<PAGE>
As filed with the Securities and Exchange Commission on January 27, 1999
Registration No. 333-69427
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
AMENDMENT NO. 1
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)
----------------
<TABLE>
<S> <C>
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. [_]
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.
----------------
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>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description of Document
----------- -----------------------
<C> <S>
3.1 American Bar Association Members/State Street Collective
Trust, Declaration of Trust by State Street Bank and Trust
Company, amended and restated December 5, 1991, with
Exhibits 1-5 attached thereto, included as Exhibit 3.1 to
Registrant's Form S-1 Registration Statement No. 33-50080
and incorporated herein by reference thereto.
3.2 American Bar Association Members/State Street Collective
Trust, Amendment to Declaration of Trust by State Street
Bank and Trust Company dated July 31, 1995, included as
Exhibit 3.2 to Registrants Form S-1 Registration Statement
No. 33-92120 and incorporated herein by reference thereto.
3.3* American Bar Association Members/State Street Collective
Trust, Third Amended Fund Declaration, dated as of January
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, 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,
1992, by and between the American Bar Retirement Association
and State Street Bank and Trust Company, included as Exhibit
10.1 to Registrant's Form 10-K for the year ended December
31, 1991 and incorporated herein by reference thereto.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description of Document
----------- -----------------------
<C> <S>
10.2 Trust Agreement of the American Bar Association Members
Pooled Trust for Retirement Plans, amended and restated as
of January 1, 1992, by and between the American Bar
Retirement Association and State Street Bank and Trust
Company, included as Exhibit 10.2 to Registrant's Form 10-K
for the year ended December 31, 1991 and incorporated herein
by reference thereto.
10.3 Amendment to the American Bar Association Members Retirement
Trust dated July 31, 1995 by and between the American Bar
Retirement Association and State Street Bank and Trust
Company, included as Exhibit 10.3 to Registrants Form S-1
Registration Statement No. 33-92120 and incorporated herein
by reference thereto.
10.4 Amendment to the American Bar Association Members Pooled
Trust for Retirement Plans dated July 31, 1995 by and
between the American Bar Retirement Association and State
Street Bank and Trust Company, included as Exhibit 10.4 to
Registrants Form S-1 Registration Statement No. 33-92120 and
incorporated herein by reference thereto.
10.5 American Bar Association Members Retirement Plan--Basic Plan
Document No. 01, as approved by the Internal Revenue Service
on December 16, 1996 .
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 ended 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.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description of Document
----------- -----------------------
<C> <S>
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 Registrants Form S-1
Registration Statement No. 33-92120 and incorporated herein
by reference thereto.
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 Registrants
Form S-1 Registration Statement No. 33-92120 and
incorporated herein by reference thereto.
10.17 Investment 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--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
</TABLE>
- --------
*Filed herewith.
**Previously filed.
(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 January 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.
<TABLE>
Signature Title Date
--------- ------ ----
<S> <C> <C>
/s/ James S. Phalen President and Chief January 26, 1999
- ------------------------------------- Executive Officer
James S. Phalen of the American Bar
Association
Members/State
Street Collective
Trust (Principal
Executive Officer)
/s/ Nancy P. Antin Vice President and January 26, 1999
- ------------------------------------- Chief Financial
Nancy P. Antin Officer of the
American Bar
Association
Members/State
Street Collective
Trust (Principal
Financial Officer)
/s/ Susan C. Daniels Treasurer and Chief January 26, 1999
- ------------------------------------- Accounting Officer
Susan C. Daniels of the American Bar
Association
Members/State
Street Collective
Trust (Principal
Accounting Officer)
</TABLE>
II-4
<PAGE>
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director of State
- ------------------------------------- Street Bank and
Tenley E. Albright Trust Company
* Director of State January 26, 1999
- ------------------------------------- Street Bank and
I. MacAllister Booth Trust Company
* Director of State January 26, 1999
- ------------------------------------- Street Bank and
Marshall N. Carter Trust Company
* Director of State January 26, 1999
- ------------------------------------- Street Bank and
James I. Cash, Jr. Trust Company
* Director of State January 26, 1999
- ------------------------------------- Street Bank and
Truman S. Casner Trust Company
* Director of State January 26, 1999
- ------------------------------------- Street Bank and
Nader F. Darehshori Trust Company
* Director of State January 26, 1999
- ------------------------------------- Street Bank and
Arthur L. Goldstein Trust Company
* Director of State January 26, 1999
- ------------------------------------- Street Bank and
David P. Gruber Trust Company
</TABLE>
II-5
<PAGE>
<TABLE>
Signature Title Date
--------- ------ ----
<S> <C> <C>
* Director of State January 26, 1999
- ------------------------------------- Street Bank and
Charles F. Kaye Trust Company
* Director of State January 26, 1999
- ------------------------------------- Street Bank and
John M. Kucharski Trust Company
* Director of State January 26, 1999
- ------------------------------------- Street Bank and
Charles R. LaMantia Trust Company
* Director of State January 26, 1999
- ------------------------------------- Street Bank and
David B. Perini Trust Company
* Director of State January 26, 1999
- ------------------------------------- Street Bank and
Dennis J. Picard Trust Company
* Director of State January 26, 1999
- ------------------------------------- Street Bank and
David A. Spina Trust Company
* Director of State January 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
----------- -----------------------
<C> <S> <C>
3.1 American Bar Association Members/State Street Collective
Trust, Declaration of Trust by State Street Bank and Trust
Company, amended and restated December 5, 1991, with
Exhibits 1-5 attached thereto, included as Exhibit 3.1 to
Registrant's Form S-1 Registration Statement No. 33-50080
and incorporated herein by reference thereto.
3.2 American Bar Association Members/State Street Collective
Trust, Amendment to Declaration of Trust by State Street
Bank and Trust Company dated July 31, 1995, included as
Exhibit 3.2 to Registrants Form S-1 Registration Statement
No. 33-92120 and incorporated herein by reference thereto.
3.3* American Bar Association Members/State Street Collective
Trust, Third Amended Fund Declaration, dated as of January
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, 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,
1992, by and between the American Bar Retirement Association
and State Street Bank and Trust Company, included as Exhibit
10.1 to Registrant's Form 10-K for the year ended December
31, 1991 and incorporated herein by reference thereto.
10.2 Trust Agreement of the American Bar Association Members
Pooled Trust for Retirement Plans, amended and restated as
of January 1, 1992, by and between the American Bar
Retirement Association and State Street Bank and Trust
Company, included as Exhibit 10.2 to Registrant's Form 10-K
for the year ended December 31, 1991 and incorporated herein
by reference thereto.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description of Document
----------- -----------------------
<C> <S> <C>
10.3 Amendment to the American Bar Association Members Retirement
Trust dated July 31, 1995 by and between the American Bar
Retirement Association and State Street Bank and Trust
Company, included as Exhibit 10.3 to Registrants Form S-1
Registration Statement No. 33-92120 and incorporated herein
by reference thereto.
10.4 Amendment to the American Bar Association Members Pooled
Trust for Retirement Plans dated July 31, 1995 by and
between the American Bar Retirement Association and State
Street Bank and Trust Company, included as Exhibit 10.4 to
Registrants Form S-1 Registration Statement No. 33-92120 and
incorporated herein by reference thereto.
10.5 American Bar Association Members Retirement Plan--Basic Plan
Document No. 01, as approved by the Internal Revenue Service
on December 16, 1996.
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 ended 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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description of Document
----------- -----------------------
<C> <S> <C>
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 Registrants Form S-1
Registration Statement No. 33-92120 and incorporated herein
by reference thereto.
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 Registrants
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--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
</TABLE>
- --------
*Filed herewith.
**Previously filed.
<PAGE>
EXHIBIT 3.3
AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
COLLECTIVE TRUST
THIRD 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 January
1, 1999, State Street hereby amends and restates the Fund Declaration dated
April 11, 1997 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 duration of all such
investments does not exceed 120 days. The average weighted maturity of the
United States Obligations, 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 January 1, 1999.
ATTEST: STATE STREET BANK AND TRUST
COMPANY
By: /s/ Gary E. Jenkins By: /s/ Nancy P. Antin
________________________ ________________________
Name: Gary E. Jenkins Name: Nancy P. Antin
Title: Vice President Title: Vice President
<PAGE>
STABLE ASSET RETURN FUND
(FORMERLY ENHANCED SHORT TERM INVESTMENT FUND)
THIRD 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:
Aggregate Value of Assets in Aggressive
Equity, Balanced, Growth Equity, Index Equity,
Intermediate Bond, International Equity,
Stable Asset Return and Value Equity Funds Rate
----------------------------------------------- ----
First $1.0 billion .15 %
Next $1.8 billion .058
Over $2.8 billion .025
<PAGE>
EXHIBIT 3.4
AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
COLLECTIVE TRUST
SECOND AMENDED AND RESTATED FUND DECLARATION
INTERMEDIATE BOND FUND
Pursuant to Sections 3.03 and 7.01 of the Declaration of Trust, dated
December 5, 1991, as amended as of July 31, 1995 and as further amended as of
the date hereof, 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
January 1, 1999 State Street hereby amends and restates the Fund Declaration
dated April 12, 1996 of the Intermediate Bond Fund, an investment fund
established under the Collective Trust (the "Fund"). 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 on behalf of the Fund 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. Investment Objective. The primary investment objective of the
--------------------
Fund is to achieve a total return from current income and capital appreciation
by investing in a diversified portfolio of fixed-income securities. A portion
of the assets of the Fund, approximately 2/3 (but subject to variations based on
the performance of this portion of the Fund), will be actively managed,
investing in debt securities with a portfolio duration generally from 3 to 6
years. The actively managed portion will seek to achieve, over an extended
period of time, total returns comparable or superior to broad measures of the
domestic bond market. The remaining portion of the assets of the Fund,
approximately 1/3 (but subject to variations based on the performance of this
portion of the Fund), the index portion, will seek to replicate the Lehman
Brothers Government/Corporate Bond Index (the "LB Bond Index").
2. Investment Guidelines and Restrictions. The actively managed
--------------------------------------
portion of the Fund will be invested and reinvested primarily in obligations of
the U.S. government and the agencies and instrumentalities thereof ("U.S.
Government Obligations"); corporate debt securities; corporate commercial paper;
mortgage and other asset-backed securities; variable and floating rate debt
securities; bank certificates of deposit, fixed time deposits and bankers'
acceptances; repurchase
<PAGE>
agreements; obligations of foreign governments or their subdivisions, agencies
and instrumentalities and international agencies or supranational entities; and
foreign currency denominated securities (subject to a 20% limitation). The index
portion of the Fund will be invested so as to track the LB Bond Index. The
securities of foreign issuers may be held by the Fund directly or indirectly
through American Depository Receipts or European Depository Receipts.
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.
The Fund will not:
(a) trade in foreign currency (except transactions incidental to the
settlement of purchases or sales of securities for the Fund);
(b) make an investment in order to exercise control or management
over a company;
(c) make short sales, unless the Fund has, by reason of ownership of
other securities, the right to obtain securities of a kind and
amount equivalent to the securities sold, which right will
continue so long as the Fund is in a short position;
(d) trade in commodities or commodity contracts, except futures
contracts (including options on futures contracts) with respect
to securities and securities indices for hedging purposes or
pursuant to the investment policy regarding derivative securities
referred to above;
(e) write uncovered options;
(f) purchase real estate or mortgages, provided that the Fund may buy
shares of real estate investment trusts listed on U.S. stock
exchanges or reported on Nasdaq National Market if such purchases
are consistent with the investment objective of the Fund;
(g) invest in oil, gas or mineral leases;
<PAGE>
(h) purchase any security on margin or borrow money, except for
short-term credit necessary for clearance of securities
transactions; or
(i) make loans, except by (i) the purchase of marketable bonds,
debentures, commercial paper and similar marketable evidences of
indebtedness and (ii) engaging in repurchase agreement
transactions.
3. Initial Value of Units of the Fund. The initial value of Units
----------------------------------
of the Fund was $10.00 on September 5, 1995.
4. Restrictions on Withdrawals and Transfers. There are no
-----------------------------------------
restrictions on withdrawal and transfer. A Participating Trust may request
withdrawal of any number of Units of the Fund on any Business Day.
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 times set forth in Schedule A attached
hereto.
6. Investment Advisors and Initial Investments in Registered
---------------------------------------------------------
Investment Companies. The Trustee has determined that until a minimum level of
- --------------------
assets have been allocated to the Fund, in order to provide for efficient
investment of the Fund's assets, at inception, the assets of the Fund will be
invested in registered investment companies. It is anticipated that, after a
minimum level of assets has been allocated to each respective portion of the
Fund, such portion will be managed as a separate collective trust portfolio by
the Trustee.
The Trustee will monitor the performance of the registered investment
companies in which the Fund is invested in light of the Fund's investment
objective to determine whether the continued investment by the Fund in such
registered investment companies is appropriate. If the Trustee concludes that
the investment objectives or performance of such registered investment companies
are no longer consistent with those of the Fund, the Trustee may transfer a
portion of or all the assets of the Fund that are invested in such registered
investment companies to other registered investment companies or collective
funds managed by the Trustee that, in light of the investment objectives of the
Fund, the Trustee deems to be more appropriate.
The Trustee retains the right to appoint Investment Advisors to assist the
Trustee in managing the assets of the Fund. Any such Investment Advisors shall
be designated from time to time in Schedule B attached hereto, and the Trustee
shall enter into investment advisory agreements with such Investment Advisors
setting forth the terms and conditions (including any volume or percentage
limitations applicable to types, categories or classes of securities) under
which any such Investment Advisors
<PAGE>
will advise and make recommendations to the Trustee and the compensation to be
paid to such Investment Advisors.
7. 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.
IN WITNESS WHEREOF, STATE STREET BANK AND TRUST COMPANY has caused its
name to be signed to this Amended and Restated Fund Declaration for the
Intermediate Bond Fund by its proper officer as of January 1, 1999.
ATTEST: STATE STREET BANK AND TRUST
COMPANY
By: /s/ Gary E. Jenkins By: /s/ Nancy P. Antin
__________________________ ______________________________
Name: Gary E. Jenkins Name: Nancy P. Antin
Title: Vice President Title: Vice President
<PAGE>
INTERMEDIATE BOND FUND
SECOND AMENDED AND RESTATED FUND DECLARATION
SCHEDULE A
For services rendered to the Intermediate Bond 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:
Aggregate Value of Assets in Aggressive
Equity, Balanced, Growth Equity, Index Equity,
Intermediate Bond, International Equity,
Stable Asset Return and Value Equity Funds Rate
----------------------------------------------- ----
First $1.0 billion .15 %
Next $1.8 billion .058
Over $2.8 billion .025
<PAGE>
SCHEDULE B
INTERMEDIATE BOND FUND
SECOND AMENDED AND RESTATED FUND DECLARATION
The Trustee expects to select and enter into an Investment Advisor Agreement for
the Fund with each of the following Investment Advisors, and the Investment
Advisors will be entitled to payment of compensation as specified therein:
PACIFIC INVESTMENT MANAGEMENT COMPANY
BARCLAY'S GLOBAL INVESTORS
<PAGE>
EXHIBIT 3.5
AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
COLLECTIVE TRUST
THIRD AMENDED AND RESTATED FUND DECLARATION
BALANCED FUND
Pursuant to Sections 3.03 and 7.01 of the Declaration of Trust, dated
December 5, 1991, as amended as of July 31, 1995 and as further amended as of
the date hereof, 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
January 1, 1999 State Street hereby amends and restates the Fund Declaration
dated April 12, 1996 of the Balanced Fund, an investment fund established under
the Collective Trust (the "Fund"). 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 on behalf of the
Fund 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. Investment Objective. The primary investment objective of the
--------------------
Fund is to achieve both capital appreciation and increasing income. The Fund
will seek to achieve growth of capital through increases in the value of the
securities it holds and to realize income principally from dividends on such
securities. The Fund will seek 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.
2. Investment Guidelines and Restrictions. The assets of the Fund
--------------------------------------
shall be invested and reinvested primarily in publicly traded common stocks and
other equity-type securities, long-term debt securities (including bonds, notes,
debentures, equipment trust certificates and mortgage related securities), and
money market instruments, provided that the Trustee may invest all or any
portion of the assets of the Fund in accordance with Section 3.03(c) of the
Declaration of Trust. It is expected that (i) at least 40%, but not more than
70%, of the assets of the Fund will be invested in common stocks and other
equity-type instruments, including convertible securities and, (ii) at least
30%, but not more than 60%, of the assets of the Fund will be invested in
nonconvertible debt securities and money market instruments. Securities of non-
U.S. companies may be held by the Fund directly or indirectly through American
Depository Receipts or European Depository Receipts.
<PAGE>
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.
The Fund may invest in any of the money market securities described in
Section 3.03(c) of the Declaration of Trust subject to the following
restrictions, provided that such restrictions shall apply only at the time of
purchase of the securities:
(a) commercial paper must be either rated P-1 by Moody's Investors
Service, Inc. ("Moody's") or at least A-1 by Standard & Poor's
Corporation ("S&P");
(b) master demand notes or variable amount floating rate notes must
be issued by an issuer that has an outstanding issue of unsecured
debt that is currently rated at least A by Moody's or at least A
by S&P; and
(c) debt securities with less than one year until maturity must be
issued or guaranteed by an issuer which is currently rated at
least A by Moody's or at least A by S&P.
The Fund will not:
(a) trade in foreign currency (except transactions incidental to the
settlement of purchases or sales of securities for the Fund);
(b) make an investment in order to exercise control or management
over a company;
(c) make short sales, unless the Fund has, by reason of ownership of
other securities, the right to obtain securities of a kind and
amount equivalent to the securities sold, which right will
continue so long as the Fund is in a short position;
(d) trade in commodities or commodity contracts, except futures
contracts (including options on futures contracts) with respect
to securities and securities indices for hedging purposes or
pursuant to the investment policy regarding derivative securities
referred to above;
(e) write uncovered options;
<PAGE>
(f) purchase real estate or mortgages, provided that the Fund may buy
shares of real estate investment trusts listed on U.S. stock
exchanges or reported on the Nasdaq National Market if such
purchases are consistent with the investment objective and
restrictions set forth in this Fund Declaration;
(g) invest in the securities of registered invested companies;
(h) invest in oil, gas or mineral leases;
(i) purchase any security on margin or borrow money, except for
short-term credit necessary for clearance of securities
transactions; or
(j) make loans, except by (i) the purchase of marketable bonds,
debentures, commercial paper and similar marketable evidences of
indebtedness, and (ii) engaging in repurchase Agreement
transactions.
3. Initial Value of Units of the Fund. The initial value of Units
----------------------------------
of the Fund was the Unit value as of December 31, 1991 of the units maintained
in Separate Account No. 100 under Group Annuity Contract No. AC 2550 effective
on August 30, 1984 and issued by The Equitable Life Assurance Society of The
United States to the trustees of the American Bar Association Members Retirement
Trust and the American Bar Association Members Pooled Trust for Retirement
Plans.
4. Restrictions on Withdrawals. There is no restriction on
---------------------------
withdrawal and transfer. A Participating Trust may request withdrawal of any
number of Units of the Fund on each Business Day.
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 times set forth in Schedule A attached
hereto.
6. Investment Advisors. The Trustee retains the right to appoint
-------------------
Investment Advisors to assist the Trustee in managing the assets of the Fund.
Any such Investment Advisors shall be designated from time to time in Schedule B
attached hereto, and the Trustee shall enter into investment advisory agreements
with such Investment Advisors setting forth the terms and conditions (including
any volume or percentage limitations applicable to types, categories or classes
of securities) under which any such Investment Advisor will advise and make
recommendations to the Trustee and the compensation to be paid to such
Investment Advisors.
7. 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
<PAGE>
the Declaration of Trust specifically permits the Trustee to vary the particular
provision set forth therein.
IN WITNESS WHEREOF, STATE STREET BANK AND TRUST COMPANY has caused its
name to be signed to this Amended and Restated Fund Declaration for the Balanced
Fund by its proper officer as of January 1, 1999.
ATTEST: STATE STREET BANK AND TRUST
COMPANY
By: /s/ Gary E. Jenkins By: /s/ Nancy P. Antin
_____________________________ ______________________________
Name: Gary E. Jenkins Name: Nancy P. Antin
Title: Vice President Title: Vice President
<PAGE>
BALANCED FUND
THIRD AMENDED AND RESTATED FUND DECLARATION
SCHEDULE A
For services rendered to the Balanced Fund, State Street 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 fund
maintained by the Trustee:
Aggregate Value of Assets in Aggressive
Equity, Balanced, Growth Equity, Index Equity,
Intermediate Bond, International Equity,
Stable Asset Return and Value Equity Funds Rate
----------------------------------------------- ----
First $1.0 billion .15%
Next $1.8 billion .058%
Over $2.8 billion .025%
<PAGE>
SCHEDULE B
----------
BALANCED FUND
THIRD AMENDED AND RESTATED FUND DECLARATION
The Trustee has entered into an Investment Advisor Agreement for the Fund with
the following entities, and the Investment Advisors are entitled to payment of
compensation as specified therein:
CAPITAL GUARDIAN TRUST COMPANY
MILLER, ANDERSON & SHERRERD
<PAGE>
EXHIBIT 3.6
AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
COLLECTIVE TRUST
SECOND AMENDED AND RESTATED FUND DECLARATION
VALUE EQUITY FUND
Pursuant to Sections 3.03 and 7.01 of the Declaration of Trust, dated
December 5, 1991, and as amended as of July 31, 1995 and as further amended as
of the date hereof, 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 January 1, 1999 State Street hereby amends and restates the Fund
Declaration dated April 12, 1996 of the Value Equity Fund, an investment fund
established under the Collective Trust (the "Fund"). 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 on behalf of the Fund 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. Investment Objective. The primary investment objective of the
--------------------
Fund is to achieve long-term growth of capital and dividend income through
investment primarily in common stocks of large companies believed to be
undervalued in the market place in relation to their future earnings power. The
Fund will seek to outperform, over extended periods of time, broad measures of
the domestic stock market.
2. Investment Guidelines and Restrictions. The assets of the Fund
--------------------------------------
will be invested and reinvested primarily in common stocks issued by companies
believed to be attractively priced in relation to their long-term earnings
power, provided that the Trustee may invest a portion of the assets of the Fund
in other equity-related securities, such as convertible securities, preferred
stock and warrants, and may invest all or any portion of the assets of the Fund
in accordance with Section 3.03(c) of the Declaration of Trust. The Trustee may
also invest in non-equity securities, including investment grade bonds and
debentures and high quality money market instruments (when considered consistent
with the investment objective of the Fund). The Trustee shall not invest more
than 35% of the assets of the Fund
<PAGE>
in non-equity securities, except under the circumstances enumerated in Section
3.03(c) of the Declaration of Trust. The Fund may invest up to 15% of its assets
in securities of foreign companies. Securities of such foreign companies may be
held by the Fund directly or indirectly through American Depository Receipts or
European Depository Receipts.
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.
The Fund will not:
(a) trade in foreign currency (except transactions incidental to the
settlement of purchases or sales of securities for the Fund);
(b) make an investment in order to exercise control or management
over a company;
(c) make short sales, unless the Fund has, by reason of ownership of
other securities, the right to obtain securities of a kind and
amount equivalent to the securities sold, which right will
continue so long as the Fund is in a short position;
(d) trade in commodities or commodity contracts, except futures
contracts (including options on futures contracts) with respect
to securities and securities indices for hedging purposes or
pursuant to the investment policy regarding derivative securities
referred to above;
(e) write uncovered options;
(f) purchase real estate or mortgages, provided that the Fund may buy
shares of real estate investment trusts listed on U.S. stock
exchanges or reported on Nasdaq National Market if such purchases
are consistent with the investment objective and restrictions set
forth in this Fund Declaration;
(g) invest in securities of registered investment companies;
(h) invest in oil, gas or mineral leases;
<PAGE>
(i) purchase any security on margin or borrow money, except for
short-term credit necessary for clearance of securities
transactions; or
(j) make loans, except by (i) the purchase of marketable bonds,
debentures, commercial paper and similar marketable evidences of
indebtedness and (ii) engaging in repurchase agreement
transactions.
3. Initial Value of Units of the Fund. The initial value of Units
----------------------------------
of the Fund was $12.00 on September 5, 1995.
4. Restrictions on Withdrawal and Transfer. There are no
---------------------------------------
restrictions on withdrawal and transfer. A Participating Trust may request
withdrawal of any number of Units of the Fund on any Business Day.
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 times set forth in Schedule A attached
hereto.
6. Investment Advisors. The Trustee retains the right to appoint
-------------------
Investment Advisors to assist the Trustee in managing the assets of the Fund.
Any such Investment Advisors shall be designated from time to time in Schedule B
attached hereto, and the Trustee shall enter into investment advisory agreements
with such Investment Advisors setting forth the terms and conditions (including
any volume or percentage limitations applicable to types, categories or classes
of securities) under which any such Investment Advisors will advise and make
recommendations to the Trustee and the compensation to be paid to such
Investment Advisors.
7. 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
<PAGE>
the Declaration of Trust specifically permits the Trustee to vary the particular
provision set forth therein.
IN WITNESS WHEREOF, STATE STREET BANK AND TRUST COMPANY has caused its
name to be signed to this Amended and Restated Fund Declaration for the Value
Equity Fund by its proper officer as of January 1, 1999.
ATTEST: STATE STREET BANK AND TRUST
COMPANY
By: /s/ Gary E. Jenkins By: /s/ Nancy P. Antin
___________________________ _______________________________
Name: Gary E. Jenkins Name: Nancy P. Antin
Title: Vice President Title: Vice President
<PAGE>
VALUE EQUITY FUND
SECOND AMENDED AND RESTATED FUND DECLARATION
SCHEDULE A
For services rendered to the Value Equity 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 fund
maintained by the Trustee:
Aggregate Value of Assets in Aggressive
Equity, Balanced, Growth Equity, Index Equity,
Intermediate Bond, International Equity,
Stable Asset Return and Value Equity Funds Rate
----------------------------------------------- ----
First $1 billion .15 %
Next $1.8 billion .058
Over $2.8 billion .025
<PAGE>
SCHEDULE B
VALUE EQUITY FUND
SECOND AMENDED AND RESTATED FUND DECLARATION
The Trustee has entered into an Investment Advisor Agreement for the Fund with
SANFORD C. BERNSTEIN & CO., INC., and the Investment Advisor will be entitled to
payment of compensation as specified therein.
<PAGE>
EXHIBIT 3.7
AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
COLLECTIVE TRUST
THIRD AMENDED AND RESTATED FUND DECLARATION
GROWTH EQUITY FUND
Pursuant to Sections 3.03 and 7.01 of the Declaration of Trust, dated
December 5, 1991, as amended as of July 31, 1995 and as further amended as of
the date hereof, 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
January 1, 1999 State Street hereby amends and restates the Fund Declaration
dated April 12, 1996 of the Growth Equity Fund, an investment fund established
under the Collective Trust (the "Fund"). 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 on behalf of the
Fund 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. Investment Objective. The primary investment objective of the
--------------------
Fund is to achieve long-term growth of capital, and the secondary investment
objective of the Fund is to realize income. The Fund will seek to achieve
growth of capital through increases in the value of the securities it holds and
to realize income principally from dividends on such securities. The Fund will
seek to achieve, over an extended period of time, total returns comparable to or
superior to those attained by broad measures of the domestic stock market.
2. Investment Guidelines and Restrictions. The assets of the Fund
--------------------------------------
shall be invested and reinvested primarily in common stocks issued by large,
well-established companies, provided that the Trustee may invest a portion of
the assets of the Fund in convertible securities and may invest all or any
portion of the assets of the Fund in accordance with Section 3.03(c) of the
Declaration of Trust. The Trustee may also invest in non-equity securities,
including investment grade bonds and debentures and high quality money market
instruments, if the Trustee, in the reasonable exercise of its fiduciary
discretion, determines that such investments may contribute to the attainment of
the Fund's investment objective. The Trustee shall not invest more than 35% of
the assets of the Fund in non-equity securities, except under the circumstances
enumerated in Section 3.03(c) of the Declaration of Trust.
<PAGE>
Securities of non-U.S. companies may be held by the Fund directly or indirectly
through American Depository Receipts or European Depository Receipts.
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.
The Fund will not:
(a) trade in foreign currency (except transactions incidental to the
settlement of purchases or sales of securities for the Fund);
(b) make an investment in order to exercise control or management
over a company;
(c) make short sales, unless the Fund has, by reason of ownership of
other securities, the right to obtain securities of a kind and
amount equivalent to the securities sold, which right will
continue so long as the Fund is in a short position;
(d) trade in commodities or commodity contracts, except futures
contracts (including options on futures contracts) with respect
to securities and securities indices for hedging purposes or
pursuant to the investment policy regarding derivative securities
referred to above;
(e) write uncovered options;
(f) purchase real estate or mortgages, provided that the Fund may buy
shares of real estate investment trusts listed on U.S. stock
exchanges or reported on the Nasdaq National Market if such
purchases are consistent with the investment objective and
restrictions set forth in this Fund Declaration;
(g) invest in the securities of registered invested companies;
(h) invest in oil, gas or mineral leases;
(i) purchase any security on margin or borrow money, except for
short-term credit necessary for clearance of securities
transactions; or
<PAGE>
(j) make loans, except by (i) the purchase of marketable bonds,
debentures, commercial paper and similar marketable evidences of
indebtedness, and (ii) engaging in repurchase agreement
transactions.
The Trustee intends to operate the Fund as a "qualifying entity"
pursuant to Regulation 4.5 of the Commodity Exchange Act (the "Act").
Therefore, the Fund will limit its positions in commodity futures or option
contracts which do not come within the meaning and intent of section 1.3(z)(1)
of the Act to positions for which the aggregate initial margin and premiums will
not exceed five percent of the net asset value of the Fund.
3. Initial Value of Units of the Fund. The initial value of Units
----------------------------------
of the Fund was the Unit value as of December 31, 1991 of the units maintained
in Separate Account No. 100 under Group Annuity Contract No. AC 2550 effective
on August 30, 1984 and issued by The Equitable Life Assurance Society of The
United States to the trustees of the American Bar Association Members Retirement
Trust and the American Bar Association Members Pooled Trust for Retirement
Plans.
4. Restrictions on Withdrawals. There is no restriction on
---------------------------
withdrawal and transfer. A Participating Trust may request withdrawal of any
number of Units of the Fund on each Business Day.
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 times set forth in Schedule A attached
hereto.
6. Investment Advisors. The Trustee retains the right to appoint
-------------------
Investment Advisors to assist the Trustee in managing the assets of the Fund.
Any such Investment Advisors shall be designated from time to time in Schedule B
attached hereto, and the Trustee shall enter into investment advisory agreements
with such Investment Advisors setting forth the terms and conditions (including
any volume or percentage limitations applicable to types, categories or classes
of securities) under which any such Investment Advisor will advise and make
recommendations to the Trustee and the compensation to be paid to such
Investment Advisor.
7. 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 and Restated Fund Declaration for the Growth
Equity Fund by its proper officer as of January 1, 1999.
ATTEST: STATE STREET BANK AND TRUST
COMPANY
By: /s/ Gary E. Jenkins By: /s/ Nancy P. Antin
_________________________ ____________________________
Name: Gary E. Jenkins Name: Nancy P. Antin
Title: Vice President Title: Vice President
<PAGE>
GROWTH EQUITY FUND
THIRD AMENDED AND RESTATED FUND DECLARATION
SCHEDULE A
For services rendered to the Growth Equity Fund, State Street 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 fund
maintained by the Trustee:
Aggregate Value of Assets in Aggressive
Equity, Balanced, Growth Equity, Index Equity,
Intermediate Bond, International Equity,
Stable Asset Return and Value Equity Funds Rate
----------------------------------------------- ----
First $1.0 billion .15%
Next $1.8 billion .058%
Over $2.8 billion .025%
<PAGE>
SCHEDULE B
----------
GROWTH EQUITY FUND
THIRD AMENDED AND RESTATED FUND DECLARATION
The Trustee has entered into an Investment Advisor Agreement for the Fund with
the following entities, and the Investment Advisors are entitled to payment of
compensation as specified therein:
CAPITAL GUARDIAN TRUST COMPANY
LINCOLN CAPITAL MANAGEMENT COMPANY
DRESDNER RCM GLOBAL INVESTORS LLC
BANKERS TRUST COMPANY
<PAGE>
EXHIBIT 3.8
AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
COLLECTIVE TRUST
THIRD AMENDED AND RESTATED FUND DECLARATION
INDEX EQUITY FUND
Pursuant to Sections 3.03 and 7.01 of the Declaration of Trust, dated
December 5, 1991, as amended as of July 31, 1995 and as further amended as of
the date hereof, 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
January 1, 1999 State Street hereby amends and restates the Fund Declaration
dated April 12, 1996 of the Index Equity Fund, an investment fund established
under the Collective Trust (the "Fund"). 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 on behalf of the
Fund 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 Fund. The name of this investment fund shall be "Index
------------
Equity Fund" (the "Index Fund").
2. Investment Objective. The primary investment objective of the
--------------------
Index Fund is to replicate the total return of the Russell 3000 Index (the
"Russell Index") by investing in common stocks included in the Russell Index,
with the overall objective of achieving long-term growth of capital.
3. Investment Guidelines and Restrictions. The assets of the Index
--------------------------------------
Fund will be invested and reinvested primarily in common stocks issued by
companies included in the Russell Index through collective investment funds
maintained by the Trustee. The Index Fund may invest temporarily for defensive
purposes, without limitation, in certain short-term fixed-income securities in
accordance with Section 3.03(c) of the Declaration of Trust. The Trustee may
also invest in non-equity securities, including investment grade bonds and
debentures and high quality money market instruments (when considered consistent
with the investment objective of the Index Fund). Such securities may be used
to invest uncommitted cash balances or to
<PAGE>
maintain liquidity to meet shareholder redemptions. The Index Fund will
concentrate in particular industries to the extent that the Russell Index
concentrates in those industries. The Index Fund will not borrow money, except
as a temporary measure for extraordinary or emergency purposes or to facilitate
redemptions (not for leveraging or investment).
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.
The Index Fund will not:
(a) trade in foreign currency (except transactions incidental to the
settlement of purchases or sales of securities for the Fund);
(b) make an investment in order to exercise control or management
over a company;
(c) make short sales, unless the Index Fund has, by reason of
ownership of other securities, the right to obtain securities of
a kind and amount equivalent to the securities sold, which right
will continue so long as the Index Fund is in a short position;
(d) trade in commodities or commodity contracts, except futures
contracts (including options on futures contracts) with respect
to securities and securities indices for hedging purposes or
pursuant to the investment policy regarding derivative securities
referred to above;
(e) write uncovered options;
(f) purchase real estate or mortgages, provided that the Index Fund
may buy shares of real estate investment trusts listed on U.S.
stock exchanges or reported on Nasdaq National Market if such
purchases are consistent with the investment objective and
restrictions set forth in this Fund Declaration;
(g) invest in oil, gas or mineral leases;
(h) purchase any security on margin or borrow money, except for
short-term credit necessary for clearance of securities
transactions; or
<PAGE>
(i) make loans, except by (i) the purchase of marketable bonds,
debentures, commercial paper and similar marketable evidences of
indebtedness and (ii) engaging in repurchase agreement
transactions.
The Trustee intends to operate the Fund as a "qualifying entity"
pursuant to Regulation 4.5 of the Commodity Exchange Act (the "Act").
Therefore, the Fund will limit its positions in commodity futures or option
contracts which do not come within the meaning and intent of section 1.3(z)(1)
of the Act to positions for which the aggregate initial margin and premiums will
not exceed five percent of the net asset value of the Fund.
4. Initial Value of Units of the Fund. The initial value of the
----------------------------------
Units of the Fund was $10.00 on May 2, 1994.
5. Restrictions on Withdrawals and Transfers. There are no
-----------------------------------------
restrictions on withdrawal and transfer. A Participating Trust may request
withdrawal of any number of Units of the Index Fund on any Business Day.
6. Trustee, Management and Administrative Fees. For services
-------------------------------------------
rendered as trustee of the Index Fund, the Trustee will be entitled to receive
compensation in the amount and at the times set forth in Schedule A attached
hereto.
7. 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.
IN WITNESS WHEREOF, STATE STREET BANK AND TRUST COMPANY has caused its
name to be signed to this Amended and Restated Fund Declaration for the Index
Fund by its proper officer as of January 1, 1999.
ATTEST: STATE STREET BANK AND TRUST
COMPANY
By: /s/ Gary E. Jenkins By: /s/ Nancy P. Antin
__________________________ _______________________________
Name: Gary E. Jenkins Name: Nancy P. Antin
Title: Vice President Title: Vice President
<PAGE>
INDEX EQUITY FUND
THIRD AMENDED AND RESTATED FUND DECLARATION
SCHEDULE A
For services rendered to the Index Fund, the Trustee shall be entitled
to receive with respect to the assets of the Index Fund a 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 Index Fund in
any other collective investment fund 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 million .025
</TABLE>
<PAGE>
EXHIBIT 3.9
AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
COLLECTIVE TRUST
THIRD AMENDED AND RESTATED FUND DECLARATION
AGGRESSIVE EQUITY FUND
Pursuant to Sections 3.03 and 7.01 of the Declaration of Trust, dated
December 5, 1991, as amended as of July 31, 1995 and as further amended as of
the date hereof, 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
January 1, 1999, State Street hereby amends and restates the Fund Declaration
dated April 12, 1996 of the Aggressive Equity Fund, an investment fund
established under the Collective Trust (the "Fund"). 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 on behalf of the Fund 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. Investment Objective. The primary investment objective of the
--------------------
Fund is to achieve long-term growth of capital, and the secondary investment
objective of the Fund is to realize income. The Fund will seek to achieve
growth of capital through increases in the value of the securities it holds and
to realize income principally from dividends on such securities. The Fund will
seek to achieve, over an extended period of time, total returns comparable to or
superior to those attained by broad measures of the domestic stock market.
2. Investment Guidelines and Restrictions. The assets of the Fund
--------------------------------------
shall be invested and reinvested primarily in common stocks issued by large,
well-established companies, provided that the Trustee may invest a portion of
the assets of the Fund in convertible securities and may invest all or any
portion of the assets of the Fund in accordance with Section 3.03(c) of the
Declaration of Trust. The Trustee may also invest in non-equity securities,
including investment grade bonds and debentures and high quality money market
instruments, if the Trustee, in the reasonable exercise of its fiduciary
discretion, determines that such investments may contribute to the attainment of
the Fund's investment objective. The Trustee shall not invest more than 35% of
the assets of the Fund in non-equity securities, except under the circumstances
enumerated in Section 3.03(c) of the Declaration of Trust.
<PAGE>
Securities of non-U.S. companies may be held by the Fund directly or indirectly
through American Depository Receipts or European Depository Receipts.
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.
The Fund will not:
(a) trade in foreign currency (except transactions incidental to the
settlement of purchases or sales of securities for the Fund);
(b) make an investment in order to exercise control or management
over a company;
(c) make short sales, unless the Fund has, by reason of ownership of
other securities, the right to obtain securities of a kind and
amount equivalent to the securities sold, which right will
continue so long as the Fund is in a short position;
(d) trade in commodities or commodity contracts, except futures
contracts (including options on futures contracts) with respect
to securities and securities indices for hedging purposes or
pursuant to the investment policy regarding derivative securities
referred to above;
(e) write uncovered options;
(f) purchase real estate or mortgages, provided that the Fund may buy
shares of real estate investment trusts listed on U.S. stock
exchanges or reported on the Nasdaq National Market if such
purchases are consistent with the investment objective and
restrictions set forth in this Fund Declaration;
(g) invest in the securities of registered invested companies;
(h) invest in oil, gas or mineral leases;
(i) purchase any security on margin or borrow money, except for
short-term credit necessary for clearance of securities
transactions; or
<PAGE>
(j) make loans, except by (i) the purchase of marketable bonds,
debentures, commercial paper and similar marketable evidences of
indebtedness, and (ii) engaging in repurchase agreement
transactions.
3. Initial Value of Units of the Fund. The initial value of Units
----------------------------------
of the Fund was the Unit value as of December 31, 1991 of the units maintained
in Separate Account No. 100 under Group Annuity Contract No. AC 2550 effective
on August 30, 1984 and issued by The Equitable Life Assurance Society of The
United States to the trustees of the American Bar Association Members Retirement
Trust and the American Bar Association Members Pooled Trust for Retirement
Plans.
4. Restrictions on Withdrawals. There is no restriction on
---------------------------
withdrawal and transfer. A Participating Trust may request withdrawal of any
number of Units of the Fund on each Business Day.
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 times set forth in Schedule A attached
hereto.
6. Investment Advisors. The Trustee retains the right to appoint
-------------------
Investment Advisors to assist the Trustee in managing the assets of the Fund.
Any such Investment Advisors shall be designated from time to time in Schedule B
attached hereto, and the Trustee shall enter into investment advisory agreements
with such Investment Advisors setting forth the terms and conditions (including
any volume or percentage limitations applicable to types, categories or classes
of securities) under which any such Investment Advisor will advise and make
recommendations to the Trustee and the compensation to be paid to such
Investment Advisor.
7. 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 and Restated Fund Declaration for the
Aggressive Equity Fund by its proper officer as of January 1, 1999.
ATTEST: STATE STREET BANK AND TRUST
COMPANY
By: /s/ Gary E. Jenkins By: /s/ Nancy P. Antin
_______________________ _________________________
Name: Gary E. Jenkins Name: Nancy P. Antin
Title: Vice President Title: Vice President
<PAGE>
AGGRESSIVE EQUITY FUND
THIRD AMENDED AND RESTATED FUND DECLARATION
SCHEDULE A
For services rendered to the Aggressive Equity Fund, State Street
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 fund
maintained by the Trustee:
Aggregate Value of Assets in Aggressive
Equity, Balanced, Growth Equity, Index Equity,
Intermediate Bond, International Equity,
Stable Asset Return and Value Equity Funds Rate
----------------------------------------------- ----
First $1.0 billion .15%
Next $1.8 billion .058%
Over $2.8 billion .025%
<PAGE>
SCHEDULE B
----------
AGGRESSIVE EQUITY FUND
THIRD AMENDED AND RESTATED FUND DECLARATION
The Trustee has entered into an Investment Advisor Agreement for the Fund with
the following entities, and the Investment Advisors are entitled to payment of
compensation as specified therein:
CAPITAL GUARDIAN TRUST COMPANY
SIT INVESTMENT ASSOCIATES, INC.
<PAGE>
EXHIBIT 3.10
AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
COLLECTIVE TRUST
SECOND AMENDED AND RESTATED FUND DECLARATION
INTERNATIONAL EQUITY FUND
Pursuant to Sections 3.03 and 7.01 of the Declaration of Trust, dated
December 5, 1991, as amended as of July 31, 1995 and as further amended as of
the date hereof, 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
January 1, 1999 State Street hereby amends and restates the Fund Declaration
dated April 12, 1996 of the International Equity Fund, an investment fund
established under the Collective Trust (the "Fund"). 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 on behalf of the Fund 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. Investment Objective. The primary investment objective of the
--------------------
Fund is to achieve long-term growth of capital through investment primarily in
common stocks of established non-U.S. companies. The Fund will seek to achieve,
growth of capital through capital appreciation, dividend income and currency
gains. The Fund will seek to achieve, over an extended period time, total
returns comparable to or superior to broad measures of the international (non-
U.S.) stock market.
2. Investment Guidelines and Restrictions. The assets of the Fund
--------------------------------------
will be invested and reinvested primarily in common stocks issued by established
non-U.S. companies that are believed to have the potential for growth of
capital, provided that the Trustee may invest a portion of the assets of the
Fund in other equity-related securities, such as convertible securities,
preferred stock and warrants of such foreign companies, and may invest all or
any portion of the assets of the Fund in accordance with Section 3.03(c) of the
Declaration of Trust. The Trustee may also invest in non-equity securities,
including foreign corporate and governmental debt securities (when considered
consistent with the investment objective of the Fund). Under exceptional
economic or market conditions abroad, the Trustee may temporarily invest all or
a major portion of the assets of the Fund in obligations issued or guaranteed by
the United States government or debt obligations of U.S. companies. The Trustee
shall not invest more than 35% of the assets of the Fund in non-equity
securities, except under
<PAGE>
the circumstances enumerated in Section 3.03(c) of the Declaration of Trust.
Within this limitation, the Fund may maintain a small cash reserve, which may be
invested only in short-term Investment Products (as defined in the Stable Asset
Return Amended Fund Declaration). The securities of non-U.S. companies may be
held by the Fund directly or indirectly through American Depository Receipts or
European Depository Receipts.
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.
The Fund will not:
(a) trade in foreign currency (except transactions incidental to the
settlement of purchases or sales of securities for the Fund);
(b) make an investment in order to exercise control or management
over a company;
(c) make short sales, unless the Fund has, by reason of ownership of
other securities, the right to obtain securities of a kind and
amount equivalent to the securities sold, which right will
continue so long as the Fund is in a short position;
(d) trade in commodities or commodity contracts, except futures
contracts (including options on futures contracts) with respect
to securities and securities indices for hedging purposes or
pursuant to the investment policy regarding derivative securities
referred to above;
(e) write uncovered options;
(f) purchase real estate or mortgages, provided that the Fund may buy
shares of real estate investment trusts listed on U.S. stock
exchanges or reported on Nasdaq National Market if such purchases
are consistent with the investment objective and restrictions set
forth in this Fund Declaration;
(g) invest in oil, gas or mineral leases;
<PAGE>
(h) purchase any security on margin or borrow money, except for
short-term credit necessary for clearance of securities
transactions; or
(i) make loans, except by (i) the purchase of marketable bonds,
debentures, commercial paper and similar marketable evidences of
indebtedness and (ii) engaging in repurchase Agreement
transactions.
3. Initial Value of Units of the Fund. The initial value of Units
----------------------------------
of the Fund was $15.00 on September 5, 1995.
4. Restrictions on Withdrawals and Transfers. There are no
-----------------------------------------
restrictions on withdrawal and transfer. A Participating Trust may request
withdrawal of any number of Units of the Fund on any Business Day.
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 times set forth in Schedule A attached
hereto.
6. Investment Advisor and Initial Investment in Registered
-------------------------------------------------------
Investment Companies. The Trustee has determined that until a minimum level of
- --------------------
assets have been allocated to the Fund, at inception, the assets of the Fund
will be invested in one or more registered investment companies. It is
anticipated that, after a minimum level of assets have been allocated to the
Fund, the Fund may be managed as a separate collective trust portfolio by the
Trustee.
The Trustee will monitor the performance of the registered investment
companies in light of the Fund's investment objective to determine whether the
continued investment by the Fund in such registered investment companies is
appropriate. If the Trustee concludes that the investment objectives or
performance of such registered investment companies are no longer consistent
with those of the Fund, the Trustee may transfer a portion of or all the assets
of the Fund that are invested in such registered investment companies to other
registered investment companies or collective funds managed by the Trustee that,
in light of the investment objectives of the Fund, the Trustee deems to be more
appropriate.
The Trustee retains the right to appoint Investment Advisors to assist
the Trustee in managing the assets of the Fund. Any such Investment Advisors
shall be designated from time to time in Schedule B attached hereto, and the
Trustee shall enter into investment advisory agreements with such Investment
Advisors setting forth the terms and conditions (including any volume or
percentage limitations applicable to types, categories or classes of securities)
under which any such Investment Advisors
<PAGE>
will advise and make recommendations to the Trustee and the compensation to be
paid to such Investment Advisors.
7. 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.
IN WITNESS WHEREOF, STATE STREET BANK AND TRUST COMPANY has caused its
name to be signed to this Amended and Restated Fund Declaration for the
International Equity Fund by its proper officer as of January 1, 1999.
ATTEST: STATE STREET BANK AND TRUST
COMPANY
By: /s/ Gary E. Jenkins By: /s/ Nancy P. Antin
_______________________ __________________________
Name: Gary E. Jenkins Name: Nancy P. Antin
Title: Vice President Title: Vice President
<PAGE>
INTERNATIONAL EQUITY FUND
SECOND AMENDED AND RESTATED FUND DECLARATION
SCHEDULE A
For services rendered to the International Equity Fund, State Street
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 fund
maintained by the Trustee:
Aggregate Value of Assets in Aggressive
Equity, Balanced, Growth Equity, Index Equity,
Intermediate Bond, International Equity,
Stable Asset Return and Value Equity Funds Rate
----------------------------------------------- ----
First $1.0 billion .15 %
Next $1.8 billion .058
Over $2.8 billion .025
<PAGE>
SCHEDULE B
INTERNATIONAL EQUITY FUND
SECOND AMENDED AND RESTATED FUND DECLARATION
The Trustee expects to select and enter into an Investment Advisor Agreement for
the Fund with ROWE-PRICE FLEMING INTERNATIONAL, INC., and the Investment Advisor
will be entitled to payment of compensation as specified therein.
<PAGE>
EXHIBIT 3.11
AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
COLLECTIVE TRUST
FIRST AMENDED AND RESTATED FUND DECLARATION
STRUCTURED PORTFOLIO SERVICE
Pursuant to Article III of the Declaration of Trust, dated December 5,
1991 (the "Declaration of Trust"), 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 January 1, 1999 State Street hereby amends and
restates the Fund Declaration dated September 5, 1995 of the Structured
Portfolio Service (the "Portfolio Service") constituting of three separate
portfolios, each of which shall constitute a separate Fund established pursuant
to the Declaration of Trust. The holder of an interest in the Portfolio Service
shall have no rights as such, other than the rights of a holder of the separate
portfolio. The provisions of the Collective 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 herein shall have the meanings set forth in the Declaration of Trust.
1. Investment Objective. the purpose of the Portfolio Service is to
--------------------
provide investment diversification by offering three distinct portfolios,
conservative, moderate and aggressive, each with a different investment strategy
and different risk and reward characteristics. The conservative portfolio will
place an emphasis on shorter-term and fixed-income securities and is intended
for investors with lower risk tolerance who seek returns based primarily on
higher current investment income. The moderate portfolio will take a more
balanced approach (in comparison to the conservative portfolio) and is intended
for investors who seek returns based upon relatively stable investment income
but who also desire an increased potential for growth. The aggressive portfolio
will place an emphasis on stocks and is intended for investors who have a higher
degree of risk tolerance and who seek capital appreciation.
2. Investment Guidelines and Restrictions. The Portfolio Service
--------------------------------------
will provide investment diversification by utilizing seven of the Program's
Funds: the Stable Asset Return Fund, the Intermediate Bond Fund, the Value
Equity Fund, the Growth Equity Fund, the Index Equity Fund, the Aggressive
Equity Fund and the International Equity Fund (collectively, the "Investment
Funds"). The conservative, moderate and aggressive portfolios will be allocated
among the Investment Funds in the following percentages:
<PAGE>
Conservative:
Stable Asset Return Fund................. 30%
Intermediate Bond Fund................... 35%
Value Equity Fund........................ 7%
Growth Equity Fund....................... 7%
Index Equity Fund........................ 14%
International Equity Fund................ 7%
Moderate:
Stable Asset Return Fund................. 10%
Intermediate Bond Fund................... 30%
Value Equity Fund........................ 11%
Growth Equity Fund....................... 11%
Index Equity Fund........................ 23%
International Equity Fund................ 15%
Aggressive:
Stable Asset Return Fund................. 15%
Intermediate Bond Fund................... 15%
Value Equity Fund........................ 15%
Growth Equity Fund....................... 30%
Index Equity Fund........................ 5%
International Equity Fund................ 20%
Allocations among the Investment Funds will be readjusted on the first
business day of each month to maintain these percentages and allocations may
vary from the above percentages between adjustment dates.
3. Value of Units in each Portfolio. the initial value of a Unit in
--------------------------------
each portfolio of the Portfolio Service was $10.00 for the conservative
portfolio, $10.00 for the moderate portfolio and $10.00 for the aggressive
portfolio on September 5, 1995. Units of each portfolio in the Portfolio
Service will be represented by the aggregate values of the Units of the
Investment Funds held by such portfolio as determined in accordance with Article
IV of the Declaration of Trust.
4. Restrictions on Withdrawals and Transfers. There are no
-----------------------------------------
restrictions on withdrawal and transfer. Units in each portfolio of the
Portfolio Service may be withdrawn on any Business Day.
5. 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
<PAGE>
Declaration of Trust specifically permits the Trustee to vary the particular
provision set forth therein.
IN WITNESS WHEREOF, STATE STREET BANK AND TRUST COMPANY has caused its
name to b signed to this Amended and Restated Fund Declaration for the Portfolio
Service by its proper officer as of January 1, 1999.
ATTEST: STATE STREET BANK AND TRUST
COMPANY
By: /s/ Gary E. Jenkins By: /s/ Nancy P. Antin
___________________________ _______________________________
Name: Gary E. Jenkins Name: Nancy P. Antin
Title: Vice President Title: Vice President
<PAGE>
EXHIBIT 5.1
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 Avenue of the Americas
New York, New York 10019-6064
Telephone: (212) 373-3000
Facsimile: (212) 757-3990
January 27, 1999
American Bar Retirement Association
541 North Fairbank Court
Chicago, Illinois 60611-3314
State Street Bank and Trust
Company
225 Franklin Street
Boston, Massachusetts 02110
American Bar Association Members/
State Street Collective Trust
Registration Statement on Form S-1
File No. 333-69427
----------------------------------
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement on Form
S-1 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933 (the "Act") and the rules and
regulations under it (the "Rules"), we have been requested by State Street Bank
and Trust Company (the "Trustee"), a Massachusetts trust company, and the
trustee of the American Bar Association Members/State Street Collective Trust
(the "Collective Trust"), a
<PAGE>
2
collective trust established and maintained by the Trustee for the purpose of
providing various investment vehicles for assets contributed by members of the
American Bar Association Members Retirement Program, a program sponsored by the
American Bar Retirement Association, an Illinois not-for-profit corporation
("ABRA"), to render our opinion as to the legality of the $2,000,000,000 of
units of beneficial interests in eight collective investment funds and three
portfolios of a Structured Portfolio Service (the "Units") established by the
Trustee under the Collective Trust and that are registered under the
Registration Statement.
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"): the Registration Statement; the
Administrative and Investment Services Agreement dated as of January 1, 1999
between ABRA and the Trustee; the American Bar Association Members Retirement
Trust dated January 1, 1992 between ABRA and the Trustee, as amended; the
American Bar Association Members Pooled Trust for Retirement Plans dated January
1, 1992 between ABRA and the Trustee, as amended; and the Declaration of Trust
dated August 8, 1991, as amended and restated through November 18, 1991, as
amended, and all exhibits to them. In addition, we have examined those other
certificates, agreements and documents as we deemed relevant and necessary as a
basis for our opinion.
In our examination of the above documents, we have assumed, without
independent investigation, the enforceability of the Documents against each
party to them, the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
certified, photostatic,
<PAGE>
3
reproduced or conformed copies of valid existing agreements or other documents,
the authenticity of all these latter documents and the legal capacity of all
individuals who have executed any of the documents we have reviewed.
Based on the above, and subject to the stated assumptions, we are of
the opinion that the Units, when issued and delivered and paid for as
contemplated in the Registration Statement and the Documents, will be legally
issued, fully paid and non-assessable by the Trustee.
We are members of the Bar of the State of New York and do not purport
to be experts in, or to express any opinion concerning, the laws of any
jurisdiction other than the laws of the State of New York and the Federal laws
of the United States. With your permission, this opinion is rendered as to all
matters relating to Massachusetts law in reliance upon the opinion dated today
of Goodwin, Procter & Hoar LLP, which is filed as an exhibit to the Registration
Statement. Our opinions are rendered only with respect to the laws, and the
rules, regulations and orders under them, which are currently in effect.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement. In giving
this consent, we do not agree that we come within the category of persons whose
consent is required by the Act or the Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
--------------------------------------------
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
<PAGE>
Exhibit 5.2
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
January 27, 1999
American Bar Association Members/
State Street Collective Trust
225 Franklin Street
Boston, MA 02110
Ladies and Gentlemen:
In connection with Amendment No. 1 to the Registration Statement on Form S-1,
registration number 333-69427 (the "Registration Statement"), of the American
Bar Association Members/State Street Collective Trust (the "Collective Trust"),
being filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, with respect to the offering of units of
beneficial interest with an aggregate offering price of up to two billion
dollars ($2,000,000,000) (the "Units") in the Collective Trust, we have been
requested as special Massachusetts counsel to the Collective Trust to furnish
our opinion as to the legality of the Units registered pursuant to the
Registration Statement.
For purposes of rendering this opinion, we have examined (i) the Amended and
Restated Declaration of Trust of the Collective Trust dated December 5, 1991, as
amended as of July 31, 1995, April 12, 1996, April 11, 1997 and January 1, 1999
(the "Trust Declaration"); (ii) (a) the Third Amended and Restated Fund
Declaration of Balanced Fund dated as of January 1, 1999, (b) the Third Amended
and Restated Fund Declaration of Growth Equity Fund dated as of January 1, 1999,
(c) the Third Amended and Restated Fund Declaration of Index Equity Fund dated
as of January 1, 1999, (d) the Third Amended and Restated Fund Declaration of
Aggressive Equity Fund dated as of January 1, 1999, (e) the Second Amended and
Restated Fund Declaration of Intermediate Bond Fund dated as of January 1, 1999,
(f) the Second Amended and Restated Fund Declaration of Value Equity Fund dated
as of January 1, 1999, (g) the Second Amended and Restated Fund Declaration of
International Equity Fund dated as of January 1, 1999, (h) the Third Amended
Fund Declaration of Stable Asset Return Fund (formerly Enhanced Short Term
Investment Fund) dated as of January 1, 1999, and (i) the First Amended and
Restated Fund Declaration of Structured Portfolio Service, dated as of January
1, 1999 (collectively, the "Fund Declarations"); and (iii) such other documents,
records and certificates as we have deemed necessary or appropriate to render
the opinion expressed below. We have assumed the genuineness of all signatures
and the authenticity and completeness of all items submitted to us as originals,
the conformity with originals and the completeness of all items submitted to us
as copies, and the legal capacity of all natural persons. With respect to
documents executed by the American Bar Retirement Association, we have assumed
that such entity has the power to enter into and perform its obligations
thereunder and we have assumed the due authorization by such entity of all
requisite action and the due execution and delivery of such documents by such
entity.
<PAGE>
GOODWIN, PROCTER & HOAR LLP
American Bar Association Members/
State Street Collective Trust
January 27, 1999
Page 2
We assume for purposes of this opinion that the notices required under
Sections 3.01 and 3.03(a) of the Trust Declaration have been duly given in
connection with the establishment of Funds and all amendments to the Fund
Declarations. We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion herein concerning the laws of any
jurisdictions other than the laws of The Commonwealth of Massachusetts.
Based upon and subject to the foregoing, we are of the opinion that, under
the laws of The Commonwealth of Massachusetts, in which state the Collective
Trust is organized, the Units, when issued in accordance with the terms of the
Prospectus contained in the Registration Statement, as in effect at the time of
issuance, will be legally issued, fully paid and non-assessable by the trustee
of the Collective Trust.
We have not assisted with or participated in the preparation of the
Registration Statement or the Prospectus and, therefore, are not passing upon,
and do not assume any responsibility for, the accuracy, completeness or fairness
of any of the statements contained in the Registration Statement or the
Prospectus or in any of the documents contained in the Registration Statement or
incorporated therein by reference, and we make no representation that we have
independently verified the accuracy, completeness or fairness of such
statements. Without limiting the foregoing, we assume no responsibility for,
and have not independently verified, the accuracy, completeness or fairness of
the financial statements or notes thereto, financial schedules and other
financial and statistical data included in the Registration Statement and the
Prospectus, and we have not examined the accounting, financial or statistical
records from which such statements and notes, schedules and data are derived.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus under
the caption "Legal Matters." In addition, we understand that Paul, Weiss,
Rifkind, Wharton & Garrison intends to rely on this opinion in rendering an
opinion to the Collective Trust in connection with the Registration Statement
and we hereby consent to such reliance.
Very truly yours,
/s/Goodwin, Procter & Hoar LLP
Goodwin, Procter & Hoar LLP
