STATE STREET INSTITUTIONAL INVESTMENT TRUST (Form: N-1A/A, Received: 09/01/2000 15:33:09)

1933 Act File No. 333-30810
1940 Act File No. 811-9819

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

Pre-effective Amendment No. 1

and

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

Amendment No. 1

STATE STREET INSTITUTIONAL INVESTMENT TRUST

PO BOX 1713, BOSTON, MASSACHUSETTS 02105-1713
(877) 517-9758

                                               Copy to:
Julie Tedesco                                  Timothy W. Diggins
P.O. Box 1713                                  Ropes & Gray
Boston, Massachusetts 02105-1713               One International Place
(Name and Address of Agent for Service)        Boston, Massachusetts 02110-2624

It is proposed that this filing will become effective (check appropriate box):

[ ]  Immediately upon filing pursuant to             [X]  On September 5, 2000 pursuant to paragraph (b)
     paragraph (b)

|_|  60 days after filing pursuant to paragraph      |_|  On (date) pursuant to paragraph (a)(1)
     (a)(1)
|_|  75 days after filing pursuant to paragraph      |_|  On (date) pursuant to paragraph (a)(2) of
     (a)(2)                                               Rule 485.

If appropriate, check the following box:

|_| This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

State Street Institutional Investment Trust

P.O. Box 1713, Boston, Massachusetts 02105-1713

(877) 517-9758

STATE STREET EQUITY 500 INDEX FUND
CLASS A SHARES

Prospectus Dated September 5, 2000

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

INTRODUCTION

The State Street Equity 500 Index Fund (the "Fund") is a mutual fund that seeks to provide an investment return matching, as closely as possible before expenses, the performance of the Standard & Poor's 500 Composite Stock Price Index (the "S&P 500 Index" or the "Index"). The Fund is a series of the State Street Institutional Investment Trust ("the Trust"), which is an open-end management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts. State Street Bank and Trust Company, acting through its division, State Street Global Advisors (the "Adviser"), is the investment adviser to the Fund and to the portfolio in which it invests.

RISK/RETURN SUMMARY

Investment Objective. The Fund's investment objective is to match as closely as possible, before expenses, the performance of the S&P 500 Index. The Fund seeks to achieve its investment objective by investing substantially all of its investable assets in a corresponding portfolio (the "Portfolio") of State Street Master Funds that has the same investment objective as, and investment policies that are substantially similar to those of, the Fund. In reviewing the investment objective and policies of the Fund below, you should assume that the investment objective and policies of the Portfolio are the same in all material respects as those of the Fund (and that, at times when the Fund has invested its assets in the Portfolio, the descriptions below of the Fund's investment strategies and risks should be read as also applicable to the Portfolio). There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund is not managed according to traditional methods of "active" investment management, which involve the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Instead, the Fund, using a "passive" or "indexing" investment approach, attempts to match, before expenses, the performance of the S&P 500 Index. The S&P 500 Index is a well-known stock market index that includes common stocks of 500 companies from several industrial sectors representing a significant portion of the market value of all stocks publicly traded in the United States. The Adviser seeks a correlation of 0.95 or better between the Fund's performance and the performance of the Index. (1.00 would represent perfect correlation.)

The Fund intends to invest in all 500 stocks comprising the Index in proportion to their weightings in the Index. However, under various circumstances, it may not be possible or practicable to purchase all 500 stocks in those weightings. In those circumstances, the Fund may purchase a sample of the stocks in the Index in proportions expected by the Adviser to match generally the performance of the Index as a whole. In addition, from time to time stocks are added to or removed from the Index. The Fund may sell stocks that are represented in the Index, or purchase stocks that are not yet represented in the Index, in anticipation of their removal from or addition to the Index.

In addition, the Fund may at times purchase or sell futures contracts on the Index, or options on those futures, in lieu of investment directly in the stocks making up the Index. The Fund might do so, for example, in order to increase its investment exposure pending investment of cash in the stocks futures to reduce its investment exposure in situations where it intends to sell a portion of the stocks in its portfolio but the sale has not yet been completed. The Fund may also, to the extent permitted by applicable law, invest in shares of other mutual funds whose investment objectives and policies are similar to those of the Fund. The Fund may also enter into other derivatives transactions, including the purchase or sale of options or enter into swap transactions, to assist in matching the performance of the Index.

Principal Risks.

- Stock values could decline generally or could under-perform other investments.

- Because the S&P 500 Index includes mainly large U.S. companies, the Fund's investments consist mainly of stocks of large U.S. companies. Returns on investments in stocks of large U.S. companies could trail the returns on investments in stocks of smaller companies.

- The Fund's return may not match the return of the Index for a number of reasons. For example, the Fund incurs a number of operating expenses not applicable to the Index, and incurs costs in buying and selling securities. The Fund may not be fully invested at times, either as a result of cash flows into the Fund or reserves of cash held by the Fund to meet redemptions. The return on the sample of stocks purchased by the Adviser, or futures or other derivative positions taken by the Adviser, to replicate the performance of the Index may not correlate precisely with the return on the Index.

The Fund's shares will change in value, and YOU COULD LOSE MONEY BY INVESTING IN THE FUND. An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the federal deposit insurance corporation or any other government agency.

Performance Information.

Performance information for the Fund has been omitted because the Fund had not commenced investment operations as of the date of this Prospectus.

Fees and Expenses

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. As a shareholder in a Portfolio, the Fund bears its ratable share of the Portfolio's expenses, including advisory and administrative fees, and at the same time continues to pay its own fees and expenses. The table and the Example reflect the expenses of both the Fund and the Portfolio.

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

Management Fees(1)                                   0.045%

Distribution (12b-1) Fees                            0.15%

Other Expenses                                       0.05%
                                                     ------
Total Annual Fund Operating Expenses                 0.245%

Example: This Example is intended to help you compare the cost of investing in the Fund with the costs of investing in other mutual funds. It assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has 5% return and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions yours costs would be:

1 year                       3 years
 $25                            $79

OTHER INVESTMENT CONSIDERATIONS AND RISKS

The S&P 500 Index. The S&P 500 Index is a well-known stock market index that includes common stocks of 500 companies from several industrial sectors representing a significant portion of the market value of all common stocks publicly traded in the United States, most of which are listed on the New York Stock Exchange, Inc. (the "NYSE"). Stocks in the S&P 500 Index are weighted according to their market capitalizations (i.e., the number of shares outstanding multiplied by the stock's current price). The companies chosen for the S&P 500 Index generally have the largest market value within their respective industries. The composition of the S&P 500 Index is determined by Standard & Poor's and is based on such factors as the market capitalization and trading activity of each stock and its adequacy as a representation of stocks in a particular industry group, and may be changed from time to time. "Standard & Poor's(R)", "S&P", "S&P 500", "Standard & Poor's 500" and "500" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by the Fund. The Fund is not sponsored, endorsed, sold or

(1) This fee represents the advisory fee paid by the corresponding Portfolio of State Street Master Funds.

promoted by S&P, and S&P makes no representation regarding the advisability of investing in the Fund.

Index Futures Contracts and Related Options. The Fund buys and sells futures contracts on the Index and options on those futures contracts. An "index futures" contract is a contract to buy or sell units of an index at an agreed price on a specified future date. Depending on the change in value of the index between the time when the Fund enters into and terminates an index future or option transaction, the Fund realizes a gain or loss. Options and futures transactions involve risks. For example, it is possible that changes in the prices of futures contracts on the Index will not correlate precisely with changes in the value of the Index. In those cases, use of futures contracts and related options might decrease the correlation between the return of the Fund and the return of the Index. In addition, the Fund incurs transaction costs in entering into, and closing out, positions in futures contracts and related options. These costs typically have the effect of reducing the correlation between the return of the Fund and the return of the Index.

Other Derivative Transactions. The Fund may enter into derivatives transactions involving options and swaps. These transactions involve many of the same risks as those described above under "Index Futures Contracts and Related Options." In addition, since many of such transactions are conducted directly with counterparties, and not on an exchange or board of trade, the Fund's ability to realize any investment return on such transactions may be dependent on the counterparty's ability or willingness to meet its obligations.

Repurchase Agreements and Securities Loans. The Fund may enter into repurchase agreements and securities loans. Under a repurchase agreement, the Fund purchases a debt instrument for a relatively short period (usually not more than one week), which the seller agrees to repurchase at a fixed time and price, representing the Fund's cost plus interest. Under a securities loan, the Fund lends portfolio securities. The Fund will enter into repurchase agreements and securities loans only with commercial banks and with registered broker-dealers who are members of a national securities exchange or market makers in government securities, and in the case of repurchase agreements, only if the debt instrument is a U.S. government security. Although the Adviser will monitor these transactions to ensure that they will be fully collateralized at all times, the Fund bears a risk of loss if the other party defaults on its obligation and the Fund is delayed or prevented from exercising its rights to dispose of the collateral. If the other party should become involved in bankruptcy or insolvency proceedings, it is possible that the Fund may be treated as an unsecured creditor and be required to return the underlying collateral to the other party's estate.

Changes in Policies. The Trust's Trustees may change the Fund's investment strategies and other policies without shareholder approval, except as otherwise indicated. The Trustees will not materially change the Fund's investment objective without shareholder approval.

MANAGEMENT AND ORGANIZATION

The Fund and The Portfolio. State Street Institutional Investment Trust is an open-end management investment company. It was organized as a business trust under the laws of the Commonwealth of Massachusetts on February 16, 2000. The Fund is a separate diversified series of the Trust. The Portfolio in which the Fund invests is managed under the general oversight of the Board of Trustees of State Street Master Funds. State Street, through its State Street Global Advisors division, has served as investment adviser to the Portfolio since its inception.

The Trustees of the Fund are responsible for generally overseeing the investments of the Fund's shares. If the Adviser were to invest the Fund's assets directly, it would, subject to such policies as the Trustees may determine, furnish a continuing investment program for the Fund and make investment decisions on its behalf.

The Equity 500 Index Fund offers both Class A and Class B shares. Only the Class A shares of the Fund are discussed in this prospectus.

The Adviser. The Fund has entered into an investment advisory agreement with State Street pursuant to which the Adviser would manage the Fund's assets directly in the event that the Fund were to cease investing substantially all of its assets in the Portfolio. State Street does not receive any fees from the Fund under that agreement so long as the Fund continues to invest substantially all of its assets in the Portfolio or in another investment company.

The Adviser places all orders for purchases and sales of the Fund's (or the underlying Portfolio's) investments. In selecting broker dealers, the Adviser may consider research and brokerage services furnished to it and its affiliates. Affiliates of the Adviser may receive brokerage commissions from the Fund or Portfolio in accordance with procedures adopted by the Trustees under the 1940 Act, which require periodic review of these transactions.

As of March 31, 2000, the Adviser managed approximately $723.3 billion in assets. The Adviser's principal address is Two International Place, Boston, Massachusetts 02110.

The Administrator, Custodian, Transfer and Dividend Disbursing Agent. State Street is the Administrator for the Fund and the Custodian for the Fund's assets, and serves as the Transfer Agent to the Fund. As compensation for its services as Administrator, Custodian and Transfer Agent (and for assuming ordinary operating expenses of the Fund, including ordinary legal and audit expenses), State Street receives a fee at an annual rate of 0.05% of average daily net assets of the Fund.

loans, request deposit of collateral, monitor daily the value of the loaned securities and collateral, request that the borrowers add to the collateral when required by the loan agreements, and provide record-keeping and accounting services necessary for the operation of the program. For its services, the lending agent would typically receive a portion of the next investment income, if any, earned on the collateral for the securities loaned. (At any time when the Fund invests in the Portfolio, the Fund would not likely engage directly in securities lending activities; State Street may serve as lending agent for the Portfolio on the same terms.)

SHAREHOLDER INFORMATION

Determination of Net Asset Value. The Fund's net asset value is calculated on each day the New York Stock Exchange (the "NYSE") is open as of the close of regular trading on the NYSE. The net asset value is based on the market value of the securities held in the Fund. The net asset value per share is calculated by dividing the value of the net asset value of the Fund by the number of shares outstanding. If quotations are not readily available, the portfolio securities will be valued by methods approved by the Trustees intended to reflect fair value.

Purchasing Shares. Investors pay no sales load to invest in this Fund. The price for Fund shares is the net asset value per share. Orders will be priced at the net asset value next calculated after the order is accepted by the Fund.

There is no minimum initial investment in the Fund, although the Trustees may impose a minimum initial investment amount at any time. There is no minimum subsequent investment. The Fund intends to be as fully invested as is practicable; therefore, investments must be made either in Federal Funds (i.e., monies credited to the account of the Fund's custodian bank by a Federal Reserve Bank) or securities acceptable to the Adviser. (Please consult your tax adviser regarding in-kind transactions.) The Fund reserves the right to cease accepting investments at any time or to reject any investment order.

Redeeming Shares. An investor may withdraw all or any portion of its investment at the net asset value next determined after it submits a withdrawal request, in proper form, to the Fund. The Fund will pay the proceeds of the withdrawal either in Federal Funds or in securities ("in-kind") at the discretion of the Adviser, normally on the next Fund business day after the withdrawal, but in any event no more than seven days after the withdrawal. (Please consult your tax adviser regarding in-kind transactions.) At the request of an investor, the Fund will normally redeem in-kind to the investor. The right of any investor to receive payment with respect to any withdrawal may be suspended or the payment of the withdrawal proceeds postponed during any period in which the NYSE is closed (other than weekends or holidays) or trading on the NYSE is restricted or, to the extent otherwise permitted by the 1940 Act, if an emergency exists.

DISTRIBUTION/SERVICING (12b-1) PLAN

The Fund has adopted a distribution plan under which the Fund may compensate its distributor (or others) for services in connection with the distribution of the Fund's Class A shares and for services provided to Fund shareholders. The plan calls for payments at an annual rate (based on average net assets) of up to 0.15%. Because these fees are paid out of the Fund's assets on an ongoing basis, they will increase the cost of your investment and may cost you more over time than paying other types of sales charges.

DIVIDENDS, DISTRIBUTIONS AND TAX CONSIDERATIONS

Dividends and capital gains of the Fund will be declared and paid annually.

For federal income tax purposes, distributions of investment income are taxable as ordinary income. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated them, rather than how long you have owned your shares. Distributions are taxable to you even if they are paid from income or gains earned by the Fund before your investment (and thus were included in the price you paid). Distributions of gains from investments that the Fund owned for more than one year will be taxable as capital gains (generally at a 20% rate for noncorporate shareholders). Distributions of gains from investments that the Fund owned for one year or less will be taxable as ordinary income. Distributions are taxable whether you received them in cash or reinvested them in additional shares.

Any gain resulting from the sale or exchange of your shares will generally also be subject to tax. You should consult your tax advisor for more information on your own tax situation, including possible foreign, state and local taxes.

For more information about STATE STREET EQUITY 500 INDEX FUND:

The Fund's statement of additional information (SAI) includes additional information about the Fund and is incorporated by reference into this document. Additional information about the Fund's investments will be available in the Fund's annual and semi-annual reports to shareholders. In the Fund's annual report, you will fund a discussion of the market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year.

The SAI and the Fund's annual and semi-annual reports will be available, without charge, upon request. Shareholders in the Fund may make inquiries to the Fund to receive such information by calling the Fund toll free at 1-877-517-9758.

Information about the Fund (including the SAI) can be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-942-8090. Reports and other information about the Fund are available free of charge on the EDGAR Database on the Commission's Internet site at http://www.sec.gov; copies of this information also may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address:
publicinfo@sec.gov, or by writing the Commission's Public Reference Section, Washington, D.C. 20549-0102.

STATE STREET GLOBAL ADVISORS
TWO INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02109
1-877-517-9758

The State Street Institutional Investment Trust's Investment Company Act File Number is 811-9819.

State Street Institutional Investment Trust

PO Box 1713, Boston, Massachusetts 02105-1713

(877) 517-9758

STATE STREET EQUITY 500 INDEX FUND
CLASS B SHARES

Prospectus Dated September 5, 2000

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

INTRODUCTION

The State Street Equity 500 Index Fund (the "Fund") is a mutual fund that seeks to provide an investment return matching, as closely as possible before expenses, the performance of the Standard & Poor's 500(R) Composite Stock Price Index (the "S&P 500 Index" or the "Index"). The Fund is a series of the State Street Institutional Investment Trust (the "Trust"), which is an open-end management investment company organized under the laws of the Commonwealth of Massachusetts. State Street Bank and Trust Company, acting through its division, State Street Global Advisors (the "Adviser"), is the investment adviser to the Fund and to the portfolio in which it invests.

RISK/RETURN SUMMARY

In addition, the Fund may at times purchase or sell futures contracts on the Index, or options on those futures, in lieu of investment directly in the stocks making up the Index. The Fund might do so, for example, in order to increase its investment exposure pending investment of cash in the stocks comprising the Index. Alternatively, the Fund might use futures or options on futures to reduce its investment exposure in situations where it intends to sell a portion of the stocks in its portfolio but the sale has not yet been completed. The Fund may also, to the extent permitted by applicable law, invest in shares of other mutual funds whose investment objectives and policies are similar to those of the Fund. The Fund may also enter into other derivatives transactions, including the purchase or sale of options or enter into swap transactions, to assist in matching the performance of the Index.

Principal Risks.

- Stock values could decline generally or could under-perform other investments.

Performance Information.

Performance information for the Fund has been omitted because the Fund had not commenced investment operations as of the date of this Prospectus.

FEES AND EXPENSES

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

Management Fees(1)                                   0.045%

Distribution (12b-1) Fees                            0.25%

Other Expenses                                       0.05%
                                                     ------
Total Annual Fund Operating Expenses                 0.345%

Example: This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 year                    3 years
  $35                       $111

OTHER INVESTMENT CONSIDERATIONS AND RISKS

Index Futures Contracts and Related Options. The Fund may buy and sell futures contracts on the Index and options on those futures contracts. An "index futures" contract is a contract to buy or sell units of an index at an agreed price on a specified future date. Depending on the change in value of the index between the time when the Fund enters into and terminates an index future or option transaction, the Fund realizes a gain or loss. Options and futures transactions involve risks. For example, it is possible that changes in the prices of futures contracts on the Index will not correlate precisely with changes in the value of the Index. In those cases, use of futures contracts and related options might decrease the correlation between the return of the Fund and the return of the Index. In addition, the Fund incurs transaction costs in entering into, and closing out, positions in futures contracts and related options. These costs typically have the effect of reducing the correlation between the return of the Fund and the return of the Index.

MANAGEMENT AND ORGANIZATION

The Equity 500 Index Fund offers both Class A and Class B shares. Only the Class B shares of the Fund are discussed in this prospectus.

As of March 31, 2000, the Adviser managed approximately $723.3 billion in assets. The Adviser's principal address is Two International Place, Boston, Massachusetts 02110.

loans, request deposit of collateral, monitor daily the value of the loaned securities and collateral, request that borrowers add to the collateral when required by the loan agreements, and provide record-keeping and accounting services necessary for the operation of the program. For its services, the lending agent would typically receive a portion of the net investment income, if any, earned on the collateral for the securities loaned. (At any time when the Fund invests in the Portfolio, the Fund would not likely engage directly in securities lending activities; State Street may serve as lending agent for the Portfolio on the same terms.)

SHAREHOLDER INFORMATION

DISTRIBUTION/SERVICING (12B-1) PLAN

The Fund has adopted a distribution plan under which the Fund may compensate its distributor (or others) for services in connection with the distribution of the Fund's Class B shares and for services provided to Fund shareholders. The plan calls for payments at an annual rate (based on average net assets) of up to 0.25%. Because these fees are paid out of the Fund's assets on an ongoing basis, they will increase the cost of your investment and may cost you more over time than paying other types of sales charges.

DIVIDENDS, DISTRIBUTIONS AND TAX CONSIDERATIONS

Dividends and capital gains will be declared and paid annually.

For more information about STATE STREET EQUITY 500 INDEX FUND:

The Fund's statement of additional information (SAI) includes additional information about the Fund and is incorporated by reference into this document. Additional information about the Fund's investments will be available in the Fund's annual and semi-annual reports to shareholders. In the Fund's annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year.

STATE STREET GLOBAL ADVISORS
TWO INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02109
1-877-517-9758

The State Street Institutional Investment Trust's Investment Company Act File Number is 811-9819.

State Street Institutional Investment Trust PO Box 1713, Boston, Massachusetts 02105-1713

(877) 517-9758

STATE STREET EQUITY 400 INDEX FUND

Prospectus Dated September 5, 2000

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

INTRODUCTION

The State Street Equity 400 Index Fund (the "Fund") is a mutual fund that seeks to provide an investment return matching, as closely as possible before expenses, the performance of the Standard & Poor's MidCap 400(R) Composite Stock Price Index (the "S&P 400 Index" or the "Index"). The Fund is a series of the State Street Institutional Investment Trust (the "Trust"), which is an open-end management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts. State Street Bank and Trust Company, acting through its division, State Street Global Advisors (the "Adviser"), is the investment adviser to the Fund and to the portfolio in which it invests.

RISK/RETURN SUMMARY

Investment Objective. The Fund's investment objective is to match as closely as possible, before expenses, the performance of the S&P 400 Index. The Fund seeks to achieve its investment objective by investing substantially all of its investable assets in a corresponding portfolio (the "Portfolio") of State Street Master Funds that has the same investment objective as, and investment policies that are substantially similar to those of, the Fund. In reviewing the investment objective and policies of the Fund below, you should assume that the investment objective and policies of the Portfolio are the same in all material respects as those of the Fund (and that, at times when the Fund has invested its assets in the Portfolio, the descriptions below of the Fund's investment strategies and risks should be read as also applicable to the Portfolio). There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund is not managed according to traditional methods of "active" investment management, which involve the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Instead, the Fund, using a "passive" or "indexing" investment approach, attempts to match, before expenses, the performance of the S&P 400 Index. The S&P 400 Index is a well-known stock market index that includes common stocks of 400 mid-sized companies from several industrial sectors representing a significant portion of the market value of all stocks publicly traded in the United States. (For a discussion of how the securities in the S&P 400 Index are selected, see "Other Investment Considerations and Risks - The S&P400 Index", below.) The Adviser seeks a correlation of 0.95 or better between the Fund's performance and the performance of the Index. (1.00 would represent perfect correlation.)

The Fund intends to invest in all of the stocks comprising the Index in proportion to their weightings in the Index. However, under various circumstances, it may not be possible or practicable to purchase all 400 stocks in those weightings. In those circumstances, the Fund may purchase a sample of the stocks in the Index in proportions expected by the Adviser to match generally the performance of the Index as a whole. In addition, from time to time stocks are added to or removed from the Index. The Fund

may sell stocks that are represented in the Index, or purchase stocks that are not yet represented in the Index, in anticipation of their removal from or addition to the Index.

In addition, the Fund may at times purchase or sell futures contracts on the Index, or options on those futures, in lieu of investment directly in the stocks making up the Index. The Fund might do so, for example, in order to increase its investment exposure pending investment of cash in the stocks comprising the Index. Alternatively, the Fund might use futures or options on futures to reduce its investment exposure in situations where it intends to sell a portion of the stocks in its portfolio but the sale has not yet been completed. The Fund may also, to the extent permitted by applicable law, invest in shares of other mutual funds whose investment objectives and policies are similar to those of the Fund. The Fund may also enter into other derivatives transactions, including the purchase or sale of options or enter into swap transactions, to assist in matching the performance of the Index.

Principal Risks.

- Stock values could decline generally or could under-perform other investments.

- Because the S&P 400 Index includes stocks of mainly mid-capitalization companies, the Fund's investments consist mainly of stocks of mid-capitalization companies. Returns on investments in mid-cap stocks could be more volatile than, or trail the returns on, investments in larger or smaller capitalization U.S. stocks.

- Mid-cap companies may be more likely than large-cap companies to have relatively limited product lines, markets or financial resources, or depend on a few key employees.

Performance Information.

Performance information for the Fund has been omitted because the Fund had not commenced investment operations as of the date of this Prospectus.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. As a shareholder in a Portfolio, the Fund bears its ratable share of the Portfolio's expenses, including advisory and administrative fees, and at the same time continues to pay its own fees and expenses. The table and the Example reflect the expenses of both the Fund and the Portfolio.

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

Management Fees(2)                                   0.08%

Distribution (12b-1) Fees                            0.25%

Other Expenses                                       0.10%

Total Annual Fund Operating Expenses                 0.43%

1 year                          3 years
 $44                             $138

OTHER INVESTMENT CONSIDERATIONS AND RISKS

The S&P 400 Index. The S&P 400 Index is a well-known stock market index that includes common stocks of 400 companies from several industrial sectors representing a significant portion of the market value of all common stocks publicly traded in the United States, most of which are listed on the New York Stock Exchange, Inc. (the "NYSE"). Unlike the S&P 500 Index, which is designed to represent the performance of the large-capitalization sector of the U.S. securities market, the S&P 400 Index is designed to represent the performance of the mid-capitalization sector of the U.S. securities market. Stocks in the S&P 400 Index are weighted according to their market capitalizations (i.e., the number of shares outstanding multiplied by the stock's current price). The companies chosen for the S&P 400 Index generally have market values between $800 million and $3 billion, depending upon current equity market valuations. (Stocks in the S&P 400 Index

(2) This fee represents the advisory fee paid by the corresponding Portfolio of State Street Master Funds.

will not simultaneously be listed in the S&P 500 Index.) The composition of the S&P 400 Index is determined by Standard & Poor's and is based on such factors as the market capitalization and trading activity of each stock and its adequacy as a representation of stocks in a particular industry group, and may be changed from time to time. "Standard & Poor's(R)", "S&P", "S&P 400", "Standard & Poor's 400" and "400" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by the Fund. The Fund is not sponsored, endorsed, sold or promoted by S&P, and S&P makes no representation regarding the advisability of investing in the Fund.

MANAGEMENT AND ORGANIZATION

As of March 31, 2000, the Adviser managed approximately $723.3 billion in assets. The Adviser's principal address is Two International Place, Boston, Massachusetts 02110.

The Lending Agent. State Street may serve as the lending agent for the Trust. In such capacity, it would cause the delivery of loaned securities from the Fund to borrowers, arrange for the return of loaned securities to the Fund at the termination of loans, request deposit of collateral, monitor daily the value of the loaned securities and collateral, request that borrowers add to the collateral when required by the loan agreements, and provide record-keeping and accounting services necessary for the operation of the program. For its services, the lending agent would typically receive a portion of the net investment income, if any, earned on the collateral for the securities loaned. (At any time when the Fund invests in the Portfolio, the Fund would not likely engage directly in securities lending activities; State Street may serve as lending agent for the Portfolio on the same terms.)

SHAREHOLDER INFORMATION

DISTRIBUTION/SERVICING (12b-1) PLAN

The Fund has adopted a distribution plan under which the Fund may compensate its distributor (or others) for services in connection with the distribution of the Fund's shares and for services provided to Fund shareholders. The plan calls for payments at an annual rate (based on average net assets) of up to 0.25%. Because these fees are paid out of the Fund's assets on an ongoing basis, they will increase the cost of your investment and may cost you more over time than paying other types of sales charges.

DIVIDENDS, DISTRIBUTIONS AND TAX CONSIDERATIONS

Dividends and capital gains of the Fund will be declared and paid annually.

For more information about STATE STREET EQUITY 400 INDEX FUND:

The Fund's statement of additional information (SAI) includes additional information about the Fund and is incorporated by reference into this document. Additional information about the Fund's investments will be available in the Fund's annual and semi-annual reports to shareholders after the Fund has been in existence for a calendar year. In the Fund's annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year.

The SAI and the Fund's annual and semi-annual reports are available, without charge, upon request. Shareholders in the Fund may make inquiries to the Fund to receive such information by calling the Fund toll free at 1-877-517-9758.

STATE STREET GLOBAL ADVISORS
TWO INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02109
1-877-517-9758

The State Street Institutional Investment Trust's Investment Company Act File Number is 811-9819.

State Street Institutional Investment Trust PO Box 1713, Boston, Massachusetts 02105-1713

(877) 517-9758

STATE STREET EQUITY 2000 INDEX FUND

Prospectus Dated September 5, 2000

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

INTRODUCTION

The State Street Equity 2000 Index Fund (the "Fund") is a mutual fund that seeks to provide an investment return matching, as closely as possible before expenses, the performance of the Russell 2000(R) Index (the "Russell 2000 Index" or the "Index"). The Fund is a series of the State Street Institutional Investment Trust, which is an open-end management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts. State Street Bank and Trust Company, acting through its division, State Street Global Advisors (the "Adviser"), is the investment adviser to the Fund and to the portfolio in which it invests.

RISK/RETURN SUMMARY

Investment Objective. The Fund's investment objective is to match as closely as possible, before expenses, the performance of the Russell 2000 Index. The Fund seeks to achieve its investment objective by investing substantially all of its investable assets in a corresponding portfolio (the "Portfolio") of State Street Master Funds that has the same investment objective as, and investment policies that are substantially similar to those of, the Fund. In reviewing the investment objective and policies of the Fund below, you should assume that the investment objective and policies of the Portfolio are the same in all material respects as those of the Fund (and that, at times when the Fund has invested its assets in the Portfolio, the descriptions below of the Fund's investment strategies and risks should be read as also applicable to the Portfolio). There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund uses a management strategy designed to track the performance of the Russell 2000 Index. The Russell 2000 Index is one of the most widely accepted benchmarks of U.S. small capitalization stock market total return. It includes the 2,000 smallest capitalization stocks of the 3,000 largest capitalization U.S. stocks.

The Fund, using an "indexing" investment approach, attempts to match, before expenses, the performance of the Russell 2000 Index. The Adviser seeks a correlation of 0.95 or better between the Fund's performance and the performance of the Index. (1.00 would represent perfect correlation.)

The Fund may invest in all of the stocks comprising the Index in proportion to their weightings in the Index. However, under various circumstances, it may not be possible or practicable to purchase all of those stocks in those weightings. In those circumstances, the Fund may purchase a sample of the stocks in the Index in proportions expected by the Adviser to match generally the performance of the Index as a whole. In addition, from time to time stocks are added to or removed from the Index. The Fund may sell stocks that are represented in the Index, or purchase stocks that are not yet represented in the Index, in anticipation of their removal from or addition to the Index.

In addition, the Fund may at times purchase or sell futures contracts on the Index, or on U.S. securities, or options on those futures, in lieu of investment directly in debt securities. The Fund might do so, for example, in order to increase its investment exposure pending investment in debt securities. Alternatively, the Fund might use futures or options on futures to reduce its investment exposure in situations where it intends to sell a portion of the stocks in its portfolio but the sale has not yet been completed. The Fund may also, to the extent permitted by applicable law, invest in shares of other mutual funds whose investment objectives and policies are similar to those of the Fund. The Fund may also enter into other derivatives transactions, including the purchase or sale of options or enter into swap transactions, to assist in matching the performance of the Index.

Principal Risks.

- Stock values could decline generally or could under-perform other investments.

- Returns on investments in stocks of small U.S. companies could trail the returns on investments in stocks of larger companies.

- Small companies may be more likely than mid-cap and large-cap companies to have relatively limited product lines, markets or financial resources, or depend on a few key employees.

- The Fund's return may not match the return of the Index for a number of reasons. For example, the return on the securities and other investments selected by the Adviser may not correlate precisely with the return on the Index. The Fund incurs a number of operating expenses not applicable to the Index, and incurs costs in buying and selling securities. The Fund may not be fully invested at times, either as a result of cash flows into the Fund or reserves of cash held by the Fund to meet redemptions. The return on the sample of stocks purchased by the Adviser, or futures or other derivative positions taken by the Adviser, to match the performance of the Index may not correlate precisely with the return on the Index.

Performance Information.

Performance information for the Fund has been omitted because the Fund had not commenced investment operations as of the date of this Prospectus.

FEES AND EXPENSES

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

Management Fees(1)                                   0.10%

Distribution (12b-1) Fees                            0.25%

Other Expenses                                       0.10%
                                                     -----
Total Annual Fund Operating Expenses                 0.45%

1 year                      3 years
 $46                         $145

OTHER INVESTMENT CONSIDERATIONS AND RISKS

The Russell 2000 Index. The Russell 2000 Index is composed of 2000 common stocks, which are chosen by Frank Russell Company ("Russell"), based upon market capitalization. Each year on May 31st, Russell ranks the 3,000 largest U.S. stocks by market capitalization in order to create the Russell 3000 Index, which represents approximately 98% of the total U.S. equity market. After the initial list of 3,000 eligible stocks is determined, the shares outstanding for each company are adjusted for corporate cross-ownership and large private holdings. The Russell 2000 Index is a subset of the Russell 3000 Index, representing the smallest 2000 stocks of the Russell 3000 Index. The purpose of the Russell 2000 Index is to provide a comprehensive representation of the investable U.S. small-capitalization equity market. The inclusion of a stock in the Russell 2000 Index in no way implies that Russell believes the stock to be an attractive investment, nor is Russell a sponsor or in any way affiliated with the Fund. The 2000 securities, most of which trade on the New York Stock Exchange and NASDAQ,

represent approximately 8% of the market value of all U.S. common stocks. Russell indices only include common stocks domiciled in the United States and its territories.

REITs. The Fund may invest in real estate investment trusts, known as "REITs". REITs involve certain special risks in addition to those risks associated with investing in the real estate industry in general (such as possible declines in the value of real estate, lack of availability of mortgage funds or extended vacancies of property). Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are subject to heavy cash flow dependency, risks of default by borrowers, and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Internal Revenue Code, and failing to maintain their exemptions from registration under the 1940 Act. Investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in limited volume and may be subject to more volatility than other investments.

agreements, only if the debt instrument is a U.S. government security. Although the Adviser will monitor these transactions to ensure that they will be fully collateralized at all times, the Fund bears a risk of loss if the other party defaults on its obligation and the Fund is delayed or prevented from exercising its rights to dispose of the collateral. If the other party should become involved in bankruptcy or insolvency proceedings, it is possible that the Fund may be treated as an unsecured creditor and be required to return the underlying collateral to the other party's estate.

MANAGEMENT AND ORGANIZATION

As of March 31, 2000, the Adviser managed approximately $723.3 billion in assets. The Adviser's principal address is Two International Place, Boston, Massachusetts 02110.

SHAREHOLDER INFORMATION

Fund business day after the withdrawal, but in any event no more than seven days after the withdrawal. (Please consult your tax adviser regarding in-kind transactions.) At the request of an investor, the Fund will normally redeem in-kind to the investor. Investments in the Fund may not be transferred. The right of any investor to receive payment with respect to any withdrawal may be suspended or the payment of the withdrawal proceeds postponed during any period in which the NYSE is closed (other than weekends or holidays) or trading on the NYSE is restricted or, to the extent otherwise permitted by the 1940 Act, if an emergency exists.

DISTRIBUTION/SERVICING (12B-1) PLAN

DIVIDENDS, DISTRIBUTIONS AND TAX CONSIDERATIONS

Dividends and capital gains of the Fund will be declared and paid annually.

For more information about STATE STREET EQUITY 2000 INDEX FUND:

The Fund's statement of additional information (SAI) includes additional information about the Fund and is incorporated by reference into this document. Additional information about the Fund's investments will be available in the Fund's annual and semi-annual reports to shareholders after the Fund has been in existence for a calendar year. In the Fund's annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year.

STATE STREET GLOBAL ADVISORS
TWO INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02109
1-877-517-9758

The State Street Institutional Investment Trust's Investment Company Act File Number is 811-9819.

State Street Institutional Investment Trust

PO Box 1713, Boston, Massachusetts 02105-1713

(877) 517-9758

STATE STREET MSCI EAFE INDEX FUND

Prospectus Dated September 5, 2000

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

INTRODUCTION

The State Street MSCI EAFE Index Fund (the "Fund") is a mutual fund that seeks to provide an investment return matching, as closely as possible before expenses, the performance of the Morgan Stanley Capital International (MSCI(R)) Europe, Australia, Far East (EAFE(R)) Index (the "MSCI EAFE Index" or the "Index"). The Fund is a series of the State Street Institutional Investment Trust (the "Trust"), which is an open-end management investment company organized under the laws of the Commonwealth of Massachusetts. State Street Bank and Trust Company, acting through its division, State Street Global Advisors (the "Adviser"), is the investment adviser to the Fund and to the portfolio in which it invests.

RISK/RETURN SUMMARY

Investment Objective. The Fund's investment objective is to match as closely as possible, before expenses, the performance of the MSCI EAFE Index. The Fund seeks to achieve its investment objective by investing substantially all of its investable assets in a corresponding portfolio (the "Portfolio") of State Street Master Funds that has the same investment objective as, and investment policies that are substantially similar to those of, the Fund. In reviewing the investment objective and policies of the Fund below, you should assume that the investment objective and policies of the Portfolio are the same in all material respects as those of the Fund (and that, at times when the Fund has invested its assets in the Portfolio, the descriptions below of the Fund's investment strategies and risks should be read as also applicable to the Portfolio). There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund is not managed according to traditional methods of "active" investment management, which involve the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Instead, the Fund, using a "passive" or "indexing" investment approach, attempts to replicate, before expenses, the performance of the MSCI EAFE Index. The MSCI EAFE Index is a well-known international stock market index that includes over 1,000 securities listed on the stock exchanges of 20 developed market countries (but not the United States). The Adviser seeks a correlation of 0.95 or better between the Fund's performance and the performance of the Index. (1.00 would represent perfect correlation.)

In addition, the Fund may at times purchase or sell futures contracts on the Index, or options on those futures, in lieu of investment directly in the stocks making up the Index. The Fund might do so, for example, in order to increase its investment exposure pending investment of cash in the stocks comprising the Index. Alternatively, the Fund might use futures or options on futures to reduce its investment exposure in situations where it intends to sell a portion of the stocks in its portfolio but the sale has not yet been completed. The Fund may also, to the extent permitted by applicable law, invest in shares of other mutual funds whose investment objectives and policies are similar to those of the Fund. The Fund may also enter into other derivatives transactions, including the purchase or sale of options or enter into swap transactions, to assist in matching the performance of the Index.

Principal Risks.

- Stock values could decline generally or could under-perform other investments.

- Returns on investments in foreign stocks could be more volatile than, or trail the returns on, investments in U.S. stocks.

- Foreign investments are subject to a variety of risks not associated with investing in the United States, including currency fluctuations, economic or financial instability, lack of timely or reliable information, and unfavorable political or legal developments.

Performance Information.

Performance information for the Fund has been omitted because the Fund had not commenced investment operations as of the date of this Prospectus.

FEES AND EXPENSES

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

Management Fees(1)                                   0.15%

Distribution (12b-1) Fees                            0.25%

Other Expenses                                       0.10%
                                                     ------
Total Annual Fund Operating Expenses                 0.50%

1 year                             3 years
 $51                                $161

OTHER INVESTMENT CONSIDERATIONS AND RISKS

The MSCI EAFE Index. The MSCI EAFE Index is an arithmetic, market value-weighted average of the performance of over 1,000 securities listed on the stock exchanges of the countries determined by MSCI to be "developed". Although the list of developed markets may change over time, at the date of this prospectus, these included: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The designation of a market as "developed", by MSCI, arises from several factors, the most common of which is minimum gross domestic product per capita. The MSCI EAFE Index is structured to represent the opportunities available to an international investor in developed markets. MSCI targets 60% of the available market capitalization of each country for inclusion in the Index. Securities selected by MSCI for inclusion in the Index must have acceptable levels of liquidity and free float. MSCI also avoids inclusion of companies that have a significant ownership stake in another company since substantial cross-ownership can skew industry

weights, distort country-level valuations and overstate a country's true market size. The inclusion of a stock in the MSCI EAFE Index in no way implies that MSCI believes the stock to be an attractive investment, nor is MSCI a sponsor or in any way affiliated with the Fund. The MSCI EAFE Index is the exclusive property of MSCI. Morgan Stanley Capital International is a service mark of MSCI and has been licensed for use by the Trust.

Changes in Policies. The Trust's Trustees may change the Fund's investment strategies and other policies without shareholder approval, except as otherwise indicated.

The Trustees will not materially change the Fund's investment objective without shareholder approval.

MANAGEMENT AND ORGANIZATION

As of March 31, 2000, the Adviser managed approximately $723.3 billion in assets. The Adviser's principal address is Two International Place, Boston, Massachusetts 02110.

SHAREHOLDER INFORMATION

Redeeming Shares. An investor may withdraw all or any portion of its investment at the net asset value next determined after it submits a withdrawal request, in proper form, to the Fund. The Fund will pay the proceeds of the withdrawal either in Federal Funds or in securities ("in-kind") at the discretion of the Adviser, normally on the next Fund business day after the withdrawal, but in any event no more than seven days after the withdrawal. (Please consult your tax advisor regarding in-kind transactions.) At the request of an investor, the Fund will normally redeem in-kind to the investor. The right of any investor to receive payment with respect to any withdrawal may be suspended or the payment of the withdrawal proceeds postponed during any period in which the NYSE is closed (other than weekends or holidays) or trading on the NYSE is restricted or, to the extent otherwise permitted by the 1940 Act, if an emergency exists.

DISTRIBUTION/SERVICING (12B-1) PLAN

DIVIDENDS, DISTRIBUTIONS AND TAX CONSIDERATIONS

Dividends and capital gains of the Fund will be declared and paid annually.

The Fund's investments in foreign securities may be subject to foreign withholding taxes. In that case, the Fund's yield on those securities would be decreased. Shareholders may be entitled to claim a credit or deduction with respect to foreign taxes. In addition, the Fund's investments in foreign securities or foreign currencies may increase or accelerate the Fund's recognition of ordinary income and may affect the timing or amount of the Fund's distributions.

For more information about STATE STREET MSCI EAFE INDEX FUND:

The Fund's statement of additional information (SAI) includes additional information about the Fund and is incorporated by reference into this document. Additional information about the Fund's investments will be available in the Fund's annual and semi-annual reports to shareholders after the Fund has been in existence for a calendar year. In the Fund's annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year.

STATE STREET GLOBAL ADVISORS
TWO INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02109
1-877-517-9758

The State Street Institutional Investment Trust's Investment Company Act File Number is 811-9819.

State Street Institutional Investment Trust

PO Box 1713, Boston, Massachusetts 02105-1713

(877) 517-9758

STATE STREET AGGREGATE BOND INDEX FUND

Prospectus Dated September 5, 2000

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

INTRODUCTION

The State Street Aggregate Bond Index Fund (the "Fund") is a mutual fund that seeks to provide an investment return matching, as closely as possible before expenses, the performance of the Lehman Brothers Aggregate Bond Index (the "LBAB Index" or the "Index"). The Fund is a series of the State Street Institutional Investment Trust, which is an open-end management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts. State Street Bank and Trust Company, acting through its division, State Street Global Advisors (the "Adviser"), is the investment adviser to the Fund and to the portfolio in which it invests.

RISK/RETURN SUMMARY

Investment Objective. The Fund's investment objective is to match as closely as possible, before expenses, the performance of the LBAB INDEX. The Fund seeks to achieve its investment objective by investing substantially all of its investable assets in a corresponding portfolio (the "Portfolio") of State Street Master Funds that has the same investment objective as, and investment policies that are substantially similar to those of, the Fund. In reviewing the investment objective and policies of the Fund below, you should assume that the investment objective and policies of the Portfolio are the same in all material respects as those of the Fund (and that, at times when the Fund has invested its assets in the Portfolio, the descriptions below of the Fund's investment strategies and risks should be read as also applicable to the Portfolio). There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund uses a management strategy designed to track the performance of the LBAB Index. The LBAB Index is a well-known fixed-income securities index, which emphasizes government securities, mortgage-backed securities and corporate investment-grade debt securities.

The Adviser seeks to track the performance of the LBAB Index by investing in debt securities and other investments that are representative of the LBAB Index as a whole. Due to the large number of securities in the LBAB Index and the fact that certain Index securities are unavailable for purchase, complete replication is not possible. Rather, the Fund intends to select securities that the Adviser believes will track the LBAB Index in terms of industry weightings, market capitalization and other characteristics.

The Fund may make direct investments in U.S. government securities; corporate debt securities; mortgage-backed and other asset-backed securities; commercial paper, notes, and bonds issued by domestic and foreign corporations; instruments of U.S. and foreign banks, including certificates of deposit, time deposits, letters of credit, and banker's acceptances; and swap agreements. Securities in which the Fund invests may be fixed-income securities, zero-coupon securities, or variable rate securities. In addition, the Fund may at times purchase or sell futures contracts and options on the LBAB Index (or other fixed-income securities indices), if and when they become available. The Fund might do so, for example, in order to adjust the interest-rate sensitivity of the Fund to

bring it more closely in line with that of the Index. It might also do so to increase its investment exposure pending investment of cash in the bonds comprising the Index or to reduce its investment exposure in situations where it intends to sell a portion of the securities in its portfolio but the sale has not yet been completed. The Fund may also, to the extent permitted by applicable law, invest in shares of other mutual funds whose investment objectives and policies are similar to those of the Fund. The Fund may also enter into other derivatives transactions, including the purchase or sale of options or entering into swap transactions, to assist in matching the performance of the Index.

Principal Risks.

- Values of fixed-income securities could decline generally in response to changes in interest rates or other factors. In general, the price of a fixed-income security may fall when interest rates rise and may rise when interest rates fall. Securities with longer maturities may be more sensitive to interest rate changes than securities with shorter maturities are.

- Returns on investments in fixed-income securities could trail the returns on other investment options, including investments in equity securities.

- Issuers of the Fund's investments may not make timely payments of interest and principal or may fail to make such payments at all.

Performance Information.

Performance information for the Fund has been omitted because the Fund had not commenced investment operations as of the date of this Prospectus.

FEES AND EXPENSES

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

Management Fees(1)                                       0.10%

Distribution (12b-1) Fees                                0.25%

Other Expenses                                           0.10%
                                                         ------
Total Annual Fund Operating Expenses                     0.45%

1 year                                      3 years
 $46                                         $145

OTHER INVESTMENT CONSIDERATIONS AND RISKS

The LBAB Index. The LBAB Index is a well-known bond market index that covers the U.S. investment-grade fixed-income bond market, including government, corporate, mortgage-backed and asset-backed bonds, all with maturities of over one year. As of March 31, 2000, the average duration of the LBAB Index was 4.93 years. During the period from January 1, 1989 through March 31, 2000, the average duration of the LBAB Index ranged between 4.15 years and 5.04 years. Bonds in the LBAB Index are weighted according to their market capitalizations. The composition of the Index is determined by Lehman Brothers and is based on such factors as the market capitalization of each bond, its remaining time to maturity and quality rating as determined by Moody's Investor Securities, an outside ratings agency, and may be changed from time to time. The Fund is not sponsored, endorsed, sold, or promoted by Lehman Brothers, and Lehman Brothers makes no representation regarding the advisability of investing in the Fund.

Debt Securities. The values of debt securities generally rise and fall inversely with changes in interest rates. Interest rate risk is usually greater for debt securities with longer maturities. The Fund's investments will normally include debt securities with longer maturities, although the Adviser will seek to ensure that the maturity characteristics of the Fund as a whole will generally be similar to those of the LBAB Index. Mortgage-backed and asset-backed securities are also subject to increased interest rate risk, because prepayment rates on such securities typically increase as interest rates decline and decrease as interest rates rise. Changes in prepayment rates on mortgage-backed and asset-backed securities effectively increase and decrease the Fund's average maturity when that is least desirable. The Fund will also be subject to credit risk (the risk that the issuer of a security will fail to make timely payments of interest and principal).

Futures Contracts and Related Options. The Fund may buy and sell futures contracts on securities contained in the LBAB Index and options on those futures contracts. A "futures contract" on debt securities (such as U.S. Treasury securities) is a contract to buy or sell units of an index at an agreed price on a specified future date. Depending on the change in value of the index between the time when the Fund enters into and terminates an index future or option transaction, the Fund realizes a gain or loss. Options and futures transactions involve risks. For example, it is possible that changes in the prices of futures contracts on the Index will not correlate precisely with changes in the value of the underlying security. In those cases, use of futures contracts and related options might decrease the correlation between the return of the Fund and the return of the LBAB Index. In addition, the Fund incurs transaction costs in entering into, and closing out, positions in futures contracts and related options. These costs typically have the effect of reducing the correlation between the return of the Fund and the return of the LBAB Index.

Other Derivative Transactions. The Fund may enter into derivatives transactions involving options and swaps. These transactions involve many of the same risks as those described above under "Futures Contracts and Related Options." In addition, since many of such transactions are conducted directly with counterparties, and not on an exchange or board of trade, the Fund's ability to realize any investment return on such transactions may be dependent on the counterparty's ability or willingness to meet its obligations.

other party should become involved in bankruptcy or insolvency proceedings, it is possible that the Fund may be treated as an unsecured creditor and be required to return the underlying collateral to the other party's estate.

MANAGEMENT AND ORGANIZATION

As of March 31, 2000, the Adviser managed approximately $723.3 billion in assets. The Adviser's principal address is Two International Place, Boston, Massachusetts 02110.

expenses of the Fund, including ordinary legal and audit expenses), State Street receives a fee at an annual rate of 0.10% of average daily net assets of the Fund.

SHAREHOLDER INFORMATION

payment of the withdrawal proceeds postponed during any period in which the NYSE is closed (other than weekends or holidays) or trading on the NYSE is restricted or, to the extent otherwise permitted by the 1940 Act, if an emergency exists.

DISTRIBUTION/SERVICING (12B-1) PLAN

DIVIDENDS, DISTRIBUTIONS AND TAX CONSIDERATIONS

Dividends and capital gains of the Fund will be declared and paid annually.

For more information about STATE STREET AGGREGATE BOND INDEX FUND:

The Fund's statement of additional information (SAI) includes additional information about the Fund and is incorporated by reference into this document. Additional information about the Fund's investments will be available in the Fund's annual and semi-annual reports to shareholders after the Fund has been in existence for a calendar year. In the Fund's annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year.

STATE STREET GLOBAL ADVISORS
TWO INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02109
1-877-517-9758

The State Street Institutional Investment Trust's Investment Company Act File Number is 811-9819.

STATE STREET INSTITUTIONAL INVESTMENT TRUST

STATE STREET EQUITY 400 INDEX FUND

STATE STREET EQUITY 500 INDEX FUND

STATE STREET EQUITY 2000 INDEX FUND

STATE STREET MSCI EAFE INDEX FUND

STATE STREET AGGREGATE BOND INDEX FUND

This following Statement of Additional Information includes additional information about the Funds. The statement of Additional Information is not a prospectus. To obtain a copy of a Fund's prospectus, please contact the Trust at:

State Street Institutional Investment Trust

PO Box 1713

Boston, Massachusetts 02105-1713

(877) 517-9758

This Statement of Additional Information dated September 5, 2000 relates to the Funds' prospectuses dated September 5, 2000.

TABLE OF CONTENTS

Trust History ......................................................      3
Description of the Fund and its Investments and Risks ..............      3
Additional Investments and Risks ...................................      6
Management of the Fund .............................................     15
Control Persons and Principal Holders of Securities ................     17
Investment Advisory and Other Services .............................     17
Brokerage Allocation and Other Practices ...........................     19
Capital Stock and Other Securities .................................     20
Purchase, Redemption and Pricing of Shares .........................     20
Taxation of the Fund ...............................................     21
Underwriters .......................................................     24
Calculation of Performance Data ....................................     25
Financial Statements ...............................................     25

TRUST HISTORY

The Trust was organized as a business trust under the laws of the Commonwealth of Massachusetts on February 16, 2000.

The Trust is an open-end management investment company. Each of the Equity 500 Index Fund, Equity 400 Index Fund, Equity 2000 Index Fund, MSCI EAFE Index Fund and Aggregate Bond Index Fund is a separate diversified series of the Trust.

DESCRIPTION OF FUND AND ITS INVESTMENTS AND RISKS

Each Fund prospectus contains information about the investment objective and policies of that Fund. This statement of additional information should only be read in conjunction with the prospectus of the Fund or Funds in which you intend to invest. In addition to the principal investment strategies and the principal risks of the Fund described in the Fund's prospectus, the Fund may employ other investment practices and may be subject to additional risks, which are described below.

Additional Information Concerning the S&P 500 Index

The State Street Equity 500 Index Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of shares of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the S&P 500 Index to track general stock market performance. S&P's only relationship to the Fund is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index, which is determined, composed and calculated by S&P without regard to the Fund. S&P has no obligation to take the needs of the Fund or the owners of shares of the Fund into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the price and number of shares of the Fund or the timing of the issuance or sale of shares of the Fund, or calculation of the equation by which shares of the Fund are redeemable for cash.

S&P has no obligation or liability in connection with the administration, marketing or trading of shares of the Fund.

S&P does not guarantee the accuracy or the completeness of the S&P 500 Index or any data included therein and S&P shall have no liability for any errors, omissions or interruptions therein. S&P makes no warranty, express or implied, as to results to be obtained by the Fund, owners of shares of the Fund or any other person or entity from the use of the S&P 500 Index or any data included therein. S&P makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the S&P 500 Index or any data included therein. Without limiting any of the foregoing, in no event shall S&P have any liability for any

special, punitive, indirect or consequential damages (including lost profits), even if notified of the possibility of such damages.

Additional Information Concerning the S&P 400 Index

The State Street Equity 400 Index Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of shares of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the S&P 400 Index to track general stock market performance. S&P's only relationship to the Fund is the licensing of certain trademarks and trade names of S&P and of the S&P 400 Index, which is determined, composed and calculated by S&P without regard to the Fund. S&P has no obligation to take the needs of the Fund or the owners of shares of the Fund into consideration in determining, composing or calculating the S&P 400 Index. S&P is not responsible for and has not participated in the determination of the price and number of shares of the Fund or the timing of the issuance or sale of shares of the Fund, or calculation of the equation by which shares of the Fund are redeemable for cash.

S&P has no obligation or liability in connection with the administration, marketing or trading of shares of the Fund.

S&P does not guarantee the accuracy or the completeness of the S&P 400 Index or any data included therein and S&P shall have no liability for any errors, omissions or interruptions therein. S&P makes no warranty, express or implied, as to results to be obtained by the Fund, owners of shares of the Fund or any other person or entity from the use of the S&P 400 Index or any data included therein. S&P makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the S&P 400 Index or any data included therein. Without limiting any of the foregoing, in no event shall S&P have any liability for any special, punitive, indirect or consequential damages (including lost profits), even if notified of the possibility of such damages.

Additional Information Concerning the Russell 2000 Index

The State Street Equity 2000 Index Fund is not sponsored, endorsed, promoted by, or in any way affiliated with Frank Russell Company ("Russell"). Russell is not responsible for and has not reviewed the State Street Equity 2000 Index Fund or any associated literature or publications, and Russell makes no representation or warranty, express or implied, as to their accuracy or completeness, or otherwise. Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell 2000 Index. Russell has no obligation to take the needs of any particular fund or its participants or any other product or person into consideration in determining, composing or calculating the Russell 2000 Index. Russell's publication of the Index in no way suggests or implies an opinion by Russell as to the attractiveness or appropriateness of investment in any or all securities upon which the Index is based.

Russell makes no representation, warranty or guarantee as to the accuracy, completeness, reliability, or otherwise of the Russell 2000 Index or any data included in the Index. Russell makes no representation or warranty regarding the use, or the results of use, of the Russell 2000 Index or any data included therein, or any security (or combination thereof) comprising the Index. Russell makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose with respect to the Russell 2000 Index or any data or any security (or combination thereof) included therein.

Additional Information Concerning the MSCI EAFE Index

The State Street MSCI EAFE Index Fund is not sponsored, endorsed, sold or promoted by MSCI or any affiliate of MSCI. Neither MSCI nor any other party makes any representation or warranty, express or implied, to the owners of this Fund or any member of the public regarding the advisability of investing in funds generally or in this Fund particularly or the ability of the MSCI EAFE Index to track general stock market performance. MSCI is the licensor of certain trademarks, service marks and trade names of MSCI and of the MSCI EAFE Index, which is determined, composed and calculated by MSCI without regard to the issuer of the Fund or the Fund. MSCI has no obligation to take the needs of the issuer of this Fund or the owners of shares of the Fund into consideration in determining, composing or calculating the MSCI EAFE Index. MSCI is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of shares of the Fund to be issued or in the determination or calculation of the equation by which shares of the Fund are redeemable for cash. Neither MSCI nor any other party has any obligation or liability to owners of shares of the Fund in connection with the administration, marketing or trading of shares of the Fund.

Although MSCI shall obtain information for inclusion in or for use in the calculation of the indexes from sources which MSCI considers reliable, neither MSCI nor any other party guarantees the accuracy and/or the completeness of the indexes or any data included therein. Neither MSCI nor any other party makes any warranty, express or implied, as to results to be obtained by licensee, licensee's customers and counterparties, owners of the Funds, or any other person or entity from the use of the indexes or any data included therein in connection with the rights licensed hereunder or for any other use. Neither MSCI nor any other party makes any express or implied warranties, and MSCI hereby expressly disclaims all warranties of merchantability or fitness for a particular purpose with respect to the indexes or any data included therein. Without limiting any of the foregoing, in no event shall MSCI or any other party have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

Additional Information Concerning the Lehman Brothers Aggregate Bond Index

The State Street Aggregate Bond Index Fund is not sponsored, endorsed, sold or promoted by Lehman Brothers. Lehman Brothers makes no representation or warranty, express or implied, to the owners of shares of the Fund or any member of the public

regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the LBAB Index to track general performance. Lehman Brothers's only relationship to the Fund is the licensing of certain trademarks and trade names of Lehman Brothers and of the LBAB Index, which is determined, composed and calculated by Lehman Brothers without regard to the Fund. Lehman Brothers has no obligation to take the needs of the Fund or the owners of shares of the Fund into consideration in determining, composing or calculating the LBAB Index. Lehman Brothers is not responsible for and has not participated in the determination of the price and number of shares of the Fund or the timing of the issuance or sale of shares of the Fund. Lehman Brothers has no obligation or liability in connection with the administration, marketing or trading of shares of the Fund. Lehman Brothers does not guarantee the accuracy or the completeness of the LBAB Index or any data included therein and Lehman Brothers shall have no liability for any errors, omissions or interruptions therein. Lehman Brothers makes no warranty, express or implied, as to results to be obtained by the Fund, owners of shares of the Fund or any other person or entity from the use of the LBAB Index or any data included therein. Lehman Brothers makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the LBAB Index or any data included therein. Without limiting any of the foregoing, in no event shall Lehman Brothers have any liability for any special, punitive, indirect or consequential damages (including lost profits), even if notified of the possibility of such damages.

ADDITIONAL INVESTMENTS AND RISKS

Cash Reserves

Each Fund may hold portions of its assets in short-term debt instruments with remaining maturities of 397 days or less pending investment or meet anticipated redemptions and day-to-day operating expenses. Short-term debt instruments consist of: (i) short-term obligations of the U.S. government, its agencies, instrumentalities, authorities or political subdivisions; (ii) other short-term debt securities rated at the time of purchase Aa or higher by Moody's Investors Service, Inc. ("Moody's") or AA or higher by Standard & Poor's Rating Group ("S&P") or, if unrated, of comparable quality in the opinion of the Adviser; (iii) commercial paper; (iv) bank obligations, including negotiable certificates of deposit, time deposits and bankers' acceptances; and (v) repurchase agreements. At the time a Fund invests in commercial paper, bank obligations or repurchase agreements, the issuer or the issuer's parent must have outstanding debt rated Aa or higher by Moody's or AA or higher by S&P or outstanding commercial paper or bank obligations rated Prime-1 by Moody's or A-1 by S&P; or, if no such ratings are available, the instrument must be of comparable quality in the opinion of the Adviser. To the extent that a Fund holds the foregoing instruments its ability to track its corresponding Index may be adversely affected.

Futures Contracts and Options on Futures

Each Fund may enter into futures contracts on securities in which it may invest or on indices comprised of such securities and may purchase and write call and put options on such contracts.

A financial futures contract is a contract to buy or sell a specified quantity of financial instruments such as U.S. Treasury bills, notes and bonds at a specified future date at a price agreed upon when the contract is made. An index futures contract is a contract to buy or sell specified units of an index at a specified future date at a price agreed upon when the contract is made. The value of a unit is based on the current value of the index. Under such contracts no delivery of the actual securities making up the index takes place. Rather, upon expiration of the contract, settlement is made by exchanging cash in an amount equal to the difference between the contract price and the closing price of the index at expiration, net of variation margin previously paid. Substantially all futures contracts are closed out before settlement date or called for cash settlement. A futures contract is closed out by buying or selling an identical offsetting futures contract. Upon entering into a futures contract, a Fund is required to deposit an initial margin with the Custodian for the benefit of the futures broker. The initial margin serves as a "good faith" deposit that a Fund will honor its futures commitments. Subsequent payments (called "variation margin") to and from the broker are made on a daily basis as the price of the underlying investment fluctuates. Options on futures contracts give the purchaser the right to assume a position in a futures contract at a specified price at any time before expiration of the option. A Fund will not commit more than 5% of the market value of its total assets to initial margin deposits on futures and premiums paid for options on futures.

Illiquid Securities

Each Fund may invest in illiquid securities. A Fund will invest no more than 15% of its net assets in illiquid securities or securities that are not readily marketable, including repurchase agreements and time deposits of more than seven days' duration. The absence of a regular trading market for illiquid securities imposes additional risks on investments in these securities. Illiquid securities may be difficult to value and may often be disposed of only after considerable expense and delay.

Lending of Fund Securities

Each Fund has the authority to lend portfolio securities to brokers, dealers and other financial organizations in amounts up to 33 1/3% of the total value of its assets. Any such loan must be continuously secured by collateral in cash or cash equivalents maintained on a current basis in an amount at least equal to the market value of the securities loaned by a Fund. The Fund would continue to receive the equivalent of the interest or dividends paid by the issuer on the securities loaned, and would receive an additional return that may be in the form of a fixed fee or a percentage of the collateral. The Fund would have the right to call the loan and obtain the securities loaned at any

time on notice of not more than five business days. In the event of bankruptcy or other default of the borrower, the Fund could experience both delays in liquidating the loan collateral or recovering the loaned securities and losses including (a) possible decline in the value of collateral or in the value of the securities loaned during the period while the Fund seeks to enforce its rights thereto, (b) possible subnormal levels of income and lack of access to income during this period, and (c) expenses of enforcing its rights.

Options on Securities and Securities Indices

Each Fund may purchase or sell options on securities in which it may invest and on indices that are comprised of securities in which it may invest, subject to the limitations set forth above and provided such options are traded on a national securities exchange or in the over-the-counter market. Options on securities indices are similar to options on securities except there is no transfer of a security and settlement is in cash. A call option on a securities index grants the purchaser of the call, for a premium paid to the seller, the right to receive in cash an amount equal to the difference between the closing value of the index and the exercise price of the option times a multiplier established by the exchange upon which the option is traded. Typically, a call option will be profitable to the holder of the option if the value of the security or the index increases during the term of the option; a put option will be valuable if the value of the security or the index decreases during the term of the option. The Funds may also invest in warrants, which entitle the holder to buy equity securities at a specific price for a specific period of time.

Purchase of Other Investment Company Funds

Each Fund may, to the extent permitted under the 1940 Act and exemptive rules and orders thereunder, invest in shares of other investment companies which invest exclusively in money market instruments or in investment companies with investment policies and objectives which are substantially similar to the Fund's. These investments may be made temporarily, for example, to invest uncommitted cash balances or, in limited circumstances, to assist in meeting shareholder redemptions.

Repurchase Agreements

Each Fund may enter into repurchase agreements with banks and other financial institutions, such as broker-dealers. In substance, a repurchase agreement is a loan for which the Fund receives securities as collateral. Under a repurchase agreement, the Fund purchases securities from a financial institution that agrees to repurchase the securities at the Fund's original purchase price plus interest within a specified time (normally one business day). The Fund will limit repurchase transactions to those member banks of the Federal Reserve System and broker-dealers whose creditworthiness the Adviser considers satisfactory. Should the counterparty to a transaction fail financially, the Fund may encounter delay and incur costs before being able to sell the securities, or may be prevented from realizing on the securities. Further, the amount realized upon the sale of the securities may be less than that necessary to fully compensate the Fund.

U.S. Government Securities

Each Fund may purchase U.S. government securities. U.S. government securities include U.S. Treasury bills, notes, and bonds and other obligations issued or guaranteed as to interest and principal by the U.S. government and its agencies or instrumentalities. Obligations issued or guaranteed as to interest and principal by the U.S. government, its agencies or instrumentalities include securities that are supported by the full faith and credit of the United States Treasury, securities that are supported by the right of the issuer to borrow from the United States Treasury, discretionary authority of the U.S. government agency or instrumentality, and securities supported solely by the creditworthiness of the issuer.

When-Issued Securities

Each Fund may purchase securities on a when-issued basis. Delivery of and payment for these securities may take place as long as a month or more after the date of the purchase commitment. The value of these securities is subject to market fluctuation during this period, and no income accrues to the Fund until settlement takes place. The Fund segregates liquid securities in an amount at least equal to these commitments. When entering into a when-issued transaction, the Fund will rely on the other party to consummate the transaction; if the other party fails to do so, the Fund may be disadvantaged.

ADDITIONAL INVESTMENTS AND RISKS FOR THE MSCI EAFE INDEX FUND AND THE AGGREGATE BOND INDEX FUND

Reverse Repurchase Agreements

The MSCI EAFE Index Fund and the Aggregate Bond Index Fund may enter into reverse repurchase agreements under the circumstances described in "Investment Restrictions." In substance, a reverse repurchase agreement is a borrowing for which the Fund provides securities as collateral. Under a reverse repurchase agreement, the Fund sells portfolio securities to a financial institution in return for cash in an amount equal to a percentage of the portfolio securities' market value and agrees to repurchase the securities at a future date at a prescribed repurchase price equal to the amount of cash originally received plus interest on such amount. A Fund retains the right to receive interest and principal payments with respect to the securities while they are in the possession of the financial institutions. Reverse repurchase agreements involve the risk of default by the counterparty, which may adversely affect a Fund's ability to reacquire the underlying securities.

Total Return Swaps

The MSCI EAFE Index Fund and the Aggregate Bond Index Fund may contract with a counterparty to pay a stream of cash flows and receive the total return of an index or a security for purposes of attempting to obtain a particular desired return at a lower

cost to the Fund than if the Fund had invested directly in an instrument that yielded that desired return. A Fund's return on a swap will depend on the ability of its counterparty to perform its obligations under the swap. The Adviser will cause the Fund to enter into swap agreements only with counterparties that would be eligible for consideration as repurchase agreement counterparties under the Fund's repurchase agreement guidelines.

ADDITIONAL INVESTMENTS AND RISKS FOR THE MSCI EAFE INDEX FUND

American Depositary Receipts (ADRs) and European Depositary Receipts (EDRs)

The MSCI EAFE Index Fund may purchase American Depositary Receipts and European Depositary Receipts of foreign corporations represented in the Fund's Index.

Generally, ADRs, in registered form, are designed for use in the U.S. securities markets, and EDRs are issued for trading primarily in European securities markets. ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership of the underlying securities. ADRs represent the right to receive securities of foreign issuers deposited in a domestic bank or a correspondent bank. ADRs do not eliminate the risk inherent in investing in the correspondent bank. ADRs do not eliminate the risk inherent in investing in the securities of foreign issuers. However, by investing in ADRs rather than directly in a foreign issuer's stock, the Fund can avoid currency risks during the settlement period for either purchases or sales. In general, there is a large liquid market in the U.S. for many ADRs. The information available for ADRs is subject to the accounting, auditing and financial reporting standards of the domestic market or exchange on which they are traded, which standards are more uniform and more exacting than those to which many foreign issuers are subject. For purposes of the Fund's investment policies, the Fund's investments in ADRs, EDRs, and similar instruments will be deemed to be investments in the equity securities representing securities of foreign issuers to which they relate.

Foreign Currency Exchange Contracts

The MSCI EAFE Index Fund may invest in foreign currency exchange contracts. The Fund has the authority to deal in forward foreign currency exchange contracts (including those involving the US dollar). This is accomplished through individually negotiated contractual agreements to purchase or to sell a specified currency at a specified future date and price set at the time of the contract. The Fund's dealings in forward foreign currency exchange contracts may be with respect to a specific purchase or sale of a security or with respect to its portfolio positions generally.

ADDITIONAL INVESTMENTS AND RISKS FOR THE AGGREGATE BOND INDEX FUND

Asset-Backed Securities

The Aggregate Bond Index Fund may invest in asset-backed securities. Asset-backed securities represent undivided fractional interests in pools of instruments, such as

consumer loans, and are similar in structure to mortgage-related securities described below. Payments of principal and interest are passed through to holders of the securities and are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guarantee by another entity or by priority to certain of the borrower's other securities. The degree of credit enhancement varies, generally applying only until exhausted and covering only a fraction of the security's par value. If the credit enhancement of an asset-backed security held by the Fund has been exhausted, and if any required payments of principal and interest are not made with respect to the underlying loans, the Fund may experience loss or delay in receiving payment and a decrease in the value of the security.

Eurodollar Certificates of Deposit (ECDs), Eurodollar Time Deposits (ETDs) and Yankee Certificates of Deposit (YCDs)

The Aggregate Bond Index Fund may invest in ECDs, ETDs and YCDs. ECDs are US dollar denominated certificates of deposit issued by foreign branches of domestic banks. ETDs are US dollar denominated deposits in foreign branches of US banks and foreign banks. YCDs are US dollar denominated certificates of deposit issued by US branches of foreign banks.

Different risks than those associated with the obligations of domestic banks may exist for ECDs, ETDs and YCDs because the banks issuing these instruments, or their domestic or foreign branches, are not necessarily subject to the same regulatory requirements that apply to domestic banks, such as loan limitations, examinations and reserve, accounting, auditing, record-keeping and public reporting requirements.

Forward Commitments

The Aggregate Bond Index Fund may contract to purchase securities for a fixed price at a future date beyond customary settlement time. When effecting such transactions, cash or marketable securities held by a Fund of a dollar amount sufficient to make payment for the Fund securities to be purchased will be segregated on a Fund's records at the trade date and maintained until the transaction is settled. The failure of the other party to complete the transaction may cause the Fund to miss an advantageous price or yield. Forward commitments involve risk of loss if the value of the security to be purchased declines prior to settlement date, or if the other party fails to complete the transaction.

Interest Rate Swaps

The Aggregate Bond Index Fund may enter into interest rate swap transactions with respect to any security it is entitled to hold. Interest rate swaps involve the exchange by the Fund with another party of their respective rights to receive interest, e.g., an exchange of floating rate payments for fixed rate payments. The Fund expects to enter into these transactions primarily to preserve a return or spread on a particular investment or portion of its portfolio or to protect against any increase in the price of securities it

anticipates purchasing at a later date. The Fund intends to use these transactions as a hedge and not as a speculative investment.

Investment-Grade Bonds

The Aggregate Bond Index Fund may invest in corporate notes and bonds that are rated investment-grade by a Nationally Recognized Statistical Rating Organization ("NRSRO") or, if unrated, are determined by the Adviser to be of comparable quality. Investment-grade securities include securities rated Baa by Moody's or BBB- by S&P (and securities of comparable quality), which securities have speculative characteristics.

Mortgage-Related Securities

The Aggregate Bond Index Fund may invest in mortgage-related securities, including Government National Mortgage Association ("GNMA") Certificates ("Ginnie Maes"), Federal Home Loan Mortgage Corporation ("FHLMC") Mortgage Participation Certificates ("Freddie Macs") and Federal National Mortgage Association ("FNMA") Guaranteed Mortgage Certificates ("Fannie Maes") and commercial mortgage-backed securities that are in the Index. Mortgage certificates are mortgage-backed securities representing undivided fractional interests in pools of mortgage-backed loans. These loans are made by mortgage bankers, commercial banks, savings and loan associations, and other lenders. Ginnie Maes are guaranteed by the full faith and credit of the U.S. Government, but Freddie Macs and Fannie Maes are not.

Mortgage-Backed Security Rolls

The Aggregate Bond Index Fund may enter into "forward roll" transactions with respect to mortgage-backed securities issued by GNMA, FNMA or FHLMC. In a forward roll transaction, the Fund will sell a mortgage security to a dealer or other permitted entity and simultaneously agree to repurchase a similar security from the institution at a later date at an agreed upon price. The mortgage securities that are repurchased will bear the same interest rate as those sold, but generally will be collateralized by different pools of mortgages with different prepayment histories than those sold. There are two primary risks associated with the roll market for mortgage-backed securities. First, the value and safety of the roll depends entirely upon the counterparty's ability to redeliver the security at the termination of the roll. Therefore, the counterparty to a roll must meet the same credit criteria as the Fund's repurchase agreement counterparties. Second, the security that is redelivered at the end of the roll period must be substantially the same as the initial security, i.e., it must have the same original stated term to maturity, be priced to result in similar market yields and must be "good delivery." Within these parameters, however, the actual pools that are redelivered could be less desirable than those originally rolled, especially with respect to prepayment characteristics.

Section 4(2) Commercial Paper

The Aggregate Bond Index Fund may also invest in commercial paper issued in reliance on the so-called private placement exemption from registration afforded by Section 4(2) of the Securities Act of 1933 ("Section 4(2) paper"). Section 4(2) paper is restricted as to disposition under the federal securities laws and generally is sold to institutional investors that agree that they are purchasing the paper for investment and not with a view to public distribution. Any resale by the purchaser must be in an exempt transaction. Section 4(2) paper normally is resold to other institutional investors like the Fund through or with the assistance of the issuer or investment dealers that make a market in Section 4(2) paper. Section 4(2) paper will not be subject to the Fund's percentage limitations on illiquid securities where the Adviser (pursuant to guidelines adopted by the Board) determines that a liquid trading market exists.

Variable and Floating Rate Securities

The Aggregate Bond Index Fund may invest in variable and floating rate securities. A variable rate security provides for the automatic establishment of a new interest rate on set dates. Interest rates on these securities are ordinarily tied to, and are a percentage of, a widely recognized interest rate, such as the yield on 90-day U.S. Treasury bills or the prime rate of a specified bank. These rates may change as often as twice daily. Generally, changes in interest rates will have a smaller effect on the market value of variable and floating rate securities than on the market value of comparable fixed income obligations. Thus, investing in variable and floating rate securities generally allows less opportunity for capital appreciation and depreciation than investing in comparable fixed income securities.

Zero Coupon Securities

The Aggregate Bond Index Fund may invest in zero coupon securities. Zero coupon securities are notes, bonds and debentures that: (1) do not pay current interest and are issued at a substantial discount from par value; (2) have been stripped of their unmatured interest coupons and receipts; or (3) pay no interest until a stated date one or more years into the future. These securities also include certificates representing interests in such stripped coupons and receipts. Generally, changes in interest rates will have a greater impact on the market value of a zero coupon security than on the market value of the comparable securities that pay interest periodically during the life of the instrument. In order to satisfy a requirement for qualification as a "regulated investment company" under the Internal Revenue code of 1986, as amended (the "Code"), the Aggregate Bond Index Fund must distribute at least 90% of its net investment income, including the original issue discount accrued on zero coupon bonds. Because the Fund will not receive cash payments on a current basis from the issuer in respect of accrued original discount, the Fund may have to distribute cash obtained from other sources in order to satisfy the 90% distribution requirement. Such cash might be obtained from selling other portfolio holdings of the Fund. In some circumstances such sales might be necessary in order to

satisfy cash distribution requirements even though investment considerations might otherwise make it undesirable for the Fund to sell such securities at such time.

Investment Restrictions

The Portfolios in which State Street Equity 500 Index Fund, State Street Equity 400 Index Fund, State Street Equity 2000 Index Fund, State Street MSCI EAFE Index Fund and State Street Aggregate Bond Index Fund invest each have substantially the same investment restrictions as their corresponding Fund. In reviewing the description of a Fund's investment restrictions below, you should assume that the investment restrictions of the corresponding Portfolio are the same in all material respects as those of the Fund.

The Trust has adopted the following restrictions applicable to all of the Funds, which may not be changed without the affirmative vote of a "majority of the outstanding voting securities" of a Fund, which is defined in the Investment Company Act of 1940, as amended (the "1940 Act"), to mean the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund and (2) 67% or more of the shares present at a meeting if more than 50% of the outstanding shares are present at the meeting in person or by proxy. A Fund may not:

(1) Borrow more than 33 1/3% of the value of its total assets less all liabilities and indebtedness (other than such borrowings).

(2) Underwrite securities issued by other persons except to the extent that, in connection with the disposition of its portfolio investments, it may be deemed to be an underwriter under certain federal securities laws.

(3) Purchase or sell real estate, although it may purchase securities of issuers which deal in real estate, securities which are secured by interests in real estate, and securities which represent interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein.

(4) Purchase or sell commodities or commodity contracts, except that it may purchase and sell financial futures contracts and options and may enter into foreign exchange contracts and other financial transactions not involving the direct purchase or sale of physical commodities.

(5) Make loans, except by purchase of debt obligations in which the Fund may invest consistent with its investment policies, by entering into repurchase agreements, or by lending its portfolio securities.

(6) With respect to 75% of its total assets, invest in the securities of any issuer if, immediately after such investment, more than 5% of the total assets of

the Fund (taken at current value) would be invested in the securities of such issuer; provided that this limitation does not apply to obligations issued or guaranteed as to interest or principal by the U.S. government or its agencies or instrumentalities, or to securities issued by other investment companies.

(7) With respect to 75% of its total assets, acquire more than 10% of the outstanding voting securities of any issuer, provided that such limitation does not apply to securities issued by other investment companies.

(8) Purchase securities (other than securities of the U.S. government, its agencies or instrumentalities), if, as a result of such purchase, more than 25% of the Fund's total assets would be invested in any one industry.

(9) Issue any class of securities which is senior to the Fund's shares, to the extent prohibited by the Investment Company Act of 1940, as amended.

In addition, it is contrary to each Fund's present policy, which may be changed without shareholder approval, to invest in (a) securities which are not readily marketable, (b) securities restricted as to resale (excluding securities determined by the Trustees of the Trust (or the person designated by the Trustees of the Trust to make such determinations) to be readily marketable), and (c) repurchase agreements maturing in more than seven days, if, as a result, more than 15% of the Fund's net assets (taken at current value) would be invested in securities described in (a), (b) and (c) above. All percentage limitations on investments will apply at the time of the making of an investment and shall not be considered violated unless an excess of deficiency occurs or exists immediately after and as a result of such investment. Except for the investment restrictions listed above as fundamental or to the extent designated as such in the Prospectus with respect to a Fund, the other investment policies described in this Statement or in the Prospectus are not fundamental and may be changed by approval of the Trustees.

MANAGEMENT OF THE FUND

The Trustees are responsible for generally overseeing the Trust's business. The following table provides biographical information with respect to each Trustee and officer of the Trust. Each Trustee who is an "interested person" of the Trust, as defined in the 1940 Act, is indicated by an asterisk. Unless otherwise listed, the address for each Trustee and Officer of the Trust is P.O. Box 1713, Boston, Massachusetts 02105-1713.

-----------------------------------------------        -------------------------------------------------------------
William L. Boyan                                       Trustee, 2/00 - present; Chairman of the Board of Trustees,
DOB:  1/20/37                                          1995 - present, Old Mutual South Africa Equity Trust;
                                                       Trustee, 1983 - present, Children's Hospital and Children's
                                                       Medical Center; Director of John Hancock Mutual Life
-----------------------------------------------        -------------------------------------------------------------

-----------------------------------------------        -------------------------------------------------------------
                                                       Insurance Company, 1983 - 1998; President and Chief Operations
                                                       Officer of John Hancock Mutual Life Insurance Company, 1992 - 1998.
-----------------------------------------------        -------------------------------------------------------------
-----------------------------------------------        -------------------------------------------------------------
Michael F. Holland                                     Chairman of the Board of Trustees, 5/00 - present; Trustee,
DOB: 7/8/44                                            2/00 - present; Director and President of Holland & Company
                                                       LLC, Chairman, 6/95 -
                                                       present; General Partner
                                                       of The Blackstone Group,
                                                       1/94 - 5/95.
-----------------------------------------------        -------------------------------------------------------------
-----------------------------------------------        -------------------------------------------------------------
Rina K. Spence                                         Trustee, 2/00 - present; Founder, President and CEO of
DOB: 10/24/48                                          Spence Center for Women's Health, 1994 - 1998.

-----------------------------------------------        -------------------------------------------------------------
-----------------------------------------------        -------------------------------------------------------------
Douglas T. Williams                                    Trustee, 2/00 - present; Executive/Senior Vice President of
DOB: 12/23/40                                          Chase Manhattan Bank, 1987 - 1999.

-----------------------------------------------        -------------------------------------------------------------
-----------------------------------------------        -------------------------------------------------------------
James B. Little                                        Treasurer, 2/00 - present; President, 2/00 - 5/00; Senior
DOB: 2/19/35                                           Vice President and CEO of Mutual Funds, John Hancock, 1986
                                                       - 1998.
-----------------------------------------------        -------------------------------------------------------------
-----------------------------------------------        -------------------------------------------------------------
Kathleen C. Cuocolo                                    President, 5/00 - present; Executive Vice President, State
DOB: 2/3/52                                            Street Bank and Trust Company, 2000 - present; Senior Vice
                                                       President, State Street Bank and Trust Company, 1982 - 2000.
-----------------------------------------------        -------------------------------------------------------------
-----------------------------------------------        -------------------------------------------------------------
Janine L. Cohen                                        Assistant Treasurer, 5/00 - present; Vice President, State
DOB: 10/12/52                                          Street Bank and Trust Company, 1992 - present.
-----------------------------------------------        -------------------------------------------------------------
-----------------------------------------------        -------------------------------------------------------------
Julie A. Tedesco                                       Assistant Secretary, 5/00 - present; Vice President and
DOB: 9/30/57                                           Associate Counsel, State Street Bank and Trust Company,
                                                       2000 - present; Counsel, First Data Investor Services Group
                                                       Inc. and The Boston Company Advisors Inc., 1992 - 2000.
-----------------------------------------------        -------------------------------------------------------------

The By-Laws of the Trust provide that the Trust shall indemnify each person who is or was a Trustee of the Trust against all expenses, judgments, fines settlements and other amounts actually and reasonable incurred in connection with any proceedings if the person in good faith and reasonably believes that his or her conduct was in the Trust's best interest. The Trust, at its expense, provides liability insurance for the benefit of its Trustees and officers. None of the Trustees has received any fees for his or her services to the Trust. The Trustees periodically review their fees to assure that such fees continue

to be appropriate in light of their responsibilities as well as in relation to fees paid to Trustees of other mutual funds.

The following table sets forth the total (estimated) remuneration of Trustees and officers of the Trust for the fiscal year ended December 31, 2000, based on an estimated four in-person meetings:

Name/Position                   Aggregate           Pension or        Estimated Annual    Total Compensation
                                Compensation from   Retirement        Benefits Upon       from
                                Trust               Benefits          Retirement          Trust & Trust
                                                    Accrued as Part                       Complex Paid to
                                                    of Trust                              Trustees
                                                    Expenses
William L. Boyan, Trustee         $0                  $0                 $0                 $0
Michael F. Holland, Trustee       $0                  $0                 $0                 $0
Rina K. Spence, Trustee           $0                  $0                 $0                 $0
Douglas T. Williams, Trustee      $0                  $0                 $0                 $0

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of August 31, 2000, the Trustees and officers of the Trust owned in the aggregate less than 1% of the shares of the Funds of the Trust (all series taken together).

Persons or organizations owning 25% or more of the outstanding shares of a Fund may be presumed to "control" (as that term is defined in the 1940 Act) a Fund. As a result, these persons or organizations could have the ability to approve or reject those matters submitted to the shareholders of such Fund for their approval. As of August 31, 2000, the following person owned 5% or more of the shares of a Fund: ALPS Mutual Funds Services, Inc.

INVESTMENT ADVISORY AND OTHER SERVICES

Under the terms of the Investment Advisory Agreement with the Adviser (the "Advisory Agreement"), the Adviser is required to manage each Fund subject to the supervision and direction of the Board of Trustees of the Trust.

State Street is a wholly owned subsidiary of State Street Corporation, a publicly held bank holding company.

State Street may have deposit, loan and other commercial banking relationships with the issuers of obligations that may be purchased on behalf of the Funds, including

outstanding loans to such issuers that could be repaid in whole or in part with the proceeds of securities so purchased. Such affiliates deal, trade and invest for their own accounts in such obligations and are among the leading dealers of various types of such obligations. The Adviser has informed the Funds that, in making its investment decisions, it will not obtain or use material inside information in its possession or in the possession of any of its affiliates. In making investment recommendations for a Fund, the Adviser will not inquire or take into consideration whether an issuer of securities proposed for purchase or sale by the Fund is a customer of State Street, its parent or its subsidiaries or affiliates and, in dealing with its customers, the Adviser, its parent, subsidiaries and affiliates will not inquire or take into consideration whether securities of such customers were held by any Fund managed by the Adviser or any such affiliate.

Investment Advisory Agreements

Each Fund current invests all of its assets in a related Portfolio that has the same investment objectives and substantially the same investment policies as the relevant Fund. As long as a Fund remains completely invested in a Portfolio (or any other investment company), State Street is not entitled to receive any investment advisory fee with respect to the Fund. A Fund may withdraw its investment from the related Portfolio at any time if the Trust's Board of Trustees determines that it is in the best interests of the Fund and its shareholders to do so. The Trust has retained the Adviser as investment adviser to manage a Fund's assets in the event that the Fund withdraws its investment from its related Portfolio.

State Street Global Advisors is the investment adviser to each of the related Portfolios pursuant to an investment advisory agreement (the "Portfolio Advisory Agreement") between State Street Bank and Trust Company ("State Street") and State Street Master Funds, on behalf of the Portfolios. State Street receives an investment advisory fee with respect to each related Portfolio. The Portfolio Advisory Agreement is the same in all material respects as the Investment Advisory Agreement between the Trust on behalf of the Funds and State Street. Each of the Funds that invests in a related Portfolio bears a proportionate part of the management fees paid by the Portfolio (based on the percentage of the Portfolio's assets attributable to the Fund).

Administrator, Custodian and Transfer Agent

Under the Administrative Services Agreement (the "Administration Agreement"), State Street is obligated on a continuous basis to provide such administrative services as the Board of Trustees of the Trust reasonably deems necessary for the proper administration of the Trust and the Fund. State Street will generally assist in all aspects of the Trust's and the Funds' operations; supply and maintain office facilities (which may be in State Street's own offices); provide statistical and research data, data processing services, clerical, accounting, bookkeeping and record keeping services (including without limitation the maintenance of such books and records as are required under the 1940 Act and the rules thereunder, except as maintained by other agents), internal auditing, executive and administrative services, and stationery and office supplies;

prepare reports to shareholders or investors; prepare and file tax returns; supply financial information and supporting data for reports to and filings with the SEC and various state Blue Sky authorities; supply supporting documentation for meetings of the Board of Trustees; provide monitoring reports and assistance regarding compliance with Declarations of Trust, by-laws, investment objectives and policies and with Federal and state securities laws; arrange for appropriate insurance coverage; calculate NAVs, net income and realized capital gains or losses; and negotiate arrangements with, and supervise and coordinate the activities of, agents and others to supply services. Pursuant to the Administration Agreement, the Trust has agreed to indemnify the Administrator for certain liabilities, including certain liabilities arising under federal securities laws, unless such loss or liability results from the Administrator's gross negligence or willful misconduct in the performance of its duties. State Street serves as Custodian for the Funds pursuant to the Custody Agreement. As Custodian, it holds the Funds' assets. State Street also serves as Transfer Agent of the Funds pursuant to the Transfer Agency and Service Agreement.

Fees

See "Fees and Expenses" in each Fund's prospectus for a description of the fees paid by each Fund.

Rule 12b-1 Plan

The Trust has adopted a distribution plan pursuant to Rule 12b-1 (the "Rule 12b-1 Plan") under which the Funds may compensate their distributor (or others) for services in connection with the distribution of the Funds' shares and for services provided to Fund shareholders. The Rule 12b-1 Plan calls for payments at an annual rate (based on average net assets) as follows:

State Street Equity 500 Index Fund - Class A:        0.15%
State Street Equity 500 Index Fund - Class B:        0.25%
State Street Equity 400 Index Fund:                  0.25%
State Street Equity 2000 Index Fund:                 0.25%
State Street MSCI EAFE Index Fund:                   0.25%
State Street Aggregate Bond Index Fund:              0.25%.

Counsel and Independent Accountants

Ropes & Gray, One International Place, Boston, Massachusetts 02110, serves as counsel to the Trust. Ernst & Young LLP are the independent auditors for the Funds, providing audit services, tax return preparation, and assistance and consultation with respect to the preparation of filings with the Securities and Exchange Commission. The principal business address of Ernst & Young LLP is 200 Clarendon St., Boston, Massachusetts 02116.

The policy of the Trust regarding purchases and sales of securities for the Funds is that primary consideration will be given to obtaining the most favorable prices and efficient executions of transactions. Consistent with this policy, when securities transactions are effected on a stock exchange, the Trust's policy is to pay commissions that are considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances. The Trust believes that a requirement always to seek the lowest possible commission cost could impede effective portfolio management and preclude the Fund and the Adviser from obtaining a high quality of brokerage and research services.

In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Adviser relies upon its experience and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage and research services received from the broker effecting the transaction. Such determinations are necessarily subjective and imprecise, as in most cases an exact dollar value for those services is not ascertainable. In seeking to implement the Trust's policies, the Adviser effects transactions with those brokers and dealers who the Adviser believes provides the most favorable prices and are capable of providing efficient executions. If the Adviser believes such price and execution are obtainable for more than one broker or dealer, it may give consideration to placing portfolio transactions with those brokers and dealers who also furnish research and other services to the Funds or the Adviser. Such services may include, but are not limited to, information as to the availability of securities for purchase or sale and statistical information pertaining to corporate actions affecting stocks, including but not limited to, stocks within the index whose performance the Fund in question seeks to replicate. The fee paid by the Funds is not reduced because the Adviser and its affiliates receive these services even though the Adviser might otherwise have been required to purchase some of these services for cash.

The Adviser assumes general supervision over placing orders on behalf of the Trust for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities of the Trust and one or more other investment companies or clients supervised by the Adviser are considered at or about the same time, transactions in such securities are allocated among the several investment companies and clients in a manner deemed equitable to all by the Adviser. In some cases, this procedure could have a detrimental effect on the price or volume of the security so far as the Trust is concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commission will be beneficial to the Trust. The primary consideration is prompt execution of orders at the most favorable net price.

CAPITAL STOCK AND OTHER SECURITIES

Under the Declaration of Trust, the Trustees are authorized to issue an unlimited number of shares of each Fund. Upon liquidation or dissolution of a Fund, investors are

entitled to share pro rata in the Fund's net assets available for distribution to its investors. Investments in a Fund have no preference, preemptive, conversion or similar rights and are fully paid and nonassessable, except as set forth below. Investments in a Fund may not be transferred.

Each investor is entitled to a vote in proportion to the number of Fund shares it owns. Shares do not have cumulative voting rights, and investors holding more than 50% of the aggregate outstanding shares in the Trust may elect all of the Trustees if they choose to do so. The Trust is not required and has no current intention to hold annual meetings of investors when in the judgment of the Trustees it is necessary or desirable to submit matters for an investor vote.

Under Massachusetts law, shareholders in a Massachusetts business trust could, under certain circumstances, be held personally liable for the obligations of the trust. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and provides for indemnification out of the Trust's property for any claim or liability to which the shareholder may become subject by reason of being or having been an shareholder and for reimbursement of the shareholder for all legal and other expenses reasonably incurred by the shareholder in connection with any such claim or liability. Thus the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust would be unable to meet its obligations.

PURCHASE, REDEMPTION AND PRICING OF SHARES

Shares of the Funds are offered continuously at a price equal to the net asset value attributable to each share.

Each Fund determines the net asset value per share in the Fund on each day on which the NYSE is open ("Fund Business Day"). This determination is made each Fund Business Day at the close of regular trading on the NYSE (the "Valuation Time") by dividing the value of the Fund's net assets (i.e., the value of its securities and other assets less its liabilities, including expenses payable or accrued) by the number of shares outstanding at the time the determination is made. (As of the date of this Part B, the NYSE is open for trading every weekday except: (a) the following holidays: New Year's Day, Martin Luther King, Jr.'s Birthday, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas; and (b) the preceding Friday or the subsequent Monday when one of the calendar-determined holidays falls on a Saturday or Sunday, respectively). Purchases and withdrawals will be effected at the net asset value next determined following the receipt of any purchase or withdrawal order in good order.

Equity and debt securities (other than short-term debt obligations maturing in 60 days or less), including listed securities and securities for which price quotations are available, will normally be valued on the basis of market value. This generally means that equity securities and fixed income securities listed and traded principally on any national securities exchange, including securities traded on the NASDAQ NMS System,

are valued on the basis of the last sale price or, lacking any sales, at the closing bid price, on the primary exchange on which the security is traded. U.S. equity and fixed-income securities traded principally over-the-counter and options are valued on the basis of the last reported bid price prior to the Valuation Time. Futures contracts are valued on the basis of the last reported sale price prior to the Valuation Time. Short-term debt obligations and money market securities maturing in 60 days or less are valued at amortized cost, which approximates market. Other assets are valued at fair value using methods determined in good faith by the Board of Trustees.

TAXATION OF THE FUND

Qualification as a Regulated Investment Company

Each Fund intends to qualify each year as a regulated investment company under Subchapter M of the Code. In order so to qualify and to qualify for the favorable tax treatment accorded regulated investment companies, each Fund must, among other things, (i) derive at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies; (ii) distribute with respect to each taxable year at least 90% of the sum of its taxable net investment income, its tax-exempt income and the excess, if any, of net short-term capital gains over net long-term capital losses for each year; and (iii) diversify its holdings so that at the end of each fiscal quarter (a) at least 50% of the value of its total assets are invested in cash, U.S. government securities, securities of other regulated investment companies, and other securities of issuers which represent, with respect to each issuer, no more than 5% of the value of the Fund's total assets and 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of its assets are invested in the securities (other than those of the U.S. government or other regulated investment companies) of any one issuer or of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades and businesses. To the extent it qualifies for treatment as a regulated investment company, the Fund will not be subject to federal income tax on income paid to its shareholders in the form of dividends or capital gain distributions.

An excise tax at the rate of 4% will be imposed on the excess, if any, of each Fund's "required distribution" over its actual distributions in any calendar year. Generally, the "required distribution" is 98% of the Fund's ordinary income for the calendar year plus 98% of its capital gain net income recognized during the one-year period ending October 31 (or December 31, if the Fund so elects) plus undistributed amounts from prior years. Each Fund intends to make distributions sufficient to avoid imposition of the excise tax. Distributions declared by a Fund during October, November and December to shareholders of record on a date in any such month and paid by the Fund during the following January will be treated for federal tax purposes as paid by the Fund and received by shareholders on December 31 of the year in which declared.

Taxation of Distributions Received by Shareholders

Shareholders of each Fund will be subject to federal income taxes on distributions made by the Fund whether received in cash or additional shares of the Fund. Distributions by each Fund of net income and short-term capital gains, if any, will be taxable to shareholders as ordinary income. Distributions designated by a Fund as deriving from net gains on securities held for more than one year will be taxable to shareholders as long-term capital gain (generally taxed at 20% rate for noncorporate shareholders), without regard to how long a shareholder has held shares of the Fund.

Dividends and distributions on a Fund's shares are generally subject to federal income tax as described herein to the extent they do not exceed the Fund's realized income and gains. Even though such dividends and distributions may economically represent a return of a particular shareholder's investment. Such distributions are likely to occur in respect of shares purchased at a time when a Fund's net asset value reflects gains that are either unrealized, or realized but not distributed. Such realized gains may be required to be distributed even when a Fund's net asset value also reflects unrealized losses.

Taxation of Certain Financial Instruments

A Fund may enter into futures contracts, options on futures contracts and options on securities indices. Such contracts held by the Fund at the close of its taxable year will generally be treated for federal income tax purposes as sold for their fair market value on the last business day of such year, a process known as "marking-to-market". Forty percent of any gain or loss resulting from this constructive sale will be treated as short-term capital gain or loss and 60 percent of such gain or loss will be treated as long-term capital gain or loss without regard to the period the Fund actually held the instruments. The amount of any capital gain or loss actually realized by the Fund in a subsequent sale or other disposition of the instruments is adjusted to reflect any capital gain or loss taken into account in a prior year as a result of the constructive sale of the instruments. The hedging transactions undertaken by the Fund may result in "straddles" for federal income tax purposes. The straddle rules may affect the character of gains or losses realized by a Fund. In addition, losses realized by the Fund on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized.

A Fund may make one or more of the elections available under the Code that are applicable to straddles. If a Fund makes any of the elections, the amount, character and timing of the recognition of gains and losses from the affected straddle positions will be determined under the rules that vary according to the election(s) made. The rules applicable under certain of the elections may operate to accelerate the recognition of gains or losses from the affected straddle positions. Because the straddle rules may affect the character of gains or loses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount which may be reported to investors and which will be taxable to them as ordinary income or long-term capital gain,

may be increased or decreased as compared to a Fund that did not engage in such hedging transactions.

Foreign Income

Income received by the MSCI EAFE Index Fund from sources within foreign countries may be subject to withholding and other foreign taxes. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. It is impossible to determine the effective rate of foreign tax in advance since the amount of the MSCI EAFE Index Fund's assets to be invested in various countries will vary. If the MSCI EAFE Index Fund is liable for foreign taxes, and if more than 50% of the value of the Fund's total assets at the close of its taxable year consists of stocks or securities of foreign corporations, the Fund may make an election pursuant to which certain foreign taxes paid by it would be treated as having been paid directly by its shareholders. Pursuant to such election, the MSCI EAFE Index Fund's share of the amount of foreign taxes paid by it will be included in the income of its shareholders, and such shareholders (except tax-exempt shareholders) may, subject to certain limitations, claim either a credit or deduction for the taxes. Each MSCI EAFE Index Fund investor will be notified after the close of the Fund's taxable year whether the foreign taxes paid will "pass through" for that year and, if so, such notification will designate (a) the regulated investment company investor's portion of the foreign taxes paid to each such country and (b) the portion which represents income derived form sources within each such country.

The amount of foreign taxes for which an investor may claim a credit in any year will generally be subject to a separate limitation for "passive income," which includes, among other items of income, dividends, interests and certain foreign currency gains. Because capital gains realized by a Fund on the sale of foreign securities will be treated as U.S.-source income, the available credit of foreign taxes paid with respect to such gains may be restricted by this limitation. In addition a shareholder must hold shares of the MSCI EAFE Index Fund (without protection from risk or loss) on the ex-dividend date and for at least 16 days during the 30-day period beginning on the date that is 15 days before the ex-dividend date in order to be eligible to claim a foreign tax credit passed through by the Fund.

The Aggregate Bond Index Fund's Investments in Original Issue Discount Securities

A Fund's investment in securities issued at a discount and certain other obligations will (and investments in securities purchased at a discount may) require the Fund to accrue and distribute income not yet received. In such cases, a Fund may be required to sell assets (including when it is not advantageous to do so) to generate the cash necessary to distribute as dividends to its shareholders all of its income and gains and therefore to eliminate any tax liability at the Fund level.

Redemptions and Exchanges

Redemptions and exchanges of each Fund's shares are taxable events and, accordingly, shareholders may realize gain or loss on these transactions. In general, any gain realized upon a taxable disposition of shares will be treated as long-term capital gain if the shares have been held for more than one year. Otherwise, the gain on the sale, exchange or redemption of Fund shares will be treated as short-term capital gain. However, if a shareholder sells Fund shares at a loss within six months after purchasing the shares, the loss will be treated as a long-term capital loss to the extent of any long-term capital gain distributions received by the shareholder. Furthermore, no loss will be allowed on the sale of Fund shares to the extent the shareholder acquired other shares of the same Fund within 30 days prior to the sale of the loss shares or 30 days after such sale.

The foregoing discussion summarizes some of the consequences under the current federal tax law of an investment in the Funds. It is not a substitute for personal tax advice. Consult your personal tax advisor about the potential tax consequences of an investment in the Fund including in-kind transactions under all applicable tax laws.

Non-U.S. investors in the Funds should consult their tax advisors concerning the tax consequences of ownership of shares in the Funds, including the possibility that distributions may be subject to a 30 percent United States withholding tax (or a reduced rate of withholding provided by treaty).

UNDERWRITERS

ALPS Mutual Funds Services, Inc., serves as Distributor (the "Distributor") pursuant to the Distribution Agreement. The Distributor is located at 370 17th Street, Suite 3100, Denver, Colorado 80202. Pursuant to the Distribution Agreement, the Funds pay the Distributor fees under the Rule 12b-1 Plan in effect for each of the Funds of the Trust. For a description of the fees paid to the Distributor under the Rule 12b-1 Plan, see "Rule 12b-1 Plan", above. The Distributor is not obligated to sell any specific number of shares and will sell shares of a Fund on a continuous basis only against orders to purchase shares.

CALCULATION OF PERFORMANCE DATA

Not applicable.

FINANCIAL STATEMENTS

The Financial Statements for the Trust at August 31, 2000, including the notes thereto and the report of Ernst & Young LLP thereon are contained in this Statement of Additional Information on the following pages.

State Street Equity 500 Index Fund Statement of Net Assets August 24, 2000

                              Assets

    Cash................................................   $100,000
                                                           --------
Net Assets..............................................   $100,000
                                                           ========
Net Assets consist of:
    Paid-in capital.....................................   $100,000
                                                           ========
Shares Outstanding - Class A............................     10,000
    (No Par Value, Unlimited Shares Authorized)            ========

Net Asset Value per share...............................   $  10.00
                                                           ========

See Notes to Statement of Net Assets

State Street Equity 500 Index Fund Notes to Statement of Net Assets August 24, 2000

1. ORGANIZATION

The State Street Equity 500 Index Fund ("the Fund") is a series of the State Street Institutional Investment Trust ("the Trust"), which is an open-end management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts. The Trust was organized on February 16, 2000, and has had no operations since that date other than matters relating to its organization and registration and the sale of 10,000 shares of Class A shares for $100,000 to ALPS Mutual Funds Services, Inc. on August 24, 2000. The Fund's investment objective is to match as closely as possible, before expenses, the performance of the S&P 500 Index.

2. SIGNIFICANT ACCOUNTING POLICIES

Organization Costs: Costs relating to the organization of the Fund will be borne by State Street Bank and Trust Company.

Accounting Estimates: The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statement. Actual results could differ from those estimates.

3. INVESTMENT ADVISORY AND OTHER AGREEMENTS

The Fund has entered into an investment advisory agreement with State Street Bank and Trust Company ("the Adviser"). Pursuant to the investment advisory agreement, the Adviser is responsible for the asset management of the Fund. The Fund will pay the Adviser a monthly fee at the annual rate of 0.045% of the Fund's average daily net assets upon commencement of investment operations. The Fund has also entered into Administration, Custody and Transfer Agent Agreements with the Advisor. As compensation for services provided under these contracts, and for assuming ordinary operating expenses of the Fund, the Advisor will receive an administration fee payable on a monthly basis at an annual rate of 0.05% of the Fund's average daily net assets upon commencement of investment operations.

4. INCOME TAXES

The Fund intends to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and as such will not be subject to federal income taxes.

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Trustees of State Street Institutional Investment Trust and Shareholder of State Street Equity 500 Index Fund:

We have audited the accompanying statement of net assets of State Street Equity 500 Index Fund (the "Fund"), a series of the State Street Institutional Investment Trust, as of August 24, 2000. This financial statement is the responsibility of the Fund's management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of the State Street Equity 500 Index Fund of the State Street Institutional Investment Trust at August 24, 2000 in conformity with accounting principles generally accepted in the United States.

                                            /s/ ERNST & YOUNG LLP

                                            ERNST & YOUNG LLP


Boston, Massachusetts
August 31, 2000

PART C

ITEM 23. EXHIBITS

(a) Declaration of Trust was filed previously as Exhibit (a) to Registrant's Registration Statement and is incorporated by reference herein.

(b) By-laws of the Trust were filed previously as Exhibit (b) to Registrant's Registration Statement and are incorporated by reference herein.

(d) Form of Investment Advisory Contract was filed previously as Exhibit (d) to Registrant's Registration Statement and is incorporated by reference herein.

(e) Form of Distribution Agreement was filed previously as Exhibit (e) to Registrant's Registration Statement and is incorporated by reference herein.

(f) Not applicable.

(g) Form of Custodian Agreement was filed previously as Exhibit (g) to Registrant's Registration Statement and is incorporated by reference herein.

(h)(1) Form of Transfer Agent and Services Agreement was filed previously as Exhibit
(h)(1) to Registrant's Registration Statement and is incorporated by reference herein.

(h)(2) Form of Administration Agreement was filed previously as Exhibit (h)(2) to Registrant's Registration Statement and is incorporated by reference herein.

(i) Legal Opinion of Ropes & Gray is filed herewith.

(j)(1) Power of Attorney for James B. Little dated February 4, 2000 was filed previously as Exhibit (j)(1) to Registrant's Registration Statement and is incorporated by reference herein.

(j)(2) Power of Attorney for all Trustees dated February 28, 2000 is filed herewith.

(j)(3) Power of Attorney for Kathleen C. Cuocolo dated August 10, 2000 is filed herewith.

(j)(4) Consent of Independent Auditors is filed herewith.

(k) Not applicable.

(l) Not applicable.

(m) Form of Rule 12b-1 Plan was filed previously as Exhibit (m) to Registrant's Registration Statement and is incorporated by reference herein.

(n) Form of Rule 18f-3 Plan was filed previously as Exhibit (n) to Registrant's Registration Statement and is incorporated by reference herein.

(p)(1) Form of Code of Ethics was filed previously as Exhibit (p)(1) to Registrant's Registration Statement and is incorporated by reference herein.

(p)(2) Code of Ethics of State Street Master Funds is filed herewith.

(p)(3) Code of Ethics of State Street Global Advisors is filed herewith.

(p)(4) Code of Ethics of ALPS Mutual Funds Services, Inc. is filed herewith.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

None.

ITEM 25. INDEMNIFICATION

The Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered Person") against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Trustee or officer or by reason of his or her being or having been such a Trustee or officer, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interest of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. Expenses, including counsel fees so incurred by any such Covered Person, may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding on the condition that the amounts so paid shall be repaid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article.

As to any matter disposed of by a compromise payment by any such Covered Person referred to above, pursuant to a consent decree or otherwise, no such indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Trust, after notice that it involved such indemnification, (a) by a disinterested majority of the Trustees then in office; or (b) by a majority of the disinterested Trustees then in office; or (c) by any disinterested person or persons to whom the question may be referred by the Trustees, provided that in the case of approval pursuant to clause (b) or (c) there has been obtained an opinion in writing of independent legal counsel to the effect that such Covered Person appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust and that such indemnification would not protect such person against any liability to the Trust or its Shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office; or (d) by vote of Shareholders holding a majority of the Shares entitled to vote thereon, exclusive of any Shares beneficially owned by any interested Covered Person. Approval by the Trustees pursuant to clause (a) or (b) or by any disinterested person or persons pursuant to clause (c) of this Section shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with any of such clauses as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust or to have been liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office.

The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article 4, the term "Covered Person" shall include such person's heirs, executors and administrators; an "interested Covered Person" is one against whom the action, suit or other proceeding in question or another action, suit or other proceeding on the same or similar grounds is then or has been pending; and a "disinterested Trustee" or "disinterested person" is a Trustee or a person against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in this Article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER

See "Management" in Part B. Information as to the directors and officers of the Adviser is included in its Form ADV filed with the SEC and is incorporated herein by reference thereto.

ITEM 27. PRINCIPAL UNDERWRITERS

(a) In addition to the Registrant, ALPS Mutual Funds Services, Inc., currently acts as distributor to Diamonds Trust, Financial Investors Trust, Firsthand Funds, First Funds Trust, Holland Balanced Fund, SPDR Trust, MidCap SPDR Trust, NASDAQ 100 Trust, Select Sector SPDR Trust, Stonebridge Funds Trust and Westcore Funds Trust. ALPS Mutual Funds Services, Inc., is registered with the Securities and Exchange Commission as a broker/dealer and is a member of the National Association of Securities Dealers, Inc.

(b) For each director or officer of ALPS Mutual Funds Services, Inc.

Name and Principal
Business Address             Positions & Offices          Positions & Offices
with Underwriter             with Distributor             with Registrant
----------------             ----------------             ---------------
W. Robert Alexander          Chairman and                        None
370 Seventeenth Street       Chief Executive Officer
Suite 3100
Denver, Colorado 80202

Arthur J. Lucey              Vice Chairman                       None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202

Edmund J. Burke              President                           None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202

Thomas A. Carter             Chief Financial Officer             None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202

Jeremy O. May                Vice President                      None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202

Robert J. Szydlowski         Vice President                     None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202

        Rick A. Pederson              Director                           None
        370 Seventeenth Street
        Suite 3100
        Denver, Colorado 80202

        Chris Woessner                Director                           None
        370 Seventeenth Street
        Suite 3100
        Denver, Colorado 80202

(c)     Not applicable.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

The accounts and records of the Registrant are located, in whole or in part, at the office of the Registrant and the following locations:

State Street Institutional Investment Trust ("Registrant") PO Box 1713 Boston, MA 02105-1713

State Street Bank And Trust Company ("Adviser") Two International Place
Boston, MA 02110

State Street Bank And Trust Company ("Custodian, Administrator, Transfer Agent and Dividend Disbursing Agent") PO Box 1713
Boston, MA 02105-1713

ALPS Mutual Funds Services, Inc. 370 Seventeenth Street
Suite 3100
Denver, CO 80202

ITEM 29. MANAGEMENT SERVICES

Not applicable.

ITEM 30. UNDERTAKINGS

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, State Street Institutional Investment Trust, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Boston and Commonwealth of Massachusetts on the 1st day of September, 2000.

STATE STREET INSTITUTIONAL INVESTMENT TRUST

By:               *
    -------------------------------
    Kathleen C. Cuocolo
    President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement for State Street Institutional Investment Trust has been signed below by the following persons in the capacities indicated on the 1st day of September, 2000:

Signature                                            Title
---------                                            -----
         *
--------------------
Kathleen C. Cuocolo                                  President (Principal Executive Officer)


         *
--------------------
James B. Little                                      Treasurer (Principal Accounting Officer)

         *                                           Trustee
--------------------
William L. Boyan

         *                                           Trustee
--------------------
Michael F. Holland

         *                                           Trustee
--------------------
Rina K. Spence

         *                                           Trustee
--------------------
Douglas T. Williams

* Attorney-in-fact:   /s/ Julie A. Tedesco
                      --------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

EXHIBITS
TO
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(PRE-EFFECTIVE AMENDMENT NO. 1)

AND THE
INVESTMENT COMPANY ACT OF 1940
(AMENDMENT NO. 1)

STATE STREET INSTITUTIONAL INVESTMENT TRUST

INDEX TO EXHIBITS

Exhibit
Number                    Description of Exhibit
------                    ----------------------
99(i)                     Legal Opinion of Ropes & Gray


99(j)(2)                  Power of Attorney for all Trustees

99(j)(3)                  Power of Attorney for Kathleen C. Cuocolo

99(j)(4)                  Consent of Independent Auditors

99(p)(2)                  Code of Ethics of State Street Master Funds

99(p)(3)                  Code of Ethics of State Street Global Advisors

99(p)(4)                  Code of Ethics of ALPS Mutual Funds Services, Inc.

Ropes & Gray One International Place Boston, Massachusetts 02110

August 31, 2000

State Street Institutional Investment Trust P.O. Box 1713
Boston, MA 02105-1713

Ladies and Gentlemen:

We have acted as counsel to State Street Institutional Investment (the "Trust"). In connection with this opinion, we have examined:

(a) A copy of the Agreement and Declaration of Trust of the Trust, dated February 16, 2000 (the "Declaration of Trust"), certified by the Assistant Secretary of the Trust;

(b) A certificate of the Secretary of State of The Commonwealth of Massachusetts dated August 30, 2000 certifying as to the authority of the Trust to exercise in The Commonwealth all of the powers recited in the Declaration of Trust, as amended, and to transact business in The Commonwealth;

(d) A certificate of the Assistant Secretary of the Trust dated August 31, 2000 as to, among other things, certain actions of the Trustees of the Trust; and

(e) Such other certificates, documents, and records as we have deemed necessary for purposes of this opinion.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents.

We have made such examination of Massachusetts law as we have deemed relevant for purposes of this opinion. We express no opinion as to the effect of laws, rules, and regulations of any state or jurisdiction other than The Commonwealth of Massachusetts.

You have advised us that the Trust has filed with the Securities and Exchange Commission a registration statement and amendments thereto (the "Registration Statement") under the

State Street Institutional Investment Trust -2- August 30, 2000

Securities Act of 1933, as amended (the "1933 Act"), relating to the issuance of shares of beneficial interest of five series, including the State Street Equity 500 Index Fund, the State Street Equity 2000 Index Fund, the State Street Equity 400 Index Fund, the State Street MSCI EAFE Index Fund, and the State Street Aggregate Bond Index Fund, including shares of Classes A and B of the State Street Equity 500 Index Fund (collectively, the "Shares").

For purposes of this opinion, we have assumed that all Shares will be offered and sold on the terms, and that the Trust will receive for the sale of such Shares the consideration, set forth in the Registration Statement as in effect at the time of such sale, and that such consideration will be in each case at least equal to the applicable net asset value per Share.

We assume that appropriate action has been taken to register or qualify the sale of the Shares under any applicable state and federal laws regulating offerings and sales of securities.

Based upon and subject to the foregoing, we are of the opinion that:

1. The Trust is a legally organized and validly existing voluntary association with transferable shares of beneficial interest under the laws of The Commonwealth of Massachusetts and is authorized to issue an unlimited number of Shares.

2. Shares issued and sold after the date hereof will be validly issued, fully paid, and nonassessable by the Trust.

The Trust is an entity of the type commonly known as a "Massachusetts business trust". Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Declaration of Trust, as amended, disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in every note, bond, contract, instrument, certificate, or undertaking made or issued on behalf of the Trust by its Trustees or officers. The Declaration of Trust, as amended, provides for indemnification out of the property of the series in question for all loss and expense of any shareholder of that series held personally liable for the obligations of the series solely by reason of his being or having been a shareholder of the series. Thus, the risk of a shareholder's incurring financial loss on account of shareholder liability is limited to circumstances in which the Portfolio itself would be unable to meet its obligations.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Ropes & Gray

Ropes & Gray

POWER OF ATTORNEY

The undersigned Trustees of State Street Institutional Investment Trust (the "Trust") hereby constitute and appoint Julie Tedesco, Esq., and Jennifer Fromm, Esq., each of them with full powers of substitution, as their true and lawful attorneys-in-fact and agents to execute in their names and on their behalf in any and all capacities the Registration Statements on Form N-1A, and any and all amendments thereto, and all other documents, filed by the Trust with the Securities and Exchange Commission (the "SEC"') under the Investment Company Act of 1940, as amended, and (as applicable) the Securities Act of 1933, as amended, and any and all instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Trust to comply with such Acts, the rules, regulations and requirements of the SEC, and the securities or Blue Sky laws of any state or other jurisdiction, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and such other jurisdictions, and the undersigned hereby ratify and confirm as their own act and deed any and all acts that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents has, and may exercise, all of the powers hereby conferred. The undersigned hereby revoke any Powers of Attorney previously granted with respect to the Trust concerning the filings and actions described herein.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 28th day of February, 2000.

SIGNATURE                           TITLE


/s/ William L. Boyan                Trustee
________________________
William L. Boyan


/s/ Michael F. Holland              Trustee
________________________
Michael F. Holland


/s/ Douglas T. Williams             Trustee
________________________
Douglas Williams


/s/ Rina K. Spence                  Trustee
________________________
Rina K. Spence

POWER OF ATTORNEY

The undersigned officer of State Street Institutional Investment Trust (the "Trust") hereby constitutes and appoints Julie A. Tedesco, Esq., and Jennifer S. Fromm, Esq. each of them with full powers of substitution, as her true and lawful attorney-in-fact and agent to execute in her name and on her behalf in any and all capacities the Registration Statements on Form N-1A, and any and all amendments thereto, and all other documents, filed by the Trust or its affiliates with the Securities and Exchange Commission (the "SEC"') under the Investment Company Act of 1940, as amended, and (as applicable) the Securities Act of 1933, as amended, and any and all instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Trust or its affiliates to comply with such Acts, the rules, regulations and requirements of the SEC, and the securities or Blue Sky laws of any state or other jurisdiction, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and such other jurisdictions, and the undersigned hereby ratifies and confirms as her own act and deed any and all acts that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents has, and may exercise, all of the powers hereby conferred. The undersigned hereby revokes any Powers of Attorney previously granted with respect to the Trust or its affiliates concerning the filings and actions described herein.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand as of the 10th day of August, 2000.

SIGNATURE                                   TITLE

/s/ Kathleen C. Cuocolo                     President
___________________________
Kathleen C. Cuocolo

Exhibit 99(j)(4)

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Counsel and Independent Auditors" in the Statement of Additional Information and to the use of our report dated August 31, 2000, with respect to the financial statement of the State Street Equity 500 Index Fund included in this Pre-Effective Amendment No. 1 to the Registration Statement (Form N-1A, Registration No. 333-30810) of State Street Institutional Investment Trust.

                                                  /s/ ERNST & YOUNG LLP

                                                  ERNST & YOUNG LLP

Boston, Massachusetts

August 31, 2000

STATE STREET MASTER FUNDS (THE "TRUST")

CODE OF ETHICS

I. DEFINITIONS

1. "Access Person" shall have the same meaning as that set forth in Rule 17j-1(a)(1) of the 1940 Act.

2. "Adviser" shall mean State Street Bank and Trust Company.

3. "Adviser Access Person" shall mean a director, officer or advisory person, as defined in Rule 17j-1(a)(2), of the Adviser who, with respect to the Trust, makes any recommendation, participates in the determination of which recommendation shall be made, or whose principal function or duties relate to the determination of which recommendation shall be made to the Trust; or who, in connection with his or her duties, obtains any information concerning securities recommendations being made by the Adviser to the Trust.

4. "Adviser's Code of Ethics" shall mean the Code of Ethics of State Street Bank and Trust Company with respect to personal securities transactions.

5. "Beneficial Ownership" shall be interpreted in the manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

6. A Security is being "considered for purchase or sale" by a Fund when a recommendation that such Fund purchase or sell the Security has been made by the Adviser or an Access Person of the Adviser or Trust. "Code" shall mean this Code of Ethics.

7. "Control" shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. Generally it means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

8. "Compliance Officer" shall mean (i) with respect to the Adviser, a person designated by the Adviser to receive reports and take certain actions, as provided in the Adviser's Code of Ethics, and (ii) with respect to the Trust, a person designated by the Trust to receive reports and take certain actions, as provided in this Code of Ethics.

9. "Fund" or "Funds" shall mean such portfolio or series of the Trust.

10. "Interested Person" shall have the meaning as considered in Section 2(a)(19) of the 1940 Act.

11. "Independent Trustee" shall mean any Trustee of the Trust who is not an Interested Person of the Trust.

12. An "Initial Public Offering" means an offering registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

13. "Investment Company Access Person" shall mean a trustee, officer or advisory person, as defined in Rule 17j-1(a)(2), of the Trust other than an Independent Trustee or an Adviser Access Person.

14. "Investment Personnel" of the Trust or the Adviser shall mean (a) any employee of the Trust or the Adviser (or of any company in a control relationship to the Trust or the Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Trust; and (b) any natural person who controls the Trust or the Adviser and who obtains information concerning recommendations made to the Trust regarding the purchase or sale of securities by the Trust.

15. "Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933.

16. "Purchase" or "sale" of a security includes, among other things, the writing of an option to purchase or sell a security.

17. "Security" shall have the same meanings as that set forth in
Section 2(a)(36) of the 1940 Act (generally, all securities) except that it shall not include securities issued by the Government of the United States or an agency or instrumentality thereof (including all short-term debt securities which are "government securities" within the meaning of Section 2(a)(16) of the 1940 Act), bankers' acceptances, bank certificates of deposit, commercial paper and shares of registered open-end investment companies.

18. "Trust" means the State Street Master Funds.

II. CODE PROVISIONS APPLICABLE TO ALL ACCESS PERSONS

No Access Person of the Trust, in connection with the purchase or sale, directly or indirectly, by such Access Person of a Security held or to be acquired by the Trust, shall:

1. employ any device, scheme or artifice to defraud the Trust;

2. make to the Trust any untrue statement of a material fact or omit to state to the Trust a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

3. engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Trust; or

4. engage in any manipulative practice with respect to the Trust.

III. CODE PROVISIONS APPLICABLE ONLY TO ADVISER ACCESS PERSONS

1. Code of Ethics. The provisions of the Adviser's Code of Ethics are hereby adopted as the Code of Ethics of the Trust applicable to Adviser Access Persons. A violation of the Adviser's Code of Ethics by any Adviser Access Person shall also constitute a violation of this Code of Ethics.

2. Reports. Adviser Access Persons shall file the reports required by the Adviser's Code of Ethics. Such filings shall be deemed to be filings with the Trust under this Code of Ethics, and shall at all times be available to the Trust.

3. Review and Sanctions. At periodic intervals established by the Trustees of the Trust, but no less frequently than annually, the Compliance Officer of the Adviser shall report to the Board of Trustees of the Trust all material violations by Adviser Access Persons of the Adviser's Code of Ethics during such period and the corrective action taken by the Adviser.

IV. CODE PROVISIONS APPLICABLE ONLY TO INDEPENDENT TRUSTEES OF THE TRUST

1. Prohibited Purchases and Sales. No Independent Trustee of the Trust shall purchase or sell, directly or indirectly, any Security in which such Independent Trustee has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership and which to such Independent Trustee's actual knowledge at the time of such purchase or sale:

(a) is being considered for purchase or sale by a Fund; or

(b) is being purchased or sold by a Fund.

2. Exempted Transactions. The prohibitions of Section IV.1 of this Code shall not apply to:

(a) purchases or sales effected in any account over which the Independent Trustee has no direct or indirect influence or control;

(b) purchases or sales which are non-volitional on the part of the Independent Trustee;

(d) purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

(e) sales of securities held in a margin account to the extent necessary in order to meet margin requirements;

(f) purchases or sales other than those exempted in (a) through (e) above, (i) which will not cause the Independent Trustee to gain improperly a personal profit as a result of such Independent Trustee's relationship with the Trust, or (ii) which are only remotely potentially harmful to a Fund because the proposed transaction would be unlikely to

affect a highly institutional market, or (iii) which, because of the circumstances of the proposed transaction, are not related economically to the Securities purchased or sold or to be purchased or sold by a Fund, and in each case which are previously approved by the Compliance Officer of the Trust, which approval shall be confirmed in writing.

3. Reporting.

(a) Whether or not one of the exemptions listed in Section IV.2 hereof applies, each Independent Trustee of the Trust shall file with the Compliance Officer of the Trust a dated written report containing the information described in Section IV.3(b) of this Code with respect to each transaction in any Security in which such Independent Trustee has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership, if such Independent Trustee, at the time the transaction was entered into, actually knew, or in the ordinary course of fulfilling official duties as a trustee of the Trust should have known, that during the 15-day period immediately preceding or after the date of that transaction:

(i) such Security was or is to be purchased or sold by a Fund, or

(ii) such Security was or is being considered for purchase or sale by a Fund;

provided, however, that such Independent Trustee shall not be required to make a report with respect to any transaction effected for any account over which such Independent Trustee does not have any direct or indirect influence or control. Each such report shall be deemed to be filed with the Trust for purposes of this Code, and may contain a statement that the report shall not be construed as an admission by the Independent Trustee that such Independent Trustee has any direct or indirect Beneficial Ownership in the Security to which the report relates.

(b) Such report shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(i) the date of the transaction, the title of and the number of shares, and the principal amount of each Security involved;

(ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(iii) the price at which the transaction was effected; and

(iv) the name of the broker, dealer or bank with or through whom the transaction was effected.

Any report concerning a purchase or sale prohibited under Section IV.1 hereof with respect to which the Independent Trustee relies upon one of the exemptions provided in Section IV.2 shall contain a brief statement of the exemption relied upon and the circumstances of the transaction.

4. Review. The Compliance Officer of the Trust shall review or supervise the review of the personal securities transactions reported pursuant to Section IV.3. As part of that review, each such reported securities transaction shall be compared against completed and contemplated portfolio transactions of the Trust to determine whether a violation of this Code may have occurred. If the Compliance Officer of the Trust determines that a violation may have occurred, the Compliance Officer of the Trust shall submit the pertinent information regarding the transaction to the Trustees of the Trust. The Trustees shall evaluate whether a material violation of this Code has occurred, taking into account all the exemptions provided under Section IV.2. Before making any determination that a violation has occurred, the Trustees shall give the person involved an opportunity to supply additional information regarding the transaction in question and shall consult with counsel for the Independent Trustee whose transaction is in question.

5. Sanctions. If the Trustees of the Trust determine that a material violation of this Code has occurred, the Trustees may take such action and impose such sanctions as said Trustees deem appropriate.

V. CODE PROVISIONS APPLICABLE ONLY TO INVESTMENT COMPANY ACCESS PERSONS

1. Prohibited Purchases and Sales. No Investment Company Access Person shall purchase or sell, directly or indirectly, any Security in which such Investment Company Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership and which to such Investment Company Access Person's actual knowledge as the time of such purchase or sale:

(a) is being considered for purchase or sale by a Fund; or

(b) is being purchased or sold by a Fund.

2. Exempted Transactions. The prohibitions of Section V.1 of this Code shall not apply to:

(a) purchases or sales effected in any account over which the Investment Company Access Person has no direct or indirect influence or control;

(b) purchases or sales which are non-volitional on the part of the Investment Company Access Person;

(e) sales of securities held in a margin account to the extent necessary in order to meet margin requirements;

(f) purchases or sales other than those exempted in (a) through
(e) above, (i) which will not cause the Investment Company Access Person to gain improperly a personal profit as a result of such Investment Company Access Person's relationship with the Trust, or
(ii) which are only remotely potentially harmful to a Fund because the proposed

transaction would be unlikely to affect a highly institutional market, or (iii) which, because of the circumstances of the proposed transaction, are not related economically to the Securities purchased or sold or to be purchased or sold by a Fund, and in each case which are previously approved by the Compliance Officer of the Trust, which approval shall be confirmed in writing.

3. Reporting. Whether or not one of the exemptions listed in Section V.2 hereof applies, each Investment Company Access Person shall file with the Compliance Officer of the Trust:

(a) within 10 days of becoming an Investment Company Access Person, a dated initial holdings report. Such report shall contain the title of, the number of shares of, and the principal amount of each security beneficially owned by the Investment Company Access Person. Such report shall also list the name of any broker, dealer or bank with whom the Investment Company Access person maintained an account in which any securities were held for the direct or indirect benefit of the Investment Company Access Person as of the date the person became an Investment Company Access Person;

(b) an annual holdings report which updates the information provided in the initial holdings report. Such report shall provide the information required in subparagraph (a) above, which information must be as of a date no more than 30 days prior to the date such report is submitted;

(c) a quarterly dated transaction written report containing the information described below with respect to each transaction in any Security in which such Investment Company Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership; provided, however, that such Investment Company Access Person shall not be required to make a report with respect to any transaction effected for any account over which such Investment Company Access Person does not have any direct or indirect influence or control. Each such report shall be deemed to be filed with the Trust for purposes of this Code, and may contain a statement that the report shall not be construed as an admission by the Investment Company Access Person that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates. Such report shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(i) the date of the transaction, the title of and the number of shares, and the principal amount of each Security involved;

(ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(iii) the price at which the transaction was effected; and

(iv) the name of the broker, dealer or bank with or through whom the transaction was effected.

Any report concerning a purchase or sale prohibited under Section V.1 hereof with respect to which the Investment Company Access Person relies upon one of the exemptions provided in Section V.2 shall contain a brief statement of the exemption relied upon and the circumstances of the transaction.

4. Review. The Compliance Officer of the Trust shall review or supervise the review of the personal securities transactions reported pursuant to Section V.3. As part of that review, each such reported securities transaction shall be compared against completed and contemplated portfolio transactions of the Trust to determine whether a violation of this Code may have occurred. If the Compliance Officer of the Trust determines that a violation may have occurred, the Compliance Officer of the Trust shall submit the pertinent information regarding the transaction to the Trustees of the Trust. The Trustees shall evaluate whether a material violation of this Code has occurred, taking into account all the exemptions provided under Section V.2. Before making any determination that a violation has occurred, the Trustees shall give the person involved an opportunity to supply additional information regarding the transaction in question and shall consult with counsel for the Investment Company Access Person whose transaction is in question.

6. Exception to Reporting Requirements. No Investment Company Access Person shall be required to comply with the provisions of Section V.3.(c) hereof if the report required thereunder would duplicate information contained in broker trade confirmations or account statements timely received by the Designated Person of the Trust.

VI. CODE PROVISIONS APPLICABLE ONLY TO INVESTMENT PERSONNEL

Investments in IPOs and Limited Offerings. Investment Personnel must obtain approval from the Compliance Officer of the Trust or the Adviser prior to directly or indirectly acquiring beneficial ownership in any securities in an Initial Public Offering or in a Limited Offering. In granting such approval, the Compliance Officer shall consider, among other factors, whether the investment opportunity in question should be reserved for the Trust and whether the opportunity is being offered to an individual by virtue of his position with the Trust or the Adviser.

VII. MISCELLANEOUS PROVISIONS

1. Approval of Code. This Code shall be deemed to be Trust's Code of Ethics upon approval by the Trustees of the Trust, including a majority of the Independent Trustees.

2. Amendment or Revision of the Code. Any amendment to or revision of this Code of Ethics shall be promptly furnished to the Trust's Trustees and any material amendment to or revision of this Code of Ethics must be approved by the Trustees, including a majority of the Independent Trustees, no later than six months after adoption of such amendment or revision.

3. Amendment or Revision of Adviser's Code of Ethics. Any amendment or revision of the Adviser's Code of Ethics shall be deemed to be an amendment or revision of Section III.1 of this Code, and such amendment or revision shall be promptly furnished to the Independent Trustees of the Trust.

4. Annual Issues and Certification Report. At periodic intervals established by the Trustees of the Trust, but no less frequently than annually, the Compliance Officer of the Trust shall provide a written report to the Trustees of the Trust regarding any issues which arose under this Code of Ethics since the last report to the Board of Trustees, including, but not limited to, information about material Code or procedure violations and sanctions imposed in response to any material violations. In addition, the Compliance Officer of the Trust will provide to the Trustees of the Trust in writing a certification that the Trust has adopted procedures reasonably necessary to prevent Investment Company Access Persons from violating this Code of Ethics.

5. Records. The Trust shall maintain records in the manner and to the extent set forth below, which records may be maintained on microfilm under the conditions described in Rule 31a-2(f)(1) under the 1940 Act and shall be available for examination by representatives of the Securities and Exchange Commission:

(a) A copy of this Code and any other code that is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

(b) A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

(c) A copy of each report made pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which its is made, the first two years in an easily accessible place; and

(d) A list of persons who are, or within the past five years have been, required to make reports pursuant to this Code shall be maintained in an easily accessible place.

6. Confidentiality. All reports of securities transactions and any other information filed with the Trust or furnished to any person pursuant to this Code shall be treated as confidential, but are subject to review as provided herein and by representatives of the Securities and Exchange Commission.

7. Interpretation of Provisions. The Trustees of the Trust may from time to time adopt such interpretation of this Code as they deem appropriate.

8. Effect of Violation of this Code. In adopting Rule 17j-1, the Securities and Exchange Commission specifically noted in Investment Company Act Release No. 11421 that a violation of any provision of a particular code of ethics, such as this Code, would not be considered a per se unlawful act prohibited by the general anti-fraud provisions of the Rule. In adopting this Code of Ethics, it is not intended that a violation of this Code is or should be considered to be a violation of Rule 17j-1.

Adopted: [ ]

Code of Ethics
July, 2000

[SSgA LOGO]

CODE OF ETHICS - TABLE OF CONTENTS

Statement of General Principles ..........................................     1
Applicability of Code to Employees of Non-US Offices .....................     1
What is the Code of Ethics ...............................................     2
Section 1 - Definitions ..................................................     2
Section 2 - Exempted Transactions ........................................     6
Section 3 - Trading Restrictions
         A.  Personal Securities Transactions "Black-out"
             Trading Restrictions ........................................     6
         B.  Securities Maintained on an "Approved List" .................     8
Section 4 - Preclearance
         A.  Preclearance of Securities Transactions .....................    12
         B.  Short-term Trading ..........................................    12
Section 5 - Reporting ....................................................    13
Section 6 - Annual Certification .........................................    16
Section 7 - Exemptive Relief .............................................    16
Section 8 - Violations and Sanctions .....................................    16
Section 9 - Issues Forum .................................................    17

July, 2000

CODE OF ETHICS
STATE STREET GLOBAL ADVISORS
("SSgA")

Statement of General Principles

In addition to any particular duties or restrictions set forth in the SSgA Code of Ethics (the "Code"), every employee of the Adviser must adhere to the following general principles:

I. Since our clients have entrusted us with their assets, we must, at all times, place the interests of these clients first. These clients include the mutual funds which we advise, participants in the State Street Bank and Trust Company collective investment vehicles and those clients for whom we manage discretionary accounts.

II. Transactions executed for the employee's personal account must be conducted in a manner consistent with this Code and in such a manner as to avoid any actual or perceived conflict of interest or any abuse of the employee's position of trust and responsibility.

III. Employees are encouraged to make investment decisions regarding their personal accounts with a long term view. Short-term trading is strongly discouraged.

IV. Employees must not take inappropriate advantage of their position.

Applicability of Code to Employees of Non-US Offices

Employees of the Adviser's Non-US offices are subject to the terms of the Code. In addition, however, such employees remain subject to any local laws and regulations affecting personal investments, investments on behalf of customers and other activities governed by the Code. It is the responsibility of each employee to adhere to such regulations. In the event of any inconsistency between local law or regulation and the terms of this Code, the employee must adhere to the highest applicable standard.

July, 2000

WHAT IS THE CODE OF ETHICS?

The Code of Ethics, hereafter referred to as the "Code", is the policy statement that State Street Global Advisors has adopted which primarily governs personal securities transactions of its employees. It is designed to ensure that employees conduct their personal securities transactions in a manner which does not create an actual or potential conflict of interest to the bank's business or fiduciary responsibilities. In addition, the Code establishes standards that prohibit the trading in or recommending of securities based upon material, non-public information or the tipping of such information to others.

The SSgA Risk Management and Compliance Department oversees overall compliance with the Code. Failure to comply with the Code could result in company imposed sanctions, and possible criminal and civil liability, depending on the circumstances.

SECTION 1 - DEFINITIONS

A. "Access Person" or " Investment Personnel" as defined by Rule 17j-1 under the Investment Company Act of 1940, as amended ("the 1940 Act"), means "any Portfolio Manager, Investment Person or Reporting Associate of State Street Global Advisors or of such other divisions as determined by the Adviser from time to time, and any other employee of the Adviser designated as an Access Person by the Compliance Officer by virtue of his or her stature within the organization."

The following Access Person levels have been established by the SSgA Boston office. The levels reflect the minimum requirements of the Code of Ethics. A listing of Access Persons is maintained by the local Compliance Officer. The local Compliance Officer, at his or her discretion, can impose higher standards in their local environment.

1. "Portfolio Manager" (Level 1) means "the persons identified by the Adviser, as the portfolio manager or back-up portfolio manager of a Fund."

2. "Investment Person" (Level 2) means "any employee of the Adviser who, in connection with his or her regular functions or duties,

July, 2000 -2-

makes, participates in, or obtains information regarding
the purchase or sale of a Security by a Fund prior to or
contemporaneous with such purchase or sale, or whose
functions relate to the making of any recommendations with
respect to such purchase or sale."

3. "Reporting Associate" (Level 3) means "(i) any director, officer or employee of the Adviser who, with respect to any Fund, makes any recommendation, participates in the determination of which recommendation will be made, or whose principal function or duties relate to the determination of which recommendation will be made, or who, in connection with his or her duties, obtains any information concerning recommendations on Securities being made by the Adviser to any Fund, and (ii) any employee of the Adviser who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchases or sales of Securities made by a Fund or whose functions relate to the making of any recommendations with respect to the purchases or sales.

B. "Adviser" means "State Street Global Advisors" and any other investment advisory division of State Street Bank and Trust Company, "State Street Global Advisors, Inc." and any subsidiary thereof, "State Street Brokerage" and "State Street Banque, S.A." and such other entities as from time to time designated by the Compliance Officer.

C. "Approved List" means Securities followed by the Global Fundamental Research Group and tracked on the Approved List. Securities may be added, removed, or undergo periodic ratings changes.

D. "Associated Portfolio" means with respect to an Access Person any Portfolio in the fund group for which such person acts as a Portfolio Manager, Investment Person or Reporting Associate (e.g., accounts for which the Access Person is Portfolio Manager, designated Back-up Portfolio Manager).

E. "Beneficial Ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except

July, 2000 -3-

that the determination of direct or indirect Beneficial Ownership
shall apply to all Securities which an Access Person has or
acquires other than those Securities which are acquired through
dividend reinvestment.

Beneficial Ownership generally extends to accounts in the name of:

- the Access Person;

- the Access Person's spouse;

- the Access Person's minor children;

- the Access Person's adult children living in the Access Person's home; and

- any other relative whose investments the Access Person directs (regardless of whether he or she resides in the Access Person's home).

Beneficial Ownership also includes accounts of another person or entity if by reason of any contract, understanding, relationship, agreement or other arrangement the Access Person obtains therefrom benefits substantially equivalent to those of ownership. Access Persons should contact the local Compliance Officer regarding any questions they may have concerning Beneficial Ownership.

F. "Compliance Officer" shall mean the person identified by the State Street Global Advisors division of the Adviser, from time to time, as the local Compliance Officer of SSgA.

G. "Control" means the power to exercise a controlling influence over an account.

H. "de minimis transaction" is a personal trade that, when client orders are pending, meets the following conditions: i) proposed personal trade does not exceed 2% of the average 10 day trading volume in the subject security, AND ii) pending client orders do not exceed the 2% limit.

I. "Fund" or "Funds" means "any mutual fund, bank collective fund, common trust fund, separate account or other type of account advised or sub-advised by the Adviser."

J. "Fundamental Access Person" means "any Access Person (Level 1-3) who either has access to or receives updates concerning the fundamental research (as distinguished from

July, 2000 -4-

       the quantitative management process) used in connection with the
       managing a Fund, and who is identified as such on a list
       maintained by the Compliance Department."

K.     "Level 4 Person" means " any individual employed by the Adviser
       who is not an Access Person (Level 1-3) and who is identified as a
       Level 4 Person by SSgA Risk Management and Compliance."

L.     "Portfolio" means "any investment portfolio of a Fund."

M.     "Purchase or Sale of a Security" includes, among other things, the
       writing of an option to purchase or sell a Security.

N.     "Security" shall have the meaning set forth in Section 2(a)(36) of
       the 1940 Act, provided that "Security" shall NOT include direct
       obligations of the government of the United States, bankers'
       acceptances, bank certificates of deposit, commercial paper and
       high quality short-term debt instruments, including repurchase
       agreements, and shares issued by an open-end investment company
       registered under the 1940 Act (e.g., open-end mutual funds.)

       This definition of "Security" includes, but is not limited to: any
       note, stock, treasury stock, bond, debenture, evidence of
       indebtedness, certificates of interest or participation in any
       profit-sharing agreement, any put, call, straddle, option or
       privilege on any Security or on any group or index of Securities,
       or any put, call, straddle, option or privilege entered into on a
       national securities exchange relating to foreign currency.

       Further, for the purpose of this Code, "Security" shall include
       any commodities contracts as defined in Section 2(a)(1)(A) of the
       Commodity Exchange Act. This definition includes but is not
       limited to futures contracts on equity indices.

       Any questions as to whether a particular investment constitutes a
       "Security" should be referred to the local Compliance Officer.

O.     "Short-term Trading" means buying and selling or selling and
       buying the same security within a 60 day period.

July, 2000 -5-

SECTION 2 - EXEMPTED TRANSACTIONS

The "Trading Restrictions" (Section 3A) and "Preclearance" requirements (Section 4) of this Code shall not apply to:

A. Purchases or sales effected in any account over which the Access Person or Level 4 Person has no direct or indirect influence or control (e.g., assignment of management discretion in writing to another party). However, if management authority is ceded to a person in the same household (spouse, dependent children or other individual living in the same household as the Access Person or the Level 4 Person), then trading restrictions and preclearance requirements still have to be met.

B. Acquisition of a Security due to dividend reinvestment or similar automatic periodic investments process or through the exercise of rights, warrants or tender offers. However, these transactions remain subject to the Code's "Reporting" requirements as set forth in Section 5.

C. Securities issued by the U.S. Government or an agency or instrumentality thereof. However, only direct obligations of the U.S. Government are exempt from the reporting requirements set forth in Section 5.

E. With respect to Access Persons employed in a non-US office, purchases or sales of Securities issued by the government of the country in which such office is located. However, these transactions remain subject to the Code's "Reporting" requirements as set forth in Section 5.

SECTION 3 - TRADING RESTRICTIONS/PROHIBITIONS

A. PERSONAL SECURITIES TRANSACTION "BLACK-OUT" TRADING RESTRICTIONS

1. Prohibited trading "black-out" periods. The following categories of personnel are subject to the following restrictions upon execution of personal securities transactions for his or her own personal account or on behalf of an account in which he or she has Beneficial Ownership:

July, 2000 -6-

(a)    "Pending order" restriction. Subject only to the de minimis
       transaction exceptions noted below, no Access Person (Level
       1-3) may purchase or sell a Security or any equivalent
       Security with respect to which such Access Person knows or
       should have known that any Fund (i) has outstanding a
       purchase or sale order (the "pending order"), or (ii) is
       considering purchasing or selling.

       A Fund "is considering purchasing or selling" a Security
       when a recommendation has been made and communicated and,
       with respect to the person making the recommendation, when
       such person seriously considers making such recommendation.

(b)    Seven-day restriction. No Portfolio Manager may purchase or
       sell a Security or any equivalent security within seven (7)
       calendar days after the trade date of a purchase or sale of
       the same Security or any equivalent Security by or on
       behalf of any Associated Portfolio.

In the event that a transaction in a Security is effected in contravention of either of the two forgoing restrictions, the Access Person or Portfolio Manager involved shall, as soon as practicable after becoming aware of the violative nature of his or her personal transaction (irrespective of any pre-execution clearance which may have been previously granted for the transaction), promptly, (I) advise the office of the Compliance Officer of the violation, and (II) comply with whatever directions which the Compliance Officer may issue in order for the violation to be fully and adequately rectified.

2. de minimis transaction exceptions to the "pending order" restriction. An Access Person shall be excepted from the "pending order" restriction with respect to any de minimis transaction; provided, however, that the de minimis transaction exception shall not be applicable for transactions effected by Portfolio Managers that would

July, 2000 -7-

              otherwise be restricted pursuant to subparagraph (1)(b),
              above. Transactions effected pursuant to the de minimis
              exception remain subject to the Preclearance (Section 4)
              and Reporting (Section 5) requirements of this Code.

B.     Securities Maintained on an "Approved List"

       Employees who have access to investment strategy information
       developed by the Fundamental Research Group prior to or
       contemporaneous with its implementation are prohibited for a
       period of seven (7) days from purchasing or selling a Security
       that is added to, removed from, or which has been subject to a
       rating change on the Approved List.

C.     ADDITIONAL PROHIBITED ACTIVITIES

       1.     Neither an Access Person nor Level 4 Person shall, in
              connection with the purchase or sale (directly or
              indirectly) by the Adviser, of a Security held or to be
              acquired by a Fund:

              a.     employ any device, scheme or artifice to defraud a
                     Fund;

              b.     make any material misstatement to a Fund or omit any
                     material fact in any statement to a Fund where such
                     omission would tend to make the statement
                     misleading;

              c.     engage in any act, practice, or course of business
                     which operates or would operate as a fraud or deceit
                     upon a Fund; or

              d.     engage in any manipulative practice with respect to
                     a Fund.

July, 2000 -8-

                     The above prohibited activities shall at all times include,
                     but shall not be limited to, the following:

                            (i)    purchasing or selling securities on the basis
                                   of material(1) non-public(2) information;

                            (ii)   purchasing or selling, knowingly, directly or
                                   indirectly, securities in such a way as to
                                   compete personally in the market with a Fund,
                                   or acting personally in such a way as to
                                   injure a Fund's transactions;

                            (iii)  using knowledge of securities transactions by
                                   a Fund, including securities being considered
                                   for purchase or sale, to profit personally,
                                   directly or indirectly, by the market effect
                                   of such transactions.

                            (iv)   engaging in short selling and options trading
                                   of State Street securities (except to the
                                   extent such options are issued by the
                                   Corporation as part of an employee's
                                   compensation.)

              2.     Each of the following activities by an Access Person or
                     Level 4 Person shall be prohibited:

                     a.     purchasing Securities in an initial public offering
                            unless the transaction is approved in writing by an
                            SSgA Compliance Officer and either:


--------

(1) Material Information: information the dissemination of which would have a substantial impact on the market price of the company's securities, or is likely to be considered important by reasonable investors in determining whether to trade in such securities. Examples of the type of information that might be "material" would include the following: earnings estimates or changes in previously released earnings estimates, merger or acquisition proposals, major litigation, significant contracts, dividend changes, extraordinary management developments.

(2) Non-public Information: information that has not been generally disclosed to the investing public. Information found in a report filed with a local regulatory agency, such as the SEC, or appearing in publications of wide circulation would be considered public.

July, 2000 -9-

(i)    the Access Person or Level 4 Person has a
       right to purchase the Security due to the
       Access Person's or Level 4 Person's
       pre-existing status as a policy holder or
       depositor with respect to such Security or as
       a shareholder of a related company; or,

(ii)   the right to purchase is awarded by lottery
       or other non-discretionary method by the
       issuer.

b. participation in a private offering (e.g., offerings of securities not registered with a local regulatory agency, such as the SEC, stocks of privately held companies, private placements and non-publicly traded limited partnerships) without prior written consent from an SSgA Compliance Officer by use of the form attached here as Appendix C;

c. participation in a private offering and failing to disclose any subsequent conflicts of interests to the Compliance Officer. An example of this would be a portfolio manager purchasing Securities of an issuer in a private offering (with approval as detailed in 2(b) above) and then causing an Associated Portfolio to purchase Securities of the issuer without disclosing this conflict of interest.

d. using any derivative, or using any evasive tactic, to avoid the restrictions of this Code;

e. serving as a director of the following without prior written consent of State Street Global Advisors' Area Executive AND notice to the Compliance Officer:

- a publicly traded company other than State Street Corporation or its subsidiaries or its affiliates; or

July, 2000 -10-

-      any company the Securities of which are owned by a
       Fund,

f.     accepting or receiving, either directly or
       indirectly, from any organization or employee
       thereof with which we conduct a business
       relationship (e.g., customers or vendors) a gratuity
       or anything of value in excess of one hundred (US
       $100) dollars per individual per calendar year. A
       gratuity includes a gift of any type.

The purpose of this gratuity restriction is to allow only proper and customary business amenities. Amenities considered permissible include the following:

- occasional meals, social gatherings or meetings conducted for business purposes; or

- gifts in the nature of promotional materials, such as a pen, calendar, umbrella or the like, which are inscribed with the giver's name or a business message.

Amenities considered NOT to be permissible include, but are not limited to, the following:

- transportation expenditures, such as airfare or rental car; or

- hotel or other lodging accommodation expenditures

July, 2000 -11-

SECTION 4 - PRECLEARANCE

A. PRECLEARANCE OF SECURITIES TRANSACTIONS

Each Access Person shall preclear all transactions in Securities (other than those exempted in Section 2, above) in accordance with the Personal Transactions Preclearance Procedure via Lotus Notes.

- Preclearance must be obtained after 10:00 a.m. EST (or at such local time as is designated by each Non-US office) of the day on which the Access Person proposes to trade.

- Such preclearance is good until midnight of the day it is granted in the location of the primary exchange where the security is traded. It is also allowable to order a market trade electronically up to this time deadline. Any order not executed on the day of preclearance must be re-submitted for preclearance before being executed on a subsequent day (e.g., "good-'til-canceled" or "limit" orders must receive preclearance every day that the order is open).

- The Lotus Notes preclearance process must be used in sites where available consistent with policies established from time to time by Risk Management and Compliance.

B. SHORT-TERM TRADING

In order to monitor short-term trading activity, each Access Person is required to identify on the Quarterly Report whether he or she has traded in the proposed security within the past 60 days. Short-term trades will be monitored and reported to management to ensure that Access Persons are adhering to SSgA's long-term investment philosophy generally.

July, 2000 -12-

SECTION 5 - REPORTING

All Securities (defined in Section 1.N) are subject to the reporting requirements of this section. Such securities include, but are not limited to, those issued by the U.S. Government agencies, non-US government obligations, and open-end mutual funds (or their equivalent that are not registered in the U.S.

A. Initial Holdings Report. No later than 10 days after becoming an Access Person, whether through outside hiring or internal transfer, every Access Person shall report to the Compliance Officer the following information.

1. The title, number of share and principal amount of each Security in which the Access Person had any Beneficial Ownership when the person became an Access Person;

2. The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

3. The date the report is submitted by the Access Person.

B. Quarterly Transaction Reports. No later than 10 days after the end of each calendar quarter, every Access Person shall report to the Compliance Officer, the following information(3):

1. With respect to any transaction during the quarter in a Security in which the Access Person had any direct or indirect Beneficial Ownership:

a. The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Security involved:

(3) Access Persons are required to provide copies of confirmations and periodic statements to the Compliance Officer pursuant to Section 5 of this Code. Accordingly, Access Persons need only certify on their Quarterly Transaction Form that no other transactions were executed during the applicable quarter.

July, 2000 -13-

b.     The nature of the transaction, (i.e.,
       purchase, sale, or other type of acquisition
       or disposition);

c.     The price of the Security at which the
       transaction was effected;

d.     The name of the broker, dealer or bank with
       or through which transaction was effected;
       and

e.     The date that the report is submitted by the
       Access Person.

2. With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

a. The name of the broker, dealer, or bank with whom the Access Person established the account;

b. The date the account was established; and

c. The date the report is submitted by the Access Person.

C. Annual Holdings Reports. Annually, every Access Person shall report the following information (which information must be current as of a date no more that 30 days before the report is submitted):

1. The title, number of shares and principal amount of each Security in which the Access Person had any direct or indirect Beneficial Ownership;

2. The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person;

3. The date that the report is submitted by the Access Person.

July, 2000 -14-

D.     Exceptions to Reporting Requirements. An Access Person need not
       make a report under this Section 5 with respect to transactions
       effected for, and Securities held in, any account over which the
       person has no direct or indirect influence or control.

E.     Access Persons are required to notify any brokers, dealers,
       investment advisers, banks and other financial institutions with
       whom they have their securities trading accounts to forward
       duplicate confirms of any and all of their trades and periodic
       account statements containing trading activity to the Compliance
       Officer and may use the form letter attached as Appendix B to
       notify such financial institutions.

F.     Any such report may contain a statement that the report shall not
       be construed as an admission by the person making such report that
       he or she has any direct or indirect Beneficial Ownership in the
       Security to which the report relates.

G.     Access Persons transacting in Securities, as defined in Section
       1-N. of the Code, contained in self directed pension brokerage
       accounts, self managed brokerage accounts (SMBA) or 401(k)
       retirement accounts are included in any reporting or preclearance
       requirements.

H.     Investment in the State Street Stock Fund through the State Street
       401(k) plan do not require regular preclearance or reporting.
       Although transactions in the State Street Stock Fund do not need
       to be reported, as they are not defined as a Security, employees
       trading in the State Street Stock Fund should be aware that these
       transactions are subject to the insider trading restrictions
       contained in the Code of Ethics and State Street's Standard of
       Conduct.

I.     Access Persons are prohibited from engaging in short selling and
       options trading of State Street securities (except to the extent
       such options are issued by the Corporation as part of an
       employee's compensation).

J.     State Street options granted in conjunction with an employee's
       compensation do not need to be precleared or reported if exercised
       at first opportunity as dictated by Global Human Resources.
       Options exercised on any other date are subject to preclearance
       and reporting requirements.

July, 2000 -15-

SECTION 6 - ANNUAL CERTIFICATION

All Access Persons and Level 4 Persons must certify annually that he or she has read, understands and recognizes that he or she is subject to the Code. In addition, all Access Persons must certify annually that he or she has complied with the Code and has disclosed and reported all personal securities transactions required to be disclosed or reported.

SECTION 7 - EXEMPTIVE RELIEF

An Access Person or Level 4 Person who believes that aspects of the Code impose a particular hardship or unfairness upon them with respect to a particular transaction or situation, without conferring a corresponding benefit toward the goals of the Code, may appeal to the Compliance Officer for relief from Code provision(s) relating to a particular transaction or ongoing activity or reporting requirement.

If relief is granted, the Compliance Officer may impose alternative controls or requirements. Any relief granted in this regard shall apply only to the Access Person or Level 4 Person who had sought relief and no other Access Person may rely on such individual relief unless specifically authorized by their local Compliance Officer. If circumstances warrant, the Compliance Officer may submit the anonymous request to the Code of Ethics Committee for input.

SECTION 8 - VIOLATIONS AND SANCTIONS

The Adviser will monitor compliance with the Code of Ethics and take such action as it deems appropriate designed to reasonably ensure compliance. The Adviser may establish a Code of Ethics Committee to review and develop procedures for giving effect to this Code. The Code of Ethics Committee reviews the facts and circumstances surrounding potential violations and may recommend that the Adviser impose a sanction as identified below.

Upon discovering a violation of this Code, its policies or procedures, the Adviser may impose such sanctions as it deems appropriate, including, among other things, the following:

- a letter of censure to the violator;
- a monetary fine levied on the violator;

July, 2000 -16-

-      suspension of the employment of the violator;
-      termination of the employment of the violator;
-      civil referral to the SEC or other civil regulatory authorities
       determined by the Adviser or other appropriate entity; or
-      criminal referral -- determined by the Adviser or other
       appropriate entity.

If the Adviser reasonably determines that the actions of an Access Person creates the appearance of impropriety, it may take such action as it deems necessary, including but not limited to, unwinding a trade and/or disgorgement of profits.

The Access Person or Level 4 Person is given an opportunity to appeal a Committee decision if he/she believes there are extenuating facts and circumstances of which the Committee and Compliance were unaware.

SECTION 9 - ISSUES FORUM

If you have a concern or question, you can voice this concern, i.e., issue or personal complaint on an anonymous basis by submitting it in writing to:

State Street Global Advisors
Attention: Compliance Officer
P.O. Box 9185
Boston, MA 02209

July, 2000 -17-

ALPS MUTUAL FUNDS SERVICES, INC.
(THE "COMPANY")

CODE OF ETHICS

I. PURPOSE OF THE CODE OF ETHICS

This code is based on the principle that the Company's access persons will conduct their personal investment activities in accordance with (1) the duty at all times to place the interests of each Investment Company's shareholders first, (2) the requirement that all personal securities transactions be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility, and (3) the fundamental standard that Company personnel should not take inappropriate advantage of their positions.

In view of the foregoing, the provisions of Section 17j-1 of the 1940 Act, the "Report of the Advisory Group on Personal Investing" issued by the Investment Company Institute on May 9, 1994 and the Securities and Exchange Commission's September 1994 Report on "Personal Investment Activities of Investment Company Personnel," the Company has determined to adopt this Code of Ethics (the "Code") on behalf of the Company to specify a code of conduct for certain types of personal securities transactions which might involve conflicts of interest or an appearance of impropriety, and to establish reporting requirements and enforcement procedures.

II. LEGAL REQUIREMENT

Rule 17j-1(b) (the "Rule") of The Investment Company Act of 1940 (the "Act"), makes it unlawful for any access person of the Company in connection with the purchase or sale, directly or indirectly, by such access person of a security "held or to be acquired" by an Investment Company:

1. To employ any device, scheme or artifice to defraud the Investment Company;

2. To make to the Company any untrue statement of a material fact or omit to state to the Company a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

3. To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Company; or

4. To engage in any manipulative practice with respect to any Trust's investment portfolios.

III. DEFINITIONS

(a) "Underwriter" means ALPS Mutual Funds Services, Inc.

(b) "Investment Company" means a company registered as such under the Investment Company Act of 1940 and for which the Underwriter is the principal underwriter.

(c) "Access Person" means any director, officer, general partner, registered person, or employee, of the Underwriter, if in connection with his/her regular functions is in communication or contact with portfolio managers and advisory staff of an

Investment Company of the Underwriter or otherwise has access to current information about portfolio transactions for an Investment Adviser in the course of his/her duties, attends Board Meetings or visits to the investment advisory location.

(d) A security is "being considered for purchase or sale" when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

(e) "Beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Act of 1934 and the rules and regulations thereunder, except that the determination of direct or indirect beneficial ownership shall apply to all securities which an access person has or acquires.

(f) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the Investment Company Act.

(g) "Security" shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act.

(h) "Exempt Security" shall include securities issued by the Government of the United States, short-term debt securities which are "government securities" within the meaning of
Section 2(a)(16) of the Investment Act, bankers' acceptances, bank certificates of deposit or commercial paper, shares of registered open-end investment companies, and high quality short-term debt instruments, including repurchase agreements.

(i) "Security held or to be acquired" by the Investment Company means: (1) Any Covered Security as defined in the Rule which, within the most recent 15 days: (a) is or has been held by the Investment Company; or (b) is being or has been considered by the Investment Company for purchase by the Investment Company; and (2) Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (III)(i)(1) of this definitions section.

(j) "Exempt Transactions" shall mean:

1. Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control.

2. Purchases or sales of securities issued by any company included in the Standard & Poor's 500 Stock Index and in an amount less than $10,000.

3. Purchases which are part of an automatic dividend reinvestment plan.

4. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

IV. POLICIES OF THE COMPANY REGARDING PERSONAL SECURITIES TRANSACTIONS

1. GENERAL

No Access Person of the Company shall engage in any act, practice or course of business that would violate the provisions of Rule 17j-1(b) set forth above, or in connection with any personal investment activity, engage in conduct inconsistent with this Code.

2. SPECIFIC POLICIES

No Access Person shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which he or she knows or should have known at the time of such purchase or sale:

(a) is being considered for purchase or sale by an Investment Company; or

(b) is being purchased or sold by an Investment Company

3. PRE-APPROVAL OF INVESTMENTS IN IPOs AND LIMITED OFFERINGS.

Investment Personnel of an Investment Company or its investment adviser must obtain approval from the Investment Company or the Investment Company's investment adviser before directly or indirectly acquiring beneficial ownership in any securities in an Initial Public Offering or in a Limited Offering.

V. REPORTING PROCEDURES

The Compliance Officer of the Company shall notify each person (annually in January of each year), who may be considered an Access Person of the Investment Company who may be required to make reports pursuant to this Code, that such person is subject to this reporting requirement. Additionally, the compliance officer shall deliver a copy of this Code to such Access Person. In order to provide the Company with information to enable it to determine with reasonable assurance whether the provisions of this Code are being observed, every Access Person of the Company and every Access Person of an investment adviser of or principal underwriter for the Company, must report to the Company, investment adviser or principal underwriter the following:

(A) Initial Holdings Reports. Every Access Person must report no later than 10 days after the person becomes and Access Person, the following information:

(1) The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

(2) The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

(3) The date that the report is submitted by the Access Person.

(B) Quarterly Transaction Reports. Every Access Person must report no later than 10 days after the end of a calendar quarter, the following information:

(1) With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership:

(a) The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares, and the principal amount of each Covered Security involved;

(b) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(d) The name of the broker, dealer or bank with or through whom the transaction was effected; and

(e) The date that the report is submitted by the Access Person.

(2) With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

(a) The name of the broker, dealer or bank with whom the Access Person established the account;

(b) The date the account was established; and

(C) Annual Holdings Reports. Every Access Person must report annually, the following information (which information must be current as of a date no more than 30 days before the report is submitted):

(1) The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

(2) The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

(3) The date that the report is submitted by the Access Person.

(D) A designated compliance person of the Company shall review the reports received, maintain a record of the names of the persons responsible for reviewing these reports, and as appropriate, compare the reports with this Code, and report to the Company's senior management:

1. any transaction that appears to evidence a possible violation of this Code; and

2. apparent violations of the reporting requirements stated herein.

(E) Senior management shall consider reports made to them hereunder and shall determine whether the policies established in Sections IV and V of this Code have been violated, and what sanctions, if any, should be imposed on the violator, including but not limited to a letter of censure, suspension or termination of the employment of the violator or termination of the violator's license with the underwriter, or the unwinding of the transaction and the disgorgement of any profits.

Senior management and the board of directors of the Company shall review the operation of this Code at least annually. All material violations of this Code and any sanctions imposed with respect thereto shall periodically be reported to the board of trustees of the Investment Company with respect to the securities of that investment company.

VI. CERTIFICATION

Each Access Person will be required to certify annually that he or she has read and understood this Code, and will abide by them. Each Access Person will further certify that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. A form of such certification is attached hereto as Exhibit B.

Before the Board of Directors may approve the code of ethics, the Investment Company must submit to the Board of Directors (or trustees) a certification that they have adopted procedures reasonably necessary to prevent Access Persons from violating their codes. Such certification shall be submitted to the Board of Directors at least annually thereafter.

Dated: May, 1994
Revised: March, 2000