STATE STREET INSTITUTIONAL INVESTMENT TRUST, N-1A/A, 2000-09-01

STATE STREET INSTITUTIONAL INVESTMENT TRUST
N-1A/A, 2000-09-01

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<PAGE> 1

1933 Act File No. 333-30810
1940 Act File No. 811-9819

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

Pre-effective Amendment No. 1

and

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

Amendment No. 1

STATE STREET INSTITUTIONAL INVESTMENT TRUST

PO BOX 1713, BOSTON, MASSACHUSETTS 02105-1713
(877) 517-9758

Copy to:
Julie Tedesco Timothy W. Diggins
P.O. Box 1713 Ropes & Gray
Boston, Massachusetts 02105-1713 One International Place
(Name and Address of Agent for Service) Boston, Massachusetts 02110-2624

It is proposed that this filing will become effective (check appropriate box):

<TABLE>
<S> <C>
[ ] Immediately upon filing pursuant to [X] On September 5, 2000 pursuant to paragraph (b)
paragraph (b)

|_| 60 days after filing pursuant to paragraph |_| On (date) pursuant to paragraph (a)(1)
(a)(1)
|_| 75 days after filing pursuant to paragraph |_| On (date) pursuant to paragraph (a)(2) of
(a)(2) Rule 485.
</TABLE>

If appropriate, check the following box:

|_| This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

1
<PAGE> 2
State Street Institutional Investment Trust

P.O. Box 1713, Boston, Massachusetts 02105-1713

(877) 517-9758

STATE STREET EQUITY 500 INDEX FUND
CLASS A SHARES

Prospectus Dated September 5, 2000

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

2
<PAGE> 3
INTRODUCTION

The State Street Equity 500 Index Fund (the "Fund") is a mutual fund
that seeks to provide an investment return matching, as closely as possible
before expenses, the performance of the Standard & Poor's 500 Composite Stock
Price Index (the "S&P 500 Index" or the "Index"). The Fund is a series of the
State Street Institutional Investment Trust ("the Trust"), which is an open-end
management investment company organized as a business trust under the laws of
the Commonwealth of Massachusetts. State Street Bank and Trust Company, acting
through its division, State Street Global Advisors (the "Adviser"), is the
investment adviser to the Fund and to the portfolio in which it invests.

RISK/RETURN SUMMARY

Investment Objective. The Fund's investment objective is to match as
closely as possible, before expenses, the performance of the S&P 500 Index. The
Fund seeks to achieve its investment objective by investing substantially all of
its investable assets in a corresponding portfolio (the "Portfolio") of State
Street Master Funds that has the same investment objective as, and investment
policies that are substantially similar to those of, the Fund. In reviewing the
investment objective and policies of the Fund below, you should assume that the
investment objective and policies of the Portfolio are the same in all material
respects as those of the Fund (and that, at times when the Fund has invested its
assets in the Portfolio, the descriptions below of the Fund's investment
strategies and risks should be read as also applicable to the Portfolio). There
is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund is not managed according to
traditional methods of "active" investment management, which involve the buying
and selling of securities based upon economic, financial and market analysis and
investment judgment. Instead, the Fund, using a "passive" or "indexing"
investment approach, attempts to match, before expenses, the performance of the
S&P 500 Index. The S&P 500 Index is a well-known stock market index that
includes common stocks of 500 companies from several industrial sectors
representing a significant portion of the market value of all stocks publicly
traded in the United States. The Adviser seeks a correlation of 0.95 or better
between the Fund's performance and the performance of the Index. (1.00 would
represent perfect correlation.)

The Fund intends to invest in all 500 stocks comprising the Index in
proportion to their weightings in the Index. However, under various
circumstances, it may not be possible or practicable to purchase all 500 stocks
in those weightings. In those circumstances, the Fund may purchase a sample of
the stocks in the Index in proportions expected by the Adviser to match
generally the performance of the Index as a whole. In addition, from time to
time stocks are added to or removed from the Index. The Fund may sell stocks
that are represented in the Index, or purchase stocks that are not yet
represented in the Index, in anticipation of their removal from or addition to
the Index.

3
<PAGE> 4
In addition, the Fund may at times purchase or sell futures contracts
on the Index, or options on those futures, in lieu of investment directly in the
stocks making up the Index. The Fund might do so, for example, in order to
increase its investment exposure pending investment of cash in the stocks
futures to reduce its investment exposure in situations where it intends to sell
a portion of the stocks in its portfolio but the sale has not yet been
completed. The Fund may also, to the extent permitted by applicable law, invest
in shares of other mutual funds whose investment objectives and policies are
similar to those of the Fund. The Fund may also enter into other derivatives
transactions, including the purchase or sale of options or enter into swap
transactions, to assist in matching the performance of the Index.

Principal Risks.

- Stock values could decline generally or could under-perform other
investments.

- Because the S&P 500 Index includes mainly large U.S. companies, the Fund's
investments consist mainly of stocks of large U.S. companies. Returns on
investments in stocks of large U.S. companies could trail the returns on
investments in stocks of smaller companies.

- The Fund's return may not match the return of the Index for a number of
reasons. For example, the Fund incurs a number of operating expenses not
applicable to the Index, and incurs costs in buying and selling
securities. The Fund may not be fully invested at times, either as a
result of cash flows into the Fund or reserves of cash held by the Fund to
meet redemptions. The return on the sample of stocks purchased by the
Adviser, or futures or other derivative positions taken by the Adviser, to
replicate the performance of the Index may not correlate precisely with
the return on the Index.

The Fund's shares will change in value, and YOU COULD LOSE MONEY BY INVESTING IN
THE FUND. An investment in the Fund is not a deposit with a bank and is not
insured or guaranteed by the federal deposit insurance corporation or any other
government agency.

Performance Information.

Performance information for the Fund has been omitted because the Fund
had not commenced investment operations as of the date of this Prospectus.

4
<PAGE> 5
Fees and Expenses

The following table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund. As a shareholder in a Portfolio, the Fund
bears its ratable share of the Portfolio's expenses, including advisory and
administrative fees, and at the same time continues to pay its own fees and
expenses. The table and the Example reflect the expenses of both the Fund and
the Portfolio.

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

<TABLE>
<S> <C>
Management Fees(1) 0.045%

Distribution (12b-1) Fees 0.15%

Other Expenses 0.05%
------
Total Annual Fund Operating Expenses 0.245%
</TABLE>

Example: This Example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other mutual funds. It assumes that you
invest $10,000 in the Fund for the time periods indicated and then redeem all of
your shares at the end of those periods. The Example also assumes that your
investment has 5% return and that the Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions
yours costs would be:

<TABLE>
<CAPTION>
1 year 3 years
<S> <C> <C>
$25 $79
</TABLE>

OTHER INVESTMENT CONSIDERATIONS AND RISKS

The S&P 500 Index. The S&P 500 Index is a well-known stock market index
that includes common stocks of 500 companies from several industrial sectors
representing a significant portion of the market value of all common stocks
publicly traded in the United States, most of which are listed on the New York
Stock Exchange, Inc. (the "NYSE"). Stocks in the S&P 500 Index are weighted
according to their market capitalizations (i.e., the number of shares
outstanding multiplied by the stock's current price). The companies chosen for
the S&P 500 Index generally have the largest market value within their
respective industries. The composition of the S&P 500 Index is determined by
Standard & Poor's and is based on such factors as the market capitalization and
trading activity of each stock and its adequacy as a representation of stocks in
a particular industry group, and may be changed from time to time. "Standard &
Poor's(R)", "S&P", "S&P 500", "Standard & Poor's 500" and "500" are trademarks
of The McGraw-Hill Companies, Inc. and have been licensed for use by the Fund.
The Fund is not sponsored, endorsed, sold or

------------------------

(1) This fee represents the advisory fee paid by the corresponding Portfolio
of State Street Master Funds.

<PAGE> 6
promoted by S&P, and S&P makes no representation regarding the advisability of
investing in the Fund.

Index Futures Contracts and Related Options. The Fund buys and sells
futures contracts on the Index and options on those futures contracts. An "index
futures" contract is a contract to buy or sell units of an index at an agreed
price on a specified future date. Depending on the change in value of the index
between the time when the Fund enters into and terminates an index future or
option transaction, the Fund realizes a gain or loss. Options and futures
transactions involve risks. For example, it is possible that changes in the
prices of futures contracts on the Index will not correlate precisely with
changes in the value of the Index. In those cases, use of futures contracts and
related options might decrease the correlation between the return of the Fund
and the return of the Index. In addition, the Fund incurs transaction costs in
entering into, and closing out, positions in futures contracts and related
options. These costs typically have the effect of reducing the correlation
between the return of the Fund and the return of the Index.

Other Derivative Transactions. The Fund may enter into derivatives
transactions involving options and swaps. These transactions involve many of the
same risks as those described above under "Index Futures Contracts and Related
Options." In addition, since many of such transactions are conducted directly
with counterparties, and not on an exchange or board of trade, the Fund's
ability to realize any investment return on such transactions may be dependent
on the counterparty's ability or willingness to meet its obligations.

Repurchase Agreements and Securities Loans. The Fund may enter into
repurchase agreements and securities loans. Under a repurchase agreement, the
Fund purchases a debt instrument for a relatively short period (usually not more
than one week), which the seller agrees to repurchase at a fixed time and price,
representing the Fund's cost plus interest. Under a securities loan, the Fund
lends portfolio securities. The Fund will enter into repurchase agreements and
securities loans only with commercial banks and with registered broker-dealers
who are members of a national securities exchange or market makers in government
securities, and in the case of repurchase agreements, only if the debt
instrument is a U.S. government security. Although the Adviser will monitor
these transactions to ensure that they will be fully collateralized at all
times, the Fund bears a risk of loss if the other party defaults on its
obligation and the Fund is delayed or prevented from exercising its rights to
dispose of the collateral. If the other party should become involved in
bankruptcy or insolvency proceedings, it is possible that the Fund may be
treated as an unsecured creditor and be required to return the underlying
collateral to the other party's estate.

Changes in Policies. The Trust's Trustees may change the Fund's
investment strategies and other policies without shareholder approval, except as
otherwise indicated. The Trustees will not materially change the Fund's
investment objective without shareholder approval.

6
<PAGE> 7
MANAGEMENT AND ORGANIZATION

The Fund and The Portfolio. State Street Institutional Investment Trust
is an open-end management investment company. It was organized as a business
trust under the laws of the Commonwealth of Massachusetts on February 16, 2000.
The Fund is a separate diversified series of the Trust. The Portfolio in which
the Fund invests is managed under the general oversight of the Board of Trustees
of State Street Master Funds. State Street, through its State Street Global
Advisors division, has served as investment adviser to the Portfolio since its
inception.

The Trustees of the Fund are responsible for generally overseeing the
investments of the Fund's shares. If the Adviser were to invest the Fund's
assets directly, it would, subject to such policies as the Trustees may
determine, furnish a continuing investment program for the Fund and make
investment decisions on its behalf.

The Equity 500 Index Fund offers both Class A and Class B shares. Only
the Class A shares of the Fund are discussed in this prospectus.

The Adviser. The Fund has entered into an investment advisory agreement
with State Street pursuant to which the Adviser would manage the Fund's assets
directly in the event that the Fund were to cease investing substantially all of
its assets in the Portfolio. State Street does not receive any fees from the
Fund under that agreement so long as the Fund continues to invest substantially
all of its assets in the Portfolio or in another investment company.

The Adviser places all orders for purchases and sales of the Fund's (or
the underlying Portfolio's) investments. In selecting broker dealers, the
Adviser may consider research and brokerage services furnished to it and its
affiliates. Affiliates of the Adviser may receive brokerage commissions from the
Fund or Portfolio in accordance with procedures adopted by the Trustees under
the 1940 Act, which require periodic review of these transactions.

As of March 31, 2000, the Adviser managed approximately $723.3 billion
in assets. The Adviser's principal address is Two International Place, Boston,
Massachusetts 02110.

The Administrator, Custodian, Transfer and Dividend Disbursing Agent.
State Street is the Administrator for the Fund and the Custodian for the Fund's
assets, and serves as the Transfer Agent to the Fund. As compensation for its
services as Administrator, Custodian and Transfer Agent (and for assuming
ordinary operating expenses of the Fund, including ordinary legal and audit
expenses), State Street receives a fee at an annual rate of 0.05% of average
daily net assets of the Fund.

7
<PAGE> 8

loans, request deposit of collateral, monitor daily the value of the loaned
securities and collateral, request that the borrowers add to the collateral when
required by the loan agreements, and provide record-keeping and accounting
services necessary for the operation of the program. For its services, the
lending agent would typically receive a portion of the next investment income,
if any, earned on the collateral for the securities loaned. (At any time when
the Fund invests in the Portfolio, the Fund would not likely engage directly in
securities lending activities; State Street may serve as lending agent for the
Portfolio on the same terms.)

SHAREHOLDER INFORMATION

Determination of Net Asset Value. The Fund's net asset value is
calculated on each day the New York Stock Exchange (the "NYSE") is open as of
the close of regular trading on the NYSE. The net asset value is based on the
market value of the securities held in the Fund. The net asset value per share
is calculated by dividing the value of the net asset value of the Fund by the
number of shares outstanding. If quotations are not readily available, the
portfolio securities will be valued by methods approved by the Trustees intended
to reflect fair value.

Purchasing Shares. Investors pay no sales load to invest in this Fund.
The price for Fund shares is the net asset value per share. Orders will be
priced at the net asset value next calculated after the order is accepted by the
Fund.

There is no minimum initial investment in the Fund, although the
Trustees may impose a minimum initial investment amount at any time. There is no
minimum subsequent investment. The Fund intends to be as fully invested as is
practicable; therefore, investments must be made either in Federal Funds (i.e.,
monies credited to the account of the Fund's custodian bank by a Federal Reserve
Bank) or securities acceptable to the Adviser. (Please consult your tax adviser
regarding in-kind transactions.) The Fund reserves the right to cease accepting
investments at any time or to reject any investment order.

Redeeming Shares. An investor may withdraw all or any portion of its
investment at the net asset value next determined after it submits a withdrawal
request, in proper form, to the Fund. The Fund will pay the proceeds of the
withdrawal either in Federal Funds or in securities ("in-kind") at the
discretion of the Adviser, normally on the next Fund business day after the
withdrawal, but in any event no more than seven days after the withdrawal.
(Please consult your tax adviser regarding in-kind transactions.) At the request
of an investor, the Fund will normally redeem in-kind to the investor. The right
of any investor to receive payment with respect to any withdrawal may be
suspended or the payment of the withdrawal proceeds postponed during any period
in which the NYSE is closed (other than weekends or holidays) or trading on the
NYSE is restricted or, to the extent otherwise permitted by the 1940 Act, if an
emergency exists.

8
<PAGE> 9
DISTRIBUTION/SERVICING (12b-1) PLAN

The Fund has adopted a distribution plan under which the Fund may
compensate its distributor (or others) for services in connection with the
distribution of the Fund's Class A shares and for services provided to Fund
shareholders. The plan calls for payments at an annual rate (based on average
net assets) of up to 0.15%. Because these fees are paid out of the Fund's assets
on an ongoing basis, they will increase the cost of your investment and may cost
you more over time than paying other types of sales charges.

DIVIDENDS, DISTRIBUTIONS AND TAX CONSIDERATIONS

Dividends and capital gains of the Fund will be declared and paid
annually.

For federal income tax purposes, distributions of investment income are
taxable as ordinary income. Taxes on distributions of capital gains are
determined by how long the Fund owned the investments that generated them,
rather than how long you have owned your shares. Distributions are taxable to
you even if they are paid from income or gains earned by the Fund before your
investment (and thus were included in the price you paid). Distributions of
gains from investments that the Fund owned for more than one year will be
taxable as capital gains (generally at a 20% rate for noncorporate
shareholders). Distributions of gains from investments that the Fund owned for
one year or less will be taxable as ordinary income. Distributions are taxable
whether you received them in cash or reinvested them in additional shares.

Any gain resulting from the sale or exchange of your shares will
generally also be subject to tax. You should consult your tax advisor for more
information on your own tax situation, including possible foreign, state and
local taxes.

9
<PAGE> 10
For more information about STATE STREET EQUITY 500 INDEX FUND:

The Fund's statement of additional information (SAI) includes
additional information about the Fund and is incorporated by reference into this
document. Additional information about the Fund's investments will be available
in the Fund's annual and semi-annual reports to shareholders. In the Fund's
annual report, you will fund a discussion of the market conditions and
investment strategies that significantly affected the Fund's performance during
its last fiscal year.

The SAI and the Fund's annual and semi-annual reports will be
available, without charge, upon request. Shareholders in the Fund may make
inquiries to the Fund to receive such information by calling the Fund toll free
at 1-877-517-9758.

Information about the Fund (including the SAI) can be reviewed and
copied at the Commission's Public Reference Room in Washington, D.C. Information
on the operation of the Public Reference Room may be obtained by calling the
Commission at 1-202-942-8090. Reports and other information about the Fund are
available free of charge on the EDGAR Database on the Commission's Internet site
at http://www.sec.gov; copies of this information also may be obtained, after
paying a duplicating fee, by electronic request at the following E-mail address:
[email protected], or by writing the Commission's Public Reference Section,
Washington, D.C. 20549-0102.

STATE STREET GLOBAL ADVISORS
TWO INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02109
1-877-517-9758

The State Street Institutional Investment Trust's Investment Company Act File
Number is 811-9819.

10
<PAGE> 11
State Street Institutional Investment Trust

PO Box 1713, Boston, Massachusetts 02105-1713

(877) 517-9758

STATE STREET EQUITY 500 INDEX FUND
CLASS B SHARES

Prospectus Dated September 5, 2000

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

11
<PAGE> 12

INTRODUCTION

The State Street Equity 500 Index Fund (the "Fund") is a mutual fund
that seeks to provide an investment return matching, as closely as possible
before expenses, the performance of the Standard & Poor's 500(R) Composite Stock
Price Index (the "S&P 500 Index" or the "Index"). The Fund is a series of the
State Street Institutional Investment Trust (the "Trust"), which is an open-end
management investment company organized under the laws of the Commonwealth of
Massachusetts. State Street Bank and Trust Company, acting through its division,
State Street Global Advisors (the "Adviser"), is the investment adviser to the
Fund and to the portfolio in which it invests.

RISK/RETURN SUMMARY

12
<PAGE> 13
In addition, the Fund may at times purchase or sell futures contracts
on the Index, or options on those futures, in lieu of investment directly in the
stocks making up the Index. The Fund might do so, for example, in order to
increase its investment exposure pending investment of cash in the stocks
comprising the Index. Alternatively, the Fund might use futures or options on
futures to reduce its investment exposure in situations where it intends to sell
a portion of the stocks in its portfolio but the sale has not yet been
completed. The Fund may also, to the extent permitted by applicable law, invest
in shares of other mutual funds whose investment objectives and policies are
similar to those of the Fund. The Fund may also enter into other derivatives
transactions, including the purchase or sale of options or enter into swap
transactions, to assist in matching the performance of the Index.

Principal Risks.

- Stock values could decline generally or could under-perform other
investments.

Performance Information.

Performance information for the Fund has been omitted because the Fund
had not commenced investment operations as of the date of this Prospectus.

13
<PAGE> 14

FEES AND EXPENSES

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

<TABLE>
<S> <C>
Management Fees(1) 0.045%

Distribution (12b-1) Fees 0.25%

Other Expenses 0.05%
------
Total Annual Fund Operating Expenses 0.345%
</TABLE>

Example: This Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. It assumes that you
invest $10,000 in the Fund for the time periods indicated and then redeem all of
your shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

<TABLE>
<CAPTION>
1 year 3 years
<S> <C> <C>
$35 $111
</TABLE>

OTHER INVESTMENT CONSIDERATIONS AND RISKS

14
<PAGE> 15
Index Futures Contracts and Related Options. The Fund may buy and sell
futures contracts on the Index and options on those futures contracts. An "index
futures" contract is a contract to buy or sell units of an index at an agreed
price on a specified future date. Depending on the change in value of the index
between the time when the Fund enters into and terminates an index future or
option transaction, the Fund realizes a gain or loss. Options and futures
transactions involve risks. For example, it is possible that changes in the
prices of futures contracts on the Index will not correlate precisely with
changes in the value of the Index. In those cases, use of futures contracts and
related options might decrease the correlation between the return of the Fund
and the return of the Index. In addition, the Fund incurs transaction costs in
entering into, and closing out, positions in futures contracts and related
options. These costs typically have the effect of reducing the correlation
between the return of the Fund and the return of the Index.

15
<PAGE> 16

MANAGEMENT AND ORGANIZATION

The Equity 500 Index Fund offers both Class A and Class B shares. Only
the Class B shares of the Fund are discussed in this prospectus.

As of March 31, 2000, the Adviser managed approximately $723.3 billion
in assets. The Adviser's principal address is Two International Place, Boston,
Massachusetts 02110.

16
<PAGE> 17

loans, request deposit of collateral, monitor daily the value of the loaned
securities and collateral, request that borrowers add to the collateral when
required by the loan agreements, and provide record-keeping and accounting
services necessary for the operation of the program. For its services, the
lending agent would typically receive a portion of the net investment income, if
any, earned on the collateral for the securities loaned. (At any time when the
Fund invests in the Portfolio, the Fund would not likely engage directly in
securities lending activities; State Street may serve as lending agent for the
Portfolio on the same terms.)

SHAREHOLDER INFORMATION

17
<PAGE> 18

DISTRIBUTION/SERVICING (12B-1) PLAN

The Fund has adopted a distribution plan under which the Fund may
compensate its distributor (or others) for services in connection with the
distribution of the Fund's Class B shares and for services provided to Fund
shareholders. The plan calls for payments at an annual rate (based on average
net assets) of up to 0.25%. Because these fees are paid out of the Fund's assets
on an ongoing basis, they will increase the cost of your investment and may cost
you more over time than paying other types of sales charges.

DIVIDENDS, DISTRIBUTIONS AND TAX CONSIDERATIONS

Dividends and capital gains will be declared and paid annually.

18
<PAGE> 19
For more information about STATE STREET EQUITY 500 INDEX FUND:

The Fund's statement of additional information (SAI) includes
additional information about the Fund and is incorporated by reference into this
document. Additional information about the Fund's investments will be available
in the Fund's annual and semi-annual reports to shareholders. In the Fund's
annual report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's performance during
its last fiscal year.

STATE STREET GLOBAL ADVISORS
TWO INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02109
1-877-517-9758

The State Street Institutional Investment Trust's Investment Company Act File
Number is 811-9819.

19
<PAGE> 20
State Street Institutional Investment Trust
PO Box 1713, Boston, Massachusetts 02105-1713

(877) 517-9758

STATE STREET EQUITY 400 INDEX FUND

Prospectus Dated September 5, 2000

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

20
<PAGE> 21

INTRODUCTION

The State Street Equity 400 Index Fund (the "Fund") is a mutual fund
that seeks to provide an investment return matching, as closely as possible
before expenses, the performance of the Standard & Poor's MidCap 400(R)
Composite Stock Price Index (the "S&P 400 Index" or the "Index"). The Fund is a
series of the State Street Institutional Investment Trust (the "Trust"), which
is an open-end management investment company organized as a business trust under
the laws of the Commonwealth of Massachusetts. State Street Bank and Trust
Company, acting through its division, State Street Global Advisors (the
"Adviser"), is the investment adviser to the Fund and to the portfolio in which
it invests.

RISK/RETURN SUMMARY

Investment Objective. The Fund's investment objective is to match as
closely as possible, before expenses, the performance of the S&P 400 Index. The
Fund seeks to achieve its investment objective by investing substantially all of
its investable assets in a corresponding portfolio (the "Portfolio") of State
Street Master Funds that has the same investment objective as, and investment
policies that are substantially similar to those of, the Fund. In reviewing the
investment objective and policies of the Fund below, you should assume that the
investment objective and policies of the Portfolio are the same in all material
respects as those of the Fund (and that, at times when the Fund has invested its
assets in the Portfolio, the descriptions below of the Fund's investment
strategies and risks should be read as also applicable to the Portfolio). There
is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund is not managed according to
traditional methods of "active" investment management, which involve the buying
and selling of securities based upon economic, financial and market analysis and
investment judgment. Instead, the Fund, using a "passive" or "indexing"
investment approach, attempts to match, before expenses, the performance of the
S&P 400 Index. The S&P 400 Index is a well-known stock market index that
includes common stocks of 400 mid-sized companies from several industrial
sectors representing a significant portion of the market value of all stocks
publicly traded in the United States. (For a discussion of how the securities in
the S&P 400 Index are selected, see "Other Investment Considerations and Risks -
The S&P400 Index", below.) The Adviser seeks a correlation of 0.95 or better
between the Fund's performance and the performance of the Index. (1.00 would
represent perfect correlation.)

The Fund intends to invest in all of the stocks comprising the Index in
proportion to their weightings in the Index. However, under various
circumstances, it may not be possible or practicable to purchase all 400 stocks
in those weightings. In those circumstances, the Fund may purchase a sample of
the stocks in the Index in proportions expected by the Adviser to match
generally the performance of the Index as a whole. In addition, from time to
time stocks are added to or removed from the Index. The Fund

21
<PAGE> 22

may sell stocks that are represented in the Index, or purchase stocks that are
not yet represented in the Index, in anticipation of their removal from or
addition to the Index.

In addition, the Fund may at times purchase or sell futures contracts
on the Index, or options on those futures, in lieu of investment directly in the
stocks making up the Index. The Fund might do so, for example, in order to
increase its investment exposure pending investment of cash in the stocks
comprising the Index. Alternatively, the Fund might use futures or options on
futures to reduce its investment exposure in situations where it intends to sell
a portion of the stocks in its portfolio but the sale has not yet been
completed. The Fund may also, to the extent permitted by applicable law, invest
in shares of other mutual funds whose investment objectives and policies are
similar to those of the Fund. The Fund may also enter into other derivatives
transactions, including the purchase or sale of options or enter into swap
transactions, to assist in matching the performance of the Index.

Principal Risks.

- Stock values could decline generally or could under-perform other
investments.

- Because the S&P 400 Index includes stocks of mainly mid-capitalization
companies, the Fund's investments consist mainly of stocks of
mid-capitalization companies. Returns on investments in mid-cap stocks
could be more volatile than, or trail the returns on, investments in
larger or smaller capitalization U.S. stocks.

- Mid-cap companies may be more likely than large-cap companies to have
relatively limited product lines, markets or financial resources, or
depend on a few key employees.

Performance Information.

Performance information for the Fund has been omitted because the Fund
had not commenced investment operations as of the date of this Prospectus.

22
<PAGE> 23

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Fund. As a shareholder in a Portfolio, the Fund bears its
ratable share of the Portfolio's expenses, including advisory and administrative
fees, and at the same time continues to pay its own fees and expenses. The table
and the Example reflect the expenses of both the Fund and the Portfolio.

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

<TABLE>
<S> <C>
Management Fees(2) 0.08%

Distribution (12b-1) Fees 0.25%

Other Expenses 0.10%

Total Annual Fund Operating Expenses 0.43%
</TABLE>

<TABLE>
<CAPTION>
1 year 3 years
<S> <C>
$44 $138
</TABLE>

OTHER INVESTMENT CONSIDERATIONS AND RISKS

The S&P 400 Index. The S&P 400 Index is a well-known stock market index
that includes common stocks of 400 companies from several industrial sectors
representing a significant portion of the market value of all common stocks
publicly traded in the United States, most of which are listed on the New York
Stock Exchange, Inc. (the "NYSE"). Unlike the S&P 500 Index, which is designed
to represent the performance of the large-capitalization sector of the U.S.
securities market, the S&P 400 Index is designed to represent the performance of
the mid-capitalization sector of the U.S. securities market. Stocks in the S&P
400 Index are weighted according to their market capitalizations (i.e., the
number of shares outstanding multiplied by the stock's current price). The
companies chosen for the S&P 400 Index generally have market values between $800
million and $3 billion, depending upon current equity market valuations. (Stocks
in the S&P 400 Index

-----------

(2) This fee represents the advisory fee paid by the corresponding Portfolio
of State Street Master Funds.

23
<PAGE> 24

will not simultaneously be listed in the S&P 500 Index.) The composition of the
S&P 400 Index is determined by Standard & Poor's and is based on such factors as
the market capitalization and trading activity of each stock and its adequacy as
a representation of stocks in a particular industry group, and may be changed
from time to time. "Standard & Poor's(R)", "S&P", "S&P 400", "Standard & Poor's
400" and "400" are trademarks of The McGraw-Hill Companies, Inc. and have been
licensed for use by the Fund. The Fund is not sponsored, endorsed, sold or
promoted by S&P, and S&P makes no representation regarding the advisability of
investing in the Fund.

Index Futures Contracts and Related Options. The Fund may buy and sell
futures contracts on the Index and options on those futures contracts. An "index
futures" contract is a contract to buy or sell units of an index at an agreed
price on a specified future date. Depending on the change in value of the index
between the time when the Fund enters into and terminates an index future or
option transaction, the Fund realizes a gain or loss. Options and futures
transactions involve risks. For example, it is possible that changes in the
prices of futures contracts on the Index will not correlate precisely with
changes in the value of the Index. In those cases, use of futures contracts and
related options might decrease the correlation between the return of the Fund
and the return of the Index. In addition, the Fund incurs transaction costs in
entering into, and closing out, positions in futures contracts and related
options. These costs typically have the effect of reducing the correlation
between the return of the Fund and the return of the Index.

24
<PAGE> 25
Changes in Policies. The Trust's Trustees may change the Fund's
investment strategies and other policies without shareholder approval, except as
otherwise indicated. The Trustees will not materially change the Fund's
investment objective without shareholder approval.

MANAGEMENT AND ORGANIZATION

As of March 31, 2000, the Adviser managed approximately $723.3 billion
in assets. The Adviser's principal address is Two International Place, Boston,
Massachusetts 02110.

25
<PAGE> 26

The Lending Agent. State Street may serve as the lending agent for the
Trust. In such capacity, it would cause the delivery of loaned securities from
the Fund to borrowers, arrange for the return of loaned securities to the Fund
at the termination of loans, request deposit of collateral, monitor daily the
value of the loaned securities and collateral, request that borrowers add to the
collateral when required by the loan agreements, and provide record-keeping and
accounting services necessary for the operation of the program. For its
services, the lending agent would typically receive a portion of the net
investment income, if any, earned on the collateral for the securities loaned.
(At any time when the Fund invests in the Portfolio, the Fund would not likely
engage directly in securities lending activities; State Street may serve as
lending agent for the Portfolio on the same terms.)

SHAREHOLDER INFORMATION

26
<PAGE> 27

DISTRIBUTION/SERVICING (12b-1) PLAN

The Fund has adopted a distribution plan under which the Fund may
compensate its distributor (or others) for services in connection with the
distribution of the Fund's shares and for services provided to Fund
shareholders. The plan calls for payments at an annual rate (based on average
net assets) of up to 0.25%. Because these fees are paid out of the Fund's assets
on an ongoing basis, they will increase the cost of your investment and may cost
you more over time than paying other types of sales charges.

DIVIDENDS, DISTRIBUTIONS AND TAX CONSIDERATIONS

Dividends and capital gains of the Fund will be declared and paid
annually.

27
<PAGE> 28
For more information about STATE STREET EQUITY 400 INDEX FUND:

The Fund's statement of additional information (SAI) includes
additional information about the Fund and is incorporated by reference into this
document. Additional information about the Fund's investments will be available
in the Fund's annual and semi-annual reports to shareholders after the Fund has
been in existence for a calendar year. In the Fund's annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year.

The SAI and the Fund's annual and semi-annual reports are available,
without charge, upon request. Shareholders in the Fund may make inquiries to the
Fund to receive such information by calling the Fund toll free at
1-877-517-9758.

STATE STREET GLOBAL ADVISORS
TWO INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02109
1-877-517-9758

The State Street Institutional Investment Trust's Investment Company Act File
Number is 811-9819.

28
<PAGE> 29
State Street Institutional Investment Trust
PO Box 1713, Boston, Massachusetts 02105-1713

(877) 517-9758

STATE STREET EQUITY 2000 INDEX FUND

Prospectus Dated September 5, 2000

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

29
<PAGE> 30

INTRODUCTION

The State Street Equity 2000 Index Fund (the "Fund") is a mutual fund
that seeks to provide an investment return matching, as closely as possible
before expenses, the performance of the Russell 2000(R) Index (the "Russell 2000
Index" or the "Index"). The Fund is a series of the State Street Institutional
Investment Trust, which is an open-end management investment company organized
as a business trust under the laws of the Commonwealth of Massachusetts. State
Street Bank and Trust Company, acting through its division, State Street Global
Advisors (the "Adviser"), is the investment adviser to the Fund and to the
portfolio in which it invests.

RISK/RETURN SUMMARY

Investment Objective. The Fund's investment objective is to match as
closely as possible, before expenses, the performance of the Russell 2000 Index.
The Fund seeks to achieve its investment objective by investing substantially
all of its investable assets in a corresponding portfolio (the "Portfolio") of
State Street Master Funds that has the same investment objective as, and
investment policies that are substantially similar to those of, the Fund. In
reviewing the investment objective and policies of the Fund below, you should
assume that the investment objective and policies of the Portfolio are the same
in all material respects as those of the Fund (and that, at times when the Fund
has invested its assets in the Portfolio, the descriptions below of the Fund's
investment strategies and risks should be read as also applicable to the
Portfolio). There is no assurance that the Fund will achieve its investment
objective.

Principal Investment Strategies. The Fund uses a management strategy
designed to track the performance of the Russell 2000 Index. The Russell 2000
Index is one of the most widely accepted benchmarks of U.S. small capitalization
stock market total return. It includes the 2,000 smallest capitalization stocks
of the 3,000 largest capitalization U.S. stocks.

The Fund, using an "indexing" investment approach, attempts to match,
before expenses, the performance of the Russell 2000 Index. The Adviser seeks a
correlation of 0.95 or better between the Fund's performance and the performance
of the Index. (1.00 would represent perfect correlation.)

The Fund may invest in all of the stocks comprising the Index in
proportion to their weightings in the Index. However, under various
circumstances, it may not be possible or practicable to purchase all of those
stocks in those weightings. In those circumstances, the Fund may purchase a
sample of the stocks in the Index in proportions expected by the Adviser to
match generally the performance of the Index as a whole. In addition, from time
to time stocks are added to or removed from the Index. The Fund may sell stocks
that are represented in the Index, or purchase stocks that are not yet
represented in the Index, in anticipation of their removal from or addition to
the Index.

30
<PAGE> 31
In addition, the Fund may at times purchase or sell futures contracts
on the Index, or on U.S. securities, or options on those futures, in lieu of
investment directly in debt securities. The Fund might do so, for example, in
order to increase its investment exposure pending investment in debt securities.
Alternatively, the Fund might use futures or options on futures to reduce its
investment exposure in situations where it intends to sell a portion of the
stocks in its portfolio but the sale has not yet been completed. The Fund may
also, to the extent permitted by applicable law, invest in shares of other
mutual funds whose investment objectives and policies are similar to those of
the Fund. The Fund may also enter into other derivatives transactions, including
the purchase or sale of options or enter into swap transactions, to assist in
matching the performance of the Index.

Principal Risks.

- Stock values could decline generally or could under-perform other
investments.

- Returns on investments in stocks of small U.S. companies could trail the
returns on investments in stocks of larger companies.

- Small companies may be more likely than mid-cap and large-cap companies to
have relatively limited product lines, markets or financial resources, or
depend on a few key employees.

- The Fund's return may not match the return of the Index for a number of
reasons. For example, the return on the securities and other investments
selected by the Adviser may not correlate precisely with the return on the
Index. The Fund incurs a number of operating expenses not applicable to
the Index, and incurs costs in buying and selling securities. The Fund may
not be fully invested at times, either as a result of cash flows into the
Fund or reserves of cash held by the Fund to meet redemptions. The return
on the sample of stocks purchased by the Adviser, or futures or other
derivative positions taken by the Adviser, to match the performance of the
Index may not correlate precisely with the return on the Index.

Performance Information.

Performance information for the Fund has been omitted because the Fund
had not commenced investment operations as of the date of this Prospectus.

31
<PAGE> 32

FEES AND EXPENSES

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

<TABLE>
<S> <C>
Management Fees(1) 0.10%

Distribution (12b-1) Fees 0.25%

Other Expenses 0.10%
-----
Total Annual Fund Operating Expenses 0.45%
</TABLE>

<TABLE>
<CAPTION>
1 year 3 years
<S> <C> <C>
$46 $145
</TABLE>

OTHER INVESTMENT CONSIDERATIONS AND RISKS

The Russell 2000 Index. The Russell 2000 Index is composed of 2000
common stocks, which are chosen by Frank Russell Company ("Russell"), based upon
market capitalization. Each year on May 31st, Russell ranks the 3,000 largest
U.S. stocks by market capitalization in order to create the Russell 3000 Index,
which represents approximately 98% of the total U.S. equity market. After the
initial list of 3,000 eligible stocks is determined, the shares outstanding for
each company are adjusted for corporate cross-ownership and large private
holdings. The Russell 2000 Index is a subset of the Russell 3000 Index,
representing the smallest 2000 stocks of the Russell 3000 Index. The purpose of
the Russell 2000 Index is to provide a comprehensive representation of the
investable U.S. small-capitalization equity market. The inclusion of a stock in
the Russell 2000 Index in no way implies that Russell believes the stock to be
an attractive investment, nor is Russell a sponsor or in any way affiliated with
the Fund. The 2000 securities, most of which trade on the New York Stock
Exchange and NASDAQ,

32
<PAGE> 33
represent approximately 8% of the market value of all U.S. common stocks.
Russell indices only include common stocks domiciled in the United States and
its territories.

REITs. The Fund may invest in real estate investment trusts, known as
"REITs". REITs involve certain special risks in addition to those risks
associated with investing in the real estate industry in general (such as
possible declines in the value of real estate, lack of availability of mortgage
funds or extended vacancies of property). Equity REITs may be affected by
changes in the value of the underlying property owned by the REITs, while
mortgage REITs may be affected by the quality of any credit extended. REITs are
dependent upon management skills, are subject to heavy cash flow dependency,
risks of default by borrowers, and self-liquidation. REITs are also subject to
the possibilities of failing to qualify for tax-free pass-through of income
under the Internal Revenue Code, and failing to maintain their exemptions from
registration under the 1940 Act. Investing in REITs involves risks similar to
those associated with investing in small capitalization companies. REITs may
have limited financial resources, may trade less frequently and in limited
volume and may be subject to more volatility than other investments.

33
<PAGE> 34
agreements, only if the debt instrument is a U.S. government security. Although
the Adviser will monitor these transactions to ensure that they will be fully
collateralized at all times, the Fund bears a risk of loss if the other party
defaults on its obligation and the Fund is delayed or prevented from exercising
its rights to dispose of the collateral. If the other party should become
involved in bankruptcy or insolvency proceedings, it is possible that the Fund
may be treated as an unsecured creditor and be required to return the underlying
collateral to the other party's estate.

MANAGEMENT AND ORGANIZATION

As of March 31, 2000, the Adviser managed approximately $723.3 billion
in assets. The Adviser's principal address is Two International Place, Boston,
Massachusetts 02110.

34
<PAGE> 35

SHAREHOLDER INFORMATION

35
<PAGE> 36
Fund business day after the withdrawal, but in any event no more than seven days
after the withdrawal. (Please consult your tax adviser regarding in-kind
transactions.) At the request of an investor, the Fund will normally redeem
in-kind to the investor. Investments in the Fund may not be transferred. The
right of any investor to receive payment with respect to any withdrawal may be
suspended or the payment of the withdrawal proceeds postponed during any period
in which the NYSE is closed (other than weekends or holidays) or trading on the
NYSE is restricted or, to the extent otherwise permitted by the 1940 Act, if an
emergency exists.

DISTRIBUTION/SERVICING (12B-1) PLAN

DIVIDENDS, DISTRIBUTIONS AND TAX CONSIDERATIONS

Dividends and capital gains of the Fund will be declared and paid
annually.

36
<PAGE> 37

For more information about STATE STREET EQUITY 2000 INDEX FUND:

The Fund's statement of additional information (SAI) includes
additional information about the Fund and is incorporated by reference into this
document. Additional information about the Fund's investments will be available
in the Fund's annual and semi-annual reports to shareholders after the Fund has
been in existence for a calendar year. In the Fund's annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year.

STATE STREET GLOBAL ADVISORS
TWO INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02109
1-877-517-9758

The State Street Institutional Investment Trust's Investment Company Act File
Number is 811-9819.

37
<PAGE> 38
State Street Institutional Investment Trust

PO Box 1713, Boston, Massachusetts 02105-1713

(877) 517-9758

STATE STREET MSCI EAFE INDEX FUND

Prospectus Dated September 5, 2000

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

38
<PAGE> 39

INTRODUCTION

The State Street MSCI EAFE Index Fund (the "Fund") is a mutual fund
that seeks to provide an investment return matching, as closely as possible
before expenses, the performance of the Morgan Stanley Capital International
(MSCI(R)) Europe, Australia, Far East (EAFE(R)) Index (the "MSCI EAFE Index" or
the "Index"). The Fund is a series of the State Street Institutional Investment
Trust (the "Trust"), which is an open-end management investment company
organized under the laws of the Commonwealth of Massachusetts. State Street Bank
and Trust Company, acting through its division, State Street Global Advisors
(the "Adviser"), is the investment adviser to the Fund and to the portfolio in
which it invests.

RISK/RETURN SUMMARY

Investment Objective. The Fund's investment objective is to match as
closely as possible, before expenses, the performance of the MSCI EAFE Index.
The Fund seeks to achieve its investment objective by investing substantially
all of its investable assets in a corresponding portfolio (the "Portfolio") of
State Street Master Funds that has the same investment objective as, and
investment policies that are substantially similar to those of, the Fund. In
reviewing the investment objective and policies of the Fund below, you should
assume that the investment objective and policies of the Portfolio are the same
in all material respects as those of the Fund (and that, at times when the Fund
has invested its assets in the Portfolio, the descriptions below of the Fund's
investment strategies and risks should be read as also applicable to the
Portfolio). There is no assurance that the Fund will achieve its investment
objective.

Principal Investment Strategies. The Fund is not managed according to
traditional methods of "active" investment management, which involve the buying
and selling of securities based upon economic, financial and market analysis and
investment judgment. Instead, the Fund, using a "passive" or "indexing"
investment approach, attempts to replicate, before expenses, the performance of
the MSCI EAFE Index. The MSCI EAFE Index is a well-known international stock
market index that includes over 1,000 securities listed on the stock exchanges
of 20 developed market countries (but not the United States). The Adviser seeks
a correlation of 0.95 or better between the Fund's performance and the
performance of the Index. (1.00 would represent perfect correlation.)

39
<PAGE> 40
In addition, the Fund may at times purchase or sell futures contracts
on the Index, or options on those futures, in lieu of investment directly in the
stocks making up the Index. The Fund might do so, for example, in order to
increase its investment exposure pending investment of cash in the stocks
comprising the Index. Alternatively, the Fund might use futures or options on
futures to reduce its investment exposure in situations where it intends to sell
a portion of the stocks in its portfolio but the sale has not yet been
completed. The Fund may also, to the extent permitted by applicable law, invest
in shares of other mutual funds whose investment objectives and policies are
similar to those of the Fund. The Fund may also enter into other derivatives
transactions, including the purchase or sale of options or enter into swap
transactions, to assist in matching the performance of the Index.

Principal Risks.

- Stock values could decline generally or could under-perform other
investments.

- Returns on investments in foreign stocks could be more volatile than, or
trail the returns on, investments in U.S. stocks.

- Foreign investments are subject to a variety of risks not associated with
investing in the United States, including currency fluctuations, economic
or financial instability, lack of timely or reliable information, and
unfavorable political or legal developments.

Performance Information.

Performance information for the Fund has been omitted because the Fund
had not commenced investment operations as of the date of this Prospectus.

40
<PAGE> 41

FEES AND EXPENSES

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

<TABLE>
<S> <C>
Management Fees(1) 0.15%

Distribution (12b-1) Fees 0.25%

Other Expenses 0.10%
------
Total Annual Fund Operating Expenses 0.50%
</TABLE>

<TABLE>
<CAPTION>
1 year 3 years
<S> <C> <C>
$51 $161
</TABLE>

OTHER INVESTMENT CONSIDERATIONS AND RISKS

The MSCI EAFE Index. The MSCI EAFE Index is an arithmetic, market
value-weighted average of the performance of over 1,000 securities listed on the
stock exchanges of the countries determined by MSCI to be "developed". Although
the list of developed markets may change over time, at the date of this
prospectus, these included: Australia, Austria, Belgium, Denmark, Finland,
France, Germany, Hong Kong, Ireland, Italy, Japan, Netherlands, New Zealand,
Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.
The designation of a market as "developed", by MSCI, arises from several
factors, the most common of which is minimum gross domestic product per capita.
The MSCI EAFE Index is structured to represent the opportunities available to an
international investor in developed markets. MSCI targets 60% of the available
market capitalization of each country for inclusion in the Index. Securities
selected by MSCI for inclusion in the Index must have acceptable levels of
liquidity and free float. MSCI also avoids inclusion of companies that have a
significant ownership stake in another company since substantial cross-ownership
can skew industry

41
<PAGE> 42

weights, distort country-level valuations and overstate a country's true market
size. The inclusion of a stock in the MSCI EAFE Index in no way implies that
MSCI believes the stock to be an attractive investment, nor is MSCI a sponsor or
in any way affiliated with the Fund. The MSCI EAFE Index is the exclusive
property of MSCI. Morgan Stanley Capital International is a service mark of MSCI
and has been licensed for use by the Trust.

Changes in Policies. The Trust's Trustees may change the Fund's
investment strategies and other policies without shareholder approval, except as
otherwise indicated.

42
<PAGE> 43
The Trustees will not materially change the Fund's investment objective without
shareholder approval.

MANAGEMENT AND ORGANIZATION

As of March 31, 2000, the Adviser managed approximately $723.3 billion
in assets. The Adviser's principal address is Two International Place, Boston,
Massachusetts 02110.

43
<PAGE> 44

SHAREHOLDER INFORMATION

Redeeming Shares. An investor may withdraw all or any portion of its
investment at the net asset value next determined after it submits a withdrawal
request, in proper form, to the Fund. The Fund will pay the proceeds of the
withdrawal either in Federal Funds or in securities ("in-kind") at the
discretion of the Adviser, normally on the next Fund business day after the
withdrawal, but in any event no more than seven days after the withdrawal.
(Please consult your tax advisor regarding in-kind transactions.) At the request
of an investor, the Fund will normally redeem in-kind to the investor. The right
of any investor to receive payment with respect to any withdrawal may be
suspended or the payment of the withdrawal proceeds postponed during any period
in which the NYSE is closed (other than weekends or holidays) or trading on the
NYSE is restricted or, to the extent otherwise permitted by the 1940 Act, if an
emergency exists.

44
<PAGE> 45

DISTRIBUTION/SERVICING (12B-1) PLAN

The Fund has adopted a distribution plan under which the Fund may compensate its
distributor (or others) for services in connection with the distribution of the
Fund's shares and for services provided to Fund shareholders. The plan calls for
payments at an annual rate (based on average net assets) of up to 0.25%. Because
these fees are paid out of the Fund's assets on an ongoing basis, they will
increase the cost of your investment and may cost you more over time than paying
other types of sales charges.

DIVIDENDS, DISTRIBUTIONS AND TAX CONSIDERATIONS

Dividends and capital gains of the Fund will be declared and paid
annually.

The Fund's investments in foreign securities may be subject to foreign
withholding taxes. In that case, the Fund's yield on those securities would be
decreased. Shareholders may be entitled to claim a credit or deduction with
respect to foreign taxes. In addition, the Fund's investments in foreign
securities or foreign currencies may increase or accelerate the Fund's
recognition of ordinary income and may affect the timing or amount of the Fund's
distributions.

45
<PAGE> 46

For more information about STATE STREET MSCI EAFE INDEX FUND:

The Fund's statement of additional information (SAI) includes
additional information about the Fund and is incorporated by reference into this
document. Additional information about the Fund's investments will be available
in the Fund's annual and semi-annual reports to shareholders after the Fund has
been in existence for a calendar year. In the Fund's annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year.

STATE STREET GLOBAL ADVISORS
TWO INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02109
1-877-517-9758

The State Street Institutional Investment Trust's Investment Company Act File
Number is 811-9819.

46
<PAGE> 47
State Street Institutional Investment Trust

PO Box 1713, Boston, Massachusetts 02105-1713

(877) 517-9758

STATE STREET AGGREGATE BOND INDEX FUND

Prospectus Dated September 5, 2000

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

47
<PAGE> 48

INTRODUCTION

The State Street Aggregate Bond Index Fund (the "Fund") is a mutual
fund that seeks to provide an investment return matching, as closely as possible
before expenses, the performance of the Lehman Brothers Aggregate Bond Index
(the "LBAB Index" or the "Index"). The Fund is a series of the State Street
Institutional Investment Trust, which is an open-end management investment
company organized as a business trust under the laws of the Commonwealth of
Massachusetts. State Street Bank and Trust Company, acting through its division,
State Street Global Advisors (the "Adviser"), is the investment adviser to the
Fund and to the portfolio in which it invests.

RISK/RETURN SUMMARY

Investment Objective. The Fund's investment objective is to match as
closely as possible, before expenses, the performance of the LBAB INDEX. The
Fund seeks to achieve its investment objective by investing substantially all of
its investable assets in a corresponding portfolio (the "Portfolio") of State
Street Master Funds that has the same investment objective as, and investment
policies that are substantially similar to those of, the Fund. In reviewing the
investment objective and policies of the Fund below, you should assume that the
investment objective and policies of the Portfolio are the same in all material
respects as those of the Fund (and that, at times when the Fund has invested its
assets in the Portfolio, the descriptions below of the Fund's investment
strategies and risks should be read as also applicable to the Portfolio). There
is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund uses a management strategy
designed to track the performance of the LBAB Index. The LBAB Index is a
well-known fixed-income securities index, which emphasizes government
securities, mortgage-backed securities and corporate investment-grade debt
securities.

The Adviser seeks to track the performance of the LBAB Index by
investing in debt securities and other investments that are representative of
the LBAB Index as a whole. Due to the large number of securities in the LBAB
Index and the fact that certain Index securities are unavailable for purchase,
complete replication is not possible. Rather, the Fund intends to select
securities that the Adviser believes will track the LBAB Index in terms of
industry weightings, market capitalization and other characteristics.

The Fund may make direct investments in U.S. government securities;
corporate debt securities; mortgage-backed and other asset-backed securities;
commercial paper, notes, and bonds issued by domestic and foreign corporations;
instruments of U.S. and foreign banks, including certificates of deposit, time
deposits, letters of credit, and banker's acceptances; and swap agreements.
Securities in which the Fund invests may be fixed-income securities, zero-coupon
securities, or variable rate securities. In addition, the Fund may at times
purchase or sell futures contracts and options on the LBAB Index (or other
fixed-income securities indices), if and when they become available. The Fund
might do so, for example, in order to adjust the interest-rate sensitivity of
the Fund to

48
<PAGE> 49
bring it more closely in line with that of the Index. It might also do so to
increase its investment exposure pending investment of cash in the bonds
comprising the Index or to reduce its investment exposure in situations where it
intends to sell a portion of the securities in its portfolio but the sale has
not yet been completed. The Fund may also, to the extent permitted by applicable
law, invest in shares of other mutual funds whose investment objectives and
policies are similar to those of the Fund. The Fund may also enter into other
derivatives transactions, including the purchase or sale of options or entering
into swap transactions, to assist in matching the performance of the Index.

Principal Risks.

- Values of fixed-income securities could decline generally in response to
changes in interest rates or other factors. In general, the price of a
fixed-income security may fall when interest rates rise and may rise when
interest rates fall. Securities with longer maturities may be more
sensitive to interest rate changes than securities with shorter maturities
are.

- Returns on investments in fixed-income securities could trail the returns
on other investment options, including investments in equity securities.

- Issuers of the Fund's investments may not make timely payments of interest
and principal or may fail to make such payments at all.

Performance Information.

Performance information for the Fund has been omitted because the Fund
had not commenced investment operations as of the date of this Prospectus.

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<PAGE> 50

FEES AND EXPENSES

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

<TABLE>
<S> <C>
Management Fees(1) 0.10%

Distribution (12b-1) Fees 0.25%

Other Expenses 0.10%
------
Total Annual Fund Operating Expenses 0.45%
</TABLE>

<TABLE>
<CAPTION>
1 year 3 years
<S> <C> <C>
$46 $145
</TABLE>

OTHER INVESTMENT CONSIDERATIONS AND RISKS

The LBAB Index. The LBAB Index is a well-known bond market index that
covers the U.S. investment-grade fixed-income bond market, including government,
corporate, mortgage-backed and asset-backed bonds, all with maturities of over
one year. As of March 31, 2000, the average duration of the LBAB Index was 4.93
years. During the period from January 1, 1989 through March 31, 2000, the
average duration of the LBAB Index ranged between 4.15 years and 5.04 years.
Bonds in the LBAB Index are weighted according to their market capitalizations.
The composition of the Index is determined by Lehman Brothers and is based on
such factors as the market capitalization of each bond, its remaining time to
maturity and quality rating as determined by Moody's Investor Securities, an
outside ratings agency, and may be changed from time to time. The Fund is not
sponsored, endorsed, sold, or promoted by Lehman Brothers, and Lehman Brothers
makes no representation regarding the advisability of investing in the Fund.

50
<PAGE> 51

Debt Securities. The values of debt securities generally rise and fall
inversely with changes in interest rates. Interest rate risk is usually greater
for debt securities with longer maturities. The Fund's investments will normally
include debt securities with longer maturities, although the Adviser will seek
to ensure that the maturity characteristics of the Fund as a whole will
generally be similar to those of the LBAB Index. Mortgage-backed and
asset-backed securities are also subject to increased interest rate risk,
because prepayment rates on such securities typically increase as interest rates
decline and decrease as interest rates rise. Changes in prepayment rates on
mortgage-backed and asset-backed securities effectively increase and decrease
the Fund's average maturity when that is least desirable. The Fund will also be
subject to credit risk (the risk that the issuer of a security will fail to make
timely payments of interest and principal).

Futures Contracts and Related Options. The Fund may buy and sell
futures contracts on securities contained in the LBAB Index and options on those
futures contracts. A "futures contract" on debt securities (such as U.S.
Treasury securities) is a contract to buy or sell units of an index at an agreed
price on a specified future date. Depending on the change in value of the index
between the time when the Fund enters into and terminates an index future or
option transaction, the Fund realizes a gain or loss. Options and futures
transactions involve risks. For example, it is possible that changes in the
prices of futures contracts on the Index will not correlate precisely with
changes in the value of the underlying security. In those cases, use of futures
contracts and related options might decrease the correlation between the return
of the Fund and the return of the LBAB Index. In addition, the Fund incurs
transaction costs in entering into, and closing out, positions in futures
contracts and related options. These costs typically have the effect of reducing
the correlation between the return of the Fund and the return of the LBAB Index.

Other Derivative Transactions. The Fund may enter into derivatives
transactions involving options and swaps. These transactions involve many of the
same risks as those described above under "Futures Contracts and Related
Options." In addition, since many of such transactions are conducted directly
with counterparties, and not on an exchange or board of trade, the Fund's
ability to realize any investment return on such transactions may be dependent
on the counterparty's ability or willingness to meet its obligations.

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<PAGE> 52
other party should become involved in bankruptcy or insolvency proceedings, it
is possible that the Fund may be treated as an unsecured creditor and be
required to return the underlying collateral to the other party's estate.

MANAGEMENT AND ORGANIZATION

As of March 31, 2000, the Adviser managed approximately $723.3 billion
in assets. The Adviser's principal address is Two International Place, Boston,
Massachusetts 02110.

52
<PAGE> 53

expenses of the Fund, including ordinary legal and audit expenses), State Street
receives a fee at an annual rate of 0.10% of average daily net assets of the
Fund.

SHAREHOLDER INFORMATION

53
<PAGE> 54
payment of the withdrawal proceeds postponed during any period in which the NYSE
is closed (other than weekends or holidays) or trading on the NYSE is restricted
or, to the extent otherwise permitted by the 1940 Act, if an emergency exists.

DISTRIBUTION/SERVICING (12B-1) PLAN

DIVIDENDS, DISTRIBUTIONS AND TAX CONSIDERATIONS

Dividends and capital gains of the Fund will be declared and paid
annually.

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<PAGE> 55

For more information about STATE STREET AGGREGATE BOND INDEX FUND:

The Fund's statement of additional information (SAI) includes
additional information about the Fund and is incorporated by reference into this
document. Additional information about the Fund's investments will be available
in the Fund's annual and semi-annual reports to shareholders after the Fund has
been in existence for a calendar year. In the Fund's annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year.

STATE STREET GLOBAL ADVISORS
TWO INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02109
1-877-517-9758

The State Street Institutional Investment Trust's Investment Company Act File
Number is 811-9819.

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<PAGE> 56
STATE STREET INSTITUTIONAL INVESTMENT TRUST

STATE STREET EQUITY 400 INDEX FUND

STATE STREET EQUITY 500 INDEX FUND

STATE STREET EQUITY 2000 INDEX FUND

STATE STREET MSCI EAFE INDEX FUND

STATE STREET AGGREGATE BOND INDEX FUND

This following Statement of Additional Information includes additional
information about the Funds. The statement of Additional Information is not a
prospectus. To obtain a copy of a Fund's prospectus, please contact the Trust
at:

State Street Institutional Investment Trust

PO Box 1713

Boston, Massachusetts 02105-1713

(877) 517-9758

This Statement of Additional Information dated September 5, 2000 relates to the
Funds' prospectuses dated September 5, 2000.

1
<PAGE> 57

<TABLE>
TABLE OF CONTENTS

<S> <C>
Trust History ...................................................... 3
Description of the Fund and its Investments and Risks .............. 3
Additional Investments and Risks ................................... 6
Management of the Fund ............................................. 15
Control Persons and Principal Holders of Securities ................ 17
Investment Advisory and Other Services ............................. 17
Brokerage Allocation and Other Practices ........................... 19
Capital Stock and Other Securities ................................. 20
Purchase, Redemption and Pricing of Shares ......................... 20
Taxation of the Fund ............................................... 21
Underwriters ....................................................... 24
Calculation of Performance Data .................................... 25
Financial Statements ............................................... 25
</TABLE>

2
<PAGE> 58
TRUST HISTORY

The Trust was organized as a business trust under the laws of the
Commonwealth of Massachusetts on February 16, 2000.

The Trust is an open-end management investment company. Each of the
Equity 500 Index Fund, Equity 400 Index Fund, Equity 2000 Index Fund, MSCI EAFE
Index Fund and Aggregate Bond Index Fund is a separate diversified series of the
Trust.

DESCRIPTION OF FUND AND ITS INVESTMENTS AND RISKS

Each Fund prospectus contains information about the investment
objective and policies of that Fund. This statement of additional information
should only be read in conjunction with the prospectus of the Fund or Funds in
which you intend to invest. In addition to the principal investment strategies
and the principal risks of the Fund described in the Fund's prospectus, the Fund
may employ other investment practices and may be subject to additional risks,
which are described below.

Additional Information Concerning the S&P 500 Index

The State Street Equity 500 Index Fund is not sponsored, endorsed, sold
or promoted by Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
("S&P"). S&P makes no representation or warranty, express or implied, to the
owners of shares of the Fund or any member of the public regarding the
advisability of investing in securities generally or in the Fund particularly or
the ability of the S&P 500 Index to track general stock market performance.
S&P's only relationship to the Fund is the licensing of certain trademarks and
trade names of S&P and of the S&P 500 Index, which is determined, composed and
calculated by S&P without regard to the Fund. S&P has no obligation to take the
needs of the Fund or the owners of shares of the Fund into consideration in
determining, composing or calculating the S&P 500 Index. S&P is not responsible
for and has not participated in the determination of the price and number of
shares of the Fund or the timing of the issuance or sale of shares of the Fund,
or calculation of the equation by which shares of the Fund are redeemable for
cash.

S&P has no obligation or liability in connection with the
administration, marketing or trading of shares of the Fund.

S&P does not guarantee the accuracy or the completeness of the S&P 500
Index or any data included therein and S&P shall have no liability for any
errors, omissions or interruptions therein. S&P makes no warranty, express or
implied, as to results to be obtained by the Fund, owners of shares of the Fund
or any other person or entity from the use of the S&P 500 Index or any data
included therein. S&P makes no express or implied warranties, and expressly
disclaims all warranties of merchantability or fitness for a particular purpose
or use with respect to the S&P 500 Index or any data included therein. Without
limiting any of the foregoing, in no event shall S&P have any liability for any

3
<PAGE> 59
special, punitive, indirect or consequential damages (including lost profits),
even if notified of the possibility of such damages.

Additional Information Concerning the S&P 400 Index

The State Street Equity 400 Index Fund is not sponsored, endorsed, sold
or promoted by Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
("S&P"). S&P makes no representation or warranty, express or implied, to the
owners of shares of the Fund or any member of the public regarding the
advisability of investing in securities generally or in the Fund particularly or
the ability of the S&P 400 Index to track general stock market performance.
S&P's only relationship to the Fund is the licensing of certain trademarks and
trade names of S&P and of the S&P 400 Index, which is determined, composed and
calculated by S&P without regard to the Fund. S&P has no obligation to take the
needs of the Fund or the owners of shares of the Fund into consideration in
determining, composing or calculating the S&P 400 Index. S&P is not responsible
for and has not participated in the determination of the price and number of
shares of the Fund or the timing of the issuance or sale of shares of the Fund,
or calculation of the equation by which shares of the Fund are redeemable for
cash.

S&P has no obligation or liability in connection with the
administration, marketing or trading of shares of the Fund.

S&P does not guarantee the accuracy or the completeness of the S&P 400
Index or any data included therein and S&P shall have no liability for any
errors, omissions or interruptions therein. S&P makes no warranty, express or
implied, as to results to be obtained by the Fund, owners of shares of the Fund
or any other person or entity from the use of the S&P 400 Index or any data
included therein. S&P makes no express or implied warranties, and expressly
disclaims all warranties of merchantability or fitness for a particular purpose
or use with respect to the S&P 400 Index or any data included therein. Without
limiting any of the foregoing, in no event shall S&P have any liability for any
special, punitive, indirect or consequential damages (including lost profits),
even if notified of the possibility of such damages.

Additional Information Concerning the Russell 2000 Index

The State Street Equity 2000 Index Fund is not sponsored, endorsed,
promoted by, or in any way affiliated with Frank Russell Company ("Russell").
Russell is not responsible for and has not reviewed the State Street Equity 2000
Index Fund or any associated literature or publications, and Russell makes no
representation or warranty, express or implied, as to their accuracy or
completeness, or otherwise. Russell reserves the right, at any time and without
notice, to alter, amend, terminate or in any way change the Russell 2000 Index.
Russell has no obligation to take the needs of any particular fund or its
participants or any other product or person into consideration in determining,
composing or calculating the Russell 2000 Index. Russell's publication of the
Index in no way suggests or implies an opinion by Russell as to the
attractiveness or appropriateness of investment in any or all securities upon
which the Index is based.

4
<PAGE> 60
Russell makes no representation, warranty or guarantee as to the accuracy,
completeness, reliability, or otherwise of the Russell 2000 Index or any data
included in the Index. Russell makes no representation or warranty regarding the
use, or the results of use, of the Russell 2000 Index or any data included
therein, or any security (or combination thereof) comprising the Index. Russell
makes no express or implied warranties, and expressly disclaims all warranties
of merchantability or fitness for a particular purpose with respect to the
Russell 2000 Index or any data or any security (or combination thereof) included
therein.

Additional Information Concerning the MSCI EAFE Index

The State Street MSCI EAFE Index Fund is not sponsored, endorsed, sold
or promoted by MSCI or any affiliate of MSCI. Neither MSCI nor any other party
makes any representation or warranty, express or implied, to the owners of this
Fund or any member of the public regarding the advisability of investing in
funds generally or in this Fund particularly or the ability of the MSCI EAFE
Index to track general stock market performance. MSCI is the licensor of certain
trademarks, service marks and trade names of MSCI and of the MSCI EAFE Index,
which is determined, composed and calculated by MSCI without regard to the
issuer of the Fund or the Fund. MSCI has no obligation to take the needs of the
issuer of this Fund or the owners of shares of the Fund into consideration in
determining, composing or calculating the MSCI EAFE Index. MSCI is not
responsible for and has not participated in the determination of the timing of,
prices at, or quantities of shares of the Fund to be issued or in the
determination or calculation of the equation by which shares of the Fund are
redeemable for cash. Neither MSCI nor any other party has any obligation or
liability to owners of shares of the Fund in connection with the administration,
marketing or trading of shares of the Fund.

Although MSCI shall obtain information for inclusion in or for use in
the calculation of the indexes from sources which MSCI considers reliable,
neither MSCI nor any other party guarantees the accuracy and/or the completeness
of the indexes or any data included therein. Neither MSCI nor any other party
makes any warranty, express or implied, as to results to be obtained by
licensee, licensee's customers and counterparties, owners of the Funds, or any
other person or entity from the use of the indexes or any data included therein
in connection with the rights licensed hereunder or for any other use. Neither
MSCI nor any other party makes any express or implied warranties, and MSCI
hereby expressly disclaims all warranties of merchantability or fitness for a
particular purpose with respect to the indexes or any data included therein.
Without limiting any of the foregoing, in no event shall MSCI or any other party
have any liability for any direct, indirect, special, punitive, consequential or
any other damages (including lost profits) even if notified of the possibility
of such damages.

Additional Information Concerning the Lehman Brothers Aggregate Bond Index

The State Street Aggregate Bond Index Fund is not sponsored, endorsed,
sold or promoted by Lehman Brothers. Lehman Brothers makes no representation or
warranty, express or implied, to the owners of shares of the Fund or any member
of the public

5
<PAGE> 61
regarding the advisability of investing in securities generally or in the Fund
particularly or the ability of the LBAB Index to track general performance.
Lehman Brothers's only relationship to the Fund is the licensing of certain
trademarks and trade names of Lehman Brothers and of the LBAB Index, which is
determined, composed and calculated by Lehman Brothers without regard to the
Fund. Lehman Brothers has no obligation to take the needs of the Fund or the
owners of shares of the Fund into consideration in determining, composing or
calculating the LBAB Index. Lehman Brothers is not responsible for and has not
participated in the determination of the price and number of shares of the Fund
or the timing of the issuance or sale of shares of the Fund. Lehman Brothers has
no obligation or liability in connection with the administration, marketing or
trading of shares of the Fund. Lehman Brothers does not guarantee the accuracy
or the completeness of the LBAB Index or any data included therein and Lehman
Brothers shall have no liability for any errors, omissions or interruptions
therein. Lehman Brothers makes no warranty, express or implied, as to results to
be obtained by the Fund, owners of shares of the Fund or any other person or
entity from the use of the LBAB Index or any data included therein. Lehman
Brothers makes no express or implied warranties, and expressly disclaims all
warranties of merchantability or fitness for a particular purpose or use with
respect to the LBAB Index or any data included therein. Without limiting any of
the foregoing, in no event shall Lehman Brothers have any liability for any
special, punitive, indirect or consequential damages (including lost profits),
even if notified of the possibility of such damages.

ADDITIONAL INVESTMENTS AND RISKS

Cash Reserves

Each Fund may hold portions of its assets in short-term debt
instruments with remaining maturities of 397 days or less pending investment or
meet anticipated redemptions and day-to-day operating expenses. Short-term debt
instruments consist of: (i) short-term obligations of the U.S. government, its
agencies, instrumentalities, authorities or political subdivisions; (ii) other
short-term debt securities rated at the time of purchase Aa or higher by Moody's
Investors Service, Inc. ("Moody's") or AA or higher by Standard & Poor's Rating
Group ("S&P") or, if unrated, of comparable quality in the opinion of the
Adviser; (iii) commercial paper; (iv) bank obligations, including negotiable
certificates of deposit, time deposits and bankers' acceptances; and (v)
repurchase agreements. At the time a Fund invests in commercial paper, bank
obligations or repurchase agreements, the issuer or the issuer's parent must
have outstanding debt rated Aa or higher by Moody's or AA or higher by S&P or
outstanding commercial paper or bank obligations rated Prime-1 by Moody's or A-1
by S&P; or, if no such ratings are available, the instrument must be of
comparable quality in the opinion of the Adviser. To the extent that a Fund
holds the foregoing instruments its ability to track its corresponding Index may
be adversely affected.

6
<PAGE> 62

Futures Contracts and Options on Futures

Each Fund may enter into futures contracts on securities in which it
may invest or on indices comprised of such securities and may purchase and write
call and put options on such contracts.

A financial futures contract is a contract to buy or sell a specified
quantity of financial instruments such as U.S. Treasury bills, notes and bonds
at a specified future date at a price agreed upon when the contract is made. An
index futures contract is a contract to buy or sell specified units of an index
at a specified future date at a price agreed upon when the contract is made. The
value of a unit is based on the current value of the index. Under such contracts
no delivery of the actual securities making up the index takes place. Rather,
upon expiration of the contract, settlement is made by exchanging cash in an
amount equal to the difference between the contract price and the closing price
of the index at expiration, net of variation margin previously paid.
Substantially all futures contracts are closed out before settlement date or
called for cash settlement. A futures contract is closed out by buying or
selling an identical offsetting futures contract. Upon entering into a futures
contract, a Fund is required to deposit an initial margin with the Custodian for
the benefit of the futures broker. The initial margin serves as a "good faith"
deposit that a Fund will honor its futures commitments. Subsequent payments
(called "variation margin") to and from the broker are made on a daily basis as
the price of the underlying investment fluctuates. Options on futures contracts
give the purchaser the right to assume a position in a futures contract at a
specified price at any time before expiration of the option. A Fund will not
commit more than 5% of the market value of its total assets to initial margin
deposits on futures and premiums paid for options on futures.

Illiquid Securities

Each Fund may invest in illiquid securities. A Fund will invest no more
than 15% of its net assets in illiquid securities or securities that are not
readily marketable, including repurchase agreements and time deposits of more
than seven days' duration. The absence of a regular trading market for illiquid
securities imposes additional risks on investments in these securities. Illiquid
securities may be difficult to value and may often be disposed of only after
considerable expense and delay.

Lending of Fund Securities

Each Fund has the authority to lend portfolio securities to brokers,
dealers and other financial organizations in amounts up to 33 1/3% of the total
value of its assets. Any such loan must be continuously secured by collateral in
cash or cash equivalents maintained on a current basis in an amount at least
equal to the market value of the securities loaned by a Fund. The Fund would
continue to receive the equivalent of the interest or dividends paid by the
issuer on the securities loaned, and would receive an additional return that may
be in the form of a fixed fee or a percentage of the collateral. The Fund would
have the right to call the loan and obtain the securities loaned at any

7
<PAGE> 63
time on notice of not more than five business days. In the event of bankruptcy
or other default of the borrower, the Fund could experience both delays in
liquidating the loan collateral or recovering the loaned securities and losses
including (a) possible decline in the value of collateral or in the value of the
securities loaned during the period while the Fund seeks to enforce its rights
thereto, (b) possible subnormal levels of income and lack of access to income
during this period, and (c) expenses of enforcing its rights.

Options on Securities and Securities Indices

Each Fund may purchase or sell options on securities in which it may
invest and on indices that are comprised of securities in which it may invest,
subject to the limitations set forth above and provided such options are traded
on a national securities exchange or in the over-the-counter market. Options on
securities indices are similar to options on securities except there is no
transfer of a security and settlement is in cash. A call option on a securities
index grants the purchaser of the call, for a premium paid to the seller, the
right to receive in cash an amount equal to the difference between the closing
value of the index and the exercise price of the option times a multiplier
established by the exchange upon which the option is traded. Typically, a call
option will be profitable to the holder of the option if the value of the
security or the index increases during the term of the option; a put option will
be valuable if the value of the security or the index decreases during the term
of the option. The Funds may also invest in warrants, which entitle the holder
to buy equity securities at a specific price for a specific period of time.

Purchase of Other Investment Company Funds

Each Fund may, to the extent permitted under the 1940 Act and exemptive
rules and orders thereunder, invest in shares of other investment companies
which invest exclusively in money market instruments or in investment companies
with investment policies and objectives which are substantially similar to the
Fund's. These investments may be made temporarily, for example, to invest
uncommitted cash balances or, in limited circumstances, to assist in meeting
shareholder redemptions.

Repurchase Agreements

Each Fund may enter into repurchase agreements with banks and other
financial institutions, such as broker-dealers. In substance, a repurchase
agreement is a loan for which the Fund receives securities as collateral. Under
a repurchase agreement, the Fund purchases securities from a financial
institution that agrees to repurchase the securities at the Fund's original
purchase price plus interest within a specified time (normally one business
day). The Fund will limit repurchase transactions to those member banks of the
Federal Reserve System and broker-dealers whose creditworthiness the Adviser
considers satisfactory. Should the counterparty to a transaction fail
financially, the Fund may encounter delay and incur costs before being able to
sell the securities, or may be prevented from realizing on the securities.
Further, the amount realized upon the sale of the securities may be less than
that necessary to fully compensate the Fund.

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<PAGE> 64
U.S. Government Securities

Each Fund may purchase U.S. government securities. U.S. government
securities include U.S. Treasury bills, notes, and bonds and other obligations
issued or guaranteed as to interest and principal by the U.S. government and its
agencies or instrumentalities. Obligations issued or guaranteed as to interest
and principal by the U.S. government, its agencies or instrumentalities include
securities that are supported by the full faith and credit of the United States
Treasury, securities that are supported by the right of the issuer to borrow
from the United States Treasury, discretionary authority of the U.S. government
agency or instrumentality, and securities supported solely by the
creditworthiness of the issuer.

When-Issued Securities

Each Fund may purchase securities on a when-issued basis. Delivery of
and payment for these securities may take place as long as a month or more after
the date of the purchase commitment. The value of these securities is subject to
market fluctuation during this period, and no income accrues to the Fund until
settlement takes place. The Fund segregates liquid securities in an amount at
least equal to these commitments. When entering into a when-issued transaction,
the Fund will rely on the other party to consummate the transaction; if the
other party fails to do so, the Fund may be disadvantaged.

ADDITIONAL INVESTMENTS AND RISKS FOR THE MSCI EAFE INDEX FUND AND THE AGGREGATE
BOND INDEX FUND

Reverse Repurchase Agreements

The MSCI EAFE Index Fund and the Aggregate Bond Index Fund may enter
into reverse repurchase agreements under the circumstances described in
"Investment Restrictions." In substance, a reverse repurchase agreement is a
borrowing for which the Fund provides securities as collateral. Under a reverse
repurchase agreement, the Fund sells portfolio securities to a financial
institution in return for cash in an amount equal to a percentage of the
portfolio securities' market value and agrees to repurchase the securities at a
future date at a prescribed repurchase price equal to the amount of cash
originally received plus interest on such amount. A Fund retains the right to
receive interest and principal payments with respect to the securities while
they are in the possession of the financial institutions. Reverse repurchase
agreements involve the risk of default by the counterparty, which may adversely
affect a Fund's ability to reacquire the underlying securities.

Total Return Swaps

The MSCI EAFE Index Fund and the Aggregate Bond Index Fund may contract
with a counterparty to pay a stream of cash flows and receive the total return
of an index or a security for purposes of attempting to obtain a particular
desired return at a lower

9
<PAGE> 65
cost to the Fund than if the Fund had invested directly in an instrument that
yielded that desired return. A Fund's return on a swap will depend on the
ability of its counterparty to perform its obligations under the swap. The
Adviser will cause the Fund to enter into swap agreements only with
counterparties that would be eligible for consideration as repurchase agreement
counterparties under the Fund's repurchase agreement guidelines.

ADDITIONAL INVESTMENTS AND RISKS FOR THE MSCI EAFE INDEX FUND

American Depositary Receipts (ADRs) and European Depositary Receipts (EDRs)

The MSCI EAFE Index Fund may purchase American Depositary Receipts and
European Depositary Receipts of foreign corporations represented in the Fund's
Index.

Generally, ADRs, in registered form, are designed for use in the U.S.
securities markets, and EDRs are issued for trading primarily in European
securities markets. ADRs are receipts typically issued by a U.S. bank or trust
company evidencing ownership of the underlying securities. ADRs represent the
right to receive securities of foreign issuers deposited in a domestic bank or a
correspondent bank. ADRs do not eliminate the risk inherent in investing in the
correspondent bank. ADRs do not eliminate the risk inherent in investing in the
securities of foreign issuers. However, by investing in ADRs rather than
directly in a foreign issuer's stock, the Fund can avoid currency risks during
the settlement period for either purchases or sales. In general, there is a
large liquid market in the U.S. for many ADRs. The information available for
ADRs is subject to the accounting, auditing and financial reporting standards of
the domestic market or exchange on which they are traded, which standards are
more uniform and more exacting than those to which many foreign issuers are
subject. For purposes of the Fund's investment policies, the Fund's investments
in ADRs, EDRs, and similar instruments will be deemed to be investments in the
equity securities representing securities of foreign issuers to which they
relate.

Foreign Currency Exchange Contracts

The MSCI EAFE Index Fund may invest in foreign currency exchange
contracts. The Fund has the authority to deal in forward foreign currency
exchange contracts (including those involving the US dollar). This is
accomplished through individually negotiated contractual agreements to purchase
or to sell a specified currency at a specified future date and price set at the
time of the contract. The Fund's dealings in forward foreign currency exchange
contracts may be with respect to a specific purchase or sale of a security or
with respect to its portfolio positions generally.

ADDITIONAL INVESTMENTS AND RISKS FOR THE AGGREGATE BOND INDEX FUND

Asset-Backed Securities

The Aggregate Bond Index Fund may invest in asset-backed securities.
Asset-backed securities represent undivided fractional interests in pools of
instruments, such as

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<PAGE> 66
consumer loans, and are similar in structure to mortgage-related securities
described below. Payments of principal and interest are passed through to
holders of the securities and are typically supported by some form of credit
enhancement, such as a letter of credit, surety bond, limited guarantee by
another entity or by priority to certain of the borrower's other securities. The
degree of credit enhancement varies, generally applying only until exhausted and
covering only a fraction of the security's par value. If the credit enhancement
of an asset-backed security held by the Fund has been exhausted, and if any
required payments of principal and interest are not made with respect to the
underlying loans, the Fund may experience loss or delay in receiving payment and
a decrease in the value of the security.

Eurodollar Certificates of Deposit (ECDs), Eurodollar Time Deposits (ETDs) and
Yankee Certificates of Deposit (YCDs)

The Aggregate Bond Index Fund may invest in ECDs, ETDs and YCDs. ECDs
are US dollar denominated certificates of deposit issued by foreign branches of
domestic banks. ETDs are US dollar denominated deposits in foreign branches of
US banks and foreign banks. YCDs are US dollar denominated certificates of
deposit issued by US branches of foreign banks.

Different risks than those associated with the obligations of domestic
banks may exist for ECDs, ETDs and YCDs because the banks issuing these
instruments, or their domestic or foreign branches, are not necessarily subject
to the same regulatory requirements that apply to domestic banks, such as loan
limitations, examinations and reserve, accounting, auditing, record-keeping and
public reporting requirements.

Forward Commitments

The Aggregate Bond Index Fund may contract to purchase securities for a
fixed price at a future date beyond customary settlement time. When effecting
such transactions, cash or marketable securities held by a Fund of a dollar
amount sufficient to make payment for the Fund securities to be purchased will
be segregated on a Fund's records at the trade date and maintained until the
transaction is settled. The failure of the other party to complete the
transaction may cause the Fund to miss an advantageous price or yield. Forward
commitments involve risk of loss if the value of the security to be purchased
declines prior to settlement date, or if the other party fails to complete the
transaction.

Interest Rate Swaps

The Aggregate Bond Index Fund may enter into interest rate swap
transactions with respect to any security it is entitled to hold. Interest rate
swaps involve the exchange by the Fund with another party of their respective
rights to receive interest, e.g., an exchange of floating rate payments for
fixed rate payments. The Fund expects to enter into these transactions primarily
to preserve a return or spread on a particular investment or portion of its
portfolio or to protect against any increase in the price of securities it

<PAGE> 67
anticipates purchasing at a later date. The Fund intends to use these
transactions as a hedge and not as a speculative investment.

Investment-Grade Bonds

The Aggregate Bond Index Fund may invest in corporate notes and bonds
that are rated investment-grade by a Nationally Recognized Statistical Rating
Organization ("NRSRO") or, if unrated, are determined by the Adviser to be of
comparable quality. Investment-grade securities include securities rated Baa by
Moody's or BBB- by S&P (and securities of comparable quality), which securities
have speculative characteristics.

Mortgage-Related Securities

The Aggregate Bond Index Fund may invest in mortgage-related
securities, including Government National Mortgage Association ("GNMA")
Certificates ("Ginnie Maes"), Federal Home Loan Mortgage Corporation ("FHLMC")
Mortgage Participation Certificates ("Freddie Macs") and Federal National
Mortgage Association ("FNMA") Guaranteed Mortgage Certificates ("Fannie Maes")
and commercial mortgage-backed securities that are in the Index. Mortgage
certificates are mortgage-backed securities representing undivided fractional
interests in pools of mortgage-backed loans. These loans are made by mortgage
bankers, commercial banks, savings and loan associations, and other lenders.
Ginnie Maes are guaranteed by the full faith and credit of the U.S. Government,
but Freddie Macs and Fannie Maes are not.

Mortgage-Backed Security Rolls

The Aggregate Bond Index Fund may enter into "forward roll"
transactions with respect to mortgage-backed securities issued by GNMA, FNMA or
FHLMC. In a forward roll transaction, the Fund will sell a mortgage security to
a dealer or other permitted entity and simultaneously agree to repurchase a
similar security from the institution at a later date at an agreed upon price.
The mortgage securities that are repurchased will bear the same interest rate as
those sold, but generally will be collateralized by different pools of mortgages
with different prepayment histories than those sold. There are two primary risks
associated with the roll market for mortgage-backed securities. First, the value
and safety of the roll depends entirely upon the counterparty's ability to
redeliver the security at the termination of the roll. Therefore, the
counterparty to a roll must meet the same credit criteria as the Fund's
repurchase agreement counterparties. Second, the security that is redelivered at
the end of the roll period must be substantially the same as the initial
security, i.e., it must have the same original stated term to maturity, be
priced to result in similar market yields and must be "good delivery." Within
these parameters, however, the actual pools that are redelivered could be less
desirable than those originally rolled, especially with respect to prepayment
characteristics.

12
<PAGE> 68

Section 4(2) Commercial Paper

The Aggregate Bond Index Fund may also invest in commercial paper
issued in reliance on the so-called private placement exemption from
registration afforded by Section 4(2) of the Securities Act of 1933 ("Section
4(2) paper"). Section 4(2) paper is restricted as to disposition under the
federal securities laws and generally is sold to institutional investors that
agree that they are purchasing the paper for investment and not with a view to
public distribution. Any resale by the purchaser must be in an exempt
transaction. Section 4(2) paper normally is resold to other institutional
investors like the Fund through or with the assistance of the issuer or
investment dealers that make a market in Section 4(2) paper. Section 4(2) paper
will not be subject to the Fund's percentage limitations on illiquid securities
where the Adviser (pursuant to guidelines adopted by the Board) determines that
a liquid trading market exists.

Variable and Floating Rate Securities

The Aggregate Bond Index Fund may invest in variable and floating rate
securities. A variable rate security provides for the automatic establishment of
a new interest rate on set dates. Interest rates on these securities are
ordinarily tied to, and are a percentage of, a widely recognized interest rate,
such as the yield on 90-day U.S. Treasury bills or the prime rate of a specified
bank. These rates may change as often as twice daily. Generally, changes in
interest rates will have a smaller effect on the market value of variable and
floating rate securities than on the market value of comparable fixed income
obligations. Thus, investing in variable and floating rate securities generally
allows less opportunity for capital appreciation and depreciation than investing
in comparable fixed income securities.

Zero Coupon Securities

The Aggregate Bond Index Fund may invest in zero coupon securities.
Zero coupon securities are notes, bonds and debentures that: (1) do not pay
current interest and are issued at a substantial discount from par value; (2)
have been stripped of their unmatured interest coupons and receipts; or (3) pay
no interest until a stated date one or more years into the future. These
securities also include certificates representing interests in such stripped
coupons and receipts. Generally, changes in interest rates will have a greater
impact on the market value of a zero coupon security than on the market value of
the comparable securities that pay interest periodically during the life of the
instrument. In order to satisfy a requirement for qualification as a "regulated
investment company" under the Internal Revenue code of 1986, as amended (the
"Code"), the Aggregate Bond Index Fund must distribute at least 90% of its net
investment income, including the original issue discount accrued on zero coupon
bonds. Because the Fund will not receive cash payments on a current basis from
the issuer in respect of accrued original discount, the Fund may have to
distribute cash obtained from other sources in order to satisfy the 90%
distribution requirement. Such cash might be obtained from selling other
portfolio holdings of the Fund. In some circumstances such sales might be
necessary in order to

<PAGE> 69
satisfy cash distribution requirements even though investment considerations
might otherwise make it undesirable for the Fund to sell such securities at such
time.

Investment Restrictions

The Portfolios in which State Street Equity 500 Index Fund, State
Street Equity 400 Index Fund, State Street Equity 2000 Index Fund, State Street
MSCI EAFE Index Fund and State Street Aggregate Bond Index Fund invest each have
substantially the same investment restrictions as their corresponding Fund. In
reviewing the description of a Fund's investment restrictions below, you should
assume that the investment restrictions of the corresponding Portfolio are the
same in all material respects as those of the Fund.

The Trust has adopted the following restrictions applicable to all of
the Funds, which may not be changed without the affirmative vote of a "majority
of the outstanding voting securities" of a Fund, which is defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), to mean the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of
the Fund and (2) 67% or more of the shares present at a meeting if more than 50%
of the outstanding shares are present at the meeting in person or by proxy. A
Fund may not:

(1) Borrow more than 33 1/3% of the value of its total assets less
all liabilities and indebtedness (other than such borrowings).

(2) Underwrite securities issued by other persons except to the
extent that, in connection with the disposition of its
portfolio investments, it may be deemed to be an underwriter
under certain federal securities laws.

(3) Purchase or sell real estate, although it may purchase
securities of issuers which deal in real estate, securities
which are secured by interests in real estate, and securities
which represent interests in real estate, and it may acquire
and dispose of real estate or interests in real estate
acquired through the exercise of its rights as a holder of
debt obligations secured by real estate or interests therein.

(4) Purchase or sell commodities or commodity contracts, except
that it may purchase and sell financial futures contracts and
options and may enter into foreign exchange contracts and
other financial transactions not involving the direct purchase
or sale of physical commodities.

(5) Make loans, except by purchase of debt obligations in which
the Fund may invest consistent with its investment policies,
by entering into repurchase agreements, or by lending its
portfolio securities.

(6) With respect to 75% of its total assets, invest in the
securities of any issuer if, immediately after such
investment, more than 5% of the total assets of

14
<PAGE> 70
the Fund (taken at current value) would be invested in the
securities of such issuer; provided that this limitation does
not apply to obligations issued or guaranteed as to interest
or principal by the U.S. government or its agencies or
instrumentalities, or to securities issued by other investment
companies.

(7) With respect to 75% of its total assets, acquire more than 10%
of the outstanding voting securities of any issuer, provided
that such limitation does not apply to securities issued by
other investment companies.

(8) Purchase securities (other than securities of the U.S.
government, its agencies or instrumentalities), if, as a
result of such purchase, more than 25% of the Fund's total
assets would be invested in any one industry.

(9) Issue any class of securities which is senior to the Fund's
shares, to the extent prohibited by the Investment Company Act
of 1940, as amended.

In addition, it is contrary to each Fund's present policy, which may be
changed without shareholder approval, to invest in (a) securities which are not
readily marketable, (b) securities restricted as to resale (excluding securities
determined by the Trustees of the Trust (or the person designated by the
Trustees of the Trust to make such determinations) to be readily marketable),
and (c) repurchase agreements maturing in more than seven days, if, as a result,
more than 15% of the Fund's net assets (taken at current value) would be
invested in securities described in (a), (b) and (c) above. All percentage
limitations on investments will apply at the time of the making of an investment
and shall not be considered violated unless an excess of deficiency occurs or
exists immediately after and as a result of such investment. Except for the
investment restrictions listed above as fundamental or to the extent designated
as such in the Prospectus with respect to a Fund, the other investment policies
described in this Statement or in the Prospectus are not fundamental and may be
changed by approval of the Trustees.

MANAGEMENT OF THE FUND

The Trustees are responsible for generally overseeing the Trust's
business. The following table provides biographical information with respect to
each Trustee and officer of the Trust. Each Trustee who is an "interested
person" of the Trust, as defined in the 1940 Act, is indicated by an asterisk.
Unless otherwise listed, the address for each Trustee and Officer of the Trust
is P.O. Box 1713, Boston, Massachusetts 02105-1713.

<TABLE>
----------------------------------------------- -------------------------------------------------------------
<S> <C>
William L. Boyan Trustee, 2/00 - present; Chairman of the Board of Trustees,
DOB: 1/20/37 1995 - present, Old Mutual South Africa Equity Trust;
Trustee, 1983 - present, Children's Hospital and Children's
Medical Center; Director of John Hancock Mutual Life
----------------------------------------------- -------------------------------------------------------------
</TABLE>

15
<PAGE> 71

<TABLE>
----------------------------------------------- -------------------------------------------------------------
<S> <C>
Insurance Company, 1983 - 1998; President and Chief Operations
Officer of John Hancock Mutual Life Insurance Company, 1992 - 1998.
----------------------------------------------- -------------------------------------------------------------
----------------------------------------------- -------------------------------------------------------------
Michael F. Holland Chairman of the Board of Trustees, 5/00 - present; Trustee,
DOB: 7/8/44 2/00 - present; Director and President of Holland & Company
LLC, Chairman, 6/95 -
present; General Partner
of The Blackstone Group,
1/94 - 5/95.
----------------------------------------------- -------------------------------------------------------------
----------------------------------------------- -------------------------------------------------------------
Rina K. Spence Trustee, 2/00 - present; Founder, President and CEO of
DOB: 10/24/48 Spence Center for Women's Health, 1994 - 1998.

----------------------------------------------- -------------------------------------------------------------
----------------------------------------------- -------------------------------------------------------------
James B. Little Treasurer, 2/00 - present; President, 2/00 - 5/00; Senior
DOB: 2/19/35 Vice President and CEO of Mutual Funds, John Hancock, 1986
- 1998.
----------------------------------------------- -------------------------------------------------------------
----------------------------------------------- -------------------------------------------------------------
Kathleen C. Cuocolo President, 5/00 - present; Executive Vice President, State
DOB: 2/3/52 Street Bank and Trust Company, 2000 - present; Senior Vice
President, State Street Bank and Trust Company, 1982 - 2000.
----------------------------------------------- -------------------------------------------------------------
----------------------------------------------- -------------------------------------------------------------
Janine L. Cohen Assistant Treasurer, 5/00 - present; Vice President, State
DOB: 10/12/52 Street Bank and Trust Company, 1992 - present.
----------------------------------------------- -------------------------------------------------------------
----------------------------------------------- -------------------------------------------------------------
Julie A. Tedesco Assistant Secretary, 5/00 - present; Vice President and
DOB: 9/30/57 Associate Counsel, State Street Bank and Trust Company,
2000 - present; Counsel, First Data Investor Services Group
Inc. and The Boston Company Advisors Inc., 1992 - 2000.
----------------------------------------------- -------------------------------------------------------------
</TABLE>

The By-Laws of the Trust provide that the Trust shall indemnify each
person who is or was a Trustee of the Trust against all expenses, judgments,
fines settlements and other amounts actually and reasonable incurred in
connection with any proceedings if the person in good faith and reasonably
believes that his or her conduct was in the Trust's best interest. The Trust, at
its expense, provides liability insurance for the benefit of its Trustees and
officers. None of the Trustees has received any fees for his or her services to
the Trust. The Trustees periodically review their fees to assure that such fees
continue

16
<PAGE> 72
to be appropriate in light of their responsibilities as well as in relation to
fees paid to Trustees of other mutual funds.

The following table sets forth the total (estimated) remuneration of
Trustees and officers of the Trust for the fiscal year ended December 31, 2000,
based on an estimated four in-person meetings:

<TABLE>
<CAPTION>
Name/Position Aggregate Pension or Estimated Annual Total Compensation
Compensation from Retirement Benefits Upon from
Trust Benefits Retirement Trust & Trust
Accrued as Part Complex Paid to
of Trust Trustees
Expenses
<S> <C> <C> <C> <C>
William L. Boyan, Trustee $0 $0 $0 $0
Michael F. Holland, Trustee $0 $0 $0 $0
Rina K. Spence, Trustee $0 $0 $0 $0
Douglas T. Williams, Trustee $0 $0 $0 $0
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of August 31, 2000, the Trustees and officers of the Trust owned in
the aggregate less than 1% of the shares of the Funds of the Trust (all series
taken together).

Persons or organizations owning 25% or more of the outstanding shares
of a Fund may be presumed to "control" (as that term is defined in the 1940 Act)
a Fund. As a result, these persons or organizations could have the ability to
approve or reject those matters submitted to the shareholders of such Fund for
their approval. As of August 31, 2000, the following person owned 5% or more of
the shares of a Fund: ALPS Mutual Funds Services, Inc.

INVESTMENT ADVISORY AND OTHER SERVICES

Under the terms of the Investment Advisory Agreement with the Adviser
(the "Advisory Agreement"), the Adviser is required to manage each Fund subject
to the supervision and direction of the Board of Trustees of the Trust.

State Street is a wholly owned subsidiary of State Street Corporation,
a publicly held bank holding company.

State Street may have deposit, loan and other commercial banking
relationships with the issuers of obligations that may be purchased on behalf of
the Funds, including

<PAGE> 73

outstanding loans to such issuers that could be repaid in whole or in part with
the proceeds of securities so purchased. Such affiliates deal, trade and invest
for their own accounts in such obligations and are among the leading dealers of
various types of such obligations. The Adviser has informed the Funds that, in
making its investment decisions, it will not obtain or use material inside
information in its possession or in the possession of any of its affiliates. In
making investment recommendations for a Fund, the Adviser will not inquire or
take into consideration whether an issuer of securities proposed for purchase or
sale by the Fund is a customer of State Street, its parent or its subsidiaries
or affiliates and, in dealing with its customers, the Adviser, its parent,
subsidiaries and affiliates will not inquire or take into consideration whether
securities of such customers were held by any Fund managed by the Adviser or any
such affiliate.

Investment Advisory Agreements

Each Fund current invests all of its assets in a related Portfolio that
has the same investment objectives and substantially the same investment
policies as the relevant Fund. As long as a Fund remains completely invested in
a Portfolio (or any other investment company), State Street is not entitled to
receive any investment advisory fee with respect to the Fund. A Fund may
withdraw its investment from the related Portfolio at any time if the Trust's
Board of Trustees determines that it is in the best interests of the Fund and
its shareholders to do so. The Trust has retained the Adviser as investment
adviser to manage a Fund's assets in the event that the Fund withdraws its
investment from its related Portfolio.

State Street Global Advisors is the investment adviser to each of the
related Portfolios pursuant to an investment advisory agreement (the "Portfolio
Advisory Agreement") between State Street Bank and Trust Company ("State
Street") and State Street Master Funds, on behalf of the Portfolios. State
Street receives an investment advisory fee with respect to each related
Portfolio. The Portfolio Advisory Agreement is the same in all material respects
as the Investment Advisory Agreement between the Trust on behalf of the Funds
and State Street. Each of the Funds that invests in a related Portfolio bears a
proportionate part of the management fees paid by the Portfolio (based on the
percentage of the Portfolio's assets attributable to the Fund).

Administrator, Custodian and Transfer Agent

Under the Administrative Services Agreement (the "Administration
Agreement"), State Street is obligated on a continuous basis to provide such
administrative services as the Board of Trustees of the Trust reasonably deems
necessary for the proper administration of the Trust and the Fund. State Street
will generally assist in all aspects of the Trust's and the Funds' operations;
supply and maintain office facilities (which may be in State Street's own
offices); provide statistical and research data, data processing services,
clerical, accounting, bookkeeping and record keeping services (including without
limitation the maintenance of such books and records as are required under the
1940 Act and the rules thereunder, except as maintained by other agents),
internal auditing, executive and administrative services, and stationery and
office supplies;

<PAGE> 74
prepare reports to shareholders or investors; prepare and file tax returns;
supply financial information and supporting data for reports to and filings with
the SEC and various state Blue Sky authorities; supply supporting documentation
for meetings of the Board of Trustees; provide monitoring reports and assistance
regarding compliance with Declarations of Trust, by-laws, investment objectives
and policies and with Federal and state securities laws; arrange for appropriate
insurance coverage; calculate NAVs, net income and realized capital gains or
losses; and negotiate arrangements with, and supervise and coordinate the
activities of, agents and others to supply services. Pursuant to the
Administration Agreement, the Trust has agreed to indemnify the Administrator
for certain liabilities, including certain liabilities arising under federal
securities laws, unless such loss or liability results from the Administrator's
gross negligence or willful misconduct in the performance of its duties. State
Street serves as Custodian for the Funds pursuant to the Custody Agreement. As
Custodian, it holds the Funds' assets. State Street also serves as Transfer
Agent of the Funds pursuant to the Transfer Agency and Service Agreement.

Fees

See "Fees and Expenses" in each Fund's prospectus for a description of
the fees paid by each Fund.

Rule 12b-1 Plan

The Trust has adopted a distribution plan pursuant to Rule 12b-1 (the
"Rule 12b-1 Plan") under which the Funds may compensate their distributor (or
others) for services in connection with the distribution of the Funds' shares
and for services provided to Fund shareholders. The Rule 12b-1 Plan calls for
payments at an annual rate (based on average net assets) as follows:

<TABLE>
<S> <C>
State Street Equity 500 Index Fund - Class A: 0.15%
State Street Equity 500 Index Fund - Class B: 0.25%
State Street Equity 400 Index Fund: 0.25%
State Street Equity 2000 Index Fund: 0.25%
State Street MSCI EAFE Index Fund: 0.25%
State Street Aggregate Bond Index Fund: 0.25%.
</TABLE>

Counsel and Independent Accountants

Ropes & Gray, One International Place, Boston, Massachusetts 02110,
serves as counsel to the Trust. Ernst & Young LLP are the independent
auditors for the Funds, providing audit services, tax return preparation, and
assistance and consultation with respect to the preparation of filings with the
Securities and Exchange Commission. The principal business address of Ernst &
Young LLP is 200 Clarendon St., Boston, Massachusetts 02116.

19
<PAGE> 75
The policy of the Trust regarding purchases and sales of securities for
the Funds is that primary consideration will be given to obtaining the most
favorable prices and efficient executions of transactions. Consistent with this
policy, when securities transactions are effected on a stock exchange, the
Trust's policy is to pay commissions that are considered fair and reasonable
without necessarily determining that the lowest possible commissions are paid in
all circumstances. The Trust believes that a requirement always to seek the
lowest possible commission cost could impede effective portfolio management and
preclude the Fund and the Adviser from obtaining a high quality of brokerage and
research services.

In seeking to determine the reasonableness of brokerage commissions
paid in any transaction, the Adviser relies upon its experience and knowledge
regarding commissions generally charged by various brokers and on its judgment
in evaluating the brokerage and research services received from the broker
effecting the transaction. Such determinations are necessarily subjective and
imprecise, as in most cases an exact dollar value for those services is not
ascertainable. In seeking to implement the Trust's policies, the Adviser effects
transactions with those brokers and dealers who the Adviser believes provides
the most favorable prices and are capable of providing efficient executions. If
the Adviser believes such price and execution are obtainable for more than one
broker or dealer, it may give consideration to placing portfolio transactions
with those brokers and dealers who also furnish research and other services to
the Funds or the Adviser. Such services may include, but are not limited to,
information as to the availability of securities for purchase or sale and
statistical information pertaining to corporate actions affecting stocks,
including but not limited to, stocks within the index whose performance the Fund
in question seeks to replicate. The fee paid by the Funds is not reduced because
the Adviser and its affiliates receive these services even though the Adviser
might otherwise have been required to purchase some of these services for cash.

The Adviser assumes general supervision over placing orders on behalf
of the Trust for the purchase or sale of portfolio securities. If purchases or
sales of portfolio securities of the Trust and one or more other investment
companies or clients supervised by the Adviser are considered at or about the
same time, transactions in such securities are allocated among the several
investment companies and clients in a manner deemed equitable to all by the
Adviser. In some cases, this procedure could have a detrimental effect on the
price or volume of the security so far as the Trust is concerned. However, in
other cases, it is possible that the ability to participate in volume
transactions and to negotiate lower brokerage commission will be beneficial to
the Trust. The primary consideration is prompt execution of orders at the most
favorable net price.

CAPITAL STOCK AND OTHER SECURITIES

Under the Declaration of Trust, the Trustees are authorized to issue an
unlimited number of shares of each Fund. Upon liquidation or dissolution of a
Fund, investors are

<PAGE> 76
entitled to share pro rata in the Fund's net assets available for distribution
to its investors. Investments in a Fund have no preference, preemptive,
conversion or similar rights and are fully paid and nonassessable, except as set
forth below. Investments in a Fund may not be transferred.

Each investor is entitled to a vote in proportion to the number of Fund
shares it owns. Shares do not have cumulative voting rights, and investors
holding more than 50% of the aggregate outstanding shares in the Trust may elect
all of the Trustees if they choose to do so. The Trust is not required and has
no current intention to hold annual meetings of investors when in the judgment
of the Trustees it is necessary or desirable to submit matters for an investor
vote.

Under Massachusetts law, shareholders in a Massachusetts business trust
could, under certain circumstances, be held personally liable for the
obligations of the trust. However, the Declaration of Trust disclaims
shareholder liability for acts or obligations of the Trust and provides for
indemnification out of the Trust's property for any claim or liability to which
the shareholder may become subject by reason of being or having been an
shareholder and for reimbursement of the shareholder for all legal and other
expenses reasonably incurred by the shareholder in connection with any such
claim or liability. Thus the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which the Trust
would be unable to meet its obligations.

PURCHASE, REDEMPTION AND PRICING OF SHARES

Shares of the Funds are offered continuously at a price equal to the
net asset value attributable to each share.

Each Fund determines the net asset value per share in the Fund on each
day on which the NYSE is open ("Fund Business Day"). This determination is made
each Fund Business Day at the close of regular trading on the NYSE (the
"Valuation Time") by dividing the value of the Fund's net assets (i.e., the
value of its securities and other assets less its liabilities, including
expenses payable or accrued) by the number of shares outstanding at the time the
determination is made. (As of the date of this Part B, the NYSE is open for
trading every weekday except: (a) the following holidays: New Year's Day, Martin
Luther King, Jr.'s Birthday, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas; and (b) the
preceding Friday or the subsequent Monday when one of the calendar-determined
holidays falls on a Saturday or Sunday, respectively). Purchases and withdrawals
will be effected at the net asset value next determined following the receipt of
any purchase or withdrawal order in good order.

Equity and debt securities (other than short-term debt obligations
maturing in 60 days or less), including listed securities and securities for
which price quotations are available, will normally be valued on the basis of
market value. This generally means that equity securities and fixed income
securities listed and traded principally on any national securities exchange,
including securities traded on the NASDAQ NMS System,

21
<PAGE> 77
are valued on the basis of the last sale price or, lacking any sales, at the
closing bid price, on the primary exchange on which the security is traded. U.S.
equity and fixed-income securities traded principally over-the-counter and
options are valued on the basis of the last reported bid price prior to the
Valuation Time. Futures contracts are valued on the basis of the last reported
sale price prior to the Valuation Time. Short-term debt obligations and money
market securities maturing in 60 days or less are valued at amortized cost,
which approximates market. Other assets are valued at fair value using methods
determined in good faith by the Board of Trustees.

TAXATION OF THE FUND

Qualification as a Regulated Investment Company

Each Fund intends to qualify each year as a regulated investment
company under Subchapter M of the Code. In order so to qualify and to qualify
for the favorable tax treatment accorded regulated investment companies, each
Fund must, among other things, (i) derive at least 90% of its gross income from
dividends, interest, payments with respect to certain securities loans, gains
from the sale of securities or foreign currencies, or other income (including,
but not limited to, gains from options, futures or forward contracts) derived
with respect to its business of investing in such stock, securities or
currencies; (ii) distribute with respect to each taxable year at least 90% of
the sum of its taxable net investment income, its tax-exempt income and the
excess, if any, of net short-term capital gains over net long-term capital
losses for each year; and (iii) diversify its holdings so that at the end of
each fiscal quarter (a) at least 50% of the value of its total assets are
invested in cash, U.S. government securities, securities of other regulated
investment companies, and other securities of issuers which represent, with
respect to each issuer, no more than 5% of the value of the Fund's total assets
and 10% of the outstanding voting securities of such issuer, and (b) not more
than 25% of its assets are invested in the securities (other than those of the
U.S. government or other regulated investment companies) of any one issuer or of
two or more issuers which the Fund controls and which are engaged in the same,
similar or related trades and businesses. To the extent it qualifies for
treatment as a regulated investment company, the Fund will not be subject to
federal income tax on income paid to its shareholders in the form of dividends
or capital gain distributions.

An excise tax at the rate of 4% will be imposed on the excess, if any,
of each Fund's "required distribution" over its actual distributions in any
calendar year. Generally, the "required distribution" is 98% of the Fund's
ordinary income for the calendar year plus 98% of its capital gain net income
recognized during the one-year period ending October 31 (or December 31, if the
Fund so elects) plus undistributed amounts from prior years. Each Fund intends
to make distributions sufficient to avoid imposition of the excise tax.
Distributions declared by a Fund during October, November and December to
shareholders of record on a date in any such month and paid by the Fund during
the following January will be treated for federal tax purposes as paid by the
Fund and received by shareholders on December 31 of the year in which declared.

22
<PAGE> 78
Taxation of Distributions Received by Shareholders

Shareholders of each Fund will be subject to federal income taxes on
distributions made by the Fund whether received in cash or additional shares of
the Fund. Distributions by each Fund of net income and short-term capital gains,
if any, will be taxable to shareholders as ordinary income. Distributions
designated by a Fund as deriving from net gains on securities held for more than
one year will be taxable to shareholders as long-term capital gain (generally
taxed at 20% rate for noncorporate shareholders), without regard to how long a
shareholder has held shares of the Fund.

Dividends and distributions on a Fund's shares are generally subject to
federal income tax as described herein to the extent they do not exceed the
Fund's realized income and gains. Even though such dividends and distributions
may economically represent a return of a particular shareholder's investment.
Such distributions are likely to occur in respect of shares purchased at a time
when a Fund's net asset value reflects gains that are either unrealized, or
realized but not distributed. Such realized gains may be required to be
distributed even when a Fund's net asset value also reflects unrealized losses.

Taxation of Certain Financial Instruments

A Fund may enter into futures contracts, options on futures contracts
and options on securities indices. Such contracts held by the Fund at the close
of its taxable year will generally be treated for federal income tax purposes as
sold for their fair market value on the last business day of such year, a
process known as "marking-to-market". Forty percent of any gain or loss
resulting from this constructive sale will be treated as short-term capital gain
or loss and 60 percent of such gain or loss will be treated as long-term capital
gain or loss without regard to the period the Fund actually held the
instruments. The amount of any capital gain or loss actually realized by the
Fund in a subsequent sale or other disposition of the instruments is adjusted to
reflect any capital gain or loss taken into account in a prior year as a result
of the constructive sale of the instruments. The hedging transactions undertaken
by the Fund may result in "straddles" for federal income tax purposes. The
straddle rules may affect the character of gains or losses realized by a Fund.
In addition, losses realized by the Fund on positions that are part of a
straddle may be deferred under the straddle rules, rather than being taken into
account in calculating the taxable income for the taxable year in which the
losses are realized.

A Fund may make one or more of the elections available under the Code
that are applicable to straddles. If a Fund makes any of the elections, the
amount, character and timing of the recognition of gains and losses from the
affected straddle positions will be determined under the rules that vary
according to the election(s) made. The rules applicable under certain of the
elections may operate to accelerate the recognition of gains or losses from the
affected straddle positions. Because the straddle rules may affect the character
of gains or loses, defer losses and/or accelerate the recognition of gains or
losses from the affected straddle positions, the amount which may be reported to
investors and which will be taxable to them as ordinary income or long-term
capital gain,

<PAGE> 79
may be increased or decreased as compared to a Fund that did not engage in such
hedging transactions.

Foreign Income

Income received by the MSCI EAFE Index Fund from sources within foreign
countries may be subject to withholding and other foreign taxes. Tax conventions
between certain countries and the United States may reduce or eliminate such
taxes. It is impossible to determine the effective rate of foreign tax in
advance since the amount of the MSCI EAFE Index Fund's assets to be invested in
various countries will vary. If the MSCI EAFE Index Fund is liable for foreign
taxes, and if more than 50% of the value of the Fund's total assets at the close
of its taxable year consists of stocks or securities of foreign corporations,
the Fund may make an election pursuant to which certain foreign taxes paid by it
would be treated as having been paid directly by its shareholders. Pursuant to
such election, the MSCI EAFE Index Fund's share of the amount of foreign taxes
paid by it will be included in the income of its shareholders, and such
shareholders (except tax-exempt shareholders) may, subject to certain
limitations, claim either a credit or deduction for the taxes. Each MSCI EAFE
Index Fund investor will be notified after the close of the Fund's taxable year
whether the foreign taxes paid will "pass through" for that year and, if so,
such notification will designate (a) the regulated investment company investor's
portion of the foreign taxes paid to each such country and (b) the portion which
represents income derived form sources within each such country.

The amount of foreign taxes for which an investor may claim a credit in
any year will generally be subject to a separate limitation for "passive
income," which includes, among other items of income, dividends, interests and
certain foreign currency gains. Because capital gains realized by a Fund on the
sale of foreign securities will be treated as U.S.-source income, the available
credit of foreign taxes paid with respect to such gains may be restricted by
this limitation. In addition a shareholder must hold shares of the MSCI EAFE
Index Fund (without protection from risk or loss) on the ex-dividend date and
for at least 16 days during the 30-day period beginning on the date that is 15
days before the ex-dividend date in order to be eligible to claim a foreign tax
credit passed through by the Fund.

The Aggregate Bond Index Fund's Investments in Original Issue Discount
Securities

A Fund's investment in securities issued at a discount and certain
other obligations will (and investments in securities purchased at a discount
may) require the Fund to accrue and distribute income not yet received. In such
cases, a Fund may be required to sell assets (including when it is not
advantageous to do so) to generate the cash necessary to distribute as dividends
to its shareholders all of its income and gains and therefore to eliminate any
tax liability at the Fund level.

<PAGE> 80
Redemptions and Exchanges

Redemptions and exchanges of each Fund's shares are taxable events and,
accordingly, shareholders may realize gain or loss on these transactions. In
general, any gain realized upon a taxable disposition of shares will be treated
as long-term capital gain if the shares have been held for more than one year.
Otherwise, the gain on the sale, exchange or redemption of Fund shares will be
treated as short-term capital gain. However, if a shareholder sells Fund shares
at a loss within six months after purchasing the shares, the loss will be
treated as a long-term capital loss to the extent of any long-term capital gain
distributions received by the shareholder. Furthermore, no loss will be allowed
on the sale of Fund shares to the extent the shareholder acquired other shares
of the same Fund within 30 days prior to the sale of the loss shares or 30 days
after such sale.

The foregoing discussion summarizes some of the consequences under the
current federal tax law of an investment in the Funds. It is not a substitute
for personal tax advice. Consult your personal tax advisor about the potential
tax consequences of an investment in the Fund including in-kind transactions
under all applicable tax laws.

Non-U.S. investors in the Funds should consult their tax advisors
concerning the tax consequences of ownership of shares in the Funds, including
the possibility that distributions may be subject to a 30 percent United States
withholding tax (or a reduced rate of withholding provided by treaty).

UNDERWRITERS

ALPS Mutual Funds Services, Inc., serves as Distributor (the
"Distributor") pursuant to the Distribution Agreement. The Distributor is
located at 370 17th Street, Suite 3100, Denver, Colorado 80202. Pursuant to the
Distribution Agreement, the Funds pay the Distributor fees under the Rule 12b-1
Plan in effect for each of the Funds of the Trust. For a description of the fees
paid to the Distributor under the Rule 12b-1 Plan, see "Rule 12b-1 Plan", above.
The Distributor is not obligated to sell any specific number of shares and will
sell shares of a Fund on a continuous basis only against orders to purchase
shares.

CALCULATION OF PERFORMANCE DATA

Not applicable.

FINANCIAL STATEMENTS

The Financial Statements for the Trust at August 31, 2000, including
the notes thereto and the report of Ernst & Young LLP thereon are contained in
this Statement of Additional Information on the following pages.

<PAGE> 81

State Street Equity 500 Index Fund
Statement of Net Assets
August 24, 2000

<TABLE>
<S> <C>
Assets

Cash................................................ $100,000
--------
Net Assets.............................................. $100,000
========
Net Assets consist of:
Paid-in capital..................................... $100,000
========
Shares Outstanding - Class A............................ 10,000
(No Par Value, Unlimited Shares Authorized) ========

Net Asset Value per share............................... $ 10.00
========
</TABLE>

See Notes to Statement of Net Assets

26
<PAGE> 82

State Street Equity 500 Index Fund
Notes to Statement of Net Assets
August 24, 2000

1. ORGANIZATION

The State Street Equity 500 Index Fund ("the Fund") is a series of the
State Street Institutional Investment Trust ("the Trust"), which is an
open-end management investment company organized as a business trust under
the laws of the Commonwealth of Massachusetts. The Trust was organized on
February 16, 2000, and has had no operations since that date other than
matters relating to its organization and registration and the sale of
10,000 shares of Class A shares for $100,000 to ALPS Mutual Funds Services,
Inc. on August 24, 2000. The Fund's investment objective is to match as
closely as possible, before expenses, the performance of the S&P 500 Index.

2. SIGNIFICANT ACCOUNTING POLICIES

Organization Costs: Costs relating to the organization of the Fund will be
borne by State Street Bank and Trust Company.

Accounting Estimates: The preparation of financial statements in accordance
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statement. Actual results could
differ from those estimates.

3. INVESTMENT ADVISORY AND OTHER AGREEMENTS

The Fund has entered into an investment advisory agreement with State
Street Bank and Trust Company ("the Adviser"). Pursuant to the investment
advisory agreement, the Adviser is responsible for the asset management of
the Fund. The Fund will pay the Adviser a monthly fee at the annual rate of
0.045% of the Fund's average daily net assets upon commencement of
investment operations. The Fund has also entered into Administration,
Custody and Transfer Agent Agreements with the Advisor. As compensation for
services provided under these contracts, and for assuming ordinary
operating expenses of the Fund, the Advisor will receive an administration
fee payable on a monthly basis at an annual rate of 0.05% of the Fund's
average daily net assets upon commencement of investment operations.

4. INCOME TAXES

The Fund intends to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and as such will not be
subject to federal income taxes.

27
<PAGE> 83

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Trustees of State Street Institutional Investment Trust
and Shareholder of State Street Equity 500 Index Fund:

We have audited the accompanying statement of net assets of State Street Equity
500 Index Fund (the "Fund"), a series of the State Street Institutional
Investment Trust, as of August 24, 2000. This financial statement is the
responsibility of the Fund's management. Our responsibility is to express an
opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of the State Street Equity 500
Index Fund of the State Street Institutional Investment Trust at August 24, 2000
in conformity with accounting principles generally accepted in the United
States.

/s/ ERNST & YOUNG LLP

ERNST & YOUNG LLP

Boston, Massachusetts
August 31, 2000

28
<PAGE> 84
PART C

ITEM 23. EXHIBITS

(a) Declaration of Trust was filed previously as Exhibit (a) to Registrant's
Registration Statement and is incorporated by reference herein.

(b) By-laws of the Trust were filed previously as Exhibit (b) to Registrant's
Registration Statement and are incorporated by reference herein.

(d) Form of Investment Advisory Contract was filed previously as Exhibit (d) to
Registrant's Registration Statement and is incorporated by reference herein.

(e) Form of Distribution Agreement was filed previously as Exhibit (e) to
Registrant's Registration Statement and is incorporated by reference herein.

(f) Not applicable.

(g) Form of Custodian Agreement was filed previously as Exhibit (g) to
Registrant's Registration Statement and is incorporated by reference herein.

(h)(1) Form of Transfer Agent and Services Agreement was filed previously as
Exhibit
(h)(1) to Registrant's Registration Statement and is incorporated by reference
herein.

(h)(2) Form of Administration Agreement was filed previously as Exhibit (h)(2)
to Registrant's Registration Statement and is incorporated by reference herein.

(i) Legal Opinion of Ropes & Gray is filed herewith.

(j)(1) Power of Attorney for James B. Little dated February 4, 2000 was filed
previously as Exhibit (j)(1) to Registrant's Registration Statement and is
incorporated by reference herein.

(j)(2) Power of Attorney for all Trustees dated February 28, 2000 is filed
herewith.

(j)(3) Power of Attorney for Kathleen C. Cuocolo dated August 10, 2000 is filed
herewith.

(j)(4) Consent of Independent Auditors is filed herewith.

(k) Not applicable.

(l) Not applicable.

<PAGE> 85

(m) Form of Rule 12b-1 Plan was filed previously as Exhibit (m) to Registrant's
Registration Statement and is incorporated by reference herein.

(n) Form of Rule 18f-3 Plan was filed previously as Exhibit (n) to Registrant's
Registration Statement and is incorporated by reference herein.

(p)(1) Form of Code of Ethics was filed previously as Exhibit (p)(1) to
Registrant's Registration Statement and is incorporated by reference herein.

(p)(2) Code of Ethics of State Street Master Funds is filed herewith.

(p)(3) Code of Ethics of State Street Global Advisors is filed herewith.

(p)(4) Code of Ethics of ALPS Mutual Funds Services, Inc. is filed herewith.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

None.

ITEM 25. INDEMNIFICATION

The Trust shall indemnify each of its Trustees and officers (including
persons who serve at the Trust's request as directors, officers or trustees of
another organization in which the Trust has any interest as a shareholder,
creditor or otherwise) (hereinafter referred to as a "Covered Person") against
all liabilities and expenses, including but not limited to amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and counsel
fees reasonably incurred by any Covered Person in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
before any court or administrative or legislative body, in which such Covered
Person may be or may have been involved as a party or otherwise or with which
such Covered Person may be or may have been threatened, while in office or
thereafter, by reason of any alleged act or omission as a Trustee or officer or
by reason of his or her being or having been such a Trustee or officer, except
with respect to any matter as to which such Covered Person shall have been
finally adjudicated in any such action, suit or other proceeding not to have
acted in good faith in the reasonable belief that such Covered Person's action
was in the best interest of the Trust and except that no Covered Person shall be
indemnified against any liability to the Trust or its Shareholders to which such
Covered Person would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office. Expenses, including counsel fees so
incurred by any such Covered Person, may be paid from time to time by the Trust
in advance of the final disposition of any such action, suit or proceeding on
the condition that the amounts so paid shall be repaid to the Trust if it is
ultimately determined that indemnification of such expenses is not authorized
under this Article.

<PAGE> 86

As to any matter disposed of by a compromise payment by any such
Covered Person referred to above, pursuant to a consent decree or otherwise, no
such indemnification either for said payment or for any other expenses shall be
provided unless such compromise shall be approved as in the best interests of
the Trust, after notice that it involved such indemnification, (a) by a
disinterested majority of the Trustees then in office; or (b) by a majority of
the disinterested Trustees then in office; or (c) by any disinterested person or
persons to whom the question may be referred by the Trustees, provided that in
the case of approval pursuant to clause (b) or (c) there has been obtained an
opinion in writing of independent legal counsel to the effect that such Covered
Person appears to have acted in good faith in the reasonable belief that his or
her action was in the best interests of the Trust and that such indemnification
would not protect such person against any liability to the Trust or its
Shareholders to which such person would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of office; or (d) by vote of Shareholders holding
a majority of the Shares entitled to vote thereon, exclusive of any Shares
beneficially owned by any interested Covered Person. Approval by the Trustees
pursuant to clause (a) or (b) or by any disinterested person or persons pursuant
to clause (c) of this Section shall not prevent the recovery from any Covered
Person of any amount paid to such Covered Person in accordance with any of such
clauses as indemnification if such Covered Person is subsequently adjudicated by
a court of competent jurisdiction not to have acted in good faith in the
reasonable belief that such Covered Person's action was in the best interests of
the Trust or to have been liable to the Trust or its Shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office.

The right of indemnification hereby provided shall not be exclusive of
or affect any other rights to which any such Covered Person may be entitled. As
used in this Article 4, the term "Covered Person" shall include such person's
heirs, executors and administrators; an "interested Covered Person" is one
against whom the action, suit or other proceeding in question or another action,
suit or other proceeding on the same or similar grounds is then or has been
pending; and a "disinterested Trustee" or "disinterested person" is a Trustee or
a person against whom none of such actions, suits or other proceedings or
another action, suit or other proceeding on the same or similar grounds is then
or has been pending. Nothing contained in this Article shall affect any rights
to indemnification to which personnel of the Trust, other than Trustees and
officers, and other persons may be entitled by contract or otherwise under law,
nor the power of the Trust to purchase and maintain liability insurance on
behalf of any such person.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER

See "Management" in Part B. Information as to the directors and
officers of the Adviser is included in its Form ADV filed with the SEC and is
incorporated herein by reference thereto.

<PAGE> 87

ITEM 27. PRINCIPAL UNDERWRITERS

(a) In addition to the Registrant, ALPS Mutual Funds
Services, Inc., currently acts as distributor to
Diamonds Trust, Financial Investors Trust, Firsthand
Funds, First Funds Trust, Holland Balanced Fund, SPDR
Trust, MidCap SPDR Trust, NASDAQ 100 Trust, Select
Sector SPDR Trust, Stonebridge Funds Trust and
Westcore Funds Trust. ALPS Mutual Funds Services,
Inc., is registered with the Securities and Exchange
Commission as a broker/dealer and is a member of the
National Association of Securities Dealers, Inc.

(b) For each director or officer of ALPS Mutual Funds
Services, Inc.

<TABLE>
<CAPTION>
Name and Principal
Business Address Positions & Offices Positions & Offices
with Underwriter with Distributor with Registrant
---------------- ---------------- ---------------
<S> <C> <C>
W. Robert Alexander Chairman and None
370 Seventeenth Street Chief Executive Officer
Suite 3100
Denver, Colorado 80202

Arthur J. Lucey Vice Chairman None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202

Edmund J. Burke President None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202

Thomas A. Carter Chief Financial Officer None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202

Jeremy O. May Vice President None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202

Robert J. Szydlowski Vice President None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202
</TABLE>

<PAGE> 88

<TABLE>
<S> <C> <C>
Rick A. Pederson Director None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202

Chris Woessner Director None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:

State Street Institutional Investment Trust ("Registrant")
PO Box 1713 Boston, MA 02105-1713

State Street Bank And Trust Company ("Adviser")
Two International Place
Boston, MA 02110

State Street Bank And Trust Company ("Custodian, Administrator,
Transfer Agent and Dividend Disbursing Agent")
PO Box 1713
Boston, MA 02105-1713

ALPS Mutual Funds Services, Inc.
370 Seventeenth Street
Suite 3100
Denver, CO 80202

ITEM 29. MANAGEMENT SERVICES

Not applicable.

ITEM 30. UNDERTAKINGS

Not applicable.

<PAGE> 89

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant, State Street Institutional Investment
Trust, has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of Boston and Commonwealth
of Massachusetts on the 1st day of September, 2000.

STATE STREET INSTITUTIONAL INVESTMENT TRUST

By: *
-------------------------------
Kathleen C. Cuocolo
President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement for State Street Institutional Investment Trust has been signed below
by the following persons in the capacities indicated on the 1st day of
September, 2000:

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
*
--------------------
Kathleen C. Cuocolo President (Principal Executive Officer)

*
--------------------
James B. Little Treasurer (Principal Accounting Officer)

* Trustee
--------------------
William L. Boyan

* Trustee
--------------------
Michael F. Holland

* Trustee
--------------------
Rina K. Spence

* Trustee
--------------------
Douglas T. Williams

* Attorney-in-fact: /s/ Julie A. Tedesco
--------------------
</TABLE>

<PAGE> 90

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-------------------

EXHIBITS
TO
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(PRE-EFFECTIVE AMENDMENT NO. 1)
AND THE
INVESTMENT COMPANY ACT OF 1940
(AMENDMENT NO. 1)

------------------

STATE STREET INSTITUTIONAL INVESTMENT TRUST

<PAGE> 91

STATE STREET INSTITUTIONAL INVESTMENT TRUST

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
99(i) Legal Opinion of Ropes & Gray

99(j)(2) Power of Attorney for all Trustees

99(j)(3) Power of Attorney for Kathleen C. Cuocolo

99(j)(4) Consent of Independent Auditors

99(p)(2) Code of Ethics of State Street Master Funds

99(p)(3) Code of Ethics of State Street Global Advisors

99(p)(4) Code of Ethics of ALPS Mutual Funds Services, Inc.
</TABLE>