As filed with the Securities and Exchange Commission on April 24, 2013

Registration No. 333-187352

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMERICAN BAR ASSOCIATION MEMBERS/

NORTHERN TRUST COLLECTIVE TRUST

(Exact name of registrant as specified in its charter)

Illinois

6799

04-6691601

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

50 South LaSalle Street, Chicago, Illinois 60603

(312) 630-6000

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

Stephen N. Potter, President

Northern Trust Investments, Inc.

50 South LaSalle Street

Chicago, Illinois 60603

(312) 630-6000

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

with copies to:

Dennis V. Osimitz

Andrew H. Shaw

Sidley Austin LLP

One South Dearborn Street

Chicago, IL 60603

(312) 853-7000

Approximate date of commencement of proposed sale to the public:

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

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

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

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

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

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

Large accelerated Filer ¨

Accelerated filer ¨

Non-accelerated filer x

Smaller reporting company ¨

(Do not check if a smaller

reporting company)

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

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Proposed maximum aggregate offering price	Amount of registration fee
Units representing beneficial interests in the All Cap Index Equity Fund	$22,000,000	$3,001
Units representing beneficial interests in the Mid Cap Index Equity Fund	$20,000,000	$2,728
Units representing beneficial interests in the International Index Equity Fund	$5,000,000	$682
Units representing beneficial interests in the 2020 Retirement Date Fund	$69,000,000	$9,412
Units representing beneficial interests in the 2030 Retirement Date Fund	$62,000,000	$8,457
Total Units of beneficial interest	$178,000,000(1)(2)	$24,280(3)

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

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

(3)	The Registrant previously paid $6,275 of this amount in connection with the initial filing of this Registration Statement.

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

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

Subject to completion. Dated April 24, 2013

ABA RETIREMENT FUNDS PROGRAM

AMERICAN BAR ASSOCIATION MEMBERS/NORTHERN TRUST COLLECTIVE TRUST

UNITS OF BENEFICIAL INTEREST

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

•

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

•

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

•

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

•

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

•

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

•

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

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

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

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

For a discussion of the risk factors relating generally to the Program, please refer to page 45. For a discussion of the risk factors applicable to investment in the Units of the respective Funds, please refer to page 54 (Stable Asset Return Fund), page 59 (Bond Core Plus Fund), page 62 (Large Cap Equity Fund), page 65 (Small-Mid Cap Equity Fund), page 69 (International All Cap Equity Fund), page 73 (Global All Cap Equity Fund), page 77 (Bond Index Fund), page 79 (Large Cap Index Equity Fund), page 81 (All Cap Index Equity Fund), page 83 (Mid Cap Index Equity Fund), page 86 (Small Cap Index Equity Fund), page 88 (International Index Equity Fund), page 92 (Real Asset Return Fund), page 98 (Alternative Alpha Fund), page 111 (Retirement Date Funds) and page 117 (Target Risk Funds).

The offering of Units with a proposed offering price of approximately $1.9 billion under the Registration Statements to which this prospectus relates represents 45% of the total value of Units outstanding as of December 31, 2012. The Units will be offered based on the respective net asset values of the Funds as determined from time to time. Such net asset values are calculated as of the close of the regular trading session of the New York Stock Exchange on each Business Day.

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

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

The date of this prospectus is April , 2013.

MANAGED FUNDS

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

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

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

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

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

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

INDEX FUNDS

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

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

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

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

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

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

REAL ASSET RETURN FUND

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

ALTERNATIVE ALPHA FUND

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

RETIREMENT DATE FUNDS

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

TARGET RISK FUNDS

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

TABLE OF CONTENTS


	Page
Special Note Regarding Forward-Looking Statements		1
Prospectus Summary		2
Risk Factors Relating Generally to the Program		45
The Program		49
Description of Investment Options		50
Managed Funds		52
Stable Asset Return Fund		52
Risk Factors		54
Bond Core Plus Fund		58
Risk Factors		59
Large Cap Equity Fund		62
Risk Factors		62
Small-Mid Cap Equity Fund		64
Risk Factors		65
International All Cap Equity Fund		68
Risk Factors		69
Global All Cap Equity Fund		72
Risk Factors		73
Index Funds		76
Bond Index Fund		76
Risk Factors		77
Large Cap Index Equity Fund		79
Risk Factors		79
All Cap Index Equity Fund		81
Risk Factors		81
Mid Cap Index Equity Fund		83
Risk Factors		83
Small Cap Index Equity Fund		85
Risk Factors		86
International Index Equity Fund		88
Risk Factors		88
Real Asset Return Fund		91
Risk Factors		92
Alternative Alpha Fund		95
Risk Factors		98
Retirement Date Funds		105
Risk Factors		111
Target Risk Funds		115
Risk Factors		117
Balanced Fund		119
Risk Factors		120
Information with Respect to the Funds		124
Valuation of Units		126
Derivative Instruments		127
Investment Advisors		132
Self-Directed Brokerage Accounts		133
Adoption of Program		133
Northern Trust and Northern Trust Investments		135
ING Life and ING Services		139
ABA Retirement Funds		139
Contributions and Investment Selection		140
Transfers Among Investment Options and Withdrawals		143
Deductions and Fees		146
ERISA and Fiduciary Obligations		154
Regulation of Collective Trust		156
Federal Income Tax Considerations		158
Taxation of Collective Trust		161
Legal Matters		162
Experts		162
Where You Can Find More Information		162

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

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

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

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

PROSPECTUS SUMMARY

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

The Program

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

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

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

Investment Options

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

Managed Funds

The Collective Trust offers six Managed Funds, each of which is actively managed. The Stable Asset Return Fund invests primarily in high quality fixed-income instruments and investment contracts. The Bond Core Plus

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

Index Funds

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

Real Asset Return Fund

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

Alternative Alpha Fund

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

Retirement Date Funds

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

Target Risk Funds

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

Self-Directed Brokerage Account

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

Investment Options

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

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

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

SUMMARY OF FUNDS*

Managed Funds

Stable Asset
Return Fund

Bond Core
Plus Fund

Large Cap
Equity Fund

Small-Mid Cap
Equity Fund

International All Cap
Equity Fund

Global All Cap
Equity Fund(1)

Investment Objective:

Current income consistent with preserving principal and maintaining liquidity

Total return

from capital

appreciation

and current income

Long-term growth of capital

Invests Primarily In:

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

Debt securities of

various maturities

U.S. equities with

capitalization

in excess of $1 billion

U.S. equities with

capitalization

between $100 million and $20 billion

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

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

Risk to Principal:

Low risk to principal

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

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

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

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

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

Primary Source of Potential Return:

Interest income

Interest income and capital appreciation

Capital appreciation

Estimated Maturity or Duration:

2.33 years(3)

6.31 years duration(3)

N/A

Anticipated Volatility of Return:

Subject to interest rate fluctuation

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

Comparable to the Russell 1000^® Index

Comparable to the Russell 2500™ Index

Comparable to the MSCI ACWI ex-US Index

Comparable to the MSCI ACWI Index

Transfer Permitted:(2)

Daily

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

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

(2)

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

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

SUMMARY OF FUNDS

Index Funds(1)

Bond
Index
Fund(2)

Large Cap
Index
Equity
Fund(3)

All Cap
Index
Equity
Fund(4)

Mid Cap
Index
Equity
Fund(5)

Small Cap
Index
Equity
Fund(6)

International
Index
Equity
Fund(7)

Investment Objective:

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

Replication of the total return of the S&P 500

Replication of the total return of the Russell 3000 Index

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

Replication of the total return of the Russell 2000^® Index

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

Invests Primarily In:

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

The common stocks included in the S&P 500

The common stocks included in the Russell 3000 Index

The common stocks included in the S&P MidCap 400

The common stocks included in the Russell 2000 Index

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

Risk to Principal:

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

Average for a U.S. equity fund

Average for a diversified U.S. equity fund

Above average for a U.S. equity fund

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

Primary Source of Potential Return:

Interest income and capital appreciation

Capital appreciation and dividend income

Capital appreciation

Estimated Maturity or Duration:

6.86 years(8)

N/A

Anticipated Volatility of Return:

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

Comparable to the S&P 500

Comparable to the Russell 3000 Index

Comparable to the S&P MidCap 400

Comparable to the Russell 2000 Index

Comparable to the MSCI ACWI ex-US Index

Transfer Permitted:(9)

Daily

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

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

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

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

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

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

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

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

(9)

SUMMARY OF FUNDS

Real Asset Return Fund(1)

Alternative Alpha Fund(2)

Investment Objective:

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

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

Invests Primarily In:

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

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

Allocates Assets As of the Date Hereof To:

REIT Index NL Fund

10% to 40%

Wellington Trust Real Total

TIPS NL Fund

20% to 60%

Return Portfolio

Commodity Index NL Fund

10% to 40%

AQR Risk Parity Fund

Cash Equivalents

0% to 20%

Risk to Principal:

Below average risk to principal

Above average risk to principal

Primary Source of Potential Return:

Capital appreciation and income

Capital appreciation

Estimated Maturity or Duration:

N/A

Anticipated Volatility of Return:

Less than the S&P 500

Transfer Permitted:(3)

Daily

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

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

(3)

SUMMARY OF FUNDS


	Retirement Date Funds(1)
	Lifetime Income Retirement Date Fund				2010 Retirement Date Fund				2020 Retirement Date Fund
Investment Objectives:	Avoidance of significant loss of principal for those who are considerably beyond their retirement date				A mix of long-term capital appreciation and stability of principal for those whose retirement date occurred in or around 2010				A mix of long-term capital appreciation and stability of principal for those planning to retire in or around 2020
Allocates Assets in 2013 To:(2)	Fixed-Income:			65.0%	Fixed-Income:			58.8%	Fixed-Income:			34.3%
	Long Government Bond Fund	0.0	%		Long Government Bond Fund	8.7	%		Long Government Bond Fund	20.0	%
	Bond Market Index Fund	20.0			Bond Market Index Fund	17.5			Bond Market Index Fund	4.8
	High Yield Bond Fund	7.0			High Yield Bond Fund	6.9			High Yield Bond Fund	5.6
	Short Government/Credit Bond Fund	20.0			Short Government/ Credit Bond Fund	8.8			Short Government/ Credit Bond Fund	0.0
	TIPS Fund	18.0			TIPS Fund	16.9			TIPS Fund	4.0
	Equity:			26.5%	Equity:			32.8%	Equity:			61.0%
	S&P 500 Index Fund	17.0	%		S&P 500 Index Fund	21.1	%		S&P 500 Index Fund	34.0	%
	MSCI ACWI ex-US IMI Index Fund	6.2			MSCI ACWI ex-US IMI Index Fund	8.0			MSCI ACWI ex-US IMI Index Fund	18.3
	S&P MidCap Index Fund	3.3			S&P MidCap Index Fund	3.6			S&P MidCap Index Fund	8.7
	Russell 2000 Index Fund	1.7
	Other:			8.5%	Other:			8.5%	Other:			3.5%
	Real Estate Fund	5.0	%		Real Estate Fund	5.0	%		Real Estate Fund	0.0	%
	Commodities Index Fund	3.5	%		Commodities Index Fund	3.5	%		Commodities Index Fund	3.5	%
Transfer Permitted:(3)	Daily				Daily				Daily

	2030 Retirement Date Fund				2040 Retirement Date Fund				2050 Retirement Date Fund
Investment Objectives:	Mostly long-term capital appreciation for those planning to retire in or around 2030				Long-term capital appreciation for those planning to retire in or around 2040				Long-term capital appreciation for those planning to retire in or around 2050
Allocates Assets in 2013 To:(2)	Fixed-Income:			19.5%	Fixed-Income:			10.0%	Fixed-Income:			10.0%
	Long Government Bond Fund	19.5	%		Long Government Bond Fund	10.0	%		Long Government Bond Fund	10.0	%
	Bond Market Index Fund	0.0			Bond Market Index Fund	0.0			Bond Market Index Fund	0.0
	High Yield Bond Fund	0.0			High Yield Bond Fund	0.0			High Yield Bond Fund	0.0
	Short Government/Credit Bond Fund	0.0			Short Government/Credit Bond Fund	0.0			Short Government/Credit Bond Fund	0.0
	TIPS Fund	0.0			TIPS Fund	0.0			TIPS Fund	0.0
	Equity:			77.0%	Equity:			86.5%	Equity:			86.5%
	S&P 500 Index Fund	39.8	%		S&P 500 Index Fund	40.4	%		S&P 500 Index Fund	40.4	%
	MSCI ACWI ex-US IMI Index Fund	23.8			MSCI ACWI ex-US IMI Index Fund	28.2			MSCI ACWI ex-US IMI Index Fund	28.2
	S&P MidCap Index Fund	13.5			S&P MidCap Index Fund	18.0			S&P MidCap Index Fund	18.0
	Other:			3.5%	Other:			3.5%	Other:			3.5%
	Real Estate Fund	0.0	%		Real Estate Fund	0.0	%		Real Estate Fund	0.0	%
	Commodities Index Fund	3.5	%		Commodities Index Fund	3.5	%		Commodities Index Fund	3.5	%
Transfer Permitted:(3)	Daily				Daily				Daily

(1)

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

(2)

Except for the Lifetime Income Retirement Date Fund, reallocations will result in asset allocations becoming progressively more conservative as the year in which the Retirement Date Fund will reach its most conservative investment mix draws nearer. The target retirement date for each Retirement Date Fund, other than the Lifetime Income Retirement Date Fund, is the year specified in the Retirement Date Fund’s name. By the year 2015, the 2010 Retirement Date Fund will be (and will remain) invested in its most conservative mix of fixed income, equity and real estate

securities and commodities, on or about which time those assets will be transferred to the Lifetime Income Retirement Date Fund and the 2010 Retirement Date Fund will be terminated. Each of the other Retirement Date Funds will be treated similarly five years after the target retirement date has been reached for such Retirement Date Fund.

(3)

SUMMARY OF FUNDS


	Target Risk Funds(1)
	Conservative Risk Fund				Moderate Risk Fund				Aggressive Risk Fund
Investment Objectives:	Higher current investment income and some capital appreciation				Current investment income and greater capital appreciation				Long-term growth of capital and lower current investment income
Allocates Assets As of the Date Hereof To:	Equity:			26.0%	Equity:			53.3%	Equity:			79.0%
	Russell 3000 Index NL Fund	12.5	%		Russell 3000 Index NL Fund	28.7	%		Russell 3000 Index NL Fund	44.0	%
	Daily EAFE NL Fund	8.5			MSCI ACWI ex-US NL Index	19.6			MSCI ACWI ex-US NL Index	30.0
	REIT NL Index Fund	5.0			REIT Index NL Fund	5.0			REIT Index NL Fund	5.0
	Fixed-Income:			74.0%	Fixed-Income:			44.6%	Fixed-Income:			17.0%
	Bond Market Index NL Fund	57.0	%		Bond Market Index NL Fund	35.4	%		Bond Market Index NL Fund	15.0	%
	TIPS NL Fund	12.0			TIPS NL Fund	6.9			TIPS NL Fund	2.0
	Short-Term Fund	5.0			Short-Term Fund	2.3
					Other:			2.1%	Other:			4.0%
					Commodity Index NL Fund	2.1	%		Commodity Index NL Fund	4.0	%
Transfer Permitted:(2)	Daily				Daily				Daily

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

(2)

The Units

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

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

Eligible Employers and Participants

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

Plans Available Under the Program

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

The ABA Members Trusts

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

HISTORICAL RETURN INFORMATION

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

The following table shows, with respect to each of the Funds, the total annual return, after expenses, over one-year, five-year and ten-year periods ended December 31, 2012, or since inception, if shorter. After-tax returns are not included inasmuch as the Program is available only to tax-qualified employee retirement plans which are not subject to federal income tax. The table also provides average annual returns for comparative market indices for each of these Funds. The market indices shown generally do not include an allowance for fees and expenses that an investor would pay to invest in the securities that comprise the index or expenses related to the operation of the Funds such as recordkeeping fees. Investment Advisor(s) to a Fund may change over time, and the Funds may have employed different investment strategies and guidelines during various periods for which performance is shown. Additionally, there have been changes in fees and expenses applicable to the Funds during the periods for which performance is shown, and performance shown would have been different had current fees and expenses been applicable for the entire period(s). Note that the reported performance of the Funds has been reduced by, among other expenses, the program expense fee that pays for, among other things, the recordkeeping for and administration of the plans maintained under the Program. The past performance of a Fund or an index shown is no guarantee of future performance.


	Periods Ended December 31, 2012
Average Annual Total Returns(1)	1 Year			5 Year			Shorter of 10 Years or Since Inception(2)			Inception Date
Managed Funds
Stable Asset Return Fund(3)		1.36	%		1.89	%		2.76	%		09/05/95
Hybrid Benchmark		0.38	%		2.19	%		2.89	%
Bond Core Plus Fund		6.94	%		6.28	%		5.33	%		09/05/95
Barclays Capital U.S. Aggregate Bond Index		4.21	%		5.95	%		5.18	%
Large Cap Equity Fund		15.22	%		—			14.94	%		07/02/09
Russell 1000 Index		16.42	%		—			16.00	%
Small-Mid Cap Equity Fund		13.13	%		—			15.32	%		07/02/09
Russell 2500 Index		17.88	%		—			18.53	%
International All Cap Equity Fund(4)(5)		17.78	%		-3.25	%		7.70	%		09/05/95
MSCI ACWI ex-US Index		16.83	%		-2.89	%		9.74	%
Global All Cap Equity Fund		—			—			13.85	%		01/17/12
Composite Benchmark		—			—			12.79	%
Index Funds
Bond Index Fund(6)		3.34	%		—			5.62	%		02/03/09
Barclays Capital U.S. Aggregate Bond Index(7)		4.21	%		—			6.50	%
Large Cap Index Equity Fund(6)		15.16	%		—			15.21	%		02/09/09
S&P 500		16.00	%		—			15.98	%
All Cap Index Equity Fund		15.50	%		1.39	%		7.07	%		09/05/95
Russell 3000 Index		16.42	%		2.04	%		7.68	%
Mid Cap Index Equity Fund(6)		16.99	%		—			21.82	%		02/03/09
S&P MidCap 400		17.88	%		—			21.81	%
Small Cap Index Equity Fund(6)		15.43	%		—			19.90	%		02/03/09
Russell 2000 Index		16.35	%		—			19.30	%
International Index Equity Fund(5)(6)		16.98	%		—			18.78	%		03/03/09
MSCI ACWI ex-US Index		16.83	%		—			20.13	%
Real Asset Return Fund
Real Asset Return Fund		6.64	%		—			13.39	%		07/07/09
Composite Benchmark(8)		7.66	%		—			14.16	%
Alternative Alpha Fund
Alternative Alpha Fund		—			—			7.58	%		01/17/12
Composite Benchmark		—			—			8.43	%
Retirement Date Funds
Lifetime Income Retirement Date Fund		8.81	%		3.93	%		4.74	%		08/09/06
Composite Benchmark(9)		9.77	%		4.80	%		5.63	%
2010 Retirement Date Fund		10.20	%		4.17	%		5.23	%		08/08/06
Composite Benchmark(9)		11.08	%		4.75	%		5.92	%
2020 Retirement Date Fund		12.99	%		3.62	%		5.36	%		08/02/06
Composite Benchmark(9)		13.66	%		4.11	%		5.84	%
2030 Retirement Date Fund		14.08	%		2.61	%		4.82	%		08/02/06
Composite Benchmark(9)		14.75	%		3.13	%		5.30	%
2040 Retirement Date Fund		15.12	%		1.84	%		4.26	%		08/03/06
Composite Benchmark(9)		15.82	%		2.42	%		4.90	%
2050 Retirement Date Fund		—			—			12.08	%		01/17/12
Composite Benchmark(9)		—			—			12.68	%
Target Risk Funds
Conservative Risk Fund		6.87	%		—			8.98	%		07/07/09
Composite Benchmark(10)		7.63	%		—			9.86	%
Moderate Risk Fund		10.45	%		—			11.36	%		07/07/09
Composite Benchmark(10)		11.13	%		—			12.33	%
Aggressive Risk Fund		13.36	%		—			13.58	%		07/07/09
Composite Benchmark(10)		13.99	%		—			14.31	%

(1)

During 2012, the Managed Funds (except for the Stable Asset Return Fund) participated to varying degrees in the securities lending program described under “Information with Respect to the Funds—Loans of Portfolio Securities.” The cash collateral received by these Funds in connection with the securities lending program has been invested in a cash collateral pool known as the ABA Members Collateral Fund (the “cash collateral pool”) that utilizes constant ($1.00 per unit) amortized cost pricing although the ABA Members Collateral Fund, at December 31, 2012 had an average value, on a mark-to-market basis, of a lower amount per unit. The returns shown in the table above are based on amortized cost pricing of this cash collateral pool because such Funds have effected purchases and redemptions of interests therein, and purchases and redemptions of Units of these Funds were effected, at net asset values not reflective of mark-to-market valuations. See “Risk Factors Relating Generally to the Program—Risks Related to Securities Lending.”

(2)	Inception to date returns are annualized for Funds with at least 1 year of performance history. Where a Fund has greater than 10 years of performance history, the 10 year annualized return is reported.

(3)

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

(4)	On or about July 7, 2009, the International All Cap Equity Fund engaged a new line-up of Investment Advisors.

(5)

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

(6)

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

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

(8)

The benchmark for the Real Asset Return Fund is a Composite Benchmark. Composite Benchmark since inception data reflects performance from July 7, 2009. The Composite Benchmark is the composite investment record of the benchmarks for the three underlying asset classes to which the Real Asset Return Fund allocates assets. The benchmarks comprising the Composite Benchmark are the Dow Jones U.S. Select REIT Index, the Dow Jones-UBS Commodity Index and the Barclays Capital U.S. Treasury Inflation Protected Securities Index and are weighted based on the Fund’s target allocations to the asset classes to which such benchmarks relate. See “Real Asset Return Fund.”

(9)

Composite Benchmark since inception data reflects performance from August 1, 2006 for the Retirement Date Funds (except the 2050 Retirement Date Fund). The Composite Benchmark since inception data for the 2050 Retirement Date Fund reflects performance from January 17, 2012. The Composite Benchmark for each of the Retirement Date Funds is the composite investment record of the respective benchmarks for the underlying asset classes to which the respective Retirement Date Funds allocate assets from time to time. Effective from and after March 31, 2011, the respective benchmarks comprising the Composite Benchmarks have included some or all of the Barclays Capital U.S. Long Government Bond Index, the Barclays Capital U.S. Aggregate Bond Index, the Barclays Capital U.S. High Yield Very Liquid Index, the Barclays Capital 1-3 Year Government/Credit Index, the Barclays Capital U.S. Treasury Inflation Protected Securities Index, the S&P 500, the MSCI ACWI ex-US IMI Index, the S&P MidCap 400, the Russell 2000 Index and the FTSE EPRA/NAREIT Global Developed Liquid Index and are weighted based on each Fund’s respective target allocations to the asset classes to which such benchmarks relate.

(10)

Composite Benchmark since inception data reflects performance from July 7, 2009. The Composite Benchmark for each of the Target Risk Funds is the composite investment record of the respective benchmarks for the underlying asset classes to which the respective Target Risk Funds allocate assets. The respective benchmarks comprising the Composite Benchmarks currently include some or all of the Barclays Capital U.S. Aggregate Bond Index, the Barclays Capital U.S. Treasury Inflation Protected Securities Index, the Dow Jones U.S. Select REIT Index, the Dow Jones-UBS Commodity Index, the Russell 3000 Index, the Merrill Lynch 3-Month T-Bill, the MSCI EAFE Index and the MSCI ACWI ex-US Index and are weighted based on each Fund’s respective target allocations to the asset classes to which such benchmarks relate. See “Target Risk Funds.”

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

Summary of Deductions and Fees

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


	Investment Advisor Fees(1)			Program Expense Fees(1)			Trust, Management and Administration Fee and Other Fees(1)(2)(3)			Acquired Fund Fees and Expenses(1)(4)			Total Fees			Approximate Assets as of December 31, 2012 (in millions)(1)
Managed Funds
Stable Asset Return Fund		0.148	%		0.567	%		0.161	%		0.001	%		0.877	%	$	963
Bond Core Plus Fund		0.250	%		0.567	%		0.161	%		0.000	%		0.978	%		383
Large Cap Equity Fund		0.291	%		0.567	%		0.161	%		0.001	%		1.020	%		727
Small-Mid Cap Equity Fund		0.477	%		0.567	%		0.161	%		0.001	%		1.206	%		260
International All Cap Equity Fund		0.480	%		0.567	%		0.161	%		0.001	%		1.209	%		150
Global All Cap Equity Fund(5)		—			—			—			1.142	%		1.142	%		2
Index Funds
Bond Index Fund		0.040	%		0.567	%		0.161	%		0.020	%		0.788	%		100
Large Cap Index Equity Fund		0.020	%		0.567	%		0.161	%		0.010	%		0.758	%		104
All Cap Index Equity Fund		0.040	%		0.567	%		0.161	%		0.020	%		0.788	%		285
Mid Cap Index Equity Fund		0.040	%		0.567	%		0.161	%		0.020	%		0.788	%		76
Small Cap Index Equity Fund		0.040	%		0.567	%		0.161	%		0.020	%		0.788	%		42
International Index Equity Fund		0.120	%		0.567	%		0.161	%		0.040	%		0.888	%		68
Real Asset Return Fund		0.078	%		0.567	%		0.161	%		0.018	%		0.824	%		32
Alternative Alpha Fund(6)		—			0.527	%		0.161	%		0.714	%		1.402	%		1
Retirement Date Funds
Lifetime Income Retirement Date Fund		0.100	%		0.567	%		0.187	%		0.030	%		0.884	%		47
2010 Retirement Date Fund		0.100	%		0.567	%		0.187	%		0.030	%		0.884	%		83
2020 Retirement Date Fund		0.100	%		0.567	%		0.187	%		0.030	%		0.884	%		207
2030 Retirement Date Fund		0.100	%		0.567	%		0.187	%		0.030	%		0.884	%		156
2040 Retirement Date Fund		0.100	%		0.567	%		0.187	%		0.030	%		0.884	%		101
2050 Retirement Date Fund		0.100	%		0.567	%		0.187	%		0.030	%		0.884	%		2
Target Risk Funds
Conservative Risk Fund		0.042	%		0.567	%		0.161	%		0.022	%		0.792	%		37
Moderate Risk Fund		0.055	%		0.567	%		0.161	%		0.024	%		0.807	%		63
Aggressive Risk Fund		0.063	%		0.567	%		0.161	%		0.026	%		0.817	%		23

(1)

This table is based on approximate assets of the Collective Trust as of December 31, 2012, which totaled $3,910 million, and of each Fund as of such date, the estimated annualized fees and expenses as then in effect and the approximate allocation of the Collective Trust’s assets among the investment options and the Balanced Fund as of that date. For purposes of this table, Balanced Fund assets invested through the Bond Core Plus Fund and the Large Cap Equity Fund are reflected under the Bond Core Plus Fund and the Large Cap Equity Fund, respectively, and fees payable by the Bond Core Plus Fund and the Large Cap Equity Fund attributable to assets of the Balanced Fund invested therein are assumed to be payable by the Bond

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

(2)	The Trust, Management and Administration Fee is .089% of the assets of each Fund, excluding the Retirement Date Funds. The Trust, Management and Administration Fee for the Retirement Date Funds is .115% of the assets of each such Fund.

(3)	The Other Fees are .072% of assets of each Fund. Other Fees include the amortization of deductions and fees relating to recurring operational expenses, such as printing, legal, registration, consulting and auditing expenses.

(4)

Each Fund invests at least some of its assets through other commingled investment vehicles, including those maintained by State Street Bank and/or short-term cash-equivalent commingled investment vehicles maintained by Northern Trust Investments or its affiliates. As a result, investors in the Funds indirectly bear expenses of those underlying commingled investment funds, including audit, administration and legal fees.

(5)

The Global All Cap Equity Fund pays no Investment Advisor fees, Program Expense Fees or Trust, Management and Administration Fee directly. These fees are payable by the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund through which the Global All Cap Equity Fund invests, are included as Acquired Fund Fees and Expenses.

(6)

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

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


	1 Year		3 Years		5 Years		10 Years
Managed Funds
Stable Asset Return Fund	$	90	$	280	$	486	$	1081
Bond Core Plus Fund	$	100	$	311	$	541	$	1199
Large Cap Equity Fund	$	104	$	325	$	563	$	1248
Small-Mid Cap Equity Fund	$	123	$	383	$	663	$	1461
International All Cap Equity Fund	$	123	$	384	$	664	$	1465
Global All Cap Equity Fund	$	116	$	363	$	629	$	1388

Index Funds
Bond Index Fund	$	80	$	252	$	438	$	976
Large Cap Index Equity Fund	$	77	$	242	$	421	$	940
All Cap Index Equity Fund	$	80	$	252	$	438	$	976
Mid Cap Index Equity Fund	$	80	$	252	$	438	$	976
Small Cap Index Equity Fund	$	80	$	252	$	438	$	976
International Index Equity Fund	$	91	$	283	$	492	$	1094

Real Asset Return Fund	$	84	$	263	$	457	$	1018

Alternative Alpha Fund	$	143	$	444	$	767	$	1682

Retirement Date Funds
Lifetime Income Retirement Date Fund	$	90	$	282	$	490	$	1089
2010 Retirement Date Fund	$	90	$	282	$	490	$	1089
2020 Retirement Date Fund	$	90	$	282	$	490	$	1089
2030 Retirement Date Fund	$	90	$	282	$	490	$	1089
2040 Retirement Date Fund	$	90	$	282	$	490	$	1089
2050 Retirement Date Fund	$	90	$	282	$	490	$	1089

Target Risk Funds
Conservative Risk Fund	$	81	$	253	$	440	$	980
Moderate Risk Fund	$	82	$	258	$	448	$	998
Aggressive Risk Fund	$	83	$	261	$	453	$	1010

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

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

SUMMARY FINANCIAL DATA

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

Managed Funds

Stable Asset Return Fund:


	For the year ended December 31,
	2012			2011			2010			2009			2008
Investment income†	$	0.81		$	0.73		$	0.73		$	0.96		$	1.47
Expenses†,††		(0.32	)		(0.32	)		(0.30	)		(0.28	)		(0.20	)

Net investment income (loss)		0.49			0.41			0.43			0.68			1.27
Distributions of net investment income		—			—			—			—			—

Net increase (decrease) in unit value		0.49			0.41			0.43			0.68			1.27
Net asset value at beginning of year		36.06			35.65			35.22			34.54			33.27

Net asset value at end of year	$	36.55		$	36.06		$	35.65		$	35.22		$	34.54

Ratio of expenses to average net assets††		0.89	%		0.91	%		0.85	%		0.81	%		0.58	%
Ratio of net investment income (loss) to average net assets		1.34	%		1.14	%		1.22	%		1.95	%		3.73	%
Total return		1.36	%		1.15	%		1.22	%		1.97	%		3.82	%

Net assets at end of year (in thousands)	$	962,947		$	983,174		$	972,289		$	1,006,993		$	967,092

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

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

Bond Core Plus Fund:


	Year ended December 31,
	2012			2011			2010			2009			2008
Investment income†	$	0.80		$	0.88		$	0.84		$	1.14		$	1.21
Expenses†,††		(0.28	)		(0.27	)		(0.27	)		(0.25	)		(0.18	)

Net investment income (loss)		0.52			0.61			0.57			0.89			1.03
Net realized and unrealized gain (loss)		1.37			1.00			0.95			1.21			(0.51	)

Net increase (decrease) in unit value		1.89			1.61			1.52			2.10			0.52
Net asset value at beginning of period		27.22			25.61			24.09			21.99			21.47

Net asset value at end of period	$	29.11		$	27.22		$	25.61		$	24.09		$	21.99

Ratio of expenses to average net assets††		0.99	%		1.01	%		1.09	%		1.09	%		0.84	%
Ratio of net investment income (loss) to average net assets		1.83	%		2.34	%		2.24	%		3.88	%		4.73	%
Portfolio turnover†††		505	%		278	%		1,164	%		1,422	%		806	%
Total return		6.94	%		6.29	%		6.31	%		9.55	%		2.42	%

Net assets at end of period (in thousands)	$	382,300		$	373,901		$	379,152		$	386,246		$	398,724

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

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

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

Large Cap Equity Fund:


	Year ended December 31,									For the period July 2, 2009(a) to December 31, 2009
	2012			2011			2010			For the period July 2, 2009(a) to December 31, 2009
Investment income†	$	0.31		$	0.25		$	0.20		$	0.07
Expenses†,††		(0.16	)		(0.15	)		(0.14	)		(0.07	)

Net investment income (loss)		0.15			0.10			0.06			—
Net realized and unrealized gain (loss)		2.00			—	(b)		1.82			2.15

Net increase (decrease) in unit value		2.15			0.10			1.88			2.15
Net asset value at beginning of period		14.13			14.03			12.15			10.00

Net asset value at end of period	$	16.28		$	14.13		$	14.03		$	12.15

Ratio of expenses to average net assets*,††		1.03	%		1.05	%		1.08	%		1.17	%
Ratio of net investment income (loss) to average net assets*		0.92	%		0.72	%		0.54	%		0.11	%
Portfolio turnover**,†††		41	%		55	%		118	%		68	%
Total return**		15.22	%		0.71	%		15.47	%		21.50	%

Net assets at end of period (in thousands)	$	725,883		$	707,936		$	806,936		$	811,636

(a)	Commencement of operations.

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

*	Annualized for periods less than one year.

**	Not annualized for periods less than one year.

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

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

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

Small-Mid Cap Equity Fund:


	Year ended December 31,									For the period July 2, 2009(a) to December 31, 2009
	2012			2011			2010			For the period July 2, 2009(a) to December 31, 2009
Investment income†	$	0.31		$	0.23		$	0.22		$	0.11
Expenses†,††		(0.21	)		(0.21	)		(0.19	)		(0.09	)

Net investment income (loss)		0.10			0.02			0.03			0.02
Net realized and unrealized gain (loss)		2.00			(0.59	)		3.21			2.30

Net increase (decrease) in unit value		2.10			(0.57	)		3.24			2.32
Net asset value at beginning of period		15.99			16.56			13.32			11.00

Net asset value at end of period	$	18.09		$	15.99		$	16.56		$	13.32

Ratio of expenses to average net assets*,††		1.22	%		1.25	%		1.29	%		1.44	%
Ratio of net investment income (loss) to average net assets*		0.54	%		0.13	%		0.23	%		0.29	%
Portfolio turnover**,†††		63	%		116	%		104	%		61	%
Total return**		13.13	%		(3.44	)%		24.32	%		21.09	%

Net assets at end of period (in thousands)	$	260,122		$	260,256		$	309,651		$	283,199

(a)	Commencement of operations.

*	Annualized for the periods less than one year.

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

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

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

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

International All Cap Equity Fund:


	Year ended December 31,
	2012			2011			2010			2009			2008
Investment income†	$	0.80		$	0.82		$	0.67		$	0.66		$	1.27
Expenses†,††		(0.32	)		(0.34	)		(0.32	)		(0.29	)		(0.31	)

Net investment income (loss)		0.48			0.48			0.35			0.37			0.96
Net realized and unrealized gain (loss)		3.86			(3.37	)		2.04			6.10			(16.45	)

Net increase (decrease) in unit value		4.34			(2.89	)		2.39			6.47			(15.49	)
Net asset value at beginning of period		24.41			27.30			24.91			18.44			33.93

Net asset value at end of period	$	28.75		$	24.41		$	27.30		$	24.91		$	18.44

Ratio of expenses to average net assets††		1.22	%		1.27	%		1.29	%		1.37	%		1.13	%
Ratio of net investment income (loss) to average net assets		1.83	%		1.78	%		1.42	%		1.77	%		3.45	%
Portfolio turnover†††		101	%		45	%		102	%		160	%		33	%
Total return		17.78	%		(10.59	)%		9.59	%		35.09	%		(45.65	)%

Net assets at end of period (in thousands)	$	150,194		$	141,052		$	172,073		$	165,528		$	133,960

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

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

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

Global All Cap Equity Fund:


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

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

Net asset value at end of period	$	17.15

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

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

(a)	Commencement of operations.

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

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

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

*	Annualized.

**	Not annualized.

†

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

Index Funds

Bond Index Fund:


	Year ended December 31,									For the period February 3, 2009(a) to December 31, 2009
	2012			2011			2010			For the period February 3, 2009(a) to December 31, 2009
Investment income†	$	—		$	—		$	—		$	—
Expenses†,††		(0.11	)		(0.10	)		(0.10	)		(0.09	)

Net investment income (loss)		(0.11	)		(0.10	)		(0.10	)		(0.09	)
Net realized and unrealized gain (loss)		0.55			0.96			0.77			0.74

Net increase (decrease) in unit value		0.44			0.86			0.67			0.65
Net asset value at beginning of period		13.18			12.32			11.65			11.00

Net asset value at end of period	$	13.62		$	13.18		$	12.32		$	11.65

Ratio of expenses to average net assets*,††		0.78	%		0.79	%		0.85	%		0.88	%
Ratio of net investment income (loss) to average net assets*		(0.78	)%		(0.79	)%		(0.85	)%		(0.88	)%
Portfolio turnover**,†††		15	%		12	%		16	%		158	%
Total return**		3.34	%		6.98	%		5.75	%		5.91	%

Net assets at end of period (in thousands)	$	100,317		$	82,386		$	56,399		$	35,769

(a)	Commencement of operations.

*	Annualized for the periods less than one year.

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

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

††

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

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

Large Cap Index Equity Fund:


	Year ended December 31,									For the period February 9, 2009(a) to December 31, 2009
	2012			2011			2010			For the period February 9, 2009(a) to December 31, 2009
Investment income†	$	—	(b)	$	—		$	—		$	—
Expenses†,††		(0.15	)		(0.14	)		(0.13	)		(0.11	)

Net investment income (loss)		(0.15	)		(0.14	)		(0.13	)		(0.11	)
Net realized and unrealized gain (loss)		2.90			.38			2.35			3.79

Net increase (decrease) in unit value		2.75			0.24			2.22			3.68
Net asset value at beginning of period		18.14			17.90			15.68			12.00

Net asset value at end of period	$	20.89		$	18.14		$	17.90		$	15.68

Ratio of expenses to average net assets*,††		0.76	%		0.78	%		0.81	%		0.87	%
Ratio of net investment income (loss) to average net assets*		(0.76	)%		(0.78	)%		(0.81	)%		(0.87	)%
Portfolio turnover**,†††		9	%		21	%		23	%		159	%
Total return**		15.16	%		1.34	%		14.16	%		30.67	%

Net assets at end of period (in thousands)	$	104,387		$	67,975		$	55,091		$	34,242

(a)	Commencement of operations.

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

*	Annualized for the periods less than one year.

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

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

††

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

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

All Cap Index Equity Fund:


	Year ended December 31,
	2012			2011			2010			2009			2008
Investment income†	$	—		$	—		$	—		$	0.03		$	0.03
Expenses†,††		(0.31	)		(0.29	)		(0.27	)		(0.22	)		(0.18	)

Net investment income (loss)		(0.31	)		(0.29	)		(0.27	)		(0.19	)		(0.15	)
Net realized and unrealized gain (loss)		5.84			0.42			5.21			6.93			(14.44	)

Net increase (decrease) in unit value		5.53			0.13			4.94			6.74			(14.59	)
Net asset value at beginning of period		35.67			35.54			30.60			23.86			38.45

Net asset value at end of period	$	41.20		$	35.67		$	35.54		$	30.60		$	23.86

Ratio of expenses to average net assets††		0.78	%		0.82	%		0.85	%		0.87	%		0.56	%
Ratio of net investment income (loss) to average net assets		(0.78	)%		(0.82	)%		(0.85	)%		(0.76	)%		(0.47	)%
Portfolio turnover†††		3	%		4	%		71	%		153	%		3	%
Total return		15.50	%		0.37	%		16.14	%		28.25	%		(37.95	)%

Net assets at end of period (in thousands)	$	285,415		$	266,476		$	293,142		$	266,484		$	221,260

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

††

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

Mid Cap Index Equity Fund:


	Year ended December 31,									For the period February 3, 2009(a) to December 31, 2009
	2012			2011			2010			For the period February 3, 2009(a) to December 31, 2009
Investment income†	$	—		$	—		$	—		$	—
Expenses†,††		(0.21	)		(0.20	)		(0.18	)		(0.15	)

Net investment income (loss)		(0.21	)		(0.20	)		(0.18	)		(0.15	)
Net realized and unrealized gain (loss)		4.30			(0.42	)		5.21			6.81

Net increase (decrease) in unit value		4.09			(0.62	)		5.03			6.66
Net asset value at beginning of period		24.07			24.69			19.66			13.00

Net asset value at end of period	$	28.16		$	24.07		$	24.69		$	19.66

Ratio of expenses to average net assets*,††		0.78	%		0.81	%		0.84	%		0.91	%
Ratio of net investment income (loss) to average net assets*		(0.78	)%		(0.81	)%		(0.84	)%		(0.91	)%
Portfolio turnover**,†††		14	%		22	%		22	%		165	%
Total return**		16.99	%		(2.51	)%		25.58	%		51.23	%

Net assets at end of period (in thousands)	$	76,081		$	57,815		$	44,348		$	25,311

(a)	Commencement of operations.

*	Annualized for the periods less than one year.

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

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

††

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

Small Cap Index Equity Fund:


	Year ended December 31,									For the period February 3, 2009(a) to December 31, 2009
	2012			2011			2010
Investment income†	$	—		$	—		$	—		$	—
Expenses†,††		(0.21	)		(0.21	)		(0.19	)		(0.16	)

Net investment income (loss)		(0.21	)		(0.21	)		(0.19	)		(0.16	)
Net realized and unrealized gain (loss)		4.02			(1.07	)		5.50			6.83

Net increase (decrease) in unit value		3.81			(1.28	)		5.31			6.67
Net asset value at beginning of period		24.70			25.98			20.67			14.00

Net asset value at end of period	$	28.51		$	24.70		$	25.98		$	20.67

Ratio of expenses to average net assets*,††		0.78	%		0.81	%		0.84	%		0.90	%
Ratio of net investment income (loss) to average net assets*		(0.78	)%		(0.81	)%		(0.84	)%		(0.90	)%
Portfolio turnover**,†††		23	%		32	%		33	%		192	%
Total return**		15.43	%		(4.93	)%		25.69	%		47.64	%

Net assets at end of period (in thousands)	$	41,989		$	31,760		$	26,796		$	15,508

(a)	Commencement of operations.

*	Annualized for the periods less than one year.

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

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

††

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

International Index Equity Fund:


	Year ended December 31,									For the period March 3, 2009(a) to December 31, 2009
	2012			2011			2010			For the period March 3, 2009(a) to December 31, 2009
Investment income†	$	—		$	—		$	—		$	—
Expenses†,††		(0.23	)		(0.25	)		(0.23	)		(0.20	)

Net investment income (loss)		(0.23	)		(0.25	)		(0.23	)		(0.20	)
Net realized and unrealized gain (loss)		4.44			(3.89	)		2.89			11.48

Net increase (decrease) in unit value		4.21			(4.14	)		2.66			11.28
Net asset value at beginning of period		24.80			28.94			26.28			15.00

Net asset value at end of period	$	29.01		$	24.80		$	28.94		$	26.28

Ratio of expenses to average net assets*,††		0.86	%		0.89	%		0.90	%		0.96	%
Ratio of net investment income (loss) to average net assets*		(0.86	)%		(0.89	)%		(0.90	)%		(0.96	)%
Portfolio turnover**,†††		8	%		10	%		12	%		147	%
Total return**		16.98	%		(14.31	)%		10.12	%		75.20	%

Net assets at end of period (in thousands)	$	67,731		$	47,981		$	44,141		$	24,346

(a)	Commencement of operations.

*	Annualized for the periods less than one year.

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

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

††

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

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

Real Asset Return Fund

Real Asset Return Fund:


	Year ended December 31,									For the period July 7, 2009(a) to December 31, 2009
	2012			2011			2010			For the period July 7, 2009(a) to December 31, 2009
Investment income†	$	—		$	—		$	—		$	—
Expenses†,††		(0.15	)		(0.14	)		(0.14	)		(0.06	)

Net investment income (loss)		(0.15	)		(0.14	)		(0.14	)		(0.06	)
Net realized and unrealized gain (loss)		1.31			0.99			2.25			2.57

Net increase (decrease) in unit value		1.16			0.85			2.11			2.51
Net asset value at beginning of period		17.47			16.62			14.51			12.00

Net asset value at end of period	$	18.63		$	17.47		$	16.62		$	14.51

Ratio of expenses to average net assets*,††		0.82	%		0.83	%		0.88	%		0.95	%
Ratio of net investment income (loss) to average net assets*		(0.82	)%		(0.83	)%		(0.88	)%		(0.95	)%
Portfolio turnover**,†††		18	%		43	%		39	%		14	%
Total return**		6.64	%		5.11	%		14.54	%		20.92	%

Net assets at end of period (in thousands)	$	31,516		$	21,793		$	12,789		$	5,371

(a)	Commencement of operations.

*	Annualized for the periods less than one year.

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

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

††

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

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

Alternative Alpha Fund

Alternative Alpha Fund:


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

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

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

Net asset value at end of period	$	10.76

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

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

(a)	Commencement of operations.

*	Annualized for periods less than one year.

**	Not annualized for periods less than one year.

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

††

Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.714% for the period from inception to December 31, 2012 and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

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

Retirement Date Funds

Lifetime Income Retirement Date Fund:


	Year ended December 31,
	2012			2011			2010			2009			2008
Investment income†	$	—		$	—		$	—		$	—		$	—
Expenses†,††		(0.11	)		(0.11	)		(0.10	)		(0.09	)		(0.07	)

Net investment income (loss)		(0.11	)		(0.11	)		(0.10	)		(0.09	)		(0.07	)
Net realized and unrealized gain (loss)		1.20			0.57			1.07			1.51			(1.51	)

Net increase (decrease) in unit value		1.09			0.46			0.97			1.42			(1.58	)
Net asset value at beginning of period		12.37			11.91			10.94			9.52			11.10

Net asset value at end of period	$	13.46		$	12.37		$	11.91		$	10.94		$	9.52

Ratio of expenses to average net assets††		0.87	%		0.89	%		0.92	%		0.92	%		0.67	%
Ratio of net investment income (loss) to average net assets		(0.87	)%		(0.89	)%		(0.92	)%		(0.92	)%		(0.67	)%
Portfolio turnover†††		9	%		21	%		91	%		54	%		33	%
Total return		8.81	%		3.86	%		8.87	%		14.92	%		(14.23	)%

Net assets at end of period (in thousands)	$	47,288		$	35,563		$	35,505		$	28,934		$	27,462

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

††

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

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

2010 Retirement Date Fund:


	Year ended December 31,
	2012			2011			2010			2009			2008
Investment income†	$	—		$	—		$	—		$	—		$	—
Expenses†,††		(0.14	)		(0.13	)		(0.12	)		(0.11	)		(0.08	)

Net investment income (loss)		(0.14	)		(0.13	)		(0.12	)		(0.11	)		(0.08	)
Net realized and unrealized gain (loss)		1.68			0.99			1.61			1.88			(2.51	)

Net increase (decrease) in unit value		1.54			0.86			1.49			1.77			(2.59	)
Net asset value at beginning of period		15.10			14.24			12.75			10.98			13.57

Net asset value at end of period	$	16.64		$	15.10		$	14.24		$	12.75		$	10.98

Ratio of expenses to average net assets††		0.87	%		0.90	%		0.92	%		0.92	%		0.67	%
Ratio of net investment income (loss) to average net assets		(0.87	)%		(0.90	)%		(0.92	)%		(0.92	)%		(0.67	)%
Portfolio turnover†††		17	%		18	%		96	%		56	%		27	%
Total return		10.20	%		6.04	%		11.69	%		16.12	%		(19.09	)%

Net assets at end of period (in thousands)	$	82,908		$	63,694		$	69,429		$	61,971		$	49,186

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

††

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

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

2020 Retirement Date Fund:


	Year ended December 31,
	2012			2011			2010			2009			2008
Investment income†	$	—		$	—		$	—		$	—		$	—
Expenses†,††		(0.16	)		(0.15	)		(0.14	)		(0.12	)		(0.10	)

Net investment income (loss)		(0.16	)		(0.15	)		(0.14	)		(0.12	)		(0.10	)
Net realized and unrealized gain (loss)		2.41			0.99			2.17			2.66			(4.37	)

Net increase (decrease) in unit value		2.25			0.84			2.03			2.54			(4.47	)
Net asset value at beginning of period		17.32			16.48			14.45			11.91			16.38

Net asset value at end of period	$	19.57		$	17.32		$	16.48		$	14.45		$	11.91

Ratio of expenses to average net assets††		0.87	%		0.89	%		0.91	%		0.92	%		0.67	%
Ratio of net investment income (loss) to average net assets		(0.87	)%		(0.89	)%		(0.91	)%		(0.92	)%		(0.67	)%
Portfolio turnover†††		8	%		14	%		86	%		51	%		17	%
Total return		12.99	%		5.10	%		14.05	%		21.33	%		(27.29	)%

Net assets at end of period (in thousands)	$	206,880		$	155,759		$	135,704		$	106,568		$	74,855

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

††

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

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

2030 Retirement Date Fund:


	Year ended December 31,
	2012			2011			2010			2009			2008
Investment income†	$	—		$	—		$	—		$	—		$	—
Expenses†,††		(0.18	)		(0.17	)		(0.15	)		(0.13	)		(0.11	)

Net investment income (loss)		(0.18	)		(0.17	)		(0.15	)		(0.13	)		(0.11	)
Net realized and unrealized gain (loss)		2.85			0.68			2.57			3.37			(6.12	)

Net increase (decrease) in unit value		2.67			0.51			2.42			3.24			(6.23	)
Net asset value at beginning of period		18.96			18.45			16.03			12.79			19.02

Net asset value at end of period	$	21.63		$	18.96		$	18.45		$	16.03		$	12.79

Ratio of expenses to average net assets††		0.87	%		0.89	%		0.91	%		0.92	%		0.67	%
Ratio of net investment income (loss) to average net assets		(0.87	)%		(0.89	)%		(0.91	)%		(0.92	)%		(0.67	)%
Portfolio turnover†††		6	%		15	%		79	%		48	%		15	%
Total return		14.08	%		2.76	%		15.10	%		25.33	%		(32.75	)%

Net assets at end of period (in thousands)	$	156,156		$	115,374		$	108,395		$	77,025		$	51,242

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

††

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

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

2040 Retirement Date Fund:


	Year ended December 31,
	2012			2011			2010			2009			2008
Investment income†	$	—		$	—		$	—		$	—		$	—
Expenses†,††		(0.19	)		(0.19	)		(0.17	)		(0.14	)		(0.12	)

Net investment income (loss)		(0.19	)		(0.19	)		(0.17	)		(0.14	)		(0.12	)
Net realized and unrealized gain (loss)		3.28			0.04			2.93			4.06			(7.45	)

Net increase (decrease) in unit value		3.09			(0.15	)		2.76			3.92			(7.57	)
Net asset value at beginning of period		20.44			20.59			17.83			13.91			21.48

Net asset value at end of period	$	23.53		$	20.44		$	20.59		$	17.83		$	13.91

Ratio of expenses to average net assets††		0.86	%		0.89	%		0.91	%		0.92	%		0.67	%
Ratio of net investment income (loss) to average net assets		(0.86	)%		(0.89	)%		(0.91	)%		(0.92	)%		(0.67	)%
Portfolio turnover†††		8	%		8	%		81	%		50	%		14	%
Total return		15.12	%		(0.73	)%		15.48	%		28.18	%		(35.24	)%

Net assets at end of period (in thousands)	$	100,851		$	75,286		$	69,945		$	49,613		$	31,314

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

††

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

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

2050 Retirement Date Fund:


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

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

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

Net asset value at end of period	$	22.42

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

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

(a)	Commencement of operations.

*	Annualized.

**	Not annualized.

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

††

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

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

Target Risk Funds

Conservative Risk Fund:


	Year ended December 31,									For the period July 7, 2009(a) to December 31, 2009
	2012			2011			2010			For the period July 7, 2009(a) to December 31, 2009
Investment income†, (b)	$	—		$	—		$	—		$	—
Expenses†,††		(0.13	)		(0.13	)		(0.13	)		(0.06	)

Net investment income (loss)		(0.13	)		(0.13	)		(0.13	)		(0.06	)
Net realized and unrealized gain (loss)		1.26			0.93			1.38			1.45

Net increase (decrease) in unit value		1.13			0.80			1.25			1.39
Net asset value at beginning of period		16.44			15.64			14.39			13.00

Net asset value at end of period	$	17.57		$	16.44		$	15.64		$	14.39

Ratio of expenses to average net assets*,††		0.79	%		0.80	%		0.84	%		0.92	%
Ratio of net investment income (loss) to average net assets*		(0.78	)%		(0.80	)%		(0.83	)%		(0.90	)%
Portfolio turnover**,†††		30	%		55	%		35	%		5	%
Total return**		6.87	%		5.12	%		8.69	%		10.69	%

Net assets at end of period (in thousands)	$	37,003		$	24,760		$	16,254		$	5,643

(a)	Commencement of operations.

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

*	Annualized for periods less than one year.

**	Not annualized for periods less than one year.

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

††

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

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

Moderate Risk Fund:


	Year ended December 31,									For the period July 7, 2009(a) to December 31, 2009
	2012			2011			2010			For the period July 7, 2009(a) to December 31, 2009
Investment income†, (b)	$	—		$	—		$	—		$	—
Expenses†,††		(0.16	)		(0.15	)		(0.15	)		(0.07	)

Net investment income (loss)		(0.16	)		(0.15	)		(0.15	)		(0.07	)
Net realized and unrealized gain (loss)		2.09			0.28			2.06			2.50

Net increase (decrease) in unit value		1.93			0.13			1.91			2.43
Net asset value at beginning of period		18.47			18.34			16.43			14.00

Net asset value at end of period	$	20.40		$	18.47		$	18.34		$	16.43

Ratio of expenses to average net assets*,††		0.80	%		0.81	%		0.85	%		0.92	%
Ratio of net investment income (loss) to average net assets*		(0.80	)%		(0.81	)%		(0.85	)%		(0.91	)%
Portfolio turnover**,†††		22	%		40	%		22	%		7	%
Total return**		10.45	%		0.71	%		11.63	%		17.36	%

Net assets at end of period (in thousands)	$	62,518		$	46,927		$	32,118		$	13,581

(a)	Commencement of operations.

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

*	Annualized for periods less than one year.

**	Not annualized for periods less than one year.

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

††

Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.024%, 0.026% and 0.027% for 2012, 2011 and 2010, respectively, and are deducted from the value of the funds in which this Fund invests and is included in this Fund’s total return.

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

Aggressive Risk Fund:


	Year ended December 31,									For the period July 7, 2009(a) to December 31, 2009
	2012			2011			2010			For the period July 7, 2009(a) to December 31, 2009
Investment income†	$	—		$	—		$	—		$	—
Expenses†,††		(0.18	)		(0.18	)		(0.16	)		(0.08	)

Net investment income (loss)		(0.18	)		(0.18	)		(0.16	)		(0.08	)
Net realized and unrealized gain (loss)		2.94			(0.41	)		2.79			3.70

Net increase (decrease) in unit value		2.76			(0.59	)		2.63			3.62
Net asset value at beginning of period		20.66			21.25			18.62			15.00

Net asset value at end of period	$	23.42		$	20.66		$	21.25		$	18.62

Ratio of expenses to average net assets*,††		0.81	%		0.84	%		0.84	%		0.92	%
Ratio of net investment income (loss) to average net assets*		(0.81	)%		(0.84	)%		(0.84	)%		(0.92	)%
Portfolio turnover**,†††		24	%		50	%		29	%		9	%
Total return**		13.36	%		(2.78	)%		14.12	%		24.13	%

Net assets at end of period (in thousands)	$	23,346		$	16,543		$	12,684		$	4,212

(a)	Commencement of operations.

*	Annualized for periods less than one year.

**	Not annualized for periods less than one year.

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

††

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

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

Balanced Fund:


	For the year ended December 31,
	2012			2011			2010			2009			2008
Investment income†	$	—	(a)	$	—		$	—		$	0.55		$	0.95
Expenses(†)††		—			—			—			(0.19	)		(0.37	)

Net investment income (loss)		—			—			—			0.36			0.58
Net realized and unrealized gain (loss)		11.06			2.92			10.00			14.26			(22.14	)

Net increase (decrease) in unit value		11.06			2.92			10.00			14.62			(21.56	)
Net asset value at beginning of year		95.63			92.71			82.71			68.09			89.65

Net asset value at end of year	$	106.69		$	95.63		$	92.71		$	82.71		$	68.09

Ratio of expenses to average net assets††		—	%		—	%		—	%		0.27	%		0.46	%
Ratio of net investment income (loss) to average net assets(b)		—	%(c)		—	%		—	%		0.48	%		0.71	%
Portfolio turnover		13	%		43	%		5	%		38	%		32	%
Total return		11.57	%		3.15	%		12.09	%		21.47	%		(24.05	)%
Net assets at end of year (in thousands)	$	227,126		$	237,871		$	269,856		$	284,803		$	277,953

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

(b)	Does not reflect net investment income from the portion of the Fund invested in the Bond Core Plus Fund and Large Cap Equity Fund which retain all net investment income and make no distributions.

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

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

††

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

Allocation of Contributions to the Investment Options

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

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

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

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

Transfers Among Investment Options

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

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

Contributions, Benefits and Distributions

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

RISK FACTORS RELATING GENERALLY TO THE PROGRAM

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

In 2012, the securities lending program as described above generated approximately $429,897 of net income in the aggregate for all Funds that currently participate in the securities lending program, in comparison to $460,347 generated in 2011. No assurance or guarantee can be given that these Funds will generate any significant net income from participation in any securities lending program.

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

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

in valuing the Funds that hold units of the cash collateral pool for transactional purposes. There can be no assurance or guarantee that State Street Bank will be able to continue to transact purchase and withdrawal activity reflecting a constant value of $1.00 for the cash collateral pool’s units. If State Street Bank were to determine in the future to transact using the lower mark-to-market value for interests in the cash collateral pool, the Participants with exposure to the relevant Funds at any such time would realize economic losses.

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

Northern Trust Investments has regularly evaluated the participation of the Collective Trust in State Street Bank’s securities lending program. Pursuant to the Fiduciary Investment Services Agreement among Northern Trust, Northern Trust Investments and ABA Retirement Funds, Northern Trust is authorized to conduct securities lending activities for the Collective Trust. Based on that authority, Northern Trust tentatively determined that, on or about approximately June 1, 2013, it will assume the conduct of securities lending activity for the Collective Trust, and it may expand the securities lending program. Northern Trust expects to charge a fee of 20% of the net income after rebates paid to borrowers of loaned securities for operating the Program. Each Fund will retain the remaining 80% of any such net income. Northern Trust also expects that its compensation for the management of the cash collateral received by the Funds from borrowers will be at an annualized rate of .0072% of net assets.

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

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

THE PROGRAM

The Program is sponsored by ABA Retirement Funds, an Illinois not-for-profit corporation organized by the American Bar Association, which we refer to as the ABA, to sponsor retirement programs for self-employed

individuals and employers who are members or associates of the ABA or other affiliated organizations. The Program is a comprehensive retirement program that provides Employers with tax-qualified employee retirement plans, a variety of investment options and related recordkeeping and administrative services. As of December 31, 2012, there were approximately 3,670 plans participating in the Program through which approximately 36,970 Participants participated in the Program.

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

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

DESCRIPTION OF INVESTMENT OPTIONS

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

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

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

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

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

Under the Collective Trust’s Declaration of Trust, interests in the Funds are represented by Units, each of which represents an undivided pro rata share of the net assets of a Fund. Further, the Collective Trust’s

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

Although the Funds are similar in some respects to registered open-end management investment companies, which are commonly referred to as mutual funds, the Funds are not required to be and are not registered as investment companies under the Investment Company Act of 1940. The Units representing interests in the Funds are held by Northern Trust, as trustee of the ABA Members Trusts. Neither the assets of the ABA Members Trusts nor the investment options are subject to the claims of the creditors of Northern Trust or Northern Trust Investments. The Units are not insured by the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve or any other governmental agency and are not deposits of Northern Trust, Northern Trust Investments or any other bank. The activities of each of Northern Trust Investments and Northern Trust in connection with the operation of the Collective Trust and the ABA Members Trusts, respectively, are subject to the requirements of ERISA. There are no voting rights connected with the ownership of Units. See “Regulation of Collective Trust.” No officer of the Collective Trust or officer or director of Northern Trust Investments owns, beneficially or of record, any Units of beneficial interest in the Collective Trust. As of December 31, 2012, no person or entity vested with investment responsibility for the assets contributed to the Program held more than 5% of the Units of beneficial interest in the Collective Trust or in any Fund offered thereunder, except that four Participants held 29.98% of the outstanding units of the Global All Cap Equity Fund, six Participants held 50.42% of the outstanding units of the Alternative Alpha Fund and two Participants held 12.99% of the outstanding units of the 2050 Retirement Date Fund.

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

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

MANAGED FUNDS

Assets contributed or held under the Program are eligible for investment in the following six Managed Funds, each of which is an actively managed collective investment fund designed to achieve a specific investment objective. Each of the Stable Asset Return Fund, the Bond Core Plus Fund and the International All Cap Equity Fund was established in September 1995. The Collective Trust established the Large Cap Equity Fund and the Small-Mid Cap Equity Fund as investment options as of July 2, 2009. The Collective Trust established the Global All Cap Equity Fund as an investment option as of January 17, 2012.

STABLE ASSET RETURN FUND

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

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

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

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

As of December 31, 2012, the Stable Asset Return Fund’s assets were invested in approximately the following proportions: 9% invested in the NTGI Collective Government Short-Term Investment Fund, or a comparable third-party collective fund (which is used as a liquidity buffer), and 91% invested in Benefit Responsive Contracts. As of December 31, 2012, the duration of the Fund was 2.33 years. Duration represents the time required to receive the present value of future payments, both interest and principal, from a fixed-income security. The duration of the Fund cannot exceed 3.50 years.

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

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

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

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

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

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

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

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

Diversification. Except for Traditional Investment Contracts and U.S. Government Obligations, the Fund may not invest more than 5% of its assets in securities of a single issuer, determined at the time of purchase. For purposes of this 5% limitation, investments in collective investment funds are considered to be investments in the underlying securities held by such collective investment funds, and investments in repurchase agreements are considered to be investments in the securities that are the subject of such repurchase agreements. Other tha

AMERICAN BAR ASSOCIATION MEMBERS / NORTHERN TRUST COLLECTIVE TR S-1/A