Law Offices of
Paul Hastings LLP
55 Second Street, 24th Floor
San Francisco, California 94105
Telephone (415) 856-7000
Facsimile (415) 856-7100
Internet www.paulhastings.com
June 18, 2014
VIA EDGAR
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Re: | Elfun Tax-Exempt Income Fund — File Nos. 002-58407 and 811-02735 |
Elfun Income Fund — File Nos. 002-83041 and 811-03715
Elfun Government Money Market Fund — File Nos. 033-31205 and 811-05904
Ladies and Gentlemen:
On behalf of our clients, the above-named funds (collectively, the “Funds”), and pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 and Rule 20a-1 under the Investment Company Act of 1940, as amended, transmitted for filing are the Funds’ joint preliminary proxy statement in connection with the Special Meeting of Unitholders (the “Special Meeting”) proposed to be held in September 2014.
The purposes of the Special Meeting are: (1) to approve 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 Elfun Government Money Market Fund; (2) to approve implementation of a “manager of managers” investment structure, whereby GEAM would be given increased flexibility to hire and replace unaffiliated sub-advisers for the Funds without unitholder approval; (3) to approve the amendment, elimination or reclassification of certain of the fundamental investment policies of the Funds; and (4) to transact such other business as may properly come before the meeting and any adjourned session thereof.
It is anticipated that the proxy materials will be sent to unitholders in late June 2014.
U.S. Securities and Exchange Commission
June 18, 2014
Page 2
Please advise us if we can provide any further information to facilitate your review. Please direct any further comments or questions regarding this filing to the undersigned at (415) 856-7007.
Very truly yours,
/s/ DAVID A. HEARTH
David A. Hearth
of Paul Hastings LLP
cc: GEAM