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                                                                     EXHIBIT 3.3


                 AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET
                               COLLECTIVE TRUST

                        THIRD AMENDED FUND DECLARATION

                           STABLE ASSET RETURN FUND

                (FORMERLY ENHANCED SHORT TERM INVESTMENT FUND)


          Pursuant to Article VII of the Declaration of Trust, dated December 5,
1991, which authorizes State Street Bank and Trust Company as trustee ("State
Street" or the "Trustee") of the American Bar Association Members/State Street
Collective Trust (the "Collective Trust") to amend the Fund Declarations of the
investment funds established under the Collective Trust, effective as of January
1, 1999, State Street hereby amends and restates the Fund Declaration dated
April 11, 1997 of the Stable Asset Return Fund (formerly Enhanced Short Term
Investment Fund), an investment fund established under the Collective Trust, to,
among other things, change certain aspects of the investment objectives,
guidelines and restrictions applicable thereto.  The provisions of the
Declaration of Trust are incorporated herein by reference.  In addition, the
Trustee agrees and declares that it will hold, administer and deal with all
money and property received or purchased by it as Trustee of the Collective
Trust subject to the additional terms and conditions set forth in this Fund
Declaration.  Capitalized terms used and not otherwise defined shall have the
meanings set forth in the Declaration of Trust.

          1.   Name of the Fund.  The name of this investment fund shall be
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"Stable Asset Return Fund" (the "Fund").

          2.   Investment Objective.  The investment objective of the Fund is to
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provide current income consistent with preserving principal and maintaining
liquidity.

          3.   Investment Guidelines and Restrictions.  The assets of the Fund
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shall be normally invested and reinvested in (a) obligations of the United
States and the agencies and instrumentalities thereof ("United States
Obligations") and in other high quality instruments, including, but not limited
to, notes, bonds and similar debt instruments of corporations, commercial paper,
certificates of deposit and time deposits, bankers' acceptances, supranational
and sovereign debt obligations (including obligations of foreign government sub-
divisions), asset-backed securities (other than collateralized mortgage
obligations or other mortgage-backed securities), master notes and promissory
notes, funding agreements, variable and indexed interest notes and repurchase
agreements (collectively, "Short-term Investment Products"); 
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and (b) investment contracts or "Synthetic GICs" (as defined below) issued by
insurance companies, banks or other financial institutions (collectively,
"Investment Contracts"). For this purpose, "Synthetic GICs" means arrangements
comprised of an investment in one or more securities and a contract issued by an
insurance company, bank or other financial institution that provides for the
return of principal and an agreed upon rate of interest. All such Investment
Contracts and Synthetic GICs shall be benefit responsive (i.e., responsive to
withdrawal, transfer and benefit payment requests at book or face value and
shall satisfy any other conditions as may be required so that each such contract
can be accounted for and valued at book or face value under generally accepted
accounting principles). The underlying securities of Synthetic GICs shall
generally consist of fixed-income debt instruments.

          The Fund may invest in United States Obligations and Short-Term
Investment Products, so long as the average weighted duration of all such
investments does not exceed 120 days.  The average weighted maturity of the
United States Obligations, the Short-Term Investment Products and the Investment
Contracts shall not exceed 18 months.

          All of the investments by the Fund may be made through collective
investment funds maintained by State Street, so long as such collective
investment funds comply with the investment guidelines and restrictions
described herein.

          It is the intention of the Trustee not to cause the Fund to invest in
derivative securities, except to the extent set forth in the Prospectus of the
Collective Trust from time to time in effect pursuant to which the Units of the
Fund may be issued.  The Trustee, subject to consultation with ABRA, may in the
future review such investment policy.

          Investments in Short-Term Investment Products, other than United
States Obligations, at the time of purchase (a) must be rated or issued by
issuers that rated in either of the two highest rating categories applicable to
bonds by at least two nationally recognized statistical rating organizations
("NRSROs"), at least one of which must be Moody's Investors Service, Inc.
("Moody's") or Standard & Poor's Corporation ("S&P"), (b) must be rated or
issued by issuers that rated in the highest rating category applicable to
commercial paper by at least two NRSROs, at least one of which must be Moody's
or S&P, or (c) if unrated, must be issued or guaranteed by an issuer that has
other comparable outstanding instruments that are so rated or is itself rated in
either of the two highest rating categories by at least two NRSROs, at least
one of which must be Moody's or S&P. For purposes of this restriction, an
investment in a repurchase agreement will be considered to be an investment in
the securities that are subject to the repurchase agreement.
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          The Stable Asset Return Fund will not invest in any Investment
Contract, unless, at the time of purchase, the Investment Contract or issuer is
rated in one of the two highest rating categories by at least two NRSROs, at
least one of which must be S&P or Moody's.

          Except for Investment Contracts and United States Obligations, the
Trustee shall not invest, either directly or indirectly through one or more
collective investment funds, more than 5% of the assets of the Fund in
securities of a single issuer, determined at the time of purchase. Other than
Investment Contracts, the Trustee shall not, either directly or indirectly
through one or more collective investment funds, invest more than 10% of the
assets of the Fund in illiquid securities, including repurchase agreements with
maturities of greater than 7 days or portfolio securities that are not readily
marketable or redeemable, in each case determined at the time of purchase.  The
proportion of the assets of the Fund invested, either directly or indirectly
through one or more collective investment funds, in Investment Contracts of any
one insurance company, bank or financial institution will generally not be
greater than 15% of the aggregate value of Investment Contracts included in the
Fund's portfolio, and in no event greater than 20%, in each case determined at
the time of purchase.

          4.   Transfers.  A Participating Trust may request withdrawal of any
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number of Units from the Fund on any Business Day; provided, however, the
Trustee may limit or suspend certain or all withdrawal and transfer rights when
the amount of liquid assets held by the Fund are insufficient in the judgment of
the Trustee to satisfy all required withdrawal and transfer requests.

          5.   Trustee, Management and Administrative Fees. For services
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rendered as trustee of the Fund, the Trustee will be entitled to receive
compensation in the amount and at the time set forth in Schedule A attached
hereto.

          6.   Conflicts.  In the event of a conflict between the terms of this
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document and the Declaration of Trust, the Declaration of Trust shall control
unless the Declaration of Trust specifically permits the Trustee to vary the
particular provision set forth therein.
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          IN WITNESS WHEREOF, STATE STREET BANK AND TRUST COMPANY has caused its
name to be signed to this Amended Fund Declaration for the Stable Asset Return
Fund by its proper officer as of January 1, 1999.


ATTEST:                             STATE STREET BANK AND TRUST
                                     COMPANY

By: /s/ Gary E. Jenkins             By: /s/ Nancy P. Antin
   ________________________            ________________________
   Name: Gary E. Jenkins                Name: Nancy P. Antin
   Title: Vice President                Title: Vice President
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                           STABLE ASSET RETURN FUND

                (FORMERLY ENHANCED SHORT TERM INVESTMENT FUND)

                        THIRD AMENDED FUND DECLARATION

                                  SCHEDULE A



          For services rendered to the Stable Asset Return Fund, the Trustee
shall be entitled to receive with respect to the assets of the Fund a Trustee,
Management and Administrative fee, charged at the following annual rates, which
will accrue on a daily basis and will be paid monthly, provided that such fee
shall be reduced by the amount of any fee received by the Trustee (which for
these purposes shall not exceed the amount set forth below) on account of the
investment of any assets of the Fund in any other collective investment trust
maintained by the Trustee:

     Aggregate Value of Assets in Aggressive
     Equity, Balanced, Growth Equity, Index Equity,
     Intermediate Bond, International Equity,
     Stable Asset Return and Value Equity Funds                   Rate
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     First $1.0 billion                                           .15 %
     Next $1.8 billion                                            .058
     Over $2.8 billion                                            .025