<PAGE>
Registration No. 333-69427
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
AMERICAN BAR ASSOCIATION MEMBERS/
STATE STREET COLLECTIVE TRUST
(Exact name of registrant as specified in its charter)
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Massachusetts 6722 04-6691601
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
</TABLE>
225 Franklin Street, Boston, Massachusetts 02110
(617) 985-3000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Maureen Scannell Bateman, Esq.
Executive Vice President and General Counsel
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(617) 985-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
Judith R. Thoyer, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-69427
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
Pursuant to Rule 429 under the Securities Act, the prospectus contained in
this Registration Statement also relates to Registration Statement No. 333-
23633.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a futher amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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<PAGE>
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
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<CAPTION>
Exhibit No. Description of Document
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3.1 American Bar Association Members/State Street Collective Trust,
Declaration of Trust by State Street Bank and Trust Company,
amended and restated December 5, 1991, included as Exhibit 3.1 to
Registrant's Form S-1 Registration Statement No. 33-50080 and
incorporated herein by reference thereto.
3.2 American Bar Association Members/State Street Collective Trust,
Amendment to Declaration of Trust by State Street Bank and Trust
Company dated July 31, 1995, included as Exhibit 3.2 to
Registrant's Form S-1 Registration Statement No. 33-92120 and
incorporated herein by reference thereto.
3.3** American Bar Association Members/State Street Collective Trust,
Fourth Amended Fund Declaration, dated as of April 1, 1999, for
the Stable Asset Return Fund.
3.4* American Bar Association Members/State Street Collective Trust,
Second Amended and Restated Fund Declaration, dated as of January
1, 1999 for the Intermediate Bond Fund.
3.5* American Bar Association Members/State Street Collective Trust,
Third Amended and Restated Fund Declaration, dated as of January
1, 1999, for the Balanced Fund.
3.6* American Bar Association Members/State Street Collective Trust,
Second Amended and Restated Fund Declaration, dated as of January
1, 1999, for the Value Equity Fund.
3.7* American Bar Association Members/State Street Collective Trust,
Third Amended and Restated Fund Declaration, dated as of January
1, 1999, for the Growth Equity Fund.
3.8* American Bar Association Members/State Street Collective Trust,
Third Amended and Restated Fund Declaration, dated as of January
1, 1999, for the Index Equity Fund.
3.9* American Bar Association Members/State Street Collective Trust,
Third Amended and Restated Fund Declaration, dated as of January
1, 1999, for the Aggressive Equity Fund.
3.10* American Bar Association Members/State Street Collective Trust,
Second Amended and Restated Fund Declaration, dated as of January
1, 1999, for the International Equity Fund.
3.11* American Bar Association Members/State Street Collective Trust,
First Amended and Restated Fund Declaration, dated as of January
1, 1999, for the Structured Portfolio Service.
4.1 American Bar Association Members/State Street Collective Trust,
Declaration of Trust and Fund Declaration for each Fund and the
Structured Portfolio Service, included in Exhibits No. 3.1 through
3.11 above.
5.1* Opinion of Paul, Weiss, Rifkind, Wharton & Garrison regarding the
legality of the Units registered.
5.2* Opinion of Goodwin, Procter & Hoar LLP regarding matters of
Massachusetts law.
10.1 Trust Agreement of the American Bar Association Members Retirement
Trust, amended and restated as of January 1, 1999, by and between
the American Bar Retirement Association and State Street Bank and
Trust Company, included as Exhibit 10.1 to Registrant's Form 10-K
for the year ended December 31, 1991 and incorporated herein by
reference thereto.
10.2 Trust Agreement of the American Bar Association Members Pooled
Trust for Retirement Plans, amended and restated as of January 1,
1992, by and between the American Bar Retirement Association and
State Street Bank and Trust Company, included as Exhibit 10.2 to
Registrant's Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference thereto.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description of Document
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<C> <S>
10.3 Amendment to the American Bar Association Members Retirement Trust
dated July 31, 1995 by and between the American Bar Retirement
Association and State Street Bank and Trust Company, included as
Exhibit 10.3 to Registrant's Form S-1 Registration Statement No.
33-92120 and incorporated herein by reference hereto.
10.4 Amendment to the American Bar Association Members Pooled Trust for
Retirement Plans dated July 31, 1995 by and between the American
Bar Retirement Association and State Street Bank and Trust
Company, included as Exhibit 10.4 to Registrant's Form S-1
Registration Statement No. 33-92120 and incorporated herein by
reference thereto.
10.5 American Bar Association Members Retirement Plan--Basic Plan
Document No. 01, as approved by the Internal Revenue Service on
December 16, 1996, included as Exhibit 10.5 to Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement on Form
S-1 No. 333-23633 and incorporated herein by reference thereto.
10.6 American Bar Association Members Defined Benefit Pension Plan--
Basic Plan Document No. 02 and related participation agreements,
included as Exhibit 10.4 to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form S-1 No.33-42274 and
incorporated herein by reference thereto.
10.7* Administrative and Investment Services Agreement effective January
1, 1999, between State Street Bank and Trust Company and the
American Bar Retirement Association.
10.8 Investment Advisor Agreement effective as of January 1, 1992 by
and between State Street Bank and Trust Company and Capital
Guardian Trust Company relating to the Growth Equity Fund,
included as Exhibit 10.6 to Registrant's Annual Report on Form 10-
K for the year ended December 31, 1991 and incorporated herein by
reference thereto.
10.9 Investment Advisor Agreement effective as of January 1, 1992 by
and between State Street Bank and Trust Company and RCM Capital
Management relating to the Growth Equity Fund, included as Exhibit
10.8 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated herein by reference thereto.
10.10 Investment Advisor Agreement effective as of January 1, 1992 by
and between State Street Bank and Trust Company and Capital
Guardian Trust Company relating to the Aggressive Equity Fund,
included as Exhibit 10.9 to Registrant's Annual Report on Form 10-
K for the year ended December 31, 1991 and incorporated herein by
reference thereto.
10.11 Investment Advisor Agreement effective as of January 1, 1992 by
and between State Street Bank and Trust Company and Sit Investment
Associates, Inc. relating to the Aggressive Equity Fund, included
as Exhibit 10.10 to Registrant's Annual Report on Form 10-K for
the year December 31, 1991 and incorporated herein by reference
thereto.
10.12 Investment Advisor Agreement effective as of October 1, 1992 by
and between State Street Bank and Trust Company and Miller,
Anderson & Sherrerd relating to the Balanced Fund, included as
Exhibit 10.13 to Registrant's Form S-1 Registration Statement No.
33-50080 and incorporated herein by reference thereto.
10.13 Investment Advisor Agreement effective as of November 1, 1992 by
and between State Street Bank and Trust Company and Lincoln
Capital Management Company relating to the Balanced Fund, included
as Exhibit 10.14 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1992 and incorporated herein by
reference thereto.
10.14 Investment Advisor Agreement effective as of June 30, 1997 by and
between State Street Bank and Trust Company and Capital Guardian
Trust Company relating to the Balanced Fund, included as Exhibit
10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 and incorporated herein by reference thereto.
10.15 Investment Advisor Agreement dated July 31, 1995 by and between
State Street Bank and Trust Company and Sanford Bernstein & Co.
Inc. relating to the Value Equity Fund, included as Exhibit 10.17
to Registrant's Form S-1 Registration Statement No. 33-92120 and
incorporated herein by reference thereto.
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II-2
<PAGE>
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Exhibit No. Description of Document
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10.16 Plan of Merger effective as of September 5, 1995 merging Blended
Rate Fund with and into Enhanced Short Term Investment Fund,
included as Exhibit 10.18 to Registrant's Form S-1 Registration
Statement No.33-92120 and incorporated herein by reference
thereto.
10.17 Investor Advisor Agreement effective as of June 13, 1997 by and
between State Street Bank and Trust Company and Bankers Trust
Company relating to the Growth Equity Fund, included as Exhibit
10.2 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 and incorporated herein by reference
thereto.
23.1* Consent of Paul, Weiss, Rifkind, Wharton & Garrison, included in
the opinion filed as Exhibit 5.1.
23.2* Consent of Goodwin, Procter & Hoar LLP, included in the opinion
filed as Exhibit 5.2.
23.3* Consent of Price Waterhouse.
24.1* Power of Attorney.
27.1* Financial Data Schedule--Aggressive Equity Fund
27.2* Financial Data Schedule--Balance 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 Equity 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
</TABLE>
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*Previously filed.
**Filed herewith.
(b) Financial Statement Schedules and Related Reports
A Schedule of Investments for each of the Aggressive Equity Fund, the
Balanced Fund, the Growth Equity Fund and the Value Equity Fund is filed as
part of this Registration Statement. See "Index to Financial Statements."
All other schedules and reports are omitted because they are not applicable
or not required, or because the information required therein is included in the
financial statements or the notes thereto.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on April 26, 1999.
AMERICAN BAR ASSOCIATION MEMBERS/
STATE STREET COLLECTIVE TRUST
/s/ James S. Phalen
By: _________________________________
Name: James S. Phalen
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ James S. Phalen President and Chief April 26, 1999
- ------------------------------------- Executive Officer
James S. Phalen of the American Bar
Association
Members/State
Street Collective
Trust (Principal
Executive Officer)
/s/ Beth M. Halberstadt Vice President and April 26, 1999
- ------------------------------------- Chief Financial
Beth M. Halberstadt Officer of the
American Bar
Association
Members/State
Street Collective
Trust (Principal
Financial Officer)
/s/ Susan C. Daniels Treasurer and Chief April 26, 1999
- ------------------------------------- Accounting Officer
Susan C. Daniels of the American Bar
Association
Members/State
Street Collective
Trust (Principal
Accounting Officer)
II-4
<PAGE>
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Signature Title
Date
Director of State
- ------------------------------------- Street Bank and
Tenley E. Albright Trust Company
* Director of State April 26, 1999
- ------------------------------------- Street Bank and
I. MacAllister Booth Trust Company
* Director of State April 26, 1999
- ------------------------------------- Street Bank and
Marshall N. Carter Trust Company
* Director of State April 26, 1999
- ------------------------------------- Street Bank and
James I. Cash, Jr. Trust Company
* Director of State April 26, 1999
- ------------------------------------- Street Bank and
Truman S. Casner Trust Company
* Director of State April 26, 1999
- ------------------------------------- Street Bank and
Nader F. Darehshori Trust Company
* Director of State April 26, 1999
- ------------------------------------- Street Bank and
Arthur L. Goldstein Trust Company
* Director of State April 26, 1999
- ------------------------------------- Street Bank and
David P. Gruber Trust Company
</TABLE>
II-5
<PAGE>
<TABLE>
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Signature Title
Date
* Director of State April 26, 1999
- ------------------------------------- Street Bank and
Charles F. Kaye Trust Company
* Director of State April 26, 1999
- ------------------------------------- Street Bank and
John M. Kucharski Trust Company
* Director of State April 26, 1999
- ------------------------------------- Street Bank and
Charles R. LaMantia Trust Company
* Director of State April 26, 1999
- ------------------------------------- Street Bank and
David B. Perini Trust Company
* Director of State April 26, 1999
- ------------------------------------- Street Bank and
Dennis J. Picard Trust Company
* Director of State April 26, 1999
- ------------------------------------- Street Bank and
David A. Spina Trust Company
* Director of State April 26, 1999
- ------------------------------------- Street Bank and
Diana Chapman Walsh Trust Company
/s/ Nicholas A. Lopardo
*By _________________________________
Name: Nicholas A. Lopardo
Attorney-in-Fact
/s/ Maureen Scannell Bateman
*By _________________________________
Name: Maureen Scannell Bateman
Attorney-in-Fact
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Document
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<C> <S>
3.1 American Bar Association Members/State Street Collective Trust,
Declaration of Trust by State Street Bank and Trust Company,
amended and restated December 5, 1991, included as Exhibit 3.1 to
Registrant's Form S-1 Registration Statement No. 33-50080 and
incorporated herein by reference thereto.
3.2 American Bar Association Members/State Street Collective Trust,
Amendment to Declaration of Trust by State Street Bank and Trust
Company dated July 31, 1995, included as Exhibit 3.2 to
Registrant's Form S-1 Registration Statement No. 33-92120 and
incorporated herein by reference thereto.
3.3** American Bar Association Members/State Street Collective Trust,
Fourth Amended Fund Declaration, dated as of April 1, 1999, for
the Stable Asset Return Fund.
3.4* American Bar Association Members/State Street Collective Trust,
Second Amended and Restated Fund Declaration, dated as of January
1, 1999 for the Intermediate Bond Fund.
3.5* American Bar Association Members/State Street Collective Trust,
Third Amended and Restated Fund Declaration, dated as of January
1, 1999, for the Balanced Fund.
3.6* American Bar Association Members/State Street Collective Trust,
Second Amended and Restated Fund Declaration, dated as of January
1, 1999, for the Value Equity Fund.
3.7* American Bar Association Members/State Street Collective Trust,
Third Amended and Restated Fund Declaration, dated as of January
1, 1999, for the Growth Equity Fund.
3.8* American Bar Association Members/State Street Collective Trust,
Third Amended and Restated Fund Declaration, dated as of January
1, 1999, for the Index Equity Fund.
3.9* American Bar Association Members/State Street Collective Trust,
Third Amended and Restated Fund Declaration, dated as of January
1, 1999, for the Aggressive Equity Fund.
3.10* American Bar Association Members/State Street Collective Trust,
Second Amended and Restated Fund Declaration, dated as of January
1, 1999, for the International Equity Fund.
3.11* American Bar Association Members/State Street Collective Trust,
First Amended and Restated Fund Declaration, dated as of January
1, 1999, for the Structured Portfolio Service.
4.1 American Bar Association Members/State Street Collective Trust,
Declaration of Trust and Fund Declaration for each Fund and the
Structured Portfolio Service, included in Exhibits No. 3.1 through
3.11 above.
5.1* Opinion of Paul, Weiss, Rifkind, Wharton & Garrison regarding the
legality of the Units registered.
5.2* Opinion of Goodwin, Procter & Hoar LLP regarding matters of
Massachusetts law.
10.1 Trust Agreement of the American Bar Association Members Retirement
Trust, amended and restated as of January 1, 1999, by and between
the American Bar Retirement Association and State Street Bank and
Trust Company, included as Exhibit 10.1 to Registrant's Form 10-K
for the year ended December 31, 1991 and incorporated herein by
reference thereto.
10.2 Trust Agreement of the American Bar Association Members Pooled
Trust for Retirement Plans, amended and restated as of January 1,
1992, by and between the American Bar Retirement Association and
State Street Bank and Trust Company, included as Exhibit 10.2 to
Registrant's Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference thereto.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description of Document
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<C> <S>
10.3 Amendment to the American Bar Association Members Retirement Trust
dated July 31, 1995 by and between the American Bar Retirement
Association and State Street Bank and Trust Company, included as
Exhibit 10.3 to Registrant's Form S-1 Registration Statement No.
33-92120 and incorporated herein by reference hereto.
10.4 Amendment to the American Bar Association Members Pooled Trust for
Retirement Plans dated July 31, 1995 by and between the American
Bar Retirement Association and State Street Bank and Trust
Company, included as Exhibit 10.4 to Registrant's Form S-1
Registration Statement No. 33-92120 and incorporated herein by
reference thereto.
10.5 American Bar Association Members Retirement Plan--Basic Plan
Document No. 01, as approved by the Internal Revenue Service on
December 16, 1996, included as Exhibit 10.5 to Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement on Form
S-1 No. 333-23633 and incorporated herein by reference thereto.
10.6 American Bar Association Members Defined Benefit Pension Plan--
Basic Plan Document No. 02 and related participation agreements,
included as Exhibit 10.4 to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form S-1 No.33-42274 and
incorporated herein by reference thereto.
10.7* Administrative and Investment Services Agreement effective January
1, 1999, between State Street Bank and Trust Company and the
American Bar Retirement Association.
10.8 Investment Advisor Agreement effective as of January 1, 1992 by
and between State Street Bank and Trust Company and Capital
Guardian Trust Company relating to the Growth Equity Fund,
included as Exhibit 10.6 to Registrant's Annual Report on Form 10-
K for the year ended December 31, 1991 and incorporated herein by
reference thereto.
10.9 Investment Advisor Agreement effective as of January 1, 1992 by
and between State Street Bank and Trust Company and RCM Capital
Management relating to the Growth Equity Fund, included as Exhibit
10.8 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated herein by reference thereto.
10.10 Investment Advisor Agreement effective as of January 1, 1992 by
and between State Street Bank and Trust Company and Capital
Guardian Trust Company relating to the Aggressive Equity Fund,
included as Exhibit 10.9 to Registrant's Annual Report on Form 10-
K for the year ended December 31, 1991 and incorporated herein by
reference thereto.
10.11 Investment Advisor Agreement effective as of January 1, 1992 by
and between State Street Bank and Trust Company and Sit Investment
Associates, Inc. relating to the Aggressive Equity Fund, included
as Exhibit 10.10 to Registrant's Annual Report on Form 10-K for
the year December 31, 1991 and incorporated herein by reference
thereto.
10.12 Investment Advisor Agreement effective as of October 1, 1992 by
and between State Street Bank and Trust Company and Miller,
Anderson & Sherrerd relating to the Balanced Fund, included as
Exhibit 10.13 to Registrant's Form S-1 Registration Statement No.
33-50080 and incorporated herein by reference thereto.
10.13 Investment Advisor Agreement effective as of November 1, 1992 by
and between State Street Bank and Trust Company and Lincoln
Capital Management Company relating to the Balanced Fund, included
as Exhibit 10.14 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1992 and incorporated herein by
reference thereto.
10.14 Investment Advisor Agreement effective as of June 30, 1997 by and
between State Street Bank and Trust Company and Capital Guardian
Trust Company relating to the Balanced Fund, included as Exhibit
10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 and incorporated herein by reference thereto.
10.15 Investment Advisor Agreement dated July 31, 1995 by and between
State Street Bank and Trust Company and Sanford Bernstein & Co.
Inc. relating to the Value Equity Fund, included as Exhibit 10.17
to Registrant's Form S-1 Registration Statement No. 33-92120 and
incorporated herein by reference thereto.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description of Document
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<C> <S>
10.16 Plan of Merger effective as of September 5, 1995 merging Blended
Rate Fund with and into Enhanced Short Term Investment Fund,
included as Exhibit 10.18 to Registrant's Form S-1 Registration
Statement No.33-92120 and incorporated herein by reference
thereto.
10.17 Investor Advisor Agreement effective as of June 13, 1997 by and
between State Street Bank and Trust Company and Bankers Trust
Company relating to the Growth Equity Fund, included as Exhibit
10.2 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 and incorporated herein by reference
thereto.
23.1* Consent of Paul, Weiss, Rifkind, Wharton & Garrison, included in
the opinion filed as Exhibit 5.1.
23.2* Consent of Goodwin, Procter & Hoar LLP, included in the opinion
filed as Exhibit 5.2.
23.3* Consent of Price Waterhouse.
24.1* Power of Attorney.
27.1* Financial Data Schedule--Aggressive Equity Fund
27.2* Financial Data Schedule--Balance 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 Equity 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
</TABLE>
- --------
*Previously filed.
**Filed herewith.
<PAGE>
Exhibit 3.3
AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
COLLECTIVE TRUST
FOURTH AMENDED FUND DECLARATION
STABLE ASSET RETURN FUND
(FORMERLY ENHANCED SHORT TERM INVESTMENT FUND)
Pursuant to Article VII of the Declaration of Trust, dated December 5,
1991, which authorizes State Street Bank and Trust Company as trustee ("State
Street" or the "Trustee") of the American Bar Association Members/State Street
Collective Trust (the "Collective Trust") to amend the Fund Declarations of the
investment funds established under the Collective Trust, effective as of April
1, 1999, State Street hereby amends and restates the Fund Declaration dated
January 1, 1999 of the Stable Asset Return Fund (formerly Enhanced Short Term
Investment Fund), an investment fund established under the Collective Trust, to,
among other things, change certain aspects of the investment objectives,
guidelines and restrictions applicable thereto. The provisions of the
Declaration of Trust are incorporated herein by reference. In addition, the
Trustee agrees and declares that it will hold, administer and deal with all
money and property received or purchased by it as Trustee of the Collective
Trust subject to the additional terms and conditions set forth in this Fund
Declaration. Capitalized terms used and not otherwise defined shall have the
meanings set forth in the Declaration of Trust.
1. Name of the Fund. The name of this investment fund shall be
----------------
"Stable Asset Return Fund" (the "Fund").
2. Investment Objective. The investment objective of the Fund is to
--------------------
provide current income consistent with preserving principal and maintaining
liquidity.
3. Investment Guidelines and Restrictions. The assets of the Fund
--------------------------------------
shall be normally invested and reinvested in (a) obligations of the United
States and the agencies and instrumentalities thereof ("United States
Obligations") and in other high quality instruments, including, but not limited
to, notes, bonds and similar debt instruments of corporations, commercial paper,
certificates of deposit and time deposits, bankers' acceptances, supranational
and sovereign debt obligations (including obligations of foreign government sub-
divisions), asset-backed securities (other than collateralized mortgage
obligations or other mortgage-backed securities), master notes and promissory
notes, funding agreements, variable and indexed interest notes and repurchase
agreements (collectively, "Short-term Investment Products");
<PAGE>
and (b) investment contracts or "Synthetic GICs" (as defined below) issued by
insurance companies, banks or other financial institutions (collectively,
"Investment Contracts"). For this purpose, "Synthetic GICs" means arrangements
comprised of an investment in one or more securities and a contract issued by an
insurance company, bank or other financial institution that provides for the
return of principal and an agreed upon rate of interest. All such Investment
Contracts and Synthetic GICs shall be benefit responsive (i.e., responsive to
withdrawal, transfer and benefit payment requests at book or face value and
shall satisfy any other conditions as may be required so that each such contract
can be accounted for and valued at book or face value under generally accepted
accounting principles). The underlying securities of Synthetic GICs shall
generally consist of fixed-income debt instruments.
The Fund may invest in United States Obligations and Short-term
Investment Products, so long as the average weighted days to maturity of all
such investments does not exceed 120 days. The average weighted months to
maturity of the Short-term Investment Products and the Investment Contracts
shall not exceed 18 months.
All of the investments by the Fund may be made through collective
investment funds maintained by State Street, so long as such collective
investment funds comply with the investment guidelines and restrictions
described herein.
It is the intention of the Trustee not to cause the Fund to invest in
derivative securities, except to the extent set forth in the Prospectus of the
Collective Trust from time to time in effect pursuant to which the Units of the
Fund may be issued. The Trustee, subject to consultation with ABRA, may in the
future review such investment policy.
Investments in Short-term Investment Products, other than United
States Obligations, at the time of purchase (a) must be rated or issued by
issuers that rated in either of the two highest rating categories applicable to
bonds by at least two nationally recognized statistical rating organizations
("NRSROs"), at least one of which must be Moody's Investors Service, Inc.
("Moody's") or Standard & Poor's Corporation ("S&P"), (b) must be rated or
issued by issuers that rated in the highest rating category applicable to
commercial paper by at least two NRSROs, at least one of which must be Moody's
or S&P, or (c) if unrated, must be issued or guaranteed by an issuer that has
other comparable outstanding instruments that are so rated or is itself rated in
either of the two highest rating categories by at least two NRSROs, at least
one of which must be Moody's or S&P. For purposes of this restriction, an
investment in a repurchase agreement will be considered to be an investment in
the securities that are subject to the repurchase agreement.
<PAGE>
The Stable Asset Return Fund will not invest in any Investment
Contract, unless, at the time of purchase, the Investment Contract or issuer is
rated in one of the two highest rating categories by at least two NRSROs, at
least one of which must be S&P or Moody's.
Except for Investment Contracts and United States Obligations, the
Trustee shall not invest, either directly or indirectly through one or more
collective investment funds, more than 5% of the assets of the Fund in
securities of a single issuer, determined at the time of purchase. Other than
Investment Contracts, the Trustee shall not, either directly or indirectly
through one or more collective investment funds, invest more than 10% of the
assets of the Fund in illiquid securities, including repurchase agreements with
maturities of greater than 7 days or portfolio securities that are not readily
marketable or redeemable, in each case determined at the time of purchase. The
proportion of the assets of the Fund invested, either directly or indirectly
through one or more collective investment funds, in Investment Contracts of any
one insurance company, bank or financial institution will generally not be
greater than 15% of the aggregate value of Investment Contracts included in the
Fund's portfolio, and in no event greater than 20%, in each case determined at
the time of purchase.
4. Transfers. A Participating Trust may request withdrawal of any
---------
number of Units from the Fund on any Business Day; provided, however, the
Trustee may limit or suspend certain or all withdrawal and transfer rights when
the amount of liquid assets held by the Fund are insufficient in the judgment of
the Trustee to satisfy all required withdrawal and transfer requests.
5. Trustee, Management and Administrative Fees. For services
-------------------------------------------
rendered as trustee of the Fund, the Trustee will be entitled to receive
compensation in the amount and at the time set forth in Schedule A attached
hereto.
6. Conflicts. In the event of a conflict between the terms of this
---------
document and the Declaration of Trust, the Declaration of Trust shall control
unless the Declaration of Trust specifically permits the Trustee to vary the
particular provision set forth therein.
<PAGE>
IN WITNESS WHEREOF, STATE STREET BANK AND TRUST COMPANY has caused its
name to be signed to this Amended Fund Declaration for the Stable Asset Return
Fund by its proper officer as of April 1, 1999.
ATTEST: STATE STREET BANK AND TRUST
COMPANY
By: /s/ Gary E. Jenkins By: /s/ Beth M. Halberstadt
________________________ ________________________
Name: Gary E. Jenkins Name: Beth M. Halberstadt
Title: Vice President Title: Vice President
<PAGE>
STABLE ASSET RETURN FUND
(FORMERLY ENHANCED SHORT TERM INVESTMENT FUND)
FOURTH AMENDED FUND DECLARATION
SCHEDULE A
For services rendered to the Stable Asset Return Fund, the Trustee
shall be entitled to receive with respect to the assets of the Fund a Trustee,
Management and Administrative fee, charged at the following annual rates, which
will accrue on a daily basis and will be paid monthly, provided that such fee
shall be reduced by the amount of any fee received by the Trustee (which for
these purposes shall not exceed the amount set forth below) on account of the
investment of any assets of the Fund in any other collective investment trust
maintained by the Trustee:
<TABLE>
<CAPTION>
Aggregate Value of Assets in Aggressive
Equity, Balanced, Growth Equity, Index Equity,
Intermediate Bond, International Equity,
Stable Asset Return and Value Equity Funds Rate
----------------------------------------------- ----
<S> <C>
First $1.0 billion .15 %
Next $1.8 billion .058
Over $2.8 billion .025
</TABLE>
