Exhibit 3.1

AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET

COLLECTIVE TRUST

FIRST AMENDED AND RESTATED FUND DECLARATION

LARGE CAP EQUITY FUND

Pursuant to Sections 3.03 and 7.01 of the Declaration of Trust, dated December 5, 1991, as amended as of July 31, 1995, and as further amended as of July 15, 2002 and December 1, 2004, and as amended and restated effective May 1, 2009 (the “Declaration of Trust”), which authorizes State Street Bank and Trust Company of New Hampshire as trustee (“State Street” or the “Trustee”) of the American Bar Association Members/State Street Collective Trust (the “Collective Trust”) to establish investment funds under the Collective Trust, effective as of January 19, 2010, State Street hereby amends and restates the Fund Declaration dated June 29, 2009 of the of the Large Cap Equity Fund, an investment fund established under the Collective Trust (the “Fund”). The provisions of the Declaration of Trust are incorporated herein by reference. In addition, the Trustee agrees and declares that it will hold, administer and deal with all money and property received or purchased by it as Trustee of the Collective Trust on behalf of the Fund subject to the additional terms and conditions set forth in this Fund Declaration. Capitalized terms used and not otherwise defined shall have the meanings set forth in the Declaration of Trust.

1. Investment Objective. The Fund’s investment objective is to achieve long-term growth of capital. Any income received is incidental to this objective. The Fund seeks to outperform, over extended periods of time, broad measures of the United States stock market.

2. Investment Guidelines and Restrictions. The assets of the Fund will be invested and reinvested primarily in common stocks and other equity-type securities issued by larger-capitalization companies (those with market capitalizations greater than $1 billion at the time of investment), provided that the Trustee may invest a portion of the assets of the Fund in other equity-type securities, such as convertible securities, preferred stock and warrants, and may invest all or any portion of the assets of the Fund in accordance with Section 3.03(c) of the Declaration of Trust. The Trustee may also invest in non-equity securities, including investment grade bonds and debentures and high quality short-term instruments, if the Trustee, in the reasonable exercise of its fiduciary discretion, determines that such investments may contribute to the attainment of the Fund’s investment objective. Some of the investments by the Fund may be made through collective investment funds maintained by State Street Bank and Trust Company, so long as such collective investment funds comply with the investment guidelines and restrictions described herein.

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

Declaration of Trust. The Fund may invest in securities of foreign companies whose stocks are traded on United States stock exchanges or over-the-counter markets. Securities of such foreign companies may be held by the Fund directly or indirectly through American Depository Receipts (“ADRs”). The Fund may not make an investment if that investment would cause more than 20% of the portion of the Fund’s assets for which a particular Investment Advisor is responsible to be invested in foreign securities, including ADRs.

It is the intention of the Trustee not to cause the Fund to invest in derivative instruments, 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 “Prospectus”). The Trustee, subject to consultation with ABA Retirement Funds, or an investment fiduciary designated by it, may in the future review such investment policy.

The Fund will not, except as otherwise permitted in the Prospectus:

(a) trade in foreign currency, except for transactions incidental to the settlement of purchases or sales of securities for the Fund and derivatives transactions in foreign currency to the extent permitted in the Prospectus;

(b) make an investment in order to exercise control or management over a company;

(c) make short sales, unless the Fund has, by reason of ownership of other securities, the right to obtain securities of a kind and amount equivalent to the securities sold, which right will continue so long as the Fund is in a short position;

(d) issue senior securities or trade in commodities or commodity contracts, other than options or futures contracts (including options on futures contracts) with respect to securities or securities indices, and except as described in the Prospectus;

(e) write uncovered options;

(f) purchase real estate or mortgages, provided that the Fund may buy shares of real estate investment trusts listed on U.S. stock exchanges if such purchases are consistent with the investment objective and restrictions set forth in this Fund Declaration;

(g) invest in securities of registered investment companies;

(h) invest in oil, gas or mineral leases;

(i) purchase any security on margin or borrow money, except for short-term credit necessary for clearance of securities transactions;

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

(k) underwrite the securities of any issuer.

The Trustee intends to operate the Fund as a “qualifying entity” pursuant to Regulation 4.5 of the Commodity Exchange Act.

3. Initial Value of Units of the Fund. The initial value of a Unit of the Fund on the date of commencement of operations shall be $10.00.

4. Restrictions on Withdrawal and Transfer. Subject to the Declaration of Trust or as otherwise disclosed in the Prospectus or any supplement thereto, there are no restrictions on withdrawal and transfer. A Participating Trust may request withdrawal of any number of Units of the Fund on any Business Day.

5. Fees. For services rendered to or on behalf of the Fund, State Street Bank and Trust Company will be entitled to receive compensation in the amounts and at the times set forth in Schedule A and, for so long as the assets of the Fund are invested directly or indirectly in an index or other collective investment fund maintained by State Street Bank and Trust Company, Schedule B hereto.

6. Investment Advisors. The Trustee retains the right to appoint Investment Advisors to assist the Trustee in managing the assets of the Fund. Any such Investment Advisors shall be designated from time to time in Schedule C attached hereto, and the Trustee shall enter into investment advisory agreements with such Investment Advisors setting forth the terms and conditions (including any volume or percentage limitations applicable to types, categories or classes of securities) under which any such Investment Advisors will advise and make recommendations to the Trustee and the compensation to be paid to such Investment Advisors.

7. Conflicts. In the event of a conflict between the terms of this document and the Declaration of Trust, the Declaration of Trust shall control unless the Declaration of Trust specifically permits the Trustee to vary the particular provision set forth therein.

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IN WITNESS WHEREOF, STATE STREET BANK AND TRUST COMPANY OF NEW HAMPSHIRE has caused its name to be signed to this Amended and Restated Fund Declaration for the Large Cap Equity Fund by its proper officer as of December 22, 2009.

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LARGE CAP EQUITY FUND

FIRST AMENDED AND RESTATED FUND DECLARATION

SCHEDULE A

Effective as of July 6, 2009, for services rendered to or on behalf of the Large Cap Equity Fund and the other Funds listed below* and the Balanced Fund, State Street Bank and Trust Company (“State Street Bank”) shall be entitled to receive with respect to the assets of the Large Cap Equity Fund, such other Funds and the Balanced Fund a Trust, Management and Administration fee, charged at the following annual rates as set forth below, which will accrue on a daily basis and will be paid monthly from the respective assets of the Large Cap Equity Fund, the other Funds and the Balanced Fund, provided that such fee shall be reduced for any Fund or the Balanced Fund by the amount of any fee¹ received by State Street Bank (which for these purposes shall not exceed the amount set forth below), other than the fees expressly provided for in the Fund Declaration of such Fund or the Balanced Fund, as the case may be, on account of the investment of any assets of such Fund or the Balanced Fund in any other collective investment fund maintained by State Street Bank:

SCHEDULE B

LARGE CAP EQUITY FUND

FIRST AMENDED AND RESTATED FUND DECLARATION

For investment management services rendered with respect to the indexed portion of the Fund, State Street Bank and Trust Company shall be entitled to receive an investment management fee at an annual rate of .05% of the assets of the indexed portion of the Fund.

SCHEDULE C

LARGE CAP EQUITY FUND

FIRST AMENDED AND RESTATED FUND DECLARATION

The Trustee has entered into an Investment Advisor Agreement for respective portions of the assets of the Fund with each of the Investment Advisors listed below, and these Investment Advisors will be entitled to payment of compensation as specified therein.

Investment Advisors: