As filed with the Securities and Exchange Commission on March 2218, ~~2012~~2013

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMERICAN BAR ASSOCIATION MEMBERS/

NORTHERN TRUST COLLECTIVE TRUST

(Exact name of registrant as specified in its charter)

Illinois

6799

04-6691601

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

50 South LaSalle Street, Chicago, Illinois 60603

(312) 630-6000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Stephen N. Potter, President

Northern Trust Investments, Inc.

50 South LaSalle Street

Chicago, Illinois 60603

(312) 630-6000

(Name, address including zip code, and telephone number, including area code, of agent for service)

with copies to:

Dennis V. Osimitz

Andrew H. Shaw

Sidley Austin LLP

One South Dearborn Street

Chicago, IL 60603

(312) 853-7000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated Filer ¨

Accelerated filer ¨

Non-accelerated filer x

Smaller reporting company ¨

(Do not check if a smaller

reporting company)

Pursuant to Rule 429 under the Securities Act, the prospectus contained in this Registration Statement also relates to Registration Statement Nos. 333-149594, 333-155737, 333-158263, 333-159466, 333-165675, 333-166938, 333-172928, 333-177124 and 333-~~177124~~180291.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximumaggregate offering price	Amount ofregistration fee
Units representing beneficial interests in the Stable Asset Return Fund . . .	$100,000,000.00	$11,460.00
Units representing beneficial interests in the All Cap Index Equity Fund	$7,000,000	$955
Units representing beneficial interests in the Bond Index Fund . . . . . . . .	$25,000,000.00	$2,865.00
Units representing beneficial interests in the 2020 Retirement Date Fund	$19,000,000	$2,592
Units representing beneficial interests in the 2010 Retirement Date Fund ..	$40,000,000.00	$4,584.00
Units representing beneficial interests in the 2030 Retirement Date Fund	$20,000,000	$2,728
Units representing beneficial interests in the 2020 Retirement Date Fund .	$32,000,000.00	$3,667.20
Total Units of beneficial interest	$46,000,000(1)(2)	$6,275
Units representing beneficial interests in the 2030 Retirement Date Fund . .	$8,000,000.00	$916.80
Units representing beneficial interests in the 2040 Retirement Date Fund . .	$15,000,000.00	$1,719.00
Total Units of beneficial interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$220,000,000.00(1)(2)	$25,212.00

(1)	The Collective Trust may offer and sell an unlimited number of units representing interests in separate funds and portfolios of the Collective Trust, each unit to be offered and sold at the per unit net asset value of the corresponding fund or portfolio.

(2)	Does not include units previously registered and remaining unsold as of the date hereof. The registered but unsold units are being carried forward pursuant to Rule 429 under the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this prospectus is not complete and may be changed. The Collective Trust may not sell these securities until the registration statement relating to this offering and filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion. Dated March 2218, ~~2012~~2013

ABA RETIREMENT FUNDS PROGRAM

AMERICAN BAR ASSOCIATION MEMBERS/NORTHERN TRUST COLLECTIVE TRUST

UNITS OF BENEFICIAL INTEREST

The American Bar Association Members/Northern Trust Collective Trust (“we” or the “Collective Trust”) is offering Units representing pro rata beneficial interests in a total of 23 collective investment funds established under the Collective Trust. We refer to each of these collective investment funds individually as a Fund and together as the Funds. We group the Funds into six categories, as follows:

•

The Managed Funds, as listed on the following page, a group of six Funds each of which is actively managed,

•

The Index Funds, as listed on the following page, a group of six Funds each of which is designed to replicate the investment performance of a specific securities index,

•

The Real Asset Return Fund, which seeks to provide investors with investment returns in excess of inflation as measured by the Core Consumer Price Index (which excludes food and energy),

•

The Alternative Alpha Fund, which seeks to provide long-term total returns in excess of the yield on cash-equivalent investments,

•

The Retirement Date Funds, a group of six Funds each of which is designed to correspond to a particular time horizon to retirement, and

•

The Target Risk Funds, a group of three Funds each of which is designed to represent risk and reward characteristics that reflect a particular level of investment risk.

In addition, assets contributed under the Program may be invested in a wide variety of publicly traded debt and equity securities and shares of numerous mutual funds through Self-Directed Brokerage Accounts. The Self-Directed Brokerage Accounts are not registered under the Securities Act of 1933 and these Self-Directed Brokerage Accounts, together with the Balanced Fund, Units of which ceased to be offered as of July 2, 2009, are described in this prospectus for information purposes only.

Each of the Funds is an investment option under the ABA Retirement Funds Program, which we refer to as the Program. The Program is a comprehensive retirement program sponsored by ABA Retirement Funds, an Illinois not-for-profit corporation which was organized by the American Bar Association, in which lawyers and law firms who are members or associates of the American Bar Association, most state and local bar associations and their employees and employees of certain organizations related to the practice of law are eligible to participate. There are no stated minimum initial or subsequent investment requirements to participate in the Program. The Units do not trade on any national exchange. Rather, Units may be purchased through the trustee of the Collective Trust. Transfers and withdrawals with respect to the Units may be made as described herein.

The trustee of the Collective Trust is Northern Trust Investments, Inc., which we refer to as Northern Trust Investments or the Trustee. Northern Trust Investments is a wholly-owned subsidiary of The Northern Trust Company, referred to herein as Northern Trust, and which in turn is a wholly-owned subsidiary of Northern Trust Corporation, a publicly-traded financial holding company. Northern Trust Investments operates the Funds. ING Life Insurance and Annuity Company, which we refer to as ING Life, acting through its affiliates, including ING Institutional Plan Services, LLC, which we refer to as ING Services, provides recordkeeping, communication, marketing and administration services to the Program. State Street Global Advisors, which we refer to as SSgA, maintains various index funds in which the Funds invest. SSgA is the investment management division of State Street Bank and Trust Company, which we refer to as State Street Bank.

For a discussion of the risk factors relating generally to the Program, please refer to page 4245. For a discussion of the risk factors applicable to investment in the Units of the respective Funds, please refer to page 5154 (Stable Asset Return Fund), page 5659 (Bond Core Plus Fund), page 5962 (Large Cap Equity Fund), page 62 65 (Small-Mid Cap Equity Fund), page 6669 (International All Cap Equity Fund), page 7073 (Global All Cap Equity Fund), page 7377 (Bond Index Fund), page 7679 (Large Cap Index Equity Fund), page 7881 (All Cap Index Equity Fund), page 8083 (Mid Cap Index Equity Fund), page 8286 (Small Cap Index Equity Fund), page 8588 (International Index Equity Fund), page 8992 (Real Asset Return Fund), page 9598 (Alternative Alpha Fund), page ~~108~~111 (Retirement Date Funds) and page ~~113~~117 (Target Risk Funds).

The offering of Units with a proposed offering price of approximately $21.09 billion under the Registration Statements to which this prospectus relates represents 5145% of the total value of Units outstanding as of December 31, ~~2011~~2012. The Units will be offered based on the respective net asset values of the Funds as determined from time to time. Such net asset values are calculated as of the close of the regular trading session of the New York Stock Exchange on each Business Day.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

None of the Funds is registered as an investment company under the Investment Company Act of 1940, and, therefore, none of the Funds is subject to compliance with the requirements of that Act. Units are not “redeemable securities” within the meaning of the Investment Company Act of 1940. See “Regulation of Collective Trust.”

The date of this prospectus is , ~~2012~~2013.

MANAGED FUNDS

STABLE ASSET RETURN FUND^SM invests primarily in high quality fixed-income instruments and investment contracts issued by insurance companies, banks or other financial institutions with the objective of providing current income consistent with preserving principal and maintaining liquidity.

BOND CORE PLUS FUND invests in debt securities of varying maturities with the objective of achieving a competitive total return from current income and capital appreciation.

LARGE CAP EQUITY FUND invests primarily in equity securities of large capitalization U.S. companies with the objective of achieving long-term growth of capital. Any income received is incidental to this objective. For this purpose, large capitalization companies are considered those with a market capitalization of greater than $1 billion.

SMALL-MID CAP EQUITY FUND invests primarily in equity securities of small and medium capitalization U.S. companies with the objective of achieving long-term growth of capital. Any income received is incidental to this objective. For this purpose, small and medium capitalization companies are considered those with a market capitalization between $100 million and $20 billion.

INTERNATIONAL ALL CAP EQUITY FUND invests primarily in equity securities of companies domiciled outside of the U.S. The Fund may invest in companies of any size located in a number of countries throughout the world.

GLOBAL ALL CAP EQUITY FUND invests primarily in equity securities of companies located throughout the world, including those domiciled in the U.S., through investments in the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund.

INDEX FUNDS

BOND INDEX FUND invests in U.S. Government Obligations and U.S. dollar-denominated corporate debt securities, mortgage-backed securities, commercial mortgage-backed securities and asset-backed securities with the objective of replicating the total rate of return of the Barclays Capital U.S. Aggregate Bond Index.

LARGE CAP INDEX EQUITY FUND invests in securities of U.S. companies included in the S&P 500^® with the objective of replicating the total rate of return of the S&P 500.

ALL CAP INDEX EQUITY FUND invests in common stocks included in the Russell 3000^® Index with the objective of replicating the total rate of return of the Russell 3000 Index.

MID CAP INDEX EQUITY FUND invests in securities of U.S. companies included in the S&P MidCap 400^® with the objective of replicating the total rate of return of the S&P MidCap 400.

SMALL CAP INDEX EQUITY FUND invests in securities of U.S. companies included in the Russell 2000^® Index with the objective of replicating the total rate of return of the Russell 2000 Index.

INTERNATIONAL INDEX EQUITY FUND invests in securities of non-U.S. companies included in the Morgan Stanley Capital International All-Country World Ex-U.S. Index, which we refer to as the MSCI ACWI ex-US Index, with the objective of replicating the total rate of return of the MSCI ACWI ex-US Index.

REAL ASSET RETURN FUND

REAL ASSET RETURN FUND invests in a diversified portfolio of primarily Treasury Inflation Protected Securities, or so-called TIPS, commodity futures and real estate investment trusts with the objective of achieving a total return in excess of inflation as measured by the Core Consumer Price Index (which excludes food and energy) (although the Real Asset Return Fund can be expected to have greater volatility than the Core CPI).

ALTERNATIVE ALPHA FUND

ALTERNATIVE ALPHA FUND takes positions in a broad set of securities and instruments with the objective of providing long-term total returns in excess of the yield on cash-equivalent investments (although the Alternative Alpha Fund can be expected to have greater risk and volatility than cash-equivalent investments).

RETIREMENT DATE FUNDS

Assets contributed under the Program may also be invested in the Lifetime Income Retirement Date Fund, the 2010 Retirement Date Fund, the 2020 Retirement Date Fund, the 2030 Retirement Date Fund, the 2040 Retirement Date Fund and the 2050 Retirement Date Fund, a group of diversified investment funds each of which is designed to correspond to a particular time horizon to retirement.

TARGET RISK FUNDS

Assets contributed under the Program may also be invested in the Conservative Risk Fund, the Moderate Risk Fund and the Aggressive Risk Fund, each of which is designed to represent risk and reward characteristics that reflect a particular level of investment risk such as conservative, moderate or aggressive.

TABLE OF CONTENTS

	Page
Special Note Regarding Forward-Looking Statements		1
Prospectus Summary		2
Risk Factors Relating Generally to the Program		4245
The Program		4749
Description of Investment Options		4750
Managed Funds		4952
Stable Asset Return Fund		4952
Risk Factors		5154
Bond Core Plus Fund		5558
Risk Factors		56
Large Cap Equity Fund		59
Risk Factors		59
Small-Mid Cap Equity Fund		61
Large Cap Equity Fund		62
Risk Factors		62
International All Cap Equity Fund		65
Small-Mid Cap Equity Fund		64
Risk Factors		6665
Global All Cap Equity Fund		69
International All Cap Equity Fund		68
Risk Factors		7069
Index Funds		72
Global All Cap Equity Fund		72
Bond Index Fund		73
Risk Factors		73
Large Cap Index Equity Fund		75
Index Funds		76
Risk Factors		76
Bond Index Fund		76
All Cap Index Equity Fund		77
Risk Factors		77
Risk Factors		78
Large Cap Index Equity Fund		79
Mid Cap Index Equity Fund		79
Risk Factors		79
Risk Factors		80
All Cap Index Equity Fund		81
Small Cap Index Equity Fund		82
Risk Factors		81
Risk Factors		82
Mid Cap Index Equity Fund		83
International Index Equity Fund		84
Risk Factors		83
Risk Factors		85
Small Cap Index Equity Fund		85
Real Asset Return Fund		88
Risk Factors		86
Risk Factors		89
International Index Equity Fund		88
Alternative Alpha Fund		91
Risk Factors		88
Risk Factors		95
Real Asset Return Fund		91
Retirement Date Funds		101
Risk Factors		92
Risk Factors		108
Alternative Alpha Fund		95
Target Risk Funds		111
Risk Factors		98
Risk Factors		113
Retirement Date Funds		105
Balanced Fund		116
Risk Factors		111
Target Risk Funds		115
Risk Factors		117
Information with Respect to the Funds		120
Balanced Fund		119
Valuation of Units		122
Risk Factors		120
Derivative Instruments		124
Information with Respect to the Funds		124
Investment Advisors		128
Valuation of Units		126
Self-Directed Brokerage Accounts		129
Derivative Instruments		127
Adoption of Program		129
Investment Advisors		132
Northern Trust and Northern Trust Investments		131
Self-Directed Brokerage Accounts		133
ING Life and ING Services		135
Adoption of Program		133
ABA Retirement Funds		135
Northern Trust and Northern Trust Investments		135
Contributions and Investment Selection		136
ING Life and ING Services		139
Transfers Among Investment Options and Withdrawals		139
ABA Retirement Funds		139
Deductions and Fees		141
Contributions and Investment Selection		140
ERISA and Fiduciary Obligations		149
Transfers Among Investment Options and Withdrawals		144
Regulation of Collective Trust		151
Deductions and Fees		146
Federal Income Tax Considerations		153
ERISA and Fiduciary Obligations		154
Taxation of Collective Trust		156
Regulation of Collective Trust		156
Legal Matters		157
Federal Income Tax Considerations		158
Experts		157
Taxation of Collective Trust		161
Where You Can Find More Information		157
Legal Matters		162
Experts		162
Where You Can Find More Information		162

References in this prospectus to “Business Day” mean any day that the New York Stock Exchange is open for trading.

For additional information regarding all aspects of the Program and its investment options, contact the Program by phone at (800) 826-8901 or write to ABA Retirement Funds Program, P.O. Box 5142, Boston, Massachusetts 02206-5142.

The Collective Trust has not authorized any person to give any information or to make any representations in connection with this offering other than those in this prospectus.

The investment options described below are not deposits or obligations of, or guaranteed or endorsed by, Northern Trust or Northern Trust Investments, and Units of beneficial interest are not insured by the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve, or any other governmental agency, are not deposits of Northern Trust, Northern Trust Investments or any other bank and involve risks, including the possible loss of principal.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus, including, without limitation, those relating to the objectives and strategies of the investment options, constitute “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Collective Trust desires to take advantage of the “safe harbor” provisions of such Act and is including this special note to enable it to do so. Forward-looking statements included in this prospectus, or subsequently included in other publicly available documents filed with the SEC, and other publicly available statements issued or released by the Collective Trust, involve known and unknown risks, uncertainties and other factors which could cause the actual results, performance or achievements of the investment options to differ materially from the future results, performance or achievements expressed or implied by such forward-looking statements. For a description of these factors, see the descriptions of each of the investment options found elsewhere in this prospectus.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. Because it is a summary, it does not contain all of the information that you should consider before investing. You should read the entire prospectus carefully, including the “Risk Factors” information included in the description of each of the Funds and elsewhere in this prospectus.

The Program

The ABA Retirement Funds Program, which we refer to as the Program, is a comprehensive retirement program that provides eligible employers that adopt the Program with tax-qualified employee retirement plans, a variety of investment options and related recordkeeping and administrative services. The Program is sponsored by ABA Retirement Funds, an Illinois not-for-profit corporation, which was organized by the American Bar Association to encourage lawyers to provide retirement benefits for themselves and their employees by sponsoring retirement programs. The Program, by acting on behalf of, and combining the assets of, many retirement plans of different sizes, seeks to achieve economies of scale that allow the Program to provide a level of recordkeeping, communication, investment and fiduciary services that many such plans might not be able to obtain on their own and at costs that may be lower than such plans could obtain on their own.

The American Bar Association Members/Northern Trust Collective Trust, which we refer to as the Collective Trust, is a group trust established under a declaration of trust dated August 8, 1991 and subsequently amended from time to time. The Collective Trust itself has no employees. Northern Trust Investments, Inc., which we refer to as Northern Trust Investments or the Trustee, is an Illinois banking corporation and a wholly-owned subsidiary of The Northern Trust Company, which we refer to as Northern Trust. Northern Trust is an Illinois banking corporation and a wholly-owned subsidiary of Northern Trust Corporation, a publicly-traded financial holding company registered with the Board of Governors of the Federal Reserve System pursuant to the Federal Bank Holding Company Act of 1956, as amended. Northern Trust Investments, solely in its role as trustee of the Collective Trust, offers the investment options available under the Program’s Collective Trust. The board of directors of Northern Trust Investments is responsible for management of Northern Trust Investments’ business and affairs, including its service as trustee of the Collective Trust. For a more complete description of the relationship between Northern Trust and Northern Trust Investments, see “Northern Trust and Northern Trust Investments.”

ING Life Insurance and Annuity Company, a Connecticut corporation, which we refer to as ING Life, acting through its affiliates, including ING Institutional Plan Services, LLC, a Delaware limited liability company, which we refer to as ING Services, provides recordkeeping, communication, marketing and administration services to the Program, including maintenance of individual account records or accrued benefit information for Participants whose Employers choose to have the Program’s administrator maintain those account records. ING Services also provides certain account and investment information to Employers and Participants, manages the receipt of all plan contributions, forwards investment and transaction instructions to the appropriate parties and forwards instructions relating to distribution of benefits provided by the plans.

Investment Options

Assets contributed or held under the Program may be invested in any of the following Funds in accordance with the descriptions below or a Self-Directed Brokerage Account.

Managed Funds

The Collective Trust offers six Managed Funds, each of which is actively managed. The Stable Asset Return Fund invests primarily in high quality fixed-income instruments and investment contracts. The Bond Core Plus Fund invests primarily in debt securities of varying maturities. The Large Cap Equity Fund, the Small-Mid Cap Equity Fund, the International All Cap Equity Fund and the Global All Cap Equity Fund are multi-manager Funds and invest primarily in various types of equity securities.

Fund invests primarily in debt securities of varying maturities. The Large Cap Equity Fund, the Small-Mid Cap Equity Fund, the International All Cap Equity Fund and the Global All Cap Equity Fund are multi-manager Funds and invest primarily in various types of equity securities.

Index Funds

The Collective Trust offers the following six Index Funds, each of which is designed to replicate the investment performance of a specific securities index: the Bond Index Fund, the Large Cap Index Equity Fund, the All Cap Index Equity Fund, the Mid Cap Index Equity Fund, the Small Cap Index Equity Fund and the International Index Equity Fund.

Real Asset Return Fund

The Collective Trust offers the Real Asset Return Fund, a diversified portfolio which is designed to provide investors with a return in excess of inflation as measured by the Core Consumer Price Index (which excludes food and energy).

Alternative Alpha Fund

The Collective Trust offers the Alternative Alpha Fund, a diversified portfolio with exposure to a broad set of investments with the objective of providing long-term total returns in excess of the yield on cash-equivalent investments (although the Alternative Alpha Fund can be expected to have greater risk and volatility than cash-equivalent investments).

Retirement Date Funds

The Collective Trust offers the following six Retirement Date Funds, a group of diversified investment funds, each of which is designed to correspond to a particular time horizon to retirement: the Lifetime Income Retirement Date Fund, the 2010 Retirement Date Fund, the 2020 Retirement Date Fund, the 2030 Retirement Date Fund, the 2040 Retirement Date Fund and the 2050 Retirement Date Fund.

Target Risk Funds

The Collective Trust offers the following three Target Risk Funds, each of which is designed to represent risk and reward characteristics that reflect a particular level of investment risk: the Conservative Risk Fund, the Moderate Risk Fund and the Aggressive Risk Fund.

Self-Directed Brokerage Account

Assets contributed or held under the Program can also be invested in a wide variety of publicly traded debt and equity securities and shares of numerous mutual funds through a self-directed brokerage account, which we refer to as a Self-Directed Brokerage Account. Self-Directed Brokerage Accounts are not registered under the Securities Act of 1933 and are described in this prospectus for informational purposes only. See “Self-Directed Brokerage Accounts.”

Investment Options

In this prospectus, we refer to the Funds and the Self-Directed Brokerage Account as “investment options.” Interests in the Balanced Fund are not offered and thus the Balanced Fund is not an investment option, although certain assets held under the Program continue to be invested in this fund. See “Balanced Fund.”

Northern Trust Investments may make additional investment options available from time to time and may also terminate or amend the terms of the investment options from time to time, in each case consistent with the investment policy for the Program as developed by Northern Trust Investments and accepted by ABA Retirement Funds. See “ABA Retirement Funds.”

The following charts provide a summary of the features of the Funds that are available under the Program.

SUMMARY OF FUNDS*

Managed Funds

Stable AssetReturn Fund

Bond Core Plus Fund

Large CapEquity Fund

Small-Mid CapEquity Fund

International All CapEquity Fund

Global All CapEquity Fund(1)

Investment Objective:

Current income consistent with preserving principal and maintaining liquidity

Total return from capital appreciation and current income

Long-term growth of capital

Invests Primarily In:

High quality short-term instruments and investment contracts of insurance companies, banks and financial institutions

Debt securities of various maturities

U.S. equities with capitalization in excess of $1 billion

U.S. equities with capitalization between $100 million and $20 billion

Common stocks and other equity securities of non-U.S. companies

A combination of the common stock and other equity securities of non-U.S. companies and U.S. equities

Risk to Principal:

Low risk to principal

Average credit risk for a debt- oriented intermediate bond fund; also risk of loss related to movements in interest rates

Average risk to principal for a large cap U.S. equity fund

Above average risk to principal for a U.S. equity fund but average risk for a small-mid cap U.S. equity fund

Above average risk to principal for a U.S. equity fund but average risk to principal for an international equity fund, including risks due to currency fluctuations

Average risk to principal for a U.S. equity fund and average risk to principal for an international equity fund, including risks due to currency fluctuations

Primary Source of Potential Return:

Interest income

Interest income and capital appreciation

Capital appreciation

Estimated Maturity or Duration:

2.5533 years(3)

56.0831 years duration(3)

N/A

Anticipated Volatility of Return:

Subject to interest rate fluctuation

Below average volatility for a fund investing in debt securities; volatility subject to fluctuations in interest rates

Comparable to the Russell 1000® Index

Comparable to the Russell 2500™ Index

Comparable to the MSCI ACWI ex-US Index

Comparable to the MSCI ACWI Index

Transfer Permitted:(2)

Daily

In addition, certain plans permit the establishment of self-directed brokerage accounts. See “Self-Directed Brokerage Accounts.” Certain participants also continue to be invested in the Balanced Fund, which invests in both debt and equity securities through the Bond Core Plus Fund and the Large Cap Equity Fund, respectively. The Balanced Fund ceased to be offered as an investment option as of July 2, 2009. See “Balanced Fund.”

(1)	Invests through the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund.

(2)

For information regarding special restrictions on transfers and allocations to the Funds and, in particular, the Stable Asset Return Fund, the International All Cap Equity Fund, the Global All Cap Equity Fund, the International Index Equity Fund and the Alternative Alpha Fund, see “Transfers Among Investment Options and Withdrawals—Frequent Trading; Restrictions on Transfers.”

(3) Average weighted maturity as of December 31, ~~2011~~2012.

SUMMARY OF FUNDS

Index Funds(1)

BondIndexFund(2)

Large CapIndexEquityFund(3)

All CapIndexEquityFund(4)

Mid CapIndexEquityFund(5)

Small CapIndexEquityFund(6)

InternationalIndexEquityFund(7)

Investment Objective:

Replication of the total return of the Barclays Capital U.S. Aggregate Bond Index

Replication of the total return of the S&P 500

Replication of the total return of the Russell 3000 Index

Replication of the total return of the S&P MidCap 400

Replication of the total return of the Russell 2000® Index

Replication of the total return of the MSCI ACWI ex-US Index

Invests Primarily In:

Debt securities included in the Barclays Capital U.S. Aggregate Bond Index

The common stocks included in the S&P 500

The common stocks included in the Russell 3000 Index

The common stocks included in the S&P MidCap 400

The common stocks included in the Russell 2000 Index

The common stocks included in the MSCI ACWI ex-US Index

Risk to Principal:

Average credit risk for a debt- oriented bond index fund; also risk of loss related to movements in interest rates

Average for a U.S. equity fund

Average for a diversified U.S. equity fund

Above average for a U.S. equity fund

Above average for a U.S. equity fund but average for an international index equity fund, including risks due to currency fluctuations

Primary Source of Potential Return:

Interest income and capital appreciation

Capital appreciation and dividend income

Capital appreciation

Estimated Maturity or Duration:

46.86 years(8)

N/A

Anticipated Volatility of Return:

Comparable to the Barclays Capital U.S. Aggregate Bond Index

Comparable to the S&P 500

Comparable to the Russell 3000 Index

Comparable to the S&P MidCap 400

Comparable to the Russell 2000 Index

Comparable to the MSCI ACWI ex-US Index

Transfer Permitted:(9)

Daily

(1)	The Index Funds obtain exposure to various equity, fixed-income and cash asset classes by investment in respective collective investment funds maintained by State Street Bank.

(2)	Invests through the SSgA U.S. Bond Index Non-Lending Series Fund, a collective investment fund maintained by State Street Bank.

(3)	Invests through the SSgA S&P 500^® Index Non-Lending Series Fund, a collective investment fund maintained by State Street Bank.

(4) Invests through the SSgA Russell All Cap® Index Non-Lending Series Fund , a collective investment fund maintained by State Street Bank.

(5)	Invests through the SSgA S&P MidCap^® Index Non-Lending Series Fund, a collective investment fund maintained by State Street Bank.

(6)	Invests through the SSgA Russell Small Cap Index Non-Lending Series Fund, a collective investment fund maintained by State Street Bank.

(7)	Invests through the SSgA Global Equity ex U.S. Index Non-Lending Series Fund, a collective investment fund maintained by State Street Bank.

(8) Effective duration of the underlying index as of December 31, ~~2011~~2012.

(9)

SUMMARY OF FUNDS

Real Asset Return Fund(1)

Alternative Alpha Fund(2)

Investment Objective:

Growth of capital in excess of inflation as measured by the Core Consumer Price Index (which excludes food and energy)

Growth of capital in excess of the yield on cash-equivalent investments

Invests Primarily In:

U.S. real estate investment trusts, commodity futures and treasury inflation-protected securities

Fixed income, equity, commodity and currency derivatives, including futures, option, forwards and swaps

Allocates Assets As of the Date Hereof To:

REIT Index NL Fund

10% to 40%

Wellington Trust Real Total

TIPS NL Fund

20% to 60%

Return Portfolio

Commodity Index NL Fund

10% to 40%

AQR Risk Parity Fund

Cash Equivalents

0% to 20%

Risk to Principal:

Below average risk to principal

Above average risk to principal

Primary Source of Potential Return:

Capital appreciation and income

Capital appreciation

Estimated Maturity or Duration:

N/A

Anticipated Volatility of Return:

Less than the S&P 500

Transfer Permitted:(3)

Daily

(1)	The Real Asset Return Fund obtains exposure to various asset classes by investment in collective investment funds maintained by State Street Bank. For a description of the funds referred to in this chart, see “Real Asset Return Fund—Strategy.”

(2)	The Alternative Alpha Fund obtains exposure to various asset classes by investment in commingled investment vehicles managed by Wellington Trust Company, N.A. and AQR Capital Management, LLC. For a description of the funds referred to in this chart, see “Alternative Alpha Fund—Strategy.”

(3)

SUMMARY OF FUNDS

	Retirement Date Funds(1)
	Lifetime IncomeRetirement Date Fund					2010 Retirement Date Fund					2020 Retirement Date Fund
Investment Objectives:	Avoidance of significant loss of principal for those who are considerably beyond their retirement date					A ~~blend~~mix of long-term capital appreciation and stability of principal for those ~~retiring~~whose retirement date occurred in or around 2010					A mix of long-term capital appreciation and stability of principal for those planning to retire in or around 2020
Allocates Assets in 2012 To:(2)	Fixed-Income:			65.0	%	Fixed-Income:			57.5	%	Fixed-Income:			33.0	%
Allocates Assets in 2013 To:(2)	Fixed-Income:			65.0	%	Fixed-Income:			58.8	%	Fixed-Income:			34.3	%
	Long Government Bond Fund	0.0	%			Long Government Bond Fund	108.075	%			Long Government Bond Fund	2220.0	%
	Bond Market Index Fund	20.0				Bond Market Index Fund	17.5				Bond Market Index Fund	4.58
	High Yield Bond Fund	57.0				High Yield Bond Fund	56.09				High Yield Bond Fund	4.5.6
	Short Government/Credit Bond Fund	20.0				Short Government/ Credit Bond Fund	78.58				Short Government/ Credit Bond Fund	0.0
	TIPS Fund	2018.0				TIPS Fund	1716.59				TIPS Fund	4.50
	Equity:			3026.05	%	Equity:			3732.58	%	Equity:			6661.0	%
	S&P 500 Index Fund	2117.80	%			S&P 500 Index Fund	2621.81	%			S&P 500 Index Fund	3934.70	%
	MSCI ACWI ex-US IMI Index Fund	46.02				MSCI ACWI ex-US IMI Index Fund	68.0				MSCI ACWI ex-US IMI Index Fund	1518.53
	S&P MidCap Index Fund	23.53				S&P MidCap Index Fund	23.86				S&P MidCap Index Fund	68.57
	Russell 2000 Index Fund	1.7				~~Russell 2000 Index Fund~~	~~1.9~~				~~Russell 2000 Index Fund~~	~~4.3~~
	Other:			58.05	%	Other:			58.05	%	Other:			13.05	%
	Real Estate Fund	5.0	%			Real Estate Fund	5.0	%			Real Estate Fund	10.0	%
	Commodities Index Fund	3.5	%			Commodities Index Fund	3.5	%			Commodities Index Fund	3.5	%
Transfer Permitted:(3)	Daily					Daily					Daily
	2030 Retirement Date Fund					2040 Retirement Date Fund					2050 Retirement Date Fund
Investment Objectives:	Mostly long-term capital appreciation for those planning to retire in or around 2030					Long-term capital appreciation for those planning to retire in or around 2040					Long-term capital appreciation for those planning to retire in or around 2050
Allocates Assets in 2013 To:(2)	Fixed-Income:			19.5	%	Fixed-Income:			10.0	%	Fixed-Income:			10.0	%
	Long Government Bond Fund	19.5	%			Long Government Bond Fund	10.0	%			Long Government Bond Fund	10.0	%
	Bond Market Index Fund	0.0				Bond Market Index Fund	0.0				Bond Market Index Fund	0.0
	High Yield Bond Fund	0.0				High Yield Bond Fund	0.0				High Yield Bond Fund	0.0
	Short Government/Credit Bond Fund	0.0				Short Government/Credit Bond Fund	0.0				Short Government/Credit Bond Fund	0.0
	TIPS Fund	0.0				TIPS Fund	0.0				TIPS Fund	0.0
	Equity:			77.0	%	Equity:			86.5	%	Equity:			86.5	%
	S&P 500 Index Fund	40.0	%			S&P 500 Index Fund	40.4	%			S&P 500 Index Fund	40.4	%
	MSCI ACWI ex-US IMI Index Fund	23.8				MSCI ACWI ex-US IMI Index Fund	28.2				MSCI ACWI ex-US IMI Index Fund	28.2
	S&P MidCap Index Fund	13.5				S&P MidCap Index Fund	18.0				S&P MidCap Index Fund	18.0
	Other:			3.5	%	Other:			3.5	%	Other:			3.5	%
	Real Estate Fund	0.0	%			Real Estate Fund	0.0	%			Real Estate Fund	0.0	%
	Commodities Index Fund	3.5	%			Commodities Index Fund	3.5	%			Commodities Index Fund	3.5	%
Transfer Permitted:(3)	Daily					Daily					Daily

	2030 Retirement Date Fund					2040 Retirement Date Fund					2050 Retirement Date Fund
Investment Objectives:	Mostly long-term capital appreciation for those planning to retire in or around 2030					Long-term capital appreciation for those planning to retire in or around 2040					Long-term capital appreciation for those planning to retire in or around 2050
Allocates Assets in 2012 To:(2)	Fixed-Income:			19.0	%	Fixed-Income:			10.0	%	Fixed-Income:			10.0	%
	Long Government Bond Fund	19.0	%			Long Government Bond Fund	10.0	%			Long Government Bond Fund	10.0	%
	Bond Market Index Fund	0.0				Bond Market Index Fund	0.0				Bond Market Index Fund	0.0
	High Yield Bond Fund	0.0				High Yield Bond Fund	0.0				High Yield Bond Fund	0.0
	Short Government/Credit Bond Fund	0.0				Short Government/Credit Bond Fund	0.0				Short Government/Credit Bond Fund	0.0
	TIPS Fund	0.0				TIPS Fund	0.0				TIPS Fund	0.0
	Equity:			81.0	%	Equity:			90.0	%	Equity:			90.0	%
	S&P 500 Index Fund	45.0	%			S&P 500 Index Fund	45.0	%			S&P 500 Index Fund	45.0	%
	MSCI ACWI ex-US IMI Index Fund	20.5				MSCI ACWI ex-US IMI Index Fund	25.0				MSCI ACWI ex-US IMI Index Fund	25.0
	S&P MidCap Index Fund	7.8				S&P MidCap Index Fund	10.0				S&P MidCap Index Fund	10.0
	Russell 2000 Index Fund	7.8				Russell 2000 Index Fund	10.0				Russell 2000 Index Fund	10.0
	Other:			0.0	%	Other:			0.0	%	Other:			0.0	%
	Real Estate Fund	0.0	%			Real Estate Fund	0.0	%			Real Estate Fund	0.0	%
Transfer Permitted:(3)	Daily					Daily					Daily

(1)

The Retirement Date Funds obtain exposure to various equity, fixed-income and other asset classes by investment in collective investment funds maintained by State Street Bank under its Investment Funds for Tax Exempt Retirement Plans, which in turn invest in various index and other collective investment funds maintained by State Street Bank. For a description of the funds referred to in this chart, see “Retirement Date Funds—Strategy.”

(2) Except for the Lifetime Income Retirement Date Fund, quarterly reallocations will result in asset allocations becoming progressively more conservative as the year in which the Retirement Date Fund will reach its most conservative investment mix draws nearer. The target retirement date for each Retirement Date Fund, other than the Lifetime Income Retirement Date Fund, is the year specified in the Retirement Date Fund’s

(3) For information regarding special restrictions on transfers and allocations to the Funds and, in particular, the Stable Asset Return Fund, the International All Cap Equity Fund, the Global All Cap Equity Fund, the International Index Equity Fund and the Alternative Alpha Fund, see “Transfers Among Investment Options and Withdrawals—Frequent Trading; Restrictions on Transfers.”

name. By the year 2015, the 2010 Retirement Date Fund will be (and will remain) invested in its most conservative mix of fixed income, equity and real estate securities and commodities, on or about which time those assets will be transferred to the Lifetime Income Retirement Date Fund and the 2010 Retirement Date Fund will be terminated. Each of the other Retirement Date Funds will be treated similarly five years after the target retirement date has been reached for such Retirement Date Fund.

(3)

SUMMARY OF FUNDS

	Target Risk Funds(1)
	Conservative Risk Fund					Moderate Risk Fund					Aggressive Risk Fund
Investment Objectives:	Higher current investment income and some capital appreciation					Current investment income and greater capital appreciation					Long-term growth of capital and lower current investment income
Allocates Assets As of the Date Hereof To:	Equity:			26.0	%	Equity:			5453.63	%	Equity:			79.30	%
	Russell 3000 Index NL Fund	12.45	%			Russell 3000 Index NL Fund	2928.47	%			Russell 3000 Index NL Fund	44.0	%
	Daily EAFE NL Fund	8.65				MSCI ACWI ex-US NL Index	2019.26				MSCI ACWI ex-US NL Index	30.30
	REIT NL Index Fund	5.0				REIT Index NL Fund	5.0				REIT Index NL Fund	5.0
	Fixed-Income:			74.0	%	Fixed-Income:			4344.26	%	Fixed-Income:			1817.20	%
	Bond Market Index NL Fund	57.30	%			Bond Market Index NL Fund	3435.4	%			Bond Market Index NL Fund	15.20	%
	TIPS NL Fund	12.0				TIPS NL Fund	6.69				TIPS NL Fund	12.50
	Short-Term Fund	45.80				Short-Term Fund	2.3
						Other:			2.1	%	Other:			4.0	%
						Commodity Index NL Fund	2.1	%			Commodity Index NL Fund	4.0	%
Transfer Permitted:(2)	Daily					Daily					Daily

(1)	The Target Risk Funds obtain exposure to various asset classes by investment in respective collective investment funds maintained by State Street Bank. For a description of the funds referred to in this chart, see “Target Risk Funds—Strategy.”

(2)

The Units

Interests in each Fund are represented by Units of beneficial interest. Each Unit represents an equal pro rata interest in the net assets of a Fund. Although the Funds are similar in some respects to registered open-end management investment companies commonly referred to as mutual funds, the Funds are not required to be and are not registered as investment companies under the Investment Company Act of 1940 and are not subject to compliance with the requirements of that Act. Units are not “redeemable securities” as defined in the Investment Company Act of 1940. See “Description of Investment Options” and “Regulation of Collective Trust.” Units representing interests in the Funds are held by Northern Trust, as trustee of the American Bar Association Members Retirement Trust, which we refer to as the Retirement Trust, and the American Bar Association Members Pooled Trust for Retirement Plans, which we refer to as the Pooled Trust. We refer to the Retirement Trust and the Pooled Trust together as the ABA Members Trusts. Neither the Units nor the assets of the Funds are subject to the claims of the creditors of Northern Trust or Northern Trust Investments. The Units are not insured by the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve or any other governmental agency and are not deposits of Northern Trust, Northern Trust Investments or any other bank. The activities of each of Northern Trust Investments and Northern Trust in connection with the operation and management of the Collective Trust and the ABA Members Trusts, respectively, are subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended, which is known as ERISA, a federal statute specifically designed to regulate the activities of pension plan fiduciaries. See “Regulation of Collective Trust.”

The Collective Trust issues both Units that are registered under the Securities Act of 1933 and Units that are unregistered. Unregistered Units are offered and sold in reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933 or, in the case of Units offered and sold to certain employee benefit plans covering self-employed individuals, commonly called “Keogh” or “H.R.10” plans, Rule 180 promulgated thereunder. See “Regulation of Collective Trust.”

Eligible Employers and Participants

Attorneys who are sole practitioners, partnerships (including limited liability companies) and professional corporations engaged in the practice of law may adopt the Program for their law practices if they or at least one of their partners or shareholders is a member or associate of the American Bar Association or of a state or local bar association that is represented in the American Bar Association’s House of Delegates. Such a state or local bar association or an organization closely associated with the legal profession which has, as an owner or member of its governing board, a member or associate of the American Bar Association may also be eligible to adopt the Program. We refer to law practices, bar associations and other organizations which are eligible to adopt the Program as Eligible Employers, and we refer to those that adopt the Program as Employers. We refer to self-employed individuals and employees (together with their beneficiaries, where applicable) of Employers which have adopted the Program for their practices as Participants. We also refer to the person or entity responsible for allocating the assets of a plan among the investment options as the Investor. The Investor may be either the Participant, the Employer or the plan trustee depending on the terms of the plan. In the case of the American Bar Association Members Retirement Plan, each Participant is an Investor and, generally, in the case of the American Bar Association Members Defined Benefit Pension Plan, the Employer is the Investor. However, with respect to certain prior plan accounts under the American Bar Association Members Defined Benefit Pension Plan (e.g., rollover contributions), the Participant is the Investor. In the case of an individually designed plan, the Participant, Employer or plan trustee may be the Investor.

Plans Available Under the Program

Eligible Employers that elect to participate in the Program may do so by adopting a master plan under one or both of two American Bar Association Members Plans sponsored by ABA Retirement Funds. One of these Members Plans is the American Bar Association Members Retirement Plan, a defined contribution master plan, and the other is the American Bar Association Members Defined Benefit Plan, a defined benefit master plan. Eligible Employers that design and maintain their own individually designed plans may also participate in most aspects of the Program through those individually designed plans.

The ABA Members Trusts

Assets contributed under the Program are held by Northern Trust as trustee of the Retirement Trust in the case of assets contributed under master plans and of the Pooled Trust in the case of assets contributed under individually designed plans. Assets contributed under the Program are allocated among the investment options available under the Program in accordance with the instructions of the person or entity having responsibility for determining the allocation of assets under the terms of the particular plan.

910

HISTORICAL RETURN INFORMATION

The bar charts below indicate the risk of investing in the respective Funds by showing changes in performance from year to year. Past performance of a Fund is not a guarantee of future results. Shorter term performance swings are shown by inclusion of the highest and lowest quarterly returns occurring during the years depicted on the charts. Performance information for the Stable Asset Return Fund, the Bond Core Plus Fund, the International All Cap Equity Fund and the All Cap Index Equity Fund is included for ten years. Performance information for each other Fund is included for each full fiscal year in which such Fund has been in operation. Investment Advisor(s) to a Fund may change over time, and the Funds may have employed different investment strategies and guidelines during the various periods for which performance is shown.

No performance information is included for the Funds the operation of which commenced after December 31, 2011.

The following table shows, with respect to each of the Funds listed below, the total annual return, after expenses, over one-year, five-year and ten-year periods ended December 31, 2011, or since inception, if shorter. After-tax returns are not included inasmuch as the Program is available only to tax-qualified employee retirement plans which are not subject to federal income tax. The table also provides average annual returns for comparative market indices for each of these Funds. The market indices shown generally do not include an allowance for fees and expenses that an investor would pay to invest in the securities that comprise the index or expenses related to the operation of the Funds such as recordkeeping fees. Investment Advisor(s) to a Fund may change over time, and the Funds may have employed different investment strategies and guidelines during various periods for which performance is shown. Additionally, there have been changes in fees and expenses applicable to the Funds during the periods for which performance is shown, and performance shown would have been different had current fees and expenses been applicable for the entire period(s). Note that the performance of the Funds is reduced by, among other expenses, the program expense fee that pays for, among other things, the recordkeeping for and administration of the plans maintained under the Program. The past performance of a Fund or an index shown is no guarantee of future performance.

	Periods Ended December 31, 2011
Average Annual Total Returns(1)	1 Year			5 Year			Shorter of 10 Years orSince Inception(2)			InceptionDate
Managed Funds
Stable Asset Return Fund(3)		1.15	%		2.51	%		3.04	%		09/05/95
Three Year Constant Maturity Treasury Yield		1.72	%		3.24	%		3.41	%
Hybrid Benchmark(4)		0.75	%		3.05	%		3.31	%
Bond Core Plus Fund		6.29	%		6.49	%		5.74	%		09/05/95
Barclays Capital U.S. Aggregate Bond Index		7.84	%		6.50	%		5.78	%
Large Cap Equity Fund		0.71	%		—			14.84	%		07/02/09
Russell 1000 Index		1.50	%		—			15.83	%
Small-Mid Cap Equity Fund		-3.44	%		—			16.29	%		07/02/09
Russell 2500 Index		-2.51	%		—			18.80	%
International All Cap Equity Fund(5)(8)		-10.59	%		-4.75	%		3.67	%		09/05/95
MSCI ACWI ex-US Index		-13.71	%		-4.63	%		4.16	%
Index Funds
Bond Index Fund(6)		6.98	%		—			6.40	%		02/03/09
Barclays Capital U.S. Aggregate Bond Index(7)		7.84	%		—			7.29	%
Large Cap Index Equity Fund(6)		1.34	%		—			15.22	%		02/09/09
S&P 500		2.11	%		—			15.98	%
All Cap Index Equity Fund		0.37	%		-0.58	%		2.97	%		09/05/95
Russell 3000 Index		1.03	%		-0.01	%		3.51	%
Mid Cap Index Equity Fund(6)		-2.51	%		—			23.51	%		02/03/09
S&P MidCap 400		-1.73	%		—			23.19	%
Small Cap Index Equity Fund(6)		-4.93	%		—			21.48	%		02/03/09
Russell 2000 Index		-4.18	%		—			20.33	%
International Index Equity Fund(6)(8)		-14.31	%		—			19.42	%		03/03/09
MSCI ACWI ex-US Index		-13.71	%		—			21.32	%
Real Asset Return Fund
Real Asset Return Fund		5.11	%		—			16.20	%		07/07/09
Composite Benchmark(9)		6.05	%		—			16.87	%
Retirement Date Funds(10)
Lifetime Income Retirement Date Fund		3.86	%		3.32	%		4.00	%		08/09/06
Composite Benchmark(11)		4.80	%		4.20	%		4.88	%
2010 Retirement Date Fund		6.04	%		3.41	%		4.34	%		08/08/06
Composite Benchmark(11)		7.06	%		4.01	%		4.99	%
2020 Retirement Date Fund		5.10	%		2.48	%		4.01	%		08/02/06
Composite Benchmark(11)		6.03	%		2.99	%		4.46	%
2030 Retirement Date Fund		2.76	%		1.33	%		3.19	%		08/02/06
Composite Benchmark(11)		3.62	%		1.86	%		3.64	%
2040 Retirement Date Fund		-0.73	%		0.44	%		2.37	%		08/03/06
Composite Benchmark(11)		0.08	%		1.04	%		3.00	%
Target Risk Funds
Conservative Risk Fund		5.12	%		—			9.85	%		07/07/09
Composite Benchmark(12)		6.03	%		—			10.76	%
Moderate Risk Fund		0.71	%		—			11.72	%		07/07/09
Composite Benchmark(12)		1.57	%		—			12.81	%
Aggressive Risk Fund		-2.78	%		—			13.66	%		07/07/09
Composite Benchmark(12)		-2.05	%		—			14.43	%

~~(1)~~ The ~~Managed~~following table shows, with respect to each of the Funds ~~(except~~listed ~~for~~below, the ~~Stable~~total annual ~~Asset~~return, ~~Return~~after ~~Fund)~~expenses, ~~participate~~over toone-year, ~~varying~~five-year ~~degrees~~and inten-year ~~the~~periods ~~securities~~ended ~~lending~~December 31, ~~program~~2012, ~~described~~or ~~under~~since ~~“Information~~inception, ~~with~~if ~~Respect~~shorter. toAfter-tax returns are not included inasmuch as the ~~Funds—Loans~~Program ofis ~~Portfolio~~available ~~Securities~~only to tax-qualified employee retirement plans which are not subject to federal income tax.” The ~~cash~~table ~~collateral~~also ~~received~~provides byaverage annual returns for comparative market indices for each of these Funds. inThe ~~connection~~market ~~with~~indices ~~the~~shown ~~securities~~generally ~~lending~~do ~~program~~not isinclude ~~invested~~an inallowance afor ~~cash~~fees ~~collateral~~and ~~pool~~expenses that ~~known~~an asinvestor ~~the~~would ~~ABA~~pay ~~Members~~to ~~Collateral~~invest ~~Fund~~in (the ~~“cash~~securities ~~collateral pool”)~~ that ~~utilizes~~comprise ~~constant~~the ~~($1.00~~index ~~per~~or ~~unit)~~expenses ~~amortized~~related ~~cost~~to ~~pricing~~the ~~although~~operation of the ~~ABA~~Funds ~~Members~~such ~~Collateral~~as recordkeeping fees. Investment Advisor(s) to a Fund, atmay ~~December~~change 31over time, ~~2011~~and ~~had~~the anFunds ~~average~~may ~~value,~~have onemployed different ainvestment ~~mark-to-market~~strategies ~~basis,~~and ofguidelines aduring ~~lower~~various ~~amount~~periods ~~per~~for ~~unit.~~which ~~The~~performance ~~returns~~is shown. inAdditionally, ~~the~~there ~~table~~have ~~above~~been ~~are~~changes ~~based~~in onfees ~~amortized~~and ~~cost~~expenses ~~pricing~~applicable ofto ~~this~~the ~~cash~~Funds ~~collateral~~during ~~pool~~the ~~because~~periods ~~such~~for ~~fund~~which ~~has~~performance ~~effected~~is (shown, and performance ~~continues~~shown towould ~~effect)~~have ~~purchases~~been different had current fees and ~~redemptions~~expenses ofbeen ~~interests~~applicable ~~therein,~~for ~~and~~the ~~purchases~~entire ~~and~~period(s). ~~redemptions~~Note ofthat ~~Units~~the performance of ~~these~~the Funds ~~were~~is ~~effected~~reduced ~~(and~~by, ~~continue~~among toother ~~be effected)~~expenses, atthe ~~net~~program ~~asset~~expense ~~values~~fee that dopays ~~not~~for, ~~reflect~~among ~~mark-to-market~~other things, ~~valuations.~~the ~~See~~recordkeeping ~~“Risk~~for ~~Factors~~and ~~Relating~~administration ~~Generally~~of tothe plans maintained under the Program~~—Risks~~. ~~Related~~The topast ~~Securities~~performance ~~Lending~~of a Fund or an index shown is no guarantee of future performance.”

(2) Inception to date returns are annualized. Where a Fund has greater than 10 years of performance history, the 10 year annualized return is reported.


	Periods Ended December 31, 2012
Average Annual Total Returns(1)	1 Year			5 Year			Shorter of 10 Years or Since Inception(2)			Inception Date
Managed Funds
Stable Asset Return Fund(3)		1.36	%		1.89	%		2.76	%		09/05/95
Hybrid Benchmark		0.38	%		2.19	%		2.89	%
Bond Core Plus Fund		6.94	%		6.28	%		5.33	%		09/05/95
Barclays Capital U.S. Aggregate Bond Index		4.21	%		5.95	%		5.18	%
Large Cap Equity Fund		15.22	%		—			14.94	%		07/02/09
Russell 1000 Index		16.42	%		—			16.00	%
Small-Mid Cap Equity Fund		13.13	%		—			15.32	%		07/02/09
Russell 2500 Index		17.88	%		—			18.53	%
International All Cap Equity Fund(4)(7)		17.78	%		-3.25	%		7.70	%		09/05/95
MSCI ACWI ex-US Index		16.83	%		-2.89	%		9.74	%
Global All Cap Equity Fund		—			—			13.85	%		01/17/12
Composite Benchmark		—			—			12.79	%
Index Funds
Bond Index Fund(5)		3.34	%		—			5.62	%		02/03/09
Barclays Capital U.S. Aggregate Bond Index(6)		4.21	%		—			6.50	%
Large Cap Index Equity Fund(5)		15.16	%		—			15.21	%		02/09/09
S&P 500		16.00	%		—			15.98	%
All Cap Index Equity Fund		15.50	%		1.39	%		7.07	%		09/05/95
Russell 3000 Index		16.42	%		2.04	%		7.68	%
Mid Cap Index Equity Fund(5)		16.99	%		—			21.82	%		02/03/09
S&P MidCap 400		17.88	%		—			21.81	%
Small Cap Index Equity Fund(5)		15.43	%		—			19.90	%		02/03/09
Russell 2000 Index		16.35	%		—			19.30	%
International Index Equity Fund(5)(7)		16.98	%		—			18.78	%		03/03/09
MSCI ACWI ex-US Index		16.83	%		—			20.13	%
Real Asset Return Fund
Real Asset Return Fund		6.64	%		—			13.39	%		07/07/09
Composite Benchmark(8)		7.66	%		—			14.16	%
Alternative Alpha Fund
Alternative Alpha Fund		—			—			7.58	%		01/17/12
Composite Benchmark		—			—			8.43	%
Retirement Date Funds
Lifetime Income Retirement Date Fund		8.81	%		3.93	%		4.74	%		08/09/06
Composite Benchmark(9)		9.77	%		4.80	%		5.63	%
2010 Retirement Date Fund		10.20	%		4.17	%		5.23	%		08/08/06
Composite Benchmark(9)		11.08	%		4.75	%		5.92	%
2020 Retirement Date Fund		12.99	%		3.62	%		5.36	%		08/02/06
Composite Benchmark(9)		13.66	%		4.11	%		5.84	%
2030 Retirement Date Fund		14.08	%		2.61	%		4.82	%		08/02/06
Composite Benchmark(9)		14.75	%		3.13	%		5.30	%
2040 Retirement Date Fund		15.12	%		1.84	%		4.26	%		08/03/06
Composite Benchmark(9)		15.82	%		2.42	%		4.90	%
2050 Retirement Date Fund		—			—			12.08	%		01/17/12
Composite Benchmark(9)		—			—			12.68	%
Target Risk Funds
Conservative Risk Fund		6.87	%		—			6.88	%		07/07/09
Composite Benchmark(10)		7.63	%		—			7.76	%
Moderate Risk Fund		10.45	%		—			7.49	%		07/07/09
Composite Benchmark(10)		11.13	%		—			8.41	%
Aggressive Risk Fund		13.36	%		—			7.94	%		07/07/09
Composite Benchmark(10)		13.99	%		—			8.75	%

(3) On or about December 8, 2010, the Stable Asset Return Fund engaged new investment advisors.

(4) Effective December 8, 2010, the Stable Asset Return Fund restructured its investment portfolio and engaged new Investment Advisors. In connection therewith, the benchmark for the Fund was changed from a combination of 70% Ryan Labs Three Year GIC Index / 30% iMoneyNet MFR Prime Institutional Money Market Fund Average to the Three Year Constant Maturity Treasury Yield. The Hybrid Benchmark represents, for periods prior to January 1, 2011, the 70% Ryan Labs Three Year GIC Index / 30% iMoneyNet MFR Prime Institutional Money Market Fund Average and, for periods on and after January 1, 2011, the Three Year Constant Maturity Treasury Yield.

(5) On or about July 2, 2009, the International All Cap Equity Fund engaged new Investment Advisors.

(6) The Index Funds introduced in February and March 2009 experienced tracking error for periods from inception through September 24, 2009 due to a difference in timing of investment of contributions by participants in the underlying funds in which the respective Funds invest and also a difference in timing of redemptions of investments of participants out of such underlying funds (in addition to the impact of Fund expenses). Since September 25, 2009, each of the Index Funds has been invested in an underlying fund that matches the timing of contributions and redemptions, which Northern Trust Investments believes should lower future tracking error after taking into account the impact of Fund expenses.

(7) Index since inception data reflects performance from February 2, 2009.

(8) As described in this prospectus, SSgA may utilize fair value pricing adjustments for the Fund in certain circumstances that may at certain times result in a difference in the Fund’s net asset value in comparison to that which would have resulted based on the Fund’s more customary pricing methodology. The MSCI ACWI ex-US Index does not apply fair value pricing adjustments, and the reported Index returns would not be adjusted for any fair value pricing adjustments made by the Fund.

(9) The benchmark for the Real Asset Return Fund is a Composite Benchmark. Composite Benchmark since inception data reflects performance from July 1, 2009. The Composite Benchmark is the composite investment record of the benchmarks for the three underlying asset classes to which the Real Asset Return Fund allocates assets. The benchmarks comprising the Composite Benchmark are the Dow Jones U.S. Select REIT Index, the Dow Jones-UBS Commodity Index and the Barclays Capital U.S. Treasury Inflation Protected Securities Index and are weighted based on the Fund’s target allocations to the asset classes to which such benchmarks relate. See “Real Asset Return Fund.”

(10) Effective May 1, 2007, the Retirement Date Funds implemented a number of changes, including (i) a deferral of the year in which each Retirement Date Fund (other than the Lifetime Income Retirement Date Fund) will reach its most conservative investment mix until five years after the target retirement date, and (ii) changes in certain of the asset classes to which the Retirement Date Funds maintain exposure and the weightings of exposures to asset classes at various time horizons to most conservative investment mix. For instance, aggregate exposure to equity asset classes generally increased at any given such time horizon. Effective December 31, 2009, the Retirement Date Funds implemented certain additional changes, including (i) incorporating a wider range of asset classes and (ii) adjusting the weightings of exposures to asset classes at various time horizons to most conservative investment mix. Effective March 2011, the market capitalization exposure within the international equity allocation was broadened to include exposure to small-to mid-capitalization companies. See “Retirement Date Funds.”

(11) Composite Benchmark since inception data reflects performance from August 1, 2006. The Composite Benchmark for each of the Retirement Date Funds is the composite investment record of the respective benchmarks for the underlying asset classes to which the respective Retirement Date Funds allocate assets from time to time. Effective from and after March 31, 2011, the respective benchmarks comprising the Composite Benchmarks have included some or all of the Barclays Capital U.S. Long Government Bond Index, the Barclays Capital U.S. Aggregate Bond Index, the Barclays Capital U.S. High Yield Very Liquid Index, the Barclays Capital 1-3 Year Government/Credit Index, the Barclays Capital U.S. Treasury Inflation Protected Securities Index, the S&P 500, the MSCI ACWI ex-US IMI Index, the S&P MidCap 400, the Russell 2000 Index and the FTSE EPRA/NAREIT Global Developed Liquid Index and are weighted based on each Fund’s respective target allocations to the asset classes to which such benchmarks relate.

(12) Composite Benchmark since inception data reflects performance from July 1, 2009. The Composite Benchmark for each of the Target Risk Funds is the composite investment record of the respective benchmarks for the underlying asset classes to which the respective Target Risk Funds allocate assets. The respective benchmarks comprising the Composite Benchmarks currently include some or all of the Barclays Capital U.S. Aggregate Bond Index, the Barclays Capital U.S. Treasury Inflation Protected Securities Index, the Dow Jones U.S. Select REIT Index, the Dow Jones-UBS Commodity Index, the Russell 3000 Index, the Merrill Lynch 3-Month T-Bill, the Morgan Stanley Capital International EAFE Index and the Morgan Stanley Capital International All-Country World Ex-U.S. Index and are weighted based on each Fund’s respective target allocations to the asset classes to which such benchmarks relate. See “Target Risk Funds.”

~~Total~~(1) ~~returns~~The ~~reflected~~Managed inFunds ~~the~~(except ~~bar~~for ~~charts~~the ~~and~~Stable ~~table~~Asset ~~above~~Return ~~have~~Fund) ~~been~~participate ~~determined~~to ~~by calculating~~varying ~~the~~degrees ~~difference~~in ~~between~~ the ~~per~~securities ~~Unit~~lending ~~net~~program ~~asset~~described ~~value~~under of“Information awith ~~Fund~~Respect atto the ~~end~~Funds—Loans of ~~the~~Portfolio ~~period~~Securities.” ~~and~~The ~~the~~cash ~~per~~collateral ~~Unit~~received ~~net~~by ~~asset~~these ~~value~~Funds ofin ~~such~~connection ~~Fund~~with at the ~~beginning~~securities oflending ~~the~~program ~~period~~is ~~and~~invested ~~then~~in ~~dividing~~a ~~the~~cash ~~difference~~collateral bypool ~~the~~known ~~per~~as ~~Unit~~the ~~net~~ABA ~~asset~~Members ~~value~~Collateral ~~of that~~ Fund at (the ~~beginning~~“cash ofcollateral ~~the~~pool”) ~~period.~~that ~~All~~utilizes ~~such~~constant ~~calculations~~($1.00 ~~have~~per ~~been~~unit) ~~determined~~amortized tocost ~~the~~pricing ~~sixth~~although ~~decimal~~the ~~place.~~ABA ~~Total~~Members ~~returns~~Collateral inFund, ~~the~~at ~~financial~~December ~~statements~~31, ~~included~~2012 inhad ~~the~~an ~~Collective~~average ~~Trust’s~~value, ~~Annual Report~~ on ~~Form~~a 10mark-Kto-market ~~for~~basis, ~~the~~of ~~year~~a ~~ended December 31,~~lower ~~2011,~~amount ~~which~~per isunit. ~~incorporated~~The byreturns ~~reference~~shown ~~into~~in ~~this~~the ~~prospectus,~~table ~~have~~above ~~been~~are ~~determined~~based inon ~~the~~amortized ~~same~~cost ~~manner~~pricing ~~(except~~of ~~the~~this ~~total~~cash ~~returns~~collateral inpool ~~the~~because ~~financial~~such ~~statements~~fund ofhas ~~the~~effected ~~Funds~~(and ~~specified~~continues into ~~footnote (1~~effect) ~~above~~ ~~value~~purchases ~~investments~~and inredemptions ~~the cash~~of ~~collateral~~interests ~~pool~~therein, atand ~~their~~purchases ~~market~~and ~~values,~~redemptions ~~notwithstanding~~of ~~that~~Units ~~transactions~~of ~~have~~these ~~been,~~Funds were effected (and continue to be, effected), asat ofnet ~~their~~asset ~~respective~~values ~~dates~~that ondo ~~the~~not ~~basis~~reflect ofmark-to-market ~~amortized~~valuations. ~~cost~~See ~~values)~~“Risk ~~but~~Factors ~~with~~Relating ~~calculations~~Generally ~~determined~~ to the ~~second~~Program—Risks ~~decimal~~Related ~~place~~to Securities Lending. ”

(2)	Inception to date returns are annualized. Where a Fund has greater than 10 years of performance history, the 10 year annualized return is reported.

(3)

On or about December 8, 2010, the Stable Asset Return Fund engaged new Investment Advisors. In connection therewith, the benchmark for the Fund was changed from a combination of 70% Ryan Labs Three Year GIC Index / 30% iMoneyNet MFR Prime Institutional Money Market Fund Average to the Three Year Constant Maturity Treasury Yield. The Hybrid Benchmark represents, for periods prior to January 1, 2011, the 70% Ryan Labs Three Year GIC Index / 30% iMoneyNet MFR Prime Institutional Money Market Fund Average and, for periods on and after January 1, 2011, the Three Year Constant Maturity Treasury Yield.

(4)	On or about July 2, 2009, the International All Cap Equity Fund engaged a new line-up of Investment Advisors.

(5)

The Index Funds introduced in February and March 2009 experienced tracking error for periods from inception through September 24, 2009 due to a difference in timing of investment of contributions by participants in the underlying funds in which the respective Funds invest and also a difference in timing of redemptions of investments of participants out of such underlying funds (in addition to the impact of Fund expenses). Since September 25, 2009, each of the Index Funds has been invested in an underlying fund that matches the timing of contributions and redemptions, which Northern Trust Investments believes should lower future tracking error after taking into account the impact of Fund expenses.

(6)	Index since inception data reflects performance from February 2, 2009.

(7)

As described in this prospectus, SSgA may utilize fair value pricing adjustments for the Fund in certain circumstances that may at certain times result in a difference in the Fund’s net asset value in comparison to that which would have resulted based on the Fund’s more customary pricing methodology. The MSCI ACWI ex-US Index does not apply fair value pricing adjustments, and the reported Index returns would not be adjusted for any fair value pricing adjustments made by the Fund.

(8)

The benchmark for the Real Asset Return Fund is a Composite Benchmark. Composite Benchmark since inception data reflects performance from July 1, 2009. The Composite Benchmark is the composite investment record of the benchmarks for the three underlying asset classes to which the Real Asset Return Fund allocates assets. The benchmarks comprising the Composite Benchmark are the Dow Jones U.S. Select REIT Index, the Dow Jones-UBS Commodity Index and the Barclays Capital U.S. Treasury Inflation Protected Securities Index and are weighted based on the Fund’s target allocations to the asset classes to which such benchmarks relate. See “Real Asset Return Fund.”

(9)

Composite Benchmark since inception data reflects performance from August 1, 2006. The Composite Benchmark for each of the Retirement Date Funds is the composite investment record of the respective benchmarks for the underlying asset classes to which the respective Retirement Date Funds allocate assets from time to time. Effective from and after March 31, 2011, the respective benchmarks comprising the Composite Benchmarks have included some or all of the Barclays Capital U.S. Long Government Bond Index, the Barclays Capital U.S. Aggregate Bond Index, the Barclays Capital U.S. High Yield Very Liquid Index, the Barclays Capital 1-3 Year Government/Credit Index, the Barclays Capital U.S. Treasury Inflation Protected Securities Index, the S&P 500, the MSCI ACWI ex-US IMI Index, the S&P MidCap 400, the Russell 2000 Index and the FTSE EPRA/NAREIT Global Developed Liquid Index and are weighted based on each Fund’s respective target allocations to the asset classes to which such benchmarks relate.

(10)

Composite Benchmark since inception data reflects performance from July 1, 2009. The Composite Benchmark for each of the Target Risk Funds is the composite investment record of the respective benchmarks for the underlying asset classes to which the respective Target Risk Funds allocate assets. The respective benchmarks comprising the Composite Benchmarks currently include some or all of the Barclays Capital U.S. Aggregate Bond Index, the Barclays Capital U.S. Treasury Inflation Protected Securities Index, the Dow Jones U.S. Select REIT Index, the Dow Jones-UBS Commodity Index, the Russell 3000 Index, the Merrill Lynch 3-Month T-Bill, the Morgan Stanley Capital International EAFE Index and the Morgan Stanley Capital International All-Country World Ex-U.S. Index and are weighted based on each Fund’s respective target allocations to the asset classes to which such benchmarks relate. See “Target Risk Funds.”

Total returns reflected in the bar charts and table above have been determined by calculating the difference between the per Unit net asset value of a Fund at the end of the period and the per Unit net asset value of such Fund at the beginning of the period and then dividing the difference by the per Unit net asset value of that Fund at the beginning of the period. All such calculations have been determined to the sixth decimal place. Total returns in the financial statements included in the Collective Trust’s Annual Report on Form 10-K for the year ended December 31, 2012, which is incorporated by reference into this prospectus, have been determined in the same manner (except the total returns in the financial statements of the Funds specified in footnote (1) above value investments in the cash collateral pool at their market values, notwithstanding that transactions have been, and continue to be, effected as of their respective dates on the basis of amortized cost values) but with calculations determined to the second decimal place.

Summary of Deductions and Fees

The table below provides information regarding the various costs and expenses of the Collective Trust with respect to an investment in each of the Funds. These estimated annual expenses are stated as a percentage of the assets of each Fund. Except as otherwise noted, the Program Expense Fees and the Trust Management and Administrative Fee are calculated based on the total assets of the Collective Trust as of December 31, ~~2011~~2012. Other Fees are calculated based on estimated annualized fees and expenses as of December 31, ~~2011~~2012. For a discussion of the manner in which deductions and fees are calculated and the portions of these deductions and fees paid to certain parties in connection with the Program, see “Deductions and Fees.”

	InvestmentAdvisorFees(1)(2)			ProgramExpenseFees(1)			Trust, Management andAdministration Fee andOther Fees(1)(3)(4)			AcquiredFund Fees andExpenses(1)(5)			TotalFees			ApproximateAssets as ofDecember 31, 2011(in millions)(1)
	InvestmentAdvisorFees(1)			ProgramExpenseFees(1)			Trust, Management andAdministration Fee andOther Fees(1)(2)(3)			AcquiredFund Fees andExpenses(1)(4)			TotalFees			ApproximateAssets as ofDecember 31, 2012(in millions)(1)
Managed Funds
Stable Asset Return Fund		0.~~150~~148	%		0.~~575~~567	%		0.~~165~~161	%		0.001	%		0.~~891~~877	%	$	~~983~~963
Bond Core Plus Fund		0.250	%		0.~~575~~567	%		0.~~165~~161	%		0.000	%		0.~~990~~978	%		~~373~~383
Large Cap Equity Fund		0.~~294~~291	%		0.~~575~~567	%		0.~~165~~161	%		0.~~002~~001	%		1.~~036~~020	%		~~708~~727
Small-Mid Cap Equity Fund		0.~~479~~477	%		0.~~575~~567	%		0.~~165~~161	%		0.001	%		1.~~220~~206	%		260
International All Cap Equity Fund		0.~~492~~480	%		0.~~575~~567	%		0.~~165~~161	%		0.~~002~~001	%		1.~~234~~209	%		~~141~~150
Global All Cap Equity Fund(6)		—			—			—			1.136	%		1.136	%		—
Global All Cap Equity Fund(5)		—			—			—			1.142	%		1.142	%		2
Index Funds
Bond Index Fund		0.040	%		0.~~575~~567	%		0.~~165~~161	%		0.020	%		0.~~800~~788	%		82100
Large Cap Index Equity Fund		0.020	%		0.~~575~~567	%		0.~~165~~161	%		0.010	%		0.~~770~~758	%		68104
All Cap Index Equity Fund		0.040	%		0.~~575~~567	%		0.~~165~~161	%		0.020	%		0.~~800~~788	%		~~266~~285
Mid Cap Index Equity Fund		0.040	%		0.~~575~~567	%		0.~~165~~161	%		0.020	%		0.~~800~~788	%		5876
Small Cap Index Equity Fund		0.040	%		0.~~575~~567	%		0.~~165~~161	%		0.020	%		0.~~800~~788	%		3242
International Index Equity Fund		0.120	%		0.~~575~~567	%		0.~~165~~161	%		0.~~050~~040	%		0.~~910~~888	%		4868
Real Asset Return Fund		0.078	%		0.~~575~~567	%		0.~~165~~161	%		0.~~020~~018	%		0.~~838~~824	%		2232
Alternative Alpha Fund(7)		—			0.535	%		0.165	%		0.711	%		1.411	%		—
Alternative Alpha Fund(6)		—			0.527	%		0.161	%		0.714	%		1.402	%		1
Retirement Date Funds
Lifetime Income Retirement Date Fund		0.100	%		0.~~575~~567	%		0.~~189~~187	%		0.030	%		0.~~894~~884	%		3647
2010 Retirement Date Fund		0.100	%		0.~~575~~567	%		0.~~189~~187	%		0.030	%		0.~~894~~884	%		6483
2020 Retirement Date Fund		0.100	%		0.~~575~~567	%		0.~~189~~187	%		0.030	%		0.~~894~~884	%		~~156~~207
2030 Retirement Date Fund		0.100	%		0.~~575~~567	%		0.~~189~~187	%		0.030	%		0.~~894~~884	%		~~115~~156
2040 Retirement Date Fund		0.100	%		0.~~575~~567	%		0.~~189~~187	%		0.030	%		0.~~894~~884	%		75101
2050 Retirement Date Fund		0.100	%		0.~~575~~567	%		0.~~189~~187	%		0.030	%		0.~~894~~884	%		—2
Target Risk Funds
Conservative Risk Fund		0.042	%		0.~~575~~567	%		0.~~165~~161	%		0.~~020~~022	%		0.~~802~~792	%		2537
Moderate Risk Fund		0.055	%		0.~~575~~567	%		0.~~165~~161	%		0.~~026~~024	%		0.~~821~~807	%		4763
Aggressive Risk Fund		0.063	%		0.~~575~~567	%		0.~~165~~161	%		0.~~029~~026	%		0.~~832~~817	%		1723

(1) Except as otherwise noted, this table is based on approximate assets of the Collective Trust as of December 31, ~~2011~~2012, which totaled $34,~~576~~500 million, and of each Fund as of such date, the estimated annualized fees and expenses as then in effect and the approximate allocation of the Collective Trust’s assets among the investment options and the Balanced Fund as of that date. For purposes of this table, Balanced Fund assets invested through the Bond Core Plus Fund and the Large Cap Equity Fund are reflected under the Bond Core Plus Fund and the Large Cap Equity Fund, respectively, and fees payable by the Bond Core Plus Fund and the Large Cap Equity Fund attributable to assets of the Balanced Fund

invested therein are assumed to be payable by the Bond Core Plus Fund and the Large Cap Equity Fund, respectively. In addition, the assets of the Global All Cap Equity Fund invested through the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund are reflected under the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund, respectively, and fees payable by the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund attributable to assets of the Global All Cap Equity Fund invested therein are assumed to be payable by the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund, respectively. For the purposes of this table, fees payable by the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund attributable to assets of the Global All Cap Equity Fund are, as respects the Global All Cap Equity Fund, included as Acquired Fund Fees and Expenses.

(2) ~~Investment~~The ~~Advisor~~Trust, ~~fees~~Management ~~are~~and ~~payable~~Administration ~~based~~Fee onis a.089% ~~percentage~~of the assets of ~~daily~~each ~~net~~Fund, ~~assets~~excluding ~~and~~the Retirement Date Funds. The Trust, ~~with~~Management ~~respect~~and toAdministration ~~the~~Fee ~~2050~~for the Retirement Date ~~Fund,~~Funds ~~are~~is ~~based~~.115% onof the assets as of ~~January~~each ~~31,~~such ~~2012~~Fund.

(3) The ~~Trust,~~Other ~~Management~~Fees ~~and~~are ~~Administration Fee is~~ .~~091~~072% of ~~the~~ assets of each such Fund,. ~~excluding~~Other ~~the~~Fees ~~Retirement~~include ~~Date~~the ~~Funds.~~amortization ~~The~~of ~~Trust,~~deductions ~~Management~~ and ~~Administration~~fees ~~Fee~~relating ~~for~~to ~~the~~recurring ~~Retirement~~operational ~~Date~~expenses, ~~Funds~~such isas ~~.115%~~printing, oflegal, ~~the~~registration, ~~assets~~consulting ofand ~~each~~auditing ~~such Fund~~expenses.

(4) ~~Includes~~Each ~~the~~Fund ~~amortization~~invests ofat ~~deductions~~least ~~and~~some ~~fees~~of ~~relating~~its toassets ~~recurring~~through ~~operational~~other ~~expenses~~commingled investment vehicles, ~~such~~including asthose ~~printing,~~maintained ~~legal,~~by ~~registration,~~State ~~consulting~~Street Bank and/or ~~auditing~~short-term ~~expenses.~~cash-equivalent ~~The~~commingled ~~table~~investment ~~does~~vehicles ~~not~~maintained ~~include~~by ~~fees~~Northern ~~for~~Trust ~~the~~Investments ~~Self-Directed~~or ~~Brokerage~~its ~~Account~~affiliates. orAs a result, investors in the ~~Balanced~~Funds ~~Fund~~indirectly bear expenses of those underlying commingled investment funds, including audit, administration and legal fees.

(5) ~~Each~~The ~~Fund~~Global ~~invests~~All atCap ~~least~~Equity ~~some~~Fund ofpays ~~its~~no ~~assets~~Investment ~~through~~Advisor ~~other commingled investment vehicles~~fees, ~~including~~Program ~~those~~Expense ~~maintained~~Fees ~~by State Street Bank and/~~or ~~short-term cash-equivalent commingled investment vehicles maintained by Northern~~ Trust, ~~Investments~~Management orand ~~its~~Administration ~~affiliates~~Fee directly. AsThese ~~a result~~fees, ~~investors~~are inpayable by the ~~Funds~~Large ~~indirectly~~Cap ~~bear~~Equity ~~expenses of those underlying commingled investment funds~~Fund, ~~including~~the ~~audit,~~Small-Mid ~~administration~~Cap ~~and~~Equity ~~legal~~Fund ~~fees. Such acquired fund fees~~ and ~~expenses~~the ~~are~~International ~~based~~All onCap ~~assets~~Equity ofFund ~~and~~through ~~amounts~~which ~~for~~ the Global All Cap Equity Fund invests, ~~the~~are ~~Alternative~~included ~~Alpha~~as ~~Fund~~Acquired ~~and the 2050 Retirement Date~~ Fund asFees ofand ~~January 31, 2012~~Expenses.

(6) The ~~Global~~Alternative ~~All~~Alpha ~~Cap Equity~~ Fund pays no Investment Advisor fees, ~~Program~~directly ~~Expense~~(independent ~~Fees~~of orthe Trust, Management and Administration Fee ~~directly.~~payable ~~These~~to ~~fees~~Northern Trust Investments, aswhich ~~payable~~is byshown ~~the~~under ~~Large~~that ~~Cap~~heading). ~~Equity~~The ~~Fund,~~investment ~~the~~management ~~Small-Mid~~fees ~~Cap~~and ~~Equity~~other ~~Fund~~fees and ~~the~~fees ~~International~~and ~~All~~expenses ~~Cap~~payable ~~Equity~~by ~~Fund~~the ~~through~~commingled ~~which~~investment ~~the~~vehicles ~~Global~~in ~~All~~which ~~Cap~~the ~~Equity~~Alternative Alpha Fund invests, are included as Acquired Fund Fees and Expenses. Also, the Program Expense Fees payable by the Alternative Alpha Fund are reduced by an administrative services fee payable to ING Services in the amount of .10% of the assets allocated by the Alternative Alpha Fund to the AQR Risk Parity Fund.

(7) The Alternative Alpha Fund pays no Investment Advisor fees directly (independent of the Trust, Management and Administration Fee payable to Northern Trust Investments, which is shown under that heading). The investment management fees and other fees and fees and expenses payable by the commingled investment vehicles in which the Alternative Alpha Fund invests are included as Acquired Fund Fees and Expenses. Also, the Program Expense Fees payable by the Alternative Alpha Fund are reduced by an administrative services fee payable to ING Life in the amount of .10% of the assets allocated by the Alternative Alpha Fund to the AQR Risk Parity Fund.

The following table demonstrates how expense ratios may translate into dollar amounts and helps you to compare the cost of investing in the Funds with that of investing in other investment funds. Although your actual costs may be higher or lower, the table shows how much you would pay on an initial investment of $10,000 if estimated operating expenses remain the same, you earn a 5% annual return on your investment in the Fund indicated, and you hold your investment in the Fund for the following periods.

	1 Year		3 Years		5 Years		10 Years
Managed Funds
Stable Asset Return Fund	$	9190	$	~~284~~280	$	~~494~~486	$	~~1097~~1081
Bond Core Plus Fund	$	~~101~~100	$	~~315~~311	$	~~547~~541	$	~~1213~~1199
Large Cap Equity Fund	$	~~106~~104	$	~~330~~325	$	~~572~~563	$	~~1266~~1248
Small-Mid Cap Equity Fund	$	~~124~~123	$	~~387~~383	$	~~670~~663	$	~~1477~~1461
International All Cap Equity Fund	$	~~126~~123	$	~~392~~384	$	~~678~~664	$	~~1493~~1465
Global All Cap Equity Fund	$	116	$	~~361~~363	$	~~625~~629	$	~~1381~~1388
Index Funds
Bond Index Fund	$	8280	$	~~255~~252	$	~~444~~438	$	~~990~~976
Large Cap Index Equity Fund	$	7977	$	~~246~~242	$	~~428~~421	$	~~954~~940
All Cap Index Equity Fund	$	8280	$	~~255~~252	$	~~444~~438	$	~~990~~976
Mid Cap Index Equity Fund	$	8280	$	~~255~~252	$	~~444~~438	$	~~990~~976
Small Cap Index Equity Fund	$	8280	$	~~255~~252	$	~~444~~438	$	~~990~~976
International Index Equity Fund	$	9391	$	~~290~~283	$	~~504~~492	$	~~1120~~1094
Real Asset Return Fund	$	8684	$	~~267~~263	$	~~465~~457	$	~~1035~~1018
Alternative Alpha Fund	$	~~144~~143	$	~~447~~444	$	~~772~~767	$	~~1692~~1682
Retirement Date Funds
Lifetime Income Retirement Date Fund	$	9190	$	~~285~~282	$	~~495~~490	$	~~1101~~1089
2010 Retirement Date Fund	$	9190	$	~~285~~282	$	~~495~~490	$	~~1101~~1089
2020 Retirement Date Fund	$	9190	$	~~285~~282	$	~~495~~490	$	~~1101~~1089
2030 Retirement Date Fund	$	9190	$	~~285~~282	$	~~495~~490	$	~~1101~~1089
2040 Retirement Date Fund	$	9190	$	~~285~~282	$	~~495~~490	$	~~1101~~1089
2050 Retirement Date Fund	$	9190	$	~~285~~282	$	~~495~~490	$	~~1101~~1089
Target Risk Funds
Conservative Risk Fund	$	8281	$	~~256~~253	$	~~445~~440	$	~~992~~980
Moderate Risk Fund	$	8482	$	~~262~~258	$	~~456~~448	$	~~1015~~998
Aggressive Risk Fund	$	8583	$	~~266~~261	$	~~462~~453	$	~~1028~~1010

Transaction costs, such as brokerage fees, commissions and other expenses, attributable to a Participant’s or Employer’s Self-Directed Brokerage Account are charged in accordance with the schedule provided to the Participant and the Employer from time to time. See “Deductions and Fees.”

Each Fund pays transaction costs, such as commissions, when it buys and sells securities (“portfolio turnover”). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect Fund performance. Please refer to “Portfolio Turnover” under the description of each respective Fund ~~(excluding the Global All Cap Equity Fund, the Alternative Alpha Fund and the 2050 Retirement Date Fund)~~ for such Fund’s portfolio turnover rate during the year ended December 31, ~~2011~~2012.

SUMMARY FINANCIAL DATA

The summary financial data set forth below provides information with respect to income, expenses and capital changes for each of the Funds attributable to each Unit outstanding for the periods indicated. The summary financial data for each of the periods ended December 31 have been derived from financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. The summary financial data should be read in conjunction with the financial statements of the Funds, including the related Notes thereto, included in the Collective Trust’s Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012, which is incorporated by reference into this prospectus. See “Where You Can Find More Information.” Per Unit calculations of investment income and expense have been prepared using the ~~monthly~~ monthly average number of Units outstanding during the period.

Managed Funds

Stable Asset Return Fund ~~(a)~~:

	For the year ended December 31,
	2007			2008			2009			2010			2011
	2012			2011			2010			2009			2008
Investment income†	$	10.5981		$	10.4773		$	0.9673		$	0.7396		$	01.7347
Expenses(†)††		(0.18	)		(0.20	)		(0.28	)		(0.30	)		(0.32	)
Expenses†,††		(0.32	)		(0.32	)		(0.30	)		(0.28	)		(0.20	)
Net investment income (loss)		10.4149			10.2741			0.6843			0.4368			01.4127
Net increase (decrease) in unit value		1.41			1.27			0.68			0.43			0.41
Distributions of net investment income		—			—			—			—			—
Net asset value at beginning of year		31.86			33.27			34.54			35.22			35.65
Net increase (decrease) in unit value		0.49			0.41			0.43			0.68			1.27
Net asset value at end of year	$	33.27		$	34.54		$	35.22		$	35.65		$	36.06
Net asset value at beginning of year		36.06			35.65			35.22			34.54			33.27
Ratio of expenses to average net assets††		0.54	%		0.58	%		0.81	%		0.85	%		0.91	%
Net asset value at end of year	$	36.55		$	36.06		$	35.65		$	35.22		$	34.54
Ratio of net investment income (loss) to average net assets		4.35	%		3.73	%		1.95	%		1.22	%		1.14	%
Ratio of expenses to average net assets††		0.89	%		0.91	%		0.85	%		0.81	%		0.58	%
Total return		4.43	%		3.82	%		1.97	%		1.22	%		1.15	%
Ratio of net investment income (loss) to average net assets		1.34	%		1.14	%		1.22	%		1.95	%		3.73	%
Net assets at end of year (in thousands)	$	878,342		$	967,092		$	1,006,993		$	972,289		$	983,174
Total return		1.36	%		1.15	%		1.22	%		1.97	%		3.82	%
Net assets at end of year (in thousands)	$	962,947		$	983,174		$	972,289		$	1,006,993		$	967,092

† Calculations prepared using the daily average number of units outstanding during the ~~year~~period.

†† Expenses includes only those expenses charged directly to the Fund and dodoes not include expenses charged to the collective investment fund in which the Fund ~~invests~~invested a portion of its assets.

Bond Core Plus Fund:

	For the year ended December 31,
	Year ended December 31,
	2007			2008			2009			2010			2011
	2012			2011			2010			2009			2008
Investment income†	$	10.0680		$	10.2188		$	10.1484		$	01.8414		$	01.8821
Expenses(†)††		(0.16	)		(0.18	)		(0.25	)		(0.27	)		(0.27	)
Expenses†,††		(0.28	)		(0.27	)		(0.27	)		(0.25	)		(0.18	)
Net investment income (loss)		0.9052			10.0361			0.8957			0.5789			01.6103
Net realized and unrealized gain (loss)		01.6937			(01.5100	)		10.2195			01.9521			1(0.0051	)
Net increase (decrease) in unit value		1.5989			01.5261			21.1052			12.5210			10.6152
Net asset value at beginning of year		19.88			21.47			21.99			24.09			25.61
Net asset value at beginning of period		27.22			25.61			24.09			21.99			21.47
Net asset value at end of year	$	21.47		$	21.99		$	24.09		$	25.61		$	27.22
Net asset value at end of period	$	29.11		$	27.22		$	25.61		$	24.09		$	21.99
Ratio of expenses to average net assets††		0.8199	%		01.8401	%		1.09	%		1.09	%		10.0184	%
Ratio of net investment income (loss) to average net assets		41.4283	%		42.7334	%		32.8824	%		23.2488	%		24.3473	%
Portfolio turnover†††		~~489~~505	%		~~806~~278	%		1,~~422~~164	%		1,~~164~~422	%		~~278~~806	%
Total return		86.0094	%		26.4229	%		96.5531	%		69.3155	%		62.2942	%
Net assets at end of year (in thousands)	$	484,362		$	398,724		$	386,246		$	379,152		$	373,901
Net assets at end of period (in thousands)	$	382,300		$	373,901		$	379,152		$	386,246		$	398,724

† Calculations prepared using the daily average number of units outstanding during the ~~year~~period.

†† Expenses includes only those expenses charged directly to the Fund and dodoes not include expenses charged to the collective investment fund in which the Fund invests a portion of its assets.

†††	With respect to a portion of the Fund’s assets invested in collective investment funds, portfolio turnover reflects purchases and sales of such collective investment funds, rather than portfolio turnover of the underlying portfolios of such collective investment funds.

Large Cap Equity Fund:

	For the periodJuly 2, 2009 (a) to			For the year ended December 31,
	Year ended December 31,									For the periodJuly 2, 2009(a) toDecember 31, 2009
	December 31, 2009			2010			2011
	2012			2011			2010
Investment income†	$	0.0731		$	0.2025		$	0.2520		$	0.07
Expenses(†)††		(0.07	)		(0.14	)		(0.15	)
Expenses†,††		(0.16	)		(0.15	)		(0.14	)		(0.07	)
Net investment income (loss)		—0.15			0.0610			0.1006			—
Net realized and unrealized gain (loss)		2.1500			~~1.82~~—	(b)		—1.82	~~(b)~~		2.15
Net increase (decrease) in unit value		2.15			10.8810			1.1088			2.15
Net asset value at beginning of period		1014.0013			1214.1503			1412.0315			10.00
Net asset value at end of period	$	1216.1528		$	14.0313		$	14.1303		$	12.15
Ratio of expenses to average net assets*††		1.17	%		1.08	%		1.05	%
Ratio of expenses to average net assets*,††		1.03	%		1.05	%		1.08	%		1.17	%
Ratio of net investment income (loss) to average net assets*		0.1192	%		0.5472	%		0.7254	%		0.11	%
Portfolio turnover**†††		68	%		118	%		55	%
Portfolio turnover**,†††		41	%		55	%		118	%		68	%
Total return**		2115.5022	%		150.4771	%		015.7147	%		21.50	%
Net assets at end of period (in thousands)	$	~~811~~725,~~636~~883		$	~~806~~707,936		$	~~707~~806,936		$	811,636

(a)	Commencement of operations.

(b)	Amounts less than $0.005 per unit are rounded to zero.

† Calculations prepared using the daily average number of units outstanding during the period.

†† Expenses includes only those expenses charged directly to the Fund and do not include expenses charged to the collective investment funds in which the Fund invests.

††† With respect to the portion of the Fund’s assets invested in collective investment funds, portfolio turnover reflects purchases and sales by the Fund of units of such collective investment funds, rather than portfolio turnover of the underlying portfolios of such collective investment funds.

*	Annualized for periods less than one year.

**	Not annualized for periods less than one year.

†	Calculations prepared using the daily average number of units outstanding during the period.

††	Expenses include on those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests.

†††	With respect to the portion of the Fund’s assets invested in collective investment funds, portfolio turnover reflects purchases and sales by the Fund of units of such collective investment funds, rather than portfolio turnover of the underlying portfolios of such collective investment funds.

Small-Mid Cap Equity Fund:

	For the periodJuly 2, 2009(a) to			For the year ended December 31,
	Year ended December 31,									For the periodJuly 2, 2009(a) toDecember 31, 2009
	December 31, 2009			2010			2011
	2012			2011			2010
Investment income†	$	0.1131		$	0.2223		$	0.2322		$	0.11
Expenses(†)††		(0.09	)		(0.19	)		(0.21	)
Expenses†,††		(0.21	)		(0.21	)		(0.19	)		(0.09	)
Net investment income (loss)		0.0210			0.0302			0.0203			0.02
Net realized and unrealized gain (loss)		2.3000			3(0.2159	)		(03.5921	)		2.30
Net increase (decrease) in unit value		2.3210			3(0.2457	)		(03.5724	)		2.32
Net asset value at beginning of period		1115.0099			1316.3256			1613.5632			11.00
Net asset value at end of period	$	1318.3209		$	1615.5699		$	1516.9956		$	13.32
Ratio of expenses to average net assets*††		1.44	%		1.29	%		1.25	%
Ratio of expenses to average net assets*,††		1.22	%		1.25	%		1.29	%		1.44	%
Ratio of net investment income (loss) to average net assets*		0.2954	%		0.2313	%		0.1323	%		0.29	%
Portfolio turnover**†††		61	%		104	%		116	%
Portfolio turnover**,†††		63	%		116	%		104	%		61	%
Total return**		2113.0913	%		24(3.3244	)%		(324.4432	)%		21.09	%
Net assets at end of period (in thousands)	$	~~283~~260,~~199~~122		$	~~309~~260,~~651~~256		$	~~260~~309,~~256~~651		$	283,199

(a)	Commencement of operations.

* Annualized for the periods less than one year.

** Not annualized for the periods less than one year.

†	Calculations prepared using the daily average number of units outstanding during the period.

†† Expenses includes only those expenses charged directly to the Fund and ~~does~~do not include expenses charged to the collective investment funds in which the Fund invests.

†††	With respect to the portion of the Fund’s assets invested in collective investment funds, portfolio turnover reflects purchases and sales by the Fund of units of such collective investment funds, rather than portfolio turnover of the underlying portfolios of such collective investment funds.

International All Cap Equity Fund~~(a)~~:

	For the year ended December 31,
	Year ended December 31,
	2007			2008			2009			2010			2011
	2012			2011			2010			2009			2008
Investment income†	$	10.0680		$	10.2782		$	0.6667		$	0.6766		$	01.8227
Expenses(†)††		(0.36	)		(0.31	)		(0.29	)		(0.32	)		(0.34	)
Expenses†,††		(0.32	)		(0.34	)		(0.32	)		(0.29	)		(0.31	)
Net investment income (loss)		0.7048			0.9648			0.3735			0.3537			0.4896
Net realized and unrealized gain (loss)		23.0786			(163.4537	)		62.1004			26.0410			(316.3745	)
Net increase (decrease) in unit value		24.7734			(152.4989	)		62.4739			26.3947			(215.8949	)
Net asset value at beginning of year		31.16			33.93			18.44			24.91			27.30
Net asset value at beginning of period		24.41			27.30			24.91			18.44			33.93
Net asset value at end of year	$	33.93		$	18.44		$	24.91		$	27.30		$	24.41
Net asset value at end of period	$	28.75		$	24.41		$	27.30		$	24.91		$	18.44
Ratio of expenses to average net assets††		1.0822	%		1.1327	%		1.3729	%		1.2937	%		1.2713	%
Ratio of net investment income (loss) to average net assets		21.1283	%		31.4578	%		1.7742	%		1.4277	%		13.7845	%
Portfolio turnover†††		30101	%		3345	%		~~160~~102	%		~~102~~160	%		4533	%
Total return		817.8978	%		(4510.6559	)%		359.0959	%		935.5909	%		(1045.5965	)%
Net assets at end of year (in thousands)	$	309,162		$	133,960		$	165,528		$	172,073		$	141,052
Net assets at end of period (in thousands)	$	150,194		$	141,052		$	172,073		$	165,528		$	133,960

†	Calculations prepared using the daily average number of units outstanding during the year.

†† Expenses includes only those expenses charged directly to the Fund and dodoes not include expenses charged to the collective investment fund in which the Fund invests a portion of its assets.

†††	With respect to the portion of the Fund’s assets invested in collective investment funds, portfolio turnover reflects purchases and sales by the Fund of units of such collective investment funds, rather than portfolio turnover of the underlying portfolios of such collective investment funds.

Global All Cap Equity Fund:


	For the period January 17, 2012(a) to December 31, 2012
Investment income†,(b)	$	—
Net realized and unrealized gain (loss)		2.15

Net increase (decrease) in unit value		2.15
Net asset value at beginning of period		15.00

Net asset value at end of period	$	17.15

Ratio of expenses to average net assets*,†		0.00	%
Ratio of net investment income (loss) to average net assets(c),(d),*		—
Portfolio turnover**		20	%
Total return**		14.33	%

Net assets at end of period (in thousands)	$	2,015

(a)	Commencement of operations.

(b)	Amounts less than $0.005 per unit are rounded to zero.

(c)	Does not reflect net investment income from the portion of the Fund invested in the International All Cap Equity Fund, Large Cap Equity Fund, and Small-Mid Cap Equity Fund which retain all net investment income and make no distributions.

(d)	Amounts less than 0.005% are rounded to zero.

*	Annualized.

**	Not annualized.

†

Expenses include only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds, including International All Cap Equity Fund, Large Cap Equity Fund and Small-Mid Cap Equity Fund in which the Fund invests a portion of its assets. The estimated acquired fund fees which are incurred directly by the underlying fund were 1.142% and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

Index Funds

Bond Index Fund:

				For the year ended December 31,
	Year ended December 31,									For the periodFebruary 3, 2009(a) toDecember 31, 2009
	For the periodFebruary 3, 2009(a) toDecember 31, 2009			2010			2011
	2012			2011			2010
Investment income†	$	—		$	—		$	—		$	—
Expenses(†)††		(0.09	)		(0.10	)		(0.10	)
Expenses†,††		(0.11	)		(0.10	)		(0.10	)		(0.09	)
Net investment income (loss)		(0.0911	)		(0.10	)		(0.10	)		(0.09	)
Net realized and unrealized gain (loss)		0.7455			0.7796			(0.9677	)		0.74
Net increase (decrease) in unit value		0.6544			0.6786			(0.8667	)		0.65
Net asset value at beginning of period		1113.0018			1112.6532			1211.3265			11.00
Net asset value at end of period	$	1113.6562		$	1213.3218		$	1312.1832		$	11.65
Ratio of expenses to average net assets*††		0.88	%		0.85	%		0.79	%
Ratio of expenses to average net assets*,††		0.78	%		0.79	%		0.85	%		0.88	%
Ratio of net investment income (loss) to average net assets*		(0.8878	)%		(0.8579	)%		(0.7985	)%		(0.88	)%
Portfolio turnover**†††		158	%		16	%		12	%
Portfolio turnover**,†††		15	%		12	%		16	%		158	%
Total return**		53.9134	%		56.7598	%		65.9875	%		5.91	%
Net assets at end of period (in thousands)	$	35100,~~769~~317		$	5682,~~399~~386		$	8256,~~326~~399		$	35,769

(a)	Commencement of operations.

* Annualized for the periods less than one year.

** Not annualized for the periods less than one year.

†	Calculations prepared using the daily average number of units outstanding during the period.

†† Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.020% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

††† Portfolio turnover reflects purchases and sales byof the Fund’s ofassets ~~units~~invested ofin ~~the~~a collective investment fund ~~in which the Fund invests its assets~~, rather than portfolio turnover of the underlying portfolio of such collective investment fund.

2526

Large Cap Index Equity Fund:

	For the periodFebruary 9, 2009(a) toDecember 31, 2009			For the yearendedDecember 31,2010			For the yearendedDecember 31,2011
	Year ended December 31,									For the periodFebruary 9, 2009(a) toDecember 31, 2009
Investment income†	$	—		$	—		$	—
	2012			2011			2010
Expenses(†)††		(0.11	)		(0.13	)		(0.14	)
Investment income†	$	—	(b)	$	—		$	—		$	—
Net investment income (loss)		(0.11	)		(0.13	)		(0.14	)
Expenses†,††		(0.15	)		(0.14	)		(0.13	)		(0.11	)
Net realized and unrealized gain (loss)		3.79			2.35			0.38
Net investment income (loss)		(0.15	)		(0.14	)		(0.13	)		(0.11	)
Net increase (decrease) in unit value		3.68			2.22			0.24
Net realized and unrealized gain (loss)		2.90			.38			2.35			3.79
Net asset value at beginning of period		12.00			15.68			17.90
Net increase (decrease) in unit value		2.75			0.24			2.22			3.68
Net asset value at end of period	$	15.68		$	17.90		$	18.14
Net asset value at beginning of period		18.14			17.90			15.68			12.00
Ratio of expenses to average net assets*††		0.87	%		0.81	%		0.78	%
Net asset value at end of period	$	20.89		$	18.14		$	17.90		$	15.68
Ratio of net investment income (loss) to average net assets*		(0.87	)%		(0.81	)%		(0.78	)%
Ratio of expenses to average net assets*,††		0.76	%		0.78	%		0.81	%		0.87	%
Portfolio turnover**†††		159	%		23	%		21	%
Ratio of net investment income (loss) to average net assets*		(0.76	)%		(0.78	)%		(0.81	)%		(0.87	)%
Total return**		30.67	%		14.16	%		1.34	%
Portfolio turnover**,†††		9	%		21	%		23	%		159	%
Net assets at end of period (in thousands)	$	34,242		$	55,091		$	67,975
Total return**		15.16	%		1.34	%		14.16	%		30.67	%
Net assets at end of period (in thousands)	$	104,387		$	67,975		$	55,091		$	34,242

(a)	Commencement of operations.

*(b) ~~Annualized~~Amounts ~~for periods~~ less than ~~one~~$0.005 ~~year~~per unit are rounded to zero.

** ~~Not~~Annualized ~~annualized~~ for the periods less than one year.

**	Not annualized for the periods less than one year.

†	Calculations prepared using the daily average number of units outstanding during the period.

†† Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.010% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

2627

All Cap Index Equity Fund:

	For the year ended December 31,
	Year ended December 31,
	2007			2008			2009			2010			2011
	2012			2011			2010			2009			2008
Investment income†	$	~~0.01~~—		$	~~0.03~~—		$	~~0.03~~—		$	—0.03		$	—0.03
Expenses(†)††		(0.21	)		(0.18	)		(0.22	)		(0.27	)		(0.29	)
Expenses†,††		(0.31	)		(0.29	)		(0.27	)		(0.22	)		(0.18	)
Net investment income (loss)		(0.2031	)		(0.1529	)		(0.1927	)		(0.2719	)		(0.2915	)
Net realized and unrealized gain (loss)		15.9384			~~(14~~0.4442	)		65.9321			56.2193			0(14.4244	)
Net increase (decrease) in unit value		15.7353			~~(14~~0.5913	)		64.7494			46.9474			0(14.1359	)
Net asset value at beginning of year		36.72			38.45			23.86			30.60			35.54
Net asset value at beginning of period		35.67			35.54			30.60			23.86			38.45
Net asset value at end of year	$	38.45		$	23.86		$	30.60		$	35.54		$	35.67
Net asset value at end of period	$	41.20		$	35.67		$	35.54		$	30.60		$	23.86
Ratio of expenses to average net assets††		0.5478	%		0.5682	%		0.8785	%		0.8587	%		0.8256	%
Ratio of net investment income (loss) to average net assets		(0.5278	)%		(0.4782	)%		(0.7685	)%		(0.8576	)%		(0.8247	)%
Portfolio turnover†††		63	%		34	%		~~153~~71	%		71153	%		43	%
Total return		415.7150	%		~~(37~~0.9537	)%		2816.2514	%		1628.1425	%		0.(37.95	)%
Net assets at end of year (in thousands)	$	438,803		$	221,260		$	266,484		$	293,142		$	266,476
Net assets at end of period (in thousands)	$	285,415		$	266,476		$	293,142		$	266,484		$	221,260

†	Calculations prepared using the daily average number of units outstanding during the year.

††† Portfolio turnover reflects purchases and sales byof the Fund’s ofassets ~~units~~invested ofin ~~the~~a collective investment ~~funds~~fund, ~~in which the Fund invests its assets~~ rather than ~~the~~portfolio turnover of the underlying ~~portfolios~~portfolio of such collective investment ~~funds~~fund.

2728

Mid Cap Index Equity Fund:

	For the period February 3, 2009(a) to			For the year ended December 31,
	Year ended December 31,									For the periodFebruary 3, 2009(a) toDecember 31, 2009
	December 31, 2009			2010			2011
	2012			2011			2010
Investment income†	$	—		$	—		$	—		$	—
Expenses(†)††		(0.15	)		(0.18	)		(0.20	)
Expenses†,††		(0.21	)		(0.20	)		(0.18	)		(0.15	)
Net investment income (loss)		(0.1521	)		(0.1820	)		(0.2018	)		(0.15	)
Net realized and unrealized gain (loss)		64.8130			5(0.2142	)		(05.4221	)		6.81
Net increase (decrease) in unit value		64.6609			5(0.0362	)		(05.6203	)		6.66
Net asset value at beginning of period		1324.0007			1924.6669			2419.6966			13.00
Net asset value at end of period	$	1928.6616		$	24.6907		$	24.0769		$	19.66
Ratio of expenses to average net assets*		0.91	%		0.84	%		0.81	%
Ratio of expenses to average net assets*,††		0.78	%		0.81	%		0.84	%		0.91	%
Ratio of net investment income (loss) to average net assets*††		(0.91	)%		(0.84	)%		(0.81	)%
Ratio of net investment income (loss) to average net assets*		(0.78	)%		(0.81	)%		(0.84	)%		(0.91	)%
Portfolio turnover**†††		165	%		22	%		22	%
Portfolio turnover**,†††		14	%		22	%		22	%		165	%
Total return**		5116.2399	%		25(2.5851	)%		(225.5158	)%		51.23	%
Net assets at end of period (in thousands)	$	2576,~~311~~081		$	4457,~~348~~815		$	5744,~~815~~348		$	25,311

(a)	Commencement of operations.

* Annualized for the periods less than one year.

** Not annualized for the periods less than one year.

†	Calculations prepared using the daily average number of units outstanding during the period.

†††	Portfolio turnover reflects purchases and sales by the Fund of units of the collective investment fund in which the Fund invests its assets, rather than portfolio turnover of the underlying portfolio of such collective investment fund.

2829

Small Cap Index Equity Fund:

	For the periodFebruary 3, 2009(a) to			For the year ended December 31,
	Year ended December 31,									For the periodFebruary 3, 2009(a) toDecember 31, 2009
	December 31, 2009			2010			2011
	2012			2011			2010
Investment income†	$	—		$	—		$	—		$	—
Expenses(†)††		(0.16	)		(0.19	)		(0.21	)
Expenses†,††		(0.21	)		(0.21	)		(0.19	)		(0.16	)
Net investment income (loss)		(0.1621	)		(0.1921	)		(0.2119	)		(0.16	)
Net realized and unrealized gain (loss)		64.8302			5(1.5007	)		(15.0750	)		6.83
Net increase (decrease) in unit value		63.6781			5(1.3128	)		(15.2831	)		6.67
Net asset value at beginning of period		1424.0070			2025.6798			2520.9867			14.00
Net asset value at end of period	$	2028.6751		$	2524.9870		$	2425.7098		$	20.67
Ratio of expenses to average net assets*††		0.90	%		0.84	%		0.81	%
Ratio of expenses to average net assets*,††		0.78	%		0.81	%		0.84	%		0.90	%
Ratio of net investment income (loss) to average net assets*		(0.9078	)%		(0.8481	)%		(0.8184	)%		(0.90	)%
Portfolio turnover**†††		192	%		33	%		32	%
Portfolio turnover**,†††		23	%		32	%		33	%		192	%
Total return**		4715.6443	%		25(4.6993	)%		(425.9369	)%		47.64	%
Net assets at end of period (in thousands)	$	1541,~~508~~989		$	2631,~~796~~760		$	3126,~~760~~796		$	15,508

(a)	Commencement of operations.

* Annualized for the periods less than one year.

** Not annualized for the periods less than one year.

†	Calculations prepared using the daily average number of units outstanding during the period.

2930

International Index Equity Fund:

	For the periodMarch 3, 2009(a) to			For the year ended December 31,
	Year ended December 31,									For the periodMarch 3, 2009(a) toDecember 31, 2009
	December 31, 2009			2010			2011
	2012			2011			2010
Investment income†	$	—		$	—		$	—		$	—
Expenses(†)††		(0.20	)		(0.23	)		(0.25	)
Expenses†,††		(0.23	)		(0.25	)		(0.23	)		(0.20	)
Net investment income (loss)		(0.2023	)		(0.2325	)		(0.2523	)		(0.20	)
Net realized and unrealized gain (loss)		114.4844			2(3.89	)		(32.89	)		11.48
Net increase (decrease) in unit value		114.2821			2(4.6614	)		(42.1466	)		11.28
Net asset value at beginning of period		1524.0080			~~26.~~28.94			2826.9428			15.00
Net asset value at end of period	$	2629.2801		$	2824.9480		$	2428.8094		$	26.28
Ratio of expenses to average net assets*††		0.96	%		0.90	%		0.89	%
Ratio of expenses to average net assets*,††		0.86	%		0.89	%		0.90	%		0.96	%
Ratio of net investment income (loss) to average net assets*		(0.9686	)%		(0.9089	)%		(0.8990	)%		(0.96	)%
Portfolio turnover**†††		147	%		12	%		10	%
Portfolio turnover**,†††		8	%		10	%		12	%		147	%
Total return**		7516.2098	%		10(14.1231	)%		~~(14~~10.3112	)%		75.20	%
Net assets at end of period (in thousands)	$	2467,~~346~~731		$	4447,~~141~~981		$	4744,~~981~~141		$	24,346

(a)	Commencement of operations.

* Annualized for the periods less than one year.

** Not annualized for the periods less than one year.

†	Calculations prepared using the daily average number of units outstanding during the period.

†† Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.040%, 0.050% and 0.050% for 2012, 2011 and 2010, respectively, and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

3031

Real Asset Return Fund

Real Asset Return Fund:

	For the periodJuly 7, 2009(a) to			For the year ended December 31,
	Year ended December 31,									For the periodJuly 7, 2009(a) toDecember 31, 2009
	December 31, 2009			2010			2011
	2012			2011			2010
Investment income†	$	—		$	—		$	—		$	—
Expenses(†)††		(0.06	)		(0.14	)		(0.14	)
Expenses†,††		(0.15	)		(0.14	)		(0.14	)		(0.06	)
Net investment income (loss)		(0.0615	)		(0.14	)		(0.14	)		(0.06	)
Net realized and unrealized gain (loss)		21.5731			20.2599			02.9925			2.57
Net increase (decrease) in unit value		21.5116			20.1185			02.8511			2.51
Net asset value at beginning of period		1217.0047			1416.5162			1614.6251			12.00
Net asset value at end of period	$	1418.5163		$	1617.6247		$	1716.4762		$	14.51
Ratio of expenses to average net assets*††		0.95	%		0.88	%		0.83	%
Ratio of expenses to average net assets*,††		0.82	%		0.83	%		0.88	%		0.95	%
Ratio of net investment income (loss) to average net assets*		(0.9582	)%		(0.8883	)%		(0.8388	)%		(0.95	)%
Portfolio turnover**†††		14	%		39	%		43	%
Portfolio turnover**,†††		18	%		43	%		39	%		14	%
Total return**		206.9264	%		145.5411	%		514.1154	%		20.92	%
Net assets at end of period (in thousands)	$	531,~~371~~516		$	1221,~~789~~793		$	2112,~~793~~789		$	5,371

(a)	Commencement of operations.

*	Annualized for the periods less than one year.

**	Not annualized for the periods less than one year.

†	Calculations prepared using the daily average number of units outstanding during the period.

††

Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.018%, 0.020% and 0.020% for 2012, 2011 and 2010, respectively, and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

†††	Portfolio turnover reflects purchases and sales of the Fund’s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund.

Alternative Alpha Fund

Alternative Alpha Fund:


	For the period January 17, 2012(a) to December 31, 2012
Investment income†	$	0.20
Expenses†,††		(0.07	)

Net investment income (loss)		0.13
Net realized and unrealized gain (loss)		0.63

Net increase (decrease) in unit value		0.76
Net asset value at beginning of period		10.00

Net asset value at end of period	$	10.76

Ratio of expenses to average net assets*,††		0.71	%
Ratio of net investment income (loss) to average net assets*		1.31	%
Portfolio turnover**,†††		28	%
Total return**		7.60	%

Net assets at end of period (in thousands)	$	1,172

(a)	Commencement of operations.

*	Annualized for periods less than one year.

**	Not annualized for periods less than one year.

†	Calculations prepared using the daily average number of units outstanding during the period.

†† Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.~~020~~714% for ~~2011~~the ~~and~~period ~~2010~~from inception to December 31, 2012 and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

††† Portfolio turnover reflects purchases and sales byof the Fund’s ofassets ~~units~~invested ofin ~~the~~a collective investment ~~funds in which the Fund invests~~fund, rather than portfolio turnover of the underlying portfolio of such collective investment ~~funds~~fund.

3133

Retirement Date Funds

Lifetime Income Retirement Date Fund:

	For the year ended December 31,
	Year ended December 31,
	2007			2008			2009			2010			2011
	2012			2011			2010			2009			2008
Investment income†	$	—		$	—		$	—		$	—		$	—
Expenses(†)††		(0.07	)		(0.07	)		(0.09	)		(0.10	)		(0.11	)
Expenses†,††		(0.11	)		(0.11	)		(0.10	)		(0.09	)		(0.07	)
Net investment income (loss)		(0.0711	)		(0.0711	)		(0.0910	)		(0.1009	)		(0.1107	)
Net realized and unrealized gain (loss)		01.6720			(10.5157	)		1.5107			1.0751			0(1.5751	)
Net increase (decrease) in unit value		01.6009			(10.5846	)		10.4297			01.9742			0(1.4658	)
Net asset value at beginning of year		10.50			11.10			9.52			10.94			11.91
Net asset value at beginning of period		12.37			11.91			10.94			9.52			11.10
Net asset value at end of year	$	11.10		$	9.52		$	10.94		$	11.91		$	12.37
Net asset value at end of period	$	13.46		$	12.37		$	11.91		$	10.94		$	9.52
Ratio of expenses to average net assets††		0.6487	%		0.6789	%		0.92	%		0.92	%		0.8967	%
Ratio of net investment income (loss) to average net assets		(0.6487	)%		(0.6789	)%		(0.92	)%		(0.92	)%		(0.8967	)%
Portfolio turnover†††		219	%		3321	%		5491	%		9154	%		2133	%
Total return		58.7181	%		~~(14~~3.2386	)%		148.9287	%		814.8792	%		3(14.8623	)%
Net assets at end of year (in thousands)	$	18,606		$	27,462		$	28,934		$	35,505		$	35,563
Net assets at end of period (in thousands)	$	47,288		$	35,563		$	35,505		$	28,934		$	27,462

†	Calculations prepared using the daily average number of units outstanding during the year.

†† Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.030% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

†††	Portfolio turnover reflects purchases and sales of the Fund’s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund.

3234

2010 Retirement Date Fund:

	For the year ended December 31,
	Year ended December 31,
	2007			2008			2009			2010			2011
	2012			2011			2010			2009			2008
Investment income†	$	—		$	—		$	—		$	—		$	—
Expenses(†)††		(0.08	)		(0.08	)		(0.11	)		(0.12	)		(0.13	)
Expenses†,††		(0.14	)		(0.13	)		(0.12	)		(0.11	)		(0.08	)
Net investment income (loss)		(0.0814	)		(0.0813	)		(0.1112	)		(0.1211	)		(0.1308	)
Net realized and unrealized gain (loss)		01.8868			(20.5199	)		1.8861			1.6188			0(2.9951	)
Net increase (decrease) in unit value		01.8054			(20.5986	)		1.7749			1.4977			0(2.8659	)
Net asset value at beginning of year		12.77			13.57			10.98			12.75			14.24
Net asset value at beginning of period		15.10			14.24			12.75			10.98			13.57
Net asset value at end of year	$	13.57		$	10.98		$	12.75		$	14.24		$	15.10
Net asset value at end of period	$	16.64		$	15.10		$	14.24		$	12.75		$	10.98
Ratio of expenses to average net assets††		0.6387	%		0.6790	%		0.92	%		0.92	%		0.9067	%
Ratio of net investment income (loss) to average net assets		(0.6387	)%		(0.6790	)%		(0.92	)%		(0.92	)%		(0.9067	)%
Portfolio turnover†††		1817	%		2718	%		5696	%		9656	%		1827	%
Total return		610.2620	%		~~(19~~6.0904	)%		1611.1269	%		1116.6912	%		6(19.0409	)%
Net assets at end of year (in thousands)	$	38,099		$	49,186		$	61,971		$	69,429		$	63,694
Net assets at end of period (in thousands)	$	82,908		$	63,694		$	69,429		$	61,971		$	49,186

†	Calculations prepared using the daily average number of units outstanding during the year.

†† Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.030% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

†††	Portfolio turnover reflects purchases and sales of the Fund’s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund.

3335

2020 Retirement Date Fund:

	For the year ended December 31,
	Year ended December 31,
	2007			2008			2009			2010			2011
	2012			2011			2010			2009			2008
Investment income†	$	—		$	—		$	—		$	—		$	—
Expenses(†)††		(0.10	)		(0.10	)		(0.12	)		(0.14	)		(0.15	)
Expenses†,††		(0.16	)		(0.15	)		(0.14	)		(0.12	)		(0.10	)
Net investment income (loss)		(0.1016	)		(0.1015	)		(0.1214	)		(0.1412	)		(0.1510	)
Net realized and unrealized gain (loss)		12.1641			(40.3799	)		2.6617			2.1766			0(4.9937	)
Net increase (decrease) in unit value		12.0625			(40.4784	)		2.5403			2.0354			0(4.8447	)
Net asset value at beginning of year		15.32			16.38			11.91			14.45			16.48
Net asset value at beginning of period		17.32			16.48			14.45			11.91			16.38
Net asset value at end of year	$	16.38		$	11.91		$	14.45		$	16.48		$	17.32
Net asset value at end of period	$	19.57		$	17.32		$	16.48		$	14.45		$	11.91
Ratio of expenses to average net assets††		0.6387	%		0.6789	%		0.9291	%		0.9192	%		0.8967	%
Ratio of net investment income (loss) to average net assets		(0.6387	)%		(0.6789	)%		(0.9291	)%		(0.9192	)%		(0.8967	)%
Portfolio turnover†††		208	%		1714	%		5186	%		8651	%		1417	%
Total return		612.9299	%		~~(27~~5.2910	)%		2114.3305	%		1421.0533	%		5(27.1029	)%
Net assets at end of year (in thousands)	$	49,077		$	74,855		$	106,568		$	135,704		$	155,759
Net assets at end of period (in thousands)	$	206,880		$	155,759		$	135,704		$	106,568		$	74,855

†	Calculations prepared using the daily average number of units outstanding during the year.

†† Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.030% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

†††	Portfolio turnover reflects purchases and sales of the Fund’s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund.

3436

2030 Retirement Date Fund:

	For the year ended December 31,
	Year ended December 31,
	2007			2008			2009			2010			2011
	2012			2011			2010			2009			2008
Investment income†	$	—		$	—		$	—		$	—		$	—
Expenses(†)††		(0.12	)		(0.11	)		(0.13	)		(0.15	)		(0.17	)
Expenses†,††		(0.18	)		(0.17	)		(0.15	)		(0.13	)		(0.11	)
Net investment income (loss)		(0.1218	)		(0.1117	)		(0.1315	)		(0.1513	)		(0.1711	)
Net realized and unrealized gain (loss)		12.3885			(60.1268	)		32.3757			23.5737			0(6.6812	)
Net increase (decrease) in unit value		12.2667			(60.2351	)		32.2442			23.4224			0(6.5123	)
Net asset value at beginning of year		17.76			19.02			12.79			16.03			18.45
Net asset value at beginning of period		18.96			18.45			16.03			12.79			19.02
Net asset value at end of year	$	19.02		$	12.79		$	16.03		$	18.45		$	18.96
Net asset value at end of period	$	21.63		$	18.96		$	18.45		$	16.03		$	12.79
Ratio of expenses to average net assets††		0.6387	%		0.6789	%		0.9291	%		0.9192	%		0.8967	%
Ratio of net investment income (loss) to average net assets		(0.6387	)%		(0.6789	)%		(0.9291	)%		(0.9192	)%		(0.8967	)%
Portfolio turnover†††		76	%		15	%		4879	%		7948	%		15	%
Total return		714.0908	%		~~(32~~2.7576	)%		2515.3310	%		1525.1033	%		2(32.7675	)%
Net assets at end of year (in thousands)	$	44,407		$	51,242		$	77,025		$	108,395		$	115,374
Net assets at end of period (in thousands)	$	156,156		$	115,374		$	108,395		$	77,025		$	51,242

†	Calculations prepared using the daily average number of units outstanding during the year.

†† Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.030% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

†††	Portfolio turnover reflects purchases and sales of the Fund’s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund.

3537

2040 Retirement Date Fund:

	For the year ended December 31,
	Year ended December 31,
	2007			2008			2009			2010			2011
	2012			2011			2010			2009			2008
Investment income†	$	—		$	—		$	—		$	—		$	—
Expenses(†)††		(0.13	)		(0.12	)		(0.14	)		(0.17	)		(0.19	)
Expenses†,††		(0.19	)		(0.19	)		(0.17	)		(0.14	)		(0.12	)
Net investment income (loss)		(0.1319	)		(0.1219	)		(0.1417	)		(0.1714	)		(0.1912	)
Net realized and unrealized gain (loss)		13.6228			(70.4504	)		42.0693			24.9306			0(7.0445	)
Net increase (decrease) in unit value		13.4909			(70.5715	)		32.9276			23.7692			(07.1557	)
Net asset value at beginning of year		19.99			21.48			13.91			17.83			20.59
Net asset value at beginning of period		20.44			20.59			17.83			13.91			21.48
Net asset value at end of year	$	21.48		$	13.91		$	17.83		$	20.59		$	20.44
Net asset value at end of period	$	23.53		$	20.44		$	20.59		$	17.83		$	13.91
Ratio of expenses to average net assets††		0.6386	%		0.6789	%		0.9291	%		0.9192	%		0.8967	%
Ratio of net investment income (loss) to average net assets		(0.6386	)%		(0.6789	)%		(0.9291	)%		(0.9192	)%		(0.8967	)%
Portfolio turnover†††		148	%		148	%		5081	%		8150	%		814	%
Total return		715.4512	%		(350.2473	)%		2815.1848	%		1528.4818	%		(35.7324	)%
Net assets at end of year (in thousands)	$	28,871		$	31,314		$	49,613		$	69,945		$	75,286
Net assets at end of period (in thousands)	$	100,851		$	75,286		$	69,945		$	49,613		$	31,314

†	Calculations prepared using the daily average number of units outstanding during the year.

†† Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.030% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

†††	Portfolio turnover reflects purchases and sales of the Fund’s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund.

3638

2050 Retirement Date Fund:


	For the period January 17, 2012(a) to December 31, 2012
Investment income†	$	—
Expenses†,††		(0.18	)

Net investment income (loss)		(0.18	)
Net realized and unrealized gain (loss)		2.60

Net increase (decrease) in unit value		2.42
Net asset value at beginning of period		20.00

Net asset value at end of period	$	22.42

Ratio of expenses to average net assets*,††		0.87	%
Ratio of net investment income (loss) to average net assets*		(0.87	)%
Portfolio turnover**,†††		53	%
Total return**		12.10	%

Net assets at end of period (in thousands)	$	1,502

(a)	Commencement of operations.

*	Annualized.

**	Not annualized.

†	Calculations prepared using the daily average number of units outstanding during the period.

††

Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.030% for the period from inception to December 31, 2012 and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

†††	Portfolio turnover reflects purchases and sales of the Fund’s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund.

Target Risk Funds

Conservative Risk Fund:

	For the periodJuly 7, 2009(a) to			For the year ended December 31,
	Year ended December 31,									For the periodJuly 7, 2009(a) toDecember 31, 2009
	December 31, 2009			2010			2011
	2012			2011			2010
Investment income†	$	—	(b)	$	—	(b)	$	—	(b)
Investment income†, (b)	$	—		$	—		$	—		$	—
Expenses(†)††		(0.06	)		(0.13	)		(0.13	)
Expenses†,††		(0.13	)		(0.13	)		(0.13	)		(0.06	)
Net investment income (loss)		(0.0613	)		(0.13	)		(0.13	)		(0.06	)
Net realized and unrealized gain (loss)		1.4526			10.3893			01.9338			1.45
Net increase (decrease) in unit value		1.3913			10.2580			01.8025			1.39
Net asset value at beginning of period		1316.0044			1415.3964			1514.6439			13.00
Net asset value at end of period	$	1417.3957		$	1516.6444		$	1615.4464		$	14.39
Ratio of expenses to average net assets*††		0.92	%		0.84	%		0.80	%
Ratio of expenses to average net assets*,††		0.79	%		0.80	%		0.84	%		0.92	%
Ratio of net investment income (loss) to average net assets*		(0.9078	)%		(0.8380	)%		(0.8083	)%		(0.90	)%
Portfolio turnover**†††		5	%		35	%		55	%
Portfolio turnover**,†††		30	%		55	%		35	%		5	%
Total return**		106.6987	%		85.6912	%		58.1269	%		10.69	%
Net assets at end of period (in thousands)	$	537,~~643~~003		$	1624,~~254~~760		$	2416,~~760~~254		$	5,643

(a)	Commencement of operations.

(b)	Amounts less than $0.005 per unit are rounded to zero.

*	Annualized for periods less than one year.

** Not annualized for periods less than one year.

†	Calculations prepared using the daily average number of units outstanding during the period.

†† Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.022%, 0.020% and 0.030% for 2012, 2011 and 2010, respectively, and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

††† Portfolio turnover reflects purchases and sales byof the Fund’s ofassets ~~units~~invested ofin ~~such~~a collective investment ~~funds~~fund, rather than portfolio turnover of the underlying ~~portfolios~~portfolio of such collective investment ~~funds~~fund.

3740

Moderate Risk Fund:

	For the periodJuly 7, 2009(a) to			For the year ended December 31,
	Year ended December 31,									For the periodJuly 7, 2009(a) toDecember 31, 2009
	December 31, 2009			2010			2011
	2012			2011			2010
Investment income†	$	—	(b)	$	—	(b)	$	—	(b)
Investment income†, (b)	$	—		$	—		$	—		$	—
Expenses(†),††		(0.07	)		(0.15	)		(0.15	)
Expenses†,††		(0.16	)		(0.15	)		(0.15	)		(0.07	)
Net investment income (loss)		(0.0716	)		(0.15	)		(0.15	)		(0.07	)
Net realized and unrealized gain (loss)		2.5009			20.0628			2.2806			2.50
Net increase (decrease) in unit value		21.4393			10.9113			01.1391			2.43
Net asset value at beginning of period		1418.0047			1618.4334			1816.3443			14.00
Net asset value at end of period	$	1620.4340		$	18.3447		$	18.4734		$	16.43
Ratio of expenses to average net assets*††		0.92	%		0.85	%		0.81	%
Ratio of expenses to average net assets*,††		0.80	%		0.81	%		0.85	%		0.92	%
Ratio of net investment income (loss) to average net assets*		(0.9180	)%		(0.8581	)%		(0.8185	)%		(0.91	)%
Portfolio turnover**†††		7	%		22	%		40	%
Portfolio turnover**,†††		22	%		40	%		22	%		7	%
Total return**		1710.3645	%		110.6371	%		011.7163	%		17.36	%
Net assets at end of period (in thousands)	$	1362,~~581~~518		$	3246,~~118~~927		$	4632,~~927~~118		$	13,581

(a)	Commencement of operations.

(b)	Amounts less than $0.005 per unit are rounded to zero.

*	Annualized for periods less than one year.

**	Not annualized for periods less than one year.

†	Calculations prepared using the daily average number of units outstanding during the period.

†† Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.~~029~~024%, 0.026% and 0.027% for 2012, 2011 and 2010, respectively, and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

3841

Aggressive Risk Fund:

	For the periodJuly 7, 2009(a) to			For the year ended December 31,
	Year ended December 31,									For the periodJuly 7, 2009(a) toDecember 31, 2009
	December 31, 2009			2010			2011
	2012			2011			2010
Investment income†	$	—		$	—		$	—		$	—
Expenses(†)††		(0.08	)		(0.16	)		(0.18	)
Expenses†,††		(0.18	)		(0.18	)		(0.16	)		(0.08	)
Net investment income (loss)		(0.0818	)		(0.1618	)		(0.1816	)		(0.08	)
Net realized and unrealized gain (loss)		32.7094			2(0.7941	)		(02.4179	)		3.70
Net increase (decrease) in unit value		32.6276			2(0.6359	)		(02.5963	)		3.62
Net asset value at beginning of period		1520.0066			1821.6225			2118.2562			15.00
Net asset value at end of period	$	1823.6242		$	2120.2566		$	2021.6625		$	18.62
Ratio of expenses to average net assets*††		0.92	%		0.84	%		0.84	%
Ratio of expenses to average net assets*,††		0.81	%		0.84	%		0.84	%		0.92	%
Ratio of net investment income (loss) to average net assets*		(0.9281	)%		(0.84	)%		(0.84	)%		(0.92	)%
Portfolio turnover**†††		9	%		29	%		50	%
Portfolio turnover**,†††		24	%		50	%		29	%		9	%
Total return**		~~24.~~13.36	%		14(2.1278	)%		(214.7812	)%		24.13	%
Net assets at end of period (in thousands)	$	423,~~212~~346		$	1216,~~684~~543		$	1612,~~543~~684		$	4,212

(a)	Commencement of operations.

*	Annualized for periods less than one year.

**	Not annualized for periods less than one year.

†	Calculations prepared using the daily average number of units outstanding during the period.

†† Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.026%, 0.029% and 0.027% for 2012, 2011 and 2010, respectively, and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

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Balanced Fund:

	For the year ended December 31,
	2007			2008			2009			2010			2011
	2012			2011			2010			2009			2008
Investment income†	$	~~0.96~~—	(a)	$	~~0.95~~—		$	~~0.55~~—		$	—0.55		$	—0.95
Expenses(†)††		~~(0.45~~—	)		~~(0.37~~—	)		~~(0.19~~—	)		—(0.19	)		—(0.37	)
Net investment income (loss)		~~0.51~~—			~~0.58~~—			~~0.36~~—			—0.36			—0.58
Net realized and unrealized gain (loss)		111.8906			~~(22~~2.1492	)		1410.2600			1014.0026			2(22.9214	)
Net increase (decrease) in unit value		211.4006			~~(21~~2.5692	)		1410.6200			1014.0062			2(21.9256	)
Net asset value at beginning of year		8795.2563			8992.6571			6882.0971			8268.7109			9289.7165
Net asset value at end of year	$	89106.6569		$	6895.0963		$	8292.71		$	9282.71		$	9568.6309
Ratio of expenses to average net assets††		~~0.50~~—	%		~~0.46~~—	%		~~0.27~~—	%		0.0027	%		0.0046	%
Ratio of net investment income (loss) to average net assets(a)		0.57	%		0.71	%		0.48	%		0.00	%		0.00	%
Ratio of net investment income (loss) to average net assets(b)		—	%(c)		—	%		—	%		0.48	%		0.71	%
Portfolio turnover(b)		24	%		32	%		38	%		5	%		43	%
Portfolio turnover		13	%		43	%		5	%		38	%		32	%
Total return		211.7557	%		~~(24~~3.0515	)%		2112.4709	%		1221.0947	%		3(24.1505	)%
Net assets at end of year (in thousands)	$	~~413~~227,~~332~~126		$	~~277~~237,~~953~~871		$	~~284~~269,~~803~~856		$	~~269~~284,~~856~~803		$	~~237~~277,~~871~~953

(a) ~~Does~~Amounts ~~not~~less ~~reflect~~than ~~net~~$0.005 ~~investment~~per ~~income~~unit ~~from~~are ~~the~~rounded ~~portion~~to ~~of the Fund invested in the Bond Core Plus Fund and Large Cap Equity Fund which retain all net investment income and make no distributions~~zero.

(b) ~~With~~Does ~~respect~~not toreflect net investment income from the portion of the Fund’s ~~assets~~ invested in the Bond Core Plus Fund and Large Cap Equity Fund, ~~portfolio~~which ~~turnover~~retain ~~reflects~~all ~~purchases~~net ~~and~~investment ~~sales~~income ~~of the Bond Core Plus Fund~~ and ~~Large~~make ~~Cap~~no ~~Equity Fund, rather than portfolio turnover of the underlying portfolio of the Bond Core Plus Fund and Large Cap Equity~~distributions.

(c)	Amounts less than 0.005% are rounded to zero.

†	Calculations prepared using the daily average number of units outstanding during the year.

†† Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment funds, including the Large Cap Equity Fund, and the Bond Core Plus Fund in which the Fund invests a portion of its assets. The estimated acquired fund fees which are incurred directly by the underlying fund were 1.002% and 1.019% for 2012 and 2011, respectively, and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

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Allocation of Contributions to the Investment Options

Contributions under the Program generally can be allocated to the Funds on a daily basis and are credited on the day of receipt if accompanied or preceded by proper allocation instructions and received on a Business Day by 4:00 p.m. Eastern time (or, if earlier, the close of regular market trading). Contributions are used to purchase Units of the applicable Funds based on their per Unit net asset value. Contributions may also be allocated to the Self-Directed Brokerage Account, subject to prior approval of the brokerage provider, TD Ameritrade, in the case of in-kind rollover contributions.

Contributions directly into the Alternative Alpha Fund are not permitted. Participants may only make transfers into the Alternative Alpha Fund from investments allocated to other Funds established under the Collective Trust. Transfers into the Alternative Alpha Fund by or on behalf of a Participant may not cause the aggregate unit value of the investment in the Alternative Alpha Fund to exceed 15% of the aggregate unit value of all such ~~Participant~~Participants investments in the Funds and the Balanced Fund at the time of transfer.

In accordance with accounting rules applicable to methods to be used by the Stable Asset Return Fund to value its assets, no additional assets of defined benefit plans may be contributed to or transferred to the Stable Asset Return Fund. However, any assets of defined benefit plans invested in the Stable Asset Return Fund prior to January 15, 2006 may remain so invested, including any earnings thereon.

The Balanced Fund is no longer being offered and thus is not an investment option, although certain assets held under the Program continue to be invested in the Balanced Fund. See “Balanced Fund.”

Transfers Among Investment Options

Transfers may be made among the Funds and a Self-Directed Brokerage Account generally on a daily basis based on the relevant per Unit net asset value of each Fund. However, short-term or other excessive trading into or out of a Fund may harm its performance by disrupting portfolio management strategies and by increasing expenses. No more than one transfer may be made into the International All Cap Equity Fund, the International Index Equity Fund or the Global All Cap Equity Fund in any 45 calendar day period. There is no restriction on an Investor’s ability to make transfers out of the International All Cap Equity Fund, the International Index Equity Fund or the Global All Cap Equity Fund on aany Business Day. Northern Trust and Northern Trust Investments reserve the right to take such additional actions with respect to excessive trading in the International ~~All~~ All Cap Equity Fund, the International Index Equity Fund, the Global All Cap Equity Fund or other investment options, such as the rejection of transfer requests, as they may deem appropriate and in the best interests of all Investors to curtail excessive trading.

Direct transfers from the Stable Asset Return Fund to a Self-Directed Brokerage Account are not permitted. There are no restrictions on transfers from the Stable Asset Return Fund to other Funds available under the Collective Trust, but the amount transferred from the Stable Asset Return Fund to any other Fund cannot be transferred from such other Fund to a Self-Directed Brokerage Account until 90 days have passed since the date of such transfer. To the extent that an amount transferred from the Stable Asset Return Fund to another Fund is again transferred to another Fund, such amount cannot be transferred to a Self-Directed Brokerage Account until 90 days have passed since the date of the initial transfer from the Stable Asset Return Fund.

Contributions, Benefits and Distributions

A Participant’s eligibility for contributions and benefits, and the time and manner of distributions, depend on the terms of the applicable plan through which he or she participates. For information regarding the terms of a plan, a Participant should contact his or her Employer.

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RISK FACTORS RELATING GENERALLY TO THE PROGRAM

The risk factors that pertain to investment in the Units of each Fund are described in detail in the description of such Fund included in this prospectus. Following are some of the general risks of investing in the Funds, as well as the Balanced Fund.

Equity Market Risks. The Funds, to the extent invested in the equity markets, are subject to a variety of market and financial risks. Common stocks, the most familiar type of equity security, represent an equity (ownership) interest in a corporation. Although common stocks and other equity securities have a history of long-term growth in value, their prices may fluctuate dramatically in the short term in response to changes in market conditions, interest rates and other company, political and economic developments. The values of the Funds, to the extent invested in the equity markets, will fluctuate, and the holders of Units should be able to tolerate declines, sometimes sudden and/or substantial, in the value of their investments. Although the values of equity securities have risen from the lows in March 2009, they could be subject to significant declines in the future.

Risks of Investing in Equity Securities of Non-U.S. Companies and Smaller Companies. Investments in non-U.S. securities, including emerging markets equities, and in small capitalization and mid-capitalization equity securities, involve special risks. For instance, smaller companies may be impacted by economic conditions more quickly and severely than larger companies. Risks of investing in foreign securities include those relating to political or economic conditions in foreign countries, potentially less stringent investor protection, disclosure standards and settlement procedures of foreign markets, potentially less liquidity of foreign markets, potential applicability of withholding or other taxes imposed by these countries, and currency exchange rate fluctuations.

Interest Rate Risk Applicable to Investment in Fixed-Income Securities. The Funds, to the extent they are invested in fixed-income securities, are subject to the risks associated with investing in such instruments. Fixed-income securities such as bonds are issued to evidence loans that investors make to corporations and governments, either foreign or domestic. If prevailing interest rates fall, the market values of fixed-income securities that trade on a yield basis tend to rise. On the other hand, if prevailing interest rates rise, the market values of these fixed-income securities generally fall. In general, the shorter the maturity of a fixed income security, the lower the yield but the greater the price stability. These factors may have an effect on the value of the Funds. A change in the level of prevailing interest rates will tend to cause the net asset value of the Funds to change. Interest rates have fallen considerably since the third quarter of 2008 and could be subject to a significant increase in the future.

Credit Risk Applicable to Investment in Fixed-Income Securities, Including those of Lower Credit Quality. Fixed-income securities, including corporate bonds, are subject to credit risk. When a security is purchased, its anticipated yield is dependent on the timely payment by the borrower of each interest and principal installment. Credit analysis and bond ratings take into account the relative likelihood of the timely payment of such installments. Bonds with lower credit ratings tend to have higher yields than bonds of similar maturity but a better credit rating. However, to the extent the Funds invest in securities with medium or lower credit quality, they are subject to a higher level of credit risk than investments in higher credit quality securities. In addition, the credit quality of non-investment grade securities is considered speculative by recognized ratings agencies with respect to the issuer’s continuing ability to pay interest and principal. Lower-grade fixed income securities may have less liquidity and a higher incidence of default than higher-grade fixed income securities. Furthermore, as economic, political and business developments unfold, lower-quality bonds, which possess lower levels of protection with respect to timely payment, usually exhibit more price volatility than do higher-quality bonds of like maturity, and the value of the Funds invested in these lower-quality bonds will reflect this volatility.

Risks of Investing in REITs. The Funds, to the extent invested in real estate investment trusts, which we refer to as REITs, are subject to a variety of risks associated with real estate and related investments. REITs tend to be medium-size and small companies. Like small-capitalization stocks in general, REIT stocks can be more volatile than—and at times will perform differently from—the large-capitalization stocks such as those found in the S&P

4245

500. Investments in equity REITs are also subject to all the risks associated with the ownership of real estate. These risks include: decreases in the value of real estate, adverse changes in economic conditions applicable to real estate, risks related to general and local economic conditions, over-building and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, varying appeal of properties to tenants, leveraging of interests in real estate, increases in prevailing interest rates and costs resulting from clean-up of environmental problems or liability to third parties for damages arising from environmental problems. The U.S. residential and commercial real estate markets are currently undergoing a period of prolonged distress, as evidenced by significant decreases in housing prices, significant increases in foreclosure rates and abnormally high vacancy rates. There can be no assurance as to when these markets will stabilize, and these markets may remain disrupted for the foreseeable future.

Counterparty Risks. Many of the protections afforded to participants on organized exchanges, such as the performance guarantee of a regulated clearing house, are not available in connection with over-the-counter, or OTC, derivatives transactions that are entered into directly with a counterparty on a “bilateral” basis. Although the Dodd-Frank Wall Street Reform and Consumer Protection Act will require that many derivatives currently transacted on a bilateral basis will be transacted on an exchange and/or cleared through a regulated clearing house, there are likely to be instances in which Funds continue to transact in OTC derivatives on a bilateral basis. In those instances in which the respective Funds enter into these bilateral OTC derivatives, these Funds will be subject to the risk that their direct counterparties will not perform their obligations under the transactions and that these Funds will sustain losses and be less likely to achieve their investment objectives.

Risks Associated with Commodity Investments and Derivatives. To the extent invested in commodities, commodity futures, options on commodity futures, related instruments, or other derivative instruments, the Funds will be subject to the special risks associated with these investments. See “Derivative Instruments.”

Risk of Reliance on Industry Research. Certain Funds are dependent to a significant extent on information and data obtained from a wide variety of sources to assess the credit quality of securities in which they propose to invest, such as financial publications that monitor markets and investments, industry research materials, ratings issued by one or more nationally recognized credit rating agencies, and other materials prepared by third parties. There may be limitations on the quality of such information, data, publications, research and ratings, which a Fund’s Investment Advisor or the Trustee may not independently verify. For instance, certain asset-backed securities, such as sub-prime collateralized mortgage obligations (CMOs) and securities backed by bond insurance, that initially received relatively high credit ratings were, in connection with the credit market turbulence that began in late 2007, subsequently significantly downgraded as the investment community came to realize that there may have been previously unanticipated risks associated with these securities. There is a risk of loss associated with securities even if initially determined to be of relatively low risk, such as in the case of collateralized debt obligations and other structured-finance investments, which often are highly complex.

Risks Related to Market Disruptions and Governmental Interventions. ~~Beginning~~The ~~in 2008 and continuing through much of 2009, 2010 and 2011, the~~ global financial markets underwent pervasive and fundamental disruptions in recent years, resulting in substantial declines in valuation and liquidity in the global capital markets. This global market turmoil, combined with a global reduction in the availability of credit, has led to an increased level of commercial and consumer delinquencies and has contributed to a lack of consumer confidence, increased market volatility and reduction of business activity generally. Valuation issues with mortgage, asset-backed and other fixed-income securities, a deleveraging of the financial markets and the inability or reluctance of traditional market participants to act as dealers or market-makers constrained liquidity and adversely affected values of securities traded in these markets. The resulting economic pressure on consumers and lack of confidence in the financial markets also adversely affected the equity markets. Consumer and business confidence remains fragile and subject to possible reversal for a variety of reasons, including high and growing debt levels by many consumers, business institutions and governments in the United States, certain countries in Europe and elsewhere around the world, and continued weakness in global job markets. Further, one nationally recognized statistical rating organization, in August 2011, downgraded the

4346

~~rating organization, in August 2011, downgraded the~~ credit rating of long-term U.S. government securities to AA+ from AAA, and other nationally recognized statistical rating organizations have placed these U.S. government securities on negative “watch.” Similarly, the securities of several other countries across Europe and Asia either have been or are at risk of being downgraded. These events and circumstances could result in further market disruptions that could adversely affect financial markets on a global basis. Global market turmoil also has led to extensive and unprecedented governmental intervention and stimulus and in some cases actions to restructure or effectively liquidate financial institutions. Such intervention and actions were in certain cases implemented on an “emergency” basis, sometimes suddenly and substantially changing market participants’ ability to continue to implement certain strategies or manage risk. In addition, these interventions and actions were sometimes unclear in scope and application, not necessarily consistent, and added significantly to government debt levels, resulting in confusion and uncertainty, which in themselves may have been materially detrimental to the efficient functioning of the markets. Certain policies implemented by the U.S. government, including the so-called “bailout” of institutions holding mortgage-related and other troubled instruments, the federal stimulus legislation enacted in early 2009, significant decreases in payroll taxes enacted in late 2010, and government interventions in bankruptcy or reorganization proceedings of certain companies, were some of the largest governmental interventions in the history of the U.S. financial markets and involved new restrictions on the U.S. financial markets. Regulators in other countries also took actions during the financial crisis to support and protect financial institutions deemed too central and important to their respective economies to be allowed to fail. The Collective Trust cannot predict what further interim or permanent government interventions, in the United States or elsewhere, may be implemented or the impact that such measures may have on the investment strategies of the Funds or the markets in which the Funds invest. In addition, there can be no assurance that the recent period of market turmoil will not be repeated in the future or that future financial crises will not be worse than those of the past several years.

Financial Regulatory Reforms in the United States and Elsewhere. In response to the global financial crisis, the United States and many other major countries are in the process of enacting sweeping financial regulatory reforms. In July 2010, the U.S. Congress approved and President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”). The Reform Act seeks to regulate markets, market participants and financial instruments that previously have been largely unregulated and substantially alters the regulation of many other markets, market participants and financial instruments. Because many provisions of the Reform Act require rulemaking by the applicable regulators before becoming fully effective and the Reform Act mandates multiple agency reports and studies (which could result in additional legislative or regulatory action), it is impossible to predict the full impact of the Reform Act on the Funds and the markets and instruments in which they invest. The Reform Act could render certain investment strategies currently pursued by the Funds or that the Funds might otherwise seek to pursue in the future non-viable or economically impractical. The Reform Act and regulations adopted pursuant to the Reform Act could have a material adverse effect on the profit potential of the Funds. Regulators in other jurisdictions have also proposed or adopted regulatory reforms that could similarly impact the Funds.

Risks Related to Securities Lending. The Managed Funds (other than the Stable Asset Return Fund) participate in the State Street Bank securities lending program. Under the securities lending program, depending on the Fund, 17% to 57% of the securities of the particular Fund (we refer to each such Fund as a Lender) may be loaned to institutional borrowers, and the Lender of such securities receives collateral in excess of the value of the loaned securities, generally 102% of the value of domestic securities and 105% of the value of foreign securities. Such collateral usually takes the form of cash. If the value of the loaned securities increases, then the borrower is obligated to deposit additional collateral to maintain the specified excess margin. The borrower could default on its obligations (including as a result of the insolvency, bankruptcy or liquidation of the borrower or for other reasons such as the lack of sufficient liquidity on the part of the borrower) and fail to maintain sufficient collateral or otherwise fail to perform its obligations under the borrowing agreement with the Lender, including failing promptly to return the borrowed securities and any dividends and distributions paid on such borrowed securities. State Street Bank has contractually agreed to a limited indemnity with respect to defaults by the borrower, but State Street Bank may not have sufficient resources or otherwise may be unable (by reason of its insolvency or otherwise) to satisfy the indemnity for borrower defaults. If the borrower and State Street Bank

4447

~~insolvency or otherwise) to satisfy the indemnity for borrower defaults. If the borrower and State Street Bank~~ were to default on their respective obligations, then the Fund affected, by such default could suffer losses if the collateral held for the benefit of the affected Fund were insufficient to satisfy in a timely manner all the obligations of the defaulting borrower and State Street Bank.

All cash collateral received by the Lender from its borrowers is reinvested for the account and, subject to ERISA’s fiduciary requirements, at the risk of the Lender in a cash collateral pool known as the ABA Members Collateral Fund (the “cash collateral pool”) managed by State Street Bank, as an ERISA fiduciary, and dedicated solely to those Funds that engage in securities lending. The overall level of securities loans made by the Funds has a direct impact on the overall level of cash collateral held in this cash collateral pool. The cash collateral pool is not a registered money market fund or FDIC-insured bank deposit or otherwise guaranteed by State Street Bank or its affiliates. State Street Bank charges a fee of 30% of the net income after rebates paid to borrowers of the loaned securities for operating and maintaining the securities lending program for the Funds that engage in securities lending. Each Fund that engages in securities lending retains the remaining 70% of any such net income. State Street Bank also is compensated at an annual rate of .0175% of net assets for managing the cash collateral pool.

The cash collateral pool utilizes amortized cost pricing of its underlying investments (in an effort to maintain a constant $1.00 price for units purchased in, or redeemed from, the fund) as opposed to marking the underlying investments to market (which would result in a fluctuating value for the units of the cash collateral pool). To the extent that the cash collateral pool suffers losses or its underlying investments default, there is insufficient liquidity in the cash collateral pool to discharge a Lender’s obligations to make required cash payments to the borrowers, the cash collateral pool is required to sell investments prior to their maturity at a loss and/or the cash collateral pool is required to cease using amortized cost pricing in whole or in part and must reduce the value of its units, then the affected Lender would be obligated to utilize additional assets of its own to satisfy any deficiency or losses that may arise with respect to its investment in the cash collateral pool, which could adversely impact the affected Fund. State Street Bank does not provide any indemnity to Lenders with respect to the cash collateral pool or the investment of cash collateral (including in any of the foregoing circumstances).

The Lender of securities is obligated to pay a fee to the borrower as compensation for the borrower’s transfer of cash collateral to the Lender. If the cash collateral pool fails to generate sufficient income on its investments to cover the fee due to a borrower, then the affected Lender of securities would be required to fund any shortfall from its own resources, which would adversely impact the affected Fund.

In ~~2011~~2012, the securities lending program generated approximately $~~460~~429,~~347~~897 of net income in the aggregate for all Funds that currently participate in the securities lending program, in comparison to $~~582~~460,~~000~~347 generated in ~~2010. The~~ 2011 net income from securities lending is lower than the 2010 net income in part because of the decline in interest rates on cash collateral investments in 2011 and in part because of lower levels of securities lending balances and related cash collateral investments. No assurance or guarantee can be given that these Funds will generate any significant net income from participation in the State Street Bank securities lending program.

While the cash collateral pool in which the Funds that engage in securities lending is invested is managed by State Street Bank with the objective of maintaining a net asset value of $1.00 and generally utilizes amortized cost pricing, it is not required to do so, and its net asset value for purposes of generally accepted accounting principles, also known as GAAP, fluctuates over time, reflecting, among other things, liquidity in the market for short and intermediate term debt instruments in which the cash collateral pool invests. Notwithstanding that the net asset value fluctuates for purposes of GAAP, the cash collateral pool continues to transact purchases and redemptions at $1.00 per unit, which we refer to as the transactional price. At December 31, ~~2011~~2012 and December 31, ~~2010~~2011, the net asset value of the cash collateral pool determined in accordance with GAAP was approximately $.~~980~~983 and $.~~992~~980 per unit, respectively.

45State Street Bank has informed the Collective Trust that none of the securities in the cash collateral pool was in default at December 31, 2012, and that it believes that it remains appropriate to continue to use the transactional price of the cash collateral pool for purchases of and redemptions from the cash collateral pool and

~~State Street Bank has informed the Collective Trust that none of the securities in the cash~~ ~~collateral pool was~~ in default at December 31, 2011, and that it believes that it remains appropriate to continue to use the transactional price of the cash collateral pool for purchases of and redemptions from the cash collateral pool and in valuing the Funds that hold units of the cash collateral pool for transactional purposes. There can be no assurance or guarantee that State Street Bank will be able to continue to transact purchase and withdrawal activity reflecting a constant value of $1.00 for the cash collateral pool’s units. If State Street Bank were to determine in the future to transact using the lower mark-to-market value for interests in the cash collateral pool, the Participants with exposure to the relevant Funds at any such time would realize economic losses.

Currently, no limitations are being imposed upon redemptions directed by Participants in the Program. Although the level of redemptions in connection with plan activity is being monitored by Northern Trust Investments, as of the date of this prospectus, no plan withdrawal decisions initiated by a plan sponsor are being limited. If the level of redemption activity, either through Participant activity or plan activity, were to increase substantially, Northern Trust Investments retains the right to impose limitations on such activity.

~~Although~~ Northern Trust Investments continues to evaluate the participation of the Collective Trust in State Street Bank’s securities lending program,. ~~Northern~~In ~~Trust~~this ~~Investments~~connection, ~~presently~~pursuant ~~intends~~ to ~~continue such participation while purchase and withdrawal activity in~~ the ~~cash~~Fiduciary ~~collateral pool is transacted at a constant value of $1.00. If State Street Bank were to cease~~Investment toServices ~~transact~~Agreement ~~purchase~~among ~~and~~Northern ~~withdrawal activity in the cash collateral pool at a constant value of $1.00~~Trust, Northern Trust Investments ~~would~~and ~~review~~ABA ~~whether~~Retirement ~~the~~Funds, ~~Collective~~Northern Trust ~~should~~is ~~continue~~authorized to ~~participate~~conduct ~~in State Street Bank’s~~ securities lending ~~program.~~ Inactivities ~~this~~for ~~connection, pursuant to~~ the ~~Fiduciary~~Collective ~~Investment~~Trust, ~~Services~~and ~~Agreement~~it ~~among~~is ~~Northern~~possible ~~Trust,~~that Northern Trust ~~Investments~~may, ~~and~~within ~~ABA~~the foreseeable ~~Retirement Funds~~future, ~~Northern~~determine ~~Trust~~to isassume ~~authorized~~the to conduct of securities lending ~~activities~~activity for the Collective Trust.

The Collective Trust and the Funds are not Regulated Investment Companies. The Collective Trust and the Funds are not registered as investment companies under the Investment Company Act of 1940 and, therefore, are not subject to compliance with the requirements of that Act. Consequently, investors do not have the protections and rights afforded by the Investment Company Act of 1940. For example, under that Act, a mutual fund is required to provide shareholders with voting rights with respect to a variety of matters, including the election of the mutual fund’s directors or trustees, the approval of the fund’s contracts with its investment advisors and the approval of changes to the mutual fund’s fundamental investment policies. Under the Collective Trust, investors have no voting rights with respect to the selection of trustee, the selection of the Funds’ Investment Advisors or changes to any investment policy of a Fund. In addition, the Funds are not subject to the reporting requirements of the Investment Company Act of 1940 and the operations of the Funds are not subject to inspection by the Securities and Exchange Commission under the Investment Company Act of 1940. See “Regulation of Collective Trust.”

A Court Might Determine that the Assets of a Fund are Available to Satisfy the Obligations of Other Funds. The Collective Trust’s Declaration of Trust provides that any creditor of, or other person having any claim of any type against, a Fund, may look only to the assets of such Fund for payment of obligations of such Fund, and that every contract, instrument, certificate or undertaking of or on behalf of any Fund shall be conclusively deemed to have been executed only by or for that Fund and no Fund shall be answerable for any obligation assumed or liability incurred by any other Fund. The enforceability of these provisions has not, to the knowledge of the Collective Trust, been tested, and the Funds may be deemed to have no separate legal existence and exist only as sub-trusts of the Collective Trust. In the unlikely event that a particular Fund were not to have sufficient net assets with which to satisfy its obligations, it is possible that a court could determine that the assets of the other Funds could be available to satisfy those obligations.

THE PROGRAM

The Program is sponsored by ABA Retirement Funds, an Illinois not-for-profit corporation organized by the American Bar Association, which we refer to as the ABA, to sponsor retirement programs for self-employed individuals and employers who are members or associates of the ABA or other affiliated organizations. The Program is a comprehensive retirement program that provides Employers with tax-qualified employee retirement plans, a variety of investment options and related recordkeeping and administrative services. As of December 31, ~~2011~~2012, there were approximately 3,~~710~~670 plans participating in the Program through which approximately 3736,~~240~~970 Participants participated in the Program.

As trustee of the Collective Trust, Northern Trust Investments is responsible for the operation and management of the Funds under the Collective Trust. Northern Trust is the trustee of each of the ABA Members Trusts. For a more complete description of the relationship between Northern Trust and Northern Trust Investments in the structuring of the investment options available under the Program, see “Northern Trust and Northern Trust Investments.”

ING Life, through its affiliates, including ING Services, provides recordkeeping, communication, marketing and administration services to the Program. See “ING Life and ING Services.”

DESCRIPTION OF INVESTMENT OPTIONS

The Collective Trust offers six Managed Funds, six Index Funds, the Real Asset Return Fund, the Alternative Alpha Fund, six Retirement Date Funds and three Target Risk Funds, which we collectively refer to as the Funds. The Funds are investment options under the Program.

Effective on or about July 2, 2009, the Balanced Fund ceased to be offered and thus is not an investment option, although certain assets held under the Program continue to be invested in the Balanced Fund. See “Balanced Fund.”

All proceeds received by the Collective Trust relating to the contribution, transfer or allocation of assets to a Fund are applied to the purchase of Units of that Fund. Assets invested through the ABA Members Plans are held under the Retirement Trust, and assets invested through individually designed plans are held under the Pooled Trust. Northern Trust is the sole trustee of each of the ABA Members Trusts.

Assets contributed or held under the Program may be invested in the following investment options: The Stable Asset Return Fund invests in high quality fixed-income instruments, investment contracts, and other fixed-income investments. The Bond Core Plus Fund invests in debt securities of varying maturities. The Large Cap Equity Fund, the Small-Mid Cap Equity Fund, the International All Cap Equity Fund, and the Global All Cap Equity Fund invest in equity securities of various types. The Index Funds are a group of six collective investment funds, each of which is designed to replicate the investment performance of a specific securities index. The Real Asset Return Fund seeks to provide investors with investment returns in excess of inflation as measured by the Core CPI (although the Real Asset Return Fund can be expected to have greater volatility than the Core CPI). The Alternative Alpha Fund takes positions in a broad set of securities and instruments with the objective of providing long-term total returns in excess of the yield on cash-equivalent investments (although the Alternative Alpha Fund can be expected to have greater risk and volatility than cash-equivalent investments).

The Retirement Date Funds are a group of six diversified investment funds, each of which is designed to correspond to a particular time horizon to retirement. The Target Risk Funds are a group of three diversified investment funds, each of which is designed to represent risk and reward characteristics that reflect a particular level of investment risk such as conservative, moderate or aggressive. In addition, assets contributed under the Program may be invested in publicly traded debt and equity securities and shares of numerous mutual funds through Self-Directed Brokerage Accounts.

47Under the Collective Trust’s Declaration of Trust, interests in the Funds are represented by Units, each of which represents an undivided pro rata share of the net assets of a Fund. Further, the Collective Trust’s Declaration of Trust provides that each Fund constitutes a separate trust, and the assets of each trust shall be separately held, managed, administered, valued, invested, reinvested, distributed and accounted for and otherwise dealt with as a separate trust. Thus, an investment in any one Fund does not give rise to an interest in any other Fund or an interest in the Collective Trust as a whole. The Declaration of Trust also provides that any creditor of, or other person having any claim of any type against, a Fund may look only to the assets of that Fund for

~~Under the Collective Trust’s Declaration of Trust, interests in the Funds are~~ represented by Units, each of which represents an undivided pro rata share of the net assets of a Fund. Further, the Collective Trust’s Declaration of Trust provides that each Fund constitutes a separate trust, and the assets of each trust shall be separately held, managed, administered, valued, invested, reinvested, distributed and accounted for and otherwise dealt with as a separate trust. Thus, an investment in any one Fund does not give rise to an interest in any other Fund or an interest in the Collective Trust as a whole. The Declaration of Trust also provides that any creditor of, or other person having any claim of any type against, a Fund may look only to the assets of that Fund for payment of obligations of that Fund, and that every contract, instrument, certificate or undertaking of or on behalf of any Fund shall be conclusively deemed to have been executed only by or for that Fund and no Fund shall be answerable for any obligation assumed or liability incurred by any other Fund. However, the enforceability of these provisions has not, to the knowledge of the Collective Trust, been tested, and the Collective Trust believes that, under its governing law, the Funds have no separate legal existence and exist only as sub-trusts of the Collective Trust. Furthermore, neither ERISA, nor the laws under which the Collective Trust is organized, have any specific statutory provision deeming assets of one sub-trust created under a trust to be unavailable to creditors of other sub-trusts so created. In the unlikely event that a particular Fund were not to have sufficient net assets with which to satisfy its obligations, it is possible that a court could determine that the assets of the other Funds could be available to satisfy those obligations.

Although the Funds are similar in some respects to registered open-end management investment companies, which are commonly referred to as mutual funds, the Funds are not required to be and are not registered as investment companies under the Investment Company Act of 1940. The Units representing interests in the Funds are held by Northern Trust, as trustee of the ABA Members Trusts. Neither the assets of the ABA Members Trusts nor the investment options are subject to the claims of the creditors of Northern Trust or Northern Trust Investments. The Units are not insured by the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve or any other governmental agency and are not deposits of Northern Trust, Northern Trust Investments or any other bank. The activities of each of Northern Trust Investments and Northern Trust in connection with the operation of the Collective Trust and the ABA Members Trusts, respectively, are subject to the requirements of ERISA. There are no voting rights connected with the ownership of Units. See “Regulation of Collective Trust.” No officer of the Collective Trust or officer or director of Northern Trust Investments owns, beneficially or of record, any Units of beneficial interest in the Collective Trust. As of December 31, ~~2011~~2012, no person or entity vested with investment responsibility for the assets contributed to the Program ~~owned~~held more than 5% of the Units of beneficial interest in the Collective Trust or in any Fund offered thereunder, except that four Participants held 29.98% of the outstanding units of the Global All Cap Equity Fund, six Participants held ~~one~~50.42% ~~Participant~~of ~~owned~~the 5outstanding units of the Alternative Alpha Fund and two Participants held 12.9699% of the outstanding ~~Units~~units of the ~~2010~~2050 Retirement Date Fund.

Units in the Funds are not “redeemable securities” within the meaning of the Investment Company Act of 1940 because the holder does not have an entitlement to receive approximately the holder’s proportionate share of the Collective Trust’s current net assets or the cash equivalent thereof (or the current net assets or cash equivalent thereof of any Fund) upon presentation of the Units to the Collective Trust. However, each Unit entitles its holder to exercise investment rights that are substantially similar to the rights of holders of “redeemable securities” issued by a mutual fund. Units in each Fund may be liquidated on each Business Day (subject to applicable restrictions under the terms of the Program) for cash equal to the per Unit net asset value of the Fund. In addition, transfers may be made among the Funds (subject to applicable restrictions under the terms of the Program) based on the relevant per Unit net asset values.

For purposes of the following descriptions of the Funds, and the description of the Balanced Fund, investments by a Fund directly or indirectly in collective investment funds maintained by State Street Bank or Northern Trust Investments, investments by the ~~Balanced~~Global All Cap Equity Fund made in the ~~Bond~~Large ~~Core~~Cap ~~Plus~~Equity Fund, ~~and~~ the ~~Large~~ Small-Mid Cap Equity Fund, and ~~investments by~~ the ~~Global~~International All Cap Equity Fund ~~made~~and ininvestments by the ~~Large~~Balanced ~~Cap Equity~~ Fund, made in the ~~Small-Mid~~Bond ~~Cap~~Core ~~Equity~~Plus Fund and the ~~International~~Large ~~All~~ Cap Equity Fund, are generally treated as investments in the underlying securities held by those funds.

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MANAGED FUNDS

Assets contributed or held under the Program are eligible for investment in the following six Managed Funds, each of which is an actively managed collective investment fund designed to achieve a specific investment objective. Each of the Stable Asset Return Fund, the Bond Core Plus Fund and the International All Cap Equity Fund was established in September 1995. The Collective Trust established the Large Cap Equity Fund and the Small-Mid Cap Equity Fund as investment options onas of July 2, 2009. The Collective Trust established the Global All Cap Equity Fund as an investment option onas of January 1617, 2012.

STABLE ASSET RETURN FUND

Investment Objective. The investment objective of the Stable Asset Return Fund is to provide current income consistent with the preservation of principal and liquidity. There can be no assurance that the Stable Asset Return Fund will achieve its investment objective.

Strategy. The Stable Asset Return Fund invests in investment contracts, which we refer to as Traditional Investment Contracts, so-called “Synthetic GICs” with associated underlying assets, and high-quality fixed-income instruments, which we refer to as Short Term Investment Products. Such investments may be made directly by the Fund or indirectly through its investment in other collective investment funds maintained by one or more banks, including Northern Trust Investments.

As discussed above, the Fund may invest in Traditional Investment Contracts issued by insurance companies, banks and certain other financial institutions. Traditional Investment Contracts are investment contracts pursuant to which the issuer agrees to pay stated interest over its term and repay principal at the end of its term. All such Traditional Investment Contracts must be benefit responsive, meaning that they are responsive to qualifying withdrawal, transfer and benefit payment requests, which we refer to as Benefit Responsive Withdrawals, at book value and will satisfy any other conditions as may be required so that each such contract can be accounted for and valued at book value, i.e., cost plus accrued interest, under GAAP. The Fund also may invest in Synthetic GICs issued by banks, insurance companies or other financial institutions. A Synthetic GIC is an arrangement comprised of (i) an investment in one or more underlying securities and (ii) a separate contract, which we refer to as a Benefit Responsive Contract, issued for a fee, typically asset-based, by a bank, insurance company or other financial institution, that allows the Fund to account for and value the underlying assets subject to such Benefit Responsive Contract at book value and permits such underlying assets to be credited each with interest at a rate agreed to with the issuer of the Benefit Responsive Contract (which rate is adjusted periodically, but not below zero, to reflect the difference between book value and fair market value of the underlying securities of the Synthetic GIC) for purposes of permitting the contract to be accounted for and valued at book value under GAAP. The underlying securities of Synthetic GIC arrangements generally consist of high quality, fixed-income debt instruments that may be held through collective investment funds.

The Benefit Responsive Contracts held by the Fund require that a “liquidity buffer” be maintained to fund participant withdrawal, transfer and benefit payment requests prior to liquidating any less liquid or longer dated fixed-income investments that might need to be sold at prices other than their values in order to satisfy Benefit Responsive Withdrawals. The NTGI Collective Government Short-Term Investment Fund, or a comparable third-party collective fund, is utilized to provide the necessary “liquidity buffer” for the Fund. The Benefit Responsive Contracts do not guarantee the performance of the underlying securities or collective investment funds in which the Fund invests and do not protect against defaults of the issuers of the securities held by the Fund, whether directly or through collective investment funds. Rather, the Benefit Responsive Contracts are designed to reimburse the Fund, to the extent necessary and subject to various limitations and conditions, if the Fund has insufficient assets to pay qualifying Benefit Responsive Withdrawals from the Fund, such as might result from losses on the sale of the underlying securities held by the Fund that are not offset, over time, by a reduced crediting rate or by gains from the sales of other securities. Traditional Investment Contracts also include comparable benefit responsive provisions.

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As of December 31, ~~2011~~2012, the Stable Asset Return Fund’s assets were invested in approximately the following proportions: 109% ~~to 15%~~ invested in the NTGI Collective Government Short-Term Investment Fund, or a comparable third-party collective fund (which is used as a liquidity buffer), and 8591% ~~to 90%~~ invested in Benefit Responsive Contracts. As of December 31, ~~2011~~2012, the duration of the Fund was 2.5533 years. Duration represents the time required to receive the present value of future payments, both interest and principal, from a fixed-income security. The duration of the Fund cannot exceed 3.50 years.

Investment Guidelines and Restrictions. U.S. Government Obligations. The Fund may invest in a variety of obligations of the United States government and its agencies and instrumentalities, which we refer to as U.S. Government Obligations, including bills and notes issued by the U.S. Department of the Treasury and securities issued by agencies of the U.S. government, such as the Farmers Home Administration, the Export-Import Bank of the United States, the Small Business Administration, the Government National Mortgage Association, the General Services Administration and the Maritime Administration.

Repurchase Agreements. The Fund may enter into repurchase agreements with a variety of banks and broker-dealers. In a repurchase agreement transaction, the Fund acquires securities (usually U.S. Government Obligations) for cash and obtains a simultaneous commitment from the seller to repurchase the securities at an agreed upon price and date. The resale price is in excess of the acquisition price and reflects an agreed upon market rate of interest unrelated to the stated rate of interest on the purchased security. The difference between the sale and the repurchase price is, in effect, interest for the period of the agreement. In such transactions, the securities purchased by the Stable Asset Return Fund will, at the time of purchase, have a total value at least equal to the amount of the repurchase price and will be held by the Fund until repurchased.

Instruments Issued by Foreign Entities. The Fund may invest in U.S. dollar-denominated instruments issued by foreign banks and foreign branches of U.S. banks. The Fund also may invest in U.S. dollar-denominated instruments issued by foreign governments, their political subdivisions, governmental authorities, agencies and instrumentalities and supranational organizations. A supranational organization is an entity designated or supported by the national government of one or more countries to promote economic reconstruction or development. Examples of supranational organizations include, among others, the European Investment Bank, the International Bank for Reconstruction and Development (World Bank) and the Nordic Investment Bank.

“When-Issued” Securities. The Fund may commit to purchasing securities on a “when-issued” basis, such that payment for and delivery of a security will occur after the date that the Fund commits to purchase the security. The payment obligation and the interest rate on the security are each fixed at the time of the purchase commitment. Prior to payment and delivery, however, the Fund will not receive interest on the security and will be subject to the risk of a loss if the value of the when-issued security is less than the purchase price at the time of delivery.

Asset-Backed Securities. The Fund is permitted to invest in asset-backed securities (including collateralized mortgage obligations, which we refer to as CMOs, and other derivative mortgage- backed securities), subject to the rating and quality requirements specified for the Fund. Asset-backed securities are issued by trusts and special purpose entities that securitize various types of assets, such as automobile and credit card receivables. To the extent that asset-backed securities in which the Fund invests involve any form of derivative, investments in those securities may be subject to certain risks and uncertainties, including risks and uncertainties caused by the implementation of the Reform Act, as described in further detail below. See “Derivative Instruments.”

Credit Quality. Except with respect to U.S. Government Obligations, the Fund may invest in high-quality short-term instruments, which we refer to as Short-Term Investment Products, only if at the time of purchase, the instrument is (i) rated in one of the three highest rating categories applicable to corporate bonds (including the subcategories such as AA+ and AA- within such rating categories) by at least two nationally recognized statistical rating organizations, at least one of which must be Standard & Poor’s Corp., which we refer to as S&P, ~~or Moody’s Investors Service, Inc., which we refer to as Moody’s, (ii) rated in the highest rating category~~

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or Moody’s Investors Service, Inc., which we refer to as Moody’s, (ii) rated in the highest rating category applicable to commercial paper by at least two nationally recognized statistical rating organizations, at least one of which must be S&P or Moody’s, or (iii) if unrated, issued or guaranteed by an issuer that has other comparable outstanding instruments that are so rated or is itself rated in one of the two highest rating categories (including the subcategories such as AA+ and AA- within such rating categories) by at least two nationally recognized statistical rating organizations, at least one of which must be S&P or Moody’s. For purposes of this restriction, an investment in a repurchase agreement will be considered to be an investment in the securities that are the subject of the repurchase agreement.

The Fund may not invest in any Traditional Investment Contract unless, at the time of purchase, the Traditional Investment Contract or the issuer of the Traditional Investment Contract is rated in one of the three highest rating categories (including the sub-categories within such categories) by at least three nationally recognized statistical rating organizations, at least one of which must be S&P or Moody’s. Notwithstanding the foregoing, the minimum credit quality of each Benefit Responsive Provider must be rated at least A3/A- by at least one nationally recognized statistical rating organization at the time of initial placement. The average quality of the Fund’s Benefit Responsive contracts is expected to be maintained at a rating of at least A3/A-.

Diversification. Except for Traditional Investment Contracts and U.S. Government Obligations, the Fund may not invest more than 5% of its assets in securities of a single issuer, determined at the time of purchase. For purposes of this 5% limitation, investments in collective investment funds are considered to be investments in the underlying securities held by such collective investment funds, and investments in repurchase agreements are considered to be investments in the securities that are the subject of such repurchase agreements. Other than Traditional Investment Contracts, the Fund may not invest more than 10% of its net assets in illiquid securities, including repurchase agreements with maturities of greater than seven days or portfolio securities that are not readily marketable or redeemable, determined at the time of purchase. The proportion of the assets of the Fund invested in Traditional Investment Contracts of any one insurance company, bank or financial institution generally may not be greater than 15% of the aggregate value of Traditional Investment Contracts included in the Fund’s portfolio, and in no event greater than 20%, in each issuer’s case determined at the time of purchase. These requirements do not apply to the issuers of the Benefit Responsive Contracts in connection with Synthetic GIC arrangements.

For temporary defensive purposes or by reason of the unavailability of sufficient Benefit Responsive Providers, the Fund may invest without limitation in U.S. Government Obligations, short-term commercial paper and other short-term instruments. The Fund would invoke this right only in extraordinary circumstances, such as war, the closing of equity markets, an extreme financial calamity, or the threat of any such event. If the Fund invokes this right, the Fund may be less likely to achieve its investment objective. To the extent the Fund is invested in U.S. Government Obligations, short-term commercial paper and other short-term instruments, the Fund is also subject to the risks associated with such investments, as more fully described under “Stable Asset Return Fund—Risk Factors—Credit Risk.”

Risk Factors. U.S. Government Obligations. Not all U.S. Government Obligations are backed by the full faith and credit of the United States. For example, securities issued by the Federal Farm Credit Bank or by the Federal National Mortgage Association are supported by the agency’s right to borrow money from the U.S. Department of the Treasury under certain circumstances, and securities issued by the Federal Home Loan Banks are supported only by the credit of the issuing agency. There is no guarantee that the U.S. government will support these securities, and, therefore, they involve more risk than U.S. Government Obligations that are supported by the full faith and credit of the United States.

Foreign Investments. Foreign banks may not be required to maintain the same financial reserves or capital that are required of U.S. banks. Restrictions on loans to single borrowers, prohibitions on certain self-dealing transactions and other regulations designed to protect the safety and solvency of U.S. banks may not be applicable to foreign banks. Furthermore, investments in foreign banks may involve additional risks similar to ~~those associated with investments in foreign securities described in the following paragraph. Foreign branches of~~

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those associated with investments in foreign securities described in the following paragraph. Foreign branches of U.S. banks generally are subject to U.S. banking laws, but obligations issued by a branch, which sometimes are payable only by the branch, may be subject to country risks relating to actions by foreign governments that may restrict or even shut down the operations of some or all the country’s banks.

Investments in foreign securities may involve risks in addition to the risks associated with domestic securities generally. These include risks relating to political or economic conditions in foreign countries, potentially less stringent investor protection, disclosure standards and settlement procedures of foreign markets, potentially less liquidity in foreign markets, potential applicability of withholding or other taxes imposed by these countries, and currency exchange fluctuations. These factors could make foreign investments more volatile.

“When-Issued” Securities. The payment obligation and the interest rate on a “when-issued” security are each fixed at the time of the purchase commitment. Prior to payment and delivery, however, the Stable Asset Return Fund will not receive interest on the security, and will be subject to the risk of a loss if the value of the when-issued security is less than the purchase price at the time of delivery.

Asset-Backed Securities. Asset-backed securities may involve credit risks resulting primarily from the fact that asset-backed securities are issued by trusts or special purpose entities with no other assets and usually do not have the benefit of a complete security interest in the securitized assets. For example, credit card receivables generally are unsecured, and the debtors are entitled to the protection of a number of state and Federal consumer credit laws, some of which may reduce the investor’s ability to obtain full payment. CMO residuals and other mortgage- related securities may be structured in classes with rights to receive varying proportions of principal and interest. The yield to maturity on an interest only class is extremely sensitive to the rate at which principal payments (including prepayments) are made on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the Fund’s yield to maturity from these securities.

Risk of Reliance on Industry Research. The Fund is dependent to a significant extent on information and data obtained from a wide variety of sources to assess the credit quality of securities in which it proposes to invest, such as financial publications that monitor markets and investments, industry research materials, ratings issued by one or more nationally recognized credit rating agencies and other materials prepared by third parties. There may be limitations on the quality of such information, data, publications, research and ratings, which the Fund’s Investment Advisors or the Trustee may not independently verify. For instance, certain asset-backed securities, such as sub-prime collateralized mortgage obligations (CMOs) and securities backed by bond insurance, that initially received relatively high credit ratings were, in connection with the credit markets turbulence that began in late 2007, subsequently significantly downgraded as the investment community came to realize that there may have been previously unanticipated risks associated with these securities. There is a risk of loss associated with securities even if initially determined to be of relatively low risk, such as in the case of collateralized debt obligations and other structured-finance investments, which often are highly complex.

Credit Risk. Each Short-Term Investment Product purchased by the Fund will be subject to the risks of default by the issuer and the non-payment of interest or principal that are usually associated with unsecured borrowings.

Traditional Investment Contracts. Although the Fund may not invest in any Traditional Investment Contract unless certain rating standards are satisfied at the time that the Traditional Investment Contract is issued, the financial condition of an issuer may change prior to a contract’s maturity. The Fund generally cannot readily dispose of a Traditional Investment Contract prior to its maturity in the event of the deterioration of the financial condition of the issuer. In addition, to the extent that a higher percentage of assets of the Stable Asset Return Fund are committed to Traditional Investment Contracts of a single issuer, the Fund will be subject to a greater risk that the deterioration of the financial condition or a default by that issuer will have a material adverse effect on the Fund.

~~Benefit~~55 Responsive Contracts. In order for the Fund, as currently configured, to use book value accounting and not utilize fair market valuations of its assets, it must be able to secure sufficient Benefit Responsive

Benefit Responsive Contracts. In order for the Fund, as currently configured, to use book value accounting and not utilize fair market valuations of its assets, it must be able to secure sufficient Benefit Responsive Contracts from insurance companies, banks or other financial institutions, which we refer to as Benefit Responsive Providers, in connection with Synthetic GIC arrangements. Under the terms of the Benefit Responsive Contracts, a material deterioration in the credit quality of securities underlying a Synthetic GIC arrangement or a specified credit downgrade of such securities may result in such securities no longer being covered by the Benefit Responsive Contracts, and thus require that such securities be reported at market value rather than book value.

Liquidity. In the unlikely event that the amount of marketable assets held by the Fund and the Benefit Responsive Withdrawal feature of the investment contracts held by the Fund is insufficient to satisfy all withdrawal and transfer requests immediately, the Fund may limit or suspend withdrawals and transfers. For more information on these restrictions, see “Transfers Among Investment Options and Withdrawals—Frequent Trading; Restrictions on Transfers.”

Valuation of Assets. The methods used to value assets of the Fund described below under “Stable Asset Return Fund—Risk Factors—Valuation of Units” provide certainty in valuation but can result in the overvaluation or undervaluation of a particular security or investment contract when compared to its market value, and the longer the maturity of a particular security or investment contract, the greater the exposure to the risk of such overvaluation or undervaluation. Also, the yield of the Fund will differ from market interest rates, and its yield will tend to change more slowly than market interest rates. If a holder of Units in the Fund were to receive a distribution from, or make a transfer out of, the Fund at a time when the market value of its assets was less than the book value used to compute its Unit value, the holder would be overpaid based on market price and the market value of the Units in the Fund held by its remaining holders would be diluted. Conversely, if a holder were to receive a distribution from, or make a transfer out of, the Fund at a time when its market value was more than the book value used to compute its Unit value, the holder would be underpaid (based on market price) and the value of interests in the Fund of its remaining holders would be increased. Along the same lines, if a purchaser were to acquire Units in the Fund at a time when the market value of its assets was less than (more than) the book value used to compute its Unit value, the purchaser would overpay (underpay) based on market price and the market value of the Units in the Fund held by the remaining holders of Units in the Fund would be enhanced (diluted). Such differences will occur to the extent market interest rates differ from the interest rates on the securities and investment contracts held by the Fund. Also, if the financial condition of an issuer of an investment contract (whether traditional or synthetic) were to seriously deteriorate, the contract might no longer qualify for contract (or book) value accounting. Northern Trust Investments monitors the market value of the investment contracts, investment securities subject to Synthetic GIC arrangements and Short-Term Investment Products held by the Fund. If Northern Trust Investments were to determine that the per Unit net asset value of the Fund has deviated from the net asset value determined by using available market quotations or market equivalents (market value) for investment contracts, investment securities subject to Synthetic GIC arrangements and Short-Term Investment Products to a large enough extent that it might result in a material dilution or other unfair result to holders of Units, Northern Trust Investments might adjust the per Unit net asset value of the Fund or take other action that it deems appropriate to eliminate or reduce, to the extent reasonably practicable, the dilution or other unfair result. The impact, if any, to the investors in the Fund will depend on the severity of the event.

~~Valuation~~Risks of ~~Units.~~Investment ~~Unlike~~in ~~the other Funds, assets of the Fund are not valued at fair market value~~Derivatives. The ~~values~~Stable ofAsset ~~Short-Term Investment~~Return ~~Products held by the~~ Fund ~~are~~is ~~determined~~subject ~~according~~ to ~~“Amortized Cost Pricing.” Under Amortized Cost Pricing, when an instrument is acquired by~~ the ~~Fund,~~risks itassociated iswith ~~valued~~use atof ~~its~~derivatives ~~cost,~~to ~~and thereafter that value is increased or~~the ~~decreased~~extent ~~by amortizing any discount or premium on a constant basis over~~ the ~~instrument’s remaining maturity. Traditional Investment Contracts and Synthetic GICs held by the~~ Fund ~~are benefit responsive (that~~ is, ~~responsive~~permitted to ~~withdrawal, transfer~~use ~~and benefit payment requests) and, hence, under generally accepted accounting principles applicable to Benefit Responsive Contracts, are valued at their contract values (book values), i~~them.~~e.,~~ ~~principal~~See ~~plus~~“Derivative ~~accrued interest at the stated crediting rate~~Instruments. Any fluctuations in the market value of the assets covered by Benefit Responsive Contracts are not taken into account in determining the Fund’s Unit value. The Fund’s Unit value is increased each Business Day by the amount of net income accrued ”

53Valuation of Units. Unlike the other Funds, assets of the Fund are not valued at fair market value. The values of Short-Term Investment Products held by the Fund are determined according to “Amortized Cost Pricing.” Under Amortized Cost Pricing, when an instrument is acquired by the Fund, it is valued at its cost, and thereafter that value is increased or decreased by amortizing any discount or premium on a constant basis over the instrument’s remaining maturity. Traditional Investment Contracts and Synthetic GICs held by the Fund are

benefit responsive (that is, responsive to withdrawal, transfer and benefit payment requests) and, hence, under generally accepted accounting principles applicable to Benefit Responsive Contracts, are valued at their contract values (book values), i.e., principal plus accrued interest at the stated crediting rate. Any fluctuations in the market value of the assets covered by Benefit Responsive Contracts are not taken into account in determining the Fund’s Unit value. The Fund’s Unit value is increased each Business Day by the amount of net income accrued for that day at the stated crediting rate, and such accrued income is reinvested in the Fund. In accordance with accounting rules applicable to the methods used by the Fund to value its assets, no additional assets of defined benefit plans may be contributed or transferred to the Fund. However, any assets of defined benefit plans invested in the Fund prior to January 15, 2006 may remain so invested, including any earnings thereon.

Performance Information. The Stable Asset Return Fund may, from time to time, report its performance in terms of its yield and effective yield. The Fund’s yield is determined based upon historical earnings and is not intended to indicate future performance. The yield of the Fund refers to the income return for a day multiplied by the number of days in a year to show the one day return on an annualized basis. The effective yield is calculated similarly but, when annualized, the income earned by an investment in the Fund is assumed to be reinvested. The effective yield will be slightly higher than the yield because of the compounding effect of this assumed reinvestment. Fund management fees reduce yield and effective yield.

Investment Advisors. Northern Trust Investments has retained Galliard Capital Management, Inc., which we refer to as Galliard, to serve as Investment Advisor to provide investment advice and arrange for the execution of purchases and sales of securities for the Fund. In addition to providing advice with respect to a portion of the Fund, Galliard is also responsible for making recommendations regarding the retention of ~~other~~ Investment Advisors for the portions of the Fund it does not manage. Based on such recommendations Northern Trust Investments has also retained Jennison Associates LLC and Pacific Investment ~~Management~~ Management Company, LLC, which we refer to as Jennison and PIMCO, respectively, to serve as additional Investment Advisors to the Fund. As of December 31, ~~2011~~2012, approximately 55%, 1819%, 1617% and 119% of the assets of the Fund were allocated to, respectively, Galliard, Jennison, PIMCO and the NTGI Collective Government Short-Term Investment Fund. Northern Trust Investments may, in the future, subject to consultation with Galliard, employ other investment advisors to provide investment advice with respect to the Fund or portions thereof. Information regarding the Fund’s Investment Advisors is set forth below.

Galliard is located at 800 LaSalle Avenue, Minneapolis, Minnesota 55402. Galliard is a wholly-owned subsidiary of Wells Fargo & Company. As of December 31, ~~2011~~2012, Galliard had approximately $7785.63 billion of assets under management. Galliard provides advice with respect to a portion of the Fund as determined, from time to time, by Northern Trust Investments.

Jennison is located at 466 Lexington Avenue, New York, New York 10017 and was founded in 1969. Jennison is an indirect wholly-owned subsidiary of Prudential Financial, Inc., a full-scale global financial services organization located at 751 Broad Street, Newark, New Jersey 07012. As of December 31, ~~2011~~2012, Jennison had approximately $~~135~~156.75 billion of assets under management. Jennison also serves as an Investment Advisor to the Large Cap Equity Fund.

Pacific Investment Management Company LLC, which we refer to as PIMCO. PIMCO was founded in Newport Beach, California in 1971 and is a majority owned subsidiary of Allianz Global Investors of America L.P., whose ultimate parent is Allianz SE, a European-based, multinational insurance and financial services holding company. PIMCO’s principal place of business is 840 Newport Center Drive, Suite 100, Newport Beach, California 92660. As of December 31, ~~2011~~2012, PIMCO has approximately $1.356 trillion of assets under management. PIMCO also serves as an Investment Advisor to the Bond Core Plus Fund.

Transfer Restrictions. AsDirect ~~of May 1, 2011, direct~~ transfers from the Stable Asset Return Fund to a Self-Directed Brokerage Account are nonot ~~longer~~ permitted. There ~~will~~are ~~continue to be~~ no restrictions on transfers from the Stable Asset Return Fund to other Funds available under the Collective Trust, but the amount transferred from ~~the Stable Asset Return Fund to~~ ~~any other Fund cannot be transferred from such other Fund to a Self-Directed Brokerage Account until 90 days have passed since~~ the ~~date of such transfer. To the extent that an amount transferred from the~~ Stable Asset Return Fund to ~~another~~any Fund is again transferred to another Fund, such amount cannot be transferred to a Self-Directed Brokerage Account until 90 days have passed since the date of the initial transfer from the Stable Asset Return Fund. For more information on these restrictions, see “Transfers Among Investment Options and Withdrawals—Frequent Trading; Restrictions on Transfers.”

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other Fund cannot be transferred from such other Fund to a Self-Directed Brokerage Account until 90 days have passed since the date of such transfer. To the extent that an amount transferred from the Stable Asset Return Fund to another Fund is again transferred to another Fund, such amount cannot be transferred to a Self-Directed Brokerage Account until 90 days have passed since the date of the initial transfer from the Stable Asset Return Fund. For more information on these restrictions, see “Transfers Among Investment Options and Withdrawals—Frequent Trading; Restrictions on Transfers.”

BOND CORE PLUS FUND

Investment Objective. The investment objective of the Bond Core Plus Fund is to achieve a total return from current income and capital appreciation. There can be no assurance that the Bond Core Plus Fund will achieve its investment objective.

Strategy. The Bond Core Plus Fund seeks to achieve, over an extended period of time, total returns comparable or superior to broad measures of the domestic bond market. The Bond Core Plus Fund invests its assets in a diversified portfolio of fixed-income securities of varying maturities with a portfolio duration generally from three to six years. The level of investments in fixed-income securities will vary, depending upon many factors, including economic conditions, interest rates and other relevant considerations. In recommending securities, economic forecasting, interest rate anticipation, credit and call risk analysis, foreign currency exchange rate forecasting and other security selection techniques will be taken into account.

Duration ~~represents~~is a measure of the ~~time~~expected ~~required~~life toof ~~receive~~a ~~the~~fixed-income ~~present~~security ~~value~~that ofcombines ~~future~~a ~~payments~~bond’s yield, ~~both~~coupon interest payments, final maturity and ~~principal,~~call ~~from~~features ainto ~~fixed-income security~~one measure. Traditionally, a debt security’s “term to maturity” has been used as a reference to the sensitivity of the security’s price to changes in interest rates (which is the “interest rate risk” or “volatility” of the security). However, “term to maturity” takes into account only the time until a debt security provides its final payment, without regard to the timing and frequency of the security’s payments prior to maturity. Duration is a measure of the expected life of a fixed-income security based on a present value of all the payments of the security. In general, all other things being equal, the lower the stated or coupon rate of interest of a fixed-income security, the longer the duration of the security; conversely, the higher the stated or coupon rate of interest of a fixed-income security, the shorter the duration of the security.

The portion of the Bond Core Plus Fund’s assets committed to investment in debt securities with particular characteristics (such as maturity, type and coupon rate) will vary based on the outlook for the United States and foreign economies, the financial markets and other factors. The portfolio holdings will be concentrated in areas of the bond market (based on quality, sector, coupon or maturity) that are believed to be relatively undervalued.

Investment Guidelines and Restrictions. The Bond Core Plus Fund will invest primarily in the following types of securities, which may be issued by domestic or foreign entities and denominated in U.S. dollars or foreign currencies (subject to a 20% limit on foreign securities): U.S. Government Obligations; corporate debt securities; corporate commercial paper; mortgage-backed securities; asset-backed securities; variable and floating rate debt securities; bank certificates of deposit, fixed time deposits and bankers’ acceptances; repurchase agreements; obligations of foreign governments or their subdivisions, agencies and instrumentalities, international agencies or supranational entities; and foreign currency denominated securities. The securities of foreign companies may be held by the Fund directly or indirectly through American Depositary Receipts or European Depositary Receipts. The Bond Core Plus Fund also invests in convertible securities, preferred stock, common stock acquired through conversions or exchange offers, inflation-indexed bonds issued by both governments and corporations, structured notes, including hybrid or “indexed” securities, catastrophe bonds, and loan participations, delayed funding loans and revolving credit facilities, reverse repurchase agreements, and debt securities issued by states or local governments and their agencies, authorities and other instrumentalities. The Bond Core Plus Fund may hold different percentages of the assets in these various types of securities. The Fund ~~will seek to maintain a minimum average credit quality rating of AA. At least 90% of the Fund’s total~~ fixed-income portfolio will consist of bonds rated investment grade by at least one nationally recognized rating agency. No more than 1% of the fixed-income portfolio’s non-investment grade investments will be securities of a single issuer, and all such non-investment grade investments will have a credit quality rating of at least B (or be determined by the Investment Advisor to be of comparable quality) at the time of purchase.

~~For~~58 the purpose of realizing income, the Bond Core Plus Fund may enter into repurchase agreements, but may not invest more than 15% of its total assets in repurchase agreements maturing more than seven days after purchase. In a repurchase agreement transaction, the Fund acquires securities (usually U.S. Government Obligations) for cash and obtains a simultaneous commitment from the seller to repurchase the securities at an

~~agreed~~will ~~upon~~seek ~~price~~to ~~and~~maintain ~~date.~~a ~~The~~minimum ~~resale~~average ~~price~~credit isquality inrating ~~excess~~ of ~~the~~AA. ~~acquisition~~At ~~price~~least ~~and~~90% ~~reflects~~of anthe ~~agreed~~Fund’s ~~upon~~total ~~market~~fixed-income ~~rate~~portfolio will consist of ~~interest~~bonds ~~unrelated~~rated toinvestment ~~the~~grade ~~coupon~~by ~~rate~~at onleast ~~the~~one nationally ~~purchased~~recognized ~~security~~rating agency. ~~The difference~~No ~~between~~more ~~the~~than ~~sale~~1% ~~and~~of the ~~repurchase~~fixed-income ~~price~~portfolio’s ~~is,~~non-investment ingrade ~~effect,~~investments ~~interest~~will ~~for~~be ~~the~~securities ~~period~~ of ~~the~~a ~~agreement.~~single ~~In such transactions~~issuer, ~~the~~and ~~securities~~all ~~purchased~~such bynon-investment ~~the~~grade ~~Fund~~investments will, ~~at the time of purchase,~~ have a ~~total~~credit ~~value~~quality atrating ~~least~~of ~~equal to the amount~~at ofleast ~~the~~B ~~repurchase~~(or ~~price and will~~ be ~~held~~determined by the ~~Fund~~Investment ~~until~~Advisor ~~repurchased.~~to ~~Northern~~be ~~Trust Investments monitors the value~~ of ~~the~~comparable ~~underlying~~quality) ~~securities~~at ~~to verify that their value, including accrued interest, always equals or exceeds~~ the ~~repurchase~~time ~~price~~of purchase.

For the purpose of realizing income, the Bond Core Plus Fund may enter into repurchase agreements, but may not invest more than 15% of its total assets in repurchase agreements maturing more than seven days after purchase. In a repurchase agreement transaction, the Fund acquires securities (usually U.S. Government Obligations) for cash and obtains a simultaneous commitment from the seller to repurchase the securities at an agreed upon price and date. The resale price is in excess of the acquisition price and reflects an agreed upon market rate of interest unrelated to the coupon rate on the purchased security. The difference between the sale and the repurchase price is, in effect, interest for the period of the agreement. In such transactions, the securities purchased by the Fund will, at the time of purchase, have a total value at least equal to the amount of the repurchase price and will be held by the Fund until repurchased. Northern Trust Investments monitors the value of the underlying securities to verify that their value, including accrued interest, always equals or exceeds the repurchase price.

The Fund may invest in derivative instruments such as futures, forwards, swaps, options, collateralized mortgage obligations (CMOs) and interest-only (IO) and principal-only (PO) stripped mortgage-backed securities to the extent that they are used in a manner that does not materially increase total portfolio volatility or relate to speculative activities. The Fund may invest up to 40% of its assets in CMOs at any time. Interest-only and principal-only stripped mortgage-backed securities are mortgage-backed bonds that are separated into the interest or principal portion of a pool of mortgage-backed bonds. The Fund may invest up to 5% of the Fund’s assets in interest-only and principal-only stripped mortgage-backed securities at any time, in addition to the investments in CMOs referred to above.

The Bond Core Plus Fund will limit its foreign investments to securities of companies based in developed countries (including newly industrialized countries, such as Taiwan, South Korea and Mexico); provided that the Bond Core Plus Fund may invest up to 10% of its total assets in securities of companies located in countries with emerging economies, as from time to time identified by the World Bank, determined at the time of purchase. Currently, these countries are located primarily in the Asia Pacific Region, Eastern Europe, Central and South America and Africa.

Risk Factors. Interest Rate Risk. The Bond Core Plus Fund, to the extent invested in longer-term fixed-income securities, is subject to the risks associated with investing in such instruments. Fixed-income securities such as bonds are issued to evidence loans that investors make to corporations and governments, either foreign or domestic. Over time, interest rates on debt securities change. If prevailing interest rates fall, the market value of fixed-income securities that trade on a yield basis tend to rise. On the other hand, if prevailing interest rates rise, the market value of fixed-income securities generally will fall. In general, the longer the maturity of a fixed-income security, the higher its yield and greater its price volatility. Conversely, the shorter the maturity, the lower the yield but the greater the price stability. These factors may have an effect on the Unit price of the Fund. A change in the level of interest rates will tend to cause the net asset value per Unit of the Fund to change. If such interest rate changes are sustained over time, the yield of the Fund will fluctuate accordingly.

Credit Risk. Fixed-income securities also are subject to credit risk. When a security is purchased, its anticipated yield is dependent on the timely payment by the borrower of each interest and principal installment. Credit analysis and bond ratings take into account the relative likelihood that such timely payment will result. Bonds with a lower credit rating tend to have higher yields than bonds of similar maturity with a better credit rating. Furthermore, as economic, political and business developments unfold, lower quality bonds, which possess more risk of failure of timely payment, usually exhibit more price fluctuation than do higher-quality bonds of like maturity.

~~TBA~~59 Commitments. The Bond Core Plus Fund may enter into “to be announced” commitments, which we refer to as TBA commitments, to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price for the security that is subject of a TBA commitment has been established at the time of commitment, the principal amount has not been finalized. However, the amount of the TBA commitment will not fluctuate more than 1.0% from the principal amount. The Fund holds, and maintains until the settlement date, cash or liquid securities in an amount sufficient to meet the purchase price. TBA commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date. Risks may also arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts. During the period prior to settlement,

TBA Commitments. The Bond Core Plus Fund may enter into “to be announced” commitments, which we refer to as TBA commitments, to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price for the security that is subject of a TBA commitment has been established at the time of commitment, the principal amount has not been finalized. However, the amount of the TBA commitment will not fluctuate more than 1.0% from the principal amount. The Fund holds, and maintains until the settlement date, cash or liquid securities in an amount sufficient to meet the purchase price. TBA commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date. Risks may also arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts. During the period prior to settlement, the Fund will not be entitled to accrue interest or receive principal payments. Unsettled TBA commitments are valued at the current market value of the underlying securities. The Fund may dispose of a commitment prior to settlement if the Fund’s Investment Advisor deems it appropriate to do so. Upon settlement date, the Fund may take delivery of the securities or defer the delivery to the next month. The Bond Core Plus Fund may also purchase or sell securities on a when-issued or delayed delivery basis. For information regarding risks involved in these activities, see “Stable Asset Return Fund—Risk Factors—‘When Issued’ Securities.”

Mortgage-Related Securities. Mortgage-related securities include securities that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property, such as collateralized mortgage obligation residuals or stripped mortgage-backed securities, and may be structured in classes with rights to receive varying proportions of principal and interest. The yield to maturity on an interest-only class is extremely sensitive to the rate at which principal payments (including prepayments) are made on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on an investor’s yield to maturity from these securities. Early repayment of principal on some mortgage-related securities (arising from prepayments of principal due to the sale of the underlying property, refinancing or foreclosure, net of fees and costs which may be incurred) may expose the Bond Core Plus Fund to a lower rate of return upon reinvestment of principal. Moreover, the Fund is dependent to a significant extent on information and data obtained from a wide variety of sources to assess the credit quality of securities in which it proposes to invest, such as financial publications that monitor markets and investments, industry research materials, ratings issued by one or more nationally recognized credit rating agencies, and other materials prepared by third parties. There may be limitations on the quality of such information, data, publications, research and ratings, which the Fund’s Investment Advisor or the Trustee may not independently verify. For instance, certain asset-backed securities, such as sub-prime collateralized mortgage obligations (CMOs) and securities backed by bond insurance, that initially received relatively high credit ratings were, in connection with the credit market turbulence that began in 2007, subsequently significantly downgraded as the investment community came to realize that there may have been previously unanticipated risks associated with these securities. There is a risk of loss associated with securities even if initially determined to be relatively low risk, such as in the case of collateralized debt obligations and other structured-finance investments, which often are highly complex.

Short-Term Debt Instruments. The risk factors with respect to investing in various short-term instruments are similar to those applicable to short-term investments held by the Stable Asset Return Fund. See “Stable Asset Return Fund—Risk Factors—Credit Risk.”

Foreign Investing. Investing in the securities of companies in any foreign country involves special risks and considerations not typically associated with investing in U.S. companies. These include risks relating to political or economic conditions in foreign countries, potentially less stringent investor protection, disclosure standards and settlement procedures of foreign markets, potentially less liquidity of foreign markets, potential applicability of withholding or other taxes imposed by these countries, and currency exchange fluctuations. These factors could make foreign investments more volatile.

Emerging Markets Investing. Political and economic structures in many emerging market countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristic of more developed countries. Governments in many emerging market countries participate to a significant degree in the countries’ economics and securities markets. As a result, the risks of investing in the securities of foreign companies generally, including the risks of nationalization or expropriation, may be heightened. The small size and inexperience of the securities markets, and a more limited volume of trading in securities, in certain of these countries may also make the Fund’s investments in securities of companies located in such countries illiquid and more volatile than investments in more developed countries, and the Fund may be required to establish special custody or other arrangements before making certain investments in these countries. There may be little financial or accounting information available with respect to companies located in certain of such countries, and it may be difficult as a result to assess the value or prospects of an investment in such companies. Emerging markets often have provided significantly higher or lower rates of return than developed markets, and significantly greater risks, to investors.

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participate to a significant degree in the countries’ economics and securities markets. As a result, the risks of investing in the securities of foreign companies generally, including the risks of nationalization or expropriation, may be heightened. The small size and inexperience of the securities markets, and a more limited volume of trading in securities, in certain of these countries may also make the Fund’s investments in securities of companies located in such countries illiquid and more volatile than investments in more developed countries, and the Fund may be required to establish special custody or other arrangements before making certain investments in these countries. There may be little financial or accounting information available with respect to companies located in certain of such countries, and it may be difficult as a result to assess the value or prospects of an investment in such companies. Emerging markets often have provided significantly higher or lower rates of return than developed markets, and significantly greater risks, to investors.

Risks of Securities Lending Undertaken by the Bond Core Plus Fund. The Bond Core Plus Fund is subject to the risks associated with the lending of securities, including the risks associated with defaults by the borrowers of such securities and the credit, liquidity and other risks arising out of the investment of cash collateral received from the borrowers. See “Risk Factors Relating Generally to the Program—Risks Related to Securities Lending.”

Risks of Investment in Derivatives. The Bond Core Plus Fund is subject to the risks associated with use of derivatives to the extent the Fund is permitted to use them. See “Derivative Instruments.”

Portfolio Turnover. As the level of portfolio turnover increases, transaction expenses incurred by the Bond Core Plus Fund increase, which may adversely affect the Fund’s performance. Portfolio turnover depends on the types and proportions of the Fund’s assets and may change frequently in accordance with market conditions. Portfolio turnover of the Fund was ~~278~~505% for the twelve months ended December 31, ~~2011~~2012 and ~~1,164~~278% for the twelve months ended December 31, ~~2010~~2011. The Fund’s portfolio turnover includes trades such as TBA rolls and buys/sells of commercial paper. The Fund believes that it is important to have the ability to seek higher returns using a diverse array of strategies and instruments, particularly in the highly sophisticated global market. Some of these strategies and instruments, particularly mortgages and derivatives, by their very nature necessitate a relatively high number of trades and trade entries.

Performance Information. The Bond Core Plus Fund’s total return is based on the overall dollar or percentage change in value of a hypothetical investment in the Fund. The total return produced by the Fund will consist of interest and dividends from underlying securities, as well as capital changes reflected in unrealized increases or decreases in value of portfolio securities or realized from the purchase and sale of securities and futures and options. The Fund’s yield is calculated by dividing its net investment income per Unit earned during the specified period by its net asset value per Unit on the last day of such period and annualizing the result.

Investment Advisor. Northern Trust Investments has retained Pacific Investment Management Company LLC, which we refer to as PIMCO, to serve as Investment Advisor to provide investment advice and arrange for the execution of purchases and sales of securities for the Bond Core Plus Fund. Northern Trust Investments may, in the future and at its discretion, employ other investment advisors to provide investment advice with respect to the Fund or portions thereof.

PIMCO was founded in Newport Beach, California in 1971 and is a majority owned subsidiary of Allianz Global Investors of America L.P., whose ultimate parent is Allianz SE, a European-based, multinational insurance and financial services holding company. PIMCO’s principal place of business is 840 Newport Center Drive, Suite 100, Newport Beach, California 92660. As of December 31, ~~2011~~2012, PIMCO has approximately $1.35 6 trillion of assets under management. PIMCO also serves as an Investment Advisor to the Stable Asset Return Fund.

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LARGE CAP EQUITY FUND

Investment Objective. The investment objective of the Large Cap Equity Fund is to achieve long-term growth of capital. Any income received is incidental to this objective. There can be no assurance that the Large Cap Equity Fund will achieve its investment objective.

Strategy. The Large Cap Equity Fund seeks to outperform, over extended periods of time, broad measures of the U.S. stock market. The Fund invests primarily in common stocks and other equity-type securities of larger-capitalization U.S. companies with market capitalizations, at the time of purchase, of greater than $1 billion. The Fund uses a “multi-manager” approach whereby the Fund’s assets are allocated to two or more Investment Advisors, in percentages determined at the discretion of Northern Trust Investments. Each Investment Advisor acts independently from the others and uses its own distinct investment style in recommending securities. Each Investment Advisor must operate within the constraints of the Fund’s investment objective, strategies and restrictions and subject to the general supervision of Northern Trust Investments.

When determining the allocations and reallocations to the Investment Advisors, Northern Trust Investments will consider a variety of factors, including but not limited to the Investment Advisor’s style, historical performance and characteristics of allocated assets (including capitalization, growth and profitability measures, valuation metrics, economic sector exposures, and earnings and volatility statistics).

Investment Guidelines and Restrictions. Although the assets of the Large Cap Equity Fund are generally invested in common stocks and other equity-type securities, including convertible securities, the Fund may invest in non-equity securities, including investment grade bonds and debentures and high quality short-term instruments. The Fund will not invest more than 20% of its assets in non-equity securities or in companies that do not have large capitalizations, except for temporary defensive purposes.

The Large Cap Equity Fund may invest in securities of U.S. companies or foreign companies whose stocks are traded on U.S. stock exchanges or over-the-counter markets. Many foreign securities are available through dollar-denominated American Depositary Receipts, which we refer to as ADRs, which are issued by domestic banks and represent interests in foreign securities. ADRs are traded on U.S. stock exchanges or over-the-counter markets. The Fund may invest in foreign securities directly or through ADRs. The Fund may not make an investment if that investment would cause more than 20% of the portion of the Fund’s assets for which a particular Investment Advisor’s advice is obtained to be invested in foreign securities, including ADRs, determined at the time of purchase.

For temporary defensive purposes, the Fund may invest without limitation in U.S. Government Obligations, short-term commercial paper and other short-term instruments. The Fund would invoke this right only in extraordinary circumstances, such as war, the closing of equity markets, an extreme financial calamity, or the threat of any such event. If the Fund invokes this right, the Fund may be less likely to achieve its investment objective. To the extent the Fund is invested in U.S. Government Obligations, short-term commercial paper and other short-term instruments, the Fund is also subject to the risks associated with such investments, as more fully described under “Stable Asset Return Fund—Risk Factors—Credit Risk.”

Risk Factors. Equity Markets Risk. By investing in the U.S. equity markets, the Large Cap Equity Fund is subject to a variety of market and financial risks. Common stocks, the most familiar type of equity security, represent an equity (ownership) interest in a corporation. Although common stocks and other equity securities have a history of long-term growth in value, their prices may fluctuate dramatically in the short term in response to changes in market conditions, interest rates and other company, political and economic developments. The Unit price of the Large Cap Equity Fund could be volatile, and holders of Units in the Fund should be able to tolerate sudden, sometimes substantial, declines in the value of their investment. No assurance can be given that investors will be protected from the risks inherent in equity investing.

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Risks of Foreign Investing. Investments by the Large Cap Equity Fund in foreign securities may involve special risks in addition to the risks associated with domestic securities generally. These include risks relating to political or economic conditions in foreign countries, potentially less stringent investor protection, disclosure standards and settlement procedures of foreign markets, potentially less liquidity of foreign markets, potential applicability of withholding or other taxes imposed by these countries, and currency exchange fluctuations. These factors could make foreign investments more volatile.

Risks of Securities Lending Undertaken by the Large Cap Equity Fund. The Large Cap Equity Fund is subject to the risks associated with the lending of securities, including the risks associated with defaults by the borrowers of such securities and the credit, liquidity and other risks arising out of the investment of cash collateral received from the borrowers. See “Risk Factors Relating Generally to the Program—Risks Related to Securities Lending.”

Risks of Investment in Derivative Instruments. The Large Cap Equity Fund is subject to the risks associated with the use of derivatives to the extent the Fund is permitted to use them. See “Derivative Instruments.”

Portfolio Turnover. As the level of portfolio turnover increases, transaction expenses incurred by the Fund, such as brokerage commissions, increase, which may adversely affect the Fund’s performance. The portfolio turnover rate for the Fund may be higher than the rates for comparable funds with a single portfolio manager. Each of the Fund’s Investment Advisors makes recommendations to buy or sell securities independently from other Investment Advisors. Thus, one Investment Advisor for the Fund may be selling a security when another Investment Advisor for the Fund is purchasing that same security. Additionally, when the Fund replaces an Investment Advisor, the new Investment Advisor may restructure the investment portfolio, which may increase the Fund’s portfolio turnover rate. The Investment Advisors will not consider portfolio turnover a limiting factor in making investment decisions for the Fund. A high portfolio turnover rate (100% of more) is likely to involve higher brokerage commissions and other transaction costs, which could reduce the Fund’s return. Portfolio turnover of the Fund was 5541% for the twelve months ended December 31, ~~2011~~2012 and ~~118~~55% for the twelve months ended December 31, ~~2010~~2011.

Investment Advisors. The Fund utilizes a “multi-manager” approach whereby the Fund’s assets are allocated to two or more Investment Advisors, in percentages determined at the discretion of Northern Trust Investments. Each Investment Advisor acts independently from the others and uses its own distinct style in recommending securities. Each Investment Advisor has investment discretion and makes all determinations with respect to the investment of assets of the Fund allocated to it, subject to the Fund’s objectives, guidelines and restrictions and the general supervision of Northern Trust Investments.

Northern Trust Investments determines the percentage of the assets of the Fund to be allocated to each Investment Advisor. Income and gains attributable to the assets allocated to each Investment Advisor remain allocated to that portion unless and until reallocated by Northern Trust Investments, and any differences in relative investment performance of the Investment Advisors of the Fund can change the percentage of total assets of the Fund comprising each portion. Northern Trust Investments allocates contributions and transfers to, and withdrawals and transfers from, the Large Cap Equity Fund between the Investment Advisors of the Fund in a manner intended to achieve the targeted allocations of the Fund’s assets.

Northern Trust Investments has retained the ~~following~~ organizations described below to serve as Investment Advisors to provide investment advice ~~and~~ and arrange for the execution of purchases and sales of securities for the Large Cap Equity Fund. As of December 31, ~~2011~~2012, approximately 22%, 2726%, 1920% and 29% of the assets of the Large Cap Equity Fund were allocated to, respectively, Columbus Circle Investors, Delaware Investment Advisers, Jennison Associates LLC and C.S. McKee, L.P. Northern Trust Investments may, in the future and at its discretion, employ other investment advisors to provide investment advice with respect to the Fund or portions thereof.

60Columbus Circle Investors, which we refer to as CCI. CCI is located at One Station Place, Stamford, Connecticut 06902 and was founded in 1975. In January 2005, Principal Global Investors acquired a 70% interest in CCI; the remainder of CCI is owned by employees of the firm. As of December 31, 2012, CCI had approximately $15.0 billion of assets under management.

~~Columbus~~Delaware ~~Circle~~Investment ~~Investors~~Advisers, which we refer to as ~~CCI~~Delaware Investments. ~~CCI~~Delaware Investments is located at ~~One~~2005 ~~Station~~Market ~~Place~~Street, ~~Stamford~~ Philadelphia, ~~Connecticut~~Pennsylvania ~~06902~~19103. Delaware Investments refers to Delaware Management Holdings, Inc. and ~~was~~its subsidiaries and traces its roots to an investment consulting firm founded in ~~1975~~1929. ~~In January~~ ~~2005~~Delaware Management Holdings, ~~Principal~~Inc. ~~Global~~is ~~Investors~~an ~~acquired~~indirect asubsidiary ~~70%~~of ~~interest~~Macquarie inGroup ~~CCI;~~Limited, ~~the~~a ~~remainder~~Sydney, Australia-headquartered global provider of ~~CCI~~banking, isfinancial, ~~owned~~advisory, byinvestment, ~~employees~~and offund ~~the~~management ~~firm~~services. As of December 31, ~~2011~~2012, ~~CCI~~Delaware Investments had approximately $14179.30 billion of assets under management.

~~Delaware~~Jennison ~~Investment~~Associates ~~Advisers~~LLC, which we refer to as ~~Delaware Investments, a series~~ ofJennison. ~~Delaware~~Jennison ~~Management Business Trust a SEC-registered investment adviser,~~ is located at ~~2005~~466 ~~Market~~Lexington ~~Street~~Avenue, ~~Philadelphia~~New York, ~~Pennsylvania~~New ~~19103.~~York ~~Delaware~~10017 ~~Investments refers to Delaware Management Holdings, Inc.~~ and ~~its~~was ~~subsidiaries and traces its roots to an investment consulting firm~~ founded in ~~1929~~1969. ~~Delaware~~Jennison ~~Management Holdings, Inc.~~ is an indirect wholly-owned subsidiary of ~~Macquarie~~Prudential ~~Group~~Financial, ~~Limited~~Inc., a ~~Sydney, Australia~~full-~~headquartered~~scale global ~~provider~~financial ofservices ~~banking,~~organization ~~financial,~~located at ~~advisory~~751 Broad Street, ~~investment~~Newark, ~~and~~New Jersey ~~fund management services~~07012. As of December 31, ~~2011~~2012, ~~Delaware~~Jennison ~~Investments~~ had approximately $~~165~~156.5 billion of assets under management. Jennison also serves as an Investment Advisor to the Stable Asset Return Fund.

~~Jennison~~C.S. ~~Associates~~McKee, ~~LLC~~L.P., which we refer to as ~~Jennison~~C.S. ~~Jennison~~McKee. C.S. McKee is located at ~~466~~One ~~Lexington~~Gateway ~~Avenue~~Center, ~~New York~~Pittsburgh, ~~New~~Pennsylvania ~~York~~15222. ~~10017~~Founded in ~~and~~1931, ~~was~~C.S. ~~founded~~McKee inis ~~1969~~an employee-owned institutional investment advisor. ~~Jennison~~In is1987, anC.S. ~~indirect~~McKee became a wholly-owned subsidiary of ~~Prudential~~United ~~Financial,~~Asset ~~Inc.~~Management Corporation, awhich ~~full-scale~~was ~~global~~purchased ~~financial~~by ~~services~~London-based ~~organization~~Old ~~located~~Mutual atPLC ~~751~~in ~~Broad~~2000. ~~Street,~~In ~~Newark~~2001, ~~New Jersey~~the ~~07012~~firm was repurchased by its employees. As of December 31, ~~2011~~2012, ~~Jennison~~C.S. McKee had approximately $~~135~~13.75 billion of assets under management. ~~Jennison~~ ~~also serves as an Investment Advisor to the Stable Asset Return Fund.~~

C.S. McKee, L.P., which we refer to as C.S. McKee. C.S. McKee is located at One Gateway Center, Pittsburgh, Pennsylvania 15222. Founded in 1931, C.S. McKee is an employee-owned institutional investment advisor. In 1987, C.S. McKee became a wholly-owned subsidiary of United Asset Management Corporation, which was purchased by London-based Old Mutual PLC in 2000. In 2001, the firm was repurchased by its employees. As of December 31, 2011, C.S. McKee had approximately $12.1 billion of assets under management.

SMALL-MID CAP EQUITY FUND

Investment Objective. The investment objective of the Small-Mid Cap Equity Fund is to achieve long-term growth of capital. Any income received is incidental to this objective. There can be no assurance that the Small-Mid Cap Equity Fund will achieve its investment objective.

Strategy. The Small-Mid Cap Equity Fund seeks to outperform, over extended periods of time, broad measures of the U.S. stock market through investing primarily in common stocks of small to medium capitalization companies believed to be attractively priced relative to their future earnings power. The Fund invests primarily in common stocks and other equity-type securities of U.S. companies with market capitalizations, at the time of purchase, of between $100 million and $20 billion. The Fund uses a “multi-manager” approach whereby the Fund’s assets are allocated to two or more Investment Advisors, in percentages determined at the discretion of Northern Trust Investments. Each Investment Advisor acts independently from the others and uses its own distinct investment style in recommending securities. Each Investment Advisor must operate within the constraints of the Fund’s investment objective, strategies and restrictions and subject to the general supervision of Northern Trust Investments.

Investment Guidelines and Restrictions. Although the assets of the Small-Mid Cap Equity Fund generally will be invested in common stocks and other equity-type securities, including convertible securities, the Fund may invest in non-equity securities, including investment grade bonds and debentures and high quality short-term instruments. The Fund will not invest more than 20% of its assets (determined at the time of purchase) in non-equity securities or in companies with capitalizations outside the small-mid cap range, except for temporary defensive purposes.

61The Small-Mid Cap Equity Fund may invest in securities of U.S. companies or foreign companies whose stocks are traded on U.S. stock exchanges or over-the-counter markets. For many foreign securities, there are dollar-denominated ADRs, which are issued by domestic banks and represent interests in foreign securities.

~~The Small-Mid Cap Equity Fund may invest in securities of U.S. companies or foreign~~ ~~companies~~ADRs ~~whose stocks~~ are traded on U.S. stock exchanges or over-the-counter markets. For many foreign securities, there are dollar-denominated ADRs, which are issued by domestic banks and represent interests in foreign securities. ADRs are traded on U.S. stock exchanges or over-the-counter markets. The Fund may invest in foreign securities directly and through ADRs. The Fund may not make an investment if that investment would cause more than 20% of the portion of the Fund’s assets for which a particular Investment Advisor’s advice is obtained to be invested in foreign securities, including ADRs, determined at the time of purchase.

Risk Factors. Equity Markets Risk. By investing in the U.S. equity markets, the Small-Mid Cap Equity Fund is subject to a variety of market and financial risks. Common stocks, the most familiar type of equity security, represent an equity (ownership) interest in a corporation. Although common stocks and other equity securities have a history of long-term growth in value, their prices may fluctuate dramatically in the short term in response to changes in market conditions, interest rates and other company, political and economic developments. The Unit price of the Small-Mid Cap Equity Fund could be volatile, and holders of Units in the Fund should be able to tolerate sudden, sometimes substantial, declines in the value of their investment. No assurance can be given that investors will be protected from the risks inherent in equity investing. The Fund is intended to be a long-term investment vehicle and is not designed to provide a means to speculate on short-term U.S. stock market movements.

Generally, the Small-Mid Cap Equity Fund poses a greater risk to principal than the other domestic equity Managed Funds. Investors should consider their investments in the Fund as relatively long-term and involving high risk to principal commensurate with potential for substantial gains. There is no certainty regarding which companies and industries will in fact experience capital growth, and such companies and industries may lose their potential for capital growth at any time.

Risk of Investing in Medium-Sized and Smaller Companies. Typically, investments in medium-sized and smaller companies have greater market and financial risk than larger, more diversified companies. These companies are often dependent on one or two products in rapidly changing industries and may be more vulnerable to competition from larger companies with greater resources and to economic conditions that affect their market sectors. Consistent earnings for such companies may not be as likely as they would be for more established companies. These companies may not have adequate resources to react optimally to change or to exploit opportunities. Smaller companies may also be more dependent on access to equity markets to raise capital than larger companies that have a greater ability to support relatively larger debt burdens. The securities of smaller companies may be held primarily by insiders or institutional investors, which may have an impact on their marketability. These securities may be more volatile than the overall market. Relatively new companies and companies that have recently made an initial public offering may be perceived by the market as unproven. The Small-Mid Cap Equity Fund’s focus on appreciation potential will result in an emphasis on securities of companies that may pay little or no dividends and reinvest all or a significant portion of their earnings. The low expected dividend level may also contribute to greater than average volatility.

Risks of Foreign Investing. Investments by the Small-Mid Cap Equity Fund in foreign securities may involve special risks in addition to the risks associated with domestic securities generally. These include risks relating to political or economic conditions in foreign countries, potentially less stringent investor protection, disclosure standards and settlement procedures of foreign markets, potentially less liquidity of foreign markets, potential applicability of withholding or other taxes imposed by these countries, and currency exchange fluctuations. These factors could make foreign investments more volatile.

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disclosure standards and settlement procedures of foreign markets, potentially less liquidity of foreign markets, potential applicability of withholding or other taxes imposed by these countries, and currency exchange fluctuations. These factors could make foreign investments more volatile.

Risks of Securities Lending Undertaken by the Small-Mid Cap Equity Fund. The Small-Mid Cap Equity Fund is subject to the risks associated with the lending of securities, including the risks associated with defaults by the borrowers of such securities and the credit, liquidity and other risks arising out of the investment of cash collateral received from the borrowers. See “Risk Factors Relating Generally to the Program—Risks Related to Securities Lending.”

Risks of Investment in Derivative Instruments. The Small-Mid Cap Equity Fund is subject to the risks associated with the use of derivatives to the extent the Fund is permitted to use them. See “Derivative Instruments.”

Portfolio Turnover. As the level of portfolio turnover increases, transaction expenses incurred by the Fund, such as brokerage commissions, increase, which may adversely affect the Small-Mid Cap Equity Fund’s performance. The portfolio turnover rate for the Fund may be higher than the rates for comparable funds with a single portfolio manager. Each of the Fund’s Investment Advisors makes recommendations to buy or sell securities independently from other Investment Advisors. Thus, one Investment Advisor for the Fund may be selling a security when another Investment Advisor for the Fund is purchasing that same security. Additionally, when the Fund replaces an Investment Advisor, the new Investment Advisor may restructure the investment portfolio, which may increase the Fund’s portfolio turnover rate. The Investment Advisors will not consider portfolio turnover a limiting factor in making investment decisions for the Fund. A high portfolio turnover rate (100% of more) is likely to involve higher brokerage commissions and other transaction costs, which could reduce the Fund’s return. Portfolio turnover of the Fund was ~~116~~63% for the twelve months ended December 31, ~~2011~~2012 and ~~104~~116% for the twelve months ended December 31, ~~2010~~2011.

Investment Advisors. The Fund utilizes a “multi-manager” approach whereby the Fund’s assets are allocated to two or more Investment Advisors, in percentages determined at the discretion of Northern Trust Investments. Each Investment Advisor has investment discretion and makes all determinations with respect to the investment of assets of the Fund allocated to it, subject to the Fund’s objective, guidelines and restrictions and the general supervision of Northern Trust Investments.

Northern Trust Investments determines the percentage of the assets of the Fund to be allocated to each Investment Advisor. Income and gains attributable to the assets allocated to each Investment Advisor remain allocated to that portion unless and until reallocated by Northern Trust Investments, and any differences in relative investment performance of the Investment Advisors of the Fund can change the percentage of total assets of the Fund comprising each portion. Northern Trust Investments allocates contributions and transfers to, and withdrawals and transfers from, the Small-Mid Cap Equity Fund between the Investment Advisors of the Fund in a manner intended to achieve the targeted allocations of the Fund’s assets.

Northern Trust Investments has retained the ~~following~~ organizations described below to serve as Investment Advisors to provide investment advice and arrange for the execution of purchases and sales of securities for the Small-Mid Cap Equity Fund. On December 27, 2012, Northern Trust Investments terminated TCW Investment Management Company as an investment advisor to the Fund. On February 22, 2013, Northern Trust Investments terminated Allianz Global Investors Capital LLC as an investment advisor to the Fund and engaged Cortina Asset Management LLC to begin providing investment advisory services with respect to a portion of the Fund on or about March 12, 2013. As of ~~December~~March 3112, ~~2011~~2013, ~~approximately~~the ~~15%,~~target 10allocations for the Small-Mid Cap Equity Fund are 20%, 15%, 1510%, 920%, 1015%, 1410% and 910% of the ~~assets~~ assets of the ~~Small-Mid Cap Equity~~ Fund, ~~were~~ allocated to, respectively, Cortina Asset Management, LLC, Denver Investment Advisors LLC, Frontier Capital Management Co. LLC, Lombardia Capital Partners, LLC, LSV Asset Management, ~~Allianz Global Investors Capital LLC,~~ Riverbridge Partners, and Systematic Financial Management, L.P. ~~and TCW Investment Management Company.~~ Northern Trust Investments may, in the future and at its discretion, employ other investment advisors to provide investment advice with respect to the Fund or portions thereof.

~~Denver~~66 Investment Advisors LLC (d/b/a Denver Investments), which we refer to as DIA. DIA is located at 1225 17th Street, Denver, Colorado 80202 and was founded in 1958. The firm is 100% employee owned. Ownership in the firm is divided among 30 investment professionals, with no one person owning greater than 10%. As of December 31, 2011, DIA had approximately $9.4 billion of assets under management.

~~Frontier~~Allianz ~~Capital~~Global ~~Management~~Investors ~~Co.~~Capital LLC, which we refer to as ~~Frontier~~AGI Capital. ~~Frontier~~AGI isCapital ~~located at~~was 99formed ~~Summer~~from ~~Street,~~the ~~Boston~~integration of three affiliates, ~~Massachusetts~~Oppenheimer ~~02110.~~Capital ~~Founded~~LLC in(“OpCap” ~~1980~~founded 1969), ~~the~~Nicholas-Applegate ~~firm~~Capital ~~has~~Management ~~managed~~LLC ~~growth~~(“Nicholas-~~oriented~~Applegate” ~~portfolios~~founded ~~since~~1984) ~~its~~and ~~inception.~~NEJD ~~Frontier~~Investment ~~largely~~Group ~~serves~~(“NEJD” ~~institutional~~founded 1989). ~~clients~~On July 1, ~~which~~2010, ~~represent~~all ~~approximately~~employees ~~90%~~of Nicholas-Applegate and OpCap became employees of AGI Capital, and the ~~firm’s~~transition ~~assets~~of ~~under~~ management. ~~The~~of ~~remaining~~client ~~10%~~assets isfrom ~~comprised~~Nicholas-Applegate ~~largely~~and ofOpCap ~~non-institutional~~to ~~clients~~AGI Capital was initiated. AGI Capital has offices located in New York, ~~primarily~~Dallas ~~high~~and ~~net-worth~~San ~~individuals~~Diego. InThe ~~2000,~~New ~~Frontier~~York ~~became~~office anis ~~affiliate~~located at 1345 Avenue of ~~Affiliated~~the ~~Managers~~Americas, ~~Group~~New York, ~~Inc~~NY 10105. As of December 31, ~~2011~~2012, ~~Frontier~~AGI Capital had approximately $953.05 billion of assets under management, which includes NEJD assets.

~~Lombardia~~Cortina ~~Capital~~Asset ~~Partners~~Management, LLC, which we refer to as ~~Lombardia~~Cortina. ~~Lombardia’s headquarters~~Cortina ~~are~~is located at 55825 ~~South~~North ~~Lake~~Jefferson ~~Avenue~~Street, Suite ~~750~~ 400, ~~Pasadena~~Milwaukee, ~~California~~Wisconsin ~~91101.~~53202 ~~Lombardia~~and was ~~founded~~formed in ~~1989 and specializes in U~~2004.S. ~~and~~Cortina’s ~~non-U.S.~~primary ~~value equities. Lombardia currently has six~~ investment ~~strategies:~~focus ~~Small~~is ~~Cap~~in ~~Value,~~equity ~~Mid Cap Value~~securities, ~~Large~~particularly ~~Cap~~stocks ~~Value,~~of ~~All~~companies ~~Cap~~with ~~Value,~~smaller ~~International~~market ~~Equity Value and Global Equity Value~~capitalization. ~~Lombardia is 100% owned by its employees.~~ As of December 31, ~~2011~~2012, ~~Lombardia~~Cortina had approximately $2.72 billion of assets under management.

~~LSV~~Denver ~~Asset~~Investment ~~Management,~~Advisors LLC (d/b/a Denver Investments), which we refer to as ~~LSV~~DIA. ~~LSV~~DIA is located at ~~155~~1225 ~~North Wacker Drive~~17th Street, ~~Suite 4600~~Denver, ~~Chicago,~~Colorado ~~Illinois~~80202 ~~60606,~~ and was founded in ~~1994~~1958. ~~LSV is a Delaware general partnership.~~ The ~~general~~firm ~~partnership~~ is 59100% ~~collectively~~employee owned. byOwnership in the ~~seventeen~~firm ~~employee-partners~~is ofdivided ~~LSV.~~among ~~SEI~~28 ~~Funds~~investment professionals, ~~Inc.~~with ~~owns~~no ~~the~~one ~~remaining~~person 41owning greater than 13% as of ~~the~~January 1, ~~firm~~2013. As of December 31, ~~2011~~2012, ~~LSV~~DIA had approximately $579.6 billion of assets under management. ~~LSV also serves as an Investment Advisor to the International All Cap Equity Fund.~~

~~Allianz~~Frontier ~~Global~~Capital ~~Investors~~Management ~~Capital~~Co. LLC, which we refer to as ~~AGI Capital~~Frontier. ~~AGI~~Frontier ~~Capital~~is ~~was~~located ~~formed~~at ~~from~~99 ~~the~~Summer ~~integration~~Street, ~~of three affiliates~~Boston, ~~Oppenheimer~~Massachusetts ~~Capital~~02110. ~~LLC~~Founded ~~(“OpCap”~~in ~~founded 1969)~~1980, ~~Nicholas-Applegate~~ ~~Capital~~the ~~Management~~firm ~~LLC~~has ~~(“Nicholas~~managed growth-~~Applegate”~~oriented ~~founded~~portfolios since ~~1984)~~its ~~and~~inception. ~~NFJ~~Frontier ~~Investment~~largely ~~Group~~serves ~~(“NFJ”~~institutional ~~founded 1989). On July 1~~clients, ~~2010,~~which ~~all~~represent ~~employees~~approximately of90% ~~Nicholas-Applegate and OpCap became employees~~ of ~~AGI Capital, and~~ the ~~transition~~firm’s ~~of management of client~~ assets ~~from~~under ~~Nicholas-Applegate and OpCap to AGI Capital was initiated~~management. ~~AGI~~The ~~Capital~~remaining ~~has~~10% ~~offices~~is ~~located~~comprised inlargely ~~New~~of ~~York~~non-institutional clients, ~~Dallas~~primarily ~~and~~high ~~San Diego~~net-worth individuals. ~~The~~In ~~New~~2000, ~~York~~Frontier ~~office~~became isan ~~located~~affiliate ~~at 1345 Avenue~~ of ~~the~~Affiliated ~~Americas,~~Managers ~~New York~~Group, NY ~~10105~~Inc. As of December 31, ~~2011~~2012, ~~AGI~~Frontier ~~Capital~~ had approximately $469.47 billion of assets under management~~, which includes NFJ assets~~.

~~Riverbridge~~Lombardia Capital Partners, LLC, which we refer to as ~~Riverbridge~~Lombardia. ~~Riverbridge~~Lombardia’s isheadquarters are located at ~~801~~55 ~~Nicollet~~South ~~Mall~~Lake Avenue, Suite ~~600~~ 750, ~~Minneapolis~~Pasadena, ~~Minnesota~~California ~~55402~~91101. ~~Riverbridge~~Lombardia was founded in ~~1987~~1989 and isspecializes anin ~~investment~~U.S. ~~manager for institutions~~ and ~~high~~non-U.S. ~~net~~value ~~worth individuals~~equities. ~~Throughout~~Lombardia ~~its~~is ~~history,~~100% ~~Riverbridge~~owned ~~has~~by ~~remained~~its ~~an employee owned firm~~employees. As of December 31, ~~2011~~2012, ~~Riverbridge~~Lombardia had approximately $2.69 billion of assets under management.

~~Systematic~~LSV ~~Financial~~Asset Management, ~~L.P.,~~ which we refer to as ~~Systematic~~LSV. ~~Systematic~~LSV is located at ~~300~~155 ~~Frank~~North W.Wacker ~~Burr Blvd.~~Drive, ~~Glenpointe~~Suite ~~East~~4600, ~~7th Floor~~Chicago, ~~Teaneck, New Jersey~~ ~~07666~~Illinois 60606 and was founded in ~~1982~~1994. InLSV ~~1995,~~is a ~~majority~~Delaware ~~stake~~general inpartnership. ~~the~~The ~~firm~~general ~~was~~partnership ~~sold~~is to60% ~~Affiliated~~collectively ~~Managers~~owned ~~Group~~by the twenty employee-partners of LSV. SEI Funds, Inc., aowns ~~publicly~~the ~~traded~~remaining ~~company~~40% of the firm. As of December 31, ~~2011~~ 2012, ~~Systematic~~LSV had approximately $1165.0 billion of assets under management. LSV also serves as an Investment Advisor to the International All Cap Equity Fund.

~~TCW~~Riverbridge ~~Investment Management Company~~Partners, which we refer to as ~~TCW~~Riverbridge. ~~TCW~~Riverbridge is located at ~~865~~801 ~~South~~Nicollet ~~Figueroa Street~~Mall, ~~Los~~Suite ~~Angeles~~600, ~~California~~ ~~90017~~Minneapolis, ~~and~~Minnesota 55402. Riverbridge was founded in ~~1971.~~1987 Inand ~~July~~is ~~2001, TCW became~~ an ~~indirect~~investment ~~subsidiary~~manager for ofinstitutions ~~Société~~and ~~Generale~~high ~~Asset~~net ~~Management,~~worth ~~the~~individuals. ~~asset~~Throughout ~~management~~its ~~division of Société Generale~~history, ~~S.A.~~Riverbridge ~~(“SG”).~~has SGremained ~~indirectly~~an ~~owns 80%~~employee ofowned ~~the equity interest in TCW~~firm. ~~The remaining 20% is held by Amundi Group.~~ As of December 31, ~~2011~~2012, ~~TCW~~Riverbridge had approximately $~~117~~3.82 billion of assets under management.

64Systematic Financial Management, L.P., which we refer to as Systematic. Systematic is located at 300 Frank W. Burr Blvd., Glenpointe East, 7th Floor, Teaneck, New Jersey 07666 and was founded in 1982. In 1995, a majority stake in the firm was sold to Affiliated Managers Group, Inc., a publicly traded company. As of December 31, 2012, Systematic had approximately $11.6 billion of assets under management.

INTERNATIONAL ALL CAP EQUITY FUND

Investment Objective. The investment objective of the International All Cap Equity Fund is to achieve long-term growth of capital. There can be no assurance that the International All Cap Equity Fund will achieve its investment objective.

Strategy. The International All Cap Equity Fund seeks to achieve, over an extended period of time, total returns comparable to or superior to broad measures of international (non-U.S.) stock markets through investing in a diversified portfolio of primarily non-U.S. equity securities. The Fund will invest at least 80% of its assets in equity securities of companies domiciled outside the United States. The Fund may invest in companies of any size located in a number of countries throughout the world. Investing abroad increases the opportunities available to investors. Common stocks of foreign companies offer a way to seek long-term growth of capital. Many foreign countries may have greater potential for economic growth than the United States. Foreign investments also provide ~~effective~~ diversification for an all-U.S. portfolio, since historically their returns have not been tightly correlated with U.S. stocks over long time periods. Investing a portion of a portfolio in foreign stocks may enhance diversification while providing the potential to increase long-term capital appreciation. The International All Cap Equity Fund seeks to diversify investments broadly among developed and emerging countries. The Fund uses a “multi-manager” approach whereby the Fund’s assets are allocated to two or more Investment Advisors, in percentages determined at the discretion of Northern Trust Investments. Each Investment Advisor acts independently from the others and uses its own distinct investment style in recommending securities. Each Investment Advisor must operate within the constraints of the Fund’s investment objective, strategies and restrictions and subject to the general supervision of Northern Trust Investments.

When determining the allocations and reallocations to the Investment Advisors, Northern Trust Investments will consider a variety of factors, including but not limited to the Investment Advisor’s style, historical performance and the characteristics of each Investment Advisor’s allocated assets (including capitalization, growth and profitability measures, valuation metrics, economic sector exposures, and earnings and volatility statistics).

As of December 31, ~~2011~~2012, the International All Cap Equity Fund was invested in securities of companies domiciled in approximately 3740 countries. Under exceptional economic or market conditions abroad, the International All Cap Equity Fund may temporarily invest all or a major portion of its assets in U.S. Government Obligations or debt obligations of U.S. companies of the type described under “Stable Asset Return Fund—Investment Guidelines and Restrictions—U.S. Government Obligations.” The Fund would invoke this right only in extraordinary circumstances, such as war, the closing of equity markets, an extreme financial calamity, or the threat of any such event. If the Fund invokes this right, the Fund may be less likely to achieve its investment objective. To the extent the Fund is invested in U.S. Government Obligations, short-term commercial paper and other short-term instruments, the Fund is also subject to the risks associated with such investments, as more fully described under “Stable Asset Return Fund—Risk Factors—U.S. Government Obligations.”

Investment Guidelines and Restrictions. In seeking to accomplish its objective, the International All Cap Equity Fund will invest primarily in common stocks of non-U.S. domiciled companies and in a variety of other equity-related securities of such companies, such as preferred stocks, warrants and convertible securities of such foreign companies, as well as foreign corporate and governmental debt securities (when considered consistent with its investment objective). The securities of non-U.S. companies may be held by the Fund directly or indirectly through ADRs, Global Depositary Receipts or European Depositary Receipts. The International All Cap Equity Fund may invest in fixed income securities when, in light of economic conditions and the general level of stock prices, dividend rates, prices of fixed income securities and the level of interest rates, it appears that the International All Cap Equity Fund’s investment objective will not be met by buying equity securities. Under normal conditions, the International All Cap Equity Fund’s investments in securities other than common stocks and other equity-related securities are limited to no more than 20% of total assets.

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The International All Cap Equity Fund will normally conduct its foreign currency exchange transactions, if any, either on a cash basis at the spot rate prevailing in the foreign currency exchange market or through entering into forward contracts to purchase or sell foreign currencies. See “Derivative Instruments.”

Risk Factors. Equity Markets Risk. The Fund’s Unit price can fall because of weakness in one or more of its primary equity markets, a particular industry, or specific holdings. Equity markets can decline for many reasons, including adverse political or economic developments, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, the investment assessment of companies held in the Fund may prove incorrect, resulting in losses or poor performance even in rising markets.

Currency Risk. Currency risk refers to a decline in the value of a foreign currency versus the value of the U.S. dollar, which reduces the U.S. dollar value of securities denominated in that currency. The overall impact on the Fund’s holdings can be significant, unpredictable and long-lasting, depending on the currencies represented in the Fund’s portfolio and how each one appreciates or depreciates in relation to the U.S. dollar and whether currency positions are hedged. Under normal conditions, the Fund will not engage in extensive foreign currency hedging programs. Exchange rate movements are unpredictable and it is not possible to effectively hedge the currency risks of many developing countries.

Political and Economic Factors. The economic and political structures of developing nations, in most cases, do not compare favorably with the United States or other developed countries in terms of wealth and stability and their financial markets often lack liquidity. Therefore, investments in these emerging countries are riskier, and may be subject to erratic and abrupt price movements. Even investments in countries with highly developed economies are subject to risk. For example, prices of Japanese stocks suffered a steep decline during much of the 1990s. Moreover, while some countries have made progress in economic growth, liberalization, fiscal discipline and political and social stability, there is no assurance these trends will continue. Investment in these markets is, therefore, significantly riskier than investment in other markets.

The economies of some of the countries in which the Fund may invest may rely heavily on particular industries and be more vulnerable to the ebb and flow of international trade, trade barriers and other protectionist or retaliatory measures. Some countries have legacies of hyperinflation and currency devaluations versus the U.S. dollar, particularly Russia, many Latin American nations and several Asian countries. Investments in countries that have recently begun moving away from central planning and state-owned industries toward free markets should be regarded as speculative.

Some of the countries in which the Fund may invest have histories of instability and upheaval that could cause their governments to act in a detrimental or hostile manner toward private enterprise or foreign investment. Governmental actions such as capital or currency controls, nationalization of an industry or company, expropriation of assets, or imposition of high taxes could have an adverse effect on security prices and impair the International All Cap Equity Fund’s ability to repatriate capital or income. Significant external risks currently affect some emerging countries. Governments in many emerging market countries participate to a significant degree in the countries’ economies and securities markets.

Other Risks of Foreign Investing. Some of the countries in which the Fund may invest lack uniform accounting, auditing and financial reporting standards, have less governmental supervision of financial markets than in the United States, do not honor legal rights enjoyed in the United States and have settlement practices which may subject the International All Cap Equity Fund to risks of loss not customary in U.S. markets. In addition, securities markets in some countries have substantially lower trading volumes than U.S. markets, resulting in less liquidity and more volatility than experienced in the United States.

Pricing. Portfolio securities may be listed on foreign exchanges that are open on days (such as Saturdays or U.S. legal holidays) when the International All Cap Equity Fund does not compute its prices. As a result, the Fund’s net asset value may be significantly affected by trading on days when transactions in Units of the Fund do not occur.

Risks of Securities Lending Undertaken by the International All Cap Equity Fund. The International All Cap Equity Fund is subject to the risks associated with the lending of securities, including the risks associated with defaults by the borrowers of such securities and the credit, liquidity and other risks arising out of the investment of cash collateral received from the borrowers. See “Risk Factors Relating Generally to the Program—Risks Related to Securities Lending.”

Investing in International Stocks. Like U.S. stock investments, common stocks of foreign companies offer investors a way to build capital over time. Nevertheless, the long-term rise of foreign stock prices as a group has been punctuated by periodic declines. Share prices of all companies, even the best managed and most profitable, whether U.S. or foreign, are subject to market risk, which means they can fluctuate widely. The volatility of emerging markets may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect stock prices and, therefore, the Fund’s Unit price. For this reason, investors in foreign stocks should have a long-term investment horizon and be willing to wait out declining markets. The International All Cap Equity Fund should not be relied upon as a complete investment program or used as a means to speculate on short-term swings in the stock or foreign exchange markets.

The values of foreign fixed-income securities fluctuate in response to changes in U.S. and foreign interest rates. Income received by the International All Cap Equity Fund from sources within foreign countries may also be reduced by withholding and other taxes imposed by those countries, although tax conventions between some countries and the United States may reduce or eliminate these taxes. Any taxes paid by the International All Cap Equity Fund will reduce the net income earned by the Fund. The Fund’s Investment Advisors will consider available yields, net of any required taxes, in selecting foreign dividend paying securities.

In addition, short-term movements in currency exchange rates could adversely impact the availability of funds to pay for redemptions of Units of the International All Cap Equity Fund. For example, if the exchange rate for a currency declines after a security has been sold to provide funds for a redemption from the Fund but before those funds are translated into U.S. dollars, it could be necessary to liquidate additional portfolio securities in order to finance the redemption.

Risks of Investment in Derivative Instruments. The International All Cap Equity Fund is subject to the risks associated with the use of derivatives to the extent the Fund is permitted to use them. See “Derivative Instruments.”

Restriction on Transfer into Fund. The International All Cap Equity Fund restricts a participant’s ability to make more than one transfer into the Fund within any 45 calendar day period. See “Transfers Among Investment Options and Withdrawals—Frequent Trading; Restrictions on Transfer.”

Portfolio Turnover. As the level of portfolio turnover increases, transaction expenses incurred by the International All Cap Equity Fund, such as brokerage commissions, increase, which may adversely affect the Fund’s performance. The portfolio turnover rate for the Fund may be higher than the rates for comparable funds with a single portfolio manager. Each of the Fund’s Investment Advisors makes recommendations to buy or sell securities independently from other Investment Advisors. Thus, one Investment Advisor for the Fund may be selling a security when another Investment Advisor for the Fund is purchasing that same security. Additionally, when the Fund replaces an Investment Advisor, the new Investment Advisor may restructure the investment portfolio, which may increase the Fund’s portfolio turnover rate. The Investment Advisors will not consider portfolio turnover a limiting factor in making investment decisions for the Fund. A high portfolio turnover rate (100% or more) is likely to involve higher brokerage commissions and other transaction costs, which could reduce the Fund’s return. Portfolio turnover for the Fund was 101% for the twelve months ended December 31, 2012 and 45% for the twelve months ended December 31, 2011.

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(100% or more) is likely to involve higher brokerage commissions and other transaction costs, which could reduce the Fund’s return. Portfolio turnover for the Fund was 45% for the twelve months ended December 31, 2011 and 102% for the twelve months ended December 31, 2010.

Investment Advisors. The Fund utilizes a “multi-manager” approach whereby the Fund’s assets are allocated to two or more Investment Advisors, in percentages determined at the discretion of Northern Trust Investments. Each Investment Advisor has investment discretion and makes all determinations with respect to the investment of assets of the Fund allocated to it, subject to the Fund’s objectives, guidelines and restrictions and the general supervision of Northern Trust Investments.

Northern Trust Investments determines the percentage of the assets of the Fund to be allocated to each Investment Advisor. Income and gains attributable to the assets allocated to each Investment Advisor remain allocated to that portion unless and until reallocated by Northern Trust Investments, and any differences in relative investment performance of the Investment Advisors of the Fund can change the percentage of total assets of the Fund comprising each portion. Northern Trust Investments allocates contributions and transfers to, and withdrawals and transfers from, the International All Cap Equity Fund between the Investment Advisors of the Fund in a manner intended to achieve the targeted allocations of the Fund’s assets.

Northern Trust Investments has retained the ~~following~~ organizations todescribed below to serve as Investment Advisors to provide investment advice and arrange for the execution of purchases and sales of securities for the International All Cap Equity Fund. As of December 31, ~~2011~~2012 approximately 22%, 15%, 2223%, 22% and 15% of the assets of the International All Cap Equity Fund were allocated to, respectively, Altrinsic Global Advisors, LLC, Eagle Global Advisors LLC, First State Investments International Limited, LSV Asset Management and Martin Currie Inc. On or about April 25, 2012, Northern Trust Investments replaced Martin Currie Inc. with American Century Investment Management Inc. as Investment Advisor to provide investment advice with respect to Martin Currie Inc.’s respective portion of the Fund. On or about June 11, 2012, Northern Trust Investments replaced Eagle Global Advisors, LLC with William Blair & Company L.L.C. as Investment Advisor to provide investment advice with respect to Eagle Global Advisors, LLC’s respective portion of the Fund. Northern Trust Investments may, in the future and at its discretion, employ other investment advisors to provide investment advice with respect to the Fund or portions thereof.

Altrinsic Global Advisors, LLC, which we refer to as Altrinsic. Altrinsic is located at 8 Sound Shore Drive, Greenwich, Connecticut 06830. Altrinsic is an employee—controlled and majority-owned firm that was established in 2000 to focus solely on global and international investment management on behalf of institutional investors around the world. As of December 31, ~~2011~~2012, Altrinsic had approximately $1012.76 billion of assets under management.

~~Eagle~~American ~~Global~~Century ~~Advisors~~Investment ~~LLC,~~Management Inc., which we refer to as ~~Eagle~~ American Century. ~~Eagle~~American Century is located at ~~5847~~4500 ~~San~~Main ~~Felipe~~Street, ~~Houston~~Kansas City, ~~Texas~~Missouri ~~77057~~64111. ~~Eagle~~American Century is ana ~~independent,~~privately-held ~~employee owned~~ investment management firm ~~offering~~founded ~~global,~~in ~~U.S.~~1958 ~~equity~~and servicing investment professionals, institutions, corporations and ~~international~~individual ~~equity~~investors ~~investment~~through ~~management~~a ~~services.~~variety ~~The~~of ~~firm~~actively ismanaged ~~100%~~investment ~~employee owned~~disciplines and an array of products. As of December 31, ~~2011~~2012, ~~Eagle~~American Century had approximately $3124.26 billion of assets under management.

First State Investments International Limited, which we refer to as First State. First State is located at 23 St. Andrew Square, Edinburgh, Scotland. First State is the international asset management division of Commonwealth Bank of Australia. As of December 31, ~~2011~~2012, First State had approximately $4962.15 billion of assets under management.

LSV Asset Management, which we refer to as LSV. LSV is located at 155 North Wacker Drive, Suite 4600, Chicago, Illinois 60606, and was founded in 1994. LSV is a Delaware general partnership. The general partnership is 5960% collectively owned by the ~~seventeen~~twenty employee-partners of LSV. SEI Funds, Inc. owns the remaining 4140% of the firm. As of December 31, ~~2011~~2012, LSV had approximately $5765.60 billion of assets under management. LSV also serves as an Investment Advisor to the ~~Small-Mid~~International All Cap Equity Fund.

~~Martin~~William ~~Currie~~Blair ~~Inc.~~Investment Management, which we refer to as ~~Martin~~William ~~Currie~~Blair. ~~Martin~~William ~~Currie~~Blair is located at 20222 ~~Castle~~West ~~Terrace~~Adams Street, ~~Edinburgh~~Chicago, ~~Scotland~~Illinois 60606. ~~Martin~~William ~~Currie manages~~Blair ais ~~variety~~the of international ~~equity~~asset ~~strategies~~management division ~~for~~of ~~clients~~William ~~around~~Blair & ~~the~~Company, ~~world~~L. ~~The firm is independent and majority employee owned~~L.C., Asconsisting of ~~December 31,~~the ~~2011~~institutional, ~~Martin~~mutual ~~Currie~~fund ~~had~~and ~~approximately~~private ~~$8.6~~wealth ~~billion of assets under~~ management.

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~~Transfer Restrictions~~ businesses. ~~The~~ ~~International~~William ~~All~~Blair ~~Cap~~provides ~~Equity~~portfolio ~~Fund~~management ~~maintains~~for ~~a transfer~~international, ~~policy~~domestic ~~that~~and ~~restricts~~global anequities, ~~Investor’s~~domestic ~~ability~~fixed toincome, ~~make~~multi-asset ~~more~~and ~~than~~alternatives ~~one~~organized ~~transfer~~by ~~into~~geographies, ~~the International All Cap Equity Fund within any 45 calendar day period. There is no restriction on an Investor’s ability to make transfers out~~market ofcapitalizations ~~the~~and ~~Fund~~styles. ~~Northern~~An ~~Trust~~independent ~~Investments~~and ~~has~~employee-owned ~~adopted~~firm, ~~this~~William ~~policy~~Blair ~~for~~is ~~the~~based ~~International~~in ~~All~~Chicago, ~~Cap~~with ~~Equity~~office ~~Fund~~locations toin ~~prevent~~11 ~~disruptions~~cities toincluding ~~the~~London, ~~Fund~~New ~~that~~York, ~~could~~Shanghai ~~potentially~~and ~~affect~~Zurich. ~~the~~As ~~investment performance~~ of ~~the~~December 31, ~~Fund.~~2012, ~~For~~William ~~more~~Blair ~~information~~had ~~regarding this~~approximately ~~policy,~~$49.6 ~~see~~billion ~~“Transfers~~in ~~Among~~assets ~~Investment~~under ~~Options and Withdrawals—Frequent Trading; Restrictions on Transfers~~management.”

Transfer Restrictions. The International All Cap Equity Fund maintains a transfer policy that restricts an Investor’s ability to make more than one transfer into the International All Cap Equity Fund within any 45 calendar day period. There is no restriction on an Investor’s ability to make transfers out of the Fund on any Business Day. Northern Trust Investments has adopted this policy for the International All Cap Equity Fund to prevent disruptions to the Fund that could potentially affect the investment performance of the Fund. For more information regarding this policy, see “Transfers Among Investment Options and Withdrawals—Frequent Trading; Restrictions on Transfers.”

GLOBAL ALL CAP EQUITY FUND

Investment Objective. The investment objective of the Global All Cap Equity Fund is to achieve long-term growth of capital. Any income received is incidental to this objective. There can be no assurance that the Global All Cap Equity Fund will achieve its investment objective.

Strategy. The Global All Cap Equity Fund seeks to achieve, over an extended period of time, total returns comparable to or superior to an appropriate combination of broad measures of global stock markets by investing primarily in equity securities of companies located throughout the world, including those domiciled in the U.S. The Global All Cap Equity Fund invests a portion of its assets in the common stocks and other equity-type securities of U.S. companies with market capitalizations in excess of $100 million at the time of purchase. The Fund also invests in non-U.S. companies of any size located in a number of countries throughout the world. The combination of investments in U.S. companies and companies domiciled abroad is intended to provide diversification, because historically their returns have not been tightly correlated over long time periods. By investing in both, the Fund couples the growth generally associated with U.S. companies and the potential for greater economic growth generally associated with investments in foreign and emerging countries. The Global All Cap Equity Fund varies the portion of its assets invested in equity securities of U.S. companies and companies domiciled outside the United States to achieve the Fund’s investment objective based upon economic conditions domestic and abroad, the general level of common stock prices, the respective sizes of worldwide equity markets and other relevant considerations.

The Fund uses a “multi-manager” approach whereby the Fund’s assets are allocated directly or indirectly to two or more Investment Advisors, in percentages determined at the discretion of Northern Trust Investments. Each Investment Advisor acts independently from the others and uses its own distinct investment style in recommending securities. Each Investment Advisor must operate within the constraints of the Fund’s investment objective, strategies and restrictions and subject to the general supervision of Northern Trust Investments.

Investment Guidelines and Restrictions. The Global All Cap Equity Fund invests directly or indirectly in varying degrees, as described above, in the common stock and other equity-type securities of U.S. companies and ~~foreign~~non-U.S. companies, including convertible securities, non-equity securities, preferred stocks and warrants, as well as foreign corporate and governmental debt securities (when considered consistent with its investment objective). The securities of non-U.S. companies may be held by the Fund directly or indirectly through ADRs, Global Depositary Receipts or European Depositary Receipts. The Global All Cap Equity Fund’s investments in non-U.S. domiciled companies may take the form of fixed income securities when and if the economic conditions and the general level of stock prices, dividend rates, prices of fixed income securities and level of interest rates suggest ~~the Fund’s objective will not be met by buying equity securities.~~

~~For~~72 temporary defensive purposes, the Fund may invest without limitation in U.S. Government Obligations, short-term commercial paper and other short-term instruments. The Fund would invoke this right only in extraordinary circumstances, such as war, the closing of equity markets, an extreme financial calamity, or the

~~threat of any such event~~non-U.S. Ifdomiciled ~~the~~companies ~~Fund~~may ~~invokes~~take ~~this right,~~ the ~~Fund~~form ~~may~~of befixed ~~less~~income ~~likely~~securities towhen ~~achieve~~and ~~its~~if ~~investment~~the ~~objective.~~economic Toconditions ~~the~~and ~~extent~~ the ~~Fund~~general islevel ~~invested~~of instock ~~U.S.~~prices, ~~Government~~dividend ~~Obligations~~rates, ~~short-~~ ~~term~~prices ~~commercial~~of ~~paper~~fixed income securities and ~~other~~level ~~short-term~~of ~~instruments,~~interest ~~the~~rates ~~Fund~~suggest ~~is also subject to~~ the ~~risks~~Fund’s ~~associated~~objective ~~with~~will ~~such~~not ~~investments,~~be asmet ~~more~~by ~~fully~~buying ~~described~~equity ~~under “Stable Asset Return Fund—Risk Factors—Credit Risk~~securities.”

For temporary defensive purposes, the Fund may invest without limitation in U.S. Government Obligations, short-term commercial paper and other short-term instruments. The Fund would invoke this right only in extraordinary circumstances, such as war, the closing of equity markets, an extreme financial calamity, or the threat of any such event. If the Fund invokes this right, the Fund may be less likely to achieve its investment objective. To the extent the Fund is invested in U.S. Government Obligations, short- term commercial paper and other short-term instruments, the Fund is also subject to the risks associated with such investments, as more fully described under “Stable Asset Return Fund—Risk Factors—Credit Risk.”

The Global All Cap Equity Fund will normally conduct its foreign currency exchange transactions, if any, either on a cash basis at the spot rate prevailing in the foreign currency exchange market or through entering into forward contracts to purchase or sell foreign currencies. See “Derivative Instruments.”

Risk Factors. Equity Markets Risk. The Fund’s Unit price can fall because of weakness in one or more of its primary equity markets, a particular industry, or specific holdings. Equity markets can decline for many reasons, including adverse political or economic developments, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, the investment assessment of companies held in the Fund may prove incorrect, resulting in losses or poor performance even in rising markets. The Unit price of the Global All Cap Equity Fund could be volatile, and holders of Units in the Fund should be able to tolerate sudden, sometimes substantial, declines in the value of their investment. No assurance can be given that investors will be protected from the risks inherent in equity investing. The Fund is intended to be a long-term investment vehicle and is not designed to provide a means to speculate on short-term U.S. ~~and~~or ~~foreign~~non-U.S. stock market movements.

Risk of Investing in Medium-Sized and Smaller Companies. Typically, investments in medium-sized and smaller companies have greater market and financial risk than larger, more diversified companies. These companies may not have adequate resources to react optimally to exploit opportunities. Smaller companies may also be more dependent on access to equity markets to raise capital than larger companies that have a greater ability to support relatively larger debt burdens. The securities of smaller companies may be held primarily by insiders or institutional investors, which may have an impact on their marketability.

Risks of Foreign Investing. Investments by the Global All Cap Equity Fund in foreign securities may involve special risks in addition to the risks associated with domestic securities generally. These include risks relating to political or economic conditions in foreign countries, potentially less stringent investor protection, disclosure standards and settlement procedures of foreign markets, potential applicability of withholding or other taxes imposed by these countries, and currency exchange fluctuations. These factors could make foreign investments more volatile. Some of the countries in which the Fund may invest lack uniform accounting, auditing and financial reporting standards, have less governmental supervision of financial markets than in the United States, do not honor legal rights enjoyed in the United States and have settlement practices which may subject the Global All Cap Equity Fund to risks of loss not customary in U.S. markets. In addition, securities markets in some countries have substantially lower trading volumes than U.S. markets, resulting in less liquidity and more volatility than experienced in the United States.

~~Risks~~73 of Securities Lending Undertaken by the Global All Cap Equity Fund. The Global All Cap Equity Fund is subject to the risks associated with the lending of securities, including the risks associated with defaults by the borrowers of such securities and the credit, liquidity and other risks arising out of the investment of cash collateral received from the borrowers. See “Risk Factors Relating Generally to the Program—Risks Related to Securities Lending.”

subject the Global All Cap Equity Fund to risks of loss not customary in U.S. markets. In addition, securities markets in some countries have substantially lower trading volumes than U.S. markets, resulting in less liquidity and more volatility than experienced in the United States.

Risks of Securities Lending Undertaken by the Global All Cap Equity Fund. The Global All Cap Equity Fund is subject to the risks associated with the lending of securities, including the risks associated with defaults by the borrowers of such securities and the credit, liquidity and other risks arising out of the investment of cash collateral received from the borrowers. See “Risk Factors Relating Generally to the Program—Risks Related to Securities Lending.”

Risks of Investment in Derivative Instruments. The Global All Cap Equity Fund is subject to the risks associated with the use of derivatives to the extent the Fund is permitted to use them. See “Derivative Instruments.”

Some of the countries in which the Fund may invest have histories of instability and upheaval that could cause their governments to act in a detrimental or hostile manner toward private enterprise or foreign investment. Governmental actions such as capital or currency controls, nationalization of an industry or company, expropriation of assets, or imposition of high taxes could have an adverse effect on security prices and impair the Global All Cap Equity Fund’s ability to repatriate capital or income. Significant external risks currently affect some emerging countries. Governments in many emerging market countries participate to a significant degree in the countries’ economies and securities markets.

Other Risks of Foreign Investing. Some of the countries in which the Fund may invest lack uniform accounting, auditing and financial reporting standards, have less governmental supervision of financial markets than in the United States, do not honor legal rights enjoyed in the United States and have settlement practices which may subject the Global All Cap Equity Fund to risks of loss not customary in U.S. markets. In addition, securities markets in some countries have substantially lower trading volumes than U.S. markets, resulting in less liquidity and more volatility than experienced in the United States.

Pricing. Portfolio securities may be listed on foreign exchanges that are open on days (such as Saturdays or U.S. legal holidays) when the Global All Cap Equity Fund does not compute its prices. As a result, the Fund’s net asset value may be significantly affected by trading on days when transactions in Units of the Fund do not occur.

Risks of Securities Lending Undertaken by the Global All Cap Equity Fund. The Global All Cap Equity Fund is subject to the risks associated with the lending of securities, including the risks associated with defaults by the borrowers of such securities and the credit, liquidity and other risks arising out of the investment of cash collateral received from the borrowers. See “Risk Factors Relating Generally to the Program—Risks Related to Securities Lending.”

The values of foreign fixed-income securities fluctuate in response to changes in U.S. and foreign interest rates. Income received by the Global All Cap Equity Fund from sources within foreign countries may also be reduced by withholding and other taxes imposed by those countries, although tax conventions between some countries and the United States may reduce or eliminate these taxes. Any taxes paid by the Global All Cap Equity Fund will reduce the net income earned by the Fund. The Fund’s Investment Advisors will consider available yields, net of any required taxes, in selecting foreign dividend paying securities.

In addition, short-term movements in currency exchange rates could adversely impact the availability of funds to pay for redemptions of Units of the Global All Cap Equity Fund. For example, if the exchange rate for a currency declines after a security has been sold to provide funds for a redemption from the Fund but before those funds are translated into U.S. dollars, it could be necessary to liquidate additional portfolio securities in order to finance the redemption.

Restriction on Transfer into Fund. The Fund restricts a participant’s ability to make more than one transfer into the Fund within any 45 calendar day period. See “Transfers Among Investment Options and Withdrawals—Frequent Trading; Restrictions on Transfer.”

Portfolio Turnover. As the level of portfolio turnover increases, transaction expenses incurred directly or indirectly by the Global All Cap Equity Fund, such as brokerage commissions, increase, which may adversely affect the Fund’s performance. Portfolio turnover depends on the types and proportions of the Fund’s assets and may change frequently in accordance with market conditions. The portfolio turnover rate for the three other ~~funds~~Funds inthrough which the Global All Cap Equity Fund invests its assets, as described below, may be higher than the rates for comparable funds with a single portfolio manager. Each of the Investment Advisors to such underlying ~~funds~~Funds makes recommendations to buy or sell securities independently from other Investment Advisors. Thus, one such Investment Advisor may be selling a security when another Investment Advisor is purchasing that same security. Additionally, when an underlying ~~fund~~Fund replaces an Investment Advisor, the new Investment Advisor may restructure such ~~fund~~Fund’s investment portfolio, which may increase such ~~fund~~Fund’s portfolio turnover rate. The Investment Advisors will not consider portfolio turnover a limiting factor in making investment decisions. A high portfolio turnover rate (100% of more) is likely to involve higher brokerage commissions and other transaction costs, which could reduce the return. The portfolio turnover of the Global All Cap Equity Fund will reflect purchases and sales by the Fund of shares of the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund through which the Fund invests its assets, rather than the portfolio turnover rate of these underlying ~~funds~~Funds. The portfolio turnover rate for the Large Cap Equity Fund was 5540% for the ~~twelve~~period ~~months~~from ~~ended~~commencement ~~December 31,~~of ~~2011~~operations ~~and~~on ~~118%~~January 17, ~~for~~2012 ~~the~~to ~~twelve months ended~~ December 31, ~~2010~~2012. The portfolio turnover rate for the Small-Mid Cap Equity Fund was ~~116~~61% for the ~~twelve~~period ~~months~~from ~~ended~~commencement ~~December 31,~~of ~~2011~~operations ~~and~~on ~~104%~~January 17, 2012 ~~for~~to ~~the twelve months ended~~ December 31, ~~2010~~2012. The portfolio turnover rate for the International All Cap Equity Fund was 45100% for the ~~twelve~~period ~~months~~from ~~ended~~commencement ~~December 31,~~of ~~2011~~operations ~~and~~on ~~102%~~January 17, ~~for~~2012 ~~the~~to ~~twelve months ended~~ December 31, ~~2010~~2012.

Investment Advisors. The portion of the Global All Cap Equity Fund invested primarily in common stock and other equity-type securities of U.S. companies is invested through the Large Cap Equity Fund (currently targeted at approximately 3635%), with respect to which Northern Trust has retained the Investment Advisors set forth in “Large Cap Equity Fund—Investment Advisors”, and through the Small-Mid Cap Equity Fund (currently targeted at approximately 5%), with respect to which Northern Trust has retained the Investment Advisors set forth in “Small-Mid Cap Equity Fund—Investment Advisors.” The portion of the Global All Cap Equity Fund invested primarily in common stock and other equity-type securities of non-U.S. domiciled companies (currently targeted at approximately 59%), is invested through the International All Cap Equity Fund, with respect to which Northern Trust has retained Investment Advisors set forth in “International All Cap Equity Fund—Investment Advisors.” For information regarding the investment objectives, guidelines and restrictions of the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund, respectively, see “Large Cap Equity Fund,” “Small-Mid Cap Equity Fund” and “International All Cap Equity Fund”.

~~Transfer~~75 Restrictions. The Global All Cap Equity Fund maintains a transfer policy that restricts an Investor’s ability to make more than one transfer into the Global All Cap Equity Fund within any 45 calendar day period. There is no restriction on an Investor’s ability to make transfers out of the Fund. Northern Trust Investments has adopted this policy for the Global All Cap Equity Fund to prevent disruptions to the Fund that could potentially affect the investment performance of the Fund. For more information regarding this policy, see “Transfers Among Investment Options and Withdrawals—Frequent Trading; Restrictions on Transfers.”

targeted at approximately 5%), with respect to which Northern Trust has retained the Investment Advisors set forth in “Small-Mid Cap Equity Fund—Investment Advisors.” The portion of the Global All Cap Equity Fund invested primarily in common stock and other equity-type securities of non-U.S. domiciled companies (currently targeted at approximately 60%), is invested through the International All Cap Equity Fund, with respect to which Northern Trust has retained Investment Advisors set forth in “International All Cap Equity Fund—Investment Advisors.” For information regarding the investment objectives, guidelines and restrictions of the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund, respectively, see “Large Cap Equity Fund,” “Small-Mid Cap Equity Fund” and “International All Cap Equity Fund”.

Transfer Restrictions. The Global All Cap Equity Fund maintains a transfer policy that restricts an Investor’s ability to make more than one transfer into the Global All Cap Equity Fund within any 45 calendar day period. There is no restriction on an Investor’s ability to make transfers out of the Fund on any Business Day. Northern Trust Investments has adopted this policy for the Global All Cap Equity Fund to prevent disruptions to the Fund that could potentially affect the investment performance of the Fund. For more information regarding this policy, see “Transfers Among Investment Options and Withdrawals—Frequent Trading; Restrictions on Transfers.”

INDEX FUNDS

Assets contributed or held under the Program are also eligible for investment in the following six Index Funds, each of which is designed to replicate the investment performance of a specific securities index. The All Cap Index Equity Fund was established in September 1995. The Collective Trust established the other five Index Funds as investment options in early 2009. State Street Bank serves as Investment Advisor to each of the Index Funds. State Street Global Advisors, which we refer to as SSgA, is the investment management division of State Street Bank and maintains various index funds into which the Index Funds invest.

BOND INDEX FUND

Investment Objective. The investment objective of the Bond Index Fund is to replicate, after taking into account Fund expenses, the total rate of return of the Barclays Capital U.S. Aggregate Bond Index by investing generally in securities included in such Index. There can be no assurance that the Bond Index Fund will achieve its investment objective.

Strategy. The Fund invests in U.S. Government Obligations and U.S. dollar-denominated corporate debt securities, mortgage-backed securities, commercial mortgage-backed securities and asset-backed securities. The Fund is managed duration-neutral to the Barclays Capital U.S. Aggregate Bond Index. The overall sector and quality weightings of the Fund are matched to those of the benchmark, with individual security selection based upon security availability and State Street Bank’s analysis of the security’s impact on the portfolio’s weightings. The Fund may seek to gain securities exposure by entering into TBA commitments. Barclays Capital and Barclays Bank PLC, which sponsor the Barclays Capital U.S. Aggregate Bond Index, do not sponsor the Bond Index Fund, and are not affiliated in any way with the Bond Index Fund.

Investment Guidelines and Restrictions. The Bond Index Fund invests primarily in securities representative of the investment grade bond market in the U.S. However, the Bond Index Fund may invest temporarily and without limitation for defensive purposes in short-term fixed-income securities. These securities may be used to invest uncommitted cash balances or to maintain liquidity to provide for redemptions. Northern Trust Investments will not cause the Bond Index Fund to make any investment that is inconsistent with the restrictions applicable to the Bond Index Fund described under “Information with Respect to the Funds—Investment Prohibitions.” The Bond Index Fund concentrates in particular industries to the extent the Barclays Capital U.S. Aggregate Bond Index concentrates in those industries, and the Bond Index Fund may engage in ~~transactions~~ in derivatives, including, but not limited to, CMOs and other derivative instruments to the extent included in the Barclays Capital U.S. Aggregate Bond Index. The Bond Index Fund will not borrow money except as a temporary measure for extraordinary or emergency purposes or to facilitate redemptions (not for leveraging or investment).

transactions in derivatives, including, but not limited to, CMOs and other derivative instruments to the extent included in the Barclays Capital U.S. Aggregate Bond Index. The Bond Index Fund will not borrow money except as a temporary measure for extraordinary or emergency purposes or to facilitate redemptions (not for leveraging or investment).

Risk Factors. Interest Rate Risk Applicable to Investment in Fixed-Income Securities. The Bond Index Fund, to the extent invested in longer-term fixed-income securities, is subject to the risks associated with investing in such instruments. Fixed-income securities such as bonds are issued to evidence loans that investors make to corporations and governments, either foreign or domestic. If prevailing interest rates fall, the market value of fixed-income securities that trade on a yield basis tends to rise. On the other hand, if prevailing interest rates rise, the market value of fixed-income securities generally will fall. In general, the shorter the maturity, the lower the yield but the greater the price stability. These factors may have an effect on the Unit price of the Bond Index Fund. A change in the level of interest rates will tend to cause the net asset value per Unit of the Bond Index Fund to change. If such interest rate changes are sustained over time, the yield of the Bond Index Fund will fluctuate accordingly.

Credit Risk Applicable to Investment in Fixed-Income Securities. Fixed-income securities, including corporate bonds, also are subject to credit risk. When a security is purchased, its anticipated yield is dependent on the timely payment by the borrower of each interest and principal installment. Credit analysis and bond ratings take into account the relative likelihood that such timely payment will result. Bonds with a lower credit rating tend to have higher yields than bonds of similar maturity with a better credit rating. However, to the extent the Bond Index Fund should hold securities with medium or lower credit qualities, they are subject to a higher level of credit risk than investments that invest only in investment-grade securities. In addition, the credit quality of noninvestment-grade securities is considered speculative by recognized ratings agencies with respect to the issuer’s continuing ability to pay interest and principal. Lower-grade securities may have less liquidity and a higher incidence of default than higher-grade securities. Furthermore, as economic, political and business developments unfold, lower-quality bonds, which possess lower levels of protection with respect to timely payment, usually exhibit more price fluctuation than do higher-quality bonds of like maturity.

Risks of Investment in Derivative Instruments. The Bond Index Fund is subject to the risks associated with the use of derivatives to the extent the Fund is permitted to use them. See “Derivative Instruments.”

TBA Commitments. The Bond Index Fund may enter into TBA commitments to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price for the security that is the subject of a TBA commitment has been established at the time of commitment, the principal amount has not been finalized. However, the amount of the TBA commitment will not fluctuate more than 1.0% from the principal amount. The Fund holds, and maintains until the settlement date, cash or liquid securities in an amount sufficient to meet the purchase price. TBA commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date. Risks may also arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts. During the period prior to settlement, the Fund will not be entitled to accrue interest or receive principal payments. Unsettled TBA commitments are valued at the current market value of the underlying securities. The Fund may dispose of a commitment prior to settlement if deemed appropriate to do so. Upon settlement date, the Fund may take delivery of the securities or defer the delivery to the next month. The Bond Index Fund may also purchase or sell securities on a when-issued or delayed delivery basis. For information regarding risks involved in these activities, see “Stable Asset Return Fund—Risk Factors—‘When-Issued’ Securities.”

Tracking Error Risk and Risks Associated with Index Investing. Deviation of the performance of the Bond Index Fund from the performance of the Barclays Capital U.S. Aggregate Bond Index, known as “tracking error,” can result from various factors, including purchases and redemptions of Units of the Bond Index Fund or the underlying State Street Bank collective investment fund in which the Fund invests, as well as from the fees and expenses borne by the Bond Index Fund or such underlying fund. Such purchases and redemptions may necessitate the purchase or sale of securities by or on behalf of the Bond Index Fund and the resulting transaction costs may be substantial because of the number and the characteristics of the securities held. Tracking error may also occur due to factors such as the size of the Bond Index Fund or the underlying State Street Bank collective investment fund in which the Fund invests, changes made in the securities included in the Barclays Capital U.S. Aggregate Bond Index or the manner in which the performance of the Barclays Capital U.S. Aggregate Bond Index is calculated.

and expenses borne by the Bond Index Fund or such underlying fund. Such purchases and redemptions may necessitate the purchase or sale of securities by or on behalf of the Bond Index Fund and the resulting transaction costs may be substantial because of the number and the characteristics of the securities held. Tracking error may also occur due to factors such as the size of the Bond Index Fund or the underlying State Street Bank collective investment fund in which the Fund invests, changes made in the securities included in the Barclays Capital U.S. Aggregate Bond Index or the manner in which the performance of the Barclays Capital U.S. Aggregate Bond Index is calculated.

Risks Associated with Short-Term Debt Instruments. For information and risk factors associated with investing in short-term debt or cash-equivalent instruments, see “Stable Asset Return Fund—Risk Factors—Credit Risk.”

Portfolio Turnover. Ordinarily, the Bond Index Fund will sell securities only to reflect changes in the Barclays Capital U.S. Aggregate Bond Index or to accommodate cash flows into or out of the Fund. The Bond Index Fund seeks to create a portfolio which substantially replicates the total return of the Barclays Capital U.S. Aggregate Bond Index. The Bond Index Fund is not managed through traditional methods of fund management, which typically involve frequent changes in a portfolio of securities on the basis of economic, financial and market analyses. Therefore, brokerage costs, transfer taxes and other transaction costs for the Bond Index Fund may be lower than those incurred by non-index, actively managed funds.

Portfolio turnover of the Bond Index Fund was 1215% for the twelve months ended December 31, ~~2011~~2012 and 1612% for the twelve months ended December 31, ~~2010~~2011. This turnover reflects purchases and sales by the Fund of shares of the SSgA U.S. Bond Index Non-Lending Series Fund ~~Class A~~, the collective investment fund through which the Fund invests, rather than the turnover of the underlying portfolio of the collective investment fund. The portfolio turnover for the SSgA U.S. Bond Index Non-Lending Series Fund ~~Class A~~ was 4060% for the twelve months ended December 31, ~~2011~~2012 and ~~101~~40% for the twelve months ended December 31, ~~2010~~2011.

Investment Advisor. Northern Trust Investments has retained State Street Bank to serve as Investment Advisor with respect to the Bond Index Fund. The assets of the Bond Index Fund are invested indirectly through the SSgA U.S. Bond Index Non-Lending Series Fund, which is a collective investment fund maintained by State Street Bank and which in turn invests its assets indirectly through other collective investment funds maintained by State Street Bank, including the Long U.S. Government Index Non-Lending Fund, the Intermediate U.S. Government Index Non-Lending Fund, the Long-Credit Index Non-Lending Fund, the Intermediate Credit Index Non-Lending Fund, the Mortgage Backed Index Non-Lending Fund, the Asset Backed Index Non-Lending Fund, and the Commercial Mortgage Backed Index Non-Lending Fund. Northern Trust Investments may, in the future and at its discretion, employ other investment advisors to provide investment advice with respect to the Fund or portions thereof.

74State Street Bank is a Massachusetts chartered trust company and a wholly-owned subsidiary of State Street Corporation. SSgA is the investment management division of State Street Bank. As of December 31, 2012, State Street Bank had a total risk-based capital ratio of 19.1%, which is in excess of applicable regulatory minimum requirements for qualifying as a well-capitalized bank under the Federal Reserve Board’s risk-based capital rules. State Street Bank’s customers include mutual funds and other collective investment funds, corporate and public retirement plans, insurance companies, foundations, endowments and other investment pools, and investment managers. As of December 31, 2012, State Street Bank and its affiliates on a consolidated basis had approximately $24.2 trillion of assets under custody and administration and had approximately $2.1 trillion of assets under management. State Street Bank’s principal offices are located at One Lincoln Street, Boston, Massachusetts 02111.

the SSgA U.S. Bond Index Non-Lending Series Fund, which is a collective investment fund maintained by State Street Bank and which in turn invests its assets indirectly through other collective investment funds maintained by State Street Bank, including the Long U.S. Government Index Non-Lending Fund, the Intermediate U.S. Government Index Non-Lending Fund, the Long-Credit Index Non-Lending Fund, the Intermediate Credit Index Non-Lending Fund, the Mortgage Backed Index Non-Lending Fund, the Asset Backed Index Non-Lending Fund, and the Commercial Mortgage Backed Index Non- Lending Fund. Northern Trust Investments may, in the future and at its discretion, employ other investment advisors to provide investment advice with respect to the Fund or portions thereof.

State Street Bank is a Massachusetts chartered trust company and a wholly-owned subsidiary of State Street Corporation. SSgA is the investment management division of State Street Bank. As of December 31, 2011, State Street Bank had a total risk-based capital ratio of 19.6%, which is in excess of applicable regulatory minimum requirements for qualifying as a well-capitalized bank under the Federal Reserve Board’s risk-based capital rules. State Street Bank’s customers include mutual funds and other collective investment funds, corporate and public retirement plans, insurance companies, foundations, endowments and other investment pools, and investment managers. As of December 31, 2011, State Street Bank and its affiliates on a consolidated basis had approximately $21.8 trillion of assets under custody and administration and had approximately $1.9 trillion of assets under management. State Street Bank’s principal offices are located at One Lincoln Street, Boston, Massachusetts 02111.

The “Barclays Capital U.S. Aggregate Bond Index” is a trademark of Barclays Capital, a division of Barclays Bank PLC.

LARGE CAP INDEX EQUITY FUND

Investment Objective. The investment objective of the Large Cap Index Equity Fund is to replicate, after taking into account Fund expenses, the total rate of return of the S&P 500 by investing generally in securities included in such Index. There can be no assurance that the Large Cap Index Equity Fund will achieve its investment objective.

Strategy. The Large Cap Index Equity Fund invests in securities of U.S. companies included in the S&P 500. The Large Cap Index Equity Fund may also hold U.S. Government Obligations, short-term fixed-income securities, equity index futures, exchange traded funds and other similar derivative instruments as deemed appropriate by State Street Bank. The ~~Large~~ Large Cap Index Equity Fund, in addition to its equity investments, also maintains a position of generally less than 5% in unleveraged S&P 500 stock index futures contracts. The S&P 500 represents approximately 75% of the U.S. equity market ~~based~~ based on market capitalization. As of December 3031, ~~2011~~2012, the largest company in the S&P 500 had a market capitalization of approximately $~~406.27~~500 billion and the smallest such company had a market capitalization of approximately $1.2266 billion. ~~The~~ The S&P 500 is reconstituted on a periodic basis by the sponsor of the Index. Standard & Poor’s Financial Services LLC, which sponsors the S&P 500®, does not sponsor the Large Cap Index Equity Fund, and is not affiliated in any way with the Large Cap Index Equity Fund.

The Large Cap Index Equity Fund, in addition to its specified equity investments, may also engage in transactions in derivatives, including, but not limited to, financial futures (including interest rate futures), swaps and foreign currency forwards, options and futures instruments, CMOs and other derivative mortgage-backed securities or other investments as State Street Bank deems appropriate under the circumstances.

Investment Guidelines and Restrictions. The Large Cap Index Equity Fund invests primarily in units of common stocks of U.S. companies in the same capitalization weights as they appear in the S&P 500. However, the Large Cap Index Equity Fund may invest temporarily and without limitation for defensive purposes in short-term fixed-income securities. These securities may be used to invest uncommitted cash balances or to maintain liquidity to provide for redemptions. Northern Trust Investments will not cause the Large Cap Index Equity Fund to make an investment if that investment would cause the Large Cap Index Equity Fund to purchase warrants or make any other investment that is inconsistent with the restrictions applicable to the Large Cap Index Equity Fund described under “Information with Respect to the Funds—Investment Prohibitions.” The Large Cap Index Equity Fund concentrates in particular industries to the extent the S&P 500 concentrates in those industries. The Large Cap Index Equity Fund will not borrow money except as a temporary measure for extraordinary or emergency purposes or to facilitate redemptions (not for leveraging or investment).

liquidity to provide for redemptions. Northern Trust Investments will not cause the Large Cap Index Equity Fund to make an investment if that investment would cause the Large Cap Index Equity Fund to purchase warrants or make any other investment that is inconsistent with the restrictions applicable to the Large Cap Index Equity Fund described under “Information with Respect to the Funds—Investment Prohibitions.” The Large Cap Index Equity Fund concentrates in particular industries to the extent the S&P 500 concentrates in those industries. The Large Cap Index Equity Fund will not borrow money except as a temporary measure for extraordinary or emergency purposes or to facilitate redemptions (not for leveraging or investment).

Risk Factors. Equity Markets Risk. By investing in the U.S. equity market, the Large Cap Index Equity Fund is subject to a variety of market and financial risks. Common stocks, the most familiar type of equity security, represent an equity (ownership) interest in a corporation. Although common stocks and other equity securities have a history of long-term growth in value, their prices may fluctuate dramatically in the short term in response to changes in market conditions, interest rates and other company, political and economic developments. The Unit price of the Large Cap Index Equity Fund will fluctuate, and the holders of Units in the Large Cap Index Equity Fund should be able to tolerate declines, sometimes sudden or substantial, in the value of their investment. The Large Cap Index Equity Fund is intended to be a long-term investment vehicle and is not designed to provide a means to speculate on short-term U.S. stock market movements.

Risks of Investment in Derivative Instruments. The Large Cap Index Equity Fund is subject to the risks associated with the use of derivatives to the extent the Fund is permitted to use them. See “Derivative Instruments.”

Tracking Error Risk and Risks Associated with Index Investing. Deviation of the performance of the Large Cap Index Equity Fund from the performance of the S&P 500, known as “tracking error,” can result from various factors, including purchases and redemptions of Units of the Large Cap Index Equity Fund or the underlying ~~State Street Bank collective investment fund in which the Fund invests, as well as from the fees and expenses borne by the Large Cap Index Equity Fund or such~~ underlying fund. Such purchases and redemptions may necessitate the purchase or sale of securities by or on behalf of the Large Cap Index Equity Fund and the resulting transaction costs may be substantial because of the number and the characteristics of the securities held. Tracking error may also occur due to factors such as the size of the Large Cap Index Equity Fund or the underlying State Street Bank collective investment fund in which the Fund invests, changes made in the securities included in the S&P 500 or the manner in which the performance of the S&P 500 is calculated.

State Street Bank collective investment fund in which the Fund invests, as well as from the fees and expenses borne by the Large Cap Index Equity Fund or such underlying fund. Such purchases and redemptions may necessitate the purchase or sale of securities by or on behalf of the Large Cap Index Equity Fund and the resulting transaction costs may be substantial because of the number and the characteristics of the securities held. Tracking error may also occur due to factors such as the size of the Large Cap Index Equity Fund or the underlying State Street Bank collective investment fund in which the Fund invests, changes made in the securities included in the S&P 500 or the manner in which the performance of the S&P 500 is calculated.

Risks Associated with Short-Term Debt Instruments. For information and risk factors associated with investing in short-term debt or cash-equivalent instruments, see “Stable Asset Return Fund—Risk Factors—Credit Risk.”

Portfolio Turnover. Ordinarily, the Large Cap Index Equity Fund trades securities only to reflect changes in the S&P 500, to reinvest proceeds from corporate actions, dividends and interest payments or to accommodate cash flows into or out of the Fund. The Large Cap Index Equity Fund seeks to create a portfolio which substantially replicates the total return of the S&P 500. The Large Cap Index Equity Fund is not managed through traditional methods of fund management, which typically involve frequent changes in a portfolio of securities on the basis of economic, financial and market analyses. Therefore, brokerage costs, transfer taxes and other transaction costs for the Large Cap Index Equity Fund may be lower than those incurred by non-index, actively managed funds.

Portfolio turnover of the Large Cap Index Equity Fund was 219% for the twelve months ended December 31, ~~2011~~2012 and 2321% for the twelve months ended December 31, ~~2010~~2011. This turnover reflects purchases and sales by the Fund of shares of the SSgA S&P 500® Index Non-Lending Series Fund Class A, the collective investment fund through which the Fund invests, rather than the turnover of the underlying portfolio of the collective investment fund. The portfolio turnover for the SSgA S&P 500® Index Non-Lending Series Fund Class A was 54% for its fiscal year ended December 31, ~~2011~~2012 and 95% for its fiscal year ended December 31, ~~2010~~2011.

Investment Advisor. Northern Trust Investments has retained State Street Bank to serve as Investment Advisor with respect to the Large Cap Index Equity Fund. The assets of the Large Cap Index Equity Fund are invested indirectly through the SSgA S&P 500^® Index Non-Lending Series Fund, which is a collective investment fund maintained by State Street Bank. Northern Trust Investments may, in the future and at its discretion, employ other investment advisors to provide investment advice with respect to the Fund or portions thereof.

State Street Bank is a Massachusetts chartered trust company and a wholly-owned subsidiary of State Street Corporation. SSgA is the investment management division of State Street Bank. As of December 31, ~~2011~~2012, State Street Bank had a total risk-based capital ratio of 19.61%, which is in excess of applicable regulatory minimum requirements for qualifying as a well-capitalized bank under the Federal Reserve Board’s risk-based capital rules. State Street Bank’s customers include mutual funds and other collective investment funds, corporate and public retirement plans, insurance companies, foundations, endowments and other investment pools, and investment managers. As of December 31, ~~2011~~2012, State Street Bank and its affiliates on a consolidated basis had approximately $2124.82 trillion of assets under custody and administration and had approximately $12.9 1 trillion of assets under management. State Street Bank’s principal offices are located at One Lincoln Street, Boston, Massachusetts 02111.

“S&P 500^®” is a trademark of Standard & Poor’s Financial Services LLC. The Large Cap Index Equity Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s. Standard & Poor’s makes no representation or warranty, express or implied, to the owners of the product or any member of the public regarding the advisability of investing in securities generally or in the product particularly or the ability of the Fund to track general stock market performance. Standard & Poor’s only relationship to SSgA is the licensing of certain trademarks and trade names of Standard & Poor’s and of the S&P 500 which is determined, composed, and calculated by Standard & Poor’s without regard to SSgA or the Fund.

ALL CAP INDEX EQUITY FUND

Investment Objective. The investment objective of the All Cap Index Equity Fund is to replicate, after taking into account Fund expenses, the total rate of return of the Russell 3000^® Index by investing generally in securities included in such Index. There can be no assurance that the All Cap Index Equity Fund will achieve its investment objective.

Strategy. The All Cap Index Equity Fund invests in all of the common stocks included in the Russell 3000 Index with the possible exception of the companies in the Russell 3000 Index with the smallest capitalization. The Russell 3000 Index represents approximately 98% of the U.S. equity market based on market capitalization. As of December 31, ~~2011~~2012, the largest company had a market capitalization of approximately $~~418~~500 billion and the smallest company had a market capitalization of approximately $~~130~~101 million. The Russell 3000 Index is reconstituted on a periodic basis by the sponsor of the Index. Russell Investment Group, which sponsors the Russell 3000® Index, does not sponsor the All Cap Index Equity Fund, and is not affiliated in any way with the All Cap Index Equity Fund.

Investment Guidelines and Restrictions. The All Cap Index Equity Fund invests predominantly in common stocks of U.S. companies. However, the All Cap Index Equity Fund may invest temporarily and without limitation for defensive purposes in short-term fixed-income securities. These securities may be used to invest uncommitted cash balances or to maintain liquidity to provide for redemptions. Northern Trust Investments will not cause the All Cap Index Equity Fund to make an investment if that investment would cause the Fund to purchase warrants or make any other investment that is inconsistent with the restrictions applicable to the Fund described under “Information with Respect to the Funds—Investment Prohibitions.” The Fund concentrates in particular industries to the extent the Russell 3000 Index concentrates in those industries. The All Cap Index Equity Fund will not borrow money except as a temporary measure for extraordinary or emergency purposes or to facilitate redemptions (not for leveraging or investment).

Risk Factors. Equity Markets Risk. By investing in the U.S. equity market, the All Cap Index Equity Fund is subject to a variety of market and financial risks. Common stocks, the most familiar type of equity security, represent an equity (ownership) interest in a corporation. Although common stocks and other equity securities have a history of long-term growth in value, their prices may fluctuate dramatically in the short term in response to changes in market conditions, interest rates and other company, political and economic developments. The Unit price of the All Cap Index Equity Fund could be volatile, and holders of Units in the Fund should be able to tolerate sudden, sometimes substantial declines, in the value of their investment. No assurance can be given that investors will be protected from the risks inherent in equity investing. The Fund is intended to be a long-term investment vehicle and is not designed to provide a means to speculate on short-term U.S. stock market movements.

Companies with smaller capitalizations included in the Russell indices may have limited product lines, markets or financial resources, or may be dependent upon a small management group. Therefore, their securities may be subject to more abrupt or erratic market movements than larger, more established companies, both because their securities are typically traded in lower volume and because the companies are typically subject to a greater degree of changes in their earnings and prospects.

Tracking Error Risk and Risks Associated with Index Investing. Deviation of the performance of the All Cap Index Equity Fund from the performance of the Russell 3000 Index, known as “tracking error,” can result from various factors, including purchases and redemptions of Units of the Fund or the underlying State Street Bank collective investment fund in which the Fund invests, as well as from the fees and expenses borne by the Fund or such underlying fund. Such purchases and redemptions may necessitate the purchase or sale of securities by or on behalf of the All Cap Index Equity Fund and the resulting transaction costs may be substantial because of the number and the characteristics of the securities held. Tracking error may also occur due to factors such as the size of the All Cap Index Equity Fund or the underlying State Street Bank collective investment fund in which the Fund invests, changes made in the securities included in the Russell 3000 Index or the manner in which the performance of the Russell 3000 Index is calculated.

Risks of Investment in Derivative Instruments. The All Cap Index Equity Fund is subject to the risks associated with the use of derivatives to the extent the Fund is permitted to use them. See “Derivative Instruments.”

Portfolio Turnover. Ordinarily, an index fund trades securities only to reflect changes in the index in which it invests, to reinvest proceeds from corporate actions, dividends and interest payments or to accommodate cash flows into and out of the Fund. Portfolio turnover of the All Cap Index Equity Fund was 43% for the twelve months ended December 31, ~~2011~~2012 and 714% for the twelve months ended December 31, ~~2010~~2011. This turnover reflects purchases and sales by the Fund of shares of the SSgA Russell All Cap® Index Non-Lending Fund ~~Class A~~and the SSgA Russell All Cap® Index Securities Lending Series Fund, the collective investment ~~fund~~funds through which the Fund ~~invests~~invested during these periods or various portions thereof, rather than the turnover of the underlying portfolio of the collective investment ~~fund~~funds. The portfolio turnover for the SSgA Russell All Cap® Index Non-Lending Series Fund and the SSgA Russell All ~~Class A~~Cap® Index Securities Lending Series Fund each was 4% for the twelve months ended December 31, ~~2011~~2012 and 304% for the twelve months ended December 31, ~~2010~~2011.

Index funds seek to create a portfolio which substantially replicates the total return of the applicable index. Index funds are not managed through traditional methods of fund management, which typically involve frequent changes in a portfolio of securities on the basis of economic, financial and market analyses. Therefore, brokerage costs, transfer taxes and other transaction costs for index funds may be lower than those incurred by non-index, actively managed funds.

Investment Advisor. Northern Trust Investments has retained State Street Bank to serve as Investment Advisor with respect to the All Cap Index Equity Fund. The assets of the All Cap Index Equity Fund are invested indirectly through the SSgA Russell All Cap^® Index Non-Lending Series Fund, a collective investment fund maintained by State Street Bank. Northern Trust Investments may, in the future and at its discretion, employ other investment advisors to provide investment advice with respect to the Fund or portions thereof.

78State Street Bank is a Massachusetts chartered trust company and a wholly-owned subsidiary of State Street Corporation. SSgA is the investment management division of State Street Bank. As of December 31, 2012, State Street Bank had a total risk-based capital ratio of 19.1%, which is in excess of applicable regulatory minimum requirements for qualifying as a well-capitalized bank under the Federal Reserve Board’s risk-based capital rules. State Street Bank’s customers include mutual funds and other collective investment funds, corporate and public retirement plans, insurance companies, foundations, endowments and other investment pools, and investment managers. As of December 31, 2012, State Street Bank and its affiliates on a consolidated basis had approximately $24.2 trillion of assets under custody and administration and had approximately $2.1 trillion of assets under management. State Street Bank’s principal offices are located at One Lincoln Street, Boston, Massachusetts 02111.

Information about the Russell Indices. The criteria used by Frank Russell & Company to determine the initial list of securities eligible for inclusion in the Russell indices is total market capitalization adjusted for large private holdings and cross-ownership. Companies are not selected for inclusion in the Russell indices because they are expected to have superior stock price performance relative to the U.S. stock market in general or other stocks in particular. Frank Russell & Company makes no representation or warranty, implied or express, to any member of the public regarding the advisability of investing in the Russell 3000 Index or the ability of the Russell 3000 Index to track general market performance of large and small capitalization stocks.

“Russell 3000® Index” is a trademark of Russell Investment Group. The All Cap Index Equity Fund is not issued, underwritten, offered, sponsored, endorsed, sold or promoted by the Russell Investment Group. The Russell Investment Group makes no representation or warranty, express or implied, to the owners of the Fund or any member of the public regarding advisability of investing in the Fund. The Russell Investment Group’s only relationship with SSgA with respect to the described products is the calculation and certain servicing of the Russell 3000 Index. Russell Investment Group has no obligation to ~~take the needs of the owners of the Fund into~~ consideration in the calculating or servicing of the Russell 3000 Index. Russell Investment Group is not responsible for and has not participated in the determination of the prices at, or quantities of the Fund to be purchased or sold, or in the determination or calculation of the equation by which Units in the Fund are to be converted into cash. Russell Investment Group has no obligation or liability in connection with the administration, marketing, issuance, underwriting, or trading of the Fund.

take the needs of the owners of the Fund into consideration in the calculating or servicing of the Russell 3000 Index. Russell Investment Group is not responsible for and has not participated in the determination of the prices at, or quantities of the Fund to be purchased or sold, or in the determination or calculation of the equation by which Units in the Fund are to be converted into cash. Russell Investment Group has no obligation or liability in connection with the administration, marketing, issuance, underwriting, or trading of the Fund.

MID CAP INDEX EQUITY FUND

Investment Objective. The investment objective of the Mid Cap Index Equity Fund is to replicate, after taking into account Fund expenses, the total rate of return of the S&P MidCap 400 by investing generally in securities included in such Index. There can be no assurance that the Mid Cap Index Equity Fund will achieve its investment objective.

Strategy. The Mid Cap Index Equity Fund invests in securities of U.S. companies included in the S&P ~~MidCap~~ MidCap 400. The Mid Cap Index Equity Fund may also hold U.S. Government Obligations, short-term fixed income securities, equity index futures, exchange-traded funds and other similar derivative instruments as deemed appropriate by State Street Bank. ~~The~~ The Mid Cap Index Equity Fund, in addition to its equity investments, also maintains a position of generally less than 5% in unleveraged S&P MidCap 400 stock index futures contracts. The S&P MidCap 400 includes 400 companies and ~~as of December 30, 2011,~~ represented approximately 7% of the U.S. equity market based on market capitalization. As of December 3031, ~~2011~~2012, the largest company in the S&P MidCap 400 had a market capitalization of approximately $74.474 billion and the smallest such company had a market capitalization of approximately $~~490~~1 ~~million~~billion. The S&P MidCap 400 is reconstituted on a periodic basis by the sponsor of the Index. Standard & Poor’s Financial Services LLC, which sponsors the S&P MidCap 400®, does not sponsor the Mid Cap Index Equity Fund, and is not affiliated in any way with the Mid Cap Index Equity Fund.

The Mid Cap Index Equity Fund, in addition to its specified equity investments, may also engage in transactions in derivatives, including, but not limited to, financial futures (including interest rate futures), swap contracts and foreign currency forwards, options and futures instruments, CMOs and other derivative mortgage-backed securities or other investments as State Street Bank deems appropriate under the circumstances.

Investment Guidelines and Restrictions. The Mid Cap Index Equity Fund invests primarily in units of common stocks of U.S. companies in the same capitalization weights as they appear in the S&P MidCap 400. However, the Mid Cap Index Equity Fund may invest temporarily and without limitation for defensive purposes in short-term fixed income securities. These securities may be used to invest uncommitted cash balances or to maintain liquidity to provide for redemptions. Northern Trust Investments will not cause the Mid Cap Index Equity Fund to make an investment if that investment would cause the Mid Cap Index Equity Fund to purchase warrants or make any other investment that is inconsistent with the restrictions applicable to the Mid Cap Index Equity Fund described under “Information with Respect to the Funds—Investment Prohibitions.” The Mid Cap Index Equity Fund concentrates in particular industries to the extent the S&P MidCap 400 concentrates in those industries. The Mid Cap Index Equity Fund will not borrow money except as a temporary measure for extraordinary or emergency purposes or to facilitate redemptions (not for leveraging or investment).

Risk Factors. Equity Markets Risk. By investing in the U.S. equity market, the Mid Cap Index Equity Fund is subject to a variety of market and financial risks. Common stocks, the most familiar type of equity security, represent an equity (ownership) interest in a corporation. Although common stocks and other equity securities have a history of long-term growth in value, their prices may fluctuate dramatically in the short term in response to changes in market conditions, interest rates and other company, political and economic developments. The Unit price of the Mid Cap Index Equity Fund will fluctuate, and the holders of Units in the Mid Cap Index Equity Fund should be able to tolerate declines, sometimes sudden or substantial, in the value of their investment. The Mid Cap Index Equity Fund is intended to be a long-term investment vehicle and is not designed to provide a means to speculate on short-term U.S. stock market movements.

Risks of Investment in Derivative Instruments. The Mid Cap Index Equity Fund is subject to the risks associated with the use of derivatives to the extent the Fund is permitted to use them. See “Derivative Instruments.”

Tracking Error Risk and Risks Associated with Index Investing. Deviation of the performance of the Mid Cap Index Equity Fund from the performance of the S&P MidCap 400, known as “tracking error,” can result from various factors, including purchases and redemptions of Units of the Mid Cap Index Equity Fund or the underlying State Street Bank collective investment fund in which the Fund invests, as well as from the fees and expenses borne by the Mid Cap Index Equity Fund or such underlying fund. Such purchases and redemptions may necessitate the purchase or sale of securities by or on behalf of the Mid Cap Index Equity Fund and the resulting transaction costs may be substantial because of the number and the characteristics of the securities held. Tracking error may also occur due to factors such as the size of the Mid Cap Index Equity Fund or the underlying State Street Bank collective investment fund in which the Fund invests, changes made in the securities included in the S&P MidCap 400 or the manner in which the performance of the S&P MidCap 400 is calculated.

Portfolio Turnover. Ordinarily, the Mid Cap Index Equity Fund trades securities only to reflect changes in the S&P MidCap 400, to reinvest proceeds from corporate actions, dividends and interest payments or to accommodate cash flows into or out of the Fund. The Mid Cap Index Equity Fund seeks to create a portfolio which substantially replicates the total return of the S&P MidCap 400. The MidCap Index Equity Fund is not managed through traditional methods of fund management, which typically involve frequent changes in a portfolio of securities on the basis of economic, financial and market analyses. Therefore, brokerage costs, transfer taxes and other transaction costs for the Mid Cap Index Equity Fund may be lower than those incurred by non-index, actively managed funds.

Portfolio turnover of the Mid Cap Index Equity Fund was 2214% for the twelve months ended December 31, ~~2011~~2012 and 22% for the twelve months ended December 31, ~~2010~~2011. This turnover reflects purchases and sales by the Fund of shares of the SSgA S&P MidCap® Index Non-Lending Series Fund ~~Class A~~, the collective investment fund through which the Fund invests, rather than the turnover of the underlying portfolio of the ~~collective~~ collective investment fund. The portfolio turnover for the SSgA S&P MidCap® Index Non-Lending Series Fund ~~Class A~~ was 1914% for the twelve months ended December 31, ~~2011~~2012 and 1619% for the twelve months ended December 31, ~~2010~~2011.

Investment Advisor. Northern Trust Investments has retained State Street Bank to serve as Investment Advisor with respect to the Mid Cap Index Equity Fund. The assets of the Mid Cap Index Equity Fund are invested indirectly through the SSgA S&P MidCap^® Index Non-Lending Series Fund, which is a collective investment fund maintained by State Street Bank. Northern Trust Investments may, in the future and at its discretion, employ other investment advisors to provide investment advice with respect to the Fund or portions thereof.

~~State~~84 Street Bank is a Massachusetts chartered trust company and a wholly-owned subsidiary of State Street Corporation. SSgA is the investment management division of State Street Bank. As of December 31, 2011, State Street Bank had a total risk-based capital ratio of 19.6%, which is in excess of applicable regulatory minimum requirements for qualifying as a well-capitalized bank under the Federal Reserve Board’s risk-based capital rules. State Street Bank’s customers include mutual funds and other collective investment funds, corporate and public retirement plans, insurance companies, foundations, endowments and other investment pools, and investment managers. As of December 31, 2010, State Street Bank and its affiliates on a consolidated basis had approximately $21.8 trillion of assets under custody and administration and had approximately $1.9 trillion of assets under management. State Street Bank’s principal offices are located at One Lincoln Street, Boston, Massachusetts 02111.

“S&P MidCap 400®” is a registered trademark of Standard & Poor’s Financial Services LLC. The Mid Cap Index Equity Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s. Standard & Poor’s makes no representation or warranty, express or implied, to the owners of the product or any member of the public regarding the advisability of investing in securities generally or in the product particularly or the ability of the Mid Cap Index Equity Fund to track general stock market performance. Standard & Poor’s only relationship to SSgA is the licensing of certain trademarks and trade names of Standard & Poor’s and of the S&P MidCap 400 which is determined, composed, and calculated by Standard & Poor’s without regard to SSgA or the Mid Cap Index Equity Fund.

State Street Bank is a Massachusetts chartered trust company and a wholly-owned subsidiary of State Street Corporation. SSgA is the investment management division of State Street Bank. As of December 31, 2012, State Street Bank had a total risk-based capital ratio of 19.1%, which is in excess of applicable regulatory minimum requirements for qualifying as a well-capitalized bank under the Federal Reserve Board’s risk-based capital rules. State Street Bank’s customers include mutual funds and other collective investment funds, corporate and public retirement plans, insurance companies, foundations, endowments and other investment pools, and investment managers. As of December 31, 2012, State Street Bank and its affiliates on a consolidated basis had approximately $24.2 trillion of assets under custody and administration and had approximately $2.1 trillion of assets under management. State Street Bank’s principal offices are located at One Lincoln Street, Boston, Massachusetts 02111.

“S&P MidCap 400^®” is a registered trademark of Standard & Poor’s Financial Services LLC. The Mid Cap Index Equity Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s. Standard & Poor’s makes no representation or warranty, express or implied, to the owners of the product or any member of the public regarding the advisability of investing in securities generally or in the product particularly or the ability of the Mid Cap Index Equity Fund to track general stock market performance. Standard & Poor’s only relationship to SSgA is the licensing of certain trademarks and trade names of Standard & Poor’s and of the S&P MidCap 400 which is determined, composed, and calculated by Standard & Poor’s without regard to SSgA or the Mid Cap Index Equity Fund.

SMALL CAP INDEX EQUITY FUND

Investment Objective. The investment objective of the Small Cap Index Equity Fund is to replicate, after taking into account Fund expenses, the total rate of return of the Russell 2000 Index by investing generally in securities included in such Index. There can be no assurance that the Small Cap Index Equity Fund will achieve its investment objective.

Strategy. The Small Cap Index Equity Fund invests in securities of U.S. companies included in the Russell 2000 Index. The Russell 2000 Index is comprised of the approximately 2,000 companies in the Russell 3000 Index with the smallest market capitalization and represents approximately 10% of the Russell 3000 total market capitalization. The Small Cap Index Equity Fund may also hold U.S. Government Obligations, short-term fixed-income securities, equity index futures, exchange-traded funds and other similar derivative instruments as deemed appropriate by State Street Bank. The Small Cap Index Equity Fund, in addition to its equity investments, also maintains a position of generally less than 5% in Russell 2000 Index futures contracts. The Russell 2000 Index is reconstituted on a periodic basis by the sponsor of the Index. The Russell 2000 returns assume reinvestment of all dividends. Russell Investment Group, which sponsors the Russell 2000^® Index, does not sponsor the Small Cap Index Equity Fund, and is not affiliated in any way with the Small Cap Index Equity Fund.

The Small Cap Index Equity Fund, in addition to its specified equity investments, may also engage in transactions in derivatives, including, but not limited to, financial futures (including interest rate futures), swap contracts and foreign currency forwards, options and futures instruments, CMOs and other derivative mortgage-backed securities or other investments as State Street Bank deems appropriate under the circumstances.

Investment Guidelines and Restrictions. The Small Cap Index Equity Fund invests primarily in units of common stocks of U.S. companies in the same capitalization weights as they appear in the Russell 2000 Index. However, the Small Cap Index Equity Fund may invest temporarily and without limitation for defensive purposes in short-term fixed-income securities. These securities may be used to invest uncommitted cash balances or to maintain liquidity to provide for redemptions. Northern Trust Investments will not cause the Small Cap Index Equity Fund to make an investment if that investment would cause the Small Cap Index Equity Fund to purchase warrants or make any other investment that is inconsistent with the restrictions applicable to the Small Cap Index Equity Fund described under “Information with Respect to the Funds—Investment Prohibitions.” The Small Cap Index Equity Fund concentrates in particular industries to the extent the Russell 2000 Index concentrates in those industries. The Small Cap Index Equity Fund will not borrow money except as a temporary measure for extraordinary or emergency purposes or to facilitate redemptions (not for leveraging or investment).

~~Risk~~85 Factors. Equity Markets Risk. By investing in the U.S. equity market, the Small Cap Index Equity Fund is subject to a variety of market and financial risks. Common stocks, the most familiar type of equity security, represent an equity (ownership) interest in a corporation. Although common stocks and other equity securities have a history of long-term growth in value, their prices may fluctuate dramatically in the short term in response to changes in market conditions, interest rates and other company, political and economic developments. The Unit price of the Small Cap Index Equity Fund will fluctuate, and the holders of Units in the Small Cap Index Equity Fund should be able to tolerate declines, sometimes sudden or substantial, in the value of their investment. The Small Cap Index Equity Fund is intended to be a long-term investment vehicle and is not designed to provide a means to speculate on short-term U.S. stock market movements.

Risk of Investing in Small Companies. Most of the Small Cap Index Equity Fund’s investments will be indirectly invested in securities of small companies, which typically have greater market and financial risk than larger, more diversified companies. These companies are often dependent on one or two products in rapidly changing industries and may be more vulnerable to competition from larger companies with greater resources and to economic conditions that affect their market sector. Therefore, consistent earnings for such companies

~~may~~Small ~~not~~Cap beIndex asEquity ~~likely~~Fund asdescribed ~~they~~under ~~would~~“Information bewith ~~for~~Respect ~~more established companies. The smaller companies may not have adequate resources~~ to ~~react~~the ~~optimally~~Funds—Investment ~~to change or to exploit opportunities~~Prohibitions.” ~~Smaller companies may also be more dependent on access to equity markets to raise capital than larger companies that have a greater ability to support relatively larger debt burdens.~~ The ~~securities~~Small ofCap ~~small~~Index ~~companies~~Equity ~~may~~Fund beconcentrates ~~held~~in ~~primarily by insiders or~~particular ~~institutional~~industries ~~investors,~~to ~~which~~the ~~may~~extent ~~have an impact on their marketability. These securities may be more volatile than~~ the ~~overall~~Russell ~~market.~~2000 ~~Relatively~~Index ~~new~~concentrates ~~companies~~in ~~and~~those ~~companies that have recently made an initial public offering may be perceived by the market as unproven~~industries. The Small Cap Index Equity Fund’s ~~focus on appreciation potential~~ will ~~result~~not inborrow anmoney ~~emphasis~~except onas ~~securities~~a oftemporary ~~companies~~measure ~~that~~for ~~may~~extraordinary ~~pay little~~ or noemergency ~~dividends~~purposes ~~and reinvest all~~ or ato ~~significant~~facilitate ~~portion~~redemptions of(not ~~their earnings. The~~for ~~low~~leveraging ~~expected~~or ~~dividend level may also contribute to greater than average volatility~~investment).

Risk Factors. Equity Markets Risk. By investing in the U.S. equity market, the Small Cap Index Equity Fund is subject to a variety of market and financial risks. Common stocks, the most familiar type of equity security, represent an equity (ownership) interest in a corporation. Although common stocks and other equity securities have a history of long-term growth in value, their prices may fluctuate dramatically in the short term in response to changes in market conditions, interest rates and other company, political and economic developments. The Unit price of the Small Cap Index Equity Fund will fluctuate, and the holders of Units in the Small Cap Index Equity Fund should be able to tolerate declines, sometimes sudden or substantial, in the value of their investment. The Small Cap Index Equity Fund is intended to be a long-term investment vehicle and is not designed to provide a means to speculate on short-term U.S. stock market movements.

Risk of Investing in Small Companies. Most of the Small Cap Index Equity Fund’s investments will be indirectly invested in securities of small companies, which typically have greater market and financial risk than larger, more diversified companies. These companies are often dependent on one or two products in rapidly changing industries and may be more vulnerable to competition from larger companies with greater resources and to economic conditions that affect their market sector. Therefore, consistent earnings for such companies may not be as likely as they would be for more established companies. The smaller companies may not have adequate resources to react optimally to change or to exploit opportunities. Smaller companies may also be more dependent on access to equity markets to raise capital than larger companies that have a greater ability to support relatively larger debt burdens. The securities of small companies may be held primarily by insiders or institutional investors, which may have an impact on their marketability. These securities may be more volatile than the overall market. Relatively new companies and companies that have recently made an initial public offering may be perceived by the market as unproven. The Small Cap Index Equity Fund’s focus on appreciation potential will result in an emphasis on securities of companies that may pay little or no dividends and reinvest all or a significant portion of their earnings. The low expected dividend level may also contribute to greater than average volatility.

Risks of Investment in Derivative Instruments. The Small Cap Index Equity Fund is subject to the risks associated with the use of derivatives to the extent the Fund is permitted to use them. See “Derivative Instruments.”

Tracking Error Risk and Risks Associated with Index Investing. Deviation of the performance of the Small Cap Index Equity Fund from the performance of the Russell 2000 Index, known as “tracking error,” can result from various factors, including purchases and redemptions of Units of the Small Cap Index Equity Fund or the underlying State Street Bank collective investment fund in which the Fund invests, as well as from the fees and expenses borne by the Small Cap Index Equity Fund or such underlying fund. Such purchases and redemptions may necessitate the purchase or sale of securities by or on behalf of the Small Cap Index Equity Fund and the resulting transaction costs may be substantial because of the number and the characteristics of the securities held. Tracking error may also occur due to factors such as the size of the Small Cap Index Equity Fund or the underlying State Street Bank collective investment fund in which the Fund invests, changes made in the securities included in the Russell 2000 Index or the manner in which the performance of the Russell 2000 Index is calculated.

Portfolio Turnover. Ordinarily, the Small Cap Index Equity Fund trades securities only to reflect changes in the Russell 2000 Index, to reinvest proceeds from corporate actions, dividends and interest payments or to accommodate cash flows into or out of the Fund. The Small Cap Index Equity Fund seeks to create a portfolio which substantially replicates the total return of the Russell 2000 Index. The Small Cap Index Equity Fund is not managed through traditional methods of fund management, which typically involve frequent changes in a portfolio of securities on the basis of economic, financial and market analyses. Therefore, brokerage costs, transfer taxes and other transaction costs for the Small Cap Index Equity Fund may be lower than those incurred by non-index, actively managed funds.

Portfolio turnover of the Small Cap Index Equity Fund was 3223% for the twelve months ended December 31, ~~2011~~2012 and 3332% for the twelve months ended December 31, ~~2010~~2011. This turnover reflects purchases and sales by the Fund of shares of the SSgA Russell Small Cap Index Non-Lending Series Fund ~~Class A~~, the collective investment fund through which the Fund invests, rather than the turnover of the underlying portfolio of the collective investment fund. The portfolio turnover for the SSgA Russell Small Cap Index Non-Lending Series Fund ~~Class A~~ was 1516% for the twelve months ended December 31, ~~2011~~2012 and 1815% for the twelve months ended December 31, ~~2010~~2011.

Investment Advisor. Northern Trust Investments has retained State Street Bank to serve as Investment Advisor with respect to the Small Cap Index Equity Fund. The assets of the Small Cap Index Equity Fund are invested indirectly through the SSgA Russell Small Cap^® Index Non-Lending Series Fund, which is a collective investment fund maintained by State Street Bank. Northern Trust Investments may, in the future and at its discretion, employ other investment advisors to provide investment advice with respect to the Fund or portions thereof.

83State Street Bank is a Massachusetts chartered trust company and a wholly-owned subsidiary of State Street Corporation. SSgA is the investment management division of State Street Bank. As of December 31, 2012, State Street Bank had a total risk-based capital ratio of 19.1%, which is in excess of applicable regulatory minimum requirements for qualifying as a well-capitalized bank under the Federal Reserve Board’s risk-based capital rules. State Street Bank’s customers include mutual funds and other collective investment funds, corporate and public retirement plans, insurance companies, foundations, endowments and other investment pools, and investment managers. As of December 31, 2012, State Street Bank and its affiliates on a consolidated basis had approximately $24.2 trillion of assets under custody and administration and had approximately $2.1 trillion of assets under management. State Street Bank’s principal offices are located at One Lincoln Street, Boston, Massachusetts 02111.

“Russell 2000^® Index” is a trademark of Russell Investment Group. The Small Cap Index Equity Fund is not issued, underwritten, offered, sponsored, endorsed, sold or promoted by the Russell Investment Group. The Russell Investment Group makes no representation or warranty, express or implied, to the owners of the Fund or any member of the public regarding advisability of investing in the Fund. The Russell Investment Group’s only relationship with SSgA with respect to the described products is the calculation and certain servicing of the Russell 2000 Index. Russell Investment Group has no obligation to take the needs of the owners of the Fund into consideration in the calculating or servicing of the Russell 2000 Index. Russell Investment Group is not responsible for and has not participated in the determination of the prices at, or quantities of the Fund to be purchased or sold, or in the determination or calculation of the equation by which Units in the Fund are to be converted into cash. Russell Investment Group has no obligation or liability in connection with the administration, marketing, issuance, underwriting, or trading of the Fund.

INTERNATIONAL INDEX EQUITY FUND

Investment Objective. The investment objective of the International Index Equity Fund is to replicate, after taking into account Fund expenses, the total rate of return of the MSCI ACWI ex-US Index by investing generally in securities included in such Index. There can be no assurance that the International Index Equity Fund will achieve its investment objective.

Strategy. The International Index Equity Fund invests in securities of foreign companies included in the MSCI ACWI ex-US Index. The International Index Equity Fund may invest in securities in country or regional collective investment funds maintained by State Street Bank which together are designed to replicate the investment performance of the MSCI ACWI ex-US Index. These country and regional funds seek to replicate their respective sub-indexes by owning securities in approximately the same capitalization weights as they appear in their respective sub-indexes. In markets that contain liquid securities and few foreign ownership restrictions, the International Index Equity Fund seeks to hold every security in its approximate index weight. In emerging markets that impose significant restrictions on non-local investors, the International Index Equity Fund seeks to supplement investment in local securities by holding alternatives such as ADRs, Global Depository Receipts, which we refer to as GDRs, closed-end country funds, and equity swaps. The International Index Equity Fund, in addition to its equity investments, also maintains a position of generally less than 5% in unleveraged futures contracts. The MSCI ACWI ex-US Index consists of approximately 1,~~870~~830 securities in 44 markets, with securities of emerging markets representing approximately 24% of the Index. The MSCI ACWI ex-US Index is reconstituted on a periodic basis by the sponsor of the Index. MSCI Inc., which sponsors the MSCI ACWI ex-US Index, does not sponsor the International Index Equity Fund, and is not affiliated in any way with the International Index Equity Fund.

The International Index Equity Fund, in addition to its specified equity investments, may also engage in transactions in derivatives, including, but not limited to, financial futures (including interest rate futures), swap contracts and foreign currency forwards, options and futures instruments or other investments as State Street Bank deems appropriate under the circumstances.

Investment Guidelines and Restrictions. The International Index Equity Fund invests primarily in securities of foreign companies in the same capitalization weights as they appear in the MSCI ACWI ex-US Index. However, the International Index Equity Fund may invest temporarily and without limitation for defensive purposes in short-term fixed income securities. These securities may be used to invest uncommitted cash balances or to maintain liquidity to provide for redemptions. Northern Trust Investments will not cause the International Index Equity Fund to make an investment if that investment would cause the International Index Equity Fund to purchase warrants or make any other investment that is inconsistent with the restrictions applicable to the International Index Equity Fund described under “Information with Respect to the Funds—Investment Prohibitions.” The International Index Equity Fund concentrates in particular industries to the extent the MSCI ACWI ex-US Index concentrates in those industries. The International Index Equity Fund will not borrow money except as a temporary measure for extraordinary or emergency purposes or to facilitate redemptions (not for leveraging or investment).

Risk Factors. Equity Markets Risk. The International Index Equity Fund’s Unit price can fall because of weakness in one or more of its primary equity markets, a particular industry, or specific holdings. Equity markets can decline for many reasons, including adverse political or economic developments, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment.

Currency Risk. Currency risk refers to a decline in the value of a foreign currency versus the value of the U.S. dollar, which reduces the U.S. dollar value of securities denominated in that currency. The overall impact on the International Index Equity Fund’s holdings can be significant, unpredictable and long-lasting, depending on the currencies represented in the International Index Equity Fund’s portfolio and how each one appreciates or depreciates in relation to the U.S. dollar and whether currency positions are hedged. Under normal conditions, ~~the International Index Equity Fund will not engage~~ in foreign currency hedging programs other than in connection with settlements of purchases or sales of securities for the Fund. Exchange rate movements are unpredictable and it is not possible to effectively hedge the currency risks of many developing countries.

the International Index Equity Fund will not engage in foreign currency hedging programs other than in connection with settlements of purchases or sales of securities for the Fund. Exchange rate movements are unpredictable and it is not possible to effectively hedge the currency risks of many developing countries.

The economies of some of the countries in which the International Index Equity Fund may invest may rely heavily on particular industries and be more vulnerable to the ebb and flow of international trade, trade barriers and other protectionist or retaliatory measures. Some countries have legacies of hyperinflation and currency devaluations versus the U.S. dollar, particularly Russia, many Latin American nations and several Asian countries. Investments in countries that have recently begun moving away from central planning and state-owned industries toward free markets should be regarded as speculative.

Some of the countries in which the International Index Equity Fund may invest have histories of instability and upheaval that could cause their governments to act in a detrimental or hostile manner toward private enterprise or foreign investment. Governmental actions such as capital or currency controls, nationalization of an industry or company, expropriation of assets, or imposition of high taxes could have an adverse effect on security prices and impair the International Index Equity Fund’s ability to repatriate capital or income. Significant external risks currently affect some emerging countries. Governments in many emerging market countries participate to a significant degree in the countries’ economies and securities markets.

Other Risks of Foreign Investing. Some of the countries in which the International Index Equity Fund may invest lack uniform accounting, auditing and financial reporting standards, have less governmental supervision of financial markets than in the United States, do not honor legal rights enjoyed in the United States and have settlement practices which may subject the International Index Equity Fund to risks of loss not customary in U.S. markets. In addition, securities markets in some countries have substantially lower trading volumes than U.S. markets, resulting in less liquidity and more volatility than experienced in the United States.

Pricing. The underlying portfolio securities may be listed on foreign exchanges that are open on days (such as Saturdays or U.S. legal holidays) when the International Index Equity Fund does not compute its prices. As a result, the International Index Equity Fund’s net asset value may be significantly affected by trading on days when transactions in Units of the International Index Equity Fund do not occur.

Investing in International Stocks. Like U.S. stock investments, common stocks of foreign companies offer investors a way to build capital over time. Nevertheless, the long-term rise of foreign stock prices as a group has been punctuated by periodic declines. Share prices of all companies, even the best managed and most profitable, whether U.S. or foreign, are subject to market risk, which means they can fluctuate widely. The volatility of emerging markets may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect stock prices and, therefore, the Fund’s Unit price. For this reason, investors in foreign stocks should have a long-term investment horizon and be willing to wait out declining markets. The International Index Equity Fund should not be relied upon as a complete investment program or used as a means to speculate on short-term swings in the stock or foreign exchange markets.

The values of foreign fixed-income securities fluctuate in response to changes in U.S. and foreign interest rates. Income received by the International Index Equity Fund from sources within foreign countries may also be reduced by withholding and other taxes imposed by those countries, although tax conventions between some ~~countries and the United States may reduce or eliminate these taxes. Any taxes paid by the International Index Equity Fund will reduce the net income earned by the International Index Equity Fund.~~ ~~State Street Bank will consider available yields, net of any required taxes, in selecting foreign dividend paying securities.~~

countries and the United States may reduce or eliminate these taxes. Any taxes paid by the International Index Equity Fund will reduce the net income earned by the International Index Equity Fund. State Street Bank will consider available yields, net of any required taxes, in selecting foreign dividend paying securities.

In addition, short-term movements in currency exchange rates could adversely impact the availability of funds to pay for redemptions of Units of the International Index Equity Fund. For example, if the exchange rate for a currency declines after a security has been sold to provide funds for a redemption from the International Index Equity Fund but before those funds are translated into U.S. dollars, it could be necessary to liquidate additional portfolio securities in order to finance the redemption.

Risks of Investment in Derivative Instruments. The International Index Equity Fund is subject to the risks associated with the use of derivatives to the extent the Fund is permitted to use them. See “Derivative Instruments.”

Tracking Error Risk and Risks Associated with Index Investing. Deviation of the performance of the International Index Equity Fund from the performance of the MSCI ACWI ex-US Index, known as “tracking error,” can result from various factors, including purchases and redemptions of Units of the International Index Equity Fund or the underlying State Street Bank collective investment fund in which the Fund invests, as well as from the fees and expenses borne by the International Index Equity Fund or such underlying fund. Such purchases and redemptions may necessitate the purchase or sale of securities by or on behalf of the International Index Equity Fund and the resulting transaction costs may be substantial because of the number and the characteristics of the securities held. Tracking error may also occur due to factors such as the size of the International Index Equity Fund or the underlying State Street Bank collective investment fund in which the Fund invests, changes made in the securities included in the MSCI ACWI ex-US Index or the manner in which the performance of the MSCI ACWI ex-US Index is calculated.

Portfolio Turnover. Ordinarily, the International Index Equity Fund trades securities only to reflect changes in the MSCI ACWI ex-US Index, to reinvest proceeds from corporate actions, dividends and interest payments or to accommodate cash flows into or out of the Fund. The International Index Equity Fund seeks to create a portfolio which substantially replicates the total return of the MSCI ACWI ex-US Index. The International Index Equity Fund is not managed through traditional methods of fund management, which typically involve frequent changes in a portfolio of securities on the basis of economic, financial and market analyses. Therefore, brokerage costs, transfer taxes and other transaction costs for the International Index Equity Fund may be lower than those incurred by non-index, actively managed funds.

Portfolio turnover of the International Index Equity Fund was 108% for the twelve months ended December 31, ~~2011~~2012 and 1210% for the twelve months ended December 31, ~~2010~~2011. This turnover reflects purchases and sales by the Fund of shares of the SSgA Global Equity ex U.S. Index Non-Lending Series Fund ~~Class A~~, the collective investment fund through which the Fund invests, rather than the turnover of the underlying portfolio of the collective investment fund. The portfolio turnover for the SSgA Global Equity ex U.S. Index Non-Lending Series Fund ~~Class A~~ was 39% for the twelve months ended December 31, ~~2011~~2012 and 43% for the fiscal year ended December 31, ~~2010~~2011.

Investment Advisor. Northern Trust Investments has retained State Street Bank to serve as Investment Advisor with respect to the International Index Equity Fund. The assets of the International Index Equity Fund are invested indirectly through the SSgA Global Equity ex U.S. Index Non-Lending Series Fund, which is a collective investment fund maintained by State Street Bank. Northern Trust Investments may, in the future and at its discretion, employ other investment advisors to provide investment advice with respect to the Fund or portions thereof.

State Street Bank is a Massachusetts chartered trust company and a wholly-owned subsidiary of State Street Corporation. SSgA is the investment management division of State Street Bank. As of December 31, ~~2011~~2012, State Street Bank had a total risk-based capital ratio of 19.61%, which is in excess of applicable regulatory ~~minimum~~ requirements for qualifying as a well-capitalized bank under the Federal Reserve Board’s risk-based capital rules. State Street Bank’s customers include mutual funds and other collective investment funds, corporate and public retirement plans, insurance companies, foundations, endowments and other investment pools, and investment managers. As of December 31, 2011, State Street Bank and its affiliates on a consolidated basis had approximately $21.8 trillion of assets under custody and administration and had approximately $1.9 trillion of assets under management. State Street Bank’s principal offices are located at One Lincoln Street, Boston, Massachusetts 02111.

~~Transfer~~90 Restrictions. The International Index Equity Fund maintains a transfer policy that restricts an Investor’s ability to make more than one transfer into the International Index Equity Fund within any 45 calendar day period. There is no restriction on an Investor’s ability to make transfers out of the Fund. Northern Trust Investments has adopted this policy for the International Index Equity Fund to prevent disruptions to the International Index Equity Fund that could potentially affect the investment performance of the International Index Equity Fund. For more information regarding this policy, see “Transfers Among Investment Options and Withdrawals—Frequent Trading; Restrictions on Transfers.”

“MSCI ACWI Ex-US IndexSM” is a trademark of MSCI Inc. The financial products referred to herein are not sponsored, endorsed, or promoted by MSCI, and MSCI bears no liability with respect to any such financial products or any index on which such financial products are based.

minimum requirements for qualifying as a well-capitalized bank under the Federal Reserve Board’s risk-based capital rules. State Street Bank’s customers include mutual funds and other collective investment funds, corporate and public retirement plans, insurance companies, foundations, endowments and other investment pools, and investment managers. As of December 31, 2012, State Street Bank and its affiliates on a consolidated basis had approximately $24.2 trillion of assets under custody and administration and had approximately $2.1 trillion of assets under management. State Street Bank’s principal offices are located at One Lincoln Street, Boston, Massachusetts 02111.

Transfer Restrictions. The International Index Equity Fund maintains a transfer policy that restricts an Investor’s ability to make more than one transfer into the International Index Equity Fund within any 45 calendar day period. There is no restriction on an Investor’s ability to make transfers out of the Fund on any Business Day. Northern Trust Investments has adopted this policy for the International Index Equity Fund to prevent disruptions to the International Index Equity Fund that could potentially affect the investment performance of the International Index Equity Fund. For more information regarding this policy, see “Transfers Among Investment Options and Withdrawals—Frequent Trading; Restrictions on Transfers.”

“MSCI ACWI Ex-US Index^SM” is a trademark of MSCI Inc. The financial products referred to herein are not sponsored, endorsed, or promoted by MSCI, and MSCI bears no liability with respect to any such financial products or any index on which such financial products are based.

REAL ASSET RETURN FUND

Investment Objective. The investment objective of the Real Asset Return Fund is to provide capital appreciation in excess of inflation as measured by the All Items Less Food and Energy Consumer Price Index for All Urban Consumers for the U.S. City Average, 1982-84 = 100, which we refer to as the Core Consumer Price Index or Core CPI (which excludes food and energy) (although the Real Asset Return Fund can be expected to have greater volatility than the Core CPI). There can be no assurance that the Real Asset Return Fund will achieve its investment objective.

Strategy. The Fund invests in a diversified portfolio of primarily Treasury Inflation Protected Securities, which we refer to as U.S. TIPS, ~~commodity~~ futures contracts on physical commodities and real estate investment trusts, which we refer to as REITs, with the objective of achieving a total return in excess of inflation as measured by the Core CPI (which excludes food and energy).

Exposure to asset classes is currently obtained by investing indirectly in various index or other collective investment funds maintained by State Street Bank. These funds are comprised of the following collective investment funds maintained by State Street Bank:

• SSgA/Tuckerman REIT Index Non-Lending Series Fund ~~Class A~~, which we refer to as the REIT Index NL Fund;

• SSgA U.S. Inflation Protected Bond Index Non-Lending Series Fund ~~Class A~~, which we refer to as the TIPS NL Fund; and

• SSgA Dow Jones UBS-Commodity IndexSM Non-Lending Series Fund ~~Class A~~, which we refer to as the Commodity Index NL Fund.

The REIT Index NL Fund seeks to match the returns and characteristics of the Dow Jones U.S. Select REIT Index by investing in a portfolio that holds the same securities as the Index.

The Dow Jones U.S. Select REIT Index^SM is a service mark of Dow Jones & Company, Inc. and has been licensed for use for certain purposes by SSgA. The REIT Index NL Fund is not sponsored, endorsed, sold, or promoted by Dow Jones & Company Inc. or SAM Indexes GmbH or any of their affiliates and Dow Jones makes no representation regarding the advisability of investing in the Real Asset Return Fund.

The TIPS NL Fund seeks to match the total rate of return of the Barclays Capital U.S. Treasury Inflation Protected Securities Index by investing in a portfolio of U.S. Treasury inflation protected securities. It is managed duration neutral to the Barclays Capital U.S. Treasury Inflation Protected Securities Index. Overall sector and security weightings are also managed to match the Barclays Capital U.S. Treasury Inflation Protected Securities Index.

Barclays Capital and Barclays Bank PLC, which sponsor the Barclays U.S. TIPS Index, do not sponsor the Real Asset Return Fund, and are not affiliated in any way with the Real Asset Return Fund or with SSgA. The “Barclays U.S. TIPS Index” is a trademark of Barclays Capital, a division of Barclays Bank PLC.

The Commodity Index NL Fund seeks to match the returns and characteristics of the Dow Jones-UBS Commodity Index, which is composed of future contracts on physical commodities. The Commodity Index NL Fund provides daily, low-cost access to the returns of the commodities futures market by investing in a combination of Dow Jones-UBS Commodity futures contracts, individual commodity futures, and total return swaps.

“Dow Jones,” “UBS Commodity Index^SM” and “DJ-UBSCI^SM” are service marks of Dow Jones & Company, Inc. and UBS AG, as the case may be, and have been licensed for use for certain purposes by SSgA. The Commodity Index NL Fund is not sponsored, endorsed, sold or promoted by Dow Jones, UBS AG or any of their respective subsidiaries or affiliates makes any representation regarding the advisability of investing in such product.

These collective investment funds, in addition to their specified investments, may also engage in transactions in derivatives, including, but not limited to, futures, swaps, options and other derivative instruments (including but not limited to equity index futures, foreign currency forwards and other similar derivatives) or other investments as State Street Bank deems appropriate under the circumstances.

Assets in the Real Asset Return Fund are currently allocated within the following ranges:


REIT Index NL Fund			10% to 40%
TIPS NL Fund			20% to 60%
Commodity Index NL Fund			10% to 40%
Cash			0% to 20%

Allocations of the funds underlying the Real Asset Return Fund are readjusted by Northern Trust Investments on a regular basis to maintain the appropriate asset mix given Northern Trust Investments’ forecasts for inflation and long-term asset class forecasts for return and risk, taking into account various macro-economic factors affecting the long-term outlook for capital markets, inflation and other factors.

Investment Guidelines and Restrictions. ~~The~~ The Real Asset Return Fund invests in varying degrees, as described above, in U.S. TIPS, ~~commodity~~ futures contracts on physical commodities and REITs. However, the Real Asset Return Fund may invest temporarily and without limitation for defensive purposes in short-term fixed-income securities. These securities may be used to invest uncommitted cash balances or to maintain liquidity to provide for investor redemptions.

Risk Factors. Risks of Investing in REITs. REITs in the REIT Index NL Fund tend to be medium-size and small companies. Like small-capitalization stocks in general, REIT stocks can be more volatile than—and at times will perform differently from—the large capitalization stocks such as those found in the S&P 500. In addition, because small-capitalization stocks are typically less liquid than large capitalization stocks, REIT stocks may sometimes experience greater share-price fluctuations than the stocks of larger companies. Because the REIT Index NL Fund invests in equity REITs, the Real Asset Return Fund is also subject to all ~~the risks~~ ~~associated with~~ the ~~ownership of real estate. These~~ risks include: declines in the value of real estate, adverse changes in the economic conditions applicable to real estate, risks related to general and local economic conditions, over-building and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, leveraging of interests in real estate, increases in prevailing interest rates and costs resulting from clean-up of environmental problems or liability to third parties for damages arising from environmental problems. In addition, equity REITs may be affected by changes in the value of the underlying property owned by them, are dependent upon management skill, may not be diversified and can be subject to the risk of investing in a single or a limited number of projects. Such REITs also are very dependent on the availability of significant cash flow, and are subject to significant risks such as defaults by borrowers, self liquidation and the possibility of failing to qualify for special tax treatment under Subchapter M of the Internal Revenue Code and to maintain an exemption under the Investment Company Act of 1940. Finally, certain REITs may have a specific term of existence as provided in the trust document. Such REITs run the risk of terminating at an economically inopportune time.

~~Risks~~92 of U.S. TIPS. The Real Asset Return Fund is also subject to interest rate risk to the extent invested in U.S. TIPS. Generally, when interest rates rise, the value of inflation-indexed securities will fall, although not necessarily as significantly as other longer-term bonds. U.S. TIPS are also subject to deflation risk. Deflation risk is the possibility that prices throughout the economy decline over time–the opposite of inflation. If inflation is negative, the principal and income of an inflation-protected bond will decline and could result in losses. The greatest risk for the Real Asset Return Fund to the extent invested in U.S. TIPS, occurs when interest rates rise and inflation declines. The inflation protected securities markets are generally much smaller and less liquid than the nominal bonds from the same issuers and as such can suffer losses during times of economic stress or illiquidity.

associated with the ownership of real estate. These risks include: declines in the value of real estate, adverse changes in the economic conditions applicable to real estate, risks related to general and local economic conditions, over-building and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, leveraging of interests in real estate, increases in prevailing interest rates and costs resulting from clean-up of environmental problems or liability to third parties for damages arising from environmental problems. In addition, equity REITs may be affected by changes in the value of the underlying property owned by them, are dependent upon management skill, may not be diversified and can be subject to the risk of investing in a single or a limited number of projects. Such REITs also are very dependent on the availability of significant cash flow, and are subject to significant risks such as defaults by borrowers, self liquidation and the possibility of failing to qualify for special tax treatment under Subchapter M of the Internal Revenue Code and to maintain an exemption under the Investment Company Act of 1940. Finally, certain REITs may have a specific term of existence as provided in the trust document. Such REITs run the risk of terminating at an economically inopportune time.

Risks of U.S. TIPS. The Real Asset Return Fund is also subject to interest rate risk to the extent invested in U.S. TIPS. Generally, when interest rates rise, the value of inflation-indexed securities will fall, although not necessarily as significantly as other longer-term bonds. U.S. TIPS are also subject to deflation risk. Deflation risk is the possibility that prices throughout the economy decline over time–the opposite of inflation. If inflation is negative, the principal and income of an inflation-protected bond will decline and could result in losses. The greatest risk for the Real Asset Return Fund to the extent invested in U.S. TIPS, occurs when interest rates rise and inflation declines. The inflation protected securities markets are generally much smaller and less liquid than the nominal bonds from the same issuers and as such can suffer losses during times of economic stress or illiquidity.

Risks Associated with Commodity Investments. The Real Asset Return Fund, to the extent invested in commodities, commodity futures or related instruments, are subject to special investment risks. Investments in commodity-linked derivative instruments may subject the investor to greater volatility than investments in traditional securities. The value of these instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. Commodity prices fluctuate for myriad reasons, including changes in market and economic conditions, the impact of weather on demand, levels of domestic production and imported commodities, energy conservation, domestic and foreign governmental regulation and taxation and the availability of local, intrastate and interstate transportation systems. Volatility of commodity prices, which may lead to a reduction in production or supply, may also negatively impact the performance of companies in natural resources industries that are solely involved in the transportation, processing, storing, distribution or marketing of commodities. Volatility of commodity prices may also make it more difficult for companies in natural resources industries to raise capital to the extent the market perceives that their performance may be directly or indirectly tied to commodity prices. In addition, the regulation of commodities is extensive and variable, and regulatory or political events could have an adverse effect on the performance of commodity-linked investments. Furthermore, the restrictions on “insider trading” have not historically been applicable to the commodities markets. Consequently, the Real Asset Return Fund may trade at a material disadvantage to other market participants with better market access or information sources. There is some uncertainty about whether the Commodity Futures Trading Commission, pursuant to authority granted by the Reform Act, will impose restrictions similar to the “insider trading” restrictions that have historically applied to the securities markets.

Counterparty Risks. Many of the protections afforded to participants on some organized exchanges, such as the performance guarantee of an exchange clearing house, are not available in connection with over-the-counter, or OTC, derivatives transactions. Therefore, in those instances in which the Real Asset Return Fund enters into OTC derivatives transactions, the Fund will be subject to the risk that its direct counterparty will not perform its obligations under the transactions and that the Fund will sustain losses and be less likely to achieve its investment objective.

Risks of Investment in Derivative Instruments. The Real Asset Return Fund is subject to the risks associated with the use of derivatives to the extent the Fund is permitted to use them. See “Derivative Instruments.”

Tracking Error Risk. Deviation of the performance of the Real Asset Return Fund from the performance of its related composite benchmark or the respective benchmarks for the underlying collective investment funds of State Street Bank in which it invests, known as “tracking error,” can result from various factors, including purchases and redemptions of Units of the Real Asset Return Fund or the Fund’s underlying collective investment funds, as well as from the fees and expenses borne by the Real Asset Return Fund or such underlying funds. Such purchases and redemptions may necessitate the purchase or sale of securities by or on behalf of the Real Asset Return Fund and the resulting transaction costs may be substantial because of the number and the characteristics of the securities held. Tracking error may also occur due to factors such as the size of the Real Asset Return Fund or the Fund’s underlying collective investment funds, changes made in the securities included in the indices underlying the benchmarks or the manner in which the performance of the indices is calculated.

Risks Associated with Short-Term Debt Instruments. For information and risk factors associated with investing in short-term debt or cash-equivalent instruments, see “Stable Asset Return Fund—Risk Factors—Credit Risk.”

Portfolio Turnover. Ordinarily, an index fund, such as those in which the Real Asset Return Fund invests its assets, ~~trades~~ trades securities only to reflect changes in the index in which it invests, to reinvest proceeds from corporate actions, dividends and interest payments or to accommodate cash flows into or out of the fund. Index funds seek to create a portfolio ~~which~~ which substantially replicates the total return of the applicable index. Index funds are not managed through traditional methods of fund management, which typically involve frequent changes in a portfolio of securities on the basis of economic, financial and market analyses. Therefore, brokerage costs, transfer taxes and other transaction costs for index funds may be lower than those incurred by non-index, actively managed funds.

90Portfolio turnover of the Real Asset Return Fund was 18% for the twelve months ended December 31, 2012 and 43% for the twelve months ended December 31, 2011. This turnover reflects purchases and sales by the Fund of shares of the REIT Index NL Fund, the TIPS NL Fund and the Commodity Index NL Fund, the collective investment funds through which the Fund invests, rather than the turnover of the underlying portfolio of such collective investment funds. The portfolio turnover for the REIT Index NL Fund was 18% for the twelve months ended December 31, 2012 and 25% for the twelve months ended December 31, 2011. The portfolio turnover for the TIPS NL Fund and the Commodity Index NL Fund was 21% and 43%, respectively, for the twelve months ended December 31, 2012 and 31% and 18%, respectively, for the twelve months ended December 31, 2011. The portfolio turnover of the Commodity Index NL Fund is calculated from net flows divided by portfolio assets.

~~Table~~Investment Advisor. The Fund’s assets are allocated to REITs, U.S. TIPS and futures contracts on physical commodities in percentages to be determined by Northern Trust Investments. Income and gains attributable to the assets allocated to each asset class remain allocated to that portion unless and until re-allocated, and any differences in relative investment performance of ~~Contents~~the underlying funds in which the Fund invests corresponding to each asset class can change the percentage of total assets of the Fund comprising each portion.

portfolio of securities on the basis of economic, financial and market analyses. Therefore, brokerage costs, transfer taxes and other transaction costs for index funds may be lower than those incurred by non-index, actively managed funds.

Portfolio turnover of the Real Asset Return Fund was 43% for the twelve months ended December 31, 2011 and 39% for the twelve months ended December 31, 2010. This turnover reflects purchases and sales by the Fund of shares of the REIT Index NL Fund, the TIPS NL Fund and the Commodity Index NL Fund, the collective investment funds through which the Fund invests, rather than the turnover of the underlying portfolio of such collective investment funds. The portfolio turnover for the REIT Index NL Fund, the TIPS NL Fund and the Commodity Index NL Fund was 25%, 31% and 18%, respectively, for the twelve months ended December 31, 2011 and 18%, 27% and 17%, respectively, for the twelve months ended December 31, 2010. The portfolio turnover of the Commodity Index NL Fund is calculated from net flows divided by portfolio assets.

Investment Advisor. The Fund’s assets are allocated to REITs, U.S. TIPS and commodity futures in percentages to be determined by Northern Trust Investments. Income and gains attributable to the assets allocated to each asset class remain allocated to that portion unless and until re-allocated, and any differences in relative investment performance of the underlying funds in which the Fund invests corresponding to each asset class can change the percentage of total assets of the Fund comprising each portion.

Northern Trust Investments has retained State Street Bank to serve as Investment Advisor with respect to the Real Asset Return Fund. The assets of the Fund are invested indirectly through the REIT Index NL Fund, the TIPS NL Fund and the Commodity Index NL Fund, all of which are collective investment funds maintained by State Street Bank. Northern Trust Investments allocates contributions and transfers to, and withdrawals and transfers from, the Real Asset Return Fund between the underlying funds in which the Fund invests in a manner intended to achieve the targeted allocations of the Fund’s assets. State Street Bank receives a fee for its services payable from the Real Asset Return Fund’s assets at an annual rate of .078% of the assets of the Fund. Northern Trust Investments may, in the future and at its discretion, employ other investment advisors to provide investment advice with respect to the Fund or portions thereof.

~~State~~94 Street Bank is a Massachusetts chartered trust company and a wholly-owned subsidiary of State Street Corporation. SSgA is the investment management division of State Street Bank. As of December 31, 2011, State Street Bank had a total risk-based capital ratio of 19.6%, which is in excess of applicable regulatory minimum requirements for qualifying as a well-capitalized bank under the Federal Reserve Board’s risk-based capital rules. State Street Bank’s customers include mutual funds and other collective investment funds, corporate and public retirement plans, insurance companies, foundations, endowments and other investment pools, and investment managers. As of December 31, 2011, State Street Bank and its affiliates on a consolidated basis had approximately $21.8 trillion of assets under custody and administration and had approximately $1.9 trillion of assets under management. State Street Bank’s principal offices are located at One Lincoln Street, Boston, Massachusetts 02111.

ALTERNATIVE ALPHA FUND

Investment Objective. The Collective Trust established the Alternative Alpha Fund as an investment option on January 16, 2012. The investment objective of the Alternative Alpha Fund is to provide long-term total returns in excess of the yield on cash-equivalent investments. There can be no assurance that the Alternative Alpha Fund will achieve its investment objective.

Strategy. The Alternative Alpha Fund seeks to efficiently deliver exposure to a broad set of liquid asset classes by investing in a diversified portfolio of securities and instruments. These include Treasury Inflation Protected Securities, which we refer to as U.S. TIPS, other fixed-income securities, and a wide-array of the major liquid asset classes, including global developed and emerging market equities, global nominal and inflation linked-government bonds, emerging market bonds, mortgage-backed securities, corporate and sovereign debt, the

~~credit~~State ~~spreads~~Street ofBank ~~mortgage~~is ~~backed~~a ~~securities,~~Massachusetts ~~developed~~chartered trust company and ~~emerging~~a ~~market~~wholly-owned ~~currencies,~~subsidiary of ~~commodities~~State ~~and~~Street ~~derivatives~~Corporation. ~~with~~SSgA is the ~~objective~~investment management division of ~~providing~~State ~~long-term~~Street Bank. As of December 31, 2012, State Street Bank had a total ~~returns~~risk-based capital ratio of 19.1%, which is in excess of applicable regulatory minimum requirements for qualifying as a well-capitalized bank under the ~~yield~~Federal Reserve Board’s risk-based capital rules. State Street Bank’s customers include mutual funds and other collective investment funds, corporate and public retirement plans, insurance companies, foundations, endowments and other investment pools, and investment managers. As of December 31, 2012, State Street Bank and its affiliates on ~~cash-equivalent~~a ~~investments~~consolidated basis had approximately $24.2 trillion of assets under custody and administration and had approximately $2.1 trillion of assets under management. State Street Bank’s principal offices are located at One Lincoln Street, Boston, Massachusetts 02111.

~~Exposure~~ALTERNATIVE toALPHA ~~asset~~FUND classes is obtained by investing indirectly in commingled investment vehicles managed by the Fund’s Investment Advisors. The investment strategies used by the Investment Advisors are non-traditional, and include the use of derivatives, leverage, hedging and shorting. These strategies have certain non-traditional risks which can expose the Fund to losses. See “—Risk Factors” below.

Investment Objective. The Collective Trust established the Alternative Alpha Fund as an investment option on or about January 17, 2012. The investment objective of the Alternative Alpha Fund is to provide long-term total returns in excess of the yield on cash-equivalent investments. There can be no assurance that the Alternative Alpha Fund will achieve its investment objective.

Strategy. The Alternative Alpha Fund seeks to efficiently deliver exposure to a broad set of liquid asset classes by investing in a diversified portfolio of securities and instruments. These include Treasury Inflation Protected Securities, which we refer to as U.S. TIPS, other fixed-income securities, and a wide-array of the major liquid asset classes, including global developed and emerging market equities, global nominal and inflation linked-government bonds, emerging market bonds, mortgage-backed securities, corporate and sovereign debt, the credit spreads of mortgage backed securities, developed and emerging market currencies, commodities and derivatives with the objective of providing long-term total returns in excess of the yield on cash-equivalent investments.

Exposure to asset classes is obtained by investing indirectly in commingled investment vehicles managed by the Fund’s Investment Advisors. The investment strategies used by the Investment Advisors are non-traditional, and include the use of derivatives, leverage, hedging and short selling. These strategies have certain non-traditional risks which can expose the Fund to losses. See “—Risk Factors” below.

The commingled investment vehicles in which the Alternative Alpha Fund invests are comprised of the following:

•

the Wellington Trust Real Total Return Portfolio, which forms a part of the Wellington Trust Company, N.A. Multiple Collective Investment Funds Trust II, a collective investment trust maintained by Wellington Trust Company, N.A., and

•

the AQR Risk Parity Fund, a series of AQR Funds, a mutual fund managed by AQR Capital Management, LLC.

Allocations of the commingled investment vehicles in which the Alternative Alpha Fund invests are readjusted by Northern Trust Investments on a regular basis to maintain the appropriate asset mix. Assets in the Alternative Alpha Fund are currently allocated in accordance with the following target allocations:


	Target Allocation
Wellington Trust Real Total Return Portfolio		60	%
AQR Risk Parity Fund		40	%

When determining the allocations and reallocations to the underlying commingled vehicles, Northern Trust Investments considers a variety of factors, including but not limited to historical performance and characteristics of classes of allocated assets, volatility, liquidity, and overall risk profile.

Wellington Trust Real Total Return Portfolio. The investment objective of the Wellington Trust Real Total Return Portfolio is to provide long-term total return in excess of the Barclays Capital U.S. TIPS 1-10 Year Index. The Wellington Trust Real Total Return Portfolio seeks to achieve its investment objective through a combination of inflation-sensitive market exposures, relative value (absolute return) strategies and risk management, while also seeking a limited correlation to the equity markets. The Wellington Trust Real Total Return Portfolio’s inflation-sensitive market exposures are generally acquired through U.S. TIPS; however, the portfolio has latitude to pursue other inflation-sensitive market exposures. In addition, the Wellington Trust Real Total Return Portfolio utilizes relative-value strategies to seek incremental real return, and may utilize portfolio hedges in an effort to reduce portfolio risk.

The Wellington Trust Real Total Return Portfolio obtains TIPS exposure synthetically through the forward market and at times via cash securities or other derivative instruments. In addition to managing the duration and curve exposure of the TIPS exposures, the portfolio may seek to generate total return through opportunistic, non-benchmark investments in inflation-linked securities, nominal bonds, currencies, cash, and other asset classes.

Duration is not specifically targeted and the average duration of the Wellington Trust Real Total Return Portfolio is determined by the underlying securities and investment approaches. Duration positions may be assumed in individual countries or sectors, and there is no limit on the duration of individual holdings. The average quality of the Wellington Trust Real Total Return Portfolio is determined by the average quality of the underlying investment approaches, which may hold both investment grade and non-investment grade securities. Investments are drawn from the broad credit spectrum, including instruments rated below investment grade. There is no minimum credit rating for holdings of individual securities or currencies of the portfolio. The types of investments the portfolio may make are unconstrained.

With respect to relative value (absolute return) strategies of the Wellington Trust Real Total Return Portfolio, while primarily invested in fixed-income securities, these strategies may also invest in other asset classes. For instance, the portfolio may be invested in commodities, equity securities or currencies. The net investment in any one of these other asset classes generally will not exceed 15% of the portfolio and generally collectively will not exceed 30% of the portfolio.

The Wellington Trust Real Total Return Portfolio is expected to use derivatives in pursuit of its objectives. The Wellington Trust Real Total Return Portfolio’s gross investment exposure, defined as the market exposure associated with the sum of all long positions plus the market exposure associated with the absolute value of the sum of all short positions, is expected to be substantially higher than 100%.

In pursuit of its objective to exceed the return of the Barclays Capital U.S. TIPS 1-10 Year Index over the long-term, the portfolio typically takes significant risk positions that deviate from the benchmark. The level and variability of its returns may differ significantly from those of the benchmark. In general, the portfolio is likely to provide a variability of return greater than that of the benchmark, and there is a risk of negative returns.

The Wellington Trust Real Total Return Portfolio also regularly assesses and seeks to manage risk within a return-contribution-to-risk framework and seeks to create a portfolio with a balance of risk across investments. The portfolio is monitored and stress-tested against multiple factors, including equity markets performance. In an effort to reduce risk, hedges may be utilized in the portfolio based on the investment outlook of the Investment Advisor. There can be no guarantee that the Wellington Trust Real Total Return Portfolio’s efforts to mitigate risk will be successful, and there is no assurance the portfolio will achieve its investment objective or attain any particular investment results. Neither the Wellington Trust Real Total Return Portfolio nor its units are registered with the Securities and Exchange Commission under the Securities Act of 1933.

AQR Risk Parity Fund. The investment objective of the AQR Risk Parity Fund is total return consisting of capital appreciation and income through allocation of assets among major liquid asset classes (including global developed and emerging market equities, global nominal and inflation-linked government bonds, emerging market bonds, mortgage-backed securities, corporate and sovereign debt, the credit spreads of mortgage-backed securities, developed and emerging market currencies, and commodities). The AQR Risk Parity Fund intends to gain exposure to these asset classes by investing in a portfolio of many different types of instruments, including, but not limited to, equity securities (such as common stock, preferred stocks and convertible securities), equity futures, currency forwards, commodity futures, swaps on commodity futures, bond futures, swaps on bond futures, interest rate swaps, credit default swaps, credit default index swaps, inflation swaps, corporate and government bonds, including inflation-protected government bonds, cash and cash equivalents either by investing directly in those instruments, or indirectly by investing in other investment vehicles that invest in these instruments. The AQR Risk Parity Fund will generally have some level of investment in the majority of asset classes and instruments (which includes over 60 exposures globally) but there is no stated limit on the percentage of assets the AQR Risk Parity Fund can invest in a particular instrument or the percentage of assets it will allocate to any one asset class. At times, the AQR Risk Parity Fund may focus on a small number of investment instruments or asset classes. The allocation among the different asset classes is based on the Investment Advisor’s assessment of the risk associated with the asset class, the investment opportunity presented by each asset class, as well as the Investment Advisor’s assessment of prevailing market conditions within the asset classes in the U.S. and abroad.

In96 allocating assets among asset classes, the Investment Advisor follows a “risk parity” approach. This approach to asset allocation seeks to balance the allocation of risk across asset classes (as measured by forecasted volatility, estimated potential loss, and other proprietary measures) when building the portfolio. Lower-risk asset classes (such as global fixed income and inflation-linked government bonds) will generally have higher notional allocations than higher-risk asset classes (such as global developed and emerging market equities). A “neutral” asset allocation targets an equal risk allocation from each of the following four major risk sources: equity risk, fixed income risk, inflation risk and credit risk. The Investment Advisor expects to tactically vary the AQR Risk Parity Fund’s allocation to the various asset classes depending on market conditions, which can cause the fund to

~~deviate~~market ~~from~~bonds, amortgage-backed ~~“neutral”~~securities, ~~position~~corporate and sovereign debt, the credit spreads of mortgage-backed securities, developed and emerging market currencies, and commodities). The ~~desired~~AQR ~~overall~~Risk Parity ~~risk~~Fund ~~level~~intends to gain exposure to these asset classes by investing in a portfolio of ~~the~~many different types of instruments, including, but not limited to, equity securities (such as common stock, preferred stocks and convertible securities), equity futures, currency forwards, commodity futures, swaps on commodity futures, bond futures, swaps on bond futures, interest rate swaps, credit default swaps, credit default index swaps, inflation swaps, corporate and government bonds, including inflation-protected government bonds, cash and cash equivalents either by investing directly in those instruments, or indirectly by investing in other investment vehicles that invest in these instruments. The AQR Risk Parity Fund ~~may~~will begenerally ~~increased~~have some orlevel ~~decreased~~of byinvestment in the ~~Investment~~majority ~~Advisor.~~of ~~There~~asset ~~can~~classes beand instruments (which includes over 60 exposures globally) but there is no ~~assurance~~stated ~~that employing~~limit on the percentage of assets the AQR Risk Parity Fund can invest in a ~~“risk~~particular ~~parity”~~instrument ~~approach~~or the percentage of assets it will ~~achieve~~allocate to any ~~particular~~one ~~level~~asset class. At times, the AQR Risk Parity Fund may focus on a small number of ~~return~~investment instruments or ~~will~~asset classes. The allocation among the different asset classes is based on the Investment Advisor’s assessment of the risk associated with the asset class, inthe ~~fact~~investment opportunity presented by each asset class, ~~reduce~~as ~~volatility~~well oras ~~potential~~the ~~loss~~Investment Advisor’s assessment of prevailing market conditions within the asset classes in the U.S. and abroad.

In allocating assets among asset classes, the Investment Advisor follows a “risk parity” approach. This approach to asset allocation seeks to balance the allocation of risk across asset classes (as measured by forecasted volatility, estimated potential loss, and other proprietary measures) when building the portfolio. Lower-risk asset classes (such as global fixed income and inflation-linked government bonds) will generally have higher notional allocations than higher-risk asset classes (such as global developed and emerging market equities). A “neutral” asset allocation targets an equal risk allocation from each of the following four major risk sources: equity risk, fixed income risk, inflation risk and credit risk. The Investment Advisor expects to tactically vary the AQR Risk Parity Fund’s allocation to the various asset classes depending on market conditions, which can cause the fund to deviate from a “neutral” position. The desired overall risk level of the AQR Risk Parity Fund may be increased or decreased by the Investment Advisor. There can be no assurance that employing a “risk parity” approach will achieve any particular level of return or will, in fact, reduce volatility or potential loss.

AQR Capital Management will vary the AQR Risk Parity Fund’s exposures to asset classes based on its evaluation of investment opportunities within and across asset classes. AQR Capital Management will use proprietary volatility forecasting and portfolio construction methodologies to manage the AQR Risk Parity Fund. Shifts in allocations among assets classes or instruments will be determined using models based on AQR Capital Management’s general value and momentum investment philosophy.

The AQR Risk Parity Fund intends to invest up to 25% of its total assets in a wholly-owned and controlled subsidiary of the AQR Risk Parity Fund, organized under the laws of the Cayman Islands as an exempted company, which we refer to as the AQR Subsidiary. Generally, the AQR Subsidiary will invest primarily in commodity futures and swaps on commodity futures but it may also invest in financial futures, option and swap contracts, fixed income securities, pooled investment vehicles and other investments intended to serve as margin or collateral for the AQR Subsidiary’s derivative positions. The AQR Risk Parity Fund will invest in the AQR Subsidiary in order to gain exposure to the commodities markets within the limitations of the federal tax laws, rules and regulations that apply to registered investment companies. Unlike the AQR Risk Parity Fund, the AQR Subsidiary may invest without limitation in commodity-linked derivatives. In addition, to the extent applicable to the investment activities of the AQR Subsidiary, the AQR Subsidiary will be subject to the same fundamental investment restrictions and will follow the same compliance policies and procedures as the AQR Risk Parity Fund.

Investment Guidelines and Restrictions. The Alternative Alpha Fund may invest in a diversified portfolio of major liquid asset classes, as noted above. The Fund, in addition to investing in virtually any asset class, may engage in transactions in derivatives, including, but not limited to, financial futures (including interest rate futures), swap contracts and foreign currency forwards, options and futures instruments, swaps on futures, CMO and other derivative mortgage-backed securities and other investments as deemed appropriate. Exposure to these asset classes and instruments is generally obtained by investing indirectly in commingled vehicles managed by Investment Advisors.

and other derivative mortgage-backed securities and other investments as deemed appropriate. Exposure to these asset classes and instruments is generally obtained by investing indirectly in commingled vehicles managed by Investment Advisors.

The Alternative Alpha Fund may, indirectly through its investments in its underlying commingled investment funds, invest in equity securities (such as listed and unlisted common stock, preferred stocks and convertible securities); equity futures, currency forwards, commodity futures, swaps on commodity futures, bond futures, swaps on bond futures, interest rate swaps, credit default swaps, credit default index swaps, inflation swaps, cash corporate and government bonds, including inflation protected government bonds, cash and cash equivalents, money market fund shares, sovereign, agency, supranational, mortgage-backed, “to-be-announced” securities, corporate and asset-backed securities, bank loans, convertible bonds, depository receipts (including ADRs and GDRs) and derivatives as the Investment Advisors deem appropriate under the circumstances.

The Alternative Alpha Fund’s use of futures contracts, forward contracts, swaps and certain other instruments will have the economic effect of financial leverage. Financial leverage magnifies exposure to the swings in prices of an asset class underling an instrument and results in increased volatility, which means the Fund will have the potential for greater gains, as well as the potential for greater losses, than if it did not use instruments that have a leveraging effect. Leveraging tends to magnify, sometimes significantly, the effect of any increase or decrease in the Fund’s exposure to an asset class and may cause the Fund’s net asset value to be volatile. There is no assurance that the Fund’s use of instruments providing enhanced exposure will enable it to achieve its investment objective.

A significant portion of the assets of the Fund may be invested directly or indirectly in money market instruments, which may include, but are not be limited to, U.S. government securities, U.S. government agency securities, short-term fixed income securities, overnight and/or fixed term repurchase agreements, money market mutual fund shares, and cash and cash equivalents with one year or less term to maturity. The Fund may also enter into reverse repurchase agreements, which may also create leverage.

The Alternative Alpha Fund has no geographic limits on where its investments may be located or where its assets may be exposed. The Fund may have exposure to emerging markets, fixed income securities of U.S. and non-U.S. issuers of any credit quality, including securities that are unrated or are rated in the lowest credit rating categories. There is no percentage limit on the Fund’s exposure to below investment-grade fixed income securities, including emerging markets fixed-income securities, or to small less-liquid equity securities. The Fund may have exposure to equity securities of companies of any market capitalization. The Fund may have exposure in long and short positions across all of the asset classes; however, the portion of the Alternative Alpha Fund invested in the Wellington Trust Real Total Return Portfolio may not hold short positions in equity securities of individual companies. For the portion of the Alternative Alpha Fund invested in the AQR Risk Parity Fund, there is no maximum or minimum exposure to any one investment instrument or any one asset class.

The Alternative Alpha Fund may invest temporarily and without limitation for defensive purposes in short-term fixed-income securities. These securities may also be used to invest uncommitted cash balances or to maintain liquidity to provide for investor redemptions.

Risk Factors. New Fund Risk. The operations of the Alternative Alpha Fund commenced on January 1617, 2012. The Fund thus has limited operating history, and investors in the Alternative Alpha Fund bear the risk that the investment strategy of the Alternative Alpha Fund may not be successful, which could result in losses to value.

Interest Rate Risk Applicable to Investment in Fixed-Income Securities. The Alternative Alpha Fund, to the extent invested in longer-term fixed-income securities, is subject to the risks associated with investing in such instruments. Fixed-income securities such as bonds are issued to evidence loans that investors make to corporations and governments, either foreign or domestic. If prevailing interest rates fall, the market value of ~~fixed-income~~ securities that trade on a yield basis tends to rise. On the other hand, if prevailing interest rates rise, the market value of fixed-income securities generally will fall. In general, the shorter the maturity, the lower the yield but the greater the price stability. These factors may have an effect on the Unit price of the Alternative Alpha Fund. A change in the level of interest rates will tend to cause the net asset value per Unit of the Alternative Alpha Fund to change. If such interest rate changes are sustained over time, the yield of the Alternative Alpha Fund will fluctuate accordingly.

fixed-income securities that trade on a yield basis tends to rise. On the other hand, if prevailing interest rates rise, the market value of fixed-income securities generally will fall. In general, the shorter the maturity, the lower the yield but the greater the price stability. These factors may have an effect on the Unit price of the Alternative Alpha Fund. A change in the level of interest rates will tend to cause the net asset value per Unit of the Alternative Alpha Fund to change. If such interest rate changes are sustained over time, the yield of the Alternative Alpha Fund will fluctuate accordingly.

Risks of TIPS. The Alternative Alpha Fund is also subject to interest rate risk to the extent invested in TIPS. Generally, when interest rates rise, the value of inflation-indexed securities will fall, although not necessarily as significantly as other longer-term bonds. TIPS are also subject to deflation risk. Deflation risk is the possibility that prices throughout the economy decline over time—the opposite of inflation. If inflation is negative, the principal and income of an inflation-protected bond will decline and could result in losses. The greatest risk for the Alternative Alpha Fund investing in TIPS occurs when interest rates rise and inflation declines. The inflation protected securities markets are generally much smaller and less liquid than the nominal bonds from the same issuers and as such can suffer losses during times of economic stress or illiquidity.

Risks Associated with Short-Term Debt Instruments. For information and risk factors associated with investing in stable assets or cash-equivalent instruments, see “Stable Asset Return Fund—Risk Factors—Credit Risk.”

Mortgage-Backed Securities Risk. Mortgage-related and other mortgage-backed securities are subject to certain risks, including “extension risk” (i.e., in periods of rising interest rates, issuers may pay principal later than expected) and “prepayment risk” (i.e., in periods of declining interest rates, issuers may pay principal more quickly than expected, causing the Fund to reinvest proceeds at lower prevailing interest rates). Exposure to mortgage-backed securities offered by non-governmental issuers are subject to other risks as well, including failures of private insurers to meet their obligations and unexpectedly high rates of default on the mortgages backing the securities.

Sovereign Debt Risk. Investments of the Alternative Alpha Fund are subject to the risk that a governmental entity may delay or refuse to pay interest or repay principal on its sovereign debt, due, for example, to cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of the governmental entity’s debt position in relation to the economy or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a governmental entity defaults, it may ask for more time in which to pay or for further loans. There is no legal process for collecting sovereign debt that a government does not pay nor are there bankruptcy proceedings through which all or part of the sovereign debt that a governmental entity has not repaid may be collected.

problems, insufficient foreign currency reserves, political considerations, the relative size of the governmental entity’s debt position in relation to the economy or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a governmental entity defaults, it may ask for more time in which to pay or for further loans. There is no legal process for collecting sovereign debt that a government does not pay nor are there bankruptcy proceedings through which all or part of the sovereign debt that a governmental entity has not repaid may be collected.

U.S. Government Securities Risk. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Obligations of U.S. Government agencies and authorities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. Government. No assurance can be given that the U.S. Government will provide financial support to its agencies and authorities if it is not obligated by law to do so. Certain of the government agency securities the Fund may purchase are backed only by the credit of the government agency and not by full faith and credit of the United States.

Equity Markets Risk. To the extent invested in the equity markets, the Alternative Alpha Fund is subject to a variety of market and financial risks. Common stocks, the most familiar type of equity security, represent an equity (ownership) interest in a corporation. Although common stocks and other equity securities have a history of long-term growth in value, their prices may fluctuate dramatically in the short term in response to changes in market conditions, interest rates and other company, political and economic developments. In addition, investments in small capitalization and mid-capitalization equity securities, involve special risks. For risk factors associated with investing in these securities, see “Small-Mid Cap Equity Fund—Risk Factors—Risk of Investing in Medium-Sized and Smaller Companies”. The Unit price of the Alternative Alpha Fund to the extent so invested in the equity markets will fluctuate, and the holders of Units in the Alternative Alpha Fund should be able to tolerate changes, sometimes sudden or substantial, in the value of their investment.

~~Risks~~99 Associated with Commodity Investments. For information and risk factors associated with investing in commodities, see Real Asset Return Fund—Risk Factor—Risk Associated with Commodity Investments.”

Risks Associated with Commodity Investments. For information and risk factors associated with investing in commodities, see Real Asset Return Fund—Risk Factors—Risks Associated with Commodity Investments.”

Risk of Investing in REITs. To the extent invested in REITs, the Alternative Alpha Fund will be subject to the risks associated with investing in these securities. See “Real Asset Return Fund—Risk Factors—Risks of Investing in REITs.”

Momentum Style Risk. Investing in securities with positive “momentum” entails investing in securities that have had above-average recent returns. These securities may be more volatile than a broad cross-section of securities. In addition, there may be periods when the “momentum” style is out of favor, and during which the investment performance of a portion of the Alternative Alpha Fund using a “momentum” strategy may suffer.

Investing in International Securities. The Fund invests in foreign securities, and may also invest in exchange traded funds or exchange traded notes. Like U.S. security investments, securities of foreign companies offer investors a way to build capital over time. Nevertheless, the long-term rise of foreign security prices as a group has been punctuated by periodic declines. Share prices of all companies, even the best managed and most profitable, whether U.S. or foreign, are subject to market risk, which means they can fluctuate widely. The volatility of emerging markets may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect stock prices and, therefore, the Fund’s Unit price. For this reason, investors in foreign stocks should have a long-term investment horizon and be willing to wait out declining markets.

The values of foreign fixed-income securities fluctuate in response to changes in U.S. and foreign interest rates. Income received by the Alternative Alpha Fund from sources within foreign countries may also be reduced by withholding and other taxes imposed by those countries, although tax conventions between some countries and the United States may reduce or eliminate these taxes. Any taxes paid by the Alternative Alpha Fund will reduce the net income earned by the Fund.

In addition, short-term movements in currency exchange rates could adversely impact the availability of funds to pay for redemptions of Units of the Alternative Alpha Fund. For example, if the exchange rate for a currency declines after a security has been sold to provide funds for a redemption from the Fund but before those funds are translated into U.S. dollars, it could be necessary to liquidate additional Fund investments in order to finance the redemption.

Risks of Investment in Derivative Instruments. The Alternative Alpha Fund is subject to the risks associated with the use of derivatives. See “Derivative Instruments.”

Credit Default Swap Agreements Risk. The Alternative Alpha Fund intends to enter into credit default swap agreements, credit default index swap agreements and similar agreements as a protection “seller” in order to gain exposure to the credit risk of U.S. and non-U.S. fixed income securities and sovereign debt, as well as mortgage-backed securities. The Fund may also be a “buyer” of credit protection. Credit default swap agreements involve special risks because they may be difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty).

Leverage Risk. As part of the Alternative Alpha Fund’s investment strategy, the Fund will make investments in futures contracts, forward currency contracts and other derivative instruments. The futures contracts and certain other derivatives provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If the Alternative Alpha Fund indirectly uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a “when-issued” basis or purchasing derivative instruments in an effort to increase its returns, the Fund has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, ~~that exceeds the net assets of the Fund. The Alternative Alpha Fund may employ leverage, which would cause the Fund to be more~~ ~~volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.~~

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that exceeds the net assets of the Fund. The Alternative Alpha Fund may employ leverage, which would cause the Fund to be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Currency Risk. Currency risk refers to a decline in the value of a foreign currency versus the value of the U.S. dollar, which reduces the U.S. dollar value of securities denominated in that currency. The overall impact on the Fund’s holdings can be significant, unpredictable and long-lasting, depending on the currencies represented in the Fund’s portfolio and how each one appreciates or depreciates in relation to the U.S. dollar and whether currency positions are hedged. Exchange rate movements are unpredictable and it is not possible to effectively hedge the currency risks of many developing countries.

Reverse Repurchase Agreements Risk. Reverse repurchase agreements involve the risk that the party with whom the Fund has entered into the agreement will default on its obligations to the Fund and the risk that the Fund will not be able to meet its obligations to the other party to the agreement. The Fund could lose money if it is unable to recover the securities and the value of the collateral held by the Fund, including the value of the investments made with cash collateral, is less than the value of securities. These events could also trigger adverse tax consequences to the Fund. Furthermore, reverse repurchase agreements involve the risks that (i) the interest income earned in the investment of the proceeds will be less than the interest expense, (ii) the market value of the securities retained in lieu of sale by the Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase, and (iii) the market value of the securities sold will decline below the price at which the Fund is required to repurchase them. In addition, the use of reverse repurchase agreements may be regarded as leveraging.

Political and Economic Factors. The economic and political structures of developing nations, in most cases, do not compare favorably with the United States or other developed countries in terms of wealth and stability and their financial markets often lack liquidity. Therefore, investments in these emerging countries are riskier, and may be subject to erratic and abrupt price movements. Even investments in countries with highly developed economies are subject to risk. For example, prices of Japanese stocks suffered a steep decline during much of the 1990s. Moreover, while some countries have made progress in economic growth, liberalization, fiscal discipline and political and social stability, there is no assurance these trends will continue. Investment in these markets is, therefore, significantly riskier than investment in other markets.

1990s. Moreover, while some countries have made progress in economic growth, liberalization, fiscal discipline and political and social stability, there is no assurance these trends will continue. Investment in these markets is, therefore, significantly riskier than investment in other markets.

High Portfolio Turnover Risk. In investing on a shorter-term basis, the Alternative Alpha Fund may trade more frequently and incur higher levels of brokerage fees and commissions.

Investment in Other Investment Vehicles Risk. As with other investments, investments in other investment vehicles, including mutual funds, are subject to market and selection risk. In addition, in connection with the Alternative Alpha Fund acquiring shares of other investment vehicles, investors in the Fund will bear both their proportionate share of expenses in the Fund and, indirectly, the expenses of the investment vehicles (including management and advisory fees).

Model and Data Risk. The Investment Advisors of the Alternative Alpha Fund may rely on quantitative models (both proprietary models and those supplied by third parties) and information and data supplied by third parties. Models and data are used to construct sets of transactions and investments, to provide risk management insights, and to assist in hedging the Fund’s investments.

When models and data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks. Similarly, any hedging based on faulty models and data may prove to be unsuccessful. Some of the models used by for the Fund may be predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data.

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All models rely on correct market data inputs. If incorrect market data is entered into even a well-founded model, the resulting information will be incorrect. However, even if market data is input correctly, “model prices” will often differ substantially from market prices, especially for securities with complex characteristics, such as derivative securities.

Volatility Risk. The Alternative Alpha Fund may have investments that appreciate or decrease significantly in value over short periods of time. This may cause the Fund’s net asset value per share to experience significant appreciations or decreases in value over short periods of time.

Emerging Markets Risk. The Fund may invest in emerging markets. Political and economic structures in many emerging markets countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristic of more developed countries. Governments in many emerging markets countries participate to a significant degree in the countries’ economies and securities markets. As a result, the risks of investing in the securities of foreign companies generally, including the risks of nationalization or expropriation, may be heightened. The small size and inexperience of the securities markets, and a more limited volume of trading in securities, in certain of these countries may also make the Fund’s investments in securities of companies located in such countries illiquid and more volatile than investments in more developed countries, and the Fund may be required to establish special custody or other arrangements before making certain investments in these countries. There may be little financial or accounting information available with respect to companies located in certain of such countries, and it may be difficult as a result to assess the value or prospects of an investment in such companies. Emerging markets often have provided significantly higher or lower rates of return than developed markets, and significantly greater risks to investors.

Event Risk. The Fund may use strategies which seek to take advantage of price discrepancies between two highly correlated assets. The success of the strategies depends on the prices of those two similar securities to converge, thus eliminating the price discrepancy. These trading strategies are subject to event risk such that an unlikely “event” occurs which causes the value of the two securities to diverge, rather than converge as expected, thus incurring losses to the Fund. These events most likely occur during periods of significant financial stress.

Short Sale Risk. The Fund may enter into a short sale by selling a security it has borrowed (typically from a broker or other institution). If the market price of a security increases after the Fund borrows the security, the Fund will suffer a (potentially unlimited) loss when it replaces the borrowed security at the higher price. In certain cases, purchasing a security to cover a short position can itself cause the price of the security to rise further, thereby exacerbating the loss. In addition, the Fund may not always be able to borrow the security at a particular time or at an acceptable price. Before the Fund replaces a borrowed security, it is required to designate on its books cash or liquid assets as collateral to cover the Fund’s short position, marking the collateral to market daily. The obligation limits the Fund’s investment flexibility, as well as its ability to meet redemption requests or other current obligations. The Fund may also take a short position in a derivative instrument, such as a future, forward or swap. A short position on a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying instrument (translating to a corresponding loss for the Fund). Short sales also involve transaction and other costs that will reduce potential Fund gains and increase potential Fund losses.

Credit Risk. Credit risk refers to the possibility that the issuer of a security will not be able to make principal and interest payments when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation. Securities rated in the four highest categories by the nationally-recognized credit rating agencies are considered investment grade, but they may also have some speculative characteristics, meaning that they carry more risk than higher rated securities and may have problem making principal and interest payments in difficult economic climates. Investment grade ratings do not guarantee that bonds will not lose value.

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TBA Commitments. The Alternative Alpha Fund may enter into TBA commitments to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price for the security that is the subject of TBA commitments has been established at the time of commitment, the principal amount has not been finalized. However, the amount of the TBA commitment will not fluctuate more than 1.0% from the principal amount. The Alternative Alpha Fund holds, and maintains until the settlement date, cash or liquid securities in an amount sufficient to meet the purchase price. TBA commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, and such risk is in addition to the risk of decline in the value of the Alternative Alpha Fund’s other assets. Risks may also arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts. During the period prior to settlement, the Alternative Alpha Fund will not be entitled to accrue interest or receive principal payments. Unsettled TBA commitments are valued at the current market value of the underlying securities. The Alternative Alpha Fund may dispose of a commitment prior to settlement if the Alternative Alpha Fund’s Investment Advisors deem it appropriate to do so. Upon settlement date, the Alternative Alpha Fund may take delivery of the securities or defer the delivery to the next month. The Alternative Alpha Fund may also purchase or sell securities on a when-issued or delayed delivery basis. For information regarding risks involved in these activities, see “Stable Asset Return Fund—Risk Factors—‘When-Issued’ Securities.”

Liquidity Risk. If the Fund invests in illiquid investments, it may experience difficulty in selling the investments in a timely manner at the price that it believes the investments are worth. In times of financial market stress, investments which are typically liquid may become highly illiquid, making it more difficult for the Fund to transact in these instruments. In addition, market conditions may cause the Fund to experience temporary mark-to-market losses, especially in less liquid positions, even in absence of any selling of investments by the Fund.

AQR Subsidiary Risk. The AQR Subsidiary in which the AQR Risk Parity Fund invests is organized under the laws of the Cayman Islands. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the AQR Subsidiary to operate as described above and could adversely affect the AQR Risk Parity Fund and the Alternative Alpha Fund.

Value Style Risk. AQR Capital Management follows a “value” style of investing with respect to the AQR Risk Parity Fund. Investing in “value” stocks presents the risk that the stocks may never reach what the Investment Advisor believes are their full market values, either because the market fails to recognize what the Investment Advisor considers to be the companies’ true business values or because the Investment Advisor misjudged those values. In addition, value stocks may fall out of favor with investors and underperform growth stocks during given periods.

Restrictions on Transfers into the Fund. Contributions directly into the Fund are not permitted. Participants may only make transfers into the Alternative Alpha Fund from investments allocated to other Funds established under the Collective Trust. Transfers into the Alternative Alpha Fund by or on behalf of a Participant may not cause the aggregate unit value of the investment in the Alternative Alpha Fund to exceed 15% of the aggregate unit value of all such Participant investments in the Funds and the Balanced Fund at the time of transfer. See “Transfers Among Investment Options and Withdrawals—Frequent Trading; Restrictions on Transfers.”

Portfolio Turnover. As the level of portfolio turnover increases, transaction expenses incurred directly or indirectly by the Alternative Alpha Fund, such as brokerage commissions, increase, which may adversely affect the Fund’s performance. Portfolio turnover depends on the types and proportions of the Fund’s assets and may change frequently in accordance with market conditions. The portfolio turnover rate for the commingled investment vehicles in which the Fund invests may be higher than the rates for more traditional investment vehicles. Each of the Investment Advisors to such underlying vehicles will determine to buy or sell securities independently from other Investment Advisors. Thus, one such Investment Advisor may be selling a security ~~when~~ another Investment Advisor is purchasing that same security. The Investment Advisors will not consider portfolio turnover a limiting factor in making investment decisions. A high portfolio turnover rate (100% of more) is likely to involve higher brokerage commissions and other transaction costs, which could reduce return. The portfolio turnover rate of the Alternative Alpha Fund will reflect purchases and sales by the Fund of shares of the Wellington Trust Real Total Return Portfolio and the AQR Risk Parity Fund through which the Fund invests its assets, rather than the portfolio turnover rate of the underlying investment vehicles. The portfolio turnover rate for the Wellington Trust Real Total Return Portfolio was 1430% for the twelve months ended January 31, 2012 and 1230% for the twelve months ended April 30, 2011. The portfolio turnover rate for the AQR Risk Parity Fund was 66% for the period for the twelve months ended December 31, 2011 and 19% for the period from inception through December 31 2010. In accordance with industry practice, derivative instruments and instruments with a maturity of one year or less at the time of acquisition are excluded from the calculation of the portfolio turnover rate for the portion of the Alternative Alpha Fund that is invested in the AQR Risk Parity Fund. If these instruments were included in the calculation, such fund would have a higher portfolio turnover rate.

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when another Investment Advisor is purchasing that same security. The Investment Advisors will not consider portfolio turnover a limiting factor in making investment decisions. A high portfolio turnover rate (100% of more) is likely to involve higher brokerage commissions and other transaction costs, which could reduce return. The portfolio turnover rate of the Alternative Alpha Fund will reflect purchases and sales by the Fund of shares of the Wellington Trust Real Total Return Portfolio and the AQR Risk Parity Fund through which the Fund invests its assets, rather than the portfolio turnover rate of the underlying investment vehicles. The portfolio turnover rate for the Wellington Trust Real Total Return Portfolio was 2069% for the portfolio’s fiscal year ended April 30, 2012. The portfolio turnover rate for the AQR Risk Parity Fund was 72% for the twelve months ended December 31, 2012. In accordance with industry practice, derivative instruments and instruments with a maturity of one year or less at the time of acquisition are excluded from the calculation of the portfolio turnover rate for the portion of the Alternative Alpha Fund that is invested in the AQR Risk Parity Fund. If these instruments were included in the calculation, such fund would have a higher portfolio turnover rate.

Investment Advisor. The Alternative Alpha Fund’s assets are expected to be invested indirectly through allocation to the commingled investment vehicles managed by different Investment Advisors in percentages to be determined at the discretion of Northern Trust Investments. Income and gains attributable to the assets allocated to the commingled investment vehicle of each Investment Advisor to the Fund remain allocated to that vehicle unless and until reallocated by Northern Trust Investments, and any differences in relative investment performance of the investment vehicles can change the percentage of total assets of the Fund comprising each portion of the Fund.

Northern Trust Investments allocates contributions and transfers to, and withdrawals and transfers from, the Fund between the commingled investment vehicles of each of the Investment Advisors in a manner intended to achieve the targeted allocations of the Fund’s assets. Northern Trust Investments may, in the future and at isits discretion, invest in other commingled investment vehicles or employ other Investment Advisors with respect to the Alternative Alpha Fund or portions thereof.

Wellington Trust Company, N.A., which we refer to as Wellington Trust, located at 280 Congress Street, Boston, Massachusetts 02210, is a national banking association whose business is to provide investment management, trust and other fiduciary services. Wellington Trust has retained Wellington Management Company, LLP (“Wellington Management”), the parent company of Wellington Trust, to provide day-to-day investment management and related services to the Wellington Trust Real Total Return Portfolio. Wellington Management is a Massachusetts limited liability partnership and an investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. As of December 31, 2012, Wellington Management had approximately $758 billion in assets under management.

~~100~~AQR Capital Management, LLC, which we refer to as AQR Capital Management or AQR, located at Two Greenwich Plaza, 3rd Floor, Greenwich, Connecticut 06830, is a Delaware limited liability company formed in 1998. AQR Capital Management is a wholly-owned subsidiary of AQR Capital Management Holdings, LLC (“AQR Holdings”), which has no activities other than holding the interests of AQR Capital Management. AQR Holdings is a subsidiary of AQR Capital Management Group, L.P. (“AQR LP”) which has no activities other than holding the interests of AQR Holdings. Clifford S. Asness, Ph.D. may be deemed to control AQR Capital Management indirectly through his significant ownership interest in AQR LP. AQR Capital Management provides discretionary investment management services to mutual funds, collective investment vehicles, including unregistered investment companies relying on either Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, private investment partnerships, foreign investment companies and separately managed accounts. AQR Capital Management focuses on providing quantitative investment analysis, which relies on its proprietary models, utilizing a set of valuation, momentum and other factors to generate views of securities and apply them in a disciplined and systematic process. As of December 31, 2012, AQR Capital Management and its affiliates on a consolidated basis had approximately $71.2 billion of assets under management.

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Company, LLP (“Wellington Management”), the parent company of Wellington Trust, to provide day-to-day investment management and related services to the Wellington Trust Real Total Return Portfolio. Wellington Management is a Massachusetts limited liability partnership and an investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. As of December 31, 2011, Wellington Management had approximately $651 billion in assets under management.

AQR Capital Management, LLC, which we refer to as AQR Capital Management, located at Two Greenwich Plaza, 3rd Floor, Greenwich, Connecticut 06830, is a Delaware limited liability company formed in 1998. AQR Capital Management is a wholly-owned subsidiary of AQR Capital Management Holdings, LLC (“Holdings”), which has no activities other than holding the interest of AQR Capital Management. Holdings is majority owned by AQR Capital Management’s principals and Clifford S. Asness, Ph.D. may be deemed to control AQR Capital Management indirectly through his significant ownership interest in Holdings. AQR Capital Management provides discretionary investment management services to mutual funds, collective investment vehicles, including unregistered investment companies relying on either Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, private investment partnerships, foreign investment companies and separately managed accounts. AQR Capital Management focuses on providing quantitative investment analysis, which relies on its proprietary models, utilizing a set of valuation, momentum and other factors to generate views of securities and apply them in a disciplined and systematic process. As of December 31, 2011, AQR Capital Management and its affiliates on a consolidated basis had approximately $43.6 billion of assets under management.

RETIREMENT DATE FUNDS

Investment Objective. The Retirement Date Funds provide a series of diversified investment funds each of which is designed to correspond to a particular time horizon to retirement. The six Retirement Date Funds, designated as the Lifetime Income Retirement Date Fund, the 2010 Retirement Date Fund, the 2020 Retirement Date Fund, the 2030 Retirement Date Fund, the 2040 Retirement Date Fund and the 2050 Retirement Date Fund, respectively, offer six separate “target retirement date” strategies, each with aits ~~distinct~~own asset mix. With the exception of the Lifetime Income Retirement Date Fund, which is designed for those currently ~~retired~~well into retirement, each Retirement Date Fund’s asset mix will, over time, become progressively more conservative as the specified target ~~retirement~~ date for most conservative investment mix draws nearer. The Retirement Date Funds utilize a broad range of asset classes and a quarterly rebalancing process to provide diversification of returns and risks consistent with the stated time horizon to ~~retirement~~most conservative investment mix. Investment in each such asset class is obtained by investing in index strategies or other pooled strategies designed for low tracking error.

Each Retirement Date Fund has an ~~initial~~ investment strategy representing specific risk and reward characteristics that take into account the remaining time horizon to ~~the~~ most conservative investment mix. The longer the time horizon to the year in which a Retirement Date Fund will reach its most conservative investment mix, the greater is the Retirement Date Fund’s ~~initial~~current risk and potential reward profile. AsEach ~~now constituted, each~~ Retirement Date Fund ~~will~~reaches ~~reach~~ its most conservative investment mix five years after the target retirement date. The target retirement date for each Retirement Date Fund, other than the Lifetime Income Retirement Date Fund, is the year specified in the ~~Retirement Date~~ Fund’s name.

The Lifetime Income Retirement Date Fund seeks to avoid significant loss of principal for investors who are considerably beyond their retirement date and is comprised primarily of bonds and shorter-term high-quality debt instruments to provide stability and income (although such Fund also has asignificant target equity exposure ~~of 30%~~). The 2010 Retirement Date Fund currently seeks to provide a ~~blend~~mix of long-term capital appreciation and stability of principal for participants ~~planning~~whose toretirement ~~retire~~date occurred in or around the year 2010. The 2020 Retirement Date Fund currently seeks to provide a mix of long-term capital appreciation and stability of principal for participants planning to retire in or around the year 2020. The 2030 Retirement Date Fund currently seeks to provide ~~mostly~~ long-term capital appreciation for participants planning to retire in or around the year 2030 and is comprised mainly of stocks ~~with~~for higher growth potential. The 2040 Retirement Date Fund currently seeks to provide long-term capital appreciation for participants planning to retire in or around 2040 and is comprised mainly of stocks for significant growth potential. The 2050 Retirement Date Fund currently seeks to provide long-term capital appreciation for participants planning to retire in or around 2050 and is comprised mainly of stocks for significant growth potential. There can be no assurance that any Retirement Date Fund will achieve its investment objective. Furthermore, none of the Retirement Date Funds guarantees that participants will meet their income needs for retirement.

~~101~~Strategy. The Retirement Date Funds generally seek to replicate the total return of respective composite benchmarks, in percentages determined from time to time with respect to each Retirement Date Fund. The Retirement Date Funds obtain exposure to various equity, fixed-income and other asset classes by investment in collective investment funds maintained by State Street Bank and Trust Company (“State Street Bank”) under its Investment Funds for Tax Exempt Retirement Plans, which in turn invest in various index and other collective investment funds maintained by State Street Bank. The benchmarks comprising the composites currently include the Barclays Capital U.S. Long Government Bond Index, the Barclays Capital U.S. Aggregate Bond Index, the Barclays Capital U.S. High Yield Very Liquid Index, the Barclays Capital 1-3 Year Government/Credit Index, the Barclays Capital U.S. Treasury Inflation Protected Securities, the Standard & Poor’s 500 Index, the Morgan Stanley Capital International All Country World ex-USASM IMI Index the S&P MidCap 400 Index, the Russell 2000 Index and the FTSE EPRA/NAREIT Global Developed Liquid Index and are weighted based on each Fund’s respective target allocations to the asset classes to which such benchmarks relate. The Retirement Date Funds also seek to maintain a level of volatility (measured as standard deviation of returns) that approximates that of their respective composite benchmarks.

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higher growth potential. The 2040 Retirement Date Fund currently seeks to provide long-term capital appreciation for participants planning to retire in or around the year 2040 and is comprised mainly of stocks with significant growth potential. The 2050 Retirement Date Fund currently seeks to provide long-term capital appreciation for participants planning to retire in or around the year 2050 and is comprised mainly of stocks with significant growth potential. There can be no assurance that any Retirement Date Fund will achieve its investment objective. Furthermore, none of the Retirement Date Funds guarantees that participants will meet their income needs for retirement.

Effective December 31, 2009, the Retirement Date Funds implemented certain changes, including (i) incorporating a wider range of asset classes and (ii) adjusting the weightings of exposures to asset classes at various time horizons to most conservative investment mix. In addition, effective March 31, 2011, the market capitalization exposure within the international equity allocation was broadened to include exposure to small- to mid-capitalization companies. This does not change the Retirement Date Funds’ overall allocation to international equity. On January 16, 2012, the 2050 Retirement Date Fund was added to the Retirement Date Funds line-up, but its investment allocation and strategy are currently substantially similar to the 2040 Retirement Date Fund.

Strategy. The Retirement Date Funds generally seek to replicate the total return of respective composite benchmarks, in percentages determined from time to time with respect to each Retirement Date Fund. Effective March 2011, the composite benchmarks for the Retirement Date Funds includes some or all of the Barclays Capital U.S. Long Government Bond Index, the Barclays Capital U.S. Aggregate Bond Index, the Barclays Capital U.S. High Yield Very Liquid Index, the Barclays Capital 1-3 Year Government/Credit Index, the Barclays Capital U.S. Treasury Inflation Protected Securities, which we refer to as U.S. TIPS, Index, the S&P 500, the MSCI ACWI ex-US IMI Index, the S&P MidCap 400, the Russell 2000 Index and the FTSE EPRA/NAREIT Global Developed Liquid Index and are weighted based on each Fund’s respective target allocations to the asset classes to which such benchmarks relate. The Retirement Date Funds also seek to maintain a level of volatility (measured as standard deviation of returns) that approximates that of their respective composite benchmarks.

Exposure to equity, fixed-income and other asset classes is obtained by investing indirectly in various index or other collective investment funds maintained by State Street Bank. These funds include, in varying allocations for the respective Retirement Date Funds, some or all of the following collective investment funds maintained by State Street Bank:

•

SSgA U.S. Long Government/Bond Index Non-Lending Series Fund, which we refer to as the Long Government Bond Fund;

•

SSgA U.S. Bond Index Non-Lending Series Fund, which we refer to as the Bond Market Index Fund;

•

SSgA U.S. High Yield Bond Index Non-Lending Series Fund, which we refer to as the High Yield Bond Fund;

•

SSgA U.S. Short-Term Government/Credit Bond Index Non-Lending Series Fund, which we refer to as the Short Government/Credit Bond Fund;

•

SSgA U.S. Inflation Protected Bond Index Non-Lending Series Fund, which we refer to as the TIPS Fund;

•

SSgA S&P 500^® Non-Lending Series Fund, which we refer to as the S&P 500 Index Fund;

•

SSgA Global Equity Ex-U.S. Index Non-Lending Series Fund, which we refer to as the MSCI ACWI ex-US IMI Index Fund;

• SSgA ~~S&P~~Russell ~~MidCap~~Small/Mid Cap® Index Non-Lending Series Fund, which we refer to as the ~~S&P~~Small/Mid ~~MidCap~~Cap Index Fund;

~~102~~ • SSgA Dow Jones-UBS Roll Select Commodity Index(SM) Non-Lending Series Fund, which we refer to as the Commodities Index Fund; and

• SSgA Russell Small Cap® Index Non-Lending Series Fund, which we refer to as the Russell 2000 Index Fund; and

•

SSgA/Tuckerman Global Real Estate Securities Index Non-Lending Series Fund, which we refer to as the Real Estate Fund.

The Long Government Bond Fund seeks an investment return that approximates as closely as practicable, before expenses, the performance record of the Barclays Capital U.S. Long Government Bond Index over the long term. The Barclays Capital U.S. Long Government Bond Index consists of U.S. Treasury and U.S. agency securities with maturities greater than ten years. The fund may invest in the securities comprising the Index in the same proportions as they are represented in the Index. However, due to the large number of securities in the Index and the fact that many of the securities comprising the Index may be unavailable for purchase, it may not be possible for the fund to purchase some of the securities included in the Index. In such cases, the fund will select alternative securities that are believed to track the characteristics of the Index.

The Bond Market Index Fund seeks an investment return that approximates as closely as practicable, before expenses, the performance record of the Barclays Capital U.S. Aggregate Bond Index over the long term. The Barclays Capital U.S. Aggregate Bond Index is representative of well-diversified exposure to the overall U.S. bond market, with exposure to U.S. Government Obligations and U.S. dollar-denominated corporate debt securities, mortgage-backed securities, commercial mortgage-backed securities and asset-backed securities. The fund may invest in the securities comprising the Index in the same proportions as they are represented in the Index. However, due to the large number of securities in the Index and the fact that many of the securities comprising the Index may be unavailable for purchase, it may not be possible for the fund to purchase some of the securities comprising the Index. In such cases, the fund will select alternative securities that are believed to track the characteristics of the Index.

The High Yield Bond Fund seeks an investment return that approximates as closely as practicable, before expenses, the performance record of the Barclays Capital US High Yield Very Liquid Index over the long term. The Barclays Capital US High Yield Very Liquid Index includes U.S. dollar denominated, non-investment grade, fixed-rate, taxable corporate bonds that have a remaining maturity of at least one year, are rated high-yield ~~(Ba1/BB+/BB+~~ or below) using the middle rating of Moody’s, S&P, and Fitch, respectively, and have $600 million or more of outstanding face value. The fund may invest in the securities comprising the Index in the same proportions as they are represented in the Index. However, due to the diverse composition of securities in the Index and the fact that many securities comprising the Index may be unavailable for purchase, it may not be possible for the fund to purchase some of the securities comprising the Index. In such cases, the fund will select alternative securities comprising a portfolio that is expected to provide a return comparable to that of the Index.

106

(Ba1/BB+/BB+ or below) using the middle rating of Moody’s, S&P, and Fitch, respectively, and have $600 million or more of outstanding face value. The fund may invest in the securities comprising the Index in the same proportions as they are represented in the Index. However, due to the diverse composition of securities in the Index and the fact that many securities comprising the Index may be unavailable for purchase, it may not be possible for the fund to purchase some of the securities comprising the Index. In such cases, the fund will select alternative securities comprising a portfolio that is expected to provide a return comparable to that of the Index.

The Short Government/Credit Bond Fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the Barclays Capital U.S. 1-3 Year Government/Credit Bond Index over the long term. The Barclays Capital U.S. 1-3 Year Government/Credit Bond Index includes U.S. Treasury securities, U.S. agency securities, publicly issued U.S. corporate and foreign debentures and secured notes that meet specified maturity, liquidity, and quality requirements. The fund may invest in the securities comprising the Index in the same proportions as they are represented in the Index. However, due to the large number of securities in the Index and the fact that many of the securities comprising the Index may be unavailable for purchase, it may not be possible for the fund to purchase some of the securities included in the Index. In such cases, the fund will select alternative securities that are believed to track the characteristics of the Index.

The TIPS Fund seeks an investment return that approximates as closely as practicable, before expenses, the performance record of the Barclays Capital U.S. TIPS Index over the long term. The Barclays Capital U.S. TIPS Index invests in U.S. Treasury inflation protected securities. The coupon payments and underlying principal are automatically increased to compensate for inflation as measured by the consumer price index. The maturities of the bonds in the Index are more than one year. The fund may invest in the securities included the Index in the same proportions as they are represented in the Index. However, it may not be possible for the fund to purchase some of the securities included in the Index. In such cases, the fund will select alternative securities that are believed to track the characteristics of the Index.

~~103~~The S&P 500 Index Fund seeks an investment return that approximates as closely as practicable, before expenses, the performance record of the S&P 500 over the long term. The S&P 500 represents approximately 75% of the U.S. equity market based on the market capitalization of the companies in the S&P 500. As of December 31, 2012, the largest company in the S&P 500 had a market capitalization of approximately $500 billion and the smallest such company had a market capitalization of approximately $1.66 billion. The S&P 500 is reconstituted on a periodic basis by the sponsor of the Index. The Fund will typically invest in the securities included in the Index in the same proportions as they are represented in the Index.

The MSCI ACWI ex-US IMI Index Fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the MSCI ACWI ex-US IMI Index over the long term. The MSCI ACWI ex-US IMI Index consists of approximately 6,030 securities in 44 markets, with securities of emerging markets representing approximately 24% of the Index. The MSCI ACWI ex-US IMI Index is reconstituted on a periodic basis by the sponsor of the Index. The fund will typically invest in the securities comprising the Index in the same proportions as they are represented in the Index.

The Small/Mid Cap Index Fund seeks an investment return that approximates as closely as practicable, before expenses, the performance record of the Russell Small-Cap Completeness Index over the long term. The Russell Small-Cap Completeness Index measures the performance of the Russell 3000 Index companies excluding S&P 500 constituents. The Russell Small-Cap Completeness Index is constructed to provide a comprehensive and unbiased barometer of the extended broad market beyond the S&P 500 exposure. The Index is completely reconstituted annually to ensure new and growing equities are reflected. As of December 31, 2012, the largest company in the S&P MidCap 400 had a market capitalization of approximately $4.4 billion and the smallest such company had a market capitalization of approximately $1 billion. The S&P MidCap 400 is reconstituted on a periodic basis by the sponsor of the Index. The fund will generally invest in the securities included in the Index in the same proportions as they are represented in the Index.

107

~~same~~The ~~proportions~~Commodities Index Fund seeks an investment return that approximates as ~~they~~closely ~~are~~as practicable, ~~represented~~before inexpenses, the performance record of the Dow Jones-UBS Roll Select Commodity Index over the long term. ~~However,~~The itDow ~~may~~Jones-UBS ~~not~~Roll beSelect ~~possible~~Commodity ~~for~~Index ~~the~~is ~~fund~~a tobroadly ~~purchase~~diversified ~~some~~index of futures contracts on physical commodities. Unlike equities, which typically entitle the ~~securities~~holder ~~included~~to a continuing stake in a corporation, commodity futures contracts normally specify a certain date for the ~~Index~~delivery of the underlying physical commodity. In ~~such~~order ~~cases,~~to avoid the ~~fund~~delivery ~~will~~process ~~select~~and ~~alternative~~maintain ~~securities~~a ~~that~~long ~~are~~futures ~~believed~~position, tocontracts ~~track~~reaching the ~~characteristics~~delivery ofperiod must be sold and contracts that have not yet reached the ~~Index~~delivery period must be purchased. This process is known as “rolling” a futures position.

The ~~S&P~~Commodities ~~500~~ Index Fund ~~seeks~~may ~~an investment~~engage ~~return~~in ~~that~~transactions ~~approximates~~in ~~as closely as practicable~~derivatives, ~~before expenses~~including, ~~the~~but ~~performance~~not ~~record~~limited ofto, ~~the~~financial ~~S&P~~futures ~~500 over the long term. The S&P 500 represents approximately 75% of the U.S. equity market based on the market capitalization~~(including ofinterest ~~the~~rate ~~companies~~futures), inswap ~~the~~contracts ~~S&P~~and ~~500.~~foreign Ascurrency ~~of December 30~~forwards, ~~2011,~~options ~~the~~and ~~largest~~futures ~~company~~instruments, inCMO ~~the S&P 500 had a market capitalization of approximately $406.27 billion~~ and ~~the~~other ~~smallest~~derivative ~~such~~mortgage-backed ~~company had a market capitalization of approximately $1.22 billion. The S&P 500 is reconstituted on a periodic basis by the sponsor of the Index. The Fund will typically invest in the~~ securities ~~included~~or inother ~~the~~investments ~~Index~~as inState ~~the~~Street ~~same~~Bank ~~proportions~~deems asappropriate ~~they~~under ~~are represented in~~ the ~~Index~~circumstances.

The MSCI ACWI ex-US IMI Index Fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the MSCI ACWI ex-US IMI Index over the long term. The MSCI ACWI ex-US IMI Index consists of approximately 6,500 securities in 44 markets, with securities of emerging markets representing approximately 24% of the Index. The MSCI ACWI ex-US IMI Index is reconstituted on a periodic basis by the sponsor of the Index. The fund will typically invest in the securities comprising the Index in the same proportions as they are represented in the Index.

The S&P MidCap Index Fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the S&P MidCap 400 over the long term. The S&P MidCap 400 includes 400 companies and as of December 30, 2011, represented approximately 7% of the U.S. equity market based on the market capitalization of the companies in the S&P MidCap 400. As of December 30, 2011, the largest company in the S&P MidCap 400 had a market capitalization of approximately $7.47 billion and the smallest such company had a market capitalization of approximately $490 million. The S&P MidCap 400 is reconstituted on a periodic basis by the sponsor of the Index. The fund will generally invest in the securities included in the Index in the same proportions as they are represented in the Index.

The Russell 2000 Index Fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the Russell 2000 Index over the long term. The Russell 2000 Index is comprised of the approximately 2,000 companies in the Russell 3000 Index with the smallest market capitalization and represents approximately 10% of the Russell 3000 Index total market capitalization. The Russell 2000 Index is reconstituted on a periodic basis by the sponsor of the Index. The Russell 2000 Index returns assume reinvestment of all dividends. The fund seeks generally to invest in the securities included the Index in the same proportions as they are represented in the Index.

The Real Estate Fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the FTSE EPRA/NAREIT Developed Liquid Index over the long term, while providing participants the ability to purchase and redeem units on an “as of” basis. The FTSE EPRA/NAREIT Developed Liquid Index is designed to track the performance of listed real estate companies and REITS worldwide. The index constituents are free-float adjusted, liquidity, size, and revenue screened. Real estate companies must have derived, in the previous full financial year, at least 75% of their total EBITDA from relevant real estate activities.

~~These collective~~The ~~investment~~Lifetime ~~funds,~~Income inRetirement ~~addition~~Date toFund ~~their~~invests ~~specified~~in ~~equity,~~a combination of fixed-income ~~and/or~~securities, ~~other~~U.S. ~~investments~~stocks, ~~may~~non-U.S. ~~also~~stocks, ~~engage~~global inreal ~~transactions~~estate insecurities ~~derivatives,~~and ~~including~~commodities, ~~but~~and ~~not~~allocates ~~limited~~its assets among these investments according to, ~~financial~~a ~~futures~~fixed ~~(including~~strategic ~~interest~~asset ~~rate~~allocation ~~futures),~~strategy. ~~swap~~The Lifetime Income Retirement Date Fund ~~contracts~~is ~~and~~the ~~foreign~~most ~~currency~~conservative ~~forwards,~~strategy ~~options~~among ~~and~~the ~~futures~~Retirement ~~instruments,~~Date ~~CMOs~~Funds. ~~and~~The ~~other~~Lifetime ~~derivative~~Income ~~mortgage-backed~~Retirement ~~securities~~Date orFund ~~other~~is ~~investments~~designed asfor ~~State~~investors ~~Street~~who ~~Bank~~are ~~deems~~past ~~appropriate~~retirement ~~under~~age ~~the~~or ~~circumstances~~otherwise are past initial withdrawal of their investments.

~~The~~Assets ~~Lifetime Income Retirement Date Fund invests in a combination~~ of ~~fixed-income~~the ~~securities, U.S. stocks, non-U.S. stocks and global real estate securities, and allocates its assets among these investments according to a fixed strategic asset allocation strategy. The~~ Lifetime Income Retirement Date Fund isare ~~the~~allocated ~~most~~in 2013 as follows:

104


Fixed-Income			65.0	%
Long Government Bond Fund	0.0	%
Bond Market Index Fund	20.0
High Yield Bond Fund	7.0
Short Government/Credit Bond Fund	20.0
TIPS Fund	18.0
Equity			26.5	%
S&P 500 Index Fund	17.0	%
MSCI ACWI ex-US IMI Index Fund	6.2
S&P MidCap Index Fund	3.3
Other			8.5	%
Real Estate Fund	5.0	%
Commodities Index Fund	3.5	%

The 2010 Retirement Date Fund currently invests in a combination of fixed-income securities, U.S. stocks, non-U.S. stocks, global real estate securities and commodities, and allocates its assets among these investments according to an asset allocation strategy that varies generally on a pre-determined basis. On a regular basis, as often as quarterly, the 2010 Retirement Date Fund automatically will be rebalanced to a more conservative strategy until 2015, the year that is five years after the 2010 target retirement date. Over time, the equity allocations decrease and the fixed-income allocations increase. By the year 2015, the 2010 Retirement Date Fund is currently expected to invest and remain invested in its most conservative mix of fixed-income, equity and real estate securities and commodities, on or about which time those assets will be transferred to the Lifetime Income Retirement Date Fund and the 2010 Retirement Date Fund will be terminated.

108

~~conservative~~Assets ~~strategy~~of ~~among~~ the ~~Retirement~~2010 ~~Date Funds. The Lifetime Income~~ Retirement Date Fund ~~is designed for investors who~~ are ~~past~~allocated ~~retirement~~in ~~age~~2013 oras ~~otherwise~~follows: ~~are past initial withdrawal of substantial portions of their investments.~~

Assets of the Lifetime Income Retirement Date Fund are allocated as follows:


Fixed-Income			58.9	%
Long Government Bond Fund	8.8	%
Bond Market Index Fund	17.5
High Yield Bond Fund	6.9
Short Government/Credit Bond Fund	8.8
TIPS Fund	16.9
Equity			32.6	%
S&P 500 Index Fund	21.0	%
MSCI ACWI ex-US IMI Index Fund	8.0
S&P MidCap Index Fund	3.6
Other			8.5	%
Real Estate Fund	5.0	%
Commodities Index Fund	3.5	%

Fixed-Income			65.0	%
Long Government Bond Fund	0.0	%
Bond Market Index Fund	20.0
High Yield Bond Fund	5.0
Short Government/Credit Bond Fund	20.0
TIPS Fund	20.0
Equity			30.0	%
S&P 500 Index Fund	21.8	%
MSCI ACWI ex-US IMI Index Fund	4.0
S&P MidCap Index Fund	2.5
Russell 2000 Index Fund	1.7
Other			5.0	%
Real Estate Fund	5.0	%

The 2020 Retirement Date Fund currently invests in a combination of U.S. stocks, non-U.S. stocks, fixed-income securities, and commodities, and allocates its assets among these investments according to an asset allocation strategy that varies generally on a pre-determined basis. On a regular basis, as often as quarterly, the 2020 Retirement Date Fund automatically will be rebalanced to a more conservative strategy until 2025, the year that is five years after the 2020 target retirement date. Over time, the equity allocations decrease and the fixed-income and real estate securities allocations increase. By the year 2025, the 2020 Retirement Date Fund is currently expected to invest and remain invested in its most conservative mix of fixed-income, equity and real estate securities and commodities, on or about which time those assets will be transferred to the Lifetime Income Retirement Date Fund and the 2020 Retirement Date Fund will be terminated.

~~The~~Assets ~~2010 Retirement Date Fund currently invests in a combination~~ of fixed-income securities, U.S. stocks, non-U.S. stocks and global real estate securities, and allocates its assets among these investments according to an asset allocation strategy that varies generally on a pre-determined basis. On a regular basis, as often as quarterly, the ~~2010 Retirement~~2020 Date Fund automatically will be rebalanced to a more conservative strategy until 2015, the year that is five years after the 2010 target retirement date. Over time, the equity allocations decrease and the fixed-income allocations increase. By the year 2015, the 2010 Retirement Date Fund isare ~~currently~~allocated ~~expected to (and is expected to remain) invested~~ in ~~its~~2013 ~~most~~as ~~conservative~~follows: ~~mix of fixed-income, equity and real estate securities, comparable to that of the Lifetime Income Retirement Date Fund.~~

Assets of the 2010 Retirement Date Fund are allocated in 2012 as follows:


Fixed-Income			34.3	%
Long Government Bond Fund	20.0	%
Bond Market Index Fund	4.8
High Yield Bond Fund	5.5
Short Government/Credit Bond Fund	0.0
TIPS Fund	4.0
Equity			61.0	%
S&P 500 Index Fund	34.0	%
MSCI ACWI ex-US IMI Index Fund	18.3
S&P MidCap Index Fund	8.7
Other			4.8	%
Real Estate Fund	1.3	%
Commodities Index Fund	3.5	%

Fixed-Income			57.5	%
Long Government Bond Fund	10.0	%
Bond Market Index Fund	17.5
High Yield Bond Fund	5.0
Short Government/Credit Bond Fund	7.5
TIPS Fund	17.5
Equity			37.5	%
S&P 500 Index Fund	26.8	%
MSCI ACWI ex-US IMI Index Fund	6.0
S&P MidCap Index Fund	2.8
Russell 2000 Index Fund	1.9
Other			5.0	%
Real Estate Fund	5.0	%

The 2030 Retirement Date Fund currently invests in a combination of U.S. stocks, non-U.S. stocks, fixed-income securities and commodities, and allocates its assets among these investments according to an asset allocation strategy that varies generally on a pre-determined basis. On a regular basis, as often as quarterly, the 2030 Retirement Date Fund automatically will be rebalanced to a more conservative strategy until 2035, the year that is five years after the 2030 target retirement date. Over time, the equity allocations decrease and the fixed-income and real estate securities allocations increase. By the year 2035, the 2030 Retirement Date Fund is currently expected to invest and remain invested in its most conservative mix of fixed-income, equity and real estate securities and commodities, on or about which time those assets will be transferred to the Lifetime Income Retirement Date Fund and the 2030 Retirement Date Fund will be terminated.

~~The 2020 Retirement Date Fund currently invests in a combination of U.S. stocks, non-U.S. stocks and~~109 fixed-income securities, and allocates its assets among these investments according to an asset allocation strategy that varies generally on a pre-determined basis. On a regular basis, as often as quarterly, the 2020 Retirement Date Fund automatically will be rebalanced to a more conservative strategy until 2025, the year that is five years after the 2020 target retirement date. Over time, the equity allocations decrease and the fixed-income and real estate securities allocations increase. By the year 2025, the 2020 Retirement Date Fund is currently expected to (and is expected to remain) invested in its most conservative mix of fixed-income, equity and real estate securities, comparable to that of the Lifetime Income Retirement Date Fund.

105

Assets of the ~~2020~~2030 Retirement Date Fund are allocated in ~~2012~~2013 as follows:

Fixed-Income			3319.05	%
Long Government Bond Fund	2019.05	%
Bond Market Index Fund	40.50
High Yield Bond Fund	40.50
Short Government/Credit Bond Fund	0.0
TIPS Fund	40.50
Equity			6677.0	%
S&P 500 Index Fund	39.78	%
MSCI ACWI ex-US IMI Index Fund	1523.58
S&P MidCap Index Fund	613.5
Russell 2000 Index Fund	4.3
Other			3.5	%
Other			1.0	%
Real Estate Fund	0.0	%
Real Estate Fund	1.0	%
Commodities Index Fund	3.5	%

The ~~2030~~2040 Retirement Date Fund currently invests in a combination of U.S. stocks, non-U.S. stocks ~~and~~, fixed-income securities and commodities, and allocates its assets among these investments according to an asset allocation strategy that varies generally on a pre-determined basis. On a regular basis, as often as quarterly, the ~~2030~~2040 Retirement Date ~~Fund~~ Fund automatically will be rebalanced to a more conservative strategy until ~~2035~~2045, the year that is five years after the ~~2030~~2040 target retirement date. Over time, the equity allocations decrease and the fixed-income and real estate securities ~~allocations~~ allocations increase. By the year ~~2035~~2045, the ~~2030~~2040 Retirement Date Fund is currently expected to (invest and ~~is expected to~~ remain) invested in its most conservative mix of fixed-income, equity and real estate securities and commodities, ~~comparable~~on toor ~~that~~about ofwhich time those assets will be transferred to the Lifetime Income Retirement Date Fund and the 2040 Retirement Date Fund will be terminated.

Assets of the ~~2030~~2040 Retirement Date Fund are allocated in ~~2012~~2013 as follows:

Fixed-Income			1910.0	%
Long Government Bond Fund	1910.0	%
Bond Market Index Fund	0.0
High Yield Bond Fund	0.0
Short Government/Credit Bond Fund	0.0
TIPS Fund	0.0
Equity			8186.05	%
S&P 500 Index Fund	4540.04	%
MSCI ACWI ex-US IMI Index Fund	2028.52
S&P MidCap Index Fund	717.89
Russell 2000 Index Fund	7.8
Other			3.5	%
Other			0.0	%
Real Estate Fund	0.0	%
Commodities Index Fund	3.5	%

The ~~2040~~2050 Retirement Date Fund currently invests in a combination of U.S. stocks, non-U.S. stocks ~~and~~, fixed-income securities and commodities, and allocates its assets among these investments according to an asset allocation strategy that varies generally on a pre-determined basis. On a regular basis, as often as quarterly, the ~~2040~~2050 Retirement Date ~~Fund~~ Fund automatically will be rebalanced to a more conservative strategy until ~~2045~~2055, the year that is five years after the ~~2040~~2050 target retirement date. Over time, the equity allocations decrease and the fixed-income and real estate securities ~~allocations~~ allocations increase. By the year ~~2045~~2055, the ~~2040~~2050 Retirement Date Fund is currently expected to (invest and ~~is expected to~~ remain) invested in its most conservative mix of fixed-income, equity and real estate securities and commodities, ~~comparable~~on toor ~~that~~about ofwhich time those assets will be transferred to the Lifetime Income Retirement Date Fund and the 2050 Retirement Date Fund will be terminated.

~~106~~110

Assets of the ~~2040~~2050 Retirement Date Fund are allocated in ~~2012~~2013 as follows:

Fixed-Income			10.0	%
Long Government Bond Fund	10.0	%
Bond Market Index Fund	0.0
High Yield Bond Fund	0.0
Short Government/Credit Bond Fund	0.0
TIPS Fund	0.0
Equity			9086.05	%
S&P 500 Index Fund	4540.04	%
MSCI ACWI ex-US IMI Index Fund	2528.02
S&P MidCap Index Fund	1017.09
Russell 2000 Index Fund	10.0
Other			3.5	%
Other			0.0	%
Real Estate Fund	0.0	%
Commodities Index Fund	3.5	%

The 2050 Retirement Date Fund currently invests in a combination of U.S. stocks, non-U.S. stocks and fixed-income securities, and allocates its assets among these investments according to an asset allocation strategy that varies generally on a pre-determined basis. On a regular basis, as often as quarterly, the 2050 Retirement Date Fund automatically will be rebalanced to a more conservative strategy until 2055, the year that is five years after the 2050 target retirement date. Over time, the equity allocations decrease and the fixed-income and real estate securities allocations increase. By the year 2055, the 2050 Retirement Date Fund is currently expected to (and is expected to remain) invested in its most conservative mix of fixed-income, equity and real estate securities, comparable to that of the Lifetime Income Retirement Date Fund.

Assets of the 2050 Retirement Date Fund are allocated in 2012 as follows:

Fixed-Income			10.0	%
Long Government Bond Fund	10.0	%
Bond Market Index Fund	0.0
High Yield Bond Fund	0.0
Short Government/Credit Bond Fund	0.0
TIPS Fund	0.0
Equity			90.0	%
S&P 500 Index Fund	45.0	%
MSCI ACWI ex-US IMI Index Fund	25.0
S&P MidCap Index Fund	10.0
Russell 2000 Index Fund	10.0
Other			0.0	%
Real Estate Fund	0.0	%

Allocations of the funds underlying the Retirement Date Funds are readjusted by State Street Bank on a quarterly basis to maintain the desired percentage allocations.

Each of the Retirement Date Funds is designed to minimize volatility for a given level of expected return. The mix of asset classes is evaluated based on long-term asset class forecasts for return and risk, as determined by State Street Bank, and takes into account various macro-economic factors affecting the long-term outlook for the capital markets. While each portfolio’s asset allocation generally changes according to a predetermined schedule, State Street Bank will periodically re-evaluate this schedule to assess whether it remains consistent with the portfolio’s objective given any secular changes to the capital market environment.

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Investment Guidelines and Restrictions. The Retirement Date Funds invest in varying degrees, as described above, in U.S. stocks, non-U.S. stocks, fixed-income securities and global real estate securities. However, each Retirement Date Fund may invest temporarily and without limitation for defensive purposes in short-term fixed-income securities. These securities may be used to invest uncommitted cash balances or to maintain liquidity to provide for investor redemptions. The Retirement Date Funds will not borrow money except as a temporary measure for extraordinary or emergency purposes or to facilitate redemptions (not for leveraging or investment).

Risk Factors. Equity Markets Risk. To the extent invested in the equity markets, the Retirement Date Funds are subject to a variety of market and financial risks. Common stocks, the most familiar type of equity security, represent an equity (ownership) interest in a corporation. Although common stocks and other equity securities have a history of long-term growth in value, their prices may fluctuate dramatically in the short term in response to changes in market conditions, interest rates and other company, political and economic developments. In addition, investments in non-U.S. securities, including emerging markets equities, and in small capitalization and mid-capitalization equity securities, involve special risks. For risk factors associated with investing in these securities, see “International Index Equity Fund—Risk Factors” and “Small Cap Index Equity Fund—Risk Factors.” The Unit prices of the Retirement Date Funds to the extent so invested in the equity markets will fluctuate, and the holders of Units in the Retirement Date Funds should be able to tolerate changes, sometimes sudden or substantial, in the value of their investment.

Interest Rate Risk Applicable to Investment in Fixed-Income Securities. The Retirement Date Funds, to the extent invested in longer-term fixed-income securities, are subject to the risks associated with investing in such instruments. Fixed-income securities such as bonds are issued to evidence loans that investors make to corporations and governments, either foreign or domestic. If prevailing interest rates fall, the market value of fixed-income securities that trade on a yield basis tends to rise. On the other hand, if prevailing interest rates rise, the market value of fixed-income securities generally will fall. In general, the shorter the maturity, the lower the yield but the greater the price stability. These factors may have an effect on the Unit price of the Retirement Date ~~Funds. A change in the level of interest rates will tend to cause the net~~ ~~asset value per Unit of the Retirement Date Fund to change. If such interest rate changes are sustained over time, the yield of the Retirement Date Funds will fluctuate accordingly.~~

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Funds. A change in the level of interest rates will tend to cause the net asset value per Unit of the Retirement Date Fund to change. If such interest rate changes are sustained over time, the yield of the Retirement Date Funds will fluctuate accordingly.

Risks of U.S. TIPS. The Retirement Date Funds are also subject to interest rate risk to the extent invested in U.S. TIPS. Generally, when interest rates rise, the value of inflation-indexed securities will fall, although not necessarily as significantly as other longer-term bonds. U.S. TIPS are also subject to deflation risk. Deflation risk is the possibility that prices throughout the economy decline over time—the opposite of inflation. If inflation is negative, the principal and income of an inflation-protected bond will decline and could result in losses. The greatest risk for Retirement Date Funds investing in U.S. TIPS occurs when interest rates rise and inflation declines. The inflation protected securities markets are generally much smaller and less liquid than the nominal bonds from the same issuers and as such can suffer losses during times of economic stress or illiquidity.

Credit Risk Applicable to Investment in Fixed-Income Securities. Fixed-income securities, including corporate bonds, also are subject to credit risk. When a security is purchased, its anticipated yield is dependent on the timely payment by the borrower of each interest and principal installment. Credit analysis and bond ratings take into account the relative likelihood that such timely payment will result. Bonds with a lower credit rating tend to have higher yields than bonds of similar maturity with a better credit rating. However, to the extent the Retirement Date Funds invest in securities with medium or lower credit qualities, they are subject to a higher level of credit risk than investments that invest only in investment-grade securities. In addition, the credit quality of noninvestment-grade securities is considered speculative by recognized ratings agencies with respect to the issuer’s continuing ability to pay interest and principal. Lower-grade securities may have less liquidity and a higher incidence of default than higher-grade securities. Furthermore, as economic, political and business developments unfold, lower-quality bonds, which possess lower levels of protection with respect to timely payment, usually exhibit more price fluctuation than do higher-quality bonds of like maturity.

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Risks of Investment in Derivative Instruments. The Retirement Date Funds are subject to the risks associated with the use of derivatives to the extent the respective Funds are permitted to use them. See “Derivative Instruments.”

Risks of Emerging Markets Equity Investing. To the extent invested in emerging markets equity securities, the Retirement Date Funds will be subject to the special risks associated with investing in these securities. See “International Index Equity Fund—Risk Factors.”

Tracking Error Risk. Deviation of the performance of a Retirement Date Fund from the performance of its related composite benchmark, known as “tracking error,” can result from various factors, including purchases and redemptions of Units of the Retirement Date Fund or the Retirement Date Fund’s underlying collective investment funds, as well as from the fees and expenses borne by the Retirement Date Fund or such underlying funds. Such purchases and redemptions may necessitate the purchase or sale of securities by or on behalf of the Retirement Date Fund and the resulting transaction costs may be substantial because of the number and the characteristics of the securities held. Tracking error may also occur due to factors such as the size of the Retirement Date Fund or the Retirement Date Fund’s underlying collective investment funds, changes made in the securities included in the indices underlying the benchmarks or the manner in which the performance of the indices is calculated.

Risks of Investing in REITs. To the extent invested in REITs, the Retirement Date Funds will be subject to the risks associated with investing in those securities. See “Real Asset Return Fund—Risk Factors—Risks of Investing in REITs.“”

Risks of Investing in High Yield Bonds. To the extent invested in high yield bonds, the Retirement Date Funds will be subject to the risks associated with investing in those securities, including default risk, interest rate risk and liquidity risk. High yield bonds are fixed-income securities that are classified by statistical rating organizations as below investment grade at the time of purchase. The risk that an issuer will be unable to pay interest or principal when due, known as default risk, is greater for a high yield bond than for an investment grade bond. Default risk is also generally higher in periods of economic downturn. A default of an issuer on its obligations or the perceived deterioration of the ability of an issuer to meet its obligations will likely have an adverse effect on the value of that issuer’s bonds. In addition, high yield bonds are subject to interest rate risk, or the risk that prevailing interest rates will increase during the term of the bond. Interest rate risk is greater for bonds with longer durations. If prevailing interest rates rise during the term of the bond, the market value of the bond generally will fall. A change in the level of interest rates will tend to cause an inverse change in the net asset value per Unit of the Fund. Also, high yield bonds have a greater liquidity risk than investment grade bonds. When a bond experiences a decrease in liquidity, for example because the bond is in default, the Fund may have to accept a lower price for the bond or may not be able to sell the bond at all. An inability to sell a bond can adversely affect the net asset value per Unit of the Fund or prevent the Fund from being able to take advantage of other investment opportunities.

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grade bond. Default risk is also generally higher in periods of economic downturn. A default of an issuer on its obligations or the perceived deterioration of the ability of an issuer to meet its obligations will likely have an adverse effect on the value of that issuer’s bonds. In addition, high yield bonds are subject to interest rate risk, or the risk that prevailing interest rates will increase during the term of the bond. Interest rate risk is greater for bonds with longer durations. If prevailing interest rates rise during the term of the bond, the market value of the bond generally will fall. A change in the level of interest rates will tend to cause an inverse change in the net asset value per Unit of the Fund. Also, high yield bonds have a greater liquidity risk than investment grade bonds. When a bond experiences a decrease in liquidity, for example because the bond is in default, the Fund may have to accept a lower price for the bond or may not be able to sell the bond at all. An inability to sell a bond can adversely affect the net asset value per Unit of the Fund or prevent the Fund from being able to take advantage of other investment opportunities.

Risks of Investing in Short- to Intermediate-Term Bonds. To the extent invested in short- to intermediate term bonds, the Retirement Date Funds will be subject to the risks associated with investing in those securities, including interest rate risk. Over time, interest rates on bonds change. If prevailing interest rates rise, the market value of bonds generally will fall. The risk that prevailing interest rates will increase during the term of the bond, known as interest rate risk, is greater for bonds with longer durations. A change in the level of interest rates will tend to cause an inverse change in the net asset value per Unit of the Fund.

~~109~~Risks Associated with Commodity Investments. The Retirement Date Funds, to the extent invested in commodities, commodity futures or related instruments, are subject to special investment risks. Investments in commodity-linked derivative instruments may subject the investor to greater volatility than investments in traditional securities. The value of these instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. Commodity prices fluctuate for myriad reasons, including changes in market and economic conditions, the impact of weather on demand, levels of domestic production and imported commodities, energy conservation, domestic and foreign governmental regulation and taxation and the availability of local, intrastate and interstate transportation systems. Volatility of commodity prices, which may lead to a reduction in production or supply, may also negatively impact the performance of companies in natural resources industries that are solely involved in the transportation, processing, storing, distribution or marketing of commodities. Volatility of commodity prices may also make it more difficult for companies in natural resources industries to raise capital to the extent the market perceives that their performance may be directly or indirectly tied to commodity prices. In addition, the regulation of commodities is extensive and variable, and regulatory or political events could have an adverse effect on the performance of commodity-linked investments. Furthermore, the restrictions on “insider trading” have not historically been applicable to the commodities markets. Consequently, the Retirement Date Funds may be at a material disadvantage to other market participants with better market access or information sources. There is some uncertainty about whether the Commodity Futures Trading Commission, pursuant to authority granted by the Reform Act, will impose restrictions similar to the “insider trading” restrictions that have historically applied to the securities markets.

Liquidity and Transfers. Transfers to or withdrawals from any of the Retirement Date Funds may be made on any Business Day prior to 4:00 p.m. Eastern time (or, if earlier, the close of regular market trading). For additional information relating to transfers to and withdrawals from the investment options, and special restrictions on transfers in some cases, see “Transfers Among Investment Options and Withdrawals.”

Portfolio Turnover. Ordinarily, an index fund, such as those in which the Retirement Date Funds invest a substantial portion of their assets, will sell securities only to reflect changes in the index in which it invests or to accommodate cash flows into or out of the fund. Index funds seek to create a portfolio which substantially ~~replicates the total return of the~~ applicable index. Index funds are not managed through traditional methods of fund management, which typically involve frequent changes in a portfolio of securities on the basis of economic, financial and market analyses. Therefore, brokerage costs, transfer taxes and other transaction costs for index funds may be lower than those incurred by non-index, actively managed funds.

~~Portfolio turnover of the Retirement Date Funds for the twelve months ended December 31, 2011 was 21% for the Lifetime Income Retirement Date Fund, 18% for the 2010 Retirement Date Fund, 14% for the~~113 2020 Retirement Date Fund, 15% for the 2030 Retirement Date Fund and 8% for the 2040 Retirement Date Fund. Portfolio turnover of the Retirement Date Funds for the twelve months ended December 31, 2010 was 91% for the Lifetime Income Retirement Date Fund, 96% for the 2010 Retirement Date Fund, 86% for the 2020 Retirement Date Fund, 79% for the 2030 Retirement Date Fund and 81% for the 2040 Retirement Date Fund. The 2050 Retirement Date Fund commenced operations on January 16, 2012, and thus no portfolio turnover is available for such Fund during the periods presented.

replicates the total return of the applicable index. Index funds are not managed through traditional methods of fund management, which typically involve frequent changes in a portfolio of securities on the basis of economic, financial and market analyses. Therefore, brokerage costs, transfer taxes and other transaction costs for index funds may be lower than those incurred by non-index, actively managed funds.

Portfolio turnover of the Retirement Date Funds for the twelve months ended December 31, 2012 was 9% for the Lifetime Income Retirement Date Fund, 17% for the 2010 Retirement Date Fund, 8% for the 2020 Retirement Date Fund, 6% for the 2030 Retirement Date Fund, 8% for the 2040 Retirement Date Fund. The portfolio turnover for the period from commencement of operations on January 17, 2012 to December 31, 2012 was 53% for the 2050 Retirement Date Fund. Portfolio turnover of the Retirement Date Funds for the twelve months ended December 31, 2011 was 21% for the Lifetime Income Retirement Date Fund, 18% for the 2010 Retirement Date Fund, 14% for the 2020 Retirement Date Fund, 15% for the 2030 Retirement Date Fund and 8% for the 2040 Retirement Date Fund.

With respect to each Retirement Date Fund, portfolio turnover reflects purchases and sales by such Retirement Date Fund of shares of the State Street Bank collective investment funds through which such Retirement Date Fund invests, rather than the portfolio turnover of the underlying portfolios of such collective investment funds.

Investment Advisor. The assets of the respective Retirement Date Funds are invested in the following collective investment funds maintained by State Street Bank:


Retirement Date Fund		Collective Investment Fund
Lifetime Income Retirement Date Fund		SSgA Target Retirement Income Non-Lending Series Fund Class A
2010 Retirement Date Fund		SSgA Target Retirement 2010 Non-Lending Series Fund Class A
2020 Retirement Date Fund		SSgA Target Retirement 2020 Non-Lending Series Fund Class A
2030 Retirement Date Fund		SSgA Target Retirement 2030 Non-Lending Series Fund Class A
2040 Retirement Date Fund		SSgA Target Retirement 2040 Non-Lending Series Fund Class A
2050 Retirement Date Fund		SSgA Target Retirement 2050 Non-Lending Series Fund Class A

State Street Bank allocates contributions and transfers to, and withdrawals and transfers from, each Retirement Date Fund between the underlying funds in which each such Fund invests in a manner intended to achieve the targeted allocation of such Fund’s assets. Income and gains attributable to the assets allocated to each asset class remain allocated to that portion unless and until re-allocated, and any differences in relative investment performance of the underlying funds in which each respective Retirement Date Fund invests corresponding to each asset class can change the percentage of total assets of the Fund comprising each portion. Northern Trust Investments may, in the future and at its discretion, employ other investment advisors to provide investment advice with respect to the Retirement Date Funds or portions thereof.

State Street Bank is a Massachusetts chartered trust company and a wholly-owned subsidiary of State Street Corporation. SSgA is the investment management division of State Street Bank. As of December 31, ~~2011~~2012, State Street Bank had a total risk-based capital ratio of 19.61%, which is in excess of applicable regulatory minimum requirements for qualifying as a well-capitalized bank under the Federal Reserve Board’s risk-based capital rules. State Street Bank’s customers include mutual funds and other collective investment funds, corporate and public retirement plans, insurance companies, foundations, endowments and other investment pools, and investment managers. As of December 31, 2012, State Street Bank and its affiliates on a consolidated basis had approximately $24.2 trillion of assets under custody and administration and had approximately $2.1 trillion of assets under management. State Street Bank’s principal offices are located at One Lincoln Street, Boston, Massachusetts 02111.

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retirement plans, insurance companies, foundations, endowments and other investment pools, and investment managers. As of December 31, 2011, State Street Bank and its affiliates on a consolidated basis had approximately $21.8 trillion of assets under custody and administration and had approximately $1.9 trillion of assets under management. State Street Bank’s principal offices are located at One Lincoln Street, Boston, Massachusetts 02111.

TARGET RISK FUNDS

Investment Objective. The Target Risk Funds provide a series of diversified investment funds each of which is designed to correspond to a particular investment risk level. The three Target Risk Funds, designated as the Conservative Risk Fund, the Moderate Risk Fund and the Aggressive Risk Fund offer three separate strategies, each with a distinct asset mix. The risk profile of each Fund will not automatically readjust over time. The asset mix may change based on changing market conditions as determined by Northern Trust Investments. The Target Risk Funds utilize a broad range of asset classes and a quarterly rebalancing process to provide diversification of returns and risks consistent with the Fund’s risk profile. Investment in each such asset class is obtained by investing in index strategies or other pooled strategies designed for low tracking error. Each Target Risk Fund has an investment strategy representing specific risk and reward characteristics.

The Conservative Risk Fund seeks to avoid significant loss of principal and is comprised primarily of bonds and shorter-term high-quality debt instruments to provide stability and income (although such Fund also has a target equity exposure of 26%). The Moderate Risk Fund seeks to provide long-term capital appreciation and current income. The Aggressive Risk Fund seeks to provide long-term capital appreciation for participants and is comprised mainly of stocks with maximum growth potential. There can be no assurance that any Target Risk Fund will achieve its investment objective.

Strategy. The Target Risk Funds generally seek to replicate the total return of respective composite benchmarks, in percentages determined from time to time by Northern Trust Investments. The composite benchmarks for the Target Risk Funds include some or all of the Russell 3000 Index, the ~~Morgan Stanley Capital International, which we refer to as~~ MSCI, ~~EAFE Index, the MSCI~~ ACWI Ex-US Index, the Dow Jones U.S. Select REIT Index, the Barclays Capital U.S. Aggregate Bond Index, the Barclays Capital U.S. Treasury Inflation Protected Securities, which we refer to as U.S. TIPS Index, the Merrill Lynch 3-Month T-Bill Index and the Dow Jones-UBS Commodity Index and are weighted based on each Fund’s respective target allocations to the asset classes to which such benchmarks relate. The Target Risk Funds also seek to maintain a level of volatility (measured as standard deviation of returns) that approximates that of their respective composite benchmarks.

Exposure to equity, fixed-income and other asset classes is obtained by investing indirectly in various index or other collective investment funds maintained by State Street Bank or an affiliate of Northern Trust Investments. These funds include, in the case of some or all of the Target Risk Funds and in varying allocations, the following collective investment funds:

•

SSgA Russell All Cap Index Non-Lending Series Fund Class A, which we refer to as the Russell 3000 Index NL Fund;

• SSgA International Index Non-Lending Series Fund Class A, which we refer to as the Daily EAFE NL Fund;

•

SSgA Global Equity ex U.S. Index Non-Lending Series Fund Class A, which we refer to as the MSCI ACWI ex-US Index NL Fund;

•

SSgA/Tuckerman REIT Index Non-Lending Series Fund Class A, which we refer to as the REIT Index NL Fund;

•

SSgA U.S. Bond Index Non-Lending Series Fund Class A, which we refer to as the Bond Market Index NL Fund;

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•

SSgA U.S. Inflation Protected Bond Index Non-Lending Series Fund Class A, which we refer to as the TIPS NL Fund;

•

NTGI Collective Short Term Investment Fund, which we refer to as the Short-Term Fund; and

•

SSgA Dow Jones UBS-Commodity Index^SMNon-Lending Series Fund Class A, which we refer to as Commodity Index NL Fund.

These collective investment funds, in addition to their specified equity, fixed-income and/or cash-equivalent investments, may also engage in transactions in derivatives, including, but not limited to, financial futures (including interest rate futures), swap contracts and foreign currency forwards, options and futures instruments, CMOs and other derivative mortgage-backed securities or other investments as State Street Bank deems appropriate under the circumstances.

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(including interest rate futures), swap contracts and foreign currency forwards, options and futures instruments, CMOs and other derivative mortgage-backed securities or other investments as State Street Bank deems appropriate under the circumstances.

The Conservative Risk Fund invests in a combination of U.S. stocks, non-U.S. stocks, bonds and cash-equivalent investments, and allocates its assets among these investments according to a fixed strategic asset allocation strategy. The Conservative Risk Fund is the most conservative strategy among the Target Risk Funds. The Conservative Risk Fund is designed for investors who prefer lower volatility of returns and higher expected income. Assets in the Conservative Risk Fund are currently targeted to be allocated as follows:

Equity			26.0	%
Russell 3000 Index NL Fund	12.45	%
Daily EAFE NL Fund	8.6
MSCI ACWI ex-US NL Fund	8.5
REIT Index NL Fund	5.0
Fixed-Income			74.0	%
Bond Market Index NL Fund	57.30	%
TIPS NL Fund	12.0
Short-Term Fund	45.80

The Moderate Risk Fund invests in a combination of U.S. stocks, non-U.S. stocks, bonds, commodities and cash-equivalent investments, and allocates its assets among these investments according to a fixed strategic asset allocation strategy. The Moderate Risk Fund is designed for investors who seek a combination of capital appreciation and income. This Fund is expected to have higher volatility of returns than the Conservative Risk Fund but less than the Aggressive Risk Fund. Assets in the Moderate Risk Fund are currently targeted to be allocated as follows:

Equity			5453.63	%
Russell 3000 Index NL Fund	2928.47	%
MSCI ACWI ex-US Index NL Fund	2019.26
REIT Index NL Fund	5.0
Fixed-Income			4344.36	%
Bond Market Index NL Fund	3435.4	%
TIPS NL Fund	6.69
Short-Term Fund	2.3
Other			2.1	%
Commodity Index NL Fund	2.1	%

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The Aggressive Risk Fund invests in a combination of U.S. stocks, non-U.S. stocks, bonds, commodities and cash-equivalent investments, and allocates its assets among these investments according to a fixed strategic asset allocation strategy. The Aggressive Risk Fund is designed for investors want to maximize growth and capital appreciation. This Fund is expected to the highest volatility of returns among the Target Risk Funds. Assets in the Aggressive Risk Fund are currently targeted to be allocated as follows:

Equity			79.30	%
Russell 3000 Index NL Fund	44.0	%
MSCI ACWI ex-US Index NL Fund	30.30
REIT Index NL Fund	5.0
Fixed-Income			1817.20	%
Bond Market Index NL Fund	15.20	%
TIPS NL Fund	12.50
Other			4.0	%
Commodity Index NL Fund	4.0	%

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Allocations of the funds underlying the Target Risk Funds are readjusted on a quarterly basis to maintain the desired percentage allocations.

Each of the Target Risk Funds is designed to minimize volatility for a given level of expected return. The mix of asset classes is evaluated based on long-term asset class forecasts for return and risk, as determined by Northern Trust Investments, and takes into account various macro-economic factors affecting the long-term outlook for the capital markets. While each portfolio’s asset allocation remains generally consistent, Northern Trust Investments will periodically re-evaluate this allocation to assess whether it remains consistent with the portfolio’s objective given any secular changes to the capital market environment.

Investment Guidelines and Restrictions. The Target Risk Funds invest in varying degrees, as described above, in U.S. stocks and non-U.S. stocks (including those of REITs), bonds and commodity investments. However, each Target Risk Fund may invest temporarily and without limitation for defensive purposes in short-term fixed-income securities. These securities may be used to invest uncommitted cash balances or to maintain liquidity to provide for investor redemptions.

Risk Factors. Equity Markets Risk. To the extent invested in the equity markets, the Target Risk Funds are subject to a variety of market and financial risks. Common stocks, the most familiar type of equity security, represent an equity (ownership) interest in a corporation. Although common stocks and other equity securities have a history of long-term growth in value, their prices may fluctuate dramatically in the short term in response to changes in market conditions, interest rates and other company, political and economic developments. In addition, investments in non-U.S. securities, including emerging markets equities, and in small capitalization and mid-capitalization equity securities, involve special risks. For risk factors associated with investing in these securities, see “International Index Equity Fund—Risk Factors,” and “Small Cap Index Equity Fund—Risk Factors.” The Unit prices of the Target Risk Funds to the extent invested in the equity markets will fluctuate, and the holders of Units in the Target Risk Funds should be able to tolerate declines, sometimes sudden or substantial, in the value of their investment.

Interest Rate Risk Applicable to Investment in Fixed-Income Securities. The Target Risk Funds, to the extent invested in longer-term fixed-income securities, are subject to the risks associated with investing in such instruments. Fixed-income securities such as bonds are issued to evidence loans that investors make to corporations and governments, either foreign or domestic. If prevailing interest rates fall, the market value of fixed-income securities that trade on a yield basis tends to rise. On the other hand, if prevailing interest rates rise, the market value of fixed-income securities generally will fall. In general, the shorter the maturity, the lower the yield but the greater the price stability. These factors may have an effect on the Unit price of the Target Risk Funds. A change in the level of interest rates will tend to cause the net asset value per Unit of the Target Risk Funds to change. If such interest rate changes are sustained over time, the yield of the Target Risk Funds will fluctuate accordingly.

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Risks of U.S. TIPS. The Target Risk Funds are also subject to interest rate risk to the extent invested in U.S. TIPS. Generally, when interest rates rise, the value of inflation-indexed securities will fall, although not necessarily as significantly as other longer-term bonds. U.S. TIPS are also subject to deflation risk. Deflation risk is the possibility that prices throughout the economy decline over time—the opposite of inflation. If inflation is negative, the principal and income of an inflation-protected bond will decline and could result in losses. The greatest risk for Target Risk Funds investing in U.S. TIPS occurs when interest rates rise and inflation declines. The inflation protected securities markets are generally much smaller and less liquid than the nominal bonds from the same issuers and as such can suffer losses during times of economic stress or illiquidity.

Credit Risk Applicable to Investment in Fixed-Income Securities. Fixed-income securities, including corporate bonds, also are subject to credit risk. When a security is purchased, its anticipated yield is dependent on the timely payment by the borrower of each interest and principal installment. Credit analysis and bond ratings take into account the relative likelihood that such timely payment will result. Bonds with a lower credit rating tend to have higher yields than bonds of similar maturity with a better credit rating. However, to the extent the Target Risk Funds invest in securities with medium or lower credit qualities, they are subject to a higher level of credit risk than investments that invest only in investment-grade securities. In addition, the credit quality of noninvestment-grade securities is considered speculative by recognized ratings agencies with respect to the issuer’s continuing ability to pay interest and principal. Lower-grade securities may have less liquidity and a higher incidence of default than higher-grade securities. Furthermore, as economic, political and business developments unfold, lower-quality bonds, which possess lower levels of protection with respect to timely payment, usually exhibit more price fluctuation than do higher-quality bonds of like maturity.

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Target Risk Funds invest in securities with medium or lower credit qualities, they are subject to a higher level of credit risk than investments that invest only in investment-grade securities. In addition, the credit quality of noninvestment-grade securities is considered speculative by recognized ratings agencies with respect to the issuer’s continuing ability to pay interest and principal. Lower-grade securities may have less liquidity and a higher incidence of default than higher-grade securities. Furthermore, as economic, political and business developments unfold, lower-quality bonds, which possess lower levels of protection with respect to timely payment, usually exhibit more price fluctuation than do higher-quality bonds of like maturity.

Risks of Investment in Derivative Instruments. The Target Risk Funds are subject to the risks associated with the use of derivatives to the extent the respective Funds are permitted to use them. See “Derivative Instruments.”

Risks of Emerging Markets Equity Investing. To the extent invested in emerging markets equity securities, the Target Risk Funds will be subject to the special risks associated with investing in these securities. See “International Index Equity Fund—Risk Factors—Investing in International Stocks.”

Risk of Investing in REITs. To the extent invested in REITs, the Target Risk Funds will be subject to the risks associated with investing in these securities. See “Real Asset Return Fund—Risk Factors—Risks of Investing in REITs.”

Risks Associated with Commodity Investments. To the extent invested in commodities, commodity futures or related instruments, the Target Risk Funds will be subject to the special risks associated with these investments. See “Real Asset Return Fund—Risk Factors—Risks Associated with Commodity Investments.”

Tracking Error Risk. Deviation of the performance of a Target Risk Fund from the performance of its related composite benchmark, known as “tracking error,” can result from various factors, including purchases and redemptions of Units of the Target Risk Fund or the Target Risk Fund’s underlying collective investment funds, as well as from the fees and expenses borne by the Target Risk Fund or such underlying funds. Such purchases and redemptions may necessitate the purchase or sale of securities by or on behalf of the Target Risk Fund and the resulting transaction costs may be substantial because of the number and the characteristics of the securities held. Tracking error may also occur due to factors such as the size of the Target Risk Fund or the Target Risk Fund’s underlying collective investment funds, changes made in the securities included in the indices underlying the benchmarks or the manner in which the performance of the indices is calculated.

Liquidity and Transfers. Transfers to or withdrawals from any of the Target Risk Funds may be made on any Business Day prior to 4:00 p.m. Eastern time (or, if earlier, the close of regular market trading). For additional information relating to transfers to and withdrawals from the investment options, and special restrictions on transfers in some cases, see “Transfers Among Investment Options and Withdrawals.”

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additional information relating to transfers to and withdrawals from the investment options, and special restrictions on transfers in some cases, see “Transfers Among Investment Options and Withdrawals.”

Portfolio Turnover. Ordinarily, an index fund, such as those in which the Target Risk Funds invest a substantial portion of their assets, will sell securities only to reflect changes in the index in which it invests, to reinvest proceeds from corporate actions, dividends and interest payments or to accommodate cash flows into or out of the fund. Index funds seek to create a portfolio which substantially replicates the total return of the applicable index. Index funds are not managed through traditional methods of fund management, which typically involve frequent changes in a portfolio of securities on the basis of economic, financial and market analyses. Therefore, brokerage costs, transfer taxes and other transaction costs for index funds may be lower than those incurred by non-index, actively managed funds.

Portfolio turnover of the Target Risk Funds for the twelve months ended ~~December 31, 2011 was 55% for the Conservative~~ ~~Risk Fund, 40% for the Moderate Risk Fund and 50% for the Aggressive Risk Fund. Portfolio turnover of the Target Risk Funds for the twelve months ended~~ December 31, ~~2010~~2012 was 3530% for the Conservative Risk Fund, 22% for the Moderate Risk Fund and 29 24% for the Aggressive Risk Fund. ~~With~~Portfolio respect to each Target Risk Fund, the portfolio turnover reflects purchases and sales by such Target Risk Fund of shares of the State Street Bank collective investment funds through which such Target Risk Fund invests, rather than the portfolio turnover of the underlying portfolios of such collective investment funds.

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turnover of the Target Risk Funds for the twelve months ended December 31, 2011 was 55% for the Conservative Risk Fund, 40% for the Moderate Risk Fund and 50% for the Aggressive Risk Fund. With respect to each Target Risk Fund, the portfolio turnover reflects purchases and sales by such Target Risk Fund of shares of the State Street Bank collective investment funds through which such Target Risk Fund invests, rather than the portfolio turnover of the underlying portfolios of such collective investment funds.

Investment Advisor. Each Target Risk Fund’s assets are allocated to one or more asset classes in percentages to be determined by Northern Trust Investments. Income and gains attributable to the assets allocated to each asset class remain allocated to that portion unless and until re-allocated, and any differences in relative investment performance of the underlying funds in which each respective Target Risk Fund invests corresponding to each asset class can change the percentage of total assets of the Fund comprising each portion.

The assets of each of the Target Risk Funds are invested in some or all of the SSgA Russell All Cap Index Non-Lending Series Fund, the SSgA International Index Non-Lending Series Fund, the SSgA Global Equity ex U.S. Index Non-Lending Series Fund, the SSgA/Tuckerman REIT Index Non-Lending Series Fund, the SSgA U.S. Bond Index Non-Lending Series Fund, the SSgA U.S. Inflation Protected Bond Index Non-Lending Series Fund and the SSgA Dow Jones UBS Commodity Index^SMNon-Lending Series Fund, all of which are collective investment funds maintained by State Street Bank. Contributions and transfers to, and withdrawals and transfers from, each Target Risk Fund are allocated between the underlying funds in which each such Fund invests in a manner intended to achieve the targeted allocation of such Fund’s assets. Northern Trust Investments may, in the future and at its discretion, employ other investment advisors to provide investment advice with respect to the Target Risk Funds or portions thereof.

State Street Bank is a Massachusetts chartered trust company and a wholly-owned subsidiary of State Street Corporation. SSgA is the investment management division of State Street Bank. As of December 31, ~~2011~~2012, State Street Bank had a total risk-based capital ratio of 19.61%, which is in excess of applicable regulatory minimum requirements for qualifying as a well-capitalized bank under the Federal Reserve Board’s risk-based capital rules. State Street Bank’s customers include mutual funds and other collective investment funds, corporate and public retirement plans, insurance companies, foundations, endowments and other investment pools, and investment managers. As of December 31, ~~2011~~2012, State Street Bank and its affiliates on a consolidated basis had approximately $2124.82 trillion of assets under custody and administration and had approximately $12.9 1 trillion of assets under management. State Street Bank’s principal offices are located at One Lincoln Street, Boston, Massachusetts 02111.

115

BALANCED FUND

Current Status. Certain assets contributed to the Program are held in the Balanced Fund. Northern Trust Investments is responsible for the investment of such assets, and ING Services maintains the recordkeeping with respect to the Balanced Fund and provides notices to Investors when appropriate. See “Contributions and Investment Selection—Contributions.“” However, the Collective Trust no longer offers Units in the Balanced Fund and Northern Trust intends to terminate the Balanced Fund. Additional information relating to assets held in the Balanced Fund may be obtained by writing or calling the Program. See “~~Contributions and Investment Selection—~~Additional Information.“”

The assets under the Program invested in the Balanced Fund will remain so invested until they are transferred to another investment option available under the Program. Certain risks relating to securities lending may apply to investment in the Balanced Fund. See “Risk Factors ~~Relating Generally to the Program~~—Risks ~~Related~~Relating to Securities Lending.“” No transfers or contributions to the Balanced Fund are permitted.

Upon the termination of the Balanced Fund, Northern Trust Investments will transfer all the assets invested in the Balanced Fund in accordance with directions received from Investors with investments then invested in the Fund. Any assets not subject to a valid direction to be transferred to another investment option and hence remaining in the Balanced Fund as of its termination are expected to be transferred to the Moderate Risk Fund.

119

Because Units in the Balanced Fund are no longer offered as an investment option, the following information is provided in this prospectus for informational purposes only:

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