UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05904

Elfun Government Money Market Fund

(Exact name of registrant as specified in charter)

1600 Summer Street

Stamford, Connecticut 06905

(Address of principal executive offices)(Zip code)

GE Asset Management, Inc.

1600 Summer Street

Stamford, Connecticut 06905

(Name and Address of Agent for Service)

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

Date of fiscal year end: 12/31

Date of reporting period: 12/31/14

Item 1. Reports to Stockholders

Elfun Funds

Annual Report

December 31, 2014

Notes to Performance	1
Manager Reviews and Schedules of Investments
Elfun International Equity Fund	2
Elfun Trusts	9
Elfun Diversified Fund	15
Elfun Tax-Exempt Income Fund	39
Elfun Income Fund	51
Elfun Government Money Market Fund	69
Notes to Schedules of Investments	74
Financial Statements
Financial Highlights	76
Statements of Assets and Liabilities	82
Statements of Operations	84
Statements of Changes in Net Assets	86
Notes to Financial Statements	90
Report of Independent Registered Public Accounting Firm	103
Tax Information	104
Advisory Agreement Renewal	105
Special Meeting of Unitholders — Voting Results	108
Additional Information	120
Investment Team	124
Shareholder Services	127

This report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current summary prospectus or prospectus.

Information on the following performance pages relates to the Elfun Funds.

Total returns take into account changes in share price and assume reinvestment of all dividends and capital gains distributions, if any. Total returns shown are net of Fund expenses.

The performance data quoted represents past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Periods less than one year are not annualized. Please call toll-free 800-242-0134 or visit the Funds’ website at http://www.geam.com for the most recent month-end performance data.

A portion of the Elfun Tax-Exempt Income Fund’s income may be subject to state, federal and/or alternative minimum tax. Capital gains, if any, are subject to capital gains tax.

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

The Standard & Poor’s (“S&P”) 500^® Composite Price Index of stocks (S&P 500 Index), Morgan Stanley Capital International Europe, Australasia, Far East Index (MSCI EAFE^® Index), MSCI^® ACWI ex-U.S. Index, Barclays U.S. Aggregate Bond Index, the Barclays U.S. Municipal Bond Index, and the 90 Day U.S. T-Bill are unmanaged indices and do not reflect the actual cost of investing in the instruments that comprise each index. The results shown for the foregoing indices assume the reinvestment of net dividends or interest and do not reflect the fees, expenses or taxes.

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

MSCI^® EAFE^® Index is a market capitalization-weighted index of equity securities of companies domiciled in various countries. The index is designed to represent the performance of developed stock markets outside the U.S. and Canada and excludes certain market segments unavailable to U.S. based investors.

MSCI ACWI Ex-U.S. Index is a market-capitalization weighted index designed to provide a broad measure of stock performance throughout the world, with the exception of U.S. based companies. The MSCI ACWI Ex-U.S. Index includes both developed and emerging markets.

Barclays U.S. Aggregate Bond Index is a market value-weighted index of taxable investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. This index is designed to represent the performance of the U.S. investment-grade first-rate bond market.

Barclays U.S. Municipal Bond Index is an unmanaged index comprised of investment-grade, fixed rate securities with maturities of at least eight years and less than twelve years.

The 90 Day U.S. T-Bill is an unmanaged measure/index of the performance of the most recently auctioned 90 Day U.S. Treasury bills (i.e. having a total maturity of 90 days) currently available in the marketplace.

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

^©2015 Morningstar, Inc. All Rights Reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damage or losses relating from any use of this information. Past performance is no guarantee of future results.

The views, expressed in this document reflect our judgment as of the publication date and are subject to change at any time without notice.

GE Investment Distributors, Inc., member of FINRA, is the principal underwriter and distributor of the Elfun Funds and a wholly owned subsidiary of GE Asset Management Incorporated, the investment adviser of the Funds.

1

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Ralph R. Layman

Executive Vice President and

Chief Investment Officer Emeritus

Michael J. Solecki

Senior Vice President and Chief Investment Officer International Equities

The Elfun International Equity Fund is managed by a team of portfolio managers that includes Ralph R. Layman and Michael J. Solecki. As lead portfolio manager for the Fund, Mr. Layman oversees the entire team and assigns a portion of the Fund to Mr. Solecki and himself. Each portfolio manager is limited to the management of his portion of the Fund, the size of which Mr. Layman determines on an annual basis. The portfolio managers do not operate independently of each other, rather, the team operates collaboratively, communicating purchases or sales of securities on behalf of the Fund. See portfolio managers’ biographical information beginning on page 124.

Q. How did the Elfun International Equity Fund perform compared to its benchmark and Morningstar peer group for the twelve-month period ended December 31, 2014?

A. For the twelve-month period ended December 31, 2014, the Elfun International Equity Fund returned -7.62%. The MSCI EAFE Index, the Fund’s benchmark, returned -4.90% and the Fund’s Morningstar peer group of 749 Foreign Large Blend Funds returned an average of -5.16% over the same period.

Q. What factors affected the Fund’s performance?

A. 2014 was a tale of two halves in the market and in the Fund. The first half was marked by a flat to down U.S. Dollar, value stocks outperforming growth, small cap stocks outperforming large cap, and a surprisingly weak U.S. GDP result in the first quarter. Overall, the international

equity market (MSCI EAFE) was up nearly 5% in the first half of the year.

These trends began to shift in June, starting with the introduction of a negative deposit rate in Europe by the European Central Bank. This was followed by renewed rhetoric from the administration of Japanese Prime Minister Shinzo Abe and the Bank of Japan on their commitment to “Abenomics”, their two year old effort to revive the Japanese economy. U.S. economic growth also rebounded strongly. The result in the second half of the year was a falling Yen and Euro versus the U.S. Dollar. Japanese and European exporters began to outperform. Growth overtook value. Large cap outperformed small. The market was up 2.7% in the second half of the year excluding the impact of currency, but with the falling value of foreign currencies against the U.S. Dollar, the market was down -9.2% in U.S. Dollar terms. The second half shift was also registered in the Fund, which after underperforming the market significantly in the first half of the year, outperformed in the second.

Q. What were the primary drivers of Fund performance?

A. In the first half of the year, peripheral smaller cap names in Europe outperformed on Euro weakness, and Japanese stocks fell on dissipating enthusiasm with the pace of reform in Japan. The Fund, which was overweight

2

(Unaudited)

in Japan and large high-quality European exporters, suffered as a result. This turned around abruptly in the second half of the year as the Euro and Yen began to weaken against the U.S. Dollar, a benefit to many of the Fund’s holdings. The Fund outperformed significantly in the second half, but overall it was not enough to overcome the deficit of the first half and the Fund closed the year down against the MSCI EAFE index.

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

A. The Fund’s overweights in Japan and the Emerging Markets were modestly increased and holdings in the U.K. reduced. The Fund saw its weight in consumer staples continue to fall due to high valuations and the weight in industrials and IT increase, notably in the area associated with autonomous driving. In energy, exposure was switched out of oil service and into integrated and gas plays. High quality but under-performing holdings in Japan were increased including real estate, exporters and component manufacturers.

3

(Unaudited)

Understanding Your Fund’s Expenses

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

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors in units of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended December 31, 2014.

Actual Expenses

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

period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs, such as sales charges or redemption fees, if any. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

July 1, 2014 – December 31, 2014

	Account value at the beginning of the period ($)		Account value at the end of the period ($)		Expenses paid during the period ($)*
Actual Fund Return		1,000.00		927.20		1.85
Hypothetical 5% Return (2.5% for the period)		1,000.00		1,023.29		1.94

* Expenses are equal to the Fund’s annualized net expense ratio of 0.38%** (for the period July 1, 2014 – December 31, 2014), multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

** May differ from expense ratio disclosed in the financial highlights, which is calculated based on the entire fiscal year’s data.

4

(Unaudited)

Investment Profile

A mutual fund designed for investors who seek long-term growth of capital and future income by investing principally in foreign securities consistent with prudent investment management and the preservation of capital. The Fund seeks to achieve its investment objectives by investing at least 80% of its net assets under normal circumstances in equity securities, such as common and preferred stocks and invests primarily (meaning at least 65%) in companies in both developed and emerging market countries outside the United States.

Top Ten Largest Holdings

as of December 31, 2014 (as a % of Investments)^(b)(c)

Roche Holding AG	2.51%
Toyota Motor Corp.	2.43%
Nidec Corp.	2.40%
AIA Group Ltd.	2.34%
Mitsui Fudosan Company Ltd.	2.23%
Sanofi	2.11%
Barclays PLC	2.09%
Tokio Marine Holdings Inc.	2.07%
Telefonaktiebolaget LM Ericsson, Class B	2.02%
Total S.A.	1.97%

Sector Allocation

as a % of Investments of $254,256 (in thousands) on December 31, 2014^(b)(c)

Morningstar Performance Comparison

Based on average annual returns for periods ended December 31, 2014

	One Year			Five Year			Ten Year
Number of funds in peer group		749			585			316
Peer group average annual total return		-5.16	%		4.91	%		4.16	%
Morningstar Category in peer group: U.S. Foreign Large Blend

Change in Value of a $10,000 Investment^(a)

Average Annual Total Return

for the periods ended December 31, 2014

(Inception date: 01/01/88)
	One Year		Five Year		Ten Year		Ending Value of a $10,000 Investment (a)
Elfun International Equity Fund		-7.62%		3.87%		4.88%		$16,097
MSCI EAFE Index		-4.90%		5.34%		4.43%		$15,429

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

(b) Fair Value basis is inclusive of short-term investment in State Street Institutional U.S. Government Money Market Fund Premier Class.

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

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

Past performance does not predict future performance. The performance shown in the graphs and tables does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

5

Elfun International Equity Fund December 31, 2014

	Number of Shares		Fair Value
Common Stock — 96.2%†
Australia — 2.0%
CSL Ltd.		31,396	$	2,210,702
Insurance Australia Group Ltd.		584,873		2,976,793
				5,187,495
Belgium — 1.8%
Anheuser-Busch InBev N.V.		41,326		4,650,883
Canada — 2.7%
Brookfield Asset Management Inc., Class A		37,407		1,880,281
Cenovus Energy Inc.		97,813		2,024,241
Peyto Exploration & Development Corp.		38,792		1,120,974
Valeant Pharmaceuticals International Inc.		12,287		1,764,470	(a)
				6,789,966
China — 1.5%
Baidu Inc. ADR		16,822		3,834,911	(a)
France — 13.3%
Airbus Group N.V.		59,412		2,937,211
AXA S.A.		144,804		3,336,724
BNP Paribas S.A.		69,362		4,094,721
Credit Agricole S.A.		254,359		3,283,398
Safran S.A.		57,934		3,574,235
Sanofi		58,887		5,368,754
Schneider Electric SE		36,932		2,689,729
Technip S.A.		51,379		3,060,520
Total S.A.		97,576		4,999,013
Zodiac Aerospace		12,328		415,056
				33,759,361
Germany — 9.9%
Bayer AG		32,944		4,490,543
Continental AG		22,796		4,808,193
Fresenius SE & Company KGaA		71,497		3,717,418
HeidelbergCement AG		49,633		3,503,091
Linde AG		24,129		4,444,618
SAP SE		60,774		4,243,749
				25,207,612

	Number of Shares		Fair Value
Hong Kong — 2.6%
AIA Group Ltd.		1,082,262	$	5,948,274
Sands China Ltd.		143,907		701,460
				6,649,734
India — 2.6%
ICICI Bank Ltd.		666,535		3,700,300
Larsen & Toubro Ltd.		76,479		1,801,040
Power Grid Corporation of India Ltd.		484,780		1,055,242
				6,556,582
Italy — 2.1%
Intesa Sanpaolo S.p.A.		1,107,842		3,213,739
Luxottica Group S.p.A.		37,270		2,043,098
				5,256,837
Japan — 29.0%
Astellas Pharma Inc.		123,100		1,712,167
East Japan Railway Co.		35,300		2,658,039
FANUC Corp.		27,800		4,579,275
Fast Retailing Company Ltd.		5,766		2,096,207
Hitachi Ltd.		433,000		3,192,805
Keyence Corp.		5,300		2,359,387
Mazda Motor Corp.		149,100		3,577,287
Mitsubishi Estate Company Ltd.		198,459		4,177,691
Mitsubishi Heavy Industries Ltd.		705,000		3,886,871
Mitsubishi UFJ Financial Group Inc.		746,500		4,097,505
Mitsui Fudosan Company Ltd.		211,618		5,669,208
Murata Manufacturing Company Ltd.		45,097		4,916,305
Nidec Corp.		94,700		6,110,394
Rakuten Inc.		350,997		4,876,216	(a)
SoftBank Corp.		80,301		4,775,192
Sumitomo Mitsui Financial Group Inc.		98,300		3,550,402
Tokio Marine Holdings Inc.		161,900		5,253,093
Toyota Motor Corp.		99,382		6,187,282
				73,675,326
Mexico — 0.4%
Grupo Financiero Banorte SAB de C.V., Class O		191,988		1,061,813

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

6

Elfun International Equity Fund December 31, 2014

	Number of Shares		Fair Value
Netherlands — 3.2%
ASML Holding N.V.		39,777	$	4,297,805
ING Groep N.V.		304,415		3,932,938	(a,h)
				8,230,743
South Korea — 1.0%
Samsung Electronics Company Ltd.		2,159		2,595,645
Sweden — 4.0%
Assa Abloy AB, Class B		56,555		2,974,558
Hexagon AB, Class B		43,410		1,333,583
Svenska Cellulosa AB SCA, Class B		35,922		771,197
Telefonaktiebolaget LM Ericsson, Class B		426,568		5,143,356
				10,222,694
Switzerland — 5.9%
ABB Ltd.		106,398		2,252,429
Givaudan S.A.		1,098		1,970,745
Nestle S.A.		37,331		2,722,973
Roche Holding AG		23,501		6,370,937
The Swatch Group AG		3,896		1,731,781
				15,048,865
Taiwan — 1.5%
Taiwan Semiconductor Manufacturing Company Ltd.		858,900		3,783,859
United Kingdom — 12.7%
Barclays PLC		1,410,084		5,303,180
BHP Billiton PLC		148,917		3,192,820
Capita PLC		128,529		2,156,031
Experian PLC		107,164		1,807,211
GlaxoSmithKline PLC		135,440		2,906,885
HSBC Holdings PLC		252,118		2,383,447
International Consolidated Airlines Group S.A.		263,000		1,980,706	(a)
Johnson Matthey PLC		40,909		2,153,151
Prudential PLC		150,099		3,471,655
Shire PLC		19,835		1,406,888
Vodafone Group PLC		768,970		2,637,608
WPP PLC		135,764		2,823,935
				32,223,517
Total Common Stock (Cost $226,495,980)				244,735,843

	Number of Shares		Fair Value
Preferred Stock — 1.7%
Germany — 1.7%
Volkswagen AG (Cost $3,966,296)		19,315	$	4,292,862
Total Investments in Securities (Cost $230,462,276)				249,028,705
Short-Term Investments — 2.1%
State Street Institutional U.S. Government Money Market Fund — Premier Class 0.00%
(Cost $5,227,089)				5,227,089	(d,h,o)
Total Investments (Cost $235,689,365)				254,255,794
Other Assets and Liabilities, net — 0.0%*				54,119
NET ASSETS — 100.0%			$	254,309,913

Other Information:

The Fund had the following long futures contracts open at December 31, 2014:

Description	Expiration date	Number of Contracts		Current Notional Value		Unrealized Appreciation (Depreciation)
EURO Stoxx 50 Index Futures	March 2015		19	$	720,307	$	(2,646	)
FTSE 100 Index Futures	March 2015		2		203,404		2,302
Topix Index Futures	March 2015		4		469,577		(4,432	)
						$	(4,776)

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

7

Elfun International Equity Fund December 31, 2014

The Fund was invested in the following sectors at December 31, 2014 (unaudited):

Sector	Percentage (based on Fair Value)
Diversified Banks		12.07%
Pharmaceuticals		9.45%
Automobile Manufacturers		5.53%
Diversified Real Estate Activities		4.61%
Life & Health Insurance		3.70%
Electrical Components & Equipment		3.46%
Industrial Machinery		3.33%
Property & Casualty Insurance		3.24%
Wireless Telecommunication Services		2.92%
Integrated Oil & Gas		2.76%
Aerospace & Defense		2.72%
Electronic Equipment & Instruments		2.71%
Semiconductors		2.51%
Communications Equipment		2.02%
Electronic Components		1.93%
Internet Retail		1.92%
Auto Parts & Equipment		1.89%
Brewers		1.83%
Industrial Gases		1.75%
Semiconductor Equipment		1.69%
Application Software		1.67%
Specialty Chemicals		1.62%
Other Diversified Financial Services		1.55%
Internet Software & Services		1.51%
Apparel, Accessories & Luxury Goods		1.48%
Healthcare Services		1.46%
Construction Materials		1.38%
Multi-Line Insurance		1.31%
Diversified Metals & Mining		1.26%
Oil & Gas Equipment & Services		1.20%
Building Products		1.17%
Advertising		1.11%
Packaged Foods & Meats		1.07%
Railroads		1.05%
Heavy Electrical Equipment		0.89%
Biotechnology		0.87%
Human Resource & Employment Services		0.85%
Apparel Retail		0.82%
Airlines		0.78%

Sector	Percentage (based on Fair Value)
Research & Consulting Services		0.71%
Construction & Engineering		0.71%
Oil & Gas Exploration & Production		0.44%
Electric Utilities		0.41%
Household Products		0.30%
Casinos & Gaming		0.28%
		97.94%
Short-Term Investments	Percentage (based on Fair Value)
Short-Term Investments		2.06%
		2.06%
		100.00%

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

8

(Unaudited)

David B. Carlson

Chief Investment Officer — U.S. Equities

The Elfun Trusts is managed by David B. Carlson. See portfolio managers’ biographical information beginning on page 124.

Q. How did the Elfun Trusts Fund perform compared to its benchmark and Morningstar peer group for the twelve-month period ended December 31, 2014?

A. For the twelve-month period ended December 31, 2014, the Elfun Trusts Fund returned 13.13%. The S&P 500^® Index (S&P 500 Index), the Fund’s benchmark, returned 13.69% and the Fund’s Morningstar peer group of 1,712 U.S. Large Cap Growth Funds returned an average of 10.07% over the same period. Elfun Trusts finished in the top quartile of its Morningstar peer group.

Q. What market factors affected the Fund’s performance?

A. The stock market generally tracks growth in earnings and dividends with a lot of volatility along the way. Earnings are estimated to have been up 7-8% and dividends up 10-12% for the overall market in 2014. As Elfun Trusts remains fully invested in equities (cash is typically 1-4% of the Fund), the key to performance is our stock and industry selection. The big driver for Elfun Trusts last year was the Fund’s overweight in healthcare and its underweight in energy. However, while the Fund’s sector weights were positive, its stock selection was less effective resulting in an overall return modestly below the S&P 500 Index.

Q. What were the primary drivers of Fund performance?

A. There were two big surprises in macro events last year: the drop in oil prices and the drop in interest rates. In response to lower interest rates, utilities were the best performing sector with a return of 28%. We thought interest rates would rise last year and hence, the Fund did not own utility stocks. Utility stocks typically lag the market when interest rates are rising. We did not foresee the magnitude of the drop in oil prices, but we were underweighted the sector all year. Energy stocks were the worst performing sector with a decline of about 8%. The Fund’s energy holdings were down 3%. Healthcare was a significant positive contributor to Fund performance. The sector was up 25%, the Fund was overweighted, and the Fund’s healthcare holdings were up 30%. Leading the way was Covidien, up over 50% on a take-out offer by Medtronic. The Fund’s worst sector on a relative basis was consumer discretionary with the Fund’s holdings in media and retail lagging the market.

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

A. Changes were modest throughout the year. The Fund ended the year with 51 holdings, up from 49 at the start. Portfolio turnover remained low at 12%. The Fund’s sector overweights continue to be technology, consumer discretionary, and healthcare. The Fund is underweighted in

9

(Unaudited)

five sectors: industrials, consumer staples, utilities, telecomm and energy. The Fund is about equal weighted in the financial sector. The Fund is tilted toward growth, meaning its sector and stock emphasis is on above-average growth companies. Last year marked the fifth year of economic expansion and fifth year of a rising stock market. Corporate profits are at record highs, and profit margins are near peak levels. We believe growth will be modest from this point of the cycle and we think growth companies will be favored in the market.

As always, we focus on high quality companies with great financial characteristics and management teams we admire and trust.

10

(Unaudited)

Understanding Your Fund’s Expenses

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

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors in units of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended December 31, 2014.

Actual Expenses

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

period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs, such as sales charges or redemption fees, if any. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

July 1, 2014 – December 31, 2014

	Account value at the beginning of the period ($)		Account value at the end of the period ($)		Expenses paid during the period ($)*
Actual Fund Return		1,000.00		1,083.20		1.21
Hypothetical 5% Return (2.5% for the period)		1,000.00		1,024.05		1.17

* Expenses are equal to the Fund’s annualized net expense ratio of 0.23%** (for the period July 1, 2014 – December 31, 2014), multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

** May differ from expense ratio disclosed in the financial highlights, which is calculated based on the entire fiscal year’s data.

11

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Investment Profile

A mutual fund designed for investors who seek long-term growth of capital and future income rather than current income. The Fund seeks to achieve its investment objectives by investing in equity securities of U.S. companies, such as common and preferred stocks.

Top Ten Largest Holdings

as of December 31, 2014 (as a % of Investments)^(b)(c)

QUALCOMM Inc.	4.06%
Visa Inc., Class A	3.92%
CME Group Inc.	3.84%
State Street Corp.	3.81%
Schlumberger Ltd.	3.80%
Lowe’s Companies Inc.	3.73%
Liberty Global PLC, Class C	3.71%
Baidu Inc. ADR	3.69%
PepsiCo Inc.	3.67%
Monsanto Co.	3.48%

Sector Allocation

as a % of Investments of $2,472,858 (in thousands) on
December 31, 2014^(b)(c)

Morningstar Performance Comparison

Based on average annual returns for periods ended December 31, 2014

	One Year			Five Year			Ten Year
Number of funds in peer group		1,712			1,331			917
Peer group average annual total return		10.07	%		13.81	%		7.02	%
Morningstar Category in peer group: U.S. Large Growth

Change in Value of a $10,000 Investment^(a)

Average Annual Total Return

for the periods ended December 31, 2014

(Inception date: 5/27/35)
	One Year		Five Year		Ten Year		Ending Value of a $10,000 Investment (a)
Elfun Trusts		13.13%		16.23%		8.32%		$22,228
S&P 500 Index		13.69%		15.46%		7.68%		$20,945

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

(b) Fair Value basis is inclusive of short-term investment in State Street Institutional U.S. Government Money Market Fund Premier Class.

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

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

Past performance does not predict future performance. The performance shown in the graphs and tables does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

12

Elfun Trusts December 31, 2014

	Number of Shares		Fair Value
Common Stock — 97.2%†
Aerospace & Defense — 0.8%
Hexcel Corp.		100,000	$	4,149,000	(a)
Honeywell International Inc.		160,000		15,987,200
				20,136,200
Air Freight & Logistics — 1.4%
United Parcel Service Inc., Class B		320,000		35,574,400
Application Software — 2.1%
Intuit Inc.		550,000		50,704,500
Asset Management & Custody Banks — 3.8%
State Street Corp.		1,200,000		94,200,000	(e)
Biotechnology — 6.0%
Alexion Pharmaceuticals Inc.		85,000		15,727,550	(a)
Amgen Inc.		425,000		67,698,250
Gilead Sciences Inc.		680,000		64,096,800	(a)
				147,522,600
Broadcasting — 1.6%
Discovery Communications Inc., Class C		1,200,000		40,464,000	(a)
Cable & Satellite — 7.0%
Comcast Corp., Special Class A		1,250,000		71,956,250
Liberty Global PLC, Class C		1,900,000		91,789,000	(a)
Sirius XM Holdings Inc.		3,000,000		10,500,000	(a)
				174,245,250
Casinos & Gaming — 0.7%
Las Vegas Sands Corp.		300,000		17,448,000
Communications Equipment — 4.1%
QUALCOMM Inc.		1,350,000		100,345,500
Data Processing & Outsourced Services — 4.9%
Automatic Data Processing Inc.		200,000		16,674,000
Paychex Inc.		170,000		7,848,900

	Number of Shares		Fair Value
Visa Inc., Class A		370,000	$	97,014,000
				121,536,900
Diversified Banks — 2.9%
JPMorgan Chase & Co.		1,150,000		71,967,000
Environmental & Facilities Services — 0.2%
Stericycle Inc.		45,000		5,898,600	(a)
Fertilizers & Agricultural Chemicals — 3.5%
Monsanto Co.		720,000		86,018,400
Healthcare Equipment — 3.9%
Abbott Laboratories		600,000		27,012,000
Covidien PLC		670,000		68,527,600
				95,539,600
Healthcare Services — 2.6%
Express Scripts Holding Co.		760,000		64,349,200	(a)
Healthcare Supplies — 0.9%
The Cooper Companies Inc.		130,000		21,071,700
Home Improvement Retail — 3.7%
Lowe’s Companies Inc.		1,340,000		92,192,000
Industrial Gases — 0.4%
Praxair Inc.		80,000		10,364,800
Industrial Machinery — 1.0%
Dover Corp.		350,000		25,102,000
Integrated Oil & Gas — 1.5%
Chevron Corp.		330,000		37,019,400
Internet Retail — 1.9%
Amazon.com Inc.		155,000		48,104,250	(a)
Internet Software & Services — 9.2%
Baidu Inc. ADR		400,000		91,188,000	(a,h)
eBay Inc.		1,225,000		68,747,000	(a)
Facebook Inc., Class A		140,000		10,922,800	(a)
Google Inc., Class A		38,000		20,165,080	(a)
Google Inc., Class C		60,000		31,584,000	(a)

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

13

Elfun Trusts December 31, 2014

	Number of Shares		Fair Value
LinkedIn Corp.		20,000	$	4,594,200	(a)
				227,201,080
Investment Banking & Brokerage — 1.3%
The Charles Schwab Corp.		1,100,000		33,209,000
Movies & Entertainment — 1.1%
The Walt Disney Co.		300,000		28,257,000
Oil & Gas Equipment & Services — 3.8%
Schlumberger Ltd.		1,100,000		93,951,000
Oil & Gas Exploration & Production — 1.1%
Anadarko Petroleum Corp.		330,000		27,225,000
Pharmaceuticals — 5.6%
Actavis PLC		260,000		66,926,600	(a)
Johnson & Johnson		480,000		50,193,600
Merck & Company Inc.		220,000		12,493,800
Pfizer Inc.		300,000		9,345,000
				138,959,000
Reinsurance — 0.4%
Alleghany Corp.		20,000		9,270,000	(a)
Soft Drinks — 3.7%
PepsiCo Inc.		960,000		90,777,600
Specialized Finance — 5.3%
CME Group Inc.		1,070,000		94,855,500
McGraw Hill Financial Inc.		400,000		35,592,000
				130,447,500
Specialized REITs — 2.4%
American Tower Corp.		600,000		59,310,000
Specialty Stores — 1.8%
Dick’s Sporting Goods Inc.		900,000		44,685,000
Technology Hardware, Storage & Peripherals — 6.6%
Apple Inc.		770,000		84,992,600
EMC Corp.		2,650,000		78,811,000
				163,803,600
Total Common Stock (Cost $1,332,584,681)				2,406,900,080

	Number of Shares	Fair Value
Short-Term Investments — 2.6%
State Street Institutional U.S. Government Money Market Fund — Premier Class
0.00% (Cost $65,958,047)		$	65,958,047	(d,o)
Total Investments (Cost $1,398,542,728)			2,472,858,127
Other Assets and Liabilities, net — 0.2%			3,778,965
NET ASSETS — 100.0%		$	2,476,637,092

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

14

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David Wiederecht

President and

Chief Investment

Officer — Investment Solutions

Jeffrey Palma

Senior Vice President and Chief Market Strategist

The Elfun Diversified Fund is managed by Jeffrey Palma and David Wiederecht. Messrs. Palma and Wiederecht are vested with oversight authority for determining asset allocations for the Fund. Each of the U.S. equity, international equity and fixed income portions of the Fund are managed by separate teams of portfolio managers and analysts. The sub-portfolios underlying the Fund are managed independently of each other, and the portfolio managers have full discretion over their particular sub-portfolio; however, the portfolio management team is collaborative to ensure strict adherence to seek the Fund’s objective. See portfolio managers’ biographical information beginning on page 124.

Q. How did the Elfun Diversified Fund perform compared to its benchmark and Morningstar peer group for the twelve-month period ended December 31, 2014?

A. For the twelve-month period ended December 31, 2014, the Elfun Diversified Fund returned 4.95%. The Fund’s broad based benchmarks, the S&P 500^® Index (S&P 500 Index), the MSCI All Country World ex-U.S. Index, and the Barclays U.S. Aggregate Bond Index, returned 13.69%, -3.87%, and 5.97%, respectively. The Fund’s Morningstar peer group of 867 U.S. Moderate Allocation funds returned an average of 5.83% over the same period.

Q. What market factors affected the Fund’s performance?

A. Within equity markets, the U.S. produced the best gains for the year as a whole, while returns elsewhere were weaker and,

in many cases, negative. Bond markets produced solid gains across the board driven by the drop in interest rates. Of course, these moves came against broad expectations for yields to continue to rise in 2014 following the increase witnessed in 2013. A weak start to growth early in the year, a tepid outlook, plus still accommodative policy from central banks worked to keep rates low. Moreover, European Central Bank (ECB) President Draghi’s action to cut deposit rates to negative territory provided enormous support to peripheral country bond markets as did his rhetoric as markets have moved to anticipate full scale quantitative easing (QE) in Europe in early 2015.

This year was a challenging one for investors. Aside from the U.S., returns in global equity markets were generally weak. The sharp drop in interest rates around the world was unanticipated, particularly given the stability of U.S. equity markets and, while growth was weaker than forecast, it was hardly a collapse. The Bank of Japan and the ECB both became more aggressive in their policy actions to boost growth and inflation while also weakening their currencies relative to the U.S. dollar. Finally, the drop in oil prices has had large market and economic impacts that will be felt well into 2015.

For 2014, growth disappointed expectations around most of the world. While the U.S. looks to have produced stronger second half growth and labor

15

(Unaudited)

markets have clearly improved, overall GDP remained subdued. Elsewhere, in Europe, Japan, and emerging markets, particularly China growth remained more sluggish than hoped. Meanwhile inflation remains at bay and continues to decline in Europe. This fragility has kept monetary policy very accommodative in the U.S. for some time and the Fed acted only modestly to change that stance this year by ending its QE program. Outside of the U.S., the ECB and the Bank of Japan have clearly taken more aggressive action toward easier policy. In particular, the ECB cut deposit rates into negative territory twice in 2014. This policy shift has had major impacts on fixed income markets around the world with steep declines in rates and currencies versus the U.S. dollar.

Looking at 2014 in total, it was also a mixed year for stocks and was broadly consistent with the fourth quarter trends. The U.S. and Japan led the way higher with gains in local currency terms, while all other major markets declined. But all major non-U.S. markets fell in 2014 in common currency terms, given the steep decline in foreign exchange markets witnessed during the year.

There was a mix of factors driving returns this year. For the U.S., gains were driven by a combination of earnings growth and price-earnings (PE) multiple expansion. As we have noted in recent quarters, the steady rise of valuations makes additional gains through PEs more challenging and boosts the possibility of spikes in volatility. Support of valuations has been aided by reasonable growth as well as continued global monetary policy accommodation, as discussed above. Outside of the U.S., Europe continues to see more modest economic and earnings growth, while Japan fared better in 2014. Geopolitics also played a role with various events creating challenges for markets

throughout the year. Of course, the drop in oil prices late in the year had a major impact within the energy sector.

As was the case for virtually all of 2014, bond yields fell sharply throughout the final quarter of the year. The drop was most pronounced in Europe, where expectations for additional ECB policy action in the form of QE have risen. But the U.S. has seen sharp declines in yields as well – despite expectations for rising short-term rates in 2015. The decline in oil prices and the associated impact on inflation and inflation expectations clearly played a material role in driving central bank expectations in Europe and has added to uncertainty about the exact timing of Fed moves.

In corporate credit markets, spreads on bonds moved a bit wider throughout the second half of the year, somewhat offsetting the decline in Treasury yields. Weaker oil prices and the associated impact on the energy sector in corporate bonds was a clear contributor to this move. Further, there were periods of more challenging liquidity conditions in credit markets toward the end of the year, which added to pressure on spreads.

Q. What were the primary drivers of Fund performance?

A. The Fund’s performance was primarily driven by its asset allocation and underlying security selection. A higher allocation to U.S. equity and lower allocation to fixed income positively impacted the Fund’s performance as U.S. equity markets outperformed fixed income during the period. A higher allocation to cash and security selection within U.S. and international equity negatively impacted the Fund’s performance.

16

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

A. The Fund’s exposure to equity, fixed income, and cash remained fairly consistent throughout the period. Allocations within the Fund were periodically rebalanced to stay within guidelines.

Earlier this year, we reduced fixed income and increased cash. We also decreased growth equity and equity yield and increased international equity to rebalance the Fund and keep equity allocations close to their strategic targets. We continued to decrease fixed income and growth equity and increase cash. Also, value equity was reduced and fixed income was increased. Within U.S. equity, the allocations to growth, value, and equity yield were consolidated into a multistyle large-cap blend strategy. The final allocation change to the Fund for the year was to reduce multistyle equity and increase fixed income.

Our preference for equity over bonds has been driven by an expectation for bond yields to rise in the short to medium-term, equity valuations that are in line with long-term averages, and our view that the economic recovery will be sustained. Nevertheless, we believe short-term setbacks in the equity markets are likely to continue to occur. We, therefore, favor being disciplined in rebalancing the Fund, rather than simply letting the Fund’s allocation to equity increase significantly. Returns in both bond and equity markets may be more modest and range-bound going forward. We continue to believe it prudent to maintain a diversified portfolio and remain vigilant in the search for attractive investment opportunities. By tactically allocating between U.S. equity, international equity, and fixed income, we believe the Fund will continue to seek to produce attractive returns while maintaining a prudent level of risk.

17

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Understanding Your Fund’s Expenses

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

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors in units of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended December 31, 2014.

Actual Expenses

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

period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs, such as sales charges or redemption fees, if any. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

July 1, 2014 – December 31, 2014

	Account value at the beginning of the period ($)		Account value at the end of the period ($)		Expenses paid during the period ($)*
Actual Fund Return		1,000.00		1,007.40		2.13
Hypothetical 5% Return (2.5% for the period)		1,000.00		1,023.09		2.14

* Expenses are equal to the Fund’s annualized net expense ratio of 0.42%** (for the period July 1, 2014 – December 31, 2014), multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

** May differ from expense ratio disclosed in the financial highlights, which is calculated based on the entire fiscal year’s data.

18

(Unaudited)

Investment Profile

A mutual fund designed for investors who seek the highest total return, composed of income and capital appreciation, as is consistent with prudent investment management and the preservation of capital. The Fund seeks to achieve its investment objective by investing primarily in a combination of U.S. and foreign (non-U.S.) equity and debt securities and cash. The Fund’s asset allocation process utilizes information from GE Asset Management’s Asset Allocation Committee to diversify holdings across these asset classes and to adjust the asset class weightings based on market and economic conditions.

Top Ten Largest Equity Holdings

as of December 31, 2014 (as a % of Investments)^(b)(c)

Amgen Inc.	1.01%
Actavis PLC	0.98%
QUALCOMM Inc.	0.94%
EMC Corp.	0.91%
Apple Inc.	0.89%
JPMorgan Chase & Co.	0.81%
Cisco Systems Inc.	0.74%
Schlumberger Ltd.	0.73%
Pfizer Inc.	0.70%
CVS Health Corp.	0.70%

Sector Allocation

as a % of Investments of $235,614 (in thousands) on
December 31, 2014^(b)(c)

Morningstar Performance Comparison

Based on average annual returns for periods ended December 31, 2014

	One Year			Five Year			Ten Year
Number of funds in peer group		867			654			440
Peer group average annual total return		5.83	%		8.87	%		5.38	%
Morningstar Category in peer group: U.S. Moderate Allocation

Change in Value of a $10,000 Investment^(a)

Average Annual Total Return

for the periods ended December 31, 2014

(Inception date: 01/01/88)
	One Year		Five Year		Ten Year		Ending value of a $10,000 investment (a)
Elfun Diversified Fund		4.95%		8.17%		5.04%		$16,354
S&P 500 Index		13.69%		15.46%		7.68%		$20,945
Barclays U.S. Aggregate Bond Index		5.97%		4.45%		4.71%		$15,842
MSCI All Country World ex U.S.		-3.87%		4.43%		5.13%		$16,488

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

(b) Fair Value basis is inclusive of short-term investment in State Street Institutional U.S. Government Money Market Fund Premier Class.

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

See Notes to Performance beginning on page 1 for further information, including an explanation of Morningstar peer categories. Past performance does not predict future performance. The performance shown in the graphs and tables does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

19

Elfun Diversified Fund December 31, 2014

	Number of Shares		Fair Value
Domestic Equity – 35.1%†
Common Stock — 35.1%
Aerospace & Defense — 1.6%
General Dynamics Corp.		7,929	$	1,091,189
Hexcel Corp.		14,055		583,142	(a)
Honeywell International Inc.		14,380		1,436,849
The Boeing Co.		3,604		468,448
				3,579,628
Agricultural Products — 0.5%
Archer-Daniels-Midland Co.		20,508		1,066,416
Air Freight & Logistics — 0.2%
United Parcel Service Inc., Class B		3,604		400,657
Airlines — 0.3%
Delta Air Lines Inc.		16,219		797,813
Application Software — 0.3%
Intuit Inc.		6,488		598,129
Asset Management & Custody Banks — 1.7%
Ameriprise Financial Inc.		9,767		1,291,686
Invesco Ltd.		33,303		1,316,135
State Street Corp.		17,229		1,352,476	(e)
				3,960,297
Auto Parts & Equipment — 0.1%
Delphi Automotive PLC		2,883		209,652
Automobile Manufacturers — 0.2%
Ford Motor Co.		30,636		474,858
Automotive Retail — 0.2%
Advance Auto Parts Inc.		2,090		332,895
AutoZone Inc.		217		134,347	(a)
				467,242
Biotechnology — 1.6%
Alexion Pharmaceuticals Inc.		3,100		573,593	(a)
Amgen Inc.		14,994		2,388,394
Gilead Sciences Inc.		8,724		822,324	(a)
				3,784,311

	Number of Shares		Fair Value
Broadcasting — 0.3%
CBS Corp., Class B		5,407	$	299,223
Discovery Communications Inc., Class C		12,471		420,522	(a)
				719,745
Cable & Satellite — 1.4%
Comcast Corp., Class A		24,616		1,427,974
Comcast Corp., Special Class A		12,110		697,112
Liberty Global PLC, Class C		21,049		1,016,877	(a)
				3,141,963
Casinos & Gaming — 0.1%
Las Vegas Sands Corp.		5,983		347,971
Commodity Chemicals — 0.1%
LyondellBasell Industries N.V., Class A		3,065		243,330
Communications Equipment — 1.7%
Cisco Systems Inc.		62,353		1,734,349
QUALCOMM Inc.		29,882		2,221,129
				3,955,478
Consumer Finance — 0.6%
American Express Co.		14,128		1,314,469
Data Processing & Outsourced Services — 0.4%
Visa Inc., Class A		3,965		1,039,623
Diversified Banks — 2.1%
Bank of America Corp.		29,555		528,739
Citigroup Inc.		24,869		1,345,662
JPMorgan Chase & Co.		30,421		1,903,746
Wells Fargo & Co.		18,382		1,007,701
				4,785,848
Drug Retail — 0.7%
CVS Health Corp.		17,120		1,648,827
Electric Utilities — 0.2%
NextEra Energy Inc.		3,604		383,069
Electrical Components & Equipment — 0.0%*
Eaton Corporation PLC		1,082		73,533

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

20

Elfun Diversified Fund December 31, 2014

	Number of Shares		Fair Value
Fertilizers & Agricultural Chemicals — 0.4%
Monsanto Co.		7,569	$	904,268
General Merchandise Stores — 0.9%
Dollar General Corp.		8,831		624,352	(a)
Target Corp.		19,643		1,491,100
				2,115,452
Healthcare Distributors — 0.2%
Cardinal Health Inc.		7,209		581,983
Healthcare Equipment — 1.4%
Abbott Laboratories		15,498		697,720
Boston Scientific Corp.		84,701		1,122,288	(a)
Covidien PLC		10,453		1,069,133
Stryker Corp.		3,244		306,007
				3,195,148
Healthcare Services — 0.3%
Express Scripts Holding Co.		7,641		646,963	(a)
Healthcare Supplies — 0.2%
The Cooper Companies Inc.		2,739		443,965
Home Improvement Retail — 0.7%
Lowe’s Companies Inc.		23,607		1,624,162
Household Products — 0.1%
Energizer Holdings Inc.		1,442		185,384
Independent Power Producers & Energy Traders — 0.2%
AES Corp.		3,065		42,205
Calpine Corp.		12,171		269,344	(a)
NRG Energy Inc.		9,783		263,652
				575,201
Industrial Machinery — 0.3%
Dover Corp.		4,325		310,189
Ingersoll-Rand PLC		5,300		335,967
				646,156
Integrated Oil & Gas — 1.6%
Chevron Corp.		5,046		566,060
Exxon Mobil Corp.		16,399		1,516,088

	Number of Shares		Fair Value
Hess Corp.		9,804	$	723,731
Occidental Petroleum Corp.		10,452		842,536
				3,648,415
Integrated Telecommunication Services — 0.3%
Verizon Communications Inc.		12,615		590,130
Internet Retail — 0.3%
Amazon.com Inc.		1,946		603,941	(a)
Internet Software & Services — 1.1%
eBay Inc.		12,110		679,613	(a)
Facebook Inc., Class A		4,326		337,515	(a)
Google Inc., Class A		1,838		975,353	(a)
Google Inc., Class C		937		493,237	(a)
				2,485,718
Investment Banking & Brokerage — 0.3%
The Charles Schwab Corp.		19,823		598,456
Life & Health Insurance — 0.1%
Lincoln National Corp.		5,128		295,732
Life Sciences Tools & Services — 0.1%
PerkinElmer Inc.		4,325		189,132
Movies & Entertainment — 0.7%
The Walt Disney Co.		6,127		577,102
Time Warner Inc.		13,155		1,123,700
				1,700,802
Multi-Line Insurance — 1.1%
American International Group Inc.		18,742		1,049,739
The Hartford Financial Services Group Inc.		34,781		1,450,020
				2,499,759
Oil & Gas Equipment & Services — 0.9%
Cameron International Corp.		2,523		126,024	(a)
Halliburton Co.		5,757		226,423
Schlumberger Ltd.		20,144		1,720,499
				2,072,946

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

21

Elfun Diversified Fund December 31, 2014

	Number of Shares		Fair Value
Oil & Gas Exploration & Production — 0.1%
California Resources Corp.		596	$	3,284	(a)
Marathon Oil Corp.		9,011		254,921
				258,205
Packaged Foods & Meats — 0.4%
Mondelez International Inc., Class A		25,951		942,670
Pharmaceuticals — 2.6%
Actavis PLC		9,011		2,319,522	(a)
Johnson & Johnson		6,849		716,200
Merck & Company Inc.		22,381		1,271,017
Pfizer Inc.		52,982		1,650,389
				5,957,128
Publishing — 0.0%*
Tribune Media Co., Class A		865		51,701	(a)
Railroads — 0.1%
CSX Corp.		5,046		182,817
Regional Banks — 0.4%
Regions Financial Corp.		83,259		879,215
Research & Consulting Services — 0.5%
Nielsen N.V.		23,931		1,070,434
Semiconductor Equipment — 0.2%
Applied Materials Inc.		15,498		386,210
Soft Drinks — 1.1%
Coca-Cola Enterprises Inc.		22,600		999,372
PepsiCo Inc.		16,184		1,530,359
				2,529,731
Specialized Finance — 0.7%
CME Group Inc.		11,029		977,721
McGraw Hill Financial Inc.		7,569		673,489
				1,651,210
Specialized REITs — 0.6%
American Tower Corp.		12,975		1,282,579

	Number of Shares		Fair Value
Specialty Chemicals — 0.1%
Axalta Coating Systems Ltd.		11,853	$	308,415	(a)
Specialty Stores — 0.2%
Dick’s Sporting Goods Inc.		11,173		554,739
Systems Software — 0.2%
Microsoft Corp.		3,604		167,406
Oracle Corp.		8,290		372,801
				540,207
Technology Hardware, Storage & Peripherals — 2.4%
Apple Inc.		19,031		2,100,642
EMC Corp.		71,725		2,133,102
Hewlett-Packard Co.		33,880		1,359,604
				5,593,348
Total Common Stock (Cost $64,621,258)				80,785,181
Preferred Stock — 0.0%*
Diversified Banks — 0.0%*
Wells Fargo & Co.		2,735		70,153
Total Preferred Stock (Cost $68,375)				70,153
Total Domestic Equity (Cost $64,689,633)				80,855,334
Foreign Equity — 19.7%
Common Stock — 19.4%
Advertising — 0.2%
WPP PLC		23,904		497,211
Aerospace & Defense — 0.5%
Airbus Group N.V.		10,511		519,643
Safran S.A.		10,221		630,584
Zodiac Aerospace		2,149		72,352
				1,222,579

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

22

Elfun Diversified Fund December 31, 2014

	Number of Shares		Fair Value
Airlines — 0.2%
International Consolidated Airlines Group S.A.		48,197	$	362,981	(a)
Apparel Retail — 0.2%
Fast Retailing Company Ltd.		1,014		368,636
Apparel, Accessories & Luxury Goods — 0.3%
Luxottica Group S.p.A.		6,562		359,721
The Swatch Group AG		686		304,929
				664,650
Application Software — 0.3%
SAP SE		10,700		747,163
Auto Parts & Equipment — 0.4%
Continental AG		4,014		846,644
Automobile Manufacturers — 0.7%
Mazda Motor Corp.		26,300		631,004
Toyota Motor Corp.		17,530		1,091,375
				1,722,379
Biotechnology — 0.2%
CSL Ltd.		5,528		389,246
Brewers — 0.4%
Anheuser-Busch InBev N.V.		7,276		818,851
Building Products — 0.2%
Assa Abloy AB, Class B		9,958		523,749
Casinos & Gaming — 0.1%
Sands China Ltd.		25,480		124,200
Communications Equipment — 0.4%
Telefonaktiebolaget LM Ericsson, Class B		75,106		905,593
Construction & Engineering — 0.1%
Larsen & Toubro Ltd.		13,466		317,117
Construction Materials — 0.3%
HeidelbergCement AG		8,739		616,797

	Number of Shares		Fair Value
Diversified Banks — 2.3%
Barclays PLC		248,273	$	933,729
BNP Paribas S.A.		12,211		720,865
Credit Agricole S.A.		44,785		578,108
Grupo Financiero Banorte SAB de C.V., Class O		33,803		186,952
HSBC Holdings PLC		44,390		419,649
ICICI Bank Ltd.		117,356		651,507
Intesa Sanpaolo S.p.A.		195,057		565,841
Mitsubishi UFJ Financial Group Inc.		131,400		721,249
Sumitomo Mitsui Financial Group Inc.		17,300		624,842
				5,402,742
Diversified Metals & Mining — 0.2%
BHP Billiton PLC		26,220		562,164
Diversified Real Estate Activities — 0.9%
Brookfield Asset Management Inc., Class A		6,586		331,048
Mitsubishi Estate Company Ltd.		34,918		735,047
Mitsui Fudosan Company Ltd.		37,306		999,421
				2,065,516
Electric Utilities — 0.1%
Power Grid Corporation of India Ltd.		85,355		185,796
Electrical Components & Equipment — 0.7%
Nidec Corp.		16,700		1,077,546
Schneider Electric SE		6,503		473,608
				1,551,154
Electronic Components — 0.4%
Murata Manufacturing Company Ltd.		7,900		861,228
Electronic Equipment & Instruments — 0.5%
Hexagon AB, Class B		7,643		234,798
Hitachi Ltd.		76,500		564,087
Keyence Corp.		900		400,650
				1,199,535
Healthcare Services — 0.3%
Fresenius SE & Company KGaA		12,589		654,553

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

23

Elfun Diversified Fund December 31, 2014

	Number of Shares		Fair Value
Heavy Electrical Equipment — 0.2%
ABB Ltd.		18,733	$	396,575
Household Products — 0.1%
Svenska Cellulosa AB SCA, Class B		6,325		135,789
Human Resource & Employment Services — 0.2%
Capita PLC		22,630		379,611
Industrial Gases — 0.3%
Linde AG		4,248		782,491
Industrial Machinery — 0.6%
FANUC Corp.		4,900		807,139
Mitsubishi Heavy Industries Ltd.		124,000		683,648
				1,490,787
Integrated Oil & Gas — 0.8%
Cenovus Energy Inc.		24,509		505,376
Cenovus Energy Inc.		17,379		359,659
Total S.A.		17,179		880,114
				1,745,149
Internet Retail — 0.4%
Rakuten Inc.		61,800		858,555	(a)
Internet Software & Services — 0.7%
Baidu Inc. ADR		7,143		1,628,390	(a)
Life & Health Insurance — 0.7%
AIA Group Ltd.		190,587		1,047,494
Prudential PLC		26,428		611,256
				1,658,750
Multi-Line Insurance — 0.2%
AXA S.A.		25,496		587,505
Oil & Gas Equipment & Services — 0.3%
Technip S.A.		9,046		538,848
Weatherford International PLC		12,615		144,442	(a)
				683,290

	Number of Shares		Fair Value
Oil & Gas Exploration & Production — 0.1%
Peyto Exploration & Development Corp.		6,830	$	197,367
Other Diversified Financial Services — 0.3%
ING Groep N.V.		53,598		692,468	(a)
Packaged Foods & Meats — 0.2%
Nestle S.A.		6,573		479,443
Pharmaceuticals — 1.8%
Astellas Pharma Inc.		21,700		301,820
Bayer AG		5,800		790,589
GlaxoSmithKline PLC		23,847		511,817
Roche Holding AG		4,138		1,121,779
Sanofi		10,368		945,255
Shire PLC		3,490		247,544
Valeant Pharmaceuticals International Inc.		2,163		310,617	(a)
				4,229,421
Property & Casualty Insurance — 0.6%
Insurance Australia Group Ltd.		102,978		524,121
Tokio Marine Holdings Inc.		28,500		924,726
				1,448,847
Railroads — 0.2%
East Japan Railway Co.		6,200		466,851
Research & Consulting Services — 0.1%
Experian PLC		18,868		318,189
Semiconductor Equipment — 0.3%
ASML Holding N.V.		7,003		756,657
Semiconductors — 0.5%
Samsung Electronics Company Ltd.		380		456,853
Taiwan Semiconductor Manufacturing Company Ltd.		151,484		667,358
				1,124,211
Specialty Chemicals — 0.3%
Givaudan S.A.		193		346,406
Johnson Matthey PLC		7,203		379,113
				725,519

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

24

Elfun Diversified Fund December 31, 2014

	Number of Shares		Fair Value
Wireless Telecommunication Services — 0.6%
SoftBank Corp.		14,100	$	838,473
Vodafone Group PLC		135,392		464,402
				1,302,875
Total Common Stock (Cost $42,032,810)				44,699,224
Preferred Stock — 0.3%
Automobile Manufacturers — 0.3%
Volkswagen AG		3,401		755,890
Total Preferred Stock (Cost $719,978)				755,890
Total Foreign Equity (Cost $42,752,788)				45,455,114

		Principal Amount
Bonds and Notes — 30.8%
U.S. Treasuries — 6.4%
U.S. Treasury Bonds
3.00%	11/15/44	$	1,358,700	1,427,909
U.S. Treasury Notes
0.50%	06/30/16		5,950,900	5,952,757	(h)
0.88%	07/31/19		487,000	471,895
1.50%	06/30/16 - 11/30/19		5,267,300	5,265,200
2.25%	11/15/24		1,468,900	1,478,770
				14,596,531
Agency Mortgage Backed — 9.1%
Federal Home Loan Mortgage Corp.
4.00%	05/01/44		911,699	978,865
4.50%	06/01/33 - 02/01/35		5,262	5,707
5.00%	07/01/35 - 06/01/41		284,805	319,765
5.50%	05/01/20 - 04/01/39		83,278	94,065
6.00%	04/01/17 - 11/01/37		198,985	226,432
6.50%	11/01/28 - 07/01/29		8,226	9,429

		Principal Amount		Fair Value
7.00%	10/01/16 - 08/01/36	$	28,545		32,227
7.50%	09/01/33		1,265		1,353
8.00%	07/01/26 - 11/01/30		4,455		5,151
8.50%	04/01/30		8,095		10,131
Federal National Mortgage Assoc.
2.10%	04/01/37		550		567	(i)
3.00%	02/01/43 - 06/01/43		3,565,409		3,613,311
3.50%	11/01/42 - 02/01/43		1,880,465		1,964,918
4.00%	05/01/19 - 03/01/44		1,649,835		1,769,279
4.50%	05/01/18 - 01/01/41		2,025,913		2,200,516
5.00%	07/01/20 - 06/01/41		509,886		571,694
5.50%	06/01/20 - 01/01/39		372,681		416,423
6.00%	02/01/20 - 08/01/35		240,923		276,352
6.50%	08/01/17 - 08/01/36		42,559		47,444
7.00%	01/01/16 - 12/01/33		3,368		3,534
7.50%	05/01/15 - 12/01/33		11,423		12,440
8.00%	12/01/15 - 01/01/33		12,640		14,171
9.00%	12/01/17 - 12/01/22		3,059		3,340
3.00%	TBA		774,000		782,949	(c)
3.50%	TBA		2,329,184		2,427,993	(c)
4.50%	TBA		88,000		92,462	(c)
5.00%	TBA		485,000		535,840	(c)
6.00%	TBA		695,000		788,146	(c)
6.50%	TBA		490,000		559,423	(c)
Government National Mortgage Assoc.
3.00%	04/20/43 - 06/20/43		661,801		677,590
3.50%	05/20/43		639,780		672,523
4.00%	01/20/41 - 04/20/43		780,626		838,899
4.50%	08/15/33 - 03/20/41		396,695		435,801
5.00%	08/15/33		15,546		17,281
6.00%	07/15/33 - 09/15/36		14,363		16,520
6.50%	04/15/28 - 07/15/36		19,997		22,868
7.00%	04/15/28 - 10/15/36		11,199		12,542
7.50%	07/15/23 - 04/15/28		16,085		16,541
8.00%	05/15/30		490		562
8.50%	10/15/17		4,810		5,104
9.00%	11/15/16 - 12/15/21		5,529		5,879
3.00%	TBA		473,786		484,505	(c)
5.50%	TBA		50,000		55,822	(c)
					21,026,364

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

25

Elfun Diversified Fund December 31, 2014

		Principal Amount		Fair Value
Agency Collateralized Mortgage Obligations — 0.1%
Collateralized Mortgage Obligation Trust
0.01%	11/01/18	$	346	$	344	(d,f)
Federal Home Loan Mortgage Corp.
0.08%	09/25/43		232,262		679	(g,i)
Federal Home Loan Mortgage Corp. REMIC
3.50%	11/15/24 - 11/15/30		261,938		24,501	(g)
4.50%	03/15/18		5,296		96	(g)
5.00%	10/15/18		4,405		89	(g)
5.50%	06/15/33		13,840		2,498	(g)
6.44%	08/15/25		112,588		13,940	(g,i)
7.50%	07/15/27		10,765		1,838	(g)
8.00%	04/15/20		171		181
Federal Home Loan Mortgage Corp. STRIPS
1.47%	08/01/27		454		419	(d,f)
8.00%	02/01/23 - 07/01/24		1,907		421	(g)
Federal National Mortgage Assoc. REMIC
0.51%	12/25/22		729		711	(d,f)
1.24%	12/25/42		54,815		2,140	(g,i)
5.00%	09/25/40		156,562		16,463	(g)
5.83%	07/25/38		29,470		3,665	(g,i)
5.93%	09/25/42		524,441		94,649	(g,i)
7.33%	05/25/18		69,968		5,774	(g,i)
8.00%	05/25/22		2		46	(g)
Federal National Mortgage Assoc. STRIPS
4.50%	08/25/35 - 01/25/36		38,414		5,595	(g)
5.00%	03/25/38 - 05/25/38		23,325		3,263	(g)
5.50%	12/25/33		6,381		1,209	(g)
6.00%	01/25/35		17,130		2,938	(g)
7.50%	11/25/23		19,207		3,146	(g)
8.00%	08/25/23 - 07/25/24		3,894		872	(g)
8.50%	03/25/17 - 07/25/22		1,068		141	(g)
9.00%	05/25/22		660		133	(g)
Government National Mortgage Assoc.
4.50%	10/20/37 - 08/16/39		248,192		20,170	(g)

		Principal Amount		Fair Value
5.00%	12/20/35 - 09/20/38	$	136,964	$	9,856	(g)
6.08%	02/20/40		442,636		79,609	(g,i)
					295,386
Asset Backed — 0.0%*
Ford Credit Auto Lease Trust 2013-A
1.28%	06/15/16		30,000		30,073
Corporate Notes — 12.9%
21st Century Fox America Inc.
6.65%	11/15/37		55,000		73,439	(h)
ABB Finance USA Inc.
1.63%	05/08/17		76,000		76,250	(h)
AbbVie Inc.
1.75%	11/06/17		68,000		68,148	(h)
2.00%	11/06/18		57,000		56,809	(h)
ACCO Brands Corp.
6.75%	04/30/20		97,000		101,510	(h)
Actavis Funding SCS
1.30%	06/15/17		110,000		107,996
4.85%	06/15/44		34,000		34,501
Activision Blizzard Inc.
5.63%	09/15/21		98,000		102,900	(b,h)
Aetna Inc.
3.50%	11/15/24		47,000		47,773
Agrium Inc.
4.90%	06/01/43		67,000		69,402	(h)
Alcoa Inc.
5.13%	10/01/24		20,000		21,195
Altria Group Inc.
2.95%	05/02/23		39,000		37,712	(h)
4.50%	05/02/43		39,000		39,275	(h)
America Movil SAB de C.V.
5.00%	03/30/20		138,000		152,178	(h)
American Axle & Manufacturing Inc.
6.25%	03/15/21		52,000		54,600	(h)
6.63%	10/15/22		59,000		62,540	(h)
7.75%	11/15/19		15,000		16,800	(h)
American Campus Communities Operating Partnership LP
4.13%	07/01/24		69,000		69,695	(h)

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

26

Elfun Diversified Fund December 31, 2014

		Principal Amount		Fair Value
American Electric Power Company Inc.
2.95%	12/15/22	$	75,000	$	73,570
American Express Co.
3.63%	12/05/24		93,000		93,775
American International Group Inc.
3.38%	08/15/20		94,000		97,647	(h)
4.13%	02/15/24		65,000		69,193	(h)
4.50%	07/16/44		47,000		49,656
American Seafoods Group LLC/ American Seafoods Finance Inc.
10.75%	05/15/16		125,000		111,875	(b,h)
American Tower Corp. (REIT)
3.40%	02/15/19		142,000		144,530	(h)
3.50%	01/31/23		22,000		21,257	(h)
Amgen Inc.
2.20%	05/22/19		188,000		187,210	(h)
Amkor Technology Inc.
6.63%	06/01/21		59,000		58,410	(h)
Anadarko Petroleum Corp.
6.20%	03/15/40		67,000		78,487	(h)
Anheuser-Busch InBev Worldwide Inc.
2.50%	07/15/22		155,000		150,642	(h)
Anthem Inc.
3.30%	01/15/23		50,000		49,951	(h)
AP Moeller - Maersk A/S
2.55%	09/22/19		65,000		65,182	(b)
3.75%	09/22/24		65,000		66,736	(b)
Apple Inc.
2.85%	05/06/21		145,000		148,329	(h)
3.45%	05/06/24		97,000		101,585	(h)
Aramark Services Inc.
5.75%	03/15/20		135,000		139,387	(h)
Archer-Daniels-Midland Co.
4.02%	04/16/43		49,000		49,166	(h)
Ares Capital Corp.
3.88%	01/15/20		65,000		64,813
Ascension Health
4.85%	11/15/53		65,000		73,424

		Principal Amount		Fair Value
AT&T Inc.
2.38%	11/27/18	$	134,000	$	135,038	(h)
4.80%	06/15/44		55,000		56,043	(h)
Bank of America Corp.
1.70%	08/25/17		48,000		48,011	(h)
2.00%	01/11/18		279,000		278,788	(h)
2.60%	01/15/19		81,000		81,630	(h)
4.00%	04/01/24		145,000		150,978	(h)
4.10%	07/24/23		80,000		84,252	(h)
4.25%	10/22/26		85,000		84,809
Barclays Bank PLC
2.25%	05/10/17		500,000		510,108	(b,h)
Bayer US Finance LLC
2.38%	10/08/19		200,000		200,794	(b)
Baytex Energy Corp.
5.13%	06/01/21		59,000		50,150	(b)
BB&T Corp.
2.45%	01/15/20		93,000		92,621
Bed Bath & Beyond Inc.
3.75%	08/01/24		47,000		47,648	(h)
4.92%	08/01/34		14,000		14,446	(h)
5.17%	08/01/44		65,000		68,009	(h)
Berkshire Hathaway Energy Co.
6.13%	04/01/36		45,000		56,535	(h)
Berkshire Hathaway Finance Corp.
2.90%	10/15/20		115,000		117,919	(h)
3.00%	05/15/22		49,000		49,765	(h)
Berkshire Hathaway Inc.
4.50%	02/11/43		134,000		146,544	(h)
BHP Billiton Finance USA Ltd.
5.00%	09/30/43		48,000		54,409	(h)
Bombardier Inc.
4.75%	04/15/19		58,000		58,218	(b,h)
6.00%	10/15/22		96,000		96,960	(b,h)
7.75%	03/15/20		354,000		384,090	(b,h)
BP Capital Markets PLC
1.38%	05/10/18		56,000		55,006	(h)
3.81%	02/10/24		191,000		192,240	(h)
Brocade Communications Systems Inc.
4.63%	01/15/23		156,000		149,760	(h)

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

27

Elfun Diversified Fund December 31, 2014

		Principal Amount		Fair Value
Building Materials Corporation of America
5.38%	11/15/24	$	59,000	$	58,852	(b)
Cadence Design Systems Inc.
4.38%	10/15/24		95,000		96,524
Calpine Corp.
5.75%	01/15/25		57,000		57,713	(h)
5.88%	01/15/24		70,000		74,550	(b,h)
Caterpillar Inc.
4.30%	05/15/44		48,000		51,258	(h)
Catholic Health Initiatives
2.60%	08/01/18		30,000		30,392
4.35%	11/01/42		24,000		23,827
CBS Corp.
3.70%	08/15/24		73,000		72,800	(h)
CCOH Safari LLC
5.50%	12/01/22		39,000		39,585
5.75%	12/01/24		59,000		59,664
Cequel Capital Corp.
5.13%	12/15/21		115,000		111,550	(b,h)
CF Industries Inc.
5.38%	03/15/44		48,000		51,787	(h)
Chesapeake Energy Corp.
3.25%	03/15/16		46,000		45,885	(h)
5.38%	06/15/21		98,000		97,939	(h)
Citigroup Inc.
1.75%	05/01/18		228,000		225,332	(h)
5.50%	09/13/25		140,000		154,911	(h)
CMS Energy Corp.
4.88%	03/01/44		47,000		51,418	(h)
CNA Financial Corp.
5.88%	08/15/20		60,000		68,492	(h)
Cogeco Cable Inc.
4.88%	05/01/20		75,000		75,000	(b,h)
Comcast Corp.
4.20%	08/15/34		48,000		50,191	(h)
4.75%	03/01/44		47,000		52,376	(h)
ConocoPhillips Co.
3.35%	11/15/24		94,000		94,973
Constellation Brands Inc.
7.25%	09/01/16		74,000		79,920	(h)
Continental Resources Inc.
4.90%	06/01/44		46,000		39,866

		Principal Amount		Fair Value
Corp Andina de Fomento
4.38%	06/15/22	$	121,000	$	130,058	(h)
Corporate Office Properties LP (REIT)
3.60%	05/15/23		114,000		109,536	(h)
3.70%	06/15/21		46,000		45,801	(h)
Cott Beverages Inc.
5.38%	07/01/22		59,000		54,133	(b)
COX Communications Inc.
4.70%	12/15/42		17,000		16,985	(b,h)
Crown Americas LLC/Crown Americas Capital Corp. IV
4.50%	01/15/23		38,000		36,860	(h)
CSX Corp.
4.50%	08/01/54		48,000		50,271	(h)
CVS Health Corp.
2.25%	08/12/19		143,000		142,403	(h)
Daimler Finance North America LLC
2.38%	08/01/18		150,000		152,104	(b,h)
DaVita HealthCare Partners Inc.
5.13%	07/15/24		39,000		39,780	(h)
Denbury Resources Inc.
6.38%	08/15/21		99,000		94,050	(h)
Dexia Credit Local S.A.
2.25%	01/30/19		250,000		253,156	(b,h)
Diageo Capital PLC
1.13%	04/29/18		108,000		105,683	(h)
Diageo Investment Corp.
2.88%	05/11/22		105,000		104,937	(h)
DigitalGlobe Inc.
5.25%	02/01/21		131,000		124,450	(b,h)
DIRECTV Holdings LLC
4.45%	04/01/24		72,000		75,334	(h)
5.15%	03/15/42		86,000		88,869	(h)
Dollar General Corp.
1.88%	04/15/18		95,000		91,798
4.13%	07/15/17		94,000		96,944	(h)
Dominion Resources Inc.
1.95%	08/15/16		154,000		155,654	(h)
Duke Energy Corp.
3.75%	04/15/24		89,000		92,580	(h)
Duke Energy Progress Inc.
4.15%	12/01/44		30,000		31,890

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

28

Elfun Diversified Fund December 31, 2014

		Principal Amount		Fair Value
Eaton Corp.
2.75%	11/02/22	$	94,000	$	92,345	(h)
Ecopetrol S.A.
5.88%	05/28/45		24,000		22,200	(h)
El Paso Pipeline Partners Operating Company LLC
4.30%	05/01/24		97,000		97,188	(h)
Electricite de France S.A.
2.15%	01/22/19		193,000		193,475	(b,h)
Energy Transfer Equity LP
5.88%	01/15/24		194,000		196,910	(h)
Energy Transfer Partners LP
6.50%	02/01/42		62,000		71,266	(h)
Ensco PLC
4.50%	10/01/24		93,000		90,394
5.75%	10/01/44		45,000		45,152
Enterprise Products Operating LLC
3.75%	02/15/25		74,000		74,282
ERP Operating LP
4.50%	07/01/44		55,000		57,321	(h)
European Investment Bank
4.88%	01/17/17		150,000		162,129	(h)
Express Scripts Holding Co.
2.25%	06/15/19		94,000		92,993	(h)
Five Corners Funding Trust
4.42%	11/15/23		200,000		211,484	(b,h)
Florida Power & Light Co.
4.13%	02/01/42		92,000		98,230	(h)
Forest Laboratories Inc.
5.00%	12/15/21		95,000		102,868	(b,h)
Freeport-McMoRan Inc.
5.45%	03/15/43		34,000		32,150	(h)
Fresenius Medical Care US Finance Inc.
5.75%	02/15/21		123,000		131,149	(b,h)
Frontier Communications Corp.
7.13%	03/15/19		71,000		77,745	(h)
General Motors Co.
4.88%	10/02/23		36,000		38,520	(h)
5.00%	04/01/35		98,000		102,125
General Motors Financial Company Inc.
2.63%	07/10/17		38,000		38,165	(h)
3.00%	09/25/17		58,000		58,654

		Principal Amount		Fair Value
3.50%	07/10/19	$	38,000	$	38,803	(h)
4.38%	09/25/21		97,000		101,244
Georgia-Pacific LLC
3.60%	03/01/25		140,000		140,598	(b)
Gilead Sciences Inc.
4.80%	04/01/44		102,000		113,144	(h)
Glencore Funding LLC
2.50%	01/15/19		51,000		50,218	(b,h)
4.13%	05/30/23		104,000		101,479	(b,h)
4.63%	04/29/24		105,000		105,504	(b,h)
HCA Inc.
4.75%	05/01/23		160,000		162,800	(h)
6.50%	02/15/20		138,000		154,629	(h)
Hewlett-Packard Co.
2.75%	01/14/19		195,000		195,249	(h)
Hexion US Finance Corp.
6.63%	04/15/20		127,000		124,460	(h)
Hughes Satellite Systems Corp.
6.50%	06/15/19		33,000		35,393	(h)
Humana Inc.
3.85%	10/01/24		95,000		96,252
Huntsman International LLC
4.88%	11/15/20		77,000		76,422	(h)
Hyundai Capital America
2.13%	10/02/17		35,000		35,171	(b,h)
Illinois Tool Works Inc.
3.50%	03/01/24		95,000		98,884	(h)
Ingersoll-Rand Luxembourg Finance S.A.
3.55%	11/01/24		65,000		64,604
Ingles Markets Inc.
5.75%	06/15/23		53,000		53,218	(h)
Intelsat Jackson Holdings S.A.
5.50%	08/01/23		96,000		95,414	(h)
Invesco Finance PLC
3.13%	11/30/22		107,000		106,044	(h)
Iron Mountain Inc.
6.00%	08/15/23		96,000		99,840	(h)
JB Poindexter & Company Inc.
9.00%	04/01/22		23,000		24,840	(b,h)
JBS USA LLC/JBS USA Finance Inc.
5.88%	07/15/24		53,000		52,073	(b,h)
Jefferies Group Inc.
5.13%	01/20/23		83,000		84,371	(h)
6.50%	01/20/43		26,000		26,522	(h)

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

29

Elfun Diversified Fund December 31, 2014

		Principal Amount		Fair Value
John Deere Capital Corp.
3.35%	06/12/24	$	92,000	$	94,293	(h)
Johnson Controls Inc.
4.63%	07/02/44		46,000		47,338	(h)
JPMorgan Chase & Co.
3.88%	09/10/24		140,000		140,119	(h)
5.00%	12/29/49		68,000		66,534	(h,i)
6.10%	10/29/49		110,000		109,725	(i)
KB Home
7.00%	12/15/21		96,000		100,980	(h)
Kerr-McGee Corp.
6.95%	07/01/24		30,000		36,667	(h)
Keysight Technologies Inc.
4.55%	10/30/24		95,000		95,038	(b)
KFW
2.00%	10/04/22		246,000		242,332	(h)
4.50%	07/16/18		102,000		112,697	(h)
Kilroy Realty LP
4.25%	08/15/29		48,000		48,004	(h)
Kinder Morgan Energy Partners LP
3.50%	09/01/23		69,000		65,505	(h)
Kinder Morgan Inc.
3.05%	12/01/19		49,000		48,610
5.63%	11/15/23		135,000		144,508	(b,h)
Kinross Gold Corp.
5.95%	03/15/24		47,000		44,102	(b,h)
6.88%	09/01/41		5,000		4,754	(h)
Korea National Oil Corp.
2.88%	11/09/15		100,000		101,445	(b,h)
L Brands Inc.
5.63%	02/15/22		96,000		103,200	(h)
L-3 Communications Corp.
1.50%	05/28/17		65,000		64,361	(h)
3.95%	05/28/24		34,000		34,281	(h)
Lamar Media Corp.
5.00%	05/01/23		96,000		95,040	(h)
Land O’ Lakes Inc.
6.00%	11/15/22		27,000		28,890	(b,h)
Lear Corp.
5.25%	01/15/25		98,000		99,225
Lennar Corp.
4.50%	11/15/19		59,000		58,557
Liberty Mutual Group Inc.
4.25%	06/15/23		87,000		89,652	(b,h)

		Principal Amount		Fair Value
Linn Energy LLC
6.25%	11/01/19	$	40,000	$	33,800	(h)
Macquarie Bank Ltd.
2.60%	06/24/19		47,000		47,394	(b,h)
Macy’s Retail Holdings Inc.
4.50%	12/15/34		94,000		94,653
Marathon Petroleum Corp.
3.63%	09/15/24		95,000		93,100	(h)
4.75%	09/15/44		73,000		68,942	(h)
MarkWest Energy Partners LP/ MarkWest Energy Finance Corp.
4.88%	12/01/24		39,000		38,123
5.50%	02/15/23		40,000		40,500	(h)
Marsh & McLennan Companies Inc.
3.50%	03/10/25		95,000		95,604	(h)
Mattel Inc.
2.35%	05/06/19		143,000		142,494	(h)
Medtronic Inc.
2.50%	03/15/20		75,000		75,197	(b)
3.50%	03/15/25		93,000		95,136	(b)
4.63%	03/15/45		45,000		48,780	(b)
MEG Energy Corp.
6.50%	03/15/21		58,000		52,925	(b,h)
Memorial Sloan-Kettering Cancer Center
4.13%	07/01/52		30,000		29,826	(h)
MetLife Inc.
4.72%	12/15/44		37,000		41,154
MGM Resorts International
5.25%	03/31/20		98,000		97,265
Mizuho Bank Ltd.
2.45%	04/16/19		200,000		198,699	(b,h)
Monsanto Co.
3.38%	07/15/24		45,000		45,723	(h)
4.70%	07/15/64		27,000		28,310	(h)
Morgan Stanley
2.13%	04/25/18		149,000		149,086	(h)
2.38%	07/23/19		143,000		142,473	(h)
3.70%	10/23/24		95,000		96,294
4.10%	05/22/23		111,000		112,381	(h)
4.35%	09/08/26		75,000		75,448	(h)
4.88%	11/01/22		75,000		79,656	(h)
5.00%	11/24/25		60,000		64,027	(h)

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

30

Elfun Diversified Fund December 31, 2014

		Principal Amount		Fair Value
Motorola Solutions Inc.
4.00%	09/01/24	$	95,000	$	95,572	(h)
Mylan Inc.
7.88%	07/15/20		23,000		24,499	(b,h)
National Retail Properties Inc.
3.90%	06/15/24		77,000		78,530	(h)
NCL Corporation Ltd.
5.00%	02/15/18		7,000		7,000	(h)
Newfield Exploration Co.
5.63%	07/01/24		36,000		35,618	(h)
5.75%	01/30/22		126,000		124,740	(h)
Newmont Mining Corp.
4.88%	03/15/42		37,000		32,227	(h)
Nexen Energy ULC
6.40%	05/15/37		41,000		51,067	(h)
Noble Energy Inc.
3.90%	11/15/24		56,000		55,347
NRG Energy Inc.
6.25%	07/15/22		98,000		100,205
Omnicom Group Inc.
3.63%	05/01/22		31,000		31,824	(h)
Oracle Corp.
2.25%	10/08/19		187,000		188,336	(h)
3.63%	07/15/23		62,000		65,020	(h)
4.50%	07/08/44		46,000		49,964	(h)
Outfront Media Capital LLC/ Outfront Media Capital Corp.
5.63%	02/15/24		58,000		58,290	(b,h)
Owens & Minor Inc.
3.88%	09/15/21		95,000		96,075
Owens-Brockway Glass Container Inc.
5.00%	01/15/22		39,000		39,780	(b)
5.38%	01/15/25		20,000		20,200	(b)
Pacific Gas & Electric Co.
3.40%	08/15/24		140,000		141,674
PacifiCorp
6.25%	10/15/37		132,000		178,635	(h)
PepsiCo Inc.
4.25%	10/22/44		56,000		58,444
Petrobras International Finance Company S.A.
3.50%	02/06/17		76,000		72,573	(h)
3.88%	01/27/16		34,000		33,364	(h)

		Principal Amount		Fair Value
Petroleos Mexicanos
3.50%	01/30/23	$	41,000	$	39,217	(h)
Philip Morris International Inc.
4.13%	03/04/43		39,000		38,230	(h)
Pitney Bowes Inc.
4.63%	03/15/24		90,000		92,125	(h)
PNC Bank NA
2.40%	10/18/19		260,000		261,092
Post Holdings Inc.
6.75%	12/01/21		59,000		57,230	(b)
Prudential Financial Inc.
5.63%	06/15/43		46,000		47,026	(h,i)
Public Service Electric & Gas Co.
2.38%	05/15/23		117,000		112,520	(h)
Range Resources Corp.
5.75%	06/01/21		49,000		50,593	(h)
Raytheon Co.
4.20%	12/15/44		35,000		36,354
Regency Energy Partners LP/ Regency Energy Finance Corp.
5.00%	10/01/22		131,000		123,795	(h)
Revlon Consumer Products Corp.
5.75%	02/15/21		50,000		50,000	(h)
Roche Holdings Inc.
2.25%	09/30/19		286,000		287,812	(b)
Rockwood Specialties Group Inc.
4.63%	10/15/20		230,000		237,475
Rowan Companies Inc.
4.75%	01/15/24		68,000		64,183	(h)
5.85%	01/15/44		19,000		17,522	(h)
Royal Bank of Canada
1.20%	09/19/18		323,000		321,156	(h)
RSI Home Products Inc.
6.88%	03/01/18		75,000		78,375	(b,h)
Ryder System Inc.
2.45%	09/03/19		116,000		115,183	(h)
Sabine Pass Liquefaction LLC
5.63%	02/01/21		115,000		112,987	(h)
Schaeffler Holding Finance BV
6.25%	Cash/7.00% PIK 11/15/19		200,000		206,000	(b,p)
6.88%	Cash/7.63% PIK 08/15/18		200,000		208,500	(b,h,p)
Scripps Networks Interactive Inc.
2.75%	11/15/19		45,000		45,188

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

31

Elfun Diversified Fund December 31, 2014

		Principal Amount		Fair Value
Seagate HDD Cayman
4.75%	01/01/25	$	71,000	$	73,142	(b,h)
Sealed Air Corp.
4.88%	12/01/22		20,000		19,850	(b)
5.13%	12/01/24		20,000		20,200	(b)
Shell International Finance BV
3.40%	08/12/23		141,000		145,527	(h)
Sinclair Television Group Inc.
5.38%	04/01/21		44,000		43,670
Sinopec Capital 2013 Ltd.
3.13%	04/24/23		200,000		190,679	(b,h)
Spectra Energy Partners LP
4.75%	03/15/24		95,000		101,832	(h)
Sprint Corp.
7.25%	09/15/21		52,000		51,545
Statoil ASA
3.70%	03/01/24		143,000		148,053	(h)
4.80%	11/08/43		48,000		54,574	(h)
Steel Dynamics Inc.
5.13%	10/01/21		58,000		59,087	(b,h)
Sysco Corp.
2.35%	10/02/19		95,000		95,517
3.50%	10/02/24		65,000		66,886
4.35%	10/02/34		35,000		37,681
T-Mobile USA Inc.
6.25%	04/01/21		50,000		51,175	(h)
Talisman Energy Inc.
6.25%	02/01/38		33,000		33,502	(h)
Tampa Electric Co.
4.35%	05/15/44		47,000		50,116	(h)
Tanger Properties LP
3.75%	12/01/24		45,000		45,349
Targa Resources Partners LP/ Targa Resources Partners Finance Corp.
4.13%	11/15/19		100,000		96,250	(b)
Target Corp.
3.50%	07/01/24		106,000		110,046	(h)
Teachers Insurance & Annuity Association of America
4.90%	09/15/44		95,000		105,863	(b)
Teck Resources Ltd.
3.75%	02/01/23		89,000		79,770	(h)
5.40%	02/01/43		39,000		32,963	(h)

		Principal Amount		Fair Value
Tenet Healthcare Corp.
4.75%	06/01/20	$	196,000	$	198,940	(h)
6.00%	10/01/20		96,000		103,088	(h)
Textron Inc.
6.20%	03/15/15		62,000		62,620	(h)
The Allstate Corp.
5.75%	08/15/53		52,000		54,795	(h,i)
The Bank of Tokyo-Mitsubishi UFJ Ltd.
2.35%	09/08/19		210,000		208,604	(b,h)
The Boeing Co.
2.85%	10/30/24		65,000		64,591
The Dow Chemical Co.
3.50%	10/01/24		185,000		183,125
4.25%	10/01/34		90,000		88,393
The Goldman Sachs Group Inc.
2.38%	01/22/18		92,000		92,929	(h)
2.63%	01/31/19		146,000		146,891	(h)
2.90%	07/19/18		62,000		63,605	(h)
4.00%	03/03/24		113,000		117,311	(h)
4.80%	07/08/44		55,000		58,909	(h)
The Korea Development Bank
3.25%	03/09/16		122,000		124,874	(h)
The Kroger Co.
2.95%	11/01/21		65,000		64,467
The Timken Co.
3.88%	09/01/24		73,000		72,887	(b,h)
The Williams Companies Inc.
4.55%	06/24/24		30,000		27,899	(h)
5.75%	06/24/44		93,000		80,897	(h)
8.75%	03/15/32		36,000		42,014	(h)
TIAA Asset Management Finance Company LLC
4.13%	11/01/24		95,000		97,320	(b)
Time Inc.
5.75%	04/15/22		99,000		95,782	(b,h)
Time Warner Cable Inc.
6.55%	05/01/37		28,000		36,050	(h)
Time Warner Inc.
5.35%	12/15/43		85,000		96,541	(h)
Tops Holding Corp.
8.88%	12/15/17		24,000		24,480	(h)
Tyco Electronics Group S.A.
2.35%	08/01/19		95,000		94,913	(h)

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

32

Elfun Diversified Fund December 31, 2014

		Principal Amount		Fair Value
Tyson Foods Inc.
2.65%	08/15/19	$	48,000	$	48,437	(h)
3.95%	08/15/24		32,000		33,079	(h)
5.15%	08/15/44		32,000		35,942	(h)
U.S. Bancorp
3.44%	02/01/16		118,000		120,817	(h)
Ultra Petroleum Corp.
6.13%	10/01/24		99,000		85,140	(b)
Unit Corp.
6.63%	05/15/21		73,000		65,335	(h)
United Rentals North America Inc.
5.75%	07/15/18		74,000		77,145	(h)
6.13%	06/15/23		38,000		39,900	(h)
UnitedHealth Group Inc.
2.30%	12/15/19		93,000		93,384
Vail Resorts Inc.
6.50%	05/01/19		45,000		46,575	(h)
Valeant Pharmaceuticals International Inc.
6.38%	10/15/20		71,000		74,195	(b,h)
6.75%	08/15/18		69,000		73,400	(b,h)
Verizon Communications Inc.
1.35%	06/09/17		230,000		228,936	(h)
3.50%	11/01/24		93,000		91,372
4.15%	03/15/24		93,000		96,277
4.40%	11/01/34		47,000		46,717
5.05%	03/15/34		29,000		30,935	(h)
5.15%	09/15/23		113,000		124,778	(h)
6.55%	09/15/43		53,000		67,901	(h)
Viasystems Inc.
7.88%	05/01/19		44,000		46,420	(b,h)
Volkswagen Group of America Finance LLC
2.13%	05/23/19		234,000		232,772	(b,h)
W.R. Grace & Co.
5.63%	10/01/24		98,000		102,165	(b)
Wal-Mart Stores Inc.
3.30%	04/22/24		78,000		80,536	(h)
4.30%	04/22/44		97,000		105,880	(h)
Walgreens Boots Alliance Inc.
3.80%	11/18/24		94,000		95,871
4.80%	11/18/44		35,000		36,903
Weatherford International Ltd.
5.95%	04/15/42		41,000		34,716	(h)
6.75%	09/15/40		19,000		17,698	(h)

		Principal Amount		Fair Value
Wells Fargo & Co.
4.10%	06/03/26	$	107,000	$	109,360	(h)
5.90%	12/29/49		62,000		62,465	(h,i)
Windstream Corp.
6.38%	08/01/23		73,000		68,255	(h)
WPP Finance 2010
3.75%	09/19/24		95,000		95,351
WPX Energy Inc.
5.25%	01/15/17		75,000		75,750	(h)
Xilinx Inc.
2.13%	03/15/19		48,000		47,692	(h)
XLIT Ltd.
5.25%	12/15/43		64,000		72,335	(h)
Yamana Gold Inc.
4.95%	07/15/24		39,000		38,063
					29,756,414
Non-Agency Collateralized Mortgage Obligations — 1.7%
American Tower Trust I (REIT)
1.55%	03/15/43		117,000		115,615	(b)
Banc of America Commercial Mortgage Trust 2006-4
5.68%	07/10/46		30,000		31,953
Banc of America Commercial Mortgage Trust 2007-1
5.48%	01/15/49		160,000		167,667	(i)
Banc of America Commercial Mortgage Trust 2007-4
5.75%	02/10/51		19,439		21,190	(i)
Banc of America Commercial Mortgage Trust 2008-1
6.24%	02/10/51		199,879		220,616	(i)
Banc of America Merrill Lynch Commercial Mortgage Inc. 2005-1
5.28%	11/10/42		70,000		69,981	(i)
Banc of America Merrill Lynch Commercial Mortgage Inc. 2005-6
5.15%	09/10/47		72,843		74,345	(i)
Banc of America Merrill Lynch Commercial Mortgage Trust 2014-520M
4.18%	08/15/46		38,035		41,199	(b,i)

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

33

Elfun Diversified Fund December 31, 2014

		Principal Amount		Fair Value
Bear Stearns Commercial Mortgage Securities Trust 2005-T18
4.93%	02/13/42	$	14,034	$	14,035	(i)
Bear Stearns Commercial Mortgage Securities Trust 2006-T22
5.58%	04/12/38		40,000		41,746	(i)
Bear Stearns Commercial Mortgage Securities Trust 2007-PW18
6.09%	06/11/50		80,000		88,115	(i)
Citigroup Commercial Mortgage Trust 2014-GC23
4.51%	07/10/47		96,000		89,441	(b,i)
COMM 2005-LP5 Mortgage Trust
4.98%	05/10/43		34,616		34,783	(i)
COMM 2014-CR14 Mortgage Trust
4.53%	02/10/47		55,000		60,168	(i)
COMM 2014-CR19 Mortgage Trust
4.72%	08/10/47		100,000		91,394	(b,i)
4.72%	08/10/47		50,000		52,352	(i)
COMM 2014-CR20 Mortgage Trust
4.51%	11/10/47		48,472		49,258	(i)
COMM 2014-CR21 Morgage Trust
3.99%	12/10/47		93,831		96,774
Credit Suisse Commercial Mortgage Trust 2006-C1
5.47%	02/15/39		160,000		166,368	(i)
Credit Suisse First Boston Mortgage Securities Corp. 2005-9
5.19%	10/25/35		16,138		—	(**,i,q)
GS Mortgage Securities Trust 2011-GC5
3.00%	08/10/44		80,000		82,114
5.31%	08/10/44		30,000		33,852	(b,i)
GS Mortgage Securities Trust 2014-GC20
4.26%	04/10/47		50,000		53,439
GS Mortgage Securities Trust 2014-GC24
4.53%	09/10/47		173,000		156,142	(b,i)

		Principal Amount		Fair Value
GS Mortgage Securities Trust 2014-NEW
3.79%	01/10/31	$	100,000	$	100,458	(b)
JP Morgan Chase Commercial Mortgage Securities Trust 2007-CB18
5.44%	06/12/47		96,322		102,417
JPMBB Commercial Mortgage Securities Trust 2013-C12
4.03%	07/15/45		25,000		26,621	(i)
JPMBB Commercial Mortgage Securities Trust 2013-C15
5.08%	11/15/45		40,000		43,574	(i)
JPMBB Commercial Mortgage Securities Trust 2013-C17
4.89%	01/15/47		71,000		75,743	(i)
JPMBB Commercial Mortgage Securities Trust 2014-C18
4.81%	02/15/47		50,000		52,953	(i)
LB-UBS Commercial Mortgage Trust 2004-C8
0.66%	12/15/39		58,975		248	(b,g,i)
LB-UBS Commercial Mortgage Trust 2005-C5
4.95%	09/15/30		33,560		33,727
LB-UBS Commercial Mortgage Trust 2006-C1
5.16%	02/15/31		78,138		80,026
LB-UBS Commercial Mortgage Trust 2006-C4
5.83%	06/15/38		28,752		30,201	(i)
LB-UBS Commercial Mortgage Trust 2007-C6
6.11%	07/15/40		100,000		108,405	(i)
6.11%	07/15/40		120,000		129,902	(b)
MASTR Alternative Loan Trust 2003-5
5.00%	08/25/18		7,415		532	(g)
ML-CFC Commercial Mortgage Trust 2006-3
5.46%	07/12/46		110,000		116,770	(i)
Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10
4.08%	07/15/46		89,000		90,329	(i)

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

34

Elfun Diversified Fund December 31, 2014

		Principal Amount		Fair Value
Morgan Stanley Bank of America Merrill Lynch Trust 2014-C19
3.25%	12/15/47	$	100,000	$	80,834	(b)
Morgan Stanley Capital I Trust 2005-T17
4.84%	12/13/41		60,432		60,607	(i)
Morgan Stanley Capital I Trust 2006-IQ11
5.66%	10/15/42		40,000		41,070	(i)
Morgan Stanley Capital I Trust 2006-T21
5.16%	10/12/52		100,000		102,533	(i)
5.27%	10/12/52		55,000		56,797	(i)
Morgan Stanley Capital I Trust 2006-T23
5.81%	08/12/41		30,000		31,475	(i)
Morgan Stanley Capital I Trust 2007-IQ16
6.08%	12/12/49		80,000		87,169	(i)
Morgan Stanley Capital I Trust 2008-T29
6.28%	01/11/43		50,000		55,769	(i)
Wells Fargo Commercial Mortgage Trust 2014-LC18
3.96%	12/15/47		93,627		79,404	(b,i)
WFRBS Commercial Mortgage Trust 2013-C17
4.26%	12/15/46		55,000		59,111
5.13%	12/15/46		40,000		39,735	(b,i)
WFRBS Commercial Mortgage Trust 2014-C19
4.72%	03/15/47		65,000		70,694	(i)
WFRBS Commercial Mortgage Trust 2014-C22
3.91%	09/15/57		56,723		49,608	(b,i)
WFRBS Commercial Mortgage Trust 2014-LC14
4.35%	03/15/47		123,000		132,645	(i)
					3,791,904
Sovereign Bonds — 0.4%
Government of Argentina
2.50%	12/31/38		9		5	(n)
Government of Chile
3.63%	10/30/42		27,000		24,502	(h)

		Principal Amount		Fair Value
Government of Colombia
2.63%	03/15/23	$	200,000	$	185,700
Government of Mexico
3.60%	01/30/25		205,000		204,282
4.00%	10/02/23		46,000		47,725	(h)
4.75%	03/08/44		176,000		183,480	(h)
Government of Peru
5.63%	11/18/50		15,000		17,663
Government of Turkey
3.25%	03/23/23		200,000		189,750	(h)
					853,107
Municipal Bonds and Notes — 0.2%
American Municipal Power Inc.
6.27%	02/15/50		50,000		64,000
Municipal Electric Authority of Georgia
6.64%	04/01/57		54,000		71,589
New Jersey Transportation Trust Fund Authority
6.88%	12/15/39		15,000		16,736
Port Authority of New York & New Jersey
4.46%	10/01/62		95,000		100,836
South Carolina State Public Service Authority
6.45%	01/01/50		40,000		54,767
State of California
5.70%	11/01/21		55,000		65,157
					373,085
FNMA – 0.0%*
Lehman TBA
5.50%	TBA		49,568		12,392	(n,q)
Total Bonds and Notes (Cost $69,915,577)					70,735,256

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

35

Elfun Diversified Fund December 31, 2014

	Number of Shares		Fair Value
Exchange Traded Funds — 3.6%
Financial Select Sector SPDR Fund		9,369	$	231,695	(o)
Industrial Select Sector SPDR Fund		16,146		913,379	(o)
Vanguard FTSE Emerging Markets ETF		175,136		7,008,943
Total Exchange Traded Funds (Cost $8,015,647)				8,154,017
Total Investments in Securities (Cost $185,373,645)				205,199,721
Short-Term Investments — 13.2%
State Street Institutional U.S. Government Money Market Fund — Premier Class
0.00% (Cost $30,414,288)				30,414,288	(d,h,o)
Total Investments (Cost $215,787,933)				235,614,009
Liabilities in Excess of Other Assets, net — (2.4)%				(5,490,732)
NET ASSETS — 100.0%			$	230,123,277

Other Information:

The Fund had the following long futures contracts open at December 31, 2014:

Description	Expiration date	Number of Contracts		Current Notional Value		Unrealized Appreciation (Depreciation)
EURO Stoxx 50 Index Futures	March 2015		11	$	417,020	$	(1,955)
FTSE 100 Index Futures	March 2015		1		101,702		1,782

Description	Expiration date	Number of Contracts		Current Notional Value		Unrealized Appreciation (Depreciation)
S&P Mid 400 Emini Index Futures	March 2015		49	$	7,098,140	$	165,747
Topix Index Futures	March 2015		3		352,183		7,356
U.S. Long Bond Futures	March 2015		14		2,023,875		(5,746)
Ultra Long-Term U.S. Treasury Bond Futures	March 2015		1		165,187		6,966
2 Yr. U.S. Treasury Notes Futures	March 2015		40		8,743,750		(12,309)
						$	161,841

The Fund had the following short futures contracts open at December 31, 2014:

Description	Expiration date	Number of Contracts		Current Notional Value		Unrealized Appreciation (Depreciation)
S&P 500 Emini Index Futures	March 2015		6	$	(615,720)	$	4,401
5 Yr. U.S. Treasury Notes Futures	March 2015		9		(1,070,367)		(1,122)
10 Yr. U.S. Treasury Notes Futures	March 2015		55		(6,973,828)		(20,038)
						$	(16,759)
						$	145,082

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

36

Elfun Diversified Fund December 31, 2014

The Fund was invested in the following countries at December 31, 2014 (unaudited):

Country	Percentage (based on Fair Value)
United States		77.36%
Japan		5.67%
United Kingdom		2.97%
France		2.71%
Germany		2.56%
Canada		1.36%
Switzerland		1.22%
China		0.79%
Netherlands		0.76%
Sweden		0.76%
Hong Kong		0.50%
India		0.49%
Australia		0.43%
Italy		0.39%
Belgium		0.35%
Mexico		0.35%
South Korea		0.31%
Taiwan		0.28%
Luxembourg		0.17%
Supranational		0.12%
Colombia		0.09%
Norway		0.09%
Turkey		0.08%
Cayman Islands		0.06%
Denmark		0.06%
Brazil		0.05%
Chile		0.01%
Peru		0.01%
Bermuda		0.00%	***
Argentina		0.00%	***
		100.00%

The Fund’s % share of investment in the various categories, based on Fair Value, is as follows at December 31, 2014 (unaudited):

Equity Securities
Industry	Domestic		Foreign		Total
Diversified Banks		2.06%		2.29%		4.35%
Pharmaceuticals		2.52%		1.80%		4.32%
Exchange Traded Funds		3.46%		0.00%		3.46%
Technology Hardware, Storage & Peripherals		2.37%		0.00%		2.37%
Integrated Oil & Gas		1.55%		0.74%		2.29%
Communications Equipment		1.68%		0.38%		2.06%
Aerospace & Defense		1.52%		0.52%		2.04%
Biotechnology		1.60%		0.17%		1.77%
Internet Software & Services		1.05%		0.70%		1.75%
Asset Management & Custody Banks		1.68%		0.00%		1.68%
Healthcare Equipment		1.36%		0.00%		1.36%
Cable & Satellite		1.33%		0.00%		1.33%
Multi-Line Insurance		1.07%		0.24%		1.31%
Automobile Manufacturers		0.20%		1.05%		1.25%
Oil & Gas Equipment & Services		0.88%		0.29%		1.17%
Soft Drinks		1.07%		0.00%		1.07%
Industrial Machinery		0.27%		0.64%		0.91%
General Merchandise Stores		0.90%		0.00%		0.90%
Diversified Real Estate Activities		0.00%		0.88%		0.88%
Life & Health Insurance		0.13%		0.70%		0.83%
Movies & Entertainment		0.72%		0.00%		0.72%
Specialized Finance		0.70%		0.00%		0.70%
Drug Retail		0.70%		0.00%		0.70%
Electrical Components & Equipment		0.03%		0.66%		0.69%
Home Improvement Retail		0.69%		0.00%		0.69%
Internet Retail		0.26%		0.36%		0.62%
Property & Casualty Insurance		0.00%		0.62%		0.62%
Packaged Foods & Meats		0.40%		0.20%		0.60%
Research & Consulting Services		0.45%		0.14%		0.59%
Application Software		0.25%		0.32%		0.57%
Consumer Finance		0.56%		0.00%		0.56%
Wireless Telecommunication Services		0.00%		0.55%		0.55%
Healthcare Services		0.27%		0.28%		0.55%
Specialized REITs		0.55%		0.00%		0.55%

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

37

Elfun Diversified Fund December 31, 2014

Industry	Domestic		Foreign		Total
Electronic Equipment & Instruments		0.00%		0.51%		0.51%
Airlines		0.34%		0.15%		0.49%
Semiconductor Equipment		0.16%		0.33%		0.49%
Semiconductors		0.00%		0.48%		0.48%
Agricultural Products		0.45%		0.00%		0.45%
Auto Parts & Equipment		0.09%		0.36%		0.45%
Data Processing & Outsourced Services		0.44%		0.00%		0.44%
Specialty Chemicals		0.13%		0.31%		0.44%
Fertilizers & Agricultural Chemicals		0.38%		0.00%		0.38%
Regional Banks		0.37%		0.00%		0.37%
Electronic Components		0.00%		0.37%		0.37%
Brewers		0.00%		0.35%		0.35%
Industrial Gases		0.00%		0.33%		0.33%
Broadcasting		0.31%		0.00%		0.31%
Other Diversified Financial Services		0.00%		0.29%		0.29%
Apparel, Accessories & Luxury Goods		0.00%		0.28%		0.28%
Railroads		0.08%		0.20%		0.28%
Construction Materials		0.00%		0.26%		0.26%
Investment Banking & Brokerage		0.25%		0.00%		0.25%
Integrated Telecommunication Services		0.25%		0.00%		0.25%
Healthcare Distributors		0.25%		0.00%		0.25%
Independent Power Producers & Energy Traders		0.24%		0.00%		0.24%
Electric Utilities		0.16%		0.08%		0.24%
Diversified Metals & Mining		0.00%		0.24%		0.24%
Specialty Stores		0.24%		0.00%		0.24%
Systems Software		0.23%		0.00%		0.23%
Building Products		0.00%		0.22%		0.22%
Advertising		0.00%		0.21%		0.21%
Casinos & Gaming		0.15%		0.05%		0.20%
Automotive Retail		0.20%		0.00%		0.20%
Oil & Gas Exploration & Production		0.11%		0.08%		0.19%
Healthcare Supplies		0.19%		0.00%		0.19%
Air Freight & Logistics		0.17%		0.00%		0.17%
Heavy Electrical Equipment		0.00%		0.17%		0.17%
Human Resource & Employment Services		0.00%		0.16%		0.16%

Industry	Domestic		Foreign		Total
Apparel Retail		0.00%		0.16%		0.16%
Household Products		0.08%		0.06%		0.14%
Construction & Engineering		0.00%		0.14%		0.14%
Commodity Chemicals		0.10%		0.00%		0.10%
Life Sciences Tools & Services		0.08%		0.00%		0.08%
Publishing		0.02%		0.00%		0.02%
						57.07%

Bonds and Notes
Sector	Percentage (based on Fair Value)
Corporate Notes		12.63%
Agency Mortgage Backed		8.92%
U.S. Treasuries		6.19%
Non-Agency Collateralized Mortgage Obligations		1.61%
Sovereign Bonds		0.36%
Municipal Bonds and Notes		0.16%
Agency Collateralized Mortgage Obligations		0.13%
Asset Backed		0.01%
FNMA		0.01%
		30.02%
Short-Term Investments
Short-Term Investments		12.91%
		12.91%
		100.00%

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

38

(Unaudited)

Michael J.Caufield

Senior Vice President

The Elfun Tax-Exempt Income Fund is managed by Michael J. Caufield. See portfolio managers’ biographical information beginning on page 124.

Q. How did the Elfun Tax-Exempt Income Fund perform compared to its benchmark and Morningstar peer group for the twelve-month period ended December 31, 2014?

A. For the twelve-month period ended December 31, 2014, the Elfun Tax-Exempt Income Fund returned 9.85%. The Barclay’s Capital U.S. Municipal Bond Index (the Index), the Fund’s benchmark, returned 9.05% and the Fund’s Morningstar peer group of 221 U.S. Long-term Municipal Bond funds returned an average of 10.49% over the same period.

Q. What market conditions affected the Fund’s performance?

A. Throughout the early months of 2014 the market listened to the Federal Reserve’s forward guidance, prepared itself for higher rates, witnessed the successive tapering process, and then was taken by surprise as global weakness and declining inflation drove interest rates lower. The return of the individual investor was a significant factor in the municipal bond market for 2014 as tax-exempt open ended mutual funds reversed the massive outflow trend of 2013 and reported net inflows exceeding $21 billion. Municipal yields responded favorably as improving credit trends combined with limited new issuance to mitigate the risk premium in

the market. The municipal yield curve, given a favorable technical climate, characterized by broad based demand, tightened significantly over the course of the year. Longer maturities were the top performing segment of the yield curve, attracting considerable capital which drove rates 165 basis points lower. Longer assets and lower credit were the clear winners in 2014 as all forms of risk were greatly rewarded. The Fund was well positioned for a curve flattening scenario and benefitted from its diverse positioning favoring the 15-20 year sector. The Funds’ credit exposure, on the other hand, was underweight compared to the Index, as well as that of its peers, slightly constraining return potential. Overall, however, our approach remained consistent to our conservative, long term commitment to high grade credit quality and the maximization of tax-exempt income.

Q. What were the primary drivers of Fund performance?

A. Curve and duration were the primary drivers of Fund returns for 2014. From the outset of the year our duration strategy was implemented to take advantage of one of the steepest yields curves in recent memory. The Fund’s exposure initially exceeded the duration of the Index by roughly three quarters of a year and was maintained between one half and six tenths of a year throughout the period. The majority of our interest rate risk budget was diversely positioned across the 15-25 year segment, which possessed the best risk reward

39

(Unaudited)

characteristics, relative to our objectives, at the time. Sector selection emphasizing essential service revenue supported debt, continued to be a strong contributor, as that sector outperformed General Obligation debt by over 300 basis points.

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

A. Active management of the Fund’s interest rate risk profile was a key strategy utilized over the course of the year. While longer fund duration was maintained given sound fundamentals, risk was managed within a narrow band. In response to spike in new issue activity in early December we adopted a more conservative approach and we reduced the Fund’s interest rate exposure by one-half year. On the selection front we added to the Fund’s weighting in California and were rewarded with a credit rating upgrade to the AA level by both rating agencies. As the market hit new lows in yield causing investors to reach for yield in a limited supply environment, we were active sellers of lower rated credits, reducing exposure to just 3.5% of Fund holdings. In addition, recognizing the challenges placed upon the health care industry by the Affordable Care Act, we reduced the Fund’s overall exposure from an Index overweight to an underweighted position, removing stand -alone hospitals while restricting the Fund’s participation to larger, regional and national system providers and major teaching affiliated facilities.

40

(Unaudited)

Understanding Your Fund’s Expenses

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

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors in units of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended December 31, 2014.

Actual Expenses

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

period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs, such as sales charges or redemption fees, if any. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

July 1, 2014 – December 31, 2014

	Account value at the beginning of the period ($)		Account value at the end of the period ($)		Expenses paid during the period ($)*
Actual Fund Return		1,000.00		1,032.00		0.82
Hypothetical 5% Return (2.5% for the period)		1,000.00		1,024.40		0.82

* Expenses are equal to the Fund’s annualized net expense ratio of 0.16%** (for the period July 1, 2014 – December 31, 2014), multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

** May differ from expense ratio disclosed in the financial highlights, which is calculated based on the entire fiscal year’s data.

41

(Unaudited)

Investment Profile

A mutual fund designed for investors who seek as high a level of current interest income exempt from federal income taxation as is available from a concentration of investments in municipal bonds consistent with prudent investment management and the preservation of capital. The Fund seeks to achieve its investment objective by investing primarily in investment-grade municipal obligations.

Quality Ratings

as of December 31, 2014 as a % of Investments^(b)

Moody’s / S&P Rating*	Percentage of Fair Value
Aaa / AAA		11.23%
Aa / AA		51.47%
A / A		32.41%
Baa / BBB		2.76%
Ba / BB and lower		1.24%
NR / Other		0.89%
		100.00%

Sector Allocation

as a % of Investments of $1,637,097 (in thousands) on December 31, 2014^(b)

Morningstar Performance Comparison

Based on average annual returns for periods ended December 31, 2014

	One Year			Five Year			Ten Year
Number of funds in peer group		221			185			151
Peer group average annual total return		10.49	%		5.24	%		4.15	%
Morningstar Category in peer group: Muni National Long

Change in Value of a $10,000 Investment^(a)

Average Annual Total Return

for the periods ended December 31, 2014

(Inception date: 01/01/80)
	One Year		Five Year		Ten Year		Ending value of a $10,000 investment (a)
Elfun Tax-Exempt Income Fund		9.85%		4.98%		4.68%		$15,804
Barclays U.S. Municipal Bond Index		9.05%		5.16%		4.74%		$15,885

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

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

* Moody’s Investors Services, Inc. (“Moody’s”) and Standard & Poor’s Corporation (“S&P”) are nationally recognized statistical rating organizations. The quality ratings represent the lower of Moody’s or S&P credit ratings. When a rating from only one of the rating agencies is available, that rating is used. Securities not rated by Moody’s or S&P are categorized as not rated. Credit qualitymeasures a bond issuer’s ability to repay interest and principal in a timely manner. Credit quality ratings assigned by a rating agency are subject to change periodically and are not absolute standards of quality. In formulating investment decisions for the Fund, GEAM develops its own analysis of the credit quality and risks associated with individual debt instruments, rather than relying exclusively on rating agency ratings.

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

Past performance does not predict future performance. The performance shown in the graphs and tables does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

42

Elfun Tax-Exempt Income Fund December 31, 2014

		Principal Amount		Fair Value
Municipal Bonds and Notes – 99.0%†
Alaska — 0.2%
Alaska Housing Finance Corp.
5.00%	12/01/27	$	2,500,000	$	2,925,475
Arizona – 3.1%
Arizona Department of Transportation State Highway Fund Revenue
5.00%	07/01/33		15,000,000		17,897,850	(c)
Arizona Health Facilities Authority
4.00%	01/01/44		5,000,000		5,048,900
City of Phoenix
5.00%	07/01/19		5,000,000		5,515,900	(h)
Phoenix Civic Improvement Corp. (FGIC Insured)
5.50%	07/01/23 -07/01/24		7,260,000		9,243,598	(m)
Salt River Project Agricultural Improvement & Power District
5.00%	12/01/21		10,000,000		11,845,800
University Medical Center Corp.
6.50%	07/01/39		1,000,000		1,165,510
					50,717,558
California – 12.1%
Bay Area Toll Authority
4.00%	04/01/31		4,000,000		4,336,840
5.00%	04/01/31		10,000,000		10,583,300	(l)
California Educational Facilities Authority
5.00%	10/01/32		5,255,000		6,966,869
5.25%	10/01/39		6,000,000		6,819,060
6.13%	10/01/36		1,500,000		1,828,875
California Health Facilities Financing Authority
5.50%	08/15/26		5,000,000		5,953,200
6.00%	07/01/39		5,000,000		5,717,700
6.50%	10/01/33		3,500,000		4,209,870	(l)

		Principal Amount		Fair Value
California State Department of Water Resources
5.00%	05/01/21 -12/01/21	$	6,585,000	$	7,967,680
California State Public Works Board
5.00%	10/01/28		1,500,000		1,745,235
5.13%	10/01/31		2,000,000		2,304,780
5.25%	09/01/29		10,160,000		12,103,709
6.00%	04/01/26		8,475,000		10,121,523
Coast Community College District (AGMC Insured)
5.00%	08/01/33		8,750,000		9,742,600	(h,m)
Foothill-De Anza Community College District (AMBAC Insured)
4.50%	08/01/31		2,600,000		2,795,858	(h,m)
Los Angeles Community College District
4.00%	08/01/39		5,000,000		5,272,500	(c)
Los Angeles Harbor Department
5.00%	08/01/26		8,000,000		9,305,120
Metropolitan Water District of Southern California
5.00%	07/01/35		5,000,000		5,293,500
Sacramento County Sanitation Districts Financing Authority
5.00%	12/01/44		2,000,000		2,299,040
San Diego Community College District
5.00%	08/01/41		10,000,000		11,408,200	(h)
San Diego County Regional Transportation Commission
4.75%	04/01/48		4,000,000		4,512,680
State of California
5.00%	02/01/31 - 12/01/43		18,220,000		20,756,985	(h)
5.00%	08/01/31		10,000,000		11,881,600
5.25%	04/01/35 - 11/01/40		12,750,000		14,743,105	(h)
State of California Department of Water Resources
5.00%	12/01/29		9,000,000		11,113,920

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

43

Elfun Tax-Exempt Income Fund December 31, 2014

		Principal Amount		Fair Value
University of California
5.00%	05/15/38	$	4,000,000	$	4,603,360
University of California (AMBAC Insured)
5.00%	05/15/34		2,225,000		2,226,780	(m)
					196,613,889
Colorado — 2.1%
Metro Wastewater Reclamation District
5.00%	04/01/27		1,730,000		2,057,437
Regional Transportation District
4.25%	11/01/36		3,405,000		3,974,997
5.00%	11/01/27 - 11/01/29		20,015,000		24,959,171
5.38%	06/01/31		2,500,000		2,839,425
					33,831,030
Connecticut — 4.5%
Connecticut State Health & Educational Facility Authority
5.00%	07/01/40		7,775,000		8,556,154
Greater New Haven Water Pollution Control Authority
4.00%	08/15/35		1,500,000		1,559,460
Hartford County Metropolitan District
5.00%	11/01/42		10,000,000		11,551,700
South Central Connecticut Regional Water Authority
5.00%	08/01/27 -08/01/44		4,545,000		5,280,264
State of Connecticut
5.00%	01/01/22 - 01/01/24		8,600,000		10,215,072
State of Connecticut Special Tax Revenue
5.00%	11/01/26 - 09/01/34		30,250,000		35,240,565
Town of Fairfield
5.00%	08/01/21		1,000,000		1,202,230	(h)
					73,605,445
Delaware — 1.2%
County of New Castle
5.00%	07/15/33 - 07/15/39		10,000,000		11,077,380	(h)

		Principal Amount		Fair Value
Delaware State Health Facilities Authority
5.00%	10/01/40	$	6,800,000	$	7,470,140
State of Delaware
5.00%	07/01/28		1,000,000		1,180,200	(h)
					19,727,720
District of Columbia — 1.6%
District of Columbia
5.00%	06/01/38		3,000,000		3,488,340	(h)
5.50%	04/01/36		15,000,000		17,066,100
District of Columbia Water & Sewer Authority
5.25%	10/01/29		5,000,000		5,765,350	(h,l)
					26,319,790
Florida — 0.7%
Brevard County Health Facilities Authority
7.00%	04/01/39		1,000,000		1,236,490	(l)
City of Tampa Water & Wastewater System Revenue
5.00%	10/01/27		8,560,000		10,017,597
					11,254,087
Georgia — 6.5%
Athens-Clarke County Unified Government Development Authority
5.00%	06/15/31		6,050,000		6,710,297
Athens-Clarke County Unified Government Water & Sewerage Revenue
5.50%	01/01/38		7,000,000		7,997,710
City of Atlanta Department of Aviation
5.00%	01/01/25 - 01/01/34		20,500,000		24,007,975
City of Atlanta Water & Wastewater Revenue
5.25%	11/01/30		5,690,000		6,806,890
6.25%	11/01/39		10,000,000		11,917,700
City of Atlanta Water & Wastewater Revenue (AGMC Insured)
5.75%	11/01/27 - 11/01/30		9,500,000		12,672,105	(m)

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

44

Elfun Tax-Exempt Income Fund December 31, 2014

		Principal Amount		Fair Value
DeKalb Newton & Gwinnett Counties Joint Development Authority
6.00%	07/01/34	$	8,500,000	$	9,716,265
Fayette County School District (AGMC Insured)
4.80%	03/01/22		2,520,000		2,652,199	(h,l,m)
4.85%	03/01/23		2,290,000		2,411,439	(h,l,m)
Municipal Electric Authority of Georgia
5.25%	01/01/19		2,490,000		2,857,275
Private Colleges & Universities Authority (MBIA Insured)
6.50%	11/01/15		1,095,000		1,151,732	(k,m)
State of Georgia
4.00%	07/01/32		3,350,000		3,669,557	(h)
4.50%	01/01/29		3,000,000		3,359,340	(h)
5.00%	08/01/22		4,460,000		4,952,339	(h,l)
5.00%	08/01/22 - 01/01/26		4,790,000		5,395,223	(h)
					106,278,046
Hawaii — 1.8%
City & County of Honolulu
5.00%	04/01/33		10,000,000		11,255,700	(h)
State of Hawaii Airports System Revenue
5.25%	07/01/24		15,800,000		18,518,232
					29,773,932
Idaho — 1.4%
Idaho Health Facilities Authority
6.75%	11/01/37		4,000,000		4,656,680
Idaho Housing & Finance Assoc. (MBIA Insured)
5.00%	07/15/22 - 07/15/24		17,625,000		18,697,731	(m)
					23,354,411
Illinois — 2.0%
City of Chicago O’Hare International Airport Revenue
5.63%	01/01/35		5,000,000		5,731,950
5.75%	01/01/39		11,500,000		13,323,440

		Principal Amount		Fair Value
Metropolitan Pier & Exposition Authority (MBIA Insured)
3.62%	06/15/22	$	4,305,000	$	4,422,570	(m)
5.40%	06/15/19		4,000,000		4,377,680	(m)
Southwestern Illinois Development Authority (MBIA Insured)
5.00%	10/01/21		4,000,000		4,653,960	(m)
					32,509,600
Indiana — 0.8%
City of Whiting
1.85%	06/01/44		2,500,000		2,518,075
Indiana Municipal Power Agency
5.50%	01/01/27		2,500,000		2,870,875
Indianapolis Local Public Improvement Bond Bank
5.75%	01/01/38		7,000,000		7,949,130
					13,338,080
Iowa — 1.0%
Iowa Finance Authority
5.00%	12/01/19		10,000,000		10,559,300
5.25%	12/01/25		5,000,000		5,417,300
					15,976,600
Kentucky — 1.3%
Kentucky State Property & Building Commission (AGC Insured)
5.25%	02/01/27		10,665,000		12,057,636	(m)
Louisville & Jefferson County Metropolitan Sewer District
5.00%	05/15/30		8,040,000		9,315,867
					21,373,503
Louisiana — 1.6%
City of New Orleans LA Sewerage Service Revenue
5.00%	06/01/44		5,100,000		5,639,376

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

45

Elfun Tax-Exempt Income Fund December 31, 2014

		Principal Amount		Fair Value
East Baton Rouge Sewerage Commission
5.00%	02/01/39	$	4,000,000	$	4,645,440
Louisiana Local Government Environmental Facilities & Community Development Authority
5.00%	02/01/44		4,000,000		4,482,520
State of Louisiana
5.00%	09/01/19		10,050,000		11,683,929	(h)
					26,451,265
Maine — 0.3%
Maine Health & Higher Educational Facilities Authority
5.25%	07/01/21		270,000		323,919	(l)
5.25%	07/01/21		1,520,000		1,787,566
Maine Turnpike Authority
5.00%	07/01/42		1,000,000		1,129,630
6.00%	07/01/34		1,250,000		1,465,275
					4,706,390
Maryland — 3.4%
City of Baltimore
5.00%	07/01/38		9,375,000		10,802,437
County of Baltimore
5.00%	02/01/23		7,525,000		9,099,983	(h)
County of Prince George’s
5.00%	09/15/24 - 09/15/25		8,790,000		10,570,049	(h)
Maryland Economic Development Corp.
5.75%	06/01/35		3,000,000		3,218,040
Maryland Health & Higher Educational Facilities Authority
5.00%	07/01/34 - 10/01/45		7,400,000		8,234,548
State of Maryland
5.00%	11/01/18		4,000,000		4,589,960	(h)
Washington Suburban Sanitary Commission
4.50%	06/01/26		8,470,000		9,429,143	(h)
					55,944,160

		Principal Amount		Fair Value
Massachusetts — 5.9%
Commonwealth of Massachusetts
5.00%	06/15/27	$	15,000,000	$	18,419,400
Massachusetts Department of Transportation
5.00%	01/01/37		11,130,000		12,105,322
Massachusetts Development Finance Agency
5.00%	10/01/46		6,250,000		7,156,312
Massachusetts Health & Educational Facilities Authority
5.00%	07/01/34 - 07/15/35		17,000,000		18,641,680
5.50%	11/15/36		4,000,000		4,666,320
5.75%	07/01/39		5,000,000		5,537,700
Massachusetts School Building Authority
5.00%	08/15/28 - 05/15/43		8,170,000		9,548,680
Massachusetts Water Resources Authority
5.00%	08/01/32 - 08/01/41		7,140,000		8,277,624
6.50%	07/15/19		10,275,000		11,542,524	(k)
					95,895,562
Michigan — 1.0%
Lansing Board of Water & Light
5.00%	07/01/37		3,500,000		3,925,110
State of Michigan (AGMC Insured)
5.25%	09/15/27		5,000,000		5,536,100	(m)
State of Michigan Trunk Line Revenue
5.50%	11/01/18		6,000,000		6,955,380
					16,416,590
Minnesota — 0.1%
University of Minnesota
5.00%	01/01/39		1,250,000		1,453,125

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

46

Elfun Tax-Exempt Income Fund December 31, 2014

		Principal Amount		Fair Value
Missouri — 1.9%
Bi-State Development Agency of the Missouri- Illinois Metropolitan District
5.00%	10/01/44	$	8,010,000	$	8,938,439
Metropolitan St. Louis Sewer District
5.00%	05/01/34 - 05/01/43		7,500,000		8,631,625
Missouri Highway & Transportation Commission
5.00%	05/01/21		4,610,000		5,408,682
Missouri Joint Municipal Electric Utility Commission
5.00%	01/01/34		1,950,000		2,253,537
5.75%	01/01/29		4,500,000		4,744,080	(l)
Missouri State Environmental Improvement & Energy Resources Authority
5.00%	01/01/24		525,000		526,481
					30,502,844
Nebraska — 0.7%
Omaha Public Power District
4.00%	02/01/34 - 02/01/36		11,000,000		11,630,680
Nevada — 0.5%
City of Las Vegas (AGMC Insured)
5.55%	06/01/16		1,305,000		1,330,722	(m)
Las Vegas Valley Water District
5.00%	06/01/31		6,360,000		7,544,486	(c)
					8,875,208
New Jersey — 5.6%
Cape May County Municipal Utilities Authority (AGMC Insured)
5.75%	01/01/15		5,000,000		5,000,000	(h,m)

		Principal Amount		Fair Value
5.75%	01/01/16	$	3,500,000	$	3,689,490	(m)
New Jersey Economic Development Authority
5.50%	12/15/29		5,000,000		5,600,000
New Jersey Educational Facilities Authority
6.00%	12/01/17		10,000,000		11,224,500	(k)
New Jersey Higher Education Student Assistance Authority
5.63%	06/01/30		7,500,000		8,338,800
New Jersey State Turnpike Authority
5.00%	01/01/33 - 01/01/38		15,000,000		17,222,850
5.25%	01/01/40		10,000,000		11,133,600
New Jersey State Turnpike Authority (AMBAC Insured)
6.50%	01/01/16		13,610,000		14,008,063	(k,m)
6.50%	01/01/16		5,135,000		5,441,919	(m)
New Jersey Transportation Trust Fund Authority
5.25%	06/15/36		8,600,000		9,491,390
					91,150,612
New Mexico — 1.5%
New Mexico Finance Authority
5.00%	06/15/18 - 06/15/23		9,200,000		10,602,470
5.00%	12/15/26		12,000,000		13,047,000	(l)
					23,649,470
New York — 8.6%
Long Island Power Authority
6.00%	05/01/33		7,500,000		8,789,550
Metropolitan Transportation Authority
5.00%	11/15/29		5,000,000		5,929,750
Nassau County Sewer & Storm Water Finance Authority
5.00%	10/01/29 - 10/01/30		2,975,000		3,580,324
New York City Transitional Finance Authority Building Aid Revenue
5.50%	07/15/31		10,000,000		11,302,100

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

47

Elfun Tax-Exempt Income Fund December 31, 2014

		Principal Amount		Fair Value
New York City Transitional Finance Authority Future Tax Secured Revenue
5.00%	11/01/21 - 11/01/39	$	28,220,000	$	32,732,689
New York City Water & Sewer System
5.00%	06/15/36 - 06/15/45		17,000,000		19,632,640
New York Liberty Development Corp.
5.00%	11/15/44		5,000,000		5,543,600
5.13%	01/15/44		10,000,000		11,003,900
New York State Dormitory Authority
5.00%	07/01/44		1,000,000		1,131,400	(c)
5.50%	07/01/36 - 05/01/37		4,000,000		4,569,085
6.00%	07/01/40		2,000,000		2,346,700
New York State Thruway Authority
5.00%	05/01/19		6,000,000		6,866,880
New York State Urban Development Corp.
5.50%	01/01/19		9,000,000		10,463,760
Port Authority of New York & New Jersey
5.00%	09/01/36		1,000,000		1,172,910
Triborough Bridge & Tunnel Authority
5.00%	11/15/26		10,000,000		11,339,300
Westchester County Healthcare Corp.
6.13%	11/01/37		2,500,000		2,895,400
					139,299,988
North Carolina — 2.3%
Cape Fear Public Utility Authority Water & Sewer System Revenue
5.00%	06/01/40		1,215,000		1,417,103
City of Charlotte
5.00%	06/01/23		4,320,000		5,089,521	(h)
City of Charlotte NC Storm Water Revenue
4.00%	12/01/43		3,790,000		4,005,878

		Principal Amount		Fair Value
City of Charlotte Water & Sewer System Revenue
5.00%	07/01/38	$	5,000,000	$	5,592,200
North Carolina Eastern Municipal Power Agency
5.00%	01/01/26		5,000,000		5,643,600
North Carolina State University at Raleigh
5.00%	10/01/42		2,500,000		2,898,300
North Carolina Turnpike Authority
5.00%	07/01/30		3,230,000		3,721,154
State of North Carolina
4.75%	05/01/30		4,130,000		4,655,832
University of North Carolina at Greensboro
5.00%	04/01/36		4,000,000		4,507,480
					37,531,068
Ohio — 5.1%
American Municipal Power Inc.
5.00%	02/15/38		5,000,000		5,415,150
City of Cincinnati Water System Revenue
5.00%	12/01/36		2,500,000		2,893,950
City of Cleveland Airport System Revenue
5.00%	01/01/29 - 01/01/31		4,225,000		4,666,366
City of Columbus
5.00%	07/01/26 - 08/15/30		28,790,000		34,769,807	(h)
City of Columbus Sewerage Revenue
4.50%	06/01/32		700,000		746,242
4.75%	06/01/31		5,000,000		5,562,500	(l)
Cuyahoga Community College District
5.00%	08/01/26		1,800,000		2,037,726
Northeast Ohio Regional Sewer District
5.00%	11/15/38		12,000,000		13,790,880
Ohio Higher Educational Facility Commission
6.25%	05/01/38		5,000,000		5,789,500

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

48

Elfun Tax-Exempt Income Fund December 31, 2014

		Principal Amount		Fair Value
Ohio State Turnpike Commission
5.25%	02/15/39	$	6,000,000	$	6,895,200
					82,567,321
Oklahoma — 0.8%
Oklahoma Capital Improvement Authority
5.00%	07/01/28 - 07/01/29		5,000,000		6,021,730
Oklahoma Municipal Power Authority (FGIC Insured)
4.50%	01/01/47		2,000,000		2,033,040	(m)
Oklahoma Turnpike Authority
5.00%	01/01/28		3,500,000		4,081,000
					12,135,770
Oregon — 0.7%
Washington & Multnomah Counties School District No 48J Beaverton
5.00%	06/15/33 - 06/15/34		9,000,000		10,760,030	(h)
Pennsylvania — 3.7%
City of Philadelphia Water & Wastewater Revenue
5.00%	01/01/36		10,000,000		11,071,100
Delaware River Port Authority
5.00%	01/01/29		5,000,000		5,855,550
Pennsylvania Higher Educational Facilities Authority
5.25%	08/15/25		1,750,000		2,080,120
Pennsylvania Turnpike Commission
1.00%	12/01/34		12,000,000		12,898,800
5.00%	06/01/29 - 12/01/32		11,500,000		12,736,620
5.25%	06/01/39		9,500,000		10,449,240
Philadelphia Authority for Industrial Development
5.00%	07/01/42		4,000,000		4,574,480
					59,665,910

		Principal Amount		Fair Value
Puerto Rico — 0.2%
Puerto Rico Sales Tax Financing Corp.
5.50%	08/01/28	$	5,000,000	$	3,962,100
Rhode Island — 0.2%
Rhode Island Health & Educational Building Corp.
6.25%	09/15/34		1,300,000		1,500,642
6.50%	09/15/28		1,000,000		1,171,020
					2,671,662
South Carolina — 3.0%
Charleston Educational Excellence Finance Corp.
5.25%	12/01/27 - 12/01/30		21,850,000		22,852,915	(l)
Piedmont Municipal Power Agency
5.00%	01/01/25		2,315,000		2,674,242
Piedmont Municipal Power Agency (AGC Insured)
5.75%	01/01/34		5,500,000		6,438,465	(m)
South Carolina State Public Service Authority
5.50%	01/01/38		14,970,000		17,078,824
					49,044,446
Tennessee — 1.4%
County of Shelby
5.00%	03/01/21		3,500,000		4,097,590	(h)
Metropolitan Government of Nashville & Davidson County
5.00%	05/15/25		10,000,000		11,031,200	(h,l)
State of Tennessee
5.00%	05/01/19		1,000,000		1,135,890	(h,l)
Tennessee State School Bond Authority
5.00%	11/01/35 - 11/01/37		4,950,000		5,875,630
					22,140,310
Texas — 7.3%
Board of Regents of the University of Texas System
5.00%	07/01/41		3,000,000		3,478,230

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

49

Elfun Tax-Exempt Income Fund December 31, 2014

		Principal Amount		Fair Value
City of Austin Water & Wastewater System Revenue
5.00%	11/15/42	$	13,595,000	$	15,536,638
City of Austin Water & Wastewater System Revenue (AMBAC Insured)
5.50%	11/15/16		5,450,000		5,950,201	(m)
City of Houston Utility System Revenue
5.00%	05/15/28 - 11/15/33		10,470,000		12,261,829
5.25%	11/15/30 - 11/15/31		12,000,000		14,058,700
Dallas/Fort Worth International Airport
5.25%	11/01/29		5,000,000		5,968,500
Harris County-Houston Sports Authority
5.00%	11/15/30		2,000,000		2,307,720
North Texas Tollway Authority
5.00%	09/01/31		3,500,000		4,028,465
5.75%	01/01/38 - 01/01/40		21,475,000		23,622,124
6.00%	01/01/38		5,000,000		5,897,300
Texas Transportation Commission State Highway Fund
5.00%	04/01/23		9,750,000		11,993,962
The University of Texas System
5.00%	08/15/26		10,000,000		12,678,400
					117,782,069
Utah — 1.7%
County of Utah Transportation Sales Tax Revenue (AGMC Insured)
4.00%	12/01/37 - 12/01/38		11,830,000		12,409,425	(m)
Utah State Board of Regents
5.00%	11/01/30		4,000,000		4,522,120
Utah Transit Authority
5.00%	06/15/42		10,000,000		10,961,300
					27,892,845
Virginia — 1.2%
City of Richmond
5.00%	01/15/38		2,000,000		2,306,500

		Principal Amount		Fair Value
Virginia Commonwealth Transportation Board
5.00%	03/15/23	$	9,000,000	$	10,916,820
Virginia Resources Authority
5.25%	11/01/38		400,000		462,568	(l)
5.25%	11/01/38		4,600,000		5,134,382
					18,820,270
Total Municipal Bonds and Notes (Cost $1,480,087,766)					1,608,548,861
Short-Term Investments — 1.8%
State Street Institutional U.S. Government Money Market Fund — Premier Class 0.00% (Cost $28,548,000)					28,548,000	(d,h,o)
Total Investments (Cost $1,508,635,766)					1,637,096,861
Liabilities in Excess of Other Assets, net —(0.8)%					(12,831,101)
NET ASSETS — 100.0%				$	1,624,265,760

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

50

(Unaudited)

William M. Healey

Senior Vice President and Chief Investment Officer — Core Fixed Income Investments

Mark H. Johnson

Senior Vice President and Chief Investment Officer — Insurance and Long Duration

The Elfun Income Fund is co-managed by William M. Healey and Mark H. Johnson. Messrs. Healey and Johnson are each responsible for a portion of the Fund, the size of which is determined by consensus and adjusted on a periodic basis, if necessary. Although each portfolio manager manages his portion of the fund independent of the other, they are highly collaborative and communicative. See portfolio managers’ biographical information beginning on page 124.

Q. How did the Elfun Income Fund perform compared to its benchmark for the twelve-month period ended December 31, 2014?

A. For the twelve-month period ended December 31, 2014, the Elfun Income Fund returned 5.75%. The Barclays Capital U.S. Aggregate Bond Index, the Fund’s benchmark, returned 5.97% and the Fund’s Morningstar peer group of 1,042 U.S. Intermediate-Term Funds returned an average of 5.13% over the same period.

Q. What market factors affected the Fund’s performance?

A. The market factors that most influenced the Fund’s total return over the last twelve months were the decline in U.S. treasury yields, particularly in ten to thirty year maturity bonds, and the backup in credit spreads in the second half of 2014. Negative GDP in the first quarter, due to poor weather, and a series of risk off events including the unrest between Russia and Ukraine, the growing insurgency of ISIS and the Ebola virus

scare drove interest rates lower in the first half of the year. Despite stronger U.S. economic fundamentals in the second and third quarters, U.S. Treasury yields continued to decline in the second half of the year, predominantly due to growth concerns outside the U.S., disinflation fears, collapsing oil prices and lower comparative yields in Europe and Japan. The 30-year U.S. Treasury bond yield fell roughly 125 bps last year while the yield on the 2-year note increased nearly 30 bps, tied more to expectations for a Fed rate hike in 2015. Credit spreads, particularly high yield, widened with the drop in oil prices and fear of slowing global demand. Due to wider spreads in the second half of the year, high grade corporate bonds underperformed U.S. treasuries on a duration adjusted basis in 2014 and high yield debt underperformed the broader investment grade market by roughly 350 bps.

Q. What were the primary drivers of Fund performance?

A. The primary drivers of Fund performance relative to its benchmark were duration positioning and sector allocation. The duration of the Fund was tactically traded between neutral and 1 year short relative to the benchmark which negatively impacted performance in the declining rate environment. The Fund’s non-index exposure to high yield debt was a drag on performance in the second half of the year due to negative returns in that sector during the period. In general, individual security selection in

51

(Unaudited)

investment grade credit and mortgage-backed securities contributed positively to performance.

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

A. The most significant change in Fund positioning during the period was the reduction in the non-index exposure to emerging market debt from roughly 5% to zero in the first quarter. The allocation to investment grade credit increased from neutral to 3% overweight and exposure to high yield debt increased from 6% to 10%. These changes occurred later during the year after credit spreads began to widen. While the Fund’s duration began and ended the year neutral relative to the benchmark, the position was tactically traded between neutral and 1 year short.

52

(Unaudited)

Understanding Your Fund’s Expenses

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

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors in units of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended December 31, 2014.

Actual Expenses

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

period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs, such as sales charges or redemption fees, if any. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

July 1, 2014 – December 31, 2014

	Account value at the beginning of the period ($)		Account value at the end of the period ($)		Expenses paid during the period ($)*
Actual Fund Return		1,000.00		1,015.40		1.32
Hypothetical 5% Return (2.5% for the period)		1,000.00		1,023.90		1.33

* Expenses are equal to the Fund’s annualized net expense ratio of 0.26%** (for the period July 1, 2014 – December 31, 2014), multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

** May differ from expense ratio disclosed in the financial highlights, which is calculated based on the entire fiscal year’s data.

53

(Unaudited)

Investment Profile

A mutual fund designed for investors who seek a high level of income consistent with prudent investment management and the preservation of capital. The Fund seeks to achieve its investment objective by investing at least 80% of its net assets under normal circumstances in debt securities. The Fund invests primarily in a variety of investment-grade debt securities, such as mortgage-backed securities, corporate bonds, U.S. Government securities and money market instruments.

Quality Ratings

as of December 31, 2014 as a % of Investments^(b)(c)

Moody’s / S&P Rating*	Percentage of Fair Value
Aaa / AAA		12.60%
Aa / AA		48.14%
A / A		8.91%
Baa / BBB		18.29%
Ba / BB and lower		11.17%
NR / Other		0.89%
		100.00%

Sector Allocation

as a % of Investments of $332,645 (in thousands) on December 31, 2014^(b)(c)

Morningstar Performance Comparison

Based on average annual returns for periods ended December 31, 2014

	One Year			Five Year			Ten Year
Number of funds in peer group		1,042			811			590
Peer group average annual total return		5.13	%		4.77	%		4.19	%
Morningstar Category in peer group: U.S. Intermediate-Term Bond

Change in Value of a $10,000 Investment^(a)

Average Annual Total Return

for the periods ended December 31, 2014

(Inception date: 12/31/84)
	One Year		Five Year		Ten Year		Ending value of a $10,000 investment (a)
Elfun Income Fund		5.75%		5.33%		4.58%		$15,648
Barclays U.S. Aggregate Bond Index		5.97%		4.45%		4.71%		$15,842

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

(b) Fair Value basis is inclusive of short-term investment in State Street Institutional U.S. Government Money Market Fund Premier Class.

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

* Moody’s Investors Services, Inc. (“Moody’s”) and Standard & Poor’s Corporation (“S&P”) are nationally recognized statistical rating organizations. The quality ratings represent the lower of Moody’s or S&P credit ratings. When a rating from only one of the rating agencies is available, that rating is used. Securities not rated by Moody’s or S&P are categorized as not rated. Credit qualitymeasures a bond issuer’s ability to repay interest and principal in a timely manner. Credit quality ratings assigned by a rating agency are subject to change periodically and are not absolute standards of quality. In formulating investment decisions for the Fund, GEAM develops its own analysis of the credit quality and risks associated with individual debt instruments, rather than relying exclusively on rating agency ratings.

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

Past performance does not predict future performance. The performance shown in the graphs and tables does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

54

Elfun Income Fund December 31, 2014

		Principal Amount		Fair Value
Bonds and Notes - 99.4%†
U.S. Treasuries — 19.7%
U.S. Treasury Bonds
3.00%	11/15/44	$	6,118,200	$	6,429,849
U.S. Treasury Notes
0.50%	06/30/16		26,642,400		26,650,712	(h)
0.88%	07/31/19		2,050,000		1,986,417	(h)
1.50%	06/30/16		6,147,000		6,239,684	(h)
1.50%	11/30/19		14,575,900		14,483,664
2.25%	11/15/24		5,915,700		5,955,448
					61,745,774
Agency Mortgage Backed — 28.9%
Federal Home Loan Mortgage Corp.
4.00%	05/01/44		3,988,076		4,281,878
4.50%	06/01/33 - 02/01/35		28,405		30,789
5.00%	07/01/35 - 06/01/41		1,552,288		1,742,282
5.50%	05/01/20 - 04/01/39		535,186		603,175
6.00%	04/01/17 - 11/01/37		999,479		1,137,044
6.50%	07/01/29		2,197		2,496
7.00%	10/01/16 - 08/01/36		152,842		172,901
7.50%	11/01/29 - 09/01/33		8,616		9,262
8.00%	11/01/30		8,956		10,302
Federal National Mortgage Assoc.
2.10%	04/01/37		2,866		2,959	(i)
3.00%	02/01/43 - 06/01/43		17,420,865		17,655,388
3.50%	11/01/42 - 02/01/43		4,151,144		4,345,418
4.00%	05/01/19 - 03/01/44		7,744,750		8,303,493
4.50%	05/01/18 - 01/01/41		7,731,215		8,397,290
5.00%	07/01/20 - 06/01/41		2,625,563		2,945,296
5.50%	06/01/20 - 01/01/39		2,200,489		2,458,507
6.00%	05/01/19 - 08/01/35		1,774,130		2,032,717
6.50%	07/01/17 - 08/01/36		254,838		287,615
7.00%	10/01/16 - 02/01/34		32,176		34,361
7.50%	02/01/15 - 12/01/33		96,785		109,900
8.00%	12/01/15 - 01/01/33		30,864		35,037
8.50%	04/01/30		4,965		6,156
9.00%	12/01/17 - 12/01/22		12,387		13,517
3.00%	TBA		4,170,000		4,218,216	(c)

		Principal Amount		Fair Value
3.50%	TBA	$	6,789,718	$	7,077,751	(c)
5.00%	TBA		2,719,000		2,868,038	(c)
6.00%	TBA		2,132,000		2,417,738	(c)
6.50%	TBA		878,000		1,002,395	(c)
Government National Mortgage Assoc.
3.00%	04/20/43 - 06/20/43		2,578,746		2,640,268
3.50%	05/20/43		3,434,519		3,610,291
4.00%	01/20/41 - 04/20/43		4,211,030		4,525,469
4.50%	08/15/33 - 03/20/41		2,229,101		2,447,377
5.00%	08/15/33		97,329		108,196
6.00%	04/15/27 - 09/15/36		411,245		472,502
6.50%	04/15/19 - 09/15/36		167,617		191,695
7.00%	11/15/27 - 10/15/36		99,631		110,481
7.50%	03/15/23 - 11/15/31		45,303		47,731
8.00%	09/15/27 - 06/15/30		33,622		35,411
8.50%	10/15/17		9,620		10,207
9.00%	11/15/16 - 12/15/21		23,410		24,888
3.00%	TBA		2,031,275		2,077,233	(c)
5.00%	TBA		1,167,000		1,285,227	(c)
5.50%	TBA		435,000		485,654	(c)
					90,274,551
Agency Collateralized Mortgage Obligations — 0.5%
Collateralized Mortgage Obligation Trust
0.01%	11/01/18		2,896		2,882	(d,f)
Federal Home Loan Mortgage Corp.
0.08%	09/25/43		1,586,525		4,641	(g,i)
Federal Home Loan Mortgage Corp. REMIC
3.50%	11/15/24 - 11/15/30		1,375,017		128,907	(g)
4.50%	03/15/18		33,100		601	(g)
5.00%	10/15/18 - 02/15/38		55,566		1,595	(g)
5.50%	06/15/33		98,419		17,765	(g)
6.44%	08/15/25		531,120		65,759	(g,i)
8.00%	04/15/20		1,640		1,736
Federal Home Loan Mortgage Corp. STRIPS
1.47%	08/01/27		1,638		1,511	(d,f)
8.00%	02/01/23 - 07/01/24		6,318		1,396	(g)

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

55

Elfun Income Fund December 31, 2014

		Principal Amount		Fair Value
Federal National Mortgage Assoc. REMIC
0.51%	12/25/22	$	4,250	$	4,147	(d,f)
1.24%	12/25/42		383,707		14,978	(g,i)
5.00%	02/25/40 - 09/25/40		808,830		86,072	(g)
5.83%	07/25/38		140,684		17,495	(g,i)
5.93%	09/25/42		2,287,116		412,770	(g,i)
8.00%	05/25/22		9		183	(g)
Federal National Mortgage Assoc. STRIPS
1.87%	12/25/34		108,952		101,448	(d,f)
4.50%	08/25/35 - 01/25/36		235,312		34,139	(g)
5.00%	03/25/38 - 05/25/38		138,347		19,363	(g)
5.50%	12/25/33		30,743		5,824	(g)
6.00%	01/25/35		114,075		19,552	(g)
7.50%	11/25/23		19,704		3,228	(g)
8.00%	08/25/23 - 07/25/24		12,500		2,790	(g)
8.50%	03/25/17 - 07/25/22		8,460		1,113	(g)
9.00%	05/25/22		3,851		774	(g)
Government National Mortgage Assoc.
4.50%	10/20/37 - 08/16/39		1,429,508		113,807	(g)
5.00%	12/20/35 - 09/20/38		881,997		66,152	(g)
6.08%	02/20/40		1,926,267		346,501	(g,i)
					1,477,129
Asset Backed — 0.3%
Capital One Multi-Asset Execution Trust 2006-B1
0.44%	01/15/19		500,000		498,358	(i)
Chase Funding Trust 2004-1
3.99%	11/25/33		320,033		327,981	(j)
Ford Credit Auto Lease Trust 2013-A
1.28%	06/15/16		150,000		150,364
					976,703
Corporate Notes — 42.3%
21st Century Fox America Inc.
6.65%	11/15/37		248,000		331,144	(h)
ABB Finance USA Inc.
1.63%	05/08/17		392,000		393,292	(h)

		Principal Amount		Fair Value
AbbVie Inc.
1.75%	11/06/17	$	372,000	$	372,808	(h)
2.00%	11/06/18		423,000		421,581	(h)
ACCO Brands Corp.
6.75%	04/30/20		426,000		445,809	(h)
Actavis Funding SCS
1.30%	06/15/17		489,000		480,092
4.85%	06/15/44		152,000		154,240
Activision Blizzard Inc.
5.63%	09/15/21		428,000		449,400	(b,h)
Aetna Inc.
3.50%	11/15/24		208,000		211,420
Agrium Inc.
4.90%	06/01/43		305,000		315,933	(h)
Alcoa Inc.
5.13%	10/01/24		85,000		90,080	(h)
Alibaba Group Holding Ltd.
3.60%	11/28/24		300,000		297,553	(b)
4.50%	11/28/34		205,000		210,743	(b)
Altria Group Inc.
2.95%	05/02/23		210,000		203,063	(h)
4.50%	05/02/43		210,000		211,482	(h)
America Movil SAB de C.V.
5.00%	03/30/20		609,000		671,569	(h)
American Axle & Manufacturing Inc.
6.25%	03/15/21		279,000		292,950	(h)
6.63%	10/15/22		257,000		272,420	(h)
7.75%	11/15/19		81,000		90,720	(h)
American Campus Communities Operating Partnership LP
4.13%	07/01/24		305,000		308,074	(h)
American Electric Power Company Inc.
2.95%	12/15/22		332,000		325,670
American Express Co.
3.63%	12/05/24		415,000		418,459
American International Group Inc.
3.38%	08/15/20		378,000		392,667	(h)
4.13%	02/15/24		291,000		309,773	(h)
4.50%	07/16/44		208,000		219,754

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

56

Elfun Income Fund December 31, 2014

		Principal Amount		Fair Value
American Seafoods Group LLC/ American Seafoods Finance Inc.
10.75%	05/15/16	$	385,000	$	344,575	(b,h)
American Tower Corp. (REIT)
3.40%	02/15/19		513,000		522,141	(h)
3.50%	01/31/23		122,000		117,877	(h)
Amgen Inc.
2.20%	05/22/19		612,000		609,428	(h)
Amkor Technology Inc.
6.63%	06/01/21		257,000		254,430	(h)
Anadarko Petroleum Corp.
6.20%	03/15/40		221,000		258,891	(h)
Anheuser-Busch InBev Worldwide Inc.
2.50%	07/15/22		515,000		500,519	(h)
Anthem Inc.
3.30%	01/15/23		211,000		210,794	(h)
AP Moeller - Maersk A/S
2.55%	09/22/19		290,000		290,813	(b,h)
3.75%	09/22/24		290,000		297,747	(b,h)
Apple Inc.
2.85%	05/06/21		634,000		648,556	(h)
3.45%	05/06/24		423,000		442,993	(h)
Aramark Services Inc.
5.75%	03/15/20		587,000		606,077	(h)
Archer-Daniels-Midland Co.
4.02%	04/16/43		234,000		234,795	(h)
Ardagh Packaging Finance PLC/ Ardagh Holdings USA Inc.
3.24%	12/15/19		450,000		434,250	(b,h,i)
Ares Capital Corp.
3.88%	01/15/20		290,000		289,167
Ascension Health
4.85%	11/15/53		326,000		368,251
AT&T Inc.
2.38%	11/27/18		458,000		461,548	(h)
4.80%	06/15/44		244,000		248,625	(h)
Bank of America Corp.
1.70%	08/25/17		206,000		206,047	(h)
2.00%	01/11/18		854,000		853,351	(h)
2.60%	01/15/19		147,000		148,143	(h)
4.00%	04/01/24		640,000		666,384	(h)

		Principal Amount		Fair Value
4.10%	07/24/23	$	218,000	$	229,587	(h)
4.25%	10/22/26		375,000		374,158
Bank of China Ltd.
5.00%	11/13/24		200,000		205,514	(b)
Barclays Bank PLC
2.25%	05/10/17		1,186,000		1,209,977	(b,h)
Barclays PLC
2.75%	11/08/19		435,000		432,342
Bayer US Finance LLC
2.38%	10/08/19		620,000		622,460	(b,h)
3.38%	10/08/24		422,000		429,415	(b,h)
Baytex Energy Corp.
5.13%	06/01/21		257,000		218,450	(b)
BB&T Corp.
2.45%	01/15/20		416,000		414,306
Bed Bath & Beyond Inc.
3.75%	08/01/24		203,000		205,799	(h)
4.92%	08/01/34		61,000		62,945	(h)
5.17%	08/01/44		285,000		298,192	(h)
Berkshire Hathaway Energy Co.
6.13%	04/01/36		330,000		414,590	(h)
Berkshire Hathaway Finance Corp.
2.90%	10/15/20		510,000		522,945	(h)
3.00%	05/15/22		194,000		197,028	(h)
Berkshire Hathaway Inc.
4.50%	02/11/43		419,000		458,223	(h)
BHP Billiton Finance USA Ltd.
5.00%	09/30/43		212,000		240,306	(h)
Bombardier Inc.
4.75%	04/15/19		251,000		251,941	(b,h)
6.00%	10/15/22		421,000		425,210	(b,h)
7.75%	03/15/20		299,000		324,415	(b,h)
BP Capital Markets PLC
1.38%	05/10/18		211,000		207,255	(h)
3.81%	02/10/24		833,000		838,406	(h)
Branch Banking & Trust Co.
3.80%	10/30/26		255,000		259,981	(h)
Brocade Communications Systems Inc.
4.63%	01/15/23		152,000		145,920	(h)

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

57

Elfun Income Fund December 31, 2014

		Principal Amount		Fair Value
Building Materials Corporation of America
5.38%	11/15/24	$	257,000	$	256,358	(b)
Cadence Design Systems Inc.
4.38%	10/15/24		415,000		421,658	(h)
Calpine Corp.
5.75%	01/15/25		251,000		254,138	(h)
5.88%	01/15/24		306,000		325,890	(b,h)
Caterpillar Inc.
4.30%	05/15/44		211,000		225,322	(h)
Catholic Health Initiatives
2.60%	08/01/18		125,000		126,634
4.35%	11/01/42		130,000		129,066
CBS Corp.
3.70%	08/15/24		319,000		318,126	(h)
CCOH Safari LLC
5.50%	12/01/22		171,000		173,565
5.75%	12/01/24		257,000		259,891
Cequel Capital Corp.
5.13%	12/15/21		570,000		552,900	(b,h)
CF Industries Inc.
5.38%	03/15/44		212,000		228,726	(h)
Chesapeake Energy Corp.
3.25%	03/15/16		240,000		239,400	(h)
5.38%	06/15/21		428,000		427,732	(h)
Citigroup Inc.
1.75%	05/01/18		419,000		414,098	(h)
5.50%	09/13/25		608,000		672,755	(h)
CMS Energy Corp.
4.88%	03/01/44		209,000		228,646	(h)
CNA Financial Corp.
5.88%	08/15/20		326,000		372,141	(h)
CNOOC Nexen Finance 2014 ULC
4.25%	04/30/24		423,000		437,669	(h)
Cogeco Cable Inc.
4.88%	05/01/20		400,000		400,000	(b,h)
Comcast Corp.
4.20%	08/15/34		206,000		215,403	(h)
4.75%	03/01/44		209,000		232,908	(h)
Commonwealth Bank of Australia
0.75%	01/15/16		547,000		546,939	(b,h)

		Principal Amount		Fair Value
ConocoPhillips Co.
3.35%	11/15/24	$	416,000	$	420,304
Constellation Brands Inc.
7.25%	09/01/16		400,000		432,000	(h)
Continental Resources Inc.
4.90%	06/01/44		203,000		175,932	(h)
Corp Andina de Fomento
4.38%	06/15/22		604,000		649,214	(h)
Corporate Office Properties LP (REIT)
3.60%	05/15/23		399,000		383,378	(h)
3.70%	06/15/21		204,000		203,117	(h)
Cott Beverages Inc.
5.38%	07/01/22		257,000		235,798	(b)
COX Communications Inc.
4.70%	12/15/42		92,000		91,918	(b,h)
Credit Suisse AG
2.60%	05/27/16		405,000		414,666	(b,h)
Crown Americas LLC/Crown Americas Capital Corp. IV
4.50%	01/15/23		166,000		161,020	(h)
CSX Corp.
4.50%	08/01/54		207,000		216,793	(h)
CVS Health Corp.
2.25%	08/12/19		618,000		615,419	(h)
Daimler Finance North America LLC
2.38%	08/01/18		628,000		636,811	(b,h)
DaVita HealthCare Partners Inc.
5.13%	07/15/24		171,000		174,420	(h)
Denbury Resources Inc.
6.38%	08/15/21		475,000		451,250	(h)
Dexia Credit Local S.A.
2.25%	01/30/19		843,000		853,641	(b,h)
Diageo Capital PLC
1.13%	04/29/18		419,000		410,012	(h)
Diageo Investment Corp.
2.88%	05/11/22		506,000		505,694	(h)
DigitalGlobe Inc.
5.25%	02/01/21		649,000		616,550	(b,h)
DIRECTV Holdings LLC
4.45%	04/01/24		319,000		333,771	(h)
5.15%	03/15/42		467,000		482,579	(h)

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

58

Elfun Income Fund December 31, 2014

		Principal Amount		Fair Value
Dollar General Corp.
1.88%	04/15/18	$	410,000	$	396,179	(h)
4.13%	07/15/17		412,000		424,902	(h)
Dominion Resources Inc.
1.95%	08/15/16		783,000		791,412	(h)
Duke Energy Corp.
3.75%	04/15/24		396,000		411,929	(h)
Duke Energy Progress Inc.
4.15%	12/01/44		125,000		132,875
Eaton Corp.
2.75%	11/02/22		453,000		445,026	(h)
Ecopetrol S.A.
5.88%	05/28/45		104,000		96,200	(h)
El Paso Pipeline Partners Operating Company LLC
4.30%	05/01/24		422,000		422,817	(h)
Electricite de France S.A.
2.15%	01/22/19		838,000		840,063	(b,h)
Energy Transfer Equity LP
5.88%	01/15/24		844,000		856,660	(h)
Energy Transfer Partners LP
6.50%	02/01/42		344,000		395,411	(h)
Ensco PLC
4.50%	10/01/24		417,000		405,314	(h)
5.75%	10/01/44		210,000		210,707	(h)
Enterprise Products Operating LLC
3.75%	02/15/25		332,000		333,264	(h)
ERP Operating LP
4.50%	07/01/44		244,000		254,295	(h)
European Investment Bank
4.88%	01/17/17		850,000		918,731	(h)
Express Scripts Holding Co.
2.25%	06/15/19		415,000		410,556	(h)
Five Corners Funding Trust
4.42%	11/15/23		457,000		483,241	(b,h)
Florida Power & Light Co.
4.13%	02/01/42		222,000		237,034	(h)
Ford Motor Credit Company LLC
5.88%	08/02/21		318,000		368,177	(h)
Forest Laboratories Inc.
5.00%	12/15/21		412,000		446,124	(b,h)

		Principal Amount		Fair Value
Freeport-McMoRan Inc.
5.45%	03/15/43	$	178,000	$	168,312	(h)
Fresenius Medical Care US Finance Inc.
5.75%	02/15/21		344,000		366,790	(b,h)
Frontier Communications Corp.
7.13%	03/15/19		354,000		387,630	(h)
General Motors Co.
4.88%	10/02/23		154,000		164,780	(h)
5.00%	04/01/35		428,000		446,015
General Motors Financial Company Inc.
2.63%	07/10/17		167,000		167,724	(h)
3.00%	09/25/17		257,000		259,899	(h)
3.50%	07/10/19		167,000		170,527	(h)
4.38%	09/25/21		429,000		447,769	(h)
Georgia-Pacific LLC
3.60%	03/01/25		625,000		627,668	(b)
Gilead Sciences Inc.
4.80%	04/01/44		319,000		353,852	(h)
Glencore Funding LLC
2.50%	01/15/19		263,000		258,970	(b,h)
4.13%	05/30/23		312,000		304,437	(b,h)
4.63%	04/29/24		378,000		379,814	(b,h)
Grupo Televisa SAB
5.00%	05/13/45		204,000		207,517	(h)
HCA Inc.
4.75%	05/01/23		693,000		705,127	(h)
6.50%	02/15/20		392,000		439,236	(h)
Hewlett-Packard Co.
2.75%	01/14/19		842,000		843,076	(h)
Hexion US Finance Corp.
6.63%	04/15/20		371,000		363,580	(h)
Hughes Satellite Systems Corp.
6.50%	06/15/19		238,000		255,255	(h)
Humana Inc.
3.85%	10/01/24		415,000		420,468	(h)
Huntsman International LLC
4.88%	11/15/20		399,000		396,008	(h)
Hyundai Capital America
2.13%	10/02/17		189,000		189,921	(b,h)

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

59

Elfun Income Fund December 31, 2014

		Principal Amount		Fair Value
Illinois Tool Works Inc.
3.50%	03/01/24	$	418,000	$	435,091	(h)
Ingersoll-Rand Luxembourg Finance S.A.
3.55%	11/01/24		291,000		289,226
Ingles Markets Inc.
5.75%	06/15/23		379,000		380,558	(h)
Intelsat Jackson Holdings S.A.
5.50%	08/01/23		417,000		414,456	(h)
International Business Machines Corp.
3.63%	02/12/24		426,000		443,817	(h)
Intesa Sanpaolo S.p.A.
5.02%	06/26/24		126,000		122,285	(b,h)
Invesco Finance PLC
3.13%	11/30/22		573,000		567,882	(h)
Iron Mountain Inc.
6.00%	08/15/23		417,000		433,680	(h)
JB Poindexter & Company Inc.
9.00%	04/01/22		120,000		129,600	(b,h)
JBS USA LLC/JBS USA Finance Inc.
5.88%	07/15/24		232,000		227,940	(b,h)
Jefferies Group Inc.
5.13%	01/20/23		168,000		170,775	(h)
6.50%	01/20/43		140,000		142,811	(h)
John Deere Capital Corp.
3.35%	06/12/24		408,000		418,170	(h)
Johnson Controls Inc.
4.63%	07/02/44		204,000		209,932	(h)
JPMorgan Chase & Co.
3.88%	09/10/24		617,000		617,525	(h)
5.00%	12/29/49		299,000		292,553	(h,i)
6.10%	10/29/49		500,000		498,750	(h,i)
KB Home
7.00%	12/15/21		417,000		438,632	(h)
Kerr-McGee Corp.
6.95%	07/01/24		131,000		160,110	(h)
Keysight Technologies Inc.
4.55%	10/30/24		415,000		415,165	(b,h)
KFW
2.00%	10/04/22		929,000		915,150	(h)
4.50%	07/16/18		238,000		262,959	(h)

		Principal Amount		Fair Value
Kilroy Realty LP
4.25%	08/15/29	$	206,000	$	206,017	(h)
Kinder Morgan Energy Partners LP
3.50%	09/01/23		346,000		328,474	(h)
Kinder Morgan Inc.
3.05%	12/01/19		207,000		205,354
5.63%	11/15/23		590,000		631,551	(b,h)
Kinross Gold Corp.
5.95%	03/15/24		209,000		196,113	(b,h)
6.88%	09/01/41		30,000		28,523	(h)
Korea National Oil Corp.
2.88%	11/09/15		278,000		282,018	(b,h)
L Brands Inc.
5.63%	02/15/22		417,000		448,275	(h)
L-3 Communications Corp.
1.50%	05/28/17		286,000		283,187	(h)
3.95%	05/28/24		151,000		152,249	(h)
Lamar Media Corp.
5.00%	05/01/23		417,000		412,830	(h)
Land O’ Lakes Inc.
6.00%	11/15/22		116,000		124,120	(b,h)
Lear Corp.
5.25%	01/15/25		428,000		433,350
Lennar Corp.
4.50%	11/15/19		257,000		255,073
Liberty Mutual Group Inc.
4.25%	06/15/23		434,000		447,228	(b,h)
Linn Energy LLC
6.25%	11/01/19		216,000		182,520	(h)
Macquarie Bank Ltd.
2.60%	06/24/19		207,000		208,734	(b,h)
Macy’s Retail Holdings Inc.
4.50%	12/15/34		417,000		419,897
Marathon Petroleum Corp.
3.63%	09/15/24		415,000		406,701	(h)
4.75%	09/15/44		317,000		299,377	(h)
MarkWest Energy Partners LP/MarkWest Energy Finance Corp.
4.88%	12/01/24		171,000		167,153
5.50%	02/15/23		170,000		172,125	(h)
Marsh & McLennan Companies Inc.
3.50%	03/10/25		410,000		412,606	(h)

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

60

Elfun Income Fund December 31, 2014

		Principal Amount		Fair Value
Mattel Inc.
2.35%	05/06/19	$	633,000	$	630,762	(h)
Medtronic Inc.
2.50%	03/15/20		333,000		333,873	(b)
3.50%	03/15/25		417,000		426,578	(b)
4.63%	03/15/45		210,000		227,638	(b)
MEG Energy Corp.
6.50%	03/15/21		250,000		228,125	(b,h)
Memorial Sloan-Kettering Cancer Center
4.13%	07/01/52		165,000		164,046	(h)
MetLife Inc.
4.72%	12/15/44		166,000		184,635	(h)
MGM Resorts International
5.25%	03/31/20		428,000		424,790	(h)
Mizuho Bank Ltd.
2.45%	04/16/19		508,000		504,695	(b,h)
Monsanto Co.
3.38%	07/15/24		203,000		206,262	(h)
4.70%	07/15/64		120,000		125,823	(h)
Morgan Stanley
2.13%	04/25/18		410,000		410,237	(h)
2.38%	07/23/19		621,000		618,710	(h)
3.70%	10/23/24		415,000		420,652
4.10%	05/22/23		487,000		493,057	(h)
4.35%	09/08/26		320,000		321,912	(h)
4.88%	11/01/22		406,000		431,204	(h)
5.00%	11/24/25		267,000		284,920	(h)
Motorola Solutions Inc.
4.00%	09/01/24		412,000		414,481	(h)
Mylan Inc.
7.88%	07/15/20		436,000		464,425	(b,h)
National Agricultural Cooperative Federation
4.25%	01/28/16		231,000		238,223	(b,h)
National Retail Properties Inc.
3.90%	06/15/24		338,000		344,716	(h)
NCL Corporation Ltd.
5.00%	02/15/18		222,000		222,000	(h)
Newfield Exploration Co.
5.63%	07/01/24		445,000		440,272	(h)
5.75%	01/30/22		612,000		605,880	(h)
Newmont Mining Corp.
4.88%	03/15/42		158,000		137,616	(h)

		Principal Amount		Fair Value
Nexen Energy ULC
6.40%	05/15/37	$	223,000	$	277,757	(h)
Noble Energy Inc.
3.90%	11/15/24		249,000		246,099
NRG Energy Inc.
6.25%	07/15/22		428,000		437,630
Omnicom Group Inc.
3.63%	05/01/22		170,000		174,521	(h)
Oracle Corp.
2.25%	10/08/19		818,000		823,844	(h)
3.63%	07/15/23		302,000		316,710	(h)
4.50%	07/08/44		203,000		220,494	(h)
Outfront Media Capital LLC/ Outfront Media Capital Corp.
5.63%	02/15/24		250,000		251,250	(b,h)
Owens & Minor Inc.
3.88%	09/15/21		415,000		419,694	(h)
Owens-Brockway Glass Container Inc.
5.00%	01/15/22		171,000		174,420	(b)
5.38%	01/15/25		86,000		86,860	(b)
Pacific Gas & Electric Co.
3.40%	08/15/24		617,000		624,376	(h)
PacifiCorp
6.25%	10/15/37		8,000		10,826	(h)
People’s United Bank
4.00%	07/15/24		478,000		484,162	(h)
PepsiCo Inc.
4.25%	10/22/44		249,000		259,868
Perrigo Company PLC
2.30%	11/08/18		425,000		424,665	(h)
Perrigo Finance PLC
4.90%	12/15/44		200,000		211,936
Petrobras International Finance Company S.A.
3.50%	02/06/17		393,000		375,280	(h)
3.88%	01/27/16		159,000		156,027	(h)
Petroleos Mexicanos
3.50%	01/30/23		197,000		188,431	(h)
Philip Morris International Inc.
4.13%	03/04/43		209,000		204,874	(h)
Pitney Bowes Inc.
4.63%	03/15/24		400,000		409,445	(h)

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

61

Elfun Income Fund December 31, 2014

		Principal Amount		Fair Value
PNC Bank NA
2.40%	10/18/19	$	840,000	$	843,529	(h)
Post Holdings Inc.
6.75%	12/01/21		257,000		249,290	(b)
Prudential Financial Inc.
5.63%	06/15/43		257,000		262,731	(h,i)
Public Service Electric & Gas Co.
2.38%	05/15/23		632,000		607,798	(h)
Range Resources Corp.
5.75%	06/01/21		258,000		266,385	(h)
Raytheon Co.
4.20%	12/15/44		145,000		150,611
Regency Energy Partners LP/ Regency Energy Finance Corp.
5.00%	10/01/22		569,000		537,705	(h)
Revlon Consumer Products Corp.
5.75%	02/15/21		857,000		857,000	(h)
Roche Holdings Inc.
2.25%	09/30/19		414,000		416,623	(b,h)
2.88%	09/29/21		445,000		450,560	(b,h)
3.35%	09/30/24		445,000		457,997	(b,h)
Rockwood Specialties Group Inc.
4.63%	10/15/20		995,000		1,027,337	(h)
Rowan Companies Inc.
4.75%	01/15/24		294,000		277,497	(h)
5.85%	01/15/44		84,000		77,468	(h)
Royal Bank of Canada
1.20%	09/19/18		663,000		659,214	(h)
RSI Home Products Inc.
6.88%	03/01/18		399,000		416,955	(b,h)
Ryder System Inc.
2.45%	09/03/19		507,000		503,428	(h)
Sabine Pass Liquefaction LLC
5.63%	02/01/21		160,000		157,200	(h)
Schaeffler Holding Finance BV
6.25%	Cash/7.00% PIK 11/15/19		425,000		437,750	(b,p)
6.88%	Cash/7.63% PIK 08/15/18		240,000		250,200	(b,h,p)
Scripps Networks Interactive Inc.
2.75%	11/15/19		210,000		210,879
Seagate HDD Cayman
4.75%	01/01/25		314,000		323,472	(b,h)

		Principal Amount		Fair Value
Sealed Air Corp.
4.88%	12/01/22	$	86,000	$	85,355	(b)
5.13%	12/01/24		86,000		86,860	(b)
Shell International Finance BV
3.40%	08/12/23		642,000		662,614	(h)
Sinclair Television Group Inc.
5.38%	04/01/21		193,000		191,553
Sinopec Capital 2013 Ltd.
3.13%	04/24/23		336,000		320,341	(b,h)
Smurfit Kappa Acquisitions
4.88%	09/15/18		440,000		455,400	(b,h)
Spectra Energy Partners LP
4.75%	03/15/24		412,000		441,631	(h)
Sprint Corp.
7.25%	09/15/21		235,000		232,944
Statoil ASA
3.70%	03/01/24		638,000		660,544	(h)
4.80%	11/08/43		213,000		242,171	(h)
Steel Dynamics Inc.
5.13%	10/01/21		257,000		261,819	(b,h)
Sysco Corp.
2.35%	10/02/19		415,000		417,259	(h)
3.50%	10/02/24		290,000		298,415	(h)
4.35%	10/02/34		165,000		177,637	(h)
T-Mobile USA Inc.
6.25%	04/01/21		69,000		70,622	(h)
Talisman Energy Inc.
6.25%	02/01/38		172,000		174,616	(h)
Tampa Electric Co.
4.35%	05/15/44		204,000		217,524	(h)
Tanger Properties LP
3.75%	12/01/24		210,000		211,628
Targa Resources Partners LP/ Targa Resources Partners Finance Corp.
4.13%	11/15/19		430,000		413,875	(b)
Target Corp.
3.50%	07/01/24		468,000		485,865	(h)
Teachers Insurance & Annuity Association of America
4.90%	09/15/44		415,000		462,454	(b,h)

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

62

Elfun Income Fund December 31, 2014

		Principal Amount		Fair Value
Teck Resources Ltd.
3.75%	02/01/23	$	392,000	$	351,346	(h)
5.40%	02/01/43		210,000		177,495	(h)
Telecom Italia S.p.A.
5.30%	05/30/24		650,000		658,125	(b,h)
Tenet Healthcare Corp.
4.75%	06/01/20		158,000		160,370	(h)
6.00%	10/01/20		416,000		446,713	(h)
Textron Inc.
6.20%	03/15/15		334,000		337,342	(h)
The Allstate Corp.
5.75%	08/15/53		235,000		247,631	(h,i)
The Bank of Tokyo-Mitsubishi UFJ Ltd.
2.30%	03/10/19		600,000		596,762	(b,h)
2.35%	09/08/19		630,000		625,813	(b,h)
The Boeing Co.
2.85%	10/30/24		291,000		289,171
The Dow Chemical Co.
3.50%	10/01/24		830,000		821,587	(h)
4.25%	10/01/34		420,000		412,501	(h)
The Goldman Sachs Group Inc.
2.38%	01/22/18		501,000		506,060	(h)
2.63%	01/31/19		624,000		627,810	(h)
2.90%	07/19/18		179,000		183,633	(h)
4.00%	03/03/24		501,000		520,113	(h)
4.80%	07/08/44		244,000		261,343	(h)
The Korea Development Bank
3.25%	03/09/16		380,000		388,953	(h)
4.00%	09/09/16		220,000		229,647	(h)
The Kroger Co.
2.95%	11/01/21		291,000		288,613
The Timken Co.
3.88%	09/01/24		316,000		315,510	(b,h)
The Williams Companies Inc.
4.55%	06/24/24		132,000		122,757	(h)
5.75%	06/24/44		412,000		358,381	(h)
8.75%	03/15/32		164,000		191,399	(h)
TIAA Asset Management Finance Company LLC
4.13%	11/01/24		415,000		425,133	(b)
Time Inc.
5.75%	04/15/22		433,000		418,927	(b,h)

		Principal Amount		Fair Value
Time Warner Cable Inc.
6.55%	05/01/37	$	123,000	$	158,361	(h)
Time Warner Inc.
5.35%	12/15/43		359,000		407,744	(h)
Tops Holding Corp.
8.88%	12/15/17		778,000		793,560	(h)
Tyco Electronics Group S.A.
2.35%	08/01/19		413,000		412,622	(h)
Tyson Foods Inc.
2.65%	08/15/19		206,000		207,877	(h)
3.95%	08/15/24		137,000		141,620	(h)
5.15%	08/15/44		137,000		153,875	(h)
U.S. Bancorp
3.44%	02/01/16		645,000		660,398	(h)
Ultra Petroleum Corp.
6.13%	10/01/24		428,000		368,080	(b,h)
Unit Corp.
6.63%	05/15/21		400,000		358,000	(h)
United Rentals North America Inc.
5.75%	07/15/18		399,000		415,958	(h)
6.13%	06/15/23		167,000		175,350	(h)
UnitedHealth Group Inc.
2.30%	12/15/19		416,000		417,718
Vail Resorts Inc.
6.50%	05/01/19		238,000		246,330	(h)
Valeant Pharmaceuticals International Inc.
6.38%	10/15/20		229,000		239,305	(b,h)
6.75%	08/15/18		309,000		328,705	(b,h)
Verizon Communications Inc.
1.35%	06/09/17		1,018,000		1,013,290	(h)
3.50%	11/01/24		416,000		408,720
4.15%	03/15/24		415,000		429,622
4.40%	11/01/34		208,000		206,748
5.05%	03/15/34		128,000		136,541	(h)
5.15%	09/15/23		431,000		475,924	(h)
6.55%	09/15/43		236,000		302,351	(h)
Viasystems Inc.
7.88%	05/01/19		240,000		253,200	(b,h)
Virgin Media Finance PLC
6.00%	10/15/24		257,000		268,886	(b,h)

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

63

Elfun Income Fund December 31, 2014

		Principal Amount		Fair Value
Virgin Media Secured Finance PLC
5.25%	01/15/21	$	200,000	$	209,000	(h)
Volkswagen Group of America Finance LLC
2.13%	05/23/19		1,020,000		1,014,647	(b,h)
2.45%	11/20/19		205,000		206,335	(b)
W.R. Grace & Co.
5.63%	10/01/24		428,000		446,190	(b,h)
Wal-Mart Stores Inc.
3.30%	04/22/24		338,000		348,990	(h)
4.30%	04/22/44		423,000		461,724	(h)
Walgreens Boots Alliance Inc.
3.80%	11/18/24		416,000		424,278
4.80%	11/18/44		165,000		173,971
Weatherford International Ltd.
5.95%	04/15/42		167,000		141,403	(h)
6.75%	09/15/40		105,000		97,806	(h)
Wells Fargo & Co.
4.10%	06/03/26		474,000		484,455	(h)
5.90%	12/29/49		273,000		275,048	(h,i)
Windstream Corp.
6.38%	08/01/23		400,000		374,000	(h)
WPP Finance 2010
3.75%	09/19/24		415,000		416,532	(h)
WPX Energy Inc.
5.25%	01/15/17		399,000		402,990	(h)
Wynn Macau Ltd.
5.25%	10/15/21		876,000		823,440	(b,h)
Xilinx Inc.
2.13%	03/15/19		213,000		211,631	(h)
XLIT Ltd.
5.25%	12/15/43		284,000		320,987	(h)
Yamana Gold Inc.
4.95%	07/15/24		173,000		168,844
					132,159,197
Non-Agency Collateralized Mortgage Obligations — 5.9%
American Tower Trust I (REIT)
1.55%	03/15/43		627,000		619,576	(b)
Banc of America Commercial Mortgage Trust 2006-4
5.68%	07/10/46		190,000		202,369

		Principal Amount		Fair Value
Banc of America Commercial Mortgage Trust 2007-1
5.48%	01/15/49	$	880,000	$	922,168	(i)
Banc of America Commercial Mortgage Trust 2007-4
5.75%	02/10/51		31,102		33,904	(i)
Banc of America Commercial Mortgage Trust 2008-1
6.24%	02/10/51		149,909		165,462	(i)
Banc of America Merrill Lynch Commercial Mortgage Inc. 2005-1
5.28%	11/10/42		390,000		389,894	(i)
Banc of America Merrill Lynch Commercial Mortgage Inc. 2005-6
5.15%	09/10/47		382,425		390,314	(i)
Banc of America Merrill Lynch Commercial Mortgage Trust 2014-520M
4.18%	08/15/46		165,040		178,770	(b,i)
Bear Stearns Commercial Mortgage Securities Trust 2005-T18
4.93%	02/13/42		75,432		75,436	(i)
Bear Stearns Commercial Mortgage Securities Trust 2006-T22
5.58%	04/12/38		210,000		219,166	(i)
Bear Stearns Commercial Mortgage Securities Trust 2007-PW18
6.09%	06/11/50		430,000		473,619	(i)
Citigroup Commercial Mortgage Trust 2014-GC23
4.51%	07/10/47		417,000		388,511	(b,i)
COMM 2005-LP5 Mortgage Trust
4.98%	05/10/43		190,390		191,307	(i)
COMM 2013-LC13 Mortgage Trust
4.56%	08/10/46		170,000		186,235	(b,i)

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

64

Elfun Income Fund December 31, 2014

		Principal Amount		Fair Value
COMM 2014-CR14 Mortgage Trust
4.53%	02/10/47	$	240,000	$	262,551	(i)
COMM 2014-CR19 Mortgage Trust
4.72%	08/10/47		205,000		214,644	(i)
COMM 2014-CR20 Mortgage Trust
4.51%	11/10/47		204,175		207,485	(i)
COMM 2014-CR21 Morgage Trust
3.99%	12/10/47		403,396		416,048
Credit Suisse Commercial Mortgage Trust 2006-C1
5.47%	02/15/39		715,000		743,457	(i)
Credit Suisse First Boston Mortgage Securities Corp. 2005-9
5.19%	10/25/35		91,450		—	(**,i,q)
GS Mortgage Securities Corp. II 2012-GCJ9
2.36%	11/10/45		972,485		115,171	(g,i)
GS Mortgage Securities Corp. Trust 2012-ALOH
3.55%	04/10/34		210,000		218,811	(b)
GS Mortgage Securities Trust 2011-GC5
3.00%	08/10/44		410,000		420,836
5.31%	08/10/44		190,000		214,395	(b,i)
GS Mortgage Securities Trust 2014-GC20
4.26%	04/10/47		215,000		229,788
GS Mortgage Securities Trust 2014-GC24
4.53%	09/10/47		751,000		677,820	(b,i)
GS Mortgage Securities Trust 2014-NEW
3.79%	01/10/31		420,000		421,924	(b)
Impac CMB Trust Series 2004-5
0.89%	10/25/34		172,859		167,309	(i)

		Principal Amount		Fair Value
JP Morgan Chase Commercial Mortgage Securities Corp. 2012-LC9
1.93%	12/15/47	$	1,247,289	$	119,184	(g,i)
JP Morgan Chase Commercial Mortgage Securities Trust 2005-CB11
5.34%	08/12/37		286,756		287,093	(i)
JP Morgan Chase Commercial Mortgage Securities Trust 2006-LDP8
5.44%	05/15/45		270,000		285,887
JP Morgan Chase Commercial Mortgage Securities Trust 2007-CB18
5.44%	06/12/47		683,887		727,158
JPMBB Commercial Mortgage Securities Trust 2013-C12
4.03%	07/15/45		125,000		133,106	(i)
JPMBB Commercial Mortgage Securities Trust 2013-C15
5.08%	11/15/45		170,000		185,191	(i)
JPMBB Commercial Mortgage Securities Trust 2013-C17
4.89%	01/15/47		310,000		330,710	(i)
JPMBB Commercial Mortgage Securities Trust 2014-C18
4.81%	02/15/47		210,000		222,401	(i)
LB-UBS Commercial Mortgage Trust 2004-C8
0.66%	12/15/39		374,408		1,573	(b,g,i)
LB-UBS Commercial Mortgage Trust 2005-C5
4.95%	09/15/30		208,069		209,107
LB-UBS Commercial Mortgage Trust 2006-C1
5.16%	02/15/31		400,456		410,135
LB-UBS Commercial Mortgage Trust 2006-C4
5.83%	06/15/38		182,093		191,272	(i)

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

65

Elfun Income Fund December 31, 2014

		Principal Amount		Fair Value
LB-UBS Commercial Mortgage Trust 2007-C6
6.11%	07/15/40	$	445,000	$	482,403	(i)
6.11%	07/15/40		520,000		562,910	(b)
MASTR Alternative Loan Trust 2003-5
5.00%	08/25/18		50,422		3,620	(g)
ML-CFC Commercial Mortgage Trust 2006-3
5.46%	07/12/46		570,000		605,079	(i)
Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10
4.08%	07/15/46		388,000		393,793	(i)
Morgan Stanley Bank of America Merrill Lynch Trust 2014-C18
3.39%	10/15/47		205,642		164,734	(b)
Morgan Stanley Bank of America Merrill Lynch Trust 2014-C19
3.25%	12/15/47		242,461		195,991	(b)
Morgan Stanley Capital I Trust 2005-T17
4.84%	12/13/41		335,121		336,095	(i)
Morgan Stanley Capital I Trust 2006-IQ11
5.66%	10/15/42		250,000		256,686	(i)
Morgan Stanley Capital I Trust 2006-T21
5.16%	10/12/52		450,000		461,399	(i)
5.27%	10/12/52		320,000		330,454	(i)
Morgan Stanley Capital I Trust 2006-T23
5.81%	08/12/41		160,000		167,866	(i)
Morgan Stanley Capital I Trust 2007-IQ16
6.08%	12/12/49		430,000		468,532	(i)
Morgan Stanley Capital I Trust 2008-T29
6.28%	01/11/43		210,000		234,231	(i)

		Principal Amount		Fair Value
Morgan Stanley Capital I Trust 2012-C4
5.21%	03/15/45	$	190,000	$	212,316	(b,i)
Wells Fargo Commercial Mortgage Trust 2014-LC18
3.96%	12/15/47		402,815		341,621	(b,i)
Wells Fargo Mortgage Backed Securities Trust 2006-3
5.50%	03/25/36		138,138		8,174
WFRBS Commercial Mortgage Trust 2013-C17
4.26%	12/15/46		235,000		252,566
5.13%	12/15/46		170,000		168,874	(b,i)
WFRBS Commercial Mortgage Trust 2014-C19
4.72%	03/15/47		290,000		315,402	(i)
WFRBS Commercial Mortgage Trust 2014-C22
3.91%	09/15/57		247,584		216,529	(b,i)
WFRBS Commercial Mortgage Trust 2014-LC14
4.35%	03/15/47		533,000		574,793	(i)
					18,603,855
Sovereign Bonds — 1.1%
Government of Brazil
4.25%	01/07/25		602,000		602,000	(h)
Government of Chile
3.63%	10/30/42		148,000		134,310	(h)
Government of Colombia
2.63%	03/15/23		323,000		299,906
5.63%	02/26/44		334,000		375,750	(h)
Government of Mexico
3.60%	01/30/25		319,000		317,883
4.00%	10/02/23		208,000		215,800	(h)
4.75%	03/08/44		398,000		414,915	(h)
Government of Panama
4.00%	09/22/24		200,000		205,500	(h)
Government of Peru
5.63%	11/18/50		67,000		78,893
Government of Philippines
4.20%	01/21/24		200,000		217,000	(h)

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

66

Elfun Income Fund December 31, 2014

		Principal Amount		Fair Value
Government of Turkey
3.25%	03/23/23	$	293,000	$	277,984	(h)
6.63%	02/17/45		137,000		168,133	(h)
					3,308,074
Municipal Bonds and Notes — 0.7%
American Municipal Power Inc.
6.27%	02/15/50		275,000		352,000
Municipal Electric Authority of Georgia
6.64%	04/01/57		317,000		420,253
New Jersey Transportation Trust Fund Authority
6.88%	12/15/39		165,000		184,102
Port Authority of New York & New Jersey
4.46%	10/01/62		520,000		551,943
South Carolina State Public Service Authority
6.45%	01/01/50		200,000		273,836
State of California
5.70%	11/01/21		280,000		331,708
					2,113,842
FNMA — 0.0% *
Lehman TBA
5.50%	TBA		198,633		49,658	(n,q)
Total Bonds and Notes (Cost $306,965,647)					310,708,783

	Number of Shares
Domestic Equity — 0.1%
Preferred Stock — 0.1%
Wells Fargo & Co. (Cost $322,150)	12,886	330,526
Total Investments in Securities (Cost $307,287,797)		311,039,309

	Fair Value
Short-Term Investments — 6.9%
State Street Institutional U.S. Government Money Market Fund — Premier Class
0.00% (Cost $21,605,685)	$	21,605,685	(d,h,o)
Total Investments (Cost $328,893,482)		332,644,994
Liabilities in Excess of Other Assets, net — (6.4)%		(19,888,660)
NET ASSETS — 100.0%	$	312,756,334

Other Information:

The Fund had the following long futures contracts open at December 31, 2014:

Description	Expiration date	Number of Contracts		Current Notional Value		Unrealized Appreciation (Depreciation)
2 Yr. U.S. Treasury Notes Futures	March 2015		158	$	34,537,812	$	(48,480)
U.S. Long Bond Futures	March 2015		26		3,758,625		46,558
Ultra Long-Term U.S. Treasury Bond Futures	March 2015		5		825,938		34,844
						$	32,922

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

67

Elfun Income Fund December 31, 2014

The Fund had the following short futures contracts open at December 31, 2014:

Description	Expiration date	Number of Contracts		Current Notional Value		Unrealized Depreciation
5 Yr. U.S. Treasury Notes Futures	March 2015		67	$	(7,968,289)	$	(8,667)
10 Yr. U.S. Treasury Notes Futures	March 2015		198		(25,105,781)		(54,463)
						$	(63,130)
						$	(30,208)

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

68

(Unaudited)

SSgA Funds Management, Inc. (“SSgA FM”) is the sub-adviser to the Elfun Government Money Market Fund. SSgA FM is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended, and is a wholly owned subsidiary of State Street Corporation (State Street), a publicly held bank holding company. SSgA FM, and other advisory affiliates of State Street make up State Street Global Advisors (SSgA), the investment management arm of State Street. The Fund is managed by a team of portfolio managers and the key professionals involved in the day-to-day portfolio management for the Fund include: Jeff A. St. Peters and Todd N. Bean. See portfolio managers’ biographical information beginning on page 124.

Q. How did the Elfun Government Money Market Fund perform compared to its benchmark for the twelve-month period ended December 31, 2014?

A. For the twelve-month period ended December 31, 2014, the Elfun Government Money Market Fund returned 0.05%. The 90-day Treasury Bill, the Fund’s benchmark, returned 0.03% over the same period.

Q. What market factors affected the Fund’s performance?

A. Overall, the short-term market held a three to five basis point range over the course of 2014. Repurchase agreements, agency discount notes and short U.S. Treasuries were stable due to the accommodative Central Bank environment. The Fed’s 0-25 bps target range continues to keep market rates low, however, the Fed’s Reverse Repurchase Facility program kept short-term market rates off the zero-bound.

Q. What were the primary drivers of Fund performance?

A. During the first half of 2014, the short-term market was focused on the anticipated regulatory changes from the Securities and Exchange Commission (SEC). In July, the SEC approved new money market reform rules that will force certain prime money market funds to abandon the stable $1.00 net asset value and impose liquidity fees and redemption gates under certain circumstances. The adopted rules were largely in-line with expectations and have a two-year implementation period.

During the fourth quarter of 2014, the market was affected by worries of European growth prospects. Deflation concerns hit the market in mid-October, causing a steep sell-off in stock markets. U.S. Treasuries rallied initially, but subsequently retreated as the fundamentals in the U.S. remained robust. The Fed wrapped up the third round of quantitative easing and completed their final U.S. treasury and mortgage-backed security purchases in October. As we moved into November, energy concerns became more apparent and resulted in a major sell-off. Specific to the short-term markets, the Fed announced an expansion of its Reverse Repurchase Facility to include term repurchase agreements (repos) for year-end liquidity needs. In addition, the Fed adjusted the rate they paid on overnight repos (conducted daily). This allowed short-term rates to remain positive and Fed Funds to trade three to five basis points higher than it had for months. Overall, year-end liquidity was more intact than it had been in prior years.

69

(Unaudited)

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

A. In April 2014, the Fund was restructured from a prime money market fund to a government money market fund ahead of anticipated regulatory changes. Then, effective October 1, 2014, GE Asset Management Incorporated (GEAM) entered into an investment sub-advisory agreement with SSgA Funds Management, Inc. (SSgA FM), pursuant to which SSgA FM became investment sub-adviser to the Fund. In an effort to ensure a seamless transition to SSgA FM, GEAM adjusted the positioning of the Fund during the third quarter of 2014 such that the Fund had a shorter duration and did not require trading just ahead of the transition. Upon taking over as sub-adviser, SSgA FM reported no significant changes in the composition of the Fund.

70

(Unaudited)

Understanding Your Fund’s Expenses

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

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors in units of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended December 31, 2014.

Actual Expenses

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

period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs, such as sales charges or redemption fees, if any. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

July 1, 2014 – December 31, 2014

	Account value at the beginning of the period ($)		Account value at the end of the period ($)		Expenses paid during the period ($)*
Actual Fund Return		1,000.00		1,000.50		0.20
Hypothetical 5% Return (2.5% for the period)		1,000.00		1,025.00		0.20

* Expenses are equal to the Fund’s annualized net expense ratio of 0.04%** (for the period July 1, 2014 – December 31, 2014), multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

** May differ from expense ratio disclosed in the financial highlights, which is calculated based on the entire fiscal year’s data.

71

(Unaudited)

Investment Profile

A mutual fund designed for investors who seek a high level of current income consistent with prudent investment management and the preservation of capital. The Fund seeks to achieve its investment objective by investing primarily in short-term, U.S. dollar denominated money market instruments.

Sector Allocation

as a % of Investments of $139,199 (in thousands) on December 31, 2014 ^(b)

Change in Value of a $10,000 Investment^(a)

Average Annual Total Return

for the periods ended December 31, 2014

(Inception date: 6/13/90)
	One Year		Five Year		Ten Year		Ending value of a $10,000 investment (a)
Elfun Government Money Market Fund		0.05%		0.06%		1.63%	$	11,753
90 Day U.S. T-Bill		0.03%		0.07%		1.42%	$	11,569

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

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

See Notes to Performance beginning on page 1 for further information, including an explanation of Morningstar peer categories. Past performance does not predict future performance. The performance shown in the graphs and tables does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. An investment in the Elfun Government Money Market Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or by any other Government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per unit, it is possible to lose money by investing in the Fund.

72

Elfun Government Money Market Fund December 31, 2014

		Principal Amount		Amortized Cost
Short-Term Investments — 100.0%†
U.S. Treasuries — 38.8%
U.S. Treasury Bills
0.01%	01/15/15	$	10,000,000	$	9,999,969	(d)
0.02%	01/02/15 - 02/26/15		36,000,000		35,999,659	(d)
0.03%	02/12/15 - 02/19/15		8,000,000		7,999,710	(d)
0.05%	04/16/15		75,000		74,989	(d)
					54,074,327
U.S. Government Agency Obligations — 46.7%
Fannie Mae Discount Notes
0.05%	01/07/15 - 02/26/15		3,110,000		3,109,822	(d)
0.06%	04/15/15		1,500,000		1,499,727	(d)
0.07%	04/27/15		1,000,000		999,774	(d)
0.09%	04/01/15		2,000,000		1,999,575	(d)
0.10%	04/16/15		2,000,000		1,999,446	(d)
0.11%	03/18/15		1,000,000		999,768	(d)
0.14%	06/10/15		1,500,000		1,499,067	(d)
Federal Farm Credit Discount Notes
0.08%	04/21/15		500,000		499,878	(d)
Federal Home Loan Bank Discount Notes
0.04%	01/02/15		3,000,000		2,999,997	(d)
0.05%	01/07/15		4,000,000		3,999,969	(d)
0.06%	01/21/15		2,000,000		1,999,931	(d)
0.07%	01/28/15 - 01/30/15		4,500,000		4,499,764	(d)
0.08%	02/06/15		4,750,000		4,749,608	(d)
0.09%	04/22/15 - 04/29/15		2,450,000		2,449,340	(d)
0.10%	02/13/15 - 04/29/15		8,085,000		8,083,446	(d)
0.13%	05/20/15		210,000		209,895	(d)
0.18%	03/20/15		1,000,000		999,617	(d)
Freddie Mac Discount Notes
0.04%	01/12/15 - 01/28/15		4,200,000		4,199,911	(d)
0.06%	03/12/15		610,000		609,935	(d)
0.07%	03/25/15 - 04/01/15		4,000,000		3,999,327	(d)
0.09%	03/09/15 - 05/08/15		3,000,000		2,999,207	(d)
0.10%	03/16/15 - 04/24/15		3,000,000		2,999,219	(d)
0.11%	03/30/15 - 04/13/15		4,600,000		4,598,684	(d)
0.13%	06/08/15		2,000,000		1,998,854	(d)
0.15%	06/15/15		1,000,000		999,322	(d)
					65,003,083

	Principal Amount		Amortized Cost
Repurchase Agreement — 14.5%
Merrill Lynch, Pierce, Fenner & Smith, Inc. U.S. Treasury Repo 0.07% dated 12/31/14, to be repurchased at $20,122,039 on 01/02/15 collateralized by $20,524,474 U.S. Treasury Note, 0.50%, maturing on 09/30/16. 01/02/15	$	20,122,000	$	20,122,000
Total Short-Term Investments (Cost $139,199,410)				139,199,410
Other Assets and Liabilities, net — 0.0%*				18,667
NET ASSETS — 100.0%			$	139,218,077

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

73

December 31, 2014

The views expressed in this document reflect our judgment as of the publication date and are subject to change at any time without notice. The securities cited may not be representative of the Funds’ future investments and should not be construed as a recommendation to purchase or sell a particular security. See each Funds’ summary prospectus and the Funds’ statutory prospectus for complete descriptions of investment objectives, policies, risks and permissible investments.

(a) Non-income producing security.

(b) Pursuant to Rule 144A of the Securities Act of 1933, as amended, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2014, these securities amounted to $8,380,692 and $37,410,402 or 3.64% and 11.96% of the net assets of the Elfun Diversified Fund and Elfun Income Fund, respectively. These securities have been determined to be liquid using procedures established by the Fund’s Board of Directors.

(c) Settlement is on a delayed delivery or when-issued basis with final maturity to be announced (TBA) in the future.

(d) Coupon amount represents effective yield.

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

(f) Principal only security. These securities represent the right to receive the monthly principal payments on an underlying pool of mortgages. No payments of interest on the pool are passed through to the “principal only” holder.

(g) Interest only security. These securities represent the right to receive the monthly interest payments on an underlying pool of mortgages. Payments of principal on the pool reduce the value of the “interest only” holding.

(h) At December 31, 2014, all or a portion of this security was pledged to cover collateral requirements for futures and/or TBA’s.

(i) Variable or floating rate security. The stated rate represents the rate at December 31, 2014.

(j) Step coupon bond.

(k) Escrowed to maturity Bonds are collateralized by U.S. Treasury securities which are held in escrow by a trustee and are used to pay principal and interest on such bonds.

(l) Pre-refunded Bonds are collateralized by U.S. Treasury securities, which are held in escrow by a trustee and are used to pay principal and interest on the tax-exempt issue to retire the bonds at the earliest refunding date.

(m) The security is insured by AGC, AGMC, AMBAC, FGIC or MBIA. The Elfun Tax-Exempt Fund had no insurance concentrations of 5% or greater as of December 31, 2014 (as a percentage of net assets).

(n) Security is in default.

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

(p) Represents a payment-in-kind (PIK) security which may pay all or a portion of interest in additional par.

(q) Security is fair valued by the Valuation Committee, in accordance with the procedures approved by GEAM’s Board of Trustees.

† Percentages are based on net assets as of December 31, 2014.

* Less than 0.05%

** Amount is less than $ 0.50.

*** Less than 0.005%

74

December 31, 2014

Abbreviations:

ADR	—	American Depositary Receipt
AGC	—	Assured Guaranty Corporation
AGMC	—	Assured Guaranty Municipal Company
AMBAC	—	AMBAC Indemnity Corporation
FGIC	—	Financial Guaranty Insurance Corporation
MBIA	—	Municipal Bond Investors Assurance Corporation
REIT	—	Real Estate Investment Trust
REMIC	—	Real Estate Mortgage Investment Conduit
SPDR	—	Standard and Poor’s Depositary Receipt
STRIPS	—	Separate Trading of Registered Interest and Principal of Security
TBA	—	To Be Announced

75

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

Elfun International Equity Fund	2014			2013			2012			2011			2010
Inception date		—			—			—			—			1/1/88
Net asset value, beginning of period		$21.93			$18.31			$15.43			$18.92			$18.24
Income/(loss) from investment operations:
Net investment income		0.58			0.37			0.35			0.44			0.36
Net realized and unrealized gains/(losses) on investments		(2.24	)		3.62			2.88			(3.48	)		0.69
Total income/(loss) from investment operations		(1.66	)		3.99			3.23			(3.04	)		1.05
Less distributions from:
Net investment income		0.57			0.37			0.35			0.44			0.37
Return of capital		—			—			0.00	*		0.01			—
Total distributions		0.57			0.37			0.35			0.45			0.37
Net asset value, end of period		$19.70			$21.93			$18.31			$15.43			$18.92
TOTAL RETURN  (a)		(7.62	)%		21.81	%		20.95	%		(16.02	)%		5.77	%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)		$254,310			$306,922			$260,728			$240,572			$309,473
Ratios to average net assets:
Net investment income		2.54	%		1.83	%		1.98	%		2.34	%		2.05	%
Net expenses		0.33	%(b)		0.31	%(b)		0.45	%(b)		0.30	%(b)		0.32	%(b)
Gross expenses		0.33	%		0.31	%		0.45	%		0.31	%		0.34	%
Portfolio turnover rate		36	%		49	%		47	%		39	%		42	%

Notes to Financial Highlights

(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions and assume no sales charge. Past performance does not guarantee future results.

(b) Includes contractual management fee waiver related to the Fund’s investments in the GE Institutional Money Market Fund (the “Fund”). The fee waiver agreement was terminated effective June 30, 2014 with the closure of the Fund.

* Less than $0.005.

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

76

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

Elfun Trusts	2014			2013			2012			2011			2010
Inception date		—			—			—			—			5/27/35
Net asset value, beginning of period		$56.07			$44.06			$40.35			$41.38			$38.50
Income/(loss) from investment operations:
Net investment income		0.75			0.71			0.77			0.48			0.40
Net realized and unrealized gains/(losses) on investments		6.67			14.68			7.77			0.06			4.64
Total income from investment operations		7.42			15.39			8.54			0.54			5.04
Less distributions from:
Net investment income		0.75			0.72			0.76			0.48			0.41
Net realized gains		4.72			2.66			4.07			1.09			1.75
Total distributions		5.47			3.38			4.83			1.57			2.16
Net asset value, end of period		$58.02			$56.07			$44.06			$40.35			$41.38
TOTAL RETURN (a)		13.13	%		34.98	%		21.27	%		1.33	%		13.07	%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)		$2,476,637			$2,326,948			$1,820,262			$1,647,396			$1,731,716
Ratios to average net assets:
Net investment income		1.26	%		1.36	%		1.60	%		1.09	%		1.00	%
Net expenses		0.18	%(b)		0.15	%(b)		0.19	%(b)		0.21	%(b)		0.21	%(b)
Gross expenses		0.18	%		0.15	%		0.19	%		0.21	%		0.22	%
Portfolio turnover rate		13	%		12	%		11	%		16	%		14	%

Notes to Financial Highlights

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

(b) Includes contractual management fee waiver related to the Fund’s investments in the GE Institutional Money Market Fund (the “Fund”). The fee waiver agreement was terminated effective June 30, 2014 with the closure of the Fund.

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

77

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

Elfun Diversified Fund	2014			2013			2012			2011			2010
Inception date		—			—			—			—			1/1/88
Net asset value, beginning of period		$19.84			$18.30			$16.53			$17.41			$16.08
Income/(loss) from investment operations:
Net investment income		0.37			0.36			0.33			0.38			0.28
Net realized and unrealized gains/(losses) on investments		0.62			2.70			1.78			(0.83	)		1.32
Total income/(loss) from investment operations		0.99			3.06			2.11			(0.45	)		1.60
Less distributions from:
Net investment income		0.37			0.35			0.34			0.43			0.27
Net realized gains		1.65			1.17			—			—			—
Return of capital		0.03			—			—			—			—
Total distributions		2.05			1.52			0.34			0.43			0.27
Net asset value, end of period		$18.78			$19.84			$18.30			$16.53			$17.41
TOTAL RETURN (a)		4.95	%		16.79	%		12.77	%		(2.60	)%		9.98	%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)		$230,123			$235,903			$213,168			$210,095			$229,881
Ratios to average net assets:
Net investment income		1.79	%		1.78	%		1.75	%		2.11	%		1.76	%
Net expenses		0.39	%(b)		0.33	%(b)		0.46	%(b)		0.40	%(b)		0.48	%(b)
Gross expenses		0.39	%		0.34	%		0.47	%		0.41	%		0.75	%
Portfolio turnover rate		176	%		144	%		173	%		197	%		148	%

Notes to Financial Highlights

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

(b) Includes contractual management fee waiver related to the Fund’s investments in the GE Institutional Money Market Fund (the “Fund”). The fee waiver agreement was terminated effective June 30, 2014 with the closure of the Fund.

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

78

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

Elfun Tax-Exempt Income Fund	2014			2013			2012			2011			2010
Inception date		—			—			—			—			1/1/80
Net asset value, beginning of period		$11.34			$12.32			$11.97			$11.33			$11.64
Income/(loss) from investment operations:
Net investment income		0.47			0.49			0.51			0.53			0.53
Net realized and unrealized gains/(losses) on investments		0.63			(0.98	)		0.37			0.64			(0.31	)
Total income/(loss) from investment operations		1.10			(0.49	)		0.88			1.17			0.22
Less distributions from:
Net investment income		0.47			0.49			0.51			0.53			0.53
Net realized gains		—			0.00	*		0.02			—			—
Total distributions		0.47			0.49			0.53			0.53			0.53
Net asset value, end of period		$11.97			$11.34			$12.32			$11.97			$11.33
TOTAL RETURN (a)		9.85	%		(4.06	)%		7.45	%		10.57	%		1.86	%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)		$1,624,266			$1,568,533			$1,785,176			$1,730,904			$1,677,925
Ratios to average net assets:
Net investment income		4.01	%		4.14	%		4.18	%		4.56	%		4.54	%
Net expenses		0.21	%		0.23	%		0.18	%		0.19	%		0.19	%
Gross expenses		0.21	%		0.23	%		0.18	%		0.19	%		0.19	%
Portfolio turnover rate		34	%		28	%		28	%		31	%		26	%

Notes to Financial Highlights

(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions and assume no sales charge. Past performance does not guarantee future results.

* Less than $0.005.

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

79

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

Elfun Income Fund	2014			2013			2012			2011			2010
Inception date		—			—			—			—			12/31/84
Net asset value, beginning of period		$11.22			$11.65			$11.58			$11.18			$10.73
Income/(loss) from investment operations:
Net investment income		0.29			0.29			0.26			0.39			0.36
Net realized and unrealized gains/(losses) on investments		0.35			(0.40	)		0.42			0.48			0.52
Total income/(loss) from investment operations		0.64			(0.11	)		0.68			0.87			0.88
Less distributions from:
Net investment income		0.29			0.29			0.26			0.38			0.43
Net realized gains		0.00	*		0.03			0.35			0.09			—
Total distributions		0.29			0.32			0.61			0.47			0.43
Net asset value, end of period		$11.57			$11.22			$11.65			$11.58			$11.18
TOTAL RETURN (a)		5.75	%		(0.95	)%		5.94	%		7.87	%		8.31	%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)		$312,756			$319,994			$364,407			$363,029			$350,325
Ratios to average net assets:
Net investment income		2.50	%		2.53	%		2.20	%		3.39	%		3.34	%
Net expenses		0.29	%(b)		0.28	%(b)		0.23	%(b)		0.24	%(b)		0.23	%(b)
Gross expenses		0.29	%		0.29	%		0.25	%		0.26	%		0.27	%
Portfolio turnover rate		326	%		330	%		402	%		438	%		357	%

Notes to Financial Highlights

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

(b) Includes contractual management fee waiver related to the Fund’s investments in the GE Institutional Money Market Fund (the “Fund”). The fee waiver agreement was terminated effective June 30, 2014 with the closure of the Fund.

* Less than $0.005.

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

80

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

Elfun Government Money Market Fund	2014			2013			2012			2011			2010
Inception date		—			—			—			—			6/13/90
Net asset value, beginning of period		$1.00			$1.00			$1.00			$1.00			$1.00
Income/(loss) from investment operations:
Net investment income		—			—			—			0.00	*		0.00	*
Total income from investment operations		—			—			—			0.00	*		0.00	*
Less distributions from:
Net investment income		0.00	*		—			—			0.00	*		0.00	*
Net realized gains		—			0.00	*		—			—			—
Total distributions		0.00	*		0.00	*		—			0.00	*		0.00	*
Net asset value, end of period		$1.00			$1.00			$1.00			$1.00			$1.00
TOTAL RETURN (a)		0.05	%		0.04	%		0.00	%		0.07	%		0.15	%(c)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)		$139,218			$166,530			$164,529			$177,378			$207,108
Ratios to average net assets:
Net investment income		—	%		—	%		—	%		0.01	%		0.06	%
Net expenses		0.05	%**		0.11	%**		0.18	%**		0.23	%**		0.26	%**
Gross expenses		0.36	%		0.34	%		0.32	%		0.32	%		0.28	%

Notes to Financial Highlights

(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions and assume no sales charge. Past performance does not guarantee future results.

(c) Total return is revised to correct an error in the total return calculation, which was determined not to be material to previously issued financial statements.

* Less than $0.005.

** GEAM has voluntarily undertaken to reduce its management fee and/or subsidize certain expenses of the Fund to the extent necessary to maintain a minimum annualized yield of 0.00%.

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

81

Statements of Assets and Liabilities December 31, 2014	ELFUN INTERNATIONAL EQUITY FUND				ELFUN TRUSTS
ASSETS
Investments in securities, at Fair Value (cost $230,462,276; $1,332,584,681; $185,373,645; $1,480,087,766; $307,287,797 and $0, respectively)		$	249,028,705			$	2,406,900,080
Short-term investments, at Amortized Cost			5,227,089				65,958,047
Repurchase agreements			—				—
Cash			10,344				—
Restricted cash			122,039				—
Foreign currency (cost $9,857; $0; $774; $0; $0 and $0, respectively)			9,869				—
Receivable from GEAM			11,126				—
Receivable for investments sold			—				—
Income receivables			374,362				4,857,854
Receivable for fund shares sold			5,115				210,366
Other assets			—				31,770
Total assets			254,788,649				2,477,958,117
LIABILITIES
Distribution payable to shareholders			—				—
Payable for investments purchased			—				—
Payable for fund shares redeemed			223,844				612,401
Payable to GEAM			—				474,538
Accrued other expenses			136,968				234,086
Variation margin payable			19,723				—
Accrued foreign capital gains tax			98,201				—
Total liabilities			478,736				1,321,025
NET ASSETS		$	254,309,913			$	2,476,637,092
NET ASSETS CONSIST OF:
Capital paid in		$	260,285,653			$	1,398,450,431
Undistributed (distributions in excess of) net investment income			32				80,067
Accumulated net realized gain (loss)			(24,410,347	)			3,791,195
Net unrealized appreciation (depreciation) on:
Investments			18,468,228				1,074,315,399
Futures			(4,776	)			—
Foreign currency related transactions			(28,877	)			—
NET ASSETS		$	254,309,913			$	2,476,637,092
Shares outstanding (Par value $10; $10; $10; $10; $10; and $1, respectively; unlimited shares authorized)			12,907,100				42,687,400
Net asset value, offering and redemption price per share		$	19.70			$	58.02

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

82

ELFUN DIVERSIFIED FUND				ELFUN TAX-EXEMPT INCOME FUND				ELFUN INCOME FUND				ELFUN GOVERNMENT MONEY MARKET FUND
	$	205,199,721			$	1,608,548,861			$	311,039,309			$	—
		30,414,288				28,548,000				21,605,685				119,077,410
		—				—				—				20,122,000
		8,313				—				1,685				336
		103,200				—				—				—
		770				—				—				—
		—				—				—				—
		1				—				95				—
		602,268				20,647,403				1,903,649				39
		2,555				215,663				26,517				512,814
		—				11,990				—				—
		236,331,116				1,657,971,917				334,576,940				139,712,599
		—				1,629,881				163,514				—
		5,724,969				31,629,078				21,418,414				—
		215,481				79,365				64,235				401,473
		497				209,329				27,724				3,950
		163,027				158,504				107,472				89,099
		103,865				—				39,247				—
		—				—				—				—
		6,207,839				33,706,157				21,820,606				494,522
	$	230,123,277			$	1,624,265,760			$	312,756,334			$	139,218,077
	$	211,038,862			$	1,520,989,459			$	308,363,824			$	139,216,864
		24				62,784				331,472				—
		(881,057	)			(25,247,578	)			339,734				1,213
		19,826,076				128,461,095				3,751,512				—
		145,082				—				(30,208	)			—
		(5,710	)			—				—				—
	$	230,123,277			$	1,624,265,760			$	312,756,334			$	139,218,077
		12,255,524				135,740,070				27,041,854				139,415,803
	$	18.78			$	11.97			$	11.57			$	1.00

83

Statements of Operations For the year ended December 31, 2014	ELFUN INTERNATIONAL EQUITY FUND				ELFUN TRUSTS
INVESTMENT INCOME
Income
Dividend		$	8,782,970			$	34,214,190
Interest			9				105
Less: Foreign taxes withheld			(598,358	)			—
Total income			8,184,621				34,214,295
Expenses
Advisory and administration fees			498,814				3,425,374
Blue Sky fees			24,033				30,977
Transfer agent fees			163,019				573,537
Custody and accounting expenses			143,203				92,804
Professional fees			25,604				34,417
Other expenses			85,951				214,989
Total expenses before waivers			940,624				4,372,098
Less: Fees waived and expenses reimbursed by the adviser			(1,181	)			(14,936	)
Net expenses			939,443				4,357,162
Net investment income		$	7,245,178			$	29,857,133
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on:
Investments			20,400,655				191,149,342
Futures			39,186				—
Foreign currency transactions			(136,051	)			—
Increase (decrease) in unrealized appreciation/depreciation on:
Investments			(49,326,360	)			76,152,832
Futures			(271,702	)			—
Foreign currency translations			(43,659	)			—
Net realized and unrealized gain (loss) on investments			(29,337,931	)			267,302,174
Net increase (decrease) in net assets resulting from operations		$	(22,092,753	)		$	297,159,307

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

84

ELFUN DIVERSIFIED FUND				ELFUN TAX-EXEMPT INCOME FUND				ELFUN INCOME FUND				ELFUN GOVERNMENT MONEY MARKET FUND
	$	3,320,876			$	—			$	18,846			$	—
		1,975,302				68,106,603				8,881,539				76,191
		(103,884	)			—				—				—
		5,192,294				68,106,603				8,900,385				76,191
		407,250				2,850,467				560,498				264,501
		23,069				30,186				21,280				34,601
		121,995				258,420				144,540				113,659
		280,140				69,843				114,656				62,213
		29,331				44,104				25,990				16,129
		69,614				195,370				80,599				55,579
		931,399				3,448,390				947,563				546,682
		(6,374	)			—				(7,747	)			(470,491	)
		925,025				3,448,390				939,816				76,191
	$	4,267,269			$	64,658,213			$	7,960,569			$	—
		18,148,802				(4,091,383	)			3,952,966				1,213
		402,398				(4,255,025	)			(2,620,819	)			—
		(19,696	)			—				—				—
		(11,147,232	)			93,958,249				8,712,223				—
		(255,752	)			—				(341,186	)			—
		(8,195	)			—				—				—
		7,120,325				85,611,841				9,703,184				1,213
	$	11,387,594			$	150,270,054			$	17,663,753			$	1,213

85

Statements of Changes in Net Assets For the year ended December 31, 2014 and 2013	ELFUN INTERNATIONAL EQUITY FUND
	2014				2013
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income		$	7,245,178			$	5,092,422
Net realized gain (loss) on investments, futures and foreign currency transactions			20,303,790				20,498,760
Net increase (decrease) in unrealized appreciation/depreciation on investments, futures and foreign currency translations			(49,641,721	)			30,068,363
Net increase (decrease) from operations			(22,092,753	)			55,659,545
Distributions to shareholders from:
Net investment income			(7,173,676	)			(5,047,548	)
Net realized gains			—				—
Return of capital			—				—
Total distributions			(7,173,676	)			(5,047,548	)
Increase (decrease) in assets from operations and distributions			(29,266,429	)			50,611,997
Share transactions:
Proceeds from sale of shares			5,989,812				8,363,427
Value of distributions reinvested			6,310,419				4,490,586
Cost of shares redeemed			(35,645,662	)			(17,272,192	)
Net increase (decrease) from share transactions			(23,345,431	)			(4,418,179	)
Total increase (decrease) in net assets			(52,611,860	)			46,193,818
NET ASSETS
Beginning of year			306,921,773				260,727,955
End of year		$	254,309,913			$	306,921,773
Undistributed (distributions in excess of) net investment income, end of year		$	32			$	(7	)
CHANGES IN FUND SHARES
Shares sold			281,667				421,399
Issued for distributions reinvested			315,205				208,476
Shares redeemed			(1,685,316	)			(875,133	)
Net increase (decrease) in fund shares			(1,088,444	)			(245,258	)

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

86

				ELFUN TRUSTS									ELFUN DIVERSIFIED FUND
2014					2013				2014					2013
	$	29,857,133				$	28,188,095			$	4,267,269				$	4,005,901
		191,149,342					105,313,057				18,531,504					15,552,659
		76,152,832					488,564,280				(11,411,179	)				15,309,064
		297,159,307					622,065,432				11,387,594					34,867,624
		(29,624,777	)				(28,390,137	)			(4,188,445	)				(3,909,807	)
		(187,625,045	)				(105,323,220	)			(18,371,427	)				(13,026,535	)
		—					—				(379,499	)				—
		(217,249,822	)				(133,713,357	)			(22,939,371	)				(16,936,342	)
		79,909,485					488,352,075				(11,551,777	)				17,931,282
		53,464,351					52,506,920				11,842,915					10,856,991
		173,632,057					106,119,503				20,221,724					14,739,769
		(157,316,644	)				(140,293,251	)			(26,292,570	)				(20,793,272	)
		69,779,764					18,333,172				5,772,069					4,803,488
		149,689,249					506,685,247				(5,779,708	)				22,734,770
		2,326,947,843					1,820,262,596				235,902,985					213,168,215
	$	2,476,637,092				$	2,326,947,843			$	230,123,277				$	235,902,985
	$	80,067				$	—			$	24				$	(1	)
		922,288					1,021,591				592,677					547,872
		2,962,497					1,906,579				1,070,499					747,832
		(2,698,432	)				(2,737,265	)			(1,295,036	)				(1,054,014	)
		1,186,353					190,905				368,140					241,690

87

Statements of Changes in Net Assets For the year ended December 31, 2014 and 2013	ELFUN TAX-EXEMPT INCOME FUND
	2014				2013
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income		$	64,658,213			$	69,805,656
Net realized gain (loss) on investments, futures and foreign currency transactions			(8,346,408	)			(16,789,836	)
Net increase (decrease) in unrealized appreciation/depreciation on investments, futures and foreign currency translations			93,958,249				(123,267,193	)
Net increase (decrease) from operations			150,270,054				(70,251,373	)
Distributions to shareholders from:
Net investment income			(64,658,255	)			(69,805,656	)
Net realized gains			—				(19,351	)
Return of capital			—				—
Total distributions			(64,658,255	)			(69,825,007	)
Increase (decrease) in assets from operations and distributions			85,611,799				(140,076,380	)
Share transactions:
Proceeds from sale of shares			47,814,369				51,347,357
Value of distributions reinvested			43,941,692				47,821,362
Cost of shares redeemed			(121,634,739	)			(175,736,389	)
Net increase (decrease) from share transactions			(29,878,678	)			(76,567,670	)
Total increase (decrease) in net assets			55,733,121				(216,644,050	)
NET ASSETS
Beginning of year			1,568,532,639				1,785,176,689
End of year		$	1,624,265,760			$	1,568,532,639
Undistributed (distributions in excess of) net investment income, end of year		$	62,784			$	62,826
CHANGES IN FUND SHARES
Shares sold			4,057,975				4,304,139
Issued for distributions reinvested			3,720,994				4,061,921
Shares redeemed			(10,321,944	)			(15,039,292	)
Net increase (decrease) in fund shares			(2,542,975	)			(6,673,232	)

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

88

				ELFUN INCOME FUND									ELFUN GOVERNMENT MONEY MARKET FUND
2014					2013				2014					2013
	$	7,960,569				$	8,675,262			$	—				$	—
		1,332,147					(270,034	)			1,213					2,604
		8,371,037					(11,892,194	)			—					—
		17,663,753					(3,486,966	)			1,213					2,604
		(7,994,297	)				(8,585,695	)			(62,739	)				—
		(58,810	)				(928,338	)			—					(67,655	)
		—					—				—					—
		(8,053,107	)				(9,514,033	)			(62,739	)				(67,655	)
		9,610,646					(13,000,999	)			(61,526	)				(65,051	)
		12,278,351					16,866,303				62,655,321					109,988,330
		5,997,828					7,097,620				56,986					61,134
		(35,124,433	)				(55,375,961	)			(89,963,152	)				(107,982,347	)
		(16,848,254	)				(31,412,038	)			(27,250,845	)				2,067,117
		(7,237,608	)				(44,413,037	)			(27,312,371	)				2,002,066
		319,993,942					364,406,979				166,530,448					164,528,382
	$	312,756,334				$	319,993,942			$	139,218,077				$	166,530,448
	$	331,472				$	365,200			$	—				$	—
		1,071,105					1,472,564				62,592,321					109,920,330
		522,120					624,675				56,986					61,134
		(3,064,658	)				(4,861,886	)			(89,963,152	)				(107,982,347	)
		(1,471,433	)				(2,764,647	)			(27,313,845	)				1,999,117

89

December 31, 2014

1. Organization of the Funds

The Elfun Funds (each a “Fund” and collectively the “Funds”) are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as open-end management investment companies. The Funds operate as Employees’ Securities Companies (as defined in the 1940 Act) and as such are exempt from certain provisions of the 1940 Act. Each Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC) Topic 946 Financial Services—Investment Companies.

GE Asset Management Incorporated (“GEAM”), the Funds’ investment adviser, is a wholly owned subsidiary of General Electric Company.

2. Summary of Significant Accounting Policies

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

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

The following summarizes the significant accounting policies of the Funds:

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

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

Repurchase Agreements Certain Funds engage in repurchase agreement transactions with respect to instruments that are consistent with the Fund’s investment objectives or policies. The Funds’ custodian takes possession of the collateral pledged for investments in repurchase agreements on behalf of the Funds. The Funds value the underlying collateral daily on a mark-to-market basis to determine that the value, including accrued interest, is at least equal to 102% for domestic securities and 105% for international securities of the repurchase price. In the event the seller defaults and the value of the security declines, or if the seller enters an insolvency proceeding, realization of the collateral by the Funds may be delayed or limited.

Foreign Currency Accounting records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated to U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments denominated in foreign currencies are translated into U.S. dollars at the prevailing exchange rate on the respective dates of such transactions.

All assets and liabilities of the Funds initially expressed in foreign currency values will be converted into U.S. dollars at the WM/Reuter exchange rate computed at 11:00 a.m., Eastern time.

The Funds do not isolate the portion of the results of operations resulting from changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities during the year. Such fluctuations are included in the net realized or unrealized gain or loss from investments. Net realized gains or losses on foreign currency transactions represent net gains or losses on sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income and withholding taxes accrued and the U.S. dollar amount actually received or paid, and gains or losses between the trade and settlement date on purchases and sales of foreign securities. Net unrealized foreign exchange gains and losses arising from changes in the value of other assets and liabilities (including foreign currencies and open foreign currency contracts) as a result of changes in foreign

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exchange rates are included as increases or decreases in unrealized appreciation/depreciation on foreign currency related transactions.

Derivatives The Funds are subject to equity price risk, interest rate risk, credit risk, and foreign currency exchange rate risk in the normal course of pursuing their investment objectives. Certain Funds entered into derivative transactions to gain market exposure for residual and accumulating cash positions and for managing the duration of fixed-income investments.

Futures Contracts A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. Certain Funds invest in interest rate, financial and stock or bond index futures contracts subject to certain limitations. The Elfun International Equity Fund entered into stock index futures contracts for the purpose of gaining market exposure and investing residual cash positions. The Elfun Diversified Fund entered into futures contracts on various stock indices, bonds and notes for the purposes of gaining market exposure, investing residual cash positions and managing duration of fixed income investments. The Elfun Tax-Exempt Income Fund entered into futures contracts on bonds and notes for the purpose of managing duration of fixed income investments. The Elfun Income Fund entered into futures contracts on bonds and notes for the purpose of managing duration of fixed income investments. Buying futures tends to increase a Fund’s exposure to the underlying instrument while selling futures tends to decrease a Fund’s exposure to the underlying instrument, or to hedge other Fund investments. With futures contracts, there is minimal counterparty credit risk to the Funds since futures contracts are exchange traded and the exchange’s clearinghouse, as counterparty to all traded futures, guarantees the futures against default. A Fund’s risks in using these contracts include changes in the value of the underlying instruments, non-performance of the counterparties under the contracts’ terms and changes in the liquidity of the secondary market for the contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they principally trade.

Upon entering into a financial futures contract, the Funds are required to pledge to the broker an amount of cash

and/or other assets equal to a certain percentage of the contract amount, known as initial margin deposit. Subsequent payments, known as variation margin, are made or received by the Funds each day, depending on the daily fluctuation in the fair value of the underlying security. The Funds record an unrealized gain or loss equal to the daily variation margin. Should market conditions move unexpectedly, the Funds may not achieve the anticipated benefits of the futures contracts and may incur a loss. The Funds recognize a realized gain or loss on the expiration or closing of a futures contract.

When-Issued Securities and Forward Commitments Elfun Income Fund and Elfun Diversified Fund purchases or sells securities on a when-issued or forward commitment basis. These transactions are arrangements in which the Fund purchases and sells securities with payment and delivery scheduled a month or more after entering into the transaction. The price of the underlying securities and the date when these securities will be delivered and paid for are fixed at the time the transaction is negotiated. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the commitments. In connection with such purchases, the Funds maintain cash or liquid assets in an amount equal to the purchase commitments for such underlying securities until settlement date and for sales commitments the Funds maintain equivalent deliverable securities as “cover” for the transaction. Unsettled commitments are valued at the current market value of the underlying security. Daily fluctuations in the value of such commitments are recorded as unrealized gains or losses. The Funds will not enter into such commitments for the purpose of investment leverage.

Forward Foreign Currency Exchange Contracts Certain Funds may enter into forward foreign currency exchange contracts to facilitate transactions in foreign denominated securities and to manage currency exposure. Forward foreign currency exchange contracts are valued at the mean between the bid and the offered forward rates as last quoted by a recognized dealer. The aggregate principal amounts of the contracts are not recorded in a Fund’s financial statements. Such amounts appear under the caption Forward Foreign Currency

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December 31, 2014

Contracts in the Schedule of Investments. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities as an asset (or liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains or losses on foreign currency related transactions. A Fund’s risks in using these contracts include changes in the value of foreign currency or the possibility that the counterparties do not perform under the contracts’ terms. When a Fund enters into a forward foreign currency exchange contract, it is required to segregate cash or liquid securities with its custodian in an amount equal to the value of a Fund’s total assets committed to the consummation of the forward contract. If the value of the segregated securities declines, additional cash or securities are segregated so that the value of the account will equal the amount of the Fund’s commitment with respect to the contract.

Investments in Foreign Markets Investments in foreign markets involve special risks and considerations not typically associated with investing in the United States. These risks include revaluation of currencies, high rates of inflation, restrictions on repatriation of income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls, tariffs and taxes, subject to delays in settlements, and their prices may be more volatile.

The Funds may be subject to capital gains and repatriation taxes imposed by certain countries in which they invest. Such taxes are generally based upon income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as income and/or capital gains are earned.

Investment Income Corporate actions (including cash dividends) are recorded on ex-dividend date, net of applicable withholding taxes, except for certain foreign corporate actions which are recorded as soon after ex-dividend date as such information becomes available. Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.

Interest income is recorded on the accrual basis. Accretion of discounts and amortization premiums on taxable bonds are to the call or maturity date, whichever is shorter, using the effective yield method.

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

Federal Income Taxes The Funds intend to comply with all sections of the Internal Revenue Code of 1986 as amended (the “Internal Revenue Code”) applicable to regulated investment companies including the distribution of substantially all of their taxable net investment income, tax-exempt income and net realized capital gains to their shareholders. Therefore, no provision for federal income tax has been made. Each Fund is treated as a separate taxpayer for federal income tax purposes.

3. Security Valuation and Transactions

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

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December 31, 2014

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

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

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

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

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

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

A Fund’s portfolio securities are valued generally on the basis of market quotations. Equity securities generally are valued at the last reported sale price on the primary market in which they are traded. Portfolio securities listed on NASDAQ are valued using the NASDAQ Official Closing Price, Level 1 securities primarily include publicly-traded equity securities. If no sales occurred on the exchange or NASDAQ that day, the portfolio security generally is valued using the last reported bid price. In those circumstances the Fund typically classifies the investment securities in Level 2.

Debt securities (other than short-term securities described below) generally are valued at an evaluated bid price as reported by independent pricing services. The pricing services use various pricing models for each asset class. The inputs and assumptions to the model of the pricing services are derived from market observable sources, including: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers,

and other market related data. Since many fixed income securities do not trade on a daily basis, the methodology of the pricing service uses other available information as applicable such as benchmark curves, benchmarking of similar securities, sector groupings, and matrix pricing. Thus, certain securities may not be priced using quoted prices, but rather determined from market observable information. These investments are included in Level 2 and are primarily comprised of corporate fixed income, government, mortgage and asset-backed securities. In the absence of a reliable bid price from such a pricing service, debt securities may be valued based on broker or dealer supplied valuations or quotations. In these infrequent circumstances, pricing services may provide the Fund with valuations that are based on significant unobservable inputs, and in those circumstances the investment securities are classified as Level 3.

A Fund may use non-binding broker or dealer quotes for valuation when there is limited or no relevant market activity for a specific investment or for other investments that share similar characteristics and a price is not provided by a pricing service or is deemed not to be reliable. The Funds have not adjusted the prices obtained. Investment securities priced using non-binding broker or dealer quotes are included in Level 3.

Portfolio securities and any short-term investments of sufficient credit quality with remaining maturities of sixty days or less at the time of purchase are typically valued on the basis of amortized cost which approximates fair value and these are included in Level 2. If it is determined that amortized cost does not approximate fair value, securities may be valued based on dealer supplied valuations or quotations. In these infrequent circumstances, pricing services may provide the Fund with valuations that are based on significant unobservable inputs, and in those circumstances the investment securities are classified in Level 3.

Investments in Registered Investment Companies are valued at the published daily net asset value and classified in Level 1.

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

93

December 31, 2014

are designed to establish its “fair” value. These securities are typically classified in Level 3. Those procedures require that the fair value of a security be established by a valuation committee of GEAM. The valuation committee follows different protocols for different types of investments and circumstances. The fair value procedures may be used to value any investment of any Fund in the appropriate circumstances.

Foreign securities may be valued with the assistance of an independent fair value pricing service in circumstances where it is believed that they have been or would be materially affected by events occurring after the close of the portfolio security’s primary market and before the close of regular trading on the New York Stock Exchange (“NYSE”). In these circumstances, the Fund classifies the investment securities in Level 2. This independent fair value pricing service uses a proprietary model to identify affected securities, taking into consideration various factors, and the fair value of such securities may be something other than the last available quotation or other market price.

All assets and liabilities of the Funds initially expressed in foreign currency values will be converted into U.S. dollars at the WM/Reuters exchange rate computed at 11:00 a.m. Eastern time.

Fair value determinations generally are used for securities whose value is affected by a significant event that will materially affect the value of a security and which occurs subsequent to the time of the close of the principal market on which such security trades but prior to the calculation of the Fund’s net asset value (“NAV”).

The value established for such a portfolio security valued other than by use of a market quotation (as described above) may be different than what would be produced through the use of market quotations or another methodology. Portfolio securities that are valued using techniques other than market quotations, including “fair valued” securities, may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that a Fund could sell a portfolio security for the value established for it at any time and it is possible that the Fund would incur a loss because a portfolio security is sold at a discount to its established value.

Other financial investments are derivative instruments that are not reflected in total investments, such as futures, forwards, swaps, and written options contracts, which are valued based on fair value as discussed above.

The Funds use closing prices for derivatives included in Level 1, which are traded either on exchanges or liquid over-the counter markets. Derivative assets and liabilities included in Level 2 primarily represent interest rate swaps, cross-currency swaps and foreign currency and commodity forward and option contracts. Derivative assets and liabilities included in Level 3 primarily represent interest rate products that contain embedded optionality or prepayment features.

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

The following tables present the Funds’ investments measured at fair value on a recurring basis at December 31, 2014:

Fund	Investments	Level 1		Level 2		Level 3		Total
Elfun International Equity Fund	Investments in Securities †
	Common Stock	$	11,686,690	$	233,049,153	$	—	$	244,735,843
	Preferred Stock		—		4,292,862		—		4,292,862
	Short-Term Investments		5,227,089		—		—		5,227,089
	Total Investments in Securities	$	16,913,779	$	237,342,015	$	—	$	254,255,794

94

December 31, 2014

Fund	Investments	Level 1			Level 2		Level 3		Total
	Other Financial Instruments *
	Long Futures Contracts — Unrealized Appreciation	$	2,302		$	—	$	—	$	2,302
	Long Futures Contracts — Unrealized Depreciation		(7,078	)		—		—		(7,078	)
	Total Other Financial Instruments	$	(4,776	)	$	—	$	—	$	(4,776	)
Elfun Trusts	Investments in Securities †
	Common Stock	$	2,406,900,080		$	—	$	—	$	2,406,900,080
	Short-Term Investments		65,958,047			—		—		65,958,047
	Total Investments in Securities	$	2,472,858,127		$	—	$	—	$	2,472,858,127
Elfun Diversified Fund	Investments in Securities †
	Domestic Equity	$	80,855,334		$	—	$	—	$	80,855,334
	Foreign Equity		3,663,851			41,791,263		—		45,455,114
	U.S. Treasuries		—			14,596,531		—		14,596,531
	Agency Mortgage Backed		—			21,026,364		—		21,026,364
	Agency Collateralized Mortgage Obligations		—			295,386		—		295,386
	Asset Backed		—			30,073		—		30,073
	Corporate Notes		—			29,756,414		—		29,756,414
	Non-Agency Collateralized Mortgage Obligations		—			3,791,904		—		3,791,904
	Sovereign Bonds		—			853,107		—		853,107
	Municipal Bonds and Notes		—			373,085		—		373,085
	FNMA		—			—		12,392		12,392
	Exchange Traded Funds		8,154,017			—		—		8,154,017
	Short-Term Investments		30,414,288			—		—		30,414,288
	Total Investments in Securities	$	123,087,490		$	112,514,127	$	12,392	$	235,614,009
	Other Financial Instruments *
	Long Futures Contracts — Unrealized Appreciation	$	181,851		$	—	$	—	$	181,851
	Long Futures Contracts — Unrealized Depreciation		(20,010	)		—		—		(20,010	)
	Short Futures Contracts — Unrealized Appreciation		4,401			—		—		4,401
	Short Futures Contracts — Unrealized Depreciation		(21,160	)		—		—		(21,160	)
	Total Other Financial Instruments	$	145,082		$	—	$	—	$	145,082

95

December 31, 2014

Fund	Investments	Level 1			Level 2		Level 3		Total
Elfun Tax-Exempt Income Fund	Investments in Securities †
	Municipal Bonds and Notes	$	—		$	1,608,548,861	$	—	$	1,608,548,861
	Short-Term Investments		28,548,000			—		—		28,548,000
	Total Investments in Securities	$	28,548,000		$	1,608,548,861	$	—	$	1,637,096,861
Elfun Income Fund	Investments in Securities †
	U.S. Treasuries	$	—		$	61,745,774	$	—	$	61,745,774
	Agency Mortgage Backed		—			90,274,551		—		90,274,551
	Agency Collateralized Mortgage Obligations		—			1,477,129		—		1,477,129
	Asset Backed		—			976,703		—		976,703
	Corporate Notes		—			132,159,197		—		132,159,197
	Non-Agency Collateralized Mortgage Obligations		—			18,603,855		—		18,603,855
	Sovereign Bonds		—			3,308,074		—		3,308,074
	Municipal Bonds and Notes		—			2,113,842		—		2,113,842
	FNMA		—			—		49,658		49,658
	Preferred Stock		330,526			—		—		330,526
	Short-Term Investments		21,605,685			—		—		21,605,685
	Total Investments in Securities	$	21,936,211		$	310,659,125	$	49,658	$	332,644,994
	Other Financial Instruments *
	Long Futures Contracts — Unrealized Appreciation	$	81,402		$	—	$	—	$	81,402
	Long Futures Contracts — Unrealized Depreciation		(48,480	)		—		—		(48,480	)
	Short Futures Contracts — Unrealized Depreciation		(63,130	)		—		—		(63,130	)
	Total Other Financial Instruments	$	(30,208	)	$	—	$	—	$	(30,208	)
Elfun Government Money Market Fund	Investments in Securities †
	U.S. Treasuries	$	—		$	54,074,327	$	—	$	54,074,327
	U.S. Government Agency Obligations		—			65,003,083		—		65,003,083
	Repurchase Agreements		—			20,122,000		—		20,122,000
	Total Investments in Securities	$	—		$	139,199,410	$	—	$	139,199,410

† See Schedules of Investments for industry classification.

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

96

December 31, 2014

The Elfun International Equity Fund and the Elfun Diversified Fund utilized the fair value pricing service on December 31, 2014 due to events occurring after the close of foreign local markets and before the close of regular trading on the NYSE. This resulted in certain foreign securities being classified as Level 1 at the beginning of the period which were classified as Level 2 at December 31, 2014. The value of securities that were transferred to Level 2 from Level 1 as a result was $233,495,095 and $39,153,556 for the Elfun International Equity Fund and the Elfun Diversified Fund, respectively. There were no other significant transfers between fair value levels. Transfers between fair value levels are considered to occur at the beginning of the period.

Level 3 investments at the beginning and/or end of the period in relation to net assets were not significant and, accordingly, a reconciliation of Level 3 assets for the year ended December 31, 2014 is not presented.

4. Derivatives Disclosure

Shown below are the derivative contracts entered into by each Fund, summarized by primary risk exposure as they appear on the Statements of Assets and Liabilities, none of which are accounted for as hedging instruments under FASB ASC No. 815 Derivatives and Hedging as of December 31, 2014.

	Asset Derivatives December 31, 2014				Liability Derivatives December 31, 2014
Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statements of Assets and Liabilities	Fair Value ($)			Location in the Statements of Assets and Liabilities	Fair Value ($)
Elfun International Equity Fund
Equity Contracts	Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		2,302	*	Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		(7,078	)*
Elfun Diversified Fund
Equity Contracts	Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		179,286	*	Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		(1,955	)*
Interest Rate Contracts	Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		6,966	*	Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		(39,215	)*
Elfun Income Fund
Interest Rate Contracts	Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		81,402	*	Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures		(111,610	)*

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

97

December 31, 2014

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

Derivatives not accounted for as hedging instruments under ASC 815	Location in the Statements of Operations	Total Notional Amount of Futures Contracts Purchased/(Sold) ($)		Realized Gain (Loss) on Derivatives Recognized in Income ($)			Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income ($)
Elfun International Equity Fund
Equity Contracts	Realized gain (loss) on Futures, Increase (decrease) in unrealized appreciation/ (depreciation) on Futures		30,692,032/(35,593,302)		39,186			(271,702	)
Elfun Diversified Fund
Equity Contracts	Realized gain (loss) on Futures, Increase (decrease) in unrealized appreciation/ (depreciation) on Futures		51,662,853/(55,374,253)		1,046,324			(159,331	)
Interest Rate Contracts	Realized gain/(loss) on futures, Increase/(decrease) in unrealized appreciation/ (depreciation) on Futures		219,729,930/(222,834,916)		(643,926	)		(96,421	)
Elfun Tax-Exempt Income Fund
Interest Rate Contracts	Realized gain/(loss) on futures, Increase/(decrease) in unrealized appreciation/ (depreciation) on Futures		546,380,539/(542,125,514)		(4,255,025	)		—
Elfun Income Fund
Interest Rate Contracts	Realized gain/(loss) on futures, Increase/(decrease) in unrealized appreciation/ (depreciation) on Futures		929,731,509/939,709,974		(2,620,819	)		(341,186	)

98

December 31, 2014

During the year ended December 31, 2014, the Funds had an average notional value of long and short futures contracts as shown below. Please refer to the table following the Portfolio of Investments for open futures contracts at December 31, 2014.

Fund	Long Contracts		Short Contracts
GE Elfun International Equity Fund	$	3,267,613	$	(2,627,052	)
GE Elfun Diversified Fund		18,243,127		(10,778,250	)
GE Elfun Tax-Exempt Income Fund		—		(43,806,336	)
GE Elfun Income Fund		38,983,573		(44,539,913	)

5. Line of Credit

The Funds share a revolving credit facility of up to $150 million with a number of their affiliates. The credit facility is with its custodian bank, State Street Bank and Trust Company (“State Street”). The revolving credit facility requires the payment of a commitment fee equal to 0.125% per annum on the daily unused portion of the credit facility, payable quarterly. The portion borne by the Funds generally is borne proportionally based upon net assets. In addition, the Funds have a $100 million uncommitted, unsecured line of credit with State Street. Generally, borrowings under the credit facilities would accrue interest at the Federal Funds Rate plus 50 basis points and would be borne by the borrowing Fund. The maximum amount allowed to be borrowed by any one Fund is the lesser of (i) its prospectus limitation or (ii) 20% of its net assets. The credit facilities were not utilized by the Funds during the period ended December 31, 2014.

6. Compensation and Fees paid to Affiliates

During 2014, the Funds incurred expenses for the cost of services rendered by GEAM as investment adviser and administrator.

These expenses are included as advisory and administration fees (“Management Fees”) in the Statements of Operations. The Trustees received no compensation as Trustees for the Elfun Funds.

GEAM had a contractual arrangement with each Fund (except the Elfun Tax-Exempt Income Fund and the Elfun Government Money Market Fund) to waive a portion of its Management Fee earned by GEAM with respect to the Fund’s investment in the GE Institutional Money Market Fund (the “Fee Waiver Agreement”). Effective June 26, 2014, the State Street Institutional U.S. Government Money Market Fund replaced the GE Institutional Money Market Fund as the cash sweep vehicle for each Fund’s cash holdings. As a result, the Fee Waiver Agreement was terminated effective June 30, 2014 with the closure of the GE Institutional Money Market Fund.

7. Sub-Advisory Fees

Pursuant to an investment sub-advisory agreement with GEAM effective October 1, 2014, SSgA Funds Management, Inc. (“SSgA FM”) became the sub-adviser to the Elfun Government Money Market Fund. SSgA FM is responsible for the day-to-day portfolio management of the assets of the Elfun Government Money Market Fund, including the responsibility for making decisions to buy, sell or hold a particular security, under the general supervision of GEAM and the Board. For their services, GEAM pays SSgA FM monthly sub-advisory fees which are calculated as a percentage of the average daily net assets of the Elfun Government Money Market Fund.

99

December 31, 2014

8. Investment Transactions

Purchases and Sales of Securities

The cost of purchases and the proceeds from sales of investments, other than short-term securities, for the year ended December 31, 2014, were as follows:

	U.S. Government Securities				Other Securities
Fund	Purchases		Sales		Purchases		Sales
Elfun International Equity Fund	$	—	$	—	$	99,588,969	$	117,741,254
Elfun Trusts		—		—		293,087,567		403,528,641
Elfun Diversified Fund		211,077,290		208,538,214		160,229,426		175,080,012
Elfun Tax-Exempt Income Fund		—		—		537,665,644		531,716,358
Elfun Income Fund		852,682,179		848,505,409		142,532,100		157,847,310

9. Regulatory Matters

In July 2014, the Securities and Exchange Commission adopted amendments to the rules that govern money market funds. The new rules require a floating net asset value for institutional prime money market funds (including institutional municipal money market funds). Retail (as defined in the rules) and government money market funds, such as the Elfun Government Money Market Fund, are permitted to continue to use the amortized cost method to value their securities and to transact at a $1.00 stable share price. The final rules also include enhanced diversification, disclosure and stress testing requirements. Implementation of the amendments extends up to two years, depending on the specific rule. GEAM is currently evaluating the implications of these amendments to the Elfun Government Money Market Fund.

10. Income Taxes

The Funds are subject to ASC 740, Income Taxes. ASC 740 provides guidance for financial accounting and reporting for the effects of income taxes that result from an entity’s activities during the year. ASC 740 also provides guidance regarding how certain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires evaluation of tax positions taken or expected to be taken in the course of preparing the Funds’ tax returns to determine whether the tax positions are “more likely than not” of being sustained by the applicable tax authority. There are no adjustments to any Fund’s net assets required under ASC 740. Each Fund’s 2011, 2012, 2013 and 2014 fiscal years tax returns are still open to examination by the Federal and applicable state tax authorities.

At December 31, 2014, information on the tax cost of investments and distributable earnings on a tax basis was as follows:

			Gross Tax					Net Tax Appreciation/ (Depreciation)
Fund	Cost of Investments for Tax Purposes		Appreciation		Depreciation			Investments		Derivatives/ Currency			Undistributed Income		Undistributed Accum. Capital Gain/(Loss)			Late-Year Losses
Elfun International Equity Fund	$	236,928,325	$	32,825,572	$	(15,596,303	)	$	17,229,269	$	(33,653	)	$	—	$	(23,173,974	)	$	—
Elfun Trusts		1,398,467,737		1,074,390,390		—			1,074,390,390		—			80,067		3,716,204			—
Elfun Diversified Fund		216,533,048		23,313,076		(4,232,115	)		19,080,961		139,372			—		—			—

100

December 31, 2014

			Gross Tax					Net Tax Appreciation/ (Depreciation)
Fund	Cost of Investments for Tax Purposes		Appreciation		Depreciation			Investments		Derivatives/ Currency			Undistributed Income		Undistributed Accum. Capital Gain/(Loss)			Late-Year Losses
Elfun Tax-Exempt Income Fund	$	1,508,668,786	$	128,731,033	$	(302,958	)	$	128,428,075	$	—		$	62,784	$	(24,270,464	)	$	(944,094	)
Elfun Income Fund		329,090,253		6,117,656		(2,562,915	)		3,554,741		(30,208	)		890,151		—			(52,382	)
Elfun Government Money Market Fund		139,199,410		—		—			—		—			51,447		—			(354	)

As of December 31, 2014, the following Funds have capital loss carryovers as indicated below. The capital loss carryover is available to offset future realized capital gains to the extent provided in the Internal Revenue Code and regulations thereunder. To the extent that these carryover losses are used to offset future capital gains, it is probable that the gains offset will not be distributed to shareholders.

	Amount
Fund	Short-Term		Long-Term		Expires
Elfun International Equity Fund	$	9,691,471	$	—		12/31/17
		13,482,503		—		12/31/18
Elfun Tax-Exempt Income Fund		18,743,383		5,527,081		Unlimited

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

During the year ended December 31, 2014, the Funds utilized prior year capital loss carryovers as follows:

Fund	Amount
Elfun International Equity Fund	$	19,352,104
Elfun Income Fund		359,461

Any qualified late-year loss is deemed to arise on the first day of the Funds’ next tax year (if the Funds elect to defer such loss). Under this regime, generally, the Funds can elect to defer any post-October capital loss and/or any late-year ordinary loss as defined by the Internal Revenue Code.

The Funds elected to defer qualified late-year losses for the year ended December 31, 2014 as follows:

Fund	Capital
Elfun Tax-Exempt Income Fund	$	(944,094	)
Elfun Income Fund		(52,382	)
Elfun Government Money Market Fund		(354	)

101

December 31, 2014

The tax character of distributions paid during the year ended December 31, 2014, were as follows:

Fund	Exempt Income		Ordinary Income		Long-Term Capital Gains		Return of Capital		Total
Elfun International Equity Fund	$	—	$	7,173,676	$	—	$	—	$	7,173,676
Elfun Trusts		—		30,164,147		187,085,675		—		217,249,822
Elfun Diversified Fund		—		5,932,099		16,627,773		379,499		22,939,371
Elfun Tax-Exempt Income Fund		63,284,972		1,373,283		—		—		64,658,255
Elfun Income Fund		—		8,053,107		—		—		8,053,107
Elfun Government Money Market Fund		—		62,739		—		—		62,739

The tax character of distributions paid during the year ended December 31, 2013, were as follows:

Fund	Exempt Income		Ordinary Income		Long-Term Capital Gains		Return of Capital		Total
Elfun International Equity Fund	$	—	$	5,047,548	$	—	$	—	$	5,047,548
Elfun Trusts		—		28,390,283		105,323,074		—		133,713,357
Elfun Diversified Fund		—		4,299,523		12,636,819		—		16,936,342
Elfun Tax-Exempt Income Fund		67,843,440		1,963,314		18,253		—		69,825,007
Elfun Income Fund		—		9,514,033		—		—		9,514,033
Elfun Government Money Market Fund		—		67,655		—		—		67,655

Distributions to Shareholders

Elfun Tax-Exempt Income Fund, Elfun Income Fund and Elfun Government Money Market Fund declare net investment income dividends daily and pay them monthly. All other Funds declare and pay dividends from net investment income, if any, annually. All Funds declare and pay net realized capital gains distributions, if any, annually. The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences include (but are not limited to) treatment of realized and unrealized gains (losses) on

foreign currency contracts, investments in futures, late year loss deferrals, distributions from Real Estate Investment Trusts (REITs) and other equity investments, distributions in excess of earnings, litigation proceeds, straddle loss deferrals, and losses deferred due to wash sale transactions. Reclassifications are made to the Funds’ capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on net investment income, realized gains or losses, or net asset value of the Funds. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments.

The reclassifications for the year ended December 31, 2014 were as follows:

Fund	Undistributed Net Investment Income			Accumulated Net Realized Loss			Paid In Capital
Elfun International Equity Fund	$	(71,463	)	$	157,805		$	(86,342	)
Elfun Trusts		(152,289	)		339,812			(187,523	)
Elfun Diversified Fund		(78,799	)		78,799			—
Elfun Government Money Market Fund		62,739			(2,604	)		(60,135	)

102

The Unitholders and Board of Trustees

Elfun Funds:

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the Elfun International Equity Fund, Elfun Trusts, Elfun Diversified Fund, Elfun Tax-Exempt Income Fund, Elfun Income Fund and Elfun Government Money Market Fund (collectively the “Funds”), as of December 31, 2014, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Elfun International Equity Fund, Elfun Trusts, Elfun Diversified Fund, Elfun Tax-Exempt Income Fund, Elfun Income Fund and Elfun Government Money Market Fund as of December 31, 2014, the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts

February 25, 2015

103

For the year ended December 31, 2014

The following Funds intend to make an election under Internal Revenue Code Section 853. The election will allow shareholders to treat their attributable share of foreign taxes paid by the Funds to be paid by them directly. For the fiscal year ended December 31, 2014, the total amount of income received by the Funds from sources within foreign countries and possessions of the United States and the total amount of taxes paid by the Funds follows:

	Total Foreign Source Income		Total Foreign Taxes Paid
Elfun International Equity Fund	$	8,782,970	$	598,358

For the year ended December 31, 2014, the following Funds hereby designate as capital gain dividends the amounts set forth, or the amount ultimately treated as capital gain net income:

Fund	Gross Amount
Elfun Trusts	$	187,085,675
Elfun Diversfied Fund		16,627,773

For the year ended December 31, 2014, certain dividends paid by the following funds may be subject to a maximum income tax rate of 20%. The following represent the amounts that may be considered qualified dividend income:

Fund	Qualified Dividend Income
Elfun International Equity Fund	$	8,534,838
Elfun Trusts		33,202,882
Elfun Diversified Fund		3,186,482

For corporate shareholders, of the ordinary dividends paid, the following represent the amounts that may be eligible for the dividends received deduction:

Fund	Dividends Received Deduction
Elfun Trusts		97.51	%
Elfun Diversified Fund		22.23	%

For the year ended December 31, 2014, the following Fund hereby designates as exempt-interest dividends the amounts set forth, or the amount ultimately treated as exempt-interest dividends:

Fund	Gross Amount
Elfun Tax-Exempt Income Fund	$	63,284,972

The amounts presented herein may differ from amounts presented elsewhere in the financial statements due to differences between tax and financial accounting principles. Please consult a tax advisor if you have any questions about Federal or State income tax laws or on how to prepare your tax returns. If you have specific questions about your Fund account, please consult your investment representative or call 1-800-242-0134.

104

The Board of Trustees of the Elfun Funds¹ (the “Board”) considered and all those that were present unanimously approved the continuance for an additional year of the investment advisory agreements with GE Asset Management Incorporated (“GEAM”) at a meeting held on December 11, 2014. The Board did not consider the continuance of the Investment Sub-Advisory Agreement with SSGA Funds Management, Inc. with respect to the Elfun Government Money Market Fund due to the fact that renewal of the agreement is not required until December 2015.

In considering whether to approve the Funds’ investment advisory agreements, the Board members considered and discussed a substantial amount of information and analysis provided by GEAM personnel. The Board members also considered detailed information regarding performance and expenses of other investment companies, including those with similar investment strategies and sizes, which was prepared by independent third party provider Morningstar, Inc. (“Morningstar”). The Board members reviewed the fees charged by GEAM for other mutual funds and investment products other than mutual funds that employ the same investment strategies as the Funds. The Board had the opportunity to ask questions and request additional information in connection with its considerations.

Before approving each Fund’s investment advisory agreement, the Board members received and considered memoranda prepared by GEAM personnel that set forth detailed information, including numerous exhibits and other materials related to GEAM’s business and the services it provides to each Fund. The Board members also reviewed materials discussing the legal standards for the consideration of the proposed continuances. The Board members reviewed and discussed the proposed continuance of the agreements with GEAM personnel, including representatives from the legal, compliance and finance departments and senior members of each relevant investment group (e.g., equity, fixed income). The Board members also heard presentations by these representatives, and posed questions and engaged in substantive discussions with them concerning the Funds’ operations and the investment process

employed for each Fund. The Board members took into account that many of them possess multi-year experience as Board members and that all of them possess a great deal of knowledge about GEAM and the Funds in their capacities as senior officers of GEAM. They also took into account their consideration of these types of agreements in recent years. The information was presented in a manner to facilitate comparison to prior periods and to reflect certain enhancements to GEAM’s infrastructure, systems, research and analytics capabilities and shareholder servicing model. To focus their review, the Board members asked GEAM personnel, in its oral presentations, to highlight material differences from the information presented in recent years.

In reaching their determinations relating to continuance of the Funds’ investment advisory agreements, the Board members considered all factors that they deemed relevant, including the factors discussed below. In their deliberations, the Board members did not identify any particular information that was all-important or controlling, and each Board member may have attributed different weights to the various factors. The Board members evaluated this information, and all other information available to them, for each Fund separately, and their determinations were made separately in respect of each Fund. In particular, the Board members focused on the following with respect to each Fund:

The Nature, Extent And Quality Of Services Provided

The Board members reviewed the services provided by GEAM and concurred that GEAM provides high quality advisory and administrative services to the Funds. In connection with their consideration of GEAM’s services, the Board members focused on the favorable attributes of GEAM, including (i) an investment philosophy oriented toward long-term performance; (ii) effective processes used for selecting investments and brokers; (iii) effective processes used for providing Fund administration, including controllership and compliance functions, the optimization of its Fund administration platform and the continued oversight of the performance of other companies that provide services to the Funds; (iv) highly skilled professionals, including analysts, research professionals and portfolio managers with a depth of experience relevant to the Funds; (v) access to significant and enhanced technological resources from which the Funds may benefit and the implementation of a new platform to increase the quality and efficiency of

¹ The Elfun Funds include the Elfun Trusts, Elfun International Equity Fund, Elfun Diversified Fund, Elfun Tax-Exempt Income Fund, Elfun Income Fund, Elfun Government Money Market Fund (each, a “Fund” and collectively, the “Funds”).

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analytics and research; and (vi) a favorable history and reputation. The Board members noted that each Fund represents only a small amount of the overall assets managed by GEAM, but benefits from a full array of services and resources provided by GEAM. In particular, the Board members discussed that the Funds benefit from a large staff of research analysts employed by GEAM.

In light of the foregoing, the Board members concluded that the services provided by GEAM continue to be satisfactory.

Investment Performance Of The Funds

The Board members considered the investment performance of the Funds for various periods. The Board members reviewed detailed comparisons of the performance of the Funds with the relevant securities indices and peer and category groupings of mutual funds prepared by Morningstar with respect to various periods. The Board members also engaged in discussions with GEAM personnel regarding the investment process and performance results for each Fund. These discussions focused on each Fund’s investment objective, the number and experience of portfolio management and supporting research personnel, the investment style and approach employed, the likely market cycles for the investment style and, in some instances, relative underperformance of certain Funds in certain periods. The Board members discussed GEAM’s investment approach with respect to each of the Funds, and the reasons for certain Funds’ relative underperformance.

The Board members concluded that the Funds’ performance was acceptable overall taking into consideration the factors discussed above.

Cost Of The Services Provided To The Funds

The Board members considered the cost of the services provided by GEAM, noting that, pursuant to each investment advisory agreement, GEAM is reimbursed for its reasonable costs incurred in providing the services contemplated by those agreements and is not paid a management fee. The Board also noted that GE Investment Distributors, Inc. (“GEID”), a subsidiary of GEAM, is reimbursed for its reasonable costs incurred in providing services specified in its agreement with the Funds as unitholder servicing agent and is not paid a unitholder

servicing fee. The Board members considered that the charges resulting from this arrangement involve all of the expenses incurred by GEAM and GEID with respect to the management and unitholder operations of the Funds, including, without limitation, indirect allocable overhead costs and the direct and indirect costs of GEAM and GEID personnel providing investment management and other services to the Funds. The Board members noted and discussed the additional services provided by GEAM to the Funds compared to other investment products managed by GEAM and the charges that result from those services. The Board members also noted that none of the charges resulting from the Funds’ arrangements with GEAM and GEID may include any element of profit.

The Board members also noted that the Board had in prior years reviewed with GEAM personnel the underlying assumptions and methods of cost allocation used by GEAM in allocating its costs and those of the other Fund service providers, including GEID, to the Funds, and that such assumptions and methods used in cost allocation had not changed for this year. The Board members also discussed with GEAM personnel that the basis for their belief that the methods of allocation used by GEAM continue to be reasonable for each area of GEAM’s business.

Based on their review, the Board members concluded that they were satisfied that the assumptions and methods used in cost allocation and the level of expenses incurred by the Funds were not unreasonable or excessive.

The Extent To Which Economies Of Scale Would Be Realized For The Benefit Of Fund Shareholders As The Funds Grow

The Board members considered the extent to which economies of scale would be realized for the benefit of Fund investors as the Funds grow. The Board noted that, because of a moderate increase in assets, the Funds slightly benefited from economies of scale, which, in some instances, lowered the Funds’ operating expenses. The Board noted that the Funds (except for the Elfun Government Money Market Fund) continue to enjoy fee and expense levels within or below the group of lowest fee and expense funds in their respective peer group comparisons. The Board also noted that, with respect to the Elfun Government Money Market Fund, GEAM voluntarily undertook to reduce its management fee or sub-

106

sidize certain expenses of the Fund to the extent necessary to maintain a minimum annualized net yield of 0.00%.

The Board members recognized the significant benefits to the Funds resulting from their arrangement with GEAM, which causes them to bear only the reasonable costs incurred by GEAM and GEID, without any element of profit, for the substantial services they provide to the Funds. The Board members also recognized the benefits to the Funds of being able to leverage a favorable cost structure achieved with respect to the Funds’ other operating expenses as a result of GEAM’s large overall base of assets under management and its vendor management practices.

Comparison Of Services To Be Rendered And Costs To Be Incurred

The Board members discussed the services provided to the Funds by GEAM, and the costs incurred by the Funds for those services. The Board members reviewed information concerning the Funds’ expense ratios, and comparative information with respect to peer groupings of mutual funds prepared by Morningstar. They discussed that, in all cases, the Funds enjoy expense levels within or below the group of lowest cost funds in each peer group comparison. In light of

this information, the Board members determined that the level of expenses incurred was reasonable in relation to the services provided to the Funds.

Fall-Out Benefits

The Board members considered other actual and potential financial benefits that GEAM may derive from its relationship with the Funds, including, where applicable, soft dollar commission benefits generated through Fund portfolio transactions. The Board members noted, however, that the Funds benefit from the vast array of resources available through GEAM, and that each Fund represents only a small amount of the overall assets managed by GEAM.

Conclusion

No single factor was determinative to the Board’s decision. Based on their discussion and such other matters as were deemed relevant, the Board members concluded that the proposed level of cost reimbursement to GEAM and projected total expense ratios for the Funds are reasonable in relation to the services provided. In view of these facts, the Board members concluded that the renewal of each investment advisory agreement was in the best interests of the Funds and their shareholders.

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On September 15, 2014, the Elfun Government Money Market Fund (the “Money Market Fund”), Elfun Tax-Exempt Income Fund (the “Tax-Exempt Fund”) and Elfun Income Fund (the “Income Fund”) (each, a “Fund” and collectively, the “Funds”) held a special meeting of unitholders. Unitholders of record on July 7, 2014 were entitled to vote on the proposals. For each proposal, unitholders voted on a fund-by-fund basis. At the meeting, all proposals were approved by the respective unitholders of each Fund, and the following votes were recorded:

Proposal 1:

Approval of an investment sub-advisory agreement between GE Asset Management Incorporated (“GEAM”) and SSGA Funds Management, Inc. (“SSGA FM”), pursuant to which SSGA FM will serve as investment sub-adviser to the Money Market Fund.

Money Market Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		96,647,569.490		62.982%		94.517%
Against		2,750,068.330		1.792%		2.689%
Abstain		2,856,829.560		1.862%		2.794%
Total		102,254,467.380		66.636%		100.000%

Proposal 2:

Approval of the implementation of a “manager of managers” structure whereby GEAM would be given increased flexibility to enter into and materially amend sub-advisory agreements with unaffiliated sub-advisers without unitholder approval.

Money Market Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		95,955,889.420		62.531%		93.840%
Against		3,961,515.550		2.582%		3.874%
Abstain		2,337,062.410		1.523%		2.286%
Total		102,254,467.380		66.636%		100.000%

Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		75,334,726.478		54.836%		90.601%
Against		6,480,062.301		4.717%		7.794%
Abstain		1,334,962.752		0.972%		1.605%
Total		83,149,751.531		60.525%		100.000%

108

Income Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		15,563,650.529		55.979%		90.206%
Against		1,240,660.971		4.463%		7.191%
Abstain		449,065.736		1.615%		2.603%
Total		17,253,377.236		62.057%		100.000%

Proposal 3:

Approval of the amendment, elimination or reclassification of certain of the fundamental investment policies of the Funds, as follows:

A. Amendment of each Fund’s fundamental investment policies on diversification to allow each Fund to invest a majority of its assets in cash and cash items, government securities, securities of other investment companies and other securities subject to certain limitations.

Money Market Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		96,231,090.914		62.710%		94.109%
Against		3,031,781.476		1.976%		2.965%
Abstain		2,991,594.990		1.950%		2.926%
Total		102,254,467.380		66.636%		100.000%
Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		75,098,761.530		54.665%		90.317%
Against		6,637,466.508		4.831%		7.983%
Abstain		1,413,523.493		1.029%		1.700%
Total		83,149,751.531		60.525%		100.000%
Income Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		15,422,675.574		55.472%		89.389%
Against		1,402,953.413		5.046%		8.132%
Abstain		427,748.249		1.539%		2.479%
Total		17,253,377.236		62.057%		100.000%

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B. Amendment of each Fund’s fundamental investment policy on concentration of investments to prevent each Fund from making investments that would result in the concentration of that Fund’s assets in securities of issuers in any one industry.

Money Market Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		96,249,425.180		62.722%		94.127%
Against		2,852,210.510		1.859%		2.789%
Abstain		3,152,831.690		2.055%		3.084%
Total		102,254,467.380		66.636%		100.000%
Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		76,518,327.603		55.698%		92.025%
Against		5,549,822.497		4.040%		6.674%
Abstain		1,081,601.431		0.787%		1.301%
Total		83,149,751.531		60.525%		100.000%
Income Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		15,663,672.911		56.339%		90.786%
Against		1,241,892.744		4.467%		7.198%
Abstain		347,811.581		1.251%		2.016%
Total		17,253,377.236		62.057%		100.000%

C. Amendment of each Fund’s fundamental investment policies on borrowing to allow each Fund to borrow money from specific entities, through the use of specific investment instruments and subject to certain limitations on the amount of any borrowing.

Money Market Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		93,456,545.864		60.902%		91.396%
Against		5,749,181.486		3.747%		5.622%
Abstain		3,048,740.030		1.987%		2.982%
Total		102,254,467.380		66.636%		100.000%

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Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		72,901,877.380		53.066%		87.675%
Against		8,799,680.346		6.405%		10.538%
Abstain		1,448,193.805		1.054%		1.742%
Total		83,149,751.531		60.525%		100.000%
Income Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		15,094,332.062		54.291%		87.486%
Against		1,738,573.851		6.254%		10.077%
Abstain		420,471.323		1.512%		2.437%
Total		17,253,377.236		62.057%		100.000%

D. Amendment of each Fund’s fundamental investment policy on making loans to allow each Fund to lend its assets or money to other persons under certain limited circumstances.

Money Market Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		93,447,743.224		60.897%		91.387%
Against		5,765,474.736		3.757%		5.638%
Abstain		3,041,249.420		1.982%		2.975%
Total		102,254,467.380		66.636%		100.000%
Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		71,693,549.376		52.186%		86.222%
Against		9,938,163.806		7.234%		11.952%
Abstain		1,518,038.349		1.105%		1.826%
Total		83,149,751.531		60.525%		100.000%

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Income Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		15,016,331.458		54.010%		87.034%
Against		1,815,987.191		6.533%		10.526%
Abstain		421,058.587		1.514%		2.440%
Total		17,253,377.236		62.057%		100.000%

E. Amendment of each Fund’s fundamental investment policy on real estate investments to allow each Fund to purchase or sell real estate (or direct or indirect interests in real estate), subject to each Fund’s other investment policies and applicable law.

Money Market Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		94,002,694.634		61.258%		91.930%
Against		5,308,414.416		3.460%		5.191%
Abstain		2,943,358.330		1.918%		2.879%
Total		102,254,467.380		66.636%		100.000%
Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		72,064,655.040		52.456%		86.668%
Against		9,797,508.130		7.132%		11.783%
Abstain		1,287,588.361		0.937%		1.549%
Total		83,149,751.531		60.525%		100.000%
Income Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		15,041,393.369		54.101%		87.179%
Against		1,829,404.619		6.580%		10.604%
Abstain		382,579.248		1.376%		2.217%
Total		17,253,377.236		62.057%		100.000%

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F. Amendment of each Fund’s fundamental investment policy on investments in commodities to allow each Fund to invest in commodities to the extent allowed by each Fund’s other investment policies and applicable law.

Money Market Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		93,414,002.164		60.875%		91.354%
Against		5,819,555.706		3.792%		5.691%
Abstain		3,020,909.510		1.969%		2.955%
Total		102,254,467.380		66.636%		100.000%
Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		72,440,053.542		52.729%		87.120%
Against		9,341,374.441		6.800%		11.234%
Abstain		1,368,323.548		0.996%		1.646%
Total		83,149,751.531		60.525%		100.000%
Income Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		14,874,414.101		53.500%		86.212%
Against		1,874,929.926		6.744%		10.867%
Abstain		504,033.209		1.813%		2.921%
Total		17,253,377.236		62.057%		100.000%

G. Amendment and reclassification as non-fundamental each Fund’s fundamental investment policy on illiquid and restricted securities.

Money Market Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		94,210,693.674		61.394%		92.134%
Against		4,738,937.296		3.088%		4.634%
Abstain		3,304,836.410		2.154%		3.232%
Total		102,254,467.380		66.636%		100.000%

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Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		72,365,057.639		52.675%		87.030%
Against		9,144,000.880		6.656%		10.997%
Abstain		1,640,693.012		1.194%		1.973%
Total		83,149,751.531		60.525%		100.000%
Income Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		15,101,527.078		54.317%		87.528%
Against		1,608,542.648		5.786%		9.323%
Abstain		543,307.510		1.954%		3.149%
Total		17,253,377.236		62.057%		100.000%

H. Amendment and reclassification as fundamental each Fund’s non-fundamental investment policy on senior securities.

Money Market Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		95,285,029.024		62.094%		93.184%
Against		3,821,746.776		2.491%		3.737%
Abstain		3,147,691.580		2.051%		3.097%
Total		102,254,467.380		66.636%		100.000%
Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		74,193,491.155		54.006%		89.229%
Against		6,628,923.203		4.825%		7.972%
Abstain		2,327,337.173		1.694%		2.799%
Total		83,149,751.531		60.525%		100.000%

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Income Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		15,405,750.882		55.411%		89.291%
Against		1,344,057.302		4.835%		7.790%
Abstain		503,569.052		1.811%		2.919%
Total		17,253,377.236		62.057%		100.000%

I. Elimination of each Fund’s fundamental investment policy on short selling.

Money Market Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		93,689,278.924		61.054%		91.623%
Against		5,377,253.636		3.505%		5.259%
Abstain		3,187,934.820		2.077%		3.118%
Total		102,254,467.380		66.636%		100.000%
Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		71,569,328.753		52.096%		86.073%
Against		9,618,108.945		7.001%		11.567%
Abstain		1,962,313.833		1.428%		2.360%
Total		83,149,751.531		60.525%		100.000%
Income Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		15,084,997.747		54.257%		87.432%
Against		1,737,476.481		6.250%		10.071%
Abstain		430,903.008		1.550%		2.497%
Total		17,253,377.236		62.057%		100.000%

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J. Elimination of each Fund’s fundamental investment policy on investments in other investment companies.

Money Market Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		94,420,894.214		61.531%		92.339%
Against		4,747,492.186		3.094%		4.643%
Abstain		3,086,080.980		2.011%		3.018%
Total		102,254,467.380		66.636%		100.000%
Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		72,508,730.849		52.779%		87.203%
Against		8,800,934.800		6.407%		10.584%
Abstain		1,840,085.882		1.339%		2.213%
Total		83,149,751.531		60.525%		100.000%
Income Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		15,131,910.386		54.426%		87.704%
Against		1,669,164.171		6.004%		9.674%
Abstain		452,302.679		1.627%		2.622%
Total		17,253,377.236		62.057%		100.000%

K. Elimination of the Tax-Exempt Fund’s and Income Fund’s fundamental investment policy on mortgaging, pledging or hypothecating of investments.

Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		70,996,872.884		51.679%		85.384%
Against		10,074,463.731		7.333%		12.116%
Abstain		2,078,414.916		1.513%		2.500%
Total		83,149,751.531		60.525%		100.000%

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Income Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		15,038,613.547		54.091%		87.163%
Against		1,772,553.108		6.375%		10.274%
Abstain		442,210.581		1.591%		2.563%
Total		17,253,377.236		62.057%		100.000%

L. Elimination of the Tax-Exempt Fund’s fundamental investment policy on oil, gas and mineral exploration.

Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		72,464,530.865		52.747%		87.149%
Against		8,787,689.375		6.397%		10.569%
Abstain		1,897,531.291		1.381%		2.282%
Total		83,149,751.531		60.525%		100.000%

M. Elimination of each Fund’s fundamental investment policy on options (and straddles and spreads).

Money Market Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		93,566,830.984		60.974%		91.504%
Against		5,438,004.706		3.544%		5.318%
Abstain		3,249,631.690		2.118%		3.178%
Total		102,254,467.380		66.636%		100.000%
Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		70,869,347.931		51.586%		85.231%
Against		10,118,076.390		7.365%		12.168%
Abstain		2,162,327.210		1.574%		2.601%
Total		83,149,751.531		60.525%		100.000%

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Income Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		14,984,889.786		53.897%		86.852%
Against		1,794,379.856		6.455%		10.400%
Abstain		474,107.594		1.705%		2.748%
Total		17,253,377.236		62.057%		100.000%

N. Reclassification as non-fundamental the Tax-Exempt Fund’s and Income Fund’s fundamental investment policy on transactions with affiliates.

Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		72,708,445.044		52.924%		87.443%
Against		8,511,531.079		6.196%		10.236%
Abstain		1,929,775.408		1.405%		2.321%
Total		83,149,751.531		60.525%		100.000%
Income Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		15,264,179.909		54.902%		88.471%
Against		1,483,667.111		5.337%		8.599%
Abstain		505,530.216		1.818%		2.930%
Total		17,253,377.236		62.057%		100.000%

O. Reclassification as non-fundamental the Tax-Exempt Fund’s and Income Fund’s fundamental investment policy on affiliate ownership.

Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		72,418,988.320		52.714%		87.095%
Against		8,492,043.730		6.181%		10.213%
Abstain		2,238,719.481		1.630%		2.692%
Total		83,149,751.531		60.525%		100.000%

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Income Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		15,202,708.684		54.681%		88.114%
Against		1,548,498.100		5.570%		8.975%
Abstain		502,170.452		1.806%		2.911%
Total		17,253,377.236		62.057%		100.000%

P. Reclassification as non-fundamental the Tax-Exempt Fund’s fundamental investment policy on control/management.

Tax-Exempt Fund	No. of Shares		% of Outstanding Shares		% of Shares Present
Affirmative		72,828,911.776		53.013%		87.588%
Against		8,406,769.547		6.119%		10.110%
Abstain		1,914,070.208		1.393%		2.302%
Total		83,149,751.531		60.525%		100.000%

119

Information about Trustees and Executive Officers:

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

Interested Trustees and Executive Officers

Dmitri Stockton

Address  c/o GEAM 1600 Summer St. Stamford, CT 06905

Age  50

Position(s) Held with Fund  Chairman of the Board

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

Principal Occupation(s) During Past 5 Years  President and Chief Executive Officer of GEAM since May 2011; President and Chief Executive Officer of GE Capital’s Global Banking unit from January 2009 to April 2011; President and CEO of GE Money’s Central and Eastern European Banking Group from January 2005 to December 2008.

Number of Portfolios in Fund Complex Overseen by Trustee  8

Other Directorships Held by Trustee  Director of GEAM since May 2011; Member of the Board of GE Foundation since November 2009; Member of the Executive Advisory Council at North Carolina A&T State University School of Business and Economics since March 2011; Trustee of GE Retirement Savings Plan Funds (formerly GE Savings & Security Funds) and General Electric Pension Trust since May 2011 and Member of the National Board of Directors of A Better Chance since January 2012.

George A. Bicher

Address  c/o GEAM 1600 Summer St. Stamford, CT 06905

Age  56

Position(s) Held with Fund  Trustee

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

Principal Occupation(s) During Past 5 Years  Chief Investment Officer – Emerging Markets Equities since February 2014; formerly, Chief Risk Officer of GEAM from March 2011 to February 2014; Senior Vice President and

Portfolio Manager of GEAM from 2009 to 2011; Director of U.S. Equity Research and Portfolio Manager of GEAM from 2006 to 2009; U.S. equity research analyst of GEAM from 2002 to 2006.

Number of Portfolios in Fund Complex Overseen by Trustee  8

Other Directorships Held by Trustee  Trustee of GE Retirement Savings Plan Funds (formerly GE Savings & Security Funds) and General Electric Pension Trust and Director of GEAM since March 2011.

JoonWon Choe

Address  c/o GEAM 1600 Summer St. Stamford, CT 06905

Age  45

Position(s) Held with Fund  Vice President & Assistant Secretary

Term of Office and Length of Time Served  Until successor is elected and qualified – 4 years

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

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

Other Directorships Held by Officer  N/A

Paul M. Colonna

Address  c/o GEAM, 1600 Summer St. Stamford, CT 06905

Age  46

Position Held with Fund  Trustee

Term of Office and Length of Time Served  Until successor is elected and qualified – 7 years

Principal Occupation(s) During Past 5 Years  President and Chief Investment Officer – Public Investments of GEAM

120

since March 2012; President and Chief Investment Officer – Fixed Income from March 2007 to March 2012; Executive Vice President of GEAM from February 2007 to March 2007; Senior Vice President – Total Return Management of GEAM from March 2005 to March 2007.

Number of Portfolios in Fund Complex Overseen by Trustee  8

Other Directorships Held by Trustee  Trustee of GE Retirement Savings Plan Funds (formerly GE Savings & Security Funds) and General Electric Pension Trust since February 2007; Director of GEAM since March 2007; and Director of GE Asset Management Limited (GEAML) since December 2007.

Gregory B. Hartch

Address  c/o GEAM 1600 Summer St. Stamford, CT 06905

Age  45

Position(s) Held with Fund  Trustee

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

Principal Occupation(s) During Past 5 Years  Chief Risk Officer of GEAM since February 2014; Executive Vice President and Strategy and Business Development Leader of GEAM from December 2011 to February 2014; Senior Vice President – Tactical Asset Allocation from 2010 to December 2011; Managing Director – International Real Estate from 2007 to 2010; and Director of Fixed Income Research from 2004 to 2007.

Number of Portfolios in Fund Complex Overseen by Trustee  8

Other Directorships Held by Trustee  Trustee of GE Retirement Savings Plan Funds (formerly GE Savings & Security Funds) and General Electric Pension Trust since January 2012.

Arthur A. Jensen

Address  c/o GEAM 1600 Summer St. Stamford, CT 06905

Age  48

Position(s) Held with Fund  Treasurer

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

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

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

Other Directorships Held by Officer  N/A

Jeanne M. La Porta

Address  c/o GEAM 1600 Summer St. Stamford, CT 06905

Age  49

Position(s) Held with Fund  Vice President

Term of Office and Length of Time Served  Until successor is elected and qualified – 11 years

Principal Occupation(s) During Past 5 Years  Senior Vice President and Commercial Operations Leader at GEAM since March 2014; President of GE Institutional Funds and GE Investments Funds, Inc. since April 2014; President and Trustee of GEAM’s UCITs Funds since March 2014; Senior Vice President and Commercial Administrative Officer at GEAM from April 2010 to March 2014; Vice President of GE Investments Funds, Inc. and GE Institutional Funds since July 2003; Vice President of GE Retirement Savings Plan Funds (formerly GE Savings & Security Funds) and Elfun Funds since October 2003; Secretary of GE Funds from July 2007 to September 2010 and Vice President from July 2007 to February 2011; Senior Vice President and Deputy General Counsel of GEAM from October 2007 to April 2010; Vice President and Assistant Secretary of GE Funds from September 2003 to July 2007 and Assistant Secretary of Elfun Funds and GE Retirement Savings Plan Funds from July 2003 to June 2010; and Vice President and Associate General Counsel – Marketing and Client Services (formerly Asset Management Services) of GEAM from May 1997 to October 2007.

Number of Portfolios in Fund Complex Overseen by Officer  24

Other Directorships Held by Officer  Director of GE Investments Funds, Inc. since 2014; Trustee of GE Institutional Funds since 2014; Trustee of Elfun Funds, GE Retirement Savings Funds and General Electric Pension Trust since 2014; Director of GE Investment Distributors, Inc. since June 2011.

121

Ralph R. Layman

Address  c/o GEAM 1600 Summer St. Stamford, CT 06905

Age  58

Position(s) Held with Fund  Trustee

Term of Office and Length of Time Served  Until successor is elected and qualified – 23 years

Principal Occupation(s) During Past 5 Years  Executive Vice President and Chief Investment Officer – Emeritus of GEAM since March 2012; President and Chief Investment Officer – Public Equities from July 2009 to March 2012; President – International Equities from March 2007 to July 2009; Executive Vice President – International Investments from 1992 to March 2007 and Senior Vice President International Investments from 1991 to 1992.

Number of Portfolios in Fund Complex Overseen by Trustee  8

Other Directorships Held by Trustee  Trustee of GE Retirement Savings Plan Funds (formerly GE Savings & Security Funds) and General Electric Pension Trust since 1993; Director of GE Asset Management Limited (GEAML) since September 1995 and Director of GEAM since July 2009.

Matthew J. Simpson

Address  c/o GEAM 1600 Summer St. Stamford, CT 06905

Age  53

Position(s) Held with Fund  Trustee

Term of Office and Length of Time Served  7 years

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

Number of Portfolios in Fund Complex Overseen by Trustee  24

Other Directorships Held by Trustee  Trustee of GE Retirement Savings Plan Funds (formerly GE Savings & Security Funds) and General Electric Pension Trust since July 2007; Trustee of GE Institutional Funds since July 2007; Director of GE Investments Funds, Inc. and GEAM since July 2007; and Trustee of GE Funds from July 2007 to February 2011.

Donald W. Torey

Address  c/o GEAM 1600 Summer St. Stamford, CT 06905

Age  57

Position(s) Held with Fund  Trustee

Term of Office and Length of Time Served  Until successor is elected and qualified – 21 years

Principal Occupation(s) During Past 5 years  President and Chief Investment Officer – Alternative Investments of GEAM since March 2007; Executive Vice President of GEAM from 1997 to March 2007; Executive Vice President – Alternative Investments from 1997 to March 2007.

Number of Portfolios in Fund Complex Overseen by Trustee  8

Other Directorships Held by Trustee  Trustee of GE Retirement Savings Plan Funds (formerly GE Savings & Security Funds) and General Electric Pension Trust since 1993 and Director of GEAM since 1997.

David Wiederecht

Address  c/o GEAM, 1600 Summer St. Stamford, CT 06905

Age  58

Position Held with Fund  Trustee

Term of Office and Length of Time Served  Until successor is elected and qualified – 6 years

Principal Occupation(s) During Past 5 Years  President and Chief Investment Officer – Investment Solutions since February 2008; Portfolio Manager – GE Institutional Funds since September 2010; Managing Director – Alternative Investments from 2004 to 2008; Vice President – Alternative Investments/Private Equity/Hedge Fund from 1998 to 2004.

122

Number of Portfolios in Fund Complex Overseen by Trustee  8

Other Directorships Held by Trustee  Trustee of GE Retirement Savings Plan Funds (formerly GE Savings & Security Funds) and General Electric Pension Trust since 2008; Director of GEAM since August 2008 and Director of Edmunds Holding Company since 1999.

Matthew Zakrzewski

Address  c/o GEAM 1600 Summer St. Stamford, CT 06905

Age  54

Position(s) Held with Fund  Trustee

Term of Office and Length of Time Served  Until successor is elected and qualified – 2 years

Principal Occupation(s) During Past 5 Years  Executive Vice President and Chief Financial Officer of GEAM since August 2013; formerly, Chief Financial Officer for GE Ventures from 2012 to 2013 and Chief Financial Officer for GE Risk, Insurance and Corporate Financing from 2006 to 2012.

Number of Portfolios in Fund Complex Overseen by Trustee  8

Other Directorships Held by Trustee  Trustee of GE Retirement Savings Plan Funds (formerly GE Savings & Security Funds) and General Electric Pension Trust since September 2013 and Director of GEAM since September 2013.

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

123

Portfolio Manager Biographies

The following sets forth biographical information for those individuals who are primarily responsible for managing the specified Fund’s investments. The portfolio managers may change from time to time.

David B. Carlson  is Chief Investment Officer – U.S. Equities at GEAM. He manages the overall U.S. equity investments for GEAM. Mr. Carlson has served as the portfolio manager for Elfun Trusts since 1988. Mr. Carlson joined GEAM in 1982 as a securities analyst for investment operations. He became a Vice President for Mutual Fund Portfolios in 1987, a Senior Vice President in 1989 and an Executive Vice President in 2003.

Michael J. Caufield  is a Senior Vice President of GEAM. He is the portfolio manager of the Elfun Tax-Exempt Income Fund and has served in that capacity since October 2000. Mr. Caufield joined GEAM in 1987 as Vice President, Manager of Fixed Income Research & Analysis and was promoted to Senior Vice President in 1994.

William M. Healey  is a Senior Vice President and Chief Investment Officer – Core Fixed Income Investments of GEAM. He has served on the portfolio management team for the Elfun Income Fund since joining GEAM in 1996. Mr. Healey became Vice President in June 2001, Senior Vice President in January 2007 and Chief Investment Officer – Core Fixed Income Investments in April 2012. Prior to joining GEAM, Mr. Healey spent over 11 years in the fixed income group at MetLife.

Mark H. Johnson is a Senior Vice President and Chief Investment Officer – Insurance and Long Duration of GEAM. He has been a member of the portfolio management team for the Elfun Income Fund since 2007. Mr. Johnson joined GE in 1998 and GEAM as a Vice President and portfolio manager in 2002. He became Senior Vice President in September 2007 and Chief Investment Officer – Insurance and Long Duration in April 2012. Prior to joining GEAM, Mr. Johnson held positions at various insurance companies and public accounting firms.

Ralph R. Layman is an Executive Vice President and Chief Investment Officer Emeritus and a Director of GEAM. Mr. Layman has led the team of portfolio managers for the

Elfun International Equity Fund since 1991. Mr. Layman joined GEAM in 1991 as a Senior Vice President for International Investments, became an Executive Vice President in 1992, served as President – International Equities from March 2007 to July 2009, President and Chief Investment Officer – Public Equities from July 2009 to March 2012, and has served as Chief Investment Officer Emeritus since March 2012.

Jeffrey Palma  is a Senior Vice President and Chief Market Strategist of GE Asset Management, and a portfolio manager of the Elfun Diversified Fund. He became a member of the portfolio management team for the Elfun Diversified Fund in May 2013. Prior to joining GE Asset Management in 2012, Mr. Palma worked for UBS Investment Bank where he held a variety of global research and macro strategy roles supporting UBS’ global equities and fixed income businesses including Managing Director, Head of Global Equity Strategy rom 2007 to 2012, Executive Director, Global Asset Allocation Strategist from 2001 to 2007 and Director, U.S. Economist from 1999 to 2001.

Michael J. Solecki  is a Senior Vice President and Chief Investment Officer – International Equities at GEAM. He has served as a portfolio manager of the Elfun International Equity Fund since August 1999. He joined GEAM in 1990 as an international equity analyst. He became a Vice President for international equity portfolios in 1996, Senior Vice President in 2000, Co-Chief Investment Officer – International Equities in March 2009 and Chief Investment Officer – International Equities in March 2012.

David Wiederecht  is the President and Chief Investment Officer – Investment Solutions and a Director at GEAM. He has served as a portfolio manager to the Elfun Diversified Fund since January 2011. Mr. Wiederecht joined GEAM in 1988 and has held various positions at GEAM including Vice President – Alternative Investments/Private Equity/Hedge Fund from 1998 to 2004, Managing Director – Alternative Investments from 2004 to 2008, and President and Chief Investment Officer – Investment Solutions since 2008.

Todd N. Bean, CFA  is a Vice President and Senior Portfolio Manager of State Street Global Advisors in the firm’s US Cash Management Group. Mr. Bean has served as portfolio manager of the Elfun Government Money Market Fund since September 2014. Mr. Bean began his career at State

124

Portfolio Manager Biographies  (continued)

Street in 1999, joining the firm as an analyst in the firm’s custody and settlements area. Following a stint on the money markets operations staff, he joined the Cash Management Group in 2004.

Jeff A. St. Peters is a Managing Director of State Street Global Advisors and the head of U.S. Cash Management within the Global Cash Management division. Mr. St. Peters has served as portfolio manager of the Elfun Government Money Market Fund since September 2014. Mr. St. Peters manages a team of portfolio managers that focus on traditional money market and securities lending cash collateral funds. He is also a Senior Portfolio Manager

responsible for several securities lending, enhanced cash, offshore, and SSgA’s registered money market portfolios for both retail and institutional clients. Mr. St. Peters has been managing short duration cash and securities lending portfolios at SSgA for over 12 years. He is a member of SSgA’s Senior Leadership Team.

Prior to joining SSgA, Jeff was employed nearly 9 years with Fidelity Investments, the latter years within the Fidelity Management and Research Company, where he worked as a trader within the Money Market area of the Fixed Income division. In addition, he held several positions within Fidelity’s Investment Technology area, where he assisted in designing and implementing an internal proprietary trading system.

125

Portfolio Managers

Elfun International Equity Fund

Ralph R. Layman

Michael J. Solecki

Elfun Trusts

David B. Carlson

Elfun Diversified Fund

David Wiederecht

Jeffrey Palma

Elfun Tax-Exempt Income Fund

Michael Caufield

Elfun Income Fund

William M. Healey

Mark H. Johnson

Elfun Government Money Market Fund

SSgA Funds Management, Inc.

Investment Adviser

GE Asset Management Incorporated

Independent Registered Public Accounting Firm

KPMG LLP

Custodian

State Street Bank & Trust Company

Unitholder Servicing Agent

Address all inquiries to:

Elfun Mutual Funds

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, WI 53201-0701

126

New Online Service

Your Elfun Mutual Fund accounts can now be accessed on the Internet at www.elfun.org.

Here are some of the benefits of our online service:

•  View account balance and transaction history   •  Make exchanges   •  Redeem shares   •  Purchase shares •  View and order tax forms   •  View quarterly statements   •  Change address   •  Re-order money market checks

Many more features will be added to the web site in the future for your convenience.

New Extended Telephone Service

Our Representatives at the Customer Service Center are available Monday to Friday from 8:30 AM to 8:00 PM Eastern Standard Time. Call toll-free, 1-800-242-0134, for assistance.

Automated Voice Response System

You can also access your account anytime during the day, 7 days a week by dialing 1-800-242-0134. Simply follow the menu to obtain information or make certain transactions.

Contact Us By Mail

If you’d like to write to us, address your inquiries regarding your account(s) to:

Elfun Mutual Funds

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, WI 53201-0701

We are continuing to upgrade a variety of services in order to give you the tools you need to manage your financial objectives. In the meantime, we welcome all your comments and suggestions.

(Unaudited)

MORNINGSTAR RATINGS^™

Through December 31, 2014

FUND (CATEGORY)	NUMBER OF FUNDS IN CATEGORY	STAR RATING
Elfun International Equity — (Foreign Large Blend)
Overall	803
3 year	652
5 year	585
10 year	316
Elfun Trusts — (Large Growth)
Overall	1768
3 year	1530
5 year	1331
10 year	917
Elfun Diversified — (Moderate Allocation)
Overall	910
3 year	742
5 year	654
10 year	440
Elfun Tax-Exempt Income — (Muni National Long)
Overall	222
3 year	205
5 year	185
10 year	151
Elfun Income — (Intermediate-Term Bond)
Overall	1078
3 year	917
5 year	811
10 year	590

Morningstar is an independent fund rating company that seeks to provide a non-biased rating system used in making investment decisions. A fund is rated in its broad asset class on a scale of one to five stars through the evaluation of the historical balance of risk and return after 3 years of performance.

Morningstar calculates a Morningstar Rating based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a fund’s monthly performance (including the effects of sales charges, loads and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top ten percent of the funds in each category receive five stars, the next 22.5% receive four stars, the next 35% receive three stars, the next 22.5% receive 2 stars and the bottom 10% receive 1 star. The ratings are subject to change every month. The overall Morningstar Rating for a fund is derived from a weighted average of the performance figures associated with its three-, five- and ten year (if applicable) Morningstar Rating metrics.

Investment return and principal value of an investment will fluctuate and you may have a gain or loss when you sell your shares. Returns assume changes in share price and reinvestment of dividends and capital gains.

Past performance is no guarantee of future results.

This does not constitute a part of the Funds’ Shareholder Report

PRSRT STD

U.S. POSTAGE

PAID

Permit No. 1793

Lancaster, PA

Elfun Funds

1600 Summer Street

Stamford, CT 06905

Distributor

GE Investment Distributors Inc.

Member FINRA and SIPC

1600 Summer Street

P.O. Box 7900

Stamford, CT 06904-7900

www.gefunds.com/elfun

The Funds file their complete schedules of portfolio holdings with the Securities and Exchange Commission for the first, second and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q, as well as a description of the policies and procedures that the Funds use to determine how to vote proxies (if any) relating to portfolio securities is available without charge (i) upon request, by calling 1-800-242-0134; (ii) on the Funds’ website at http://www.geam.com; and (iii) on the Commission’s website at http://www.sec.gov. The Funds’ Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC — information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

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

ELF 1 (2/15)

Item 2. Code of Ethics.

The Registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR and is included in the following link:

https://www.geam.com/ExternalWar/common/docs/pdf/Spirit_Letter.pdf

There have been no amendments to, nor any waivers granted from, a provision that relates to any element of the code of ethics definition set forth in paragraph (b) of Item 2 of Form N-CSR during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The Board of Trustees of the Registrant has determined that Matthew Zakrzewski and Donald W. Torey are designated as the audit committee financial experts for the Registrant; and further that it is the finding of the Board of Trustees that Messrs. Zakrzewski and Torey qualify as audit committee financial experts and are deemed to be “interested persons” of the Registrant as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).

Item 4. Principal Accountant Fees and Services.

(a) AUDIT FEES. The aggregate fees billed for each of the last two fiscal years (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods were $13,450 in 2013 and $13,700 in 2014.

(b) AUDIT RELATED FEES. There were no fees billed by the Auditor for assurance and related services that were related to the performance of the audit of the Registrant during the Reporting Periods.

(c) TAX FEES. There were no fees billed for professional services rendered by the Auditor for tax compliance, tax advice or tax planning for the Registrant during the Reporting Periods.

(d) ALL OTHER FEES. There were no fees billed for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the Registrant during the Reporting Periods.

(e)(1) AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES.

The Audit Committee of the Elfun Funds (the “Funds”) Board of Trustees is responsible, among other things, for the appointment, compensation and oversight of the work of the Funds’ Auditor. As part of this responsibility and to ensure that the Auditor’s independence is not impaired, the Audit Committee (1) pre-approves the audit and non-audit services provided to the Funds by the Auditor, and (2) all non-audit services provided to the Funds’ investment adviser and covered affiliates (as defined in the Audit Committee Charter) that provide ongoing services to the Funds if the services directly impact the Funds’ operations or financial reporting, in accordance with the Audit Committee Charter. The following excerpt from the Audit Committee Charter sets forth the pre-approval policies and procedures:

Pre-Approval of Audit Related Services and Permissible Non-Audit Services. The Audit Committee shall pre-approve both audit (including audit, review, and attest) services and permissible non-audit services provided to the Fund and, if the nature of the engagement relates directly to the operations and financial reporting of the Fund, permissible non-audit services provided to any Covered Affiliate.

The Audit Committee may determine to delegate the authority to grant pre-approvals to one or more Audit Committee members, each acting on behalf of the Audit Committee. In this event, the member of the Audit Committee so delegated shall report each delegated pre-approval to the Audit Committee at its next regularly scheduled meeting. The Audit Committee may also adopt and follow, in lieu of explicit pre-approval described above, written policies and procedures detailed as to the particular service, designed to safeguard the continued independence of the Auditor, consistent with the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), and SEC regulations there under.

Notwithstanding the foregoing, the pre-approval requirement concerning permissible non-audit services provided to the Fund or any Covered Affiliate is waived if: (1) the aggregate amount of all such non-audit services provided constitutes no more than five percent (5%) of the total amount of revenues paid to the Auditor by the Fund and the Covered Affiliates during the fiscal year in which the services are provided that would have to be pre-approved by the Audit Committee, (2) the non-audit services were not recognized as non-audit services at the time of the engagement, and (3) such non-audit services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee or one or more designated members of the Audit Committee prior to the completion of the audit.

(2) PERCENTAGE OF SERVICES DESCRIBED IN PARAGRAPHS (b) THROUGH (d) APPROVED BY AUDIT COMMITTEE. No fees were charged during the Reporting Period for audit related, tax or other services as indicated in sections (b) through (d) of this Item.

(f) Not applicable.

(g) NON-AUDIT FEES. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to the Registrant’s investment adviser and any entity controlling, controlled by, or under common control with the Registrant’s adviser (“Service Affiliates”), for the Reporting Periods were $0 in 2013 and $0 in 2014.

(h) AUDITOR INDEPENDENCE. There were no non-audit services rendered to Service Affiliates during the Reporting Period that were not pre-approved.

Item 5. Audit Committee of Listed Registrants.

Applicable only to Closed-End Management Investment Companies.

Item 6. Schedule of Investments.

(a) Schedule of Investments is included as part of Item 1 of this Form N-CSR.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Applicable only to Closed-End Management Investment Companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Applicable only to Closed-End Management Investment Companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Applicable only to Closed-End Management Investment Companies.

Item 10. Submission of Matters to a Vote of Security Holders.

During the reporting period, there have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s Board of Trustees.

Item 11. Controls and Procedures.

(a) The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act) are effective as of a date within 90 days of the filing date of the report included in Item 1 of this Form N-CSR, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934.

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this Form N-CSR that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) The Code of Ethics that applies to the Registrant’s principal executive officer and principal financial officer is attached hereto.

(a)(2) The certifications required by Rule 30a-2(a) of the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3) Not applicable.

(b) The certifications by the Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(b) of the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002, are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the below Registrants have duly caused each report to be signed on their behalf by the undersigned, thereunto duly authorized.

Elfun International Equity Fund

Elfun Trusts

Elfun Diversified Fund

Elfun Tax-Exempt Income Fund

Elfun Income Fund

Elfun Government Money Market Fund

By:	/s/ Dmitri L. Stockton
	Dmitri L. Stockton
	Trustee, President and Chief Executive Officer
	GE Asset Management Incorporated
Date:	February 23, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, each report has been signed below by the following persons on behalf of the Registrants and in the capacities and on the dates indicated.

By:	/s/ Dmitri L. Stockton
	Dmitri L. Stockton
	Trustee, President and Chief Executive Officer
	GE Asset Management Incorporated
Date:	February 23, 2015

By:	/s/ Arthur A. Jensen
	Arthur A. Jensen
	Treasurer, Elfun Funds
Date:	February 23, 2015