FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file Nos. 333-23633 AND 33-92120
AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUST
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-6691601
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
225 FRANKLIN STREET, BOSTON, MASSACHUSETTS 02110
(Address of principal executive offices)
(Zip Code)
(617) 985-3000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
<PAGE>
AMERICAN BAR ASSOCIATION MEMBERS/
STATE STREET COLLECTIVE TRUST
FORM 10-Q
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Aggressive Equity Fund
Statement of Assets and Liabilities................. 1
Statement of Operations............................. 2
Statement of Changes in Net Assets...................3
Per-Unit Data and Ratios.............................4
Balanced Fund
Statement of Assets and Liabilities................. 5
Statement of Operations............................. 6
Statement of Changes in Net Assets...................7
Per-Unit Data and Ratios.............................8
Growth Equity Fund
Statement of Assets and Liabilities................. 9
Statement of Operations............................ 10
Statement of Changes in Net Assets..................11
Per-Unit Data and Ratios............................12
Index Equity Fund
Statement of Assets and Liabilities................ 13
Statement of Operations............................ 14
Statement of Changes in Net Assets..................15
Per-Unit Data and Ratios............................16
Intermediate Bond Fund
Statement of Assets and Liabilities................ 17
Statement of Operations............................ 18
Statement of Changes in Net Assets..................19
Per-Unit Data and Ratios............................20
i
<PAGE>
International Equity Fund
Statement of Assets and Liabilities................ 21
Statement of Operations............................ 22
Statement of Changes in Net Assets..................23
Per-Unit Data and Ratios............................24
Stable Asset Return Fund
Statement of Assets and Liabilities................ 25
Statement of Operations............................ 26
Statement of Changes in Net Assets..................27
Per-Unit Data and Ratios............................28
Value Equity Fund
Statement of Assets and Liabilities................ 29
Statement of Operations............................ 30
Statement of Changes in Net Assets..................31
Per-Unit Data and Ratios............................32
Structured Portfolio Service - Conservative Portfolio
Statement of Assets and Liabilities................ 33
Statement of Operations............................ 34
Statement of Changes in Net Assets..................35
Per-Unit Data and Ratios............................36
Structured Portfolio Service - Moderate Portfolio
Statement of Assets and Liabilities................ 37
Statement of Operations............................ 38
Statement of Changes in Net Assets..................39
Per-Unit Data and Ratios............................40
Structured Portfolio Service - Aggressive Portfolio
Statement of Assets and Liabilities................ 41
Statement of Operations............................ 42
Statement of Changes in Net Assets..................43
Per-Unit Data and Ratios............................44
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...............45
Item 3. Quantitative Disclosures About Market Risk........49
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..................50
SIGNATURES.....................................................51
ii
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
American Bar Association Members/ State Street Collective Trust
Aggressive Equity Fund
Statement of Assets and Liabilities
Unaudited
<TABLE>
<CAPTION>
Assets June 30, 1997
-------------
<S> <C>
Investments, at value (cost $212,934,942) .......................................... $ 311,531,429
Cash ............................................................................... (49,945)
Receivable for investments sold .................................................... 132,223
Receivable for fund units sold ..................................................... 0
Dividends and interest receivable .................................................. 189,971
Other assets ....................................................................... 90,904
-------------
Total assets .................................................................... 311,894,582
-------------
Liabilities
Payable for investments purchased .................................................. 501,500
Payable for fund units purchased ................................................... 741,866
Accrued expenses ................................................................... 420,864
Other liabilities .................................................................. 28,704
-------------
Total liabilities ............................................................... 1,692,934
-------------
Net Assets ......................................................................... $ 310,201,648
=============
Net asset value, redemption price and offering price per unit of beneficial interest
($310,201,648/6,833,172 units outstanding) ......................................... $ 45.40
=============
</TABLE>
1
<PAGE>
American Bar Association Members/ State Street Collective Trust
Aggressive Equity Fund
Statement of Operations
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income
Dividend income .................................... $ 354,738 $ 724,916
Interest income .................................... 275,314 554,062
---------------------------------
Total investment income ....................... 630,052 1,278,978
Expenses:
Investment advisory fee ............................ $ 313,666 $ 625,084
State Street Bank & Trust Company - program fee .... 251,438 505,340
American Bar Retirement Association - program fee .. 36,749 73,886
Trustee, management and administration fees ........ 52,445 105,053
Other expenses and taxes ........................... 41,876 75,446
Amortization of organization expenses .............. 19,338 38,644
---------------------------------
Total expenses ................................ 715,512 1,423,453
---------------------------------
Net investment income (loss) ............................ (85,460) (144,475)
---------------------------------
Realized & Unrealized Gain (Loss) on Investments.
Net realized gain on investments sold ................... 5,980,911 15,233,858
Unrealized appreciation of investments during the period 42,636,445 15,129,187
---------------------------------
Net gain on investments ............................ 48,617,356 30,363,045
---------------------------------
Net increase in net assets resulting from operations $ 48,531,896 $ 30,218,570
=================================
</TABLE>
2
<PAGE>
American Bar Association Members/ State Street Collective Trust
Aggressive Equity Fund
Statement of Changes in Net Assets
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Increase in Net Assets From:
Operations:
Net investment income (loss) ................................................ ($ 85,460) ($ 144,475)
Net realized gain on investments ............................................ 5,980,911 15,233,858
Unrealized appreciation on investments during the period .................... 42,636,445 15,129,187
-----------------------------------
Net increase in net assets resulting from operations ........................ 48,531,896 30,218,570
-----------------------------------
Participant transactions:
Proceeds from sales of units ................................................ 7,936,933 20,943,582
Cost of units redeemed ...................................................... (10,569,184) (16,875,971)
-----------------------------------
Net increase (decrease) in net assets resulting from participant transactions (2,632,251) 4,067,611
-----------------------------------
Total increase in net assets ...................................... 45,899,645 34,286,181
Net Assets:
Beginning of period ......................................................... 264,302,005 275,915,468
End of period ............................................................... $ 310,201,648 $ 310,201,648
Number of units:
Outstanding-beginning of period ............................................. 6,888,038 6,727,703
Sold ................................................................... 198,813 511,407
Redeemed ............................................................... (253,679) (405,938)
-----------------------------------
Outstanding-end of period ................................................... 6,833,172 6,833,172
===================================
</TABLE>
3
<PAGE>
American Bar Association Members/ State Street Collective Trust
Aggressive Equity Fund
Per-Unit Data and Ratios
Unaudited
<TABLE>
<CAPTION>
Selected data for a unit outstanding throughout the period: For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income ......................................... $ 0.09 $ 0.19
Expenses .................................................. (0.11) (0.21)
-----------------------------------
Net investment income (loss) .............................. (0.02) (0.02)
Net realized and unrealized gain on investments ........... 7.05 4.41
-----------------------------------
Net increase in unit value ................................ 7.03 4.39
Net asset value at beginning of period .................... 38.37 41.01
-----------------------------------
Net assets value at end of period ......................... $ 45.40 $ 45.40
===================================
Ratio of expenses to average net assets* .................. 1.01% 1.02%
Ratio of net investment income (loss) to average assets* .. (0.12%) (0.10%)
Portfolio turnover ........................................ 10% 24%
Number of units outstanding at end of period (in thousands) 6,833 6,833
</TABLE>
- ----------
*Annualized
4
<PAGE>
American Bar Association Members/ State Street Collective Trust
Balanced Fund
Statement of Assets and Liabilities
Unaudited
<TABLE>
<CAPTION>
Assets June 30, 1997
-------------
<S> <C>
Investments, at value (cost $354,559,791) .......................................... $353,389,419
Cash ............................................................................... 1,011
Receivable for investments sold .................................................... 61,568,678
Receivable for fund units sold ..................................................... 327,821
Dividends and interest receivable .................................................. 3,146,004
Other assets ....................................................................... 119,682
------------
Total assets .................................................................. 418,552,615
------------
Liabilities
Payable for investments purchased .................................................. 85,858,281
Payable for fund units purchased ................................................... 0
Accrued expenses ................................................................... 384,368
Other liabilities .................................................................. 1,032
------------
Total liabilities ............................................................. 86,243,681
------------
Net Assets ......................................................................... $332,308,934
============
Net asset value, redemption price and offering price per unit of beneficial interest
($332,308,934/8,155,880 units outstanding) ......................................... $ 40.74
============
</TABLE>
5
<PAGE>
American Bar Association Members/ State Street Collective Trust
Balanced Fund
Statement of Operations
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- -----------------
<S> <C> <C>
Investment income
Dividend income .................................... $ 753,442 $ 1,423,265
Interest income .................................... 2,218,203 4,326,689
-----------------------------------
Total investment income ....................... 2,971,645 5,749,954
Expenses:
Investment advisory fee ............................ $ 287,704 $ 565,903
State Street Bank & Trust Company - program fee .... 281,996 556,827
American Bar Retirement Association - program fee .. 41,216 81,413
Trustee, management and administration fees ........ 58,819 115,765
Other expenses and taxes ........................... 50,476 94,065
Amortization of organization expenses .............. 21,095 42,422
-----------------------------------
Total expenses ................................ 741,306 1,456,395
-----------------------------------
Net investment income ................................... 2,230,339 4,293,559
-----------------------------------
Realized & Unrealized Gain (Loss) on Investments ........
Net realized gain on investments sold ................... 65,437,618 71,878,390
Unrealized depreciation of investments during the period (37,002,062) (43,649,893)
-----------------------------------
Net gain on investments ............................ 28,435,556 28,228,497
-----------------------------------
Net increase in net assets resulting from operations $ 30,665,895 $ 32,522,056
===================================
</TABLE>
6
<PAGE>
American Bar Association Members/ State Street Collective Trust
Balanced Fund
Statement of Changes in Net Assets
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ---------------
<S> <C> <C>
Increase in Net Assets From:
Operations:
Net investment income ............................................. $ 2,230,339 $ 4,293,559
Net realized gain on investments .................................. 65,437,618 71,878,390
Unrealized depreciation on investments during the period .......... (37,002,062) (43,649,893)
---------------------------------
Net increase in net assets resulting from operations .............. 30,665,895 32,522,056
---------------------------------
Participant transactions:
Proceeds from sales of units ...................................... 52,331,815 61,844,633
Cost of units redeemed ............................................ (50,631,894) (57,459,087)
---------------------------------
Net increase in net asssets resulting from participant transactions 1,699,921 4,385,546
---------------------------------
Total increase in net assets ............................ 32,365,816 36,907,602
Net Assets:
Beginning of period ............................................... 299,943,119 295,401,332
End of period ..................................................... $ 332,308,934 $ 332,308,934
Number of units:
Outstanding-beginning of period ................................... 8,106,643 8,036,685
Sold ......................................................... 1,048,186 1,300,175
Redeemed ..................................................... (998,949) (1,180,980)
---------------------------------
Outstanding-end of period ......................................... 8,155,880 8,155,880
=================================
</TABLE>
7
<PAGE>
American Bar Association Members/ State Street Collective Trust
Balanced Fund
Per-Unit Data and Ratios
Unaudited
<TABLE>
<CAPTION>
Selected data for a unit outstanding throughout the period: For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income ......................................... $ 0.37 $ 0.71
Expenses .................................................. (0.09) (0.18)
----------------------------------
Net investment income ..................................... 0.28 0.53
Net realized and unrealized gain on investments ........... 3.46 3.45
----------------------------------
Net increase in unit value ................................ 3.74 3.98
Net asset value at beginning of period .................... 37.00 36.76
----------------------------------
Net assets value at end of period ......................... $ 40.74 $ 40.74
==================================
Ratio of expenses to average net assets* .................. 0.83% 0.88%
Ratio of net investment income to average assets* ......... 2.50% 2.60%
Portfolio turnover ........................................ 128% 168%
Number of units outstanding at end of period (in thousands) 8,156 8,156
</TABLE>
- ----------
*Annualized
8
<PAGE>
American Bar Association Members/ State Street Collective Trust
Growth Equity Fund
Statement of Assets and Liabilities
Unaudited
<TABLE>
<CAPTION>
Assets June 30, 1997
--------------
<S> <C>
Investments, at value (cost $749,851,017) .......................................... $ 908,633,845
Cash ............................................................................... 893
Receivable for investments sold .................................................... 152,076,296
Receivable for fund units sold ..................................................... 403,930
Dividends and interest receivable .................................................. 791,578
Other assets ....................................................................... 264,103
--------------
Total assets ................................................................. 1,062,170,645
--------------
Liabilities
Payable for investments purchased .................................................. 163,244,115
Payable for fund units purchased ................................................... 0
Accrued expenses ................................................................... 888,851
Other liabilities .................................................................. 38,999
--------------
Total liabilities ............................................................. 164,171,965
--------------
Net Assets ......................................................................... $ 897,998,680
==============
Net asset value, redemption price and offering price per unit of beneficial interest
($897,998,680/2,722,344 units outstanding) ......................................... $ 329.86
==============
</TABLE>
9
<PAGE>
American Bar Association Members/ State Street Collective Trust
Growth Equity Fund
Statement of Operations
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income
Dividend income .................................... $ 2,531,045 $ 5,063,471
Interest income .................................... 529,225 936,446
---------------------------------
Total investment income ....................... 3,060,270 5,999,917
Expenses:
Investment advisory fee ............................ $ 584,121 $ 1,170,162
State Street Bank & Trust Company - program fee .... 732,462 1,444,434
American Bar Retirement Association - program fee .. 107,054 211,188
Trustee, management and administration fees ........ 152,778 300,301
Other expenses and taxes ........................... 71,501 213,639
Amortization of organization expenses .............. 156,913 210,991
---------------------------------
Total expenses ................................ 1,804,829 3,550,715
---------------------------------
Net investment income ................................... 1,255,441 2,449,202
---------------------------------
Realized & Unrealized Gain (Loss) on Investments ........
Net realized gain on investments sold ................... 134,590,028 166,921,025
Unrealized depreciation of investments during the period (2,399,319) (29,119,989)
---------------------------------
Net gain on investments ............................ 132,190,709 137,801,036
---------------------------------
Net increase in net assets resulting from operations $ 133,446,150 $ 140,250,238
=================================
</TABLE>
10
<PAGE>
American Bar Association Members/ State Street Collective Trust
Growth Equity Fund
Statement of Changes in Net Assets
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Increase in Net Assets From:
Operations:
Net investment income ....................................................... $ 1,255,441 $ 2,449,202
Net realized gain on investments ............................................ 134,590,028 166,921,025
Unrealized depreciation on investments during the period .................... (2,399,319) (29,119,989)
---------------------------------
Net increase in net assets resulting from operations ........................ 133,446,150 140,250,238
---------------------------------
Participant transactions:
Proceeds from sales of units ................................................ 238,756,937 262,636,084
Cost of units redeemed ...................................................... (242,777,629) (257,685,690)
---------------------------------
Net increase (decrease) in net assets resulting from participant transactions (4,020,692) 4,950,394
---------------------------------
Total increase in net assets ...................................... 129,425,458 145,200,632
Net Assets:
Beginning of period ......................................................... 768,573,224 752,798,049
End of period ............................................................... $ 897,998,680 $ 897,998,680
Number of units:
Outstanding-beginning of period ............................................. 2,736,291 2,705,373
Sold ................................................................... 724,934 807,295
Redeemed ............................................................... (738,881) (790,324)
---------------------------------
Outstanding-end of period ................................................... 2,722,344 2,722,344
=================================
</TABLE>
11
<PAGE>
American Bar Association Members/ State Street Collective Trust
Growth Equity Fund
Per-Unit Data and Ratios
Unaudited
<TABLE>
<CAPTION>
Selected data for a unit outstanding throughout the period: For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income ......................................... $ 1.12 $ 2.20
Expenses .................................................. (0.66) (1.30)
---------------------------------
Net investment income ..................................... 0.46 0.90
Net realized and unrealized gain on investments ........... 48.52 50.70
---------------------------------
Net increase in unit value ................................ 48.98 51.60
Net asset value at beginning of period .................... 280.88 278.26
---------------------------------
Net assets value at end of period ......................... $ 329.86 $ 329.86
=================================
Ratio of expenses to average net assets* .................. 0.87% 0.89%
Ratio of net investment income to average assets* ......... 0.61% 0.61%
Portfolio turnover ........................................ 61% 67%
Number of units outstanding at end of period (in thousands) 2,722 2,722
</TABLE>
- ----------
*Annualized
12
<PAGE>
American Bar Association Members/ State Street Collective Trust
Index Equity Fund
Statement of Assets and Liabilities
Unaudited
<TABLE>
<CAPTION>
Assets June 30, 1997
-------------
<S> <C>
Investments, at value (cost $99,841,191) ........................................... $127,802,821
Cash ............................................................................... 0
Receivable for investments sold .................................................... 0
Receivable for fund units sold ..................................................... 350,684
Dividends and interest receivable .................................................. 115,175
Other assets ....................................................................... 37,200
------------
Total assets .................................................................. 128,305,880
------------
Liabilities
Payable for investments purchased .................................................. 115,175
Payable for fund units purchased ................................................... 0
Accrued expenses ................................................................... 58,895
------------
Other liabilities .................................................................. 61,293
------------
Total liabilities ............................................................. 235,363
------------
Net Assets ......................................................................... $128,070,517
============
Net asset value, redemption price and offering price per unit of beneficial interest
($128,070,517/6,459,135 units outstanding) ......................................... $ 19.83
============
</TABLE>
13
<PAGE>
American Bar Association Members/ State Street Collective Trust
Index Equity Fund
Statement of Operations
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income
Dividend income ......................................... $ 115,175 $ 281,494
Interest income ......................................... 0 0
----------------------------------
Total investment income ............................ 115,175 281,494
Expenses:
Investment advisory fee ................................. 0 0
State Street Bank & Trust Company - program fee ......... 102,275 190,116
American Bar Retirement Association - program fee ....... 14,948 27,795
Trustee, management and administration fees ............. 46,232 86,328
Other expenses and taxes ................................ 16,009 26,089
Amortization of organization expenses ................... 6,520 12,181
----------------------------------
Total expenses ..................................... 185,984 342,509
----------------------------------
Net investment income (loss) ................................. (70,809) (61,015)
----------------------------------
Realized & Unrealized Gain (Loss) on Investments .............
Net realized gain on investments sold ....................... 1,566,611 3,495,822
Unrealized appreciation of investments during the period 16,508,910 14,592,261
----------------------------------
Net gain on investments ................................. 18,075,521 18,088,083
----------------------------------
Net increase in net assets resulting from operations .... $ 18,004,712 $ 18,027,068
==================================
</TABLE>
14
<PAGE>
American Bar Association Members/ State Street Collective Trust
Index Equity Fund
Statement of Changes in Net Assets
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- -----------------
<S> <C> <C>
Increase in Net Assets From:
Operations:
Net investment income (loss) ..................................... ($ 70,809) ($ 61,015)
Net realized gain on investments ................................. 1,566,611 3,495,822
Unrealized appreciation on investments during the period ......... 16,508,910 14,592,261
----------------------------------
Net increase in net assets resulting from operations ............. 18,004,712 18,027,068
----------------------------------
Participant transactions:
Proceeds from sales of units ..................................... 12,394,365 37,820,515
Cost of units redeemed ........................................... (3,877,760) (10,658,069)
----------------------------------
Net increase in net assets resulting from participant transactions 8,516,605 27,162,446
----------------------------------
Total increase in net assets ........................... 26,521,317 45,189,514
Net Assets:
Beginning of period .............................................. 101,549,199 82,881,003
End of period .................................................... $ 128,070,517 $ 128,070,517
Number of units:
Outstanding-beginning of period .................................. 5,977,921 4,914,409
Sold ........................................................ 691,481 2,137,213
Redeemed .................................................... (210,267) (592,487)
----------------------------------
Outstanding-end of period ........................................ 6,459,135 6,459,135
==================================
</TABLE>
15
<PAGE>
American Bar Association Members/ State Street Collective Trust
Index Equity Fund
Per-Unit Data and Ratios
Unaudited
<TABLE>
<CAPTION>
Selected data for a unit outstanding throughout the period: For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income ......................................... $ 0.02 $ 0.05
Expenses .................................................. (0.03) (0.06)
----------------------------------
Net investment income (loss) .............................. (0.01) (0.01)
Net realized and unrealized gain on investments ........... 2.85 2.98
----------------------------------
Net increase in unit value ................................ 2.84 2.97
Net asset value at beginning of period .................... 16.99 16.86
----------------------------------
Net assets value at end of period ......................... $ 19.83 $ 19.83
==================================
Ratio of expenses to average net assets* .................. 0.64% 0.65%
Ratio of net investment income to average assets* ......... (0.25%) (0.12%)
Portfolio turnover** ...................................... 5% 12%
Number of units outstanding at end of period (in thousands) 6,459 6,459
</TABLE>
- ----------
*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.
16
<PAGE>
American Bar Association Members/ State Street Collective Trust
Intermediate Bond Fund
Statement of Assets and Liabilities
Unaudited
<TABLE>
<CAPTION>
Assets June 30, 1997
-------------
<S> <C>
Investments, at value (cost $ 65,857,737) .......................................... $65,827,608
Cash ............................................................................... 0
Receivable for investments sold .................................................... 0
Receivable for fund units sold ..................................................... 146,541
Dividends and interest receivable .................................................. 325,547
Other assets ....................................................................... 19,510
-----------
Total assets .................................................................. 66,319,206
-----------
Liabilities
Payable for investments purchased .................................................. 146,541
Payable for fund units purchased ................................................... 0
Accrued expenses ................................................................... 27,715
Other liabilities .................................................................. 0
-----------
Total liabilities ............................................................. 174,256
-----------
Net Assets ......................................................................... $66,144,950
===========
Net asset value, redemption price and offering price per unit of beneficial interest
($66,144,950/5,905,085 units outstanding) .......................................... $ 11.20
===========
</TABLE>
17
<PAGE>
American Bar Association Members/ State Street Collective Trust
Intermediate Bond Fund
Statement of Operations
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income
Dividend income .................................... $ 909,290 $ 1,918,945
Interest income .................................... 0 0
----------------------------------
Total investment income ....................... 909,290 1,918,945
Expenses:
Investment advisory fee ............................ $ 0 $ 0
State Street Bank & Trust Company - program fee .... 56,002 105,373
American Bar Retirement Association - program fee .. 8,185 15,406
Trustee, management and administration fees ........ 16,389 29,991
Other expenses and taxes ........................... 8,408 14,618
Amortization of organization expenses .............. 3,751 7,271
----------------------------------
Total expenses ................................ 92,735 172,659
----------------------------------
Net investment income ................................... 816,555 1,746,286
----------------------------------
Realized & Unrealized Gain (Loss) on Investments ........
Net realized loss on investments sold ................... (48,940) (58,536)
Unrealized appreciation of investments during the period 1,350,463 149,370
----------------------------------
Net gain on investments ............................ 1,301,523 90,834
----------------------------------
Net increase in net assets resulting from operations $ 2,118,078 $ 1,837,120
==================================
</TABLE>
18
<PAGE>
American Bar Association Members/ State Street Collective Trust
Intermediate Bond Fund
Statement of Changes in Net Assets
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Increase in Net Assets From:
Operations:
Net investment income .................................. $ 816,555 $ 1,746,286
Net realized loss on investments ....................... (48,940) (58,536)
Unrealized appreciation on investments during the period 1,350,463 149,370
----------------------------------
Net increase in net assets resulting from operations ... 2,118,078 1,837,120
----------------------------------
Participant transactions:
Proceeds from sales of units ........................... 6,916,351 19,616,880
Cost of units redeemed ................................. (2,963,048) (4,920,866)
----------------------------------
Net increase in net assets from participant transactions 3,953,303 14,696,014
----------------------------------
Total increase in net assets ................. 6,071,381 16,533,134
Net Assets:
Beginning of period .................................... 60,073,569 49,611,817
End of period .......................................... $ 66,144,950 $ 66,144,950
Number of units:
Outstanding-beginning of period ........................ 5,543,482 4,556,518
Sold .............................................. 630,824 1,797,221
Redeemed .......................................... (269,221) (448,654)
----------------------------------
Outstanding-end of period .............................. 5,905,085 5,905,085
==================================
</TABLE>
19
<PAGE>
American Bar Association Members/ State Street Collective Trust
Intermediate Bond Fund
Per-Unit Data and Ratios
Unaudited
<TABLE>
<CAPTION>
Selected data for a unit outstanding throughout the period: For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income ......................................... $ 0.15 $ 0.35
Expenses .................................................. (0.01) (0.03)
----------------------------------
Net investment income ..................................... 0.14 0.32
Net realized and unrealized loss on investments ........... 0.22 (0.01)
----------------------------------
Net increase in unit value ................................ 0.36 0.31
Net asset value at beginning of period .................... 10.84 10.89
----------------------------------
Net assets value at end of period ......................... $ 11.20 $ 11.20
==================================
Ratio of expenses to average net assets* .................. 0.59% 0.59%
Ratio of net investment income to average assets* ......... 5.17% 5.98%
Portfolio turnover** ...................................... 6% 9%
Number of units outstanding at end of period (in thousands) 5,905 5,905
</TABLE>
- ----------
*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.
20
<PAGE>
American Bar Association Members/ State Street Collective Trust
International Equity Fund
Statement of Assets and Liabilities
Unaudited
<TABLE>
<CAPTION>
Assets June 30, 1997
-------------
<S> <C>
Investments, at value (cost $ 52,552,418) .......................................... $58,009,933
Cash ............................................................................... 0
Receivable for investments sold .................................................... 0
Receivable for fund units sold ..................................................... 258,915
Dividends and interest receivable .................................................. 0
Other assets ....................................................................... 16,488
-----------
Total assets .................................................................. 58,285,336
-----------
Liabilities
Payable for investments purchased .................................................. 213,980
Payable for fund units purchased ................................................... 0
Accrued expenses ................................................................... 21,283
Other liabilities .................................................................. 44,935
-----------
Total liabilities ............................................................. 280,198
-----------
Net Assets ......................................................................... $58,005,138
===========
Net asset value, redemption price and offering price per unit of beneficial interest
($58,005,138/2,919,454 units outstanding) .......................................... $ 19.87
===========
</TABLE>
21
<PAGE>
American Bar Association Members/ State Street Collective Trust
International Equity Fund
Statement of Operations
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income
Dividend income .................................... $ 0 $ 0
Interest income .................................... 0 0
---------------------------------
Total investment income ....................... 0 0
Expenses:
Investment advisory fee ............................ $ 0 $ 0
State Street Bank & Trust Company - program fee .... 45,467 81,872
American Bar Retirement Association - program fee .. 6,646 11,970
Trustee, management and administration fees ........ 9,483 17,027
Other expenses and taxes ........................... 7,032 10,915
Amortization of organization expenses .............. 2,759 5,069
---------------------------------
Total expenses ................................ 71,387 126,853
---------------------------------
Net investment income (loss) ............................ (71,387) (126,853)
---------------------------------
Realized & Unrealized Gain (Loss) on Investments.
Net realized gain on investments sold ................... 1,218,894 1,723,927
Unrealized appreciation of investments during the period 4,743,966 4,425,542
---------------------------------
Net gain on investments ............................ 5,962,860 6,149,469
---------------------------------
Net increase in net assets resulting from operations $ 5,891,473 $ 6,022,616
=================================
</TABLE>
22
<PAGE>
American Bar Association Members/ State Street Collective Trust
International Equity Fund
Statement of Changes in Net Assets
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Increase in Net Assets From:
Operations:
Net investment income (loss) ..................................... ($ 71,387) ($ 126,853)
Net realized gain on investments ................................. 1,218,894 1,723,927
Unrealized appreciation on investments during the period ......... 4,743,966 4,425,542
----------------------------------
Net increase in net assets resulting from operations ............. 5,891,473 6,022,616
----------------------------------
Participant transactions:
Proceeds from sales of units ..................................... 19,825,445 42,904,677
Cost of units redeemed ........................................... (14,270,923) (24,190,455)
----------------------------------
Net increase in net assets resulting from participant transactions 5,554,522 18,714,222
----------------------------------
Total increase in net assets ........................... 11,445,995 24,736,838
Net Assets:
Beginning of period .............................................. 46,559,143 33,268,300
End of period .................................................... $ 58,005,138 $ 58,005,138
Number of units:
Outstanding-beginning of period .................................. 2,618,073 1,868,547
Sold ........................................................ 1,060,020 2,369,241
Redeemed .................................................... (758,639) (1,318,334)
----------------------------------
Outstanding-end of period ........................................ 2,919,454 2,919,454
==================================
</TABLE>
23
<PAGE>
American Bar Association Members/ State Street Collective Trust
International Equity Fund
Per-Unit Data and Ratios
Unaudited
<TABLE>
<CAPTION>
Selected data for a unit outstanding throughout the period: For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income ......................................... $ 0.00 $ 0.00
Expenses .................................................. (0.03) (0.05)
----------------------------------
Net investment income (loss) .............................. (0.03) (0.05)
Net realized and unrealized gain on investments ........... 2.12 2.12
----------------------------------
Net increase in unit value ................................ 2.09 2.07
Net asset value at beginning of period .................... 17.78 17.80
----------------------------------
Net assets value at end of period ......................... $ 19.87 $ 19.87
==================================
Ratio of expenses to average net assets* .................. 0.56% 0.56%
Ratio of net investment income to average assets* ......... (0.56%) (0.56%)
Portfolio turnover** ...................................... 30% 52%
Number of units outstanding at end of period (in thousands) 2,919 2,919
</TABLE>
- ----------
*Annualized
**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.
24
<PAGE>
American Bar Association Members / State Street Collective Trust
Stable Asset Return Fund
Statement of Assets and Liabilities
Unaudited
<TABLE>
<CAPTION>
Assets June 30, 1997
-------------
<S> <C>
Investments, at value (Cost $633,583,142) ......................... $633,583,142
Interest Receivable ............................................... 3,194,072
Receivable for fund units sold .................................... 11,424,669
Other assets ...................................................... 157,114
------------
Total assets ................................................. 648,358,997
------------
Liabilities
Payable for units redeemed ........................................ 343,448
Accrued expenses .................................................. 0
------------
Total Liabilities ............................................ 343,448
------------
Net Assets ........................................................ $648,015,549
============
Net asset value, redemption price and offering price per unit
of beneficial interest ($648,015,549/648,015,549 units outstanding) $ 1.00
============
</TABLE>
25
<PAGE>
American Bar Association Members / State Street Collective Trust
Stable Asset Return Fund
Statement of Operations
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Interest income ...................................... $9,716,629 $18,992,878
----------------------------------
Expenses:
State Street Bank & Trust Company - program fee . 569,095 1,133,397
American Bar Retirement Association - program fee 83,179 165,716
Trustee, management and administration fees ..... 320,534 631,269
Other expenses and taxes ........................ 95,140 171,190
Amortization of organization expenses ........... 107,198 88,428
----------------------------------
Total Expenses ............................. 1,175,146 2,190,000
----------------------------------
Net investment income ................................ $8,541,483 $16,802,878
----------------------------------
</TABLE>
26
<PAGE>
American Bar Association Members / State Street Collective Trust
Stable Asset Return Fund
Statement of Changes in Net Assets
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
Increase in Net Assets From: ---------------- ----------------
<S> <C> <C>
Operations:
Net investment income and net increase in net assets
resulting from operations ........................................ $ 8,541,483 $ 16,802,878
----------------------------------
Distributions from net investment income ......................... (8,541,483) (16,802,878)
----------------------------------
Participant transactions:
Proceeds from sale of units ...................................... 62,657,043 90,048,624
Units issued in connection with reinvestment of net
investment income ................................................ 8,541,483 16,802,878
Cost of units redeemed ........................................... (50,682,021) (93,598,722)
----------------------------------
Net increase in net assets resulting from participant transactions 20,516,505 13,252,780
----------------------------------
Total increase in net assets ........................... 20,516,505 13,252,780
----------------------------------
Net Assets:
Beginning of period .............................................. 627,499,044 634,762,769
----------------------------------
End of period .................................................... $ 648,015,549 $ 648,015,549
==================================
</TABLE>
27
<PAGE>
American Bar Association Members / State Street Collective Trust
Stable Asset Return Fund
Per-Unit Data and Ratios
Unaudited
Selected data for a unit outstanding throughout the period:
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income ......................................... $ 0.015 $ 0.029
Expenses .................................................. (0.001) (0.003)
--------------------------------
Net investment income ..................................... 0.014 0.026
Reinvestment of net investment income ................. (0.014) (0.026)
--------------------------------
Net decrease in unit value ................................ 0.000 0.000
Net asset value at beginning of period .................... 1.00 1.00
--------------------------------
Net asset value at end of period .......................... $ 1.00 $ 1.00
================================
Ratio of expenses to average net assets* .................. 0.74% 0.70%
Ratio of net investment income to average assets* ......... 5.34% 5.37%
Number of units outstanding at end of period (in thousands) 648,016 648,016
</TABLE>
- ----------
* Annualized
28
<PAGE>
American Bar Association Members/ State Street Collective Trust
Value Equity Fund
Statement of Assets and Liabilities
Unaudited
<TABLE>
<CAPTION>
Assets June 30, 1997
-------------
<S> <C>
Investments, at value (cost $73,743,217) ........................................... $91,171,189
Cash ............................................................................... 571
Receivable for investments sold .................................................... 0
Receivable for fund units sold ..................................................... 0
Dividends and interest receivable .................................................. 284,354
Other assets ....................................................................... 25,260
-----------
Total assets .................................................................. 91,481,374
-----------
Liabilities
Payable for investments purchased .................................................. 0
Payable for fund units purchased ................................................... 266,753
Accrued expenses ................................................................... 93,891
Other liabilities .................................................................. 32,751
-----------
Total liabilities ............................................................. 393,395
-----------
Net Assets ......................................................................... $91,087,979
===========
Net asset value, redemption price and offering price per unit of beneficial interest
($91,087,979/4,932,124 units outstanding) .......................................... $ 18.47
===========
</TABLE>
29
<PAGE>
American Bar Association Members/ State Street Collective Trust
Value Equity Fund
Statement of Operations
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income
Dividend income .................................... $ 385,125 $ 665,128
Interest income .................................... 137,325 239,417
----------------------------------
Total investment income ....................... 522,450 904,545
Expenses:
Investment advisory fee ............................ $ 70,069 $ 125,103
State Street Bank & Trust Company - program fee .... 69,492 122,668
American Bar Retirement Association - program fee .. 10,157 17,934
Trustee, management and administration fees ........ 14,495 25,514
Other expenses and taxes ........................... 7,363 13,455
Amortization of organization expenses .............. 7,933 11,144
----------------------------------
Total expenses ................................ 179,509 315,818
----------------------------------
Net investment income ................................... 342,941 588,727
----------------------------------
Realized & Unrealized Gain (Loss) on Investments.
Net realized gain on investments sold ................... 217,136 328,711
Unrealized appreciation of investments during the period 9,612,269 10,473,302
----------------------------------
Net gain on investments ............................ 9,829,405 10,802,013
----------------------------------
Net increase in net assets resulting from operations $10,172,346 $11,390,740
==================================
</TABLE>
30
<PAGE>
American Bar Association Members/ State Street Collective Trust
Value Equity Fund
Statement of Changes in Net Assets
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Increase in Net Assets From:
Operations:
Net investment income ............................................ $ 342,941 $ 588,727
Net realized gain on investments ................................. 217,136 328,711
Unrealized appreciation on investments during the period ......... 9,612,269 10,473,302
----------------------------------
Net increase in net assets resulting from operations ............. 10,172,346 11,390,740
----------------------------------
Participant transactions:
Proceeds from sales of units ..................................... 16,191,235 34,877,292
Cost of units redeemed ........................................... (1,869,140) (3,311,247)
----------------------------------
Net increase in net assets resulting from participant transactions 14,322,095 31,566,045
----------------------------------
Total increase in net assets ........................... 24,494,441 42,956,785
Net Assets:
Beginning of period .............................................. 66,593,538 48,131,194
End of period .................................................... $ 91,087,979 $ 91,087,979
Number of units:
Outstanding-beginning of period .................................. 4,105,712 3,060,634
Sold ........................................................ 936,674 2,067,446
Redeemed .................................................... (110,262) (195,956)
----------------------------------
Outstanding-end of period ........................................ 4,932,124 4,932,124
==================================
</TABLE>
31
<PAGE>
American Bar Association Members/ State Street Collective Trust
Value Equity Fund
Per-Unit Data and Ratios
Unaudited
<TABLE>
<CAPTION>
Selected data for a unit outstanding throughout the period: For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income ......................................... $ 0.10 $ 0.22
Expenses .................................................. (0.04) (0.08)
----------------------------------
Net investment income ..................................... 0.06 0.14
Net realized and unrealized gain on investments ........... 2.19 2.60
----------------------------------
Net increase in unit value ................................ 2.25 2.74
Net asset value at beginning of period .................... 16.22 15.73
----------------------------------
Net assets value at end of period ......................... $ 18.47 $ 18.47
==================================
Ratio of expenses to average net assets* .................. 0.92% 0.93%
Ratio of net investment income to average assets* ......... 1.75% 1.73%
Portfolio turnover ........................................ 4% 5%
Number of units outstanding at end of period (in thousands) 4,932 4,932
</TABLE>
- ----------
*Annualized
32
<PAGE>
American Bar Association Members/ State Street Collective Trust
Structured Portfolio Service - Conservative Portfolio
Statement of Assets and Liabilities
Unaudited
<TABLE>
<CAPTION>
Assets June 30, 1997
-------------
<S> <C>
Investments, at value (cost $ 13,832,984) .......................................... $14,321,300
Cash ............................................................................... 0
Receivable for investments sold .................................................... 0
Receivable for fund units sold ..................................................... 117,205
Dividends and interest receivable .................................................. 0
Other assets ....................................................................... 0
-----------
Total assets .................................................................. 14,438,505
-----------
Liabilities
Payable for investments purchased .................................................. 117,205
Payable for fund units purchased ................................................... 0
Accrued expenses ................................................................... 1,163
Other liabilities .................................................................. 0
-----------
Total liabilities ............................................................. 118,368
-----------
Net Assets ......................................................................... $14,320,137
===========
Net asset value, redemption price and offering price per unit of beneficial interest
($ 14,320,137/ 1,240,876 units outstanding) ........................................ $ 11.54
===========
</TABLE>
33
<PAGE>
American Bar Association Members/ State Street Collective Trust
Structured Portfolio Service - Conservative Portfolio
Statement of Operations
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income
Dividend income ............................................... $ 0 $ 0
Interest income ............................................... 0 0
----------------------------------
Total investment income .................................. 0 0
Expenses:
Investment advisory fee ....................................... $ 0 $ 0
State Street Bank & Trust Company - program fee ............... 0 0
American Bar Retirement Association - program fee ............. 0 0
Trustee, management and administration fees ................... 3,456 6,482
Other expenses and taxes ...................................... 0 0
Amortization of organization expenses ......................... 0 0
----------------------------------
Total expenses ........................................... 3,456 6,482
----------------------------------
Net investment income (loss) ....................................... (3,456) (6,482)
----------------------------------
Realized & Unrealized Gain (Loss) on Investments.
Net realized gain on investments sold .............................. 194,703 353,733
Unrealized depreciation of investments during the period ........... (209,864) (331,799)
----------------------------------
Net gain (loss) on investments ................................ (15,161) 21,934
----------------------------------
Net increase (decrease) in net assets resulting from operations ($ 18,617) $ 15,452
==================================
</TABLE>
34
<PAGE>
American Bar Association Members/ State Street Collective Trust
Structured Portfolio Service - Conservative Portfolio
Statement of Changes in Net Assets
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Increase in Net Assets From:
Operations:
Net investment income (loss) ...................................... ($ 3,456) ($ 6,482)
Net realized gain on investments .................................. 194,703 353,733
Unrealized depreciation on investments during the period .......... (209,864) (331,799)
----------------------------------
Net increase (decrease) in net assets resulting from operations ... (18,617) 15,452
----------------------------------
Participant transactions:
Proceeds from sales of units ...................................... 1,896,706 4,929,469
Cost of units redeemed ............................................ (908,811) (1,825,760)
----------------------------------
Net increase in net asssets resulting from participant transactions 987,895 3,103,709
----------------------------------
Total increase in net assets ............................ 969,278 3,119,161
Net Assets:
Beginning of period ............................................... 13,350,859 11,200,976
End of period ..................................................... $ 14,320,137 $ 14,320,137
Number of units:
Outstanding-beginning of period ................................... 1,158,269 977,202
Sold ......................................................... 159,873 419,254
Redeemed ..................................................... (77,266) (155,580)
----------------------------------
Outstanding-end of period ......................................... 1,240,876 1,240,876
==================================
</TABLE>
35
<PAGE>
American Bar Association Members/ State Street Collective Trust
Structured Portfolio Service - Conservative Portfolio
Per-Unit Data and Ratios
Unaudited
<TABLE>
<CAPTION>
Selected data for a unit outstanding throughout the period: For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income ................................................ $ 0.00 $ 0.00
Expenses ......................................................... 0.00 (0.01)
----------------------------------
Net investment income ............................................ 0.00 (0.01)
Net realized and unrealized gain on investments .................. 0.01 0.09
----------------------------------
Net increase in unit value ....................................... 0.01 0.08
Net asset value at beginning of period ........................... 11.53 11.46
----------------------------------
Net assets value at end of period ................................ $ 11.54 $ 11.54
==================================
Ratio of expenses to average net assets* ......................... 0.10% 0.10%
Ratio of net investment income to average assets* ................ (0.10%) (0.10%)
Portfolio turnover** ............................................. 10% 18%
Number of units outstanding at end of period (in thousands) 1,241 1,241
</TABLE>
- ----------
*Annualized
**Reflects purchases and sales of units of the Funds in which the Portfolio
invests, rather than the portfolio turnover of such underlying Funds.
36
<PAGE>
American Bar Association Members/ State Street Collective Trust
Structured Portfolio Service - Moderate Portfolio
Statement of Assets and Liabilities
Unaudited
<TABLE>
<CAPTION>
Assets June 30, 1997
-------------
<S> <C>
Investments, at value (cost $ 47,393,220) .......................................... $49,078,224
Cash ............................................................................... 0
Receivable for investments sold .................................................... 0
Receivable for fund units sold ..................................................... 401,649
Dividends and interest receivable .................................................. 0
Other assets ....................................................................... 0
-----------
Total assets .................................................................. 49,479,873
-----------
Liabilities
Payable for investments purchased .................................................. 401,649
Payable for fund units purchased ................................................... 0
Accrued expenses ................................................................... 4,117
Other liabilities .................................................................. 0
-----------
Total liabilities ............................................................. 405,766
-----------
Net Assets ......................................................................... $49,074,107
===========
Net asset value, redemption price and offering price per unit of beneficial interest
($49,074,107/4,084,408 units outstanding) .......................................... $ 12.01
===========
</TABLE>
37
<PAGE>
American Bar Association Members/ State Street Collective Trust
Structured Portfolio Service - Moderate Portfolio
Statement of Operations
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income
Dividend income .................................... $ 0 $ 0
Interest income .................................... 0 0
----------------------------------
Total investment income ....................... 0 0
Expenses:
Investment advisory fee ............................ $ 0 $ 0
State Street Bank & Trust Company - program fee .... 0 0
American Bar Retirement Association - program fee .. 0 0
Trustee, management and administration fees ........ 12,186 22,443
Other expenses and taxes ........................... 0 0
Amortization of organization expenses .............. 0 0
----------------------------------
Total expenses ................................ 12,186 22,443
----------------------------------
Net investment income (loss) ............................ (12,186) (22,443)
----------------------------------
Realized & Unrealized Gain (Loss) on Investments.
Net realized gain on investments sold ................... 695,501 1,098,925
Unrealized depreciation of investments during the period (733,414) (1,173,145)
----------------------------------
Net loss on investments ............................ (37,913) (74,220)
----------------------------------
Net decrease in net assets resulting from operations ($ 50,099) ($ 96,663)
==================================
</TABLE>
38
<PAGE>
American Bar Association Members/ State Street Collective Trust
Structured Portfolio Service - Moderate Portfolio
Statement of Changes in Net Assets
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Increase in Net Assets From:
Operations:
Net investment income (loss) ..................................... ($ 12,186) ($ 22,443)
Net realized gain on investments ................................. 695,501 1,098,925
Unrealized depreciation on investments during the period ......... (733,414) (1,173,145)
----------------------------------
Net decrease in net assets resulting from operations ............. (50,099) (96,663)
----------------------------------
Participant transactions:
Proceeds from sales of units ..................................... 3,469,550 20,029,101
Cost of units redeemed ........................................... (1,982,637) (3,475,671)
----------------------------------
Net increase in net assets resulting from participant transactions 1,486,913 16,553,430
----------------------------------
Total increase in net assets ........................... 1,436,814 16,456,767
Net Assets:
Beginning of period .............................................. 47,637,293 32,617,340
End of period .................................................... $ 49,074,107 $ 49,074,107
Number of units:
Outstanding-beginning of period .................................. 3,969,609 2,733,228
Sold ........................................................ 274,910 1,633,065
Redeemed .................................................... (160,111) (281,885)
----------------------------------
Outstanding-end of period ........................................ 4,084,408 4,084,408
==================================
</TABLE>
39
<PAGE>
American Bar Association Members/ State Street Collective Trust
Structured Portfolio Service - Moderate Portfolio
Per-Unit Data and Ratios
Unaudited
<TABLE>
<CAPTION>
Selected data for a unit outstanding throughout the period: For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income ......................................... $ 0.00 $ 0.00
Expenses .................................................. 0.00 (0.01)
----------------------------------
Net investment income (loss) .............................. 0.00 (0.01)
Net realized and unrealized gain on investments ........... 0.01 0.09
----------------------------------
Net increase in unit value ................................ 0.01 0.08
Net asset value at beginning of period .................... 12.00 11.93
----------------------------------
Net assets value at end of period ......................... $ 12.01 $ 12.01
==================================
Ratio of expenses to average net assets* .................. 0.10% 0.10%
Ratio of net investment income to average assets* ......... (0.10%) (0.10%)
Portfolio turnover** ...................................... 7% 12%
Number of units outstanding at end of period (in thousands) 4,084 4,084
</TABLE>
- ----------
*Annualized
**Reflects purchases and sales of units of the Funds in which the Portfolio
invests, rather than the portfolio turnover of such underlying Funds.
40
<PAGE>
American Bar Association Members/ State Street Collective Trust
Structured Portfolio Service - Aggressive Portfolio
Statement of Assets and Liabilities
Unaudited
<TABLE>
<CAPTION>
Assets June 30, 1997
-------------
<S> <C>
Investments, at value (cost $ 37,737,083) .......................................... $39,217,987
Cash ............................................................................... 0
Receivable for investments sold .................................................... 0
Receivable for fund units sold ..................................................... 566,936
Dividends and interest receivable .................................................. 0
Other assets ....................................................................... 0
-----------
Total assets .................................................................. 39,784,923
-----------
Liabilities
Payable for investments purchased .................................................. 0
Payable for fund units purchased ................................................... 566,936
Accrued expenses ................................................................... 3,453
Other liabilities .................................................................. 0
-----------
Total liabilities ............................................................. 570,389
-----------
Net Assets ......................................................................... $39,214,534
===========
Net asset value, redemption price and offering price per unit of beneficial interest
($39,214,534/3,145,751 units outstanding) .......................................... $ 12.47
===========
</TABLE>
41
<PAGE>
American Bar Association Members/ State Street Collective Trust
Structured Portfolio Service - Aggressive Portfolio
Statement of Operations
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income
Dividend income .................................... $ 0 $ 0
Interest income .................................... 0 0
---------------------------
Total investment income ....................... 0 0
Expenses:
Investment advisory fee ............................ $ 0 $ 0
State Street Bank & Trust Company - program fee .... 0 0
American Bar Retirement Association - program fee .. 0 0
Trustee, management and administration fees ........ 9,835 17,803
Other expenses and taxes ........................... 0 0
Amortization of organization expenses .............. 0 0
---------------------------
Total expenses ................................ 9,835 17,803
---------------------------
Net investment income (loss) ............................ (9,835) (17,803)
---------------------------
Realized & Unrealized Gain (Loss) on Investments.
Net realized gain on investments sold ................... 546,960 1,008,023
Unrealized depreciation of investments during the period (658,042) (1,214,655)
---------------------------
Net loss on investments ............................ (111,082) (206,632)
---------------------------
Net decrease in net assets resulting from operations ($120,917) ($ 224,435)
===========================
</TABLE>
42
<PAGE>
American Bar Association Members/ State Street Collective Trust
Structured Portfolio Service - Aggressive Portfolio
Statement of Changes in Net Assets
Unaudited
<TABLE>
<CAPTION>
For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Increase in Net Assets From:
Operations:
Net investment income (loss) ...................................... ($ 9,835) ($ 17,803)
Net realized gain on investments .................................. 546,960 1,008,023
Unrealized depreciation on investments during the period .......... (658,042) (1,214,655)
----------------------------------
Net decrease in net assets resulting from operations .............. (120,917) (224,435)
----------------------------------
Participant transactions:
Proceeds from sales of units ...................................... 4,510,493 16,839,367
Cost of units redeemed ............................................ (1,337,425) (2,958,259)
----------------------------------
Net increase in net asssets resulting from participant transactions 3,173,068 13,881,108
----------------------------------
Total increase in net assets ............................ 3,052,151 13,656,673
Net Assets:
Beginning of period ............................................... 36,162,383 25,557,861
End of period ..................................................... $ 39,214,534 $ 39,214,534
Number of units:
Outstanding-beginning of period ................................... 2,903,055 2,060,096
Sold ......................................................... 341,237 1,310,616
Redeemed ..................................................... (98,541) (224,961)
----------------------------------
Outstanding-end of period ......................................... 3,145,751 3,145,751
==================================
</TABLE>
43
<PAGE>
American Bar Association Members/ State Street Collective Trust
Structured Portfolio Service - Aggressive Portfolio
Per-Unit Data and Ratios
Unaudited
<TABLE>
<CAPTION>
Selected data for a unit outstanding throughout the period: For the period For the period
April 1, 1997 January 1, 1997
to June 30, 1997 to June 30, 1997
---------------- ----------------
<S> <C> <C>
Investment income ......................................... $ 0.00 $ 0.00
Expenses .................................................. 0.00 0.00
----------------------------------
Net investment income ..................................... 0.00 0.00
Net realized and unrealized gain on investments ........... 0.01 0.06
----------------------------------
Net increase in unit value ................................ 0.01 0.06
Net asset value at beginning of period .................... 12.46 12.41
----------------------------------
Net assets value at end of period ......................... $ 12.47 $ 12.47
==================================
Ratio of expenses to average net assets* .................. 0.10% 0.10%
Ratio of net investment income to average assets* ......... (0.10%) (0.10%)
Portfolio turnover** ...................................... 7% 12%
Number of units outstanding at end of period (in thousands) 3,146 3,146
</TABLE>
- ----------
*Annualized
**Reflects purchases and sales of units of the Funds in which the Portfolio
invests, rather than the portfolio turnover of such underlying Funds.
44
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
AGGRESSIVE EQUITY FUND
The Aggressive Equity Fund invests primarily in common stocks and
equity-type securities. It may also invest in preferred stocks and
convertible debt instruments and non-equity securities, including investment
grade bonds, debentures and high quality money market instruments of the same
types as those in which the Stable Asset Return Fund may invest, when deemed
appropriate by State Street in light of economic and market conditions. The
Aggressive Equity Fund seeks to achieve, over an extended period of time,
total returns that are comparable to or superior to those attained by broad
measures of the domestic stock market. For the quarter ended June 30, 1997
the Aggressive Equity Fund experienced a total return, net of expenses
(including a trust management fee, a program expense fee, investment advisory
fees, organizational fees and maintenance fees, collectively "Expenses"), of
18.29%. By comparison, the Russell 2000 Index produced a total return of
16.21% for the same period. The Russell 2000 Index does not include any
allowance for the fees that an investor would pay for investing in the stocks
that comprise the index.
The second quarter of 1997 marked the tenth consecutive quarterly
increase in the Standard & Poor's 500 Composite Stock Price Index (the "S&P
500 Index"). The quarter's domestic financial asset returns were strongly
positive, with the second quarter S&P 500 Index return of 17.4% being the
largest in nearly 60 years. Moderate economic growth, lower-than-expected
inflation, stable Federal Reserve policy and satisfactory profit gains were
key driving factors.
The most heavily weighted sectors in the Aggressive Equity Fund were
technology, business services, computers and business equipment and insurance.
Weaker areas in terms of return included publishing; drugs and health care
and utilities.
BALANCED FUND
The Balanced Fund invests in publicly traded common stocks, other
equity-type securities, long-term debt securities and money market instruments.
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. For the quarter ended June 30,
1997, the Balanced Fund experienced a total return, net of Expenses, of 10.09%.
For the same period, a combination of the Russell 1000 Index and the Lehman
Brothers Aggregate Bond Index (the "LB Bond Index") weighted 60%/40%,
respectively, produced a total return of 12.81%. The Russell 1000 Index and
the LB Bond Index do not include an allowance for the fees that an investor
would pay for investing in the securities that comprise the indices.
In connection with certain changes to the advisors from whom State
Street obtains investment advice with respect to the Fund, effective June 30,
1997, State Street will direct the allocation of the Fund's assets between
debt and equity securities consistent with the Fund's strategy. State Street
will obtain investment advice from separate advisors for each of the debt and
equity portions of the Fund. This is different from State Street's prior
45
<PAGE>
practice, which was to allocate a portion of the Fund's assets to each of the
Fund's investment advisors, who then advised State Street on both debt and
equity securities. Contributions to and withdrawals from the Fund will be
allocated so that the percentage of debt and equity securities will be as close
to approximately 40% and 60%, respectively, as may be practical, taking into
account the level of contributions and withdrawals and the Fund's percentage
of debt and equity securities at the time of the contribution or withdrawal.
State Street may change the allocation within the Fund, as well as the
allocation of the contributions to and withdrawals from the Fund from time to
time. Income and realized gains attributable to the assets allocated to each
portion of the fund and the related investment advisor will remain allocated
to such portion until reallocated by State Street.
Both the U.S. equity and fixed income markets continued to show strong
upward performance results during the second quarter of 1997. Fixed income
securities were helped by the continued absence of inflationary pressures and
U.S. equities were buoyed by sustained high levels of money flowing into
mutual funds and strong corporate earnings.
Some of the most heavily weighted industry sectors in the equity portion
of the portfolio were consumer goods, drugs and health care, finance and
insurance. The fixed income segment was heavily invested in U.S. Treasuries,
mortgage-related issues and long-term corporate bonds.
GROWTH EQUITY FUND
The Growth Equity Fund invests primarily in common stocks and other
equity-type securities issued by large, well-established companies. The
Growth Equity Fund seeks to achieve long-term 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 that are comparable
to or superior to those attained by broad measures of the domestic stock
market. In keeping with this objective and strategy and in connection with
certain changes to the advisors from whom State Street obtains investment
advice with respect to the Fund, effective June 16, 1997, 25% of contributions
to (less 25% of withdrawals from) the Growth Equity Fund are invested to
replicate the Russell 1000 Index. Income and realized gains attributable to
this portion of the Fund will remain allocated to this portion of the Fund,
which may cause this portion of Fund's assets to vary from 25%.
For the quarter ended June 30, 1997, the Growth Equity Fund experienced
a total return, net of Expenses, of 17.18%. By comparison, the Russell 1000
Index produced a return of 18.9% for the same period. The Russell 1000 Index
does not include an allowance for the fees that an investor would pay for
investing in the securities that comprise the index.
The U.S. equity market continued to register strong returns during the
second quarter of 1997. Low inflation, strong corporate earnings, and a lack
of Federal Reserve intervention were among the major causes of economic
growth.
Some of the most heavily weighted industry sectors in the Growth Equity
Fund were finance, technology and drugs and health care. Weaker areas in
terms of return were energy-related stocks and broadcasting and publishing.
46
<PAGE>
INDEX EQUITY FUND
The Index Equity Fund invests in common stocks of U.S. companies that
are included in the Russell 3000 Index, with the overall objective of
achieving long-term growth of capital. The Russell 3000 Index represents
approximately 98% of the U.S. equity market based on the market capitalization
of the companies in the Russell 3000 Index. The Index Equity Fund invests in
common stocks included in the Russell 3000 Index by fully replicating Standard
& Poors 500 Composite Stock Price Index (the "S&P 500 Index") and the Russell
Special Small Company Index, which is composed of approximately 2,500 stocks.
The securities in these two indices represent the universe of securities
included in the Russell 3000 Index.
The Fund produced a total return, net of Expenses, for the second
quarter of 1997 of 16.71%. By comparison, the Russell 3000 Index produced a
return of 16.75% for the second quarter of 1997. The Russell 3000 Index does
not include any allowance for the fees that an investor would pay for
investing in the stocks that comprise the index.
INTERMEDIATE BOND FUND
The Intermediate Bond Fund's investment objective 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
Intermediate Bond Fund (approximately two-thirds) is 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 -- is
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.
Until the Intermediate Bond Fund reaches its minimum level of
contributions to be invested in both the actively managed and index portion of
the fund ($75 million and $200 million, respectively), two-thirds of all
contributions will be invested in the PIMCO Total Return Fund and the
remaining one-third will be invested in the Masterworks Funds Bond Index Fund.
For the quarter ended June 30, 1997, the Intermediate Bond Fund
experienced a total return, net of Expenses, of 3.55%. As a comparison, a
combination of Lehman Brothers Corporate/Government Bond Index and the LB Bond
Index weighted 33%/67%, respectively, produced a return for the second quarter
of 1997 of 3.66%. The Lehman Brothers Corporate/Government Bond Index and the
LB Bond Index do not include an allowance for the fees that an investor would
pay for investing in the securities that comprise the indices.
Fixed income securities performed well in the second quarter. The broad
U.S. bond market produced returns nearing 4% for the quarter as yields on
Treasuries with maturities of one year and longer fell 35 to 40 basis points.
INTERNATIONAL EQUITY FUND
The International Equity Fund's investment objective is to seek
long-term growth of capital through investing primarily in common stocks of
established non-U.S. companies. The Fund intends to diversify investments
broadly among countries of the Far East and Europe, as well as in South
47
<PAGE>
Africa, Australia, Canada and other areas. The International Equity Fund will
seek 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.
Until the International Equity Fund reaches its minimum level of
contributions to meet its investment objective, which State Street currently
expects to be approximately $75 to $100 million, all contributions to the
International Equity Fund will be invested in the T. Rowe Price International
Stock Fund.
For the quarter ended June 30, 1997, the International Equity Fund
experienced a total return, net of Expenses, of 11.72%. For the first quarter
of 1997, the total return of the Morgan Stanley EAFE (Europe, Australia, Far
East) Index (the "EAFE Index") was 12.98%. The EAFE Index does not include an
allowance for the fees that an investor would pay for investing in the
securities that comprise the index. Most major international markets
continued to rise during the second quarter mainly because of an extremely
positive environment for stocks - improving corporate profits against a
backdrop of moderate economic growth and low inflation.
STABLE ASSET RETURN FUND
The Stable Asset Return Fund invests primarily in investment contracts
issued by insurance companies, banks or other financial institutions. The
Stable Asset Return Fund also invests in high quality money market instruments,
including obligations of the United States government, 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.
For the quarter ended June 30, 1997, the Stable Asset Return Fund
produced a return, net of Expenses, of 1.34%. By comparison, the Donoghue
Money Market Fund "Tier One" Average (the "Donoghue Average") for the second
quarter of 1997 was 1.22%. The Fund's strong performance relative to the
Donoghue Average is partly attributable to the longer average maturity of the
Fund's portfolio. Interest rates remained fairly neutral during the second
quarter of 1997 with lack of inflation pressure and no intervention by the
Federal Reserve.
VALUE EQUITY FUND
The Value Equity Fund seeks to outperform, over extended periods of
time, broad measures of the domestic stock market. The Value Equity Fund
invests primarily in common stocks of companies that State Street and its
investment advisor consider undervalued.
For the quarter ended June 30, 1997, the Value Equity Fund experienced a
total return, net of Expenses, of 13.86%. The S&P 500 Index produced a return
of 17.41% for the second quarter. The S&P 500 Index does not include an
allowance for the fees that an investor would pay for investing in the
securities that comprise the index.
U.S. financial markets registered strong returns in the second quarter
as investors responded favorably to signs of moderate growth and benign
inflation.
48
<PAGE>
The most heavily weighted industry sectors in the Value Equity Fund were
finance, consumer basics, technology and utilities. Underweighted sectors in
the Value Equity Fund include broadcastig, publishing and consumer services.
STRUCTURED PORTFOLIO SERVICE
The Portfolios of the Structured Portfolio Service invest in the funds
described above according to conservative, moderate and aggressive portfolio
allocations. Funds in the Conservative Portfolio are allocated as follows:
Stable Asset Return Fund, 30%; Intermediate Bond Fund 35%; Value Equity Fund,
7%; Growth Equity Fund, 7%; Index Equity Fund, 14%; and International Equity
Fund, 7%. Funds in the Moderate Portfolio are allocated as follows: Stable
Asset Return Fund, 10%; Intermediate Bond Fund, 30%; Value Equity Fund, 11%;
Growth Equity Fund, 11%; Index Equity Fund, 23%; and International Equity
Fund, 15%. Funds in the Aggressive Portfolio are allocated as follows:
Intermediate Bond Fund, 15%; Value Equity Fund, 15%; Growth Equity Fund, 15%;
Index Equity Fund, 30%; Aggressive Equity Fund, 5%; and International Equity
Fund, 20%.
For the quarter ended June 30, 1997, the structured portfolio service
experienced a total return net of Expenses, of 6.84% for the Conservative
Portfolio, 10.09% for the Moderate Portfolio, and 13.39% for the Aggressive
Portfolio.
Item 3 Quantitative Disclosures About Market Risk
Not Applicable.
49
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibit No. Description
10.1 Investment Advisor Agreement effective as of
June 30, 1997 by and between State Street Bank
and Trust Company and Capital Guardian Trust
Company.
10.2 Investment Advisor Agreement effective as of
June 13, 1997 by and between State Street Bank
and Trust Company and Bankers Trust Company.
27.1 Financial Data Schedule-Aggressive Equity Fund
27.2 Financial Data Schedule-Balanced Fund
27.3 Financial Data Schedule-Growth Equity Fund
27.4 Financial Data Schedule-Index Equity Fund
27.5 Financial Data Schedule-Intermediate Bond Fund
27.6 Financial Data Schedule-International Fund
27.7 Financial Data Schedule-Stable Asset Return Fund
27.8 Financial Data Schedule-Value Equity Fund
27.9 Financial Data Schedule-Structured Portfolio
Service Conservative Portfolio
27.10 Financial Data Schedule-Structured Portfolio
Service Moderate Portfolio
27.11 Financial Data Schedule-Structured Portfolio
Service Aggressive Portfolio
b. Reports on Form 8-K
None.
50
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN BAR ASSOCIATION MEMBERS/
STATE STREET COLLECTIVE TRUST
August 13, 1997 By: /S/ NANCY P. ANTIN
----------------------------------------------
Nancy P. Antin
Vice President and Chief Financial Officer
August 13, 1997 By: /S/ SUSAN C. DANIELS
----------------------------------------------
Susan C. Daniels
Treasurer and Chief Accounting Officer
51
INVESTMENT ADVISOR AGREEMENT
This INVESTMENT ADVISOR AGREEMENT (the "Agreement") is effective as
of June 30, 1997 (or such other date as is agreed in writing) by and between
STATE STREET BANK AND TRUST COMPANY, a trust company organized under the laws of
the Commonwealth of Massachusetts ("State Street") and CAPITAL GUARDIAN TRUST
COMPANY, a California-chartered trust company (the "Advisor").
WHEREAS the American Bar Association Members Retirement Trust and
the American Bar Association Members Pooled Trust for Retirement Plans
(collectively referred to as the "Trusts"), for which State Street acts as
trustee, are maintained pursuant to agreements between the American Bar
Retirement Association ("ABRA") and State Street for the purpose of funding the
American Bar Association Members Retirement Plan, the American Bar Association
Members Defined Benefit Pension Plan (the "ABA Members Plans") and other
employee benefit plans, as adopted by eligible individuals, organizations,
partnerships, corporations or associations (each such individual employee
benefit plan being referred to as a "Plan" and collectively as the "Plans"),
which Plans must meet the requirements for qualification under Section 401 of
the Internal Revenue Code of 1986, as amended and in effect from time to time
(the "Code");
WHEREAS, assets are held in a collective investment fund, known as
the BALANCED FUND (the "Fund"), established under the American Bar Association
Members/State Street Collective Trust (the "ABA Members Collective Trust")
established by State Street, as trustee (the "Trustee"), pursuant to the
Declaration of Trust dated August 8, 1991, as amended and in effect from time to
time (the "Declaration of Trust");
WHEREAS, the Fund is established under a group trust maintained by
the Trustee and is exempt from tax pursuant to Revenue Ruling 81-100;
WHEREAS, the Trustee desires to retain the Advisor to act as its
investment advisor to assist the Trustee in managing such assets of the Fund as
the Trustee may designate from time to time in writing to the Advisor (the
"Subaccount") by making recommendations to the Trustee with respect to the
investment and reinvestment of the assets in the Subaccount; and
WHEREAS the parties desire to set forth, among other things, the
duties, terms and conditions under which the Advisor will carry out such
advisory functions and the Trustee will perform certain of its functions with
respect to managing and administering the Subaccount and the Fund;
NOW THEREFORE, in consideration of the promises and mutual covenants
contained in this Agreement, it is agreed as follows:
<PAGE>
1. Appointment of the Advisor. The Advisor is hereby appointed and
employed as investment advisor to the Trustee to assist the Trustee in its
management of such assets of the Fund as are held in the Subaccount from time to
time. The Advisor shall provide investment advice and recommendations and shall
render certain other related services to or on behalf of the Trustee, all in
accordance with the terms and conditions of this Agreement.
2. Acceptance by the Advisor. The Advisor hereby accepts such
appointment and employment and acknowledges that, (a) with respect to the assets
in the Subaccount, it is a fiduciary, as defined in the Employee Retirement
Income Security Act of 1974, as amended and in effect from time to time
("ERISA"), with respect to the Trusts and the Plans and (b) no person associated
with the Advisor is a trustee or administrator of, or an employer of anyone
covered by, any Plan. The Advisor represents that it is registered, or exempt
from registration, under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and that it is in the business of acting as a fiduciary with
respect to assets of various retirement plans and trusts. The Advisor agrees and
covenants that it will notify the Trustee within ten (10) business days of (v)
any change of its status under the Advisers Act, (w) the receipt of formal
notice of the commencement of any proceeding by any governmental agency to take
any action which would change its status under the Advisers Act, (x) notice by
any governmental agency of the intent to place material limitations on the
activities of the Advisor, (y) notice by any governmental agency that it intends
to begin an investigation of the Advisor that is outside of the scope of routine
investigations that such agency conducts from time to time of businesses engaged
in the same or similar activities as the Advisor, or (z) notice by any
governmental agency that it has identified an area of non-compliance or other
concern in the course of any investigation of the Advisor. Throughout this
Agreement, the term "business day" shall mean any day in which the New York
Stock Exchange is open for trading and on which the Trustee's principal office
is open for business.
3. Definition of Subaccount. The Subaccount for which the Advisor
has been appointed to render investment advice and certain other services is
designated as Subaccount A and consists of the assets set forth in Appendix A.
The Trustee may change the composition of or the amount of assets included
within the Subaccount, by amending Appendix A, after written notice to the
Advisor and ABRA.
4. The Advisor's Services.
(a) Investment Process. The Advisor shall make timely
recommendations to the Trustee as to how the Trustee should invest and reinvest
the assets of the Subaccount and, in that connection, may recommend that the
Trustee purchase, sell or otherwise invest the assets of the Subaccount on the
terms and conditions recommended by the Advisor in a manner consistent with the
provisions of this Agreement. The manner and procedures for effecting any such
purchases, sales or investments are set forth in Subsection 4(c) below. From
time to time at the request of the Trustee, the Advisor shall consult with the
Trustee on a timely basis with respect to any recommendation made by the Advisor
or otherwise with respect to the investment of the assets of the Subaccount.
(b) Compliance With Policies and Other Requirements. In
providing its investment advice and other related services, the Advisor shall
act in accordance with the investment objectives and policies for the Fund as
set forth in the Fund Declaration pursuant to
2
<PAGE>
which the Fund is established and maintained, as the same may be amended from
time to time by the Trustee (the "Fund Declaration"), a copy of which is
attached hereto as Appendix B, and in accordance with any additional investment
objectives and policies that have been established by the Trustee for the
Subaccount as set forth in Appendix C, as the same may be amended from time to
time by the Trustee. In providing its investment advice and other related
services under this Agreement, the Advisor shall comply with all of the
Trustee's reasonable operating requirements as the same may be communicated in
writing by the Trustee to the Advisor from time to time. The Advisor shall
comply with any changes to such operating requirements that the Trustee may make
from time to time within a period of time reasonably specified by the Trustee
(or if none is specified, within a reasonable time period) after notice of such
changes is communicated in writing by the Trustee to the Advisor.
(c) Recommendation Procedures. The Advisor shall place orders
or otherwise give instructions with respect to the investment of the assets in
the Subaccount only after prior notification to and approval by the Trustee in
accordance with the provisions of this Subsection 4(c). Except in accordance
with the following provisions, the Advisor shall have no authority to place
orders for the execution of transactions involving assets of the Subaccount or
to give instructions to the Trustee with respect thereto:
(i) Broker List. On or prior to the first business day
of each month, the Trustee shall consider brokers recommended by the
Advisor and shall approve, to the extent deemed appropriate by the
Trustee, a list of not more than one hundred (100) brokers through whom
transactions with respect to the assets in the Subaccount may be effected
during the following month (the "Broker List"). From time to time by means
of Valid Notice (as defined below), the Advisor may request an amendment
(the "Advisor's Amendment") to the Broker List. The Trustee shall exercise
reasonable efforts to notify the Advisor whether or not the Trustee
authorizes the Advisor's Amendment to the Broker List by means of Valid
Notice within one (1) complete business day (i.e., not later than the same
time of day on the next business day) following its receipt of the
Advisor's Amendment and if the Trustee does not so notify the Advisor,
then the Advisor's Amendment shall be deemed to be approved at the
conclusion of such one business day period. The Trustee may effect an
amendment to the Broker List at any time upon Valid Notice to the Advisor.
(ii) Real-Time Recommendations. From time to time by
means of Valid Notice (as defined below), the Advisor may make
recommendations as to proposed transactions with respect to the assets of
the Subaccount (the "Advisor's Recommendation"). The Advisor's
Recommendation shall (A) be directed to the employee or employees of the
Trustee designated for such purpose by the Trustee from time to time by
Valid Notice and (B) describe the transaction being recommended by the
Advisor in such detail and specificity as the Trustee may reasonably
require. For this purpose, if the transaction is to be effected at the
market price on the applicable exchange or trading system, a statement to
such effect shall be sufficient to describe the proposed sale or purchase
price. The Trustee shall exercise reasonable efforts to notify the Advisor
by means of Valid Notice whether or not the Trustee authorizes the
transaction recommended in the Advisor's Recommendation (the "Trustee's
Response"). The Trustee shall exercise reasonable efforts to deliver the
Trustee's Response within one (1) hour following its receipt of the
Advisor's Recommendation and if the Trustee does not deliver the Trustee's
Response to the Advisor within such one-hour period, then the
3
<PAGE>
transaction or transactions recommended in the Advisor's Recommendation
shall be deemed to be approved; provided, however, that if the Advisor's
Recommendation is received by the Trustee after 5:00 p.m. Eastern time on
any business day, then the one-hour period described in this Subsection
4(c) (ii) shall be extended so that it expires at 9:00 a.m. Eastern time
on the next succeeding business day.
(iii) Authorized Transactions. A transaction shall
become an "Authorized Transaction" when it is (A) approved pursuant to the
Trustee's Response or (B) deemed approved pursuant to section 4(c) (ii).
The designation of a transaction as an Authorized Transaction hereunder
shall be binding against the Trustee and the Authorized Transaction shall
remain validly approved and authorized until the earlier of (Y) the time
that it is expressly countermanded by Valid Notice from the Trustee to the
Advisor or (Z) at the end of the twentieth (20th) business day following
its designation as an Authorized Transaction.
(iv) Investment Authority. With respect to any
Authorized Transaction, the Advisor may take any and all action necessary
or desirable to effect such Authorized Transaction, including but not
limited to (A) placing an order with a broker named in the Broker List for
the execution of the Authorized Transaction and (B) issuing to the Trustee
such instructions as may be appropriate in connection with the settlement
of such Authorized Transaction.
(v) Valid Notice. "Valid Notice" shall mean (A) written
notice or communication, which may be made by facsimile or by electronic
transmission in a format and method reasonably acceptable to the Trustee,
or (B) oral notice or communication that is recorded by the Trustee or the
Advisor and is available for subsequent verification.
(d) Custody of Assets and Confirmation of Transactions. To the
extent required by applicable law, the Advisor shall direct that all securities
purchased and the proceeds from the sale of securities for the Subaccount be
delivered to the Trustee, unless otherwise directed by the Trustee. The Advisor
shall direct any broker effecting a transaction with respect to the assets of
the Subaccount to send the Trustee a duplicate copy of any confirmation of any
such transaction, except that the Advisor may make other arrangements (which are
reasonably satisfactory to the Trustee) for the Trustee to receive such
duplicate confirmations or comparable information acceptable to the Trustee.
(e) Communications Regarding Investment Securities. The
Trustee shall send, or cause to be sent, on a timely basis, copies of all
communications (including but not limited to proxy statements, tender offers and
class action communications) from or relating to companies, the securities or
other instruments of which are held in the Subaccount, to the Advisor. The
Advisor shall be responsible for making a recommendation to the Trustee, in such
detail and specificity as the Trustee may reasonably require, as to the
appropriate response to such communications (the "Suggested Response"). Such
Suggested Response shall be made by the Advisor by Valid Notice, at least one
(1) complete business day (i.e., not later than the same time of day or the next
business day) prior to the deadline for such response. Such Suggested Response
shall be directed to the employee or employees of the Trustee designated for
such purpose by the Trustee from time to time
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by Valid Notice. If the Trustee decides not to follow the Suggested Response, it
shall so notify the Advisor by Valid Notice ("the Trustee's Rejection") not
later than the earlier of one (1) complete business day (i.e., not later than
the same time of day or the next business day) following its receipt of the
Suggested Response or two (2) hours before the response deadline. Failure by the
Trustee to give the Trustee's Rejection to the Advisor within such period shall
constitute the Trustee's approval of the Suggested Response, and shall
constitute authorization to the Advisor to (i) take such action as is
appropriate to effect the Suggested Response and (ii) issue to the Trustee such
instructions as may be appropriate in connection with effecting the Suggested
Response.
(f) Advisor's Duty of Care. The Advisor shall discharge its
duties with respect to the Subaccount solely in the interests of the
participants in the Plans and their beneficiaries with the care, skill, prudence
and diligence under the circumstances then prevailing that a prudent person
acting in like capacity and familiar with such matters would use in the conduct
of an enterprise of like character and with like aims. The Advisor shall not be
responsible for the operation or administration of the Trusts or the Plans. The
Advisor shall have no investment advisory responsibilities other than those
expressly provided in this Agreement. The Advisor shall discharge its duties in
accordance with the requirements of ERISA, other applicable law and this
Agreement.
(g) Fidelity Bond and Insurance. The Advisor shall maintain
for the period of the Agreement a fidelity bond meeting the requirements of
section 412 of ERISA (unless the Trustee acknowledges that the Advisor is exempt
from such requirements) and including its officers, directors and employees to
the extent so required. The Advisor will provide to ABRA and the Trustee within
twenty (20) business days of the effective date of this Agreement copies of all
insurance policies (including fiduciary, errors and omissions, and fidelity
bonds) that could cover or relate to the Subaccount, the Fund, the Trusts or the
Plans, and, upon request by the Trustee or ABRA, a certificate of coverage with
respect to any such policies. The Advisor will notify ABRA and the Trustee of
any material changes in such policies, which change affects the coverage of the
Advisor, within twenty (20) business days after the earlier of when such changes
are made or are effective.
(h) Brokerage Practices. In placing orders for the purchase
and sale of assets of the Subaccount in accordance with Subsection 4(c), the
Advisor shall act in accordance with the procedures with regard to brokerage
practices for the Subaccount, as described in Appendix D. The Advisor will make
its recommendations of brokers or dealers in accordance with its best judgment
and in a manner consistent with ERISA and other applicable law. The Advisor
shall recommend those brokers or dealers for inclusion on the Broker List using
its best judgment to choose the broker or dealer most capable of providing the
brokerage services necessary to obtain the "best available price and most
favorable execution." The Trustee recognizes that the Advisor may, in accordance
with Section 28(e) of the Securities Exchange Act of 1934, as amended, recommend
a broker or dealer who will charge a commission for effecting a securities
transaction that will exceed the amount of commission another broker or dealer
would have charged for effecting such transaction, where the Advisor has
determined in good faith that the amount of such commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer to, or for the benefit of, the Subaccount, viewed in terms of
either that particular transaction or such broker or dealer's overall
responsibilities with respect to the Subaccount.
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(i) Nondisclosure of Information. To the extent necessary for
the execution of this Agreement or to satisfy the requirements for disclosure to
participants or to meet the requirements of Sections 8 and 9, the Advisor shall
keep in strict confidence all information about the financial affairs of the
Subaccount. The Advisor may include information about the Subaccount in
aggregate information provided by the Advisor as long as the information is not
set out separately or in any other manner which would enable a third party to
determine the financial affairs of the Subaccount.
(j) Advisor's Potential Conflicts of Interest. The Advisor
(and any affiliate thereof) may engage in any other business or act as advisor
to or investment manager for any other person, even though it (or any affiliate
thereof) or such other person has, or may have, investment policies similar to
those followed by the Advisor with regard to the Subaccount. Nothing in this
Agreement shall prevent the Advisor (or any affiliate thereof) from buying or
selling, or from recommending or directing such other person to buy or sell, at
any time, securities of the same kind or class recommended by the Advisor to be
purchased or sold for the Subaccount. The Advisor shall be free from any
obligation to the Subaccount to recommend any particular investment opportunity
which comes to it. However, if the Advisor effects the purchase or sale of the
same securities for the Subaccount and other accounts at the same time that
orders are open for the Subaccount and the other accounts, the pricing of or
proceeds from such securities shall be allocated among the other accounts and
the Subaccount in a just and equitable manner.
(k) Valuation. At the request of the Trustee from time to
time, the Advisor shall provide pricing and valuation information with respect
to particular securities it has recommended for the Subaccount if the Trustee
has determined that such pricing and valuation information is not otherwise
reasonably available to the Trustee through standard pricing services.
5. Representations by the Trustee.
The Trustee represents and warrants that (a) there are no
restrictions or limitations on the Subaccount's investments imposed by
applicable law other than (i) those set forth in the Declaration of Trust, the
Fund Declaration, this Agreement, and Appendix C, as any of the same may be
amended from time to time and communicated to the Advisor, (ii) those provided
in ERISA, and (iii) any other investment restriction or limitation imposed by
law or regulation which in the Trustee's judgment is applicable to the
Subaccount and which is communicated by the Trustee to the Advisor; and (b)
disclosure to Plan participants contained in the Registration Statement
describing the Subaccount is accurate and prepared in accordance with the
requirements of Form S-1 under the Securities Act of 1933, as amended, except
that the Trustee makes no representation or warranty with respect to any
disclosure relating to the Advisor or its services with respect to the
Subaccount which the Advisor has prepared, approved in writing or has not
disapproved within five (5) business days following confirmed transmission by
facsimile, acceptable electronic transmission or overnight mail to a person
designated by the Advisor to review such disclosure.
6. Liability of the Advisor; Indemnification.
(a) Limitation of Liability of the Advisor. The Advisor shall
not be liable for any act or omission of any other person or entity exercising a
fiduciary responsibility, if such
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fiduciary responsibility has been allocated to such other person or entity in
accordance with this Agreement, the Declaration of Trust, the Fund Declaration,
the Plans or the Trusts, except to the extent that the Advisor has itself
violated its fiduciary responsibility or its obligations under this Agreement,
or except to the extent that applicable law (including ERISA) may expressly
provide otherwise.
(b) Indemnification.
(i) Indemnification of Advisor. To the extent permitted
by applicable law, the Trustee agrees to indemnify and hold harmless the
Advisor for losses, damages or expenses resulting from (A) actions taken
by the Advisor in reliance on information provided by the Trustee to the
Advisor in accordance with this Agreement, including but not limited to
the Trustee's operating requirements and cash availability information,
(B) actions omitted to be taken by the Advisor pursuant to instructions or
directions provided by the Trustee, and/or (C) valuation of the assets
held in the Subaccount, computation of unit values for the Subaccount by
the Trustee, or performance data and other financial information provided
by the Trustee to Subaccount participants except to the extent that the
Advisor has incorrectly reported or failed to report securities
transactions in the Subaccount to the Trustee as provided in this
Agreement and to the extent that any error in such valuation or
computation is due to prices or other information provided by the Advisor.
(ii) Indemnification of the Trustee. To the extent
permitted by applicable law, the Advisor agrees to indemnify and hold
harmless the Trustee for any losses, damages or expenses resulting from
(A) any recommendation of the Advisor or based on information provided by
the Advisor, (B) the Advisor's failure to provide correct and timely
information or to make recommendations on a timely basis as provided in
the Agreement, and (C) any disclosure relating to the Advisor or the
services provided by the Advisor with respect to the Subaccount which the
Advisor has prepared, approved in writing or has not disapproved within
five (5) business days following transmission by facsimile, acceptable
electronic transmission or overnight mail to a person designated by the
Advisor to review such disclosure; provided, however, that the Advisor
shall not be required to indemnify and hold harmless the Trustee to the
extent that such losses, damages or expenses result from an act or
omission of the Advisor with respect to which the Advisor not only has
used such care, skill, prudence and diligence as a reasonably prudent
person acting in like 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 this Agreement.
(iii) Advisor and Trustee Indemnification Procedures. If
the party seeking indemnification is either the Advisor or the Trustee,
such party shall promptly notify the indemnifying party of any claim,
action, suit or proceeding, or threat thereof, which may result in a claim
for indemnification. Upon such notification, the indemnifying party may,
at its option, undertake the conduct and cost of defending any such claim,
action, suit or proceeding and in such case shall have full control of
such defense, including but not limited to selection of counsel (provided
that such counsel must be reasonably acceptable to the party being
indemnified) and entry into settlement agreements (provided that any such
settlement agreement shall require the consent of the party being
indemnified, which consent
7
<PAGE>
shall not be unreasonably delayed or withheld). The Trustee or the
Advisor, as the indemnifying party, shall not be liable for any legal or
other expenses incurred in connection with any such defense that were not
specifically authorized by it; provided, however, if such indemnifying
party fails to undertake and prosecute vigorously the defense of any such
claim, action, suit or proceeding, it shall be liable for reasonable legal
and other expenses incurred by the party being indemnified.
(c) Indemnification of ABRA.
(i) Indemnification. To the extent permitted by
applicable law, the Advisor agrees to defend, indemnify and hold harmless
ABRA, its then present and former officers, directors and advisory
directors, the ABA, and its then present and former officers and Board of
Governors (the "Indemnified Persons") against any and all expenses
(including attorney's fees, judgments, fines, penalties, including any
civil penalties assessed under Section 502(l) of ERISA) and amounts paid
in settlement actually or reasonably incurred in connection with any
threatened, pending or current action, suit, proceeding or claim, whether
civil, criminal, administrative or otherwise, and the amount of any
adverse judgment entered against any of them and any reasonable expenses
attendant thereto by reason of any of the Advisor's acts or omissions in
connection with this Agreement. For the above defense, indemnity and hold
harmless provision to apply (i) the Indemnified Persons (or ABRA) shall
inform the Advisor promptly of any claims threatened or made against any
Indemnified Person, (ii) the Indemnified Persons shall cooperate fully
with the Advisor in responding to such threatened or actual claims and
(iii) any settlement agreement entered into by the Indemnified Persons
shall require the written approval of the Advisor, which approval shall
not be unreasonably withheld or delayed, and any settlement agreement
entered into by the Advisor shall require written approval, within the
time frame established by the Advisor, of the Indemnified Persons, which
approval shall not be unreasonably withheld.
(ii) Right to Counsel. The Indemnified Persons shall
have the right to employ counsel in their, its, his or her sole
discretion. Such Indemnified Persons shall be responsible for the expenses
of such separate counsel except as provided in Subsection 6(c) (iii). The
Advisor agrees to cooperate fully with the Indemnified Persons and their
separate counsel in responding to such threatened or actual claims.
(iii) Separate Counsel. The Indemnified Persons shall
have the right to reasonable expenses of separate counsel paid by the
Advisor provided that the Advisor shall not be liable for any legal or
other expenses incurred in connection with any such threatened claim or
defense that were not specially authorized by the Advisor in writing and
provided that the Advisor shall have received a written opinion reasonably
acceptable in form and substance to the Advisor of counsel reasonably
acceptable to the Advisor (and which counsel shall not represent or
otherwise be affiliated with any of the Indemnified Persons) that there
exists a material conflict of interest between one or more of the
Indemnified Persons and the Advisor in the conduct of the response to a
threatened claim or in the conduct of the defense of an actual claim, in
which event the Advisor shall be liable for the reasonable legal expenses
of each counsel whose appointment is necessary to resolve such conflict;
provided, however, the Advisor shall not be responsible for more than one
(1)
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<PAGE>
counsel for all Indemnified Persons and selection of such counsel shall be
reasonably acceptable to the Advisor.
(iv) Payment of Expenses. Expenses (including counsel
fees) specifically authorized by the Advisor and actually and reasonably
incurred by the Indemnified Persons in defending against or responding to
such threatened or actual claims as provided in (i) and (iii) of this
Subsection shall be paid as they are incurred. If an Indemnified Person is
reasonably required to bring any action to enforce rights or collect
monies due under Subsection 6(c) and is successful in such action, the
Advisor shall reimburse such Indemnified Person or its subrogee for
reasonable fees and expenses incurred in bringing and pursuing such
action.
(v) Supplemental Rights. Indemnification pursuant to
Subsection 6(c) is intended to be supplemental to any other rights to
indemnification available to the Indemnified Persons. Nothing herein shall
be deemed to diminish or otherwise restrict the Indemnified Persons'
rights to indemnification under law.
(vi) Third Party Beneficiaries. The Advisor
acknowledges that the Indemnified Persons are intended to be third-party
beneficiaries of Subsection 6(c).
7. Transactions Prohibited with Respect to the Advisor. The Advisor,
its officers, partners, directors, and affiliates, and each of them, shall not,
with respect to the Subaccount, (a) as a principal, purchase assets from or sell
assets to the Fund, (b) receive any compensation or fees with respect to the
Fund, other than the fees provided for in Appendix E, (c) engage in or recommend
any transaction involving or affecting the Fund that such person knows or should
know is a prohibited transaction under ERISA unless such transaction is exempt
under the applicable provisions of ERISA, or (d) direct delivery of securities
or payment to itself or direct any disposition of securities or cash from the
Subaccount except to the Trusts.
8. Reports and Meetings.
(a) Monthly Reports. At least monthly the Advisor shall render
to the Trustee and ABRA, or their designee, reports concerning its services
under this Agreement and the status of the Subaccount, based on the reporting
procedures set forth in Appendix F, including statements of investments in the
Subaccount.
(b) Meetings. The Advisor will meet with the Trustee and ABRA
and with such other persons as the Trustee or ABRA may designate on reasonable
notice and at reasonable times and locations, to discuss general economic
conditions, Subaccount performance, investment strategy and other matters
relating to the Subaccount.
(c) Reports Prior to Termination. On each day during the
period ten (10) business days prior to the effective date of the Advisor's
resignation or its removal under this Agreement by the Trustee (the "Termination
Date"), or on each day of such shorter period after which the Advisor has
received notice of its removal, the Advisor shall render to the Trustee and
ABRA, or their designee, a report of the current status of the Subaccount based
on the procedures set forth in Appendix F, including a statement of investments
in the Subaccount and on the day
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<PAGE>
immediately following the Termination Date, such report shall be rendered in
final form with respect to the status of the Subaccount, including a statement
of investments therein, as of the close of business on the Termination Date.
(d) Additional Reports. The Advisor shall furnish to the
Trustee and ABRA such additional reports and information as may be reasonably
requested by the Trustee or ABRA.
9. Accounting. The Advisor shall keep accurate and detailed records
concerning its services under this Agreement, including records of all
transactions effected and recommendations made during its performance of this
Agreement, and all such records shall be open to inspection at all reasonable
times by the Trustee and ABRA, or their designee, and by duly authorized
representatives of the Secretary of Labor and the Secretary of the Treasury
acting pursuant to their authority under ERISA and the Code, respectively, and
other appropriate regulatory authorities.
10. Advisor's Compensation. The amount and manner of payment of fees
payable by the Trustee to the Advisor for the Advisor's services under this
Agreement are set forth in Appendix E. The Advisor agrees that if it enters into
a fee schedule with any new non-eleemosynary client whose portfolio is advised
or managed under the same investment policies and objectives as the Subaccount,
and is similarly or smaller sized, for services which are similar to the
services provided under this Agreement and such fee schedule contains fees that
are less than the fees set forth in Appendix E, it will offer the same fee
schedule to the Trustee which shall have the right to require the amendment to
Appendix E to reflect that lower fee schedule.
11. Removal and Resignation.
(a) Removal of the Advisor. Upon written notice to the
Advisor, the Advisor may be removed by the Trustee. Any transaction for the
Subaccount authorized by the Trustee prior to the receipt by the Advisor of the
notice shall be consummated and the Advisor shall not recommend any transaction
for the Subaccount subsequent to the receipt of the notice.
(b) Resignation of the Advisor. The Advisor may resign under
this Agreement upon sixty (60) days' prior written notice to the Trustee. The
Advisor shall concurrently advise ABRA in writing of such resignation and the
effective date thereof.
(c) Termination of Obligations. The respective obligations of
the Advisor and the Trustee under Section 6 of the Agreement shall survive any
such removal or resignation.
12. Termination, Amendment or Modification. The provisions of this
Agreement may not be terminated, changed, modified, altered, or amended in any
respect except in a writing signed by the parties.
13. Definitions. As used herein, the following terms shall have the
meanings ascribed to them in the following sections of this Agreement:
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<PAGE>
Term Defined Section
------------ -------
ABA Members Collective Trust Introduction
ABA Members Plans Introduction
ABRA Introduction
Advisers Act 2
Advisor Introduction
Advisor's Amendment 4 (c) (i)
Advisor's Recommendation 4 (c) (ii)
Agreement Introduction
Authorized Transaction 4 (c) (iii)
Broker List 4 (c) (i)
business day 2
Code Introduction
Declaration of Trust Introduction
ERISA 2
Fund Introduction
Fund Declaration 4 (b)
Indemnified Persons 6 (c) (i)
Plans Introduction
State Street Introduction
Subaccount Introduction
Suggested Response 4 (e)
Termination Date 8 (c)
Trustee Introduction
Trustee's Response 4 (c) (ii)
Trustee's Rejection 4 (e)
Trusts Introduction
Valid Notice 4 (c) (v)
14. Governing Law. This Agreement shall be construed and enforced
according to the laws of The Commonwealth of Massachusetts and, to the extent of
any federal preemption, the laws of the United States of America.
15. Binding upon Successors. This Agreement shall be binding upon
and enforceable by the successors to the parties hereto.
16. Assignment. The Advisor may not assign this Agreement (including
for this purpose any assignment within the meaning of the Advisers Act), or any
rights or responsibilities hereby created, without the prior written consent of
the Trustee, which consent may be withheld by the Trustee in its sole
discretion; however, the parties may amend this Agreement from time to time in
accordance with Section 12.
17. Notices. Written notices shall be deemed effective with respect
to a party upon delivery to such party at the address set forth below or to such
other address as may be provided in writing from time to time by such party.
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To the Advisor: Capital Guardian Trust Company
333 South Hope Street
51st Floor
Los Angeles, California 90071
Attention: Treasurer
Telecopier: (213) 486-9217
To the Trustee: State Street Bank and Trust Company
Batterymarch Park III
Three Pine Hill Drive
Quincy, Massachusetts 02169
Attention: ABRA Division Head
Telecopier: (617) 985-9406 or 985-7148
If by mail, to: State Street Bank and Trust Company
Post Office Box 1389
Boston, Massachusetts 02104
Attention: ABRA Division Head
18. Oral Communications. Oral communications between the parties to
this Agreement shall be effective hereunder only to the extent specifically
authorized herein. By its execution of this Agreement, each of the parties
hereto acknowledges that the other party may record any such oral communications
and consents to any such recording. All oral communications shall be confirmed
in writing, except that if an oral communication is recorded such recording
shall be controlling and no written confirmation shall be required.
19. Authority. The parties to this Agreement represent,
respectively, that they have duly authorized the execution, delivery and
performance of this Agreement and that neither such execution and delivery nor
the performance of their obligations hereunder conflict with or violate any
provision of law, rule or regulation, or any instrument to which either is a
party or to which any of their respective properties are subject and that this
Agreement is a valid and binding obligation.
20. Authorized Representative of the AdvThe Advisor from time to
time shall by written notice certify to the Trustee the name of the person or
persons authorized to act on behalf of the Advisor. Any person so certified
shall be deemed to be the authorized representative of the Advisor. The Advisor
shall give written notice to the Trustee when any person so certified ceases to
have the authority to act on behalf of the Advisor, but such revocation of
authority shall not be valid until the notice is received by the Trustee. The
Advisor will notify the Trustee in writing of any significant changes in the
officers of the Advisor and any changes in the personnel of the Advisor
responsible for providing investment advice with respect to the assets of the
Subaccount within twenty (20) business days after such change.
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IN WITNESS WHEREOF, the parties have executed this Agreement on June __,
1997 with an effective date of June 30, 1997 (unless otherwise agreed).
STATE STREET BANK AND TRUST
COMPANY
Attest: By:
------------------------ --------------------------------
Name: Name:
Title: Title:
CAPITAL GUARDIAN TRUST COMPANY
Attest: By:
------------------------ --------------------------------
Name: Name:
Title: Title:
13
INVESTMENT ADVISOR AGREEMENT
This INVESTMENT ADVISOR AGREEMENT (the "Agreement") is effective as of
close of business June 13, 1997 (or such other date as is agreed in writing) by
and between STATE STREET BANK AND TRUST COMPANY, a trust company organized under
the laws of the Commonwealth of Massachusetts ("State Street") and BANKERS TRUST
COMPANY, a New York Banking Corporation (the "Advisor").
WHEREAS the American Bar Association Members Retirement Trust and the
American Bar Association Members Pooled Trust for Retirement Plans (collectively
referred to as the "Trusts"), for which State Street acts as trustee, are
maintained pursuant to agreements between the American Bar Retirement
Association ("ABRA") and State Street for the purpose of funding the American
Bar Association Members Retirement Plan, the American Bar Association Members
Defined Benefit Pension Plan (the "ABA Members Plans") and other employee
benefit plans, as adopted by eligible individuals, organizations, partnerships,
corporations or associations (each such individual employee benefit plan being
referred to as a "Plan" and collectively as the "Plans"), which Plans must meet
the requirements for qualification under Section 401 of the Internal Revenue
Code of 1986, as amended and in effect from time to time (the "Code");
WHEREAS, certain assets of the Trusts have previously been invested in a
Separate Account established by The Equitable Life Assurance Society of the
United States ("Equitable"), known as Separate Account Number 100 (the "Separate
Account"), pursuant to a group annuity contract between Equitable and the former
trustees of the Trusts;
WHEREAS, such assets have been withdrawn from the Separate Account and
have been deposited in a collective investment fund, known as the GROWTH EQUITY
FUND (the "Fund"), established under the American Bar Association Members/State
Street Collective Trust (the "ABA Members Collective Trust") established by
State Street, as trustee (the "Trustee"), pursuant to the Declaration of Trust
dated August 8, 1991, as amended and in effect from time to time (the
"Declaration of Trust");
WHEREAS, the Fund is established under a group trust maintained by the
Trustee and is exempt from tax pursuant to Revenue Ruling 81-100;
WHEREAS, the Trustee desires to retain the Advisor to act as its
investment advisor to assist the Trustee in managing such assets of the Fund as
the Trustee may designate from time to time in writing to the Advisor (the
"Subaccount") by making recommendations to the Trustee with respect to the
investment and reinvestment of the assets in the Subaccount; and
WHEREAS the parties desire to set forth, among other things, the duties,
terms and conditions under which the Advisor will carry out such advisory
functions and the Trustee will perform certain of its functions with respect to
managing and administering the Subaccount and the Fund;
<PAGE>
NOW THEREFORE, in consideration of the promises and mutual covenants
contained in this Agreement, it is agreed as follows:
1. Appointment of the Advisor. The Advisor is hereby appointed and
employed as investment advisor to the Trustee to assist the Trustee in its
management of such assets of the Fund as are held in the Subaccount from time to
time. The Advisor shall provide investment advice and recommendations and shall
render certain other related services to or on behalf of the Trustee, all in
accordance with the terms and conditions of this Agreement.
2. Acceptance by the Advisor. The Advisor hereby accepts such appointment
and employment and acknowledges that, (a) with respect to the assets in the
Subaccount, it is a fiduciary, as defined in the Employee Retirement Income
Security Act of 1974, as amended and in effect from time to time ("ERISA"), with
respect to the Trusts and the Plans and (b) no person employed by, or associated
with the Advisor is a trustee or administrator of, or an employer of anyone
covered by, any Plan. The Advisor represents that it is registered, or exempt
from registration, under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and that it is in the business of acting as a fiduciary with
respect to assets of various retirement plans and trusts. The Advisor agrees and
covenants that, to the extent permitted by the relevant governmental agency, it
will notify ABRA within ten (10) business days of: (V) any change in its
registration status under the Advisers Act; (W) the receipt of any formal notice
of the commencement of any proceeding by any governmental agency to take any
action which would change its registration status under the Advisers Act; (X)
formal notice by any governmental agency of the intent to place material
limitations on the activities of the Advisor's Global Investment Management unit
("GIM"); (y) formal notice by any governmental agency that it intends to begin
an investigation of GIM that is outside the scope of routine investigations that
such agency conducts from time to time of businesses engaged in the same or
similar activities as GIM; or (Z) formal notice by any governmental agency that
it has identified an area of material non-compliance or other concern of a
material nature in the course of any investigation of GIM, which area or concern
could reasonably be expected to result in a sanction or material limitation
being imposed on GIM. ABRA agrees to keep in strict confidence any information
provided by the Advisor pursuant to this Section 2, except to the extent such
information: is publicly available; is required to be disclosed by ABRA to
regulatory authorities or governmental agencies with jurisdiction over its
activities; or is required to be disclosed by court order or decree or
applicable law. The Advisor agrees and covenants that it will notify the Trustee
within ten (10) business days of (V) any change of its status under the Advisers
Act, (W) the receipt of formal notice of the commencement of any proceeding by
any governmental agency to take any action which would change its status under
the Advisers Act, (X) notice by any governmental agency of the intent to place
material limitations on the index equity management activities of the Advisor,
(to the extent such notice is permitted by such governmental agency), (Y) notice
by any governmental agency that it intends to begin an investigation of the
Advisor's index equity management activities that is outside of the scope of
routine investigations that such agency conducts from time to time of businesses
engaged in the same or similar activities as the Advisor, (to the extent such
notice is permitted by such governmental agency) or (Z) notice by any
governmental agency that it has identified an area of material non-compliance or
other concern of a material nature in the course of any investigation of the
Advisor's index equity
2
<PAGE>
management activities (to the extent such notice is permitted by such
governmental agency). Throughout this Agreement, the term "business day" shall
mean any day in which the New York Stock Exchange is open for trading and on
which the Trustee's principal office is open for business.
3. Definition of Subaccount. The Subaccount for which the Advisor has been
appointed to render investment advice and certain other services is designated
as Subaccount A and consists of the assets set forth in Appendix A. The Trustee
may change the composition of or the amount of assets included within the
Subaccount, by amending Appendix A, after written notice to the Advisor and
ABRA.
4. The Advisor's Services.
(a) Investment Process. The Advisor shall make timely
recommendations to the Trustee as to how the Trustee should invest and reinvest
the assets of the Subaccount and, in that connection, may recommend that the
Trustee purchase, sell or otherwise invest the assets of the Subaccount on the
terms and conditions recommended by the Advisor in a manner consistent with the
provisions of this Agreement. The manner and procedures for effecting any such
purchases, sales or investments are set forth in Subsection 4(c) below. From
time to time at the request of the Trustee, the Advisor shall consult with the
Trustee on a timely basis with respect to any recommendation made by the Advisor
or otherwise with respect to the investment of the assets of the Subaccount.
(b) Compliance With Policies and Other Requirements. In providing
its investment advice and other related services, the Advisor shall act in
accordance with the investment objectives and policies for the Fund as set forth
in the Fund Declaration pursuant to which the Fund is established and
maintained, as the same may be amended from time to time by the Trustee (the
"Fund Declaration"), a copy of which is attached hereto as Appendix B, and in
accordance with any additional investment objectives and policies that have been
established by the Trustee for the Subaccount as set forth in Appendix C, as the
same may be amended from time to time by the Trustee and provided to the
Advisor. In providing its investment advice and other related services under
this Agreement, the Advisor shall comply with all of the Trustee's reasonable
operating requirements as the same may be communicated in writing by the Trustee
to the Advisor from time to time. The Advisor shall comply with any changes to
such operating requirements that the Trustee may make from time to time within a
period of time reasonably specified by the Trustee (or if none is specified,
within a reasonable time period) after notice of such changes is communicated in
writing by the Trustee to the Advisor.
(c) Recommendation Procedures. The Advisor shall place orders or
otherwise give instructions with respect to the investment of the assets in the
Subaccount only after prior notification to and approval by the Trustee in
accordance with the provisions of this Subsection 3(c). Except in accordance
with the following provisions, the Advisor shall have no authority to place
orders for the execution of transactions involving assets of the Subaccount or
to give instructions to the Trustee with respect thereto:
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(i) Effecting Transactions.
(A) Broker List.On or prior to the first business day of each
month, the Trustee shall consider brokers recommended by the Advisor
and shall approve, to the extent deemed appropriate by the Trustee,
a list of not more than one hundred (100) brokers through whom
transactions with respect to the assets in the Subaccount may be
effected during the following month (the "Broker List"). From time
of time by means of Valid Notice (as defined below), the Advisor may
request an amendment (the "Advisor's Amendment") to the Broker List.
The Trustee shall exercise reasonable efforts to notify the Advisor
whether or not the Trustee authorizes the Advisor's Amendment to the
Broker List by means of Valid Notice within one (1) complete
business day (i.e., not later than the same time of day on the next
business day) following its receipt of the Advisor's Amendment and
if the Trustee does not so notify the Advisor, then the Advisor's
Amendment shall be deemed to be approved at the conclusion of such
one business day period. The Trustee may effect an amendment to the
Broker List at any time upon Valid Notice to the Advisor.
(B) Internal Trading. In lieu of effecting transactions
through brokers, the Advisor may effect transactions between the
Subaccount and (a) other passive or model-driven pooled funds or
accounts or (b) accounts for which the Advisor has been authorized
to restructure all or a portion of the portfolio into an indexed
account or with respect to which the Advisor has been authorized to
act as an advisor in connection with a specific liquidating or
restructuring program (such transactions hereinafter referred to as
'Cross-Trades"), provided that the Advisor shall seek the most
efficient execution with no market impact for each Cross-Trade at
the time such trade is made. Securities purchased or sold in
Cross-Trades shall be allocated on a pro-rata basis (in accordance
with aggregate account size across all accounts participating in
Cross-Trades with respect to such security on such date. Each
Cross-Trade shall be effected at a price determined pursuant to
guidelines established in accordance with requirements of the
Securities and Exchange Commission applicable to similar
transactions between registered investment companies and their
affiliates and the Advisor shall provide the Trustee with a copy of
such procedures employed by the Advisor (as in effect from time to
time), which the Trustee shall approve or disapprove by means of
Valid Notice. Notwithstanding the foregoing, the Advisor shall not
effect any Cross-Trade unless and until the Trustee has approved the
applicable procedures as contemplated in the foregoing sentence and
the Advisor shall effect any Cross-Trade if, and only if, such
Cross-Trade is eligible for, and satisfies all of the conditions (or
reasonably anticipated conditions) of, a prohibited transaction
exemption issued (or reasonable anticipated to be issued with
retroactive effect) to the Advisor by the U.S. Department of Labor
pursuant to Section 408(a) of ERISA (the "BT Cross-Trading
Exemption").
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(ii) Index Recommendations.
(A) Index Listing. Prior to execution of this Agreement, the
Advisor has provided to the Trustee a list of all of the securities
included in the index designated in the investment objectives and
policies for the Subaccount included in Appendix C, marked to
reflect the restrictions or limitations designated by the Trustee
(the "Index Listing"). The Index Listing shall contain the name of
the issuer of the security and a description of the security (e.g.
"common stock"). Upon any proposed change to the Index Listing, the
Advisor shall provide a revised Index Listing to the Trustee for
approval. The Trustee shall exercise reasonable efforts to notify
the Advisor whether or not the Trustee approves the revised Index
Listing by means of Valid Notice within one (1) complete business
day (i.e., not later than the same time of day of the next business
day) following its receipt of the revised Index Listing and if the
Trustee does not respond to the Advisor within such one business day
period, then the revised Index Listing shall be deemed to be
approved.
(B) Rebalancing Process. The Trustee has determined that the
portfolio of securities in the Subaccount should be rebalanced only
upon the occurrence of the following events (each, a "Rebalancing
Event"): (i) changes to the Index Listing, (ii) a net contribution
or withdrawal to the Subaccount with a value that equals or exceeds
one percent (1%) of the fair market value of the Subaccount, and
(iii) maintenance of cash in the Subaccount with a value that
exceeds one half of one percent (0.5%) of the fair market value of
the Subaccount. Upon the effectiveness of this Agreement and upon
the occurrence of any Rebalancing Event, the Advisor shall utilize
its proprietary technology to generate a recommendation for the
optimum portfolio holdings of the Subaccount, consistent with the
tracking error and other investment policies and objective of the
Subaccount, and shall generate a list of proposed purchase and sale
transactions (in percentages) to be effected on behalf of the
Subaccount to achieve such optimization, (together with lists of the
assets of the Subaccount (and relative percentages of total
holdings) prior to such proposed transactions and after such
transactions (assuming all proposed transactions were effected,
provided there is no obligation to effect all such transactions)
(collectively, the three lists referred to hereinafter as the
"Buy/Sell List"). The Advisor shall provide the Buy/Sell List to the
Trustee for approval. The Trustee shall exercise reasonable efforts
to notify the Advisor whether or not the Trustee approves the
Buy/Sell List by means of Valid Notice within one (1) hour following
its receipt of the revised Index Listing and if the Trustee does not
respond to the Advisor within such one-hour period and the Buy/Sell
List contains only securities that are already held in the
Subaccount, then the revised Index Listing shall be deemed to be
approved; provided, however, that if the Buy/Sell List is received
by the Trustee after 4:00 p.m. Eastern time on any business day,
then such one-hour period shall be extended so that is expires at
9:00 a.m. Eastern time on the next succeeding business day. If the
Buy/Sell List contains any security that is not already held in the
Subaccount, then such security shall be specifically identified by
the Adviser and
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such Buy/Sell List shall be submitted for approval in accordance
with the "real-time" recommendation procedures set forth in Section
4(c)(ii)(C) below. Notwithstanding the foregoing, with respect to
the first Buy/Sell List generated on or after the date of this
Agreement, the Trustee shall exercise reasonable efforts to notify
the Adviser whether or not the Trustee approves the Buy/Sell List by
means of Valid Notice delivered as soon as practicable and there
shall be no deemed approval with respect to such initial Buy/Sell
List.
(C) Additional Real-Time Recommendations. From time to time by
means of Valid Notice, the Advisor may also make recommendations as
to proposed transactions with respect to the assets in the
Subaccount, without regard to whether such recommendations are
consistent with the then effective Index Listing (the "Advisor's
Recommendation"). The Advisor's Recommendation shall (A) be directed
to the employee or employees of the Trustee designated for such
purpose by the Trustee from time to time by Valid Notice and (B)
describe the transaction being recommended by the Advisor in such
detail and specificity as the Trustee may reasonably require. For
this purpose, if the transaction is to be effected at the market
price on the applicable exchange of trading system, a statement to
such effect shall be sufficient to describe the proposed sale or
purchase price. The Trustee shall exercise reasonable efforts to
notify the Advisor by means of Valid Notice whether or not the
Trustee authorizes the transaction recommended in the Advisor's
Recommendation (the "Trustee's Response"). The Trustee shall
exercise reasonable efforts to deliver the Trustee's Response within
two (2) hours following its receipt of the Advisor's Recommendation
and if the Trustee does not deliver the Trustee's Response to the
Advisor within such two-hour period, then the transaction or
transactions recommended in the Advisor's Recommendation shall be
deemed to be approved; provided, however, that if the Advisor's
Recommendation is received by the Trustee after 4:00 p.m. Eastern
time on any business day, then such two-hour period shall be
extended so that it expires at 10:00 a.m. Eastern time on the next
succeeding business day.
(iii) Authorized Transactions. A transaction shall become an
"Authorized Transaction" when it is (A) included on a Buy/Sell List that
has been approved or deemed approved pursuant to Section 4(c)(ii)(B), or
(B) approved or deemed approved pursuant to Section 4(c)(ii)(C). The
designation of a transaction as an Authorized Transaction hereunder shall
be binding against the Trustee and the Authorized Transaction shall remain
validly approved and authorized until the earlier of (Y) the time that it
is expressly countermanded by Valid Notice from the Trustee to the Advisor
or (Z) at the end of the twentieth (20th) business day following its
designation as an Authorized Transaction.
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(iv) Investment Authority. With respect to any Authorized
Transaction, the Advisor may take any and all action necessary or
desirable to effect such Authorized Transaction, including but not limited
to (A) placing an order with a broker named in the Broker List for the
execution of the Authorized Transaction and (B) issuing to the Trustee
such instructions as may be appropriate in connection with the settlement
of such Authorized Transaction.
(v) Valid Notice. "Valid Notice" shall mean (A) written notice or
communication, which may be made by facsimile or by electronic
transmission in a format and method reasonably acceptable to the Trustee,
or (B) oral notice or communication that is recorded by the Trustee or the
Advisor and is available for subsequent verification.
(d) Custody of Assets and Confirmation of Transactions. To the
extent required by applicable law, the Advisor shall direct that all securities
purchased and the proceeds from the sale of securities for the Subaccount be
delivered to the Trustee, unless otherwise directed by the Trustee. The Advisor
shall direct any broker effecting a transaction with respect to the assets of
the Subaccount to send the Trustee a duplicate copy of any confirmation of any
such transaction, except that the Advisor may make other arrangements (which are
reasonably satisfactory to the Trustee) for the Trustee to receive such
duplicate confirmations or comparable information acceptable to the Trustee.
(e) Communications Regarding Investment Securities. The Trustee
shall send, or cause to be sent, on a timely basis, copies of all communications
(including but not limited to proxy statements, tender offers and class action
communications) from or relating to companies, the securities or other
instruments of which are held in the Subaccount, to the Advisor. The Advisor
shall be responsible for making a recommendation to the Trustee, in such detail
and specificity as the Trustee may reasonably require, as to the appropriate
response to such communications (the "Suggested Response"). Such Suggested
Response shall be made by the Advisor by Valid Notice, at least one (1) complete
business day (i.e., not later than the same time of day or the next business
day) prior to the deadline for such response. Such Suggested Response shall be
directed to the employee or employees of the Trustee designated for such purpose
by the Trustee from time to time by Valid Notice. If the Trustee decides not to
follow the Suggested Response, it shall so notify the Advisor by Valid Notice
("the Trustee's Rejection") not later than the earlier of one (1) complete
business day (i.e., not later than the same time of day or the next business
day) following its receipt of the Suggested Response or two (2) hours before the
response deadline. Failure by the Trustee to give the Trustee's Rejection to the
Advisor within such period shall constitute the Trustee's approval of the
Suggested Response, and shall constitute authorization to the Advisor to (i)
take such action as is appropriate to effect the Suggested Response and (ii)
issue to the Trustee such instructions as may be appropriate in connection with
effecting the Suggested Response.
(f) Advisor's Duty of Care. The Advisor shall discharge its duties
with respect to the Subaccount solely in the interests of the participants in
the Plans and their
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beneficiaries with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in like capacity and
familiar with such matters would use in the conduct of an enterprise of like
character and with like aims. The Advisor shall not be responsible for the
operation or administration of the Trusts or the Plans. The Advisor shall have
no investment advisory responsibilities with respect to the Subaccount other
than those expressly provided in this Agreement. The Advisor shall discharge its
duties in accordance with the requirements of ERISA, other applicable law and
this Agreement.
(g) Fidelity Bond and Insurance. The Advisor shall maintain for the
period of the Agreement a fidelity bond meeting the requirements of section 412
of ERISA (unless the Trustee acknowledges that the Advisor is exempt from such
requirements) and including its officers, directors and employees to the extent
so required. The Advisor will provide to ABRA and the Trustee within twenty (20)
business days of the effective date of this Agreement copies of all certificates
of insurance (including fiduciary, errors and omissions, and fidelity bonds)
that could cover or relate to the Subaccount, the Fund, the Trusts or the Plans.
On an annual basis, the Advisor will provide copies of updated insurance
certificates and the Advisor will notify ABRA and the Trustee of any material
changes in such policies.
(h) Brokerage Practices. In placing orders for the purchase and sale
of assets of the Subaccount in accordance with Subsection 4(c), the Advisor
shall act in accordance with the procedures with regard to brokerage practices
for the Subaccount, as described in Appendix D. The Advisor will make its
recommendations of brokers or dealers in accordance with its best judgment and
in a manner consistent with ERISA and other applicable law. The Advisor shall
recommend those brokers or dealers for inclusion on the Broker List using its
best judgment to choose the broker or dealer most capable of providing the
brokerage services necessary to obtain the "best available price and most
favorable execution." The Trustee recognizes that the Advisor may, in accordance
with Section 28(e) of the Securities Exchange Act of 1934, as amended, recommend
a broker or dealer who will charge a commission for effecting a securities
transaction that will exceed the amount of commission another broker or dealer
would have charged for effecting such transaction, where the Advisor has
determined in good faith that the amount of such commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer to, or for the benefit of, the Subaccount, viewed in terms of
either that particular transaction or such broker or dealer's overall
responsibilities with respect to the Subaccount.
(i) Nondisclosure of Information. Other than the extent necessary
for the execution of this Agreement or to satisfy the requirements for
disclosure to participants or to meet the requirements of Sections 8 and 9, the
Advisor shall keep in strict confidence all information about the financial
affairs of the Subaccount; provided, however, that (i) the Advisor may include
information about the Subaccount in aggregate information provided by the
Advisor as long as the information is not set out separately or in any other
manner which would enable a third party to determine the financial affairs of
the Subaccount; and (ii) the Advisor may disclose information to regulatory
authorities or governmental agencies with jurisdiction over the Advisor's
activities, or if required by court order or decree or applicable law.
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(j) Advisor's Potential Conflicts of Interest. The Advisor (and any
affiliate thereof) may engage in any other business or act as advisor to or
investment manager for any other person, even though it (or any affiliate
thereof) or such other person has, or may have, investment policies similar to
those followed by the Advisor with regard to the Subaccount. Nothing in this
Agreement shall prevent the Advisor (or any affiliate thereof) from buying or
selling, or from recommending or directing such other person to buy or sell, at
any time, securities of the same kind or class recommended by the Advisor to be
purchased or sold for the Subaccount. The Advisor shall be free from any
obligation to the Subaccount to recommend any particular investment opportunity
which comes to it. However, if the Advisor effects the purchase or sale of the
same securities for the Subaccount and other accounts at the same time that
orders are open for the Subaccount and the other accounts, the pricing of or
proceeds from such securities shall be allocated among the other accounts and
the Subaccount according to a process or procedure reasonably designed to
achieve a just and equitable allocation.
(k) Valuation. At the request of the Trustee from time to time, the
Advisor shall provide pricing and valuation information with respect to
particular securities it has recommended for the Subaccount if the Trustee has
determined that such pricing and valuation information is not otherwise
reasonably available to the Trustee through standard pricing services.
5. Representations by the Trustee.
The Trustee represents and warrants that (a) there are no restrictions or
limitations on the Subaccount's investments imposed by applicable law other than
(i) those set forth in the Declaration of Trust, the Fund Declaration, this
Agreement, and Appendix C, as any of the same may be amended from time to time
and communicated to the Advisor, (ii) those provided in ERISA, and (iii) any
other investment restriction or limitation imposed by law or regulation which in
the Trustee's judgment is applicable to the Subaccount and which is communicated
by the Trustee to the Advisor; and (b) disclosure to Plan participants contained
in the Registration Statement describing the Subaccount is accurate and prepared
in accordance with the requirements of Form S-1 under the Securities Act of
1933, as amended, except that the Trustee makes no representation or warranty
with respect to any disclosure relating to the Advisor or its services with
respect to the Subaccount which the Advisor has prepared, approved in writing or
has not disapproved within five (5) business days following confirmed
transmission by facsimile, acceptable electronic transmission or overnight mail
to a person designated by the Advisor to review such disclosure.
6. Liability of the Advisor; Indemnification.
(a) Limitation of Liability of the Advisor. The Advisor shall not be
liable for any act or omission of any other person or entity including any other
person or entity, exercising a fiduciary responsibility, if such fiduciary
responsibility has been allocated to such other person or entity in accordance
with this Agreement, the Declaration of Trust, the Fund Declaration, the Plans
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or the Trusts, except to the extent that the Advisor has itself violated its
fiduciary responsibility or its obligations under this Agreement, or except to
the extent that applicable law (including ERISA) may expressly provide
otherwise.
(b) Indemnification.
(i) Indemnification of Advisor. To the extent permitted by
applicable law, the Trustee agrees to indemnify and hold harmless the
Advisor for losses, damages or expenses resulting from (A) actions taken
by the Advisor in reliance on information provided by the Trustee to the
Advisor in accordance with this Agreement, including but not limited to
the Trustee's operating requirements and cash availability information,
(B) actions omitted to be taken by the Advisor pursuant to instructions or
directions provided by the Trustee, and/or (C) valuation of the assets
held in the Subaccount, computation of unit values for the Subaccount by
the Trustee, or performance data and other financial information provided
by the Trustee to Subaccount participants except to the extent that the
Advisor has incorrectly reported or failed to report securities
transactions in the Subaccount to the Trustee as provided in this
Agreement and to the extent that any error in such valuation or
computation is due to prices or other information provided by the Advisor.
(ii) Indemnification of the Trustee. To the extent permitted
by applicable law, the Advisor agrees to indemnify and hold harmless the
Trustee for any losses, damages or expenses resulting from (A) any
recommendation of the Advisor or based on information provided by the
Advisor, (B) the Advisor's failure to provide correct and timely
information or to make recommendations on a timely basis as provided in
the Agreement, and (C) any disclosure relating to the Advisor or the
services provided by the Advisor with respect to the Subaccount which the
Advisor has prepared, approved in writing or has not disapproved within
five (5) business days following transmission by facsimile, acceptable
electronic transmission or overnight mail to a person designated by the
Advisor to review such disclosure; provided, however, that the Advisor
shall not be required to indemnify and hold harmless the Trustee to the
extent that such losses, damages or expenses result from an act or
omission of the Advisor with respect to which the Advisor has used such
care, skill, prudence and diligence as a reasonably prudent person acting
in like capacity and familiar with such matters would use in the conduct
of an enterprise of like character and with like aims, and which act or
omission is not in violation of this Agreement, and (D) any failure by the
Advisor to obtain or comply fully with the BT Cross-Trading Exemption or
any Cross-Trade that is not covered by such exemption
(iii) Advisor and Trustee Indemnification Procedures. If the
party seeking indemnification is either the Advisor or the Trustee, such
party shall promptly notify the indemnifying party of any claim, action,
suit or proceeding, or threat thereof, which may result in a claim for
indemnification. Upon such notification, the indemnifying party may, at
its option, undertake the conduct and cost of defending any such claim,
action, suit or
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proceeding and in such case shall have full control of such defense,
including but not limited to selection of counsel (provided that such
counsel must be reasonably acceptable to the party being indemnified) and
entry into settlement agreements (provided that any such settlement
agreement shall require the consent of the party being indemnified, which
consent shall not be unreasonably delayed or withheld). The Trustee or the
Advisor, as the indemnifying party, shall not be liable for any legal or
other expenses incurred in connection with any such defense that were not
specifically authorized by it; provided, however, if such indemnifying
party fails to undertake and prosecute vigorously the defense of any such
claim, action, suit or proceeding, it shall be liable for reasonable legal
and other expenses incurred by the party being indemnified.
(c) Indemnification of ABRA.
(i) Indemnification. To the extent permitted by applicable
law, the Advisor agrees to defend, indemnify and hold harmless ABRA, its
then present and former officers, directors and advisory directors, the
ABA, and its then present and former officers and Board of Governors (the
"Indemnified Persons") against any and all expenses (including attorney's
fees, judgments, fines, penalties, including any civil penalties assessed
under Section 502(l) of ERISA) and amounts paid in settlement actually or
reasonably incurred in connection with any threatened, pending or current
action, suit, proceeding or claim, whether civil, criminal, administrative
or otherwise, and the amount of any adverse judgment entered against any
of them and any reasonable expenses attendant thereto resulting from any
of the Advisor's acts or omissions in connection with this Agreement. For
the above defense, indemnity and hold harmless provision to apply (i) the
Indemnified Persons (or ABRA) shall inform the Advisor promptly of any
claims threatened or made against any Indemnified Person, (ii) the
Indemnified Persons shall cooperate fully with the Advisor in responding
to such threatened or actual claims and (iii) any settlement agreement
entered into by the Indemnified Persons shall require the written approval
of the Advisor, which approval shall not be unreasonably withheld or
delayed, and any settlement agreement entered into by the Advisor shall
require written approval, within the time frame established by the
Advisor, of the Indemnified Persons, which approval shall not be
unreasonably withheld.
(ii) Right to Counsel. The Indemnified Persons shall have the
right to employ counsel in their, its, his or her sole discretion. Such
Indemnified Persons shall be responsible for the. expenses of such
separate counsel except as provided in Subsection 6(c)(iii). The Advisor
agrees to cooperate fully with the Indemnified Persons and their separate
counsel in responding to such threatened or actual claims.
(iii) Separate Counsel. With respect to any Claims described in
Section 6(c)(i), the Indemnified Persons shall have the right to
reasonable expenses of separate counsel paid by the Advisor provided that
the Advisor shall not be liable for any legal or other expenses incurred
in connection with any such threatened claim or defense that were not
specially authorized by the Advisor in writing and provided that the
Advisor shall have received a written opinion reasonably acceptable in
form and substance to the Advisor of counsel
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reasonably acceptable to the Advisor (and which counsel shall not
represent or otherwise be affiliated with any of the Indemnified Persons)
that there exists a material conflict of interest between one or more of
the Indemnified Persons and the Advisor in the conduct of the response to
a threatened claim or in the conduct of the defense of an actual claim, in
which event the Advisor shall be liable for the reasonable legal expenses
of each counsel whose appointment is necessary to resolve such conflict;
provided, however, the Advisor shall not be responsible for more than one
(1) counsel for all Indemnified Persons and selection of such counsel
shall be reasonably acceptable to the Advisor.
(iv) Payment of Expenses. Expenses (including counsel fees)
specifically authorized by the Advisor and actually and reasonably
incurred by the Indemnified Persons in defending against or responding to
such threatened or actual claims as provided in (i) and (iii) of this
Subsection shall be paid as they are incurred. If an Indemnified Person is
reasonably required to bring any action to enforce rights or collect
monies due under Subsection 6(c) and is successful in such action, the
Advisor shall reimburse such Indemnified Person or its subrogee for
reasonable fees and expenses incurred in bringing and pursuing such
action. Notwithstanding the foregoing, if there is a final determination
that any Claim for which the Advisor has paid amounts pursuant to this
Section 6(c)(iv) is not by reason of the Advisor's failure to use such
care, prudence and diligence as a reasonably prudent person acting in like
capacity and familiar with such matters would use in an enterprise of like
character and with like aims or the Advisor's breach of this Agreement,
then each Indemnified Person who received any such payment shall refund
the amount thereof to the Advisor; provided, however, that no such refund
shall be made in respect of any expense (other than expenses incurred
under Section 6(c)(iii)) incurred by the Advisor in connection with any
claim in which it is named as a party.
(v) Supplemental Rights. Indemnification pursuant to
Subsection 6(c) is intended to be supplemental to any other rights to
indemnification available to the Indemnified Persons. Nothing herein shall
be deemed to diminish or otherwise restrict the Indemnified Persons'
rights to indemnification under law.
(vi) Third Party Beneficiaries. The Advisor acknowledges
that the Indemnified Persons are intended to be third-party beneficiaries
of Subsection 6(c).
7. Transactions Prohibited with Respect to the Advisor. The Advisor, its
officers, partners, directors, and affiliates, and each of them, shall not, with
respect to the Subaccount, (a) as a principal, purchase assets from or sell
assets to the Fund, (b) receive any compensation or fees with respect to the
Fund, other than the fees provided for in Appendix E, (c) engage in or recommend
any transaction involving or affecting the Fund that such person knows or should
know is a prohibited transaction under ERISA unless such transaction is exempt
under the applicable provisions of
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ERISA, or (d) direct delivery of securities or payment to itself or direct any
disposition of securities or cash from the Subaccount except to the Trusts.
8. Reports and Meetings.
(a) Monthly Reports. At least monthly the Advisor shall render to
the Trustee and ABRA, or their designee, reports concerning its services under
this Agreement and the status of the Subaccount, based on the reporting
procedures set forth in Appendix F, including statements of investments in the
Subaccount.
(b) Meetings. The Advisor will meet with the Trustee and ABRA and
with such other persons as the Trustee or ABRA may designate on reasonable
notice and at reasonable times and locations, to discuss general economic
conditions, Subaccount performance, investment strategy and other matters
relating to the Subaccount.
(c) Reports Prior to Termination. On each day during the period ten
(10) business days prior to the effective date of the Advisor's resignation or
its removal under this Agreement by the Trustee (the "Termination Date"), or on
each day of such shorter period after which the Advisor has received notice of
its removal, the Advisor shall render to the Trustee and ABRA, or their
designee, a report of the current status of the Subaccount based on the
procedures set forth in Appendix F, including a statement of investments in the
Subaccount and on the day immediately following the Termination Date, such
report shall be rendered in final form with respect to the status of the
Subaccount, including a statement of investments therein, as of the close of
business on the Termination Date.
(d) Additional Reports. The Advisor shall furnish to the Trustee and
ABRA such additional reports and information as may be reasonably requested by
the Trustee or ABRA.
9. Accounting. The Advisor shall keep accurate and detailed records
concerning its services under this Agreement, including records of all
transactions effected and recommendations made during its performance of this
Agreement, and all such records shall be open to inspection at all reasonable
times by the Trustee and ABRA, or their designee, and by duly authorized
representatives of the Secretary of Labor and the Secretary of the Treasury
acting pursuant to their authority under ERISA and the Code, respectively, and
other appropriate regulatory authorities.
10. Advisor's Compensation. The amount and manner of payment of fees
payable by the Trustee to the Advisor for the Advisor's services under this
Agreement are set forth in Appendix E. The Advisor agrees that if it enters into
a fee schedule with any new client, other than eleemosynary or governmental
clients whose portfolio is advised or managed under the same investment policies
and objectives as the Subaccount, and is similarly or smaller sized, for
services which are substantially the same as the services provided under this
Agreement and such fee schedule contains fees that are less than the fees set
forth in Appendix E, it will offer the same fee schedule to the
13
<PAGE>
Trustee which shall have the right to require the amendment to Appendix E to
reflect that lower fee schedule.
11. Removal and Resignation.
(a) Removal of the Advisor. Upon written notice to the Advisor, the
Advisor may be removed by the Trustee. Any transaction for the Subaccount
authorized by the Trustee prior to the receipt by the Advisor of the notice
shall be consummated and the Advisor shall not recommend any transaction for the
Subaccount subsequent to the receipt of the notice.
(b) Resignation of the Advisor. The Advisor may resign under this
Agreement upon sixty (60) days' prior written notice to the Trustee. The Advisor
shall concurrently advise ABRA in writing of such resignation and the effective
date thereof.
(c) Termination of Obligations. The respective obligations of the
Advisor and the Trustee under Section 6 of the Agreement shall survive any such
removal or resignation.
12. Termination, Amendment or Modification. The provisions of this
Agreement may not be terminated, changed, modified, altered, or amended in any
respect except in a writing signed by the parties.
13. Definitions. As used herein, the following terms shall have the
meanings ascribed to them in the following sections of this Agreement:
Term Defined Section
------------ -------
ABA Members Collective Trust Introduction
ABA Members Plans Introduction
ABRA Introduction
Advisers Act 2
Advisor Introduction
Advisor's Amendment 4 (c) (i)
Advisor's Recommendation 4 (c) (ii)
Agreement Introduction
Authorized Transaction 4 (c) (iii)
Broker List 4 (c) (i)
business day 2
Code Introduction
Declaration of Trust Introduction
Equitable Introduction
ERISA 2
Fund Introduction
Fund Declaration 4 (b)
Indemnified Persons 6 (c) (i)
14
<PAGE>
Plans Introduction
Separate Account Introduction
State Street Introduction
Subaccount Introduction
Suggested Response 4 (e)
Termination Date 8 (c)
Trustee Introduction
Trustee's Response 4 (c) (ii)
Trustee's Rejection 4 (e)
Trusts Introduction
Valid Notice 4 (c) (v)
14. Governing Law. This Agreement shall be construed and enforced
according to the laws of The Commonwealth of Massachusetts and, to the extent of
any federal preemption, the laws of the United States of America.
15. Binding upon Successors. This Agreement shall be binding upon and
enforceable by the successors to the parties hereto.
16. Assignment. Neither party may assign this Agreement (including for
this purpose any assignment within the meaning of the Advisers Act), or any
rights or responsibilities hereby created, without the prior written consent of
the other party, which consent may be withheld by the other party in its sole
discretion.; however, the parties may amend this Agreement from time to time in
accordance with Section 12.
17. Notices. Written notices shall be deemed effective with respect to a
party upon delivery to such party at the address set forth below or to such
other address as may be provided in writing from time to time by such party.
To the Advisor:
Bankers Trust Company
One Bankers Trust Plaza, MS 2355
New York, New York 10006
Attention: Mr. Frank Salerno
Managing Director, CIO Structured Equities
To the Trustee: State Street Bank and Trust Company
Batterymarch Park III
Three Pine Hill Drive
Quincy, Massachusetts 02169
Attention: ABRA Division Head
15
<PAGE>
If by mail, to: State Street Bank and Trust Company
Post Office Box 1389
Boston, Massachusetts 02104
Attention: ABRA Division Head
18. Oral Communications. Oral communications between the parties to this
Agreement shall be effective hereunder only to the extent specifically
authorized herein. By its execution of this Agreement, each of the parties
hereto acknowledges that the other party may record any such oral communications
and consents to any such recording. All oral communications shall be confirmed
in writing, except that if an oral communication is recorded such recording
shall be controlling and no written confirmation shall be required.
19. Authority. The parties to this Agreement represent, respectively, that
they have duly authorized the execution, delivery and performance of this
Agreement and that neither such execution and delivery nor the performance of
their obligations hereunder conflict with or violate any provision of law, rule
or regulation, or any instrument to which either is a party or to which any of
their respective properties are subject and that this Agreement is a valid and
binding obligation.
20. Authorized Representatives. The Advisor from time to time shall by
written notice certify to the Trustee the name of the Advisor of the person or
persons authorized to act on behalf of the Advisor. Any person so certified
shall be deemed to be the authorized representative of the Advisor. The Advisor
shall give written notice to the Trustee when any person so certified ceases to
have the authority to act on behalf of the Advisor, but such revocation of
authority shall not be valid until the notice is received by the Trustee. The
Advisor will notify the Trustee in writing of any significant changes in the
officers of the Advisor and any changes in the personnel of the Advisor
responsible for providing investment advice with respect to the assets of the
Subaccount within twenty (20) business days after such change.
IN WITNESS WHEREOF, the parties have executed this Agreement on June 13,
1997 with an effective date as of the close of business on June 13, 1997 (unless
otherwise agreed).
STATE STREET BANK AND TRUST
COMPANY
Attest: By:
------------------------ -------------------------------
Title:
------------------------------
BANKERS TRUST COMPANY
Attest: By:
------------------------ -------------------------------
Title:
------------------------------
16
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<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> ABA MEMBERS/STATE STREET COLLECTIVE TRUST
<SERIES>
<NUMBER> 0
<NAME> AGGRESSIVE EQUITY FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 212,934,942
<INVESTMENTS-AT-VALUE> 311,531,429
<RECEIVABLES> 322,194
<ASSETS-OTHER> 90,904
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 311,894,582
<PAYABLE-FOR-SECURITIES> 501,500
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,191,434
<TOTAL-LIABILITIES> 1,692,934
<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> 310,201,648
<DIVIDEND-INCOME> 724,916
<INTEREST-INCOME> 554,062
<OTHER-INCOME> 0
<EXPENSES-NET> 1,423,453
<NET-INVESTMENT-INCOME> (144,475)
<REALIZED-GAINS-CURRENT> 15,233,858
<APPREC-INCREASE-CURRENT> 15,129,187
<NET-CHANGE-FROM-OPS> 30,218,570
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 511,407
<NUMBER-OF-SHARES-REDEEMED> (405,938)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 34,286,181
<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> 41.01
<PER-SHARE-NII> (0.02)
<PER-SHARE-GAIN-APPREC> 4.41
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 45.40
<EXPENSE-RATIO> 0.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<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> ABA MEMBERS/STATE STREET COLLECTIVE TRUST
<SERIES>
<NUMBER> 0
<NAME> BALANCED FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 354,559,791
<INVESTMENTS-AT-VALUE> 353,389,419
<RECEIVABLES> 65,042,503
<ASSETS-OTHER> 119,682
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 418,552,615
<PAYABLE-FOR-SECURITIES> 85,858,281
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 385,400
<TOTAL-LIABILITIES> 86,243,681
<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> 332,308,934
<DIVIDEND-INCOME> 1,423,265
<INTEREST-INCOME> 4,326,689
<OTHER-INCOME> 0
<EXPENSES-NET> 1,456,395
<NET-INVESTMENT-INCOME> 4,293,559
<REALIZED-GAINS-CURRENT> 71,878,390
<APPREC-INCREASE-CURRENT> (43,649,893)
<NET-CHANGE-FROM-OPS> 32,522,056
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,300,175
<NUMBER-OF-SHARES-REDEEMED> (1,180,980)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 36,907,602
<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> 36.76
<PER-SHARE-NII> 0.53
<PER-SHARE-GAIN-APPREC> 3.45
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 40.74
<EXPENSE-RATIO> 0.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<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> ABA MEMBERS/STATE STREET COLLECTIVE TRUST
<SERIES>
<NUMBER> 0
<NAME> GROWTH EQUITY FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 749,851,017
<INVESTMENTS-AT-VALUE> 908,633,845
<RECEIVABLES> 153,271,804
<ASSETS-OTHER> 264,103
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,062,170,645
<PAYABLE-FOR-SECURITIES> 163,244,115
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 927,850
<TOTAL-LIABILITIES> 164,171,965
<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> 897,998,680
<DIVIDEND-INCOME> 5,063,471
<INTEREST-INCOME> 936,446
<OTHER-INCOME> 0
<EXPENSES-NET> 3,550,715
<NET-INVESTMENT-INCOME> 2,449,202
<REALIZED-GAINS-CURRENT> 166,921,025
<APPREC-INCREASE-CURRENT> (29,119,989)
<NET-CHANGE-FROM-OPS> 140,250,238
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 807,295
<NUMBER-OF-SHARES-REDEEMED> (790,324)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 145,200,632
<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> 278.26
<PER-SHARE-NII> 0.90
<PER-SHARE-GAIN-APPREC> 50.70
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 329.86
<EXPENSE-RATIO> 0.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<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> ABA MEMBERS/STATE STREET COLLECTIVE TRUST
<SERIES>
<NUMBER> 0
<NAME> INDEX EQUITY FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 99,841,191
<INVESTMENTS-AT-VALUE> 127,802,821
<RECEIVABLES> 465,859
<ASSETS-OTHER> 37,200
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 128,305,880
<PAYABLE-FOR-SECURITIES> 115,175
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 120,188
<TOTAL-LIABILITIES> 235,363
<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> 128,070,517
<DIVIDEND-INCOME> 281,494
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 342,509
<NET-INVESTMENT-INCOME> (61,015)
<REALIZED-GAINS-CURRENT> 3,495,822
<APPREC-INCREASE-CURRENT> 14,592,261
<NET-CHANGE-FROM-OPS> 18,027,068
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,137,213
<NUMBER-OF-SHARES-REDEEMED> (592,487)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 45,189,514
<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> 16.86
<PER-SHARE-NII> (0.01)
<PER-SHARE-GAIN-APPREC> 2.98
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 19.83
<EXPENSE-RATIO> 0.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<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> ABA MEMBERS/STATE STREET COLLECTIVE TRUST
<SERIES>
<NUMBER> 0
<NAME> INTERMEDIATE BOND FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 65,857,737
<INVESTMENTS-AT-VALUE> 65,827,608
<RECEIVABLES> 472,088
<ASSETS-OTHER> 19,510
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 66,319,206
<PAYABLE-FOR-SECURITIES> 146,541
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 27,715
<TOTAL-LIABILITIES> 174,256
<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> 66,144,950
<DIVIDEND-INCOME> 1,918,945
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 172,659
<NET-INVESTMENT-INCOME> 1,746,286
<REALIZED-GAINS-CURRENT> (58,536)
<APPREC-INCREASE-CURRENT> 149,370
<NET-CHANGE-FROM-OPS> 1,837,120
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,797,221
<NUMBER-OF-SHARES-REDEEMED> (448,654)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 16,533,134
<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> 10.89
<PER-SHARE-NII> 0.32
<PER-SHARE-GAIN-APPREC> (0.01)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.20
<EXPENSE-RATIO> 0.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<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> ABA MEMBERS/STATE STREET COLLECTIVE TRUST
<SERIES>
<NUMBER> 0
<NAME> INTERNATIONAL EQUITY FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 52,552,418
<INVESTMENTS-AT-VALUE> 58,009,933
<RECEIVABLES> 258,915
<ASSETS-OTHER> 16,488
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 58,285,336
<PAYABLE-FOR-SECURITIES> 213,980
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 66,218
<TOTAL-LIABILITIES> 280,198
<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> 58,005,138
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 126,853
<NET-INVESTMENT-INCOME> (126,853)
<REALIZED-GAINS-CURRENT> 1,723,927
<APPREC-INCREASE-CURRENT> 4,425,542
<NET-CHANGE-FROM-OPS> 6,022,616
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,369,241
<NUMBER-OF-SHARES-REDEEMED> (1,318,334)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 24,736,838
<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> 17.80
<PER-SHARE-NII> (0.05)
<PER-SHARE-GAIN-APPREC> 2.12
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 19.87
<EXPENSE-RATIO> 0.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<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> ABA MEMBERS/STATE STREET COLLECTIVE TRUST
<SERIES>
<NUMBER> 0
<NAME> STABLE ASSET RETURN FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 633,583,142
<INVESTMENTS-AT-VALUE> 633,583,142
<RECEIVABLES> 14,618,741
<ASSETS-OTHER> 157,114
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 648,358,997
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 343,448
<TOTAL-LIABILITIES> 343,448
<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> 648,015,549
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 18,992,878
<OTHER-INCOME> 0
<EXPENSES-NET> 2,190,000
<NET-INVESTMENT-INCOME> 16,802,878
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 90,048,624
<NUMBER-OF-SHARES-REDEEMED> (93,598,722)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 13,252,780
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<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> ABA MEMBERS/STATE STREET COLLECTIVE TRUST
<SERIES>
<NUMBER> 0
<NAME> VALUE EQUITY FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 73,743,217
<INVESTMENTS-AT-VALUE> 91,171,189
<RECEIVABLES> 284,354
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<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 91,481,374
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 393,395
<TOTAL-LIABILITIES> 393,395
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
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<ACCUMULATED-NII-CURRENT> 0
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<NET-ASSETS> 91,087,979
<DIVIDEND-INCOME> 665,128
<INTEREST-INCOME> 239,417
<OTHER-INCOME> 0
<EXPENSES-NET> 315,818
<NET-INVESTMENT-INCOME> 588,727
<REALIZED-GAINS-CURRENT> 328,711
<APPREC-INCREASE-CURRENT> 10,473,302
<NET-CHANGE-FROM-OPS> 11,390,740
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,067,446
<NUMBER-OF-SHARES-REDEEMED> (195,956)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 42,956,785
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
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<GROSS-EXPENSE> 0
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<PER-SHARE-NAV-BEGIN> 15.73
<PER-SHARE-NII> 0.14
<PER-SHARE-GAIN-APPREC> 2.60
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<EXPENSE-RATIO> 0.01
<AVG-DEBT-OUTSTANDING> 0
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<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> ABA MEMBERS/STATE STREET COLLECTIVE TRUST
<SERIES>
<NUMBER> 0
<NAME> STRUCTURED PORTFOLIO SERVICE - CONSERVATIVE PORTFOLIO
<S> <C>
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 13,832,984
<INVESTMENTS-AT-VALUE> 14,321,300
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<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 14,438,505
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<SENIOR-LONG-TERM-DEBT> 0
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<SENIOR-EQUITY> 0
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<SHARES-COMMON-STOCK> 0
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<ACCUMULATED-NII-CURRENT> 0
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<ACCUMULATED-NET-GAINS> 0
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<DIVIDEND-INCOME> 0
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<NET-INVESTMENT-INCOME> (6,482)
<REALIZED-GAINS-CURRENT> 353,733
<APPREC-INCREASE-CURRENT> (331,799)
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<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-REDEEMED> (155,580)
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<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-EXPENSE> 0
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<PER-SHARE-NII> (0.01)
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<PER-SHARE-NAV-END> 11.54
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<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> ABA MEMBERS/STATE STREET COLLECTIVE TRUST
<SERIES>
<NUMBER> 0
<NAME> STRUCTURED PORTFOLIO SERVICE - MODERATE PORTFOLIO
<S> <C>
<PERIOD-TYPE> 6-MOS
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<PERIOD-END> JUN-30-1997
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<ACCUMULATED-NII-CURRENT> 0
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<ACCUMULATED-NET-GAINS> 0
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<ACCUM-APPREC-OR-DEPREC> 0
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<OTHER-INCOME> 0
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<NET-INVESTMENT-INCOME> (22,443)
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<APPREC-INCREASE-CURRENT> (1,173,145)
<NET-CHANGE-FROM-OPS> (96,663)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,633,065
<NUMBER-OF-SHARES-REDEEMED> (281,885)
<SHARES-REINVESTED> 0
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<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 11.93
<PER-SHARE-NII> (0.01)
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<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.01
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<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> ABA MEMBERS/STATE STREET COLLECTIVE TRUST
<SERIES>
<NUMBER> 0
<NAME> STRUCTURED PORTFOLIO SERVICE - AGGRESSIVE PORTFOLIO
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 37,737,083
<INVESTMENTS-AT-VALUE> 39,217,987
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 570,389
<TOTAL-LIABILITIES> 570,389
<SENIOR-EQUITY> 0
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<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 39,214,534
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 17,803
<NET-INVESTMENT-INCOME> (17,803)
<REALIZED-GAINS-CURRENT> 1,008,023
<APPREC-INCREASE-CURRENT> (1,214,655)
<NET-CHANGE-FROM-OPS> (224,435)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,310,616
<NUMBER-OF-SHARES-REDEEMED> (224,961)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 13,656,673
<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> 12.41
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0.06
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.47
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
