Exhibit 3.1
AMERICAN BAR ASSOCIATION
MEMBERS/STATE STREET
COLLECTIVE TRUST
FIRST AMENDED AND RESTATED FUND
DECLARATION
LARGE CAP 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
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 o