DEF 14C 1 locorrdef14cjanuary2026.htm DEF 14C Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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LoCorr Investment Trust
(Name of Registrant As Specified In Its Charter)

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LOCORR STRATEGIC ALLOCATION FUND
A SERIES OF LOCORR INVESTMENT TRUST
687 EXCELSIOR BOULEVARD
EXCELSIOR, MN 55331

IMPORTANT NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT


February 2, 2026

This Notice presents only an overview of the more complete Information Statement that is available to you on the Internet relating to the LoCorr Strategic Allocation Fund (the “Fund”), a series of LoCorr Investment Trust (the “Trust”). We encourage you to access and review all of the important information contained in the Information Statement.

The Fund and the Trust have made the following material available for view:

Information Statement

The Information Statement details a new sub-adviser to the Fund. Specifically, effective December 17, 2025, DG Partners LLP, replaced BH-DG Systematic Trading LLP as sub-adviser to the Fund. The Board of Trustees of the Trust (the “Board of Trustees”) has approved a new sub-advisory agreement on behalf of the Fund between DG Partners LLP and LoCorr Fund Management, LLC (the “Adviser”), the investment adviser to the Fund.

The Adviser and the Trust have received an exemptive order (the “Manager of Managers Order”) from the U.S. Securities and Exchange Commission. This Manager of Managers Order permits the Adviser to enter into and materially amend sub-advisory agreements (with non-affiliated entities) with the approval of the Board of Trustees, including a majority of Trustees who are not parties to the agreement and are not interested persons, as defined in the Investment Company Act of 1940, as amended, of the parties to the agreement, without obtaining shareholder approval. The Manager of Managers Order requires that the Information Statement be provided to you.

By sending you this Notice, the Fund and the Trust are notifying you that they are making the Information Statement available to you online in lieu of mailing you a copy. You may print and view the full Information Statement on the Fund’s website at www.locorrfunds.com/literature.htm until at least 90 days from the date of this Notice and the Information Statement. You may request a paper or email copy of the Information Statement, free of charge, by contacting the Fund in writing at LoCorr Strategic Allocation Fund, c/o U.S. Bank Global Fund Services, PO Box 219252, Kansas City, MO 64121-9252 or by calling (toll-free) 1-855-523-8637 by March 17, 2026. If you do not request a paper or email copy by this date, you may not otherwise receive a copy.

If you want to receive a paper copy of the Information Statement, you must request one.

There is no charge to you for requesting a copy.






LOCORR STRATEGIC ALLOCATION FUND
A SERIES OF LOCORR INVESTMENT TRUST
687 EXCELSIOR BOULEVARD
EXCELSIOR, MN 55331

INFORMATION STATEMENT

NOTICE OF APPOINTMENT OF NEW SUB-ADVISER

A Notice of Internet Availability of this Information Statement is being delivered to shareholders on or about February 2, 2026 to shareholders of record as of December 31, 2025 (the “Record Date”). The Information Statement is being provided to shareholders of the LoCorr Strategic Allocation Fund (the “Fund”), a series of LoCorr Investment Trust (the “Trust”), an Ohio business trust with principal offices located at 687 Excelsior Boulevard, Excelsior, MN 55331, in lieu of a proxy statement, pursuant to the terms of an exemptive order that the Trust and the investment adviser to the Fund, LoCorr Fund Management, LLC (the “Adviser”), received from the U.S. Securities and Exchange Commission (“SEC”) effective as of March 23, 2016. The exemptive order permits the Adviser, subject to approval of the Trust’s Board of Trustees (the “Board of Trustees” or the “Trustees”), to enter into or materially amend sub-advisory agreements without obtaining shareholder approval, provided that an Information Statement (or a Notice of Internet Availability of Information Statement) is sent to shareholders of the Fund.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

The Fund will bear the expenses incurred with preparing and distributing this Information Statement. One Notice of Internet Availability of this Information Statement may be delivered to shareholders sharing the same address unless the Fund has received contrary instructions from a shareholder.

YOU MAY OBTAIN A COPY OF THE FUND’S MOST RECENT ANNUAL OR SEMI-ANNUAL REPORT TO SHAREHOLDERS, FREE OF CHARGE, BY VISITING THE FUND’S WEBSITE AT WWW.LOCORRFUNDS.COM, BY WRITING TO THE FUND, C/O U.S. BANK GLOBAL FUND SERVICES, PO BOX 219252, KANSAS CITY, MO 64121-9252, OR BY CALLING (TOLL-FREE) 1-855-523-8637.


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BACKGROUND

BH-DG Systematic Trading LLP (“BH-DG”) has served as a sub-adviser to the LoCorr Strategic Allocation Fund since its inception in 2025. As a result of a change in control of BH-DG, effective December 17, 2025, DG Partners LLP, replaced BH-DG Systematic Trading LLP as sub-adviser to the Fund. At a meeting of the Board of Trustees held on November 20, 2025, the Board approved DG Partners LLP to serve as the sub-adviser to the Fund.

THE MANAGEMENT AGREEMENT

Management Agreement

Pursuant to a management agreement dated November 19, 2024, between the Trust, with respect to the Fund, and the Adviser, the Adviser serves as the investment adviser to the Fund (the “Management Agreement”). The Management Agreement was most recently approved by the Board of Trustees at a meeting held on February 20, 2025. The Management Agreement shall continue in effect from year to year only if such continuance is specifically approved at least annually by the Board of Trustees or by vote of a majority of the Fund’s outstanding voting securities, and by the vote of a majority of Trustees of the Trust who are not parties to the Management Agreement or “interested persons,” as that term is defined in the Investment Company Act of 1940, as revised (the “1940 Act”), of any such party, at a meeting called for the purpose of voting on the Management Agreement. The Management Agreement is terminable without penalty (i) by the Trust, on behalf of the Fund, by the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, upon 60 days’ written notice to the Adviser; and (ii) by the Adviser upon 60 days’ written notice to the Fund. The Management Agreement provides that it will automatically terminate in the event of its “assignment,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

The Management Agreement provides that the Adviser, except by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties, or reckless disregard of its obligations and duties under the Management Agreement, will not be subject to liability for, or damages, expenses or losses incurred by the Trust in connection with any error of judgment, mistake of law, any act or omission connected with or arising out of any services rendered under, or payment made pursuant to the Management Agreement, or any other matter to which the Management Agreement relates.

Pursuant to the Management Agreement, the Adviser is entitled to receive, on a monthly basis, an annual advisory fee of 1.24% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its fees and/or absorb expenses of the Fund until at least April 30, 2026, to ensure that total annual Fund operating expenses after fee waiver and/or reimbursement (exclusive of any Rule 12b-1 distribution and/or servicing fees, taxes, interest, short selling expenses, brokerage commissions, expenses incurred in connection with any merger or reorganization, indirect expenses, swap fees and expenses, expenses of other investment companies in which the Fund may invest, or extraordinary expenses such as litigation and inclusive of organizational costs incurred prior to the commencement of operations) will not exceed 1.59% of the Fund’s daily average net assets attributable to each class, subject to possible recoupment from the Fund within the three years following the date on which the fee waiver or expense reimbursement occurred, if such recoupment can be achieved within the foregoing expense limit.

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The Fund commenced operations on January 8, 2025. For the period from January 8, 2025 to December 31, 2025 the Fund paid the following management fees to the Adviser.

Management Fees
AccruedWaivedRecoupedTotal Paid
2025$384,092$(352,082)$0$32,011

INFORMATION ABOUT LOCORR FUND MANAGEMENT, LLC

LoCorr Fund Management, LLC is an SEC-registered investment adviser with principal offices located at 687 Excelsior Boulevard, Excelsior, MN 55331. The Adviser was established in 2010 for the purpose of advising the funds within the Trust and has no other clients. As of September 30, 2025, it had approximately $2.67 billion in assets under management. Kevin M. Kinzie is deemed to indirectly control the Adviser by virtue of his ownership of more than 25% of the Adviser’s parent company’s membership interests. Jon C. Essen is an affiliated person of the Trust because he is a Trustee and officer. Mr. Essen is also an affiliated person of the Adviser because he is an officer of the Adviser. Kevin M. Kinzie is an affiliated person of the Trust because he is a Trustee and officer and because he indirectly controls the Funds through his control of the Adviser, which in turn controls the Funds. Mr. Kinzie is also an affiliated person of the Adviser because he is an officer of the Adviser and indirectly controls the Adviser. Subject to the supervision and direction of the Trustees, the Adviser manages the Funds’ securities and investments in accordance with the Fund’s stated investment objectives and policies, makes investment decisions and places orders to purchase and sell securities on behalf of the Fund.

The following table provides information about the principal executive officers and directors of the Adviser:

Name and Address*Title and Principal Occupation
Kevin KinzieChief Executive Officer
Jon EssenChief Financial Officer, Portfolio Manager
Brian HullChief Compliance Officer
Jackie BoieController, Director of Fund Administration
Sean KatofChief Investment Officer, Portfolio Manager
*The address of each officer and director is that of the Adviser, listed above.

BOARD APPROVAL AND EVALUATION OF NEW SUB-ADVISORY AGREEMENT

At an in-person meeting of the Board of Trustees held November 20, 2025 (the “Meeting”), the Board of Trustees approved DG Partners LLP (“DG Partners”) to serve as a sub-adviser to the Fund. At the Meeting, the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust within the meaning of the 1940 Act (the “Independent Trustees”), reviewed the various factors relevant to its consideration of the sub-advisory agreement between the Adviser and DG Partners on behalf of the Fund (the “Sub-Advisory Agreement”), as well as the Board of Trustees’ legal responsibilities related to such consideration. After analysis and discussions of the factors identified below, the Board of Trustees, including a majority of the Independent Trustees, approved the Sub-Advisory Agreement for an initial two-year term.

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DG Partners LLP

Nature, Extent and Quality of Services Provided by DG Partners to the Fund:

The Board of Trustees then considered the responses provided by DG Partners LLP (“DG”) in its 15(c) questionnaire. The Board noted that DG was an affiliate of one of the Fund’s current subadvisers, BH-DG Systematic Trading LLP (“BHDG”), and that DG would be using the same personnel and resources as BHDG had been employing since the Fund’s inception. The Board evaluated the nature, extent and quality of services to be provided by DG to the LSA Fund, reviewing the investment and compliance personnel that would be responsible for providing services to the Fund. Counsel further noted that DG did not report having any recent compliance, regulatory or litigation issues in the past 36 months. The Trustees noted that the Trust’s CCO provided a memo in the Materials that he had reviewed the compliance program for DG and concluded that it was reasonable designed for its business.

Investment Performance of DG Partners:

The Trustees reviewed the subadviser’s performance since the Fund’s inception, noting that the Fund had not yet completed one year of operations. After a discussion, the Trustees concluded that it expected DG to provide satisfactory performance for the Fund.

Costs of Services Provided and Profitability to be Realized and Extent of Economies of Scale to be Realized:

Counsel then directed the Trustees to information related to DG’s subadvisory fee with the Board observing that the proposed fee was favorable compared the fee charged by DG to its private fund. The Trustees then reviewed DG’s estimated profits with respect to the LSA Fund. After a discussion, the Trustees agreed that the subadvisory fee and DG’s estimated profitability with respect to the LSA Fund was reasonable.

Conclusions: Having requested and received such information from DG as the Trustees believed to be reasonably necessary to evaluate the terms of the subadvisory agreement, and as assisted by the advice of Counsel, the Trustees concluded that the fee structure is reasonable and that renewal of the subadvisory agreement with DG for the LSA Fund is in the best interests of the Fund and its future shareholders.

INFORMATION REGARDING THE SUB-ADVISORY AGREEMENT

The Sub-Advisory Agreement was approved by the Board of Trustees at the Meeting for an initial term of two years to commence on the date on which the Adviser allocates Fund assets to the sub-adviser for management. Thereafter, continuance of the Sub-Advisory Agreement will require annual approval by the Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and by the vote of a majority of the Trustees who are not parties to the Sub-Advisory Agreement or interested persons of any such party. The Sub-Advisory Agreement is terminable without penalty (i) by the Trust, on behalf of the Fund, by the Board of Trustees, by the Adviser or by the vote of a majority of the outstanding voting securities of the Fund, upon 60 days’ written notice to the sub-adviser, and (ii) by the sub-adviser upon 60 days’ written notice. The Sub-Advisory Agreement provides that it will terminate automatically in the event of its “assignment” within the meaning of the 1940 Act, except as otherwise provided by applicable law or the exemptive order.

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The Sub-Advisory Agreement provides that DG Partners, among other duties, will make all investment decisions for the portion of the Fund’s assets allocated to the sub-adviser as described in the Fund’s prospectus. The sub-adviser, subject to the supervision of the Board of Trustees and the Adviser, will conduct an ongoing program of investment, evaluation, and, if appropriate, sale and reinvestment of the portion of the Fund’s assets allocated to DG Partners. The sub-adviser also will perform certain other administrative and compliance-related functions in connection with the management of its allocated portion of the Fund’s assets.

The Sub-Advisory Agreement provides that the Adviser will compensate the sub-adviser at an incremental rate based on the Fund’s average daily net assets allocated to the sub-adviser by the Adviser, payable monthly. The Adviser compensates the sub-advisers from the management fees that it receives from the Fund. DG Partners generally will pay all expenses it incurs in connection with its activities under the Sub-Advisory Agreement, other than the costs of the Fund’s portfolio securities and other investments.

INFORMATION ABOUT DG PARTNERS LLP

DG Partners is an SEC-registered investment adviser with principal offices located at 20 North Audley Street, London, United Kingdom W1K 6WE. DG Partners was established in 2002 and focuses on investments in fixed income, futures and FX markets with a strong emphasis on liquidity, risk control and investor transparency. As of September 30, 2025, DG Partners had approximately $1.45 billion in assets under management.

The following table provides information on the principal executive officers and directors of DG Partners:

Name and Address*Title and Principal Occupation
David M. GortonChief Executive Officer
Umar M. AzizGeneral Counsel, Chief Compliance Officer and Chief Operating Officer
Matthew TurnbullChief Technology Officer
Maxwell B. CordenChief Risk Officer
*The address of each officer and director is that of the sub-adviser, listed above.

Portfolio Manager

David Gorton serves as a portfolio manager to the Fund. Mr. Gorton has over 35 years of trading experience and has held positions including Executive VP and Chief Dealer in the US for HSBC and Head of Proprietary Trading for the European Rates division of Chase Manhattan. In 1997, Mr. Gorton joined Chase Manhattan to become CIO of Chase London Diversified Fund Limited. In 2002, he left JP Morgan Chase to establish DG Partners. Mr. Gorton was instrumental in the formation of and support for the systematic trading program at DG Partners. The systematic trading strategy has been continuously traded under his supervision from 10 May 2006 to date. In June 2010 Mr. Gorton established BH-DG Systematic Trading LLP as a joint venture with Brevan Howard to focus on pursuing systematic trading strategies. Mr. Gorton serves as the Chief Investment Officer.

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ADDITIONAL INFORMATION ABOUT
LOCORR STRATEGIC ALLOCATION FUND

ADMINISTRATOR

U.S. Bank Global Fund Services, located at 615 East Michigan Street, Milwaukee, WI 53202, serves as the administrator of the Fund.

PRINCIPAL UNDERWRITER

Quasar Distributors, LLC, located at 190 Middle Street, Suite 301, Portland, ME 04101, serves as distributor and principal underwriter for the Fund.

TRANSFER AGENT

U.S. Bancorp Fund Services, LLC, located at 615 East Michigan Street, Milwaukee, WI 53202, provides transfer agency services to the Fund.

CUSTODIAN

U.S. Bank N.A., Custody Operations, located at 1555 North River Center Drive, Suite 302, Milwaukee, WI 53212, provides custody services for the Fund.

FINANCIAL INFORMATION

The Fund’s most recent annual report and semi-annual report are available on request, without charge, by writing to the Fund, c/o U.S. Bank Global Fund Services, PO Box 219252, Kansas City, MO 64121-9252 or by calling 1-855-523-8637.

RECORD OF BENEFICIAL OWNERSHIP

A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding shares of the Fund. A control person is one who owns beneficially or through controlled companies more than 25% of the voting securities of a company or acknowledges the existence of control. Shareholders with a controlling interest could affect the outcome of voting or the direction of management of the Fund. For each control person listed that is a company, the jurisdiction under the laws of which the company is organized (if applicable) and the company’s parent entity are listed.

As of December 31, 2025, the total shares outstanding of each Class of the Fund were:

Share ClassShares Outstanding
Class A123,311 
Class I6,325,378 

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In addition, as of December 31, 2025, the following shareholders were considered to be either a control person or principal shareholder of the Fund:

Strategic Allocation Fund - Class A
Name and Address% OwnershipType of Ownership
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901
50.83%Record
National Financial Services LLC
499 Washington Blvd, FL 4th
Jersey City, NJ 07310-2010
39.96%Record

Strategic Allocation Fund - Class I
Name and Address% OwnershipType of Ownership
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1901
49.60%Record
RBC Capital Markets LLC
Mutual Fund Omnibus Processing
Attn: Mutual Fund OPS Manager
250 Nicollet Mall, Suite 1400
Minneapolis, MN 55401-7582
16.84%Record
LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Operations
4707 Executive Drive
San Diego, CA 92121-3091
13.96%Record
National Financial Services LLC
499 Washington Blvd, FL 4th
Jersey City, NJ 07310-2010
12.66%Record


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As of December 31, 2025, the Board members and officers of the Trust beneficially owned the following amounts of the Fund’s shares, which was less than 1% of the outstanding shares of the Fund:

Name of TrusteeDollar Range of Equity Securities Owned in Strategic Allocation FundAggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
Jon C. EssenNoneOver $100,000
Kevin M. KinzieNoneOver $100,000
Mark A. ThompsonNoneOver $100,000
Daniel T. O’LearNoneNone
Jeffrey E. PlaceNone$10,001-$50,000
Cathleen B. TobinNone$50,001-$100,000

SHAREHOLDER PROPOSALS

The Fund is not required to hold regular meetings of shareholders each year. Meetings of shareholders are held from time to time and shareholder proposals intended to be presented at future meetings must be submitted in writing to the Fund in reasonable time prior to the solicitation of proxies for the meeting.

DELIVERY OF SHAREHOLDER DOCUMENTS

Only one copy of the Notice of Internet Availability of this Information Statement and other documents related to the Fund, such as proxy materials, quarterly statements, etc., is being delivered to multiple shareholders sharing an address, unless the Trust has received contrary instructions from one or more shareholders. Shareholders sharing an address who are currently receiving a single copy of such documents and who wish to receive a separate copy of such documents may make such request by writing to the Fund, c/o U.S. Bank Global Fund Services, PO Box 219252, Kansas City, MO 64121-9252 or by calling 1‑855-523-8637. Such copies will be delivered promptly upon request. Shareholders sharing an address who are currently receiving multiple copies of such documents and who wish to receive delivery of a single copy of such documents may make such request by contacting the Fund at the same address or telephone number.







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