EXHIBIT 3.9

                 AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
                               COLLECTIVE TRUST

                  NINTH AMENDED AND RESTATED FUND DECLARATION

                             SMALL-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 (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 amend the Fund Declarations of the
investment funds established under the Collective Trust, effective as of July
1, 2005, State Street hereby amends and restates the Fund Declaration dated
December 1, 2004 of the Small-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 investment objective of the Small-Cap Equity
Fund is to maximize long-term growth of capital. 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 and other equity-type
securities, including convertible securities, issued by companies with market
capitalizations of $2.5 billion or less at the time of investment, 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. The Trustee may
also invest in non-equity securities, including investment grade bonds and
debentures and high quality short-term instruments, if the Trustee determines
that such investments may contribute to the attainment of the Fund's
investment objective. 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 Trust. The Fund may invest
up to 15% of its assets in securities of foreign companies. Securities of
non-U.S. companies may be held by the Fund directly or indirectly through
American Depositary Receipts or European Depositary 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


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                           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

                  (j)      make loans, except by (i) the purchase of
                           marketable bonds, debentures, commercial paper and
                           similar marketable evidences of indebtedness, (ii)
                           engaging in repurchase agreement transactions, and
                           (iii) making loans of portfolio securities.

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.


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        IN WITNESS WHEREOF, STATE STREET BANK AND TRUST COMPANY OF NEW
HAMPSHIRE has caused its name to be signed to this Amended and Restated Fund
Declaration for the Small-Cap Equity Fund by its proper officer to be
effective as of July 1, 2005.




ATTEST:                                     STATE STREET BANK AND TRUST
                                            COMPANY OF NEW HAMPSHIRE


By: /s/ Veronica D. Jarlis                  By: /s/ Beth M. Halberstadt
   ---------------------------------            -------------------------------
Name: Veronica D. Jarlis                    Name:  Beth M. Halberstadt
                                            Title: Executive Vice President


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                             SMALL-CAP EQUITY FUND

                  NINTH AMENDED AND RESTATED FUND DECLARATION

                                  SCHEDULE A




For services rendered to the Small-Cap 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 the Balanced, Index
           Equity, Intermediate Bond,  International Equity,
           Large-Cap Growth Equity, Large-Cap Value Equity,
           Mid-Cap Growth Equity, Mid-Cap Value Equity,
           Small-Cap Equity, and Stable Asset
           Return Funds                           Rate
           --------------------------------      ------
           First $1.0 billion                    .1835%
           Next $1.8 billion                     .0580
           Over $2.8 billion                     .0250


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                                  SCHEDULE B
                                  ----------

                             SMALL-CAP EQUITY FUND
                  NINTH AMENDED AND RESTATED FUND DECLARATION


The Trustee has entered into Investment Advisor Agreements for the Fund with
the following entities, and such Investment Advisors are entitled to payment
of compensation as specified therein:

                      WELLINGTON MANAGEMENT COMPANY, LLP
                      SMITH ASSET MANAGEMENT GROUP, L.P.