Form 485BPOS Advisers Investment Trus
| THE SECURITIES ACT OF 1933 | ||||
| Pre‑Effective Amendment No. | ☐ | |||
| Post-Effective Amendment No. 115 | ☒ |
| Amendment No. 126 | ☒ |
| ☐ | Immediately upon filing pursuant to paragraph (b) |
| ☒ | On |
| ☐ | 60 days after filing pursuant to paragraph (a)(1) |
| ☐ | On (date) pursuant to paragraph (a) |
| ☐ | 75 days after filing pursuant to paragraph (a)(2) |
| ☐ | On (date) pursuant to paragraph (a)(2) of Rule 485. |
| ☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
| Page | ||||
| Fund Summary | 1 | |||
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| 4 | ||||
| 8 | ||||
| 11 | ||||
| Additional Information on Fund Investment Objectives, Strategies, and Risks | 15 | |||
| 15 | ||||
| 15 | ||||
| 18 | ||||
| 21 | ||||
| 21 | ||||
| Management of the Funds | 22 | |||
| 22 | ||||
| 22 | ||||
| 23 | ||||
| 24 | ||||
| Your Account | 24 | |||
| 24 | ||||
| 25 | ||||
| 27 | ||||
| 30 | ||||
| 30 | ||||
| Dividends and Distributions | 31 | |||
| 31 | ||||
| Taxes | 32 | |||
| 32 | ||||
| Shareholder Reports and Other Information | 33 | |||
| Financial Highlights | 34 | |||
| Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | ||||
| Maximum deferred sales charge (load) (as a percentage of amount redeemed) | ||||
| Redemption fee (as a percentage of amount redeemed) |
| Management Fee | % | |||
| Distribution (Rule 12b-1) Fees | ||||
| Other Expenses | % | |||
| Total Annual Fund Operating Expenses | % | |||
| Fee Waivers and/or Reimbursements 1 | ( |
)% | ||
| Total Annual Fund Operating Expenses After Fee Waivers and/or Reimbursements | % |
| 1 | State Farm Investment Management Corp. (the “Adviser”) has contractually agreed to waive fees and/or reimburse expenses to the extent that Total Annual Fund Operating Expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) exceed 0.12% until |
| Example |
| 1 year | 3 years | 5 years | 10 years | |||||||||||
| $ | $ | $ | $ | |||||||||||
| |
| • | Strong profitability within their sector |
| • | Strong cash flows within their sector |
| • | Strong management efficiency |
| • | The ability to lower the volatility of the Fund |
| |
% | |||||||
| |
( |
)% |
| 1 Year | 5 Year | 10 Year | ||||||||||
| Return Before Taxes | ||||||||||||
| Return After Taxes on Distributions | ||||||||||||
| Return After Taxes on Distributions and Sale of Fund Shares | ||||||||||||
| S&P 500® Index (reflects no deduction for expenses or taxes) | ||||||||||||
| To open an account by check |
$250 (per fund) | |
| To open an account by wire |
$50 (per fund) | |
| Subsequent investments by check, automated clearing house (ACH) or automatic investing |
$50 (per fund) | |
| Subsequent investment by wire |
$50 (per fund) |
| Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | ||||
| Maximum deferred sales charge (load) (as a percentage of amount redeemed) | ||||
| Redemption fee (as a percentage of amount redeemed) |
| Management Fee | % | |||
| Distribution (Rule 12b-1) Fees | ||||
| Other Expenses | % | |||
| Total Annual Fund Operating Expenses | % | |||
| Fee Waivers and/or Reimbursements 1 | ( |
)% | ||
| Total Annual Fund Operating Expenses After Fee Waivers and/or Reimbursements | % |
| 1 | State Farm Investment Management Corp. (the “Adviser”) has contractually agreed to waive fees and/or reimburse expenses to the extent that Total Annual Fund Operating Expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) exceed 0.14% until |
| 1 year | 3 years | 5 years | 10 years | |||||||||||
| $ | $ | $ | $ | |||||||||||
| |
| • | Strong profitability within their sector |
| • | Strong cash flows within their sector |
| • | Strong management efficiency |
| • | The ability to lower the volatility of the Fund |
| |
% | |||||||
| |
( |
)% |
| 1 Year | 5 Year | 10 Year | ||||||||||
| Return Before Taxes | ||||||||||||
| Return After Taxes on Distributions | ||||||||||||
| Return After Taxes on Distributions and Sale of Fund Shares | ||||||||||||
| S&P 500® Index (reflects no deduction for expenses or taxes) | ||||||||||||
| Bloomberg Intermediate Gov/Credit Index (reflects no deduction for expenses or taxes) | ||||||||||||
| To open an account by check |
$250 (per fund) | |
| To open an account by wire |
$50 (per fund) | |
| Subsequent investments by check, automated clearing house (ACH) or automatic investing |
$50 (per fund) | |
| Subsequent investment by wire |
$50 (per fund) |
| Regular Mail: | Overnight Address: | |
| State Farm Funds | State Farm Funds | |
| P.O. Box 182330 | 4249 Easton Way, Suite 400 | |
| Columbus, OH 43218-2330 | Columbus, OH 43219 | |
| Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | ||||
| Maximum deferred sales charge (load) (as a percentage of amount redeemed) | ||||
| Redemption fee (as a percentage of amount redeemed) |
| Management Fee | % | |||
| Distribution (Rule 12b-1) Fees | ||||
| Other Expenses | % | |||
| Total Annual Fund Operating Expenses | % | |||
| Fee Waivers and/or Reimbursements 1 | ( |
)% | ||
| Total Annual Fund Operating Expenses After Fee Waivers and/or Reimbursements | % |
| 1 | |
| Example |
| 1 year | 3 years | 5 years | 10 years | |||||||||||
| $ | $ | $ | $ | |||||||||||
| |
| |
% | |||||||
| |
( |
)% |
| 1 Year | 5 Year | 10 Year | ||||||||||
| Return Before Taxes | ||||||||||||
| Return After Taxes on Distributions | ||||||||||||
| Return After Taxes on Distributions and Sale of Fund Shares | ||||||||||||
| Bloomberg US Government/Credit Bond Index (reflects no deduction for expenses or taxes) | - |
|||||||||||
| Bloomberg 1-5 Year U.S. Treasury Index (reflects no deduction for expenses or taxes) | ||||||||||||
| To open an account by check |
$250 (per fund) | |
| To open an account by wire |
$50 (per fund) | |
| Subsequent investments by check, automated clearing house (ACH) or automatic investing |
$50 (per fund) | |
| Subsequent investment by wire |
$50 (per fund) |
| Maximum sales charge (load) imposed on purchases (as a percentage of offering price) | ||||
| Maximum deferred sales charge (load) (as a percentage of amount redeemed) | ||||
| Redemption fee (as a percentage of amount redeemed) |
| Management Fee | % | |||
| Other expenses | % | |||
| Acquired Fund Fees and Expenses | % | |||
| Total Annual Fund Operating Expenses 1 | % | |||
| Fee Waivers and/or Reimbursements 2 | ( |
)% | ||
| Total Annual Fund Operating Expenses After Fee Waivers and/or Reimbursements | % |
| 1 | |
| 2 | State Farm Investment Management Corp. (the “Adviser”) has contractually agreed to waive fees and/or reimburse expenses to the extent that Total Annual Fund Operating Expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) exceed 0.16% until |
| 1 year | 3 years | 5 years | 10 years | |||||||||||
| $ | $ | $ | $ | |||||||||||
| • | Credit (or Default) Risk. The risk that the inability or unwillingness of an issuer or counterparty to meet its principal or interest payments or other financial obligations will adversely affect the value of the Fund’s investments and its returns. The credit quality of a debt security or of the issuer of a debt security held by the Fund could deteriorate rapidly, which may impair the Fund’s liquidity or cause a deterioration in the Fund’s NAV. |
| • | Interest Rate Risk. The risk that during periods of rising interest rates, the Fund’s yield (and the market value of its securities) will tend to be lower than prevailing market rates; in periods of falling interest rates, the Fund’s yield (and the market value of its securities) will tend to be higher. The Fund may face a heightened level of interest rate risk due to certain changes in monetary policy. It is difficult to predict the pace at which central banks or monetary authorities may change interest rates or the timing, frequency, or magnitude of such changes. Any such changes could be sudden and could expose debt markets to significant volatility and reduced liquidity for Fund investments. Securities with longer maturities tend to be more sensitive to changes in interest rates, causing them to be more volatile than securities with shorter maturities. |
| • | Liquidity Risk. The Sub-Adviser may have difficulty selling securities the Fund holds at the time it would like to sell, and at the value the Fund has placed on those securities. |
| • | High Yield Risk. High yield securities and unrated securities of similar credit quality (securities rated below investment grade, commonly known as “junk bonds”) are subject to greater levels of credit, call, and liquidity risks. High yield securities are considered primarily speculative with respect to the issuer’s continuing ability to make principal and interest payments and may be more volatile than higher-rated securities of similar maturity. |
| • | Tax Risk. The Fund’s investments in municipal securities rely on the opinion of the issuer’s bond counsel that the interest paid on those securities will not be subject to federal income tax. Tax opinions are generally provided at the time the municipal security is initially issued. However, after the Fund buys a security, the Internal Revenue Service (the “IRS”) may determine that the issuer has not complied with applicable tax requirements and a bond issued as tax-exempt should in fact be taxable. This may result in a significant decline in the value of the security. |
| |
% | |||||||
| |
( |
)% |
| 1 Year | 5 Year | 10 Year | ||||||||||
| Return Before Taxes | ||||||||||||
| Return After Taxes on Distributions | ||||||||||||
| Return After Taxes on Distributions and Sale of Fund Shares | ||||||||||||
| Bloomberg 1-15 Yr. Municipal Index Total Return Index Unhedged USD | ||||||||||||
| Bloomberg 7-Year Municipal Bond Index (reflects no deduction for expenses or taxes) | ||||||||||||
| To open an account by check |
$250 (per fund) | |
| To open an account by wire |
$50 (per fund) | |
| Subsequent investments by check, automated clearing house (ACH) or automatic investing |
$50 (per fund) | |
| Subsequent investments by wire |
$50 (per fund) |
| • | Strong profitability within their sector |
| • | Strong cash flows within their sector |
| • | Strong management efficiency |
| • | The ability to lower the volatility of the Fund |
| • | Strong profitability within their sector |
| • | Strong cash flows within their sector |
| • | Strong management efficiency |
| • | The ability to lower the volatility of the Fund |
| Fund | Management Fee (as percentage of average daily net assets) |
|||
| State Farm Growth Fund |
0.10 | % | ||
| State Farm Balanced Fund |
0.11 | % | ||
| State Farm Interim Fund |
0.12 | % | ||
| State Farm Municipal Bond Fund |
0.11 | % | ||
| Fund | Management Fee (as percentage of average daily net assets) |
|||
| State Farm Growth Fund |
0.085 | % | ||
| State Farm Balanced Fund |
0.080 | % | ||
| State Farm Interim Fund |
0.075 | % | ||
| State Farm Municipal Bond Fund |
0.080 | % | ||
| • | The account number (if issued) and Fund name; |
| • | The amount of the transaction, in dollar amount or number of shares; |
| • | For redemptions and exchanges (other than telephone or wire redemptions), the signature of all account owners exactly as they are registered on the account; |
| • | Required Medallion Signature Guarantees, if applicable; and |
| • | Other supporting legal documents and certified resolutions that might be required in the case of estates, corporations, trusts and other entities or forms of ownership. Call 800-447-0740 (toll free), 866-342-2418 (toll free) or 501-255-1812 more information about documentation that may be required of these entities. |
| To open an account by check |
$ 250 (per fund) | |
| To open an account by wire |
$ 50 (per fund) | |
| Subsequent investments by check, automated clearing house (ACH) or automatic investing |
$ 50 (per fund) | |
| Subsequent investment by wire |
$ 50 (per fund) |
| • | Complete a New Account Application and send it to: |
| • | You must also call 800-447-0740 (toll free), 866-342-2418 (toll free) or 501-255-1812 on days the Funds are open for business to place an initial purchase via phone or provide an initial purchase Letter of Instruction. |
| • | Send a check or wire funds for your purchase. A wire will be considered made when the money is received and the purchase is accepted by the Funds. Any delays that may occur in receiving money, including delays that may occur in processing by the bank, are not the responsibility of the Funds or the Transfer Agent. Wires must be received prior to 4:00 pm ET to receive the current day’s NAV. |
| • | Payment must be in U. S. dollars on a check drawn on a bank in the United States, wire transfer or electronic transfer. The Funds will not accept cash, traveler’s checks, starter checks money orders, third party checks (except for properly endorsed IRA rollover checks), checks drawn on foreign bank or checks issued by credit card companies or internet-based companies. Shares purchases by checks that are returned will be canceled and you will be liable for any losses or fees incurred by the Fund or its agents, including bank handling charges for returned checks. |
| • | Call 800-447-0740 (toll free), 866-342-2418 (toll free) or 501-255-1812 on days the Funds are open for business. |
| • | Provide a subsequent purchase Letter of Instruction, delivered to the addresses listed above accompanied by an acceptable payment method as outlined above. |
| • | Purchase shares online by logging in to your statefarm.com account. When purchasing online, you will be required to provide active bank account information to facilitate payment for purchases. Transactions for which State Farm Funds are unable to successfully draft from your bank account will be canceled. |
| • | Complete the “Choose Your Dividend and Capital Gain Distributions” section on the New Account Application. |
| • | Reinvestments can only be directed to an existing Fund account. |
| • | Send a written request to: |
| • | The redemption request must include: |
| 1. | The number of shares or the dollar amount to be redeemed; |
| 2. | The Fund account number; and |
| 3. | The signatures of all account owners signed in the exact name(s) and any special capacity in which they are registered. |
| • | A Medallion Signature Guarantee (see below) is required but may be waived in certain (limited) circumstances. Please see the Medallion Guarantees section below. |
| • | Call the Transfer Agent at 800-447-0740 (toll free), 866-342-2418 (toll free) or 501-255-1812 for instructions. |
| • | The minimum amount that may be redeemed by this method is $250 |
| • | Wire payments are subject to a wire fee of $15.00 for each wire processed. Your financial institutional may also charge you a fee for the receipt of wire payments |
| • | Call 800-447-0740 (toll free), 866-342-2418 (toll free) or 501-255-1812 to use the telephone privilege. |
| • | If your account is already opened and you wish to add the telephone privilege, send a written request to: |
| • | The written request to add the telephone privilege must be signed by each owner of the account and must be accompanied by signature guarantees. |
| • | Online redemptions are subject to a daily limit of $250,000 per account. |
| • | The redemption is requested in writing and the amount redeemed is equal to or greater than $100,000; |
| • | Electronic payment is to a bank account not on file; |
| • | The payment recipient is someone other than the account owner; |
| • | Payment is being sent to an address that is different from the address of record or; |
| • | Information on your account has been changed, including the name(s) or the address on your account or the name or address of a payee, within 30 days of your redemption request. |
| • | In certain circumstances where funds are being transferred to another State Farm Funds account that is not registered to the account owner. |
| • | If your redemption proceeds are being sent to a Qualified Charitable Organization, a Medallion Signature Guarantee is required for redemptions exceeding $25,000. |
| Year ended September 30, | 10-month period ended September 30, 2021 |
Year ended November 30, |
||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2020 | 2019 | ||||||||||||||||||||
| Net asset value, beginning of period |
$ | 102.45 | 87.92 | 112.02 | 97.62 | 89.37 | 81.06 | |||||||||||||||||
| Income from Investment Operations |
||||||||||||||||||||||||
| Net investment income(a) |
1.84 | 1.75 | 1.70 | 1.67 | 1.99 | 2.13 | ||||||||||||||||||
| Net gain (loss) on investments (both realized and unrealized) |
29.64 | 14.53 | (9.06 | ) | 15.56 | 9.22 | 9.30 | |||||||||||||||||
| Total from investment operations |
31.48 | 16.28 | (7.36 | ) | 17.23 | 11.21 | 11.43 | |||||||||||||||||
| Less Distributions |
||||||||||||||||||||||||
| Net investment income |
(1.84 | ) | (1.75 | ) | (1.83 | ) | (1.97 | ) | (2.11 | ) | (2.09 | ) | ||||||||||||
| Net realized gain |
(4.93 | ) | — | (14.91 | ) | (0.86 | ) | (0.85 | ) | (1.03 | ) | |||||||||||||
| Total distributions |
(6.77 | ) | (1.75 | ) | (16.74 | ) | (2.83 | ) | (2.96 | ) | (3.12 | ) | ||||||||||||
| Net asset value, end of period |
$ | 127.16 | 102.45 | 87.92 | 112.02 | 97.62 | 89.37 | |||||||||||||||||
| Total Return |
32.07 | % | 18.58 | % | (8.99 | )% | 17.89 | %(b) | 12.96 | % | 14.91 | % | ||||||||||||
| Ratios/Supplemental Data |
||||||||||||||||||||||||
| Net assets, end of period (millions) |
$ | 8,098.7 | 6,448.6 | 5,708.0 | 6,589.0 | 5,819.8 | 5,502.5 | |||||||||||||||||
| Average net asset ratios |
||||||||||||||||||||||||
| Expenses, net of waivers and reimbursements |
0.12 | % | 0.12 | % | 0.12 | % | 0.12 | %(c) | 0.12 | % | 0.12 | % | ||||||||||||
| Expenses, gross of waivers and reimburements |
0.15 | % | 0.16 | % | 0.16 | % | 0.13 | %(c) | 0.12 | % | 0.12 | % | ||||||||||||
| Net investment income, net of waivers and reimbursements |
1.61 | % | 1.74 | % | 1.63 | % | 1.81 | %(c) | 2.29 | % | 2.62 | % | ||||||||||||
| Portfolio turnover rate |
18 | % | 22 | % | 28 | % | 23 | %(b),(d),(e) | 0 | %(f) | 1 | % | ||||||||||||
| (a) | Average shares outstanding for the period were used to calculate net investment income per share. |
| (b) | Not annualized for periods that are less than a full year. |
| (c) | Determined on an annualized basis. |
| (d) | The portfolio turnover rate excludes securities delivered from processing redemptions in-kind. |
| (e) | The portfolio turnover rate increased due to certain investment activity in connection with the Reorganization of the Fund from the State Farm Associates’ Fund Trust into the Advisers Investment Trust. |
| (f) | Portfolio turnover rate rounds to less than 1% for the year ended November 30, 2020. |
| Year ended September 30, | 10-month period ended September 30, 2021 |
Year ended November 30, |
||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2020 | 2019 | ||||||||||||||||||||
| Net asset value, beginning of period |
$ | 82.94 | 74.40 | 89.79 | 81.66 | 75.35 | 68.52 | |||||||||||||||||
| Income from Investment Operations |
||||||||||||||||||||||||
| Net investment income(a) |
2.14 | 1.86 | 1.39 | 1.41 | 1.69 | 1.81 | ||||||||||||||||||
| Net gain (loss) on investments (both realized and unrealized) |
17.16 | 8.43 | (8.53 | ) | 9.03 | 6.62 | 7.30 | |||||||||||||||||
| Total from investment operations |
19.30 | 10.29 | (7.14 | ) | 10.44 | 8.31 | 9.11 | |||||||||||||||||
| Less Distributions |
||||||||||||||||||||||||
| Net investment income |
(2.08 | ) | (1.75 | ) | (1.50 | ) | (1.68 | ) | (1.78 | ) | (1.79 | ) | ||||||||||||
| Net realized gain |
(3.99 | ) | — | (6.75 | ) | (0.63 | ) | (0.22 | ) | (0.49 | ) | |||||||||||||
| Total distributions |
(6.07 | ) | (1.75 | ) | (8.25 | ) | (2.31 | ) | (2.00 | ) | (2.28 | ) | ||||||||||||
| Net asset value, end of period |
$ | 96.17 | 82.94 | 74.40 | 89.79 | 81.66 | 75.35 | |||||||||||||||||
| Total Return |
24.37 | % | 13.87 | % | (9.20 | )% | 12.95 | %(b) | 11.31 | % | 13.82 | % | ||||||||||||
| Ratios/Supplemental Data |
||||||||||||||||||||||||
| Net assets, end of period (millions) |
$ | 2,520.6 | 2,163.4 | 2,007.9 | 2,360.2 | 2,251.1 | 2,121.8 | |||||||||||||||||
| Average net asset ratios |
||||||||||||||||||||||||
| Expenses, net of waivers and reimbursements |
0.14 | % | 0.14 | % | 0.14 | % | 0.13 | %(c) | 0.14 | % | 0.13 | % | ||||||||||||
| Expenses, gross of waivers and reimburements |
0.18 | % | 0.18 | % | 0.18 | % | 0.14 | %(c) | 0.14 | % | 0.13 | % | ||||||||||||
| Net investment income, net of waivers and reimbursements |
2.41 | % | 2.27 | % | 1.63 | % | 1.90 | %(c) | 2.27 | % | 2.59 | % | ||||||||||||
| Portfolio turnover rate |
19 | % | 38 | % | 40 | % | 22 | %(b),(d),(e) | 3 | % | 4 | % | ||||||||||||
| (a) | Average shares outstanding for the period were used to calculate net investment income per share. |
| (b) | Not annualized for periods that are less than a full year. |
| (c) | Determined on an annualized basis. |
| (d) | The portfolio turnover rate excludes securities delivered from processing redemptions in-kind. |
| (e) | The portfolio turnover rate increased due to certain investment activity in connection with the Reorganization of the Fund from the State Farm Associates’ Fund Trust into the Advisers Investment Trust. |
| Year ended September 30, | 10-month period ended September 30, 2021 |
Year ended November 30, |
||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2020 | 2019 | ||||||||||||||||||||
| Net asset value, beginning of period |
$ | 9.36 | 9.37 | 10.20 | 10.36 | 10.10 | 9.76 | |||||||||||||||||
| Income from Investment Operations |
||||||||||||||||||||||||
| Net investment income |
0.29 | 0.19 | 0.10 | 0.09 | 0.14 | 0.17 | ||||||||||||||||||
| Net gain (loss) on investments (both realized and unrealized) |
0.38 | (0.01 | ) | (0.83 | ) | (0.16 | ) | 0.26 | 0.34 | |||||||||||||||
| Total from investment operations |
0.67 | 0.18 | (0.73 | ) | (0.07 | ) | 0.40 | 0.51 | ||||||||||||||||
| Less Distributions |
||||||||||||||||||||||||
| Net investment income |
(0.29 | ) | (0.19 | ) | (0.10 | ) | (0.09 | ) | (0.14 | ) | (0.17 | ) | ||||||||||||
| Net realized gain |
— | — | — | — | — | — | ||||||||||||||||||
| Total distributions |
(0.29 | ) | (0.19 | ) | (0.10 | ) | (0.09 | ) | (0.14 | ) | (0.17 | ) | ||||||||||||
| Net asset value, end of period |
$ | 9.74 | 9.36 | 9.37 | 10.20 | 10.36 | 10.10 | |||||||||||||||||
| Total Return |
7.33 | % | 1.92 | % | (7.17 | )% | (0.71 | )%(a) | 4.02 | % | 5.26 | % | ||||||||||||
| Ratios/Supplemental Data |
||||||||||||||||||||||||
| Net assets, end of period (millions) |
$ | 308.7 | 314.8 | 368.2 | 447.0 | 495.2 | 350.7 | |||||||||||||||||
| Average net asset ratios |
||||||||||||||||||||||||
| Expenses, net of waivers and reimbursements |
0.16 | % | 0.16 | % | 0.16 | % | 0.16 | %(b) | 0.16 | % | 0.17 | % | ||||||||||||
| Expenses, gross of waivers and reimburements |
0.25 | % | 0.23 | % | 0.22 | % | 0.18 | %(b) | 0.16 | % | 0.17 | % | ||||||||||||
| Net investment income, net of waivers and reimbursements |
3.09 | % | 2.00 | % | 0.99 | % | 1.02 | %(b) | 1.38 | % | 1.71 | % | ||||||||||||
| Portfolio turnover rate |
49 | % | 39 | % | 45 | % | 36 | %(a) | 20 | % | 20 | % | ||||||||||||
| (a) | Not annualized for periods that are less than a full year. |
| (b) | Determined on an annualized basis. |
| Year ended September 30, | 10-month period ended September 30, 2021 |
Year ended November 30, |
||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2020 | 2019 | ||||||||||||||||||||
| Net asset value, beginning of period |
$ | 7.81 | 7.84 | 8.89 | 9.04 | 8.80 | 8.44 | |||||||||||||||||
| Income from Investment Operations |
||||||||||||||||||||||||
| Net investment income |
0.25 | 0.24 | 0.21 | 0.18 | 0.23 | 0.24 | ||||||||||||||||||
| Net gain (loss) on investments (both realized and unrealized) |
0.41 | (0.03 | ) | (1.04 | ) | (0.14 | ) | 0.24 | 0.36 | |||||||||||||||
| Total from investment operations |
0.66 | 0.21 | (0.83 | ) | 0.04 | 0.47 | 0.60 | |||||||||||||||||
| Less Distributions |
||||||||||||||||||||||||
| Net investment income |
(0.25 | ) | (0.24 | ) | (0.21 | ) | (0.18 | ) | (0.23 | ) | (0.24 | ) | ||||||||||||
| Net realized gain(a) |
— | — | (0.01 | ) | (0.01 | ) | — | — | ||||||||||||||||
| Total distributions |
(0.25 | ) | (0.24 | ) | (0.22 | ) | (0.19 | ) | (0.23 | ) | (0.24 | ) | ||||||||||||
| Net asset value, end of period |
$ | 8.22 | 7.81 | 7.84 | 8.89 | 9.04 | 8.80 | |||||||||||||||||
| Total Return |
8.57 | % | 2.64 | % | (9.51 | )% | 0.37 | %(b) | 5.40 | % | 7.19 | % | ||||||||||||
| Ratios/Supplemental Data |
||||||||||||||||||||||||
| Net assets, end of period (millions) |
$ | 538.7 | 547.8 | 580.3 | 703.1 | 741.0 | 710.9 | |||||||||||||||||
| Average net asset ratios |
||||||||||||||||||||||||
| Expenses, net of waivers and reimbursements |
0.16 | % | 0.16 | % | 0.16 | % | 0.17 | %(c) | 0.16 | % | 0.16 | % | ||||||||||||
| Expenses, gross of waivers and reimburements |
0.19 | % | 0.19 | % | 0.18 | % | 0.18 | %(c) | 0.16 | % | 0.16 | % | ||||||||||||
| Net investment income, net of waivers and reimbursements |
3.11 | % | 2.99 | % | 2.47 | % | 2.34 | %(c) | 2.53 | % | 2.74 | % | ||||||||||||
| Portfolio turnover rate |
30 | % | 16 | % | 31 | % | 11 | %(b) | 10 | % | 14 | % | ||||||||||||
| (a) | Net realized gain distributions represent less than $0.01 per share for the years ended November 30, 2020 and 2019. |
| (b) | Not annualized for periods that are less than a full year. |
| (c) | Determined on an annualized basis. |
| • | Account Applications and other forms, which may include a customer’s name, address, social security number, and information about a customer’s investment goals and risk tolerance; |
| • | Account History, including information about the transactions and balances in a customer’s account(s); and |
| • | Correspondences including written, telephonic or electronic between a customer and the Funds or service providers to the Funds. |
| • | to maintain policies and procedures designed to assure only appropriate access to, and use of information about customers of the Funds; and |
| • | to maintain physical, electronic and procedural safeguards that comply with federal standards to guard nonpublic personal information of customers of the Funds. |
| 1 | For purposes of this notice, the term “customer” or “customers” include individuals who provide nonpublic personal information to the Funds, but do not invest in Fund shares. |
State Farm Growth Fund (STFGX)
State Farm Balanced Fund (STFBX)
State Farm Interim Fund (SFITX)
State Farm Municipal Bond Fund (SFBDX)
Each a series of ADVISERS INVESTMENT TRUST
STATEMENT OF ADDITIONAL INFORMATION
January 28, 2025
This Statement of Additional Information (“SAI”) is not a prospectus. This SAI is intended to provide additional information regarding the activities and operations of the State Farm Growth Fund, State Farm Balanced Fund, State Farm Interim Fund, and State Farm Municipal Bond Fund (each, a “Fund” and collectively, the “Funds”). This SAI should be read in conjunction with the prospectus dated January 28, 2025. A copy of the prospectus can be obtained at no charge by writing to the Funds, P.O. Box 182330, Columbus, OH 43218-2330, or by calling 800-447-0740 (toll free), 866-342-2418 (toll free) or 501-255-1812. The Funds’ prospectus (“Prospectus”) is incorporated by reference into this SAI.
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DESCRIPTION OF THE TRUST AND THE FUNDS
Advisers Investment Trust (the “Trust”) is a Delaware statutory trust operating under a Fifth Amended and Restated Agreement and Declaration of Trust (the “Trust Agreement”) dated March 9, 2023. The Trust was formerly an Ohio business trust, which commenced operations on December 20, 2011. On March 31, 2017, the Trust was converted to a Delaware statutory trust. The Trust is an open-end investment company. The Trust Agreement permits the Board of Trustees (“Trustees” or “Board”) to authorize and issue an unlimited number of shares of beneficial interest of separate series. This Statement of Additional Information relates to the State Farm Growth Fund (the “Growth Fund”), State Farm Balanced Fund (the “Balanced Fund”), State Farm Interim Fund (the “Interim Fund”), and State Farm Municipal Bond Fund (the “Municipal Bond Fund”) (each, a “Fund” and collectively, the “Funds”), each a series of the Trust. The investment adviser to each of the Funds is State Farm Investment Management Corp. (the “Adviser”). Each Fund is a diversified fund.
Each of the Funds commenced operations in the Advisers Investment Trust on August 23, 2021. Prior to August 23, 2021, each Fund operated as a series of State Farm Associates’ Funds Trust (each a “Predecessor Fund” and together the “Predecessor Funds”).
The Funds do not issue share certificates. All shares are held in non-certificated form registered on the books of the Funds and the transfer agent for the account of the shareholder. Each share of a series represents an equal proportionate interest in the assets and liabilities belonging to that series and is entitled to such dividends and distributions out of income belonging to the series as are declared by the Trustees. The shares do not have cumulative voting rights or any preemptive or conversion rights, and the Trustees have the authority from time to time to divide or combine the shares of any series into a greater or lesser number of shares of that series so long as the proportionate beneficial interest in the assets belonging to that series and the rights of the shareholders of any other series are in no way affected. In case of any liquidation of a series, the shareholders of the series being liquidated will be entitled to receive as a class a distribution out of the assets, net of the liabilities, belonging to that series. Expenses attributable to any series are borne by that series. Any general expenses of the Trust not readily identifiable as belonging to a particular series are allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable. No shareholder is liable to further calls or to assessment by the Trust without his or her express consent.
Any Trustee of the Trust may be removed by vote of the shareholders holding not less than two-thirds of the outstanding shares of the Trust. The Trust does not hold an annual meeting of shareholders. When matters are submitted to shareholders for a vote, each shareholder is entitled to one vote for each whole share he or she owns and fractional votes for fractional shares he or she owns. All shares of the Funds have equal voting and liquidation rights. The Trust Agreement can be amended by the Trustees, except that any amendment that adversely affects the rights of shareholders must be approved by the shareholders affected. All shares of the Funds are subject to involuntary redemption if the Trustees determine to liquidate a Fund. An involuntary redemption will create a capital gain or a capital loss, which may have tax consequences about which you should consult your tax adviser.
For information concerning the purchase and redemption of shares of the Funds, see “How to Purchase Shares” and “How to Redeem Shares” in the Prospectus. For a description of the methods used to determine the share price and value of the Funds’ assets, see “Pricing Your Shares” in the Prospectus and “Determination of Share Price” in this Statement of Additional Information.
A notice claiming an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, as amended, and the rules of the Commodity Futures Trading Commission (CFTC) promulgated thereunder, with respect to the Adviser’s operations with respect to the State Farm Growth Fund and the State Farm Balanced Fund has been filed with the National Futures Association. Accordingly, the Adviser is not currently subject to the registration or regulation as a commodity pool operator.
ADDITIONAL INFORMATION ABOUT THE FUNDS’ INVESTMENTS
Investment Strategies and Risks
Borrowing
Each Fund may borrow money for temporary or emergency purposes, including the meeting of redemption requests up to the limits set forth under the section “Investment Policies and Restrictions.” Borrowing involves special risk considerations. Interest costs on borrowings may fluctuate with changing market rates of interest and may partially offset or exceed the return earned on
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borrowed funds (or on the assets that were retained rather than sold to meet the needs for which funds were borrowed). Under adverse market conditions, a Fund might have to sell portfolio securities to meet interest or principal payments at a time when investment considerations would not favor such sales. Reverse repurchase agreements and other similar investments that involve a form of leverage (i.e., risk of gain or loss disproportionately higher than the amount invested) have characteristics similar to borrowings. The Funds segregate liquid assets in connection with these types of transactions to the extent required by the 1940 Act.
Equity Securities
The Growth Fund and the Balanced Fund invest in common stocks, which represent an equity interest (ownership) in a corporation. This ownership interest often gives the Funds the right to vote on measures affecting the company’s organization and operations. The Funds also invest in other types of equity securities, including securities convertible into common stocks. Over time, common stocks have historically provided long-term capital growth potential. However, stock prices may decline over short or even extended periods. Stock markets tend to move in cycles, with periods of rising stock prices and periods of falling stock prices. As a result, the Funds should be considered long-term investments, designed to provide the best results when held for several years or more. The Funds may not be suitable investments if you have a short-term investment horizon or are unwilling to accept fluctuations in share price, including significant declines over a given period.
Foreign Securities
The Growth Fund and the Balanced Fund may invest up to 20% of their assets in foreign securities not publicly traded in the United States, including foreign securities issued by companies located in emerging market countries. The Funds’ investments in foreign securities may include American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”) or Global Depositary Receipts (“GDRs”). ADRs are receipts typically issued by an American bank or trust company evidencing ownership of the underlying securities. EDRs are European receipts evidencing a similar arrangement. GDRs are receipts that may trade in U.S. or non-U.S. markets. The Funds may invest in sponsored or unsponsored ADRs, EDRs or GDRs. In the case of an unsponsored depositary receipt, a Fund is likely to bear its proportionate share of the expenses of the depositary and it may have greater difficulty in receiving shareowner communications than it would have with a sponsored depositary receipt. Neither Fund intends to invest more than 5% of its net assets in unsponsored depositary receipts.
Shareowners should understand and consider carefully the risks involved in foreign investing. Investments in foreign securities are generally denominated in foreign currencies and involve certain considerations comprising both risk and opportunity not typically associated with investing in U.S. securities. These considerations include: fluctuations in exchange rates of foreign currencies; possible imposition of exchange control regulation or currency restrictions that would prevent cash from being brought back into the United States; less public information with respect to issuers of securities; less governmental supervision of stock exchanges, securities brokers, and issuers of securities; lack of uniform accounting, auditing, and financial reporting standards; lack of uniform settlement periods and trading practices; less liquidity and frequently greater price volatility in foreign markets than in the United States; possible imposition of foreign taxes; possible investment in securities of companies in developing as well as developed countries; and sometimes less advantageous legal, operational, and financial protections applicable to foreign sub-custodial arrangements.
With respect to portfolio securities that are issued by foreign issuers or denominated in foreign currencies, a Fund is subject to currency risk, which is the risk that the Fund’s investment performance will fluctuate based upon the strength or weakness of the U.S. dollar against those currencies. For example, if the dollar falls in value relative to the Japanese yen, the dollar value of yen-denominated stock held in a Fund’s portfolio will rise, even though the price of the stock remains unchanged. Conversely, if the dollar rises in value relative to the yen, the dollar value of the yen-denominated stock will fall.
Although both the Growth Fund and the Balanced Fund try to invest in companies and governments of countries having stable political environments, there is the possibility of expropriation or confiscatory taxation, seizure or nationalization of foreign bank deposits or other assets, establishment of exchange controls, the adoption of foreign government restrictions, or other adverse political, social or diplomatic developments that could affect investment in these nations. Trade tensions and economic sanctions on individuals and companies can contribute to market volatility.
Foreign securities issued by companies located in emerging market countries may present heightened foreign investing risks compared to investing in foreign securities issued by companies in more developed foreign markets. Securities of companies located in emerging markets may be substantially more volatile, and substantially less liquid, than the securities of companies located in more developed foreign markets.
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Debt Securities
In pursuing its investment objective, a Fund may invest in debt securities of corporate and governmental issuers. The risks inherent in debt securities depend primarily on the term and quality of the obligations in a Fund’s portfolio as well as on market conditions. A decline in the prevailing levels of interest rates generally increases the value of debt securities, while an increase in rates usually reduces the value of those securities.
The Growth Fund may invest in fixed income investments such as United States government obligations and investment grade bonds. The Balanced Fund primarily invests in fixed income securities that are “investment grade”—that is, within the four highest grades assigned by Moody’s Investors Service, Inc. (Moody’s) or Standard & Poor’s Financial Services LLC, a division of McGraw-Hill Financial (S&P), or, if unrated, deemed to be of comparable quality by the Adviser. Interim Fund usually invests in U.S. government securities, but may also invest in corporate debt securities rated in one of the three highest grades by S&P or Moody’s or, if unrated, considered by the Adviser to be of comparable quality. Municipal Bond Fund invests at least 70% of its total assets in municipal bonds rated in one of the three highest grades by Moody’s or S&P, and may invest up to 30% of its total assets in bonds that are unrated or rated less than A. If the rating of a security held by the Fund is lost or reduced, the Fund is not required to sell the security, but the Adviser will consider that fact in determining whether the Fund should continue to hold the security. See “Description of Bond Ratings.”
Debt securities in the fourth highest grade assigned by Moody’s or S&P may possess speculative characteristics, and changes in economic conditions are more likely to affect the issuer’s capacity to pay interest and repay principal. Securities that are rated below investment grade (that is, BB or lower) are often termed “junk bonds” and are considered predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal according to the terms of the obligation and therefore carry greater investment risk, including the possibility of issuer default and bankruptcy.
U.S. Government Securities
Each Fund may purchase securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies, authorities or instrumentalities (“U.S. Government Securities”). Some U.S. Government Securities, such as Treasury bills, notes and bonds, which differ only in their interest rates, maturities and times of issuance, are supported by the full faith and credit of the United States. Others, such as obligations issued or guaranteed by U.S. Government agencies, authorities or instrumentalities, are supported either by (a) the full faith and credit of the U.S. Government (such as securities of the Small Business Administration), (b) the right of the issuer to borrow from the Treasury (such as securities of the Federal Home Loan Banks), (c) the discretionary authority of the U.S. Government to purchase the agency’s obligations (such as securities of the Federal National Mortgage Association), or (d) only the credit of the issuer. No assurance can be given that the U.S. Government will provide financial support to U.S. Government agencies, authorities or instrumentalities in the future. Accordingly, securities issued by an agency are subject to default, and are also subject to interest rate and prepayment risks.
Securities guaranteed as to principal and interest by the U.S. Government, its agencies, authorities or instrumentalities are considered to include (a) securities for which the payment of principal and interest is backed by a guarantee of, or an irrevocable letter of credit issued by, the U.S. Government, its agencies, authorities or instrumentalities and (b) participation in loans made to foreign governments or their agencies that are so guaranteed. The secondary market for certain of these participations is limited. Such participations may therefore be regarded as illiquid.
Convertible Securities
Convertible securities include any corporate debt security that may be converted into underlying shares of common stock. The common stock underlying convertible securities may be issued by a different entity than the issuer of the convertible securities. Convertible securities entitle the holder to receive interest payments paid on corporate debt securities until such time as the convertible security matures or is redeemed or until the holder elects to exercise the conversion privilege.
The value of convertible securities is influenced by both the yield of non-convertible securities of comparable issuers and by the value of a convertible security viewed without regard to its conversion feature (i.e., strictly on the basis of its yield). The estimated price at which a convertible security would be valued by the marketplace if it had no conversion feature is sometimes referred to as its “investment value.” The investment value of the convertible security will typically fluctuate inversely with changes in prevailing interest rates. However, at the same time, the convertible security will be influenced by its “conversion value,” which is the market value of the underlying common stock that would be obtained if the convertible security were converted. Conversion value fluctuates directly with the price of the underlying common stock.
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By investing in convertible securities, a Fund obtains the right to benefit from the capital appreciation potential in the underlying stock upon exercise of the conversion right, while earning higher current income than would be available if the stock were purchased directly. In determining whether to purchase a convertible security, the Adviser will consider the same criteria that would be considered in purchasing the underlying common stock and will also consider the debt features of the security (such as its rating). Although convertible securities purchased by a Fund are frequently rated investment grade, the Fund also may purchase unrated convertible securities or convertible securities rated below investment grade if the securities meet the Adviser’s other investment criteria. Convertible securities rated below investment grade (a) tend to be more sensitive to interest rate and economic changes, (b) may be obligations of issuers that are less creditworthy than issuers of higher quality convertible securities, and (c) may be more thinly traded due to such securities being less well known to investors than either common stock or conventional debt securities. Below investment grade convertible securities are subject to a higher degree of credit risk than are investment grade convertible securities. As a result, the Adviser’s own investment research and analysis tends to be more important in the purchase of such securities than other factors.
Municipal Bonds
The Municipal Bond Fund invests primarily in a diversified selection of municipal bonds (as defined in the prospectus) with maturities of one to seventeen years, although issues with longer maturities may be purchased from time to time. A majority of the Fund’s investments will usually be in issues with maturities longer than five years. There can be no assurance that current income will be sufficient to offset decreases in the net asset value per share that will result if prevailing interest rates rise in relation to the rates of interest on municipal bonds in the Fund’s portfolio.
Municipal securities are issued by state and local governments and their authorities, with the coupon interest on most issues being exempt from federal income taxes. The two basic municipal security structures are tax-backed bonds and revenue bonds. Tax-backed debt is secured by an issuer’s general taxing power and is often referred to as a general obligation bond. Revenue bonds are used to finance specific projects and are dependent on the revenues from those projects to satisfy the debt obligation. These bonds are referred to as municipal revenue bonds. The Municipal Bond Fund may purchase and/or hold municipal revenue bonds. Municipal Bond Fund may also purchase and/or hold advance refunded bonds, which are a unique type of municipal bond. From time to time, a municipal bond issuer may choose to advance refund some or all of its outstanding debt, by issuing new bonds (“refunding bonds”). The proceeds of the refunding bonds are then used to effectively pay off the outstanding debt (“refunded bonds”) of the issuer. Legal or contractual constraints, however, may prevent the issuer from immediately and directly paying off the refunded bonds in full. As a result, the issuer may use the proceeds of the refunding bonds and/or other available funds to purchase securities that will mature in times and amounts sufficient to pay the principal, interest and any call premium on the refunded bonds, depositing these securities in an escrow account established with an independent escrow trustee. The refunded bonds are then typically fully secured by the monies and investments deposited in the escrow account and the issuer will not have any future monetary obligation with respect to the refunded bondholders provided that the escrow account is adequately funded. A municipal bond issuer’s ability to advance refund outstanding debt is subject to federal tax laws governing advance refunding.
The Municipal Bond Fund may purchase variable rate demand notes, which are obligations containing a floating or variable interest rate adjustment formula and which are subject to a right of demand for payment of the principal balance plus accrued interest either at any time or at specified intervals. The interest rate on a variable rate demand note may be based on a known lending rate, such as bank’s prime rate, and may be adjusted when such rate changes, or the interest rate may be a market rate that is adjusted at specified intervals. The adjustment formula attempts to maintain the value of the variable rate demand note at approximately the par value of such note at the adjustment date.
Assets of the Municipal Bond Fund not invested in municipal bonds will be held in cash or invested in money market securities and U.S. treasury securities. Money market securities include short-term obligations of the U.S. government and its agencies and instrumentalities and other money market instruments such as domestic bank certificates of deposit, bankers’ acceptances and corporate commercial paper rated in the highest grade. From time to time more than 20% of the Fund’s assets may be invested in money market securities or held as cash for defensive reasons in anticipation of a decline in the market values of debt securities, or pending the investment of proceeds from the sale of Fund shares or from the sale of portfolio securities, or in order to have highly liquid securities available to meet possible redemptions.
The obligations of municipal bond issuers are subject to the laws of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors. In addition, the obligations of such issuers may become subject to the laws enacted in the future by Congress, state legislatures or referenda extending the time of payment of principal and/or interest, or imposing other constraints upon enforcement of such obligations or upon municipalities to levy taxes. There is also the possibility that, as a result of
4
legislation or other conditions, the power or ability of any issuer to pay, when due, the principal and interest on its municipal obligations may be materially affected.
Defensive Investments
Under normal conditions, each Fund is substantially fully invested, although each Fund may invest without limit in corporate or government obligations or hold cash or cash equivalents if the Adviser determines that a temporary defensive position is advisable. During those periods, a Fund’s assets may not be invested in accordance with its strategy and the Fund may not achieve its investment objective.
Repurchase Agreements
Repurchase agreements are transactions in which a Fund purchases a security from a bank or recognized securities dealer and simultaneously commits to resell that security to the bank or dealer at an agreed-upon price, date, and market rate of interest unrelated to the coupon rate or maturity of the purchased security. Although a repurchase agreement can carry certain risks not associated with direct investments in securities, a Fund will enter into a repurchase agreement only with banks and dealers the Adviser believes present minimum credit risks. The Adviser will review and monitor the creditworthiness of such institutions, and will consider the capitalization of the institution, the Adviser’s prior dealings with the institution, any rating of the institution’s senior long-term debt by independent rating agencies, and other relevant factors.
A Fund will invest only in repurchase agreements collateralized at all times in an amount at least equal to the repurchase price plus accrued interest. To the extent that the proceeds from any sale of such collateral upon a default in the obligation to repurchase were less than the repurchase price, the Fund would suffer a loss. If the financial institution which is party to the repurchase agreement petitions for bankruptcy or otherwise becomes subject to bankruptcy or other liquidation proceedings, there may be restrictions on a Fund’s ability to sell the collateral and the Fund could suffer a loss. However, with respect to financial institutions whose bankruptcy or liquidation proceedings are subject to the U.S. Bankruptcy Code, each Fund intends to comply with provisions under such Code that would allow it immediately to resell such collateral. None of the Funds intends to invest more than 5% of its total assets in repurchase agreements.
Investment Companies and Exchange Traded Funds
The Funds may invest in securities issued by other open-end and closed-end, management investment companies. As a general matter, under the 1940 Act, investment in such securities is limited to: (i) 3% of the outstanding voting stock of any one investment company, (ii) 5% of the Fund’s total assets with respect to any one investment company and (iii) 10% of the Fund’s total assets with respect to all such companies in the aggregate. To the extent allowed by law or regulation, each Fund may invest its assets in securities of other investment companies, including those advised by the Adviser, in excess of the limits discussed above. Investments in the securities of other investment companies generally will involve duplication of advisory fees and certain other expenses. Therefore, if a Fund acquires shares of an investment company, the Fund’s shareholders would bear both their proportionate share of expenses of the Fund (including investment advisory fees) and, indirectly, the expenses of such investment company.
The Funds may purchase shares of exchange traded funds (ETFs), which present certain risks. Because most ETFs are investment companies, a Fund’s purchase of ETF shares generally is subject to the 3/5/10% limitations described above. An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange traded) that has the same investment objectives, strategies, and policies. The price of an ETF can fluctuate within a wide range, and a Fund could lose money investing in an ETF if the prices of the stocks owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (i) the market price of the ETF’s shares may trade at a discount to its net asset value (“NAV”); (ii) an active trading market for an ETF’s shares may not develop or be maintained; or (iii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally.
When-issued and Delayed Delivery Securities; Reverse Repurchase Agreements
A Fund may purchase securities on a when-issued or delayed delivery basis. Although the payment and interest terms of these securities are established at the time the Fund enters into the commitment, the securities may be delivered and paid for a month or
5
more after the date of purchase, when their value may have changed. A Fund makes such commitments only with the intention of actually acquiring the securities, but may sell the securities before the settlement date if the Adviser deems it advisable for investment reasons.
A Fund may enter into reverse repurchase agreements with banks and securities dealers. A reverse repurchase agreement is a repurchase agreement in which the Fund is the seller of, rather than the investor in, securities and agrees to repurchase them at an agreed-upon time and price. Use of a reverse repurchase agreement may be preferable to a regular sale and later repurchase of securities because it avoids certain market risks and transaction costs.
At the time a Fund enters into a reverse repurchase agreement, assets of the Fund having a value at least as great as the purchase price of the securities to be purchased will be segregated on the books of the Fund and held by the custodian throughout the period of the obligation. Alternatively, the Fund may elect to treat the repurchase agreement as a derivative subject to Rule 18f-4 under the Investment Company Act of 1940. When a Fund enters into a binding obligation to purchase securities on a when-issued basis it will segregate assets of the Fund having a value at least as great as the purchase price of the securities to be purchased unless the Fund physically settles the transaction within 35 days of the trade date. The use of these investment strategies, as well as any borrowing by a Fund, may increase a Fund’s NAV fluctuation. No Fund has any present intention of investing more than 5% of its total assets in reverse repurchase agreements.
Diversification and Concentration
As diversified investment companies, each Fund has a policy to diversify its investments among both issuers and industries. Accordingly, no Fund will make any investment inconsistent with the Fund’s classification as a diversified company under the 1940 Act. Further, no Fund will invest 25% or more of its total assets (taken at market value at the time of each investment) in the securities of issuers primarily engaged in the same industry (excluding the U.S. Government or any of its agencies or instrumentalities).
Cybersecurity Risk
The Funds, like all companies, may be susceptible to operational and information security risks. Cyber security failures or breaches of the Funds or their service providers or the issuers of securities in which the Funds invest, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. The Funds and their shareholders could be negatively impacted as a result.
Futures Contracts and Related Options Risk
A futures contract is a type of derivative instrument that obligates the holder to buy or sell a specified financial instrument or currency in the future at an agreed upon price. For example, a futures contract may obligate a Fund, at maturity, to take or make delivery of certain domestic or foreign securities, the cash value of a securities index or a stated quantity of a foreign currency.
When a Fund purchases an option on a futures contract, it has the right to assume a position as a purchaser or seller of a futures contract at a specified exercise price during the option period. When a Fund sells an option on a futures contract, it becomes obligated to purchase or sell a futures contract if the option is exercised.
The Growth Fund and the Balanced Fund may have futures contracts and options that present the following risks: imperfect correlation between the change in market value of a Fund’s securities and the price of futures contracts and options; the possible inability to close a futures contract when desired; losses due to unanticipated market movements, which potentially are unlimited; and the possible inability of the Investment Adviser to correctly predict the direction of securities prices, interest rates, currency exchange rates and other economic factors. Futures markets are highly volatile and the use of futures may increase the volatility of a Fund’s NAV. As a result of the low margin deposits normally required in futures trading, a relatively small price movement in a futures contract may result in substantial losses to a Fund. Futures contracts and options on futures may be illiquid, and exchanges may limit fluctuations in futures contract prices during a single day. Foreign exchanges or boards of trade generally do not offer the same protections as U.S. exchanges.
Each Fund is a “limited derivative user” as defined in Rule 18f-4 under the 1940 Act. This means a Fund’s derivatives exposure will not exceed 10% of its net assets. The Funds have adopted written policies and procedures reasonably designed to manage
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their derivatives risk. The procedures require the Adviser to monitor each Fund’s derivatives exposure and take action if a Fund’s derivatives exposure exceeds 10% of net assets. Investments in derivatives are not part of the Funds’ principal investment strategies.
Investment Restrictions
Fundamental Investment Limitations. The investment limitations described below have been adopted by the Trust with respect to each Fund and are fundamental (“Fundamental”), i.e., they may not be changed without the affirmative vote of a majority of the outstanding shares of a Fund. As used in the Prospectus and the Statement of Additional Information, the term “majority” of the outstanding shares of a Fund means the lesser of: (1) 67% or more of the outstanding shares of the Fund present at a meeting, if the holders of more than 50% of the outstanding shares of the Fund are present or represented at such meeting; or (2) more than 50% of the outstanding shares of the Fund. Other investment practices, which may be changed by the Board of Trustees without the approval of shareholders to the extent permitted by applicable law, regulation or regulatory policy, are considered non-fundamental (“Non- Fundamental”).
| 1. | Borrowing Money. A Fund will not borrow money, except as permitted by the 1940 Act, the rules, regulations or orders promulgated thereunder or interpretations of the SEC or its staff. |
| 2. | Senior Securities. A Fund will not issue senior securities. This limitation is not applicable to activities that may be deemed to involve the issuance or sale of a senior security by a Fund, provided that a Fund’s engagement in such activities is consistent with or permitted by the 1940 Act, the rules and regulations promulgated thereunder or interpretations of the SEC or its staff. |
| 3. | Underwriting. A Fund will not act as underwriter of securities issued by other persons. This limitation is not applicable to the extent that, in connection with the disposition of portfolio securities (including restricted securities), a Fund may be deemed an underwriter under certain federal securities laws. |
| 4. | Real Estate. A Fund will not purchase or sell real estate. This limitation is not applicable to investments in marketable securities that are secured by or represent interests in real estate. This limitation does not preclude a Fund from investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate (including real estate investment trusts). |
| 5. | Commodities. A Fund will not purchase or sell commodities unless acquired as a result of ownership of securities or other investments. This limitation does not preclude a Fund from purchasing or selling options or futures contracts, from investing in securities or other instruments backed by commodities or from investing in companies, which are engaged in a commodities business or have a significant portion of their assets in commodities. |
| 6. | Loans. A Fund will not make loans to other persons, except as permitted by the 1940 Act, the rules, regulations or orders promulgated thereunder or interpretations of the SEC or its staff. For purposes of this limitation, the term “loans” shall not include the purchase of a portion of an issue of publicly distributed bonds, debentures, or other securities, purchasing or holding non-publicly offered debt instruments in accordance with its investment objectives and policies. |
| 7. | Concentration. A Fund, other than the Municipal Bond Fund, will not invest more than 25% of its total assets in a particular industry or group of industries. This limitation is not applicable to investments in obligations issued or guaranteed by the U.S. government, its agencies and instrumentalities, or repurchase agreements with respect thereto. The Municipal Bond Fund will concentrate its investments in municipal securities. |
For purposes of restriction number 7 above, the Interim Fund and the Municipal Bond Fund will not be deemed concentrated if each invests 25% or more of the value of its total assets in money market instruments, including certificates of deposit, commercial paper, treasury bills or banker’s acceptances of U.S. commercial banks when higher than normal redemptions are expected or it is anticipated that interest rates will increase in the future or in order to assume a temporary defensive position in response to adverse market, economic, political or other conditions.
The Municipal Bond Fund may temporarily invest up to 20% of its total assets under normal circumstances in certain short-term taxable securities issued by or on behalf of municipal or corporate issuers, obligations of the United States Government and its agencies or instrumentalities, commercial paper, bank certificates of deposit, and any such items subject to short-term repurchase agreements.
With respect to the percentages adopted by the Trust as maximum limitations on its investment policies and limitations, an excess above the fixed percentage will not be a violation of the policy or limitation unless the excess results immediately and directly from the acquisition of any security or the action taken. This paragraph does not apply to the borrowing policy set forth in paragraph 1 above.
7
Notwithstanding any of the foregoing limitations, any investment company, whether organized as a trust, association or corporation, or a personal holding company, may be merged or consolidated with or acquired by the Trust, provided that if such merger, consolidation, or acquisition results in an investment in the securities of any issuer prohibited by said paragraphs, the Trust shall, within ninety days after the consummation of such merger, consolidation or acquisition, dispose of all of the securities of such issuer so acquired or such portion thereof as shall bring the total investment therein within the limitations imposed by said paragraphs above as of the date of consummation.
SHARES OF THE FUNDS
How to Purchase or Redeem Shares
You may transact in the Funds on any day that the Funds are open for business, subject to certain restrictions described in the Prospectus. Instructions received in good order by the Funds before 4:00 p.m. ET/3:00 p.m. CT (or before the NYSE closes if it closes before 4:00 p.m. ET/3:00 p.m. CT) will be effective that day. Redemption requests received by the Funds or an authorized financial intermediary after the close of trading on the NYSE are processed at the NAV determined on the following business day.
Shares of the Funds have not been registered for sale outside of the United States. This prospectus is not intended for distribution to prospective investors outside of the United States. The Funds generally do not market or sell shares to investors domiciled outside of the United States, even if the investors are citizens or lawful permanent residents of the United States. Any non-U.S. shareholders generally would be subject to U.S. tax withholding on distributions by the Funds. This prospectus does not address in detail the tax consequences affecting any shareholder who is a nonresident alien individual or a non-U.S. trust or estate, corporation, or partnership. Investment in the Funds by non-U.S. investors may be permitted on a case-by-case basis, at the sole discretion of the Funds.
Additional Purchase and Redemption Information
Generally, all purchases must be made in cash. However, the Funds reserve the right to accept payment in readily marketable securities instead of cash in accordance with procedures approved by the Funds’ Board of Trustees. If payment is made in securities, the applicable Fund will value the securities in the same manner in which it computes its NAV.
Generally, all redemptions will be for cash. However, if you redeem shares worth over the lesser of $250,000 or 1% of the NAV of a Fund, each Fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash in accordance with procedures approved by the Funds’ Board of Trustees. Shareholders may incur brokerage charges on the sale of any securities distributed in lieu of cash and will bear market risk until the security is sold. If payment is made in securities, the Funds will value the securities selected in the same manner in which it computes its NAV. This process minimizes the effect of large redemptions on a Fund and its remaining shareholders. As with any security, a shareholder will bear taxes on any capital gains from the sale of a security redeemed in kind.
Also, online redemptions are subject to a daily limit of $250,000 per account.
The Trust may suspend the right of redemption for such periods as are permitted under the 1940 Act and under the following unusual circumstances: (a) when the NYSE is closed (other than weekends and holidays) or trading is restricted, (b) when an emergency exists, making disposal of portfolio securities or the valuation of net assets not reasonably practicable, or (c) during any period when the SEC has by order permitted a suspension of redemption for the protection of shareholders.
MANAGEMENT OF THE TRUST
The Board of Trustees
The Board of Trustees supervises the business activities of the Trust and appoints the officers. Each Trustee serves until the termination of the Trust unless the Trustee dies, resigns, retires, or is removed. The Board generally meets four times a year to review the progress and status of the Trust. The following table provides information regarding each Trustee who is not an “interested person” of the Trust, as defined in the 1940 Act.
8
| Name, Address and Year of Birth1 |
Position(s) Held with the Trust |
Term of Office/ Length of Time Served |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in the Trust Overseen by Trustee |
Other Directorships Held by Trustee During Past 5 Years | |||||
| Robert Gordon Year of Birth: 1961 |
Trustee | Indefinite/ January 2022 to present | Independent Director, Anchor Capital Advisors, 2020 to present; Independent Director, Trust Company of Illinois, 2019 to 2021; President and Chief Executive Officer, Driehaus Capital Management, 2006 to 2017 | 7 | Anchor Capital Advisors, Trust Company of Illinois; VAM Funds Luxembourg | |||||
| D’Ray Moore Year of Birth: 1959 |
Trustee | Indefinite/July 2011 to present | Independent Trustee, Diamond Hill Funds, 2007 to 2022; Chairperson, Diamond Hill Funds 2014 to 2022. |
7 | Diamond Hill Funds (Retired 2022) | |||||
| Steven R. Sutermeister Year of Birth: 1954 |
Trustee | Indefinite/July 2011 to present | President, Vadar Capital LLC, 2008 to 2017. | 7 | None | |||||
| 1 | The mailing address of each Trustee is 50 S. LaSalle Street, Chicago, Illinois 60603. |
The following table provides information regarding each officer of the Trust.
| Name, Address and Year of Birth1 |
Position(s) Held with the Trust |
Term of Office/ Length of Time Served |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in the Trust Overseen by Trustee |
Other Directorships Held by Trustee During Past 5 Years | |||||
| Barbara J. Nelligan Year of Birth: 1969 |
President | Indefinite/August 2017 to present | Senior Vice President, Global Fund Services Fund Governance Solutions, The Northern Trust Company, 2018 to present; Senior Vice President, Global Fund Services Product Management, The Northern Trust Company, 2007 to 2018; Vice President of Advisers Investment Trust, 2012 to 2017. | N/A |
N/A | |||||
| Gregory T. Mino Year of Birth: 1971 |
Vice President | Indefinite/ December 2023 to present | Senior Vice President, Global Fund Services Fund Governance Solutions, The Northern Trust Company, 2024 to Present; Vice President, Global Fund Services Fund Governance Solutions, The Northern Trust Company, 2020 to 2024; Nuveen Solutions Chief Operating Officer, Nuveen Services LLC, 2017 to 2019. | N/A |
N/A | |||||
| James R. Nash Year of Birth: 1981 |
Chief Compliance Officer and AML Officer | Indefinite/June 2024 to present | Director, ACA Group, 2022 to present; Managing Director, Foreside Fund Officer Services, LLC, 2016 to 2022. | N/A |
N/A | |||||
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| Name, Address and Year of Birth1 |
Position(s) Held with the Trust |
Term of Office/ Length of Time Served |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in the Trust Overseen by Trustee |
Other Directorships Held by Trustee During Past 5 Years | |||||
| Kara M. Schneider Year of Birth: 1973 |
Secretary | Indefinite/June 2022 to present | Second Vice President, Global Fund Services Fund Governance Solutions, The Northern Trust Company, 2021 to present; Manager, Ultimus Fund Solutions LLC, 2017 to 2021; Assistant Secretary of Advisers Investment Trust, 2021 to March 2023. | N/A |
N/A | |||||
| Troy A. Sheets Year of Birth: 1971 |
Treasurer | Indefinite/ January 2022 to present |
Senior Principal Consultant, ACA Group, 2022 to present; Senior Director, Foreside Financial Group, LLC, 2016 to 2022 Assistant Treasurer of Advisers Investment Trust, May 2021 to January 2022; Treasurer of Advisers Investment Trust, 2011 to 2021. | N/A |
N/A | |||||
| Tracy L. Dotolo Year of Birth: 1976 |
Assistant Treasurer | Indefinite/ January 2022 to present |
Senior Principal Consultant, ACA Group, 2022 to present; Director, Foreside Fund Officer Services, LLC, 2016 to 2022; Treasurer of Advisers Investment Trust, May 2021 to January 2022. | N/A |
N/A | |||||
| Stefania C. Suciu Year of Birth: 1979 |
Assistant Secretary |
Indefinite/ March 2023 to present |
Second Vice President, Global Fund Services Fund Governance Solutions, The Northern Trust Company, 2015 to present. | N/A |
N/A | |||||
| 1 | The mailing address of Messrs. Nash and Sheets and Ms. Dotolo is 3 Canal Plaza, Suite 100, Portland, ME 04101. The mailing address of Mr. Mino and Mses. Nelligan, Schneider, and Suciu is 333 S. Wabash Avenue, Chicago, IL 60604. |
The following table sets forth the dollar range of equity securities beneficially owned by each Trustee as of December 31, 2024.
| Name of Trustee |
Dollar Range of Equity Securities in the Funds |
Aggregate Dollar Range of Equity Securities in All Funds within the Trust Overseen by Trustee | ||||
| Robert Gordon |
None | Over $100,000 | ||||
| D’Ray Moore |
None | Over $100,000 | ||||
| Steven R. Sutermeister |
None | Over $100,000 | ||||
Trustee Compensation
The Trust has no retirement or pension plans. The compensation paid to the Trustees for the fiscal year ended September 30, 2024 for the Trust is set forth in the following table.
| Name of Trustee |
Aggregate Compensation from the Funds |
Total Compensation from the Trust |
||||||
| Robert Gordon |
$ | 42,533 | $ | 132,000 | ||||
| D’Ray Moore |
$ | 42,533 | $ | 132,000 | ||||
| Steven R. Sutermeister |
$ | 42,533 | $ | 132,000 | ||||
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Leadership Structure and Board of Trustees
The primary responsibility of the Board of Trustees is to represent the interests of the shareholders of the Trust and to provide oversight of the management of the Trust. Each of the Trustees on the Board is independent of and not affiliated with the Adviser or its affiliates. The Chairperson of the Board of Trustees is D’Ray Moore, who is an independent Trustee. The Board has adopted Fund Governance Guidelines to provide guidance for effective leadership. The guidance sets forth criteria for Board membership, trustee orientation and continuing education and annual trustee evaluations. The Board reviews quarterly reports from the investment advisers providing management services to the Funds, as well as quarterly reports from the Chief Compliance Officer (“CCO”) and other service providers. This process allows the Board to effectively evaluate issues that impact the Trust as a whole as well as issues that are unique to each Fund. The Board has determined that this leadership structure is appropriate to ensure that the regular business of the Board is conducted efficiently while still permitting the Trustees to effectively fulfill their fiduciary and oversight obligations. The Board reviews its structure and the structure of its committees annually.
The Trustees have delegated day-to-day operations to various service providers whose activities they oversee. The Trustees have also engaged legal counsel (who is also legal counsel to the Trust) that is independent of the Adviser or its affiliates to advise them on matters relating to their responsibilities in connection with the Trust. The Trustees meet separately in an executive session on a quarterly basis and meet separately in executive session with the Funds’ CCO at least annually. On an annual basis, the Board conducts a self-assessment and evaluates its structure and the structure of its committees. The Board has two standing committees, the Audit Committee and the Nominating and Governance Committee.
All of the independent Trustees are members of the Audit Committee. The Audit Committee’s function is to oversee the Trust’s accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers; to oversee the quality and objectivity of the Trust’s financial statements and the independent audit thereof; and to act as a liaison between the Trust’s independent registered public accounting firm and the full Board of Trustees. The Audit Committee is able to focus Board time and attention to matters of interest to shareholders and, through its private sessions with the Funds’ auditor, CCO and legal counsel, stay fully informed regarding management decisions. During the fiscal year ended September 30, 2024, the Audit Committee held three meetings.
The Nominating and Governance Committee nominates candidates for election to the Board of Trustees, makes nominations for membership on all committees. The Nominating and Governance Committee also reviews as necessary the responsibilities of any committees of the Board and whether there is a continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized. The Nominating and Governance Committee makes recommendations for any such action to the full Board. The Nominating and Governance Committee also considers candidates for trustees nominated by shareholders. Shareholders may recommend candidates for Board positions by forwarding their correspondence to the Secretary of the Trust at the Trust’s address and the shareholder communication will be forwarded to the Nominating and Governance Committee Chairperson for evaluation. During the fiscal year ended September 30, 2024, the Nominating and Governance Committee held one meeting. All of the independent Trustees are members of the Nominating and Governance Committee.
Board Oversight of Risk
The Funds are subject to a number of risks, including investment, compliance, operational and financial risks, among others. Risk oversight forms part of the Board’s general oversight of the Funds and is addressed as part of various Board and committee activities. Day-to-day risk management with respect to the Funds resides with the Adviser or other service providers, subject to supervision by Fund Management. The Audit Committee and the Board oversee efforts by management and service providers to manage the risk to which the Funds may be exposed. For example, the Board meets with portfolio managers and receives regular reports regarding investment and liquidity risks. The Board meets with the CCO and receives regular reports regarding compliance and regulatory risks. The Audit Committee meets with the Trust’s Treasurer and receives regular reports regarding fund operations and risks related to the valuation, and overall financial reporting of the Funds. From its review of these reports and discussions with management, the Board learns in detail about the material risks to which each Fund is exposed, enabling a dialogue about how management and service providers mitigate those risks.
Not all risks that may affect the Funds can be identified nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of the Funds or the Adviser, its affiliates, or other service providers. Moreover, it is necessary to bear certain risks (such as investment-related
11
risks) to achieve the Funds’ goals. As a result of the foregoing and other factors, the Funds’ ability to manage risk is subject to substantial limitations. The Trustees believe that their current oversight approach is an appropriate way to manage risks facing each Fund, whether investment, compliance, financial, or otherwise. The Trustees may, at any time in their discretion, change the manner in which they conduct risk oversight of the Funds.
Trustee Attributes
The Board believes each of the Trustees has demonstrated leadership abilities and possesses experience, qualifications, and skills valuable to the Trust. Each of the Trustees has substantial business and professional backgrounds that indicate they have the ability to critically review, evaluate and access information provided to them.
Below is additional information concerning each particular Trustee and his or her attributes. The information provided below, and in the chart above, is not all-inclusive. Many Trustee attributes involve intangible elements, such as intelligence, work ethic, the ability to work together, and the ability to communicate effectively, exercise judgment, ask incisive questions, manage people and problems or develop solutions.
Robert Gordon has over 35 years of experience in the investment management industry and 20 years serving in a Chief Executive capacity. His career includes roles at a diversity of investment firms, ranging from large global financial institutions to focused investment management boutiques. Mr. Gordon brings a broad range of skills to the Trust including investment management, risk oversight, fund administration, and sales and marketing with a particular focus on delivering best practices. His experience includes familiarity with a broad range of asset classes of equities, fixed income, alternative investments, and derivative products. In addition to serving as an Independent Director to the Trust, he serves as a board member and adviser to investment management companies both in the US and abroad.
D’Ray Moore worked for a major service provider to investment managers and mutual funds for over 10 years, including as Senior Vice President for European relationship management. Her expertise in mutual fund operations enables Ms. Moore to bring to the Trust a unique perspective on service provider oversight. Ms. Moore’s experience also includes serving as Chairman and independent trustee for other mutual funds and 10 years of experience in banking and financial services, including retail investment sales and sales management.
Steven R. Sutermeister has over 40 years of experience in the financial services industry (with significant experience in the mutual fund industry), including more than 25 years in management, executive management, and board experience at other financial institutions. His experience as the Chief Investment Officer of a life insurance company, Director and President of a mutual fund complex, and Director and Audit Committee Chair of a public bank holding company allows him to bring seasoned perspective, insight, and financial acumen to issues and strategies related to the Trust including regulatory relationships, investment risks, and enterprise risk management.
CODE OF ETHICS
The Trust, the Adviser, and the principal underwriter have each adopted a Code of Ethics (the “Codes”) under Rule 17j-1 of the 1940 Act. The personnel subject to the Codes are permitted to invest in securities, including securities that may be purchased or held by a Fund. Shareholders may obtain a copy of the Codes from the Securities and Exchange Commission’s EDGAR website http://www.sec.gov or by calling the Funds at 800-447-0740 (toll free), 866-342-2418 (toll free) or 501-255-1812.
CONTROL PERSONS AND PRINCIPAL HOLDERS
As of December 31, 2024, there were no persons of record who owned 5% or more of a class of each Fund’s outstanding shares.
MANAGEMENT OWNERSHIP
As of December 31, 2024, the Trustees and Officers of the Trust owned less than 1% of each Fund.
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INVESTMENT ADVISORY AND OTHER SERVICES
The Investment Adviser
State Farm Investment Management Corp. (the “Adviser” or “State Farm”), wholly-owned by State Farm Life Insurance Company, serves as the investment adviser to the Funds. The Adviser’s principal place of business is One State Farm Plaza, Bloomington, Illinois 61710. As the Adviser, State Farm makes investment decisions for the Funds and also ensures compliance with each Fund’s investment policies and guidelines. As of December 31, 2024, State Farm had approximately $11.3 billion in assets under management.
Under the terms of the Trust’s Investment Advisory Agreement with the Adviser (“Advisory Agreement”), the Adviser, subject to the supervision of the Board of Trustees, provides or arranges to be provided to the Funds such investment advice as it deems advisable and will furnish or arrange to be furnished a continuous investment program for the Funds consistent with each Fund’s investment objective and policies. As compensation for advisory services, the Funds are obligated to pay the Adviser fees computed and accrued daily and paid monthly at the annual rates set forth below:
| Fund |
Management Fee (as percentage of Average Daily Net Assets) |
|||
| State Farm Growth Fund |
0.10 | % | ||
| State Farm Balanced Fund |
0.11 | % | ||
| State Farm Interim Fund |
0.12 | % | ||
| State Farm Municipal Bond Fund |
0.11 | % | ||
Pursuant to the Advisory Agreement, the Funds paid the following management fees to the Adviser for the fiscal years listed below:
| Fund |
Fees Earned |
Fees Waived/ Reimbursed |
||||||
| State Farm Growth Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 7,306,479 | $ | 2,442,428 | ||||
| Year Ended September 30, 2023 |
$ | 6,419,110 | $ | 2,385,389 | ||||
| Year Ended September 30, 2022 |
$ | 6,642,812 | $ | 2,447,711 | ||||
| State Farm Balanced Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 2,573,445 | $ | 825,386 | ||||
| Year Ended September 30, 2023 |
$ | 2,386,982 | $ | 816,185 | ||||
| Year Ended September 30, 2022 |
$ | 2,544,467 | $ | 837,229 | ||||
| State Farm Interim Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 366,003 | $ | 263,458 | ||||
| Year Ended September 30, 2023 |
$ | 411,298 | $ | 249,606 | ||||
| Year Ended September 30, 2022 |
$ | 484,222 | $ | 241,310 | ||||
| State Farm Municipal Bond Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 602,465 | $ | 173,885 | ||||
| Year Ended September 30, 2023 |
$ | 641,984 | $ | 157,992 | ||||
| Year Ended September 30, 2022 |
$ | 714,241 | $ | 127,994 | ||||
The balances of recoverable expenses to State Farm by the Funds at September 30, 2024 were as follows:
| Expiring | ||||||||||||
| Fund |
2025 | 2026 | 2027 | |||||||||
| State Farm Growth Fund |
$ | 2,447,711 | $ | 2,385,389 | $ | 2,442,428 | ||||||
| State Farm Balanced Fund |
$ | 837,229 | $ | 816,185 | $ | 825,386 | ||||||
| State Farm Interim Fund |
$ | 241,310 | $ | 249,606 | $ | 263,458 | ||||||
| State Farm Municipal Bond Fund |
$ | 127,994 | $ | 157,992 | $ | 173,885 | ||||||
The Advisory Agreement will continue for an initial term of two years, and on a year-to-year basis thereafter, provided that continuance is approved at least annually by specific approval of the Board of Trustees or by vote of the holders of a majority of the outstanding voting securities of each Fund. In either event, it must also be approved by a majority of the Trustees who are
13
neither parties to the Advisory Agreement nor interested persons, as defined in the 1940 Act, at a meeting called for the purpose of voting on such approval. The Advisory Agreement may be terminated as to a particular Fund at any time on 60 days’ written notice, without the payment of any penalty, by the Trust (by vote of the Board or by vote of a majority of the outstanding voting securities of such Fund) or by the Adviser. In the event of its assignment, the Advisory Agreement will terminate automatically.
The Adviser has contractually agreed to waive fees and/or reimburse expenses to the extent necessary to limit the total annual operating expenses of each Fund (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) to amounts specified in the prospectus of each Fund until January 28, 2026. If it becomes unnecessary for the Adviser to waive fees or make reimbursements, the Adviser may recapture any of its prior waivers or reimbursements for a period not to exceed three years from the date on which the waiver or reimbursement was made to the extent that such a recapture does not cause the total annual fund operating expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) to exceed the applicable expense limitation that was in effect at the time of the waiver or reimbursement. The agreement to waive fees and reimburse expenses may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Advisory Agreement.
Investment Sub-Adviser
Northern Trust Investments, Inc. (the “Sub-Adviser” or “NTI”), an indirect subsidiary of Northern Trust Corporation, located at 50 South LaSalle Street, Chicago, Illinois 60603, serves as the Sub-Adviser to the Funds. For its services to the Funds, NTI receives a fee from the Adviser, computed and accrued daily and paid monthly, as follows:
| Fund |
Management Fee (as percentage of average daily net assets) |
|||
| State Farm Growth Fund |
0.085 | % | ||
| State Farm Balanced Fund |
0.080 | % | ||
| State Farm Interim Fund |
0.075 | % | ||
| State Farm Municipal Bond Fund |
0.080 | % | ||
The Sub-Adviser is responsible for the management of the Funds’ assets, including making investment decisions and placing orders for the purchase and sale of securities for the Funds directly with the issuers or with brokers or dealers selected by the Sub-Adviser in its discretion. The investment advisory services of the Sub-Adviser are not exclusive under the terms of its sub-advisory agreement. The Sub-Adviser is free to render investment advisory services to others. The Sub-Adviser also furnishes to the Board of Trustees, which has overall responsibility for the business and affairs of the Trust, periodic reports on its services and the investment performance of the Funds. The Adviser paid the Sub-Adviser the following management fees pursuant to the Investment Sub-Advisory Agreement for the fiscal years listed below:
| Fund |
Fees Earned |
Fees Waived/ Reimbursed |
||||||
| State Farm Growth Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 6,210,592 | $ | 1,821,369 | ||||
| Year Ended September 30, 2023 |
$ | 5,456,295 | $ | 1,839,760 | ||||
| Year Ended September 30, 2022 |
$ | 5,646,444 | $ | 1,883,066 | ||||
| State Farm Balanced Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 1,871,579 | $ | 357,491 | ||||
| Year Ended September 30, 2023 |
$ | 1,735,986 | $ | 382,189 | ||||
| Year Ended September 30, 2022 |
$ | 1,850,521 | $ | 374,599 | ||||
| State Farm Interim Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 228,751 | $ | 171,957 | ||||
| Year Ended September 30, 2023 |
$ | 257,060 | $ | 146,782 | ||||
| Year Ended September 30, 2022 |
$ | 302,636 | $ | 120,256 | ||||
| State Farm Municipal Bond Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 438,152 | $ | 91,731 | ||||
| Year Ended September 30, 2023 |
$ | 466,898 | $ | 70,449 | ||||
| Year Ended September 30, 2022 |
$ | 519,448 | $ | 32,341 | ||||
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Portfolio Manager Holdings
The Funds’ portfolio managers did not own any shares of the Funds as of September 30, 2024.
Other Portfolio Manager Information
NTI’s portfolio managers are often responsible for managing other account portfolios, including exchange-traded funds, separate accounts and other pooled investment vehicles, in addition to the respective Fund that they manage.
A Fund’s manager may manage various client accounts that may have materially higher or lower fee arrangements than a Fund. The side-by-side management of these accounts may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades. In addition, while portfolio managers generally only manage accounts with similar investment strategies, it is possible that due to varying investment restrictions among accounts that certain investments are made for some accounts and not others or conflicting investment positions are taken among accounts. Some portfolio managers may be dual officers of one or more NTI affiliates and undertake investment advisory duties for the affiliates. The portfolio managers have a responsibility to manage all client accounts in a fair and equitable manner. NTI seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, NTI has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. NTI may invest client accounts in affiliated investment pools. If appropriate and consistent with the client’s investment objectives and applicable law, NTI may recommend to clients investment pools in which it or an affiliate provides services for a fee. NTI has an incentive to allocate investments to these types of affiliated investment pools in order to generate additional fees for NTI or its affiliates. In addition, NTI could direct its best investment ideas to these investment products or investment pools to the potential disadvantage of the Funds.
As NTI becomes aware of additional potential or actual conflicts of interest, they will be reviewed on case-by-case basis.
NTI manages its client accounts consistent with applicable law and follows its own policies and procedures that are reasonably designed to treat clients fairly and to prevent any client or group of clients from being systematically favored or disadvantaged.
NTI provides advice and makes investment decisions for client accounts that it believes are consistent with each client’s stated investment objectives and guidelines. Advice given to clients or investment decisions made for clients may differ from, or may conflict with, advice given or investment decisions made for clients of an NTI affiliate. Conflicts may also arise because portfolio decisions regarding the Trust may benefit NTI or its affiliates or another account or fund managed by NTI or its affiliates. Actions taken with respect to NTI’s and its affiliates’ other funds or accounts managed by them may adversely impact the Funds, and actions taken by the Funds may benefit NTI or its affiliates or their other funds or accounts. NTI may also invest in the same securities that it or its affiliates recommend to clients. When NTI or an affiliate currently holds for its own benefit the same securities as a client, it could be viewed as having a potential conflict of interest.
From time to time, securities to be sold on behalf of a client may be suitable for purchase by another client. In such instances, if NTI determines in good faith that the transaction is in the best interest of each client, it may arrange for the securities to be crossed between client accounts at an independently determined fair market value and in compliance with the 1940 Act, if applicable. Cross-trades present conflicts of interest, as there may be an incentive for NTI to favor one client to the disadvantage of another. Cross-trades are only effected as permitted under applicable law and regulation and consistent with the client’s guidelines, with any restrictions. NTI does not receive fees or commissions for these transactions. NTI and the Trust have adopted policies on cross-trades that may be effected between the Funds and another client account. NTI conducts periodic reviews of trades for consistency with these policies.
NTI has established certain policies and procedures designed to address conflicts of interest that may arise between its employees and clients as well as between clients and NTI or its affiliates. NTI’s employees must act in the best interests of its clients and generally do not have knowledge of proprietary trading positions or certain other operations of affiliates.
Receipt of research from brokers who execute client transactions involve conflicts of interest. To the extent that NTI uses commissions to obtain research services for NTI or the Northern Trust Company (“TNTC”), NTI or TNTC will receive a benefit as it will not have to pay for the research, products or services itself. NTI may, therefore, have an incentive to select or recommend a broker-dealer based on its interest in receiving research rather than in obtaining the lowest commission rate on the transaction. NTI or TNTC may also obtain research services from brokerage commissions incurred by client accounts that may not directly benefit such client accounts. Similarly, clients may benefit from research even if trades placed on their behalf did not contribute to the compensation of the broker dealer providing such research. NTI and TNTC do not seek to allocate research services to client accounts proportionately to the commissions that the client accounts generate.
15
Also, NTI and TNTC may receive products and services that are mixed use. In these cases, NTI or TNTC will use commissions to pay only for the eligible portion of the product or service that assists NTI or TNTC in the investment decision-making process. Any ineligible portion of the product will be paid directly by NTI or TNTC. NTI or TNTC makes a good faith effort to reasonably allocate such items and keeps records of such allocations although clients should be aware of the potential conflicts of interest.
The following tables indicate the number of accounts and asset under management (in millions) for each type of account for each portfolio manager as of September 30, 2024.
Mary Lukic, Senior Vice President, State Farm Growth Fund and State Farm Balanced Fund
| Number of Accounts | Assets Under Management (in millions) |
|||||||||||||||
| Account Type |
Total | Subject to a Performance Fee |
Total | Subject to a Performance Fee |
||||||||||||
| Registered Investment Companies |
0 | 0 | 0 | $ | 0 | |||||||||||
| Other Pooled Investment Vehicles |
0 | 0 | $ | $ | 0 | |||||||||||
| Other Accounts |
9 | 0 | $ | 15,894 | $ | 0 | ||||||||||
| Total |
9 | 0 | $ | 15,894 | $ | 0 | ||||||||||
Mark Sodergren, Senior Vice President, State Farm Growth Fund and State Farm Balanced Fund
| Number of Accounts | Assets Under Management (in millions) |
|||||||||||||||
| Account Type |
Total | Subject to a Performance Fee |
Total | Subject to a Performance Fee |
||||||||||||
| Registered Investment Companies |
9 | 0 | $ | 3,336 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles |
7 | 0 | $ | 1,581 | $ | 0 | ||||||||||
| Other Accounts |
18 | 0 | $ | 9,536 | $ | 0 | ||||||||||
| Total |
34 | 0 | $ | 14,453 | $ | 0 | ||||||||||
Christine Tinker, Vice President, State Farm Growth Fund and State Farm Balanced Fund
| Number of Accounts | Assets Under Management (in millions) |
|||||||||||||||
| Account Type |
Total | Subject to a Performance Fee |
Total | Subject to a Performance Fee |
||||||||||||
| Registered Investment Companies |
0 | 0 | $ | 0 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles |
0 | 0 | $ | 0 | $ | 0 | ||||||||||
| Other Accounts |
647 | 0 | $ | 41,847 | $ | 0 | ||||||||||
| Total |
647 | 0 | $ | 41,847 | $ | 0 | ||||||||||
David Alongi, Senior Vice President, State Farm Balanced Fund and State Farm Interim Fund
| Number of Accounts | Assets Under Management (in millions) |
|||||||||||||||
| Account Type |
Total | Subject to a Performance Fee |
Total | Subject to a Performance Fee |
||||||||||||
| Registered Investment Companies |
11 | 0 | $ | 7,085 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles |
33 | 0 | $ | 50,898 | $ | 0 | ||||||||||
| Other Accounts |
60 | 0 | $ | 39,945 | $ | 0 | ||||||||||
| Total |
104 | 0 | $ | 97,928 | $ | 0 | ||||||||||
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Michael Chico, Vice President, State Farm Balanced Fund and State Farm Interim Fund
| Number of Accounts | Assets Under Management (in millions) |
|||||||||||||||
| Account Type |
Total | Subject to a Performance Fee |
Total | Subject to a Performance Fee |
||||||||||||
| Registered Investment Companies |
9 | 0 | $ | 4,929 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles |
1 | 0 | $ | 210 | $ | 0 | ||||||||||
| Other Accounts |
22 | 0 | $ | 11,028 | $ | 0 | ||||||||||
| Total |
32 | 0 | $ | 16,167 | $ | 0 | ||||||||||
Nate Miller, Vice President, State Farm Municipal Bond Fund
| Number of Accounts | Assets Under Management (in millions) |
|||||||||||||||
| Account Type |
Total | Subject to a Performance Fee |
Total | Subject to a Performance Fee |
||||||||||||
| Registered Investment Companies |
2 | 0 | $ | 867 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles |
0 | 0 | $ | 0 | $ | 0 | ||||||||||
| Other Accounts |
509 | 0 | $ | 8,039 | $ | 0 | ||||||||||
| Total |
511 | 0 | $ | 8,906 | $ | 0 | ||||||||||
Adam M. Shane, Senior Vice President, State Farm Municipal Bond Fund
| Number of Accounts | Assets Under Management (in millions) |
|||||||||||||||
| Account Type |
Total | Subject to a Performance Fee |
Total | Subject to a Performance Fee |
||||||||||||
| Registered Investment Companies |
8 | 0 | $ | 5,785 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles |
0 | 0 | $ | 0 | $ | 0 | ||||||||||
| Other Accounts |
383 | 0 | $ | 4,038 | $ | 0 | ||||||||||
| Total |
391 | 0 | $ | 9,823 | $ | 0 | ||||||||||
Portfolio Manager Compensation
The compensation for NTI portfolio managers is based on the competitive marketplace and consists of a fixed base salary plus a variable annual cash incentive award. In addition, non-cash incentives, such as stock options or restricted stock of Northern Trust Corporation, may be awarded from time to time. The annual cash incentive award is discretionary and is based on a quantitative and qualitative evaluation of each portfolio manager’s investment performance and contribution to his or her respective product team plus the financial performance of the investment business unit and Northern Trust Corporation as a whole. In addition, the annual cash incentive award for portfolio managers is not based on the investment performance of the funds or the amount of assets held in the funds. Moreover, no material differences exist between the compensation structure for mutual fund accounts and other types of accounts.
Fund Services
The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois 60603, serves as the Administrator (“Administrator”) for the Funds and serves as the Funds’ Transfer Agent, Custodian, and Fund Accounting Agent. The Custodian acts as the Trust’s depository, provides safekeeping of its portfolio securities, collects all income and other payments with respect thereto, disburses funds at the Trust’s request, and maintains records in connection with its duties. The Transfer Agent maintains the records of each shareholder’s account, answers shareholders’ inquiries concerning their accounts, processes purchases and redemptions of Fund shares, acts as dividend and distribution disbursing agent, and performs other accounting and shareholder service functions. The fees and certain expenses of the Transfer Agent, Custodian, Fund Accounting Agent, and Administrator are paid by the Funds.
17
Pursuant to these agreements, the Funds paid the following fees to the Administrator, inclusive of certain ancillary administration support fees related to Form N-PORT, for the fiscal years as listed below:
| Fund |
Fees Earned |
Fees Waived/ Reimbursed |
||||||
| State Farm Growth Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 3,149,979 | $ | 0 | ||||
| Year Ended September 30, 2023 |
$ | 2,999,062 | $ | 0 | ||||
| Year Ended September 30, 2022 |
$ | 3,049,894 | $ | 0 | ||||
| State Farm Balanced Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 1,215,353 | $ | 0 | ||||
| Year Ended September 30, 2023 |
$ | 1,186,108 | $ | 0 | ||||
| Year Ended September 30, 2022 |
$ | 1,219,738 | $ | 0 | ||||
| State Farm Interim Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 266,584 | $ | 0 | ||||
| Year Ended September 30, 2023 |
$ | 289,771 | $ | 0 | ||||
| Year Ended September 30, 2022 |
$ | 304,703 | $ | 0 | ||||
| State Farm Municipal Bond Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 312,597 | $ | 0 | ||||
| Year Ended September 30, 2023 |
$ | 332,287 | $ | 0 | ||||
| Year Ended September 30, 2022 |
$ | 350,803 | $ | 0 | ||||
Foreside Fund Officer Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group) (“ACA Group”), 3 Canal Plaza, Suite 100, Portland, Maine 04101, provides compliance and financial control services to the Funds. ACA Group’s fees are paid by the Funds. Pursuant to this agreement, the Funds paid the following fees to ACA Group for the fiscal years as listed below:
| Fund |
Fees Earned |
Fees Waived/ Reimbursed |
||||||
| State Farm Growth Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 303,874 | $ | 0 | ||||
| Year Ended September 30, 2023 |
$ | 279,670 | $ | 0 | ||||
| Year Ended September 30, 2022 |
$ | 280,612 | $ | 35,204 | ||||
| State Farm Balanced Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 97,325 | $ | 0 | ||||
| Year Ended September 30, 2023 |
$ | 94,164 | $ | 0 | ||||
| Year Ended September 30, 2022 |
$ | 95,610 | $ | 12,357 | ||||
| State Farm Interim Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 13,033 | $ | 0 | ||||
| Year Ended September 30, 2023 |
$ | 14,523 | $ | 0 | ||||
| Year Ended September 30, 2022 |
$ | 16,743 | $ | 2,241 | ||||
| State Farm Municipal Bond Fund |
||||||||
| Year Ended September 30, 2024 |
$ | 22,906 | $ | 0 | ||||
| Year Ended September 30, 2023 |
$ | 25,007 | $ | 0 | ||||
| Year Ended September 30, 2022 |
$ | 26,904 | $ | 3,569 | ||||
Distributor
Foreside Financial Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group) (“Distributor”), a subsidiary of Foreside Financial Group, LLC, located at 3 Canal Plaza, Suite 100, Portland, Maine 04101, provides distribution services to the Funds pursuant to a distribution agreement with the Trust. Under its agreement with the Trust, the Distributor acts as an agent of the Trust in connection with the offering of the shares of the Funds on a continuous basis. The Distributor has no obligation to sell any specific quantity of Fund shares. The Distributor, and its officers, have no role in determining each Funds’ investment policies or which securities to buy or sell. The Adviser, at its own expense, pays the Distributor a fee for distribution-related services.
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Independent Registered Public Accounting Firm
The firm of PricewaterhouseCoopers LLP has been selected as independent registered public accounting firm for the Funds for the fiscal year ending September 30, 2025 in accordance with the requirements of the 1940 Act and the rules thereunder. PricewaterhouseCoopers LLP will perform an annual audit of the Funds’ financial statements and provides audit and tax services.
BROKERAGE ALLOCATION AND OTHER PRACTICES
Subject to policies established by the Board of Trustees, the Sub-Adviser is responsible for each Fund’s portfolio decisions and the placing of each Fund’s portfolio transactions.
The Sub-Adviser utilizes its best judgment in selecting a broker-dealer, in a manner deemed fair and reasonable to clients. In assessing the selection of a broker-dealer and best qualitative execution, the Sub-Adviser considers a range of factors. These factors are considered in the initial selection of execution venues and the ongoing review of performance of those execution venues. Factors considered in determining the best available price and best qualitative execution include; price at which the transaction is executed; costs and compensation paid to the broker-dealer; speed and likelihood of execution; speed and likelihood of settlement; size and nature of the order; market conditions; willingness of a broker/dealer to commit capital to a particular transaction; willingness and ability of broker-dealer to make a market in particular securities; ability and willingness of a broker-dealer to effect difficult transactions in less liquid, smaller capitalized, closely held issues, or a particular sector; ability of broker-dealer to act on a confidential basis; operational efficiency and coordination of a broker-dealer with the Sub-Adviser and the custodian of our clients, including the ability to communicate, to settle trades reliably and to quickly and effectively resolve differences; broker/dealer responsiveness; and any other consideration relating to the execution of the order.
The Sub-Adviser seeks to provide best qualitative execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, the Sub-Adviser has developed policies and procedures for reviewing and approving broker-dealers, fair allocation of trades and best qualitative execution. The Sub-Adviser conducts periodic reviews of trades for consistency with these policies. The Sub-Adviser has established a committee to oversee the selection of broker-dealers, the allocation of brokerage commissions and the monitoring of best qualitative execution.
The Funds paid the following amounts in brokerage commissions for the fiscal years as listed below:
| Fund |
Commissions Paid | |||
| State Farm Growth Fund |
||||
| Year Ended September 30, 2024 |
$ | 488,221 | ||
| Year Ended September 30, 2023 |
$ | 673,926 | ||
| Year Ended September 30, 2022 |
$ | 656,695 | ||
| State Farm Balanced Fund |
||||
| Year Ended September 30, 2024 |
$ | 83,538 | ||
| Year Ended September 30, 2023 |
$ | 99,305 | ||
| Year Ended September 30, 2022 |
$ | 117,311 | ||
| State Farm Interim Fund |
||||
| Year Ended September 30, 2024 |
$ | 0 | ||
| Year Ended September 30, 2023 |
$ | 0 | ||
| Year Ended September 30, 2022 |
$ | 0 | ||
| State Farm Municipal Bond Fund |
||||
| Year Ended September 30, 2024 |
$ | 0 | ||
| Year Ended September 30, 2023 |
$ | 0 | ||
| Year Ended September 30, 2022 |
$ | 0 | ||
DISCLOSURE OF PORTFOLIO HOLDINGS
The Funds will not disclose (or authorize its custodian or principal underwriter to disclose) portfolio holdings information to any person or entity except as follows:
| • | To persons providing services to the Funds who have a need to know such information in order to fulfill their obligations to the Funds, such as portfolio managers, administrators, custodians, pricing services, proxy voting services, accounting and auditing services, liquidity vendors, and research and trading services, and the Trust’s Board of Trustees; |
19
| • | In connection with periodic reports that are available to shareholders and the public; |
| • | To mutual fund rating or statistical agencies or persons performing similar functions; |
| • | Pursuant to a regulatory request or as otherwise required by law; or |
| • | To persons approved in writing by the CCO or President of the Trust. |
A complete listing of quarter-end portfolio holdings for each Fund is available on its Funds website www.statefarm.com/sf-funds 60 calendar days after each quarter-end. The Funds will disclose portfolio holdings quarterly, in the Annual and Semi-Annual Financial Statements and Additional Information, as well as in filings with the SEC, in each case no later than 60 days after the end of the applicable fiscal period. Each Fund may also make publicly available its portfolio holdings at other dates as may be determined from time to time. The same information is also available by calling the Trust at 800-447-0740 (toll free), 866-342-2418 (toll free) or 501-255-1812.
Pursuant to policies and procedures adopted by the Board of Trustees, the Funds have ongoing arrangements to release portfolio holdings information on a daily basis to the Adviser, the Sub-Adviser, Administrator, Transfer Agent, Fund Accounting Agent, and Custodian and on an as needed basis to other third parties providing services to the Funds. The Adviser, Sub-Adviser, Administrator, Transfer Agent, Fund Accounting Agent, and Custodian receive portfolio holdings information daily in order to carry out the essential operations of the Funds. The Funds disclose portfolio holdings to their auditors, legal counsel, proxy voting services (if applicable), pricing services, printers, parties to merger and reorganization agreements and their agents, and prospective or newly hired investment advisers or sub-advisers. The lag between the date of the information and the date on which the information is disclosed will vary based on the identity of the party to whom the information is disclosed. For instance, the information may be provided to auditors within days of the end of an annual period, while the information may be given to legal counsel at any time. The Funds, the Adviser, the Sub-Adviser, the Transfer Agent, the Fund Accounting Agent, and the Custodian, are prohibited from entering into any special or ad hoc arrangements with any person to make available information about the Funds’ portfolio holdings without the specific approval of the Trust’s CCO or President. Any party wishing to release portfolio holdings information on an ad hoc or special basis must submit any proposed arrangement to the CCO, which will review the arrangement to determine (i) whether the arrangement is in the best interests of the Funds’ shareholders, (ii) whether the information will be kept confidential (based on the factors discussed below), (iii) whether sufficient protections are in place to guard against personal trading based on the information, and (iv) whether the disclosure presents a conflict of interest between the interests of Fund shareholders and those of the Adviser, or any affiliated person of the Funds or the Adviser. The CCO will provide to the Board of Trustees on a quarterly basis a report regarding all portfolio holdings information released on an ad hoc or special basis. Additionally, the Adviser and any affiliated persons of the Adviser, are prohibited from receiving compensation or other consideration, for themselves or on behalf of the Funds, as a result of disclosing the Funds’ portfolio holdings. The Trust’s CCO monitors compliance with these procedures, and reviews their effectiveness on an annual basis.
Information disclosed to third parties, whether on an ongoing or ad hoc basis, is disclosed under conditions of confidentiality. “Conditions of confidentiality” include (i) confidentiality clauses in written agreements, (ii) confidentiality implied by the nature of the relationship (e.g., attorney-client relationship), (iii) confidentiality required by fiduciary or regulatory principles (e.g., custody relationships) or (iv) understandings or expectations between the parties that the information will be kept confidential. The agreements with the Funds’ Adviser, Transfer Agent, Fund Accounting Agent, and Custodian contain confidentiality clauses, which the Board and these parties have determined extend to the disclosure of nonpublic information about the Funds’ portfolio holdings and the duty not to trade on the non-public information. The Trust believes that these are reasonable procedures to protect the confidentiality of the Funds’ portfolio holdings and will provide sufficient protection against personal trading based on the information.
DETERMINATION OF SHARE PRICE
The price (NAV) of the shares of each Fund is determined at the close of trading of the NYSE, normally 4:00 p.m. ET/3:00 p.m. CT except for the following days on which the share price of each Fund is not calculated: Saturdays and Sundays; U.S. national holidays including New Year’s Day, Martin Luther King, Jr. Day, Washington’s Birthday, Good Friday, Memorial Day, Independence Day, Juneteenth National Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
Security prices are generally provided by an approved third party pricing service as of the close of the NYSE, normally at 4:00 pm ET, each business day on which the share price of the Funds are calculated (as defined in each Fund’s prospectus).
Equity securities (including options, rights, warrants, futures, and options on futures) traded in the over-the-counter market or on a primary exchange shall be valued at the closing price or last trade price, as applicable, as determined by the primary exchange.
20
If no sale occurred on the valuation date, the securities will be valued at the latest quotations available from the designated pricing vendor as of the closing of the primary exchange. Securities for which quotations are either (1) not readily available or (2) determined to not accurately reflect their value are valued at their fair value using procedures approved by the Board of Trustees. Significant bid-ask spreads, or infrequent trading may indicate a lack of readily available market quotations. Securities traded on more than one exchange will first be valued at the last sale price on the principal exchange, and then the secondary exchange. The NASD National Market System is considered an exchange. Investments in other open-end registered investment companies are valued at their respective NAV as reported by such companies.
Fixed-income securities will be valued at the latest quotations available from the designated pricing vendor. These quotations will be derived by an approved independent pricing service based on their proprietary calculation models. In the event that market quotations are not readily available for short-term debt instruments, securities with less than 61 days to maturity may be valued at amortized cost as long as there are no credit or other impairments of the issuer.
In the event an approved pricing service is unable to provide a readily available quotation, the security may be priced by an alternative source, such as a broker who covers the security and can provide a daily market quotation. The appropriateness of the alternative source, such as the continued use of the broker, will be reviewed and ratified quarterly by the Adviser as the “valuation designee” of each Fund. Securities for which quotations are (1) not readily available, (2) not provided by an approved pricing service or broker, or (3) determined to not accurately reflect their value, are valued by the Adviser using procedures approved by the Board of Trustees.
Foreign securities, currencies and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate of such currencies against the U.S. dollar, as of valuation time, as provided by an approved pricing service.
REDEMPTION IN-KIND
The Funds do not intend to redeem shares in any form except cash. However, if the amount redeemed is over the lesser of $250,000 or 1% of a Fund’s net assets, each Fund has the right to redeem shares by giving the redeeming shareholder the amount that exceeds the lesser of $250,000 or 1% of the Fund’s net assets in securities instead of cash. In the event that an in-kind distribution is made, a shareholder may incur additional expenses, such as the payment of brokerage commissions, on the sale or other disposition of the securities received from a Fund.
TAX CONSEQUENCES
The following discussion of certain U.S. federal income tax consequences is general in nature and should not be regarded as an exhaustive presentation of all possible tax ramifications. Each shareholder should consult a qualified tax advisor regarding the tax consequences of an investment in the Funds. The tax considerations relevant to a specific shareholder depend upon the shareholder’s specific circumstances, and the following general summary does not attempt to discuss all potential tax considerations that could be relevant to a prospective shareholder with respect to the Fund or its investments. This general summary is based on the Internal Revenue Code of 1986, as amended (the “IRC”), the U.S. federal income tax regulations promulgated thereunder, and administrative and judicial interpretations thereof as of the date hereof, all of which are subject to change (potentially on a retroactive basis).
Each Fund intends to qualify each year as a regulated investment company under Subchapter M of the IRC, which requires compliance with certain requirements concerning the sources of its income, diversification of its assets, and the amount and timing of its distributions to shareholders. Such qualification does not involve supervision of management or investment practices or policies by any government agency or bureau. By so qualifying, the Funds should not be subject to federal income or excise tax on net investment income or net realized capital gain, which are distributed to shareholders in accordance with the applicable timing requirements.
Each Fund intends to distribute substantially all of its net investment income (including any excess of net short-term capital gains over net long-term capital losses) and net realized capital gain (that is, any excess of net long-term capital gains over net short-term capital losses) in accordance with the timing requirements imposed by the IRC and therefore should not be required to pay any federal income or excise taxes. Net realized capital gain for a fiscal year is computed by taking into account any capital loss carryforward of a Fund. As of September 30, 2024, the Interim Fund had a short-term capital loss carryforward of $2,736,717 and
21
long-term capital loss carryforward of $15,520,607 for federal income tax purposes. As of September 30, 2024, the Municipal Bond Fund had a short-term capital loss carryforward of $7,131,452 and long-term capital loss carryforward of $6,473,204 for federal income tax purposes.
To be treated as a regulated investment company under Subchapter M of the IRC, each Fund must also (a) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, net income from certain publicly traded partnerships and gains from the sale or other disposition of securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to the business of investing in such securities or currencies, and (b) diversify its holding so that, at the end of each fiscal quarter, (1) at least 50% of the market value of a Fund’s assets is represented by cash, U.S. government securities and securities of other regulated investment companies, and other securities (for purposes of this calculation, generally limited in respect of any one issuer, to an amount not greater than 5% of the market value of a Fund’s assets and 10% of the outstanding voting securities of such issuer) and (2) not more than 25% of the value of its assets is invested in the securities (other than U.S. government securities or the securities of other regulated investment companies) of: (i) any one issuer, (ii) two or more issuers which the Fund controls and which are determined to be engaged in the same or similar trades or businesses, (iii) or the securities of certain publicly traded partnerships.
If a Fund fails to qualify as a regulated investment company under Subchapter M in any fiscal year, it may be treated as a corporation for federal income tax purposes. As such, a Fund would be required to pay income taxes on its net investment income and net realized capital gains, if any, at the rates generally applicable to corporations. Shareholders of a Fund generally would not be liable for income tax on the Fund’s net investment income or net realized capital gains in their individual capacities. However, distributions to shareholders, whether from the Fund’s net investment income or net realized capital gains, would be treated as taxable dividends to the extent of current or accumulated earnings and profits of the Fund.
As a regulated investment company, each Fund is subject to a 4% nondeductible excise tax on certain undistributed amounts of ordinary income and net realized capital gain under a prescribed formula contained in Section 4982 of the IRC. The formula requires payment to shareholders during a calendar year of distributions representing at least 98% of a Fund’s ordinary income for the calendar year and at least 98.2% of its net realized capital gain (i.e., the excess of its capital gains over capital losses) realized during the one-year period ending October 31 during such year plus 100% of any income that was neither distributed nor taxed to a Fund during the preceding calendar year. Under ordinary circumstances, each Fund expects to time its distributions so as to avoid liability for this tax.
The following discussion of U.S. federal income tax consequences is for the general information of shareholders that are U.S. persons that are subject to tax. Shareholders that are invested in IRAs or other qualified retirement plans are exempt from income taxation under the IRC. Shareholders that are non-U.S. persons, IRAs or other qualified retirement plans should consult their own tax advisors regarding the tax consequences of an investment in the Funds.
Distributions of taxable net investment income (including the excess of net short-term capital gain over net long-term realized capital loss) generally are taxable to shareholders at ordinary income tax rates. However, distributions by a Fund to a non-corporate shareholder may be subject to income tax at the shareholder’s applicable tax rate for long-term capital gain, to the extent that the Fund receives qualified dividend income on the securities it holds, the Fund properly designates the distribution as qualified dividend income, and the Fund and the non-corporate shareholder receiving the distribution meets certain holding period and other requirements. Distributions of taxable net investment income (including qualified dividend income) may be subject to an additional 3.8% Medicare tax as discussed below.
Distributions of net realized capital gain (“capital gain dividends”) generally are taxable to shareholders as long-term capital gain, regardless of the length of time the shares of the Trust have been held by such shareholders. Under current law, capital gain dividends recognized by a non-corporate shareholder generally will be taxed at a maximum income tax rate of 20% and may be subject to an additional 3.8% Medicare tax as discussed below. Capital gains of corporate shareholders are taxed at the same rate as ordinary income.
Distributions of taxable net investment income and net realized capital gain will be taxable as described above, whether received in additional cash or shares. All distributions of taxable net investment income and net realized capital gain, whether received in shares or in cash, must be reported by each taxable shareholder on his or her federal income tax return. Dividends or distributions declared in October, November, or December as of a record date in such a month, if any, will be deemed to have been received by shareholders on December 31, if paid during January of the following year. Redemptions of shares may result in tax consequences (gain or loss) to the shareholder and are also subject to these reporting requirements.
22
Redemption of Fund shares by a shareholder will result in the recognition of taxable gain or loss in an amount equal to the difference between the amount realized and the shareholder’s tax basis in the shareholder’s Fund shares. Such gain or loss is treated as a capital gain or loss if the shares are held as capital assets. However, any loss realized upon the redemption of shares within six months from the date of their purchase will be treated as a long-term capital loss to the extent of any amounts treated as capital gain dividends during such six-month period. All or a portion of any loss realized upon the redemption of shares may be disallowed to the extent shares are purchased (including shares acquired by means of reinvested dividends) within 30 days before or after such redemption.
Under the IRC, each Fund will be required to report to the Internal Revenue Service (“IRS”) all distributions of taxable income and net realized capital gains as well as gross proceeds from the redemption or exchange of Fund shares, except in the case of certain exempt shareholders. Under the backup withholding provisions of Section 3406 of the IRC, distributions of taxable net investment income and net realized capital gain and proceeds from the redemption or exchange of the shares of a Fund may be subject to withholding of federal income tax (currently, at a rate of 24%) in the case of non-exempt shareholders who fail to furnish the investment company with their taxpayer identification numbers and with required certifications regarding their status under the federal income tax law, or if a Fund is notified by the IRS or a broker that withholding is required due to an incorrect TIN or a previous failure to report taxable interest or dividends. If the withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in additional shares, will be reduced by the amounts required to be withheld.
An additional 3.8% Medicare tax generally will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates, and trusts to the extent that any such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.
Shareholders should consult their tax advisors about the application of federal, state, local, and foreign tax law in light of their particular situation.
Should additional series, or funds, be created by the Trustees, each Fund would be treated as a separate tax entity for federal tax purposes.
Payments to a shareholder that is either a foreign financial institution (“FFI”) or a non-financial foreign entity (“NFFE”) within the meaning of the Foreign Account Tax Compliance Act (“FATCA”) may be subject to a generally nonrefundable 30% withholding tax on: (a) income dividends paid by a Fund after June 30, 2014 and (b) certain capital gain distributions and the proceeds arising from the sale of Fund shares paid by the Fund after December 31, 2019. FATCA withholding tax generally can be avoided: (a) by an FFI, subject to any applicable intergovernmental agreement or other exemption, if it enters into a valid agreement with the IRS to, among other requirements, report required information about certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, reports information relating to them. A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.
PROXY VOTING POLICIES AND PROCEDURES
The Board of Trustees has delegated responsibilities for decisions regarding proxy voting for securities held by each Fund to the Sub-Adviser, subject to the general oversight of the Board. The Sub-Adviser has adopted written proxy voting policies and procedures (“Proxy Policy”) as required by Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended, consistent with its fiduciary obligations. The Board of Trustees periodically reviews the Proxy Policy. The Proxy Policy is designed and implemented in a manner reasonably expected to ensure that voting and consent rights are exercised prudently and solely in the best economic interests of the Funds and their shareholders considering all relevant factors and without undue influence from individuals or groups who may have an economic interest in the outcome of a proxy vote. Any conflict between the best economic interests of the Funds and the Sub- Adviser’s interests will be resolved in the Funds’ favor pursuant to the Proxy Policy.
The Sub-Adviser’s proxy voting policies, procedures, and guidelines are attached as Appendix A.
23
Investors may obtain a copy of the proxy voting policies and procedures by writing to the Trust in the name of the pertinent Fund, P.O. Box 182330, Columbus, OH 43218-2330766 or by calling the Trust at 800-447-0740 (toll free), 866-342-2418 (toll free) or 501-255-1812. Information about how each Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling the Trust 800-447-0740 (toll free), 866-342-2418 (toll free) or 501-255-1812 and on the SEC’s website at http://www.sec.gov.
FINANCIAL STATEMENTS
The Funds’ financial statements and independent registered public accounting firm’s report to the Annual Financial Statements and Additional Information to Shareholders of the State Farm Funds for the fiscal year ended September 30, 2024 are incorporated herein by reference. The Funds will provide the Annual Financial Statements and Additional Information without charge at written request or request by telephone.
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APPENDIX A
PROXY VOTING POLICIES & PROCEDURES
Effective Date 9/05/2024
These policies and procedures apply to the voting of proxies by Northern Trust Corporation affiliates (“Northern Trust”) for accounts over which Northern Trust has been granted proxy voting discretion.
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Table of Contents
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NORTHERN TRUST PROXY VOTING
POLICIES AND PROCEDURES
These policies and procedures apply to the voting of proxies by Northern Trust Corporation affiliates (“Northern Trust”) for accounts over which Northern Trust has been granted proxy voting discretion.
The fundamental precept followed by Northern Trust in voting proxies is to ensure that the manner in which shares are voted is in the best interests of clients/beneficiaries and the value of the investment. As used in these policies and procedures, the term “clients/beneficiaries” means any person or entity having the legal or beneficial ownership interest, as the case may be, in a trust, custody or investment management account over which Northern Trust has discretionary proxy voting authority.
SECTION 1. PROXY COMMITTEE
Northern Trust’s Proxy Committee has responsibility for the adoption, content, interpretation and application of the Proxy Guidelines described in Section 2. Membership of the Proxy Committee consists of a group of senior Northern Trust investment and compliance officers. Meetings of the Proxy Committee may be called by the Chairperson or, in his or her absence, by any two committee members. Meetings may be conducted in person or telephonically. A majority of committee members present (in person or by proxy) will constitute a quorum for the transacting of business at any meeting. The approval of proxy votes or changes to these policies and procedures or the Proxy Guidelines may be made by majority vote of those present (in person or by proxy) at a meeting called for that purpose. Alternatively, the Committee may approve proxy votes or changes to these policies and procedures or the Proxy Guidelines described in Section 2 by a majority vote communicated telephonically (without a meeting) or electronically, provided that any action so approved is properly documented and reflected in minutes of the next meeting of the Committee.
SECTION 2. PROXY VOTING GUIDELINES
Northern Trust has adopted guidelines and procedures (together and as from time to time amended, the “Proxy Guidelines”) governing proxy voting for accounts over which Northern Trust has been granted proxy voting discretion.
Absent the special circumstances described in these policies and procedures, generally Northern Trust will exercise its proxy voting discretion in accordance with the applicable proxy guidelines designated in the client agreement or as otherwise disclosed to clients.
On an annual basis, Northern Trust’s Proxy Committee shall review the Proxy Guidelines and notify clients/beneficiaries of any material revisions to the Proxy Guidelines.
SECTION 3. USE OF THIRD PARTY PROXY VOTING SERVICE PROVIDERS
Northern Trust may delegate to one or more independent third party proxy voting services (“Proxy Voting Service” or “Proxy Voting Services”), the responsibility to review proxy proposals and to make voting recommendations to the Proxy Committee, and to execute proxy voting instructions in a manner consistent with the Proxy Guidelines. For proxy proposals described under the Proxy Guidelines, Northern Trust has provided supplementary instructions to the Proxy Voting Service(s) to guide it in making vote recommendations. In addition, Northern Trust has instructed the Proxy Voting Service not to exercise any discretion and to seek guidance from Northern Trust whenever it encounters situations that are either not covered by the Proxy Guidelines or where application of the Proxy Guidelines is unclear. In the event that the Proxy Voting Service does not or will not provide recommendations with respect to any specific proxy proposals for securities over which Northern Trust or its affiliates have proxy voting discretion, the relevant proxy analyst at Northern Trust responsible for the relevant issuer or its business sector shall be responsible for reviewing the proxy proposal and making a voting recommendation to the Proxy Committee consistent with the Proxy Guidelines.
The Proxy Committee will review the Proxy Voting Service(s) on an annual basis. In connection with that review, it generally will assess each of the following factors along with other additional factors, if any, the Proxy Committee deems relevant: (1) the Proxy Voting Service’s capacity and competency in analyzing proxy issues and executing proxy related services; (2) the adequacy of the Proxy Voting Service’s staffing and personnel; (3) whether the Proxy Voting Service has robust policies and procedures that enable it to make proxy voting recommendations based on current and accurate information and implement the proxy voting services offered; and (4) the Proxy Voting Service’s ability to identify and address any real or potential conflicts of
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interests that exist or may have existed between the firm and its employees and the execution of proxy voting services provided to Northern Trust. The Proxy Committee will also regularly monitor the Proxy Voting Service(s) by requesting information from the Proxy Service(s) to determine whether any real or potential conflicts of interest exist as a result of changes to the firm’s business or internal policies. The Proxy Voting Service(s) will also be required to proactively communicate any (i) business changes or (ii) changes and updates to the firm’s policies and procedures that could impact the adequacy and quality of the proxy voting services or the firm’s ability to effectively manage conflicts.
SECTION 4. APPLICATION OF PROXY GUIDELINES
It is intended that the Proxy Guidelines will be applied with a measure of flexibility. Accordingly, except as otherwise specifically provided in these policies and procedures, the Proxy Committee may vote proxies contrary to the recommendations of the Proxy Voting Service, or, in the circumstances described in Section 3 above, a Northern Trust proxy analyst, if it determines such action to be in the best interests of Northern Trust clients/beneficiaries. In the exercise of such discretion the Proxy Committee may take into account a wide array of factors relating to the proxy voting matter under consideration, the nature of the proposal, and the company involved. As a result, a proxy voting proposal may be voted in one manner in the case of one company and in a different manner in the case of another company where, for example, the past history of the company, the character and integrity of its management, the role of outside directors, and the company’s record of producing performance for investors justifies a high degree of confidence in the company and the effect of the proposal on the value of the investment. Similarly, poor past performance, uncertainties about management and future directions, and other factors may lead to a conclusion that particular proposals present unacceptable investment risks and should not be supported. In addition, the proposals should be evaluated in full context. For example, a particular proxy voting proposal may be acceptable on a stand- alone basis, but objectionable when part of an existing or proposed proxy voting package, such as where the effect may be to entrench management. Special circumstances may also justify casting different votes for different clients/beneficiaries with respect to the same proxy vote after taking into account the clients/beneficiaries circumstances, including adhering to special voting instructions from the clients/beneficiaries.
SECTION 5. PROXY VOTING CHOICE
Northern Trust offers fund participants in select pooled investment vehicles the option to select from a menu of Proxy Guidelines options designated by Northern Trust (“Proxy Voting Choice”). The Proxy Guidelines eligible to be used in a Proxy Voting Choice menu are described in Exhibit A.
Portfolio management teams for Northern Trust Investments, Inc. and Northern Trust Global Investments, Inc., in consultation with the appropriate subject matter experts as needed (e.g., Stewardship, Institutional Client Group, Operations, Compliance, Legal, and outside counsel), generally have the responsibility for identifying the Proxy Guidelines most suitable to a fund’s investment objectives (the “Default Proxy Guidelines” of the fund).
Participation in Proxy Voting Choice is elective. Participants in eligible funds may voluntarily select from the menu of Proxy Guidelines, and once selected, proxies for the eligible fund will be voted on a pro-rata share basis in accordance with the participant’s selection. The Default Proxy Guidelines shall apply to the pro-rata shares of all participants who do not choose to elect an option from the Proxy Voting Choice menu offered. Except under special circumstances, Proxy Guidelines will be applied at the account level for fund clients, and at the transfer agent or investment level for transfer agent clients. If a client holds two funds in two separate trust accounts, or direct at the transfer agent, then separate Proxy Guideline elections can be accommodated. In the event a client wants to operationally have multiple Proxy Guidelines applied for different accounts or fund investments, this can be manually applied upon written confirmation. Furthermore, in certain markets or situations where split voting is not permitted, the Default Proxy Guidelines will apply to all voting matters on behalf of all fund participants.
As a fiduciary to its pooled funds, Northern Trust must ensure that votes exercised for the pooled funds that it manages are cast in a pooled funds interest and in accordance with policies and procedures that are prudently designed to meet legal and regulatory requirements applicable to the pooled funds. As such, the Proxy Committee reviews all third-party voting policies prior to their availability for use for Proxy Voting Choice to ensure they are consistent with applicable fiduciary standards and suitable for most pooled fund investment objectives and policies. Some factors that the Proxy Committee may consider include, whether the third-party provider follows a fiduciary process in developing proxy voting procedures and guidelines, the manner in which the third-party’s procedures to into consideration material facts and circumstance specific to each voting decision. The Proxy Committee may also consider client feedback in relation to specific guideline orientations or strategy approaches which they would like to have offered.
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SECTION 6. MATERIAL CONFLICTS OF INTEREST
Northern Trust has sought to address proxy related conflicts of interest in various ways, including the establishment, composition and authority of the Proxy Committee, and the delegation of primary responsibility for proxy review and vote recommendation functions to the Proxy Voting Service. For these reasons, the potential for conflicts of interest in the voting of proxies generally arises only where the Proxy Committee is considering the possibility of voting in a manner contrary to a vote recommendation received from the Proxy Voting Service or where the Proxy Voting Service has not provided a vote recommendation. In these situations, the Proxy Committee will need to determine whether a material conflict of interest exists. For example, a material conflict of interest could arise when a proxy relates to the following non-exclusive types of issues:
| • | Securities issued by Northern Trust Corporation or its affiliates. |
| • | Matters in which Northern Trust has a direct financial interest (such as shareholder approval of a change in mutual fund advisory fees where Northern Trust is the fund advisor). |
| • | Instances where Northern Trust, its board members, executive officers, and/or others maintain relationships with the issuers of securities, proponents of shareholder proposals, participants in proxy contests, corporate directors or candidates for directorships. |
| • | Instances where an attempt has been made to directly or indirectly influence the voting recommendation that is made. |
Where the Proxy Committee determines that it is subject to a material conflict of interest, it may resolve the conflict in any of the following ways, which may vary, consistent with its duty of loyalty and care, depending on the facts and circumstances of each situation and the requirements of applicable law:
| • | Following the vote recommendation of an independent fiduciary appointed for that purpose; |
| • | Voting pursuant to client direction; |
| • | Abstaining; or |
| • | Voting pursuant to a “mirror voting” arrangement (under which shares are voted in the same manner and proportion as some or all of the other shares not voted by the Proxy Committee). |
SECTION 7. PROXY VOTING RECORDS; CLIENT DISCLOSURES
Northern Trust will maintain the following records relating to proxy votes cast under these policies and procedures:
| A. | A copy of these policies and procedures and accompanying exhibits |
| B. | A copy of each proxy statement Northern Trust receives regarding client securities. |
| C. | A record of each vote cast by Northern Trust on behalf of a client. |
| D. | A copy of any document created by the Proxy Committee that was material to making a decision how to vote proxies on behalf of a client or that memorialized the basis for that decision. |
| E. | A copy of each written client request for information on how Northern Trust voted proxies on behalf of the client, and a copy of any written response by Northern Trust to any (written or oral) client request for information on how Northern Trust voted proxies on behalf of the requesting client. |
The foregoing records will be retained for such period of time as is required to comply with applicable laws and regulations. Northern Trust may rely on one or more third parties to make and retain the records referred to in items B. and C. above.
The Proxy Committee will cause copies of the foregoing records, as they relate to particular clients, to be provided to those clients upon request. It is generally the policy of Northern Trust not to disclose its proxy voting records to third parties, except as may be required by applicable laws and regulations.
SECTION 8. ERISA ACCOUNTS
Plans governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), are to be administered consistent with the terms of the governing plan documents and applicable provisions of ERISA. In cases where sole proxy voting discretion rests with Northern Trust, the foregoing policies and procedures will be followed, subject to the fiduciary responsibility
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standards of ERISA. These standards generally require fiduciaries to act prudently and to discharge their duties solely in the interests of participants and beneficiaries. The Department of Labor has indicated that the voting decisions of ERISA fiduciaries must generally focus on the course that would most likely increase the value of the stock being voted.
The documents governing ERISA individual account plans may set forth various procedures for voting “employer securities” held by the plan. Where authority over the investment of plan assets is granted to plan participants, many individual account plans provide that proxies for employer securities will be voted in accordance with directions received from plan participants as to shares allocated to their plan accounts. In some cases, the governing plan documents may further provide that unallocated shares and/or allocated shares for which no participant directions are received will be voted in accordance with a proportional voting method in which such shares are voted proportionately in the same manner as are allocated shares for which directions from participants have been received. Consistent with Labor Department positions, it is the policy of Northern Trust to follow the provisions of a plan’s governing documents in the voting of employer securities unless it determines that to do so would breach its fiduciary duties under ERISA.
In general, for pooled investment vehicles that are treated as “plan assets” for purposes of ERISA, investing plan clients that are subject to ERISA will be required to accept Northern Trust’s Proxy Policy as a condition of investment. For pooled investment vehicles that have implemented “Proxy Voting Choice,” the fiduciary of an investing plan may choose guidelines other the Default Proxy Guidelines described in Section 5. In the event that the plan fiduciary chooses guidelines other than the Default Proxy Guidelines, the plan fiduciary is responsible for determining, and has made a determination that, the selected proxy voting policy is consistent with ERISA and the plan’s own proxy voting policies/guidelines.
SECTION 9. MUTUAL FUNDS
Proxies of registered management investment companies will be voted subject to any applicable investment restrictions of the fund and, to the extent applicable, in accordance with any resolutions or other instructions approved by authorized persons of the fund.
SECTION 10. OTHER SPECIAL SITUATIONS
Northern Trust may choose not to vote proxies in certain situations or for certain accounts either where it deems the cost of doing so to be prohibitive or where the exercise of voting rights could restrict the ability of an account’s portfolio manager to freely trade the security in question. For example, in accordance with local law or business practices, many foreign companies prevent the sales of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting (“share blocking”). Due to these restrictions, Northern Trust must balance the benefits to its clients of voting proxies against the potentially serious portfolio management consequences of a reduced flexibility to sell the underlying shares at the most advantageous time. For companies in countries with share blocking periods, the disadvantage of being unable to sell the stock regardless of changing conditions generally outweighs the advantages of voting at the shareholder meeting for routine items. Accordingly, Northern Trust will not vote those proxies in the absence of an unusual, significant vote. Various accounts over which Northern Trust has proxy voting discretion participate in securities lending programs administered by Northern Trust or a third party. Because title to loaned securities passes to the borrower, Northern Trust will be unable to vote any security that is out on loan to a borrower on a proxy record date. If Northern Trust has investment discretion, however, it reserves the right of the portfolio manager to instruct the lending agent to terminate a loan in situations where Northern Trust believes the benefits of voting the security outweigh the costs of terminating the loan, consistent with the terms and conditions of Northern Trust’s procedures for recall of securities out on loan. In such instances, Northern Trust shall recall the shares on loan on a best efforts basis.
EXHIBIT A. PROXY GUIDELINES
Northern Trust’s Proxy Committee has responsibility for the adoption, content, interpretation and application of the Proxy Guidelines described in Section 2.
As of the of the effective date of these policies and procedures1 each of the Proxy Guidelines listed below have been either internally developed or reviewed, and adopted by the Proxy Committee.
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| Guideline Name |
Strategy Approach |
Guideline Description Link(s)2 | ||
| Northern Trust Proxy Guidelines | Guidelines developed by Northern Trust’s Proxy Voting Committee under a fundamental precept of ensuring the manner in which shares are voted is in the best interest of clients/beneficiaries and the value of the investment. The guidelines take into consideration common and best market practice standards in governance to promote total shareholder value and risk mitigation while applying a thoughtful and considered approach to environmental and social issues. | US and Non-US Securities | ||
| Socially Responsible Investor (SRI) | The SRI guidelines were developed by a third party to be consistent with the dual objectives of socially responsible shareholders—economic returns and good corporate governance, as well as ethical behavior of corporations and the social and environmental impact of the actions or companies in which they invest. | US Securities Non-US Securities | ||
| Taft-Hartley | Developed specifically for Taft-Hartley pension funds & investment managers, as well as AFL-CIO aligned accounts, the Taft-Hartley guidelines were developed by a third party based on the AFL-CIO. The guidelines are fully compliant with the fiduciary voting responsibilities of the Taft Hartley Labor Act. | US Securities Non-US Securities | ||
| Board Aligned | The Board-Aligned guidelines were developed by a third party for investors who generally prefer to vote in a manner that upholds foundational corporate governance principles, while generally following the board’s recommendation around environmental and social matters. | US Securities Non-US Securities | ||
| Climate | The Climate guidelines were developed by a third party to be consistent with widely recognized climate frameworks including the TCFD, GRI, and SASB standards. They are intended to balance the need for good disclosure on climate-related risks along with evaluation of a company’s preparedness to face and mitigate climate risks in a low carbon economy as well as alignment with global climate norms expectations (e.g., SFDR). On matters of corporate governance and executive compensation the Climate guidelines approach is based on principles of best practice and a focus on creating and preserving long-term economic value. | US Securities Non-US Securities | ||
| 1 | This is the effective date from which the Proxy Committee has last developed or reviewed, and adopted or re-affirmed the Proxy Guideline. Each Proxy Guideline has its own effective or last amended date. |
| 2 | These links are current as of the Effective Date of these policies and procedures and may be superseded by more current versions. |
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PART C
OTHER INFORMATION
Item 28. Exhibits.
| (a) | Articles of Incorporation. |
| (i) |
| (b) | By-Laws. |
| (i) |
| (ii) |
| (c) | Instruments Defining Rights of Security Holder. None other than in the Declaration of Trust and By-Laws of the Registrant. |
| (d) | Investment Advisory Contracts. |
| (i) |
| (ii) |
| (e) | Underwriting Contracts. |
| (i) |
| (f) | Bonus or Profit Sharing Contracts. None. |
| (g) | Custodial Agreement. |
| (i) |
| (h) | Other Material Contracts. |
| (i) | Legal Opinion and Consent. |
| (i) |
| (ii) |
| (j) | Other Opinions. |
| (i) |
| (k) | Omitted Financial Statements. None. |
| (l) | Initial Capital Agreements. |
| (i) |
| (m) | Rule 12b-1 Plan. None. |
| (n) | Rule 18f-3 Plan: None. |
| (o) | Reserved. |
| (p) | Code of Ethics. |
| (i) |
| (ii) |
| (q) | Powers of Attorney for D’Ray Moore, Robert Gordon, and Steven R. Sutermeister are filed herewith. |
Item 29. Control Persons. None.
Item 30. Indemnification.
Reference is made to Article VII of the Registrant’s Agreement and Declaration of Trust. The application of these provisions is limited by the following undertaking set forth in the rules promulgated by the Securities and Exchange Commission:
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. The Registrant may maintain a standard mutual fund and investment advisory professional and directors and officers’ liability policy. The policy, if maintained, would provide coverage to the Registrant, its Trustees and officers, and could cover its advisers, among others. Coverage under the policy would include losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.
Item 31. Business and Other Connections of Investment Adviser.
State Farm Investment Management Corp., One State Farm Plaza, Bloomington, Illinois, is registered as an investment adviser registered under the Investment Advisers Act of 1940, as amended.
Additional information about the adviser and its officers is incorporated by reference, respectively, to the Statement of Additional Information filed herewith, and the adviser’s Form ADV, file number 801-8184. Neither the adviser, nor its officers or directors, have engaged in another business of a substantial nature during the last two years.
Northern Trust Investments, Inc. (“NTI”), an indirect subsidiary of Northern Trust Corporation (“TNTC”), serves as investment adviser of the Fund. NTI is located at 50 S. LaSalle Street, Chicago, Illinois 60603. NTI is an Illinois State Banking Corporation and an investment adviser registered under the Investment Advisers Act of 1940, as amended. NTI primarily manages assets for institutional and individual separately managed accounts, investment companies and bank common and collective funds. Northern Trust Corporation is regulated by the Board of Governors of the Federal Reserve System as a financial holding company under the U.S. Bank Holding Company Act of 1956, as amended. Set forth below is a list of officers and directors of NTI, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years.
| Name and Position with |
Name of Other Company |
Position with Other Company | ||
| Carberry, Craig R. Senior Vice President, Chief Legal Officer, Senior Trust Officer and Secretary |
The Northern Trust Company Northern Trust Securities, Inc. Northern Institutional Funds Northern Funds |
Deputy General Counsel and Senior Vice President Chief Legal Officer Chief Legal Officer | ||
| Caron, Judy A. Assistant Trust Officer, and Assistant Secretary |
None | None | ||
| Carroll, Stephen Elliott Chief Financial Officer, Sr. Vice President, Treasurer & Cashier |
The Northern Trust Company | Senior Vice President | ||
| Chappell, Darlene Anti-Money Laundering Compliance Officer and Vice President |
50 South Capital Advisors, LLC Northern Trust Securities, Inc. Northern Funds |
AML Compliance Officer AML Compliance Officer AML Compliance Officer | ||
| Del Real, Jose J. Assistant Secretary |
The Northern Trust Company Northern Trust Corporation Northern Institutional Funds Northern Funds |
Assistant General Counsel and Senior Vice President Secretary Secretary | ||
| Delp, Lyenda Director and Executive Vice President |
The Northern Trust Company | Executive Vice President | ||
| Feeney, Angelica C. Assistant Secretary |
None | None | ||
| Gamba, Daniel E. Director, Chairman, President, and Chief Executive Officer |
Northern Trust Corporation The Northern Trust Company |
Executive Vice President and President – Asset Management Executive Vice President and President – Asset Management | ||
| Hawkins, Sheri B. President |
The Northern Trust Company | Executive Vice President | ||
| Joshi, Kaushal Chief Information Officer and Sr. Vice President |
The Northern Trust Company | Senior Vice President | ||
| Kar, Paulami Director, Global Head of Product and Executive Vice President |
The Northern Trust Company Northern Institutional Funds Northern Funds |
Executive Vice President Trustee | ||
| Kumar, Archana Director, Chief Operating Officer and Executive Vice President |
The Northern Trust Company | Executive Vice President | ||
| Manioudakis, Angelo Director, Chief Investment Officer and Executive Vice President |
The Northern Trust Company | Executive Vice President | ||
| McInerney, Joseph W. Chief Risk Officer and Sr. Vice President |
The Northern Trust Company | Senior Vice President | ||
| Teufel, Maya G. Chief Compliance Officer and Sr. Vice President |
None | None | ||
| Zielinski, Kimberly Assistant Secretary |
The Northern Trust Company | Assistant General Counsel and Senior Vice President | ||
| Item 32. | Principal Underwriter. |
(a) Foreside Financial Services, LLC (f/k/a/ BHIL Distributors, LLC), a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:
| 1. | 13D Activist Fund, Series of Northern Lights Fund Trust |
| 2. | 2nd Vote Funds |
| 3. | AAMA Equity Fund, Series of Asset Management Fund |
| 4. | AAMA Income Fund, Series of Asset Management Fund |
| 5. | Advisers Investment Trust |
| 6. | AG Twin Brook Capital Income Fund |
| 7. | AltShares Trust |
| 8. | American Beacon AHL Trend ETF, Series of American Beacon Select Funds |
| 9. | American Beacon GLG Natural Resources ETF, American Beacon Select Funds |
| 10. | Aristotle Funds Series Trust |
| 11. | Boston Trust Walden Funds (f/k/a The Boston Trust & Walden Funds) |
| 12. | Bow River Capital Evergreen Fund |
| 13. | Connetic Venture Capital Access Fund |
| 14. | Constitution Capital Access Fund, LLC |
| 15. | Datum One Series Trust |
| 16. | Diamond Hill Funds |
| 17. | Diamond Hill Securitized Credit Fund |
| 18. | Driehaus Mutual Funds |
| 19. | FMI Funds, Inc. |
| 20. | Impax Funds Series Trust I (f/k/a Pax World Funds Series Trust I) |
| 21. | Impax Funds Series Trust III (f/k/a Pax World Funds Series Trust III) |
| 22. | Inspire 100 ETF, Series of Northern Lights Fund Trust IV |
| 23. | Inspire 500 ETF, Series of Northern Lights Fund Trust IV |
| 24. | Inspire Corporate Bond ETF, Series of Northern Lights Fund Trust IV |
| 25. | Inspire Fidelis Multi Factor ETF, Series of Northern Lights Fund Trust IV |
| 26. | Inspire Global Hope ETF, Series of Northern Lights Fund Trust IV |
| 27. | Inspire International ETF, Series of Northern Lights Fund Trust IV |
| 28. | Inspire Momentum ETF, Series of Northern Lights Fund Trust IV |
| 29. | Inspire Small/Mid Cap ETF, Series of Northern Lights Fund Trust IV |
| 30. | Inspire Tactical Balanced ETF, Series of the Northern Lights Fund Trust IV |
| 31. | Macquarie Energy Transition ETF, Series of Macquarie ETF Trust |
| 32. | Macquarie Focused Emerging Markets Equity ETF, Series of Macquarie ETF Trust |
| 33. | Macquarie Focused Large Growth ETF, Series of Macquarie ETF Trust |
| 34. | Macquarie Global Listed Infrastructure ETF, Series of Macquarie ETF Trust |
| 35. | Macquarie Tax-Free USA Short Term ETF, Series of Macquarie ETF Trust |
| 36. | Meketa Infrastructure Fund |
| 37. | Nomura Alternative Income Fund |
| 38. | PPM Funds |
| 39. | Praxis Mutual Funds |
| 40. | Primark Meketa Private Equity Investments Fund |
| 41. | SA Funds – Investment Trust |
| 42. | Sequoia Fund, Inc. |
| 43. | Simplify Exchange Traded Funds |
| 44. | Siren ETF Trust |
| 45. | Stone Ridge 2035 Term Income ETF, Series of Stone Ridge Trust |
| 46. | Stone Ridge 2040 Term Income ETF, Series of Stone Ridge Trust |
| 47. | Stone Ridge 2045 Term Income ETF, Series of Stone Ridge Trust |
| 48. | Stone Ridge 2048 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 49. | Stone Ridge 2048 Longevity Income ETF, Series of Stone Ridge Trust |
| 50. | Stone Ridge 2049 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 51. | Stone Ridge 2049 Longevity Income ETF, Series of Stone Ridge Trust |
| 52. | Stone Ridge 2050 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 53. | Stone Ridge 2050 Longevity Income ETF, Series of Stone Ridge Trust |
| 54. | Stone Ridge 2051 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 55. | Stone Ridge 2051 Longevity Income ETF, Series of Stone Ridge Trust |
| 56. | Stone Ridge 2052 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 57. | Stone Ridge 2052 Longevity Income ETF, Series of Stone Ridge Trust |
| 58. | Stone Ridge 2053 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 59. | Stone Ridge 2053 Longevity Income ETF, Series of Stone Ridge Trust |
| 60. | Stone Ridge 2054 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 61. | Stone Ridge 2054 Longevity Income ETF, Series of Stone Ridge Trust |
| 62. | Stone Ridge 2055 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 63. | Stone Ridge 2055 Longevity Income ETF, Series of Stone Ridge Trust |
| 64. | Stone Ridge 2056 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 65. | Stone Ridge 2056 Longevity Income ETF, Series of Stone Ridge Trust |
| 66. | Stone Ridge 2057 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 67. | Stone Ridge 2057 Longevity Income ETF, Series of Stone Ridge Trust |
| 68. | Stone Ridge 2058 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 69. | Stone Ridge 2058 Longevity Income ETF, Series of Stone Ridge Trust |
| 70. | Stone Ridge 2059 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 71. | Stone Ridge 2059 Longevity Income ETF, Series of Stone Ridge Trust |
| 72. | Stone Ridge 2060 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 73. | Stone Ridge 2060 Longevity Income ETF, Series of Stone Ridge Trust |
| 74. | Stone Ridge 2061 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 75. | Stone Ridge 2061 Longevity Income ETF, Series of Stone Ridge Trust |
| 76. | Stone Ridge 2062 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 77. | Stone Ridge 2062 Longevity Income ETF, Series of Stone Ridge Trust |
| 78. | Stone Ridge 2063 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 79. | Stone Ridge 2063 Longevity Income ETF, Series of Stone Ridge Trust |
| 80. | Stone Ridge 2064 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 81. | Stone Ridge 2064 Longevity Income ETF, Series of Stone Ridge Trust |
| 82. | Stone Ridge 2065 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust |
| 83. | Stone Ridge 2065 Longevity Income ETF, Series of Stone Ridge Trust |
| 84. | Stone Ridge Alternative Lending Risk Premium Fund, Series of Stone Ridge Trust V |
| 85. | Stone Ridge Art Risk Premium Fund, Series of Stone Ridge Trust VIII |
| 86. | Stone Ridge Post-Event Reinsurance Fund, Series of Stone Ridge Trust IV |
| 87. | Stone Ridge Reinsurance Risk Premium Interval Fund, Series of Stone Ridge Trust II |
| 88. | Tactical Dividend and Momentum Fund, Series of Two Roads Shared Trust |
| 89. | TCW ETF Trust |
| 90. | Zacks Trust |
(b) The following are the Officers and Manager of the Distributor. The Distributor’s main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101.
| Name |
Address |
Position with Underwriter |
Position with Registrant | |||
| Teresa Cowan | Three Canal Plaza, Suite 100, Portland, ME 04101 |
President/Manager | None | |||
| Chris Lanza
Kate Macchia |
Three Canal Plaza, Suite 100, Portland, ME 04101 Three Canal Plaza, Suite 100, Portland, ME 04101 |
Vice President
Vice President |
None
None | |||
| Jennifer A. Brunner | Three Canal Plaza, Suite 100, Portland, ME 04101 |
Vice President and Chief Compliance Officer | None | |||
| Kelly B. Whetstone
Susan L. LaFond |
Three Canal Plaza, Suite 100, Portland, ME 04101 Three Canal Plaza, Suite 100, Portland, ME 04101 |
Secretary
Treasurer |
None
None | |||
| Weston Sommers | Three Canal Plaza, Suite 100, Portland, ME 04101 |
Financial and Operations Principal and Chief Financial Officer |
None | |||
(c) Not applicable.
| Item 33. | Location of Accounts and Records. |
Accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder will be maintained by the Registrant at 50 S. LaSalle St., Chicago, IL 60603 and/or by the Registrant’s administrator, transfer agent, fund accounting agent and custodian, The Northern Trust Company, 50 S. LaSalle St., Chicago, IL 60603; the Registrant’s compliance and financial control services service provider, Foreside Fund Officer Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), 3 Canal Plaza, Suite 100, Portland, Maine 04101; the Registrant’s distributor, Foreside Financial Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), 3 Canal Plaza, Suite 100, Portland, Maine 04101; State Farm Investment Management Corp., One State Farm Plaza, Bloomington, IL for certain records of the State Farm Funds; and Northern Trust Investments, Inc., 50 S. LaSalle St. Chicago, IL 60603 for certain records of the State Farm Funds.
| Item 34. | Management Services. Not applicable. |
| Item 35. | Undertakings. None |
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Chicago, State of Illinois, on the 24th day of January, 2025.
| Advisers Investment Trust | ||
| By: | /s/ Barbara J. Nelligan | |
| Barbara J. Nelligan, President | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Barbara J. Nelligan Barbara J. Nelligan |
President (Principal Executive Officer) |
January 24, 2025 | ||
| Robert H. Gordon Robert H. Gordon* |
Trustee | January 24, 2025 | ||
| D’Ray Moore D’Ray Moore* |
Trustee | January 24, 2025 | ||
| Steven R. Sutermeister Steven R. Sutermeister* |
Trustee | January 24, 2025 | ||
| /s/ Troy A. Sheets Troy A. Sheets |
Treasurer (Principal Financial Officer) |
January 24, 2025 | ||
| By: | /s/ Barbara J. Nelligan | |
| Barbara J. Nelligan, as Attorney-in-Fact |
| * | Pursuant to Power of Attorney |
Exhibit Index
| 1. |
Transfer Agency and Service Agreement between Registrant, on behalf of the State Farm Funds, and The Northern Trust Company dated June 5, 2024 | Exhibit (h)(i) | ||
| 2. |
Amendment to Amended and Restated Fund Administration and Accounting Services Agreement dated March 7, 2024 | Exhibit (h)(v) | ||
| 3. |
Legal Consent | Exhibit (i)(ii) | ||
| 4. |
Auditor Consent | Exhibit (j)(i) | ||
| 5. |
Code of Ethics of the Investment Sub-Adviser. Northern Trust Investments, Inc. Code of Ethics dated January 2, 2025 | Exhibit (p)(iii) | ||
| 6. |
Powers of Attorney for D’Ray Moore, Robert Gordon, and Steven R. Sutermeister. | Exhibit (q) | ||
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
XBRL TAXONOMY EXTENSION LABEL LINKBASE
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