UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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

Check the appropriate box:

Elfun Diversified Fund

Elfun Government Money Market Fund

Elfun Income Fund

Elfun International Equity Fund

ElfunTax-Exempt Income Fund

Elfun Income FundTrusts

Elfun Diversified FundSSGA Funds

Elfun International Equity FundState Street Institutional Investment Trust

Elfun TrustsState Street Master Funds

State Street Navigator Securities Lending Trust

(Name of Registrant as Specified In Its Charter)

N/A

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

Payment of Filing Fee (Check the appropriate box):

ELFUN DIVERSIFIED FUND

ELFUN GOVERNMENT MONEY MARKET FUND

ELFUN INCOME FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUNTAX-EXEMPT INCOME FUND

ELFUN INCOME FUND

ELFUN DIVERSIFIED FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUN TRUSTS

1600 SummerSSGA FUNDS

STATE STREET INSTITUTIONAL INVESTMENT TRUST

STATE STREET MASTER FUNDS

STATE STREET NAVIGATOR SECURITIES LENDING TRUST

One Iron Street

Stamford, Connecticut 06905Boston, Massachusetts 02210

SPECIAL MEETING OF UNITHOLDERS1-800-997-7327

YOUR VOTE IS IMPORTANT

[•], 2016November 5, 2018

Dear Unitholder:Shareholder,

WeYou are asking for your support forcordially invited to attend a series of important proposals (the “Proposals”) affecting your investment in one or more of the funds listed above (each, a “Fund,” and collectively, the “Funds”). Acombined special meeting of unitholders (the “Meeting”(“Special Meeting”) of the shareholders of Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, ElfunTax-Exempt Income Fund, Elfun Trusts, SSGA Funds, willState Street Institutional Investment Trust, State Street Master Funds, and State Street Navigator Securities Lending Trust (each, a “Trust” or collectively, the “Trusts”), to be held to considerat 1:00 p.m., local time, on December 18, 2018 at the Proposals at 1600 Summer Street, Stamford, Connecticut 06905, on June 22, 2016, at [•] (Eastern Time).

At the Meeting, unitholders will be asked to consider and vote on the following Proposals, which relate to the asset purchase agreement entered into on March 29, 2016 by General Electric Company (“GE”) with State Street Corporation (“SSC”) for the saleoffices of the asset management and advisory services business conducted by GE Asset Management Incorporated (“GEAM”), a wholly owned subsidiary of GE and the Funds’ investment adviser, and certain of its subsidiaries (the “Transaction”). The Transaction is expected to close in the third quarter of 2016 pending receipt of certain regulatory approvals and subject to satisfaction of other customary closing conditions. Pursuant to the Transaction, SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”), an affiliate of SSC, will acquireOne Lincoln Street, Boston, Massachusetts 02111.

At the rights, title and interest in certain assets, and assume certain liabilities, of GEAM. Under applicable law, the Transaction will result in the automatic termination of each Fund’s current investment advisory agreement. As a result, unitholdersSpecial Meeting, you are being asked to approve new contracts that will provide for a continuous investment programvote for the Funds. Forelection of Trustees of your Trust(s). Election of all of the reasons explainednominees will have the effect of bringing the membership of the boards of trustees of many of the mutual funds managed by SSGA FM into greater alignment and is expected to enhance efficiency and provide cost savings and greater consistency in the operations and management among and between the Trusts managed by SSGA FM. The Board of Trustees of your Trust(s) unanimously recommends for each Trust it oversees that you vote “FOR” each of the nominees included in the applicable Proposal.

Shareholders may also be asked to transact such other business, not currently contemplated, that may properly come before the Special Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxies or their substitutes.

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

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

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

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

Sincerely,

Ellen M. Needham

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

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

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

Why am I receiving this proxy statement?

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

Throughout this proxy statement, unless the proxy statement or context indicates otherwise, the terms “Trust” or “Trusts” include Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, ElfunTax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, and State Street Navigator Securities Lending Trust; the terms “Fund” or “Funds” include the constituent funds or series of each of SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, and State Street Navigator Securities Lending Trust and each other Trust that is organized as a single fund; the terms “Board” or “Board of Trustees” include the Board of Trustees of each Fund (the “Board”)of the Trusts; and the terms “Trustee” or “Trustees” include the Trustees of each of the Trusts.

What proposals am I being asked to vote on?

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

How does the Board recommend that you vote in favorI vote?

The Board of each Proposal applicable to your Fund, as noted below.

For all Fund unitholders:

It is expectedTrust has separately determined that the personnel providing investment advisory services to the Funds will not change as a result of the Transaction. Upon the closing the Transaction, it is expected thatin the existing GEAM team will become employeesbest interests of SSGA FM and its affiliates, witheach Fund in the same individuals at GEAM currently investing assets on behalfapplicable Trust to consolidate oversight of the Funds doing so as partand other registered investment companies advised by SSGA FM by bringing the membership of the Boards of Trustees of the Trusts and such other funds into greater alignment with one another. Your Trust’s Board believes that a consolidated board structure will benefit each Fund by, among other things, promoting: (i) transparency and effective communications among the trustees of the Trusts and other funds, consistent with preserving the quality of the decision-making by the Trustees, (ii) enhanced effectiveness of board oversight of the Funds, their management and other service providers and (iii) a more efficient and effective use of resources by management. Additionally, each Trust’s Board believes that the Trust would benefit from the diversity of background and experience of the nominees.

Will a majority of the Trustees be independent of SSGA FM, in order to facilitate a seamless transitionFM?

Yes, if all of the portfolio management services provided.

Therenominees are elected, the majority of the Trustees of each Trust will be no change in your unit ownership in the Funds, nor will there be any change in investment objective or policiesindependent of any Fund in connection with the Transaction. GEAM will bear all costs relating to this proxy solicitation.

Please note that consummation of the Transaction is subject to various conditions, as described more fully in the enclosed Proxy Statement. If the Transaction is not consummated, Proposals 1, 2 and 3, if approved, will not be implemented.

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

To ensure that your instructions are counted, please:

Thank you for your prompt attention to this matter. If you have any questions about the Proposals, please contact our proxy information linetoll-free at1-877-361-7965.

Very truly yours,

The Boards of Trustees

of the FundsSSGA FM.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

2OF

ELFUN GOVERNMENT MONEY MARKET FUND

ELFUN INCOME FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUNTAX-EXEMPT INCOME FUND

ELFUN INCOME FUND

ELFUN DIVERSIFIED FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUN TRUSTS

1600 SummerSSGA FUNDS

STATE STREET INSTITUTIONAL INVESTMENT TRUST

STATE STREET MASTER FUNDS

STATE STREET NAVIGATOR SECURITIES LENDING TRUST

One Iron Street Stamford, Connecticut 06905

NOTICE OF SPECIAL MEETING OF UNITHOLDERSBoston, Massachusetts 02210

TO BE HELD ON JUNE 22, 20161-800-997-7327

Scheduled for December 18, 2018

To the Unitholders:Shareholders:

ANOTICE IS HEREBY GIVEN of a combined special meeting (the “Special Meeting”) of the unitholders (the “Meeting”)shareholders of each of the funds listed above (each, a “Fund,”Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, ElfunTax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, and collectively, the “Funds”),State Street Navigator Securities Lending Trust.

The Special Meeting will be held at 1600 Summer Street, Stamford, Connecticut 069051:00 p.m., local time, on June 22, 2016December 18, 2018 at [•] (Eastern Time), or at any adjournment(s) or postponement(s) thereof, for the following purposes:

For all Funds:

The Boards of Trustees have fixed May 4, 2016 as the record date for the determination of unitholderson October 22, 2018 are entitled to notice of, and to vote at the Meeting, or provide voting instructions at, any adjournment(s) or postponement(s) thereof.

Copies of the Funds’ most recent Annual Report to unitholders is available on the Funds’ website atwww.geam.com/elfunProspectus or will be furnished without charge, upon request, by writing to the Funds at 1600 Summer Street, Stamford, Connecticut 06905 or by calling1-800-242-0134.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting, of Unitholdersand are also entitled to vote, or provide voting instructions, at any adjournments or postponements thereof.

Please read the Proxy Statement carefully for information concerning the Proposals to be Held on June 22, 2016:

Thisplaced before the Special Meeting. Regardless of whether you plan to attend the Special Meeting, we urge you to vote via the Internet at www.proxyvote.com or by telephone by following the instructions in the Proxy Statement is availableand which instructions are also provided on that website, or by signing, voting and returning your proxy ballot(s) in the internetpostage paid envelope so that a quorum will be present and a maximum number of shares may be voted. For specific instructions on how to vote your shares, please review the instructions for each of these voting options as detailed in the Proxy Statement. If you attend the Special Meeting, you may vote in person even if you have previously returned your proxy ballot or have voted via the Internet or by telephone. Proxies may be revoked atwww.kingproxy.com/geam. any time before they are exercised by submitting a revised proxy, by giving written notice of revocation to the Trust or by voting in person at the Special Meeting.

YOUR FUND’S BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH PROPOSAL.

By Order of the Boards of Trustees,

/s/ Matthew J. SimpsonEllen M. Needham

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

SecretaryNovember 5, 2018

Stamford, Connecticut

PROXY STATEMENT

[●], 2016November 5, 2018

ELFUN DIVERSIFIED FUND

ELFUN GOVERNMENT MONEY MARKET FUND

ELFUN INCOME FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUNTAX-EXEMPT INCOME FUND

ELFUN TRUSTS

SSGA FUNDS

STATE STREET INSTITUTIONAL INVESTMENT TRUST

STATE STREET MASTER FUNDS

STATE STREET NAVIGATOR SECURITIES LENDING TRUST

One Iron Street

Boston, Massachusetts 02210

1-800-997-7327

Special Meeting of Shareholders

Scheduled for

December 18, 2018

2

TABLE OF CONTENTS

ii

ELFUN GOVERNMENT MONEY MARKET FUND

ELFUNTAX-EXEMPT INCOME FUND

ELFUN INCOME FUND

ELFUN DIVERSIFIED FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUN TRUSTS

JOINT PROXY STATEMENT

For a Special Meeting of Unitholders

on June  22, 2016

BACKGROUND ON THE PROPOSALSINTRODUCTION

What is the purpose of the Meeting?

The Boards of Trustees (each a “Board”, and collectively the “Boards”) of theElfun Diversified Fund, Elfun Government Money Market Fund, (“Money Market Fund”), Elfun Tax-Exempt Income Fund (“Tax-Exempt Fund”), Elfun Income Fund, (“Income Fund”), Elfun Diversified Fund (“Diversified Fund”), Elfun International Equity Fund, (“Equity Fund”),Elfun Tax-Exempt Income Fund, and Elfun Trusts (each, a “Fund,” and collectively, the “Funds”) have called this special meeting of unitholders (the “Meeting”) to present several important proposals (the “Proposals”), which relate to the asset purchase agreement entered into on March 29, 2016 by General Electric Company (“GE”) with State Street Corporation (“SSC”) for the saleTrusts: Each of the assetTrusts is a separate, diversifiedopen-end management and advisory services business conducted by GE Asset Management Incorporated (“GEAM”), a wholly owned subsidiary of GE and the Funds’ investment adviser, and certain of its subsidiaries (the “Transaction”). The Transaction is expected to close in the third quarter of 2016 pending receipt of certain regulatory approvals and subject to satisfaction of other customary closing conditions. Pursuant to the Transaction, SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”), an affiliate of SSC, will acquire the rights, title and interest in certain assets, and assume certain liabilities, of GEAM.

GEAM and the Board of each Fund recommend that you vote in favor of each Proposal applicable to your Fund. This Proxy Statement and related proxy materials will be first made available to unitholders on or about [May 27, 2016].

In Proposal 1, unitholders of each Fund are being asked to approve a new investment advisory and administration agreement (the “New Investment Advisory and Administration Agreement”), pursuant to which SSGA FM will replace GEAM as investment adviser and administrator to each Fund upon consummation of the Transaction. Under the laws governing U.S. mutual funds, a mutual fund investment advisory agreement is required to provide for its automatic termination upon its “assignment” (as defined incompany registered under the Investment Company Act of 1940, as amended (the “1940 Act”)). Thus, by their terms, the current investment advisory and administration agreements under which GEAM provides investment advisory services to the Funds (the “Existing GEAM Agreements”) will automatically terminate upon consummation of the Transaction. Accordingly, unitholders of each Fund are being asked to approve a new investment advisory and administration agreement with the Adviser on substantially similar terms as the Existing GEAM Agreements. This joint proxy statement of the Funds (the “Proxy Statement”) provides additional information about the Transaction and the New Investment Advisory and Administration Agreement. The Board believes that approval of the New Investment Advisory and Administration Agreement is important to provide continuity of the high quality investment advisory services that your Fund has received in the past. All material terms of the Existing GEAM Agreements will remain substantially unchanged, except as described in additional detail in Proposal 1.

In Proposal 2, unitholders of the Funds are being asked to approve the election of new Trustees to the Board of each Fund. Five of the six nominees will be independent of both SSGA FM and GEAM, meaning that none of these five nominees will be an “interested person” of either GEAM or SSGA FM within the meaning of the 1940 Act. Unitholders are being asked to approve the election of the nominees in order to ensure ongoing compliance with applicable provisions of the 1940 Act in connection with the Transaction.

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In Proposal 3, unitholders of the Funds are being asked to approve manager-of-managers authority for SSGA FM. Unitholders of all the Funds other than the Equity Fund and Elfun Trusts have previously approved GEAM managing the assets of the applicable Fund using a manager-of-managers approach, under which GEAM may allocate some or all of the Funds’ assets among one or more sub-advisers without obtaining unitholder approval in each case. GEAM exercises this authority in accordance with the terms of an exemptive order from the Securities and Exchange Commission (the “SEC”) that enables GEAM, subject to approval of the Board, to enter into and materially amend sub-advisory agreements with unaffiliated sub-advisers without unitholder approval. SSGA FM also has been granted an exemptive order from the SEC that is substantially similar to the exemptive order under which GEAM currently has discretion to exercise manager-of-managers authority. If manager-of-managers authority is approved by a Fund’s unitholders for SSGA FM, SSGA FM may, subject to approval of the Board, enter into and materially amend investment sub-advisory agreements with unaffiliated sub-advisers for the Fund without obtaining unitholder approval in each case.

What Proposals will each unitholder be asked to vote on?

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

Will the Transaction benefit the unitholders?

The Board believes that the Funds and their unitholders would receive the following benefits from the Transaction:

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Why are unitholders being asked to approve the NewInvestment Advisory and AdministrationAgreement in Proposal 1?

A unitholder vote on Proposal 1 is being sought because the Transaction involves the assignment by GEAM to SSGA FM of the Existing GEAM Agreements. The laws governing U.S. mutual funds require that every investment advisory agreement with a mutual fund provide for its automatic termination in the event of an “assignment” (as defined in the 1940 Act). Thus, in order to ensure that the Funds continue to receive investment advisory services, the Board is seeking approval from the Funds’ unitholders of the New Investment Advisory and Administration Agreement. Under the New Investment Advisory and Administration Agreement, SSGA FM will replace GEAM as investment adviser and administrator to the Funds. Your Fund’s Board of Trustees believes that approval of the New Investment Advisory and Administration Agreement is important to provide continuity of the advisory services your Fund has received in the past.

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

The Boards have approved an interim investment advisory and administration 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.

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 will take such action as it deems to be in the best interests of that Fund and its unitholders, which could involve the liquidation of the Fund and distribution of the Fund assets in kind, in cash or a combination of both.

Why are unitholders of the Money Market Fund not being asked to approve a new sub-advisory agreement for the Fund?

Unitholders are not being asked to approve a new investment sub-advisory agreement for the Money Market Fund at this Meeting because SSGA FM currently serves as sub-adviser of the Money Market Fund. While the current sub-advisory agreement with respect to the Money Market Fund will terminate as a result of the Transaction, unitholders are being asked to approve the New Investment Advisory and Administration Agreement with SSGA FM pursuant to Proposal 1. If approved, SSGA FM will become investment adviser and administrator to the Money Market Fund and the Fund will no longer retain a sub-adviser.

How will the Transaction affect me as a Fund unitholder?

Following the Transaction, each Fund in which you invest will be advised by SSGA FM, rather than GEAM. You will continue to be a unitholder of your Fund, and its investment objectives and policies will not change as a result of the Transaction. Other than the identity of the Fund’s investment adviser and administrator and except as described below, the New Investment Advisory and Administration Agreement is substantially similar to the Existing GEAM Agreements. In addition, the Adviser does not contemplate instituting any fundamental changes to the manner in which GEAM has historically operated its business with respect to providing advisory and related ancillary services to the Funds. It is intended that the same portfolio managers will continue to manage the Funds in accordance with the same investment objectives and policies.

How does the proposed New Investment Advisory and Administration Agreement differ from the current arrangements?

The terms and conditions of the New Investment Advisory and Administration Agreement are substantially similar to those of the Existing GEAM Agreements, except that the New Investment Advisory and Administration Agreement (i) clarifies the Adviser’s responsibility with respect to the selection and oversight of the Funds’ sub-advisers, (ii) with respect to the Adviser’s use of “soft dollar” arrangements, more clearly states the standard set out under Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) designates the Commonwealth of Massachusetts as the governing law of the agreement and the exclusive forum for actions arising under the agreement and (iv) clarifies that there are no third-party beneficiaries to the New Investment Advisory and Administration Agreement. As described in further detail below, the New Investment Advisory and Administration

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Agreement also provides for a management fee fixed at or below the historical average of the management expenses of each Fund over the past five years. The Board believes continuing the advisory arrangements pursuant to the New Investment Advisory and Administration Agreement will be beneficial to the Funds and their unitholders by, among other things, offering the continued ability to benefit from the expertise of the same portfolio managers of GEAM currently managing the Funds.

Will the Adviser and portfolio managers remain the same?

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

The Board has approved an interim investment advisory and administration 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.

Why are unitholders being asked to approve the election of Trustees to the Board of each Fund in Proposal 2?

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. Each of Messrs. Riley, Marshall, Boyan and Williams and Ms. Spence are not “interested persons” (as defined in the 1940 Act) of the Funds, GEAM or the Adviser (“Independent Trustees”). Ms. La Porta is an “Interested Trustee” (as defined in the 1940 Act) because 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. At the closing of the Transaction, it is proposed that Messrs. Riley, Marshall, Boyan 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 the SSGA FM.

Why are unitholders being asked to approve granting SSGA FM manager-of-managers authority in Proposal 3?

Like 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. Both exemptive orders are subject to the condition that the unitholders of each such fund approve the manager-of-managers authority before the first time it is exercised and certain other conditions. Unitholders previously approved GEAM’s use of manager-of-managers authority for certain of the Funds under the terms of an order substantially similar to the order granted to SSGA FM. The Board believes that approval of manager-of-managers authority for SSGA FM is important to provide continuity in the advisory services your Fund has received in the past.

What would happen if unitholders of a Fund do not approve manager-of-managers authority for SSGA FM?

If unitholders of a Fund do not approve manager-of-managers authority for SSGA FM, unitholders would need to specifically approve each sub-adviser for such Fund as well as any material amendment to the terms of any sub-advisory agreement for the Fund, or SSGA FM may in the future seek unitholder approval of manager-of-managers authority.

4

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

Unitholders will vote on each Proposal separately on a Fund-by-Fund basis. The approval of Proposals 1 and 2 for a Fund is not contingent upon the approval of any other Proposal for that Fund. The approval of Proposal 3 for a Fund is contingent upon the approval of Proposal 1 for that Fund. The implementation of each Proposal is contingent on the consummation of the Transaction.

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

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

THE BOARD OF EACH FUND RECOMMENDS THAT YOU VOTE IN FAVOR

OF EACH OF THE PROPOSALS.

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VOTING INFORMATION

General

The Money Market Fund, theTax-Exempt Fund, the Income Fund, the Diversified Fund and the Equity Fund were organized as common law trusts in the State of Connecticut on July 15, 1989, March 14, 1977, December 22, 1982, June 1, 1987 and May 15, 1987 respectively, and are registered with the SEC asopen-end management investment companies under the 1940 Act.

Elfun Trusts was organized as a common law trust in the State of New York on May 27, 1935,1935. The Elfun International Equity Fund, the Elfun Income Fund, the ElfunTax-Exempt Income Fund, the Elfun Diversified Fund and the Elfun Government Money Market Fund were organized as common law trusts in the State of Connecticut on May 15, 1987, December 22, 1982, March 14, 1977, June 1, 1987 and July 15, 1989, respectively.

SSGA Funds, State Street Institutional Investment Trust, and State Street Master Funds: Each of the Trusts is registered with the SEC as ana separateopen-end management investment company registered under the 1940 Act.

Unitholders Entitled to Vote

Only unitholders Each of record (“UnitholdersSSGA Funds, State Street Institutional Investment Trust, and State Street Master Funds is a single legal entity that was organized as a Massachusetts business trust on October 3, 1987, February 16, 2000, and July 27, 1999, respectively. Each Trust offers shares of Record”) ofbeneficial interest in its constituent funds, as described in the Funds at the close of business on May 4, 2016 (the “Record Date”) will be entitled to vote at the Meeting. Unitholders of Recordapplicable prospectus. Shareholders of each Fund will be entitled to cast one vote on the Proposals and on each other matter upon which theyTrust’s constituent funds voting together as a single class are entitled to vote at the Meeting for each unit owned on the Record Date. Unitholderselection of RecordTrustees of each Fund will also be entitled to castthe Trust.

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

Why is the Special Meeting being held?

A special meeting (the “Special Meeting”) of shareholders of Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, ElfunTax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, and State Street Navigator Securities Lending Trust (each a “Trust” or, collectively, the “Trusts”) is scheduled for 1:00 p.m., local time on December 18, 2018 at the Meeting for each fractional unit owned on the Record Date. Asoffices of the Record Date, each of theSSGA Funds has the number of units outstanding as set forth inExhibit A (the “Outstanding Units”), which in each case equals the number of votes to which the unitholders of such Fund are entitled.

Solicitation of Proxies

This solicitation of proxies will be made by GEAM, and the cost of the solicitation of proxies will be borne by GEAM. Solicitation of proxies will be made primarily by the mailing of this Notice and Proxy Statement with its enclosures on or about [May 27, 2016]. Unitholders of Record of the Funds are entitled to notice of, and to vote at, the Meeting or any adjournment(s) or postponement(s) thereof.

D.F. King & Co.,Management, Inc. (“D.F. King”) has been retained to assist in the solicitation of proxies. D.F. King’s fees are estimated to be $30,000 plus a reasonable amount to coverout-of-pocket expenses. This fee estimate does not include legal expenses for preparing the proxy materialsSSGA FM” or the costs of printing or mailing proxy materials or other miscellaneous related expenses. The fees of D.F. King as well as all expenses related to“Adviser”), One Lincoln Street, Boston, Massachusetts 02111 for the preparing, printing and mailing of the proxy materials will also be borne by GEAM

Trustees, officers and other employees of the Funds, the Adviser or GEAM or its affiliates, and representatives of financial institutions, may also solicit proxies, personally or in writing, by telephone,e-mail, or otherwise. The Funds will request that brokers and nominees who hold units of the Funds in their names forward these proxy materials to the beneficial owners of those units. The Funds may reimburse such brokers and nominees for their reasonable expenses incurred in connection therewith.

Unitholders of Record of the Funds have four options for casting their votes:following purposes:

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

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

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

State Street Navigator Securities Lending Trust: After the Special Meeting and the Trustee retirements scheduled to occur in connection with the Special Meeting, the Board would consist of ten Trustees. The three nominees—Mses. Needham and Rapaccioli and Mr. Costantino—would be added to the Board. Seven of the current Board members—Ms. Spence and Messrs. Holland, Jessee, Riley, Ross, Shirk and Taber—have previously been elected by shareholders and would continue to serve on the Board alongside the nominees after the Special Meeting. In connection with the election of the nominees, two current Trustees—Messrs. Marshall and Williams—are scheduled to retire.

Why did you send me this booklet?

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

Who is asking for my vote?

The Funds encourage UnitholdersBoard of Record to vote via the internetTrustees (“Board” or by telephone. Votes cast via the internet or over the telephone are recorded immediately and avoid the risk that postal delays will cause“Board of Trustees”) of each Trust has sent a Proxy CardStatement to arrive lateyou and therefore not be counted.

Revocationall other shareholders of Proxies

Unitholdersrecord who have a beneficial interest in the Funds as of Record may revoke their proxies at any time prior to the close of business on June 21, 2016 by submittingOctober 22, 2018 (“Record Date”). The Board is soliciting your vote for a properly executedlater-dated Proxy Card or by submitting written notice to the SecretarySpecial Meeting of shareholders of the Funds. UnitholdersTrusts.

Who is eligible to vote?

Shareholders holding an investment in shares of any of the Funds as of the close of business on the Record may also revoke their proxies previously givenDate are eligible to vote. Each share of each class of the Funds is entitled to one vote and fractional shares are counted as a fractional vote.

How do I vote?

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

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

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

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

QuorumWhat vote is required?

ForShareholders of each Trust, including each Fund and class thereof, will vote collectively as a single class on the purposeselection of this Meeting, the Board has established that, (i) witheach Nominee. With respect to each Fund except Elfun Trusts,Trust, the presence, in person orelection of each Nominee must be approved by proxy, of the holders of more than 50% of the Outstanding Units of a Fund will constitute a quorum for the Meeting for that Fund with respect to each Proposal and (ii) with the respect to Elfun Trusts, the presence, in person or by proxy, of the holders of more than one-third of the Outstanding Units of a Fund will constitute a quorum for the Meeting for Elfun Trusts with respect to each Proposal.

In determining whether a quorum is present, the solicitors will count units represented by proxies that reflect abstentions, votes that are withheld, and “brokernon-votes” as units that are present and entitled to vote. “Brokernon-votes” are units held by brokers or nominees as to which (i) the broker or nominee does not have discretionary voting power; or (ii) the broker or nominee has not received instructions from the beneficial owner or other person who is entitled to instruct how the units will be voted.

Required Vote

If a quorum is present at the Meeting, the approval of Proposals 1 and 3 for a Fund requires the affirmative vote of a “majority of the outstanding voting securities” of that Fund, which means under the 40 Act the affirmative vote of the lesser of: (1) more than 50% of the Outstanding Units of that Fund, or (2) 67% or more of the Outstanding Units of that Fund present at the Meeting (in person or represented by proxy), if the holders of more than 50% of the Outstanding Units of that Fund are present at the Meeting. The approval of each nominee proposed in Proposal 2 requires a plurality of all Outstanding Units of the Trust voting, meaning that to be elected, a nominee must be one of the four nominees receiving the most “FOR” votes because the four nominees receiving the most “FOR” votes (even if less than a majority of the votes cast) will be elected. All Outstanding Units of each Fund will vote in the aggregate as one class, and not by class of units, on each Proposal, with each Fund voting separately. Each Proposal will be voted on separately. The approval of Proposal 3 for a Fund is contingent upon the approval of Proposal 1 for that Fund. The approval of each Proposal 1 and 2 for a Fund is not contingent upon the approval of any other Proposal for that Fund. Votes may be cast IN FAVOR OF or AGAINST a Proposal, or a unitholder may ABSTAIN from voting.

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

Beneficial Owners

Exhibit B to this Proxy Statement lists the persons that, to the knowledge of the Funds, owned beneficially 5% or more of the Outstanding Units of each Fund as of the Record Date. A unitholder who owns beneficially, directly or indirectly, more than 25% of any Fund’s voting securities is presumed to “control” (as defined in the 1940 Act) such Fund. The Trustees and officers of each Fund, in the aggregate, owned less than 1% of each Fund’s Outstanding Units as of the Record Date. The Board is aware of no arrangements, the operation ofSpecial Meeting at which at a subsequent date may result in a change in control of any Fund.

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Adjournments

It is possible that a Fund may propose to its unitholders one or more adjournments or postponements of the Meeting. For example, if a quorum is not present or sufficient votes to approve one or morepresent. Shareholders who vote “FOR” a Proposal will vote FOR all nominees. THOSE SHAREHOLDERS WHO WISH TO WITHHOLD THEIR VOTE ON ANY SPECIFIC NOMINEE(S) MAY DO SO WHEN VOTING ON THE INTERNET OR VIA TELEPHONE OR ON THE PROXY BALLOT.

How does the Board recommend that I vote?

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

When and where will the Special Meeting be held?

The Special Meeting is scheduled for 1:00 p.m., local time on December 18, 2018 at the offices of the Proposals for a Fund are not received byAdviser, One Lincoln Street, Boston, Massachusetts 02111, and, if the date of theSpecial Meeting the Meeting may beis adjourned or postponed, with respect to such Fund to permit further solicitation of proxies. The chairmanany adjournment(s) or postponement(s) of the Special Meeting may adjourn or postpone the Meeting. The question of adjournments maywill also be (but is not requiredheld at the above location. If you expect to be) submitted to vote ofattend the unitholders, and in that case, any adjournment with respect to one or more matters must be approved by the vote of a majority of the votes castSpecial Meeting in person, or by proxyplease call Shareholder Services toll-free at1-800-647-7327.

How can I obtain more information about the Meeting with respectTrusts?

Should you have any questions about the Trusts, please do not hesitate to the matter or matters adjourned, whether or not a quorum is present with respect to such matter or matters, and if approved, such adjournment shall take place without the necessity of further notice. Any units present and entitled to votecontact Shareholder Services toll free at the Meeting may, at the discretion of the proxies named therein, be voted in favor of such an adjournment.

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Proposal 1

APPROVAL OF THE NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT WITH THE ADVISER

ELFUN GOVERNMENT MONEY MARKET FUND

ELFUNTAX-EXEMPT1-800-647-7327. INCOME FUND

ELFUN INCOME FUND

ELFUN DIVERSIFIED FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUN TRUSTS

At the Meeting, you will be asked to approve the New Investment Advisory and Administration Agreement to enable SSGA FM to replace GEAM as investment adviser and administrator to the Funds. A general description of the New Investment Advisory and Administration Agreement and a comparison of the agreement with the Existing GEAM Agreements are included below. The New Investment Advisory and Administration Agreement to which each Fund would become a party is attached hereto asExhibit C.

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

The Transaction does not affect the amount of units you own or the total management fees charged to the Funds, except for the proposed change to a fixed advisory and administrative fee based on a five year average of the management expenses incurred by each Fund, as described further below. The Adviser will serve as the Funds’ investment adviser and administrator on terms that are substantially similar to the Funds’ existing arrangements, except as described below. In addition, it is intended that the same portfolio managers will continue to manage the Funds in accordance with the same investment objectives and policies.

As you may know, the Funds have historically been operated as “employees’ securities companies” pursuant to exemptive orders granted by the SEC, exempting the Funds from various provisions applicable to registered investment companies under the 1940 Act. In connection with the Transaction, the Adviser intends to operate the Funds without regard to such exemptive relief. As a result, each Fund will enjoy the statutory and regulatory protections applicable to other registered investment companies, including oversight by a board that meets the independence requirements under the 1940 Act. Unitholders will enjoy expanded voting rights, including the right to vote on the election of Trustees and the approval of investment advisory agreements. Each Fund may also enjoy economies of scale resulting from its ability to expand its unitholder base, which will no longer be restricted to current and former employees of GE and their immediate family members.

The Board believes that the Transaction will benefit the unitholders for various reasons, as outlined above under the section titled “Background on the Proposals.” One of those reasons is that the Board believes the Adviser has the potential to be in a better position to provide a marketing and distribution platform for the Funds, possibly resulting in the Funds being offered to a wider group of potential investors. With potentially greater marketing and distribution opportunities, it is possible that Fund assets could increase, and, as noted above, the Funds and their unitholders would benefit from the resulting economies of scale.

Background on the Transaction

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

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

Background on the Adviser

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

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

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

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

Background on the Existing GEAM Agreements

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

The Board recently approved the Existing GEAM Agreements in accordance with its annual review process, at a regularly scheduled Board meeting on December 14, 2015.

Historical Expenses

The management expenses paid by each Fund to GEAM are equal to the reasonable cost, both direct and indirect, incurred by GEAM in providing advisory and administration services. Direct and indirect costs incurred by GEAM for a Fund are paid out of, or reimbursed to GEAM from, income received. These costs include: SEC fees, state Blue Sky notification fees, fees of custodians, transfer and dividend disbursing agents, industry association fees, external accounting, audit and legal expenses, costs of independent pricing services, costs of maintaining a Fund’s existence, costs attributable to unitholder services (including, without limitation, telephone and personnel expenses), costs of preparing and pricing unitholders’ reports, prospectuses, and statementsstatement of additional information and holding meetings,other information regarding the direct and indirect costFunds are available on the Internet at http://www.ssgafunds.com.

Important notice regarding availability of GEAM personnel providing investment advisory and other servicesproxy materials for the Special Meeting to be held on December 18, 2018.

The Proxy Statement is available on the Fund. Some of these costs may be incurred directly by the Funds. While Trustees who are employees of GE serve as Trustees without compensation,Internet at www.proxyvote.com. Additional information about each Fund is requiredavailable in its Prospectuses, Statement of Additional Information, Semi-Annual Report, and Annual Report to reimburse GEAM for the portionshareholders. Copies of the remuneration such persons receive from GE which is allocableFunds’ Annual and unaudited Semi-Annual Reports have previously been mailed to shareholders. This Proxy Statement should be read in conjunction with the time they spend on Fund matters in their capacity as GEAM employees. In addition, the following costAnnual and expenses will be incurred directly by a Fund: taxes, brokerage fees and expenses, interest on borrowings and extraordinary expenses.

For the year ended December 31, 2015, the Funds paid GEAM the following amounts as a percentage of average daily net assets for investment advisory and administration services:

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The Money Market Fund has retained SSGA FM to manage the Fund’s assets. The Money 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 its 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 expensesunaudited Semi-Annual Reports. You can obtain copies of the Money Market Fund to the extent necessary to maintain a minimum annualized net yieldProspectuses, Statement 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 BankAdditional Information, Annual 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 individual portfolio manager who is primarily responsible for the day-to-day management of the Fund, or a team of portfolio managers, who are jointly and primarily responsible for 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 a description of the material terms of the New Investment Advisory and Administration Agreement. This description is qualified in its entirety by reference to the New Investment Advisory and Administration Agreement, which is attached asExhibit C to this Proxy Statement.

Investment Management Services.Under the New Investment Advisory and Administration Agreement, the Adviser will recommend to the Trustees certain individuals to fill the positions of Manager, Secretary and, if the Trustees so desire, Assistant Secretary and other officers of the Funds. The Adviser also will be responsible for providing a continuous investment management program for the Funds’ assets and managing the investment and reinvestment of all the assets in the Funds from time to time, subject to the supervision and direction of the Board. Among other things, the Adviser will 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. Upon request by the Trustees, the Adviser will make recommendations with respect to the adoption or modification of investment policies 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 on behalf of the Funds. The Adviser will vote all securities beneficially owned by the Fund in accordance with policies and procedures established by the Trustees. The Adviser 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 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.

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 management 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 management 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

13

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 existence; the costs attributable to unitholder 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, prospectuses and statements of additional information describing the Fund and any supplements to those documents; all expenses incurred in conducting meetings of the Fund’s unitholders and meetings of the Fund’s Board of Trustees relating to the Fund; all expenses incurred in preparing, 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 the Funds in connection with the matters to which the New Investment Advisory and Administration Agreement relates, other than a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties under the New Investment Advisory and Administration Agreement or from the Adviser’s reckless disregard of its obligations and duties under the New Investment Advisory and Administration Agreement.

Amendment or Assignment. The New Investment Advisory and Administration Agreement is not 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 the parties to the New 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 continuance is specifically approved at least annually (a) by the Board or (b) by a vote of a majority of the Fund’s outstanding voting securities, as defined in the 1940 Act, provided that in either event the continuance is also approved by a majority of the Trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of any party to the agreement, by vote cast in person at a meeting called for the purpose of voting on the approval. The New Investment Advisory and Administration Agreement may be terminated without penalty by either 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 devote their full time to that service and nothing contained in the New Investment Advisory and Administration Agreement will be deemed to limit or restrict the right of the Adviser or any affiliate of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

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

Notwithstanding references to the New Investment Advisory and Administration Agreement as “new,” 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 material 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 unitholders.

Adviser’s Duties with Respect to Sub-Advised Funds.The New Investment Advisory and Administration Agreement clarifies the Adviser’s responsibility with respect to the selection and oversight of sub-advisers. As is currently the case for GEAM, the Adviser will be responsible for identifying and recommending to the Board sub-advisers to manage some or all of the assets of a Fund; appointment of a sub-adviser is, of course, subject to 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 performance. 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 comply with any policies, procedures, guidelines, or objectives of a Fund.

Brokerage and Execution.The New Investment Advisory and Administration Agreement retains the approach of the Existing 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 Existing GEAM Agreements, but expands such language to state expressly the standard set out in Section 28(e):

“SSGA FM shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to SSGA FM an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission that another broker or dealer would have charged for effecting that transaction, if SSGA FM determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or SSGA FM’s overall responsibilities with respect to the Fund and other clients of SSGA FM as to which SSGA FM exercises investment discretion.”

This clarifying language is not intended to reflect any change in the approach to the use of soft 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 no third-party beneficiaries to the agreement—to increase the likelihood that only the Funds and their Boards will be permitted to bring legal actions under the agreement. The choice of law and exclusive forum provisions are intended to provide greater certainty as to the likely interpretation of the New Investment Advisory and Administration Agreement, by specifying the law that governs the agreement and the courts that will hear any cases under the agreement.

Matters Considered by the Board

At a Board meeting held on April 29, 2016 (the “Board Meeting”), members of the Boardunaudited Semi-Annual Reports of each Fund including a majority ofupon request, without charge, by writing to the Independent Trustees who were presentapplicable Trust at One Iron Street, Boston, Massachusetts 02210, by calling1-800-997-7327, or by visiting http://www.ssgafunds.com.

PROPOSAL 1

ELECT TRUSTEES FOR THE ELFUN FUNDS

This Proposal applies to the Board Meeting consideredfollowing Trusts (the “Elfun Funds”):

Elfun Diversified Fund;

Elfun Government Money Market Fund;

Elfun Income Fund;

Elfun International Equity Fund;

ElfunTax-Exempt Income Fund; and unanimously approved the New Investment Advisory and Administration Agreement with the Adviser on behalf

Elfun Trusts.

We are asking shareholders 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 New Investment Advisory and Administration Agreement, as well as other memoranda and information relevant to the legal standards and related considerations for a transaction such as the one between the Adviser and GEAM. The Independent 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 processes 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 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 Adviser’s favorable attributes, including its substantial experience managing mutual funds, investment philosophy and discipline, experienced investment and trading personnel, systems and other resources, and favorable history and reputation. The Board also reviewed the extensive information provided by the Adviser related to its business, legal and regulatory affairs. This review considered the resources available to the Adviser to provide the services specified under the New Investment Advisory and Administration Agreement. Additionally, the Board considered that it is anticipated that substantially all of the portfolio managers currently managing the Funds will be joining the Adviser as part of the Transaction.

In light of the foregoing, the Board, including the Independent 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 aElfun 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 theelect six (6) 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 that Elfun Fund, which Trustees, if elected, would serve on the Board with the three (3) previously shareholder-elected Trustees of the Elfun Funds. In connection with the election of the Nominees, two current Trustees of the Elfun Funds—William L. Marshall and Douglas T. Williams—are scheduled to retire and another current Trustee, James E. Ross, is scheduled to step down.

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

Who are the nominees to the Board?

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

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

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

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

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

Based upon this review, the Governanceeach Nominating Committee determined that nominating Messrs. Riley, Boyan, MarshallCostantino, Holland, Jessee, and WilliamsShirk and Misses SpenceMses. Rapaccioli and La PortaNeedham would be in the best interests of the unitholdersshareholders of each Elfun Fund. TheEach Board believes that these nomineesNominees are well suited for service on that Board due to their knowledge of the financial services sector, and their substantial experience in serving as directors or trustees, officers or advisers of public companies and business organizations, including other investment companies.

AfterBased upon this review, at a meeting of the Boards held on September 20, 2018, after discussion and further consideration of among other things, the backgrounds of the nominees, thematter, each Board voted to nominate Messrs. Riley, Boyan, Marshall and Williams and Misses Spence and La Portaeach of the Nominees for election as Trustees. All other current Trustees will resign fromby shareholders.

What are the Board at the closingqualifications of the TransactionNominees?

Set forth below are the names, ages, business experience during the past five years and therefore were not nominated to stand for election as a Trustee.

It is the intentionother directorships of each of the persons named as proxies onTrustees and Nominees and other information relating to the enclosed Proxy Card(s)professional experiences, attributes and skills relevant 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 StatementTrustee’s and Nominee’s qualifications to serve as Trustee if elected.a Trustee. The Nominees have varied experiences, attributes and skills that may be utilized in overseeing the activities of the Elfun Funds, reviewing contractual arrangements with companies that provide services to the Elfun Funds, and reviewing fund performance. Among the attributes or skills common to all Nominees are their ability to (i) review critically, evaluate, question and discuss information provided to them, (ii) interact effectively with the other Trustees, the Adviser, other service providers, counsel and the independent registered public accounting firm, and (iii) exercise effective and independent business judgment in the performance of their duties as Trustees. Each Nominee’s ability to perform his or her duties effectively has been attained through the Nominee’s business, consulting, public service and/or academic positions and through experience from service as a member of a Board, other investment companies and public companies, ornon-profit entities or other organizations as set forth below. Each Nominee’s ability to perform his or her duties effectively also has no reasonbeen enhanced by his or her educational background, professional training, and/or other life experiences. In considering the nomination of Ms. Needham, the Board also considered the desirable composition of the Board and determined that it is appropriate and of benefit to believeshareholders to have a representative of management of the Elfun Funds serve as a member of each Board.

Following is a summary of the experience, attributes and skills that any nominee will become unavailablemay be seen to qualify each Nominee to serve on the Board:

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

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

Michael A. Jessee: Mr. Jessee is an experienced business executive with approximately 41 years of experience in the Meeting,banking industry. He previously served as President and Chief Executive Officer of the proxies will be votedFederal Home Loan Bank of Boston as well as various senior executive positions of major banks. Mr. Jessee has served on the Navigator Trust’s Board of Trustees and related committees for such other nominees22 years and possesses significant experience regarding the Trust’s operations and history. He also serves as a Trustee of State Street Institutional Investment Trust, State Street Master Funds and SSGA Funds.

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

Richard D. Shirk: Mr. Shirk is an experienced business executive with over 49 years of experience in the health care and insurance industries and with investment matters; his experience includes service as a trustee, director or officer of various health care companies and nonprofit organizations. He has served on the Board may recommend.

Noneof Trustees and related Committees of SSGA Funds for 29 years and possesses significant experience regarding the operations and history of the TrusteesTrust. He also serves as a Trustee of State Street Navigator Securities Lending Trust, State Street Institutional Investment Trust and State Street Master Funds.

Ellen M. Needham: Ms. Needham is related to any other. The following tables set forth certain information regarding each existing Trusteea Senior Managing Director of State Street Global Advisors, Head of Global Funds Management, and President of SSGA Funds Management, Inc. Ms. Needham serves as a director of SSGA Funds Management, Inc. and State Street Global Advisors Funds Distributors, LLC. In her role, she is responsible for managing firm-wide processes that focus on governance, fund structure, subadviser oversight, tax, product viability, distribution, ongoing monitoring and regulatory coordination across all nominees. Unless otherwise noted, each Trusteeproducts globally. Ms. Needham has engagedbeen involved in the principal occupation listedinvestment industry for over thirty years, beginning her career at State Street in 1989.

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

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

Name, Address and Age		Position(s) Held with the Trusts and Length of Time Served(1)		Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills(2)		Number of Portfolios in Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past 5 Years
Michael A. Jessee c/o SSGA FM One Iron Street Boston, MA 02210 Age 72		Trustee (2016 – present) and Nominee		Retired; formerly, President and Chief Executive Officer of the Federal Home Loan Bank of Boston (1989 – 2009); and Trustee, Randolph-Macon College (2004-2016).		60		Trustee of State Street Institutional Investment Trust (2016 – present); Trustee of SSGA Funds (2016 – present); Trustee of State Street Master Funds (2016 – present); and Trustee of State Street Navigator Securities Lending Trust (1996 – present).
Donna M. Rapaccioli c/o SSGA FM 1600 Summer St. Stamford, CT 06905 Age 55		New Independent Fund TrusteesNominee		Dean of the Gabelli School of Business (2007 – present) and Accounting Professor (1987 – present) at Fordham University.		12		Trustee of State Street Institutional Funds (2012 – present); Director of State Street Variable Insurance Series Funds, Inc. (2012 – present); and Trustee of Emmanuel College (2010 – present).
Richard D. Shirk c/o SSGA FM One Iron Street Boston, MA 02210 Age 73		Trustee (2016 – present) and Nominee		March 2001 to April 2002, Chairman (1996 to March 2001, President and Chief Executive Officer), Cerulean Companies, Inc. (holding company) (Retired); 1992 to March 2001, President and Chief Executive Officer, Blue Cross Blue Shield of Georgia (health insurer, managed healthcare).		60		Trustee of State Street Institutional Investment Trust (2016 – present); Trustee of SSGA Funds (1988 – present); Trustee of State Street Master Funds (2014 – present); Trustee of State Street Navigator Securities Lending Trust (2016 – present);1998 to December 2008, Chairman, Board Member and December 2008 to Present, Investment Committee Member, Healthcare Georgia Foundation (private foundation); September 2002 to 2012, Lead Director and Board Member, Amerigroup Corp. (managed health care); 1999 to 2013, Board Member and (since 2001) Investment Committee Member, Woodruff Arts Center; and 2003 to 2009, Trustee, Gettysburg College; Board member, Aerocare Holdings, Regenesis Biomedical Inc.

Name, Address and Age		Position(s) Held with the Trusts and Length of Time Served(1)		Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills(2)		Number of Portfolios in Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past 5 Years
Patrick J. Riley c/o SSGA FM One Iron Street Boston, MA 02210 Age 70		Trustee (2016 – present)		2002 to May 2010, Associate Justice of the Superior Court, Commonwealth of Massachusetts; 1985 to 2002, Partner, Riley, Burke & Donahue, L.L.P. (law firm); 1998 to Present, Independent Director, State Street Global Advisors Ireland, Ltd. (investment company); 1998 to Present, Independent Director, SSGA Liquidity plc (formerly, SSGA Cash Management Fund plc); January 2009 to Present, Independent Director, SSGA Fixed Income plc; and January 2009 to Present, Independent Director, SSGA Qualified Funds PLC.		60		Board Director and Chairman, SPDR Europe 1 PLC Board (2011 – present); Board Director and Chairman SPDR Europe II, PLC (2013 – present).
Rina K. Spence c/o SSGA FM One Iron Street Boston, MA 02210 Age 70		Trustee (2016 – present)		President of SpenceCare International LLC (international healthcare consulting) (1999 – present); Chief Executive Officer, IEmily.com (health internet company) (2000 – 2001); Chief Executive Officer of Consensus Pharmaceutical, Inc. (1998 – 1999); Founder, President and Chief Executive Officer of Spence Center for Women’s Health (1994 – 1998); President and CEO, Emerson Hospital (1984 – 1994); Honorary Consul for Monaco in Boston (2015 – present).		60		Trustee, Eastern Enterprise (utilities) (1988 – 2000); Director, Berkshire Life Insurance Company of America (1993 – 2009).

Name, Address and Age		Position(s) Held with the Trusts and Length of Time Served(1)		Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills(2)		Number of Portfolios in Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past 5 Years
Interested Trustees(4)
Ellen M. Needham(5) c/o SSGA FM One Iron Street Boston, MA 02210 Age 51		New Interested Nominee		President and Director, SSGA FM (2001 – present)*; Senior Managing Director, State Street Global Advisors (1992 – present)*; Director, State Street Global Advisors Funds Distributors, LLC (May 2017 – present).*		None.		None.
Jeanne M. La Porta(6) SSGA FM 1600 Summer Street Stamford, CT 06905 Age 52		Trustee (2014 - present)		Senior Managing Director at State Street Global Advisors (July 2016 – present); Director of State Street Global Advisors Funds Distributors, LLC (May 2017 – present); President of GE Retirement Savings Plan Funds (July 2016 – present); Senior Vice President and Commercial Operations Leader at GEAM (March 2014 – July 2016); President of State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. (April 2014 – present); President and Trustee of GEAM’s UCITs Funds (March 2014 – November 2014); Senior Vice President and Commercial Administrative Officer at GEAM (April 2010 – March 2014); Vice President of State Street Institutional Funds (July 2003 – present); Vice President of Elfun Funds and GE Retirement		18		Director of State Street Variable Insurance Series Funds, Inc. (2014 – present); Trustee of State Street Institutional Funds (2014 – present).

Name, Address and Age		Position(s) Held with the Trusts and Length of Time Served(1)		Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills(2)		Number of Portfolios in Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past 5 Years
				Savings Plan Funds (October 2003 – July 2016); Secretary of GE Funds (July 2007 – September 2010) and Vice President (July 2007 – February 2011); Senior Vice President and Deputy General Counsel of GEAM (October 2007 – April 2010); Vice President and Assistant Secretary of Elfun Funds and GE Retirement Savings Plan Funds (July 2003 – June 2010); and Vice President and Associate General Counsel – Marketing and Client Services (formerly Asset Management Services) at GEAM (May 1997 – October 2007).

What are each Board’s responsibilities?

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

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

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

How is each Board structured?

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

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

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

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

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

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

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

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

Trustees (including Nominees)		Name of Trust and Fund		Dollar Range of Equity Securities in Each Fund		Aggregate dollar Range of Equity Securities in All Funds Overseen by Trustee or Nominee in Family of Investment Companies
Donna M. Rapaccioli		None.		None.		None.
Richard D. Shirk		Elfun Trusts		Over $100,000		Over $100,000
Patrick J. Riley		None.		None.		None.
Rina K. Spence		None.		None.		None.
Interested Trustees
Ellen M. Needham		None.		None.		None.
Jeanne M. La Porta		None.		None.		None.

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

Independent Public Accountants.

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

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

Audit Fees.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Change in Audit Firm

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

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

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

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

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

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

Trustees’ Compensation.

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

Each Interested Trustee serves without receiving compensation from the Funds.

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

Information regarding the Officers.

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

Name, Address, and Year of Birth		Position(s) Held with the Elfun Funds		Term of Office and Length of Time Served		Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills
Joshua A. Weinberg SSGA FM One Iron Street Boston, MA 02210 YOB: 1978		Chief Legal Officer		Until successor is elected and qualified. Served: Since 2016		Managing Director and Managing Counsel, State Street Global Advisors (2011 – present*); Clerk, SSGA Funds Management, Inc. (2013 – present); Associate, Financial Services Group, Dechert LLP (2005 – 2011)
Bruce S. Rosenberg SSGA FM One Iron Street Boston, MA 02210 YOB: 1961		Treasurer		Until successor is elected and qualified. Served: Since 2016		Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (July 2015 – present); Director, Credit Suisse (April 2008 – July 2015).
Ann M. Carpenter SSGA FM One Iron Street Boston, MA 02210 YOB: 1966		Vice President and Deputy Treasurer		Until successor is elected and qualified. Served: Since 2016		Chief Operating Officer, SSGA Funds Management, Inc. (2005 – present)*; Managing Director, State Street Global Advisors (2005 – present).*
Chad C. Hallett SSGA FM One Iron Street Boston, MA 02210 YOB: 1969		Deputy Treasurer		Until successor is elected and qualified. Served: Since 2016		Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (November 2014 – present); Vice President, State Street Bank and Trust Company (2001 – November 2014).*
Arthur A. Jensen SSGA FM 1600 Summer Street Stamford, CT 06905 YOB: 1966		Deputy Treasurer		Until successor is elected and qualified. Served: Since 2016		Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (July 2016 – present); Deputy Treasurer of Elfun Funds (July 2016 – present); Treasurer of State Street Institutional Funds, State Street Variable Insurance Series Funds, Inc. and GE Retirement Savings Plan Funds (June 2011 – present); Treasurer of Elfun Funds (June 2011 – July 2016); Mutual Funds Controller of GEAM (April 2011 – July 2016).
Darlene Anderson-Vasquez SSGA FM One Iron Street Boston, MA 02210 YOB: 1969		Deputy Treasurer		Until successor is elected and qualified. Served: Since 2016		Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (May 2016 – present); Senior Vice President, John Hancock Investments (September 2007 – May 2016).
Sujata Upreti SSGA FM One Iron Street Boston, MA 02210 YOB: 1974		Assistant Treasurer		Until successor is elected and qualified. Served: Since 2016		Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 –present); Assistant Director, Cambridge Associates, LLC (July 2014 – January 2015); Vice President, Bank of New York Mellon (July 2012 – August 2013); Manager, PricewaterhouseCoopers, LLP (September 2003 – July 2012).

Name, Address, and Year of Birth		Position(s) Held with the Elfun Funds		Term of Office and Length of Time Served		Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills
Daniel Foley SSGA FM One Iron Street Boston, MAv02210 YOB: 1972		Assistant Treasurer		Until successor is elected and qualified. Served: Since 2016		Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (April 2007 – present).*
Daniel G. Plourde SSGA FM One Iron Street Boston, MA 02210 YOB: 1980		Assistant Treasurer		Until successor is elected and qualified. Served: Since 2017		Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 –present); Officer, State Street Bank and Trust Company (March 2009 – May 2015).
Jesse D. Hallee State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111-2900 YOB: 1976		Secretary		Until successor is elected and qualified. Served: Since 2016		Vice President and Managing Counsel, State Street Bank and Trust Company (2013 – present); Vice President and Counsel, Brown Brothers Harriman & Co. (2007 – 2013).
Khimmara Greer State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111-2900 YOB: 1983		Assistant Secretary		Until successor is elected and qualified. Served: Since 2016		Vice President and Counsel, State Street Bank and Trust Company (2015- present); Regulatory Advisor, JPMorgan (2014 – 2015); Claims Case Manager, Liberty Mutual Insurance (2012 – 2014); Contract Attorney, Various Law Firms (2011 – 2012).

What happens if shareholders do not approve the Nominees?

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

What does the Board recommend?

Each Board has determined that election of the six (6) Nominees as Trustees is in the interests of each Elfun Fund and its shareholders. Accordingly, after consideration of the above factors and other information it considered relevant, each Board, including all of the Independent Trustees, unanimously approved the nomination of each of the six (6) Nominees. Each Board is recommending that the shareholders vote “FOR” each of the Nominees.

EACH BOARD RECOMMENDS

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

PROPOSAL 2

ELECT TRUSTEES FOR THE STT TRUSTS

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

SSGA Funds;

State Street Institutional Investment Trust; and

State Street Master Funds.

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

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

Who are the nominees to the Board?

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

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

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

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

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

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

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

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

What are the qualifications of the Nominees?

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

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

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

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

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

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

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

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

Name, Address and Age		Position(s) Held with the Trusts and Length of Time Served(1)		Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills(2)		Number of Portfolios in Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past 5 Years
Michael A. Jessee c/o SSGA FM One Iron Street Boston, MA 02210 Age 72		Trustee (2016 – present) and Nominee		Retired; formerly, President and Chief Executive Officer of the Federal Home Loan Bank of Boston (1989 – 2009); and Trustee, Randolph-Macon College (2004-2016).		60		Trustee of State Street Navigator Securities Lending Trust (1996 – present).
Donna M. Rapaccioli c/o SSGA FM 1600 Summer St. Stamford, CT 06905 Age 55		New Independent Nominee		Dean of the Gabelli School of Business (2007 – present) and Accounting Professor (1987 – present) at Fordham University.		12		Trustee of State Street Institutional Funds (2012 – present); Director of State Street Variable Insurance Series Funds, Inc. (2012 – present); and Trustee of Emmanuel College (2010 – present).
Michael F. Holland c/o SSGA FM One Iron Street Boston, MA 02210 Age 74		Trustee (2014 – present)		Chairman, Holland & Company L.L.C. (investment adviser) (1995 – present).		54		Director, the Holland Series Fund, Inc.; Director, The China Fund, Inc.; Director, The Taiwan Fund, Inc. (2007 – 2017); Director, Reaves Utility Income Fund, Inc.; and Director, Blackstone/GSO Loans (and Real Estate) Funds.
Patrick J. Riley YOB: 1948c/o SSGA FM One Iron Street Boston, MA 02210 Age 70		Trustee less than 1 year(1988 – present)		2002 to May 2010, Associate Justice of the Superior Court, Commonwealth of Massachusetts; 1985 to 2002, Partner, Riley, Burke & Donahue, L.L.P. (law firm); 1998 to Present, Independent Director, State Street Global Advisers Ireland, Ltd. (investment company); 1998 to Present, Independent Director, SSGA Liquidity plc (formerly, SSGA Cash Management Fund plc); January 2009 to Present, Independent Director, SSGA Fixed Income plc; and January 2009 to Present, Independent Director, SSGA Qualified Funds PLC.		660		Trustee, State Street Institutional Investment Trust; Trustee, State Street Master Funds; Trustee, SSGA Funds; Board Director and Chairman, SPDR Europe 1PLC Board (2011-Present)(2011- Present); Board Director and Chairman, SPDR Europe II, PLC (2013- Present).

William L. BoyanName, Address and Age

Position(s) Held YOB: 1937with the Trusts and Length of Time Served(1)

Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills(2)

Number of Portfolios in Fund Complex Overseen by Trustee

Other Directorships Held by Trustee During Past 5 Years

Richard D. Shirk c/o SSGA FM One Iron Street Boston, MA 02210 Age 73

Trustee less than 1 year(1988 – present)

March 2001 to April 2002, Chairman (1996 to March 2001, President and Chief Operations Officer, John Hancock Financial Services (1959 – 1999). Mr. Boyan retired in 1999. Chairman Emeritus, Children’s Hospital, Boston, MA (1984 – 2011)Executive Officer), Cerulean Companies, Inc. (holding company) (Retired); Former Trustee of Old Mutual South Africa Master Trust (investments) (1995 – 2008); Former Chairman, Boston Plan For Excellence, Boston Public Schools (1995 – 2010); Member of Advisory Board of Florida Atlantic University Lifelong Learning Society.

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Trustee, State Street Institutional Investment Trust; Trustee, State Street Master Funds; Trustee, SSGA Funds; Former Trustee of Old Mutual South Africa Master Trust.

William L. Marshall YOB: 1942

N/A

April 20111992 to Present, Chairman (until April 2011,March 2001, President and Chief Executive Officer, and President), Wm. L. Marshall Associates, Inc., Wm. L. Marshall Companies, Inc. and the Marshall Financial Group, Inc. (a registered investment adviser and providerBlue Cross Blue Shield of financial and related consulting services); Certified Financial Planner; Member, Financial Planners Association; 2015Georgia (health insurer, managed healthcare).

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1998 to present,December 2008, Chairman, Board Member The Doylestown Healthand December 2008 to Present, Investment Committee Member, Healthcare Georgia Foundation Board.

N/A

(private foundation); September 2002 to 2012, Lead Director and Board Member, Amerigroup Corp. (managed health care); 1999 to 2013, Board Member and (since 2001) Investment Committee Member, Woodruff Arts Center; and 2003 to 2009, Trustee, State Street Institutional Investment Trust; Trustee, State Street Master Funds; Trustee, SSGA Funds; Director, Marshall Financial Group,Gettysburg College; Board member, Aerocare Holdings, Regenesis Biomedical Inc.

Rina K. Spence YOB: 1948c/o SSGA FM One Iron Street Boston, MA 02210 Age 70

N/ATrustee (2014 – present)

President of SpenceCare International LLC (international healthcare consulting) (1999 – present); Chief Executive Officer, IEmily.com (health internet company) (2000 – 2001); Chief Executive Officer of Consensus Pharmaceutical, Inc. (1998 – 1999); Founder, President and Chief Executive Officer of Spence Center for Women’s Health (1994 – 1998)–1998); President and CEO, Emerson Hospital (1984 – 1994); Honorary Consul for Monaco in Boston (2015 – present).

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Trustee, Eastern Enterprise (utilities) (1988 – 2000); Director, Berkshire Life Insurance Company of America (1993 – 2009); Honorary Consul for Monaco in Boston (2015-present).

N/A

Trustee, State Street Institutional Investment Trust; Trustee, State Street Master Funds; Trustee, SSGA Funds.

Douglas T. Williams YOB: 1940

N/A

President, Oakmont Homeowners Association; President, Mariner Sands Chapel; Executive Vice President and member of Executive Committee, Chase Manhattan Bank (1987 -1999); President, Boston Stock Exchange Depository Trust Company, 1981-1982; Treasurer, Nantucket Educational Trust, (2002-2007).

N/A

Trustee, State Street Institutional Investment Trust; Trustee, State Street Master Funds; Trustee, SSGA Funds.

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What are each Board’s responsibilities?

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

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

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

How is each Board structured?

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

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

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

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

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

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

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

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

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

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

Board’s Oversight Role in ManagementIndependent Public Accountants.

The Board is responsibleaccounting firm of Ernst & Young LLP currently serves as the registered independent public accountant (the “Independent Auditor”) 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.STT Trusts. The Board also reviewshas selected Ernst & Young LLP as the Independent Auditor to examine and approves each Fund’s advisoryreport on the financial statements of State Street Institutional Investment Trust, 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 theState Street Master Funds primarily GEAM and its affiliates, have responsibility for the day-to-day managementfiscal year ending December 31, 2018 and SSGA Funds for the fiscal year ending August 31, 2019.

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

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

For the fiscal yearyears ended December 31, 2015. Each Trustee attended at least 75%2017 and December 31, 2016, the aggregate audit fees billed for professional services rendered by Ernst & Young LLP, State Street Institutional Investment Trust’s principal accountant, for the audit of the total number of meetings of the BoardState Street Institutional Investment Trust’s annual financial statements or services normally provided by Ernst & Young LLP in connection with State Street Institutional Investment Trust’s statutory and of any committee of which he or she was a member during that fiscal year of each Fund.regulatory filings and engagements were $762,976 and $670,525, respectively.

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 duringFor the fiscal yearyears ended December 31, 2015.

Audit Committee. Three Trustees are members2017 and December 31, 2016, the aggregate audit fees billed for professional services rendered by Ernst & Young LLP, the Trust’s principal accountant, for the audit of the State Street Master Funds’ Audit Committee. The Audit Committee evaluates and selects the Funds’ independent auditors. The Audit Committee meetsannual financial statements or services normally provided by Ernst & Young LLP in connection with the Funds’ independent auditorsTrust’s statutory and regulatory filings and engagements were $180,177 and $168,650, respectively.

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

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

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

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

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

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

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

For the provision of suchfiscal years ended August 31, 2017 and August 31, 2016, the aggregate fees for professional services after considering the possible effect of suchrendered by Ernst & Young LLP for products and 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 communicationsprovided by Ernst & Young LLP 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 Funds that is considered non-routine (that is, GEAM will share correspondence other than routine requests for transactions, address changes,Adviser and the like). Given the limited amount of non-routine correspondence, the Board has not adopted a more formal unitholder 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.

Identifying Nominees.The Governance Committee considers candidates from various sources, including, but not limited to, candidates recommended by Trustees, unitholders, and officers of the 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 national origin, would provide beneficial diversity of skills, experience, or perspective to the Board’s membership and collective attributes. Such considerations will vary based on the Board’s existing membership and other factors, such as the strength of a potential nominee’s overall qualifications relative to diversity considerations.

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Any request by management to meet with the prospective 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 unitholders, the Board does not have a policy on Trustee attendance at such meetings.

Ownership of Securities

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

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 or the Adviser or securities in anany entity controlling, controlled by, or under common control with GEAM or the Adviser (not including registered investment companies).that provides ongoing services to SSGA

Officers Nominated

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

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

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

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

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

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

Trustees’ Compensation.

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

Each Interested Trustee serves without receiving compensation from the Funds.

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

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

Information regarding the individuals nominated for election asOfficers.

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

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Name, Address, and Year of Birth		Position(s) Held with the Trusts		Term of Office and Length of Time Served		Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills
Chad C. Hallett SSGA Funds Management, Inc. State Street Financial CenterFM One LincolnIron Street Boston, MA 0211102210 YOB: 1969		Deputy Treasurer		Until successor is elected and qualified. Served: Since 2016		Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (November 2014 – present); Vice President, State Street Bank and Trust Company (2001 – November 2014).*
Trevor SwanbergArthur A. Jensen SSGA Funds Management, Inc.FM State Street Financial Center One Lincoln1600 Summer Street Boston, MA 02111Stamford, CT 06905 YOB: 19791966		Code of Ethics Compliance OfficerDeputy Treasurer		Until successor is elected and qualified. Served: Since 2016		Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (January 2015-Present)(July 2016 – present); Senior Manager-Mutual Fund Compliance, ICMA-Retirement Corporation (December 2011-January 2015); Assistant Vice President, J.P. Morgan (September 2007-December 2011).
Arthur A. Jensen c/o GEAM 1600 Summer St. Stamford, CT 06905 YOB: 1967		Deputy Treasurer		Treasurer of GEElfun Funds (July 2016 – present); Treasurer of State Street Institutional Funds, GE InvestmentsState Street Variable Insurance Series Funds, Inc. and GE Retirement Savings Plan Funds since June 2011;(June 2011 – present); Treasurer of Elfun Funds (June 2011 – July 2016); Mutual Funds Controller of GEAM since April 2011; Senior Vice President at Citigroup from 2008 to 2010; and Vice President at JPMorgan from 2005 to 2008.(April 2011 – July 2016).
Robert HerlihyDarlene Anderson-Vasquez c/o GEAMSSGA FM 1600 Summer St. Stamford, CT 06905One Iron Street Boston, MA 02210 YOB: 19681969		Deputy Chief Compliance OfficerTreasurer		Chief ComplianceUntil successor is elected and qualified. Served: Since 2016		Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (May 2016 – present); Senior Vice President, John Hancock Investments (September 2007 – May 2016).
Sujata Upreti SSGA FM One Iron Street Boston, MA 02210 YOB: 1974		Assistant Treasurer		Until successor is elected and qualified. Served: Since 2016		Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 –present); Assistant Director, Cambridge Associates, LLC (July 2014 – January 2015); Vice President, Bank of New York Mellon (July 2012 – August 2013); Manager, PricewaterhouseCoopers, LLP (September 2003 – July 2012).
Daniel Foley SSGA FM One Iron Street Boston, MAv02210 YOB: 1972		Assistant Treasurer		Until successor is elected and qualified. Served: Since 2016		Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (April 2007 – present).*
Daniel G. Plourde SSGA FM One Iron Street Boston, MA 02210 YOB: 1980		Assistant Treasurer		Until successor is elected and qualified. Served: Since 2017		Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 –present); Officer, State Street Bank and Trust Company (March 2009 – May 2015).

Name, Address, and Year of GEAM, GEBirth		Position(s) Held with the Trusts		Term of Office and Length of Time Served		Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills
Jesse D. Hallee State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA02111-2900 YOB: 1976		Secretary		Until successor is elected and qualified. Served: Since 2016		Vice President and Managing Counsel, State Street Bank and Trust Company (2013 – present); Vice President and Counsel, Brown Brothers Harriman & Co. (2007 – 2013).**
Khimmara Greer State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA02111-2900 YOB: 1983		Assistant Secretary (SSGA Funds and State Street Master Funds only)		Until successor is elected and qualified. Served: Since 2016		Vice President and Counsel, State Street Bank and Trust Company (2015- present); Regulatory Advisor, JPMorgan (2014 – 2015); Claims Case Manager, Liberty Mutual Insurance (2012 – 2014); Contract Attorney, Various Law Firms (2011 – 2012).
Michael P. Riley SSGA FM One Iron Street Boston, MA 02210 YOB: 1969		Vice President (State Street Institutional Funds, GE Investments Funds, Inc.Investment Trust only)		Until successor is elected and GE Retirement Savings Plan Funds since July 2005; Chief Compliance Officer of GE Funds from July 2005 to February 2011; Manager of Fund Administration at GEAM from March 2002 to 2005.qualified. Served: Since 2011		Managing Director, State Street Global Advisors (2005 – present).*

What happens if shareholders do not approve the Nominees?

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

What does the Board recommend?

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

EACH BOARD RECOMMENDS

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

PROPOSAL 3

ELECT TRUSTEES FOR THE NAVIGATOR TRUST

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

State Street Navigator Securities Lending Trust.

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

The members of the Board considered the benefit to the Navigator Trust of calling a meeting of shareholders to elect the Nominees at this time.

Who are the nominees to the Board?

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

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

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

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

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

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

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

What are the qualifications of the Nominees?

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