Elfun International Equity Fund DEF 14ADefinitive proxy

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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 ☒         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

Elfun Tax-Exempt Income Fund

Elfun Trusts

SSGA Funds

State Street Institutional Investment Trust

State Street Master Funds

State Street Navigator Securities Lending Trust

State Street Institutional Funds

State Street Variable Insurance Series Funds, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

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

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ELFUN DIVERSIFIED FUND

ELFUN GOVERNMENT MONEY MARKET FUND

ELFUN INCOME FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUN TAX-EXEMPT INCOME FUND

ELFUN TRUSTS

SSGA FUNDS

STATE STREET INSTITUTIONAL INVESTMENT TRUST

STATE STREET MASTER FUNDS

STATE STREET NAVIGATOR SECURITIES LENDING TRUST

STATE STREET INSTITUTIONAL FUNDS

STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.

One Iron Street

Boston, Massachusetts 02210

1-800-997-7327

October 16, 2024

Dear Shareholder or Contract Owner,

You are cordially invited to attend a combined special meeting (“Special Meeting”) of the shareholders of Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, Elfun Tax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, State Street Navigator Securities Lending Trust, State Street Variable Insurance Series Funds, Inc. (the “Company”), and State Street Institutional Funds (each, a “Trust” and collectively with the Company, the “Trusts”), to be held at 1 p.m., local time, on December 6, 2024 at the offices of SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”), One Iron Street, Boston, Massachusetts 02210. This Proxy Statement and the accompanying form of proxy are first being sent or given to shareholders on or about October 21, 2024.

Each of Michael Jessee and John R. Costantino, current independent trustees or directors, as applicable, of each Trust, are scheduled to retire from the Board (as defined below) effective December 31, 2024, in accordance with the Trusts’ retirement policy. As part of each Trust’s Board’s planning efforts to ensure continuity in the oversight of the Trust, the Board has nominated incumbent independent trustees Patrick J. Riley, Donna M. Rapaccioli, Margaret K. McLaughlin, George M. Pereira, and Mark E. Swanson and has also nominated a new interested trustee/director candidate, Jeanne LaPorta (each a “Nominee” and, collectively, the “Nominees”), for election by shareholders of the Trusts. The Board currently consists of seven (7) trustees and, if the Proposal is approved for each Trust, the Board will consist of six (6) trustees effective upon the retirements of Messrs. Jessee and Costantino. 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.

If you are a contract owner of a variable annuity contract or variable life insurance contract investing in shares of one or more of the constituent funds of the Company, please be aware that your insurance company holds these shares on your behalf. Although you are not a shareholder of these funds, you have the right to instruct your insurance company on how to vote fund shares corresponding to your investment through your variable contract.

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. Cast your vote via the internet or telephone by following the instructions on your Notice/Proxy Card. Details regarding the matters to be acted upon at this

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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 of follow-up solicitations and possible adjournments or postponements, please read the Proxy Statement and cast your vote via the Internet or telephone by following the instructions on your Notice/Proxy Card. 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,

Ann M. Carpenter

President, Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, Elfun Tax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, State Street Navigator Securities Lending Trust, State Street Institutional Funds, and State Street Variable Insurance Series Funds, Inc.

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

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

Why am I receiving this proxy statement?

You are receiving these proxy materials — which include the proxy statement and Notice/proxy card — because you have the right to vote (or instruct your insurance company on how 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, Elfun Tax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, State Street Navigator Securities Lending Trust, State Street Institutional Funds, and State Street Variable Insurance Series Funds, Inc. (each, a “Trust” or collectively, the “Trusts”).

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, Elfun Tax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, State Street Navigator Securities Lending Trust, and State Street Institutional Funds, and also include State Street Variable Insurance Series Funds, Inc., which is sometimes referred to as the “Company”; the terms “Fund” or “Funds” include the constituent funds or series of each Trust; the terms “Board” or “Board of Trustees” include the Board of Trustees of each of the Trusts; and the terms “Trustee” or “Trustees” include the trustees, or directors, as applicable, of each of the Trusts.

What proposal 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 I vote?

The Board of each of the Trusts unanimously recommends that shareholders vote FOR the election of all Nominees.

Each Board of Trustees and the management of the Trusts believe that the Proposal is in the best interests of each of the Trusts as applicable.

How would approval of each proposal affect the composition of each of the Trust’s Boards?

After the Special Meeting and the other Board membership changes described below that are scheduled to occur in connection with the Special Meeting, each Board would consist of six Trustees effective December 31, 2024.

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Two of the Nominees—Ms. Rapaccioli and Mr. Riley—currently serve on these Boards after their election by the shareholders in past years and would continue to serve as Trustees after their election by shareholders. Three of the Nominees—Ms. McLaughlin and Messrs. Pereira and Swanson—currently serve on these Boards by appointment of the Trustees in between shareholder meetings and would continue to serve as Trustees after their election by shareholders. One of the Nominees—Ms. LaPorta—would be added to each Board as an interested Trustee. In connection with the election of the six Nominees, two current Trustees of the Trusts—Michael Jessee and John R. Costantino—are scheduled to retire on December 31, 2024.

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 Board of Trustees (“Board” or “Board of Trustees”) of each Trust has sent a Proxy Statement to you and all other shareholders of record who have a beneficial interest in the Funds as of the close of business on October 7, 2024 (“Record Date”). The Board is soliciting your vote for a Special Meeting of shareholders of the Trusts.

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 Date are eligible to vote. Each share of each class of the Funds is entitled to one vote and fractional shares are counted as a fractional vote.

If you are a contract owner of a variable annuity contract or a variable life insurance contract investing in shares of one or more of the constituent funds of State Street Variable Insurance Series Funds, Inc., please be aware that your insurance company holds these shares on your behalf. Although you are not a shareholder of these Funds, you have the right to instruct your insurance company on how to vote Fund shares corresponding to your investment through your variable contract. The insurance company shareholders of State Street Variable Insurance Series Funds, Inc. hereby solicit instructions for voting shares of the Funds attributable to their separate accounts from owners of variable contracts having contract values allocated to such separate accounts invested in such shares as of the Record Date and agree to vote such shares at the Special Meeting in accordance with such instructions received in a timely manner.

How do I vote?

Shareholders can vote (or, in the case of contract owners, you can provide voting instructions to your insurance company) 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 (or provide voting instructions) 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 an e-mail confirming their instructions.

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.

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What vote is required?

Shareholders of each Trust, including each Fund and class thereof, will vote collectively as a single class on the election of each Nominee. With respect to each Trust, the election of each Nominee must be approved by the affirmative vote of a plurality of the shares voting at the Special Meeting at which a quorum is present. 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 do I provide voting instructions?

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

On-line: Visit www.proxyvote.com and follow the on-line instructions.

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

When and where will the Special Meeting be held?

The Special Meeting is scheduled for 1 p.m., local time on December 6, 2024 at the offices of the Adviser, One Iron Street, Boston, Massachusetts 02210, and, if the Special Meeting is adjourned or postponed, any adjournment(s) or postponement(s) of the Special Meeting will also be held at the above location. If you expect to attend the Special Meeting in person, please call Shareholder Services toll-free at 1-800-997-7327.

How can I obtain more information about the Trusts?

Should you have any questions about the Trusts, please do not hesitate to contact Shareholder Services toll free at the following telephone numbers: (i) 1-800-242-0134 with respect to Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, Elfun Tax-Exempt Income Fund, Elfun Trusts, State Street Institutional Funds, State Street Variable Insurance Series Funds, Inc., and the State Street Income Fund and State Street U.S. Core Equity Fund (each, a series of the State Street Institutional Investment Trust); (ii) 1-800-647-7327 with respect to SSGA Funds and all series of the State Street Institutional Investment Trust other than State Street Income Fund and State Street U.S. Core Equity Fund; and (iii) 1-877-521-4083 with respect to the State Street Navigator Securities Lending Trust. The prospectuses, statement of additional information and other information regarding the Funds are available on the Internet at http://www.ssga.com.

Important notice regarding availability of proxy materials for the Special Meeting to be held on December 6, 2024.

The Proxy Statement is available on the Internet at www.proxyvote.com. Additional information about each Fund is available in its Prospectus, Statement of Additional Information, Semi-Annual Report, and Annual Report to shareholders. This Proxy Statement should be read in conjunction with the Annual and unaudited Semi-Annual Reports. You can obtain copies of the Prospectus, Statement of Additional Information, Annual and unaudited Semi-Annual Reports of each Fund upon request, without charge, by writing to the applicable Trust at One Iron Street, Boston, Massachusetts 02210, by calling 1-800-997-7327, or by visiting http://www.ssga.com.

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

Yes, if all of the Nominees are elected, the majority of the Trustees of each Trust will not be “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the Trusts, the Funds or SSGA FM.

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

OF

ELFUN DIVERSIFIED FUND

ELFUN GOVERNMENT MONEY MARKET FUND

ELFUN INCOME FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUN TAX-EXEMPT INCOME FUND

ELFUN TRUSTS

SSGA FUNDS

STATE STREET INSTITUTIONAL INVESTMENT TRUST

STATE STREET MASTER FUNDS

STATE STREET NAVIGATOR SECURITIES LENDING TRUST

STATE STREET INSTITUTIONAL FUNDS

STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.

One Iron Street

Boston, Massachusetts 02210

1-800-997-7327

Scheduled for December 6, 2024

To the Shareholders or Contract Owners:

NOTICE IS HEREBY GIVEN of a combined special meeting (the “Special Meeting”) of the shareholders of Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, Elfun Tax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, State Street Navigator Securities Lending Trust, State Street Institutional Funds, and State Street Variable Insurance Series Funds, Inc.

The Special Meeting will be held at 1 p.m., local time, on December 6, 2024 at the offices of SSGA FM, One Iron Street, Boston, Massachusetts 02210.

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

Each Board unanimously recommends that you vote “FOR” each Proposal that applies to the Trust it oversees.

Shareholders and contract owners of record as of the close of business on October 7, 2024 are entitled to notice of, and to vote or provide voting instructions at, the Special Meeting, and are also entitled to vote, or provide voting instructions, at any adjournments or postponements thereof.

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If you are a contract owner of a variable annuity contract or a variable life insurance contract investing in shares of one or more of the constituent funds of State Street Variable Insurance Series Funds, Inc., please be aware that your insurance company holds these shares on your behalf. Although you are not a shareholder of these Funds, you have the right to instruct your insurance company on how to vote Fund shares corresponding to your investment through your variable contract. The insurance company shareholders of State Street Variable Insurance Series Funds, Inc. hereby solicit instructions for voting shares of the Funds attributable to their separate accounts from owners of variable contracts having contract values allocated to such separate accounts invested in such shares as of the Record Date and agree to vote such shares at the Special Meeting in accordance with such instructions received in a timely manner.

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

By Order of the Boards of Trustees,

Ann M. Carpenter

President, Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, Elfun Tax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, State Street Navigator Securities Lending Trust, State Street Institutional Funds, and State Street Variable Insurance Series Funds, Inc.

October 16, 2024

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PROXY STATEMENT

October 16, 2024

ELFUN DIVERSIFIED FUND

ELFUN GOVERNMENT MONEY MARKET FUND

ELFUN INCOME FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUN TAX-EXEMPT INCOME FUND

ELFUN TRUSTS

SSGA FUNDS

STATE STREET INSTITUTIONAL INVESTMENT TRUST

STATE STREET MASTER FUNDS

STATE STREET NAVIGATOR SECURITIES LENDING TRUST

STATE STREET INSTITUTIONAL FUNDS

STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.

One Iron Street

Boston, Massachusetts 02210

1-800-997-7327

Special Meeting of Shareholders

Scheduled for

December 6, 2024

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INTRODUCTION

This Proxy Statement and the accompanying form of proxy are first being sent or given to shareholders on or about October 21, 2024.

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PROPOSAL 1

ELECT TRUSTEES FOR ALL TRUSTS

This Proposal applies to the following Trusts:

We are asking shareholders of each Trust to elect six (6) Nominees as members of the Board of Trustees of that Trust, which Nominees, if elected, would serve on the Board of each Trust. In connection with the election of the Nominees, two current Trustees of the Trusts—Michael Jessee and John R. Costantino—are scheduled to retire.

Who are the Nominees to the Board?

The Board of Trustees of each Trust has nominated six (6) Nominees for election as Trustees of each Trust.

Five of the Nominees, Patrick J. Riley, Donna M. Rapaccioli, Margaret K. McLaughlin, George M. Pereira, and Mark E. Swanson, are independent, meaning that each is not an “interested person,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of any Trust (each such individual is commonly referred to as an “Independent Trustee” and, collectively, as “Independent Trustees”). Each of these five Nominees currently serves on the Board of each Trust. One of the Nominees, Jeanna LaPorta, is an “interested person,” as defined in the 1940 Act (“Interested Trustee”) of the Trusts and does not currently serve on any of the Boards.

If the Proposal is approved with respect to each Nominee, each Board would consist of six (6) Trustees upon the scheduled retirement of Messrs. Jessee and Costantino effective December 31, 2024. Two of the Nominees—Ms. Rapaccioli and Mr. Riley—currently serve on these Boards after their election by the shareholders in past years and would continue to serve as Trustees after their election by shareholders (and variable contract holders). Three of the Nominees—Ms. McLaughlin and Messrs. Pereira and Swanson—currently serve on these Boards by appointment of the Trustees in between shareholder meetings and would continue to serve as Trustees after their election by shareholders (and variable contract holders). One of the Nominees—Ms. LaPorta—does not currently serve on any of these Boards and would serve as Trustee after her election by shareholders and upon the scheduled retirement of Messrs. Jessee and Costantino effective December 31, 2024.

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 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.

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Prior to taking action to nominate each of the Nominees, the Nominating Sub-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 Mses. McLaughlin, Rapaccioli, and LaPorta and Messrs. Pereira, Riley, and Swanson would be in the best interests of the shareholders of each 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 August 7, 2024, 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 Nominees and other information relating to the professional experiences, attributes and skills relevant to each 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 Trusts, reviewing contractual arrangements with companies that provide services to the 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, or non-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.

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

Patrick J. Riley: Mr. Riley is an experienced business executive with over 46 years of experience in the legal and financial services industries; his experience includes service as a trustee or director of various investment companies and Associate Justice of the Superior Court of the Commonwealth of Massachusetts. He has served on the Board of Trustees and related committees of the Trusts for 34 years and possesses significant experience regarding the operations and history of the Trusts. Mr. Riley serves as Chairperson of each Trust’s Board.

Margaret K. McLaughlin: Ms. McLaughlin has over 26 years of experience she has gained in a variety of roles encompassing regulatory, operating, legal, and compliance functions, serving both firms and their boards. Ms. McLaughlin formerly served as a founding member of the executive management team for Kramer Van Kirk Credit Strategies L.P. and its technology affiliate, Mariana Systems LLC, where she was integrally involved in

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corporate strategy, operational oversight, risk management and board governance. Prior to Kramer Van Kirk, Ms. McLaughlin was Assistant General Counsel to Harris Associates L.P., where she was responsible for legal, regulatory and compliance activities related to the Oakmark Mutual Funds. Ms. McLaughlin has an extensive understanding and perspective on governance, oversight, regulation, policies and procedures from these positions as well as her prior experience with both the Securities and Exchange Commission and the Department of Justice. Ms. McLaughlin currently serves on the Governing Council of the Independent Directors Council. Most recently, Ms. McLaughlin has held consulting positions at major private equity and management consulting firms. Ms. McLaughlin serves as a Trustee of each Trust.

George M. Pereira: Mr. Pereira has over 31 years of experience in executive management with financial institutions, including extensive experience relating to financial reporting, operations, cybersecurity oversight, and enterprise risk management. Mr. Pereira recently retired from Charles Schwab Investment Management Inc., having served as Chief Operating Officer and Chief Financial Officer during his tenure. Previously, Mr. Pereira also served as Head of Financial Reporting for Charles Schwab & Co., Inc. Earlier in his career, Mr. Pereira gained valuable regulatory experience and perspective while serving as managing director at the New York Stock Exchange. With this professional experience, Mr. Pereira has developed wide-ranging expertise in building and managing financial, operational, technology and risk control platforms for growth and scale within the financial services industry. Additionally, Mr. Pereira is a member of the Latino Corporate Directors Association. Mr. Pereira serves as a Trustee of each Trust.

Donna M. Rapaccioli: Ms. Rapaccioli has over 34 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. Ms. Rapaccioli is dean emerita after serving as Dean of the Gabelli School of Business for 15 years. She has served on Association to Advance Collegiate Schools of Business accreditation team visits, as a director for the graduate management admissions council, as well as trustee at Emmanuel College. Ms. Rapaccioli has lectured on accounting and finance topics and consulted for numerous investment banks. Ms. Rapaccioli also serves as a Trustee of the Trusts.

Mark E. Swanson: Mr. Swanson has over 26 years of experience in executive management with financial services institutions, including extensive experience relating to, fund operations, financial reporting, fund accounting, and fund services. Mr. Swanson recently retired from Russell Investments, having served most recently as the Global Head of Fund Services. Additionally, Mr. Swanson served as Treasurer, Chief Accounting Officer and Chief Financial Officer of Russell Investment Company (“RIC”) and Russell Investment Funds (“RIF”). Previously, Mr. Swanson served as Global Head of Fund Operations for Russell, as well as serving in different directorships with RIC, RIF and other Russell entities. Mr. Swanson serves as a Trustee of each Trust.

Jeanne LaPorta: Ms. La Porta is a Senior Managing Director of State Street Global Advisors and head of Global Funds Management. Prior to joining SSGA, she was the Chief Administrative Officer of a Fintech startup and served as a director of their flagship hedge fund. Jeanne previously worked at State Street Global Advisors from 2016 to 2021 as a Senior Managing Director and at GE Asset Management (GEAM) from 1997 to July 2016 where she held various positions at GEAM, including Senior Vice President and Commercial Operations Leader, Senior Vice President and Commercial Administrative Officer, Senior Vice President and Deputy General Counsel and Vice President and Associate General Counsel.

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.

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Assuming all of the Nominees are elected, the Board would consist of the following six (6) individuals following the Special Meeting and scheduled Trustee retirements and resignation:

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What are the Board’s responsibilities?

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

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

The Board oversees risk management for the Trusts in several ways. The Board receives regular reports from both the Chief Compliance Officer (the “CCO”) and administrator for each of the Trusts, detailing the results of the Trust’s compliance with its Board-adopted policies and procedures, the investment policies and limitations of the applicable Trust, and applicable provisions of the federal securities laws and the Internal Revenue Code of 1986, as amended. As needed, the Adviser discusses management issues regarding the Trust with the Board, soliciting the input of the Board 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 Trusts and offers advice to management, as appropriate. The Trustees also meet in executive session with the independent counsel to those Trustees who are not considered to be Independent Trustees, the independent registered public accounting firm, counsel to the Trusts, the CCO and representatives of management, as needed. Through these regular reports and interactions, the Board oversees the risk management parameters for the Trusts, which are effected on a day-to-day basis by service providers to the Trusts.

How is the Board structured?

The Board has established various committees to facilitate the timely and efficient consideration of various matters of importance to Independent Trustees, the Trusts, and shareholders and to facilitate compliance with legal and regulatory requirements. Currently, the Board has created an Audit Committee, Governance Committee, Nominating Committee, Valuation Committee and Qualified Legal and Compliance Committee (the “QLCC”). 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 each Board. The Audit Committee oversees and monitors the Trusts’ internal accounting and control structure, their auditing function and their 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, including non-audit services performed. The Audit Committee reviews the qualifications of the independent accountants’ key personnel involved in the foregoing activities and monitors the independent accountants’ independence. A copy of the Amended and Restated Audit Committee Charter is attached hereto as Appendix A. During the last fiscal year of each of the Trusts, each Trust held four Audit Committee meetings.

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Governance Committee and Nominating Committee. Each of the Governance Committee and the Nominating Committee is composed of all the Independent Trustees. The primary functions of the Governance Committee and the Nominating Committee are 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 will consider nominees to the 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 Trusts, to the attention of the Trusts’ Secretary, at the address of the principal executive offices of the applicable Trust. Shareholder recommendations must be delivered to, or mailed and received at, the principal executive offices of the Trusts 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. A copy of the Nominating Committee Charter is attached hereto as Appendix B. During the last fiscal year of each of the Trusts, each Trust held three Governance Committee and Nominating Committee combined meetings except for SSGA Funds which held four combined 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 Trusts 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 Trusts’ valuation determinations, with the assistance of the Oversight Committee, State Street and SSGA FM. During the last fiscal year of each of the Trusts, each Trust held four Valuation Committee meetings.

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 Trusts’ 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 Trusts, their officers, or the Trustees. During the last fiscal year of each of the Trusts, each Trust held four QLCC meetings.

During the last fiscal year of each of the Trusts, each Board held five Board meetings with the exception of SSGA Funds, which held seven Board meetings, and State Street Institutional Funds, which held six Board meetings. 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 Shares and Securities of the Funds, Adviser and Distributor. The table below sets forth the dollar value of all shares of each of the Trusts’ constituent funds and of all funds within the family of investment companies held directly or indirectly by each Trustee and Nominee as of December 31, 2023. To the best of the Trusts’ knowledge, as of December 31, 2023, no Trustee or Nominee owned 1% or more of the outstanding shares of any class of a Trust’s fund, and the Trustees and Nominees of the Trusts owned, as a group, less than 1% of the shares of each class of each fund of the Trusts. Additionally, as of December 31, 2023, none of the Independent Trustees or their immediate family members had any ownership of securities of the Adviser, State Street Global Advisors Funds Distributors, LLC (“SSGA FD” or the “Distributor”), the Funds’ distributor, or any person directly or indirectly controlling, controlled by or under common control with the Adviser or the Distributor.

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Set forth below is the dollar range of equity securities owned by each Trustee as of December 31, 2023. 

To the best of the Trusts’ knowledge, as of September 30, 2024 no person owned beneficially more than 5% of the outstanding shares of any class of any fund’s securities, except as set out in Appendix C to this Proxy Statement.

Independent Public Accountant.

The accounting firm of Ernst & Young LLP currently serves as the registered independent public accountant (the “Independent Auditor”) for the Trusts. The Board has selected Ernst & Young LLP as the Independent Auditor to examine and report on the financial statements of each of the Trusts for their respective fiscal years ending 2023.

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 indicated in the table below, the aggregate audit fees billed for professional services rendered by Ernst & Young LLP, each of the Trust’s principal accountant, for the audit of each of the Trust’s annual financial statements or services normally provided by Ernst & Young LLP in connection with the Trust’s statutory and regulatory filings and engagements were as follows:

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Audit-Related Fees. For the applicable fiscal years ended 2023 and 2022 for each of the Trusts, 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 each of the Trust’s financial statements that were not reported under “Audit Fees.”

Tax Fees. For the fiscal years indicated in the table below, the aggregate tax fees billed for professional services rendered to each of the Trusts by Ernst & Young LLP for the review of year-end distribution requirements were as follows:

All Other Fees. For the applicable fiscal years ended 2023 and 2022 for each of the Trusts, there were no fees billed for professional services rendered by Ernst & Young LLP for products and services provided by Ernst & Young LLP to each of the Trusts, other than the services noted above.

For the applicable fiscal years ended 2023 and 2022 for each of the Trusts, the aggregate fees billed for professional services rendered by Ernst & Young LLP for products and services provided by Ernst & Young LLP to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to each of the Trusts that (i) relate directly to the operations and financial reporting of the applicable Trust and (ii) were pre-approved by each Trust’s Audit Committee were $9,540,002 and $9,327,125, respectively.

The Trusts’ Audit Committee Charter states the following with respect to pre-approval procedures:

The Audit Committee shall have the following duties and powers:

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Alternate Pre-Approval Procedure:

None of the above services under the captions Audit-Related Fees, Tax Fees, and All Other Fees were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X during the period of time for which such rule was effective.

For the applicable fiscal years ended 2023 and 2022 for each of the Trusts , the aggregate non-audit fees billed by Ernst & Young LLP for services rendered to each of the Trusts and the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provided ongoing services to the Trusts were approximately $39,000,000 and $38,000,000, respectively.

Ernst & Young LLP notified the Trusts’ Audit Committee of all non-audit services that were rendered by Ernst & Young LLP to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides services to the Trusts, which services were not required to be pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X. The Trusts’ Audit Committee considered whether such services were compatible with maintaining Ernst & Young LLP’s independence.

Trustees’ Compensation.

Independent Trustees are compensated on a calendar year basis. Any Trustee who is deemed to be an “interested person” (as defined in the 1940 Act) of the Funds does not receive compensation from the Funds for his or her service as a Trustee. As of January 1, 2024, except as noted below, each Independent Trustee will receive for his or her services to the Elfun Funds, State Street Master Funds, State Street Institutional Investment Trust, SSGA Funds, State Street Navigator Securities Lending Trust, State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. (together, the “Fund Entities”) an annual retainer of $390,000, which includes compensation for all regularly scheduled Board and committee meetings. The Chairperson receives an additional $100,000 annual retainer. The Independent Trustees receive a fee of $25,000 for each additional special in-person Board meeting and $5,000 for each additional special telephonic Board meeting. As of January 1, 2023, the total annual compensation paid to the Independent Trustees (other than telephonic and special meeting fees) is allocated to each Fund Entity as follows: a fixed amount of $21,000 is allocated to each Fund Entity or, if applicable, each series thereof; and the remainder will be allocated among the Fund Entities or, if applicable, each series thereof based on relative net assets excluding, however, any feeder fund that invests in a master fund that is a Fund Entity or series thereof. The Independent Trustees are reimbursed for travel and other out-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. 

The compensation that Independent Trustees received from the Trusts as of December 31, 2023 is set forth in Appendix D.

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Information regarding the Officers.

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

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What does the Board recommend?

Each Board has determined that election of the six (6) Nominees as Trustees is in the interests of each 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 six (6) Nominees for each of the Trusts. Each Board is recommending that the shareholders vote “FOR” each of the Nominees.

EACH BOARD RECOMMENDS

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

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GENERAL INFORMATION ABOUT THE PROXY STATEMENT

Who is asking for my vote?

Each Trust’s Board is soliciting your vote for a Special Meeting of shareholders of that Trust.

How is my proxy being solicited?

Each Trust has retained Broadridge Investor Communication Solutions, Inc. (the “Proxy Solicitor”) to assist in the solicitation of proxies, at an estimated cost of $891,000 which will be paid by the Adviser. As the date of the Special Meeting approaches, certain shareholders may receive a telephone call from a representative of the Proxy Solicitor if their votes have not yet been received. Authorization to permit the Proxy Solicitor to execute proxies may be obtained by telephonic instructions from shareholders of the Trusts. Proxies that are obtained telephonically will be recorded in accordance with certain procedures, as explained further below. Each Board believes that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined and recorded.

In situations where a telephonic proxy is solicited, the Proxy Solicitor’s representative is required to ask for each shareholder’s full name, address, social security or employer identification number, title (if the shareholder is authorized to act on behalf of an entity, such as a corporation), the number of shares owned, and to confirm that the shareholder has received the proxy materials in the mail. The Proxy Solicitor’s representative will explain the process, read the Proposal on the Proxy Ballot, and ask for the shareholder’s instructions on the Proposal. Although the Proxy Solicitor’s representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than reading any recommendation set forth in the Proxy Statement. The Proxy Solicitor’s representative will record the shareholder’s instructions on the Proxy Ballot. Within approximately 72 hours of soliciting telephonic voting instructions, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call the Proxy Solicitor immediately if his or her instructions are not correctly reflected in the confirmation.

In addition to solicitation by mail, certain officers and representatives of the Trusts, officers and employees of the Adviser or its affiliates and certain financial services firms and their representatives, who will receive no extra compensation for their services, may solicit votes by telephone, telegram, facsimile, or other communication.

What happens to my proxy once I submit it?

Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, Elfun Tax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, State Street Navigator Securities Lending Trust, State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc.: Each Board has named Bruce Rosenberg, Treasurer and Principal Financial Officer of the Trusts, and Ann M. Carpenter, President of the Trusts or one or more substitutes designated by the President, as proxies who are authorized to vote fund shares as directed by shareholders.

If you followed the instructions when you voted, your proxies will vote your shares as you have directed. If you submitted a Proxy Ballot but did not vote on the Proposal, your proxies will vote on the Proposal as recommended by the Board, except as described under “What are the voting rights and the quorum requirements?”

Can I revoke my proxy after I submit it?

A shareholder may revoke the accompanying proxy at any time prior to its use by filing with the Trust a written revocation or a duly executed proxy bearing a later date. In addition, any shareholder who attends the Special

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Meeting in person may vote by ballot at the Special Meeting, thereby canceling any proxy previously given. The persons named in the accompanying proxy will vote as directed by the shareholder under the proxy. In the absence of voting directions under any proxy that is signed and returned, they intend to vote “FOR” the Proposal and may vote in their discretion with respect to other matters not now known to the Board that may be presented at the Special Meeting.

What are the voting rights and quorum requirements?

Each shareholder of a Trust is entitled to one vote for each share held as to any matter on which such shareholder is entitled to vote and for each fractional share that is owned, the shareholder shall be entitled to a proportionate fractional vote. Thirty percent (30%) of the shares entitled to vote shall constitute a quorum for all Trusts except for State Street Variable Insurance Series, Inc., where one-third (1/3) of the shares entitled to vote shall constitute a quorum, and Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, Elfun Tax-Exempt Income Fund, and Elfun Trusts, where fifty percent (50%) of the shares entitled to vote shall constitute a quorum. Shares have no preemptive or subscription rights.

Only shareholders of the funds at the close of business on October 7, 2024 (the “Record Date”) will be entitled to be present and give voting instructions for the funds at the Special Meeting with respect to their shares owned as of that Record Date. To be counted, the properly executed Voting Instruction Form must be received no later than 11:59 p.m. on December 5, 2024. Appendix E sets forth the number of shares of each class of each Fund issued and outstanding as of the Record Date.

The chairperson of the Special Meeting may adjourn or postpone the Special Meeting. The question of adjournments or postponements may also be (but is not required to be) submitted to vote of the shareholders of record, and in that case, any adjournment or postponement with respect to one or more matters must be approved by the vote of a majority of the votes cast in person or by proxy at the Special Meeting with respect to the matter or matters adjourned or postponed, whether or not a quorum is present with respect to such matter or matters, and if approved, such adjournment or postponement shall take place without the necessity of further notice. Any shares present and entitled to vote at the Special Meeting may, at the discretion of the proxies named therein, be voted in favor of such an adjournment or postponement.

If a shareholder abstains from voting as to any matter, or if a broker returns a “non-vote” proxy, indicating a lack of authority to vote on a matter, then the shares represented by such abstention or non-vote will be treated as shares that are present at the Special Meeting for purposes of determining the existence of a quorum. However, abstentions and broker non-votes will be disregarded in determining the “votes cast” on an issue. Since each Proposal requires the affirmative vote of a plurality of the shares cast at the Special Meeting, an abstention or broker non-vote will have no effect on such matter.

Voting by Insurance Companies

The following information is relevant to shareholders or variable contract owners of State Street Variable Insurance Series Funds, Inc.

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

Each Insurance Company will vote the shares of the Funds held by its Separate Accounts at the Special Meeting in accordance with timely instructions received from persons entitled to give voting instructions under the

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variable contracts. All properly executed Notice/Proxy Cards received by the issuing Insurance Company by the close of business on December 5, 2024 will be counted for purposes of voting at the Special Meeting.

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

Each Insurance Company will vote shares attributable to variable contracts as to which no voting instructions are received in proportion (for or withhold) to those for which instructions are received. If an executed Notice/Proxy Card is received but does not specify a choice as to the Proposal, each Insurance Company will consider its timely receipt as an instruction to vote in favor of the Proposal. In certain circumstances, an Insurance Company has the right to disregard voting instructions from certain variable contract owners, although the Adviser is not aware that any Insurance Company believes that these circumstances exist with respect to the matters to be voted on at the Special Meeting.

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

What are the voting procedures for master-feeder Funds?

Certain series of State Street Institutional Investment Trust (each such series, a “Feeder Fund”) pursue their investment objectives by investing substantially all of their investable assets in a corresponding master fund that may be a series of State Street Institutional Investment Trust or State Street Master Trust (each such series, a “Master Fund”). Shareholders of the Master Funds’ Feeder Funds will vote on the proposals with respect to their respective Trusts. As a shareholder of a Master Fund, each of the Feeder Funds is “passing-through” to its shareholders the vote on the proposals for the applicable Trust.

Shareholders of each Feeder Fund are being asked to provide voting instructions to the applicable Feeder Fund as to how to vote regarding the proposals for each Master Fund. Each of the Feeder Funds will cast its votes for the corresponding Master Fund in the same proportion as the votes cast by its shareholders on such proposals. If you are a shareholder of a Feeder Fund, your vote for a proposal will apply (i) directly to the proposal for the applicable Feeder Fund in which you own shares, and (ii) indirectly to the proposal for the corresponding Master Fund.

Each of the Feeder Funds will vote shares of the corresponding Master Fund for which it receives no voting instructions in the same proportion as the shares for which it does receive voting instructions. Because each of the Feeder Fund’s votes are proportionate to its percentage interest in the Trust of which the applicable Master Fund is a series, the majority of such Trust’s shareholders could approve an action against which a majority of the outstanding voting securities of any Feeder Fund votes.

Can shareholders submit proposals for consideration in a proxy statement?

The Trusts are not required to hold annual meetings and currently do not intend to hold such meetings.

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A shareholder proposal to be considered for inclusion in a proxy statement at any subsequent meeting of shareholders must be submitted in a reasonable time before a proxy statement for that meeting is printed and mailed. Whether a proposal is submitted in a proxy statement will be determined in accordance with applicable federal and state laws.

What if a proposal that is not in this Proxy Statement comes up at the Special Meeting?

If any other matter is properly presented, your proxies will vote in their discretion in accordance with their best judgment, including any proposal to adjourn or postpone the meeting. At the time this Proxy Statement was printed, the Boards knew of no matter that needed to be acted upon at the Special Meeting other than the Proposals discussed in this Proxy Statement.

What is “Householding?”

Only one copy of this Proxy Statement may be mailed to each household, even if more than one person in the household is a shareholder of record of any of the funds, unless a Trust has received contrary instructions from one or more of the household’s shareholders. If a shareholder needs an additional copy of this Proxy Statement, please contact Broadridge Investor Communication Solutions, Inc. at 800-579-1639. If in the future, any shareholder does not wish to combine or wishes to combine or recombine the mailing of a proxy statement with household members, please inform the applicable Trust in writing at One Iron Street, Boston, Massachusetts 02210 or via telephone the following telephone numbers: (i) 1-800-242-0134 with respect to Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, Elfun Tax-Exempt Income Fund, Elfun Trusts, State Street Institutional Funds, State Street Variable Insurance Series Funds, Inc., and the State Street Income Fund and State Street U.S. Core Equity Fund (each, a series of the State Street Institutional Investment Trust); (ii) 1-800-647-7327 with respect to SSGA Funds and all series of the State Street Institutional Investment Trust other than State Street Income Fund and State Street U.S. Core Equity Fund; and (iii) 1-877-521-4083 with respect to the State Street Navigator Securities Lending Trust.

Who pays for this proxy solicitation?

All of the Funds, except State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc., will pay the expenses in connection with the proxy solicitation, Proxy Statement and Special Meeting. The Funds will also pay expenses, including the printing, mailing, solicitation and vote tabulation expenses, legal fees, and out-of-pocket expenses.

State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. will not pay the expenses in connection with the proxy solicitation, Proxy Statement and Special Meeting. The Adviser (or an affiliate) will pay such expenses, including the printing, mailing, solicitation and vote tabulation expenses, legal fees, and out-of-pocket expenses.

Organizational history of the Trusts.

Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, Elfun Tax-Exempt Income Fund, and Elfun Trusts: Each of the Trusts is a separate, diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Elfun Trusts was organized as a common law trust in the State of New York on May 27, 1935. The Elfun International Equity Fund, the Elfun Income Fund, the Elfun Tax-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.

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SSGA Funds: The Trust is a separate open-end management investment company registered under the 1940 Act. SSGA Funds is a single legal entity that was organized as a Massachusetts business trust on October 13, 1987. The Trust offers shares of beneficial interest in its constituent funds, as described in the applicable prospectus. 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.

State Street Institutional Investment Trust: The Trust is a separate open-end management investment company registered under the 1940 Act. State Street Institutional Investment Trust is a single legal entity that was organized as a Massachusetts business trust on February 16, 2000. The Trust offers shares of beneficial interest in its constituent funds, as described in the applicable prospectus. 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.

State Street Master Funds: The Trust is a separate open-end management investment company registered under the 1940 Act. State Street Master Funds is a single legal entity that was organized as a Massachusetts business trust on July 27, 1999. The Trust offers shares of beneficial interest in its constituent funds, as described in the applicable prospectus. 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.

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

State Street Institutional Funds: State Street Institutional Funds is a separate open-end management investment company registered under the 1940 Act. State Street Institutional Funds was organized as an unincorporated business trust under the laws of Delaware pursuant to a Certificate of Trust dated May 23, 1997, as amended from time to time. The Trust offers shares of beneficial interest in its constituent funds, as described in the applicable prospectus. 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.

State Street Variable Insurance Series Funds, Inc.: State Street Variable Insurance Series Funds, Inc. is a separate open-end management investment company registered under the 1940 Act. State Street Variable Insurance Series Funds, Inc. was incorporated under the laws of the Commonwealth of Virginia on May 14, 1984. The Company offers shares of beneficial interest in its constituent funds, as described in the applicable prospectus. Shareholders of the Company’s constituent funds voting together as a single class are entitled to vote on the election of Trustees of the Company.

Your vote is important regardless of the number of shares you own. To assure the presence of a quorum at the Special Meeting, and to avoid the added cost of follow-up solicitations and possible adjournments or postponements, please take a few minutes to read the Proxy Statement and cast your vote via the Internet or telephone by following the instructions on your Notice/Proxy Card It is important that your proxy ballot be received no later than December 5, 2024.

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Ann M. Carpenter

President, Elfun Diversified Fund, Elfun Government Money Market Fund, Elfun Income Fund, Elfun International Equity Fund, Elfun Tax-Exempt Income Fund, Elfun Trusts, SSGA Funds, State Street Institutional Investment Trust, State Street Master Funds, State Street Navigator Securities Lending Trust, State Street Institutional Funds, and State Street Variable Insurance Series Funds, Inc.

October 16, 2024

One Iron Street

Boston, Massachusetts 02210

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APPENDIX A

AMENDED AND RESTATED AUDIT COMMITTEE CHARTER

STATE STREET MASTER FUNDS

STATE STREET INSTITUTIONAL INVESTMENT TRUST

SSGA FUNDS

STATE STREET NAVIGATOR SECURITIES LENDING TRUST

STATE STREET INSTITUTIONAL FUNDS

STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.

ELFUN GOVERNMENT MONEY MARKET FUND

ELFUN TAX-EXEMPT INCOME FUND

ELFUN INCOME FUND

ELFUN DIVERSIFIED FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUN TRUSTS

(each a “Fund Entity” and collectively, the “Fund Entities” and each portfolio or series of a Fund Entity, a “Fund” and collectively, the “Funds”)

AMENDED AND RESTATED

AUDIT COMMITTEE CHARTER

The Audit Committee (the “Committee”) of the Board of Trustees/Directors (the “Board”) of each Fund Entity was established by vote of the Board. The Committee shall be governed in accordance with this Committee Charter (the “Charter”). Unless otherwise stated herein or required by the context, each singular reference herein to the Fund Entity, Board, Fund and Committee shall be construed as a reference to each Fund Entity, Board, Fund or Committee of a Board.

Nothing in this Charter shall be construed to reduce the responsibilities or liabilities of the Adviser or the Fund Entities’ independent auditors. The function of the Committee shall be oversight; it shall be the responsibility of the Adviser to maintain appropriate systems for accounting and internal control; the independent auditors’ responsibility to plan and carry out a proper audit and report thereon to the Board and shareholders, as required by law; and the Adviser’s and the independent auditors’ responsibility to determine that each Fund’s financial statements are accurate and complete and in accordance with generally accepted accounting principles. Members of the Committee are not employees of the Fund Entities or the Funds and, in serving on the Committee, are not, and do not hold themselves out to be, acting as auditors. As such, it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures. Each member of the Committee shall be entitled to rely on (i) the integrity of those persons and

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organizations within the Adviser and its affiliates and outside the Fund Entities from which the Committee receives information and (ii) the accuracy of financial and other information provided to the Committee by such persons or organizations absent actual knowledge to the contrary.

The Committee will meet, in person or by telephone/videoconference (or a combination thereof), with or without notice, as often as necessary to perform its duties. The Committee may meet in executive session or may meet with any persons whom the Committee determines may be appropriate. The Committee will keep minutes of its meetings, which will be available to the Board for its review.

The members of the Committee shall be the members of the Board who are not “interested persons” of a Fund Entity as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. Unless designated by the Board, the Committee may appoint a Chairperson or Vice Chairperson from its members, who shall preside over each meeting of the Committee.

The following listed committee responsibilities and duties describe areas of attention by the Committee in broad terms. To carry out its purposes, the Committee shall have the following duties and powers:

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The Chairperson, or Vice Chairperson, of the Committee is authorized to pre-approve any engagement involving the Fund Entity’s independent auditors to the same extent as the Committee. Any pre-approval decision by the Chairperson, or Vice Chairperson, under the foregoing authority shall be presented to the Committee at its next scheduled meeting.

In performing its duties hereunder, the Committee may meet with and/or request information and advice from any person deemed appropriate by the Committee, including without limitation the Adviser, sub-adviser, administrator, distributor, independent auditors, officers of the Fund Entities, other vendors, and outside counsel, and counsel for the independent trustees/directors of the Fund Entity.

The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain and compensate special counsel and other experts, consultants, or advisers as the Committee deems necessary and the authority to obtain specialized training for Committee members (at the expense of the Fund Entities or relevant Fund), as appropriate. The Fund Entities and each Fund shall provide for appropriate funding, as determined by the Committee, for the payment of expenses of the Committee that the Committee considers to be necessary or appropriate in fulfilling its purposes or carrying out its responsibilities under this Charter, including without limitation compensation of independent legal counsel or other advisers retained by the Committee.

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A majority of the Committee’s members will constitute a quorum. At any meeting of the Committee at which a quorum is present, the decision of a majority of the members present and voting will determine any matter submitted to a vote. The Committee may also act by written consent of a majority of the Committee members.

The matters to be considered by the Committee, at any meeting or in general, shall be in the sole discretion of the Committee. Membership of the Committee shall not be deemed to impose on any Trustee/Director an obligation or duty, or to imply any experience, expertise, or knowledge, different from or greater than that of any other Trustee/Director.

It is the responsibility of the Adviser, each subadviser, and the Funds’ other service providers to ensure that their activities in respect of the Funds comply with applicable law and regulation and with the policies and procedures of the Funds. Nothing in this Charter shall be construed to limit or reduce the responsibilities or liabilities of any adviser, subadviser, the Funds’ distributor, or any other service provider of the Funds.

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APPENDIX B

NOMINATING SUB-COMMITTEE CHARTER

STATE STREET MASTER FUNDS

STATE STREET INSTITUTIONAL INVESTMENT TRUST

SSGA FUNDS

STATE STREET NAVIGATOR SECURITIES LENDING TRUST

STATE STREET INSTITUTIONAL FUNDS

STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.

ELFUN GOVERNMENT MONEY MARKET FUND

ELFUN TAX-EXEMPT INCOME FUND

ELFUN INCOME FUND

ELFUN DIVERSIFIED FUND

ELFUN INTERNATIONAL EQUITY FUND

ELFUN TRUSTS

(each a “Fund Entity” and, collectively, the “Fund Entities” and each portfolio or series of a Fund Entity, a “Fund” and collectively, the “Funds”)

NOMINATING COMMITTEE CHARTER

The Nominating Committee (the “Committee”) of the Board of Trustees/Directors (the “Board”) of each Fund Entity was established by vote of the Board. The Committee shall be governed in accordance with this Committee Charter (the “Charter”). Unless otherwise stated herein or required by the context, each singular reference herein to the Fund Entity, Board, Fund and Committee shall be construed as a reference to each Fund Entity, Board, Fund or Committee thereof, as applicable.

The purposes of the Committee are:

The Committee will meet, in person or by telephone/videoconference (or a combination thereof), with or without notice, as often as necessary to perform its duties. The Committee may meet in executive session or may meet with any persons whom the Committee determines may be appropriate. The Committee will keep minutes of its meetings, which will be available to the Board for its review.

The members of the Committee shall be the members of the Board who are not “interested persons” of a Fund Entity as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. Unless designated by the Board, the Committee may appoint a Chairperson or Vice Chairperson from its members, who shall preside over each meeting of the Committee.

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The Committee, in discharging its responsibilities under this Charter, may, in addition to other actions it deems appropriate, consider taking one or more of the actions described below:

In performing its duties hereunder, the Committee may meet with and/or request information and advice from any person deemed appropriate by the Committee, including without limitation the Funds’ the Adviser, sub-adviser, administrator, distributor, independent auditors, officers of the Fund Entities, other vendors, and outside counsel, and counsel for the independent trustees/directors of the Fund Entity.

The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain and compensate special counsel and other experts, consultants, or advisers as the Committee deems necessary and the authority to obtain specialized training for Committee members (at the expense of the Fund Entities or relevant Fund), as appropriate. The Fund Entities and each Fund shall provide for appropriate funding, as determined by the Committee, for the payment of expenses of the Committee that the Committee considers to be necessary or appropriate in fulfilling its purposes or carrying out its responsibilities under this Charter, including without limitation compensation of independent legal counsel or other advisers retained by the Committee.

A majority of the Committee’s members will constitute a quorum. At any meeting of the Committee at which a quorum is present, the decision of a majority of the members present and voting will determine any matter submitted to a vote. The Committee may also act by written consent of a majority of the Committee members.

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The matters to be considered by the Committee, at any meeting or in general, shall be in the sole discretion of the Committee. Membership of the Committee shall not be deemed to impose on any Trustee/Director an obligation or duty, or to imply any experience, expertise, or knowledge, different from or greater than that of any other Trustee/Director.

It is the responsibility of the Adviser, each sub-adviser, and the funds’ other service providers to ensure that their activities in respect of the funds comply with applicable law and regulation and with the policies and procedures of the funds. Nothing in this Charter shall be construed to limit or reduce the responsibilities or liabilities of any adviser, sub- adviser, the funds’ distributor, or any other service provider of the funds.

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Appendix A

Procedures for Shareholders to Submit Nominee Candidates

A shareholder of the Fund Entity, or of any series thereof, if applicable, must follow the following procedures in order to submit properly a nominee recommendation for the Committee’s consideration.

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APPENDIX C

BENEFICIAL OWNERS OF MORE THAN 5% OF ANY CLASS OF ANY FUND

As of September 30, 2024, the following shareholders owned of record 5% or more of the issued and outstanding shares of each constituent fund of the Trusts, as described. Such shares may be held pursuant to a shareholder servicing arrangement in omnibus accounts for underlying shareholders:

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