Class R1, R2 and R3 shares

Individuals or entities eligible to purchase Class R1, R2 or R3 shares are referred to as "Qualified Purchasers."

Except for Class R3 shares, a new Qualified Purchaser or a Qualified Purchaser with assets invested in Class R1 shares with a fair market value of less than $500,000 may only purchase Class R1 shares. If a new Qualified Purchaser is investing more than $500,000 in Fund shares, the Qualified Purchaser may purchase Class R2 shares.

When the fair market value of Class R1 shares held by a Qualified Purchaser exceeds $500,000, Class R1 shares held by the Qualified Purchaser will convert to R2 shares at the then-prevailing net asset value of each share class. The Qualified Purchaser may then on a prospective basis purchase Class R2 shares.

Class R3 shares are available to Qualified Purchasers as described in the Shareholder Information section of the prospectus.

Distribution and service fees

Each Fund has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"), which provides that the Funds will pay a distribution fee. Because these fees are paid out of the Funds’ assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. The Funds, other than the Money Market Fund, are subject to a distribution fee up to the following amounts per year calculated based on average daily net assets in the share class:

12b-1 Distribution Fee: Class R1 - 0.50%, Class R2 - 0.30%, Class R3 - None

The Equity and Bond Fund does not pay a 12b-1 fee as a result of its investment in the Equity Fund and the Bond Fund. Classes R1 and R2 of the Money Market Fund are subject to a distribution fee up to 0.40% and 0.20% per year, respectively, of average daily net assets in the share class. No distribution fee applies to Class R3 of the Money Market Fund. The distribution fee is payable to State Farm VP Management Corp. to reimburse it for services and expenses incurred in connection with the distribution of Fund shares including non-reimbursed expenses incurred in years prior to the year of payment. Please read the prospectus for complete information on the Funds' fees and expenses.

It is important to note that there is market risk involved when investing in mutual funds, including possible loss of principal.

An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.  Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.

State Farm VP Management Corp Risk/Important Disclosures. State Farm Mutual Funds Prospectus.

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AP2009/01/2000