UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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

Check the appropriate box:

SSgAElfun Diversified Fund

Elfun Government Money Market Fund

Elfun Income Fund

Elfun International Equity Fund

ElfunTax-Exempt Income Fund

Elfun Trusts

SSGA Funds

State Street Institutional Investment Trust

State Street Master Funds

State Street Navigator Securities Lending Trust

(Name of Registrant as Specified inIn Its Charter)

N/A

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

Payment of Filing Fee (Check the appropriate box):

SSgA FundsELFUN DIVERSIFIED FUND

State Street Financial CenterELFUN GOVERNMENT MONEY MARKET FUND

ELFUN INCOME FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUNTAX-EXEMPT INCOME FUND

ELFUN TRUSTS

SSGA FUNDS

STATE STREET INSTITUTIONAL INVESTMENT TRUST

STATE STREET MASTER FUNDS

STATE STREET NAVIGATOR SECURITIES LENDING TRUST

One LincolnIron Street

Boston, Massachusetts 02111-290002210

1-800-997-7327

November 1, 20135, 2018

Dear Shareholder,

You are cordially invited to attend a combined special meeting (“Special Meeting”) of the shareholders of SSgAElfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, ElfunTax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, and State Street Navigator Securities Lending Trust (each, a “Trust” or collectively, the “Trusts”), to be held at 9:1:00 a.m.p.m., local time, on December 19, 201318, 2018 at Lafayette Corporate Center, Blackwell Theater, 2nd Floor, 2 Avenue de Lafayette, Boston, Massachusetts 02111-1750. You are being asked to vote on a numberthe offices of proposals related to your fund(s) that are intended to simplify and standardize the governance system, fee and expense structure, governing documents and investment policies of certain of the funds managed by SSgASSGA Funds Management, Inc. (“SSgASSGA FM” or the “Adviser”). Those proposals are described in, One Lincoln Street, Boston, Massachusetts 02111.

At the accompanying proxy statement, whichSpecial Meeting, you should read carefully.For the reasons discussed in the enclosed materials, the Board of Trustees of your fund(s) unanimously recommends that you vote “FOR” all proposals.

Shareholders are being asked to vote for the election of trustees.Trustees of your Trust(s). Election of all of the nominees is expected towill have the effect of aligningbringing the membership of the boards of trustees of many of the mutual funds managed by SSgASSGA FM into greater alignment and is expected to promote increased transparencyenhance efficiency and effective communicationsprovide cost savings and greater consistency in the operations and management among and between the trusteesTrusts managed by SSGA FM. The Board of Trustees of your Trust(s) unanimously recommends for each Trust it oversees that you vote “FOR” each of the funds managed by SSgA FM, enhanced governance capability, efficiency and potential long-term cost savings.nominees included in the applicable Proposal.

You areShareholders may also beingbe asked to vote on severaltransact such other proposalsbusiness, not currently contemplated, that would standardize fund documents, operations and policies across many mutual funds managed by SSgA FM. These include proposals to:

The proposals you are being asked to consider are being proposed in an effort to enhancemay properly come before the quality and cost efficiency of services delivered for the benefit of your fund(s). The proposals are also intended to increase the funds’ flexibility to respond to changesSpecial Meeting or any adjournment(s) or postponement(s) thereof, in the regulatory and economic landscape and marketplace. Your board members unanimously recommend that you approvediscretion of the adoption of all these proposals.proxies or their substitutes.

All shareholders are cordially invited to attend the special meetingSpecial Meeting in person. You can access proxy materials and vote at www.proxyvote.com. Details regarding the matters to be acted upon at this special meetingSpecial Meeting are described in the Proxy Statement. Formal notice of the special meetingSpecial Meeting appears after this letter,on the next page, followed by the Proxy Statement.

Your vote is important regardless of the number of shares you own. To avoid the added cost offollow-up solicitations and possible adjournments, please read the Proxy Statement and cast your vote via the Internet or telephone by following the instructions in the Proxy Statement and at www.proxyvote.com, or you may vote by signing, voting and returning your proxy ballot in the envelope provided. Your prompt vote via Internet, telephone or execution and return of the enclosed proxy card is requested.

If you attend the special meeting,Special Meeting, you may vote in person even if you have previously returned your proxy ballot or have voted via the Internet or by telephone. Please review the instructions for each voting option described in the Proxy Statement. Your prompt cooperation will be greatly appreciated.

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We appreciate your participation and prompt response in this matter and thank you for your continued support.

Sincerely,

Ellen M. Needham

President, Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, ElfunTax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, and State Street Navigator Securities Lending Trust

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Important Information to Help You Understand and Provide Voting Instructions on the Proposals

The following Q&A is provided to assist you in understanding the proposals. Each of theThe proposals isare described in greater detail in the enclosed proxy statement. Please read the full text of the proxy statement. Your voting instructions are important.

Why am I receiving this proxy statement?

You are receiving these proxy materials — which include the proxy statement and your proxy card — because you have the right to vote on an important proposalsproposal concerning SSgA Funds (“SSgA Funds”one or the “Trust”) and its series, SSgA Money Marketmore of Elfun Diversified Fund, SSgA Prime Money Market Fund, SSgA U.S.Elfun Government Money Market Fund, SSgA U.S. TreasuryElfun Income Fund, Elfun International Equity Fund, ElfunTax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, and State Street Navigator Securities Lending Trust (each, a “Trust” or collectively, the “Trusts”). Each proposal is described below.

Throughout this proxy statement, unless the proxy statement or context indicates otherwise, the terms “Trust” or “Trusts” include Elfun Diversified Fund, Elfun Government Money Market Fund, SSgA High Yield BondElfun Income Fund, SSgA Dynamic Small CapElfun International Equity Fund, SSgA Clarion Real EstateElfunTax-Exempt Income Fund, SSgA IAM SHARES Fund, SSgA S&P 500 Index Fund, SSgA Enhanced Small Cap Fund, SSgA Emerging Markets FundElfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, and SSgA International Stock Selection Fund (eachState Street Navigator Securities Lending Trust; the terms “Fund” or “Funds” include the constituent funds or series of each of SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, and State Street Navigator Securities Lending Trust and each other Trust that is organized as a “Fund”single fund; the terms “Board” or “Board of Trustees” include the Board of Trustees of each of the Trusts; and together the “Funds”). Eachterms “Trustee” or “Trustees” include the Trustees of these proposals is described below.each of the Trusts.

What proposals am I being asked to vote on?

All shareholders willDepending on the Trusts in which you have an interest, you may be asked to provide voting instructions on the following proposals:proposals for one or more Trusts:

three (3) nominees as Trustees of State Street Navigator Securities Lending Trust: John R. Costantino, Ellen M. Needham, and Donna M. Rapaccioli.

How does the Board recommend that I vote?

The Board of each of the Trusts unanimously recommends that shareholders vote FOR eachthe election of the proposals.all nominees.

How do I provide voting instructions?

By telephone: Call the toll-free number printed on your proxy card(s) and followingfollow the recorded instructions.

On-line:On-line:Visit www.proxyvote.com and followingfollow theon-line instructions.

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By mail: Complete and sign the enclosed proxy card(s) and mail it (them) in the enclosed postage-paid return envelope.

A number of the Proposals are intended to provide greater flexibility to the Funds’Each Board of Trustees and management in operating the Funds. In some cases, the changes result in the removal of voting rights that shareholders currently have. The Board of Trustees and management of the FundsTrusts believe that each of the ProposalsProposal is in the best interests of each of the Funds.

Proposal 1. To Elect a Board of Trustees.Trusts as applicable.

What are shareholders being asked to do?

YouShareholders are being asked to elect Trustees of the Trusts in order to consolidate oversight of the Funds by bringing the membership of the Boards of Trustees of the Trusts and boards of other registered investment companies advised by SSGA FM into greater alignment with one another. This will result in each of the Funds being largely overseen by the same group of Trustees. All but one of the nominees currently serve as Trustees of a subset of the Trusts or serve on boards of other registered investment companies advised by SSGA FM, and the one nominee who is not already on a Board is currently the President of several of the Trusts. Shareholders are also being asked to elect those Trustees who currently serve on the Board of Trustees of your Trust which includesone or more Trusts as a result of being appointed by a Board between shareholder meetings. Upon election, all of the nominees would serve on the applicable Board(s) with other existing Trustees of your Fund(s) as well as certain of the current Trustees of other funds sponsoredwho have previously been elected by the Adviser.

Approval is also being sought from shareholders of the funds in two other trusts in the SSgA FM fund complex, State Street Institutional Investment Trust and State Street Master Funds (each an “SSgA FM Trust” and, together with SSgA Funds, the “SSgA FM Trusts”), to elect the same nominees to theapplicable Trust(s).

Why does my Trust’s Board of Trustees for those SSgA FM Trusts. recommend this proposal?

The Board of Trustees of each of the Trust and the other SSgA FM Trustshas separately has determined that it is in the best interests of each fundFund in the applicable SSgA FM Trust to consolidate oversight of the fundsFunds and other registered investment companies advised by aligningSSGA FM by bringing the membership of the Boards of Trustees of the SSgA FM Trusts and such other funds into greater alignment with one another so that the funds are overseen by the same group of trustees.

Why does my Fund’s Board recommend this proposal?

another. Your Fund’sTrust’s Board believes that a consolidated board structure will benefit each Fund in the Trust and the other funds in the SSgA FM Trusts by, among other things, promoting: (i) transparency and effective communications among the trustees of the SSgA FM Trusts and other funds, consistent with preserving the quality of the decision-making by the Trustees, (ii) enhanced effectiveness of board oversight of the Funds, and the other funds in the SSgA FM Trusts, their management and other service providers and (iii) a more efficient and effective use of resources by management, which may enhance management’s productivity and lead to long-term cost savings for the Funds.management. Additionally, your Fund’seach Trust’s Board believes that your Fundthe Trust would benefit from the diversity of background and experience of the nominees.

Will a majority of the Trustees be independent of SSgASSGA FM?

Yes, if all of the nominees are elected, eight (8)the majority of the ten (10) Trustees of your Fund(s) wouldeach Trust will be independent of SSgASSGA FM.

Proposal 2. To Approve an Amended and Restated Master Trust Agreement.

Why are you proposing this change?

The Trust’s Master Trust Agreement is the document that governs the corporate actions of the Funds. It sets forth, among other things, details regarding the organization of the Funds, shareholder rights, powers of the board and the characteristics of Fund shares. The proposed Amended and Restated Master Trust Agreement includes a number of provisions intended to make the administration of the Funds more efficient and to provide more flexibility for the operations of the Funds. For example, the proposed Amended and Restated Master Trust Agreement would eliminate the requirement that shareholders vote to authorize certain matters related to the Funds, all within the limits of applicable law. Shareholders of other mutual funds advised by SSgA FM are also expected to consider adopting the same form of declaration of trust, modified as appropriate, so that, if approved by shareholders, all of those mutual funds would operate under the same form of declaration of trust as the Trust to promote efficiency and provide other potential benefits as described in this Proxy Statement.

What effect would the adoption of the Amended and Restated Master Trust Agreement have on my Fund?

A description of certain material differences between your Fund’s current Master Trust Agreement and the proposed Amended and Restated Master Trust Agreement is set forth in Proposal 2 of the attached proxy statement. Adoption of the proposed Amended and Restated Master Trust Agreement would not alter in any way the Trustees’ existing fiduciary obligations to act with due care and in the shareholders’ interests, nor will your Funds’ current investments or investment policies change by virtue of the adoption of the Amended and Restated Master Trust Agreement.

The Amended and Restated Master Trust Agreement would, among other things, authorize the Trustees, under certain circumstances, to approve the reorganization of a Fund with another mutual fund without shareholder approval. Such mergers are permitted without a vote of shareholders under various circumstances pursuant to an existing SEC rule. The Board has not approved or considered any such merger. However, SSgA FM has informed the Board that it expects in the future potentially to recommend that one or more of the Funds be combined with other comparable funds managed by the Adviser. The Board would consider any such proposal on

its merits. Should shareholders approve the Amended and Restated Master Trust Agreement, shareholders would not have the ability under the Amended and Restated Master Trust Agreement to vote on any such combination(s).

Proposal 3. To Approve an Amended and Restated Rule 12b-1 Plan.

Why are you proposing this change?

Each class of shares offered by a Fund may make payments pursuant to a separate distribution plan under Rule 12b-1 promulgated under the Investment Company Act of 1940, as amended. The proposed Amended and Restated Plan of Distribution would revise and clarify a number of provisions of the plans. Among other things, it would make each plan a “compensation” plan, so that payments made pursuant to the plan might be used to compensate the Funds’ distributor or others for their distribution services to the Funds, rather than simply provide reimbursement for expenses incurred. The Amended and Restated Plan of Distribution would not change the maximum amounts payable under any of the plans.

What is the effect of the proposed change?

The proposed Amended and Restated Plan of Distribution will allow the Funds to provide compensation to the distributor and others for their distribution services to the Funds, not limited to reimbursement of expenses. It will also provide the Board and State Street Global Markets, LLC, the Funds’ Distributor, enhanced flexibility in designing and implementing distribution and shareholder servicing arrangements to respond to changes in the marketplace. The maximum amount payable under the proposed plan is the same as the maximum amount that can be spent for distribution under the existing plans with respect to Institutional Class and Select Class shares.

Proposal 4. To Change or Eliminate Certain Fundamental Investment Restrictions.

What is the purpose of these proposed changes?

Generally, the purpose of these proposed changes is to increase a Fund’s investment flexibility by removing what the Adviser believes to be outdated, and/or unnecessarily restrictive policies, and to reduce administrative and compliance burdens on the Funds and SSgA FM by simplifying these fundamental investment restrictions and bringing them more closely in line with those of other funds in the SSgA FM Trusts.

Will these changes result in changes to my Fund’s investment approach?

No. SSgA FM has informed the Trustees that it does not currently anticipate any changes in the way the Funds are managed as a result of these proposed changes. Shareholder approval now of a change to, or elimination of, a fundamental investment restriction will eliminate the need for a Fund to solicit shareholder approval in the future to adapt to changing circumstances.

As discussed in greater detail below in Section 4.P of Proposal 4, elimination of the investment restriction that prohibits certain Funds from investing in other investment companies could enable certain Funds to be operated in a “fund of funds” or “master-feeder” structure in the future. If that were to occur, the registration statement of the Fund would be modified accordingly. Additionally, approval of this Proposal, and others in this proxy statement, could ultimately facilitate a transaction in which your Fund reorganizes or merges with or into another similarly managed fund advised by SSgA FM or an affiliate, upon approval by the Board.

How will these changes benefit me as a shareholder?

SSgA FM, and the Board, believe that maintaining the current fundamental investment restrictions could prevent the Funds from taking advantage of investment opportunities and/or responding to changing regulations in the future — at least without incurring the delays and costs that would be associated with seeking shareholder approval — and that as a result the changes have the potential to benefit both the Funds and their shareholders. If shareholders vote now to approve the proposed changes to a Fund’s fundamental investment restrictions, shareholders will not have

the right to vote in the future prior to a Fund engaging in an investment practice newly permitted by the Fund’s revised fundamental investment restrictions. Alignment of the Funds’ investment restrictions with each other and with those of other mutual funds managed by SSgA FM would increase the likelihood that the Funds will qualify to participate in merger transactions without shareholder approval under an existing SEC rule (in a case where a Fund qualifies to participate in a merger transaction without shareholder approval, shareholders would not be asked to vote on the merger).

Proposal 5. To Make Certain Funds’ Fundamental Investment Objectives Non-Fundamental.

How will this change benefit me as a shareholder?

Making this change will empower the Trustees to approve changes to a Fund’s investment objective in the future without the delay and expense of a shareholder vote. If this proposal is approved, shareholders will not have the right to vote on any future change to an affected Fund’s investment objective.

If approved, will SSgA FM be proposing changes to the Funds’ investment objectives?

No, SSgA FM has no present intention of proposing that the Trustees consider changing any affected Fund’s investment objective. If the Trustees were ever to approve a change to a Fund’s investment objective, shareholders would receive advance notice and the Prospectus would be modified accordingly.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

OF

SSgA FundsELFUN DIVERSIFIED FUND

State Street Financial CenterELFUN GOVERNMENT MONEY MARKET FUND

ELFUN INCOME FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUNTAX-EXEMPT INCOME FUND

ELFUN TRUSTS

SSGA FUNDS

STATE STREET INSTITUTIONAL INVESTMENT TRUST

STATE STREET MASTER FUNDS

STATE STREET NAVIGATOR SECURITIES LENDING TRUST

One LincolnIron Street

Boston, Massachusetts 02111-290002210

1-800-997-7327

Scheduled for December 19, 201318, 2018

To the Shareholders:

NOTICE IS HEREBY GIVEN of a combined special meeting (the “Special Meeting”) of the shareholders of SSgA Funds (“SSgA Funds” or the “Trust”), which includes the shareholders of the different portfolio series of the Trust, currently designated as: SSgA Money MarketElfun Diversified Fund, SSgA Prime Money Market Fund, SSgA U.S.Elfun Government Money Market Fund, SSgA U.S. Treasury Money MarketElfun Income Fund, SSgA High Yield BondElfun International Equity Fund, SSgA Dynamic Small CapElfunTax-Exempt Income Fund, SSgA Clarion Real Estate Fund, SSgA IAM SHARES Fund, SSgA S&P 500 Index Fund, SSgA Enhanced Small Cap Fund, SSgA Emerging Markets FundElfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, and SSgA International Stock Selection Fund (each a “Fund” and together the “Funds”), toState Street Navigator Securities Lending Trust.

The Special Meeting will be held at 9:1:00 a.m.p.m., local time, on December 19, 201318, 2018 at Lafayette Corporate Center, Blackwell Theater, 2nd Floor, 2 Avenue de Lafayette,the offices of SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”), One Lincoln Street, Boston, Massachusetts 02111-1750.02111.

With respect to the applicable Funds,Trusts, as described in the Proxy Statement, the Special Meeting has been called to vote on the following proposals (each a “Proposal” and together the “Proposals”):

TheEach Board unanimously recommends that you vote “FOR” each ofProposal that applies to the Proposals.Trust it oversees.

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Shareholders of record as of the close of business on October 31, 2013,22, 2018 are entitled to notice of, and to vote or provide voting instructions at, the Special Meeting, and are also entitled to vote, or provide voting instructions, at any adjournments or postponements thereof.

Please read the Proxy Statement carefully for information concerning the Proposals to be placed before the Special Meeting. Regardless of whether you plan to attend the Special Meeting, we urge you to vote via the Internet at www.proxyvote.com or by telephone by following the instructions in the Proxy Statement and which instructions are also provided on that website, or by signing, voting and returning your proxy ballotballot(s) in the postage paid envelope so that a quorum will be present and a maximum number of shares may be voted. For specific instructions on how to vote your shares, please review the instructions for each of these voting options as detailed in the Proxy Statement. If you attend the Special Meeting, you may vote in person even if you have

previously returned your proxy ballot or have voted via the Internet or by telephone. Proxies may be revoked at any time before they are exercised by submitting a revised proxy, by giving written notice of revocation to the Trust or by voting in person at the Special Meeting.

By Order of the Boards of Trustees,

Ellen M. Needham

President, Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, ElfunTax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, and State Street Navigator Securities Lending Trust

November 5, 2018

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PROXY STATEMENT

November 1, 20135, 2018

SSgA FundsELFUN DIVERSIFIED FUND

State Street Financial CenterELFUN GOVERNMENT MONEY MARKET FUND

ELFUN INCOME FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUNTAX-EXEMPT INCOME FUND

ELFUN TRUSTS

SSGA FUNDS

STATE STREET INSTITUTIONAL INVESTMENT TRUST

STATE STREET MASTER FUNDS

STATE STREET NAVIGATOR SECURITIES LENDING TRUST

One LincolnIron Street

Boston, Massachusetts 02111-290002210

1-800-997-7327

Special Meeting of Shareholders

of SSgA Funds

Scheduled for

December 19, 201318, 2018

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SSgA FUNDS

PROXY STATEMENT

November 1, 2013

TABLE OF CONTENTS

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INTRODUCTION

SSgA Funds (“SSgA Funds” or the “Trust”) operates as a “series” investment company that issues shares representing interests in different portfolio series, currently designated as: SSgA Money MarketElfun Diversified Fund, SSgA Prime Money Market Fund, SSgA U.S.Elfun Government Money Market Fund, SSgA U.S. TreasuryElfun Income Fund, Elfun International Equity Fund, Elfun Tax-Exempt Income Fund, and Elfun Trusts: Each of the Trusts is a separate, diversifiedopen-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Elfun Trusts was organized as a common law trust in the State of New York on May 27, 1935. The Elfun International Equity Fund, the Elfun Income Fund, the ElfunTax-Exempt Income Fund, the Elfun Diversified Fund and the Elfun Government Money Market Fund SSgA High Yield Bond Fund, SSgA Dynamic Small Cap Fund, SSgA Clarion Real Estate Fund, SSgA IAM SHARES Fund, SSgA S&P 500 Index Fund, SSgA Enhanced Small Cap Fund, SSgA Emerging Markets Fundwere organized as common law trusts in the State of Connecticut on May 15, 1987, December 22, 1982, March 14, 1977, June 1, 1987 and SSgA International Stock Selection Fund (eachJuly 15, 1989, respectively.

SSGA Funds, State Street Institutional Investment Trust, and State Street Master Funds: Each of the Trusts is a “Fund”separateopen-end management investment company registered under the 1940 Act. Each of SSGA Funds, State Street Institutional Investment Trust, and State Street Master Funds is a single legal entity that was organized as a Massachusetts business trust on October 3, 1987, February 16, 2000, and July 27, 1999, respectively. Each Trust offers shares of beneficial interest in its constituent funds, as described in the applicable prospectus. Shareholders of each Trust’s constituent funds voting together as a single class are entitled to vote on the “Funds”).election of Trustees of the Trust.

State Street Navigator Securities Lending Trust: The Trust is a separateopen-end management investment company registered under the 1940 Act. State Street Navigator Securities Lending Trust is a single legal entity that was organized as a Massachusetts business trust on June 15, 1995. The Trust offers shares of beneficial interest in its constituent funds, as described in the applicable confidential offering memorandum. Shareholders of the Trust’s constituent funds voting together as a single class are entitled to vote on the election of Trustees of the Trust.

Why is the Special Meeting being held?

A special meeting (the “Special Meeting”) of shareholders of Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, ElfunTax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, and State Street Navigator Securities Lending Trust (each a “Trust” or, collectively, the Trust will be held at 9:“Trusts”) is scheduled for 1:00 a.m.p.m., local time on December 19, 201318, 2018 at Lafayette Corporate Center, Blackwell Theater, 2nd Floor, 2 Avenue de Lafayette,the offices of SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”), One Lincoln Street, Boston, Massachusetts 02111-175002111 for the following purposes (each a “Proposal” and together the “Proposals”). This proxy statement and the accompanying notice and the proxy ballot are first being mailed to shareholders on or about November 8, 2013.purposes:

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How would approval of each proposal affect the composition of each Board?

Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, Elfun Tax-Exempt Income Fund, and Elfun Trusts: After the Special Meeting and the other Board

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Why did you send me this booklet?

This booklet includes a proxy statement (“Proxy Statement”) which. It provides you with information you should review before providing voting instructions on the matters listed above and in the Notice of Special Meeting. The words “you” and “shareholder” are used in this Proxy Statement to refer to the person or entity that has voting rights or is being asked to provide voting instructions in connection with the shares.

Who is asking for my vote?

The Board of Trustees (“Board” or “Board of Trustees”) of each Trust has sent a Proxy Statement to you and all other shareholders of record who have a beneficial interest in the TrustFunds as of the close of business on October 22, 2018 (“Record Date”). The Board is soliciting your vote for a Special Meeting of shareholders of the Trust.Trusts.

Who is eligible to vote?

Shareholders holding an investment in shares of any of the Funds as of the close of business on October 31, 2013 (“the Record Date”)Date are eligible to vote. Each share of each class of the Funds is entitled to one vote and fractional shares are counted as a fractional vote.

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How do I vote?

Shareholders maycan vote via Internet voting, through telephone touch-tone voting, by signing and returning a proxy ballot,Proxy Ballot, or by attending the Special Meeting in person and voting. To vote by telephone or Internet, follow

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the voting instructions as outlined inon the Notice of Internet Availability of Proxy Statement.Materials. These options require shareholders to input a control number, which is located on your proxy ballot.Notice of Internet Availability of Proxy Materials. After entering this number, shareholders will be prompted to provide their voting instructions on the Proposals.Proposal. Shareholders will have the opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call or Internet link. Shareholders who vote on the Internet, in addition to confirming their voting instructions prior to submission, may also request ane-mail confirming their instructions.

Shareholders whose shares are held by nominees, such as brokers, can vote their shares by contacting their respective nominee.

If a shareholder wishes to participate in the Special Meeting, but does not wish to give a proxy by telephone or Internet, the shareholder may request a Proxy Ballot by mail and submit the proxy ballotit by mail or attend the Special Meeting in person. Joint owners must each sign the proxy ballot.

Should shareholders require additional information regarding the Special Meeting, they may contact the Proxy Solicitor toll-free at 1-855-601-2251. (See “General Information” for more information on the Proxy Solicitor.)Ballot.

What vote is required?

Proposal 1, the electionShareholders of Trustees, requires a vote by shareholders of theeach Trust, including each Fund and class thereof, votingwill vote collectively as a single class on the election of each Nominee. TheWith respect to each Trust, the election of each Nominee must be approved by the affirmative vote of a plurality of the shares voting at the Special Meeting at which a quorum is present.

Proposal 2, the amendment and restatement of the current master trust agreement, must receive the affirmative Shareholders who vote of“FOR” a majority of the shares of the Trust entitled to vote at the Special Meeting. ShareholdersProposal will vote on Proposal 2 on a Trust-level basis.

Proposal 3, the amendment and restatement of the 12b-1 plans, requires a vote by each Fund, voting separately on a class-by-class, Fund-by-Fund basis. If a Fund does not offer multiple share classes, shareholders of the Fund will vote together as a single class. The proposal must be approved by a “vote of a majority of the outstanding voting securities” of the Fund or share class thereof, as applicable. The “vote of a majority of the outstanding voting securities” is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), as the lesser of the vote of (i) 67% or more of the voting securities of the Fund or share class entitled to vote on the Proposal present at the Special Meeting or represented by proxy, if more than 50% of the Fund’s or share class’s outstanding voting securities entitled to vote on the Proposal are present or represented by proxy; or (ii) more than 50% of the outstanding voting securities of the Fund or share class entitled to vote on the Proposal. If Proposal 3 is not approved by the shareholders of a class, the amended and restated 12b-1 plan for that class will not become effective and the current 12b-1 plan will remain in effect.

Proposal 4, the modernization and standardization of certain fundamental investment restrictions, requires a vote by shareholders of each Fund on each of Proposals 4.A through 4.Q if the Proposal affects their Fund, voting separately by Fund. Approval of each of Proposals 4.A through 4.Q with respect to a Fund requires the affirmative vote of a “majority of the outstanding voting securities” of that Fund, as defined in the 1940 Act and described above. To the extent multiple Proposals in Proposal 4 apply to the same Fund, the adoption of any of these Proposals is not contingent on the adoption of any other Proposal by shareholders of the Fund.

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Proposal 5, making the investment objective of certain Funds non-fundamental, requires a vote by each affected Fund, voting separately by Fund. Approval of this Proposal for a Fund requires the affirmative vote of a “majority of the outstanding voting securities” of that Fund, as defined in the 1940 Act and described above.FOR all nominees. THOSE SHAREHOLDERS WHO WISH TO WITHHOLD THEIR VOTE ON ANY SPECIFIC NOMINEE(S) MAY DO SO WHEN VOTING ON THE INTERNET OR VIA TELEPHONE OR ON THE PROXY BALLOT.

How does the Board recommend that I vote?

The Board unanimouslyof each Trust recommends that shareholders vote “FOR” eachthe election of the Proposals.all nominees.

When and where will the Special Meeting be held?

The Special Meeting is scheduled for 9:1:00 a.m.p.m., local time on December 19, 201318, 2018 at Lafayette Corporate Center, Blackwell Theater, 2nd Floor, 2 Avenue de Lafayette,the offices of the Adviser, One Lincoln Street, Boston, Massachusetts 02111-1750,02111, and, if the Special Meeting is adjourned or postponed, any adjournment(s) or postponement(s) of the Special Meeting will also be held at the above location. If you expect to attend the Special Meeting in person, please call Shareholder Services toll-free at1-800-647-7327.

How can I obtain more information about the Trust and the Funds?Trusts?

Should you have any questions about the Trust or the Funds,Trusts, please do not hesitate to contact Shareholder Services toll free at1-800-647-7327. The prospectuses, statementsstatement of additional information and other information regarding the Funds are available on the Internet at http://www.ssgafunds.com.

Important notice regarding availability of proxy materials for the Special Meeting to be held on December 19, 2013.18, 2018.

The Proxy Statement is available on the Internet at www.proxyvote.com. Additional information about each Fund is available in its Prospectuses, Statement of Additional Information, Semi-Annual Report, and Annual Report to shareholders. Copies of the Trust’sFunds’ Annual and unaudited Semi-Annual Reports have previously been mailed to shareholders. This Proxy Statement should be read in conjunction with the Annual and unauditedSemi-Annual Reports. You can obtain copies of the Prospectuses, Statement of Additional Information, Annual and unaudited Semi-Annual Reports of each Fund upon request, without charge, by writing to the applicable Trust at One LincolnIron Street, 22^nd Floor, Boston, Massachusetts 02111-2900,02210, by calling1-800-997-7327, or by visiting http://www.ssgafunds.com.

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PROPOSAL 1. ELECTION OF1

ELECT TRUSTEES FOR THE ELFUN FUNDS

This Proposal applies to all Funds.the following Trusts (the “Elfun Funds”):

Elfun Diversified Fund;

Elfun Government Money Market Fund;

Elfun Income Fund;

Elfun International Equity Fund;

ElfunTax-Exempt Income Fund; and

Elfun Trusts.

We are asking shareholders of the Trusteach Elfun Fund to elect ten (10) individuals (the “Nominees”)six (6) nominees as members of the Board of Trustees of that Elfun Fund, which Trustees, if elected, would serve on the Trust. FiveBoard with the three (3) previously shareholder-elected Trustees of the Elfun Funds. In connection with the election of the Nominees, aretwo current Trustees of the Elfun Funds—William L. Marshall and Douglas T. Williams—are scheduled to retire and another current Trustee, James E. Ross, is scheduled to step down.

The members of each Board considered the benefit to the Elfun Funds of calling a meeting of shareholders to elect the nominees at this time.

Who are the nominees to the Board?

The Board of Trustees of each Elfun Fund (the “Boards”) has nominated six (6) individuals (the “Nominees”) for election as Trustees of each Elfun Fund.

The Nominees are John R. Costantino, Michael F. Holland, Michael A. Jessee, Donna M. Rapaccioli, and Richard D. Shirk, each of whom is not an “interested person,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of any Elfun Fund (such individuals are commonly referred to as “Independent Trustees”), and Ellen M. Needham. Ms. Needham is an “interested person,” as defined in the 1940 Act, of each Elfun Fund because of her affiliation with State Street Global Advisors Trust Company, a wholly-owned subsidiary of State Street Bank and fiveTrust Company (“State Street”), which includes the personnel and operations of the Adviser (“SSGA”). Ms. Needham currently serves as Senior Managing Director of SSGA, the President of each Elfun Fund, and President of SSGA FM, investment adviser to each Elfun Fund.

If the Proposal is approved with respect to each Nominee, after the Special Meeting and other Board membership changes described below that are scheduled to occur in connection with the Special Meeting, each Board would consist of nine Trustees. Four of the six Nominees—Mses. Needham and Rapaccioli and Messrs. Holland and Costantino—would be added to these Boards. Two of the six Nominees—Messrs. Jessee and Shirk—currently serve on these Boards by appointment of the Trustees in between shareholder meetings, and would continue to serve as Trustees after election by shareholders. Three of the current Board members—Mses. La Porta and Spence and Mr. Riley—have previously been elected by shareholders and would continue to serve on these Boards alongside the Nominees after the Special Meeting. In connection with the election of the Nominees, who aretwo current Trustees of twothe Boards—William L. Marshall and Douglas T. Williams—are scheduled to retire and another current Trustee, James E. Ross, is scheduled to step down from each Board.

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Each Nominee has consented to serve as a Trustee and to being named in this Proxy Statement. If elected, each Nominee will serve as a Trustee for the lifetime of the applicable Elfun Fund or until his or her death, resignation, retirement or removal. If a Trustee sooner dies, resigns or retires, each Board may, in its discretion and subject to the 1940 Act, select another person to fill the vacant position.

Prior to taking action to nominate each of the Nominees, the NominatingSub-Committee of the Governance Committee (the “Nominating Committee”) of each Board reviewed the qualifications, experience and background of each of the Nominees. Some of the factors considered by the Nominating Committee included the following, among others: (1) the Nominee’s knowledge in matters relating to the mutual fund industry; (2) any experience possessed by the Nominee as a director or senior officer of other trustscompanies; (3) the Nominee’s educational background, reputation for high ethical standards, and professional integrity; (4) any specific financial, technical, or other expertise possessed by the Nominee and the extent to which such expertise would complement the Board’s existing mix of skills, core competencies, and qualifications; (5) the Nominee’s perceived ability to contribute to the ongoing functions of the Board, including the Nominee’s ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; and (6) if applicable, the Nominee’s ability to qualify as an independent trustee for purposes of the 1940 Act.

Based upon this review, each Nominating Committee determined that nominating Messrs. Costantino, Holland, Jessee, and Shirk and Mses. Rapaccioli and Needham would be in the SSgAbest interests of the shareholders of each Elfun Fund. Each Board believes that these Nominees are well suited for service on that Board due to their knowledge of the financial services sector, and their substantial experience in serving as directors or trustees, officers or advisers of public companies and business organizations, including other investment companies.

Based upon this review, at a meeting of the Boards held on September 20, 2018, after discussion and further consideration of the matter, each Board voted to nominate each of the Nominees for election by shareholders.

What are the qualifications of the Nominees?

Set forth below are the names, ages, business experience during the past five years and other directorships of each of the Trustees and Nominees and other information relating to the professional experiences, attributes and skills relevant to each Trustee’s and Nominee’s qualifications to serve as a Trustee. The Nominees have varied experiences, attributes and skills that may be utilized in overseeing the activities of the Elfun Funds, reviewing contractual arrangements with companies that provide services to the Elfun Funds, and reviewing fund performance. Among the attributes or skills common to all Nominees are their ability to (i) review critically, evaluate, question and discuss information provided to them, (ii) interact effectively with the other Trustees, the Adviser, other service providers, counsel and the independent registered public accounting firm, and (iii) exercise effective and independent business judgment in the performance of their duties as Trustees. Each Nominee’s ability to perform his or her duties effectively has been attained through the Nominee’s business, consulting, public service and/or academic positions and through experience from service as a member of a Board, other investment companies and public companies, ornon-profit entities or other organizations as set forth below. Each Nominee’s ability to perform his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other life experiences. In considering the nomination of Ms. Needham, the Board also considered the desirable composition of the Board and determined that it is appropriate and of benefit to shareholders to have a representative of management of the Elfun Funds serve as a member of each Board.

Following is a summary of the experience, attributes and skills that may be seen to qualify each Nominee to serve on the Board:

John R. Costantino: In addition to his tenure as a board member of various other funds advised by SSGA FM, fund complex,Mr. Costantino has over 30 years of private equity investing experience. He has also served as an officer or a board member of charitable organizations and public and private companies for over 30 years.

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Michael F. Holland: Mr. Holland is an experienced business executive with over 47 years of experience in the financial services industry including 22 years as a portfolio manager of another registered mutual fund. His experience includes service as a trustee, director or officer of various investment companies. He has served on the Board of Trustees and related Committees of State Street Institutional Investment Trust and State Street Master Funds (eachfor 18 years (since the Trusts’ inception) and possesses significant experience regarding the operations and history of those Trusts. He also serves as a Trustee of State Street Navigator Securities Lending Trust.

Michael A. Jessee: Mr. Jessee is an “SSgA FM Trust”experienced business executive with approximately 41 years of experience in the banking industry. He previously served as President and togetherChief Executive Officer of the Federal Home Loan Bank of Boston as well as various senior executive positions of major banks. Mr. Jessee has served on the Navigator Trust’s Board of Trustees and related committees for 22 years and possesses significant experience regarding the Trust’s operations and history. He also serves as a Trustee of State Street Institutional Investment Trust, State Street Master Funds and SSGA Funds.

Donna M. Rapaccioli: Ms. Rapaccioli has over 26 years of service as a full-time member of the business faculty at Fordham University, where she developed and taught undergraduate and graduate courses, including International Accounting and Financial Statement Analysis and has taught at the executive MBA level. She has served on Association to Advance Collegiate Schools of Business accreditation team visits, lectured on accounting and finance topics and consulted for numerous investment banks.

Richard D. Shirk: Mr. Shirk is an experienced business executive with SSgAover 49 years of experience in the health care and insurance industries and with investment matters; his experience includes service as a trustee, director or officer of various health care companies and nonprofit organizations. He has served on the Board of Trustees and related Committees of SSGA Funds for 29 years and possesses significant experience regarding the “SSgA FM Trusts”), would be new Trusteesoperations and history of SSgAthe Trust. He also serves as a Trustee of State Street Navigator Securities Lending Trust, State Street Institutional Investment Trust and State Street Master Funds.

This ProposalEllen M. Needham: Ms. Needham is parta Senior Managing Director of an effortState Street Global Advisors, Head of Global Funds Management, and President of SSGA Funds Management, Inc. Ms. Needham serves as a director of SSGA Funds Management, Inc. and State Street Global Advisors Funds Distributors, LLC. In her role, she is responsible for managing firm-wide processes that focus on governance, fund structure, subadviser oversight, tax, product viability, distribution, ongoing monitoring and regulatory coordination across all products globally. Ms. Needham has been involved in the investment industry for over thirty years, beginning her career at State Street in 1989.

References to consolidate the membershipexperience, attributes and skills of Nominees above are pursuant to the requirements of the SEC, do not constitute holding out of the Board or any Nominee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

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Assuming all of the Nominees are elected, the Board would consist of the following nine (9) individuals following the Special Meeting and scheduled Trustee retirements and resignation:

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What are each Board’s responsibilities?

Each Board of Trustees is responsible for overseeing generally the management, activities and affairs of the applicable boards of trusteesElfun Fund and has approved contracts with oversight responsibility forvarious organizations to provide, among other services,day-to-day management required by the SSgA FM Trusts. As part of this effort, meetings ofapplicable Elfun Fund. Each Board has engaged the shareholders ofAdviser to manage the other SSgA FM Trusts have been called to act upon similar proposals to elect the same individuals as trustees of their respective boards. If this Proposal and the similar proposals being presented to shareholders of the other SSgA FM Trusts are approved by shareholders, the majority of the non-exchange traded investment companies in the SSgA FM fund complex will be governed by boards comprised of the same individuals (the “Consolidated Board”).

The proposal to establish the ConsolidatedElfun Fund on aday-to-day basis. Each Board is responsible for overseeing the culmination of discussions among the members of the boards of the SSgA FM Trusts and with SSgA Funds Management, Inc. (“SSgA FM” or the “Adviser”), during which the Trustees considered a number of best practices for governance of the funds in the SSgA FM Trusts. Ultimately, the Board determined that the funds in the SSgA FM Trusts are likely to benefit from the establishment of the Consolidated Board to oversee the operations of the funds in the SSgA FM Trusts. Among other things, the Board concluded that the establishment of the Consolidated Board can be expected to: (1) promote transparency and effective communications among the trustees of the funds in the SSgA FM Trusts, consistent with preserving the quality of the decision-making by the Trustees; (2) promote enhanced effectiveness of board oversight of the funds in the SSgA FM Trusts, their managementAdviser and other service providers; (3) promoteproviders in the operation of the applicable Elfun Fund in accordance with the provisions of the 1940 Act, applicable state laws and regulations, other applicable laws and regulations, and such Elfun Fund’s Trust Agreement.

How does each Board oversee risk management on behalf of the funds?

Each Board oversees risk management for the applicable Elfun Fund in several ways. Each Board receives regular reports from both the Chief Compliance Officer and administrator for the Elfun Fund, detailing the results of the Elfun Fund’s compliance with its Board-adopted policies and procedures, the investment policies and limitations of the applicable Elfun Fund, and applicable provisions of the federal securities laws and the Internal Revenue Code of 1986, as amended. As needed, the Adviser discusses management issues regarding the Elfun Fund with each Elfun Fund’s Board, soliciting the input of each Elfun Fund’s Board on many aspects of management, including potential risks to the Elfun Fund. Each Board’s Audit Committee also receives reports on various aspects of risk that might affect the Elfun Fund and offers advice to management, as appropriate. The Trustees also meet in executive session with the independent counsel to the those Trustees who are not considered to be “interested” as that term is defined in the 1940 Act (the “Independent Trustees”), the independent registered public accounting firm, counsel to the Elfun Fund, the Chief Compliance Officer and representatives of management, as needed. Through these regular reports and interactions, each Board oversees the risk management parameters for the applicable Elfun Fund, which are effected on aday-to-day basis by service providers to the Elfun Fund.

How is each Board structured?

Each Board has established various committees to facilitate the timely and efficient consideration of various matters of importance to Independent Trustees, the Elfun Funds, and the Elfun Fund’s shareholders and to facilitate compliance with legal and regulatory requirements. Currently, each Board has created an Audit Committee, Governance Committee, Valuation Committee and Qualified Legal and Compliance Committee.

Audit Committee. The Audit Committee is composed of all of the Independent Trustees. The Audit Committee meets twice a year, or more efficient useoften as required, in conjunction with meetings of resources by management, which will enhance management’s productivityeach Board. The Audit Committee oversees and potentially leadmonitors the Elfun Funds’ internal accounting and control structure, its auditing function and its financial reporting process. The Audit Committee is responsible for selecting and retaining the independent accountants for the Elfun Funds. The Audit Committee is responsible for approving the audit plans, fees and other material arrangements in respect of the engagement of the independent accountants, includingnon-audit services performed. The Audit Committee reviews the qualifications of the independent accountant’s key personnel involved in the foregoing activities and monitors the independent accountant’s independence. A copy of the Amended and Restated Audit Committee Charter is attached hereto asAppendix A. During the fiscal year ended December 31, 2017, the Audit Committee held 4 meetings.

Governance Committee. The Governance Committee is composed of all the Independent Trustees. The primary functions of the Governance Committee, including the Nominating Committee (asub-committee of the Governance Committee), is to review and evaluate the composition and performance of each Board; make nominations for membership on each Board and committees; review the responsibilities of each committee; and review governance procedures, and compensation of Independent Trustees. The Nominating Committee operates pursuant to a reduction injoint charter that has been approved by the costBoard. A copy of such services to the funds inNominating Committee Charter is attached hereto asAppendix B. The Nominating Committee is comprised entirely of Independent Trustees. The

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Nominating Committee is responsible for evaluating and recommending the SSgA FM Trusts over time; and (4) improve the long-term prospectsnomination of candidates for attracting and retaining qualified individuals to serveelection as independent trustees of the SSgA FM Trusts. In addition,Trust. A potential nominee must have a college degree or equivalent business experience. The Nominating Committee may take into account a wide variety of factors in considering potential nominees, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) relevant industry and related experience, (iii) educational background, (iv) financial expertise, (v) ability, judgment and expertise and (vi) overall diversity of the Board’s composition. The Nominating Committee will consider nominees to each Board recommended by shareholders. Recommendations should be submitted in accordance with the procedures set forth in the Nominating Committee Charter and should be submitted in writing to the Elfun Funds, to the attention of the Elfun Funds’ Secretary, at the address of the principal executive offices of the Elfun Funds. Shareholder recommendations must be delivered to, or mailed and received at, the principal executive offices of the Elfun Funds not less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the date of the Board or shareholder meeting at which the nominee candidate would be considered for election. The Governance Committee performs an annual Board self-evaluation. During the fiscal year ended December 31, 2017, the Governance Committee held 2 meetings.

Valuation Committee. The Valuation Committee is composed of all the Independent Trustees. The Valuation Committee’s primary purpose is to review the actions and recommendations of the Adviser’s Oversight Committee. The Elfun Funds have established procedures and guidelines for valuing portfolio securities and making fair value determinations from time to time. The Valuation Committee is responsible for overseeing the Elfun Funds’ valuation determinations, with the assistance of the Oversight Committee, State Street and SSGA FM. During the fiscal year ended December 31, 2017, the Valuation Committee held 4 meetings.

Qualified Legal and Compliance Committee. The Qualified Legal and Compliance Committee (the “QLCC”) is composed of all the Independent Trustees. The primary functions of the QLCC are to receive quarterly reports from the CCO; to oversee generally the Elfun Funds’ responses to regulatory inquiries; and to investigate matters referred to it by the Chief Legal Officer and make recommendations to each Board regarding the implementation of an appropriate response to evidence of a material violation of the securities laws or breach of fiduciary duty or similar violation by the Elfun Funds, its officers or the Trustees. During the fiscal year ended December 31, 2017, the Qualified Legal and Compliance Committee held 4 meetings.

During the fiscal year ended December 31, 2017, the Board held seven (7) meetings and each Trustee who was then a member of the Board was present for at least 75% of the aggregate number of meetings of the Board held during the period for which he or she has been a Trustee and meetings held by all committees on which he or she served during the period that he or she served.

Ownership of Fund Shares. The table below sets forth the dollar value of all shares of each of the Elfun Funds’ and of all funds within the family of investment companies held directly or indirectly by each Trustee and Nominee as of September 30, 2018. To the best of the Elfun Funds’ knowledge, as of September 30, 2018, no Trustee or Nominee owned 1% or more of the outstanding shares of any class of an Elfun Fund, and the Trustees and Nominees of the Elfun Funds owned, as a group, less than 1% of the shares of each class of each Elfun Fund.

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To the best of the Trusts’ knowledge, as of September 30, 2018 no person owned beneficially more than 5% of the outstanding shares of any class of any fund’s securities, except as set out inAppendix C to this Proxy Statement.

Independent Public Accountants.

The accounting firm of Ernst & Young LLP currently serves as the registered independent public accountant (the “Independent Auditor”) for the Elfun Funds. The Board has selected Ernst & Young LLP as the Independent Auditor to examine and report on the financial statements of the Elfun Funds for the fiscal year ending December 31, 2018.

Representatives of Ernst & Young LLP are not expected to be represented at the Special Meeting, but a representative is expected to be available via telephone during the Special Meeting to respond to appropriate questions and will have the opportunity to make a statement if the representative so desires.

Audit Fees.

For the fiscal years ended December 31, 2017 and December 31, 2016, the aggregate audit fees billed for professional services rendered by Ernst & Young LLP, the Elfun Diversified Fund’s principal accountant, for the audit of the Elfun Diversified Fund’s annual financial statements or services normally provided by Ernst & Young LLP in connection with the Elfun Diversified Fund’s statutory and regulatory filings and engagements were $40,110 and $34,000, respectively.

For the fiscal years ended December 31, 2017 and December 31, 2016, the aggregate audit fees billed for professional services rendered by Ernst & Young LLP, the Elfun Government Money Market Fund’s principal accountant, for the audit of the Elfun Government Money Market Fund’s annual financial statements or services normally provided by Ernst & Young LLP in connection with the Elfun Government Money Market Fund’s statutory and regulatory filings and engagements were $20,860 and $14,000, respectively.

For the fiscal years ended December 31, 2017 and December 31, 2016, the aggregate audit fees billed for professional services rendered by Ernst & Young LLP, the Elfun Income Fund’s principal accountant, for the audit of the Elfun Income Fund’s annual financial statements or services normally provided by Ernst & Young LLP in connection with the Elfun Income Fund’s statutory and regulatory filings and engagements were $32,930 and $27,100, respectively.

For the fiscal years ended December 31, 2017 and December 31, 2016, the aggregate audit fees billed for professional services rendered by Ernst & Young LLP, the Elfun International Equity Fund’s principal accountant, for the audit of the Elfun International Equity Fund’s annual financial statements or services normally provided by Ernst & Young LLP in connection with the Elfun International Equity Fund’s statutory and regulatory filings and engagements were $31,470 and $30,500, respectively.

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For the fiscal years ended December 31, 2017 and December 31, 2016, the aggregate audit fees billed for professional services rendered by Ernst & Young LLP, the Elfun Tax-Exempt Income Fund’s principal accountant, for the audit of the Elfun Tax-Exempt Income Fund’s annual financial statements or services normally provided by Ernst & Young LLP in connection with the Elfun Tax-Exempt Income Fund’s statutory and regulatory filings and engagements were $27,930 and $27,100, respectively.

For the fiscal years ended December 31, 2017 and December 31, 2016, the aggregate audit fees billed for professional services rendered by Ernst & Young LLP, the Elfun Trusts’ principal accountant, for the audit of the Elfun Trusts’ annual financial statements or services normally provided by Ernst & Young LLP in connection with the Elfun Trusts’ statutory and regulatory filings and engagements were $24,400 and $23,700, respectively.

Audit-Related Fees.For the fiscal years ended December 31, 2017 and December 31, 2016, there were no fees billed by Ernst & Young LLP for assurance and related services that were reasonably related to the performance of the audit of the Elfun Funds’ financial statements that were not reported under “Audit Fees.”

Tax Fees. The aggregate tax fees billed for professional services rendered to the Elfun Diversified Fund by Ernst & Young LLP for tax compliance, tax advice, and tax planning in the form of preparation of excise filings and income tax returns for the fiscal years ended December 31, 2017 and December 31, 2016 were $7,910 and $7,680, respectively.

The aggregate tax fees billed for professional services rendered to the Elfun Government Money Market Fund by Ernst & Young LLP for tax compliance, tax advice, and tax planning in the form of preparation of excise filings and income tax returns for the fiscal years ended December 31, 2017 and December 31, 2016 were $7,910 and $7,680, respectively.

The aggregate tax fees billed for professional services rendered to the Elfun Income Fund by Ernst & Young LLP for tax compliance, tax advice, and tax planning in the form of preparation of excise filings and income tax returns for the fiscal years ended December 31, 2017 and December 31, 2016 were $7,910 and $7,680, respectively.

The aggregate tax fees billed for professional services rendered to the Elfun International Equity Fund by Ernst & Young LLP for tax compliance, tax advice, and tax planning in the form of preparation of excise filings and income tax returns for the fiscal years ended December 31, 2017 and December 31, 2016 were $7,910 and $7,680, respectively.

The aggregate tax fees billed for professional services rendered to the Elfun Tax-Exempt Income Fund by Ernst & Young LLP for tax compliance, tax advice, and tax planning in the form of preparation of excise filings and income tax returns for the fiscal years ended December 31, 2017 and December 31, 2016 were $10,165 and $9,866, respectively.

The aggregate tax fees billed for professional services rendered to the Elfun Trusts by Ernst & Young LLP for tax compliance, tax advice, and tax planning in the form of preparation of excise filings and income tax returns for the fiscal years ended December 31, 2017 and December 31, 2016 were $10,165 and $9,869, respectively.

All Other Fees.For the fiscal years ended December 31, 2017 and December 31, 2016, there were no fees billed for professional services rendered by Ernst & Young LLP for products and services provided by Ernst & Young LLP to the Elfun Funds, other than the services noted above.

For the fiscal years ended December 31, 2017 and December 31, 2016, the aggregate fees for professional services rendered by Ernst & Young LLP for products and services provided by Ernst & Young LLP to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides

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ongoing services to the Elfun Funds that (i) relate directly to the operations and financial reporting of the Elfun Funds and (ii) werepre-approved by each Elfun Fund’s audit committee were approximately $7,777,372 and $7,777,372, respectively.

For the fiscal years ended December 31, 2017 and December 31, 2016, theaggregate non-audit fees billed by Ernst & Young LLP for services rendered to the Elfun Funds and the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provided ongoing services to the Elfun Funds were approximately $28,718,894 and $25,696,758, respectively.

All of the services described above were approved by each Elfun Fund’s Audit Committee pursuant topre-approval policies and procedures adopted by the Audit Committee. Pursuant to such policies and procedures each Audit Committeepre-approves: (i) all audit andnon-audit services to be rendered to the Elfun Funds by Ernst & Young LLP; and (ii) all permissiblenon-audit services related to the Elfun Funds provided by Ernst & Young LLP to the Adviser or any affiliate thereof that provides ongoing services to the Elfun Funds (collectively, “Covered Services”). Each Audit Committee has adoptedpre-approval procedures authorizing one or more members of the Audit Committee topre-approve from time to time, on behalf of the Audit Committee, all Covered Services to be provided by Ernst & Young LLP that are not otherwisepre-approved at a meeting of the Audit Committee, provided that such delegate reports to the full Audit Committee at its next regularly scheduled meeting. Each Audit Committee has delegated this generalpre-approval authority to the Chairperson, or aCo-Chairperson, of the Audit Committee. Thepre-approval procedures do not include delegation of the Audit Committee’s responsibilities to management.

The Audit Committee of each Board will periodically consider whether Ernst & Young LLP’s receipt ofnon-audit fees from the Elfun Funds, the Adviser and all entities controlling, controlled by, or under common control with the Adviser that provide services to the Elfun Funds is compatible with maintaining the independence of Ernst & Young LLP.

Change in Audit Firm

KPMG LLP (“KPMG”) served as the independent registered certified public accounting firm of each Elfun Fund through its resignation as of June 30, 2016. On November 30, 2016, upon recommendation by the Audit Committee of the Elfun Funds, the Elfun Funds’ Board selected Ernst & Young LLP (“EY”) to replace KPMG as the independent public accountant for the fiscal year ended December 31, 2016. The reports of KPMG on the financial statements for the fiscal years ended December 31, 2014 and December 31, 2015 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Elfun Funds’ fiscal years ended December 31, 2014 and December 31, 2015 and through the period ended June 30, 2016, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of KPMG would have caused them to make reference thereto in their reports on the financial statements for such years or periods.

During the Elfun Funds’ fiscal years ended December 31, 2014 and December 31, 2015 and through the period ended June 30, 2016, there were no reportable events (as defined in Item 304(a)(1)(v) of RegulationS-K). The Elfun Funds requested and KPMG furnished a letter addressed to the Securities and Exchange Commission stating whether or not it agreed with the above statements. A copy of such letter was filed as Exhibit 77 to each Elfun Fund’s FormN-SAR for the period ended December 31, 2016.

During the Elfun Funds’ fiscal years ended December 31, 2014 and December 31, 2015 and through November 30, 2016, neither the Elfun Funds nor anyone on their behalf has consulted EY on items which: (i) concerned the application of accounting principles to a specified transaction, either completed or proposed, or

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the type of audit opinion that might be rendered on the Trust’s financial statements or (ii) concerned the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of RegulationsS-K) or reportable events (as described in paragraph (a)(1)(v) of said Item 304).

During the fiscal year ended December 31, 2016, the aggregate fees billed to the Elfun Funds for professional services rendered by KPMG were $2,100 fortax-related services and $3,750 for services related to the transition to Ernst & Young LLP.

Trustees’ Compensation.

Each Independent Trustee receives for his or her services to Elfun Diversified Fund, Elfun Government Money Market Fund, ElfunTax-Exempt Income Fund, Elfun Income Fund, Elfun International Equity Fund and Elfun Trusts and each constituent fund SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, and State Street Navigator Securities Lending Trust (each, a “Fund”) a $170,000 annual base retainer in addition to $22,500 for eachin-person meeting, $6,000 for each specialin-person meeting and $2,500 for each telephonic meeting from the Funds. The Chairmen receive an additional $50,000 annual retainer. (Mr. Holland and Mr. Taber do not currently serve on the Boards of the Elfun Diversified Fund, Elfun Government Money Market Fund, ElfunTax-Exempt Income Fund, Elfun Income Fund, Elfun International Equity Fund and Elfun Trusts. As a result, their annual base retainer is currently $164,000 and Mr. Holland’s Chairman annual retainer is $49,000.) The Independent Trustees are reimbursed for travel and otherout-of-pocket expenses in connection with meeting attendance. As of the date of this Proxy Statement, the Trustees were not paid pension or retirement benefits as part of the Funds’ expenses.

Each Interested Trustee serves without receiving compensation from the Funds.

The compensation that Independent Trustees received from the Elfun Funds during the fiscal year ended December 31, 2017 is set forth inAppendix D.

Information regarding the Officers.

Below are the names, years of birth, mailing address and business experience during the past five years of the principal officers of the Elfun Funds. None of the officers listed below receives compensation from any of the Elfun Funds.

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What happens if shareholders do not approve the Nominees?

If shareholders of an Elfun Fund do not approve the Nominees, such Elfun Fund will continue to be managed under the current Trustees and the Board will determine what action, if any, should be taken.

What does the Board recommend?

Each Board has determined that election of the Funds are likely to benefit fromsix (6) Nominees as Trustees is in the particular skill setsinterests of each Elfun Fund and its shareholders. Accordingly, after consideration of the above factors and other attributesinformation it considered relevant, each Board, including all of those Nominees who currently servethe Independent Trustees, unanimously approved the nomination of each of the six (6) Nominees. Each Board is recommending that the shareholders vote “FOR” each of the Nominees.

EACH BOARD RECOMMENDS

THAT SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES UNDER THE PROPOSAL

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PROPOSAL 2

ELECT TRUSTEES FOR THE STT TRUSTS

This Proposal applies to the following trusts (the “STT Trusts”):

SSGA Funds;

State Street Institutional Investment Trust; and

State Street Master Funds.

We are asking shareholders of each STT Trust to elect four (4) nominees as members of the Board of Trustees of that Trust, which Trustees, if elected, would serve on the Board with the six (6) previously elected Trustees of each STT Trust. In connection with the election of the nominees, two current Trustees of the STT Trusts—Messrs. Marshall and Williams—are scheduled to retire.

The members of each Board considered the benefit to the STT Trusts of calling a meeting of shareholders to elect the nominees at this time.

Who are the nominees to the Board?

The Board of Trustees of each STT Trust (the “Boards”) has nominated four (4) individuals (the “Nominees”) for election as Trustees of each STT Trust.

The Nominees are John R. Costantino. Michael A. Jessee and Donna M. Rapaccioli, each of whom is not an “interested person,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of any STT Trust (such individuals are commonly referred to as “Independent Trustees”), and Ellen M. Needham. Ms. Needham is an “interested person,” as defined in the 1940 Act, of each STT Trust because of her affiliation with State Street Global Advisors Trust Company, a wholly-owned subsidiary of State Street Bank and Trust Company (“State Street”), which includes the personnel and operations of the Adviser (“SSGA”). Ms. Needham currently serves as Senior Managing Director of SSGA and President of SSGA FM, investment adviser to each STT Trust.

If the Proposal is approved with respect to each Nominee, after the Special Meeting and the Trustee retirements scheduled to occur in connection with the Special Meeting, each Board would consist of ten Trustees. Three of the four Nominees—Mses. Needham and Rapaccioli and Mr. Costantino—would be added to these Boards. The other SSgANominee, Mr. Jessee, currently serves on these Boards by appointment of the Trustees in between shareholder meetings and would continue to serve as a Trustee after his election by shareholders. Six of the current Board members—Ms. Spence and Messrs. Holland, Riley, Ross, Shirk, and Taber— have previously been elected by shareholders and would continue to serve on these Boards alongside the Nominees after the Special Meeting. In connection with the election of the Nominees, two current Trustees of these Trusts—Messrs. Marshall and Williams—are scheduled to retire.

Each Nominee has consented to serve as a Trustee and to being named in this Proxy Statement. If elected, each Nominee will serve as a Trustee for the lifetime of the applicable STT Trust or until his or her death, resignation, retirement or removal. If a Trustee sooner dies, resigns or retires, each Board may, in its discretion and subject to the 1940 Act, select another person to fill the vacant position.

Prior to taking action to nominate each of the Nominees, the NominatingSub-Committee of the Governance Committee (the “Nominating Committee”) of each Board reviewed the qualifications, experience and background of each of the Nominees. Some of the factors considered by the Nominating Committee included the following,

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among others: (1) the Nominee’s knowledge in matters relating to the mutual fund industry; (2) any experience possessed by the Nominee as a director or senior officer of other companies; (3) the Nominee’s educational background, reputation for high ethical standards, and professional integrity; (4) any specific financial, technical, or other expertise possessed by the Nominee and the extent to which such expertise would complement the Board’s existing mix of skills, core competencies, and qualifications; (5) the Nominee’s perceived ability to contribute to the ongoing functions of the Board, including the Nominee’s ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; and (6) if applicable, the Nominee’s ability to qualify as an independent trustee for purposes of the 1940 Act.

Based upon this review, each Nominating Committee determined that nominating Messrs. Costantino and Jessee and Mses. Rapaccioli and Needham would be in the best interests of the shareholders of each STT Trust. Each Board believes that these Nominees are well suited for service on that Board due to their knowledge of the financial services sector, and their substantial experience in serving as directors or trustees, officers or advisers of public companies and business organizations, including other investment companies.

Based upon this review, at a meeting of the Boards held on September 20, 2018, after discussion and further consideration of the matter, each Board voted to nominate each of the Nominees for election by shareholders.

What are the qualifications of the Nominees?

Set forth below are the names, ages, business experience during the past five years and other directorships of each of the Trustees and Nominees and other information relating to the professional experiences, attributes and skills relevant to each Trustee’s and Nominee’s qualifications to serve as a Trustee. The Nominees have varied experiences, attributes and skills that may be utilized in overseeing the activities of the STT Trusts, reviewing contractual arrangements with companies that provide services to the STT Trusts, and reviewing fund performance. Among the attributes or skills common to all Nominees are their ability to (i) review critically, evaluate, question and discuss information provided to them, (ii) interact effectively with the other Trustees, the Adviser, other service providers, counsel and the independent registered public accounting firm, and (iii) exercise effective and independent business judgment in the performance of their duties as Trustees. Each Nominee’s ability to perform his or her duties effectively has been attained through the Nominee’s business, consulting, public service and/or academic positions and through experience from service as a member of a Board, other investment companies and public companies, ornon-profit entities or other organizations as set forth below. Each Nominee’s ability to perform his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other life experiences. In considering the nomination of Ms. Needham, the Board also considered the desirable composition of the Board and determined that it is appropriate and of benefit to shareholders to have a representative of management of the STT Trusts serve as a member of each Board.

Following is a summary of the experience, attributes and skills that may be seen to qualify each Nominee to serve on the Board:

John R. Costantino: In addition to his tenure as a board member of various other funds advised by SSGA FM, Mr. Costantino has over 30 years of private equity investing experience. He has also served as an officer or a board member of charitable organizations and public and private companies for over 30 years.

Michael A. Jessee: Mr. Jessee is an experienced business executive with approximately 41 years of experience in the banking industry. He previously served as President and Chief Executive Officer of the Federal Home Loan Bank of Boston as well as various senior executive positions of major banks. Mr. Jessee has served on the Board of Trustees of State Street Navigator Securities Lending Trust’s Board of Trustees and related committees for 22 years and possesses significant experience regarding the Trust’s operations and history. He also serves as a Trustee of State Street Institutional Investment Trust, State Street Master Funds and SSGA Funds.

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Donna M. Rapaccioli: Ms. Rapaccioli has over 26 years of service as a full-time member of the business faculty at Fordham University, where she developed and taught undergraduate and graduate courses, including International Accounting and Financial Statement Analysis and has taught at the executive MBA level. She has served on Association to Advance Collegiate Schools of Business accreditation team visits, lectured on accounting and finance topics and consulted for numerous investment banks.

Ellen M. Needham: Ms. Needham is a Senior Managing Director of State Street Global Advisors, Head of Global Funds Management, and President of SSGA Funds Management, Inc. Ms. Needham serves as a director of SSGA Funds Management, Inc. and State Street Global Advisors Funds Distributors, LLC. In her role, she is responsible for managing firm-wide processes that focus on governance, fund structure, subadviser oversight, tax, product viability, distribution, ongoing monitoring and regulatory coordination across all products globally. Ms. Needham has been involved in the investment industry for over thirty years, beginning her career at State Street in 1989.

References to the experience, attributes and skills of Nominees above are pursuant to the requirements of the SEC, do not constitute holding out of the Board or any Nominee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

Assuming all of the Nominees are elected, the Board would consist of the following ten (10) individuals following the Special Meeting and scheduled Trustee retirements:

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What are each Board’s responsibilities?

Each Board of Trustees is responsible for overseeing generally the management, activities and affairs of the applicable STT Trust and has approved contracts with various organizations to provide, among other services,day-to-day management required by the applicable Trust. Each Board has engaged the Adviser to manage the STT Trust (including its constituent funds) on aday-to-day basis. Each Board is responsible for overseeing the Adviser and other service providers in the operation of the applicable STT Trust in accordance with the provisions of the 1940 Act, applicable state laws and regulations, other applicable laws and regulations, and such Trust’s Trust Agreement.

How does each Board oversee risk management on behalf of the funds?

Each Board has delegated management of the STT Trusts to service providers who are responsible for theday-to-day management of risks applicable to the Trust. Each Board oversees risk management for the Trusts in several ways. Each Board receives regular reports from both the Chief Compliance Officer and administrator for the Trusts, detailing the results of the Trusts’ compliance with its Board-adopted policies and procedures, the investment policies and limitations of the Trusts’ constituent funds, and applicable provisions of the federal securities laws and the Internal Revenue Code of 1986, as amended. As needed, the Adviser discusses management issues regarding the STT Trusts with the Board soliciting the Board’s input on many aspects of management, including potential risks to the Trusts. The Board’s Audit Committee also receives reports on various aspects of risk that might affect the STT Trusts and offers advice to management, as appropriate. The Trustees also meet in executive session with the independent counsel to the Independent Trustees, the independent registered public accounting firm, counsel to the STT Trusts, the Chief Compliance Officer and representatives of management, as needed. Through these regular reports and interactions, each Board oversees the risk management parameters for the STT Trusts, which individuals are knowledgeableeffected on aday-to-day basis by service providers to the Trusts.

How is each Board structured?

Each Board of Trustees has established various committees to facilitate the timely and efficient consideration of various matters of importance to Independent Trustees, the STT Trusts, and the Trusts’ shareholders and to facilitate compliance with legal and regulatory requirements. Currently, each Board has created an Audit Committee, Governance Committee, Valuation Committee and Qualified Legal and Compliance Committee. The purpose and function of the role performedcommittees is described below.

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Audit Committee. The Audit Committee is composed of all of the Independent Trustees. The Audit Committee meets twice a year, or more often as required, in conjunction with meetings of the Board of Trustees. The Audit Committee oversees and monitors the STT Trusts’ internal accounting and control structure, its auditing function and its financial reporting process. The Audit Committee is responsible for selecting and retaining the independent accountants for the Trusts. The Audit Committee is responsible for approving the audit plans, fees and other material arrangements in respect of the engagement of the independent accountants, includingnon-audit services performed. The Audit Committee reviews the qualifications of the independent accountant’s key personnel involved in the foregoing activities and monitors the independent accountant’s independence. A copy of the Amended and Restated Audit Committee Charter is attached hereto asAppendix A. During the fiscal year ended December 31, 2017, the Audit Committee held four meetings.

Governance Committee. The Governance Committee is composed of all the Independent Trustees. The primary functions of the Governance Committee, including the Nominating Committee (asub-committee of the Governance Committee), is to review and evaluate the composition and performance of the Board; make nominations for membership on the Board and committees; review the responsibilities of each committee; and review governance procedures, compensation of Independent Trustees and independence of outside counsel to the Trustees. The Nominating Committee operates pursuant to a joint charter that has been approved by the Board. A copy of the Nominating Committee Charter is attached hereto asAppendix B. The Nominating Committee is comprised entirely of Independent Trustees. The Nominating Committee is responsible for evaluating and recommending the nomination of candidates for election as independent trustees of the Trust. A potential nominee must have a mutual fundcollege degree or equivalent business experience. The Nominating Committee may take into account a wide variety of factors in considering potential nominees, including (but not limited to): (i) availability and are familiarcommitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) relevant industry and related experience, (iii) educational background, (iv) financial expertise, (v) ability, judgment and expertise and (vi) overall diversity of the Board’s composition. The Nominating Committee will consider nominees to the Board recommended by investors. Recommendations should be submitted in accordance with the specific entitiesprocedures set forth in the Nominating Committee Charter and individuals responsible for managingshould be submitted in writing to the day-to-day operationsSTT Trusts, to the attention of the Trusts’ Secretary, at the address of the principal executive offices of the STT Trust. Investor recommendations must be delivered to, or mailed and received at, the principal executive offices of the Trust not less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the date of the Board or investor meeting at which the nominee candidate would be considered for election. The Governance Committee performs an annual self-evaluation of Board members. During the fiscal year ended December 31, 2017, the Governance Committee held two meetings.

Valuation Committee. The Valuation Committee is composed of all the Independent Trustees. The Valuation Committee’s primary purpose is to review the actions and recommendations of the Adviser’s Oversight Committee no less often than quarterly. The STT Trusts have established procedures and guidelines for valuing portfolio securities and making fair value determinations from time to time through the Valuation Committee, with the assistance of the Oversight Committee, State Street and SSGA FM. During the fiscal year ended December 31, 2017, the Valuation Committee held four meetings.

Qualified Legal and Compliance Committee. The Qualified Legal and Compliance Committee (the “QLCC”) is composed of all the Independent Trustees. The primary functions of the QLCC are to receive quarterly reports from the STT Trusts’ chief compliance officer (the “Chief Compliance Officer”); to oversee generally the STT Trusts’ responses to regulatory inquiries; and to investigate matters referred to it by the Chief Legal Officer and make recommendations to the Board regarding the implementation of an appropriate response to evidence of a material violation of the securities laws or breach of fiduciary duty or similar violation by an STT Trust, its officers or the Trustees. During the fiscal year ended December 31, 2017, the QLCC held four meetings.

During the fiscal year ended December 31, 2017, the Board of State Street Institutional Investment Trust, and State Street Master Funds held seven (7) meetings and each Trustee who was then a member of the Board

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was present for at least 75% of the aggregate number of meetings of the Board held during the period for which he or she has been a Trustee and meetings held by all committees on which he or she served during the period that he or she served.

During the fiscal year ended August 31, 2018, the Board of SSGA Funds held seven (7) meetings and each Trustees who was then a member of the Board was present for at least 75% of the aggregate number of meetings of the Board held during the period for which he or she has been a Trustee and meetings held by all committees on which he or she served during the period that he or she served.

Ownership of Fund Shares. The table below sets forth the dollar value of all shares of each of the STT Trusts’ constituent funds and of all funds within the family of investment companies held directly or indirectly by each Trustee or Nominee as of September 30, 2018. To the best of the STT Trusts’ knowledge, as of September 30, 2018, no Trustee or Nominee owned 1% or more of the outstanding shares of any class of a fund of the STT Trusts, and the Trustees and Nominees of the funds owned, as a group, less than 1% of the shares of each class of each fund of the STT Trusts.

To the best of the STT Trusts’ knowledge, as of September 30, 2018 no person owned beneficially more than 5% of the outstanding shares of any class of any fund’s securities, except as set out inAppendix C to this Proxy Statement.

Independent Public Accountants.

The accounting firm of Ernst & Young LLP currently serves as the registered independent public accountant (the “Independent Auditor”) for the STT Trusts. The Board has selected Ernst & Young LLP as the Independent Auditor to examine and report on the financial statements of State Street Institutional Investment Trust, and State Street Master Funds for the fiscal year ending December 31, 2018 and SSGA Funds for the fiscal year ending August 31, 2019.

Representatives of Ernst & Young LLP are not expected to be represented at the Special Meeting, but a representative is expected to be available via telephone during the Special Meeting to respond to appropriate questions and will have the opportunity to make a statement if the representative so desires.

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Audit Fees.For the fiscal years ended August 31, 2017 and August 31, 2016, the aggregate audit fees billed for professional services rendered by Ernst & Young LLP, the SSGA Funds’ principal accountant, for the audit of SSGA Funds’ annual financial statements or services normally provided by Ernst & Young LLP in connection with SSGA Funds’ statutory and regulatory filings and engagements were $171,120 and $166,000, respectively.

For the fiscal years ended December 31, 2017 and December 31, 2016, the aggregate audit fees billed for professional services rendered by Ernst & Young LLP, State Street Institutional Investment Trust’s principal accountant, for the audit of State Street Institutional Investment Trust’s annual financial statements or services normally provided by Ernst & Young LLP in connection with State Street Institutional Investment Trust’s statutory and regulatory filings and engagements were $762,976 and $670,525, respectively.

For the fiscal years ended December 31, 2017 and December 31, 2016, the aggregate audit fees billed for professional services rendered by Ernst & Young LLP, the Trust’s principal accountant, for the audit of the State Street Master Funds’ annual financial statements or services normally provided by Ernst & Young LLP in connection with the Trust’s statutory and regulatory filings and engagements were $180,177 and $168,650, respectively.

Audit-Related Fees.For the fiscal years ended August 31, 2017 and August 31, 2016, there were no fees for assurance and related services by Ernst & Young LLP reasonably related to the performance of the audit of SSGA Funds’ financial statements that were not reported under “Audit Fees.”

For the fiscal years ended December 31, 2017 and December 31, 2016, there were no fees for assurance and related services by Ernst & Young LLP reasonably related to the performance of the audit of State Street Institutional Investment Trust’s or State Street Master Funds’ financial statements that were not reported under “Audit Fees.”

Tax Fees.For the fiscal years ended August 31, 2017 and August 31, 2016, the aggregate tax fees billed for professional services rendered to SSGA Funds by Ernst & Young LLP for tax compliance, tax advice, and tax planning in the form of preparation of excise filings and income tax returns were $54,075 and $75,600, respectively.

For the fiscal years ended December 31, 2017 and December 31, 2016, the aggregate tax fees billed for professional services rendered to State Street Institutional Investment Trust by Ernst & Young LLP for tax compliance, tax advice, and tax planning in the form of preparation of excise filings and income tax returns were $310,696 and $288,632, respectively.

For the fiscal years ended December 31, 2017 and December 31, 2016, the aggregate tax fees billed for professional services rendered to State Street Master Funds by Ernst & Young LLP for tax compliance, tax advice, and tax planning in the form of preparation of excise filings and income tax returns were $45,420 and $44,098, respectively.

All Other Fees.For the fiscal years ended August 31, 2017 and August 31, 2016, there were no fees billed for professional services rendered by Ernst & Young LLP for products and services provided by Ernst & Young LLP to SSGA Funds, other than the services noted above.

For the fiscal years ended December 31, 2017 and December 31, 2016, there were no fees billed for professional services rendered by Ernst & Young LLP for products and services provided by Ernst & Young LLP to State Street Institutional Investment Trust or State Street Master Funds, other than the services noted above.

For the fiscal years ended August 31, 2017 and August 31, 2016, the aggregate fees for professional services rendered by Ernst & Young LLP for products and services provided by Ernst & Young LLP to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to SSGA

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Funds that (i) relate directly to the operations and financial reporting of SSGA Funds and(ii) were pre-approved by the Audit Committee were approximately $7,777,372 and $7,722,372, respectively.

For the fiscal years ended December 31, 2017 and December 31, 2016, the aggregate fees for professional services rendered by Ernst & Young LLP for products and services provided by Ernst & Young LLP to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to State Street Institutional Investment Trust or State Street Master Funds that (i) relate directly to the operations and financial reporting of State Street Institutional Investment Trust or State Street Master Funds and (ii) werepre-approved by the Audit Committee were approximately $7,777,372 and $7,777,372, respectively.

For the fiscal years ended August 31, 2017 and August 31, 2016, the aggregatenon-audit fees billed by Ernst & Young LLP for services rendered to SSGA Funds and the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provided ongoing services to SSGA Funds were approximately $28,718,894 and $25,696,758, respectively.

For the fiscal years ended December 31, 2017 and December 31, 2016, the aggregatenon-audit fees billed by Ernst & Young LLP for services rendered to State Street Institutional Investment Trust, State Street Master Funds and the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provided ongoing services to State Street Institutional Investment Trust or State Street Master Funds were approximately $28,718,894 and $26,000,000, respectively.

All of the services described above were approved by each STT Trust’s Audit Committee pursuant topre-approval policies and procedures adopted by the Audit Committee. Pursuant to such policies and procedures each Audit Committeepre-approves: (i) all audit andnon-audit services to be rendered to the STT Trusts by Ernst & Young LLP; and (ii) all permissiblenon-audit services related to the Trusts provided by Ernst & Young LLP to the Adviser or any affiliate thereof that provides ongoing services to the Trusts (collectively, “Covered Services”). Each Audit Committee has adoptedpre-approval procedures authorizing one or more members of the Audit Committee topre-approve from time to time, on behalf of the Audit Committee, all Covered Services to be provided by Ernst & Young LLP that are not otherwisepre-approved at a meeting of the Audit Committee, provided that such delegate reports to the full Audit Committee at its next regularly scheduled meeting. Each Audit Committee has delegated this generalpre-approval authority to the Chairperson, or aCo-Chairperson, of the Audit Committee. Thepre-approval procedures do not include delegation of the Audit Committee’s responsibilities to management.

The Audit Committee of each Board will periodically consider whether Ernst & Young LLP’s receipt ofnon-audit fees from the STT Trusts, the Adviser and all entities controlling, controlled by, or under common control with the Adviser that provide services to the STT Trusts is compatible with maintaining the independence of Ernst & Young LLP.

Trustees’ Compensation.

Each Independent Trustee receives for his or her services to the Elfun Diversified Fund, Elfun Government Money Market Fund, ElfunTax-Exempt Income Fund, Elfun Income Fund, Elfun International Equity Fund and Elfun Trusts and each constituent fund of SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, and State Street Navigator Securities Lending Trust (each a “Fund”) a $170,000 annual base retainer in addition to $22,500 for eachin-person meeting, $6,000 for each specialin-person meeting and $2,500 for each telephonic meeting from the Funds. The Chairmen receive an additional $50,000 annual retainer. (Mr. Holland and Mr. Taber do not currently serve on the Board of the Elfun Diversified Fund, Elfun Government Money Market Fund, ElfunTax-Exempt Income Fund, Elfun Income Fund, Elfun International Equity Fund and Elfun Trusts. As a result, their annual base retainer is currently $164,000 and Mr. Holland’s Chairman annual retainer is $49,000.) The Independent Trustees are reimbursed for travel and otherout-of-pocket expenses in connection with meeting attendance. As of the date of this Proxy Statement, the Trustees were not paid pension or retirement benefits as part of the Funds’ expenses.

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Each Interested Trustee serves without receiving compensation from the Funds.

The Trust’s officers are compensated by the Adviser and its affiliates.

The compensation that Independent Trustees received from SSGA Funds during the fiscal year ended August 31, 2018 and from State Street Institutional Investment Trust and State Street Master Funds during the year ended December 31, 2017 is set forth inAppendix D.

Information regarding the Officers.

Below are the names, years of birth, mailing address and business experience during the past five years of the principal officers of the STT Trusts. None of the officers listed below receives compensation from any of the STT Trusts.

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What happens if shareholders do not approve the Nominees?

If shareholders of an STT Trust do not approve the Nominees, such Trust will continue to be managed under the current Trustees and the Board will determine what action, if any, should be taken.

What does the Board recommend?

Each Board has determined that election of the four (4) Nominees as Trustees is in the interests of each STT Trust and its shareholders. Accordingly, after consideration of the above factors and other information it considered relevant, each Board, including all of the Independent Trustees, unanimously approved the nomination of each of the four (4) Nominees. Each Board is recommending that the shareholders vote “FOR” each of the Nominees.

EACH BOARD RECOMMENDS

THAT SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES UNDER THE PROPOSAL

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PROPOSAL 3

ELECT TRUSTEES FOR THE NAVIGATOR TRUST

This Proposal applies to the following trust (the “Navigator Trust”):

State Street Navigator Securities Lending Trust.

We are asking shareholders of the Navigator Trust to elect three (3) nominees as members of the Board of Trustees of that Trust, which Trustees, if elected, would serve on the Board with the seven (7) previously elected Trustees of the Navigator Trust. In connection with the election of the nominees, two current Trustees of the Navigator Trust—Messrs. Marshall and Williams—are scheduled to retire.

The members of the Board also considered the benefit to the Funds and other SSgA FM TrustsNavigator Trust of calling a meeting of shareholders to elect the Nominees at this time. In that regard,

Who are the nominees to the Board?

The Board of Trustees of the Navigator Trust (the “Board”) has nominated three (3) individuals (the “Nominees”) for election as Trustees of the Navigator Trust.

The Nominees are John R. Costantino and Donna M. Rapaccioli, each of whom is not an “interested person,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of the Navigator Trust (such individuals are commonly referred to as “Independent Trustees”), and Ellen M. Needham. Ms. Needham is an “interested person,” as defined in the 1940 Act, of the Navigator Trust because of her affiliation with State Street Global Advisors Trust Company, a wholly-owned subsidiary of State Street Bank and Trust Company (“State Street”), which includes the personnel and operations of the Adviser (“SSGA”). Ms. Needham currently serves as Senior Managing Director of SSGA and President of SSGA FM, investment adviser to the Navigator Trust.

If the Proposal is approved with respect to each Nominee, after the Special Meeting and the Trustee retirements scheduled to occur in connection with the Special Meeting, the Board noted that SSgA FMwould consist of ten Trustees. The three Nominees—Mses. Needham and Rapaccioli and Mr. Costantino—would be added to the Board. Seven of the current Board members—Ms. Spence and Messrs. Holland, Jessee, Riley, Ross, Shirk and Taber—have previously been elected by shareholders and would continue to serve on the Board alongside the Nominees after the Special Meeting. In connection with the election of the Nominees, two current Trustees—Messrs. Marshall and Williams—are scheduled to retire.

Each Nominee has agreedconsented to pay all costs associated with holding these shareholder meetings, includingserve as a Trustee and to being named in this Proxy Statement. If elected, each Nominee will serve as a Trustee for the costs associated with taking action on this Proposal (and similar proposals by other SSgA FM Trusts).lifetime of the Navigator Trust or until his or her death, resignation, retirement or removal. If a Trustee sooner dies, resigns or retires, each Board may, in its discretion and subject to the 1940 Act, select another person to fill the vacant position.

Prior to taking action to nominate each of the Nominees, the NominatingSub-Committee of the Governance Committee (defined below)(the “Nominating Committee”) of the Board reviewed the qualifications, experience and background of each of the Nominees. Some of the factors considered by the Nominating Committee included the following, among others: (1) the Nominee’s knowledge in matters relating to the mutual fund industry; (2) any experience possessed by the Nominee as a director or senior officer of other companies; (3) the Nominee’s educational background, reputation for high ethical standards, and professional integrity; (4) any specific financial, technical, or other expertise possessed by the Nominee and the extent to which such expertise would complement the Board’s existing mix of skills, core competencies, and qualifications; (5) the Nominee’s perceived ability to contribute to the ongoing functions of the Board, including the Nominee’s ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; and (6) if applicable, the Nominee’s ability to qualify as an independent trustee for purposes of the 1940 Act.

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Based upon all of the foregoing considerations,this review, the Nominating Committee recommended eachdetermined that nominating Mr. Costantino and Mses. Rapaccioli and Needham would be in the best interests of the shareholders of the Navigator Trust. The Board believes that these Nominees toare well suited for service on the Board due to their knowledge of the financial services sector, and their substantial experience in serving as a candidate for election as a Trustee. Atdirectors or trustees, officers or advisers of public companies and business organizations, including other investment companies.

Based upon this review, at a meeting of the Board held on September 26,

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2013,20, 2018, after discussion and further consideration of these matters,the matter, the Board voted unanimously to nominate each of the Nominees for election by shareholders. Each Nominee has consented to be named in the Proxy Statement and to serve as a Trustee if elected.

Who are the Nominees to the Board?

The Board of Trustees has nominated ten (10) Nominees for election as Trustees of the Trust. Shareholders are being asked to elect the Nominees as Trustees.

The Nominees are William L. Marshall, Patrick J. Riley, Richard D. Shirk, Bruce D. Taber and Scott F. Powers, each of whom is a current member of the Board, and Michael F. Holland, William L. Boyan, Rina K. Spence, Douglas T. Williams and James E. Ross, each of whom is not a current member of the Board. Each of William L. Marshall, Patrick J. Riley, Richard D. Shirk, Bruce D. Taber, Michael F. Holland, William L. Boyan, Rina K. Spence and Douglas T. Williams is not an “interested person” of the Trust, as defined in the 1940 Act (such individuals are commonly referred to as “Independent Trustees”). Scott F. Powers and James E. Ross are “interested persons” of the Trust, as defined in the 1940 Act, because of their affiliations with State Street Global Advisors, the investment management division of State Street Corporation.

To further align the boards that oversee the operations of the SSgA FM Trusts, on September 19, 2013 the boards of the other such SSgA FM Trusts also nominated for election each of the Nominees as members of each respective board.

If elected, each Nominee will serve as a Trustee for the lifetime of the Trust or until his death, resignation, retirement or removal. If a Trustee sooner dies, resigns or retires, the Board may, in its discretion and subject to the 1940 Act, select another person to fill the vacant position.

What are the qualifications of the Nominees?

Set forth below are the name, year of birth,names, ages, business experience during the past five years and other directorships of each of the Trustees and Nominees and other information relating to the professional experiences, attributes and skills relevant to each Trustee’s and Nominee’s qualifications to serve as a Trustee. The Nominees have varied experiences, attributes and skills that may be utilized in overseeing the activities of the Navigator Trust, reviewing contractual arrangements with companies that provide services to the Funds,Navigator Trust, and reviewing Fundfund performance. Among the attributes or skills common to all Nominees are their ability to (i) review critically, evaluate, question and discuss information provided to them, (ii) interact effectively with the other Trustees, the Adviser, other service providers, counsel and the independent registered public accounting firm, and (iii) exercise effective and independent business judgment in the performance of their duties as Trustees. Each Nominee’s ability to perform his or her duties effectively has been attained through the Nominee’s business, consulting, public service and/or academic positions and through experience from service as a member of thea Board, other investment companies and public companies, ornon-profit entities or other organizations as set forth below. Each Nominee’s ability to perform his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other life experiences. In considering the nomination of Messrs. Powers and Ross,Ms. Needham, the Board also considered the desirable composition of the Board and determined that it is appropriate and of benefit to shareholders to have representativesa representative of senior management of the FundsNavigator Trust serve as membersa member of the Board.

Following is a summary of the experience, attributes and skills that may be seen to qualify each Nominee to serve on the Board.Board:

Michael F. Holland:John R. Costantino: In addition to his tenure as a board member of various other funds advised by SSGA FM, Mr. Holland is an experienced business executive withCostantino has over 4330 years of experience in the financial services industry including 18private equity investing experience. He has also served as an officer or a board member of charitable organizations and public and private companies for over 30 years.

Donna M. Rapaccioli: Ms. Rapaccioli has over 26 years as a portfolio manager of another registered mutual fund; his experience includes service as a trustee, director or officer of various investment companies. He has served on the Board of Trustees and related Committees of State Street Institutional Investment Trust and State Street Master Funds for 14 years (since the trusts’ inception) and possesses significant experience regarding the operations and history of those trusts.

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William L. Boyan: Mr. Boyan is an experienced business executive with over 41 years of experience in the insurance industry; his experience includes prior service as a trustee, director or officer of various investment companies and charities and an executive position with a major insurance company. He has served on the Board of Trustees and related Committeesfull-time member of the State Street Institutional Investment Trustbusiness faculty at Fordham University, where she developed and taught undergraduate and graduate courses, including International Accounting and Financial Statement Analysis and has taught at the State Street Master Funds for 14 years (since the trusts’ inception) and possesses significant experience regarding the operations and history of those trusts.

Rina K. Spence: Ms. Spence is an experienced business executive with over 33 years of experience in the health care industry; her experience includes service as a trustee, director or officer of various investment companies, charities and utility companies and chief executive positions for various health care companies.MBA level. She has served on the BoardAssociation to Advance Collegiate Schools of TrusteesBusiness accreditation team visits, lectured on accounting and related Committees of the State Street Institutional Investment Trustfinance topics and the State Street Master Fundsconsulted for 14 years (since the trusts’ inception) and possesses significant experience regarding the operations and history of those trusts.numerous investment banks.

Douglas T. Williams: Mr. WilliamsEllen M. Needham: Ms. Needham is an experienced business executive with over 40 years of experience in the banking industry; his experience includes service as a trustee or director of various investment companies and charities and senior executive positions of major bank organizations. He has served on the Board of Trustees and related Committees of the State Street Institutional Investment Trust and the State Street Master Funds for 14 years (since the trusts’ inception) and possesses significant experience regarding the operations and history of those trusts.

James E. Ross: Mr. Ross is an experienced business executive with over 24 years of experience in the financial services industry; his experience includes service as a trustee, director or officer of various investment companies. He has served on the Board of Trustees of the State Street Institutional Investment Trust and the State Street Master Funds for six years and as President of the trusts for seven years and possesses significant experience regarding the trusts’ operations and history. Mr. Ross is also a senior executive officerSenior Managing Director of State Street Global Advisors.

William L. Marshall: Mr. Marshall is an experienced business executive with over 44 yearsAdvisors, Head of experience in the financial services industry; his experience includes service as an advisor trustee, or officerGlobal Funds Management, and President of various investment companies and charities. He has served on the Board of Trustees and related Committees of SSgASSGA Funds for 25 years and possesses significant experience regarding the operations and history of the Trust.

Patrick J. Riley: Mr. Riley is an experienced business executive with over 38 years of experience in the legal and financial services industries; his experience includes serviceManagement, Inc. Ms. Needham serves as a trustee or director of various investment companiesSSGA Funds Management, Inc. and Associate Justice of the Superior Court of the Commonwealth of Massachusetts. He has served on the Board of Trustees and related Committees of SSgA Funds for 25 years and possesses significant experience regarding the operations and history of the Trust.

Richard D. Shirk: Mr. Shirk is an experienced business executive with over 45 years of experience in the health care and insurance industries and with investment matters; his experience includes service as a trustee, director or officer of various health care companies and nonprofit organizations. He has served on the Board of Trustees and related Committees of SSgA Funds for 25 years and possesses significant experience regarding the operations and history of the Trust.

Bruce D. Taber: Mr. Taber is an experienced business executive with over 40 years of experience in the power generation, technology and engineering industries; his experience includes service as a trustee or director of various investment companies. He has served on the Board of Trustees and related Committees of SSgA Funds for 22 years and possesses significant experience regarding the operations and history of the Trust.

Scott F. Powers: Mr. Powers is an experienced business executive with over 30 years of experience in the financial services industry; his experience includes service as a trustee, director or officer of various investment companies and charities. He was recently elected to the SSgA Funds’ Board of Trustees and possesses significant experience regarding the operations and history of the Trust. Mr. Powers is also the president and chief executive officer of State Street Global Advisors.Advisors Funds Distributors, LLC. In her role, she is responsible for managing firm-wide processes that focus on governance, fund structure, subadviser oversight, tax, product viability, distribution, ongoing monitoring and regulatory coordination across all products globally. Ms. Needham has been involved in the investment industry for over thirty years, beginning her career at State Street in 1989.

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References to the experience, attributes and skills of Nominees above are pursuant to the requirements of the Securities and Exchange Commission (the “SEC”),SEC, do not constitute holding out of the Board or any Nominee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

The business address

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Assuming all of each Nominee is One Lincoln Street, Boston, Massachusetts 02111-2900.the Nominees are elected, the Board would consist of the following ten (10) individuals following the Special Meeting and scheduled Trustee retirements:

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9

1039

11

1240

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What are the Board’s responsibilities?

The Board of Trustees is responsible for overseeing generally the management, activities and affairs of the FundsNavigator Trust and has approved contracts with various organizations to provide, among other services,day-to-day management required by the applicable Trust. The Board has engaged the Adviser to manage the FundsNavigator Trust on aday-to-day basis. The Board is responsible for overseeing the Adviser and other service providers in the operation of the FundsNavigator Trust in accordance with the provisions of the 1940 Act, applicable Massachusetts lawstate laws and regulation,regulations, other applicable laws and regulations, and the Trust’s Master Trust Agreement.

Administrative servicesHow does the Board oversee risk management on behalf of the funds?

The Board has delegated management of the Navigator Trust to service providers who are responsible for theday-to-day management of risks applicable to the FundsTrust. The Board oversees risk management for the Trust in several ways. The Board receives regular reports from both the Chief Compliance Officer and administrator for the Trust, detailing the results of the Trust’s compliance with its Board-adopted policies and procedures, the investment policies and limitations of the Trust, and applicable provisions of the federal securities laws and the Internal Revenue Code of 1986, as amended. As needed, the Adviser discusses management issues regarding the Navigator Trust with the Board, soliciting the Board’s input on many aspects of management, including potential risks to the Trust. The Board’s Audit Committee also receives reports on various aspects of risk that might affect the Navigator Trust and offers advice to management, as appropriate. The Trustees also meet in executive session with the independent counsel to the Independent Trustees, the independent registered public accounting firm, counsel to the Navigator Trust, the Chief Compliance Officer and representatives of management, as needed. Through these regular reports and interactions, the Board oversees the risk management parameters for the Navigator Trust, which are currently providedeffected on aday-to-day basis by State Street Bank and Trust Company (“State Street” orservice providers to the “Administrator”). The Administrator’s mailing address is 4 Copley Place, 5th Floor, Boston, Massachusetts 02116.Trust.

How is the Board structured?

The Board of Trustees has determined that its leadership structure is appropriate in lightestablished various committees to facilitate the timely and efficient consideration of various matters of importance to Independent Trustees, the characteristics and circumstances of the Trust and each of the Funds, including factors such as the number of series or portfolios that comprise the Trust, the variety of asset classes those series reflect, the net assets of the Funds, the committee structure of theNavigator Trust, and the management, distributionTrust’s shareholders and other service arrangementsto facilitate compliance with legal and regulatory requirements. Currently, the Board has created an Audit Committee, Governance Committee, Valuation Committee and Qualified Legal and Compliance Committee. The purpose and function of the Funds.committees is described below.

Audit Committee. The leadership structureAudit Committee is composed of all of the Board may be changed, at any time andIndependent Trustees. The Audit Committee meets twice a year, or more often as required, in the discretion of the Board, including in response to changes in circumstances or the characteristics of the Funds.

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The Chairman presides at allconjunction with meetings of the Board of TrusteesTrustees. The Audit Committee oversees and participatesmonitors the Navigator Trust’s internal accounting and control structure, its auditing function and its financial reporting process. The Audit Committee is responsible for selecting and retaining the independent accountants for the Trust. The Audit Committee is responsible for approving the audit plans, fees and other material arrangements in respect of the engagement of the independent accountants, includingnon-audit services performed. The Audit Committee reviews the qualifications of the independent accountant’s key personnel involved in the preparationforegoing activities and monitors the independent accountant’s independence. A copy of the agenda for such meetings. He also servesAmended and Restated Audit Committee Charter is attached hereto as a liaison with management, service providers, officers, attorneys, and the other Independent Trustees generally between meetings. The Chairman may also perform other such functions as may be provided by the Board of Trustees from time to time. The Independent Trustees believe that the Chairman’s independence is consistent with, and appropriate in light of, the performance of his duties and the fulfillment of his obligations with respect to the Trust and the shareholders of the Funds. Except for any duties specified herein or pursuant to the Trust’s Master Trust Agreement, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board of Trustees generally.

The Independent Trustees regularly meet outside the presence of management and are advised by independent legal counsel. The Board of Trustees has determined that its committees (described below) help ensure that the Trust has effective and independent governance and oversight. The Board of Trustees also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from management of the Trust, including the Adviser.

Appendix A. During the fiscal year ended AugustDecember 31, 2013,2017, the BoardAudit Committee held eight meetings and each incumbent Trustee Nominee who was then a memberfour meetings.

Governance Committee. The Governance Committee is composed of all the Board was present for at least 75% of the aggregate number of meetings of the Board held during the period for which he has been a Trustee and meetings held by all committees on which he served during the period that he served.

Independent Trustees. The Trust has a Nominating Sub-Committeeprimary functions of the Governance Committee, (the “Nominating Committee”)including the Nominating Committee (asub-committee of the Governance Committee), whichis to review and evaluate the composition and performance of the Board; make nominations for membership on the Board and committees; review the responsibilities of each committee; and review governance procedures, compensation of Independent Trustees and independence of outside counsel to the Trustees. The Nominating Committee operates pursuant to a joint charter that has been approved by the Board. A copy of the Nominating Committee Charter is attached hereto asAppendix AB. The Nominating Committee is comprised entirely of Independent Trustees. The Nominating Committee is responsible for

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evaluating and recommending the nomination of candidates for election as independent trustees of the Trust. A potential nominee must have a college degree or equivalent business experience. The Nominating Committee may take into account a wide variety of factors in considering potential nominees, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) relevant industry and related experience, (iii) educational background, (iv) financial expertise, (v) ability, judgment and expertise and (vi) overall diversity of the Board’s composition. The Nominating Committee will consider nominees to the Board recommended by shareholders.investors. Recommendations should be submitted in accordance with the procedures set forth in the Nominating Committee Charter and should be submitted in writing to the Navigator Trust, to the attention of the Trust’s Secretary, at the address of the principal executive offices of the Navigator Trust. ShareholderInvestor recommendations must be delivered to, or mailed and received at, the principal executive offices of the Trust not less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the date of the Board or shareholderinvestor meeting at which the nominee candidate would be considered for election. The Governance Committee performs an annual self-evaluation of Board members. During the fiscal year ended AugustDecember 31, 2013,2017, the NominatingGovernance Committee held no meetings.

How does the Board Oversee Risk Management on behalf of the Funds?

The Funds and the Trust are subject to a number of risks, including investment, compliance, operational, and valuation risks. Day-to-day risk management functions are within the responsibilities of the Adviser, the Administrator, State Street Global Markets, LLC (the Funds’ Distributor (the “Distributor”)) and the other service providers (depending on the nature of the risk) that carry out the Trust’s investment management, distribution and business affairs. Each of the Adviser, the Administrator, the Distributor and the other service providers have their own, independent interests and responsibilities in risk management, and their policies and methods of carrying out risk management functions will depend, in part, on their individual priorities, resources and controls.

Risk oversight forms part of the Board’s general oversight of each Fund and the Trust and is addressed as part of various activities of the Board of Trustees and its committees. As part of its regular oversight of the Funds

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and Trust, the Board of Trustees, directly or through a committee, meets with representatives of various service providers and reviews reports from, among others, the Adviser, the Administrator, the Distributor, the Chief Compliance Officer of the Funds, and the independent registered public accounting firm for the Funds regarding risks faced by the Funds and relevant risk management functions. Each of the Adviser and other service providers have their own, independent interest in risk management, and their policies and methods of carrying out risk management functions will depend, in part, on their analysis of the risks, functions and business models.

The Board of Trustees, with the assistance of management, reviews investment policies and risks in connection with its review of the Fund’s performance. The Board of Trustees has appointed a Chief Compliance Officer for the Funds who oversees the implementation and testing of the Funds’ compliance program and reports to the Board regarding compliance matters for each Fund and its principal service providers. Material changes to the compliance program are reviewed by and approved by the Board of Trustees. In addition, as part of the Board’s periodic review of the Funds’ advisory, sub-advisory, administrative, distribution and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible, including the manner in which such service providers implement and administer their codes of ethics and related policies and procedures. For certain of its service providers, such as the Adviser and the Distributor, the Board of Trustees also reviews business continuity and disaster recovery plans. With respect to valuation, the Board of Trustees approves and periodically reviews valuation policies and procedures applicable to valuing each Fund’s shares. The Adviser is responsible for the implementation and day-to-day administration of these valuation policies and procedures and provides reports periodically to the Board of Trustees regarding these and related matters. In addition, the Board receives reports at least annually from the independent registered public accounting firm for the Funds regarding tests performed by such firm on the valuation of all securities. Reports received from the Adviser and the independent registered public accounting firm assist the Board of Trustees in performing its oversight function of valuation activities and related risks.

The Board of Trustees recognizes that not all risks that may affect the Trust or a Fund may be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks to achieve a Fund’s goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees that may relate to risk management matters are typically summaries of the relevant information. As a result of the foregoing and other factors, the function of the Board of Trustees with respect to risk management is one of oversight and not active involvement in, or coordination of, day-to-day risk management activities for the Trust. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.

What are the Board’s committees?

The Board has implemented a committee structure that allows the Board to allocate areas of responsibility among committees of Independent Trustees and the full Board in a manner reasonably designed to enhance effective oversight of the Funds by the Board. The purpose and function of the committees is described below. Each committee is currently comprised of all of the Independent Trustees.

Audit Committee. The Audit Committee’s primary functions are to recommend the selection, retention or termination of auditors and, in connection therewith, to evaluate the independence of the auditors, including whether the auditors provide any consulting services to the manager, and to receive the auditors’ specific representations as to their independence; meet with the Funds’ independent auditors, including private meetings, as necessary to: (i) review the arrangements for and scope of the annual audit and any special audits; (ii) discuss any matters of concern relating to the Funds’ financial statements, including any adjustments to such statements recommended by the auditors, or other results of said audit(s); (iii) consider the auditors’ comments with respect to the Funds’ financial policies, procedures and internal accounting controls and management’s responses thereto; (iv) review the form of opinion the auditors propose to render to the Board and shareholders; (v) consider the effect upon the Trust of any changes in accounting principles or practices proposed by management or the

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auditors; (vi) review the fees charged by the auditors for audit and non-audit services; (vii) investigate improprieties or suspected improprieties in Fund operations; (viii) consider and, if appropriate, pre-approve Fund audit services and associated fees; (ix) consider and, if appropriate, pre-approve non-audit services provided to the Funds and to the Funds’ Adviser or service affiliates (entities that are affiliated with the Funds’ investment adviser and provide ongoing services to the Funds) where the services have a direct impact on the operations of financial reporting of the Funds; (x) receive and consider, prior to the filing of an audit report with the SEC, reports from the Funds’ independent auditor regarding their audit; (xi) receive and consider reports from Fund management of any significant deficiencies in the design or operation of the Funds’ internal controls; (xii) report its activities to the full Board on a regular basis and to make such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate; and (xiii) perform such other functions consistent with the Audit Committee Charter, Trust’s Bylaws and governing law, as the Audit Committee or the Board deems necessary or appropriate. The Trustees have adopted a written charter for the Audit Committee, a copy of which is attached hereto asAppendix B. The Audit Committee meets regularly and for the fiscal year ended August 31, 2013, it held fivetwo meetings.

Valuation Committee.Committee. The Trust has established a Valuation Committee.Committee is composed of all the Independent Trustees. The Valuation Committee’s primary purpose is to review the actions and recommendations of the Adviser’s Oversight Committee no less often than quarterly. The Navigator Trust has established procedures and guidelines for valuing portfolio securities and makesmaking fair value determinations from time to time through the Valuation Committee, with the assistance of the Oversight Committee, State Street and SSgASSGA FM. The Valuation Committee reviews the actions and recommendations of the Oversight Committee in connection with quarterly Board meetings. ForDuring the fiscal year ended AugustDecember 31, 2013,2017, the Valuation Committee held no meetings.

Governance Committee. The primary functions of the Governance Committee, including the Nominating Committee (a sub-committee of the Governance Committee), is to review and evaluate the composition and performance of the Board; make nominations for membership on the Board and committees; review the responsibilities of each committee; and review governance procedures, compensation of Independent Trustees, and independence of outside counsel to the Trustees. The Governance Committee performs an annual self-evaluation of Board members. The Governance Committee meets regularly and for the fiscal year ended August 31, 2013, it held threefour meetings.

Qualified Legal and Compliance Committee. The primary functions of the Qualified Legal and Compliance Committee (the “QLCC”) is composed of all the Independent Trustees. The primary functions of the QLCC are to receive quarterly reports from the Navigator Trust’s Chiefchief compliance officer (the “Chief Compliance Officer;Officer”); to oversee generally the Navigator Trust’s responses to regulatory inquiries; and to investigate matters referred to it by the Chief Legal Officer and make recommendations to the Board regarding the implementation of an appropriate response to evidence of a material violation of the securities laws or breach of fiduciary duty or similar violation by the Navigator Trust, its officers or the Trustees. The QLCC meets regularly and duringDuring the fiscal year ended AugustDecember 31, 2013, it2017, the QLCC held four meetings.

During the fiscal year ended December 31, 2017, the Board of the Navigator Trust held seven (7) meetings and each Trustee who was then a member of the Board was present for at least 75% of the aggregate number of meetings of the Board held during the period for which he or she has been a Trustee and meetings held by all committees on which he or she served during the period that he or she served.

Ownership of Fund Shares.

The table below sets forth the dollar value of all shares of each Fundthe Navigator Trust’s constituent fund and of all funds within the family of investment companies held directly or indirectly by each Trustee or Nominee as of August 31, 2013.September 30, 2018. To the best of the Navigator Trust’s knowledge, as of September 30, 2018, no Trustee or Nominee owned 1% or more of the outstanding shares of any class of a fund of Navigator Trust, and the Trustees and Nominees of the funds owned, as a group, less than 1% of the shares of each class of each fund of Navigator Trust.

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To the best of the Navigator Trust’s knowledge, as of September 30, 2018 no person owned beneficially more than 5% of the outstanding shares of any class of any fund’s securities, except as set out inAppendix C to this Proxy Statement.

Independent Public Accountants.

The accounting firm of DeloitteErnst & ToucheYoung LLP (“Deloitte”) currently serves as the registered independent public accountant (the “Independent Auditor”) for the SSgA Funds.Navigator Trust. The Board has selected DeloitteErnst & Young LLP as the Independent Auditor to auditexamine and report on the financial statements of the FundsNavigator Trust for the fiscal year ending AugustDecember 31, 2014.2018.

Representatives of DeloitteErnst & Young LLP are not expected to be represented at the Special Meeting, but a representative of Deloitte is expected to be available via telephone during the Special Meeting to respond to appropriate questions and will have the opportunity to make a statement if the representative so desires.

Audit Fees.For the fiscal 2013,year ended December 31, 2017, the aggregate audit fees billed for professional services rendered by DeloitteErnst & Young LLP, the Navigator Trust’s principal accountant, for the audit of the SSgA Funds’Navigator Trust’s annual financial statements or services normally provided by Ernst & Young LLP in connection with the Navigator Trust’s statutory and reviewregulatory filings and engagements were $64,000. For the fiscal year ended December 31, 2016, the aggregate audit fees billed for professional services rendered by PricewaterhouseCoopers LLP (“PwC”), the Navigator Trust’s prior principal accountant, for the audit of the semi-annualNavigator Trust’s annual financial statements totaled $315,500. Those fees for fiscal 2012or services normally provided by PwC in connection with the Navigator Trust’s statutory and regulatory filings and engagements were $389,400.$91,716.

Audit-Related Fees.For the fiscal 2013, the aggregateyears ended December 31, 2017 and December 31, 2016, there were no fees billed by Deloitte for assurance and related services that arewere reasonably related to the performance of the audit and review of the SSgA Funds’Navigator Trust’s financial statements and arethat were not reported under “Audit Fees” totaled $96,267. Those fees for fiscal 2012 were $96,100. These fees, for both years, were assessed for examinations of securities pursuant to Rule 17f-2 under the 1940 Act.Fees.”

Tax Fees.For the fiscal 2013,year ended December 31, 2017, the aggregate tax fees billed by Deloitte for its professional services relatedrendered to the Navigator Trust by Ernst & Young LLP for tax compliance, tax advice, and tax planning totaled $98,600.in the form of preparation of excise filings and income tax returns were $12,036. For the fiscal 2012, thoseyear ended December 31, 2016, the aggregate tax fees billed for professional services rendered to the Navigator Trust by PwC for tax compliance, tax advice, and tax planning in the form of preparation of excise filings and income tax returns were $135,100.$33,560.

All Other Fees. Deloitte did not billFor the SSgA Funds for any products or services, except as noted above, in fiscal 2013 or 2012.

The aggregate non-audityear ended December 31, 2017, there were no fees billed by Deloitte for professional services rendered by Ernst & Young LLP for products and services provided by Ernst & Young LLP to the SSgA Funds,Navigator Trust, other than the services noted above. For the fiscal year ended December 31, 2016, there were no fees billed for professional services rendered by PwC for products and services provided by PwC to the Navigator Trust, other than the services noted above.

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For the fiscal year ended December 31, 2017, the aggregate fees billed for professional services rendered by Ernst & Young LLP for products and services provided by Ernst & Young LLP to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the SSgA Funds forNavigator Trust that (i) relate directly to the operations and financial reporting of the Navigator Trust and (ii) werepre-approved by the Audit Committee, were $7,777,372.

For the fiscal yearsyear ended AugustDecember 31, 20132016, the aggregate fees billed for professional services rendered by PwC for products and Augustservices provided by PwC to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Navigator Trust that (i) relate directly to the operations and financial reporting of the Trust and (ii) werepre-approved by the Audit Committee, were $0.

For the fiscal year ended December 31, 20122017, the aggregatenon-audit fees billed by Ernst & Young LLP for services rendered to the Navigator Trust and the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provided ongoing services to the Navigator Trust were $6,490,428$28,718,894. For the fiscal year ended December 31, 2016, the aggregatenon-audit fees billed by PwC for services rendered to the Trust and $1,315,158, respectively.the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provided ongoing services to the Navigator Trust were $13,513,444.

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All of the services described above were approved by the Navigator Trust’s Audit Committee pursuant topre-approval policies and procedures adopted by the Audit Committee. Pursuant to such policies and procedures theeach Audit Committeepre-approves: (i) all audit andnon-audit services to be rendered to the SSgA FundsNavigator Trust by Deloitte;Ernst & Young LLP; and (ii) all permissiblenon-audit services related to the SSgA FundsTrust provided by DeloitteErnst & Young LLP to the Adviser or any affiliate thereof that provides ongoing services to the SSgA FundsTrust (collectively, “Covered Services”). The Audit Committee has adoptedpre-approval procedures authorizing one or more members of the Audit Committee topre-approve from time to time, on behalf of the Audit Committee, all Covered Services to be provided by Deloitte whichErnst & Young LLP that are not otherwisepre-approved at a meeting of the Audit Committee, provided that such delegate reports to the full Audit Committee at its next regularly scheduled meeting. The Audit Committee has delegated this generalpre-approval authority to the Chairman and alternate ChairmanChairperson, or aCo-Chairperson, of the Audit Committee. Thepre-approval procedures do not include delegation of the Audit Committee’s responsibilities to management.

The Audit Committee of the Board will periodically consider whether Deloitte’sErnst & Young LLP’s receipt ofnon-audit fees from the SSgA Funds,Navigator Trust, the Adviser and all entities controlling, controlled by, or under common control with the Adviser that provide services to the SSgA FundsNavigator Trust is compatible with maintaining the independence of Deloitte.Ernst & Young LLP.

RemunerationChange in Audit Firm

On February 15, 2017, the Audit Committee (the “Committee”) of Trustees.the Board of the Navigator Trust dismissed PricewaterhouseCoopers LLP (“PwC”), 101 Seaport Boulevard, Suite 500, Boston, MA 02210, as the Navigator Trust’s independent registered public accounting firm effective following the issuance by PwC of their report on the Navigator Trust’s December 31, 2016 annual financial statements.

The reports of PwC on the Navigator Trust’s financial statements for the fiscal years ended December 31, 2016 and 2015 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle.

During the fiscal years ended December 31, 2016 and 2015, and in the subsequent interim period through February 15, 2017, there were: (a) no disagreements with PwC on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the matter in their reports on the financial statements for such years; and (b) no reportable events (as defined in RegulationS-K 304(a)(1)(v)).

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The Navigator Trust has provided a copy of the foregoing disclosures to PwC and requested that PwC furnish it with a letter addressed to the Securities and Exchange Commission stating whether PwC agrees with the above statements. A copy of PwC’s letter, dated August 24, 2017, is included as an exhibit to the Navigator Trust’s FormN-SAR for the period ended June 30, 2017.

On February 15, 2017, the Audit Committee also approved the appointment of Ernst & Young LLP, 200 Clarendon Street, Boston, MA 02116, as the Navigator Trust’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

During the two most recent fiscal years and in the subsequent interim period through February 15, 2017, neither the Navigator Trust nor anyone on its behalf has consulted with Ernst & Young LLP with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Navigator Trust’s financial statements, and neither a written report nor oral advice was provided to the Navigator Trust that was an important factor considered by the Navigator Trust in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a disagreement or a reportable event (as defined in RegulationS-K 304(a)(1)(v)).

Trustees’ Compensation.

Each Independent Trustees are compensated onTrustee receives for his or her services to the Elfun Diversified Fund, Elfun Government Money Market Fund, ElfunTax-Exempt Income Fund, Elfun Income Fund, Elfun International Equity Fund and Elfun Trusts and each constituent fund of SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, and State Street Navigator Securities Lending Trust (each a calendar year basis. The compensation schedule in effect since January 1, 2013 is an“Fund”) a $170,000 annual base retainer fee of $100,000in addition to $22,500 for eachin-person meeting, $6,000 for each specialin-person meeting and annual retainers$2,500 for committee membership as follows: $6,000 (Audit Committee); $4,000 (Governance and Nominating Committee); and $4,000 (QLCC).each telephonic meeting from the Funds. The SSgA Funds’ Chairman receives an additional annual retainer of $40,000. The Committee Chairmen receive an additional $50,000 annual retainer. (Mr. Holland and Mr. Taber do not currently serve on the Boards of the Elfun Diversified Fund, Elfun Government Money Market Fund, ElfunTax-Exempt Income Fund, Elfun Income Fund, Elfun International Equity Fund and Elfun Trusts. As a result, their annual base retainer is currently $164,000 and Mr. Holland’s Chairman annual retainer fee as follows: $10,000 (Audit Committee); and $5,000 (Governance and Nominating Committees, QLCC, and Valuation Committee). The Independent Trustees are paid a fee for each meeting attended of $6,000 (regular Board of Trustees meetings and meetings of the Independent Trustees); $4,000 (Audit Committee meetings); $2,500 (Governance and Nominating Committee meetings); $2,500 (special QLCC meetings); and $2,500 (special telephonic meetings).

is $49,000.) The Independent Trustees are reimbursed for travel and otherout-of-pocket expenses in connection with meeting attendance. As of the date of this Proxy Statement, the Trustees were not paid pension or retirement benefits as part of the Trust’sFunds’ expenses. However, the Trust has, pursuant to an exemptive order

Each Interested Trustee serves without receiving compensation from the SEC, implemented an optional deferred compensation plan by which the Independent Trustees may defer receipt of compensation and receive a return on the deferred amount determined with reference to the performance of shares of specified Funds. As of the fiscal year ended August 31, 2013, none of the Independent Trustees were participating in the optional deferred compensation program.

The Trust’s officers are compensated by either the Administrator or the Adviser or theirand its affiliates.

The table below shows the compensation that theIndependent Trustees received from the FundsNavigator Trust during the fiscal year ended AugustDecember 31, 2013. The election of the ten (10) Nominees as Trustees of all of the SSgA FM Trusts may result2017 is shown in an increase Trustee-related compensation and expenses borne by some Funds, although that increase, if any, is not expected to be substantial.Appendix D.

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Information regarding the Officers.

Below are the names, years of birth, mailing address and business experience during the past five years of the principal officers of the Funds.Navigator Trust. None of the officers listed below receives compensation from any of the Funds. No changes to the officers of the Trust are being proposed.Navigator Trust.