federal income tax has been made. The Fund is treated as a separate taxpayer for federal income tax purposes.

3. Securities Valuation

The Fund utilizes various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a framework for measuring fair value and providing related disclosures. Broadly, the framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. It also establishes a three-level valuation hierarchy based upon observable and non-observable inputs.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical investments in active markets.

Level 2 — Quoted prices for similar investments in active markets; quoted prices for identical or similar investments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable.

Policies and procedures are maintained to value investments using the best and most relevant data available. In addition, pricing vendors are utilized to assist in valuing investments. GEAM performs periodic reviews of the methodologies used by independent pricing services including price validation of individual securities.

Fair Value Measurement The following section describes the valuation methodologies the Fund uses to measure different financial investments at fair value.

The Fund’s portfolio securities are valued generally on the basis of market quotations. Equity securities generally are valued at the last reported sales price on the primary market in which they are traded. Portfolio securities listed on NASDAQ are valued using the NASDAQ Official Closing Price. Level 1 securities primarily include publicly-traded equity securities which may not necessarily represent the last sale price. If no sales occurred on the exchange or NASDAQ that day, the portfolio security generally is valued using the last reported bid price. In those circumstances the Fund classifies the investment securities in Level 2.

The Fund uses the net asset value per unit for the collective Fund. The Fund classifies the investment security in Level 2.

Other financial investments are derivative instruments that are not reflected in Total Investments, such as exchange traded futures. Futures are valued at the last sale price on the primary market they are traded and are typically included in level 1.

If prices are not readily available for a portfolio security, or if it is believed that a price for a portfolio security does not represent its fair value, the security may be valued using procedures approved by the Fund’s Board of Directors that are designed to establish its “fair” value. These securities would generally be classified in Level 3. Those procedures require that the fair value of a security be established by the valuation committee. The valuation committee follows different protocols for different types of investments and circumstances. The fair value procedures may be used to value any investment of the Fund in the appropriate circumstances.

16

Notes to Financial Statements June 30, 2011 (unaudited)

The following table presents the Fund’s investments measured at fair value on a recurring basis at June 30, 2011:

Investments	Level 1		Level 2		Level 3		Total
Investments in Securities†
Common Stock	$	34,934,214	$	—	$	—	$	34,934,214
Exchanged Traded Funds		654,612		—		—		654,612
Other Investments		—		8,185		—		8,185
Short-Term Investments		822,959		—		—		822,959
Total Investments in Securities	$	36,411,785	$	8,185	$	—	$	36,419,970
Other Financial Instruments*
Futures Contracts — Unrealized Appreciation	$	3,344	$	—	$	—	$	3,344
†   See Schedule of Investments for Industry Classification. *  Other financial instruments include derivative instruments such as futures contracts. Amounts shown represent unrealized appreciation (depreciation) at period end. There were no significant transfers between the fair value levels. Transfers between fair value levels are considered to occur at the beginning of the period.

4. Derivatives Transactions

Shown below are the derivative contracts entered into by the Fund, summarized by primary risk exposure as they appear on the Statement of Assets and Liabilities, all of which are not accounted for as hedging instruments under FASB Accounting Standards Codification (“ASC”) No. 815 Derivatives and Hedging as of June 30, 2011 .

	Asset Derivatives June 30, 2011				Liability Derivatives June 30, 2011
Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Assets and Liabilities	Fair Value($)			Location in the Statements of Assets and Liabilities	Fair Value($)
Equity Contracts	Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		3,344	*	Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		—

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments and within the components of Net Assets section of the Statement of Assets and Liabilities. Only the current day’s variation margin is reported within the Assets or Liabilities sections of the Statement of Assets and Liabilities.

Shown below are the effects of derivative instruments on the Fund’s Statement of Operations, summarized by primary risk exposure all of which are not accounted for as hedging instruments under ASC 815.

Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Operations	Total Notional Amount of Futures Contracts Purchased/(Sold)($)		Realized Gain or (Loss) on Derivatives Recognized in Income($)			Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized in Income($)
Equity Contracts	Realized gain/(loss) on Futures, Increase/(decrease) in unrealized appreciation/ (depreciation) on Futures		4,143,171/(4,372,569)		(13,484	)		(1,472	)

5. Line of Credit

The Company shares a revolving credit facility of up to $150 million with a number of its affiliates. The credit facility is with its custodian bank, State Street Bank and Trust Company (“State Street”). The revolving credit facility requires the payment of a commitment fee equal to 0.125% per annum on the daily unused portion of the

credit facility, payable quarterly. The portion borne by the Funds generally is borne proportionally based upon net assets. In addition, the Company has a $100 million uncommitted, unsecured line of credit with State Street. Generally, borrowings under the credit facilities would accrue interest at the Federal Funds Rate plus 50 basis points and would be borne by the borrowing Fund. The maximum amount allowed to be borrowed by any one

17

Notes to Financial Statements June 30, 2011 (unaudited)

Fund is the lesser of (i) 33.33% of its total assets or (ii) 20% of its net assets. The credit facilities were not utilized by the Fund during the six-month period ended June 30, 2011.

6. Fees and Compensation Paid to Affiliates

GEAM, a registered investment adviser, was retained by the Company’s Board of Directors effective November 17, 1997 to act as investment adviser and administrator of the Fund. GEAM’s compensation for investment advisory and administrative services is paid monthly based on the average daily net assets of the Fund at an annualized rate of 0.55%.

GEAM has a contractual agreement with the Fund to waive a portion of the Fund’s management fee in the amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Institutional Money Market Fund.

Distribution and Service (12b-1) Fees The Company has adopted a Distribution and Service (12b-1) Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act with respect to Class 4 shares of the Fund. Under the Plan, the Fund may compensate GE Investment Distributors, Inc. (“GEID”), a wholly-owned subsidiary of GEAM and the Fund’s principal distributor, for certain sales services provided by GEID or other broker dealers and investor services provided by GEID or other service providers relating to the Fund’s Class 4 shares, including services to owners or prospective owners of variable contracts issued by insurance companies that offer such share class as an investment option. The amount of compensation paid under the Plan by the Fund’s Class 4 shares may not exceed 0.45% of the average daily net assets of the Fund attributable to such share class. The Plan continues in effect from year to year for so long as such continuance is approved annually by the Board of Directors, including by those directors who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to it.

Directors’ Compensation The Fund pays no compensation to its directors who are officers or employees of GEAM or its affiliates. Directors who are not such officers or employees also serve in a similar capacity for other funds advised by GEAM. Compensation paid to unaffiliated directors are reflected on the Statement of Operations. These fees are allocated pro rata across all of the mutual fund platforms and share classes served by the directors, including the Fund, and are based upon the relative net assets of each Fund within such platforms.

7. Investment Transactions

Purchases and Sales of Securities The cost of purchases and the proceeds from sales of investments, other than short-term securities and options, for the period ended June 30, 2011 were as follows:

Non U.S. Government Securities
Purchases	Sales
$6,441,748	$9,907,154

8. Income Taxes

The Fund is subject to ASC 740, Income Taxes. ASC 740 provides guidance for financial accounting and reporting for the effects of income taxes that result from an entity’s activities during the year. ASC 740 also provides guidance regarding how certain uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more likely than not” of being sustained by the applicable tax authority. There are no adjustments to the Fund’s net assets required under ASC 740. The Fund’s 2007, 2008, 2009 and 2010 fiscal years tax returns are still open to examination by the Federal and applicable state tax authorities.

At June 30, 2011, information on the tax cost of investments was as follows:

Cost of investment for tax purposes	Gross Tax		Net tax appreciation/ (depreciation)
	Appreciation	Depreciation
33,747,622	3,385,924	(713,576)	2,672,348

As of December 31, 2010, the Fund has capital loss carryovers as indicated below. Capital loss carryovers are available to offset future realized capital gains to the

extent provided in the Internal Revenue Code and regulations thereunder. To the extent that these carryover losses are used to offset future capital gains, it is probable

18

Notes to Financial Statements June 30, 2011 (unaudited)

that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.

Amount	Expires
$      26,864	12/31/2016
7,924,617	12/31/2017

These amounts will be available to offset future taxable capital gains. Under the recently enacted Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

During the year ended December 31, 2010, the Fund utilized $778,743 of prior year capital loss carryovers.

Any net capital and currency losses incurred after October 31, within the Fund’s tax year, are deemed to arise on the first day of the Fund’s next tax year if the Fund so elects to defer such losses.

The Fund elected to defer losses incurred after October 31, 2010 as follows:

Capital	Currency
$—	$5

The tax composition of distributions paid during the years ended December 31, 2010 and December 31, 2009 were as follows:

	Ordinary Income		Long-Term Capital Gains		Total
2010	$	369,300	$	—	$	369,300
2009		439,282		—		439,282

Distributions to Shareholders The Fund declares and pays any dividends from net investment income annually. The Fund declares and pays any net realized capital gains in excess of capital loss carryforwards distributions annually. The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences include (but are not limited to) futures investments organized as partnerships for tax purposes and losses deferred due to wash sale transactions. Reclassifications due to permanent book/tax differences are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on the net asset value of the Fund. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments.

The reclassifications for the year ended December 31, 2010 were as follows:

Undistributed Net Investment Income	Accumulated Net Realized (Loss)
$37	$(37)

9. Significant Transaction

Effective April 30, 2011 the Fund closed Class 4 shares. A full redemption was made by investors in the share class at the closing net asset value.

19

Special Meeting of Shareholders — Voting Results (unaudited)

On April 1, 2011, the GE Investments Funds, Inc. (the “Company”) held a special meeting of shareholders of each series portfolio of the Company, including shareholders of the U.S. Equity Fund (the “Fund”). Shareholders of record on January 28, 2011 were entitled to vote on the proposals. For each proposal, except Proposal 1, shareholders voted on a fund-by-fund basis. For Proposal 1, shareholders of all funds voted together and not by fund or share class. At the meeting, all proposals were approved by the Fund and the following votes were recorded:

Proposal 1:

Election of Mr. R. Sheldon Johnson and Mr. Matthew J. Simpson as Directors to the Board of Directors of the Company.

Company votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		451,517,094.582		90.054	%		96.126	%
Abstain		18,195,810.391		3.629	%		3.874	%
Total		469,712,904.973		93.683	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		451,949,730.789		90.140	%		96.218	%
Abstain		17,763,174.184		3.543	%		3.782	%
Total		469,712,904.973		93.683	%		100.000	%

Fund votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		1,038,073.020		87.876	%		95.227	%
Abstain		52,025.803		4.404	%		4.773	%
Total		1,090,098.823		92.280	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		1,037,933.279		87.864	%		95.215	%
Abstain		52,165.544		4.416	%		4.785	%
Total		1,090,098.823		92.280	%		100.000	%

Proposal 2:

Approval of the use of a “manager of managers” arrangement whereby GEAM, as the Fund’s investment adviser, under certain circumstances, will be able to hire and replace sub-advisers to the Fund without obtaining shareholder approval.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		979,902.388		82.952	%		89.891	%
Against		60,018.778		5.081	%		5.506	%
Abstain		50,177.657		4.247	%		4.603	%
Broker Non-votes		—		—			—
Total		1,090,098.823		92.280	%		100.000	%

20

Special Meeting of Shareholders — Voting Results (unaudited)

Proposal 3:

Approval of the following changes in certain of the Fund’s investment policies, as follows:

A. Amendment of the Fund’s investment policy on senior securities.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		999,806.986		84.637	%		91.717	%
Against		37,504.531		3.175	%		3.441	%
Abstain		52,787.306		4.468	%		4.842	%
Broker Non-votes		—		—			—
Total		1,090,098.823		92.280	%		100.000	%

C. Amendment of the Fund’s investment policy on making loans.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		990,911.830		83.884	%		90.901	%
Against		39,733.002		3.363	%		3.645	%
Abstain		59,453.991		5.033	%		5.454	%
Broker Non-votes		—		—			—
Total		1,090,098.823		92.280	%		100.000	%

D. Amendment of the Fund’s investment policy on borrowing.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		1,028,537.301		87.069	%		94.353	%
Against		31,001.476		2.624	%		2.844	%
Abstain		30,560.046		2.587	%		2.803	%
Broker Non-votes		—		—			—
Total		1,090,098.823		92.280	%		100.000	%

E. Amendment of the Fund’s investment policy on diversification.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		1,001,264.887		84.760	%		91.851	%
Against		30,698.476		2.599	%		2.816	%
Abstain		58,135.460		4.921	%		5.333	%
Broker Non-votes		—		—			—
Total		1,090,098.823		92.280	%		100.000	%

F. Amendment of the Fund’s investment policy on concentration of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		1,005,004.360		85.077	%		92.194	%
Against		37,050.548		3.136	%		3.399	%
Abstain		48,043.915		4.067	%		4.407	%
Broker Non-votes		—		—			—
Total		1,090,098.823		92.280	%		100.000	%

21

Special Meeting of Shareholders — Voting Results (unaudited)

G. Amendment of the Fund’s investment policy on investments in commodities and its reclassification from a non-fundamental policy to a fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		997,229.395		84.419	%		91.481	%
Against		37,064.744		3.137	%		3.400	%
Abstain		55,804.684		4.724	%		5.119	%
Broker Non-votes		—		—			—
Total		1,090,098.823		92.280	%		100.000	%

H. Amendment of the Fund’s fundamental investment policy on illiquid investments and its reclassification from a fundamental policy to a non-fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		997,002.998		84.400	%		91.460	%
Against		35,537.502		3.008	%		3.260	%
Abstain		57,558.323		4.872	%		5.280	%
Broker Non-votes		—		—			—
Total		1,090,098.823		92.280	%		100.000	%

I. Elimination of the Fund’s investment policy on mortgaging, pledging and hypothecating of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		1,055,705.322		89.369	%		96.845	%
Against		11,648.112		0.986	%		1.068	%
Abstain		22,745.389		1.925	%		2.087	%
Broker Non-votes		—		—			—
Total		1,090,098.823		92.280	%		100.000	%

J. Amendment of the Fund’s investment policy on real estate investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		1,017,436.428		86.129	%		93.334	%
Against		27,002.855		2.286	%		2.477	%
Abstain		45,659.540		3.865	%		4.189	%
Broker Non-votes		—		—			—
Total		1,090,098.823		92.280	%		100.000	%

22

Additional Information (unaudited)

Information about Directors and Executive Officers:

The business and affairs of the Funds are managed under the direction of the Funds’ Board of Directors. Information pertaining to the Directors and officers of the Funds is set forth below.

Interested Directors and Executive Officers

Michael J. Cosgrove

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    62

Position(s) Held with Fund    Chairman of the Board and President

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    President and Chief Executive Officer – Mutual Funds and Intermediary Business at GEAM since March 2007; Executive Vice President of GEAM from February 1997 to March 2007; Vice President, GE Capital Corporation, an indirect wholly-owned subsidiary of GE, since December 1999; Executive Vice President – Mutual Funds of GEAM, a wholly-owned subsidiary of GE that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, since March 1993; President and Director of GE Investment Distributors, Inc., since June 2011. Director of GEAM since 1988.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Chairman of the Board and President of GE Institutional Funds since 1997; Trustee of Elfun Funds, GE Savings & Security Funds, General Relief and Loan Fund and General Electric Pension Trust since 1988; Trustee of Fordham University from 2002 to June 30, 2010 and since July 2011; Trustee of GE Volunteers since 1993; Director of GE Foundation; Director, GE Asset Management (Ireland) Limited, since February 1999, GE Asset Management Funds Plc since 1998, GE Asset Management Canada Company since 1998, GE Asset Management Limited since 1998 and GEAM since 1988; Chairman of the Board and President of GE Funds from 1993 to February 2011.

Matthew J. Simpson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    50

Position(s) Held with Fund    Director and Executive Vice President

Term of Office and Length of Time Served    Until successor is elected and qualified – 3 years

Principal Occupation(s) During Past 5 years    Executive Vice President, General Counsel and Secretary of GEAM since July 2007; Senior Vice President and General Counsel – Marketing and Client Services (formerly Asset Management Services) at GEAM and Senior Vice President and General Counsel of GE Asset Management Services from February 1997 to July 2007; Vice President and Associate General Counsel of GEAM from October 1992 to February 1997; Secretary of GE Funds from 1993 to July 2007 and Vice President from September 2003 to July 2007; Secretary of GE Institutional Funds and GE Investments Funds, Inc. from 1997 to July 2007; Secretary of Elfun Funds and GE Savings & Security Funds since July 2007; Assistant Secretary of Elfun Funds and GE Savings & Security Funds from 1998 to July 2007 and Vice President from October 2003 to July 2007.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Trustee of Elfun Funds, GE Savings & Security Funds and General Electric Pension Trust since July 2007; Trustee of GE Institutional Funds since April 2011 and Trustee of GE Funds from July 2007 to February 2011.

23

Additional Information (unaudited)

Joon Won Choe

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    41

Position(s) Held with Fund    Vice President & Secretary

Term of Office and Length of Time Served    Until successor is elected and qualified – Vice President and Secretary – less than 1 year

Principal Occupation(s) During Past 5 years    Senior Vice President and Deputy General Counsel at GEAM since March 2011; Senior Vice President and Associate General Counsel at GEAM from June 2010 to March 2011; Vice President and Associate General Counsel at GEAM from November 2005 to June 2010; Vice President and Secretary of GE Institutional Funds and GE Investments Funds, Inc. since September 2010; Vice President and Assistant Secretary of Elfun Funds and GE Savings & Security Funds since September 2010.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Robert Herlihy

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    43

Position(s) Held with Fund    Chief Compliance Officer

Term of Office and Length of Time Served    Until successor is elected and qualified — 5 years

Principal Occupation(s) During Past 5 years    Chief Compliance Officer of GEAM, GE Institutional Funds, Elfun Funds, and GE Savings and Security Funds since July 2005; Chief Compliance Officer of GE Funds from July 2005 to February 2011; and Manager of Fund Administration at GEAM from 2002 – 2005.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Arthur A. Jensen

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    44

Position(s) Held with Fund    Treasurer

Term of Office and Length of Time Served    Until successor is elected and qualified – less than 1 year

Principal Occupations(s) During Past 5 years    Treasurer of GE Institutional Funds, Elfun Funds and GE Savings and Security Funds since June 2011; Mutual Funds Controller of GEAM since April 2011; Senior Vice President at Citigroup from 2008 to 2010 and Vice President at JPMorgan from 2005 to 2008.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

24

Additional Information (unaudited)

Non-Interested Directors

John R. Costantino

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    65

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    General Partner, NGN Capital LLC since 2006; Managing Director, Vice President of Walden Capital Management since 1996.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Director of GE Institutional Funds since 1997; Trustee of Fordham University from 1989-1995 and 2001-2007 and Trustee Emeritus since 2007; Trustee of Neuroscience Research Institute since 1986; Trustee of GE Funds from 1993 to February 2011; Trustee of Gregorian University Foundation from 1992-2007; Director of Artes Medical from 2006-2008.

R. Sheldon Johnson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    64

Positions(s) Held with Fund    Director

Term of office and Length of Time served    Unit Successor is elected and qualified – less than 1 year.

Principal Occupation(s) During Past 5 years    Managing Director at Morgan Stanley & Co., Inc. from 1988 to 2006; Head of Global Institutional Equity Sales and Marketing at Morgan Stanley & Co., Inc. from 2002 to 2006.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since April 2011 and Trustee of St. Lawrence University since 2003.

Robert P. Quinn

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    75

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    Retired since 1983 from Salomon Brothers Inc.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since 1997; Trustee of St. Francis Hospital since 1980; and Trustee of GE Funds from 1993 to February 2011.

The Statement of Additional Information for the Funds includes additional information about the Directors and Officers and is available, without charge, upon request by calling 1-800-242-0134.

25

Investment Team (unaudited)

Investment Adviser and Administrator

GE Asset Management Incorporated

Board of Directors

Michael J. Cosgrove, Chairman

John R. Costantino

R. Sheldon Johnson*

Robert P. Quinn

Matthew J. Simpson

Secretary

Joon Won Choe

Assistant Secretary

Michelle Matzelle

Treasurer

Arthur A. Jensen (effective June 6, 2011)

Assistant Treasurer

Casey Yantosca

Distributor

GE Investment Distributors, Inc.

Member FINRA and SIPC

Custodian

State Street Bank & Trust Company

Officers of the Investment Adviser

Dmitri Stockton, President and Chief Executive Officer (since May 2011)†

Cheryl H. Beacock, Senior Vice President, Human Resources

George A. Bicher, Chief Risk Officer

Paul M. Colonna, President and Chief Investment Officer – Fixed Income Investments

Michael J. Cosgrove, President and Chief Executive

Officer – Mutual Funds & Intermediary Business

Ralph R. Layman, President and Chief Investment Officer – Public Equity Investments

Maureen B. Mitchell, President – Institutional Sales and Marketing

Matthew J. Simpson, Executive Vice President, General Counsel and Secretary

Don W. Torey, President – Alternative Investments

John J. Walker, Executive Vice President, Chief Operating Officer

David Wiederecht, President and Chief Investment Officer – Investment Strategies

Tracie A. Winbigler, Executive Vice President, Chief Financial Officer (since January 2011)

* Mr. Johnson was elected as a Director of the Funds effective April 1, 2011.

† Effective May 1, 2011, Mr. Stockton replaced James W. Ireland as President and Chief Executive Officer.

At GE Asset Management, we’re dedicated to providing the investment options you’ll need to tailor your financial portfolio to every stage of your life. Each member of the GE Family of Funds is managed according to the same principles of integrity and quality that have guided GE over the past century, and have made it the world-class company that it is today. Each fund draws strength from a heritage of investment management experience that spans more than 80 years. Whether you’re creating a new investment portfolio or adding to an established one, the GE Family of Funds offers an array of professionally managed investment options that will help you meet a lifetime of financial needs.

26

Investment Adviser

GE Asset Management Incorporated

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

Distributor

GE Investment Distributors, Inc.

member FINRA and SIPC

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities is available without charge (i) upon request, by calling 1-800-493-3042; (ii) on the Fund’s website at http://www.geam.com; and (iii) on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC – information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at http://www.geam.com; and (ii) on the Commission’s website at http://www.sec.gov.

GE Investments Funds, Inc.

S&P 500 Index Fund Letter from the Chairman

Michael J. Cosgrove

Chairman,

GE Investments Funds, Inc.

Dear Shareholder:

Attached is the semi-annual report for GE Investments Funds, Inc. — S&P 500 Index Fund (the “Fund”) for the six-month period ended June 30, 2011. The report contains information about the performance of the Fund and other fund-specific data, along with portfolio manager commentary.

We have provided you with an overview of the investment markets, along with our investment outlook for the coming months.

Market Overview

Most major equity indices posted positive returns in the six-month period ended June 30, 2011, despite geopolitical tensions in the Middle East and North Africa, a devastating earthquake in Japan, ongoing concerns about unresolved sovereign debt issues in peripheral Europe and elevated inflation in emerging markets. Volatility increased in May and June, however, as some measures of global economic activity weakened and uncertainties over Greece’s ability to finance and service its debt rattled the financial markets. In the U.S., concerns over the end of quantitative easing by the Federal Reserve and political wrangling over the government debt ceiling further contributed to a challenging environment. The increase in risk aversion benefited the fixed income markets as many investors sought out safer investments. Toward the end of June, the Greek Parliament passed austerity measures that seemed to calm the markets and opened the way for the next round of financing from the European Central Bank and the International Monetary Fund.

Against this backdrop, financial markets posted positive results for the six- and 12-month periods ended June 30, 2011 as represented by the index returns in the below chart.

Total Returns (%) as of June 30, 2011	6-month		12-month
U.S. equities (S&P 500 Index)		6.0		30.7
Global equities (MSCI World Index)		5.3		30.5
International equities (MSCI EAFE Index)		5.0		30.4
Small-cap U.S. equities (Russell 2000 Index)		6.2		37.4
Mid-cap U.S. equities (Russell Mid Cap Index)		8.1		38.5
U.S. fixed income (Barclays Capital U.S. Aggregate Bond Index)		2.7		3.9
U.S. short-term government fixed income (Barclays Capital 1-3 Year U.S. Government Bond Index)		0.9		1.4

Outlook

We remain constructive on the prospects for healthy global growth, although it may be at a slower pace than originally anticipated. Central banks in the U.S. and Europe remain accommodative and supply chain issues in Japan appear to have abated. There are also signs that inflation may be peaking in emerging markets as commodity prices have eased in recent months. Corporate balance sheets remain healthy and fundamentals remain intact, in our view. We believe that valuations for equities are not stretched and remain below historical averages while equity risk premiums are still high–offering the possibility for further gains. We expect that the financial markets are likely to remain volatile due to outstanding sovereign debt issues, but believe that returns are biased to the upside in the second half of the year.

Thank you for investing with GE Investments Funds.

Sincerely,

Michael J. Cosgrove

Chairman, GE Investments Funds, Inc.

July 2011

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

S&P 500 Index Fund

Mike Cosgrove is President and Chief Executive Officer — Mutual Funds and Intermediary Business at GE Asset Management Incorporated (“GEAM”). In addition to the GE Investments Funds, he is also Chairman of the Board and President of GE Institutional Funds and Director and President of GEAM’s broker-dealer which serves as underwriter and distributor for the GE Investments Funds. Mr. Cosgrove serves as a Trustee of the GE Savings & Security Funds, the GE Foundation, and the GE Pension Trust. He also serves on the Board of Directors of the Skin Cancer Foundation and is a Trustee of Fordham University. Previously Chief Financial Officer of GE Asset Management and Assistant Treasurer — GE Company, Mr. Cosgrove joined GE in 1970 and held a number of managerial positions in finance and sales in the International Operation and the GE Trading Company. He received a BS in Economics from Fordham University and an MBA from St. John’s University.

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

S&P 500 Index Fund

Semi-Annual Report

June 30, 2011

GE Investments Funds, Inc.

S&P 500 Index Fund Contents

Notes to Performance	1
Manager Review and Schedule of Investments	2
Notes to Schedule of Investments	14
Financial Statements
Financial Highlights	15
Statement of Assets and Liabilities	16
Statement of Operations	17
Statement of Changes in Net Assets	18
Notes to Financial Statements	19
Special Meeting of Shareholders — Voting Results	24
Additional Information	27
Investment Team	30

This report is prepared for Policyholders of certain variable contracts and may be distributed to others only if preceded or accompanied by the variable contract’s current prospectus and the current prospectus of the Fund available for investments thereunder.

Notes to Performance June 30, 2011 (unaudited)

The information provided on the performance pages relates to the GE Investments S&P 500 Index Fund (the “Fund”) and is unaudited.

Total returns take into account changes in share price and assume reinvestment of dividends and capital gains distributions, if any. Total returns shown are net of Fund fees and expenses but do not reflect fees and charges associated with the variable contracts such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the Fund’s total returns for all periods shown.

The performance data quoted represents past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Periods less than one year are not annualized. Please call toll-free 800-493-3042 or visit the Fund’s website at http://www.geam.com for the most recent month-end performance data.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. An investment in the Fund is subject to risk, including possible loss of principal invested.

The S&P 500^® Index is an unmanaged market capitalization-weighted index of stocks of 500 large U.S. companies, which is widely used as a measure of large-cap

U.S. stock market performance. The results shown for the foregoing index assume the reinvestment of net dividends or interest. They do not reflect the actual cost of investing in the instruments that comprise the index.

The peer universe of the underlying annuity funds used for the peer group average annual total return calculation is based on a blend of Morningstar peer categories, as shown. Morningstar is an independent mutual fund rating service. A Fund’s performance may be compared to or ranked within a universe of mutual funds with investment objectives and policies similar but not necessarily identical to that of the Fund.

The S&P 500 Index Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s, and Standard & Poor’s makes no representation or warranty, express or implied, to the investors of the Fund or any member of the public regarding the advisability of investing in the securities generally or in this Fund particularly or the ability of the S&P 500 Index Fund to track general stock market performance.

^©2011 Morningstar, Inc. All Rights Reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damage or losses relating from any use of this information. Past performance is no guarantee of future results.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc. and a wholly owned subsidiary of GE Asset Management Incorporated, the investment adviser of the Fund.

1

S&P 500 Index Fund (unaudited)

SSgA Funds Management, Inc. (“SSgA FM”) is the sub-adviser to the S&P 500 Index Fund. SSgA FM is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended, and is a wholly owned subsidiary of State Street Corporation. The Fund is managed by a team of portfolio managers composed of the following members: Karl Schneider and John Tucker.

Karl A. Schneider, CAIA is a Vice President of SSgA FM and Head of US Equity Strategies for the Global Equity Beta Solutions Team (GEBS), where in addition to overseeing the management of the US equity index strategies, he also serves as a portfolio manager for a number of the group’s passive equity portfolios. Previously with (GEBS), he served as a portfolio manager and product specialist for synthetic beta strategies, including commodities, buy/write, and hedge fund replication. Karl is also a member of the SSgA Derivatives Committee. Prior to joining GEBS, Karl worked as a portfolio manager in SSgA’s Currency Management Group, managing both active currency selection and traditional passive hedging overlay portfolios. He joined State Street in 1996. Karl holds a BS in Finance and Investments from Babson College and also an MS in Finance from Boston College. He has earned the Chartered Alternative Investment Analyst designation and is a member of the CAIA Association.

John Tucker, CFA is a Managing Director of SSgA FM and Co-Head of Passive Equity Strategies in North America. John is responsible for overseeing the management of all equity index strategies and exchange traded funds managed in Boston and Montreal. He is a member of the Senior Management Group. Previously, John was head of the Structured Products group in SSgA’s London office, where he was responsible for the management of all index strategies in the firm’s second largest investment center. Prior to joining the investment management group, he was the Operations Manager for SSgA’s International Structured Products group, where he was responsible for the operations staff and functions. He joined State Street in 1988. John received a BA from Trinity College and an MS in Finance from Boston College. He has also earned the Chartered Financial Analyst designation and is a member of the Boston Security Analysts Society and the CFA Institute.

Q. How did the S&P 500 Index Fund perform compared to its benchmark and Morningstar peer group for the six-month period ended June 30, 2011?

A. For the six-month period ended June 30, 2011, the S&P 500 Index Fund returned 5.86% for Class 1 shares. The S&P 500 Index, the Fund’s benchmark, returned

6.02% and the Fund’s Morningstar peer group of 384 U.S. Insurance Large Growth funds returned an average of 5.25% over the same period.

Q. What market conditions affected Fund performance?

A. During the buoyant first quarter of 2011, global financial markets navigated turmoil in the Arab world and earthquake devastation in Japan with impressive resilience. But a surge in weekly U.S. unemployment claims and downbeat data on the soggy U.S. housing market soon made many investors wary. Core inflation also continued its steady climb, dampening investor hopes that the Federal Reserve might soon introduce a new round of asset purchases after the expiration of QE2. The only relief for equity holders came late in the quarter with the announcement that crude oil in storage would be allocated to the marketplace, as well as sovereign debt developments in Europe, which provided an additional boost to sentiment.

Q. What were the primary drivers of Fund performance?

A. By utilizing a passive, full replication investment style, the Fund owned the same stocks and sectors in approximately the same weights as the S&P 500 Index, and was not materially impacted by IPOs, M&A activity, or strategies which are not the principal strategy of the Fund. As of June 30, 2011, the four largest sectors in the S&P 500 Index were information technology (17.3%), financials (14.7%), energy (12.3%), and health care (11.4%). The highest returning sector for the last six months was health care (+13%) followed by energy (+11%). The lowest returning sectors were financials (-3%) and information technology (+2%).

Q. Were there any significant changes in the Fund during the period?

A. Over the last six months there were 10 index addition/deletion changes announced by Standard & Poor’s that impacted the Fund. Not all the additions and deletions were bought and sold in the Fund, however, many changes were as a result of a merger or acquisition, or a spin-off involving another S&P 500 constituent. Additionally, there were numerous index share changes throughout the period, as well as at each quarter’s end. Many of the share changes also required no trading, as the weight change within the portfolio was negligible.

2

S&P 500 Index Fund (unaudited)

Understanding Your Fund’s Expenses

As a shareholder of the Fund you incur ongoing costs. Ongoing costs include portfolio management fees, distribution and services fees, professional fees, administrative fees and other Fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended June 30, 2011.

Actual Expenses

The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the

number given for your class under the heading “Expenses paid during period.”

Hypothetical Example for Comparison Purposes

The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholders reports of other funds.

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transaction costs, such as sales charges or redemption fees, if any. Additionally, the expenses shown do not reflect the fees or charges associated with variable contracts through which shares of the Fund are offered.

January 1, 2011 – June 30, 2011

	Account value at the beginning of the period ($)		Account value at the end of the period ($)		Expenses paid during the period ($)*
Actual Fund Return**
Class 1		1,000.00		1,058.56		1.89
Hypothetical 5% Return (2.5% for the period)
Class 1		1,000.00		1,022.70		1.86

* Expenses are equal to the Fund’s annualized expense ratio of 0.37% (for the period January 1, 2011—June 30, 2011), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the six month period).

** Actual Fund Return for the six-month period ended June 30, 2011 was: 5.86%. Past performance does not guarantee future results.

3

S&P 500 Index Fund (unaudited)

Investment Profile

A mutual fund designed for investors who seek growth of capital and accumulation of income that corresponds to the investment return of the S&P 500^® Composite Stock Index (S&P 500 Index). The Fund seeks its objective by seeking to replicate the return of the S&P 500^® Index while holding transaction costs low and minimizing portfolio turnover.

Morningstar Performance Comparison

Based on average annual returns for periods ended June 30, 2011

	Six Month**		One Year		Five Year		Ten Year
Number of Funds in peer group:		384		384		353		276
Peer group average annual total return:		5.25%		29.38%		2.47%		2.44%
Morningstar category in peer group : U.S. Insurance Large Blend

Sector Allocation

as a % of Fair Value of $207,269 (in thousands) on June 30, 2011^(a)(b)

Top Ten Largest Holdings

as of June 30, 2011 (as a % of Fair Value)^(b)(c)

Exxon Mobil Corp.	3.26%
Apple Inc.	2.52%
International Business Machines Corp.	1.69%
Chevron Corp.	1.68%
General Electric Co.	1.62%
Microsoft Corp.	1.57%
AT&T Inc.	1.51%
Johnson & Johnson	1.48%
The Procter & Gamble Co.	1.44%
Pfizer Inc.	1.32%

Change in Value of a $10,000 Investment

Class 1 Shares

Average Annual Total Returns

for the Periods Ended June 30, 2011

Class 1 Shares (Inception date 4/15/85)

	Six Month**		One Year		Five Year		Ten Year		Ending value of a $10,000 investment
S&P 500 Index Fund		5.86%		30.45%		2.60%		2.36%	$	12,633
S&P 500 Index		6.02%		30.69%		2.94%		2.72%	$	13,076

(a) The securities information regarding holdings, allocations and other characteristics is presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security.

(b) Fair value basis is inclusive of Short-Term Investment in GE Institutional Money Market Fund.

*Less than 0.01%

**Total returns for the six month period ended June 30, 2011 are not annualized.

See Notes to Performance on page 1 for further information, including an explanation of Morningstar peer categories.

Past performance does not predict future performance and the graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares and does not reflect the fees or charges that would be associated with variable contracts through which shares of the Fund are offered.

4

S&P 500 Index Fund

Schedule of Investments June 30, 2011 (unaudited)

S&P 500 Index Fund

	Number of Shares		Fair Value
Common Stock — 97.5%†
Advertising — 0.2%
Omnicom Group Inc.		4,680	$	225,389
The Interpublic Group of companies Inc.		8,730		109,125
				334,514
Aerospace & Defense — 2.8%
General Dynamics Corp.		6,167		459,565
Goodrich Corp.		2,184		208,572
Honeywell International Inc.		13,043		777,232
ITT Corp.		3,026		178,322
L-3 Communications Holdings Inc.		1,800		157,410
Lockheed Martin Corp.		4,752		384,769
Northrop Grumman Corp.		4,922		341,341
Precision Castparts Corp.		2,400		395,160
Raytheon Co.		5,969		297,555
Rockwell Collins Inc.		2,568		158,420
Textron Inc.		5,025		118,640
The Boeing Co.		12,286		908,304	(d)
United Technologies Corp.		15,572		1,378,278	(d)
				5,763,568
Agricultural Products — 0.2%
Archer-Daniels-Midland Co.		11,386		343,288
Air Freight & Logistics — 1.0%
CH Robinson Worldwide Inc.		2,700		212,868
Expeditors International of Washington Inc.		3,500		179,165
FedEx Corp.		5,411		513,233
United Parcel Service Inc.		16,496		1,203,053
				2,108,319
Airlines — 0.1%
Southwest Airlines Co.		12,949		147,878
Aluminum — 0.1%
Alcoa Inc.		18,040		286,114	(d)
Apparel Retail — 0.5%
Abercrombie & Fitch Co.		1,600		107,072
Ltd Brands Inc.		4,488		172,564
Ross Stores Inc.		1,900		152,228
The Gap Inc.		7,079		128,130
TJX companies Inc.		6,780		356,153
Urban Outfitters Inc.		2,400		67,560	(a)
				983,707
Apparel, Accessories & Luxury Goods — 0.3%
Coach Inc.		4,800		306,864

	Number of Shares		Fair Value
Polo Ralph Lauren Corp.		1,000	$	132,610
VF Corp.		1,402		152,201
				591,675
Application Software — 0.6%
Adobe Systems Inc.		8,784		276,257	(a,d)
Autodesk Inc.		3,948		152,393	(a)
Citrix Systems Inc.		3,100		248,000	(a)
Compuware Corp.		4,100		40,016	(a)
Intuit Inc.		4,500		233,370	(a)
Salesforce.com Inc.		2,000		297,960	(a)
				1,247,996
Asset Management & Custody Banks — 1.2%
Ameriprise Financial Inc.		4,004		230,951
BlackRock Inc.		1,600		306,896
Federated Investors Inc.		1,500		35,760
Franklin Resources Inc.		2,500		328,225
Invesco Ltd.		8,000		187,200
Janus Capital Group Inc.		3,400		32,096
Legg Mason Inc.		2,900		95,004
Northern Trust Corp.		4,200		193,032
State Street Corp.		8,200		369,738	(c)
T Rowe Price Group Inc.		4,400		265,496
The Bank of New York Mellon Corp.		21,303		545,783
				2,590,181
Auto Parts & Equipment — 0.2%
Johnson Controls, Inc.		11,446		476,840
Automobile Manufacturers — 0.4%
Ford Motor Co.		63,027		869,142	(a)
Automotive Retail — 0.2%
AutoNation Inc.		1,286		47,080	(a)
AutoZone Inc.		394		116,171	(a)
CarMax Inc.		3,800		125,666	(a)
O’Reilly Automotive Inc.		2,400		157,224	(a)
				446,141
Biotechnology — 1.2%
Amgen Inc.		15,522		905,709	(a,d)
Biogen Idec Inc.		4,000		427,680	(a)
Celgene Corp.		7,663		462,232	(a)
Cephalon Inc.		1,200		95,880	(a)
Gilead Sciences Inc.		13,549		561,064	(a)
				2,452,565
Brewers — 0.1%
Molson Coors Brewing Co.		2,698		120,709
Broadcasting — 0.3%
CBS Corp.		11,709		333,589
Discovery Communications Inc. (Class A)		4,500		184,320	(a)
Scripps Networks Interactive Inc.		1,600		78,208
				596,117

See Notes to Schedule of Investments and Notes to Financial Statements.

5

S&P 500 Index Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Building Products — 0.0%*
Masco Corp.		5,990	$	72,060
Cable & Satellite — 1.2%
Cablevision Systems Corp.		3,900		141,219
Comcast Corp. (Class A)		46,358		1,174,712
DIRECTV		12,800		650,496	(a)
Time Warner Cable Inc.		5,696		444,516
				2,410,943
Casinos & Gaming — 0.1%
International Game Technology		5,500		96,690
Wynn Resorts Ltd.		1,300		186,602
				283,292
Coal & Consumable Fuels — 0.3%
Alpha Natural Resources Inc.		3,900		177,216	(a)
Consol Energy Inc.		3,900		189,072
Peabody Energy Corp.		4,679		275,640
				641,928
Commercial Printing — 0.0%*
RR Donnelley & Sons Co.		3,599		70,576
Communications Equipment — 1.9%
Cisco Systems Inc.		92,464		1,443,363	(d)
F5 Networks Inc.		1,300		143,325	(a)
Harris Corp.		2,100		94,626
JDS Uniphase Corp.		3,650		60,809	(a)
Juniper Networks Inc.		8,700		274,050	(a)
Motorola Mobility Holdings Inc.		4,943		108,944	(a)
Motorola Solutions Inc.		5,735		264,039	(a)
QUALCOMM Inc.		28,029		1,591,767
Tellabs Inc.		7,652		35,276
				4,016,199
Computer & Electronics Retail — 0.1%
Best Buy Company Inc.		5,600		175,896
GameStop Corp.		2,300		61,341	(a)
				237,237
Computer Hardware — 3.3%
Apple Inc.		15,589		5,232,760	(a)
Dell Inc.		27,728		462,226	(a)
Hewlett-Packard Co.		34,849		1,268,504
				6,963,490
Computer Storage & Peripherals — 0.8%
EMC Corp.		34,514		950,861	(a)
Lexmark International Inc.		1,400		40,964	(a)
NetApp Inc.		6,200		327,236	(a)
SanDisk Corp.		3,800		157,700	(a)
Western Digital Corp.		3,800		138,244	(a)
				1,615,005

	Number of Shares		Fair Value
Construction & Engineering — 0.2%
Fluor Corp.		2,878	$	186,091
Jacobs Engineering Group Inc.		2,300		99,475	(a)
Quanta Services Inc.		4,000		80,800	(a)
				366,366
Construction & Farm Machinery & Heavy Trucks — 1.2%
Caterpillar Inc.		10,832		1,153,175
Cummins Inc.		3,256		336,963
Deere & Co.		6,940		572,203
Joy Global Inc.		1,800		171,432
PACCAR Inc.		6,203		316,911
				2,550,684
Construction Materials — 0.0%*
Vulcan Materials Co.		2,400		92,472
Consumer Electronics — 0.0%*
Harman International Industries Inc.		1,200		54,684
Consumer Finance — 0.8%
American Express Co.		17,391		899,115	(d)
Capital One Financial Corp.		7,525		388,817
Discover Financial Services		9,598		256,746
SLM Corp.		9,100		152,971
				1,697,649
Data Processing & Outsourced Services — 1.2%
Automatic Data Processing Inc.		8,480		446,726
Computer Sciences Corp.		2,882		109,401
Fidelity National Information Services Inc.		4,700		144,713
Fiserv Inc.		2,378		148,934	(a)
Mastercard Inc.		1,600		482,144
Paychex Inc.		5,125		157,440
The Western Union Co.		10,524		210,796
Total System Services Inc.		2,902		53,919
Visa Inc.		8,000		674,080
				2,428,153
Department Stores — 0.4%
JC Penney Company Inc.		3,787		130,803
Kohl’s Corp.		5,000		250,050
Macy’s Inc.		7,030		205,557
Nordstrom Inc.		2,892		135,750
Sears Holdings Corp.		819		58,509	(a)
				780,669
Distillers & Vintners — 0.1%
Brown-Forman Corp.		1,747		130,483
Constellation Brands Inc.		3,500		72,870	(a)
				203,353
Distributors — 0.1%
Genuine Parts Co.		2,496		135,782

See Notes to Schedule of Investments and Notes to Financial Statements.

6

S&P 500 Index Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Diversified Chemicals — 1.0%
Eastman Chemical Co.		1,159	$	118,299
EI du Pont de Nemours & Co.		15,361		830,262
FMC Corp.		1,100		94,622
PPG Industries Inc.		2,737		248,492
The Dow Chemical Co.		19,494		701,784
				1,993,459
Diversified Financial Services — 4.8%
Bank of America Corp.		169,529		1,858,038
Citigroup Inc.		49,170		2,047,439
Comerica Inc.		2,756		95,275
JPMorgan Chase & Co.		66,850		2,736,839	(d)
US BanCorp		32,009		816,550
Wells Fargo & Co.		89,002		2,497,396
				10,051,537
Diversified Metals & Mining — 0.4%
Freeport-McMoRan Copper & Gold Inc.		15,810		836,349
Titanium Metals Corp.		1,600		29,312
				865,661
Diversified REITs — 0.1%
Vornado Realty Trust		2,847		265,283
Diversified Support Services — 0.1%
Cintas Corp.		1,900		62,757
Iron Mountain Inc.		3,500		119,315
				182,072
Drug Retail — 0.7%
CVS Caremark Corp.		22,827		857,839
Walgreen Co.		15,413		654,436
				1,512,275
Education Services — 0.1%
Apollo Group Inc.		1,900		82,992	(a)
DeVry Inc.		1,200		70,956
				153,948
Electric Utilities — 1.8%
American Electric Power Company Inc.		8,325		313,686	(d)
Duke Energy Corp.		21,809		410,663
Edison International		5,242		203,128
Entergy Corp.		3,085		210,644
Exelon Corp.		10,952		469,184
FirstEnergy Corp.		7,054		311,434
NextEra Energy Inc.		7,262		417,275
Northeast Utilities		3,100		109,027
Pepco Holdings Inc.		4,000		78,520
Pinnacle West Capital Corp.		1,900		84,702
PPL Corp.		9,544		265,610
Progress Energy Inc.		4,856		233,137
Southern Co.		14,358		579,776
				3,686,786

	Number of Shares		Fair Value
Electrical Components & Equipment — 0.5%
Emerson Electric Co.		12,838	$	722,138
Rockwell Automation Inc.		2,468		214,124
Roper Industries Inc.		1,600		133,280
				1,069,542
Electronic Components — 0.3%
Amphenol Corp.		3,000		161,970
Corning Inc.		25,939		470,793
				632,763
Electronic Equipment & Instruments — 0.0%*
FLIR Systems Inc.		2,700		91,017
Electronic Manufacturing Services — 0.1%
Jabil Circuit Inc.		2,900		58,580
Molex Inc.		2,650		68,290
				126,870
Environmental & Facilities Services — 0.3%
Republic Services Inc.		5,450		168,132
Stericycle Inc.		1,400		124,768	(a)
Waste Management Inc.		8,303		309,453
				602,353
Fertilizers & Agricultural Chemicals — 0.4%
CF Industries Holdings Inc.		1,270		179,921
Monsanto Co.		9,123		661,782	(d)
				841,703
Food Distributors — 0.2%
Sysco Corp.		10,044		313,172
Food Retail — 0.3%
Safeway Inc.		6,200		144,894
SUPERVALU Inc.		3,213		30,234
The Kroger Co.		10,066		249,637
Whole Foods Market Inc.		2,300		145,935
				570,700
Footwear — 0.3%
NIKE Inc.		6,310		567,774
Gas Utilities — 0.1%
Nicor Inc.		843		46,146
Oneok Inc.		1,900		140,619
				186,765
General Merchandise Stores — 0.3%
Big Lots Inc.		1,400		46,410	(a)
Family Dollar Stores Inc.		2,300		120,888
Target Corp.		11,549		541,764
				709,062

See Notes to Schedule of Investments and Notes to Financial Statements.

7

S&P 500 Index Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Gold — 0.2%
Newmont Mining Corp.		8,128	$	438,668
Healthcare Distributors — 0.4%
AmerisourceBergen Corp.		4,661		192,965
Cardinal Health Inc.		5,751		261,210
McKesson Corp.		4,202		351,497
Patterson companies Inc.		1,700		55,913
				861,585
Healthcare Equipment — 1.8%
Baxter International Inc.		9,529		568,786	(d)
Becton Dickinson and Co.		3,788		326,412
Boston Scientific Corp.		24,843		171,665	(a)
CareFusion Corp.		3,375		91,699	(a)
Covidien PLC		8,100		431,163
CR Bard Inc.		1,502		165,010
Edwards Lifesciences Corp.		2,000		174,360	(a)
Intuitive Surgical Inc.		620		230,708	(a)
Medtronic Inc.		17,832		687,067
St Jude Medical Inc.		5,492		261,859
Stryker Corp.		5,852		343,454
Varian Medical Systems Inc.		1,900		133,038	(a)
Zimmer Holdings Inc.		3,300		208,560	(a)
				3,793,781
Healthcare Facilities — 0.0%*
Tenet Healthcare Corp.		7,895		49,265	(a)
Healthcare Services — 0.6%
DaVita Inc.		1,700		147,237	(a)
Express Scripts Inc.		8,900		480,422	(a)
Laboratory Corporation of America Holdings		1,600		154,864	(a)
Medco Health Solutions Inc.		6,666		376,762	(a)
Quest Diagnostics Inc.		2,600		153,660
				1,312,945
Healthcare Supplies — 0.0%*
DENTSPLY International Inc.		2,500		95,200
Healthcare Technology — 0.1%
Cerner Corp.		2,600		158,886
Home Building — 0.1%
DR Horton Inc.		5,600		64,512
Lennar Corp.		3,200		58,080
Pulte Group Inc.		6,435		49,292	(a)
				171,884
Home Entertainment Software — 0.1%
Electronic Arts Inc.		6,100		143,960	(a)
Home Furnishing Retail — 0.1%
Bed Bath & Beyond Inc.		4,400		256,828	(a)

	Number of Shares		Fair Value
Home Furnishings — 0.0%*
Leggett & Platt Inc.		2,700	$	65,826
Home Improvement Retail — 0.7%
Home Depot Inc.		26,733		968,269
Lowe’s companies Inc.		21,702		505,874
				1,474,143
Hotels, Resorts & Cruise Lines — 0.3%
Carnival Corp.		7,200		270,936
Marriott International Inc.		5,114		181,496
Starwood Hotels & Resorts Worldwide Inc.		3,200		179,328
Wyndham Worldwide Corp.		2,849		95,869
				727,629
Household Appliances — 0.0%*
Whirlpool Corp.		1,143		92,949
Household Products — 2.1%
Clorox Co.		2,384		160,777
Colgate-Palmolive Co.		8,372		731,797
Kimberly-Clark Corp.		6,836		455,004	(d)
The Procter & Gamble Co.		46,973		2,986,074
				4,333,652
Housewares & Specialties — 0.1%
Fortune Brands Inc.		2,541		162,040
Newell Rubbermaid Inc.		5,156		81,362
				243,402
Human Resource & Employment Services — 0.0%*
Robert Half International Inc.		2,600		70,278
Hypermarkets & Super Centers — 1.1%
Costco Wholesale Corp.		7,217		586,309
Wal-Mart Stores Inc.		32,087		1,705,103
				2,291,412
Independent Power Producers & Energy Traders — 0.2%
Constellation Energy Group Inc.		3,403		129,178
NRG Energy Inc.		4,400		108,152	(a)
The AES Corp.		10,600		135,044	(a)
				372,374
Industrial Conglomerates — 2.3%
3M Co.		11,880		1,126,818
General Electric Co.		178,162		3,360,135	(f)
Tyco International Ltd.		8,100		400,383
				4,887,336
Industrial Gases — 0.5%
Air Products & Chemicals Inc.		3,632		347,147	(d)
Airgas Inc.		1,100		77,044

See Notes to Schedule of Investments and Notes to Financial Statements.

8

S&P 500 Index Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Praxair Inc.		5,165	$	559,834
				984,025
Industrial Machinery — 1.2%
Danaher Corp.		8,900		471,611
Dover Corp.		3,158		214,112
Eaton Corp.		5,900		303,555
Flowserve Corp.		1,000		109,890
Illinois Tool Works Inc.		8,227		464,743
Ingersoll-Rand PLC		5,400		245,214
Pall Corp.		1,778		99,977
Parker Hannifin Corp.		2,672		239,785
Snap-On Inc.		1,009		63,042
Stanley Black & Decker Inc.		2,692		193,959
				2,405,888
Industrial REITs — 0.1%
Prologis Inc.		7,299		261,596
Insurance Brokers — 0.3%
AON Corp.		5,436		278,867
Marsh & McLennan companies Inc.		8,853		276,125
				554,992
Integrated Oil & Gas — 7.1%
Chevron Corp.		33,858		3,481,957
ConocoPhillips		23,919		1,798,470
Exxon Mobil Corp.		82,993		6,753,970	(d)
Hess Corp.		5,070		379,033	(d)
Marathon Oil Corp.		11,842		623,837
Murphy Oil Corp.		3,300		216,678
Occidental Petroleum Corp.		13,779		1,433,567
				14,687,512
Integrated Telecommunication Services — 2.7%
AT&T Inc.		99,780		3,134,090
CenturyLink Inc.		10,299		416,389
Frontier Communications Corp.		16,974		136,980
Verizon Communications Inc.		47,367		1,763,473
Windstream Corp.		8,843		114,605
				5,565,537
Internet Retail — 0.9%
Amazon.com Inc.		6,000		1,226,940	(a)
Expedia Inc.		3,600		104,364
NetFlix Inc.		700		183,883	(a)
priceline.com Inc.		820		419,783	(a)
				1,934,970
Internet Software & Services — 1.6%
Akamai Technologies Inc.		3,400		106,998	(a)
eBay Inc.		19,000		613,130	(a)
Google Inc.		4,224		2,138,949
Monster Worldwide Inc.		2,700		39,582	(a)
VeriSign Inc.		3,162		105,801
Yahoo! Inc.		21,489		323,195	(a)
				3,327,655

	Number of Shares		Fair Value
Investment Banking & Brokerage — 1.0%
E*Trade Financial Corp.		3,440	$	47,472	(a)
Morgan Stanley		25,696		591,265
The Charles Schwab Corp.		17,311		284,766
The Goldman Sachs Group Inc.		8,699		1,157,750
				2,081,253
IT Consulting & Other Services — 2.0%
Cognizant Technology Solutions Corp.		5,100		374,034	(a)
International Business Machines Corp.		20,430		3,504,766
SAIC Inc.		5,200		87,464	(a)
Teradata Corp.		3,000		180,600	(a)
				4,146,864
Leisure Products — 0.1%
Hasbro Inc.		2,196		96,470
Mattel Inc.		5,851		160,844
				257,314
Life & Health Insurance — 1.1%
Aflac Inc.		8,000		373,440
Lincoln National Corp.		5,642		160,741
MetLife Inc.		17,973		788,475
Principal Financial Group Inc.		5,200		158,184
Prudential Financial Inc.		8,000		508,720
Torchmark Corp.		1,272		81,586
Unum Group		5,489		139,860
				2,211,006
Life Sciences Tools & Services — 0.5%
Agilent Technologies Inc.		5,885		300,782	(a)
Life Technologies Corp.		3,003		156,366	(a)
PerkinElmer Inc.		2,310		62,162
Thermo Fisher Scientific Inc.		6,628		426,777	(a)
Waters Corp.		1,500		143,610	(a)
				1,089,697
Managed Healthcare — 1.1%
Aetna Inc.		6,608		291,347
CIGNA Corp.		4,789		246,298
Coventry Healthcare Inc.		2,800		102,116	(a)
Humana Inc.		2,727		219,633
UnitedHealth Group Inc.		18,276		942,676
WellPoint Inc.		6,200		488,374
				2,290,444
Metal & Glass Containers — 0.1%
Ball Corp.		2,732		105,073
Owens-Illinois Inc.		3,100		80,011	(a)
				185,084
Motorcycle Manufacturers — 0.1%
Harley-Davidson Inc.		3,700		151,589

See Notes to Schedule of Investments and Notes to Financial Statements.

9

S&P 500 Index Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Movies & Entertainment — 1.5%
News Corp.		37,900	$	670,830
The Walt Disney Co.		31,720		1,238,349
Time Warner Inc.		18,138		659,679
Viacom Inc.		9,913		505,563
				3,074,421
Multi-Line Insurance — 0.4%
American International Group Inc.		7,525		220,633	(a)
Assurant Inc.		1,800		65,286
Genworth Financial Inc.		8,400		86,352	(a)
Hartford Financial Services Group Inc.		7,404		195,243
Loews Corp.		5,366		225,855
				793,369
Multi-Sector Holdings — 0.1%
Leucadia National Corp.		3,100		105,710
Multi-Utilities — 1.3%
Ameren Corp.		3,842		110,803
CenterPoint Energy Inc.		7,618		147,408
CMS Energy Corp.		4,700		92,543
Consolidated Edison Inc.		4,907		261,249
Dominion Resources Inc.		10,000		482,700
DTE Energy Co.		3,066		153,361
Integrys Energy Group Inc.		1,531		79,367
NiSource Inc.		5,115		103,579
PG&E Corp.		6,454		271,262
Public Service Enterprise Group Inc.		8,492		277,179
SCANA Corp.		2,100		82,677
Sempra Energy		4,075		215,486
TECO Energy Inc.		3,600		68,004
Wisconsin Energy Corp.		3,800		119,130
Xcel Energy Inc.		8,480		206,064
				2,670,812
Office Electronics — 0.1%
Xerox Corp.		22,747		236,796
Office REITs — 0.1%
Boston Properties Inc.		2,500		265,400
Office Services & Supplies — 0.1%
Avery Dennison Corp.		2,055		79,385
Pitney Bowes Inc.		3,632		83,500
				162,885
Oil & Gas Drilling — 0.3%
Diamond Offshore Drilling Inc.		1,300		91,533
Helmerich & Payne Inc.		1,900		125,628
Nabors Industries Ltd.		4,500		110,880	(a)
Noble Corp.		4,000		157,640
Rowan companies Inc.		2,177		84,489	(a)
				570,170

	Number of Shares		Fair Value
Oil & Gas Equipment & Services — 2.1%
Baker Hughes Inc.		7,432	$	539,266
Cameron International Corp.		4,300		216,247	(a)
FMC Technologies Inc.		4,186		187,491
Halliburton Co.		15,591		795,141
National Oilwell Varco Inc.		7,200		563,112
Schlumberger Ltd.		22,846		1,973,894
				4,275,151
Oil & Gas Exploration & Production — 2.1%
Anadarko Petroleum Corp.		8,456		649,083
Apache Corp.		6,348		783,280
Cabot Oil & Gas Corp.		1,900		125,989
Chesapeake Energy Corp.		11,400		338,466
Denbury Resources Inc.		6,700		134,000	(a)
Devon Energy Corp.		7,292		574,682
EOG Resources Inc.		4,500		470,475
EQT Corp.		2,614		137,287
Newfield Exploration Co.		2,300		156,446	(a)
Noble Energy Inc.		2,900		259,927
Pioneer Natural Resources Co.		1,900		170,183
QEP Resources Inc.		2,900		121,307
Range Resources Corp.		2,900		160,950
Southwestern Energy Co.		6,100		261,568	(a)
				4,343,643
Oil & Gas Refining & Marketing — 0.2%
Sunoco Inc.		1,976		82,419
Tesoro Corp.		2,300		52,693	(a)
Valero Energy Corp.		9,700		248,029
				383,141
Oil & Gas Storage & Transportation — 0.4%
El Paso Corp.		12,682		256,176
Spectra Energy Corp.		10,977		300,880
The Williams companies Inc.		9,586		289,976
				847,032
Packaged Foods & Meats — 1.6%
Campbell Soup Co.		3,115		107,623
ConAgra Foods Inc.		6,668		172,101
Dean Foods Co.		3,700		45,399	(a)
General Mills Inc.		10,462		389,396
HJ Heinz Co.		5,297		282,224
Hormel Foods Corp.		2,200		65,582
Kellogg Co.		4,290		237,323
Kraft Foods Inc.		29,190		1,028,364
McCormick & Company Inc.		2,300		114,011
Mead Johnson Nutrition Co.		3,450		233,048
Sara Lee Corp.		9,557		181,487
The Hershey Co.		2,584		146,900
The JM Smucker Co.		1,917		146,535
Tyson Foods Inc.		5,400		104,868
				3,254,861

See Notes to Schedule of Investments and Notes to Financial Statements.

10

S&P 500 Index Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Paper Packaging — 0.1%
Bemis Company Inc.		1,962	$	66,276
Sealed Air Corp.		2,814		66,945
				133,221
Paper Products — 0.1%
International Paper Co.		7,575		225,886
MeadWestvaco Corp.		2,500		83,275
				309,161
Personal Products — 0.2%
Avon Products Inc.		7,428		207,984
The Estee Lauder companies Inc.		1,900		199,861
				407,845
Pharmaceuticals — 5.6%
Abbott Laboratories		26,204		1,378,854	(d)
Allergan Inc.		5,255		437,479
Bristol-Myers Squibb Co.		28,318		820,089	(d)
Eli Lilly & Co.		17,443		654,636
Forest Laboratories Inc.		4,700		184,898	(a)
Hospira Inc.		2,639		149,526	(a)
Johnson & Johnson		46,186		3,072,293
Merck & Company Inc.		51,645		1,822,552
Mylan Inc.		6,965		171,827	(a)
Pfizer Inc.		133,014		2,740,088
Watson Pharmaceuticals Inc.		2,000		137,460	(a)
				11,569,702
Property & Casualty Insurance — 1.9%
ACE Ltd.		5,700		375,174
Berkshire Hathaway Inc.		28,969		2,241,911	(a)
Chubb Corp.		5,094		318,935
CIncinnati Financial Corp.		2,692		78,553
The Allstate Corp.		9,186		280,449	(d)
The Progressive Corp.		11,273		241,017
The Travelers companies Inc.		6,999		408,602
XL Group Plc		5,300		116,494
				4,061,135
Publishing — 0.2%
Gannett Company Inc.		4,808		68,851
The McGraw-Hill companies Inc.		5,421		227,194
The Washington Post Co.		90		37,705
				333,750
Rail Roads — 0.9%
CSX Corp.		18,417		482,894
Norfolk Southern Corp.		6,118		458,422
Union Pacific Corp.		8,137		849,503
				1,790,819
Real Estate Services — 0.1%
CB Richard Ellis Group Inc. (REIT)		4,900		123,039	(a)

	Number of Shares		Fair Value
Regional Banks — 1.0%
BB&T Corp.		11,700	$	314,028
Fifth Third Bancorp		14,816		188,904
First Horizon National Corp.		4,055		38,685
Huntington Bancshares Inc.		13,934		91,407
KeyCorp		15,228		126,849
M&T Bank Corp.		2,200		193,490
Marshall & Ilsley Corp.		10,298		82,075
PNC Financial Services Group Inc.		8,704		518,845
Regions Financial Corp.		21,568		133,722
SunTrust Banks Inc.		9,229		238,108
Zions Bancorp.		2,500		60,025
				1,986,138
Research & Consulting Services — 0.1%
Dun & Bradstreet Corp.		900		67,986
Equifax Inc.		1,800		62,496
				130,482
Residential REITs — 0.3%
Apartment Investment & Management Co.		2,431		62,063
AvalonBay Communities Inc.		1,501		192,728
Equity Residential		5,000		300,000
				554,791
Restaurants — 1.3%
Chipotle Mexican Grill Inc.		500		154,095	(a)
Darden Restaurants Inc.		2,429		120,867
McDonald’s Corp.		17,490		1,474,757
Starbucks Corp.		12,298		485,648
Yum! Brands Inc.		7,729		426,950
				2,662,317
Retail REITs — 0.3%
Kimco Realty Corp.		6,500		121,160
Simon Property Group Inc.		5,037		585,450
				706,610
Semiconductor Equipment — 0.3%
Applied Materials Inc.		23,100		300,531	(d)
KLA-Tencor Corp.		2,800		113,344
MEMC Electronic Materials Inc.		4,500		38,385	(a)
Novellus Systems Inc.		1,700		61,438	(a)
Teradyne Inc.		3,600		53,280	(a)
				566,978
Semiconductors — 2.1%
Advanced Micro Devices Inc.		10,074		70,417	(a,d)
Altera Corp.		5,200		241,020
Analog Devices Inc.		5,200		203,528
Broadcom Corp.		8,250		277,530
First Solar Inc.		1,010		133,593	(a)
Intel Corp.		89,265		1,978,112	(d)
Linear Technology Corp.		3,800		125,476
LSI Corp.		10,092		71,855	(a)

See Notes to Schedule of Investments and Notes to Financial Statements.

11

S&P 500 Index Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Microchip Technology Inc.		3,000	$	113,730
Micron Technology Inc.		15,254		114,100	(a)
National Semiconductor Corp.		3,766		92,681
NVIDIA Corp.		9,300		148,195	(a)
Texas Instruments Inc.		19,451		638,576
Xilinx Inc.		4,187		152,700
				4,361,513
Soft Drinks — 2.3%
Coca-Cola Enterprises Inc.		5,318		155,179
Dr Pepper Snapple Group Inc.		3,700		155,141
PepsiCo Inc.		26,549		1,869,846	(d)
The Coca-Cola Co.		38,502		2,590,800	(d)
				4,770,966
Specialized Consumer Services — 0.0%*
H&R Block Inc.		5,292		84,884
Specialized Finance — 0.4%
CME Group Inc.		1,161		338,536
IntercontinentalExchange Inc.		1,300		162,123	(a)
Moody’s Corp.		3,184		122,106
NYSE Euronext		4,200		143,934
The NASDAQ OMX Group Inc.		2,600		65,780	(a)
				832,479
Specialized REITs — 0.6%
HCP Inc.		6,700		245,823
Healthcare Inc.		2,800		146,804
Host Hotels & Resorts Inc.		11,817		200,298
Plum Creek Timber Company Inc.		2,800		113,512
Public Storage		2,400		273,624
Ventas Inc.		2,600		137,046
Weyerhaeuser Co.		9,167		200,391
				1,317,498
Specialty Chemicals — 0.3%
Ecolab Inc.		3,952		222,814
International Flavors & Fragrances Inc.		1,247		80,107
Sigma-Aldrich Corp.		2,182		160,115
The Sherwin-Williams Co.		1,463		122,702
				585,738
Specialty Stores — 0.2%
Staples Inc.		12,450		196,710
Tiffany & Co.		2,000		157,040
				353,750
Steel — 0.3%
AK Steel Holding Corp.		2,300		36,248
Allegheny Technologies Inc.		1,751		111,136
Cliffs Natural Resources Inc.		2,400		221,880
Nucor Corp.		5,236		215,828
United States Steel Corp.		2,665		122,697
				707,789

	Number of Shares		Fair Value
Systems Software — 2.9%
BMC Software Inc.		2,900	$	158,630	(a)
CA Inc.		6,600		150,744
Microsoft Corp.		124,939		3,248,414	(d)
Oracle Corp.		65,152		2,144,152	(d)
Red Hat Inc.		3,300		151,470	(a)
Symantec Corp.		12,685		250,148	(a)
				6,103,558
Thrifts & Mortgage Finance — 0.1%
Hudson City Bancorp Inc.		9,600		78,624
People’s United Financial Inc.		6,700		90,048
				168,672
Tires & Rubber — 0.0%*
The Goodyear Tire & Rubber Co.		4,519		75,784	(a)
Tobacco — 1.6%
Altria Group Inc.		34,853		920,468
Lorillard Inc.		2,411		262,486
Philip Morris International Inc.		30,079		2,008,375
Reynolds American Inc.		5,900		218,595
				3,409,924
Trading Companies & Distributors — 0.2%
Fastenal Co.		5,200		187,148
WW Grainger Inc.		982		150,884
				338,032
Trucking — 0.0%*
Ryder System Inc.		931		52,927
Wireless Telecommunication Services — 0.3%
American Tower Corp.		6,700		350,611	(a)
MetroPCS Communications Inc.		4,600		79,166	(a)
Sprint Nextel Corp.		51,500		277,585	(a)
				707,362
Total Common Stock (Cost $166,930,560)				202,569,722
Other Investments — 0.1%
GEI Investment Fund (Cost $72,481)				73,206	(e)
Total Investments in Securities (Cost $167,003,041)				202,642,928

See Notes to Schedule of Investments and Notes to Financial Statements.

12

S&P 500 Index Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares	Fair Value
Short-Term Investments — 2.2%
GE Institutional Money Market Fund Investment Class 0.11% (Cost $4,625,660)		$	4,625,660	(b,e)
Total Investments (Cost $171,628,701)			207,268,588
Other Assets and Liabilities, net — 0.2%			480,544
NET ASSETS — 100.0%		$	207,749,132
Other Information

The Fund had the following long futures contracts open at June 30, 2011 (unaudited):

Description	Expiration date		Number of Contracts		Current Notional Value		Unrealized Appreciation
S&P 500 Emini Index Futures		September 2011		86	$	5,656,650	$	187,822

See Notes to Schedule of Investments and Notes to Financial Statements.

13

Notes to Schedule of Investments June 30, 2011 (unaudited)

The views expressed in this document reflect our judgment as of the publication date and are subject to change at any time without notice. The securities information regarding holdings, allocations and other characteristics are presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security. See the Fund’s summary prospectus and statutory prospectus for complete descriptions of investment objectives, policies, risks and permissible investments.

(a) Non-income producing security.

(b) Coupon amount represents effective yield.

(c) State Street Corp. is the parent company of State Street Bank & Trust Co., the Fund’s custodian and accounting agent.

(d) At June 30, 2011 , all or a portion of this security was pledged to cover collateral requirements for futures, options, forward foreign currency contracts and/or TBA’s.

(e) GE Asset Management, the investment adviser of the Fund, also serves as investment adviser of the GEI Investment Fund and the GE Institutional Money Market Fund.

(f) General Electric Co. is the parent company of GE Asset Management Incorporated, the Fund’s investment Adviser.

* Less than 0.05%.

† Percentages are based on net assets as of June 30, 2011 .

Abbreviations:

REIT Real Estate Investment Trust

14

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated

	6/30/11†			12/31/10			12/31/09			12/31/08			12/31/07		12/31/06
Inception date		—			—			—			—			—		4/15/85
Net asset value, beginning of period	$	22.37		$	19.82		$	15.99		$	26.52		$	26.06	$	22.94
Income/(loss) from investment operations:
Net investment income		0.20			0.40			0.38			0.52			0.47		0.42
Net realized and unrealized gains/(losses) on investments		1.11			2.54			3.84			(10.46)			0.86		3.12
Total income/(loss) from investment operations		1.31			2.94			4.22			(9.94)			1.33		3.54
Less distributions from:
Net investment income		—			0.39			0.39			0.50			0.47		0.42
Net realized gains		—			—			—			0.09			0.40		—
Total distributions		—			0.39			0.39			0.59			0.87		0.42
Net asset value, end of period	$	23.68		$	22.37		$	19.82		$	15.99		$	26.52	$	26.06
TOTAL RETURN (a)		5.86%			14.84%			26.30%			(37.40)%			5.10%		15.43%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)	$	207,749		$	217,344		$	224,165		$	209,176		$	447,426	$	497,105
Ratios to average net assets:
Net investment income (loss)		1.66%	*		1.79%			2.05%			1.91%			1.62%		1.58%
Net Expenses		0.37%	(b)(c)*		0.33%	(b)(c)		0.43%	(b)		0.41%	(b)		0.39%		0.40%
Gross Expenses		0.42%	*		0.38%			0.43%			0.41%			0.39%		0.40%
Portfolio turnover rate		1%			4%			5%			4%			6%		4%

Notes to Financial Highlights

(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions and do not include the effect of insurance contract charges. Past performance does not guarantee future results.

(b) Reflects GE Asset Management’s waiver of a portion of the Fund’s management fee in an amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Money Market Fund and/or GE Institutional Money Market Fund. Excluding waiver, the expense ratios would be unchanged.

(c) Reflects GE Asset Management’s contractual agreement with GE Investment Funds, Inc. to limit the Fund’s management fee to 0.30% of the average daily net assets of the Fund.

* Annualized for periods less than one year.

† Unaudited

The accompanying Notes are an integral part of these financial statements.

15

Statement of Assets and Liabilities June 30, 2011 (unaudited)
ASSETS
Investments in securities, at Fair Value (cost $166,930,560)	$202,569,722
Investments in affiliated securities, at Fair Value (cost $72,481)	73,206
Short-Term affiliated investments (at amortized cost)	4,625,660
Restricted cash	203,390
Receivable for investments sold	30,027
Income receivables	258,213
Receivable for fund shares sold	867
Variation margin receivable	188,770
Total Assets	207,949,855
LIABILITIES
Payable for fund shares redeemed	110,295
Payable to GEAM	42,497
Accrued other expenses	47,931
Total Liabilities	200,723
NET ASSETS	$207,749,132
NET ASSETS CONSIST OF :
Capital paid in	223,121,847
Undistributed (distribution in excess of) net investment income	1,802,575
Accumulated net realized (loss)	(53,053,281	)
Net unrealized appreciation on:
Investments	35,690,169
Futures	187,822
NET ASSETS	$207,749,132
Class 1
NET ASSETS	207,749,132
Shares outstanding ($0.01 par value; unlimited shares authorized)	8,773,831
Net asset value per share	23.68

The accompanying Notes are an integral part of these financial statements.

16

Statement of Operations For the Six Months Ended June 30, 2011 (unaudited)
INVESTMENT INCOME
Income
Dividend	$	2,105,740
Interest		74,685
Interest from affiliated investments		1,542
Total Income		2,181,967
Expenses
Advisory and administration fees		378,505
Director’s fees		3,077
Custody and accounting expenses		25,702
Professional fees		16,833
Other expenses		30,265
Total expenses before waiver and reimbursement		454,382
Less: Expenses reimbursed by the adviser		(53,814	)
Less: Expenses waived or borne by the adviser		(2,049	)
Net expenses		398,519
Net investment income		1,783,448
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain on:
Investments		2,852,040
Futures		132,624
Increase in unrealized appreciation on:
Investments		7,625,469
Futures		112,955
Net realized and unrealized gain on investments		10,723,088
Net increase in net assets resulting from operations	$	12,506,536

The accompanying Notes are an integral part of these financial statements.

17

Statement of Changes in Net Assets
	Six months ended June 30, 2011*			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investments income	$	1,783,448		$	3,779,454
Net realized gain (loss) on investments and futures		2,984,664			(3,346,379	)
Net increase in unrealized appreciationon investments and futures		7,738,424			28,656,653
Net increase from operations		12,506,536			29,089,728
Distributions to shareholders from :
Net investment income		—			(3,730,010	)
Total distributions		—			(3,730,010	)
Increase in net assets from operations and distributions		12,506,536			25,359,718
Share transactions :
Proceeds from sale of shares		1,934,037			2,496,222
Value of distributions reinvested		—			3,730,010
Cost of shares redeemed		(24,035,009	)		(38,407,507	)
Net (decrease) from share transactions		(22,100,972	)		(32,181,275	)
Total (decrease) in net assets		(9,594,436	)		(6,821,557	)
NET ASSETS
Beginning of period		217,343,568			224,165,125
End of period	$	207,749,132		$	217,343,568
Undistributed (distribution in excess of) net investment income, end of period	$	1,802,575		$	19,127
CHANGES IN FUND SHARES
Shares sold		83,896			119,058
Issued for distributions reinvested		—			166,444
Shares redeemed		(1,026,335	)		(1,880,228	)
Net Increase (Decrease) in Fund Shares		(942,439	)		(1,594,726	)

* Unaudited

The accompanying Notes are an integral part of these financial statements.

18

Notes to Financial Statements June 30, 2011 (unaudited)

1. Organization of the Company

GE Investments Funds, Inc. (the “Company”) was incorporated under the laws of the Commonwealth of Virginia on May 14, 1984 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Company is composed of fourteen investment portfolios (collectively the “Funds”), although only the following eleven are currently being offered: U.S. Equity Fund, S&P 500 Index Fund (the “Fund”), Premier Growth Equity Fund, Core Value Equity Fund, Mid-Cap Equity Fund, Small-Cap Equity Fund, International Equity Fund, Total Return Fund, Income Fund, Money Market Fund and Real Estate Securities Fund.

Shares of the Funds of the Company are offered only to insurance company separate accounts that fund certain variable life insurance contracts and variable annuity contracts. GE Asset Management Incorporated (“GEAM”) is the investment adviser and administrator of each of the Funds.

2. Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates.

Subsequent events after the balance sheet date through the date the financial statements were issued, have been evaluated in the preparation of the financial statements. There are no items to report.

The following summarizes the significant accounting policies of the Company:

Securities Valuation and Transactions. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Securities transactions are accounted for as of the trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost for both financial statement and federal tax purposes.

The Fund’s income, expenses and realized and unrealized gains and losses are allocated proportionally each day among the share classes based upon the relative net assets of each class.

Derivates The Fund is subject to equity price risk in the normal course of pursuing its investment objective. The Fund may enter into derivative transactions to gain market exposure for residual and accumulating cash positions.

Futures Contracts A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. The Fund invests in stock index futures contracts subject to certain limitations to manage its exposure to the stock markets. Buying futures tends to increase a Fund’s exposure to the underlying instrument while selling futures tends to decrease a Fund’s exposure to the underlying instrument or to hedge other Fund investments. The Fund will not enter into a transaction involving futures for speculative purposes. With futures contracts, there is minimal counterparty credit risk to the Fund since futures contracts are exchange traded and the exchange’s clearinghouse, as counterparty to all traded futures, guarantees the futures against default. The Fund’s risks in using these contracts include changes in the value of the underlying instruments, non-performance of the counterparties under the contracts’ terms and changes in the liquidity of the secondary market for the contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they principally trade.

Upon entering into a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount, known as initial margin deposit. Subsequent payments, known as variation margin, are made or received by the Fund each day, depending on the daily fluctuation in the fair value of the underlying security. The Fund records an unrealized gain or loss equal to the daily variation margin. Should market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may incur a loss. The Fund recognizes a realized gain or loss upon the expiration or closing of a futures contract.

Investment Income Corporate actions (including cash dividends) are recorded on the ex-dividend date, net of applicable withholding taxes, except for certain foreign corporate actions which are recorded as soon after ex-dividend date as such information becomes available. Interest income is recorded on the accrual basis.

19

Notes to Financial Statements June 30, 2011 (unaudited)

Expenses Fund specific expenses are allocated to the Fund that incurs such expenses. Such expenses may include custodial fees, legal and accounting fees, printing costs and registration fees. Expenses that are not fund specific are allocated pro rata across the Funds. Expenses of the Fund are generally paid directly by the Fund however, expenses may be paid by GEAM and reimbursed by the fund.

Federal Income Taxes The Fund intends to comply with all sections of the Internal Revenue Code applicable to regulated investment companies including the distribution of substantially all of its taxable net investment income and net realized capital gains to its shareholders. Therefore, no provision for federal income tax has been made. The Fund is treated as a separate taxpayer for federal income tax purposes.

3. Securities Valuation

The Fund utilizes various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a framework for measuring fair value and providing related disclosures. Broadly, the framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. It also establishes a three-level valuation hierarchy based upon observable and non-observable inputs.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical investments in active markets.

Level 2 — Quoted prices for similar investments in active markets; quoted prices for identical or similar investments in markets that are not active; and

model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable.

Policies and procedures are maintained to value investments using the best and most relevant data available. In addition, pricing vendors are utilized to assist in valuing investments. GEAM performs periodic reviews of the methodologies used by independent pricing services including price validation of individual securities.

Fair Value Measurement The following section describes the valuation methodologies the Fund uses to measure different financial investments at fair value.

The Fund’s portfolio securities are valued generally on the basis of market quotations. Equity securities generally are valued at the last reported sales price on the primary market in which they are traded. Portfolio securities listed on NASDAQ are valued using the NASDAQ Official Closing Price. Level 1 securities primarily include publicly-traded equity securities which may not necessarily represent the last sale price. If no sales occurred on the exchange or NASDAQ that day, the portfolio security generally is valued using the last reported bid price. In those circumstances the Fund classifies the investment securities in Level 2.

The Fund uses the net asset value per unit for the collective Fund. The Fund classifies the investment security in Level 2.

Other financial investments are derivative instruments that are not reflected in Total Investments, such as exchange traded futures. Futures are valued at the last sale price on the primary market they are traded and are typically included in level 1.

If prices are not readily available for a portfolio security, or if it is believed that a price for a portfolio security does not represent its fair value, the security may be valued using procedures approved by the Fund’s Board of Directors that are designed to establish its “fair” value. These securities would generally be classified in Level 3. Those procedures require that the fair value of a security be established by the valuation committee. The valuation committee follows different protocols for different types of investments and circumstances. The fair value procedures may be used to value any investment of the Fund in the appropriate circumstances.

20

Notes to Financial Statements June 30, 2011 (unaudited)

The following table presents the Fund’s investments measured at fair value on a recurring basis at June 30, 2011:

Investments		Level 1		Level 2		Level 3		Total
Investments in Securities†
Common Stock	$	202,569,722	$	—	$	—	$	202,569,722
Other Investments		—		73,206		—		73,206
Short-Term Investments		4,625,660		—		—		4,625,660
Total Investments in Securities	$	207,195,382	$	73,206	$	—	$	207,268,588
Other Financial Instruments*
Futures Contracts — Unrealized Appreciation	$	187,822	$	—	$	—	$	187,822
†   Schedule of Investments for Industry Classification. *  Other financial instruments include derivative instruments such as futures contracts. Amounts shown represent unrealized appreciation (depreciation) at period end.

There were no significant transfers between the fair value levels. Transfers between fair value levels are considered to occur at the beginning of the period.

4. Derivatives Transactions

Shown below are the derivative contracts entered into by the Fund, summarized by primary risk exposure as they appear on the Statement of Assets and Liabilities, all of which are not accounted for as hedging instruments under FASB Accounting Standards Codification (“ASC”) No. 815 Derivatives and Hedging as of June 30, 2011.

	Asset Derivatives June 30, 2011			Liability Derivatives June 30, 2011
Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Assets and Liabilities	Fair Value ($)		Location in the Statements of Assets and Liabilities	Fair Value ($)
Equity Contracts	Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		187,822*	Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		—

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments and Net Assets section of the Statement of Assets and Liabilities. Only the current day’s variation margin is updated within the Assets and/or Liabilities section of the Statement of Assets and Liabilities.

Shown below are the effects of derivative instruments on the Fund’s Statement of Operations, summarized by primary risk exposure all of which are not accounted for as hedging instruments under ASC 815.

Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Operations	Total Notional Amount of Futures Contracts Purchased/(Sold) ($)		Realized Gain or (Loss) on Derivatives Recognized in Income ($)		Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized in Income ($)
Equity Contracts	Realized gain/(loss) on Futures, Increase/(decrease) in unrealized appreciation/ (depreciation) on Futures		14,157,185/(12,506,063)		132,624		112,955

5. Fees and Compensation Paid to Affiliates

GEAM, a registered investment adviser, was retained by the Company’s Board of Directors effective May 1, 1997 to act as investment adviser and administrator of the Fund. GEAM’s compensation for investment advisory and administrative services is paid monthly based on the average daily net assets of the Fund at an annualized rate of 0.35%.

GEAM has entered into a contractual arrangement with the Company to limit the management fee charged to the Fund to 0.30% of the average daily net assets of the Fund. Unless terminated or amended, this agreement will continue in effect until April 30, 2012. The agreement may only be changed or terminated with the approval of the Company’s Board of Directors and GEAM.

21

Notes to Financial Statements June 30, 2011 (unaudited)

GEAM has a contractual agreement with the Fund to waive a portion of the Fund’s management fee in the amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Institutional Money Market Fund.

Directors’ Compensation The Fund pays no compensation to its directors who are officers or employees of GEAM or its affiliates. Directors who are not such officers or employees also serve in a similar capacity for other funds advised by GEAM. Compensation paid to unaffiliated directors are reflected on the Statement of Operations. These fees are allocated pro rata across all of the mutual fund platforms and share classes served by the directors, including the Fund, and are based upon the relative net assets of each fund within such platforms.

6. Sub-advisory Fees

Pursuant to an investment sub-advisory agreement with GEAM, SSgA Funds Management, Inc. (“SSgA”) is the Sub-Adviser to the S&P 500 Index Fund. SSgA is responsible for the day-to-day portfolio management of the assets of the Fund, including the responsibility for making decisions to buy, sell or hold a particular security, under the general supervision of GEAM and the Board.

For its services, GEAM pays SSgA monthly sub-advisory fees which are calculated as a percentage of the average daily net assets of the Fund.

7. Investment Transactions

Purchases and Sales of Securities The cost of purchases and the proceeds from sales of investments, other than short-term securities and options, for the period ended June 30, 2011 were as follows:

Non-U.S. Government Securities
Purchases	Sales
$2,800,341	$24,264,233

8. Income Taxes

The Fund is subject to ASC 740, Income Taxes. ASC 740 provides guidance for financial accounting and reporting for the effects of income taxes that result from an entity’s activities during the year. ASC 740 also provides guidance regarding how certain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more likely than not” of being sustained by the applicable tax authority. There are no adjustments to the Fund’s net assets required under ASC 740. The Fund’s 2007, 2008, 2009 and 2010 fiscal years tax returns are still open to examination by the Federal and applicable state tax authorities.

At June 30, 2011, information on the tax cost of investments was as follows:

Cost of Investment for Tax Purposes	Gross Tax		Net Tax Appreciation / (Depreciation)
	Appreciation	Depreciation
$182,917,831	$49,316,602	$(24,965,845)	$24,350,757

As of December 31, 2010, the Fund has capital loss carryovers, as indicated below. Capital loss carryovers are available to offset future realized capital gains to the extent provided in the Internal Revenue Code and regulations thereunder. To the extent that these carryover losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.

Amount	Expires
$21,852,323	12/31/16
19,954,605	12/31/17
2,872,721	12/31/18

These amounts will be available to offset future taxable capital gains. Under the recently enacted Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

22

Notes to Financial Statements June 30, 2011 (unaudited)

During the year ended December 31, 2010, there were no capital loss carryover expirations.

Any net capital and currency losses incurred after October 31, within the Fund’s tax year, are deemed to arise on the first day of the Fund’s next tax year if the Fund so elects to defer such losses.

The Fund did not defer any post-October losses for the year ended December 31, 2010.

The tax composition of distributions paid during the years ended December 31, 2010 and December 31, 2009 were as follows:

	Ordinary Income		Long-Term Capital Gains		Total
2010	$	3,730,010	$	—	$	3,730,010
2009		4,356,429		—		4,356,429

Distributions to Shareholders The Fund declares and pays any dividends from net investment income annually. The Fund declares and pays any net realized capital gains in excess of capital loss carryforwards distributions annually.

The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences include (but are not limited to) futures, investments organized as partnerships for tax purposes, distributions from Real Estate Investment Trusts (REITs), and losses deferred due to wash sale transactions. Reclassifications due to permanent book/tax differences are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on the net asset value of the Fund. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments.

The reclassifications for the year ended December 31, 2010 were as follows:

Undistributed Net Investment Income	Accumulated Net Realized Gain	Paid In Capital
$(31,873)	$31,508	$365

23

Special Meeting of Shareholders — Voting Results (unaudited)

On April 1, 2011, the GE Investments Funds, Inc. (the “Company”) held a special meeting of shareholders of each series portfolio of the Company, including shareholders of the S&P 500 Index Fund (the “Fund”). Shareholders of record on January 28, 2011 were entitled to vote on the proposals. For each proposal, except Proposal 1, shareholders voted on a fund-by-fund basis. For Proposal 1, shareholders of all funds voted together and not by fund or share class. At the meeting, all proposals were approved by the Fund and the following votes were recorded:

Proposal 1:

Election of Mr. R. Sheldon Johnson and Mr. Matthew J. Simpson as Directors to the Board of Directors of the Company.

Company votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		451,517,094.582		90.054	%		96.126	%
Abstain		18,195,810.391		3.629	%		3.874	%
Total		469,712,904.973		93.683	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		451,949,730.789		90.140	%		96.218	%
Abstain		17,763,174.184		3.543	%		3.782	%
Total		469,712,904.973		93.683	%		100.000	%

Fund votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		8,408,903.555		87.540	%		94.756	%
Abstain		465,321.742		4.844	%		5.244	%
Total		8,874,225.297		92.384	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		8,422,864.734		87.685	%		94.914	%
Abstain		451,360.563		4.699	%		5.086	%
Total		8,874,225.297		92.384	%		100.000	%

Proposal 2:

Approval of the use of a “manager of managers” arrangement whereby GEAM, as the Fund’s investment adviser, under certain circumstances, will be able to hire and replace sub-advisers to the Fund without obtaining shareholder approval.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		7,796,973.567		81.169	%		87.861	%
Against		477,112.801		4.967	%		5.376	%
Abstain		600,138.929		6.248	%		6.763	%
Broker Non-votes		—		—			—
Total		8,874,225.297		92.384	%		100.000	%

24

Special Meeting of Shareholders — Voting Results (unaudited)

Proposal 3:

Approval of the following changes in certain of the Fund’s investment policies, as follows:

A. Amendment of the Fund’s investment policy on senior securities.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		7,755,080.506		80.733	%		87.389	%
Against		505,557.515		5.263	%		5.697	%
Abstain		613,587.276		6.388	%		6.914	%
Broker Non-votes		—		—			—
Total		8,874,225.297		92.384	%		100.000	%

C. Amendment of the Fund’s investment policy on making loans.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		7,813,475.801		81.341	%		88.047	%
Against		464,518.048		4.836	%		5.234	%
Abstain		596,231.448		6.207	%		6.719	%
Broker Non-votes		—		—			—
Total		8,874,225.297		92.384	%		100.000	%

D. Amendment of the Fund’s investment policy on borrowing.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		7,763,648.713		80.823	%		87.485	%
Against		475,652.627		4.951	%		5.360	%
Abstain		634,923.957		6.610	%		7.155	%
Broker Non-votes		—		—			—
Total		8,874,225.297		92.384	%		100.000	%

E. Amendment of the Fund’s investment policy on diversification.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		7,831,033.625		81.524	%		88.245	%
Against		424,706.543		4.421	%		4.786	%
Abstain		618,485.129		6.439	%		6.969	%
Broker Non-votes		—		—			—
Total		8,874,225.297		92.384	%		100.000	%

F. Amendment of the Fund’s investment policy on concentration of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		7,843,963.735		81.659	%		88.390	%
Against		425,835.069		4.433	%		4.799	%
Abstain		604,426.493		6.292	%		6.811	%
Broker Non-votes		—		—			—
Total		8,874,225.297		92.384	%		100.000	%

25

Special Meeting of Shareholders — Voting Results (unaudited)

G. Amendment of the Fund’s investment policy on investments in commodities and its reclassification from a non-fundamental policy to a fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		7,672,962.827		79.878	%		86.463	%
Against		541,214.960		5.635	%		6.099	%
Abstain		660,047.510		6.871	%		7.438	%
Broker Non-votes		—		—			—
Total		8,874,225.297		92.384	%		100.000	%

H. Amendment of the Fund’s fundamental investment policy on illiquid investments and its reclassification from a fundamental policy to a non-fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		7,686,581.684		80.020	%		86.617	%
Against		520,112.398		5.415	%		5.861	%
Abstain		667,531.215		6.949	%		7.522	%
Broker Non-votes		—		—			—
Total		8,874,225.297		92.384	%		100.000	%

I. Elimination of the Fund’s investment policy on mortgaging, pledging and hypothecating of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		8,379,284.293		87.232	%		94.423	%
Against		261,510.099		2.722	%		2.947	%
Abstain		233,430.905		2.430	%		2.630	%
Broker Non-votes		—		—			—
Total		8,874,225.297		92.384	%		100.000	%

J. Amendment of the Fund’s investment policy on real estate investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		7,804,649.781		81.249	%		87.947	%
Against		542,408.126		5.647	%		6.113	%
Abstain		527,167.390		5.488	%		5.940	%
Broker Non-votes		—		—			—
Total		8,874,225.297		92.384	%		100.000	%

26

Additional Information (unaudited)

Information about Directors and Executive Officers:

The business and affairs of the Funds are managed under the direction of the Funds’ Board of Directors. Information pertaining to the Directors and officers of the Funds is set forth below.

Interested Directors and Executive Officers

Michael J. Cosgrove

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    62

Position(s) Held with Fund    Chairman of the Board and President

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    President and Chief Executive Officer – Mutual Funds and Intermediary Business at GEAM since March 2007; Executive Vice President of GEAM from February 1997 to March 2007; Vice President, GE Capital Corporation, an indirect wholly-owned subsidiary of GE, since December 1999; Executive Vice President – Mutual Funds of GEAM, a wholly-owned subsidiary of GE that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, since March 1993; President and Director of GE Investment Distributors, Inc., since June 2011. Director of GEAM since 1988.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Chairman of the Board and President of GE Institutional Funds since 1997; Trustee of Elfun Funds, GE Savings & Security Funds, General Relief and Loan Fund and General Electric Pension Trust since 1988; Trustee of Fordham University from 2002 to June 30, 2010 and since July 2011; Trustee of GE Volunteers since 1993; Director of GE Foundation; Director, GE Asset Management (Ireland) Limited, since February 1999, GE Asset Management Funds Plc since 1998, GE Asset Management Canada Company since 1998, GE Asset Management Limited since 1998 and GEAM since 1988; Chairman of the Board and President of GE Funds from 1993 to February 2011.

Matthew J. Simpson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    50

Position(s) Held with Fund    Director and Executive Vice President

Term of Office and Length of Time Served    Until successor is elected and qualified – 3 years

Principal Occupation(s) During Past 5 years    Executive Vice President, General Counsel and Secretary of GEAM since July 2007; Senior Vice President and General Counsel – Marketing and Client Services (formerly Asset Management Services) at GEAM and Senior Vice President and General Counsel of GE Asset Management Services from February 1997 to July 2007; Vice President and Associate General Counsel of GEAM from October 1992 to February 1997; Secretary of GE Funds from 1993 to July 2007 and Vice President from September 2003 to July 2007; Secretary of GE Institutional Funds and GE Investments Funds, Inc. from 1997 to July 2007; Secretary of Elfun Funds and GE Savings & Security Funds since July 2007; Assistant Secretary of Elfun Funds and GE Savings & Security Funds from 1998 to July 2007 and Vice President from October 2003 to July 2007.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Trustee of Elfun Funds, GE Savings & Security Funds and General Electric Pension Trust since July 2007; Trustee of GE Institutional Funds since April 2011 and Trustee of GE Funds from July 2007 to February 2011.

27

Additional Information (unaudited)

Joon Won Choe

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    41

Position(s) Held with Fund    Vice President & Secretary

Term of Office and Length of Time Served    Until successor is elected and qualified – Vice President and Secretary – less than 1 year

Principal Occupation(s) During Past 5 years    Senior Vice President and Deputy General Counsel at GEAM since March 2011; Senior Vice President and Associate General Counsel at GEAM from June 2010 to March 2011; Vice President and Associate General Counsel at GEAM from November 2005 to June 2010; Vice President and Secretary of GE Institutional Funds and GE Investments Funds, Inc. since September 2010; Vice President and Assistant Secretary of Elfun Funds and GE Savings & Security Funds since September 2010.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Robert Herlihy

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    43

Position(s) Held with Fund    Chief Compliance Officer

Term of Office and Length of Time Served    Until successor is elected and qualified — 5 years

Principal Occupation(s) During Past 5 years    Chief Compliance Officer of GEAM, GE Institutional Funds, Elfun Funds, and GE Savings and Security Funds since July 2005; Chief Compliance Officer of GE Funds from July 2005 to February 2011; and Manager of Fund Administration at GEAM from 2002 – 2005.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Arthur A. Jensen

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    44

Position(s) Held with Fund    Treasurer

Term of Office and Length of Time Served    Until successor is elected and qualified – less than 1 year

Principal Occupations(s) During Past 5 Years    Treasurer of GE Institutional Funds, Elfun Funds and GE Savings and Security Funds since June 2011; Mutual Funds Controller of GEAM since April 2011; Senior Vice President at Citigroup from 2008 to 2010 and Vice President at JPMorgan from 2005 to 2008.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

28

Additional Information (unaudited)

Non-Interested Directors

John R. Costantino

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    65

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    General Partner, NGN Capital LLC since 2006; Managing Director, Vice President of Walden Capital Management since 1996.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Director of GE Institutional Funds since 1997; Trustee of Fordham University from 1989-1995 and 2001-2007 and Trustee Emeritus since 2007; Trustee of Neuroscience Research Institute since 1986; Trustee of GE Funds from 1993 to February 2011; Trustee of Gregorian University Foundation from 1992-2007; Director of Artes Medical from 2006-2008.

R. Sheldon Johnson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    64

Positions(s) Held with Fund    Director

Term of office and Length of Time served    Unit Successor is elected and qualified – less than 1 year.

Principal Occupation(s) During Past 5 years    Managing Director at Morgan Stanley & Co.,Inc. from 1988 to 2006; Head of Global Institutional Equity Sales and Marketing at Morgan Stanley & Co., Inc. from 2002 to 2006.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since April 2011 and Trustee of St. Lawrence University since 2003.

Robert P. Quinn

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    75

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    Retired since 1983 from Salomon Brothers Inc.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since 1997; Trustee of St. Francis Hospital since 1980; and Trustee of GE Funds from 1993 to February 2011.

The Statement of Additional Information for the Funds includes additional information about the Directors and Officers and is available, without charge, upon request by calling 1-800-242-0134.

29

Investment Team (unaudited)

Investment Adviser and Administrator

GE Asset Management Incorporated

Board of Directors

Michael J. Cosgrove, Chairman

John R. Costantino

R. Sheldon Johnson*

Robert P. Quinn

Matthew J. Simpson

Secretary

Joon Won Choe

Assistant Secretary

Michelle Matzelle

Treasurer

Arthur A. Jensen (effective June 6, 2011)

Assistant Treasurer

Casey Yantosca

Distributor

GE Investment Distributors, Inc.

Member FINRA and SIPC

Custodian

State Street Bank & Trust Company

Officers of the Investment Adviser

Dmitri Stockton, President and Chief Executive Officer (since May 2011)†

Cheryl H. Beacock, Senior Vice President, Human Resources

George A. Bicher, Chief Risk Officer

Paul M. Colonna, President and Chief Investment Officer – Fixed Income Investments

Michael J. Cosgrove, President and Chief Executive

Officer – Mutual Funds & Intermediary Business

Ralph R. Layman, President and Chief Investment Officer – Public Equity Investments

Maureen B. Mitchell, President – Institutional Sales and Marketing

Matthew J. Simpson, Executive Vice President, General Counsel and Secretary

Don W. Torey, President – Alternative Investments

John J. Walker, Executive Vice President, Chief Operating Officer

David Wiederecht, President and Chief Investment Officer – Investment Strategies

Tracie A. Winbigler, Executive Vice President, Chief Financial Officer (since January 2011)

* Mr. Johnson was elected as a Director of the Funds effective April 1, 2011.

† Effective May 1, 2011, Mr. Stockton replaced James W. Ireland as President and Chief Executive Officer.

At GE Asset Management, we’re dedicated to providing the investment options you’ll need to tailor your financial portfolio to every stage of your life. Each member of the GE Family of Funds is managed according to the same principles of integrity and quality that have guided GE over the past century, and have made it the world-class company that it is today. Each fund draws strength from a heritage of investment management experience that spans more than 80 years. Whether you’re creating a new investment portfolio or adding to an established one, the GE Family of Funds offers an array of professionally managed investment options that will help you meet a lifetime of financial needs.

30

Investment Adviser

GE Asset Management Incorporated

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

Distributor

GE Investment Distributors, Inc.

member FINRA and SIPC

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities is available without charge (i) upon request, by calling 1-800-493-3042; (ii) on the Fund’s website at http://www.geam.com; and (iii) on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC—information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at http://www.geam.com; and (ii) on the Commission’s website at http://www.sec.gov.

GE Investments Funds, Inc.

Premier Growth Equity Fund Letter from the Chairman

Michael J. Cosgrove Chairman,

GE Investments Funds, Inc.

Dear Shareholder:

Attached is the semi-annual report for GE Investments Funds, Inc. — Premier Growth Equity Fund (the “Fund”) for the six-month period ended June 30, 2011. The report contains information about the performance of the Fund and other fund-specific data, along with portfolio manager commentary.

We have provided you with an overview of the investment markets, along with our investment outlook for the coming months.

Market Overview

Most major equity indices posted positive returns in the six-month period ended June 30, 2011, despite geopolitical tensions in the Middle East and North Africa, a devastating earthquake in Japan, ongoing concerns about unresolved sovereign debt issues in peripheral Europe and elevated inflation in emerging markets. Volatility increased in May and June, however, as some measures of global economic activity weakened and uncertainties over Greece’s ability to finance and service its debt rattled the financial markets. In the U.S., concerns over the end of quantitative easing by the Federal Reserve and political wrangling over the government debt ceiling further contributed to a challenging environment. The increase in risk aversion benefited the fixed income markets as many investors sought out safer investments. Toward the end of June, the Greek Parliament passed austerity measures that seemed to calm the markets and opened the way for the next round of financing from the European Central Bank and the International Monetary Fund.

Against this backdrop, financial markets posted positive results for the six- and 12-month periods ended June 30, 2011 as represented by the index returns in the below chart.

Total Returns (%) as of June 30, 2011	6-month		12-month
U.S. equities (S&P 500 Index)		6.0		30.7
Global equities (MSCI World Index)		5.3		30.5
International equities (MSCI EAFE Index)		5.0		30.4
Small-cap U.S. equities (Russell 2000 Index)		6.2		37.4
Mid-cap U.S. equities (Russell Mid Cap Index)		8.1		38.5
U.S. fixed income (Barclays Capital U.S. Aggregate Bond Index)		2.7		3.9
U.S. short-term government fixed income (Barclays Capital 1-3 Year U.S. Government Bond Index)		0.9		1.4

Outlook

We remain constructive on the prospects for healthy global growth, although it may be at a slower pace than originally anticipated. Central banks in the U.S. and Europe remain accommodative and supply chain issues in Japan appear to have abated. There are also signs that inflation may be peaking in emerging markets as commodity prices have eased in recent months. Corporate balance sheets remain healthy and fundamentals remain intact, in our view. We believe that valuations for equities are not stretched and remain below historical averages while equity risk premiums are still high-offering the possibility for further gains. We expect that the financial markets are likely to remain volatile due to outstanding sovereign debt issues, but believe that returns are biased to the upside in the second half of the year.

Thank you for investing with GE Investments Funds.

Sincerely,

Michael J. Cosgrove

Chairman, GE Investments Funds, Inc.

July 2011

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

Premier Growth Equity Fund

Mike Cosgrove is President and Chief Executive Officer — Mutual Funds and Intermediary Business at GE Asset Management Incorporated (“GEAM”). In addition to the GE Investments Funds, he is also Chairman of the Board and President of GE Institutional Funds and Director and President of GEAM’s broker-dealer which serves as underwriter and distributor for the GE Investments Funds. Mr. Cosgrove serves as a Trustee of the GE Savings & Security Funds, the GE Foundation, and the GE Pension Trust. He also serves on the Board of Directors of the Skin Cancer Foundation and is a Trustee of Fordham University. Previously Chief Financial Officer of GE Asset Management and Assistant Treasurer — GE Company, Mr. Cosgrove joined GE in 1970 and held a number of managerial positions in finance and sales in the International Operation and the GE Trading Company. He received a BS in Economics from Fordham University and an MBA from St. John’s University.

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

Premier Growth Equity Fund

Semi-Annual Report

June 30, 2011

GE Investments Funds, Inc.

Premier Growth Equity Fund Contents

Notes to Performance	1
Manager Review and Schedule of Investments	2
Notes to Schedule of Investments	8
Financial Statements
Financial Highlights	9
Statement of Assets and Liabilities	10
Statement of Operations	11
Statement of Changes in Net Assets	12
Notes to Financial Statements	13
Special Meeting of Shareholders — Voting Results	18
Additional Information	21
Investment Team	24

This report is prepared for Policyholders of certain variable contracts and may be distributed to others only if preceded or accompanied by the variable contract’s current prospectus and the current prospectus of the Fund available for investments thereunder.

Notes to Performance June 30, 2011 (unaudited)

The information provided on the performance pages relates to the GE Investments Premier Growth Equity Fund (the “Fund”) and is unaudited.

Total returns take into account changes in share price and assume reinvestment of dividends and capital gains distributions, if any. Total returns shown are net of Fund fees and expenses but do not reflect fees and charges associated with the variable contracts such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the Fund’s total returns for all periods shown.

The performance data quoted represents past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Periods less than one year are not annualized. Please call toll-free 800-493-3042 or visit the Fund’s website at http://www.geam.com for the most recent month-end performance data.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. An investment in the Fund is subject to risk, including possible loss of principal invested.

The S&P 500^® Index is an unmanaged market capitalization-weighted index of stocks of 500 large U.S. companies, which is widely used as a measure of large-cap

U.S. stock market performance. The results shown for the foregoing index assume the reinvestment of net dividends or interest. They do not reflect the actual cost of investing in the instruments that comprise the index.

The Russell 1000 Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values.

The peer universe of the underlying annuity funds used for the peer group average annual total return calculation is based on a blend of Morningstar peer categories, as shown. Morningstar is an independent mutual fund rating service. A Fund’s performance may be compared to or ranked within a universe of mutual funds with investment objectives and policies similar but not necessarily identical to that of the Fund.

^©2011 Morningstar, Inc. All Rights Reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damage or losses relating from any use of this information. Past performance is no guarantee of future results.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc. and a wholly owned subsidiary of GE Asset Management Incorporated, the investment adviser of the Fund.

1

Premier Growth Equity Fund (unaudited)

David B. Carlson is Chief Investment Officer — U.S. Equities at GE Asset Management. He co-manages the overall U.S. equity investments for GE Asset Management. Mr. Carlson has served as the portfolio manager for the Premier Growth Equity Fund and has served in that capacity since the Fund’s commencement. Mr. Carlson joined GE Asset Management in 1982 as a securities analyst for investment operations. He became a Vice President for Mutual Fund Portfolios in 1987, a Senior Vice President in 1989, and an Executive Vice President in 2013.

Q. How did the Premier Growth Equity Fund perform compared to its benchmark and Morningstar peer group for the six-month period ended June 30, 2011?

A. For the six-month period ended June 30, 2011, the Premier Growth Equity Fund returned 7.32% for Class 1 shares. The S&P 500 Index and Russell 1000 Growth Index, the Fund’s benchmarks, returned 6.02% and 6.83% respectively, and the Fund’s Morningstar peer group of 388 U.S. Insurance Large Blend funds returned an average of 5.99% over the same period.

Q. What market factors affected Fund performance?

A. The S&P 500 experienced major volatility during the period against a backdrop of concerns including political unrest in the Middle East and North Africa (which sent oil prices skyrocketing 22%, then down 17% after strategic reserves were released to mitigate supply disruptions), fears of European sovereign debt contagion (which punished bank stocks), and U.S. deficit and debt ceiling debate. Despite these worries, corporate earnings strength sent U.S. equity markets higher early in the year, before renewed macro fears reversed the advance by the end of March. Bolstered by positive economic data, the S&P 500 rebounded and hit a three-year high on April 29th, but fluctuated wildly as the drumbeat of concerns continued. While more cyclical sectors outperformed in the first calendar quarter, a defensive shift characterized the

markets as mid-year approached. During the period the large cap growth style of investing outperformed the value style, driven largely by underperformance in the financials sector (-3% in the context of a +6% S&P 500 return) — Premier Growth Equity did well in this environment. The information technology (+2%) sector also lagged as many investors questioned the strength of the recovery. Health care (+14%) was the strongest S&P 500 sector, followed by energy (+11%) and utilities (+9%) for the period.

Q. What were the primary drivers of Fund performance?

A. The Fund benefited primarily from positive stock selections in information technology, consumer discretionary and industrials. In technology, Baidu (an American Depository Receipt, +45%), significantly outperformed Google (-15% and not owned), as it gained market share of internet search activity in China. Visa (+20%) also rallied as a regulatory overhang cleared regarding interchange fees. We continued to view Qualcomm (+16%) as a long-term winner in mobile communications, with near-term value. Additionally, we continued to find technology stocks attractively valued in general, with many trading at or below market multiples relative to their projected growth prospects. Our media holdings in cable and satellite distribution also outperformed. DirecTV (+27%) benefited from strong U.S. and Latin American subscriber growth. Liberty Global (+26%) ended a convertible equity deal which enabled share repurchases to resume, and avoided proposed industry regulation in Belgium. Finally, within industrials, Dover (+17%) was a relative outperformer, enjoying strength in its end markets.

Despite the Fund’s positive overweight in health care, underweighting pharmaceuticals stocks as defensive industries outperformed, detracted from

2

(unaudited)

returns. Our focus on companies we believed to be relatively immune to health care reform didn’t help performance in this environment. For example, animal care leader VCA Antech (-9% amid investor skepticism on economic recovery prospects) and pharmacy benefits manager, Express Scripts (-2.9% as its Walgreen’s relationship deteriorated), underperformed. Although Goldman Sachs (-20%), CME Group (-8%) and State Street (-2%) weighed on returns as European sovereign debt concerns pressured financials, fortunately the Fund’s underweight in the financials sector versus the S&P 500 counteracted their negative effects. Other key detractors included Carnival Corp. (-17% as fuel costs rose), Lowe’s (-6% as housing stress continued) and communications equipment behemoth, Cisco (-23% on perceived share losses).

Q. How was the Fund positioned at the end of the period?

A. Information technology remained the Fund’s largest absolute weighting at mid-year, followed by consumer discretionary, health care and financials. Utilities, telecommunications and industrials were the Fund’s smallest sector weightings. We have continued to maintain a pro-cyclical positioning as the recovery takes hold — and we remained consistent with that longer term view even in the context of macro driven market jitters. We remain optimistic for U.S. equities for the balance of 2011 given the double-digit earnings growth outlook and attractive valuations for U.S. stocks in general. In our view, equity valuations are compressed for many of our holdings — especially in technology as noted above. We believe equity investors could increasingly differentiate between the Fund’s quality growth companies and lower-quality alternatives. We believe the portfolio is well positioned to navigate the slow growth recovery in the second half of the fiscal year.

3

Premier Growth Equity Fund (unaudited)

Understanding Your Fund’s Expenses

As a shareholder of the Fund you incur ongoing costs. Ongoing costs include portfolio management fees, distribution and services fees, professional fees, administrative fees and other Fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended June 30, 2011.

Actual Expenses

The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the

number given for your class under the heading “Expenses paid during period.”

Hypothetical Example for Comparison Purposes

The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholders reports of other funds.

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transaction costs, such as sales charges or redemption fees, if any. Additionally, the expenses shown do not reflect the fees or charges associated with variable contracts through which shares of the Fund are offered.

January 1, 2011 - June 30, 2011

	Account value at the beginning of the  period ($)		Account value at the end of the period ($)		Expenses paid during the period ($)*
Actual Fund Return**
Class 1		1,000.00		1,073.18		4.57
Hypothetical 5% Return (2.5% for the period)
Class 1		1,000.00		1,020.17		4.46

* Expenses are equal to the Fund’s annualized expense ratio of 0.89% for Class 1 shares (for the period January 1, 2011 - June 30, 2011), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

** Actual Fund Return for the six-month period ended June 30, 2011 was 7.32% for Class 1 shares. Past performance does not guarantee future results.

4

Premier Growth Equity Fund (unaudited)

Investment Profile

A Mutual Fund designed for investors who seek long-term growth of capital and future income rather than current income. The Fund seeks its objective by investing at least 80% of its net assets under normal circumstances in equity securities such as common and preferred stock. The Fund invests primarily in a limited number of large-and medium-sized companies (companies with a market capitalization of $2 billion or more) that the portfolio manager believes have above-average growth histories and/or growth potential.

Morningstar Performance Comparison

Based on average annual returns for periods ended June 30, 2011

	Six Months **			One Year			Five Year			Ten Year
Number of Funds in peer group:		388			388			343			271
Peer group average annual total return:		5.99	%		34.34	%		4.05	%		2.11	%
Morningstar category in peer group: U.S. Insurance Large Growth

Sector Allocation

as a % of Fair Value of $45,149 (in thousands) on June 30, 2011 ^{(a) (b)}

Top Ten Largest Holdings

as of June 30, 2011 (as a % of Fair Value) ^{(a) (b)}

QUALCOMM Inc.	4.85%
Schlumberger Ltd.	4.55%
The Western Union Co.	4.22%
Visa Inc.	4.14%
DIRECTV	4.07%
Express Scripts Inc.	3.98%
Apple Inc.	3.98%
PepsiCo Inc.	3.86%
CME Group Inc.	3.81%
Liberty Global Inc.	3.73%

Change in Value of a $10,000 Investment

Class 1 Shares

Average Annual Total Return

for the Periods Ended June 30, 2011

Class 1 Shares (Inception date: 12/12/97)

	Six Months **		One Year		Five Year		Ten Year		Ending value of a $10,000 investment
Premier Growth Equity Fund		7.32%		31.20%		4.13%		2.57%	$	12,885
S&P 500 Index		6.02%		30.69%		2.94%		2.72%	$	13,076
Russell 1000 Growth Index		6.83%		35.01%		5.33%		2.24%	$	12,483

(a) The securities information regarding holdings, allocations and other characteristics is presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security.

(b) Fair value basis is inclusive of Short-Term Investment in GE Institutional Money Market Fund.

* Less than 0.1%.

** Total returns for the six month period ended June 30, 2011 are not annualized.

See Notes to Performance on page 1 for further information, including an explanation of Morningstar peer categories.

Past performance does not predict future performance and the graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares and does not reflect the fees or charges that would be associated with variable contracts through which shares of the Fund are offered.

5

Premier Growth Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

Premier Growth Equity Fund

	Number of Shares		Fair Value
Common Stock — 97.7% †
Application Software — 1.3%
Intuit Inc.		11,417	$	592,086	(a,d)
Asset Management & Custody Banks — 2.7%
State Street Corp.		27,401		1,235,511	(c)
Biotechnology — 5.0%
Amgen Inc.		26,164		1,526,669	(a)
Gilead Sciences Inc.		17,126		709,188	(a)
				2,235,857
Broadcasting — 2.3%
Discovery Communications Inc. (Class C)		28,067		1,025,849	(a)
Cable & Satellite — 7.8%
DIRECTV		36,154		1,837,346	(a)
Liberty Global Inc.		39,484		1,685,967	(a)
				3,523,313
Communications Equipment — 6.1%
Cisco Systems Inc.		35,679		556,949	(d)
QUALCOMM Inc.		38,533		2,188,289
				2,745,238
Computer Hardware — 4.0%
Apple Inc.		5,352		1,796,506	(a)
Data Processing & Outsourced Services — 10.8%
Paychex Inc.		34,727		1,066,814
The Western Union Co.		95,143		1,905,714
Visa Inc.		22,168		1,867,876
				4,840,404
Fertilizers & Agricultural Chemicals — 2.6%
Monsanto Co.		15,984		1,159,479
Healthcare Equipment — 3.6%
Covidien PLC		30,866		1,642,998
Healthcare Facilities — 0.9%
VCA Antech Inc.		19,980		423,576	(a)
Healthcare Services — 5.5%
Express Scripts Inc.		33,300		1,797,534	(a)
Lincare Holdings Inc.		23,786		696,216
				2,493,750

	Number of Shares		Fair Value
Home Furnishing Retail — 3.1%
Bed Bath & Beyond Inc.		24,262	$	1,416,173	(a)
Home Improvement Retail — 2.5%
Lowe’s companies Inc.		47,571		1,108,880
Hotels, Resorts & Cruise Lines — 2.0%
Carnival Corp.		24,261		912,941
Industrial Machinery — 3.3%
Dover Corp.		22,073		1,496,549
Internet Retail — 1.5%
Amazon.com Inc.		3,234		661,321	(a)
Internet Software & Services — 6.9%
Baidu Inc. ADR		11,190		1,568,055	(a)
eBay Inc.		47,096		1,519,788	(a)
				3,087,843
Investment Banking & Brokerage — 2.7%
The Goldman Sachs Group Inc.		9,039		1,203,001
Oil & Gas Equipment & Services — 7.2%
Halliburton Co.		23,310		1,188,810
Schlumberger Ltd.		23,786		2,055,110
				3,243,920
Real Estate Services — 1.2%
CB Richard Ellis Group Inc. (REIT)		22,359		561,434	(a)
Soft Drinks — 3.9%
PepsiCo Inc.		24,737		1,742,227
Specialized Finance — 3.8%
CME Group Inc.		5,899		1,720,089
Specialty Chemicals — 1.5%
Ecolab Inc.		11,702		659,759
Systems Software — 2.2%
Microsoft Corp.		38,056		989,456	(d)
Wireless Telecommunication Services — 3.3%
American Tower Corp.		28,067		1,468,746	(a)
Total Common Stock (Cost $35,167,322)				43,986,906

See Notes to Schedule of Investments and Notes to Financial Statements.

6

Premier Growth Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

	Fair Value
Other Investments — 0.0%*
GEI Investment Fund (Cost $2,769)	$	2,797		(e)
Total Investments in Securities (Cost $35,170,091)		43,989,703
Short-Term Investments — 2.6%
GE Institutional Money Market Fund Investment Class 0.11% (Cost $1,159,406)		1,159,406		(b,e)
Total Investments (Cost $36,329,497)		45,149,109
Liabilities in Excess of Other Assets, net — (0.3)%		(121,781	)
NET ASSETS — 100.0%	$	45,027,328

Other Information

The Fund had the following short futures contracts open at June 30, 2011 (unaudited):

Description	Expiration Date	Number of Contracts		Current Notional Value			Unrealized (Depreciation)
S&P 500 Emini Index Futures	September 2011		2	$	(131,550	)	$	(1,856	)

See Notes to Schedule of Investments and Notes to Financial Statements.

7

Notes to Schedule of Investments June 30, 2011 (unaudited)

The views expressed in this document reflect our judgment as of the publication date and are subject to change at any time without notice. The securities information regarding holdings, allocations and other characteristics are presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security. See the Fund’s summary prospectus and statutory prospectus for complete descriptions of investment objectives, policies, risks and permissible investments.

(a) Non-income producing security.

(b) Coupon amount represents effective yield.

(c) State Street Corp. is the parent company of State Street Bank & Trust Co., the Fund’s custodian and accounting agent.

(d) At June 30, 2011 , all or a portion of this security was pledged to cover collateral requirements for futures, options, forward foreign currency contracts and/or TBA’s.

(e) GE Asset Management, the investment adviser of the Fund, also serves as investment adviser of the GEI Investment Fund and the GE Institutional Money Market Fund.

* Less than 0.05%.

† Percentages are based on net assets as of June 30, 2011 .

Abbreviations:

ADR	American Depository Receipt
REIT	Real Estate Investment Trust

8

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated

	CLASS 1
	6/30/11†			12/31/10			12/31/09			12/31/08			12/31/07		12/31/06
Inception date		—			—			—			—			—		12/12/97
Net asset value, beginning of period		$71.60			$64.30			$46.49			$78.95			$82.17		$75.65
Income/(loss) from investment operations:
Net investment income (loss)		0.04			0.14	**		0.20			0.30			0.23		0.35
Net realized and unrealized gains/(losses) on investments		5.20			7.32			17.81			(29.32)			4.19		6.51
Total income/(loss) from investment operations		5.24			7.46			18.01			(29.02)			4.42		6.86
Less distributions from:
Net investment income		—			0.16			0.20			0.26			0.23		0.34
Return of Capital		—			—			—			0.01			—		—
Net realized gains		—			—			—			3.17			7.41		—
Total distributions		—			0.16			0.20			3.44			7.64		0.34
Net asset value, end of period		$76.84			$71.60			$64.30			$46.49			$78.95		$82.17
TOTAL RETURN(a)		7.32%			11.61%			38.74%			(36.66)%			5.34%		9.07%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)		$45,027			$45,280			$48,620			$43,308			$94,720		$110,538
Ratios to average net assets:
Net investment income (loss)		0.09%	*		0.22%			0.33%			0.36%			0.24%		0.41%
Net expenses		0.89%	(b)*		0.76%	(b)		0.90%	(b)		0.76%	(b)		0.72%		0.71%
Gross expenses		0.89%	(b)*		0.76%			0.90%			0.76%			0.72%		0.71%
Portfolio turnover rate		11%			19%			18%			23%			29%		27%

Notes to Financial Highlights

(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions and do not include the effect of insurance contract charges. Past performance does not guarantee future results.

(b) Reflects GE Asset Management waiver of a portion of the Fund’s management fee in an amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Money Market Fund and/or GE Institutional Money Market Fund. Excluding waiver, the expense ratios would be unchanged.

* Annualized for periods less than one year.

** Per share values have been calculated using the average share method.

† Unaudited

The accompanying Notes are an integral part of these financial statements.

9

Statement of Assets and Liabilities June 30, 2011 (unaudited)
ASSETS
Investments in securities, at Fair Value (cost $35,167,322)	$43,986,906
Investments in affiliated securities, at Fair Value (cost $2,769)	2,797
Short-Term affiliated investments (at amortized cost)	1,159,406
Income receivables	13,036
Receivable for fund shares sold	212
Total Assets	45,162,357
LIABILITIES
Payable for investments purchased	43,274
Payable for fund shares redeemed	33,220
Payable to GEAM	23,361
Accrued other expenses	34,054
Variation margin payable	1,120
Total Liabilities	135,029
NET ASSETS	$45,027,328
NET ASSETS CONSIST OF:
Capital paid in	42,142,671
Undistributed (distribution in excess of) net investment income	20,801
Accumulated net realized (loss)	(5,953,900	)
Net unrealized appreciation/ (depreciation) on:
Investments	8,819,612
Futures	(1,856	)
NET ASSETS	$45,027,328
Class 1
NET ASSETS	45,027,328
Shares outstanding( $.001 par value; unlimited shares authorized)	585,952
Net asset value per share	$76.84

The accompanying Notes are an integral part of these financial statements.

10

Statement of Operations For the six months ended June 30, 2011 (unaudited)
INVESTMENT INCOME
Income:
Dividend	$222,824
Interest	101
Interest from affiliated investments	790
Total Income	223,715
Expenses:
Advisory and administration fees	149,245
Distribution fees
Class 4*	15
Transfer agent	10,136
Director’s fees	724
Custody and accounting expenses	20,996
Professional fees	9,774
Other expenses	12,670
Total expenses before waiver and reimbursement	203,560
Less: Expenses waived or borne by the adviser	(876	)
Net expenses	202,684
Net investment income	21,031
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Realized gain (loss) on:
Investments	1,519,347
Futures	(44,926	)
Increase (decrease) in unrealized appreciation/(depreciation) on:
Investments	1,773,234
Futures	(1,856	)
Net realized and unrealized gain on investments	3,245,799
Net increase in net assets resulting from operations	$3,266,830

* Effective April 30, 2011, Class 4 shares were closed.

The accompanying Notes are an integral part of these financial statements.

11

Statement of Changes in Net Assets
	Six months ended June 30, 2011*			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investments income	$	21,031		$	98,223
Net realized gain (loss) on investments and futures		1,474,421			(814,383	)
Net increase in unrealized appreciation on investments and futures		1,771,378			5,595,268
Net increase from operations		3,266,830			4,879,108
Distributions to shareholders from :
Net investment income
Class 1		—			(102,983	)
Class 4**		—			—
Total distributions		—			(102,983	)
Increase in net assets from operations and distributions		3,266,830			4,776,125
Share transactions :
Proceeds from sale of shares
Class 1		787,469			403,902
Class 4**		—			—
Value of distributions reinvested
Class 1		—			102,983
Class 4**		—			—
Cost of shares redeemed
Class 1		(4,305,571	)		(8,622,493	)
Class 4**		(10,658	)		—
Net (decrease) from share transactions		(3,528,760	)		(8,115,608	)
Total (decrease) in net assets		(261,930	)		(3,339,483	)
NET ASSETS
Beginning of period		45,289,258			48,628,741
End of period	$	45,027,328		$	45,289,258
Undistributed (distribution in excess of) net investment income, end of period	$	20,801		$	(230	)
CHANGES IN FUND SHARES
Class 1
Shares sold		10,463			6,304
Issued for distributions reinvested		—			1,434
Shares redeemed		(56,895	)		(131,514	)
Net (decrease) in fund shares		(46,432	)		(123,776	)
Class 4**
Shares sold		—			—
Issued for distributions reinvested		—			—
Shares redeemed		(136	)		—
Net increase (decrease) in fund shares		(136	)		—

* Unaudited

** Effective April 30, 2011 Class 4 shares were closed.

The accompanying Notes are an integral part of these financial statements.

12

Notes to Financial Statements June 30, 2011 (unaudited)

1. Organization of the Company

GE Investments Funds, Inc. (the “Company”) was incorporated under the laws of the Commonwealth of Virginia on May 14, 1984 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Company is composed of fourteen investment portfolios (collectively the “Funds”), although only the following eleven are currently being offered: U.S. Equity Fund, S&P 500 Index Fund, Premier Growth Equity Fund (the “Fund”), Core Value Equity Fund, Mid-Cap Equity Fund, Small-Cap Equity Fund, International Equity Fund, Total Return Fund, Income Fund, Money Market Fund and Real Estate Securities Fund.

Shares of the Funds of the Company are offered only to insurance company separate accounts that fund certain variable life insurance contracts and variable annuity contracts. GE Asset Management Incorporated (“GEAM”) is the investment adviser and administrator of each of the Funds.

The Company currently offers one share class (Class 1) as an investment option for variable life insurance and variable annuity contracts. Class 4 shares were first offered on May 1, 2008 and Fund shares outstanding prior to May 1, 2008 were designated as Class 1 shares. Effective April 30, 2011, Class 4 shares were closed and are no longer offered.

2. Summary of Significant Accounting Policies

The preparation sof financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates.

Subsequent events after the balance sheet date through the date the financial statements were issued, have been evaluated in the preparation of the financial statements. There are no items to report.

The following summarizes the significant accounting policies of the Company:

Securities Valuation and Transactions. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Securities transactions are accounted for as of the trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost for both financial statement and federal tax purposes.

The Fund’s income, expenses (other than distribution fees) and realized and unrealized gains and losses are allocated proportionally each day among the share classes based upon the relative net assets of each class.

Derivatives The Fund is subject to equity price risk in the normal course of pursuing its investment objective. The Fund may enter into derivative transactions to gain market exposure for residual and accumulating cash positions.

Futures Contracts A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. The Fund invests in stock index futures contracts subject to certain limitations to manage its exposure to the stock markets. Buying futures tends to increase a Fund’s exposure to the underlying instrument while selling futures tends to decrease a Fund’s exposure to the underlying instrument or to hedge other Fund investments. The Fund will not enter into a transaction involving futures for speculative purposes. With futures contracts, there is minimal counterparty credit risk to the Fund since futures contracts are exchange traded and the exchange’s clearinghouse, as counterparty to all traded futures, guarantees the futures against default. The Fund’s risks in using these contracts include changes in the value of the underlying instruments, non- performance of the counterparties under the contracts’ terms and changes in the liquidity of the secondary market for the contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they principally trade.

Upon entering into a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount, known as initial margin deposit. Subsequent payments, known as variation margin, are made or received by the Fund each day, depending on the daily fluctuation in the fair value of the underlying security. The Fund records an unrealized gain or loss equal to the daily variation margin. Should market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may incur a loss. The Fund recognizes a realized gain or loss upon the expiration or closing of a futures contract.

Investment Income Corporate actions (including cash dividends) are recorded on the ex-dividend date, net of

13

Notes to Financial Statements June 30, 2011 (unaudited)

applicable withholding taxes, except for certain foreign corporate actions which are recorded as soon after the ex-dividend date as possible.

Expenses Fund specific expenses are allocated to the Fund that incurs such expenses. Such expenses may include custodial fees, legal and accounting fees, printing costs and registration fees. Expenses that are not fund specific are allocated pro rata across the Funds. Certain class specific expenses (such as distribution fees) are allocated to the class that incurs such expense. Expenses of the Fund are generally paid directly by the Fund however, expenses may be paid by GEAM and reimbursed by the fund.

Federal Income Taxes The Fund intends to comply with all sections of the Internal Revenue Code applicable to regulated investment companies including the distribution of substantially all of its taxable net investment income and net realized capital gains to its shareholders. Therefore, no provision for federal income tax has been made. The Fund is treated as a separate taxpayer for federal income tax purposes.

3. Securities Valuation

The Fund utilizes various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a framework for measuring fair value and providing related disclosures. Broadly, the framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. It also establishes a three-level valuation hierarchy based upon observable and non-observable inputs.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical investments in active markets.

Level 2 — Quoted prices for similar investments in active markets; quoted prices for identical or similar investments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable.

Policies and procedures are maintained to value investments using the best and most relevant data available. In addition, pricing vendors are utilized to assist in valuing investments. GEAM performs periodic reviews of the methodologies used by independent pricing services including price validation of individual securities.

Fair Value Measurement The following section describes the valuation methodologies the Fund uses to measure different financial investments at fair value.

The Fund’s portfolio securities are valued generally on the basis of market quotations. Equity securities generally are valued at the last reported sales price on the primary market in which they are traded. Portfolio securities listed on NASDAQ are valued using the NASDAQ Official Closing Price. Level 1 securities primarily include publicly-traded equity securities which may not necessarily represent the last sale price. If no sales occurred on the exchange or NASDAQ that day, the portfolio security generally is valued using the last reported bid price. In those circumstances the Fund classifies the investment securities in Level 2.

The Fund uses the net asset value per unit for the collective fund. The Fund classifies the investment security in level 2.

Other financial investments are derivative instruments that are not reflected in Total Investments, such as exchange traded futures. Futures are valued at the last sale price on the primary market they are traded and are typically included in level 1.

If prices are not readily available for a portfolio security, or if it is believed that a price for a portfolio security does not represent its fair value, the security may be valued using procedures approved by the Fund’s Board of Directors that are designed to establish its “fair” value. These securities would generally be classified in Level 3. Those procedures require that the fair value of a security be established by the valuation committee. The valuation committee follows different protocols for different types of investments and circumstances. The fair value procedures may be used to value any investment of the Fund in the appropriate circumstances.

14

Notes to Financial Statements June 30, 2011 (unaudited)

The following table presents the Fund’s investments measured at fair value on a recurring basis at June 30, 2011:

Investments		Level 1			Level 2		Level 3		Total
Investments in Securities
Common Stock	$	43,986,906		$	—	$	—	$	43,986,906
Other Investments		—			2,797		—		2,797
Short-term Investments		1,159,406			—		—		1,159,406
Total Investments in Securities	$	45,146,312		$	2,797	$	—	$	45,149,109
Other Financial Instruments*
Futures Contracts — Unrealized Depreciation	$	(1,856	)	$	—	$	—	$	(1,856	)

* Other financial instruments include derivative instruments such as futures contracts. Amounts shown represent unrealized appreciation (depreciation) at period end.

There were no significant transfers between the fair value levels. Transfers between fair value levels are considered to occur at the beginning of the period.

4. Derivatives Transactions

Shown below are the derivative contracts entered into by each Fund, summarized by primary risk exposure as they

appear on the Statement of Assets and Liabilities, all of which are not accounted for as hedging instruments under FASB Accounting Standards Codification (“ASC”) No. 815 Derivatives and Hedging as of June 30, 2011.

Equity Contracts Assets, Net Assets —Net Unrealized Appreciation/ (Depreciation) on Futures — Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures (1,856 )* 

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments and Net Assets section of the Statement of Assets and Liabilities. Only the current day’s variation margin is reported within the Assets or Liabilities section of the Statement of Assets and Liabilities.

Shown below are the effects of derivative instruments on the Fund’s Statement of Operations, summarized by primary risk exposure all of which are not accounted for as hedging instruments under FASB Accounting ASC 815.

Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Operations	Total Notional Amount of Futures Contracts Purchased/(Sold) ($)		Realized Gain or (Loss) on Derivatives Recognized in Income ($)			Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized in Income ($)
Equity Contracts	Realized gain/(loss) on Futures, Increase/(decrease) in unrealized appreciation/(depreciation) on Futures		4,878,367/(4,963,135)	$	(44,926	)	$	(1,856	)

5. Line of Credit

The Company shares a revolving credit facility of up to $150 million with a number of its affiliates. The credit facility is with its custodian bank, State Street Bank and Trust Company (“State Street”). The revolving credit facility requires the payment of a commitment fee equal to 0.125% per annum on the daily unused portion of the credit facility, payable quarterly. The portion borne by the Fund generally is borne proportionally based upon net assets. In addition, the

Company has a $100 million uncommitted, unsecured line of credit with State Street. Generally, borrowings under the credit facilities would accrue interest at the Federal Funds Rate plus 50 basis points and would be borne by the borrowing Fund. The maximum amount allowed to be borrowed by any one Fund is the lesser of (i) 33.33% of the Fund’s total assets or (ii) 20% of its net assets. The credit facilities were not utilized by the Fund during the six month period ended June 30, 2011.

15

Notes to Financial Statements June 30, 2011 (unaudited)

6. Fees and Compensation Paid to Affiliates

GEAM, a registered investment adviser, was retained by the Company’s Board of Directors effective November 15, 1997 to act as investment adviser and administrator of the Fund. GEAM’s compensation for investment advisory and administrative services is paid monthly based on the average daily net assets of the Fund at an annualized rate of 0.65%.

GEAM has a contractual arrangement with the Fund to waive a portion of the Fund’s Management Fee in the amount equal to the management fee earned by GEAM with respect to the Funds Investment in the GE Institutional Money Market Fund.

Distribution and Service (12b-1) Fees The Company has adopted a Distribution and Service (12b-1) Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act with respect to Class 4 shares of the Fund. Under the Plan, the Fund may compensate GE Investment Distributors, Inc. (“GEID”), a wholly-owned subsidiary of GEAM and the Fund’s principal distributor, for certain sales services provided by GEID or other broker dealers and investor services provided by GEID or other service providers relating to the Fund’s Class 4 shares, including services to owners or prospective owners of variable contracts issued by insurance companies that offer such share class as an investment option. The amount of compensation paid under the Plan by the Fund’s Class 4 shares may not exceed 0.45% of the average daily net assets of the Fund attributable to such share class. The Plan continues in effect from year to year for so long as such continuance is approved annually by the Board of Directors, including by those directors who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to it.

Directors’ Compensation The Fund pays no compensation to its directors who are officers or employees of GEAM or its

affiliates. Directors who are not such officers or employees also serve in a similar capacity for other funds advised by GEAM. Compensation paid to unaffiliated directors are reflected on the Statement of Operations. These fees are allocated pro rata across all of the mutual fund platforms and share classes served by the directors, including the Fund, and are based upon the relative net assets of each fund within such platforms.

7. Investment Transactions

Purchases and Sales of Securities The cost of purchases and the proceeds from sales of investments, other than short-term securities and options, for the six month period ended June 30, 2011 were as follows:

Non-U.S. Government Securities
Purchases	Sales
$4,840,786	$8,239,275

8. Income Taxes

The Fund is subject to ASC 740, Income Taxes. ASC 740 provides guidance for financial accounting and reporting for the effects of income taxes that result from an entity’s activities during the year. ASC 740 also provides guidance regarding how certain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more likely than not” of being sustained by the applicable tax authority. There are no adjustments to the Fund’s net assets required under ASC 740. The Fund’s 2007, 2008, 2009 and 2010 fiscal years tax returns are still open to examination by the Federal and applicable state tax authorities.

At June 30, 2011, information on the tax cost of investments was as follows:

Cost of Investment for Tax Purposes	Gross Tax		Net Tax Appreciation/ (Depreciation)
	Appreciation	Depreciation
$38,814,096	$7,349,631	$(1,014,618)	$6,335,013

16

Notes to Financial Statements June 30, 2011 (unaudited)

As of December 31, 2010, the Fund has capital loss carryovers as indicated below.

Amount	Expires
$3,967,110	12/31/17
976,843	12/31/18

These amounts will be available to offset future taxable capital gains. Under the recently enacted Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

Capital loss carryovers are available to offset future realized capital gains to the extent provided in the Internal Revenue Code and regulations thereunder. To the extent that these carryover losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.

Any net capital and currency losses incurred after October 31, within the Fund’s tax year, are deemed to arise on the first day of the Fund’s next tax year if the Fund so elects to defer such losses.

The Fund did not defer any post-October losses for the year ended December 31, 2010.

The tax composition of distributions paid during the years ended December 31, 2010 and December 31, 2009 were as follows:

	Ordinary Income		Long- Term Capital Gains		Return of Capital		Total
2010	$	102,983	$	—	$	—	$	102,983
2009		153,151		—		—		153,151

Distributions to Shareholders The Fund declares and pays any dividends from net investment income annually. The Fund declares and pays any net realized capital gains in excess of capital loss carryforwards distributions annually. The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences include (but are not limited to) futures, investments organized as partnerships for tax purposes, and losses deferred due to wash sale transactions. Reclassifications due to permanent book/tax differences are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on the net asset value of the Fund. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments.

Undistributed Net Investment Income	Accumulated Net Realized Loss	Paid in Capital
$4,530	$(6)	$(4,524)

9. Significant Transaction

Effective April 30, 2011 the Fund closed Class 4 shares. A full redemption was made by investors in the share class at the closing net asset value.

17

Special Meeting of Shareholders — Voting Results (unaudited)

On April 1, 2011, the GE Investments Funds, Inc. (the “Company”) held a special meeting of shareholders of each series portfolio of the Company, including shareholders of the Premier Growth Equity Fund (the “Fund”). Shareholders of record on January 28, 2011 were entitled to vote on the proposals. For each proposal, except Proposal 1, shareholders voted on a fund-by-fund basis. For Proposal 1, shareholders of all funds voted together and not by fund or share class. At the meeting, all proposals were approved by the Fund and the following votes were recorded:

Proposal 1:

Election of Mr. R. Sheldon Johnson and Mr. Matthew J. Simpson as Directors to the Board of Directors of the Company.

Company votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		451,517,094.582		90.054	%		96.126	%
Abstain		18,195,810.391		3.629	%		3.874	%
Total		469,712,904.973		93.683	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		451,949,730.789		90.140	%		96.218	%
Abstain		17,763,174.184		3.543	%		3.782	%
Total		469,712,904.973		93.683	%		100.000	%

Fund votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		572,825.349		91.839	%		97.540	%
Abstain		14,443.890		2.316	%		2.460	%
Total		587,269.239		94.155	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		572,856.881		91.844	%		97.546	%
Abstain		14,412.358		2.311	%		2.454	%
Total		587,269.239		94.155	%		100.000	%

Proposal 2:

Approval of the use of a “manager of managers” arrangement whereby GEAM, as the Fund’s investment adviser, under certain circumstances, will be able to hire and replace sub-advisers to the Fund without obtaining shareholder approval.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		540,077.319		86.589	%		91.964	%
Against		38,175.748		6.121	%		6.501	%
Abstain		9,016.172		1.445	%		1.535	%
Broker Non-votes		_		_			_
Total		587,269.239		94.155	%		100.000	%

18

Special Meeting of Shareholders — Voting Results (unaudited)

Proposal 3:

Approval of the following changes in certain of the Fund’s investment policies, as follows:

A. Amendment of the Fund’s investment policy on senior securities.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		543,424.240		87.126	%		92.534	%
Against		33,917.324		5.437	%		5.776	%
Abstain		9,927.675		1.592	%		1.690	%
Broker Non-votes		—		—			—
Total		587,269.239		94.155	%		100.000	%

C. Amendment of the Fund’s investment policy on making loans.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		534,984.304		85.772	%		91.097	%
Against		41,470.933		6.649	%		7.062	%
Abstain		10,814.002		1.734	%		1.841	%
Broker Non-votes		—		—			—
Total		587,269.239		94.155	%		100.000	%

D. Amendment of the Fund’s investment policy on borrowing.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		536,760.770		86.057	%		91.399	%
Against		39,074.091		6.265	%		6.654	%
Abstain		11,434.378		1.833	%		1.947	%
Broker Non-votes		—		—			—
Total		587,269.239		94.155	%		100.000	%

E. Amendment of the Fund’s investment policy on diversification.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		546,928.433		87.687	%		93.131	%
Against		29,682.872		4.759	%		5.054	%
Abstain		10,657.934		1.709	%		1.815	%
Broker Non-votes		—		—			—
Total		587,269.239		94.155	%		100.000	%

F. Amendment of the Fund’s investment policy on concentration of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		536,902.696		86.080	%		91.424	%
Against		38,755.442		6.214	%		6.599	%
Abstain		11,611.101		1.861	%		1.977	%
Broker Non-votes		—		—			—
Total		587,269.239		94.155	%		100.000	%

19

Special Meeting of Shareholders — Voting Results (unaudited)

G. Amendment of the Fund’s investment policy on investments in commodities and its reclassification from a non-fundamental policy to a fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		545,582.174		87.472	%		92.902	%
Against		30,914.952		4.956	%		5.264	%
Abstain		10,772.113		1.727	%		1.834	%
Broker Non-votes		—		—			—
Total		587,269.239		94.155	%		100.000	%

H. Amendment of the Fund’s fundamental investment policy on illiquid investments and its reclassification from a fundamental policy to a non-fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		537,360.388		86.153	%		91.502	%
Against		40,512.859		6.496	%		6.898	%
Abstain		9,395.992		1.506	%		1.600	%
Broker Non-votes		—		—			—
Total		587,269.239		94.155	%		100.000	%

I. Elimination of the Fund’s investment policy on mortgaging, pledging and hypothecating of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		571,336.177		91.601	%		97.287	%
Against		13,723.006		2.200	%		2.337	%
Abstain		2,210.056		0.354	%		0.376	%
Broker Non-votes		—		—			—
Total		587,269.239		94.155	%		100.000	%

J. Amendment of the Fund’s investment policy on real estate investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		538,924.863		86.404	%		91.768	%
Against		38,614.101		6.191	%		6.575	%
Abstain		9,730.275		1.560	%		1.657	%
Broker Non-votes		—		—			—
Total		587,269.239		94.155	%		100.000	%

20

Additional Information (unaudited)

Information about Directors and Executive Officers:

The business and affairs of the Funds are managed under the direction of the Funds’ Board of Directors. Information pertaining to the Directors and officers of the Funds is set forth below.

Interested Directors and Executive Officers

Michael J. Cosgrove

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    62

Position(s) Held with Fund    Chairman of the Board and President

Term of Office and Length of Time Served    Until successor is elected and qualified — 14 years

Principal Occupation(s) During Past 5 years    President and Chief Executive Officer — Mutual Funds and Intermediary Business at GEAM since March 2007; Executive Vice President of GEAM from February 1997 to March 2007; Vice President, GE Capital Corporation, an indirect wholly-owned subsidiary of GE, since December 1999; Executive Vice President — Mutual Funds of GEAM, a wholly-owned subsidiary of GE that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, since March 1993; President and Director of GE Investment Distributors, Inc., since June 2011. Director of GEAM since 1988.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Chairman of the Board and President of GE Institutional Funds since 1997; Trustee of Elfun Funds, GE Savings & Security Funds, General Relief and Loan Fund and General Electric Pension Trust since 1988; Trustee of Fordham University from 2002 to June 30, 2010 and since July 2011; Trustee of GE Volunteers since 1993; Director of GE Foundation; Director, GE Asset Management (Ireland) Limited, since February 1999, GE Asset Management Funds Plc since 1998, GE Asset Management Canada Company since 1998, GE Asset Management Limited since 1998 and GEAM since 1988; Chairman of the Board and President of GE Funds from 1993 to February 2011.

Matthew J. Simpson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    50

Position(s) Held with Fund    Director and Executive Vice President

Term of Office and Length of Time Served    Until successor is elected and qualified — 3 years

Principal Occupation(s) During Past 5 years    Executive Vice President, General Counsel and Secretary of GEAM since July 2007; Senior Vice President and General Counsel — Marketing and Client Services (formerly Asset Management Services) at GEAM and Senior Vice President and General Counsel of GE Asset Management Services from February 1997 to July 2007; Vice President and Associate General Counsel of GEAM from October 1992 to February 1997; Secretary of GE Funds from 1993 to July 2007 and Vice President from September 2003 to July 2007; Secretary of GE Institutional Funds and GE Investments Funds, Inc. from 1997 to July 2007; Secretary of Elfun Funds and GE Savings & Security Funds since July 2007; Assistant Secretary of Elfun Funds and GE Savings & Security Funds from 1998 to July 2007 and Vice President from October 2003 to July 2007.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Trustee of Elfun Funds, GE Savings & Security Funds and General Electric Pension Trust since July 2007; Trustee of GE Institutional Funds since April 2011 and Trustee of GE Funds from July 2007 to February 2011.

21

Additional Information (unaudited)

Joon Won Choe

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    41

Position(s) Held with Fund    Vice President & Secretary

Term of Office and Length of Time Served    Until successor is elected and qualified — Vice President and Secretary — less than 1 year

Principal Occupation(s) During Past 5 years    Senior Vice President and Deputy General Counsel at GEAM since March 2011; Senior Vice President and Associate General Counsel at GEAM from June 2010 to March 2011; Vice President and Associate General Counsel at GEAM from November 2005 to June 2010; Vice President and Secretary of GE Institutional Funds and GE Investments Funds, Inc. since September 2010; Vice President and Assistant Secretary of Elfun Funds and GE Savings & Security Funds since September 2010.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Robert Herlihy

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    43

Position(s) Held with Fund    Chief Compliance Officer

Term of Office and Length of Time Served    Until successor is elected and qualified — 5 years

Principal Occupation(s) During Past 5 years    Chief Compliance Officer of GEAM, GE Institutional Funds, Elfun Funds, and GE Savings and Security Funds since July 2005; Chief Compliance Officer of GE Funds from July 2005 to February 2011; and Manager of Fund Administration at GEAM from 2002 — 2005.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Arthur A. Jensen

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    44

Position(s) Held with Fund    Treasurer

Term of Office and Length of Time Served    Until successor is elected and qualified — less than 1 year

Principal Occupations(s) During Past 5 Years    Treasurer of GE Institutional Funds, Elfun Funds and GE Savings and Security Funds since June 2011; Mutual Funds Controller of GEAM since April 2011; Senior Vice President at Citigroup from 2008 to 2010 and Vice President at JPMorgan from 2005 to 2008.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

22

Additional Information (unaudited)

Non-Interested Directors

John R. Costantino

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    65

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified — 14 years

Principal Occupation(s) During Past 5 years    General Partner, NGN Capital LLC since 2006; Managing Director, Vice President of Walden Capital Management since 1996.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Director of GE Institutional Funds since 1997; Trustee of Fordham University from 1989-1995 and 2001-2007 and Trustee Emeritus since 2007; Trustee of Neuroscience Research Institute since 1986; Trustee of GE Funds from 1993 to February 2011; Trustee of Gregorian University Foundation from 1992-2007; Director of Artes Medical from 2006-2008.

R. Sheldon Johnson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    64

Positions(s) Held with Fund    Director

Term of office and Length of Time served    Unit Successor is elected and qualified — less than 1 year.

Principal Occupation(s) During Past 5 years    Managing Director at Morgan Stanley & Co.,Inc. from 1988 to 2006; Head of Global Institutional Equity Sales and Marketing at Morgan Stanley & Co., Inc. from 2002 to 2006.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since April 2011 and Trustee of St. Lawrence University since 2003.

Robert P. Quinn

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    75

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified — 14 years

Principal Occupation(s) During Past 5 years    Retired since 1983 from Salomon Brothers Inc.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since 1997; Trustee of St. Francis Hospital since 1980; and Trustee of GE Funds from 1993 to February 2011.

The Statement of Additional Information for the Funds includes additional information about the Directors and Officers and is available, without charge, upon request by calling 1-800-242-0134.

23

Investment Team (unaudited)

Investment Adviser and Administrator

GE Asset Management Incorporated

Board of Directors

Michael J. Cosgrove, Chairman

John R. Costantino

R. Sheldon Johnson*

Robert P. Quinn

Matthew J. Simpson

Secretary

Joon Won Choe

Assistant Secretary

Michelle Matzelle

Treasurer

Arthur A. Jensen (effective June 6, 2011)

Assistant Treasurer

Casey Yantosca

Distributor

GE Investment Distributors, Inc.

Member FINRA and SIPC

Custodian

State Street Bank & Trust Company

Officers of the Investment Adviser

Dmitri Stockton, President and Chief Executive Officer (since May 2011)†

Cheryl H. Beacock, Senior Vice President, Human Resources

George A. Bicher, Chief Risk Officer

Paul M. Colonna, President and Chief Investment Officer — Fixed Income Investments

Michael J. Cosgrove, President and Chief Executive

Officer — Mutual Funds & Intermediary Business

Ralph R. Layman, President and Chief Investment Officer — Public Equity Investments

Maureen B. Mitchell, President — Institutional Sales and Marketing

Matthew J. Simpson, Executive Vice President, General Counsel and Secretary

Don W. Torey, President — Alternative Investments

John J. Walker, Executive Vice President, Chief Operating Officer

David Wiederecht, President and Chief Investment Officer — Investment Strategies

Tracie A. Winbigler, Executive Vice President, Chief Financial Officer (since January 2011)

* Mr. Johnson was elected as a Director of the Funds effective April 1, 2011.

† Effective May 1, 2011, Mr. Stockton replaced James W. Ireland as President and Chief Executive Officer.

At GE Asset Management, we’re dedicated to providing the investment options you’ll need to tailor your financial portfolio to every stage of your life. Each member of the GE Family of Funds is managed according to the same principles of integrity and quality that have guided GE over the past century, and have made it the world-class company that it is today. Each fund draws strength from a heritage of investment management experience that spans more than 80 years. Whether you’re creating a new investment portfolio or adding to an established one, the GE Family of Funds offers an array of professionally managed investment options that will help you meet a lifetime of financial needs.

24

Investment Adviser

GE Asset Management Incorporated

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

Distributor

GE Investment Distributors, Inc.

member FINRA and SIPC

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities is available without charge (i) upon request, by calling 1-800-493-3042; (ii) on the Fund’s website at http://www.geam.com; and (iii) on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC—information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at http://www.geam.com; and (ii) on the Commission’s website at http://www.sec.gov.

GE Investments Funds, Inc.

Core Value Equity Fund Letter from the Chairman

Michael J. Cosgrove

Chairman,

GE Investments Funds, Inc.

Dear Shareholder:

Attached is the semi-annual report for GE Investments Funds, Inc. — Core Value Equity Fund (the “Fund”) for the six-month period ended June 30, 2011. The report contains information about the performance of the Fund and other fund-specific data, along with portfolio manager commentary.

We have provided you with an overview of the investment markets, along with our investment outlook for the coming months.

Market Overview

Most major equity indices posted positive returns in the six-month period ended June 30, 2011, despite geopolitical tensions in the Middle East and North Africa, a devastating earthquake in Japan, ongoing concerns about unresolved sovereign debt issues in peripheral Europe and elevated inflation in emerging markets. Volatility increased in May and June, however, as some measures of global economic activity weakened and uncertainties over Greece’s ability to finance and service its debt rattled the financial markets. In the U.S., concerns over the end of quantitative easing by the Federal Reserve and political wrangling over the government debt ceiling further contributed to a challenging environment. The increase in risk aversion benefited the fixed income markets as many investors sought out safer investments. Toward the end of June, the Greek Parliament passed austerity measures that seemed to calm the markets and opened the way for the next round of financing from the European Central Bank and the International Monetary Fund.

Against this backdrop, financial markets posted positive results for the six- and 12-month periods ended June 30, 2011 as represented by the index returns in the below chart.

Total Returns (%) as of June 30, 2011	6-month		12-month
U.S. equities (S&P 500 Index)		6.0		30.7
Global equities (MSCI World Index)		5.3		30.5
International equities (MSCI EAFE Index)		5.0		30.4
Small-cap U.S. equities (Russell 2000 Index)		6.2		37.4
Mid-cap U.S. equities (Russell Mid Cap Index)		8.1		38.5
U.S. fixed income (Barclays Capital U.S. Aggregate Bond Index)		2.7		3.9
U.S. short-term government fixed income (Barclays Capital 1-3 Year U.S. Government Bond Index)		0.9		1.4

Outlook

We remain constructive on the prospects for healthy global growth, although it may be at a slower pace than originally anticipated. Central banks in the U.S. and Europe remain accommodative and supply chain issues in Japan appear to have abated. There are also signs that inflation may be peaking in emerging markets as commodity prices have eased in recent months. Corporate balance sheets remain healthy and fundamentals remain intact, in our view. We believe that valuations for equities are not stretched and remain below historical averages while equity risk premiums are still high-offering the possibility for further gains. We expect that the financial markets are likely to remain volatile due to outstanding sovereign debt issues, but believe that returns are biased to the upside in the second half of the year.

Thank you for investing with GE Investments Funds.

Sincerely,

Michael J. Cosgrove

Chairman, GE Investments Funds, Inc.

July 2011

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

Core Value Equity Fund Letter from the Chairman  (Continued)

Mike Cosgrove is President and Chief Executive Officer – Mutual Funds and Intermediary Business at GE Asset Management Incorporated (“GEAM”). In addition to the GE Investments Funds, he is also Chairman of the Board and President of GE Institutional Funds and Director and President of GEAM’s broker-dealer which serves as underwriter and distributor for the GE Investments Funds. Mr. Cosgrove serves as a Trustee of the GE Savings & Security Funds, the GE Foundation, and the GE Pension Trust. He also serves on the Board of Directors of the Skin Cancer Foundation and is a Trustee of Fordham University. Previously Chief Financial Officer of GE Asset Management and Assistant Treasurer – GE Company, Mr. Cosgrove joined GE in 1970 and held a number of managerial positions in finance and sales in the International Operation and the GE Trading Company. He received a BS in Economics from Fordham University and an MBA from St. John’s University.

This does not constitute a part of the Fund’s Shareholder Report

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc.

GE Investments Funds, Inc.

Core Value Equity Fund

Semi-Annual Report

June 30, 2011

GE Investments Funds, Inc.

Core Value Equity Fund Contents

Notes to Performance	1
Manager Review and Schedule of Investments	2
Notes to Schedule of Investments	9
Financial Statements
Financial Highlights	10
Statement of Assets and Liabilities	11
Statement of Operations	12
Statements of Changes in Net Assets	13
Notes to Financial Statements	14
Special Meeting of Shareholders — Voting Results	19
Additional Information	22
Investment Team	25

This report is prepared for Policyholders of certain variable contracts and may be distributed to others only if preceded or accompanied by the variable contract’s current prospectus and the current prospectus of the Fund available for investments thereunder.

Notes to Performance June 30, 2011 (unaudited)

The information provided on the performance pages relates to the GE Investments Core Value Equity Fund (the “Fund”) and is unaudited.

Total returns take into account changes in share price and assume reinvestment of dividends and capital gains distributions, if any. Total returns shown are net of Fund fees and expenses but do not reflect fees and charges associated with the variable contracts such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the Fund’s total returns for all periods shown.

The performance data quoted represents past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Periods less than one year are not annualized. Please call toll-free 800-493-3042 or visit the Fund’s website at http://www.geam.com for the most recent month-end performance data.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. An investment in the Fund is subject to risk, including possible loss of principal invested.

The S&P 500^® Index is an unmanaged, market capitalization-weighted index of stocks of 500 large U.S. companies, which is widely used as a measure of large-cap U.S. stock market performance. The results shown for the foregoing index assume the reinvestment of net dividends or interest. They do not reflect the actual cost of investing in the instruments that comprise the index.

The peer universe of the underlying annuity funds used for the peer group average annual total return calculation is based on a blend of Morningstar peer categories, as shown. Morningstar is an independent mutual fund rating service. A Fund’s performance may be compared to or ranked within a universe of mutual funds with investment objectives and policies similar but not necessarily identical to that of the Fund.

^©2011 Morningstar, Inc. All Rights Reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damage or losses relating from any use of this information. Past performance is no guarantee of future results.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc. and a wholly owned subsidiary of GE Asset Management Incorporated, the investment adviser of the Fund.

1

Core Value Equity Fund (unaudited)

Stephen V. Gelhaus

Senior Vice President

Paul C. Reinhardt

Senior Vice President

The Core Value Equity Fund is co-managed by Paul C. Reinhardt and Stephen V. Gelhaus. Messrs. Reinhardt and Gelhaus both manage the Fund as a collaborative team. Both portfolio managers have the authority to increase or decrease existing positions in the Fund; however, Mr. Reinhardt, as lead manager, is vested with the authority to purchase securities that are new to the Fund or to divest the Fund of its entire position in a security. Mr. Reinhardt also has veto authority over Mr. Gelhaus’ trade decisions.

Paul C. Reinhardt is a Senior Vice President of GE Asset Management and lead portfolio manager of the Fund. He has served in this capacity since April 2002. Mr. Reinhardt joined GE Asset Management in 1982 as an equity analyst and has been a portfolio manager since 1987.

Stephen V. Gelhaus is a Senior Vice President of GE Asset Management. He has been a member of the portfolio management team for the Fund since January 2002. Mr. Gelhaus joined GE Asset Management in June 1991 and was a research analyst in the U.S. equities group from 1995 through 2001 and became an associate portfolio manager for the Fund in August 1999.

Q. How did the Core Value Equity Fund perform compared to its benchmark and Morningstar peer group for the six-month period ended June 30, 2011?

A. For the six-month period ended June 30, 2011, the Core Value Equity Fund returned 5.20% for Class 1 shares and 5.08% for Class 4 shares. The S&P 500 Index, the Fund’s benchmark, returned 6.02% and the Fund’s Morningstar peer group of 384 U.S. Insurance Large Blend funds returned an average of 5.25% over the same period.

Q. What market factors affected Fund performance?

A. The S&P 500 experienced major volatility during the period against a backdrop of concerns including political unrest in the Middle East and North Africa (which sent oil prices skyrocketing 22%, then down 17% after strategic reserves were released to

mitigate supply disruptions), fears of European sovereign debt contagion (which punished bank stocks), and U.S. deficit and debt ceiling debate. Despite these worries, corporate earnings strength sent U.S. equity markets higher early in the year, before renewed macro fears reversed the advance by the end of March. Bolstered by positive economic data, the S&P 500 rebounded and hit a three-year high on April 29^th, but fluctuated wildly as the drumbeat of concerns continued. While more cyclical sectors outperformed in the first calendar quarter, a defensive shift characterized the markets as mid-year approached. During the period the large cap growth style of investing outperformed the value style, driven largely by underperformance in the financials sector (-3% in the context of a +6% S&P 500 return). The information technology (+2%) sector also lagged as many investors questioned the strength of the recovery. Health care (+14%) was the strongest S&P 500 sector, followed by energy (+11%) and utilities (+9%) for the period.

Q. What were the primary drivers of Fund performance?

A. The key driver of underperformance was the Fund’s overweight position in financials. However, within the sector we placed a relative emphasis on insurance stocks — which we believed to be relatively immune to credit and regulatory concerns. Individual financials holdings that weighed on returns included, Morgan Stanley (-15%), Bank of New York Mellon
(-15%), PartnerRe (-13%) and JP Morgan Chase
(-3%). Retailer, Target (-21%), disappointed with its earnings outlook as the company deployed capital to expand into Canada, and put share repurchases on hold. Within consumer discretionary, the Fund’s portfolio managers have been cautious on leisure and internet retail stocks, given high valuations. This detracted from relative returns, as we were underweighted in industry groups that significantly outperformed.

2

(unaudited)

In terms of positive performance drivers, strong stock selection and an overweight in energy bolstered the Fund’s performance, benefiting from significant rallies in El Paso (+47% as it accelerated plans to spin off its oil exploration and production unit) and Marathon Oil (+44% as it split off its refining business). Within technology, the Fund benefited from underweighting the sector and not owning Google as it dropped 15% during the period. Several health care holdings contributed positively to performance, including Covidien (+18%) and Omnicare (+26%). Finally, our media holdings were also solid contributors. Time Warner (+15%) and News Corp. (+22%) both benefited from the continued recovery in advertising spending, and increased cable-networks subscription fees. We participated in the IPO of Nielsen Holdings (+23%) and it was a top contributor, driven by improving fundamentals in media, as well as a market-leading position in media information and analytics. We continued to hold Nielsen at the end of the period.

Q. How was the Fund positioned at the end of the period?

A. In the current U.S. stock market, we believe the more attractive valuations are found in many large, high-quality companies with global franchises. Our team continues to find attractive opportunities across all economic sectors, and we have continued to apply our relative value discipline on a stock-by-stock basis, investing in attractive companies with strong free cash flow, experienced management, and balance sheet strength. At mid-year, the Fund’s largest absolute and relative weighting was in financials, and the largest underweights were in technology, industrials and consumer discretionary. We increased our exposure to health care during the period, making it a more meaningful overweight, and trimmed our underweight in consumer staples. We decreased our exposure to information technology, telecommunications and energy.

We have been building positions in the insurance industry within financials, initiating positions in Chubb, Hartford Financial and RenaissanceRe, and added to Ace and Hartford Financial Services. We appreciate the relative lack of exposure to regulatory uncertainties within insurance and believe these companies could benefit from pricing power in their respective markets. Based on improvements in

consumer credit trends, we added Discover Financial Services to the Fund and increased our position in American Express. We funded these purchases by eliminating our position in Principal Financial Group, and selling down our positions in what we believe are higher risk banks including Wells Fargo, a regional bank, and Citigroup. We increased our health care sector holdings, starting a new position in PerkinElmer, and added to existing holdings in Pfizer, Hospira and HCA. Our rationale was attractive valuations, given stock performance over the last twelve months. In energy, we were overweight at the end of the period in both oil service and E&P stocks given what we believe are attractive valuations.

3

Core Value Equity Fund (unaudited)

Understanding Your Fund’s Expenses

As a shareholder of the Fund you incur ongoing costs. Ongoing costs include portfolio management fees, distribution and services fees (for Class 4 shares), professional fees, administrative fees and other Fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors in each share class of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended June 30, 2011.

Actual Expenses

The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the

number given for your class under the heading “Expenses paid during period.”

Hypothetical Example for Comparison Purposes

The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholders reports of other funds.

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transaction costs, such as sales charges or redemption fees, if any. Additionally, the expenses shown do not reflect the fees or charges associated with variable contracts through which shares of the Fund are offered.

January 1, 2011 – June 30, 2011

	Account value at the beginning of the period ($)		Account value at the end of the period  ($)		Expenses paid during the period ($)*
Actual Fund Return**
Class 1		1,000.00		1,051.98		6.05
Class 4		1,000.00		1,050.85		8.34
Hypothetical 5% Return (2.5% for the period)
Class 1		1,000.00		1,018.72		5.96
Class 4		1,000.00		1,016.52		8.20

* Expenses are equal to the Fund’s annualized expense ratio of 1.19% for Class 1 shares and 1.64% for Class 4 shares (for the period January 1, 2011—June 30, 2011), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

** Actual Fund Returns for the six-month period ended June 30, 2011 were as follows: 5.20% for Class 1 shares, and 5.08% for Class 4 shares. Past performance does not guarantee future results.

4

Core Value Equity Fund (unaudited)

Investment Profile

A mutual fund designed for investors who seek long-term growth of capital and future income. The Fund seeks its objectives by investing at least 80% of its net assets under normal circumstances in equity securities, such as common and preferred stocks. The Fund invests primarily in U.S. companies that the portfolio managers believe are undervalued by the market but have solid growth prospects.

Morningstar Performance Comparison

Based on average annual returns for periods ended June 30, 2011

	Six Months*			One Year			Three Year			Five Year			Ten Year
Number of Funds in peer group:		384			384			371			353			276
Peer group average annual total return:		5.25	%		29.38	%		2.69	%		2.47	%		2.44	%
Morningstar category in peer group: U.S. Insurance Large Blend

Sector Allocation

as a % of Fair Value ^(c) of $18,922 (in thousands) on June 30, 2011 ^(b)(c)

Top Ten Largest Holdings

as of June 30, 2011 (as a % of Fair Value) ^(b)(c)

International Business Machines Corp.	2.69%
PepsiCo Inc.	2.58%
JPMorgan Chase & Co.	2.53%
Pfizer Inc.	2.46%
Chevron Corp.	2.42%
Time Warner Inc.	2.42%
Microsoft Corp.	2.38%
Kraft Foods Inc.	2.37%
Covidien PLC	2.18%
ACE Ltd.	2.05%

Change in Value of a $10,000 Investment

Class 1 Shares

Average Annual Total Return

for the Periods Ended June 30, 2011

Class 1 Shares (Inception date: 4/28/00)

	Six Months*		One Year		Five Year		Ten Year		Ending Value of a $10,000 investment (a)
Core Value Equity Fund		5.20%		28.56%		4.29%		3.67%	$	14,333
S&P 500 Index		6.02%		30.69%		2.94%		2.72%	$	13,076

Change in Value of a $10,000 Investment

Class 4 Shares

Average Annual Total Returns

for the Periods Ended June 30, 2011

Class 4 Shares (Inception date: 5/1/08)

	Six Months*		One Year		Three Year		Since Inception		Ending Value of a $10,000 investment (a)
Core Value Equity Fund		5.08%		28.08%		2.30%		0.27%	$	10,084
S&P 500 Index		6.02%		30.69%		3.34%		0.74%	$	10,235

(a) Ending value of a $10,000 investment for the ten-year period or since inception, whichever is less.

(b) The securities information regarding holdings, allocations and other characteristics is presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security.

(c) Fair value basis is inclusive of Short-Term Investment in GE Institutional Money Market Fund.

* Total returns for the six month period ended June 30, 2011 are not annualized.

** Less than 0.05%.

See Notes to Performance on page 1 for further information, including an explanation of Morningstar peer categories.

Past performance does not predict future performance and the graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares and does not reflect the fees or charges that would be associated with variable contracts through which shares of the Fund are offered.

5

Core Value Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

Core Value Equity Fund

	Number of Shares		Fair Value
Common Stock — 93.9%†
Advertising — 1.9%
Omnicom Group Inc.		7,528	$	362,548
Aerospace & Defense — 2.7%
General Dynamics Corp.		495		36,887
Honeywell International Inc.		6,247		372,259
Rockwell Collins Inc.		1,486		91,671
				500,817
Agricultural Products — 0.9%
Archer-Daniels-Midland Co.		5,943		179,181
Air Freight & Logistics — 0.9%
FedEx Corp.		1,783		169,118
Asset Management & Custody Banks — 4.3%
Ameriprise Financial Inc.		4,655		268,500
Invesco Ltd.		5,151		120,533
State Street Corp.		5,151		232,259	(c)
The Bank of New York Mellon Corp.		7,280		186,514
				807,806
Biotechnology — 2.1%
Amgen Inc.		2,476		144,475	(a)
Gilead Sciences Inc.		6,191		256,369	(a)
				400,844
Coal & Consumable Fuels — 0.8%
Peabody Energy Corp.		2,625		154,639
Communications Equipment — 0.9%
Cisco Systems Inc.		10,895		170,071
Computer Hardware — 1.1%
Apple Inc.		272		91,302	(a)
Hewlett-Packard Co.		3,364		122,450
				213,752
Construction & Farm Machinery & Heavy Trucks — 0.9%
Deere & Co.		1,981		163,333
Consumer Finance — 1.2%
American Express Co.		4,210		217,657
Discover Financial Services		495		13,241
				230,898
Data Processing & Outsourced Services — 1.6%
The Western Union Co.		15,186		304,176

	Number of Shares		Fair Value
Department Stores — 0.7%
Macy’s Inc.		4,210	$	123,100
Diversified Financial Services — 5.4%
Bank of America Corp.		17,829		195,406
Citigroup Inc.		2,278		94,856
JPMorgan Chase & Co.		11,688		478,507
US BanCorp		1,981		50,535
Wells Fargo & Co.		6,934		194,568
				1,013,872
Diversified Metals & Mining — 0.8%
Freeport-McMoRan Copper & Gold Inc.		2,872		151,929
Drug Retail — 0.5%
CVS Caremark Corp.		2,724		102,368
Electric Utilities — 1.4%
FirstEnergy Corp.		941		41,545
NextEra Energy Inc.		3,714		213,406
				254,951
Electrical Components & Equipment — 0.5%
Cooper Industries PLC		1,733		103,408
Electronic Components — 0.6%
Corning Inc.		6,247		113,383
Fertilizers & Agricultural Chemicals — 0.5%
Potash Corporation of Saskatchewan Inc.		1,585		90,329
General Merchandise Stores — 0.9%
Target Corp.		3,714		174,224
Healthcare Distributors — 0.4%
Cardinal Health Inc.		1,535		69,720
Healthcare Equipment — 2.2%
Covidien PLC		7,764		413,278
Healthcare Facilities — 0.6%
HCA Holdings Inc.		3,467		114,411	(a)
Healthcare Services — 1.1%
Omnicare Inc.		6,290		200,588
Home Improvement Retail — 0.6%
Lowe’s companies Inc.		4,953		115,454
Hotels, Resorts & Cruise Lines — 0.1%
Carnival Corp.		517		19,455

See Notes to Schedule of Investments and Notes to Financial Statements.

6

Core Value Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Household Products — 2.5%
Clorox Co.		3,466	$	233,747
The Procter & Gamble Co.		3,615		229,806
				463,553
Independent Power Producers & Energy Traders — 1.5%
Calpine Corp.		6,191		99,861	(a)
The AES Corp.		13,867		176,666	(a)
				276,527
Industrial Conglomerates — 0.5%
Siemens AG ADR		720		99,022
Industrial Machinery — 0.2%
Eaton Corp.		673		34,626
Integrated Oil & Gas — 5.5%
Chevron Corp.		4,457		458,358
Exxon Mobil Corp.		3,566		290,201	(d)
Marathon Oil Corp.		2,724		143,500
Suncor Energy Inc.		3,863		151,043
				1,043,102
Integrated Telecommunication Services — 2.7%
AT&T Inc.		8,914		279,989
Verizon Communications Inc.		5,943		221,258
				501,247
Investment Banking & Brokerage — 0.6%
Morgan Stanley		5,286		121,631
IT Consulting & Other Services — 2.7%
International Business Machines Corp.		2,971		509,675
Life & Health Insurance — 2.4%
MetLife Inc.		3,412		149,684
Prudential Financial Inc.		4,806		305,613
				455,297
Life Sciences Tools & Services — 1.2%
PerkinElmer Inc.		765		20,586
Thermo Fisher Scientific Inc.		3,170		204,116	(a)
				224,702
Movies & Entertainment — 4.7%
News Corp.		14,801		261,978
The Walt Disney Co.		4,210		164,358
Time Warner Inc.		12,591		457,935
				884,271
Multi-Line Insurance — 0.5%
Hartford Financial Services Group Inc.		3,764		99,257

	Number of Shares		Fair Value
Multi-Utilities — 1.3%
Dominion Resources Inc.		5,151	$	248,639
Oil & Gas Equipment & Services — 2.3%
Halliburton Co.		3,021		154,071
National Oilwell Varco Inc.		1,238		96,824
Schlumberger Ltd.		2,052		177,293
				428,188
Oil & Gas Exploration & Production — 2.7%
Apache Corp.		2,971		366,592
Devon Energy Corp.		990		78,022
Southwestern Energy Co.		1,733		74,311	(a)
				518,925
Oil & Gas Storage & Transportation — 1.6%
El Paso Corp.		10,648		215,090
Spectra Energy Corp.		2,872		78,721
				293,811
Packaged Foods & Meats — 3.2%
ConAgra Foods Inc.		3,962		102,259
Kraft Foods Inc.		12,755		449,359
Nestle S.A. ADR		990		61,756
				613,374
Pharmaceuticals — 6.4%
Bristol-Myers Squibb Co.		5,695		164,927
Hospira Inc.		2,713		153,719	(a)
Johnson & Johnson		3,368		224,039
Novartis AG ADR		3,318		202,763
Pfizer Inc.		22,583		465,210
				1,210,658
Property & Casualty Insurance — 3.0%
ACE Ltd.		5,893		387,877
Chubb Corp.		2,971		186,014
				573,891
Rail Roads — 0.5%
Union Pacific Corp.		891		93,020
Reinsurance — 1.1%
PartnerRe Ltd.		2,156		148,441
RenaissanceRe Holdings Ltd.		743		51,973
				200,414
Research & Consulting Services — 0.9%
Nielsen Holdings N.V.		5,448		169,760	(a)
Semiconductor Equipment — 0.6%
Applied Materials Inc.		3,170		41,242
KLA-Tencor Corp.		1,832		74,159
				115,401

See Notes to Schedule of Investments and Notes to Financial Statements.

7

Core Value Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Semiconductors — 2.1%
Intel Corp.		8,172	$	181,091
Microchip Technology Inc.		1,684		63,840
Texas Instruments Inc.		4,705		154,465
				399,396
Soft Drinks — 2.6%
PepsiCo Inc.		6,933		488,291
Steel — 1.1%
Allegheny Technologies Inc.		3,219		204,310
Systems Software — 3.9%
Microsoft Corp.		17,300		449,800		(d)
Oracle Corp.		8,890		292,570
				742,370
Total Common Stock (Cost $14,981,844)				17,731,011
Exchange Traded Funds — 1.6%
Financial Select Sector SPDR Fund		3,936		60,339		(f)
Industrial Select Sector SPDR Fund		6,524		242,954		(d,f)
Total Exchange Traded Funds (Cost $307, 847)				303,293
Other Investments — 0.0%*
GEI Investment Fund (Cost $8,106)				8,188		(e)
Total Investments in Securities (Cost $15,297,797)				18,042,492
Short-Term Investments — 4.7%
GE Institutional Money Market Fund Investment Class 0.11% (Cost $879,868)				879,868		(b,e)
Total Investments (Cost $16,177,665)				18,922,360
Liabilities in Excess of Other Assets, net — (0.2)%				(32,199	)
NET ASSETS — 100.0%			$	18,890,161

Other Information

The Fund had the following long futures contracts open at June 30, 2011 (unaudited):

Description	Expiration date		Number of Contracts		Current Notional Value		Unrealized Appreciation
S&P 500 Emini Index Futures		September 2011		11	$	723,525	$	29,186

See Notes to Schedule of Investments and Notes to Financial Statements.

8

Notes to Schedule of Investments June 30, 2011 (unaudited)

The views expressed in this document reflect our judgment as of the publication date and are subject to change at any time without notice. The securities information regarding holdings, allocations and other characteristics are presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security. See the Fund’s summary prospectus and statutory prospectus for complete descriptions of investment objectives, policies, risks and permissible investments.

(a) Non-income producing security.

(b) Coupon amount represents effective yield.

(c) State Street Corp. is the parent company of State Street Bank & Trust Co., the Fund’s custodian and accounting agent.

(d) At June 30, 2011 , all or a portion of this security was pledged to cover collateral requirements for futures, options, forward foreign currency contracts and/or TBA’s.

(e) GE Asset Management, the investment adviser of the Fund, also serves as investment adviser of the GEI Investment Fund and the GE Institutional Money Market Fund.

(f) Sponsored by SSgA Funds Management, Inc., an affiliate of State Street Bank & Trust Co., the Fund’s custodian and accounting agent.

* Less than 0.05%.

† Percentages are based on net assets as of June 30, 2011.

Abbreviations:

ADR	American Depository Receipt
SPDR	Standard & Poors Depository Receipts

9

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated

	CLASS 1																CLASS 4
	6/30/11†			12/31/10			12/31/09			12/31/08			12/31/07		12/31/06		6/30/11†			12/31/10			12/31/09			12/31/08
Inception date		—			—			—			—			—		4/28/00		—			—			—			5/1/08
Net asset value, beginning of period	$	8.85		$	8.04		$	6.48		$	10.16		$	10.70	$	10.01	$	8.85		$	8.04		$	6.49			$9.82
Income/(loss) from investment operations:
Net investment income		0.04			0.11	**		0.08			0.11			0.12		0.17		0.01			0.07	**		0.01			0.05	**
Net realized and unrealized gains/(losses) on investments		0.42			0.82			1.57			(3.46)			0.97		1.62		0.44			0.82			1.60			(3.08)
Total income/(loss) from investment operations		0.46			0.93			1.65			(3.35)			1.09		1.79		0.45			0.89			1.61			(3.03)
Less distributions from:
Net investment income		—			0.12			0.09			0.12			0.12		0.17		—			0.08			0.06			0.09
Net realized gains		—			—			—			0.21			1.51		0.93		—			—			—			0.21
Total distributions		—			0.12			0.09			0.33			1.63		1.10		—			0.08			0.06			0.30
Net asset value, end of period	$	9.31		$	8.85		$	8.04		$	6.48		$	10.16	$	10.70	$	9.30		$	8.85		$	8.04			$6.49
TOTAL RETURN (a)		5.20%			11.57%			25.40%			(32.94)%			10.10%		17.85%		5.08%			11.12%			24.74%			(30.77)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)	$	18,880			$19,756			$21,847			$20,361			$37,765		$39,683	$	10			$10			$9			$7
Ratios to average net assets:
Net investment income (loss)		0.75%	*		1.32%			1.16%			1.18%			0.96%		1.55%		0.30%	*		0.91%			0.72%			0.95%	*
Net expenses		1.19%	(b)*		0.97%	(b)		1.24%	(b)		0.95%	(b)		0.81%		0.81%		1.64%	(b)*		1.39%	(b)		1.69%	(b)		1.40%	(b)*
Gross expenses		1.19%	*		0.97%			1.24%			0.95%			0.81%		0.81%		1.64%	*		1.39%			1.69%			1.40%	*
Portfolio turnover rate		19%			45%			61%			68%			45%		42%		19%			45%			61%			68%

Notes to Financial Highlights

(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions, and do not include the effect of insurance contract charges. Past performance does not guarantee future results.

(b) Reflects GE Asset Management’s waiver of a portion of the Fund’s management fee in an amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Money Market Fund and/or GE Institutional Money Market Fund. Excluding waiver, the expense ratios would be unchanged.

* Annualized for periods less than one year.

** Per share values have been calculated using the average share method.

† Unaudited

The accompanying Notes are an integral part of these financial statements.

10

Statement of Assets and Liabilities June 30, 2011 (unaudited)
ASSETS
Investments in securities, at Fair Value (cost $15,289,691)	$18,034,304
Investments in affiliated securities, at Fair Value (cost $ 8,106)	8,188
Short-Term affiliated investments (at amortized cost)	879,868
Receivable for investments sold	112,105
Income receivables	17,313
Receivable for fund shares sold	1,229
Variation margin receivable	6,160
Total Assets	19,059,167
LIABILITIES
Payable for investments purchased	125,656
Payable for fund shares redeemed	286
Payable to GEAM	9,974
Accrued other expenses	33,090
Total Liabilities	169,006
NET ASSETS	$18,890,161
NET ASSETS CONSIST OF:
Capital paid in	18,287,727
Undistributed (distribution in excess of) net investment income	72,791
Accumulated net realized (loss)	(2,244,238	)
Net unrealized appreciation on:
Investments	2,744,695
Futures	29,186
NET ASSETS	$18,890,161
Class 1:
NET ASSETS	18,880,079
Shares outstanding ($0.01 par value; unlimited shares authorized)	2,027,165
Net asset value per share	$9.31
Class 4:
NET ASSETS	10,082
Shares outstanding ($0.01 par value; unlimited shares authorized)	1,084
Net asset value per share	$9.30

The accompanying Notes are an integral part of these financial statements.

11

Statement of Operations For the six months ended June 30, 2011 (unaudited)
INVESTMENT INCOME
Income:
Dividends	$191,746
Interest	247
Interest from affiliated investments	275
Less: Foreign taxes withheld	(1,668	)
Total Income	190,600
Expenses:
Advisory and administration fees	63,915
Distribution fees
Class 4	23
Transfer agent fees	10,136
Director’s fees	362
Custody and accounting expenses	22,987
Professional fees	9,231
Other expenses	10,861
Total expenses before waiver and reimbursement	117,515
Less: Expenses waived or borne by the adviser	(377	)
Net expenses	117,138
Net investment income	73,462
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on:
Investments	1,141,123
Futures	17,294
Foreign currency related transactions	(7	)
Increase (decrease) in unrealized appreciation/(depreciation) on:
Investments	(227,522	)
Futures	27,582
Net realized and unrealized gain on investments	958,470
Net increase in net assets resulting from operations	$1,031,932

The accompanying Notes are an integral part of these financial statements.

12

Statement of Changes in Net Assets
	Six months ended June 30, 2011*			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income	$	73,462		$	263,226
Net realized gain on investments, futures and foreign currency transactions		1,158,410			885,866
Net increase(decrease) in unrealized appreciation/(depreciation) on investments and futures		(199,940	)		922,692
Net Increase from operations		1,031,932			2,071,784
Distributions to shareholders from :
Net investment income
Class 1		—			(265,366	)
Class 4		—			(90	)
Total distributions		—			(265,456	)
Increase in assets from operations and distributions		1,031,932			1,806,328
Share transactions:
Proceeds from sale of shares
Class 1		202,031			451,257
Class 4		—			—
Value of distributions reinvested
Class 1		—			265,366
Class 4		—			90
Cost of shares redeemed
Class 1		(2,109,030	)		(4,613,196	)
Class 4		—			—
Net (decrease) from share transactions		(1,906,999	)		(3,896,483	)
Total decrease in net assets		(875,067	)		(2,090,155	)
NET ASSETS
Beginning of period		19,765,228			21,855,383
End of period	$	18,890,161		$	19,765,228
Undistributed (distribution in excess of) net investment income, end of period	$	72,791		$	(671	)
CHANGES IN FUND SHARES
Class 1
Shares sold		21,846			54,320
Issued for distributions reinvested		—			29,951
Shares redeemed		(227,713	)		(569,397	)
Net increase (decrease) in fund shares		(205,867	)		(485,126	)
Class 4
Shares sold		—			—
Issued for distributions reinvested		—			10
Shares redeemed		—			—
Net increase (decrease) in fund shares		—			10

* Unaudited

The accompanying Notes are an integral part of these financial statements.

13

Notes to Financial Statements June 30, 2011 (unaudited)

1. Organization of the Company

GE Investments Funds, Inc. (the “Company”) was incorporated under the laws of the Commonwealth of Virginia on May 14, 1984 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Company is composed of fourteen investment portfolios (collectively the “Funds”), although only the following eleven are currently being offered: U.S. Equity Fund, S&P 500 Index Fund, Premier Growth Equity Fund, Core Value Equity Fund (the “Fund”), Mid-Cap Equity Fund, Small-Cap Equity Fund, International Equity Fund, Total Return Fund, Income Fund, Money Market Fund and Real Estate Securities Fund.

Shares of the Funds of the Company are offered only to insurance company separate accounts that fund certain variable life insurance contracts and variable annuity contracts. GE Asset Management Incorporated (“GEAM”) is the investment adviser and administrator of each of the Funds.

The Company currently offers two share classes (Class 1 and Class 4) of the Fund as an investment option for variable life insurance and variable annuity contracts. Class 4 shares were first offered on May 1, 2008, and Fund shares outstanding prior to May 1, 2008 were designated as Class 1 shares. Each share class has different fees and expenses, and as a result, each share class will have different share price and performance. Not all variable contracts offer both share classes of the Fund.

2. Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates.

Subsequent events after the balance sheet date through the date the financial statements were issued, have been evaluated in the preparation of the financial statements. There are no items to report.

The following summarizes the significant accounting policies of the Company:

Securities Valuation and Transactions. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Securities transactions are accounted for as of the trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost for both financial statement and federal tax purposes.

The Fund’s income, expenses (other than distribution fees) and realized and unrealized gains and losses are allocated proportionally each day among the share classes based upon the relative net assets of each class.

Derivatives The Fund is subject to equity price risk in the normal course of pursuing its investment objective. The Fund may enter into derivative transactions to gain market exposure for residual and accumulating cash positions.

Futures Contracts A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. The Fund invests in stock index futures contracts subject to certain limitations to manage its exposure to the stock markets. Buying futures tends to increase a Fund’s exposure to the underlying instrument while selling futures tends to decrease a Fund’s exposure to the underlying instrument or to hedge other Fund investments. The Fund will not enter into a transaction involving futures for speculative purposes. With futures contracts, there is minimal counterparty credit risk to the Fund since futures contracts are exchange traded and the exchange’s clearinghouse, as counterparty to all traded futures, guarantees the futures against default. The Fund’s risks in using these contracts include changes in the value of the underlying instruments, non-performance of the counterparties under the contracts’ terms and changes in the liquidity of the secondary market for the contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they principally trade.

Upon entering into a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount, known as initial margin deposit. Subsequent payments, known as variation margin, are made or received by the Fund each day, depending on the daily fluctuation in the fair value of the underlying security. The Fund records an unrealized gain or loss equal to the daily variation margin. Should market conditions move

14

Notes to Financial Statements June 30, 2011 (unaudited)

unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may incur a loss. The Fund recognizes a realized gain or loss upon the expiration or closing of a futures contract.

Investment Income Corporate actions (including cash dividends) are recorded on the ex-dividend date, net of applicable withholding taxes, except for certain foreign corporate actions which are recorded as soon after ex-dividend date as such information becomes available. Interest income is recorded on the accrual basis.

Expenses Fund specific expenses are allocated to the Fund that incurs such expenses. Such expenses may include custodial fees, legal and accounting fees, printing costs and registration fees. Expenses that are not fund specific are allocated pro rata across the Funds. Certain class specific expenses (such as distribution fees) are allocated to the class that incurs such expense. Expenses of the Fund are generally paid directly by the Fund however, expenses may be paid by GEAM and reimbursed by the fund.

Federal Income Taxes The Fund intends to comply with all sections of the Internal Revenue Code applicable to regulated investment companies including the distribution of substantially all of its taxable net investment income and net realized capital gains to its shareholders. Therefore, no provision for federal income tax has been made. The Fund is treated as a separate taxpayer for federal income tax purposes.

3. Securities Valuation

The Fund utilizes various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a framework for measuring fair value and providing related disclosures. Broadly, the framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. It also establishes a three-level valuation hierarchy based upon observable and non-observable inputs.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical investments in active markets.

Level 2 — Quoted prices for similar investments in active markets; quoted prices for identical or similar investments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable.

Policies and procedures are maintained to value investments using the best and most relevant data available. In addition, pricing vendors are utilized to assist in valuing investments. GEAM performs periodic reviews of the methodologies used by independent pricing services including price validation of individual securities.

Fair Value Measurement The following section describes the valuation methodologies the Fund uses to measure different financial investments at fair value.

The Fund’s portfolio securities are valued generally on the basis of market quotations. Equity securities generally are valued at the last reported sales price on the primary market in which they are traded. Portfolio securities listed on NASDAQ are valued using the NASDAQ Official Closing Price. Level 1 securities primarily include publicly-traded equity securities which may not necessarily represent the last sale price. If no sales occurred on the exchange or NASDAQ that day, the portfolio security generally is valued using the last reported bid price. In those circumstances the Fund classifies the investment securities in Level 2.

The Fund uses the net asset value per unit for the collective fund. The Fund classifies the investment security in level 2.

Other financial investments are derivative instruments that are not reflected in Total Investments, such as exchange traded futures. Futures are valued at the last sale price on the primary market they are traded and are typically included in level 1.

If prices are not readily available for a portfolio security, or if it is believed that a price for a portfolio security does not represent its fair value, the security may be valued using procedures approved by the Fund’s Board of Directors that

15

Notes to Financial Statements June 30, 2011 (unaudited)

are designed to establish its “fair” value. These securities would generally be classified in Level 3. Those procedures require that the fair value of a security be established by the valuation committee. The valuation committee follows

different protocols for different types of investments and circumstances. The fair value procedures may be used to value any investment of the Fund in the appropriate circumstances.

The following table presents the Fund’s investments measured at fair value on a recurring basis at June 30, 2011:

Investments		Level 1		Level 2		Level 3		Total
Investments in Securities
Common Stock	$	17,731,011	$	—	$	—	$	17,731,011
Exchanged Traded Funds		303,293		—		—		303,293
Other Investments		—		8,188		—		8,188
Short-Term Investments		879,868		—		—		879,868
Total Investments in Securities	$	18,914,172	$	8,188	$	—	$	18,922,360
Other Financial Instruments
Futures Contracts — Unrealized Appreciation	$	29,186	$	—	$	—	$	29,186

* Other financial instruments include derivative instruments such as futures contracts. Amounts shown represent unrealized appreciation (depreciation) at period end.

There were no significant transfers between the fair value levels. Transfers between fair value levels are considered to occur at the beginning of the period.

4. Derivatives Transactions

Shown below are the derivative contracts entered into by the Fund, summarized by primary risk exposure as they appear on the Statement of Assets and Liabilities, all of which are not accounted for as hedging instruments under FASB Accounting Standards Codification (“ASC”) No. 815 Derivatives and Hedging as of June 30, 2011.

	Asset Derivatives June 30, 2011				Liability Derivatives June 30, 2011
Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Assets and Liabilities	Fair Value ($)			Location in the Statements of Assets and Liabilities	Fair Value ($)
Equity Contracts	Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		29,186	*	Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		—

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments and Net Assets section of the Statement of Assets and Liabilities. Only the current day’s variation margin is reported within the Assets or Liabilities section of the Statement of Assets and Liabilities.

Shown below are the effects of derivative instruments on the Fund’s Statements of Operations, summarized by primary risk exposure all of which are not accounted for as hedging instruments under ASC 815.

Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Operations	Total Notional Amount of Futures Contracts Purchased/(Sold) ($)		Realized Gain or (Loss) on Derivatives Recognized in Income ($)		Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized in Income ($)
Equity Contracts	Realized gain/(loss) on Futures, Increase/(decrease) in unrealized appreciation/ (depreciation) on Futures		2,640,643/(2,087,294)		17,294		27,582

5. Line of Credit

The Company shares a revolving credit facility of up to $150 million with a number of its affiliates. The credit facility is with its custodian bank, State Street Bank and Trust

Company (“State Street”). The revolving credit facility requires the payment of a commitment fee equal to 0.125% per annum on the daily unused portion of the credit facility, payable quarterly.

16

Notes to Financial Statements June 30, 2011 (unaudited)

The portion borne by the Fund generally is borne proportionally based upon net assets. In addition, the Company has a $100 million uncommitted, unsecured line of credit with State Street. Generally, borrowings under the credit facilities would accrue interest at the Federal Funds Rate plus 50 basis points and would be borne by the borrowing Fund. The maximum amount allowed to be borrowed by any one Fund is the lesser of (i) 33.33% of its total assets or (ii) 20% of its net assets. The credit facilities were not utilized by the Fund during the six month period ended June 30, 2011.

6. Fees and Compensation Paid to Affiliates

Advisory and Administration Fees GEAM, a registered investment adviser, was retained by the Company’s Board of Directors effective March 16, 2000 to act as investment adviser and administrator of the Fund. GEAM’s compensation for investment advisory and administrative services is paid monthly based on the average daily net assets of the Fund at an annualized rate of 0.65%.

GEAM has a contractual arrangement with the Fund to waives a portion of the Fund’s management fee in the amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Institutional Money Market Fund.

Distribution and Service (12b-1) Fee The Company has adopted a Distribution and Service (12b-1) Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act with respect to Class 4 shares of the Fund. Under the Plan, the Fund may compensate GE Investment Distributors, Inc. (“GEID”), a wholly-owned subsidiary of GEAM and the Fund’s principal distributor, for certain sales services provided by GEID or other broker dealers and investor services provided by GEID or other service providers relating to the Fund’s Class 4 shares, including services to owners or prospective owners of variable contracts issued by insurance companies that offer such share class as an investment option. The amount of compensation paid under the Plan by the Fund’s Class 4 shares may not exceed 0.45% of the average daily net assets of the Fund attributable to such share class. The Plan continues in effect from year to year for so long as such continuance is approved annually by the Board of

Directors, including by those directors who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to it.

Directors’ Compensation The Fund pays no compensation to its directors who are officers or employees of GEAM or its affiliates. Directors who are not such officers or employees also serve in a similar capacity for other funds advised by GEAM. Compensation paid to unaffiliated directors are reflected on the Statement of Operations. These fees are allocated pro rata across all of the mutual fund platforms and share classes served by the directors, including the Fund, and are based upon the relative net assets of each fund within such platforms.

7. Investment Transactions

Purchases and Sales of Securities The cost of purchases and the proceeds from sales of investments, other than short-term securities and options, for the period ended June 30, 2011 were as follows:

Non-U.S. Government Securities
Purchases	Sales
$3,671,046	$5,981,602

8. Income Taxes

The Fund is subject to ASC 740, Income Taxes. ASC 740 provides guidance for financial accounting and reporting for the effects of income taxes that result from an entity’s activities during the year. ASC 740 also provides guidance regarding how certain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more likely than not” of being sustained by the applicable tax authority. There are no adjustments to the Fund’s net assets required under ASC 740. The Fund’s 2007, 2008, 2009 and 2010 fiscal years tax returns are still open to examination by the Federal and applicable state tax authorities.

At June 30, 2011, information on the tax cost of investments was as follows:

Cost of Investment for Tax Purposes	Gross Tax		Net Tax Appreciation/ (Depreciation)
	Appreciation	Depreciation
$16,917,962	$2,355,057	$(350,659)	$2,004,398

17

Notes to Financial Statements June 30, 2011 (unaudited)

As of December 31, 2010, the Fund has capital loss carryovers as indicated below. Capital loss carryovers are available to offset future realized capital gains to the extent provided in the Internal Revenue Code and regulations thereunder. To the extent that these carryover losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.

Amount	Expires
$2,661,418	12/31/2017

These amounts will be available to offset future taxable capital gains. Under the recently enacted Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

During the year ended December 31, 2010, the Fund utilized $927,651 of prior year capital loss carryovers.

Any net capital and currency losses incurred after October 31, within the Fund’s tax year, are deemed to arise on the first day of the Fund’s next tax year if the Fund so elects to defer such losses.

The Fund did not defer any post-October losses for the year ended December 31, 2010.

The tax composition of distributions paid during the years ended December 31, 2010 and December 31, 2009 were as follows:

		Ordinary Income		Long-Term Capital Gains		Total
2010	$	265,456	$	—	$	265,456
2009		233,669		—		233,669

Distributions to Shareholders The Fund declares and pays any dividends from net investment income annually. The Fund declares and pays any net realized capital gains in excess of capital loss carryforwards distributions annually. The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences include (but are not limited to) futures, investments organized as partnerships for tax purposes, and losses deferred due to wash sale transactions. Reclassifications due to permanent book/tax differences are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on the net asset value of the Fund. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments.

The reclassifications for the year ended December 31, 2010 were as follows:

Undistributed Net Investment Income	Accumulated Net Realized Loss	Paid in Capital
$1,559	$(14)	$(1,545)

18

Special Meeting of Shareholders — Voting Results (unaudited)

On April 1, 2011, the GE Investments Funds, Inc. (the “Company”) held a special meeting of shareholders of each series portfolio of the Company, including shareholders of the Core Value Equity Fund (the “Fund”). Shareholders of record on January 28, 2011 were entitled to vote on the proposals. For each proposal, except Proposal 1, shareholders voted on a fund-by-fund basis. For Proposal 1, shareholders of all funds voted together and not by fund or share class. At the meeting, all proposals were approved by the Fund and the following votes were recorded:

Proposal 1:

Election of Mr. R. Sheldon Johnson and Mr. Matthew J. Simpson as Directors to the Board of Directors of the Company.

Company votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		451,517,094.582		90.054	%		96.126	%
Abstain		18,195,810.391		3.629	%		3.874	%
Total		469,712,904.973		93.683	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		451,949,730.789		90.140	%		96.218	%
Abstain		17,763,174.184		3.543	%		3.782	%
Total		469,712,904.973		93.683	%		100.000	%

Fund votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		2,018,742.106		91.713	%		98.640	%
Abstain		27,828.456		1.264	%		1.360	%
Total		2,046,570.562		92.977	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		2,018,742.106		91.713	%		98.640	%
Abstain		27,828.456		1.264	%		1.360	%
Total		2,046,570.562		92.977	%		100.000	%

Proposal 2:

Approval of the use of a “manager of managers” arrangement whereby GEAM, as the Fund’s investment adviser, under certain circumstances, will be able to hire and replace sub-advisers to the Fund without obtaining shareholder approval.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		1,862,731.609		84.625	%		91.017	%
Against		86,080.540		3.911	%		4.206	%
Abstain		97,758.413		4.441	%		4.777	%
Broker Non-votes		—		—			—
Total		2,046,570.562		92.977	%		100.000	%

19

Special Meeting of Shareholders — Voting Results (unaudited)

Proposal 3:

Approval of the following changes in certain of the Fund’s investment policies, as follows:

A. Amendment of the Fund’s investment policy on senior securities and its reclassification from a non-fundamental policy to a fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		1,827,620.201		83.030	%		89.302	%
Against		130,334.456		5.922	%		6.368	%
Abstain		88,615.905		4.025	%		4.330	%
Broker Non-votes		—		—			—
Total		2,046,570.562		92.977	%		100.000	%

B. Amendment of the Fund’s investment policy on short selling.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		1,857,894.638		84.406	%		90.781	%
Against		102,274.842		4.646	%		4.997	%
Abstain		86,401.082		3.925	%		4.222	%
Broker Non-votes		—		—			—
Total		2,046,570.562		92.977	%		100.000	%

C. Amendment of the Fund’s investment policy on making loans.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		1,857,894.638		84.406	%		90.781	%
Against		102,274.842		4.646	%		4.997	%
Abstain		86,401.082		3.925	%		4.222	%
Broker Non-votes		—		—			—
Total		2,046,570.562		92.977	%		100.000	%

D. Amendment of the Fund’s investment policy on borrowing.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		1,857,894.638		84.406	%		90.781	%
Against		102,274.842		4.646	%		4.997	%
Abstain		86,401.082		3.925	%		4.222	%
Broker Non-votes		—		—			—
Total		2,046,570.562		92.977	%		100.000	%

E. Amendment of the Fund’s investment policy on diversification.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		1,830,535.831		83.163	%		89.444	%
Against		129,633.649		5.889	%		6.334	%
Abstain		86,401.082		3.925	%		4.222	%
Broker Non-votes		—		—			—
Total		2,046,570.562		92.977	%		100.000	%

20

Special Meeting of Shareholders — Voting Results (unaudited)

F. Amendment of the Fund’s investment policy on concentration of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		1,832,786.308		83.265	%		89.554	%
Against		129,633.649		5.889	%		6.334	%
Abstain		84,150.605		3.823	%		4.112	%
Broker Non-votes		—		—			—
Total		2,046,570.562		92.977	%		100.000	%

G. Amendment of the Fund’s investment policy on investments in commodities.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		1,977,550.704		89.842	%		96.628	%
Against		65,441.725		2.973	%		3.197	%
Abstain		3,578.133		0.162	%		0.175	%
Broker Non-votes		—		—			—
Total		2,046,570.562		92.977	%		100.000	%

J. Amendment of the Fund’s investment policy on real estate investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		1,864,432.064		84.703	%		91.100	%
Against		102,998.012		4.679	%		5.033	%
Abstain		79,140.486		3.595	%		3.867	%
Broker Non-votes		—		—			—
Total		2,046,570.562		92.977	%		100.000	%

21

Additional Information (unaudited)

Information about Directors and Executive Officers:

The business and affairs of the Funds are managed under the direction of the Funds’ Board of Directors. Information pertaining to the Directors and officers of the Funds is set forth below.

Interested Directors and Executive Officers

Michael J. Cosgrove

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    62

Position(s) Held with Fund    Chairman of the Board and President

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    President and Chief Executive Officer – Mutual Funds and Intermediary Business at GEAM since March 2007; Executive Vice President of GEAM from February 1997 to March 2007; Vice President, GE Capital Corporation, an indirect wholly-owned subsidiary of GE, since December 1999; Executive Vice President – Mutual Funds of GEAM, a wholly-owned subsidiary of GE that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, since March 1993; President and Director of GE Investment Distributors, Inc., since June 2011. Director of GEAM since 1988.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Chairman of the Board and President of GE Institutional Funds since 1997; Trustee of Elfun Funds, GE Savings & Security Funds, General Relief and Loan Fund and General Electric Pension Trust since 1988; Trustee of Fordham University from 2002 to June 30, 2010 and since July 2011; Trustee of GE Volunteers since 1993; Director of GE Foundation; Director, GE Asset Management (Ireland) Limited, since February 1999, GE Asset Management Funds Plc since 1998, GE Asset Management Canada Company since 1998, GE Asset Management Limited since 1998 and GEAM since 1988; Chairman of the Board and President of GE Funds from 1993 to February 2011.

Matthew J. Simpson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    50

Position(s) Held with Fund    Director and Executive Vice President

Term of Office and Length of Time Served    Until successor is elected and qualified – 3 years

Principal Occupation(s) During Past 5 years    Executive Vice President, General Counsel and Secretary of GEAM since July 2007; Senior Vice President and General Counsel – Marketing and Client Services (formerly Asset Management Services) at GEAM and Senior Vice President and General Counsel of GE Asset Management Services from February 1997 to July 2007; Vice President and Associate General Counsel of GEAM from October 1992 to February 1997; Secretary of GE Funds from 1993 to July 2007 and Vice President from September 2003 to July 2007; Secretary of GE Institutional Funds and GE Investments Funds, Inc. from 1997 to July 2007; Secretary of Elfun Funds and GE Savings & Security Funds since July 2007; Assistant Secretary of Elfun Funds and GE Savings & Security Funds from 1998 to July 2007 and Vice President from October 2003 to July 2007.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Trustee of Elfun Funds, GE Savings & Security Funds and General Electric Pension Trust since July 2007; Trustee of GE Institutional Funds since April 2011 and Trustee of GE Funds from July 2007 to February 2011.

22

Additional Information (unaudited)

Joon Won Choe

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    41

Position(s) Held with Fund    Vice President & Secretary

Term of Office and Length of Time Served    Until successor is elected and qualified – Vice President and Secretary – less than 1 year

Principal Occupation(s) During Past 5 years    Senior Vice President and Deputy General Counsel at GEAM since March 2011; Senior Vice President and Associate General Counsel at GEAM from June 2010 to March 2011; Vice President and Associate General Counsel at GEAM from November 2005 to June 2010; Vice President and Secretary of GE Institutional Funds and GE Investments Funds, Inc. since September 2010; Vice President and Assistant Secretary of Elfun Funds and GE Savings & Security Funds since September 2010.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Robert Herlihy

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    43

Position(s) Held with Fund    Chief Compliance Officer

Term of Office and Length of Time Served    Until successor is elected and qualified – 5 years

Principal Occupation(s) During Past 5 years    Chief Compliance Officer of GEAM, GE Institutional Funds, Elfun Funds, and GE Savings and Security Funds since July 2005; Chief Compliance Officer of GE Funds from July 2005 to February 2011; and Manager of Fund Administration at GEAM from 2002 – 2005.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Arthur A. Jensen

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    44

Position(s) Held with Fund    Treasurer

Term of Office and Length of Time Served    Until successor is elected and qualified – less than 1 year

Principal Occupations(s) During Past 5 Years    Treasurer of GE Institutional Funds, Elfun Funds and GE Savings and Security Funds since June 2011; Mutual Funds Controller of GEAM since April 2011; Senior Vice President at Citigroup from 2008 to 2010 and Vice President at JPMorgan from 2005 to 2008.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

23

Additional Information (unaudited)

Non-Interested Directors

John R. Costantino

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    65

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    General Partner, NGN Capital LLC since 2006; Managing Director, Vice President of Walden Capital Management since 1996.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Director of GE Institutional Funds since 1997; Trustee of Fordham University from 1989-1995 and 2001-2007 and Trustee Emeritus since 2007; Trustee of Neuroscience Research Institute since 1986; Trustee of GE Funds from 1993 to February 2011; Trustee of Gregorian University Foundation from 1992-2007; Director of Artes Medical from 2006-2008.

R. Sheldon Johnson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    64

Positions(s) Held with Fund    Director

Term of office and Length of Time served    Unit Successor is elected and qualified – less than 1 year.

Principal Occupation(s) During Past 5 years    Managing Director at Morgan Stanley & Co.,Inc. from 1988 to 2006; Head of Global Institutional Equity Sales and Marketing at Morgan Stanley & Co., Inc. from 2002 to 2006.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since April 2011 and Trustee of St. Lawrence University since 2003.

Robert P. Quinn

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    75

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    Retired since 1983 from Salomon Brothers Inc.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since 1997; Trustee of St. Francis Hospital since 1980; and Trustee of GE Funds from 1993 to February 2011.

The Statement of Additional Information for the Funds includes additional information about the Directors and Officers and is available, without charge, upon request by calling 1-800-242-0134.

24

Investment Team (unaudited)

Investment Adviser and Administrator

GE Asset Management Incorporated

Board of Directors

Michael J. Cosgrove, Chairman

John R. Costantino

R. Sheldon Johnson*

Robert P. Quinn

Matthew J. Simpson

Secretary

Joon Won Choe

Assistant Secretary

Michelle Matzelle

Treasurer

Arthur A. Jensen (effective June 6, 2011)

Assistant Treasurer

Casey Yantosca

Distributor

GE Investment Distributors, Inc.

Member FINRA and SIPC

Custodian

State Street Bank & Trust Company

Officers of the Investment Adviser

Dmitri Stockton, President and Chief Executive Officer (since May 2011)†

Cheryl H. Beacock, Senior Vice President, Human Resources

George A. Bicher, Chief Risk Officer

Paul M. Colonna, President and Chief Investment Officer – Fixed Income Investments

Michael J. Cosgrove, President and Chief Executive

Officer – Mutual Funds & Intermediary Business

Ralph R. Layman, President and Chief Investment Officer – Public Equity Investments

Maureen B. Mitchell, President – Institutional Sales and Marketing

Matthew J. Simpson, Executive Vice President, General Counsel and Secretary

Don W. Torey, President – Alternative Investments

John J. Walker, Executive Vice President, Chief Operating Officer

David Wiederecht, President and Chief Investment Officer – Investment Strategies

Tracie A. Winbigler, Executive Vice President, Chief Financial Officer (since January 2011)

* Mr. Johnson was elected as a Director of the Funds effective April 1, 2011.

† Effective May 1, 2011, Mr. Stockton replaced James W. Ireland as President and Chief Executive Officer.

At GE Asset Management, we’re dedicated to providing the investment options you’ll need to tailor your financial portfolio to every stage of your life. Each member of the GE Family of Funds is managed according to the same principles of integrity and quality that have guided GE over the past century, and have made it the world-class company that it is today. Each fund draws strength from a heritage of investment management experience that spans more than 80 years. Whether you’re creating a new investment portfolio or adding to an established one, the GE Family of Funds offers an array of professionally managed investment options that will help you meet a lifetime of financial needs.

25

Investment Adviser

GE Asset Management Incorporated

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

Distributor

GE Investment Distributors, Inc.

member FINRA and SIPC

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities is available without charge (i) upon request, by calling 1-800-493-3042; (ii) on the Fund’s website at http://www.geam.com; and (iii) on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC—information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at http://www.geam.com; and (ii) on the Commission’s website at http://www.sec.gov.

GE Investments Funds, Inc.

Mid-Cap Equity Fund Letter from the Chairman

Michael J. Cosgrove

Chairman,

GE Investments Funds, Inc.

Dear Shareholder:

Attached is the semi-annual report for GE Investments Funds, Inc. — Mid-Cap Equity Fund (the “Fund”) for the six-month period ended June 30, 2011. The report contains information about the performance of the Fund and other fund-specific data, along with portfolio manager commentary. We have provided

you with an overview of the investment markets, along with our investment outlook for the coming months.

Market Overview

Most major equity indices posted positive returns in the six-month period ended June 30, 2011, despite geopolitical tensions in the Middle East and North Africa, a devastating earthquake in Japan, ongoing concerns about unresolved sovereign debt issues in peripheral Europe and elevated inflation in emerging markets. Volatility increased in May and June, however, as some measures of global economic activity weakened and uncertainties over Greece’s ability to finance and service its debt rattled the financial markets. In the U.S., concerns over the end of quantitative easing by the Federal Reserve and political wrangling over the government debt ceiling further contributed to a challenging environment. The increase in risk aversion benefited the fixed income markets as many investors sought out safer investments. Toward the end of June, the Greek Parliament passed austerity measures that seemed to calm the markets and opened the way for the next round of financing from the European Central Bank and the International Monetary Fund.

Against this backdrop, financial markets posted positive results for the six- and 12-month periods ended June 30, 2011 as represented by the index returns in the below chart.

Total Returns (%) as of June 30, 2011	6-month		12-month
U.S. equities (S&P 500 Index)		6.0		30.7
Global equities (MSCI World Index)		5.3		30.5
International equities (MSCI EAFE Index)		5.0		30.4
Small-cap U.S. equities (Russell 2000 Index)		6.2		37.4
Mid-cap U.S. equities (Russell Mid Cap Index)		8.1		38.5
U.S. fixed income (Barclays Capital U.S. Aggregate Bond Index)		2.7		3.9
U.S. short-term government fixed income (Barclays Capital 1-3 Year U.S. Government Bond Index)		0.9		1.4

Outlook

We remain constructive on the prospects for healthy global growth, although it may be at a slower pace than originally anticipated. Central banks in the U.S. and Europe remain accommodative and supply chain issues in Japan appear to have abated. There are also signs that inflation may be peaking in emerging markets as commodity prices have eased in recent months. Corporate balance sheets remain healthy and fundamentals remain intact, in our view. We believe that valuations for equities are not stretched and remain below historical averages while equity risk premiums are still high–offering the possibility for further gains. We expect that the financial markets are likely to remain volatile due to outstanding sovereign debt issues, but believe that returns are biased to the upside in the second half of the year.

Thank you for investing with GE Investments Funds.

Sincerely,

Michael J. Cosgrove

Chairman, GE Investments Funds, Inc.

July 2011

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

Mid-Cap Equity Fund Letter from the Chairman  (Continued)

Mike Cosgrove is President and Chief Executive Officer – Mutual Funds and Intermediary Business at GE Asset Management Incorporated (“GEAM”). In addition to the GE Investments Funds, he is also Chairman of the Board and President of GE Institutional Funds and Director and President of GEAM’s broker-dealer which serves as underwriter and distributor for the GE Investments Funds. Mr. Cosgrove serves as a Trustee of the GE Savings & Security Funds, the GE Foundation, and the GE Pension Trust. He also serves on the Board of Directors of the Skin Cancer Foundation and is a Trustee of Fordham University. Previously Chief Financial Officer of GE Asset Management and Assistant Treasurer – GE Company, Mr. Cosgrove joined GE in 1970 and held a number of managerial positions in finance and sales in the International Operation and the GE Trading Company. He received a BS in Economics from Fordham University and an MBA from St. John’s University.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc.

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

Mid-Cap Equity Fund

Semi-Annual Report

June 30, 2011

GE Investments Funds, Inc.

Mid-Cap Equity Fund Contents

Notes to Performance	1
Manager Review and Schedule of Investments	2
Notes to Schedule of Investments	9
Financial Statements
Financial Highlights	10
Statement of Assets and Liabilities	11
Statement of Operations	12
Statement of Changes in Net Assets	13
Notes to Financial Statements	14
Special Meeting of Shareholders — Voting Results	19
Additional Information	22
Investment Team	25

This report is prepared for Policyholders of certain variable contracts and may be distributed to others only if preceded or accompanied by the variable contract’s current prospectus and the current prospectus of the Fund available for investments thereunder.

Notes to Performance June 30, 2011 (unaudited)

The information provided on the performance pages relates to the GE Investments Mid-Cap Equity Fund (the “Fund”) and is unaudited.

Total returns take into account changes in share price and assume reinvestment of dividends and capital gains distributions, if any. Total returns shown are net of Fund fees and expenses but do not reflect fees and charges associated with the variable contracts such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the Fund’s total returns for all periods shown.

The performance data quoted represents past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Periods less than one year are not annualized. Please call toll-free 800-493-3042 or visit the Fund’s website at http://www.geam.com for the most recent month-end performance data.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. An investment in the Fund is subject to risk, including possible loss of principal invested.

Russell MidCap Index is an unmanaged market capitalization-weighted index of the smallest 800 companies included in the Russell 1000 Index. The Russell 1000 Index comprises the 1,000 largest U.S. domiciled

companies. The results shown for the foregoing index assume the reinvestment of net dividends or interest. They do not reflect the actual cost of investing in the instruments that comprise the index.

Russell Investment Group owns the Russell Index data, including all applicable trademarks and copyrights, used by GE Asset Management Incorporated in these materials. Any unauthorized use or redistribution of such Russell Index data is strictly prohibited. Russell Investment Group is not responsible for the configuration of this material or for any inaccuracy in GE Asset Management Incorporated’s presentation thereof.

The peer universe of the underlying annuity funds used for the peer group average annual total return calculation is based on a blend of Morningstar peer categories, as shown. Morningstar is an independent mutual fund rating service. A Fund’s performance may be compared to or ranked within a universe of mutual funds with investment objectives and policies similar but not necessarily identical to that of the Fund.

^©2011 Morningstar, Inc. All Rights Reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damage or losses relating from any use of this information. Past performance is no guarantee of future results.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc. and a wholly owned subsidiary of GE Asset Management Incorporated, the investment adviser of the Fund.

1

Mid-Cap Equity Fund (unaudited)

Diane M. Wehner

Senior Vice President

The Mid-Cap Equity Fund is managed by Diane M. Wehner. Ms. Wehner is a Senior Vice President of GE Asset Management and portfolio manager of the Fund. She has served in this capacity since September 2004. Before joining GE Asset Management, Ms. Wehner was a Vice President and senior portfolio manager from January 1997 to June 2001, and associate portfolio manager from May 1995 to January 1997, with Benefit Capital Management Corporation. Ms. Wehner has served as an analyst/portfolio manager in the investment management industry since 1985.

Q. How did the Mid-Cap Equity Fund perform compared to its benchmark and Morningstar peer group for the six month period ended June 30, 2011?

A. For the six-month period ended June 30, 2011, the Mid-Cap Equity Fund returned 5.69% for Class 1 shares and 5.43% for Class 4 shares. The Russell Mid-Cap Index, the Fund’s benchmark, returned 8.08% and the Fund’s Morningstar peer group of 165 U.S. Insurance Mid-Cap Growth funds returned an average of 8.25% over the same period.

Q. What market conditions impacted Fund performance?

A. Year-to-date, the U.S. equity market appeared to play out much like 2010 when stocks hit the ground running in the first quarter, but stumbled as the perfect storm of global political and financial issues injected uncertainty into the outlook for the economic recovery. In April, stocks advanced to levels unseen since July 2007 bolstered by strong Q1 corporate earnings results. Despite this positive momentum in economic growth, within the U.S., manufacturing activity pulled back due in part to supply constraints in the aftermath of the devastating Japanese earthquake and tsunami. In addition, severe weather, higher gasoline prices and the depressed housing market in the U.S. weighed heavily on consumer confidence. Finally, continued unrest in the Middle East and more recently

the re-emerging concerns around European Sovereign debt contagion has added to the uncertainty about the global economic recovery. Company managements paused to reassess their growth plans resulting in a slowdown in job growth, an increase in the unemployment rate and deteriorating economic statistics.

While more cyclical sectors outperformed in the first calendar quarter, a defensive shift characterized the markets as mid-year approached. Given our expectation in the early part of 2011 that the economic recovery in the U.S. was on a gradual upward trajectory, we continued the process begun mid-year 2010 to invest in higher quality industrial companies with both secular growth in earnings and leverage to an economic recovery. We were underweight more defensive sectors such as consumer staples and utilities, which have outperformed year-to-date. Despite the market’s shift toward defensively positioned sectors, higher quality stocks as measured by return on equity (which we favor) underperformed within the midcap space. The information technology sector where the Fund maintained an overweight position also lagged as investors seemed to question the strength of the recovery. Health care was the strongest sector in the Russell MidCap Index, followed by consumer staples, consumer discretionary and utilities for the period.

Performance correlation, though reduced, is still historically high for midcap stocks. Thus top-down factors have continued to dominate individual stock performance rather than company-specific fundamentals. In this environment, active managers continue to struggle with less than a third of managers outperforming the benchmark on a year-to-date basis. Offsetting this to a certain extent has been the ongoing active mergers and acquisitions environment where the Fund benefitted from an acquisition in the technology space and rumored buyouts in various other industries.

2

(unaudited)

Q. What were the primary drivers of Fund performance?

A. The Fund’s overweight in information technology companies, which as a group underperformed the benchmark, detracted from performance. More specifically, semiconductor companies, Cree (-49%) and Marvel (-20%), were pressured due to increased inventories and specifically for Cree, an LED lighting company, severe pricing pressure in the low end segment of the market. Software company Rovi Corp. (-8%), a digital media company and the Fund’s largest holding, took a breather after its 95% move upward in 2010 due to concerns surrounding the adoption of the company’s new digital media search guide called TotalGuide. These stocks’ underperformance more than offset the meaningful outperformance of Chinese internet company Baidu (an American Depository Receipt); +45% which continued to deliver good revenue and earnings growth and Telvent (+51%), which was acquired during the quarter. Within the consumer discretionary sector, Urban Outfitters (-21%) reported weaker than expected financial results as it copes with elevated store inventory and increased markdowns. Within the industrials sector, Corrections Corp. (-14%), a private prisons operator, declined as concerns rose about its exposure to California and that State’s budgetary issues.

The Fund’s performance was enhanced by stocks within the financials and energy sectors. In the financials sector, CB Richard Ellis Group (+23%) outperformed due to a improving leasing environment and improving demand for commercial real estate globally. Within the energy sector, Petrohawk Energy (+35%), an exploration and production company, continued to make progress towards transitioning its production mix from natural gas to oil, disclosing drilling results that have exceeded

expectations and unveiling acreage in a new oil field. Dresser-Rand (+26%), an energy equipment company, benefitted as the upstream capital equipment cycle gained momentum. Also adding to performance were several stocks within healthcare. Specifically, biotech companies Vertex (+48%), Incyte (+14%) and Alexion (+17%) benefitted from a combination of important drug approvals, positive clinical results and expanded use of commercialized drugs. Within medical technology, Illumina (+19%), a genetic instrumentation company, delivered excellent growth in revenue and earnings resulting from increased adoption of its newest DNA sequencing gene analyzers. These gains were offset however by Medassets (-33%) due to disappointing first quarter earnings and the Fund’s underweight in the managed care segment which has been is benefitting from low healthcare utilization.

Q. How was the Fund positioned at the end of the fiscal period?

A. Believing that we have been experiencing a mid-cycle slowdown and that the economy is on a sustainable growth trajectory-albeit a slow one- we increased the Fund’s weighting in industrials, consumer discretionary, and financials. We reduced our exposure to information technology and materials. We continue to believe that stock selection should matter over the long run. Therefore, we continue to focus on investing in attractively valued companies with strong balance sheets, experienced management teams, solid earnings prospects, leading market shares, and superior long-term fundamentals. With an emphasis on growth, we continue to look to invest in innovative companies that provide prospects for above-average earnings growth. Therefore, healthcare and information technology companies represented a meaningful percentage of the Fund’s holdings at the end of the period.

3

Mid-Cap Equity Fund (unaudited)

Understanding Your Fund’s Expenses

As a shareholder of the Fund you incur ongoing costs. Ongoing costs include portfolio management fees, distribution and services fees (for Class 4 shares), professional fees, administrative fees and other Fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors in each share class of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended June 30, 2011.

Actual Expenses

The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the

number given for your class under the heading “Expenses Paid During Period.”

Hypothetical Example for Comparison Purposes

The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholders reports of other funds.

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transaction costs, such as sales charges or redemption fees, if any. Additionally, the expenses shown do not reflect the fees or charges associated with variable contracts through which shares of the Fund are offered.

January 1, 2011 – June 30, 2011

	Account value at the beginning of the period  ($)		Account value at the end of the period  ($)		Expenses paid during the period ($)*
Actual Fund Return**
Class 1		1,000.00		1,056.87		3.98
Class 4		1,000.00		1,054.27		6.32
Hypothetical 5% Return (2.5% for the period)
Class 1		1,000.00		1,020.71		3.91
Class 4		1,000.00		1,018.47		6.21

* Expenses are equal to the Fund’s annualized expense ratio of 0.78% for Class 1 shares 1.24% for Class 4 shares (for the period January 1, 2011—June 30, 2011), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the six month period)

** Actual Fund Returns for the six-month period ended June 30, 2011 were as follows: 5.69% for Class 1 shares, and 5.43% for Class 4 shares. Past performance does not guarantee future results.

4

Mid-Cap Equity Fund (unaudited)

Investment Profile

A mutual fund designed for investors who seek long-term growth of capital and future income. The Fund seeks its objective by investing at least 80% of its net assets under normal circumstances in equity securities of mid-cap companies, such as common and preferred stocks. The Fund invests primarily in mid-cap companies the portfolio manager believes are undervalued by the market and have above-average growth potential.

Morningstar Performance Comparison

Based on average annual returns for periods ended June 30, 2011

	Six Months**		One Year		Three Year		Five Year		Ten Year
Number of Funds in peer group:		165		165		158		154		124
Peer group average annual total return:		8.25%		40.55%		5.56%		5.59%		4.07%
Morningstar category in peer group: U.S. Insurance Mid-Cap Growth

Sector Allocation

as a % of Fair Value^(b) of $90,126 (in thousands) on June 30, 2011^(b)(c)

Top Ten Largest Holdings

as of June 30, 2011 (as a % of Fair Value)^(b)(c)

Rovi Corp.	2.41%
HCC Insurance Holdings Inc.	2.30%
ITC Holdings Corp.	2.29%
Harsco Corp.	2.15%
Coach Inc.	2.05%
CB Richard Ellis Group Inc. (REIT)	2.03%
Illumina Inc.	2.02%
Catalyst Health Solutions Inc.	1.98%
Affiliated Managers Group Inc.	1.87%
Citrix Systems Inc.	1.82%

Change in Value of a $10,000 Investment

Class 1 Shares

Average Annual Total Return

for the Periods Ended June 30, 2011

Class 1 Shares (Inception date: 5/1//97)

	Six Months**		One Year		Five Year		Ten Year		Ending Value of a $10,000 investment(a)
Mid-Cap Equity Fund		5.69%		38.69%		6.96%		7.65%	$	20,900
Russell Midcap Index		8.08%		38.47%		5.31%		7.59%	$	20,775

Change in Value of a $10,000 Investment

Class 4 Shares

Average Annual Total Returns

for the Periods Ended June 30,2011

Class 4 Shares (Inception date: 5/1/08)

	Six Months**		One Year		Three Year		Since Incep tion		Ending Value of a $10,000 invest ment(a)
Mid-Cap Equity Fund		5.43%		38.07%		7.38%		5.59%	$	11,880
Russell Midcap Index		8.08%		38.47%		6.46%		4.81%	$	11,604

(a) Ending Value of a $10,000 investment for the ten-year period or since inception, whichever is less.

(b) The securities information regarding holdings, allocations and other characteristics is presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security.

(c) Fair value basis is inclusive of Short-Term Investment in GE Institutional Money Market Fund.

  * Less than 0.01%.

** Total returns for the six month period ended June 30, 2011 are not annualized.

See Notes to Performance on page 1 for further information, including an explanation of Morningstar peer categories.

Past performance does not predict future performance and the graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares and does not reflect the fees or charges that would be associated with variable contracts through which shares of the Fund are offered.

5

Mid-Cap Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

Mid-Cap Equity Fund

	Number of Shares		Fair Value
Common Stock — 99.0%†
Advertising — 1.5%
Omnicom Group Inc.		27,100	$	1,305,136
Aerospace & Defense — 2.0%
Alliant Techsystems Inc.		14,256		1,016,880	(c)
Hexcel Corp.		37,197		814,242	(a)
				1,831,122
Air Freight & Logistics — 0.6%
UTi Worldwide Inc.		25,257		497,310
Apparel Retail — 0.8%
Urban Outfitters Inc.		26,811		754,730	(a)
Apparel, Accessories & Luxury Goods — 2.1%
Coach Inc.		28,886		1,846,682
Application Software — 2.7%
Blackboard Inc.		12,232		530,747	(a)
Citrix Systems Inc.		20,505		1,640,400	(a)
SuccessFactors Inc.		9,101		267,569	(a)
				2,438,716
Asset Management & Custody Banks — 3.0%
Affiliated Managers Group Inc.		16,598		1,683,867	(a)
Invesco Ltd.		44,537		1,042,166
				2,726,033
Automotive Retail — 1.6%
O’Reilly Automotive Inc.		21,588		1,414,230	(a)
Biotechnology — 4.2%
Alexion Pharmaceuticals Inc.		21,983		1,033,861
Human Genome Sciences Inc.		31,441		771,563	(a)
Incyte Corp Ltd.		31,648		599,413	(a)
Vertex Pharmaceuticals Inc.		26,713		1,388,809	(a)
				3,793,646
Broadcasting — 0.9%
Discovery Communications Inc. (Class A)		8,103		331,899	(a)
Discovery Communications Inc. (Class C)		13,583		496,459	(a)
				828,358
Cable & Satellite — 1.3%
Liberty Global Inc.		27,655		1,180,869	(a)

	Number of Shares		Fair Value
Casinos & Gaming — 1.4%
Penn National Gaming Inc.		31,911	$	1,287,290	(a)
Coal & Consumable Fuels — 1.0%
Peabody Energy Corp.		15,080		888,363
Communications Equipment — 1.4%
Juniper Networks Inc.		38,630		1,216,845	(a)
Computer Storage & Peripherals — 1.2%
Synaptics Inc.		41,701		1,073,384	(a)
Construction & Engineering — 1.1%
Quanta Services Inc.		47,307		955,601	(a)
Construction & Farm Machinery & Heavy Trucks — 0.8%
Cummins Inc.		6,975		721,843
Diversified Financial Services — 1.1%
Comerica Inc.		28,668		991,053
Electric Utilities — 2.3%
ITC Holdings Corp.		28,813		2,067,909	(c)
Electrical Components & Equipment — 1.1%
Cooper Industries PLC		16,369		976,738
Fertilizers & Agricultural Chemicals — 1.4%
Intrepid Potash Inc.		17,792		578,240	(a)
Monsanto Co.		8,902		645,751	(c)
				1,223,991
Healthcare Equipment — 2.2%
Gen-Probe Inc.		8,710		602,296	(a)
Masimo Corp.		44,530		1,321,651
				1,923,947
Healthcare Services — 2.0%
Catalyst Health Solutions Inc.		31,949		1,783,393	(a)
Healthcare Technology — 0.7%
MedAssets Inc.		44,950		600,532	(a)
Home Building — 0.8%
MDC Holdings Inc.		28,944		713,181
Home Entertainment Software — 1.4%
Activision Blizzard Inc.		106,787		1,247,272
Home Furnishing Retail — 1.8%
Bed Bath & Beyond Inc.		27,714		1,617,666	(a)

See Notes to Schedule of Investments and Notes to Financial Statements.

6

Mid-Cap Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Hotels, Resorts & Cruise Lines — 1.1%
Royal Caribbean Cruises Ltd.		27,191	$	1,023,469	(a)
Independent Power Producers & Energy Traders — 1.1%
The AES Corp.		73,445		935,690	(a)
Industrial Machinery — 2.2%
Harsco Corp.		59,529		1,940,645
Internet Retail — 0.1%
HomeAway Inc.		2,316		89,629	(a)
Internet Software & Services — 4.2%
Baidu Inc. ADR		6,496		910,284	(a)
Equinix Inc.		9,779		987,874	(a)
MercadoLibre Inc.		12,875		1,021,502
Monster Worldwide Inc.		55,179		808,924	(a)
				3,728,584
IT Consulting & Other Services — 0.7%
Telvent GIT S.A.		16,804		668,800	(a)
Life Sciences Tools & Services — 6.8%
Covance Inc.		20,409		1,211,682	(a)
Illumina Inc.		24,235		1,821,261	(a)
Mettler-Toledo International Inc.		8,710		1,469,115	(a,c)
Thermo Fisher Scientific Inc.		25,197		1,622,435	(a,c)
				6,124,493
Movies & Entertainment — 0.8%
Liberty Media Corporation — Capital		8,191		702,378	(a)
Multi-Line Insurance — 2.3%
HCC Insurance Holdings Inc.		65,866		2,074,779
Office (REITs) — 1.6%
Douglas Emmett Inc.		39,474		785,138
SL Green Realty Corp.		8,244		683,181
				1,468,319
Oil & Gas Drilling — 1.1%
Noble Corp.		25,317		997,743
Oil & Gas Equipment & Services — 3.3%
Dresser-Rand Group Inc.		25,664		1,379,440	(a)
McDermott International Inc.		32,627		646,341	(a)
Weatherford International Ltd.		49,901		935,644	(a)
				2,961,425
Oil & Gas Exploration & Production — 3.7%
Petrohawk Energy Corp.		44,304		1,092,979	(a)
Pioneer Natural Resources Co.		11,777		1,054,866
Quicksilver Resources Inc.		48,872		721,351	(a)
Ultra Petroleum Corp.		10,541		482,778	(a)
				3,351,974

	Number of Shares		Fair Value
Packaged Foods & Meats — 1.9%
McCormick & Company Inc.		17,938	$	889,186	(c)
Mead Johnson Nutrition Co.		12,543		847,279
				1,736,465
Personal Products — 0.8%
Avon Products Inc.		25,571		715,988
Property & Casualty Insurance — 1.3%
ACE Ltd.		17,235		1,134,408
Real Estate Services — 2.0%
CB Richard Ellis Group Inc. (REIT)		72,808		1,828,209	(a,c)
Regional Banks — 0.7%
Zions Bancorp.		27,639		663,612
Research & Consulting Services — 2.1%
FTI Consulting Inc.		14,380		545,577	(a)
IHS Inc.		16,322		1,361,581	(a)
				1,907,158
Restaurants — 0.4%
Arcos Dorados Holdings Inc.		16,475		347,457
Security & Alarm Services — 1.5%
Corrections Corporation of America		60,240		1,304,196	(a)
Semiconductors — 3.2%
Cree Inc.		12,696		426,459	(a)
Hittite Microwave Corp.		22,669		1,403,438	(a)
Marvell Technology Group Ltd.		69,980		1,033,255	(a)
				2,863,152
Soft Drinks — 1.1%
Coca-Cola Enterprises Inc.		33,368		973,678
Specialized Finance — 1.4%
CBOE Holdings Inc.		25,577		629,195
MSCI Inc.		17,097		644,215	(a)
				1,273,410
Specialty Chemicals — 1.5%
Cytec Industries Inc.		11,431		653,739
Nalco Holding Co.		25,510		709,433
				1,363,172
Steel — 1.7%
Allegheny Technologies Inc.		17,705		1,123,736
Steel Dynamics Inc.		27,357		444,551
				1,568,287
Systems Software — 2.4%
Rovi Corp.		37,911		2,174,575	(a)

See Notes to Schedule of Investments and Notes to Financial Statements.

7

Mid-Cap Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Thrifts & Mortgage Finance — 2.1%
BankUnited Inc.		20,161	$	535,073
People’s United Financial Inc.		100,137		1,345,840
				1,880,913
Trading Companies & Distributors — 1.3%
MSC Industrial Direct Co.		17,683		1,172,560
Wireless Telecommunication Services — 2.2%
American Tower Corp.		27,073		1,416,730		(a)
NII Holdings Inc.		14,112		598,067		(a)
				2,014,797
Total Common Stock (Cost $66,163,506 )				88,895,805
Other Investments — 0.0%*
GEI Investment Fund (Cost $20,746)				20,954		(d)
Total Investments in Securities (Cost $66,184,252)				88,916,759
Short-Term Investments — 1.3%
GE Institutional Money Market Fund Investment Class 0.10% (Cost $1,209,663)				1,209,663		(b,d)
Total Investments (Cost $67,393,915)				90,126,422
Liabilities in Excess of Other Assets, net — (0.3)%				(250,709	)
NET ASSETS — 100.0%			$	89,875,713
Other Information

The Fund had the following long futures contracts open at June 30, 2011 (unaudited):

Description	Expiration date		Number of Contracts		Current Notional Value		Unrealized Appreciation
S&P Midcap 400 Emini Index Futures		September 2011		2	$	195,300	$	6,944

See Notes to Schedule of Investments and Notes to Financial Statements.

8

Notes to Schedule of Investments June 30, 2011 (unaudited)

The views expressed in this document reflect our judgment as of the publication date and are subject to change at any time without notice. The securities information regarding holdings, allocations and other characteristics are presented to illustrate examples of securities that the Fund have bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security. See the Fund’s summary prospectus and statutory prospectus for complete descriptions of investment objectives, policies, risks and permissible investments.

(a) Non-income producing security.

(b) Coupon amount represents effective yield.

(c) At June 30, 2011, all or a portion of this security was pledged to cover collateral requirements for futures, options, forward foreign currency contracts and/or TBA’s.

(d) GE Asset Management, the investment adviser of the Fund, also serves as investment adviser of the GEI Investment Fund and the GE Institutional Money Market Fund.

† Percentages are based on net assets as of June 30, 2011.

* Less than 0.05%.

Abbreviations:

ADR	American Depository Receipt
REIT	Real Estate Investment Trust

9

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated

	CLASS 1																		CLASS 4
	6/30/11†			12/31/10			12/31/09			12/31/08			12/31/07			12/31/06			6/30/11†			12/31/10			12/31/09			12/31/08
Inception date		—			—			—			—			—			5/1/97			—			—			—			5/1/08
Net asset value, beginning of period	$	18.64		$	14.82		$	10.50		$	17.30		$	18.19		$	19.22		$	18.61		$	14.81		$	10.51		$	16.85
Income/(loss) from investment operations:
Net investment income		0.03			0.06	**		0.09			0.10			0.08			0.23			(0.02)			(0.01)	**		(0.05)			(0.01)	**
Net realized and unrealized gains/(losses) on investments		1.03			3.82			4.26			(6.65)			2.23			1.40			1.03			3.81			4.35			(6.12)
Total income/(loss) from investment operations		1.06			3.88			4.35			(6.55)			2.31			1.63			1.01			3.80			4.30			(6.13)
Less distributions from:
Net investment income		—			0.06			0.03			0.05			0.07			0.22			—			—			—			0.01
Net realized gains		—			—			—			0.20			3.13			2.44			—			—			—			0.20
Total distributions		—			0.06			0.03			0.25			3.20			2.66			—			—			—			0.21
Net asset value, end of period	$	19.70		$	18.64		$	14.82		$	10.50		$	17.30		$	18.19		$	19.62		$	18.61		$	14.81		$	10.51
TOTAL RETURN (a)		5.69%			26.18%			41.45%			(37.82)%			12.60%			8.40%			5.43%			25.66%			40.91%			(36.36)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)	$	89,864			$97,829			$92,374			$81,791			$191,339			$199,311		$	12			$11			$9			$6
Ratios to average net assets:
Net investment income		0.30%	*		0.35%			0.19%			0.29%			0.35%			1.01%			(0.17)%	*		(0.06)%			(0.22)%			(0.05)%	*
Net expenses		0.78%	(b)*		0.71%	(b)		0.80%	(b)		0.73%	(b)		0.70%	(b)		0.69%	(b)		1.24%	(b)*		1.13%	(b)		1.25%	(b)		1.18%	(b)*
Gross expenses		0.78%	*		0.71%			0.80%			0.73%			0.70%			0.69%			1.24%	*		1.13%			1.25%			1.18%	*
Portfolio turnover rate		14%			31%			24%			49%			65%			29%			14%			31%			24%			49%

Notes to Financial Highlights

(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions, and do not include the effect of insurance contract charges. Past performance does not guarantee future results.

(b) Reflects GE Asset Management’s waiver of a portion of the Fund’s management fee in an amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Money Market Fund and/or GE Institutional Money Market Fund. Excluding waiver, the expense ratios would be unchanged.

* Annualized for periods less than one year.

** Per share values have been calculated using the average share method.

† Unaudited

The accompanying Notes are an integral part of these financial statements.

10

Statement of Assets and Liabilities June 30, 2011 (unaudited)
ASSETS
Investments in securities, at Fair Value (cost $66,163,506)	$88,895,805
Investments in affiliated securities, at Fair Value (cost $20,746)	20,954
Short-Term affiliated investments (at amortized cost)	1,209,663
Income receivables	56,149
Receivable for fund shares sold	801
Variation margin receivable	1,717
Total Assets	90,185,089
LIABILITIES
Payable for investments purchased	145,061
Payable for fund shares redeemed	88,351
Payable to GEAM	47,971
Accrued other expenses	27,993
Total Liabilities	309,376
NET ASSETS	$89,875,713
NET ASSETS CONSIST OF :
Capital paid in	66,980,299
Undistributed (distribution in excess of) net investment income	150,412
Accumulated net realized (loss)	(51,804	)
Net unrealized appreciation on:
Investments	22,789,862
Futures	6,944
NET ASSETS	$89,875,713
Class 1
NET ASSETS	89,863,831
Shares outstanding( $0.01 par value; unlimited shares authorized)	4,562,314
Net asset value per share	$19.70
Class 4
NET ASSETS	11,882
Shares outstanding( $0.01 par value; unlimited shares authorized)	606
Net asset value per share	$19.62

The accompanying Notes are an integral part of these financial statements.

11

Statement of Operations For the six months ended June 30, 2011 (unaudited)
INVESTMENT INCOME
Income:
Dividend	$	319,160
Interest		190,782
Interest from affiliated investments		1,169
Total Income		511,111
Expenses:
Advisory and administration fees		310,285
Distribution fees Class 4		26
Transfer agent		10,136
Director’s fees		1,448
Custody and accounting expenses		23,168
Professional fees		10,679
Other expenses		15,388
Total expenses before waiver and reimbursement		371,130
Less: Expenses waived or borne by the adviser		(1,455	)
Net expenses		369,675
Net investment income		141,436
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain on:
Investments		7,495,683
Futures		37,495
Increase (decrease) in unrealized appreciation/(depreciation) on:
Investments		(2,333,506	)
Futures		3,852
Net realized and unrealized gain (loss) on investments		5,203,524
Net increase in net assets resulting from operations	$	5,344,960

The accompanying Notes are an integral part of these financial statements.

12

Statement of Changes in Net Assets
	Six Months Ended June 30, 2011*			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income	$	141,436		$	322,213
Net realized gain on investments, futures and foreign currency transactions		7,533,178			6,929,800
Net increase (decrease) in unrealized appreciation / (depreciation) on investments and futures		(2,329,654	)		14,143,388
Net increase (decrease) from operations		5,344,960			21,399,401
Distributions to shareholders from :
Net investment income
Class 1		—			(316,553	)
Class 4		—			—
Total distributions		—			(316,553	)
Increase in net assets from operations and distributions		5,344,960			21,082,848
Share transactions :
Proceeds from sale of shares
Class 1		2,140,413			5,577,989
Class 4		—			—
Value of distributions reinvested
Class 1		—			316,553
Class 4		—			—
Cost of shares redeemed
Class 1		(15,449,475	)		(21,520,293	)
Class 4		—			—
Net (decrease) from share transactions		(13,309,062	)		(15,625,751	)
Total increase (decrease) in net assets		(7,964,102	)		5,457,097
NET ASSETS
Beginning of period		97,839,815			92,382,718
End of period	$	89,875,713		$	97,839,815
Undistributed (distribution in excess of) net investment income, end of period	$	150,412		$	8,976
CHANGES IN FUND SHARES
Class 1
Shares sold		109,983			358,871
Issued for distributions reinvested		—			16,937
Shares redeemed		(796,171	)		(1,361,438	)
Net increase (decrease) in fund shares		(686,188	)		(985,630	)
Class 4
Shares sold		—			—
Issued for distributions reinvested		—			—
Shares redeemed		—			—
Net increase (decrease) in fund shares		—			—

* Unaudited

The accompanying Notes are an integral part of these financial statements.

13

Notes to Financial Statements June 30, 2011 (unaudited)

1. Organization of the Company

GE Investments Funds, Inc. (the “Company”) was incorporated under the laws of the Commonwealth of Virginia on May 14, 1984 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Company is composed of fourteen investment portfolios (collectively the “Funds”), although only the following eleven are currently being offered: U.S. Equity Fund, S&P 500 Index Fund, Premier Growth Equity Fund, Core Value Equity Fund, Mid-Cap Equity Fund (the “Fund”), Small-Cap Equity Fund, International Equity Fund, Total Return Fund, Income Fund, Money Market Fund and Real Estate Securities Fund.

Shares of the Funds of the Company are offered only to insurance company separate accounts that fund certain variable life insurance contracts and variable annuity contracts. GE Asset Management Incorporated (“GEAM”), is the investment adviser and administrator of each of the Funds.

The Company currently offers two share classes (Class 1 and Class 4) of the Fund. Class 4 shares were first offered on May 1, 2008, and Fund shares outstanding prior to May 1, 2008 were designated as Class 1 shares. Each share class has different fees and expenses, and as a result, each share class will have different share price and performance. Not all variable contracts offer both share classes of the Fund.

2. Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates.

Subsequent events after the balance sheet date through the date the financial statements were issued, have been evaluated in the preparation of the financial statements. There are no items to report.

The following summarizes the significant accounting policies of the Company:

Securities Valuation and Transactions. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Securities transactions are accounted for as of the trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost for both financial statement and federal tax purposes.

The Fund’s income, expenses (other than distribution fees) and realized and unrealized gains and losses are allocated proportionally each day among the share classes based upon the relative net assets of each class.

Derivatives The Fund is subject to equity price risk in the normal course of pursuing its investment objective. The Fund entered into derivative transactions to gain market exposure for residual and accumulating cash positions.

Futures Contracts A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. The Fund invests in stock index futures contracts subject to certain limitations to manage its exposure to the stock markets. Buying futures tends to increase a Fund’s exposure to the underlying instrument while selling futures tends to decrease a Fund’s exposure to the underlying instrument or to hedge other Fund investments. The Fund will not enter into a transaction involving futures for speculative purposes. With futures contracts, there is minimal counterparty credit risk to the Fund since futures contracts are exchange traded and the exchange’s clearinghouse, as counterparty to all traded futures, guarantees the futures against default. The Fund’s risks in using these contracts include changes in the value of the underlying instruments, non- performance of the counterparties under the contracts’ terms and changes in the liquidity of the secondary market for the contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they principally trade.

Upon entering into a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount, known as initial margin deposit. Subsequent payments, known as variation margin, are made or received by the Fund each day, depending on the daily fluctuation in the fair value of the underlying security. The Fund records an unrealized gain or loss equal to the daily variation margin. Should market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may incur a loss. The Fund recognizes a realized gain or loss upon the expiration or closing of a futures contract.

14

Notes to Financial Statements June 30, 2011 (unaudited)

Investment Income Corporate actions (including cash dividends) are recorded on the ex-dividend date, net of applicable withholding taxes, except for certain foreign corporate actions which are recorded as soon after ex-dividend date as such information becomes available. Interest income is recorded on the accrual basis.

Expenses Fund specific expenses are allocated to the Fund that incurs such expenses. Such expenses may include custodial fees, legal and accounting fees, printing costs and registration fees. Expenses that are not fund specific are allocated pro rata across the Funds. Certain class specific expenses (such as distribution fees) are allocated to the class that incurs such expense. Expenses of the Fund are generally paid directly by the Fund however, expenses may be paid by GEAM and reimbursed by the fund.

Federal Income Taxes The Fund intends to comply with all sections of the Internal Revenue Code applicable to regulated investment companies including the distribution of substantially all of its taxable net investment income and net realized capital gains to its shareholders. Therefore, no provision for federal income tax has been made. The Fund is treated as a separate taxpayer for federal income tax purposes.

3. Securities Valuation

The Fund utilizes various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a framework for measuring fair value and providing related disclosures. Broadly, the framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. It also establishes a three-level valuation hierarchy based upon observable and non-observable inputs.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical investments in active markets.

Level 2 — Quoted prices for similar investments in active markets; quoted prices for identical or similar investments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable.

Policies and procedures are maintained to value investments using the best and most relevant data available. In addition, pricing vendors are utilized to assist in valuing investments. GEAM performs periodic reviews of the methodologies used by independent pricing services including price validation of individual securities.

Fair Value Measurement The following section describes the valuation methodologies the Fund uses to measure different financial investments at fair value.

The Fund’s portfolio securities are valued generally on the basis of market quotations. Equity securities generally are valued at the last reported sales price on the primary market in which they are traded. Portfolio securities listed on NASDAQ are valued using the NASDAQ Official Closing Price. Level 1 securities primarily include publicly-traded equity securities which may not necessarily represent the last sale price. If no sales occurred on the exchange or NASDAQ that day, the portfolio security generally is valued using the last reported bid price. In those circumstances the Fund classifies the investment securities in Level 2.

The Fund uses the net asset value per unit for the collective Fund. The Fund classifies the investment security in Level 2.

Other financial investments are derivative instruments that are not reflected in Total Investments, such as exchange traded futures. Futures are valued at the last sale price on the primary market they are traded and are typically included in level 1.

If prices are not readily available for a portfolio security, or if it is believed that a price for a portfolio security does not represent its fair value, the security may be valued using procedures approved by the Fund’s Board of Trustees that are designed to establish its “fair” value. These securities would generally be classified in Level 3. Those procedures require that the fair value of a security be established by the valuation committee. The valuation committee follows different protocols for different types of investments and circumstances. The fair value procedures may be used to value any investment of the Fund in the appropriate circumstances.

15

Notes to Financial Statements June 30, 2011 (unaudited)

The following table presents the Fund’s investments measured at fair value on a recurring basis at June 30, 2011:

Investments		Level 1		Level 2		Level 3		Total
Investments in Securities†
Common Stock	$	88,895,805	$	—	$	—	$	88,895,805
Other Investments		—		20,954		—		20,954
Short-Term Investments		1,209,663		—		—		1,209,663
Total Investments in Securities	$	90,105,468	$	20,954	$	—	$	90,126,422
Other Financial Instruments*
Futures Contracts — Unrealized Appreciation	$	6,944	$	—	$	—	$	6,944
†   See Schedule of Investments for Industry Classification. *  Other financial instruments include derivative instruments such as futures contracts. Amounts shown represent unrealized appreciation (depreciation) at period end.

There were no significant transfers between the fair value levels. Transfers between fair value levels are considered to occur at the beginning of the period.

4. Derivatives Transactions

Shown below are the derivative contracts entered into by the Fund, summarized by primary risk exposure as they appear on the Statement of Assets and Liabilities, all of which are not accounted for as hedging instruments under FASB Accounting Standards Codification (“ASC”) No. 815 Derivatives and Hedging as of June 30, 2011.

	Asset Derivatives June 30, 2011			Liability Derivatives June 30, 2011
Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Assets and Liabilities	Fair Value ($)		Location in the Statements of Assets and Liabilities	Fair Value ($)
Equity Contracts	Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		6,944*	Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		—

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments and Net Assets section of the Statement of Assets and Liabilities. Only the current day’s variation margin is reported within the Assets or Liabilities sections of the Statement of Assets and Liabilities.

Shown below are the effects of derivative instruments on the Fund’s Statement of Operations, summarized by primary risk exposure all of which are not accounted for as hedging instruments under ASC 815.

Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Operations	Total Notional Amount of Futures Contracts Purchased/(Sold) ($)		Realized Gain or (Loss) on Derivatives Recognized in Income ($)		Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized in Income ($)
Equity Contracts	Realized gain/(loss) on Futures, Increase/(decrease) in unrealized appreciation/ (depreciation) on Futures		17,128,190/(16,431,057)		37,495		3,852

5. Line of Credit

The Company shares a revolving credit facility of up to $150 million with a number of its affiliates. The credit facility is with its custodian bank, State Street Bank and Trust Company (“State Street”). The revolving credit facility requires the payment of a commitment fee equal to 0.125% per annum on the daily unused portion of the credit

facility, payable quarterly. The portion borne by the Funds generally is borne proportionally based upon net assets. In addition, the Company has a $100 million uncommitted, unsecured line of credit with State Street. Generally, borrowings under the credit facilities would accrue interest at the Federal Funds Rate plus 50 basis points and would be borne by the borrowing Fund. The maximum amount

16

Notes to Financial Statements June 30, 2011 (unaudited)

allowed to be borrowed by any one Fund is the lesser of (i) 10% of its total assets or (ii) 20% of its net assets. The credit facilities were not utilized by the Fund during the six month period ended June 30, 2011.

6. Fees and Compensation Paid to Affiliates

GEAM, a registered investment adviser, was retained by the Company’s Board of Directors effective May 1, 1997 to act as investment adviser and administrator of the Fund.

GEAM’s compensation for investment advisory and administrative services is paid monthly based on the average daily net assets of the Fund at an annualized rate of 0.65%.

GEAM has a contractual arrangement with the Fund to waive a portion of the Fund’s management fee in the amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Institutional Money Market Fund.

Distribution and Service (12b-1) Fees The Company has adopted a Distribution and Service (12b-1) Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act with respect to Class 4 shares of the Fund. Under the Plan, the Fund may compensate GE Investment Distributors, Inc. (“GEID”), a wholly-owned subsidiary of GEAM and the Fund’s principal distributor, for certain sales services provided by GEID or other broker dealers and investor services provided by GEID or other service providers relating to the Fund’s Class 4 shares, including services to owners or prospective owners of variable contracts issued by insurance companies that offer such share class as an investment option. The amount of compensation paid under the Plan by the Fund’s Class 4 shares may not exceed 0.45% of the average daily net assets of the Fund attributable to such share class. The Plan continues in effect from year to year for so long as such continuance is approved annually by the Board of Directors, including by those directors who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to it.

Directors’ Compensation The Fund pays no compensation to its directors who are officers or employees of GEAM or its affiliates. Directors who are not such officers or employees also serve in a similar capacity for other funds advised by GEAM. Compensation paid to unaffiliated directors are reflected on the Statement of Operations. These fees are allocated pro rata across all of the mutual fund platforms and share classes served by the directors, including the Fund, and are based upon the relative net assets of each fund within such platforms.

7. Investment Transactions

Purchases and Sales of Securities The cost of purchases and the proceeds from sales of investments, other than short-term securities and options, for the period ended June 30, 2011 were as follows:

Non U.S. Government Securities
Purchases	Sales
$13,289,706	$25,585,239

8. Income Taxes

The Fund is subject to ASC 740, Income Taxes. ASC 740 provides guidance for financial accounting and reporting for the effects of income taxes that result from an entity’s activities during the year. ASC 740 also provides guidance regarding how certain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more likely than not” of being sustained by the applicable tax authority. There are no adjustments to the Fund’s net assets required under ASC 740. The Fund’s 2007, 2008, 2009 and 2010 fiscal years tax returns are still open to examination by the Federal and applicable state tax authorities.

At June 30, 2011, information on the tax cost of investments was as follows:

Cost of Investment for Tax Purposes	Gross Tax		Net Tax Appreciation/ (Depreciation)
	Appreciation	Depreciation
$70,850,016	$21,962,771	$(2,686,365)	$19,276,406

17

Notes to Financial Statements June 30, 2011 (unaudited)

As of December 31, 2010, the Fund has capital loss carryovers as indicated below. Capital loss carryovers are available to offset future realized capital gains to the extent provided in the Internal Revenue Code and regulations thereunder. To the extent that these carryover losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.

Amount	Expires
$4,127,500	12/31/2017

These amounts will be available to offset future taxable capital gains. Under the recently enacted Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

During the year ended December 31, 2010, the Fund utilized $7,105,929 of prior year capital loss carryovers.

Any net capital and currency losses incurred after October 31, within the Fund’s tax year, are deemed to arise on the first day of the Fund’s next tax year if the Fund so elects to defer such losses.

The Fund did not defer any post-October losses for the year ended December 31, 2010.

The tax composition of distributions paid during the years ended December 31, 2010 and December 31, 2009 were as follows:

	Ordinary Income		Long-Term Capital Gains		Total
2010	$	316,553		$—	$	316,553
2009		200,960		—		200,960

Distributions to Shareholders The Fund declares and pays any dividends from net investment income annually. The Fund declares and pays any net realized capital gains in excess of capital loss carryforwards distributions annually. The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences include (but are not limited to) futures, distributions from Real Estate Investment Trusts (REITS), investments organized as partnerships for tax purposes, and losses deferred due to wash sale transactions. Reclassifications due to permanent book/tax differences are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on the net asset value of the Fund. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments.

The reclassifications for the year ended December 31, 2010 were as follows:

Undistributed Net Investment Income	Accumulated Net Realized Gain	Paid In Capital
$(1,713)	$2	$1,711

18

Special Meeting of Shareholders — Voting Results (unaudited)

On April 1, 2011, the GE Investments Funds, Inc. (the “Company”) held a special meeting of shareholders of each series portfolio of the Company, including shareholders of the Mid-Cap Equity Fund (the “Fund”). Shareholders of record on January 28, 2011 were entitled to vote on the proposals. For each proposal, except Proposal 1, shareholders voted on a fund-by-fund basis. For Proposal 1, shareholders of all funds voted together and not by fund or share class. At the meeting, all proposals were approved by the Fund and the following votes were recorded:

Proposal 1:

Election of Mr. R. Sheldon Johnson and Mr. Matthew J. Simpson as Directors to the Board of Directors of the Company.

Company votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		451,517,094.582		90.054	%		96.126	%
Abstain		18,195,810.391		3.629	%		3.874	%
Total		469,712,904.973		93.683	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		451,949,730.789		90.140	%		96.218	%
Abstain		17,763,174.184		3.543	%		3.782	%
Total		469,712,904.973		93.683	%		100.000	%

Fund votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		4,587,285.910		89.922	%		94.386	%
Abstain		272,830.338		5.348	%		5.614	%
Total		4,860,116.248		95.270	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		4,555,139.721		89.291	%		93.725	%
Abstain		304,976.527		5.979	%		6.275	%
Total		4,860,116.248		95.270	%		100.000	%

Proposal 2:

Approval of the use of a “manager of managers” arrangement whereby GEAM, as the Fund’s investment adviser, under certain circumstances, will be able to hire and replace sub-advisers to the Fund without obtaining shareholder approval.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,337,656.527		85.028	%		89.250	%
Against		304,051.283		5.960	%		6.256	%
Abstain		218,408.438		4.282	%		4.494	%
Broker Non-votes		—		—			—
Total		4,860,116.248		95.270	%		100.000	%

19

Special Meeting of Shareholders — Voting Results (unaudited)

Proposal 3:

Approval of the following changes in certain of the Fund’s investment policies, as follows:

A. Amendment of the Fund’s investment policy on senior securities.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,282,024.882		83.938	%		88.105	%
Against		302,382.328		5.927	%		6.222	%
Abstain		275,709.038		5.405	%		5.673	%
Broker Non-votes		—		—			—
Total		4,860,116.248		95.270	%		100.000	%

C. Amendment of the Fund’s investment policy on making loans.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,272,835.130		83.758	%		87.916	%
Against		312,931.838		6.134	%		6.439	%
Abstain		274,349.280		5.378	%		5.645	%
Broker Non-votes		—		—			—
Total		4,860,116.248		95.270	%		100.000	%

D. Amendment of the Fund’s investment policy on borrowing.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,264,794.355		83.600	%		87.751	%
Against		335,835.568		6.583	%		6.910	%
Abstain		259,486.325		5.087	%		5.339	%
Broker Non-votes		—		—			—
Total		4,860,116.248		95.270	%		100.000	%

E. Amendment of the Fund’s investment policy on diversification.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,337,306.828		85.021	%		89.243	%
Against		267,623.472		5.246	%		5.506	%
Abstain		255,185.948		5.003	%		5.251	%
Broker Non-votes		—		—			—
Total		4,860,116.248		95.270	%		100.000	%

F. Amendment of the Fund’s investment policy on concentration of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,362,117.848		85.508	%		89.753	%
Against		255,118.067		5.001	%		5.250	%
Abstain		242,880.333		4.761	%		4.997	%
Broker Non-votes		—		—			—
Total		4,860,116.248		95.270	%		100.000	%

20

Special Meeting of Shareholders — Voting Results (unaudited)

G. Amendment of the Fund’s investment policy on investments in commodities and its reclassification from a non-fundamental policy to a fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,293,651.970		84.166	%		88.345	%
Against		320,204.059		6.276	%		6.588	%
Abstain		246,260.219		4.828	%		5.067	%
Broker Non-votes		—		—			—
Total		4,860,116.248		95.270	%		100.000	%

H. Amendment of the Fund’s fundamental investment policy on illiquid investments and its reclassification from a fundamental policy to a non-fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,293,714.769		84.167	%		88.346	%
Against		299,684.356		5.874	%		6.166	%
Abstain		266,717.123		5.229	%		5.488	%
Broker Non-votes		—		—			—
Total		4,860,116.248		95.270	%		100.000	%

I. Elimination of the Fund’s investment policy on mortgaging, pledging and hypothecating of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,575,989.902		89.700	%		94.154	%
Against		159,269.882		3.122	%		3.277	%
Abstain		124,856.464		2.448	%		2.569	%
Broker Non-votes		—		—			—
Total		4,860,116.248		95.270	%		100.000	%

J. Amendment of the Fund’s investment policy on real estate investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,388,258.060		86.020	%		90.291	%
Against		235,411.453		4.615	%		4.844	%
Abstain		236,446.735		4.635	%		4.865	%
Broker Non-votes		—		—			—
Total		4,860,116.248		95.270	%		100.000	%

21

Additional Information (unaudited)

Information about Directors and Executive Officers:

The business and affairs of the Funds are managed under the direction of the Funds’ Board of Directors. Information pertaining to the Directors and officers of the Funds is set forth below.

Interested Directors and Executive Officers

Michael J. Cosgrove

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    62

Position(s) Held with Fund    Chairman of the Board and President

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    President and Chief Executive Officer – Mutual Funds and Intermediary Business at GEAM since March 2007; Executive Vice President of GEAM from February 1997 to March 2007; Vice President, GE Capital Corporation, an indirect wholly-owned subsidiary of GE, since December 1999; Executive Vice President – Mutual Funds of GEAM, a wholly-owned subsidiary of GE that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, since March 1993; President and Director of GE Investment Distributors, Inc., since June 2011. Director of GEAM since 1988.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Chairman of the Board and President of GE Institutional Funds since 1997; Trustee of Elfun Funds, GE Savings & Security Funds, General Relief and Loan Fund and General Electric Pension Trust since 1988; Trustee of Fordham University from 2002 to June 30, 2010 and since July 2011; Trustee of GE Volunteers since 1993; Director of GE Foundation; Director, GE Asset Management (Ireland) Limited, since February 1999, GE Asset Management Funds Plc since 1998, GE Asset Management Canada Company since 1998, GE Asset Management Limited since 1998 and GEAM since 1988; Chairman of the Board and President of GE Funds from 1993 to February 2011.

Matthew J. Simpson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    50

Position(s) Held with Fund    Director and Executive Vice President

Term of Office and Length of Time Served    Until successor is elected and qualified – 3 years

Principal Occupation(s) During Past 5 years    Executive Vice President, General Counsel and Secretary of GEAM since July 2007; Senior Vice President and General Counsel – Marketing and Client Services (formerly Asset Management Services) at GEAM and Senior Vice President and General Counsel of GE Asset Management Services from February 1997 to July 2007; Vice President and Associate General Counsel of GEAM from October 1992 to February 1997; Secretary of GE Funds from 1993 to July 2007 and Vice President from September 2003 to July 2007; Secretary of GE Institutional Funds and GE Investments Funds, Inc. from 1997 to July 2007; Secretary of Elfun Funds and GE Savings & Security Funds since July 2007; Assistant Secretary of Elfun Funds and GE Savings & Security Funds from 1998 to July 2007 and Vice President from October 2003 to July 2007.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Trustee of Elfun Funds, GE Savings & Security Funds and General Electric Pension Trust since July 2007; Trustee of GE Institutional Funds since April 2011 and Trustee of GE Funds from July 2007 to February 2011.

22

Additional Information (unaudited)

Joon Won Choe

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    41

Position(s) Held with Fund    Vice President & Secretary

Term of Office and Length of Time Served    Until successor is elected and qualified – Vice President and Secretary – less than 1 year

Principal Occupation(s) During Past 5 years    Senior Vice President and Deputy General Counsel at GEAM since March 2011; Senior Vice President and Associate General Counsel at GEAM from June 2010 to March 2011; Vice President and Associate General Counsel at GEAM from November 2005 to June 2010; Vice President and Secretary of GE Institutional Funds and GE Investments Funds, Inc. since September 2010; Vice President and Assistant Secretary of Elfun Funds and GE Savings & Security Funds since September 2010.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Robert Herlihy

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    43

Position(s) Held with Fund    Chief Compliance Officer

Term of Office and Length of Time Served    Until successor is elected and qualified – 5 years

Principal Occupation(s) During Past 5 years    Chief Compliance Officer of GEAM, GE Institutional Funds, Elfun Funds, and GE Savings and Security Funds since July 2005; Chief Compliance Officer of GE Funds from July 2005 to February 2011; and Manager of Fund Administration at GEAM from 2002 – 2005.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Arthur A. Jensen

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    44

Position(s) Held with Fund    Treasurer

Term of Office and Length of Time Served    Until successor is elected and qualified – less than 1 year

Principal Occupations(s) During Past 5 Years    Treasurer of GE Institutional Funds, Elfun Funds and GE Savings and Security Funds since June 2011; Mutual Funds Controller of GEAM since April 2011; Senior Vice President at Citigroup from 2008 to 2010 and Vice President at JPMorgan from 2005 to 2008.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

23

Additional Information (unaudited)

Non-Interested Directors

John R. Costantino

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    65

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    General Partner, NGN Capital LLC since 2006; Managing Director, Vice President of Walden Capital Management since 1996.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Director of GE Institutional Funds since 1997; Trustee of Fordham University from 1989-1995 and 2001-2007 and Trustee Emeritus since 2007; Trustee of Neuroscience Research Institute since 1986; Trustee of GE Funds from 1993 to February 2011; Trustee of Gregorian University Foundation from 1992-2007; Director of Artes Medical from 2006-2008.

R. Sheldon Johnson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    64

Positions(s) Held with Fund    Director

Term of office and Length of Time served    Unit Successor is elected and qualified – less than 1 year.

Principal Occupation(s) During Past 5 years    Managing Director at Morgan Stanley & Co.,Inc. from 1988 to 2006; Head of Global Institutional Equity Sales and Marketing at Morgan Stanley & Co., Inc. from 2002 to 2006.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since April 2011 and Trustee of St. Lawrence University since 2003.

Robert P. Quinn

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    75

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    Retired since 1983 from Salomon Brothers Inc.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since 1997; Trustee of St. Francis Hospital since 1980; and Trustee of GE Funds from 1993 to February 2011.

The Statement of Additional Information for the Funds includes additional information about the Directors and Officers and is available, without charge, upon request by calling 1-800-242-0134.

24

Investment Team (unaudited)

Investment Adviser and Administrator

GE Asset Management Incorporated

Board of Directors

Michael J. Cosgrove, Chairman

John R. Costantino

R. Sheldon Johnson*

Robert P. Quinn

Matthew J. Simpson

Secretary

Joon Won Choe

Assistant Secretary

Michelle Matzelle

Treasurer

Arthur A. Jensen (effective June 6, 2011)

Assistant Treasurer

Casey Yantosca

Distributor

GE Investment Distributors, Inc.

Member FINRA and SIPC

Custodian

State Street Bank & Trust Company

Officers of the Investment Adviser

Dmitri Stockton, President and Chief Executive Officer (since May 2011)†

Cheryl H. Beacock, Senior Vice President, Human Resources

George A. Bicher, Chief Risk Officer

Paul M. Colonna, President and Chief Investment Officer – Fixed Income Investments

Michael J. Cosgrove, President and Chief Executive

Officer – Mutual Funds & Intermediary Business

Ralph R. Layman, President and Chief Investment Officer – Public Equity Investments

Maureen B. Mitchell, President – Institutional Sales and Marketing

Matthew J. Simpson, Executive Vice President, General Counsel and Secretary

Don W. Torey, President – Alternative Investments

John J. Walker, Executive Vice President, Chief Operating Officer

David Wiederecht, President and Chief Investment Officer – Investment Strategies

Tracie A. Winbigler, Executive Vice President, Chief Financial Officer (since January 2011)

* Mr. Johnson was elected as a Director of the Funds effective April 1, 2011.

† Effective May 1, 2011, Mr. Stockton replaced James W. Ireland as President and Chief Executive Officer.

At GE Asset Management, we’re dedicated to providing the investment options you’ll need to tailor your financial portfolio to every stage of your life. Each member of the GE Family of Funds is managed according to the same principles of integrity and quality that have guided GE over the past century, and have made it the world-class company that it is today. Each fund draws strength from a heritage of investment management experience that spans more than 80 years. Whether you’re creating a new investment portfolio or adding to an established one, the GE Family of Funds offers an array of professionally managed investment options that will help you meet a lifetime of financial needs.

25

Investment Adviser

GE Asset Management Incorporated

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

Distributor

GE Investment Distributors, Inc.

member FINRA and SIPC

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities is available without charge (i) upon request, by calling 1-800-493-3042; (ii) on the Fund’s website at http://www.geam.com; and (iii) on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC—information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at http://www.geam.com; and (ii) on the Commission’s website at http://www.sec.gov.

GE Investments Funds, Inc.

Small-Cap Equity Fund Letter from the Chairman

Michael J. Cosgrove

Chairman,

GE Investments Funds, Inc.

Dear Shareholder:

Attached is the semi-annual report for GE Investments Funds, Inc. — Small-Cap Equity Fund (the “Fund”) for the six-month period ended June 30, 2011. The report contains information about the performance of the Fund and other fund-specific data, along with portfolio manager commentary.

We have provided you with an overview of the investment markets, along with our investment outlook for the coming months.

Market Overview

Most major equity indices posted positive returns in the six-month period ended June 30, 2011, despite geopolitical tensions in the Middle East and North Africa, a devastating earthquake in Japan, ongoing concerns about unresolved sovereign debt issues in peripheral Europe and elevated inflation in emerging markets. Volatility increased in May and June, however, as some measures of global economic activity weakened and uncertainties over Greece’s ability to finance and service its debt rattled the financial markets. In the U.S., concerns over the end of quantitative easing by the Federal Reserve and political wrangling over the government debt ceiling further contributed to a challenging environment. The increase in risk aversion benefited the fixed income markets as many investors sought out safer investments. Toward the end of June, the Greek Parliament passed austerity measures that seemed to calm the markets and opened the way for the next round of financing from the European Central Bank and the International Monetary Fund.

Against this backdrop, financial markets posted positive results for the six- and 12-month periods ended June 30, 2011 as represented by the index returns in the below chart.

Total Returns (%) as of June 30, 2011	6-month		12-month
U.S. equities (S&P 500 Index)		6.0		30.7
Global equities (MSCI World Index)		5.3		30.5
International equities (MSCI EAFE Index)		5.0		30.4
Small-cap U.S. equities (Russell 2000 Index)		6.2		37.4
Mid-cap U.S. equities (Russell Mid Cap Index)		8.1		38.5
U.S. fixed income (Barclays Capital U.S. Aggregate Bond Index)		2.7		3.9
U.S. short-term government fixed income (Barclays Capital 1-3 Year U.S. Government Bond Index)		0.9		1.4

Outlook

We remain constructive on the prospects for healthy global growth, although it may be at a slower pace than originally anticipated. Central banks in the U.S. and Europe remain accommodative and supply chain issues in Japan appear to have abated. There are also signs that inflation may be peaking in emerging markets as commodity prices have eased in recent months. Corporate balance sheets remain healthy and fundamentals remain intact, in our view. We believe that valuations for equities are not stretched and remain below historical averages while equity risk premiums are still high–offering the possibility for further gains. We expect that the financial markets are likely to remain volatile due to outstanding sovereign debt issues, but believe that returns are biased to the upside in the second half of the year.

Thank you for investing with GE Investments Funds.

Sincerely,

Michael J. Cosgrove

Chairman, GE Investments Funds, Inc.

July 2011

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

Small-Cap Equity Fund Letter from the Chairman  (Continued)

Mike Cosgrove is President and Chief Executive Officer — Mutual Funds and Intermediary Business at GE Asset Management Incorporated (“GEAM”). In addition to the GE Investments Funds, he is also Chairman of the Board and President of GE Institutional Funds and Director and President of GEAM’s broker-dealer which serves as underwriter and distributor for the GE Investments Funds. Mr. Cosgrove serves as a Trustee of the GE Savings & Security Funds, the GE Foundation, and the GE Pension Trust. He also serves on the Board of Directors of the Skin Cancer Foundation and is a Trustee of Fordham University. Previously Chief Financial Officer of GE Asset Management and Assistant Treasurer — GE Company, Mr. Cosgrove joined GE in 1970 and held a number of managerial positions in finance and sales in the International Operation and the GE Trading Company. He received a BS in Economics from Fordham University and an MBA from St. John’s University.

This does not constitute a part of the Fund’s Shareholder Report

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc.

GE Investments Funds, Inc.

Small-Cap Equity Fund

Semi-Annual Report

June 30, 2011

GE Investments Funds, Inc.

Small-Cap Equity Fund Contents

Notes to Performance	1
Manager Review and Schedule of Investments	2
Notes to Schedule of Investments	13
Financial Statements
Financial Highlights	14
Statement of Assets and Liabilities	15
Statement of Operations	16
Statement of Changes in Net Assets	17
Notes to Financial Statements	18
Special Meeting of Shareholders — Voting Results	23
Additional Information	25
Investment Team	28

This report is prepared for Policyholders of certain variable contracts and may be distributed to others only if preceded or accompanied by the variable contract’s current prospectus and the current prospectus of the Fund available for investments thereunder.

Notes to Performance June 30, 2011 (unaudited)

The information provided on the performance pages relates to the GE Investments Small-Cap Equity Fund (the “Fund”).

Total returns take into account changes in share price and assume reinvestment of dividends and capital gains distributions, if any. Total returns shown are net of Fund expenses but do not reflect fees and charges associated with the variable contracts such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the Fund’s total returns for all periods shown.

The performance data quoted represents past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Periods less than one year are not annualized. Please call 800-493-3042 or visit the Fund’s website at http://www.geam.com for the most recent month-end performance data.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. An investment in the Fund is subject to risk, including possible loss of principal invested.

The Russell 2000^® Index is an unmanaged market capitalization-weighted index consisting of 2,000 of the smallest U.S.-domiciled publicly traded common stocks that are included in the Russell 3000^® Index. The Russell 3000^®

Index is comprised of the 3,000 largest U.S. domiciled companies. The results shown for the foregoing index assume the reinvestment of net dividends or interest. They do not reflect the actual cost of investing in the instruments that comprise the index.

Russell Investment Group owns the Russell Index data, including all applicable trademarks and copyrights, used by GE Asset Management Incorporated in these materials. Any unauthorized use or redistribution of such Russell Index data is strictly prohibited. Russell Investment Group is not responsible for the configuration of this material or for any inaccuracy in GE Asset Management Incorporated’s presentation thereof.

The peer universe of the underlying annuity funds used for the peer group average annual total return calculation is based on a blend of Morningstar peer categories, as shown. Morningstar is an independent mutual fund rating service. A Fund’s performance may be compared to or ranked within a universe of mutual funds with investment objectives and policies similar but not necessarily identical to that of the Fund.

^©2011 Morningstar, Inc. All Rights Reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damage or losses relating from any use of this information. Past performance is no guarantee of future results.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc. and a wholly owned subsidiary of GE Asset Management Incorporated, the investment adviser of the Fund.

1

Small-Cap Equity Fund (unaudited)

David Wiederecht

President and Chief

Investment Officer –

Investment Strategies

The Small-Cap Equity Fund utilizes a multiple sub-adviser Fund structure to manage the Fund’s assets. The Fund is managed by David Wiederecht, who is vested with oversight authority over the Fund’s sub-advisers that provide day-to-day management of the assets of the Fund allocated to them. David Wiederecht has full discretion in determining the assets that are allocated to each sub-adviser. The current sub-advisers of the Fund are as follows: Palisade Capital Management L.L.C.; Champlain Investment Partners, LLC; GlobeFlex Capital, LP; Kennedy Capital Management, Inc.; and SouthernSun Asset Management, LLC.

David Wiederecht is the President and Chief Investment Officer — Investment Strategies and a Director at GE Asset Management. He has served as a portfolio manager of the Fund since September 2010. Mr. Wiederecht joined GE Asset Management in 1988 and has held various positions at GE Asset Management including Vice President — Alternative Investments/Private Equity/Hedge Fund from 1998 to 2004, Managing Director — Alternative Investments from 2004 to 2008, and President — Investment Strategies since 2008.

Q. How did the Small-Cap Equity Fund perform compared to its benchmark and Morningstar peer group for the six-month period ended June 30, 2011?

A. For the six-month period ended June 30, 2011, the Small-Cap Equity Fund returned 9.23% for Class 1 shares and 8.96% for Class 4 shares. The Russell 2000 Index, the Fund’s benchmark, returned 6.20% and the Fund’s Morningstar peer group of 136 Small Blend funds returned an average of 6.29% over the same period.

Q. What market factors affected Fund performance?

A. During the first quarter of 2011 the market was affected by several exogenous shocks including the uprisings in the Middle East and North Africa, a massive earthquake in Japan and the ensuing tsunami that claimed thousands of lives and affected the

global supply chain, as well as higher prices for oil and commodities that led to rising inflation. However, global economic data remained strong and purchasing managers indices (PMI) continued to expand both in the U.S. and abroad. In the U.S., leading economic indicators, small business lending and consumer confidence all pointed to improvement in the economy and the unemployment rate fell to 8.8%. Central banks in the U.S. and Europe kept interest rates close to or at historical lows.

In the second quarter the sovereign debt crisis in Europe intensified and economic data in the U.S. and China pointed to a slowing economy. The U.S. Federal Reserve said it would maintain record monetary stimulus to support a flagging economic recovery after completing a $600 billion bond-purchase that concluded at the end of June. U.S. housing prices remained weak and unemployment remained higher than the U.S. Federal Reserve anticipated. In Europe, the Greek parliament narrowly approved a €78 billion austerity package of spending cuts, tax rises, and privatizations, and paved the way for the release of a further installment of the €110 billion international credit facility. In emerging markets, China’s PMI data showed that the economy slowed in each of the last three months and a series of increases in the reserve ratio for banks increased concerns about tighter lending conditions.

Q. What were the primary drivers of Fund performance?

A. During the past six months the Fund benefited from strong security selection by its underlying sub-advisers. Positive security selection came from a majority of the sectors and the industrial, consumer discretionary and financial sectors were the greatest contributors to the relative outperformance of the Fund. Such stocks as Pioneer Drilling (energy equipment & services), Tractor Supply (specialty retail) and Molina Healthcare were among the

2

(unaudited)

Fund’s top performing stocks. The Fund was negatively impacted in the first half of the year by the materials sector namely due to Arch Chemicals (specialty chemicals). The Fund was also hurt by its underweight to the telecommunications sector, which was the best performing sector, up 18.2%, during the period.

Q. How was the Fund positioned at the end of the period?

A. Negative headlines have increased risk aversion and volatility during the most recent quarter, but we remain constructive on the prospects for healthy global growth, though it may be at a slower pace than originally anticipated. In our view corporate balance sheets remain in good shape and have been assisted by very low interest rates as the Federal Reserve has kept interest rates close to zero. Commodity prices have eased, which we believe will provide consumers with some much needed breathing room and supply chain issues in Japan have abated, which we believe can help boost growth in the second half of the year. Despite strength in underlying fundamentals, unresolved matters at a macro level such as the outstanding sovereign debt issues in Europe and negotiations in the U.S. around the debt ceiling may keep volatility elevated. As of June 30^th, the Fund’s largest overweight positions were in the consumer staples and industrials sectors, while the largest underweights were in financials and IT.

3

Small-Cap Equity Fund (unaudited)

Understanding Your Fund’s Expenses

As a shareholder of the Fund you incur ongoing costs. Ongoing costs include portfolio management fees, distribution and services fees (for Class 4 shares), professional fees, administrative fees and other Fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors in each share class of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended June 30, 2011.

Actual Expenses

The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the

number given for your class under the heading “Expenses paid during period.”

Hypothetical Example for Comparison Purposes

The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholders reports of other funds.

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transaction costs, such as sales charges or redemption fees, if any. Additionally, the expenses shown do not reflect the fees or charges associated with variable contracts through which shares of the Fund are offered.

January 1, 2011 – June 30, 2011

	Account value at the beginning of the period  ($)		Account value at the end of the period  ($)		Expenses paid during the period ($)*
Actual Fund Return**
Class 1		1,000.00		1,092.30		6.59
Class 4		1,000.00		1,089.59		8.86
Hypothetical 5% Return (2.5% for the period)
Class 1		1,000.00		1,018.33		6.36
Class 4		1,000.00		1,016.18		8.55

* Expenses are equal to the Fund’s annualized expense ratio of 1.27% for Class 1 shares 1.71% for Class 4 shares (for the period January 1, 2011—June 30, 2011), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the six month period)

** Actual Fund Returns for the six month period ended June 30, 2011 were as follows: 9.23% for Class 1 shares, and 8.96% for Class 4 shares. Past performance does not guarantee future results.

4

Small-Cap Equity Fund (unaudited)

Investment Profile

A mutual fund designed for investors who seek long-term growth of capital. The Fund seeks its objective by investing at least 80% of its net assets under normal circumstances in equity securities of small-cap companies, such as common and preferred stocks. The Fund uses a multi-sub-adviser investment strategy that combines growth, value and core investment management styles, which allows the Fund the potential to benefit from both value and growth cycles in the marketplace.

Morningstar Performance Comparison

Based on average annual returns for periods ended June 30, 2011

	Six Months**			One Year			Three Year			Five Year			Ten Year
Number of Funds in peer group:		136			136			129			121			95
Peer group average annual total return:		6.29	%		37.24	%		7.09	%		3.47	%		6.07	%
Morningstar category in peer group: U.S. Insurance Small Blend Funds.

Sector Allocation

as a % of Fair Value of $53,850 (in thousands) on June 30, 2011^(b)(c)

Top Ten Largest Holdings

as of June 30, 2011 (as a % of Fair Value)^(b)(c)

Sensient Technologies Corp.	1.18%
Oil States International Inc.	1.02%
Bio-Reference Laboratories Inc.	0.93%
LKQ Corp.	0.93%
Smithfield Foods Inc.	0.93%
Genesee & Wyoming Inc.	0.88%
John Wiley & Sons Inc.	0.84%
Deckers Outdoor Corp.	0.82%
Darling International Inc.	0.80%
Jarden Corp.	0.79%

Change in Value of a $10,000 Investment

Class 1 Shares

Average Annual Total Return

for the Periods Ended June 30, 2011

Class 1 Shares (Inception date: 4/28/00)

	Six Months**		One Year		Five Year		Ten Year		Ending value of a $10,000 investment(a)
Small-Cap Equity Fund		9.23%		40.67%		4.63%		6.30%	$	18,415
Russell 2000 Index		6.20%		37.41%		4.08%		6.28%	$	18,384

Change in Value of a $10,000 Investment

Class 4 Shares

Average Annual Total Returns

for the Periods Ended June 30, 2011

Class 4 Shares (Inception date: 5/1/08)

	Six Months**		One Year		Three Year		Since Inception		Ending value of a $10,000 investment(a)
Small-Cap Equity Fund		8.96%		40.04%		5.88%		3.99%	$	11,319
Russell 2000 Index		6.20%		37.41%		7.78%		6.16%	$	12,084

(a) Ending Value of a $10,000 investment for the ten-year period or since inception, whichever is less.

(b) The securities information regarding holdings, allocations and other characteristics is presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security.

(c) Fair value basis is inclusive of Short-Term Investment in GE Institutional Money Market Fund.

* Less than 0.01%.

** Total returns for the six month period ended June 30, 2011 are not annualized.

See Notes to Performance on page 1 for further information, including an explanation of Morningstar peer categories.

Past performance does not predict future performance and the graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions on the redemption of Fund shares and does not reflect the fees or charges that would be associated with variable contracts through which shares of the Fund are offered.

5

Small-Cap Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

Small-Cap Equity Fund

	Number of Shares		Fair Value
Common Stock — 93.0% †
Advertising — 0.7%
Arbitron Inc.		9,700	$	400,901
Aerospace & Defense — 1.1%
Esterline Technologies Corp.		1,246		95,194	(a)
Hexcel Corp.		1,000		21,890	(a)
Moog Inc.		1,149		50,004	(a)
Teledyne Technologies Inc.		7,750		390,290	(a)
Triumph Group Inc.		249		24,795
				582,173
Agricultural Products — 0.9%
Darling International Inc.		24,400		431,880	(a)
Fresh Del Monte Produce Inc.		1,579		42,112
				473,992
Air Freight & Logistics — 0.2%
UTi Worldwide Inc.		4,450		87,621
Alternative Carriers — 0.0%*
Vonage Holdings Corp.		4,400		19,404	(a)
Apparel Retail — 1.0%
Aeropostale Inc.		9,350		163,625	(a)
American Eagle Outfitters Inc.		6,100		77,775
ANN Inc.		700		18,270	(a)
Brown Shoe Company Inc.		961		10,235
DSW Inc.		500		25,305	(a)
Express Inc.		900		19,620
Genesco Inc.		1,226		63,875	(a)
The Buckle Inc.		3,200		136,640
The Cato Corp.		800		23,040
				538,385
Apparel, Accessories & Luxury Goods — 1.1%
Columbia Sportswear Co.		5,783		366,642
Maidenform Brands Inc.		6,900		190,854	(a)
Movado Group Inc.		1,142		19,540
				577,036
Application Software — 5.2%
ACI Worldwide Inc.		5,050		170,538	(a)
Actuate Corp.		3,200		18,720	(a)
Blackbaud Inc.		11,760		325,987
Blackboard Inc.		6,300		273,357	(a)
Bottomline Technologies Inc.		8,100		200,151	(a)
Concur Technologies Inc.		3,800		190,266	(a)
Ebix Inc.		4,700		89,535	(a)
Manhattan Associates Inc.		600		20,664	(a)

	Number of Shares		Fair Value
Monotype Imaging Holdings Inc.		1,700	$	24,021	(a)
NICE Systems Ltd. ADR		4,700		170,892	(a)
Parametric Technology Corp.		14,800		339,364	(a)
QLIK Technologies Inc.		1,600		54,496	(a)
Quest Software Inc.		3,109		70,668	(a)
SolarWinds Inc.		11,300		295,382	(a)
Solera Holdings Inc.		1,750		103,530
SS&C Technologies Holdings Inc.		12,990		258,111	(a)
TeleNav Inc.		2,400		42,552	(a)
Ultimate Software Group Inc.		3,000		163,290	(a)
				2,811,524
Asset Management & Custody Banks — 1.0%
Affiliated Managers Group Inc.		3,575		362,684	(a)
Financial Engines Inc.		4,400		114,048	(a)
Janus Capital Group Inc.		2,100		19,824
Pzena Investment Management Inc.		2,800		15,904
				512,460
Auto Parts & Equipment — 0.4%
Dana Holding Corp.		4,289		78,489	(a)
Dorman Products Inc.		258		10,212	(a)
Federal-Mogul Corp.		800		18,264	(a)
Modine Manufacturing Co.		3,242		49,830	(a)
Spartan Motors Inc.		2,139		11,551
Stoneridge Inc.		3,312		48,819	(a)
Tenneco Inc.		500		22,035	(a)
				239,200
Automobile Manufacturers — 0.3%
Thor Industries Inc.		5,480		158,043
Automotive Retail — 0.1%
America’s Car-Mart Inc.		1,843		60,819	(a)
Biotechnology — 1.1%
Alkermes Inc.		1,100		20,460	(a)
Amylin Pharmaceuticals Inc.		1,600		21,376	(a)
Cubist Pharmaceuticals Inc.		3,300		118,767	(a)
Genomic Health Inc.		5,200		145,132	(a)
Myriad Genetics Inc.		8,900		202,119	(a)
Nabi Biopharmaceuticals		3,500		18,830	(a)
PDL BioPharma Inc.		2,220		13,031
Sciclone Pharmaceuticals Inc.		4,800		28,992	(a)
				568,707
Building Products — 0.2%
AAON Inc.		1,515		33,088
Apogee Enterprises Inc.		2,139		27,401
Simpson Manufacturing Company Inc.		800		23,896
Universal Forest Products Inc.		1,905		45,644
				130,029
Casinos & Gaming — 0.0%*
Ameristar Casinos Inc.		1,000		23,710

See Notes to Schedule of Investments and Notes to Financial Statements.

6

Small-Cap Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Coal & Consumable Fuels — 0.6%
James River Coal Co.		14,350	$	298,767	(a)
Commercial Printing — 0.1%
Consolidated Graphics Inc.		406		22,310	(a)
Multi-Color Corp.		1,200		29,628
				51,938
Commodity Chemicals — 0.7%
Koppers Holdings Inc.		9,850		373,611
Communications Equipment — 0.4%
Acme Packet Inc.		250		17,533	(a)
ADTRAN Inc.		500		19,355
Arris Group Inc.		4,387		50,933	(a)
DG FastChannel Inc.		600		19,230	(a)
Netgear Inc.		1,318		57,623	(a)
Plantronics Inc.		550		20,092
Riverbed Technology Inc.		500		19,795
				204,561
Computer & Electronics Retail — 0.0%*
Systemax Inc.		1,920		28,685	(a)
Computer Storage & Peripherals — 0.0%*
QLogic Corp.		1,100		17,512	(a)
Construction & Engineering — 1.8%
Chicago Bridge & Iron Company N.V.		9,670		376,163
Primoris Services Corp.		2,000		25,800
Quanta Services Inc.		9,350		188,870	(a)
URS Corp.		8,700		389,238	(a)
				980,071
Construction & Farm Machinery & Heavy Trucks — 2.3%
AGCO Corp.		7,240		357,366	(a)
Astec Industries Inc.		2,255		83,390	(a)
Cascade Corp.		2,600		123,682
Greenbrier companies Inc.		4,048		79,988	(a)
Sauer-Danfoss Inc.		400		20,156	(a)
The Toro Co.		364		22,022
Trinity Industries Inc.		11,275		393,272
WABCO Holdings Inc.		600		41,436	(a)
Wabtec Corp.		1,500		98,580
				1,219,892
Consumer Electronics — 0.0%*
Harman International Industries Inc.		294		13,398
Consumer Finance — 0.1%
Ezcorp Inc.		950		33,796	(a)
First Cash Financial Services Inc.		650		27,294	(a)
Nelnet Inc.		950		20,957
				82,047

	Number of Shares		Fair Value
Data Processing & Outsourced Services — 2.3%
Broadridge Financial Solutions Inc.		14,675	$	353,227
Cardtronics Inc.		10,300		241,535	(a)
Global Cash Access Holdings Inc.		20,800		66,144	(a)
Jack Henry & Associates Inc.		5,200		156,052
NeuStar Inc.		7,358		192,780	(a)
TeleTech Holdings Inc.		850		17,918	(a)
TNS Inc.		1,697		28,170	(a)
Wright Express Corp.		3,400		177,038	(a)
				1,232,864
Distributors — 0.9%
LKQ Corp.		19,201		500,954	(a)
Diversified Chemicals — 0.1%
LSB Industries Inc.		500		21,460	(a)
Solutia Inc.		800		18,280	(a)
				39,740
Diversified Metals & Mining — 0.5%
Compass Minerals International Inc.		2,490		214,314
Globe Specialty Metals Inc.		900		20,178
Materion Corp.		500		18,485	(a)
				252,977
Diversified REITs — 0.1%
Washington Real Estate Investment Trust		1,378		44,813
Diversified Support Services — 0.8%
Copart Inc.		4,400		205,040	(a)
Healthcare Services Group Inc.		11,550		187,687
Unifirst Corp.		856		48,099
				440,826
Education Services — 1.1%
American Public Education Inc.		3,000		133,530	(a)
Bridgepoint Education Inc.		800		20,000	(a)
Capella Education Co.		2,200		92,070	(a)
K12 Inc.		4,900		162,386	(a)
Lincoln Educational Services Corp.		4,963		85,116
Strayer Education Inc.		900		113,751
				606,853
Electric Utilities — 0.8%
Allete Inc.		1,452		59,590
IDACORP Inc.		7,600		300,200
Westar Energy Inc.		1,950		52,475
				412,265
Electrical Components & Equipment — 1.6%
Acuity Brands Inc.		300		16,734
Belden Inc.		600		20,916
Brady Corp.		10,499		336,598
EnerSys		600		20,652	(a)

See Notes to Schedule of Investments and Notes to Financial Statements.

7

Small-Cap Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Franklin Electric Company Inc.		500	$	23,475
Generac Holdings Inc.		1,192		23,125	(a)
II-VI Inc.		1,480		37,888	(a)
LSI Industries Inc.		2,147		17,047
Preformed Line Products Co.		231		16,443
Regal-Beloit Corp.		917		61,228
Woodward Governor Co.		7,600		264,936
				839,042
Electronic Components — 0.0%*
Vishay Intertechnology Inc.		1,600		24,064
Electronic Equipment & Instruments — 0.9%
Checkpoint Systems Inc.		700		12,516	(a)
Daktronics Inc.		2,059		22,217
Elster Group SE ADR		6,300		103,194	(a)
FARO Technologies Inc.		3,700		162,060	(a)
National Instruments Corp.		3,700		109,853
Rofin-Sinar Technologies Inc.		1,527		52,147	(a)
				461,987
Electronic Manufacturing Services — 0.6%
Measurement Specialties Inc.		4,554		162,578	(a)
Methode Electronics Inc.		4,365		50,678
Multi-Fineline Electronix Inc.		2,763		59,708	(a)
Plexus Corp.		1,129		39,300	(a)
				312,264
Environmental & Facilities Services — 1.0%
ABM Industries Inc.		11,800		275,412
Waste Connections Inc.		8,900		282,397
				557,809
Food Distributors — 0.2%
Nash Finch Co.		575		20,591
Spartan Stores Inc.		3,650		71,285
				91,876
Food Retail — 0.6%
Ruddick Corp.		7,400		322,196
Footwear — 1.3%
Deckers Outdoor Corp.		5,000		440,700
K-Swiss Inc.		1,915		20,356	(a)
Wolverine World Wide Inc.		5,998		250,417
				711,473
Gas Utilities — 0.2%
South Jersey Industries Inc.		1,599		86,842
Healthcare Distributors — 0.7%
Owens & Minor Inc.		11,091		382,529
Healthcare Equipment — 3.2%
Analogic Corp.		300		15,777

	Number of Shares		Fair Value
Arthrocare Corp.		600	$	20,082	(a)
Exactech Inc.		1,011		18,208	(a)
Gen-Probe Inc.		2,500		172,875	(a)
Hill-Rom Holdings Inc.		1,311		60,358
Integra LifeSciences Holdings Corp.		5,500		262,955	(a)
Masimo Corp.		5,400		160,272
Natus Medical Inc.		950		14,393	(a)
NuVasive Inc.		7,685		252,683	(a)
SonoSite Inc.		4,400		154,748	(a)
STERIS Corp.		400		13,992
Teleflex Inc.		3,330		203,330
Thoratec Corp.		6,700		219,894	(a)
Volcano Corp.		2,900		93,641	(a)
Zoll Medical Corp.		671		38,019	(a)
				1,701,227
Healthcare Facilities — 0.4%
National Healthcare Corp.		250		12,393
Sun Healthcare Group Inc.		5,111		40,990	(a)
The Ensign Group Inc.		645		19,602
VCA Antech Inc.		7,400		156,880	(a)
				229,865
Healthcare Services — 2.3%
Bio-Reference Laboratories Inc.		24,000		501,600	(a)
Continucare Corp.		2,811		17,372	(a)
HMS Holdings Corp.		4,000		307,480	(a)
Mednax Inc.		5,400		389,826	(a)
				1,216,278
Healthcare Supplies — 1.0%
Atrion Corp.		50		9,890
Immucor Inc.		4,475		91,379	(a)
Meridian Bioscience Inc.		3,700		89,207
Merit Medical Systems Inc.		3,363		60,433
West Pharmaceutical Services Inc.		7,000		306,320
				557,229
Healthcare Technology — 1.2%
Allscripts Healthcare Solutions Inc.		861		16,721	(a)
athenahealth Inc.		2,200		90,420	(a)
Computer Programs & Systems Inc.		2,900		184,092
MedAssets Inc.		11,800		157,648	(a)
Medidata Solutions Inc.		5,200		124,124	(a)
Quality Systems Inc.		700		61,110
				634,115
Home Furnishing Retail — 0.6%
Aaron’s Inc.		10,137		286,472
Pier 1 Imports Inc.		2,142		24,783	(a)
				311,255
Home Furnishings — 0.0%*
Hooker Furniture Corp.		295		2,614
Household Products — 0.2%
WD-40 Co.		3,000		117,120

See Notes to Schedule of Investments and Notes to Financial Statements.

8

Small-Cap Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Housewares & Specialties — 1.2%
Jarden Corp.		12,350	$	426,198
Tupperware Brands Corp.		3,000		202,350
				628,548
Human Resource & Employment Services — 0.1%
GP Strategies Corp.		1,600		21,856	(a)
Korn International		900		19,791	(a)
				41,647
Hypermarkets & Super Centers — 0.0%*
Pricesmart Inc.		500		25,615
Industrial Conglomerates — 0.2%
Raven Industries Inc.		1,600		89,136
Industrial Machinery — 4.8%
Actuant Corp.		2,600		69,758
Briggs & Stratton Corp.		1,289		25,600
CIRCOR International Inc.		1,300		55,679
CLARCOR Inc.		7,400		349,872
Columbus McKinnon Corp.		2,073		37,231	(a)
EnPro Industries Inc.		1,500		72,105	(a)
Flowserve Corp.		2,150		236,264
Harsco Corp.		3,650		118,990
IDEX Corp.		5,900		270,515
Kaydon Corp.		400		14,928
Lincoln Electric Holdings Inc.		1,324		47,465
Middleby Corp.		3,850		362,054	(a)
Mueller Industries Inc.		3,250		123,207
Nordson Corp.		5,350		293,447
Robbins & Myers Inc.		2,200		116,270
Timken Co.		5,050		254,520
Trimas Corp.		4,400		108,900	(a)
Valmont Industries Inc.		459		44,243
				2,601,048
Industrial REITs — 0.2%
DuPont Fabros Technology Inc.		2,184		55,037
First Potomac Realty Trust		2,819		43,159
				98,196
Insurance Brokers — 0.6%
Arthur J Gallagher & Co.		4,400		125,576
Brown & Brown Inc.		7,400		189,884
				315,460
Internet Software & Services — 1.0%
comScore Inc.		7,400		191,660	(a)
Constant Contact Inc.		5,900		149,742	(a)
Dice Holdings Inc.		1,500		20,280	(a)
Infospace Inc.		2,500		22,800	(a)
Liquidity Services Inc.		1,000		23,610	(a)
LogMeIn Inc.		2,400		92,568	(a)
Monster Worldwide Inc.		1,200		17,592	(a)

	Number of Shares		Fair Value
ValueClick Inc.		1,200	$	19,920	(a)
				538,172
Investment Banking & Brokerage — 1.0%
BGC Partners Inc.		3,439		26,583
GFI Group Inc.		21,000		96,390
Piper Jaffray companies		1,424		41,025	(a)
Raymond James Financial Inc.		10,100		324,715
Stifel Financial Corp.		925		33,171	(a)
				521,884
IT Consulting & Other Services — 0.0%*
Unisys Corp.		500		12,850	(a)
Leisure Products — 0.7%
Brunswick Corp.		1,046		21,338
Polaris Industries Inc.		3,375		375,199
				396,537
Life & Health Insurance — 0.1%
American Equity Investment Life Holding Co.		2,175		27,644
Delphi Financial Group Inc.		1,219		35,607
				63,251
Life Sciences Tools & Services — 2.2%
Bio-Rad Laboratories Inc.		1,900		226,784	(a)
Bruker Corp.		20,135		409,949	(a)
ICON PLC ADR		9,100		214,396	(a)
Luminex Corp.		7,628		159,425	(a)
Techne Corp.		2,000		166,740
				1,177,294
Managed Healthcare — 1.5%
AMERIGROUP Corp.		550		38,758	(a)
Centene Corp.		10,425		370,400	(a)
Metropolitan Health Networks Inc.		2,886		13,824	(a)
Molina Healthcare Inc.		13,761		373,198
				796,180
Metal & Glass Containers — 1.1%
AEP Industries Inc.		1,139		33,247	(a)
Aptargroup Inc.		5,900		308,806
Myers Industries Inc.		2,243		23,058
Silgan Holdings Inc.		5,100		208,947
				574,058
Multi-Line Insurance — 0.8%
HCC Insurance Holdings Inc.		12,900		406,350
Horace Mann Educators Corp.		2,004		31,282
				437,632
Multi-Sector Holdings — 0.0%*
Compass Diversified Holdings		1,083		17,859

See Notes to Schedule of Investments and Notes to Financial Statements.

9

Small-Cap Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Multi-Utilities — 0.9%
Avista Corp.		2,754	$	70,750
Black Hills Corp.		1,411		42,457
OGE Energy Corp.		7,675		386,206
				499,413
Office Electronics — 0.4%
Zebra Technologies Corp.		4,900		206,633	(a)
Office REITs — 1.6%
BioMed Realty Trust Inc.		18,663		359,076
Coresite Realty Corp.		6,050		99,220
Digital Realty Trust Inc.		6,050		373,769
Lexington Realty Trust		3,038		27,737
				859,802
Office Services & Supplies — 0.3%
Herman Miller Inc.		2,800		76,216
Kimball International Inc.		1,617		10,397
Knoll Inc.		1,458		29,262
Steelcase Inc.		1,800		20,502
				136,377
Oil & Gas Drilling — 0.4%
Pioneer Drilling Co.		14,200		216,408	(a)
Oil & Gas Equipment & Services — 2.1%
Dawson Geophysical Co.		1,709		58,362	(a)
Dril-Quip Inc.		1,100		74,613	(a)
Hornbeck Offshore Services Inc.		618		16,995	(a)
Oil States International Inc.		6,850		547,383	(a)
RPC Inc.		600		14,724
Superior Energy Services Inc.		7,400		274,836	(a)
Tetra Technologies Inc.		11,700		148,941	(a)
				1,135,854
Oil & Gas Exploration & Production — 3.3%
Bill Barrett Corp.		1,094		50,707	(a)
Brigham Exploration Co.		4,650		139,175	(a)
Carrizo Oil & Gas Inc.		803		33,525	(a)
Clayton Williams Energy Inc.		200		12,010	(a)
Contango Oil & Gas Co.		300		17,532
Energy XXI Bermuda Ltd.		700		23,254	(a)
GMX Resources Inc.		5,491		24,435	(a)
Gulfport Energy Corp.		5,400		160,326	(a)
HollyFrontier Corp.		400		27,760
Kodiak Oil & Gas Corp.		2,460		14,194	(a)
Northern Oil and Gas Inc.		7,400		163,910	(a)
Oasis Petroleum Inc.		5,500		163,240	(a)
Petroleum Development Corp.		394		11,785	(a)
Petroquest Energy Inc.		2,700		18,954	(a)
Resolute Energy Corp.		8,800		142,208	(a)
Rosetta Resources Inc.		3,500		180,390	(a)
SandRidge Energy Inc.		14,900		158,834	(a)
SM Energy Co.		5,350		393,118
Stone Energy Corp.		900		27,351	(a)

	Number of Shares		Fair Value
Venoco Inc.		800	$	10,192	(a)
W&T Offshore Inc.		800		20,896
				1,793,796
Oil & Gas Refining & Marketing — 0.1%
Western Refining Inc.		1,849		33,411	(a)
Packaged Foods & Meats — 3.6%
Flowers Foods Inc.		15,450		340,518
Lancaster Colony Corp.		5,100		310,182
Sanderson Farms Inc.		5,535		264,462
Smart Balance Inc.		11,800		61,124	(a)
Smithfield Foods Inc.		22,925		501,370	(a)
Snyders-Lance Inc.		11,100		240,093
TreeHouse Foods Inc.		4,400		240,284	(a)
				1,958,033
Paper Packaging — 0.7%
Packaging Corporation of America		14,050		393,259
Paper Products — 0.1%
Buckeye Technologies Inc.		1,102		29,732
Clearwater Paper Corp.		200		13,656	(a)
Neenah Paper Inc.		953		20,280
				63,668
Personal Products — 0.0%*
Revlon Inc.		900		15,120
Pharmaceuticals — 0.3%
Akorn Inc.		3,725		26,075	(a)
Hi-Tech Pharmacal Company Inc.		1,943		56,211	(a)
Obagi Medical Products Inc.		1,700		16,031	(a)
Par Pharmaceutical Companies Inc.		1,461		48,184	(a)
Salix Pharmaceuticals Ltd.		500		19,915	(a)
The Medicines Co.		1,150		18,986	(a)
				185,402
Precious Metals & Minerals — 0.1%
Coeur d’Alene Mines Corp.		800		19,408	(a)
Stillwater Mining Co.		1,000		22,010	(a)
				41,418
Property & Casualty Insurance — 1.8%
Allied World Assurance Company Holdings Ltd.		5,500		316,690
American Safety Insurance Holdings Ltd.		2,094		40,079	(a)
Amtrust Financial Services Inc.		1,900		43,282
Argo Group International Holdings Ltd.		3,718		110,499
Aspen Insurance Holdings Ltd.		8,000		205,840
The Navigators Group Inc.		4,400		206,800	(a)
Tower Group Inc.		1,761		41,947
				965,137

See Notes to Schedule of Investments and Notes to Financial Statements.

10

Small-Cap Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Publishing — 1.3%
John Wiley & Sons Inc.		8,700	$	452,487
Meredith Corp.		600		18,678
Morningstar Inc.		3,700		224,886
				696,051
Rail Roads — 0.9%
Genesee & Wyoming Inc.		8,100		474,984	(a)
Regional Banks — 3.9%
BancorpSouth Inc.		1,839		22,822
Bank of the Ozarks Inc.		990		51,539
Banner Corp.		1,105		19,337
Camden National Corp.		507		16,635
Cardinal Financial Corp.		1,280		14,016
CoBiz Financial Inc.		1,801		11,779
Cullen Frost Bankers Inc.		4,140		235,359
East West Bancorp Inc.		2,870		58,003
First Horizon National Corp.		2,593		24,737
Fulton Financial Corp.		7,400		79,254
Glacier Bancorp Inc.		911		12,280
Great Southern Bancorp Inc.		1,069		20,258
Hancock Holding Co.		900		27,882
Home Bancshares Inc.		822		19,432
Iberiabank Corp.		1,068		61,560
Independent Bank Corp.		3,700		97,125
Lakeland Financial Corp.		1,095		24,375
National Penn Bancshares Inc.		1,957		15,519
Old National Bancorp		1,873		20,228
PacWest BanCorp.		1,981		40,749
Prosperity Bancshares Inc.		6,668		292,192
Sandy Spring Bancorp Inc.		1,124		20,221
Southwest Bancorp Inc.		2,519		24,661
Susquehanna Bancshares Inc.		4,121		32,968
SVB Financial Group		4,700		280,637	(a)
UMB Financial Corp.		8,000		335,040
Umpqua Holdings Corp.		3,996		46,234
Westamerica Bancorp.		2,900		142,825
Wintrust Financial Corp.		906		29,155
				2,076,822
Reinsurance — 0.1%
Maiden Holdings Ltd.		3,233		29,420
Research & Consulting Services — 0.4%
CoStar Group Inc.		2,400		142,272	(a)
ICF International Inc.		895		22,715	(a)
Resources Connection Inc.		3,800		45,752
The Corporate Executive Board Co.		500		21,825
				232,564
Residential REITs — 0.1%
Equity Lifestyle Properties Inc.		300		18,732
Mid-America Apartment Communities Inc.		701		47,296
				66,028

	Number of Shares		Fair Value
Restaurants — 1.0%
Buffalo Wild Wings Inc.		300	$	19,893	(a)
Cracker Barrel Old Country Store Inc.		7,950		392,014
Domino’s Pizza Inc.		850		21,454	(a)
Einstein Noah Restaurant Group Inc.		1,050		15,718
The Wendy’s Co.		15,000		76,050
				525,129
Retail REITs — 0.0%*
Ramco-Gershenson Properties Trust		1,117		13,828
Security & Alarm Services — 0.4%
The Brink’s Co.		7,325		218,505
Semiconductor Equipment — 0.5%
MKS Instruments Inc.		834		22,034
Rudolph Technologies Inc.		21,900		234,549	(a)
				256,583
Semiconductors — 1.7%
Alpha & Omega Semiconductor Ltd.		1,600		21,200	(a)
Diodes Inc.		2,010		52,461	(a)
Fairchild Semiconductor International Inc.		3,551		59,337	(a)
Hittite Microwave Corp.		1,000		61,910	(a)
Integrated Device Technology Inc.		4,957		38,962	(a)
Intersil Corp.		1,800		23,130
IXYS Corp.		1,359		20,358	(a)
Lattice Semiconductor Corp.		3,109		20,271	(a)
Microsemi Corp.		14,650		300,325	(a)
Pericom Semiconductor Corp.		2,061		18,425	(a)
RF Micro Devices Inc.		5,785		35,404	(a)
Semtech Corp.		7,900		215,986	(a)
Standard Microsystems Corp.		2,258		60,943	(a)
				928,712
Soft Drinks — 0.1%
Coca-Cola Bottling Company Consolidated		300		20,298
National Beverage Corp.		1,000		14,650
				34,948
Specialized Consumer Services — 0.2%
Matthews International Corp.		2,800		112,420
Specialized Finance — 0.1%
Interactive Brokers Group Inc.		1,200		18,780
NewStar Financial Inc.		4,116		43,959	(a)
				62,739
Specialized REITs — 1.4%
DiamondRock Hospitality Co.		3,618		38,821
Healthcare Realty Trust Inc.		11,800		243,434
Hersha Hospitality Trust		5,873		32,713
National Health Investors Inc.		667		29,635

See Notes to Schedule of Investments and Notes to Financial Statements.

11

Small-Cap Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Omega Healthcare Investors Inc.		13,300	$	279,433
Sabra Healthcare REIT Inc.		4,216		70,449
Summit Hotel Properties Inc.		3,538		40,156
				734,641
Specialty Chemicals — 2.2%
Arch Chemicals Inc.		10,825		372,813
Ferro Corp.		1,200		16,128	(a)
HB Fuller Co.		2,728		66,618
Minerals Technologies Inc.		300		19,887
Rockwood Holdings Inc.		400		22,116	(a)
Sensient Technologies Corp.		17,119		634,601
Stepan Co.		589		41,760
				1,173,923
Specialty Stores — 0.8%
Cabela’s Inc.		1,296		35,186	(a)
Tractor Supply Co.		5,700		381,216
				416,402
Steel — 0.7%
Carpenter Technology Corp.		1,547		89,231
Commercial Metals Co.		17,780		255,143
Schnitzer Steel Industries Inc.		572		32,947
				377,321
Systems Software — 1.2%
Fortinet Inc.		1,000		27,290
MICROS Systems Inc.		8,150		405,137	(a)
Progress Software Corp.		8,446		203,802
				636,229
Technology Distributors — 0.3%
Anixter International Inc.		300		19,602
Insight Enterprises Inc.		1,050		18,595	(a)
Scansource Inc.		1,309		49,061	(a)
Tech Data Corp.		1,192		58,277	(a)
				145,535
Thrifts & Mortgage Finance — 0.3%
BankUnited Inc.		1,504		39,916
Northwest Bancshares Inc.		3,733		46,961
Washington Federal Inc.		3,521		57,850
				144,727
Tires & Rubber — 0.1%
Cooper Tire & Rubber Co.		3,711		73,441
Trading Companies & Distributors — 0.9%
Applied Industrial Technologies Inc.		9,300		331,173
DXP Enterprises Inc.		691		17,517	(a)
RSC Holdings Inc.		8,350		99,866	(a)
TAL International Group Inc.		600		20,718
Watsco Inc.		300		20,397
				489,671

	Number of Shares		Fair Value
Trucking — 1.3%
Knight Transportation Inc.		1,100	$	18,689
Landstar System Inc.		5,200		241,696
Marten Transport Ltd.		2,090		45,144
Old Dominion Freight Line Inc.		10,750		400,975
Werner Enterprises Inc.		800		20,040
				726,544
Wireless Telecommunication Services — 0.0%*
NTELOS Holdings Corp.		1,000		20,420
Total Common Stock (Cost $40,901,624)				50,052,248
Other Investments — 0.0%*
GEI Investment Fund (Cost $10)				10		(c)
Total Investments in Securities (Cost $40,901,634)				50,052,258
Short-Term Investments — 7.0%
GE Institutional Money Market Fund Investment Class 0.11% (Cost $3,797,683)				3,797,683		(b,c)
Total Investments (Cost $44,699,317)				53,849,941
Liabilities in Excess of Other Assets, net — (0.0)%*				(21,661	)
NET ASSETS — 100.0%			$	53,828,280
Other Information

The Fund had the following long futures contracts open at June 30, 2011 (unaudited):

Description	Expiration date		Number of Contracts		Current Notional Value		Unrealized Appreciation
Russell 2000 Mini Index Futures		September 2011		22	$	1,815,880	$	100,254

See Notes to Schedule of Investments and Notes to Financial Statements.

12

Notes to Schedule of Investments June 30, 2011 (unaudited)

The views expressed in this document reflect our judgment as of the publication date and are subject to change at any time without notice. The securities information regarding holdings, allocations and other characteristics are presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security. See the Fund’s summary prospectus and statutory prospectus for complete descriptions of investment objectives, policies, risks and permissible investments.

(a) Non-income producing security.

(b) Coupon amount represents effective yield.

(c) GE Asset Management, the investment adviser of the Fund, also serves as investment adviser of the GEI Investment Fund and the GE Institutional Money Market Fund.

* Less than 0.05%.

† Percentages are based on net assets as of June 30, 2011 .

Abbreviations:

ADR	American Depository Receipt
REIT	Real Estate Investment Trust

13

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated

	CLASS 1																CLASS 4
	6/30/11†			12/31/10			12/31/09			12/31/08(c)			12/31/07		12/31/06		6/30/11†			12/31/10			12/31/09			12/31/08(c)
Inception date		—			—			—			—			—		4/28/00		—			—			—			5/1/08
Net asset value, beginning of period	$	12.46		$	9.79		$	7.48		$	12.17		$	14.39	$	14.44		$  12.39			$  9.76			$7.49			$12.06
Income/(loss) from investment operations:
Net investment income		(0.02)			0.02	**		0.04			0.09			0.06		0.05		(0.04)			(0.02	)**		(0.05)			0.02	**
Net realized and unrealized gains/(losses) on investments		1.17			2.67			2.27			(4.67)			0.31		1.87		1.15			2.65			2.32			(4.51)
Total income/(loss) from investment operations		1.15			2.69			2.31			(4.58)			0.37		1.92		1.11			2.63			2.27			(4.49)
Less distributions from:
Net investment income		—			0.02			—			0.05			0.06		0.04		—			—			—			0.02
Net realized gains		—			—			—			0.06			2.53		1.93		—			—			—			0.06
Total distributions		—			0.02			—			0.11			2.59		1.97		—			—			—			0.08
Net asset value, end of period		13.61		$	12.46		$	9.79		$	7.48		$	12.17	$	14.39		13.50			$12.39			$9.76			$  7.49
TOTAL RETURN (a)		9.23%			27.47%			30.88%			(37.59)%			2.39%		13.27%		8.96%			26.95%			30.31%			(37.20)%
RATIOS/ SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)	$	53,817		$	55,527		$	54,114		$	50,210		$	104,010	$	127,381		$11			$10			$8			$6
Ratios to average net assets:
Net investment income (loss)		(0.26)%	*		0.18%			(0.04)%			0.46%			0.31%		0.31%		(0.69)%	*		(0.23)%			(0.51)%			(0.01)%	*
Net Expenses		1.27%	(b)*		1.12%	(b)		1.52%	(b)		0.94%	(b)		0.87%		0.86%		1.71%	(b)*		1.54%	(b)		1.97%	(b)		1.39%	(b)*
Gross Expenses		1.27%	*		1.13%			1.52%			0.94%			0.87%		0.86%		1.71%	*		1.55%			1.97%			1.39%
Portfolio turnover rate		25%			47%			40%			85%			25%		52%		25%			47%			40%			85%

Notes to Financial Highlights

(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions and do not include the effect of insurance contract charges. Past performance does not guarantee future results.

(b) Reflects GE Asset Management’s waiver of a portion of the Fund’s management fee in an amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Money Market Fund and/or GE Institutional Money Market Fund. Excluding waiver, the expense ratios would be unchanged.

(c) Less than $0.01 per share of the distribution paid was from Return of Capital.

* Annualized for periods less than one year.

** Per share values have been calculated using the average share method.

† Unaudited

The accompanying Notes are an integral part of these financial statements.

14

Statement of Assets and Liabilities June 30, 2011 (unaudited)
ASSETS
Investments in securities, at Fair Value (cost $40,901,624)	$	50,052,248
Investments in affiliated securities, at Fair Value (cost $10)		10
Short-Term affiliated investments (at amortized cost)		3,797,683
Restricted cash		105,000
Receivable for investments sold		89,495
Income receivables		36,666
Receivable for fund shares sold		1,894
Variation margin receivable		14,300
Total Assets		54,097,296
LIABILITIES
Payable for investments purchased		140,389
Payable for fund shares redeemed		59,045
Payable to GEAM		14,661
Accrued other expenses		54,921
Total Liabilities		269,016
NET ASSETS	$	53,828,280
NET ASSETS CONSIST OF:
Capital paid in		47,880,174
Undistributed (distribution in excess of) net investment income		(65,367	)
Accumulated net realized (loss)		(3,278,057	)
Net unrealized appreciation/(depreciation) on:
Investments		9,191,276
Futures		100,254
NET ASSETS	$	53,828,280
Class 1
NET ASSETS		53,816,964
Shares outstanding ($.001 par value; unlimited shares authorized)		3,955,393
Net asset value per share	$	13.61
Class 4
NET ASSETS		11,316
Shares outstanding ($.001 par value; unlimited shares authorized)		838
Net asset value per share	$	13.50

The accompanying notes are an integral part of these financial statements.

15

Statement of Operations For the six months ended June 30, 2011 (unaudited)
INVESTMENT INCOME
Income:
Dividend	$	267,392
Interest		14,858
Interest from affiliated investments		1,721
Less: Foreign taxes withheld		(287	)
Total Income		283,684
Expenses
Advisory and administration fees		265,760
Distribution fees
Class 4		25
Transfer agent fees		10,136
Director’s fees		724
Custody and accounting expenses		57,558
Professional fees		9,774
Other expenses		14,347
Total expenses before waiver and reimbursement		358,324
Less: Expenses waived or borne by the adviser		(2,323	)
Net expenses		356,001
Net investment (loss)		(72,317	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on:
Investments		5,263,109
Futures		57,470
Increase (decrease) in unrealized appreciation/(depreciation) on:
Investments		(419,715	)
Futures		109,594
Net realized and unrealized gain on investments		5,010,458
Net increase in net assets resulting from operations	$	4,938,141

The accompanying Notes are an integral part of these financial statements.

16

Statement of Changes in Net Assets
	Six months ended June 30, 2011*			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investments income (loss)	$	(72,317	)	$	91,523
Net realized gain on investments and futures		5,320,579			3,592,614
Net increase (decrease) in unrealized appreciation / (depreciation) on investments and futures		(310,121	)		8,828,984
Net increase from operations		4,938,141			12,513,121
Distributions to shareholders from :
Net investment income
Class 1		—			(86,511	)
Class 4		—			—
Total distributions		—			(86,511	)
Increase in net assets from operations and distributions		4,938,141			12,426,610
Share transactions :
Proceeds from sale of shares
Class 1		811,692			1,611,974
Class 4		—			—
Value of distributions reinvested
Class 1		—			86,511
Class 4		—			—
Cost of shares redeemed
Class 1		(7,458,994	)		(12,710,116	)
Class 4		—			—
Net (decrease) from share transactions		(6,647,302	)		(11,011,631	)
Total increase (decrease) in net assets		(1,709,161	)		1,414,979
NET ASSETS
Beginning of period		55,537,441			54,122,462
End of period	$	53,828,280		$	55,537,441
Undistributed (distribution in excess of) net investment income, end of period	$	(65,367	)	$	6,950
CHANGES IN FUND SHARES
Class 1
Shares sold		63,002			134,720
Issued for distributions reinvested		—			6,893
Shares redeemed		(562,962	)		(1,211,910	)
Net (decrease) in fund shares		(499,960	)		(1,070,297	)
Class 4
Shares sold		—			—
Issued for distributions reinvested		—			—
Shares redeemed		—			—
Net Increase (Decrease) in Fund Shares		—			—

* Unaudited

The accompanying Notes are an integral part of these financial statements.

17

Notes to Financial Statements June 30, 2011 (unaudited)

1. Organization of the Company

GE Investments Funds, Inc. (the “Company”) was incorporated under the laws of the Commonwealth of Virginia on May 14, 1984 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Company is composed of fourteen investment portfolios (collectively the “Funds”), although only the following eleven are currently being offered: U.S. Equity Fund, S&P 500 Index Fund, Premier Growth Equity Fund, Core Value Equity Fund, Mid-Cap Equity Fund, Small-Cap Equity Fund (the “Fund”), International Equity Fund, Total Return Fund, Income Fund, Money Market Fund and Real Estate Securities Fund.

Shares of the Funds of the Company are offered only to insurance company separate accounts that fund certain variable life insurance contracts and variable annuity contracts. GE Asset Management Incorporated (“GEAM”) is the investment adviser and administrator of each of the Funds.

The Company offers two share classes (Class 1 and Class 4) of the Fund. Class 4 shares were first offered on May 1, 2008, and Fund shares outstanding prior to May 1, 2008 were designated as Class 1 shares. Each share class has different fees and expenses, and as a result, each share class will have different share price and performance. Not all variable contracts offer both share classes of the Fund.

2. Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates.

Subsequent events after the balance sheet date through the date the financial statements were issued, have been evaluated in the preparation of the financial statements. There are no items to report.

The following summarizes the significant accounting policies of the Company:

Securities Valuation and Transactions. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Securities transactions are accounted for as of the trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost for both financial statement and federal tax purposes.

The Fund’s income, expenses (other than distribution fees) and realized and unrealized gains and losses are allocated proportionally each day among the share classes based upon the relative net assets of each class.

Derivatives

The Fund is subject to equity price risk in the normal course of pursuing its investment objective. The Fund may enter into derivative transactions to gain market exposure for residual and accumulating cash positions.

Futures Contracts A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. The Fund invests in stock index futures contracts subject to certain limitations to manage its exposure to the stock markets. Buying futures tends to increase a Fund’s exposure to the underlying instrument while selling futures tends to decrease a Fund’s exposure to the underlying instrument or to hedge other Fund investments. The Fund will not enter into a transaction involving futures for speculative purposes. With futures contracts, there is minimal counterparty credit risk to the Fund since futures contracts are exchange traded and the exchange’s clearinghouse, as counterparty to all traded futures, guarantees the futures against default. The Fund’s risks in using these contracts include changes in the value of the underlying instruments, non- performance of the counterparties under the contracts’ terms and changes in the liquidity of the secondary market for the contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they principally trade.

Upon entering into a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount, known as initial margin deposit. Subsequent payments, known as variation margin, are made or received by the Fund each day, depending on the daily fluctuation in the fair value of the underlying security. The Fund records an unrealized gain or loss equal to the daily variation margin. Should market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may incur a loss. The Fund recognizes a realized gain or loss upon the expiration or closing of a futures contract.

18

Notes to Financial Statements June 30, 2011 (unaudited)

Investment Income Corporate actions (including cash dividends) are recorded on the ex-dividend date, net of applicable withholding taxes, except for certain foreign corporate actions which are recorded as soon after ex-dividend date as such information becomes available. Interest income is recorded on the accrual basis.

Expenses Fund specific expenses are allocated to the Fund that incurs such expenses. Such expenses may include custodial fees, legal and accounting fees, printing costs and registration fees. Expenses that are not fund specific are allocated pro rata across the Funds. Certain class specific expenses (such as distribution fees) are allocated to the class that incurs such expense. Expenses of the Fund are generally paid directly by the Fund however, expenses may be paid by GEAM and reimbursed by the fund.

Federal Income Taxes The Fund intends to comply with all sections of the Internal Revenue Code applicable to regulated investment companies including the distribution of substantially all of its taxable net investment income and net realized capital gains to its shareholders. Therefore, no provision for federal income tax has been made. The Fund is treated as a separate taxpayer for federal income tax purposes.

3. Securities Valuation

The Fund utilizes various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a framework for measuring fair value and providing related disclosures. Broadly, the framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. It also establishes a three-level valuation hierarchy based upon observable and non-observable inputs.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical investments in active markets.

Level 2 — Quoted prices for similar investments in active markets; quoted prices for identical or similar investments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable.

Policies and procedures are maintained to value investments using the best and most relevant data available. In addition, pricing vendors are utilized to assist in valuing investments. GEAM performs periodic reviews of the methodologies used by independent pricing services including price validation of individual securities.

Fair Value Measurement The following section describes the valuation methodologies the Fund uses to measure different financial investments at fair value.

The Fund’s portfolio securities are valued generally on the basis of market quotations. Equity securities generally are valued at the last reported sale, price on the primary market in which they are traded. Portfolio securities listed on NASDAQ are valued using the NASDAQ Official Closing Price. Level 1 securities primarily include publicly-traded equity securities which may not necessarily represent the last sale price. If no sales occurred on the exchange or NASDAQ that day, the portfolio security generally is valued using the last reported bid price. In those circumstances the Fund classifies the investment securities in Level 2.

The Fund uses the net asset value per unit for the collective Fund. The Fund classifies the investment security in Level 2.

Other financial investments are derivative instruments that are not reflected in Total Investments, such as exchange traded futures. Futures are valued at the last sale price on the primary market they are traded and are typically included in level 1.

If prices are not readily available for a portfolio security, or if it is believed that a price for a portfolio security does not represent its fair value, the security may be valued using procedures approved by the Funds Board of Directors that are designed to establish its “fair” value. These securities would generally be classified in Level 3. Those procedures require that the fair value of a security be established by the fair valuation committee. The fair valuation committee follows different protocols for different types of investments and circumstances. The fair value procedures may be used to value any investment of the Fund in the appropriate circumstances.

19

Notes to Financial Statements June 30, 2011 (unaudited)

The following table presents the Fund’s investments measured at fair value on a recurring basis at June 30, 2011.

Investments		Level 1		Level 2		Level 3		Total
Investments in Securities†
Common Stock	$	50,052,248	$	—	$	—	$	50,052,248
Other Investments		—		10		—		10
Short-Term Investments		3,797,683		—		—		3,797,683
Total Investments in Securities	$	53,849,931	$	10	$	—	$	53,849,941
Other Financial Instruments*
Futures Contracts — Unrealized Appreciation	$	100,254	$	—	$	—	$	100,254
There were no significant transfers between the fair value levels. Transfers between fair value levels are considered to occur at the beginning of the period. †  See Schedule of Investments for Industry Classification. *  Other financial instruments include derivative instruments such as futures contracts. Amounts shown represent unrealized appreciation (depreciation) at period end.

4. Derivatives Transactions

Shown below are the derivative contracts entered into by the Fund, summarized by primary risk exposure as they appear on the Statement of Assets and Liabilities, all of which are not accounted for as hedging instruments under FASB Accounting Standards Codification (“ASC”) No. 815 Derivatives and Hedging as of June 30, 2011.

	Asset Derivatives June 30, 2011				Liability Derivatives June 30, 2011
Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Assets and Liabilities	Fair Value ($)			Location in the Statements of Assets and Liabilities	Fair Value ($)
Equity Contracts	Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		100,254	*	Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		—

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments and Net Assets section of the Statement of Assets and Liabilities. Only the current day's variation margin is reported within the Assets or Liabilities sections of the Statement of Assets and Liabilities.

Shown below are the effects of derivative instruments on the Fund’s Statements of Operations, summarized by primary risk exposure all of which are not accounted for as hedging instruments under ASC 815.

Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Operations	Total Notional Amount of Futures Contracts Purchased/(Sold) ($)		Realized Gain or (Loss) on Derivatives Recognized in Income ($)		Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized in Income ($)
Equity Contracts	Realized gain/(loss) on Futures, Increase/(decrease) in unrealized appreciation/ (depreciation) on Futures		7,227,578/(6,752,211)		57,470		109,594

20

Notes to Financial Statements June 30, 2011 (unaudited)

5. Line of Credit

The Company shares a revolving credit facility of up to $150 million with a number of its affiliates. The credit facility is with its custodian bank, State Street Bank and Trust Company (“State Street”). The revolving credit facility requires the payment of a commitment fee equal to 0.125% per annum on the daily unused portion of the credit facility, payable quarterly. The portion borne by the Funds generally is borne proportionally based upon net assets. In addition, the Company has a $100 million uncommitted, unsecured line of credit with State Street. Generally, borrowings under the credit facilities would accrue interest at the Federal Funds Rate plus 50 basis points and would be borne by the borrowing Fund. The maximum amount allowed to be borrowed by any one Fund is the lesser of (i) 33.33% of its total assets or (ii) 20% of its net assets. The credit facilities were not utilized by the Fund during the six month period ended June 30, 2011.

6. Fees and Compensation Paid to Affiliates

GEAM, a registered investment adviser, was retained by the Company’s Board of Directors effective March 16, 2000 to act as investment adviser and administrator of the Fund. GEAM’s compensation for investment advisory and administrative services is paid monthly based on the average daily net assets of the Fund at an annualized rate of 0.95%.

GEAM has a contractual agreement with the Fund to waive a portion of the Fund’s management fee in the amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Institutional Money Market Fund.

Distribution and Service (12b-1) Fees The Company has adopted a Distribution and Service (12b-1) Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act with respect to Class 4 shares of the Fund. Under the Plan, the Fund may compensate GE Investment Distributors, Inc. (“GEID”), a wholly-owned subsidiary of GEAM and the Fund’s principal distributor, for certain sales services provided by GEID or other broker dealers and investor services provided by GEID or other service providers relating to the Fund’s Class 4 shares, including services to owners or prospective owners of variable contracts issued by insurance companies that offer such share class as an investment option. The amount of compensation paid under the Plan by the Fund’s Class 4 shares may not exceed 0.45% of the average daily net assets of the Fund attributable to such share class. The Plan continues in effect from year to year for so long as such continuance is approved annually by the Board of Directors, including by those directors who are not

interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to it.

Directors’ Compensation The Fund pays no compensation to its directors who are officers or employees of GEAM or its affiliates. Directors who are not such officers or employees also serve in a similar capacity for other funds advised by GEAM. Compensation paid to unaffiliated directors are reflected on the Statement of Operations. These fees are allocated pro rata across all of the mutual fund platforms and share classes served by the directors, including the Fund, and are based upon the relative net assets of each fund within such platforms.

7. Sub-advisory Fees

Pursuant to investment sub-advisory agreements with GEAM, the assets of the Small-Cap Equity Fund are allocated to and managed by each of the following sub-advisers: (i) Palisade Capital Management, L.L.C.; (ii) Champlain Investment Partners, LLC; (iii) GlobeFlex Capital, LP; (iv) Kennedy Capital Management, Inc. and (v) SouthernSun Asset Management, LLC. GEAM is responsible for allocating the Fund’s assets among the sub-advisers in its discretion (Allocated Assets), and for managing the Fund’s cash position, while each sub-adviser is responsible for the day-to-day management of their portion of the Allocated Assets, under the general supervision and oversight of GEAM and the Board.

For their services, GEAM pays each sub-adviser an investment sub-advisory fee, which is calculated as a percentage of the average daily net assets of the respective Allocated Assets that it manages.

8. Investment Transactions

Purchases and Sales of Securities The cost of purchases and the proceeds from sales of investments, other than short-term securities and options, for the period ended June 30, 2011 were as follows:

Non-U.S. Government Securities
Purchases	Sales
$ 13,600,401	$ 20,568,728

9. Income Taxes

The Fund is subject to ASC 740, Income Taxes. ASC 740 provides guidance for financial accounting and reporting for the effects of income taxes that result from an entity’s

21

Notes to Financial Statements June 30, 2011 (unaudited)

activities during the year. ASC 740 also provides guidance regarding how certain uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires evaluation of tax positions taken or expected to be taken in the course of preparing the Funds’ tax returns to determine whether the

tax positions are “more likely than not” of being sustained by the applicable tax authority. There are no adjustments to the Fund’s net assets required under ASC 740. The Fund’s 2007, 2008, 2009 and 2010 fiscal years tax returns are still open to examination by the Federal and applicable state tax authorities.

At June 30, 2011, information on the tax cost of investments was as follows:

Cost of Investment for Tax Purposes	Gross Tax		Net Tax Appreciation/ (Depreciation)
	Appreciation	Depreciation
$45,293,084	$9,902,202	$(1,345,345)	$8,556,857

As of December 31, 2010, the Fund has capital loss carryovers as indicated below.

Capital loss carryovers are available to offset future realized capital gain to the extent provided in the Internal Revenue Code and regulations thereunder. To the extent that these carryover losses are used to offset future capital gains, it is probable that gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.

Amount	Expires
$8,014,209	12/31/2017

These amounts will be available to offset future taxable capital gains. Under the recently enacted Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

During the year ended December 31, 2010, the Fund utilized $3,538,221 of prior year capital loss carryovers.

Any net capital and currency losses incurred after October 31, within the Fund’s tax year, are deemed to arise on the first day of the Fund’s next tax year if the Fund so elects to defer such losses.

The Fund did not defer any post-October losses for the year ended December 31, 2010.

The tax composition of distributions paid during the years ended December 31, 2010 and December 31, 2009 were as follows:

	Ordinary Income	Long-Term Capital Gains	Return of Capital	Total
2010	$86,511	$—	$—	$86,511
2009	—	—	—	—

Distributions to Shareholders The Fund declares and pays any dividends from net investment income annually. The Fund declares and pays any net realized capital gains in excess of capital loss carryforwards distributions annually. The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences include (but are not limited to) futures, distributions from Real Estate Investment Trusts (REITS) and losses deferred due to wash sale transactions. Reclassifications due to permanent book/tax differences are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on the net asset value of the Fund. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments.

The reclassifications for the year ended December 31, 2010 were as follows:

Undistributed Net Investment Income	Accumulated Net Realized Gain	Paid In Capital
$(3,560)	$11,728	$(8,168)

22

Special Meeting of Shareholders — Voting Results (unaudited)

On April 1, 2011, the GE Investments Funds, Inc. (the “Company”) held a special meeting of shareholders of each series portfolio of the Company, including shareholders of the Small-Cap Equity Fund (the “Fund”). Shareholders of record on January 28, 2011 were entitled to vote on the proposals. For each proposal, except Proposal 1, shareholders voted on a fund-by-fund basis. For Proposal 1, shareholders of all funds voted together and not by fund or share class. At the meeting, all proposals were approved by the Fund and the following votes were recorded:

Proposal 1:

Election of Mr. R. Sheldon Johnson and Mr. Matthew J. Simpson as Directors to the Board of Directors of the Company.

Company votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		451,517,094.582		90.054	%		96.126	%
Abstain		18,195,810.391		3.629	%		3.874	%
Total		469,712,904.973		93.683	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		451,949,730.789		90.140	%		96.218	%
Abstain		17,763,174.184		3.543	%		3.782	%
Total		469,712,904.973		93.683	%		100.000	%

Fund votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		4,069,479.800		91.663	%		96.598	%
Abstain		143,338.226		3.229	%		3.402	%
Total		4,212,818.026		94.892	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		4,074,849.664		91.784	%		96.725	%
Abstain		137,968.362		3.108	%		3.275	%
Total		4,212,818.026		94.892	%		100.000	%

Proposal 3:

Approval of the following changes in certain of the Fund’s investment policies, as follows:

C. Amendment of the Fund’s investment policy on making loans.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		3,879,500.480		87.384	%		92.088	%
Against		126,080.779		2.840	%		2.993	%
Abstain		207,236.767		4.668	%		4.919	%
Broker Non-votes		—		—			—
Total		4,212,818.026		94.892	%		100.000	%

23

Special Meeting of Shareholders — Voting Results (unaudited)

D. Amendment of the Fund’s investment policy on borrowing.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		3,853,638.087		86.802	%		91.474	%
Against		142,345.134		3.206	%		3.379	%
Abstain		216,834.805		4.884	%		5.147	%
Broker Non-votes		—		—			—
Total		4,212,818.026		94.892	%		100.000	%

F. Amendment of the Fund’s investment policy on concentration of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		3,870,361.731		87.178	%		91.871	%
Against		130,216.204		2.933	%		3.091	%
Abstain		212,240.091		4.781	%		5.038	%
Broker Non-votes		—		—			—
Total		4,212,818.026		94.892	%		100.000	%

G. Amendment of the Fund’s investment policy on investments in commodities.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		3,877,320.924		87.335	%		92.036	%
Against		131,788.482		2.968	%		3.129	%
Abstain		203,708.620		4.589	%		4.835	%
Broker Non-votes		—		—			—
Total		4,212,818.026		94.892	%		100.000	%

J. Amendment of the Fund’s investment policy on real estate investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		3,873,756.227		87.255	%		91.952	%
Against		141,615.537		3.189	%		3.361	%
Abstain		197,446.262		4.448	%		4.687	%
Broker Non-votes		—		—			—
Total		4,212,818.026		94.892	%		100.000	%

24

Additional Information (unaudited)

Information about Directors and Executive Officers:

The business and affairs of the Funds are managed under the direction of the Funds’ Board of Directors. Information pertaining to the Directors and officers of the Funds is set forth below.

Interested Directors and Executive Officers

Michael J. Cosgrove

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    62

Position(s) Held with Fund    Chairman of the Board and President

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    President and Chief Executive Officer – Mutual Funds and Intermediary Business at GEAM since March 2007; Executive Vice President of GEAM from February 1997 to March 2007; Vice President, GE Capital Corporation, an indirect wholly-owned subsidiary of GE, since December 1999; Executive Vice President – Mutual Funds of GEAM, a wholly-owned subsidiary of GE that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, since March 1993; President and Director of GE Investment Distributors, Inc., since June 2011. Director of GEAM since 1988.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Chairman of the Board and President of GE Institutional Funds since 1997; Trustee of Elfun Funds, GE Savings & Security Funds, General Relief and Loan Fund and General Electric Pension Trust since 1988; Trustee of Fordham University from 2002 to June 30, 2010 and since July 2011; Trustee of GE Volunteers since 1993; Director of GE Foundation; Director, GE Asset Management (Ireland) Limited, since February 1999, GE Asset Management Funds Plc since 1998, GE Asset Management Canada Company since 1998, GE Asset Management Limited since 1998 and GEAM since 1988; Chairman of the Board and President of GE Funds from 1993 to February 2011.

Matthew J. Simpson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    50

Position(s) Held with Fund    Director and Executive Vice President

Term of Office and Length of Time Served    Until successor is elected and qualified – 3 years

Principal Occupation(s) During Past 5 years    Executive Vice President, General Counsel and Secretary of GEAM since July 2007; Senior Vice President and General Counsel – Marketing and Client Services (formerly Asset Management Services) at GEAM and Senior Vice President and General Counsel of GE Asset Management Services from February 1997 to July 2007; Vice President and Associate General Counsel of GEAM from October 1992 to February 1997; Secretary of GE Funds from 1993 to July 2007 and Vice President from September 2003 to July 2007; Secretary of GE Institutional Funds and GE Investments Funds, Inc. from 1997 to July 2007; Secretary of Elfun Funds and GE Savings & Security Funds since July 2007; Assistant Secretary of Elfun Funds and GE Savings & Security Funds from 1998 to July 2007 and Vice President from October 2003 to July 2007.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Trustee of Elfun Funds, GE Savings & Security Funds and General Electric Pension Trust since July 2007; Trustee of GE Institutional Funds since April 2011 and Trustee of GE Funds from July 2007 to February 2011.

25

Additional Information (unaudited)

Joon Won Choe

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    41

Position(s) Held with Fund    Vice President & Secretary

Term of Office and Length of Time Served    Until successor is elected and qualified – Vice President and Secretary – less than 1 year

Principal Occupation(s) During Past 5 years    Senior Vice President and Deputy General Counsel at GEAM since March 2011; Senior Vice President and Associate General Counsel at GEAM from June 2010 to March 2011; Vice President and Associate General Counsel at GEAM from November 2005 to June 2010; Vice President and Secretary of GE Institutional Funds and GE Investments Funds, Inc. since September 2010; Vice President and Assistant Secretary of Elfun Funds and GE Savings & Security Funds since September 2010.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Robert Herlihy

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    43

Position(s) Held with Fund    Chief Compliance Officer

Term of Office and Length of Time Served    Until successor is elected and qualified — 5 years

Principal Occupation(s) During Past 5 years    Chief Compliance Officer of GEAM, GE Institutional Funds, Elfun Funds, and GE Savings and Security Funds since July 2005; Chief Compliance Officer of GE Funds from July 2005 to February 2011; and Manager of Fund Administration at GEAM from 2002 – 2005.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Arthur A. Jensen

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    44

Position(s) Held with Fund    Treasurer

Term of Office and Length of Time Served    Until successor is elected and qualified – less than 1 year

Principal Occupations(s) During Past 5 Years    Treasurer of GE Institutional Funds, Elfun Funds and GE Savings and Security Funds since June 2011; Mutual Funds Controller of GEAM since April 2011; Senior Vice President at Citigroup from 2008 to 2010 and Vice President at JPMorgan from 2005 to 2008.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

26

Additional Information (unaudited)

Non-Interested Directors

John R. Costantino

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    65

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    General Partner, NGN Capital LLC since 2006; Managing Director, Vice President of Walden Capital Management since 1996.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Director of GE Institutional Funds since 1997; Trustee of Fordham University from 1989-1995 and 2001-2007 and Trustee Emeritus since 2007; Trustee of Neuroscience Research Institute since 1986; Trustee of GE Funds from 1993 to February 2011; Trustee of Gregorian University Foundation from 1992-2007; Director of Artes Medical from 2006-2008.

R. Sheldon Johnson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    64

Positions(s) Held with Fund    Director

Term of office and Length of Time served    Unit Successor is elected and qualified – less than 1 year.

Principal Occupation(s) During Past 5 years    Managing Director at Morgan Stanley & Co.,Inc. from 1988 to 2006; Head of Global Institutional Equity Sales and Marketing at Morgan Stanley & Co., Inc. from 2002 to 2006.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since April 2011 and Trustee of St. Lawrence University since 2003.

Robert P. Quinn

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    75

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    Retired since 1983 from Salomon Brothers Inc.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since 1997; Trustee of St. Francis Hospital since 1980; and Trustee of GE Funds from 1993 to February 2011.

The Statement of Additional Information for the Funds includes additional information about the Directors and Officers and is available, without charge, upon request by calling 1-800-242-0134.

27

Investment Team

Investment Adviser and Administrator

GE Asset Management Incorporated

Board of Directors

Michael J. Cosgrove, Chairman

John R. Costantino

R. Sheldon Johnson*

Robert P. Quinn

Matthew J. Simpson

Secretary

Joon Won Choe

Assistant Secretary

Michelle Matzelle

Treasurer

Arthur A. Jensen (effective June 6, 2011)

Assistant Treasurer

Casey Yantosca

Distributor

GE Investment Distributors, Inc.

Member FINRA and SIPC

Custodian

State Street Bank & Trust Company

Officers of the Investment Adviser

Dmitri Stockton, President and Chief Executive Officer (since May 2011)†

Cheryl H. Beacock, Senior Vice President, Human Resources

George A. Bicher, Chief Risk Officer

Paul M. Colonna, President and Chief Investment Officer – Fixed Income Investments

Michael J. Cosgrove, President and Chief Executive

Officer – Mutual Funds & Intermediary Business

Ralph R. Layman, President and Chief Investment Officer – Public Equity Investments

Maureen B. Mitchell, President – Institutional Sales and Marketing

Matthew J. Simpson, Executive Vice President, General Counsel and Secretary

Don W. Torey, President – Alternative Investments

John J. Walker, Executive Vice President, Chief Operating Officer

David Wiederecht, President and Chief Investment Officer – Investment Strategies

Tracie A. Winbigler, Executive Vice President, Chief Financial Officer (since January 2011)

* Mr. Johnson was elected as a Director of the Funds effective April 1, 2011.

† Effective May 1, 2011, Mr. Stockton replaced James W. Ireland as President and Chief Executive Officer.

At GE Asset Management, we’re dedicated to providing the investment options you’ll need to tailor your financial portfolio to every stage of your life. Each member of the GE Family of Funds is managed according to the same principles of integrity and quality that have guided GE over the past century, and have made it the world-class company that it is today. Each fund draws strength from a heritage of investment management experience that spans more than 80 years. Whether you’re creating a new investment portfolio or adding to an established one, the GE Family of Funds offers an array of professionally managed investment options that will help you meet a lifetime of financial needs.

28

Investment Adviser

GE Asset Management Incorporated

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

Distributor

GE Investment Distributors, Inc.

member FINRA and SIPC

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities is available without charge (i) upon request, by calling 1-800-493-3042; (ii) on the Fund’s website at http://www.geam.com; and (iii) on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC—information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at http://www.geam.com; and (ii) on the Commission’s website at http://www.sec.gov.

GE Investments Funds, Inc.

International Equity Fund Letter from the Chairman

Michael J. Cosgrove

Chairman,

GE Investments Funds, Inc.

Dear Shareholder:

Attached is the semi-annual report for GE Investments Funds, Inc. — International Equity Fund (the “Fund”) for the six-month period ended June 30, 2011. The report contains information about the performance of the Fund and other fund-specific data, along with portfolio manager commentary.

We have provided you with an overview of the investment markets, along with our investment outlook for the coming months.

Market Overview

Most major equity indices posted positive returns in the six-month period ended June 30, 2011, despite geopolitical tensions in the Middle East and North Africa, a devastating earthquake in Japan, ongoing concerns about unresolved sovereign debt issues in peripheral Europe and elevated inflation in emerging markets. Volatility increased in May and June, however, as some measures of global economic activity weakened and uncertainties over Greece’s ability to finance and service its debt rattled the financial markets. In the U.S., concerns over the end of quantitative easing by the Federal Reserve and political wrangling over the government debt ceiling further contributed to a challenging environment. The increase in risk aversion benefited the fixed income markets as many investors sought out safer investments. Toward the end of June, the Greek Parliament passed austerity measures that seemed to calm the markets and opened the way for the next round of financing from the European Central Bank and the International Monetary Fund.

Against this backdrop, financial markets posted positive results for the six- and 12-month periods ended June 30, 2011 as represented by the index returns in the below chart.

Total Returns (%) as of June 30, 2011	6-month		12-month
U.S. equities (S&P 500 Index)		6.0		30.7
Global equities (MSCI World Index)		5.3		30.5
International equities (MSCI EAFE Index)		5.0		30.4
Small-cap U.S. equities (Russell 2000 Index)		6.2		37.4
Mid-cap U.S. equities (Russell Mid Cap Index)		8.1		38.5
U.S. fixed income (Barclays Capital U.S. Aggregate Bond Index)		2.7		3.9
U.S. short-term government fixed income (Barclays Capital 1-3 Year U.S. Government Bond Index)		0.9		1.4

Outlook

We remain constructive on the prospects for healthy global growth, although it may be at a slower pace than originally anticipated. Central banks in the U.S. and Europe remain accommodative and supply chain issues in Japan appear to have abated. There are also signs that inflation may be peaking in emerging markets as commodity prices have eased in recent months. Corporate balance sheets remain healthy and fundamentals remain intact, in our view. We believe that valuations for equities are not stretched and remain below historical averages while equity risk premiums are still high — offering the possibility for further gains. We expect that the financial markets are likely to remain volatile due to outstanding sovereign debt issues, but believe that returns are biased to the upside in the second half of the year.

Thank you for investing with GE Investments Funds.

Sincerely,

Michael J. Cosgrove

Chairman, GE Investments Funds, Inc.

July 2011

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

International Equity Fund Letter from the Chairman  (Continued)

Mike Cosgrove is President and Chief Executive Officer – Mutual Funds and Intermediary Business at GE Asset Management Incorporated (“GEAM”). In addition to the GE Investments Funds, he is also Chairman of the Board and President of GE Institutional Funds and Director and President of GEAM’s broker-dealer which serves as underwriter and distributor for the GE Investments Funds. Mr. Cosgrove serves as a Trustee of the GE Savings & Security Funds, the GE Foundation, and the GE Pension Trust. He also serves on the Board of Directors of the Skin Cancer Foundation and is a Trustee of Fordham University. Previously Chief Financial Officer of GE Asset Management and Assistant Treasurer – GE Company, Mr. Cosgrove joined GE in 1970 and held a number of managerial positions in finance and sales in the International Operation and the GE Trading Company. He received a BS in Economics from Fordham University and an MBA from St. John’s University.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc.

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

International Equity Fund

Semi-Annual Report

June 30, 2011

GE Investments Funds, Inc.

International Equity Fund Contents

Notes to Performance	1
Manager Review and Schedule of Investments	2
Notes to Schedule of Investments	9
Financial Statements
Financial Highlights	10
Statement of Assets and Liabilities	11
Statement of Operations	12
Statement of Changes in Net Assets	13
Notes to Financial Statements	14
Special Meeting of Shareholders — Voting Results	21
Additional Information	24
Investment Team	27

This report is prepared for Policyholders of certain variable contracts and may be distributed to others only if preceded or accompanied by the variable contract’s current prospectus and the current prospectus of the Fund available for investments thereunder.

Notes to Performance June 30, 2011 (unaudited)

The information provided on the performance pages relates to the GE Investments International Equity Fund (the “Fund”) and is unaudited.

Total returns take into account changes in share price and assume reinvestment of dividends and capital gains distributions, if any. Total returns shown are net of Fund fees and expenses but do not reflect fees and charges associated with the variable contracts such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the Fund’s total returns for all periods shown.

The performance data quoted represents past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Periods less than one year are not annualized. Please call toll-free 800-493-3042 or visit the Fund’s website at http://www.geam.com for the most recent month-end performance data.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. An investment in the Fund is subject to risk, including possible loss of principal invested.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc. and a wholly owned subsidiary of GE Asset Management Incorporated, the investment adviser of the Fund.

The MSCI^® EAFE^® Index is an unmanaged market capitalization-weighted index of equity securities of companies domiciled in various countries. The Index is designed to represent the performance of developed stock markets outside the U.S. and Canada. The results shown for the foregoing index assume the reinvestment of net dividends or interest. They do not reflect the actual cost of investing in the instruments that comprise the index.

The peer universe of the underlying annuity funds used for the peer group average annual total return calculation is based on a blend of Morningstar peer categories, as shown. Morningstar is an independent mutual fund rating service. A Fund’s performance may be compared to or ranked within a universe of mutual funds with investment objectives and policies similar but not necessarily identical to that of the Fund.

^©2011 Morningstar, Inc. All Rights Reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damage or losses relating from any use of this information. Past performance is no guarantee of future results.

1

International Equity Fund

(unaudited)

Ralph R. Layman

President and Chief Investment Officer

The International Equity Fund is managed by a team of portfolio managers that includes Brian Hopkinson, Ralph R. Layman, Paul Nestro, Jonathan L. Passmore and Michael J. Solecki. As lead portfolio manager for the Fund, Mr. Layman oversees the entire team and assigns a portion of the Fund to each manager, including himself. Each portfolio manager is limited to the management of his or her portion of the Fund, the size of the portion which Mr. Layman determines on an annual basis. The portfolio managers do not operate independently of each other, rather, the team operates collaboratively, communicating purchases or sales of securities on behalf of the Fund.

Ralph R. Layman is President and Chief Investment Officer — Public Equities and a Director at GE Asset Management. Mr. Layman has led the team of portfolio managers for the Fund since 1997. Mr. Layman joined GE Asset Management in 1991 as Senior Vice President for International Investments and became an Executive Vice President in 1992, President —International Equities in March 2007 and President — Public Equities since July 2009.

Brian Hopkinson is a Senior Vice President of GE Asset Management. He has been a portfolio manager for the Fund since 1997. Prior to joining GE Asset Management, Mr. Hopkinson worked for Fiduciary Trust International in both London and New York.

Paul Nestro is a Senior Vice President of GE Asset Management. He has been a member of the portfolio management team for the Fund since February 2007. Mr. Nestro joined GE Asset Management in 1993 as a performance and attribution analyst in U.S. Equities. He became a senior performance and attribution analyst in 1994 and since 1996 has been an analyst and portfolio manager in the international equities group.

Jonathan L. Passmore is a Senior Vice President of GE Asset Management. He has served as a portfolio manager of the Fund since January 2002. Prior to joining GE Asset Management in January 2001, he was with Merrill Lynch for six years, most recently as Director, international equity.

Michael J. Solecki is a Senior Vice President and Chief Investment Officer — International Equities at GE Asset Management. He has served as a portfolio manager of the Fund since September 1997. He joined GE Asset Management in 1990 as an international equity analyst. He became a Vice President for international equity portfolios in 1996 and Senior Vice President in 2000.

Q. How did the International Equity Fund perform compared to its benchmark and Morningstar peer group for the six-month period ended June 30, 2011?

A. For the six-month period ended June 30, 2011, the International Equity Fund returned 1.96% for Class 1 shares. The MSCI EAFE Index, the Fund’s benchmark, returned 4.98% and the Fund’s Morningstar peer group of 139 U.S. Insurance Foreign Large Blend Funds returned an average of 4.56% over the same period.

Q. What market factors affected the fund’s performance?

A. The positive influence of strong corporate earnings were countered by a host of negative macro-regional issues including: Europe’s Sovereign Debt crisis; political turmoil in Middle East/North Africa; rising inflation in the high growth developing markets of Asia; and Japan’s earthquake and tsunami disaster. Overall, performance trended better in the developed world than in the emerging, a change from recent performance. However, upward progress was further slowed by continued uncertainty regarding regulation in the financial sector, notably over capital adequacy. When political uncertainty in both Europe over sovereign debt and the U.S. over the debt ceiling and solutions to the deficit are taken into account, the period’s positive returns look all the more impressive.

2

(unaudited)

Q. What were the primary drivers of Fund performance?

A. Positive performance derived from holdings in the materials sector, notably in industrial gases (Linde — Germany), fertilizers (Potash — Canada) and seeds (Syngenta — Switzerland). In addition, the absence of the Japanese utility most heavily affected by the disaster in March (Tokyo Electric Power) proved additive. Strong stock selection in IT (Baidu — China; Cap Gemini — France) and aviation-related industrials (EADS; Safran — France) also enhanced returns.

A uranium mining company (Paladin — Australia) was the holding most affected by the Japanese disaster although all holdings in Japan itself were weak as a result. Negative attribution came from consumer staples companies (including Metro — Germany) and telecom holdings, especially in Emerging Markets adversely affected performance.

Q. How is the Fund positioned for the rest of the fiscal year?

A. The portfolio managers believe that developed markets will show below-trend but positive growth while the emerging markets will continue to grow at a faster pace. This is despite the negative impact of rising inflation, which has prompted higher interest rates in many parts of the world. With the portfolio’s focus on larger-cap, well-diversified companies (by both product and geography), the managers believe the portfolio is well positioned to take advantage of this growth, especially in the IT, materials and industrial sectors where the portfolio is overweight. Regionally, the portfolio has a sizeable weight in Continental Europe, believing that companies in Core Europe will benefit from any weakness in the Euro, aiding their already superior performance in export markets around the world.

3

International Equity Fund

(unaudited)

Understanding Your Fund’s Expenses

As a shareholder of the Fund you incur ongoing costs. Ongoing costs include portfolio management fees, distribution and services fees, professional fees, administrative fees and other Fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended June 30, 2011.

Actual Expenses

The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the

number given for your class under the heading “Expenses paid during period.”

Hypothetical Example for Comparison Purposes

The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholders reports of other funds.

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transaction costs, such as sales charges or redemption fees, if any. Additionally, the expenses shown do not reflect the fees or charges associated with variable contracts through which shares of the Fund are offered.

January 1, 2011 – June 30, 2011

	Account value at the beginning of the period ($)		Account value at the end of the period  ($)		Expenses paid during the period ($)*
Actual Fund Return**
Class 1		1,000.00		1,019.61		10.12
Hypothetical 5% Return (2.5% for the period)
Class 1		1,000.00		1,014.67		10.09

* Expenses are equal to the Fund’s annualized expense ratio of 2.02% for Class 1 shares (for the period January 1, 2011 – June 30, 2011), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the six month period).

** Actual Fund Return for six month period ended June 30, 2011 was 1.96% for Class 1 shares. Past performance does not guarantee future results.

4

International Equity Fund (unaudited)

Investment Profile

A mutual fund designed for investors who seek long-term growth of capital. The Fund seeks its objective by investing at least 80% of its net assets under normal circumstances in equity securities, such as common and preferred stocks. The Fund invests primarily in developed and emerging market countries outside the United States.

Morningstar Performance Comparison

Based on average annual returns for periods ended June 30, 2011

	Six Months*			One Year			Five Year			Ten Year
Number of Funds in peer group:		139			137			111			84
Peer group average annual total return:		4.56	%		31.20	%		1.47	%		4.72	%
Morningstar category in peer group: U.S. Insurance Foreign Large Blend.

Sector Allocation

as a % of Fair Value of $13,573 (in thousands) on June 30, 2011 ^(b)(c)

Top Ten Largest Holdings

as of June 30, 2011 (as a % of Fair Value) ^(b)(c)

BNP Paribas	2.83%
Rio Tinto PLC	2.70%
Royal Dutch Shell PLC	2.65%
HSBC Holdings PLC	2.43%
Nestle S.A.	2.40%
BHP Billiton PLC	2.18%
Linde AG	2.18%
Siemens AG	2.08%
Potash Corporation of Saskatchewan Inc.	1.86%
Volkswagen AG	1.73%

Change in Value of a $10,000 Investment

Class 1 Shares

Average Annual Total Return

for the Periods Ended June 30, 2011

Class 1 Shares (Inception date: 5/1/95)

	Six Months*		One Year		Five Year		Ten Year		Ending value of a $10,000 investment (a)
International Equity fund		1.96%		27.77%		0.74%		3.94%	$	14,724
MSCI EAFE Index		4.98%		30.36%		1.48%		5.66%	$	17,361

(a) Ending value of a $10,000 investment for the ten-year period or since inception, whichever is less.

(b) The securities information regarding holdings, allocations and other characteristics is presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security.

(c) Fair value basis is inclusive of Short-Term Investment in GE Institutional Money Market Fund.

See Notes to Performance on page 1 for further information, including an explanation of Morningstar peer categories.

Past performance does not predict future performance and the graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares and does not reflect the fees or charges that would be associated with variable contracts through which shares of the Fund are offered.

* Total returns for the six month period ended June 30, 2011 are not annualized.

5

International Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

International Equity Fund

	Number of Shares		Fair Value
Common Stock — 96.5% †
Australia — 1.7%
Brambles Ltd.		11,924	$	92,169
Lynas Corporation Ltd.		57,718		110,241
Paladin Energy Ltd.		12,682		34,215	(a)
				236,625
Brazil — 2.4%
Banco Santander Brasil S.A.		4,600		53,884
Petroleo Brasileiro S.A. ADR		4,709		144,472	(c)
Vale S.A. ADR		4,435		128,438
				326,794
Canada — 4.4%
Canadian Natural Resources Ltd.		2,493		104,437
Kinross Gold Corp.		5,553		87,631
Potash Corporation of Saskatchewan Inc.		4,432		252,942
Suncor Energy Inc.		3,818		149,539
				594,549
China — 1.7%
Baidu Inc. ADR		1,094		153,302	(a)
Bank of China Ltd.		152,998		74,717
				228,019
Denmark — 0.6%
AP Moller—Maersk A/S		9		77,604
France — 12.8%
Accor S.A.		1,064		47,567
AXA S.A.		9,904		225,010	(c)
BNP Paribas		4,972		383,716	(c)
Cap Gemini S.A.		2,190		128,277
Cie Generale d’Optique Essilor International S.A.		2,464		199,806
European Aeronautic Defence and Space Company N.V.		3,811		127,526
Safran S.A.		5,303		226,428
Schneider Electric S.A.		536		89,524
Total S.A.		1,632		94,362
Veolia Environnement S.A.		3,461		97,599
Vinci S.A.		1,833		117,385
				1,737,200
Germany — 11.6%
Adidas AG		1,461		115,867
Bayer AG		1,604		128,929
Daimler AG		1,178		88,641
Deutsche Boerse AG		1,363		103,550
Fresenius SE & Company KGAA		1,564		163,219

	Number of Shares		Fair Value
Linde AG		1,686	$	295,534
Metro AG		2,815		170,559
SAP AG		1,913		115,796
Siemens AG		2,053		281,878
ThyssenKrupp AG		1,987		103,235
				1,567,208
Hong Kong — 3.1%
AIA Group Ltd.		38,186		132,501	(a)
Esprit Holdings Ltd.		21,661		67,367
Hutchison Whampoa Ltd.		12,570		135,695
Wharf Holdings Ltd.		11,998		83,340
				418,903
India — 1.8%
ICICI Bank Ltd.		3,907		95,332
Larsen & Toubro Ltd.		2,520		103,280
Power Grid Corporation of India Ltd.		17,303		42,500
				241,112
Italy — 1.5%
ENI S.p.A.		1,923		45,473
UniCredit S.p.A.		77,963		165,031
				210,504
Japan — 12.1%
Daikin Industries Ltd.		3,000		105,424
FANUC Corp.		900		149,109
Mitsubishi Corp.		6,000		148,588
Mitsubishi Estate Company Ltd. (REIT)		1,982		34,506
Nomura Holdings Inc.		17,842		87,487
SMC Corp.		600		107,281
Softbank Corp.		4,600		172,585
Sony Financial Holdings Inc.		6,400		114,829
Sumitomo Realty & Development Company Ltd. (REIT)		5,000		110,760
Suzuki Motor Corp.		10,000		223,502
The Bank of Yokohama Ltd.		20,129		99,947
Toyota Motor Corp.		2,646		108,120
Unicharm Corp.		4,000		173,848
				1,635,986
Mexico — 0.8%
America Movil SAB de C.V. ADR		1,899		102,318
Netherlands — 3.0%
ING Groep N.V.		9,887		121,687	(a)
Koninklijke Ahold N.V.		3,109		41,767
Koninklijke Philips Electronics N.V.		6,428		165,051
Unilever N.V., CVA		2,177		71,349
				399,854
Russian Federation — 0.4%
Mobile Telesystems OJSC ADR		2,619		49,813
Singapore — 1.0%
United Overseas Bank Ltd.		8,166		130,911

See Notes to Schedule of Investments and Notes to Financial Statements.

6

International Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
South Africa — 0.5%
MTN Group Ltd.		3,386	$	71,876
South Korea — 1.9%
Hyundai Motor Co.		240		53,276
Samsung Electronics Company Ltd.		170		131,523
Samsung Electronics Company Ltd. GDR		181		70,156
				254,955
Spain — 2.4%
Banco Santander S.A.		16,193		186,951	(c)
Telefonica S.A.		5,473		133,785
				320,736
Sweden — 1.0%
Hexagon AB		436		10,765
Telefonaktiebolaget LM Ericsson		8,484		122,620
				133,385
Switzerland — 7.4%
Credit Suisse Group AG		3,830		148,742
Nestle S.A.		5,259		326,345
Novartis AG		3,704		226,551
Syngenta AG		647		218,074
Zurich Financial Services AG		337		85,091
				1,004,803
Taiwan — 2.5%
Delta Electronics Inc.		32,000		117,534
Taiwan Semiconductor Manufacturing Company Ltd.		83,634		210,224
Taiwan Semiconductor Manufacturing Company Ltd. ADR		1,240		15,636
				343,394
United Kingdom — 21.9%
Aggreko PLC		1,271		39,362	(a)
Autonomy Corporation PLC		3,436		94,164	(a)
BG Group PLC		5,663		128,556
BHP Billiton PLC		7,505		295,439	(c)
Diageo PLC		8,795		179,747
G4S PLC ††		7,765		34,881
G4S PLC ††		2,817		12,786
HSBC Holdings PLC		33,192		329,534
International Consolidated Airlines Group S.A.		12,855		52,359	(a)
Lloyds Banking Group PLC		147,123		115,737	(a,c)
National Grid PLC		18,959		186,431
Prudential PLC		18,194		210,309	(c)
Reckitt Benckiser Group PLC		3,539		195,450
Rio Tinto PLC		5,082		366,376
Royal Dutch Shell PLC		10,086		359,151
Tesco PLC		16,368		105,638
The Capita Group PLC		5,132		58,951

	Number of Shares		Fair Value
Vodafone Group PLC		73,511	$	195,084		(c)
				2,959,955
Total Common Stock (Cost $11,282,991)				13,046,504
Preferred Stock — 1.7%
Volkswagen AG (Cost $130,227)		1,137		234,661
Other Investments — 0.1%
GEI Investment Fund (Cost $10,348)				10,452		(d)
Total Investments in Securities (Cost $11,423,566)				13,291,617
Short-Term Investments — 2.1%
GE Institutional Money Market Fund Investment Class 0.11% (Cost $281,415)				281,415		(b,d)
Total Investments (Cost $11,704,981)				13,573,032
Liabilities in Excess of Other Assets, net — (0.4)%				(52,266	)
NET ASSETS — 100.0%			$	13,520,766

Other Information

The Fund was invested in the following categories at June 30, 2011:

Industry	Percentage (based on Fair Value)
Diversified Financial Services		12.21	%
Integrated Oil & Gas		6.79	%
Diversified Metals & Mining		5.69	%
Automobile Manufacturers		5.22	%
Wireless Telecommunication Services		4.36	%
Industrial Conglomerates		4.29	%
Fertilizers & Agricultural Chemicals		3.47	%
Life & Health Insurance		3.37	%
Semiconductors		3.15	%
Packaged Foods & Meats		2.93	%
Household Products		2.72	%
Pharmaceuticals		2.62	%
Aerospace & Defense		2.61	%

See Notes to Schedule of Investments and Notes to Financial Statements.

7

International Equity Fund

Schedule of Investments June 30, 2011 (unaudited)

Industry	Percentage (based on Fair Value)
Multi-Line Insurance		2.28	%
Industrial Gases		2.18	%
Multi-Utilities		2.09	%
Industrial Machinery		1.97	%
Steel		1.71	%
Diversified Real Estate Activities		1.68	%
Construction & Engineering		1.63	%
Application Software		1.55	%
Healthcare Supplies		1.47	%
Distillers & Vintners		1.32	%
Hypermarkets & Super Centers		1.26	%
Healthcare Services		1.20	%
Internet Software & Services		1.13	%
Diversified Capital Markets		1.10	%
Food Retail		1.09	%
Trading Companies & Distributors		1.09	%
Integrated Telecommunication Services		0.99	%
Diversified Support Services		0.97	%
IT Consulting & Other Services		0.95	%
Communications Equipment		0.90	%
Electronic Components		0.86	%
Apparel, Accessories & Luxury Goods		0.85	%
Building Products		0.78	%
Oil & Gas Exploration & Production		0.77	%
Specialized Finance		0.76	%
Regional Banks		0.74	%
Electrical Components & Equipment		0.66	%
Gold		0.65	%
Investment Banking & Brokerage		0.64	%
Marine		0.57	%
Apparel Retail		0.50	%
Human Resource & Employment Services		0.43	%
Airlines		0.39	%
Hotels, Resorts & Cruise Lines		0.35	%
Security & Alarm Services		0.35	%
Electric Utilities		0.31	%
Coal & Consumable Fuels		0.25	%
		97.85	%

Short Term and Other Investments
Short-Term	2.07	%
Other Investments	0.08	%
	2.15	%
	100.00	%

See Notes to Schedule of Investments and Notes to Financial Statements.

8

Notes to Schedule of Investments June 30, 2011 (unaudited)

The views expressed in this document reflect our judgment as of the publication date and are subject to change at any time without notice. The securities information regarding holdings, allocations and other characteristics are presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security. See the Fund’s summary prospectus and statutory prospectus for complete descriptions of investment objectives, policies, risks and permissible investments.

(a) Non-income producing security.

(b) Coupon amount represents effective yield.

(c) At June 30, 2011 , all or a portion of this security was pledged to cover collateral requirements for futures, options, forward foreign currency contracts and/or TBA’s.

(d) GE Asset Management, the investment adviser of the Fund, also serves as investment adviser of the GEI Investment Fund and the GE Institutional Money Market Fund.

† Percentages are based on net assets as of June 30, 2011 .

†† Security traded on different exchanges.

Abbreviations:

ADR	American Depository Receipt
GDR	Global Depository Receipt
REIT	Real Estate Investment Trust

9

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated

	CLASS 1
	6/30/11††			12/31/10			12/31/09			12/31/08			12/31/07			12/31/06
Inception date		—			—			—			—			—			5/1/95
Net asset value, beginning of period	$	0.51		$	0.49		$	0.39		$	14.67		$	14.08		$	11.42
Income/(loss) from investment operations:
Net investment income (loss)		0.00	**		0.00	†**		0.01			0.51			0.23			0.15
Net realized and unrealized gains/(losses) on investments		0.01			0.02			0.10			(7.04	)		2.98			2.67
Total income/(loss) from investment operations		0.01			0.02			0.11			(6.53	)		3.21			2.82
Less distributions from:
Net investment income		—			0.00	†		0.01			0.51			0.23			0.16
Net realized gains		—			—			0.00			7.24			2.39			—
Total distributions		—			0.00	†		0.01			7.75			2.62			0.16
Net asset value, end of period	$	0.52		$	0.51		$	0.49		$	0.39		$	14.67		$	14.08
TOTAL RETURN (a)		1.96	%		4.85	%		27.68	%		(45.83	)%		22.98	%		24.69	%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)	$	13,521		$	15,240		$	18,307		$	17,920		$	84,272		$	80,648
Ratios to average net assets:
Net investment income		1.44	%*		0.75	%		1.28	%		2.57	%		1.30	%		1.16	%
Net expenses		2.02	%(b,c)*		1.67	%(b,c)		1.68	%(b,c)		1.18	%(b,c)		1.13	%		1.13	%
Gross expenses		2.23	%*		1.91	%		1.88	%		1.29	%		1.13	%		1.13	%
Portfolio turnover rate		21	%		41	%		46	%		41	%		32	%		34	%

Notes to Financial Highlights

(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions and do not include the effect of insurance contract charges. Past performance does not guarantee future results.

(b) Reflects GE Asset Management’s waiver of a portion of the Fund’s management fee in an amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Institutional Money Market Fund.

(c) Reflects GE Asset Management’s contractual arrangement with GE Investments Funds, Inc. to limit the Fund’s management fee to 0.80% of the average daily net assets of the Fund until April 30, 2012.

* Annualized for periods less than one year.

** Per share values have been calculated using the average share method.

† Less than 0.005 per share.

†† Unaudited

The accompanying Notes are an integral part of these financial statements.

10

Statement of Assets and Liabilities June 30, 2011 (unaudited)
ASSETS
Investments in securities, at Fair Value (cost $11,413,218)	$13,281,165
Investments in affiliated securities, at Fair Value (cost $10,348)	10,452
Short-term affiliated investments (at amortized cost)	281,415
Restricted cash	557
Foreign cash (cost $4,592)	4,597
Receivable for investments sold	23,878
Income receivables	79,423
Variation margin receivable	13
TOTAL ASSETS	13,681,500
LIABILITIES
Payable for investments purchased	50,065
Payable for fund shares redeemed	926
Payable to GEAM	12,291
Accrued other expenses	97,452
TOTAL LIABILITIES	160,734
NET ASSETS	$13,520,766
NET ASSETS CONSIST OF :
Capital paid in	19,890,268
Undistributed (distribution in excess of) net investment income	102,444
Accumulated net realized (loss)	(8,347,413	)
Net unrealized appreciation on:
Investments	1,868,051
Foreign currency related transactions	7,416
NET ASSETS	$13,520,766
Class 1
NET ASSETS	13,520,766
Shares outstanding ($0.01 par value; unlimited shares authorized)	25,818,597
Net asset value per share	$0.52

The accompanying Notes are an integral part of these financial statements.

11

Statement of Operations For the six months ended June 30, 2011 (unaudited)
INVESTMENT INCOME
Income:
Dividend	$	269,932
Interest		2,744
Interest from affiliated investments		268
Less: Foreign taxes withheld		(27,861	)
Total Income		245,083
Expenses
Advisory and administration fees		71,106
Distribution fees Class 4*		11
Transfer agent fees		10,136
Director’s fees		181
Custody and accounting expenses		45,431
Professional fees		9,231
Other expenses		21,841
Total expenses before waiver and reimbursement		157,937
Less: Expenses reimbursed by the adviser		(14,185	)
Less: Expenses waived or borne by the adviser		(419	)
Net expenses		143,333
Net investment income		101,750
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on:
Investments		426,741
Futures		(10,505	)
Foreign currency transactions		(160	)
Increase (decrease) in unrealized appreciation/(depreciation) on:
Investments		(69,278	)
Futures		(440	)
Foreign currency transactions		2,528
Net realized and unrealized gain (loss) on investments		348,886
Net increase (decrease) in net assets resulting from operations	$	450,636

* Effective April 30, 2011 share Class 4 was closed.

The accompanying Notes are an integral part of these financial statements.

12

Statement of Changes in Net Assets
	Six months ended June 30, 2011*			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income	$	101,750		$	118,231
Net realized gain (loss) on investments, futures and foreign currency transactions		416,076			(1,135,368	)
Net increase (decrease) in unrealized appreciation/(depreciation) on investments, futures and foreign currency transaction		(67,190	)		1,518,556
Net increase from operations		450,636			501,419
Distributions to shareholders from :
Net investment income
Class 1		—			(112,991	)
Class 4**		—			(23	)
Total distributions		—			(113,014	)
Increase in net assets from operations and distributions		450,636			388,405
Share transactions :
Proceeds from sale of shares
Class 1		103,021			195,676
Class 4**		—			—
Value of distributions reinvested
Class 1		—			112,991
Class 4**		—			23
Cost of shares redeemed
Class 1		(2,271,992	)		(3,764,231	)
Class 4**		(7,845	)		—
Net (decrease) from share transactions		(2,176,816	)		(3,455,541	)
Total increase(decrease) in net assets		(1,726,180	)		(3,067,136	)
NET ASSETS
Beginning of period		15,246,946			18,314,082
End of period	$	13,520,766		$	15,246,946
Undistributed (distribution in excess of) net investment income, end of period	$	102,444		$	694
CHANGES IN FUND SHARES
Class 1
Shares sold		199,610			422,267
Issued for distributions reinvested		—			221,551
Shares redeemed		(4,399,494	)		(8,009,103	)
Net increase (decrease) in fund shares		(4,199,884	)		(7,365,285	)
Class 4**
Shares sold		—			—
Issued for distributions reinvested		—			44
Shares redeemed		(14,009	)		—
Net increase (decrease) in fund shares		(14,009	)		44

* Unaudited

** Effective April 30, 2011, share Class 4 was closed.

The accompanying Notes are an integral part of these financial statements.

13

Notes to Financial Statements June 30, 2011 (unaudited)

1.    Organization of the Company

GE Investments Funds, Inc. (the “Company”) was incorporated under the laws of the Commonwealth of Virginia on May 14, 1984 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Company is composed of fourteen investment portfolios (collectively the “Funds”), although only the following eleven are currently being offered: U.S. Equity Fund, S&P 500 Index Fund, Premier Growth Equity Fund, Core Value Equity Fund, Mid-Cap Equity Fund, Small-Cap Equity Fund, International Equity Fund (the “Fund”), Total Return Fund, Income Fund, Money Market Fund and Real Estate Securities Fund.

Shares of the Funds of the Company are offered only to insurance company separate accounts that fund certain variable life insurance contracts and variable annuity contracts. GE Asset Management Incorporated (“GEAM”) is the investment adviser and administrator of each of the Funds.

The Company currently offers one share class (Class 1) as an investment option for variable life insurance and variable annuity contracts. Class 4 shares were first offered on May 1, 2008 and Fund shares outstanding prior to May 1, 2008 were designated as Class 1 shares. Effective April 30, 2011, Class 4 shares were closed and are no longer offered.

2.    Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates.

Subsequent events after the balance sheet date through the date the financial statements were issued, have been evaluated in the preparation of the financial statements. There are no items to report.

The following summarizes the significant accounting policies of the Company.

Securities Valuation and Transactions.  All investments in securities are recorded at their estimated fair value, as described in Note 3.

Securities transactions are accounted for as of the trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost for both financial statement and federal tax purposes.

Derivatives  The Fund is subject to equity price risk in the normal course of pursuing its investment objective. The Fund may enter into derivative transactions to gain market exposure for residual and accumulating cash positions.

Foreign Currency  Accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated to U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments denominated in foreign currencies are translated into U.S. dollars at the prevailing exchange rate on the respective dates of such transactions.

All assets and liabilities of the Fund initially expressed in foreign currency values will be converted into U.S. dollars at the WM/Reuter exchange rate computed at 11:00 a.m., Eastern time.

The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities during the year. Such fluctuations are included in the net realized or unrealized gain or loss from investments. Net realized gains or losses on foreign currency transactions represent net gains or losses on sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income and withholding taxes accrued and the U.S. dollar amount actually received or paid, and gains or losses between the trade and settlement date on purchases and sales of foreign securities. Net unrealized foreign exchange gains and losses arising from changes in the value of other assets and liabilities (including foreign currencies and open foreign currency contracts) as a result of changes in foreign exchange rates are included as increases or decreases in unrealized appreciation/depreciation on foreign currency related transactions.

Futures Contracts  A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. The Fund invests in stock index futures contracts to manage its exposure to the stock markets and fluctuations in currency values. Buying futures tends to increase a Fund’s exposure to the underlying instrument while selling futures tends to decrease a Fund’s exposure to the underlying instrument or to hedge other

14

Notes to Financial Statements June 30, 2011 (unaudited)

Fund investments. The Fund will not enter into a transaction involving futures for speculative purposes. With futures contracts, there is minimal counterparty credit risk to the Fund since futures contracts are exchange traded and the exchange’s clearinghouse, as counterparty to all traded futures, guarantees the futures against default. The Fund’s risks in using these contracts include changes in the value of the underlying instruments, non-performance of the counterparties under the contracts’ terms and changes in the liquidity of the secondary market for the contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they principally trade.

Upon entering into a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount, known as initial margin deposit. Subsequent payments, known as variation margin, are made or received by the Fund each day, depending on the daily fluctuation in the fair value of the underlying security. The Fund records an unrealized gain or loss equal to the daily variation margin. Should market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may incur a loss. The Fund recognizes a realized gain or loss on the expiration or closing of a futures contract.

Forward Foreign Currency Exchange Contracts  The Fund enters into forward foreign currency exchange contracts to facilitate transactions in foreign denominated securities and to manage the Funds’ currency exposure. Forward foreign currency exchange contracts are valued at the mean between the bid and the offered forward rates as last quoted by a recognized dealer. The aggregate principal amounts of the contracts are not recorded in the Funds’ financial statements. Such amounts appear under the caption Forward Foreign Currency Contracts in the Schedule of Investments. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities as an asset (or liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains or losses on foreign currency related transactions. The Funds’ risks in using these contracts include changes in the value of foreign currency or the possibility that the counterparties do not perform under the contracts’ terms. When a Fund enters into a forward foreign currency exchange contract, it is required to segregate cash or liquid securities with its custodian in an amount

equal to the value of the Fund’s total assets committed to the consummation of the forward contract. If the value of the segregated securities declines, additional cash or securities are segregated so that the value of the account will equal the amount of the Fund’s commitment with respect to the contract.

Investments in Foreign Markets  Investments in foreign markets involve special risks and considerations not typically associated with investing in the United States. These risks include revaluation of currencies, high rates of inflation, restrictions on repatriation of income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls, tariffs and taxes, subject to delays in settlements, and their prices may be more volatile.

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which they invest. Such taxes are generally based upon income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as income and/or capital gains are earned.

Investment Income  Corporate actions (including cash dividends) are recorded on the ex-dividend date, net of applicable withholding taxes, except for certain foreign corporate actions which may be recorded as soon after the ex-dividend date as such information becomes available. Withholding taxes in foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums on taxable bonds are to the call or maturity date, whichever is shorter, using the effective yield method.

Expenses  Fund specific expenses are allocated to the Fund that incurs such expenses. Such expenses may include custodial fees, legal and accounting fees, printing costs and registration fees. Expenses that are not fund specific are allocated pro rata across the Funds. Certain class specific expenses (such as distribution fees) are allocated to the class that incurs such expense. Expenses of the Fund are generally paid directly by the Fund however, expenses may be paid by GEAM and reimbursed by the fund.

Federal Income Taxes  The Funds intend to comply with all sections of the Internal Revenue Code applicable to regulated investment companies including the distribution

15

Notes to Financial Statements June 30, 2011 (unaudited)

of substantially all its taxable net investment income and net realized capital gains to its shareholders. Therefore, no provision for federal income tax has been made. Each Fund is treated as a separate taxpayer for federal income tax purposes.

3. Securities Valuation

The Funds utilize various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a framework for measuring fair value and providing related disclosures. Broadly, the framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. It also establishes a three-level valuation hierarchy based upon observable and non-observable inputs.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

Level 1  — Quoted prices for identical investments in active markets.

Level 2 — Quoted prices for similar investments in active markets; quoted prices for identical or similar investments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable.

Policies and procedures are maintained to value investments using the best and most relevant data available. In addition, pricing vendors are utilized to assist in valuing investments. GEAM performs periodic reviews of the methodologies used by independent pricing services including price validation of individual securities.

Fair Value Measurement  The following section describes the valuation methodologies the Fund uses to measure different financial investments at fair value.

The Fund’s portfolio securities are valued generally on the basis of market quotations. Equity securities generally are valued at the last reported sales price on the primary market in which they are traded. Portfolio securities listed on NASDAQ are valued using the NASDAQ Official Closing Price. Level 1 securities primarily include publicly-traded equity securities which may not necessarily represent the last sale price. If no sales occurred on the exchange or NASDAQ that day, the portfolio security generally is valued using the last reported bid price. In those circumstances the Fund classifies the investment securities in Level 2.

The Fund uses the net asset value per unit for the collective Fund. The Fund classifies the investment security in Level 2.

If prices are not readily available for a portfolio security, or if it is believed that a price for a portfolio security does not represent its fair value, the security may be valued using procedures approved by the Fund’s Board of Directors that are designed to establish its “fair” value. These securities would generally be classified in Level 3. Those procedures require that the fair value of a security be established by the valuation committee. The valuation committee follows different protocols for different types of investments and circumstances. The fair value procedures may be used to value any investment of any Fund in the appropriate circumstances.

Foreign securities may be valued with the assistance of an independent fair value pricing service in circumstances where it is believed that they have been or would be materially affected by events occurring after the close of the portfolio security’s primary market and before the close of regular trading on the NYSE. In these circumstances the Fund classifies the investment securities in Level 2. This independent fair value pricing service uses a model to identify affected securities and portfolios taking into consideration various factors and the fair value of such securities may be something other than the last available quotation or other market price.

Portfolio securities may be valued using techniques other than market quotations, under the circumstances described above. The value established for a portfolio security may be different than what would be produced through the use of another methodology or if it had been priced using market quotations. Portfolio securities that are valued using techniques other than market quotations, including “fair valued” securities, may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that the Fund could sell a portfolio security for the

16

Notes to Financial Statements June 30, 2011 (unaudited)

value established for it at any time and it is possible that the Fund would incur a loss because a portfolio security is sold at a discount to its established value.

Other financial investments are derivative instruments that are not reflected in Total Investments, such as futures, forwards, swaps, and written options contracts, which are valued based on fair value as discussed above.

The Fund uses closing prices for derivatives included in Level 1, which are traded either on exchanges or liquid over-the counter markets. Derivative assets and liabilities included in Level 2 primarily represent interest rate swaps, cross-currency swaps and foreign currency and

commodity forward and option contracts. Derivative assets and liabilities included in Level 3 primarily represent interest rate products that contain embedded optionality or prepayment features.

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. Fair value determinations are required for securities whose value is affected by a significant event that will materially affect the value of a domestic or foreign security and which occurs subsequent to the time of the close of the principal market on which such domestic or foreign security trades but prior to the calculation of the Fund’s NAV.

The following table presents the Fund’s investments measured at fair value on a recurring basis at June 30, 2011:

Investments	Level 1		Level 2		Level 3		Total
Investments in Securities†
Common Stock	$	12,936,263	$	110,241	$	—	$	13,046,504
Preferred Stock		234,661		—		—		234,661
Other Investments		—		10,452		—		10,452
Short-Term Investments		281,415		—		—		281,415
Total Investments in Securities	$	13,452,339	$	120,693	$	—	$	13,573,032

^†  See Schedule of Investments for Industry Classification.

There were no significant transfers between the fair value levels. Transfers between fair value levels are considered to occur at the beginning of the period.

4. Derivatives Transactions

Shown below are the derivative contracts entered into by the Fund, summarized by primary risk exposure as they

appear on the Statement of Operations, all of which are not accounted for as hedging instruments under FASB Accounting Standards Codification (“ASC”) No. 815 Derivatives and Hedging as of June 30, 2011.

Shown below are the effects of derivative instruments on the Fund’s Statements of Operations, summarized by primary risk exposure all of which are not accounted for as hedging instruments under ASC 815.

Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Operations	Total Notional Amount of Futures Contracts Purchased/(Sold) ($)		Realized Gain or (Loss) on Derivatives Recognized in Income ($)			Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized in Income ($)
Equity Contracts	Realized gain/(loss) on Futures, Increase/(decrease) in unrealized appreciation/ (depreciation) on Futures		2,211,457/ (2,504,280)		(10,505	)		(440	)

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments and Net Assets section of the Statement of Assets and Liabilities. Only the current day’s variation margin is reported within the Assets & Liabilities sections of the Statement of Assets and Liabilities.

17

Notes to Financial Statements June 30, 2011 (unaudited)

5. Line of Credit

The Company shares a revolving credit facility of up to $150 million with a number of its affiliates. The credit facility is with its custodian bank, State Street Bank and Trust Company (“State Street”). The revolving credit facility requires the payment of a commitment fee equal to 0.125% per annum on the daily unused portion of the credit facility, payable quarterly. The portion borne by the Funds generally is borne proportionally based upon net assets. In addition, the Company has a $100 million uncommitted, unsecured line of credit with State Street. Generally, borrowings under the credit facilities would accrue interest at the Federal Funds Rate plus 50 basis points and would be borne by the borrowing Fund. The maximum amount allowed to be borrowed by any one Fund is the lesser of (i) 10% of its total assets, or (ii) 20% of its net assets. The credit facilities were not utilized by the Fund during the six month period ended June 30, 2011.

6. Fees and Compensation Paid to Affiliates

GEAM, a registered investment adviser, was retained by the Company’s Board of Directors effective May 1, 1997 to act as investment adviser and administrator of the Fund. Compensation of GEAM for investment advisory and administrative services is paid monthly based on the average daily net assets of the Fund. The advisory and administrative fee is stated in the following schedule:

Annualized based on average daily net assets
Average Daily Net Assets of Fund	Advisory and Administration Fees
First $100 million	1.00%
Next $100 million	0.95%
Over $200 million	0.90%

GEAM has entered into a contractual arrangement with the Company to limit the management fee charged to the Fund to 0.80% of the average daily net assets of the Fund (the “Management Fee Waiver Agreement”). Unless terminated or amended, the Management Fee Waiver Agreement will continue until April 30, 2012. The fee waiver will terminate automatically if the management agreement terminates. The Management Fee Limitation Agreement can only be changed or terminated with the approval of the Company’s Board of Directors.

GEAM waives a portion of the Fund’s management fee in the amount equal to the management fee earned by GEAM with respect to the Fund’s Investment in the GE Institutional Money Market Fund.

Distribution and Service (12b-1) Fees The Company has adopted a Distribution and Service (12b-1) Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act with respect to Class 4 shares of the Fund. Under the Plan, the Fund may compensate GE Investment Distributors, Inc. (“GEID”), a wholly-owned subsidiary of GEAM and the Fund’s principal distributor, for certain sales services provided by GEID or other broker dealers and investor services provided by GEID or other service providers relating to the Fund’s Class 4 shares, including services to owners or prospective owners of variable contracts issued by insurance companies that offer such share class as an investment option. The amount of compensation paid under the Plan by the Fund’s Class 4 shares may not exceed 0.45% of the average daily net assets of the Fund attributable to such share class. The Plan continues in effect from year to year for so long as such continuance is approved annually by the Board of Directors, including by those directors who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to it.

Directors’ Compensation The Fund pays no compensation to its directors who are officers or employees of GEAM or its affiliates. Directors who are not such officers or employees also serve in a similar capacity for other funds advised by GEAM. Compensation paid to unaffiliated directors are reflected on the Statement of Operations. These fees are allocated pro rata across all of the mutual fund platforms and share classes served by the directors, including the Fund, and are based upon the relative net assets of each fund within such platforms.

7. Investment Transactions

Purchases and Sales of Securities The cost of purchases and the proceeds from sales of investments, other than short-term securities and options, for the period ended June 30, 2011 were as follows:

Non U.S. Government Securities
Purchases	Sales
$2,979,305	$4,884,028

8. Income Taxes

The Fund is subject to ASC 740, Income Taxes. ASC 740 provides guidance for financial accounting and reporting for the effects of income taxes that result from an entity’s activities during the year. ASC 740 also provides guidance regarding how certain uncertain tax positions should be

18

Notes to Financial Statements June 30, 2011 (unaudited)

recognized, measured, presented and disclosed in the financial statements. ASC 740 requires evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more likely than not” of being sustained

by the applicable tax authority. There are no adjustments to the Fund’s net assets required under ASC 740. The Fund’s 2007, 2008, 2009 and 2010 fiscal years tax returns are still open to examination by the Federal and applicable state tax authorities.

At June 30, 2011, information on the tax cost of investments was as follows:

Cost of Investment for Tax Purposes	Gross Tax		Net Tax Appreciation/ (Depreciation)
	Appreciation	Depreciation
$13,691,536	$198,473	$(316,977)	$(118,504)

As of December 31, 2010, the Fund has capital loss carryovers as indicated below. Capital loss carryovers are available to offset future realized capital gains to the extent provided in the Internal Revenue Code and regulations thereunder. To the extent that these carryover losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.

As of December 31, 2010, the Fund has capital loss carryovers as follows:

Amount	Expires
$5,547,226	12/31/2017
1,229,692	12/31/2018

These amounts will be available to offset future taxable capital gains. Under the recently enacted Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

Any net capital and currency losses incurred after October 31, within the Fund’s tax year, are deemed to arise on the first day of the Fund’s next tax year if the Fund so elects to defer such losses.

The Fund did not defer any post-October losses for the year ended December 31, 2010.

The tax composition of distributions paid during the years ended December 31, 2010 and December 31, 2009 were as follows:

	Ordinary Income		Long-Term Capital Gains		Total
2010	$	113,014	$	—	$	113,014
2009		294,001		—		294,001

Distributions to Shareholders The Fund declares and pays any dividends from net investment income annually. The Fund declares and pays any net realized capital gains in excess of capital loss carryforwards distributions annually. The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences include (but are not limited to) futures, treatment of realized gains and losses on foreign currency contracts, investments organized as partnerships for tax purposes, and losses deferred due to wash sale transactions. Reclassifications due to permanent book/tax differences are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on the net asset value of the Fund. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments.

The reclassifications for the year ended December 31, 2010 were as follows:

Undistributed Net Investment Income	Accumulated Net Realized (Loss)	Paid In Capital
$13,864	$(20,317)	$6,453

19

Notes to Financial Statements June 30, 2011 (unaudited)

9. Significant Transaction

Effective April 30, 2011 the Fund closed Class 4 shares. A full redemption was made by investors in the share class at the closing net asset value.

20

Special Meeting of Shareholders — Voting Results (unaudited)

On April 1, 2011, the GE Investments Funds, Inc. (the “Company”) held a special meeting of shareholders of each series portfolio of the Company, including shareholders of the International Equity Fund (the “Fund”). Shareholders of record on January 28, 2011 were entitled to vote on the proposals. For each proposal, except Proposal 1, shareholders voted on a fund-by-fund basis. For Proposal 1, shareholders of all funds voted together and not by fund or share class. At the meeting, all proposals were approved by the Fund and the following votes were recorded:

Proposal 1:

Election of Mr. R. Sheldon Johnson and Mr. Matthew J. Simpson as Directors to the Board of Directors of the Company.

Company votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		451,517,094.582		90.054	%		96.126	%
Abstain		18,195,810.391		3.629	%		3.874	%
Total		469,712,904.973		93.683	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		451,949,730.789		90.140	%		96.218	%
Abstain		17,763,174.184		3.543	%		3.782	%
Total		469,712,904.973		93.683	%		100.000	%

Fund votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		27,583,972.353		96.357	%		98.799	%
Abstain		335,348.256		1.171	%		1.201	%
Total		27,919,320.609		97.528	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		27,511,947.513		96.105	%		98.541	%
Abstain		407,373.096		1.423	%		1.459	%
Total		27,919,320.609		97.528	%		100.000	%

Proposal 2:

Approval of the use of a “manager of managers” arrangement whereby GEAM, as the Fund’s investment adviser, under certain circumstances, will be able to hire and replace sub-advisers to the Fund without obtaining shareholder approval.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		23,866,598.795		83.371	%		85.484	%
Against		2,842,025.324		9.928	%		10.180	%
Abstain		1,210,696.490		4.229	%		4.336	%
Broker Non-votes		—		—			—
Total		27,919,320.609		97.528	%		100.000	%

21

Special Meeting of Shareholders — Voting Results (unaudited)

Proposal 3:

Approval of the following changes in certain of the Fund’s investment policies, as follows:

A. Amendment of the Fund’s investment policy on senior securities.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		24,583,563.403		85.876	%		88.052	%
Against		1,249,507.388		4.365	%		4.476	%
Abstain		2,086,249.818		7.287	%		7.472	%
Broker Non-votes		—		—			—
Total		27,919,320.609		97.528	%		100.000	%

C. Amendment of the Fund’s investment policy on making loans.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		24,146,048.468		84.347	%		86.485	%
Against		1,772,494.894		6.192	%		6.349	%
Abstain		2,000,777.247		6.989	%		7.166	%
Broker Non-votes		—		—			—
Total		27,919,320.609		97.528	%		100.000	%

D. Amendment of the Fund’s investment policy on borrowing.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		24,762,896.905		86.502	%		88.694	%
Against		1,120,181.103		3.913	%		4.013	%
Abstain		2,036,242.601		7.113	%		7.293	%
Broker Non-votes		—		—			—
Total		27,919,320.609		97.528	%		100.000	%

E. Amendment of the Fund’s investment policy on diversification.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		24,614,142.709		85.983	%		88.162	%
Against		1,304,400.653		4.556	%		4.672	%
Abstain		2,000,777.247		6.989	%		7.166	%
Broker Non-votes		—		—			—
Total		27,919,320.609		97.528	%		100.000	%

F. Amendment of the Fund’s investment policy on concentration of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		24,030,203.668		83.943	%		86.070	%
Against		1,759,937.817		6.148	%		6.304	%
Abstain		2,129,179.124		7.437	%		7.626	%
Broker Non-votes		—		—			—
Total		27,919,320.609		97.528	%		100.000	%

22

Special Meeting of Shareholders — Voting Results (unaudited)

G. Amendment of the Fund’s investment policy on investments in commodities and its reclassification from a non-fundamental policy to a fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		23,844,691.230		83.295	%		85.406	%
Against		1,945,450.255		6.796	%		6.968	%
Abstain		2,129,179.124		7.437	%		7.626	%
Broker Non-votes		—		—			—
Total		27,919,320.609		97.528	%		100.000	%

H. Amendment of the Fund’s fundamental investment policy on illiquid investments and its reclassification from a fundamental policy to a non-fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		23,797,095.824		83.129	%		85.235	%
Against		1,993,045.661		6.962	%		7.139	%
Abstain		2,129,179.124		7.437	%		7.626	%
Broker Non-votes		—		—			—
Total		27,919,320.609		97.528	%		100.000	%

I. Elimination of the Fund’s investment policy on mortgaging, pledging and hypothecating of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		24,116,690.158		84.245	%		86.380	%
Against		1,899,885.980		6.637	%		6.805	%
Abstain		1,902,744.471		6.646	%		6.815	%
Broker Non-votes		—		—			—
Total		27,919,320.609		97.528	%		100.000	%

J. Amendment of the Fund’s investment policy on real estate investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		24,176,521.011		84.454	%		86.594	%
Against		1,840,055.127		6.428	%		6.591	%
Abstain		1,902,744.471		6.646	%		6.815	%
Broker Non-votes		—		—			—
Total		27,919,320.609		97.528	%		100.000	%

23

Additional Information (unaudited)

Information about Directors and Executive Officers:

The business and affairs of the Funds are managed under the direction of the Funds’ Board of Directors. Information pertaining to the Directors and officers of the Funds is set forth below.

Interested Directors and Executive Officers

Michael J. Cosgrove

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    62

Position(s) Held with Fund    Chairman of the Board and President

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    President and Chief Executive Officer – Mutual Funds and Intermediary Business at GEAM since March 2007; Executive Vice President of GEAM from February 1997 to March 2007; Vice President, GE Capital Corporation, an indirect wholly-owned subsidiary of GE, since December 1999; Executive Vice President – Mutual Funds of GEAM, a wholly-owned subsidiary of GE that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, since March 1993; President and Director of GE Investment Distributors, Inc., since June 2011. Director of GEAM since 1988.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Chairman of the Board and President of GE Institutional Funds since 1997; Trustee of Elfun Funds, GE Savings & Security Funds, General Relief and Loan Fund and General Electric Pension Trust since 1988; Trustee of Fordham University from 2002 to June 30, 2010 and since July 2011; Trustee of GE Volunteers since 1993; Director of GE Foundation; Director, GE Asset Management (Ireland) Limited, since February 1999, GE Asset Management Funds Plc since 1998, GE Asset Management Canada Company since 1998, GE Asset Management Limited since 1998 and GEAM since 1988; Chairman of the Board and President of GE Funds from 1993 to February 2011.

Matthew J. Simpson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    50

Position(s) Held with Fund    Director and Executive Vice President

Term of Office and Length of Time Served    Until successor is elected and qualified – 3 years

Principal Occupation(s) During Past 5 years    Executive Vice President, General Counsel and Secretary of GEAM since July 2007; Senior Vice President and General Counsel – Marketing and Client Services (formerly Asset Management Services) at GEAM and Senior Vice President and General Counsel of GE Asset Management Services from February 1997 to July 2007; Vice President and Associate General Counsel of GEAM from October 1992 to February 1997; Secretary of GE Funds from 1993 to July 2007 and Vice President from September 2003 to July 2007; Secretary of GE Institutional Funds and GE Investments Funds, Inc. from 1997 to July 2007; Secretary of Elfun Funds and GE Savings & Security Funds since July 2007; Assistant Secretary of Elfun Funds and GE Savings & Security Funds from 1998 to July 2007 and Vice President from October 2003 to July 2007.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Trustee of Elfun Funds, GE Savings & Security Funds and General Electric Pension Trust since July 2007; Trustee of GE Institutional Funds since April 2011 and Trustee of GE Funds from July 2007 to February 2011.

24

Additional Information (unaudited)

Joon Won Choe

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    41

Position(s) Held with Fund    Vice President & Secretary

Term of Office and Length of Time Served    Until successor is elected and qualified – Vice President and Secretary – less than 1 year

Principal Occupation(s) During Past 5 years    Senior Vice President and Deputy General Counsel at GEAM since March 2011; Senior Vice President and Associate General Counsel at GEAM from June 2010 to March 2011; Vice President and Associate General Counsel at GEAM from November 2005 to June 2010; Vice President and Secretary of GE Institutional Funds and GE Investments Funds, Inc. since September 2010; Vice President and Assistant Secretary of Elfun Funds and GE Savings & Security Funds since September 2010.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Robert Herlihy

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    43

Position(s) Held with Fund    Chief Compliance Officer

Term of Office and Length of Time Served    Until successor is elected and qualified — 5 years

Principal Occupation(s) During Past 5 years    Chief Compliance Officer of GEAM, GE Institutional Funds, Elfun Funds, and GE Savings and Security Funds since July 2005; Chief Compliance Officer of GE Funds from July 2005 to February 2011; and Manager of Fund Administration at GEAM from 2002 – 2005.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Arthur A. Jensen

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    44

Position(s) Held with Fund    Treasurer

Term of Office and Length of Time Served    Until successor is elected and qualified – less than 1 year

Principal Occupations(s) During Past 5 Years    Treasurer of GE Institutional Funds, Elfun Funds and GE Savings and Security Funds since June 2011; Mutual Funds Controller of GEAM since April 2011; Senior Vice President at Citigroup from 2008 to 2010 and Vice President at JPMorgan from 2005 to 2008.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

25

Additional Information (unaudited)

Non-Interested Directors

John R. Costantino

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    65

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    General Partner, NGN Capital LLC since 2006; Managing Director, Vice President of Walden Capital Management since 1996.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Director of GE Institutional Funds since 1997; Trustee of Fordham University from 1989-1995 and 2001-2007 and Trustee Emeritus since 2007; Trustee of Neuroscience Research Institute since 1986; Trustee of GE Funds from 1993 to February 2011; Trustee of Gregorian University Foundation from 1992-2007; Director of Artes Medical from 2006-2008.

R. Sheldon Johnson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    64

Positions(s) Held with Fund    Director

Term of office and Length of Time served    Unit Successor is elected and qualified – less than 1 year.

Principal Occupation(s) During Past 5 years    Managing Director at Morgan Stanley & Co.,Inc. from 1988 to 2006; Head of Global Institutional Equity Sales and Marketing at Morgan Stanley & Co., Inc. from 2002 to 2006.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since April 2011 and Trustee of St. Lawrence University since 2003.

Robert P. Quinn

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    75

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    Retired since 1983 from Salomon Brothers Inc.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since 1997; Trustee of St. Francis Hospital since 1980; and Trustee of GE Funds from 1993 to February 2011.

The Statement of Additional Information for the Funds includes additional information about the Directors and Officers and is available, without charge, upon request by calling 1-800-242-0134.

26

Investment Team (unaudited)

Investment Adviser and Administrator

GE Asset Management Incorporated

Board of Directors

Michael J. Cosgrove, Chairman

John R. Costantino

R. Sheldon Johnson*

Robert P. Quinn

Matthew J. Simpson

Secretary

Joon Won Choe

Assistant Secretary

Michelle Matzelle

Treasurer

Arthur A. Jensen (effective June 6, 2011)

Assistant Treasurer

Casey Yantosca

Distributor

GE Investment Distributors, Inc.

Member FINRA and SIPC

Custodian

State Street Bank & Trust Company

Officers of the Investment Adviser

Dmitri Stockton, President and Chief Executive Officer (since May 2011)†

Cheryl H. Beacock, Senior Vice President, Human Resources

George A. Bicher, Chief Risk Officer

Paul M. Colonna, President and Chief Investment Officer – Fixed Income Investments

Michael J. Cosgrove, President and Chief Executive

Officer – Mutual Funds & Intermediary Business

Ralph R. Layman, President and Chief Investment Officer – Public Equity Investments

Maureen B. Mitchell, President – Institutional Sales and Marketing

Matthew J. Simpson, Executive Vice President, General Counsel and Secretary

Don W. Torey, President – Alternative Investments

John J. Walker, Executive Vice President, Chief Operating Officer

David Wiederecht, President and Chief Investment Officer – Investment Strategies

Tracie A. Winbigler, Executive Vice President, Chief Financial Officer (since January 2011)

* Mr. Johnson was elected as a Director of the Funds effective April 1, 2011.

† Effective May 1, 2011, Mr. Stockton replaced James W. Ireland as President and Chief Executive Officer.

At GE Asset Management, we’re dedicated to providing the investment options you’ll need to tailor your financial portfolio to every stage of your life. Each member of the GE Family of Funds is managed according to the same principles of integrity and quality that have guided GE over the past century, and have made it the world-class company that it is today. Each fund draws strength from a heritage of investment management experience that spans more than 80 years. Whether you’re creating a new investment portfolio or adding to an established one, the GE Family of Funds offers an array of professionally managed investment options that will help you meet a lifetime of financial needs.

27

Investment Adviser

GE Asset Management Incorporated

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

Distributor

GE Investment Distributors, Inc.

member FINRA and SIPC

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities is available without charge (i) upon request, by calling 1-800-493-3042; (ii) on the Fund’s website at http://www.geam.com; and (iii) on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC—information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at http://www.geam.com; and (ii) on the Commission’s website at http://www.sec.gov.

GE Investments Funds, Inc.

Income Fund Letter from the Chairman

Michael J. Cosgrove
Chairman,

GE Investments Funds, Inc.

Dear Shareholder:

Attached is the semi-annual report for GE Investments Funds, Inc. — Income Fund (the “Fund”) for the six-month period ended June 30, 2011. The report contains information about the performance of the Fund and other fund-specific data, along with portfolio manager commentary. We have provided

you with an overview of the investment markets, along with our investment outlook for the coming months.

Market Overview

Most major equity indices posted positive returns in the six-month period ended June 30, 2011, despite geopolitical tensions in the Middle East and North Africa, a devastating earthquake in Japan, ongoing concerns about unresolved sovereign debt issues in peripheral Europe and elevated inflation in emerging markets. Volatility increased in May and June, however, as some measures of global economic activity weakened and uncertainties over Greece’s ability to finance and service its debt rattled the financial markets. In the U.S., concerns over the end of quantitative easing by the Federal Reserve and political wrangling over the government debt ceiling further contributed to a challenging environment. The increase in risk aversion benefited the fixed income markets as many investors sought out safer investments. Toward the end of June, the Greek Parliament passed austerity measures that seemed to calm the markets and opened the way for the next round of financing from the European Central Bank and the International Monetary Fund.

Against this backdrop, financial markets posted positive results for the six- and 12-month periods ended June 30, 2011 as represented by the index returns in the below chart.

Total Returns (%) as of June 30, 2011	6-month		12-month
U.S. equities (S&P 500 Index)		6.0		30.7
Global equities (MSCI World Index)		5.3		30.5
International equities (MSCI EAFE Index)		5.0		30.4
Small-cap U.S. equities (Russell 2000 Index)		6.2		37.4
Mid-cap U.S. equities (Russell Mid Cap Index)		8.1		38.5
U.S. fixed income (Barclays Capital U.S. Aggregate Bond Index)		2.7		3.9
U.S. short-term government fixed income (Barclays Capital 1-3 Year U.S. Government Bond Index)		0.9		1.4

Outlook

We remain constructive on the prospects for healthy global growth, although it may be at a slower pace than originally anticipated. Central banks in the U.S. and Europe remain accommodative and supply chain issues in Japan appear to have abated. There are also signs that inflation may be peaking in emerging markets as commodity prices have eased in recent months. Corporate balance sheets remain healthy and fundamentals remain intact, in our view. We believe that valuations for equities are not stretched and remain below historical averages while equity risk premiums are still high–offering the possibility for further gains. We expect that the financial markets are likely to remain volatile due to outstanding sovereign debt issues, but believe that returns are biased to the upside in the second half of the year.

Thank you for investing with GE Investments Funds.

Sincerely,

Michael J. Cosgrove

Chairman, GE Investments Funds, Inc.

July 2011

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

Income Fund Letter from the Chairman  (Continued)

Mike Cosgrove is President and Chief Executive Officer – Mutual Funds and Intermediary Business at GE Asset Management Incorporated (“GEAM”). In addition to the GE Investments Funds, he is also Chairman of the Board and President of GE Institutional Funds and Director and President of GEAM’s broker-dealer which serves as underwriter and distributor for the GE Investments Funds. Mr. Cosgrove serves as a Trustee of the GE Savings & Security Funds, the GE Foundation, and the GE Pension Trust. He also serves on the Board of Directors of the Skin Cancer Foundation and is a Trustee of Fordham University. Previously Chief Financial Officer of GE Asset Management and Assistant Treasurer – GE Company, Mr. Cosgrove joined GE in 1970 and held a number of managerial positions in finance and sales in the International Operation and the GE Trading Company. He received a BS in Economics from Fordham University and an MBA from St. John’s University.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc.

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

Income Fund

Semi-Annual Report

June 30, 2011

GE Investments Funds, Inc.

Income Fund Contents

Notes to Performance	1
Manager Review and Schedule of Investments	2
Notes to Schedule of Investments	14
Financial Statements
Financial Highlights	15
Statement of Assets and Liabilities	16
Statement of Operations	17
Statements of Changes in Net Assets	18
Notes to Financial Statements	19
Special Meeting of Shareholders — Voting Results	26
Additional Information	29
Investment Team	32

This report is prepared for Policyholders of certain variable contracts and may be distributed to others only if preceded or accompanied by the variable contract’s current prospectus and the current prospectus of the Fund available for investments thereunder.

Notes to Performance June 30, 2011 (unaudited)

The information provided on the performance pages relates to the GE Investments Income Fund (the “Fund”) and is unaudited.

Total returns take into account changes in share price and assume reinvestment of dividends and capital gains distributions, if any. Total returns shown are net of Fund fees and expenses but do not reflect fees and charges associated with the variable contracts such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the Fund’s total returns for all periods shown.

The performance data quoted represents past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Periods less than one year are not annualized. Please call toll-free 800-493-3042 or visit the Fund’s website at http://www.geam.com for the most recent month-end performance data.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. An investment in the Fund is subject to risk, including possible loss of principal invested.

The Barclays Capital U.S. Aggregate Bond Index is a market value-weighted unmanaged index of taxable investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. This index is designed to represent the performance of the U.S. investment-grade first rate bond market. The results shown for the foregoing index assume the reinvestment of net dividends or interest. They do not reflect the actual cost of investing in the instruments that comprise the index.

The peer universe of the underlying annuity funds used for the peer group average annual total return calculation is based on the blend of Morningstar peer categories, as shown. Morningstar is an independent mutual fund rating service. A Fund’s performance may be compared to or ranked within a universe of mutual funds with investment objectives and policies similar but not necessarily identical to that of the Fund.

^©2011 Morningstar, Inc. All Rights Reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damage or losses relating from any use of this information. Past performance is no guarantee of future results.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc. and a wholly owned subsidiary of GE Asset Management Incorporated, the investment adviser of the Fund.

1

Income Fund (unaudited)

Paul M. Colonna

President and Chief Investment Officer

The Income Fund is managed by a team of portfolio managers that includes Paul M. Colonna, William M. Healey, Mark H. Johnson and Vita Marie Pike. As lead portfolio manager for the Income Fund, Mr. Colonna is vested with oversight authority. Each portfolio manager is assigned a class of assets, the size of which are determined by team consensus and adjusted on a monthly basis, if necessary. Although each portfolio manager manages his or her asset class independent of the other team members, the team is highly collaborative and communicative.

Paul M. Colonna is the President and Chief Investment Officer — Fixed Income and a Director at GE Asset Management. Since January 2005, he has led the team of portfolio managers for the Fund and became President-Fixed Income in March 2007. Prior to joining GE Asset Management in February 2000, Mr. Colonna was a senior portfolio manager with the Federal Home Loan Mortgage Corporation, overseeing the Mortgage Investment Group.

William M. Healey is a Senior Vice President of GE Asset Management. He has served on the portfolio management team for the Income Fund since September 1997. Prior to joining GE Asset Management, Mr. Healey spent over 10 years in the fixed income group at MetLife.

Mark H. Johnson is a Senior Vice President of GE Asset Management and senior portfolio manager of structured products. He has been a member of the portfolio management team for the Fund since September 2007. Mr. Johnson joined GE Company (GE) in 1998 in its Employers Reinsurance Corporation as a taxable income portfolio manager. Mr. Johnson joined GE Asset Management as a Vice President and portfolio manager in 2002 and became a Senior Vice President and senior portfolio manager of structured products in 2007.

Vita Marie Pike is a Senior Vice President of GE Asset Management. She has served on the portfolio management team for the Fund since June 2004. Prior to joining GE Asset Management in January 2001, she was with Alliance Capital for over nine years serving in a number of different capacities including portfolio manager.

Q. How did the Income Fund perform compared to its benchmark and Morningstar peer group for the six-month period ended June 30, 2011?

A. For the six-month period ended June 30, 2011, the Income Fund returned 3.08% for Class 1 shares. The Barclays Capital U.S. Aggregate Bond Index, the Fund’s benchmark, returned 2.72% and the Fund’s Morningstar peer group of 211 U.S. Insurance Intermediate-Term Bond funds returned an average of 2.83% over the same period.

Q. What market factors affected Fund performance?

A. The path of interest rates was a key driver affecting the Fund’s performance over the six-month period ending June 30, 2011. The U.S. Treasury 10-year note yield began the year at roughly 3.3% and traded up above 3.7% early in the period as economic activity trended higher and the recovery looked to be on firmer footing. Turmoil in the Middle East and the tragic disasters in Japan, however, caused a flight to safety in February pushing Treasury yields lower. The flight to safety continued in the second quarter as attention focused on the Greek debt crisis. Coupled with slowing economic activity, the 10-year note traded down to roughly 2.85% in late June before going back up to 3.16% after poor auctions of 2, 5 and 7 year maturities. While Treasury yields moved up and then down, credit spreads tightened earlier in the period then widened later, with more volatility coming in lower quality high yield and emerging market debt. Commercial mortgage-backed security yield spreads also experienced widening in the second quarter as well.

Q. What were the primary drivers of Fund performance?

A. The primary drivers of the Fund’s positive relative performance were duration positioning, sector allocation and security selection. The Fund benefited from its

2

(unaudited)

overweight position in commercial mortgage-backed securities (MBS) and allocations to high yield and emerging market debt as each of those sectors outperformed U.S. Treasuries during the period. Security selection within the residential MBS holdings, particularly in interest only and inverse interest only securities, added return in the first quarter as those investments richened in the slow prepayment environment. Although the long duration positioning was a slight drag to performance in the first quarter, the large decline in interest rates in May generated a strong positive impact in the second quarter.

Q. How was the Fund positioned at the end of the period?

A. We believe slow economic activity should keep rates low over the near-term, with peripheral Europe still able to cause another flight to safety. A risk to this position may be a complete breakdown of budget deficit reduction talks resulting in no extension of the debt ceiling on August 2^nd and a government shutdown. At this time, we do not foresee this as a high probability scenario. We began reducing the exposure to investment grade credit earlier this year and still maintained an underweight position as of June 30, seeing better relative value in other sectors. Within this asset class, the Fund ended the period overweight in the Communications, Insurance and Electric Utilities sectors, and underweight in the Non-Corporate sector. With the recent cheapening in commercial MBS, we began increasing the overweight to this sector emphasizing AAA-rated securities with strong underlying properties.

As we did with investment grade credit, we reduced the exposure to high yield earlier this year to roughly 4% in anticipation of a spread widening. After the spread widening in May and June, we gradually increased our high yield exposure to near 5% at the end of June. We continue to invest in bonds rated B and BB, while generally avoiding lower quality issuers. We still believe there is relative value in emerging market debt. In general, we are cautiously optimistic on spread sectors going forward with room in the Fund to add exposure should valuations cheapen further.

3

Income Fund (unaudited)

Understanding Your Fund’s Expenses

As a shareholder of the Fund you incur ongoing costs. Ongoing costs include portfolio management fees, distribution and services fees, professional fees, administrative fees and other Fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended June 30, 2011.

Actual Expenses

The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value

divided by $1,000 = 8.6), then multiply the result by the number given for your class under the heading “Expenses paid during period.”

Hypothetical Example for Comparison Purposes

The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholders reports of other funds.

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transaction costs, such as sales charges or redemption fees, if any. Additionally, the expenses shown do not reflect the fees or charges associated with variable contracts through which shares of the Fund are offered.

January 1, 2011 – June 30, 2011

	Account value at the beginning of the  period ($)		Account value at the end of the period ($)		Expenses paid during the period ($)*
Actual Fund Return**
Class 1		1,000.00		1,030.77		4.38
Hypothetical 5% Return (2.5% for the period)
Class 1		1,000.00		1,020.27		4.36

* Expenses are equal to the Fund’s annualized expense ratio of 0.87% for Class 1 shares (for the period January 1, 2011—June 30, 2011), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

** Actual Fund Return for the six-month period ended June 30, 2011 was 3.08% for Class 1 shares. Past performance does not guarantee future results.

4

Income Fund (unaudited)

Investment Profile

A mutual fund designed for investors who seek maximum income consistent with prudent investment management and the preservation of capital. The Fund seeks its objective by investing at least 80% of its net assets under normal circumstances in debt securities.

Morningstar Performance Comparison

Based on average annual returns for periods ended June 30, 2011

	Six Months**		One Year		Five Year		Ten Year
Number of Funds in peer group:		211		209		184		150
Peer group average annual total return:		2.83%		5.10%		5.85%		5.25%
Morningstar category in peer group: U.S. Insurance Intermediate-Term Bond

Sector Allocation

as a % of Fair Value^(b) of $54,834 (in thousands) on June 30, 2011^(a)(b)

Quality Ratings

as of June 30, 2011 (as a % of Fair Value)^(a)(b)

Moody’s / S&P*	Percentage of Fair Value
Aaa / AAA	57.38%
Aa / AA	1.00%
A / A	14.95%
Baa / BBB	16.95%
Ba / BB and lower	9.34%
NR/ Others	0.38%
	100.00%

Change in Value of a $10,000 Investment

Class 1 Shares

Average Annual Total Return

for the Periods Ended June 30, 2011

Class 1 Shares (Inception date: 1/3/95)

	Six Months**		One Year		Five Year		Ten Year		Ending value of a $10,000 investment
Income Fund		3.08%		6.66%		4.51%		4.47%	$	15,484
Barclays Capital U.S. Aggregate Bond Index		2.72%		3.90%		6.52%		5.75%	$	17,481

(a) The securities information regarding holdings, allocations and other characteristics is presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security.

(b) Fair value basis is inclusive of Short-Term Investment in the GE Institutional Money Market Fund.

* Moody's Investors Services Inc and Standard & Poor's are nationally recognized statistical rating organizations.

** Total returns for the six month period ended June 30, 2011 are not annualized.

See Notes to Performance on page 1 for further information, including an explanation of Morningstar peer categories.

Past performance does not predict future performance and the graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares and does not reflect the fees or charges that would be associated with variable contracts through which shares of the Fund are offered.

5

Income Fund

Schedule of Investments June 30, 2011 (unaudited)

Income Fund

		Principal Amount		Fair Value
Bonds and Notes — 91.5%†
U.S. Treasuries — 16.4%
U.S. Treasury Bonds
4.75%	02/15/41	$	2,927,100	$	3,111,417	(f)
U.S. Treasury Notes
0.63%	12/31/12 - 04/30/13		561,100		563,139	(c)
1.75%	05/31/16		257,000		257,401
2.00%	04/30/16		3,213,300		3,262,014
3.13%	05/15/21		1,391,800		1,387,889	(f)
					8,581,860
Agency Mortgage Backed — 30.8%
Federal Home Loan Mortgage Corp.
4.50%	06/01/33 - 02/01/41		621,506		643,244	(f)
5.00%	07/01/35 - 08/01/40		927,119		987,553	(f)
5.50%	05/01/20 - 01/01/38		266,831		292,072	(f)
6.00%	04/01/17 - 11/01/37		601,478		667,133	(f)
6.50%	02/01/29		292		331	(f)
7.00%	10/01/16 - 08/01/36		79,425		91,759	(f)
7.50%	09/01/12 - 09/01/33		15,564		18,099	(f)
8.00%	11/01/30		15,939		18,986	(f)
8.25%	06/01/26		60,000		80,155	(f,h)
8.50%	04/01/30 - 05/01/30		20,249		24,360	(f)
5.50%	TBA		180,000		194,428	(b)
Federal National Mortgage Assoc.
4.00%	05/01/19 - 06/01/19		117,445		124,278	(f)
4.50%	05/01/18 - 10/01/40		1,690,350		1,763,337	(f)
5.00%	03/01/34 - 11/01/40		1,411,494		1,504,465	(f)
5.32%	03/01/37		2,691		2,712	(g)
5.50%	12/01/13 - 01/01/39		1,783,427		1,940,124	(f)
5.53%	04/01/37		1,169		1,242	(g)
6.00%	06/01/14 - 05/01/38		1,793,564		1,987,768	(f)
6.50%	07/01/17 - 08/01/34		162,424		182,930	(f)
7.00%	03/01/15 - 02/01/34		61,573		69,765	(f)
7.50%	08/01/13 - 03/01/34		90,514		105,563	(f)
8.00%	12/01/12 - 11/01/33		65,147		76,357	(f)
8.50%	05/01/31		3,900		4,614	(f)
9.00%	04/01/16 - 12/01/22		7,927		8,763	(f)
4.50%	TBA		1,684,000		1,742,150	(b)
5.00%	TBA		547,000		586,828	(b)
Government National Mortgage Assoc.
2.13%	12/20/24		2,598		2,679	(f,g)
2.38%	02/20/23 - 02/20/26		9,083		9,400	(f,g)
4.50%	08/15/33 - 03/20/41		853,182		901,471	(f)
6.00%	04/15/27 - 09/15/36		283,356		317,626	(f)
6.50%	04/15/19 - 08/15/36		232,503		265,810	(f)
7.00%	03/15/12 - 10/15/36		141,466		164,599	(f)
7.50%	11/15/31 - 10/15/33		4,774		5,636	(f)
8.00%	12/15/29		2,598		2,757	(f)
8.50%	10/15/17		9,433		10,697	(f)
9.00%	11/15/16 - 12/15/21		26,359		29,967	(f)

		Principal Amount		Fair Value
4.50%	TBA	$	1,190,000	$	1,255,821	(b)
					16,085,479
Agency Collateralized Mortgage Obligations — 3.5%
Fannie Mae Whole Loan
0.98%	08/25/43		286,493		7,813	(e,f,l)
Federal Home Loan Mortgage Corp.
0.08%	09/25/43		1,085,466		9,692	(e,f,l)
Federal Home Loan Mortgage Corp. REMIC
5.00%	05/15/38		80,966		86,275
5.50%	04/15/17		18,735		377	(e,f,l)
6.41%	08/15/25		221,849		40,509	(e,g,l)
Federal Home Loan Mortgage Corp. REMIC (Class YQ)
5.00%	05/15/17		16,546		733	(e,f,l)
Federal Home Loan Mortgage Corp. REMIC (Series 1980) (Class 1980)
7.50%	07/15/27		7,279		1,435	(e,f,l)
Federal Home Loan Mortgage Corp. REMIC (Series 2631) (Class DI)
5.50%	06/15/33		159,890		33,481	(e,f,l)
Federal Home Loan Mortgage Corp. REMIC (Series 2643) (Class IM)
4.50%	03/15/18		118,333		9,364	(e,f,l)
Federal Home Loan Mortgage Corp. REMIC (Series 2645) (Class BI)
4.50%	02/15/18		17,830		1,185	(e,f,l)
Federal Home Loan Mortgage Corp. REMIC (Series 2647) (Class DI)
4.50%	10/15/16		4,370		35	(e,f,l)
Federal Home Loan Mortgage Corp. REMIC (Series 2722) (Class PI)
5.00%	06/15/28		7,402		146	(e,f,l)
Federal Home Loan Mortgage Corp. REMIC (Series 2763) (Class JI)
5.00%	10/15/18		74,240		6,060	(e,f,l)
Federal Home Loan Mortgage Corp. REMIC (Series 2781) (Class IC)
5.00%	11/15/17 - 05/15/18		60,262		3,370	(e,f,l)
Federal Home Loan Mortgage Corp. REMIC (Series 2795) (Class IC)
5.00%	07/15/17		10,696		262	(e,f,l)
Federal Home Loan Mortgage Corp. REMIC (Series 2852) (Class OJ)
0.00%	09/15/34		1,055		932	(c,d)
Federal Home Loan Mortgage Corp. STRIPS
8.00%	02/01/23 - 07/01/24		3,600		715	(e,f,l)
Federal Home Loan Mortgage Corp. STRIPS (Class IO)
5.00%	12/01/34		70,864		14,584	(e,f,l)
Federal Home Loan Mortgage STRIPS
5.06%	08/01/27		947		775	(c,d,f)
Federal National Mortgage Assoc. (Class 1IO2)
1.08%	11/25/33		125,760		5,109	(e,g,l)

See Notes to Schedule of Investments and Notes to Financial Statements.

6

Income Fund

Schedule of Investments June 30, 2011 (unaudited)

		Principal Amount		Fair Value
Federal National Mortgage Assoc. REMIC
5.00%	08/25/38	$	80,862	$	85,663
5.00%	09/25/40		274,386		46,351	(e,l)
5.81%	07/25/38		121,379		15,773	(e,l)
Federal National Mortgage Assoc. REMIC (Class 109J)
7.00%	09/25/20		494		541	(f)
Federal National Mortgage Assoc. REMIC (Class B)
3.36%	12/25/22		224		201	(c,d,f)
Federal National Mortgage Assoc. REMIC (Class BZ)
5.50%	01/25/33		167,401		184,125	(f)
Federal National Mortgage Assoc. REMIC (Class VZ)
5.00%	10/25/35		77,725		79,088
Federal National Mortgage Assoc. REMIC (Series 1992) (Class K)
8.00%	05/25/22		5		111	(e,f,l)
Federal National Mortgage Assoc. REMIC (Series 2003)
5.00%	08/25/17		38,156		1,926	(e,f,l)
7.31%	05/25/18		308,859		38,661	(e,f,l)
Federal National Mortgage Assoc. REMIC (Series 2003) (Class HI)
5.00%	10/25/22		36,539		2,869	(e,f,l)
Federal National Mortgage Assoc. REMIC (Series 2003) (Class IJ)
5.00%	02/25/32		109,228		11,496	(e,f,l)
Federal National Mortgage Assoc. REMIC (Series 2003) (Class IO)
1.22%	12/25/42		64,711		2,051	(e,f,l)
Federal National Mortgage Assoc. REMIC (Series 2003) (Class KI)
4.50%	05/25/18		10,318		336	(e,f,l)
Federal National Mortgage Assoc. REMIC (Series 2003) (Class SL)
16.20%	03/25/31		148,990		174,267	(f)
Federal National Mortgage Assoc. REMIC (Series 2008) (Class ZW)
5.00%	07/25/38		65,183		68,523
Federal National Mortgage Assoc. STRIPS
6.00%	01/01/35		51,750		9,049	(e,f,l)
Federal National Mortgage Assoc. STRIPS (Class 2)
4.50%	08/01/35		111,592		16,336	(e,f,l)
5.00%	03/25/38		85,639		16,258	(e,f,l)
5.50%	12/01/33		43,266		9,219	(e,f,l)
7.50%	11/01/23		22,088		3,821	(e,f,l)
8.00%	08/01/23 - 07/01/24		7,511		1,715	(e,f,l)
8.50%	07/25/22		337		64	(e,f,l)
9.00%	05/25/22		226		42	(e,f,l)
Federal National Mortgage Assoc. STRIPS (Series 354) (Class 1)
3.82%	12/01/34		161,831		139,574	(c,d,f)
Federal National Mortgage Assoc. STRIPS (Series 378) (Class 1)
4.50%	01/01/36		142,276		21,676	(e,f,l)

		Principal Amount		Fair Value
Federal National Mortgage Assoc. STRIPS (Series 387) (Class 1)
5.00%	05/25/38	$	82,709	$	15,942	(e,f,l)
Government National Mortgage Assoc.
4.50%	04/16/34 - 08/16/39		1,154,312		202,487	(e,l)
4.50%	11/20/39		107,859		105,164
5.00%	12/20/35		129,133		18,473	(e,l)
5.00%	10/20/37 - 09/20/38		372,764		69,775	(e,f,l)
5.96%	02/20/38		314,743		51,584	(e,g,l)
6.31%	01/16/39		382,681		64,834	(e,g,l)
6.41%	08/20/40		513,002		97,737	(e,g,l)
Government National Mortgage Assoc. (Class IC)
6.06%	04/16/37		147,399		28,652	(e,f,l)
Vendee Mortgage Trust
0.38%	04/15/40		452,572		9,776	(e,g,l)
0.58%	09/15/46		794,289		29,067	(e,g,l)
Vendee Mortgage Trust (Class IO)
0.85%	05/15/33		174,418		5,198	(e,f,g,l)
					1,851,277
Asset Backed — 1.8%
Bear Stearns Asset Backed Securities Trust (Class 2A2)
5.00%	02/25/36		379,344		361,677	(c,f)
Chase Funding Mortgage Loan Asset-Backed Certificates (Class IB)
5.75%	11/25/34		18,437		10,893	(k)
Chase Funding Mortgage Loan Asset-Backed Certificates (Class IIA2)
2.32%	02/25/33		18,289		17,029	(c,k)
Citicorp Residential Mortgage Securities Inc. (Series 2006) (Class A5)
6.04%	09/25/36		60,000		51,740
Countrywide Asset-Backed Certificates
1.05%	05/25/33		8,460		6,818	(f)
Mid-State Trust (Class A3)
7.54%	07/01/35		1,772		1,792	(k)
Popular ABS Mortgage Pass-Through Trust (Class AF4)
5.30%	11/25/35		50,000		42,342
Residential Asset Mortgage Products Inc. (Class A2)
6.62%	06/25/32		19,766		16,186	(c,k)
Residential Asset Securities Corp. (Series 2002) (Class AIIB)
24.68%	07/25/32		3,750		2,222	(c,k)
Saxon Asset Securities Trust
5.23%	08/25/35		440,794		413,567	(f)
					924,266
Corporate Notes — 29.6%
ABN Amro Bank N.V.
3.00%	01/31/14		200,000		204,308	(a)

See Notes to Schedule of Investments and Notes to Financial Statements.

7

Income Fund

Schedule of Investments June 30, 2011 (unaudited)

		Principal Amount		Fair Value
AES El Salvador Trust
6.75%	02/01/16	$	100,000	$	101,500	(a)
AES Panama S.A.
6.35%	12/21/16		40,000		43,000	(a)
Agilent Technologies Inc.
5.50%	09/14/15		34,000		37,649
Allergan Inc.
3.38%	09/15/20		125,000		119,892
Alliance One International Inc.
10.00%	07/15/16		95,000		91,675
Alpha Natural Resources Inc.
6.00%	06/01/19		21,000		20,947
Ameren Illinois Co.
9.75%	11/15/18		98,000		128,777
American International Group Inc.
5.85%	01/16/18		93,000		97,313
Amgen Inc.
2.30%	06/15/16		42,000		41,637
4.10%	06/15/21		59,000		58,534
5.65%	06/15/42		42,000		42,068
Amsted Industries Inc.
8.13%	03/15/18		74,000		77,700	(a)
Anadarko Petroleum Corp.
6.20%	03/15/40		129,000		130,741
6.95%	06/15/19		105,000		122,641
Anheuser-Busch InBev Worldwide Inc.
3.63%	04/15/15		96,000		101,565
5.38%	11/15/14		89,000		99,389
AON Corp.
3.13%	05/27/16		72,000		71,765
Applied Materials Inc.
2.65%	06/15/16		30,000		30,114
4.30%	06/15/21		60,000		60,200
5.85%	06/15/41		60,000		60,857
ArcelorMittal
3.75%	03/01/16		43,000		43,481
5.50%	03/01/21		151,000		151,236
Arch Coal Inc.
7.00%	06/15/19		52,000		51,870	(a)
Archer-Daniels-Midland Co.
5.77%	03/01/41		174,000		183,625
Arizona Public Service Co.
6.25%	08/01/16		165,000		188,648	(f)
AT&T Inc.
2.95%	05/15/16		90,000		91,151
4.45%	05/15/21		90,000		91,590
6.40%	05/15/38		146,000		156,609	(f)
6.70%	11/15/13		108,000		121,110	(f)
Banco de Credito del Peru
4.75%	03/16/16		32,000		31,680	(a)
Banco Mercantil del Norte S.A. (Series REGS)
6.14%	10/13/16		14,000		13,965	(g)
BanColombia S.A.
5.95%	06/03/21		100,000		101,500	(a)
6.13%	07/26/20		10,000		10,137
Bank of America Corp.
5.42%	03/15/17		300,000		306,047
5.63%	07/01/20		215,000		221,990

		Principal Amount		Fair Value
6.50%	08/01/16	$	105,000	$	117,102
Boise Paper Holdings LLC
8.00%	04/01/20		55,000		57,750
Bombardier Inc.
7.75%	03/15/20		52,000		58,500	(a,f)
BP Capital Markets PLC
3.13%	10/01/15		32,000		32,854
4.50%	10/01/20		32,000		32,633
Calpine Corp.
7.25%	10/15/17		25,000		25,375	(a)
Camden Property Trust (REIT)
4.88%	06/15/23		42,000		40,984
Capex S.A.
10.00%	03/10/18		11,000		10,807	(a)
Cargill Inc.
5.20%	01/22/13		162,000		172,242	(a,f)
6.00%	11/27/17		63,000		72,604	(a)
Caterpillar Inc.
3.90%	05/27/21		90,000		90,012
CCO Holdings LLC
7.88%	04/30/18		32,000		33,720
8.13%	04/30/20		40,000		43,200
Central American Bank for Economic Integration
5.38%	09/24/14		70,000		75,853	(a)
CenturyLink Inc.
5.15%	06/15/17		60,000		60,099
6.45%	06/15/21		60,000		59,314
CenturyLink Inc. (Series G)
6.88%	01/15/28		43,000		40,597
CFG Investment SAC
9.25%	12/19/13		100,000		102,500	(f)
Chesapeake Midstream Partners LP
5.88%	04/15/21		74,000		73,075	(a)
Chrysler Group LLC
8.00%	06/15/19		200,000		196,500	(a)
Chubb Corp.
6.38%	03/29/67		21,000		21,735	(g)
Cincinnati Bell Inc.
8.25%	10/15/17		122,000		122,610	(f)
Cinemark USA Inc.
7.38%	06/15/21		31,000		30,845	(a)
Citigroup Inc.
5.00%	09/15/14		171,000		179,201
5.13%	05/05/14		66,000		70,741	(f)
Consolidated Edison Company of New York Inc.
6.65%	04/01/19		74,000		88,520
Consolidated Edison Company of New York Inc. (Series 2008)
5.85%	04/01/18		45,000		51,620
Corp Nacional del Cobre de Chile
3.75%	11/04/20		100,000		95,007	(a)
5.63%	09/21/35		14,000		14,196	(a)
COX Communications Inc.
6.25%	06/01/18		83,000		95,063	(a)
Credit Suisse First Boston International for CJSC The EXIM of Ukraine
7.65%	09/07/11		100,000		101,000

See Notes to Schedule of Investments and Notes to Financial Statements.

8

Income Fund

Schedule of Investments June 30, 2011 (unaudited)

		Principal Amount		Fair Value
Crown Castle Towers LLC
4.88%	08/15/40	$	100,000	$	100,552	(a)
6.11%	01/15/40		66,000		72,014	(a)
CVS Caremark Corp.
3.25%	05/18/15		35,000		36,325
5.75%	06/01/17		38,000		42,681
Danaher Corp.
2.30%	06/23/16		60,000		59,952
3.90%	06/23/21		12,000		11,953
Denbury Resources Inc.
6.38%	08/15/21		45,000		45,000
8.25%	02/15/20		66,000		71,940
DirecTV Holdings LLC
3.55%	03/15/15		62,000		64,778
4.75%	10/01/14		70,000		76,624
Drummond Company Inc.
9.00%	10/15/14		67,000		70,517	(a)
Duke Realty LP (REIT)
6.50%	01/15/18		31,000		34,475
European Investment Bank
4.88%	01/17/17		200,000		226,629	(f)
Exelon Corp.
4.90%	06/15/15		70,000		75,267
Finansbank AS
5.50%	05/11/16		200,000		191,500	(a)
First Horizon National Corp.
5.38%	12/15/15		94,000		100,008
FPL Group Capital Inc.
2.60%	09/01/15		131,000		130,399
Fresenius Medical Care US Finance Inc.
5.75%	02/15/21		10,000		9,800	(a)
Frontier Communications Corp.
7.13%	03/15/19		53,000		54,325
Georgia-Pacific LLC
5.40%	11/01/20		35,000		35,670	(a)
Goldman Sachs Capital I
6.35%	02/15/34		64,000		60,522
Great Plains Energy Inc.
4.85%	06/01/21		60,000		60,192
Hanesbrands Inc.
6.38%	12/15/20		67,000		64,990
HCA Inc.
9.25%	11/15/16		74,000		78,533	(f)
HCP Inc. (REIT)
6.00%	01/30/17		53,000		58,361
Hewlett-Packard Co.
4.30%	06/01/21		120,000		121,173
HSBC Finance Corp.
6.68%	01/15/21		332,000		340,636	(a)
Huntington BancShares Inc.
7.00%	12/15/20		44,000		49,610
ING Bank N.V.
4.00%	03/15/16		200,000		202,408	(a)
Ingles Markets Inc.
8.88%	05/15/17		140,000		149,800
Intergas Finance BV
6.38%	05/14/17		100,000		107,125	(a,f)
Inversiones CMPC S.A.
4.75%	01/19/18		11,000		10,989	(a)

		Principal Amount		Fair Value
JP Morgan Chase Capital XXV (Series Y)
6.80%	10/01/37	$	33,000	$	32,641	(f)
JPMorgan Chase & Co.
3.15%	07/05/16		60,000		60,367
5.13%	09/15/14		20,000		21,613	(f)
KeyCorp.
5.10%	03/24/21		61,000		62,128
Korea Development Bank
3.25%	03/09/16		100,000		99,709
Kraft Foods Inc.
4.13%	02/09/16		64,000		68,435
5.38%	02/10/20		215,000		235,038	(f)
6.50%	02/09/40		63,000		69,979
Kreditanstalt fuer Wiederaufbau
3.50%	03/10/14		44,000		46,887	(f)
4.50%	07/16/18		85,000		94,108	(f)
Majapahit Holding BV
7.25%	10/17/11		100,000		101,500	(a,f)
Merrill Lynch & Company Inc.
6.88%	04/25/18		110,000		121,706	(f)
MetroPCS Wireless Inc.
6.63%	11/15/20		38,000		37,620
Midamerican Energy Holdings Co.
6.13%	04/01/36		115,000		123,842	(f)
Mylan Inc.
7.88%	07/15/20		64,000		70,240	(a,f)
NAK Naftogaz Ukraine
9.50%	09/30/14		100,000		109,625
National Agricultural Cooperative Federation
4.25%	01/28/16		100,000		102,426	(a)
National Power Corp.
4.51%	08/23/11		121,000		121,083	(g)
Nationwide Mutual Insurance Co.
7.88%	04/01/33		27,000		28,955	(a)
9.38%	08/15/39		12,000		14,888	(a)
News America Inc.
4.50%	02/15/21		106,000		104,612	(a)
6.65%	11/15/37		96,000		102,883
Nisource Finance Corp.
6.13%	03/01/22		62,000		68,305
Noble Holding International Ltd.
3.05%	03/01/16		92,000		92,805
NRG Energy Inc.
7.63%	05/15/19		80,000		79,600	(a)
Oglethorpe Power Corp.
5.38%	11/01/40		64,000		61,763
ONEOK Partners LP
6.13%	02/01/41		64,000		65,196
Pacific Gas & Electric Co.
5.80%	03/01/37		53,000		54,437
6.05%	03/01/34		34,000		35,952
Pacific Rubiales Energy Corp.
8.75%	11/10/16		100,000		112,750	(a)
PacifiCorp
6.25%	10/15/37		2,000		2,262
PAETEC Holding Corp.
8.88%	06/30/17		46,000		48,300

See Notes to Schedule of Investments and Notes to Financial Statements.

9

Income Fund

Schedule of Investments June 30, 2011 (unaudited)

		Principal Amount		Fair Value
Pemex Project Funding Master Trust
6.63%	06/15/35 - 06/15/38	$	32,000	$	33,621
Petrobras International Finance Co.
3.88%	01/27/16		56,000		57,026
Petroleos de Venezuela S.A.
0.00%	07/10/11		10,000		9,995	(c)
Petroleos Mexicanos
6.00%	03/05/20		30,000		32,925
8.00%	05/03/19		10,000		12,330
Philip Morris International Inc.
2.50%	05/16/16		120,000		120,179
Pioneer Natural Resources Co.
7.50%	01/15/20		58,000		65,355
Plains All American Pipeline LP
5.00%	02/01/21		63,000		64,061
Plains All American Pipeline LP Corp.
3.95%	09/15/15		68,000		71,326
Protective Life Corp.
8.45%	10/15/39		108,000		119,011
Prudential Financial Inc.
3.00%	05/12/16		60,000		59,471
5.38%	06/21/20		28,000		29,498
5.40%	06/13/35		40,000		36,643
5.63%	05/12/41		60,000		55,490
QVC Inc.
7.50%	10/01/19		78,000		82,680	(a)
RailAmerica Inc.
9.25%	07/01/17		76,000		83,410
Reinsurance Group of America Inc.
5.00%	06/01/21		90,000		89,040
Republic Services Inc.
5.25%	11/15/21		64,000		67,621
5.70%	05/15/41		38,000		37,096
Reynolds Group Issuer Inc.
8.50%	10/15/16		167,000		174,097	(a)
Roche Holdings Inc.
6.00%	03/01/19		76,000		87,564	(a)
Societe Generale
5.20%	04/15/21		100,000		98,206	(a)
Southern Copper Corp.
5.38%	04/16/20		86,000		88,090
6.75%	04/16/40		77,000		74,906
Teck Resources Ltd.
3.15%	01/15/17		30,000		30,019
4.75%	01/15/22		59,000		59,154
Teva Pharmaceutical Finance II BV
3.00%	06/15/15		132,000		135,829
Texas Instruments Inc.
2.38%	05/16/16		150,000		150,046
Textron Inc.
6.20%	03/15/15		82,000		90,984
The AES Corp.
8.00%	10/15/17		66,000		69,960
The Goldman Sachs Group Inc.
3.63%	02/07/16		111,000		112,205
3.70%	08/01/15		55,000		56,005
5.38%	03/15/20		30,000		30,979
6.00%	06/15/20		75,000		80,699
6.15%	04/01/18		167,000		181,753

		Principal Amount		Fair Value
6.75%	10/01/37		62,000		61,999
The Potomac Edison Co.
5.35%	11/15/14		95,000		104,343	(f)
The Williams companies Inc.
7.50%	01/15/31		12,000		13,724
Time Warner Cable Inc.
5.00%	02/01/20		40,000		41,558
6.75%	07/01/18		119,000		138,003
7.50%	04/01/14		31,000		35,714
Time Warner Inc.
3.15%	07/15/15		121,000		125,135
5.88%	11/15/16		83,000		94,873
6.20%	03/15/40		68,000		69,664
TNK-BP Finance S.A.
7.25%	02/02/20		15,000		16,575	(a)
Transocean Inc.
6.00%	03/15/18		20,000		22,144
6.80%	03/15/38		13,000		13,958
UBS AG
5.88%	07/15/16		100,000		109,691
UnitedHealth Group Inc.
5.80%	03/15/36		48,000		48,443
Verizon Communications Inc.
5.50%	02/15/18		56,000		62,282
6.40%	02/15/38		70,000		75,865
Visteon Corp.
6.75%	04/15/19		53,000		51,145	(a)
Weatherford International Ltd.
5.13%	09/15/20		60,000		61,261
Williams Partners LP
4.13%	11/15/20		30,000		28,797
Willis Group Holdings PLC
4.13%	03/15/16		61,000		62,192
Windstream Corp.
7.75%	10/01/21		53,000		55,385
7.88%	11/01/17		91,000		96,574	(f)
Woodside Finance Ltd.
4.50%	11/10/14		165,000		176,782	(a,f)
Wynn Las Vegas LLC
7.88%	05/01/20		50,000		54,500
XL Group PLC (Series E)
6.50%	12/29/49		75,000		68,813	(g)
Xstrata Finance Canada Ltd.
5.80%	11/15/16		92,873		104,008	(a,f)
					15,480,275
Non-Agency Collateralized Mortgage Obligations — 6.8%
Banc of America Commercial Mortgage Inc.
5.68%	07/10/46		60,000		59,625
5.73%	07/10/46		50,000		41,915
5.93%	02/10/51		270,000		293,390
6.39%	02/10/51		60,000		66,842	(g)
Banc of America Commercial Mortgage Inc. (Class A4)
5.63%	07/10/46		60,000		65,650
Banc of America Merrill Lynch Commercial Mortgage Inc.
6.00%	02/10/51		60,000		58,731	(g)

See Notes to Schedule of Investments and Notes to Financial Statements.

10

Income Fund

Schedule of Investments June 30, 2011 (unaudited)

		Principal Amount		Fair Value
Banc of America Mortgage Securities Inc. (Class B1)
4.78%	01/25/36	$	36,467	$	1,675	(k)
Bear Stearns Commercial Mortgage Securities
5.94%	09/11/38		60,000		62,435	(g)
Bear Stearns Commercial Mortgage Securities (Class AJ)
5.91%	06/11/40		60,000		47,296
Bear Stearns Commercial Mortgage Securities (Class AM)
5.71%	04/12/38		60,000		62,960
Bear Stearns Commercial Mortgage Securities (Series 2007) (Class D)
6.18%	09/11/42		20,000		14,377	(k)
Citigroup Commercial Mortgage Trust (Series 2006) (Class AJ)
5.48%	10/15/49		60,000		52,797
Commercial Mortgage Pass Through Certificates (Class AM)
5.97%	06/10/46		30,000		30,874
Countrywide Commercial Mortgage Trust (Class AJ)
6.10%	06/12/46		70,000		64,618	(g)
Credit Suisse First Boston Mortgage Securities Corp.
5.23%	12/15/40		60,000		57,062	(g)
Credit Suisse First Boston Mortgage Securities Corp. (Class CB1)
5.33%	10/25/35		71,892		4,002	(k)
Credit Suisse Mortgage Capital Certificates
5.47%	09/15/39		60,000		64,707
Credit Suisse Mortgage Capital Certificates (Class C)
5.78%	02/15/39		150,000		126,355	(f)
Credit Suisse Mortgage Capital Certificates (Class CB1)
5.62%	02/25/36		37,532		1,919	(k)
DBUBS Mortgage Trust
5.73%	11/10/46		50,000		38,110	(a)
Extended Stay America Trust
5.50%	11/05/27		200,000		199,664	(a)
Greenwich Capital Commercial Funding Corp.
5.48%	03/10/39		25,000		24,213
GS Mortgage Securities Corp.
5.99%	08/10/45		60,000		64,416	(g)
GS Mortgage Securities Corp. II
5.73%	03/10/44		100,000		91,440	(a,g)
Indymac INDA Mortgage Loan Trust (Class B1)
4.59%	01/25/36		54,172		949	(k)
JP Morgan Chase Commercial Mortgage Securities Corp.
5.34%	08/12/37		150,000		163,304	(f,g)
JP Morgan Chase Commercial Mortgage Securities Corp. (Class A4)
5.44%	06/12/47		160,000		171,002	(f)
5.79%	02/12/51		90,000		97,698	(f)

		Principal Amount		Fair Value
JP Morgan Chase Commercial Mortgage Securities Corp. (Class AM)
5.44%	05/15/45	$	90,000	$	91,323
6.10%	02/12/51		60,000		58,955	(f)
JP Morgan Chase Commercial Mortgage Securities Corp. (Class B)
5.70%	04/15/43		40,000		34,251
JP Morgan Chase Commercial Mortgage Securities Corp. (Class F)
6.40%	02/12/51		40,000		20,537	(k)
LB-UBS Commercial Mortgage Trust
6.31%	04/15/41		40,000		39,934	(g)
LB-UBS Commercial Mortgage Trust (Class A2)
6.31%	04/15/41		160,000		178,182	(g)
LB-UBS Commercial Mortgage Trust (Class A4)
5.16%	02/15/31		70,000		75,738	(f)
LB-UBS Commercial Mortgage Trust (Class AJ)
6.31%	04/15/41		30,000		25,396	(f,g)
LB-UBS Commercial Mortgage Trust (Class AM)
6.37%	09/15/45		30,000		29,486	(g)
LB-UBS Commercial Mortgage Trust (Series 2006) (Class AJ)
5.28%	02/15/41		60,000		56,014	(g)
MASTR Alternative Loans Trust (Class 15 AX)
5.00%	08/25/18		75,492		8,635	(e,k,l)
Merrill Lynch Mortgage Trust (Class AJ)
5.86%	05/12/39		250,000		230,967	(g)
Merrill Lynch Mortgage Trust (Series 2006) (Class B)
5.86%	05/12/39		70,000		54,125	(f)
Morgan Stanley Capital I
5.48%	02/12/44		95,000		90,864	(g)
5.90%	10/15/42		76,000		66,233	(f)
Morgan Stanley Capital I (Class A4)
5.81%	12/12/49		100,000		109,730
5.99%	08/12/41		30,000		33,571	(g)
Morgan Stanley Capital I (Class AM)
6.46%	01/11/43		70,000		72,917	(f)
Morgan Stanley Capital I (Class B)
5.90%	10/15/42		50,000		46,165	(f)
Puma Finance Ltd. (Class A)
5.25%	10/11/34		36,368		36,360	(c,f)
Residential Funding Mortgage Securities I (Class M1)
5.75%	01/25/36		65,934		1	(k)
Vornado DP LLC
6.36%	09/13/28		30,000		28,238	(a)
Wachovia Bank Commercial Mortgage Trust (Class AJ)
5.52%	01/15/45		90,000		84,951	(f,g)
Wachovia Bank Commercial Mortgage Trust (Class AM)
5.47%	01/15/45		70,000		71,962	(f,g)

See Notes to Schedule of Investments and Notes to Financial Statements.

11

Income Fund

Schedule of Investments June 30, 2011 (unaudited)

		Principal Amount		Fair Value
Wells Fargo Mortgage Backed Securities Trust (Class B1)
5.50%	01/25/36	$	113,066	$	520	(k)
					3,573,081
Sovereign Bonds — 1.8%
Government of Argentina
1.00%	08/03/12		54,700		13,412	(c,g)
2.50%	12/31/38		13,737		5,976	(h)
7.00%	10/03/15		8,678		8,565
8.28%	12/31/33		14,297		12,618
Government of Belize
6.00%	02/20/29		38,100		24,765	(h)
Government of Brazil
6.00%	02/20/29		11,100		7,215	(a,h)
8.25%	01/20/34		13,000		17,875
Government of Colombia
6.13%	01/18/41		100,000		108,750
Government of Costa Rica
10.00%	08/01/20		12,000		16,500	(a)
Government of El Salvador
7.65%	06/15/35		20,000		20,700	(a)
Government of Grenada
2.50%	09/15/25		25,900		16,058	(a,f,h)
Government of Hungary
6.25%	01/29/20		60,000		63,360
6.38%	03/29/21		21,000		22,155
7.63%	03/29/41		32,000		34,520
Government of Lebanon
4.00%	12/31/17		4,550		4,395
Government of Panama
6.70%	01/26/36		56,000		66,080
Government of Peruvian
6.55%	03/14/37		41,000		45,735
Government of Poland
5.13%	04/21/21		11,000		11,371
6.38%	07/15/19		7,000		7,997
Government of Turkey
5.63%	03/30/21		100,000		104,500	(f)
Government of Uruguay
6.88%	09/28/25		20,114		24,439
Government of Venezuela
10.75%	09/19/13		14,000		13,930
Government of Vietnam
1.27%	03/12/16		5,217		4,600	(g)
Korea National Oil Corp.
2.88%	11/09/15		100,000		97,828	(a)
Lebanese Republic
5.15%	11/12/18		11,000		10,615
Republic of Dominican
9.50%	09/27/11		12,515		12,734
Republic of Lebanese
6.10%	10/04/22		11,000		10,670
Russian Foreign Bond – Eurobond
5.00%	04/29/20		100,000		103,375	(a)
United Mexican States
5.13%	01/15/20		20,000		21,600
6.05%	01/11/40		18,000		19,152
					931,490

		Principal Amount		Fair Value
Municipal Bonds and Notes — 0.8%
Municipal Electric Authority of Georgia
6.64%	04/01/57	$	174,000	$	166,807		(f)
New Jersey State Turnpike Authority
7.10%	01/01/41		30,000		34,883
7.41%	01/01/40		110,000		132,774
New Jersey Transportation Trust Fund Authority
6.88%	12/15/39		15,000		15,621
South Carolina State Public Service Authority
6.45%	01/01/50		30,000		33,165
State of California
5.70%	11/01/21		40,000		42,094
					425,344
FNMA — 0.0%*
Lehman TBA
5.50%**	TBA		83,122		—		(b,j,k)
Total Bonds and Notes (Cost $46,874,938)					47,853,072
Other Investments — 0.4%
GEI Investment Fund (Cost $235,363)					237,717		(i)
Total Investments in Securities (Cost $47,110,301)					48,090,789
Short-Term Investments — 12.9%
GE Institutional Money Market Fund Investment Class 0.11% (Cost $6,743,275)					6,743,275		(c,i)
Total Investments (Cost $53,853,576)					54,834,064
Liabilities in Excess of Other Assets, net — (4.8)%					(2,524,686	)
NET ASSETS — 100.0%				$	52,309,378

See Notes to Schedule of Investments and Notes to Financial Statements.

12

Income Fund

Schedule of Investments June 30, 2011 (unaudited)

Other Information

The Fund had the following long futures contracts open at June 30,2011 (unaudited):

Description	Expiration Date		Number of Contracts		Current Notional Value		Unrealized Appreciation
2 Yr. U.S. Treasury Notes Futures		September 2011		26	$	5,702,938	$	12,457
5 Yr. U.S. Treasury Notes Futures		September 2011		19		2,264,711		16,627
							$	29,084

The Fund had the following short futures contracts open at June 30, 2011 (unaudited):

Description	Expiration Date		Number of Contracts		Current Notional Value			Unrealized Appreciation
Ultra Long U.S. Treasury Bond Futures		September 2011		2	$	(252,500	)	$	4,495
10 Yr. U.S. Treasury Notes Futures		September 2011		8		(978,625	)		9,244
								$	13,739
								$	42,823

See Notes to Schedule of Investments and Notes to Financial Statements.

13

Notes to Schedule of Investments June 30, 2011 (unaudited)

The views expressed in this document reflect our judgment as of the publication date and are subject to change at any time without notice. The securities information regarding holdings, allocations and other characteristics are presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund’s may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security. See the Fund’s summary prospectus and statutory prospectus for complete descriptions of investment objectives, policies, risks and permissible investments.

(a) Pursuant to Rule 144A of the Securities Act of 1933, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2011, these securities amounted to $4,697,992 or 8.98% of the net assets of the GE Investments Income Fund. These securities have been determined to be liquid using procedures established by the Fund’s Board of Directors.

(b) Settlement is on a delayed delivery or when-issued basis with final maturity to be announced (TBA) in the future.

(c) Coupon amount represents effective yield.

(d) Principal only security. These securities represent the right to receive the monthly principal payments on an underlying pool of mortgages. No payments of interest on the pool are passed through to the “principal only” holder.

(e) Interest only security. These securities represent the right to receive the monthly interest payments on an underlying pool of mortgages. Payments of principal on the pool reduce the value of the “interest only” holding.

(f) At June 30, 2011 , all or a portion of this security was pledged to cover collateral requirements for futures, options, forward foreign currency contracts and/or TBA’s.

(g) Variable or floating rate security. The stated rate represents the rate at June 30, 2011.

(h) Step coupon bond. Security becomes interest bearing at a future date.

(i) GE Asset Management, the investment adviser of the Fund, also serves as investment adviser of the GEI Investment Fund and the GE Institutional Money Market Fund.

(j) Securities in default

(k) Illiquid securities. At June 30, 2011, these securities amounted to $100,737 or 0.19% of net assets for the GE Investments Income Fund. These securities have been determined to be illiquid using procedures established by the Fund’s Board of Directors.

(l) Coupon amount represents the coupon of the underlying mortgage securities on which monthly interest payments are based.

* Less than 0.05%.

** Amount is less than $ 0.50.

† Percentages are based on net assets as of June 30, 2011.

Abbreviations:

REIT	Real Estate Investment Trust
REMIC	Real Estate Mortgage Investment Conduit
STRIPS	Separate Trading of Registered Interest and Principal of Security
TBA	To Be Announced

14

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated

	CLASS 1
	6/30/11†			12/31/10			12/31/09			12/31/08			12/31/07		12/31/06
Inception date		—			—			—			—			—		1/3/95
Net asset value, beginning of period	$	11.05		$	10.62		$	10.26		$	11.50		$	11.80	$	11.84
Income/(loss) from investment operations:
Net investment income (loss)		0.24			0.34	**		0.37			0.56			0.81		0.56
Net realized and unrealized gains/(losses) on investments		0.10			0.46			0.45			(1.16)			(0.25)		(0.04)
Total income/(loss) from investment operations		0.34			0.80			0.82			(0.60)			0.56		0.52
Less distributions from:
Net investment income		—			0.37			0.46			0.64			0.82		0.56
Return of capital		—			—			—			0.00	(b)		0.04		—
Net realized gains		—			—			—			—			—		—
Total distributions		—			0.37			0.46			0.64			0.86		0.56
Net asset value, end of period	$	11.39		$	11.05		$	10.62		$	10.26		$	11.50	$	11.80
TOTAL RETURN (a)		3.08%			7.56%			7.88%			(5.21)%			4.83%		4.37%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)	$	52,309		$	54,884		$	59,532		$	68,731		$	93,480	$	126,732
Ratios to average net assets:
Net investment income		4.25%	*		3.07%			4.01%			4.63%			5.07%		5.07%
Net expenses		0.87%	(c)*		0.83%	(c)		0.84%	(c)		0.63%	(c)		0.61%		0.61%
Gross expenses		0.88%	*		1.00%			0.84%			0.65%			0.61%		0.61%
Portfolio turnover rate		171%			320%			251%			385%			448%		270%

Notes to Financial Highlights

(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions and do not include the effect of insurance contract charges. Past performance does not guarantee future results.

(b) Less than $0.01 per share.

(c) Reflects GE Asset Management’s waiver of a portion of the Fund’s management fee in an amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Money Market Fund and/or GE Institutional Money Market Fund.

* Annualized for periods less than one year.

** Per share values have been calculated using the average share method.

† Unaudited

The accompanying Notes are an integral part of these financial statements.

15

Statement of Assets and Liabilities June 30, 2011 (unaudited)
ASSETS
Investments in securities, at Fair Value (cost $46,874,938)	$47,853,072
Investments in affiliated securities, at Fair Value (cost $235,363)	237,717
Short-Term affiliated investments (at amortized cost)	6,743,275
Receivable for investments sold	2,377,668
Income receivables	410,430
Receivable for fund shares sold	2,895
Variation margin receivable	6,384
Receivable from GEAM	85,542
Total Assets	57,716,983
LIABILITIES
Payable for investments purchased	5,261,821
Payable for fund shares redeemed	14,185
Payable to GEAM	20,714
Accrued other expenses	110,782
Variation margin payable	103
Total Liabilities	5,407,605
NET ASSETS	$52,309,378
NET ASSETS CONSIST OF:
Capital paid in	60,652,124
Undistributed (distribution in excess of) net investment income	1,109,383
Accumulated net realized (loss)	(10,475,440	)
Net unrealized appreciation/(depreciation) on:
Investments	980,488
Futures	42,823
NET ASSETS	$52,309,378
Class 1
NET ASSETS	52,309,378
Shares outstanding ($.001 par value; unlimited shares authorized)	4,592,488
Net asset value per share	$11.39

The accompanying Notes are an integral part of these financial statements.

16

Statement of Operations For the six months ended June 30, 2011 (unaudited)
INVESTMENT INCOME
Income
Interest	$	1,360,921
Interest from affiliated investments		2,891
Less: Foreign taxes withheld		(1,367	)
Total Income		1,362,445
Expenses
Advisory and administration fees		133,607
Distribution fees
Class 4*		16
Transfer agent fees		10,136
Director’s fees		905
Custody and accounting expenses		65,703
Professional fees		10,317
Other expenses		13,394
Total expenses before waiver and reimbursement		234,078
Less: Expenses waived or borne by the adviser		(3,397	)
Net expenses		230,681
Net investment income		1,131,764
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on:
Investments		1,007,268
Futures		(304,123	)
Increase (decrease) in unrealized appreciation/(depreciation) on:
Investments		(161,435	)
Futures		(68,794	)
Net realized and unrealized gain on investments		472,916
Net increase in net assets resulting from operations	$	1,604,680

* Share Class 4 was closed as of April 30, 2011.

The accompanying Notes are an integral part of these financial statements.

17

Statement of Changes in Net Assets
	Six months ended June 30, 2011*			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investments income	$	1,131,764		$	1,783,590
Net realized gain on investments, futures and foreign currency transactions		703,145			1,114,421
Net increase (decrease) in unrealized appreciation / (depreciation) on investments and futures		(230,229	)		1,329,698
Net increase from operations		1,604,680			4,227,709
Distributions to shareholders from:
Net investment income
Class 1		—			(1,793,522	)
Class 4**		—			(308	)
Total distributions		—			(1,793,830	)
Increase in net assets from operations and distributions		1,604,680			2,433,879
Share transactions:
Proceeds from sale of shares
Class 1		815,833			2,086,200
Class 4**		—			111
Value of distributions reinvested
Class 1		—			1,793,522
Class 4**		—			308
Cost of shares redeemed
Class 1		(4,994,943	)		(10,961,631	)
Class 4**		(11,075	)		(100	)
Net (decrease) from share transactions		(4,190,185	)		(7,081,590	)
Total increase (decrease) in net assets		(2,585,505	)		(4,647,711	)
NET ASSETS
Beginning of period		54,894,883			59,542,594
End of period	$	52,309,378		$	54,894,883
Undistributed (distribution in excess of) net investment income, end of period	$	1,109,383		$	(22,381	)
CHANGES IN FUND SHARES
Class 1
Shares sold		72,622			181,456
Issued for distributions reinvested		—			162,604
Shares redeemed		(444,812	)		(983,632	)
Net (decrease) in fund shares		(372,190	)		(639,572	)
Class 4**
Shares sold		—			9
Issued for distributions reinvested		—			28
Shares redeemed		(980	)		(9	)
Net increase (decrease) in fund shares		(980	)		28

* Unaudited

** Share Class 4 was closed as of April 30, 2011.

The accompanying Notes are an integral part of these financial statements.

18

Notes to Financial Statements June 30, 2011 (unaudited)

1. Organization of the Company

GE Investments Funds, Inc. (the “Company”) was incorporated under the laws of the Commonwealth of Virginia on May 14, 1984 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Company is composed of fourteen investment portfolios (collectively the “Funds”), although only the following eleven are currently being offered: U.S. Equity Fund, S&P 500 Index Fund, Premier Growth Equity Fund, Core Value Equity Fund, Mid-Cap Equity Fund, Small-Cap Equity Fund, International Equity Fund, Total Return Fund, Income Fund (the “Fund”), Money Market Fund and Real Estate Securities Fund.

Shares of the Funds of the Company are offered only to insurance company separate accounts that fund certain variable life insurance contracts and variable annuity contracts. GE Asset Management Incorporated (“GEAM”) is the investment adviser and administrator of each of the Funds.

The Company currently offers one share class (Class 1) as an investment option for variable life insurance and variable annuity contracts. Class 4 shares were first offered on May 1, 2008 and Fund shares outstanding prior to May 1, 2008 were designated as Class 1 shares. Effective April 30, 2011, Class 4 shares were closed and are no longer offered.

2. Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates.

Subsequent events after the balance sheet date through the date the financial statements were issued, have been evaluated in the preparation of the financial statements. There are no items to report.

The following summarizes the significant accounting policies of the Company:

Securities Valuation and Transactions.  All investments in securities are recorded at their estimated fair value, as described in Note 3.

Securities transactions are accounted for as of the trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost for both financial statement and federal tax purposes.

The Fund’s income, expenses (other than distribution fees) and realized and unrealized gains and losses are allocated proportionally each day among the share classes based upon the relative net assets of each class.

Repurchase Agreements  The Fund engages in repurchase agreement transactions with respect to instruments that are consistent with the Fund’s investment objectives or policies. The Fund’s custodian takes possession of the collateral pledged for investments in repurchase agreements on behalf of the Fund. The Fund values the underlying collateral daily on a mark-to-market basis to determine that the value, including accrued interest, is at least equal to 102% for domestic securities and 105% international securities of the repurchase price. In the event the seller defaults and the value of the security declines, or if the seller enters an insolvency proceeding, realization of the collateral by the Fund may be delayed or limited.

Foreign Currency  Accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated to U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments denominated in foreign currencies are translated into U.S. dollars at the prevailing exchange rate on the respective dates of such transactions.

All assets and liabilities of the Fund initially expressed in foreign currency values will be converted into U.S. dollars at the WM/Reuter exchange rate computed at 11:00 a.m., Eastern time.

The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities during the year. Such fluctuations are included in the net realized or unrealized gain or loss from investments. Net realized gains or losses on foreign currency transactions represent net gains or losses on sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income and withholding taxes accrued and the U.S. dollar amount actually received or paid, and gains or losses between the trade and settlement date on purchases and sales of foreign securities. Net unrealized foreign exchange gains and losses arising from changes in the value of other assets

19

Notes to Financial Statements June 30, 2011 (unaudited)

and liabilities (including foreign currencies and open foreign currency contracts) as a result of changes in foreign exchange rates are included as increases or decreases in unrealized appreciation/depreciation on foreign currency related transactions.

Derivatives  The Fund is subject to interest rate risk, credit risk, and foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The Fund enters into derivative transactions to gain market exposure for residual and accumulating cash positions, and for managing the duration of fixed-income investments.

Futures Contracts  A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. The Fund invests in interest rate, financial and bond index futures contracts subject to certain limitations. The Fund invests in futures contracts to manage its exposure to the bond markets and fluctuations in currency values. Buying futures tends to increase a Fund’s exposure to the underlying instrument while selling futures tends to decrease a Fund’s exposure to the underlying instrument or to hedge other Fund investments. The Fund will not enter into a transaction involving futures for speculative purposes. With futures contracts, there is minimal counterparty credit risk to the Fund since futures contracts are exchange traded and the exchange’s clearinghouse, as counterparty to all traded futures, guarantees the futures against default. A Fund’s risks in using these contracts include changes in the value of the underlying instruments, non- performance of the counterparties under the contracts’ terms and changes in the liquidity of the secondary market for the contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they principally trade.

Upon entering into a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount, known as initial margin deposit. Subsequent payments, known as variation margin, are made or received by the Fund each day, depending on the daily fluctuation in the fair value of the underlying security. The Fund records an unrealized gain or loss equal to the daily variation margin. Should market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may incur a loss. The Fund recognizes a realized gain or loss on the expiration or closing of a futures contract.

Investments in Foreign Markets  Investments in foreign markets involve special risks and considerations not typically associated with investing in the United States. These risks include revaluation of currencies, high rates of inflation, restrictions on repatriation of income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls, tariffs and taxes, subject to delays in settlements, and their prices may be more volatile.

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which they invest. Such taxes are generally based upon income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as income and/or capital gains are earned.

Investment Income  Corporate actions (including cash dividends) are recorded on the ex-dividend date, net of applicable withholding taxes, except for certain foreign corporate actions which are recorded as soon after the ex-dividend date as such information becomes available. Interest income is recorded on the accrual basis.

Accretion of discounts and amortization of premiums on taxable bonds are to the call or maturity date, whichever is shorter, using the effective yield method. Withholding taxes in foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

Expenses  Fund specific expenses are allocated to the Fund that incurs such expenses. Such expenses may include custodial fees, legal and accounting fees, printing costs and registration fees. Expenses that are not fund specific are allocated pro rata across the Funds. Certain class specific expenses (such as distribution fees) are allocated to the class that incurs such expense. Expenses of the Fund are generally paid directly by the Fund however, expenses may be paid by GEAM and reimbursed by the fund.

Federal Income Taxes  The Fund intends to comply with all sections of the Internal Revenue Code applicable to regulated investment companies including the distribution of substantially all its taxable net investment income and net realized capital gains to its shareholders. Therefore, no provision for federal income tax has been made. The Fund is treated as a separate taxpayer for federal income tax purposes.

20

Notes to Financial Statements June 30, 2011 (unaudited)

3. Securities Valuation

The Fund utilizes various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a framework for measuring fair value and providing related disclosures. Broadly, the framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. It also establishes a three-level valuation hierarchy based upon observable and non-observable inputs.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical investments in active markets.

Level 2 — Quoted prices for similar investments in active markets; quoted prices for identical or similar investments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable.

Policies and procedures are maintained to value investments using the best and most relevant data available. In addition, pricing vendors are utilized to assist in valuing investments. GEAM performs periodic reviews of the methodologies used by independent pricing services including price validation of individual securities.

Fair Value Measurement  The following section describes the valuation methodologies the Funds use to measure different financial investments at fair value.

The Fund’s portfolio securities are valued generally on the basis of market quotations. Equity securities generally are valued at the last reported sales price on the primary market in which they are traded. Portfolio securities listed

on NASDAQ are valued using the NASDAQ Official Closing Price. Level 1 securities primarily include publicly-traded equity securities which may not necessarily represent the last sale price. If no sales occurred on the exchange or NASDAQ that day, the portfolio security generally is valued using the last reported bid price. In those circumstances the Fund classifies the investment securities in Level 2.

Debt securities (other than short-term securities described below) generally are valued at an evaluated bid as reported by an independent pricing service. Municipal obligations are valued at the quoted bid prices, when available. The pricing vendor uses various pricing models for each asset class that are consistent with what other market participants would use. The inputs and assumptions to the model of the pricing vendor are derived from market observable sources including: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, and other market related data. Since many fixed income securities do not trade on a daily basis, the methodology of the pricing vendor uses available information as applicable such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing. The pricing vendor considers all available market observable inputs in determining the evaluation for a security. Thus, certain securities may not be priced using quoted prices, but rather determined from market observable information. These investments are included in Level 2 and primarily comprise our portfolio of corporate fixed income, government, mortgage and asset-backed securities.

In the absence of a reliable price from such a pricing service, debt securities may be valued based on dealer supplied valuations or quotations. In these infrequent circumstances, pricing vendors may provide the Funds with valuations that are based on significant unobservable inputs, and in those circumstances we classify the investment securities in Level 3.

The Fund uses the net asset value per unit for the collective fund. The Fund classifies the investment security in level 2.

Any short-term securities of sufficient credit quality held by the Fund with remaining maturities of sixty days or less at the time of purchase are valued on the basis of amortized cost which approximates market value and these are included in Level 2.

If prices are not readily available for a portfolio security, or if it is believed that a price for a portfolio security does not represent its fair value, the security may be valued using procedures approved by the Fund’s Board of Directors that

21

Notes to Financial Statements June 30, 2011 (unaudited)

are designed to establish its “fair” value. These securities would generally be classified in Level 3. Those procedures require that the fair value of a security be established by the valuation committee. The valuation committee follows different protocols for different types of investments and circumstances. The fair value procedures may be used to value any investment of the Fund in the appropriate circumstances.

Foreign securities may be valued with the assistance of an independent fair value pricing service in circumstances where it is believed that they have been or would be materially affected by events occurring after the close of the portfolio security’s primary market and before the close of regular trading on the NYSE. In these circumstances the Fund classifies the investment securities in Level 2. This independent fair value pricing service uses a model to identify affected securities and portfolios taking into consideration various factors and the fair value of such securities may be something other than the last available quotation or other market price.

Portfolio securities may be valued using techniques other than market quotations, under the circumstances described above. The value established for a portfolio security may be different than what would be produced through the use of another methodology or if it had been priced using market quotations. Portfolio securities that are valued using techniques other than market quotations, including “fair valued” securities, may be subject to greater fluctuation in

their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that the Fund could sell a portfolio security for the value established for it at any time and it is possible that the Fund would incur a loss because a portfolio security is sold at a discount to its established value.

Other financial investments are derivative instruments that are not reflected in Total Investments, such as futures, forwards, swaps, and written options contracts, which are valued based on fair value as discussed above.

The Fund uses closing prices for derivatives included in Level 1, which are traded either on exchanges or liquid over-the counter markets. Derivative assets and liabilities included in Level 2 primarily represent interest rate swaps, cross-currency swaps and foreign currency and commodity forward and option contracts. Derivative assets and liabilities included in Level 3 primarily represent interest rate products that contain embedded optionality or prepayment features.

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. Fair value determinations are required for securities whose value is affected by a significant event that will materially affect the value of a domestic or foreign security and which occurs subsequent to the time of the close of the principal market on which such domestic or foreign security trades but prior to the calculation of the Fund’s NAV.

The following tables present the Fund’s investments measured at fair value on a recurring basis at June 30, 2011:

Investments	Level 1		Level 2		Level 3		Total
Investments in Securities
U.S. Treasuries	$	—	$	8,581,860	$	—	$	8,581,860
Federal Agencies		—		80,155		—		80,155
Agency Mortgage Backed		—		16,005,324		—		16,005,324
Agency CMOs		—		1,837,268		14,009		1,851,277
Asset Backed		—		913,373		10,893		924,266
Corporate Notes		—		15,480,275		—		15,480,275
Non-Agency CMOs		—		3,573,081		—		3,573,081
Sovereign Bonds		—		931,490		—		931,490
Municipal Notes and Bonds		—		425,344		—		425,344
Other Investments		—		237,717		—		237,717
Short-Term Investments		6,743,275		—		—		6,743,275
Total Investments in Securities	$	6,743,275	$	48,065,887	$	24,902	$	54,834,064
Other Financial Instruments*
Futures Contracts — Unrealized Appreciation	$	42,823	$	—	$	—	$	42,823

* Other financial instruments include derivative instruments such as futures contracts. Amounts shown represent unrealized appreciation (depreciation) at period end.

22

Notes to Financial Statements June 30, 2011 (unaudited)

The following table presents the changes in Level 3 investments measured on a recurring basis for the period ended June 30, 2011, within Income Fund:

	Agency CMOs			Asset Backed			Non-Agency CMOs			Total
Balance at 12/31/10	$	190,530		$	11,686		$	124		$	202,340
Accrued discounts/premiums		(5,659	)		—			—			(5,659	)
Realized gain (loss)		8,130			44			(38,479	)		(30,305	)
Change in unrealized gain (loss)		(8,364	)		1,117			38,396			31,149
Purchases		3,182			—			—			3,182
Sales		(36,634	)		(1,954	)		(41	)		(38,629	)
Issuances		—			—			—			—
Settlements		—			—			—			—
Transfers into Level 3		—			—			—			—
Transfers out of Level 3		(137,176	)		—			—			(137,176	)
Balance at 06/30/11	$	14,009		$	10,893		$	—		$	24,902
Change in unrealized appreciation relating to securities still held at 06/30/11	$	1,587		$	1,117		$	—		$	2,704

There were no significant transfers between Level 1 and Level 2. Transfers between fair value levels are considered to occur at the beginning of the period.

4. Derivatives Transactions

Shown below are the derivative contracts entered into by the Fund, summarized by primary risk exposure as they appear on the Statement of Assets and Liabilities, all of which are not accounted for as hedging instruments under FASB Accounting Standards Codification (“ASC”) No. 815 Derivatives and Hedging as of June 30, 2011.

	Asset Derivatives June 30, 2011				Liability Derivatives June 30, 2011
Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Assets and Liabilities	Fair Value ($)			Location in the Statements of Assets and Liabilities	Fair Value ($)
Interest Rate Contracts	Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		42,823	*	Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		—

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments and within the components of Net Assets section of the Statement of Assets and Liabilities. Only the current day’s variation margin is reported within the Assets or Liabilities sections of the Statement of Assets and Liabilities.

Shown below are the effects of derivative instruments on the Fund’s Statement of Operations, summarized by primary risk exposure all of which are not accounted for as hedging instruments under ASC 815.

Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Operations	Total Notional Amount of Futures Contracts Purchased/(Sold) ($)		Realized Gain or (Loss) on Derivatives Recognized in Income ($)			Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized in Income ($)
Interest Rate Contracts	Realized gain/(loss) on Futures, Increase/(decrease) in unrealized appreciation/ (depreciation) on Futures		80,515,568/(70,048,348)		(304,123	)		(68,794	)

5. Line of Credit

The Company shares a revolving credit facility of up to $150 million with a number of its affiliates. The credit facility is with its custodian bank, State Street Bank and

Trust Company (“State Street”). The revolving credit facility requires the payment of a commitment fee equal to 0.125% per annum on the daily unused portion of the credit facility, payable quarterly. The portion borne by the

23

Notes to Financial Statements June 30, 2011 (unaudited)

Funds generally is borne proportionally based upon net assets. In addition, the Company has a $100 million uncommitted, unsecured line of credit with State Street. Generally, borrowings under the credit facilities would accrue interest at the Federal Funds Rate plus 50 basis points and would be borne by the borrowing Fund. The maximum amount allowed to be borrowed by any one Fund is the lesser of (i) 33.33% of its total assets or (ii) 20% of its net assets. The credit facilities were not utilized by the Fund during the six-month period ended June 30, 2011.

6. Fees and Compensation Paid to Affiliates

Advisory and Administration Fees GEAM, a registered investment adviser, was retained by the Company’s Board of Directors effective November 15, 1997 to act as investment adviser and administrator of the Fund. Compensation of GEAM for investment advisory and administrative services is paid monthly based on the average daily net assets of the Fund at an annualized rate of 0.50%.

GEAM has a contractual agreement with the Fund to waive the amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Institutional Money Market Fund.

Distribution and Service (12b-1) Fees The Company has adopted a Distribution and Service (12b-1) Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act with respect to Class 4 shares of the Fund. Under the Plan, the Fund may compensate GE Investment Distributors, Inc. (“GEID”), a wholly-owned subsidiary of GEAM and the Fund’s principal distributor, for certain sales services provided by GEID or other broker dealers and investor services provided by GEID or other service providers relating to the Fund’s Class 4 shares, including services to owners or prospective owners of variable contracts issued by insurance companies that offer such share class as an investment option. The amount of compensation paid under the Plan by the Fund’s Class 4 shares may not exceed 0.45% of the average daily net assets of the Fund attributable to such share class. The Plan continues in effect from year to year for so long as such continuance is approved annually by the Board of Directors, including by those directors who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to it.

Directors’ Compensation The Fund pays no compensation to its directors who are officers or employees of GEAM or its affiliates. Directors who are not such officers or employees also serve in a similar capacity for other funds advised by GEAM. Compensation paid to unaffiliated directors are reflected on the Statement of Operations. These fees are allocated pro rata across all of the mutual fund platforms and share classes served by the directors, including the Fund, and are based upon the relative net assets of each fund within such platforms.

7. Investment Transactions

Purchases and Sales of Securities The cost of purchases and the proceeds from sales of investments, other than short-term securities and options, for the year ended June 30, 2011 were as follows:

U.S. Government Securities
Purchases	Sales
$75,446,879	$74,599,266
Other Securities
Purchases	Sales
$11,936,071	$19,223,013

8. Income Taxes

The Fund is subject to ASC 740, Income Taxes. ASC 740 provides guidance for financial accounting and reporting for the effects of income taxes that result from an entity’s activities during the year. ASC 740 also provides guidance regarding how certain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more likely than not” of being sustained by the applicable tax authority. There are no adjustments to the Fund’s net assets required under ASC 740. The Fund’s 2007, 2008, 2009 and 2010 fiscal years tax returns are still open to examination by the Federal and applicable state tax authorities.

24

Notes to Financial Statements June 30, 2011 (unaudited)

At June 30, 2011, information on the tax cost of investments was as follows:

Cost of investment for tax purposes	Gross Tax		Net tax appreciation / (depreciation)
	Appreciation	Depreciation
$54,115,310	$1,494,412	$(775,658)	$718,754

As of December 31, 2010, the Fund has capital loss carryovers as indicated below. Capital loss carryovers are available to offset future realized capital gains to the extent provided in the Internal Revenue Code and regulations thereunder. To the extent that these carryover losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.

Amount	Expires
$1,044,853	12/31/2014
1,335,730	12/31/2015
972,866	12/31/2016
7,409,447	12/31/2017

These amounts will be available to offset future taxable capital gains. Under the recently enacted Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post -enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

During the year ended December 31, 2010, the Fund utilized $1,333,223 of prior year capital loss carryovers.

Any net capital and currency losses incurred after October 31, within the Fund’s tax year, are deemed to arise on the first day of the Fund’s next tax year if the Fund so elects to defer such losses.

The Fund elected to defer losses incurred after October 31, 2010 as follows:

Capital	Currency
$61,918	$—

The tax composition of distributions paid during the years ended December 31, 2010 and December 31, 2009 were as follows:

	Ordinary Income	Long-Term Capital Gains
2010	$1,793,830		$—
2009	2,473,213		—

Distributions to Shareholders The Fund declares and pays any dividends from net investment income annually. The Fund declares and pays any net realized capital gains in excess of capital loss carryforwards distributions annually. The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences include (but are not limited to) futures, treatment of realized and unrealized gains and losses on foreign currency contracts, paydown gains and losses on mortgage-backed securities, investments organized as partnerships for tax purposes, losses deferred due to offsetting positions, and losses deferred due to wash sale transactions. Reclassifications due to permanent book/tax differences are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on the net asset value of the Fund. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments.

The reclassifications for the year ended December 31, 2010 were as follows:

Undistributed Net Investment Income	Accumulated Net Realized Gain	Paid in Capital
$(14,730)	$25,809	$(11,079)

9. Significant Transaction

Effective April 30, 2011 the Fund closed class 4 shares. A full redemption was made by investors in the share class at the closing net asset value.

25

Special Meeting of Shareholders — Voting Results (unaudited)

On April 1, 2011, the GE Investments Funds, Inc. (the “Company”) held a special meeting of shareholders of each series portfolio of the Company, including shareholders of the Income Fund (the “Fund”). Shareholders of record on January 28, 2011 were entitled to vote on the proposals. For each proposal, except Proposal 1, shareholders voted on a fund-by-fund basis. For Proposal 1, shareholders of all funds voted together and not by fund or share class. At the meeting, all proposals were approved by the Fund and the following votes were recorded:

Proposal 1:

Election of Mr. R. Sheldon Johnson and Mr. Matthew J. Simpson as Directors to the Board of Directors of the Company.

Company votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		451,517,094.582		90.054	%		96.126	%
Abstain		18,195,810.391		3.629	%		3.874	%
Total		469,712,904.973		93.683	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		451,949,730.789		90.140	%		96.218	%
Abstain		17,763,174.184		3.543	%		3.782	%
Total		469,712,904.973		93.683	%		100.000	%

Fund votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		4,420,778.546		90.254	%		94.373	%
Abstain		263,588.886		5.381	%		5.627	%
Total		4,684,367.432		95.635	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		4,446,133.649		90.771	%		94.914	%
Abstain		238,233.783		4.864	%		5.086	%
Total		4,684,367.432		95.635	%		100.000	%

Proposal 2:

Approval of the use of a “manager of managers” arrangement whereby GEAM, as the Fund’s investment adviser, under certain circumstances, will be able to hire and replace sub-advisers to the Fund without obtaining shareholder approval.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,268,489.218		87.145	%		91.122	%
Against		234,334.370		4.784	%		5.002	%
Abstain		181,543.844		3.706	%		3.876	%
Broker Non-votes		—		—			—
Total		4,684,367.432		95.635	%		100.000	%

26

Special Meeting of Shareholders — Voting Results (unaudited)

Proposal 3:

Approval of the following changes in certain of the Fund’s investment policies, as follows:

A. Amendment of the Fund’s investment policy on senior securities.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,270,023.489		87.176	%		91.155	%
Against		221,740.579		4.527	%		4.733	%
Abstain		192,603.364		3.932	%		4.112	%
Broker Non-votes		—		—			—
Total		4,684,367.432		95.635	%		100.000	%

C. Amendment of the Fund’s investment policy on making loans.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,288,156.225		87.546	%		91.542	%
Against		178,520.371		3.645	%		3.811	%
Abstain		217,690.836		4.444	%		4.647	%
Broker Non-votes		—		—			—
Total		4,684,367.432		95.635	%		100.000	%

D. Amendment of the Fund’s investment policy on borrowing.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,313,850.931		88.071	%		92.090	%
Against		177,908.007		3.632	%		3.798	%
Abstain		192,608.494		3.932	%		4.112	%
Broker Non-votes		—		—			—
Total		4,684,367.432		95.635	%		100.000	%

E. Amendment of the Fund’s investment policy on diversification.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,283,237.620		87.446	%		91.437	%
Against		175,116.977		3.575	%		3.738	%
Abstain		226,012.835		4.614	%		4.825	%
Broker Non-votes		—		—			—
Total		4,684,367.432		95.635	%		100.000	%

F. Amendment of the Fund’s investment policy on concentration of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,315,086.298		88.096	%		92.117	%
Against		172,075.009		3.513	%		3.673	%
Abstain		197,206.125		4.026	%		4.210	%
Broker Non-votes		—		—			—
Total		4,684,367.432		95.635	%		100.000	%

27

Special Meeting of Shareholders — Voting Results (unaudited)

G. Amendment of the Fund’s investment policy on investments in commodities and its reclassification from a non-fundamental policy to a fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,268,537.134		87.146	%		91.123	%
Against		215,576.003		4.401	%		4.602	%
Abstain		200,254.295		4.088	%		4.275	%
Broker Non-votes		—		—			—
Total		4,684,367.432		95.635	%		100.000	%

H. Amendment of the Fund’s fundamental investment policy on illiquid investments and its reclassification from a fundamental policy to a non-fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,256,840.545		86.907	%		90.873	%
Against		194,962.496		3.980	%		4.162	%
Abstain		232,564.391		4.748	%		4.965	%
Broker Non-votes		—		—			—
Total		4,684,367.432		95.635	%		100.000	%

I. Elimination of the Fund’s investment policy on mortgaging, pledging and hypothecating of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,421,869.807		90.276	%		94.396	%
Against		138,732.563		2.832	%		2.962	%
Abstain		123,765.062		2.527	%		2.642	%
Broker Non-votes		—		—			—
Total		4,684,367.432		95.635	%		100.000	%

J. Amendment of the Fund’s investment policy on real estate investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,323,731.419		88.272	%		92.301	%
Against		173,759.264		3.548	%		3.710	%
Abstain		186,876.749		3.815	%		3.989	%
Broker Non-votes		—		—			—
Total		4,684,367.432		95.635	%		100.000	%

28

Additional Information (unaudited)

Information about Directors and Executive Officers:

The business and affairs of the Funds are managed under the direction of the Funds’ Board of Directors. Information pertaining to the Directors and officers of the Funds is set forth below.

Interested Directors and Executive Officers

Michael J. Cosgrove

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    62

Position(s) Held with Fund    Chairman of the Board and President

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    President and Chief Executive Officer – Mutual Funds and Intermediary Business at GEAM since March 2007; Executive Vice President of GEAM from February 1997 to March 2007; Vice President, GE Capital Corporation, an indirect wholly-owned subsidiary of GE, since December 1999; Executive Vice President – Mutual Funds of GEAM, a wholly-owned subsidiary of GE that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, since March 1993; President and Director of GE Investment Distributors, Inc., since June 2011. Director of GEAM since 1988.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Chairman of the Board and President of GE Institutional Funds since 1997; Trustee of Elfun Funds, GE Savings & Security Funds, General Relief and Loan Fund and General Electric Pension Trust since 1988; Trustee of Fordham University from 2002 to June 30, 2010 and since July 2011; Trustee of GE Volunteers since 1993; Director of GE Foundation; Director, GE Asset Management (Ireland) Limited, since February 1999, GE Asset Management Funds Plc since 1998, GE Asset Management Canada Company since 1998, GE Asset Management Limited since 1998 and GEAM since 1988; Chairman of the Board and President of GE Funds from 1993 to February 2011.

Matthew J. Simpson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    50

Position(s) Held with Fund    Director and Executive Vice President

Term of Office and Length of Time Served    Until successor is elected and qualified – 3 years

Principal Occupation(s) During Past 5 years    Executive Vice President, General Counsel and Secretary of GEAM since July 2007; Senior Vice President and General Counsel – Marketing and Client Services (formerly Asset Management Services) at GEAM and Senior Vice President and General Counsel of GE Asset Management Services from February 1997 to July 2007; Vice President and Associate General Counsel of GEAM from October 1992 to February 1997; Secretary of GE Funds from 1993 to July 2007 and Vice President from September 2003 to July 2007; Secretary of GE Institutional Funds and GE Investments Funds, Inc. from 1997 to July 2007; Secretary of Elfun Funds and GE Savings & Security Funds since July 2007; Assistant Secretary of Elfun Funds and GE Savings & Security Funds from 1998 to July 2007 and Vice President from October 2003 to July 2007.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Trustee of Elfun Funds, GE Savings & Security Funds and General Electric Pension Trust since July 2007; Trustee of GE Institutional Funds since April 2011 and Trustee of GE Funds from July 2007 to February 2011.

29

Additional Information (unaudited)

Joon Won Choe

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    41

Position(s) Held with Fund    Vice President & Secretary

Term of Office and Length of Time Served    Until successor is elected and qualified – Vice President and Secretary – less than 1 year

Principal Occupation(s) During Past 5 years    Senior Vice President and Deputy General Counsel at GEAM since March 2011; Senior Vice President and Associate General Counsel at GEAM from June 2010 to March 2011; Vice President and Associate General Counsel at GEAM from November 2005 to June 2010; Vice President and Secretary of GE Institutional Funds and GE Investments Funds, Inc. since September 2010; Vice President and Assistant Secretary of Elfun Funds and GE Savings & Security Funds since September 2010.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Robert Herlihy

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    43

Position(s) Held with Fund    Chief Compliance Officer

Term of Office and Length of Time Served    Until successor is elected and qualified – 5 years

Principal Occupation(s) During Past 5 years    Chief Compliance Officer of GEAM, GE Institutional Funds, Elfun Funds, and GE Savings and Security Funds since July 2005; Chief Compliance Officer of GE Funds from July 2005 to February 2011; and Manager of Fund Administration at GEAM from 2002 – 2005.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Arthur A. Jensen

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    44

Position(s) Held with Fund    Treasurer

Term of Office and Length of Time Served    Until successor is elected and qualified – less than 1 year

Principal Occupations(s) During Past 5 Years    Treasurer of GE Institutional Funds, Elfun Funds and GE Savings and Security Funds since June 2011; Mutual Funds Controller of GEAM since April 2011; Senior Vice President at Citigroup from 2008 to 2010 and Vice President at JPMorgan from 2005 to 2008.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

30

Additional Information (unaudited)

Non-Interested Directors

John R. Costantino

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    65

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    General Partner, NGN Capital LLC since 2006; Managing Director, Vice President of Walden Capital Management since 1996.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Director of GE Institutional Funds since 1997; Trustee of Fordham University from 1989-1995 and 2001-2007 and Trustee Emeritus since 2007; Trustee of Neuroscience Research Institute since 1986; Trustee of GE Funds from 1993 to February 2011; Trustee of Gregorian University Foundation from 1992-2007; Director of Artes Medical from 2006-2008.

R. Sheldon Johnson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    64

Positions(s) Held with Fund    Director

Term of office and Length of Time served    Unit Successor is elected and qualified – less than 1 year.

Principal Occupation(s) During Past 5 years    Managing Director at Morgan Stanley & Co., Inc. from 1988 to 2006; Head of Global Institutional Equity Sales and Marketing at Morgan Stanley & Co., Inc. from 2002 to 2006.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since April 2011 and Trustee of St. Lawrence University since 2003.

Robert P. Quinn

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    75

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    Retired since 1983 from Salomon Brothers Inc.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since 1997; Trustee of St. Francis Hospital since 1980; and Trustee of GE Funds from 1993 to February 2011.

The Statement of Additional Information for the Funds includes additional information about the Directors and Officers and is available, without charge, upon request by calling 1-800-242-0134.

31

Investment Team (unaudited)

Investment Adviser and Administrator

GE Asset Management Incorporated

Board of Directors

Michael J. Cosgrove, Chairman

John R. Costantino

R. Sheldon Johnson*

Robert P. Quinn

Matthew J. Simpson

Secretary

Joon Won Choe

Assistant Secretary

Michelle Matzelle

Treasurer

Arthur A. Jensen (effective June 6, 2011)

Assistant Treasurer

Casey Yantosca

Distributor

GE Investment Distributors, Inc.

Member FINRA and SIPC

Custodian

State Street Bank & Trust Company

Officers of the Investment Adviser

Dmitri Stockton, President and Chief Executive Officer (since May 2011)†

Cheryl H. Beacock, Senior Vice President, Human Resources

George A. Bicher, Chief Risk Officer

Paul M. Colonna, President and Chief Investment Officer – Fixed Income Investments

Michael J. Cosgrove, President and Chief Executive

Officer – Mutual Funds & Intermediary Business

Ralph R. Layman, President and Chief Investment Officer – Public Equity Investments

Maureen B. Mitchell, President – Institutional Sales and Marketing

Matthew J. Simpson, Executive Vice President, General Counsel and Secretary

Don W. Torey, President – Alternative Investments

John J. Walker, Executive Vice President, Chief Operating Officer

David Wiederecht, President and Chief Investment Officer – Investment Strategies

Tracie A. Winbigler, Executive Vice President, Chief Financial Officer (since January 2011)

* Mr. Johnson was elected as a Director of the Funds effective April 1, 2011.

† Effective May 1, 2011, Mr. Stockton replaced James W. Ireland as President and Chief Executive Officer.

At GE Asset Management, we’re dedicated to providing the investment options you’ll need to tailor your financial portfolio to every stage of your life. Each member of the GE Family of Funds is managed according to the same principles of integrity and quality that have guided GE over the past century, and have made it the world-class company that it is today. Each fund draws strength from a heritage of investment management experience that spans more than 80 years. Whether you’re creating a new investment portfolio or adding to an established one, the GE Family of Funds offers an array of professionally managed investment options that will help you meet a lifetime of financial needs.

32

Investment Adviser

GE Asset Management Incorporated

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

Distributor

GE Investment Distributors, Inc.

member FINRA and SIPC

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities is available without charge (i) upon request, by calling 1-800-493-3042; (ii) on the Fund’s website at http://www.geam.com; and (iii) on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC—information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at http://www.geam.com; and (ii) on the Commission’s website at http://www.sec.gov.

GE Investments Funds, Inc.

Total Return Fund Letter from the Chairman

Michael J. Cosgrove

Chairman,

GE Investments Funds, Inc.

Dear Shareholder:

Attached is the semi-annual report for GE Investments Funds, Inc. — Total Return Fund (the “Fund”) for the six-month period ended June 30, 2011. The report contains information about the performance of the Fund and other fund-specific data, along with portfolio manager commentary.

We have provided you with an overview of the investment markets, along with our investment outlook for the coming months.

Market Overview

Most major equity indices posted positive returns in the six-month period ended June 30, 2011, despite geopolitical tensions in the Middle East and North Africa, a devastating earthquake in Japan, ongoing concerns about unresolved sovereign debt issues in peripheral Europe and elevated inflation in emerging markets. Volatility increased in May and June, however, as some measures of global economic activity weakened and uncertainties over Greece’s ability to finance and service its debt rattled the financial markets. In the U.S., concerns over the end of quantitative easing by the Federal Reserve and political wrangling over the government debt ceiling further contributed to a challenging environment. The increase in risk aversion benefited the fixed income markets as many investors sought out safer investments. Toward the end of June, the Greek Parliament passed austerity measures that seemed to calm the markets and opened the way for the next round of financing from the European Central Bank and the International Monetary Fund.

Against this backdrop, financial markets posted positive results for the six- and 12-month periods ended June 30, 2011 as represented by the index returns in the below chart.

Total Returns (%) as of June 30, 2011	6-month		12-month
U.S. equities (S&P 500 Index)		6.0		30.7
Global equities (MSCI World Index)		5.3		30.5
International equities (MSCI EAFE Index)		5.0		30.4
Small-cap U.S. equities (Russell 2000 Index)		6.2		37.4
Mid-cap U.S. equities (Russell Mid Cap Index)		8.1		38.5
U.S. fixed income (Barclays Capital U.S. Aggregate Bond Index)		2.7		3.9
U.S. short-term government fixed income (Barclays Capital 1-3 Year U.S. Government Bond Index)		0.9		1.4

Outlook

We remain constructive on the prospects for healthy global growth, although it may be at a slower pace than originally anticipated. Central banks in the U.S. and Europe

remain accommodative and supply chain issues in Japan appear to have abated. There are also signs that inflation may be peaking in emerging markets as commodity prices have eased in recent months. Corporate balance sheets remain healthy and fundamentals remain intact, in our view. We believe that valuations for equities are not stretched and remain below historical averages while equity risk premiums are still high–offering the possibility for further gains. We expect that the financial markets are likely to remain volatile due to outstanding sovereign debt issues, but believe that returns are biased to the upside in the second half of the year.

Thank you for investing with GE Investments Funds.

Sincerely,

Michael J. Cosgrove

Chairman, GE Investments Funds, Inc.

July 2011

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

Total Return Fund

Mike Cosgrove is President and Chief Executive Officer – Mutual Funds and Intermediary Business at GE Asset Management Incorporated (“GEAM”). In addition to the GE Investments Funds, he is also Chairman of the Board and President of GE Institutional Funds and Director and President of GEAM’s broker-dealer which serves as underwriter and distributor for the GE Investments Funds. Mr. Cosgrove serves as a Trustee of the GE Savings & Security Funds, the GE Foundation, and the GE Pension Trust. He also serves on the Board of Directors of the Skin Cancer Foundation and is a Trustee of Fordham University. Previously Chief Financial Officer of GE Asset Management and Assistant Treasurer — GE Company, Mr. Cosgrove joined GE in 1970 and held a number of managerial positions in finance and sales in the International Operation and the GE Trading Company. He received a BS in Economics from Fordham University and an MBA from St. John’s University.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc.

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

Total Return Fund

Semi-Annual Report

June 30, 2011

GE Investments Funds, Inc.

Total Return Fund Contents

Notes to Performance	1
Manager Review and Schedule of Investments	2
Notes to Schedule of Investments	28
Financial Statements
Financial Highlights	29
Statement of Assets and Liabilities	31
Statement of Operations	32
Statements of Changes in Net Assets	33
Notes to Financial Statements	35
Special Meeting of Shareholders — Voting Results	44
Additional Information	45
Investment Team	48

This report is prepared for Policyholders of certain variable contracts and may be distributed to others only if preceded or accompanied by the variable contract’s current prospectus and the current prospectus of the Fund available for investments thereunder.

Notes to Performance June 30, 2011 (unaudited)

The information provided on the performance pages relates to the GE Investments Total Return Fund (the “Fund”).

Total returns take into account changes in share price and assume reinvestment of dividends and capital gains distributions, if any. Total returns shown are net of Fund fees and expenses but do not reflect fees and charges associated with the variable contracts such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the Fund’s total returns for all periods shown.

The performance data quoted represents past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Periods less than one year are not annualized. Please call toll-free 800-493-3042 or visit the Fund’s website at http://www.geam.com for the most recent month-end performance data.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. An investment in the Fund is subject to risk, including possible loss of principal invested.

The S&P 500^® Index is an unmanaged, market capitalization-weighted index of stocks of 500 large U.S.

companies, which is widely used as a measure of large-cap U.S. stock market performance. The Barclays Capital U.S. Aggregate Bond Index is an unmanaged market value-weighted index of taxable investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. This index is designed to represent the performance of the U.S. investment-grade first rate bond market. The results shown for the foregoing indices assume the reinvestment of net dividends or interest. They do not reflect the actual cost of investing in the instruments that comprise each index.

The peer universe of the underlying annuity funds used for the peer group average annual total return calculation is based on a blend of Morningstar peer categories, as shown. Morningstar is an independent mutual fund rating service. A Fund’s performance may be compared to or ranked within a universe of mutual funds with investment objectives and policies similar but not necessarily identical to that of the Fund.

^©2011 Morningstar, Inc. All Rights Reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is no warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damage or losses relating from any use of this information. Past performance is no guarantee of future results.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc. and a wholly owned subsidiary of GE Asset Management Incorporated, the investment adviser of the Fund.

1

Total Return Fund (unaudited)

Paul M. Colonna

President and Chief Investment Officer — Fixed Income

Ralph R. Layman

President and Chief Investment Officer — Public Equities

Diane M. Wehner

Senior Vice President

Greg Hartch

Senior Vice President

Thomas R. Lincoln

Senior Vice President

David Wiederecht

President and Chief Investment Officer — Investment Strategies

The Total Return Fund is managed by a team of portfolio managers that includes Paul M. Colonna, Greg Hartch, Ralph R. Layman, Thomas R. Lincoln, Diane M. Wehner and David Wiederecht. Mr. Hartch and Mr. Wiederecht are each vested with oversight authority for determining asset allocations for the Fund, including the full discretion to allocate the Fund’s assets to sub-adviser(s) retained by GE Asset Management. Each of the other portfolio managers is responsible for managing one of the following sub-portfolios: U.S. equity, U.S. mid-cap equity, international equity and fixed income. Mr. Lincoln manages the U.S. equity portion, Ms. Wehner manages the U.S. mid-cap equity portion, Mr. Layman manages the international equity portion and Mr. Colonna manages the fixed income portion, each with a team of portfolio managers and analysts. GE Asset Management has also retained Urdang Securities Management, Inc. (“Urdang”) and Palisade Capital Management, L.L.C. (“Palisade”) to each act as sub-adviser to that portion of the Fund’s assets allocated by Mr. Hartch and Mr. Wiederecht to real estate-related investments and small-cap equity investments, respectively. The sub-portfolios underlying the Fund are managed independently of each other and the portfolio managers and sub-adviser(s) have full discretion over their particular sub-portfolio; however, the portfolio management team is collaborative to ensure strict adherence to the Fund’s objectives. In addition to oversight authority for asset allocation, Mr. Hartch and Mr. Wiederecht may at times adjust the Fund’s investment exposure through the use of various investment techniques such as investments in derivative instruments.

Paul M. Colonna is President and Chief Investment Officer — Fixed Income and a Director at GE Asset Management. Since January 2005, he has been responsible for the fixed income portion of the Total Return Fund. Mr. Colonna became President — Fixed Income in March 2007. Prior to joining GE Asset Management in February 2000, Mr. Colonna was a senior portfolio manager with the Federal Home Loan Mortgage Corporation, overseeing the Mortgage Investment Group.

Greg Hartch is a Senior Vice President — Tactical Asset Allocation at GE Asset Management. He has served as a portfolio manager to the Fund since January 2011. Mr. Hartch joined GE Asset Management in 2002 and has held various positions at GE Asset Management including Senior Vice President — Alternative Assets from 2002-2004, Director of Fixed Income Research from 2004-2007 and Managing Director — International Real Estate from 2007 to 2010.

Ralph R. Layman is President and Chief Investment Officer — Public Equities and a Director at GE Asset Management. He manages the overall public equity investments for GE Asset Management. Mr. Layman has been responsible for the international equity portion of the Fund since 1997. Mr. Layman joined GE Asset Management in 1991 as senior vice president for international investments and became an Executive Vice President in 1992 and President — International Equities in March 2007 and President — Public Equities since July 2009.

Thomas R. Lincoln is a Senior Vice President of GE Asset Management. He has been a member of the portfolio management team for the Fund since May 2007. Mr. Lincoln joined GE Asset

2

(unaudited)

Management in 1994 as a financial analyst in U.S. Equities. Mr. Lincoln became part of the investment management team for U.S. Equities in 1997 and portfolio manager for U.S. Equities in 2003.

Diane M. Wehner is a Senior Vice President of GE Asset Management. She has been a portfolio manager of the Fund since January 2006. Before joining GE Asset Management, Ms. Wehner was a Vice President and senior portfolio manager from January 1997 to June 2001, and associate portfolio manager from May 1995 to January 1997, with Benefit Capital Management Corporation. Ms. Wehner has served as an analyst/ portfolio manager in the investment management industry since 1985.

David Wiederecht is the President and Chief Investment Officer — Investment Strategies and a Director at GE Asset Management. He has served as a portfolio manager to the Fund since January 2011. Mr. Wiederecht joined GE Asset Management in 1988 and has held various positions at GE Asset Management including Vice President — Alternative Investments/Private Equity/Hedge Fund from 1998 to 2004, Managing Director — Alternative Investments from 2004 to 2008, and President — Investment Strategies since 2008.

Q. How did the Total Return Fund perform compared to its benchmark and Morningstar peer group for the six-month period ended June 30, 2011?

A. For the six-month period ended June 30, 2011, the Total Return Fund returned 3.65% for Class 1 shares and 3.54% for Class 3 shares. The Fund’s broad based benchmarks, the S&P 500 Index and the Barclays Capital U.S. Aggregate Bond Index, returned 6.02% and 2.72%, respectively. The Fund’s Morningstar peer group of 304 U.S. Moderate Allocation funds returned an average of 4.51% over the same period.

Q. What market factors affected Fund performance?

A. During the first quarter of 2011 the market was affected by several exogenous shocks including the uprisings in the Middle East and North Africa, a massive earthquake in Japan and ensuing tsunami that claimed thousands of lives and affected the global supply chain, and higher prices for oil and commodities that led to rising inflation. However, global economic data remained strong and purchasing managers indices (PMI) continued to expand both in the U.S. and abroad. In the U.S., leading economic indicators, small business lending and

consumer confidence all pointed to improvement in the economy and the unemployment rate fell to 8.8%. Central banks in the U.S. and Europe kept interest rates close to or at historical lows. The fixed income markets, as measured by the Barclays Capital U.S. Aggregate Bond Index, posted lower returns than equities in the first quarter as treasury yields moved higher, reflecting stronger U.S. and global economic growth.

However, in the second quarter the sovereign debt crisis in Europe intensified and economic data in the U.S. and China continued to point to a slowing economy. The U.S. Federal Reserve said they would maintain record monetary stimulus to support a flagging economic recovery after completing a $600 billion bond-purchase that concluded at the end of June. U.S. housing prices remained weak and unemployment came in higher than the U.S. Federal Reserve desired. In Europe, the Greek parliament narrowly approved a €78 billion austerity package of spending cuts, tax hikes, and privatizations, and paved the way for the release of a further installment of the €110 billion international credit facility. In emerging markets, China’s PMI data showed that the economy slowed in each of the last three months and a series of increases in the reserve ratio for banks increased concerns. However, recent comments by Premier Jiabao that price levels are within a controllable range have led many investors to believe that we are close to the end in the tightening cycle.

Q. What were the primary drivers of Fund performance?

A. The primary driver of performance was the Fund’s increased allocation to the equity markets. The Fund benefited from its holdings in U.S. and international stocks with the S&P 500 Index and the MSCI EAFE Index climbing 6.02% and 4.98%, respectively, the last six months. A lower allocation to fixed income markets was beneficial as the Barclays Capital U.S. Aggregate Bond Index only rose 2.72% during the same period. The Fund’s ending allocation to equities as of June 30^th was approximately 67% and the allocation to fixed income was 31% with the remaining 2% held in cash. Security selection as a result of active management was a negative factor as several strategies were adversely impacted by the macro events described above.

3

Total Return Fund (unaudited)

Q. How is the Fund positioned at the end of the period?

A. As of June 30^th the Fund’s equity allocation was 67%, while fixed income exposure was 31% and 2% was allocated to cash. Within U.S. equities the Fund had a higher exposure to large caps at 30%, while mid cap and small cap exposure was 9% and 1%, respectively. The Fund’s exposure to International stocks was 21% and the allocation to Emerging Markets remained at 3%. The Fund also maintained a 1% allocation to REIT’s.

We remain constructive on the prospects for healthy global growth, though it may be at a slower pace than originally anticipated. Central banks in the U.S. and Europe remain accommodative and supply chain issues in Japan have abated. There are also signs that inflation may be peaking in emerging markets as commodity prices have eased since last quarter. Corporate balance sheets remain healthy and have been assisted by very low interest rates. We believe valuations for equities are not stretched and remain below historical averages while equity risk premiums are still high offering the possibility for further gains. Additionally, commodity prices have eased, which should provide consumers some much needed breathing room. We anticipate that the markets are likely to remain volatile due to outstanding sovereign debt issues, but believe that there is potential for price appreciation in the second half of the year.

4

Total Return Fund (unaudited)

Understanding Your Fund’s Expenses

As a shareholder of the Fund you incur ongoing costs. Ongoing costs include portfolio management fees, distribution and services fees (for Class 3 shares), professional fees, administrative fees and other Fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors in each share class of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended June 30, 2011.

Actual Expenses

The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value

divided by $1,000 = 8.6), then multiply the result by the number given for your class under the heading “Expenses paid during period.”

Hypothetical Example for Comparison Purposes

The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholders reports of other funds.

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transaction costs, such as sales charges or redemption fees, if any. Additionally, the expenses shown do not reflect the fees or charges associated with variable contracts through which shares of the Fund are offered.

January 1, 2011 - June 30, 2011

	Account value at the beginning of the period  ($)		Account value at the end of the period ($)		Expenses paid during the period ($)*
Actual Fund Return**
Class 1		1,000.00		1,036.54		3.69
Class 3		1,000.00		1,035.41		4.95
Hypothetical 5% Return (2.5% for the period)
Class 1		1,000.00		1,020.95		3.66
Class 3		1,000.00		1,019.74		4.91

* Expenses are equal to the Fund’s annualized expense ratio of 0.73% for Class 1 Shares and 0.98% for Class 3 Shares (for the period January 1, 2011—June 30, 2011), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

** Actual Fund Returns for the six-month period ended June 30, 2011 were as follows: 3.65% for Class 1 shares and 3.54% for Class 3 shares. Past performance does not guarantee future results.

5

Total Return Fund (unaudited)

Investment Profile

A mutual fund designed for investors who seek the highest total return, composed of current income and capital appreciation, as is consistent with prudent investment risk. The Fund seeks its objective by investing primarily in a combination of U.S. and foreign (non-U.S.) equity and debt securities and cash. The Fund’s asset allocation process utilizes information from GE Asset Management’s Asset Allocation Committee to diversify holdings across these asset classes.

Morningstar Performance Comparison

Based on average annual returns for periods ended June 30, 2011

	Six Months*		One Year		Five Year		Ten Year
Number of Funds in peer group:		304		292		196		135
Peer group average annual total return:		4.51%		21.09%		3.97%		4.09%
Morningstar category in peer group: U.S. Insurance Moderate Allocation

Sector Allocation

as a % of Fair Value of $3,008,388 (in thousands) on June 30, 2011 ^(b)(c)

Top Ten Largest Holdings

as of June 30, 2011 (as a % of Fair Value) ^(b)(c)

U.S. Treasury Note 2.00%, 04/30/16	1.60	%
U.S. Treasury Bonds 4.75%, 02/15/41	1.54	%
Government National Mortgage Assoc. 4.50%, TBA	1.25	%
Federal National Mortgage Assoc. 4.50%, TBA	1.21	%
Federal National Mortgage Assoc. 4.50%, 05/01/08	1.17	%
Federal National Mortgage Assoc. 5.50%, 04/01/14	0.90	%
PepsiCo Inc.	0.77	%
Schlumberger Ltd.	0.72	%
Federal National Mortgage Assoc. 4.00%, TBA	0.71	%
Baidu Inc. ADR	0.68	%

Change in Value of a $10,000 Investment

Class 1 Shares

Average Annual Total Return

for the Periods Ended June 30, 2011

Class 1 Shares (Inception date: 7/1/85)

	Six Months*		One Year		Five Year		Ten Year		Ending Value of a $10,000 investment (a)
Total Return Fund		3.65%		20.98%		3.68%		4.23%	$	15,135
S&P 500 Index		6.02%		30.69%		2.94%		2.72%	$	13,076
Barclays Capital U.S. Aggregate Bond Index		2.72%		3.90%		6.52%		5.75%	$	17,481

Change in Value of a $10,000 Investment

Class 3 Shares

Average Annual Total Return

for the Periods Ended June 30, 2011

Class 3 Shares (Inception date: 5/1/06)

	Six Months*		One Year		Five Year		Since Inception		Ending Value of a $10,000 investment (a)
Total Return Fund		3.54%		20.73%		3.52%		2.79%	$	11,530
S&P 500 Index		6.02%		30.69%		2.94%		2.29%	$	11,244
Barclays Capital U.S. Aggregate Bond Index		2.72%		3.90%		6.52%		6.33%	$	13,730

(a) Ending value of a $10,000 investment for the ten-year period or since inception, whichever is less.

(b) The securities information regarding holdings, allocations and other characteristics is presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security.

(c) Fair value basis is inclusive of Short-Term Investment in GE Institutional Money Market Fund.

* Total returns for the six month period ended June 30, 2011 are not annualized.

See Notes to Performance on page 1 for further information, including an explanation of Morningstar peer categories.

Past performance does not predict future performance and the graphs and tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares and does not reflect the fees or charges that would be associated with variable contracts through which shares of the Fund are offered.

6

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

Total Return Fund

	Number of Shares		Fair Value
Domestic Equity — 38.9%†
Advertising — 0.5%
Arbitron Inc.		23,300	$	962,989
Omnicom Group Inc.		293,631		14,141,270
				15,104,259
Aerospace & Defense — 1.0%
Alliant Techsystems Inc.		41,117		2,932,876
General Dynamics Corp.		11,529		859,141
Hexcel Corp.		186,302		4,078,150	(a)
Honeywell International Inc.		223,917		13,343,214
Rockwell Collins Inc.		90,926		5,609,225
Teledyne Technologies Inc.		17,400		876,264	(a)
United Technologies Corp.		22,717		2,010,682
				29,709,552
Agricultural Products — 0.1%
Archer-Daniels-Midland Co.		138,348		4,171,192
Air Freight & Logistics — 0.2%
FedEx Corp.		41,504		3,936,654
United Parcel Service Inc.		5,923		431,964
UTi Worldwide Inc.		72,843		1,434,279
				5,802,897
Apparel Retail — 0.1%
Aeropostale Inc.		22,700		397,250	(a)
American Eagle Outfitters Inc.		14,600		186,150
The Buckle Inc.		7,800		333,060
Urban Outfitters Inc.		77,325		2,176,699	(a)
				3,093,159
Apparel, Accessories & Luxury Goods — 0.2%
Coach Inc.		83,310		5,326,008
Maidenform Brands Inc.		15,800		437,028	(a)
				5,763,036
Application Software — 0.3%
ACI Worldwide Inc.		12,200		411,994	(a)
Blackbaud Inc.		28,300		784,476
Blackboard Inc.		35,278		1,530,712	(a)
Citrix Systems Inc.		59,139		4,731,120	(a)
Ebix Inc.		10,600		201,930	(a)
Parametric Technology Corp.		35,600		816,308	(a)
Solera Holdings Inc.		3,000		177,480
SS&C Technologies Holdings Inc.		28,300		562,321	(a)
SuccessFactors Inc.		26,248		771,691	(a)
				9,988,032
Asset Management & Custody Banks — 1.3%
Affiliated Managers Group Inc.		47,872		4,856,614	(a)

	Number of Shares		Fair Value
Ameriprise Financial Inc.		140,825	$	8,122,786
Invesco Ltd.		375,613		8,789,344
State Street Corp.		251,250		11,328,862	(e)
The Bank of New York Mellon Corp.		169,476		4,341,975
				37,439,581
Automotive Retail — 0.1%
O’Reilly Automotive Inc.		62,262		4,078,784	(a)
Biotechnology — 1.2%
Alexion Pharmaceuticals Inc.		63,402		2,981,796
Amgen Inc.		169,895		9,913,373	(a,h)
Cubist Pharmaceuticals Inc.		6,500		233,935	(a)
Gilead Sciences Inc.		356,501		14,762,706	(a)
Human Genome Sciences Inc.		90,680		2,225,287	(a)
Incyte Corp Ltd.		91,276		1,728,767	(a)
Vertex Pharmaceuticals Inc.		77,042		4,005,414	(a)
				35,851,278
Broadcasting — 0.1%
Discovery Communications Inc. (Class A)		23,369		957,194	(a)
Discovery Communications Inc. (Class C)		39,174		1,431,810	(a)
				2,389,004
Cable & Satellite — 0.4%
DIRECTV		108,159		5,496,640	(a)
Liberty Global Inc.		116,537		4,976,130	(a)
Sirius XM Radio Inc.		144,463		316,374	(a)
				10,789,144
Casinos & Gaming — 0.1%
Penn National Gaming Inc.		92,033		3,712,611	(a)
Coal & Consumable Fuels — 0.3%
Peabody Energy Corp.		148,011		8,719,329
Communications Equipment — 1.0%
Cisco Systems Inc.		593,081		9,257,994	(h)
Juniper Networks Inc.		111,414		3,509,541	(a)
QUALCOMM Inc.		300,376		17,058,353
				29,825,888
Computer Hardware — 0.7%
Apple Inc.		48,036		16,124,244	(a)
Hewlett-Packard Co.		78,310		2,850,484
				18,974,728
Computer Storage & Peripherals — 0.1%
Synaptics Inc.		120,271		3,095,776	(a)
Construction & Engineering — 0.1%
Quanta Services Inc.		159,038		3,212,568	(a)

See Notes to Schedule of Investments and Notes to Financial Statements.

7

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Construction & Farm Machinery & Heavy Trucks — 0.3%
Cummins Inc.		20,117	$	2,081,908
Deere & Co.		64,079		5,283,313
				7,365,221
Consumer Finance — 0.2%
American Express Co.		131,260		6,786,142
Discover Financial Services		11,529		308,401
				7,094,543
Data Processing & Outsourced Services — 0.7%
Automatic Data Processing Inc.		24,340		1,282,231
Global Cash Access Holdings Inc.		44,100		140,238	(a)
The Western Union Co.		560,888		11,234,586
Visa Inc.		80,318		6,767,595
				19,424,650
Department Stores — 0.1%
Macy’s Inc.		97,996		2,865,403
Distributors — 0.1%
Genuine Parts Co.		26,334		1,432,570
LKQ Corp.		46,200		1,205,358	(a)
				2,637,928
Diversified Chemicals — 0.1%
EI du Pont de Nemours & Co.		30,390		1,642,579
Diversified Financial Services — 1.4%
Bank of America Corp.		516,458		5,660,379
Citigroup Inc.		53,034		2,208,336
Comerica Inc.		82,682		2,858,317
JPMorgan Chase & Co.		472,347		19,337,886
US BanCorp		76,946		1,962,892
Wells Fargo & Co.		249,029		6,987,753
				39,015,563
Diversified Metals & Mining — 0.2%
Compass Minerals International Inc.		5,900		507,813
Freeport-McMoRan Copper & Gold Inc.		83,094		4,395,672
Molycorp Inc.		21,659		1,322,499	(a)
				6,225,984
Diversified REITs — 0.1%
Colonial Properties Trust		23,670		482,868
Liberty Property Trust		10,600		345,348
Vornado Realty Trust		19,390		1,806,760
				2,634,976
Diversified Support Services — 0.0%*
Healthcare Services Group Inc.		28,000		455,000
Drug Retail — 0.1%
CVS Caremark Corp.		63,410		2,382,948

	Number of Shares		Fair Value
Education Services — 0.0%*
Lincoln Educational Services Corp.		5,800	$	99,470
Electric Utilities — 0.6%
FirstEnergy Corp.		21,906		967,150
IDACORP Inc.		18,500		730,750
ITC Holdings Corp.		111,940		8,033,934
NextEra Energy Inc.		100,845		5,794,554
Southern Co.		75,453		3,046,792
				18,573,180
Electrical Components & Equipment — 0.4%
Cooper Industries PLC		130,968		7,814,860
Emerson Electric Co.		52,736		2,966,400
Woodward Governor Co.		18,300		637,938
				11,419,198
Electronic Components — 0.1%
Corning Inc.		145,434		2,639,627
Fertilizers & Agricultural Chemicals — 0.4%
Intrepid Potash Inc.		51,315		1,667,737	(a)
Monsanto Co.		130,646		9,477,061
The Mosaic Co.		12,695		859,832
				12,004,630
Food Distributors — 0.1%
Spartan Stores Inc.		8,000		156,240
Sysco Corp.		44,623		1,391,345
				1,547,585
Footwear — 0.0%*
Deckers Outdoor Corp.		11,500		1,013,610
General Merchandise Stores — 0.3%
Target Corp.		190,570		8,939,639
Healthcare Distributors — 0.1%
Cardinal Health Inc.		35,739		1,623,265
Owens & Minor Inc.		23,000		793,270
				2,416,535
Healthcare Equipment — 0.9%
Covidien PLC		296,185		15,765,928
Gen-Probe Inc.		25,120		1,737,048	(a)
Masimo Corp.		128,429		3,811,773
ResMed Inc.		92,373		2,858,944
Thoratec Corp.		15,400		505,428	(a)
				24,679,121
Healthcare Facilities — 0.1%
HCA Holdings Inc.		80,703		2,663,199	(a)
Sun Healthcare Group Inc.		10,601		85,020	(a)
				2,748,219

See Notes to Schedule of Investments and Notes to Financial Statements.

8

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Healthcare Services — 0.7%
Bio-Reference Laboratories Inc.		46,300	$	967,670	(a)
Catalyst Health Solutions Inc.		92,145		5,143,534	(a)
Express Scripts Inc.		166,536		8,989,613	(a)
HMS Holdings Corp.		9,700		745,639	(a)
Mednax Inc.		12,500		902,375	(a)
Omnicare Inc.		146,418		4,669,270
				21,418,101
Healthcare Technology — 0.1%
Computer Programs & Systems Inc.		6,000		380,880
MedAssets Inc.		129,640		1,731,990	(a)
				2,112,870
Home Building — 0.1%
MDC Holdings Inc.		83,477		2,056,873
Home Entertainment Software — 0.1%
Activision Blizzard Inc.		307,986		3,597,276
Home Furnishing Retail — 0.2%
Aaron’s Inc.		19,300		545,418
Bed Bath & Beyond Inc.		79,931		4,665,572	(a)
				5,210,990
Home Improvement Retail — 0.4%
Home Depot Inc.		56,792		2,057,006
Lowe’s companies Inc.		368,900		8,599,059
				10,656,065
Hotels, Resorts & Cruise Lines — 0.2%
Carnival Corp.		63,315		2,382,543
Hyatt Hotels Corp.		9,610		392,280	(a)
Royal Caribbean Cruises Ltd.		78,421		2,951,766	(a)
				5,726,589
Household Products — 0.6%
Clorox Co.		103,422		6,974,779
Kimberly-Clark Corp.		32,140		2,139,238
The Procter & Gamble Co.		147,268		9,361,827
				18,475,844
Housewares & Specialties — 0.0%*
Jarden Corp.		29,200		1,007,692
Hypermarkets & Super Centers — 0.1%
Wal-Mart Stores Inc.		33,047		1,756,118
Independent Power Producers & Energy Traders — 0.4%
Calpine Corp.		192,391		3,103,267	(a)
The AES Corp.		638,307		8,132,031	(a)
				11,235,298

	Number of Shares		Fair Value
Industrial Gases — 0.4%
Praxair Inc.		101,104	$	10,958,662
Industrial Machinery — 0.3%
Eaton Corp.		70,832		3,644,306
Harsco Corp.		179,789		5,861,121
Mueller Industries Inc.		7,900		299,489
				9,804,916
Industrial REITs — 0.1%
DCT Industrial Trust Inc.		34,140		178,552
Prologis Inc.		52,520		1,882,317
				2,060,869
Integrated Oil & Gas — 1.4%
Chevron Corp.		144,327		14,842,588
ConocoPhillips		66,528		5,002,240
Exxon Mobil Corp.		139,459		11,349,173	(h)
Marathon Oil Corp.		63,409		3,340,386
Occidental Petroleum Corp.		44,645		4,644,866
				39,179,253
Integrated Telecommunication Services — 0.6%
AT&T Inc.		292,062		9,173,667
Verizon Communications Inc.		196,763		7,325,486
Windstream Corp.		61,706		799,710
				17,298,863
Internet Retail — 0.1%
Amazon.com Inc.		7,727		1,580,094	(a)
HomeAway Inc.		6,873		265,985	(a)
				1,846,079
Internet Software & Services — 0.7%
Equinix Inc.		74,565		7,532,556	(a)
Google Inc.		16,647		8,429,708
MercadoLibre Inc.		37,099		2,943,435
Monster Worldwide Inc.		159,143		2,333,036	(a)
				21,238,735
Investment Banking & Brokerage — 0.4%
GFI Group Inc.		47,900		219,861
Morgan Stanley		123,059		2,831,588
Raymond James Financial Inc.		24,300		781,245
The Goldman Sachs Group Inc.		59,498		7,918,589
				11,751,283
IT Consulting & Other Services — 0.7%
International Business Machines Corp.		111,998		19,213,257	(h)
Life & Health Insurance — 0.5%
MetLife Inc.		145,146		6,367,555
Prudential Financial Inc.		140,263		8,919,324
				15,286,879

See Notes to Schedule of Investments and Notes to Financial Statements.

9

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Life Sciences Tools & Services — 0.9%
Bruker Corp.		44,000	$	895,840	(a)
Covance Inc.		58,862		3,494,637	(a)
Illumina Inc.		69,897		5,252,760	(a)
Mettler-Toledo International Inc.		25,122		4,237,328	(a)
PerkinElmer Inc.		60,632		1,631,608
Thermo Fisher Scientific Inc.		146,457		9,430,367	(a)
				24,942,540
Managed Healthcare — 0.0%*
Molina Healthcare Inc.		31,350		850,212
Movies & Entertainment — 0.8%
Liberty Media Corporation-Capital		23,623		2,025,672	(a)
News Corp.		344,565		6,098,801
The Walt Disney Co.		97,996		3,825,764
Time Warner Inc.		319,066		11,604,430
				23,554,667
Multi-Line Insurance — 0.3%
Hartford Financial Services Group Inc.		87,620		2,310,539
HCC Insurance Holdings Inc.		210,564		6,632,766
				8,943,305
Multi-Utilities — 0.3%
Dominion Resources Inc.		187,177		9,035,034
Xcel Energy Inc.		38,474		934,918
				9,969,952
Office Electronics — 0.0%*
Zebra Technologies Corp.		11,700		493,389	(a)
Office REITs — 0.4%
Alexandria Real Estate Equities Inc.		9,250		716,135
BioMed Realty Trust Inc.		38,400		738,816
Boston Properties Inc.		11,430		1,213,409
Brandywine Realty Trust		24,020		278,392
CommonWealth		24,580		635,147
Coresite Realty Corp.		13,700		224,680
Corporate Office Properties Trust		6,980		217,148
Digital Realty Trust Inc.		26,960		1,665,589
Douglas Emmett Inc.		140,508		2,794,704
Duke Realty Corp.		44,730		626,667
Hudson Pacific Properties Inc.		18,160		282,025
Kilroy Realty Corp.		12,550		495,600
Parkway Properties Inc.		11,130		189,878
SL Green Realty Corp.		31,136		2,580,240
				12,658,430
Office Services & Supplies — 0.0%*
Herman Miller Inc.		6,600		179,652
Oil & Gas Drilling — 0.1%
Noble Corp.		73,016		2,877,561
Pioneer Drilling Co.		34,300		522,732	(a)
				3,400,293

	Number of Shares		Fair Value
Oil & Gas Equipment & Services — 1.3%
Dresser-Rand Group Inc.		74,017	$	3,978,414	(a)
Dril-Quip Inc.		2,900		196,707	(a)
Halliburton Co.		91,004		4,641,204
McDermott International Inc.		94,100		1,864,121	(a)
National Oilwell Varco Inc.		28,822		2,254,169
Oil States International Inc.		12,700		1,014,857	(a)
Schlumberger Ltd.		250,657		21,656,765
Weatherford International Ltd.		143,919		2,698,481	(a)
				38,304,718
Oil & Gas Exploration & Production — 1.0%
Apache Corp.		107,223		13,230,246
Devon Energy Corp.		23,058		1,817,201
Petrohawk Energy Corp.		127,688		3,150,063	(a)
Pioneer Natural Resources Co.		33,966		3,042,335
Quicksilver Resources Inc.		140,953		2,080,466	(a)
SM Energy Co.		13,000		955,240
Southwestern Energy Co.		95,249		4,084,277	(a)
Ultra Petroleum Corp.		30,400		1,392,320	(a)
				29,752,148
Oil & Gas Storage & Transportation — 0.4%
El Paso Corp.		341,079		6,889,796
Spectra Energy Corp.		123,660		3,389,521
				10,279,317
Packaged Foods & Meats — 0.8%
ConAgra Foods Inc.		92,232		2,380,508
Kellogg Co.		30,830		1,705,516
Kraft Foods Inc.		389,822		13,733,429
McCormick & Company Inc.		51,736		2,564,554	(h)
Mead Johnson Nutrition Co.		36,175		2,443,621
Smithfield Foods Inc.		13,200		288,684	(a)
				23,116,312
Paper Packaging — 0.0%*
Packaging Corporation of America		33,500		937,665
Personal Products — 0.1%
Avon Products Inc.		73,749		2,064,972
Pharmaceuticals — 1.6%
Abbott Laboratories		21,906		1,152,694
Bristol-Myers Squibb Co.		251,847		7,293,489
Hospira Inc.		112,434		6,370,511	(a)
Johnson & Johnson		188,669		12,550,262
Merck & Company Inc.		67,000		2,364,430
Pfizer Inc.		769,117		15,843,811
				45,575,197
Precious Metals & Minerals — 0.0%*
Stillwater Mining Co.		64,980		1,430,210	(a)

See Notes to Schedule of Investments and Notes to Financial Statements.

10

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Property & Casualty Insurance — 0.7%
ACE Ltd.		212,054	$	13,957,395
Chubb Corp.		69,174		4,330,984
The Travelers companies Inc.		34,887		2,036,703
				20,325,082
Publishing — 0.0%*
John Wiley & Sons Inc.		5,000		260,050
Rail Roads — 0.2%
Genesee & Wyoming Inc.		19,300		1,131,752	(a)
Union Pacific Corp.		37,790		3,945,276
				5,077,028
Real Estate Services — 0.2%
CB Richard Ellis Group Inc. (REIT)		237,657		5,967,567	(a)
Regional Banks — 0.2%
Cullen Frost Bankers Inc.		9,900		562,815
Fulton Financial Corp.		18,000		192,780
Prosperity Bancshares Inc.		14,300		626,626
Sterling Bancorp		9,500		90,155
SVB Financial Group		11,200		668,752	(a)
Westamerica Bancorp.		7,300		359,525
Zions Bancorp.		79,715		1,913,957
				4,414,610
Reinsurance — 0.2%
PartnerRe Ltd.		51,908		3,573,866
RenaissanceRe Holdings Ltd.		17,294		1,209,715
				4,783,581
Research & Consulting Services — 0.3%
FTI Consulting Inc.		41,472		1,573,448	(a)
IHS Inc.		47,073		3,926,830	(a)
Nielsen Holdings N.V.		126,819		3,951,680	(a)
Resources Connection Inc.		8,500		102,340
				9,554,298
Residential REITs — 0.2%
American Campus Communities Inc.		9,680		343,834
Apartment Investment & Management Co.		16,720		426,862
AvalonBay Communities Inc.		5,020		644,568
Camden Property Trust		11,490		730,994
Equity Residential		36,230		2,173,800
Essex Property Trust Inc.		7,320		990,323
UDR Inc.		19,770		485,354
				5,795,735
Restaurants — 0.2%
Cracker Barrel Old Country Store Inc.		19,300		951,683
McDonald’s Corp.		53,547		4,515,083

	Number of Shares		Fair Value
Wendy’s Arby’s Group Inc.		36,000	$	182,520
				5,649,286
Retail REITs — 0.3%
Acadia Realty Trust		12,770		259,614
Developers Diversified Realty Corp.		34,240		482,784
Excel Trust Inc.		13,660		150,670
Federal Realty Investment Trust		4,540		386,717
General Growth Properties Inc.		39,280		655,583
Kimco Realty Corp.		50,470		940,761
National Retail Properties Inc.		28,470		697,800
Pennsylvania Real Estate Investment Trust		2,070		32,499
Simon Property Group Inc.		21,790		2,532,652
Tanger Factory Outlet Centers		8,820		236,111
Taubman Centers Inc.		4,060		240,352
The Macerich Co.		27,260		1,458,410
				8,073,953
Security & Alarm Services — 0.2%
Corrections Corporation of America		295,421		6,395,864	(a)
Semiconductor Equipment — 0.1%
Applied Materials Inc.		73,786		959,956
KLA-Tencor Corp.		60,506		2,449,283
Rudolph Technologies Inc.		52,200		559,062	(a)
				3,968,301
Semiconductors — 0.9%
Cree Inc.		36,616		1,229,931	(a)
Hittite Microwave Corp.		65,380		4,047,676	(a)
Intel Corp.		328,152		7,271,848
Marvell Technology Group Ltd.		201,757		2,978,942	(a)
Microchip Technology Inc.		92,746		3,516,001
Microsemi Corp.		35,100		719,550	(a)
Semtech Corp.		19,300		527,662	(a)
Texas Instruments Inc.		206,884		6,792,002
				27,083,612
Soft Drinks — 0.9%
Coca-Cola Enterprises Inc.		96,236		2,808,166
PepsiCo Inc.		327,172		23,042,724
				25,850,890
Specialized Consumer Services — 0.0%*
Matthews International Corp.		2,900		116,435
Specialized Finance — 0.4%
CBOE Holdings Inc.		73,767		1,814,668
CME Group Inc.		26,838		7,825,692
MSCI Inc.		49,308		1,857,925	(a)
				11,498,285
Specialized REITs — 0.4%
DiamondRock Hospitality Co.		22,310		239,386

See Notes to Schedule of Investments and Notes to Financial Statements.

11

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
HCP Inc.		29,840	$	1,094,830
Healthcare Inc.		51,251		2,687,090
Host Hotels & Resorts Inc.		47,840		810,888
LaSalle Hotel Properties		14,280		376,135
Omega Healthcare Investors Inc.		32,100		674,421
Pebblebrook Hotel Trust		11,960		241,472
Public Storage		23,370		2,664,414
Rayonier Inc.		12,628		825,240
RLJ Lodging Trust		12,380		215,041
Sabra Healthcare REIT Inc.		10,101		168,788
Senior Housing Properties Trust		3,970		92,938
Sunstone Hotel Investors Inc.		29,770		275,968	(a)
U-Store-It Trust		20,580		216,502
Ventas Inc.		33,050		1,742,065
				12,325,178
Specialty Chemicals — 0.2%
Albemarle Corp.		10,146		702,103
Cytec Industries Inc.		32,968		1,885,440
Nalco Holding Co.		95,597		2,658,553
Sensient Technologies Corp.		15,700		581,999
				5,828,095
Specialty Stores — 0.1%
Dick’s Sporting Goods Inc.		28,892		1,110,897	(a)
Staples Inc.		79,453		1,255,357
				2,366,254
Steel — 0.6%
Allegheny Technologies Inc.		238,408		15,131,756
Cliffs Natural Resources Inc.		6,642		614,053
Commercial Metals Co.		40,300		578,305
Steel Dynamics Inc.		78,902		1,282,157
				17,606,271
Systems Software — 1.2%
MICROS Systems Inc.		18,800		934,548	(a)
Microsoft Corp.		678,077		17,630,002	(h)
Oracle Corp.		282,552		9,298,786
Rovi Corp.		109,339		6,271,685	(a)
				34,135,021
Thrifts & Mortgage Finance — 0.2%
BankUnited Inc.		58,146		1,543,195
People’s United Financial Inc.		288,805		3,881,539
				5,424,734
Tobacco — 0.1%
Philip Morris International Inc.		50,942		3,401,397
Trading Companies & Distributors — 0.2%
Applied Industrial Technologies Inc.		21,000		747,810
MSC Industrial Direct Co.		51,000		3,381,810
RSC Holdings Inc.		19,900		238,004	(a)
				4,367,624

	Number of Shares		Fair Value
Trucking — 0.0%*
Old Dominion Freight Line Inc.		25,650	$	956,745
Water Utilities — 0.0%*
American Water Works Company Inc.		35,698		1,051,306
Wireless Telecommunication Services — 0.7%
American Tower Corp.		161,147		8,432,822	(a)
NII Holdings Inc.		258,214		10,943,109	(a)
				19,375,931
Total Domestic Equity (Cost $973,225,105)				1,129,545,051
Foreign Equity — 25.9%
Common Stock — 25.3%
Aerospace & Defense — 0.7%
CAE Inc.		284,869		3,840,168
European Aeronautic Defence and Space Company N.V.		168,826		5,649,343
Safran S.A.		234,856		10,027,894
				19,517,405
Agricultural Products — 0.1%
China Agri-Industries Holdings Ltd.		598,274		634,315
Cosan SA Industria e Comercio		69,540		1,095,013
				1,729,328
Airlines — 0.1%
International Consolidated Airlines Group S.A.		569,021		2,317,639	(a)
Apparel Retail — 0.1%
Belle International Holdings Ltd.		125,438		264,377
Esprit Holdings Ltd.		1,025,976		3,190,827
				3,455,204
Apparel, Accessories & Luxury Goods — 0.2%
Adidas AG		64,693		5,130,591
China Dongxiang Group Co.		2,602,496		826,110
Ports Design Ltd.		297,244		702,881
				6,659,582
Application Software — 0.3%
Autonomy Corporation PLC		152,209		4,171,295	(a)
SAP AG		84,729		5,128,748
				9,300,043
Auto Parts & Equipment — 0.0%*
Exide Industries Ltd.		124,800		452,130

See Notes to Schedule of Investments and Notes to Financial Statements.

12

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Automobile Manufacturers — 0.8%
Daimler AG		52,225	$	3,929,783
Hyundai Motor Co.		17,938		3,981,929
Kia Motors Corp.		8,070		546,491
Mahindra & Mahindra Ltd.		24,852		389,159
Suzuki Motor Corp.		472,995		10,571,520
Toyota Motor Corp.		113,665		4,644,558
				24,063,440
Brewers — 0.0%*
Anadolu Efes Biracilik Ve Malt Sanayii AS		42,447		573,714
Carlsberg A/S		3,852		418,924
				992,638
Broadcasting — 0.1%
Grupo Televisa S.A. ADR		29,498		725,651
Zee Entertainment Enterprises Ltd.		338,322		1,021,721
				1,747,372
Building Products — 0.2%
Daikin Industries Ltd.		134,000		4,708,915
Casinos & Gaming — 0.0%*
Genting Bhd		318,198		1,182,375
Coal & Consumable Fuels — 0.1%
Adaro Energy Tbk PT		2,265,878		647,356
Paladin Energy Ltd.		562,413		1,517,340	(a)
				2,164,696
Communications Equipment — 0.2%
HTC Corp.		22,115		743,750
Telefonaktiebolaget LM Ericsson		375,740		5,430,621
				6,174,371
Construction & Engineering — 0.4%
China State Construction International Holdings Ltd.		1,311,198		1,331,208
Doosan Heavy Industries and Construction Company Ltd.		12,136		642,237
Larsen & Toubro Ltd.		126,330		5,177,545
Vinci S.A.		81,207		5,200,483
				12,351,473
Construction & Farm Machinery & Heavy Trucks — 0.1%
First Tractor Company Ltd.		597,486		743,282
Sany Heavy Equipment International Holdings Company Ltd.		1,470,339		1,676,068
United Tractors Tbk PT		340,837		989,661
				3,409,011
Department Stores — 0.0%*
Golden Eagle Retail Group Ltd.		135,000		343,518

	Number of Shares		Fair Value
Distillers & Vintners — 0.3%
Diageo PLC		389,179	$	7,953,803
Diageo PLC ADR		16,597		1,358,796
				9,312,599
Diversified Capital Markets — 0.2%
Credit Suisse Group AG		169,666		6,589,167
Diversified Financial Services — 2.9%
Axis Bank Ltd.		34,316		986,050
Banco Santander Brasil S.A.		227,253		2,662,013
Banco Santander S.A.		717,264		8,280,919
Bank of China Ltd.		10,401,949		5,079,827
Bank Rakyat Indonesia Persero Tbk PT		1,672,996		1,268,086
BNP Paribas		220,234		16,996,661
Grupo Financiero Banorte SAB de C.V.		145,825		661,049
HSBC Holdings PLC		1,469,577		14,590,119
ICICI Bank Ltd.		217,113		5,297,600
ING Groep N.V.		437,804		5,388,390	(a)
Kasikornbank PCL		281,247		1,144,211
KB Financial Group Inc.		9,285		439,182
Lloyds Banking Group PLC		6,516,760		5,126,545	(a)
Metropolitan Bank & Trust		529,126		854,709
Standard Bank Group Ltd.		50,160		739,710
UniCredit S.p.A.		3,453,454		7,310,201
United Overseas Bank Ltd.		377,717		6,055,287
VTB Bank OJSC GDR		96,716		596,254	(a)
				83,476,813
Diversified Metals & Mining — 1.5%
Anglo American PLC		21,007		1,041,281
Antofagasta PLC		113,878		2,548,588
BHP Billiton PLC		332,422		13,086,010
Eurasian Natural Resources Corporation PLC		137,911		1,730,314
First Quantum Minerals Ltd.		5,183		755,190
Lynas Corporation Ltd.		2,556,609		4,883,123
New World Resources PLC		30,914		454,123
Rio Tinto PLC		242,034		17,448,901
Xstrata PLC		73,090		1,609,351
				43,556,881
Diversified Real Estate Activities — 0.3%
Mitsubishi Estate Company Ltd. (REIT)		94,982		1,653,599
Sumitomo Realty & Development Company Ltd. (REIT)		198,000		4,386,107
Wharf Holdings Ltd.		517,942		3,597,721
				9,637,427
Diversified Support Services — 0.2%
Aggreko PLC		56,220		1,741,085	(a)
Brambles Ltd.		527,995		4,081,258
				5,822,343

See Notes to Schedule of Investments and Notes to Financial Statements.

13

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Electric Utilities — 0.2%
Farglory Land Development Company Ltd. GDR		21,440	$	620,763
Power Grid Corporation of India Ltd.		1,067,617		2,622,322
Reliance Infrastructure Ltd.		92,805		1,111,625	(a)
				4,354,710
Electrical Components & Equipment — 0.2%
Schneider Electric S.A.		23,708		3,959,772
Zhuzhou CSR Times Electric Company Ltd.		265,574		894,206
				4,853,978
Electronic Components — 0.2%
Delta Electronics Inc.		1,841,890		6,765,171
Electronic Equipment & Instruments — 0.0%*
China Security & Surveillance Technology Inc.		91,360		484,208	(a)
Elster Group SE ADR		15,000		245,700	(a)
Wasion Group Holdings Ltd.		479,154		224,760
				954,668
Electronic Manufacturing Services — 0.1%
Hon Hai Precision Industry Company Ltd.		430,725		1,477,063
Fertilizers & Agricultural Chemicals — 0.9%
Potash Corporation of Saskatchewan Inc.††		36,893		2,102,532
Potash Corporation of Saskatchewan Inc.††		215,460		12,296,692
Sociedad Quimica y Minera de Chile S.A. ADR		28,530		1,846,462
Syngenta AG		27,779		9,363,041
				25,608,727
Food Distributors — 0.0%*
Bizim Toptan Satis Magazalari AS		19,041		304,844
Food Retail — 0.3%
Koninklijke Ahold N.V.		137,789		1,851,099
Magnit OJSC GDR		24,392		765,665	(a)
Shoprite Holdings Ltd.		57,240		859,571
Tesco PLC		724,967		4,678,873
				8,155,208
Gold — 0.2%
Kinross Gold Corp.		290,372		4,582,288
Healthcare Distributors — 0.0%*
Sinopharm Group Co.		31,042		104,122
Healthcare Services — 0.3%
Diagnosticos da America S.A.		50,600		680,173

	Number of Shares		Fair Value
Fresenius SE & Company KGAA		69,287	$	7,230,800
				7,910,973
Healthcare Supplies — 0.3%
Cie Generale d’Optique Essilor International S.A.		109,178		8,853,250
Shandong Weigao Group Medical Polymer Company Ltd.		442,797		641,896
				9,495,146
Heavy Electrical Equipment — 0.0%*
Dongfang Electric Corporation Ltd.		132,000		487,711
Hotels, Resorts & Cruise Lines — 0.1%
Accor S.A.		47,115		2,106,328
Minor International PCL		1,211,000		449,321
				2,555,649
Household Appliances — 0.0%*
Techtronic Industries Co.		467,998		558,139
Household Products — 0.6%
Reckitt Benckiser Group PLC		156,688		8,653,488
Unicharm Corp.		178,900		7,775,371
				16,428,859
Human Resource & Employment Services — 0.1%
The Capita Group PLC		227,411		2,612,270
Hypermarkets & Super Centers — 0.3%
Metro AG		124,685		7,554,563
Industrial Conglomerates — 1.0%
Chongqing Machinery & Electric Company Ltd.		1,724,541		558,502
Hutchison Whampoa Ltd.		556,777		6,010,508
Koninklijke Philips Electronics N.V.		284,769		7,311,964
Siemens AG		92,664		12,722,832
Siemens AG ADR		24,036		3,305,671
				29,909,477
Industrial Gases — 0.5%
Linde AG		82,943		14,538,809
OCI Materials Company Ltd.		9,431		1,175,728
				15,714,537
Industrial Machinery — 0.4%
FANUC Corp.		40,500		6,709,881
Hexagon AB		19,273		475,865
SMC Corp.		28,300		5,060,079
				12,245,825
Integrated Oil & Gas — 2.2%
BG Group PLC		250,836		5,694,247
Cenovus Energy Inc.		21,463		809,505

See Notes to Schedule of Investments and Notes to Financial Statements.

14

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
China Petroleum & Chemical Corp.		1,396,000	$	1,408,334
ENI S.p.A.		85,169		2,013,995
Gazprom OAO ADR		137,455		1,999,970
Lukoil OAO ADR		29,102		1,855,253
Petroleo Brasileiro S.A. ADR		344,722		10,576,072
Royal Dutch Shell PLC		512,348		18,244,148
Suncor Energy Inc.††		221,720		8,669,252
Suncor Energy Inc.††		215,141		8,426,412
Total S.A.		72,273		4,178,823
				63,876,011
Integrated Telecommunication Services — 0.3%
China Unicom Hong Kong Ltd.		479,361		967,193
Telefonica S.A.		242,409		5,925,556
Telefonica S.A. ADR		63,283		1,549,801
				8,442,550
Internet Software & Services — 0.7%
Baidu Inc. ADR		145,626		20,406,572	(a)
Tencent Holdings Ltd.		11,700		317,864
Yandex N.V.		1,244		44,174	(a)
				20,768,610
Investment Banking & Brokerage — 0.2%
Egyptian Financial Group-Hermes Holding		291,119		980,396
Nomura Holdings Inc.		790,338		3,875,357
				4,855,753
IT Consulting & Other Services — 0.3%
Cap Gemini S.A.		96,978		5,680,380
HCL Technologies Ltd.		77,982		862,900
Infosys Technologies Ltd.		10,815		702,355
Telvent GIT S.A.		48,461		1,928,748	(a)
				9,174,383
Life & Health Insurance — 0.8%
AIA Group Ltd.		1,904,234		6,607,462	(a)
Ping An Insurance Group Co.		60,500		625,118
Prudential PLC		805,906		9,315,666
Sony Financial Holdings Inc.		283,300		5,082,983
				21,631,229
Life Sciences Tools & Services — 0.0%*
ICON PLC ADR		22,100		520,676	(a)
Marine — 0.1%
AP Moller-Maersk A/S		385		3,319,714
Metal & Glass Containers — 0.0%*
Everest Kanto Cylinder Ltd.		618,041		1,269,886
Multi-Line Insurance — 0.5%
AXA S.A.		438,702		9,966,929
Porto Seguro S.A.		25,715		399,984
Zurich Financial Services AG		14,930		3,769,736
				14,136,649

	Number of Shares		Fair Value
Multi-Utilities — 0.5%
National Grid PLC		839,769	$	8,257,773
Veolia Environnement S.A.		175,539		4,950,123
				13,207,896
Oil & Gas Drilling — 0.0%*
China Oilfield Services Ltd.		326,000		594,079
Oil & Gas Equipment & Services — 0.1%
Cie Generale de Geophysique-Veritas		40,264		1,482,769	(a)
Gasfrac Energy Services Inc.		110,416		1,006,798
				2,489,567
Oil & Gas Exploration & Production — 0.3%
Afren PLC		1,087,149		2,755,930	(a)
Canadian Natural Resources Ltd.		110,479		4,628,190
CNOOC Ltd.		409,000		956,633
Pacific Rubiales Energy Corp.		18,931		507,063
				8,847,816
Oil & Gas Refining & Marketing — 0.0%*
Reliance Industries Ltd.		48,450		970,084
Packaged Foods & Meats — 0.7%
Nestle S.A.		232,949		14,455,564
Nestle S.A. ADR		23,058		1,438,358
Unilever N.V., CVA		96,533		3,163,757
				19,057,679
Pharmaceuticals — 0.9%
Bayer AG		71,020		5,708,561
Lijun International Pharmaceutical Holding Ltd.		1,382,856		284,346
Novartis AG		163,983		10,029,839
Novartis AG ADR		115,782		7,075,438
Teva Pharmaceutical Industries Ltd. ADR		68,620		3,308,856
				26,407,040
Precious Metals & Minerals — 0.0%*
Aquarius Platinum Ltd.		237,905		1,214,585
Real Estate Operating Companies — 0.0%*
Iguatemi Empresa de Shopping Centers S.A. (REIT)		36,149		887,383
Regional Banks — 0.1%
The Bank of Yokohama Ltd.		868,948		4,314,613
Restaurants — 0.1%
Arcos Dorados Holdings Inc.		70,227		1,481,087

See Notes to Schedule of Investments and Notes to Financial Statements.

15

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

	Number of Shares		Fair Value
Security & Alarm Services — 0.1%
G4S PLC††		344,461	$	1,547,337
G4S PLC††		124,779		566,339
				2,113,676
Semiconductors — 0.8%
Samsung Electronics Company Ltd.		15,180		11,744,186
Taiwan Semiconductor Manufacturing Company Ltd.		4,322,433		10,864,959
Taiwan Semiconductor Manufacturing Company Ltd. ADR		41,011		517,149
				23,126,294
Specialized Finance — 0.2%
Deutsche Boerse AG		60,381		4,587,271
Specialty Chemicals — 0.1%
Neo Material Technologies Inc.		161,848		1,556,263	(a)
Novozymes A/S		6,789		1,104,535
				2,660,798
Steel — 0.5%
Mechel ADR		42,892		1,024,690
Mechel Preference ADR		109,726		946,935
Tata Steel Ltd.		35,332		483,713
ThyssenKrupp AG		88,013		4,572,745
Vale S.A. ADR		275,620		7,981,955
				15,010,038
Tobacco — 0.0%*
ITC Ltd.		51,126		232,170
Trading Companies & Distributors — 0.3%
Barloworld Ltd.		40,695		413,613
Mitsubishi Corp.		293,000		7,256,067
				7,669,680
Wireless Telecommunication Services — 1.0%
America Movil SAB de C.V. ADR		113,751		6,128,904
Mobile Telesystems OJSC ADR		159,098		3,026,044
MTN Group Ltd.		218,320		4,634,349
Softbank Corp.		205,098		7,694,984
Vodafone Group PLC		3,254,475		8,636,759
				30,121,040
Total Common Stock (Cost $649,682,812)				734,586,555
Preferred Stock — 0.6%
Automobile Manufacturers — 0.4%
Volkswagen AG		50,388		10,399,378

	Number of Shares		Fair Value
Diversified Financial Services — 0.1%
Itau Unibanco Holding S.A.		77,091	$	1,798,667
Integrated Oil & Gas — 0.0%*
Petroleo Brasileiro S.A.		86,715		1,316,614
Steel — 0.1%
Vale S.A.		113,194		3,234,425
Total Preferred Stock (Cost $10,838,258)				16,749,084
Total Foreign Equity (Cost $660,521,070)				751,335,639

		Principal Amount		Fair Value
Bonds and Notes — 26.3%
U.S. Treasuries — 4.2%
U.S. Treasury Bonds
4.75%	02/15/41	$	43,613,000	$	46,359,267	(h)
U.S. Treasury Notes
0.35%	12/31/12		614,300		616,820	(d)
0.43%	04/30/13		8,637,000		8,668,007	(d)
1.75%	05/31/16		4,332,000		4,338,758
2.00%	04/30/16		47,465,700		48,185,280	(h)
3.13%	05/15/21		13,495,800		13,457,877	(h)
					121,626,009
Federal Agencies — 0.0%*
Republic of Belarus
8.95%	01/26/18		500,000		438,750
Wakala Global Sukuk Bhd
2.99%	07/06/16		250,000		249,087	(b)
4.65%	07/06/21		250,000		249,167	(b)
					937,004
Agency Mortgage Backed — 9.7%
Federal Home Loan Mortgage Corp.
4.50%	06/01/33 - 02/01/41		9,935,524		10,279,521	(h)
5.00%	07/01/35 - 08/01/40		12,611,613		13,417,525	(h)
5.50%	05/01/20 - 04/01/39		2,805,732		3,063,622	(h)
6.00%	04/01/17 - 11/01/37		2,801,044		3,107,059	(h)
6.50%	06/01/29 - 03/01/30		4,257		4,824	(h)
7.00%	06/01/29 - 08/01/36		140,460		162,107	(h)
7.50%	01/01/28 - 09/01/33		18,200		21,235	(h)
8.00%	01/01/30 - 11/01/30		11,103		13,207	(h)
9.00%	10/01/25		361		443	(h)
Federal National Mortgage Assoc.
4.00%	05/01/19 - 06/01/19		109,831		116,221	(h)
4.50%	05/01/18 - 10/01/40		33,921,879		35,164,659	(h)
5.00%	07/01/20 - 11/01/40		18,363,425		19,557,688	(h)
5.32%	03/01/37		10,008		10,087	(i)
5.50%	04/01/14 - 01/01/39		24,924,591		27,100,209	(h)

See Notes to Schedule of Investments and Notes to Financial Statements.

16

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

		Principal Amount		Fair Value
5.53%	04/01/37	$	4,346	$	4,621	(i)
6.00%	09/01/19 - 05/01/38		15,310,544		16,943,445	(h)
6.50%	09/01/17 - 08/01/36		428,849		483,316	(h)
7.00%	04/01/17 - 12/01/33		7,639		8,611	(h)
7.50%	09/01/13 - 03/01/34		43,249		49,660	(h)
8.00%	12/01/11 - 11/01/33		14,789		17,287	(h)
8.50%	06/01/30		39		40	(h)
9.00%	04/01/16 - 12/01/22		3,745		4,140	(h)
4.00%	TBA		21,370,000		21,370,000	(c)
4.50%	TBA		35,116,000		36,328,591	(c)
5.00%	TBA		13,535,000		14,380,938	(c)
5.50%	TBA		9,600,000		10,404,000	(c)
6.00%	TBA		10,767,000		11,819,554	(c)
6.50%	TBA		5,044,000		5,710,756	(c)
Government National Mortgage Assoc.
4.50%	08/15/33 - 03/20/41		12,454,794		13,136,708	(h)
6.00%	04/15/27 - 09/15/36		377,104		425,342	(h)
6.50%	04/15/24 - 09/15/36		291,624		336,555	(h)
7.00%	03/15/12 - 10/15/36		239,043		278,070	(h)
8.00%	03/15/30		3,139		3,408	(h)
9.00%	11/15/16 - 12/15/21		9,290		10,567	(h)
4.50%	TBA		35,810,000		37,744,185	(c)
					281,478,201
Agency Collateralized Mortgage Obligations — 0.6%
Fannie Mae Whole Loan
0.98%	08/25/43		3,510,870		95,751	(g,o)
Federal Home Loan Mortgage Corp.
0.08%	09/25/43		263,613		2,354	(g,h,o)
Federal Home Loan Mortgage Corp. REMIC
3.50%	11/15/24		1,428,846		190,520	(g,o)
5.00%	02/15/38		506,706		68,446	(g,o)
5.00%	05/15/38		636,159		677,879
5.50%	04/15/17		12,490		251	(g,h,o)
6.41%	08/15/25		3,852,098		703,388	(g,i,o)
Federal Home Loan Mortgage Corp. REMIC (Series 1980) (Class 1980)
7.50%	07/15/27		3,122		616	(g,h,o)
Federal Home Loan Mortgage Corp. REMIC (Series 2631) (Class DI)
5.50%	06/15/33		34,976		7,324	(g,h,o)
Federal Home Loan Mortgage Corp. REMIC (Series 2643) (Class IM)
4.50%	03/15/18		30,869		2,443	(g,h,o)
Federal Home Loan Mortgage Corp. REMIC (Series 2645) (Class BI)
4.50%	02/15/18		14,264		948	(g,h,o)
Federal Home Loan Mortgage Corp. REMIC (Series 2647) (Class DI)
4.50%	10/15/16		2,497		20	(g,h,o)

		Principal Amount		Fair Value
Federal Home Loan Mortgage Corp. REMIC (Series 2722) (Class PI)
5.00%	06/15/28	$	4,230	$	84	(g,h,o)
Federal Home Loan Mortgage Corp. REMIC (Series 2763) (Class JI)
5.00%	10/15/18		37,120		3,030	(g,h,o)
Federal Home Loan Mortgage Corp. REMIC (Series 2781) (Class IC)
5.00%	11/15/17 - 05/15/18		37,346		2,002	(g,h,o)
Federal Home Loan Mortgage Corp. REMIC (Series 2795) (Class IC)
5.00%	07/15/17		8,557		209	(g,h,o)
Federal Home Loan Mortgage Corp. REMIC (Series 2852) (Class OJ)
0.00%	09/15/34		10,969		9,691	(d,f)
Federal Home Loan Mortgage Corp. STRIPS
8.00%	02/01/23 - 07/01/24		2,201		438	(g,h,o)
Federal Home Loan Mortgage STRIPS
5.06%	08/01/27		538		440	(d,f,h)
Federal National Mortgage Assoc. (Class 1IO2)
1.08%	11/25/33		2,015,411		81,881	(g,i,o)
Federal National Mortgage Assoc. REMIC
5.00%	08/25/38		642,220		680,352
5.00%	02/25/40 - 09/25/40		5,304,680		896,105	(g,o)
5.81%	07/25/38		1,866,206		242,514	(g,o)
Federal National Mortgage Assoc. REMIC (Class BZ)
5.50%	01/25/33		725,404		797,874
Federal National Mortgage Assoc. REMIC (Class VZ)
5.00%	10/25/35		496,247		504,948
Federal National Mortgage Assoc. REMIC (Series 1992) (Class K)
12.40%	05/25/22		2		55	(g,h,o)
Federal National Mortgage Assoc. REMIC (Series 2003) (Class HI)
5.00%	10/25/22		30,917		2,428	(g,h,o)
Federal National Mortgage Assoc. REMIC (Series 2003) (Class IJ)
5.00%	02/25/32		839,757		88,380	(g,o)
Federal National Mortgage Assoc. REMIC (Series 2003) (Class IO)
1.22%	12/25/42		129,422		4,103	(g,h,o)
Federal National Mortgage Assoc. REMIC (Series 2003) (Class KI)
4.50%	05/25/18		9,458		308	(g,h,o)
Federal National Mortgage Assoc. REMIC (Series 2003) (Class SL)
16.20%	03/25/31		27,235		31,855	(h)
Federal National Mortgage Assoc. REMIC (Series 2008) (Class ZW)
5.00%	07/25/38		511,975		538,204

See Notes to Schedule of Investments and Notes to Financial Statements.

17

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

		Principal Amount		Fair Value
Federal National Mortgage Assoc. STRIPS
6.00%	01/01/35	$	574,537	$	100,471	(g,o)
Federal National Mortgage Assoc. STRIPS (Class 2)
4.50%	08/01/35		859,562		125,835	(g,o)
5.00%	03/25/38		646,357		122,707	(g,o)
5.50%	12/01/33		178,340		38,001	(g,o)
7.50%	11/01/23		9,894		1,712	(g,h,o)
8.00%	08/01/23 - 07/01/24		4,481		1,027	(g,h,o)
Federal National Mortgage Assoc. STRIPS (Series 378) (Class 1)
4.50%	01/01/36		1,019,970		155,391	(g,o)
Federal National Mortgage Assoc. STRIPS (Series 387) (Class 1)
5.00%	05/25/38		619,591		119,424	(g,o)
Government National Mortgage Assoc.
4.50%	04/16/34 - 08/16/39		19,610,252		3,426,227	(g,o)
4.50%	11/20/39		1,845,626		1,799,516
5.00%	12/20/35 - 09/20/38		6,619,576		1,145,279	(g,o)
5.96%	02/20/38		5,422,166		888,657	(g,i,o)
6.31%	01/16/39		5,608,096		950,132	(g,i,o)
6.41%	08/20/40		8,877,219		1,691,292	(g,i,o)
Government National Mortgage Assoc. (Class IC)
6.06%	04/16/37		1,800,571		350,005	(g,o)
Vendee Mortgage Trust
0.38%	04/15/40		6,293,080		135,931	(g,i,o)
0.58%	09/15/46		13,791,659		504,699	(g,i,o)
Vendee Mortgage Trust (Class IO)
0.85%	05/15/33		2,137,427		63,699	(g,i,o)
					17,254,846
Asset Backed — 0.3%
Bear Stearns Asset Backed Securities Trust (Class 2A2)
5.00%	02/25/36		948,361		904,192	(d,h)
Bear Stearns Asset Backed Securities Trust (Series 2003) (Class A)
5.48%	01/25/34		4,051		3,059	(d,n)
Capital One Multi-Asset Execution Trust (Class B)
1.07%	01/15/19		500,000		485,908	(d)
Chase Funding Mortgage Loan Asset-Backed Certificates
3.99%	11/25/33		1,145,919		1,092,696	(j)
Citicorp Residential Mortgage Securities Inc. (Series 2006) (Class A5)
6.04%	09/25/36		3,750,000		3,233,771	(h)
Countrywide Asset-Backed Certificates (Class M1T4)
1.24%	06/26/33		586,601		288,482	(h)
GSAMP Trust
9.06%	05/25/46		38,440		38,212	(b,d)
Hertz Vehicle Financing LLC
2.60%	02/25/15		1,500,000		1,530,106	(b)
Indymac Seconds Asset Backed Trust (Class A)
1.00%	02/25/37		1,150,692		559,015	(d,h)

		Principal Amount		Fair Value
Mid-State Trust (Class A3)
7.54%	07/01/35	$	3,544	$	3,584	(h,n)
Popular ABS Mortgage Pass-Through Trust (Class AF4)
5.30%	11/25/35		700,000		592,786
Residential Asset Securities Corp. (Series 2002) (Class AIIB)
10.00%	07/25/32		4,125		2,445	(d,h,n)
					8,734,256
Corporate Notes — 8.8%
ABN Amro Bank N.V.
3.00%	01/31/14		1,694,000		1,730,487	(b,h)
AES El Salvador Trust
6.75%	02/01/16		200,000		203,000	(b)
AES Panama S.A.
6.35%	12/21/16		443,000		476,225	(b)
Agilent Technologies Inc.
5.50%	09/14/15		829,000		917,963	(h)
Air Jamaica Ltd.
9.38%	07/08/15		212,143		226,993
Allergan Inc.
3.38%	09/15/20		1,590,000		1,525,023
Alliance One International Inc.
10.00%	07/15/16		821,000		792,265	(h)
Alpha Natural Resources Inc.
6.00%	06/01/19		889,000		886,777
ALROSA Finance S.A.
7.75%	11/03/20		200,000		217,500	(b)
Ameren Illinois Co.
9.75%	11/15/18		796,000		1,045,985	(h)
American International Group Inc.
5.85%	01/16/18		1,481,000		1,549,683	(h)
Amgen Inc.
2.30%	06/15/16		701,000		694,942
4.10%	06/15/21		1,002,000		994,094
5.65%	06/15/42		1,072,000		1,073,734
Amsted Industries Inc.
8.13%	03/15/18		694,000		728,700	(b,h)
Anadarko Petroleum Corp.
6.20%	03/15/40		1,612,000		1,633,756
6.95%	06/15/19		1,757,000		2,052,195
Anheuser-Busch InBev Worldwide Inc.
3.63%	04/15/15		1,433,000		1,516,071	(h)
5.38%	11/15/14		2,246,000		2,508,189
AON Corp.
3.13%	05/27/16		1,205,000		1,201,074
Applied Materials Inc.
2.65%	06/15/16		502,000		503,915
4.30%	06/15/21		1,004,000		1,007,350
5.85%	06/15/41		1,004,000		1,018,336
ArcelorMittal
3.75%	03/01/16		744,000		752,314	(h)
5.50%	03/01/21		2,569,000		2,573,010
Arch Coal Inc.
7.00%	06/15/19		893,000		890,767	(b)
Archer-Daniels-Midland Co.
5.77%	03/01/41		3,049,000		3,217,658

See Notes to Schedule of Investments and Notes to Financial Statements.

18

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

		Principal Amount		Fair Value
Arizona Public Service Co.
6.25%	08/01/16	$	370,000	$	423,028	(h)
AT&T Inc.
2.95%	05/15/16		1,583,000		1,603,237
4.45%	05/15/21		1,583,000		1,610,972
6.40%	05/15/38		3,628,000		3,891,629
6.70%	11/15/13		934,000		1,047,375	(h)
Banco de Credito del Peru
4.75%	03/16/16		557,000		551,430	(b)
Banco do Brasil S.A.
5.88%	01/26/22		1,004,000		992,956	(b)
Banco Mercantil del Norte S.A. (Series REGS)
6.14%	10/13/16		148,000		147,630	(i)
BanColombia S.A.
5.95%	06/03/21		675,000		685,125	(b)
6.13%	07/26/20		170,000		172,329
Bank of America Corp.
5.42%	03/15/17		4,000,000		4,080,628
5.63%	07/01/20		2,945,000		3,040,748	(h)
6.50%	08/01/16		1,040,000		1,159,864	(h)
Banque Centrale de Tunisie S.A.
7.38%	04/25/12		600,000		622,500
BBVA Bancomer S.A.
6.50%	03/10/21		200,000		204,000	(b)
Boise Paper Holdings LLC
8.00%	04/01/20		1,158,000		1,215,900	(h)
Bombardier Inc.
7.75%	03/15/20		1,251,000		1,407,375	(b,h)
BP Capital Markets PLC
3.13%	10/01/15		473,000		485,627	(h)
4.50%	10/01/20		773,000		788,301	(h)
Braskem Finance Ltd.
5.75%	04/15/21		200,000		201,260	(b)
Calpine Corp.
7.25%	10/15/17		1,419,000		1,440,285	(b,h)
Camden Property Trust
4.88%	06/15/23		702,000		685,014
Capex S.A.
10.00%	03/10/18		185,000		181,762	(b)
Cargill Inc.
5.20%	01/22/13		2,235,000		2,376,299	(b,h)
Caterpillar Inc.
3.90%	05/27/21		1,506,000		1,506,197
CCO Holdings LLC
7.88%	04/30/18		2,140,000		2,255,025
8.13%	04/30/20		402,000		434,160
Centrais Eletricas Brasileiras S.A.
6.88%	07/30/19		136,000		154,020	(b)
Central American Bank for Economic Integration
5.38%	09/24/14		770,000		834,380	(b)
CenturyLink Inc.
5.15%	06/15/17		1,006,000		1,007,652
6.45%	06/15/21		1,004,000		992,523
CenturyLink Inc. (Series G)
6.88%	01/15/28		743,000		701,475
CFG Investment SAC
9.25%	12/19/13		400,000		410,000

		Principal Amount		Fair Value
Chesapeake Midstream Partners LP
5.88%	04/15/21	$	1,277,000	$	1,261,037	(b)
Chrysler Group LLC
8.00%	06/15/19		400,000		393,000	(b)
Chubb Corp.
6.38%	03/29/67		382,000		395,370	(i)
Cincinnati Bell Inc.
8.25%	10/15/17		1,065,000		1,070,325
Cinemark USA Inc.
7.38%	06/15/21		529,000		526,355	(b)
Citigroup Inc.
5.00%	09/15/14		4,522,000		4,738,866	(h)
5.13%	05/05/14		1,137,000		1,218,678	(h)
Comision Federal de Electricidad
4.88%	05/26/21		1,750,000		1,747,550	(b)
Consolidated Edison Company of New York Inc.
6.65%	04/01/19		528,000		631,603	(h)
Consolidated Edison Company of New York Inc. (Series 2008)
5.85%	04/01/18		1,565,000		1,795,232	(h)
Corp Nacional del Cobre de Chile
3.75%	11/04/20		871,000		827,514	(b,h)
5.63%	09/21/35		134,000		135,872	(b,h)
COX Communications Inc.
6.25%	06/01/18		2,000,000		2,290,682	(b,h)
Credit Suisse AG
2.60%	05/27/16		1,009,000		1,006,599	(b)
Credit Suisse First Boston International for CJSC The EXIM of Ukraine
7.65%	09/07/11		600,000		606,000
Crown Castle Towers LLC
4.88%	08/15/40		1,250,000		1,256,906	(b,h)
6.11%	01/15/40		326,000		355,705	(b,h)
CVS Caremark Corp.
3.25%	05/18/15		365,000		378,815
5.75%	06/01/17		264,000		296,518
Danaher Corp.
2.30%	06/23/16		1,004,000		1,003,200
3.90%	06/23/21		201,000		200,209
Denbury Resources Inc.
6.38%	08/15/21		761,000		761,000
8.25%	02/15/20		662,000		721,580	(h)
Digicel Ltd.
8.25%	09/01/17		100,000		103,750	(b)
DirecTV Holdings LLC
3.55%	03/15/15		1,057,000		1,104,362	(h)
4.75%	10/01/14		1,026,000		1,123,083	(h)
Dolphin Energy Ltd.
5.89%	06/15/19		353,440		380,832	(b,h)
Drummond Company Inc.
9.00%	10/15/14		898,000		945,145	(b,h)
Dubai Electricity & Water Authority
6.38%	10/21/16		160,000		166,000	(b,h)
7.38%	10/21/20		240,000		246,900	(b,h)
Duke Realty LP
6.50%	01/15/18		529,000		588,305	(h)

See Notes to Schedule of Investments and Notes to Financial Statements.

19

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

		Principal Amount		Fair Value
EH Holding Corp.
6.50%	06/15/19	$	979,000	$	996,132	(b)
Empresa Nacional del Petroleo
5.25%	08/10/20		250,000		253,452	(b,h)
6.25%	07/08/19		250,000		270,614	(b,h)
ENN Energy Holdings Ltd.
6.00%	05/13/21		300,000		294,770	(b)
European Investment Bank
4.88%	01/17/17		2,440,000		2,764,871	(h)
Exelon Corp.
4.90%	06/15/15		1,393,000		1,497,818	(h)
First Citizens St. Lucia Ltd.
4.90%	02/09/16		450,000		459,505	(b)
First Horizon National Corp.
5.38%	12/15/15		1,522,000		1,619,280
Ford Motor Credit Company LLC
5.00%	05/15/18		700,000		697,607
FPL Group Capital Inc.
2.60%	09/01/15		1,886,000		1,877,355	(h)
Fresenius Medical Care US Finance Inc.
5.75%	02/15/21		2,274,000		2,228,520	(b)
Frontier Communications Corp.
7.13%	03/15/19		928,000		951,200
Georgia-Pacific LLC
5.40%	11/01/20		1,643,000		1,674,434	(b)
Globo Comunicacao e Participacoes S.A.
6.25%	12/31/49		180,000		188,550	(b,j)
Gold Fields Orogen Holding BVI Ltd.
4.88%	10/07/20		284,000		268,817	(b)
Goldman Sachs Capital I
6.35%	02/15/34		982,000		928,640
Great Plains Energy Inc.
4.85%	06/01/21		1,004,000		1,007,216
Gruposura Finance
5.70%	05/18/21		300,000		299,250	(b)
Hanesbrands Inc.
6.38%	12/15/20		949,000		920,530	(h)
HCA Inc.
9.25%	11/15/16		823,000		873,409	(h)
HCP Inc.
6.00%	01/30/17		919,000		1,011,954
Hewlett-Packard Co.
4.30%	06/01/21		2,008,000		2,027,632
Hidili Industry International Development Ltd.
8.63%	11/04/15		175,000		171,937	(b)
HSBC Finance Corp.
6.68%	01/15/21		4,934,000		5,062,348	(b,h)
Huntington BancShares Inc.
7.00%	12/15/20		693,000		781,360
Indo Energy Finance BV
7.00%	05/07/18		300,000		309,000	(b)
ING Bank N.V.
4.00%	03/15/16		1,450,000		1,467,455	(b)
Ingles Markets Inc.
8.88%	05/15/17		2,590,000		2,771,300	(h)

		Principal Amount		Fair Value
Intergas Finance BV
6.38%	05/14/17	$	100,000	$	107,125	(b,h)
6.88%	11/04/11		200,000		203,000
Inversiones CMPC S.A.
4.75%	01/19/18		174,000		173,832	(b)
JP Morgan Chase Capital XXV (Series Y)
6.80%	10/01/37		846,000		836,798
JPMorgan Chase & Co.
3.15%	07/05/16		1,005,000		1,011,149
5.13%	09/15/14		839,000		906,664	(h)
JPMorgan Chase Bank NA
5.88%	06/13/16		163,000		180,429
6.00%	10/01/17		1,300,000		1,444,654	(h)
Kazakhstan Temir Zholy Finance BV
6.38%	10/06/20		200,000		213,600	(b)
KazMunaiGaz Finance Sub BV
9.13%	07/02/18		100,000		123,240	(b)
11.75%	01/23/15		100,000		124,280	(b)
KeyCorp.
5.10%	03/24/21		1,062,000		1,081,640
Korea Development Bank
3.25%	03/09/16		897,000		894,390
4.00%	09/09/16		518,000		529,723
Korea Hydro & Nuclear Power Company Ltd.
6.25%	06/17/14		200,000		219,415	(b)
Korea National Oil Corp.
5.38%	07/30/14		250,000		268,596	(b)
Kraft Foods Inc.
4.13%	02/09/16		981,000		1,048,980
5.38%	02/10/20		4,828,000		5,277,960
6.50%	02/09/40		1,001,000		1,111,885
Kreditanstalt fuer Wiederaufbau
3.50%	03/10/14		587,000		625,513
4.50%	07/16/18		1,567,000		1,734,909
Levi Strauss & Co.
7.63%	05/15/20		950,000		950,000
Listrindo Capital BV
9.25%	01/29/15		250,000		273,750	(b)
Lyondell Chemical Compan
8.00%	11/01/17		565,000		628,562	(b)
Majapahit Holding BV
7.25%	10/17/11		348,000		353,220	(b)
7.75%	10/17/16		400,000		464,000	(b)
MDC-GMTN B.V.
5.50%	04/20/21		400,000		400,911	(b)
Mega Advance Investments Ltd.
5.00%	05/12/21		301,000		296,431	(b)
6.38%	05/12/41		307,000		294,195	(b)
Merrill Lynch & Company Inc.
6.88%	04/25/18		544,000		601,891
MetroPCS Wireless Inc.
6.63%	11/15/20		855,000		846,450
Midamerican Energy Holdings Co.
6.13%	04/01/36		1,000,000		1,076,890
Mylan Inc.
7.88%	07/15/20		679,000		745,202	(b)

See Notes to Schedule of Investments and Notes to Financial Statements.

20

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

		Principal Amount		Fair Value
NAK Naftogaz Ukraine
9.50%	09/30/14	$	200,000	$	219,250
National Agricultural Cooperative Federation
4.25%	01/28/16		545,000		558,223	(b)
5.00%	09/30/14		200,000		213,343	(b)
National Power Corp.
4.51%	08/23/11		517,000		517,356	(i)
Nationwide Mutual Insurance Co.
7.88%	04/01/33		475,000		509,387	(b)
9.38%	08/15/39		212,000		263,026	(b)
NET Servicos de Comunicacao S.A.
7.50%	01/27/20		200,000		228,800
News America Inc.
4.50%	02/15/21		1,824,000		1,800,124	(b)
6.65%	11/15/37		2,272,000		2,434,900
Nisource Finance Corp.
6.13%	03/01/22		1,302,000		1,434,411
Noble Holding International Ltd.
3.05%	03/01/16		1,587,000		1,600,894
NRG Energy Inc.
7.63%	01/15/18 - 05/15/19		1,259,000		1,258,697	(b)
Oglethorpe Power Corp.
5.38%	11/01/40		982,000		947,672
ONEOK Partners LP
6.13%	02/01/41		1,064,000		1,083,880
Pacific Gas & Electric Co.
5.80%	03/01/37		250,000		256,777
6.05%	03/01/34		2,144,000		2,267,066
Pacific Rubiales Energy Corp.
8.75%	11/10/16		100,000		112,750	(b)
PacifiCorp
6.00%	01/15/39		1,250,000		1,380,016
6.25%	10/15/37		153,000		173,023
PAETEC Holding Corp.
8.88%	06/30/17		424,000		445,200
Pemex Project Funding Master Trust
6.63%	06/15/38		210,000		220,217
Pertamina Persero PT
5.25%	05/23/21		2,000,000		2,014,000	(b)
Petrobras International Finance Co.
3.88%	01/27/16		945,000		962,311
Petroleos de Venezuela S.A.
2.00%	07/10/11		163,000		162,919	(d)
Petroleos Mexicanos
6.50%	06/02/41		1,500,000		1,521,970	(b)
8.00%	05/03/19		130,000		160,290
Petroleum Company of Trinidad & Tobago Ltd.
6.00%	05/08/22		458,333		466,354
Petronas Capital Ltd.
5.25%	08/12/19		200,000		214,455	(b)
7.88%	05/22/22		200,000		255,394	(b)
Petronas Global Sukuk Ltd.
4.25%	08/12/14		400,000		422,648	(b)
Philip Morris International Inc.
2.50%	05/16/16		2,008,000		2,010,988

		Principal Amount		Fair Value
Pioneer Natural Resources Co.
7.50%	01/15/20	$	605,000	$	681,718
Plains All American Pipeline LP
5.00%	02/01/21		996,000		1,012,782
Plains All American Pipeline LP Corp.
3.95%	09/15/15		866,000		908,358
Power Sector Assets & Liabilities Management Corp.
7.25%	05/27/19		600,000		707,956
7.39%	12/02/24		100,000		118,000	(b)
Protective Life Corp.
8.45%	10/15/39		1,843,000		2,030,907
Prudential Financial Inc.
3.00%	05/12/16		1,005,000		996,145
5.38%	06/21/20		468,000		493,039
5.40%	06/13/35		614,000		562,469
5.63%	05/12/41		1,004,000		928,529
PTTEP Canada International Finance Ltd.
5.69%	04/05/21		300,000		299,010	(b)
Qatari Diar Finance QSC
5.00%	07/21/20		250,000		256,250	(b)
QVC Inc.
7.50%	10/01/19		1,328,000		1,407,680	(b)
RailAmerica Inc.
9.25%	07/01/17		796,000		873,610
Reinsurance Group of America Inc.
5.00%	06/01/21		1,506,000		1,489,934
Reliance Holdings USA Inc.
4.50%	10/19/20		250,000		233,580	(b)
Republic Services Inc.
5.25%	11/15/21		1,087,000		1,148,494
5.70%	05/15/41		660,000		644,306
Reynolds Group Issuer Inc.
8.50%	10/15/16		1,870,000		1,949,475	(b)
Roche Holdings Inc.
6.00%	03/01/19		1,649,000		1,899,913	(b)
RSHB Capital SA for OJSC Russian Agricultural Bank
6.97%	09/21/16		200,000		201,000	(i)
Russian Agricultural Bank OJSC Via RSHB Capital S.A.
6.00%	06/03/21		1,600,000		1,596,000	(b)
Russian Railways
5.74%	04/03/17		200,000		212,500
Societe Generale
5.20%	04/15/21		578,000		567,630	(b)
Southern Copper Corp.
5.38%	04/16/20		1,266,000		1,296,765
6.75%	04/16/40		1,097,000		1,067,171
Stoneheath RE
6.87%	12/29/49		816,000		752,760	(i)
TAM Capital 3 Inc.
8.38%	06/03/21		500,000		506,250	(b)
Teck Resources Ltd.
3.15%	01/15/17		501,000		501,324
4.75%	01/15/22		1,001,000		1,003,616

See Notes to Schedule of Investments and Notes to Financial Statements.

21

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

		Principal Amount		Fair Value
Teva Pharmaceutical Finance II BV
3.00%	06/15/15	$	1,889,000	$	1,943,794
Texas Instruments Inc.
2.38%	05/16/16		2,511,000		2,511,773
Textron Inc.
6.20%	03/15/15		1,284,000		1,424,674
TGI International Ltd.
9.50%	10/03/17		100,000		112,375
The AES Corp.
8.00%	10/15/17		669,000		709,140	(h)
The Goldman Sachs Group Inc.
3.63%	02/07/16		2,335,000		2,360,353
3.70%	08/01/15		954,000		971,428
5.38%	03/15/20		524,000		541,106
6.00%	06/15/20		1,256,000		1,351,441
6.15%	04/01/18		2,211,000		2,406,326
6.75%	10/01/37		974,000		973,983
The Williams companies Inc.
7.50%	01/15/31		200,000		228,730
Ticketmaster Entertainment LLC
10.75%	08/01/16		500,000		545,000
Time Warner Cable Inc.
5.00%	02/01/20		670,000		696,092
6.75%	07/01/18		2,925,000		3,392,102
7.50%	04/01/14		370,000		426,260
Time Warner Inc.
3.15%	07/15/15		1,924,000		1,989,749
5.88%	11/15/16		1,582,000		1,808,296
6.20%	03/15/40		1,240,000		1,270,351
TNK-BP Finance S.A.
6.13%	03/20/12		300,000		308,700
7.25%	02/02/20		33,000		36,465	(b)
Transnet Ltd.
4.50%	02/10/16		300,000		309,626	(b)
Transocean Inc.
6.00%	03/15/18		287,000		317,761
6.80%	03/15/38		191,000		205,079
UBS AG
5.88%	07/15/16		950,000		1,042,068
Union Electric Co.
6.70%	02/01/19		2,500,000		2,935,588
UnitedHealth Group Inc.
5.80%	03/15/36		717,000		723,614	(h)
Verizon Communications Inc.
5.50%	02/15/18		951,000		1,057,687
6.40%	02/15/38		1,035,000		1,121,714
Vimpel Communications Via VIP Finance Ireland Limited OJSC
6.49%	02/02/16		200,000		206,000	(b,h)
Visteon Corp.
6.75%	04/15/19		928,000		895,520	(b)
Weatherford International Ltd.
5.13%	09/15/20		1,004,000		1,025,105
Williams Partners LP
4.13%	11/15/20		501,000		480,906
Willis Group Holdings PLC
4.13%	03/15/16		1,063,000		1,083,765	(h)
Windstream Corp.
7.75%	10/01/21		928,000		969,760
7.88%	11/01/17		138,000		146,452

		Principal Amount		Fair Value
Woodside Finance Ltd.
4.50%	11/10/14	$	1,517,000	$	1,625,326	(b,h)
Woori Bank
5.88%	04/13/21		980,000		981,123	(b)
Wynn Las Vegas LLC
7.88%	05/01/20		1,324,000		1,443,160	(h)
XL Group PLC (Series E)
6.50%	12/29/49		1,256,000		1,152,380	(i)
Xstrata Finance Canada Ltd.
5.80%	11/15/16		1,187,275		1,329,619	(b)
					253,773,848
Non-Agency Collateralized Mortgage Obligations — 2.1%
Banc of America Commercial Mortgage Inc.
5.68%	07/10/46		1,060,000		1,053,381	(h)
5.73%	07/10/46		1,110,000		930,523	(h)
5.93%	02/10/51		4,167,000		4,527,980	(h)
6.39%	02/10/51		1,272,000		1,417,051	(i)
Banc of America Commercial Mortgage Inc. (Class A4)
5.63%	07/10/46		2,100,000		2,297,758
Banc of America Merrill Lynch Commercial Mortgage Inc.
6.00%	02/10/51		1,000,000		978,853	(i)
Banc of America Mortgage Securities Inc. (Class B1)
4.52%	02/25/36		140,714		6,765	(n)
4.78%	01/25/36		113,776		5,227	(n)
Bear Stearns Commercial Mortgage Securities
5.94%	09/11/38		1,070,000		1,113,421	(i)
Bear Stearns Commercial Mortgage Securities (Class A2)
5.57%	03/11/39		1,000,000		1,005,000	(h,i)
Bear Stearns Commercial Mortgage Securities (Class AJ)
5.91%	06/11/40		710,000		559,668	(h)
Bear Stearns Commercial Mortgage Securities (Class AM)
5.71%	04/12/38		1,050,000		1,101,792
Citigroup Commercial Mortgage Trust (Series 2006) (Class AJ)
5.48%	10/15/49		730,000		642,365	(h)
Commercial Mortgage Pass Through Certificates (Class AM)
5.97%	06/10/46		4,900,000		5,042,802	(h)
Countrywide Commercial Mortgage Trust (Class AJ)
6.10%	06/12/46		1,050,000		969,277	(i)
Credit Suisse First Boston Mortgage Securities Corp.
5.23%	12/15/40		1,000,000		951,038	(i)
Credit Suisse First Boston Mortgage Securities Corp. (Class CB1)
5.33%	10/25/35		162,954		9,072	(n)
Credit Suisse Mortgage Capital Certificates
5.47%	09/15/39		1,210,000		1,304,933

See Notes to Schedule of Investments and Notes to Financial Statements.

22

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

		Principal Amount		Fair Value
Credit Suisse Mortgage Capital Certificates (Class C)
5.78%	02/15/39	$	500,000	$	421,183
Credit Suisse Mortgage Capital Certificates (Class CB1)
5.62%	02/25/36		107,904		5,517	(h,n)
DBUBS Mortgage Trust
5.73%	11/10/46		1,060,000		807,941	(b,h)
Extended Stay America Trust
5.50%	11/05/27		2,000,000		1,996,641	(b)
Greenwich Capital Commercial Funding Corp.
5.48%	03/10/39		400,000		387,403
GS Mortgage Securities Corp.
5.99%	08/10/45		1,020,000		1,095,072	(i)
GS Mortgage Securities Corp. II
5.73%	03/10/44		1,870,000		1,709,922	(b,i)
Impac CMB Trust (Class 1A1)
5.00%	04/25/35		213,850		167,526	(d,h)
Indymac INDA Mortgage Loan Trust (Class B1)
4.59%	01/25/36		58,506		1,025	(h,n)
JP Morgan Chase Commercial Mortgage Securities Corp.
5.34%	08/12/37		860,000		936,277	(i)
JP Morgan Chase Commercial Mortgage Securities Corp. (Class A4)
5.44%	06/12/47		1,950,000		2,084,081	(h)
5.79%	02/12/51		2,220,000		2,409,877	(h)
JP Morgan Chase Commercial Mortgage Securities Corp. (Class AM)
5.44%	05/15/45		695,000		705,219
6.10%	02/12/51		350,000		343,905
JP Morgan Chase Commercial Mortgage Securities Corp. (Class B)
5.70%	04/15/43		690,000		590,823	(h)
LB-UBS Commercial Mortgage Trust
6.31%	04/15/41		700,000		698,845	(i)
LB-UBS Commercial Mortgage Trust ( Class A2)
6.31%	04/15/41		2,460,000		2,739,542	(i)
LB-UBS Commercial Mortgage Trust (Class A4)
4.95%	09/15/30		630,000		680,736
5.16%	02/15/31		860,000		930,490
LB-UBS Commercial Mortgage Trust (Class AJ)
6.31%	04/15/41		320,000		270,887	(i)
LB-UBS Commercial Mortgage Trust (Class AM)
6.37%	09/15/45		530,000		520,921	(i)
LB-UBS Commercial Mortgage Trust (Series 2006) (Class AJ)
5.28%	02/15/41		1,000,000		933,564	(i)
MASTR Alternative Loans Trust (Class 15 AX)
5.00%	08/25/18		23,591		2,698	(g,h,o)

		Principal Amount		Fair Value
Medallion Trust (Series 2005) (Class A)
5.33%	08/22/36	$	608,208	$	588,240	(d)
Merrill Lynch Mortgage Trust (Class AJ)
5.86%	05/12/39		1,750,000		1,616,770	(i)
Merrill Lynch Mortgage Trust (Series 2006) (Class B)
5.86%	05/12/39		768,000		593,829
Morgan Stanley Capital I
5.16%	10/12/52		2,000,000		2,171,689	(i)
5.48%	02/12/44		1,610,000		1,539,899	(i)
5.90%	10/15/42		922,000		803,506
Morgan Stanley Capital I (Class A4)
5.81%	12/12/49		2,500,000		2,743,239
5.99%	08/12/41		380,000		425,230	(i)
Morgan Stanley Capital I (Class AM)
6.46%	01/11/43		910,000		947,919
Morgan Stanley Capital I (Class B)
5.90%	10/15/42		150,000		138,494
MortgageIT Trust (Class A1)
5.00%	08/25/35		1,474,626		1,132,973	(d)
Opteum Mortgage Acceptance Corp. (Class A1A)
8.32%	02/25/35		70,410		66,923	(d,h)
Residential Funding Mortgage Securities I (Class M1)
5.75%	01/25/36		87,692		1	(h,n)
Vornado DP LLC
6.36%	09/13/28		380,000		357,688	(b,h)
Wachovia Bank Commercial Mortgage Trust
6.23%	06/15/45		780,000		572,132
Wachovia Bank Commercial Mortgage Trust (Class AJ)
5.52%	01/15/45		1,390,000		1,312,028	(i)
Wachovia Bank Commercial Mortgage Trust (Class AM)
5.47%	01/15/45		810,000		832,703	(i)
Wells Fargo Mortgage Backed Securities Trust (Class B1)
5.50%	01/25/36 - 03/25/36		1,047,445		178,120	(h,n)
Wells Fargo Mortgage Backed Securities Trust (Class B2)
5.50%	03/25/36		141,554		1	(h,n)
					60,378,385
Sovereign Bonds — 0.4%
Democratic Socialist Republic of Sri Lanka
7.40%	01/22/15		100,000		108,875	(b,h)
8.25%	10/24/12		100,000		106,401
Eskom Holdings Ltd.
5.75%	01/26/21		200,000		207,000	(b)
Financing of Infrastrucural Projects State Enterprise
8.38%	11/03/17		171,000		178,695	(b)

See Notes to Schedule of Investments and Notes to Financial Statements.

23

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

		Principal Amount		Fair Value
Government of 1Malaysia Sukuk Global Berhad
3.93%	06/04/15	$	250,000	$	261,630	(b)
Government of Argentina
2.50%	12/31/38		214,767		93,424	(j)
4.21%	08/03/12		861,100		211,142	(d,i)
Government of Belize
6.00%	02/20/29		443,100		288,015	(j)
Government of Brazil
5.63%	01/07/41		330,000		339,075
6.00%	01/17/17		200,000		233,700
6.00%	02/20/29		171,100		111,215	(b,j)
8.25%	01/20/34		133,000		182,875
Government of Colombia
7.38%	03/18/19		100,000		124,650
Government of Costa Rica
10.00%	08/01/20		149,000		204,875	(b,h)
Government of Croatia
6.38%	03/24/21		300,000		312,000	(b)
Government of El Salvador
7.65%	06/15/35		280,000		289,800	(b,h)
Government of Grenada
2.50%	09/15/25		350,200		217,124	(b,j)
Government of Hungary
4.75%	02/03/15		500,000		513,750
6.25%	01/29/20		1,029,000		1,086,624
6.38%	03/29/21		371,000		391,405
7.63%	03/29/41		558,000		601,942
Government of Lebanon
4.00%	12/31/17		66,950		64,674
6.38%	03/09/20		200,000		206,500
Government of Lithuania
6.75%	01/15/15		200,000		221,000	(b)
7.38%	02/11/20		300,000		347,250	(b)
Government of Peruvian
6.55%	03/14/37		447,000		498,629
7.35%	07/21/25		100,000		122,150
Government of Philippine
6.38%	10/23/34		200,000		218,500
6.50%	01/20/20		186,000		216,467
Government of Poland
5.13%	04/21/21		185,000		191,244
6.38%	07/15/19		74,000		84,545
Government of Turkey
5.63%	03/30/21		360,000		376,200
Government of Ukraine
6.25%	06/17/16		1,500,000		1,498,200	(b)
Government of Uruguay
6.88%	09/28/25		220,478		267,881
Government of Vietnam
1.27%	03/12/16		73,044		64,400	(i)
Korea Expressway Corp.
4.50%	03/23/15		133,000		139,160	(b)
Korea National Oil Corp.
2.88%	11/09/15		686,000		671,097	(b)
Lebanese Republic
5.15%	11/12/18		173,000		166,945

		Principal Amount		Fair Value
Province of Manitoba Canada
4.90%	12/06/16	$	165,000	$	186,575	(h)
Republic of Dominican
7.50%	05/06/21		100,000		104,000	(b,h)
9.50%	09/27/11		57,088		58,087
Republic of Ghana
8.50%	10/04/17		200,000		226,000	(b)
Republic of Indonesia
4.88%	05/05/21		300,000		307,125	(b)
Republic of Lebanese
6.10%	10/04/22		173,000		167,810
Russian Foreign Bond — Eurobond
5.00%	04/29/20		200,000		206,750	(b)
United Mexican States
5.13%	01/15/20		199,000		214,920
6.05%	01/11/40		130,000		138,320
					13,028,646
Municipal Bonds and Notes — 0.2%
Municipal Electric Authority of Georgia
6.64%	04/01/57		2,119,000		2,031,401
New Jersey State Turnpike Authority
7.10%	01/01/41		495,000		575,566
7.41%	01/01/40		200,000		241,408
New Jersey Transportation Trust Fund Authority
6.88%	12/15/39		620,000		645,680
South Carolina State Public Service Authority
6.45%	01/01/50		495,000		547,222
State of California
5.70%	11/01/21		705,000		741,900
					4,783,177
FNMA — 0.0%*
Lehman TBA
5.50%**	TBA		620,251		—	(c,l,n)
Total Bonds and Notes (Cost $754,836,127)					761,994,372
		Number of Shares		Fair Value
Exchange Traded Funds — 0.5%
Financial Select Sector SPDR Fund			187,080	$	2,867,937	(m)
Industrial Select Sector SPDR Fund			318,515		11,861,499	(m)
Total Exchange Traded Funds (Cost $16,056,740)					14,729,436

See Notes to Schedule of Investments and Notes to Financial Statements.

24

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

				Fair Value
Other Investments — 0.2%
GEI Investment Fund (Cost $5,043,981)				$	5,094,421		(k)
Total Investments in Securities (Cost $2,409,683,023)					2,662,698,919
Short-Term Investments — 11.9%
Short-Term Investments — 5.5%
GE Institutional Money Market Fund Investment Class 0.11%					160,961,248		(d,k)
		Principal Amount		Fair Value
Time Deposit — 0.0%*
State Street Corp.
0.01%	07/01/11	$	258,191	$	258,191		(e)
Federal Agencies — 6.4%
Federal National Mortgage Assoc. Discount Notes
0.08%	10/03/11		10,000,000		9,998,680		(d)
0.09%	11/02/11		46,000,000		45,988,822		(d)
Federal Home Loan Bank Discount Notes
0.05%	08/19/11		32,000,000		31,999,104		(d)
0.07%	09/02/11		3,000,000		2,999,841		(d)
0.08%	11/02/11		40,000,000		39,990,280		(d)
Federal Home Loan Mortgage Corp. Discount Notes
0.06%	10/12/11		18,500,000		18,497,336		(d)
0.08%	10/06/11		35,000,000		34,995,240		(d)
					184,469,303
Total Short-Term Investments (Cost $345,670,108)					345,688,742
Total Investments (Cost $2,755,353,131)					3,008,387,661
Liabilities in Excess of Other Assets, net — (3.7)%					(108,132,838	)
NET ASSETS — 100.0%				$	2,900,254,823

Other Information

The Fund had the following long futures contracts open at June 30, 2011:

Description	Expiration Date		Number of Contracts		Current Notional Value		Unrealized Appreciation/ (Depreciation)
EURO Stoxx 50 Index Futures		September 2011		109	$	4,500,795	$	181,642
FTSE 100 Index Futures		September 2011		43		4,074,755		120,703
S&P 500 Emini Index Futures		September 2011		144		9,471,600		241,081
S&P Midcap 400 Emini Index Futures		September 2011		52		5,077,800		80,114
Topix Index Futures		September 2011		20		2,103,764		108,983
2 Yr. U.S.Treasury Notes Futures		September 2011		579		127,000,031		283,876
5 Yr. U.S.Treasury Notes Futures		September 2011		115		13,707,461		100,738
10 Yr. U.S.Treasury Notes Futures		September 2011		46		5,627,094		(94,469	)
							$	1,022,668

The Fund had the following short futures contracts open at June 30, 2011:

Description	Expiration date		Number of Contracts		Current Notional Value			Unrealized Appreciation
EURO Currency Futures		September 2011		322	$	(58,314,200	)	$	215,135
JPY Currency Futures		September 2011		136		(21,136,100	)		106,440
Ultra long U.S. Treasury Bond Futures		September 2011		5		(631,250	)		8,635
								$	330,210
								$	1,352,878

The Fund was invested in the following countries at June 30, 2011:

Country	Percentage (based on Fair Value)
United States		72.57	%
United Kingdom		4.90	%
Germany		2.98	%
France		2.65	%
Japan		2.45	%
Switzerland		1.82	%
Canada		1.75	%
China		1.40	%
Brazil		1.15	%

See Notes to Schedule of Investments and Notes to Financial Statements.

25

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

Country	Percentage (based on Fair Value)
South Korea		0.76	%
India		0.72	%
Netherlands		0.70	%
Taiwan		0.68	%
Hong Kong		0.66	%
Spain		0.52	%
Russian Federation		0.44	%
Australia		0.40	%
Mexico		0.39	%
Italy		0.31	%
South Africa		0.29	%
Sweden		0.26	%
Indonesia		0.22	%
Singapore		0.20	%
Israel		0.17	%
Denmark		0.16	%
Supranational		0.12	%
Peru		0.12	%
Chile		0.12	%
Luxembourg		0.11	%
Malaysia		0.09	%
Philippines		0.09	%
Hungary		0.09	%
Ukraine		0.08	%
Argentina		0.06	%
Thailand		0.06	%
Colombia		0.05	%
Turkey		0.04	%
United Arab Emirates		0.04	%
Egypt		0.03	%
Trinidad and Tobago		0.03	%
Kazakhstan		0.03	%
Cayman Islands		0.02	%
Tunisia		0.02	%
Finland		0.02	%
Lebanon		0.02	%
Lithuania		0.02	%
Ireland		0.02	%
El Salvador		0.02	%
Panama		0.02	%
Belarus		0.01	%
Belize		0.01	%
Jamaica		0.01	%
Croatia		0.01	%
Poland		0.01	%
Uruguay		0.01	%
Qatar		0.01	%
Ghana		0.01	%
Grenada		0.01	%
Sri Lanka		0.01	%
Costa Rica		0.01	%
Bolivarian Republic of Venezuela		0.01	%
Dominican Republic		0.01	%
		100.00	%

The Fund’s % share of investment in the various categories, based on Fair Value, is as follows at June 30, 2011:

Industry	Domestic			Foreign			Total
Diversified Financial Services		1.30	%		2.83	%		4.13	%
Integrated Oil & Gas		1.30	%		2.17	%		3.47	%
Pharmaceuticals		1.51	%		0.88	%		2.39	%
Semiconductors		0.90	%		0.77	%		1.67	%
Diversified Metals & Mining		0.21	%		1.45	%		1.66	%
Aerospace & Defense		0.99	%		0.65	%		1.64	%
Wireless Telecommunication Services		0.64	%		1.00	%		1.64	%
Internet Software & Services		0.71	%		0.69	%		1.40	%
Packaged Foods & Meats		0.77	%		0.63	%		1.40	%
Oil & Gas Equipment & Services		1.27	%		0.08	%		1.35	%
Oil & Gas Exploration & Production		0.99	%		0.29	%		1.28	%
Fertilizers & Agricultural Chemicals		0.40	%		0.85	%		1.25	%
Asset Management & Custody Banks		1.25	%		0.00	%		1.25	%
Life & Health Insurance		0.51	%		0.72	%		1.23	%
Communications Equipment		0.99	%		0.21	%		1.20	%
Steel		0.59	%		0.61	%		1.20	%
Biotechnology		1.19	%		0.00	%		1.19	%
Household Products		0.61	%		0.55	%		1.16	%
Automobile Manufacturers		0.00	%		1.15	%		1.15	%
Systems Software		1.13	%		0.00	%		1.13	%
Industrial Conglomerates		0.00	%		0.99	%		0.99	%
Healthcare Services		0.71	%		0.26	%		0.97	%
IT Consulting & Other Services		0.64	%		0.30	%		0.94	%
Industrial Gases		0.36	%		0.52	%		0.88	%
Integrated Telecommunication Services		0.58	%		0.28	%		0.86	%
Soft Drinks		0.86	%		0.00	%		0.86	%
Life Sciences Tools & Services		0.83	%		0.02	%		0.85	%
Healthcare Equipment		0.82	%		0.00	%		0.82	%
Movies & Entertainment		0.78	%		0.00	%		0.78	%
Multi-Line Insurance		0.30	%		0.47	%		0.77	%
Multi-Utilities		0.33	%		0.44	%		0.77	%
Electric Utilities		0.62	%		0.14	%		0.76	%
Industrial Machinery		0.33	%		0.41	%		0.74	%
Property & Casualty Insurance		0.68	%		0.00	%		0.68	%
Data Processing & Outsourced Services		0.65	%		0.00	%		0.65	%
Application Software		0.33	%		0.31	%		0.64	%
Computer Hardware		0.63	%		0.00	%		0.63	%
Investment Banking & Brokerage		0.39	%		0.16	%		0.55	%
Electrical Components & Equipment		0.38	%		0.16	%		0.54	%
Specialized Finance		0.38	%		0.15	%		0.53	%
Construction & Engineering		0.11	%		0.41	%		0.52	%
Advertising		0.50	%		0.00	%		0.50	%
Exchange Traded Fund		0.49	%		0.00	%		0.49	%
Office REITs		0.42	%		0.00	%		0.42	%
Apparel, Accessories & Luxury Goods		0.19	%		0.22	%		0.41	%
Specialized REITs		0.41	%		0.00	%		0.41	%
Trading Companies & Distributors		0.15	%		0.25	%		0.40	%

See Notes to Schedule of Investments and Notes to Financial Statements.

26

Total Return Fund

Schedule of Investments June 30, 2011 (unaudited)

Industry	Domestic			Foreign			Total
Independent Power Producers & Energy Traders		0.37	%		0.00	%		0.37	%
Cable & Satellite		0.36	%		0.00	%		0.36	%
Coal & Consumable Fuels		0.29	%		0.07	%		0.36	%
Construction & Farm Machinery & Heavy Trucks		0.25	%		0.11	%		0.36	%
Home Improvement Retail		0.35	%		0.00	%		0.35	%
Oil & Gas Storage & Transportation		0.34	%		0.00	%		0.34	%
Diversified Real Estate Activities		0.00	%		0.32	%		0.32	%
Healthcare Supplies		0.00	%		0.32	%		0.32	%
Research & Consulting Services		0.32	%		0.00	%		0.32	%
Distillers & Vintners		0.00	%		0.31	%		0.31	%
Electronic Components		0.09	%		0.22	%		0.31	%
Hypermarkets & Super Centers		0.06	%		0.25	%		0.31	%
General Merchandise Stores		0.30	%		0.00	%		0.30	%
Regional Banks		0.15	%		0.14	%		0.29	%
Security & Alarm Services		0.21	%		0.07	%		0.28	%
Specialty Chemicals		0.19	%		0.09	%		0.28	%
Food Retail		0.00	%		0.27	%		0.27	%
Hotels, Resorts & Cruise Lines		0.19	%		0.08	%		0.27	%
Retail REITs		0.27	%		0.00	%		0.27	%
Consumer Finance		0.24	%		0.00	%		0.24	%
Restaurants		0.19	%		0.05	%		0.24	%
Diversified Capital Markets		0.00	%		0.22	%		0.22	%
Apparel Retail		0.10	%		0.11	%		0.21	%
Diversified Support Services		0.02	%		0.19	%		0.21	%
Agricultural Products		0.14	%		0.06	%		0.20	%
Real Estate Services		0.20	%		0.00	%		0.20	%
Air Freight & Logistics		0.19	%		0.00	%		0.19	%
Residential REITs		0.19	%		0.00	%		0.19	%
Thrifts & Mortgage Finance		0.18	%		0.00	%		0.18	%
Home Furnishing Retail		0.17	%		0.00	%		0.17	%
Rail Roads		0.17	%		0.00	%		0.17	%
Building Products		0.00	%		0.16	%		0.16	%
Casinos & Gaming		0.12	%		0.04	%		0.16	%
Reinsurance		0.16	%		0.00	%		0.16	%
Gold		0.00	%		0.15	%		0.15	%
Automotive Retail		0.14	%		0.00	%		0.14	%
Broadcasting		0.08	%		0.06	%		0.14	%
Oil & Gas Drilling		0.11	%		0.02	%		0.13	%
Semiconductor Equipment		0.13	%		0.00	%		0.13	%
Home Entertainment Software		0.12	%		0.00	%		0.12	%
Tobacco		0.11	%		0.01	%		0.12	%
Department Stores		0.10	%		0.01	%		0.11	%
Marine		0.00	%		0.11	%		0.11	%
Computer Storage & Peripherals		0.10	%		0.00	%		0.10	%
Distributors		0.09	%		0.00	%		0.09	%
Diversified REITs		0.09	%		0.00	%		0.09	%
Healthcare Facilities		0.09	%		0.00	%		0.09	%
Human Resource & Employment Services		0.00	%		0.09	%		0.09	%
Precious Metals & Minerals		0.05	%		0.04	%		0.09	%
Airlines		0.00	%		0.08	%		0.08	%
Drug Retail		0.08	%		0.00	%		0.08	%
Healthcare Distributors		0.08	%		0.00	%		0.08	%

Industry	Domestic			Foreign			Total
Specialty Stores		0.08	%		0.00	%		0.08	%
Healthcare Technology		0.07	%		0.00	%		0.07	%
Home Building		0.07	%		0.00	%		0.07	%
Industrial REITs		0.07	%		0.00	%		0.07	%
Personal Products		0.07	%		0.00	%		0.07	%
Food Distributors		0.05	%		0.01	%		0.06	%
Internet Retail		0.06	%		0.00	%		0.06	%
Diversified Chemicals		0.06	%		0.00	%		0.06	%
Electronic Manufacturing Services		0.00	%		0.05	%		0.05	%
Metal & Glass Containers		0.00	%		0.04	%		0.04	%
Brewers		0.00	%		0.03	%		0.03	%
Electronic Equipment & Instruments		0.00	%		0.03	%		0.03	%
Footwear		0.03	%		0.00	%		0.03	%
Housewares & Specialties		0.03	%		0.00	%		0.03	%
Managed Healthcare		0.03	%		0.00	%		0.03	%
Oil & Gas Refining & Marketing		0.00	%		0.03	%		0.03	%
Paper Packaging		0.03	%		0.00	%		0.03	%
Real Estate Operating Companies		0.00	%		0.03	%		0.03	%
Trucking		0.03	%		0.00	%		0.03	%
Water Utilities		0.03	%		0.00	%		0.03	%
Auto Parts & Equipment		0.00	%		0.02	%		0.02	%
Heavy Electrical Equipment		0.00	%		0.02	%		0.02	%
Household Appliances		0.00	%		0.02	%		0.02	%
Office Electronics		0.02	%		0.00	%		0.02	%
Office Services & Supplies		0.01	%		0.00	%		0.01	%
Publishing		0.01	%		0.00	%		0.01	%
								63.01	%

Sector	Percentage (based on Fair Value)
Agency Mortgage Backed		9.36	%
Corporate Notes		8.44	%
U.S. Treasuries		4.04	%
Non-Agency Collateralized Mortgage Obligations		2.01	%
Agency Collateralized Mortgage Obligations		0.57	%
Sovereign Bonds		0.43	%
Asset Backed		0.29	%
Municipal Bonds and Notes		0.16	%
Federal Agencies		0.03	%
		25.33	%
Short-Term and Other Investments
Short-Term		11.49	%
Other Investments		0.17	%
		11.66	%
		100.00	%

See Notes to Schedule of Investments and Notes to Financial Statements.

27

Notes to Schedule of Investments June 30, 2011 (unaudited)

The views expressed in this document reflect our judgment as of the publication date and are subject to change at any time without notice. The securities information regarding holdings, allocations and other characteristics are presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security. See the Fund’s summary prospectus and statutory prospectus for complete descriptions of investment objectives, policies, risks and permissible investments.

(a) Non-income producing security.

(b) Pursuant to Rule 144A of the Securities Act of 1933, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2011, these securities amounted to $79,462,605 or 2.74% of the net assets of the GE Investments Total Return Fund. These securities have been determined to be liquid using procedures established by the Fund’s Board of Directors.

(c) Settlement is on a delayed delivery or when-issued basis with final maturity to be announced (TBA) in the future.

(d) Coupon amount represents effective yield.

(e) State Street Corp. is the parent company of State Street Bank & Trust Co., the Fund’s custodian and accounting agent.

(f) Principal only security. These securities represent the right to receive the monthly principal payments on an underlying pool of mortgages. No payments of interest on the pool are passed through to the “principal only” holder.

(g) Interest only security. These securities represent the right to receive the monthly interest payments on an underlying pool of mortgages. Payments of principal on the pool reduce the value of the “interest only” holding.

(h) At June 30, 2011 , all or a portion of this security was pledged to cover collateral requirements for futures, options, forward foreign currency contracts and/or TBA’s.

(i) Variable or floating rate security. The stated rate represents the rate at June 30, 2011.

(j) Step coupon bond. Security becomes interest bearing at a future date.

(k) GE Asset Management, the investment adviser of the Fund, also serves as investment adviser of the GEI Investment Fund and the GE Institutional Money Market Fund.

(l) Securities in default

(m) Sponsored by SSgA Funds Management, Inc., an affiliate of State Street Bank & Trust Co., the Fund’s custodian and accounting agent.

(n) Illiquid securities. At June 30, 2011, these securities amounted to $217,514 or 0.01% of net assets for the GE Investments Total Return Fund. These securities have been determined to be illiquid using procedures established by the Fund’s Board of Trustees.

(o) Coupon amount represents the coupon of the underlying mortgage securities on which monthly interest payments are based.

* Less than 0.05%.

** Amount is less than $ 0.50.

† Percentages are based on net assets as of June 30, 2011.

†† Security traded on different exchanges.

Abbreviations:

ADR	American Depository Receipt
GDR	Global Depository Receipt
REIT	Real Estate Investment Trust
REMIC	Real Estate Mortgage Investment Conduit
SPDR	Standard & Poors Depository Receipts
STRIPS	Separate Trading of Registered Interest and Principal of Security
TBA	To Be Announced

28

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated

	CLASS 1
	6/30/11*			12/31/10			12/31/09			12/31/08(d)			12/31/07			12/31/06
Inception date		—			—			—			—			—			7/1/85
Net asset value, beginning of period	$	16.42		$	15.18		$	12.75		$	18.61		$	17.69		$	16.04
Income/(loss) from investment operations:
Net investment income		0.15			0.23	**		0.20	**		0.35	**		0.35			0.36
Net realized and unrealized gains/(losses) on investments		0.45			1.23			2.45			(5.80)			1.71			1.84
Total income/(loss) from investment operations		0.60			1.46			2.65			(5.45)			2.06			2.20
Less distributions from:
Net investment income		—			0.22			0.19			0.34			0.35			0.31
Net realized gains		—			—			—			0.07			0.79			0.24
Return of capital		—			—			0.03			—			—			—
Total distributions		—			0.22			0.22			0.41			1.14			0.55
Net asset value, end of period	$	17.02		$	16.42		$	15.18		$	12.75		$	18.61		$	17.69
TOTAL RETURN(a)		3.65%			9.64%			20.81%			(29.28)%			11.68%	(b)		13.75%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)	$	1,138,306		$	1,152,587		$	1,131,038		$	989,975		$	1,525,002		$	1,390,230
Ratios to average net assets:
Net investment income		1.79%	†		1.51%			1.47%			2.16%			2.20%			2.33%
Net Expenses		0.73%	(b)(c)†		0.69%	(b)(c)		0.67%	(b)(c)		0.51%	(b)(c)		0.52%	(c)		0.48%	(c)
Gross Expenses		0.75%	†		0.73%			0.70%			0.55%			0.56%			0.53%
Portfolio turnover rate		94%			148%			174%			203%			176%			138%

The accompanying Notes are an integral part of these financial statements.

29

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated

	CLASS 3
	6/30/11*			12/31/10			12/31/09			12/31/08(d)			12/31/07			12/31/06
Inception date		—			—			—			—			—			5/1/06
Net asset value, beginning of period	$	16.38		$	15.15		$	12.73		$	18.59		$	17.69		$	17.03
Income/(loss) from investment operations:
Net investment income		0.13			0.19	**		0.17	**		0.34	**		0.35			0.12
Net realized and unrealized gains/(losses) on investments		0.45			1.23			2.45			(5.80)			1.69			1.10
Total income/(loss) from investment operations		0.58			1.42			2.62			(5.46)			2.04			1.22
Less distributions from:
Net investment income		—			0.19			0.17			0.33			0.35			0.32
Net realized gains		—			—			—			0.07			0.79			0.24
Return of capital		—			—			0.03			—			—			—
Total distributions		—			0.19			0.20			0.40			1.14			0.56
Net asset value, end of period	$	16.96		$	16.38		$	15.15			$       12.73			$       18.59			$    17.69
TOTAL RETURN(a)		3.54%			9.37%			20.57%			(29.37)%			11.56%	(b)		7.17%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)	$	1,761,949		$	1,691,910		$	1,421,191			$1,110,117			$1,173,708			$396,349
Ratios to average net assets:
Net investment income		1.54%	†		1.26%			1.26%			2.05%			2.04%			2.09%
Net Expenses		0.98%	(b)(c)†		0.94%	(b)(c)		0.87%	(b)(c)		0.61%	(b)(c)		0.61%	(c)		0.62%	(c)
Gross Expenses		1.00%	†		0.98%			0.91%			0.65%			0.65%			0.69%
Portfolio turnover rate		94%			148%			174%			203%			176%			138%

Notes to Financial Highlights

(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions and do not include the effect of insurance contract charges. Past performance does not guarantee future results.

(b) Reflects GE Asset Management’s waiver of a portion of the Fund’s management fee in an amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Money Market Fund (“GE Money Market Fund”) and the GE Institutional Money Market Fund.

(c) Reflects GE Asset Management’s contractual arrangement with GE Investments Funds, Inc. to limit the Fund’s total operating expenses of each class share (excluding class specific expenses) to 0.32% of the average daily net assets of the Fund attributable to such class share on an annual basis. This arrangement expired on April 30, 2011.

(d) Less than $0.01 per share of the distribution paid was from return of capital.

* Unaudited

** Per share values have been calculated using the average share method.

† Annualized for periods less than one year.

The accompanying Notes are an integral part of these financial statements.

30

Statement of Assets and Liabilities June 30, 2011 (unaudited)
ASSETS
Investments in securities, at Fair Value (cost $2,404,639,042)	$2,657,604,498
Investments in affiliated securities, at Fair Value (cost $5,043,981)	5,094,421
Short-Term Investments at Fair Value (cost $184,708,860)	184,727,494
Short-Term affiliated investments (at amortized cost)	160,961,248
Restricted cash	3,035,895
Foreign cash (cost $330,055)	331,217
Receivable for investments sold	52,327,057
Income receivables	10,427,271
Receivable for fund shares sold	607,212
Variation margin receivable	479,262
Receivable from GEAM	191,029
Total Assets	3,075,786,604
LIABILITIES
Payable for investments purchased	171,980,460
Payable for fund shares redeemed	621,689
Payable to GEAM	1,882,081
Accrued other expenses	555,552
Variation margin payable	491,332
Other liabilities	667
Total Liabilities	175,531,781
NET ASSETS	$2,900,254,823
NET ASSETS CONSIST OF:
Capital paid in	2,857,807,326
Undistributed (distribution in excess of) net investment income	23,240,141
Accumulated net realized gain (loss)	(235,561,061	)
Net unrealized appreciation on:
Investments	253,286,702
Futures	1,352,878
Foreign currency related transactions	128,837
NET ASSETS	$2,900,254,823
Class 1:
NET ASSETS	1,138,306,215
Shares outstanding ($0.01 par value; unlimited shares authorized)	66,874,959
Net asset value per share	$17.02
Class 3
NET ASSETS	1,761,948,608
Shares outstanding ($0.01 par value; unlimited shares authorized)	103,898,326
Net asset value per share	$16.96

The accompanying Notes are an integral part of these financial statements.

31

Statement of Operations For the six months ended June 30, 2011 (unaudited)
INVESTMENT INCOME
Income:
Dividend	$	22,228,079
Interest		15,503,750
Interest from affiliated investments		77,678
Less: Foreign taxes withheld		(1,425,858	)
Total Income		36,383,649
Expenses:
Advisory and administration fees		7,260,220
Distributors Fees
Class 1		1,147,207
Class 2*		21,986
Class 3		3,895,072
Transfer agent fees		30,227
Director’s fees		40,906
Custody and accounting expenses		333,945
Professional fees		65,160
Other expenses		175,469
Total expenses before waiver and reimbursement		12,970,192
Less: Expenses reimbursed by the adviser		(152,580	)
Less: Expenses waived or borne by the adviser		(109,710	)
Net expenses		12,707,902
Net investment income		23,675,747
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on:
Investments		93,607,219
Futures		(5,943,909	)
Foreign currency transactions		(9,375	)
Increase (decrease) in unrealized appreciation/(depreciation) on:
Investments		(7,935,148	)
Futures		(372,793	)
Foreign currency transactions		60,612
Net realized and unrealized gain on investments		79,406,606
Net increase in net assets resulting from operations	$	103,082,353

* Share Class 2 was closed as of June 22, 2011.

The accompanying Notes are an integral part of these financial statements.

32

Statements of Changes in Net Assets
	Six Months Ended June 30, 2011*			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investments income	$	23,675,747		$	35,829,364
Net realized gain (loss) on investments, futures and foreign currency transactions		87,653,935			17,193,970
Net increase (decrease) in unrealized appreciation/(depreciation) on investments, futures and foreign currency transactions		(8,247,329	)		195,555,216
Net increase from operations		103,082,353			248,578,550
Distributions to shareholders from :
Net investment income
Class 1		—			(15,446,329	)
Class 2**		—			(317,323	)
Class 3		—			(19,259,147	)
Total distributions		—			(35,022,799	)
Increase in net assets from operations and distributions		103,082,353			213,555,751
Share transactions :
Proceeds from sale of shares
Class 1		1,324,773			7,620,320
Class 2**		1,631,262			5,626,979
Class 3		89,117,416			192,903,673
Value of distributions reinvested
Class 1		—			15,446,329
Class 2**		—			317,323
Class 3		—			19,259,147
Cost of shares redeemed
Class 1		(57,619,264	)		(89,418,651	)
Class 2**		(26,443,050	)		(1,701,770	)
Class 3		(79,380,063	)		(65,437,159	)
Net increase (decrease) from share transactions		(71,368,926	)		84,616,191
Total increase in net assets		31,713,427			298,171,942
NET ASSETS
Beginning of period		2,868,541,396			2,570,369,454
End of period	$	2,900,254,823		$	2,868,541,396
Undistributed (distribution in excess of) net investment income, end of period	$	23,240,141		$	(435,606	)

* Unaudited

** Share Class 2 was closed as of June 22, 2011.

The accompanying Notes are an integral part of these financial statements.

33

Statements of Changes in Net Assets (continued) Changes in Fund Shares
	Six Months Ended June 30, 2011*			Year Ended December 31, 2010
CHANGES IN FUND SHARES
Class 1
Shares sold		79,059			495,434
Issued for distributions reinvested		—			941,849
Shares redeemed		(3,415,344	)		(5,752,425	)
Net increase (decrease) in fund shares		(3,336,285	)		(4,315,142	)
Class 2**
Shares sold		97,549			363,249
Issued for distributions reinvested		—			19,420
Shares redeemed		(1,567,546	)		(111,812	)
Net increase (decrease) in fund shares		(1,469,997	)		270,857
Class 3
Shares sold		5,292,450			12,570,250
Issued for distributions reinvested		—			1,177,209
Shares redeemed		(4,713,724	)		(4,260,891	)
Net increase (decrease) in fund shares		578,726			9,486,568

* Unaudited

** Share Class 2 was closed as of June 22, 2011

The accompanying Notes are an integral part of these financial statements.

34

Notes to Financial Statements June 30, 2011 (unaudited)

1. Organization of the Company

GE Investments Funds, Inc. (the “Company”) was incorporated under the laws of the Commonwealth of Virginia on May 14, 1984 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Company is composed of fourteen investment portfolios (collectively the “Funds”), although only the following eleven are currently being offered: U.S. Equity Fund, S&P 500 Index Fund, Premier Growth Equity Fund, Core Value Equity Fund, Mid-Cap Equity Fund, Small-Cap Equity Fund, International Equity Fund, Total Return Fund (the “Fund”), Income Fund, Money Market Fund and Real Estate Securities Fund.

Shares of the Funds of the Company are offered only to insurance company separate accounts that fund certain variable life insurance contracts and variable annuity contracts. GE Asset Management Incorporated (“GEAM”) is the investment adviser and administrator of each of the Funds.

The Company currently offers two share classes of the Fund as investment options for variable life insurance and variable annuity contracts — Class 1 and Class 3. Class 2 and 3 shares were first offered on May 1, 2006, and Fund shares outstanding prior to May 1, 2006 were designated as Class 1 shares. As of June 22, 2011, Class 2 shares of the Fund are no longer available. Each class of shares has different fees and expenses, and as a result, each class of shares will have a different share price and performance. Not all variable contracts offer every class of the Fund’s shares.

2. Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates.

Subsequent events after the balance sheet date through the date the financial statements were issued, have been evaluated in the preparation of the financial statements. There are no items to report.

The following summarizes the significant accounting policies of the Company:

Securities Valuation and Transactions. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Securities transactions are accounted for as of the trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost for both financial statement and federal tax purposes.

The Fund’s income, expenses (other than distribution fees) and realized and unrealized gains and losses are allocated proportionally each day among the share classes based upon the relative net assets of each class.

Derivatives The Fund is subject to equity price risk, interest rate risk, and foreign currency exchange rate risk in the normal course of pursuing its investment objective. The Fund may enter into derivative transactions for the purpose of hedging against the effects of changes in the value of portfolio securities due to anticipated changes in market conditions, to gain market exposure for residual and accumulating cash positions, and for managing the duration of fixed-income investments. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. Upon entering into such contracts, the Fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a certain percentage of the contract amount. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gains or losses by the Fund. Upon entering into such contracts, the Fund bears the risk of interest or exchange rates and securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. With futures contracts, there is minimal counterparty credit risk to the Fund since futures contracts are exchange traded and the exchange’s clearinghouse, as counterparty to all traded futures, guarantees the futures against default.

Foreign Currency Accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated to U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments denominated in foreign

35

Notes to Financial Statements June 30, 2011 (unaudited)

currencies are translated into U.S. dollars at the prevailing exchange rate on the respective dates of such transactions.

All assets and liabilities of the Fund initially expressed in foreign currency values will be converted into U.S. dollars at the WM/Reuter exchange rate computed at 11:00 a.m., Eastern time.

The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities during the year. Such fluctuations are included in the net realized or unrealized gain or loss from investments. Net realized gains or losses on foreign currency transactions represent net gains or losses on sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income and withholding taxes accrued and the U.S. dollar amount actually received or paid, and gains or losses between the trade and settlement date on purchases and sales of foreign securities. Net unrealized foreign exchange gains and losses arising from changes in the value of other assets and liabilities (including foreign currencies and open foreign currency contracts) as a result of changes in foreign exchange rates are included as increases or decreases in unrealized appreciation/depreciation on foreign currency related transactions.

Futures Contracts A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. The Fund invests in interest rate, financial and stock or bond index futures contracts subject to certain limitations. The Fund invests in futures contracts to manage its exposure to the stock and bond markets and fluctuations in currency values. Buying futures tends to increase the Fund’s exposure to the underlying instrument while selling futures tends to decrease a Fund’s exposure to the underlying instrument or to hedge other Fund investments. The Fund will not enter into a transaction involving futures for speculative purposes. With futures contracts, there is minimal counterparty credit risk to the Fund since futures contracts are exchange traded and the exchange’s clearinghouse, as counterparty to all traded futures, guarantees the futures against default. The Fund’s risks in using these contracts include changes in the value of the underlying instruments, non-performance of the counterparties under the contracts’ terms and changes in the liquidity of the secondary market for the contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they principally trade.

Upon entering into a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount, known as initial margin deposit. Subsequent payments, known as variation margin, are made or received by the Fund each day, depending on the daily fluctuation in the fair value of the underlying security. The Fund records an unrealized gain or loss equal to the daily variation margin. Should market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may incur a loss. The Fund recognizes a realized gain or loss on the expiration or closing of a futures contract.

Investments in Foreign Markets Investments in foreign markets involve special risks and considerations not typically associated with investing in the United States. These risks include revaluation of currencies, high rates of inflation, restrictions on repatriation of income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls, tariffs and taxes, subject to delays in settlements, and their prices may be more volatile.

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which they invest. Such taxes are generally based upon income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as income and/or capital gains are earned.

Investment Income Corporate actions (including cash dividends) are recorded on the ex-dividend date, net of applicable withholding taxes, except for certain foreign corporate actions which are recorded as soon after the ex-dividend date as such information becomes available.

Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums on taxable bonds are to the call or maturity date, whichever is shorter, using the effective yield method. Withholding taxes in foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

Expenses Fund specific expenses are allocated to the Fund that incurs such expenses. Such expenses may include custodial fees, legal and accounting fees, printing costs and registration fees. Expenses that are not fund specific are allocated pro rata across the Funds. Certain class specific

36

Notes to Financial Statements June 30, 2011 (unaudited)

expenses (such as distribution fees) are allocated to the class that incurs such expense. Expenses of the Fund are generally paid directly by the Fund however, expenses may be paid by GEAM and reimbursed by the fund.

Federal Income Taxes The Fund intends to comply with all sections of the Internal Revenue Code applicable to regulated investment companies including the distribution of substantially all of its taxable net investment income and net realized capital gains to its shareholders. Therefore, no provision for federal income tax has been made. The Fund is treated as a separate taxpayer for federal income tax purposes.

3. Securities Valuation

The Fund utilizes various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a framework for measuring fair value and providing related disclosures. Broadly, the framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. It also establishes a three-level valuation hierarchy based upon observable and non-observable inputs.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical investments in active markets.

Level 2 — Quoted prices for similar investments in active markets; quoted prices for identical or similar investments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable.

Policies and procedures are maintained to value investments using the best and most relevant data available. In addition, pricing vendors are utilized to assist in valuing investments. GEAM performs periodic reviews of the methodologies used by independent pricing services including price validation of individual securities.

Fair Value Measurement The following section describes the valuation methodologies the Fund uses to measure different financial investments at fair value.

The Fund’s portfolio securities are valued generally on the basis of market quotations. Equity securities generally are valued at the last reported sales price on the primary market in which they are traded. Portfolio securities listed on NASDAQ are valued using the NASDAQ Official Closing Price. Level 1 securities primarily include publicly-traded equity securities which may not necessarily represent the last sale price. If no sales occurred on the exchange or NASDAQ that day, the portfolio security generally is valued using the last reported bid price. In those circumstances the Fund classifies the investment securities in Level 2.

Debt securities (other than short-term securities described below) generally are valued at an evaluated bid as reported by an independent pricing service. Municipal obligations are valued at the quoted bid prices, when available. The pricing vendor uses various pricing models for each asset class that are consistent with what other market participants would use. The inputs and assumptions to the model of the pricing vendor are derived from market observable sources including: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, and other market related data. Since many fixed income securities do not trade on a daily basis, the methodology of the pricing vendor uses available information as applicable such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing. The pricing vendor considers all available market observable inputs in determining the evaluation for a security. Thus, certain securities may not be priced using quoted prices, but rather determined from market observable information. These investments are included in Level 2 and primarily comprise our portfolio of corporate fixed income, government, mortgage and asset-backed securities.

In the absence of a reliable price from such a pricing service, debt securities may be valued based on dealer supplied valuations or quotations. In these infrequent circumstances, pricing vendors may provide the Funds with

37

Notes to Financial Statements June 30, 2011 (unaudited)

valuations that are based on significant unobservable inputs, and in those circumstances we classify the investment securities in Level 3.

The Fund uses non-binding broker quotes as the primary basis for valuation when there is limited, or no, relevant market activity for a specific investment or for other investments that share similar characteristics. The Funds have not adjusted the prices obtained. Investment securities priced using non-binding broker quotes are included in Level 3. As is the case with the primary pricing vendor, third-party brokers do not provide access to their proprietary valuation models, inputs and assumptions. Accordingly, GEAM conducts internal reviews of pricing for all such investment securities periodically to ensure reasonableness of valuations used in the Funds‘ financial statements. These reviews are designed to identify prices that appear stale, those that have changed significantly from prior valuations, and other anomalies that may indicate that a price may not be accurate. Based on the information available, GEAM believes that the fair values provided by the brokers are representative of prices that would be received to sell the assets at the measurement date (exit prices).

The Fund uses the net asset value per unit for the collective fund. The Fund classifies the investment security in level 2.

Short-term investments of sufficient credit quality with remaining maturities of sixty days or less at the time of purchase are valued on a basis of amortized cost, which approximates market value and those are included in Level 2.

If prices are not readily available for a portfolio security, or if it is believed that a price for a portfolio security does not represent its fair value, the security may be valued using procedures approved by the Fund’s Board of Directors that are designed to establish its “fair” value. These securities would generally be classified in Level 3. Those procedures require that the fair value of a security be established by the valuation committee. The valuation committee follows different protocols for different types of investments and circumstances. The fair value procedures may be used to value any investment of any Fund in the appropriate circumstances.

Foreign securities may be valued with the assistance of an independent fair value pricing service in circumstances where it is believed that they have been or would be materially affected by events occurring after the close of the portfolio security’s primary market and before the close

of regular trading on the NYSE. In these circumstances the Fund classifies the investment securities in Level 2. This independent fair value pricing service uses a model to identify affected securities and portfolios taking into consideration various factors and the fair value of such securities may be something other than the last available quotation or other market price.

Portfolio securities may be valued using techniques other than market quotations, under the circumstances described above. The value established for a portfolio security may be different than what would be produced through the use of another methodology or if it had been priced using market quotations. Portfolio securities that are valued using techniques other than market quotations, including “fair valued” securities, may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that the Fund could sell a portfolio security for the value established for it at any time and it is possible that the Fund would incur a loss because a portfolio security is sold at a discount to its established value.

Other financial investments are derivative instruments that are not reflected in Total Investments, such as futures, forwards, swaps, and written options contracts, which are valued based on fair value as discussed above.

The Fund uses closing prices for derivatives included in Level 1, which are traded either on exchanges or liquid over-the counter markets. Derivative assets and liabilities included in Level 2 primarily represent interest rate swaps, cross-currency swaps and foreign currency and commodity forward and option contracts. Derivative assets and liabilities included in Level 3 primarily represent interest rate products that contain embedded optionality or prepayment features.

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. Fair value determinations are required for securities whose value is affected by a significant event that will materially affect the value of a domestic or foreign security and which occurs subsequent to the time of the close of the principal market on which such domestic or foreign security trades but prior to the calculation of the Fund’s NAV.

38

Notes to Financial Statements June 30, 2011 (unaudited)

The following tables present the Fund’s investments measured at fair value on a recurring basis at June 30, 2011:

Investments		Level 1			Level 2		Level 3		Total
Investments in Securities
Domestic Equity	$	1,129,545,051		$	—	$	—	$	1,129,545,051
Foreign Equity		729,703,432			4,883,123		—		734,586,555
U.S. Treasuries		—			121,626,009		—		121,626,009
Federal Agencies		—			937,004		—		937,004
Agency Mortgage Backed		—			281,478,201		—		281,478,201
Agency CMOs		—			17,116,952		137,894		17,254,846
Asset Backed		—			8,734,256		—		8,734,256
Corporate Notes		—			253,773,848		—		253,773,848
Non-Agency CMOs		—			60,378,385		—		60,378,385
Sovereign Bonds		—			13,028,646		—		13,028,646
Municipal Notes and Bonds		—			4,783,177		—		4,783,177
Exchange Traded Funds		14,729,436			—		—		14,729,436
Preferred Stock		16,749,084			—		—		16,749,084
Other Investments		—			5,094,421		—		5,094,421
Short-Term Investments		160,961,248			184,727,494		—		345,688,742
Total Investments in Securities	$	2,051,688,251		$	956,561,516	$	137,894	$	3,008,387,661
Other Financial Instruments*
Futures Contracts — Unrealized Appreciation	$	1,447,347		$	—	$	—	$	1,447,347
Futures Contracts — Unrealized Depreciation		(94,469	)		—		—		(94,469	)
Total Other Financial Instruments	$	1,352,878		$	—	$	—	$	1,352,878
*  Other financial instruments include derivative instruments such as futures contracts. Amounts shown represent unrealized appreciation (depreciation), at period end.

The following table presents the changes in Level 3 investments measured on a recurring basis for the period ended June 30, 2011, within Total Return Fund:

	Agency CMOs			Non-Agency CMOs			Total
Balance at 12/31/10	$	780,609		$	207		$	780,816
Accrued discounts/premiums		(33,350	)		—			(33,350	)
Realized gain (loss)		63,895			(56,568	)		7,327
Change in unrealized gain (loss)		(64,279	)		56,426			(7,853	)
Purchases		55,252			—			55,252
Sales		(262,629	)		(65	)		(262,694	)
Issuances		—			—			—
Settlements		—			—			—
Transfers into Level 3		—			—			—
Transfers out of Level 3		(401,604	)		—			(401,604	)
Balance at 06/30/11	$	137,894		$	—		$	137,894
Change in unrealized appreciation (depreciation) relating to securities still held at 06/30/11	$	7,374		$	—		$	7,374

There were no significant transfers between Level 1 and Level 2. Transfers between fair value levels are considered to occur at the beginning of the period.

39

Notes to Financial Statements June 30, 2011 (unaudited)

4. Derivatives Transactions

Shown below are the derivative contracts entered into by the Fund, summarized by primary risk exposure as they appear on the Statement of Assets and Liabilities, all of which are not accounted for as hedging instruments under FASB Accounting Standards Codification (“ASC”) No. 815 Derivatives and Hedging as of June 30, 2011.

	Asset Derivatives June 30, 2011			Liability Derivatives June 30, 2011
Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Assets and Liabilities	Fair Value ($)		Location in the Statement of Assets and Liabilities	Fair Value ($)
Interest Rate Contracts	Assets, Net Assets -	393,249	*	Liabilities, Net Assets -	(94,469	)*
	Net Unrealized Appreciation/			Net Unrealized Appreciation/
	(Depreciation) on Futures			(Depreciation) on Futures
Equity Contracts	Assets, Net Assets -	732,523	*	Liabilities, Net Assets -	—
	Net Unrealized Appreciation/			Net Unrealized Appreciation/
	(Depreciation) on Futures			(Depreciation) on Futures
Foreign Currency Contracts	Assets, Net Assets -	321,575	*	Liabilities, Net Assets -	—
	Net Unrealized Appreciation/			Net Unrealized Appreciation/
	(Depreciation) on Futures			(Depreciation) on Futures

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments and within the components of Net Assets section of the Statements of Assets and Liabilities. Only the current day’s variation margin is reported within the Assets or Liabilities sections of the Statement of Assets and Liabilities.

Shown below are the effects of derivative instruments on the Fund's Statements of Operations, summarized by primary risk exposure all of which are not accounted for as hedging instruments under ASC 815.

Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statement of Operations	Total Notional Amount of Futures Contracts Purchased/(Sold) ($)		Realized Gain or (Loss) on Derivatives Recognized in Income ($)	Change in Unrealized Appreciation/ (Depreciation) on Derivatives Recognized in Income ($)
Equity Contracts	Realized gain/(loss) on	248,656,926/		2,869,139	259,034
	Futures, Increase/(decrease)	(267,201,764	)
	in unrealized appreciation/
	(depreciation) on Futures
Interest Rate Contracts	Realized gain/(loss) on	1,329,713,919/		(4,393,938)	(952,420	)
	Futures, Increase/(decrease)	(1,138,412,912	)
	in unrealized appreciation/
	(depreciation) on Futures
Foreign Currency Contracts	Realized gain/(loss) on	156,493,747/		(4,419,110)	320,593
	Futures, Increase/(decrease)	(231,847,327	)
	in unrealized appreciation/
	(depreciation) on Futures

5. Line of Credit

The Company shares a revolving credit facility of up to $150 million with a number of its affiliates. The credit facility is with its custodian bank, State Street Bank and Trust Company (“State Street”). The revolving credit facility requires the payment of a commitment fee equal to 0.125% per annum on the daily unused portion of the credit facility, payable quarterly. The portion borne by the Funds generally is borne proportionally based upon net assets. In addition, the Company has a $100 million uncommitted, unsecured line of

credit with State Street. Generally, borrowings under the credit facilities would accrue interest at the Federal Funds Rate plus 50 basis points and would be borne by the borrowing Fund. The maximum amount allowed to be borrowed by any one Fund is the lesser of (i) 33.33% of its total assets or (ii) 20% of its net assets. The credit facilities were not utilized by the Fund during the six month period ended June 30, 2011.

40

Notes to Financial Statements June 30, 2011 (unaudited)

6. Fees and Compensation Paid to Affiliates

GEAM, a registered investment adviser, was retained by the Company’s Board of Directors effective May 1, 1997 to act as investment adviser and administrator of the Fund. GEAM’s compensation for investment advisory and administrative services is paid monthly based on the average daily net assets of the Fund at an annualized rate of 0.50%.

GEAM has a contractual arrangement with the Fund to waive a portion of the Fund’s management fee in the amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Institutional Money Market Fund.

For periods prior to May 1, 2010: Pursuant to an expense limitation agreement with the Fund, GEAM had agreed to limit the advisory and administrative fees paid by the Fund on an annual basis to 0.48% of the average daily net assets of the Fund. The advisory and administrative fee reduced by GEAM may however be recouped by GEAM for up to three years from the date reduced, provided that the total operating expense ratio for the Fund’s Class 1 shares, after giving effect to the recoupment, would not exceed 0.80% for the fiscal year in which the recoupment is made. This agreement was terminated on April 30, 2010.

For the period May 1, 2010 - April 30, 2011: GEAM entered into a contractual arrangement with the Company to limit other expenses of each share class of the Fund (excluding applicable Investor Service Plan fee of 0.20%) at or below 0.03% on an annualized basis. Expenses borne by GEAM pursuant to the expense limitation agreement may be recouped by GEAM for up to three years from the date the expense was incurred. A reimbursement payment was not made if it caused the Company to exceed its expense limit.

Investor Service Plan — Class 1 and Class 3 Shares The Company adopted an Investor Service Plan (the “Service Plan”) on December 9, 2005 for Class 1 shares and on May 1, 2009 for Class 3 shares of the Fund. The Service Plans were not adopted pursuant to Rule 12b-1 under the 1940 Act. Each Service Plan provides that during any fiscal year, the amount of compensation paid under the Services Plan by the Total Return Fund Class 1 or Class 3 shares may not exceed the annual rate of 0.20% of the average daily net assets of the Total Return Fund attributable to each such class shares.

Distribution and Shareholder Service (12b-1) Fees The Company has adopted a Distribution and Service (12b-1) Plan (12b-1 Plan) pursuant to Rule 12b-1 under the 1940 Act with respect to each of Class 1 and Class 3 shares of the Total Return Fund. Under the 12b-1 Plan for Class 1 shares that became effective May 1, 2009, payments made under the Class 1 Investor Service Plan are covered in the event that any portion of compensation paid pursuant to the Class 1 Investor Service Plan is determined to be an indirect use of the assets attributable to the Class 1 shares to finance distribution of such shares. Under the 12b-1 Plan for Class 3 shares, the Company, on behalf of the Fund, may compensate GE Investment Distributors, Inc. (GEID), the distributor of the shares of the Fund, for certain sales services provided by GEID or other broker dealers and investor services provided by GEID or other service providers relating to the Fund’s Class 3 shares, including services to owners or prospective owners of variable contracts issued by insurance companies that offer Class 3 shares as an investment option under such variable contracts. The amount of compensation paid under the 12b-1 Plan may not exceed 0.25% for Class 3 shares, of the average daily net assets of the Fund attributable to such share class. The 12b-1 Plan continues in effect from year to year for so long as such continuance is approved annually by the Board of Directors, including by those directors who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the 12b-1 Plan or in any agreement related to it. In addition, the Class 3 12b-1 Plan covers payments made under the Class 3 Investor Service Plan in the event that any portion of compensation paid pursuant to the Class 3 Investor Service Plan is determined to be an indirect use of the assets attributable to the Class 3 shares to finance distribution of such shares.

Directors’ Compensation The Fund pays no compensation to its directors who are officers or employees of GEAM or its affiliates. Directors who are not such officers or employees also serve in a similar capacity for other funds advised by GEAM. Compensation paid to unaffiliated directors are reflected on the Statement of Operations. These fees are allocated pro rata across all of the mutual fund platforms and share classes served by the directors, including the Fund, and are based upon the relative net assets of each fund within such platforms.

41

Notes to Financial Statements June 30, 2011 (unaudited)

7. Investment Transactions

Purchases and Sales of Securities The cost of purchases and the proceeds from sales of investments, other than short-term securities and options, for the period ended June 30, 2011, were as follows:

U.S. Government Securities
Purchases	Sales
$1,752,950,734	$1,750,406,298

Other Securities
Purchases	Sales
$809,689,742	$927,279,877

8. Income Taxes

The Fund is subject to ASC 740, Income Taxes. ASC 740 provides guidance for financial accounting and reporting for the effects of income taxes that result from an entity’s activities during the year. ASC 740 also provides guidance regarding how certain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more likely than not” of being sustained by the applicable tax authority. There are no adjustments to the Fund’s net assets required under ASC 740. The Fund’s 2007, 2008, 2009 and 2010 fiscal years tax returns are still open to examination by the Federal and applicable state tax authorities.

As of June 30, 2011, information on the tax cost of investments was as follows:

Cost of investment for tax purposes	Gross Tax		Net tax appreciation/ (depreciation)
	Appreciation	Depreciation
$2,815,882,309	$245,847,700	$(53,342,348)	$192,505,352

As of December 31, 2010, the Fund has capital loss carryovers, as indicated below. Capital loss carryovers are available to offset future realized capital gains to the extent provided in the Internal Revenue Code and regulations thereunder. To the extent that these carryover losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.

Amount	Expires
$  9,200,542	12/31/2016
252,149,075	12/31/2017

These amounts will be available to offset future taxable capital gains. Under the recently enacted Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

During the year ended December 31, 2010, the Fund utilized $12,523,032 of prior year capital loss carryovers.

Any net capital and currency losses incurred after October 31, within the Fund’s tax year, are deemed to arise on the first day of the Fund’s next tax year if the Fund so elects to defer such losses.

The Fund elected to defer losses incurred after October 31, 2010 as follows:

Capital	Currency
$—	$84,226

The tax composition of distributions paid during the year ended December 31, 2010 was as follows:

	Ordinary Income		Long-Term Capital Gains
2010	$	35,022,799	$—
2009		30,701,311	—

Distributions to Shareholders The Fund declares and pays net investment income and any net realized capital gains in excess of capital loss carryforwards distributions annually. The character of income and gains to be distributed is determined in accordance with income tax regulations

42

Notes to Financial Statements June 30, 2011 (unaudited)

which may differ from generally accepted accounting principles. These differences include (but are not limited to) futures, treatment of realized and unrealized gains and losses on foreign currency transactions, paydown gains and losses on mortgage-backed securities, investments organized as partnerships for tax purposes, losses deferred due to offsetting positions, distributions from Real Estate Investment Trusts (REITs), and losses deferred due to wash sale transactions. Reclassifications due to permanent book/tax differences are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on the net asset value of the Fund. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments.

The reclassifications for the year ended December 31, 2010 were as follows:

Undistributed Net Investment Income	Accumulated Net Realized Gain	Paid In Capital
$(853,731)	$765,630	$88,101

9. Significant Transaction

Effective June 22, 2011 the Fund closed Class 2 shares. A full redemption was made by investors in the share class at the closing net asset value.

43

Special Meeting of Shareholders — Voting Results (unaudited)

On April 1, 2011, the GE Investments Funds, Inc. (the “Company”) held a special meeting of shareholders of each series portfolio of the Company, including shareholders of the Total Return Fund (the “Fund”). Shareholders of record on January 28, 2011 were entitled to vote on the proposal. At the meeting, the proposal was approved by the Fund and the following votes were recorded:

Proposal:

Election of Mr. R. Sheldon Johnson and Mr. Matthew J. Simpson as Directors to the Board of Directors of the Company.

Company votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		451,517,094.582		90.054	%		96.126	%
Abstain		18,195,810.391		3.629	%		3.874	%
Total		469,712,904.973		93.683	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		451,949,730.789		90.140	%		96.218	%
Abstain		17,763,174.184		3.543	%		3.782	%
Total		469,712,904.973		93.683	%		100.000	%

Fund votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		158,699,893.402		90.664	%		96.550	%
Abstain		5,670,860.097		3.240	%		3.450	%
Total		164,370,753.499		93.904	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		158,718,885.622		90.675	%		96.562	%
Abstain		5,651,867.877		3.229	%		3.438	%
Total		164,370,753.499		93.904	%		100.000	%

44

Additional Information (unaudited)

Information about Directors and Executive Officers:

The business and affairs of the Funds are managed under the direction of the Funds’ Board of Directors. Information pertaining to the Directors and officers of the Funds is set forth below.

Interested Directors and Executive Officers

Michael J. Cosgrove

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    62

Position(s) Held with Fund    Chairman of the Board and President

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    President and Chief Executive Officer – Mutual Funds and Intermediary Business at GEAM since March 2007; Executive Vice President of GEAM from February 1997 to March 2007; Vice President, GE Capital Corporation, an indirect wholly-owned subsidiary of GE, since December 1999; Executive Vice President – Mutual Funds of GEAM, a wholly-owned subsidiary of GE that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, since March 1993; President and Director of GE Investment Distributors, Inc., since June 2011. Director of GEAM since 1988.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Chairman of the Board and President of GE Institutional Funds since 1997; Trustee of Elfun Funds, GE Savings & Security Funds, General Relief and Loan Fund and General Electric Pension Trust since 1988; Trustee of Fordham University from 2002 to June 30, 2010 and since July 2011; Trustee of GE Volunteers since 1993; Director of GE Foundation; Director, GE Asset Management (Ireland) Limited, since February 1999, GE Asset Management Funds Plc since 1998, GE Asset Management Canada Company since 1998, GE Asset Management Limited since 1998 and GEAM since 1988; Chairman of the Board and President of GE Funds from 1993 to February 2011.

Matthew J. Simpson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    50

Position(s) Held with Fund    Director and Executive Vice President

Term of Office and Length of Time Served    Until successor is elected and qualified – 3 years

Principal Occupation(s) During Past 5 years    Executive Vice President, General Counsel and Secretary of GEAM since July 2007; Senior Vice President and General Counsel – Marketing and Client Services (formerly Asset Management Services) at GEAM and Senior Vice President and General Counsel of GE Asset Management Services from February 1997 to July 2007; Vice President and Associate General Counsel of GEAM from October 1992 to February 1997; Secretary of GE Funds from 1993 to July 2007 and Vice President from September 2003 to July 2007; Secretary of GE Institutional Funds and GE Investments Funds, Inc. from 1997 to July 2007; Secretary of Elfun Funds and GE Savings & Security Funds since July 2007; Assistant Secretary of Elfun Funds and GE Savings & Security Funds from 1998 to July 2007 and Vice President from October 2003 to July 2007.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Trustee of Elfun Funds, GE Savings & Security Funds and General Electric Pension Trust since July 2007; Trustee of GE Institutional Funds since April 2011 and Trustee of GE Funds from July 2007 to February 2011.

45

Additional Information (unaudited)

Joon Won Choe

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    41

Position(s) Held with Fund    Vice President & Secretary

Term of Office and Length of Time Served    Until successor is elected and qualified – Vice President and Secretary – less than 1 year

Principal Occupation(s) During Past 5 years    Senior Vice President and Deputy General Counsel at GEAM since March 2011; Senior Vice President and Associate General Counsel at GEAM from June 2010 to March 2011; Vice President and Associate General Counsel at GEAM from November 2005 to June 2010; Vice President and Secretary of GE Institutional Funds and GE Investments Funds, Inc. since September 2010; Vice President and Assistant Secretary of Elfun Funds and GE Savings & Security Funds since September 2010.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Robert Herlihy

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    43

Position(s) Held with Fund    Chief Compliance Officer

Term of Office and Length of Time Served    Until successor is elected and qualified — 5 years

Principal Occupation(s) During Past 5 years    Chief Compliance Officer of GEAM, GE Institutional Funds, Elfun Funds, and GE Savings and Security Funds since July 2005; Chief Compliance Officer of GE Funds from July 2005 to February 2011; and Manager of Fund Administration at GEAM from 2002 – 2005.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Arthur A. Jensen

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    44

Position(s) Held with Fund    Treasurer

Term of Office and Length of Time Served    Until successor is elected and qualified – less than 1 year

Principal Occupations(s) During Past 5 Years    Treasurer of GE Institutional Funds, Elfun Funds and GE Savings and Security Funds since June 2011; Mutual Funds Controller of GEAM since April 2011; Senior Vice President at Citigroup from 2008 to 2010 and Vice President at JPMorgan from 2005 to 2008.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

46

Additional Information (unaudited)

Non-Interested Directors

John R. Costantino

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    65

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    General Partner, NGN Capital LLC since 2006; Managing Director, Vice President of Walden Capital Management since 1996.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Director of GE Institutional Funds since 1997; Trustee of Fordham University from 1989-1995 and 2001-2007 and Trustee Emeritus since 2007; Trustee of Neuroscience Research Institute since 1986; Trustee of GE Funds from 1993 to February 2011; Trustee of Gregorian University Foundation from 1992-2007; Director of Artes Medical from 2006-2008.

R. Sheldon Johnson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    64

Positions(s) Held with Fund    Director

Term of office and Length of Time served    Unit Successor is elected and qualified – less than 1 year.

Principal Occupation(s) During Past 5 years    Managing Director at Morgan Stanley & Co.,Inc. from 1988 to 2006; Head of Global Institutional Equity Sales and Marketing at Morgan Stanley & Co., Inc. from 2002 to 2006.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since April 2011 and Trustee of St. Lawrence University since 2003.

Robert P. Quinn

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    75

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    Retired since 1983 from Salomon Brothers Inc.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since 1997; Trustee of St. Francis Hospital since 1980; and Trustee of GE Funds from 1993 to February 2011.

The Statement of Additional Information for the Funds includes additional information about the Directors and Officers and is available, without charge, upon request by calling 1-800-242-0134.

47

Investment Team (unaudited)

Investment Adviser and Administrator

GE Asset Management Incorporated

Board of Directors

Michael J. Cosgrove, Chairman

John R. Costantino

R. Sheldon Johnson*

Robert P. Quinn

Matthew J. Simpson

Secretary

Joon Won Choe

Assistant Secretary

Michelle Matzelle

Treasurer

Arthur A. Jensen (effective June 6, 2011)

Assistant Treasurer

Casey Yantosca

Distributor

GE Investment Distributors, Inc.

Member FINRA and SIPC

Custodian

State Street Bank & Trust Company

Officers of the Investment Adviser

Dmitri Stockton, President and Chief Executive Officer (since May 2011)†

Cheryl H. Beacock, Senior Vice President, Human Resources

George A. Bicher, Chief Risk Officer

Paul M. Colonna, President and Chief Investment Officer – Fixed Income Investments

Michael J. Cosgrove, President and Chief Executive

Officer – Mutual Funds & Intermediary Business

Ralph R. Layman, President and Chief Investment Officer – Public Equity Investments

Maureen B. Mitchell, President – Institutional Sales and Marketing

Matthew J. Simpson, Executive Vice President, General Counsel and Secretary

Don W. Torey, President – Alternative Investments

John J. Walker, Executive Vice President, Chief Operating Officer

David Wiederecht, President and Chief Investment Officer – Investment Strategies

Tracie A. Winbigler, Executive Vice President, Chief Financial Officer (since January 2011)

* Mr. Johnson was elected as a Director of the Funds effective April 1, 2011.

† Effective May 1, 2011, Mr. Stockton replaced James W. Ireland as President and Chief Executive Officer.

At GE Asset Management, we’re dedicated to providing the investment options you’ll need to tailor your financial portfolio to every stage of your life. Each member of the GE Family of Funds is managed according to the same principles of integrity and quality that have guided GE over the past century, and have made it the world-class company that it is today. Each fund draws strength from a heritage of investment management experience that spans more than 80 years. Whether you’re creating a new investment portfolio or adding to an established one, the GE Family of Funds offers an array of professionally managed investment options that will help you meet a lifetime of financial needs.

48

Investment Adviser

GE Asset Management Incorporated

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

Distributor

GE Investment Distributors, Inc.

member FINRA and SIPC

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities is available without charge (i) upon request, by calling 1-800-493-3042; (ii) on the Fund’s website at http://www.geam.com; and (iii) on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC—information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at http://www.geam.com; and (ii) on the Commission’s website at http://www.sec.gov.

GE Investments Funds, Inc.

Money Market Fund Letter from the Chairman

Michael J. Cosgrove

Chairman,

GE Investments Funds, Inc.

Dear Shareholder:

Attached is the semi-annual report for GE Investments Funds, Inc. — Money Market Fund (the “Fund”) for the six-month period ended June 30, 2011. The report contains information about the performance of the Fund and other fund-specific data, along with portfolio manager commentary.

We have provided you with an overview of the investment markets, along with our investment outlook for the coming months.

Market Overview

Most major equity indices posted positive returns in the six-month period ended June 30, 2011, despite geopolitical tensions in the Middle East and North Africa, a devastating earthquake in Japan, ongoing concerns about unresolved sovereign debt issues in peripheral Europe and elevated inflation in emerging markets. Volatility increased in May and June, however, as some measures of global economic activity weakened and uncertainties over Greece’s ability to finance and service its debt rattled the financial markets. In the U.S., concerns over the end of quantitative easing by the Federal Reserve and political wrangling over the government debt ceiling further contributed to a challenging environment. The increase in risk aversion benefited the fixed income markets as many investors sought out safer investments. Toward the end of June, the Greek Parliament passed austerity measures that seemed to calm the markets and opened the way for the next round of financing from the European Central Bank and the International Monetary Fund.

Against this backdrop, financial markets posted positive results for the six- and 12-month periods ended June 30, 2011 as represented by the index returns in the below chart.

Total Returns (%) as of June 30, 2011	6-month		12-month
U.S. equities (S&P 500 Index)		6.0		30.7
Global equities (MSCI World Index)		5.3		30.5
International equities (MSCI EAFE Index)		5.0		30.4
Small-cap U.S. equities (Russell 2000 Index)		6.2		37.4
Mid-cap U.S. equities (Russell Mid Cap Index)		8.1		38.5
U.S. fixed income (Barclays Capital U.S. Aggregate Bond Index)		2.7		3.9
U.S. short-term government fixed income (Barclays Capital 1-3 Year U.S. Government Bond Index)		0.9		1.4

Outlook

We remain constructive on the prospects for healthy global growth, although it may be at a slower pace than originally anticipated. Central banks in the U.S. and Europe remain accommodative and supply chain issues in Japan appear to have abated. There are also signs that inflation may be peaking in emerging markets as commodity prices have eased in recent months. Corporate balance sheets remain healthy and fundamentals remain intact, in our view. We believe that valuations for equities are not stretched and remain below historical averages while equity risk premiums are still high-offering the possibility for further gains. We expect that the financial markets are likely to remain volatile due to outstanding sovereign debt issues, but believe that returns are biased to the upside in the second half of the year.

Thank you for investing with GE Investments Funds.

Sincerely,

Michael J. Cosgrove

Chairman, GE Investments Funds, Inc.

July 2011

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

Money Market Fund

Mike Cosgrove is President and Chief Executive Officer — Mutual Funds and Intermediary Business at GE Asset Management Incorporated (“GEAM”). In addition to the GE Investments Funds, he is also Chairman of the Board and President of GE Institutional Funds and Director and President of GEAM’s broker-dealer which serves as underwriter and distributor for the GE Investments Funds. Mr. Cosgrove serves as a Trustee of the GE Savings & Security Funds, the GE Foundation, and the GE Pension Trust. He also serves on the Board of Directors of the Skin Cancer Foundation and is a Trustee of Fordham University. Previously Chief Financial Officer of GE Asset Management and Assistant Treasurer — GE Company, Mr. Cosgrove joined GE in 1970 and held a number of managerial positions in finance and sales in the International Operation and the GE Trading Company. He received a BS in Economics from Fordham University and an MBA from St. John’s University.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc.

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

Money Market Fund

Semi-Annual Report

June 30, 2011

GE Investments Funds, Inc.

Money Market Fund Contents

Notes to Performance	1
Manager Review and Schedule of Investments	2
Notes to Schedule of Investments	8
Financial Statements
Financial Highlights	9
Statement of Assets and Liabilities	10
Statement of Operations	11
Statement of Changes in Net Assets	12
Notes to Financial Statements	13
Special Meeting of Shareholders — Voting Results	17
Additional Information	20
Investment Team	23

This report is prepared for Policyholders of certain variable contracts and may be distributed to others only if preceded or accompanied by the variable contract’s current prospectus and the current prospectus of the Fund available for investments thereunder.

Notes to Performance June 30, 2011 (unaudited)

The information provided on the performance pages relates to the GE Investments Money Market Fund (the “Fund”).

Total returns take into account changes in share price and assume reinvestment of dividends and capital gains distributions, if any. Total returns shown are net of Fund fees and expenses but do not reflect fees and charges associated with the variable contracts such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the Fund’s total returns for all periods shown.

The performance data quoted represents past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Periods less than one year are not annualized. Please call toll-free 800-493-3042 or visit the Fund’s website at http://www.geam.com for the most recent month-end performance data.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. An investment in the Fund is subject to risk, including possible loss of principal invested.

The 90 Day U.S. T-Bill is an unmanaged measure/index of the performance of U.S. Treasury bills currently available in the marketplace having a remaining maturity of 90 days.

The peer universe of the underlying annuity funds used for the peer group average annual total return calculation is based on the blend of Morningstar peer categories, as shown. Morningstar is an independent mutual fund rating service. A Fund’s performance may be compared to or ranked within a universe of mutual funds with investment objectives and policies similar but not necessarily identical to that of the Fund.

^©2011 Morningstar, Inc. All Rights Reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damage or losses relating from any use of this information. Past performance is no guarantee of future results.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc. and a wholly owned subsidiary of GE Asset Management Incorporated, the investment adviser of the Fund.

1

Money Market Fund (unaudited)

Michael E. Martini

Vice President

The Money Market Fund is managed by a team of portfolio managers that includes James C. Gannon and Michael E. Martini. As lead portfolio manager for the Money Market Fund, Mr. Martini has oversight responsibilities over the Fund.

Michael E. Martini is a Vice President and a Portfolio Manager at GE Asset Management. He has served on the portfolio management team for the Fund since joining GE Asset Management in March of 2008. Prior to joining GE Asset Management, Mr. Martini was a Vice President at Ceres Capital Partners LLC, where he worked at the firm’s treasury desk from March 2006 to January 2008, and a Senior Vice President at Pacific Investment Management Company (PIMCO) from 1996 to 2004, where he was a portfolio manager at the firm’s money market/short-term desk.

James C. Gannon is an Assistant Portfolio Manager of GE Asset Management. He has served on the portfolio management team for the Fund since December 2000. Since joining GE Asset Management in 1995, Mr. Gannon served in various positions at GE Asset Management including Trade Operations Specialist in fixed income, and became an Assistant Portfolio Manager in February 2003.

Q. How did the Money Market Fund perform compared to its benchmark and Morningstar peer group for the six-month period ended June 30, 2011?

A. For the six-month period ended June 30, 2011, the Money Market Fund returned 0.00% for Class 1 shares. The 90-day Treasury Bill, the Fund’s benchmark, returned 0.04% and the Fund’s Morningstar peer group of 100 U.S. Insurance Money Market Taxable funds returned an average of -0.01% over the same period.

Q. What market factors affected Fund performance?

A. The first quarter was notable for the decrease in U.S. Treasury float, affecting money market rates. The Federal Reserve’s $600 billion treasury purchase program (QEII) and Treasury’s decision to run down

their Supplementary Financing Program of U.S. Treasury Bills by $195 billion, a debt ceiling issue, pushed short U.S. Treasury and agency debt yields lower. The FDIC’s impending new insurance fund assessment (assets minus tangible equity versus domestic deposits prior) caused some banks to reduce their repo business. Cash borrowed in such transactions, parked at bank accounts at the Fed, will now be included in the FDIC’s new fee calculation. Repo rates fell to zero on the first day of this new assessment. Short U.S. Treasury Bill yields fell to 52-week lows, and LIBOR rates declined. Heading into the second quarter, money market funds faced even lower yields and shrinking supply.

The primary concern for money market funds in the second quarter was European banks’ exposure to Greek debt. One rating agency analysis highlighted that with little alternative supply, prime money funds on average held about one half their assets in European bank names. In the final days of June, with Greek fiscal headlines causing increased “risk-off”, prime money funds experienced about $90 billion in outflows. However, roughly 50% of those funds flowed into government money market funds, we believe a strong commentary on the continued confidence and commitment to the money market sector. Interestingly, non-U.S. banks held over half of the excess reserves deposited at the Fed. With such ample liquidity, LIBOR rates declined throughout the quarter. Interest rate products, including U.S. Treasury Bills, repos and short agencies rallied due to lack of supply as well as flight-to-safety.

Q. What were the primary drivers of Fund performance?

A. During the first quarter, the Fund’s allocation to U.S. government and agency issues was maintained at roughly 39% of total holdings throughout the first quarter. The exposure to Scandinavia, Australia and Canada was approximately 25%. Allocation to Europe was roughly 37% with 1.5% exposure to

2

(unaudited)

Spain. Within the European holdings, supranational and sovereign issuers made up 1.5% of the Fund’s portfolio. The weighted average maturity of the Fund ranged between 32-45 days throughout the quarter. The Fund’s investment in floating rate notes with coupons above 0.3% was a positive contributor to the Fund’s performance. A 39% position in government securities provided the Fund with the flexibility to take advantage of credit opportunities in commercial paper and certificates of deposit when available.

In the second quarter, the Fund’s allocation to U.S. government and agency issues was roughly 40% of total holdings however the allocation dropped to 28% on June 30. Its exposure to Scandinavia, Australia and Canada was 23%. The Fund’s allocation to Europe was 38% (2.5% to Spain). The remainder (at June 30th) was allocated to one domestic bank and four non-financials. Within European holdings, supranational and sovereign issuers made up 5% of the Fund’s portfolio. The weighted average maturity of the Fund ranged between 40-46 days throughout the quarter. The Fund outperformed its benchmark during the quarter as U.S. Treasury Bill yields drifted towards zero. The Fund’s investment in assets with coupons/yields above 0.3% was a positive contributor to performance. Investments in government securities provided the Fund with the flexibility to take advantage of “credit” opportunities when available and to meet redemption requests.

3

Money Market Fund (unaudited)

Understanding Your Fund’s Expenses

As a shareholder of the Fund you incur ongoing costs. Ongoing costs include portfolio management fees, distribution and services fees, professional fees, administrative fees and other Fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended June 30, 2011.

Actual Expenses

The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the

number given for your class under the heading “Expenses paid during period.”

Hypothetical Example for Comparison Purposes

The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholders reports of other funds.

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transaction costs, such as sales charges or redemption fees, if any. Additionally, the expenses shown do not reflect the fees or charges associated with variable contracts through which shares of the Fund are offered.

January 1, 2011 - June 30, 2011

	Account value at the beginning of the  period ($)		Account value at the end of the period ($)		Expenses paid during the period ($)*
Actual Fund Return**
Class 1		1,000.00		1,000.00		1.24
Hypothetical 5% Return (2.5% for the period)
Class 1		1,000.00		1,023.28		1.25

* Expenses are equal to the Fund’s annualized expense ratio of 0.25% for Class 1 shares (for the period January 1, 2011 - June 30, 2011), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

** Actual Fund Return for the six-month period ended June 30, 2011 was 0.00% for Class 1 shares. Past performance does not guarantee future results.

4

Money Market Fund (unaudited)

Investment Profile

A mutual fund designed for investors who seek a high level of current income consistent with the preservation of capital and maintenance of liquidity. The Fund seeks its objective by investing primarily in short-term, U.S. dollar-denominated money market instruments.

Morningstar Performance Comparison

Based on average annual returns for periods ended June 30, 2011

	Six Months*			One Year			Five Year			Ten Year
Number of Funds in peer group:		100			100			99			94
Peer group average annual total return:		-0.01	%		-0.01	%		1.84	%		1.80	%
Morningstar category in peer group: U.S. Insurance Money Market Taxable

Sector Allocation

as a % of Fair Value of $240,011 (in thousands) on June 30, 2011 ^(a)

Change in Value of a $10,000 Investment

Class 1 Shares

Average Annual Total Returns

for the Periods Ended June 30, 2011

Class 1 Shares (Inception date: 7/1/85)

	Six Months*		One Year		Five Year		Ten Year		Ending value of a $10,000 investment
Money Market Fund		0.00%		0.00%		1.96%		1.94%	$	12,123
90 Day T-Bill		0.04%		0.12%		1.72%		1.95%	$	12,127

Fund Yield

for the Periods Ended June 30, 2011

	Fund		Money Fund Report**
7-day current†		0.00%		0.04%
7-day effective		0.00%		0.04%

Current yield represents income earned on an investment in the Money Market Fund for a seven day period and then annualized.

Effective yield is calculated similarly but could be slightly higher because it reflects the compounding effect of earnings on reinvested dividends.

† The seven day current yield, rather than the total return, more closely reflects the current earnings of the Money Market Fund at June 30, 2011.

** IBC’s Money Fund report provides average yield for all major money market funds.

(a) The securities information regarding holdings, allocations and other characteristics is presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security.

* Total returns for the six month period ended June 30, 2011 are not annualized.

See Notes to Performance on page 1 for further information, including an explanation of Morningstar peer categories.

Past performance does not predict future performance and the graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares and does not reflect the fees or charges that would be associated with variable contracts through which shares of the Fund are offered.

An investment in the Money Market Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other Government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

5

Money Market Fund

Schedule of Investments June 30, 2011 (unaudited)

Money Market Fund

		Principal Amount		Amortized Cost
Short-Term Investments — 100.6% †
U.S. Treasuries — 9.3%
United States Treasury Bill
0.16%	08/25/11	$	5,200,000	$	5,198,749	(a)
United States Treasury Notes
0.75%	11/30/11		3,500,000		3,507,687
0.88%	01/31/12		4,050,000		4,066,433
1.00%	07/31/11 - 12/31/11		9,400,000		9,419,237
					22,192,106
U.S. Government Agency Obligations — 7.2%
Fannie Mae Discount Note
0.13%	07/05/11 - 12/01/11		9,850,000		9,847,141	(a)
Federal Home Loan Bank Discount Note
0.13%	07/01/11		3,700,000		3,700,000	(a)
Freddie Mac Discount Note
0.03%	08/10/11		3,550,000		3,549,901	(a)
					17,097,042
Foreign Agency — 1.4%
KFW Group
0.15%	08/19/11		3,250,000		3,249,336	(a)
Commercial Paper — 29.5%
Banco Bilbao Vizcaya Argentaria SA
0.50%	08/12/11		6,100,000		6,096,442	(a)
Commonwealth Bank of Australia
0.27%	05/21/12		6,600,000		6,600,000	(a ,c)
Credit Suisse Group AG
0.20%	07/14/11		6,250,000		6,249,549	(a)
European Investment Bank
0.19%	07/08/11		4,950,000		4,949,817	(a)
HSBC Holdings PLC
0.13%	07/13/11		4,050,000		4,049,831	(a)
JPMorgan Chase & Co
0.05%	07/01/11		7,500,000		7,500,000	(a)
Nordea Bank AB
0.21%	07/18/11		2,500,000		2,499,752	(a)
0.23%	12/09/11		4,900,000		4,894,960	(a)
Novartis AG
0.18%	10/11/11		2,000,000		1,998,980	(a)
Procter & Gamble Co
0.08%	07/05/11		5,500,000		5,499,951	(a)

		Principal Amount		Amortized Cost
Rabobank Nederland NV NY
0.21%	09/09/11	$	2,650,000	$	2,648,918	(a)
Societe Generale
0.47%	07/06/11		6,500,000		6,499,576	(a)
0.54%	08/08/11		2,600,000		2,598,518	(a)
UBS AG
0.32%	12/12/11		3,450,000		3,444,971	(a)
Wal-Mart Stores Inc
0.05%	07/11/11		4,750,000		4,749,934	(a)
					70,281,199
Repurchase Agreements — 11.3%
Barclays Capital Inc. Gov Agcy Repo 0.02% dated 06/30/11, to be repurchased at $7,300,004 on 07/01/11 collateralized by $7,446,067 U.S. Government Agency Bonds, 4.38% maturing 11/15/39 07/01/11			7,300,000		7,300,000
Deutsche Bank Securities, Inc. Gov Agcy Repo 0.01% dated 06/30/11, to be repurchased at $2,500,001 on 07/01/11 collateralized by $2,551,294 U.S. Government Agency Bonds, 2.00% maturing 12/09/14 07/01/11			2,500,000		2,500,000
Goldman Sachs & Co. Gov Agcy Repo 0.02% dated 06/30/11, to be repurchased at $8,100,005 on 07/01/11 collateralized by $8,262,648 U.S. Government Agency Bonds, 6.00% maturing 04/18/36 07/01/11			8,100,000		8,100,000
HSBC Securities (USA) Inc. Gov Agcy Repo 0.01% dated 06/30/11, to be repurchased at $9,050,000 on 07/01/11 collateralized by $9,234,180 U.S. Government Agency Bonds, 1.75% maturing 12/30/15 07/01/11			9,050,000		9,050,000
					26,950,000
Certificates of Deposit — 35.0%
Abbey National Treasury Services PLC/Stamford CT
0.54%	08/24/11		7,950,000		7,950,000	(c)
Bank of Montreal
0.14%	07/06/11		4,250,000		4,250,000

See Notes to Schedule of Investments and Notes to Financial Statements.

6

Money Market Fund

Schedule of Investments June 30, 2011 (unaudited)

		Principal Amount		Amortized Cost
Bank of Nova Scotia
0.24%	07/01/11	$	5,050,000	$	5,050,000
Barclays Bank PLC
0.23%	08/03/11		3,000,000		3,000,000
BNP Paribas
0.45%	07/18/11		7,550,000		7,550,000
Credit Agricole SA
0.35%	11/03/11		6,500,000		6,500,000
Deutsche Bank AG
0.20%	10/17/11		6,850,000		6,850,000
Lloyds Banking Group PLC
0.24%	07/22/11		3,750,000		3,750,000
Rabobank Nederland NV NY
0.31%	10/12/11		6,650,000		6,650,230		(c)
Royal Bank of Canada/New York NY
0.21%	08/26/11		6,550,000		6,550,000		(c)
0.25%	03/12/12		2,500,000		2,500,000		(c)
Svenska Handelsbanken AB
0.18%	09/15/11		5,450,000		5,450,000
0.20%	08/18/11		3,250,000		3,250,011
Toronto Dominion Bank
0.13%	08/05/11		6,100,000		6,100,000
Westpac Banking Corp/NY
0.28%	05/11/12		8,250,000		8,250,000		(c)
					83,650,241
Supranational — 2.9%
International Bank for Reconstruction & Development
0.24%	07/13/11		3,950,000		3,950,000		(c)
World Bank Discount Notes
0.04%	07/27/11		3,050,000		3,049,912		(a)
					6,999,912
Corporates — 3.9%
Eksportfinans ASA
5.13%	10/26/11		2,150,000		2,182,577
Shell International Finance BV
0.28%	09/22/11		7,200,000		7,201,562		(c)
					9,384,139
Time Deposit — 0.1%
State Street Corporation
0.01%	07/01/11		207,255		207,255		(b)
Total Short-Term Investments (Cost $240,011,230)					240,011,230
Liabilities in Excess of Other Assets, net — (0.6)%					(1,372,654	)
NET ASSETS — 100.0%				$	238,638,576

See Notes to Schedule of Investments and Notes to Financial Statements.

7

Notes to Schedule of Investments June 30, 2011 (unaudited)

The views expressed in this document reflect our judgment as of the publication date and are subject to change at any time without notice. The securities information regarding holdings, allocations and other characteristics are presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security. See the Fund’s summary prospectus and statutory prospectus for complete descriptions of investment objectives, policies, risks and permissible investments.

(a) Coupon amount represents effective yield.

(b) State Street Corp. is the parent company of State Street Bank & Trust Co., the Fund’s custodian and accounting agent.

(c) Variable or floating rate security. The stated rate represents the rate at June 30, 2011 .

† Percentages are based on net assets as of June 30, 2011.

8

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated

	6/30/11†			12/31/10			12/31/09		12/31/08		12/31/07		12/31/06
Inception date		—			—			—		—		—		7/1/85
Net asset value, beginning of period	$	1.00		$	1.00		$	1.00	$	1.00	$	1.00	$	1.00
Income (Loss) from investment operations:
Net investment income		—			—			—		0.02		0.05		0.05
Net realized and unrealized gains (losses) on investments		—			0.00	(c)†		—		—		—		—
Total income (loss) from investment operations		—			0.00	(c)†		—		0.02		0.05		0.05
Less distributions from:
Net investment income		—			—			—		0.02		0.05		0.05
Net realized gains		—			—			—		—		—		—
Total distributions		—			—			—		0.02		0.05		0.05
Net asset value, end of period	$	1.00		$	1.00		$	1.00	$	1.00	$	1.00	$	1.00
TOTAL RETURN (a)		0.00%			0.00%			0.27%		2.24%		4.92%		4.65%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)	$	238,639		$	266,442		$	326,072	$	547,554	$	340,690	$	279,622
Ratios to average net assets:
Net investment income (loss)		0.00%	*		0.00%			0.32%		2.15%		4.81%		4.58%
Net expenses		0.25%	(b)*		0.28%	(b)		0.43%		0.45%		0.48%		0.49%
Gross expenses		0.53%	*		0.53%			0.47%		0.45%		0.48%		0.49%

Notes to Financial Highlights

(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions and do not include the effect of insurance contract charges. Past performance does not guarantee future results.

(b) GE Asset Management has voluntarily undertaken to reduce its management fee and/or subsidize certain expenses of the Fund to the extent necessary to maintain a minimum annualized yield of 0.00%.

(c) Less than 0.005.

† Unaudited

* Annualized for periods less than one year.

The accompanying Notes are an integral part of these financial statements.

9

Statement of Assets and Liabilities June 30, 2011 (unaudited)
ASSETS
Short-term Investments at amortized cost (cost $213,061,230)	$213,061,230
Repurchase agreements, at cost	26,950,000
Income receivables	95,173
Receivable for fund shares sold	10
Total Assets	240,106,413
LIABILITIES
Payable for fund shares redeemed	1,406,853
Payable to GEAM	2,213
Accrued other expenses	54,690
Payable to custodian	4,081
Total Liabilities	1,467,837
NET ASSETS	$238,638,576
NET ASSETS CONSIST OF :
Capital paid in	238,786,572
Accumulated net realized (loss)	(147,996	)
NET ASSETS	$238,638,576
Shares outstanding ($0.01 par value; unlimited shares authorized)	238,815,559
Net asset value per share	$1.00

The accompanying Notes are an integral part of these financial statements.

10

Statement of Operations For the six months ended June 30, 2011 (unaudited)
INVESTMENT INCOME
Income:
Interest	$	318,456
Total Income		318,456
Expenses:
Advisory and administrative fees		582,365
Director’s fees		4,706
Custody and accounting expenses		43,802
Professional fees		14,842
Other expenses		24,073
Total expenses before waiver and reimbursement		669,788
Less: Expenses Waived or borne by the adviser		(351,332	)
Net expenses		318,456
Net investment income		—
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on:
Investments		66
Net realized and unrealized gain on investments		66
Net increase in net assets resulting from operations		$66

The accompanying Notes are an integral part of these financial statements.

11

Statement of Changes in Net Assets
	Six Months Ended June 30, 2011*			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investments income	$	—		$	—
Net realized gain on investments		66			2,038
Net increase from operations		66			2,038
Distributions to shareholders from:
Net investment income		—			—
Total distributions		—			—
Increase in net assets from operations and distributions		66			2,038
Share transactions:
Proceeds from sale of shares		54,609,357			114,064,232
Value of distributions reinvested		—			—
Cost of shares redeemed		(82,412,646	)		(173,696,838	)
Net (decrease) from share transactions		(27,803,289	)		(59,632,606	)
Total (decrease) in net assets		(27,803,223	)		(59,630,568	)
NET ASSETS
Beginning of period		266,441,799			326,072,367
End of period	$	238,638,576		$	266,441,799
Undistributed (distribution in excess of) net investment income, end of period	$	—		$	—
CHANGES IN FUND SHARES
Shares sold		54,609,357			114,064,232
Issued for distributions reinvested		—			—
Shares redeemed		(82,412,645	)		(173,696,838	)
Net increase (decrease) in fund shares		(27,803,288	)		(59,632,606	)

* Unaudited

The accompanying Notes are an integral part of these financial statements.

12

Notes to Financial Statements June 30, 2011 (unaudited)

1. Organization of the Company

GE Investments Funds, Inc. (the “Company”) was incorporated under the laws of the Commonwealth of Virginia on May 14, 1984 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Company is composed of fourteen investment portfolios (collectively the “Funds”), although only the following eleven are currently being offered: U.S. Equity Fund, S&P 500 Index Fund, Premier Growth Equity Fund, Core Value Equity Fund, Mid-Cap Equity Fund, Small-Cap Equity Fund, International Equity Fund, Total Return Fund, Income Fund, Money Market Fund (the “Fund”) and Real Estate Securities Fund.

Shares of the Funds of the Company are offered only to insurance company separate accounts that fund certain variable life insurance contracts and variable annuity contracts. GE Asset Management Incorporated (“GEAM”) is the investment adviser and administrator of each of the Funds.

2. Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates.

Subsequent events after the balance sheet date through the date the financial statements were issued, have been evaluated in the preparation of the financial statements. There are no items to report.

The following summarizes the significant accounting policies of the Company:

Securities Valuation and Transactions. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Securities transactions are accounted for as of the trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost for both financial statement and federal tax purposes.

Repurchase Agreements The Fund engages in repurchase agreement transactions with respect to instruments that are consistent with the Fund’s investment objectives or policies. The Fund’s custodian takes possession of the collateral pledged for investments in repurchase agreements on behalf of the Fund. The Fund values the underlying collateral daily on a mark-to-market basis to determine that the value, including accrued interest, is at least equal to 102% for domestic securities and 105% international securities of the repurchase price. In the event the seller defaults and the value of the security declines, or if the seller enters an insolvency proceeding, realization of the collateral by the Fund may be delayed or limited.

Investment Income Corporate actions (including cash dividends) are recorded on the ex-dividend date, net of applicable withholding taxes.

Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums on taxable bonds are to the call or maturity date, whichever is shorter, using the effective yield method.

Expenses Fund specific expenses are allocated to the Fund that incurs such expenses. Such expenses may include custodial fees, legal and accounting fees, printing costs and registration fees. Expenses that are not Fund specific are allocated pro rata across the Funds. Expenses of the Fund are generally paid directly by the Fund however, expenses may be paid by GEAM and reimbursed by the Fund.

Federal Income Taxes The Fund intends to comply with all sections of the Internal Revenue Code applicable to regulated investment companies including the distribution of substantially all of its taxable net investment income and net realized capital gains to its shareholders. Therefore, no provision for federal income tax has been made. The Fund is treated as a separate taxpayer for federal income tax purposes.

3. Securities Valuation

The Fund utilizes various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a framework for measuring fair value and providing related disclosures. Broadly, the framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for

13

Notes to Financial Statements June 30, 2011 (unaudited)

the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. It also establishes a three-level valuation hierarchy based upon observable and non-observable inputs.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical investments in active markets.

Level 2 — Quoted prices for similar investments in active markets; quoted prices for identical or similar investments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable.

Policies and procedures are maintained to value investments using the best and most relevant data available. In addition, pricing vendors are utilized to assist in valuing investments. GEAM performs periodic reviews of the methodologies used by independent pricing services including price validation of individual securities.

Fair Value Measurement The following section describes the valuation methodologies the Fund uses to measure different financial investments at fair value.

All portfolio securities held by the Fund are valued on the basis of amortized cost which approximates fair value and these are included in Level 2.

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. Fair value determinations are required for securities whose value is affected by a significant event that will materially affect the value of a domestic or foreign security and which occurs subsequent to the time of the close of the principal market on which such domestic or foreign security trades but prior to the calculation of the Fund’s NAV.

The following tables present the Fund’s investments measured at fair value on a recurring basis at June 30, 2011:

Investments	Level 1		Level 2		Level 3		Total
Short-Term Investments
U.S. Treasuries	$	—	$	22,192,106	$	—	$	22,192,106
U.S. Government Agency Obligations		—		17,097,042		—		17,097,042
Foreign Agencies		—		3,249,336		—		3,249,336
Commercial Paper		—		70,281,199		—		70,281,199
Repurchase Agreements		—		26,950,000		—		26,950,000
Certificates of Deposit		—		83,650,241		—		83,650,241
Supranational		—		6,999,912		—		6,999,912
Corporate		—		9,384,139		—		9,384,139
Time Deposit		—		207,255		—		207,255
Total Short-Term Investments	$	—	$	240,011,230	$	—	$	240,011,230

There were no significant transfers between the fair value levels. Transfers between fair value levels are considered to occur at the beginning of the period.

4. Line of Credit

The Company shares a revolving credit facility of up to $150 million with a number of its affiliates. The credit facility is (“State Street”) with its custodian bank, State Street Bank and Trust Company. The revolving credit facility requires the payment of a commitment fee equal to 0.125% per annum on the daily unused portion of the credit facility, payable quarterly. The portion borne by the Funds generally is borne proportionally based upon net assets. In

addition, the Company has a $100 million uncommitted, unsecured line of credit with State Street. Generally, borrowings under the credit facilities would accrue interest at the Federal Funds Rate plus 50 basis points and would be borne by the borrowing Fund. The maximum amount allowed to be borrowed by any one Fund is the lesser of (i) 10% of its total assets or (ii) 20% of its net assets. The credit facilities were not utilized by the Fund during the six-month period ended June 30, 2011.

14

Notes to Financial Statements June 30, 2011 (unaudited)

5. Fees and Compensation Paid to Affiliates

Advisory and Administration Fees GEAM, a registered investment adviser, was retained by the Company’s Board of Directors effective May 1, 1997 to act as investment adviser and administrator of the Fund. Compensation of GEAM for investment advisory and administrative services is paid monthly based on the average daily net assets of the Fund. The advisory and administrative fee is stated in the following schedule:

	Average Daily Net Assets of Fund		Advisory and Administration Fees
Money Market Fund	First $	100 million		.50	%
	Next $	100 million		.45	%
	Next $	100 million		.40	%
	Next $	100 million		.35	%
	Over $	400 million		.30	%

GEAM has voluntarily undertaken to reduce its management fee and/or subsidize certain expenses of the Fund to the extent necessary to maintain a minimum annualized net yield of 0.00%. This voluntary management fee reduction and/or expense subsidy may be modified or discontinued by GEAM at any time without prior notice. There can be no assurance that this fee reduction will be sufficient to avoid any loss.

Directors’ Compensation The Fund pays no compensation to its directors who are officers or employees of GEAM or its affiliates. Directors who are not such officers or employees also serve in a similar capacity for other funds advised by GEAM. Compensation paid to unaffiliated directors are reflected on the Statement of Operations. These fees are allocated pro rata across all of the mutual fund platforms and share classes served by the directors, including the Fund, and are based upon the relative net assets of each fund within such platforms.

6. Income Taxes

The Fund is subject to ASC 740, Income Taxes. ASC 740 provides guidance for financial accounting and reporting for the effects of income taxes that result from an entity’s activities during the year. ASC 740 also provides guidance regarding how certain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more likely than not” of being sustained by the applicable tax authority. There are no adjustments to the Fund’s net assets required under ASC 740. The Fund’s 2007, 2008, 2009 and 2010 fiscal years tax returns are still open to examination by the Federal and applicable state tax authorities.

At June 30, 2011, information on the tax cost of investments was as follows:

Cost of Investment for Tax Purposes	Gross Tax		Net Tax Appreciation/ (Depreciation)
	Appreciation	Depreciation
240,011,230	—	—	—

As of December 31, 2010, the Fund has capital loss carryovers as indicated below. Capital loss carryovers are available to offset future realized capital gains to the extent provided in the Internal Revenue Code and regulations thereunder. To the extent that these carryover losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.

During the year ended December 31, 2010, the Fund utilized $2,038 of prior year capital loss carryovers. $37,585 of prior year capital loss carryovers expired on December 31, 2010.

Amount	Expires
$148,062	12/31/2016

These amounts will be available to offset future taxable capital gains. Under the recently enacted Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

15

Notes to Financial Statements June 30, 2011 (unaudited)

Any net capital and currency losses incurred after October 31, within the Fund’s tax year, are deemed to arise on the first day of the Fund’s next tax year if the Fund so elects to defer such losses.

The Fund incurred no such losses after October 31, 2010.

The tax composition of distributions paid during the years ended December 31, 2010 and December 31, 2009 were as follows:

	Ordinary Income		Long-Term Capital Gains		Total
2010	$	—	$	—	$	—
2009		1,362,973		—		1,362,973

Distributions to Shareholders The Fund declares any net investment income dividends daily and pays them monthly. The character of income and gains to be distributed is

determined in accordance with income tax regulations which may differ from generally accepted accounting principles. Reclassifications due to permanent book/tax differences are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on the net asset value of the Fund. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments.

The reclassification for the year ended December 31, 2010 was as follows:

Accumulated Net Realized Loss	Paid In Capital
$37,585	$(37,585)

16

Special Meeting of Shareholders — Voting Results (unaudited)

On April 1, 2011, the GE Investments Funds, Inc. (the “Company”) held a special meeting of shareholders of each series portfolio of the Company, including shareholders of the Money Market Fund (the “Fund”). Shareholders of record on January 28, 2011 were entitled to vote on the proposals. For each proposal, except Proposal 1, shareholders voted on a fund-by-fund basis. For Proposal 1, shareholders of all funds voted together and not by fund or share class. At the meeting, all proposals were approved by the Fund and the following votes were recorded:

Proposal 1:

Election of Mr. R. Sheldon Johnson and Mr. Matthew J. Simpson as Directors to the Board of Directors of the Company.

Company votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		451,517,094.582		90.054	%		96.126	%
Abstain		18,195,810.391		3.629	%		3.874	%
Total		469,712,904.973		93.683	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		451,949,730.789		90.140	%		96.218	%
Abstain		17,763,174.184		3.543	%		3.782	%
Total		469,712,904.973		93.683	%		100.000	%

Fund votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		233,564,064.375		89.051	%		95.670	%
Abstain		10,571,674.145		4.031	%		4.330	%
Total		244,135,738.520		93.082	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		233,972,258.597		89.207	%		95.837	%
Abstain		10,163,479.923		3.875	%		4.163	%
Total		244,135,738.520		93.082	%		100.000	%

Proposal 2:

Approval of the use of a “manager of managers” arrangement whereby GEAM, as the Fund’s investment adviser, under certain circumstances, will be able to hire and replace sub-advisers to the Fund without obtaining shareholder approval.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		220,561,109.791		84.093	%		90.344	%
Against		14,324,798.976		5.462	%		5.867	%
Abstain		9,249,829.753		3.527	%		3.789	%
Broker Non-votes		—		—			—
Total		244,135,738.520		93.082	%		100.000	%

17

Special Meeting of Shareholders — Voting Results (unaudited)

Proposal 3:

Approval of the following changes in certain of the Fund’s investment policies, as follows:

A. Amendment of the Fund’s investment policy on senior securities.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		223,307,316.543		85.141	%		91.469	%
Against		9,664,820.226		3.684	%		3.958	%
Abstain		11,163,601.751		4.257	%		4.573	%
Broker Non-votes		—		—			—
Total		244,135,738.520		93.082	%		100.000	%

C. Amendment of the Fund’s investment policy on making loans.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		224,260,591.897		85.504	%		91.859	%
Against		9,798,531.417		3.736	%		4.014	%
Abstain		10,076,615.206		3.842	%		4.127	%
Broker Non-votes		—		—			—
Total		244,135,738.520		93.082	%		100.000	%

D. Amendment of the Fund’s investment policy on borrowing.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		221,523,641.306		84.460	%		90.738	%
Against		12,935,524.049		4.932	%		5.298	%
Abstain		9,676,573.165		3.690	%		3.964	%
Broker Non-votes		—		—			—
Total		244,135,738.520		93.082	%		100.000	%

E. Amendment of the Fund’s investment policy on diversification.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		225,257,526.776		85.884	%		92.267	%
Against		9,855,403.570		3.758	%		4.037	%
Abstain		9,022,808.174		3.440	%		3.696	%
Broker Non-votes		—		—			—
Total		244,135,738.520		93.082	%		100.000	%

F. Amendment of the Fund’s investment policy on concentration of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		226,321,826.764		86.290	%		92.703	%
Against		8,828,302.545		3.366	%		3.616	%
Abstain		8,985,609.211		3.426	%		3.681	%
Broker Non-votes		—		—			—
Total		244,135,738.520		93.082	%		100.000	%

18

Special Meeting of Shareholders — Voting Results (unaudited)

G. Amendment of the Fund’s investment policy on investments in commodities and its reclassification from a non-fundamental policy to a fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		223,733,566.801		85.303	%		91.643	%
Against		9,544,992.790		3.639	%		3.910	%
Abstain		10,857,178.929		4.140	%		4.447	%
Broker Non-votes		—		—			—
Total		244,135,738.520		93.082	%		100.000	%

H. Amendment of the Fund’s fundamental investment policy on illiquid investments and its reclassification from a fundamental policy to a non-fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		224,401,049.291		85.558	%		91.917	%
Against		9,561,267.611		3.645	%		3.916	%
Abstain		10,173,421.618		3.879	%		4.167	%
Broker Non-votes		—		—			—
Total		244,135,738.520		93.082	%		100.000	%

I. Elimination of the Fund’s investment policy on mortgaging, pledging and hypothecating of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		255,794,542.152		86.089	%		92.487	%
Against		9,560,836.711		3.645	%		3.916	%
Abstain		8,780,359.657		3.348	%		3.597	%
Broker Non-votes		—		—			—
Total		244,135,738.520		93.082	%		100.000	%

J. Amendment of the Fund’s investment policy on real estate investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		225,772,947.369		86.081	%		92.478	%
Against		9,546,627.767		3.639	%		3.911	%
Abstain		8,816,163.384		3.362	%		3.611	%
Broker Non-votes		—		—			—
Total		244,135,738.520		93.082	%		100.000	%

19

Additional Information (unaudited)

Information about Directors and Executive Officers:

The business and affairs of the Funds are managed under the direction of the Funds’ Board of Directors. Information pertaining to the Directors and officers of the Funds is set forth below.

Interested Directors and Executive Officers

Michael J. Cosgrove

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    62

Position(s) Held with Fund    Chairman of the Board and President

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    President and Chief Executive Officer – Mutual Funds and Intermediary Business at GEAM since March 2007; Executive Vice President of GEAM from February 1997 to March 2007; Vice President, GE Capital Corporation, an indirect wholly-owned subsidiary of GE, since December 1999; Executive Vice President – Mutual Funds of GEAM, a wholly-owned subsidiary of GE that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, since March 1993; President and Director of GE Investment Distributors, Inc., since June 2011. Director of GEAM since 1988.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Chairman of the Board and President of GE Institutional Funds since 1997; Trustee of Elfun Funds, GE Savings & Security Funds, General Relief and Loan Fund and General Electric Pension Trust since 1988; Trustee of Fordham University from 2002 to June 30, 2010 and since July 2011; Trustee of GE Volunteers since 1993; Director of GE Foundation; Director, GE Asset Management (Ireland) Limited, since February 1999, GE Asset Management Funds Plc since 1998, GE Asset Management Canada Company since 1998, GE Asset Management Limited since 1998 and GEAM since 1988; Chairman of the Board and President of GE Funds from 1993 to February 2011.

Matthew J. Simpson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    50

Position(s) Held with Fund    Director and Executive Vice President

Term of Office and Length of Time Served    Until successor is elected and qualified – 3 years

Principal Occupation(s) During Past 5 years    Executive Vice President, General Counsel and Secretary of GEAM since July 2007; Senior Vice President and General Counsel – Marketing and Client Services (formerly Asset Management Services) at GEAM and Senior Vice President and General Counsel of GE Asset Management Services from February 1997 to July 2007; Vice President and Associate General Counsel of GEAM from October 1992 to February 1997; Secretary of GE Funds from 1993 to July 2007 and Vice President from September 2003 to July 2007; Secretary of GE Institutional Funds and GE Investments Funds, Inc. from 1997 to July 2007; Secretary of Elfun Funds and GE Savings & Security Funds since July 2007; Assistant Secretary of Elfun Funds and GE Savings & Security Funds from 1998 to July 2007 and Vice President from October 2003 to July 2007.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Trustee of Elfun Funds, GE Savings & Security Funds and General Electric Pension Trust since July 2007; Trustee of GE Institutional Funds since April 2011 and Trustee of GE Funds from July 2007 to February 2011.

20

Additional Information (unaudited)

Joon Won Choe

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    41

Position(s) Held with Fund    Vice President & Secretary

Term of Office and Length of Time Served    Until successor is elected and qualified – Vice President and Secretary – less than 1 year

Principal Occupation(s) During Past 5 years    Senior Vice President and Deputy General Counsel at GEAM since March 2011; Senior Vice President and Associate General Counsel at GEAM from June 2010 to March 2011; Vice President and Associate General Counsel at GEAM from November 2005 to June 2010; Vice President and Secretary of GE Institutional Funds and GE Investments Funds, Inc. since September 2010; Vice President and Assistant Secretary of Elfun Funds and GE Savings & Security Funds since September 2010.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Robert Herlihy

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    43

Position(s) Held with Fund    Chief Compliance Officer

Term of Office and Length of Time Served    Until successor is elected and qualified — 5 years

Principal Occupation(s) During Past 5 years    Chief Compliance Officer of GEAM, GE Institutional Funds, Elfun Funds, and GE Savings and Security Funds since July 2005; Chief Compliance Officer of GE Funds from July 2005 to February 2011; and Manager of Fund Administration at GEAM from 2002 – 2005.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Arthur A. Jensen

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    44

Position(s) Held with Fund    Treasurer

Term of Office and Length of Time Served    Until successor is elected and qualified – less than 1 year

Principal Occupations(s) During Past 5 Years    Treasurer of GE Institutional Funds, Elfun Funds and GE Savings and Security Funds since June 2011; Mutual Funds Controller of GEAM since April 2011; Senior Vice President at Citigroup from 2008 to 2010 and Vice President at JPMorgan from 2005 to 2008.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

21

Additional Information (unaudited)

Non-Interested Directors

John R. Costantino

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    65

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    General Partner, NGN Capital LLC since 2006; Managing Director, Vice President of Walden Capital Management since 1996.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Director of GE Institutional Funds since 1997; Trustee of Fordham University from 1989-1995 and 2001-2007 and Trustee Emeritus since 2007; Trustee of Neuroscience Research Institute since 1986; Trustee of GE Funds from 1993 to February 2011; Trustee of Gregorian University Foundation from 1992-2007; Director of Artes Medical from 2006-2008.

R. Sheldon Johnson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    64

Positions(s) Held with Fund    Director

Term of office and Length of Time served    Unit Successor is elected and qualified – less than 1 year.

Principal Occupation(s) During Past 5 years    Managing Director at Morgan Stanley & Co.,Inc. from 1988 to 2006; Head of Global Institutional Equity Sales and Marketing at Morgan Stanley & Co., Inc. from 2002 to 2006.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since April 2011 and Trustee of St. Lawrence University since 2003.

Robert P. Quinn

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    75

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    Retired since 1983 from Salomon Brothers Inc.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since 1997; Trustee of St. Francis Hospital since 1980; and Trustee of GE Funds from 1993 to February 2011.

The Statement of Additional Information for the Funds includes additional information about the Directors and Officers and is available, without charge, upon request by calling 1-800-242-0134.

22

Investment Team (unaudited)

Investment Adviser and Administrator

GE Asset Management Incorporated

Board of Directors

Michael J. Cosgrove, Chairman

John R. Costantino

R. Sheldon Johnson*

Robert P. Quinn

Matthew J. Simpson

Secretary

Joon Won Choe

Assistant Secretary

Michelle Matzelle

Treasurer

Arthur A. Jensen (effective June 6, 2011)

Assistant Treasurer

Casey Yantosca

Distributor

GE Investment Distributors, Inc.

Member FINRA and SIPC

Custodian

State Street Bank & Trust Company

Officers of the Investment Adviser

Dmitri Stockton, President and Chief Executive Officer (since May 2011)†

Cheryl H. Beacock, Senior Vice President, Human Resources

George A. Bicher, Chief Risk Officer

Paul M. Colonna, President and Chief Investment Officer – Fixed Income Investments

Michael J. Cosgrove, President and Chief Executive

Officer – Mutual Funds & Intermediary Business

Ralph R. Layman, President and Chief Investment Officer – Public Equity Investments

Maureen B. Mitchell, President – Institutional Sales and Marketing

Matthew J. Simpson, Executive Vice President, General Counsel and Secretary

Don W. Torey, President – Alternative Investments

John J. Walker, Executive Vice President, Chief Operating Officer

David Wiederecht, President and Chief Investment Officer – Investment Strategies

Tracie A. Winbigler, Executive Vice President, Chief Financial Officer (since January 2011)

* Mr. Johnson was elected as a Director of the Funds effective April 1, 2011.

† Effective May 1, 2011, Mr. Stockton replaced James W. Ireland as President and Chief Executive Officer.

At GE Asset Management, we’re dedicated to providing the investment options you’ll need to tailor your financial portfolio to every stage of your life. Each member of the GE Family of Funds is managed according to the same principles of integrity and quality that have guided GE over the past century, and have made it the world-class company that it is today. Each fund draws strength from a heritage of investment management experience that spans more than 80 years. Whether you’re creating a new investment portfolio or adding to an established one, the GE Family of Funds offers an array of professionally managed investment options that will help you meet a lifetime of financial needs.

23

Investment Adviser

GE Asset Management Incorporated

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

Distributor

GE Investment Distributors, Inc.

member FINRA and SIPC

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities is available without charge (i) upon request, by calling 1-800-493-3042; (ii) on the Fund’s website at http://www.geam.com; and (iii) on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC—information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at http://www.geam.com; and (ii) on the Commission’s website at http://www.sec.gov.

GE Investments Funds, Inc.

Real Estate Securities Fund Letter from the Chairman

Michael J. Cosgrove

Chairman,

GE Investments Funds, Inc.

Dear Shareholder:

Attached is the semi-annual report for GE Investments Funds, Inc. — Real Estate Securities Fund (the “Fund”) for the six-month period ended June 30, 2011. The report contains information about the performance of the Fund and other fund-specific data, along with portfolio manager commentary.

We have provided you with an overview of the investment markets, along with our investment outlook for the coming months.

Market Overview

Most major equity indices posted positive returns in the six-month period ended June 30, 2011, despite geopolitical tensions in the Middle East and North Africa, a devastating earthquake in Japan, ongoing concerns about unresolved sovereign debt issues in peripheral Europe and elevated inflation in emerging markets. Volatility increased in May and June, however, as some measures of global economic activity weakened and uncertainties over Greece’s ability to finance and service its debt rattled the financial markets. In the U.S., concerns over the end of quantitative easing by the Federal Reserve and political wrangling over the government debt ceiling further contributed to a challenging environment. The increase in risk aversion benefited the fixed income markets as many investors sought out safer investments. Toward the end of June, the Greek Parliament passed austerity measures that seemed to calm the markets and opened the way for the next round of financing from the European Central Bank and the International Monetary Fund.

Against this backdrop, financial markets posted positive results for the six- and 12-month periods ended June 30, 2011 as represented by the index returns in the below chart.

Total Returns (%) as of June 30, 2011	6-month		12-month
U.S. equities (S&P 500 Index)		6.0		30.7
Global equities (MSCI World Index)		5.3		30.5
International equities (MSCI EAFE Index)		5.0		30.4
Small-cap U.S. equities (Russell 2000 Index)		6.2		37.4
Mid-cap U.S. equities (Russell Mid Cap Index)		8.1		38.5
U.S. fixed income (Barclays Capital U.S. Aggregate Bond Index)		2.7		3.9
U.S. short-term government fixed income (Barclays Capital 1-3 Year U.S. Government Bond Index)		0.9		1.4

Outlook

We remain constructive on the prospects for healthy global growth, although it may be at a slower pace than originally anticipated. Central banks in the U.S. and Europe remain accommodative and supply chain issues in Japan appear to have abated. There are also signs that inflation may be peaking in emerging markets as commodity prices have eased in recent months. Corporate balance sheets remain healthy and fundamentals remain intact, in our view. We believe that valuations for equities are not stretched and remain below historical averages while equity risk premiums are still high-offering the possibility for further gains. We expect that the financial markets are likely to remain volatile due to outstanding sovereign debt issues, but believe that returns are biased to the upside in the second half of the year.

Thank you for investing with GE Investments Funds.

Sincerely,

Michael J. Cosgrove

Chairman, GE Investments Funds, Inc.

July 2011

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

Real Estate Securities Fund Letter from the Chairman  (Continued)

Mike Cosgrove is President and Chief Executive Officer — Mutual Funds and Intermediary Business at GE Asset Management Incorporated (“GEAM”). In addition to the GE Investments Funds, he is also Chairman of the Board and President of GE Institutional Funds and Director and President of GEAM’s broker-dealer which serves as underwriter and distributor for the GE Investments Funds. Mr. Cosgrove serves as a Trustee of the GE Savings & Security Funds, the GE Foundation, and the GE Pension Trust. He also serves on the Board of Directors of the Skin Cancer Foundation and is a Trustee of Fordham University. Previously Chief Financial Officer of GE Asset Management and Assistant Treasurer — GE Company, Mr. Cosgrove joined GE in 1970 and held a number of managerial positions in finance and sales in the International Operation and the GE Trading Company. He received a BS in Economics from Fordham University and an MBA from St. John’s University.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc.

This does not constitute a part of the Fund’s Shareholder Report

GE Investments Funds, Inc.

Real Estate Securities Fund

Semi-Annual Report

June 30, 2011

GE Investments Funds, Inc.

Real Estate Securities Fund Contents

Notes to Performance	1
Manager Review and Schedule of Investments	6
Notes to Schedule of Investments	8
Financial Statements
Financial Highlights	9
Statement of Assets and Liabilities	10
Statement of Operations	11
Statement of Changes in Net Assets	12
Notes to Financial Statements	13
Special Meeting of Shareholders — Voting Results	18
Additional Information	20
Investment Team	23

This report is prepared for Policyholders of certain variable contracts and may be distributed to others only if preceded or accompanied by the variable contract’s current prospectus and the current prospectus of the Fund available for investments thereunder.

Notes to Performance June 30, 2011 (unaudited)

The information provided on the performance pages relates to the GE Investments Real Estate Securities Fund (the “Fund”) and is unaudited.

Total returns take into account changes in share price and assume reinvestment of dividends and capital gains distributions, if any. Total returns shown are net of Fund fees and expenses but do not reflect fees and charges associated with the variable contracts such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the Fund’s total returns for all periods shown.

The performance data quoted represents past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Periods less than one year are not annualized. Please call toll-free 800-493-3042 or visit the Fund’s website at http://www.geam.com for the most recent month-end performance data.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. An investment in the Fund is subject to risk, including possible loss of principal invested.

FTSE NAREIT U.S. Real Estate Index is an unmanaged index of all tax-qualified real estate investment trusts (REITs) listed on the New York Stock Exchange, American Stock Exchange and NASDAQ which have 75% or more of their gross invested book assets invested directly or indirectly in the equity ownership of real estate. The results shown for the foregoing indices assume the reinvestment of net dividends or interest. They do not reflect the actual cost of investing in the instruments that comprise the index.

The peer universe of the underlying annuity funds used for the peer group average annual total return calculation is based on a blend of Morningstar peer categories, as shown. Morningstar is an independent mutual fund rating service. A Fund’s performance may be compared to or ranked within a universe of mutual funds with investment objectives and policies similar but not necessarily identical to that of the Fund.

^©2011 Morningstar, Inc. All Rights Reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damage or losses relating from any use of this information. Past performance is no guarantee of future results.

GE Investment Distributors, Inc., Member of FINRA & SIPC, is the principal underwriter and distributor of the GE Investments Funds, Inc. and a wholly owned subsidiary of GE Asset Management Incorporated, the investment adviser of the Fund.

1

Real Estate Securities Fund (unaudited)

Urdang Securities Management, Inc. (Urdang) is the sub-adviser for the Real Estate Securities Fund. Urdang is a wholly owned subsidiary of Urdang Capital Management, Inc. (Urdang Capital). Urdang Capital is wholly owned by The Bank of New York Mellon Corporation (BNY Mellon) and operates as part of BNY Mellon’s Asset Management Division. As a wholly owned subsidiary of Urdang Capital, Urdang is a second tier subsidiary of BNY Mellon. Urdang is a registered investment adviser that was formed in 1995 to focus exclusively on opportunities in the real estate securities market, including publicly traded real estate investment trusts (REITs).

The Real Estate Securities Fund is co-managed by Dean Frankel, CFA and Eric Rothman, CFA.

Dean Frankel is a senior portfolio manager, North America Real Estate Securities, at Urdang and serves as the senior portfolio manager to the Fund. He joined Urdang in 1997 and has over 19 years of real estate securities investment experience. Mr. Frankel is responsible for management of Urdang’s proprietary research process including the firm’s relative value model. In addition, Mr. Frankel analyzes and interprets implications of major events and economic trends while managing the daily operations of the North American Real Estate Securities investment team.

Eric Rothman serves as a portfolio manager at Urdang, where he helps direct Urdang’s U.S. Real Estate Securities strategy. As portfolio manager, Mr. Rothman is responsible for market research, sector allocations, and real estate securities analysis. Additionally he has primary coverage responsibility for the lodging, self storage and retail sectors. Mr. Rothman joined Urdang in 2006 and has over 14 years of real estate securities and real estate investment experience, including being a sell-side REIT analyst at Wachovia Securities from 2001 to 2006 and an analyst at AEW Capital Management, LP from 1997 to 2000.

Q. How did the Real Estate Securities Fund perform compared to its benchmark and Morningstar peer group for the six-month period ended June 30, 2011?

A. For the six-month period ended June 30, 2011, the Real Estate Securities Fund returned 11.61% for Class 1 shares and 11.43% for Class 4 shares. The FTSE NAREIT U.S. Real Estate Index, the Fund’s benchmark, returned 10.62%. The Fund’s Morningstar peer group of 46 U.S. Insurance Real Estate funds returned an average of 9.74% for the same period.

Q. What market conditions impacted Fund performance?

A. As historically high dividend paying stocks, REITs benefitted from the search for yield in the first half of 2011 as they have for much of the prior two years. The dividend yield on U.S. REITs was in the mid-3% range as of June 30, compared favorably to a ten-year treasury yield that declined over the six-month period to less than 3%. Improvement in the overall economy has helped the REIT market even more. Throughout the first half of 2011, property fundamentals continued to steadily improve for all property sectors, particularly for those sectors that are most sensitive to improvement in the macro economy. Generally speaking, vacancy rates and rental rates have moved past bottom in almost all sectors. The U.S. REIT market rallied in April and May, but declined in June as uncertainty surrounding the European sovereign debt crisis and raising the U.S. debt ceiling grew. In our view, systematic risk presents the single biggest challenge for REITs today, as it does for all public securities.

Q. What were the primary drivers of Fund performance?

A. Sector and stock selection contributed positively to the Fund’s outperformance. The effect of cash drag and minor items including rounding reduced relative performance. The contribution to relative performance from sector selection was primarily the result of an underweight to the least economically sensitive property sectors, triple net lease and healthcare. Fund performance was also driven by an overweight to sectors more sensitive to the economy (such as apartments, industrial and hotels) early in the year as the economy was expanding, and then a modest reversal of this positioning later in the year ahead of concerns about faltering economic growth. Stock selection was particularly strong among picks within the office, healthcare, regional mall and shopping center sectors, partially offset by negative performance from stock selection within the industrial and specialty sectors.

2

(unaudited)

Q. Were there any significant changes to the Fund over the period?

A. While we did not deviate from our investment process or philosophy during the period, we did make a number of tactical changes to the Fund’s positioning to take advantage of changing market conditions. Following significant underperformance from the healthcare and net lease sectors early in 2011, and in light of concerns about a deteriorating economic outlook, we chose to further reduce the Fund’s underweight to both of these defensive sectors early in the second quarter, just ahead of the market’s greater focus on concern that growth could be faltering. Conversely, we reduced the Fund’s exposure to the apartment and hotel sectors (both of which had performed disproportionately well in the first quarter of 2011 and prior) as each appeared to represent a less attractive relative value.

3

Real Estate Securities Fund (unaudited)

Understanding Your Fund’s Expenses

As a shareholder of the Fund you incur ongoing costs. Ongoing costs include portfolio management fees, distribution and services fees (for Class 4 shares), professional fees, administrative fees and other Fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended June 30, 2011.

Actual Expenses

The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value

divided by $1,000 = 8.6), then multiply the result by the

number given for your class under the heading “Expenses paid during period.”

Hypothetical Example for Comparison Purposes

The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholders reports of other funds.

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transaction costs, such as sales charges or redemption fees, if any. Additionally, the expenses shown do not reflect the fees or charges associated with variable contracts through which shares of the Fund are offered.

January 1, 2011 – June 30, 2011

	Account value at the beginning of the period  ($)		Account value at the end of the period  ($)		Expenses paid during the period ($)*
Actual Fund Return**
Class 1		1,000.00		1,116.10		5.19
Class 4		1,000.00		1,114.34		7.55
Hypothetical 5% Return (2.5% for the period)
Class 1		1,000.00		1,019.69		4.96
Class 4		1,000.00		1,017.50		7.20

* Expenses are equal to the Fund’s annualized expense ratio of 0.99% for Class 1 shares 1.44% for Class 4 shares (for the period January 1, 2011—June 30, 2011), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the six months period)

** Actual Fund Returns for the six-month period ended June 30, 2011 were as follows: 11.61% for Class 1 shares, and 11.43% for Class 4 shares. Past performance does not guarantee future results.

4

Real Estate Securities Fund (unaudited)

Investment Profile

A mutual fund designed for investors who seek maximum total return through current income and capital appreciation. The Fund seeks its objective by investing at least 80% of its net assets under normal circumstances in common and preferred stocks, and equity securities, such as debt securities of U.S. issuers that are principally engaged in or related to the real estate industry, including those that own significant real estate assets.

Morningstar Performance Comparison

Based on average annual returns for periods ended June 30, 2011

	Six Months**		One Year		Three Year		Five Year		Ten Year
Number of Funds in peer group:		46		46		46		42		31
Peer group average annual total return:		9.74%		32.78%		4.37%		1.88%		10.32%
Morningstar category in peer group: U.S. Insurance Real Estate

Sector Allocation

as a % of Fair Value^(c) of $84,026 (in thousands) on June 30, 2011^(b)(c)

Top Ten Largest Holdings

as of June 30, 2011 (as a % of Fair Value)^(b)(c)

Simon Property Group Inc.	7.48%
Equity Residential	6.42%
Prologis Inc.	5.53%
Vornado Realty Trust	5.34%
Ventas Inc.	5.15%
The Macerich Co.	4.31%
Healthcare Inc.	4.01%
Public Storage	3.74%
Boston Properties Inc.	3.56%
HCP Inc.	3.23%

Change in Value of a $10,000 Investment

Class 1 Shares

Average Annual Total Return

for the Periods Ended June 30, 2011

Class 1 Shares (Inception date: 5/1/95)

	Six Months**		One Year		Five Year		Ten Year		Ending value of a $10,000 investment(a)
Real Estate Securities Fund		11.61%		36.91%		4.88%		11.41%	$	29,466
FTSE NAREIT U.S. Real Estate Index		10.62%		34.09%		2.61%		10.68%	$	27,592

Change in Value of a $10,000 Investment

Class 4 Shares

Average Annual Total Returns

for the Periods Ended June 30, 2011

Class 4 Shares (Inception date: 5/1/08)

	Six Months**		One Year		Three Year		Since Inception		Ending value of a $10,000 investment(a)
Real Estate Securities Fund		11.43%		36.34%		7.92%		3.10%	$	11,016
FTSE NAREIT U.S. Real Estate Index		10.62%		34.09%		5.38%		1.58%	$	10,509

(a) Ending value of a $10,000 investment for the ten-year period or since inception, whichever is less.

(b) The securities information regarding holdings, allocations and other characteristics is presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security.

(c) Fair value basis is inclusive of Short-Term Investment in GE Institutional Money Market Fund.

* Less than 0.01%.

** Total returns for the six month period ended June 30, 2011 are not annualized.

See Notes to Performance on page 1 for further information, including an explanation of Morningstar peer categories.

Past performance does not predict future performance and the graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares and does not reflect the fees or charges that would be associated with variable contracts through which shares of the Fund are offered.

5

Real Estate Securities Fund

Schedule of Investments June 30, 2011 (unaudited)

Real Estate Securities Fund

	Number of Shares		Fair Value
Common Stock (REITs) — 97.2 % †
Diversified — 5.3%
Vornado Realty Trust		48,120	$	4,483,822
Freestanding — 2.1%
National Retail Properties Inc.		70,673		1,732,195
Healthcare — 12.6%
HCP Inc.		74,070		2,717,628
Healthcare Inc.		64,290		3,370,725
Senior Housing Properties Trust		9,870		231,057
Ventas Inc.		82,050		4,324,856
				10,644,266
Hotel — 6.4%
DiamondRock Hospitality Co.		55,380		594,227
Host Hotels & Resorts Inc.		118,510		2,008,745
LaSalle Hotel Properties		35,200		927,168
Pebblebrook Hotel Trust		29,680		599,239
RLJ Lodging Trust		30,733		533,832
Sunstone Hotel Investors Inc.		73,880		684,868	(a)
				5,348,079
Industrial — 6.0%
DCT Industrial Trust Inc.		84,540		442,144
Prologis Inc.		129,580		4,644,147
				5,086,291
Multifamily — 18.5%
American Campus Communities Inc.		23,970		851,414
Apartment Investment & Management Co.		41,410		1,057,197
AvalonBay Communities Inc.		12,360		1,587,024
Camden Property Trust		28,500		1,813,170
Colonial Properties Trust		58,320		1,189,728
Equity Residential		89,920		5,395,200
Essex Property Trust Inc.		18,110		2,450,102
UDR Inc.		48,950		1,201,722
				15,545,557
Office — 15.2%
Alexandria Real Estate Equities Inc.		22,780		1,763,628
Boston Properties Inc.		28,180		2,991,589
Brandywine Realty Trust		59,240		686,592
CommonWealth		61,000		1,576,240
Corporate Office Properties Trust		17,180		534,470
Douglas Emmett Inc.		65,910		1,310,950
Hudson Pacific Properties Inc.		44,750		694,968
Kilroy Realty Corp.		31,160		1,230,508	(c)
Parkway Properties Inc.		27,999		477,663

	Number of Shares		Fair Value
SL Green Realty Corp.		18,250	$	1,512,378
				12,778,986
Office/Industrial — 2.8%
Duke Realty Corp.		110,140		1,543,061
Liberty Property Trust		26,290		856,528
				2,399,589
Regional Malls — 14.5%
General Growth Properties Inc.		97,590		1,628,777
Pennsylvania Real Estate Investment Trust		5,100		80,070
Simon Property Group Inc.		54,080		6,285,718
Taubman Centers Inc.		10,060		595,552
The Macerich Co.		67,630		3,618,205
				12,208,322
Self Storage — 4.4%
Public Storage		27,580		3,144,396
U-Store-It Trust		50,920		535,678
				3,680,074
Shopping Centers — 7.2%
Acadia Realty Trust		31,430		638,972
Developers Diversified Realty Corp.		84,370		1,189,617
Excel Trust Inc.		33,895		373,862
Federal Realty Investment Trust		11,280		960,830
Kimco Realty Corp.		124,960		2,329,254
Tanger Factory Outlet Centers		21,750		582,248
				6,074,783
Specialty — 2.2%
Digital Realty Trust Inc.		29,930		1,849,075
Total Common Stock (REITs) (Cost $66,729,928 )				81,831,039
Common Stock — 1.2%
Hotel — 1.4%
Hyatt Hotels Corp. (Cost $1,009,444)		23,800		971,516	(a)
Other Investments — 0.0%*
GEI Investment Fund (Cost $2,681)				2,708	(d)
Total Investments in Securities (Cost $67,742,053)				82,805,263

See Notes to Schedule of Investments and Notes to Financial Statements.

6

Real Estate Securities Fund

Schedule of Investments June 30, 2011 (unaudited)

	Fair Value
Short-Term Investments — 1.4%
GE Institutional Money Market Fund Investment Class 0.11% (Cost $1,220,794)	$	1,220,794	(b,d)
Total Investments (Cost $68,962,847)		84,026,057
Other Assets and Liabilities, net — 0.2%		142,180
NET ASSETS — 100.0%	$	84,168,237

See Notes to Schedule of Investments and Notes to Financial Statements.

7

Notes to Schedule of Investments June 30, 2011 (unaudited)

The views expressed in this document reflect our judgment as of the publication date and are subject to change at any time without notice. The securities information regarding holdings, allocations and other characteristics are presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security. See the Fund’s summary prospectus and statutory prospectus for complete descriptions of investment objectives, policies, risks and permissible investments.

(a) Non-income producing security.

(b) Coupon amount represents effective yield.

(c) At June 30, 2011 , all or a portion of this security was pledged to cover collateral requirements for futures, options, forward foreign currency contracts and/or TBA’s.

(d) GE Asset Management, the investment adviser of the Fund, also serves as investment adviser of the GEI Investment Fund and the GE Institutional Money Market Fund.

* Less than 0.05%.

† Percentages are based on net assets as of June 30, 2011 .

Abbreviations:

REIT Real Estate Investment Trust

8

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated

	CLASS 1																CLASS 4
	6/30/11†			12/31/10			12/31/09			12/31/08			12/31/07		12/31/06		6/30/11†			12/31/10			12/31/09			12/31/08
Inception date		—			—			—			—			—		5/1/95		—			—			—			5/1/08
Net asset value, beginning of period		$10.68			$  8.41			$6.46			$10.87			$21.49		$19.20		$10.67			$  8.41			$6.47			$12.15
Income/(loss) from investment operations:
Net investment income		0.14			0.19	**		1.03			1.11			0.72		0.65		0.11			0.15	**		0.29			0.39	**
Net realized and unrealized gains/(losses) on investments		1.10			2.24			1.29			(5.05)			(3.87)		5.68		1.11			2.23			1.99			(5.63)
Total income/(loss) from investment operations		1.24			2.43			2.32			(3.94)			(3.15)		6.33		1.22			2.38			2.28			(5.24)
Less distributions from:
Net investment income		—			0.16			0.22			0.28			0.73		0.48		—			0.12			0.19			0.25
Return of capital		—			—			0.15			0.19			0.02		—		—			—			0.15			0.19
Net realized gains		—			—			—			—			6.72		3.56		—			—			—			—
Total distributions		—			0.16			0.37			0.47			7.47		4.04		—			0.12			0.34			0.44
Net asset value, end of period		$11.92			$10.68			$8.41			$  6.46			$10.87		$21.49		$11.89			$10.67			$8.41			$  6.47
TOTAL RETURN(a)		11.61%			28.94%			35.77%			(36.03)%			(14.86)%		33.03%		11.43%			28.31%			35.14%			(42.99)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)		$84,157			$78,316			$70,574			$59,969			$96,650		$178,317		$11			$10			$8			$6
Ratios to average net assets:
Net investment income		2.41%	*		1.97%			4.75%			4.67%			2.59%		3.08%		1.95%	*		1.52%			4.26%			4.67%	*
Net Expenses		0.99%	(b)*		0.92%	(b)		1.04%	(b)		0.95%	(b)		0.90%		0.88%		1.44%	(b)*		1.36%	(b)		1.49%	(b)		1.40%	(b)*
Gross Expenses		0.99%	*		0.93%			1.04%			0.95%			0.90%		0.88%		1.44%	*		1.37%			1.49%			1.40%
Portfolio turnover rate		37%			113%			105%			121%			106%		92%		37%			113%			105%			121%

Notes to Financial Highlights

(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions and do not include the effect of insurance contract charges. Past performance does not guarantee future results.

(b) Reflects GE Asset Management’s waiver of a portion of the Fund’s management fee in an amount equal to the management fee earned by GEAM with respect to the Fund’s investment in the GE Money Market Fund and/or GE Institutional Money Market Fund.

* Annualized for periods less than one year.

** Per share values have been calculated using the average share method.

† Unaudited

The accompanying Notes are an integral part of these financial statements.

9

Statement of Assets and Liabilities June 30, 2011 (unaudited)
ASSETS
Investments in securities, at Fair Value (cost $67,739,372)	$82,802,555
Investments in affiliated securities, at Fair Value (cost $2,681)	2,708
Short-Term affiliated investments (at amortized cost)	1,220,794
Receivable for investments sold	766,097
Income receivables	178,678
Receivable for fund shares sold	1,135
Total Assets	84,971,967
LIABILITIES
Payable for investments purchased	704,422
Payable for fund shares redeemed	12,056
Payable to GEAM	25,946
Accrued other expenses	61,306
Total Liabilities	803,730
NET ASSETS	$84,168,237
NET ASSETS CONSIST OF :
Capital paid in	85,717,189
Undistributed (distribution in excess of) net investment income	1,081,382
Accumulated net realized (loss)	(18,084,047	)
Net unrealized appreciation on:
Investments	15,453,713
NET ASSETS	$84,168,237
Class 1
NET ASSETS	84,157,218
Shares outstanding( $0.01 par value; unlimited shares authorized)	7,057,824
Net asset value per share	$11.92
Class 4
NET ASSETS	11,019
Shares outstanding( $0.01 par value; unlimited shares authorized)	927
Net asset value per share	$11.89

The accompanying Notes are an integral part of these financial statements.

10

Statement of Operations For the six months ended June 30, 2011 (unaudited)
INVESTMENT INCOME
Income:
Dividend	$	1,321,282
Interest		59,616
Interest from affiliated investments		784
Total Income		1,381,682
Expenses
Advisory and administration fees		346,281
Distribution fees
Class 4		24
Transfer agent fees		10,136
Director’s fees		1,086
Custody and accounting expenses		20,815
Professional fees		10,317
Other expenses		13,948
Total expenses before waiver and reimbursement		402,607
Less: Expenses waived or borne by the adviser		(1,075	)
Net expenses		401,532
Net investment income		980,150
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain on:
Investments		7,285,290
Increase in unrealized appreciation on:
Investments		818,944
Net realized and unrealized gain on investments		8,104,234
Net increase in net assets resulting from operations	$	9,084,384

The accompanying Notes are an integral part of these financial statements.

11

Statement of Changes in Net Assets
	Six months ended June 30, 2011*			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investments income	$	980,150		$	1,322,199
Net realized gain on investments		7,285,290			14,828,808
Net increase (decrease) in unrealized appreciation/(depreciation) on investments		818,944			389,924
Net increase from operations		9,084,384			16,540,931
Distributions to shareholders from :
Net investment income
Class 1		—			(1,190,859	)
Class 4		—			(111	)
Total distributions		—			(1,190,970	)
Increase in net assets from operations and distributions		9,084,384			15,349,961
Share transactions :
Proceeds from sale of shares
Class 1		4,288,598			19,664,699
Class 4		—			—
Value of distributions reinvested
Class 1		—			1,190,859
Class 4		—			111
Cost of shares redeemed
Class 1		(7,530,507	)		(28,461,964	)
Class 4		—			—
Net increase (decrease) from share transactions		(3,241,909	)		(7,606,295	)
Total increase in net assets		5,842,475			7,743,666
NET ASSETS
Beginning of period		78,325,762			70,582,096
End of period	$	84,168,237		$	78,325,762
Undistributed (distribution in excess of) net investment income, end of period	$	1,081,382		$	101,232
CHANGES IN FUND SHARES
Class 1
Shares sold		377,150			2,129,665
Issued for distributions reinvested		—			111,504
Shares redeemed		(654,815	)		(3,294,055	)
Net (decrease) in fund shares		(277,665	)		(1,052,886	)
Class 4
Shares sold		—			—
Issued for distributions reinvested		—			10
Shares redeemed		—			—
Net increase in fund shares		—			10

* Unaudited

The accompanying Notes are an integral part of these financial statements.

12

Notes to Financial Statements June 30, 2011 (unaudited)

1. Organization of the Company

GE Investments Funds, Inc. (the “Company”) was incorporated under the laws of the Commonwealth of Virginia on May 14, 1984 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Company is composed of fourteen investment portfolios (collectively the “Funds”), although only the following eleven are currently being offered: U.S. Equity Fund, S&P 500 Index Fund, Premier Growth Equity Fund, Core Value Equity Fund, Mid-Cap Equity Fund, Small-Cap Equity Fund, International Equity Fund, Total Return Fund, Income Fund, Money Market Fund and Real Estate Securities Fund (the “Fund”).

Shares of the Funds of the Company are offered only to insurance company separate accounts that fund certain variable life insurance contracts and variable annuity contracts. GE Asset Management Incorporated (“GEAM”) is the investment adviser and administrator of each of the Funds.

The Company currently offers two share classes (Class 1 and Class 4) of the Fund as investment options for variable life insurance and variable annuity contracts. Class 4 shares were first offered on May 1, 2008, and Fund shares outstanding prior to May 1, 2008 were designated as Class 1 shares. Each share class has different fees and expenses, and as a result, each share class will have different share price and performance. Not all variable contracts offer both share classes of the Fund.

2. Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates.

Subsequent events after the balance sheet date through the date the financial statements were issued, have been evaluated in the preparation of the financial statements. There are no items to report.

The following summarizes the significant accounting policies of the Company.

Securities Valuation and Transactions. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Securities transactions are accounted for as of the trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost for both financial statement and federal tax purposes.

The Fund’s income, expenses (other than distribution fees) and realized and unrealized gains and losses are allocated proportionally each day among the share classes based upon the relative net assets of each class.

Derivatives The Fund is subject to equity price risk in the normal course of pursuing its investment objective. The Fund may enter into derivative transactions to gain market exposure for residual and accumulating cash positions.

Real Estate Investment Trusts Dividend income, attributable to real estate investment trusts (“REITs”), is recorded based on management’s estimate of the income included in the distributions received. Distributions received in excess of this amount are recorded as a reduction of the cost of the investments. The actual amounts of income and return of capital are determined by each REIT only after its fiscal year-end and may differ from the estimated amounts.

Investment Income Corporate actions (including cash dividends) are recorded on the ex-dividend date, net of applicable withholding taxes, except for certain foreign corporate actions which are recorded as soon after ex-dividend date as such information becomes available. Withholding taxes in foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums on taxable bonds are to the call or maturity date, whichever is shorter, using the effective yield method.

Expenses Fund specific expenses are allocated to the Fund that incurs such expenses. Such expenses may include custodial fees, legal and accounting fees, printing costs and registration fees. Expenses that are not fund specific are allocated pro rata across the Funds. Certain class specific expenses (such as distribution fees) are allocated to the class that incurs such expense. Expenses of the Fund are generally paid directly by the Fund however, expenses may be paid by GEAM and reimbursed by the fund.

Federal Income Taxes The Fund intends to comply with all sections of the Internal Revenue Code applicable to regulated investment companies including the distribution of substantially all of its taxable net investment income and

13

Notes to Financial Statements June 30, 2011 (unaudited)

net realized capital gains to its shareholders. Therefore, no provision for federal income tax has been made. The Fund is treated as a separate taxpayer for federal income tax purposes.

3. Securities Valuation

The Fund utilizes various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a framework for measuring fair value and providing related disclosures. Broadly, the framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. It also establishes a three-level valuation hierarchy based upon observable and non-observable inputs.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical investments in active markets.

Level 2 — Quoted prices for similar investments in active markets; quoted prices for identical or similar investments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Significant inputs to the valuation model are unobservable.

Policies and procedures are maintained to value investments using the best and most relevant data available. In addition, pricing vendors are utilized to assist in valuing investments. GEAM performs periodic reviews of the methodologies used by independent pricing services including price validation of individual securities.

Fair Value Measurement The following section describes the valuation methodologies the Fund uses to measure different financial investments at fair value.

The Fund’s portfolio securities are valued generally on the basis of market quotations. Equity securities generally are valued at the last reported sales price on the primary market in which they are traded. Portfolio securities listed on NASDAQ are valued using the NASDAQ Official Closing Price. Level 1 securities primarily include publicly-traded equity securities which may not necessarily represent the last sale price. If no sales occurred on the exchange or NASDAQ that day, the portfolio security generally is valued using the last reported bid price. In those circumstances the Fund classifies the investment securities in Level 2.

Debt securities (other than short-term securities described below) generally are valued at an evaluated bid as reported by an independent pricing service. Municipal obligations are valued at the quoted bid prices, when available. The pricing vendor uses various pricing models for each asset class that are consistent with what other market participants would use. The inputs and assumptions to the model of the pricing vendor are derived from market observable sources including: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, and other market related data. Since many fixed income securities do not trade on a daily basis, the methodology of the pricing vendor uses available information as applicable such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing. The pricing vendor considers all available market observable inputs in determining the evaluation for a security. Thus, certain securities may not be priced using quoted prices, but rather determined from market observable information. These investments are included in Level 2 and primarily comprise our portfolio of corporate fixed income, government, mortgage and asset-backed securities.

In the absence of a reliable price from such a pricing service, debt securities may be valued based on dealer supplied valuations or quotations. In these infrequent circumstances, pricing vendors may provide the Funds with valuations that are based on significant unobservable inputs, and in those circumstances we classify the investment securities in Level 3.

The Fund uses the net asset value per unit for the collective fund. The Fund classifies the investment security in level 2.

Other financial investments are derivative instruments that are not reflected in Total Investments, such as exchange traded futures. Futures are valued at the last sale price on the primary market they are traded and are typically included in level 1.

14

Notes to Financial Statements June 30, 2011 (unaudited)

The short-term investments of sufficient credit quality held by the Fund with remaining maturities of sixty days or less at the time of purchase are valued on the basis of amortized cost which approximates market value and these are included in Level 2.

If prices are not readily available for a portfolio security, or if it is believed that a price for a portfolio security does not represent its fair value, the security may be valued using procedures approved by the Fund’s Board of Directors that are designed to establish its “fair” value. These securities would generally be classified in Level 3. Those procedures require that the fair value of a security be established by the valuation committee. The valuation committee follows different protocols for different types of investments and circumstances. The fair value procedures may be used to value any investment of any Fund in the appropriate circumstances.

Portfolio securities may be valued using techniques other than market quotations, under the circumstances described

above. The value established for a portfolio security may be different than what would be produced through the use of another methodology or if it had been priced using market quotations. Portfolio securities that are valued using techniques other than market quotations, including “fair valued” securities, may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that the Fund could sell a portfolio security for the value established for it at any time and it is possible that the Fund would incur a loss because a portfolio security is sold at a discount to its established value.

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. Fair value determinations are required for securities whose value is affected by a significant event that will materially affect the value of a domestic or foreign security and which occurs subsequent to the time of the close of the principal market on which such domestic or foreign security trades but prior to the calculation of the Fund’s NAV.

The following table presents the Fund’s investments measured at fair value on a recurring basis at June 30, 2011:

Investments	Level 1		Level 2		Level 3		Total
Investments in Securities
Common Stock	$	82,802,555	$	—	$	—	$	82,802,555
Other Investments		—		2,708		—		2,708
Short-Term Investments		1,220,794		—		—		1,220,794
Total Investments in Securities	$	84,023,349	$	2,708	$	—	$	84,026,057

There were no significant transfers between the fair value levels. Transfers between fair value levels are considered to occur at the beginning of the period.

4. Line of Credit

The Company shares a revolving credit facility of up to $150 million with a number of its affiliates. The credit facility is with its custodian bank, State Street Bank and Trust Company (“State Street”). The revolving credit facility requires the payment of a commitment fee equal to 0.125% per annum on the daily unused portion of the credit facility, payable quarterly. The portion borne by the Funds generally is borne proportionally based upon net assets. In addition, the Company has a $100 million uncommitted, unsecured line of credit with State Street. Generally, borrowings under the credit facilities would accrue interest at the Federal Funds Rate plus 50 basis points and would be borne by the borrowing Fund. The maximum amount allowed to be borrowed by any one Fund is the lesser of (i)33.33% of the Fund’s assets or (ii) 20% of its net assets.

The credit facilities were not utilized by the Fund during the six month period ended June 30, 2011.

5. Fees and Compensation Paid to Affiliates

GEAM, a registered investment adviser, was retained by the Company’s Board of Directors effective May 1, 1997 to act as investment adviser and administrator of the Fund. GEAM’s compensation for investment advisory and administrative services is paid monthly based on the average daily net assets of the Fund. The advisory and administrative fee is stated in the following schedule:

Average Daily Net Assets of Fund	Advisory and Administration Fees
First $100 million	0.85%
Next $100 million	0.80%
Over $200 million	0.75%

15

Notes to Financial Statements June 30, 2011 (unaudited)

GEAM has a contractual arrangement with the Fund to waive a portion of the Fund’s management fee in the amount equal to the management fee earned by GEAM with respect to the Funds investment in the GE Institutional Money Market Fund.

Distribution and Service (12b-1) Fees The Company has adopted a Distribution and Service (12b-1) Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act with respect to Class 4 shares of the Fund. Under the Plan, the Fund may compensate GE Investment Distributors, Inc. (“GEID”), a wholly-owned subsidiary of GEAM and the Fund’s principal distributor, for certain sales services provided by GEID or other broker dealers and investor services provided by GEID or other service providers relating to the Fund’s Class 4 shares, including services to owners or prospective owners of variable contracts issued by insurance companies that offer such share class as an investment option. The amount of compensation paid under the Plan by the Fund’s Class 4 shares may not exceed 0.45% of the average daily net assets of the Fund attributable to such share class. The Plan continues in effect from year to year for so long as such continuance is approved annually by the Board of Directors, including by those directors who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to it.

Directors’ Compensation The Fund pays no compensation to its directors who are officers or employees of GEAM or its affiliates. Directors who are not such officers or employees also serve in a similar capacity for other funds advised by GEAM. Compensation paid to unaffiliated directors are reflected on the Statement of Operations. These fees are allocated pro rata across all of the mutual fund platforms and share classes served by the directors, including the Fund, and are based upon the relative net assets of each fund within such platforms.

6. Sub-advisory Fees

Pursuant to an investment sub-advisory agreement with GEAM, Urdang Securities Management, Inc. (“Urdang”) is the Sub-Adviser to the Fund. Urdang is responsible for the day-to-day portfolio management of the assets of the Fund, including the responsibility for making decisions to buy, sell or hold a particular security, under the general supervision of GEAM and the Board.

For their services, GEAM pays Urdang monthly sub-advisory fees which are calculated as a percentage of the average daily net assets of the Fund.

7. Investment Transactions

Purchases and Sales of Securities The cost of purchases and the proceeds from sales of investments, other than short-term securities and short-term options, for the period ended June 30, 2011 were as follows:

Non U.S. Gov’t Securities
Purchases	Sales
$30,200,161	$32,719,920

8. Income Taxes

The Fund is subject to ASC 740, Income Taxes. ASC 740 provides guidance for financial accounting and reporting for the effects of income taxes that result from an entity’s activities during the year. ASC 740 also provides guidance regarding how certain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more likely than not” of being sustained by the applicable tax authority. There are no adjustments to the Funds’ net assets required under ASC 740. The Fund’s 2007, 2008, 2009 and 2010 fiscal years tax returns are still open to examination by the Federal and applicable state tax authorities.

At June 30, 2011, information on the tax cost of investments was as follows:

Cost of Investment for Tax Purposes	Gross Tax		Net Tax Appreciation/ (Depreciation)
	Appreciation	Depreciation
$77,386,132	$6,824,538	$(184,613)	$6,639,925

As of December 31, 2010, the Fund has capital loss carryovers, as indicated below. Capital loss carryovers are available to offset future realized capital gains to the extent provided in the Internal Revenue Code and regulations

thereunder. To the extent that these carryover losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income.

16

Notes to Financial Statements June 30, 2011 (unaudited)

During the year ended December 31, 2010, the Fund utilized $15,410,139 of prior year capital loss carryovers.

Amount	Expires
$16,946,275	12/31/2017

These amounts will be available to offset future taxable capital gains. Under the recently enacted Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

Any net capital and currency losses incurred after October 31, within the Fund’s tax year, are deemed to arise on the first day of the Fund’s next tax year if the Fund so elects to defer such losses.

The Fund did not defer any post-October losses for the year ended December 31, 2010.

The tax composition of distributions paid during the years ended December 31, 2010 and December 31, 2009 were as follows:

	Ordinary Income		Long-Term Capital Gains		Return of Capital		Total
2010	$	1,190,970	$	—	$	—	$	1,190,970
2009	$	2,058,769	$	—	$	895,211	$	2,953,980

Distributions to Shareholders The Fund declares and pays any dividends from net investment income annually. The Fund declares and pays any net realized capital gains in excess of capital loss carryforwards distributions annually. The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences include (but are not limited to) distributions from Real Estate Investment Trusts (REITS), and losses deferred due to wash sale transactions. Reclassifications due to permanent book/tax differences are made to the Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on the net asset value of the Fund. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments.

The reclassifications for the year ended December 31, 2010 were as follows:

Undistributed Net Investment Income	Accumulated Net Realized Gain	Paid in Capital
$(175,573)	$573,079	$(397,506)

17

Special Meeting of Shareholders — Voting Results (unaudited)

On April 1, 2011, the GE Investments Funds, Inc. (the “Company”) held a special meeting of shareholders of each series portfolio of the Company, including shareholders of the Real Estate Securities Fund (the “Fund”). Shareholders of record on January 28, 2011 were entitled to vote on the proposals. For each proposal, except Proposal 1, shareholders voted on a fund-by-fund basis. For Proposal 1, shareholders of all funds voted together and not by fund or share class. At the meeting, all proposals were approved by the Fund and the following votes were recorded:

Proposal 1:

Election of Mr. R. Sheldon Johnson and Mr. Matthew J. Simpson as Directors to the Board of Directors of the Company.

Company votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		451,517,094.582		90.054	%		96.126	%
Abstain		18,195,810.391		3.629	%		3.874	%
Total		469,712,904.973		93.683	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		451,949,730.789		90.140	%		96.218	%
Abstain		17,763,174.184		3.543	%		3.782	%
Total		469,712,904.973		93.683	%		100.000	%

Fund votes:

	No. of Shares		% of Outstanding Shares			% of Shares Present
		Mr. R. Sheldon Johnson
Affirmative		6,553,076.166		88.720	%		94.539	%
Abstain		378,550.552		5.125	%		5.461	%
Total		6,931,626.718		93.845	%		100.000	%
		Mr. Matthew J. Simpson
Affirmative		6,618,119.023		89.601	%		95.477	%
Abstain		313,507.695		4.244	%		4.523	%
Total		6,931,626.718		93.845	%		100.000	%

Proposal 3:

Approval of the following changes in certain of the Fund’s investment policies, as follows:

A. Amendment of the Fund’s investment policy on senior securities.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		6,218,964.231		84.197	%		89.719	%
Against		321,036.738		4.346	%		4.631	%
Abstain		391,625.749		5.302	%		5.650	%
Broker Non-votes		—		—			—
Total		6,931,626.718		93.845	%		100.000	%

18

Special Meeting of Shareholders — Voting Results (unaudited)

C. Amendment of the Fund’s investment policy on making loans.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		6,223,369.757		84.257	%		89.782	%
Against		355,781.358		4.816	%		5.133	%
Abstain		352,475.603		4.772	%		5.085	%
Broker Non-votes		—		—			—
Total		6,931,626.718		93.845	%		100.000	%

D. Amendment of the Fund’s investment policy on borrowing.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		6,170,521.109		83.541	%		89.020	%
Against		407,911.585		5.523	%		5.885	%
Abstain		353,194.024		4.781	%		5.095	%
Broker Non-votes		—		—			—
Total		6,931,626.718		93.845	%		100.000	%

F. Amendment of the Fund’s investment policy on concentration of investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		6,283,876.392		85.076	%		90.655	%
Against		298,807.711		4.045	%		4.311	%
Abstain		348,942.615		4.724	%		5.034	%
Broker Non-votes		—		—			—
Total		6,931,626.718		93.845	%		100.000	%

G. Amendment of the Fund’s investment policy on investments in commodities and its reclassification from a non-fundamental policy to a fundamental policy.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		6,198,101.192		83.914	%		89.418	%
Against		367,783.774		4.980	%		5.306	%
Abstain		365,741.752		4.951	%		5.276	%
Broker Non-votes		—		—			—
Total		6,931,626.718		93.845	%		100.000	%

J. Amendment of the Fund’s investment policy on real estate investments.

	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		6,247,140.752		84.578	%		90.125	%
Against		340,078.839		4.605	%		4.906	%
Abstain		344,407.127		4.662	%		4.969	%
Broker Non-votes		—		—			—
Total		6,931,626.718		93.845	%		100.000	%

19

Additional Information (unaudited)

Information about Directors and Executive Officers:

The business and affairs of the Funds are managed under the direction of the Funds’ Board of Directors. Information pertaining to the Directors and officers of the Funds is set forth below.

Interested Directors and Executive Officers

Michael J. Cosgrove

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    62

Position(s) Held with Fund    Chairman of the Board and President

Term of Office and Length of Time Served    Until successor is elected and qualified — 14 years

Principal Occupation(s) During Past 5 years    President and Chief Executive Officer — Mutual Funds and Intermediary Business at GEAM since March 2007; Executive Vice President of GEAM from February 1997 to March 2007; Vice President, GE Capital Corporation, an indirect wholly-owned subsidiary of GE, since December 1999; Executive Vice President — Mutual Funds of GEAM, a wholly-owned subsidiary of GE that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, since March 1993; President and Director of GE Investment Distributors, Inc., since June 2011. Director of GEAM since 1988.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Chairman of the Board and President of GE Institutional Funds since 1997; Trustee of Elfun Funds, GE Savings & Security Funds, General Relief and Loan Fund and General Electric Pension Trust since 1988; Trustee of Fordham University from 2002 to June 30, 2010 and since July 2011; Trustee of GE Volunteers since 1993; Director of GE Foundation; Director, GE Asset Management (Ireland) Limited, since February 1999, GE Asset Management Funds Plc since 1998, GE Asset Management Canada Company since 1998, GE Asset Management Limited since 1998 and GEAM since 1988; Chairman of the Board and President of GE Funds from 1993 to February 2011.

Matthew J. Simpson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    50

Position(s) Held with Fund    Director and Executive Vice President

Term of Office and Length of Time Served    Until successor is elected and qualified – 3 years

Principal Occupation(s) During Past 5 years    Executive Vice President, General Counsel and Secretary of GEAM since July 2007; Senior Vice President and General Counsel — Marketing and Client Services (formerly Asset Management Services) at GEAM and Senior Vice President and General Counsel of GE Asset Management Services from February 1997 to July 2007; Vice President and Associate General Counsel of GEAM from October 1992 to February 1997; Secretary of GE Funds from 1993 to July 2007 and Vice President from September 2003 to July 2007; Secretary of GE Institutional Funds and GE Investments Funds, Inc. from 1997 to July 2007; Secretary of Elfun Funds and GE Savings & Security Funds since July 2007; Assistant Secretary of Elfun Funds and GE Savings & Security Funds from 1998 to July 2007 and Vice President from October 2003 to July 2007.

Number of Portfolios in Fund Complex Overseen by Director    28

Other Directorships Held by Director    Trustee of Elfun Funds, GE Savings & Security Funds and General Electric Pension Trust since July 2007; Trustee of GE Institutional Funds since April 2011 and Trustee of GE Funds from July 2007 to February 2011.

20

Additional Information (unaudited)

Joon Won Choe

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    41

Position(s) Held with Fund    Vice President & Secretary

Term of Office and Length of Time Served    Until successor is elected and qualified — Vice President and Secretary — less than 1 year

Principal Occupation(s) During Past 5 years    Senior Vice President and Deputy General Counsel at GEAM since March 2011; Senior Vice President and Associate General Counsel at GEAM from June 2010 to March 2011; Vice President and Associate General Counsel at GEAM from November 2005 to June 2010; Vice President and Secretary of GE Institutional Funds and GE Investments Funds, Inc. since September 2010; Vice President and Assistant Secretary of Elfun Funds and GE Savings & Security Funds since September 2010.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Robert Herlihy

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    43

Position(s) Held with Fund    Chief Compliance Officer

Term of Office and Length of Time Served    Until successor is elected and qualified — 5 years

Principal Occupation(s) During Past 5 years    Chief Compliance Officer of GEAM, GE Institutional Funds, Elfun Funds, and GE Savings and Security Funds since July 2005; Chief Compliance Officer of GE Funds from July 2005 to February 2011; and Manager of Fund Administration at GEAM from 2002-2005.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

Arthur A. Jensen

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    44

Position(s) Held with Fund    Treasurer

Term of Office and Length of Time Served    Until successor is elected and qualified — less than 1 year

Principal Occupations(s) During Past 5 Years    Treasurer of GE Institutional Funds, Elfun Funds and GE Savings and Security Funds since June 2011; Mutual Funds Controller of GEAM since April 2011; Senior Vice President at Citigroup from 2008 to 2010 and Vice President at JPMorgan from 2005 to 2008.

Number of Portfolios in Fund Complex Overseen by Officer    N/A

Other Directorships Held by Officer    N/A

21

Additional Information (unaudited)

Non-Interested Directors

John R. Costantino

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    65

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified — 14 years

Principal Occupation(s) During Past 5 years    General Partner, NGN Capital LLC since 2006; Managing Director, Vice President of Walden Capital Management since 1996.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Director of GE Institutional Funds since 1997; Trustee of Fordham University from 1989-1995 and 2001-2007 and Trustee Emeritus since 2007; Trustee of Neuroscience Research Institute since 1986; Trustee of GE Funds from 1993 to February 2011; Trustee of Gregorian University Foundation from 1992-2007; Director of Artes Medical from 2006-2008.

R. Sheldon Johnson

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    64

Positions(s) Held with Fund    Director

Term of office and Length of Time served    Unit Successor is elected and qualified — less than 1 year.

Principal Occupation(s) During Past 5 years    Managing Director at Morgan Stanley & Co.,Inc. from 1988 to 2006; Head of Global Institutional Equity Sales and Marketing at Morgan Stanley & Co., Inc. from 2002 to 2006.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since April 2011 and Trustee of St. Lawrence University since 2003.

Robert P. Quinn

Address    c/o GEAM 3001 Summer St. Stamford, CT 06905

Age    75

Position(s) Held with Fund    Director

Term of Office and Length of Time Served    Until successor is elected and qualified – 14 years

Principal Occupation(s) During Past 5 years    Retired since 1983 from Salomon Brothers Inc.

Number of Portfolios in Fund Complex Overseen by Director    20

Other Directorships Held by Director    Trustee of GE Institutional Funds since 1997; Trustee of St. Francis Hospital since 1980; and Trustee of GE Funds from 1993 to February 2011.

The Statement of Additional Information for the Funds includes additional information about the Directors and Officers and is available, without charge, upon request by calling 1-800-242-0134.

22

Investment Team (unaudited)

Investment Adviser and Administrator

GE Asset Management Incorporated

Board of Directors

Michael J. Cosgrove, Chairman

John R. Costantino

R. Sheldon Johnson*

Robert P. Quinn

Matthew J. Simpson

Secretary

Joon Won Choe

Assistant Secretary

Michelle Matzelle

Treasurer

Arthur A. Jensen (effective June 6, 2011)

Assistant Treasurer

Casey Yantosca

Distributor

GE Investment Distributors, Inc.

Member FINRA and SIPC

Custodian

State Street Bank & Trust Company

Officers of the Investment Adviser

Dmitri Stockton, President and Chief Executive Officer (since May 2011)†

Cheryl H. Beacock, Senior Vice President, Human Resources

George A. Bicher, Chief Risk Officer

Paul M. Colonna, President and Chief Investment Officer – Fixed Income Investments

Michael J. Cosgrove, President and Chief Executive

Officer – Mutual Funds & Intermediary Business

Ralph R. Layman, President and Chief Investment Officer – Public Equity Investments

Maureen B. Mitchell, President – Institutional Sales and Marketing

Matthew J. Simpson, Executive Vice President, General Counsel and Secretary

Don W. Torey, President – Alternative Investments

John J. Walker, Executive Vice President, Chief Operating Officer

David Wiederecht, President and Chief Investment Officer – Investment Strategies

Tracie A. Winbigler, Executive Vice President, Chief Financial Officer (since January 2011)

* Mr. Johnson was elected as a Director of the Funds effective April 1, 2011.

† Effective May 1, 2011, Mr. Stockton replaced James W. Ireland as President and Chief Executive Officer.

At GE Asset Management, we’re dedicated to providing the investment options you’ll need to tailor your financial portfolio to every stage of your life. Each member of the GE Family of Funds is managed according to the same principles of integrity and quality that have guided GE over the past century, and have made it the world-class company that it is today. Each fund draws strength from a heritage of investment management experience that spans more than 80 years. Whether you’re creating a new investment portfolio or adding to an established one, the GE Family of Funds offers an array of professionally managed investment options that will help you meet a lifetime of financial needs.

23

Investment Adviser

GE Asset Management Incorporated

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

Distributor

GE Investment Distributors, Inc.

member FINRA and SIPC

3001 Summer Street

PO Box 7900

Stamford, CT 06904-7900

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities is available without charge (i) upon request, by calling 1-800-493-3042; (ii) on the Fund’s website at http://www.geam.com; and (iii) on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC—information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at http://www.geam.com; and (ii) on the Commission’s website at http://www.sec.gov.

ITEM 2. CODE OF ETHICS.

Applicable only to an annual filing.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Applicable only to an annual filing.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Applicable only to an annual filing.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

Applicable only to an annual filing.

ITEM 6. SCHEDULE OF INVESTMENTS.

Attached as part of ITEM 1.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Applicable only to Closed-End Management Investment Companies.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Applicable only to Closed-End Management Investment Companies.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Applicable only to Closed-End Management Investment Companies.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No material changes.

ITEM 11. CONTROLS AND PROCEDURES.

The officers providing the certifications in this report in accordance with Rule 30a-3 under the Investment Company Act of 1940 have concluded, based on their evaluation of the registrant’s disclosure controls and procedures (as such term is defined in such rule),

that such controls and procedures are adequate and reasonably designed to achieve the purpose described in paragraph (c) of such rule.

There were no significant changes in the registrant’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their last evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 12. EXHIBITS.

(a) Not applicable.

(b) Attached hereto as Exhibit 1 and Exhibit 2 are the Certifications of Michael J. Cosgrove and Arthur A. Jensen as principal executive officer and principal financial officer, respectively, as required by Rule 30a-2 under the Investment Company Act of 1940.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

GE INVESTMENTS FUNDS, INC

By:	/s/ Michael J. Cosgrove
	Michael J. Cosgrove
	Chairman, GE Investments Funds, Inc.

Date: August 23, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Michael J. Cosgrove
	Michael J. Cosgrove
	Chairman, GE Investments Funds, Inc.

Date: August 23, 2011

By:	/s/ Arthur A. Jensen
	Arthur A. Jensen
	Treasurer, GE Investments Funds, Inc.

Date: August 23, 2011

EXHIBIT INDEX

(b)(1) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2 under the Investment Company Act of 1940.

(b)(2) Certification of principal executive officer and principal financial officer as required by Section 906 of the Sarbanes-Oxley Act of 2002.