Distribution Agreement (2017)Full Document 

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Ex. 28




July 1, 2016

State Street Global Markets, LLC

One Lincoln Street

Boston, Massachusetts 02111

Dear Sirs:

This is to confirm that, in consideration of the agreements set out below, Elfun Government Money Market Fund (the "Fund"), a diversified open-end mutual fund, has agreed that State Street Global Markets, LLC ("SSGM") will be, for the period of this Agreement, the distributor of units of beneficial interest of the Fund.

1. Services as Distributor.

1.1. SSGM agrees to solicit orders for the sale of units of the Fund and to undertake advertising and promotion that it believes reasonable in connection with the solicitation.

1.2. SSGM will act as agent for the distribution of units of the Fund covered by, and in accordance with, the Fund’s prospectus (the "Prospectus") and statement of additional information (the "Statement") then in effect under the Securities Act of 1933, as amended (the "Securities Act"), each included as part of the Registration Statement of the Fund on Form N-1A (the "Registration Statement"), any amendments to the Registration Statement, and any amendments to, supplements to, or material incorporated by reference into the Prospectus or Statement, being referred to collectively in this Agreement as the "Registration Statement."

1.3. All activities by SSGM as distributor of units of the Fund will comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act or the Investment Company Act of 1940, as amended (the "1940 Act"), by the Securities and Exchange Commission (the "Commission") or any securities association registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").


(a) The public offering price of the units of the Fund will be the net asset value determined as set forth in the Registration Statement.

(b) SSGM will have the right to enter into selected dealer or selling agreements with respect to units of the Fund, and in so doing SSGM will act as agent for the Fund and as principal only on its own behalf.

1.5. SSGM will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Fund.

1.6. The Fund agrees at its own expense to execute any and all documents, to furnish any and all information, and to take any other actions, that may be reasonably necessary in connection with (a) registering units under the Securities Act, if required, to the extent necessary to have available for sale the number of units as may reasonably be expected to be purchased and (b) the qualification and maintenance of the qualification of units of the Fund for sale in such states as SSGM may designate, except that the Fund will not be obligated to execute a general consent to service of process in any state. SSGM shall not be liable for damages resulting from the sale of units in jurisdictions where such sale was not authorized under applicable law where SSGM had no information from the Fund or a service provider which has been delegated responsibility by the Fund for such matters that such sale of shares was unauthorized at the time of such sale of shares.

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