AMERICAN BAR ASSOCIATION MEMBERS STATE STREET COLLECTIVE TR, S-1, 1997-03-20

AMERICAN BAR ASSOCIATION MEMBERS STATE STREET COLLECTIVE TR
S-1, 1997-03-20
INVESTORS, NEC

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 1997

REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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

AMERICAN BAR ASSOCIATION MEMBERS/
STATE STREET COLLECTIVE TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

MASSACHUSETTS 6722 04-6691601
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)

225 FRANKLIN STREET, BOSTON, MASSACHUSETTS 02110
(617) 985-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

JOHN R. TOWERS, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
STATE STREET BANK AND TRUST COMPANY
225 FRANKLIN STREET
BOSTON, MASSACHUSETTS 02110
(617) 985-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

WITH A COPY TO:
JUDITH R. THOYER, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
Pursuant to Rule 429 under the Securities Act, the prospectus contained in
this Registration Statement also relates to Registration Statement No. 33-
92120.

CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
AMOUNT TO MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units of beneficial interest.... (1)(2) (1) $1,000,000,000(1)(2) $303,031
</TABLE>
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(1) The Collective Trust may offer and sell an unlimited number of units
representing interests in separate funds and portfolios of the Collective
Trust, each unit to be offered and sold at the per unit net asset value of
the corresponding fund or portfolio.
(2) Does not include $435,744,016.55 of units previously registered and
remaining unsold as of December 31, 1996. The units are being carried
forward pursuant to Rule 429 under the Securities Act.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY IS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MARCH 19, 1997

AMERICAN BAR ASSOCIATION
MEMBERS RETIREMENT PROGRAM

UNITS OF BENEFICIAL INTEREST
AMERICAN BAR ASSOCIATION MEMBERS/STATE
STREET COLLECTIVE TRUST

The units offered hereby ("Units") represent pro rata beneficial interests in
eight collective investment funds ("Funds") and three portfolios of the
Structured Portfolio Service established under the American Bar Association
Members/State Street Collective Trust (the "Collective Trust"). The Funds and
the portfolios of the Structured Portfolio Service are investment options under
the American Bar Association Members Retirement Program (the "Program"), a
comprehensive retirement program sponsored by the American Bar Retirement
Association ("ABRA") in which members of the American Bar Association ("ABA")
and certain affiliated organizations and employees and partners of such members
are eligible to participate.

State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110 ("State Street"), the trustee of the Collective Trust,
operates and administers the Funds and the Structured Portfolio Service and
provides administrative services to the Program. The following Funds are
available through the Program:

STABLE ASSET RETURN FUNDSM invests primarily in high quality money market
instruments, investment contracts and funding agreements issued by insurance
companies, banks or other financial institutions, with the objective of
providing current income consistent with preserving principal and maintaining
liquidity.

INTERMEDIATE BOND FUND invests generally in debt securities of varying
maturities, with an average portfolio duration of 3 to 6 years, with the
objective of achieving a competitive total return from current income and
capital appreciation.

BALANCED FUND invests primarily in common stocks, other equity-type
securities, medium to long-term debt securities and money market instruments,
with the objective of achieving both long-term capital appreciation and current
income.

VALUE EQUITY FUNDSM invests primarily in common stocks of larger companies
believed to be attractively priced relative to their future earnings power,
with the objective of achieving long-term growth of capital and dividend
income.

GROWTH EQUITY FUND invests primarily in common stocks and other equity-type
securities issued by large, well-established companies, with the primary
objective of achieving long-term growth of capital and the secondary objective
of realizing income.

INDEX EQUITY FUND invests primarily in common stocks included in the Russell
3000 Index (the "Russell Index"), with the objective of replicating the total
return of the broader stock market represented by the Russell Index.

AGGRESSIVE EQUITY FUND invests primarily in common stocks and other equity-
type securities issued by small to medium sized companies believed to have a
strong potential for appreciation, with the objective of maximizing long-term
growth of capital.

INTERNATIONAL EQUITY FUND invests primarily in common stocks of established
non-U.S. companies, with the objective of achieving long-term growth of
capital.

Assets contributed under the Program may also be invested in portfolios of
the STRUCTURED PORTFOLIO SERVICESM, an investment service that offers three
distinct approaches to diversifying investments in the Program by giving
Investors the opportunity to select conservative, moderate or aggressive
allocations of assets among the Funds described above.

In addition, assets contributed under the Program may be invested (i) in any
publicly traded debt and equity securities and shares of numerous mutual funds
through Self-Managed Accounts or (ii) at certain times as described herein, in
investment contracts with varying maturities that are issued by insurance
companies that meet certain credit quality standards. The Self-Managed Accounts
and the insurance investment contracts are not registered under the Securities
Act of 1933 (the "Securities Act") and are described in this Prospectus for
information purposes only.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

FUNDS AND THE PORTFOLIOS OF THE STRUCTURED PORTFOLIO SERVICE UNDER THE
COLLECTIVE TRUST ARE NOT REGISTERED AS INVESTMENT COMPANIES UNDER THE
INVESTMENT COMPANY ACT OF 1940 AND, THEREFORE, ARE NOT SUBJECT TO COMPLIANCE
WITH THE REQUIREMENTS OF SUCH ACT. UNITS ARE NOT "REDEEMABLE SECURITIES" WITHIN
THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940. SEE "REGULATION OF
COLLECTIVE TRUST."

The date of this Prospectus is
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary......................................................... 3
Description of Investment Options.......................................... 16
Stable Asset Return Fund................................................... 17
Intermediate Bond Fund..................................................... 20
Balanced Fund.............................................................. 24
Value Equity Fund.......................................................... 25
Growth Equity Fund......................................................... 26
Index Equity Fund.......................................................... 28
Aggressive Equity Fund..................................................... 30
International Equity Fund.................................................. 32
Certain Information with Respect to the Funds.............................. 35
Derivative Instruments..................................................... 37
Investment Advisors........................................................ 39
Structured Portfolio Service............................................... 42
Self-Managed Accounts...................................................... 43
Insurance Investment Contracts............................................. 49
Equitable Real Estate Account.............................................. 50
Transfers between Investment Options and Withdrawals....................... 51
The Program................................................................ 52
Adoption of Program........................................................ 53
State Street .............................................................. 54
American Bar Retirement Association........................................ 54
Contributions and Investment Selection..................................... 55
Deductions and Fees........................................................ 57
Employer and Participant Responsibilities.................................. 64
Provisions of ABA Members Plans............................................ 65
Benefits and Distributions From ABA Members Plans.......................... 71
Benefits and Distributions From Individually Designed Plans................ 78
ERISA and Fiduciary Obligations............................................ 78
Regulation of Collective Trust............................................. 82
Federal Income Tax Considerations.......................................... 83
Taxation of Collective Trust............................................... 86
Legal Matters.............................................................. 86
Experts.................................................................... 86
Available Information...................................................... 86
Glossary of Terms Used in Prospectus....................................... 88
Index to Financial Statements.............................................. F-1
</TABLE>

For additional information regarding all aspects of the Program and the
investment options offered thereunder, contact State Street at (800) 826-8901.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY STATE
STREET.

UNITS OF BENEFICIAL INTEREST IN THE FUNDS AND THE PORTFOLIOS OF THE
STRUCTURED PORTFOLIO SERVICE UNDER THE COLLECTIVE TRUST ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, STATE STREET, AND UNITS OF
BENEFICIAL INTEREST ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, AND INVOLVE RISKS
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

2
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information contained elsewhere in this Prospectus. See "Glossary of Terms Used
in Prospectus" for a definition of certain capitalized terms used in this
Prospectus.

THE FUNDS AND THE PORTFOLIOS OF THE STRUCTURED PORTFOLIO SERVICE UNDER THE
COLLECTIVE TRUST ARE NOT REGISTERED AS INVESTMENT COMPANIES UNDER THE
INVESTMENT COMPANY ACT OF 1940 AND, THEREFORE, ARE NOT SUBJECT TO COMPLIANCE
WITH THE REQUIREMENTS OF SUCH ACT. UNITS ARE NOT "REDEEMABLE SECURITIES" WITHIN
THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940. SEE "REGULATION OF
COLLECTIVE TRUST."

INVESTMENT OPTIONS

State Street, a wholly owned subsidiary of State Street Boston Corporation, a
Massachusetts corporation and a holding company registered under the Federal
Bank Holding Company Act of 1956, makes available eight collective investment
Funds and three portfolios in a Structured Portfolio Service under the
Collective Trust. The Funds and the portfolios offered by the Structured
Portfolio Service are Investment Options (as hereinafter defined) for the
investment of assets under the Program, a comprehensive retirement program
sponsored by ABRA.

The Stable Asset Return Fund invests primarily in money market instruments,
investment contracts and funding agreements. See "Stable Asset Return Fund."
The Intermediate Bond Fund (the "Bond Fund") invests primarily in debt
securities of varying maturities. See "Intermediate Bond Fund." The Index
Equity Fund (the "Index Equity Fund") invests primarily in common stocks
included in the Russell Index. See "Index Equity Fund." The Value Equity Fund,
Growth Equity Fund, Aggressive Equity Fund and International Equity Fund invest
primarily in equity securities. The Balanced Fund invests in a combination of
equity and debt securities. See "Value Equity Fund," "Growth Equity Fund,"
"Aggressive Equity Fund," "International Equity Fund" and "Balanced Fund."

State Street may make additional Funds available as Investment Options from
time to time, subject to the approval of ABRA, and State Street may terminate
or amend the terms of the Investment Options from time to time upon notice to,
and in consultation with, ABRA.

State Street also makes available three portfolios in a Structured Portfolio
Service, an investment service that offers three distinct approaches to
diversifying investments in the Program by giving Investors the opportunity to
select conservative, moderate or aggressive allocations of assets among the
Funds (the "Structured Portfolio Service"). See "Structured Portfolio Service."

Under the Program, certain Participants, Employers or Plan trustees (each, as
hereinafter defined) may also utilize a self-managed brokerage account to
direct State Street to purchase and sell a wide variety of publicly traded debt
and equity securities and shares of numerous mutual funds (the "Self-Managed
Account"). The Self-Managed Account is available only to (i) Participants in
the ABA Retirement Plan (as hereinafter defined) and to Employers with respect
to the ABA Defined Benefit Plan (as hereinafter defined), provided that in
either case the Employer has designated the Self-Managed Account as an
Investment Option for its plan (such Participants and Employers are
collectively referred to as "Eligible Investors"), and (ii) Participants,
Employers and Plan trustees of certain Individually Designed Plans (as
hereinafter defined). Self-Managed Accounts are not registered under the
Securities Act and are described in this Prospectus for information purposes
only. See "Self-Managed Accounts."

3
<PAGE>

At certain times, State Street may also arrange to make available interests
in investment contracts ("Insurance Investment Contracts") issued by insurance
companies (commonly known as "guaranteed investment contracts" or "GICs") that
meet certain credit quality standards. There are significant restrictions on
withdrawals and transfers from Insurance Investment Contracts prior to
maturity. The interests in Insurance Investment Contracts are not registered
under the Securities Act and are described in this Prospectus for information
purposes only. See "Insurance Investment Contracts." The Funds, the Structured
Portfolio Service, the Self-Managed Accounts and the Insurance Investment
Contracts are collectively referred to as "Investment Options."

Certain assets contributed to the Program prior to January 1, 1992 are held
by The Equitable Life Assurance Society of The United States ("Equitable Life")
in a separate account that invests primarily in real estate (the "Equitable
Real Estate Account"). See "Equitable Real Estate Account." Equitable Life will
continue to hold and invest assets allocated to the Equitable Real Estate
Account until they are withdrawn from the Program or transferred to another
Investment Option available under the Program. Restrictions may apply to
withdrawals and transfers from the Equitable Real Estate Account that may delay
a withdrawal or transfer for a significant period of time following a
withdrawal or transfer request. No contributions or transfers to the Equitable
Real Estate Account are permitted. For more detailed information relating to
the Equitable Real Estate Accounts, see "Contributions and Investment
Selection--Additional Information." State Street has no control over the
management of assets held by Equitable Life and is not responsible for the
investment of such assets or Equitable Life's performance of its obligations
under the Program with respect to such assets.

Interests in the respective Funds and the Structured Portfolio Service
portfolios are represented by units of beneficial interest ("Units"). Each Unit
represents an equal pro rata interest in the net assets of a Fund or a
portfolio in the Structured Portfolio Service. Although the Funds and the
portfolios of the Structured Portfolio Service are similar in certain respects
to registered open-end management investment companies (commonly referred to as
"mutual funds"), the Funds and the portfolios of the Structured Portfolio
Service are not registered as investment companies under the Investment Company
Act of 1940 (the "Investment Company Act") and, therefore, are not subject to
compliance with the requirements of such act. Units are not "redeemable
securities" as defined in the Investment Company Act. See "Description of
Investment Options" and "Regulation of Collective Trust." Units representing
interests in the Funds or in each of the three portfolios of the Structured
Portfolio Service are held by State Street, as trustee of the ABA Members
Trusts (as hereinafter defined), for the benefit of Investors. Neither the
Units nor the assets of the Funds or the portfolios of the Structured Portfolio
Service are subject to the claims of State Street's creditors. The Units are
not insured by the Federal Deposit Insurance Corporation or any other
governmental agency. State Street's activities in connection with the operation
of the Collective Trust are subject to the requirements of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), a federal statute
specifically designed to regulate the activities of pension plan fiduciaries.
See "Regulation of Collective Trust."

THE PROGRAM

Attorneys who are sole practitioners and partnerships and professional
corporations engaged in the practice of law may adopt the Program for their law
practices if they or one of their partners or shareholders is a member or
associate of the ABA or of a state or local bar association that is represented
in the ABA's House of Delegates. Such a bar association or an organization
closely associated with the legal profession that has as an owner or member of
its governing board a member or associate of the ABA may also be eligible to
adopt the Program. The law practices, bar associations and other organizations
that are eligible to adopt the Program are referred to herein as "Eligible
Employers." See "The Program--Eligibility."

4
<PAGE>

Eligible Employers who elect to participate in the Program may do so by
adopting an individual plan (an "Individual Master Plan") under one or both of
two employee benefit plans sponsored by ABRA (the "ABA Members Plans"). The ABA
Members Plans consist of the American Bar Association Members Retirement Plan,
a defined contribution master plan (the "ABA Retirement Plan"), and the
American Bar Association Members Defined Benefit Plan, a defined benefit master
plan (the "ABA Defined Benefit Plan"). See "Provisions of ABA Members Plans"
for a description of the terms of the ABA Members Plans. Eligible Employers
that maintain their own individually designed employee benefit plans (the
"Individually Designed Plans") (together with Eligible Employers that
participate in the ABA Members Plans, referred to as "Employers") may also
participate in certain aspects of the Program through such plans. The ABA
Members Plans and the Individually Designed Plans are collectively referred to
as the "Plans." Participants are employees (together with their beneficiaries
where the context so requires) of Employers and self-employed individuals who
have adopted the Program for their practices.

Assets contributed under the Program are held by State Street as trustee of
the American Bar Association Members Retirement Trust (the "Master Trust") in
the case of assets contributed under Individual Master Plans and the American
Bar Association Members Pooled Trust for Retirement Plans (the "Pooled Trust")
in the case of assets contributed under Individually Designed Plans (the Master
Trust and the Pooled Trust are collectively referred to as the "ABA Members
Trusts"). Such assets are allocated among the Investment Options available
under the Program in accordance with the instructions of the person or entity
vested with responsibility for determining the investment allocation of the
assets of a Plan held in the Master Trust or Pooled Trust (the "Investor"). The
terms of each Plan determine who is the Investor with respect to the assets of
the Plan. In the case of the ABA Retirement Plan, each Participant is an
Investor. Generally, in the case of the ABA Defined Benefit Plan, the Employer
is the Investor, except that with respect to certain prior plan accounts under
the ABA Defined Benefit Plan, the Participant is the Investor. In the case of
Individually Designed Plans, the Investor may be the Participant, the Employer
or the Plan trustee.

State Street, 225 Franklin Street, Boston, Massachusetts 02110, (617) 985-
3000, administers and provides the Investment Options for the Program. As of
December 31, 1996, State Street and its affiliates held over $2.9 trillion of
assets in trust or under custody and had over $292 billion of assets under
management. See "State Street." State Street is also responsible for certain
recordkeeping and administrative services required by the Program. State
Street's administrative and recordkeeping responsibilities include maintenance
of individual account records or accrued benefit information for Participants
whose Employers choose to have State Street maintain such account records.
State Street also provides account and investment information to Employers and
Participants, receives all plan contributions, effects investment and transfer
transactions and distributes all benefits provided by the Plans to the
Participants or, in the case of some Individually Designed Plans, to the
trustees of such Plans ("Plan Trustees").

The following chart provides a summary of the features of the Investment
Options that are available under the Program.

5
<PAGE>

SUMMARY OF INVESTMENT OPTIONS*

<TABLE>
<CAPTION>
STABLE ASSET INTERMEDIATE BALANCED VALUE EQUITY GROWTH INDEX EQUITY AGGRESSIVE INTERNATIONAL
RETURN FUND** BOND FUND FUND FUND EQUITY FUND FUND*** EQUITY FUND EQUITY FUND
------------- ------------ ------------ -------------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Current Total return Current Long-term Long-term Replication Long-term Long-term
Objective: income from current income and growth of growth of of the total growth of growth of
consistent income and long-term capital and capital and return of capital capital
with capital capital dividend some the Russell
preserving appreciation appreciation income dividend Index
principal income
and
maintaining
liquidity
Invests High quality Debt Common Common stocks, Common Most of the Common Common
Primarily money market securities, stocks, primarily of stocks and common stocks of stocks and
In: instruments, 2/3 actively other large equity-type stocks small to other equity
investment managed and equity-type capitalization securities included in medium sized securities
contracts 1/3 invested securities companies, of large, the Russell companies of
and funding to replicate and debt believed to be well Index believed to established
agreements the Lehman securities undervalued established have strong non-U.S.
of insurance Brothers companies appreciation companies
companies, Government/ potential
banks and Corporate
financial Bond Index
institutions
Risk to Low risk to Average Lower than a Average for an Average for Average for Higher than Higher than
Principal: principal credit risk fund equity fund an equity an equity average for average for
for a debt- investing fund fund an equity an equity
oriented primarily in fund fund,
intermediate equities including
bond fund; risks due to
also risk of currency
loss related fluctuations
to movements
in interest
rates
Primary Interest Interest Interest Capital Capital Capital Capital Capital
Source income income and income, appreciation appreciation appreciation appreciation appreciation
of capital dividend and dividend and dividend and dividend
Potential appreciation income and income income income
Return: capital
appreciation
Estimated 1.2 years+ Generally 3 For debt N/A N/A N/A N/A N/A
Maturity to 6 years securities,
or duration generally
Duration: 5 to 6 years
duration
Volatility Subject to Below Generally Average for a Average for Comparable Above Above
of interest average less fund investing a fund to the average for average for
Return: rate volatility volatile in equities investing in Russell a fund a fund
fluctuation for a fund than a fund equities Index investing in investing in
investing in investing equities equities
debt exclusively
securities; in equities
volatility
subject to
fluctuations
in interest
rates
Transfer Daily Daily Daily Daily Daily Daily Daily Daily
Permitted:
</TABLE>

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* In addition, certain Plans permit Investors to establish a self-managed
brokerage account. See "Self-Managed Accounts."
** Invests through the State Street Bank and Trust Company ABA Members/Pooled
Stable Asset Fund Trust, a collective investment fund maintained by State
Street.
*** Invests through the State Street Bank Flagship S&P 500 Index Fund and the
State Street Bank Russell Special Small Company Common Trust Fund,
collective investment funds maintained by State Street.
+ Average weighted maturity as of December 31, 1996.

6
<PAGE>

SUMMARY OF INVESTMENT OPTIONS

<TABLE>
<CAPTION>
STRUCTURED PORTFOLIO SERVICE
----------------------------------------------------------------------------
CONSERVATIVE MODERATE AGGRESSIVE
------------------------- ------------------------ ------------------------
<S> <C> <C> <C>
Investment Objectives: Higher current investment High current investment Long-term growth of
income and some capital income and greater capital and lower
appreciation capital appreciation current investment
income
Allocates Assets Stable Asset Return Fund. Stable Asset Return Intermediate Bond Fund..
30% Fund............... 10% 15%
To: Intermediate Bond Intermediate Bond Fund.. Value Equity Fund... 15%
Fund.................35% 30%
Value Equity Fund..... 7% Value Equity Fund... 11% Growth Equity Fund.. 15%
Growth Equity Fund.... 7% Growth Equity Fund.. 11% Index Equity Fund... 30%
Index Equity Fund.... 14% Index Equity Fund... 23% Aggressive Equity Fund..
5%
International Equity International Equity International Equity
Fund................. 7% Fund............... 15% Fund............... 20%
Transfer Permitted: Daily Daily Daily
</TABLE>

7
<PAGE>

SUMMARY OF FEES AND DEDUCTIONS

The table set forth below is provided to assist Eligible Employers, Investors
and Participants in understanding the various costs and expenses they will bear
directly or indirectly under the Program with respect to an investment in each
of the Investment Options. Such estimated expenses are stated as a percentage
of the assets of each Investment Option. Certain non-recurring fees and plan
administrative fees, which will be assessed against Employers or Participant
account balances, are not reflected in the table and are described elsewhere in
this Prospectus. For a discussion of the manner in which fees and deductions
are calculated and the amount of such fees and deductions to be received by
various parties in connection with the Program, see "Deductions and Fees."

<TABLE>
<CAPTION>
STABLE INTER- INTER-
ASSET MEDIATE VALUE GROWTH INDEX AGGRESSIVE NATIONAL STRUCTURED
RETURN BOND BALANCED EQUITY EQUITY EQUITY EQUITY EQUITY PORTFOLIO
FUND FUND FUND FUND FUND FUND FUND FUND SERVICE
------ ------- -------- ------ ------ ------ ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ESTIMATED EXPENSES:
Program Expense Fee(1).. .423% .423% .423% .423% .423% .423% .423% .423% NA (2)
Trustee, Management and
Administrative Fees;
Investment Advisor
Fees; and, where
applicable, Structured
Portfolio Service
Fee(1)................. .200% .460% .449% .469% .378% .172% .526% .957% .100%(2)
Other Expenses(3)....... .087% .090% .090% .082% .089% .085% .087% .082% -- (4)
---- ---- ---- ---- ---- ---- ----- ----- ------
Total................... .710% .973% .962% .974% .890% .680% 1.036% 1.462% .100%
</TABLE>
- --------
(1) The table is based on approximate assets of the Program on December 31,
1996, which total $2,390,000,000. The total includes $635,000,000 for the
Stable Asset Return Fund, $49,000,000 for the Intermediate Bond Fund,
$295,000,000 for the Balanced Fund, $48,000,000 for the Value Equity Fund,
$752,000,000 for the Growth Equity Fund, $83,000,000 for the Index Fund,
$276,000,000 for the Aggressive Equity Fund, $33,000,000 for the
International Equity Fund, $199,000,000 for the Self-Managed Account,
$16,000,000 for Insurance Investment Contracts, and $4,000,000 for the
Equitable Real Estate Account. Of the above amounts indicated for each
Fund, an aggregate of $69,000,000 is invested through the portfolios of the
Structured Portfolio Service. See Note 2 below. These fees vary based on
the size of the Funds or, as applicable, the portfolios of the Structured
Portfolio Service.
(2) Represents the Structured Portfolio Service fee. There are no other fees
directly attributable to the Structured Portfolio Service. However, the
Funds in which the portfolios of the Structured Portfolio Service are
invested bear the Program Expense Fees, the Trustee, Management and
Administrative Fees and the Investment Advisor Fees, as applicable.
(3) Includes the amortization of organizational expenses and fees and
deductions relating to recurring operational expenses, such as printing,
legal and accounting expenses. The foregoing chart does not include fees
and expenses payable by the Employer and the Participant. It also does not
include fees charged for the Self-Managed Account.
(4) No other expenses were paid for 1996 by the Structured Portfolio Service.
State Street may, in the future upon consultation with ABRA, determine the
amount of such other expenses attributable to, and to be paid by, the
Structured Portfolio Service.

Assets invested through a Self-Managed Account, Insurance Investment
Contracts and the Equitable Real Estate Account are subject to the Program
Expense Fee of .423%. Transaction costs, such as brokerage fees, commissions
and other expenses attributable to a Participant's or Employer's Self-Managed
Account, are charged in accordance with the schedule provided to the Employer
and the Participant from time to time. See "Deductions and Fees."

8
<PAGE>

SELECTED FINANCIAL DATA*

The selected financial data below provide information with respect to income,
expenses and capital changes for each Fund attributable to each Unit
outstanding for the periods indicated. The selected financial data for each of
the years ended December 31 have been derived from financial statements audited
by Price Waterhouse LLP, independent accountants of the Collective Trust. The
selected financial data should be read in conjunction with the financial
statements of the Funds, which appear elsewhere in this Prospectus.

STABLE ASSET RETURN FUND:**
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
------------------------------------------------
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
SELECTED FINANCIAL DATA FOR
EACH UNIT OUTSTANDING FOR
THE PERIODS INDICATED:
Investment income........... $ .058 $ .061 $ .043 $ .035 $ .042
Expenses.................... (.007) (.007) (.007) (.008) (.008)
-------- -------- -------- -------- --------
Net investment income....... .051 .054 .036 .027 .034
Reinvestment of net
investment income.......... (.051) (.054) (.036) (.027) (.034)
-------- -------- -------- -------- --------
Net asset value at beginning
and end of period.......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ========
Ratio of expenses to average
net assets................. .68% .73% .73% .75% .79%
Ratio of net investment
income to average net
assets..................... 5.15% 5.32% 3.55% 2.77% 3.45%
Net assets at end of period
(in thousands)............. $634,763 $630,208 $491,979 $509,905 $589,882
</TABLE>

INTERMEDIATE BOND FUND:
<TABLE>
<CAPTION>
SEPTEMBER 5, 1995
YEAR ENDED (COMMENCEMENT OF
DECEMBER 31, OPERATIONS) TO
1996 DECEMBER 31, 1995
------------ -----------------
<S> <C> <C>
SELECTED FINANCIAL DATA FOR EACH UNIT
OUTSTANDING FOR THE PERIODS INDICATED:
Investment income............................... $ .67 $ .34
Expenses........................................ (.06) (.02)
------- -------
Net investment income........................... .61 .32
Net realized and unrealized gain (loss) on in-
vestments...................................... (.30) .26
------- -------
Net increase in unit value...................... .31 .58
Net asset value at beginning of period.......... 10.58 10.00
------- -------
Net asset value at end of period................ $ 10.89 $ 10.58
------- -------
Ratio of expenses to average net assets......... .58% .69%***
Ratio of net investment income to average net
assets......................................... 5.82% 9.17%***
Portfolio turnover****.......................... 22.37% 1.60%
Total return.................................... 2.93% 5.80%
Net assets at end of period (in thousands)...... $49,612 $36,457
</TABLE>
- --------
* Per-Unit calculations have been prepared using the monthly average number
of units outstanding during the period.
** As of September 5, 1995, the Blended Rate Fund ("Blended Rate") was merged
into the Enhanced Short Term Investment Fund ("ESTIF") and ESTIF's name
was changed to the Stable Asset Return Fund. The Financial Statements of
the Fund reflect a combination of the assets and liabilities of ESTIF and
Blended Rate as of the effective date of the merger. As of such date,
Units previously outstanding of Blended Rate were deemed exchanged for
Units of ESTIF and all Units of ESTIF outstanding were deemed Units of
Stable Asset Return Fund.
*** Ratios annualized.
**** Reflects purchases and sales of shares of the registered investment
companies in which the Fund invests rather than the turnover of the
underlying portfolios of such registered investment companies.

9
<PAGE>

BALANCED FUND:

<TABLE>
<CAPTION>
YEAR ENDED JANUARY 2, 1992
DECEMBER 31, (COMMENCEMENT OF
-------------------------------------- OPERATIONS) TO
1996 1995 1994 1993 DECEMBER 31, 1992
-------- -------- -------- -------- -----------------
<S> <C> <C> <C> <C> <C>
SELECTED FINANCIAL DATA
FOR EACH UNIT
OUTSTANDING FOR THE
PERIODS INDICATED:
Investment income....... $ 1.30 $ 1.19 $ 1.08 $ 1.00 $ .89
Expenses................ (.33) (.29) (.26) (.26) (.25)
-------- -------- -------- -------- --------
Net investment income... .97 .90 .82 .74 .64
Net realized and
unrealized gain (loss)
investments............ 3.78 6.07 (.82) .82 (1.56)
-------- -------- -------- -------- --------
Net increase (decrease)
in unit value.......... 4.75 6.97 -- 1.56 (.92)
Net asset value at
beginning of period.... 32.01 25.04 25.04 23.48 24.40
-------- -------- -------- -------- --------
Net asset value at end
of period.............. $ 36.76 $32.01 $ 25.04 $ 25.04 $ 23.48
======== ======== ======== ======== ========
Ratio of expenses to av-
erage net assets....... .96% 1.00% 1.03% 1.07% 1.10%
Ratio of net investment
income to average net
assets................. 2.85% 3.08% 3.32% 3.05% 2.82%
Portfolio turnover...... 180.67% 154.73% 112.51% 153.14% 119.18%
Total return............ 14.84% 27.84% 0.0% 6.64% (3.77)%
Net assets at end of
period................. $295,401 $264,526 $198,945 $193,362 $167,242
</TABLE>

VALUE EQUITY FUND:

<TABLE>
<CAPTION>
SEPTEMBER 5 , 1995
YEAR ENDED (COMMENCEMENT OF
DECEMBER 31, OPERATIONS) TO
1996 DECEMBER 31, 1995
------------ ------------------
<S> <C> <C>
SELECTED FINANCIAL DATA FOR EACH UNIT
OUTSTANDING FOR THE PERIODS INDICATED:
Investment income.............................. $ .40 $ .13
Expenses....................................... (.14) (.04)
------- -------
Net investment income.......................... .26 .09
Net realized and unrealized gain on
investments................................... 2.54 .84
------- -------
Net increase in unit value..................... 2.80 .93
Net asset value at beginning of period......... 12.93 12.00
------- -------
Net asset value at end of period............... $ 15.73 $12.93
======= =======
Ratio of expenses to average net assets........ .99% 1.00%*
Ratio of net investment income to average net
assets........................................ 1.85% 2.12%*
Portfolio turnover............................. 16.73% 3.8%
Total return................................... 21.66% 7.75%
Net assets at end of period (in thousands)..... $48,131 $20,617
</TABLE>
- --------
* Ratios annualized

10
<PAGE>

GROWTH EQUITY FUND:

<TABLE>
<CAPTION>
YEAR ENDED JANUARY 2, 1992
DECEMBER 31, (COMMENCEMENT OF
-------------------------------------- OPERATIONS) TO
1996 1995 1994 1993 DECEMBER 31,1992
-------- -------- -------- -------- ----------------
<S> <C> <C> <C> <C> <C>
SELECTED FINANCIAL DATA
FOR EACH UNIT
OUTSTANDING FOR THE
PERIODS INDICATED:
Investment income....... $ 5.07 $ 3.88 $ 3.48 $ 3.16 $ 3.20
Expenses................ (2.22) (1.88) (1.60) (1.52) (1.45)
-------- -------- -------- -------- --------
Net investment income... 2.85 2.00 1.88 1.64 1.75
Net realized and
unrealized gain
investments............ 46.14 57.72 .61 12.99 3.00
-------- -------- -------- -------- --------
Net increase in unit
value.................. 48.99 59.72 2.49 14.63 4.75
Net asset value at
beginning of period.... 229.27 169.55 167.06 $ 152.43 $ 147.68
-------- -------- -------- -------- --------
Net asset value at end
of period.............. $ 278.26 $229.27 $ 169.55 $ 167.06 $ 152.43
======== ======== ======== ======== ========
Ratio of expenses to
average net assets..... .88% .92% .95% .96% 1.01%
Ratio of net investment
income to average net
assets................. 1.13% .98% 1.12% 1.03% 1.22%
Portfolio turnover...... 63.70% 60.38% 58.78% 81.50% 46.26%
Total return............ 21.37% 35.23% 1.49% 9.60% 3.22%
Net assets at end of
period (in thousands).. $752,798 $637,834 $479,435 $471,398 $427,933
</TABLE>

INDEX EQUITY FUND:*
<TABLE>
<CAPTION>
YEAR ENDED APRIL 30, 1994
DECEMBER 31, (COMMENCEMENT OF
---------------- OPERATIONS) TO
1996 1995 DECEMBER 31, 1994
------- ------- -----------------
<S> <C> <C> <C>
SELECTED FINANCIAL DATA FOR EACH UNIT
OUTSTANDING FOR THE PERIODS INDICATED:
Investment income......................... $ .28 $ .02 $ --
Expenses.................................. (.11) (.08) (.04)
------- ------- -------
Net investment income (loss).............. .17 (.06) (.04)
Net realized and unrealized gain invest-
ments.................................... 2.72 3.68 .39
------- ------- -------
Net increase in unit value................ 2.89 3.62 .35
Net asset value at beginning of period.... 13.97 10.35 10.00
------- ------- -------
Net asset value at end of period.......... $ 16.86 $ 13.97 $ 10.35
======= ======= =======
Ratio of expenses to average net assets... .69% .68 % .94%**
Ratio of net investment income to average
net assets............................... 1.15% (.52)% .94%**
Portfolio turnover***..................... 17.48% 131.73 % 53.55%
Total return.............................. 20.68% 34.98 % 3.50%
Net assets at end of period (in thou-
sands)................................... $82,881 $48,020 $11,662
</TABLE>
- --------
* Commencing September 5, 1995, this Fund was invested to replicate the
Russell Index. Prior to that date, the Fund was invested to replicate the
S&P 500 Index (as defined herein).
** Ratios annualized.
*** Reflects purchases and sales of units of the collective investment funds in
which the Fund invests rather than the turnover of the underlying
portfolios of such collective investment funds.

11
<PAGE>

AGGRESSIVE EQUITY FUND:
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 2, 1992
DECEMBER 31, (COMMENCEMENT OF
--------------------------------------- OPERATIONS) TO
1996 1995 1994 1993 DECEMBER 31, 1992
-------- -------- -------- -------- -----------------
<S> <C> <C> <C> <C> <C>
SELECTED FINANCIAL DATA
FOR EACH UNIT
OUTSTANDING FOR THE
PERIODS INDICATED:
Investment income....... $ .36 $ .32 $ .28 $ .25 $ .30
Expenses................ (.39) (.32) (.28) (.28) (.26)
-------- -------- -------- -------- --------
Net investment income
(loss)................. (.03) -- -- (.03) .04
Net realized and
unrealized gain (loss)
investments............ 7.47 7.81 (1.00) 3.60 1.43
-------- -------- -------- -------- --------
Net increase (decrease)
in unit value.......... 7.44 7.81 (1.00) 3.57 1.47
Net asset value at
beginning of period.... 33.57 25.76 26.76 $ 23.19 $ 21.72
-------- -------- -------- -------- --------
Net asset value at end
of period.............. $ 41.01 $ 33.57 $ 25.76 $ 26.76 $ 23.19
======== ======== ======== ======== ========
Ratio of expenses to av-
erage net assets....... 1.04% 1.10% 1.10% 1.15% 1.25%
Ratio of net investment
income to average net
assets................. (.06)% .01% .02% (.12)% .17%
Portfolio turnover...... 48% 63% 48% 42% 43%
Total return............ 22.16% 30.32% (3.74)% 15.39% 6.77%
Net assets at end of
period (in thousands).. $275,915 $214,539 $163,678 $153,465 $116,426
</TABLE>
INTERNATIONAL EQUITY FUND:

<TABLE>
<CAPTION>
SEPTEMBER 5, 1995
YEAR ENDED (COMMENCEMENT
DECEMBER 31, OF OPERATIONS) TO
1996 DECEMBER 31, 1995
------------ -----------------
<S> <C> <C>
SELECTED FINANCIAL DATA FOR EACH UNIT
OUTSTANDING FOR THE PERIODS INDICATED:
Investment income.............................. $ .70 $ .49
Expenses....................................... (.10) (.03)
------- -------
Net investment income.......................... .60 .46
Net realized and unrealized gain (loss) on
investments................................... 1.83 (.09)
------- -------
Net increase................................... 2.43 .37
Net asset value at beginning of period......... 15.37 15.00
------- -------
Net asset value at end of period............... $ 17.80 $ 15.37
======= =======
Ratio of expenses to average net assets........ .59% .57%*
Ratio of net investment income to average net
assets........................................ 3.58% 9.2%*
Portfolio turnover**........................... 73.42% 3.51%
Total return................................... 15.81% 2.47%
Net assets at end of period (in thousands)..... $33,268 $10,849
</TABLE>

- --------
* Ratios annualized.
** Reflects purchases and sales of shares of the registered investment company
in which the Fund invests rather than turnover of the underlying portfolio
of the registered investment company.

12
<PAGE>

STRUCTURED PORTFOLIO SERVICE--CONSERVATIVE PORTFOLIO
<TABLE>
<CAPTION>
SEPTEMBER 5, 1995
YEAR ENDED (COMMENCEMENT OF
DECEMBER 31, OPERATIONS)
1996 TO DECEMBER 31, 1995
------------ --------------------
<S> <C> <C>
SELECTED FINANCIAL DATA FOR EACH UNIT
OUTSTANDING FOR THE PERIODS INDICATED
Investment income........................... $ -- $ .001
Expenses.................................... (.01) (.003)
------- ------
Net investment loss......................... (.01) (.002)
Net realized and unrealized gain on invest-
ments...................................... 1.00 .472
------- ------
Net increase................................ .99 .47
Net asset value at beginning of period...... 10.47 10.00
------- ------
Net asset value at end of period............ $ 11.46 $10.47
======= ======
Ratio of expenses to average net assets..... .10% .09%*
Ratio of net investment loss to average net
assets..................................... (.10)% (.06)%*
Portfolio turnover**........................ 34.18% 2.53%
Total return................................ 9.46% 4.7%
Net assets at end of period (in thousands).. $11,201 $5,372
</TABLE>

STRUCTURED PORTFOLIO SERVICE--MODERATE PORTFOLIO

<TABLE>
<CAPTION>
SEPTEMBER 5, 1995
YEAR ENDED (COMMENCEMENT OF
DECEMBER 31, OPERATIONS)
1996 TO DECEMBER 31, 1995
------------ --------------------
<S> <C> <C>
SELECTED FINANCIAL DATA FOR EACH UNIT
OUTSTANDING FOR THE PERIODS INDICATED
Investment income........................... $ -- $ .001
Expenses.................................... (.01) (.003)
------- -------
Net investment (loss)....................... (.01) (.002)
Net realized and unrealized gain on invest-
ments...................................... 1.40 .542
------- -------
Net increase................................ 1.39 .54
Net asset value at beginning of period...... 10.54 10.00
------- -------
Net asset value at end of period............ $ 11.93 $ 10.54
======= =======
Ratio of expenses to average net assets..... .10% .09%*
Ratio of net investment loss to average net
assets..................................... (.10)% (.06)%*
Portfolio turnover**........................ 26.97% 3.57%
Total return................................ 13.19% 5.4%
Net assets at end of period (in thousands).. $32,617 $12,379
</TABLE>
- --------
* Ratios annualized.
** Reflects purchases and sales of units of the Funds in which the Portfolios
invest rather than the turnover of such underlying Funds.

13
<PAGE>

STRUCTURED PORTFOLIO SERVICE--AGGRESSIVE PORTFOLIO

<TABLE>
<CAPTION>
SEPTEMBER 5, 1995
YEAR ENDED (COMMENCEMENT OF
DECEMBER 31, OPERATIONS)
1996 TO DECEMBER 31, 1995
------------ --------------------
<S> <C> <C>
SELECTED FINANCIAL DATA FOR EACH UNIT
OUTSTANDING FOR THE PERIODS INDICATED
Investment income........................... $ -- $ .001
Expenses.................................... (.01) (.003)
------- ------
Net investment loss......................... (.01) (.002)
Net realized and unrealized gain on invest-
ments...................................... 1.85 .572
------- ------
Net increase................................ 1.84 .57
Net asset value at beginning of period...... 10.57 10.00
------- ------
Net asset value at end of period............ $ 12.41 $10.57
======= ======
Ratio of expenses to average net assets..... .10% .09%*
Ratio of net investment loss to average net
assets..................................... (.10)% (.06)%*
Portfolio turnover**........................ 27.95% 2.71%
Total return................................ 17.41% 5.7%
Net assets at end of period (in thousands).. $25,558 $9,999
</TABLE>

- --------
*Ratios annualized.
** Reflects purchases and sales of units of the Funds in which the Portfolios
invest rather than turnover of such underlying Funds.

CONTRIBUTIONS TO THE INVESTMENT OPTIONS

Contributions may be allocated to the Funds or to any of the portfolios of
the Structured Portfolio Service on a daily basis and are credited on the day
of receipt if accompanied or preceded by proper allocation instructions. Such
contributions are used to purchase Units of the Funds and the portfolios of the
Structured Portfolio Service based on the relevant per Unit net asset value of
each Fund or the portfolios of the Structured Portfolio Service, as applicable.
Contributions may not be allocated directly to the Self-Managed Account, but
must first be allocated to one or more of the other available Investment
Options and then transferred to the Self-Managed Account.

TRANSFERS AMONG INVESTMENT OPTIONS

Transfers may be made among the Funds, the Structured Portfolio Service and
Self-Managed Accounts generally on a daily basis based on the relevant per Unit
net asset value of each Fund or each portfolio of the Structured Portfolio
Service, as applicable. Amounts invested in an Insurance Investment Contract
may not be transferred from an Insurance Investment Contract to any of the
other Investment Options prior to the maturity date of the Insurance Investment
Contract. No transfers may be made to the Equitable Real Estate Account. There
is no charge for transfers.

BENEFITS AND DISTRIBUTIONS

A Participant's eligibility for benefits depends on the terms of the
applicable Plan. For information regarding the terms of an Individually
Designed Plan, a Participant should contact his or her Employer.

Under the ABA Members Plans, Participants are generally eligible for vested
benefits upon retirement, disability, death or termination of employment. If an
eligible Participant's vested benefit

14
<PAGE>

is $3,500 or less, the Participant will receive a lump sum distribution.
Otherwise, the Participant may either choose to leave the assets invested under
the Program or request a distribution of benefits. A Participant eligible to
receive a distribution will generally receive a distribution in the form of a
Qualified Joint and Survivor Annuity if the Participant is married and a Life
Annuity if the Participant is single. With the written consent of the
Participant's spouse, the Participant may request a lump sum payment or
periodic installment payments from the Program, or may choose among other types
of annuities that are available through the Program. A Participant with assets
allocated to a Self-Managed Account may be eligible to elect an in-kind
distribution of assets held in such Self-Managed Account, in accordance with
the rules established by State Street. All annuity forms of payment are subject
to certain additional administrative charges. Notwithstanding the foregoing, an
Employer that adopts the ABA Retirement Plan may elect in the participation
agreement not to have annuity forms of payment under the Plan, in which case
Participants eligible to receive a distribution in excess of $3,500 from such a
profit sharing plan may request only a lump sum payment or periodic installment
payments. Payments for any distribution from a Participant's account are made
by check to a Participant, as directed. The taxable portion of lump sum
payments and certain installment payments from the ABA Members Plans may be
directly rolled over to an individual retirement account established on the
Participant's behalf, or to another employer's qualified retirement plan, the
terms of which accept direct rollover contributions. See "Benefits and
Distributions from ABA Members Plans."

Depending on the terms of the Plan, the type of contribution under a Plan and
the age of the Participant, withdrawals from a Participant's account balance in
an ABA Retirement Plan may be permitted prior to retirement, disability, death
or termination of employment. Under certain circumstances, a Participant may be
permitted to borrow a portion of the Participant's account balance in an ABA
Retirement Plan. See "Benefits and Distributions from ABA Members Plans--In-
Service Withdrawals and Loans."

ADDITIONAL INFORMATION

Persons who are already Employers or Investors may obtain administrative and
investment allocation and transfer forms or additional information by calling
State Street at (800) 348-2272 between 9:00 a.m. and 8:00 p.m. Eastern time or
by writing to State Street Bank and Trust Company, P.O. Box 9109, Boston,
Massachusetts 02209-9109. Participants may also obtain such forms from their
Employers.

For information regarding enrollment in the Program, Eligible Employers may
call State Street at (800) 826-8901 between 9:00 a.m. and 5:00 p.m. Eastern
time or write to State Street Bank and Trust Company, P.O. Box 2236, Boston,
Massachusetts 02209-9109.

A recorded message providing current account information can be obtained by
calling State Street at (800) 348-2272.

15
<PAGE>

DESCRIPTION OF INVESTMENT OPTIONS

State Street makes available eight collective investment Funds and three
portfolios in a Structured Portfolio Service under the Collective Trust. The
Funds and the portfolios of the Structured Portfolio Service are Investment
Options under the Program. Assets contributed under the Program are held in
the Master Trust and the Pooled Trust, of which State Street is the sole
trustee. Assets invested through the ABA Members Plans are held under the
Master Trust, and assets invested through the Individually Designed Plan are
held under the Pooled Trust.

The following are Investment Options under the Program. The Stable Asset
Return Fund invests primarily in money market instruments, investment
contracts and funding agreements. The Intermediate Bond Fund (the "Bond Fund")
invests primarily in debt securities of varying maturities, with approximately
2/3 of such portfolio to be actively managed and 1/3 of such portfolio to be
invested to replicate the Lehman Brothers Government/Corporate Bond Index (the
"LB Bond Index"). The Index Equity Fund invests primarily in common stocks
included in the Russell Index. The Balanced Fund, Value Equity Fund, Growth
Equity Fund, Aggressive Equity Fund and International Equity Fund invest
primarily in equity securities or, in the case of the Balanced Fund, a
combination of equity and debt securities. Assets contributed under the
Program may also be invested in the portfolios of the Structured Portfolio
Service, which offer three approaches to diversifying investments in the
Program by giving Investors the opportunity to select conservative, moderate
or aggressive allocations of assets among the Program's Funds. In addition,
assets contributed under the Program may be invested (i) in any publicly
traded debt and equity securities and shares of numerous mutual funds through
a Self-Managed Account and (ii) when offered, in Insurance Investment
Contracts of varying maturities (commonly known as "guaranteed investment
contracts" or "GICs") that are issued by insurance companies that meet certain
credit quality standards.

The Stable Asset Return Fund commenced operations on September 5, 1995
through a merger of the Enhanced Short-Term Investment Fund ("ESTIF") and the
Blended Rate Fund, each of which, preceding such merger, was a fixed income
Fund under the Program. As of such date, Units previously outstanding of the
Blended Rate Fund were deemed exchanged for Units of ESTIF and all Units of
ESTIF outstanding were deemed to be Units of Stable Asset Return Fund. The
Index Equity Fund commenced operations on April 30, 1994 and was originally
invested to replicate the return of Standard & Poor's 500 Composite Stock
Price Index (the "S&P 500 Index"). Effective as of September 5, 1995 the Fund
Declaration of the S&P 500 Index Fund was amended to provide for its
investment to substantially replicate the return of the Russell Index, a
broader market index, and the name of the Fund was changed to Index Equity
Fund. The Intermediate Bond Fund, Value Equity Fund, International Equity Fund
and Structured Portfolio Service commenced operations on September 5, 1995.

Interests in the respective Funds and the portfolios of the Structured
Portfolio Service are represented by Units, each of which represents an
undivided pro rata share of the net assets of underlying Funds. Although the
Funds and the portfolios of the Structured Portfolio Service are similar in
certain respects to registered open-end management investment companies
(commonly referred to as "mutual funds"), the Funds and the portfolios of the
Structured Portfolio Service are not registered as investment companies under
the Investment Company Act and, therefore, are not subject to the requirements
of such act. The Units representing interests in the Funds and the portfolios
of the Structured Portfolio Service are held by State Street, as trustee of
the ABA Members Trusts, for the benefit of Investors of the Plans held in the
Master Trust or the Pooled Trust. Neither the Units nor the assets of the
Funds or a portfolio of the Structured Portfolio Service, as applicable, are
subject to the claims of State Street's creditors. The Units are not insured
by the Federal Deposit Insurance Corporation or any governmental agency. State
Street's activities as trustee of the Collective Trust are subject to the
requirements of ERISA. There are no voting rights connected with the ownership
of Units. See "Regulation of Collective Trust."

16
<PAGE>

Units in the Funds and the portfolios of the Structured Portfolio Service are
not "redeemable securities" within the meaning of the Investment Company Act.
However, each Unit entitles an Investor to exercise rights that are
substantially similar to the rights of holders of "redeemable securities"
issued by a mutual fund. Units in each Fund and in each portfolio of the
Structured Portfolio Service may be withdrawn on each Business Day (subject to
applicable restrictions under the terms of the Program) for cash equal to the
per Unit net asset value of the Fund or the portfolio in the Structured
Portfolio Service, respectively. In addition, transfers may be made among the
Funds and the portfolios in the Structured Portfolio Service based on the
relevant per Unit net asset values.

For purposes of the descriptions of the Funds herein, investments by a Fund
in collective investment funds maintained by State Street are deemed to be
investments in the underlying securities held by such collective investment
funds.

STABLE ASSET RETURN FUND

INVESTMENT OBJECTIVE. The investment objective of the Stable Asset Return
Fund is to provide current income consistent with the preservation of principal
and liquidity. The Stable Asset Return Fund will invest in investment contracts
and high quality money market instruments through collective investment funds
maintained by State Street. THERE CAN BE NO ASSURANCE THAT THE STABLE ASSET
RETURN FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE.

STRATEGY. The Stable Asset Return Fund invests in obligations of the United
States government and the agencies and instrumentalities thereof ("U.S.
Government Obligations"), notes, bonds and similar debt instruments of
corporations, commercial paper, certificates of deposit and time deposits,
bankers' acceptances, variable and indexed interest notes and repurchase
agreements (collectively, "Short-Term Investment Products"). The Fund also
invests in investment contracts issued by insurance companies, funding
agreements issued by insurance companies, banks or other financial institutions
or investment contracts or longer-term certificates of deposit issued by
domestic and foreign banks or trust companies. Funding agreements (also known
as "synthetic GICs") are arrangements comprised of an investment in one or more
underlying securities and a contract issued by an insurance company, bank or
other financial institution that provides for the return of principal and an
agreed upon rate of interest for purposes of permitting the Fund to be benefit
responsive (i.e., responsive to withdrawal, transfer and benefit payment
requests). The underlying securities generally consist of fixed income debt
instruments. As of December 31, 1996, approximately 52% of the Fund's assets
were invested in Short-Term Investment Products and 48% of the Fund's assets
were invested in insurance contracts and funding agreements. As of December 31,
1996, the average weighted maturity of the Stable Asset Return Fund was 1.2
years. The Fund's portfolio will be structured to provide cash flow to assist
liquidity management and to limit the volatility of movement in interest rates
received by the Fund while maintaining a rate of return that is sensitive to
current interest rates.

INVESTMENT GUIDELINES AND RESTRICTIONS AND CERTAIN RISK FACTORS. The Fund may
invest in a variety of U.S. Government Obligations, including bills and notes
issued by the U.S. Treasury and securities issued by agencies of the U.S.
Government, such as the Farmers Home Administration, the Export Import Bank of
the United States, the Small Business Administration, the Government National
Mortgage Association, the General Services Administration and the Maritime
Administration. Not all U.S. Government Obligations are backed by the full
faith and credit of the United States. For example, securities issued by the
Federal Farm Credit Bank or by the Federal National Mortgage Association are
supported by the agency's right to borrow money from the U.S. Treasury under
certain circumstances, and securities issued by the Federal Home Loan Bank are
supported only by the credit of the issuing agency. There is no guarantee that
the U.S. Government will support these types of securities, and, therefore,
they involve more risk than U.S. Government Obligations that are supported by
the full faith and credit of the United States.

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<PAGE>

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

The Stable Asset Return Fund may invest in U.S. dollar-denominated
instruments issued by foreign banks and foreign branches of U.S. banks, which
may involve special risks. Foreign banks may not be required to maintain the
same financial reserves or capital that are required of U.S. banks.
Restrictions on loans to single borrowers, prohibitions on certain self-
dealing transactions and other regulations designed to protect the safety and
solvency of U.S. banks may not be applicable to foreign banks. Furthermore,
investments in foreign banks may involve additional risks similar to those
associated with investments in foreign securities described in "International
Equity Fund--Certain Risk Factors." Foreign branches of U.S. banks are
generally subject to the U.S. banking laws, but obligations issued by such
branches, which are sometimes payable only by the branch, may be subject to
country risks relating to actions by foreign governments that may restrict or
even shut down the operations of some or all banks.

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

Except with respect to U.S. Government Obligations, the Stable Asset Return
Fund may invest in a Short-Term Investment Product only if at the time of
purchase, the instrument is (i) rated in one of the two highest rating
categories applicable to corporate bonds by at least two nationally recognized
statistical rating organizations ("NRSROs"), at least one of which must be
Standard & Poor's Corporation ("S&P") or Moody's Investors Service, Inc.
("Moody's"), (ii) rated in the highest rating category applicable to
commercial paper by at least two NRSROs, at least one of which must be S&P or
Moody's, or (iii) if unrated, issued or guaranteed by an issuer that has other
comparable outstanding instruments that are so rated or is itself rated in one
of the two highest rating categories by at least two NRSROs, at least one of
which must be S&P or Moody's. For purposes of this restriction, an investment
in a repurchase agreement will be considered to be an investment in the
securities that are the subject of the repurchase agreement. Except with
respect to certain U.S. Government Obligations, each instrument purchased will
be subject to the risks of default by the issuer and the non-payment of
interest or principal that are usually associated with unsecured borrowings.

The Stable Asset Return Fund may not invest in any investment contract or
funding agreement, unless, at the time of purchase, the investment contract or
funding agreement or the issuer thereof is rated in one of the two highest
rating categories by at least two NRSROs, at least one of which must be S&P or
Moody's. Although these rating standards must be satisfied at the time an
investment contract or funding agreement is issued, the financial condition of
an issuer may change prior to

18
<PAGE>

maturity. The Stable Asset Return Fund will generally be unable to dispose of
an investment contract or a funding agreement prior to its maturity in the
event of the deterioration of the financial condition of the issuer.

Except for investment contracts and funding agreements, the Fund generally
does not invest more than 5% of its assets in securities of a single issuer,
determined at the time of purchase, other than U.S. Government Obligations.
For purposes of this 5% limitation, investments in collective investment funds
maintained by State Street are considered to be investments in the underlying
securities held by such collective investment funds, and investments in
repurchase agreements are considered to be investments in the securities that
are the subject of such repurchase agreements. Other than investment contracts
and funding agreements, the Fund may not invest more than 10% of its net
assets in illiquid securities, including repurchase agreements with maturities
of greater than seven days or portfolio securities that are not readily
marketable or redeemable, determined at the time of purchase. The proportion
of the assets of the Fund invested in investment contracts or funding
agreements of any one insurance company, bank or financial institution may
generally not be greater than 15% of the aggregate value of investment
contracts and funding agreements included in the Fund's portfolio, and in no
event greater than 20%, in each case determined at the time of purchase. To
the extent that the assets of the Stable Asset Return Fund are committed to
investment contracts or funding agreements of a single issuer, the Fund will
be subject to a greater risk that a default by such issuer will have a
material adverse effect on the Fund. The Stable Asset Return Fund will not
acquire warrants or make any other investment that is inconsistent with the
restrictions applicable to the other Funds described under "Certain
Information with Respect to the Funds--Investment Prohibitions." Except as
explicitly set forth above and in "Derivative Instruments," there are no other
investment restrictions applicable to the Stable Asset Return Fund.

VALUATION OF UNITS. When an Investor allocates assets to the Stable Asset
Return Fund, the account of the Investor is credited with that number of Units
with an aggregate price equal to the value of such assets allocated to the
Fund. Each Business Day the net income accrued by the Stable Asset Return Fund
is calculated and additional Units of the Fund with an aggregate value equal
to the accrued net income of the Fund are issued in proportion to the
Investors' interests.

THE STABLE ASSET RETURN FUND SEEKS TO MAINTAIN A STABLE NET ASSET VALUE OF
$1.00 PER UNIT, ALTHOUGH THERE CAN BE NO ASSURANCE THAT IT WILL BE ABLE TO DO
SO. Consistent with this objective, the Short-Term Investment Products of the
Stable Asset Return Fund are valued on the basis of a valuation method known
as "Amortized Cost Pricing." Amortized Cost Pricing involves valuing an
instrument initially at its cost and thereafter assuming a constant
amortization to maturity of any discount or premium, regardless of the impact
of fluctuating interest rates on the market value of the instrument. While
this method provides certainty in valuation, it may result in the
overvaluation or undervaluation of a particular instrument relative to the
market value of the instrument. The longer the maturity of an instrument, the
greater the exposure to such risk of overvaluation or undervaluation.
Investment contracts and funding agreements are valued at contract value (cost
plus accrued interest).

If an Investor were to receive a distribution from, or transfer out of, the
Stable Asset Return Fund at a time when the Stable Asset Return Fund was
overvalued, the Investor would be overpaid (based on market price) and the
value of the investments of remaining Investors would be diluted. Conversely,
if an Investor were to receive a distribution from, or transfer out of, the
Stable Asset Return Fund at a time when the Stable Asset Return Fund was
undervalued, the Investor would be underpaid (based on market price) and the
value of the investments of remaining Investors would be increased. If State
Street determines that the per Unit net asset value of the Stable Asset Return
Fund to the extent such value is determined based on Amortized Cost Pricing
method deviates from the net asset value determined by using available market
quotations or market equivalents (market value) to a

19
<PAGE>

large enough extent that it may result in a material dilution or other unfair
result to Investors, State Street may adjust the per Unit net asset value of
the Fund or take other action that it deems appropriate to eliminate or reduce
to the extent reasonably practicable such dilution or other unfair result. For
this purpose, only the Short-Term Investment Products are tested on a mark to
market basis. Such valuations for the Investment Contracts are not required by
generally accepted accounting principles because of the benefit responsive
structure of the Investment Contracts held in the Fund.

PERFORMANCE INFORMATION. The Stable Asset Return Fund may, from time to time,
report its performance in terms of its "yield" and "effective yield." The
Fund's yield is determined based upon historical earnings and is not intended
to indicate future performance. The "yield" of the Fund refers to the
annualized income generated by a daily investment in the Fund. The "effective
yield" is calculated similarly but, when annualized, the income earned by an
investment in the Fund is assumed to be reinvested. The "effective yield" will
be slightly higher than the "yield" because of the compounding effect of this
assumed reinvestment. A recorded message providing performance information for
the Stable Asset Return Fund is available at (800) 826-8905.

INVESTMENT ADVISOR. State Street is sole manager of the Stable Asset Return
Fund. State Street may in the future employ investment advisors, at its
discretion, to manage portions of the Fund, subject to consultation with ABRA.

INTERMEDIATE BOND FUND

INVESTMENT OBJECTIVE. The investment objective of the Bond Fund is to achieve
a total return from current income and capital appreciation by investing
primarily in a diversified portfolio of fixed-income securities. A portion of
the Bond Fund (approximately 2/3) will be actively managed, investing in fixed-
income securities with a portfolio duration generally from 3 to 6 years. The
other portion of the Bond Fund--the index portion--will be invested to
replicate the LB Bond Index, which is composed of approximately 5,000 issues of
fixed-income securities, including U.S. Government Obligations and investment
grade corporate bonds, each with an outstanding market value of at least $25
million and remaining maturity of greater than one year. As of December 31,
1996, U.S. Government Obligations and corporate debt securities represented 74%
and 26%, respectively, of the LB Bond Index. The actively managed portion seeks
to achieve, over an extended period of time, total returns comparable or
superior to broad measures of the domestic bond market. LEHMAN BROTHERS, INC.
DOES NOT SPONSOR THE BOND FUND, NOR IS IT AFFILIATED IN ANY WAY WITH THE BOND
FUND OR STATE STREET. THERE CAN BE NO ASSURANCE THAT THE BOND FUND WILL ACHIEVE
ITS INVESTMENT OBJECTIVE.

STRATEGY. The actively managed portion of the Bond Fund is expected to invest
its assets in fixed-income securities of varying maturities with a portfolio
duration generally from 3 to 6 years. The level of investments in fixed income
securities of this portion of the Bond Fund will vary, depending upon many
factors, including economic conditions, interest rates and other relevant
considerations. In selecting securities, economic forecasting, interest rate
anticipation, credit and call risk analysis, foreign currency exchange rate
forecasting and other security selection techniques will be taken into account.

Duration is a measure of the expected life of a fixed income security that
was developed as a more precise alternative to the concept of "term to
maturity." Duration incorporates a bond's yield, coupon interest payments,
final maturity and call features into one measure. Traditionally, a debt
security's "term to maturity" has been used as a proxy for the sensitivity of
the security's price to changes in interest rates (which is the "interest rate
risk" or "volatility" of the security). However, "term to maturity" measures
only the time until a debt security provides its final payment, taking no
account of

20
<PAGE>

the pattern of the security's payment prior to maturity. Duration is a measure
of the expected life of a fixed income security on a present value basis.
Duration takes the length of the time intervals between the present time and
the time that the interest and principal payments are scheduled or, in the case
of a callable bond, expected to be received, and weighs them by the present
values of the cash to be received at each future point in time. For any fixed
income security with interest payments occurring prior to the payment of
principal, duration is always less than maturity. In general, all other things
being equal, the lower the stated or coupon rate of interest of a fixed income
security, the longer the duration of the security; conversely, the higher the
stated or coupon rate of interest of a fixed income security, the shorter the
duration of the security.

The portion of the Fund's assets committed to investment in debt securities
with particular characteristics (such as maturity, type and coupon rate) will
vary based on the outlook for the U.S. and foreign economies, the financial
markets and other factors. The portfolio holdings will be concentrated in areas
of the bond market (based on quality, sector, coupon or maturity) that are
believed to be relatively undervalued.

The index portion of the Bond Fund will attempt to hold a representative
sample of the securities in the LB Bond Index so that, in the aggregate, the
investment characteristics of this portion of the Bond Fund's portfolio will
resemble those of the LB Bond Index. However, the index portion of the Bond
Fund is not expected to track the LB Bond Index with the same degree of
accuracy that complete replication of such index would provide. Over time, the
portfolio composition of the index portion of the Bond Fund will be altered (or
"rebalanced") to reflect changes in the characteristics of the LB Bond Index.

INVESTMENT GUIDELINES AND RESTRICTIONS. The actively managed portion of the
Bond Fund will invest primarily in the following types of securities, which may
be issued by domestic or foreign entities and denominated in U.S. dollars or
foreign currencies (subject to a 20% limit on foreign securities, as described
below): U.S. Government Obligations; corporate debt securities; corporate
commercial paper; mortgage and other asset-backed securities; variable and
floating rate debt securities; bank certificates of deposit, fixed time
deposits and bankers' acceptances; repurchase agreements; obligations of
foreign governments or their subdivisions, agencies and instrumentalities,
international agencies or supranational entities; and foreign currency
denominated securities. The Bond Fund may hold different percentages of the
assets in these various types of securities.

For the purpose of achieving income, the actively managed portion of the Bond
Fund may enter into repurchase agreements, but may not invest more than 15% of
its total assets in repurchase agreements maturing in more than seven days. See
"Stable Asset Return Fund--Investment Guidelines and Restrictions and Certain
Risk Factors."

The index portion of the Bond Fund will invest its assets so as to replicate
the LB Bond Index. Under normal market conditions, at least 90% of the value of
the total assets of the index portion will be invested in securities comprising
the LB Bond Index. For temporary defensive purposes, the index portion of the
Bond Fund may invest without limitation in U.S. Government Obligations,
commercial paper, and other money market instruments of the type purchased by
the Stable Asset Return Fund, as described in "Stable Asset Return Fund." The
index portion of the Bond Fund would invoke this right only in extraordinary
circumstances, such as war, the closing of equity markets, an extreme financial
calamity, or the threat of any such event.

For information with respect to the use of derivative instruments, see
"Derivative Instruments." In addition, the Bond Fund is subject to the same
investment restrictions that are applicable to the other Funds. See "Certain
Information with Respect to the Funds--Investment Prohibitions."

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<PAGE>

CERTAIN RISK FACTORS WITH RESPECT TO THE BOND FUND. As to certain risk
factors with respect to investing in U.S. Government Obligations, see "Stable
Asset Return Fund--Investment Guidelines and Restrictions and Certain Risk
Factors," and, as to risk factors with respect to the use of derivative
instruments, see "Derivative Instruments."

The Bond Fund may purchase or sell securities on a when-issued or delayed
delivery basis. As to certain risks involved, see "Stable Asset Return Fund--
Investment Guidelines and Restrictions and Certain Risk Factors."

The actively managed portion of the Bond Fund will limit its foreign
investments to securities of issuers based in developed countries (including
newly industrialized countries, such as Taiwan, South Korea and Mexico).
Investing in the securities of issuers in any foreign country involves special
risks and considerations not typically associated with investing in U.S.
companies. See "International Equity Fund--Certain Risk Factors."

PORTFOLIO TURNOVER. As the level of portfolio turnover increases, transaction
expenses incurred by the Fund increase, which may adversely affect the Fund's
performance. Because the types and proportions of the Bond Fund's assets may
change frequently in accordance with market conditions, an annual portfolio
turnover rate cannot be predicted.

Index funds, such as the index portion of the Bond Fund, seek to create a
portfolio which substantially replicates the total sum of the securities
comprising the applicable index. Index funds are not managed through
traditional methods of fund management, which typically involve frequent
changes in a portfolio of securities on the basis of economic, financial and
market analyses. Therefore, brokerage costs, transfer taxes and certain other
transaction costs for index funds may be lower than those incurred by non-
index, traditionally managed funds.

Portfolio turnover for 1996 was 22.37% and for the period from September 5,
1995 to December 31, 1995 was 1.60%. Such turnover reflects purchases and sales
of shares of the registered investment companies in which the Fund invests
rather than the turnover of the underlying portfolios of such registered
investment companies. See "--Investment Advisors and Initial Investments in
Registered Investment Companies."

PERFORMANCE INFORMATION. The Fund's total return is based on the overall
dollar or percentage change in value of a hypothetical investment in the Fund
and assumes that all Fund's dividends and capital gain distributions are
reinvested. The "total return" sought by the Bond Fund will consist of interest
and dividends from underlying securities, capital appreciation reflected in
unrealized increases in value of portfolio securities or realized from the
purchase and sale of securities and futures and options. A recorded message
providing current unit values and yield for the Bond Fund is available at (800)
348-2272. While the Bond Fund is invested in registered investment companies
(as described below) the yield for the Bond Fund will be calculated by taking
the weighted average annualized yield of such registered investment companies
and adjusting for the Fund's expenses. It is expected that when the Fund is no
longer invested in registered investment companies, the Fund's "yield" will be
calculated by dividing its net investment income per Unit earned during the
specified period by its net asset value per Unit on the last day of such period
and annualizing the result.

INVESTMENT ADVISORS AND INITIAL INVESTMENTS IN REGISTERED INVESTMENT
COMPANIES. State Street expects to select Pacific Investment Management Company
("PIMCO") to serve as Investment Advisor to provide investment advice and
arrange for the execution of purchases and sales of securities for the actively
managed portion of the Bond Fund, subject to the supervision and approval of
State Street.

State Street, however, based upon the advice of PIMCO, has determined that
until a minimum level of assets (the "Minimum Level") (in this case
approximately $75 million) have been allocated to the actively managed portion
of the Bond Fund, in order to provide for efficient investment of the Bond
Fund's assets, PIMCO's advice will be obtained by investing approximately 2/3
of the funds

22
<PAGE>

directed by Investors into the Bond Fund in the PIMCO Total Return Fund, an
open-end management investment company registered under the Investment Company
Act and managed by PIMCO (the "Total Return Fund"). As of December 31, 1996,
$33.4 million in assets were allocated to the actively managed portion of the
Bond Fund and such assets are currently invested in the Total Return Fund. The
Total Return Fund invests at least 65% of its assets in a diversified portfolio
of fixed-income securities of varying maturities with a portfolio duration
generally from 3 to 6 years. The Total Return Fund has substantially similar
investment objectives to the actively managed portion of the Bond Fund. After
the Minimum Level is attained by the actively managed portion of the Bond Fund,
State Street expects that such portion will be managed as a separate collective
trust portfolio by State Street, with the advice of PIMCO.

With respect to the index portion of the Bond Fund, State Street expects to
select Barclay's Global Investors ("BGI") to serve as Investment Advisor to
provide investment advice and arrange for the execution of purchases and sales
of securities for the index portion of the Bond Fund, subject to the
supervision and approval of State Street.

State Street, however, upon the advice of BGI has determined that in order
for the index portion of the Bond Fund to meet its investment objective, until
the Minimum Level (in this case approximately $200 million) is attained, in
order to provide for efficient investment of the index portion of the Bond
Fund's assets, BGI's advice will be obtained by investing approximately 1/3 of
the funds directed by Investors into the Bond Fund in the MasterWorks Bond
Index Fund, an open-end management investment company registered under the
Investment Company Act (the "Bond Index Fund"), which invests in the securities
represented in the LB Bond Index. As of December 31, 1996, $16.1 million in
assets were allocated to the index portion of the Bond Fund and such assets are
currently invested in the Bond Index Fund. The Bond Index Fund is managed by
BGI and has substantially similar investment objectives to the index portion of
the Bond Fund. The Bond Index Fund attempts to achieve, in both rising and
falling markets, a correlation of at least 95% between the total return of its
net assets before expenses and the total return of the LB Bond Index. After the
Minimum Level is attained by the index portion of the Bond Fund, State Street
expects that such portion will be managed as a separate collective trust
portfolio by State Street with the advice of BGI.

State Street will monitor the performance of the Total Return Fund and the
Bond Index Fund, in light of the Bond Fund's investment objectives, to
determine whether the continued investment by the Bond Fund in such registered
investment companies is appropriate. If State Street concludes that the
investment objectives or performance of the Total Return Fund and the Bond
Index Fund are no longer consistent with those of the actively managed portion
and index portion of the Bond Fund, respectively, State Street may transfer a
portion or all of the assets of the Bond Fund that are invested in such
registered investment companies to other registered investment companies or
collective investment funds managed by State Street, which, in light of the
investment objectives of the Bond Fund, State Street deems to be more
appropriate. After the Minimum Level is reached for each portion of the Bond
Fund, State Street and the Investment Advisors will determine appropriate
redemption procedures from the Total Return Fund and the Bond Index Fund.

State Street has determined the percentage of the assets in the Bond Fund to
be allocated to each portion of the Bond Fund. Unless altered by State Street,
contributions to and withdrawals from the Bond Fund will be allocated 2/3 to
PIMCO and 1/3 to BGI. Income and realized gains attributable to the assets
allocated to each Investment Advisor will remain allocated to such Investment
Advisor thereby changing the percentage of total assets of the Bond Fund
allocated to each Investment Advisor. An Investment Advisor with superior
performance may thus provide investment advice with respect to a larger
percentage of the assets of the Bond Fund than originally allocated to such
advisor. For additional information with respect to the Investment Advisors,
see "Investment Advisors."

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<PAGE>

BALANCED FUND

INVESTMENT OBJECTIVE. The investment objective of the Balanced Fund is to
achieve both current income and capital appreciation. The Balanced Fund seeks
to achieve, over an extended period of time, total returns comparable to or
superior to an appropriate combination of broad measures of the domestic stock
and bond markets. THERE CAN BE NO ASSURANCE THAT THE BALANCED FUND WILL ACHIEVE
ITS INVESTMENT OBJECTIVE.

STRATEGY. The Balanced Fund invests in publicly traded common stocks, other
equity-type securities, long-term debt securities with varying maturities and
money market instruments. The Balanced Fund normally maintains at least 40%,
but not more than 70%, of its total assets in common stocks and other equity-
type instruments, including convertible securities, and at least 30%, but not
more than 60%, of its total assets in nonconvertible debt securities and money
market instruments. The Balanced Fund invests only in long-term debt securities
of varying maturities that are rated investment grade by an NRSRO or, if
unrated, determined by State Street to be of comparable quality. The Balanced
Fund varies the portion of its assets invested in equity securities, debt
securities and money market instruments to achieve the Fund's investment
objective based upon economic conditions, the general level of common stock
prices, interest rates and other relevant considerations, including the risks
associated with each investment medium.

INVESTMENT GUIDELINES AND RESTRICTIONS. The Balanced Fund invests in equity
securities of the same types as those in which the Growth Equity Fund invests.
See "Growth Equity Fund." The Balanced Fund also invests in Short-Term
Investment Products. See "Stable Asset Return Fund--Strategy." Such
investments, however, may include certificates of deposit and time deposits of
London branches of U.S. banks (these investments are usually referred to as
"Eurodollars") and certificates of deposit and commercial paper issued by
Canadian chartered bank subsidiaries of U.S. banks.

To the extent that the assets of the Balanced Fund are invested in securities
of a single issuer, there is a greater risk that a deterioration in performance
or default by such issuer will have a material adverse effect on the Fund.

For temporary defensive purposes, the Balanced Fund may invest without
limitation in U.S. Government Obligations, commercial paper and other money
market instruments of the types purchased by the Stable Asset Return Fund, as
described in "Stable Asset Return Fund." The Fund would invoke this right only
in extraordinary circumstances, such as war, the closing of bond or equity
markets, an extreme financial calamity or the threat of any such event.
Additional investment restrictions applicable to the Balanced Fund are
described in "Certain Information with Respect to the Funds--Investment
Prohibitions."

CERTAIN RISK FACTORS. For information and risk factors associated with
investing in equity and debt securities, see "Index Equity Fund--Certain Risk
Factors," and "Stable Asset Return Fund." For information with respect to the
use of derivative instruments, see "Derivative Instruments." In addition,
investments in foreign securities involve special risks. For certain risk
factors associated with investing in foreign securities, see "International
Equity Fund--Certain Risk Factors."

PORTFOLIO TURNOVER. As the level of portfolio turnover increases, transaction
expenses incurred by the Fund, such as brokerage commissions, increase, which
may adversely affect the Fund's performance. Because the types and proportions
of the Balanced Fund's assets may change frequently in accordance with market
conditions, an annual portfolio turnover rate cannot be predicted. The turnover
was 180.67%, 154.73% and 112.51% for 1996, 1995 and 1994, respectively.

24
<PAGE>

INVESTMENT ADVISORS. State Street has retained Lincoln Capital Management
Company ("Lincoln Capital") and Miller, Anderson & Sherrerd to serve as
Investment Advisors to provide investment advice and arrange for the execution
of purchases and sales of securities for the Balanced Fund. State Street will
determine the percentage of the assets in the Balanced Fund to be allocated to
each Investment Advisor. Unless altered by State Street, contributions to and
withdrawals from the Balanced Fund will be allocated 50% to Lincoln Capital and
50% to Miller, Anderson & Sherrerd. Income and realized gains attributable to
the assets allocated to each Investment Advisor remain allocated to such
Investment Advisor, thereby changing the percentage of total assets of the
Balanced Fund allocated to each Investment Advisor. An Investment Advisor with
superior performance may thus provide investment advice with respect to a
larger percentage of the assets of the Balanced Fund than originally allocated
to such advisor. For additional information regarding the Investment Advisors,
see "Investment Advisors."

VALUE EQUITY FUND

INVESTMENT OBJECTIVE. The Value Equity Fund's investment objective is to
invest in common stocks of larger companies believed to be attractively priced
relative to their future earnings power with the goal of achieving long-term
growth of capital and dividend income. The Value Equity Fund seeks to
outperform, over extended periods of time, broad measures of the domestic stock
market. The Value Equity Fund is broadly diversified and emphasizes sectors and
securities State Street and its Investment Advisor consider undervalued. THERE
CAN BE NO ASSURANCE THAT THE VALUE EQUITY FUND WILL ACHIEVE ITS INVESTMENT
OBJECTIVE.

STRATEGY. The Fund invests primarily in common stocks of companies that in
the opinion of State Street and its Investment Advisor are undervalued in the
market place. The Value Equity Fund seeks to achieve growth of capital through
investing primarily in common stocks of larger companies believed to be
attractively priced relative to their future earnings power. The Fund's
Investment Advisor seeks to limit the Fund's divergence from the market's
performance over full market cycles to moderate levels.

INVESTMENT GUIDELINES AND RESTRICTIONS. Although the assets of the Value
Equity Fund are generally invested in common stocks and other equity-type
securities, including convertible securities, the Value Equity Fund may invest
in non-equity securities, including investment grade bonds and debentures and
high quality money market instruments of the same types as those in which the
Stable Asset Return Fund may invest, when State Street and the Investment
Advisor determine that such investments may contribute to the attainment of the
Fund's investment objective. The Value Equity Fund will not invest more than
35% of its assets in non-equity securities, except for temporary defensive
purposes. The Fund may invest in non-equity securities when, in light of
economic conditions and the general level of stock prices, dividend rates,
prices of fixed income securities and the level of interest rates, it appears
that the Value Equity Fund's investment objective will not be met by buying
equity securities. To the extent that the Value Equity Fund's assets are
invested in non-equity securities, the Fund's net asset value may be adversely
affected by a rise in interest rates.

The Value Equity Fund may invest in securities of U.S. companies or foreign
companies whose stocks are traded on the U.S. stock exchanges or on the over-
the-counter markets. For many foreign securities, there are dollar-denominated
American Depository Receipts ("ADRs"), which are issued by domestic banks and
are traded on the U.S. stock exchanges or on over-the-counter markets and
represent interest in securities issued by foreign corporations. The Value
Equity Fund may invest in foreign securities directly and through ADRs. The
Fund may not make an investment if that investment would cause more than 15% of
the Fund's assets to be invested in foreign securities, including ADRs,
determined at the time of purchase.

25
<PAGE>

For temporary defensive purposes, the Value Equity Fund may invest without
limitation in U.S. Government Obligations, short-term commercial paper and
other money market instruments of the types purchased by the Stable Asset
Return Fund. See "Stable Asset Return Fund." The Fund would invoke this right
only in extraordinary circumstances, such as war, the closing of equity
markets, an extreme financial calamity, or the threat of any such event.
Additional investment restrictions applicable to the Value Equity Fund are
described in "Certain Information with Respect to the Funds--Investment
Prohibitions."

CERTAIN RISK FACTORS. For risk factors associated with investment in equity
securities, see "Index Equity Fund--Certain Risk Factors." For information
with respect to the use of derivative instruments, see "Derivative
Instruments." In addition, investments in foreign securities involve special
risks. For certain risk factors associated with investing in foreign
securities, see "International Equity Fund--Certain Risk Factors."

PORTFOLIO TURNOVER. As the level of portfolio turnover increases,
transaction expenses incurred by the Fund, such as brokerage commissions,
increase, which may adversely affect the Fund's performance. The Value Equity
Fund generally holds its investments for an extended period, and the average
annual rate of portfolio turnover is expected to be under 50%. However, it is
difficult to predict the rate of portfolio turnover in view of the potential
for unexpected market conditions. Therefore, in any single year, the portfolio
turnover rate may be either substantially less or substantially more than 50%.
Such turnover was 16.73% for 1996 and 3.8% for the period September 5, 1995 to
December 31, 1995. The 1995 turnover rate reflects the buildup of the Fund's
portfolio during its first three months of operations.

INVESTMENT ADVISOR. State Street has retained Sanford C. Bernstein & Co.,
Inc. ("Sanford Bernstein") to serve as Investment Advisor to provide
investment advice and arrange for the execution of purchases and sales of
securities for the Value Equity Fund. For additional information regarding the
Investment Advisor, see "Investment Advisors."

GROWTH EQUITY FUND

INVESTMENT OBJECTIVE. The Growth Equity Fund has a primary investment
objective of achieving long-term growth of capital and a secondary investment
objective of realizing income. The Growth Equity Fund seeks to achieve growth
of capital through increases in the value of the securities it holds and to
realize income principally from dividends on such securities. The Growth
Equity Fund seeks to achieve, over an extended period of time, total returns
comparable to or superior to those attained by broad measures of the domestic
stock market. THERE CAN BE NO ASSURANCE THAT THE GROWTH EQUITY FUND WILL
ACHIEVE ITS INVESTMENT OBJECTIVE.

STRATEGY. The Growth Equity Fund invests primarily in common stocks and
other equity-type securities issued by large, well-established companies. The
Growth Equity Fund may invest a portion of its assets in convertible
securities. Convertible securities, such as preferred stocks and convertible
debt instruments, contain both debt and equity features. Convertible
securities may provide some protection when stock prices generally decline,
but may experience less appreciation in value when stock prices generally
increase.

INVESTMENT GUIDELINES AND RESTRICTIONS. Although the assets of the Growth
Equity Fund will generally be invested in equity securities, the Growth Equity
Fund may invest in non-equity securities, including investment grade bonds and
debentures and high quality money market instruments of the same types as
those in which the Stable Asset Return Fund may invest, when State Street
determines that such investments may contribute to the attainment of the
Fund's investment objective. The

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Growth Equity Fund will not invest more than 35% of its assets in non-equity
securities, except for temporary defensive purposes. The Fund may invest in
non-equity securities when, in light of economic conditions and the general
level of stock prices, dividend rates, prices of fixed income securities and
the level of interest rates, it appears that the Growth Equity Fund's
investment objective will not be met by buying equity securities. To the extent
that the Growth Equity Fund's assets are invested in non-equity securities, the
Fund's net asset value may be adversely affected by a rise in interest rates.

For temporary defensive purposes, the Growth Equity Fund may invest without
limitation in U.S. Government Obligations, short-term commercial paper and
other money market instruments of the types purchased by the Stable Asset
Return Fund. See "Stable Asset Return Fund." The Fund would invoke this right
only in extraordinary circumstances, such as war, the closing of equity
markets, an extreme financial calamity, or the threat of any such event.

Although the Growth Equity Fund invests primarily in securities of U.S.
companies or foreign companies doing substantial business in the United States,
the Growth Equity Fund may invest a portion of its assets in the securities of
established foreign companies that do not do a substantial amount of business
in the United States. The Fund may invest in foreign securities directly and
through ADRs and may hold some foreign securities outside of the United States.
State Street has directed the Investment Advisors to the Growth Equity Fund not
to make an investment if that investment would cause more than 15% of the
Fund's assets allocated to the Investment Advisor to be invested in foreign
securities, including ADRs, determined at the time of purchase.

Additional investment restrictions applicable to the Growth Equity Fund are
described in "Certain Information with Respect to the Funds--Investment
Prohibitions" and "Derivative Instruments."

CERTAIN RISK FACTORS. See "Index Equity Fund--Certain Risk Factors" for risk
factors associated with investing in equity securities. In addition,
investments in foreign securities involve special risks. For certain risk
factors associated with investing in foreign securities, see "International
Equity Fund--Certain Risk Factors."

PORTFOLIO TURNOVER. As the level of portfolio turnover increases, transaction
expenses incurred by the Fund, such as brokerage commissions, increase, which
may adversely affect the Fund's performance. The Growth Equity Fund generally
holds its investments for an extended period, and the average annual rate of
portfolio turnover is expected to be under 80%. However, it is difficult to
predict the rate of portfolio turnover in view of the potential for unexpected
market conditions. Therefore, in any single year, the portfolio turnover rate
may be either substantially less or substantially more than 80%. Such turnover
was 63.70%, 60.38% and 58.78% in 1996, 1995 and 1994, respectively.

INVESTMENT ADVISORS. State Street has retained Capital Guardian Trust Company
("Capital Guardian"), Columbus Circle Investors ("Columbus Circle") and RCM
Capital Management ("RCM Capital") to serve as Investment Advisors to provide
investment advice and arrange for the execution of purchases and sales of
securities for the Growth Equity Fund. State Street will determine the
percentage of the assets in the Growth Equity Fund to be allocated to each
Investment Advisor. Unless altered by State Street, contributions to and
withdrawals from the Growth Equity Fund will be allocated 40% to Capital
Guardian, 30% to Columbus Circle and 30% to RCM Capital. Income and realized
gains attributable to the assets allocated to each Investment Advisor remain
allocated to such Investment Advisor, thereby changing the percentage of total
assets of the Growth Equity Fund allocated to each Investment Advisor. An
Investment Advisor with superior performance may thus provide investment advice
with respect to a larger percentage of the assets of the Growth Equity Fund
than originally allocated to such advisor. For additional information regarding
the Investment Advisors, see "Investment Advisors."

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<PAGE>

INDEX EQUITY FUND

INVESTMENT OBJECTIVE. The investment objective of the Index Equity Fund is to
replicate the total return of the Russell Index by investing in stocks included
in the Russell Index, with the overall objective of achieving long-term growth
of capital. The Index Equity Fund invests indirectly in such common stocks
through collective investment funds maintained by State Street. The Russell
Index represents approximately 98% of the U.S. equity market based on the
market capitalization of the companies in the Russell Index. As of June 30,
1996 the largest company had a market capitalization of approximately $137
billion and the smallest company had a market capitalization of approximately
$162 million. The Russell Index is reconstituted annually on June 30 based on
market capitalizations rankings as of the preceding May 31. THERE CAN BE NO
ASSURANCE THAT THE INDEX FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE OF
REPLICATING THE RUSSELL INDEX.

STRATEGY. To control costs, the Index Equity Fund does not attempt to own all
3,000 securities included in the Russell Index; instead, the Fund attempts to
replicate the Russell Index by dividing the Russell Index into two categories:
the S&P 500 Index and the extended market. The Fund then subdivides the
extended market portion of the Russell Index into the largest 1,500 companies
and the remaining 1,000 smaller companies. The Index Equity Fund invests in
common stocks included in the Russell Index by fully replicating the S&P 500
Index and the next largest 1,500 companies and by using sampling techniques to
track the performance of the remaining 1,000 companies. Deviation of the Fund's
performance from the performance of the Russell Index ("tracking error") may
result because the Fund does not fully replicate the Russell Index. Tracking
error may also result from Investor purchases and redemptions of Units of the
Index Equity Fund, as well as from the expenses borne by the Index Equity Fund.
Such purchases and redemptions may necessitate the purchase and sale of
securities by the Index Equity Fund and the resulting transaction costs, which
may be substantial because of the number and the characteristics of the
securities held. Tracking error may also occur due to factors such as the size
of the portfolio and changes made in the Russell Index or the manner in which
the Russell Index is calculated.

INVESTMENT GUIDELINES AND RESTRICTIONS. The Index Equity Fund invests
predominantly in common stocks of U.S. companies. The Index Equity Fund,
however, may invest temporarily for defensive purposes without limitation in
certain short term fixed-income securities. Such securities may be used to
invest uncommitted cash balances or to maintain liquidity to provide for
Investor redemptions. State Street will not cause the Index Equity Fund to make
an investment if that investment would cause the Fund to purchase warrants or
make any other investment that is inconsistent with the restrictions applicable
to the other Funds described under "Certain Information with Respect to the
Funds--Investment Prohibitions." The Fund concentrates in particular industries
to the extent the Russell Index concentrates in those industries. The Index
Equity Fund will not borrow money except as a temporary measure for
extraordinary or emergency purposes or to facilitate redemption (not for
leveraging or investment).

CERTAIN RISK FACTORS. By investing primarily in the equity market, the Index
Equity Fund is subject to a variety of market and financial risks that may
affect its return. The Unit price of the Index Equity Fund could be volatile,
and Investors should be able to tolerate sudden, sometimes substantial
fluctuations in the value of their investment. No assurance can be given that
Investors will be protected from the risks inherent in equity investing. The
Fund is intended to be a long-term investment vehicle and is not designed to
provide Investors with the means of speculating on short-term market movement.

In addition, it should be noted that the stocks of small companies included
in the Russell Index have limited product lines, markets, or financial
resources, or may be dependent upon a small management group, and their
securities may be subject to more abrupt or erratic market movements than
larger, more established companies, both because their securities typically are
traded in lower volume and because the issuers typically are subject to a
greater degree of changes in their earnings and prospects.

For information with respect to the use of derivative instruments, see
"Derivative Instruments."

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PORTFOLIO TURNOVER. Ordinarily, securities will be sold from the Index Equity
Fund only to reflect certain changes in the Russell Index (including mergers or
changes in the composition of the Russell Index) or to accommodate cash flows
into and out of the Index Equity Fund while maintaining the similarity of the
Index Equity Fund to the Russell Index. Accordingly, the turnover rate for the
Index Equity Fund is not expected to exceed 50%. However, it is difficult to
predict the rate of portfolio turnover in view of the potential for unexpected
market conditions. Therefore, in any single year, the portfolio turnover rate
may be either substantially less or substantially more than 50%. The turnover
of the Fund was 17.48% and 131.73% in 1996 and 1995, respectively, and reflects
purchases and sales of units of the collective investment funds in which the
Fund invests rather than the turnover of the underlying portfolios of such
collective investment funds. See "--Investment Advisor." Higher than expected
turnover in 1995 is partly attributable to adjustments caused by the change in
the Fund's replicated index from the S&P 500 to the Russell Index. See
"Intermediate Bond Fund--Portfolio Turnover" for information applicable to
portfolio turnover of index funds.

INVESTMENT ADVISOR. State Street is sole manager and trustee of the Index
Equity Fund. State Street may in the future employ investment advisors, at its
discretion, subject to consultation with ABRA. The assets of the Fund are
currently invested in the State Street Bank Flagship S&P 500 Index Fund and the
State Street Bank Russell Special Small Company Common Trust Fund, each a
collective investment fund maintained by State Street.

INFORMATION ABOUT THE RUSSELL INDEX. The criteria used by Frank Russell &
Company ("Russell") in developing the Russell Index to determine the initial
list of securities eligible for inclusion in the Russell Index is total market
capitalization adjusted for large private holdings and cross-ownership.
Companies are not selected for inclusion in the Russell Index because they are
expected to have superior stock price performance relative to the stock market
in general or other stocks in particular. Russell makes no representation or
warranty, implied or express, to any member of the public regarding the
advisability of investing in the Russell Index or the ability of the Russell
Index to track general market performance of large and small capitalization
stocks.

"STANDARD & POOR'S (R)," "S&P (R)," "S&P 500 (R)," "STANDARD & POOR'S 500"
AND "500" ARE TRADEMARKS OF MCGRAW-HILL, INC. AND HAVE BEEN LICENSED FOR USE BY
STATE STREET. THE INDEX FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY
STANDARD & POOR'S AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE
ADVISABILITY OF INVESTING IN THE INDEX FUND.

"RUSSELL 3000 INDEX" IS A TRADEMARK OF RUSSELL. THE RUSSELL INDEX IS NOT
SPONSORED, ENDORSED, SOLD OR PROMOTED BY RUSSELL, NOR DOES RUSSELL GUARANTEE
THE ACCURACY AND/OR COMPLETENESS OF THE RUSSELL INDEX OR ANY DATA INCLUDED
THEREIN. RUSSELL MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE
OBTAINED BY THE FUND, OWNERS OF THE FUND, ANY PERSON OR ANY ENTITY FROM THE USE
OF THE RUSSELL INDEX OR ANY DATA INCLUDED THEREIN. RUSSELL MAKES NO EXPRESS OR
IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR USE WITH RESPECT TO THE
RUSSELL INDEX OR ANY DATA INCLUDED THEREIN.

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<PAGE>

AGGRESSIVE EQUITY FUND

INVESTMENT OBJECTIVE. The investment objective of the Aggressive Equity Fund
is to maximize long-term growth of capital. The Aggressive Equity Fund seeks to
achieve, over an extended period of time, total returns comparable to or
superior to those attained by broad measures of the domestic stock market.
THERE CAN BE NO ASSURANCE THAT THE AGGRESSIVE EQUITY FUND WILL ACHIEVE ITS
INVESTMENT OBJECTIVE.

STRATEGY. The Aggressive Equity Fund's investments may include securities of
relatively small to medium sized companies, new companies and companies that
may benefit from new technologies, new product or service developments or
management changes. The Fund may also invest in newly issued securities and
securities of seasoned, established companies that appear to have unusual value
or appreciation potential. Industry diversification is not an objective of the
Aggressive Equity Fund and the Fund, may, at times, be less diversified than
the other Funds.

INVESTMENT GUIDELINES AND RESTRICTIONS. The Aggressive Equity Fund invests
primarily in common stocks and other equity-type securities, including
convertible securities, that are believed to have strong potential for
appreciation.

Although the assets of the Aggressive Equity Fund will generally be invested
in equity securities, the Aggressive Equity Fund may also invest in non-equity
securities, including investment grade bonds and debentures and high quality
money market instruments of the same types as those in which the Stable Asset
Return Fund may invest, when State Street determines that in light of economic
conditions and the general level of stock prices, dividend rates, prices of
fixed income securities and the level of interest rates, such investments may
contribute to the attainment of the Fund's investment objective. See "Stable
Asset Return Fund." The Aggressive Equity Fund will not invest more than 35% of
its assets in non-equity securities, except for temporary defensive purposes.
To the extent that the Aggressive Equity Fund's assets are invested in non-
equity securities, the Fund's net asset value may be adversely affected by a
rise in interest rates.

For temporary defensive purposes, the Aggressive Equity Fund may invest
without limitation in U.S. Government Obligations, short-term commercial paper
and other money market instruments of the types purchased by the Stable Asset
Return Fund. See "Stable Asset Return Fund." The Fund would invoke this right
only in extraordinary circumstances, such as war, the closing of equity
markets, an extreme financial calamity, or the threat of any such event.

Although the Aggressive Equity Fund invests primarily in securities of U.S.
companies or foreign companies doing substantial business in the United States,
the Aggressive Equity Fund may invest a portion of its assets in the securities
of established foreign companies that do not do a substantial amount of
business in the United States. The Fund may invest in foreign securities
directly and through ADRs and may hold some foreign securities outside of the
United States. State Street has directed the Investment Advisors to the
Aggressive Equity Fund not to make an investment if that investment would cause
more than 15% of the portion of the Fund's assets allocated to such Investment
Advisor to be invested in foreign securities, including ADRs, determined at the
time of purchase. Additional investment restrictions applicable to the
Aggressive Equity Fund are described in "Certain Information With Respect to
the Funds--Investment Prohibitions" and "Derivative Instruments."

CERTAIN RISK FACTORS. Generally, the Aggressive Equity Fund poses a greater
risk to principal than the other Funds. Investors should consider their
investments in the Aggressive Equity Fund as relatively long-term and involving
high risk to principal commensurate with potential for substantial gains. There
is no certainty regarding which companies and industries will in fact
experience capital growth, and such companies and industries may lose their
potential for capital growth at any time. To the extent that the assets of the
Aggressive Equity Fund are invested in the securities of a single issuer

30
<PAGE>

or a single industry, there is a greater risk that a deterioration in the
performance of such issuer or industry will have a material adverse effect on
the Fund. See "Index Equity Fund--Certain Risk Factors" for a description of
risk factors associated with investing in equity securities generally. See
"International Equity Fund--Certain Risk Factors" for a description of the
risks associated with investments in foreign securities.

A significant portion of the Aggressive Equity Fund's investments may be in
securities of small to medium sized companies, which typically have greater
market and financial risk than larger, more diversified companies. These
companies are often dependent on one or two products in rapidly changing
industries and may be more vulnerable to competition from larger companies with
greater resources and to economic conditions that affect their market sector.
Therefore, consistent earnings for such companies may not be as likely as for
more established companies. The smaller companies may not have adequate
resources to react optimally to change or to exploit opportunities. Small and
medium sized companies may also be more dependent on access to equity markets
to raise capital than are larger companies that have a greater ability to
support relatively larger debt burdens. The securities of such companies may be
held primarily by insiders or institutional investors, which may have an impact
on their marketability. These securities may be more volatile than the overall
market. Relatively new companies and companies which have recently made an
initial public offering may be perceived by the market as unproven. The
Aggressive Equity Fund's focus on appreciation potential will result in an
emphasis on securities of companies that may pay little or no dividends and
reinvest all or a significant portion of their earnings. The low expected
dividend level may also contribute to greater than average volatility.

PORTFOLIO TURNOVER. As the level of portfolio turnover increases, transaction
expenses incurred by the Fund, such as brokerage commissions, increase, which
may adversely affect the Fund's performance. Portfolio turnover of the
Aggressive Equity Fund may be high. Although it is not expected to exceed 150%
per year on average, it is difficult to predict the rate of portfolio turnover
in view of the potential for unexpected market conditions. Therefore, in any
single year, the portfolio turnover rate may be either substantially less or
substantially more than 150%. The possibility of high turnover reflects, in
part, the volatility of the securities in which the Fund invests and the
probability that the circumstances prompting investment in certain companies
may change more rapidly than in the case of larger, more diversified companies.
Portfolio turnover was 48%, 63% and 48% in 1996, 1995 and 1994, respectively.

INVESTMENT ADVISORS. State Street has retained Capital Guardian and Sit
Investment Associates, Inc. ("Sit Associates") to serve as Investment Advisors
to provide investment advice and arrange for the execution of purchases and
sales of securities for the Aggressive Equity Fund. State Street will determine
the percentage of the assets in the Aggressive Equity Fund to be allocated to
each Investment Advisor. Unless altered by State Street, contributions to and
withdrawals from the Aggressive Equity Fund will be allocated 50% to Capital
Guardian and 50% to Sit Associates. Income and realized gains attributable to
the assets allocated to each Investment Advisor remain allocated to such
Investment Advisor, thereby changing the percentage of total assets of the
Aggressive Equity Fund allocated to each Investment Advisor. An Investment
Advisor with superior performance may thus provide investment advice with
respect to a larger percentage of the assets of the Aggressive Equity Fund than
originally allocated to such advisor. For additional information regarding the
Investment Advisors, see "Investment Advisors."

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<PAGE>

INTERNATIONAL EQUITY FUND

INVESTMENT OBJECTIVE. The International Equity Fund's investment objective
is to seek long-term growth of capital through investment primarily in common
stocks of established non-U.S. companies. Common stocks of foreign companies
offer a way to seek long-term growth of capital. Total return will consist of
capital appreciation or depreciation, dividend income and currency gains or
losses. The International Equity Fund seeks to achieve, over an extended
period of time, total returns comparable to or superior to broad measures of
the international (non-U.S.) stock market. THERE CAN BE NO ASSURANCE THAT THE
INTERNATIONAL EQUITY FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE.

Over the last 30 years many foreign countries' economies have grown faster
than the United States' economy, and the average return from equity
investments in such countries has often exceeded the return on similar
investments in the U.S. Moreover, over the same period there has frequently
been a wide and largely unrelated variation in performance among international
equity markets. Within the framework of diversification, the International
Equity Fund seeks to identify and invest in companies participating in the
faster growing foreign economies and markets. State Street believes that
because more than half of the world's stock market value is traded abroad,
investment in foreign securities offers significant potential for long-term
capital appreciation and an opportunity to achieve investment diversification.

STRATEGY. The International Equity Fund intends to diversify investments
broadly among developed, newly industrialized and emerging countries and
generally to have at least three different countries represented in the
portfolio. It may invest in countries of the Far East and Europe, as well as
in South Africa, Australia, Canada, Latin America and other areas. Under
unusual circumstances, however, it may invest substantially all its assets in
only one or two countries. Under exceptional economic or market conditions
abroad, the International Equity Fund may temporarily invest all or a major
portion of its assets in U.S. Government Obligations or debt obligations of
U.S. companies of the type described under "Stable Asset Return Fund." The
Fund would invoke this right only in extraordinary circumstances, such as war,
the closing of equity markets, an extreme financial calamity, or the threat of
any such event.

INVESTMENT GUIDELINES AND RESTRICTIONS. In seeking to accomplish its
objective, the International Equity Fund will invest primarily in common
stocks of established foreign companies that are believed to have the
potential for growth of capital and in a variety of other equity-related
securities, such as preferred stocks, warrants and convertible securities of
such foreign companies, as well as foreign corporate and governmental debt
securities (when considered consistent with its investment objective). The
International Equity Fund may invest in non-equity securities when, in light
of economic conditions and the general level of stock prices, dividend rates,
prices of fixed-income securities and the level of interest rates, it appears
that the International Equity Fund's investment objective will not be met by
buying equity securities. Under normal conditions the International Equity
Fund's investments in securities other than common stocks and other equity-
related securities are limited to no more than 35% of total assets. Within
this limitation, the Fund will also maintain a small cash reserve which will
be invested in Short-Term Investment Products. See "Stable Asset Return Fund."

The International Equity Fund will normally conduct its foreign currency
exchange transactions either on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market or by entering into forward
contracts to purchase or sell foreign currencies. See "Derivative
Instruments."

The International Equity Fund is subject to the same investment prohibitions
and restrictions as the other Funds. See "Certain Information With Respect to
the Funds--Investment Prohibitions."

CERTAIN RISK FACTORS. Foreign stock prices are subject to many of the same
influences as U.S. stocks, such as general economic conditions, company and
industry earnings prospects, and investor

32
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psychology. See "Index Equity Fund--Certain Risk Factors." International
investing also involves additional risks that can increase the potential for
the losses in the Fund. These risks can be significantly magnified for
investments in emerging markets.

Currency Fluctuations. Transactions in foreign securities are conducted in
local currencies, so dollars usually must be exchanged for another currency
each time a stock is bought or sold or a dividend is paid. Likewise, share
price quotations and total return information will reflect conversion into
dollars. Accordingly, fluctuations in foreign exchange rates can significantly
increase or decrease the dollar value of a foreign investment, boosting or
offsetting its local market return. For example, if a French stock rose 10% in
price during a year but the U.S. dollar gained 5% against the French franc
during that time, the U.S. investor's return would be reduced to approximately
5%. This is the result because the franc would "buy" fewer dollars at the end
of the year than at the beginning, or, conversely, a dollar would buy more
francs. Exchange rate movements can be large and endure for extended periods of
time.

Costs. It is more expensive for U.S. investors to trade in foreign markets
than in the U.S. Investment pools offer a very efficient way for individuals to
invest abroad, but the overall expense ratios of international funds are
usually somewhat higher than those of typical domestic stock funds.

Political and Economic Factors. The economies, markets and political
structures of a number of the countries in which the Fund can invest do not
compare favorably with U.S. and other mature economies in terms of wealth and
stability. Therefore, investments in these countries may be riskier, and will
be subject to erratic and abrupt price movements. This is especially true for
emerging markets, such as those found in Latin America, Asia, Eastern Europe
and Africa. Even investments in countries with highly developed economies are
subject to risk. For example, the Japanese stock market historically has
experienced wide swings in value. Moreover, while certain countries have made
progress in economic growth, liberalization, fiscal discipline and political
and social stability, there is no assurance these trends will continue.

Some economies of the countries in which investments may be made are less
developed, less diverse (for example, various countries in Latin America,
Eastern Europe, Africa and Asia), overly reliant on particular industries and
more vulnerable to the ebb and flow of international trade, trade barriers and
other protectionist or retaliatory measures (for example, Japan, Southeast
Asia, Latin America, Eastern Europe and Africa). Some countries, particularly
in Latin America and other emerging markets have legacies of hyperinflation and
currency devaluations versus the dollar (which adversely affect returns to U.S.
investors.) Investments in countries that have recently begun moving away from
central planning and state-owned industries toward free markets, such as the
countries in Eastern Europe, China and Africa, should be regarded as
speculative.

Certain countries in which investments may be made will have histories of
instability and upheaval (for example, various countries in Latin America and
Africa) with respect to their internal politics that could cause their
governments to act in a detrimental or hostile manner toward private enterprise
or foreign investment. Actions such as nationalizing an industry or company,
expropriating assets, or imposing punative taxes could have a severe adverse
effect on security prices and impair the International Equity Fund's ability to
repatriate capital or income. Significant external risks, including war,
currently affect some countries. Governments in many emerging market countries
participate to some degree in their economies and securities markets.

Legal, Regulatory and Operational. Certain countries lack uniform accounting,
auditing and financial reporting standards, have less governmental supervision
of financial markets than in the U.S., do not honor legal rights enjoyed in the
U.S. and have settlement practices, such as delays, which may subject the
International Equity Fund to risks of loss not customary in U.S. markets. In
addition, securities markets in these countries have substantially lower
trading volumes than U.S. markets, resulting in less liquidity and more
volatility than experienced in the U.S.

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<PAGE>

Pricing. Portfolio securities may be listed on foreign exchanges that are
open on days (such as Saturdays or U.S. legal holidays) when the International
Equity Fund does not compute its prices. As a result, the Fund's net asset
value may be significantly affected by trading on days when Investors cannot
make transactions.

Investing in International Stocks. Like U.S. stock investments, common stock
of foreign companies offer investors a way to build capital over time.
Nevertheless, the long-term rise of foreign stock prices as a group has been
punctuated by periodic declines. Share prices of all companies, even the best
managed and most profitable, whether U.S. or foreign, are subject to market
risk, which means they can fluctuate widely. In less well developed stock
markets, such as those in some Asian and most Latin American, Eastern European
and African countries, volatility may be heightened by actions of a few major
investors. For example, substantial increases or decreases in cash flows of
mutual funds investing in these markets could significantly affect stock prices
and, therefore, fund share prices. For this reason investors in foreign stocks
should have a long-term investment horizon and be willing to wait out declining
markets. The International Equity Fund should not be relied upon as a complete
investment program or used to play short-term swings in the stock or foreign
exchange markets.

The values of foreign fixed-income securities fluctuate in response to
changes in U.S. and foreign interest rates. Income received by the
International Equity Fund from sources within foreign countries may also be
reduced by withholding and other taxes imposed by such countries although tax
conventions between certain countries and the U.S. may reduce or eliminate such
taxes. Any such taxes paid by the International Equity Fund will reduce the net
income earned by it. State Street will consider available yields, net of any
required taxes, in selecting foreign dividend paying securities.

In addition, short-term movements in currency exchange rates could adversely
impact the availability of funds to pay for Investors' redemptions of
investments in the International Equity Fund. For example, if the exchange rate
for a currency declines after a security has been sold to provide funds for a
redemption from the Fund but before such funds are translated into U.S.
dollars, it could be necessary to liquidate additional portfolio securities in
order to finance the redemption.

PORTFOLIO TURNOVER. As the level of portfolio turnover increases, transaction
expenses incurred by the International Equity Fund (such as brokerage
commissions) will increase, which may adversely affect the Fund's overall
performance. The International Equity Fund generally will hold its investments
for an extended period of time, and the average annual rate of portfolio
turnover is expected to be under 50%. It is difficult, however, to predict the
rate of portfolio turnover in view of the potential for unexpected market
conditions, and securities may be purchased and sold without regard to the
length of time held when circumstances warrant. Therefore, in any given year,
the portfolio turnover rate may be substantially less or substantially more,
than 50%. Portfolio turnover was 73.42% for 1996 and 3.51% for the period from
September 5, 1995 to December 31, 1995. Such turnover reflects purchases and
sales of shares of the registered investment company in which the Fund invests
rather than the turnover of the underlying portfolio of such registered
investment company. See "--Investment Advisor and Initial Investment in
Registered Investment Companies."

INVESTMENT ADVISOR AND INITIAL INVESTMENTS IN REGISTERED INVESTMENT
COMPANIES. State Street expects to select Rowe Price-Fleming International,
Inc. ("Price-Fleming") to be the Investment Advisor for the International
Equity Fund to provide investment advice and arrange for the execution of
purchases and sales of securities for the International Equity Fund, subject to
the supervision and approval of State Street to accept or reject any
recommended investment.

State Street, however, upon the advice of Price-Fleming has determined that
in order for the International Equity Fund to meet its investment objective,
until a sufficient level of assets in the Fund is attained to provide for
efficient investment of the Fund's assets, Price-Fleming's advice will be
obtained by investing the funds directed by Investors into the International
Equity Fund in the

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<PAGE>

T. Rowe Price International Stock Fund (the "T. Rowe International Fund"), a
registered investment company that is managed by Price-Fleming and that has
substantially the same investment objectives as the International Equity Fund.
As of December 31, 1996, $33.27 million in assets were invested in the Fund and
such assets are invested in the T. Rowe International Fund. After a sufficient
asset level is attained, which State Street currently expects to be
approximately $75 to $100 million (an increase from an original estimate of $25
million) the International Equity Fund will be managed as a separate collective
trust portfolio by State Street with the advice of Price-Fleming.

State Street, however, will monitor the performance of the T. Rowe
International Fund, in the light of the International Equity Fund's investment
objectives, to determine whether the continued investment by the International
Equity Fund in such registered investment company is appropriate. If State
Street concludes that the investment objectives or performance of the T. Rowe
International Fund are no longer consistent with those of the International
Equity Fund, State Street may transfer a portion of or all the assets of the
International Equity Fund to other registered investment companies or
collective investment funds maintained by State Street that, in light of the
investment objectives of the International Equity Fund, State Street deems to
be more appropriate.

It is anticipated that after a sufficient level of assets is reached, at
State Street's discretion, funds may be withdrawn from the T. Rowe
International Fund in such a manner as to not require the liquidation of
portfolio securities by the T. Rowe International Fund, although there can be
no assurance that this goal will be met. With the consent of Price-Fleming, all
or part of the International Equity Fund's withdrawals may consist of portfolio
securities valued at their current market value on the date of distribution,
which would then become portfolio securities in the International Equity Fund.
If a liquidation of the portfolio securities occurs, Price-Fleming will
recommend securities that it believes reflect a representative sample of the T.
Rowe International Fund's portfolio. State Street will have the authority to
approve or disapprove of Price-Fleming's recommendations. For additional
information with respect to the Investment Advisor, see "Investment Advisors."

CERTAIN INFORMATION WITH RESPECT TO THE FUNDS

INVESTMENT PROHIBITIONS

None of the Funds will:

. trade in foreign currency, except transactions incidental to the
settlement of purchases or sales of securities for the Funds;

. make an investment in order to exercise control or management over a
company;

. make short sales, unless the Funds have, by reason of ownership of other
securities, the right to obtain securities of a kind and amount
equivalent to the securities sold, which right will continue so long as a
Fund is in a short position;

. trade in commodities or commodity contracts, except options or futures
contracts (including options on futures contracts) with respect to
securities or securities indices for hedging purposes;

. write uncovered options;

. purchase real estate or mortgages, provided that the Funds may buy shares
of real estate investment trusts listed on U.S. stock exchanges or
reported on Nasdaq National Market if such purchases are consistent with
the investment objective and restrictions set forth in the fund
declaration for the Fund;

. except for the initial investments by the Bond Fund and the International
Equity Fund (see "Intermediate Bond Fund--Investment Advisors and Initial
Investments in Registered Investment Companies" and "International Equity
Fund--Investment Advisor and Initial Investments in Registered Investment
Companies"), invest in the securities of registered investment companies;

35
<PAGE>

. invest in oil, gas or mineral leases;

. purchase any security on margin or borrow money, except for short-term
credit necessary for clearance of securities transactions or, in the case
of the Index Fund, for redemption purposes; or

. make loans, except by (i) the purchase of marketable bonds, debentures,
commercial paper and similar marketable evidences of indebtedness and
(ii) engaging in repurchase agreement transactions.

State Street has directed the Investment Advisors not to recommend an
investment, and State Street will not cause the Funds to make an investment, if
that investment would cause (1) more than 5% of the portion of such Fund's net
assets to be invested in warrants generally, or more than 2% of such net assets
to be invested in warrants not listed on a nationally recognized U.S.
securities exchange, or (2) other than Investment Contracts, more than 10% of
the portion of such Fund's net assets to be invested in illiquid securities,
including repurchase agreements with maturities in excess of seven days or
portfolio securities that are not readily marketable, in each case determined
at the time of purchase. State Street has also directed the Investment Advisors
not to recommend an investment, and State Street will not cause the Funds to
make an investment, in an industry if that investment would cause more than 25%
of the portion of such Fund's assets allocated to such Investment Advisor to be
invested in that industry, determined at the time of purchase. In addition,
State Street has directed the Investment Advisors not to recommend an
investment, and State Street will not cause the Funds to make an investment, in
the securities of an issuer if that investment would cause more than 5% of the
portion of the assets of such Fund allocated to the Investment Advisor to be
invested in the securities of that issuer, determined at the time of purchase.
Except as described under "Derivative Instruments," State Street has no present
intention of causing the Funds to invest in options and financial futures
contracts and other derivatives, and will not do so without prior notification
to Investors.

Although none of the foregoing restrictions apply to the Initial Investment
Vehicles (as defined below), each such Initial Investment Vehicle has
restrictions that are set forth in its respective prospectus.

VALUATION OF UNITS. An Investor's interest in a Fund is represented by the
value of the Units credited to such Investor's account for that Fund. The
number of Units purchased with a contribution or transfer or allocation of
assets to a Fund (except for the Stable Asset Return Fund, which is generally
maintained at $1.00) is the quotient of (i) the amount allocated to the Fund
divided by (ii) the Unit Value of such Fund calculated as of the end of the
regular trading session of the New York Stock Exchange on the Business Day the
contribution is credited by State Street. Once a number of Units has been
credited to an Investor's account, this number will not vary because of any
subsequent fluctuation in the Unit Value. The value of each Unit, however, will
fluctuate with the investment experience of the particular Fund, which reflects
the investment income and realized and unrealized capital gains and losses of
that Fund.

Unit Values for the Funds are determined as of the close of the regular
trading session of the New York Stock Exchange on each Business Day. The Unit
Value for each Fund is the value of all assets of the Fund, less all
liabilities of such Fund, divided by the number of outstanding Units of such
Fund. The value of each Fund is determined by State Street based on the market
value of each Fund's portfolio of securities. The value of securities and other
assets that do not have readily available market prices is determined in good
faith by State Street. See "Stable Asset Return Fund--Valuation of Units" for
information as to the valuation of Units in such Fund.

TRANSFERS. Transfers to and from any of the Funds, as well as transfers to
and from the Structured Portfolio Service and the Self-Managed Accounts, may be
made on any Business Day. Transfers, however, cannot be made from an Insurance
Investment Contract to any other Investment Option prior to the maturity of
such Insurance Investment Contract. For additional information relating to

36
<PAGE>

transfers and withdrawals from the Investment Options, see "Transfers Between
Investment Options and Withdrawals."

PERFORMANCE INFORMATION. Each Fund may, from time to time, report its
performance in terms of the Fund's total return. A Fund's total return is
determined based on historical results and is not intended to indicate future
performance. A Fund's total return is computed by determining the average
annual compounded rate of return for a specified period which, when applied to
a hypothetical $1,000 investment in the Fund at the beginning of the period,
would produce the redeemable value of that investment at the end of the period.
Each Fund may also report a total return computed in the same manner but
without annualizing the result. A recorded message providing current Unit
Values for the Funds is available at (800) 348-2272.

DERIVATIVE INSTRUMENTS

FUNDS MANAGED DIRECTLY BY STATE STREET. The Funds will not engage, when
managed as separate portfolios by State Street (with or without the assistance
of Investment Advisors), in investments in derivative securities except as
described in this paragraph. The Index Fund may engage in limited transactions
in stock index futures and options as a substitute for comparable market
positions in the securities held by such Fund (with respect to the portion of
its portfolio that is held in cash items pending investment or to pay for
redemption requests). In addition, the International Equity Fund and, to a
lesser extent, the Balanced Fund, the Value Equity Fund, the Growth Equity Fund
and the Aggressive Equity Fund may enter into foreign currency hedging
transactions in connection with their purchase or sale of foreign securities as
described in the next paragraph. In addition, the Balanced Fund may continue to
hold current investments in the collateralized mortgage obligations ("CMOs")
that are included in its portfolio and that may be considered to be derivative
securities. However, no such additional investments may be made.

All such Funds that may invest in securities denominated in foreign
currencies may, when they enter into, and incidental to the settlement of, a
contract for the purchase or sale of a security denominated in a foreign
currency, enter into forward foreign currency exchange contracts to "lock in"
the U.S. dollar price of the security. A forward foreign currency exchange
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the
contract agreed upon by the parties, at a price set at the time of the
contract. A Fund can use such contracts to reduce its exposure to changes in
the value of the currency it will deliver and increase its exposure to changes
in the value of the currency into which it will be exchanged. The effect on the
value of a Fund is similar to selling securities denominated in one currency
and purchasing securities denominated in another. Dollar-denominated ADRs,
which are issued by domestic banks and are traded in the United States on
exchanges or over-the-counter, are available with respect to many foreign
securities. ADRs do not lessen the foreign exchange risk inherent in investment
in the securities of foreign issuers; however, by investing in ADRs rather than
directly in the foreign issuers' stock, a Fund can avoid currency risks during
the settlement period for purchases or sales without having to engage in
separate foreign currency hedging transactions.

FUNDS INVESTING IN REGISTERED INVESTMENT COMPANIES. While the assets of the
Bond Fund are invested in the Total Return Fund or the Bond Index Fund (or in
such other registered investment companies as State Street may select) (the
"Initial Bond Fund Investment Vehicles"), investments by such registered
investment companies will be subject to the derivatives policies adopted by
such companies. Such policies are described in the prospectuses of such
registered investment companies and are set forth herein as interpreted by
State Street. Such registered investment companies may enter into interest
rate, index and currency exchange rate swap agreements for purposes of
attempting to obtain a particular desired investment objective at a lower cost
than if the investment company had invested directly in an instrument that
yielded that desired return and may utilize any of the strategies

37
<PAGE>

referred to below, and may use foreign currency exchange contracts to lock in
the exchange rate for a purchased security in the manner described in the
preceding paragraph. Separately, while the assets of the International Equity
Fund are invested in the T. Rowe International Fund (or in such other
registered investment companies as State Street may select) (together with the
Initial Bond Fund Investment Vehicles, the "Initial Investment Vehicles"), the
Initial Investment Vehicles may enter into contracts designed to increase or
decrease their exposure to a particular currency, in an amount approximating
the value of some or all of the portfolio securities denominated in such
currency, if their managers believe that such currency may suffer or enjoy a
substantial movement against another currency. The Initial Investment Vehicles
may also invest in CMOs and other mortgage-related securities that may be
considered to be derivative securities. The Initial Bond Investment Vehicles
may effect short sales as part of their overall portfolio management strategies
or to offset potential declines in value of long positions in similar
securities as those sold short. To the extent that the Initial Bond Investment
Vehicles engage in uncovered short sales, they will maintain asset coverage in
the form of liquid assets in a segregated account.

The Initial Investment Vehicles may purchase and write call and put options
on securities, securities indices and on foreign currencies, and enter into
futures contracts and use options on futures contracts, and may sell previously
purchased options and futures contracts. The Initial Investment Vehicles also
may enter into swap agreements with respect to foreign currencies, interest
rates and securities indices. The Initial Investment Vehicles may use these
techniques to hedge against changes in interest rates, foreign currency
exchange rates or securities prices or as part of their overall investment
strategies, and may also purchase and sell options relating to foreign
currencies for purposes of increasing exposure to a foreign currency or to
shift exposure to foreign currency fluctuations from one country's currency to
another's.

The purchase and writing of options involves certain risks. During the option
period, a writer of a covered call option gives up, in return for the premium
on the option, the opportunity to profit from a price increase in the
underlying security above the exercise price but retains, as long as its
obligations as a writer continues, the risk of loss should the price of the
underlying security decline. The writer of an option traded on an option
exchange in the United States has no control over the time when it may be
required to fulfill the writer's obligation. Once an option writer has received
an exercise notice, it cannot effect a closing purchase transaction in order to
terminate its obligation under the option and must deliver the underlying
securities at the exercise price. If a put or call option is not sold when it
has remaining value, and if the market price of the underlying security, in the
case of a put, remains equal to or greater than the exercise price or, in the
case of a call, remains less than or equal to the exercise price, the investor
will lose its entire investment in the option. Also, when a put or call option
on a particular security is purchased to hedge against price movements in a
related security, the price of the put or call option may move more or less
than the price of the related security. Furthermore, there can be no assurance
that a liquid market will exist when an investor seeks to close out an option
position. If trading restrictions or suspensions are imposed on the options
markets, an investor may be unable to close out a position.

Because swap agreements are two-party contracts and may have terms of greater
than seven days, such agreements may be considered to be illiquid. Moreover, an
investor bears the risk of loss of the amount expected to be received under a
swap agreement in the event of the default or bankruptcy of a swap agreement
counterparty. The swaps market is a relatively new market and is largely
unregulated, and it is possible that developments in the swaps market,
including potential government regulation, could adversely affect an investor's
ability to terminate existing swap agreements or to realize amounts to be
received under such agreements.

There are several risks associated with the use of futures and futures
options for hedging purposes. There can be no guarantee that there will be a
correlation between price movements in the hedging vehicle and in the portfolio
securities being hedged. An incorrect correlation could result in

38
<PAGE>

a loss on both the hedged securities and the hedging vehicle so that the
portfolio return might have been greater had hedging not been attempted. There
can be no assurance that a liquid market will exist at a time when an investor
seeks to close out a futures contract or a futures option position. Most
futures exchanges and boards of trade limit the amount of fluctuation permitted
in futures contract prices during a single day; once the daily limit has been
reached on a particular contract, no trades may be made that day at a price
beyond that limit. In addition, certain of these instruments are relatively new
and without significant trading history. As a result, there is no assurance
that an active secondary market will develop or continue to exist. Lack of a
liquid market for any reason may prevent an investor from liquidating an
unfavorable position even though the investor would remain obligated to meet
margin requirements until the position is closed.

The Initial Investment Vehicles may, if their managers believe that the
currency of a particular foreign country may suffer or enjoy a substantial
movement against another currency, enter into a forward contract to sell or buy
the former foreign currency (or another currency that acts as a proxy for that
currency). There can be no assurance, however, that this strategy will be
successful as currency movement can be difficult to predict. There are certain
markets where it is not possible to engage in effective foreign currency
hedging. This may be true, for example, for the currencies of various Latin
American countries and other emerging markets where the foreign exchange
markets are not sufficiently developed to permit hedging activity to take
place.

Mortgage-related securities include securities that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage
loans on real property, such as CMO residuals or stripped mortgage-backed
securities, and may be structured in classes with rights to receive varying
proportions of principal and interest. The yield to maturity on an interest
only class is extremely sensitive to the rate of principal payments (including
prepayments) on the related underlying mortgage assets, and a rapid rate of
principal payments may have a material adverse effect on an investor's yield to
maturity from these securities. Early repayment of principal on some mortgage-
related securities (arising from prepayments of principal due to the sale of
the underlying property, refinancing or foreclosure, net of fees and costs
which may be incurred) may expose the Fund to a lower rate of return upon
reinvestment of principal.

INVESTMENT ADVISORS

State Street has retained the services of various Investment Advisors to
advise it with respect to its investment responsibility with respect to several
Funds. Each Investment Advisor recommends to State Street investments and
reinvestments of the assets allocated to it in accordance with the investment
policies of the respective Funds. State Street exercises discretion with
respect to the selection and retention of the Investment Advisors and may
remove upon consultation with ABRA an Investment Advisor at any time. State
Street may also change at any time the allocation of assets among Investment
Advisors to a single Fund, subject to consultation with ABRA.

The Investment Advisors are:

BARCLAY'S GLOBAL INVESTORS. Anticipated future advisor to the index portion
of the Bond Fund, BGI is located at 45 Fremont Street, San Francisco,
California 94105. As of January 2, 1996, Wells Fargo Nikko Investment Advisors
became a part of BGI, an indirect subsidiary of Barclays PLC, one of the United
Kingdom's largest companies and one of the world's foremost providers of
financial services. BGI is responsible for managing or providing investment
advice for assets aggregating in excess of $386 billion.

CAPITAL GUARDIAN TRUST COMPANY. Advisor to the Growth Equity Fund and the
Aggressive Equity Fund, Capital Guardian, a wholly-owned subsidiary of The
Capital Group Companies, Inc., is

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<PAGE>

a California state chartered trust company incorporated in 1968. Its principal
place of business is 333 South Hope Street, Los Angeles, California 90071.
Capital Guardian provides investment management, trust and other fiduciary
services to corporate and public employee benefit accounts, nonprofit
organizations, a number of personal clients and trustee services to certain
retirement plans invested in the American Funds family of mutual funds. As of
December 31, 1996, it had approximately $57 billion in assets under its
management.

COLUMBUS CIRCLE INVESTORS. Advisor to the Growth Equity Fund, Columbus Circle
is a division of PIMCO Advisors, L.P., a Delaware limited partnership ("PIMCO
Advisors"). See "Pacific Investment Management Company" below. Columbus
Circle's principal place of business is Metro Center, One Station Place,
Stamford, Connecticut 06902. As of December 31, 1996, Columbus Circle had
approximately $14 billion of assets under management.

LINCOLN CAPITAL MANAGEMENT COMPANY. Advisor to the Balanced Fund, Lincoln
Capital is an Illinois sub-chapter S corporation. Its principal place of
business is 200 South Wacker Drive, Chicago, Illinois 60606. As of December 31,
1996, Lincoln Capital had approximately $42 billion of assets under management.

MILLER, ANDERSON & SHERRERD. Advisor to the Balanced Fund, Miller, Anderson &
Sherrerd was established in 1969 and was acquired by Morgan Stanley Group on
January 3, 1996. Its principal place of business is One Tower Bridge, West
Conshohocken, Pennsylvania 19428. As of December 31, 1996, Miller, Anderson &
Sherrerd had approximately $41 billion of assets under management, primarily
for tax-exempt pension funds and profit-sharing plans, Taft-Hartley plans,
foundations and endowments.

PACIFIC INVESTMENT MANAGEMENT COMPANY. Anticipated future advisor to the
actively managed portion of the Bond Fund, PIMCO is an investment counseling
firm founded in 1971, and currently has over $88 billion of assets under
management. PIMCO is a subsidiary partnership of PIMCO Advisors. A majority
interest in PIMCO Advisors is held by PIMCO Partners, G.P., a general
partnership between Pacific Financial Asset Management Corporation, an indirect
wholly owned subsidiary of Pacific Mutual Life Insurance Company, and PIMCO
Partners, L.P., a limited partnership controlled by the PIMCO Managing
Directors. PIMCO's address is 840 Newport Center Drive, Suite 360, Newport
Beach, California 92660.

RCM CAPITAL MANAGEMENT. Advisor to the Growth Equity Fund, RCM Capital is a
Delaware limited liability company solely involved in asset management
services. The firm is a wholly owned subsidiary of Dresdner Bank A.G.
("Dresdner"). Dresdner is an international banking organization. As the
successor to the business and operations of RCM Capital Management, a
California limited partnership, and its predecessors, RCM Capital was founded
in 1970 and has been continuously registered with the Commission since 1972.
RCM Limited L.P., a California limited partnership, is the managing agent of
RCM Capital and has responsibility for making business and investment decisions
for RCM Capital, subject to oversight by its Board of Managers. RCM General
Corporation is the general partner of RCM Limited L.P. and is owned solely by
the 26 RCM Capital principals, all located in the firm's principal place of
business at Suite 2900, Four Embarcadero Center, San Francisco, California
94111. RCM Capital is actively engaged in providing investment supervisory
services to institutional and individual clients, and is registered under the
Investment Advisers Act of 1940. As of December 31, 1996, RCM Capital had
approximately $27 billion of assets under management.

ROWE PRICE-FLEMING INTERNATIONAL, INC. Anticipated future advisor to the
International Equity Fund, Price-Fleming was incorporated in Maryland in 1979
as a joint venture between T. Rowe Price Associates, Inc. ("T. Rowe Price") and
Robert Fleming Holdings Ltd. ("Flemings"). T. Rowe Price was incorporated in
Maryland in 1947 as a successor to the investment counselling business founded
by the late Thomas Rowe Price, Jr., in 1937. Flemings is a diversified
investment organization that

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<PAGE>

participates in a global network of regional investment offices in New York,
London, Zurich, Geneva, Tokyo, Hong Kong, Manila, Kuala Lumpur, Seoul, Taipei,
Bombay, Jakarta, Singapore, Bangkok and Johannesberg. Flemings was incorporated
in 1974 in the United Kingdom as successor to the business founded by Robert
Fleming in 1873. As of December 31, 1996, Price-Flemming managed more than $29
billion of assets. The common stock of Price-Fleming is 50% owned by a wholly-
owned subsidiary of T. Rowe Price, 25% by a subsidiary of Flemings and 25% by a
subsidiary of Jardine Fleming Group Limited ("Jardine Fleming"). Half of
Jardine Fleming is owned indirectly by Flemings and half is indirectly owned by
Jardine Matheson Holdings Limited. Price-Fleming's U.S. office is located at
100 E. Pratt Street, Baltimore, Maryland 21202.

SANFORD C. BERNSTEIN & CO., INC. Advisor to the Value Equity Fund, Sanford
Bernstein was founded in 1967. As of December 31, 1996, the firm had
approximately $51 billion in domestic, global and international equity,
balanced and fixed-income accounts for pension funds, endowments, trusts,
foundations, insurance companies, individuals and families. Independent and
staff owned, with 141 employees currently sharing in the profits, the firm has
a staff of 985, including 361 investment professionals.

SIT INVESTMENT ASSOCIATES, INC. Advisor to the Aggressive Equity Fund, Sit
Associates is a Minnesota corporation formed in 1981. Its principal place of
business is 4600 Norwest Center, 90 South Seventh Street, Minneapolis,
Minnesota 55402. Sit Associates provides investment advice, management and
related services to mutual funds, tax exempt investors, taxable investors and
individual investors. As of December 31, 1995, Sit Associates had over $5.3
billion of assets under management. Eugene C. Sit is the controlling
shareholder of Sit Associates.

Recommendations to buy and sell securities for the Funds are made by each
Investment Advisor in accordance with investment policies and restrictions of
the Funds and subject to the supervision of State Street. Investment
recommendations for the Funds are made independently from those of other
investment accounts managed by the Investment Advisors. Occasions may arise,
however, when the same investment recommendation is made for more than one
client's account. It is the practice of each Investment Advisor to allocate
such purchases or sales to be executed in connection with such recommendations
insofar as feasible among its several clients in a manner it deems equitable.
The principal factors which the Investment Advisors consider in making such
allocations are the relative investment objectives of the clients, the relative
size of the portfolio holdings of the same or comparable securities and the
then availability in the particular account of funds for investment. Portfolio
securities held by one client of an Investment Advisor may also be held by one
or more of its other clients. When two or more of its clients are engaged in
the simultaneous sale or purchase of securities, transactions are allocated as
to amount in accordance with formulae deemed to be equitable as to each client.
There may be circumstances when purchases or sales of portfolio securities for
one or more clients will have an adverse effect on other clients.

Transactions on stock exchanges on behalf of the Funds involve the payment of
negotiated brokerage commissions. There is generally no stated commission in
the case of securities traded in the over-the-counter markets, but the price of
those securities includes an undisclosed commission or mark-up. The cost of
securities purchased from underwriters includes an underwriting commission or
concession, and the prices at which securities are purchased from and sold to
dealers include a dealer's mark-up or mark-down.

In executing portfolio transactions, the Investment Advisors seek the most
favorable execution available. The agreements between State Street and the
Investment Advisors provide that, in assessing the best overall terms available
for any transaction, the Investment Advisor may consider factors it deems
relevant, including the brokerage and research services, as those terms are
defined in section 28(e) of the Securities Exchange Act of 1934, provided to
the Funds, viewed in terms of either that particular transaction or the broker
or dealer's overall responsibilities to the Fund.

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<PAGE>

State Street will periodically review the brokerage commissions paid by the
Funds to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits inuring to each Fund. It is
possible that certain of the services received from a broker or dealer in
connection with the execution of transactions will primarily benefit one or
more other accounts for which the Investment Advisor exercises discretion, or a
Fund other than that for which the transaction was executed. Conversely, any
given Fund may be the primary beneficiary of the service received as a result
of portfolio transactions effected for such other accounts or Funds. The fees
of the Investment Advisors are not reduced by reason of receipt of such
brokerage and research services.

STRUCTURED PORTFOLIO SERVICE

INVESTMENT OBJECTIVE. The Structured Portfolio Service provides investment
diversification by utilizing the Funds available to the Program. The
Conservative, Moderate and Aggressive portfolios offer Investors three distinct
approaches to diversifying investments in the Program. Each portfolio has a
different investment strategy and represents different risk and reward
characteristics that reflect an Investor's tolerance for investment risk. THERE
CAN BE NO ASSURANCE THAT THE STRUCTURED PORTFOLIO SERVICE WILL ACHIEVE ITS
INVESTMENT OBJECTIVE. The portfolios utilize seven of the Program's Funds: the
Stable Asset Return Fund, the Bond Fund, the Value Equity Fund, the Growth
Equity Fund, the Index Fund, the Aggressive Equity Fund and the International
Equity Fund. For information regarding the investment objectives, guidelines
and restrictions of each of the above Funds, refer to the description of such
Funds in this Prospectus.

STRATEGY. While there can be no guarantee, the overall volatility of the
three portfolios may be reduced by spreading investments over several types of
assets. However, the volatility of the Aggressive Portfolio may be greater than
that of the other two portfolios. As prices of stocks and bonds may respond
differently to changes in economic conditions and interest rate levels, a rise
in bond prices, for example, could help offset a fall in stock prices. Money
market securities, which are held in varying percentages by all the Funds, have
a stabilizing influence in comparison to stocks since their price fluctuations
are expected to be small. In addition, the income provided by bonds and money
market securities is expected to contribute positively to a portfolio's total
return, cushioning the impact of price declines or enhancing the effect of
price increases.

The Conservative Portfolio emphasizes shorter-term and fixed-income
securities and is intended for Investors with lower risk tolerance who seek
returns based primarily on higher current investment income. Funds in the
Conservative Portfolio are allocated as follows:

<TABLE>
<S> <C>
Stable Asset Return Fund............................................... 30%
Intermediate Bond Fund................................................. 35%
Value Equity Fund...................................................... 7%
Growth Equity Fund..................................................... 7%
Index Equity Fund...................................................... 14%
International Equity Fund.............................................. 7%
</TABLE>

The Moderate Portfolio takes a more balanced approach (in comparison to the
Conservative Portfolio) and is intended for Investors who seek returns based
upon relatively stable investment income but who also desire an increased
potential for growth. Its investments are allocated as follows:

<TABLE>
<S> <C>
Stable Asset Return Fund............................................... 10%
Intermediate Bond Fund................................................. 30%
Value Equity Fund...................................................... 11%
Growth Equity Fund..................................................... 11%
Index Equity Fund...................................................... 23%
International Equity Fund.............................................. 15%
</TABLE>

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<PAGE>

The Aggressive Portfolio emphasizes stocks and is intended for Investors who
have a higher degree of risk tolerance and seek capital appreciation. Its
investments are allocated as follows:

<TABLE>
<S> <C>
Intermediate Bond Fund................................................. 15%
Value Equity Fund...................................................... 15%
Growth Equity Fund..................................................... 15%
Index Equity Fund...................................................... 30%
Aggressive Equity Fund................................................. 5%
International Equity Fund.............................................. 20%
</TABLE>

Allocations of Investor funds to the portfolios of the Structured Portfolio
Service are readjusted by State Street on the first Business Day of each month
to maintain the percentage allocations indicated above.

CERTAIN RISK FACTORS. For information and risk factors associated with each
of the Funds utilized in the Structured Portfolio Service, refer to such
disclosure in this Prospectus for each particular Fund.

VALUATION OF INVESTOR'S INTEREST. Investor's Units in the portfolios of the
Structured Portfolio Service are valued based upon the collective values of the
Units of the included Funds credited to such Investor's account in the
Structured Portfolio Service.

LIQUIDITY AND TRANSFERS. Transfers to or from any of the three portfolios may
be made on any Business Day. See "Transfers Between Investment Options and
Withdrawals."

PERFORMANCE INFORMATION. The Structured Portfolio Service may, from time to
time, report the value of a Unit in each of the portfolios. Such value will be
determined based on historical results and will not be intended to indicate
future performance. A recorded message providing current values for an
Investor's Units in each portfolio in the Structured Portfolio Service is
available at (800) 348-2272.

SELF-MANAGED ACCOUNTS

As an additional Investment Option under the Program, State Street makes
available to Employers, Plan trustees and to Participants whose Employers elect
to make such option available to them, a Self-Managed Account. Self-Managed
Accounts are not included in the Collective Trust and are not registered under
the Securities Act and are described in this Prospectus for information
purposes only.

PLANS ELIGIBLE TO ESTABLISH A SELF-MANAGED ACCOUNT

The Self-Managed Account is available as an Investment Option for
Participants in Individual Master Plans established under the ABA Retirement
Plan and for Employers of Individual Master Plans established under the ABA
Defined Benefit Plan, provided that the Employer has designated the Self-
Managed Account as an Investment Option for its Plan by executing a Self-
Managed Account Employer Enrollment Form. Additionally, the Self-Managed
Account is available as an Investment Option for Participants, Employers and
Plan trustees of Individually Designed Plans for which State Street provides
individual recordkeeping services, provided that the Employer/Plan trustee has
designated the Self-Managed Account as an Investment Option for its Plan.
Employers/Plan trustees may elect to make the Self-Managed Account available as
an Investment Option for their respective Plans by executing a Self-Managed
Account Employer Enrollment Form. The Self-Managed Account is not available as
an Investment Option for Individually Designed Plans for which State Street
provides aggregate recordkeeping services.

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<PAGE>

PARTICIPANTS, EMPLOYERS AND PLAN TRUSTEES ELIGIBLE TO ESTABLISH A SELF-MANAGED
ACCOUNT

The Self-Managed Account offers investment flexibility by permitting an
Eligible Investor who is a Participant (in the case of a Plan where an Employer
has elected to make such an option available to Participants), an Employer (in
the case of a defined benefit plan for which State Street does not provide
individual recordkeeping services) or a Plan trustee (in the case of certain
Individually Designed Plans) to build an investment portfolio that is a product
of the Eligible Investor's own investment decisions. Under this Investment
Option, an Eligible Investor may transfer a portion of the amount of such
Eligible Investor's respective account or Plan balance to a Self-Managed
Account for the purchase, at the Eligible Investor's discretion, of a wide
variety of publicly traded debt and equity securities and shares of numerous
mutual funds.

ESTABLISHING A SELF-MANAGED ACCOUNT FOR PARTICIPANTS IN PLANS ESTABLISHED UNDER
THE ABA RETIREMENT PLAN

An Eligible Investor who is a Participant in a Plan established under the ABA
Retirement Plan may establish a Self-Managed Account by completing a Self-
Managed Account Application, which may be obtained by calling (800) 348-2272.
Once the requisite forms have been properly completed and returned to State
Street, the Participant will receive confirmation of the establishment of a
brokerage account with State Street Brokerage Services, Inc. ("State Street
Brokerage"), a registered broker-dealer affiliated with State Street. The
brokerage account will be used to effect transactions in securities for the
Self-Managed Account. State Street has entered into an agreement with National
Financial Services Corporation, a New York Stock Exchange member firm and a
registered broker-dealer that is not affiliated with State Street or State
Street Brokerage, to act as sub-custodian of all securities held in the Self-
Managed Account.

The Self-Managed Account generally is funded, in accordance with Program
rules established by State Street, through the "Base Plan," which is defined as
all Investment Options, including the Equitable Real Estate Account, but
excluding the Self-Managed Account. To establish a Self-Managed Account, a
Participant must transfer initially a minimum of $2,500 from the Participant's
Base Plan to the Self-Managed Account, provided that the Participant must at
all times maintain in the Participant's Base Plan the greater of $1,000 and 5%
of the Participant's entire account balance (including for purposes of the 5%
calculation the assets in the Participant's Self-Managed Account). After the
initial transfer, a Participant may make transfers of not less than $500 from
the Base Plan to the Self-Managed Account. No transfer from the Base Plan will
be permitted to the extent that such transfer would cause the Participant's
Base Plan to fall below the required minimum. Transfers to a Self-Managed
Account from the Base Plan will be made pro-rata from the various contribution
accounts which may have been established on behalf of such Participant under
the Base Plan. Separate contribution accounts are established on behalf of each
Participant for Employer contributions, 401(k) non-elective contributions,
matching contributions, 401(k) elective salary deferral contributions,
voluntary after-tax contributions or rollover contributions, as the case may
be.

Satisfaction of the requirement for maintenance of a minimum account balance
of a Participant's Base Plan described above will be based on the most recent
valuations of the Investment Options, which are daily except for the Self-
Managed Account, which is monthly. If the value of a Participant's Base Plan
falls below the greater of $1,000 and 5% of the Participant's aggregate account
balances in all Investment Options (including for purposes of the 5%
calculation the assets in the Participant's Self-Managed Account), the
Participant will not be permitted to transfer assets to the Self-Managed
Account until the required minimum in the Participant's Base Plan is again met.

Additionally, at the discretion of the Trustee, a Self-Managed Account may be
funded through in-kind transfers from other tax-qualified retirement plans. The
foregoing account balance minimums and transfer restrictions with regard to the
Base Plan remain in effect.

44
<PAGE>

ESTABLISHING A SELF-MANAGED ACCOUNT FOR EMPLOYERS SPONSORING A PLAN UNDER THE
ABA DEFINED BENEFIT PLAN

An Eligible Investor who is an Employer sponsoring a Plan under the ABA
Defined Benefit Plan may establish a Self-Managed Account by completing a
Self-Managed Account Employee Enrollment Form and a Self-Managed Account
Application, which may be obtained by calling (800) 348-2272. Once the
requisite forms have been properly completed and returned to State Street, the
Employer will receive confirmation of the establishment of a brokerage account
with State Street Brokerage. The brokerage account will be used to effect
transactions in securities for the Self-Managed Account.

The Self-Managed Account generally is funded, in accordance with Program
rules established by State Street, through the Base Plan, which is defined as
all Investment Options, including the Equitable Real Estate Account, but
excluding the Self-Managed Account. To establish a Self-Managed Account, an
Employer must transfer initially a minimum of $2,500 from the Employer's Base
Plan to the Self-Managed Account, provided that the Employer must at all times
maintain in the Employer's Base Plan the greater of $1,000 and 5% of the
Employer's entire account balance (including for purposes of the 5%
calculation the assets in the Employer's Self-Managed Account). After the
initial transfer, an Employer may make transfers of not less than $500 from
the Base Plan to the Self-Managed Account. No transfer from the Base Plan will
be permitted to the extent that such transfer would cause the Employer's Base
Plan to fall below the required minimum. Satisfaction of the requirement for
maintenance of a minimum account balance of an Employer's Base Plan described
above will be based on the most recent valuations of the Investment Options,
which are daily except for the Self-Managed Account, which is monthly. If the
value of an Employer's Base Plan falls below the greater of $1,000 or 5% of
the Employer's Plan balances in all Investment Options (including, for
purposes of the 5% calculation the assets in the Employer's Self-Managed
Account) the Employer will not be permitted to transfer assets to the Self-
Managed Account until the required minimum in the Employer's Base Plan is
again met.

Additionally, at the discretion of the Trustee, a Self-Managed Account may
be funded through in-kind transfers from other tax-qualified retirement plans.
The foregoing account balance minimums and transfer restrictions with regard
to the Base Plan remain in effect.

ESTABLISHING A SELF-MANAGED ACCOUNT FOR PARTICIPANTS, EMPLOYERS OR PLAN
TRUSTEES UNDER AN INDIVIDUALLY DESIGNED PLAN

An Eligible Investor who is either a Participant, Employer or Plan trustee
under an Individually Designed Plan may establish a Self-Managed Account by
completing a Self-Managed Account Application (and a Self-Managed Account
Employee Enrollment Form, in the case of an Eligible Investor who is an
Employer or Plan trustee), which may be obtained by calling (800) 348-2272.
Once the requisite forms have been properly completed and returned to State
Street, the Eligible Investor will receive confirmation of the establishment
of a brokerage account with State Street Brokerage. The brokerage account will
be used to effect transactions in securities for the Self-Managed Account.

45
<PAGE>

the required minimum. For an Eligible Investor who is a Participant, all
transfers to a Self-Managed Account from the Base Plan will be made pro-rata
from the various contribution accounts established on behalf of such Eligible
Investor under the Base Plan. Separate contribution accounts are established on
behalf of each Participant for Employer contributions, 401(k) non-elective
contributions, matching contributions, 401(k) elective salary deferral
contributions, voluntary after-tax contributions, or rollover contributions, as
the case may be.

Satisfaction of the requirement for maintenance of a minimum account balance
of an Eligible Investor's Base Plan described above will be based on the most
recent valuations of the Investment Options, which are daily except for the
Self-Managed Account, which is monthly. If the value of an Eligible Investor's
Base Plan falls below the greater of $1,000 and 5% of the Eligible Investor's
aggregate account balances in all Investment Options (including for purposes of
the 5% calculation the assets in the Eligible Investor's Self-Managed Account),
the Eligible Investor will not be permitted to transfer assets to the Self-
Managed Account until the required minimum in the Eligible Investor's Base Plan
is again met.

Additionally, at the discretion of the trustee, a Self-Managed Account may be
funded through in-kind transfers from other tax-qualified retirement plans. The
foregoing account balance minimums and transfer restrictions with regard to the
Base Plan remain in effect.

CONTRIBUTIONS, WITHDRAWALS, TRANSFERS AND DISTRIBUTIONS

Contributions may not be made directly to a Self-Managed Account; all
contributions first must be allocated to one or more of the other Investment
Options in the Collective Trust and then transferred to the Self-Managed
Account. In-service withdrawals, loans and benefit distributions from an
Eligible Investor's contribution accounts are not permitted directly from a
Self-Managed Account; assets first must be transferred from the Self-Managed
Account to one or more of the other Investment Options prior to arranging for
such a withdrawal or loan. Transfers to or from a Self-Managed Account may be
effected by calling (800) 348-2272 or by providing to State Street a Request to
Transfer Between Investment Options form. See "Transfers Between Investment
Options and Withdrawals." Similarly, withdrawals from an Individual Master Plan
established under the ABA Defined Benefit Plan are not permitted from the Self-
Managed Account for purposes of benefit distributions, and assets must first be
transferred from the Self-Managed Account to one or more of the other
Investment Options prior to arranging for benefit distributions.

Notwithstanding the foregoing, an Eligible Investor who is a participant of
the ABA Retirement Plan may arrange for an in-kind distribution of securities
held in the Participant's Self-Managed Account upon the Participant's
retirement, disability, death or termination of employment, as authorized by
the Employer and subject to rules and procedures established from time to time
by State Street. In-kind distributions from an Employer's Self-Managed Account
relating to a Plan established under the ABA Defined Benefit Plan are not
available other than upon withdrawal of such Employer's Plan from the Program.
In-kind distributions from an Eligible Investor's Self-Managed Account relating
to an Individually Designed Plan are governed by the terms of the individual
plan document.

All transfers from a Self-Managed Account to any other Investment Option must
be made pro-rata based on the allocation in each of the Participant's
contribution accounts in the Self-Managed Account.

THIRD PARTY TRADE AUTHORIZATION

State Street permits Eligible Investors to authorize a third party
"Investment Manager," as defined in section 3(38) of ERISA, to trade the
Eligible Investor's Self-Managed Account. An Eligible Investor may authorize
such an investment manager by completing, along with the Investment Manager, a
State Street Brokerage Trading Authorization Form, which may be obtained by
calling

46
<PAGE>

(800) 348-2272. By executing and providing to State Street Brokerage a State
Street Brokerage Trading Authorization Form, the Eligible Investor ratifies and
confirms any and all transactions made on the Eligible Investor's behalf by the
authorized Investment Manager for the Eligible Investor's Self-Managed Account,
and the Investment Manager acknowledges that he/she is a fiduciary with respect
to such Account. Such trading authorization shall remain in full force and
effect until revoked by the Eligible Investor by a written notice delivered to
State Street Brokerage. The Investment Manager shall have the full discretion,
power, and authority to sell, purchase, exchange, convert, tender, trade or
otherwise acquire or dispose of stocks, bonds, and any other securities related
to the Eligible Investor's Self-Managed Account, in accordance with the terms
and conditions for the Eligible Investor's account and risk in the Eligible
Investor's name and/or number on State Street Brokerage's books.

The Eligible Investor establishing and authorizing an Investment Manager to
trade the Eligible Investor's Self-Managed Account retains the sole
responsibility for all investment decisions relating to the purchase or sale of
securities through a Self-Managed Account. Neither State Street, nor State
Street Brokerage, nor any representative of State Street or State Street
Brokerage may offer investment advice to the Eligible Investor.

ADDITIONAL INFORMATION

An Eligible Investor with a Self-Managed Account will receive:

. a confirmation notice of each securities transaction

. notification of all optional corporate actions, including, but not
limited to, tenders and calls

. proxy material and all other corporate communications intended for the
shareholders of the securities in the Self-Managed Account

. monthly statements showing transaction history and end-of-month portfolio
positions, for months in which there is portfolio activity

. quarterly statements for inactive accounts

An Investment Manager of an Eligible Investor's Self-Managed Account may
request to receive:

. a duplicate confirmation notice of each securities transaction

. duplicate monthly statements showing transaction history and end-of-month
portfolio positions

Fees applicable to a Self-Managed Account are set forth in "Deductions and
Fees."

PERMISSIBLE INVESTMENTS

An Eligible Investor may invest through the Self-Managed Account in a wide
variety of publicly traded debt and equity securities, including U.S.
Government Obligations, corporate bonds, and equity securities listed on the
New York Stock Exchange, American Stock Exchange or many regional exchanges, or
included for quotation on the Nasdaq National Market. In addition, an Eligible
Investor may invest through a Self-Managed Account in shares of many mutual
funds. A State Street Brokerage representative will tell you whether investment
in a particular mutual fund is available under the Self-Managed Account.

The following investments cannot be made by the Self-Managed Account:

. tax-exempt mutual funds and unit investment trusts

. tax-exempt bonds

. options, futures and commodity contracts

. private limited partnerships

47
<PAGE>

. foreign securities, except exchange-listed ADRs

. commercial paper

. bank investments (including certificates of deposit, treasury deposits,
bankers acceptances and bank investment contracts)

. insurance investments or insurance investment funds

. physical assets (such as coins, art, jewelry, and similar property)

INVESTMENT THROUGH THE SELF-MANAGED ACCOUNT

To transfer funds from the Base Plan to a Self-Managed Account, the Eligible
Investor should first call (800) 348-2272 and speak with a State Street
customer service representative who will process the transfer of funds to the
Self-Managed account. Transfer instructions received prior to 3:00 p.m. Eastern
time on a Business Day will be effective as of the close of business on the
date of receipt. Any transfer requests received after 3:00 p.m. Eastern time
will be effective as of the close of business on the following Business Day.
Amounts to be transferred to a Self-Managed Account will be withdrawn from an
Eligible Investor's Base Plan contribution accounts or the Base Plan of the
Employer's Plan. Such withdrawn amounts will be available for investment the
Business Day following the effective date of the transfer. Receipt and
execution of instructions from Eligible Investors are subject to the same rules
applicable to other Investment Options. See "Transfers Between Investment
Options and Withdrawals" and "Contributions and Investment Selection--
Allocation Instructions." No order to purchase securities shall be accepted or
executed unless an account has been properly established and there are
sufficient funds in the Self-Managed Account to pay for the securities.

To execute a purchase or a sale of securities in a Self-Managed Account, an
Eligible Investor or his/her authorized Investment Manager should call State
Street Brokerage and speak with a State Street Brokerage representative at
(800) 892-4514. Orders for the purchase of securities of a specific dollar
amount or share amount are permissible provided the value of the order is less
than or equal to the available funds in the Self-Managed Account. All
instructions will be provided to the State Street Brokerage representative by
telephone and all conversations will be recorded. Market orders, buy-limit day
orders and sell-limit day orders are permitted. However, the following
transactions are prohibited:

. purchases on margin

. short sales

The Eligible Investor establishing and directing the investment of the Self-
Managed Account has responsibility for all investment decisions relating to the
purchase or sale of securities through a Self-Managed Account. Neither State
Street nor State Street Brokerage, nor any representative of State Street or
State Street Brokerage may offer investment advice to the Eligible Investor.

Cash held in the Self-Managed Account of an Eligible Investor that is derived
from any sales for the account, or from dividends or interest received with
respect to securities (except for mutual fund shares) held in the account will
be deposited at the end of each Business Day in a money market fund (the "Sweep
Account"). The Sweep Account will be the SSgA Money Market Fund. Other short-
term investment funds may be made available as a Sweep Account as disclosed
from time to time to the Employer by State Street. Dividends and interest
earned from mutual fund shares will be reinvested in the respective mutual fund
generating such income unless prohibited by the fund. In the case of transfers
from other Investment Options to the Self-Managed Account, cash will be
transferred to the Sweep Account. Cash deposited in the Sweep Account will
remain invested therein unless and until otherwise directed by the Eligible
Investor. The Eligible Investor establishing and directing the investment of
the Self-Managed Account must provide specific directions pursuant to normal

48
<PAGE>

procedures to transfer some or all of the amount held in the Sweep Account to
other investments in the Self-Managed Account or to any other Investment
Option. Assets held in the Sweep Account may be expected to yield a money
market rate of return.

INSURANCE INVESTMENT CONTRACTS

Whenever made available by State Street, Investors may allocate assets to
Insurance Investment Contracts issued by insurance companies pursuant to which
the insurance company agrees to pay to the purchaser, upon the maturity of the
Insurance Investment Contract, the principal amount of the Insurance Investment
Contract plus interest accrued during the term of the Insurance Investment
Contract. The Insurance Investment Contracts are not registered under the
Securities Act and are described in this Prospectus for information purposes
only.

If available, State Street will select one or more insurance companies to
issue Insurance Investment Contracts to the ABA Members Trusts on behalf of
Investors that elect to invest in such Insurance Investment Contracts during a
designated investment period (the "Investment Period"). Each Investor that
elects to invest in an Insurance Investment Contract during the Investment
Period will be credited with a pro rata share of each Insurance Investment
Contract (of equal maturity) issued under the Program at the end of such
Investment Period.

Interest on each Insurance Investment Contract accrues for the full term of
the Insurance Investment Contract at the fixed rate in effect on the Business
Day the assets are credited to the Insurance Investment Contract. The interest
rates for Insurance Investment Contracts are expressed as effective annual
rates, reflecting daily compounding, but before deduction of fees and expenses,
which vary in relation to aggregate Program assets. See "Deductions and Fees."
The insurance company issuing each Insurance Investment Contract will be
obligated to repay the amount of all contributions by Investors and the
interest credited thereon. At the time an Insurance Investment Contract is
purchased, the issuing insurance company will be rated in either of the two
highest rating categories by at least two NRSROs, at least one of which must be
Moody's or S&P. No federal agency or insurance fund guarantees repayment of
principal and interest on Insurance Investment Contracts upon the default of
the issuing insurance company.

New Insurance Investment Contract rates are established prior to each
Investment Period and are available for the entire Investment Period. Interest
accrues from the day after a contribution is credited, or an amount is
transferred from another Investment Option, through the maturity date of the
Insurance Investment Contract. At maturity, the amount accumulated will
automatically be transferred to the Stable Asset Return Fund or such other Fund
as is designated by the Employer in the participation agreement or by notice,
unless the Investor provides other instructions. The identity of the Insurance
Investment Contract issuers for the current Investment Period and current
Insurance Investment Contract rates may be obtained by calling (800) 348-2272.

An Insurance Investment Contract is a general obligation of an insurance
company. Therefore, the financial risk associated with the interests in
Insurance Investment Contracts held by an Investor depends on the ongoing
financial condition of the insurance company or companies that issued Insurance
Investment Contracts. Although the Insurance Investment Contracts available
under the Program are issued by highly rated insurance companies, the financial
condition of the issuers may vary during the life of the Insurance Investment
Contracts and assets generally may not be withdrawn prior to maturity.

TRANSFERS. Transfers may not be made from one Insurance Investment Contract
prior to maturity to another or from an Insurance Investment Contract to
another Investment Option.

49
<PAGE>

Assets invested in an Insurance Investment Contract generally may not be
withdrawn from the Insurance Investment Contract at the time the Plan under
which the Insurance Investment Contract investment was made ceases to
participate in the Program. In such a case, an Investor's interest in an
Insurance Investment Contract will continue to be held by State Street as
custodian on behalf of the Plan until the Insurance Investment Contract matures
or the assets invested in the Insurance Investment Contract are withdrawn
pursuant to a permitted withdrawal. See "--Withdrawals." State Street will
receive a fee from the Plan for administrative services it provides in
connection with the custody of any such Insurance Investment Contract.

WITHDRAWALS. Withdrawals from an Insurance Investment Contract generally are
not permitted prior to maturity. However, assets may be withdrawn from an
Insurance Investment Contract prior to its maturity if benefit payments are to
be made from the Plan because of one of the following events:

. the Participant terminates employment with the Employer, including
retirement;

. the Participant becomes disabled (as defined in the Plan);

. the Participant attains age 70 1/2; or

. the Participant dies.

MATURING INSURANCE INVESTMENT CONTRACTS. An Investor may allocate the assets
of maturing Insurance Investment Contracts among Investment Options by
providing State Street with a Change of Investment Allocation form. An Investor
may also provide allocation instructions to a customer service representative
by calling (800) 348-2272. The Change of Investor Allocation form must be
received by State Street from the Employer. The maturity date of each Insurance
Investment Contract of an Investor is reported on the quarterly maturity
schedule. An Investor may allocate the assets of maturing Insurance Investment
Contracts in whole percentages or whole dollar amounts among any number of
Investment Options and may allocate the assets of Insurance Investment
Contracts attributable to employer contributions in different percentages than
the assets of Insurance Investment Contracts attributable to employee
contributions. Allocation instructions remain in effect for all Insurance
Investment Contracts that mature before State Street receives new allocation
instructions related to maturing Insurance Investment Contracts. State Street
must receive allocation instructions with respect to a maturing Insurance
Investment Contract before the maturity date of the Insurance Investment
Contract in order for it to be effective for that particular Insurance
Investment Contract. If an Investor allocates a maturing Insurance Investment
Contract to a new Insurance Investment Contract, if available, the new
Insurance Investment Contract rate will be the rate available on the date the
original Insurance Investment Contract matures. If an Investor does not provide
allocation instructions with respect to a maturing Insurance Investment
Contract, amounts released upon the maturity of the Insurance Investment
Contract will be allocated to the Stable Asset Return Fund or such other Fund
as may be designated by the Employer in the participation agreement or by
notice. An Investor may then transfer these amounts to any Investment Option.

EQUITABLE REAL ESTATE ACCOUNT

Certain assets contributed to the Program prior to January 1, 1992 are held
by Equitable Life in the Equitable Real Estate Account. Such assets will remain
invested in this account until they are transferred to another Investment
Option available under the Program. Restrictions apply to withdrawals and
transfers from the Equitable Real Estate Account that may delay a withdrawal or
transfer for a significant period of time following a withdrawal or transfer
request. No transfers or contributions to the Equitable Real Estate Account are
permitted.

50
<PAGE>

State Street has no control over the management of assets held by Equitable
Life and is not responsible for the investment of such assets or Equitable
Life's performance of its obligations under the Program with respect to such
assets. State Street, however, maintains the recordkeeping on the sale of such
account and provides notice to Investors, when appropriate. Interests in the
Equitable Real Estate Account are not registered under the Securities Act and
are described in this Prospectus for information purposes only. Information
relating to assets held in the Equitable Real Estate Account may be obtained by
writing or calling State Street. See "Contributions and Investment Selection--
Additional Information."

TRANSFERS BETWEEN INVESTMENT OPTIONS AND WITHDRAWALS

Investors may direct State Street to transfer amounts between Investment
Options at any time, subject to the terms and restrictions applicable to each
Investment Option. A specified whole percentage, whole dollar amount or the
total investment in an Investment Option may be transferred. Transfers will be
made on the day State Street receives properly authorized instructions from the
Investor, provided that such instructions are received not later than 3:00 p.m.
Eastern time on a Business Day. Transfer requests received after that hour will
be made on the next Business Day. Transfers involving Funds are effected based
upon the relative Unit Values of the Funds, as determined at the close of the
regular trading session of the New York Stock Exchange on the effective date of
the transfer. There is no fee for transfers between Investment Options.

The Equitable Real Estate Account contains certain transfer restrictions that
may delay a withdrawal or transfer for a significant period of time following a
withdrawal or transfer request. No transfers to the Equitable Real Estate
Account are permitted. Additional information relating to the Equitable Real
Estate Account may be obtained by writing or calling State Street.

Investors may request telephone transfer service either via the Voice
Response Unit ("VRU") or through a customer service representative. Investors
should call (800) 348-2272 in order to make telephone transfers. ALL TELEPHONE
TRANSFER INSTRUCTIONS ARE RECORDED. BY AUTHORIZING TELEPHONE TRANSFERS, THE
INVESTOR CONSENTS TO SUCH RECORDING. State Street will accept telephone
transfer instructions from any person who provides the correct identifying
information. Consequently, this service may entail additional risks. State
Street reserves the right, subject to the approval of ABRA, to cancel telephone
transfer services at any time without advance notice to Investors. Investors
may also complete a Request to Transfer Between Investment Options form, which
should be sent by the Employer to State Street Bank and Trust Company, P.O. Box
9109, Boston, Massachusetts 02209-9109.

State Street reserves the right to suspend withdrawals or transfers to or
from any Fund, portfolio of the Structured Portfolio Service or Self-Managed
Account at any time during which any market or stock exchange on which a
significant portion of the investments of a Fund, Structured Portfolio Service
or Self-Managed Account are quoted is closed (other than for ordinary holidays)
or during which dealings thereon are restricted or suspended. In addition,
State Street reserves the right to suspend withdrawals or transfers to or from
any Fund at any time during which (a) there exists any state of affairs, which,
in the reasonable opinion of State Street, constitutes an emergency as a result
of which disposition of the assets of a Fund would not be reasonably
practicable or would be seriously prejudicial to the holders of Units of a
Fund, (b) there has been a breakdown in the means of communication normally
employed in determining the price or value of any of the investments of a Fund,
or of current prices on any stock exchange on which a significant portion of
the investment of such a Fund are quoted, or when for any reason the prices or
values of any investments owned by such Fund cannot reasonably be promptly and
accurately ascertained, or (c) the transfer of funds involved in the
realization or acquisition of any investment cannot, in the reasonable opinion
of State Street, be effected at normal rates of exchange. In addition,
transfers and withdrawals from the Stable

51
<PAGE>

Asset Return Fund may be suspended or limited temporarily in the event that the
amount of liquid assets in the Stable Asset Return Fund are insufficient to
satisfy all withdrawal or transfer requests.

With respect to the Stable Asset Return Fund, State Street will utilize a
tiered liquidity structure in the following sequence to satisfy withdrawal and
transfer requests: cash flows (contributions, transfers-in, maturities and
interests); and sales of Short-Term Investment Products. In the unlikely event
that the amount of liquid assets held by the Stable Asset Return Fund is
insufficient to satisfy all withdrawal and transfer requests immediately, State
Street may be forced to limit or suspend withdrawals and transfers from the
Stable Asset Return Fund. In such cases, withdrawals by Investors from the
Program because of death, disability, retirement or termination of employment
will be given priority and will be honored from available liquid assets,
including the benefit responsive features of the Investment Contracts, in the
order in which withdrawal instructions were received by State Street. Subject
to any applicable legal requirements, after all such withdrawals have been
effected, transfers to other allowable Investment Options will be honored from
available liquid assets in the order that transfer instructions were received
by State Street. The length of any suspension or limitation on withdrawals or
transfers could vary and would depend, on the one hand, on the aggregate amount
of assets that Investors have requested to withdraw or transfer and, on the
other hand, on the rate at which assets become available for withdrawal or
transfer through the exercise of permitted withdrawal rights under the
Investment Contracts and through the maturity of Investment Contracts and the
rate at which additional moneys are contributed to the Stable Asset Return Fund
by Investors.

THE PROGRAM

The Program is sponsored by ABRA, an Illinois not-for-profit corporation
organized by the ABA to sponsor retirement programs for self-employed
individuals and employers who are members or associates of the ABA or certain
affiliated organizations. The Program is a comprehensive retirement program
that provides employers who adopt the Program with tax-qualified employee
retirement plans, a variety of Investment Options and related recordkeeping and
administrative services.

ELIGIBILITY

Sole practitioners, partnerships and professional corporations engaged in the
practice of law may adopt the Program if they or at least one of their partners
or shareholders, as the case may be, is a member or associate of the ABA or of
a state or local bar association that is represented in the ABA's House of
Delegates. These bar associations may also adopt the Program for their own
employees subject to certain limitations imposed by the Internal Revenue Code.
An organization that is not engaged in the practice of law may also be eligible
to adopt the Program if it is closely associated with the legal profession,
receives the approval of ABRA, and has, as an owner or a member of its
governing board, a member or associate of the ABA. State Street's retirement
program specialists are available to help individuals and organizations
determine whether they are eligible to adopt the Program.

ABA MEMBERS TRUSTS

Assets contributed under the Program are held in the ABA Members Trusts.
Assets contributed to the ABA Members Trusts are invested in the Investment
Options available under the Program in accordance with the instructions of
Investors. Assets invested through Individual Master Plans adopted under the
ABA Members Plans are held under the Master Trust and assets invested through
Individually Designed Plans are held under the Pooled Trust. In accordance with
the Plans, assets of the ABA Members Trusts are held for the benefit of the
Participants. The ABA Members Trusts have been determined by the Internal
Revenue Service (the "IRS") to be tax-exempt trusts under section 501(a) of the
Internal Revenue Code.

52
<PAGE>

ADOPTION OF PROGRAM

Eligible Employers who elect to participate in the Program may do so either
through their own Individually Designed Plans or by adopting one or both of two
ABA Members Plans sponsored by ABRA. The ABA Members Plans are master plans
designed to allow Eligible Employers to establish and maintain Individual
Master Plans that are qualified under section 401(a) of the Internal Revenue
Code.

Under the ABA Retirement Plan, an Eligible Employer may adopt a profit
sharing plan, a money purchase pension plan or a target benefit plan. The
available forms of the ABA Members Plans have been determined by the IRS to be
qualified under section 401(a) of the Internal Revenue Code for use by
employers for the benefit of their employees.

To adopt either the ABA Defined Benefit Plan or the ABA Retirement Plan, an
Eligible Employer must complete and execute a participation agreement. The
participation agreement contains the basic features that must be considered in
designing an appropriate Individual Master Plan under the Program and effects
the Eligible Employer's adoption of the Master Trust to hold assets of the
Individual Master Plan. State Street's retirement program specialists will
assist Eligible Employers in the preparation of a participation agreement.
However, State Street is not authorized to give tax or legal advice and
Eligible Employers should consult with their tax advisor prior to executing a
participation agreement. Depending on the form of participation agreement
adopted by an Eligible Employer and the other retirement plans, if any,
maintained by the Eligible Employer, it may be necessary to apply to the IRS
for a determination of the qualified status of the Individual Master Plan as
adopted by the Eligible Employer.

An Eligible Employer that maintains an Individually Designed Plan that is
qualified under section 401(a) of the Internal Revenue Code may also
participate in the Program and make use of the Investment Options available
under the Program by causing a participation agreement for the Pooled Trust to
be executed by the trustee of the Individually Designed Plan. Such trustee must
demonstrate to State Street that the participating trust is exempt from tax
under section 501(a) of the Internal Revenue Code and that the related
Individually Designed Plan is qualified under section 401(a) of the Internal
Revenue Code. State Street's retirement program specialists will assist in
preparation of a participation agreement. However, State Street is not
authorized to give tax or legal advice and Eligible Employers and the trustees
of an Individually Designed Plan should consult with their tax advisor prior to
executing a participation agreement.

For copies of the appropriate participation agreements and further
information concerning the steps to be taken to adopt the Program, call State
Street at (800) 826-8901 between 9:00 a.m. and 5:00 p.m. Eastern time or write
to State Street Bank and Trust Company, P.O. Box 2236, Boston, Massachusetts
02209-2236.

53
<PAGE>

STATE STREET

State Street provides certain administrative and recordkeeping services
required by the Program. As trustee of the Collective Trust, State Street is
responsible for the operation and management of Funds under the Collective
Trust. State Street also acts as the sole trustee of each of the ABA Members
Trusts, and at certain times arranges to make available Insurance Investment
Contracts as Investment Options under the Program.

State Street's principal offices are located at 225 Franklin Street, Boston,
Massachusetts 02110. State Street is a wholly-owned subsidiary of State Street
Boston Corporation, a Massachusetts corporation and a holding company
registered under the Federal Bank Holding Company Act of 1956. State Street is
a highly capitalized Massachusetts trust company, and as of the year ending
December 31, 1996, State Street and its affiliates had a total risk-based
capital ratio of 13.6%, which is far in excess of applicable regulatory
requirements. As of December 31, 1996, State Street together with its
affiliates had over $2.9 trillion of assets in trust or under custody and had
over $292 billion of assets under management. State Street together with its
affiliates is the largest mutual fund custodian in the world, the largest
master trust custodian bank and the largest custodian of international/global
assets for U.S. pension funds.

The following is a biographical summary of the experience of each of the
officers of the Collective Trust:

JAMES S. PHALEN. Mr. Phalen is the President and Chief Executive Officer
of the Collective Trust and Executive Vice President and Division Head of
Retirement Investment Services, a part of State Street Global Advisors, a
division of State Street. From June 1989 to August 1992 Mr. Phalen, age 46,
served as the President of Boston Financial Data Services, a subsidiary of
State Street. Mr. Phalen also serves as a director of Wellspring Resources
LLP.

NANCY P. ANTIN. Ms. Antin is the Vice President and Chief Financial
Officer of the Collective Trust, a Vice President of State Street and the
Director of ABRA Program Services. From January 1994 to June 1995, Ms.
Antin, age 37, was Vice President of ABRA Marketing and Client Services.
From June 1991 to January 1994, Ms. Antin was the Assistant Vice president
of ABRA Client Services. Prior to coming to State Street, Ms. Antin was
employed by IBM in Marketing and Administrative Management.

SUSAN C. DANIELS. Ms. Daniels is the Treasurer and Chief Accounting
Officer of the Collective Trust and a Vice President of State Street for
ABRA Program Services, Retirement Investment Services, a part of State
Street Global Advisors, a division of State Street. Prior to joining State
Street, Ms. Daniels, age 39, was Vice President of Internal Control and
Compliance at First Data Investor Services Group. From April 1990 to
November 1993, Ms. Daniels was Director of Internal Audit at Boston
Financial Data Services, a subsidiary of State Street.

AMERICAN BAR RETIREMENT ASSOCIATION

As sponsor of the Program, ABRA is responsible for the design of the
Program, the maintenance of the ABA Members Plans and the ABA Members Trusts,
and the designation of investment options to be made available under the
Program. Pursuant to an agreement between ABRA and State Street, as of January
1, 1992, ABRA has engaged State Street to provide administrative and
investment services and to make the Investment Options available under the
Program for a seven-year term. ABRA may terminate its agreement with State
Street prior to the end of its term in certain circumstances, including
failure by State Street to satisfy certain service standards or standards
regarding its financial condition. ABRA has also appointed State Street as
trustee of each of the ABA Members Trusts.

54
<PAGE>

ABRA retains the right to make recommendations to State Street regarding the
addition or deletion of Funds as Investment Options. ABRA, with or without the
assistance of a consultant, will monitor the performance of State Street and
its Investment Advisors and may make recommendations to State Street regarding
the engagement and termination of Investment Advisors. State Street is required
to give full good faith consideration to all such recommendations from ABRA,
although State Street retains exclusive management and control over Funds and
Investment Advisors. ABRA has certain rights to direct State Street to
establish or terminate Investment Options that are not Funds. In specified
cases when State Street fails to satisfy minimum investment performance
standards, ABRA also has certain additional rights to discontinue a Fund as an
Investment Option or to direct the establishment of another Investment Option
that is not a Fund.

State Street and ABRA have reviewed and negotiated the terms and conditions
of the documents establishing the respective rights and obligations of the
parties, including fees payable in connection with the Program. ABRA will
monitor State Street's administration and marketing of the Program and will
approve the hiring by State Street of certain other major service providers,
such as actuaries.

CONTRIBUTIONS AND INVESTMENT SELECTION

CONTRIBUTIONS

The Investor is responsible for allocating the assets of the Plan among the
Investment Options. The Investor may be either the Participant, the Employer or
the Plan trustee depending on the terms of the Plan. In the case of the ABA
Retirement Plan, the Participant is the Investor and, generally, in the case of
the ABA Defined Benefit Plan, the Employer is the Investor. However, with
respect to certain prior plan accounts under the ABA Defined Benefit Plan, the
Participant is the Investor. In the case of an Individually Designed Plan, the
Participant, Employer or Plan trustee may be the Investor. Employee-Investors
may not send contributions directly to State Street, but should direct all
contributions through their Employer. Contributions may be made by check or
money order payable to "State Street Bank and Trust Company, Trustee" and
should be sent to State Street Bank and Trust Company, P.O. Box 9109, Boston,
Massachusetts 02209-9109. Contributions sent by registered or certified mail
and items sent by overnight delivery services that do not deliver to post
office boxes should be sent to State Street Bank and Trust Company, ABRA
Program Services, Batterymarch Park III, 3 Pine Hill Drive, Quincy,
Massachusetts 02169. Employers who wish to transmit contributions to State
Street by wire transfer should provide wire notification and a contribution
remittance form to State Street at least two Business Days before funds are
wired.

All contributions must be received by State Street from the Employer within
the time specified by applicable law and must be accompanied by proper
instructions as to the allocation of such contributions to Participants'
individual accounts or the Plan account.

Contributions are credited on the day of receipt if they are accompanied or
preceded by proper allocation instructions and are received by 3:00 p.m.
Eastern time on a Business Day. Contributions received after that time will be
credited on the following Business Day. Remittance of a contribution which
State Street believes to be incorrect or failure to provide instructions as to
the particular Investor account to which a contribution should be deposited may
result in a delay in crediting contributions.

Contributions allocated to Funds or to any of the portfolios of the
Structured Portfolio Service are used to purchase Units in those Funds or in
the portfolios of the Structured Portfolio Service at the Unit Values of the
Fund or the portfolios of the Structured Portfolio Service, calculated as of
the close of the regular trading session of the New York Stock Exchange on the
Business Day on which the contributions are credited. Contributions allocated
to Insurance Investment Contracts begin to accrue interest on the day the
carrier begins to credit interest. Contributions may not be made directly to
the Self-Managed Account.

55
<PAGE>

ALLOCATION INSTRUCTIONS

Investors must provide instructions relating to contributions, assets of
maturing Insurance Investment Contracts and assets transferred from the
Equitable Real Estate Account either via the VRU or by completing the
appropriate allocation instruction form. All allocation instruction forms
should be sent by the Employer to State Street Bank and Trust Company, P.O.
Box 9109, Boston, Massachusetts 02209-9109. If State Street has received
notice satisfactory to it that there is no Employer to forward such
instructions, State Street may accept such instructions directly from non-
Employer Investors. Investment instructions sent by registered or certified
mail and items sent by overnight delivery services that do not deliver to post
office boxes should be sent to State Street Bank and Trust Company, ABRA
Program Services, Batterymarch Park III, 3 Pine Hill Drive, Quincy,
Massachusetts 02169.

Investors may allocate contributions in whole percentages among any number
of Investment Options and may direct the allocation of employer contributions
in different percentages than employee contributions. Investment percentages
elected for employer contributions will apply to profit sharing, pension plan
and rollover contributions. If a Plan includes a 401(k) feature, the
investment percentages elected for employer contributions will also apply to
401(k) qualified non-elective contributions and all matching contributions.
Contributions may not be allocated directly to a Self-Managed Account, but
must first be allocated to one or more of the other available Investment
Options in the Collective Trust and then transferred to a Self-Managed
Account. See "Self-Managed Accounts." The allocation percentages elected for
employee contributions will automatically apply to both voluntary after-tax
contributions and 401(k) salary deferral contributions. Investors should make
sure that the percentages requested add up to 100% for each type of
contribution. To the extent that State Street does not receive what it
considers proper allocation instructions or if such instructions are unclear
or ambiguous, State Street will endeavor to obtain a clarification or
correction of the instructions. To the extent State Street has not received
allocation instructions for either employer or employee contributions, State
Street will allocate the assets to the Stable Asset Return Fund or to such
other Fund as may be designated by the Employer in the participation agreement
or by notice. If transfers are required upon the maturity of Insurance
Investment Contracts or for any other reason and State Street has not received
allocation instructions, State Street will allocate the assets to be
transferred to the Stable Asset Return Fund or to such other Fund as may be
designated by the Employer in the participation agreement or by notice.

To change allocation instructions, Investors should complete the change of
investment allocation form indicating new investment allocation instructions
in whole percentages, which should then be forwarded by the Employer to State
Street at the appropriate address set forth above or Investors may change such
allocations via the VRU. Instructions become effective on the date of receipt,
provided that State Street receives them by 3:00 p.m. Eastern time on a
Business Day. Investment allocation instructions received after that time will
become effective on the following Business Day. Investment allocation
instructions remain in effect until State Street receives a subsequent request
to change investment allocations.

ADDITIONAL INFORMATION

Persons who are already Investors, Employers or Participants may obtain
administrative and investment forms or information relating to assets held in
the Equitable Real Estate Account or additional information by calling State
Street at (800) 348-2272 between 9:00 a.m. and 8:00 p.m Eastern time or by
writing to State Street Bank and Trust Company, P.O. Box 9109, Boston,
Massachusetts 02209-9109. Participants may also obtain such forms from their
Employers.

A recorded message providing current account information can be obtained by
calling State Street at (800) 348-2272.

56
<PAGE>

DEDUCTIONS AND FEES

Under the Program, certain fees are determined based upon a fixed percentage
of all assets in the Program or all assets in specified Investment Options.
Except as described below with respect to the Structured Portfolio Service
fee, these fees are charged to the appropriate Investment Option and paid as
an operating expense thereof. Other fees are charged at a fixed dollar amount
on a per-Participant, per-Plan, or per-transaction basis and are paid by the
Employer or the Participant, as the case may be, through the withdrawal of
assets from the Program. Such withdrawals for the purpose of paying fixed
dollar fees are made in accordance with the following sequence (the
"Withdrawal Sequence"): first, from the Stable Asset Return Fund, next from
the Bond Fund, next from the Index Fund, next from the Value Equity Fund, next
from the Growth Equity Fund, next from the Balanced Fund, next from the
Aggressive Equity Fund, next from the International Equity Fund, next from the
Structured Portfolio Service, next from Insurance Investment Contracts (with
amounts being deducted first from the most recently purchased Insurance
Investment Contract), and finally from the Self-Managed Account.

State Street Brokerage is authorized to cause securities or other assets in
the Self-Managed Account to be sold or redeemed to satisfy any charges,
deductions or fees due from an Eligible Investor's Self-Managed Account which
may be necessary or for which the assets in the Eligible Investor's Base Plan
are insufficient. Such sales or redemptions are made first from the Eligible
Investor's balance in the Sweep Account, if any, and then by sales or
redemption of securities most recently purchased by the Eligible Investor's
Self-Managed Account. The fees described below may be changed at any time upon
the mutual consent of State Street and ABRA.

PROGRAM EXPENSE FEE

A fee is paid to State Street and ABRA based upon the combined value of
Program assets in the Investment Options (including the Self-Managed Account)
and the Equitable Real Estate Account. In all instances, the fee is accrued
daily and paid monthly. For all Investment Options other than the Self-Managed
Account, the fee is paid directly from the assets of the Funds or as a
deduction from amounts accruing on the Insurance Investment Contracts and the
Equitable Real Estate Account. With respect to the Self-Managed Account, the
program expense fee is paid from the Investment Options in accordance with the
Withdrawal Sequence.

Benefit payments under the Program generally are made by check. Within five
Business Days before the check is payable, funds for the payment of benefits
are transferred to a non-interest bearing account with State Street. There is
no separate fee charged for benefit payments; rather, State Street retains any
earnings attributable to outstanding benefit checks and this has been taken
into account in setting State Street's fees under the Program.

All fees are determined at the following annual rates:

<TABLE>
<CAPTION>
VALUE OF RATE FOR
PROGRAM ASSETS STATE STREET
-------------- ------------
<S> <C>
First $500 million............................................ .564%
Next $850 million............................................. .40
Next $1.15 billion............................................ .25
Next $1.5 billion............................................. .175
Over $4.0 billion............................................. .15
<CAPTION>
VALUE OF RATE
PROGRAM ASSETS FOR ABRA
-------------- ------------
<S> <C>
First $500 million............................................ .075%
Next $850 million............................................. .065
Next $1.15 billion............................................ .035
Next $1.5 billion............................................. .025
Over $4.0 billion............................................. .015
</TABLE>

57
<PAGE>

TRUSTEE, MANAGEMENT AND ADMINISTRATION FEES

A fee is paid to State Street for its management, administration and custody
of the assets in the Investment Options (other than Self-Managed Accounts).
This fee is accrued on a daily basis and paid monthly from the assets of the
Funds or as a deduction from amounts accruing on Insurance Investment
Contracts. Such trustee, management and administrative fees attributable to the
Funds held by the Structured Portfolio Service are also accrued and paid from
the Funds. Fees are payable at the following annual rates:

<TABLE>
<CAPTION>
VALUE OF ASSETS IN BALANCED FUND,
VALUE EQUITY FUND, GROWTH EQUITY FUND,
AGGRESSIVE EQUITY FUND AND
INTERNATIONAL EQUITY FUND RATE
-------------------------------------- ----
<S> <C>
First $500 million................................................. .10 %
Next $500 million.................................................. .075
Over $1.0 billion.................................................. .05
<CAPTION>
VALUE OF ASSETS
IN STABLE ASSET
RETURN FUND* RATE
--------------- ----
<S> <C>
First $750 million................................................. .20 %
Next $250 million.................................................. .10
Over $1.0 billion.................................................. .075
<CAPTION>
VALUE OF ASSETS
IN BOND FUND RATE
--------------- ----
<S> <C>
First $500 million................................................. .10 %
Next $500 million.................................................. .075
Over $1.0 billion.................................................. .05
<CAPTION>
VALUE OF ASSETS
IN INDEX FUND RATE
--------------- ----
<S> <C>
First $50 million.................................................. .20 %
Over $50 million................................................... .13
<CAPTION>
VALUE OF ASSETS
IN INSURANCE
INVESTMENT CONTRACTS* RATE
--------------------- ----
<S> <C>
First $500 million................................................. .20 %
Next $1.0 billion.................................................. .10
Over $1.5 billion.................................................. .075
</TABLE>
- --------
* For the purpose of determining the management fees charged to assets invested
in the Stable Asset Return Fund and administrative fees charged to assets
invested in Insurance Investment Contracts, the amount of the assets held in
these two Investment Options is aggregated.

STRUCTURED PORTFOLIO SERVICE FEES

Assets allocated to portfolios of the Structured Portfolio Service will be
subject to an annual service fee of .10% for the first $100 million and .05%
over $100 million of the aggregate assets allocated to any of the portfolios in
the Structured Portfolio Service. There are no other fees directly attributable
to the Structured Portfolio Service. However, the Funds in which the portfolios
of the Structured Portfolio Service will be invested will bear the Program Fees
and the Trustee, Management and Administrative Fees described above, as well as
the Investment Advisor Fees, as applicable, described below.

The annual service fee is charged directly to the Structured Portfolio
Service as an expense thereof. The fee is accrued daily and paid monthly from
the assets of the portfolios in the Structured Portfolio Service.

58
<PAGE>

SELF-MANAGED ACCOUNT FEES

Transaction fees for the purchase or sale of securities for the account of
an Eligible Investor are charged in accordance with the schedule of rates
communicated from time to time to Eligible Investors with Self-Managed
Accounts. Additionally, assets invested through a Self-Managed Account are
subject to the Program expense fee, which is currently .423%. The Program
Expense Fee allocable to the Self-Managed Account will not be deducted or
charged against the Self-Managed Account. Instead, the program expense fee for
the Self-Managed Account will be paid from the Investment Options in
accordance with the Withdrawal Sequence or paid by the Employer if so elected.

INVESTMENT ADVISOR FEE

A fee is paid to each Investment Advisor based on the value of the assets
allocated to that Investment Advisor, as set forth below. These fees are
accrued on a daily basis and paid monthly from the assets of the Funds.

<TABLE>
<CAPTION>
VALUE OF ASSETS IN
BOND FUND ALLOCATED TO PIMCO* RATE
----------------------------- -----
<S> <C>
First $25 million................................................. .50 %
Next $25 million.................................................. .375
Over $50 million.................................................. .25
<CAPTION>
VALUE OF ASSETS IN BOND FUND
ALLOCATED TO BGI* RATE
---------------------------- -----
<S> <C>
First $.5 million................................................. .60 %
Next $1.5 million................................................. .40
Next $48 million.................................................. .10
Next $25 million.................................................. .06
Over $75 million.................................................. .04
</TABLE>
- --------
* During the time that the assets of the Bond Fund and the International
Equity Fund are invested in shares of registered investment companies, no
separate investment advisory fees will be paid by the applicable Funds. Such
Funds, however, will indirectly bear their proportionate share of the
investment advisory fees and annual operating expenses payable by such
registered investment companies. See "Intermediate Bond Fund-- Investment
Advisors and Initial Investments in Registered Investment Companies," and
"International Equity Fund--Investment Advisor and Initial Investment in
Registered Investment Companies." In the most recent periods for which
information is available, the Total Return Fund paid total asset management
and administration fees of .43%, the Bond Index Fund paid total asset
management and administration fees of .23% and the T. Rowe International Fund
paid total asset management and administration fees of .88%. Such fees vary
with the amount of assets held in such registered investment companies and as
a result of changes in the underlying fee structure of such investment
companies. However, Program Fees and Trustee, Management and Administrative
Fees are paid during the time that the Funds are invested in such registered
investment companies.

59
<PAGE>

<TABLE>
<CAPTION>
VALUE OF ASSETS IN
BALANCED FUND ALLOCATED
TO LINCOLN CAPITAL RATE
----------------------- -----
<S> <C>
First $20 million.................................................. .4675%
Next $130 million.................................................. .35
Next $350 million.................................................. .25
Next $500 million.................................................. .20
Over $1000 million................................................. .15
<CAPTION>
VALUE OF ASSETS IN
BALANCED FUND ALLOCATED TO
MILLER, ANDERSON & SHERRERD RATE
--------------------------- -----
<S> <C>
First $25 million.................................................. .60 %
Next $25 million................................................... .40
Next $50 million................................................... .375
Next $100 million.................................................. .25
Over $200 million.................................................. .20
<CAPTION>
VALUE OF ASSETS IN VALUE
EQUITY FUND
ALLOCATED TO
SANFORD BERNSTEIN RATE
------------------------ -----
<S> <C>
First $10 million.................................................. .50 %
Next $10 million................................................... .40
Next $30 million................................................... .35
Next $50 million................................................... .30
Next $50 million................................................... .25
Next $50 million................................................... .225
Next $50 million................................................... .20
Next $50 million................................................... .175
Over $300 million.................................................. .15
<CAPTION>
VALUE OF ASSETS IN
GROWTH EQUITY FUND
ALLOCATED TO COLUMBUS CIRCLE RATE
---------------------------- -----
<S> <C>
First $50 million.................................................. .50 %
Next $50 million................................................... .40
Over $100 million.................................................. .30
<CAPTION>
VALUE OF ASSETS IN
GROWTH EQUITY FUND
ALLOCATED TO RCM CAPITAL RATE
------------------------ -----
<S> <C>
First $10 million.................................................. .70 %
Next $10 million................................................... .60
Next $20 million................................................... .50
Next $20 million................................................... .35
Next $40 million................................................... .30
Over $100 million.................................................. .25
</TABLE>

60
<PAGE>

<TABLE>
<CAPTION>
VALUE OF ASSETS IN
GROWTH EQUITY FUND AND
AGGRESSIVE EQUITY FUND
ALLOCATED TO CAPITAL GUARDIAN RATE
----------------------------- -----
<S> <C>
First $20 million................................................... .50 %
Next $30 million.................................................... .35
Over $50 million.................................................... .225
</TABLE>

<TABLE>
<CAPTION>
VALUE OF ASSETS IN
AGGRESSIVE EQUITY FUND
ALLOCATED TO SIT ASSOCIATES RATE
--------------------------- ------
<S> <C>
First $10 million................................................ 1.00 %
Next $10 million................................................. .70
Over $20 million................................................. .60
<CAPTION>
VALUE OF ASSETS IN
INTERNATIONAL EQUITY FUND
ALLOCATED TO PRICE-FLEMING* RATE
--------------------------- ------
<S> <C>
First $20 million................................................ .75 %
Next $30 million................................................. .60
Over $50 million................................................. .50
</TABLE>
--------
<TABLE>
<S> <C>
* See footnote on page 59
</TABLE>

ORGANIZATIONAL EXPENSES

Expenses initially incurred in connection with the organization of certain
of the Funds, including state and federal securities law registration fees,
legal and accounting fees and expenses and printing costs, totalled
approximately $1,135,000. These expenses were borne equally by the initial
Funds and were capitalized by each Fund and amortized over the period
beginning January 1992 and ending May 1996.

Expenses incurred in connection with the organization of the Stable Asset
Return Fund, the Bond Fund, the Value Equity Fund, the Index Fund, the
International Equity Fund and the Structured Portfolio Service, including
state and federal securities law registration fees, legal and accounting fees
and expenses and printing costs, totaled approximately $1,765,970. These
expenses were allocated to the Funds based on net asset value, were
capitalized by each Fund and will be amortized over the period beginning
September 1995 and ending September 1998. If a Fund should terminate prior to
the full amortization of its organizational expenses, the amount per Unit that
will be realized by Investors upon the liquidation of the Fund will be less
than the per Unit Value at the time of liquidation.

ABA RETIREMENT PLAN AND INDIVIDUALLY DESIGNED PLAN FEES

ENROLLMENT FEE. A one time enrollment fee will be charged upon the
enrollment of a Plan in the Program, a Plan's addition of a 401(k) feature or
the addition of a Participant to a Plan at the following rates:

<TABLE>
<CAPTION>
ABA RETIREMENT PLAN AND INDIVIDUALLY DESIGNED
INDIVIDUALLY DESIGNED PLANS PLANS FOR WHICH STATE
ENROLLMENT AND FOR WHICH STATE STREET STREET DOES NOT
401(K) FEES MAINTAINS PARTICIPANT RECORDS MAINTAIN PARTICIPANT RECORDS
-------------- ----------------------------- ----------------------------
<S> <C> <C>
Enrollment fee for Plan
with 401(k) feature.... $50 per Participant $25 per Plan
Enrollment fee for Plan
without 401(k) feature. $25 per Participant $25 per Plan
Fee for adding 401(k)
feature to existing
Plan under the Program. No charge No charge
</TABLE>

If these fees are not paid by the Employer, they will be deducted from
Participant account balances in accordance with the Withdrawal Sequence.

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<PAGE>

ANNUAL RECORD MAINTENANCE AND REPORT FEE. A record maintenance and report fee
of $8 per year will be charged for each Participant in a Plan for which State
Street maintains Participant records that does not have a 401(k) feature. This
fee will be $16 per year for each Participant in a Plan with a 401(k) feature.
This fee will be deducted quarterly from each Participant's account balance in
accordance with the Withdrawal Sequence.

RECHARACTERIZATION FEE. If contributions to an Individually Designed Plan
with a 401(k) feature must be recharacterized as another type of contribution,
a fee of $10 per Participant will be charged for the recharacterization and
deducted from the Participant's account balance in accordance with the
Withdrawal Sequence.

TARGET BENEFIT FEE. Each Employer establishing a target benefit plan through
adoption of the ABA Retirement Plan will be charged a set-up fee at the time
the plan is adopted. This fee covers the initial set-up cost and the first
year's payment of the administration and actuarial fee. Beginning with the
second plan year, an annual administration and actuarial fee will be charged in
addition to the fees and charges applicable to Plans adopted under the ABA
Retirement Plan. If this fee is not paid directly by the Employer, a pro rata
portion of such fee will be deducted from each Participant's account balance in
accordance with the Withdrawal Sequence. Fees charged for establishing and
maintaining a target benefit plan are identical to the ABA Defined Benefit Plan
fees described below. Additionally, an annual record maintenance and report fee
of $8 per year will be charged for each Participant in a target benefit plan,
for which State Street maintains Participant records. This fee will be deducted
quarterly from each Participant's account balance in accordance with the
Withdrawal Sequence.

ABA DEFINED BENEFIT PLAN FEES

INITIAL SETUP AND FIRST YEAR ADMINISTRATION AND ACTUARIAL FEE. Each Employer
adopting the ABA Defined Benefit Plan for 10 or fewer Participants must pay a
fee of $1,500 at the time the Plan is adopted. If the plan has from 11 to 24
Plan members, the fee is $2,500. For Plans with 25 or more Participants, State
Street will establish the amount of the fee to be charged. If this fee is not
paid directly by the Employer, such fee will be deducted from the Plan's assets
in accordance with the Withdrawal Sequence. This fee covers the initial setup
cost and the first year's payment of the administration and actuarial fee.

ANNUAL ADMINISTRATION AND ACTUARIAL FEE. Beginning with the second Plan year,
an annual administration and actuarial fee of $750 will be deducted from the
assets of each Plan with 10 or fewer Participants under the ABA Defined Benefit
Plan. If the Plan has from 11 to 24 Participants the annual fee is $1,250. For
Plans with 25 or more Participants, State Street will establish the amount of
the fee to be charged. If this fee is not paid directly by the Employer, such
fee will be deducted from the Plan's assets in accordance with the Withdrawal
Sequence.

MISCELLANEOUS FEES

ANNUITY ADMINISTRATIVE FEES. If a Participant elects an annuity option, an
administrative fee of $50 will be charged by State Street to obtain an annuity
quote. An additional administrative fee may be charged by the insurance company
providing the annuity. Such fees will be deducted from the Participant's
account balance or benefit in accordance with the Withdrawal Sequence.

PREMIUM TAXES. In certain jurisdictions, amounts used to purchase an annuity
are subject to a premium tax. Such taxes depend, among other things, on a
Participant's place of residence at the time distributions under the Program
begin and are subject to change.

CONVERSION FEE. An employer may be charged a one-time fee in connection with
the transfer of its Plan records from its previous recordkeeper to State
Street's computer system.

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<PAGE>

SPECIAL FEES. An Employer may incur certain one-time fees in connection with
the review and analysis of a prior plan conducted by or on behalf of State
Street. Such fees must be paid separately at the time of the service.

FEE RECIPIENTS

The following information with respect to fees is based on the approximate
assets of the Program on December 31, 1996, which total $2,390,000,000. The
total includes $635,000,000 for the Stable Asset Return Fund, $49,000,000 for
the Bond Fund, $295,000,000 for the Balanced Fund, $47,000,000 for the Value
Equity Fund, $752,000,000 for the Growth Equity Fund, $83,000,000 for the Index
Fund, $276,000,000 for the Aggressive Equity Fund, $34,000,000 for the
International Equity Fund, $199,000,000 for the Self-Managed Account,
$16,000,000 for Insurance Investment Contracts, and $4,000,000 for the
Equitable Real Estate Account. Of the above amounts indicated for each Fund, an
aggregate of approximately $69,000,000 is invested through the portfolios of
the Structured Portfolio Service. These fees vary based on the size of the
Funds or, as applicable, the portfolios of the Structured Portfolio Service.
State Street in its capacity as administrator of the Program and manager of the
Funds would receive fees of $11,456,200 on an annual basis (exclusive of
certain non-recurring fees and the Structured Portfolio Service fee). ABRA
would receive fees of $1,291,500 on an annual basis in its capacity as sponsor
of the Program. Assuming the allocation of the assets of the Funds among the
Investment Advisors is as set forth above, the following advisory fees would
have been payable: Capital Guardian -- $1,231,000; Columbus Circle -- $717,000;
Lincoln Capital -- $545,000, Miller, Anderson & Sherrerd -- $552,500; RCM
Capital -- $640,000; Sit Associates -- $920,000; and Sanford Bernstein --
$184,500. In addition, based on the published fee schedules of the Initial
Investment Vehicles, the following anticipated Investment Advisors would have
received the following fees from registered investment companies into which
certain funds were invested: PIMCO -- $141,900; Price-Fleming -- $299,200; and
BGI -- $36,800.

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EMPLOYER AND PARTICIPANT RESPONSIBILITIES

EMPLOYER RESPONSIBILITIES

The Employer has the following principal responsibilities under the Program:

. serving as Plan Administrator;

. making and forwarding contributions within the time periods specified by
applicable law to State Street, with instructions as to the proper
allocation of such contributions to Participant accounts and appropriate
Investor allocation instructions;

. securing adequate fidelity bonding, as required, for every fiduciary and
every person (other than State Street personnel) who handles funds of the
Plan (See "ERISA and Fiduciary Obligations");

. maintaining personnel records necessary for Plan administration;

. determining employees' eligibility for participation in the Plan;

. determining eligibility for benefit distributions, including withdrawals;

. determining Participants' eligibility for, and amount of, top-heavy
contributions or benefits;

. monitoring the Plan's operational compliance with the qualification
requirements of the Internal Revenue Code;

. distributing summary plan descriptions, summaries of material
modifications and summary annual reports to all Participants and, if
applicable, former Participants;

. distributing Plan notices and forms to Participants and promptly
forwarding all such completed forms to State Street;

. distributing prospectuses regarding the Program to all Participants who
are permitted to direct the investment of their account balances under
the Plan;

. distributing State Street confirmation notices and statements to the
Participants, if Participants are permitted to direct the investment of
their account balances under the Plan;

. distributing notices to employees if the Individual Master Plan is
adopted or amended;

. filing a Form 5500 annual report for the Plan with the IRS, if required;

. administering the Participant loan program, if any;

. submitting the Plan to the IRS for a favorable determination letter, if
required (See "Federal Income Tax Considerations.");

. reviewing qualified domestic relations orders submitted by Participants
or alternate payees to the Plan;

. filing Forms 5310-A upon transfer of assets from plan to plan, if
required; and

. administering the claims procedure for the Plan.

ABA RETIREMENT PLAN. Under the ABA Retirement Plan, the Employer is also
responsible for complying with special non-discrimination rules if the Plan
accepts 401(k) salary deferral contributions, voluntary after-tax contributions
or employer matching contributions, determining the amount of each year's
contributions, allocating such contributions to eligible Participants and
determining compliance of such allocations with Internal Revenue Code section
415 requirements, and completing voluntary after-tax contribution worksheets if
such contributions are received. The Employer sponsoring a target benefit plan
must also provide timely and accurate information to State Street so that the
actuarially required contribution for each year can be calculated. The Employer
is also responsible for electing the Self-Managed Account option, if desired.

ABA DEFINED BENEFIT PLAN. Under the ABA Defined Benefit Plan, the Employer is
also responsible for providing timely and accurate information to State Street
so that the actuarially

64
<PAGE>

required contribution for each year can be calculated and directing State
Street as to the allocation of the Plan assets among Investment Options. The
Employer is also responsible for electing the Self-Managed Account option, if
desired.

INDIVIDUALLY DESIGNED PLANS. An Employer that maintains an Individually
Designed Plan that is a defined contribution plan has responsibilities similar
to those of an Employer who has adopted the ABA Retirement Plan, and an
Employer that maintains an Individually Designed Plan that is a defined benefit
plan has responsibilities similar to those of an Employer who has adopted the
ABA Defined Benefit Plan. These responsibilities will not be increased by
adoption of the Pooled Trust and participation in the Program. Under some
Individually Designed Plans, it may be the Plan trustee rather than the
Employer that is responsible for the performance of the duties of the Employer
under the Program. The Plan trustee is responsible for electing the Self-
Managed Account option, if desired.

ASSISTANCE WITH EMPLOYER RESPONSIBILITIES

State Street will provide the following information and other assistance to
Employers with respect to the fulfillment of their responsibilities:

. assist Employers with the completion of the Form 5500 annual report;

. provide a summary plan description for each Individual Master Plan;

. provide a form of summary annual report, as requested;

. provide instructions and available financial information to assist the
Employer in filing an IRS determination application;

. monitor compliance with section 415 of the Internal Revenue Code for
Individual Master Plans;

. provide available data to an Employer to enable such Employer to monitor
the compliance of its Individually Designed Plan with section 415;

. perform 401(k) and 401(m) testing for certain Plans for which the
Employer provides all relevant data; and

. perform top heavy testing for certain Plans for which the Employer
provides all relevant data.

In all cases, State Street's assistance will be based upon the data and
information provided to it by the Employer and by Equitable Life, as the prior
recordkeeper. The ultimate responsibility for the proper completion of these
tasks rests with the Employer. Employers are encouraged to seek individual tax
advice in connection with enrollment in the Program.

PARTICIPANT RESPONSIBILITIES

Participants are responsible for designating a beneficiary, selecting a form
of benefit payment and properly completing forms relating to Plan and Program
administration and forwarding them to their Employer. Under some Plans,
Participants are also responsible for directing State Street as to the
allocation of their accounts among the Investment Options. See "Contributions
and Investment Selection."

PROVISIONS OF ABA MEMBERS PLANS

The following description of the provisions of the ABA Members Plans, as well
as the description of benefits and distributions under the ABA Members Plans,
are intended as an overview of the terms of the ABA Members Plans. For
information regarding the applicable provisions of a particular Employer's
Plan, a Participant should refer to the summary plan description provided by
his or her Employer. All rights of a Participant under an Individual Master
Plan are governed in all respects by the detailed terms of the ABA Members
Plans as adopted by his or her Employer.

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<PAGE>

PLAN ELIGIBILITY REQUIREMENTS

Under the ABA Defined Benefit Plan and the ABA Retirement Plan, the Employer
specifies the eligibility requirements for its Individual Master Plan in the
participation agreement. The Employer may exclude any employee who has not
attained a specified age (not to exceed 21) and completed a specified number of
years (not to exceed two) in each of which the employee completed 1,000 hours
of service. If the Employer adopts the 401(k) arrangement as part of a profit
sharing plan, no more than twelve months of service may be required for
eligibility purposes.

The Employer may also, if allowed under the participation agreement, exclude
associate attorneys, employees of related employers, leased employees and
certain other types of employees at the Employer's election. However, the
exclusion of selected employees should only be elected if the Employer's
Individual Master Plan passes the Internal Revenue Code coverage and benefits
tests as implemented by regulations. A Participant may elect not to participate
in the ABA Members Plans. Any such election must be made when the individual is
first employed by the Employer (or, if later, when the individual first becomes
eligible to participate in the Plan), and will apply for the duration of such
individual's service with the Employer.

CONTRIBUTIONS AND BENEFITS

ABA RETIREMENT PLAN. Three types of plans are available under the ABA
Retirement Plan: a profit sharing plan, a defined contribution pension plan and
a target benefit plan. An Employer may establish one or more of the foregoing
plans by signing and completing the appropriate participation agreement or
agreements. The provisions of the ABA Retirement Plan and the Employer's
elections in the participation agreement determine the type, and amount, of
annual contributions that may be made under each Individual Master Plan. Under
a profit sharing plan, apart from Employer contributions and rollover
contributions, an Employer may authorize Participants to make 401(k) salary
deferral contributions and voluntary non-deductible after-tax contributions.
The Employer may also make matching contributions to a profit sharing plan
based on the 401(k) salary deferral and/or voluntary non-deductible after-tax
contributions made by Participants. Under a defined contribution pension plan
and a target benefit plan, only Employer contributions and rollover
contributions may be made.

An Employer that adopts the ABA Retirement Plan as a profit sharing plan
makes contributions in discretionary amounts to be determined annually. The
aggregate employer contribution to the Plan is limited to 15% of all
Participants' taxable compensation for the plan year (excluding, in the case of
self-employed persons, all deductible plan contributions, other than 401(k)
salary deferral contributions, and one-half of self-employment (SECA) taxes
paid). Any sole practitioner, partner or shareholder may elect to have his
contribution reduced. However, any election to reduce or eliminate a
contribution on behalf of a sole practitioner, partner or shareholder must be
made when the individual is first employed by the Employer (or, if later, when
the individual first becomes eligible to participate in the Plan), and will
apply for the duration of such individual's service with the Employer.

If the Employer selects a 401(k) arrangement under its profit sharing plan
participation agreement, employees may make salary deferral contributions to
the Plan on a pre-tax basis. Salary deferral contributions are subject to
special non-discrimination rules under which the maximum amount that may be
contributed by highly compensated employees is limited, depending upon the
amount contributed by non-highly compensated employees. The Employer may assist
its Plan in meeting these non-discrimination rules by making a special non-
forfeitable 401(k) contribution. In any event, the maximum amount each employee
may defer under the Plan and any other plan that includes a 401(k) arrangement
is limited to $7,000 per calendar year, as adjusted for inflation, reduced by
that employee's contributions to simplified employee pension (SEPs) and tax
deferred (section 403(b)) annuities, and contributions deductible by the
employee under a trust described under section 501(c)(18) of the Internal
Revenue Code. The inflation adjusted figure for the maximum amount of salary
deferral for an employee in 1997 is $9,500.

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<PAGE>

An Employer that adopts the ABA Retirement Plan as a profit sharing plan may
also permit Participants to make voluntary non-deductible after-tax
contributions. Voluntary after-tax contributions are subject to special non-
discrimination rules under which the maximum amount that may be contributed by
highly compensated employees is limited, depending upon the amount contributed
by non-highly compensated employees. In addition, the Employer may make
matching contributions to a profit sharing plan which are based upon the
amount of voluntary after-tax or 401(k) salary deferral contributions made by
Participants. Special non-discrimination rules also apply to matching
contributions and may limit the amount of matching contributions that may be
made on behalf of highly compensated employees.

For 1997, a "highly compensated" employee for purposes of the non-
discrimination rules referenced above is generally (a) anyone who is an owner
of 5% or more of the practice in 1997 or was an owner of 5% or more of the
practice in 1996 or (b) anyone with earnings of more than $80,000 from the
practice in 1996 and, if the Employer elects, who is among the highest-paid
20% of employees. The foregoing dollar figures are adjusted periodically by
the IRS to reflect increases in cost of living.

Notwithstanding the foregoing, if the Employer adopts a Savings Incentive
Match Plan for Employees (a "SIMPLE 401(k) Plan") under its profit sharing
plan participation agreement, the following provisions apply. A SIMPLE 401(k)
Plan is not subject to the special non-discrimination rules applicable to
401(k) plans described above and is not subject to the top-heavy rules
discussed below. Employees may make 401(k) salary deferral contributions to
the Plan up to $6,000 per calendar year, as adjusted for inflation. The
Employer is required to contribute a matching contribution up to a limit of 3%
of the employee's compensation for the calendar year. Alternatively, the
Employer may elect, on an annual basis, to contribute 2% of compensation for
the calendar year for each eligible employee who received at least $5,000 (or
such lesser amount as may be elected by the Employer) in compensation for that
year. All contributions made to a SIMPLE 401(k) Plan must be non-forfeitable.
In order to adopt a SIMPLE 401(k) Plan, the Employer can employ no more than
100 employees whose compensation from the employer in the preceding calendar
year was at least $5,000. In general, if the Employer ceases to satisfy this
requirement for two calendar years, the Employer will no longer be eligible to
maintain a SIMPLE 401(k) Plan. In addition, no contributions may be made, or
benefits accrued for services, on behalf of any eligible employee under any
other plan or arrangement described in section 219(g) of the Internal Revenue
Code during any calendar year during which the SIMPLE 401(k) Plan is
maintained. In the event that the SIMPLE 401(k) Plan requirements are not met,
the Plan will be treated as a profit sharing plan with a 401(k) feature in
accordance with the provisions discussed above.

An Employer that adopts the ABA Retirement Plan as a defined contribution
pension plan is required to make an annual contribution for each Participant
in an amount equal to the percentage of such Participant's compensation that
is specified in the participation agreement.

An Employer may choose to adopt a target benefit plan under the ABA
Retirement Plan. The level of target benefit at normal retirement age for each
Participant is determined by a formula selected by the Employer in the
participation agreement. The Employer is required to make an annual
contribution to the account of each Participant in an amount equal to the
amount needed each year to accumulate a fund sufficient to pay the target
benefit to such Participant at normal retirement age. This determination is
made based on the Participant's age, and the interest rate and actuarial
factors selected in the participation agreement. The benefit payable to the
Participant upon retirement may be higher or lower than the target benefit,
depending on the investment performance of the Participant's account.

Under each type of plan, compensation in excess of statutory limits must be
disregarded in making contributions. The compensation limit for 1993 was
$235,840. Because of the changes to the Internal Revenue Code made by the
Omnibus Budget Reconciliation Act of 1993, the compensation limit for

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<PAGE>

1994, 1995 and 1996 was $150,000 and for 1997 is $160,000. This limit will
increase in future years based on increases in the cost of living, in $10,000
increments. Under each type of plan, Employer contributions may be integrated
with Social Security, which means that contributions with respect to each
Participant's compensation in excess of the integration level may exceed
contributions made with respect to compensation below the integration level,
within limits imposed by the Internal Revenue Code. If an Employer maintains
more than one Plan, the Employer may only integrate one Plan.

Generally, if an Employer's defined contribution plan is top heavy (as
defined in the Internal Revenue Code), Employer contributions on behalf of
non-key employees must be at least 3% of compensation or the highest
percentage contributed (including salary deferrals) on behalf of key
employees, if less than 3%. A "key employee" generally means (a) an owner of
one of the ten largest (but more than 1/2%) interests in the practice with
earnings of more than $30,000, (b) an officer of the practice with earnings of
at least $62,500, (c) an owner of 5% or more of the practice, or (d) an owner
of more than 1% of the practice with earnings of more than $150,000. If the
Employer also maintains a defined benefit pension plan, Employer contributions
in an amount as high as 7 1/2% of compensation may be required to be made on
behalf of non-key employees under the defined contribution plan unless a
minimum benefit is provided in the defined benefit pension plan for the non-
key employees.

For 1997, the annual contributions and forfeitures allocated to a
Participant's accounts under all tax-qualified defined contribution plans of
an Employer are limited to the lesser of $30,000 and 25% of the Participant's
taxable compensation (excluding, in the case of self-employed persons, all
deductible plan contributions, other than 401(k) salary deferral
contributions, and one-half of self-employment (SECA) taxes paid). The
Participant's 401(k) salary deferral contributions and voluntary after-tax
contributions are taken into account for purposes of applying this limitation.

Each Participant's account balance equals the sum of the amounts accumulated
in each Investment Option. State Street will maintain separate records of each
Participant's interest in each of the Investment Options attributable to
Employer profit sharing contributions, 401(k) non-elective contributions,
matching contributions, 401(k) salary deferral contributions and voluntary
after-tax contributions. Any amounts rolled over from the plan of a previous
employer will also be accounted for separately. State Street's records will
reflect each Participant's degree of vesting (see below) in his account
balance attributable to Employer profit sharing contributions and matching
contributions. The foregoing recordkeeping will not be performed by State
Street for Aggregate Recordkeeping Plans.

Each Participant will receive an individual confirmation of each transaction
pursuant to which debits and credits are made to a Participant's account
(excluding the deduction of annual administrative fees, which will be reported
on the quarterly statements). The Participant will also receive, on a
quarterly basis, a statement showing cumulative activity for the quarter, the
account balance in each Investment Option, including market value by
contribution source and quarter-to-date and year-to-date contributions by
source. The Participant will also receive certain special statements and
communications with regard to a Self-Managed Account. These confirmation
notices and statements will be sent by State Street to the Employers for
distribution to the Participants.

ABA DEFINED BENEFIT PLAN. An Employer may establish a defined benefit plan
by completing and signing the appropriate participation agreement. The
provisions of the ABA Defined Benefit Plan and the benefit formula designated
by the Employer in the participation agreement determine the amount of the
benefit which may be accrued by a Participant each year. Such a Plan is
subject to the minimum funding requirements imposed by the Internal Revenue
Code, and the Employer must make contributions to the Plan each year at such
times and in such amounts necessary to comply with such funding requirements.
The amount of the minimum funding required each year is determined on an
actuarial basis. Such a Plan may also be required to be insured by the Pension
Benefit Guaranty Corporation. In such case, the Employer must make premium
payments to the Pension Benefit Guaranty Corporation each year on behalf of
the Participants.

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<PAGE>

The benefit formula may be integrated with Social Security. This means that
benefits with respect to compensation above the integration level may be
greater than benefits with respect to compensation below the integration
level. Only one plan of each Employer may be integrated. In the case of top
heavy plans (as defined in the Internal Revenue Code), Participants must
accrue a benefit of at least 2% of compensation for each of their first ten
years of service. This required top heavy minimum benefit may be greater if
the Employer also adopts the ABA Retirement Plan, or otherwise maintains a
defined contribution plan.

Voluntary after-tax contributions are not accepted under the ABA Defined
Benefit Plan. However, rollover contributions (including direct transfers from
other qualified plans) may be made.

The Internal Revenue Code imposes certain limits on the amount of the annual
benefit that may be provided under a defined benefit plan. For 1997, each
Participant's maximum annual benefit payable at the Participant's social
security retirement age is limited to the lesser of $125,000 or 100% of
earnings (excluding, in the case of self-employed persons, all deductible plan
contributions, other than 401(k) salary deferral contributions, and one-half
of self-employment (SECA) taxes paid). Earnings for this purpose means the
Participant's highest average compensation for any three consecutive years of
Plan participation. Compensation in excess of statutory limits is disregarded
for all Plan purposes. The compensation limit for 1997 is $160,000. This limit
will increase in future years based on increases in the cost of living, in
$10,000 increments. The maximum benefit is reduced on a pro rata basis if the
Participant has fewer than 10 years of participation (where the $125,000 limit
applies) or 10 years of service (where the 100% limit applies). This maximum
benefit is further reduced for retirement prior to a Participant's social
security retirement age (or, in the case of a tax-exempt Employer, age 62),
and is increased for retirement after a Participant's social security
retirement age (or, in the case of a tax-exempt Employer, age 65).

State Street will maintain records of the Plan's interest in each of the
Investment Options. State Street will also maintain separate accounts for each
Participant reflecting amounts rolled over from a defined contribution plan or
from the plan of a previous employer. The Employer will receive a confirmation
of each transaction pursuant to which debits and credits are made to the
Plan's account (excluding the deduction of the annual administration and
actuarial fees), as well as a quarterly statement showing the amount of assets
of the Plan in each Investment Option, unless the Employer elects to have such
statements sent only annually. The Employer will also receive certain special
statements and communications with regard to its Self-Managed Account, if any.

VESTING

Vesting refers to the non-forfeitable portion of a Participant's accrued
benefit under the ABA Defined Benefit Plan or of the Participant's account
balance attributable to Employer contributions and matching contributions
under the ABA Retirement Plan. The Participant's account balance attributable
to 401(k) salary deferral contributions, qualified non-elective contributions,
qualified matching contributions, voluntary after-tax contributions and
rollover contributions is non-forfeitable at all times.

A Participant will become fully vested in all benefits if still employed by
the Employer at death, disability, attainment of normal retirement age or to
the extent funded upon termination of the Plan. If the Participant terminates
employment before that time, any benefits that have not yet become vested
under the Plan's vesting schedule will be forfeited. The normal retirement age
is 65 under the ABA Retirement Plan and may be 65 with up to 5 years of
participation under the ABA Defined Benefit Plan.

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<PAGE>

A Participant's benefits must vest in accordance with the schedule elected by
the Employer in its participation agreement, which schedule may be any of the
schedules below, or a schedule at least as favorable as one below:

<TABLE>
<CAPTION>
SCHEDULE A VESTED SCHEDULE B VESTED SCHEDULE C VESTED
YEARS OF SERVICE PERCENTAGE PERCENTAGE PERCENTAGE
---------------- ----------------- ----------------- -----------------
<S> <C> <C> <C>
1 0% 0% 0%
2 100 20 0
3 100 40 100
4 100 60 100
5 100 80 100
6 100 100 100
</TABLE>

If the Plan requires more than one year of service for participation, it must
use Schedule A or one at least as favorable to Participants.

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<PAGE>

BENEFITS AND DISTRIBUTIONS FROM ABA MEMBERS PLANS

RETIREMENT, DISABILITY AND TERMINATION OF EMPLOYMENT

Under either ABA Members Plan, Participants are eligible for benefits upon
retirement or disability, or upon termination of employment with a vested
benefit. In addition, Participants in a profit sharing plan established under
the ABA Members Retirement Plan are eligible (a) to receive a distribution of
their vested matching and employer contributions, and earnings thereon, upon
reaching age 59 1/2 unless an earlier age (not less than 55) has been elected
by the Employer in its participation agreement and (b) to receive a
distribution of their 401(k) salary deferral contributions and 401(k)
qualified employer contributions, and earnings thereon, upon reaching age 59
1/2. Participants are eligible to receive a distribution of their after-tax
contributions and their rollover contributions at any time. Participants in a
defined contribution pension plan or target benefit plan under the ABA Members
Retirement Plan who continue employment beyond age 65 are eligible to begin
receiving their benefits at any time after age 65 (or such earlier age
designated by the Employer in its defined contribution pension plan
participation agreement as the Plan's normal retirement age). If the value of
the Participant's vested benefit is $3,500 or less, the Employer must direct
State Street to make a lump sum distribution to the Participant within a
reasonable time after termination of employment. If the value of the
Participant's vested benefit is more than $3,500, the Participant may request
distribution of vested benefits by filing a benefits election form with the
Employer. If the Participant does not request distribution at that time, the
Participant's benefits will remain in the Investment Options until the
Participant elects to take distribution. If a Participant fails to otherwise
elect, payment of the Participant's benefit will automatically commence no
later than 60 days after the end of the plan year in which the Participant
attains normal retirement age, the Participant terminates employment or the
10th anniversary of the date the Participant commenced participation in the
Plan, whichever is later. Prior to distribution, assets in the Program may be
transferred among the Investment Options, subject to the restrictions that
normally apply to each Investment Option. Special restrictions apply to a
Participant's ability to receive distributions from the Equitable Real Estate
Account. See "Equitable Real Estate Account."

For years beginning after December 31, 1996, Participants must generally
begin to receive benefits on the later of April 1 of the year after (i) the
calendar year in which they reach age 70 1/2 or (ii) the calendar year in
which they retire. This rule does not apply to Participants (other than a more
than 10% partner or a sole proprietorship in an unincorporated practice) who
have filed a special contrary election with their Employer prior to January 1,
1984. Notwithstanding the foregoing, a 5% owner must begin to receive
benenfits no later than April 1 of the year after the calendar year in which
they reach age 70 1/2.

For a general explanation of the federal income tax treatment of benefit
distributions see "Federal Income Tax Considerations."

If the value of the Participant's vested benefit is more than $3,500, the
normal form of distribution is a Qualified Joint and Survivor Annuity (as
described below) in the case of a married Participant, and a Life Annuity (as
described below) in the case of a single Participant. In either case, the
Participant may, within 90 days before his annuity starting date, select one
or more of the following forms of distribution in lieu of the normal form. If
a married Participant selects a form other than the Qualified Joint and
Survivor Annuity, the Participant's spouse must consent in writing to such
selection. See "--Spousal Consent Requirements." Notwithstanding the
foregoing, an Employer that adopts the ABA Retirement Plan as a profit sharing
plan or SIMPLE 401(k) Plan may elect in the participation agreement not to
have annuity forms of payment under the Individual Master Plan. A Participant
eligible to receive a distribution in excess of $3,500 from such a profit
sharing plan may request a lump sum payment or periodic installment payments
but may not elect an annuity form of payment.

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QUALIFIED JOINT AND SURVIVOR ANNUITY. This benefit option consists of an
annuity providing monthly payments for the duration of a Participant's life
and, after the Participant's death, for the Participant's surviving spouse's
life. Effective January 1, 1993, a Participant may elect that the surviving
annuity payable be 50% of the amount of annuity payable during the life of the
Participant. Payments will cease after the Participant and the Participant's
spouse die, even if the Participant has received only one payment. The law
requires that if the value of a married Participant's vested benefits exceeds
$3,500, the Participant must receive a Qualified Joint and Survivor Annuity
unless the Participant's spouse consents in writing to a contrary election.
Those requirements do not apply, however, in the case of a profit sharing plan
or SIMPLE 401(k) Plan that does not provide for annuity forms of payment, as
described above. See "--Spousal Consent Requirements" below for an explanation
of the procedures for electing not to receive a Qualified Joint and Survivor
Annuity.

LIFE ANNUITY. This benefit option consists of an annuity providing equal
monthly payments for the Participant's life. Payments will cease upon the
Participant's death, regardless of the number of payments received by the
Participant.

LUMP SUM PAYMENT. This benefit option consists of a single payment of all or
part of a Participant's vested benefits. A Participant who elects to receive a
lump sum payment of only part of such Participant's balance must elect to
receive at least $1,000. If a Participant has more than one Insurance
Investment Contract, amounts held in the Participant's most recently purchased
Insurance Investment Contract will first be used to make payment. If a
Participant's vested benefit is $3,500 or less, the Participant will
automatically receive a lump sum payment of the entire amount.

PERIODIC INSTALLMENTS. This benefit option consists of monthly, quarterly,
semi-annual or annual payments over a period of at least three years. A
Participant may choose either a time-certain payout, which provides variable
payments over a specified period of time, or a dollar-certain payout which
provides level payments over a variable period of time. During the installment
period, a Participant's remaining account balance will be invested in whatever
Investment Options the Participant designates. Each payment will be drawn pro
rata from all the Investment Options that the Participant has selected. If a
Participant has more than one Insurance Investment Contract, amounts held in
the Participant's most recently purchased Insurance Investment Contract will
first be used to make installment payments. If a Participant dies before
receiving all the installments, the remaining payments will be made to the
Participant's beneficiary. Except in the case of Participant accounts
transferred from certain defined contribution plans, this periodic installment
benefit option is not available for Plans under the ABA Defined Benefit Plan or
Individually Designed Plans.

LIFE ANNUITY-PERIOD CERTAIN. This benefit option consists of an annuity
providing monthly payments for the Participant's life, or if longer, a
specified period of time. If the Participant dies before the end of that
specified period, payments will continue to the Participant's beneficiary until
the end of the period. Subject to certain limitations, a Participant may
specify a minimum payment period of 5, 10, 15 or 20 years; the longer the
specified period, the smaller the monthly payments will be.

JOINT AND SURVIVOR ANNUITY. This benefit option consists of an annuity
providing monthly payments for the Participant's life and that of the
Participant's beneficiary if the beneficiary survives the Participant. The
Participant may specify the percentage of the annuity payment to be made to the
Participant's beneficiary. Subject to certain legal limitations, that
percentage may be 50% or 100%.

JOINT AND SURVIVOR ANNUITY-PERIOD CERTAIN. This benefit option consists of an
annuity providing monthly payments for the Participant's life and that of the
Participant's surviving beneficiary or, if longer, a specified period of time.
If the Participant and the Participant's beneficiary both die before the end of
the specified period, payments will continue to the Participant's contingent
beneficiary until the end of the period. Subject to legal limitations, the
Participant may specify a

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minimum payment period of 5, 10, 15 or 20 years and the percentage (either 50%
or 100%) of the annuity payment to be made to the Participant's surviving
beneficiary. The longer the specified period, the smaller the monthly payments
will be.

CASH REFUND ANNUITY. This benefit option consists of an annuity providing
equal monthly payments for the Participant's life with a guarantee that the sum
of those payments will be at least equal to the portion of the Participant's
vested benefits used to purchase the annuity. If upon the Participant's death,
the sum of the monthly payments to the Participant is less than that amount,
the Participant's beneficiary will receive a lump sum payment of the remaining
guaranteed amount. Except in the case of Participant accounts transferred from
certain defined contribution plans, cash refund annuities are not available
under the ABA Defined Benefit Plan.

IN-KIND DISTRIBUTIONS. If a Participant has allocated assets to a Self-
Managed Account, the Participant may be able to elect to receive an in-kind
distribution of securities in the Self-Managed Account upon retirement, death,
disability or termination of employment. In-kind distributions are subject to
administrative rules and procedures established by State Street from time to
time. In-kind distributions are not available under ABA Defined Benefit Plan,
other than upon withdrawal of such Plan from the Program. In-kind distributions
from an Eligible Investor's Self-Managed Account relating to an Individually
Designed Plan are governed by the terms of the individual plan document.

Under a Qualified Joint and Survivor Annuity or Cash Refund Annuity, the
amount of the monthly payment is fixed at retirement and remains level
throughout the distribution period. In the case of the ABA Retirement Plan, and
the prior plan accounts under the ABA Defined Benefit Plan the Participant may
select either fixed or variable payments under the Life Annuity, Life Annuity-
Period Certain, Joint and Survivor Annuity and Joint and Survivor Annuity-
Period Certain. If a variable annuity is selected, the monthly payments may
vary with the investment performance of the insurance company annuity product.

Under any form of annuity payment that involves payment of a survivor annuity
(other than to the Participant's spouse under the Qualified Joint and Survivor
Annuity), the term "beneficiary" refers to the joint annuitant specified by the
Participant rather than to the person or persons named by the Participant in
the beneficiary designation form.

In order for a Participant to begin receiving benefits under an ABA Members
Plan, the Participant must complete and submit to his Employer a properly
completed Benefit Request Form, which the Employer must then forward to State
Street. Distributions will generally be paid as soon as practicable after State
Street receives properly completed forms. In the event that a Participant
elects payment in the form of in-kind distributions from a Participant's Self-
Managed Account, payment may be delayed to permit State Street to arrange for
such distributions. Similarly, if a Participant elects a form of annuity
distribution, commencement of benefit payments may be delayed in order for
State Street to arrange for the purchase of an annuity from an insurance
company. Annuity payments will be paid by the insurance company directly to the
Participant.

State Street will purchase annuities from insurance companies at commercially
available rates. In addition to the rates offered by the insurance companies
and the rating of such insurance companies, State Street may consider such
other factors as it deems relevant in the exercise of its fiduciary duty in the
purchase of such annuities. The amount of payments depends on the form of
annuity selected, the Participant's age, the age of the Participant's
beneficiary if the Participant selects a joint and survivor annuity, and the
guarantee feature, if any.

The minimum amount that may be used to purchase any type of annuity is
$3,501. State Street will charge a fee of $50 against the Investor's account
balance in accordance with the Withdrawal Sequence for providing annuity
quotes. An insurance company may charge an annuity administrative fee, which
will be deducted by the insurance company from the amount used to purchase the
annuity.

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Once State Street has applied the Participant's interest in the Plan towards
the purchase of an annuity from an insurance company, the Participant ceases
to be covered by the ABA Members Trusts and the Participant must look to the
insurance company for benefit payments. An annuity is a general obligation of
an insurance company. Therefore the financial risk associated with a
Participant's interest in an annuity will depend on the ongoing financial
condition of the issuing insurance company.

State Street uses the value of the Participant's vested benefits as of the
end of the regular trading session of the New York Stock Exchange on the day
payment is due to determine the amount of benefits the Participant is to
receive. State Street will not, therefore, begin processing the Participant's
check until the following Business Day. Participants should expect their check
to be mailed within five Business Days after processing begins (longer in the
case of a first annuity payment or certain in-kind distributions).

Distributions under a qualified retirement plan such as those under the
Program are subject to extremely complicated legal requirements. When a
Participant is ready to retire, the Participant should discuss the available
payment options with the Participant's Employer and tax advisor.

DEATH BENEFITS

If a Participant dies after benefits have commenced, the Participant's
spouse or other designated beneficiary can continue to receive benefits based
on the payment option selected by the Participant if such payment option
provides for survivor benefits. If a Participant dies before benefits have
commenced, the terms of the ABA Retirement Plan and the ABA Defined Benefit
Plan differ in certain respects, as described below. State Street's customer
service representatives can provide information regarding these and other
requirements affecting death benefits by phone at (800) 348-2272.

ABA RETIREMENT PLAN. Under the ABA Retirement Plan, if the Participant dies
before benefits have commenced and the Participant is married at the date of
his or her death, then the Participant's entire account balance will be used
to provide the Participant's surviving spouse with a pre-retirement survivor
annuity. Effective January 1, 1993, however, a Participant may elect that only
50% of the Participant's account balance be used to provide a pre-retirement
survivor annuity for his or her surviving spouse, and that the remaining 50%
of the Participant's account balance be paid to the Participant's designated
beneficiary. The pre-retirement survivor annuity is paid in the form of a life
annuity providing monthly payments for the life of the Participant's surviving
spouse. The spouse generally may elect to receive such survivor benefit in one
of the optional forms of benefit available under the Plan in lieu of a life
annuity. However, effective January 1, 1993, the Participant may elect not to
permit his or her spouse to make this election (of an alternative form of
benefit payment) after the Participant's death.

The requirement to provide all or a portion of a Participant's account
balance to the Participant's surviving spouse in the form of a pre-retirement
survivor annuity does not apply if the Employer has elected not to have the
annuity forms of payment under its Individual Master Plan. In this case, the
Participant's account balance will be payable to the Participant's surviving
spouse as the Participant's sole beneficiary in the form of a lump sum
payment, or any other option form of benefit available under the Plan as
elected by such surviving spouse.

A married Participant has the right to have his or her spouse waive the
right to receive a death benefit in the event of the Participant's death, and
designate another beneficiary to receive the Participant's entire account
balance. To designate a beneficiary or to change an earlier designation, a
Participant's employer must send State Street a beneficiary designation form.
A Participant's spouse must consent in writing to a designation of any non-
spouse beneficiary. See "--Spousal Consent Requirements." The marriage of a
Participant is deemed to revoke a prior beneficiary designation, and

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a Participant's divorce is deemed to revoke the divorced spouse as the
beneficiary designated under the Plan. If no valid beneficiary designation is
on file with State Street on the date of the Participant's death, the
Participant's account balance will be paid to the Participant's spouse, or if
the Participant is not married, to the first surviving class of (a) the
Participant's children per stirpes, (b) the Participant's parents and (c) the
Participant's siblings per stirpes. If none of them survive the Participant,
the Participant's accrued benefit will be paid to the Participant's estate.

The law requires benefits to be completely distributed by the end of the
calendar year which contains the fifth anniversary of the Participant's death
unless the Participant's account balance is paid to the Participant's spouse in
the form of an annuity or installments over a period not exceeding the spouse's
life expectancy and commencing no later than the end of the calendar year in
which the Participant would have attained age 70 1/2, or in the case of a non-
spouse beneficiary, is paid over a period not exceeding the non-spouse
beneficiary's life expectancy and commencing before the end of the calendar
year following the year in which the Participant died.

Under the ABA Retirement Plan, on the Business Day State Street receives
proof of a Participant's death, State Street will automatically transfer a
Participant's account balance in the Funds or the portfolios of the Structured
Portfolio Service to the Stable Asset Return Fund or such other Fund as is
designated by the Employer in the participation agreement. See "Stable Asset
Return Fund." Any amounts held for the Participant in Insurance Investment
Contracts are transferred upon maturity to the Stable Asset Return Fund or such
other Fund as is designated by the Employer in the participation agreement. All
such amounts are held in such Fund until the Participant's beneficiary requests
a distribution or transfer. However, a Participant may elect, by providing
State Street with written notice, that these automatic transfers to the Stable
Asset Return Fund or such other Fund designated by the Employer in the
participation agreement not take place upon the Participant's death. If the
Participant so elects, upon the Participant's death all amounts in the
Participant's account balance will remain allocated to the Investment Options
to which they were allocated on the date of the Participant's death. After the
Participant's death, the Participant's beneficiary will have the right to
direct the investment of the Participant's account balance by providing State
Street with written instructions along with the proof of death.

ABA DEFINED BENEFIT PLAN. Under the ABA Defined Benefit Plan, if the
Participant dies before benefits have commenced, and the Participant is married
on the date of his or her death, then the Participant's surviving spouse will
be eligible to receive a pre-retirement survivor annuity. This survivor annuity
is a life annuity providing monthly payments for the surviving spouse's
lifetime in the amount equal to the greater of (i) the amount which would have
been payable had the Participant retired at the date of his or her death (or if
the Participant had not attained his or her earliest retirement age under the
Plan as of such date, as if the Participant terminated employment and survived
until such earliest retirement age), elected to receive payment of his or her
benefit in the form of a Qualified Joint and Survivor Annuity, and died
immediately thereafter, or (ii) the actuarial equivalent of the Participant's
entire accrued benefit. The Participant's surviving spouse may elect to receive
this survivor benefit in one of the optional forms of benefit provided under
the Plan in lieu of a life annuity, and may elect to defer the commencement of
payment of such benefit to a later date, but in no event later than the end of
the calendar year in which the Participant would have attained age 70 1/2. A
married Participant and his or her spouse can waive this pre-retirement
survivor annuity, and designate another beneficiary to receive such benefit. To
designate a beneficiary or to change an earlier designation, a Participant's
employer must send State Street a beneficiary designation form. A Participant's
spouse must consent in writing to a designation of any non-spouse beneficiary.
See "--Spousal Consent Requirements."

If a Participant dies before benefits have commenced, and the Participant is
not married on such date or his or her spouse has waived the right of his or
her spouse to receive a pre-retirement survivor annuity, payment of the
Participant's accrued benefit under the Plan will be paid to the Participant's

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designated beneficiary. Such beneficiary may elect to receive the actuarial
equivalent of such benefit in the form of a lump sum, or some other optional
form of benefit available under the Plan. If paid in the form of a lump sum,
payment of such benefit must be made no later than the end of calendar year
which contains the fifth anniversary of the Participant's death. Alternatively,
such benefit may be made in the form of an annuity commencing no later than the
end of the calendar year following the year in which the Participant died. If
no valid beneficiary designation is on file with State Street on the date of
the Participant's death, the Participant's accrued benefit will be paid to the
Participant's spouse, or if the Participant is not married, to the first
surviving class of (a) the Participant's children per stirpes, (b) the
Participant's parents and (c) the Participant's siblings per stirpes. If none
of them survive the Participant, the Participant's accrued benefit will be paid
to the Participant's estate.

The Employer is responsible for ensuring that the ABA Defined Benefit Plan
has sufficient cash available under the Plan to pay a Participant's death
benefits. State Street accepts no responsibility for such matters.

SPOUSAL CONSENT REQUIREMENTS

If the Employer has adopted the ABA Defined Benefit Plan or has adopted the
ABA Retirement Plan and has elected not to have the annuity forms of payments
under its Plan, a Participant may designate a non-spouse beneficiary any time
after the earlier of the first day of the plan year in which the Participant
attains age 35 or the date on which the Participant separates from service with
the Participant's Employer. If the Participant designates a beneficiary other
than the Participant's spouse prior to the last day of the plan year preceding
the plan year in which the Participant reaches age 35, the Participant's spouse
must consent to the designation and, upon the Participant's reaching age 35,
must again give his or her consent or the designation will lapse. A Participant
may elect a benefit (or make a withdrawal) in a form other than a Qualified
Joint and Survivor Annuity within the 90-day period before the Participant's
annuity starting date. In order to elect a form of benefit other than a
Qualified Joint and Survivor Annuity or designate a non-spouse beneficiary, the
Participant's spouse must consent to the Participant's election in writing. To
consent, the Participant's spouse must sign the appropriate line on the
Participant's election of benefits or beneficiary designation form. The
Participant's spouse's signature must be witnessed by a notary public or plan
representative.

A Participant may revoke such election and elect a Qualified Joint and
Survivor Annuity or designate the Participant's spouse as beneficiary simply by
filing the appropriate form. The Participant's spouse's consent is not required
for this revocation.

It is also possible for a Participant's spouse to sign a blanket consent
form. By signing this form, the Participant's spouse consents not just to a
specific beneficiary or, with respect to the waiver of the Qualified Joint and
Survivor Annuity, the form of distribution, but gives the Participant the right
to name any beneficiary or, if applicable, any form of distribution the
Participant wants. Once the Participant files such a form, the Participant may
change the election whenever the Participant wants, even without spousal
consent.

If the Employer has elected not to have the annuity forms of payment under
its Plan, the Participant's spouse must be Participant's sole primary
beneficiary unless the spouse has consented (in the manner described above for
Plans with annuity forms of payment) to any primary beneficiary other than the
spouse. This can occur at any time, regardless of the Participant's age.

IN-SERVICE WITHDRAWALS AND LOANS

VOLUNTARY AFTER-TAX CONTRIBUTIONS. Participants in a profit sharing plan
established under the ABA Retirement Plan may withdraw their voluntary after-
tax contributions and earnings thereon at

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any age without proof of hardship, subject to any withdrawal restrictions
applicable to the Investment Options. Each withdrawal must be of at least $300
(or if less, the Participant's entire account balance attributable to voluntary
after-tax contributions).

ROLLOVER CONTRIBUTIONS. Participants in a plan established under the ABA
Retirement Plan may withdraw their rollover contributions and earnings thereon
at any age without proof of hardship, subject to any withdrawal restrictions
applicable to the Investment Options. Each withdrawal must be of at least $300
(or, if less, the Participant's entire account balance attributable to rollover
contributions).

401(K) SALARY DEFERRAL CONTRIBUTIONS. Participants in a 401(k) plan
established under the ABA Retirement Plan are eligible to withdraw their 401(k)
salary deferral account contributions, 401(k) employer account contributions
and earnings accrued thereon, subject to any withdrawal restrictions applicable
to the Investment Options. Such withdrawal will be permitted by the Employer
only if the Participant has attained age 59 1/2 or (if so elected by the
Employer in its participation agreement with respect to 401(k) salary deferral
account contributions) the Employee can demonstrate that he has a financial
hardship which cannot be met from other reasonably available resources. Under
current Internal Revenue Service regulations, financial hardship will be deemed
to exist with respect to:

. medical expenses for the Participant, the Participant's spouse or
dependents;

. the purchase of the principal residence for the Participant;

. the payment of tuition, room and board and related educational fees for
the next 12 months of post-secondary education for the Participant, the
Participant's spouse or dependents; or

. the need to prevent an eviction from, or mortgage foreclosure on, the
Participant's principal residence.

Even after a Participant has demonstrated to the Employer that he has an
immediate and heavy financial need, the Employer may only permit a hardship
distribution in an amount not in excess of the Participant's financial need
(plus amounts necessary to pay any Federal, state or local income taxes or
penalties reasonably anticipated to result from the distribution) if the
Participant has obtained all distributions and nontaxable loans available under
all plans maintained by the Employer and if the Participant suspends all salary
deferral contributions and voluntary after-tax contributions to all plans
maintained by the Employer for twelve months (including nonqualified deferred
compensation, stock purchase and stock option plans).

EMPLOYER CONTRIBUTIONS (OTHER THAN QUALIFIED NON-ELECTIVE AND QUALIFIED
MATCHING CONTRIBUTIONS) AND ROLLOVER CONTRIBUTIONS. Participants in a profit
sharing plan established under the ABA Retirement Plan who are fully vested may
be eligible to withdraw their employer, matching and rollover contributions,
and earnings thereon, subject to any withdrawal restrictions applicable to the
Investment Options. Such a withdrawal will be permitted by the Employer only if
the Participant has attained such age specified by Employer in the
participation agreement (not earlier than age 55 and not later than age 59 1/2)
or can demonstrate that he has a financial hardship (as defined above), the
Participant has withdrawn the full available amount of his voluntary after-tax
contribution, and the Employer has elected this hardship withdrawal option
under its participation agreement.

No in-service withdrawals are permitted from an ABA Defined Benefit Plan.

LOANS. Under the ABA Retirement Plan, a Participant may borrow a portion of
his vested account balance if the Employer has elected the loan option under
its participation agreement. Each Participant is limited to two loans per plan
year and is not eligible for additional loans if such Participant already has
five or more loans outstanding. The granting of loans to Participants is
administered by the Employer and may be subject to additional restrictions and
limitations set forth in the ABA Retirement Plan. The total amount of
outstanding loans (plus accrued interest) to a

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Participant may not exceed the lesser of (a) $50,000 (reduced by the highest
outstanding loan balance during the twelve (12) months ending on the day before
the loan is made), or (b) fifty percent (50%) of the vested interest of the
Participant's accounts. The minimum amount a Participant may borrow is $1,000.
Each loan must be evidenced by a promissory note and secured by fifty percent
(50%) of a Participant's vested interest in the Plan. Each loan must be made at
a reasonable rate of interest and repaid within five (5) years unless the loan
is used to acquire the Participant's personal residence. Whenever a Participant
becomes entitled to benefits from the Plan because he retires, becomes
disabled, dies or terminates employment, the Employer will direct the Trustee
to apply the amount of the distribution to pay off the outstanding loan (and
accrued interest), whether or not then due, before distributing the balance, if
any, to the Participant. Pursuant to IRS rules, sole proprietors, more than 10%
partners and shareholder-employees of an S corporation who own more than 5% of
the practice may not receive a loan (or continue to hold an outstanding loan)
from the Plan without first obtaining a prohibited transaction exemption from
the Department of Labor.

The amount of an in-service withdrawal or loan will be drawn from the
Investment Options selected by the Participant. In-service withdrawals and
loans are restricted from Insurance Investment Contracts and the Equitable Real
Estate Account.

No in-service withdrawals or loans are permitted unless the Participant has
obtained the requisite spousal consent. Notwithstanding the foregoing, spousal
consent requirements are not applicable with respect to an Employer that adopts
the ABA Retirement Plan as a profit sharing plan and elects in the
participation agreement not to have annuity forms of payment. See "--Spousal
Consent Requirements." State Street will process an in-service withdrawal or
loan only upon receipt of specific written instructions from the Employer.

BENEFITS AND DISTRIBUTIONS FROM INDIVIDUALLY DESIGNED PLANS

The foregoing discussion regarding eligibility, contributions and benefits,
vesting and time and form of benefit distributions apply only to the ABA
Members Plans. The terms and provisions of an Individually Designed Plan are
governed by the terms of such Plan, which may vary significantly from the
foregoing description. Participants in Individually Designed Plans should
address questions regarding such Plans to their Employer.

For a Participant to receive a distribution of benefits under an Individually
Designed Plan, the Participant's Employer must send State Street a request for
disbursement form. State Street will send single sum payments to the trustee of
an Individually Designed Plan as of the close of business on the Business Day
State Street receives a properly completed form. If the Participant wishes to
receive annuity payments, the trustee of the Individually Designed Plan may
purchase an annuity contract through the Program. Commencement of payments may
be delayed in order for State Street to arrange for the purchase of an annuity
from an insurance company. Annuity payments will be paid by the insurance
company directly to the Participant.

Throughout this Prospectus, reference is made to the requirement that all
allocation instructions and benefit payment forms must be submitted by the
Employer to State Street. In the case of Individually Designed Plans, State
Street may accept such forms and instructions directly from the Trustee of such
Plan in accordance with procedures established by State Street.

ERISA AND FIDUCIARY OBLIGATIONS

Each Employer's plan and trust, as well as the Master Trust, the Pooled Trust
and the Collective Trust, are subject to the requirements of ERISA, and the
underlying assets are considered ERISA plan assets. The obligations imposed by
ERISA apply to those persons who have discretionary authority or

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control regarding the management or administration of ERISA plan assets.
Accordingly, each Employer, each trustee of an Individually Designed Plan,
State Street, as trustee of the ABA Members Trusts and the Collective Trust,
ABRA and each Investment Advisor will be considered ERISA fiduciaries to the
extent that they exercise any discretionary authority or control over plan
assets.

Fiduciaries must manage ERISA plan assets consistent with the fiduciary
requirements set forth in Part 4 of Title I of ERISA, including the requirement
that (a) the investments satisfy the diversification standard for a plan set
forth in section 404(a) of ERISA, (b) the investments be prudent and be in the
best interests of a plan and its members and beneficiaries, (c) the investment
be permissible under the terms of the underlying plan and trust documents, and
(d) the plan not engage in a transaction described in section 406 of ERISA
(commonly referred to as a "prohibited transaction"), unless an exemption
applies. Therefore, each Employer must determine that the Investment Options
meet the applicable fiduciary requirements of ERISA.

In determining whether an investment is prudent for purposes of ERISA, the
appropriate fiduciary for each plan who makes investment decisions should
consider all facts and circumstances, including, without limitation, whether
the investment provides sufficient liquidity in light of the foreseeable needs
of the plan, and whether the investment is reasonably designed, as part of the
plan assets with respect to which the fiduciary has investment duties, to
further the purposes of the plan, taking into consideration the risk of loss
and the opportunity for gain or other return associated with the investment.
The assets of the Collective Trust and the Funds will be invested in accordance
with the investment policies and objectives expressed herein and each Self-
Managed Account will be invested in accordance with the investment directions
of the respective Participant, Employer or Plan trustee. None of State Street,
ABRA and the Investment Advisors has any responsibility for developing any
overall investment strategy of any Plan. In addition, under ERISA, no plan
fiduciary is liable for any loss which results from the individual investment
election of a Participant or beneficiary to the extent that a plan and a
particular transaction complies with section 404(c) of ERISA and the Department
of Labor regulations thereunder.

As a fiduciary, State Street must manage the assets of the Collective Trust
consistent with the applicable fiduciary requirements of ERISA, including the
prudent man requirement, the exclusive benefit requirement and the prohibited
transaction rules. With respect to the prohibited transaction rules, State
Street intends to rely on several prohibited transaction class exemptions. In
addition, it is contemplated that State Street and the Investment Advisors will
each meet the requirements of a "qualified professional asset manager" as
defined in Prohibited Transaction Class Exemption 84-14, issued by the
Department of Labor.

BONDING. As a fiduciary, each Employer must secure adequate bonding as
required by section 412 of ERISA for every fiduciary of the Plan and for every
person (other than for State Street personnel) who handles funds or property of
the Plan (a "Plan official"). The bond must protect the Plan against loss due
to acts of fraud or dishonesty by Plan officials. The amount of the bond is
determined at the beginning of each Plan year, and must be at least 10% of the
amount of the funds handled. The amount must, however, be at least $1,000, and
generally is not required to be more than $500,000.

ERISA SECTION 404(C)

IN GENERAL. The ABA Retirement Plan is intended to be a plan described in
section 404(c) of ERISA and the Department of Labor regulations thereunder.
Each adopting Employer intends, by adopting the ABA Retirement Plan, to have
section 404(c) of ERISA apply to the plan as so adopted. Under section 404(c)
of ERISA, a Participant (or beneficiary) who exercises control over assets in
his or her plan account generally is not deemed to be a plan fiduciary, and
persons who are otherwise plan fiduciaries, including the adopting Employer,
ABRA and State Street may be relieved of ERISA

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fiduciary liability for any loss which are the direct and necessary result of
investment instructions given by the Participant (or beneficiary). However,
such relief may not be available for investments made pursuant to the default
provisions applicable to cases where a Participant (or beneficiary) has not
made an investment election.

The Department of Labor regulations under section 404(c) of ERISA describe
the standards for determining whether a plan, and a particular transaction, is
afforded this relief. The regulations define an "ERISA Section 404(c) plan" as
an individual account plan, such as the ABA Retirement Plan, that (i) provides
participants (or beneficiaries) an opportunity to exercise control over assets
in their individual plan accounts, and (ii) provides participants (or
beneficiaries) an opportunity to choose, from a broad range of investment
alternatives, the manner in which some or all of the assets in their accounts
are invested. Set forth below is a summary of the manner in which the ABA
Retirement Plan satisfies the requirement of the regulations.

OPPORTUNITY TO EXERCISE CONTROL. The ABA Retirement Plan provides
Participants (or beneficiaries) an opportunity to give investment instructions
to a fiduciary designated by the Employer, which is State Street unless the
Employer designates another fiduciary for this purpose. Participants (or
beneficiaries) also are provided (or have the opportunity to obtain) certain
information intended to enable them to make informed decisions as to available
investment alternatives. This information includes: (i) identification and
description of the investment options available under the plan, including a
general description of the investment objectives and risk and return
characteristics of each option; (ii) identification of any investment managers
designated by the Employer; (iii) a description of plan procedures under which
Participants may give investment instructions, including limitations on
frequency or number of directions; (iv) identification of certain transaction
fees and expenses which are charged to a Participant's account; (v) copies of
prospectuses with respect to any mutual fund where a Participant's account has
no previous investment in such option; and (vi) copies of certain materials
(such as voting forms and proxy information) necessary for a Participant to
exercise pass-through voting, tender and similar rights.

Upon request, certain additional information must be provided to Participants
by the Plan fiduciary designated by the Employer (or person or persons
designated by the Plan fiduciary to act on its behalf), and the Employer must
identify the name, address and phone number of such person or persons. For an
Employer which has not designated a fiduciary other than State Street for this
purpose, requests should be made to State Street Bank and Trust Company, ABRA
Program Services, P.O. Box 9109, Boston, MA 02209-9109 or by calling the ABRA
Customer Service Line at State Street at (800) 348-2272. This information
includes: (i) a description of the annual operating expenses of each Investment
Option, such as investment management fees, administrative fees and transaction
costs, which may reduce a Participant's account, and the aggregate amount of
such expenses expressed as a percentage of net assets of the Investment Option;
(ii) copies of prospectuses, financial statements and reports and other
materials relating to Investment Options; (iii) a list of the underlying assets
of an Investment Option that holds "plan assets" (within the meaning of
Department of Labor Regulation Section 2510.3-101), and the value of each such
asset (or the proportion of the investment alternative which it comprises), and
with respect to certain fixed rate investment contracts, the name of the issuer
of the contract and the contract term and rate of return; (iv) information
concerning the value of shares or units in available Investment Options,
including their past and current investment performance; and (v) information
concerning the value of shares or units in investment options held in a
Participant's account.

The Department of Labor regulations permit fiduciaries to decline to
implement a Participant's investment instructions under certain circumstances,
for example, if the result would be a transaction prohibited under ERISA or the
Internal Revenue Code, or would generate taxable income to the plan. State
Street, as plan trustee, may, therefore, decline to follow the investment
instructions of a

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Participant under certain circumstances. It is generally not anticipated,
however, that the exercise of investment elections allowed under the ABA
Retirement Plan, including Self-Managed Accounts, would result in such
circumstances.

RANGE OF INVESTMENT ALTERNATIVES. The Department of Labor regulations require
a plan to offer at least three "core" investment alternatives which (i) are
diversified as to type of investment; (ii) have materially different risk and
return characteristics; (iii) in the aggregate enable a Participant to achieve
an investment portfolio with appropriate aggregate risk and return
characteristics; and (iv) tend to minimize through diversification the overall
risk to Participants' portfolios. The Stable Asset Return Fund, the Bond Fund,
the Balanced Fund, the Value Equity Fund, the Growth Equity Fund, the Index
Fund, the Aggressive Equity Fund and the International Equity Fund are intended
to constitute "core" investment options. See "Stable Asset Return Fund,"
"Intermediate Bond Fund," "Balanced Fund," "Value Equity Fund," "Growth Equity
Fund," "Index Equity Fund," "Aggressive Equity Fund" and "International Equity
Fund." A plan also may offer additional "non-core" investment options, such as
Insurance Investment Contracts and, if the Employer has so provided, the Self-
Managed Account. The relief from fiduciary liability provided by section 404(c)
of ERISA is applicable to all investment elections under a plan, including any
elections to invest in any of the "non-core" investments described above.

The Department of Labor regulations require a plan to allow Participants to
transfer among the "core" investment options at least once during any three-
month period. The ABA Retirement Plan generally permits Participants to make
investment elections and make transfers among investment options on a daily
basis.

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REGULATION OF COLLECTIVE TRUST

Although Funds and the Structured Portfolio Service are similar in certain
respects to registered open-end management investment companies (commonly
referred to as "mutual funds"), Funds and the Structured Portfolio Service
under the Collective Trust are exempt from registration under the Investment
Company Act because they are "collective trust funds" maintained by a bank
consisting solely of assets of the Plans. For this reason, the Funds and the
Structured Portfolio Service are not subject to compliance with the
requirements of the Investment Company Act that apply to mutual funds.

A typical mutual fund is operated by a board of trustees through contractual
arrangements with one or more investment advisers, administrators, custodians
and similar service providers. Under the Investment Company Act, a mutual fund
is required to provide shareholders with voting rights with respect to a
variety of matters, including the election of the mutual fund's trustees, the
approval of the fund's contracts with its investment advisers and the approval
of changes to the mutual fund's fundamental investment policies.

Unlike the typical mutual fund, the Collective Trust is operated by a single
corporate trustee (State Street), which is responsible for all aspects of each
Fund and the Structured Portfolio Service, including portfolio management,
administration and custody. Under the Collective Trust, Investors have no
voting rights with respect to the selection of State Street, as trustee, the
selection of the Fund's Investment Advisors or changes to any investment policy
of a Fund and the Structured Portfolio Service. State Street may make
additional Funds available as Investment Options from time to time subject to
the approval of ABRA, and State Street may terminate or amend the terms of the
Funds from time to time upon notice to, and in consultation with, ABRA. On
behalf of the Investors, however, ABRA will exercise independent oversight of
State Street with respect to certain aspects of the Program. In particular,
none of the fees charged by State Street or the Investment Advisors may be
changed without the prior approval of ABRA. For additional information
concerning the role of ABRA under the Program, see "American Bar Retirement
Association."

Under the Investment Company Act, the investment advisor to a mutual fund and
its affiliates are prohibited from engaging in principal transactions with the
mutual fund. Although these provisions of the Investment Company Act do not
apply to the Funds and the Structured Portfolio Service, similar prohibitions
on self-dealing are applicable to State Street and each Investment Advisor
under ERISA.

A mutual fund is required to issue "redeemable securities" within the meaning
of the Investment Company Act. To satisfy this requirement, a mutual fund may
not invest more than 10% of its assets in illiquid securities and may not
suspend or postpone the redemption of shares for more than seven days, except
under certain extraordinary circumstances. Similar provisions have been adopted
with respect to each of the Funds, except the Stable Asset Return Fund, which
may invest more than 10% of its assets in illiquid securities and may
temporarily suspend or postpone withdrawals or transfers if there are
insufficient liquid assets to satisfy withdrawal or transfer requests. For
additional information concerning the risks associated with an investment in
the Stable Asset Return Fund, see "Stable Asset Return Fund."

The Stable Asset Return Fund relies on Amortized Cost Pricing as the method
for valuing portfolio securities of the Fund. Unlike a mutual fund, however,
the Fund and the Structured Portfolio Service are not subject to Rule 2a-7
under the Investment Company Act, which requires a mutual fund, as a condition
to the use of Amortized Cost Pricing, to satisfy certain quality
diversification and maturity standards with respect to its portfolio. For a
more complete description of the risks associated with the use of Amortized
Cost Pricing, see "Stable Asset Return Fund--Valuation of Units."

Finally, because the Funds and the Structured Portfolio Service are not
registered under the Investment Company Act, the Funds and the Structured
Portfolio Service are not subject to the periodic reporting requirements of the
Investment Company Act and the operations of the Funds and the Structured
Portfolio Service are not subject to inspection by the Securities and Exchange

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Commission. State Street, however, is subject to supervision and examination by
the Board of Governors of the Federal Reserve System, the Federal Deposit
Insurance Corporation and the Massachusetts Commissioner of Banks. Furthermore,
State Street is required to comply with the provisions of ERISA, to the extent
applicable, in connection with the administration of the Program.

FEDERAL INCOME TAX CONSIDERATIONS

The provisions of the Internal Revenue Code relating to contributions and
distributions under qualified retirement plans are outlined briefly below. For
purposes of this outline it is assumed that Participants are not participants
in any other qualified retirement plan. Provisions of the Internal Revenue Code
that govern participation, vesting, funding or prohibited transactions are
generally not discussed herein, although some information on these subjects
appears elsewhere. There is also no discussion herein of the reporting and
disclosure or fiduciary requirements of ERISA. In addition, there is no
discussion of the impact, if any, of state laws that may apply. For information
on these matters, Employers, Plan trustees and Participants should consult
their tax advisors.

An Eligible Employer's adoption of the Pooled Trust does not require IRS
approval. If an Eligible Employer adopts an ABA Members Plan, the Eligible
Employer will not need IRS approval unless the Eligible Employer adopts certain
provisions or maintains another plan. State Street will inform Eligible
Employers whether they need to submit their plan to the IRS for approval. If
such a submission is required, Eligible Employers will have to pay the IRS a
user fee, which is currently $125. This fee is subject to change at the
discretion of the IRS.

CONTRIBUTIONS

Employer contributions to a Plan are deductible in the fiscal year for which
they are made if the limitations of section 404 of the Internal Revenue Code
are met. As a general rule, Employer contributions must be made for any fiscal
year by the due date (including extensions) for filing the Employer's federal
income tax return for that fiscal year. However, Participants' salary deferral
contributions under a 401(k) plan and Participants' voluntary after-tax
contributions must be contributed by the Employer as soon as practicable after
the payroll period for which the deferral or contribution is made and within
the time specified by applicable law.

An Employer that has adopted the ABA Retirement Plan as a profit sharing plan
makes contributions in discretionary amounts to be determined annually. An
individually designed profit sharing plan may provide for contributions that
are either discretionary or fixed by a formula contained in the Plan. The
aggregate Employer contribution to the Plan, including Participants' salary
deferrals under a 401(k) arrangement, is limited to 15% of all Participants'
taxable compensation for the plan year.

An Employer that has adopted the ABA Retirement Plan as a defined
contribution pension plan must contribute a percentage of each Participant's
compensation as specified by the Employer in the participation agreement. An
Employer that has adopted the ABA Retirement Plan as a target benefit pension
plan must contribute an amount actuarially determined necessary to fund the
benefit targeted at normal retirement age. In either a defined contribution
pension plan or a target benefit plan, the Employer deductible contribution is
limited by the formula specified in the participation agreement.

Contributions on behalf of each Participant in one or more Plans established
under the ABA Retirement Plan are limited to the lesser of $30,000 and 25% of
taxable compensation (excluding, in the case of self-employed persons, all
deductible plan contributions, other than 401(k) salary deferral contributions,
and one-half of self-employment (SECA) taxes paid). The Participant's after-tax
employee contributions, and salary deferrals under a 401(k) plan and
forfeitures are taken into account for purposes of applying this limitation.
Employer contributions under the ABA Retirement Plan or an individually
designed defined contribution plan that are in excess of the foregoing limits
are not deductible.

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A Participant's deferrals under a 401(k) plan may not exceed $7,000 as
adjusted for inflation ($9,500 for 1997) when combined with his elective
contributions to simplified pensions (SEPs) and tax deferred (section 403(b))
annuities and contributions deductible by the employee under a trust described
under section 501(c)(18) of the Internal Revenue Code.

Under the ABA Defined Benefit Plan or any individually designed defined
benefit pension plan, the Plan's actuary determines the amount of the annual
contribution. If the Employer adopts both the ABA Defined Benefit Plan and the
ABA Retirement Plan (or any other combination of defined benefit and defined
contribution plans), its deductible contribution is limited to 25% of all
Participants' taxable compensation or the amount necessary to meet the minimum
funding standard under the defined benefit plan, whichever is greater.

If the Employer contributes more to the Plan than is deductible under the
above rules, the Employer may be liable for a 10% penalty tax on that non-
deductible amount and may risk disqualifying the plan.

Elective deferrals to a 401(k) plan are subject to applicable FICA (social
security) and FUTA (unemployment) taxes.

DISTRIBUTIONS

Income or gains on contributions are generally not subject to federal income
tax until benefits are distributed to the Participant or the Participant's
beneficiary. Generally, distributions in excess of an employee's after-tax
contributions are taxed as ordinary income to the recipient.

LUMP SUM PAYMENT. If a Participant's benefits are paid as a lump sum
distribution after the Participant participates in a Plan for at least five
taxable years, the recipient may be able to use five-year income averaging.
Under this method, the lump sum distribution is taxed in the year of receipt as
though it were the recipient's only income and were received over a five-year
period. To qualify for five-year income averaging, the distribution must
consist of the Participant's entire interest in the Plan and must be made in
one taxable year of the recipient after attainment of age 59 1/2. Five-year
income averaging is available only for one lump sum distribution, and only
after age 59 1/2. Through 1991, a recipient may elect capital gain treatment
with respect to a percentage of the portion of the Participant's lump sum
distribution attributable to pre-1974 contributions. Note: Effective for tax
years beginning after December 31, 1999, five-year income averaging is
repealed.

If a Participant was born before 1936, the Participant may elect to have
special rules apply to one lump sum distribution provided it is made after
attainment of age 59 1/2 or on account of death, disability (if the Participant
is self-employed), or separation from service if the Participant is an
employee. Under these special rules, a Participant may elect either ten-year
income averaging using 1986 rates or five-year income averaging using then
current rates. Furthermore, a Participant may elect separately to pay tax on
the portion of the Participant's distribution attributable to pre-1974
contributions at a flat 20% rate.

Any part of the taxable portion of a Participant's account balance or benefit
may qualify for a tax-deferred rollover into an IRA or another employer's
qualified plan that accepts rollovers if the rollover is completed within 60
days, unless the distribution is one of a series of substantially equal
payments (such as annuity payments or installments) made (1) over the life (or
life expectancy) of the Participant or the joint lives (or joint life
expectancies) of the Participant and his beneficiary, or (2) over a specified
period of 10 years or more. In addition, installment payments from a Plan
required to be made because a Participant has attained age 70 1/2 are not
eligible for rollover. Amounts that are rolled over into an IRA cannot
generally be withdrawn without penalty before the Participant reaches age 59
1/2 and any such withdrawals will be taxable as ordinary income and will be
ineligible for the preferential five-year averaging for lump-sum distributions.
A rollover can be made "directly" from the plans to an IRA or to another
employer's qualified plan that accepts rollovers. The amount of any eligible
rollover distribution that is not transferred in a "direct" rollover is subject
to mandatory 20%

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withholding. Additionally, any amount that is not rolled over is includible in
the Participant's gross income and may be subject to the 10% additional income
tax on premature distributions described below.

ANNUITY PAYMENTS AND MONTHLY INSTALLMENTS. Each annuity or installment
payment a Participant receives is treated as ordinary income except where the
Participant has a "cost basis" in the benefit. A Participant's cost basis is
equal to the amount of the Participant's voluntary after-tax contributions,
plus any Employer contributions the Participant was required to include in
gross income in prior years. A portion of each payment a Participant receives
will be excluded from gross income to reflect the recovery of the Participant's
cost basis.

IN-SERVICE WITHDRAWALS OF AFTER-TAX CONTRIBUTIONS. The portion of each in-
service withdrawal of voluntary after-tax employee contributions that is
attributable to earnings will be included in a Participant's gross income.
Amounts contributed before January 1, 1987 to employer plans that on May 5,
1986 permitted active employees to withdraw their after-tax contributions are
taxable upon withdrawal only to the extent that they exceed the amount of the
Participant's cost basis. Amounts included in gross income under this rule may
also be subject to the additional 10% income tax on premature distributions
described below.

PREMATURE DISTRIBUTIONS. A Participant may be liable for an additional 10%
income tax on all taxable amounts distributed before age 59 1/2 unless the
distribution falls within a specified exception or is rolled over into an IRA
or other qualified plan.

The exceptions to the penalty tax include (a) distributions made on account
of the Participant's death or disability, (b) distributions in the form of a
life annuity or installments over the Participant's life expectancy (or the
joint life expectancy of the Participant and the Participant's beneficiary),
(c) distributions due to separation from active service after age 55 and (d)
distributions used to pay deductible medical expenses.

EXCESS DISTRIBUTIONS. For tax years beginning on and after January 1, 2000, a
Participant may be liable for a 15% excise tax on all distributions in excess
of a threshold amount.

EXCESS ACCUMULATION. The estate of a Participant may be liable for a 15%
additional estate tax if upon the Participant's death, the aggregate amounts
accumulated on the Participant's behalf in qualified plans, IRAs and tax
deferred annuities exceed a threshold amount which varies depending on the
Participant's age and applicable interest rate in effect at death. The estate
of a Participant who made a special grandfather election on his 1987 or 1988
Federal income tax return may be subject to a different threshold.

FEDERAL INCOME TAX WITHHOLDING

Under the ABA Members Plans, federal income tax will be withheld from all
taxable payments unless, where permitted, the recipient elects otherwise. The
rate of withholding will depend on the type and, in certain cases, the amount
of the distribution. A person receiving periodic monthly payments of less than
$1,200 in 1997 will generally be exempt from withholding, although he may elect
to have tax withheld. A person receiving monthly payments of $1,200 or more
will generally be subject to withholding as if the benefit payments were wages,
unless he elects not to have tax withheld. Where a person whose monthly
payments are $1,200 or more makes no withholding election whatsoever, tax will
be withheld as if the person were married and claiming three withholding
allowances. A special withholding table may be used to determine the
withholding liability of a periodic payment. Although the amount of any
periodic payment that will be withheld is determined as if the periodic payment
were a payment of wages to the Participant for a payroll period, the amount to
be withheld is calculated separately from any amounts that are actually paid to
the Participant as

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wages for the same period. Non-periodic distributions from a Plan will be
subject to mandatory withholding at the rate of 20%, unless the distribution is
transferred directly to another employer's qualified plan or to an IRA. A
Participant will receive additional information and appropriate forms for
withholding when he requests the necessary forms for a distribution or
withdrawal.

Under an Individually Designed Plan that uses the Pooled Trust for investment
only, State Street will pay the full amount of the distribution to the Plan's
trustee. The Plan's trustee is responsible for withholding federal income tax
upon distribution to the Participant.

TAXATION OF COLLECTIVE TRUST

The Collective Trust is a tax-exempt group trust established pursuant to
Revenue Ruling 81-100, 1981-1 C.B. 326. State Street has received from the IRS
on behalf of the Collective Trust a favorable determination letter with respect
to the tax-exempt status of the Collective Trust.

As a tax-exempt group trust, the Collective Trust is not subject to federal
income tax unless the Collective Trust generates unrelated business taxable
income as defined in the Internal Revenue Code ("UBTI"). It is the policy of
State Street not to invest any portion of the assets of the Collective Trust in
a manner that will generate UBTI. However, if State Street determines that a
proposed investment cannot be structured to avoid UBTI and that the projected
after-tax return on that investment is sufficient to justify the making of such
investment, then State Street may elect to make that investment. In the
unlikely event that any UBTI is incurred by the Collective Trust, it is
anticipated that any tax thereon would be reported and paid by the Collective
Trust as an expense of the Collective Trust.

LEGAL MATTERS

The validity of the issuance of the Units offered hereby has been passed upon
for the Collective Trust by Paul, Weiss, Rifkind, Wharton & Garrison, New York,
New York. Paul Weiss, Rifkind, Wharton & Garrison will rely, as to matters of
Massachusetts law, upon the opinion of Goodwin, Procter & Hoar LLP, Boston,
Massachusetts.

EXPERTS

The financial statements of each of the Funds, appearing in this Prospectus
have been so included in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.

AVAILABLE INFORMATION

The Collective Trust is subject to the informational requirements of the
Exchange Act and in accordance therewith, it files reports and other
information with the Commission in Washington, D.C.

Registration Statements on Form S-1, including amendments thereto, relating
to the Units offered hereby have been filed by the Collective Trust with the
Commission. This Prospectus does not contain all the information set forth in
the Registration Statements to which they relate and the exhibits and schedules
thereto. Statements contained in this Prospectus as to the contents of any
contract or any other document referred to are not necessarily complete, and in
each instance reference is made to the copy of such contract or other document
filed or incorporated by reference as an exhibit to the Registration
Statements, each such statement being qualified in all respects by such
reference. For further information with respect to the Collective Trust and
State Street and the Units offered by the Prospectus reference is hereby made
to the Registration Statements, exhibits and schedules.

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The Collective Trust's reports and other information filed in accordance with
the Exchange Act and the Registrations Statements and exhibits and schedules
thereto may be inspected, without charge, and copied at at the public reference
facility maintained at the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and on request, at the Commission's
regional offices at 7 World Trade Center, New York, New York 10048 and the
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material may also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission also maintains a site on the World
Wide Web that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission
(including the Collective Trust). The address of such site is
http://www.sec.gov.

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GLOSSARY OF TERMS USED IN PROSPECTUS

ABA--American Bar Association.

ABA DEFINED BENEFIT PLAN--The American Bar Association Members Defined Benefit
Plan, a defined benefit master plan.

ABA MEMBERS PLANS--The ABA Defined Benefit Plan and the ABA Retirement Plan,
collectively.

ABA MEMBERS TRUSTS--The Master Trust and the Pooled Trust, collectively.

ABA RETIREMENT PLAN--The American Bar Association Members Retirement Plan, a
defined contribution master plan.

ABRA--The American Bar Retirement Association, an Illinois not-for-profit
corporation established by the ABA to sponsor retirement programs for its
members and members of certain affiliated organizations.

ADRS--American Depository Receipts, which are securities representing interests
in securities issued by foreign corporations that are traded in U.S. dollars on
U.S. markets.

AGGREGATE RECORDKEEPING PLANS--Any Plan for which State Street keeps records on
an aggregate Plan basis, but does not keep records of separate accounts of
Participants under the Plan.

AGGRESSIVE EQUITY FUND--A Fund under the Collective Trust.

AMORTIZED COST PRICING--A method of valuing debt securities in which the
security is valued initially at its cost and, thereafter, assuming a constant
amortization to maturity of any discount or premium, regardless of the impact
on fluctuating interest rates on the market value of the security.

BALANCED FUND--A Fund under the Collective Trust.

BASE PLAN--The Investment Options, including the Equitable Real Estate Account
but excluding the Self-Managed Account, to which a Participant or Employer has
allocated assets.

BGI--BZW Barclay's Global Investors, anticipated future investment advisor to
the index portion of the Bond Fund.

BOND FUND--A Fund under the Collective Trust.

BOND INDEX FUND--the MasterWorks Bond Index Fund, a registered investment
company in which the Bond Fund invests.

BUSINESS DAY--Any day State Street is open and the New York Stock Exchange is
open for trading.

CAPITAL GUARDIAN--Capital Guardian Trust Company, an Investment Advisor to the
Growth Equity Fund and Aggressive Equity Fund.

COLLECTIVE TRUST--The American Bar Association Members/State Street Collective
Trust, a collective trust established and maintained by State Street for the
purpose of providing Investment Options to Investors under the Program.

COLUMBUS CIRCLE--Columbus Circle Investors, an Investment Advisor to the Growth
Equity Fund.

COMMISSION--The U.S. Securities and Exchange Commission.

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ELIGIBLE EMPLOYER--A law practice, bar association or other organization that
is eligible to adopt the Program.

ELIGIBLE INVESTORS--Participants in Plans established under the ABA Retirement
Plan, Employers that have established a Plan under the ABA Defined Benefit Plan
and Plan trustees under certain Individually Designed Plans, provided that in
such case the Employer or Plan trustee establishing such Plan has designated
the Self-Managed Account as an available Investment Option for its Plan.

EMPLOYER--An employer that has adopted an ABA Members Plan or has caused the
Pooled Trust to be adopted as part of its Individually Designed Plan. In some
contexts, Employer may also refer to the trustee of a trust established
pursuant to an Individually Designed Plan.

EQUITABLE LIFE--The Equitable Life Assurance Society of The United States, a
New York stock life insurance company.

EQUITABLE REAL ESTATE ACCOUNT--An Equitable Life separate account offered by
Equitable Life, as an Investment Option under the Program through December 31,
1991.

ERISA--The Employee Retirement Income Security Act of 1974, as amended.

FUNDS--Collective investment funds under the Collective Trust.

GIC--A guaranteed investment contract issued by an insurance company.

GROWTH EQUITY FUND--A Fund under the Collective Trust.

INDEX EQUITY FUND--A Fund under the Collective Trust.

INDIVIDUAL MASTER PLAN--A Plan adopted by an Eligible Employer under either the
ABA Defined Benefit Plan or the ABA Retirement Plan.

INDIVIDUALLY DESIGNED PLAN--A qualified individual employee pension or profit
sharing plan adopted by an Eligible Employer, other than an Individual Master
Plan.

INITIAL BOND FUND INVESTMENT VEHICLES--The Bond Index Fund and the Total Return
Fund.

INITIAL INVESTMENT VEHICLES--The Bond Index Fund, the Total Return Fund and the
T. Rowe International Fund.

INSURANCE INVESTMENT CONTRACT--Investment contracts issued by insurance
companies (commonly known as "guaranteed investment contracts or "GICs") of
three-year or five-year maturities and available as Investment Options under
the Program.

INTERNAL REVENUE CODE--The Internal Revenue Code of 1986, as amended.

INTERNATIONAL EQUITY FUND--A Fund under the Collective Trust.

INVESTMENT ADVISOR--A person or entity appointed by State Street to make
recommendations regarding the acquisition and disposition of assets in a Fund.

INVESTMENT COMPANY ACT--The Investment Company Act of 1940.

INVESTMENT CONTRACTS--Investment contracts or funding agreements issued by
insurance companies or investment contracts or certificates of deposit issued
by banks or trust companies.

INVESTMENT OPTION--Any investment vehicle to which assets contributed under the
Program may be allocated.

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INVESTMENT PERIOD--The specified period during which contributions are accepted
under the Program for the next purchase of designated Insurance Investment
Contracts.

INVESTOR--The person vested with the responsibility of determining the
allocation of the assets of a Plan among the Investment Options available under
the Program. The terms of each Plan determine the identity of the Investor for
the assets of the Plan or portion thereof.

IRS--Internal Revenue Service.

LB BOND INDEX--The Lehman Brothers Government/Corporate Bond Index.

LINCOLN CAPITAL--Lincoln Capital Management Company, an Investment Advisor to
the Balanced Fund.

MASTER TRUST--The American Bar Association Members Retirement Trust, which
holds assets contributed to the Program by Employers and Participants under the
Individual Master Plans.

MILLER, ANDERSON & SHERRERD--An Investment Advisor to the Balanced Fund.

MOODY'S--Moody's Investors Service, Inc.

NRSRO--Nationally recognized statistical rating organization.

PARTICIPANT--Employees (together with their beneficiaries where the context so
requires) of Employers and self-employed individuals who have adopted the
Program for their practices.

PIMCO--Pacific Investment Management Company, anticipated future Investment
Advisor to the actively managed portion of the Bond Fund.

PLAN--Either an Individual Master Plan or an Individually Designed Plan.

PLAN TRUSTEE--The trustee of an Individually Designed Plan.

POOLED TRUST--The American Bar Association Members Pooled Trust for Retirement
Plans, which holds assets contributed to the Program by Individually Designed
Plans.

PRICE-FLEMING--Rowe Price-Fleming International, Inc., anticipated future
Investment Advisor to the International Equity Fund.

PROGRAM--The American Bar Association Members Retirement Program.

RCM CAPITAL--RCM Capital Management, an Investment Advisor to the Growth Equity
Fund.

RUSSELL INDEX--Russell 3000 Index, which the Index Fund seeks to replicate.

SANFORD BERNSTEIN--Sanford C. Bernstein & Co., Inc., an Investment Advisor to
the Value Equity Fund.

S&P--Standard & Poor's Corporation.

S&P 500 INDEX--Standard & Poor's 500 Composite Stock Price Index.

SECURITIES ACT--The Securities Act of 1933.

SELF-MANAGED ACCOUNT--An Investment Option through which a Participant may
direct the purchase and sale of publicly traded debt and equity securities and
shares of mutual funds for the Participant's individual account.

90
<PAGE>

SHORT TERM INVESTMENT PRODUCTS--U.S. Government Obligations, notes, bonds and
similar debt instruments of corporations, commercial paper, certificate of
deposit and time deposits, bankers' acceptances, variable and indexed interest
notes and repurchase agreements.

SIT ASSOCIATES--Sit Investment Associates, Inc., an Investment Advisor to the
Aggressive Equity Fund.

STABLE ASSET RETURN FUND--A Fund under the Collective Trust.

STATE STREET--State Street Bank and Trust Company, a trust company organized
under the laws of The Commonwealth of Massachusetts that serves as trustee of
the ABA Members Trusts and the Collective Trust and as administrator of the
Program.

STRUCTURED PORTFOLIO SERVICE--three portfolios established under the Collective
Trust that offer conservative, moderate and aggressive allocations,
respectively, of assets among the Funds described herein.

SWEEP ACCOUNT--An account established for a Participant with a mutual fund or
other short-term investment fund for the temporary investment of excess cash
held in the Participant's Self-Managed Account.

T. ROWE INTERNATIONAL FUND--The T. Rowe Price International Stock Fund, a
registered investment company in which the International Equity Fund invests.

TOTAL RETURN FUND--The PIMCO Total Return Fund, a registered investment company
in which the Bond Fund invests.

UNIT--A pro rata beneficial interest in a Fund or a portfolio of the Structured
Portfolio Service under the Collective Trust.

UNIT VALUe--The dollar value of a Unit of a Fund or of an interest in a
portfolio of the Structured Portfolio Service.

U.S. GOVERNMENT OBLIGATIONS--Obligations of the United States and the agencies
and instrumentalities thereof.

VALUE EQUITY FUND--A Fund under the Collective Trust.

VRU--The Voice Response Unit, which may be reached by dialing (800) 348-2272.

WITHDRAWAL SEQUENCE--The order in which Investment Options are chosen for the
withdrawal of assets to pay fees under the Program.

91
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

INDEX TO FINANCIAL STATEMENTS

DECEMBER 31, 1996

<TABLE>
<CAPTION>
PAGE(S)
-------
<S> <C>
Report of Independent Accountants....................................... F-3
Financial Statements:
AGGRESSIVE EQUITY FUND
Statement of Assets and Liabilities................................... F-4
Statement of Operations............................................... F-5
Statement of Changes in Net Assets.................................... F-6
Selected Per-Unit Data and Ratios..................................... F-7
Schedule of Investments............................................... F-8
BALANCED FUND
Statement of Assets and Liabilities................................... F-17
Statement of Operations............................................... F-18
Statement of Changes in Net Assets.................................... F-19
Selected Per-Unit Data and Ratios..................................... F-20
Schedule of Investments............................................... F-21
GROWTH EQUITY FUND
Statement of Assets and Liabilities................................... F-36
Statement of Operations............................................... F-37
Statement of Changes in Net Assets.................................... F-38
Selected Per-Unit Data and Ratios..................................... F-39
Schedule of Investments............................................... F-40
STABLE ASSET RETURN FUND
Statement of Assets and Liabilities................................... F-49
Statement of Operations............................................... F-50
Statement of Changes in Net Assets.................................... F-51
Selected Per-Unit Data and Ratios..................................... F-52
Schedule of Investments............................................... F-53
INDEX EQUITY FUND
Statement of Assets and Liabilities................................... F-55
Statement of Operations............................................... F-56
Statement of Changes in Net Assets.................................... F-57
Selected Per-Unit Data and Ratios..................................... F-58
INTERMEDIATE BOND FUND
Statement of Assets and Liabilities................................... F-59
Statement of Operations............................................... F-60
Statement of Changes in Net Assets.................................... F-61
Selected Per-Unit Data and Ratios..................................... F-62
</TABLE>

F-1
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

INDEX TO FINANCIAL STATEMENTS

DECEMBER 31, 1996

<TABLE>
<CAPTION>
PAGE(S)
-------
<S> <C>
INTERNATIONAL EQUITY FUND
Statement of Assets and Liabilities................................... F-63
Statement of Operations............................................... F-64
Statement of Changes in Net Assets.................................... F-65
Selected Per-Unit Data and Ratios..................................... F-66
VALUE EQUITY FUND
Statement of Assets and Liabilities................................... F-67
Statement of Operations............................................... F-68
Statement of Changes in Net Assets.................................... F-69
Selected Per-Unit Data and Ratios..................................... F-70
Schedule of Investments............................................... F-71
STRUCTURED PORTFOLIO SERVICE
(CONSERVATIVE, MODERATE, AGGRESSIVE)
Statement of Assets and Liabilities................................... F-80
Statement of Operations............................................... F-81
Statement of Changes in Net Assets.................................... F-82
Selected Per-Unit Data and Ratios..................................... F-84
Notes to Financial Statements......................................... F-86
</TABLE>

F-2
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustee and Unitholders of theAmerican Bar Association Members/State
Street Collective Trust

In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments, and the related statements of
operations and of changes in net assets and the selected per-unit data and
ratios present fairly, in all material respects, the financial position of the
Aggressive Equity Fund, Balanced Fund, Growth Equity Fund, Stable Asset Return
Fund, Index Equity Fund, Intermediate Bond Fund, International Equity Fund,
Value Equity Fund, Conservative Structured Portfolio Service, Moderate
Structured Portfolio Service and Aggressive Structured Portfolio Service
constituting the American Bar Association Members/State Street Collective Trust
(hereafter referred to as the "Trust") at December 31, 1996, and the results of
each of their operations, the changes in each of their net assets and the
selected per-unit data and ratios for the periods indicated, in conformity with
generally accepted accounting principles. These financial statements and
selected per-unit data and ratios (hereafter referred to as "financial
statements") are the responsibility of the Trust's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation of
securities at December 31, 1996 by correspondence with the custodian and
brokers and the application of alternative procedures where confirmations from
brokers were not received, provide a reasonable basis for the opinion expressed
above.

Price Waterhouse LLP
Boston, Massachusetts

March 13, 1997

F-3
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

AGGRESSIVE EQUITY FUND

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1996

<TABLE>
<S> <C>
ASSETS
Investments, at value (cost $210,446,953)......................... $276,817,407
Cash.............................................................. 506
Receivable for investments sold................................... 708,938
Dividends and interest receivable................................. 207,092
Unamortized organizational costs.................................. 130,150
------------
Total Assets.................................................... 277,864,093
------------
LIABILITIES
Payable for investments purchased................................. 1,483,352
Payable for fund units redeemed................................... 61,261
Investment advisory fee payable................................... 283,259
State Street Bank and Trust Co.--program fee payable.............. 86,368
Trustee, management and administration fees payable............... 17,897
American Bar Retirement Association--program fee payable.......... 13,220
Other accruals.................................................... 3,268
------------
Total Liabilities............................................... 1,948,625
------------
NET ASSETS (equivalent to $41.01 per unit based on 6,727,703 units
outstanding)..................................................... $275,915,468
============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

AGGRESSIVE EQUITY FUND

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<S> <C>
Investment Income
Dividends (net of foreign tax expense of $787)................... $ 1,506,725
Interest......................................................... 900,043
-----------
Total investment income........................................ 2,406,768
-----------
Expenses
Investment advisory fee.......................................... 1,123,524
State Street Bank and Trust Co.--program fee..................... 935,218
Trustee, management and administration fees...................... 195,990
American Bar Retirement Association--program fee................. 137,248
Amortization of organization costs............................... 92,875
Reports to unitholders........................................... 22,678
Legal and audit fees............................................. 59,699
-----------
Total expenses................................................. 2,567,232
-----------
Net investment loss................................................ (160,464)
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain................................................ 24,233,418
Change in net unrealized appreciation............................ 24,880,200
-----------
Net realized and unrealized gain on investments................ 49,113,618
-----------
Net increase in net assets resulting from operations............... $48,953,154
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

AGGRESSIVE EQUITY FUND

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER 31,
--------------------------
1996 1995
------------ ------------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss)..................... $ (160,464) $ 21,542
Net realized gain on investments................. 24,233,418 24,251,662
Net change in unrealized appreciation on
investments..................................... 24,880,200 25,668,269
------------ ------------
Net increase in net assets resulting from
operations...................................... 48,953,154 49,941,473
------------ ------------
FROM UNITHOLDER TRANSACTIONS
Proceeds from units issued....................... 35,023,922 22,582,789
Cost of units redeemed........................... (22,600,318) (21,663,086)
------------ ------------
Net increase in net assets resulting from
unitholder transactions......................... 12,423,604 919,703
------------ ------------
Net increase in net assets..................... 61,376,758 50,861,176
NET ASSETS
Beginning of year................................ 214,538,710 163,677,534
------------ ------------
End of year...................................... $275,915,468 $214,538,710
============ ============
NUMBER OF UNITS
Outstanding--beginning of year................... 6,390,559 6,352,921
Sold........................................... 937,668 762,699
Redeemed....................................... (600,524) (725,061)
------------ ------------
Outstanding--end of year......................... 6,727,703 6,390,559
============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

AGGRESSIVE EQUITY FUND

SELECTED PER-UNIT DATA AND RATIOS

(For a unit outstanding throughout the period)*

<TABLE>
<CAPTION>
FOR THE PERIOD
JANUARY 2, 1992
FOR THE YEAR ENDED (COMMENCEMENT
DECEMBER 31, OF OPERATIONS)
----------------------------------------- TO DECEMBER 31,
1996 1995 1994 1993 1992
-------- -------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Investment income....... $ .36 $ .32 $ .28 $ .25 $ .30
Expenses................ (.39) (.32) (.28) (.28) (.26)
-------- -------- -------- -------- --------
Net investment income
(loss)................. (.03) -- -- (.03) .04
Net realized and
unrealized gain (loss)
on investments......... 7.47 7.81 (1.00) 3.60 1.43
-------- -------- -------- -------- --------
Net increase (decrease)
in unit value.......... 7.44 7.81 (1.00) 3.57 1.47
Net asset value at
beginning of period.... 33.57 25.76 26.76 23.19 21.72
-------- -------- -------- -------- --------
Net asset value at end
of period.............. $ 41.01 $ 33.57 $ 25.76 $ 26.76 $ 23.19
======== ======== ======== ======== ========
Ratio of expenses to
average net assets..... 1.04 % 1.10 % 1.10 % 1.15 % 1.25 %
Ratio of net investment
income (loss) to
average net assets..... (.06)% .01 % .02 % (.12)% .17 %
Portfolio turnover...... 48 % 63 % 48 % 42 % 43 %
Total return............ 22.16 % 30.32 % (3.74)% 15.39 % 6.77 %
Net assets at end of
period (in thousands).. $275,915 $214,539 $163,678 $153,465 $116,426
</TABLE>
- --------
* Calculations prepared using the monthly average number of units outstanding
during the period.

The accompanying notes are an integral part of these financial statements.

F-7
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

AGGRESSIVE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

COMMON STOCKS (95.6%)
BASIC INDUSTRIES (3.0%)
CHEMICALS
IMC Global Inc. ....................................... 33,500 $ 1,310,688
OM Group Inc. ......................................... 42,000 1,134,000
R.P.M. Inc. Ohio....................................... 74,875 1,272,875
Scotts Co.*............................................ 40,000 795,000
Valspar Corp. ......................................... 18,000 1,019,250
------------
5,531,813
------------
MINING
Oil Dri Corp. Amer. ................................... 32,000 480,000
Pittston Co. .......................................... 50,000 1,000,000
------------
1,480,000
------------
PAPER
Pentair Inc. .......................................... 41,500 1,338,375
------------
TOTAL BASIC INDUSTRIES................................. 8,350,188
------------
CAPITAL GOODS (4.6%)
AGRICULTURAL MACHINERY
Lindsay Mfg Co. ....................................... 28,650 1,339,388
------------
ELECTRICAL EQUIPMENT
ASM Lithography Hldg*.................................. 30,000 1,494,375
Novellus Sys Inc.*..................................... 37,000 2,004,938
------------
3,499,313
------------
INDUSTRIAL MACHINERY
Crane Co. ............................................. 69,900 2,027,100
Integrated Process Equip Corp.*........................ 45,000 810,000
NN Ball & Roller Inc. ................................. 51,700 788,425
Silicon Vy Group Inc.*................................. 75,000 1,509,375
------------
5,134,900
------------
POLLUTION CONTROL
Air & Water Tech Corp., Class A*....................... 86,200 495,650
USA Waste Svcs Inc.*................................... 30,400 969,000
Waste Mgmt Int'l. PLC ADR***........................... 150,900 1,188,338
------------
2,652,988
------------
TOTAL CAPITAL GOODS.................................... 12,626,589
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-8
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

AGGRESSIVE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

CONSUMER BASICS (9.7%)
DRUGS AND HEALTH CARE
Apria Healthcare Group Inc.*........................... 30,000 $ 562,500
Biogen Inc.*........................................... 83,000 3,216,250
Cardiac Pathways Corp.*................................ 8,000 95,000
Cephalon Inc.*......................................... 86,000 1,763,000
Elan PLC ADR***........................................ 102,000 3,391,500
FHP International Corp.*............................... 7,200 267,300
Gilead Sciences Inc.*.................................. 56,500 1,412,500
Healthsouth Corp.*..................................... 113,000 4,364,625
Immune Response Corp. Del.*............................ 137,700 1,136,025
Millenium Pharmaceuticals Inc.*........................ 26,600 462,175
Oxford Health Plans Inc.*.............................. 91,000 5,329,188
Physio Control Int'l. Corp.*........................... 54,700 1,230,750
Ultratech Stepper Inc.*................................ 59,800 1,420,250
------------
24,651,063
------------
FOOD AND BEVERAGES
Ben & Jerry's Homemade Inc.*........................... 50,000 543,750
Thorn Apple Vy Inc.*................................... 60,000 795,000
------------
1,338,750
------------
MISCELLANEOUS
Urocor Inc.*........................................... 79,000 755,438
------------
TOTAL CONSUMER BASICS.................................. 26,745,251
------------
CONSUMER DURABLE GOODS (3.6%)
AUTO PARTS
Standard Prods Co. .................................... 34,400 877,200
Walbro Corp. .......................................... 42,000 766,500
------------
1,643,700
------------
AUTOMOBILES
Harley Davidson Inc. .................................. 60,500 2,843,500
United Auto Group Inc.*................................ 28,700 739,025
------------
3,582,525
------------
HOUSEHOLD APPLIANCES AND FURNISHINGS
Harman Int'l. Inds Inc. New............................ 20,000 1,112,500
Libbey Inc. ........................................... 56,000 1,561,000
Williams Sonoma Inc.*.................................. 25,000 909,375
------------
3,582,875
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-9
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

AGGRESSIVE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

TIRES AND RUBBER
Bandag Inc. ........................................... 23,000 $ 1,089,625
------------
TOTAL CONSUMER DURABLE GOODS........................... 9,898,725
------------
CONSUMER NON-DURABLE GOODS (6.0%)
APPAREL AND TEXTILES
Donna Karan Int'l. Inc.*............................... 49,700 702,013
Jones Apparel Group Inc.*.............................. 28,000 1,046,500
------------
1,748,513
------------
COSMETICS AND TOILETRIES
Lauder Estee Cos. Inc., Class A........................ 40,000 2,035,000
Paragon Trade Brands Inc.*............................. 39,900 1,197,000
------------
3,232,000
------------
RETAIL TRADE
Cole Nat'l Corp., Class A*............................. 28,000 735,000
Kohls Corp.*........................................... 73,000 2,865,250
Micro Whse Inc.*....................................... 36,000 423,000
Nine West Group Inc.*.................................. 14,100 653,888
Peoplesoft Inc.*....................................... 96,000 4,602,000
Petsmart Inc.*......................................... 54,000 1,181,250
Spiegel Inc., Class A.................................. 100,000 706,250
------------
11,166,638
------------
TOYS, AMUSEMENTS, SPORTING GOODS
Coleman Co. Inc.*...................................... 33,600 462,000
------------
TOTAL CONSUMER NON-DURABLES............................ 16,609,151
------------
CONSUMER SERVICES (2.7%)
AIR TRAVEL
Continental Airls Inc., Class B*....................... 55,000 1,553,750
------------
HOTELS AND RESTAURANTS
Buffets Inc.*.......................................... 93,000 848,625
Foodmaker Inc.*........................................ 83,000 736,625
Promus Hotel Corp.*.................................... 46,100 1,365,713
Rio Hotel & Casino Inc.*............................... 87,000 1,272,375
Ruby Tuesday Inc.*..................................... 28,200 521,700
Sizzler Int'l. Inc.*................................... 69,500 199,813
------------
4,944,851
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-10
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

AGGRESSIVE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

LEISURE TIME
Cannondale Corp.*...................................... 34,000 $ 765,000
Casino America Inc.*................................... 54,400 173,400
------------
938,400
------------
TOTAL CONSUMER SERVICES................................ 7,437,001
------------
ENERGY (7.2%)
DOMESTIC OIL
Noble Affiliates Inc. ................................. 58,000 2,776,750
------------
GAS EXPLORATION
Energen Corp. ......................................... 37,500 1,134,375
Triton Energy Ltd., Class A*........................... 30,500 1,479,250
Vintage Petroleum Inc. ................................ 37,800 1,304,100
------------
3,917,725
------------
PETROLEUM SERVICES
Camco Int'l. Inc. ..................................... 85,700 3,952,913
Coflexip ADR**......................................... 34,236 898,695
Global Marine Inc. New*................................ 85,300 1,759,313
Parker & Parsley Petroleum Co. ........................ 126,500 4,648,875
Petroleum Geo Svcs As ADR***........................... 47,500 1,852,500
------------
13,112,296
------------
TOTAL ENERGY........................................... 19,806,771
------------
FINANCE (13.7%)
BANKS
Central Fid Bks Inc. .................................. 52,500 1,351,875
Charter One Finl Inc................................... 42,250 1,774,500
Coast Svgs Finl Inc.*.................................. 30,000 1,098,750
Commerce Bancshares Inc................................ 17,850 825,563
First Amern Corp. Tenn*................................ 7,500 432,188
First Rep BanCorp. Inc.*............................... 50,923 852,960
Hibernia Corp., Class A................................ 50,000 662,500
TCF Financial Corp..................................... 114,500 4,980,750
------------
11,979,086
------------
FINANCIAL SERVICES
APS Hldg Corp., Class A*............................... 27,600 427,800
Green Tree Finl Corp................................... 42,700 1,649,288
Jefferies Group Inc. .................................. 25,000 1,009,375
Keystone Finl Inc...................................... 34,500 862,500
------------
3,948,963
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-11
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

AGGRESSIVE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

INSURANCE
ACE Ltd. .............................................. 39,500 $ 2,374,938
Blanch E W Hldgs Inc. ................................. 13,100 263,638
First American Finl Corp. ............................. 30,000 1,233,750
Harleysville Group Inc. ............................... 30,000 915,000
Mgic Invt Corp. Wis.................................... 55,000 4,180,000
Mercury Gen Corp. New.................................. 89,500 4,698,750
Nac Re Corp.*.......................................... 6,000 203,250
Nymagic Inc. .......................................... 25,000 450,000
------------
14,319,326
------------
INVESTMENT ADVISORS
CMAC Investment Corp. ................................. 44,800 1,646,400
Price T Rowe & Assoc Inc. ............................. 120,500 5,241,750
------------
6,888,150
------------
SAVINGS AND LOAN
First Finl Corp. Inc................................... 31,750 777,875
------------
TOTAL FINANCE.......................................... 37,913,400
------------
GENERAL BUSINESS (12.5%)
BROADCASTING
Comcast Corp., Class A................................. 40,539 722,101
Cox Radio Inc., Class A*............................... 45,000 787,500
Gaylord Entmt Co., Class A............................. 45,352 1,037,427
Global Star Telecom*................................... 36,200 2,280,600
Infinity Broadcasting Corp.*........................... 71,062 2,389,460
Macromedia Inc.*....................................... 49,000 882,000
Spelling Entmt Group Inc.*............................. 55,000 405,625
Westwood One Inc.*..................................... 62,000 1,030,750
------------
9,535,463
------------
BUSINESS SERVICES
Acclaim Entertainment Inc.*............................ 118,100 383,825
Accustaff Inc.*........................................ 26,775 565,622
Corestaff Inc.*........................................ 55,000 1,302,813
Fiserv Inc. ........................................... 83,100 3,053,925
Interim Svcs Inc.*..................................... 21,000 745,500
Jacobs Energy Group Inc.*.............................. 30,000 708,750
Legato Systems Inc.*................................... 21,000 685,125
Loewen Group Inc. ..................................... 58,000 2,269,250
National Data Corp. ................................... 28,500 1,239,750
Paychex Inc. .......................................... 48,000 2,469,000
Stewart Enterprises Inc., Class A...................... 91,000 3,094,000
Team Rent Group Inc.*.................................. 32,000 516,000
------------
17,033,560
------------
</TABLE>
The accompanying notes are an integral part of these financial statements.

F-12
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

AGGRESSIVE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

PUBLISHING
Hollinger International Inc., Class A.................. 65,500 $ 753,250
Pulitzer Pubg Co....................................... 17,000 788,375
Quebecor Prtg Inc. .................................... 74,200 1,298,500
Topps Inc.*............................................ 162,200 648,800
------------
3,488,925
------------
TELECOMMUNICATIONS SERVICES
Comstat Corp. ......................................... 64,000 1,576,000
Netcom Online Communications*.......................... 20,000 260,000
Paging Network Inc.*................................... 87,800 1,338,950
Premisys Communications Inc.*.......................... 18,000 607,500
Vanguard Cellular Sys Inc., Class A*................... 37,900 596,925
------------
4,379,375
------------
TOTAL GENERAL BUSINESS................................. 34,437,323
------------
MISCELLANEOUS (7.0%)
CONGLOMERATES
Chris Craft Inds. Inc.*................................ 23,000 963,125
U S Inds Inc., New*.................................... 45,300 1,557,188
------------
2,520,313
------------
MISCELLANEOUS
Alyn Corp.*............................................ 45,000 489,375
Cymer Inc.*............................................ 40,000 1,925,000
Dendrite Int'l. Inc.*.................................. 97,600 805,200
Depuy Inc.*............................................ 40,000 810,000
Everest Reinsurance Hldgs.............................. 29,000 833,750
Mark Bros. Jewelers Inc.*.............................. 50,000 581,250
Martin Marietta Matls Inc. ............................ 56,000 1,302,000
Moneygram Pmt Sys Inc.*................................ 28,300 374,975
Mondavi Robert Corp., Class A*......................... 16,500 602,250
PFF BanCorp. Inc.*..................................... 70,000 1,041,250
Polymer Group Inc.*.................................... 48,000 666,000
Scripps Howard Inc., Class A........................... 20,000 700,000
Superior Tele Com Inc.*................................ 38,000 774,250
TMP Worldwide Inc.*.................................... 65,000 828,750
TAG Heuer Int'l. Sa ADR* **............................ 31,000 499,875
Transocean Offshore Inc................................ 37,800 2,367,225
------------
14,601,150
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-13
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

AGGRESSIVE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

REAL ESTATE
Brooks Fiber Pptys Inc.*............................... 19,300 $ 492,150
Irvine Apt Cmntys Inc. ................................ 37,800 945,000
------------
1,437,150
------------
ROYALTY TRUST
San Juan Basin Rty Tr. ................................ 80,000 660,000
------------
TOTAL MISCELLANEOUS.................................... 19,218,613
------------
SHELTER (0.4%)
CONSTRUCTION MATERIALS
Granite Const. Inc..................................... 60,000 1,140,000
------------
TOTAL SHELTER.......................................... 1,140,000
------------
TECHNOLOGY (21.5%)
AEROSPACE
Computer Sciences Corp.*............................... 17,000 1,396,125
------------
COMPUTERS AND BUSINESS EQUIPMENT
Ceridian Corp.*........................................ 93,800 3,798,900
Indus Group Inc.*...................................... 35,200 906,400
Komag Inc.*............................................ 40,000 1,085,000
Medic Computer Sys Inc.*............................... 62,000 2,499,375
Metromail Corp. New*................................... 16,400 299,300
Stormedia Inc., Class A*............................... 57,000 919,125
Sundstrand Corp. ...................................... 38,500 1,636,250
3Com Corp.*............................................ 58,500 4,292,438
Western Digital Corp.*................................. 10,000 568,750
------------
16,005,538
------------
ELECTRONICS
ADC Telecommunications Inc.*........................... 59,000 1,836,375
Analog Devices Inc.*................................... 123,500 4,183,563
Aspen Technology Inc.*................................. 8,500 682,125
Avid Technology Inc.*.................................. 41,100 426,413
Credence Systems Corp.*................................ 51,000 981,750
Electronics For Imaging Inc.*.......................... 30,000 2,467,500
Etec Sys Inc.*......................................... 37,200 1,422,900
Kulicke & Soffa Inds Inc............................... 85,000 1,615,000
LoJack Corp.*.......................................... 110,000 1,100,000
Octel Communications Corp.*............................ 71,000 1,242,500
Picturetel Corp. New*.................................. 103,500 2,691,000
Teleflex Inc........................................... 22,400 1,167,600
Xilinx Inc.*........................................... 77,000 2,834,563
------------
22,651,289
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-14
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

AGGRESSIVE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

SOFTWARE
Baan Co. NVF*.......................................... 48,000 $ 1,668,000
Business Objects SA ADR* **............................ 95,000 1,282,500
Cerner Corp.*.......................................... 56,500 875,750
HBO & Co. ............................................. 80,500 4,779,688
HCIA Inc.*............................................. 36,100 1,245,450
Informix Corp.*........................................ 55,500 1,130,813
Intuit Inc.*........................................... 29,000 913,500
Microchip Technology Inc.*............................. 43,000 2,187,625
Parametric Technology Corp.*........................... 101,000 5,188,874
------------
19,272,200
------------
TOTAL TECHNOLOGY....................................... 59,325,152
------------
TRANSPORTATION (2.0%)
RAILROADS AND EQUIPMENT
ABC Rail Prods Corp.*.................................. 51,000 1,013,625
Railtex Inc.*.......................................... 28,000 707,000
------------
1,720,625
------------
TRUCKING AND FREIGHT FORWARDING
Landstar Sys Inc.*..................................... 54,800 1,274,100
Polaris Inds Inc. ..................................... 38,000 902,500
Teekay Shipping Corp. ................................. 29,500 966,125
US Freightways Corp. .................................. 27,000 740,801
------------
3,883,526
------------
TOTAL TRANSPORTATION................................... 5,604,151
------------
UTILITIES (1.7%)
ELECTRONIC UTILITIES
Calenergy Inc.*........................................ 50,000 1,681,250
------------
GAS AND PIPELINE UTILITIES
Enron Global Pwr Pipelines Llc......................... 30,000 810,000
------------
TELEPHONE
Lci International Inc.*................................ 108,500 2,332,750
------------
TOTAL UTILITIES........................................ 4,824,000
------------
TOTAL COMMON STOCKS (Cost $197,580,986)................ 263,936,315
------------
<CAPTION>
PRINCIPAL
----------
<S> <C> <C>
CONVERTIBLE BONDS (COST $275,000) (0.1%)
Trenwick Group Inc. ................................... $ 275,000 290,125
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-15
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

AGGRESSIVE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
UNITS VALUE
---------- ------------
<S> <C> <C>

SHORT TERM INVESTMENTS (COST $12,590,967) (4.6%)
State Street Bank Yield Enhanced Short Term Investment
Fund................................................. 12,590,967 $ 12,590,967
------------
TOTAL INVESTMENTS (100.3%) (COST $210,446,953)........ 276,817,407
Other Assets less Liabilities (-0.3%)................. (901,939)
------------
NET ASSETS (100%)..................................... $275,915,468
============
</TABLE>
- --------
* Non-income producing security.
** An American Depository Receipt (ADR) is a certificate issued by a U.S. bank
representing the right to receive securities of the foreign issuer
described. The values of ADRs are significantly influenced by trading on
exchanges not located in the United States or Canada.

The accompanying notes are an integral part of these financial statements.

F-16
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

BALANCED FUND

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1996

<TABLE>
<S> <C>
ASSETS
Investments, at value (cost $272,594,728)......................... $315,074,250
Cash.............................................................. 32,414
Receivable for investments sold................................... 3,408,893
Receivable for fund units sold.................................... 443,928
Dividends and interest receivable................................. 1,733,590
Unamortized organizational costs.................................. 139,059
Other assets...................................................... 30,377
------------
Total Assets.................................................... 320,862,511
------------
LIABILITIES
Payable for investments purchased................................. 25,098,449
Investment advisory fee payable................................... 229,995
State Street Bank and Trust Co.--program fee payable.............. 93,413
Trustee, management and administration fees payable............... 19,538
American Bar Retirement Association--program fee payable.......... 13,906
Other accruals.................................................... 1,078
Other liabilities................................................. 4,800
------------
Total Liabilities............................................... 25,461,179
------------
NET ASSETS (equivalent to $36.76 per unit based
on 8,036,685 units outstanding).................................. $295,401,332
============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-17
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

BALANCED FUND

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<S> <C>
Investment Income
Dividends (net of foreign tax expense of $23,113)................ $ 3,175,652
Interest......................................................... 7,485,491
Other income..................................................... 12,160
-----------
Total investment income........................................ 10,673,303
-----------
Expenses
Investment advisory fee.......................................... 1,054,148
State Street Bank and Trust Company--program fee................. 1,061,817
Trustee, management and administration fees...................... 222,594
American Bar Retirement Association--program fee................. 155,832
Amortization of organization costs............................... 107,401
Reports to unitholders........................................... 23,150
Legal and audit fees............................................. 60,940
-----------
Total expenses................................................. 2,685,882
-----------
Net investment income.............................................. 7,987,421
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain................................................ 26,015,161
Change in net unrealized appreciation............................ 5,122,866
-----------
Net realized and unrealized gain on investments................ 31,138,027
-----------
Net increase in net assets resulting from operations............... $39,125,448
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-18
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

BALANCED FUND

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER 31,
--------------------------
1996 1995
------------ ------------
<S> <C> <C>
FROM OPERATIONS
Net investment income............................ $ 7,987,421 $ 7,226,056
Net realized gain on investments................. 26,015,161 12,645,440
Net change in unrealized appreciation on
investments..................................... 5,122,866 36,248,116
------------ ------------
Net increase in net assets resulting from
operations...................................... 39,125,448 56,119,612
------------ ------------
FROM UNITHOLDER TRANSACTIONS
Proceeds from units issued....................... 19,822,374 32,559,549
Cost of units redeemed........................... (28,072,708) (23,097,710)
------------ ------------
Net increase (decrease) in net assets resulting
from unitholder transactions.................... (8,250,334) 9,461,839
------------ ------------
Net increase in net assets..................... 30,875,114 65,581,451
NET ASSETS
Beginning of year................................ 264,526,218 198,944,767
------------ ------------
End of year...................................... $295,401,332 $264,526,218
============ ============
NUMBER OF UNITS
Outstanding--beginning of year................... 8,264,600 7,946,412
Sold........................................... 584,936 1,122,266
Redeemed....................................... (812,851) (804,078)
------------ ------------
Outstanding--end of year......................... 8,036,685 8,264,600
============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-19
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

BALANCED FUND

SELECTED PER-UNIT DATA AND RATIOS

(For a unit outstanding throughout period)*

<TABLE>
<CAPTION>
JANUARY 2, 1992
FOR THE YEAR ENDED (COMMENCEMENT
DECEMBER 31, OF OPERATIONS)
-------------------------------------- TO DECEMBER 31,
1996 1995 1994 1993 1992
-------- -------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Investment income....... $ 1.30 $ 1.19 $ 1.08 $ 1.00 $ .89
Expenses................ (.33) (.29) (.26) (.26) (.25)
-------- -------- -------- -------- --------
Net investment income... .97 .90 .82 .74 .64
Net realized and
unrealized gain (loss)
on investments......... 3.78 6.07 (.82) .82 (1.56)
-------- -------- -------- -------- --------
Net increase (decrease)
in unit value.......... 4.75 6.97 -- 1.56 (.92)
Net asset value at
beginning of period.... 32.01 25.04 25.04 23.48 24.40
-------- -------- -------- -------- --------
Net asset value at end
of period.............. $ 36.76 $ 32.01 $ 25.04 $ 25.04 $ 23.48
======== ======== ======== ======== ========
Ratio of expenses to
average net assets..... .96% 1.00% 1.03% 1.07% 1.10%
Ratio of net investment
income to average net
assets................. 2.85% 3.08% 3.32% 3.05% 2.82%
Portfolio turnover...... 180.67% 154.73% 112.51% 153.14% 119.18%
Total return............ 14.84% 27.84% 0.0% 6.64% (3.77%)
Net assets at end of
period (in thousands).. $295,401 $264,526 $198,945 $193,362 $167,242
</TABLE>
- --------
* Calculations prepared using the monthly average number of units outstanding
during the period.

The accompanying notes are an integral part of these financial statements.

F-20
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

BALANCED FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

COMMON STOCKS (57.0%)
BASIC INDUSTRIES (3.8%)
CHEMICALS
Cabot Corp. ........................................... 1,800 $ 45,225
Dow Chem Co. .......................................... 600 47,025
Du Pont EI De Nemours & Co. ........................... 21,200 2,000,750
FMC Corp. New *........................................ 8,800 617,100
Grace W R & Co. ....................................... 36,300 1,878,525
Great Lakes Chemical Corp. ............................ 2,800 130,900
Monsanto Co. .......................................... 80,500 3,129,438
Rhone Poulnec S A ADR**................................ 3,170 107,384
Rohm & Haas Co. ....................................... 1,500 122,438
------------
8,078,785
------------
MINING
Cyprus Amax Minerals Co. .............................. 4,000 93,500
Phelps Dodge Corp. .................................... 6,200 418,500
Potash Corp. Sask Inc. ................................ 400 34,000
------------
546,000
------------
PAPER
Bowater Inc. .......................................... 10,200 383,775
Champion Int'l. Corp. ................................. 9,900 428,175
Kimberly Clark Corp. .................................. 9,836 936,879
------------
1,748,829
------------
PLASTICS
Illinois Tool Wks Inc. ................................ 8,400 670,950
Premark Int'l. Inc. ................................... 3,700 82,325
------------
753,275
------------
TOTAL BASIC INDUSTRIES................................. 11,126,889
------------
CAPITAL GOODS (1.1%)
AGRICULTURAL MACHINERY
Deere & Co. ........................................... 5,700 231,563
------------
CONSTRUCTION AND MINING EQUIPMENT
Caterpillar Inc. ...................................... 1,100 82,775
Harnischfeger Inds Inc. ............................... 2,600 125,125
------------
207,900
------------
ELECTRICAL EQUIPMENT
General Elec Co. ...................................... 5,200 514,150
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-21
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

BALANCED FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

INDUSTRIAL MACHINERY
Cummins Engine Inc. ................................... 21,200 $ 975,200
Ingersoll Rand Co. .................................... 9,600 427,200
Kennametal Inc. ....................................... 1,300 50,538
Parker Hannifin Corp. ................................. 2,200 85,250
Tecumseh Prods Co., Class A............................ 2,500 143,438
Trinova Corp. ......................................... 17,900 651,113
------------
2,332,739
------------
TOTAL CAPITAL GOODS.................................... 3,286,352
------------
CONSUMER BASICS (17.5%)
DRUGS AND HEALTH CARE
Abbott Labs............................................ 3,200 162,400
American Home Products Corp. .......................... 59,000 3,458,875
Baxter Int'l. Inc. .................................... 10,800 442,800
Becton Dickinson & Co. ................................ 14,200 615,925
Bergen Brunswig Corp., Class A......................... 4,300 122,550
Bristol Myers Squibb Co. .............................. 40,200 4,371,750
Cardinal Health Inc. .................................. 20,999 1,223,163
Columbia / HCA Healthcare Corp. ....................... 15,486 631,055
Foundation Health Corp.*............................... 6,000 190,500
Fresenius Med Care Aktiengesel ADR***.................. 27,900 784,688
Guidant Corp. ......................................... 4,700 267,900
Healthcare Compare Corp.*.............................. 12,500 529,688
Health Mgmt Assoc., Class A*........................... 20,200 454,500
Johnson & Johnson...................................... 43,400 2,159,150
Mallinckrodt Inc. New.................................. 15,900 701,588
Maxicare Health Plans Inc.*............................ 3,100 68,975
Merck & Co. Inc. ...................................... 7,900 626,075
Owen Healthcare Inc.*.................................. 3,500 92,750
Pharmacia & Upjohn Inc. ............................... 22,000 871,750
Pfizer Inc. ........................................... 26,700 2,212,763
Schering Plough Corp. ................................. 6,200 401,450
Smithkline Beecham PLC ADR**........................... 45,900 3,121,200
Tenet Healthcare Corp.*................................ 4,800 105,000
------------
23,616,495
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-22
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

BALANCED FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

FOOD AND BEVERAGE
Archer Daniels Midland Co. ............................ 7,623 $ 167,706
Campbell Soup Co. ..................................... 29,000 2,327,250
Coca Cola Co. ......................................... 79,700 4,194,213
Coca Cola Enterprises Inc. ............................ 5,900 286,150
Conagra Inc. .......................................... 7,400 368,150
IBP Inc. .............................................. 4,000 97,000
Pepsico. Inc. ......................................... 77,000 2,252,250
Unilever N V........................................... 17,200 3,014,300
------------
12,707,019
------------
HOUSEHOLD PRODUCTS
Gillette Co. .......................................... 28,000 2,177,000
Procter & Gamble Co. .................................. 31,700 3,407,750
Tupperware Corp. ...................................... 3,700 198,413
------------
5,783,163
------------
TOBACCO
Philip Morris Cos. Inc. ............................... 70,800 7,973,850
RJR Nabisco Hldgs Corp. New............................ 47,220 1,605,480
------------
9,579,330
------------
TOTAL CONSUMER BASICS.................................. 51,686,007
------------
CONSUMER DURABLE GOODS (1.7%)
AUTO PARTS
Eaton Corp. ........................................... 11,800 823,050
------------
AUTOMOBILES
Chrysler Corp. ........................................ 29,600 976,800
Ford Mtr Co. Del. ..................................... 3,700 117,938
General Mtrs Corp. .................................... 39,100 2,179,825
------------
3,274,563
------------
TIRES AND RUBBER
Goodyear Tire and Rubber............................... 16,300 837,413
------------
TOTAL CONSUMER DURABLE GOODS........................... 4,935,026
------------
CONSUMER NON-DURABLES (3.7%)
APPAREL AND TEXTILES
Gucci Group N V........................................ 7,700 491,838
Springs Inds Inc. ..................................... 4,400 189,200
V F Corp. ............................................. 4,000 270,000
Warnaco Group Inc. .................................... 14,200 420,675
------------
1,371,713
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-23
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

BALANCED FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

PHOTOGRAPHY
Eastman Kodak Co. ..................................... 33,500 $ 2,688,375
------------
RETAIL TRADE
CVS Corp. ............................................. 10,500 434,438
Dillard Dept Stores Inc., Class A...................... 2,200 67,925
Home Depot Inc. ....................................... 14,033 703,404
Lowes Cos Inc. ........................................ 27,600 979,800
May Dept Stores Co. ................................... 26,500 1,238,875
Payless Shoesource Inc.*............................... 9,800 367,500
Pep Boys Manny Moe & Jack.............................. 12,600 387,450
Sears Roebuck & Co. ................................... 32,200 1,485,225
------------
5,664,617
------------
TOYS, AMUSEMENTS, SPORTING GOODS
Mattel Inc. ........................................... 46,700 1,295,925
------------
TOTAL CONSUMER NON-DURABLES............................ 11,020,630
------------
CONSUMER SERVICES (2.5%)
AIR TRAVEL
AMR Corp. Del.*........................................ 12,500 1,101,563
Delta Airlines Inc. Del. .............................. 5,700 403,988
UAL Corp.*............................................. 1,100 68,750
------------
1,574,301
------------
HOTELS AND RESTAURANTS
Boston Chicken Inc.*................................... 6,300 226,013
Brinker Int'l. Inc.*................................... 20,400 326,400
HFS Inc.*.............................................. 27,500 1,643,125
Mirage Resorts Inc.*................................... 13,200 285,450
------------
2,480,988
------------
LEISURE TIME
Carnival Corp., Class A................................ 37,000 1,221,000
Circus Circus Enterprises Inc.*........................ 5,700 195,938
Disney Walt Co. ....................................... 18,300 1,274,138
International Game Technology.......................... 29,200 532,900
------------
3,223,976
------------
TOTAL CONSUMER SERVICES................................ 7,279,265
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-24
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

BALANCED FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

ENERGY (2.0%)
DOMESTIC OIL
Atlantic Richfield Co. ................................ 800 $ 106,000
Panenergy Corp. ....................................... 1,200 54,000
Phillips Petroleum Co. ................................ 20,600 911,550
Tenneco Inc. New....................................... 7,000 315,875
------------
1,387,425
------------
GAS EXPLORATION
Enron Oil & Gas Co. ................................... 9,500 239,875
Union Pacific Res Group Inc. .......................... 8,711 254,797
------------
494,672
------------
INTERNATIONAL OIL
Amoco Corp. ........................................... 2,400 193,200
British Petroleum PLC ADR**............................ 11,400 1,611,675
Mobil Corp. ........................................... 3,600 440,100
Royal Dutch Petroleum Co. ............................. 3,000 512,250
Texaco Inc. ........................................... 4,800 471,000
YPF Sociedad Anonima ADR**............................. 4,800 121,200
------------
3,349,425
------------
PETROLEUM SERVICES
Mapco. Inc. ........................................... 7,800 265,200
Repsol S A ADR**....................................... 13,600 518,500
------------
783,700
------------
TOTAL ENERGY........................................... 6,015,222
------------
FINANCE (8.2%)
BANKS
Bank New York Inc. .................................... 2,600 87,750
Citicorp............................................... 4,800 494,400
Crestar Finl Corp. .................................... 1,900 141,313
First Chicago Nbd Corp. ............................... 16,590 891,713
First UN Corp. ........................................ 14,265 1,055,610
Mellon Bk Corp. ....................................... 7,100 504,100
Nationsbank Corp. ..................................... 7,300 713,575
Norwest Corp. ......................................... 22,600 983,100
Republic NY Corp. ..................................... 1,100 89,788
Signet Banking Corp. .................................. 7,400 227,550
Wells Fargo & Co. ..................................... 2,700 728,325
------------
5,917,224
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-25
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

BALANCED FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

FINANCIAL SERVICES
Allstate Corp. ........................................ 19,659 $ 1,137,765
American Express Co. .................................. 3,500 197,750
Capital One Finl Corp. ................................ 9,400 338,400
Case Corp. ............................................ 13,600 741,200
Chase Manhattan Corp. New.............................. 33,800 3,016,650
Dean Witter Discover & Co. ............................ 1,400 92,750
Federal Nat'l Mtg Assn ................................ 6,400 238,400
Federal Home Ln Mtg Corp. ............................. 1,700 187,213
Household Int'l. Inc. ................................. 15,700 1,448,325
Reliastar Finl Corp. .................................. 1,300 75,075
Salomon Inc. .......................................... 1,000 47,125
------------
7,520,653
------------
INSURANCE
Ace Ltd. .............................................. 11,400 685,425
Aetna Inc. ............................................ 15,500 1,240,000
American Gen Corp. .................................... 5,700 232,988
American Int'l. Group Inc. ............................ 20,400 2,208,300
Cigna Corp. ........................................... 8,200 1,120,325
Chubb Corp. ........................................... 1,100 59,125
Exel Ltd. ............................................. 16,600 628,725
ITT Hartford Group Inc. ............................... 21,400 1,444,500
Loews Corp. ........................................... 10,600 999,050
Old Rep Int'l Corp. ................................... 2,850 76,238
Providian Corp. ....................................... 5,700 292,838
St Paul Cos Inc. ...................................... 4,000 234,500
Transamerica Corp. .................................... 10,187 804,773
Transatlantic Hldgs Inc. .............................. 900 72,450
------------
10,099,237
------------
INVESTMENT ADVISORS
Bear Stearns Cos Inc. ................................. 9,900 275,963
Lehman Brothers Hldgs Inc. ............................ 9,100 285,513
------------
561,476
------------
SAVINGS AND LOAN
Great Westn Finl Corp. ................................ 3,700 107,300
------------
TOTAL FINANCE.......................................... 24,205,890
------------
</TABLE>
The accompanying notes are an integral part of these financial statements.

F-26
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

BALANCED FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

GENERAL BUSINESS (3.0%)
BROADCASTING
Clear Channel Communications*.......................... 15,800 $ 570,775
Tele Communications Inc. New*.......................... 32,300 421,919
------------
992,694
------------
BUSINESS SERVICES
Automatic Data Processing Inc. ........................ 64,300 2,756,863
First Data Corp. ...................................... 8,400 306,600
Gtech Hldgs Corp.*..................................... 13,300 425,600
Olsten Corp. .......................................... 2,400 36,300
Sabre Group Hldgs Inc., Class A*....................... 8,000 223,000
Service Corp. Int'l. .................................. 47,400 1,327,200
------------
5,075,563
------------
NEWSPAPERS
Gannett Inc. .......................................... 4,900 366,888
Reuters Hldgs PLC ADR**................................ 7,900 604,350
------------
971,238
------------
OFFICE FURNISHINGS AND SUPPLY
Standard Register...................................... 7,600 247,000
------------
TELECOMMUNICATIONS
Lucent Technologies Inc. .............................. 9,074 419,673
MFS Communications Inc. ............................... 12,900 703,050
Tele Communications Liberty Media Group Inc.*.......... 12,750 364,172
------------
1,486,895
------------
TOTAL GENERAL BUSINESS................................. 8,773,390
------------
MISCELLANEOUS (0.5%)
CONGLOMERATES
Harcourt Gen Inc. ..................................... 7,300 336,713
Textron Inc. .......................................... 8,500 801,125
------------
1,137,838
------------
MISCELLANEOUS
Ultramar Diamond Shamrock.............................. 6,300 199,238
------------
TOTAL MISCELLANEOUS.................................... 1,337,076
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-27
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

BALANCED FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

TECHNOLOGY (9.3%)
AEROSPACE
Allied Signal Inc. .................................... 6,200 $ 415,400
Boeing Co. ............................................ 26,200 2,787,025
McDonnell Douglas Corp. ............................... 6,200 396,800
TRW Inc. .............................................. 2,000 99,000
United Technologies Corp. ............................. 13,200 871,200
U.S. Robotics Corp.*................................... 11,600 835,200
------------
5,404,625
------------
COMPUTERS AND BUSINESS EQUIPMENT
Cisco Sys Inc.*........................................ 59,300 3,772,963
Compaq Computer Corp.*................................. 7,400 549,450
Hewlett Packard Co. ................................... 51,900 2,607,975
International Business Machines........................ 1,800 271,800
Seagate Technology*.................................... 14,600 576,700
Stratus Computer Inc.*................................. 2,500 68,125
------------
7,847,013
------------
ELECTRONICS
Altera Corp.*.......................................... 12,900 937,669
Beckman Instrs Inc. New................................ 6,900 264,788
DSC Communications Corp.*.............................. 13,800 246,675
Electronic Data Sys Corp. New.......................... 18,800 813,100
Honeywell Inc. ........................................ 9,400 618,050
Intel Corp. ........................................... 41,100 5,381,531
Molex Inc., Class A.................................... 10,300 366,938
Raytheon Co. .......................................... 2,600 125,125
Tektronix Inc. ........................................ 2,300 117,875
Xilinx Inc.*........................................... 22,700 835,644
------------
9,707,395
------------
SOFTWARE
BMC Software Inc.*..................................... 13,500 558,563
Informix Corp.*........................................ 26,900 548,088
Microsoft Corp.*....................................... 19,400 1,602,925
Oracle Sys Corp.*...................................... 44,750 1,868,313
------------
4,577,889
------------
TOTAL TECHNOLOGY....................................... 27,536,922
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-28
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

BALANCED FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

TRANSPORTATION (0.4%)
RAIL TRANSPORTATION
Burlington Northn Santa Fe............................. 2,700 $ 233,213
CSX Corp. ............................................. 4,600 194,350
Union Pacific Corp. ................................... 14,300 859,788
------------
1,287,351
------------
TOTAL TRANSPORTATION................................... 1,287,351
------------
UTILITIES (2.5%)
ELECTRIC UTILITIES
Central Me Pwr Co. .................................... 10,600 123,225
DQE, Inc. ............................................. 5,900 171,100
Entergy Corp. ......................................... 4,500 124,875
GPU Inc. .............................................. 16,300 548,088
Peco Energy Co. ....................................... 21,300 537,825
Unicom Corp. .......................................... 18,300 496,388
------------
2,001,501
------------
GAS AND PIPELINE UTILITIES
Coastal Corp. ......................................... 14,300 698,913
------------
TELEPHONE
AT&T Corp. ............................................ 43,000 1,870,500
GTE Corp. ............................................. 17,200 782,600
MCI Communications Corp. .............................. 2,800 91,525
SBC Communications Inc. ............................... 15,200 786,600
Sprint Corp. .......................................... 32,400 1,291,950
------------
4,823,175
------------
TOTAL UTILITIES........................................ 7,523,589
------------
COMMON STOCKS FOREIGN (0.8%)
CANADA
ENERGY
Renaissance Energy Ltd.*............................... 31,900 1,086,785
Talisman Energy Inc.*.................................. 36,800 1,225,502
------------
TOTAL COMMON STOCKS FOREIGN............................ 2,312,287
------------
TOTAL COMMON STOCKS (Cost $126,026,633)................ 168,325,896
------------
</TABLE>
The accompanying notes are an integral part of these financial statements.

F-29
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

BALANCED FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
PRINCIPAL VALUE
---------- ------------
<S> <C> <C>

FIXED INCOME (40.6%)
CORPORATE BONDS (4.6%)
ASSET BACKED
Nal Auto Tr 7.30% 12/15/00****.......................... $ 189,883 $ 190,416
Neiman Marcus Credit Master Tr 7.60% 06/15/03........... 1,310,000 1,357,894
Prime Cr Card Master Tr1 6.75% 11/15/05................. 1,240,000 1,243,484
Railcar Tr No 7.75% 06/01/04............................ 634,100 662,000
World Finl Network Cr Card Tr 6.70% 02/15/04............ 600,000 604,128
World Omni Automobile Lease 6.55% 06/25/02.............. 1,000,000 1,007,180
------------
5,065,102
------------
ELECTRIC UTILITIES
Edison Mission Energy Fdg Corp. 7.33% 09/15/08****...... 100,000 100,344
Israel Elec Corp. Ltd. 7.25% 12/15/06****............... 225,000 223,700
------------
324,044
------------
FINANCE AND BANKING
BT Instl Cap Tr A 8.09% 12/01/26****.................... 150,000 148,595
Bankamerica Instl Cap A 8.07% 12/31/26****.............. 175,000 176,519
Beverly Finance 8.36% 07/15/04.......................... 250,000 262,278
Corestates Cap 8.00% 12/15/26****....................... 125,000 124,849
Creekwood Cap Corp. 8.47% 03/16/15****.................. 244,511 261,994
Equitable Life Assur Soc USA 6.95% 12/01/05****......... 250,000 245,245
Excel Paralubes Fdg Corp. 7.43% 11/01/15****............ 250,000 247,128
Farmers Ins Exch 8.625% 05/01/24****.................... 250,000 255,583
FBS Cap 8.09% 11/15/26****.............................. 100,000 97,751
First Chicago Nbd Instl Cap 7.95% 12/01/26****.......... 225,000 223,117
First Un Instl Tr I 8.04% 12/01/26****.................. 200,000 199,450
Hancock John Mut Life Ins Co. 7.375% 02/14/24........... 250,000 240,968
JPM Cap Tr I 7.54% 01/15/27............................. 305,000 298,073
Massachusetts Mut Life Ins Co. 7.625% 11/15/23****...... 250,000 250,190
Metropolitan Life Ins Co. 7.45% 11/01/23****............ 250,000 232,715
Nationwide Mutual Life 7.50% 02/15/24****............... 250,000 233,005
New York Life Ins Cor 7.50% 12/15/23****................ 250,000 242,230
PNC Instl Cap Tr A 7.95% 12/15/26****................... 350,000 347,599
Principal Mut Life Ins Co. 7.875% 03/01/24****.......... 400,000 392,124
Rhone Poulenc A3 8.62% 01/05/21......................... 250,000 268,688
Scotia Pacific Hldg Corp. 7.95% 07/20/15................ 218,266 222,715
Town & Ctry Fdg Corp. 5.85% 08/15/98.................... 450,000 444,704
Wells Fargo & Co.Mtn Bk Entry 5.562% 01/28/97........... 350,000 348,513
Wells Fargo Cap A 8.125% 12/01/26****................... 275,000 277,492
------------
6,041,525
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-30
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

BALANCED FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
PRINCIPAL VALUE
---------- ------------
<S> <C> <C>

INDUSTRIALS
Jet Equip Tr 10.0% 06/15/12****......................... $ 350,000 $ 401,965
Philip Morris Co. 6.375% 02/01/06....................... 250,000 237,660
RJR Nabisco Inc. 8.75% 04/15/04......................... 160,000 161,482
------------
801,107
------------
MISCELLANEOUS
Alcoa Aluminio S A 7.50% 12/16/08....................... 300,000 296,598
------------
OTHER
Fifty Seventh Str Assocs LLC 7.125% 06/01/17****........ 249,118 242,332
Oxymar 7.50% 02/15/16****............................... 175,000 168,499
Tele Communications Inc. 9.25% 01/15/23................. 175,000 170,091
------------
580,922
------------
OTHER UTILITIES
Mobile Energy Svcs Co. LLC 8.665% 01/01/17.............. 215,571 223,981
Ras Laffan Liquefied Nat Gas 8.294% 09/15/14****........ 350,000 355,814
------------
579,795
------------
TOTAL CORPORATE BONDS................................... 13,689,093
------------
MORTGAGE RELATED (18.7%)
FEDERAL RELATED
Fed Hm Ln PC G00035 10.50% 02/01/21..................... 172,274 190,041
Fed Hm Ln PC G00356 7.00% 06/01/25...................... 439,460 432,732
Fed Hm Ln PC G00454 6.50% 02/01/26...................... 5,280,986 5,076,348
Fed Hm Ln PC G00576 7.00% 12/01/24...................... 683,813 670,644
Fed Hm Ln PC 554922 10.50% 12/01/20..................... 384,237 424,697
Fed Hm Ln PC 555283 10.00% 09/01/17..................... 480,221 526,062
Fed Hm Ln PC 555293 10.00% 11/01/20..................... 433,863 474,942
Fed Hm Ln PC C00291 7.00% 01/01/24...................... 216,795 213,602
Fed Hm Ln PC TBA 7.50% 01/01/99***...................... 2,200,000 2,202,063
Fed Hm Ln PC 549859 11.00% 09/01/20..................... 161,242 180,540
Fed Hm Ln PC D06744 10.50% 08/01/19..................... 146,216 160,880
Fed Hm Ln PC D06959 10.50% 04/01/16..................... 121,639 134,184
------------
10,686,735
------------
GOVERNMENT SPONSORED
FNMA Pool 291293 6.50% 09/01/24......................... 42,075 40,300
FNMA Pool 303157 10.00% 05/01/22........................ 246,817 271,921
FNMA Pool 303554 11.50% 09/01/25........................ 178,089 202,781
FNMA Pool 311424 6.50% 03/01/26......................... 91,333 87,108
FNMA Pool 318558 6.50% 02/01/26......................... 336,850 321,271
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-31
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

BALANCED FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
PRINCIPAL VALUE
---------- ------------
<S> <C> <C>

FNMA Pool 318974 6.50% 08/01/25......................... $ 33,799 $ 32,278
FNMA Pool 331874 6.50% 12/01/25......................... 90,880 86,791
FNMA Pool 335339 6.50% 02/01/26......................... 262,885 250,726
FNMA Pool 337423 6.50% 02/01/26......................... 814,143 777,507
FNMA Pool 337430 6.50% 03/01/26......................... 224,460 214,079
FNMA Pool 337434 6.50% 02/01/26......................... 817,668 780,873
FNMA Pool 337850 6.50% 03/01/26......................... 522,668 498,494
FNMA Pool 338197 6.50% 03/01/26......................... 327,178 312,046
FNMA Pool 338235 6.50% 03/01/26......................... 500,495 477,502
FNMA Pool 338305 6.50% 03/01/26......................... 823,084 785,271
FNMA Pool 338767 6.50% 03/01/26......................... 288,813 275,545
FNMA Pool 339230 6.50% 03/01/26......................... 807,217 770,100
FNMA Pool 339442 6.50% 03/01/26......................... 818,384 780,787
FNMA Pool 339837 6.50% 03/01/26......................... 1,351,719 1,289,621
FNMA Pool 343361 6.50% 09/01/24......................... 790,563 757,209
FNMA TBA 7.0% 01/01/99***............................... 6,775,000 6,622,563
FNMA TBA 7.0% 01/01/99***............................... 550,000 537,625
FNMA TBA 15 7.0% 01/01/99***............................ 3,575,000 3,494,563
FNMA TBA 30 7.0% 01/01/99***............................ 2,900,000 2,834,750
------------
22,501,711
------------
OTHER COLLATERALIZED MORTGAGE OBLIGATIONS
AFC Mtg Ln Tr 8.07% 9/25/27............................. 299,999 307,592
Alps 94 1Pass Thru Tr 7.80% 9/15/04..................... 225,000 230,625
Alps 94 1Pass Thru Tr 9.35% 9/15/04..................... 248,732 257,748
Citicorp Mtg Secs Inc. 6.25% 04/25/24................... 550,000 461,137
Dlj Mtg Accep Corp. 7.40% 06/01/03...................... 425,855 434,232
Dlj Mtg Accep Corp. 7.20% 07/14/03...................... 274,303 277,674
Dlj Mtg Accep Corp. 7.58% 03/13/28...................... 250,000 258,693
First Omni Cr Card Master Tst 6.65% 09/15/03............ 1,290,000 1,300,875
GE Capital Mtg Svcs Inc. 6.50% 12/25/23................. 300,000 252,000
GE Capital Mtg Services Inc. 7.00% 07/25/24............. 194,106 177,122
Merrill Lynch Mtg Invs Inc. 7.523% 06/15/21............. 400,476 406,735
Mid St Tr II 9.625% 04/01/03............................ 500,000 546,290
National Car Rental Finl Corp. 7.35% 10/20/03****....... 250,000 251,980
PNC Mtg Secs Corp. 7.50% 7/25/24........................ 425,000 407,601
Rural Hsg Tr 1987 1 3.33% 04/01/26...................... 421,962 395,625
Sears Cr Account Master Tr II 6.20% 03/15/02............ 1,040,000 1,031,545
Sears Cr Account Master Tr II 6.50% 10/15/03............ 600,000 605,058
Standard Cr Card Master Tr I 8.25% 01/07/07............. 1,140,000 1,237,960
Team Fleet Fing Corp. 6.65% 12/15/02****................ 250,000 246,770
World Finl Pptys Tower B 6.91% 09/01/13................. 649,510 642,203
------------
9,729,465
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-32
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

BALANCED FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
PRINCIPAL VALUE
---------- ------------
<S> <C> <C>

OTHER MARKETABLE MORTGAGE-RELATED SECURITIES
Airplanes Passthrough Tr 6.596% 03/15/19............... $ 135,976 $ 136,656
FHA GMAC 195 7.43% 11/01/25............................ 265,914 257,764
Federal Home Ln Mtg PC Gtd 9.50% 04/15/20.............. 110,488 122,744
Federal Home Ln Mtg PC Gtd 10.00% 05/15/20............. 325,000 350,490
Federal Home Ln Mtg PC Gtd 10.00% 06/15/20............. 205,000 223,384
Federal Nat'l Mtg Assn Remic 8.50% 09/25/20............ 342,806 352,446
Federal Nat'l Mtg Assn Remic 11.73% 03/25/22........... 100,000 104,312
Prime Ppty Fd 6.633% 07/23/03 ****..................... 250,000 247,760
------------
1,795,556
------------
U.S. GUARANTEED
GNMA Pool 008927 6.50% 07/20/26........................ 1,777,268 1,805,314
GNMA Pool 033635 11.00% 12/15/09....................... 2,924 3,277
GNMA Pool 034701 11.00% 01/15/10....................... 24,078 26,991
GNMA Pool 038109 11.00% 02/15/10....................... 1,328 1,488
GNMA Pool 040492 11.00% 07/15/10....................... 21,353 23,936
GNMA Pool 041749 11.00% 07/15/10....................... 35,364 39,769
GNMA Pool 041987 11.00% 08/15/10....................... 6,539 7,353
GNMA Pool 042354 11.00% 08/15/10....................... 19,929 22,411
GNMA Pool 048698 11.00% 09/15/10....................... 1,330 1,496
GNMA Pool 058816 11.00% 01/15/13....................... 1,767 1,991
GNMA Pool 134123 11.00% 09/15/15....................... 18,745 21,245
GNMA Pool 141387 11.00% 10/15/15....................... 11,027 12,498
GNMA Pool 232061 10.50% 09/15/17....................... 168,323 188,310
GNMA Pool 274800 10.50% 5/15/19........................ 3,306 3,706
GNMA Pool 285191 10.50% 03/15/20....................... 51,565 57,745
GNMA Pool 287170 10.50% 08/15/20....................... 217,680 244,208
GNMA Pool 780488 10.00% 10/15/21....................... 175,000 192,550
GNMA Pool 080011 6.00% 11/20/26........................ 1,010,000 1,011,899
GNMA Pool 080022 6.00% 12/20/26........................ 353,500 354,165
GNMA TBA 7.50% 01/15/99***............................. 1,950,000 1,950,609
GNMA TBA 7.50% 12/20/99***............................. 2,700,000 2,700,844
GNMA TBA 7.50% 01/15/99***............................. 1,700,000 1,700,531
------------
10,372,336
------------
TOTAL MORTGAGE RELATED................................. 55,085,803
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-33
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

BALANCED FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
PRINCIPAL VALUE
----------- ------------
<S> <C> <C>

U.S. TREASURY (17.3%)
DIRECT
United States Treasury Bonds 8.125% 08/15/19......... $ 4,215,000 $ 4,875,575
United States Treasury Bonds 8.75% 08/15/20.......... 2,080,000 2,562,622
United States Treasury Notes 7.00% 04/15/99.......... 2,750,000 2,811,435
United States Treasury Notes 7.125% 09/30/99......... 2,100,000 2,158,086
United States Treasury Notes 7.875% 11/15/04......... 5,520,000 6,023,700
United States Treasury Notes 7.50% 02/15/05.......... 6,245,000 6,679,215
United States Treasury Notes 7.125% 2/29/00.......... 3,670,000 3,778,375
United States Treasury Notes 6.75% 04/30/00.......... 3,770,000 3,841,291
United States Treasury Notes 6.125% 07/31/00......... 3,480,000 3,480,000
United States Treasury Notes 5.875% 04/30/98......... 10,980,000 10,997,129
------------
47,207,428
------------
GUARANTEED
Guaranteed Expt Trusts Pdvsa 6.550% 06/15/04......... 917,643 925,135
Resolution Fdg Corp. 8.875% 07/15/20................. 2,560,000 3,116,006
------------
4,041,141
------------
TOTAL U.S. TREASURY.................................. 51,248,569
------------
TOTAL FIXED INCOME (Cost $119,843,206)............... 120,023,465
------------
SHORT TERM INVESTMENTS (9.1%)
COMMERCIAL PAPER
Commercial Credit Co. 01/14/97....................... 1,800,000 1,796,516
Ford Mtr Cr Co. 01/10/97............................. 1,800,000 1,797,575
General Elec Cap Corp. Disc 01/14/97................. 1,800,000 1,796,490
Household Fin Corp. 01/14/97......................... 1,800,000 1,796,484
Raytheon Co. 01/14/97................................ 1,800,000 1,796,516
Siemens Cap Corp. 01/14/97........................... 1,800,000 1,796,516
Toyota Mtr Cr Co. 01/14/97........................... 1,800,000 1,796,516
------------
12,576,613
------------
<CAPTION>
UNITS
-----------
<S> <C> <C>
OTHER
State Street Bank Yield Enhanced Short Term
Investment Fund..................................... 14,148,276 14,148,276
------------
TOTAL SHORT TERM INVESTMENTS (Cost $26,724,889)...... 26,724,889
------------
TOTAL INVESTMENTS (COST $272,594,728) (106.7%)....... 315,074,250
Other Assets less Liabilities (-6.7%)................ (19,672,918)
------------
NET ASSETS (100%).................................... $295,401,332
============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-34
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

BALANCED FUND

DECEMBER 31, 1996

- --------
* Non-income producing security
** An American Depository Receipt (ADR) is a certificate issued by a U.S.
bank representing the right to receive securities of the foreign issuer
described. The values of ADRs are significantly influenced by trading on
exchanges not located in the United States and Canada.
*** To be announced (TBA) securities are purchased (sold) on a forward
commitment basis with an appropriate principal amount and no definite
maturity date. The actual principal amount and maturity date will be
determined upon settlement. Unsettled TBA purchase commitments are valued
at the current market value of the underlying security. The maturity date
disclosed represents the maturity date of the underlying security and the
principal amount disclosed represents the contractual amount. The Fund
may rollover the TBA commitment into a new TBA commitment prior to
settlement if the fund manager deems it appropriate to do so.
**** Security is restricted in accordance with Rule 144A under the Securities
Act of 1933, which allows for the resale of such securities only to
certain qualified buyers. The total cost and market value of Rule 144A
securities owned at December 31, 1996 were $6,334,052 and $6,385,166
(2.16% of net assets), respectively.

The accompanying notes are an integral part of these financial statements.

F-35
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

GROWTH EQUITY FUND

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1996

<TABLE>
<S> <C>
ASSETS
Investments, at value (cost $564,888,296)......................... $752,791,114
Cash.............................................................. 424,895
Receivable for investments sold................................... 806,506
Receivable for fund units sold.................................... 647,332
Dividends and interest receivable................................. 845,555
Unamortized organizational costs.................................. 354,713
Other receivables................................................. 47,140
------------
Total Assets.................................................... 755,917,255
------------
LIABILITIES
Payable for investments purchased................................. 2,278,350
Investment advisory fee payable................................... 496,249
State Street Bank and Trust Co.--program fee payable.............. 238,431
Trustee, management and administration fees payable............... 49,437
American Bar Retirement Association--program fee payable.......... 36,774
Other accruals.................................................... 16,093
Other liabilities................................................. 3,872
------------
Total Liabilities............................................... 3,119,206
------------
NET ASSETS (equivalent to $278.26 per unit based on 2,705,373
units outstanding)............................................... $752,798,049
============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-36
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

GROWTH EQUITY FUND

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<S> <C>
Investment Income
Dividends (net of foreign tax expense of $90,113)............... $ 12,437,990
Interest........................................................ 1,590,969
------------
Total investment income....................................... 14,028,959
------------
Expenses
Investment advisory fee......................................... 2,131,138
State Street Bank and Trust Company--program fee................ 2,628,715
Trustee, management and administration fees..................... 550,986
American Bar Retirement Association--program fee................ 385,778
Amortization of organization costs.............................. 245,775
Reports to unitholders.......................................... 55,425
Legal and audit fees............................................ 145,901
------------
Total expenses................................................ 6,143,718
------------
Net investment income............................................. 7,885,241
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain............................................... 77,526,269
Change in net unrealized appreciation........................... 50,117,149
------------
Net realized and unrealized gain on investments............... 127,643,418
------------
Net increase in net assets resulting from operations............ $135,528,659
============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-37
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

GROWTH EQUITY FUND

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER 31,
--------------------------
1996 1995
------------ ------------
<S> <C> <C>
FROM OPERATIONS
Net investment income............................ $ 7,885,241 $ 5,626,845
Net realized gain on investments................. 77,526,269 56,424,537
Net change in unrealized appreciation on
investments..................................... 50,117,149 106,003,676
------------ ------------
Net increase in net assets resulting from
operations...................................... 135,528,659 168,055,058
------------ ------------
FROM UNITHOLDER TRANSACTIONS
Proceeds from units issued....................... 36,326,804 36,551,989
Cost of units redeemed........................... (56,891,452) (46,208,502)
------------ ------------
Net decrease in net assets resulting from
unitholder transactions......................... (20,564,648) (9,656,513)
------------ ------------
Net increase in net assets..................... 114,964,011 158,398,545
NET ASSETS
Beginning of year................................ 637,834,038 479,435,493
------------ ------------
End of year...................................... $752,798,049 $637,834,038
============ ============
NUMBER OF UNITS
Outstanding--beginning of year................... 2,781,980 2,827,713
Sold........................................... 146,346 188,320
Redeemed....................................... (222,953) (234,053)
------------ ------------
Outstanding--end of year......................... 2,705,373 2,781,980
============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-38
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

GROWTH EQUITY FUND

SELECTED PER-UNIT DATA AND RATIOS

(For a unit outstanding throughout the period)*

<TABLE>
<CAPTION>
JANUARY 2, 1992
FOR THE YEAR ENDED (COMMENCEMENT
DECEMBER 31, OF OPERATIONS)
-------------------------------------- TO DECEMBER 31,
1996 1995 1994 1993 1992
-------- -------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Investment income....... $ 5.07 $ 3.88 $ 3.48 $ 3.16 $ 3.20
Expenses................ (2.22) (1.88) (1.60) (1.52) (1.45)
-------- -------- -------- -------- --------
Net investment income... 2.85 2.00 1.88 1.64 1.75
Net realized and
unrealized gain
on investments......... 46.14 57.72 .61 12.99 3.00
-------- -------- -------- -------- --------
Net increase............ 48.99 59.72 2.49 14.63 4.75
Net asset value at
beginning of period.... 229.27 169.55 167.06 152.43 147.68
-------- -------- -------- -------- --------
Net asset value at end
of period.............. $ 278.26 $ 229.27 $ 169.55 $ 167.06 $ 152.43
======== ======== ======== ======== ========
Ratio of expenses to
average net assets..... .88% .92% .95% .96% 1.01%
Ratio of net investment
income to average net
assets................. 1.13% .98% 1.12% 1.03% 1.22%
Portfolio turnover...... 63.70% 60.38% 58.78% 81.50% 46.26%
Total return............ 21.37% 35.23% 1.49% 9.60% 3.22%
Net assets at end of
period (in thousands).. $752,798 $637,834 $479,435 $471,398 $427,933
</TABLE>
- --------
* Calculations prepared using the monthly average number of units outstanding
during the period.

The accompanying notes are an integral part of these financial statements.

F-39
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

GROWTH EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

COMMON STOCKS (98.4%)
BASIC INDUSTRIES (4.4%)
ALUMINUM
Aluminum Co. Amer...................................... 68,000 $ 4,335,000
------------
CHEMICALS
Air Prods & Chems Inc. ................................ 56,000 3,871,000
Georgia Gulf Corp. .................................... 79,800 2,144,625
IMC Global Inc. ....................................... 76,000 2,973,500
Zeneca Group PLC ADR**................................. 55,800 4,687,200
------------
13,676,325
------------
PAPER
James Riv Corp. Va..................................... 121,200 4,014,750
Kimberly Clark Corp. .................................. 62,400 5,943,600
------------
9,958,350
------------
PLASTICS
Illinois Tool Wks Inc. ................................ 62,000 4,952,250
------------
TOTAL BASIC INDUSTRIES................................. 32,921,925
------------
CAPITAL GOODS (5.4%)
CONSTRUCTION AND MINING
Dover Corp. ........................................... 78,400 3,939,600
------------
ELECTRICAL EQUIPMENT
Boston Scientific Corp.*............................... 16,000 960,000
General Elec Co. ...................................... 155,000 15,325,625
General Instrument Corp. .............................. 54,000 1,167,750
Philips Electrs N V.................................... 116,000 4,640,000
------------
22,093,375
------------
INDUSTRIAL MACHINERY
Applied Materials Inc. ................................ 150,000 5,390,625
York Int'l. Corp. ..................................... 78,100 4,363,838
------------
9,754,463
------------
POLLUTION CONTROL
Browning Ferris Inds Inc. ............................. 126,000 3,307,500
WMX Technologies Inc. ................................. 51,500 1,680,188
------------
4,987,688
------------
TOTAL CAPITAL GOODS.................................... 40,775,126
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-40
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

GROWTH EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

CONSUMER BASICS (23.0%)
DRUGS AND HEALTH CARE
Abbott Labs............................................ 131,000 $ 6,648,250
American Home Products Corp. .......................... 31,600 1,852,550
Amgen Inc.*............................................ 46,000 2,501,250
Astra AB ADR**......................................... 180,000 8,820,000
Cardinal Health Inc. .................................. 64,350 3,748,388
Centocor Inc.*......................................... 37,000 1,322,750
Columbia / HCA Healthcare Corp. ....................... 104,050 4,240,038
FHP International Corp.*............................... 74,700 2,773,238
Forest Labs Inc.*...................................... 23,000 753,250
Guidant Corp. ......................................... 210,000 11,970,000
Johnson & Johnson...................................... 69,600 3,462,600
Lilly Eli & Co. ....................................... 142,800 10,424,400
Medtronic Inc. ........................................ 38,100 2,590,800
Merck & Co. Inc. ...................................... 135,000 10,698,750
Pacificare Health Sys Inc. Class B*.................... 51,500 4,390,375
Pharmacia & Upjohn Inc. ............................... 154,000 6,102,250
Pfizer Inc. ........................................... 226,000 18,729,750
Sangstat Med Corp.*.................................... 39,800 1,054,700
Smithkline Beecham PLC ADR**........................... 81,000 5,508,000
United Healthcare Corp. ............................... 96,800 4,356,000
Vivra Inc.*............................................ 27,000 745,875
Warner Lambert Co. .................................... 61,600 4,620,000
------------
117,313,214
------------
FOOD AND BEVERAGE
Archer Daniels Midland Co. ............................ 135,000 2,970,000
CPC Int'l. Inc. ....................................... 46,000 3,565,000
Coca Cola Co. ......................................... 75,000 3,946,875
Coca Cola Co. Enterprises Inc. ........................ 45,000 2,182,500
Conagra Inc. .......................................... 90,000 4,477,500
Kellogg Co. ........................................... 56,000 3,675,000
McCormick & Co. Inc. .................................. 97,300 2,292,631
Panamerican Beverages Inc. Class A..................... 20,000 937,500
Pepsico Inc. .......................................... 89,000 2,603,250
Pioneer Hi Bred Int'l. Inc. ........................... 14,000 980,000
------------
27,630,256
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-41
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

GROWTH EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

HOUSEHOLD PRODUCTS
Colgate Palmolive Co. ................................. 34,000 $ 3,136,500
Gillette Co. .......................................... 66,300 5,154,825
Procter & Gamble Co. .................................. 28,000 3,010,000
------------
11,301,325
------------
RETAIL GROCERY
Safeway Inc. New*...................................... 93,100 3,980,025
------------
TOBACCO
Philip Morris Cos. Inc. ............................... 117,000 13,177,125
------------
TOTAL CONSUMER BASICS.................................. 173,401,945
------------
CONSUMER DURABLE GOODS (1.0%)
AUTOMOBILES
Honda Motor Ltd. ADR**................................. 70,000 3,963,750
Volvo Aktiebolaget ADR**............................... 158,500 3,447,375
------------
TOTAL CONSUMER DURABLE GOODS........................... 7,411,125
------------
CONSUMER NON-DURABLES (5.6%)
APPAREL AND TEXTILES
Liz Claiborne Inc. .................................... 23,000 888,375
Nike Inc. Class B...................................... 43,100 2,575,225
V F Corp. ............................................. 40,400 2,727,000
------------
6,190,600
------------
COSMETICS AND TOILETRIES
Avon Products Inc. .................................... 33,700 1,925,113
Revlon Inc. Class A*................................... 53,000 1,583,375
------------
3,508,488
------------
RETAIL TRADE
Autozone Inc.*......................................... 76,600 2,106,500
CVS Corp. ............................................. 20,000 827,500
Federated Dept Stores Inc. Del.*....................... 59,000 2,013,375
Home Depot Inc. ....................................... 68,500 3,433,563
Limited Inc. .......................................... 100,000 1,837,500
Nine West Group Inc.*.................................. 21,000 973,875
Price Costco. Inc.*.................................... 125,700 3,158,213
TJX Co. S Inc. New..................................... 74,000 3,505,750
Toys R Us Inc.*........................................ 116,200 3,486,000
Wal Mart Stores Inc. .................................. 75,000 1,715,625
Woolworth Corp.*....................................... 205,000 4,484,375
------------
27,542,276
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-42
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

GROWTH EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

TOYS, AMUSEMENTS, SPORTING GOODS
Hasbro Inc............................................. 118,000 $ 4,587,250
------------
TOTAL CONSUMER NON-DURABLES............................ 41,828,614
------------
CONSUMER SERVICES (3.0%)
AIR TRAVEL
Delta Airlines Inc. Del................................ 73,138 5,183,656
------------
HOTELS AND RESTAURANTS
Hilton Hotels Corp..................................... 160,200 4,185,225
Host Marriott Corp.*................................... 307,000 4,912,000
Marriot Int'l. Inc..................................... 17,000 939,250
------------
10,036,475
------------
LEISURE TIME
Disney Walt Co......................................... 63,179 4,398,838
Doubletree Corp.*...................................... 22,000 990,000
Harrah's Entertainment Inc.*........................... 88,500 1,758,938
------------
7,147,776
------------
TOTAL CONSUMER SERVICES................................ 22,367,907
------------
ENERGY (7.1%)
DOMESTIC OIL
Atlantic Richfield Co. ................................ 53,600 7,102,000
USX Marathon Group New................................. 116,100 2,771,888
------------
9,873,888
------------
GAS EXPLORATION
BJ Svcs Co.*........................................... 19,000 969,000
Burlington Res Inc. ................................... 50,200 2,528,825
Enron Corp. ........................................... 91,000 3,924,375
Union Pacific Res Group Inc. .......................... 121,951 3,567,067
------------
10,989,267
------------
INTERNATIONAL OIL
British Petroleum PLC ADR**............................ 7,000 989,625
Chevron Corp. ......................................... 51,000 3,315,000
Mobil Corp. ........................................... 25,000 3,056,250
Royal Dutch Petroleum Co. ............................. 23,000 3,927,250
Shell Trans & Trading PLC.............................. 40,000 4,095,000
------------
15,383,125
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-43
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

GROWTH EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

PETROLEUM SERVICES
Helmerich and Payne Inc. .............................. 74,100 $ 3,862,463
Schlumberger Ltd. ..................................... 108,300 10,816,463
Western Atlas Inc.*.................................... 35,000 2,480,625
------------
17,159,551
------------
TOTAL ENERGY........................................... 53,405,831
------------
FINANCE (13.8%)
BANKS
Bankamerica Corp. ..................................... 66,000 6,583,500
Chase Manhattan Corp. New.............................. 59,200 5,283,600
Citicorp............................................... 26,000 2,678,000
First Chicago Nbd Corp. ............................... 73,690 3,960,838
First Sec Corp. Del. .................................. 28,000 945,000
Morgan J P & Co. Inc. ................................. 39,066 3,813,818
Nationsbank Corp. ..................................... 48,200 4,711,550
PNC Bank Corp. ........................................ 149,000 5,606,125
Suntrust Bks Inc. ..................................... 80,000 3,940,000
Wells Fargo & Co. ..................................... 13,500 3,641,625
------------
41,164,056
------------
FINANCIAL SERVICES
Allstate Corp. ........................................ 100,500 5,816,438
Associates First Cap Corp. Class A..................... 66,100 2,916,663
Federal Nat'l Mtg Assn................................. 75,000 2,793,750
Green Tree Finl Corp. ................................. 100,800 3,893,400
Household Int'l. Inc. ................................. 10,000 922,500
Merrill Lynch & Co. Inc. .............................. 30,600 2,493,900
Student Ln Marketing Assn. New......................... 45,500 4,237,188
------------
23,073,839
------------
INSURANCE
American Int'l. Group Inc. ............................ 73,187 7,922,493
Cincinnati Finl Corp. ................................. 64,229 4,166,856
Exel Ltd. ............................................. 222,000 8,408,250
General Re Corp. ...................................... 43,500 6,862,125
PMI Group Inc. ........................................ 17,000 941,375
------------
28,301,099
------------
INVESTMENT ADVISORS
Edwards AG Inc. ....................................... 95,500 3,211,188
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-44
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

GROWTH EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

SAVINGS AND LOAN
Ahmanson H F and Co. .................................. 95,000 $ 3,087,500
Golden West Finl Corp. Del............................. 75,000 4,734,375
------------
7,821,875
------------
TOTAL FINANCE.......................................... 103,572,057
------------
GENERAL BUSINESS (9.7%)
BROADCASTING
TCI Satellite Entertainment Inc. Class A*.............. 13,000 128,375
Tele Communications Inc. New*.......................... 130,000 1,698,125
U S West Inc.*......................................... 205,000 3,792,500
Viacom Inc. Class A*................................... 70,000 2,415,000
Viacom Inc. Class B*................................... 20,500 714,938
------------
8,748,938
------------
BUSINESS SERVICES
America Online Inc. Del.*.............................. 90,000 2,992,500
Bisys Group Inc.*...................................... 23,000 852,438
CUC Int'l. Inc.*....................................... 112,800 2,679,000
Cognizant Corp.*....................................... 56,000 1,848,000
Danka Bus Sys ADR**.................................... 23,000 813,625
First Data Corp. ...................................... 97,108 3,544,442
Information Res Inc.*.................................. 72,000 1,008,000
Interpublic Group Cos Inc. ............................ 90,000 4,275,000
Nokia Corp. ADR**...................................... 47,000 2,708,375
Olsten Corp.*.......................................... 40,000 605,000
Service Corp. Int'l. .................................. 63,200 1,769,600
------------
23,095,980
------------
NEWSPAPERS
Gannett Inc. .......................................... 39,000 2,920,125
Newscorp Ltd., New ADR**............................... 90,000 1,878,750
Newscorp Ltd. ADR**.................................... 45,000 793,125
------------
5,592,000
------------
OFFICE FURNISHINGS AND SUPPLIES
Avery Dennison Corp. .................................. 28,000 990,500
Staples Inc.*.......................................... 172,800 3,121,200
------------
4,111,700
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-45
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

GROWTH EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

PUBLISHING
Dun & Bradstreet Corp. ................................ 56,000 $ 1,330,000
Jostens Inc. .......................................... 169,958 3,590,363
Time Warner Inc. ...................................... 168,500 6,318,750
------------
11,239,113
------------
TELECOMMUNICATIONS SERVICES
Ascend Communications Inc.*............................ 56,900 3,534,913
Cascade Communications Corp.*.......................... 6,000 330,750
Lucent Technologies Inc. .............................. 93,200 4,310,500
MFS Communications Inc.*............................... 140,800 7,673,600
Paging Network Inc.*................................... 52,000 793,000
Qualcomm Inc.*......................................... 52,800 2,105,400
Tele Communications Inc. New*.......................... 64,500 1,842,281
------------
20,590,444
------------
TOTAL GENERAL BUSINESS................................. 73,378,175
------------
MISCELLANEOUS (1.5%)
CONGLOMERATES
Textron Inc. .......................................... 57,000 5,372,250
U S Inds Inc. New*..................................... 53,700 1,845,938
------------
7,218,188
------------
MISCELLANEOUS
Acnielson Corp.*....................................... 59,999 907,485
Planet Hollywood Int'l. Inc.*.......................... 39,000 770,250
Saks Hldgs Inc.*....................................... 37,000 999,000
Transocean Offshore Inc. .............................. 23,600 1,477,950
------------
4,154,685
------------
TOTAL MISCELLANEOUS.................................... 11,372,873
------------
TECHNOLOGY (20.2%)
AEROSPACE
Allied Signal Inc. .................................... 14,000 938,000
Boeing Co. ............................................ 190,575 20,272,416
Lockheed Martin Corp. ................................. 69,500 6,359,250
U S Robotics Corp.*.................................... 56,100 4,039,200
------------
31,608,866
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-46
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

GROWTH EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

COMPUTERS AND BUSINESS EQUIPMENT
Cabletron Systems Inc.*................................ 97,100 $ 3,228,575
Cisco. Sys Inc.*....................................... 144,000 9,162,000
Compaq Computer Corp.*................................. 19,000 1,410,750
EMC Corp.*............................................. 32,000 1,060,000
International Business Machines........................ 50,200 7,580,200
Netscape Communications Corp.*......................... 62,900 3,577,438
Seagate Technology*.................................... 109,000 4,305,500
Sun Microsystems Inc.*................................. 32,000 822,000
Sundstrand Corp. ...................................... 51,000 2,167,500
3COM Corp.*............................................ 25,000 1,834,375
Xerox Corp. ........................................... 94,500 4,973,063
------------
40,121,401
------------
ELECTRONICS
Adaptec Inc.*.......................................... 74,400 2,976,000
Apple Computer*........................................ 92,900 1,939,288
Ericsson L M Tel Co. Class B ADR**..................... 211,000 6,369,563
Honeywell Inc. ........................................ 72,400 4,760,300
Intel Corp. ........................................... 172,600 22,599,813
KLA Instrs Corp.*...................................... 145,000 5,147,500
LSI Logic Corp.*....................................... 65,000 1,738,750
Newbridge Networks Corp.*.............................. 33,000 932,250
SGS Thomson Microelectronics*.......................... 16,000 1,120,000
Teradyne Inc.*......................................... 170,000 4,143,750
------------
51,727,214
------------
SOFTWARE
Computer Assoc Int'l. Inc. ............................ 78,925 3,926,519
HBO & Co. ............................................. 76,500 4,542,188
Informix Corp.*........................................ 58,000 1,181,750
Microsoft Corp.*....................................... 122,800 10,146,350
Oracle Sys Corp.*...................................... 124,000 5,177,000
Sterling Comm. Inc.*................................... 32,000 1,128,000
Sterling Software Inc.*................................ 12,000 379,500
Sybase Inc.*........................................... 143,000 2,386,313
------------
28,867,620
------------
TOTAL TECHNOLOGY....................................... 152,325,101
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-47
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

GROWTH EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- ------------
<S> <C> <C>

TRANSPORTATION (0.5)%
RAILROADS AND EQUIPMENT
Union Pacific Corp. ................................... 65,000 $ 3,908,125
------------
TOTAL TRANSPORTATION................................... 3,908,125
------------
UTILITIES (3.2%)
GAS AND PIPELINE UTILITIES
MCN Corp. ............................................. 22,000 635,250
Sonat Inc. ............................................ 59,400 3,059,100
------------
3,694,350
------------
TELEPHONE
Airtouch Communications Inc.*.......................... 83,300 2,103,325
AT & T Corp. .......................................... 73,975 3,217,913
GTE Corp. ............................................. 78,000 3,549,000
MCI Communications Corp. .............................. 102,000 3,334,125
Telephone & Data Sys Inc. ............................. 64,200 2,327,250
Worldco Inc.*.......................................... 237,700 6,195,040
------------
20,726,653
------------
TOTAL UTILITIES........................................ 24,421,003
------------
TOTAL COMMON STOCKS (Cost $553,186,989)................ 741,089,807
------------
<CAPTION>
UNITS
----------
<S> <C> <C>
SHORT TERM INVESTMENTS (COST $11,701,307) (1.6%)
State Street Bank Yield Enhanced Short Term Investment
Fund)................................................. 11,701,307 11,701,307
------------
TOTAL INVESTMENTS (Cost $564,888,296) (100%)........... 752,791,114
Other Assets less Liabilities (0.0%)................... 6,935
------------
NET ASSETS (100%)...................................... $752,798,049
============
</TABLE>
- --------
* Non-income producing security.
** An American Depository Receipt (ADR) is a certificate issued by a U.S.
bank representing the right to receive securities of the foreign issuer
described. The values of ADRs are significantly influenced by trading on
exchanges not located in the United States or Canada

The accompanying notes are an integral part of these financial statements.

F-48
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

STABLE ASSET RETURN FUND

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1996

<TABLE>
<S> <C>
ASSETS
Investments:
ABA Members/Pooled Stable Asset Fund Trust, at value (cost
$633,897,240)................................................... $633,897,240
State Street Bank Yield Enhanced Short Term Investment Fund, at
value (cost $1,358,947).......................................... 1,358,947
Unamortized organizational costs.................................. 299,520
------------
Total Assets.................................................... 635,555,707
------------
LIABILITIES
Payable for fund units redeemed................................... 443,785
State Street Bank and Trust Co.--program fee payable.............. 196,940
Trustee, management and administration fees payable............... 106,748
American Bar Retirement Association--program fee payable.......... 30,187
Other accruals.................................................... 15,278
------------
Total Liabilities............................................... 792,938
------------
Net assets (equivalent to $1.00 per unit based on 634,762,769
units outstanding)............................................... $634,762,769
============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-49
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

STABLE ASSET RETURN FUND

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<S> <C>
Interest income.................................................... $36,000,595
-----------
Expenses
State Street Bank and Trust Company--program fee................. 2,337,676
Trustee, management and administration fees...................... 1,235,231
American Bar Retirement Association--program fee................. 343,088
Amortization of organization costs............................... 205,836
Reports to unitholders........................................... 23,275
Legal and audit fees............................................. 61,272
-----------
Total expenses................................................. 4,206,378
-----------
Net investment income and net increase in net assets resulting from
operations........................................................ $31,794,217
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-50
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

STABLE ASSET RETURN FUND

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
----------------------------
1996 1995
------------- -------------
<S> <C> <C>
FROM OPERATIONS
Net investment income and net increase in net
assets resulting from operations.............. $ 31,794,217 $ 28,957,399
------------- -------------
Reinvestment of net investment income.......... (31,794,217) (28,957,399)
------------- -------------
FROM UNITHOLDER TRANSACTIONS (at $1.00 per unit):
Proceeds from units issued..................... 102,727,142 98,534,266
Units issued in connection with reinvestment of
net investment income......................... 31,794,217 28,957,399
Units issued in connection with acquisition of
Blended Rate Fund............................. -- 222,343,776
Cost of units redeemed......................... (129,966,222) (211,607,186)
------------- -------------
Net increase in net assets resulting from
unitholder transactions....................... 4,555,137 138,228,255
------------- -------------
Net increase in net assets................... 4,555,137 138,228,255
NET ASSETS
Beginning of year.............................. 630,207,632 491,979,377
------------- -------------
End of year.................................... $ 634,762,769 $ 630,207,632
============= =============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-51
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

STABLE ASSET RETURN FUND

SELECTED PER-UNIT DATA AND RATIOS

(For a unit outstanding throughout the year)*

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
------------------------------------------------
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Investment income............ $ .058 $ .061 $ .043 $ .035 $ .042
Expenses..................... (.007) (.007) (.007) (.008) (.008)
-------- -------- -------- -------- --------
Net investment income........ .051 .054 .036 .027 .034
Reinvestment of net
investment income........... (.051) (.054) (.036) (.027) (.034)
-------- -------- -------- -------- --------
Net asset value at beginning
and end of period........... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ========
Ratio of expenses to average
net assets.................. .68% .73% .73% .75% .79%
Ratio of net investment
income to average net
assets...................... 5.15% 5.32% 3.55% 2.77% 3.45%
Net assets at end of year (in
thousands).................. $634,763 $630,208 $491,979 $509,905 $589,882
</TABLE>
- --------
* Calculations prepared using the monthly average number of units outstanding
during the period.

The accompanying notes are an integral part of these financial statements.

F-52
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

STABLE ASSET RETURN FUND

SCHEDULE OF INVESTMENTS

DECEMBER 31, 1996

UNITS OF COLLECTIVE INVESTMENT FUNDS

<TABLE>
<S> <C>
State Street Bank ABA Members/Pooled Stable Asset Fund Trust
("SAFT") (Units 633,897,240) (a)................................ $633,897,240
State Street Bank Yield Enhanced Short Term Investment Fund
(Units 1,358,947)............................................... 1,358,947
------------
TOTAL INVESTMENTS (Cost $635,256,187) (100.1%)................... 635,256,187
OTHER ASSETS LESS LIABILITIES (-0.1%)............................ (493,418)
------------
NET ASSETS (100.0%).............................................. $634,762,769
============
</TABLE>
- --------
(a) The Stable Asset Return Fund participates in the following SAFT
investments:

<TABLE>
<CAPTION>
EFFECTIVE ANNUAL INVESTMENTS AT
PERCENTAGE RATE CONTRACT VALUE
1996 (NOTE 2)
---------------- --------------
<S> <C> <C>
INVESTMENT CONTRACTS
Allstate Life Insurance Company
9 Investment Contracts
(Maturities ranging from April 1, 1997 to
July 31, 1999)............................ 6.52-7.53% $22,412,049
Continental Assurance Company
6 Investment Contracts
(Maturities ranging from July 31, 1997 to
December 31, 2002)........................ 6.00-7.32 38,158,411
Hartford Life Insurance Company
1 Investment Contract
(Maturities ranging from September 30,
1997 to December 31, 1998)................ 4.70-6.44 3,670,654
John Hancock Mutual Life Insurance Company
6 Investment Contracts
(Maturities ranging from March 31, 1997 to
November 30, 2002)........................ 5.06-7.75 21,001,014
Life of Virginia
3 Investment Contracts, Indexed
(Maturities ranging from June 30, 1999 to
August 31, 2001 and upon funds request)... 4.71-7.10 16,071,657
Metropolitan Life Insurance Company
3 Investment Contracts
(Maturities ranging from August 31, 1997
to February 28, 2001)..................... 6.08-6.37 25,253,870
New York Life Asset Management
6 Investment Contracts
(Maturities ranging from March 31, 1997 to
October 31, 1999)......................... 5.51-6.93 25,025,322
Pacific Mutual Life Insurance Company
3 Investment Contracts, Indexed
(Maturities ranging from May 31, 1997 to
January 31, 2002)......................... 5.17-6.91 25,609,410
Principal Mutual Life Insurance Company
6 Investment Contracts
(Maturities ranging from September 30,
1997 to February 28, 2002)................ 5.70-7.20 21,025,685
Provident Life and Accident Assurance
Company
2 Investment Contracts
(Maturities ranging from December 31, 1997
to March 31, 1998)........................ 5.10-7.48 9,047,183
Providian Capital Management
5 Investment Contracts
(Maturities ranging from April 30, 1997 to
March 31, 2002)........................... 6.67-7.03 29,528,045
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-53
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

STABLE ASSET RETURN FUND

SCHEDULE OF INVESTMENTS

DECEMBER 31, 1996

<TABLE>
<CAPTION>
EFFECTIVE ANNUAL INVESTMENTS AT
PERCENTAGE RATE CONTRACT VALUE
1996 (NOTE 2)
---------------- --------------
<S> <C> <C>
INVESTMENT CONTRACTS (CONTINUED)
Prudential Asset Management
4 Investment Contracts
(Maturities ranging from Janury 31, 1997 to
January 31, 2000).......................... 5.19-7.35% $ 22,241,208
Sun Life of Canada
2 Investment Contracts
(Maturities ranging from December 31, 1999
to April 30, 2001)......................... 6.82-6.87 17,484,554
Transamerica Asset Management
1 Investment Contract
(Maturities ranging from September 1, 1997
to August 31, 2000)........................ 6.25 4,324,032
------------
Total Investment Contracts (Cost
$280,853,094).............................. 280,853,094
------------
SYNTHETIC INVESTMENT CONTRACTS*
CDC Investment Management Group
1 Investment Contract
(Maturities ranging from February 29, 1997
to December 31, 1999)
Underlying Security:
FHLMC, 6.75%, 10/15/13, principal
$8,330,000
Total market value $8,272,489, wrapper
($340,233)................................. 7.70 7,932,256
J. P. Morgan
1 Investment Contract
(Maturities ranging from January 15, 1997
to January 15, 1999)
Underlying Security:
U.S. Treasury Note, 6.375%, 1/15/99,
principal $6,451,000
Total market value $6,415,869, wrapper
$1,252,910................................. 5.28 7,668,779
Morgan Guaranty Trust Company
1 Investment Contract
(Maturities ranging from December 15, 1999
to May 15, 2001)
Underlying Security:
Advanta Credit Card Master Trust, 5.655%,
11/13/03, principal $10,000,000
Total market value $9,849,572, wrapper
$388,599................................... 7.06 10,238,171
------------
Total Synthetic Investment Contracts (Cost
$25,839,206)............................... 25,839,206
------------
<CAPTION>
AMORTIZED
COST VALUE
---------------- --------------
<S> <C> <C>
SHORT TERM INVESTMENTS
State Street Bank Yield Enhanced Short Term
Investment Fund--327,204,940 units......... $327,204,940 327,204,940
------------
Total investments (cost $633,897,240)....... $633,897,240
============
</TABLE>
- --------
* Synthetic investment contracts represent individual assets placed in a trust
with ownership by the fund and a third party issues a wrapper contract that
provides that holders can, and must, execute transactions at contract value.
Individual assets of the synthetic contracts are valued at representative
quoted market prices. The wrapper is valued as the difference between the
fair value of the assets and contract value of the investment contract.

The accompanying notes are an integral part of these financial statements.

F-54
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

INDEX EQUITY FUND

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1996

<TABLE>
<S> <C>
ASSETS
Investments:
State Street Bank Flagship S&P 500 Index Fund, at value (cost
$50,726,746 and units 522,641).................................... $62,405,446
State Street Bank Russell Special Small Company Common Trust Fund,
at value (cost $18,314,033 and units 1,372,227)................... 20,005,704
Cash............................................................... 145,835
Receivable for fund units sold..................................... 473,697
Unamortized organizational costs................................... 38,911
-----------
Total Assets..................................................... 83,069,593
-----------
LIABILITIES
Payable for investments purchased.................................. 146,836
State Street Bank and Trust Co.--program fee payable............... 25,728
Trustee, management and administration fees payable................ 12,078
American Bar Retirement Association--program fee payable........... 3,755
Other accruals..................................................... 193
-----------
Total Liabilities................................................ 188,590
-----------
Net assets (equivalent to $16.86 per unit based on 4,914,409 units
outstanding)...................................................... $82,881,003
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-55
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

INDEX EQUITY FUND

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<S> <C>
INVESTMENT INCOME
Dividend income.................................................. $ 1,212,076
-----------
Total investment income........................................ 1,212,076
-----------
EXPENSES
State Street Bank and Trust Co.--program fee..................... 249,826
Trustee, management and administration fees...................... 120,881
American Bar Retirement Association--program fee................. 36,659
Amortization of organization costs............................... 19,404
Legal and audit fees............................................. 19,983
Report to unitholders............................................ 7,591
-----------
Total expenses................................................. 454,344
-----------
Net investment income.............................................. 757,732
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) INVESTMENTS
Net realized gain................................................ 5,721,776
Change in net unrealized appreciation on investments............. 6,212,264
-----------
Net realized and unrealized gain on investments................ 11,934,040
-----------
Net increase in net assets resulting from operations............... $12,691,772
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-56
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

INDEX EQUITY FUND

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER 31,
------------------------
1996 1995
----------- -----------
<S> <C> <C>
FROM OPERATIONS
Net investment income (loss)....................... $ 757,732 $ (140,720)
Net realized gain on investments................... 5,721,776 673,628
Net change in unrealized appreciation on
investments....................................... 6,212,264 6,934,028
----------- -----------
Net increase in net assets resulting from
operations........................................ 12,691,772 7,466,936
----------- -----------
FROM UNITHOLDER TRANSACTIONS
Proceeds from units sold........................... 31,403,731 38,208,921
Cost of units redeemed............................. (9,234,771) (9,317,584)
----------- -----------
Net increase in net assets resulting from
unitholder transactions........................... 22,168,960 28,891,337
----------- -----------
Net increase in net assets....................... 34,860,732 36,358,273
NET ASSETS
Beginning of year.................................. 48,020,271 11,661,998
----------- -----------
End of year........................................ $82,881,003 $48,020,271
=========== ===========
NUMBER OF UNITS
Outstanding--beginning of year..................... 3,437,843 1,126,553
Sold............................................. 2,077,161 3,069,243
Redeemed......................................... (600,595) (757,953)
----------- -----------
Outstanding--end of year........................... 4,914,409 3,437,843
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-57
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

INDEX EQUITY FUND

SELECTED PER-UNIT DATA AND RATIOS

(For a unit outstanding throughout the period)*

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE APRIL 30, 1994
YEAR ENDED (COMMENCEMENT
DECEMBER 31, OF OPERATIONS) TO
---------------- DECEMBER 31,
1996 1995 1994
------- ------- -----------------
<S> <C> <C> <C>
Investment income......................... $ .28 $ .02 $ --
Expenses.................................. (.11) (.08) (.04)
------- ------- -------
Net investment income (loss).............. .17 (.06) (.04)
Net realized and unrealized gain on
investments.............................. 2.72 3.68 .39
------- ------- -------
Net increase in unit value................ 2.89 3.62 .35
Net asset value at beginning of period.... 13.97 10.35 10.00
------- ------- -------
Net asset value at end of period.......... $ 16.86 $ 13.97 $ 10.35
======= ======= =======
Ratio of expenses to average net assets... .69% .68% .94%**
Ratio of net investment income (loss) to
average net assets....................... 1.15% (.52%) .94%**
Portfolio turnover ***.................... 17.48% 131.73% 53.55%
Total return.............................. 20.68% 34.98% 3.50%
Net assets at end of period (in
thousands)............................... $82,881 $48,020 $11,662
</TABLE>
- --------
* Calculations prepared using the monthly average number of units outstanding
during the period.
** Ratios annualized.
*** Reflects purchases and sales of units of the collective investment funds in
which the Fund invests rather than the turnover of the underlying
portfolios of such collective investments funds.

The accompanying notes are an integral part of these financial statements.

F-58
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

INTERMEDIATE BOND FUND

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1996

<TABLE>
<S> <C>
ASSETS
Investments:
PIMCO Total Return Fund, at value
(cost $33,306,599 and shares 3,182,755)........................... $33,418,929
MasterWorks Bond Index Funds, at value
(cost $16,483,656 and shares 1,706,199)........................... 16,191,828
Receivable for fund units sold..................................... 157,405
Unamortized organizational costs................................... 23,347
-----------
Total Assets................................................... 49,791,509
-----------
LIABILITIES
Payable for investments purchased.................................. 157,405
State Street Bank and Trust Co.--program fee payable............... 15,506
Trustee, management and administration fees payable................ 4,201
American Bar Retirement Association--program fee payable........... 2,271
Other accruals..................................................... 309
-----------
Total Liabilities.............................................. 179,692
-----------
NET ASSETS (equivalent to $10.89 per unit
based on 4,556,518 units outstanding)............................. $49,611,817
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-59
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

INTERMEDIATE BOND FUND

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<S> <C>
INVESTMENT INCOME
Dividends........................................................ $ 2,848,793
-----------
Total investment income.......................................... 2,848,793
-----------
EXPENSES
State Street Bank and Trust Co.--program fee..................... 168,340
Trustee, management and administration fees...................... 34,961
American Bar Retirement Association--program fee................. 24,704
Amortization of organization costs............................... 20,570
Reports to unitholders........................................... 2,922
Legal and audit fees............................................. 7,695
-----------
Total expenses................................................. 259,192
-----------
Net investment income.............................................. 2,589,601
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss................................................ (177,766)
Change in net unrealized depreciation............................ (1,011,400)
-----------
Net realized and unrealized loss on investments................ (1,189,166)
-----------
Net increase in net assets resulting from operations............... $ 1,400,435
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-60
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

INTERMEDIATE BOND FUND

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
FOR THE PERIOD
SEPTEMBER 5,
1995
FOR THE (COMMENCEMENT
YEAR ENDED OF OPERATIONS) TO
DECEMBER 31, DECEMBER 31,
1996 1995
------------ -----------------
<S> <C> <C>
FROM OPERATIONS
Net investment income........................ $ 2,589,601 $ 972,338
Net realized gain (loss) on investments...... (177,766) 8,982
Net change in unrealized appreciation
(depreciation) on investments............... (1,011,400) 831,903
------------ -----------
Net increase in net assets resulting from
operations................................ 1,400,435 1,813,223
------------ -----------
FROM UNITHOLDER TRANSACTIONS
Proceeds from units issued................... 21,795,326 35,221,124
Cost of units redeemed....................... (10,040,616) (577,675)
------------ -----------
Net increase in net assets resulting from
unitholder transactions................... 11,754,710 34,643,449
------------ -----------
Net increase in net assets............... 13,155,145 36,456,672
NET ASSETS
Beginning of period.......................... 36,456,672 --
------------ -----------
End of period................................ $ 49,611,817 $36,456,672
============ ===========
NUMBER OF UNITS
Outstanding--beginning of period............. 3,447,358 --
Sold....................................... 2,076,702 3,503,766
Redeemed................................... (967,542) (56,408)
------------ -----------
Outstanding--end of period................... 4,556,518 3,447,358
============ ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-61
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

INTERMEDIATE BOND FUND

SELECTED PER-UNIT DATA AND RATIOS

(For a unit outstanding throughout the period)*

<TABLE>
<CAPTION>
FOR THE PERIOD
SEPTEMBER 5,
1995
FOR THE (COMMENCEMENT
YEAR ENDED OF OPERATIONS) TO
DECEMBER 31, DECEMBER 31,
1996 1995
------------ -----------------
<S> <C> <C>
Investment income............................... $ .67 $ .34
Expenses........................................ (.06) (.02)
------- -------
Net investment income........................... .61 .32
Net realized and unrealized gain (loss) on
investments.................................... (.30) .26
------- -------
Net increase in unit value...................... .31 .58
Net asset value at beginning of period.......... 10.58 10.00
------- -------
Net asset value at end of period................ $10.89 $10.58
======= =======
Ratio of expenses to average net assets......... .58% .69%**
Ratio of net investment income to average net
assets......................................... 5.82% 9.17%**
Portfolio turnover ***.......................... 22.37% 1.60%
Total return.................................... 2.93% 5.80%
Net assets at end of period (in thousands)...... $49,612 $36,457
</TABLE>
- --------
*Calculations prepared using the monthly average number of units outstanding
during the period.
**Ratios annualized.
***Reflects purchases and sales of shares of the registered investment
companies in which the Fund invests rather than the turnover of the underlying
portfolios of such registered investment companies.

The accompanying notes are an integral part of these financial statements.

F-62
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

INTERNATIONAL EQUITY FUND

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1996

<TABLE>
<S> <C>
ASSETS
Investment in T. Rowe Price International Stock Fund at value (cost
$32,234,612 and shares 2,410,622)................................. $33,266,583
Receivable for fund units sold..................................... 697,432
Unamortized organizational costs................................... 15,884
-----------
Total Assets..................................................... 33,979,899
-----------
LIABILITIES
Payable for investments purchased.................................. 697,432
State Street Bank and Trust Co.--program fee payable............... 10,130
Trustee, management and administration fees payable................ 2,132
American Bar Retirement Association--program fee payable........... 1,657
Other accruals..................................................... 248
-----------
Total Liabilities................................................ 711,599
-----------
NET ASSETS (equivalent to $17.80 per unit based on 1,868,547 units
outstanding)...................................................... $33,268,300
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-63
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

INTERNATIONAL EQUITY FUND

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<S> <C>
INVESTMENT INCOME
Dividends......................................................... $ 967,405
----------
Total investment income......................................... 967,405
----------
EXPENSES
State Street Bank and Trust Co.--program fee...................... 87,483
Trustee, management and administration fees....................... 18,343
American Bar Retirement Association--program fee.................. 13,009
Amortization of organization costs................................ 7,025
Reports to unitholders............................................ 2,917
Legal and audit fees.............................................. 7,677
----------
Total expenses.................................................. 136,454
----------
Net investment income............................................... 830,951
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain................................................. 1,492,478
Change in net unrealized appreciation............................. 1,022,272
----------
Net realized and unrealized gain on investments................. 2,514,750
----------
Net increase in net assets resulting from operations................ $3,345,701
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-64
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

INTERNATIONAL EQUITY FUND

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
FOR THE PERIOD
SEPTEMBER 5,
1995
FOR THE (COMMENCEMENT
YEAR ENDED OF OPERATIONS) TO
DECEMBER 31, DECEMBER 31,
1996 1995
------------ -----------------
<S> <C> <C>
FROM OPERATIONS
Net investment income........................ $ 830,951 $ 248,677
Net realized gain on investments............. 1,492,478 2,277
Net change in unrealized appreciation on
investments................................. 1,022,272 9,699
------------ -----------
Net increase in net assets resulting from
operations.................................. 3,345,701 260,653
------------ -----------
FROM UNITHOLDER TRANSACTIONS
Proceeds from sales of units................. 35,096,067 10,772,518
Cost of units redeemed....................... (16,022,030) (184,609)
------------ -----------
Net increase in net assets resulting from
unitholder transactions..................... 19,074,037 10,587,909
------------ -----------
Net increase in net assets................. 22,419,738 10,848,562
NET ASSETS
Beginning of period.......................... 10,848,562 --
------------ -----------
End of period................................ $ 33,268,300 $10,848,562
============ ===========
NUMBER OF UNITS
Outstanding--beginning of period............. 705,954 --
Sold....................................... 2,107,610 718,291
Redeemed................................... (945,017) (12,337)
------------ -----------
Outstanding--end of period................... 1,868,547 705,954
============ ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-65
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

INTERNATIONAL EQUITY FUND

SELECTED PER-UNIT DATA AND RATIOS

(For a unit outstanding throughout the period)*

<TABLE>
<CAPTION>
FOR THE PERIOD
SEPTEMBER 5,
1995
FOR THE (COMMENCEMENT
YEAR ENDED OF OPERATIONS) TO
DECEMBER 31, DECEMBER 31,
1996 1995
------------ -----------------
<S> <C> <C>
Investment income............................... $ .70 $ .49
Expenses........................................ (.10) (.03)
------- -------
Net investment income........................... .60 .46
Net realized and unrealized gain (loss) on
investments.................................... 1.83 (.09)
------- -------
Net increase.................................... 2.43 .37
Net asset value at beginning of period.......... 15.37 15.00
------- -------
Net asset value at end of period................ $ 17.80 $ 15.37
======= =======
Ratio of expenses to average net assets......... .59% .57%**
Ratio of net investment income to average net
assets......................................... 3.58% 9.2%**
Portfolio turnover ***.......................... 73.42% 3.51%
Total return.................................... 15.81% 2.47%
Net assets at end of period (in thousands)...... $33,268 $10,849
</TABLE>
- --------
* Calculations prepared using the monthly average number of units outstanding
during the period.
** Ratios annualized.
*** Reflects purchases and sales of shares of the registered investment company
in which the Fund invests rather than the turnover of the underlying
portfolios of the registered investment company.

The accompanying notes are an integral part of these financial statements.

F-66
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

VALUE EQUITY FUND

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1996

<TABLE>
<S> <C>
ASSETS
Investments, at value (cost $40,236,294)........................... $47,190,964
Cash............................................................... 512
Receivable for fund units sold..................................... 887,148
Dividends and interest receivable.................................. 160,568
Unamortized organizational costs................................... 22,323
-----------
Total Assets..................................................... 48,261,515
-----------
LIABILITIES
Payable for investments purchased.................................. 66,675
Investment advisory fee payable.................................... 43,713
State Street Bank and Trust Co.--program fee payable............... 14,527
Trustee, management and administration fees payable................ 3,010
American Bar Retirement Association--program fee payable........... 2,127
Other accruals..................................................... 269
-----------
Total Liabilities................................................ 130,321
-----------
NET ASSETS (equivalent to $15.73 per unit based on 3,060,634 units
outstanding)...................................................... $48,131,194
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-67
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

VALUE EQUITY FUND

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Dividends (net of foreign tax expense of $1,567)............... $ 763,336
Interest....................................................... 236,317
----------
Total investment income...................................... 999,653
----------
EXPENSES
Investment advisory fee........................................ 143,180
State Street Bank and Trust Co.--program fee................... 132,856
Trustee, management and administration fees.................... 27,818
American Bar Retirement Association--program fee............... 19,494
Amortization of organization costs............................. 9,774
Reports to unitholders......................................... 4,264
Legal and audit fees........................................... 11,223
----------
Total expenses............................................... 348,609
----------
Net investment income.......................................... 651,044
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain.............................................. 535,992
Change in net unrealized appreciation.......................... 5,938,274
----------
Net realized and unrealized gain on investments.............. 6,474,266
----------
Net increase in net assets resulting from operations........... $7,125,310
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-68
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

VALUE EQUITY FUND

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
FOR THE PERIOD
SEPTEMBER 5,
1995
FOR THE (COMMENCEMENT
YEAR ENDED OF OPERATIONS) TO
DECEMBER 31, DECEMBER 31,
1996 1995
------------ -----------------
<S> <C> <C>
OPERATIONS
Net investment income......................... $ 651,044 $ 109,882
Net realized gain (loss) on investments....... 535,992 (11,116)
Net change in unrealized appreciation on
investments.................................. 5,938,274 1,016,389
----------- -----------
Net increase in net assets resulting from
operations................................... 7,125,310 1,115,155
----------- -----------
UNITHOLDER TRANSACTIONS
Proceeds from sales of units.................. 28,084,938 19,898,639
Cost of units redeemed........................ (7,695,572) (397,276)
----------- -----------
Net increase in net assets resulting from
unitholder transactions...................... 20,389,366 19,501,363
----------- -----------
Net increase in net assets.................. 27,514,676 20,616,518
NET ASSETS
Beginning of period........................... 20,616,518 --
----------- -----------
End of period................................. $48,131,194 $20,616,518
=========== ===========
NUMBER OF UNITS
Outstanding--beginning of period.............. 1,594,367 --
Sold........................................ 2,004,767 1,627,099
Redeemed.................................... (538,500) (32,732)
----------- -----------
Outstanding--end of period.................... 3,060,634 1,594,367
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-69
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

VALUE EQUITY FUND

SELECTED PER-UNIT DATA AND RATIOS

(For a unit outstanding throughout the period)**

<TABLE>
<CAPTION>
FOR THE PERIOD
SEPTEMBER 5,
1995
FOR THE (COMMENCEMENT
YEAR ENDED OF OPERATIONS) TO
DECEMBER 31, DECEMBER 31,
1996 1995
------------ -----------------
<S> <C> <C>
Investment income............................... $ .40 $ .13
Expenses........................................ (.14) (.04)
------- -------
Net investment income........................... .26 .09
Net realized and unrealized gain on investments. 2.54 .84
------- -------
Net increase in unit value...................... 2.80 .93
Net asset value at beginning of period.......... 12.93 12.00
------- -------
Net asset value at end of period................ $ 15.73 $ 12.93
======= =======
Ratio of expenses to average net assets......... .99% 1.00%*
Ratio of net investment income to average net
assets......................................... 1.85% 2.12%*
Portfolio turnover.............................. 16.73% 3.8%
Total return.................................... 21.66% 7.75%
Net assets at end of period (in thousands)...... $48,131 $20,617
</TABLE>
- --------
* Ratios annualized.
** Calculations prepared using the monthly average number of units outstanding
during the period.

The accompanying notes are an integral part of these financial statements.

F-70
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

VALUE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- -----------
<S> <C> <C>

COMMON STOCKS (90.3%)
BASIC INDUSTRIES (6.3%)
ALUMINUM
Alcan Alum Ltd. ........................................ 7,700 $ 258,913
Alumax Inc.*............................................ 1,800 60,075
Aluminum Co. Amer....................................... 4,300 274,125
-----------
593,113
-----------
CHEMICALS
Dow Chem Co. ........................................... 4,500 352,688
Du Pont EI De Nemours & Co. ............................ 1,100 103,813
Eastman Chem Co. ....................................... 3,400 187,850
FMC Corp. New*.......................................... 2,900 203,363
Great Lakes Chemical Corp. ............................. 3,200 149,600
Nalco Chem Co. ......................................... 2,300 83,088
Sigma Aldrich........................................... 3,400 212,288
Union Carbide Corp. .................................... 4,700 192,113
-----------
1,484,803
-----------
CONTAINERS & GLASS
Ball Corp. ............................................. 9,100 236,600
-----------
PAPER
Champion Int'l Corp. ................................... 4,900 211,925
International Paper Co. ................................ 6,500 262,438
Minnesota Mining & Mfg Co. ............................. 2,400 198,900
-----------
673,263
-----------
TOTAL BASIC INDUSTRIES.................................. 2,987,779
-----------
CAPITAL GOODS (4.7%)
ELECTRICAL EQUIPMENT
Arrow Electrs Inc.*..................................... 4,400 235,400
General Elec Co. ....................................... 9,300 919,538
-----------
1,154,938
-----------
INDUSTRIAL MACHINERY
Briggs & Stratton Corp. ................................ 5,700 250,800
Giddings & Lewis Inc. ................................. 7,200 92,700
Wheelabrator Technologies Inc. ......................... 9,100 147,875
-----------
491,375
-----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-71
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

VALUE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- -----------
<S> <C> <C>

POLLUTION CONTROL
Browning Ferris Inds Inc. .............................. 9,500 $ 249,375
WMX Technologies Inc. .................................. 6,100 199,013
Waste Mgmt Int'l. PLC ADR* **........................... 23,600 185,850
-----------
634,238
-----------
TOTAL CAPITAL GOODS..................................... 2,280,551
-----------
CONSUMER BASICS (14.1%)
DRUGS & HEALTH CARE
Abbott Labs............................................. 9,200 466,900
Allergan Inc. .......................................... 7,400 263,625
American Home Products Corp. ........................... 600 35,175
Bard C R Inc. .......................................... 9,000 252,000
Bausch & Lomb Inc. ..................................... 5,600 196,000
Bristol Myers Squibb Co. ............................... 5,300 576,375
Columbia/HCA Healthcare Corp. .......................... 4,350 177,263
Foundation Health Corp. ................................ 6,500 206,375
Johnson & Johnson....................................... 3,600 179,100
Lilly Eli & Co. ........................................ 400 29,200
Merck & Co. Inc. ....................................... 4,700 372,475
Pharmacia & Upjohn Inc. ................................ 10,300 408,138
Pfizer Inc. ............................................ 3,100 256,913
Smithkline Beecham PLC ADR**............................ 3,200 217,600
United Healthcare Corp. ................................ 6,000 270,000
-----------
3,907,139
-----------
FOOD & BEVERAGES
Coca Cola Co. .......................................... 11,600 610,450
Heinz H J Co. .......................................... 5,800 207,350
Pepsico Inc. ........................................... 7,000 204,750
Whitman Corp. .......................................... 3,400 77,775
-----------
1,100,325
-----------
HOUSEHOLD PRODUCTS
Dial Corp. New.......................................... 3,600 53,100
Procter & Gamble Co. ................................... 2,300 247,250
-----------
300,350
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements.

F-72
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

VALUE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- -----------
<S> <C> <C>

TOBACCO
American Brands Inc. ................................... 5,000 $ 248,125
Philip Morris Cos. Inc. ................................ 9,000 1,013,625
RJR Nabisco Hldgs Corp. New............................. 7,000 238,000
-----------
1,499,750
-----------
TOTAL CONSUMER BASICS................................... 6,807,564
-----------
CONSUMER DURABLE GOODS (3.4%)
AUTO PARTS
Genuine Parts Co. ...................................... 3,000 133,500
-----------
AUTOMOBILE
Chrysler Corp. ......................................... 1,400 46,200
Ford Mtr Co. Del. ...................................... 17,400 554,625
General Mtrs Corp. ..................................... 1,200 66,900
-----------
667,725
-----------
HOUSEHOLD APPLIANCES
Maytag Corp. ........................................... 11,900 235,025
Whirlpool Corp. ........................................ 3,500 163,188
-----------
398,213
-----------
MOBILE HOMES
Fleetwood Enterprises Inc. ............................. 3,600 99,000
-----------
TIRES AND RUBBER
Cooper Tire & Rubber Co. ............................... 11,200 221,200
Goodyear Tire and Rubber................................ 2,200 113,025
-----------
334,225
-----------
TOTAL CONSUMER DURABLES................................. 1,632,663
-----------
CONSUMER NON-DURABLES (6.3%)
APPAREL & TEXTILES
Reebok Int'l Ltd. ...................................... 6,800 285,600
Russell Corp. .......................................... 4,100 121,975
Springs Inds Inc. ...................................... 2,600 111,800
V F Corp. .............................................. 3,700 249,750
-----------
769,125
-----------
LIQUOR
Anheuser Busch Cos. Inc. ............................... 7,600 304,000
-----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-73
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

VALUE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- -----------
<S> <C> <C>

RETAIL TRADE
Dayton Hudson Corp. .................................... 5,900 $ 231,575
Dillard Dept Stores Inc., Class A....................... 7,000 216,125
Limited Inc. ........................................... 14,560 267,540
Penney J C Inc. ........................................ 2,900 141,375
Price Costco. Inc.* .................................... 3,600 90,450
Supervalu Inc. ......................................... 6,000 170,250
Toys R Us Inc.*......................................... 8,700 261,000
Wal Mart Stores Inc. ................................... 25,200 576,450
-----------
1,954,765
-----------
TOTAL CONSUMER NON DURABLES............................. 3,027,890
-----------
CONSUMER SERVICES (1.5%)
AIR TRAVEL
AMR Corp. Del.*......................................... 2,500 220,313
Delta Airlines Inc. Del. ............................... 3,200 226,800
-----------
447,113
-----------
HOTELS AND RESTAURANTS
McDonalds Corp. ........................................ 1,200 54,300
-----------
LEISURE TIME
Brunswick Corp. ........................................ 7,600 182,400
Disney Walt Co. ........................................ 500 34,813
-----------
217,213
-----------
TOTAL CONSUMER SERVICES................................. 718,626
-----------
ENERGY (8.3%)
DOMESTIC OIL
Ashland Inc. ........................................... 4,000 175,500
Atlantic Richfield Co. ................................. 2,600 344,500
Phillips Pete Co. ...................................... 5,600 247,800
Sun Inc. ............................................... 9,400 229,125
Unocal Corp. ........................................... 6,701 272,217
-----------
1,269,142
-----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-74
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

VALUE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- -----------
<S> <C> <C>

INTERNATIONAL OIL
Amoco Corp. ............................................ 5,600 $ 450,800
Chevron Corp. .......................................... 5,500 357,500
Exxon Corp. ............................................ 5,300 519,400
Mobil Corp. ............................................ 1,800 220,050
Royal Dutch Petroleum Co. .............................. 4,900 836,675
Texaco Inc. ............................................ 3,700 363,063
-----------
2,747,488
-----------
TOTAL ENERGY............................................ 4,016,630
-----------
FINANCE (19.6%)
BANKS
Banc One Corp. ......................................... 8,380 360,340
Bankamerica Corp. ...................................... 4,700 468,824
Chase Manhattan Corp. New............................... 5,000 446,250
Citicorp................................................ 2,500 257,500
First Chicago NBD Corp. ................................ 2,600 139,750
First Un Corp. ......................................... 3,200 236,800
Fleet Finl Group Inc. .................................. 6,500 324,188
Key Corp. New........................................... 5,000 252,500
Morgan J P & Co. Inc. .................................. 3,100 302,638
Nationsbank Corp. ...................................... 3,800 371,450
PNC Bk Corp. ........................................... 7,200 270,900
Republic NY Corp. ...................................... 2,900 236,713
-----------
3,667,853
-----------
FINANCIAL SERVICES
Dean Witter Discover & Co. ............................. 3,900 258,375
Federal Home Ln Mtg Corp. .............................. 3,200 352,400
Federal Natl Mtg Assn................................... 13,900 517,775
Merrill Lynch & Co. Inc. ............................... 4,300 350,450
Salomon Inc. ........................................... 4,700 221,488
-----------
1,700,488
-----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-75
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

VALUE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- -----------
<S> <C> <C>

INSURANCE
Aetna Inc. ............................................. 4,000 $ 320,000
Ambac Inc. ............................................. 800 53,100
American Gen Corp. ..................................... 7,200 294,300
American Int'l Group Inc. .............................. 1,300 140,725
Cigna Corp. ............................................ 2,200 300,575
Chubb Corp. ............................................ 5,200 279,500
ITT Hartford Group Inc. ................................ 4,100 276,750
Lincoln Natl Corp. ..................................... 4,800 252,000
Loews Corp. ............................................ 3,100 292,175
Marsh & Mclennan Companies Inc. ........................ 1,200 124,800
Ohio Cas Corp. ......................................... 5,600 198,800
Old Rep Int'l Corp. .................................... 7,000 187,250
St Paul Cos Inc. ....................................... 4,500 263,814
Torchmark Inc. ......................................... 3,800 191,900
Uslife Corp. ........................................... 6,100 202,825
-----------
3,378,514
-----------
INVESTMENT ADVISORS
Morgan Stanley Group Inc. .............................. 5,100 291,338
-----------
SAVINGS AND LOAN
Golden West Finl Corp. Del.............................. 3,200 202,000
Great Westn Finl Corp. ................................. 5,900 171,100
-----------
373,100
-----------
TOTAL FINANCE........................................... 9,411,293
-----------
GENERAL BUSINESS (1.3%)
BUSINESS SERVICES
Block H & R Inc. ....................................... 6,000 174,000
Viad Corp. ............................................. 3,600 59,400
-----------
233,400
-----------
NEWSPAPERS
Dow Jones & Co. Inc. ................................... 4,000 135,500
Gannett Inc. ........................................... 1,600 119,800
-----------
255,300
-----------
PUBLISHING
American Greetings Corp., Class A....................... 4,600 130,525
-----------
TELECOMMUNICATION SERVICES
Lucent Technologies Inc. ............................... 4 185
-----------
TOTAL GENERAL BUSINESS.................................. 619,410
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements.

F-76
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

VALUE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- -----------
<S> <C> <C>

MISCELLANEOUS (1.2%)
CONGLOMERATES
ITT Inds Inc. .......................................... 9,800 $ 240,100
Textron Inc. ........................................... 900 84,825
-----------
324,925
-----------
MISCELLANEOUS
Canadian Pac Ltd. New................................... 8,800 233,200
-----------
TOTAL MISCELLANEOUS..................................... 558,125
-----------
SHELTER (2.3%)
CONSTRUCTION MATERIALS
Armstrongworld Inds Inc. ............................... 3,000 208,500
Masco Corp. ............................................ 5,000 180,000
Owens Corning........................................... 5,300 225,913
-----------
614,413
-----------
HOMEBUILDERS
Centex Corp. ........................................... 4,800 180,600
Kaufman & Broad Home Corp. ............................. 10,900 140,338
Pulte Corp. ............................................ 6,200 190,650
-----------
511,588
-----------
TOTAL SHELTER........................................... 1,126,001
-----------
TECHNOLOGY (9.2%)
AEROSPACE
Boeing Co. ............................................. 100 10,638
Rockwell Int'l Corp. New................................ 2,400 146,100
-----------
156,738
-----------
COMPUTERS & BUSINESS EQUIPMENT
Compaq Computer Corp.*.................................. 5,500 408,375
E M C Corp.*............................................ 11,200 371,000
Hewlett Packard Co. .................................... 12,700 638,175
International Business Machines......................... 5,800 875,800
Quantum Corp.*.......................................... 9,100 260,488
Seagate Technology*..................................... 7,600 300,200
-----------
2,854,038
-----------
ELECTRONICS
Intel Corp. ............................................ 6,300 824,906
Motorola Inc. .......................................... 3,200 196,400
-----------
1,021,306
-----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-77
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

VALUE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- -----------
<S> <C> <C>

SOFTWARE
Microsoft Corp.*........................................ 4,600 $ 380,075
-----------
TOTAL TECHNOLOGY........................................ 4,412,157
-----------
TRANSPORTATION (1.9%)
RAILROADS & EQUIPMENT
CSX Corp. .............................................. 4,600 194,350
Union Pac Corp. ........................................ 4,000 240,500
-----------
434,850
-----------
TRUCKING & FREIGHT FORWARDING
Federal Express Corp.*.................................. 6,000 267,000
Ryder Sys Inc. ......................................... 7,800 219,375
-----------
486,375
-----------
TOTAL TRANSPORTATION.................................... 921,225
-----------
UTILITIES (10.2%)
ELECTRIC UTILITIES
Allegheny Power Systems Inc. ........................... 7,700 233,888
American Elec Pwr Inc. ................................. 7,300 300,213
Consolidated Edison Co. NY Inc. ........................ 9,200 269,100
Dominion Res Inc. Va.................................... 1,700 65,450
GPU Inc. ............................................... 8,200 275,725
Illinova Corp. ......................................... 7,500 206,250
P P & L Res Inc. ....................................... 10,300 236,900
Pacificorp.............................................. 11,300 231,650
Puget Sound Pwr & Lt Co. ............................... 10,200 244,800
-----------
2,063,976
-----------
GAS & PIPELINE UTILITIES
Transcanada Pipelines Ltd. ............................. 11,400 199,500
-----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-78
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

SCHEDULE OF INVESTMENTS

VALUE EQUITY FUND

DECEMBER 31, 1996

<TABLE>
<CAPTION>
SHARES VALUE
---------- -----------
<S> <C> <C>

TELEPHONE
AT&T Corp. ............................................. 19,800 $ 861,284
Alltel Corp. ........................................... 8,800 276,100
Ameritech Corp. New..................................... 900 54,563
Bell Atlantic Corp. .................................... 500 32,375
Bellsouth Corp. ........................................ 1,900 76,713
GTE Corp. .............................................. 6,200 282,100
MCI Communications Corp. ............................... 11,200 366,100
Pacific Telesis Group................................... 7,900 290,325
SBC Communications Inc. ................................ 900 46,575
Sprint Corp. ........................................... 6,200 247,225
U S West Inc. .......................................... 4,000 129,000
-----------
2,662,360
-----------
TOTAL UTILITIES......................................... 4,925,836
-----------
TOTAL COMMON STOCKS (Cost $36,457,212).................. 43,445,750
-----------
<CAPTION>
PRINCIPAL
----------
<S> <C> <C>
US TREASURY NOTES (COST $2,325,805) (4.8%)
United States Treasury Notes 6.5% 8/15/05............... $1,787,000 1,798,455
United States Treasury Notes 7.0% 7/15/06............... 475,000 493,482
-----------
TOTAL US TREASURY NOTES................................. 2,291,937
-----------
<CAPTION>
UNITS
----------
<S> <C> <C>
SHORT TERM INVESTMENTS (COST $1,453,277) (3.0%)
State Street Bank Yield Enhanced Short Term Investment
Fund................................................... 1,453,277 1,453,277
-----------
TOTAL INVESTMENTS (COST $40,236,294) (98.1%)............ 47,190,964
Other Assets less Liabilities (1.9%).................... 940,230
-----------
NET ASSETS (100%)....................................... $48,131,194
===========
</TABLE>
- --------
* Non-income producing security.
** An American Depository Receipt (ADR) is a certificate issued by a U.S. bank
representing the right to receive securities of the foreign issuer
described. The values of ADRs are significantly influenced by trading on
exchanges not located in the United States or Canada.

The accompanying notes are an integral part of these financial statements.

F-79
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

STRUCTURED PORTFOLIO SERVICE

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1996

<TABLE>
<CAPTION>
CONSERVATIVE MODERATE AGGRESSIVE
------------ ----------- -----------
<S> <C> <C> <C>
ASSETS
Investments in State Street
Bank and Trust Co.
collective investment
funds, at value:
Stable Asset Return Fund
(cost of $3,360,910 and
$3,262,309 and units of
3,360,910 and 3,262,309,
respectively)............ $ 3,360,910 $ 3,262,309 $ --
Intermediate Bond Fund
(cost of $3,738,952,
$9,395,751, and
$3,679,299, and units of
360,099, 898,802, and
352,135, respectively)..... 3,921,062 9,786,926 3,834,350
Value Equity Fund (cost of
$671,879, $3,100,676, and
$3,321,398 and units of
49,865, 228,180, and
243,810, respectively)... 784,213 3,588,540 3,834,350
Growth Equity Fund (cost
of $678,123, $3,142,579,
and $3,365,229 and units
of 2,817, 12,895, and
13,778, respectively).... 784,213 3,588,540 3,834,350
Index Equity Fund (cost of
$1,352,944, $6,545,266,
and $6,701,767 and units
of 92,991, 444,867, and
454,672, respectively)... 1,568,425 7,503,310 7,668,699
International Equity Fund
(cost of $706,160,
$4,432,437, and
$4,662,350 and units of
44,043, 274,828, and
287,127, respectively)... 784,213 4,893,463 5,112,466
Aggressive Equity Fund
(cost of $1,136,728 and
units of 31,161)......... -- -- 1,278,116
Receivable for fund units
sold..................... 2,293 35,243 105,008
----------- ----------- -----------
Total Assets............ 11,205,329 32,658,331 25,667,339
LIABILITIES
Payable for investments
purchased.................. 2,293 35,243 105,008
Accrued expenses............ 2,059 5,748 4,470
----------- ----------- -----------
Net assets (equivalent to
$11.46, $11.93 and $12.41
per unit based on 977,202,
2,733,228 and 2,060,096
units outstanding,
respectively).............. $11,200,977 $32,617,340 $25,557,861
=========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-80
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

STRUCTURED PORTFOLIO SERVICE

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
CONSERVATIVE MODERATE AGGRESSIVE
------------ ---------- ----------
<S> <C> <C> <C>
Investment income.......................... $ -- $ -- $ --
Service fees............................... 8,859 24,228 17,939
-------- ---------- ----------
Net investment loss........................ (8,859) (24,228) (17,939)
-------- ---------- ----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Net realized gain on investments......... 361,277 839,719 770,720
Change in net unrealized appreciation.... 517,590 2,209,625 2,216,922
-------- ---------- ----------
Net realized and unrealized gain
on investments........................ 878,867 3,049,344 2,987,642
-------- ---------- ----------
Net increase in net assets resulting
from operations....................... $870,008 $3,025,116 $2,969,703
======== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-81
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

STRUCTURED PORTFOLIO SERVICE

STATEMENT OF CHANGES IN NET ASSETS

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
CONSERVATIVE MODERATE AGGRESSIVE
------------ ----------- -----------
<S> <C> <C> <C>
FROM OPERATIONS
Net investment loss................... $ (8,859) $ (24,228) $ (17,939)
Net realized gain on investments...... 361,277 839,719 770,720
Net change in unrealized appreciation
on investments....................... 517,590 2,209,625 2,216,922
----------- ----------- -----------
Net increase in net assets resulting
from operations...................... 870,008 3,025,116 2,969,703
----------- ----------- -----------
FROM UNITHOLDER TRANSACTIONS
Proceeds from sales of units.......... 7,290,330 21,783,374 16,350,276
Cost of units redeemed................ (2,331,440) (4,570,137) (3,761,578)
----------- ----------- -----------
Net increase in net assets resulting
from unitholder transactions......... 4,958,890 17,213,237 12,588,698
----------- ----------- -----------
Net increase in net assets.......... 5,828,898 20,238,353 15,558,401
NET ASSETS
Beginning of year..................... 5,372,079 12,378,987 9,999,460
----------- ----------- -----------
End of year........................... $11,200,977 $32,617,340 $25,557,861
=========== =========== ===========
NUMBER OF UNITS
Outstanding--beginning of year........ 513,200 1,173,968 946,103
Sold................................ 679,535 1,965,891 1,429,208
Redeemed............................ (215,533) (406,631) (315,215)
----------- ----------- -----------
Outstanding--end of year.............. 977,202 2,733,228 2,060,096
=========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-82
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

STRUCTURED PORTFOLIO SERVICE

STATEMENT OF CHANGES IN NET ASSETS

FOR THE PERIOD SEPTEMBER 5, 1995 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31,
1995

<TABLE>
<CAPTION>
CONSERVATIVE MODERATE AGGRESSIVE
------------ ----------- ----------
<S> <C> <C> <C>
FROM OPERATIONS
Net investment loss.................... $ (848) $ (2,227) $ (2,066)
Net realized gain on investments....... 2,506 7,217 9,557
Net change in unrealized appreciation
on investments........................ 198,179 551,723 478,635
---------- ----------- ----------
Net increase in net assets resulting
from operations....................... 199,837 556,713 486,126
---------- ----------- ----------
FROM UNITHOLDER TRANSACTIONS
Proceeds from sales of units........... 5,230,320 12,053,677 9,649,106
Cost of units redeemed................. (58,078) (231,403) (135,772)
---------- ----------- ----------
Net increase in net assets resulting
from unitholder transactions.......... 5,172,242 11,822,274 9,513,334
---------- ----------- ----------
Net increase in net assets and net
assets at end of period............. $5,372,079 $12,378,987 $9,999,460
========== =========== ==========
NUMBER OF UNITS
Outstanding--beginning of period....... -- -- --
Sold................................. 518,912 1,196,925 959,121
Redeemed............................. (5,712) (22,957) (13,018)
---------- ----------- ----------
Outstanding--end of period............. 513,200 1,173,968 946,103
========== =========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-83
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

STRUCTURED PORTFOLIO SERVICE

SELECTED PER-UNIT DATA AND RATIOS

FOR THE YEAR ENDED DECEMBER 31, 1996

(For a unit outstanding throughout the year)*

<TABLE>
<CAPTION>
CONSERVATIVE MODERATE AGGRESSIVE
------------ -------- ----------
<S> <C> <C> <C>
Investment income............................ $ -- $ -- $ --
Expenses..................................... (.01) (.01) (.01)
------- ------- -------
Net investment loss.......................... (.01) (.01) (.01)
Net realized and unrealized gain on
investments................................. 1.00 1.40 1.85
------- ------- -------
Net increase................................. .99 1.39 1.84
Net asset value at beginning of year......... 10.47 10.54 10.57
------- ------- -------
Net asset value at end of year............... $ 11.46 $ 11.93 $ 12.41
======= ======= =======
Ratio of expenses to average net assets...... .10% .10% .10%
Ratio of net investment loss to average net
assets...................................... (.10%) (.10%) (.10%)
Portfolio turnover**......................... 34.18% 26.97% 27.95%
Total return................................. 9.46% 13.19% 17.41%
Net assets at end of year (in thousands)..... $11,201 $32,617 $25,558
</TABLE>
- --------
* Calculations prepared using the monthly average number of units outstanding
during the year.
** Reflects purchases and sales of units of the funds in which the Portfolios
invests rather than turnover of such underlying funds.

The accompanying notes are an integral part of these financial statements.

F-84
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

STRUCTURED PORTFOLIO SERVICE

SELECTED PER-UNIT DATA AND RATIOS

(For a unit outstanding throughout the year)*

<TABLE>
<CAPTION>
FOR THE PERIOD
SEPTEMBER 5, 1995
(COMMENCEMENT OF
OPERATIONS) TO
DECEMBER 31, 1995
----------------------------------
CONSERVATIVE MODERATE AGGRESSIVE
------------ -------- ----------
<S> <C> <C> <C>
Investment income............................ $ .001 $ .001 $ .001
Expenses..................................... (.003) (.003) (.003)
------ ------- ------
Net investment loss.......................... (.002) (.002) (.002)
Net realized and unrealized gain on invest-
ments....................................... .472 .542 .572
------ ------- ------
Net increase................................. .47 .54 .57
Net asset value at beginning of period....... 10.00 10.00 10.00
------ ------- ------
Net asset value at end of period............. $10.47 $ 10.54 $10.57
====== ======= ======
Ratio of expenses to average net assets**.... .09% .09% .09%
Ratio of net investment loss to average net
assets**.................................... (.06%) (.06%) (.06 %)
Portfolio turnover***........................ 2.53% 3.57% 2.71%
Total return................................. 4.7% 5.4% 5.7%
Net assets at end of period (in thousands)... $5,372 $12,379 $9,999
</TABLE>
- --------
* Calculations prepared using the monthly average number of units outstanding
during the period.
** Ratios annualized.
*** Reflects purchases and sales of units of the funds in which the Portfolios
invest rather than turnover of such underlying funds.

The accompanying notes are an integral part of these financial statements.

F-85
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF THE TRUST

American Bar Association Members/State Street Collective Trust (the "Trust")
was organized on August 8, 1991 under a Declaration of Trust, as amended and
restated on December 5, 1991 and as amended on July 31, 1995. The Trust is
maintained exclusively for the collective investment monies administered on
behalf of participants in the American Bar Association Members Retirement
Program. Eight separate collective investment Funds (the "Funds") and the
Structured Portfolio Service (the "Portfolios") are established under the
Trust. The Structured Portfolio Service offers three approaches to diversifying
investments by selecting various allocations among the Funds. The Funds and
Portfolios are investment options under the American Bar Association Members
Retirement Program (the "Program") which is sponsored by the American Bar
Retirement Association ("ABRA"). The objectives of the Funds and Portfolios are
as follows:

Aggressive Equity Fund--long term growth of capital through investment in
common stocks of small to medium sized companies believed to have strong
appreciation potential.

Balanced Fund--current income and long-term capital appreciation through
investment in common stocks, other equity-type securities and debt
securities.

Growth Equity Fund--long term growth of capital and some dividend income
through investment in common stocks and equity-type securities of large,
well established companies.

Stable Asset Return Fund ("SARF")--current income consistent with
preserving principal and maintaining liquidity through investment in high
quality money market instruments and investment contracts and funding
agreements of insurance companies, banks and financial institutions.
Currently invests in the State Street Bank ABA Members/Pooled Stable Asset
Fund Trust, a separate State Street Bank and Trust Company ("State Street
Bank" or the "Trustee") collective investment fund.

Index Equity Fund--replication of the total return of the Russell 3,000
Index. Currently invests in the State Street Bank Flagship S&P 500 Index
Fund and State Street Bank Russell Special Small Company Common Trust Fund,
separate State Street Bank collective investment funds.

Intermediate Bond Fund (commenced September 5, 1995)--total return from
current income and capital appreciation through investment in debt
securities. Currently invests in the PIMCO Total Return Fund and
MasterWorks Bond Index Fund (formerly Stagecoach Inc. Bond Index Fund),
registered investment companies.

International Equity Fund (commenced September 5, 1995)--long term growth
of capital through investment in common stocks and other equity securities
of established non-U.S. companies. Currently invests in the T. Rowe Price
International Stock Fund, a registered investment company.

Value Equity Fund (commenced September 5, 1995)--long term growth of
capital and dividend income through investment in common stocks, primarily
of large capitalization companies believed to be undervalued.

Structured Portfolio Service (commenced September 5, 1995)

Conservative--high current investment income and some capital
appreciation.

Moderate--high current investment income and greater capital
appreciation.

Aggressive--long term growth of capital and lower current investment
income.

Each Structured Portfolio Service achieves its objective through a pre-
determined investment allocation in the Funds. See Statement of Assets and
Liabilities for Fund allocation at December 31, 1996.

F-86
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Effective September 5, 1995, the Blended Rate Fund, a separate collective
investment fund established under the Trust, was merged into the Enhanced Short
Term Investment Fund ("ESTIF") and ESTIF's name was changed to SARF (see Note
7).

The Trust may offer and sell an unlimited number of units representing
interests in separate Funds and Portfolios of the Trust, each unit to be
offered and sold at the per unit net asset value of the corresponding Fund or
Portfolio.

State Street Bank serves as trustee of the Trust. On January 1, 1992, State
Street Bank assumed responsibility for administering and providing investment
options for the Program. State Street Bank is a trust company established under
the laws of The Commonwealth of Massachusetts and is a wholly-owned subsidiary
of State Street Boston Corporation, a Massachusetts corporation and a holding
company registered under the Federal Bank Holding Company Act of 1956, as
amended.

State Street Bank is responsible for certain recordkeeping and administrative
services required by the Program. In addition, State Street Bank provides
account and investment information to employers and participants, receives all
plan contributions, effects investment and transfer transactions and
distributes all benefits provided by the plans to the participants or, in the
case of some individually designed plans, to the trustees of such plans.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
policies are in accordance with generally accepted accounting principles and
provisions of the Trust agreement:

A. Security Valuation

Stable Asset Return Fund: It is the Trust's policy to attempt to maintain
a constant price of $1.00 per unit for SARF. SARF invests in a State Street
Bank collective investment fund whose investments include insurance
company, bank and financial institution investment contracts and short-term
investments. Consistent with this objective, the short-term portfolio
instruments of the collective investment fund are valued on the basis of
amortized cost which approximates fair value. Amortized cost involves
valuing an instrument initially at its cost and thereafter assuming a
constant amortization to maturity of any discount or premium, regardless of
the impact of fluctuating interest rates on the market value of the
instrument. The insurance company, bank and financial institution
investment contracts are maintained at contract value (cost plus accrued
interest) which approximates fair value. The values of investments in
collective investment funds are based on the net asset value of the
respective collective investment fund.

Other Funds: Stocks listed on national securities exchanges and certain
over-the-counter issues traded on the National Association of Securities
Dealers, Inc. automated quotation (NASDAQ) national market system are
valued at the last sale price, or, if no sale, at the latest available bid
price. Other unlisted stocks reported on the NASDAQ system are valued at
quoted bid prices.

Foreign securities not traded directly or in American Depository Receipt
(ADR) form in the United States are valued in the local currency at the
last sale price on the respective exchange. Foreign currency is converted
into its U.S. dollar equivalent at current exchange rates.

United States Treasury securities and other obligations issued or
guaranteed by the United States Government, its agencies or
instrumentalities are valued at representative quoted prices.

F-87
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Long-term publicly traded corporate bonds are valued at prices obtained
from a bond pricing service of a major dealer in bonds when such prices are
available. If not valued by a pricing service, such securities are valued
at prices obtained from independent brokers. Convertible bonds and unlisted
convertible preferred stocks are valued at bid prices obtained from one or
more major dealers in such securities; where there is a discrepancy between
dealers, values may be adjusted based on recent discount spreads to the
underlying common stock.

Investments with prices that cannot be readily obtained, if any, are
carried at fair value as determined in good faith under consistently
applied procedures established by and under the supervision of the Trustee.

The values of investments in collective investment funds and registered
investment companies are based on the net asset value of the respective
collective investment fund or registered investment company.

B. Security Transactions and Related Investment Income

Security transactions are accounted for on the trade date (date the order
to buy or sell is executed). Interest income is recorded on the accrual
basis. Dividend income is recorded on the ex-dividend date. Interest income
is increased by accretion of discount and reduced by amortization of
premium. Realized gains and losses are reported on the basis of identified
cost of securities delivered.

A Fund's portfolio of investments may include securities purchased on a
when issued basis, which may be settled in the month after the issue date.
Interest income is not accrued until the settlement date.

C. Income Taxes

State Street Bank, on behalf of the Trust, has received a favorable
determination letter dated March 9, 1992, from the Internal Revenue Service
which concluded that the Trust is a trust arrangement described in Rev.
Rul. 81-100, 1981, C.B. 326 and exempt from federal income tax pursuant to
Section 501(a) of the Internal Revenue Code. Accordingly, no provision for
Federal income taxes is required.

D. Distributions to Participants

Stable Asset Return Fund: As of the close of business on each daily
valuation date, all net investment income is allocated among the
unitholders in proportion to the number of units held by each unitholder in
the fund and is reinvested on behalf of each such unitholder in new units.

All Other Funds: Pursuant to the Declaration of Trust, the funds are not
required to distribute their net investment income or gains from the sale
of portfolio investments.

E. Sales and Redemptions of Units of Participation

The units offered represent interests in the Funds and Portfolios
established under the Trust. The Trust may offer and sell an unlimited
number of registered units, each unit to be offered and sold at the
respective Fund's and Portfolio's net asset value.

F. Use of 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 and disclosures in the
financial statements. Actual results could differ from those estimates.

F-88
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. INVESTMENT ADVISORY, INVESTMENT MANAGEMENT AND RELATED PARTY TRANSACTIONS

State Street Bank has retained the services of Capital Guardian Trust
Company, a wholly-owned subsidiary of The Capital Group Companies, Inc.,
Columbus Circle Investors, a division of PIMCO Advisors, L.P., RCM Capital
Management, a limited liability company, is a wholly owned subsidiary of
Dresdner Bank, A.G., Sit Investment Associates, Inc., Miller, Anderson &
Sherrerd, LLP, a wholly owned subsidiary of Morgan Stanley Asset Management
Holdings, Inc., Lincoln Capital Management Company, and Sanford C. Bernstein &
Co., Inc. to advise it with respect to its investment responsibility and has
allocated the assets of certain of the Funds among the investment advisors.
Each investment advisor recommends to State Street Bank investments and
reinvestments of the assets allocated to it in accordance with the investment
policies of the respective Fund as described above. State Street Bank exercises
discretion with respect to the selection and retention of the investment
advisors and may remove, upon consultation with ABRA, an investment advisor at
any time.

A fee is paid to each investment advisor for certain of the funds based on
the value of the assets allocated to that investment advisor and the respective
breakpoints agreed to in the contract. These fees are accrued on a daily basis
and paid monthly from the assets. Fee rate ranges based on the respective
breakpoints are as follows:

<TABLE>
<CAPTION>
INVESTMENT ADVISOR FEE RATE RANGE
------------------ ---------------
<S> <C> <C>
Capital Guardian Trust Company (Growth Equity and
Aggressive Equity)....................................... .225% to .50%
Columbus Circle Investors (Growth Equity)................. .30% to .50%
RCM Capital Management (Growth Equity).................... .25% to .70%
Sit Investment Associates (Aggressive Equity)............. .60% to 1.00%
Miller, Anderson & Sherrerd, LLP (Balanced)............... .20% to .60%
Lincoln Capital Management Company (Balanced)............. .15% to .4675%
Sanford C. Bernstein & Co., Inc. (Value Equity)........... .15% to .50%
</TABLE>

A program fee ("Program Fee") is paid to State Street Bank and ABRA based on
the value of Program assets. This fee is accrued on a daily basis and paid
monthly from the assets of the Funds based on the following annual rates:

<TABLE>
<CAPTION>
RATE FOR RATE FOR
STATE STREET BANK ABRA
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
VALUE OF PROGRAM ASSETS 1996 1996
----------------------- ----------------- ------------
<S> <C> <C>
First $500 million......................... .564% .075%
Next $850 million.......................... .40% .065%
Next $1.15 billion......................... .25% .035%
Next $1.5 billion.......................... .175% .025%
Over $4.0 billion.......................... .15% .015%
</TABLE>

State Street Bank and ABRA received Program fees of $7,601,931 and $1,115,812
for the year ended December 31, 1996, respectively.

F-89
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

A fee is paid to State Street Bank for its trustee, management and
administration of the assets in the Funds. This fee is accrued on a daily basis
and paid monthly from the assets of the Funds at the following annual rates:

<TABLE>
<CAPTION>
VALUE OF ASSETS IN BALANCED, VALUE EQUITY, GROWTH EQUITY,
AGGRESSIVE EQUITY AND INTERNATIONAL EQUITY FUNDS RATE
--------------------------------------------------------- ----
<S> <C>
First $500 million................................................. .10%
Next $500 million.................................................. .075%
Over $1 billion.................................................... .05%
<CAPTION>
VALUE OF ASSETS IN INDEX EQUITY FUND RATE
------------------------------------ ----
<S> <C>
First $50 million.................................................. .20%
Over $50 million................................................... .13%
<CAPTION>
VALUE OF ASSETS IN STABLE ASSET RETURN FUND* RATE
-------------------------------------------- ----
<S> <C>
First $750 million................................................. .20%
Next $250 million.................................................. .10%
Over $1.0 billion.................................................. .075%
<CAPTION>
VALUE OF ASSETS IN INTERMEDIATE BOND FUND RATE
----------------------------------------- ----
<S> <C>
First $500 million................................................. .10%
Next $500 million.................................................. .075%
Over $1.0 billion.................................................. .05%
</TABLE>
- --------
* For the purpose of determining the management fees charged to assets
invested in the Stable Asset Return Fund and administrative fees charged to
assets invested in Insurance Investment Contracts (an investment option of
the Program not included in the Trust), the amount of the assets held in
these two investment options is aggregated.

State Street Bank received trustee, management and administration fees which
aggregated $2,406,804 for the year ended December 31, 1996.

Assets allocated to the Portfolios are not subject to any fees except an
annual service fee of .10% for the first $100 million and .05% over $100
million. State Street Bank received Portfolio service fees of $51,026 for the
year ended December 31, 1996.

4. PURCHASES AND SALES OF SECURITIES

The aggregate cost of purchases and proceeds from sales of securities
excluding U.S. Government and short-term investments were as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1996
-------------------------
PURCHASES SALES
------------ ------------
<S> <C> <C>
Aggressive Equity Fund........................... $128,239,961 $119,409,361
Growth Equity Fund............................... 457,533,598 439,101,311
Balanced Fund.................................... 102,283,264 119,362,075
Stable Asset Return Fund......................... 136,505,106 133,313,248
Index Equity Fund................................ 34,284,546 11,559,734
Value Equity Fund................................ 25,312,526 5,887,699
International Equity Fund........................ 37,252,756 17,056,338
Intermediate Bond Fund........................... 24,692,772 9,959,670
Conservative Structured Portfolio Service........ 8,088,116 3,032,313
Moderate Structured Portfolio Service............ 24,141,842 6,550,390
Aggressive Structured Portfolio Service.......... 17,596,247 5,014,474
</TABLE>

F-90
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
The aggregate cost of purchases and proceeds from sales of U.S. Government
securities were as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1996
-------------------------
PURCHASES SALES
------------ ------------
<S> <C> <C>
Balanced Fund.................................... $424,694,317 $389,535,344
Value Equity Fund................................ 1,371,119 --
Growth Equity Fund............................... 730,905 3,707,083
</TABLE>

5. ORGANIZATIONAL EXPENSES

Expenses incurred in connection with the organization of the original funds
(Balanced, Aggressive, SARF and Growth) (the "Original Funds") in 1991 included
state and federal securities registration fees, legal and accounting fees and
expenses, and printing costs. These expenses were borne equally by the Original
Funds, capitalized by each Original Fund and amortized over a period of 60
months on a straight line basis. On May 15, 1996 ABRA reimbursed the Original
Funds for the remaining unamortized portion of the organization costs.
Organization costs reimbursed were $39,802, $35,366, $61,360, and $60,987 for
the Balanced, Aggressive, SARF and Growth Funds, respectively.

Expenses incurred in connection with the addition of new Funds and Portfolios
and the reorganization of the Program in 1995 included state and federal
securities registration fees, legal and accounting fees and expenses and
printing costs. These expenses were allocated to the Funds based on net asset
value, capitalized by each Fund and amortized over a period of 36 months on a
straight line basis. Organizational costs are reallocated on a quarterly basis
between Funds based on net asset value. There were no organizational expenses
allocated to the Portfolios.

If a Fund should terminate prior to the full amortization of its
organizational expenses, the amount per unit that will be realized by investors
upon the liquidation of the Fund may be less than the per unit net asset value
of the Fund at the time of liquidation. The unamortized portion of the
organizational expenses will be charged as an expense of the Fund in the event
of termination.

6. GEOGRAPHIC AND INDUSTRY CONCENTRATION

Certain Funds maintain investments in ADRs which involve special risks. These
securities may be subject to foreign government taxes that reduce their
attractiveness. Other risks of investing in such securities include political
or economic instability in the country involved, the difficulty of predicting
international trade patterns and the possibility of the imposition of exchange
controls. Foreign issuers generally are not subject to uniform accounting,
auditing and financial reporting standards comparable to those applicable to
domestic issuers. There is generally less regulation of stock exchanges,
brokers, banks and companies abroad than in the United States. With respect to
certain foreign countries, there is a possibility of expropriation or
diplomatic developments which could adversely affect investment in these
countries. ADRs do not lessen the risk of investing in foreign issuers;
however, by investing in ADRs rather than directly in foreign issuers' stock,
the Funds will avoid currency risks during the settlement period for purchases
or sales. In addition, the domestic market for ADRs may be more liquid than the
foreign market for the underlying securities.

A significant portion of the Aggressive Equity Fund's investments are in
securities of small to medium-sized companies, which typically have greater
market and financial risk than larger, more

F-91
<PAGE>

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
diversified companies. These companies are often dependent on one or two
products in rapidly changing industries and may be more vulnerable to
competition from larger companies with greater resources and to economic
conditions that affect their market sector.

SARF invests in a collective investment fund that maintains investments in
contracts issued by insurance companies. The issuing institution's ability to
meet its contractual obligations under the respective contracts may be affected
by future economic and regulatory developments in the insurance industry.

7. ACQUISITION OF BLENDED RATE FUND

On September 5, 1995, SARF acquired all of the net assets of the Blended Rate
Fund. The acquisition was accomplished by an exchange of 222,343,776 units of
SARF (valued at $1.00/unit) for the 222,343,776 units of Blended Rate Fund
outstanding on September 5, 1995. The Blended Rate Fund's net assets at that
date ($222,343,776) were combined with those of SARF. The aggregate net assets
of SARF and the Blended Rate Fund immediately before the acquisition were
$498,717,192 and $222,343,776, respectively. Immediately after the acquisition,
the aggregate net assets of SARF were $721,060,968.

F-92
<PAGE>

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses in connection with the issuance and distribution of the
securities being registered are set forth in the following table (all amounts
except the registration fee are estimated):

<TABLE>
<S> <C>
Registration fee.................................................. $ 303,031
Accountant's fees and expenses.................................... *
Legal fees and expenses........................................... *
Printing expenses................................................. *
Blue Sky fees and expenses........................................ *
Miscellaneous..................................................... *
---------
Total........................................................... *
=========
</TABLE>
- --------
* To be completed by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

State Street's By-Laws provide that State Street shall indemnify each person
who is or was a director, officer, employee or other agent of State Street
against all liabilities, costs and expenses, including but not limited to
amounts paid in satisfaction of judgments, in settlement or as fines and
penalties, and counsel fees and disbursements reasonably incurred by such
persons in connection with the defense or disposition of or otherwise in
connection with or resulting from any action, suit or other proceeding, whether
civil, criminal, administrative or investigative, before any court or
administrative or legislative or investigative body, in which such person may
be or may have been involved as a party or otherwise or with which such person
may be or may have been threatened, while in office or thereafter, by reason of
being or having been such a director, officer, employee, agent or trustee, or
by reason of any action taken or not taken in any such capacity, except with
respect to any matter as to which such person shall have been finally
adjudicated by a court of competent jurisdiction not to have acted in good
faith in the reasonable belief that such action was in the best interests of
State Street.

State Street Boston Corporation, the parent company of State Street, carries
director and officer liability insurance that protects directors and officers
from losses arising out of actual or alleged negligence or imprudent acts or
omissions while they are directing or managing the affairs of State Street
Boston Corporation.

State Street Boston Corporation also carries bankers professional liability
insurance which protects State Street and State Street Boston Corporation
against losses resulting from actual or alleged wrongful acts committed in
connection with rendering a professional service.

Each of the Investment Advisor Agreements between State Street and the
Investment Advisors provides that to the extent permitted by applicable law,
the Investment Advisor agrees to indemnify and hold harmless State Street for
any losses, damages or expenses resulting from (1) any recommendation of the
Investment Advisor or based on information provided by the Investment Advisor,
(2) the Investment Advisor's failure to provide correct and timely information
or to make recommendations on a timely basis as provided in the applicable
Agreement and (3) any disclosure relating to the Investment Advisor or the
services provided by the Investment Advisor with respect to a Fund which the
Investment Advisor has prepared, approved in writing or has not disapproved
within five (5) business days following transmission to a person designated by
the Investment Advisor to review such disclosure; provided, however, that the
Investment Advisor shall not be required to indemnify and hold harmless State
Street to the extent that such losses, damages or expenses result from an act
or omission of the Investment Advisor with respect to which the Investment
Advisor not only has used such care, skill, prudence and diligence as a
reasonably prudent person acting in like

II-1
<PAGE>

capacity and familiar with such matters would use in the conduct of an
enterprise of like character and with like aims, but also has otherwise acted
in accordance with the Investment Advisor Agreement.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since April 1995, the Collective Trust has issued an aggregate of
$393,447,595 of unregistered Units. Such Units were offered and sold in
reliance upon the exemption from registration under Rule 180 promulgated under
the Securities Act relating to exemption from registration of interests and
participations issued in connection with certain H.R. 10 plans.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
<C> <S>
3.1 American Bar Association Members/State Street Collective
Trust, Declaration of Trust by State Street Bank and Trust
Company, amended and restated December 5, 1991, with
Exhibits 1-5 attached thereto, included as Exhibit 3.1 to
Registrant's Form S-1 Registration Statement No. 33-50080
and incorporated herein by reference thereto.
3.2 American Bar Association Members/State Street Collective
Trust, Amendment to Declaration of Trust by State Street
Bank and Trust Company dated July 31, 1995, with Exhibits 1-
9 attached thereto, included as Exhibit 3.2 to Registrants
Form S-1 Registration Statement No. 33-92120 and
incorporated herein by reference thereto.
3.3 American Bar Association Members/State Street Collective
Trust, Amended and Restated Fund Declarations dated as of
April 12, 1996 for each of the Aggressive Equity Fund, the
Balanced Fund, the Growth Equity Fund, the Index Equity
Fund, the Intermediate Bond Fund, the International Equity
Fund and the Value Equity Fund, included as Exhibit 3.3 to
Registrants Form S-1 Registration Statement No. 33-92120 and
incorporated herein by reference thereto.
3.4* American Bar Association Members/State Street Collective
Trust, Amended and Restated Fund Declaration, dated as of
April , 1997 for the Stable Asset Return Fund.
4.1 American Bar Association Members/State Street Collective
Trust, Fund Declaration for each Fund and the Structured
Portfolio Service, included in Exhibits No. 3.1, 3.2 or 3.3.
5.1* Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
regarding the legality of the Units registered.
5.2* Opinion of Goodwin, Procter & Hoar LLP regarding matters of
Massachusetts law.
10.1 Trust Agreement of the American Bar Association Members
Retirement Trust, amended and restated as of January 1,
1992, by and between the American Bar Retirement Association
and State Street Bank and Trust Company, included as Exhibit
10.1 to Registrant's Form 10-K for the year ended December
31, 1991 and incorporated herein by reference thereto.
10.2 Trust Agreement of the American Bar Association Members
Pooled Trust for Retirement Plans, amended and restated as
of January 1, 1992, by and between the American Bar
Retirement Association and State Street Bank and Trust
Company, included as Exhibit 10.2 to Registrant's Form 10-K
for the year ended December 31, 1991 and incorporated herein
by reference thereto.
10.3 Amendment to the American Bar Association Members Retirement
Trust dated July 31, 1995 by and between the American Bar
Retirement Association and State Street Bank and Trust
Company, included as Exhibit 10.3 to Registrants Form S-1
Registration Statement No. 33-92120 and incorporated herein
by reference thereto.
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
<C> <S>
10.4 Amendment to the American Bar Association Members Pooled
Trust for Retirement Plans dated July 31, 1995 by and
between the American Bar Retirement Association and State
Street Bank and Trust Company, included as Exhibit 10.4 to
Registrants Form S-1 Registration Statement No. 33-92120 and
incorporated herein by reference thereto.
10.5 American Bar Association Members Retirement Plan--Basic Plan
Document No. 01 and related participation agreements, as
approved by the Internal Revenue Service on February 26,
1992, included as Exhibit 10.3 to Registrant's Form S-1
Registration Statement No. 33-50080 and incorporated herein
by reference thereto.
10.6 American Bar Association Members Defined Benefit Pension
Plan--Basic Plan Document No. 02 and related participation
agreements, included as Exhibit 10.4 to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on
Form S-1 No. 33-42274 and incorporated herein by reference
thereto.
10.7 Administrative and Investment Services Agreement effective
January 1, 1992, between State Street Bank and Trust Company
and the American Bar Retirement Association, included as
Exhibit 10.5 to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form S-1 No. 33-42274
and incorporated herein by reference thereto.
10.8 Amendment No. 1 to Administrative and Investment Services
Agreement effective January 1, 1992 by and between State
Street Bank and Trust Company and the American Bar
Retirement Association, included as Exhibit 10.6 to
Registrant's Form S-1 Registration Statement No. 33-50080
and incorporated herein by reference thereto.
10.9 Amendment No. 2 to Administrative and Investment Services
Agreement dated July 31, 1995 by and between State Street
Bank and Trust Company and the American Bar Association
Retirement Association, included as Exhibit 10.9 to
Registrants Form S-1 Registration Statement No. 33-92120 and
incorporated herein by reference thereto.
10.10 Investment Advisor Agreement effective as of January 1, 1992
by and between State Street Bank and Trust Company and
Capital Guardian Trust Company relating to the Growth Equity
Fund, included as Exhibit 10.6 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference thereto.
10.11 Investment Advisor Agreement effective as of January 1, 1992
by and between State Street Bank and Trust Company and RCM
Capital Management relating to the Growth Equity Fund,
included as Exhibit 10.8 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference thereto.
10.12 Investment Advisor Agreement effective as of January 1, 1992
by and between State Street Bank and Trust Company and
Capital Guardian Trust Company relating to the Aggressive
Equity Fund, included as Exhibit 10.9 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference thereto.
10.13 Investment Advisor Agreement effective as of January 1, 1992
by and between State Street Bank and Trust Company and Sit
Investment Associates, Inc. relating to the Aggressive
Equity Fund, included as Exhibit 10.10 to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1991 and incorporated herein by reference thereto.
10.14 Investment Advisor Agreement effective as of October 1, 1992
by and between State Street Bank and Trust Company and
Miller, Anderson & Sherrerd relating to the Balanced Fund,
included as Exhibit 10.13 to Registrant's Form S-1
Registration Statement No. 33-50080 and incorporated herein
by reference thereto.
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
<C> <S>
10.15 Investment Advisor Agreement effective as of November 1,
1992 by and between State Street Bank and Trust Company and
Lincoln Capital Management Company relating to the Balanced
Fund, included as Exhibit 10.14 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference thereto.
10.16 Investment Advisor Agreement effective as of August 1, 1993
by and between State Street Bank and Trust Company and
Columbus Circle Investors relating to the Growth Equity
Fund, included as Exhibit 10.15 to Registrant's Form S-1
Registration Statement No. 33-68730 and incorporated herein
by reference thereto.
10.17 Investment Advisor Agreement dated July 31, 1995 by and
between State Street Bank and Trust Company and Sanford
Bernstein & Co. Inc. relating to the Value Equity Fund,
included as Exhibit 10.17 to Registrants Form S-1
Registration Statement No. 33-92120 and incorporated herein
by reference thereto.
10.18 Plan of Merger effective as of September 5, 1995 merging
Blended Rate Fund with and into Enhanced Short Term
Investment Fund, included as Exhibit 10.18 to Registrants
Form S-1 Registration Statement No. 33-92120 and
incorporated herein by reference thereto.
23.1* Consent of Paul, Weiss, Rifkind, Wharton & Garrison,
included in the opinion filed as Exhibit 5.1.
23.2* Consent of Goodwin, Procter & Hoar LLP, included in the
opinion filed as Exhibit 5.2.
23.3 Consent of Price Waterhouse.
24.1 Power of Attorney.
27.1 Financial Data Schedule.
</TABLE>
- --------
* To be filed by amendment.

(b) Financial Statement Schedules and Related Reports

A Schedule of Investments for each of the Aggressive Equity Fund, the
Balanced Fund, the Growth Equity Fund and the Value Equity Fund is filed as
part of this Registration Statement. See "Index to Financial Statements."

All other schedules and reports are omitted because they are not applicable
or not required, or because the information required, therein is included in
the financial statements or the notes thereto.

II-4
<PAGE>

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

The Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospecctus filed by the Company pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be a part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-5
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF BOSTON, COMMONWEALTH OF
MASSACHUSETTS, ON MARCH 18, 1997.

AMERICAN BAR ASSOCIATION MEMBERS/
STATE STREET COLLECTIVE TRUST

/s/ James S. Phalen
By: _________________________________
Name: James S. Phalen
Title: President and Chief
Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.

SIGNATURE TITLE DATE

/s/ James S. Phalen President and Chief March 18, 1997
- ------------------------------------- Executive Officer
JAMES S. PHALEN of the American Bar
Association
Members/State
Street Collective
Trust (Principal
Executive Officer)

/s/ Nancy P. Antin Vice President and March 18, 1997
- ------------------------------------- Chief Financial
NANCY P. ANTIN Officer of the
American Bar
Association
Members/State
Street Collective
Trust (Principal
Financial Officer)

/s/ Susan C. Daniels Treasurer and Chief March 18, 1997
- ------------------------------------- Accounting Officer
SUSAN C. DANIELS of the American Bar
Association
Members/State
Street Collective
Trust (Principal
Accounting Officer)

II-6
<PAGE>

SIGNATURE TITLE DATE

* Chairman and Chief March 18, 1997
- ------------------------------------- Executive Officer
MARSHALL N. CARTER of State Street
Bank and Trust
Company

* Director, President March 18, 1997
- ------------------------------------- and Chief Operating
DAVID A. SPINA Officer of State
Street Bank and
Trust Company

* Director of State March 18, 1997
- ------------------------------------- Street Bank and
TENLEY E. ALBRIGHT Trust Company

* Director of State March 18, 1997
- ------------------------------------- Street Bank and
JOSEPH A. BAUTE, JR. Trust Company

* Director of State March 18, 1997
- ------------------------------------- Street Bank and
I. MACALLISTER BOOTH Trust Company

Director of State
- ------------------------------------- Street Bank and
JAMES I. CASH, JR. Trust Company

* Director of State March 18, 1997
- ------------------------------------- Street Bank and
TRUMAN S. CASNER Trust Company

* Director of State March 18, 1997
- ------------------------------------- Street Bank and
NADER F. DAREHSHORI Trust Company

II-7
<PAGE>

SIGNATURE TITLE DATE

* Director of State March 18, 1997
- ------------------------------------- Street Bank and
ARTHUR L. GOLDSTEIN Trust Company

* Director of State March 18, 1997
- ------------------------------------- Street Bank and
CHARLES F. KAYE Trust Company

* Director of State March 18, 1997
- ------------------------------------- Street Bank and
JOHN M. KUCHARSKI Trust Company

* Director of State March 18, 1997
- ------------------------------------- Street Bank and
CHARLES R. LAMANTIA Trust Company

Director of State
- ------------------------------------- Street Bank and
DAVID B. PERINI Trust Company

* Director of State March 18, 1997
- ------------------------------------- Street Bank and
DENNIS J. PICARD Trust Company

/s/ Nicholas P. Lopardo
*By _________________________________
NAME: NICHOLAS A. LOPARDO
ATTORNEY-IN-FACT

/s/ John R. Towers
*By _________________________________
NAME: JOHN R. TOWERS
ATTORNEY-IN-FACT

II-8
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
<C> <S>
10.6 American Bar Association Members Defined Benefit Pension
Plan--Basic Plan Document No. 02 and related participation
agreements, included as Exhibit 10.4 to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on
Form S-1 No. 33-42274 and incorporated herein by reference
thereto.
10.7 Administrative and Investment Services Agreement effective
January 1, 1992, between State Street Bank and Trust Company
and the American Bar Retirement Association, included as
Exhibit 10.5 to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form S-1 No. 33-42274
and incorporated herein by reference thereto.
10.8 Amendment No. 1 to Administrative and Investment Services
Agreement effective January 1, 1992 by and between State
Street Bank and Trust Company and the American Bar
Retirement Association, included as Exhibit 10.6 to
Registrant's Form S-1 Registration Statement No. 33-50080
and incorporated herein by reference thereto.
10.9 Amendment No. 2 to Administrative and Investment Services
Agreement dated July 31, 1995 by and between State Street
Bank and Trust Company and the American Bar Association
Retirement Association, included as Exhibit 10.9 to
Registrants Form S-1 Registration Statement No. 33-92120 and
incorporated herein by reference thereto.
10.10 Investment Advisor Agreement effective as of January 1, 1992
by and between State Street Bank and Trust Company and
Capital Guardian Trust Company relating to the Growth Equity
Fund, included as Exhibit 10.6 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference thereto.
10.11 Investment Advisor Agreement effective as of January 1, 1992
by and between State Street Bank and Trust Company and RCM
Capital Management relating to the Growth Equity Fund,
included as Exhibit 10.8 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference thereto.
10.12 Investment Advisor Agreement effective as of January 1, 1992
by and between State Street Bank and Trust Company and
Capital Guardian Trust Company relating to the Aggressive
Equity Fund, included as Exhibit 10.9 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference thereto.
10.13 Investment Advisor Agreement effective as of January 1, 1992
by and between State Street Bank and Trust Company and Sit
Investment Associates, Inc. relating to the Aggressive
Equity Fund, included as Exhibit 10.10 to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1991 and incorporated herein by reference thereto.
10.14 Investment Advisor Agreement effective as of October 1, 1992
by and between State Street Bank and Trust Company and
Miller, Anderson & Sherrerd relating to the Balanced Fund,
included as Exhibit 10.13 to Registrant's Form S-1
Registration Statement No. 33-50080 and incorporated herein
by reference thereto.
10.15 Investment Advisor Agreement effective as of November 1,
1992 by and between State Street Bank and Trust Company and
Lincoln Capital Management Company relating to the Balanced
Fund, included as Exhibit 10.14 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference thereto.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
<C> <S>
10.16 Investment Advisor Agreement effective as of August 1, 1993
by and between State Street Bank and Trust Company and
Columbus Circle Investors relating to the Growth Equity
Fund, included as Exhibit 10.15 to Registrant's Form S-1
Registration Statement No. 33-68730 and incorporated herein
by reference thereto.
10.17 Investment Advisor Agreement dated July 31, 1995 by and
between State Street Bank and Trust Company and Sanford
Bernstein & Co. Inc. relating to the Value Equity Fund,
included as Exhibit 10.17 to Registrants Form S-1
Registration Statement No. 33-92120 and incorporated herein
by reference thereto.
10.18 Plan of Merger effective as of September 5, 1995 merging
Blended Rate Fund with and into Enhanced Short Term
Investment Fund, included as Exhibit 10.18 to Registrants
Form S-1 Registration Statement No. 33-92120 and
incorporated herein by reference thereto.
23.1* Consent of Paul, Weiss, Rifkind, Wharton & Garrison,
included in the opinion filed as Exhibit 5.1.
23.2* Consent of Goodwin, Procter & Hoar LLP, included in the
opinion filed as Exhibit 5.2.
23.3 Consent of Price Waterhouse.
24.1 Power of Attorney.
27.1 Financial Data Schedule.
</TABLE>
- --------
* To be filed by amendment.

(b) Financial Statement Schedules and Related Reports

All other schedules and reports are omitted because they are not applicable
or not required, or because the information required, therein is included in
the financial statements or the notes thereto.

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated March 13, 1997, relating
to the financial statements and selected per-unit data and ratios of Aggressive
Equity Fund, Balanced Fund, Growth Equity Fund, Stable Asset Return Fund, Index
Equity Fund, Intermediate Bond Fund, International Equity Fund, Value Equity
Fund, Conservative Structured Portfolio Service, Moderate Structured Portfolio
Service and Aggressive Structured Portfolio Service, each a fund or portfolio
of the American Bar Association Members/State Street Collective Trust, which
appear in such Prospectus. We also consent to the reference to us under the
headings "Selected Financial Data" and "Experts" in such Prospectus.

/s/ PRICE WATERHOUSE LLP
Boston, Massachusetts
March 19, 1997

<PAGE>

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS THAT we, the undersigned officers and Directors
of State Street Bank and Trust Company, hereby appoint Marshall N. Carter,
David A. Spina, Nicholas A. Lopardo and John R. Towers, and each of them as
attorneys and agents for the undersigned with full power to them, and any two
of them acting together, for and in the name, place and stead of the
undersigned, until revoked in writing, to sign and file with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), the Registration Statement (the "Registration
Statement") of the American Bar Association Members/State Street Collective
Trust (the "Collective Trust"), and any and all amendments (including post-
effective amendments), applications, instruments and other documents to be
filed with the Commission pertaining to the Registration Statement, and
generally with full power and authority to do and perform any and all such acts
and things whatsoever requisite or desirable in the names and in the capacities
of the undersigned as officers and Directors to enable State Street Bank and
Trust Company and the Collective Trust to comply with the provisions of the
Securities Act. This Power of Attorney may be executed in any number of
counterparts, all of which together shall constitute one and the same document.

Witness our hands on the dates set forth below:

SIGNATURE TITLE DATE

/s/ Marshall N. Carter Chairman and Chief February 20,
- ------------------------------------- Executive Officer 1997
MARSHALL N. CARTER of State Street
Bank and Trust
Company

/s/ David A. Spina Director, President February 20,
- ------------------------------------- and Chief Operating 1997
DAVID A. SPINA Officer of State
Street Bank and
Trust Company

/s/ Tenley E. Albright Director of State February 20,
- ------------------------------------- Street Bank and 1997
TENLEY E. ALBRIGHT Trust Company

/s/ Joseph A. Baute, Jr. Director of State February 20,
- ------------------------------------- Street Bank and 1997
JOSEPH A. BAUTE, JR. Trust Company
<PAGE>

SIGNATURE TITLE DATE

/s/ I. MacAllister Booth Director of State February 20,
- ------------------------------------ Street Bank and 1997
I. MACALLISTER BOOTH Trust Company

Director of State
- ------------------------------------ Street Bank and
JAMES I. CASH, JR. Trust Company

/s/ Truman S. Casner Director of State February 20,
- ------------------------------------ Street Bank and 1997
TRUMAN S. CASNER Trust Company

/s/ Nader F. Darehshori Director of State February 20,
- ------------------------------------ Street Bank and 1997
NADER F. DAREHSHORI Trust Company

/s/ Arthur L. Goldstein Director of State February 20,
- ------------------------------------ Street Bank and 1997
ARTHUR L. GOLDSTEIN Trust Company

/s/ Charles F. Kaye Director of State February 20,
- ------------------------------------ Street Bank and 1997
CHARLES F. KAYE Trust Company

/s/ John M. Kucharski Director of State February 20,
- ------------------------------------ Street Bank and 1997
JOHN M. KUCHARSKI Trust Company

/s/ Charles R. LaMantia Director of State February 20,
- ------------------------------------ Street Bank and 1997
CHARLES R. LAMANTIA Trust Company

Director of State
- ------------------------------------ Street Bank and
DAVID B. PERINI Trust Company

/s/ Dennis J. Picard Director of State February 20,
- ------------------------------------ Street Bank and 1997
DENNIS J. PICARD Trust Company

<PAGE>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Assets and Liabilities, the Statement of Operations, the Statement
of Changes in Net Assets and the Per Unit Data and Ratios contained in the
financial statements of the fund to which this schedule relates and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000878375
<NAME> AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE
TRUST
<SERIES>
<NUMBER> 1
<NAME> AGGRESSIVE EQUITY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 210,446,953
<INVESTMENTS-AT-VALUE> 276,817,407
<RECEIVABLES> 916,030
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 130,656
<TOTAL-ASSETS> 277,864,093
<PAYABLE-FOR-SECURITIES> 1,483,352
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 465,273
<TOTAL-LIABILITIES> 1,948,625
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 275,915,468
<DIVIDEND-INCOME> 1,506,725
<INTEREST-INCOME> 900,043
<OTHER-INCOME> 0
<EXPENSES-NET> 2,567,232
<NET-INVESTMENT-INCOME> (160,464)
<REALIZED-GAINS-CURRENT> 24,233,418
<APPREC-INCREASE-CURRENT> 24,880,200
<NET-CHANGE-FROM-OPS> 48,953,154
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 937,668
<NUMBER-OF-SHARES-REDEEMED> (600,524)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 61,376,758
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 33.57
<PER-SHARE-NII> (0.03)
<PER-SHARE-GAIN-APPREC> 7.47
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 41.01
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 272,594,728
<INVESTMENTS-AT-VALUE> 315,074,250
<RECEIVABLES> 5,586,411
<ASSETS-OTHER> 30,377
<OTHER-ITEMS-ASSETS> 171,473
<TOTAL-ASSETS> 320,862,511
<PAYABLE-FOR-SECURITIES> 25,098,449
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 362,730
<TOTAL-LIABILITIES> 25,461,179
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 295,401,332
<DIVIDEND-INCOME> 3,175,652
<INTEREST-INCOME> 7,485,491
<OTHER-INCOME> 0
<EXPENSES-NET> 2,685,882
<NET-INVESTMENT-INCOME> 7,987,421
<REALIZED-GAINS-CURRENT> 24,233,418
<APPREC-INCREASE-CURRENT> 5,122,866
<NET-CHANGE-FROM-OPS> 39,125,448
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 584,936
<NUMBER-OF-SHARES-REDEEMED> (812,851)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 30,875,114
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 32.01
<PER-SHARE-NII> .97
<PER-SHARE-GAIN-APPREC> 3.78
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 36.76
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 564,888,296
<INVESTMENTS-AT-VALUE> 752,791,114
<RECEIVABLES> 2,346,533
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 779,608
<TOTAL-ASSETS> 755,917,255
<PAYABLE-FOR-SECURITIES> 2,278,350
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 840,856
<TOTAL-LIABILITIES> 3,119,206
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 752,798,049
<DIVIDEND-INCOME> 12,437,990
<INTEREST-INCOME> 1,590,969
<OTHER-INCOME> 0
<EXPENSES-NET> 6,143,718
<NET-INVESTMENT-INCOME> 7,885,241
<REALIZED-GAINS-CURRENT> 77,526,269
<APPREC-INCREASE-CURRENT> 50,117,149
<NET-CHANGE-FROM-OPS> 135,528,659
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 146,346
<NUMBER-OF-SHARES-REDEEMED> (222,953)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 114,964,011
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 229.27
<PER-SHARE-NII> 2.85
<PER-SHARE-GAIN-APPREC> 46.14
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 278.26
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 69,040,779
<INVESTMENTS-AT-VALUE> 82,411,150
<RECEIVABLES> 38,911
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 187,746
<TOTAL-ASSETS> 83,069,593
<PAYABLE-FOR-SECURITIES> 146,836
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 41,754
<TOTAL-LIABILITIES> 188,590
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 82,881,003
<DIVIDEND-INCOME> 1,212,076
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 454,344
<NET-INVESTMENT-INCOME> 757,732
<REALIZED-GAINS-CURRENT> 5,721,776
<APPREC-INCREASE-CURRENT> 6,212,264
<NET-CHANGE-FROM-OPS> 12,691,772
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,077,161
<NUMBER-OF-SHARES-REDEEMED> (600,595)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 34,860,732
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 13.97
<PER-SHARE-NII> .17
<PER-SHARE-GAIN-APPREC> 2.72
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.86
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 49,790,255
<INVESTMENTS-AT-VALUE> 49,610,757
<RECEIVABLES> 157,405
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 23,347
<TOTAL-ASSETS> 49,791,509
<PAYABLE-FOR-SECURITIES> 157,405
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 22,287
<TOTAL-LIABILITIES> 179,692
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 49,611,817
<DIVIDEND-INCOME> 2,848,793
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 259,192
<NET-INVESTMENT-INCOME> 2,589,601
<REALIZED-GAINS-CURRENT> (177,766)
<APPREC-INCREASE-CURRENT> (1,011,400)
<NET-CHANGE-FROM-OPS> 1,400,435
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,076,702
<NUMBER-OF-SHARES-REDEEMED> (967,542)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 13,155,145
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 10.58
<PER-SHARE-NII> .61
<PER-SHARE-GAIN-APPREC> (.30)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.89
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 32,234,612
<INVESTMENTS-AT-VALUE> 33,266,583
<RECEIVABLES> 697,432
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 15,884
<TOTAL-ASSETS> 33,979,899
<PAYABLE-FOR-SECURITIES> 697,432
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 14,167
<TOTAL-LIABILITIES> 711,599
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 33,268,300
<DIVIDEND-INCOME> 967,405
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 136,454
<NET-INVESTMENT-INCOME> 830,951
<REALIZED-GAINS-CURRENT> 1,492,478
<APPREC-INCREASE-CURRENT> 1,022,272
<NET-CHANGE-FROM-OPS> 3,345,701
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,107,610
<NUMBER-OF-SHARES-REDEEMED> (945,017)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 22,419,738
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 15.37
<PER-SHARE-NII> .60
<PER-SHARE-GAIN-APPREC> 1.83
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 17.80
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Assets and Liabilities, the Statement of Operations, the Statement
of Changes in Net Assets and the Per Unit Data and Ratios contained in the
financial statements of the fund to which this schedule relates and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000878375
<NAME> AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE
TRUST
<SERIES>
<NUMBER> 7
<NAME> STABLE ASSET RETURN FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 635,256,187
<INVESTMENTS-AT-VALUE> 635,256,187
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 299,520
<TOTAL-ASSETS> 635,555,707
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 792,938
<TOTAL-LIABILITIES> 792,938
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 634,762,769
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 36,000,595
<OTHER-INCOME> 0
<EXPENSES-NET> 4,206,378
<NET-INVESTMENT-INCOME> 31,794,217
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 31,794,217
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 102,727,142
<NUMBER-OF-SHARES-REDEEMED> (129,966,222)
<SHARES-REINVESTED> 31,794,217
<NET-CHANGE-IN-ASSETS> 4,555,137
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.05)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 40,236,294
<INVESTMENTS-AT-VALUE> 47,190,964
<RECEIVABLES> 1,047,716
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 22,835
<TOTAL-ASSETS> 48,261,515
<PAYABLE-FOR-SECURITIES> 66,675
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 63,646
<TOTAL-LIABILITIES> 130,321
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 48,131,194
<DIVIDEND-INCOME> 763,336
<INTEREST-INCOME> 236,317
<OTHER-INCOME> 0
<EXPENSES-NET> 348,609
<NET-INVESTMENT-INCOME> 651,044
<REALIZED-GAINS-CURRENT> 535,992
<APPREC-INCREASE-CURRENT> 5,938,274
<NET-CHANGE-FROM-OPS> 7,125,310
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,004,767
<NUMBER-OF-SHARES-REDEEMED> (538,500)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 27,514,676
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
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<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 12.93
<PER-SHARE-NII> .26
<PER-SHARE-GAIN-APPREC> 2.54
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.73
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 10,508,968
<INVESTMENTS-AT-VALUE> 11,203,036
<RECEIVABLES> 2,293
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 11,205,329
<PAYABLE-FOR-SECURITIES> 2,293
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,059
<TOTAL-LIABILITIES> 4,352
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 11,200,977
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 8,859
<NET-INVESTMENT-INCOME> (8,859)
<REALIZED-GAINS-CURRENT> 361,277
<APPREC-INCREASE-CURRENT> 517,590
<NET-CHANGE-FROM-OPS> 870,008
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 679,535
<NUMBER-OF-SHARES-REDEEMED> (215,533)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 5,828,898
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 10.47
<PER-SHARE-NII> (.01)
<PER-SHARE-GAIN-APPREC> 1.00
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.46
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 29,879,018
<INVESTMENTS-AT-VALUE> 32,623,088
<RECEIVABLES> 35,243
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 32,658,331
<PAYABLE-FOR-SECURITIES> 35,243
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,748
<TOTAL-LIABILITIES> 40,991
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
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<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
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<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 32,617,340
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 24,228
<NET-INVESTMENT-INCOME> (24,228)
<REALIZED-GAINS-CURRENT> 839,719
<APPREC-INCREASE-CURRENT> 2,209,625
<NET-CHANGE-FROM-OPS> 3,025,116
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,965,891
<NUMBER-OF-SHARES-REDEEMED> (406,631)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 20,238,353
<ACCUMULATED-NII-PRIOR> 0
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<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 10.54
<PER-SHARE-NII> (.01)
<PER-SHARE-GAIN-APPREC> 1.40
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.93
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 22,866,841
<INVESTMENTS-AT-VALUE> 25,562,331
<RECEIVABLES> 105,008
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 25,667,339
<PAYABLE-FOR-SECURITIES> 105,008
<SENIOR-LONG-TERM-DEBT> 0
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<TOTAL-LIABILITIES> 109,478
<SENIOR-EQUITY> 0
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 25,557,861
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 17,939
<NET-INVESTMENT-INCOME> (17,939)
<REALIZED-GAINS-CURRENT> 770,720
<APPREC-INCREASE-CURRENT> 2,216,922
<NET-CHANGE-FROM-OPS> 2,969,703
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,429,208
<NUMBER-OF-SHARES-REDEEMED> (315,215)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 15,558,401
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 10.57
<PER-SHARE-NII> (.01)
<PER-SHARE-GAIN-APPREC> 1.85
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.41
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>