The Money Market Fund has retained SSGA FM to manage the United States.Fund’s assets. The determinationMoney Market Fund pays SSGA FM a sub-advisory fee for its services based upon the Fund’s average daily net assets. For the fiscal year ended December 31, 2015, the Money Market Fund paid SSGA FM 0.02% (annualized) of whereits average daily net assets for investment management services.

With respect to the Money Market Fund, GEAM has voluntarily undertaken to subsidize its management expense and/or certain expenses of the Money Market Fund to the extent necessary to maintain a minimum annualized net yield of 0.00%. It is expected that SSGA FM will continue to voluntarily undertake to subsidize its management expense and/or certain expenses of the Money Market Fund to the extent necessary to maintain a minimum annualized net yield of 0.00%. This voluntary management expense and/or other expense subsidy may be modified or discontinued by SSGA FM at any time without prior notice. GEAM may recapture any reduced fees or subsidized expenses for up to three years from the date reduced, provided that the total operating expense ratio for the Money Market Fund, after giving effect to the recoupment, would not exceed 0.60% for the fiscal year in which the recoupment is made. There can be no assurance that these expense subsidies will be sufficient to avoid any loss.

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

Portfolio Management Teams

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

Material Terms of the New Investment Advisory and Administration Agreement

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

Investment Management Services.Under the issuer (a) is organized, (b) derives at least 50%New Investment Advisory and Administration Agreement, the Adviser will recommend to the Trustees certain individuals to fill the positions of its revenues or profits from goods produced or sold, investments made or services performed, (c) has at least 50%Manager, Secretary and, if the Trustees so desire, Assistant Secretary and other officers of itsthe Funds. The Adviser also will be responsible for providing a continuous investment management program for the Funds’ assets situated, or (d) hasand managing the principal trading market for its securities. Foreign securities may be denominated in non-U.S. currenciesinvestment and traded outsidereinvestment of all the United States or may beassets in the form of depositary receipts. Depositary receipts represent interests in an account at a bank or trust company which holds equity securities. These interests may include American Depositary Receipts (held at U.S. banks and traded in the United States) (“ADRs”), European Depositary Receipts, Global Depositary Receipts or other similar instruments. Foreign securities may also include foreign debt securities that are issued by foreign corporations or governments.

In additionFunds from time to time, subject to the proposed amendment, it is further proposed thatsupervision and direction of the current fundamental policyBoard. Among other things, the Adviser will be responsible for all investment decisions regarding foreignpurchases and sales of securities be reclassified as a non-fundamental policy. The Fund’sand other property, the retention of securities, and the retention of uninvested cash. Upon request by the Trustees, the Adviser will make recommendations with respect to the adoption or modification of investment policies are classified as either “fundamental”and the Funds’ objectives. Subject to the supervision and direction of the Trustees, the Adviser will arrange for the payment from the assets of the Funds all amounts necessary to discharge obligations incurred by or “non-fundamental.” Underon behalf of the 1940 Act, investment policies relating to certain subjects must be classified as fundamental. Investment policies that are deemed fundamental can be changed only by a unitholder vote. In contrast, those investment policies that are not fundamental may be changedFunds. The Adviser will vote all securities beneficially owned by the Board without unitholder approval.Fund in accordance with policies and procedures established by the Trustees. The 1940 Act does not currently requireAdviser will keep the Funds informed of developments materially affecting the Fund and furnish information on its own initiative as appropriate.

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Administrative Services. Subject to the oversight, supervision and direction of the Trustees, the Adviser agrees to serve as administrator to the Funds, and in this capacity, will furnish the Funds statistical and research data, clerical help and accounting, data processing, bookkeeping, internal auditing services and certain other services required by the Funds. The Adviser will (i) prepare and distribute, or cause the Fund to have fundamental policies governing its purchase of foreign securities.

If this Proposal 1 is approvedprepare and distribute, all reports including reports to the Unitholders which are required by Federal and state regulatory authorities, as well as any other reports specifically requested by the Fund’s unitholders atTrustees from time to time; (ii) maintain, or cause the Meeting,Fund to maintain, the proposed amendment and reclassificationrecords of this fundamental investment policy willall security transactions of the Fund required to be adoptedmaintained by applicable law or as requested by the Trustees; (iii) cooperate with the independent public accountants retained by the Trustees in their examination of the Fund and will take effect whencooperate in any inspection of the accounts and records by the Trustees; (iv) compute, or cause the Fund to compute, the net asset value for the Fund in accordance with the Fund’s organizational documents (referred to herein as the “Trust Agreement”) and the Fund’s prospectus (the “Prospectus”) and statement of additional information (the “SAI”“Registration Statement”) are updated; (v) prepare, or cause the Fund to reflectprepare, such reports to, and filings with Federal, state or local governmental authorities, including tax returns, as may be required by applicable law or as requested by the changes. IfTrustees; (vi) submit periodically to the unitholdersTrustees, or cause the Fund to submit periodically to the Trustees, written reports covering fund transactions, the results of the Fund’s operations, the assets and financial condition of the Fund, failand such other information in such form and at such times as the Trustees may reasonably request; and (vii) be responsible for causing the Fund to approve this Proposal 1,effect adequate routines to collect, receive and deposit all income of the current fundamental investment policy will remain in effect.

Benefit of Proposed ChangeFund and other payments to the Fund, including stock dividends, rights, warrants and similar items, but excluding payments associated with subscriptions and redemptions.

Compensation. The New Investment Advisory and Administration Agreement fixes the investment advisory and administration fee for each Fund at or below the historical five-year average of each Fund’s Fundamental Investment Policy Regarding Foreign Securitiesmanagement expenses incurred under GEAM’s cost recovery model currently in effect for the Funds. The following table sets forth, for each Fund, the proposed management fee rate:

Because the Funds currently are employees’ securities companies, the Existing GEAM Agreements are required to limit GEAM’s compensation for a Fund to a reimbursement of GEAM’s pro-rata costs of managing the Fund. After the closing date of the Transaction, the Funds no longer will be employees’ securities companies and, in certain instances, a Fund’s investment advisory and administration fee rate listed above may result in SSGA FM earning a profit or loss with respect to one or more Funds, as is typically the case for mutual funds that are not employees’ securities companies.

The tables below show current and pro forma fees (along with expense examples) for each Fund, reflecting the impact of the proposed changemanagement fee. The expense examples below are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. Each example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your units at the end of those periods or continue to hold them. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be those shown in each expense example.

Elfun Trusts

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Expense Example

Equity Fund

Expense Example

Diversified Fund

Expense Example

Money Market Fund

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Expense Example

Income Fund

Expense Example

Tax Exempt Fund

Expense Example

Expenses. Under the New Investment Advisory and Administration Agreement, costs to be borne by the Fund include, but are not limited to: the direct and indirect costs of SSGA FM personnel providing investment advisory and other services to the Fund (but no compensation related strictly to their services as officers and Trustees of the Fund); the costs of internal and external accounting, audit, legal and compliance services; the costs of maintaining the Fund’s fundamental investment policy regarding foreign issuers is expectedexistence; the costs attributable to benefitunitholder services (including without limitation, telephone and personnel expenses); charges and expenses of any registrar; the costs of custody, transfer agency and recordkeeping services in connection with the Fund; brokerage fees and expenses; taxes; interest on borrowings; registration costs of the Fund and its units under Federal and state securities laws; the cost and expense of printing, including typesetting and distributing to regulatory authorities and the Fund’s unitholders, for the following reasons:

First, the proposed change is designed to provideprospectuses and statements of additional information describing the Fund with greater investment flexibilityand any supplements to pursue its investment objective and principal investment strategies and to take advantage of investment opportunities presented by a world that has become increasingly more global. Markets outside the United States (U.S.) have matured over the years, with better transparency and liquidity. Foreign companies have also improved their quality of management, corporate governance and financial strength. U.S.-based stocks now make up less than halfthose documents; all expenses incurred in conducting meetings of the weightFund’s unitholders and meetings of the Fund’s Board of Trustees relating to the Fund; all expenses incurred in global stock indexes representedpreparing, printing and mailing proxy statements and reports to unitholders of the Fund; all expenses incident to any dividend, withdrawal or redemption options provided to Fund unitholders; charges and

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expenses of any outside service used for pricing the Fund’s portfolio securities and calculating the net asset value of the Fund’s units; membership dues of industry associations; postage; insurance premiums on property or personnel (including Fund officers and Trustees) of the Fund that inure to their benefit; extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification relating thereto); and all other costs of the Fund’s operations.

Limitation of Liability. The Adviser will exercise its best judgment in rendering its services, except that it will not be liable for any error of judgment or mistake of law or for any loss suffered by market capitalization such as the MSCI All-Country World Index.¹ Investors have become increasingly globally-oriented,Funds in connection with higher values of U.S. securities (both debtthe matters to which the New Investment Advisory and equities) held by foreigners, as well as larger amounts of international securities held by U.S. investors.²

WhileAdministration Agreement relates, other than a loss resulting from willful misfeasance, bad faith or gross negligence on the U.S. remains a key part of the global economy, growthAdviser in the performance of its duties under the New Investment Advisory and Administration Agreement or from the Adviser’s reckless disregard of its obligations and duties under the New Investment Advisory and Administration Agreement.

Amendment or Assignment. The New Investment Advisory and Administration Agreement is increasingly being drivennot assignable and any such attempted “assignment” (as defined in the 1940 Act) will automatically act to terminate the New Investment Advisory and Administration Agreement. Any amendment must be in writing signed by overseas developing economies such as China and India. Accordingthe parties to the International MonetaryNew Investment Advisory and Administration Agreement.

Term and Termination. The New Investment Advisory and Administration Agreement will continue, with respect to each Fund, for an initial two year term and will continue thereafter so long as the U.S.’s percentagecontinuance is specifically approved at least annually (a) by the Board or (b) by a vote of world gross domestic product is expected to be less than 20% in 2008. Emerging and developing economies’ share of the world GDP “pie” has now increased to roughly half, and is on an increasing trend, with advanced economies (including the U.S.) making up the other half. The balance of trade has also shifted, with the import-heavy U.S. now a substantial debtor nation. Even among advanced economies, leadership in economic growth rates vary from period to period. Also, performance leadership has historically shifted, sometimes in multi-year periods, between U.S. and non-U.S. markets.

The ability to invest a greater percentagemajority of the Fund’s assetsoutstanding voting securities, as defined in foreign securities may provide enhanced investment opportunities and increased diversificationthe 1940 Act, provided that in either event the continuance is also approved by a majority of the Trustees who are not parties to the Fundagreement or “interested persons” (as defined in the 1940 Act) of any party to the agreement, by giving itvote cast in person at a meeting called for the ability to add securities from various foreign countries (i) which offer different investment opportunities, (ii) thatpurpose of voting on the approval. The New Investment Advisory and Administration Agreement may be affectedterminated without penalty by different economic trends, (iii) whose stock marketseither the Funds or the Adviser upon not more than 60 days’ and not less than 30 days’ prior notice to the other.

Services to Other Clients. The New Investment Advisory and Administration Agreement provides that the Adviser may act as investment manager or adviser to various fiduciary or other managed accounts. Persons employed by the Adviser to assist in the performance of its duties under the New Investment Advisory and Administration Agreement will not movedevote their full time to that service and nothing contained in a manner parallelthe New Investment Advisory and Administration Agreement will be deemed to U.S.

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markets, and (iv) whose stock markets, when taken collectively, continue to grow thereby increasinglimit or restrict the size and valueright of the global securities market while the size and valueAdviser or any affiliate of the U.S. market,Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

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

Notwithstanding references to the New Investment Advisory and Administration Agreement as part“new,” this agreement is substantially similar to the Existing GEAM Agreements. The New Investment Advisory and Administration Agreement does not change substantially the existing terms as to: advisory services, limitation of liability, term, or continuance and termination.

Below is a description of the overall global securities market, diminishes. Amendingmaterial differences in terms (other than terms related to fees, which are described above) between the Existing GEAM Agreements and the New Investment Advisory and Administration Agreement. The following are only summaries and are qualified in their entirety by reference to the New Investment Advisory and Administration Agreement set out inExhibit C.

Change of Adviser and Administrator.GEAM will no longer serve as investment adviser and administrator to the Funds as of the closing date of the Transaction. Instead, as of such closing date, SSGA FM will serve as investment adviser and administrator to each Fund under the New Investment Advisory and Administration Agreement, if such agreement is approved by the Fund’s 20% limitation onunitholders.

Adviser’s Duties with Respect to Sub-Advised Funds.The New Investment Advisory and Administration Agreement clarifies the purchaseAdviser’s responsibility with respect to the selection and oversight of foreign securities would provide it withsub-advisers. As is currently the flexibilitycase for GEAM, the Adviser will be responsible for identifying and recommending to respondthe Board sub-advisers to adverse domestic market developments in the future and to take advantagemanage some or all of the growing global securities market by investing inassets of a greater percentageFund; appointment of foreign securities. Moreover, GEAM believes that the abilitya sub-adviser is, of course, subject to invest a greater percentage of the Fund’s assets in the foreign securities may result in enhanced performance of the Fund and would add value over the long term.

Second, the proposed changes would not affect the Fund’s investment objective and investment strategies. Additionally, these changes should not result in a substantial change in the manner in which the Fund is currently being managed.

Third, by reclassifying this fundamental policy, the Board will be able to take appropriate and timely action to amend the new non-fundamental policy without the expense and delay associated with a unitholder meeting, in the event that GEAM determines, with the approval of the Board and the Independent Trustees. The Adviser is then responsible for overseeing generally the performance of

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the sub-advisers, and reporting to the Board regarding that greater flexibility is requiredperformance. The New Investment Advisory and Administration Agreement makes clear that the Adviser will not be liable for any investment decision or any other act or omission on the part of a sub-adviser, including any failure by a sub-adviser to more effectively managecomply with any policies, procedures, guidelines, or objectives of a Fund.

Brokerage and Execution.The New Investment Advisory and Administration Agreement retains the assetsapproach of the Fund, as discussed above, or if regulatory changes occurExisting GEAM Agreements to brokerage and execution, requiring the Adviser to seek the best overall terms available in selecting brokers to execute transactions for the Funds. Section 28(e) under the Exchange Act, provides a “safe harbor” to investment advisers who make use of soft-dollar arrangements to obtain brokerage and research services through the transactions they place for client accounts. The Existing GEAM Agreements appear to have been drafted to take advantage of that safe harbor. The New Investment Advisory and Administration Agreement builds on the language in the future.Existing GEAM Agreements, but expands such language to state expressly the standard set out in Section 28(e):

Risks“SSGA FM shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of Proposed Changeits having caused a Fund to the Fund’s Fundamental Investment Policy Regarding Foreign Securities

In approving this Proposal 1, the Fund may potentially increase its exposurepay a broker or dealer that provides brokerage and research services to foreign securities issued by foreign issuers, manySSGA FM an amount of which are not listed oncommission for effecting a U.S. exchange. A summaryportfolio investment transaction in excess of the principal risks associated withamount of commission that another broker or dealer would have charged for effecting that transaction, if SSGA FM determines in good faith that such investments is discussed below:

Investingamount of commission was reasonable in foreign securities, including depositary receipts, or securities of U.S. entities with significant foreign operations, involves additional risks which can affect the Fund’s performance. Foreign markets, particularly emerging markets, may be less liquid, more volatile and subjectrelation to less government supervision than U.S. markets. There may be difficulties enforcing contractual obligations, and it may take more time for transactions to clear and settle in foreign countries than in the U.S. Less information may be available about foreign issuers. The costs of buying and selling foreign securities, including tax, brokerage and custody costs, generally are higher than those involving domestic transactions. The specific risks of investing in foreign securities include:

Currency Risk: The values of foreign investments may be affected by changes in currency rates or exchange control regulations. If the local currency gains strength against the U.S. dollar, the value of the foreign security increasesbrokerage and research services provided by such broker or dealer, viewed in U.S. dollar terms. Conversely, if the local currency weakens against the U.S. dollar, the valueterms of the foreign security declines in U.S. dollar terms. U.S. dollar denominated securities of foreign issuers, including depositary receipts, also are subjecteither that particular transaction or SSGA FM’s overall responsibilities with respect to currency risk based on their related investments.

Political/Economic Risk: Changes in economic, tax or foreign investment policies, government stability, war or other political or economic actions may have an adverse effect on the Fund’s foreign investments.

Regulatory Risk: Foreign companies often are not subject to uniform accounting, auditing and financial reporting standards or to other regulatory practices and requirements common to U.S. companies.

Emerging Markets Risk: Emerging market securities bear most foreign exposure risks discussed above. In addition, there are greater risks involved in investing in emerging markets than in developed foreign markets. Specifically, the economic structures in emerging market countries are less diverse and mature than those in developed countries, and their political systems are less stable. Investments in emerging market countries may be affected by national policies that restrict foreign investment. Emerging market countries may have less developed legal structures, and the small size of their securities markets and low trading volumes can make investments illiquid and more volatile than investments in developed countries. As a result, the Fund may be requiredand other clients of SSGA FM as to establish special custody or other arrangements before investingwhich SSGA FM exercises investment discretion.”

This clarifying language is not intended to reflect any change in emerging market countries.

Valuation Risk: Portfolio securities may be valued using techniques other than market quotations, under certain circumstances. The value established for a portfolio security may be different than what would be produced throughthe approach to the use of another methodology or if it had been priced using market quotations. Portfolio securitiessoft dollars in connection with the Funds’ brokerage transactions.

Choice of Law and Forum Provisions.The New Investment Advisory and Administration Agreement contains provisions clarifying that there are

6

valued using techniques other than market quotations, including “fair valued” securities, may be subject to greater fluctuation in their value from one day no third-party beneficiaries to the next than wouldagreement—to increase the likelihood that only the Funds and their Boards will be permitted to bring legal actions under the case if market quotations were used. In addition, there is no assurance that the Fund could sell a portfolio security for the value established for it at any timeagreement. The choice of law and it is possible that the Fund would incur a loss because a portfolio security is sold at a discountexclusive forum provisions are intended to its established value.

Board Approval of Proposed Changeprovide greater certainty as to the Fundamentallikely interpretation of the New Investment Policy Regarding Foreign SecuritiesAdvisory and Administration Agreement, by specifying the law that governs the agreement and the courts that will hear any cases under the agreement.

Matters Considered by the Board

At a Board meeting held on February 11, 2008,April 29, 2016 (the “Board Meeting”), members of the Board of each Fund, including a majority of the Independent Trustees who were present at the Board Meeting considered and unanimously approved the New Investment Advisory and Administration Agreement with the Adviser on behalf of each Fund. In considering whether to approve the New Investment Advisory and Administration Agreement, the Trustees considered and discussed a substantial amount of information and analysis provided, at the Board’s request, by the Adviser and GEAM.

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

Prior to and at the Board Meeting, representatives of GEAM and the Adviser explained and discussed with the Board the specific terms of the Transaction and responded to questions raised by the Board. The Trustees posed questions to these representatives and engaged in significant discussions. In addition, in response to its detailed requests, the Trustees received from the Adviser written responses to their inquiries, which included substantial exhibits and other materials related to the Adviser’s business and the services it proposes to provide to each Fund.

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The Board took into account their multi-year experience as trustees and particularly their consideration of the Existing GEAM Agreements in recent years.

The Board also received materials relating to the organizational structure and business of the Adviser, including materials describing changes expected as a result of the Transaction. Various information relating to the terms of the Transaction, including the goals, interests and timetable of the Adviser, was discussed as well. The Adviser also advised that no change in investment policy regarding investmentprocesses is anticipated as a result of the Transaction, as all of the personnel of GEAM responsible for the daily management and operations of the Funds, including current officers of the Funds, were expected to become employees of SSGA FM or its affiliates and continue to serve in foreign securities.the same capacities upon the closing of the Transaction.

In approving the New Investment Advisory and Administration Agreement with the Adviser, the Trustees considered those factors they deemed relevant, including the nature, quality and extent of services expected to be provided by the Adviser. In their deliberations, the Boards did not identify any single factor that was dispositive and each Trustee may have attributed different weights to the various factors. The Trustees evaluated this information and all other information made available to them by the Adviser, as well as the presentations and discussions that occurred at the Board Meeting, for each Fund on a Fund-by-Fund basis, and their determinations were made separately in respect of each Fund.

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

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

The Trustees reviewed the services expected to be provided to the Funds by the Adviser. The Board considered the potential need for additional flexibility inAdviser’s favorable attributes, including its substantial experience managing the portfolio, as discussed above, as well as the corresponding increased risk from managing the Fund’s portfolio with a greater exposure to foreign securities.mutual funds, investment philosophy and discipline, experienced investment and trading personnel, systems and other resources, and favorable history and reputation. The Board also reviewed the extensive information provided by the Adviser related to its business, legal and regulatory affairs. This review considered the factresources available to the Adviser to provide the services specified under the New Investment Advisory and Administration Agreement. Additionally, the Board considered that it is anticipated that substantially all of the Fund’s investment objective and principal investment strategies would not be affected by such change, and that this change would enableportfolio managers currently managing the Fund to better compete with other diversified funds within its peer group. The Board concluded that the ability of GEAM to manage the Fund’s portfolio in a changing regulatory or investment environmentFunds will be enhanced and that investment management opportunities will be increased byjoining the proposed changes. After considerationAdviser as part of the Transaction.

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

Investment Performance of GEAM and the Adviser.

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

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

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Cost of the Services to be Provided and Profits to be Realized from the Relationship with the Funds.

The Trustees considered the proposed management fees that would be paid to the Adviser by the Funds, and the cost of the services that would be provided by the Adviser to the Funds. The Trustees reviewed the information they had requested from the Adviser concerning its estimated profitability. The Board members reviewed the profitability analysis provided by the Adviser in response to its request. The Board members had the opportunity to ask questions about the assumptions and cost allocation methods used by the Adviser in preparing its profitability information. Information was also presented regarding the financial condition of the Adviser.

Information also was presented regarding the financial condition of the Adviser for various past periods. The Trustees determined that the Adviser should be entitled to earn a reasonable level of profits for the services it proposed to provide to the Funds. The Trustees also recognized the Adviser’s statements concerning its significant investment in supporting registered investment companies and Fund-related activities.

Based on their review, the Board, including the Independent Trustees, concluded that they were satisfied that the level of profitability expected to be achieved by the Adviser from its relationship with the Funds was reasonable.

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

The Trustees considered the extent to which economies of scale would be realized as the Funds grow, and whether the proposed fee levels reflect these economies of scale for the benefit of Fund investors. The Trustees noted also that the Adviser expects its distribution plans and capabilities to provide an opportunity for the Funds to experience additional growth. The Trustees considered their prior assessment of the management fees under the Existing GEAM Agreements, and recognized that there might be some opportunities for reductions in certain fixed operating expenses that might be enjoyed by the Funds depending on the extent to which their assets increase.

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

The Board discussed the services expected to be provided to the Funds by the Adviser and the proposed fees to be charged to the Funds for those services. The Trustees reviewed information regarding the proposed advisory fees. The Board discussed the proposed conversion to a fixed advisory and administration fee for each Fund, noting that the new fees would be set at or below the five year historical average of each Fund’s management expenses. The Trustees considered the new fee in relation to the median fees of other mutual funds in each Fund’s peer group and noted that the proposed fee was significantly lower in each case than the fees for other peer funds. The Trustees considered that the fees would serve as bona fide compensation of the Adviser for its investment advisory services, in line with the requirements of Section 15(f) of the 1940 Act (discussed below). They also reviewed the fee and expense ratio for each Fund and comparative information with respect to similar products. They discussed that most of the Funds’ fees and expenses should generally remain within applicable peer group ranges and, therefore, the Funds would be generally charged a competitive rate in comparison to their peers. The Trustees also considered the Funds’ comparatively lower historical fee structure overall relative to advisers of other comparable industry peer group funds and noted that the Funds have generally benefitted from not having a high management fee rate for most of the Funds since their inception, and that the new management fee rate is based on the historical management expenses incurred by the Funds.

The Board, including the Independent Trustees, concluded that based on this information, the proposed advisory fees would be reasonable in relation to the services expected to be provided to the Funds.

Fall-Out Benefits.

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

The Board did not view this consideration as having a material effect on its overall view of the reasonableness of the proposed fees for the Funds.

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Conclusion.

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

Interim Advisory and Administration Agreement

The Board has approved an interim advisory and administration agreement (the “Interim Advisory Agreement”) with the Adviser on substantially similar terms as the Existing GEAM Agreements in the event that the Transaction closes and unitholders of a particular Fund have not yet approved the New Investment Advisory and Administration Agreement. Rule 15a-4 under the 1940 Act permits a person to act as an investment adviser to a registered investment company under an interim advisory agreement that has not been approved by the company’s unitholders for a period of 150 days following the date on which the previous agreement terminated, subject to the requirements set forth in the rule. The requirements of Rule 15a-4 differ depending on the particular event that triggered the termination of the previous advisory agreement. In the current Transaction, where the Adviser and GEAM (or a controlling person thereof) directly or indirectly receives money or other benefit (i.e., the purchase price) in connection with the termination of the Existing GEAM Agreements, the Interim Advisory Agreement must satisfy the following criteria, among others: (i) the compensation under the Interim Advisory Agreement may be no greater than GEAM’s compensation; (ii) the Board, including a majority of the Independent Trustees, has voted in person to approve the Interim Advisory Agreement and determines that the scope and quality of services to be provided to the Fund under the Interim Advisory Agreement will be at least equivalent to the scope and quality of services provided under the Existing GEAM Agreements; (iii) the Board or a majority of the Fund’s unitholders may terminate the Interim Advisory Agreement at any time on not more than 10 days’ notice; (iv) the Interim Advisory Agreement contains substantially similar terms and conditions as the previous advisory agreement; (v) amounts paid under the Interim Advisory Agreement must be held in escrow until the unitholders have voted on the New Investment Advisory and Administration Agreement and be paid out in accordance with Rule 15a-4.

If the New Investment Advisory and Administration Agreement is not approved by the unitholders of a Fund within 150 days of the date on which the Transaction closes, the Board of that Fund, in consultation with the Adviser, will consider what further action to take consistent with its fiduciary duties to that Fund. The Board will take such action as it deems to be in the best interests of that Fund and its unitholders, which could include liquidation of the Fund and distribution of the Fund assets in cash, in kind or in a combination thereof. In the event the Transaction is not consummated, GEAM will continue to serve as investment adviser to the Funds pursuant to the terms of the Existing GEAM Agreements.

Section 15(f) of the 1940 Act

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

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

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

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

Based on their evaluation of the materials presented, the Trustees who attended the Board Meeting, including the Independent Trustees, unanimously concluded that the terms of the New Investment Advisory and Administration Agreement are reasonable, fair and in the best interests of the Funds. The Trustees believe that the New Investment Advisory and Administration Agreement will enable each Fund to continue to enjoy the high quality investment management services it has received in the past, at fee rates identical to or below the five-year historical average of management expenses for each Fund. The Trustees unanimously voted to approve and to recommend to the unitholders of each Fund that they approve the New Investment Advisory and Administration Agreement.

THE BOARD RECOMMENDS THAT THE UNITHOLDERS OF

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

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Proposal 2

ELECTION OF TRUSTEES

ELFUN GOVERNMENT MONEY MARKET FUND

ELFUNTAX-EXEMPT INCOME FUND

ELFUN INCOME FUND

ELFUN DIVERSIFIED FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUN TRUSTS

Unitholders of each Fund are being asked to approve the election of Trustees to the Board of such Fund. The Board has nominated the individuals listed below for election as Trustees, each to hold office until resignation or removal. Under the proposal, unitholders are being asked to vote on these nominees. Pertinent information about each nominee is set forth below.

Two of the nominees, Patrick J. Riley and William L. Marshall, were appointed to serve as Trustees by action of the Board of each Fund, in April 2016 and one nominee, Jeanne M. La Porta, was appointed to serve as a Trustee in 2014. However, these Trustees have not yet been considered for service on the Board of Trustees by the unitholders. Accordingly, the Board of Trustees nominates Patrick J. Riley, William L. Marshall and Jeanne M. La Porta for your consideration to serve as members of your Board, as well as William L. Boyan, Rina K. Spence and Douglas T. Williams, who are not currently Trustees of the Funds, for your consideration to serve as members of the Board of Trustees of each Fund. Ms. La Porta is an “Interested Trustee” (as defined in the 1940 Act) as she is an “interested person” of the Funds as a result of her role with GEAM and SSGA FM. Except for Mr. Riley, Mr. Marshall and Ms. La Porta, all other current Trustees will resign from the Board at the closing of the Transaction.

The safe harbor of Section 15(f) of the 1940 Act permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive an amount or benefit in connection with a sale of securities or other interest in the investment adviser, provided that certain conditions are satisfied. Among other conditions, the safe harbor requires that at least 75% of the members of the investment company’s board cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor during the three-year period after the sale (“Independent Trustees”). At the closing of the Transaction, it is proposed that Messrs. Riley, Boyan, Marshall and Williams and Ms. Spence will serve as Independent Trustees of the Funds and Ms. La Porta will serve as an Interested Trustee of the Funds as a result of her affiliation with SSGA FM.

The Governance Committee of each Fund reviewed the qualifications, experience and background of each nominee. Based upon this review, the Governance Committee determined that nominating Messrs. Riley, Boyan, Marshall and Williams and Misses Spence and La Porta would be in the best interests of the Fund and its unitholders of each Fund. The Board believes that these nominees are well suited for service on that Board due to amend and reclassify the Fund’s fundamental investment policy limiting the percentage of assets that may be invested in foreign securities, and determined to seek unitholder approvaltheir knowledge of the same.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.

After discussion and consideration of, among other things, the backgrounds of the nominees, the Board voted to nominate Messrs. Riley, Boyan, Marshall and Williams and Misses Spence and La Porta for election as Trustees. All other current Trustees will resign from the Board at the closing of the Transaction and therefore were not nominated to stand for election as a Trustee.

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

None of the Trustees is related to any other. The following tables set forth certain information regarding foreign securities be amendedeach existing Trustee and reclassified (as a non-fundamental policy) as follows:all nominees. Unless otherwise noted, each Trustee has engaged in the principal occupation listed in the following table for five years or more. The business address of each listed person is 1600 Summer Street, Stamford, Connecticut 06905.

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Information Regarding Nominees for Election and Existing Trustees

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Board’s Oversight Role in Management

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

As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Funds, primarily GEAM and its affiliates, have responsibility for the day-to-day management of the Funds, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). Pursuant to an exemptive order received from the Commission, each of the Funds is exempt from the provisions of the 1940 Act which requires a registered investment company to have non-interested persons on its Board of Trustees. The Boards are currently composed entirely of interested persons and each Trustee of the Funds is also a senior officer of GEAM. As such, they each possess extensive and in-depth knowledge about the management of the Funds, the Funds’ performance, and the nature, extent and quality of the services provided to the Funds. Each Board’s audit committee meets during its scheduled meetings as needed, and between meetings the Chair of the Audit Committee

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maintains contact, with the Funds’ Treasurer. The Boards also receive periodic presentations from senior personnel of GEAM or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas such as business continuity, anti-money laundering, personal trading, valuation, credit, and investment research. GEAM and other service providers to the Funds have adopted a variety of policies, procedures and controls designed to address among other things particular risks to the Funds. Different processes, procedures and controls are employed with respect to different types of risk. The Boards also receive reports from internal GEAM counsel who regularly consults with outside counsel to GEAM and certain other investment companies advised and sponsored by GEAM regarding regulatory compliance and governance matters. The Boards’ oversight role does not make the Board a guarantor of the Funds’ investments or activities, or make the Boards obligated to perform those activities directly.

Board Composition and Leadership Structure

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

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

Governance Committee. The Governance Committee selects and nominates person(s) for election or appointment as Trustees, including both Independent Trustees and Interested Trustees, reviews the compensation payable to the Independent Trustees and makes recommendations to the Board with respect thereto, reviews and evaluates the functioning of the Board and the various committees of the Board, selects independent legal counsel to the Independent Trustees, and consults with such independent legal counsel so that it may be apprised of regulatory developments affecting governance issues. The Governance Committee is also responsible for reviewing any nominees recommended to the Board by unitholders and evaluates such nominees in the same manner as it evaluates nominees identified by the Governance Committee. Because the Funds do not hold regular annual unitholder meetings, no formal procedures have been established with respect to unitholder submission of Trustee candidates for consideration by the Governance Committee. The Governance Committee did not meet during the fiscal year ended December 31, 2015.

Audit Committee. Three Trustees are members of the Funds’ Audit Committee. The Audit Committee evaluates and selects the Funds’ independent auditors. The Audit Committee meets with the Funds’ independent auditors to review the scope and cost of the Funds’ audit and reviews the audit report, addresses any issues with the independent auditors, and if there are significant services to be performed by the independent auditors, approves the provision of such services after considering the possible effect of such services on their independence. During the prior fiscal year, the Audit Committee held two meetings.

Information Regarding Each Fund’s Process for Nominating Trustee Candidates

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

Unitholder Communications.The Funds have not adopted any formal policy with respect to handling unitholder communications to the Board. GEAM, as a matter of practice, provides the Board or independent legal counsel to the Independent Trustees with copies of correspondence from unitholders of the Fund vote FORFunds that is considered non-routine (that is, GEAM will share correspondence other than routine requests for transactions, address changes, and the approvallike). Given the limited amount of this Proposal 1.

PROPOSAL 2

APPROVAL OF AMENDMENT AND/OR RECLASSIFICATION

OF CERTAIN FUNDAMENTAL INVESTMENT POLICIES OF THE FUND

Background

The Fund operates in accordance with its investment objective, principal investment strategies and investment policies, which are described in either the Prospectus or SAI. As noted earlier, the Fund’s investment policies are classified as either “fundamental” or “non-fundamental.” Under the 1940 Act, investment policies relating to certain subjects must be classified as fundamental. Investment policies that are deemed fundamental can be changed only by a unitholder vote. In contrast, those investment policies that are not fundamental may be changed bynon-routine correspondence, the Board withouthas not adopted a more formal unitholder approval.communications policy but may do so in the future. Unitholders of the Funds are welcome to write to the Board at the primary address for the Funds shown on this Proxy Statement and on the prospectus for the Funds.

Proposal 2 is intendedIdentifying Nominees.The Governance Committee considers candidates from various sources, including, but not limited to, modernizecandidates recommended by Trustees, unitholders, and officers of the Fund’s fundamental investment policies by amending certain fundamental investment policies and/Funds, GEAM, and service providers of the Fund. Although the Governance Committee does not have a formal policy with regard to consideration of diversity in identifying potential nominees, the Governance Committee may consider whether a potential nominee’s professional experience, education, skills, and other individual qualities and attributes, including gender, race, or reclassifyingnational origin, would provide beneficial diversity of skills, experience, or perspective to the Board’s membership and collective attributes. Such considerations will vary based on the Board’s existing membership and other factors, such as non-fundamental any fundamental investment policy not requiredthe strength of a potential nominee’s overall qualifications relative to be fundamental. Unitholders are being asked to vote separately on each sub-proposal contained withindiversity considerations.

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this Proposal 2. If a sub-proposal is approvedAny request by the Fund’s unitholders at the Meeting, the proposed changemanagement to that fundamental investment policy will be adopted by the Fund. Each approved sub-proposal will take effect when the Prospectus or SAI is updated to reflect the changes. If the unitholders of the Fund fail to approve any sub-proposal in this Proposal 2, the current investment policy or policies contained in that sub-proposal will remain in effect.

Benefit to the Fund of Changes in Fundamental Investment Policies

Changes to the Fund’s fundamental investment policies as proposed in the sub-proposals of this Proposal 2 will benefit the Fund and its unitholders for the following reasons:

First, each of these changes is designed to provide the Fund with greater investment flexibility to pursue its investment objective and principal investment strategies and respond to a changing investment environment. The Fund’s fundamental investment policies date back to the Fund’s formation on June 1, 1987. Since that time, many of the legal and regulatory requirements applicable to mutual funds have changed. For example, certain restrictions imposed by state securities laws and regulations to which the Fund was subject at that time were preempted by the National Securities Markets Improvement Act of 1996 (“NSMIA”), and are no longer applicable to mutual funds. As a result, the Fund remains subject to several fundamental investment policies that are either more restrictive than required or are no longer required. Modernizing the Fund’s fundamental investment policies generally would allow the Fund to take advantage of changes in financial markets and new investment vehicles and generally enable the Fund to operate more efficiently within the limits of the 1940 Act.

Second, the proposed changes would not affect the Fund’s investment objective or its current investment strategies. Furthermore, these changes, individually and in the aggregate, generally should not result in a substantial change in the manner in which the Fund is currently being managed.

Third, by reducing to a minimum those policies that can be changed only by unitholder vote, the Fund in the future may be able to avoid the costs and delay associated with holding unitholder meetings to address issues relating to fundamental investment policies.

Fourth, GEAM currently serves as investment adviser to a number of other mutual funds that are subject to fundamental investment policies that are more consistentmeet with the requirementsprospective candidate would be given appropriate consideration. No Fund has paid a fee to third parties to assist in finding nominees.

Trustee Attendance at Special Meetings

As the Funds do not regularly hold special meetings of current laws and regulations. By aligning the fundamental policies of the Fund with the fundamental policies of these other funds, GEAM’s monitoring of compliance with the stated policies would become more streamlined and efficient.

Board Approval of Proposed Changes to Fund’s Fundamental Investment Policies

At a meeting held on February 11, 2008,unitholders, the Board reviewed these proposed changes todoes not have a policy on Trustee attendance at such meetings.

Ownership of Securities

Set forth below is the Fund’s fundamental investment policies. The Board concluded that the abilitydollar range of equity securities owned by each nominee as of December 31, 2015.

Independent Fund Trustees’ Ownership of Securities

As of March 31, 2016, 2016, no Independent Trustee (or his/her immediate family members) owned securities of GEAM to manageor the Fund’s portfolioAdviser or securities in a changing regulatoryan entity controlling, controlled by or under common control with GEAM or the Adviser (not including registered investment environment will be enhanced and that investment management opportunities will be increased by the proposed changes. As a result, the Board concluded that it would be in the best interests of thecompanies).

Officers Nominated for Election for Each Fund and its unitholders to make the changes to each of the Fund’s fundamental investment policies described in this Proposal 2 and determined to seek unitholder approval of the same.

Proposal 2A: Amend the Fund’s Policies on Senior Securities

The 1940 Act requires a mutual fund to have a fundamental investment policyfollowing table sets forth certain information regarding the issuanceindividuals nominated for election as officers of senior securities and generally prohibits mutual funds from issuing senior securities except in certain circumstances. Generally, borrowing money and investing in certain types of securities or other investments that entail small amounts of debt (or other financial obligation), such as short sales, margin requirements for certain options and futures transactions, and reverse repurchase agreements, would not violate the general prohibition on senior securities.

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Notwithstanding, the Fund currently is subject to fundamental investment policies on issuing senior securities whereby the Fund is prohibited from (1) purchasing securities on margin (except as described below under Current Policies) or making short sales, and (2) purchasing or selling put options, call options, straddles, spreads or combinations of put options, call options straddles and spreads. The proposed amendment would permit the Fund to make certain investments that otherwise might be deemed senior securities, such as investments in reverse repurchase agreements, options and futures contracts (e.g., purchase securities on a “when issued” or delayed delivery basis), to the extent that such investments are permitted by the 1940 Act, the rules thereunder or by interpretations of the SEC staff. It would also permit the Fund to engage in certain borrowings to the extent that they are consistent with the Fund’s fundamental policy on borrowing as described in Proposal 2D below. The proposed amendment would therefore give the Fund the maximum amount of flexibility to make such investments and engage in certain borrowings, in a manner that is consistent with the 1940 Act. Otherwise, this proposed amendment would have no immediate impact on the Fund’s investment strategies.

Accordingly, the Board believes that approval of Proposal 2A would be in the best interests of the Fund and its unitholders.

It is proposed that the Fund’s current fundamental policies on issuing senior securities be amended as follows:each Fund.

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Proposal 2B: Amend the Fund’s Policy on Real Estate Investments

Compensation of Trustees

The 1940 Act requires a mutual fund tofollowing table sets forth information concerning the compensation of the Trustees. The Funds do not have a fundamental investment policy governing investments in real estate. The Fund currently is subject to a fundamental investment policy prohibiting it from investing directly in real estate, except thatany pension or retirement plan for their Trustees. For the Fund may (a) engagefiscal year ended December 31, 2015, the Trustees received the amounts set forth in the purchasefollowing table from each Fund. Each officer and Trustee who is an officer or saleemployee of real estateGEAM or the Adviser or any entity controlling, controlled by or under common control with GEAM or the Adviser serves as necessary to provide it with an office for the transaction of business, (b) investa Trustee and/or officer without any compensation from each Fund, as reflected in the securities of real estate investment trusts or in the securities of companies that invest or deal in real estate, mortgages or interests in real estate or mortgages and (c) invest in securities secured by real estate. This policy does not prohibit the Fund from investing in real estate limited partnerships.

It is proposed that the current fundamental policy regarding real estate be revised to clarify the policy’s restriction with respect to real estate investments and conform the articulation of this policy to that of other mutual funds managed by GEAM. Specifically, the proposed policy would continue to generally restrict the Fund from investing in real estate, however, it would permit the Fund to: (1) invest in mortgage-related securities and securities secured by real estate, mortgages or interests in real estate or mortgages, (2) purchase securities of issuers that invest or deal in real estate, mortgages, or interests in real estate or mortgages (e.g., real estate investment trusts), (3) engage in the purchase and sale of real estate as necessary to provide it with an office for the transaction of business, (4) acquire real estate or interests in real estate securing an issuer’s obligations, (5) invest in real estate limited partnerships; and (6) make such other investments in real estate as otherwise permitted by applicable law.

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The proposed fundamental policy on investing in real estate will provide the Fund with the maximum flexibility consistent with the current legal requirements. This change modernizes the present policy by allowing the Fund to invest in certain real estate-related securities, including real estate limited partnerships, or acquire very small direct interests in real estate, when that type of investment is otherwise consistent with the Fund’s investment objectives and principal strategies. Furthermore, the proposed policy will permit the Fund to acquire real estate or interests in real estate that secure the obligations of an issuer of a security held by the Fund (e.g., as in the case of default of an issuer), and to otherwise hold and sell real estate acquired by the Fund as a result of its ownership of a security. Amending the existing policy as proposed is not expected to increase the risk of an investment in the Fund nor affect its management at this time.

Accordingly, the Board believes that approval of Proposal 2B would be in the best interests of the Fund and its unitholders.

It is proposed that the Fund’s current fundamental policy on real estate investments be amended as follows:table below.

THE TRUSTEES OF THE FUNDS UNANIMOUSLY RECOMMEND

THAT YOU VOTE “FOR” EACH NOMINEE.

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Proposal 2C: Amend3

APPROVAL OF MANAGER-OF-MANAGERS AUTHORITY FOR SSGA FM

ELFUN GOVERNMENT MONEY MARKET FUND

ELFUNTAX-EXEMPT INCOME FUND

ELFUN INCOME FUND

ELFUN DIVERSIFIED FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUN TRUSTS

At the Fund’s Policy on Making LoansMeeting, you will be asked to approve granting manager-of-managers authority to SSGA FM.

UnderLike GEAM, SSGA FM has been granted an exemptive order by the SEC under which SSGA FM may, subject to approval of the Board, enter into and materially amend investment sub-advisory agreements with unaffiliated sub-advisers for a fund it advises without obtaining unitholder approval in each case. This order is substantially similar to GEAM’s order. Although the Transaction contemplates that none of the Funds will retain an investment sub-adviser following the Closing (subject to the approval of Proposal 1), if the manager-of-managers authority is not approved for SSGA FM, SSGA FM would be unable to retain sub-advisers for the Funds going forward without incurring the administrative burden and expense associated with soliciting unitholder approval.

“Manager-of-Managers” Structure

As under the Existing GEAM Agreements, the New Investment Advisory and Administration Agreement permits SSGA FM to delegate portfolio management duties with respect to any Fund to a sub-adviser. Before doing so, the 1940 Act a mutual fund must have a fundamental policy regarding lending. Currently, the Fund is subject to a fundamental policy that prohibits the Fund from making loans except through (1) lending its portfolio securities in an amount not to exceed 30% of its net assets taken at market value; and (2) the purchase of obligations of persons not in control of, or under common control with, the Fund (including obligations of restricted securities).

It is proposedrequires that the Fund’s fundamental policysub-advisory agreement be revisedapproved by the unitholders of such Fund. The SEC has from time to permit the Fundtime granted exemptions from this requirement to lend money or portfolio securities to the extentcertain funds and investment advisory firms. The exemptions allow what is known as a “manager-of-managers” structure—a structure that the lending is consistent with the 1940 Act. For example, current SEC staff positions permit: (1) purchasing debt securities or similar evidenceshas already been approved by unitholders of indebtedness (2) lending portfolio securities in amounts not exceeding one-third of its total asset value, and (3) investing in repurchase agreements.

As proposed, the policy would restrict the Fund from lending its assets or money, except: (1) by purchasing debt obligations, (2) through loans of cash or securities as permitted by applicable law, (3) by entering into repurchase agreements, (4) by investing in financial futures contracts and options on financial futures contracts, and (5) as otherwise permitted by applicable law.

This change would give the Fund the greatest amount of flexibility to lend its assets or money to generate income within the limitssome of the 1940 Act where desirable and appropriate in accordance with its investment objectives. In addition, the Fund would have greater ability to engage in transactions which could be considered lending, but which could be beneficial to the Fund. At the same time, lending assets or money increases the Fund’s exposure to the risks associated with these activities. The Fund might experience a delay in receiving collateral to secure a loan, or a delay in recovery of loaned money or securities if the borrower defaults. To mitigate these risks, however, procedures are in place to ensure that borrowers of securities are creditworthy and that the loans are fully collateralized.

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Accordingly, the Board believes that approval of Proposal 2C would be in the best interests of the Fund and its unitholders.

It is proposed that the Fund’s current fundamental policy on making loans be amended as follows:

Proposal 2D: Amend the Fund’s Policy on Borrowing

The 1940 Act imposes certain restrictions on the borrowing activities of mutual funds and requires that all funds have a fundamental policy on borrowing money. The restrictions on borrowing money are designed to protect fund unitholders by limiting a fund’s ability to leverage its assets. Leverage exists when a fund has the right to a return on an investment that exceeds the amount that the fund paid for the investment. For example, borrowing money to make an investment is a way in which a fund may make use of leverage. The Fund’s policy on borrowing is closely related to its policies on senior securities in as much as borrowing by a mutual fund is one activity that can give rise to a senior security issued by it.

A fund may need to borrow money for a number of reasons. First, a fund may borrow to leverage an investment, as described above. Second, a fund may need to borrow temporarily to pay redeeming unitholders. This can occur in instances in which (a) the amount of redemptions exceeds available cash and market conditions are not favorable to sell portfolio securities to meet those redemptions, or (b) the fund has not yet received payment for securities it has sold. Third, a fund may need to borrow to pay for securities because it does not have available cash. Fourth, certain types of securities transactions, such as entering into reverse repurchase agreements and certain dollar rolls might be construed to entail borrowing money.

There are risks associated with borrowing. Borrowing to acquire additional investments exposes a fund to a greater risk of loss because the value of the acquired investments could fall below the amount borrowed (which the mutual fund must repay). As a result, borrowing may cause the value of a fund’s shares (units) to be more volatile than if the fund did not borrow. In addition, to the extent a fund borrows money, it will pay interest on the borrowed amount which will raise the overall expenses of the fund and reduce its returns. The interest payable on borrowings may be more (or less) than the return the fund receives from the securities purchased with borrowed amounts. Additionally, a fund may also be forced to sell securities at inopportune times to repay loans.

The Fund currently is subject to a fundamental investment policy that prohibits it from borrowing money, except that the Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests and cash payments of dividends and distributions that might otherwise require the untimely disposition of securities, in an amount not to exceed 20% of the value of the Fund’s total assets and only from banks with minimum assets of one billion dollars as long as, immediately after the borrowing, asset coverage of 300% exists. Whenever borrowings (including reverse repurchase agreements) of 5% or more of the Fund’s total assets are outstanding, the Fund will not make any additional investments.

The proposed amendment would modernize the Fund’s policy on borrowing. Under the proposed policy, the Fund would be restricted from borrowing money, except that the Fund would be permitted to: (1) borrow from banks (as defined in the 1940 Act) and through reverse repurchase agreements in amounts up to 33.33% of its total assets (including the amount borrowed), (2) to the extent permitted by applicable law, borrow up to an additional 5% of its total assets for temporary purposes, (3) obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities, (4) purchase securities on margin to the extent permitted by applicable law, (5) engage in transactions in dollar rolls and other similar transactions, and (6) as is otherwise permitted by applicable law.

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This change would give the Fund the flexibility to engage in certain securities transactions that might be construed as entailing “borrowing” and would permit the Fund to borrow money in certain instances up to the limits permitted by the 1940 Act and SEC staff interpretations thereof. Changing the current policy also would permit greater consistency in managing the Fund’s portfolio when such borrowings are necessary for the efficient management of the Fund’s assets. Furthermore, under the proposed policy, the Fund will continue to be restricted from borrowing for leveraging purposes. Accordingly, the Board believes that approval of Proposal 2D would be in the best interests of the Fund and its unitholders.

It is proposed that the Fund’s current fundamental policy on borrowing be amended as follows:

Proposal 2E: Amend the Fund’s Policy on Diversification

The 1940 Act requires a mutual fund to adopt a fundamental investment policy regarding diversification. As a diversified mutual fund, the Fund currently is subject to a fundamental investment policy whereby (a) the Fund may not invest more than 5% of its total assets in the securities (other than Government Securities) of a single issuer, (b) may not purchase more than 10% of the outstanding securities of any class of issuer, treating all debt securities of an issuer as a single class for purposes of this restriction, and (c) may not purchase more than 10% of the outstanding voting securities of any one issuer.

It is proposed that the current fundamental policy regarding diversification be amended to permit the Fund to invest up to 25% of the value of its total assets in a single issuer, while continuing to restrict the Fund from investing more than 5% of its total assets in the securities of a single issuer with respect to the remaining 75% of the Fund’s total assets. The proposed amendment is consistent withFunds. Given the requirements of the 1940 Act, without a “manager-of-managers” structure in place, the Funds would need to obtain unitholder approval of a sub-advisory agreement in order to hire a new sub-adviser, replace an existing sub-adviser, materially change the terms of an existing sub-advisory agreement, or continue the employment of an existing sub-adviser when that sub-advisory agreement terminates due to an assignment of the agreement, such as in the event of a change of control of the sub-adviser. The process of seeking unitholder approval of sub-advisory agreements is administratively burdensome and would providecostly, however, and may cause delays in executing changes that the Board and the Adviser have determined as necessary or desirable. These costs are often borne by a Fund with the maximum flexibility allowed(and therefore indirectly by such Fund’s unitholders). Although a potential disadvantage of a “manager-of-managers” structure for a diversified mutual fund underFund is that the 1940 Act, thereby giving GEAMretention of new sub-advisers or replacement of sub-advisers often entails adjustments in such Fund’s portfolio that may result in portfolio expenses, the flexibility it believes is needed to take greater advantage of investments it believes are especially attractive. This proposal does not seek to changeBoard and the Fund’s status as a diversified mutual fund underAdviser believe that the 1940 Act. Amendingbenefits from the existing policy as proposed is not expected to increase the risk of an investment in the Fund or affect the managementjudicious use of the approach to such Fund however,would outweigh the potential disadvantages.

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

Manager of Manager Exemptive Orders

In 2009, the SEC granted an exemptive order which allows GEAM to enter into and materially amend investment sub-advisory agreements for a Fund without obtaining unitholder approval in each case. The SEC granted a similar order in 2014 which gave SSGA FM, or any entity controlling, controlled by or under common control with SSGA FM or its successors the same authority over funds it manages. SSGA FM’s exemptive order is subject to the extentcondition that the shareholders (or in this case, the unitholders) of a Fund takes a larger position in any one issuer,approve the appreciation or depreciationmanager-of-managers authority before the first time it is exercised with respect to that Fund and the following additional conditions, all of which the stock of such issuer may have a greater impact on the net asset value of the Fund, which may, in turn, affect the performance of the Fund.

Accordingly, the Board believes thatAdviser will be required to comply with upon approval of Proposal 2E would be in the best interests of the Fund and its unitholders.manager-of-managers authority for a Fund:

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It is proposed that the Fund’s current fundamental policy on investments in the securities of any one issuer be amended as follows:

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Comparison of Current and Proposed Selection Process for Sub-Advisers

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

If the unitholders of a Fund do not approve this Proposal 2F: Amend3, in order for the Adviser to appoint a new sub-adviser to a Fund or materially change an existing sub-advisory agreement relating to a Fund, the Board must call and hold a unitholder meeting of that Fund, create and distribute proxy materials, and solicit votes from the Fund’s Policyunitholders. This process is time consuming and costly and will delay the appointment of a new sub-adviser or the implementation of material changes to an existing sub-advisory agreement even when the Board and the Adviser have concluded it to be desirable for a Fund to do so. The Board and the Adviser therefore believe that the “manager-of-managers” structure should allow each Fund to operate more efficiently.

Matters Considered by the Board

At the Board Meeting on CommoditiesApril 29, 2016, Directors, including a majority of the Independent Directors, who were present at the Board Meeting considered and unanimously approved the use of a “manager-of-managers” structure and the seeking of unitholder approval of the same. In evaluating this arrangement, the Board, including the Independent Directors, considered various factors and other information, including the following:

The 1940 Act requires

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1. All Funds, except the Equity Fund and Elfun Trusts previously approved use of a mutual fund“manager-of-managers” structure with GEAM;

2. A “manager-of-managers” structure would enable SSGA FM and the Board to have a fundamental investment policy governing investments in commodities. The Fund currently is subjectact more quickly, and with less expense to a fundamental investment policy whereby the Fund, may not purchasein appointing new sub-advisers or sell commodities or commodities contracts, except that themaking material changes to an existing sub-advisory agreement relating to a Fund may invest in futures contracts and related options and other similar contracts (including foreign currency forward, futures and options contracts).

It is proposed that the current fundamental policy regarding commodities be revised to allow the Fund to purchase and sell commodities to the extent permitted by applicable law. The proposed fundamental policy on commodities will provide the Fund with the maximum flexibility consistent with the current legal requirements. This change modernizes the present policy by allowing the Fund to invest in various types of commodities and commodities contracts. Amending the existing policy as proposed is not expected to increase the risk of an investment in the Fund nor affect its management at this time.

Accordingly,when the Board believesand SSGA FM believe that approval of Proposal 2Fsuch appointment or changes would be in the best interests of thesuch Fund and its unitholders.unitholders;

It is proposed that3. SSGA FM would be required, as a condition to relying on its exemptive order, to (i) set the Fund’s current fundamental policyoverall investment strategies; (ii) evaluate, select and recommend sub-advisers to provide purchase and sale recommendations to SSGA FM or investment advice to all or a portion of the Fund’s assets; (iii) allocate and, when appropriate, reallocate the Fund’s assets among multiple sub-advisers; (iv) monitor and evaluate the sub-advisers’ performance; and (v) implement procedures reasonably designed to ensure that sub-adviser(s) comply with the relevant Fund’s investment objectives, policies and restrictions; and

4. No sub-adviser could be appointed without Board approval.

In addition, the Board believes that it is appropriate to vest the selection of the sub-advisers in SSGA FM in light of SSGA FM personnel’s investment advisory expertise and its experience in selecting and monitoring sub-advisers.

THE BOARD RECOMMENDS THAT THE UNITHOLDERS VOTE “FOR” THE APPROVAL OF PROPOSAL 3.

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GENERAL INFORMATION

Other Matters to Come Before the Meeting

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

GEAM, the Investment Adviser and Administrator

GEAM currently serves as the Funds’ investment adviser and administrator. GEAM is registered as an investment adviser under the Advisers Act and is located at 1600 Summer Street, Stamford, Connecticut 06905. GEAM was formed under the laws of Delaware in 1988.

GEAM currently provides advisory services with respect to a number of other mutual funds and private institutional accounts. The professionals responsible for the investment operations of GEAM also provide investment advisory services with respect to General Electric Company’s (“GE”) pension and funds offered as part of its 401(k) program (also known as the GE Retirement Savings Plan) (formerly known as the GE Savings & Security Program). These funds are the GE RSP U.S. Equity Fund (formerly, the GE S&S U.S. Equity Fund) and the GE RSP Income Fund (formerly, the GE S&S Income Fund). The investment professionals at GEAM and its predecessors have managed GE’s pension assets since 1928. As of December 31, 2015, GEAM had approximately $110 billion of assets under management, of which approximately $22 billion was invested in mutual funds. Upon the consummation of the Transaction, substantially all of GEAM’s investment advisory business, including the advisory services it provides to the clients referenced above, will be transferred to SSC and its affiliates.

Distributor

GE Investment Distributors, Inc. (“GEID” or the “Distributor”), located at 1600 Summer Street, Stamford, Connecticut 06905, serves as distributor of the Funds’ Units on commoditiesa continuing best efforts basis. The Distributor, an indirectwholly-owned subsidiary of GE, also serves as distributor for the GE Institutional Funds and GE Investments Funds, Inc.

Upon the closing of the Transaction, State Street Global Markets LLC (“SSGM”), an affiliate of the Adviser, will act as principal underwriter to the Funds. SSGM is a broker-dealer registered under the Exchange Act and a member of the Financial Industry Regulatory Authority. The Distributor will distribute Fund units on an agency basis. SSGM is a wholly-owned subsidiary of State Street Corporation.

Unitholder Proposals

As a general matter, the Funds do not hold annual or regular meetings of unitholders. Ordinarily, there will be amendedno unitholder meeting unless required by the 1940 Act. Unitholders wishing to submit proposals for inclusion in a proxy statement for a subsequent meeting of unitholders should send their written proposals to the Secretary of the Funds, 1600 Summer Street, Stamford, Connecticut 06905. They must be received by the Funds within a reasonable time before the Funds begin to print and send proxy materials.

PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS

REQUESTED. APRE-ADDRESSED,POSTAGE-PAID ENVELOPE IS ENCLOSED FOR

YOUR CONVENIENCE.

/s/ Matthew J. Simpson

Matthew J. Simpson, Secretary

[•], 2016

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EXHIBIT A

UNITS OUTSTANDING AS OF THE RECORD DATE

As of the Record Date, there were issued and outstanding units of beneficial interest of each Fund as follows:set forth below:

Proposal 2G: Amend and Reclassify

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EXHIBIT B

BENEFICIAL OWNERSHIP OF FUND UNITS IN EXCESS OF 5%

To the Fund’s Policy on Illiquid and Restricted Investments

The Fund currently is subjectFunds’ knowledge, the following persons are the only persons known to a fundamental policy that it may not investbe the beneficial owners of more than 10%five percent of its net assets in securities which are illiquid and/or restricted. For purposesany class of this policy, illiquid and restricted securities are defined below under Current Policy. This policy is based on requirements imposed prior to 1996 by the administrators of securities laws in various states. Furthermore, the 1940 Act does not require the current fundamental investment policy. Current SEC staff positions limit a mutual fund’s holdings of illiquid investments to not more than 15% of net assets.

It is proposed that the Fund’s policy with respect to illiquid and restricted investments be reclassifiedany Fund as a non-fundamental investment policy. This policy will also be restated to provide that the Fund may not acquire any

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security or other investment that is not readily marketable if more than 15% of its net assets, taken at market value, would be invested in such securities and other investments. As proposed, a security or investment would be considered to be not readily marketable if it cannot be disposed of by the Fund within seven days in the ordinary course of business at approximately the amount at which it was valued by the Fund. In the event the Fund’s illiquid holdings exceeded 15% of its net assets, GEAM would not acquire any additional illiquid investments. In such event, however, GEAM would also not be required to dispose of portfolio holdings to bring the Fund’s exposure to illiquid investments below 15% of net assets.

Because the Fund intends to adopt the non-fundamental investment policy described above, reclassification of the current policy as a non-fundamental investment policy would not increase the risks to the unitholders of investing in the Fund. Approval of Proposal 2G would allow the Board to take appropriate and timely action to adopt or amend a non-fundamental investment policy without the expense and delay associated with a unitholder meeting.

Accordingly, the Board believes that approval of Proposal 2G would be in the best interests of the Fund and its unitholders.

It is proposed that the Fund’s current fundamental policy on illiquid and restricted investments be amended and reclassified (as a non-fundamental policy) as follows:Record Date.

Proposal 2H: Reclassify the Fund’s Policy on Investments in Other Investment Companies

The 1940 Act does not require a mutual fund to have a fundamental investment policy regarding investments in closed-end or open-end investment companies. The Fund currently is subject to a fundamental investment policy whereby (a) the Fund may not invest in the securities of other investment companies except by purchase in the open market where no commission or profit to a sponsor or dealer results, other than the customary broker’s commission, and (b) the Fund may not invest in the securities of closed-end investment companies if the Fund would own more than 3% of the total outstanding voting stock of the company or more than 5% of the value of the Fund’s total assets would be invested in the securities of any one investment company or the aggregate investment by the Fund in all investment companies would have a value in excess of 10% of the Fund’s total assets. The limitations described above do not apply if the investment is part of a plan of merger consolidation, reorganization or acquisition.

The Fund proposes to reclassify its current fundamental policy with respect to investments in other investment companies as a non-fundamental investment policy. Because no changes to the policy itself are being proposed, reclassification of the current policy would not increase the risks to unitholders investing in the Fund. Approval of Proposal 2H would allow the Board to take appropriate and timely action to adopt or amend a non-fundamental policy without the expense and delay associated with a unitholder meeting.

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Accordingly, the Board believes that approval of Proposal 2H would be in the best interests of the Fund and its unitholders.

It is proposed that the Fund’s current fundamental policy on investments in other investment companies be reclassified as follows:

The Board unanimously recommends that unitholders

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EXHIBIT C

NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT FOR THE FUND BETWEEN THE FUND AND ADVISER

This Investment Advisory and Administration Agreement (the “Agreement”) is made as of this [•] day of [•], 2016, between each of Elfun Government Money Market Fund, Elfun Tax-Exempt Income Fund, Elfun Income Fund, Elfun Diversified Fund, Elfun International Equity Fund and Elfun Trusts (each, a “Fund”), severally and not jointly, and SSGA Funds Management, Inc., a Massachusetts corporation (“SSGA FM”).

WITNESSETH:

WHEREAS, each Fund is an open end management investment company organized under the laws of the Fund vote FOR the approvalState of the amendment, and/or reclassification, as the case may be, of the Fund’s fundamental policies contained in each sub-proposal of this Proposal 2.

PROPOSAL 3

APPROVAL OF THE USE OF A “MANAGER OF MANAGERS” ARRANGEMENT

WHEREBY GEAM, UNDER CERTAIN CIRCUMSTANCES, WILL BE ABLE TO HIRE AND REPLACE

SUB-ADVISERS TO THE FUND WITHOUT OBTAINING UNITHOLDER APPROVAL

Background

GEAM currently serves as the investment adviserConnecticut and administrator of the Fund, pursuant toregistered under the Investment Advisory Agreement dated June 1, 1987,Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, SSGA FM is in the business of providing investment advisory and amended and restated on March 19, 2004, between GEAM and the Fund (the “Advisory Agreement”). GEAM is a wholly-owned subsidiary of General Electric Companyadministrative services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. GEAMamended (the “Advisers Act”); and

WHEREAS, each Fund desires to retain SSGA FM to render investment advisory and administrative services to the Fund, and SSGA FM is located at 3001 Summer Street, Stamford, Connecticut 06905. Underwilling to render such services;

NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the parties hereto agree as follows:

The Trustees hereby appoint SSGA FM, subject to approval by the Unitholders of a Fund, to act as the Investment Adviser and Administrator to each such Fund on the terms set forth in this Agreement. SSGA FM hereby accepts such appointment and agrees to render the services herein set forth on the terms herein contained.

a. SSGA FM will recommend to the Trustees of each Fund (the “Trustees”) certain individuals to fill the positions of Manager, Secretary and, if the Trustees so desire, Assistant Secretary and other officers of the Advisory Agreement,Fund. Upon receipt of such recommendations the Trustees will vote upon the appointment of such individuals to the positions for which they were recommended; and will advise SSGA FM as to whether or not they have been so appointed.

b. Subject to the oversight and supervision of the Trustees, and subject to the supervision and directionSection 2(j) of the Board, GEAM has agreedthis Agreement with respect to among other things, (1)any Fund advised by a sub-adviser, SSGA FM agrees to provide a continuous investment management program for the Fund, (2)each Fund’s assets, and will manage the investment and reinvestment of all the assets in the Fund from time to time (including any income earned thereon and (3)increments in the value thereof). Among other things, SSGA FM shall be responsible for all investment decisions regarding purchases and sales of securities and other property, the retention of securities, and the retention of uninvested cash. In performing thesethe aforesaid services GEAM willto a Fund, SSGA FM shall comply with all investment policies of the Fund in effect from time to time and such general guidance, policies and instructions as the BoardTrustees may additionally establish. GEAMSSGA FM shall, in addition, make recommendations as and when requested by the Trustees with respect to the adoption or modification of investment policies and each Fund’s objective.

c. Unless a Fund gives written instructions to the contrary, SSGA FM shall vote or not vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested. SSGA FM shall use its best good faith judgment to vote or not vote such proxies in a manner which best serves the interests of a Fund’s shareholders. Each Fund has received and reviewed the proxy guidelines of SSGA FM, which indicate how SSGA FM will vote.

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d. Subject to the supervision and direction of the Trustees, SSGA FM, as administrator, will furnish each Fund with, or cause it to be furnished with, statistical and research data, clerical help and accounting, data processing, bookkeeping, internal auditing services and certain other services required by the Fund. Without limiting the generality of the foregoing, SSGA FM will, for each Fund:

i. prepare and distribute, or cause the Fund to prepare and distribute, all reports including reports to the Unitholders which are required by Federal and state regulatory authorities, as well as any other reports specifically requested by the Trustees from time to time;

ii. maintain, or cause the Fund to maintain, the records of all security transactions of the Fund required to be maintained by applicable law or as requested by the Trustees;

iii. cooperate with the independent public accountants retained by the Trustees in their examination of the Fund and will cooperate in any inspection of the accounts and records by the Trustees;

iv. compute, or cause the Fund to compute, the net asset value for the Fund in accordance with the Fund’s organizational documents (referred to herein as the “Trust Agreement”) and the Fund’s prospectus and statement of additional information (the “Registration Statement”);

v. prepare, or cause the Fund to prepare, such reports to, and filings with Federal, state or local governmental authorities, including tax returns, as may be required by applicable law or as requested by the Trustees;

vi. submit periodically to the Trustees, or cause the Fund to submit periodically to the Trustees, written reports covering fund transactions, the results of the Fund’s operations, the assets and financial condition of the Fund, and such other information in such form and at such times as the Trustees may reasonably request; and

vii. be responsible for causing the Fund to effect adequate routines to collect, receive and deposit all income of the Fund and other payments to the Fund, including stock dividends, rights, warrants and similar items, but excluding payments associated with subscriptions and redemptions.

e. SSGA FM will keep each Fund informed of developments materially affecting the Fund, and will, on its own initiative, furnish the Fund from time to time with whatever information SSGA FM believes is permitted underappropriate for this purpose.

f. SSGA FM, in the Advisory Agreement, to delegate all or a portionperformance of its duties and obligations under this Agreement, shall act in conformity with the certain documents relating to the Funds, as amended and including but not limited to: the Trust Agreement, the Registration Statement, any exemptive applications, notices and orders on which a Fund relies at the time, and with any instructions and directions of the Trustees.

g. SSGA FM may from time to time, in its discretion and with the approval of the Trustees, delegate certain of its investment advisory responsibilities under this Agreement in respect of any Fund to one or more qualified companies (each, a “sub-adviser”), each of which is registered under the Advisory Agreement. As compensation forInvestment Advisers Act of 1940, as amended, provided that the services it provides,separate costs of employing such sub-advisers and of the sub-advisers themselves are borne by SSGA FM or the sub-adviser and not by the Fund reimburses GEAMin question. Unless the Board specifies otherwise in connection with its approval of any such delegation or unless any agreement pursuant to which such delegation is effected specifies otherwise, (i) the obligation of SSGA FM in respect of the activities of any such sub-adviser shall be to provide to the Trustees its recommendation as to the selection of the sub-adviser and as to the periodic renewal of the sub-advisory agreement with the sub-adviser, and to oversee generally the performance by such sub-adviser of its obligations to the Fund in question over time (which oversight may include periodic review of policies and procedures of the sub-adviser but will not include approval of or responsibility for reasonable costs (directspecific investment decisions by the sub-adviser) and indirect,to report to the Trustees periodically as to its evaluation of the performance of such sub-adviser and as to the nature and scope of such general oversight, in accordance with the standard of care set out in Section 7 below, and (ii) assuming compliance by SSGA FM with its obligations under clause (i), SSGA FM shall not be responsible or have any liability for any investment decision or any other act or omission on the part of any sub-adviser, including without limitation indirect costs involving allocable overhead, consulting fees,any error or mistake of judgment on the part of the sub-adviser or failure by the sub-adviser to comply with any policies, procedures, guidelines, or objectives of any Fund.

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Unless otherwise set forth in the Registration Statement or directed by a Fund, SSGA FM will, in selecting brokers or dealers to effect transactions on behalf of a Fund, seek the best overall terms available. In so doing, SSGA FM may consider the breadth of the market for the investment, the price of the security, the size and informational brochuresdifficulty of the order, the willingness of the broker or dealer to position, the reliability, financial condition and execution and operational capabilities of the broker or dealer, and the reasonableness of the commission or size of the dealer’s “spread,” if any, for the specific transaction and on a continuing basis. SSGA FM may also consider brokerage and research services etc.); provided howeverto the Fund and/or other accounts over which SSGA FM or its affiliates exercise investment discretion. The Funds recognize the desirability of SSGA FM’s having access to supplemental investment and market research and security and economic analyses provided by brokers and that GEAMthose brokers may execute brokerage transactions at a higher cost to a Fund than would be the case if the transactions were executed on the basis of the most favorable price and efficient execution. To the extent permitted by applicable law and regulations, SSGA FM shall not include amongbe deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to SSGA FM an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission that another broker or dealer would have charged for effecting that transaction, if SSGA FM determines in good faith that such costs any increment for profitamount of commission was reasonable in relation to itselfthe value of the brokerage and research services provided by such broker or its employees.

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If GEAM delegates its portfolio management duties to a sub-adviserdealer, viewed in terms of either that particular transaction or SSGA FM’s overall responsibilities with respect to the Fund and to other clients of SSGA FM as to which SSGA FM exercises investment discretion. Each Fund hereby agrees that any entity or person associated with SSGA FM which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the 1940 Act requires that the sub-advisory agreement must be approved by the unitholdersaccount of the Fund. Specifically,Fund which is permitted by Section 1511(a) of the 1940Securities Exchange Act makes it unlawful for any personof 1934, as amended.

a. Each Fund understands and acknowledges that SSGA FM now acts and will continue to act as an investment manager or adviser (includingto various fiduciary or other managed accounts and no Fund has any objection to SSGA FM’s so acting, so long as when a sub-adviser)Fund and any account served by SSGA FM are prepared to a mutual fund, except pursuantinvest in, or desire to a written contract that has been approved by shareholders (or unitholders in the casedispose of, the Fund). Therefore,same security, available investments or opportunities for sales, as well as the expenses incurred in such transactions, will be allocated in a manner believed by SSGA FM to comply with Section 15 of the 1940 Act, the Fund must obtain unitholder approval of a sub-advisory agreement in order to employ one or more sub-advisers, replace an existing sub-adviser with a new sub-adviser, materially change the terms of a sub-advisory agreement, or continue the employment of an existing sub-adviser when that sub-advisory agreement terminates because of an assignment (as such term is defined under the 1940 Act) of the agreement.

“Manager of Managers” Arrangement

Because of the expense and delays associated with obtaining shareholder (or unitholder in the case of the Fund) approval of sub-advisers and related sub-advisory agreements, many mutual fund investment advisers have requested and obtained orders from the SEC exempting them and the mutual funds they manage from certain requirements of Section 15 of the 1940 Act and the rules thereunder (“Orders”). Subject to the conditions delineated therein, the Orders permit mutual funds and their respective advisers to employ a “manager of managers” arrangement with respect to the funds, whereby the advisers may retain unaffiliated sub-advisers for the funds without first obtaining shareholder approval.

In addition, on October 23, 2003, the SEC proposed Rule 15a-5 under the 1940 Act (the “Rule”). If adopted as proposed, the Rule would permit the Board and GEAM to employ a “manager of managers” arrangement with respectbe equitable to the Fund without obtaining an Order, providedand the account. Each Fund recognizes that, unitholdersin some cases, this procedure may adversely affect the price paid or received by a Fund or the size of the position obtained or disposed of by a Fund.

b. Each Fund approveunderstands and acknowledges that the “manager of managers” arrangement priorpersons employed by SSGA FM to implementation. The ultimate conditions that would be includedassist in the final Rule are expectedperformance of its duties under this Agreement will not devote their full time to that service and agrees that nothing contained in this Agreement will be very similardeemed to those includedlimit or restrict the right of SSGA FM or any affiliate of SSGA FM to engage in recent Orders, but the conditions could differand devote time and attention to some extent from those in recent Ordersother businesses or the proposed Rule.to render services of whatever kind or nature.

Although at this time the Fund has not filed an application with the SEC for an Order, the Fund may file such an application if the final Rule is not adopted in the near future.

EmploymentIn consideration of the “manager of managers” arrangementservices rendered by GEAM and theSSGA FM pursuant to this Agreement, each Fund is contingent upon either (1)will, within thirty (30) days after receipt of an Order from the SEC, or (2) the adoptioninvoice therefor, pay SSGA FM a monthly fee calculated as a percentage of the Ruleaverage daily net assets of each Fund during the month in question at the annual rate set forth on Appendix A. Each Fund shall be responsible for paying all expenses that it may incur in its operation, including, without limitation, the costs to be borne by each Fund include, but are not limited to: the SEC,direct and approval byindirect costs of SSGA FM personnel providing investment advisory and other services to the Fund (but no compensation related strictly to their services as officers and trustees of the Fund); the costs of internal and external accounting, audit, legal and compliance services; the costs of maintaining the Fund’s unitholders. Neither GEAM norexistence; the Fund can assure thatcosts attributable to Unitholder services (including without limitation, telephone and personnel expenses); charges and expenses of any registrar; the SEC will either grant an Order or adoptcosts of custody, transfer agency and recordkeeping services in connection with the Rule. Because the Board called the Meeting to seek unitholder approval of Proposals 1Fund; brokerage fees and 2, the Board determined to seek unitholder approval of a “manager of managers” arrangement at the Meeting to avoid additional meetings and proxy solicitationexpenses; taxes; interest on borrowings; registration costs in the future.

Application of the Proposed “Manager of Managers” Arrangement by the Fund

The proposed “manager of managers” arrangement would permit GEAM, as the Fund’s investment adviser, to appoint and replace unaffiliated sub-advisers, and enter into and amend sub-advisory agreements with unaffiliated sub-advisers on behalf of the Fund without unitholder approval. The “manager of managers” arrangement is intended to enable the Fund to operate with greater efficiency and help the Fund enhance performance by allowing GEAM to employ sub-advisers best suited to the needs of the Fund without incurring the expense and delays associated with obtaining unitholder approval of sub-advisers and related sub-advisory agreements. The Board believes that it is in the best interests of the Fund and its unitholdersshares under Federal and state securities laws; the cost and expense of printing, including typesetting and distributing to adopt a “managerregulatory authorities and the Fund’s Unitholders, prospectuses and statements of managers” arrangement. A discussion of the factors considered by the Board is set forth in the section below entitled “Board Approval of ‘Manager of Managers’ Arrangement.”

The process of seeking unitholder approval is administratively expensive toadditional information describing the Fund and may cause delaysany supplements to those documents; all expenses incurred in executing changes that the Board and GEAM have determined are necessary or desirable. These costs are often borne by the Fund (and therefore indirectly byconducting meetings of the Fund’s unitholders). If unitholders approveUnitholders and meetings of the policy authorizing a “managerFund’s Board of managers” arrangement for the Fund, the Board would be able to act more quickly and with less expenseTrustees relating to the Fund; all expenses incurred in preparing, printing and mailing proxy statements and reports to Unitholders of the

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Fund; all expenses incident to any dividend, withdrawal or redemption options provided to Fund to appoint an unaffiliated sub-adviser, in instances in whichUnitholders; charges and expenses of any outside service used for pricing the BoardFund’s portfolio securities and GEAM believe thatcalculating the appointment would be innet asset value of the best interestsFund’s Units; membership dues of industry associations; postage; insurance premiums on property or personnel (including Fund officers and Trustees) of the Fund that inure to their benefit; extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification relating thereto); and all other costs of the Fund’s operations.

SSGA FM shall maintain such books and records with respect to its unitholders.activities hereunder as may be required from time to time by applicable law and as the Trustees may, in addition, reasonably request. SSGA FM shall make available its books and records to the Trustees and their agents, counsel and accountants as and when requested by the Trustees for purposes of audit or otherwise.

a. SSGA FM will exercise its best judgment in rendering the services described in this Agreement, except that SSGA FM shall not be liable, subject to any contrary mandatory requirements of applicable law, for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, other than a loss resulting from willful misfeasance, bad faith or gross negligence on the part of SSGA FM in the performance of its duties under this Agreement or from SSGA FM’s reckless disregard of its obligations and duties under this Agreement.

b. Each Fund and SSGA FM agree that the obligations of such Fund under this Agreement will not be binding upon any of the Trustees, shareholders, nominees, officers, employees or agents, whether past, present or future, of any Fund, individually, but are binding only upon the assets and property of the Fund in question. The execution and delivery of this Agreement have been authorized by the Trustees of the Funds, and signed by an authorized officer of the Funds, acting as such, and neither the authorization by the Trustees nor the execution and delivery by the officer will be deemed to have been made by any of them individually or to impose any liability on any of them personally, but will bind only the trust property of each Fund.

All communications between SSGA FM and the Trustees may be made orally or in writing and SSGA FM may rely on any such communications with respect to a Fund if it believes in good faith that the same have been given to it by a person reasonably believed by SSGA FM to have the authority to act for or on behalf of the Fund.

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

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

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

This Agreement embodies the entire understanding of the parties hereto with respect to its subject matter, supersedes any prior or contemporaneous agreements or understandings between the parties with respect to such subject matter and may only be modified or amended or the terms hereof waived by an instrument in writing signed by one person or entity against whom such amendment, modification or waiver is sought to be enforced. If, for any reason, any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

This Agreement will become effective as of the day and year first above written and will continue for an initial two-year term and will continue thereafter with respect to a Fund so long as such continuance is approved at least annually (a) by the Trustees or (b) by a vote of a majority of the Fund’s outstanding voting securities, as defined in the 1940 Act, provided that in either event the continuance is also approved by a majority of the Trustees who are no “interested persons” (as defined in the 1940 Act) any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on the approval. This Agreement may be terminated by either party hereto at any time on not more than sixty (60) nor less than thirty (30) days’ prior notice thereof to the other party hereto. This Agreement may not be assigned or transferred by either party hereto to any third party and any such attempted assignment or transfer shall automatically act to terminate this Agreement. In the absenceevent of unitholder approvalexpiration or termination of new sub-advisory agreements and amendments to existing sub-advisory agreements under the proposed “manager of managers” arrangement, the Board would oversee any sub-adviser selection process to help ensure that the interests of unitholders invested in the Fund are protected whenever GEAM would seek to select a sub-adviserthis Agreement, SSGA FM shall transfer, or modify a sub-advisory agreement. Specifically, the Board would evaluate and approve all sub-advisory agreements as well as any modification to a sub-advisory agreement. In reviewing new sub-advisory agreements or modifications to sub-advisory agreements, the Board will analyze all factors that it considerscause to be relevant to its determination, including the sub-advisory fees, the nature, quality and scope of services to be provided by the sub-adviser, the investment performance oftransferred, the assets managed by the sub-adviser in the particular style for which a sub-adviser is sought, as wellallocated to SSGA FM, and such accounting and investment records as the sub-adviser’s compliance with federal securities laws and regulations. To the extent GEAM retains, and the Board approves, one or more sub-advisersTrustees may request for the Fund, the Fund’s unitholders would bear the cost of the sub-advisory fees payable to any such sub-adviser.

Furthermore,continued operation of the Fund, underto the proposed “manager of managers” arrangement would not: (1) permit investment advisory fees paidperson or persons designated by the Fund to GEAM to be increased without unitholder approval, except when such increase is directly related toTrustees.

IN WITNESS WHEREOF, the payment of any sub-advisory fee charged by a sub-adviser retained by GEAM, and approved by the Board, on behalfparties hereto have executed this agreement as of the Fund, or (2) diminish GEAM’s responsibilities today and year first above written.

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APPENDIX A

C-6

EXHIBIT D

Additional Information Regarding SSGA FM

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

Set forth below are the Fund, including GEAM’s overall responsibility for the portfolio management services furnished by a sub-adviser. Until receipt of an Order from the SEC and/or the adoptionnames and titles of the Rule, GEAM will only enter into new sub-advisory agreements with unitholder approval, todirectors and principal executive officers of SSGA FM. Unless otherwise indicated, the extent required by applicable law.

Under the “manageraddress of managers” arrangement, unitholders would receive prior notice of, and information pertaining to, any new sub-advisory agreement and the fees payable thereunder, or any material change to a sub-advisory agreement. In particular, unitholders would receiveeach individual is the same information about a new sub-advisory agreement and a new sub-adviser that they would receive in a proxy statement related to their approval of a new sub-advisory agreement in the absence of a “manager of managers” arrangement. In each case, unitholders will receive such prior notice and information within the timeframe required by the Order or Rule, as applicable.

If Proposal 3 is not approved by the unitholders of the Fund, unitholder approval would continue to be required for GEAM to enter into any new sub-advisory agreements with respect to the Fund.

Board Approval Of “Manager Of Managers” Arrangement

At a meeting held on February 11, 2008, the Board unanimously approved the use of the “manager of managers” arrangement and determined (1) that it would be in the best interests of the Fund and its unitholders, and (2) to obtain unitholder approval of the same. In accordance with exemptive relief obtained from the SEC, the Trustees of the Board are not independent of GEAM or the Fund, unlike a typical mutual fund having the required portion of its board composed of independent or disinterested persons. In evaluating this arrangement, the Board considered various factors and other information, including the following:

1. A “manager of managers” arrangement will enable the Board to act more quickly, with less expense to the Fund, in appointing new sub-advisers when the Board and GEAM believe that such appointment would be in the best interests of the Fund and its unitholders;

2. GEAM would continue to be directly responsible for monitoring a sub-adviser’s compliance with the Fund’s investment objectives and investment strategies and analyzing the performance of the sub-adviser; and

3. No sub-adviser could be appointed, removed or replaced without the Board’s approval and involvement.

The Board unanimously recommends that unitholders of the Fund vote FOR the approval of this Proposal 3

17

PRINCIPAL HOLDERS OF UNITS

As of the close of business on the Record Date, no person, except as set forth in Exhibit A attached to the Proxy Statement, owned beneficially or of record 5% or more of the outstanding units of the Fund. As of the Record Date, the officers and trustees of the Fund together beneficially owned less than 1% of the units of the Fund.

ADDITIONAL INFORMATION

Reports to Unitholders

Copies of the Fund’s most recent annual report to unitholders will be furnished without charge upon request by writing to the Fund at 3001 Summer Street, Stamford, Connecticut 06905, or by calling [1-800-xxx-xxxx].

Service Providers

GEAM, 3001 Summer Street, P.O. Box 7900, Stamford, Connecticut 06904-7900, serves as the Fund’s investment adviser and administrator.

GE Investment Distributors, Inc., 3001 Summer Street, Stamford, Connecticut 06905, an affiliateprincipal office of GEAM, serves as the distributor for the units of the Fund on a continuing best efforts basis.

Unitholder Proposals

As a general matter, the Fund does not hold annual or regular meetings of the unitholders. Ordinarily, there will be no unitholder meeting unless required by the 1940 Act or otherwise. Unitholders wishing to submit proposals for inclusion in a proxy statement for a subsequent meeting of the unitholders should send their written proposals to the Secretary of the Fund, 3001 Summer Street, Stamford, Connecticut 06905. They must be received by the Fund within a reasonable period of time prior to any such unitholder meeting.

Other Business

Management knows of no business to be presented at the Meeting other than the matters set forth in this Proxy Statement, but should any other matter requiring the vote of unitholders arise, the proxies will vote thereon according to their best judgment in the interest of the Fund.

18

Exhibit A

1

PROXY TABULATOR

[]

[]

FOR ANY QUESTIONS REGARDING THIS PROXY,

PLEASE CALL [1-800-xxx-xxxx]

3 EASY WAYS TO VOTE YOUR PROXY

1. Automated Touch Tone Voting: Call toll-free [1-800 xxx-xxxx] and follow the prompts.

2. On the Internet at www..com and follow the simple instructions.

3. Return this proxy card using the enclosed postage-paid envelope.

999 999 999 999 99

ELFUN DIVERSIFIED FUND

MEETING OF UNITHOLDERS – [APRIL 16], 2008

PROXY BALLOT

This Proxy Ballot is being solicited by the Board of Trustees of the Elfun Diversified Fund (the “Fund”) for a Special Meeting of the Unitholders of the Fund (the “Meeting”) to be held on [April 16], 2008.

The undersigned hereby appoints as proxiesandeach of them (with the power of substitution) (i) to vote as indicated on the reverse side on the specific proposals that will be considered at the Meeting, or any adjournment(s) or postponement(s) thereof, as described in the Fund’s Proxy Statement, (ii) to vote, in adjournment or postponement thereof, as described in the Fund’s Proxy Statement, and (iii) to vote, in its discretion, on such other matters as may properly come before such Meeting, with all the power the undersigned would have if personally present. The units represented by this proxy will be voted as instructed on the reverse side of this Proxy Ballot. Unless indicated to the contrary, this Proxy Ballot shall be deemed to grant authority to vote “FOR” the proposals.

The undersigned hereby revokes any previous voting instructions he or she has given with respect to such units. By signing below, the undersigned acknowledges receipt of the Notice of Special Meeting of Unitholders, the Proxy Statement dated [April 16], 2008, and this Proxy Ballot.

Please mark, sign, date and return this Proxy Ballot

promptly in the enclosed envelope.

Dated:, 2008SSGA FM.

SSGA FM acts as investment adviser to the following registered investment companies, which have similar investment objectives and strategies to the Money Market Fund:

D-1

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

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

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

D-2

EXHIBIT E

CORPORATE GOVERNANCE CHARTER

E-1

EXHIBIT F

PROXY CARD