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Exhibit 3.1





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 July 15, 2002 and December 1, 2004, and as amended and restated effective May 1, 2009 (the “Declaration of Trust”), which authorizes State Street Bank and Trust Company of New Hampshire as trustee (“State Street” or the “Trustee”) of the American Bar Association Members/State Street Collective Trust (the “Collective Trust”) to establish investment funds under the Collective Trust, effective as of January 19, 2010, State Street hereby amends and restates the Fund Declaration dated June 29, 2009 of the of the Large Cap 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 Fund’s investment objective is to achieve long-term growth of capital. Any income received is incidental to this objective. The Fund seeks to outperform, over extended periods of time, broad measures of the United States stock market.

2. Investment Guidelines and Restrictions . The assets of the Fund will be invested and reinvested primarily in common stocks and other equity-type securities issued by larger-capitalization companies (those with market capitalizations greater than $1 billion at the time of investment), provided that the Trustee may invest a portion of the assets of the Fund in other equity-type 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 short-term 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. Some of the investments by the Fund may be made through collective investment funds maintained by State Street Bank and Trust Company, so long as such collective investment funds comply with the investment guidelines and restrictions described herein.

The Trustee shall not invest more than 20% of the assets of the Fund in non-equity securities or in companies that do not meet the market capitalization criteria set forth above, except under the circumstances enumerated in Section 3.03(c) of the

Declaration of

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