##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2008.



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | -----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 33-50080





AMERICAN BAR ASSOCIATION MEMBERS/

STATE STREET COLLECTIVE TRUST

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|New Hampshire                                                  |  | 04-6691601                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                                     |  |           
|---------------------------------------------------- |  | ----------
|20 Trafalgar Square, Suite 449 Nashua, New Hampshire |  | 03063     
|(Address of principal executive offices)             |  | (ZIP Code)

(603) 589-4097

(Registrants Telephone Number, including Area Code)



Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report





Indicate by check mark whether
the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



| |  |                              |  |                        |  |                                               |  |                               
| |  | ---------------------------- |  | ---------------------- |  | --------------------------------------------- |  | ------------------------------
| |  | Large Accelerated Filer     ̈ |  | Accelerated Filer     ̈ |  | Non-Accelerated Filer    x                    |  | Smaller reporting company     ̈
| |  |                              |  |                        |  | (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).     Yes   ̈    No  x









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##### Table of Contents

TABLE OF CONTENTS



|        |  |                                          |  |     
|------- |  | ---------------------------------------- |  | ----
|        |  |                                          |  | Page
|PART I. |  | FINANCIAL INFORMATION                    |  | 1   
|        |  |                                         
|        |  | Item 1. Financial Statements (Unaudited) |  | 1   
|        |  |                                         
|        |  | Balanced Fund                            |  | 1   
|        |  | Statement of Assets and Liabilities      |  | 1   
|        |  | Statement of Operations                  |  | 2   
|        |  | Statement of Changes in Net Assets       |  | 3   
|        |  | Financial Highlights                     |  | 4   
|        |  |                                         
|        |  | Index Equity Fund                        |  | 5   
|        |  | Statement of Assets and Liabilities      |  | 5   
|        |  | Statement of Operations                  |  | 6   
|        |  | Statement of Changes in Net Assets       |  | 7   
|        |  | Financial Highlights                     |  | 8   
|        |  |                                         
|        |  | Intermediate Bond Fund                   |  | 9   
|        |  | Statement of Assets and Liabilities      |  | 9   
|        |  | Statement of Operations                  |  | 10  
|        |  | Statement of Changes in Net Assets       |  | 11  
|        |  | Financial Highlights                     |  | 12  
|        |  |                                         
|        |  | International Equity Fund                |  | 13  
|        |  | Statement of Assets and Liabilities      |  | 13  
|        |  | Statement of Operations                  |  | 14  
|        |  | Statement of Changes in Net Assets       |  | 15  
|        |  | Financial Highlights                     |  | 16  
|        |  |                                         
|        |  | Large-Cap Growth Equity Fund             |  | 17  
|        |  | Statement of Assets and Liabilities      |  | 17  
|        |  | Statement of Operations                  |  | 18  
|        |  | Statement of Changes in Net Assets       |  | 19  
|        |  | Financial Highlights                     |  | 20  
|        |  |                                         
|        |  | Large-Cap Value Equity Fund              |  | 21  
|        |  | Statement of Assets and Liabilities      |  | 21  
|        |  | Statement of Operations                  |  | 22  
|        |  | Statement of Changes in Net Assets       |  | 23  
|        |  | Financial Highlights                     |  | 24  
|        |  |                                         
|        |  | Mid-Cap Growth Equity Fund               |  | 25  
|        |  | Statement of Assets and Liabilities      |  | 25  
|        |  | Statement of Operations                  |  | 26  
|        |  | Statement of Changes in Net Assets       |  | 27  
|        |  | Financial Highlights                     |  | 28  
|        |  |                                         
|        |  | Mid-Cap Value Equity Fund                |  | 29  
|        |  | Statement of Assets and Liabilities      |  | 29  
|        |  | Statement of Operations                  |  | 30  
|        |  | Statement of Changes in Net Assets       |  | 31  



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##### Table of Contents

| |  |                                                                                               |  |   
| |  | --------------------------------------------------------------------------------------------- |  | --
| |  | Financial Highlights                                                                          |  | 32
| |  |                                                                                              
| |  | Small-Cap Equity Fund                                                                         |  | 33
| |  | Statement of Assets and Liabilities                                                           |  | 33
| |  | Statement of Operations                                                                       |  | 34
| |  | Statement of Changes in Net Assets                                                            |  | 35
| |  | Financial Highlights                                                                          |  | 36
| |  |                                                                                              
| |  | Stable Asset Return Fund                                                                      |  | 37
| |  | Statement of Assets and Liabilities                                                           |  | 37
| |  | Statement of Operations                                                                       |  | 38
| |  | Statement of Changes in Net Assets                                                            |  | 39
| |  | Financial Highlights                                                                          |  | 40
| |  |                                                                                              
| |  | Lifetime Income Retirement Date Fund                                                          |  | 41
| |  | Statement of Assets and Liabilities                                                           |  | 41
| |  | Statement of Operations                                                                       |  | 42
| |  | Statement of Changes in Net Assets                                                            |  | 43
| |  | Financial Highlights                                                                          |  | 44
| |  |                                                                                              
| |  | 2010 Retirement Date Fund                                                                     |  | 45
| |  | Statement of Assets and Liabilities                                                           |  | 45
| |  | Statement of Operations                                                                       |  | 46
| |  | Statement of Changes in Net Assets                                                            |  | 47
| |  | Financial Highlights                                                                          |  | 48
| |  |                                                                                              
| |  | 2020 Retirement Date Fund                                                                     |  | 49
| |  | Statement of Assets and Liabilities                                                           |  | 49
| |  | Statement of Operations                                                                       |  | 50
| |  | Statement of Changes in Net Assets                                                            |  | 51
| |  | Financial Highlights                                                                          |  | 52
| |  |                                                                                              
| |  | 2030 Retirement Date Fund                                                                     |  | 53
| |  | Statement of Assets and Liabilities                                                           |  | 53
| |  | Statement of Operations                                                                       |  | 54
| |  | Statement of Changes in Net Assets                                                            |  | 55
| |  | Financial Highlights                                                                          |  | 56
| |  |                                                                                              
| |  | 2040 Retirement Date Fund                                                                     |  | 57
| |  | Statement of Assets and Liabilities                                                           |  | 57
| |  | Statement of Operations                                                                       |  | 58
| |  | Statement of Changes in Net Assets                                                            |  | 59
| |  | Financial Highlights                                                                          |  | 60
| |  |                                                                                              
| |  | Notes to Unaudited Financial Statements                                                       |  | 61
| |  |                                                                                              
| |  | Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations |  | 81



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|                           |  |                                                                     |  |    
|-------------------------- |  | ------------------------------------------------------------------- |  | ---
|                           |  |                                                                    
|                           |  | Item 4T. Controls and Procedures                                    |  | 105
|                           | 
|PART II. OTHER INFORMATION |  | 105                                                                
|                           |  |                                                                    
|                           |  | Item 1A. Risk Factors                                               |  | 105
|                           |  |                                                                    
|                           |  | Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |  | 105
|                           |  |                                                                    
|                           |  | Item 6. Exhibits                                                    |  | 105
|                           | 
|SIGNATURES                 |  | 106                                                                



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##### Table of Contents

PART I. FINANCIAL INFORMATION.



|Item 1. | FINANCIAL STATEMENTS (UNAUDITED).
|------- | ---------------------------------

American Bar Association Members/ State Street Collective Trust

Balanced Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                          |  |                    |             |    
|----------------------------------------------------------------------------------------- |  | ------------------ | ----------- | ---
|                                                                                          |  | September 30, 2008 |            
|Assets                                                                                    |  |                    |             |    
|Investments, at value (cost $196,603,571)                                                 |  | $                  | 179,410,504 | (a)
|Investments in affiliated issuers, at value (cost $39,785,921)                            |  |                    | 39,785,921  |    
|American Bar Association Members/State Street Collective Trust investment fund, at value: |  |                    |             |    
|Intermediate Bond Fund (cost $123,329,250 and units of 6,653,549)                         |  |                    | 139,050,586 | (b)
|Receivable for investments sold                                                           |  |                    | 4,041,252   |    
|Receivable for fund units sold                                                            |  |                    | 160,946     |    
|Dividends receivable                                                                      |  |                    | 204,382     |    
|Tax reclaims receivable                                                                   |  |                    | 8,604       |    
|                                                                                          |  |                    |             |    
|Total assets                                                                              |  |                    | 362,662,195 |    
|                                                                                          |  |                    |             |    
|Liabilities                                                                               |  |                    |             |    
|Due to custodian                                                                          |  |                    | 4,102       |    
|Payable for cash collateral received on securities loaned                                 |  |                    | 33,741,450  | (c)
|Payable for investments purchased                                                         |  |                    | 870,637     |    
|Payable for fund units redeemed                                                           |  |                    | 1,727,840   |    
|Investment advisory fee payable                                                           |  |                    | 161,299     |    
|State Street Bank and Trust Companyprogram fee payable                                   |  |                    | 55,373      |    
|Trustee, management and administration fees payable                                       |  |                    | 16,071      |    
|ABA Retirement Fundsprogram fee payable                                                  |  |                    | 7,398       |    
|Other accruals                                                                            |  |                    | 50,571      |    
|                                                                                          |  |                    |             |    
|Total liabilities                                                                         |  |                    | 36,634,741  |    
|                                                                                          |  |                    |             |    
|                                                                                          | 
|Net Assets (equivalent to $76.46 per unit based on 4,263,854 units outstanding)           |  | $                  | 326,027,454 |    
|                                                                                          |  |                    |             |    



|(a) | Includes securities on loan with a value of $32,810,398 (see Note 6).
|--- | ---------------------------------------------------------------------

|(b) | Indicates an affiliated issuer.
|--- | -------------------------------

|(c) | Excludes non-cash collateral of $6,816 (see Note 6).
|--- | ----------------------------------------------------

The
accompanying notes are an integral part of these financial statements.



1



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Balanced Fund

Statement of Operations

Unaudited



|                                                                |  |                                                 |             |   |                                                    |   |             |  
|--------------------------------------------------------------- |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ----------- | -
|                                                                |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                               |  |                                                 |             |   |                                                    |   |             |  
|Dividends (net of foreign tax expense of $243 and $10,777)      |  | $                                               | 868,656     |   |                                                    | $ | 2,849,269   |  
|Dividendsaffiliated issuers                                    |  |                                                 | 28,369      |   |                                                    |   | 105,318     |  
|Securities lending income                                       |  |                                                 | 60,174      |   |                                                    |   | 176,113     |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|Total investment income                                         |  |                                                 | 957,199     |   |                                                    |   | 3,130,700   |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Expenses                                                        |  |                                                 |             |   |                                                    |   |             |  
|State Street Bank and Trust Companyprogram fee                 |  |                                                 | 171,333     |   |                                                    |   | 544,150     |  
|Investment advisory fee                                         |  |                                                 | 118,742     |   |                                                    |   | 384,688     |  
|Trustee, management and administration fees                     |  |                                                 | 49,441      |   |                                                    |   | 155,688     |  
|ABA Retirement Fundsprogram fee                                |  |                                                 | 22,232      |   |                                                    |   | 71,237      |  
|Legal and audit fees                                            |  |                                                 | 11,963      |   |                                                    |   | 38,020      |  
|Compliance consultant fees                                      |  |                                                 | 10,792      |   |                                                    |   | 34,726      |  
|Reports to unitholders                                          |  |                                                 | 5,813       |   |                                                    |   | 18,706      |  
|Registration fees                                               |  |                                                 | 1,563       |   |                                                    |   | 5,029       |  
|Other fees                                                      |  |                                                 | 7,738       |   |                                                    |   | 20,957      |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|Total expenses                                                  |  |                                                 | 399,617     |   |                                                    |   | 1,273,201   |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net investment income (loss)                                    |  |                                                 | 557,582     |   |                                                    |   | 1,857,499   |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 |             |   |                                                    |   |             |  
|Net realized gain (loss) on:                                    |  |                                                 |             |   |                                                    |   |             |  
|Investments                                                     |  |                                                 | (23,871,308 | ) |                                                    |   | (21,238,374 | )
|Intermediate Bond Fund                                          |  |                                                 | 3,012,480   |   |                                                    |   | 4,933,913   |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|Net realized gain (loss)                                        |  |                                                 | (20,858,828 | ) |                                                    |   | (16,304,461 | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Change in net unrealized appreciation (depreciation)            |  |                                                 | (7,182,561  | ) |                                                    |   | (43,678,363 | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 | (28,041,389 | ) |                                                    |   | (59,982,824 | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net increase (decrease) in net assets resulting from operations |  | $                                               | (27,483,807 | ) |                                                    | $ | (58,125,325 | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  

The accompanying notes are an integral part of these financial statements.



2



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Balanced Fund

Statement of Changes in Net Assets

Unaudited



|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|------------------------------------------------------------------ |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ----------- | -
|                                                                   |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|From operations                                                    |  |                                                 |             |   |                                                    |   |             |  
|Net investment income (loss)                                       |  | $                                               | 557,582     |   |                                                    | $ | 1,857,499   |  
|Net realized gain (loss)                                           |  |                                                 | (20,858,828 | ) |                                                    |   | (16,304,461 | )
|Change in net unrealized appreciation (depreciation)               |  |                                                 | (7,182,561  | ) |                                                    |   | (43,678,363 | )
|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|Net increase (decrease) in net assets resulting from operations    |  |                                                 | (27,483,807 | ) |                                                    |   | (58,125,325 | )
|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|                                                                   |  |                                                
|From unitholder transactions                                       |  |                                                 |             |   |                                                    |   |             |  
|Proceeds from units issued                                         |  |                                                 | 13,415,930  |   |                                                    |   | 50,266,809  |  
|Cost of units redeemed                                             |  |                                                 | (27,017,994 | ) |                                                    |   | (79,445,751 | )
|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|Net increase (decrease) in net assets from unitholder transactions |  |                                                 | (13,602,064 | ) |                                                    |   | (29,178,942 | )
|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|                                                                   |  |                                                
|Net increase (decrease) in net assets                              |  |                                                 | (41,085,871 | ) |                                                    |   | (87,304,267 | )
|                                                                   |  |                                                
|Net Assets                                                         |  |                                                 |             |   |                                                    |   |             |  
|Beginning of period                                                |  |                                                 | 367,113,325 |   |                                                    |   | 413,331,721 |  
|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|End of period                                                      |  | $                                               | 326,027,454 |   |                                                    | $ | 326,027,454 |  
|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|                                                                   |  |                                                
|Number of units                                                    |  |                                                 |             |   |                                                    |   |             |  
|Outstanding-beginning of period                                    |  |                                                 | 4,432,557   |   |                                                    |   | 4,610,378   |  
|Issued                                                             |  |                                                 | 165,886     |   |                                                    |   | 590,847     |  
|Redeemed                                                           |  |                                                 | (334,589    | ) |                                                    |   | (937,371    | )
|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|Outstanding-end of period                                          |  |                                                 | 4,263,854   |   |                                                    |   | 4,263,854   |  
|                                                                   |  |                                                 |             |   |                                                    |   |             |  

The accompanying notes are an integral part of these financial statements.



3



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Balanced Fund

Financial Highlights

Unaudited

(For a unit outstanding throughout the period)



|                                                             |  |                                                 |         |    |                                                    |   |         |   
|------------------------------------------------------------ |  | ----------------------------------------------- | ------- | -- | -------------------------------------------------- | - | ------- | --
|                                                             |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |         |    | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                           |  | $                                               | 0.22    |    |                                                    | $ | 0.70    |   
|Expenses()                                                |  |                                                 | (0.09   | )  |                                                    |   | (0.28   | ) 
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|Net investment income (loss)                                 |  |                                                 | 0.13    |    |                                                    |   | 0.42    |   
|Net realized and unrealized gain (loss)                      |  |                                                 | (6.49   | )  |                                                    |   | (13.61  | ) 
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|Net increase (decrease) in unit value                        |  |                                                 | (6.36   | )  |                                                    |   | (13.19  | ) 
|Net asset value at beginning of period                       |  |                                                 | 82.82   |    |                                                    |   | 89.65   |   
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|Net asset value at end of period                             |  | $                                               | 76.46   |    |                                                    | $ | 76.46   |   
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|                                                             |  |                                                
|Ratios/Supplemental Data:                                    |  |                                                 |         |    |                                                    |   |         |   
|Ratio of expenses to average net assets*                   |  |                                                 | 0.45    | %  |                                                    |   | 0.45    | % 
|Ratio of net investment income (loss) to average net assets* |  |                                                 | 0.62    | %  |                                                    |   | 0.65    | % 
|Portfolio turnover**                                      |  |                                                 | 8       | %  |                                                    |   | 21      | % 
|Total return**                                               |  |                                                 | (7.68   | )% |                                                    |   | (14.71  | )%
|Net assets at end of period (in thousands)                   |  | $                                               | 326,027 |    |                                                    | $ | 326,027 |   



|* | Annualized.
|- | -----------

|** | Not annualized.
|-- | ---------------

| | Calculations prepared using the daily average number of units outstanding during the period.
|- | --------------------------------------------------------------------------------------------

| | Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to either the collective investment funds or the Intermediate Bond Fund in
which the Fund invests a portion of its assets.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With respect to the portion of the Funds assets invested in the Intermediate Bond Fund, portfolio turnover reflects purchases and sales of the Intermediate Bond Fund in which
the Fund invests a portion of its assets, rather than portfolio turnover of the underlying portfolio of the Intermediate Bond Fund.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.



4



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Index Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                                                           |  |                    |            
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | -----------
|                                                                                                                           |  | September 30, 2008
|Assets                                                                                                                     |  |                    |            
|Investments in affiliated fund, at value:                                                                                  |  |                    |            
|State Street Bank and Trust Company Russell 3000 Index Securities Lending Fund (cost $259,626,479 and units of 29,148,252) |  | $                  | 299,031,918
|Receivable for fund units sold                                                                                             |  |                    | 188,722    
|Interest receivable                                                                                                        |  |                    | 77,434     
|                                                                                                                           |  |                    |            
|Total assets                                                                                                               |  |                    | 299,298,074
|                                                                                                                           |  |                    |            
|Liabilities                                                                                                                |  |                    |            
|Payable for fund units redeemed                                                                                            |  |                    | 1,639,067  
|State Street Bank and Trust Companyprogram fee payable                                                                    |  |                    | 90,470     
|Trustee, management and administration fees payable                                                                        |  |                    | 26,220     
|ABA Retirement Fundsprogram fee payable                                                                                   |  |                    | 11,508     
|Other accruals                                                                                                             |  |                    | 82,708     
|                                                                                                                           |  |                    |            
|Total liabilities                                                                                                          |  |                    | 1,849,973  
|                                                                                                                           |  |                    |            
|                                                                                                                           | 
|Net Assets(equivalent to $31.14 per unit based on 9,550,699 units outstanding)                                             |  | $                  | 297,448,101
|                                                                                                                           |  |                    |            

The accompanying notes are an integral part of these financial statements.



5



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Index Equity Fund

Statement of Operations

Unaudited



|                                                                          |  |                                                 |             |   |                                                    |   |             |  
|------------------------------------------------------------------------- |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ----------- | -
|                                                                          |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                                         |  |                                                 |             |   |                                                    |   |             |  
|Securities lending income                                                 |  | $                                               | 106,488     |   |                                                    | $ | 248,504     |  
|                                                                          |  |                                                 |             |   |                                                    |   |             |  
|Total investment income                                                   |  |                                                 | 106,488     |   |                                                    |   | 248,504     |  
|                                                                          |  |                                                 |             |   |                                                    |   |             |  
|                                                                          |  |                                                
|Expenses                                                                  |  |                                                 |             |   |                                                    |   |             |  
|State Street Bank and Trust Companyprogram fee                           |  |                                                 | 281,879     |   |                                                    |   | 903,461     |  
|Trustee, management and administration fees                               |  |                                                 | 81,356      |   |                                                    |   | 258,515     |  
|ABA Retirement Fundsprogram fee                                          |  |                                                 | 36,577      |   |                                                    |   | 118,307     |  
|Legal and audit fees                                                      |  |                                                 | 19,684      |   |                                                    |   | 63,133      |  
|Compliance consultant fees                                                |  |                                                 | 17,758      |   |                                                    |   | 57,667      |  
|Reports to unitholders                                                    |  |                                                 | 9,566       |   |                                                    |   | 31,065      |  
|Registration fees                                                         |  |                                                 | 2,572       |   |                                                    |   | 8,351       |  
|Other fees                                                                |  |                                                 | 12,732      |   |                                                    |   | 34,776      |  
|                                                                          |  |                                                 |             |   |                                                    |   |             |  
|Total expenses                                                            |  |                                                 | 462,124     |   |                                                    |   | 1,475,275   |  
|                                                                          |  |                                                 |             |   |                                                    |   |             |  
|                                                                          |  |                                                
|Net investment income (loss)                                              |  |                                                 | (355,636    | ) |                                                    |   | (1,226,771  | )
|                                                                          |  |                                                 |             |   |                                                    |   |             |  
|                                                                          |  |                                                
|Net realized and unrealized gain (loss) on investments in affiliated fund |  |                                                 |             |   |                                                    |   |             |  
|Net realized gain (loss)                                                  |  |                                                 | 1,438,263   |   |                                                    |   | 7,667,648   |  
|                                                                          |  |                                                
|Change in net unrealized appreciation (depreciation)                      |  |                                                 | (30,033,195 | ) |                                                    |   | (82,935,417 | )
|                                                                          |  |                                                 |             |   |                                                    |   |             |  
|                                                                          |  |                                                
|Net realized and unrealized gain (loss)                                   |  |                                                 | (28,594,932 | ) |                                                    |   | (75,267,769 | )
|                                                                          |  |                                                 |             |   |                                                    |   |             |  
|                                                                          |  |                                                
|Net increase (decrease) in net assets resulting from operations           |  | $                                               | (28,950,568 | ) |                                                    | $ | (76,494,540 | )
|                                                                          |  |                                                 |             |   |                                                    |   |             |  

The accompanying notes are an integral part of these financial statements.



6



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Index Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|------------------------------------------------------------------ |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ------------ | -
|                                                                   |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|From operations                                                    |  |                                                 |             |   |                                                    |   |              |  
|Net investment income (loss)                                       |  | $                                               | (355,636    | ) |                                                    | $ | (1,226,771   | )
|Net realized gain (loss)                                           |  |                                                 | 1,438,263   |   |                                                    |   | 7,667,648    |  
|Change in net unrealized appreciation (depreciation)               |  |                                                 | (30,033,195 | ) |                                                    |   | (82,935,417  | )
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|Net increase (decrease) in net assets resulting from operations    |  |                                                 | (28,950,568 | ) |                                                    |   | (76,494,540  | )
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|                                                                   |  |                                                
|From unitholder transactions                                       |  |                                                 |             |   |                                                    |   |              |  
|Proceeds from units issued                                         |  |                                                 | 8,969,348   |   |                                                    |   | 118,552,881  |  
|Cost of units redeemed                                             |  |                                                 | (21,665,916 | ) |                                                    |   | (183,413,405 | )
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|Net increase (decrease) in net assets from unitholder transactions |  |                                                 | (12,696,568 | ) |                                                    |   | (64,860,524  | )
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|                                                                   |  |                                                
|Net increase (decrease) in net assets                              |  |                                                 | (41,647,136 | ) |                                                    |   | (141,355,064 | )
|                                                                   |  |                                                
|Net Assets                                                         |  |                                                 |             |   |                                                    |   |              |  
|Beginning of period                                                |  |                                                 | 339,095,237 |   |                                                    |   | 438,803,165  |  
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|End of period                                                      |  | $                                               | 297,448,101 |   |                                                    | $ | 297,448,101  |  
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|                                                                   |  |                                                
|Number of units                                                    |  |                                                 |             |   |                                                    |   |              |  
|Outstanding-beginning of period                                    |  |                                                 | 9,935,807   |   |                                                    |   | 11,413,546   |  
|Issued                                                             |  |                                                 | 269,700     |   |                                                    |   | 3,410,099    |  
|Redeemed                                                           |  |                                                 | (654,808    | ) |                                                    |   | (5,272,946   | )
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|Outstanding-end of period                                          |  |                                                 | 9,550,699   |   |                                                    |   | 9,550,699    |  
|                                                                   |  |                                                 |             |   |                                                    |   |              |  

The accompanying notes are an integral part of these financial statements.



7



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Index Equity Fund

Financial Highlights

Unaudited

(For a unit outstanding throughout the period)



|                                                             |  |                                                 |         |      |                                                    |   |         |   
|------------------------------------------------------------ |  | ----------------------------------------------- | ------- | ---- | -------------------------------------------------- | - | ------- | --
|                                                             |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |         |      | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                           |  | $                                               | 0.01    |      |                                                    | $ | 0.02    |   
|Expenses()                                                |  |                                                 | (0.04   | )    |                                                    |   | (0.14   | ) 
|                                                             |  |                                                 |         |      |                                                    |   |         |   
|Net investment income (loss)                                 |  |                                                 | (0.03   | )    |                                                    |   | (0.12   | ) 
|Net realized and unrealized gain (loss)                      |  |                                                 | (2.96   | )    |                                                    |   | (7.19   | ) 
|                                                             |  |                                                 |         |      |                                                    |   |         |   
|Net increase (decrease) in unit value                        |  |                                                 | (2.99   | )    |                                                    |   | (7.31   | ) 
|Net asset value at beginning of period                       |  |                                                 | 34.13   |      |                                                    |   | 38.45   |   
|                                                             |  |                                                 |         |      |                                                    |   |         |   
|Net asset value at end of period                             |  | $                                               | 31.14   |      |                                                    | $ | 31.14   |   
|                                                             |  |                                                 |         |      |                                                    |   |         |   
|                                                             |  |                                                
|Ratios/Supplemental Data:                                    |  |                                                 |         |      |                                                    |   |         |   
|Ratio of expenses to average net assets*                   |  |                                                 | 0.56    | %    |                                                    |   | 0.54    | % 
|Ratio of net investment income (loss) to average net assets* |  |                                                 | (0.43   | )%   |                                                    |   | (0.45   | )%
|Portfolio turnover**                                      |  |                                                 | 0       | %(a) |                                                    |   | 2       | % 
|Total return**                                               |  |                                                 | (8.76   | )%   |                                                    |   | (19.01  | )%
|Net assets at end of period (in thousands)                   |  | $                                               | 297,448 |      |                                                    | $ | 297,448 |   



|* | Annualized.
|- | -----------

|** | Not annualized.
|-- | ---------------

| | Calculations prepared using the daily average number of units outstanding during the period.
|- | --------------------------------------------------------------------------------------------

| | Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds in which the Fund invests a portion of
its assets.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With respect to a portion of the Funds assets invested in a collective investment fund, portfolio turnover reflects purchases and sales of such collective investment fund,
rather than portfolio turnover of the underlying portfolio of such collective investment fund.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) | Amounts less than 0.50% are rounded to zero.
|--- | --------------------------------------------

The
accompanying notes are an integral part of these financial statements.



8



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Intermediate Bond Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                |  |                    |             |    
|------------------------------------------------------------------------------- |  | ------------------ | ----------- | ---
|                                                                                |  | September 30, 2008 |            
|Assets                                                                          |  |                    |             |    
|Investments, at value (cost $537,187,478)                                       |  | $                  | 505,540,526 | (a)
|Investments in affiliated issuers, at value (cost $32,364,226)                  |  |                    | 32,364,226  |    
|Foreign currency, at value (cost $1,772,442)                                    |  |                    | 1,757,599   |    
|Deposit with broker for open futures contracts                                  |  |                    | 3,140,700   |    
|Receivable for investments sold on delayed delivery basis                       |  |                    | 103,960,164 |    
|Receivable for investments sold                                                 |  |                    | 56,926,500  |    
|Receivable for fund units sold                                                  |  |                    | 543,271     |    
|Interest and dividends receivable                                               |  |                    | 2,654,966   |    
|Receivable for futures variation margin                                         |  |                    | 445,371     |    
|Gross unrealized appreciation of forward currency exchange contracts            |  |                    | 312,549     |    
|Tax reclaims receivable                                                         |  |                    | 17,269      |    
|Swap contracts, at value                                                        |  |                    | 1,294,612   |    
|                                                                                |  |                    |             |    
|Total assets                                                                    |  |                    | 708,957,753 |    
|                                                                                |  |                    |             |    
|Liabilities                                                                     |  |                    |             |    
|Due to custodian                                                                |  |                    | 268,551     |    
|Payable for cash collateral received on securities loaned                       |  |                    | 32,355,513  |    
|Payable for investments purchased on a delayed delivery basis                   |  |                    | 199,811,836 |    
|Payable for investments purchased                                               |  |                    | 57,659,295  |    
|Payable for fund units redeemed                                                 |  |                    | 4,054,559   |    
|Swap contracts, at value                                                        |  |                    | 9,455,726   |    
|Gross unrealized depreciation of forward currency exchange contracts            |  |                    | 178,996     |    
|Investment advisory fee payable                                                 |  |                    | 95,868      |    
|State Street Bank and Trust Companyprogram fee payable                         |  |                    | 122,989     |    
|Trustee, management and administration fees payable                             |  |                    | 35,479      |    
|ABA Retirement Fundsprogram fee payable                                        |  |                    | 16,325      |    
|Other accruals                                                                  |  |                    | 102,272     |    
|                                                                                |  |                    |             |    
|Total liabilities                                                               |  |                    | 304,157,409 |    
|                                                                                |  |                    |             |    
|                                                                                | 
|Net Assets(equivalent to $20.90 per unit based on 19,370,024 units outstanding) |  | $                  | 404,800,344 |    
|                                                                                |  |                    |             |    



|(a) | Includes securities on loan with a value of $31,694,884 (see Note 6).
|--- | ---------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.



9



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Intermediate Bond Fund

Statement of Operations

Unaudited



|                                                                |  |                                                 |             |   |                                                    |   |             |  
|--------------------------------------------------------------- |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ----------- | -
|                                                                |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                               |  |                                                 |             |   |                                                    |   |             |  
|Dividends                                                       |  | $                                               | 73,438      |   |                                                    | $ | 182,691     |  
|Dividendsaffiliated issuers                                    |  |                                                 | 27,810      |   |                                                    |   | 127,762     |  
|Interestunaffiliated issuers                                   |  |                                                 | 5,998,415   |   |                                                    |   | 18,185,839  |  
|Securities lending income                                       |  |                                                 | 20,283      |   |                                                    |   | 88,489      |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|Total investment income                                         |  |                                                 | 6,119,946   |   |                                                    |   | 18,584,781  |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Expenses                                                        |  |                                                 |             |   |                                                    |   |             |  
|State Street Bank and Trust Companyprogram fee                 |  |                                                 | 374,358     |   |                                                    |   | 1,144,615   |  
|Investment advisory fee                                         |  |                                                 | 297,251     |   |                                                    |   | 929,872     |  
|Trustee, management and administration fees                     |  |                                                 | 108,009     |   |                                                    |   | 327,615     |  
|ABA Retirement Fundsprogram fee                                |  |                                                 | 48,576      |   |                                                    |   | 149,887     |  
|Legal and audit fees                                            |  |                                                 | 26,136      |   |                                                    |   | 80,005      |  
|Compliance consultant fees                                      |  |                                                 | 23,578      |   |                                                    |   | 73,059      |  
|Reports to unitholders                                          |  |                                                 | 12,701      |   |                                                    |   | 39,355      |  
|Registration fees                                               |  |                                                 | 3,414       |   |                                                    |   | 10,579      |  
|Other fees                                                      |  |                                                 | 16,905      |   |                                                    |   | 44,236      |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|Total expenses                                                  |  |                                                 | 910,928     |   |                                                    |   | 2,799,223   |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net investment income (loss)                                    |  |                                                 | 5,209,018   |   |                                                    |   | 15,785,558  |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 |             |   |                                                    |   |             |  
|Net realized gain (loss) on:                                    |  |                                                 |             |   |                                                    |   |             |  
|Investments                                                     |  |                                                 | 2,913,476   |   |                                                    |   | 10,412,673  |  
|Foreign currency transactions                                   |  |                                                 | 376,866     |   |                                                    |   | 10,050      |  
|Futures contracts                                               |  |                                                 | (3,196,826  | ) |                                                    |   | 1,134,535   |  
|Swap contracts                                                  |  |                                                 | (132,060    | ) |                                                    |   | 3,678,895   |  
|Written options                                                 |  |                                                 | 55,619      |   |                                                    |   | 3,518,878   |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|Net realized gain (loss)                                        |  |                                                 | 17,075      |   |                                                    |   | 18,755,031  |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Change in net unrealized appreciation (depreciation) on:        |  |                                                 |             |   |                                                    |   |             |  
|Investments                                                     |  |                                                 | (24,346,414 | ) |                                                    |   | (36,829,181 | )
|Foreign currency transactions                                   |  |                                                 | 55          |   |                                                    |   | (267,606    | )
|Futures contracts                                               |  |                                                 | 534,393     |   |                                                    |   | (4,775,312  | )
|Swap contracts                                                  |  |                                                 | 2,118,381   |   |                                                    |   | (2,327,109  | )
|Written options                                                 |  |                                                 | (37,263     | ) |                                                    |   |            |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|Change in net unrealized appreciation (depreciation)            |  |                                                 | (21,730,848 | ) |                                                    |   | (44,199,208 | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 | (21,713,773 | ) |                                                    |   | (25,444,177 | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net increase (decrease) in net assets resulting from operations |  | $                                               | (16,504,755 | ) |                                                    | $ | (9,658,619  | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  

The accompanying notes are an integral part of these financial statements.



10



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Intermediate Bond Fund

Statement of Changes in Net Assets

Unaudited



|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|--------------------------------------------------------------------------- |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ------------ | -
|                                                                            |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|From operations                                                             |  |                                                 |             |   |                                                    |   |              |  
|Net investment income (loss)                                                |  | $                                               | 5,209,018   |   |                                                    | $ | 15,785,558   |  
|Net realized gain (loss) from investments and foreign currency transactions |  |                                                 | 17,075      |   |                                                    |   | 18,755,031   |  
|Change in net unrealized appreciation (depreciation)                        |  |                                                 | (21,730,848 | ) |                                                    |   | (44,199,208  | )
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|Net increase (decrease) in net assets resulting from operations             |  |                                                 | (16,504,755 | ) |                                                    |   | (9,658,619   | )
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|                                                                            |  |                                                
|From unitholder transactions                                                |  |                                                 |             |   |                                                    |   |              |  
|Proceeds from units issued                                                  |  |                                                 | 17,539,425  |   |                                                    |   | 149,499,043  |  
|Cost of units redeemed                                                      |  |                                                 | (38,274,491 | ) |                                                    |   | (219,401,713 | )
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|Net increase (decrease) in net assets from unitholder transactions          |  |                                                 | (20,735,066 | ) |                                                    |   | (69,902,670  | )
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|                                                                            |  |                                                
|Net increase (decrease) in net assets                                       |  |                                                 | (37,239,821 | ) |                                                    |   | (79,561,289  | )
|                                                                            |  |                                                
|Net Assets                                                                  |  |                                                 |             |   |                                                    |   |              |  
|Beginning of period                                                         |  |                                                 | 442,040,165 |   |                                                    |   | 484,361,633  |  
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|End of period                                                               |  | $                                               | 404,800,344 |   |                                                    | $ | 404,800,344  |  
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|                                                                            |  |                                                
|Number of units                                                             |  |                                                 |             |   |                                                    |   |              |  
|Outstanding-beginning of period                                             |  |                                                 | 20,332,139  |   |                                                    |   | 22,558,121   |  
|Issued                                                                      |  |                                                 | 810,766     |   |                                                    |   | 6,749,526    |  
|Redeemed                                                                    |  |                                                 | (1,772,881  | ) |                                                    |   | (9,937,623   | )
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|Outstanding-end of period                                                   |  |                                                 | 19,370,024  |   |                                                    |   | 19,370,024   |  
|                                                                            |  |                                                 |             |   |                                                    |   |              |  

The accompanying notes are an integral part of these financial statements.



11



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Intermediate Bond Fund

Financial Highlights

Unaudited

(For a unit outstanding throughout the period)



|                                                             |  |                                                 |         |    |                                                    |   |         |   
|------------------------------------------------------------ |  | ----------------------------------------------- | ------- | -- | -------------------------------------------------- | - | ------- | --
|                                                             |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |         |    | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                           |  | $                                               | 0.31    |    |                                                    | $ | 0.89    |   
|Expenses()                                                |  |                                                 | (0.04   | )  |                                                    |   | (0.13   | ) 
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|Net investment income (loss)                                 |  |                                                 | 0.27    |    |                                                    |   | 0.76    |   
|Net realized and unrealized gain (loss)                      |  |                                                 | (1.11   | )  |                                                    |   | (1.33   | ) 
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|Net increase (decrease) in unit value                        |  |                                                 | (0.84   | )  |                                                    |   | (0.57   | ) 
|Net asset value at beginning of period                       |  |                                                 | 21.74   |    |                                                    |   | 21.47   |   
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|Net asset value at end of period                             |  | $                                               | 20.90   |    |                                                    | $ | 20.90   |   
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|                                                             |  |                                                
|Ratios/Supplemental Data:                                    |  |                                                 |         |    |                                                    |   |         |   
|Ratio of expenses to average net assets*                   |  |                                                 | 0.83    | %  |                                                    |   | 0.81    | % 
|Ratio of net investment income (loss) to average net assets* |  |                                                 | 4.76    | %  |                                                    |   | 4.59    | % 
|Portfolio turnover**                                         |  |                                                 | 147     | %  |                                                    |   | 494     | % 
|Total return**                                               |  |                                                 | (3.86   | )% |                                                    |   | (2.65   | )%
|Net assets at end of period (in thousands)                   |  | $                                               | 404,800 |    |                                                    | $ | 404,800 |   



|* | Annualized.
|- | -----------

|** | Not annualized.
|-- | ---------------

| | Calculations prepared using the daily average number of units outstanding during the period.
|- | --------------------------------------------------------------------------------------------

| | Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds in which the Fund invests a portion of
its assets.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.



12



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust

International Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                               |  |                    |             |    
|------------------------------------------------------------------------------ |  | ------------------ | ----------- | ---
|                                                                               |  | September 30, 2008 |            
|Assets                                                                         |  |                    |             |    
|Investments, at value (cost $208,494,273)                                      |  | $                  | 184,600,143 | (a)
|Investments in affiliated issuers, at value (cost $31,955,160)                 |  |                    | 31,955,160  |    
|Foreign currency, at value (cost $556,594)                                     |  |                    | 536,138     |    
|Receivable for investments sold                                                |  |                    | 4,739,746   |    
|Receivable for fund units sold                                                 |  |                    | 168,281     |    
|Dividends receivable                                                           |  |                    | 694,966     |    
|Tax reclaims receivable                                                        |  |                    | 441,083     |    
|                                                                               |  |                    |             |    
|Total assets                                                                   |  |                    | 223,135,517 |    
|                                                                               |  |                    |             |    
|                                                                               | 
|Liabilities                                                                    |  |                    |             |    
|Due to custodian                                                               |  |                    | 864,743     |    
|Payable for cash collateral received on securities loaned                      |  |                    | 31,758,765  | (b)
|Payable for investments purchased                                              |  |                    | 2,430,425   |    
|Payable for fund units redeemed                                                |  |                    | 1,281,225   |    
|Investment advisory fee payable                                                |  |                    | 162,639     |    
|State Street Bank and Trust Companyprogram fee payable                        |  |                    | 58,212      |    
|Trustee, management and administration fees payable                            |  |                    | 16,876      |    
|ABA Retirement Fundsprogram fee payable                                       |  |                    | 7,746       |    
|Other accruals                                                                 |  |                    | 56,911      |    
|                                                                               |  |                    |             |    
|Total liabilities                                                              |  |                    | 36,637,542  |    
|                                                                               |  |                    |             |    
|                                                                               | 
|Net Assets(equivalent to $24.01 per unit based on 7,766,414 units outstanding) |  | $                  | 186,497,975 |    
|                                                                               |  |                    |             |    



|(a) | Includes securities on loan with a value of $30,603,156 (see Note 6).
|--- | ---------------------------------------------------------------------

|(b) | Excludes non-cash collateral of $230,516 (see Note 6).
|--- | ------------------------------------------------------

The accompanying notes are an integral part of these financial statements.



13



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust

International Equity Fund

Statement of Operations

Unaudited



|                                                                |  |                                                 |             |   |                                                    |   |              |  
|--------------------------------------------------------------- |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ------------ | -
|                                                                |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                               |  |                                                 |             |   |                                                    |   |              |  
|Dividends (net of foreign tax expense of $38,867 and $355,819)  |  | $                                               | 1,594,478   |   |                                                    | $ | 9,319,991    |  
|Dividendsaffiliated issuers                                    |  |                                                 | 8,009       |   |                                                    |   | 50,597       |  
|Interestunaffiliated issuers                                   |  |                                                 | 303         |   |                                                    |   | 3,233        |  
|Securities lending income                                       |  |                                                 | 87,405      |   |                                                    |   | 214,759      |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|Total investment income                                         |  |                                                 | 1,690,195   |   |                                                    |   | 9,588,580    |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Expenses                                                        |  |                                                 |             |   |                                                    |   |              |  
|Investment advisory fee                                         |  |                                                 | 321,829     |   |                                                    |   | 1,074,924    |  
|State Street Bank and Trust Companyprogram fee                 |  |                                                 | 191,771     |   |                                                    |   | 641,711      |  
|Trustee, management and administration fees                     |  |                                                 | 55,380      |   |                                                    |   | 183,641      |  
|ABA Retirement Fundsprogram fee                                |  |                                                 | 24,884      |   |                                                    |   | 84,036       |  
|Legal and audit fees                                            |  |                                                 | 13,397      |   |                                                    |   | 44,852       |  
|Compliance consultant fees                                      |  |                                                 | 12,086      |   |                                                    |   | 40,979       |  
|Reports to unitholders                                          |  |                                                 | 6,510       |   |                                                    |   | 22,074       |  
|Registration fees                                               |  |                                                 | 1,750       |   |                                                    |   | 5,934        |  
|Other fees                                                      |  |                                                 | 9,694       |   |                                                    |   | 25,651       |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|Total expenses                                                  |  |                                                 | 637,301     |   |                                                    |   | 2,123,802    |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Net investment income (loss)                                    |  |                                                 | 1,052,894   |   |                                                    |   | 7,464,778    |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 |             |   |                                                    |   |              |  
|Net realized gain (loss) on:                                    |  |                                                 |             |   |                                                    |   |              |  
|Investments                                                     |  |                                                 | 1,107,208   |   |                                                    |   | 11,805,234   |  
|Foreign currency transactions                                   |  |                                                 | (43,687     | ) |                                                    |   | (116,293     | )
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|Net realized gain (loss)                                        |  |                                                 | 1,063,521   |   |                                                    |   | 11,688,941   |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Change in net unrealized appreciation (depreciation) on:        |  |                                                 |             |   |                                                    |   |              |  
|Investments                                                     |  |                                                 | (53,042,278 | ) |                                                    |   | (101,410,030 | )
|Foreign currency transactions                                   |  |                                                 | (84,215     | ) |                                                    |   | (66,673      | )
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|Change in net unrealized appreciation (depreciation)            |  |                                                 | (53,126,493 | ) |                                                    |   | (101,476,703 | )
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 | (52,062,972 | ) |                                                    |   | (89,787,762  | )
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Net increase (decrease) in net assets resulting from operations |  | $                                               | (51,010,078 | ) |                                                    | $ | (82,322,984  | )
|                                                                |  |                                                 |             |   |                                                    |   |              |  

The accompanying notes are an integral part of these financial statements.



14



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

International Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|--------------------------------------------------------------------------- |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ------------ | -
|                                                                            |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|From operations                                                             |  |                                                 |             |   |                                                    |   |              |  
|Net investment income (loss)                                                |  | $                                               | 1,052,894   |   |                                                    | $ | 7,464,778    |  
|Net realized gain (loss) from investments and foreign currency transactions |  |                                                 | 1,063,521   |   |                                                    |   | 11,688,941   |  
|Change in net unrealized appreciation (depreciation)                        |  |                                                 | (53,126,493 | ) |                                                    |   | (101,476,703 | )
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|Net increase (decrease) in net assets resulting from operations             |  |                                                 | (51,010,078 | ) |                                                    |   | (82,322,984  | )
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|                                                                            |  |                                                
|From unitholder transactions                                                |  |                                                 |             |   |                                                    |   |              |  
|Proceeds from units issued                                                  |  |                                                 | 7,434,982   |   |                                                    |   | 93,918,345   |  
|Cost of units redeemed                                                      |  |                                                 | (18,794,782 | ) |                                                    |   | (134,259,409 | )
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|Net increase (decrease) in net assets from unitholder transactions          |  |                                                 | (11,359,800 | ) |                                                    |   | (40,341,064  | )
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|                                                                            |  |                                                
|Net increase (decrease) in net assets                                       |  |                                                 | (62,369,878 | ) |                                                    |   | (122,664,048 | )
|                                                                            |  |                                                
|Net Assets                                                                  |  |                                                 |             |   |                                                    |   |              |  
|Beginning of period                                                         |  |                                                 | 248,867,853 |   |                                                    |   | 309,162,023  |  
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|End of period                                                               |  | $                                               | 186,497,975 |   |                                                    | $ | 186,497,975  |  
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|                                                                            |  |                                                
|Number of units                                                             |  |                                                 |             |   |                                                    |   |              |  
|Outstanding-beginning of period                                             |  |                                                 | 8,182,767   |   |                                                    |   | 9,112,453    |  
|Issued                                                                      |  |                                                 | 267,943     |   |                                                    |   | 3,029,675    |  
|Redeemed                                                                    |  |                                                 | (684,296    | ) |                                                    |   | (4,375,714   | )
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|Outstanding-end of period                                                   |  |                                                 | 7,766,414   |   |                                                    |   | 7,766,414    |  
|                                                                            |  |                                                 |             |   |                                                    |   |              |  

The accompanying notes are an integral part of these financial statements.



15



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

International Equity Fund

Financial Highlights

Unaudited

(For a unit outstanding throughout the period)



|                                                             |  |                                                 |         |    |                                                    |   |         |   
|------------------------------------------------------------ |  | ----------------------------------------------- | ------- | -- | -------------------------------------------------- | - | ------- | --
|                                                             |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |         |    | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                           |  | $                                               | 0.22    |    |                                                    | $ | 1.14    |   
|Expenses()                                                |  |                                                 | (0.08   | )  |                                                    |   | (0.25   | ) 
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|Net investment income (loss)                                 |  |                                                 | 0.14    |    |                                                    |   | 0.89    |   
|Net realized and unrealized gain (loss)                      |  |                                                 | (6.54   | )  |                                                    |   | (10.81  | ) 
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|Net increase (decrease) in unit value                        |  |                                                 | (6.40   | )  |                                                    |   | (9.92   | ) 
|Net asset value at beginning of period                       |  |                                                 | 30.41   |    |                                                    |   | 33.93   |   
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|Net asset value at end of period                             |  | $                                               | 24.01   |    |                                                    | $ | 24.01   |   
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|                                                             |  |                                                
|Ratios/Supplemental Data:                                    |  |                                                 |         |    |                                                    |   |         |   
|Ratio of expenses to average net assets*                   |  |                                                 | 1.13    | %  |                                                    |   | 1.10    | % 
|Ratio of net investment income (loss) to average net assets* |  |                                                 | 1.87    | %  |                                                    |   | 3.87    | % 
|Portfolio turnover**                                         |  |                                                 | 7       | %  |                                                    |   | 25      | % 
|Total return**                                               |  |                                                 | (21.05  | )% |                                                    |   | (29.24  | )%
|Net assets at end of period (in thousands)                   |  | $                                               | 186,498 |    |                                                    | $ | 186,498 |   



|* | Annualized.
|- | -----------

|** | Not annualized.
|-- | ---------------

| | Calculations prepared using the daily average number of units outstanding during the period.
|- | --------------------------------------------------------------------------------------------

| | Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds in which the Fund invests a portion of
its assets.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.



16



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Large-Cap Growth Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                |  |                    |             |    
|------------------------------------------------------------------------------- |  | ------------------ | ----------- | ---
|                                                                                |  | September 30, 2008 |            
|Assets                                                                          |  |                    |             |    
|Investments, at value (cost $373,329,694)                                       |  | $                  | 329,885,219 | (a)
|Investments in affiliated issuers, at value (cost $195,998,889)                 |  |                    | 231,442,414 |    
|Cash                                                                            |  |                    | 68,429      |    
|Receivable for investments sold                                                 |  |                    | 5,424,094   |    
|Receivable for fund units sold                                                  |  |                    | 813,681     |    
|Interest and dividends receivable                                               |  |                    | 217,767     |    
|Tax reclaims receivable                                                         |  |                    | 784         |    
|                                                                                |  |                    |             |    
|Total assets                                                                    |  |                    | 567,852,388 |    
|                                                                                |  |                    |             |    
|Liabilities                                                                     |  |                    |             |    
|Payable for cash collateral received on securities loaned                       |  |                    | 62,807,290  | (b)
|Payable for investments purchased                                               |  |                    | 2,523,302   |    
|Payable for fund units redeemed                                                 |  |                    | 3,988,854   |    
|Investment advisory fee payable                                                 |  |                    | 199,389     |    
|State Street Bank and Trust Companyprogram fee payable                         |  |                    | 154,604     |    
|Trustee, management and administration fees payable                             |  |                    | 44,864      |    
|ABA Retirement Fundsprogram fee payable                                        |  |                    | 20,621      |    
|Other accruals                                                                  |  |                    | 140,921     |    
|                                                                                |  |                    |             |    
|Total liabilities                                                               |  |                    | 69,879,845  |    
|                                                                                |  |                    |             |    
|                                                                                | 
|Net Assets(equivalent to $45.60 per unit based on 10,920,507 units outstanding) |  | $                  | 497,972,543 |    
|                                                                                |  |                    |             |    



|(a) | Includes securities on loan with a value of $61,862,780 (see Note 6).
|--- | ---------------------------------------------------------------------

|(b) | Excludes non-cash collateral of $689,864 (see Note 6).
|--- | ------------------------------------------------------

The accompanying notes are an integral part of these financial statements.



17



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Large-Cap Growth Equity Fund

Statement of Operations

Unaudited



|                                                                |  |                                                 |             |   |                                                    |   |              |  
|--------------------------------------------------------------- |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ------------ | -
|                                                                |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                               |  |                                                 |             |   |                                                    |   |              |  
|Dividends (net of foreign tax expense of $874 and $3,859)       |  | $                                               | 800,404     |   |                                                    | $ | 2,477,602    |  
|Dividendsaffiliated issuers                                    |  |                                                 | 43,152      |   |                                                    |   | 130,477      |  
|Securities lending income                                       |  |                                                 | 124,116     |   |                                                    |   | 348,058      |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|Total investment income                                         |  |                                                 | 967,672     |   |                                                    |   | 2,956,137    |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Expenses                                                        |  |                                                 |             |   |                                                    |   |              |  
|State Street Bank and Trust Companyprogram fee                 |  |                                                 | 490,634     |   |                                                    |   | 1,537,337    |  
|Investment advisory fee                                         |  |                                                 | 289,474     |   |                                                    |   | 926,256      |  
|Trustee, management and administration fees                     |  |                                                 | 141,639     |   |                                                    |   | 439,944      |  
|ABA Retirement Fundsprogram fee                                |  |                                                 | 63,665      |   |                                                    |   | 201,256      |  
|Legal and audit fees                                            |  |                                                 | 34,268      |   |                                                    |   | 107,427      |  
|Compliance consultant fees                                      |  |                                                 | 30,914      |   |                                                    |   | 98,113       |  
|Reports to unitholders                                          |  |                                                 | 16,653      |   |                                                    |   | 52,851       |  
|Registration fees                                               |  |                                                 | 4,477       |   |                                                    |   | 14,208       |  
|Other fees                                                      |  |                                                 | 22,163      |   |                                                    |   | 59,281       |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|Total expenses                                                  |  |                                                 | 1,093,887   |   |                                                    |   | 3,436,673    |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Net investment income (loss)                                    |  |                                                 | (126,215    | ) |                                                    |   | (480,536     | )
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 |             |   |                                                    |   |              |  
|Net realized gain (loss) on:                                    |  |                                                 |             |   |                                                    |   |              |  
|Investments                                                     |  |                                                 | (8,683,351  | ) |                                                    |   | (7,496,074   | )
|Investmentsaffiliated issuers                                  |  |                                                 | 2,964,049   |   |                                                    |   | 10,414,266   |  
|Foreign currency transactions                                   |  |                                                 | 67          |   |                                                    |   | (28          | )
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|Net realized gain (loss)                                        |  |                                                 | (5,719,235  | ) |                                                    |   | 2,918,164    |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Change in net unrealized appreciation (depreciation)            |  |                                                 | (65,207,338 | ) |                                                    |   | (141,195,171 | )
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 | (70,926,573 | ) |                                                    |   | (138,277,007 | )
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Net increase (decrease) in net assets resulting from operations |  | $                                               | (71,052,788 | ) |                                                    | $ | (138,757,543 | )
|                                                                |  |                                                 |             |   |                                                    |   |              |  

The accompanying notes are an integral part of these financial statements.



18



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Large-Cap Growth Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|--------------------------------------------------------------------------- |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ------------ | -
|                                                                            |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|From operations                                                             |  |                                                 |             |   |                                                    |   |              |  
|Net investment income (loss)                                                |  | $                                               | (126,215    | ) |                                                    | $ | (480,536     | )
|Net realized gain (loss) from investments and foreign currency transactions |  |                                                 | (5,719,235  | ) |                                                    |   | 2,918,164    |  
|Change in net unrealized appreciation (depreciation)                        |  |                                                 | (65,207,338 | ) |                                                    |   | (141,195,171 | )
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|Net increase (decrease) in net assets resulting from operations             |  |                                                 | (71,052,788 | ) |                                                    |   | (138,757,543 | )
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|                                                                            |  |                                                
|From unitholder transactions                                                |  |                                                 |             |   |                                                    |   |              |  
|Proceeds from units issued                                                  |  |                                                 | 12,648,403  |   |                                                    |   | 92,733,693   |  
|Cost of units redeemed                                                      |  |                                                 | (38,151,282 | ) |                                                    |   | (173,540,771 | )
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|Net increase (decrease) in net assets from unitholder transactions          |  |                                                 | (25,502,879 | ) |                                                    |   | (80,807,078  | )
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|                                                                            |  |                                                
|Net increase (decrease) in net assets                                       |  |                                                 | (96,555,667 | ) |                                                    |   | (219,564,621 | )
|                                                                            |  |                                                
|Net Assets                                                                  |  |                                                 |             |   |                                                    |   |              |  
|Beginning of period                                                         |  |                                                 | 594,528,210 |   |                                                    |   | 717,537,164  |  
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|End of period                                                               |  | $                                               | 497,972,543 |   |                                                    | $ | 497,972,543  |  
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|                                                                            |  |                                                
|Number of units                                                             |  |                                                 |             |   |                                                    |   |              |  
|Outstanding-beginning of period                                             |  |                                                 | 11,430,684  |   |                                                    |   | 12,470,251   |  
|Issued                                                                      |  |                                                 | 251,262     |   |                                                    |   | 1,789,092    |  
|Redeemed                                                                    |  |                                                 | (761,439    | ) |                                                    |   | (3,338,836   | )
|                                                                            |  |                                                 |             |   |                                                    |   |              |  
|Outstanding-end of period                                                   |  |                                                 | 10,920,507  |   |                                                    |   | 10,920,507   |  
|                                                                            |  |                                                 |             |   |                                                    |   |              |  

The accompanying notes are an integral part of these financial statements.



19



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Large-Cap Growth Equity Fund

Financial Highlights

Unaudited

(For a unit outstanding throughout the period)



|                                                             |  |                                                 |         |    |                                                    |   |         |   
|------------------------------------------------------------ |  | ----------------------------------------------- | ------- | -- | -------------------------------------------------- | - | ------- | --
|                                                             |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |         |    | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                           |  | $                                               | 0.08    |    |                                                    | $ | 0.25    |   
|Expenses()                                                |  |                                                 | (0.09   | )  |                                                    |   | (0.29   | ) 
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|Net investment income (loss)                                 |  |                                                 | (0.01   | )  |                                                    |   | (0.04   | ) 
|Net realized and unrealized gain (loss)                      |  |                                                 | (6.40   | )  |                                                    |   | (11.90  | ) 
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|Net increase (decrease) in unit value                        |  |                                                 | (6.41   | )  |                                                    |   | (11.94  | ) 
|Net asset value at beginning of period                       |  |                                                 | 52.01   |    |                                                    |   | 57.54   |   
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|Net asset value at end of period                             |  | $                                               | 45.60   |    |                                                    | $ | 45.60   |   
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|                                                             |  |                                                
|Ratios/Supplemental Data:                                    |  |                                                 |         |    |                                                    |   |         |   
|Ratio of expenses to average net assets*                   |  |                                                 | 0.76    | %  |                                                    |   | 0.74    | % 
|Ratio of net investment income (loss) to average net assets* |  |                                                 | (0.09   | )% |                                                    |   | (0.10   | )%
|Portfolio turnover**                                      |  |                                                 | 7       | %  |                                                    |   | 23      | % 
|Total return**                                               |  |                                                 | (12.32  | )% |                                                    |   | (20.75  | )%
|Net assets at end of period (in thousands)                   |  | $                                               | 497,973 |    |                                                    | $ | 497,973 |   



|* | Annualized.
|- | -----------

|** | Not annualized.
|-- | ---------------

| | Calculations prepared using the daily average number of units outstanding during the period.
|- | --------------------------------------------------------------------------------------------

| | Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds in which the Fund invests a portion of
its assets.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With respect to a portion of the Funds assets invested in a collective investment fund, portfolio turnover reflects purchases and sales of such collective investment fund,
rather than portfolio turnover of the underlying portfolio of such collective investment fund.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an
integral part of these financial statements.



20



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Large-Cap Value Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                               |  |                    |             |    
|------------------------------------------------------------------------------ |  | ------------------ | ----------- | ---
|                                                                               |  | September 30, 2008 |            
|Assets                                                                         |  |                    |             |    
|Investments, at value (cost $235,568,938)                                      |  | $                  | 206,396,973 | (a)
|Investments in affiliated issuers, at value (cost $84,403,433)                 |  |                    | 91,662,261  |    
|Cash                                                                           |  |                    | 23,303      |    
|Receivable for investments sold                                                |  |                    | 843,642     |    
|Receivable for fund units sold                                                 |  |                    | 223,580     |    
|Interest and dividends receivable                                              |  |                    | 437,326     |    
|Tax reclaims receivable                                                        |  |                    | 22,035      |    
|                                                                               |  |                    |             |    
|Total assets                                                                   |  |                    | 299,609,120 |    
|                                                                               |  |                    |             |    
|Liabilities                                                                    |  |                    |             |    
|Payable for cash collateral received on securities loaned                      |  |                    | 18,529,374  | (b)
|Payable for investments purchased                                              |  |                    | 571,050     |    
|Payable for fund units redeemed                                                |  |                    | 2,324,399   |    
|Investment advisory fee payable                                                |  |                    | 51,369      |    
|State Street Bank and Trust Companyprogram fee payable                        |  |                    | 84,110      |    
|Trustee, management and administration fees payable                            |  |                    | 24,415      |    
|ABA Retirement Fundsprogram fee payable                                       |  |                    | 11,219      |    
|Other accruals                                                                 |  |                    | 79,238      |    
|                                                                               |  |                    |             |    
|Total liabilities                                                              |  |                    | 21,675,174  |    
|                                                                               |  |                    |             |    
|                                                                               | 
|Net Assets(equivalent to $33.22 per unit based on 8,367,634 units outstanding) |  | $                  | 277,933,946 |    
|                                                                               |  |                    |             |    



|(a) | Includes securities on loan with a value of $18,101,373 (see Note 6).
|--- | ---------------------------------------------------------------------

|(b) | Excludes non-cash collateral of $30,600 (see Note 6).
|--- | -----------------------------------------------------

The
accompanying notes are an integral part of these financial statements.



21



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Large-Cap Value Equity Fund

Statement of Operations

Unaudited



|                                                                |  |                                                 |             |   |                                                    |   |              |  
|--------------------------------------------------------------- |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ------------ | -
|                                                                |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                               |  |                                                 |             |   |                                                    |   |              |  
|Dividends (net of foreign tax expense of $1,293 and $30,882)    |  | $                                               | 1,795,033   |   |                                                    | $ | 5,990,746    |  
|Dividendsaffiliated issuers                                    |  |                                                 | 29,833      |   |                                                    |   | 78,406       |  
|Securities lending income                                       |  |                                                 | 54,821      |   |                                                    |   | 162,407      |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|Total investment income                                         |  |                                                 | 1,879,687   |   |                                                    |   | 6,231,559    |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Expenses                                                        |  |                                                 |             |   |                                                    |   |              |  
|State Street Bank and Trust Companyprogram fee                 |  |                                                 | 261,573     |   |                                                    |   | 863,191      |  
|Investment advisory fee                                         |  |                                                 | 160,913     |   |                                                    |   | 525,582      |  
|Trustee, management and administration fees                     |  |                                                 | 75,492      |   |                                                    |   | 246,999      |  
|ABA Retirement Fundsprogram fee                                |  |                                                 | 33,942      |   |                                                    |   | 113,048      |  
|Legal and audit fees                                            |  |                                                 | 18,265      |   |                                                    |   | 60,326       |  
|Compliance consultant fees                                      |  |                                                 | 16,478      |   |                                                    |   | 55,113       |  
|Reports to unitholders                                          |  |                                                 | 8,876       |   |                                                    |   | 29,688       |  
|Registration fees                                               |  |                                                 | 2,386       |   |                                                    |   | 7,980        |  
|Other fees                                                      |  |                                                 | 11,815      |   |                                                    |   | 33,156       |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|Total expenses                                                  |  |                                                 | 589,740     |   |                                                    |   | 1,935,083    |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Net investment income (loss)                                    |  |                                                 | 1,289,947   |   |                                                    |   | 4,296,476    |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 |             |   |                                                    |   |              |  
|Net realized gain (loss) on:                                    |  |                                                 |             |   |                                                    |   |              |  
|Investments                                                     |  |                                                 | (6,730,607  | ) |                                                    |   | 1,082,482    |  
|Investmentsaffiliated issuers                                  |  |                                                 | 1,648,188   |   |                                                    |   | 6,232,541    |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|Net realized gain (loss)                                        |  |                                                 | (5,082,419  | ) |                                                    |   | 7,315,023    |  
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Change in net unrealized appreciation (depreciation)            |  |                                                 | (19,880,409 | ) |                                                    |   | (102,619,555 | )
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 | (24,962,828 | ) |                                                    |   | (95,304,532  | )
|                                                                |  |                                                 |             |   |                                                    |   |              |  
|                                                                |  |                                                
|Net increase (decrease) in net assets resulting from operations |  | $                                               | (23,672,881 | ) |                                                    | $ | (91,008,056  | )
|                                                                |  |                                                 |             |   |                                                    |   |              |  

The accompanying notes are an integral part of these financial statements.



22



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Large-Cap Value Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|------------------------------------------------------------------ |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ------------ | -
|                                                                   |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|From operations                                                    |  |                                                 |             |   |                                                    |   |              |  
|Net investment income (loss)                                       |  | $                                               | 1,289,947   |   |                                                    | $ | 4,296,476    |  
|Net realized gain (loss)                                           |  |                                                 | (5,082,419  | ) |                                                    |   | 7,315,023    |  
|Change in net unrealized appreciation (depreciation)               |  |                                                 | (19,880,409 | ) |                                                    |   | (102,619,555 | )
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|Net increase (decrease) in net assets resulting from operations    |  |                                                 | (23,672,881 | ) |                                                    |   | (91,008,056  | )
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|                                                                   |  |                                                
|From unitholder transactions                                       |  |                                                 |             |   |                                                    |   |              |  
|Proceeds from units issued                                         |  |                                                 | 9,839,174   |   |                                                    |   | 78,516,787   |  
|Cost of units redeemed                                             |  |                                                 | (25,039,505 | ) |                                                    |   | (130,255,514 | )
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|Net increase (decrease) in net assets from unitholder transactions |  |                                                 | (15,200,331 | ) |                                                    |   | (51,738,727  | )
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|                                                                   |  |                                                
|Net increase (decrease) in net assets                              |  |                                                 | (38,873,212 | ) |                                                    |   | (142,746,783 | )
|                                                                   |  |                                                
|Net Assets                                                         |  |                                                 |             |   |                                                    |   |              |  
|Beginning of period                                                |  |                                                 | 316,807,158 |   |                                                    |   | 420,680,729  |  
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|End of period                                                      |  | $                                               | 277,933,946 |   |                                                    | $ | 277,933,946  |  
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|                                                                   |  |                                                
|Number of units                                                    |  |                                                 |             |   |                                                    |   |              |  
|Outstanding-beginning of period                                    |  |                                                 | 8,803,172   |   |                                                    |   | 9,730,129    |  
|Issued                                                             |  |                                                 | 280,153     |   |                                                    |   | 2,028,192    |  
|Redeemed                                                           |  |                                                 | (715,691    | ) |                                                    |   | (3,390,687   | )
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|Outstanding-end of period                                          |  |                                                 | 8,367,634   |   |                                                    |   | 8,367,634    |  
|                                                                   |  |                                                 |             |   |                                                    |   |              |  

The accompanying notes are an integral part of these financial statements.



23



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Large-Cap Value Equity Fund

Financial Highlights

Unaudited

(For a unit outstanding throughout the period)



|                                                             |  |                                                 |         |    |                                                    |   |         |   
|------------------------------------------------------------ |  | ----------------------------------------------- | ------- | -- | -------------------------------------------------- | - | ------- | --
|                                                             |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |         |    | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                           |  | $                                               | 0.22    |    |                                                    | $ | 0.69    |   
|Expenses()                                                |  |                                                 | (0.06   | )  |                                                    |   | (0.21   | ) 
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|Net investment income (loss)                                 |  |                                                 | 0.16    |    |                                                    |   | 0.48    |   
|Net realized and unrealized gain (loss)                      |  |                                                 | (2.93   | )  |                                                    |   | (10.49  | ) 
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|Net increase (decrease) in unit value                        |  |                                                 | (2.77   | )  |                                                    |   | (10.01  | ) 
|Net asset value at beginning of period                       |  |                                                 | 35.99   |    |                                                    |   | 43.23   |   
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|Net asset value at end of period                             |  | $                                               | 33.22   |    |                                                    | $ | 33.22   |   
|                                                             |  |                                                 |         |    |                                                    |   |         |   
|                                                             |  |                                                
|Ratios/Supplemental Data:                                    |  |                                                 |         |    |                                                    |   |         |   
|Ratio of expenses to average net assets*                   |  |                                                 | 0.77    | %  |                                                    |   | 0.75    | % 
|Ratio of net investment income (loss) to average net assets* |  |                                                 | 1.69    | %  |                                                    |   | 1.65    | % 
|Portfolio turnover**                                      |  |                                                 | 8       | %  |                                                    |   | 12      | % 
|Total return**                                               |  |                                                 | (7.70   | )% |                                                    |   | (23.16  | )%
|Net assets at end of period (in thousands)                   |  | $                                               | 277,934 |    |                                                    | $ | 277,934 |   



|* | Annualized.
|- | -----------

|** | Not annualized.
|-- | ---------------

| | Calculations prepared using the daily average number of units outstanding during the period.
|- | --------------------------------------------------------------------------------------------

| | Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds in which the Fund invests a portion of
its assets.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With respect to a portion of the Funds assets invested in a collective investment fund, portfolio turnover reflects purchases and sales of such collective investment fund,
rather than portfolio turnover of the underlying portfolio of such collective investment fund.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an
integral part of these financial statements.



24



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Mid-Cap Growth Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                               |  |                    |             |    
|------------------------------------------------------------------------------ |  | ------------------ | ----------- | ---
|                                                                               |  | September 30, 2008 |            
|Assets                                                                         |  |                    |             |    
|Investments, at value (cost $101,177,657)                                      |  | $                  | 94,353,973  | (a)
|Investments in affiliated issuers, at value (cost $43,987,307)                 |  |                    | 43,987,307  |    
|Cash                                                                           |  |                    | 7,704       |    
|Receivable for investments sold                                                |  |                    | 2,073,536   |    
|Receivable for fund units sold                                                 |  |                    | 100,297     |    
|Dividends receivable                                                           |  |                    | 46,160      |    
|                                                                               |  |                    |             |    
|Total assets                                                                   |  |                    | 140,568,977 |    
|                                                                               |  |                    |             |    
|Liabilities                                                                    |  |                    |             |    
|Payable for cash collateral received on securities loaned                      |  |                    | 43,567,515  |    
|Payable for investments purchased                                              |  |                    | 2,382,863   |    
|Payable for fund units redeemed                                                |  |                    | 1,027,411   |    
|Investment advisory fee payable                                                |  |                    | 172,941     |    
|State Street Bank and Trust Companyprogram fee payable                        |  |                    | 29,742      |    
|Trustee, management and administration fees payable                            |  |                    | 8,581       |    
|ABA Retirement Fundsprogram fee payable                                       |  |                    | 3,946       |    
|Other accruals                                                                 |  |                    | 26,477      |    
|                                                                               |  |                    |             |    
|Total liabilities                                                              |  |                    | 47,219,476  |    
|                                                                               |  |                    |             |    
|                                                                               | 
|Net Assets(equivalent to $20.18 per unit based on 4,625,300 units outstanding) |  | $                  | 93,349,501  |    
|                                                                               |  |                    |             |    



|(a) | Includes securities on loan with a value of $42,544,342 (see Note 6).
|--- | ---------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.



25



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Mid-Cap Growth Equity Fund

Statement of Operations

Unaudited



|                                                                |  |                                                 |             |   |                                                    |   |             |  
|--------------------------------------------------------------- |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ----------- | -
|                                                                |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                               |  |                                                 |             |   |                                                    |   |             |  
|Dividends                                                       |  | $                                               | 129,478     |   |                                                    | $ | 470,134     |  
|Dividendsaffiliated issuers                                    |  |                                                 | 2,229       |   |                                                    |   | 75,955      |  
|Securities lending income                                       |  |                                                 | 58,294      |   |                                                    |   | 167,245     |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|Total investment income                                         |  |                                                 | 190,001     |   |                                                    |   | 713,334     |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Expenses                                                        |  |                                                 |             |   |                                                    |   |             |  
|Investment advisory fee                                         |  |                                                 | 172,941     |   |                                                    |   | 553,158     |  
|State Street Bank and Trust Companyprogram fee                 |  |                                                 | 95,690      |   |                                                    |   | 300,606     |  
|Trustee, management and administration fees                     |  |                                                 | 27,628      |   |                                                    |   | 86,019      |  
|ABA Retirement Fundsprogram fee                                |  |                                                 | 12,416      |   |                                                    |   | 39,344      |  
|Legal and audit fees                                            |  |                                                 | 6,684       |   |                                                    |   | 21,004      |  
|Compliance consultant fees                                      |  |                                                 | 6,030       |   |                                                    |   | 19,184      |  
|Reports to unitholders                                          |  |                                                 | 3,248       |   |                                                    |   | 10,334      |  
|Registration fees                                               |  |                                                 | 873         |   |                                                    |   | 2,778       |  
|Other fees                                                      |  |                                                 | 4,323       |   |                                                    |   | 11,588      |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|Total expenses                                                  |  |                                                 | 329,833     |   |                                                    |   | 1,044,015   |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net investment income (loss)                                    |  |                                                 | (139,832    | ) |                                                    |   | (330,681    | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 |             |   |                                                    |   |             |  
|Net realized gain (loss)                                        |  |                                                 | (4,838,724  | ) |                                                    |   | (4,371,990  | )
|                                                                |  |                                                
|Change in net unrealized appreciation (depreciation)            |  |                                                 | (20,611,722 | ) |                                                    |   | (32,647,834 | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 | (25,450,446 | ) |                                                    |   | (37,019,824 | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net increase (decrease) in net assets resulting from operations |  | $                                               | (25,590,278 | ) |                                                    | $ | (37,350,505 | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  

The accompanying notes are an integral part of these financial statements.



26



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Mid-Cap Growth Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|------------------------------------------------------------------ |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ----------- | -
|                                                                   |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|From operations                                                    |  |                                                 |             |   |                                                    |   |             |  
|Net investment income (loss)                                       |  | $                                               | (139,832    | ) |                                                    | $ | (330,681    | )
|Net realized gain (loss)                                           |  |                                                 | (4,838,724  | ) |                                                    |   | (4,371,990  | )
|Change in net unrealized appreciation (depreciation)               |  |                                                 | (20,611,722 | ) |                                                    |   | (32,647,834 | )
|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|Net increase (decrease) in net assets resulting from operations    |  |                                                 | (25,590,278 | ) |                                                    |   | (37,350,505 | )
|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|                                                                   |  |                                                
|From unitholder transactions                                       |  |                                                 |             |   |                                                    |   |             |  
|Proceeds from units issued                                         |  |                                                 | 7,404,471   |   |                                                    |   | 50,330,450  |  
|Cost of units redeemed                                             |  |                                                 | (12,314,374 | ) |                                                    |   | (50,546,345 | )
|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|Net increase (decrease) in net assets from unitholder transactions |  |                                                 | (4,909,903  | ) |                                                    |   | (215,895    | )
|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|                                                                   |  |                                                
|Net increase (decrease) in net assets                              |  |                                                 | (30,500,181 | ) |                                                    |   | (37,566,400 | )
|                                                                   |  |                                                
|Net Assets                                                         |  |                                                 |             |   |                                                    |   |             |  
|Beginning of period                                                |  |                                                 | 123,849,682 |   |                                                    |   | 130,915,901 |  
|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|End of period                                                      |  | $                                               | 93,349,501  |   |                                                    | $ | 93,349,501  |  
|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|                                                                   |  |                                                
|Number of units                                                    |  |                                                 |             |   |                                                    |   |             |  
|Outstanding-beginning of period                                    |  |                                                 | 4,843,922   |   |                                                    |   | 4,652,506   |  
|Issued                                                             |  |                                                 | 319,737     |   |                                                    |   | 2,028,160   |  
|Redeemed                                                           |  |                                                 | (538,359    | ) |                                                    |   | (2,055,366  | )
|                                                                   |  |                                                 |             |   |                                                    |   |             |  
|Outstanding-end of period                                          |  |                                                 | 4,625,300   |   |                                                    |   | 4,625,300   |  
|                                                                   |  |                                                 |             |   |                                                    |   |             |  

The accompanying notes are an integral part of these financial statements.



27



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Mid-Cap Growth Equity Fund

Financial Highlights

Unaudited

(For a unit outstanding throughout the period)



|                                                             |  |                                                 |        |    |                                                    |   |        |   
|------------------------------------------------------------ |  | ----------------------------------------------- | ------ | -- | -------------------------------------------------- | - | ------ | --
|                                                             |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |        |    | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                           |  | $                                               | 0.04   |    |                                                    | $ | 0.15   |   
|Expenses()                                                |  |                                                 | (0.07  | )  |                                                    |   | (0.22  | ) 
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net investment income (loss)                                 |  |                                                 | (0.03  | )  |                                                    |   | (0.07  | ) 
|Net realized and unrealized gain (loss)                      |  |                                                 | (5.36  | )  |                                                    |   | (7.89  | ) 
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net increase (decrease) in unit value                        |  |                                                 | (5.39  | )  |                                                    |   | (7.96  | ) 
|Net asset value at beginning of period                       |  |                                                 | 25.57  |    |                                                    |   | 28.14  |   
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net asset value at end of period                             |  | $                                               | 20.18  |    |                                                    | $ | 20.18  |   
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|                                                             |  |                                                
|Ratios/Supplemental Data:                                    |  |                                                 |        |    |                                                    |   |        |   
|Ratio of expenses to average net assets*                   |  |                                                 | 1.18   | %  |                                                    |   | 1.16   | % 
|Ratio of net investment income (loss) to average net assets* |  |                                                 | (0.50  | )% |                                                    |   | (0.37  | )%
|Portfolio turnover**                                         |  |                                                 | 45     | %  |                                                    |   | 124    | % 
|Total return**                                               |  |                                                 | (21.08 | )% |                                                    |   | (28.29 | )%
|Net assets at end of period (in thousands)                   |  | $                                               | 93,350 |    |                                                    | $ | 93,350 |   



|* | Annualized.
|- | -----------

|** | Not annualized.
|-- | ---------------

| | Calculations prepared using the daily average number of units outstanding during the period.
|- | --------------------------------------------------------------------------------------------

| | Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds in which the Fund invests a portion of
its assets.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.



28



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Mid-Cap Value Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                               |  |                    |            |    
|------------------------------------------------------------------------------ |  | ------------------ | ---------- | ---
|                                                                               |  | September 30, 2008 |           
|Assets                                                                         |  |                    |            |    
|Investments, at value (cost $69,885,896)                                       |  | $                  | 57,126,692 | (a)
|Investments in affiliated issuers, at value (cost $30,360,399)                 |  |                    | 30,360,399 |    
|Foreign currency, at value (cost $27,703)                                      |  |                    | 27,674     |    
|Cash                                                                           |  |                    | 12,502     |    
|Receivable for investments sold                                                |  |                    | 1,630,257  |    
|Receivable for fund units sold                                                 |  |                    | 82,115     |    
|Dividends receivable                                                           |  |                    | 102,656    |    
|                                                                               |  |                    |            |    
|Total assets                                                                   |  |                    | 89,342,295 |    
|                                                                               |  |                    |            |    
|Liabilities                                                                    |  |                    |            |    
|Payable for cash collateral received on securities loaned                      |  |                    | 29,013,320 | (b)
|Payable for investments purchased                                              |  |                    | 1,415,225  |    
|Payable for fund units redeemed                                                |  |                    | 490,623    |    
|Investment advisory fee payable                                                |  |                    | 35,166     |    
|State Street Bank and Trust Companyprogram fee payable                        |  |                    | 18,366     |    
|Trustee, management and administration fees payable                            |  |                    | 5,306      |    
|ABA Retirement Fundsprogram fee payable                                       |  |                    | 2,432      |    
|Other accruals                                                                 |  |                    | 16,656     |    
|                                                                               |  |                    |            |    
|Total liabilities                                                              |  |                    | 30,997,094 |    
|                                                                               |  |                    |            |    
|                                                                               | 
|Net Assets(equivalent to $12.79 per unit based on 4,560,163 units outstanding) |  | $                  | 58,345,201 |    
|                                                                               |  |                    |            |    



|(a) | Includes securities on loan with a value of $28,506,530 (see Note 6).
|--- | ---------------------------------------------------------------------

|(b) | Excludes non-cash collateral of $388,328 (see Note 6).
|--- | ------------------------------------------------------

The accompanying notes are an integral part of these financial statements.



29



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Mid-Cap Value Equity Fund

Statement of Operations

Unaudited



|                                                                |  |                                                 |            |   |                                                    |   |             |  
|--------------------------------------------------------------- |  | ----------------------------------------------- | ---------- | - | -------------------------------------------------- | - | ----------- | -
|                                                                |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |            |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                               |  |                                                 |            |   |                                                    |   |             |  
|Dividends (net of foreign tax expense of $742 and $4,785)       |  | $                                               | 261,206    |   |                                                    | $ | 775,948     |  
|Dividendsaffiliated issuers                                    |  |                                                 | 7,111      |   |                                                    |   | 21,084      |  
|Interestunaffiliated issuers                                   |  |                                                 |           |   |                                                    |   | 381         |  
|Securities lending income                                       |  |                                                 | 36,709     |   |                                                    |   | 129,587     |  
|                                                                |  |                                                 |            |   |                                                    |   |             |  
|Total investment income                                         |  |                                                 | 305,026    |   |                                                    |   | 927,000     |  
|                                                                |  |                                                 |            |   |                                                    |   |             |  
|                                                                |  |                                                
|Expenses                                                        |  |                                                 |            |   |                                                    |   |             |  
|Investment advisory fee                                         |  |                                                 | 109,747    |   |                                                    |   | 353,747     |  
|State Street Bank and Trust Companyprogram fee                 |  |                                                 | 56,483     |   |                                                    |   | 180,065     |  
|Trustee, management and administration fees                     |  |                                                 | 16,302     |   |                                                    |   | 51,497      |  
|ABA Retirement Fundsprogram fee                                |  |                                                 | 7,329      |   |                                                    |   | 23,572      |  
|Legal and audit fees                                            |  |                                                 | 3,944      |   |                                                    |   | 12,576      |  
|Compliance consultant fees                                      |  |                                                 | 3,558      |   |                                                    |   | 11,487      |  
|Reports to unitholders                                          |  |                                                 | 1,917      |   |                                                    |   | 6,188       |  
|Registration fees                                               |  |                                                 | 515        |   |                                                    |   | 1,663       |  
|Other fees                                                      |  |                                                 | 2,552      |   |                                                    |   | 6,930       |  
|                                                                |  |                                                 |            |   |                                                    |   |             |  
|Total expenses                                                  |  |                                                 | 202,347    |   |                                                    |   | 647,725     |  
|                                                                |  |                                                 |            |   |                                                    |   |             |  
|                                                                |  |                                                
|Net investment income (loss)                                    |  |                                                 | 102,679    |   |                                                    |   | 279,275     |  
|                                                                |  |                                                 |            |   |                                                    |   |             |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 |            |   |                                                    |   |             |  
|Net realized gain (loss) on:                                    |  |                                                 |            |   |                                                    |   |             |  
|Investments                                                     |  |                                                 | (2,354,395 | ) |                                                    |   | (8,712,712  | )
|Foreign currency transactions                                   |  |                                                 | 2,735      |   |                                                    |   | (4,461      | )
|                                                                |  |                                                 |            |   |                                                    |   |             |  
|Net realized gain (loss)                                        |  |                                                 | (2,351,660 | ) |                                                    |   | (8,717,173  | )
|                                                                |  |                                                 |            |   |                                                    |   |             |  
|                                                                |  |                                                
|Change in net unrealized appreciation (depreciation) on:        |  |                                                 |            |   |                                                    |   |             |  
|Investments                                                     |  |                                                 | (4,831,837 | ) |                                                    |   | (11,920,510 | )
|Foreign currency transactions                                   |  |                                                 | 649        |   |                                                    |   | 7,371       |  
|                                                                |  |                                                 |            |   |                                                    |   |             |  
|Change in net unrealized appreciation (depreciation)            |  |                                                 | (4,831,188 | ) |                                                    |   | (11,913,139 | )
|                                                                |  |                                                 |            |   |                                                    |   |             |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 | (7,182,848 | ) |                                                    |   | (20,630,312 | )
|                                                                |  |                                                 |            |   |                                                    |   |             |  
|                                                                |  |                                                
|Net increase (decrease) in net assets resulting from operations |  | $                                               | (7,080,169 | ) |                                                    | $ | (20,351,037 | )
|                                                                |  |                                                 |            |   |                                                    |   |             |  

The accompanying notes are an integral part of these financial statements.



30



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Mid-Cap Value Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                            |  |                                                 |            |   |                                                    |   |             |  
|--------------------------------------------------------------------------- |  | ----------------------------------------------- | ---------- | - | -------------------------------------------------- | - | ----------- | -
|                                                                            |  | For the periodJuly 1, 2008
toSeptember 30, 2008 |            |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|From operations                                                             |  |                                                 |            |   |                                                    |   |             |  
|Net investment income (loss)                                                |  | $                                               | 102,679    |   |                                                    | $ | 279,275     |  
|Net realized gain (loss) from investments and foreign currency transactions |  |                                                 | (2,351,660 | ) |                                                    |   | (8,717,173  | )
|Change in net unrealized appreciation (depreciation)                        |  |                                                 | (4,831,188 | ) |                                                    |   | (11,913,139 | )
|                                                                            |  |                                                 |            |   |                                                    |   |             |  
|Net increase (decrease) in net assets resulting from operations             |  |                                                 | (7,080,169 | ) |                                                    |   | (20,351,037 | )
|                                                                            |  |                                                 |            |   |                                                    |   |             |  
|                                                                            |  |                                                
|From unitholder transactions                                                |  |                                                 |            |   |                                                    |   |             |  
|Proceeds from units issued                                                  |  |                                                 | 3,677,916  |   |                                                    |   | 23,455,393  |  
|Cost of units redeemed                                                      |  |                                                 | (5,853,205 | ) |                                                    |   | (33,478,910 | )
|                                                                            |  |                                                 |            |   |                                                    |   |             |  
|Net increase (decrease) in net assets from unitholder transactions          |  |                                                 | (2,175,289 | ) |                                                    |   | (10,023,517 | )
|                                                                            |  |                                                 |            |   |                                                    |   |             |  
|                                                                            |  |                                                
|Net increase (decrease) in net assets                                       |  |                                                 | (9,255,458 | ) |                                                    |   | (30,374,554 | )
|                                                                            |  |                                                
|Net Assets                                                                  |  |                                                 |            |   |                                                    |   |             |  
|Beginning of period                                                         |  |                                                 | 67,600,659 |   |                                                    |   | 88,719,755  |  
|                                                                            |  |                                                 |            |   |                                                    |   |             |  
|End of period                                                               |  | $                                               | 58,345,201 |   |                                                    | $ | 58,345,201  |  
|                                                                            |  |                                                 |            |   |                                                    |   |             |  
|                                                                            |  |                                                
|Number of units                                                             |  |                                                 |            |   |                                                    |   |             |  
|Outstanding-beginning of period                                             |  |                                                 | 4,715,860  |   |                                                    |   | 5,227,794   |  
|Issued                                                                      |  |                                                 | 262,482    |   |                                                    |   | 1,583,442   |  
|Redeemed                                                                    |  |                                                 | (418,179   | ) |                                                    |   | (2,251,073  | )
|                                                                            |  |                                                 |            |   |                                                    |   |             |  
|Outstanding-end of period                                                   |  |                                                 | 4,560,163  |   |                                                    |   | 4,560,163   |  
|                                                                            |  |                                                 |            |   |                                                    |   |             |  

The accompanying notes are an integral part of these financial statements.



31



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Mid-Cap Value Equity Fund

Financial Highlights

Unaudited

(For a unit outstanding throughout the period)



|                                                             |  |                                                 |        |    |                                                    |   |        |   
|------------------------------------------------------------ |  | ----------------------------------------------- | ------ | -- | -------------------------------------------------- | - | ------ | --
|                                                             |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |        |    | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                           |  | $                                               | 0.06   |    |                                                    | $ | 0.19   |   
|Expenses()                                                |  |                                                 | (0.04  | )  |                                                    |   | (0.13  | ) 
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net investment income (loss)                                 |  |                                                 | 0.02   |    |                                                    |   | 0.06   |   
|Net realized and unrealized gain (loss)                      |  |                                                 | (1.56  | )  |                                                    |   | (4.24  | ) 
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net increase (decrease) in unit value                        |  |                                                 | (1.54  | )  |                                                    |   | (4.18  | ) 
|Net asset value at beginning of period                       |  |                                                 | 14.33  |    |                                                    |   | 16.97  |   
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net asset value at end of period                             |  | $                                               | 12.79  |    |                                                    | $ | 12.79  |   
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|                                                             |  |                                                
|Ratios/Supplemental Data:                                    |  |                                                 |        |    |                                                    |   |        |   
|Ratio of expenses to average net assets*                   |  |                                                 | 1.22   | %  |                                                    |   | 1.20   | % 
|Ratio of net investment income (loss) to average net assets* |  |                                                 | 0.62   | %  |                                                    |   | 0.52   | % 
|Portfolio turnover**                                         |  |                                                 | 15     | %  |                                                    |   | 36     | % 
|Total return**                                               |  |                                                 | (10.75 | )% |                                                    |   | (24.63 | )%
|Net assets at end of period (in thousands)                   |  | $                                               | 58,345 |    |                                                    | $ | 58,345 |   



|* | Annualized.
|- | -----------

|** | Not annualized.
|-- | ---------------

| | Calculations prepared using the daily average number of units outstanding during the period.
|- | --------------------------------------------------------------------------------------------

| | Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds in which the Fund invests a portion of
its assets.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.



32



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Small-Cap Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                               |  |                    |             |    
|------------------------------------------------------------------------------ |  | ------------------ | ----------- | ---
|                                                                               |  | September 30, 2008 |            
|Assets                                                                         |  |                    |             |    
|Investments, at value (cost $199,046,015)                                      |  | $                  | 192,900,096 | (a)
|Investments in affiliated issuers, at value (cost $132,322,700)                |  |                    | 132,252,529 |    
|Receivable for investments sold                                                |  |                    | 1,441,428   |    
|Receivable for fund units sold                                                 |  |                    | 154,325     |    
|Interest and dividend receivable                                               |  |                    | 168,848     |    
|Tax reclaims receivable                                                        |  |                    | 1,003       |    
|                                                                               |  |                    |             |    
|Total assets                                                                   |  |                    | 326,918,229 |    
|                                                                               |  |                    |             |    
|Liabilities                                                                    |  |                    |             |    
|Due to custodian                                                               |  |                    | 43,540      |    
|Payable for cash collateral received on securities loaned                      |  |                    | 116,765,900 | (b)
|Payable for investments purchased                                              |  |                    | 1,208,159   |    
|Payable for fund units redeemed                                                |  |                    | 1,111,800   |    
|Investment advisory fee payable                                                |  |                    | 132,437     |    
|State Street Bank and Trust Companyprogram fee payable                        |  |                    | 63,476      |    
|Trustee, management and administration fees payable                            |  |                    | 18,389      |    
|ABA Retirement Fundsprogram fee payable                                       |  |                    | 8,449       |    
|Other accruals                                                                 |  |                    | 54,979      |    
|                                                                               |  |                    |             |    
|Total liabilities                                                              |  |                    | 119,407,129 |    
|                                                                               |  |                    |             |    
|                                                                               | 
|Net Assets(equivalent to $64.47 per unit based on 3,218,650 units outstanding) |  | $                  | 207,511,100 |    
|                                                                               |  |                    |             |    



|(a) | Includes securities on loan with a value of $113,601,551 (see Note 6).
|--- | ----------------------------------------------------------------------

|(b) | Excludes non-cash collateral of $14,148 (see Note 6).
|--- | -----------------------------------------------------

The
accompanying notes are an integral part of these financial statements.



33



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Small-Cap Equity Fund

Statement of Operations

Unaudited



|                                                                |  |                                                 |             |   |                                                    |   |             |  
|--------------------------------------------------------------- |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ----------- | -
|                                                                |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                               |  |                                                 |             |   |                                                    |   |             |  
|Dividends (net of foreign tax expense of $610 and $610)         |  | $                                               | 422,849     |   |                                                    | $ | 1,263,358   |  
|Dividendsaffiliated issuers                                    |  |                                                 | 37,526      |   |                                                    |   | 136,917     |  
|Securities lending income                                       |  |                                                 | 201,426     |   |                                                    |   | 597,561     |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|Total investment income                                         |  |                                                 | 661,801     |   |                                                    |   | 1,997,836   |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Expenses                                                        |  |                                                 |             |   |                                                    |   |             |  
|Investment advisory fee                                         |  |                                                 | 410,900     |   |                                                    |   | 1,267,050   |  
|State Street Bank and Trust Companyprogram fee                 |  |                                                 | 195,325     |   |                                                    |   | 582,831     |  
|Trustee, management and administration fees                     |  |                                                 | 56,369      |   |                                                    |   | 166,769     |  
|ABA Retirement Fundsprogram fee                                |  |                                                 | 25,346      |   |                                                    |   | 76,270      |  
|Legal and audit fees                                            |  |                                                 | 13,639      |   |                                                    |   | 40,714      |  
|Compliance consultant fees                                      |  |                                                 | 12,304      |   |                                                    |   | 37,173      |  
|Reports to unitholders                                          |  |                                                 | 6,628       |   |                                                    |   | 20,024      |  
|Registration fees                                               |  |                                                 | 1,782       |   |                                                    |   | 5,384       |  
|Other fees                                                      |  |                                                 | 8,821       |   |                                                    |   | 22,559      |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|Total expenses                                                  |  |                                                 | 731,114     |   |                                                    |   | 2,218,774   |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net investment income (loss)                                    |  |                                                 | (69,313     | ) |                                                    |   | (220,938    | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 |             |   |                                                    |   |             |  
|Net realized gain (loss) on:                                    |  |                                                 |             |   |                                                    |   |             |  
|Investments                                                     |  |                                                 | (1,314,140  | ) |                                                    |   | (10,219,278 | )
|Investmentsaffiliated issuers                                  |  |                                                 | 78,991      |   |                                                    |   | (28,364     | )
|Foreign currency transactions                                   |  |                                                 |            |   |                                                    |   | 26,793      |  
|Net increase from payments made by affiliates (see Note 3)      |  |                                                 |            |   |                                                    |   | 113,658     |  
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|Net realized gain (loss)                                        |  |                                                 | (1,235,149  | ) |                                                    |   | (10,107,191 | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Change in net unrealized appreciation (depreciation)            |  |                                                 | (12,411,923 | ) |                                                    |   | (21,984,169 | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net realized and unrealized gain (loss)                         |  |                                                 | (13,647,072 | ) |                                                    |   | (32,091,360 | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  
|                                                                |  |                                                
|Net increase (decrease) in net assets resulting from operations |  | $                                               | (13,716,385 | ) |                                                    | $ | (32,312,298 | )
|                                                                |  |                                                 |             |   |                                                    |   |             |  

The accompanying notes are an integral part of these financial statements.



34



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Small-Cap Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                            |  |                                                 |             |   |                                                    |   |             |  
|--------------------------------------------------------------------------- |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ----------- | -
|                                                                            |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|From operations                                                             |  |                                                 |             |   |                                                    |   |             |  
|Net investment income (loss)                                                |  | $                                               | (69,313     | ) |                                                    | $ | (220,938    | )
|Net realized gain (loss) from investments and foreign currency transactions |  |                                                 | (1,235,149  | ) |                                                    |   | (10,107,191 | )
|Change in net unrealized appreciation (depreciation)                        |  |                                                 | (12,411,923 | ) |                                                    |   | (21,984,169 | )
|                                                                            |  |                                                 |             |   |                                                    |   |             |  
|Net increase (decrease) in net assets resulting from operations             |  |                                                 | (13,716,385 | ) |                                                    |   | (32,312,298 | )
|                                                                            |  |                                                 |             |   |                                                    |   |             |  
|                                                                            |  |                                                
|From unitholder transactions                                                |  |                                                 |             |   |                                                    |   |             |  
|Proceeds from units issued                                                  |  |                                                 | 6,337,020   |   |                                                    |   | 28,657,613  |  
|Cost of units redeemed                                                      |  |                                                 | (13,223,509 | ) |                                                    |   | (55,322,864 | )
|                                                                            |  |                                                 |             |   |                                                    |   |             |  
|Net increase (decrease) in net assets from unitholder transactions          |  |                                                 | (6,886,489  | ) |                                                    |   | (26,665,251 | )
|                                                                            |  |                                                 |             |   |                                                    |   |             |  
|                                                                            |  |                                                
|Net increase (decrease) in net assets                                       |  |                                                 | (20,602,874 | ) |                                                    |   | (58,977,549 | )
|                                                                            |  |                                                
|Net Assets                                                                  |  |                                                 |             |   |                                                    |   |             |  
|Beginning of period                                                         |  |                                                 | 228,113,974 |   |                                                    |   | 266,488,649 |  
|                                                                            |  |                                                 |             |   |                                                    |   |             |  
|End of period                                                               |  | $                                               | 207,511,100 |   |                                                    | $ | 207,511,100 |  
|                                                                            |  |                                                 |             |   |                                                    |   |             |  
|                                                                            |  |                                                
|Number of units                                                             |  |                                                 |             |   |                                                    |   |             |  
|Outstanding-beginning of period                                             |  |                                                 | 3,319,317   |   |                                                    |   | 3,607,118   |  
|Issued                                                                      |  |                                                 | 91,893      |   |                                                    |   | 423,439     |  
|Redeemed                                                                    |  |                                                 | (192,560    | ) |                                                    |   | (811,907    | )
|                                                                            |  |                                                 |             |   |                                                    |   |             |  
|Outstanding-end of period                                                   |  |                                                 | 3,218,650   |   |                                                    |   | 3,218,650   |  
|                                                                            |  |                                                 |             |   |                                                    |   |             |  

The accompanying notes are an integral part of these financial statements.



35



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Small-Cap Equity Fund

Financial Highlights

Unaudited

(For a unit outstanding throughout the period)



|                                                             |  |                                                 |         |    |                                                    |   |         |      
|------------------------------------------------------------ |  | ----------------------------------------------- | ------- | -- | -------------------------------------------------- | - | ------- | -----
|                                                             |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |         |    | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                           |  | $                                               | 0.20    |    |                                                    | $ | 0.59    |      
|Expenses()                                                |  |                                                 | (0.22   | )  |                                                    |   | (0.65   | )    
|                                                             |  |                                                 |         |    |                                                    |   |         |      
|Net investment income (loss)                                 |  |                                                 | (0.02   | )  |                                                    |   | (0.06   | )    
|Net realized and unrealized gain (loss)                      |  |                                                 | (4.23   | )  |                                                    |   | (9.35   | )    
|                                                             |  |                                                 |         |    |                                                    |   |         |      
|Net increase (decrease) in unit value                        |  |                                                 | (4.25   | )  |                                                    |   | (9.41   | )    
|Net asset value at beginning of period                       |  |                                                 | 68.72   |    |                                                    |   | 73.88   |      
|                                                             |  |                                                 |         |    |                                                    |   |         |      
|Net asset value at end of period                             |  | $                                               | 64.47   |    |                                                    | $ | 64.47   |      
|                                                             |  |                                                 |         |    |                                                    |   |         |      
|                                                             |  |                                                
|Ratios/Supplemental Data:                                    |  |                                                 |         |    |                                                    |   |         |      
|Ratio of expenses to average net assets*                   |  |                                                 | 1.28    | %  |                                                    |   | 1.27    | %    
|Ratio of net investment income (loss) to average net assets* |  |                                                 | (0.12   | )% |                                                    |   | (0.13   | )%   
|Portfolio turnover**                                      |  |                                                 | 26      | %  |                                                    |   | 82      | %    
|Total return**                                               |  |                                                 | (6.18   | )% |                                                    |   | (12.74  | )%(a)
|Net assets at end of period (in thousands)                   |  | $                                               | 207,511 |    |                                                    | $ | 207,511 |      



|* | Annualized.
|- | -----------

|** | Not annualized.
|-- | ---------------

| | Calculations prepared using the daily average number of units outstanding during the period.
|- | --------------------------------------------------------------------------------------------

| | Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds in which the Fund invests a portion of
its assets.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With respect to a portion of the Funds assets invested in a collective investment fund, portfolio turnover reflects purchases and sales of such collective investment fund,
rather than portfolio turnover of the underlying portfolio of such collective investment fund.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) | Includes a reimbursement from the Advisor for $113,658 for losses on certain operation errors during the second quarter. Excluding this reimbursement, total return would have been
0.04% lower for the period from January 1, 2008 to September 30, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these
financial statements.



36



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Stable Asset Return Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                          |  |                    |            
|----------------------------------------------------------------------------------------- |  | ------------------ | -----------
|                                                                                          |  | September 30, 2008
|Assets                                                                                    |  |                    |            
|American Bar Association Members/State Street Collective Trust investment fund, at value: |  |                    |            
|Stable Asset Fund Trust (cost $942,568,259 and units of 942,568,259)                      |  | $                  | 917,606,914
|Receivable for fund units sold                                                            |  |                    | 6,628,947  
|                                                                                          |  |                    |            
|Total assets                                                                              |  |                    | 924,235,861
|                                                                                          |  |                    |            
|Liabilities                                                                               |  |                    |            
|Payable for fund units redeemed                                                           |  |                    | 4,890,310  
|State Street Bank and Trust Companyprogram fee payable                                   |  |                    | 266,444    
|Trustee, management and administration fees payable                                       |  |                    | 76,580     
|ABA Retirement Fundsprogram fee payable                                                  |  |                    | 35,239     
|Other accruals                                                                            |  |                    | 207,267    
|                                                                                          |  |                    |            
|Total liabilities                                                                         |  |                    | 5,475,840  
|                                                                                          |  |                    |            
|Net Assets at fair value                                                                  |  |                    | 918,760,021
|                                                                                          |  |                    |            
|Adjustment from fair value to contract value for fully benefit responsive contracts       |  |                    | 24,961,345 
|                                                                                          |  |                    |            
|                                                                                          | 
|Net Assets(equivalent to $34.25 per unit based on 27,555,481 units outstanding)           |  | $                  | 943,721,366
|                                                                                          |  |                    |            

The accompanying notes are an integral part of these financial statements.



37



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Stable Asset Return Fund

Statement of Operations

Unaudited



|                                                                |  |                                                 |           |                                                    |   |           
|--------------------------------------------------------------- |  | ----------------------------------------------- | --------- | -------------------------------------------------- | - | ----------
|                                                                |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |           | For the periodJanuary 1, 2008 toSeptember 30, 2008
|Investment income                                               |  | $                                               | 9,840,892 |                                                    | $ | 30,130,112
|                                                                |  |                                                 |           |                                                    |   |           
|Expenses                                                        |  |                                                 |           |                                                    |   |           
|State Street Bank and Trust Companyprogram fee                 |  |                                                 | 793,303   |                                                    |   | 2,275,515 
|Trustee, management and administration fees                     |  |                                                 | 228,819   |                                                    |   | 651,379   
|ABA Retirement Fundsprogram fee                                |  |                                                 | 102,939   |                                                    |   | 297,845   
|Legal and audit fees                                            |  |                                                 | 55,376    |                                                    |   | 159,032   
|Compliance consultant fees                                      |  |                                                 | 49,956    |                                                    |   | 145,169   
|Reports to unitholders                                          |  |                                                 | 26,910    |                                                    |   | 78,199    
|Registration fees                                               |  |                                                 | 7,234     |                                                    |   | 21,021    
|Other fees                                                      |  |                                                 | 35,818    |                                                    |   | 88,409    
|                                                                |  |                                                 |           |                                                    |   |           
|Total expenses                                                  |  |                                                 | 1,300,355 |                                                    |   | 3,716,569 
|                                                                |  |                                                 |           |                                                    |   |           
|Net increase (decrease) in net assets resulting from operations |  | $                                               | 8,540,537 |                                                    | $ | 26,413,543
|                                                                |  |                                                 |           |                                                    |   |           

The accompanying notes are an integral part of these financial statements.



38



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Stable Asset Return Fund

Statement of Changes in Net Assets

Unaudited



|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|------------------------------------------------------------------ |  | ----------------------------------------------- | ----------- | - | -------------------------------------------------- | - | ------------ | -
|                                                                   |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |             |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|From operations                                                    |  |                                                 |             |   |                                                    |   |              |  
|Net investment income (loss)                                       |  | $                                               | 8,540,537   |   |                                                    | $ | 26,413,543   |  
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|Net increase (decrease) in net assets resulting from operations    |  |                                                 | 8,540,537   |   |                                                    |   | 26,413,543   |  
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|                                                                   |  |                                                
|From unitholder transactions                                       |  |                                                 |             |   |                                                    |   |              |  
|Proceeds from units issued                                         |  |                                                 | 85,457,223  |   |                                                    |   | 293,488,941  |  
|Cost of units redeemed                                             |  |                                                 | (62,618,335 | ) |                                                    |   | (254,522,658 | )
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|Net increase (decrease) in net assets from unitholder transactions |  |                                                 | 22,838,888  |   |                                                    |   | 38,966,283   |  
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|                                                                   |  |                                                
|Net increase (decrease) in net assets                              |  |                                                 | 31,379,425  |   |                                                    |   | 65,379,826   |  
|                                                                   |  |                                                
|Net Assets                                                         |  |                                                 |             |   |                                                    |   |              |  
|Beginning of period                                                |  |                                                 | 912,341,941 |   |                                                    |   | 878,341,540  |  
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|End of period                                                      |  | $                                               | 943,721,366 |   |                                                    | $ | 943,721,366  |  
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|                                                                   |  |                                                
|Number of units                                                    |  |                                                 |             |   |                                                    |   |              |  
|Outstanding-beginning of period                                    |  |                                                 | 26,887,010  |   |                                                    |   | 26,400,288   |  
|Issued                                                             |  |                                                 | 2,504,678   |   |                                                    |   | 8,702,585    |  
|Redeemed                                                           |  |                                                 | (1,836,207  | ) |                                                    |   | (7,547,392   | )
|                                                                   |  |                                                 |             |   |                                                    |   |              |  
|Outstanding-end of period                                          |  |                                                 | 27,555,481  |   |                                                    |   | 27,555,481   |  
|                                                                   |  |                                                 |             |   |                                                    |   |              |  

The accompanying notes are an integral part of these financial statements.



39



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Stable Asset Return Fund

Financial Highlights

Unaudited

(For a unit outstanding throughout the period)



|                                                             |  |                                                 |         |   |                                                    |   |         |  
|------------------------------------------------------------ |  | ----------------------------------------------- | ------- | - | -------------------------------------------------- | - | ------- | -
|                                                             |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |         |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                           |  | $                                               | 0.37    |   |                                                    | $ | 1.12    |  
|Expenses()                                                |  |                                                 | (0.05   | ) |                                                    |   | (0.14   | )
|                                                             |  |                                                 |         |   |                                                    |   |         |  
|Net investment income (loss)                                 |  |                                                 | 0.32    |   |                                                    |   | 0.98    |  
|                                                             |  |                                                 |         |   |                                                    |   |         |  
|Net increase (decrease) in unit value                        |  |                                                 | 0.32    |   |                                                    |   | 0.98    |  
|Net asset value at beginning of period                       |  |                                                 | 33.93   |   |                                                    |   | 33.27   |  
|                                                             |  |                                                 |         |   |                                                    |   |         |  
|Net asset value at end of period                             |  | $                                               | 34.25   |   |                                                    | $ | 34.25   |  
|                                                             |  |                                                 |         |   |                                                    |   |         |  
|                                                             |  |                                                
|Ratios/Supplemental Data:                                    |  |                                                 |         |   |                                                    |   |         |  
|Ratio of expenses to average net assets*                   |  |                                                 | 0.56    | % |                                                    |   | 0.54    | %
|Ratio of net investment income (loss) to average net assets* |  |                                                 | 3.68    | % |                                                    |   | 3.87    | %
|Total return**                                               |  |                                                 | 0.94    | % |                                                    |   | 2.95    | %
|Net assets at end of period (in thousands)                   |  | $                                               | 943,721 |   |                                                    | $ | 943,721 |  



|* | Annualized.
|- | -----------

|** | Not annualized.
|-- | ---------------

| | Calculations prepared using the daily average number of units outstanding during the period.
|- | --------------------------------------------------------------------------------------------

| | Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds in which the Fund invests a portion of
its assets.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.



40



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Lifetime Income Retirement Date Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                                                                           |  |                    |           
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | ----------
|                                                                                                                                           |  | September 30, 2008
|Assets                                                                                                                                     |  |                    |           
|Investments in affiliated fund, at value:                                                                                                  |  |                    |           
|State Street Bank and Trust CompanySSGA Target Retirement Income Securities Lending Series Fund (cost $33,001,249 and units of
2,839,443) |  | $                  | 31,801,767
|Receivable for investments sold                                                                                                            |  |                    | 585,211   
|Receivable for fund units sold                                                                                                             |  |                    | 66,984    
|                                                                                                                                           |  |                    |           
|Total assets                                                                                                                               |  |                    | 32,453,962
|                                                                                                                                           |  |                    |           
|Liabilities                                                                                                                                |  |                    |           
|Payable for fund units redeemed                                                                                                            |  |                    | 652,195   
|Retirement Date Fund management fee payable                                                                                                |  |                    | 2,671     
|State Street Bank and Trust Companyprogram fee payable                                                                                    |  |                    | 9,423     
|Trustee, management and administration fees payable                                                                                        |  |                    | 2,683     
|ABA Retirement Fundsprogram fee payable                                                                                                   |  |                    | 1,236     
|Other accruals                                                                                                                             |  |                    | 6,634     
|                                                                                                                                           |  |                    |           
|Total liabilities                                                                                                                          |  |                    | 674,842   
|                                                                                                                                           |  |                    |           
|                                                                                                                                           | 
|Net Assets (equivalent to $10.38 per unit based on 3,061,733 units outstanding)                                                            |  | $                  | 31,779,120
|                                                                                                                                           |  |                    |           

The accompanying notes are an integral part of these financial statements.



41



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Lifetime Income Retirement Date Fund

Statement of Operations

Unaudited



|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|------------------------------------------------------------------------- |  | ----------------------------------------------- | ---------- | - | -------------------------------------------------- | - | ---------- | -
|                                                                          |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |            |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                                         |  | $                                               |           |   |                                                    | $ |           |  
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|                                                                          |  |                                                
|Expenses                                                                  |  |                                                 |            |   |                                                    |   |            |  
|State Street Bank and Trust Companyprogram fee                           |  |                                                 | 28,218     |   |                                                    |   | 74,507     |  
|Retirement Date Fund management fee                                       |  |                                                 | 8,250      |   |                                                    |   | 22,348     |  
|Trustee, management and administration fees                               |  |                                                 | 8,141      |   |                                                    |   | 21,347     |  
|ABA Retirement Fundsprogram fee                                          |  |                                                 | 3,662      |   |                                                    |   | 9,742      |  
|Legal and audit fees                                                      |  |                                                 | 1,970      |   |                                                    |   | 5,210      |  
|Compliance consultant fees                                                |  |                                                 | 1,777      |   |                                                    |   | 4,753      |  
|Reports to unitholders                                                    |  |                                                 | 957        |   |                                                    |   | 2,560      |  
|Registration fees                                                         |  |                                                 | 257        |   |                                                    |   | 688        |  
|Other fees                                                                |  |                                                 | 1,275      |   |                                                    |   | 2,917      |  
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|Total expenses                                                            |  |                                                 | 54,507     |   |                                                    |   | 144,072    |  
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|                                                                          |  |                                                
|Net investment income (loss)                                              |  |                                                 | (54,507    | ) |                                                    |   | (144,072   | )
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|                                                                          |  |                                                
|Net realized and unrealized gain (loss) on investments in affiliated fund |  |                                                 |            |   |                                                    |   |            |  
|Net realized gain (loss)                                                  |  |                                                 | 64,969     |   |                                                    |   | 428,941    |  
|                                                                          |  |                                                
|Change in net unrealized appreciation (depreciation)                      |  |                                                 | (1,384,953 | ) |                                                    |   | (2,222,914 | )
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|                                                                          |  |                                                
|Net realized and unrealized gain (loss)                                   |  |                                                 | (1,319,984 | ) |                                                    |   | (1,793,973 | )
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|                                                                          |  |                                                
|Net increase (decrease) in net assets resulting from operations           |  | $                                               | (1,374,491 | ) |                                                    | $ | (1,938,045 | )
|                                                                          |  |                                                 |            |   |                                                    |   |            |  

The accompanying notes are an integral part of these financial statements.



42



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Lifetime Income Retirement Date Fund

Statement of Changes in Net Assets

Unaudited



|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|------------------------------------------------------------------ |  | ----------------------------------------------- | ---------- | - | -------------------------------------------------- | - | ---------- | -
|                                                                   |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |            |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|From operations                                                    |  |                                                 |            |   |                                                    |   |            |  
|Net investment income (loss)                                       |  | $                                               | (54,507    | ) |                                                    | $ | (144,072   | )
|Net realized gain (loss)                                           |  |                                                 | 64,969     |   |                                                    |   | 428,941    |  
|Change in net unrealized appreciation (depreciation)               |  |                                                 | (1,384,953 | ) |                                                    |   | (2,222,914 | )
|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|Net increase (decrease) in net assets resulting from operations    |  |                                                 | (1,374,491 | ) |                                                    |   | (1,938,045 | )
|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|                                                                   |  |                                                
|From unitholder transactions                                       |  |                                                 |            |   |                                                    |   |            |  
|Proceeds from units issued                                         |  |                                                 | 1,972,165  |   |                                                    |   | 21,322,086 |  
|Cost of units redeemed                                             |  |                                                 | (2,253,640 | ) |                                                    |   | (6,210,559 | )
|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|Net increase (decrease) in net assets from unitholder transactions |  |                                                 | (281,475   | ) |                                                    |   | 15,111,527 |  
|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|                                                                   |  |                                                
|Net increase (decrease) in net assets                              |  |                                                 | (1,655,966 | ) |                                                    |   | 13,173,482 |  
|                                                                   |  |                                                
|Net Assets                                                         |  |                                                 |            |   |                                                    |   |            |  
|Beginning of period                                                |  |                                                 | 33,435,086 |   |                                                    |   | 18,605,638 |  
|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|End of period                                                      |  | $                                               | 31,779,120 |   |                                                    | $ | 31,779,120 |  
|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|                                                                   |  |                                                
|Number of units                                                    |  |                                                 |            |   |                                                    |   |            |  
|Outstanding-beginning of period                                    |  |                                                 | 3,088,211  |   |                                                    |   | 1,676,159  |  
|Issued                                                             |  |                                                 | 185,353    |   |                                                    |   | 1,959,473  |  
|Redeemed                                                           |  |                                                 | (211,831   | ) |                                                    |   | (573,899   | )
|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|Outstanding-end of period                                          |  |                                                 | 3,061,733  |   |                                                    |   | 3,061,733  |  
|                                                                   |  |                                                 |            |   |                                                    |   |            |  

The accompanying notes are an integral part of these financial statements.



43



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

Lifetime Income Retirement Date Fund

Financial Highlights

Unaudited

(For a unit outstanding throughout the period)



|                                                             |  |                                                 |        |    |                                                    |   |        |   
|------------------------------------------------------------ |  | ----------------------------------------------- | ------ | -- | -------------------------------------------------- | - | ------ | --
|                                                             |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |        |    | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                           |  | $                                               |       |    |                                                    | $ |       |   
|Expenses()                                                |  |                                                 | (0.02  | )  |                                                    |   | (0.05  | ) 
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net investment income (loss)                                 |  |                                                 | (0.02  | )  |                                                    |   | (0.05  | ) 
|Net realized and unrealized gain (loss)                      |  |                                                 | (0.43  | )  |                                                    |   | (0.67  | ) 
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net increase (decrease) in unit value                        |  |                                                 | (0.45  | )  |                                                    |   | (0.72  | ) 
|Net asset value at beginning of period                       |  |                                                 | 10.83  |    |                                                    |   | 11.10  |   
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net asset value at end of period                             |  | $                                               | 10.38  |    |                                                    | $ | 10.38  |   
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|                                                             |  |                                                
|Ratios/Supplemental Data:                                    |  |                                                 |        |    |                                                    |   |        |   
|Ratio of expenses to average net assets*                   |  |                                                 | 0.66   | %  |                                                    |   | 0.64   | % 
|Ratio of net investment income (loss) to average net assets* |  |                                                 | (0.66  | )% |                                                    |   | (0.64  | )%
|Portfolio turnover**                                      |  |                                                 | 5      | %  |                                                    |   | 23     | % 
|Total return**                                               |  |                                                 | (4.16  | )% |                                                    |   | (6.49  | )%
|Net assets at end of period (in thousands)                   |  | $                                               | 31,779 |    |                                                    | $ | 31,779 |   



|* | Annualized.
|- | -----------

|** | Not annualized.
|-- | ---------------

| | Calculations prepared using the daily average number of units outstanding during the period.
|- | --------------------------------------------------------------------------------------------

| | Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds in which the Fund invests a portion of
its assets.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With respect to a portion of the Funds assets invested in a collective investment fund, portfolio turnover reflects purchases and sales of such collective investment fund,
rather than portfolio turnover of the underlying portfolio of such collective investment fund.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an
integral part of these financial statements.



44



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

2010 Retirement Date Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                                                                         |  |                    |           
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------
|                                                                                                                                         |  | September 30, 2008
|Assets                                                                                                                                   |  |                    |           
|Investments in affiliated fund, at value:                                                                                                |  |                    |           
|State Street Bank and Trust CompanySSGA Target Retirement 2010 Securities Lending Series Fund (cost $58,068,288 and units of 4,855,995) |  | $                  | 54,081,218
|Receivable for investments sold                                                                                                          |  |                    | 1,310,016 
|Receivable for fund units sold                                                                                                           |  |                    | 46,184    
|                                                                                                                                         |  |                    |           
|Total assets                                                                                                                             |  |                    | 55,437,418
|                                                                                                                                         |  |                    |           
|Liabilities                                                                                                                              |  |                    |           
|Payable for fund units redeemed                                                                                                          |  |                    | 1,356,199 
|Retirement Date Fund management fee payable                                                                                              |  |                    | 4,639     
|State Street Bank and Trust Companyprogram fee payable                                                                                  |  |                    | 16,359    
|Trustee, management and administration fees payable                                                                                      |  |                    | 4,660     
|ABA Retirement Fundsprogram fee payable                                                                                                 |  |                    | 2,146     
|Other accruals                                                                                                                           |  |                    | 11,620    
|                                                                                                                                         |  |                    |           
|Total liabilities                                                                                                                        |  |                    | 1,395,623 
|                                                                                                                                         |  |                    |           
|                                                                                                                                         | 
|Net Assets (equivalent to $12.18 per unit based on 4,435,161 units outstanding)                                                          |  | $                  | 54,041,795
|                                                                                                                                         |  |                    |           

The accompanying notes are an integral part of these financial statements.



45



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

2010 Retirement Date Fund

Statement of Operations

Unaudited



|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|------------------------------------------------------------------------- |  | ----------------------------------------------- | ---------- | - | -------------------------------------------------- | - | ---------- | -
|                                                                          |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |            |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                                         |  | $                                               |           |   |                                                    | $ |           |  
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|                                                                          |  |                                                
|Expenses                                                                  |  |                                                 |            |   |                                                    |   |            |  
|State Street Bank and Trust Companyprogram fee                           |  |                                                 | 48,954     |   |                                                    |   | 133,615    |  
|Retirement Date Fund management fee                                       |  |                                                 | 14,315     |   |                                                    |   | 40,110     |  
|Trustee, management and administration fees                               |  |                                                 | 14,125     |   |                                                    |   | 38,282     |  
|ABA Retirement Fundsprogram fee                                          |  |                                                 | 6,353      |   |                                                    |   | 17,475     |  
|Legal and audit fees                                                      |  |                                                 | 3,418      |   |                                                    |   | 9,343      |  
|Compliance consultant fees                                                |  |                                                 | 3,083      |   |                                                    |   | 8,525      |  
|Reports to unitholders                                                    |  |                                                 | 1,661      |   |                                                    |   | 4,592      |  
|Registration fees                                                         |  |                                                 | 447        |   |                                                    |   | 1,235      |  
|Other fees                                                                |  |                                                 | 2,210      |   |                                                    |   | 5,217      |  
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|Total expenses                                                            |  |                                                 | 94,566     |   |                                                    |   | 258,394    |  
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|                                                                          |  |                                                
|Net investment income (loss)                                              |  |                                                 | (94,566    | ) |                                                    |   | (258,394   | )
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|                                                                          |  |                                                
|Net realized and unrealized gain (loss) on investments in affiliated fund |  |                                                 |            |   |                                                    |   |            |  
|Net realized gain (loss)                                                  |  |                                                 | (40,227    | ) |                                                    |   | 472,770    |  
|                                                                          |  |                                                
|Change in net unrealized appreciation (depreciation)                      |  |                                                 | (3,062,067 | ) |                                                    |   | (5,622,204 | )
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|                                                                          |  |                                                
|Net realized and unrealized gain (loss)                                   |  |                                                 | (3,102,294 | ) |                                                    |   | (5,149,434 | )
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|Net increase (decrease) in net assets resulting from operations           |  | $                                               | (3,196,860 | ) |                                                    | $ | (5,407,828 | )
|                                                                          |  |                                                 |            |   |                                                    |   |            |  

The accompanying notes are an integral part of these financial statements.



46



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

2010 Retirement Date Fund

Statement of Changes in Net Assets

Unaudited



|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|------------------------------------------------------------------ |  | ----------------------------------------------- | ---------- | - | -------------------------------------------------- | - | ----------- | -
|                                                                   |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |            |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|From operations                                                    |  |                                                 |            |   |                                                    |   |             |  
|Net investment income (loss)                                       |  | $                                               | (94,566    | ) |                                                    | $ | (258,394    | )
|Net realized gain (loss)                                           |  |                                                 | (40,227    | ) |                                                    |   | 472,770     |  
|Change in net unrealized appreciation (depreciation)               |  |                                                 | (3,062,067 | ) |                                                    |   | (5,622,204  | )
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|Net increase (decrease) in net assets resulting from operations    |  |                                                 | (3,196,860 | ) |                                                    |   | (5,407,828  | )
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|                                                                   |  |                                                
|From unitholder transactions                                       |  |                                                 |            |   |                                                    |   |             |  
|Proceeds from units issued                                         |  |                                                 | 4,129,471  |   |                                                    |   | 36,934,742  |  
|Cost of units redeemed                                             |  |                                                 | (4,591,103 | ) |                                                    |   | (15,584,382 | )
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|Net increase (decrease) in net assets from unitholder transactions |  |                                                 | (461,632   | ) |                                                    |   | 21,350,360  |  
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|                                                                   |  |                                                
|Net increase (decrease) in net assets                              |  |                                                 | (3,658,492 | ) |                                                    |   | 15,942,532  |  
|                                                                   |  |                                                
|Net Assets                                                         |  |                                                 |            |   |                                                    |   |             |  
|Beginning of period                                                |  |                                                 | 57,700,287 |   |                                                    |   | 38,099,263  |  
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|End of period                                                      |  | $                                               | 54,041,795 |   |                                                    | $ | 54,041,795  |  
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|                                                                   |  |                                                
|Number of units                                                    |  |                                                 |            |   |                                                    |   |             |  
|Outstanding-beginning of period                                    |  |                                                 | 4,475,101  |   |                                                    |   | 2,807,869   |  
|Issued                                                             |  |                                                 | 327,003    |   |                                                    |   | 2,825,305   |  
|Redeemed                                                           |  |                                                 | (366,943   | ) |                                                    |   | (1,198,013  | )
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|Outstanding-end of period                                          |  |                                                 | 4,435,161  |   |                                                    |   | 4,435,161   |  
|                                                                   |  |                                                 |            |   |                                                    |   |             |  

The accompanying notes are an integral part of these financial statements.



47



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

2010 Retirement Date Fund

Financial Highlights

Unaudited

(For a unit outstanding throughout the period)



|                                                             |  |                                                 |        |    |                                                    |   |        |   
|------------------------------------------------------------ |  | ----------------------------------------------- | ------ | -- | -------------------------------------------------- | - | ------ | --
|                                                             |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |        |    | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                           |  | $                                               |       |    |                                                    | $ |       |   
|Expenses()                                                |  |                                                 | (0.02  | )  |                                                    |   | (0.06  | ) 
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net investment income (loss)                                 |  |                                                 | (0.02  | )  |                                                    |   | (0.06  | ) 
|Net realized and unrealized gain (loss)                      |  |                                                 | (0.69  | )  |                                                    |   | (1.33  | ) 
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net increase (decrease) in unit value                        |  |                                                 | (0.71  | )  |                                                    |   | (1.39  | ) 
|Net asset value at beginning of period                       |  |                                                 | 12.89  |    |                                                    |   | 13.57  |   
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net asset value at end of period                             |  | $                                               | 12.18  |    |                                                    | $ | 12.18  |   
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|                                                             |  |                                                
|Ratios/Supplemental Data:                                    |  |                                                 |        |    |                                                    |   |        |   
|Ratio of expenses to average net assets*                   |  |                                                 | 0.66   | %  |                                                    |   | 0.64   | % 
|Ratio of net investment income (loss) to average net assets* |  |                                                 | (0.66  | )% |                                                    |   | (0.64  | )%
|Portfolio turnover**                                      |  |                                                 | 5      | %  |                                                    |   | 20     | % 
|Total return**                                               |  |                                                 | (5.51  | )% |                                                    |   | (10.24 | )%
|Net assets at end of period (in thousands)                   |  | $                                               | 54,042 |    |                                                    | $ | 54,042 |   



|* | Annualized.
|- | -----------

|** | Not annualized.
|-- | ---------------

| | Calculations prepared using the daily average number of units outstanding during the period.
|- | --------------------------------------------------------------------------------------------

| | Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds in which the Fund invests a portion of
its assets.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With respect to a portion of the Funds assets invested in a collective investment fund, portfolio turnover reflects purchases and sales of such collective investment fund,
rather than portfolio turnover of the underlying portfolio of such collective investment fund.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an
integral part of these financial statements.



48



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

2020 Retirement Date Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                                                                         |  |                    |           
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------
|                                                                                                                                         |  | September 30, 2008
|Assets                                                                                                                                   |  |                    |           
|Investments in affiliated fund, at value:                                                                                                |  |                    |           
|State Street Bank and Trust CompanySSGA Target Retirement 2020 Securities Lending Series Fund (cost $99,171,884 and units of 8,019,624) |  | $                  | 89,474,946
|Receivable for investments sold                                                                                                          |  |                    | 280,856   
|Receivable for fund units sold                                                                                                           |  |                    | 176,783   
|                                                                                                                                         |  |                    |           
|Total assets                                                                                                                             |  |                    | 89,932,585
|                                                                                                                                         |  |                    |           
|Liabilities                                                                                                                              |  |                    |           
|Payable for fund units redeemed                                                                                                          |  |                    | 457,639   
|Retirement Date Fund management fee payable                                                                                              |  |                    | 7,636     
|State Street Bank and Trust Companyprogram fee payable                                                                                  |  |                    | 26,950    
|Trustee, management and administration fees payable                                                                                      |  |                    | 7,667     
|ABA Retirement Fundsprogram fee payable                                                                                                 |  |                    | 3,531     
|Other accruals                                                                                                                           |  |                    | 18,561    
|                                                                                                                                         |  |                    |           
|Total liabilities                                                                                                                        |  |                    | 521,984   
|                                                                                                                                         |  |                    |           
|                                                                                                                                         | 
|Net Assets (equivalent to $14.00 per unit based on 6,384,640 units outstanding)                                                          |  | $                  | 89,410,601
|                                                                                                                                         |  |                    |           

The accompanying notes are an integral part of these financial statements.



49



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

2020 Retirement Date Fund

Statement of Operations

Unaudited



|                                                                          |  |                                                 |            |   |                                                    |   |             |  
|------------------------------------------------------------------------- |  | ----------------------------------------------- | ---------- | - | -------------------------------------------------- | - | ----------- | -
|                                                                          |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |            |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                                         |  | $                                               |           |   |                                                    | $ |            |  
|                                                                          |  |                                                 |            |   |                                                    |   |             |  
|                                                                          |  |                                                
|Expenses                                                                  |  |                                                 |            |   |                                                    |   |             |  
|State Street Bank and Trust Companyprogram fee                           |  |                                                 | 80,759     |   |                                                    |   | 210,502     |  
|Retirement Date Fund management fee                                       |  |                                                 | 23,616     |   |                                                    |   | 63,125      |  
|Trustee, management and administration fees                               |  |                                                 | 23,300     |   |                                                    |   | 60,294      |  
|ABA Retirement Fundsprogram fee                                          |  |                                                 | 10,479     |   |                                                    |   | 27,508      |  
|Legal and audit fees                                                      |  |                                                 | 5,638      |   |                                                    |   | 14,710      |  
|Compliance consultant fees                                                |  |                                                 | 5,086      |   |                                                    |   | 13,419      |  
|Reports to unitholders                                                    |  |                                                 | 2,740      |   |                                                    |   | 7,229       |  
|Registration fees                                                         |  |                                                 | 737        |   |                                                    |   | 1,943       |  
|Other fees                                                                |  |                                                 | 3,647      |   |                                                    |   | 8,252       |  
|                                                                          |  |                                                 |            |   |                                                    |   |             |  
|Total expenses                                                            |  |                                                 | 156,002    |   |                                                    |   | 406,982     |  
|                                                                          |  |                                                 |            |   |                                                    |   |             |  
|                                                                          |  |                                                
|Net investment income (loss)                                              |  |                                                 | (156,002   | ) |                                                    |   | (406,982    | )
|                                                                          |  |                                                 |            |   |                                                    |   |             |  
|                                                                          |  |                                                
|Net realized and unrealized gain (loss) on investments in affiliated fund |  |                                                 |            |   |                                                    |   |             |  
|Net realized gain (loss)                                                  |  |                                                 | 2,153      |   |                                                    |   | 335,010     |  
|                                                                          |  |                                                
|Change in net unrealized appreciation (depreciation)                      |  |                                                 | (7,346,687 | ) |                                                    |   | (11,977,181 | )
|                                                                          |  |                                                 |            |   |                                                    |   |             |  
|                                                                          |  |                                                
|Net realized and unrealized gain (loss)                                   |  |                                                 | (7,344,534 | ) |                                                    |   | (11,642,171 | )
|                                                                          |  |                                                 |            |   |                                                    |   |             |  
|                                                                          |  |                                                
|Net increase (decrease) in net assets resulting from operations           |  | $                                               | (7,500,536 | ) |                                                    | $ | (12,049,153 | )
|                                                                          |  |                                                 |            |   |                                                    |   |             |  

The accompanying notes are an integral part of these financial statements.



50



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

2020 Retirement Date Fund

Statement of Changes in Net Assets

Unaudited



|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|------------------------------------------------------------------ |  | ----------------------------------------------- | ---------- | - | -------------------------------------------------- | - | ----------- | -
|                                                                   |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |            |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|From operations                                                    |  |                                                 |            |   |                                                    |   |             |  
|Net investment income (loss)                                       |  | $                                               | (156,002   | ) |                                                    | $ | (406,982    | )
|Net realized gain (loss)                                           |  |                                                 | 2,153      |   |                                                    |   | 335,010     |  
|Change in net unrealized appreciation (depreciation)               |  |                                                 | (7,346,687 | ) |                                                    |   | (11,977,181 | )
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|Net increase (decrease) in net assets resulting from operations    |  |                                                 | (7,500,536 | ) |                                                    |   | (12,049,153 | )
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|                                                                   |  |                                                
|From unitholder transactions                                       |  |                                                 |            |   |                                                    |   |             |  
|Proceeds from units issued                                         |  |                                                 | 8,399,908  |   |                                                    |   | 69,304,989  |  
|Cost of units redeemed                                             |  |                                                 | (6,832,952 | ) |                                                    |   | (16,922,440 | )
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|Net increase (decrease) in net assets from unitholder transactions |  |                                                 | 1,566,956  |   |                                                    |   | 52,382,549  |  
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|                                                                   |  |                                                
|Net increase (decrease) in net assets                              |  |                                                 | (5,933,580 | ) |                                                    |   | 40,333,396  |  
|                                                                   |  |                                                
|Net Assets                                                         |  |                                                 |            |   |                                                    |   |             |  
|Beginning of period                                                |  |                                                 | 95,344,181 |   |                                                    |   | 49,077,205  |  
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|End of period                                                      |  | $                                               | 89,410,601 |   |                                                    | $ | 89,410,601  |  
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|                                                                   |  |                                                
|Number of units                                                    |  |                                                 |            |   |                                                    |   |             |  
|Outstanding-beginning of period                                    |  |                                                 | 6,283,756  |   |                                                    |   | 2,995,453   |  
|Issued                                                             |  |                                                 | 567,681    |   |                                                    |   | 4,501,770   |  
|Redeemed                                                           |  |                                                 | (466,797   | ) |                                                    |   | (1,112,583  | )
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|Outstanding-end of period                                          |  |                                                 | 6,384,640  |   |                                                    |   | 6,384,640   |  
|                                                                   |  |                                                 |            |   |                                                    |   |             |  

The accompanying notes are an integral part of these financial statements.



51



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

2020 Retirement Date Fund

Financial Highlights

Unaudited

(For a unit outstanding throughout the period)



|                                                             |  |                                                 |        |    |                                                    |   |        |   
|------------------------------------------------------------ |  | ----------------------------------------------- | ------ | -- | -------------------------------------------------- | - | ------ | --
|                                                             |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |        |    | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                           |  | $                                               |       |    |                                                    | $ |       |   
|Expenses()                                                |  |                                                 | (0.02  | )  |                                                    |   | (0.07  | ) 
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net investment income (loss)                                 |  |                                                 | (0.02  | )  |                                                    |   | (0.07  | ) 
|Net realized and unrealized gain (loss)                      |  |                                                 | (1.15  | )  |                                                    |   | (2.31  | ) 
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net increase (decrease) in unit value                        |  |                                                 | (1.17  | )  |                                                    |   | (2.38  | ) 
|Net asset value at beginning of period                       |  |                                                 | 15.17  |    |                                                    |   | 16.38  |   
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net asset value at end of period                             |  | $                                               | 14.00  |    |                                                    | $ | 14.00  |   
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|                                                             |  |                                                
|Ratios/Supplemental Data:                                    |  |                                                 |        |    |                                                    |   |        |   
|Ratio of expenses to average net assets*                   |  |                                                 | 0.66   | %  |                                                    |   | 0.64   | % 
|Ratio of net investment income (loss) to average net assets* |  |                                                 | (0.66  | )% |                                                    |   | (0.64  | )%
|Portfolio turnover**                                      |  |                                                 | 5      | %  |                                                    |   | 10     | % 
|Total return**                                               |  |                                                 | (7.71  | )% |                                                    |   | (14.53 | )%
|Net assets at end of period (in thousands)                   |  | $                                               | 89,411 |    |                                                    | $ | 89,411 |   



|* | Annualized.
|- | -----------

|** | Not annualized.
|-- | ---------------

| | Calculations prepared using the daily average number of units outstanding during the period.
|- | --------------------------------------------------------------------------------------------

| | Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds in which the Fund invests a portion of
its assets.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With respect to a portion of the Funds assets invested in a collective investment fund, portfolio turnover reflects purchases and sales of such collective investment fund,
rather than portfolio turnover of the underlying portfolio of such collective investment fund.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an
integral part of these financial statements.



52



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

2030 Retirement Date Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                                                                         |  |                    |           
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------
|                                                                                                                                         |  | September 30, 2008
|Assets                                                                                                                                   |  |                    |           
|Investments in affiliated fund, at value:                                                                                                |  |                    |           
|State Street Bank and Trust CompanySSGA Target Retirement 2030 Securities Lending Series Fund (cost $70,893,091 and units of 5,578,205) |  | $                  | 62,157,936
|Receivable for investments sold                                                                                                          |  |                    | 32,210    
|Receivable for fund units sold                                                                                                           |  |                    | 68,361    
|                                                                                                                                         |  |                    |           
|Total assets                                                                                                                             |  |                    | 62,258,507
|                                                                                                                                         |  |                    |           
|Liabilities                                                                                                                              |  |                    |           
|Payable for fund units redeemed                                                                                                          |  |                    | 100,571   
|Retirement Date Fund management fee payable                                                                                              |  |                    | 5,416     
|State Street Bank and Trust Companyprogram fee payable                                                                                  |  |                    | 19,098    
|Trustee, management and administration fees payable                                                                                      |  |                    | 5,439     
|ABA Retirement Fundsprogram fee payable                                                                                                 |  |                    | 2,504     
|Other accruals                                                                                                                           |  |                    | 13,602    
|                                                                                                                                         |  |                    |           
|Total liabilities                                                                                                                        |  |                    | 146,630   
|                                                                                                                                         |  |                    |           
|                                                                                                                                         | 
|Net Assets (equivalent to $15.74 per unit based on 3,945,905 units outstanding)                                                          |  | $                  | 62,111,877
|                                                                                                                                         |  |                    |           

The accompanying notes are an integral part of these financial statements.



53



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

2030 Retirement Date Fund

Statement of Operations

Unaudited



|                                                                          |  |                                                 |            |   |                                                    |   |             |  
|------------------------------------------------------------------------- |  | ----------------------------------------------- | ---------- | - | -------------------------------------------------- | - | ----------- | -
|                                                                          |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |            |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                                         |  | $                                               |           |   |                                                    | $ |            |  
|                                                                          |  |                                                 |            |   |                                                    |   |             |  
|                                                                          |  |                                                
|Expenses                                                                  |  |                                                 |            |   |                                                    |   |             |  
|State Street Bank and Trust Companyprogram fee                           |  |                                                 | 57,985     |   |                                                    |   | 155,230     |  
|Retirement Date Fund management fee                                       |  |                                                 | 16,963     |   |                                                    |   | 46,561      |  
|Trustee, management and administration fees                               |  |                                                 | 16,733     |   |                                                    |   | 44,446      |  
|ABA Retirement Fundsprogram fee                                          |  |                                                 | 7,524      |   |                                                    |   | 20,288      |  
|Legal and audit fees                                                      |  |                                                 | 4,049      |   |                                                    |   | 10,845      |  
|Compliance consultant fees                                                |  |                                                 | 3,653      |   |                                                    |   | 9,895       |  
|Reports to unitholders                                                    |  |                                                 | 1,968      |   |                                                    |   | 5,330       |  
|Registration fees                                                         |  |                                                 | 529        |   |                                                    |   | 1,433       |  
|Other fees                                                                |  |                                                 | 2,618      |   |                                                    |   | 6,067       |  
|                                                                          |  |                                                 |            |   |                                                    |   |             |  
|Total expenses                                                            |  |                                                 | 112,022    |   |                                                    |   | 300,095     |  
|                                                                          |  |                                                 |            |   |                                                    |   |             |  
|                                                                          |  |                                                
|Net investment income (loss)                                              |  |                                                 | (112,022   | ) |                                                    |   | (300,095    | )
|                                                                          |  |                                                 |            |   |                                                    |   |             |  
|                                                                          |  |                                                
|Net realized and unrealized gain (loss) on investments in affiliated fund |  |                                                 |            |   |                                                    |   |             |  
|Net realized gain (loss)                                                  |  |                                                 | 1,657      |   |                                                    |   | 304,303     |  
|                                                                          |  |                                                
|Change in net unrealized appreciation (depreciation)                      |  |                                                 | (6,336,742 | ) |                                                    |   | (10,868,636 | )
|                                                                          |  |                                                
|                                                                          |  |                                                 |            |   |                                                    |   |             |  
|                                                                          |  |                                                
|Net realized and unrealized gain (loss)                                   |  |                                                 | (6,335,085 | ) |                                                    |   | (10,564,333 | )
|                                                                          |  |                                                 |            |   |                                                    |   |             |  
|                                                                          |  |                                                
|Net increase (decrease) in net assets resulting from operations           |  | $                                               | (6,447,107 | ) |                                                    | $ | (10,864,428 | )
|                                                                          |  |                                                 |            |   |                                                    |   |             |  

The accompanying notes are an integral part of these financial statements.



54



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

2030 Retirement Date Fund

Statement of Changes in Net Assets

Unaudited



|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|------------------------------------------------------------------ |  | ----------------------------------------------- | ---------- | - | -------------------------------------------------- | - | ----------- | -
|                                                                   |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |            |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|From operations                                                    |  |                                                 |            |   |                                                    |   |             |  
|Net investment income (loss)                                       |  | $                                               | (112,022   | ) |                                                    | $ | (300,095    | )
|Net realized gain (loss)                                           |  |                                                 | 1,657      |   |                                                    |   | 304,303     |  
|Change in net unrealized appreciation (depreciation)               |  |                                                 | (6,336,742 | ) |                                                    |   | (10,868,636 | )
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|Net increase (decrease) in net assets resulting from operations    |  |                                                 | (6,447,107 | ) |                                                    |   | (10,864,428 | )
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|                                                                   |  |                                                
|From unitholder transactions                                       |  |                                                 |            |   |                                                    |   |             |  
|Proceeds from units issued                                         |  |                                                 | 5,776,335  |   |                                                    |   | 43,136,132  |  
|Cost of units redeemed                                             |  |                                                 | (5,759,424 | ) |                                                    |   | (14,567,019 | )
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|Net increase (decrease) in net assets from unitholder transactions |  |                                                 | 16,911     |   |                                                    |   | 28,569,113  |  
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|                                                                   |  |                                                
|Net increase (decrease) in net assets                              |  |                                                 | (6,430,196 | ) |                                                    |   | 17,704,685  |  
|                                                                   |  |                                                
|Net Assets                                                         |  |                                                 |            |   |                                                    |   |             |  
|Beginning of period                                                |  |                                                 | 68,542,073 |   |                                                    |   | 44,407,192  |  
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|End of period                                                      |  | $                                               | 62,111,877 |   |                                                    | $ | 62,111,877  |  
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|                                                                   |  |                                                
|Number of units                                                    |  |                                                 |            |   |                                                    |   |             |  
|Outstanding-beginning of period                                    |  |                                                 | 3,952,581  |   |                                                    |   | 2,334,893   |  
|Issued                                                             |  |                                                 | 342,109    |   |                                                    |   | 2,448,758   |  
|Redeemed                                                           |  |                                                 | (348,785   | ) |                                                    |   | (837,746    | )
|                                                                   |  |                                                 |            |   |                                                    |   |             |  
|Outstanding-end of period                                          |  |                                                 | 3,945,905  |   |                                                    |   | 3,945,905   |  
|                                                                   |  |                                                 |            |   |                                                    |   |             |  

The accompanying notes are an integral part of these financial statements.



55



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust

2030 Retirement Date Fund

Financial Highlights

Unaudited

(For a unit outstanding throughout the period)



|                                                             |  |                                                 |        |    |                                                    |   |        |   
|------------------------------------------------------------ |  | ----------------------------------------------- | ------ | -- | -------------------------------------------------- | - | ------ | --
|                                                             |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |        |    | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                           |  | $                                               |       |    |                                                    | $ |       |   
|Expenses()                                                |  |                                                 | (0.02  | )  |                                                    |   | (0.08  | ) 
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net investment income (loss)                                 |  |                                                 | (0.02  | )  |                                                    |   | (0.08  | ) 
|Net realized and unrealized gain (loss)                      |  |                                                 | (1.58  | )  |                                                    |   | (3.20  | ) 
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net increase (decrease) in unit value                        |  |                                                 | (1.60  | )  |                                                    |   | (3.28  | ) 
|Net asset value at beginning of period                       |  |                                                 | 17.34  |    |                                                    |   | 19.02  |   
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net asset value at end of period                             |  | $                                               | 15.74  |    |                                                    | $ | 15.74  |   
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|                                                             |  |                                                
|Ratios/Supplemental Data:                                    |  |                                                 |        |    |                                                    |   |        |   
|Ratio of expenses to average net assets*                   |  |                                                 | 0.66   | %  |                                                    |   | 0.64   | % 
|Ratio of net investment income (loss) to average net assets* |  |                                                 | (0.66  | )% |                                                    |   | (0.64  | )%
|Portfolio turnover**                                      |  |                                                 | 6      | %  |                                                    |   | 11     | % 
|Total return**                                               |  |                                                 | (9.23  | )% |                                                    |   | (17.25 | )%
|Net assets at end of period (in thousands)                   |  | $                                               | 62,112 |    |                                                    | $ | 62,112 |   



|* | Annualized.
|- | -----------

|** | Not annualized.
|-- | ---------------

| | Calculations prepared using the daily average number of units outstanding during the period.
|- | --------------------------------------------------------------------------------------------

| | Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds in which the Fund invests a portion of
its assets.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With respect to a portion of the Funds assets invested in a collective investment fund, portfolio turnover reflects purchases and sales of such collective investment fund,
rather than portfolio turnover of the underlying portfolio of such collective investment fund.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an
integral part of these financial statements.



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American Bar Association Members/ State Street Collective Trust

2040 Retirement Date Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                                                                         |  |                    |           
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------
|                                                                                                                                         |  | September 30, 2008
|Assets                                                                                                                                   |  |                    |           
|Investments in affiliated fund, at value:                                                                                                |  |                    |           
|State Street Bank and Trust CompanySSGA Target Retirement 2040 Securities Lending Series Fund (cost $43,821,765 and units of 3,394,435) |  | $                  | 38,200,976
|Receivable for investments sold                                                                                                          |  |                    | 200,625   
|Receivable for fund units sold                                                                                                           |  |                    | 51,027    
|                                                                                                                                         |  |                    |           
|Total assets                                                                                                                             |  |                    | 38,452,628
|                                                                                                                                         |  |                    |           
|Liabilities                                                                                                                              |  |                    |           
|Payable for fund units redeemed                                                                                                          |  |                    | 251,652   
|Retirement Date Fund management fee payable                                                                                              |  |                    | 3,295     
|State Street Bank and Trust Companyprogram fee payable                                                                                  |  |                    | 11,609    
|Trustee, management and administration fees payable                                                                                      |  |                    | 3,309     
|ABA Retirement Fundsprogram fee payable                                                                                                 |  |                    | 1,524     
|Other accruals                                                                                                                           |  |                    | 8,434     
|                                                                                                                                         |  |                    |           
|Total liabilities                                                                                                                        |  |                    | 279,823   
|                                                                                                                                         |  |                    |           
|                                                                                                                                         | 
|Net Assets (equivalent to $17.52 per unit based on 2,178,525 units outstanding)                                                          |  | $                  | 38,172,805
|                                                                                                                                         |  |                    |           

The accompanying notes are an integral part of these financial statements.



57



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American Bar Association Members/ State Street Collective Trust

2040 Retirement Date Fund

Statement of Operations

Unaudited



|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|------------------------------------------------------------------------- |  | ----------------------------------------------- | ---------- | - | -------------------------------------------------- | - | ---------- | -
|                                                                          |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |            |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                                         |  | $                                               |           |   |                                                    | $ |           |  
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|                                                                          |  |                                                
|Expenses                                                                  |  |                                                 |            |   |                                                    |   |            |  
|State Street Bank and Trust Companyprogram fee                           |  |                                                 | 35,058     |   |                                                    |   | 95,022     |  
|Retirement Date Fund management fee                                       |  |                                                 | 10,254     |   |                                                    |   | 28,511     |  
|Trustee, management and administration fees                               |  |                                                 | 10,116     |   |                                                    |   | 27,212     |  
|ABA Retirement Fundsprogram fee                                          |  |                                                 | 4,549      |   |                                                    |   | 12,423     |  
|Legal and audit fees                                                      |  |                                                 | 2,448      |   |                                                    |   | 6,641      |  
|Compliance consultant fees                                                |  |                                                 | 2,208      |   |                                                    |   | 6,059      |  
|Reports to unitholders                                                    |  |                                                 | 1,190      |   |                                                    |   | 3,265      |  
|Registration fees                                                         |  |                                                 | 320        |   |                                                    |   | 878        |  
|Other fees                                                                |  |                                                 | 1,583      |   |                                                    |   | 3,709      |  
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|Total expenses                                                            |  |                                                 | 67,726     |   |                                                    |   | 183,720    |  
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|                                                                          |  |                                                
|Net investment income (loss)                                              |  |                                                 | (67,726    | ) |                                                    |   | (183,720   | )
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|                                                                          |  |                                                
|Net realized and unrealized gain (loss) on investments in affiliated fund |  |                                                 |            |   |                                                    |   |            |  
|Net realized gain (loss)                                                  |  |                                                 | 8,441      |   |                                                    |   | 185,265    |  
|                                                                          |  |                                                
|Change in net unrealized appreciation (depreciation)                      |  |                                                 | (4,183,488 | ) |                                                    |   | (7,249,930 | )
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|                                                                          |  |                                                
|Net realized and unrealized gain (loss)                                   |  |                                                 | (4,175,047 | ) |                                                    |   | (7,064,665 | )
|                                                                          |  |                                                 |            |   |                                                    |   |            |  
|                                                                          |  |                                                
|Net increase (decrease) in net assets resulting from operations           |  | $                                               | (4,242,773 | ) |                                                    | $ | (7,248,385 | )
|                                                                          |  |                                                 |            |   |                                                    |   |            |  

The accompanying notes are an integral part of these financial statements.



58



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American Bar Association Members/ State Street Collective Trust

2040 Retirement Date Fund

Statement of Changes in Net Assets

Unaudited



|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|------------------------------------------------------------------ |  | ----------------------------------------------- | ---------- | - | -------------------------------------------------- | - | ---------- | -
|                                                                   |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |            |   | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|From operations                                                    |  |                                                 |            |   |                                                    |   |            |  
|Net investment income (loss)                                       |  | $                                               | (67,726    | ) |                                                    | $ | (183,720   | )
|Net realized gain (loss)                                           |  |                                                 | 8,441      |   |                                                    |   | 185,265    |  
|Change in net unrealized appreciation (depreciation)               |  |                                                 | (4,183,488 | ) |                                                    |   | (7,249,930 | )
|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|Net increase (decrease) in net assets resulting from operations    |  |                                                 | (4,242,773 | ) |                                                    |   | (7,248,385 | )
|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|                                                                   |  |                                                
|From unitholder transactions                                       |  |                                                 |            |   |                                                    |   |            |  
|Proceeds from units issued                                         |  |                                                 | 4,050,307  |   |                                                    |   | 25,659,394 |  
|Cost of units redeemed                                             |  |                                                 | (2,901,743 | ) |                                                    |   | (9,109,412 | )
|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|Net increase (decrease) in net assets from unitholder transactions |  |                                                 | 1,148,564  |   |                                                    |   | 16,549,982 |  
|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|                                                                   |  |                                                
|Net increase (decrease) in net assets                              |  |                                                 | (3,094,209 | ) |                                                    |   | 9,301,597  |  
|Net Assets                                                         |  |                                                 |            |   |                                                    |   |            |  
|Beginning of period                                                |  |                                                 | 41,267,014 |   |                                                    |   | 28,871,208 |  
|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|End of period                                                      |  | $                                               | 38,172,805 |   |                                                    | $ | 38,172,805 |  
|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|                                                                   |  |                                                
|Number of units                                                    |  |                                                 |            |   |                                                    |   |            |  
|Outstanding-beginning of period                                    |  |                                                 | 2,118,964  |   |                                                    |   | 1,344,258  |  
|Issued                                                             |  |                                                 | 214,853    |   |                                                    |   | 1,297,379  |  
|Redeemed                                                           |  |                                                 | (155,292   | ) |                                                    |   | (463,112   | )
|                                                                   |  |                                                 |            |   |                                                    |   |            |  
|Outstanding-end of period                                          |  |                                                 | 2,178,525  |   |                                                    |   | 2,178,525  |  
|                                                                   |  |                                                 |            |   |                                                    |   |            |  

The accompanying notes are an integral part of these financial statements.



59



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American Bar Association Members/ State Street Collective Trust

2040 Retirement Date Fund

Financial Highlights

Unaudited

(For a unit outstanding throughout the period)



|                                                             |  |                                                 |        |    |                                                    |   |        |   
|------------------------------------------------------------ |  | ----------------------------------------------- | ------ | -- | -------------------------------------------------- | - | ------ | --
|                                                             |  | For the periodJuly 1, 2008 toSeptember 30, 2008 |        |    | For the periodJanuary 1, 2008 toSeptember 30, 2008 |  
|Investment income                                           |  | $                                               |       |    |                                                    | $ |       |   
|Expenses()                                                |  |                                                 | (0.04  | )  |                                                    |   | (0.10  | ) 
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net investment income (loss)                                 |  |                                                 | (0.04  | )  |                                                    |   | (0.10  | ) 
|Net realized and unrealized gain (loss)                      |  |                                                 | (1.92  | )  |                                                    |   | (3.86  | ) 
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net increase (decrease) in unit value                        |  |                                                 | (1.96  | )  |                                                    |   | (3.96  | ) 
|Net asset value at beginning of period                       |  |                                                 | 19.48  |    |                                                    |   | 21.48  |   
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|Net asset value at end of period                             |  | $                                               | 17.52  |    |                                                    | $ | 17.52  |   
|                                                             |  |                                                 |        |    |                                                    |   |        |   
|                                                             |  |                                                
|Ratios/Supplemental Data:                                    |  |                                                 |        |    |                                                    |   |        |   
|Ratio of expenses to average net assets*                   |  |                                                 | 0.66   | %  |                                                    |   | 0.64   | % 
|Ratio of net investment income (loss) to average net assets* |  |                                                 | (0.66  | )% |                                                    |   | (0.64  | )%
|Portfolio turnover**                                      |  |                                                 | 4      | %  |                                                    |   | 9      | % 
|Total return**                                               |  |                                                 | (10.06 | )% |                                                    |   | (18.44 | )%
|Net assets at end of period (in thousands)                   |  | $                                               | 38,173 |    |                                                    | $ | 38,173 |   



|* | Annualized.
|- | -----------

|** | Not annualized.
|-- | ---------------

| | Calculations prepared using the daily average number of units outstanding during the period.
|- | --------------------------------------------------------------------------------------------

| | Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds in which the Fund invests a portion of
its assets.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With respect to a portion of the Funds assets invested in a collective investment fund, portfolio turnover reflects purchases and sales of such collective investment fund,
rather than portfolio turnover of the underlying portfolio of such collective investment fund.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an
integral part of these financial statements.



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American Bar Association Members/State Street Collective Trust

Notes to Financial Statements

(Unaudited)

1. Description of the Trust

American Bar Association Members/State Street Collective Trust (the Trust or the Collective Trust) was organized on August 8,
1991 under the American Bar Association Members/State Street Collective Trust Declaration of Trust as amended and restated on December 5, 1991 and as amended thereafter. Since December 1, 2004, State Street Bank and Trust Company of New
Hampshire (State Street or the Trustee) acts as trustee of the Collective Trust. The Trust is maintained exclusively for the collective investment of monies administered on behalf of participants in the ABA Retirement Funds
program (the Program). Ten separate collective investment funds (the Funds) and the Retirement Date Funds (also the Funds)are established under the Trust. The Retirement Date Funds are a group of five
balanced investment funds that invest in a series of SSgA funds, each of which is designed to correspond to a particular time horizon to retirement. The Funds are investment options under the Program, which is sponsored by the ABA Retirement Funds
(ARF) (formerly called the American Bar Retirement Association). The objectives and principal strategies of the Funds are as follows:

Balanced Fundcurrent income and long-term capital appreciation through investment in common stocks, other equity-type securities and debt securities. As of September 30, 2008, 42.6% of the
Funds net assets were invested in the American Bar Association Members/State Street Collective Trust Intermediate Bond Fund.

Index Equity Fundreplication of the total return of the Russell 3000 Index. Currently invests 100% of the Funds assets in the State Street Bank and Trust Company Russell 3000 Index Securities Lending Fund, a separate
State Street Bank collective investment fund which invests in securities contained in the Russell 3000 Index. This underlying funds annual financial statements are available from State Street Bank upon request.

Intermediate Bond Fundinvests primarily in debt securities of varying maturities, with an average portfolio duration of three
to six years, with the objective of achieving a competitive total return from current income and capital appreciation.

International Equity Fundlong term growth of capital through investment in common stocks and other equity securities of established non-U.S. companies.

Large-Cap Growth Equity Fundlong term growth of capital and some dividend income through investment in common stocks and
equity-type securities of large, well established companies. Currently invests in common stocks and the State Street Bank and Trust Company Russell 1000 Growth Index Securities Lending Fund, a separate State Street Bank collective investment fund
which invests in securities contained in the Russell 1000 Growth Index. As of September 30, 2008, 32.8% of the Funds net assets were invested in the State Street Bank and Trust Company Russell 1000 Growth Index Securities Lending Fund.
This underlying funds annual financial statements are available from State Street Bank upon request.

Large-Cap
Value Equity Fundlong term growth of capital and dividend income through investment in common stocks, primarily of large capitalization companies believed to be undervalued. Currently invests in common stocks and the State Street Bank and
Trust Company Russell 1000 Value Index Securities Lending Fund, a separate State Street Bank collective investment fund which invests in securities contained in the Russell 1000 Value Index. As of September 30, 2008, 25.3% of the Funds
net assets were invested in the State Street Bank and Trust Company Russell 1000 Value Index Securities Lending Fund. This underlying funds annual financial statements are available from State Street Bank upon request.

Mid-Cap Growth Equity Fundlong term growth of capital through investment in common stocks, primarily of medium sized
companies believed to have strong earnings growth potential.

Mid-Cap Value Equity Fundlong term growth of
capital through investment in common stocks, primarily of medium sized companies believed to be undervalued.

Small-Cap
Equity Fundlong term growth of capital through investment in common stocks of small companies believed to have strong appreciation potential. Currently invests in common stocks and the State Street Bank and Trust Company Russell 2000 Index
Securities Lending Fund, a separate State Street Bank collective investment fund which invests in securities contained in the Russell 2000 Index. As of September 30,



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American Bar Association Members/State Street Collective Trust

Notes to Financial Statements(Continued)

(Unaudited)



2008, 4.5% of the Funds net assets were invested in the State Street Bank and Trust Company Russell 2000 Index Securities Lending Fund. This underlying
funds annual financial statements are available from State Street Bank upon request.

Stable Asset Return Fund
(SARF)current income consistent with preserving principal and maintaining liquidity through investment in high quality short-term debt instruments, investment contracts and synthetic investment contracts of insurance companies,
banks and financial institutions. Currently, SARF invests in the State Street Bank ABA Members/Pooled Stable Asset Fund Trust (SAFT), a separate State Street Bank collective investment fund which invests in investment contracts of
insurance companies, banks and financial institutions, and in the State Street Bank and Trust Company Yield Enhanced Short-Term Investment Fund (YES), a separate State Street Bank enhanced short-term income collective investment fund.
The annual financial statements of YES and SAFT are available from State Street Bank upon request.

Retirement Date
Fundsseek to provide a series of balanced investment funds each of which is designed to correspond to a particular time horizon to retirement. The five Retirement Date Funds, designated as the Lifetime Income Retirement Date Fund, 2010
Retirement Date Fund, 2020 Retirement Date Fund, 2030 Retirement Date Fundand 2040 Retirement Date Fund, respectively, offer five separate target retirement date strategies. With the exception of the Lifetime Income
Retirement Date Fund, which is designed for those currently retired, each Retirement Date Funds asset mix will, over time, become progressively more conservative as the specified target retirement date draws nearer.

The Retirement Date Funds utilize a broad range of asset classes and an annual rebalancing process to provide diversification of returns and risks
consistent with the stated time horizon to retirement. Investment in each such asset class is obtained by investing in index strategies or other pooled strategies with low tracking error. Each of the Funds currently invests 100% of the Funds
assets in a separate State Street Bank and Trust Company collective investment fund listed below.

Lifetime Income Retirement Date
Fundinvests in the State Street Bank and Trust CompanySSgA Target Retirement Income Securities Lending Series Fund.

2010
Retirement Date Fundinvests in the State Street Bank and Trust CompanySSgA Target Retirement 2010 Securities Lending Series Fund.

2020 Retirement Date Fundinvests in the State Street Bank and Trust CompanySSgA Target Retirement 2020 Securities Lending Series Fund.

2030 Retirement Date Fundinvests in the State Street Bank and Trust CompanySSgA Target Retirement 2030 Securities Lending Series Fund.

2040 Retirement Date Fundinvests in the State Street Bank and Trust CompanySSgA Target Retirement 2040 Securities Lending Series Fund.

Each of these underlying funds annual financial statements is available from State Street Bank upon request.

All the Funds may invest in YES, an enhanced short-term income collective investment fund. The annual financial statements of YES are available from
State Street Bank upon request.

Funds in the Trust that participate in securities lending may have cash collateral invested in the State
Street Quality D Short-Term Investment Fund (Quality D). State Street Bank and Trust Company serves as the Trustee for Quality D. For purposes of daily admissions and redemptions, the short-term portfolio instruments in Quality D are
valued on the basis of amortized cost. Participant units are issued and redeemed on each business day (valuation date). Participant units are all purchased and redeemed at a constant net asset value of $1.00 per unit. In the event that a
significant disparity develops between the constant net asset value and the market based net asset value of the Fund, the Trustee of Quality D may determine that continued redemption at a constant $1.00 net asset value would create inequitable
results for the Funds unit holders. In these circumstances, the Trustee of Quality D, in its sole discretion and acting on behalf of the Funds unit holders, may direct that units be redeemed at the market-based net asset value until such
time as the disparity between the market-based and the constant net asset value per unit is deemed to be



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American Bar Association Members/State Street Collective Trust

Notes to Financial Statements(Continued)

(Unaudited)



immaterial. State Street collective investment funds, in which the Funds in the Trust invest, participate in securities lending and may also invest their
cash collateral in Quality D or in the State Street Super Collateral Short-Term Investment Fund (Super C). Due to the strain on liquidity in the financial markets resulting in the current uncertainty of receiving amortized cost for
certain securities, the Trustee for Quality D and Super C recently announced additional restrictions. In order to maintain long term value for all participants, any participant, including the Funds of the Collective Trust, discontinuing the lending
program will receive an in kind pro rata share of the collateral pool. All normal daily activity continues to be transacted at $1.00. The financial statements of Quality D and Super C are available from State Street Bank upon request. See Note 6.

The Trust may offer and sell an unlimited number of units representing interests in separate Funds of the Trust, each unit to be offered
and sold at the per unit net asset value of the corresponding Fund.

State Street offers and administers the investment options for the
Program available under the Collective Trust.

State Street is a non-depository trust company established under the laws of the State of
New Hampshire and is a wholly-owned subsidiary of State Street Bank. State Street has assumed responsibility for administering and providing investment options for the Program. State Street Bank is a trust company established under the laws of The
Commonwealth of Massachusetts and is a wholly-owned subsidiary of State Street Corporation, a Massachusetts corporation and a holding company registered under the Federal Bank Holding Company Act of 1956, as amended.

State Street Bank is responsible for certain recordkeeping and administrative services required by the Program. State Street has delegated to State
Street Bank the responsibility to provide services to the Collective Trust on behalf of State Street. In addition, State Street Bank is the primary custodian, provides account and investment information to employers and participants, receives all
plan contributions, effects investment and transfer transactions and distributes all benefits provided by the plans to the participants or, in the case of some individually designed plans, to the trustees of such plans.

2. Summary of Significant Accounting Policies

The accompanying
statements of assets and liabilities and the related statements of operations and of changes in net assets and certain financial data have been prepared in conformity with accounting principles generally accepted in the United States of America:

A. Security Valuation

The Collective
Trust adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157), effective January 1, 2008, which governs the application of generally accepted
accounting principles that require fair value measurements of the Funds assets and liabilities. Fair value is an estimate of the price a Fund would receive upon selling a security in a timely transaction to an independent buyer in the
principal or most advantageous market for the security.

All Funds (Other than SARF): State Street has delegated to State
Street Bank the responsibility to determine the value of each Fund based on the market value of each Funds portfolio of securities. State Street Bank generally values each Funds portfolio of securities based on closing market prices or
readily available market quotations. When closing market prices or market quotations are not readily available or are considered by State Street Bank to be unreliable, the fair value of the particular securities or assets is determined in good faith
by State Street pursuant to procedures adopted by State Street. For market prices and quotations, as well as some fair value methods of pricing, State Street Bank and State Street may rely upon securities prices provided by pricing services, the
Investment Advisor(s) or independent dealers.

When State Street Bank determines that the closing market price on the primary exchange
where the security is traded is not readily available or no longer accurately reflects the value of the security at the time of calculation of the Funds net asset value, State Street endeavors to value the security at the amount the owner
might reasonably expect to receive upon the securitys current sale. In so doing, management considers all factors it deems appropriate, including, if relevant, external factors such as general market developments and news events.

With respect to non-U.S. securities, if a significant event has occurred between the closing of the foreign exchange or market on which such
securities trade and the calculation of net asset value, a valuation adjustment may be appropriate. Specifically, under appropriate circumstances, State Street will utilize a fair value model for the



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American Bar Association Members/State Street Collective Trust

Notes to Financial Statements(Continued)

(Unaudited)



International Equity Fund to make fair value adjustments to the prices of non-U.S. securities based on movements in the U.S. markets after the close of
foreign markets. If a significant event occurs other than general movements in the U.S. markets, State Street Bank will determine whether that event might affect the value of the non-U.S. securities and whether, if so, the securities should be
valued in accordance with State Streets fair value procedures.

Unless believed no longer to accurately reflect value or to be
reliable, foreign securities not traded directly or in the form of American Depositary Receipts (ADRs) in the United States are valued in the local currency at the last sale price on the applicable exchange on which such securities trade and such
values are converted into the U.S. dollar equivalent at current exchange rates.

Certain other types of securities, including those
discussed, may be priced using a pricing matrix to determine the value of fixed income securities that do not trade daily. A pricing matrix is a means of valuing a debt security on the basis of current market prices for other debt securities and
historical trading patterns in the market for fixed income securities. To the extent that a Fund invests in the shares of bank collective trust funds or of other registered open-end investment companies that are not traded on an exchange (mutual
funds), such shares are valued at their net asset values per share as reported by the funds. Each of these funds use fair value pricing in determining their net asset values.

United States Treasury securities and other obligations issued or guaranteed by the United States Government, its agencies or instrumentalities are
valued at representative quoted prices provided by a vendor.

Swaps are marked to market daily based upon quotations from brokers or market
makers and the change in value, if any, is recorded as unrealized appreciation or depreciation.

Futures contracts are valued at the last
settlement price at the end of each day on the board of trade or exchange upon which they are traded.

The short-term portfolio instruments
of YES are valued on the basis of amortized cost, which approximates fair value. Amortized cost involves valuing an instrument initially at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless
of the impact of fluctuating interest rates on the market value of the instrument.

FAS 157 established a three-tier hierarchy based on the
use of observable market data and unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability,
including assumptions about uncertainty, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model, and/or the risk inherent in the inputs to the valuation technique. Inputs may be
observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.
Unobservable inputs are inputs that reflect the reporting entitys own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Various inputs are used in determining the value of the Funds investments. These inputs are summarized in the three broad levels as
follows:



| |  |  | Level 1  quoted prices in active markets for identical securities
| | - |  | ------------------------------------------------------------------



| |  |  | Level 2  other significant observable inputs (including quoted prices for similar securities, interest rates, etc.)
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3  significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments)
| | - |  | -----------------------------------------------------------------------------------------------------------------------------

The Fund may record changes to valuations based on the amount that it might reasonably be expected to receive for a
security upon its current sale consistent with the fair value measurement objective. Each determination is based on a consideration of all relevant factors, which are likely to vary from one pricing context to another. Examples of



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Notes to Financial Statements(Continued)

(Unaudited)



such factors may include, but are not limited to the type of the security, the existence of any contractual restrictions on the securitys disposition,
the price of comparable companies, quotations or evaluated prices from broker-dealers and/or pricing services, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the
companys financial statements, an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold, and with respect to debt securities, the maturity, coupon, creditworthiness, currency
denomination, and the movement of the market in which the security is normally traded. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value determined upon sale of
those investments.

The following is a summary of the inputs used as of September 30, 2008 in valuing the Collective Trust Funds' assets carried at
fair value:



|                                            |  |                                         |             |                                                                        |   |             |  
|------------------------------------------- |  | --------------------------------------- | ----------- | ---------------------------------------------------------------------- | - | ----------- | -
|                                            |  | Investments in Securities at Fair Value |            
|Valuation Inputs                            |  | Balanced Fund                           |             | Index Equity Fund                                                      |  
|Level 1Quoted Prices                       |  | $                                       | 179,410,504 |                                                                        | $ |            |  
|Level 2Other Significant Observable Inputs |  |                                         | 178,836,507 |                                                                        |   | 299,031,918 |  
|Level 3Significant Unobservable Inputs     |  |                                         |            |                                                                        |   |            |  
|                                            |  |                                         |             |                                                                        |   |             |  
|Total                                       |  | $                                       | 358,247,011 |                                                                        | $ | 299,031,918 |  
|                                            |  |                                         |             |                                                                        |   |             |  
|                                            |  |                                        
|Intermediate Bond Fund Valuation Inputs     |  | Investments inSecurities atFair Value   |             | Net UnrealizedAppreciation(Depreciation) onOther FinancialInstruments* |  
|Level 1Quoted Prices                       |  | $                                       | 2,665,000   |                                                                        | $ | (87,656     | )
|Level 2Other Significant Observable Inputs |  |                                         | 530,632,133 |                                                                        |   | (1,430,250  | )
|Level 3Significant Unobservable Inputs     |  |                                         | 4,607,619   |                                                                        |   | 67,834      |  
|                                            |  |                                         |             |                                                                        |   |             |  
|Total                                       |  | $                                       | 537,904,752 |                                                                        | $ | (1,450,072  | )
|                                            |  |                                         |             |                                                                        |   |             |  



|                                                                          |  |                                       |           |  
|------------------------------------------------------------------------- |  | ------------------------------------- | --------- | -
|Intermediate Bond Fund Level 3 Roll Forward                               |  | Investments inSecurities at FairValue |          
|Balance as of January 1, 2008                                             |  | $                                     |          |  
|Accrued discounts/premiums                                                |  |                                       |          |  
|Realized gain (loss) and change in unrealized appreciation (depreciation) |  |                                       | (38,627   | )
|Net purchases (sales)                                                     |  |                                       | 4,646,246 |  
|Net transfers in and/or out of Level 3                                    |  |                                       |          |  
|                                                                          |  |                                       |           |  
|Balance as of September 30, 2008                                          |  | $                                     | 4,607,619 |  
|                                                                          |  |                                       |           |  



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Notes to Financial Statements(Continued)

(Unaudited)



|                                                                          |  |                                                                        |       
|------------------------------------------------------------------------- |  | ---------------------------------------------------------------------- | ------
|Intermediate Bond Fund Level 3 Roll Forward                               |  | Net UnrealizedAppreciation(Depreciation) onOther FinancialInstruments*
|Balance as of January 1, 2008                                             |  | $                                                                      |      
|Accrued discounts/premiums                                                |  |                                                                        |      
|Realized gain (loss) and change in unrealized appreciation (depreciation) |  |                                                                        | 66,942
|Net purchases (sales)                                                     |  |                                                                        | 892   
|Net transfers in and/or out of Level 3                                    |  |                                                                        |      
|                                                                          |  |                                                                        |       
|Balance as of September 30, 2008                                          |  | $                                                                      | 67,834
|                                                                          |  |                                                                        |       



|* | Other financial instruments are derivative instruments including forward foreign currency exchange contracts, futures contracts, written options and interest rate swap contracts,
which are valued at the unrealized appreciation/depreciation on the instrument.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                            |  |                                         |             |                             |   |                            |  |   |            
|------------------------------------------- |  | --------------------------------------- | ----------- | --------------------------- | - | -------------------------- |  | - | -----------
|                                            |  | Investments in Securities at Fair Value
|Valuation Inputs                            |  | International EquityFund                |             | Large-Cap Growth EquityFund |   | Large-Cap Value EquityFund
|Level 1Quoted Prices                       |  | $                                       | 25,304,937  |                             | $ | 329,885,219                |  | $ | 206,396,974
|Level 2Other Significant Observable Inputs |  |                                         | 191,250,366 |                             |   | 231,442,414                |  |   | 91,662,260 
|Level 3Significant Unobservable Inputs     |  |                                         |            |                             |   |                           |  |   |           
|                                            |  |                                         |             |                             |   |                            |  |   |            
|Total                                       |  | $                                       | 216,555,303 |                             | $ | 561,327,633                |  | $ | 298,059,234
|                                            |  |                                         |             |                             |   |                            |  |   |            



|                                            |  |                                         |             |                          |   |           
|------------------------------------------- |  | --------------------------------------- | ----------- | ------------------------ | - | ----------
|                                            |  | Investments in Securities at Fair Value
|Valuation Inputs                            |  | Mid-Cap Growth EquityFund               |             | Mid-Cap Value EquityFund
|Level 1Quoted Prices                       |  | $                                       | 94,353,973  |                          | $ | 55,828,414
|Level 2Other Significant Observable Inputs |  |                                         | 43,987,307  |                          |   | 30,360,400
|Level 3Significant Unobservable Inputs     |  |                                         |            |                          |   | 1,298,277 
|                                            |  |                                         |             |                          |   |           
|Total                                       |  | $                                       | 138,341,280 |                          | $ | 87,487,091
|                                            |  |                                         |             |                          |   |           



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Notes to Financial Statements(Continued)

(Unaudited)



|                                                                          |  |                                       |          
|------------------------------------------------------------------------- |  | ------------------------------------- | ---------
|Mid-Cap Value Equity Fund Level 3 Roll Forward                            |  | Investments inSecurities at FairValue
|Balance as of January 1, 2008                                             |  | $                                     | 515,947  
|Accrued discounts/premiums                                                |  |                                       |         
|Realized gain (loss) and change in unrealized appreciation (depreciation) |  |                                       | 3,033    
|Net purchases (sales)                                                     |  |                                       |         
|Net transfers in and/or out of Level 3                                    |  |                                       | 779,297  
|                                                                          |  |                                       |          
|Balance as of September 30, 2008                                          |  | $                                     | 1,298,277
|                                                                          |  |                                       |          



|                                            |  |                                         |             |                         |   |            
|------------------------------------------- |  | --------------------------------------- | ----------- | ----------------------- | - | -----------
|                                            |  | Investments in Securities at Fair Value
|Valuation Inputs                            |  | Small-Cap EquityFund                    |             | Stable Asset ReturnFund
|Level 1Quoted Prices                       |  | $                                       | 192,900,096 |                         | $ |           
|Level 2Other Significant Observable Inputs |  |                                         | 132,252,529 |                         |   | 917,606,914
|Level 3Significant Unobservable Inputs     |  |                                         |            |                         |   |           
|                                            |  |                                         |             |                         |   |            
|Total                                       |  | $                                       | 325,152,625 |                         | $ | 917,606,914
|                                            |  |                                         |             |                         |   |            



|                                            |  |                                         |            |                          |   |                          |  |   |           
|------------------------------------------- |  | --------------------------------------- | ---------- | ------------------------ | - | ------------------------ |  | - | ----------
|                                            |  | Investments in Securities at Fair Value
|Valuation Inputs                            |  | Lifetime IncomeRetirement Date Fund     |            | 2010 Retirement DateFund |   | 2020 Retirement DateFund
|Level 1Quoted Prices                       |  | $                                       |           |                          | $ |                         |  | $ |          
|Level 2Other Significant Observable Inputs |  |                                         | 31,801,767 |                          |   | 54,081,218               |  |   | 89,474,946
|Level 3Significant Unobservable Inputs     |  |                                         |           |                          |   |                         |  |   |          
|                                            |  |                                         |            |                          |   |                          |  |   |           
|Total                                       |  | $                                       | 31,801,767 |                          | $ | 54,081,218               |  | $ | 89,474,946
|                                            |  |                                         |            |                          |   |                          |  |   |           



|                                            |  |                                         |            |                           |   |           
|------------------------------------------- |  | --------------------------------------- | ---------- | ------------------------- | - | ----------
|                                            |  | Investments in Securities at Fair Value
|Valuation Inputs                            |  | 2030 Retirement Date Fund               |            | 2040 Retirement Date Fund
|Level 1Quoted Prices                       |  | $                                       |           |                           | $ |          
|Level 2Other Significant Observable Inputs |  |                                         | 62,157,936 |                           |   | 38,200,976
|Level 3Significant Unobservable Inputs     |  |                                         |           |                           |   |          
|                                            |  |                                         |            |                           |   |           
|Total                                       |  | $                                       | 62,157,936 |                           | $ | 38,200,976
|                                            |  |                                         |            |                           |   |           



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Notes to Financial Statements(Continued)

(Unaudited)



B. Stable Asset Return Fund

SARF invests in SAFT, whose investments include insurance company, bank and financial institution investment contracts and investments in YES. On a daily
basis SARF accrues dividend income based on the income credited by SAFT. SARF does not distribute income and any increase to net assets is reflected by an increase to the unit value. Each month the dividend income earned by SARF is reinvested into
SAFT. As a result of its investment in SAFT, SARF is subject to the specialized accounting provisions described below. The Statement of Assets and Liabilities presents the fair value of the investment contracts held by SAFT with the adjustment to
contract value. The Statement of Operations and Changes in Net Assets were prepared on a contract value basis. Since SARF is fully invested in SAFT the following are the accounting policies of SAFT:

i. Basis of Accounting

Investments
held by an investment company are reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets of an investment company attributable to fully benefit-responsive investment contracts because
contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the underlying defined-contribution plans. The Statement of Assets and Liabilities presents the fair value of the investment
contracts as well as the adjustment of the fully benefit responsive investment contracts from fair value to contract value. The Statements of Operations and Changes in Net Assets were prepared on a contract value basis.

ii. Value of Investments

Investments
in bank, insurance company and other financial institution investment contracts (GICs) are stated at contract value. An investment contract is generally permitted to be valued at contract value, rather than fair value, to the extent it
is fully benefit-responsive and held by a trust offered only to qualified employer-sponsored defined-contribution plans. An investment contract is considered fully benefit responsive if: 1) it is effected directly between the Fund and the issuer and
may not be transferred without the consent of the issuer, 2) either the repayment of principal and interest is a financial obligation of the issuer (i.e., for traditional investment contracts) or the issuer of a wrap contract provides assurance that
the contract crediting rate will not be adjusted to less than zero (i.e., for synthetic investment contracts), 3) the contract requires all permitted participant-initiated transactions with the trust to occur at contract value without limitation, 4)
it is improbable that an event will occur that would limit the ability of the Fund to transact at contract value with both the issuer and Fund unitholders, and 5) the Fund allows unitholders reasonable access to their funds. Investment contracts
that do not meet the criteria for valuation at contract value will be valued at fair value as determined by the Trustee, and such value may be more or less than contract value.

The fair value of traditional GICs is determined using a discounted cash flow methodology where the individual contract cash flows are discounted at the
prevailing interpolated swap rate as of period-end.

A traditional GIC is a group annuity contract that pays a specified rate of return for
a specific period of time and guarantees a fixed return after any benefit responsive payments are made to participants. The issuer of a traditional GIC takes a deposit from the Fund and purchases investments that are held in the issuers
general account. The GIC issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the fund.

Synthetic investment contracts represent individual assets placed in a trust, with ownership by the Fund; a third party issues a wrapper that guarantees that participant transactions are executed at contract value. Individual assets of the
synthetic investment contract are generally valued at representative quoted market prices. Short-term securities, if any, are stated at amortized cost, which approximates market value. Debt securities are valued on the basis of valuations furnished
by a pricing service approved by the Trustee, which determines valuations using methods based on market transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders.
Investments in regulated investment companies or collective investment funds are valued at the net asset value per share/unit on the valuation date. Securities for which market quotations are not readily available, or have quotations which
management believes are not appropriate, are valued at fair value as determined in good faith by the Trustee. The fair value of the wrap contracts is determined using the market approach discounting methodology which incorporates the difference
between current market level rates for contract level wrap fees and the wrap fee being charged. The difference is calculated as a dollar value and discounted by the prevailing interpolated swap rate as of period end.

The Fund may invest in guaranteed investment contracts (Traditional GIC or GICs), bank investment contracts and/or a wrapped
portfolio of fixed income instruments (Synthetic Investment Contracts or Synthetic GICs). Collectively, these contracts are referred to as investment contracts.

A bank investment contract is an investment contract issued by a bank, with features (other than annuity provisions) comparable to a GIC.

A synthetic GIC is a wrap contract paired with an underlying investment or investments, usually a portfolio of high-quality, intermediate term fixed
income securities. The portfolio is owned by the Fund. The Fund purchases a wrapper contract from an insurance company or other financial services institution. The portfolio, coupled with the wrap contract, attempts to replicate the characteristics
of a traditional GIC. A synthetic GIC attempts to protect principal and accumulated interest and credits a stated interest rate for a specified period of time (e.g. monthly or quarterly). Investment gains and losses are amortized over the expected
duration through the calculation of the interest rate applicable to the Fund on a prospective basis (the Crediting Rate). The Crediting Rate is primarily based on the current yield-to-maturity of the covered investments, plus or minus
amortization of the difference between the market value and contract value of the covered investments over the duration of the covered investments at the time of computation. The Crediting Rate is most impacted by the change in the annual effective
yield to maturity of the underlying securities, but is also affected by the differential between the contract value and the market value of the covered investments. This difference is amortized over the duration of the covered investments. Depending
on the change in duration from each reset period, the magnitude of the impact to the Crediting Rate of the contract to market difference is heightened or lessened. The Crediting Rate can be adjusted periodically and is usually adjusted either
monthly or quarterly, but in no event is the Crediting Rate less than zero.

iii. Events Limiting Contract Value Treatment

Investment contracts are valued at contract value principally because participants are able to transact at contract value when
initiating benefit responsive withdrawals, taking loans or making investment option transfers permitted by the participating plan. A benefit responsive withdrawal includes a payment to a participant arising from retirement, termination of
employment, disability or death. In the normal course, participant events are predictive (for participants as a group) such that the economic integrity of investment contracts is largely unaffected by participant withdrawals.

Employer initiated events, if material, may affect the underlying economics of investment contracts. These events include plant closings, layoffs, plan
termination, bankruptcy or reorganization, merger, early retirement incentive programs, tax disqualification of a trust or other events. The occurrence of one or more employer initiated events could limit the Funds ability to transact at
contract value with plan participants.

For example, retirement benefit payments which occur because an employer has offered a subsidized
early retirement program will not transact at contract value unless the scope of the program is not material or the investment contract includes a contract value corridor. Whether an employer initiated event is probable is foremost
within the knowledge of the employer, but in the normal course may be communicated to the investment manager of the Fund. While the investment manager may take action to minimize or eliminate the impact of the employer initiated event, there is no
assurance that the issuer will continue to transact at contract value once the corridor is used. In that case, the Fund would be unable to maintain the ability to transact at contract value. As of September 30, 2008, the occurrence of an event
that would limit the ability of the Fund to transact at contract value with the participants in the Fund is not probable.

iv.
Termination Events by the Issuer

Investment contracts generally impose conditions on both the Fund and the issuer. Assuming conditions
are met and neither the Fund nor the issuer is in default, the Fund can buy and sell covered investments and process withdrawals through the sale of covered investments in accordance with the Funds liquidity hierarchy.

If an event of default, within the meaning of an investment contract, occurs and is not cured, the non-defaulting party may terminate the contract. The
following (among other events) may cause the Fund to be in default: a breach of material obligation under the contract; a material misrepresentation; a material amendment to the trust agreement, in the administration of the trust or in the
investment of fund assets without consent from the issuer; and an uncured violation of the Funds Investment Guidelines.

The issuer
may be in default if it breaches a material obligation under the investment contract; makes a material misrepresentation; has a decline in its long term credit rating below a threshold set forth in the contract; is acquired or reorganized and the
successor issuer does not satisfy the investment or credit guidelines applicable to issuers. If, in the event of default of an issuer, the Fund were unable to obtain a replacement investment contract, withdrawing plans may experience losses if the
value of the Funds assets no longer covered by the contract is below contract value. The Fund may seek to add additional issuers over time to diversify the Funds exposure to such risk, but there is no assurance that the Fund will be able
to do so. The combination of the default of an issuer and an inability to obtain a replacement agreement could render the Fund unable to achieve its objective of maintaining a stable contract value.

The terms of an investment contract generally provide for settlement of payments only upon termination of the contract or
total liquidation of the covered investments. Generally, payments will be made pro-rata, based on the percentage of investments covered by each issuer. Contract termination occurs whenever the contract value or market value of the covered
investments reaches zero or upon certain events of default. If the contract terminates due to issuer default (other than a default occurring because of a decline in its rating), the issuer will generally be required to pay to the Fund the excess, if
any, of contract value over market value on the date of termination. If a synthetic GIC terminates due to a decline in the ratings of the issuer, the issuer may be required to pay to the Fund the cost of acquiring a replacement contract (i.e.
replacement cost) within the meaning of the contract. If the contract terminates when the market value equals zero, the issuer will pay the excess of contract value over market value to the Fund to the extent necessary for the Fund to satisfy
outstanding contract value withdrawal requests. Contract termination also may occur by either party upon election and notice.

At any time
after the second anniversary of the contract, the issuer may elect to terminate the contract by giving notice to the Trustee. If, at any time prior to dates agreed to in each contract for the receipt of such notice, the Trustee objects to such
election, the Trustee shall be deemed to have made an immunization election and the immunization provisions of the contract apply. The immunization provision gives the issuer the right to request that its wrapped portion of the Fund be managed
according to more conservative immunization investment guidelines provided for in the contract.

v. Investment Transactions and Income

Investment transactions are accounted for on the trade date. Interest income is recorded on the accrual basis. Income from investment
contracts is recorded at the contract rate, which in the case of synthetic investment contracts is referred to as the crediting rate. Crediting rates on synthetic contacts are net of fees to the issuer of the wrap contract (wrap fees) and custody
fees on underlying assets. For fully benefit-responsive synthetic investment contracts, earnings on the underlying assets are factored into the next computation of the crediting rate re-set. Interest income is accrued and reinvested daily.
Reinvested units are issued to unitholders on a pro-rata basis.

vi. Issuances and Redemptions of SAFT Units

Issuances and redemptions of participant units are made on each business day (valuation date). Participant units are typically purchased and
redeemed at a constant net asset value of $1.00 per unit. In the event that a significant disparity develops between the constant net asset value and the market-based net asset value of the Fund, the Trustee may determine that continued redemption
at a constant $1.00 net asset value would create inequitable results for the Funds unitholders. In these circumstances, the Trustee, in its sole discretion and acting on behalf of the Funds unitholders, may direct that units be redeemed
at the market-based net asset value until such time as the disparity between the market-based and the constant net asset value per unit is deemed to be immaterial.

vii. Industry Concentration of Investments

The Fund maintains investment contracts issued by
insurance companies, banks and other financial institutions as required by the Declaration of Trust. The issuing institutions ability to meet their contractual obligations under the respective contracts may be affected by future economic and
regulatory developments in the insurance and banking industries, respectively.

viii. Adjustments to Contract Value

At September 30, 2008, all investment contracts held by SAFT were deemed fully benefit-responsive. The change in the difference between the fair
value and contract value of the Trusts fully benefit-responsive investment contracts during 2008 is reflected below:



|                               |  |                   |             |                  |   |             |  |   |           
|------------------------------ |  | ----------------- | ----------- | ---------------- | - | ----------- |  | - | ----------
|                               |  | September 30,2008 |             | December 31,2007 |   | Change     
|Net assets at fair value       |  | $                 | 917,606,855 |                  | $ | 877,984,124 |  | $ | 39,622,731
|Net assets (at contract value) |  |                   | 942,568,200 |                  |   | 880,338,231 |  |   | 62,229,969
|Adjustment to contract value   |  |                   | 24,961,345  |                  |   | 2,354,107   |  |   | 22,607,238

Sensitivity Analysis

The following tables are intended to provide the analyses of the sensitivity of Crediting Rate to future interest changes. These are estimates calculated based on current Crediting Rate calculations, and are not intended to serve as a
projection or guarantee of future rates of return to be earned by the Fund.



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Notes to Financial Statements(Continued)

(Unaudited)



Hypothetical change in current yield and no participant
transactions, base case1.



|                   |  |                                     |   |  |             |   |  |             |   |  |             |   |  |             |  
|------------------ |  | ----------------------------------- | - |  | ----------- | - |  | ----------- | - |  | ----------- | - |  | ----------- | -
|                   |  | WeightedAverage CreditInterest Rate |   |  | 50%Decrease |   |  | 25%Decrease |   |  | 25%Increase |   |  | 50%Increase |  
|September 30, 2008 |  | 4.39                                | % |  |             |   |  |             |   |  |             |   |  |             |  
|December 31, 2008  |  |                                     |   |  | 3.73        | % |  | 3.91        | % |  | 4.10        | % |  | 4.12        | %
|March 31, 2009     |  |                                     |   |  | 3.59        | % |  | 3.92        | % |  | 4.43        | % |  | 4.61        | %
|June 30, 2009      |  |                                     |   |  | 3.48        | % |  | 3.93        | % |  | 4.72        | % |  | 5.04        | %
|September 30, 2009 |  |                                     |   |  | 3.37        | % |  | 3.94        | % |  | 4.97        | % |  | 5.42        | %

Hypothetical change in current yield and 10% participant
transactions, base case2.



|                   |  |                                     |   |  |             |   |  |             |   |  |             |   |  |             |  
|------------------ |  | ----------------------------------- | - |  | ----------- | - |  | ----------- | - |  | ----------- | - |  | ----------- | -
|                   |  | WeightedAverage CreditInterest Rate |   |  | 50%Decrease |   |  | 25%Decrease |   |  | 25%Increase |   |  | 50%Increase |  
|September 30, 2008 |  | 4.39                                | % |  |             |   |  |             |   |  |             |   |  |             |  
|December 31, 2008  |  |                                     |   |  | 3.87        | % |  | 3.90        | % |  | 3.78        | % |  | 3.62        | %
|March 31, 2009     |  |                                     |   |  | 3.72        | % |  | 3.92        | % |  | 4.15        | % |  | 4.17        | %
|June 30, 2009      |  |                                     |   |  | 3.58        | % |  | 3.93        | % |  | 4.47        | % |  | 4.66        | %
|September 30, 2009 |  |                                     |   |  | 3.47        | % |  | 3.94        | % |  | 4.75        | % |  | 5.08        | %



|1 | Assumes an immediate hypothetical change in market yield (relative to current contract value yield), with no change to the duration of the underlying investment portfolio
and no contributions or withdrawals.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2 | Assumes an immediate hypothetical change in market yield (relative to current contract value yield), combined with an immediate, one-time hypothetical 10% decrease in the
net assets of the trust due to participant-initiated unitholder transfers, with no change to the duration of the underlying investment portfolio.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Average yields



|                                                    |  |      |  
|--------------------------------------------------- |  | ---- | -
|Based on actual income (1)                          |  | 2.94 | %
|Based on interest rate credited to participants (2) |  | 4.06 | %



|(1) | Computed by dividing the annualized one-day actual earnings of the Fund on September 30, 2008 by the fair value of investments on September 30, 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Computed by dividing the annualized one-day earnings credited to participants on September 30, 2008 by the fair value of investments on September 30, 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

C. Security Transactions and Related Investment Income

Security transactions are accounted for on the trade date (the date on which the order to buy or sell is executed). Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend
date. Interest income is increased by accretion of discount and reduced by amortization of premium. Realized gains and losses are reported on the basis of the identified cost of securities delivered. Distributions received from collective investment
funds, if any, retain the character as earned by the underlying funds.

A Funds portfolio of investments may include securities
purchased on a when-issued basis, which may be settled in the month after the issue date. Interest income is not accrued until the settlement date.



69



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Notes to Financial Statements(Continued)

(Unaudited)



Certain collective investment funds and registered investment companies in which the Funds invest may
retain investment income and net realized gains. Accordingly, realized and unrealized gains and losses reported by a Fund may include a component attributable to investment income of the underlying funds.

All securities lending income earned by the Funds in the Trust is credited on a cash basis generally in the month following the month in which it is
earned due to the immaterial amounts. This method is applied to the income both from the Funds lending securities directly and from collective investment funds in which certain Funds are invested and which lend a portion of their securities.

D. Foreign Currency Transactions

The accounting records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of
exchange at period-end. Purchases and sales of securities, income and expenses are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Reported net realized gains and losses on foreign currency transactions represent net gains and losses from disposition of foreign currencies, currency
gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. The effects of changes in foreign
currency exchange rates on investments in securities and derivatives (other than foreign currency contracts) are not segregated in the Statement of Operations from the effects of changes in market prices of those securities, but are included with
the net realized and unrealized gain or loss on investments in securities.

Net unrealized foreign exchange gains and losses arising from
changes in the value of other assets and liabilities as a result of changes in foreign exchange rates are included as increases and decreases in unrealized appreciation/depreciation on foreign currency related transactions.

E. Income Taxes

The Trust has
received a favorable determination letter dated March 9, 1992 from the Internal Revenue Service, which concluded that the Trust is a trust arrangement described in Rev. Rul. 81-100, 1981, C.B. 326 (subsequently modified by Rev. Rul. 2004-67,
2004-28 I.R.B. 28) and exempt from Federal income tax pursuant to Section 501(a) of the Internal Revenue Code. Accordingly, no provision for Federal income taxes is required.

Management is required to determine whether a tax position of the Collective Trust is more likely than not to be sustained upon examination by the
applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty
percent likely of being realized upon ultimate settlement which could result in the Collective Trust recording a tax liability that would reduce net assets. Based on its analysis, management has determined that as of September 30, 2008 the
Collective Trust did not have any tax liabilities. However, managements conclusions regarding tax liabilities may be subject to review and adjustment at a later date based on factors including, but not limited to, further guidance and on-going
analyses of tax laws, regulations and interpretations thereof.

F. Sales and Redemptions of Units of Participation and
Distributions

The units offered represent interests in the Funds established under the Trust. The Trust may offer and sell an unlimited
number of units. Each unit will be offered and sold daily at the offering Funds net asset value.

Pursuant to the Trusts
Declaration of Trust, the Funds are not required to distribute their net investment income or gains from the sale of portfolio investments.

G. TBA Commitments and Roll Transactions

The Balanced Fund and Intermediate Bond Fund may enter into TBA (to be
announced) commitments to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price for



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(Unaudited)



a TBA has been established, the principal value has not been finalized. However, the amount of the TBA commitment will not fluctuate more than 1.0% from the
principal amount. These Funds hold, and maintain until the settlement date, cash or liquid securities in an amount sufficient to meet the purchase price. TBA commitments may be considered securities in themselves, and involve a risk of loss if the
value of the security to be purchased declines prior to the settlement date, and such risk is in addition to the risk of decline in the value of these Funds other assets. These contracts also present a risk from the potential inability of
counterparties to meet their contractual obligations. During the period prior to settlement, these Funds will not be entitled to accrue interest and/or receive principal payments. Unsettled TBA commitments are valued at the current market value of
the underlying securities, generally according to the procedures described under Security Valuation above. These Funds may dispose of a commitment prior to settlement if the Funds advisor deems it appropriate to do so. Upon
settlement date, these Funds may take delivery of the securities or defer (roll) the delivery to the next month.

H. Futures
Contracts

The Intermediate Bond Fund may use, on a limited basis, futures contracts to manage exposure to the bond market, and as a
substitute for acquiring market positions in securities comparable to those held by the Fund (with respect to the portion of its portfolio that is held in cash items). Buying futures tends to increase a funds exposure to the underlying
instrument. Selling futures tends to decrease a funds exposure to the underlying instrument, or hedge other investments. Futures contracts involve, to varying degrees, credit and market risks.

The Fund enters into futures contracts only on exchanges or boards of trade where the exchange or board of trade acts as the counterparty to the
transaction. Thus, credit risk on such transactions is limited to the failure of the exchange or board of trade. Losses in value may arise from changes in the value of the underlying instruments or from illiquidity in the secondary market for the
contracts. In addition, there is the risk that there may not be an exact correlation between a futures contract and the underlying index.

Upon entering into a futures contract, the Fund is required to deposit either in cash or securities an amount (initial margin) equal to a certain percentage of the nominal value of the contract. Subsequent payments are made or
received by the Fund periodically, depending on the daily fluctuation in the value of the underlying securities, and are recorded as unrealized gains or losses by the Fund. A gain or loss is realized when the contract is closed or expires.

At September 30, 2008, the Intermediate Bond Fund held the following futures contracts:



|                                    |  |                    |   |  |               |             |   |                  |                |                                       |   |          |  
|----------------------------------- |  | ------------------ | - |  | ------------- | ----------- | - | ---------------- | -------------- | ------------------------------------- | - | -------- | -
|Futures Contracts                   |  | Number ofContracts |   |  | Notional Cost |             |   | Settlement Month |                | UnrealizedAppreciation/(Depreciation) |  
|Long                                |  |                    |   |  |               |             |   |                  |                |                                       |   |          |  
|90 Day Euribor Futures              |  | 16                 |   |  | $             | 5,336,228   |   |                  | March 2009     |                                       | $ | 47,029   |  
|90 Day Euribor Futures              |  | 19                 |   |  |               | 6,398,778   |   |                  | December 2009  |                                       |   | 14,573   |  
|90 Day Eurodollar Futures           |  | 18                 |   |  |               | 4,372,200   |   |                  | March 2009     |                                       |   | (5,625   | )
|90 Day Eurodollar Futures           |  | 382                |   |  |               | 91,757,038  |   |                  | March 2010     |                                       |   | 304,962  |  
|90 Day Eurodollar Futures           |  | 47                 |   |  |               | 11,351,497  |   |                  | December 2009  |                                       |   | (5,697   | )
|90 Day Eurodollar Futures           |  | 9                  |   |  |               | 2,184,955   |   |                  | June 2009      |                                       |   | (3,355   | )
|90 Day Eurodollar Futures           |  | 46                 |   |  |               | 11,118,391  |   |                  | December 2008  |                                       |   | (15,716  | )
|Germany Federal Republic Bonds 5yr  |  | 42                 |   |  |               | 6,450,608   |   |                  | December 2008  |                                       |   | 37,729   |  
|Germany Federal Republic Bonds 10yr |  | 36                 |   |  |               | 5,801,359   |   |                  | December 2008  |                                       |   | 31,516   |  
|Pound Sterling Futures              |  | 133                |   |  |               | 28,114,507  |   |                  | September 2009 |                                       |   | 99,978   |  
|U.K. Treasury Bonds                 |  | 43                 |   |  |               | 8,571,309   |   |                  | December 2008  |                                       |   | 13,856   |  
|U.S. Treasury Notes 10yr            |  | 405                |   |  |               | 47,061,051  |   |                  | December 2008  |                                       |   | (637,927 | )
|                                    |  |                    |   |  |               |             |   |                  |                |                                       |   |          |  
|                                    |  |                    |   |  |               |             |   |                  |                |                                       | $ | (118,677 | )
|                                    |  |                    |   |  |               |             |   |                  |                |                                       |   |          |  
|                                    |  |                    |   | 
|Short                               |  |                    |   |  |               |             |   |                  |                |                                       |   |          |  
|U.S. Treasury Notes 5yr             |  | (611               | ) |  |               | (68,244,155 | ) |                  | December 2008  |                                       | $ | (331,048 | )
|U.S. Treasury Bond Futures          |  | (390               | ) |  |               | (45,925,547 | ) |                  | December 2008  |                                       |   | 228,516  |  
|                                    |  |                    |   |  |               |             |   |                  |                |                                       |   |          |  
|                                    |  |                    |   |  |               |             |   |                  |                |                                       | $ | (102,532 | )
|                                    |  |                    |   |  |               |             |   |                  |                |                                       |   |          |  
|                                    |  |                    |   |  |               |             |   |                  |                |                                       | $ | (221,209 | )
|                                    |  |                    |   |  |               |             |   |                  |                |                                       |   |          |  



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(Unaudited)



I. Forward Foreign Currency Contracts

The Intermediate Bond Fund and the International Equity Fund may use forward foreign currency contracts to facilitate transactions in foreign securities
or as a hedge against the foreign currency exposure of either specific transactions or portfolio positions. When entering into a forward foreign currency contract, the Fund agrees to receive or deliver a fixed quantity of foreign currency for an
agreed-upon price on an agreed-upon future date. Such contracts are valued based upon the difference in the forward exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, and any resulting unrealized
gains or losses are recorded in the Funds financial statements. The Fund records realized gains or losses at the time the forward contract is extinguished by entry into a closing transaction or by delivery of the currency. Risks in foreign
currency contracts arise from the possible inability of counterparties to meet the contracts terms and from movements in currency values. As of September 30, 2008, the Intermediate Bond Fund held the following forward foreign currency
contracts:



|         |  |                |  |                                     |  |               |           |                |          |                                       |   |          |  
|-------- |  | -------------- |  | ----------------------------------- |  | ------------- | --------- | -------------- | -------- | ------------------------------------- | - | -------- | -
|Type     |  | Currency       |  | Principal AmountCovered by Contract |  | US DollarCost |           | SettlementDate |          | UnrealizedAppreciation/(Depreciation) |  
|Purchase |  | Euro           |  | 1,878,000                           |  | $             | 2,750,115 |                | 10/03/08 |                                       | $ | (105,525 | )
|Purchase |  | Euro           |  | 3,474,000                           |  |               | 4,887,744 |                | 10/03/08 |                                       |   | 4,325    |  
|Purchase |  | Pound Sterling |  | 238,000                             |  |               | 423,699   |                | 10/03/08 |                                       |   | 35       |  
|Purchase |  | Japanese Yen   |  | 205,791,000                         |  |               | 1,940,729 |                | 10/03/08 |                                       |   | 2,285    |  
|Purchase |  | Mexican Peso   |  | 50,039                              |  |               | 4,698     |                | 11/19/08 |                                       |   | (165     | )
|Purchase |  | Mexican Peso   |  | 24,000                              |  |               | 2,281     |                | 11/19/08 |                                       |   | (108     | )
|Sale     |  | Euro           |  | 1,706,000                           |  |               | 2,499,879 |                | 10/03/08 |                                       |   | 97,498   |  
|Sale     |  | Euro           |  | 1,879,000                           |  |               | 2,754,330 |                | 10/03/08 |                                       |   | 108,332  |  
|Sale     |  | Euro           |  | 1,767,000                           |  |               | 2,579,838 |                | 10/03/08 |                                       |   | 91,557   |  
|Sale     |  | Euro           |  | 3,474,000                           |  |               | 4,895,561 |                | 10/16/08 |                                       |   | (3,060   | )
|Sale     |  | Pound Sterling |  | 238,000                             |  |               | 432,251   |                | 10/03/08 |                                       |   | 8,517    |  
|Sale     |  | Pound Sterling |  | 238,000                             |  |               | 424,785   |                | 11/05/08 |                                       |   | (23      | )
|Sale     |  | Japanese Yen   |  | 205,791,000                         |  |               | 1,876,388 |                | 10/03/08 |                                       |   | (66,625  | )
|Sale     |  | Japanese Yen   |  | 205,791,000                         |  |               | 1,949,517 |                | 11/05/08 |                                       |   | (3,490   | )
|         |  |                |  |                                     |  |               |           |                |          |                                       |   |          |  
|         |  |                |  |                                     |  |               |           |                |          |                                       | $ | 133,553  |  
|         |  |                |  |                                     |  |               |           |                |          |                                       |   |          |  

J. Interest Rate Swap Contracts

The Intermediate Bond Fund may invest in swap contracts. A swap is an agreement to exchange the return generated by one instrument for the return
generated by another instrument. The Fund uses interest rate swap contracts to manage its exposure to interest rates. Interest rate swap contracts typically represent the exchange of commitments to make variable rate and fixed rate payments with
respect to a notional amount of principal. Swap contracts typically have a term of one to ten years, but typically require periodic interim settlement in cash, at which time the specified variable interest rate is reset for the next settlement
period. During the period that the swap contract is open, the contract is marked-to-market as the net amount due to or from the Fund in accordance with the terms of the contract based on the closing level of the interest accrual through valuation
date. Changes in the value of swap contracts are recorded as unrealized gains or losses. Periodic cash settlements on interest rate swaps are recorded as adjustments to realized gains or losses as are any up-front payments. Up-front payments are
recorded upon termination of the swap contract.

Entering into a swap contract involves, to varying degrees, elements of credit, market and
interest rate risk in excess of the amounts reported in the Statement of Assets and Liabilities. Notional principal amounts are used to express the extent of involvement in the transactions, but are not delivered under the contracts. Accordingly,
credit risk is limited to any amounts receivable from the counterparty. To reduce credit risk from potential counterparty default, the Fund enters into swap contracts with counterparties whose creditworthiness has been approved by the investment
advisor to the Fund. The Fund bears the market risk arising from any change in interest rates.



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(Unaudited)



At September 30, 2008, the Intermediate Bond Fund held the following interest rate swap
contracts:



|                |  |         |            |   |                   |                     |                 |            |               |                      |           |        |   |                                       |   |            |  
|--------------- |  | ------- | ---------- | - | ----------------- | ------------------- | --------------- | ---------- | ------------- | -------------------- | --------- | ------ | - | ------------------------------------- | - | ---------- | -
|                |  |         |            |   |                   |                     |                 |            | Rate Type     |                      |           |        |  
|Notional Amount |  | NetCost |            |   | Swap Counterparty |                     | TerminationDate |            | Floating Rate |                      | FixedRate |        |   | UnrealizedAppreciation/(Depreciation) |  
|15,100,000 BRL  |  | $       | (137,999   | ) |                   | Morgan Stanley (a)  |                 | 01/02/2012 |               | CDI-Brazil (c)       |           | 10.115 | % |                                       | $ | (626,941   | )
|4,000,000 BRL   |  |         | (35,463    | ) |                   | UBS (a)             |                 | 01/02/2012 |               | CDI-Brazil (c)       |           | 10.575 | % |                                       |   | (134,868   | )
|9,600,000 BRL   |  |         | (47,305    | ) |                   | UBS (a)             |                 | 01/02/2012 |               | CDI-Brazil (c)       |           | 12.540 | % |                                       |   | (100,618   | )
|21,400,000 BRL  |  |         | (113,331   | ) |                   | Morgan Stanley (a)  |                 | 01/02/2012 |               | CDI-Brazil (c)       |           | 12.540 | % |                                       |   | (216,416   | )
|2,000,000 BRL   |  |         | 9,641      |   |                   | Merrill Lynch (a)   |                 | 01/02/2012 |               | CDI-Brazil (c)       |           | 14.765 | % |                                       |   | 892        |  
|6,800,000 EUR   |  |         | (176,730   | ) |                   | Morgan Stanley (b)  |                 | 06/16/2014 |               | 6 Month EUR LIBOR    |           | 4.000  | % |                                       |   | 525,581    |  
|400,000 EUR     |  |         | 1,459      |   |                   | Barclays (b)        |                 | 09/17/2018 |               | 6 Month EUR LIBOR    |           | 5.000  | % |                                       |   | (15,709    | )
|2,000,000 EUR   |  |         | (65,491    | ) |                   | Barclays (b)        |                 | 09/17/2038 |               | 6 Month EUR LIBOR    |           | 5.000  | % |                                       |   | (140,082   | )
|200,000 EUR     |  |         | 999        |   |                   | Barclays (a)        |                 | 06/15/2010 |               | 6 Month EUR LIBOR    |           | 4.500  | % |                                       |   | (1,606     | )
|800,000 GBP     |  |         | 2,968      |   |                   | Morgan Stanley (a)  |                 | 09/18/2009 |               | 6 Month GBP LIBOR    |           | 6.000  | % |                                       |   | 3,074      |  
|3,900,000 GBP   |  |         | (81,468    | ) |                   | Morgan Stanley (a)  |                 | 09/17/2011 |               | 6 Month GBP LIBOR    |           | 4.500  | % |                                       |   | (43,869    | )
|4,300,000 GBP   |  |         | (23,436    | ) |                   | Morgan Stanley (b)  |                 | 06/15/2037 |               | 6 Month GBP LIBOR    |           | 4.000  | % |                                       |   | (96,841    | )
|5,100,000 GBP   |  |         | (20,879    | ) |                   | Barclays (b)        |                 | 06/15/2037 |               | 6 Month GBP LIBOR    |           | 4.000  | % |                                       |   | (121,776   | )
|600,000 GBP     |  |         | 2,598      |   |                   | Barclays (a)        |                 | 09/17/2013 |               | 6 Month GBP LIBOR    |           | 5.000  | % |                                       |   | (10,794    | )
|4,800,000 GBP   |  |         | (71,591    | ) |                   | Barclays (a)        |                 | 09/17/2011 |               | 6 Month GBP LIBOR    |           | 4.500  | % |                                       |   | (82,670    | )
|370,000,000 JPY |  |         | (8,218     | ) |                   | Barclays (b)        |                 | 12/17/2017 |               | 6 Month JPY LIBOR    |           | 2.000  | % |                                       |   | (89,832    | )
|108,000,000 MXN |  |         | 22,578     |   |                   | Merrill Lynch (a)   |                 | 11/04/2016 |               | MXN-TIIE-Banxico (d) |           | 8.170  | % |                                       |   | (383,176   | )
|2,000,000 USD   |  |         | 3,900      |   |                   | Merrill Lynch (b)   |                 | 01/23/2009 |               | 12 Month USD LIBOR   |           | 4.500  | % |                                       |   | 183,338    |  
|28,000,000 USD  |  |         | (185,733   | ) |                   | Merrill Lynch (a)   |                 | 12/17/2013 |               | 3 Month USD LIBOR    |           | 4.000  | % |                                       |   | 20,668     |  
|3,000,000 USD   |  |         | (42,300    | ) |                   | Merrill Lynch (b)   |                 | 12/17/2010 |               | 3 Month USD LIBOR    |           | 4.000  | % |                                       |   | 10,008     |  
|4,900,000 USD   |  |         | (37,583    | ) |                   | Merrill Lynch (b)   |                 | 12/17/2023 |               | 3 Month USD LIBOR    |           | 5.000  | % |                                       |   | (140,777   | )
|28,200,000 USD  |  |         | (1,220,497 | ) |                   | Bank of America (b) |                 | 12/17/2028 |               | 3 Month USD LIBOR    |           | 5.000  | % |                                       |   | 195,146    |  
|16,400,000 USD  |  |         | (492,246   | ) |                   | Citibank (b)        |                 | 12/17/2015 |               | 3 Month USD LIBOR    |           | 5.000  | % |                                       |   | (164,356   | )
|7,700,000 USD   |  |         | (201,868   | ) |                   | Merrill Lynch (b)   |                 | 12/17/2038 |               | 3 Month USD LIBOR    |           | 5.000  | % |                                       |   | (141,364   | )
|43,400,000 USD  |  |         | (388,133   | ) |                   | Citibank (a)        |                 | 12/17/2013 |               | 6 Month USD LIBOR    |           | 4.000  | % |                                       |   | 132,282    |  
|72,400,000 USD  |  |         | (1,046,139 | ) |                   | Morgan Stanley (a)  |                 | 12/17/2013 |               | 3 Month USD LIBOR    |           | 4.000  | % |                                       |   | 619,328    |  
|8,100,000 USD   |  |         | (520,891   | ) |                   | Morgan Stanley (b)  |                 | 12/17/2038 |               | 3 Month USD LIBOR    |           | 5.000  | % |                                       |   | 159,828    |  
|500,000 USD     |  |         | (46,000    | ) |                   | Barclays (b)        |                 | 12/17/2038 |               | 3 Month USD LIBOR    |           | 5.000  | % |                                       |   | 23,712     |  
|60,200,000 USD  |  |         | (959,535   | ) |                   | Barclays (a)        |                 | 12/17/2013 |               | 3 Month USD LIBOR    |           | 4.000  | % |                                       |   | 604,645    |  
|19,500,000 USD  |  |         | 275,461    |   |                   | Merrill Lynch (a)   |                 | 12/17/2018 |               | 3 Month USD LIBOR    |           | 5.000  | % |                                       |   | 466,487    |  
|4,400,000 USD   |  |         | (90,396    | ) |                   | Bank of America (b) |                 | 12/17/2038 |               | 3 Month USD LIBOR    |           | 5.000  | % |                                       |   | (105,737   | )
|6,900,000 USD   |  |         | (164,910   | ) |                   | Morgan Stanley (b)  |                 | 12/17/2015 |               | 3 Month USD LIBOR    |           | 5.000  | % |                                       |   | (111,343   | )
|13,300,000 USD  |  |         | 132,202    |   |                   | Bank of America (b) |                 | 12/17/2023 |               | 3 Month USD LIBOR    |           | 5.000  | % |                                       |   | (616,322   | )
|36,900,000 USD  |  |         | (201,313   | ) |                   | Bank of America (a) |                 | 12/17/2013 |               | 3 Month USD LIBOR    |           | 4.000  | % |                                       |   | (16,219    | )
|9,000,000 USD   |  |         | (119,250   | ) |                   | Citibank (b)        |                 | 12/17/2010 |               | 3 Month USD LIBOR    |           | 4.000  | % |                                       |   | 22,373     |  
|154,200,000 USD |  |         | (809,683   | ) |                   | Barclays (b)        |                 | 12/17/2010 |               | 3 Month USD LIBOR    |           | 4.000  | % |                                       |   | (850,150   | )
|12,800,000 USD  |  |         | 57,805     |   |                   | Merrill Lynch (b)   |                 | 05/21/2009 |               | CMM USD (e)          |           | 5.500  | % |                                       |   | (116,396   | )
|400,000 EUR     |  |         | 79         |   |                   | UBS (a)             |                 | 10/15/2010 |               | CPI - France (f)     |           | 2.146  | % |                                       |   | (1,916     | )
|                |  |         |            |   |                   |                     |                 |            |               |                      |           |        |   |                                       |   |            |  
|                |  | $       | (6,798,698 | ) |                   |                     |                 |            |               |                      |           |        |   |                                       | $ | (1,362,416 | )
|                |  |         |            |   |                   |                     |                 |            |               |                      |           |        |   |                                       |   |            |  



|(a) | Fund receives the fixed rate and pays the floating rate.
|--- | --------------------------------------------------------

|(b) | Fund receives the floating rate and pays the fixed rate.
|--- | --------------------------------------------------------

|(c) | CDI  Brazil is the interbank lending rate of Brazil as published by the Central Bank of Brazil.
|--- | ------------------------------------------------------------------------------------------------

|(d) | MXN  TIIE  Banxico is the Mexican Peso Floating Rate as published by El Banco de Mexico.
|--- | ------------------------------------------------------------------------------------------

|(e) | CMM USD is the Constant to Maturity method of accrual.
|--- | ------------------------------------------------------

|(f) | CPI  France is the Consumer Price Index of France.
|--- | ---------------------------------------------------



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(Unaudited)



K. Option and Swaption Contracts

The Intermediate Bond Fund (Fund) may purchase or write option contracts to manage exposure to fluctuations in interest rates or hedge the
fair value of other Fund investments. The premium paid by the Fund for the purchase of a call or put option is included in the Funds Statement of Assets and Liabilities as an investment and subsequently marked-to-market to reflect the current
market value of the option purchased. If an option which the Fund has purchased expires on its stipulated expiration date, the Fund realizes a loss for the amount of the cost of the option. If the Fund enters into a closing transaction, it realizes
a gain or loss, depending on whether the proceeds from the sale are greater or less than the cost of the option. If the Fund exercises a put option, it realizes a gain or loss from the sale of the underlying security and the proceeds from such sale
will be decreased by the premium originally paid. If the Fund exercises a call option, the cost of the security which the Fund purchases upon exercise will be increased by the premium originally paid.

The premium received by the Fund for a written option is recorded as a liability. The liability is marked-to-market based on the options quoted
daily settlement price. When an option expires or the Fund enters into a closing purchase transaction, the Fund realizes a gain (or loss if the cost of the closing purchase transaction exceeds the premium received when the option was sold) without
regard to any unrealized gain or loss on the underlying security and the liability related to such option is eliminated. When a written call option is exercised, the Fund realizes a gain or loss from the sale of the underlying security and the
proceeds from such sale are increased by the premium originally received. If a written put option is exercised, the amount of the premium originally received will reduce the cost of the security which the Fund is obligated to purchase.

The Intermediate Bond Fund may also purchase or write swaption contracts to manage exposure to fluctuations in interest rates or hedge the fair value
of other Fund investments. Swaption contracts entered into by the Fund typically represent an option that gives the purchaser the right, but not the obligation, to enter into a swap contract on a future date. If a call swaption is exercised, the
purchaser will enter into a swap to receive the fixed rate and pay a floating rate in exchange. Exercising a put would entitle the purchaser to pay a fixed rate and receive a floating rate.

Swaption contracts are marked-to-market at the net amount due to or from the Fund in accordance with the terms of the contract based on the closing level
of the relevant market rate of interest. Changes in the value of the swaption are reported as unrealized gains or losses. Gain or loss is recognized when the swaption contract expires or is closed. When the Fund writes a swaption, the premium
received is recorded as a liability and is subsequently adjusted to the current fair value of the swaption written. Premiums received from writing swaptions that expire unexercised are treated by the Fund on the expiration date as realized gains
from investments. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing
purchase, as a realized loss.

Entering into option and swaption contracts involves, to varying degrees, elements of credit, market and
interest rate risk in excess of the amounts reported in the Statement of Assets and Liabilities. To reduce credit risk from potential counterparty default, the Fund enters into these contracts with counterparties whose creditworthiness has been
approved by the advisor. The Fund bears the market risk arising from any change in index values or interest rates.

A summary of the written put options
for the nine month period ended September 30, 2008 is as follows:



|                               |  |                     |   |  |         |         |  
|------------------------------ |  | ------------------- | - |  | ------- | ------- | -
|Written Put Option Contracts   |  | Number of Contracts |   |  | Premium |        
|                               |  |                    
|Outstanding, beginning of year |  |                    |   |  | $       |        |  
|                               |  |                     |   |  |         |         |  
|                               |  |                    
|Options written                |  | 110                 |   |  |         | 85,663  |  
|Options exercised              |  |                    |   |  |         |        |  
|Options expired                |  |                    |   |  |         |        |  
|Options closed                 |  | (110                | ) |  |         | (85,663 | )
|                               |  |                     |   |  |         |         |  
|                               |  |                    
|Outstanding, end of period     |  |                    |   |  | $       |        |  
|                               |  |                     |   |  |         |         |  



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Notes to Financial Statements(Continued)

(Unaudited)



A summary of the written call options for the nine month period ended September 30, 2008 is as follows:



|                               |  |                     |   |  |         |         |  
|------------------------------ |  | ------------------- | - |  | ------- | ------- | -
|Written Call Option Contracts  |  | Number of Contracts |   |  | Premium |        
|                               |  |                    
|Outstanding, beginning of year |  |                    |   |  | $       |        |  
|                               |  |                     |   |  |         |         |  
|Options written                |  | 110                 |   |  |         | 34,100  |  
|Options exercised              |  |                    |   |  |         |        |  
|Options expired                |  |                    |   |  |         |        |  
|Options closed                 |  | (110                | ) |  |         | (34,100 | )
|                               |  |                     |   |  |         |         |  
|                               |  |                    
|Outstanding, end of period     |  |                    |   |  | $       |        |  
|                               |  |                     |   |  |         |         |  

For the nine month period ended September 30, 2008, the Fund had not entered into any
swaption contracts.

L. Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could differ from those estimates.

M. Indemnifications

In the normal course of business, the Trust enters into contracts that contain a variety of representations and that may contain general
indemnifications. The Trusts maximum exposure under these provisions is unknown, as this would involve future claims that may be made against the Trust. The Trust expects the risk of loss to be remote.

N. Recent Accounting Pronouncement

In March 2008, the Financial Accounting Standards Board (FASB) issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. The standard is intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entitys financial position and financial performance. It is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008. Management is currently in the process of determining the impact of the standard on the Collective Trusts financial statements.

On October 10, 2008, the FASB issued FSP FAS 157-3, Determining Fair Value in a Market That Is Not Active, on an expedited basis to help
entities measure fair value in markets that are not active. The FSP, which was effective upon issuance, is consistent with the joint press release issued by the FASB and the SEC on September 30, 2008, which provided general clarification of
guidance on determining fair value pursuant to SFAS No. 157 when markets are inactive. The FSP reiterates current accounting standards that require the investment securities of the Collective Trust to be recorded at fair value in our
consolidated statement of condition. Fair value continues to be defined as the price at which a transaction would occur between willing market participants on the measurement date. Consistent with the FSP, we continue to assess the amount and
quality of market information that supports our estimate of the fair value of the investment securities in the Collective Trusts Funds. Given current market illiquidity, we will continue to assess the Collective Trusts Funds valuations
to determine the most appropriate method for estimating the fair value of the Collective Trusts Funds.

In May 2008, the FASB issued
SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. The new standard identifies the sources of accounting principles to be used in the preparation of financial statements of nongovernmental entities that are
presented in conformity with GAAP, and refers to these sources as the GAAP hierarchy. The new standard is effective 60 days following the SECs approval of amendments to existing auditing standards by the Public Company Accounting Oversight
Board. We currently prepare our consolidated financial statements in conformity with the GAAP hierarchy as presented in the new standard, and do not expect its adoption to have a material impact on our consolidated financial condition or results of
operations.

3. Investment Advisory, Investment Management and Related Party Transactions

State Street has retained the services of the investment advisors listed below to advise it with respect to its investment responsibility and has
allocated the assets of certain of the Funds among the investment advisors. Each investment advisor recommends to State Street investments and reinvestments of the assets allocated to it in accordance with the investment policies of the applicable
Fund as described above. State Street exercises discretion with respect to the selection and retention of the investment advisors and may remove, upon consultation with ARF, an investment advisor at any time.

A fee is paid to each investment advisor for certain of the Funds based on the value of the assets allocated to that investment advisor and the
respective breakpoints agreed to in the advisors contract. These fees are accrued on a daily basis and paid monthly or quarterly from the allocated assets. Actual fees paid to each investment advisor during the nine month period ended
September 30, 2008 are listed below.



|                                                                      |  |                                 |  
|--------------------------------------------------------------------- |  | ------------------------------- | -
|Investment Advisor                                                    |  | Fee Rate RangeHighest to Lowest |  
|Alliance Capital Management L.P. (Large-Cap Value Equity)             |  | .50% to .15%                    |  
|Capital Guardian Trust Company (Large-Cap Growth Equity and Balanced) |  | .50% to .225%                   | *
|JP Morgan Fleming Asset Management Limited (International Equity)     |  | .75% to .45%                    |  
|Pacific Investment Management Company (Intermediate Bond)             |  | .50% to .25%                    |  
|Philadelphia International Advisors LP (International Equity)         |  | .75% to .45%                    |  



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Notes to Financial Statements(Continued)

(Unaudited)



|                                                          |  |                                
|--------------------------------------------------------- |  | -------------------------------
|Investment Advisor                                        |  | Fee Rate RangeHighest to Lowest
|Smith Asset Management Group, LP (Small-Cap Equity)       |  | .85% to .45%                   
|T. Rowe Price Associates, Inc. (Large-Cap Growth Equity)  |  | .50% to .35%                   
|Turner Investment Partners (Mid-Cap Growth Equity)        |  | .65% to .55%                   
|Wellington Management Company, LLP (Mid-Cap Value Equity) |  | .75% to .55%                   
|Wellington Management Company, LLP (Small-Cap Equity)     |  | .90% to .70%                   



|* | Subject to a 5% reduction based on aggregate fees. Reduction was in effect from January through June. Due to significant market value decline and withdrawals the reduction was
eliminated.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                  |  |                                                      |          
|----------------------------------------------------------------- |  | ---------------------------------------------------- | ---------
|Investment Advisor                                                |  | Fees for theNine MonthPeriod EndedSeptember 30, 2008
|Alliance Capital Management L.P. (Large-Cap Value Equity)         |  | $                                                    | 525,582  
|Capital Guardian Trust Company (Balanced)                         |  |                                                      | 384,688  
|Capital Guardian Trust Company (Large-Cap Growth Equity)          |  |                                                      | 336,974  
|JP Morgan Fleming Asset Management Limited (International Equity) |  |                                                      | 623,184  
|Pacific Investment Management Company (Intermediate Bond)         |  |                                                      | 929,872  
|Philadelphia International Advisors LP (International Equity)     |  |                                                      | 451,740  
|Smith Asset Management Group, LP (Small-Cap Equity)               |  |                                                      | 510,676  
|T. Rowe Price Associates, Inc. (Large-Cap Growth Equity)          |  |                                                      | 589,282  
|Turner Investment Partners (Mid-Cap Growth Equity)                |  |                                                      | 553,158  
|Wellington Management Company, LLP (Mid-Cap Value Equity)         |  |                                                      | 353,747  
|Wellington Management Company, LLP (Small-Cap Equity)             |  |                                                      | 756,374  
|                                                                  |  |                                                      |          
|                                                                  |  | $                                                    | 6,015,277
|                                                                  |  |                                                      |          

A separate program fee (Program fee) is paid to each of State Street Bank and ARF.
These fees are allocated to each Fund based on net asset value and are accrued daily and paid monthly from the assets of the Funds. (State Street does not receive any fees or payments in respect of expenses from the Collective Trust. Rather, State
Street is entitled to payment for services from State Street Bank.)

The ARF Program fee is based on the value of Program assets and the
following annual fee rates in effect during the nine month period ended September 30, 2008:



|                        |  |                          |  
|----------------------- |  | ------------------------ | -
|Value of Program Assets |  | Rate of ARF Program Fees |  
|First $500 million      |  | .075                     | %
|Next $850 million       |  | .065                     | %
|Next $1.15 billion      |  | .035                     | %



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Notes to Financial Statements(Continued)

(Unaudited)



|                        |  |                          |  
|----------------------- |  | ------------------------ | -
|Value of Program Assets |  | Rate of ARF Program Fees |  
|Next $1.5 billion       |  | .025                     | %
|Over $4 billion         |  | .015                     | %

ARF received Program fees of $1,262,238 for the nine month period ended September 30, 2008.
These fees are allocated to each Fund based on net asset value.

ARF and State Street Bank have agreed to adjust the State Street Bank
Program fee based upon the following schedule:



|                        |  |                                      |  
|----------------------- |  | ------------------------------------ | -
|Value of Program Assets |  | Rate of State Street BankProgram Fee |  
|First $2 billion        |  | .40                                  | %
|Next $1 billion         |  | .31                                  | %
|Next $1 billion         |  | .21                                  | %
|Over $4 billion         |  | .13                                  | %

For the nine month period ended September 30, 2008, State Street Bank received program fees
of $9,642,358.

Benefit payments under the Program generally are made by check. Within two business days before the check becomes payable,
funds for the payment of benefits are transferred to a non-interest bearing account with State Street Bank. No separate fee is charged for benefit payments; rather, State Street Bank retains any earnings attributable to outstanding benefit checks,
and these earnings have been taken into account in setting State Street Banks fees under the Program.

A fee is paid to State Street
Bank for its management, administration and custody of the assets in the investment options (other than Self-Managed Brokerage Accounts). This fee is accrued on a daily basis and paid monthly from the net assets of the Funds at the following rates:



|                             |  |      |  
|---------------------------- |  | ---- | -
|Value of Assets in all Funds |  | Rate |  
|First $1 billion             |  | .217 | %
|Next $1.8 billion            |  | .067 | %
|Over $2.8 billion            |  | .029 | %

For the nine month period ended September 30, 2008, State Street Bank received trustee,
management and administration fees of $2,759,647.

The Retirement Date Funds are subject to a management fee of .10% of the total annual
assets invested in the Retirement Date Funds, payable to State Street Bank. The fee is accrued daily and paid monthly. For the nine month period ended September 30, 2008, State Street Bank received Retirement Date Fund management fees of
$200,655.

During the nine month period ended September 30, 2008, the Program's custodian reimbursed the Small-Cap Equity Fund
$113,658 for losses attributable to a corporate action processing error.

4. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities excluding U.S. Government securities and short-term investments were as follows:



|                       |  |                                                   |            |       |   |            
|---------------------- |  | ------------------------------------------------- | ---------- | ----- | - | -----------
|                       |  | For the Nine Month Period EndedSeptember 30, 2008
|                       |  | Purchases                                         |            | Sales
|Balanced Fund          |  | $                                                 | 79,659,675 |       | $ | 114,510,117
|Index Equity Fund      |  |                                                   | 5,607,636  |       |   | 70,942,046 
|Intermediate Bond Fund |  |                                                   | 96,247,073 |       |   | 66,619,848 



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Notes to Financial Statements(Continued)

(Unaudited)



|                                     |  |                                                   |  |            
|------------------------------------ |  | ------------------------------------------------- |  | -----------
|                                     |  | For the Nine Month Period EndedSeptember 30, 2008
|                                     |  | Purchases                                         |  | Sales      
|International Equity Fund            |  | 63,393,108                                        |  | 92,688,733 
|Large-Cap Growth Equity Fund         |  | 141,273,855                                       |  | 218,197,000
|Large-Cap Value Equity Fund          |  | 42,316,102                                        |  | 88,886,832 
|Mid-Cap Growth Equity Fund           |  | 148,995,019                                       |  | 145,588,352
|Mid-Cap Value Equity Fund            |  | 25,630,988                                        |  | 35,676,843 
|Small-Cap Equity Fund                |  | 188,962,878                                       |  | 215,866,744
|Lifetime Income Retirement Date Fund |  | 21,898,833                                        |  | 6,922,550  
|2010 Retirement Date Fund            |  | 31,786,617                                        |  | 10,681,378 
|2020 Retirement Date Fund            |  | 60,648,307                                        |  | 8,642,398  
|2030 Retirement Date Fund            |  | 35,317,266                                        |  | 7,032,395  
|2040 Retirement Date Fund            |  | 19,678,582                                        |  | 3,305,073  

The aggregate cost of purchases and proceeds from sales of U.S. Government securities were as
follows:



|                       |  |                                                   |               |       |   |              
|---------------------- |  | ------------------------------------------------- | ------------- | ----- | - | -------------
|                       |  | For the Nine Month Period EndedSeptember 30, 2008
|                       |  | Purchases                                         |               | Sales
|Intermediate Bond Fund |  | $                                                 | 2,687,571,839 |       | $ | 2,683,867,913

5. Risks Associated with Investments of the Trust

The Funds of the Trust to the extent invested in the equity markets are subject to a variety of market and financial risks. Common stocks, the most
familiar type of equity security, represent an equity (ownership) interest in a corporation. Although common stocks and other equity securities have a history of long-term growth in value, their prices may fluctuate dramatically in the short term in
response to changes in market conditions, interest rates and other company, political and economic developments. In addition, investments in non-U.S. securities, including emerging markets equities, and in small capitalization and mid-capitalization
equity securities, involve special risks. For instance, smaller companies may be impacted by economic conditions more severely. Foreign securities risks include less investor protections, government failure or nationalization of businesses, exchange
rate risk and exchange restrictions, poorly developed financial reporting requirements, broker/dealer regulation, or foreign government taxation, financial markets or legal systems. Certain Funds, in addition to the more general risks associated
with equity investing, are subject to the more particular risks associated with investing in value stocks or growth stocks, as different types of stocks tend to shift into and out of favor depending on market and economic conditions. The value of
the Funds to the extent so invested in the equity markets will fluctuate, and the holders of units in the Funds should be able to tolerate changes, sometimes sudden or substantial, in the value of their investment.

The Funds, to the extent invested in fixed income securities, are subject to the risks associated with investing in such instruments. Fixed-income
securities such as bonds are issued to evidence loans that investors make to corporations and governments, either foreign or domestic. If prevailing interest rates fall, the market value of fixed-income securities that trade on a yield basis tends
to rise. On the other hand, if prevailing interest rates rise, the market value of fixed-income securities generally will fall. In general, the shorter the maturity, the lower the yield but the greater the price stability. These factors may have an
effect on the value of the Funds. A change in the level of interest rates will tend to cause the net asset value of the Fund to change. If such interest rate changes are sustained over time, the yield of the Funds will fluctuate accordingly.

Fixed-income securities, including corporate bonds, also are subject to credit risk. When a security is purchased, its anticipated yield
depends on the timely payment by the borrower of each interest and principal installment. Credit analysis and bond ratings take into account the relative likelihood that such timely payment will result. Bonds with a lower credit rating tend to have
higher yields than bonds of similar maturity with a better credit rating. However, to the extent the Funds invest in securities with medium or lower credit qualities, they are subject to a higher level of credit



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Notes to Financial Statements(Continued)

(Unaudited)



risk than investments in investment-grade securities. The credit quality of non investment-grade securities is considered speculative by recognized ratings
agencies with respect to the issuers continuing ability to pay interest and principal. Lower-grade securities may have less liquidity and a higher incidence of default than higher-grade securities. Furthermore, as economic, political and
business developments unfold, lower-quality bonds, which possess lower levels of protection with respect to timely payment, usually exhibit more price fluctuation than do higher-quality bonds of like maturity and the value of the Funds will reflect
this volatility. Moreover, the Funds rely to a significant extent on ratings issued by one or more nationally recognized credit rating agencies to assess the credit quality of securities in which it proposes to invest. There may be limitations on
the quality of such ratings. For instance, certain asset backed securities such as subprime CMOs and securities backed by bond insurance that initially received relatively high ratings were, in connection with the credit markets turbulence,
subsequently significantly downgraded. There is a risk of loss associated with securities even if initially highly rated, particularly in the case of collateralized debt obligations and other structured-finance investments that are often of
relatively higher complexity.

Recent events in both the equity and fixed income markets and in particular the financial sector have
resulted in an unusually high degree of volatility in the market and the Funds of the Collective Trust. The Collective Trusts investment in the financial sector has attributed to the volatility of the Collective Trusts Funds.

During the reporting period The Intermediate Bond Fund experienced a decrease in value of approximately $6.3 million on 7.6 million in Lehman
Brothers bonds. In the subsequent period, the Fund has maintained the holdings with no material change from the end of the reporting period.

6.
Securities Lending Income

The Funds in the Trust are authorized to participate in the Securities Lending Program administered by State
Street Bank, under which securities held by the Funds are loaned by State Street Bank, as the Funds lending agent, to certain brokers and other financial institutions (the Borrowers). The Borrowers provide cash, securities or
letters of credit as collateral against loans in an amount at least equal to 100% of the market value of the loaned securities. The Borrowers are required to maintain the collateral at not less than 100% of the market value of the loaned securities.
Cash collateral is invested in the State Street Quality D Short-Term Investment Fund.

Certain Funds in the Trust also invest in collective
investment funds which lend a portion of their securities to qualified Borrowers under identical collateral requirements described above.

A portion of the income generated upon investment of cash collateral is remitted to the Borrowers, and the remainder is allocated between the Fund lending the securities and State Street Bank in its capacity as lending agent.

At September 30, 2008, the Funds market value of securities on loan and collateral value received at amortized cost for securities loaned was
as follows:



|                         |  |                                  |             |                 |   |            
|------------------------ |  | -------------------------------- | ----------- | --------------- | - | -----------
|Fund                     |  | Market Value ofLoaned Securities |             | CollateralValue
|Balanced*                |  | $                                | 32,810,398  |                 | $ | 33,748,266 
|Intermediate Bond*       |  |                                  | 31,694,884  |                 |   | 32,355,513 
|International Equity*    |  |                                  | 30,603,156  |                 |   | 31,989,281 
|Large-Cap Growth Equity* |  |                                  | 61,862,780  |                 |   | 63,497,154 
|Large-Cap Value Equity*  |  |                                  | 18,101,373  |                 |   | 18,559,974 
|Mid-Cap Growth Equity*   |  |                                  | 42,544,342  |                 |   | 43,567,515 
|Mid-Cap Value Equity*    |  |                                  | 28,506,530  |                 |   | 29,401,648 
|Small-Cap Equity*        |  |                                  | 113,601,551 |                 |   | 116,780,048

As discussed in Note 1, normal daily activity of the units of Quality D continue to be issued and
redeemed at a constant $1.00 net asset value per unit, however restriction would apply to redemptions in connection with discontinuing participation in the lending program. At September 30, 2008 the market value of the investments in Quality D,
as reported by its trustee, was approximately 97.59% of amortized cost. Furthermore, as reported by the trustee as of September 30, 2008, all investments in Quality D were performing in accordance with their respective terms.



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(Unaudited)



|* | Collateral value includes non-cash collateral State Street Bank received in lieu of cash for securities on loan. The Funds receive a fee from the Borrowers to compensate for the
revenue lost from the inability to generate income from the investment of cash collateral. Non-cash collateral can be held in the form of securities issued or guaranteed by the United States Government or its agencies or instrumentalities,
convertible bonds denominated in US dollars, cash, irrevocable bank letters of credit issued by a person other than the borrower or an affiliate of the borrower, or Tri-party agreements backed by securities issued or guaranteed by the United States
government or its agencies. Non-cash collateral held at September 30, 2008 was in amounts as follows:
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                        |  |                          |        
|----------------------- |  | ------------------------ | -------
|Fund                    |  | Non-CashCollateral Value
|Balanced                |  | $                        | 6,816  
|International Equity    |  |                          | 230,516
|Large-Cap Growth Equity |  |                          | 689,864
|Large-Cap Value Equity  |  |                          | 30,600 
|Mid-Cap Value Equity    |  |                          | 388,328
|Small-Cap Equity        |  |                          | 14,148 

Non-cash collateral received for securities on loan is held in a segregated account by the lending
agent. The Funds are not entitled to any income from the securities. Should the borrowers fail to meet their obligations under the lending agreement, the Funds would take possession of the securities.

7. Participant Ownership

As of
September 30, 2008, a participant owned 6.03% of the outstanding units of the 2010 Retirement Date Fund.

8. Structured Portfolio Service
Termination

The offering of the Structural Portfolio Service consisting of the Conservative, Moderate and Aggressive Portfolios was
terminated on March 28, 2008. Participants in the portfolios of the Structured Portfolio Service were given an opportunity to direct the transfer of their assets so invested into other Investment Options prior to the termination. Any assets not
subject to a valid direction to be transferred to another investment option and hence remaining in the portfolios of the Structured Portfolio Service as of the date of their termination were transferred to the Funds underlying the portfolios of the
Structured Portfolio Service in accordance with such Funds respective weightings in such portfolios. See the Collective Trusts Quarterly Report on Form 10-Q for the period ended March 31, 2008.

9. Changes to the Collective Trust

Effective
July 1, 2008, CitiStreet LLC became a wholly owned subsidiary of ING Group, a Netherlands-based financial services company. Prior to such date, CitiStreet LLC had been jointly owned by State Street Bank and Citigroup, Inc. CitiStreet continues
to provide recordkeeping and other administrative services to the Program on behalf of State Street Bank pursuant to an existing service agreement entered into between State Street Bank and CitiStreet.

10. Stable Asset Return Fund Subsequent Event

During
2008, some of the underlying funds within the global synthetic investment contracts experienced depreciation as a result of the volatility and illiquidity in the fixed income securities market. According to the investment contract agreements, when
fair value of the investments falls below a defined value in the contract for an extended period of time, the contract issuers have the option of electing immunization of the contract. On October 24, 2008 State Street Corporation contributed $21.6
million in cash (the Infusion) into the SAFT to improve the fair value of the underlying investments in the global synthetic contracts. State Street Corporation received no units of SAFT or other considerations in return for the payment.
The cash was subsequently invested in the State Street Bank and Trust Company Yield Enhanced Short Term Fund and included as underlying investments of the contract. Upon the Infusion, the fair value of the investments remained below the defined
value in the contract but to a lesser degree. In addition, State Street Corporation purchased $132 million of asset-backed and mortgage-backed securities from SAFT at current market prices, as these securities were identified as having potential
downside valuation risk if the markets remain disrupted.

To date, the investment contract issuers have not elected immunization or
termination of the contracts. Because the investment contracts are considered fully benefit responsive and are recorded at contract value for purposes of the statement of net assets at period end, the Infusion had no impact to the unit holders.



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|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|------- | --------------------------------------------------------------------------------------

Quarter and Nine Months Ended September 30, 2008

Stable Asset Return Fund

The Stable Asset Return Fund invests primarily in investment contracts issued by insurance companies, banks or other financial institutions. The Stable
Asset Return Fund also invests in high quality money market instruments, including obligations of the United States government, notes, bonds and similar debt instruments of corporations, commercial paper, certificates of deposit and time deposits,
bankers acceptances, variable and indexed notes and repurchase agreements.

For the quarter ended September 30, 2008, the Stable
Asset Return Fund experienced a total return, net of expenses, of 0.94%. By comparison, a combination of the Ryan Labs Three Year GIC Index and the iMoneyNet MFR Prime Institutional Money Market Fund Average, weighted 70%/30%, respectively,
produced an investment record of 1.00% for the same period. For the nine months ended September 30, 2008, the Fund experienced a total return, net of expenses, of 2.95%, compared to an investment record of 3.13% for the
combination benchmark for the same period. The Ryan Labs Three Year GIC Index portion of the combination benchmark does not include an allowance for the fees that an investor would pay for investing in the instruments that comprise that index or for
fund expenses.

The Stable Asset Return Fund underperformed the combination benchmark for the quarter ended September 30, 2008. Quarterly
underperformance has been a result of persistent market volatility, which escalated to unprecedented heights in September. The ongoing market turmoil has led to lower valuations across the bond market. The effect of Fund expenses also lowered total
return as compared to the combination benchmark. September was one of the worst periods in history for the global financial markets. Not only did the U.S. government nationalize mortgage agencies Fannie Mae and Freddie Mac, but September also saw
one of the largest corporate failures as Lehman Brothers Holdings Inc. filed for Chapter 11 bankruptcy protection only a week after the agency bailouts. Merrill Lynch agreed to be taken over by Bank of America, and insurance giant AIG was bailed out
by the Federal Reserve with an $85 billion loan. Regulators also allowed Morgan Stanley and Goldman Sachs to apply for banking licenses. Towards the end of the month Washington Mutual filed for Chapter 11 bankruptcy protection and Wachovia agreed to
be taken over by Citigroup (although Wells Fargo has since appeared as a rival bidder) while the government tried to pass a $700 billion dollar bailout program. During the quarter, the Fund increased its exposures to the agency and agency mortgage
sectors by approximately 2% and 1%, respectively.

The Stable Asset Return Fund underperformed the combination benchmark for the nine month
period ended September 30, 2008. Year-to-date underperformance has been a result of persistent market volatility, which escalated to unprecedented heights in September. The ongoing market turmoil has led to lower valuations across the bond market.
The effect of Fund expenses also lowered total return as compared to the combination benchmark. The Fund continues to focus on maintaining liquidity and minimizing risk.

Intermediate Bond Fund

The Intermediate Bond Funds investment objective is to achieve a total
return from current income and capital appreciation by investing in a diversified portfolio of fixed income securities.

For the quarter
ended September 30, 2008, the Intermediate Bond Fund experienced a total return, net of expenses, of (3.86)%. By comparison, the Lehman Brothers Aggregate Bond Index produced an investment record of (0.49)% for the same period.
For the nine months ended September 30, 2008, the Fund experienced a total return, net of expenses, of (2.65)%, compared to an investment record of 0.63% for the Lehman Brothers Aggregate Bond Index for the same period. The Lehman
Brothers Aggregate Bond Index does not include an allowance for the fees that an investor would pay for investing in the securities that comprise the index or for fund expenses.



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The Intermediate Bond Fund, which is advised by Pacific Investment Management Company LLC, underperformed
the Lehman Brothers Aggregate Bond Index for the quarter ended September 30, 2008. With respect to the Funds interest rate strategy, duration exceeding that of the benchmark contributed to performance as yields fell worldwide. A focus on short
maturities in the U.S., U.K. and Europe was also positive as these yield curves steepened. However, implementing this strategy via money market futures was negative, as interbank lending rates rose. With respect to the Funds sector strategy,
an overweight to high quality agency-backed mortgage securities helped performance as these bonds outpaced the mortgage sector overall. An overweight to bonds of financial companies was a significant detractor from performance during the quarter as
contagion from sub-prime-related deleveraging swept through this sector despite unprecedented government support. Modest exposure to emerging market bonds and currencies was an additional negative for the Fund in the face of heightened global risk
aversion and worsening financial conditions in the U.S. Small holdings of municipal bonds detracted from performance as munis sold off amid a flight to Treasuries.

The Intermediate Bond Fund underperformed the Lehman Brothers Aggregate Bond Index for the nine month period ended September 30, 2008. With respect to the Funds sector strategy, an overweight to high quality
agency-backed mortgage securities helped performance as these bonds outpaced the mortgage sector overall. Year to date, these bonds have added value to the Fund. An overweight to bonds of financial companies was a significant detractor from
performance during the year-to-date period, as contagion from sub-prime-related deleveraging swept through this sector despite unprecedented government support.

Balanced Fund

The Balanced Fund invests in publicly-traded common stocks, other equity-type securities, medium- to
long-term debt securities with varying maturities and money market instruments. The Balanced Fund seeks 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.

For the quarter ended September 30, 2008, the Balanced Fund experienced a total return, net of
expenses, of (7.68)%. By comparison, a combination of the Russell 1000 Index and the Lehman Brothers Aggregate Bond Index, weighted 60%/40%, respectively, produced an investment record of (5.82)% for the same period. For the nine
months ended September 30, 2008, the Fund experienced a total return, net of expenses, of (14.71)%, compared to an investment record of (11.71)% for the combination benchmark for the same period. The Russell 1000 Index and the
Lehman Brothers Aggregate Bond Index do not include an allowance for the fees that an investor would pay for investing in the securities that comprise the indices or for fund expenses.

For the quarter ended September 30, 2008, the equity segment of the Balanced Fund, which is advised with the assistance of Capital Guardian Trust
Company, underperformed the Russell 1000 Index. Quarterly returns for the equity segment were held back primarily by stock selection in the financials sector, particularly among thrifts and mortgage companies. In addition, an overweight to and stock
selection in materials weighed on results as commodity prices retreated.

For the quarter ended September 30, 2008, the debt segment of the
Balanced Fund, which is advised with the assistance of Pacific Investment Management Company LLC, underperformed the Lehman Brothers Aggregate Bond Index. With respect to the Funds interest rate strategy, duration exceeding that of the
benchmark contributed to performance as yields fell worldwide. A focus on short maturities in the U.S., U.K. and Europe was also positive as these yield curves steepened. However, implementing this strategy via money market futures was negative, as
interbank lending rates rose. With respect to the Funds sector strategy, an overweight to high quality agency-backed mortgage securities helped performance as these bonds outpaced the mortgage sector overall. An overweight to bonds of
financial companies was a significant detractor from performance during the quarter as contagion from sub-prime-related deleveraging swept through this sector despite unprecedented government support. Modest exposure to emerging market bonds and
currencies was an additional negative for the debt segment in the face of heightened global risk aversion and worsening financial conditions in the U.S. Small holdings of municipal bonds detracted from performance as munis sold off amid a flight to
Treasuries.

For the nine months ended September 30, 2008, the equity segment of the Balanced Fund, which is advised with the assistance of
Capital Guardian Trust Company, underperformed the Russell 1000 Index. For the year to date, stock selection in financials has been the single largest detractor followed by stock selection in the information technology sector.

For the nine months ended September 30, 2008, the debt segment of the Balanced Fund, which is advised with the assistance of Pacific Investment
Management Company LLC, underperformed the Lehman Brothers Aggregate Bond Index. With respect to the Funds sector strategy, an overweight to high quality agency-backed mortgage securities helped performance as these bonds outpaced the mortgage
sector overall. Year to date, these bonds have added value to the debt segment. An overweight to bonds of financial companies was a significant detractor from performance during the year-to-date period, as contagion from sub-prime-related
deleveraging swept through this sector despite unprecedented government support.



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Large-Cap Value Equity Fund

The Large-Cap Value Equity Fund seeks to outperform, over extended periods of time, broad measures of the domestic stock market. The Fund invests primarily in common stocks and other equity-type securities of
companies with market capitalizations, at the time of purchase, of greater than $1 billion that in the opinion of State Street and the Funds Investment Advisor are undervalued in the marketplace. A portion of the Fund (approximately 25%) is
invested to replicate the Russell 1000 Value Index, which is comprised of those Russell 1000 stocks with a greater than average value orientation. The remainder of the Large-Cap Value Equity Fund is actively managed.

For the quarter ended September 30, 2008, the Large-Cap Value Equity Fund experienced a total return, net of expenses, of (7.70)%. By
comparison, the Russell 1000 Value Index produced an investment record of (6.11)% for the same period. For the nine months ended September 30, 2008, the Fund experienced a total return, net of expenses, of (23.16)%, compared to an
investment record of (18.85)% for the Russell 1000 Value Index for the same period. The Russell 1000 Value Index does not include an allowance for the fees that an investor would pay for investing in the securities that comprise that index or
for fund expenses.

For the quarter ended September 30, 2008, the actively managed portion of the Large-Cap Value Equity Fund, which is
advised with the assistance of AllianceBernstein L.P., underperformed the Russell 1000 Value Index. Relative performance was hurt by financial holdings as many of the most attractively valued opportunities identified by research continued to be
punished in this environment of uncertainty. The largest detractors from performance were AIG, Fannie Mae and Freddie Mac. The portfolio sold its positions in Fannie Mae and Freddie Mac but retained a position in AIG while evaluating the
implications of the governments plan to shore up the companys capital base.

The performance of the indexed portion of the
Large-Cap Value Equity Fund for the quarter ended September 30, 2008 was consistent with the Russell 1000 Value Index after taking Fund expenses into account.

For the nine month period ended September 30, 2008, the actively managed portion of the Large-Cap Value Equity Fund, which is advised with the assistance of AllianceBernstein L.P., underperformed the Russell 1000
Value Index. Relative performance was hurt by financial holdings as many of the most attractively valued opportunities identified by research continued to be punished in this environment of uncertainty. The largest detractors from performance were
AIG, Fannie Mae and Freddie Mac. The portfolio sold its positions in Fannie Mae and Freddie Mac but retained a position in AIG while evaluating the implications of the governments plan to shore up the companys capital base. Research had
suggested that all three companies were well capitalized or had access to capital to survive the credit crisis. Other financial holdings appear to be less sensitive to the short-term funding issues plaguing the industry. Indeed, bank holding
JPMorgan Chase was among the biggest contributors to relative returns. Another contributor was SPX Corporation. Shares of the industrial conglomerate rose after its board declared a quarterly dividend. In addition, SPXs first-quarter earnings
exceeded consensus estimates, supported by strength in its thermal equipment and services segment.

The performance of the indexed portion
of the Large-Cap Value Equity Fund for the nine month period ended September 30, 2008 was consistent with the Russell 1000 Value Index after taking Fund expenses into account.



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Large-Cap Growth Equity Fund

The Large-Cap Growth Equity Fund invests primarily in common stocks and other equity-type
securities of companies with market capitalizations greater than $1 billion at the time of purchase that are believed to have strong earnings growth potential. The Large-Cap Growth Equity Fund seeks to achieve long-term growth of capital through
increases in the value of the securities it holds and to realize income principally from dividends on such securities. A portion of the Large-Cap Growth Equity Fund (approximately 331/3%) is invested to replicate the Russell 1000 Growth Index, which is comprised of those Russell 1000 securities with a greater than average growth orientation. The remainder of the Large-Cap Growth Equity
Fund is actively managed in two portions of approximately 331/3% each of the assets of the Fund, subject to differences in relative performance. The
Large-Cap Growth Equity Fund seeks to achieve, over an extended period of time, total returns that are comparable to or superior to those attained by broad measures of the domestic stock market.

For the quarter ended September 30, 2008, the Large-Cap Growth Equity Fund experienced a total return, net of expenses, of (12.32)%. By
comparison, the Russell 1000 Growth Index produced an investment record of (12.33)% for the same period. For the nine months ended September 30, 2008, the Fund experienced a total return, net of expenses, of (20.75)%, compared to
an investment record of (20.27)% for the Russell 1000 Growth Index for the same period. The Russell 1000 Growth Index does not include an allowance for the fees that an investor would pay for investing in the securities that comprise the
index or for fund expenses.

The portion of the Large-Cap Growth Equity Fund advised with the assistance of Capital Guardian Trust Company
outperformed the Russell 1000 Growth Index for the quarter ended September 30, 2008. Quarterly returns outpaced the benchmark due primarily to stock selection and overweight in health care, which benefited partly from mergers and acquisitions
activity. Stock selection in industrials and an underweight position in energy also helped relative performance. Quarterly results were hampered by an underweight in consumer staples and stock selection in information technology.

The portion of the Large-Cap Growth Equity Fund advised with the assistance of T. Rowe Price Associates, Inc. underperformed the Russell 1000 Growth
Index for the quarter ended September 30, 2008. Stock selection in information technology detracted from relative performance, notably in the computers and peripherals and semiconductors and semiconductor equipment industries. Marvell Technology,
Broadcom, and Apple detracted from relative performance. An underweight allocation to consumer staples impaired relative results. Stock selection in financials, where holdings are concentrated in capital markets, detracted from relative performance
as Morgan Stanley and Goldman Sachs came under intense pressure. An underweight position to energy was the primary contributor to relative performance. Stock selection across the sector also added value. Energy was one of the worst performing
sectors during the period, as energy prices fell steadily, driving down the performance of energy firms. An overweight in consumer discretionary also proved beneficial.

The performance of the indexed portion of the Fund for the quarter ended September 30, 2008 was consistent with the Russell 1000 Growth Index after taking Fund expenses into account.

The portion of the Large-Cap Growth Equity Fund advised with the assistance of Capital Guardian Trust Company outperformed the Russell 1000 Growth Index
for the nine month period ended September 30, 2008. For the year to date period, performance was helped primarily by stock selection in healthcare, followed by stock selection in industrials and energy stocks. Stock selection in the consumer staples
and financials sectors have been the biggest detractors to the portfolio for the year to date period.

The portion of the Large-Cap Growth
Equity Fund advised with the assistance of T. Rowe Price Associates, Inc. underperformed the Russell 1000 Growth Index for the nine month period ended September 30, 2008. Stock selection detracted from relative results as an underweight allocation
to consumer staples detracted from performance. Stock selection also impaired relative results in consumer discretionary, notably in hotels, restaurants and leisure. Stock selection detracted from relative performance in information technology;
holdings in computers and peripherals and software impaired results. An overweight allocation to health care contributed to relative results; the energy and financials sectors also aided performance relative to the benchmark. Top contributors in the
year to date period included Genentech, Visa, Celgene, and Corning. Major detractors during the period included Google, Apple, Juniper Networks, and Microsoft.

The performance of the indexed portion of the Fund for the nine month period ended September 30, 2008 was consistent with the Russell 1000 Growth Index after taking Fund expenses into account.



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Index Equity Fund

The Index Equity Fund seeks to replicate the total return of the Russell 3000 Index by investing in stocks included in the Russell 3000 Index, with the overall objective of achieving long-term growth of capital. The
Russell 3000 Index represents approximately 98% of the U.S. equity market based on market capitalization of the companies in the Russell 3000 Index.

For the quarter ended September 30, 2008, the Index Equity Fund experienced a total return, net of expenses, of (8.76)%. By comparison, the Russell 3000 Index produced an investment record of
(8.73)% for the same period. For the nine months ended September 30, 2008, the Fund experienced a total return, net of expenses, of (19.01)%, compared to an investment record of (18.81)% for the Russell 3000 Index for the
same period. The Russell 3000 Index does not include an allowance for the fees that an investor would pay for investing in the securities that comprise that index or for fund expenses.

The performance of the Index Equity Fund for the quarter ended September 30, 2008 was consistent with the Russell 3000 Index after taking Fund expenses
into account.

The performance of the Index Equity Fund for the nine month period ended September 30, 2008 was consistent with the Russell
3000 Index after taking Fund expenses into account.

Mid-Cap Value Equity Fund

The Mid-Cap Value Equity Fund seeks to outperform, over extended periods of time, broad measures of the domestic stock market. The Fund invests primarily
in equity securities of companies with market capitalizations of between $1 billion and $12 billion at the time of investment. The Fund seeks to achieve growth of capital through investing primarily in common stocks of medium-sized companies
believed to be attractively priced relative to their future earnings power. The Fund seeks to emphasize sectors and securities State Street and the Investment Advisor consider undervalued.

For the quarter ended September 30, 2008, the Mid-Cap Value Equity Fund, which is advised with the assistance of Wellington Asset Management
Company, LLP, experienced a total return, net of expenses, of (10.75)%. By comparison, the Russell Mid-Cap Value Index produced an investment record of (7.52)% for the same period. For the nine months ended
September 30, 2008, the Fund experienced a total return, net of expenses, of (24.63)%, compared to an investment record of (15.46)% for the Russell Mid-Cap Value Index for the same period. The Russell Mid-Cap Value Index does not
include an allowance for the fees that an investor would pay for investing in the securities that comprise that index or for fund expenses.



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The Mid-Cap Value Equity Fund underperformed the Russell Mid-Cap Value Index for the quarter ended
September 30, 2008. Negative relative results in eight sectors, led by financials and materials, outweighed the positive relative performance from the health care and industrials sectors. Detractors from performance included an underweight to and
security selection within the financials sector. Portfolio holdings Sovereign Bancorp, Washington Mutual, and National City hurt performance. Stock selection and an overweight to the materials sector also weighed on returns. Underperformers within
this sector were fertilizer company Agrium and mining stock Cleveland-Cliffs. Agrium declined 48% during the quarter, while shares of Cleveland-Cliffs fell 55%. Several other highly unusual trends exaggerated the shortfall: 1) hedge funds (which
populate mid-cap ownership ranks to a higher degree than large-cap ownership ranks) raised record cash to handle redemptions  so the most shorted stocks outperformed everything else, and the portfolio had the least exposure to this group; 2)
smaller market caps trounced larger market caps  the portfolio was much more biased towards the latter; 3) high dividend yielders beat low dividend yielders  the portfolio was overweight in the latter; and 4) stocks with no earnings beat
the lowest P/E quintile of the Index by over 1600 basis points. Contributors to performance included security selection within the health care sector, due in part to Barr Pharmaceuticals and West Pharmaceuticals. Shares of Barr Pharmaceuticals rose
as the company agreed to a takeover offer by Teva Pharmaceuticals at a significant valuation premium. The industrials sector also benefited from strong holdings such as Northwest Airlines, whose shares rebounded off their compressed levels due to
falling jet fuel costs. Shares of Werner, a truckload and logistics company, also rose during the quarter.

The Mid-Cap Value Equity Fund
underperformed the Russell Mid-Cap Value Index for the nine month period ended September 30, 2008. Performance from holdings in the financials and energy sectors detracted from results relative to the index. Within the financials sector, the
Funds holdings in Ambac and Sovereign Bancorp hurt performance. Also detracting from performance was security selection within the energy sector. The Funds allocation to Newfield Exploration detracted the most from relative results.
Newfields stock decline of 40% was attributable in part to the drop in prices of oil and gas. Although each of the ten sectors detracted from relative performance, several noteworthy holdings contributed to portfolio performance overall. Among
these contributors were Barr Pharmaceuticals, Reinsurance Group of America, and M&T Bank. Barr Pharmaceuticals had a strong third quarter, which drove year-to-date performance. Shares of Reinsurance Group of America, a global life reinsurer,
rose during the quarter, as did shares of coal producer Arch Coal.

Mid-Cap Growth Equity Fund

The Mid-Cap Growth Equity Fund invests primarily in common stocks and other equity-type securities of companies with market capitalizations of between $1
billion and $12 billion at the time of investment that State Street and the Funds Investment Advisor believe have strong earnings growth potential. The Mid-Cap Growth Equity Fund seeks 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.

For the quarter ended September 30, 2008,
the Mid-Cap Growth Equity Fund, which is advised with the assistance of Turner Investment Partners, Inc. experienced a total return, net of expenses, of (21.08)%. By comparison, the Russell Mid-Cap Growth Index produced an investment record
of (17.75)% for the same period. For the nine months ended September 30, 2008, the Fund experienced a total return, net of expenses, of (28.29)%, compared to an investment record of (23.35)% for the Russell Mid-Cap Growth
Index for the same period. The Russell Mid-Cap Growth Index does not include an allowance for the fees that an investor would pay for investing in the securities that comprise that index or for fund expenses.

The Mid-Cap Growth Equity Fund underperformed the Russell Mid-Cap Growth Index for the quarter ended September 30, 2008. Relative results in the
producer durables and material/processing sectors detracted the most from performance as the decline in the price of commodities impacted these holdings. The financial services and health care sectors provided the best downside protection. The
producer durables sector detracted the most from results when compared to the benchmark as the market transitioned from late cycle to early cycle holdings as some of the late cycle issuers did not respond favorably in this volatile market. A few
holdings of note that were hit hard during the quarter were Flowserve Corp., a provider of fluid motion and control products and services, and Cummins Inc., a manufacturer and distributor of diesel engines.

Within the materials/processing sector, the decline in commodity prices handcuffed holdings, highlighted by a major sell-off in early to mid-July. Steel
maker Steel Dynamics Inc. and coal producer Walter Industries were two holdings that came under pressure during the quarter (after experiencing tremendous gains during the first six months of the year) as the economic global slowdown diminished
demand for commodities. Although the Fund continued to be invested in commodity related holdings, the exposure to areas like steel, coal, and precious metals were reduced.



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In light of the unprecedented financial crisis, the Fund continued to avoid credit sensitive companies,
which helped financial holdings contribute the most to relative results for the quarter. Regional and savings banks along with stock selection within REITs continued to be the recipe for success in this area. Hudson City Bancorp Inc., one of the
largest New Jersey banks, was one of the few companies within the financials space that produced positive returns for the quarter. Attractive spreads on jumbo mortgages and a widening yield curve helped its performance. Public Storage traded higher
after Hurricane Ike passed through the Houston area and displaced many people from their homes, which led to increased demand for storage sites. The storage provider is also benefiting from the ongoing housing dislocation as more people use its
services.

The health care sector also contributed to gains for the period as the more stable, defensive holdings in this area typically
fare better in an unpredictable market environment. Health care service companies contributed the most to gains within the sector, highlighted by Express Scripts, a pharmacy benefit manager. The company reported a strong quarter and companies like
Express Scripts may benefit from the conversion of branded drugs to generic drugs as a result of expiring patents.

The Mid-Cap Growth
Equity Fund underperformed the Russell Mid-Cap Growth Index for the nine month period ended September 30, 2008. For the year-to-date period, the consumer discretionary and technology sectors detracted the most from relative performance. In the
technology sector, semiconductor holdings hurt relative performance on a year-to-date basis. The consumer sector has been particularly challenging in the year-to-date period, as consumers have been under pressure due to the rapid increase in oil
prices early in the year, the rise in unemployment and the inability to finance items on credit. The Fund maintained its positions in non-consumer holdings like printing company Vista Print and consulting firm FTI Consulting Inc., both of which
produced positive relative results for the Fund. Vista Print benefited from a focus on cutting costs when compared to its competitors and FTI Consulting traded higher as a result of increased bankruptcy activity. At period-end the Fund favored early
cycle securities and likes the internet and consulting firms with attractive growth prospects.

Energy holdings posted the greatest amount
of excess return relative to the benchmark, primarily as a result of the rising commodity prices earlier in the year. Since the price of commodities peaked at the end of the second quarter, the Fund reduced its exposure to companies specializing in
oil and gas production, coal, and drillers as the demand for commodities has fallen considerably. However, off-shore oil service and equipment companies are currently favored as highlighted with the holding in Smith International Inc.

Small-Cap Equity Fund

The Small-Cap Equity Fund
invests primarily in equity securities of companies with market capitalizations of $2.5 billion or less at the time of investment. These companies may include new companies and companies that may benefit from new technologies, new product or service
developments or management changes. The Small-Cap Equity Fund seeks 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. A portion of the Fund is
invested to replicate the Russell 2000 Index, which is comprised of the 2,000 companies in the Russell 3000 Index with the smallest market capitalization. The remainder of the Fund is actively managed with the assistance of Wellington Management
Company, LLP and Smith Asset Management Group, L.P.

For the quarter ended September 30, 2008, the Small-Cap Equity
Fund experienced a total return, net of expenses, of (6.18)%. By comparison, the Russell 2000 Index produced an investment record of (1.11)% for the same period. For the nine months ended September 30, 2008, the Fund experienced a
total return, net of expenses, of (12.74)%, compared to an investment record of (10.38)% for the Russell 2000 Index for the same period. The Russell 2000 Index does not include an allowance for the fees that an investor would pay for
investing in the securities that comprise that index or for fund expenses.

The portion of the Small-Cap Equity Fund advised with the
assistance of Wellington Asset Management Company, LLP underperformed the Russell 2000 Index for the quarter ended September 30, 2008. The portfolio underperformed its benchmark, as six of the ten broad market sectors trailed the Index due to
security selection. Information technology and financials were the biggest detractors. Security selection in the information technology sector detracted from performance. The portfolios exposure to ON Semiconductor Corp. and THQ Inc. hurt
results. ON Semiconductor Corp., a global supplier of power and data management semiconductors, fell amid concerns that a weakening economy would decrease demand for the companys products. Shares of THQ Inc., a video game maker, fell as
management lowered guidance due to weaker-than-expected sales. Security selection within the financials sector also hurt relative results, led by asset manager Waddell & Reed, whose shares fell over 28% during the quarter. Also detracting from
performance was the portfolios lack of exposure to bank names Colonial Bancgroup and Cathay General Bancorp, each of which rose over 80% during the third quarter. Security selection within the health care sector added to performance, helped by
strong performers Celera and Regeneron Pharmaceuticals. Celera, a medical diagnostic products and services company, reported revenue that exceeded expectations. Shares of Regeneron, a biopharmaceutical company, rose on positive news for the
firms drugs that target macular degeneration and gout. The portfolio also benefited from its consumer staples holdings, including United Natural Foods, an organic and natural foods distributor, and Hain Celestial, an organic food and personal
care products company.



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The portion of the Small-Cap Equity Fund advised with the assistance of Smith Asset Management Group,
L.P. underperformed the Russell 2000 Index for the quarter ended September 30, 2008. Negative contributing sectors included financials and industrials. The portfolio was underweight financials. Many poorer quality companies that had dropped
considerably due to the subprime mortgage crisis rallied during the quarter, causing companies in the financial sector of the benchmark to be up 16.8% versus companies in the financial sector of the portfolio rising only 7.7%. In the industrials
sector, both an overweight position in this sector and the underperformance of the stocks in the sector detracted from performance. Companies in the portfolio were down 14.2% versus companies in the benchmark declining only 4.5%. At the sector
level, positive relative performance for the quarter was derived primarily by an underweight sector position and good stock selection in the materials sector. On a relative basis, information technology was the second best sector during the quarter.
The portfolio was overweight the sector and companies in the information technology sector of the portfolio were down 3.82% versus companies in the information technology sector of the benchmark declining 5.44%.

The performance of the indexed portion of the Small-Cap Equity Fund for the quarter ended September 30, 2008 was consistent with the Russell 2000 Index
after taking Fund expenses into account.

The portion of the Small-Cap Equity Fund advised with the assistance of Wellington Asset
Management Company, LLP underperformed the Russell 2000 Index for the nine month period ended September 30, 2008. The portfolios bottom-up investment approach trailed the Index for the year-to-date period, as seven of the ten broad market
sectors underperformed. Security selection within the information technology sector was the primary detractor from relative results for the year-to-date period. The portfolios overweight position in ExlService Holdings, Inc., a provider of
business service outsourcing, research and analytics, and advisory services, was a negative contributor. Within the financials sector, the portfolios exposure to First Community Bancorp, a holding company for First Community Bank of America,
and AmericanWest Bancorp, a holding company for AmericanWest Bank, detracted from relative results. Shares of the banks fell approximately 46% and 91%, respectively, and the portfolios overweight positions hurt performance. Within the
materials sector, the portfolios exposure to Cleveland-Cliffs, a producer of iron ore pellets, aided performance. During the first half of the year, Cleveland-Cliffs posted strong returns driven by higher demand for coal and iron ore. Also
additive to performance was the portfolios overweight to strong performer Solutia Incorporated. The portfolios energy holdings also contributed to relative performance. The portfolio benefited from an overweight to strong performer
Whiting Petroleum, an independent oil and gas exploration and production company. Also aiding performance was Penn Virginia, an oil and gas exploration company that benefited from the rise in oil and gas prices earlier this year.

The portion of the Small-Cap Equity Fund advised with the assistance of Smith Asset Management Group, L.P. underperformed the Russell 2000 Index for the
nine month period ended September 30, 2008. Negative contributing sectors for the year to date period included technology, health care and financials, all largely due to overweight or underweight positions relative to the benchmark. For the year,
consumer discretionary stocks have made the largest positive contribution primarily from stock selection.

The performance of the indexed
portion of the Small-Cap Equity Fund for the nine months ended September 30, 2008 was consistent with the Russell 2000 Index after taking Fund expenses into account.

International Equity Fund

The International Equity Funds investment objective is to seek
long-term growth of capital through investment primarily in common stocks of established non-U.S. companies. The Fund seeks to diversify investments broadly among developed and emerging countries and generally to have at least three different
countries represented in the portfolio. The International Equity Fund seeks to achieve, over an extended period of time, total returns comparable to or superior to broad measures of the international (non-U.S.) stock market.

For the quarter ended September 30, 2008, the International Equity Fund experienced a total return, net of expenses, of
(21.05)%. By comparison, the Morgan Stanley Capital International Europe, Australasia, and Far East Index (the MSCI EAFE Index) produced an investment record of (20.56)% for the same period. For further
comparison, the Morgan Stanley Capital International All-Country World Ex-U.S. Free Index (the MSCI ACWI ex-USA Index) produced an investment record of (21.91)% for the same period. For the nine months ended September 30,
2008, the Fund experienced a total return, net of expenses, of (29.24)%, compared to an investment record of (29.26)% for the MSCI EAFE Index and an investment record of (29.85)% for the MSCI ACWI ex-USA Index for the same period. The
International Equity Fund began using the MSCI EAFE Index as its primary benchmark effective January 1, 2008 because the MSCI EAFE Index reflects less exposure to developing countries and is thus believed to be more closely reflective of the
Funds portfolio. Neither the MSCI EAFE Index nor the MSCI ACWI ex-USA Index includes an allowance for the fees that an investor would pay for investing in the securities that comprise that index or for fund expenses.



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The portion of the International Equity Fund advised with the assistance of JPMorgan Asset Management
(UK) Limited outperformed the MSCI EAFE Index for the quarter ended September 30, 2008. Stock selection in the areas of materials, technology, industrials, healthcare and financials all contributed positively to relative performance while consumer
discretionary and telecoms detracted. Regionally, value was added in Continental Europe, the U.K. and emerging markets but lagged in Japan and the Pacific basin. Despite continued turmoil in the financial sector, a number of financial holdings were
among the largest individual contributors to relative performance. HDFC Bank, China Life, Axa and Zurich Financial Services all posted gains during the period, defying the market downturn. On the other end of the spectrum, resource-oriented holdings
like BHP Billiton, Petrobras and CVRD were among the worst individual performers as the price of oil and other commodities plunged on recession fears. Despite the pullback, however, materials holdings held up better than the sector in general as the
portfolio avoided some of the worst performers within that space.

The portion of the International Equity Fund advised with the assistance
of Philadelphia International Advisors, LP underperformed the MSCI EAFE Index for the quarter ended September 30, 2008. While good performance was achieved via stock selection in sectors such as consumer discretionary and industrials as well as the
French market, overall performance lagged for several reasons. First, a considerable underweight position in consumer staples hurt relative returns, as this sector was the second-best performing in the index after healthcare. This underweight is due
to the portfolios investment philosophy and an emphasis on stocks offering attractive valuation. The defensive qualities of consumer staples have long been recognized by the stock market, and the resulting expensive valuation has led the
portfolio to reduce this exposure over time. The second key driver of underperformance resulted from the severity of the current financial crisis. Over the past 12 months, financials and other economically sensitive sectors have offered attractive
characteristics from a pure valuation perspective. However, the severity of this financial crisis has pushed financials fundamentals to the brink and essentially rendered cheap valuation meaningless thus far. This hurt portfolio returns in the third
quarter as the portfolios financials holdings were the single biggest contributor to negative relative returns. Finally, an underweight position in Japan and utilities, as well as stock selection in both, detracted from portfolio returns.

The portion of the International Equity Fund advised by JP Morgan Asset Management (UK) Limited outperformed the MSCI EAFE Index for the
nine month period ended September 30, 2008. Stock selection added value in seven out of ten sectors as the portfolios focus on quality and balance sheet strength continued to pay off. Relative gains have been most notable in the industrial and
technology sectors. In contrast, stock selection in consumer discretionary and telecoms has lagged. On a stock level, Orascom Construction and Canadian National Railway (both of which fall into the industrials sector) along with SAP (the German
software company) were among the largest individual contributors to performance. Construction activity in the Middle East combined with strong demand for fertilizers have fueled earnings at Orascom Construction. Canadian National Railway has
benefited from an increase in commodity shipments as well as from a growing number of people opting to travel or ship goods by train rather than by air or road. Stronger-than-expected licensing sales at SAP prompted management to raise forecasts.

The portion of the International Equity Fund advised by Philadelphia International Advisors, L.P. underperformed the MSCI EAFE Index for
the nine month period ended September 30, 2008. The underperformance in the third quarter also dragged relative returns down year-to-date. In particular, stock selection within financials and utilities weighed on portfolio returns. From a regional
perspective, positive selection in emerging markets was not enough to offset U.K. market holdings, where financials and consumer discretionary stocks dragged down performance.

Retirement Date Funds

The Retirement Date Funds provide a series of balanced investment funds each
of which is designed to correspond to a particular time horizon to retirement. Each Retirement Date Fund has a different initial investment strategy representing different risk and reward characteristics that reflect a participants anticipated
time to expected retirement. The longer the time period to expected retirement, the greater is the Retirement Date Funds initial risk and potential reward profile. The Lifetime Income Retirement Date Fund seeks to avoid significant loss of
principal for investors who are approaching or are beyond their retirement date and is comprised primarily of bonds, investment contracts and high-quality short-term debt instruments (such as those in which the Stable Asset Return Fund invests), and
U.S. Treasury Inflation Protected Securities, to provide stability, income and inflation protection, although this Retirement Date Fund also includes 35% equity exposure. The 2010 Retirement Date Fund currently seeks to provide a blend of capital
appreciation and stability of principal for participants planning to retire in or around the year 2010. The 2020 Retirement Date Fund currently seeks to provide long-term capital appreciation and more-limited stability of principal for participants
planning to retire in or around the year 2020. The 2030 Retirement Date Fund currently seeks to provide long-term capital appreciation for participants planning to retire in or around the year 2030 and is comprised mainly of stocks for higher growth
potential. The 2040 Retirement Date Fund currently seeks to provide long-term capital appreciation for participants planning to retire in or around the year 2040 and is comprised mainly of stocks for maximum growth potential.



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The Retirement Date Funds seek to achieve their objectives by investing in various index or other
collective investment funds maintained by State Street Bank. During the quarter ended September 30, 2008, these funds included, in the case of some or all of the Retirement Date Funds and in varying allocations, S&P 500® Flagship
Securities Lending Series Fund, Daily MSCI ACWI ex-US Securities Lending Index Fund, S&P MidCap® Index Securities Lending Series Fund, Russell 2000® Index Securities Lending Series Fund, Long U.S. Government Index Securities Lending
Fund, Passive Bond Market Index Securities Lending Series Fund, U.S. Treasury Inflation Protected Securities Lending Series Fund and Principal Accumulation Return Fund.

For the quarter ended September 30, 2008, the Retirement Date Funds experienced a total return, net of expenses, of (4.16)% for the Lifetime Income Retirement Date Fund, (5.51)% for the 2010 Retirement Date Fund,
(7.71)% for the 2020 Retirement Date Fund, (9.23)% for the 2030 Retirement Date Fund and (10.06)% for the 2040 Retirement Date Fund. The performance of each Retirement Date Fund for the quarter ended September 30, 2008 was consistent with the
relevant composite benchmark after taking Fund expenses into account.

For the nine month period ended September 30, 2008, the Retirement
Date Funds experienced a total return, net of expenses, of (6.49)% for the Lifetime Income Retirement Date Fund, (10.24)% for the 2010 Retirement Date Fund, (14.53)% for the 2020 Retirement Date Fund, (17.25)% for the 2030 Retirement Date Fund and
(18.44)% for the 2040 Retirement Date Fund. The performance of each Retirement Date Fund for the nine month period ended September 30, 2008 was consistent with the relevant combination benchmark after taking Fund expenses into account.

Quarter and Nine Months Ended September 30, 2007





|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|------- | --------------------------------------------------------------------------------------

Stable Asset Return Fund

The Stable Asset Return Fund invests primarily in investment contracts
issued by insurance companies, banks or other financial institutions. The Stable Asset Return Fund also invests, either directly or indirectly through other investment funds, in high quality money market instruments, including obligations of the
United States government, notes, bonds and similar debt instruments of corporations, commercial paper, certificates of deposit and time deposits, bankers acceptances, variable and indexed notes and repurchase agreements.

For the quarter ended September 30, 2007, the Stable Asset Return Fund experienced a total return, net of expenses, of 1.11%. By comparison, a
combination of the Ryan Labs Three Year GIC Index and the iMoneyNet MFR Prime Institutional Money Market Fund Average, weighted 70%/30%, respectively, produced an investment record of 1.17% for the same period. For the nine months ended
September 30, 2007, the Fund experienced a total return, net of expenses, of 3.26%, compared to an investment record of 3.46% for the combination benchmark for the same period. The Ryan Labs Three Year GIC Index portion of the combination
benchmark does not include an allowance for the fees that an investor would pay for investing in the instruments that comprise that index or for fund expenses.

The Stable Asset Return Fund underperformed the combination benchmark for the quarter ended September 30, 2007. The underperformance continues to be attributable to higher performance at the money market portion
of the yield curve versus the long end of the yield curve.

During the course of the third quarter the yield curve generally steepened. At
the end of the second quarter, the yield curve was slightly inverted at the short end and generally flat at the longer end. By the end of the third quarter the short end of the yield curve had steepened, but the 2 and 3 year part of the curve lagged
and remained slightly inverted. The Federal Open Market Committee (the FOMC) reduced the Federal Funds rate by 50 basis points in September, injecting much-needed liquidity into the marketplace.

July and August witnessed severe dislocation in the fixed income markets, starting with the subprime home mortgage sector and eventually working through
all spread sectors and across all quality spectrums. Consequently, the Fund generally avoided making trades until September, when the market stabilized somewhat. Trades during the quarter focused on fairly short-duration securities, generally one
year or less. The primary focus of trading activity was in agency adjustable rate mortgage securities and asset-backed bonds backed by auto and equipment loans. The Fund continues to avoid the subprime home equity sector based on the belief that
market volatility and credit concerns will continue in this sector. Guaranteed investment contracts continue to be avoided due to their perceived lower relative value given their illiquid, lower quality characteristics.



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The Stable Asset Return Fund underperformed the combination benchmark for the nine-month period ended
September 30, 2007. The primary reason for underperformance during the period was the rate of return on money market instruments, which outperformed longer-duration securities throughout the year. It is anticipated that this situation will
change as money market fund rates catch up with the current level of interest rates and with the prospect of additional interest rate eases by the FOMC.

During the nine months ended September 30, 2007, the yield curve steepened overall. At year-end 2006, the yield curve was inverted by approximately 20 basis points and the five-year point on the curve was the
lowest rate. By the end of the third quarter 2007 the short end of the yield curve had steepened, but the 2 and 3 year part of the curve lagged and remained slightly inverted.

The focus of trades throughout the year has been primarily on short-duration assets. Early in the year short-duration securities were attractive because
yields were higher; as the yield curve steepened the maturation of these securities allowed for reinvestment at higher yield levels. As the year progressed many securities lengthened in duration; in order to minimize market value volatility, the
Fund remained focused on shorter-duration assets.

Intermediate Bond Fund

The Intermediate Bond Funds investment objective is to achieve a total return from current income and capital appreciation by investing in a
diversified portfolio of fixed income securities.

For the quarter ended September 30, 2007, the Intermediate Bond Fund experienced a
total return, net of expenses, of 4.54%. By comparison, the Lehman Brothers Aggregate Bond Index produced an investment record of 2.84% for the same period. For the nine months ended September 30, 2007, the Fund experienced a total return, net
of expenses, of 4.28%, compared to an investment record of 3.85% for the Lehman Brothers Aggregate Bond Index for the same period. The Lehman Brothers Aggregate Bond Index does not include an allowance for the fees that an investor would pay for
investing in the securities that comprise the index or for fund expenses.

The Intermediate Bond Fund, which is advised by Pacific
Investment Management Company LLC, outperformed the Lehman Brothers Aggregate Bond Index for the quarter ended September 30, 2007. As markets began to adjust during the quarter, the Fund was well-positioned, with a focus on high quality assets
and shorter-duration securities, along with non-U.S. dollar exposure. The Funds interest rate strategies added to performance during the third quarter and have been the biggest contributor to performance year-to-date. An above-index duration
also helped returns during the third quarter. An emphasis on shorter-duration securities in the U.S. and the U.K. has also been positive as the yield curve in both countries steepened during the quarter. In sector strategies, an



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above-benchmark allocation to mortgage securities detracted from performance, as mortgage yield premiums widened in an environment of heightened volatility,
but positive security and coupon selection mitigated some of this impact. Underweighting corporate securities boosted returns during the quarter. Corporate spreads widened significantly during the quarter as investors sought safe haven from problems
in the U.S. subprime mortgage sector. Modest holdings of real return bonds also contributed to the Funds the after-effects of performance as these bonds outperformed nominal Treasuries during the quarter, helped by positive inflation accruals.
Municipal bonds lagged taxable bonds due to an increase in new issuances and the severe market dislocation during August, and a modest exposure detracted from the Funds performance. Avoiding asset-backed commercial paper benefited the Fund
during the quarter as these securities suffered sharp losses. Holdings of locally-issued emerging market bonds added to returns as these bonds benefited from both their higher yield cushion and currency exposure as the U.S. dollar continued to
weaken.

The Intermediate Bond Fund outperformed the Lehman Brothers Aggregate Bond Index for the nine-month period ended
September 30, 2007. The Funds interest rate strategies produced mixed results during the first nine months of the year. An above-benchmark duration for most of the period detracted slightly from performance. The Funds focus on
securities with shorter maturities was the biggest contributor to performance during the year-to-date period as the yield curve steepened during the period. In sector strategies, a slight above-benchmark exposure to mortgage securities detracted
from returns, but good security selection and a focus on high quality agency pass-through securities mitigated this impact. The Funds underweight position in corporate bonds also contributed to performance as corporate spreads widened during
the year-to-date period. Exposure to non-U.S. bonds also contributed slightly to performance. Overall, an allocation to a diversified set of foreign currencies boosted returns as these currencies appreciated relative to the U.S. dollar.

Balanced Fund

The Balanced Fund invests in
publicly-traded common stocks, other equity-type securities, medium- to long-term debt securities with varying maturities and money market instruments. The Balanced Fund seeks 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.

For the quarter ended
September 30, 2007, the Balanced Fund experienced a total return, net of expenses, of 2.98%. By comparison, a combination of the Russell 1000 Index and the Lehman Brothers Aggregate Bond Index, weighted 60%/40%, respectively, produced an
investment record of 2.36% for the same period. For the nine months ended September 30, 2007, the Fund experienced a total return, net of expenses, of 7.32%, compared to an investment record of 7.18% for the combination benchmark for the same
period. The Russell 1000 Index and the Lehman Brothers Aggregate Bond Index do not include an allowance for the fees that an investor would pay for investing in the securities that comprise the indices or for fund expenses.



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For the quarter ended September 30, 2007, the equity segment of the Balanced Fund, which is
advised with the assistance of Capital Guardian Trust Company, outperformed the Russell 1000 Index. The equity segment benefited from stock selection and overweighting in the information technology sector during the quarter, particularly in the
internet, software and services industry group. Stock selection in the industrials and materials sectors also helped relative returns. Selection in the consumer discretionary sector added to performance, though an overweight position to the sector
overall detracted from returns. The choice of health care stocks, especially pharmaceuticals, was the biggest detractor to relative results. An underweight position in the energy sector also hurt returns, as did stock selection in the financials
sector.

For the quarter ended September 30, 2007, the debt segment of the Balanced Fund, which is advised with the
assistance of Pacific Investment Management Company LLC, outperformed the Lehman Brothers Aggregate Bond Index. As markets began to adjust during the quarter, the segment was well-positioned, with a focus on high quality assets and shorter-duration
securities, along with non-U.S. dollar exposure. The segments interest rate strategies added to performance during the third quarter and have been the biggest contributor to performance year-to-date. An above-index duration also helped returns
during the third quarter. An emphasis on shorter-duration securities in the U.S. and the U.K. has also been positive as the yield curve in both countries steepened during the quarter. In sector strategies, an above-benchmark allocation to mortgage
securities detracted from performance, as mortgage yield premiums widened in an environment of heightened volatility, but positive security and coupon selection mitigated some of this impact. Underweighting corporate securities boosted returns
during the quarter. Corporate spreads widened significantly during the quarter as investors sought safe haven from the after-effects of problems in the U.S. subprime mortgage sector. Modest holdings of real return bonds also contributed to the
segments performance as these bonds outperformed nominal Treasuries during the quarter, helped by positive inflation accruals. Municipal bonds lagged taxable bonds due to an increase in new issuances and the severe market dislocation during
August, and a modest exposure detracted from the segments performance. Avoiding asset-backed commercial paper benefited the segment during the quarter as these securities suffered sharp losses. Holdings of locally-issued emerging market bonds
added to returns as these bonds benefited from both their higher yield cushion and currency exposure as the U.S. dollar continued to weaken.

For the nine months ended September 30, 2007, the equity segment of the Balanced Fund, which is advised with the assistance of Capital Guardian Trust Company, underperformed the Russell 1000 Index. Stock
selection in the health care sector was the largest detractor from performance for the year-to-date period. Stock selection and an overweight in the information technology sector was the largest contributor to results. The segments
underweighting and stock selection in the financials sector also aided performance, as did stock selection in the industrials and consumer discretionary sectors.

For the nine months ended September 30, 2007, the debt segment of the Balanced Fund, which is advised with the assistance of Pacific Investment Management Company LLC, outperformed the Lehman Brothers Aggregate
Bond Index. The segments interest rate strategies produced mixed results during the first nine months of the year. An above-benchmark duration for most of the period detracted slightly from performance. The segments focus on securities
with shorter maturities was the biggest contributor to



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performance during the year-to-date period as the yield curve steepened during the year. In sector strategies, a slight above benchmark exposure to mortgages
detracted from returns, but good security selection and a focus on high quality agency pass-through securities mitigated this impact. The segments underweight position in corporate bonds also contributed to performance as corporate spreads
widened during the year-to-date period. Exposure to non-U.S. bonds also contributed to performance slightly. Overall, an allocation to a diversified set of foreign currencies boosted returns as these currencies appreciated relative to the U.S.
dollar.

Large-Cap Value Equity Fund

The Large-Cap Value Equity Fund seeks to outperform, over extended periods of time, broad measures of the domestic stock market. The Fund invests primarily in common stocks and other equity-type securities of companies with market
capitalizations, at the time of purchase, of greater than $1 billion that in the opinion of State Street and the Funds Investment Advisor are undervalued in the marketplace. A segment of the Fund (approximately 25%) is invested to replicate
the Russell 1000 Value Index, which is comprised of those Russell 1000 stocks with a greater than average value orientation. The remainder of the Large-Cap Value Equity Fund is actively managed.

For the quarter ended September 30, 2007, the Large-Cap Value Equity Fund experienced a total return, net of expenses, of (0.56)%. By comparison,
the Russell 1000 Value Index produced an investment record of (0.24)% for the same period. For the nine months ended September 30, 2007, the Fund experienced a total return, net of expenses, of 4.99%, compared to an investment record of 5.97%
for the Russell 1000 Value Index for the same period. The Russell 1000 Value Index does not include an allowance for the fees that an investor would pay for investing in the securities that comprise that index or for fund expenses.

For the quarter ended September 30, 2007, the actively managed segment of the Large-Cap Value Equity Fund, which is advised with the assistance of
AllianceBernstein L.P., underperformed the Russell 1000 Value Index. The segments returns were hurt by several financial holdings amid ongoing turmoil in the global credit markets. Countrywide Financial was the segments biggest detractor
for the quarter and the year-to-date. While long-term earnings forecasts for Countrywide had assumed steep declines in mortgage originations and credit losses several times larger than historical norms, the rapid deterioration in the companys
ability to access short-term financing and the depth of the contraction in the mortgage-backed securitization market was generally not anticipated by the market. Further, managements response to the crisisnamely to focus on
government-sponsored agency-eligible mortgages and de-emphasize historically profitable businessesled to a reduction in forecasts of the companys long-term earnings power and an increase in the perceived risk associated with the company.
The stock was no longer attractive and was sold entirely.

MGIC Investment and Ambac Financial Group also declined sharply during the
quarter due to investor concerns about potential losses in the mortgage guarantee business. Another detractor from performance was Office Depot. The retailer announced disappointing same-store sales and second-quarter profit as weak sales in North
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Office Depot has responded with more disciplined operational and capital investment. Relative performance was helped by positions in Arcelor Mittal, Boeing
and Nokia. Steel manufacturer Arcelor Mittal gained after posting strong second-quarter earnings due to higher steel prices and the cost-saving benefits from its recent merger. Boeing rose on strong earnings and better-than-expected margins in its
commercial aircraft business. Mobile phone manufacturer Nokia advanced following strong second-quarter earnings and gains in market share.

The performance of the indexed segment of the Large-Cap Value Equity Fund for the quarter ended September 30, 2007 was consistent with the Russell 1000 Value Index after taking into account expenses.

For the nine-month period ended September 30, 2007, the actively managed segment of the Large-Cap Value Equity Fund, which is advised with the
assistance of AllianceBernstein L.P., underperformed the Russell 1000 Value Index. Relative performance was hurt by several financial holdings, such as Countrywide Financial, MGIC Investment and Merrill Lynch. Other significant detractors included
consumer cyclicals stocks Office Depot and Macys. Relative returns were aided by security selection within industrial resources, specifically Arcelor Mittal and Owens-Illinois. The segments exposure to consumer cyclicals stock
DaimlerChrysler also contributed to performance.

The performance of the indexed segment of the Large-Cap Value Equity Fund for the
nine-month period ended September 30, 2007 was consistent with the Russell 1000 Value Index after taking into account expenses.

Large-Cap Growth
Equity Fund

The Large-Cap Growth Equity Fund invests primarily in common stocks
and other equity-type securities of companies with market capitalizations greater than $1 billion at the time of purchase that are believed to have strong earnings growth potential. The Large-Cap Growth Equity Fund seeks to achieve long-term growth
of capital through increases in the value of the securities its holds and to realize income principally from dividends on such securities. A segment of the Large-Cap Growth Equity Fund (approximately 33-1/3%) is invested to replicate the Russell 1000 Growth Index, which is comprised
of those Russell 1000 securities with a greater than average growth orientation. The remainder of the Large-Cap Growth Equity Fund is actively managed in two portions of approximately 33-1/3% each of the assets of the Fund subject to differences in relative performance.
The Large-Cap Growth Equity Fund seeks to achieve, over an extended period of time, total returns that are comparable to or superior to those attained by broad measures of the domestic stock market.

For the quarter ended September 30, 2007, the Large-Cap Growth Equity Fund experienced a total return, net of expenses, of 4.38%. By comparison, the
Russell 1000 Growth Index produced an investment record of 4.21% for the same period. For the nine months ended September 30, 2007, the Fund experienced a total return, net of expenses, of 12.09%, compared to an investment record of 12.68% for
the Russell 1000 Growth Index for the same period. The Russell 1000 Growth Index does not include an allowance for the fees that an investor would pay for investing in the securities that comprise the Index or for fund expenses.



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The segment of the Large-Cap Growth Equity Fund which is advised with the assistance of Capital Guardian
Trust Company outperformed the Russell 1000 Growth Index for the quarter ended September 30, 2007. Quarterly returns were boosted by stock selection and an overweight position in the information technology sector, including holdings in
software, internet software and services and communication equipment companies. Stock selection in the consumer discretionary sector, particularly in the hotel and leisure area, aided performance, although the segments overweight position in
the sector did not. Holdings in the industrials sector also helped relative returns. Selection among financial stocks detracted from relative results as consumer finance companies weighed on the segments performance. An underweight in the
energy sector detracted from relative results and stock selection and an overweight position in the health care sector, particularly pharmaceuticals, also hurt.

The other actively-managed segment of the Large-Cap Growth Equity Fund, which is advised with the assistance of T. Rowe Price Associates, Inc., outperformed the Russell 1000 Growth Index for the quarter ended
September 30, 2007. Stock selection was strong in the industrials and business services sectors. Positions in infrastructure companies Foster Wheeler and McDermott added to performance. While an overweight position in the consumer discretionary
sector negatively impacted relative performance, stock selection in the sector aided returns. Amazon.com was again a top contributor, followed by International Game Technology and XM Satellite Radio Holdings. Stock selection and an overweight
position in the information technology sector had a positive impact. This sector remains the largest portion of the segment, representing approximately 37% of the segments holdings. Juniper Networks rose on the strength of new product launches
and management changes, and Broadcom benefited from a licensing agreement with Verizon. Stock selection in the financials sector detracted from relative performance due to weakness in capital markets companies E*TRADE Financial and Morgan Stanley.
The segment has retained its overweight position in the capital markets sector, with a focus on companies such as Franklin Resources and Morgan Stanley, in the belief that the sector should thrive behind positive global macroeconomic conditions.

The performance of the indexed segment of the Fund for the quarter ended September 30, 2007 was consistent with the Russell 1000
Growth Index after taking into account expenses.

The segment of the Large-Cap Growth Equity Fund which is advised with the assistance of
Capital Guardian Trust Company underperformed the Russell 1000 Growth Index for the nine-month period ended September 30, 2007. Stock selection in the health care sector was the largest detractor from performance during the year-to-date period.
Stock selection and an overweight position in the information technology sector was the largest contributor to results. The segments underweighting and stock selection in the financials sector has also aided performance, as did stock selection
in the industrials and consumer discretionary sectors.

The other actively-managed segment of the Large-Cap Growth Equity Fund, which is
advised with the assistance of T. Rowe Price Associates, Inc., outperformed the Russell 1000 Growth Index for the nine-month period ended September 30, 2007. Stock selection benefited performance, while the segments sector allocations
detracted from performance. Stock selection was strong in the



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consumer discretionary sector. An overweight position in the information technology sector also aided relative performance. Stock selection in the financials
sector detracted from performance due to weakness in capital markets companies E*TRADE Financial and Morgan Stanley. The segment remains overweight in the capital markets sector, in the belief that the sector should thrive behind positive global
macroeconomic conditions.

The performance of the indexed segment of the Fund for the nine-month period ended September 30, 2007 was
consistent with the Russell 1000 Growth Index after taking into account expenses.

Index Equity Fund

The Index Equity Fund seeks to replicate the total return of the Russell 3000 Index by investing in stocks included in the Russell 3000 Index, with the
overall objective of achieving long-term growth of capital. The Russell 3000 Index represents approximately 98% of the U.S. equity market based on market capitalization of the companies in the Russell 3000 Index.

For the quarter ended September 30, 2007, the Index Equity Fund experienced a total return, net of expenses, of 1.43%. By comparison, the Russell
3000 Index produced an investment record of 1.55% for the same period. For the nine months ended September 30, 2007, the Fund experienced a total return, net of expenses, of 8.44%, compared to an investment record of 8.77% for the Russell 3000
Index for the same period. The Russell 3000 Index does not include an allowance for the fees that an investor would pay for investing in the securities that comprise that index or for fund expenses.

The performance of the Index Equity Fund for the quarter ended September 30, 2007 was consistent with the Russell 3000 Index after taking into
account expenses.

The performance of the Index Equity Fund for the nine-month period ended September 30, 2007 was consistent with the
Russell 3000 Index after taking into account expenses.

Mid-Cap Value Equity Fund

The Mid-Cap Value Equity Fund seeks to outperform, over extended periods of time, broad measures of the domestic stock market. The Fund invests primarily
in equity securities of companies with market capitalizations of between $1 billion and $12 billion at the time of investment. The Fund seeks to achieve growth of capital through investing primarily in common stocks of medium-sized companies
believed to be attractively priced relative to their future earnings power. The Fund seeks to emphasize sectors and securities State Street and the Investment Advisor consider undervalued.

For the quarter ended September 30, 2007, the Mid-Cap Value Equity Fund, which is advised with the assistance of Wellington Asset Management
Company, LLP, experienced a total return, net of expenses, of (2.59)%. By comparison, the Russell Mid-Cap Value Index produced an investment record of (3.55)% for the same period. For the nine months ended September 30, 2007,



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the Fund experienced a total return, net of expenses, of 12.80%, compared to an investment record of 4.83% for the Russell Mid-Cap Value Index for the same
period. The Russell Mid-Cap Value Index does not include an allowance for the fees that an investor would pay for investing in the securities that comprise that index or for fund expenses.

The Mid-Cap Value Equity Fund outperformed the Russell Mid-Cap Value Index for the quarter ended September 30, 2007. Positive relative results from
several sectors, including information technology, materials and industrials, outweighed negative relative performance from the financials and telecommunications & media sectors. The information technology sector added to relative
performance, due in part to Varian Semiconductor, a company that engages in the design, manufacture, marketing and servicing of semiconductor equipment. Shares of Varian Semiconductor, a non-benchmark holding, rose 33.4% during the quarter. The
industrials sector benefited from holdings such as Goodrich, a company that supplies systems and services to aviation airplane markets. Goodrichs stock rose 15% as second quarter earnings were stronger than expectations. Goodrich was also a
top contributor to the Fund during the second quarter. The financials sector performed poorly during the quarter. The Funds position in non-benchmark name E*TRADE Financial detracted from relative performance. Shares of E*TRADE declined in
response to a difficult credit market that has increased the companys credit costs. Telecommunications & media holdings also detracted from performance, due in part to the Funds overweight position in R.H. Donnelley, a provider
of online commercial searches and yellow pages, which was negatively impacted by the housing slump.

The Mid-Cap Value Equity Fund
outperformed the Russell Mid-Cap Value Index for the nine-month period ended September 30, 2007. The top-performing sector year-to-date was materials. The Fund benefited from holding strong performers such as Owens-Illinois, a packaging
products manufacturing company. Shares of Owens-Illinois rose 124% during the first nine months of the year. The financials sector, while the largest detractor during the third quarter, was the second largest contributor to performance during the
year-to-date period. Poor performance from holdings in the telecommunications & media and energy sectors detracted slightly from results relative to the index. Within the telecommunications & media sector, the Funds
underweight position in Discovery Holding and overweight position in Entercom Communications each detracted from performance.

Mid-Cap Growth Equity
Fund

The Mid-Cap Growth Equity Fund invests primarily in common stocks and other equity-type securities of companies with market
capitalizations of between $1 billion and $12 billion at the time of investment that State Street and the Funds Investment Advisor believe have strong earnings growth potential. The Mid-Cap Growth Equity Fund seeks 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.

For the quarter
ended September 30, 2007, the Mid-Cap Growth Equity Fund, which is advised with the assistance of Turner Investments, Inc., experienced a total return, net of expenses, of 7.56%. By comparison, the Russell Mid-Cap Growth Index produced an
investment record of 2.15% for the same period. For the nine months ended September 30, 2007, the Fund experienced a total



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return, net of expenses, of 22.61%, compared to an investment record of 13.35% for the Russell Mid-Cap Growth Index for the same period. The Russell Mid-Cap
Growth Index does not include an allowance for the fees that an investor would pay for investing in the securities that comprise that index or for fund expenses.

The Mid-Cap Growth Equity Fund outperformed the Russell Mid-Cap Growth Index for the quarter ended September 30, 2007. The Fund generated positive relative performance versus the benchmark in eight of the ten
market sectors. The utilities and financial services sectors were the lone detractors. The strong performance relative to the benchmark was led by good stock selection in the consumer discretionary sector. Within this sector, the retail industry had
a tough quarter, so maintaining an underweight position in this group added to the strong relative returns. The Funds investments in Under Armour and Gamestop contributed to performance. Under Armour advanced due to the companys ability
to generate significant growth from its penetration in overseas markets. Gamestop, a retailer of videogames, experienced significant growth during the quarter as a result of the highly successful launch of its Halo 3 game. The Funds positions
in certain gaming and internet-related companies also aided performance. Specifically, Wynn Resorts was a significant contributor for the quarter. Wynns quarter was strong as a result of the opening of its Venetian casino in Macau. The energy
sector also generated excess returns for the quarter versus the benchmark. Cameron International, National Oilwell Varco and First Solar were the top contributors in the sector. Cameron is an international oil services company involved in the
deepwater development of oilfields, and National Oilwell Varco is a leading global supplier of equipment used in oil and gas drilling and production operations. Both companies reported strong quarters and each has benefited from having international
exposure,as well more exposure to oil as opposed to natural gas. Positive relative performance for the quarter was also generated within the health care sector. Recently the Fund has focused on biotech companies that research and develop
drugs known as orphan drugs. Orphan drugs are classified by the FDA as drugs that are used for diseases that afflict only a small percentage of the population, usually less than 200,000 in the U.S. Orphan drugs are eligible for favorable FDA rules
with regards to patents. Alexion Pharmaceuticals Inc. benefited from the launch of its orphan drug Soliris, used to fight a rare type of blood disorder. Two additional health care stocks that contributed to performance were Kyphon Inc. and Intuitive
Surgical Inc. Kyphon, a maker of spinal implants, was acquired during the quarter by medical device maker Medtronic Inc. Intuitive Surgical Inc., which has been a long-term holding in the Fund, again delivered strong returns for the quarter as the
company beat earnings expectations.

The Mid-Cap Growth Equity Fund outperformed the Russell Mid-Cap Growth Index for the nine-month period
ended September 30, 2007. All ten sectors provided positive returns to the Fund. The consumer discretionary, energy and materials/processing sectors contributed the most to the Funds absolute and relative results. The only sector that
lagged the benchmarks returns was the traditional growth sector of technology; the underperformance was due to poor stock selection in the sector.



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Small-Cap Equity Fund

The Small-Cap Equity Fund invests primarily in equity securities of companies with market capitalizations of $2.5 billion or less at the time of investment. These companies may include new companies and companies that
may benefit from new technologies, new product or service developments or management changes. The Small-Cap Equity Fund seeks 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. A segment of the Fund is invested to replicate the Russell 2000 Index, which is comprised of the 2,000 companies in the Russell 3000 Index with the smallest market capitalization. The remainder of the Fund is actively
managed with the assistance of Wellington Management Company, LLP and Smith Asset Management Group, L.P.

For the quarter
ended September 30, 2007, the Small-Cap Equity Fund experienced a total return, net of expenses, of (2.54)%. By comparison, the Russell 2000 Index produced an investment record of (3.09)% for the same period. For the nine months ended
September 30, 2007, the Fund experienced a total return, net of expenses, of 5.06%, compared to an investment record of 3.16% for the Russell 2000 Index for the same period. The Russell 2000 Index does not include an allowance for the fees that
an investor would pay for investing in the securities that comprise that index or for fund expenses.

The segment of the Small-Cap Equity
Fund advised with the assistance of Wellington Asset Management Company, LLP outperformed the Russell 2000 Index for the quarter ended September 30, 2007. The segment outperformed the benchmark due to strong stock selection in
five of ten sectors, including information technology, financials and industrials, while holdings in the consumer discretionary and health care sectors dampened results. Outperformance in the information technology sector was due in part to the
strong performance by non-benchmark name Varian Semiconductor. Varian Semiconductor, a chip equipment company, reported a strong revenue increase driven by its leadership in the market for flash memory chips. The Fund also benefited from
its financials sector holdings, including UMB Financial and Nasdaq Stock Market, which rose on strong, consensus-beating second-quarter earnings. Stock selection in the consumer discretionary sector detracted from performance. The segments
overweight position to weak performer Pacific Sunwear negatively impacted results. The stock fell on disappointing second quarter results and weak sales. The health care sector also performed poorly due to stock selection. Shares of non-benchmark
name Lifepoint Hospitals fell after the company reported a sharp decline in quarterly profits due to higher unpaid medical bills, labor costs and medical malpractice insurance.

The segment of the Small-Cap Equity Fund advised with the assistance of Smith Asset Management Group, L.P. underperformed the Russell 2000 Index for the
quarter ended September 30, 2007. In aggregate, sector weights had a negligible impact on performance for the quarter. Stock selection was strongest in the consumer discretionary sector while performance in the technology sector trailed
the benchmark.

The performance of the indexed segment of the Small-Cap Equity Fund for the quarter ended September 30, 2007 was
consistent with the Russell 2000 Index after taking into account expenses.



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The segment of the Small-Cap Equity Fund advised with the assistance of Wellington Asset Management
Company, LLP outperformed the Russell 2000 Index for the nine-month period ended September 30, 2007. The top-performing sector year-to-date was financials. The segment benefited from an overweight to strong performers UMB
Financial and First Community Bancorp, a holding company for Pacific Western Bank. Within the information technology sector, the segments overweight position in Varian Semiconductor helped performance. The segments position in
non-benchmark name Cypress Semiconductor, a semiconductor and programmable-chip company, also contributed to performance. Poor performance from holdings in the consumer discretionary and health care sectors detracted from results. Within the
consumer discretionary sector, the segments overweight position in Standard Pacific, a maker of single-family and detached homes, hurt performance. Homebuilders continue to be plagued by declines in new home sales and prices.

The portion of the Small-Cap Equity Fund advised with the assistance of Smith Asset Management Group, L.P. outperformed the Russell 2000 Index for the
nine-month period ended September 30, 2007. Year-to-date, relative returns have been derived primarily through positive stock selection in the discretionary, technology and health care sectors.

The performance of the indexed segment of the Small-Cap Equity Fund for the nine months ended September 30, 2007 was consistent with the
Russell 2000 Index after taking into account expenses.

International Equity Fund

The International Equity Funds investment objective is to seek long-term growth of capital through investment primarily in common stocks of
established non-U.S. companies. The Fund seeks to diversify investments broadly among developed and emerging countries and generally to have at least three different countries represented in the portfolio. The International Equity Fund seeks to
achieve, over an extended period of time, total returns comparable to or superior to broad measures of the international (non-U.S.) stock market.

For the quarter ended September 30, 2007, the International Equity Fund experienced a total return, net of expenses, of 1.73%. By comparison, the Morgan Stanley Capital International All-Country World Ex-U.S. Free Index (the MSCI
AC World Ex-U.S. Index) produced an investment record of 4.62% for the same period. For the nine months ended September 30, 2007, the Fund experienced a total return, net of expenses, of 11.55%, compared to an investment record of 17.43%
for the MSCI AC World Ex-U.S. Index for the same period. The MSCI AC World Ex-U.S. Index does not include an allowance for the fees that an investor would pay for investing in the securities that comprise that index or for fund expenses.

The segment of the International Equity Fund advised with the assistance of JPMorgan Asset Management (UK) Limited underperformed the MSCI AC World
Ex-U.S. Index for the quarter ended September 30, 2007. Holdings linked to the U.S. and/or U.K. housing markets were the main detractors from performance. Building materials companies like Lafarge, Imerys and Wosleley, along with Kingfisher (a
U.K. home improvement retailer), all declined on concerns that tighter credit conditions would undermine



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future earnings. European and Japanese financial holdings also suffered as companies in these sectors were swept up by the turmoil in the credit markets. In
contrast, emerging market and resource-oriented holdings contributed positively to performance. Petrobras, a Brazilian oil/gas firm, China Life, China Mobile, mining companies such as CVRD and BHP Billiton and Mitsubishi Corp, a Japanese trading
firm that deals extensively in commodities, all rose during the quarter, reflecting the continued strength in commodity prices and investor appetite for emerging markets.

The segment of the International Equity Fund advised with the assistance of Philadelphia International Advisors, LP underperformed the MSCI AC World Ex-U.S. Index for the quarter ended September 30, 2007. The
segment produced a positive total return but lagged the benchmark due primarily to an underweight position in emerging markets. Other reasons for this weak relative performance were poor stock selection in the consumer, technology and materials
sectors. Stock selection in the utilities sector added to performance. Stock selection in developed countries such as Australia, Greece and Japan also aided performance, but poor performance in Europe, where the segment held an overweight position
in financial and construction stocks, pulled overall returns for the segment below the benchmark.

The segment of the International Equity
Fund advised by JP Morgan Asset Management (UK) underperformed the MSCI AC World Ex-U.S. Index for the nine-month period ended September 30, 2007. Poor stock selection in the financials and materials sectors was the main detractor from
performance. The segments Japanese bank holdings also hurt performance. The materials sector of the segment was up over 30% during the first nine months of the year, but the segments exposure to certain Canadian holdings and a lack of
exposure to steel companies prevented the segment from matching the greater than 40% gain in the sector generally. In comparison, stock selection in the telecommunications and energy sectors contributed to performance, with emerging market names
like China Mobil, American Movil and Petrobras all performing well. Emerging markets and resource-oriented companies have performed well throughout much of the year. The same companies that contributed positively to third quarter performance have
also been among the best performers on a year-to-date basis.

The segment of the International Equity Fund advised by Philadelphia
International Advisors, L.P. underperformed the MSCI AC World Ex-U.S. Index for the nine-month period ended September 30, 2007. An underweight position in emerging markets, which were up 34.5% during the first nine months of the year, detracted
from performance. Performance was also hurt by stock selection in the materials, financials and consumer sectors. Australian stocks performed well but were overshadowed by poor stock selection in the U.K. and Japan.



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Retirement Date Funds

The Retirement Date Funds provide a series of balanced investment funds each of which is designed to correspond to a particular time horizon to retirement. Each Retirement Date Fund has a different initial investment
strategy representing different risk and reward characteristics that reflect a participants anticipated time to expected retirement. The longer the time period to expected retirement, the greater is the Retirement Date Funds initial risk
and potential reward profile. The Lifetime Income Retirement Date Fund seeks to avoid significant loss of principal for investors who are approaching or are beyond their retirement date and, effective from and after May 1, 2007, is comprised
primarily of bonds, investment contracts and high-quality short-term debt instruments (such as those in which the Stable Asset Return Fund invests), and U.S. Treasury Inflation Protected Securities, to provide stability, income and inflation
protection, although this Retirement Date Fund also includes 35% equity exposure. The 2010 Retirement Date Fund currently seeks to provide a blend of capital appreciation and stability of principal for participants planning to retire in or around
the year 2010. The 2020 Retirement Date Fund currently seeks to provide long-term capital appreciation and more-limited stability of principal for participants planning to retire in or around the year 2020. The 2030 Retirement Date Fund currently
seeks to provide long-term capital appreciation for participants planning to retire in or around the year 2030 and is comprised mainly of stocks for higher growth potential. The 2040 Retirement Date Fund currently seeks to provide long-term capital
appreciation for participants planning to retire in or around the year 2040 and is comprised mainly of stocks for maximum growth potential.

The Retirement Date Funds seek to achieve their objectives by investing in various index or other collective investment funds maintained by State Street Bank. During the period from January 1, 2007 through April 30, 2007, these
funds included S&P 500



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Flagship Securities Lending Fund, Daily MSCI EAFE Fund, S&P Mid-Cap 400 Index Securities Lending Fund, Russell 2000 Index Securities Lending Fund, Long
U.S. Government Index Securities Lending Fund, Limited Duration Bond Non-Lending Fund and Short Term Investment Fund. Effective from and after May 1, 2007, these funds include, in the case of some or all of the Retirement Date Funds and in
varying allocations, S&P 500® Flagship Securities Lending Series Fund, Daily MSCI ACWI ex-US Securities Lending Index Fund, S&P MidCap® Index Securities Lending Series Fund, Russell 2000® Index Securities Lending Series Fund, Long U.S. Government Index Securities Lending Fund, Passive Bond
Market Index Securities Lending Series Fund, U.S. Treasury Inflation Protected Securities Lending Series Fund and Principal Accumulation Return Fund.

For the quarter ended September 30, 2007, the Retirement Date Funds experienced a total return, net of expenses, of 2.42% for the Lifetime Income Retirement Date Fund, 2.73% for the 2010 Retirement Date Fund,
2.48% for the 2020 Retirement Date Fund, 2.11% for the 2030 Retirement Date Fund and 1.95% for the 2040 Retirement Date Fund. The performance of each Retirement Date Fund for the quarter ended September 30, 2007 was consistent with the relevant
combination benchmark after taking into account expenses.

For the nine-month period ended September 30, 2007, the Retirement Date
Funds experienced a total return, net of expenses, of 4.95% for the Lifetime Income Retirement Date Fund, 5.95% for the 2010 Retirement Date Fund, 7.83% for the 2020 Retirement Date Fund, 8.90% for the 2030 Retirement Date Fund and 9.60% for the
2040 Retirement Date Fund. The performance of each Retirement Date Fund for the nine-month period ended September 30, 2007 was consistent with the relevant combination benchmark after taking into account expenses.



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|Item 4T. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

Conclusion Regarding
the Effectiveness of Disclosure Controls and Procedures: Under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, the Collective Trust conducted an evaluation of its disclosure controls and
procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act). Based on such evaluation, the Collective Trusts Chief Executive Officer and Chief Financial Officer have concluded that its disclosure controls and
procedures are effective as of September 30, 2008.

Internal Control Over Financial Reporting: No change in the Collective
Trusts internal control over financial reporting occurred during the Collective Trusts last fiscal quarter ended September 30, 2008 that has materially affected, or is reasonably likely to materially affect, the Collective
Trusts internal control over financial reporting.

PART II. OTHER INFORMATION.



|Item 1A. | RISK FACTORS
|-------- | ------------

Risks Related to Market
Disruptions and Governmental Interventions. For much of 2008, the global financial markets have been undergoing pervasive and fundamental disruptions and losses. This global market turmoil, combined with a global tightening of credit, has led to
an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility and widespread reduction of business activity generally. The resulting economic pressure on consumers and lack of confidence in the
financial markets has adversely affected the equity and fixed income markets. The global market turmoil has also led to extensive and unprecedented governmental intervention. Such intervention has in certain cases been implemented on an
emergency basis, sometimes suddenly and substantially changing market participants ability to continue to implement certain strategies or manage risk. In addition  as one would expect given the complexities of the financial
markets and the limited timeframe within which governments have felt compelled to take action  these interventions have sometimes been unclear in scope and application, and not necessarily consistent, resulting in confusion and uncertainty
which in itself may be materially detrimental to the efficient functioning of the markets. Certain policies implemented by the U.S. government, including the bailout of institutions holding mortgage-related and other troubled
instruments, were some of the largest governmental interventions in the history of the U.S. financial markets and will involve new market restrictions to be applied to the U.S. financial markets, restrictions which may have a material adverse impact
on the future competitiveness of these markets. Regulators in many other jurisdictions are in the process of taking similar action. It is impossible to predict what additional interim or permanent governmental restrictions may be imposed on the
markets and/or the effect of such restrictions on the investment objectives or strategies of the respective Funds or Retirement Date Funds. In addition, a worsening of the global market turmoil and/or reduced business activity would likely
exacerbate the adverse effects of the difficult global market conditions on the investment objectives or strategies of the respective Funds or Retirement Date Funds.



|Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|------- | ------------------------------------------------------------

During the quarter ended September 30, 2008, the Collective Trust issued an aggregate of approximately $141.5 million in unregistered Units. Such Units were offered and sold at their net asset value in reliance
upon the exemption from registration under Rule 180 promulgated under the Securities Act of 1933 relating to exemption from registration of interests and participations issued in connection with certain H.R. 10 plans. Proceeds received by the
Collective Trust from the sale or transfer of the Units are applied to the applicable Fund or Retirement Date Fund.



|Item 6. | EXHIBITS.
|------- | ---------



|      |  |                                                                                                                                                                                                 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1* |  | Fiduciary Investment Services Agreement between The Northern Trust Company, Northern Trust Investments, N.A. and the ABA Retirement Funds, dated as of August 15, 2008.                         
|      | 
|10.2* |  | Amendment No. 6 dated September 29, 2008 to the Administrative and Investment Services Agreement effective January 1, 2003 between State Street Bank and Trust Company and ABA Retirement
Funds.
|      | 
|31.1* |  | Certification of Monet T. Ewing pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                     
|      | 
|31.2* |  | Certification of Robert E. Fullam pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
|      | 
|32.1* |  | Certification of Monet T. Ewing pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                       
|      | 
|32.2* |  | Certification of Robert E. Fullam pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                     



|* | Filed herewith.
|- | ---------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



|                  |  |                                                                 |  |                        
|----------------- |  | --------------------------------------------------------------- |  | -----------------------
|                  |  | AMERICAN BAR ASSOCIATION MEMBERS/ STATE STREET COLLECTIVE TRUST
|                  |  |                                                                
|November 14, 2008 |  | By:                                                             |  | /s/ Monet T. Ewing     
|                  |  | Name:                                                           |  | Monet T. Ewing         
|                  |  | Title:                                                          |  | Chief Executive Officer
|                  |  |                                                                
|November 14, 2008 |  | By:                                                             |  | /s/ Robert E. Fullam   
|                  |  | Name:                                                           |  | Robert E. Fullam       
|                  |  | Title:                                                          |  | Chief Financial Officer



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EXHIBIT INDEX



|      |  |                                                                                                                                                                                                 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1* |  | Fiduciary Investment Services Agreement between The Northern Trust Company, Northern Trust Investments, N.A. and the ABA Retirement Funds, dated as of August 15, 2008.                         
|      | 
|10.2* |  | Amendment No. 6 dated September 29, 2008 to the Administrative and Investment Services Agreement effective January 1, 2003 between State Street Bank and Trust Company and ABA Retirement
Funds.
|      | 
|31.1* |  | Certification of Monet T. Ewing pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                     
|      | 
|31.2* |  | Certification of Robert E. Fullam pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
|      | 
|32.1* |  | Certification of Monet T. Ewing pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                       
|      | 
|32.2* |  | Certification of Robert E. Fullam pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                     



|* | Filed herewith.
|- | ---------------



107