SSGA INTERNATIONAL LIQUIDITY FUND, POS AMI, 1999-04-30

SSGA INTERNATIONAL LIQUIDITY FUND
POS AMI, 1999-04-30

Previous: SUN LIFE OF CANADA U S VARIABLE ACCOUNT G, 485BPOS, 1999-04-30

Next: INTERNATIONAL CURRENCY FUND, POS AMI, 1999-04-30

<PAGE> 1
As Filed with the Securities and Exchange Commission

on April 30, 1999

1933 Act File No. 333-10237
1940 Act File No. 811-07775

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. [ ]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 7 [X]

(Check appropriate box or boxes.)

SSgA International Liquidity Fund
(formerly Five Arrows Short-Term Investment Trust)
(Exact Name of Registrant as Specified in Charter)

3435 Stelzer Road, Columbus, Ohio 43219
(Address of Principal Executive Offices)

(614) 470-8000
(Registrant's Telephone Number)

<PAGE> 2

Charles L. Booth
SSgA International Liquidity Fund
3435 Stelzer Road
Columbus, Ohio 43219
(Name and Address of Agent for Service of Process)

With a copy to:
Geoffrey R.T. Kenyon, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place, Boston, MA 02109

Approximate date of proposed public offering: ____________________

It is proposed that this filing will become effective under Rule 485
(check appropriate box):

[ ] Immediately upon filing pursuant to paragraph (b)

[ ] On ______, pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)

[ ] On _____ pursuant to paragraph (a)(1)

[ ] 75 days after filing pursuant to paragraph (a)(2)

[ ] On _____ pursuant to paragraph (a)(2).

If appropriate check the following box:

[ ] This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

- --------------------------------------------------------------------------------

2
<PAGE> 3

Part A
Information Required in Prospectus

This Part A contains information with respect to three different series of
the Registrant, the U.S. Dollar Fund, the Canadian Dollar Fund and the Euro
Fund. The response to each Item is presented separately for each series. In
each case, Items 1, 2 and 3 are not applicable.

<PAGE> 4

U.S. DOLLAR FUND

Item 4. Investment Objectives, Principal Investment Strategies, and Related
Risks.

THE FUND'S INVESTMENT OBJECTIVES

The U.S. Dollar Fund seeks to maintain a high level of liquidity, to preserve
capital and stability of principal expressed in the U.S. Dollar and, consistent
with those objectives to earn current income.

THE FUND'S PRINCIPAL INVESTMENT STRATEGIES

The U.S. Dollar Fund manages its investments subject to strict guidelines, which
are designed to enable the Fund to maintain a stable net asset value of U.S.
$1.00 per share. However, there is no guarantee that the Fund will do so.

All of the Fund's investments are short-term; the Fund's value weighted average
portfolio maturity may not exceed 60 days. In addition, the Fund purchases only
"first tier" securities denominated in the U.S. Dollar. Generally first tier
securities are rated by firms such as Moody's and Standard & Poor's in their
highest short-term major rating categories, or if unrated, are considered to be
of equivalent quality by the investment manager.

The Fund's investments in bank instruments will usually include certificates of
deposit, time deposits and acceptances. The Fund's holdings of corporate
securities will typically include commercial paper, which is used for short-term
borrowing, or longer term debt securities whose remaining maturities are
thirteen months or less. In addition, the Fund may engage in repurchase
agreements. The Fund invests more than 25% of its total assets in the banking
industry.

The Fund invests substantially all of its assets in a corresponding Portfolio of
the International Currency Fund, a registered investment company that has the
same goals as the Fund. All investments in individual securities will be made at
the level of the Portfolio. This structure is sometimes called a "master/feeder"
structure. The Fund's investment results will correspond directly to the
investment results of the underlying Portfolio it invests in. For simplicity,
this Prospectus uses the term "Fund" to include the Fund's underlying Portfolio.

The Fund may adjust its holdings as market conditions and economic outlooks
change.

PRINCIPAL RISKS

Because the U.S. Dollar Fund invests in high quality, short-term instruments
denominated in the U.S. Dollar and manages its portfolio to maintain a stable
share price, one risk associated with an investment in the Fund is the
possibility of a decline in the Fund's yield. A decline in short-term U.S.
interest rates would lower the Fund's yield. Among the situations which might
cause short-term U.S. interest rates to fall are strong equity markets or a weak
economy in the United States. In addition, although the Fund seeks to preserve a
stable net asset value expressed in the U.S. Dollar, it is possible to lose
money by investing in the Fund. Shares of the Fund are not bank deposits and are
not guaranteed, endorsed or insured by any financial institution, government
entity or the FDIC.

<PAGE> 5

The Fund's net asset value will fluctuate when expressed in a currency other
than the U.S. Dollar, primarily in response to changes in currency exchange
rates. Furthermore, short-term interest rates paid on instruments denominated in
the U.S. Dollar may be higher or lower than those paid on instruments
denominated in other currencies.

OTHER INFORMATION

OTHER SECURITIES AND RISKS

The Fund's principal investment practices and risk factors are outlined in the
description of the Fund beginning on page 1. Below are brief descriptions of
other securities and practices, along with their associated risks.

SECURITIES RATINGS

When securities are rated by one or more independent rating agencies, the Fund
uses these ratings to determine credit quality. In cases where a security has
received a rating from only one independent rating agency, the Fund may rely on
that rating. If a security has received ratings from two or more rating agencies
and at least two of the ratings are equivalent, the Fund may rely on the two
equivalent ratings even if the other ratings are lower. In cases where a
security's two highest ratings are in conflicting categories, the Fund must
follow the lower rating. If a security is unrated, the Fund may assign it to a
given category based on its own credit research.

FOREIGN INVESTMENTS

Foreign money market instruments have more risk than their domestic
counterparts, in part because foreign markets can have higher political and
economic risk and because reliable information about foreign issuers may be less
available. In addition, it may be more difficult to purchase and sell securities
in foreign markets because of differing settlement and custody practices and
costs.

REPURCHASE AGREEMENTS

The Fund may buy securities with the understanding that the seller will buy them
back with interest at a later date. If the seller is unable to honor its
commitment to repurchase the securities, the Fund could lose money.

SYSTEMS-YEAR 2000

The services provided to the Fund and its shareholders by State Street, SSgAUK,
BISYS and other service providers depend on the smooth functioning of their
computer systems and those of their own service providers. Many computer
software systems in use today cannot distinguish the year 2000 from the year
1900 because of the way dates are encoded and calculated. This problem could
have a negative impact on the handling of securities trades, payment of interest
and dividends and pricing and account services, among other Fund operations.
Although at this time there can be no assurance that no harm to the Fund will
result, State Street, SSgAUK, BISYS and the Fund's other service providers have
advised the Fund that they have been actively working on necessary changes to
their computer systems in anticipation of the year 2000 and expect that their
systems, and those of their service providers, will be prepared for the event.
Making the necessary preparations, however, remains the responsibility of each
service provider. The Fund itself does not expect to incur any material expense
to address the year 2000 problem.

Item 5. Management's Discussion of Fund Performance.

Not applicable.

<PAGE> 6

Item 6. Management, Organization, and Capital Structure.

INVESTMENT MANAGEMENT

State Street Bank and Trust Company (State Street), 225 Franklin Street, Boston,
MA 02110, through its division State Street Global Advisors, serves as the
Fund's investment manager. State Street has engaged State Street Global Advisors
United Kingdom Limited (SSgAUK), 1 Canada Square, Canary Wharf, London E14 5AF,
an indirect wholly owned subsidiary of State Street to be responsible for
day-to-day management of the Fund's investment program. The Fund pays an annual
fee of .25% of its average daily net assets for the services provided by State
Street and SSgAUK. State Street currently pays one-half of the fee it receives
from the Fund to SSgAUK for acting as sub-adviser.

State Street is one of the largest providers of securities processing and
recordkeeping services for US mutual funds and pension funds. State Street
Global Advisors is the investment management business of State Street, a 200
year old pioneer and leader in the world of financial services. State Street
Global Advisors is a wholly owned indirect subsidiary of State Street
Corporation, a publicly held bank holding company. State Street, with over
US$422 billion under management as of September 30, 1998, provides complete
global investment management services from offices in the United States and
worldwide.

Item 7. Shareholder Information.

PRICING THE FUND'S SHARES

The Fund expresses its share price in the U.S. Dollar. The Fund's share price is
its assets minus its liabilities (net asset value or NAV), divided by the total
number of shares of the Fund outstanding. The Fund calculates its share price
once each day it is open for business at 11:00 a.m. U.S. Eastern Time.

The Fund is open for business from 9:00 a.m. to 5:00 p.m. U.S. Eastern Time on
any day on which the New York Stock Exchange (the "NYSE") is open for trading or
banks in New York City are open for business. In other words, the Fund will be
open for business every day except for Saturdays, Sundays, and holidays which
are observed by both the NYSE and New York City banks.

<PAGE> 7

In calculating the value of its shares, the Fund uses the amortized cost method
of valuation. This method involves valuing an instrument initially at its cost
and then amortizing any premium or discount at a constant rate until maturity.
However, when the Fund believes that use of amortized cost valuation may dilute
or adversely affect its shareholders, the Fund may take appropriate action to
eliminate or reduce the extent of any dilution or unfairness.

HOW TO BUY SHARES

PURCHASES - GENERAL

Investors may buy shares of the Fund's Global Service class only through
financial services firms who have made the necessary arrangements with the
Fund's distributor, BISYS Fund Services Limited Partnership (BISYS). Contact
your financial services firm directly for appropriate purchase instructions.
Financial services firms may charge fees in connection with a Fund investment
for services they provide in addition to those provided in connection with the
Fund's 12b-1 Plan (discussed below). Please obtain information on these fees
from your financial services firm and review it prior to making a Fund
investment.

The minimum initial investment in the Fund's Global Service Shares is US$10
million.

The distributor processes purchases of the Fund's Global Service shares at the
share price of the relevant Fund next determined after the distributor receives
a purchase order in the appropriate form and accepts it. If the distributor does
not receive a purchase order for Fund shares by [5:00 p.m.] U.S. Eastern time on
a Fund business day, the distributor will treat the order as being received on
the Fund's next business day:

On days when a trading market for the U.S. Dollar and/or the Fund's custodian or
the distributor close early due to a partial holiday or otherwise, the Fund may
advance the times at which the distributor must receive purchase (and
redemption) orders.

Purchases of the Fund's shares must be made by wire in U.S. Dollars and may only
be made when the wire system designated for use in transmitting money to the
Fund permits the timely transmission of funds that are immediately available to
the Fund for investment purposes. Prospective or current investors must transmit
purchase orders through their financial services firm. Please see the section
"Purchasing By Wire" and the Application Agreement for further details.

ACCEPTANCE AND SETTLEMENT

The Fund may accept or reject any purchase order in whole or in part. Investors
will be entitled to any dividends declared or income earned on the day when
their purchase orders settle provided (a) the Fund has received the amount of
the purchase order denominated in U.S. Dollars by the close of business on the
settlement date and (b) that amount is immediately available for investment by
the Fund.

- Purchase orders for shares of the Fund received prior to 11:00
a.m. U.S. Eastern Time on a Fund business day will settle on
that same day (or the next New York Banking Day thereafter if
that Fund business day is not a New York Banking Day).

<PAGE> 8

A New York Banking Day is every day except Saturdays, Sundays
and holidays observed by banks in New York City.

For any purchase order, if the Fund does not receive immediately available funds
equal to the purchase amount by the close of the Fund business day on the date
the purchase order settles, the Fund may, in its sole discretion, cancel the
order and hold the purchaser and/or the financial services firm through which
the order was placed responsible for any loss and other costs incurred by the
distributor and/or the Fund.

Investors who may need a stock certificate to evidence their ownership of Fund
shares should note that the Fund records share ownership by the book entry
method and does not issue share certificates.

HOW TO REDEEM SHARES

REDEMPTIONS - GENERAL

Shareholders must make all requests to sell Global Service shares through the
financial services firms that maintain their Fund accounts. As with Fund
purchases, financial services firms may establish procedures and charge fees for
Fund redemptions. Investors should acquaint themselves with these requirements
well before they anticipate the need to sell Fund shares. Financial services
firms may request redemptions for their clients by contacting BISYS Fund
Services, Inc., the Fund's transfer agent, on a Fund business day during the
Fund's hours of operation.

REDEMPTIONS - SETTLEMENT

Redemptions of Fund shares will be effected on Fund business days in accordance
with the following procedures, and only when the wire system designated for use
in transmitting money from the relevant Fund permits the timely transmission of
redemption proceeds.

- Redemption requests for the Fund received prior to 11:00 a.m.
U.S. Eastern Time on a Fund business day will settle that same
day (or the next New York Banking Day thereafter if that Fund
business day is not a New York Banking Day).

If the Fund does not receive a redemption prior to the applicable time listed
above, the Fund will treat the request as having been received the next
following Fund business day. As with the purchase of Fund shares, the Fund may
advance the times by which redemption orders must be received. Shareholders will
be entitled to any dividends declared or income earned up to and including the
day before the day on which the redemption request is scheduled to settle.

REDEMPTION PROCEEDS

Under ordinary circumstances, all redemption requests are treated as requests
for redemption in the normal course in U.S. Dollars. However, if the investment
manager believes that market conditions preclude the Fund from making prompt
payment in U.S. Dollars, the Fund may pay redemption proceeds wholly or partly
in readily marketable portfolio securities or can take up

<PAGE> 9

to seven days to pay redemption proceeds (or longer if permitted by the SEC).
The Fund must nevertheless pay redemption proceeds in currency without regard to
market conditions if the shareholder is redeeming no more than the lesser of (a)
US$250,000 or (b) 1% of the Fund's net assets during any 90-day period.

Except as provided below, all redemptions in currency will be made by wire
transfer on the settlement day in U.S. Dollars through a recognized electronic
funds transfer system which handles that currency. A shareholder's account is
subject to a charge of US$20 for each wire redemption. Banks receiving
redemption proceeds by wire may also impose charges.

If a redemption request does not meet the minimum amount and other requirements
for sending currency through the electronic funds transfer system employed by
the Fund, redemption proceeds will be paid by check sent by mail. Redemption
proceeds will be directed to the shareholder's account at the shareholder's
financial services firm.

ACCOUNT POLICIES

PURCHASING BY WIRE

Before placing purchase orders, investors should acquaint themselves with the
requirements for using the wire system designated for transferring money to the
Fund in which they wish to invest. Investors should also verify that the
financial institution sending the purchase payment has access to the appropriate
system. It is essential that complete information, regarding the investor's
account, accompany all wire instructions in order to facilitate the prompt and
accurate handling of investments. Investors may obtain, from their financial
services firm, further information about remitting funds by wire and any fees
that may be imposed for so doing. The Fund does not impose a fee for receiving
payment by wire.

FINANCIAL SERVICES FIRMS - ORDER TRANSMISSION AND PAYMENT

Financial services firms who purchase and redeem Fund shares for their clients
are acting on behalf of their customers and not on behalf of the Fund. As a
consequence, financial services firms are responsible for placing their clients'
purchase and redemption orders promptly and for delivering the funds necessary
to settle those orders by the applicable time.

ACCOUNTS WITH LOW BALANCES

The Fund may redeem a shareholder's account upon at least 60 days' written
notice to the shareholder if the account does not have in any Fund shares with a
net asset value equal to or greater than US$10 million. During the 60-day
period, a shareholder may avoid automatic redemption by investing in any Fund an
amount sufficient to increase the net asset value of the account's shares of the
Fund to the applicable Initial Investment Minimum.

DIVIDENDS AND DISTRIBUTIONS

The Fund will declare dividends daily and pay them monthly. Generally, investors
will receive dividends on shares from (and including) the day upon which their
purchase is effective to (but not including) the day upon which their redemption
is effective. See "How to Buy Shares" and "How to Redeem Shares." Dividends from
the Fund are automatically reinvested in additional shares of that Fund at net
asset value.

TAXATION

In general, any dividends you receive from the Fund are taxable as ordinary
income.

Every year, the Fund will send you information detailing the amount of ordinary
income (and capital gains, if any) distributed to you for the previous year.

Shares of the Fund will generally not be a tax-efficient investment for non-U.S.
shareholders.

By law, the Fund must withhold 31% of your distributions and proceeds if you
have not provided complete, correct taxpayer information.

This section summarizes some of the consequences under current federal tax law
of an investment in the Fund. It is not a substitute for personal tax advice.
Your investment in the Fund could have additional tax consequences. Consult your
tax advisor about the potential tax consequences of an investment in the Fund
under all applicable tax laws.

MASTER-FEEDER FUND STRUCTURE

Unlike many other mutual funds, which directly buy and manage their own
portfolio securities, the Fund seeks to achieve its investment objectives by
investing all its assets in the corresponding Portfolio of the International
Currency Fund. Investors in the Fund will acquire an indirect interest in the
Fund's underlying Portfolio.

Other "feeder" funds may also investment in the "master" Portfolio. This
structure may enable the Fund to reduce costs through economies of scale. A
larger investment portfolio may also reduce certain transaction costs to the
extent that contributions to and redemptions from the master fund from different
feeders may offset each other and produce a lower net cash flow.

The Fund may withdraw from its corresponding Portfolio at any time and may
invest all of its assets in another pooled investment vehicle or retain an
investment adviser to manage the Fund's assets directly if the Fund's Board of
Trustees determines that such a course of action would be in shareholders' best
interests.

Smaller feeder funds may be harmed by the actions of larger feeder funds. For
example, a larger feeder fund could have more voting power than a smaller Fund
over the operations of their underlying Portfolio.

Whenever a Portfolio holds a vote of its feeder funds, its corresponding Fund
will pass the vote through to its own shareholders.

Item 8. Distribution Arrangements.

DISTRIBUTION/SERVICE FEES (12b-1 PLAN)

The Fund has adopted a 12b-1 Plan for its Global Service class of shares which
allows the Fund to use its assets to pay certain service fees and distribution
expenses incurred by this class of its shares. (This type of plan is named after
the rule under the securities laws which permits it.) The 12b-1 Plan provides
for the Fund to compensate financial service firms

<PAGE> 10

(which may include affiliates of the investment manager or the administrator)
who enter into Service Agreements to provide account administration services to
their clients who are shareholders. The service fees paid to a financial
services firm will be .25% (on an annual basis) of the average daily net assets
of the Fund's Global Service class of shares held by the firm's clients. A
financial services firm may charge its clients who purchase Global Service
shares fees for services other than those provided under a Service Agreement. In
addition, the Plan permits the Fund to reimburse certain expenses incurred by
BISYS in distributing the Fund's Global Service class of shares. The total fees
paid to financial services firms and the Distributor pursuant to the Plan in any
fiscal year may not, however, exceed .25% (on an annual basis) of the average
daily net assets of the Fund's Global Service class of shares. Because 12b-1
fees are an ongoing expense, they will increase the cost of a Fund investment,
and over time, may cost an investor more than other types of sales charges.

<PAGE> 11

Item 9. Financial Highlights Information.

Not applicable.

<PAGE> 12

CANADIAN DOLLAR FUND

Item 4. Investment Objectives, Principal Investment Strategies, and Related
Risks.

THE CANADIAN DOLLAR FUND'S INVESTMENT OBJECTIVES

The Fund seeks to maintain a high level of liquidity, to preserve capital and
stability of principal expressed in the Canadian Dollar and, consistent with
those objectives to earn current income.

THE CANADIAN DOLLAR FUND'S PRINCIPAL INVESTMENT STRATEGIES

The Fund manages its investments subject to strict SEC guidelines, which are
designed to enable the Fund to maintain a stable net asset value of one Euro per
share. However, there is no guarantee that the Fund will do so.

All of the Fund's investments are short-term; the Fund's value weighted average
portfolio maturity may not exceed 60 days. In addition, the Fund purchases only
"first tier" securities denominated in the Canadian Dollar. Generally first tier
securities are rated by firms such as Moody's and Standard & Poor's in their
highest short-term major rating categories, or if unrated, are considered to be
of equivalent quality by the investment manager.

The Fund may adjust its holdings as market conditions and economic outlooks
change.

PRINCIPAL RISKS

Because the Fund invests in high quality, short-term instruments denominated in
the Canadian Dollar and manages its portfolio to maintain a stable share price,
one risk associated with an investment in the Fund is the possibility of a
decline in the Fund's yield. A decline in short-term Canadian interest rates
would lower the Fund's yield. Among the situations which might cause short-term
Canadian interest rates to fall are strong equity markets or a weak economy in
Canada. In addition, although the Fund seeks to preserve a stable net asset
value expressed in the Canadian Dollar, it is possible to lose money by
investing in the Fund. Shares of the Fund are not bank deposits and are not
guaranteed, endorsed or insured by any financial institution, government entity
or the FDIC.

<PAGE> 13

The Fund's net asset value will fluctuate when expressed in a currency other
than the Canadian Dollar, primarily in response to changes in currency exchange
rates. Furthermore, short-term interest rates paid on instruments denominated in
the Canadian Dollar may be higher or lower than those paid on instruments
denominated in other currencies.

The Fund is not "diversified" within the meaning of the Investment Company Act
of 1940. This means that, compared with "diversified" funds, it may invest a
relatively greater portion of its assets in any single issuer. As a result, the
Fund may be more susceptible to negative developments affecting a single issuer.

OTHER INFORMATION

OTHER SECURITIES AND RISKS

SECURITIES RATINGS

FOREIGN INVESTMENTS

REPURCHASE AGREEMENTS

REGULATORY STATUS

Although the Fund is treated as a money market fund for most purposes, it is not
a money market fund for purposes of investment restrictions applicable to other
investment companies. In addition, banks, insurance companies and other entities
subject to government regulation should consult their legal advisers before
concluding that the Fund is a "money market fund" under any applicable
regulation.

SYSTEMS-YEAR 2000

Item 5. Management's Discussion of Fund Performance.

Not applicable.

<PAGE> 14

Item 6. Management, Organization, and Capital Structure.

INVESTMENT MANAGEMENT

Item 7. Shareholder Information.

PRICING THE FUND'S SHARES

The Fund expresses its share price in the Canadian Dollar. The Fund's share
price is its assets minus its liabilities (net asset value or NAV), divided by
the total number of shares of the Fund outstanding. The Fund calculates its
share price once each day it is open for business at 11:00 a.m. U.S. Eastern
Time.

<PAGE> 15

HOW TO BUY SHARES

PURCHASES - GENERAL

The minimum initial investment in the Fund's Global Service Shares is C$10
million.

On days when a trading market for the Canadian Dollar and/or the Fund's
custodian or the distributor close early due to a partial holiday or otherwise,
the Fund may advance the times at which the distributor must receive purchase
(and redemption) orders.

Purchases of the Fund's shares must be made by wire in Canadian Dollars and may
only be made when the wire system designated for use in transmitting money to
the Fund permits the timely transmission of funds that are immediately available
to the Fund for investment purposes. Prospective or current investors must
transmit purchase orders through their financial services firm. Please see the
section "Purchasing By Wire" and the Application Agreement for further details.

ACCEPTANCE AND SETTLEMENT

The Fund may accept or reject any purchase order in whole or in part. Investors
will be entitled to any dividends declared or income earned on the day when
their purchase orders settle provided (a) the Fund has received the amount of
the purchase order denominated in Canadian Dollars by the close of business on
the settlement date and (b) that amount is immediately available for investment
by the Fund.

- Purchase orders for shares of the Fund received prior to 11:00
a.m. U.S. Eastern Time on a Fund business day will settle on
that same day (or the next Toronto Banking Day thereafter if
that Fund business day is not a Toronto Banking Day).

<PAGE> 16

A Toronto Banking Day is every day except Saturdays, Sundays
and holidays observed by banks in Toronto.

Investors who may need a stock certificate to evidence their ownership of Fund
shares should note that the Fund records share ownership by the book entry
method and does not issue share certificates.

HOW TO REDEEM SHARES

REDEMPTIONS - GENERAL

REDEMPTIONS - SETTLEMENT

- Redemption requests for the Fund received prior to 11:00 a.m.
U.S. Eastern Time on a Fund business day will settle that same
day (or the next Toronto Banking Day thereafter if that Fund
business day is not a Toronto Banking Day).

REDEMPTION PROCEEDS

Under ordinary circumstances, all redemption requests are treated as requests
for redemption in the normal course in Canadian Dollars. However, if the
investment manager believes that market conditions preclude the Fund from making
prompt payment in Canadian Dollars, the Fund may pay redemption proceeds wholly
or partly in readily marketable portfolio securities

<PAGE> 17

or can take up to seven days to pay redemption proceeds (or longer if permitted
by the SEC). The Fund must nevertheless pay redemption proceeds in currency
without regard to market conditions if the shareholder is redeeming no more than
the lesser of (a) the equivalent of US$250,000 or (b) 1% of the Fund's net
assets during any 90-day period.

Except as provided below, all redemptions in currency will be made by wire
transfer on the settlement day in Canadian Dollars through a recognized
electronic funds transfer system which handles that currency. A shareholder's
account is subject to a charge of C$20 for each wire redemption. Banks receiving
redemption proceeds by wire may also impose charges.

ACCOUNT POLICIES

PURCHASING BY WIRE

FINANCIAL SERVICES FIRMS - ORDER TRANSMISSION AND PAYMENT

ACCOUNTS WITH LOW BALANCES

The Fund may redeem a shareholder's account upon at least 60 days' written
notice to the shareholder if the account does not have in any Fund shares with a
net asset value equal to or greater than C$10 million. During the 60-day period,
a shareholder may avoid automatic redemption by investing in any Fund an amount
sufficient to increase the net asset value of the account's shares of the Fund
to the applicable Initial Investment Minimum.

MASTER-FEEDER FUND STRUCTURE

Whenever a Portfolio holds a vote of its feeder funds, its corresponding Fund
will pass the vote through to its own shareholders.

DIVIDENDS AND DISTRIBUTIONS

TAXATION

In general, any dividends you receive from the Fund are taxable as ordinary
income.

Every year, the Fund will send you information detailing the amount of ordinary
income (and capital gains, if any) distributed to you for the previous year.

The Fund will determine its income in Canadian Dollars and will translate its
net income for each year from Canadian Dollars into U.S. Dollars for U.S.
Federal income tax purposes. While the Fund calculates its income without
recognizing currency gain or loss, U.S. shareholders of the Fund generally will
recognize gain or loss on a sale or redemption of shares as a result of
fluctuations in the relative values of the U.S. Dollar and the Canadian Dollar
that occur between the date of acquisition and the date of disposition. In
general, that gain or loss will be capital gain or loss.

Shares of the Fund will generally not be a tax-efficient investment for non-U.S.
shareholders.

By law, the Fund must withhold 31% of your distributions and proceeds if you
have not provided complete, correct taxpayer information.

Item 8. Distribution Arrangements.

DISTRIBUTION/SERVICE FEES (12B-1 PLAN)

<PAGE> 18

<PAGE> 19

Item 9. Financial Highlights Information.

Not applicable.

<PAGE> 20
EURO FUND

Item 4. Investment Objectives, Principal Investment Strategies, and Related
Risks.

THE EURO FUND'S INVESTMENT OBJECTIVES

The Fund seeks to maintain a high level of liquidity, to preserve capital and
stability of principal expressed in the Euro and, consistent with those
objectives to earn current income.

THE EURO FUND'S PRINCIPAL INVESTMENT STRATEGIES

All of the Fund's investments are short-term; the Fund's value weighted average
portfolio maturity may not exceed 60 days. In addition, the Fund purchases only
"first tier" securities denominated in the Euro. Generally first tier securities
are rated by firms such as Moody's and Standard & Poor's in their highest
short-term major rating categories, or if unrated, are considered to be of
equivalent quality by the investment manager.

The Fund may adjust its holdings as market conditions and economic outlooks
change.

PRINCIPAL RISKS

Because the Fund invests in high quality, short-term instruments denominated in
the Euro and manages its portfolio to maintain a stable share price, one risk
associated with an investment in the Fund is the possibility of a decline in the
Fund's yield. A decline in short-term interest rates for the countries
participating in the Euro would lower the Fund's yield. Among the situations
which might cause short-term interest rates for the countries participating in
the Euro to fall are strong equity markets or a weak economies in those
countries. In addition, although the Fund seeks to preserve a stable net asset
value expressed in the Euro, it is possible to lose money by investing in the
Fund. Shares of the Fund are not bank deposits and are not guaranteed, endorsed
or insured by any financial institution, government entity or the FDIC.

<PAGE> 21

The Euro is a new currency that was created on January 1, 1999 by the action of
eleven participating countries. Full monetary union among these countries is not
scheduled to occur until mid-2002 and during the interim period their
pre-existing currencies will continue to exist as legal tender. Although the
participating countries are bound by treaty to complete the process of monetary
union, there can be no absolute assurance that they will do so. Several European
countries, including the United Kingdom and Switzerland, have not adopted the
Euro as their currency.

European monetary union represents an effort of historic breadth and complexity
that is likely to have far-reaching political, economic and social consequences,
many of which cannot be accurately predicted at this time. It is expected to
reshape the financial markets, banking systems and monetary policies of most
countries in Europe and in other parts of the world. Systems for trading,
clearing and settling Euro-denominated securities are newly developed and market
conventions are still evolving. Any of these factors could adversely affect the
value of the Fund's investments.

The Fund's net asset value will fluctuate when expressed in a currency other
than the Euro, primarily in response to changes in currency exchange rates.
Furthermore, short-term interest rates paid on instruments denominated in the
Euro may be higher or lower than those paid on instruments denominated in other
currencies.

OTHER INFORMATION

OTHER SECURITIES AND RISKS

SECURITIES RATINGS

FOREIGN INVESTMENTS

REPURCHASE AGREEMENTS

REGULATORY STATUS

SYSTEMS-YEAR 2000

<PAGE> 22

Item 5. Management's Discussion of Fund Performance.

Not applicable.

Item 6. Management, Organization, and Capital Structure.

INVESTMENT MANAGEMENT

Item 7. Shareholder Information.

PRICING THE FUND'S SHARES

The Fund expresses its share price in the Euro. The Fund's share price is its
assets minus its liabilities (net asset value or NAV), divided by the total
number of shares of the Fund outstanding. The Fund calculates its share price
once each day it is open for business at 10:30 a.m. London Time (generally 5:30
a.m. U.S. Eastern Time).

In calculating the value of its shares, the Fund uses the amortized cost method
of valuation. This method involves valuing an instrument initially at its cost
and then amortizing any

<PAGE> 23

premium or discount at a constant rate until maturity. However, when the Fund
believes that use of amortized cost valuation may dilute or adversely affect its
shareholders, the Fund may take appropriate action to eliminate or reduce the
extent of any dilution or unfairness.

HOW TO BUY SHARES

PURCHASES - GENERAL

The minimum initial investment in the Fund's Global Service Shares is E10
million.

On days when a trading market for the Euro and/or the Fund's custodian or the
distributor close early due to a partial holiday or otherwise, the Fund may
advance the times at which the distributor must receive purchase (and
redemption) orders.

Purchases of the Fund's shares must be made by wire in the Euro and may only be
made when the wire system designated for use in transmitting money to the Fund
permits the timely transmission of funds that are immediately available to the
Fund for investment purposes. Prospective or current investors must transmit
purchase orders through their financial services firm. Please see the section
"Purchasing By Wire" and the Application Agreement for further details.

ACCEPTANCE AND SETTLEMENT

The Fund may accept or reject any purchase order in whole or in part. Investors
will be entitled to any dividends declared or income earned on the day when
their purchase orders settle provided (a) the Fund has received the amount of
the purchase order denominated in the Euro by [the close of business] on the
settlement date and (b) that amount is immediately available for investment by
the Fund.

- Purchase orders for shares of the Euro Fund received prior to
5:00 p.m. U.S. Eastern Time on a Fund business day will settle
on the following Paris/Frankfurt Banking Day (or the next
Paris/Frankfurt Banking Day thereafter if that Fund business
day is not a Paris/Frankfurt Banking Day).

<PAGE> 24

A Paris/Frankfurt Banking Day is every day except Saturdays,
Sundays and holidays observed by banks in either city.

Investors who may need a stock certificate to evidence their ownership of Fund
shares should note that the Fund records share ownership by the book entry
method and does not issue share certificates.

HOW TO REDEEM SHARES

REDEMPTIONS - GENERAL

REDEMPTIONS - SETTLEMENT

- Redemption requests for the Euro Fund received prior to 5:00
p.m. U.S. Eastern Time on a Fund business day will settle on
the following Paris/Frankfurt Banking Day (or the next
Paris/Frankfurt Banking Day thereafter if that Fund business
day is not a Paris/Frankfurt Banking Day).

REDEMPTION PROCEEDS

Under ordinary circumstances, all redemption requests are treated as requests
for redemption in the normal course in Euro. However, if the investment manager
believes that market conditions preclude the Fund from making prompt payment in
Euro, the Fund may pay redemption proceeds wholly or partly in readily
marketable portfolio securities or can take up

<PAGE> 25

to seven days to pay redemption proceeds (or longer if permitted by the SEC).
The Fund must nevertheless pay redemption proceeds in currency without regard to
market conditions if the shareholder is redeeming no more than the lessor of (a)
the equivalent of US$250,000 or (b) 1% of the Fund's net assets during any
90-day period.

Except as provided below, all redemptions in currency will be made by wire
transfer on the settlement day in Euro through a recognized electronic funds
transfer system which handles that currency. A shareholder's account is subject
to a charge of E20 for each wire redemption. Banks receiving redemption proceeds
by wire may also impose charges.

ACCOUNT POLICIES

PURCHASING BY WIRE

FINANCIAL SERVICES FIRMS - ORDER TRANSMISSION AND PAYMENT

ACCOUNTS WITH LOW BALANCES

The Fund may redeem a shareholder's account upon at least 60 days' written
notice to the shareholder if the account does not have in any Fund shares with a
net asset value equal to or greater than E10 million. During the 60-day period,
a shareholder may avoid automatic redemption by investing in any Fund an amount
sufficient to increase the net asset value of the account's shares of the Fund
to the applicable Initial Investment Minimum.

MASTER-FEEDER FUND STRUCTURE

Whenever a Portfolio holds a vote of its feeder funds, its corresponding Fund
will pass the vote through to its own shareholders.

DIVIDENDS AND DISTRIBUTIONS

TAXATION

In general, any dividends you receive from the Fund are taxable as ordinary
income.

Every year, the Fund will send you information detailing the amount of ordinary
income (and capital gains, if any) distributed to you for the previous year.

The Fund will determine its income in the Euro and will translate its net income
for each year from Euro into U.S. Dollars for U.S. Federal income tax purposes.
While the Fund calculates its income without recognizing currency gain or loss,
U.S. shareholders of the Fund generally will recognize gain or loss on a sale or
redemption of shares as a result of fluctuations in the relative values of the
U.S. Dollar and the Euro that occur between the date of acquisition and the date
of disposition. In general, that gain or loss will be capital gain or loss.

Shares of the Fund will generally not be a tax-efficient investment for non-U.S.
shareholders.

By law, the Fund must withhold 31% of your distributions and proceeds if you
have not provided complete, correct taxpayer information.

Item 8. Distribution Arrangements.

DISTRIBUTION/SERVICE FEES (12b-1 PLAN)

<PAGE> 26

<PAGE> 27

Item 9. Financial Highlights Information.

Not applicable.

<PAGE> 28

PART B
INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION

Item 10. Cover Page and Table of Contents.

SSgA International Liquidity Fund (the "Trust") is an open-end
management investment company. The Trust has four series (the "Funds") which are
described in this Statement of Additional Information: the U.S. Dollar Fund,
which is diversified, the Euro Fund, the Canadian Dollar Fund and the Pound
Sterling Fund, which are not diversified. The Pound Sterling Fund is not
currently offered to the public.

The Funds seek to achieve their investment objectives by investing all
of their assets in the corresponding Portfolio of the International Currency
Fund (the "Portfolio Trust"). Investors in the Fund acquire an indirect interest
in the Fund's underlying Portfolio.

Each Fund is described in a separate Prospectus. This Statement of
Additional Information supplements and should be read in conjunction with the
Prospectuses as they may be revised from time to time. To obtain a copy of the
Prospectuses, please write to the Trust at 3435 Stelzer Road, Columbus, Ohio
43219-3035, or call BISYS Fund Services Limited Partnership (the "Distributor"),
at 1-800-824-3863.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.

<PAGE> 29

TABLE OF CONTENTS

PAGE

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS...............................1
Investment Objectives and Policies....................................1
Euro Portfolio...............................................1
U.S. Dollar Portfolio........................................2
Canadian Dollar Portfolio....................................3
Pound Sterling Portfolio.....................................4
Non-Fundamental Investment Restrictions...............................6

MONEY MARKET INSTRUMENTS.......................................................7
U.S. Dollar Portfolio.................................................7
Short-Term Corporate Debt Instruments.................................8
Bank Money Investments................................................9
U.S. Government Securities...........................................10
Government Agency Securities.........................................10
Custodial Receipts...................................................11

ADDITIONAL INFORMATION CONCERNING
CERTAIN INVESTMENT TECHNIQUES FOR ALL PORTFOLIOS....................11
Repurchase Agreements................................................11
When-Issued Securities...............................................12
Illiquid Securities..................................................12
Concentration in Obligations of Qualifying Banks.....................13
Investing in Non-U.S. Securities.....................................14
Investing in Supranational Organizations.............................14
Variable and Floating Rate Notes.....................................15

SPECIAL INVESTMENT CONSIDERATIONS AND RISK FACTORS............................16
Possible Changes in Net Asset Value and Yield........................16
Investments in a Single Issuer.......................................17

REGULATORY STATUS.............................................................18

MANAGEMENT OF THE TRUST AND PORTFOLIO TRUST...................................18

COMPENSATION OF TRUSTEES AND OFFICERS.........................................23

INVESTMENT ADVISORY, DISTRIBUTION, SUB-ADVISORY
AND ADMINISTRATION AGREEMENTS AND 12b-1 PLANS........................24
Investment Adviser of the Portfolio Trust............................24
Sub-Adviser..........................................................26

(i)

<PAGE> 30

PAGE

Distributor of the Trust.............................................26
Administrator........................................................27
12b-1 Plan - Global Service Shares...................................28

INFORMATION CONCERNING THE MASTER-FEEDER FUND STRUCTURE.......................30

REDEMPTION OF SHARES..........................................................32

CALCULATION OF NET ASSET VALUE................................................33

DIVIDENDS.....................................................................35

TAXATION .....................................................................35
Taxation of the Trust................................................35
U.S. Federal Income Taxation of U.S. Shareholders....................36
U.S. Federal Income Taxation of Non-U.S. Shareholders................37

PERFORMANCE INFORMATION.......................................................38

PORTFOLIO TRANSACTIONS........................................................40

INFORMATION ABOUT THE TRUST AND PORTFOLIO TRUST...............................41
The Funds and Their Shares...........................................41
The Portfolio and its Investors......................................42

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING
AGENT, FUND ACCOUNTANT, COUNSEL AND INDEPENDENT AUDITORS
....................................................................43

ADDITIONAL INFORMATION........................................................44

(ii)

<PAGE> 31

Item 11. Fund History

The Trust is an open-end management investment company, registered
under the 1940 Act. Under the terms of the Amended and Restated Master Trust
Agreement dated October 16, 1996, as amended, establishing the Trust, which is
governed by the laws of Delaware, the Trustees of the Trust are ultimately
responsible for the management of the Funds' business and affairs. On September
22, 1998, the Trust changed its name from Five Arrows Short-Term Investment
Trust to SSgA International Liquidity Fund. Each Fund represents a separate
series of the Trust's shares of beneficial interest. The Trust's Board of
Trustees is empowered to establish additional Funds at any time without
shareholder approval and the Trust will bear the cost of any additional series.
Shares of the Fund are currently issued in a single class, the Global Service
class. Each share purchased in compliance with the procedures established by the
Trust will be fully paid and nonassessable.

Item 12. Description of the Fund and Its Investments and Risks.

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

Investment Objectives and Policies

As described in the Prospectuses, each Fund seeks to achieve its
investment objectives by investing all of its investable assets in a portfolio
(each, a "Portfolio") which has the same investment objectives and restrictions
as that Fund. Each Fund's investment objectives are fundamental and may not be
changed except by the affirmative vote of a majority of the Fund's outstanding
voting securities as defined in the Investment Company Act of 1940, as amended
(the "1940 Act"). Under the 1940 Act, a "vote of the majority of the outstanding
voting securities" means the vote, at the annual or a special meeting of
security holders duly called, (i) of 67% or more of the voting securities
present at the meeting if the holders of more than 50% of the outstanding voting
securities are present or represented by proxy or (ii) of more than 50% of the
outstanding voting securities, whichever is less. The investment objectives of
the Portfolios are not fundamental and may be changed upon notice to, but
without the approval of, the Portfolios' investors.

The Trust's Prospectuses describe the investment objectives of the
Funds and the Portfolios and summarize the investment policies they will follow.
Since the investment characteristics of the Funds will correspond directly with
those of the Portfolios, the following is a discussion of the various investment
objective, policies and restrictions of the Portfolios and should be read in
conjunction with the sections in the Trust's Prospectuses entitled "The Funds'
Investment Objective," "The Fund's Principal Investment Strategies" and
"Principal Risks". Except as otherwise provided, the Portfolios' (and the
Funds') investment policies and restrictions are not fundamental and may be
changed by the Portfolios' (or the Funds') Board of Trustees without a
shareholder vote.

Euro Portfolio

The Euro Portfolio's investment objective is to maximize current
income, to the extent consistent with the preservation of capital and liquidity
and the maintenance of a stable E1.00 per share net asset value. The Euro
Portfolio will invest in Euro-denominated securities issued or guaranteed as to
principal and interest by any government of a country participating in the
European Monetary Union (the "EMU"), by its sub-divisions or their agencies or
by non-EMU governments or Supranational Organizations, as well as high-quality,
short-term Euro-denominated money market instruments such as bank certificates
of deposit and such short-term corporate debt securities as commercial paper.

The Euro Portfolio invests only in Euro-denominated high quality
securities as described in this paragraph. The Euro Portfolio's assets will
consist of the securities of EMU governments and other securities, which have
been (i) rated by at least two nationally recognized statistical rating
organizations ("NRSROs") in the highest rating category for short-term
obligations (or so rated by one such organization if it alone has rated the
security), (ii) issued by an issuer with comparable short-term obligations that
are rated in the highest rating category, or (iii) if unrated, determined to be
comparable to such securities.

<PAGE> 32

All securities in which the Euro Portfolio invests have remaining
maturities of thirteen months or less at the date of acquisition. The Euro
Portfolio also maintains a value-weighted average portfolio maturity of 60 days
or less. The Euro Portfolio follows these policies in seeking to maintain a
constant net asset value of E1.00 per share, although there is no assurance it
can do so on a continuing basis.

The Euro Portfolio may invest in Euro-denominated high quality
corporate debt securities such as commercial paper and bonds and long-term
unsecured debentures with remaining maturities of thirteen months or less. Under
normal market conditions, the Euro Portfolio will have more than 25% of its
total assets invested in the obligations of issuers in the banking industry. See
"Additional Information Concerning Certain Investment Techniques for all
Portfolios--Concentration in Obligations of Qualifying Banks."

U.S. Dollar Portfolio

The U.S. Dollar Portfolio's investment objective is to seek to maintain
a high level of liquidity, to preserve capital and stability of principal
expressed in U.S. Dollars and, consistent with those objectives, to earn current
income. The U.S. Dollar Portfolio will invest in U.S. Dollar-denominated
securities issued or guaranteed as to principal and interest by the U.S.
Government or its agencies or instrumentalities or by foreign governments or
Supranational Organizations (such as the World Bank, the Inter-American
Development Bank, the Asian Development Bank and the European Bank for
Reconstruction and Development) as well as high-quality, short-term U.S.
Dollar-denominated money market instruments such as bank certificates of
deposit, bankers' acceptances, and such short-term corporate debt securities as
commercial paper, and master demand notes.

The U.S. Dollar Portfolio invests only in U.S. dollar-denominated high
quality securities as described in this paragraph. All of the U.S. Dollar
Portfolio's assets will consist of United States government securities, and
other "first tier" eligible securities as defined in Rule 2a-7 under the 1940
Act which have been (i) rated by at least two United States NRSROs, such as
Standard & Poor's Corporation or Moody's Investors Service, Inc., in the highest
rating category for short-term obligations (or so rated by one such organization
if it alone has rated the security), (ii) issued by an issuer with comparable
short-term obligations that are rated in the highest rating category, or (iii)
of unrated, determined to be comparable to such securities.

All securities in which the U.S. Dollar Portfolio invests have
remaining maturities of thirteen months or less at the date of acquisition. The
U.S. Dollar Portfolio also maintains a value-weighted average portfolio maturity
of 60 days or less. The U.S. Dollar Portfolio follows these policies in seeking
to maintain a constant net asset value of US$1.00 per share, although there is
no assurance it can do so on a continuing basis.

The U.S. Dollar Portfolio may invest in U.S. dollar-denominated high
quality corporate debt securities such as commercial paper and bonds and
long-term unsecured debentures with

<PAGE> 33

remaining maturities of thirteen months or less. These investments may include,
for example, obligations issued by U.S. and foreign corporations, Eurodollar
bonds (which are U.S. dollar-denominated obligations of foreign issuers), and
Yankee bonds (which are U.S. dollar-denominated bonds issued by foreign issuers
in the U.S.). Under normal market conditions, the U.S. Dollar Portfolio will
have more than 25% of its total assets invested in the obligations of issuers in
the banking industry. See "Additional Information Concerning Certain Investment
Techniques for all Portfolios--Concentration in Obligations of Qualifying
Banks." For further information concerning debt securities ratings and
permissible money market investments of the U.S. Dollar Portfolio, see "Money
Market Instruments" below.

Securities issued or guaranteed as to principal and interest by the
U.S. Government or its agencies or instrumentalities in which the U.S. Dollar
Portfolio may invest include direct obligations of the U.S. Treasury, including
bills, bonds and notes; and obligations issued or guaranteed as to principal and
interest by U.S. Government agencies or instrumentalities and supported by any
of (i) the full faith and credit of the U.S. Treasury (e.g., Government National
Mortgage Association participation certificates); (ii) the right of the issuer
to borrow a limited amount from the U.S. Treasury (e.g., securities of the
Farmers Home Administration); (iii) the discretionary authority of the U.S.
Government to purchase certain obligations of the agency or instrumentality
(e.g., securities of the Federal National Mortgage Association); or (iv) the
credit of the agency or instrumentality (e.g., securities of a Federal Home Loan
Bank).

Canadian Dollar Portfolio

The Canadian Dollar Portfolio's investment objective is to seek to
maintain a high level of liquidity, to preserve capital and stability of
principal expressed in Canadian Dollars and, consistent with those objectives,
to earn current income. The Canadian Dollar Portfolio will invest in Canadian
dollar-denominated securities issued or guaranteed as to principal and interest
by the Canadian Government, the Provinces of Canada, or their agencies or by
non-Canadian governments or Supranational Organizations as well as high-quality,
short-term Canadian dollar-denominated money market instruments such as bank
certificates of deposit and such short-term corporate debt securities, as
commercial paper and master demand notes.

The Canadian Dollar Portfolio invests only in Canadian
Dollar-denominated high-quality securities as described in this paragraph. The
Canadian Dollar Portfolio's assets will consist of Canadian government
securities and other securities which have been (i) rated by at least two NRSROs
in the highest rating category for short-term obligations (or so rated by one
such organization if it alone has rated the security), (ii) issued by an issuer
with comparable short-term obligations that are rated in the highest rating
category by an NRSRO, or (iii) if not rated by an NRSRO, determined to be
comparable to such securities. Presently many high-quality Canadian
Dollar-denominated securities are rated only by one or more Canadian rating
organizations, rather than by the U.S. rating organizations which qualify as
NRSROS. Accordingly, the Adviser anticipates that many of the securities held by
the Canadian Dollar Portfolio will be securities which are not rated by an NRSRO
but are

<PAGE> 34

determined to be comparable to high-quality NRSRO-rated securities. In making
this determination the Adviser may rely upon ratings given by one or more
Canadian rating organizations.

All securities in which the Canadian Dollar Portfolio invests have
remaining maturities of thirteen months or less at the date of acquisition. The
Canadian Dollar Portfolio also maintains a value-weighted average portfolio
maturity of 60 days or less. The Canadian Dollar Portfolio follows these
policies in seeking to maintain a constant net asset value of C$1.00 per share,
although there is no assurance it can do so on a continuing basis.

The Canadian Dollar Portfolio may invest in Canadian Dollar denominated
high quality corporate debt securities such as commercial paper and bonds and
long-term unsecured debentures with remaining maturities of thirteen months or
less. Under normal market conditions, the Canadian Dollar Portfolio will have
more than 25% of its total assets invested in the obligations of issuers in the
banking industry. See "Additional Information Concerning Certain Investment
Techniques for all Portfolios--Concentration in Obligations of Qualifying
Banks."

Pound Sterling Portfolio

The Pound Sterling Fund is not currently offered to the public.

The Pound Sterling Portfolio's investment objective is to seek to
maintain a high level of liquidity, to preserve capital and stability of
principal expressed in Pounds Sterling and, consistent with those objectives, to
earn current income. The Pound Sterling Portfolio will invest in Pound
Sterling-denominated securities issued or guaranteed as to principal and
interest by the United Kingdom ("U.K.") Government, local authorities, city
corporations and county councils or their agencies or by non-U.K. governments or
Supranational Organizations as well as high-quality, short-term Pound
Sterling-denominated money market instruments such as bank certificates of
deposit, bankers' acceptances and such short-term corporate debt securities as
commercial paper.

The Pound Sterling Portfolio invests only in Pound Sterling-denominated
high quality securities as described in this paragraph. The Pound Sterling
Portfolio assets will consist of U.K. government securities and other
securities, which have been (i) rated by at least two NRSROs in the highest
rating category for short-term obligations (or so rated by one such organization
if it alone has rated the security), (ii) issued by an issuer with comparable
short-term obligations that are rated in the highest rating category, or (iii)
if unrated, determined to be comparable to such securities.

All securities in which the Pound Sterling Portfolio invests have
remaining maturities of thirteen months or less at the date of acquisition. The
Sterling Portfolio also maintains a value-weighted average portfolio maturity of
60 days or less. The Pound Sterling Portfolio

<PAGE> 35

follows these policies in seeking to maintain a constant net asset value of
(pound)l.00 per share, although there is no assurance it can do so on a
continuing basis.

The Pound Sterling Portfolio may invest in Pound Sterling-denominated
high quality corporate debt securities such as commercial paper and bonds and
long-term unsecured debentures with remaining maturities of thirteen months or
less. Under normal market conditions, the Pound Sterling Portfolio will have
more than 25% of its total assets invested in the obligations of issuers in the
banking industry. See "Additional Information Concerning Certain Investment
Techniques for all Portfolios--Concentration in Obligations of Qualifying
Banks."

Fundamental Investment Restrictions

All of the Portfolios' fundamental investment restrictions are set
forth below. If a percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage resulting from a change
in values or assets will not constitute a violation of that restriction. A
Portfolio's fundamental investment restrictions may not be changed except by the
affirmative vote of a majority of the Portfolio's outstanding voting securities
as defined in the 1940 Act. Under the 1940 Act, a "vote of the majority of the
outstanding voting securities" means the vote, at the annual or a special
meeting of security holders duly called, (i) of 67% or more of the voting
securities present at the meeting if the holders of more than 50% of the
outstanding voting securities are present or represented by proxy or (ii) of
more than 50% of the outstanding voting securities, whichever is less. Under
these restrictions, it is the policy of each Portfolio:

(1) not to invest in a security if the transaction would result in
the Portfolio owning more than 10% of any class of voting
securities of an issuer;

(2) not to issue senior securities, except that the Portfolio may
borrow money in accordance with restriction 10 below;

(3) not to underwrite or participate in the marketing of
securities of other issuers;

(4) not to purchase or sell real estate in fee simple;

(5) not to invest in commodities or commodity contracts;

(6) not to make loans except that the Portfolio may purchase
bonds, debentures, notes and similar debt obligations,
including money market instruments, directly from the issuer
thereof or in the open market and may engage in repurchase
transactions;

(7) not to conduct arbitrage transactions;

<PAGE> 36

(8) not to invest in interests in oil, gas or other mineral
exploration or development programs (provided that the
Portfolio may invest in securities which are based, directly
or indirectly, on the credit of companies which invest in or
sponsor such programs);

(9) not to make any investment which would cause more than 25% of
the value of such Portfolio's total assets to be invested in
securities of nongovernmental issuers principally engaged in
any one industry, except that under normal market conditions
each Portfolio will invest more than 25% of its total assets
in obligations of Qualifying Banks (as defined in this
Statement of Additional Information) and further provided that
in the event that the diversification requirements of the
Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code") are revised so as to permit one or more of the
Portfolios to invest more than 25% of its total assets in
government obligations of a country that issues the relevant
Fund's designated currency, then each such Portfolio will
under normal market conditions invest more than 25% of its
total assets in such obligations;

(10) not to borrow money except in connection with redemptions or
for temporary and emergency purposes and then not in an amount
in excess of 20% of the value of its net assets, provided that
additional investments will be suspended during any period
when borrowings exceed 5% of the Portfolio's total assets; and

(11) not to purchase securities on margin, make a short sale of any
securities or purchase or deal in puts, calls, straddles or
spreads with respect to any security, except that the
Portfolio may acquire puts in connection with enhancing the
liquidity of its securities.

Non-Fundamental Investment Restrictions

The following investment restrictions may be changed by vote of a
majority of the Trustees of the Portfolio Trust. If a percentage restriction is
adhered to at the time of investment, a later increase or decrease in percentage
resulting from a change in values or assets will not constitute a violation of
that restriction. Under these restrictions, it is the policy of each Portfolio:

(1) not to hypothecate, mortgage or pledge any of its assets
except as may be necessary in connection with permitted
borrowings;

(2) not to purchase a security issued by another investment
company if, immediately after such purchase, the Portfolio
would own, in the aggregate, (i) more than 3% of the total
outstanding voting stock of such other investment company;
(ii) securities issued by such other investment company having
an aggregate

<PAGE> 37

value in excess of 5% of the value of the Portfolio's total
assets; or (iii) securities issued by such other investment
company and all other investment companies (other than
treasury stock of the Portfolio) having an aggregate value in
excess of 10% of the value of the Portfolio's total assets;
provided, however, that the Portfolio may purchase investment
company securities without limit for the purpose of completing
a merger, consolidation or other acquisition of assets;

(3) not to invest in companies for the purpose of exercising
control over their management;

(4) not invest more than 5% of the value of its total assets in
any issuer (other than repurchase agreements and Designated
Government Securities (defined as (a) any security issued or
guaranteed by (i) in the case of the Euro Portfolio, the
government of any country that participates in the European
Monetary Union (provided that the applicable government, as to
its Euro-denominated short-term obligations, has a First Tier
rating from the Requisite NRSROs (as defined in SEC Rule 2a-7)
and that in all other respects such securities are of
sufficient credit quality to qualify as First Tier
Securities); (ii) in the case of the U.S. Dollar Portfolio,
the U.S. federal government, (iii) in the case of the Canadian
Dollar Portfolio, the Canadian federal government, and (iv) in
the case of the Pound Sterling Portfolio, the U.K. government,
and (b) any security issued or guaranteed by a person
controlled or supervised by and acting as an instrumentality
of such government pursuant to authority granted by the
appropriate legislative or executive body in such countries
if, in each case, such Portfolio's investment adviser shall
have determined that such security has a creditworthiness
substantially equivalent to that of a direct obligation of the
applicable government; or (c) any certificate of deposit for
any of the foregoing); and

(5) not to invest more than 25% of its total assets in repurchase
agreements with any one counterparty.

MONEY MARKET INSTRUMENTS

U.S. Dollar Portfolio

The following describes further the money market instruments in which
the U.S. Dollar Portfolio will invest and is provided as a supplement to the
discussion appearing in the Prospectuses and in this Statement of Additional
Information.

<PAGE> 38

Short-Term Corporate Debt Instruments

Short-term corporate debt instruments include commercial paper (i.e.,
short-term, unsecured promissory notes) issued by corporations (including bank
holding companies) to finance short-term credit needs. Commercial paper is
usually sold on a discounted basis and has a maturity at the time of issuance
not exceeding nine months.

Short-term corporate debt instruments also include master demand notes.
Master demand notes are obligations of companies that permit an investor to
invest fluctuating amounts at varying rates of interest pursuant to arrangements
between the investor, as lender, and the companies, as borrowers. The U.S.
Dollar Portfolio will have the right, at any time, to increase the amount lent
up to the full amount provided by a note. Because the U.S. Dollar Portfolio may
also decrease the amount lent at any time, such instruments are highly liquid
and in effect have a maturity of one business day. The borrower will have the
right, at any time, to prepay up to the full amount of the amount borrowed
without penalty. Because the notes are direct lending obligations between the
U.S. Dollar Portfolio and the borrowers, they are generally not traded and there
is no secondary market. Consequently, the U.S. Dollar Portfolio's ability to
receive repayment will depend upon the borrower's ability to pay principal and
interest on the U.S. Dollar Portfolio's demand. The U.S. Dollar Portfolio will
invest only in notes that either have the ratings described below for commercial
paper or (because notes are not typically rated by credit rating agencies)
unrated notes that are issued by companies having the ratings described below
for issuers of commercial paper. The Fund does not expect that the notes will be
backed by bank letters of credit. The Investment Adviser will monitor the value
of the U.S. Dollar Portfolio's investments in commercial paper and master demand
notes, taking into account such factors as the issuer's earning power, cash flow
and other liquidity ratios.

Commercial paper investments at the time of purchase will be rated in
the highest rating category by an NRSRO, such as A-1 by Standard & Poor's
Corporation ("S&P") or Prime-1 by Moody's Investors Service, Inc. ("Moody's"),
or, if not rated, issued by companies having an outstanding debt issue rated at
least AA by S&P or Aa by Moody's or equivalent or determined to be of comparable
quality.

Under certain limited circumstances, the U.S. Dollar Portfolio may
invest in nonconvertible corporate debt securities (e.g., bonds and debentures
which may be issued by U.S. or non-U.S. corporations) with no more than thirteen
months remaining either to the date of maturity or the date on which, under the
indenture governing the security, it may be sold back to the issuer thereof for
payment of principal and accrued interest. Corporate debt securities with a
remaining maturity of thirteen months or less are liquid (and tend to become
more liquid as their maturities lessen) and are traded as money market
securities. Such securities also tend to have considerably less market value
fluctuation than longer term issues.

Corporate debt and other securities in which the U.S. Dollar Portfolio
invests must be U.S. dollar-denominated Eligible Securities (as defined in Rule
2a-7 under the 1940 Act) that

<PAGE> 39

are determined to present minimal credit risks. In general, the term "Eligible
Securities" is limited to:

(i) securities with remaining maturities of 13 months or less that
are rated (or have been issued by an issuer that is rated with
respect to a class of short-term debt obligations, or any
securities within that class, that are comparable in priority
and security with the relevant security) by the requisite
number (i.e., two, if two organizations have issued ratings
and one if only one has issued a rating) of NRSROs in one of
the two highest rating categories for short-term debt
obligations (within which there may be sub-categories or
gradations indicating relative standing), or

(ii) securities that at the time of issuance were long-term
securities (i.e., that had remaining maturities greater than
397 calendar days) but that now have remaining maturities of
397 calendar days or less and which were issued by an issuer
that has received from the requisite NRSROs a rating, with
respect to a class of short-term debt obligations (or any
security within that class) that is comparable in priority and
security with the relevant security, in one of the two highest
rating categories for short-term debt obligations (within
which there may be sub-categories or gradations indicating
relative standing), or

(iii) securities which are "unrated" (as defined in Rule 2a-7) but
determined to be of comparable quality to the foregoing by the
Portfolio Trust's Board of Trustees or the Investment Adviser
under their supervision (provided that a security that at the
time of issuance was a long-term security but that has a
remaining maturity of 397 calendar days less and that is an
"unrated" security is not an "Eligible Security" if the
security has a long-term rating from any NRSRO that is not
within the NRSRO's three highest categories (within which
there may be sub-categories or gradations indicating relative
standing)).

As indicated in the Prospectus, the U.S. Dollar Portfolio will further
limit its investments to Eligible Securities that are government securities and
"first tier" Eligible Securities as defined in Rule 2a-7 under the 1940 Act.

Bank Money Investments

Bank money investments include but are not limited to certificates of
deposit, bankers' acceptances and time deposits. Certificates of deposit are
generally short-term (i.e., less than one year), interest-bearing negotiable
certificates issued by commercial banks or savings and loan associations against
funds deposited in the issuing institution. A banker's acceptance is a time
draft drawn on a commercial bank by a borrower, usually in connection with an
international commercial transaction (to finance the import, export, transfer or
storage of goods). A banker's acceptance may be obtained from a domestic or
foreign bank including a U.S. branch or agency of a foreign bank. The borrower
is liable for payment as well as the

<PAGE> 40

bank, which unconditionally guarantees to pay the draft at its face amount on
the maturity date. Most acceptances have maturities of six months or less and
are traded in secondary markets prior to maturity. Time deposits are
nontransferable deposits made for a fixed period of time at a stated interest
rate. The U.S. Dollar Portfolio will not invest in any bank money investment
unless the investment is issued by a U.S. bank that is a member of the Federal
Deposit Insurance Corporation ("FDIC"), including any foreign branch thereof, a
U.S. branch or agency of a "foreign bank", as defined under Rule 3a-6 of the
1940 Act, a foreign branch of a foreign bank, or a savings bank or savings and
loan association that is a member of the FDIC and which at the date of
investment has capital, surplus and undivided profits (as of the date of its
most recently published financial statements) in excess of $100 million or the
equivalent in the relevant Fund's designated currency (a "Qualifying Bank").

U.S. branches and agencies of foreign banks are offices of foreign
banks and are not separately incorporated entities. They are chartered and
regulated either federally or under state law. U.S. federal branches or agencies
of foreign banks are chartered and regulated by the Comptroller of the Currency,
while state branches and agencies are chartered and regulated by authorities of
the respective states or the District of Columbia. U.S. branches of foreign
banks may accept deposits and thus are eligible for FDIC insurance; however, not
all such branches elect to obtain FDIC insurance. Unlike U.S. branches of
foreign banks, U.S. agencies of foreign banks may not accept deposits and thus
are not eligible for FDIC insurance. Both branches and agencies can maintain
credit balances, which are funds received by the office incidental to or arising
out of the exercise of their banking powers and can exercise other commercial
functions, such as lending activities.

U.S. Government Securities

U.S. Government securities consist of various types of marketable
securities issued by the U.S. Treasury, i.e., bills, notes and bonds. Such
securities are direct obligations of the U.S. Government and differ mainly in
the lengths of their maturities. Treasury bills, the most frequently issued
marketable government security, have a maturity of up to one year and are issued
on a discount basis.

Government Agency Securities

Government agency securities in which the U.S. Dollar Portfolio may
invest consist of fixed income securities issued or guaranteed by agencies and
instrumentalities of the U.S. Government, including the various types of
instruments currently outstanding or which may be offered in the future.
Agencies and instrumentalities include, among others, the Federal Housing
Administration, Government National Mortgage Association ("GNMA"), Federal
National Mortgage Association, Farmers Home Administration, Export-Import Bank
of the U.S., Federal Maritime Administration, General Services Administration
and Tennessee Valley Authority. Instrumentalities include, for example, the
Central Bank for Cooperatives, Federal Home Loan Banks, Federal Farm Credit
Banks, Student Loan Marketing Association, Federal Home Loan Mortgage
Corporation, Federal Intermediate Credit Banks, Federal Land

<PAGE> 41

Banks and the U.S. Postal Service. The U.S. Dollar Portfolio will purchase such
securities only so long as they are backed by any of (i) the full faith and
credit of the U.S. Treasury (e.g., U.S. Treasury bills, bonds and notes and GNMA
participation certificates), (ii) the right of the issuer to borrow a limited
amount from the U.S. Treasury (e.g., securities of the Farmers Home
Administration), (iii) the discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality (e.g., securities
of the Federal National Mortgage Association) or (iv) the credit of the agency
or instrumentality (e.g., securities of a Federal Home Loan Bank).

Custodial Receipts

The U.S. Dollar Portfolio may acquire, subject to the limitations
described herein, custodial receipts that evidence ownership of future interest
payments, principal payments or both on certain U.S. Treasury notes or bonds in
connection with programs sponsored by banks and brokerage firms. Such notes and
bonds are held in custody by a bank on behalf of the owners of the receipts.
These custodial receipts are known by various names, including "Treasury
Receipts" ("TRs"), "Treasury Investment Growth Receipts" ("TIGRs") and
"Certificates of Accrual on Treasury Securities" ("CATS"), and may not be
treated as U.S. Government securities.

ADDITIONAL INFORMATION CONCERNING
CERTAIN INVESTMENT TECHNIQUES FOR ALL PORTFOLIOS

Each Portfolio may invest in the securities or utilize the investment
techniques listed in this section:

Repurchase Agreements

A repurchase agreement is an agreement under which a Portfolio acquires
securities (generally government securities, bankers' acceptances or
certificates of deposit) from a commercial bank, broker or dealer, subject to
resale to the seller at an agreed-upon price and date (normally the next
business day). The resale price reflects an agreed-upon interest rate effective
for the period the instruments are held by a Portfolio and is unrelated to the
interest rate on the instruments. The instruments acquired by a Portfolio
(including accrued interest) must have an aggregate market value in excess of
the resale price and will be held by the Custodian for such Portfolio until they
are repurchased. The Trustees of the Portfolio Trust will monitor the standards
which the Investment Adviser will use in reviewing the creditworthiness of any
party to a repurchase agreement with any of the Portfolios.

The Portfolios will enter into repurchase agreements only with
financial institutions rated by an NRSRO in the highest rating category for
short-term obligations and deemed to be creditworthy by the Investment Adviser,
pursuant to guidelines established by the Portfolio Trust's Board of Trustees.
The use of repurchase agreements nevertheless involves certain

<PAGE> 42

risks. For example, if the seller defaults on its obligation to repurchase the
instruments acquired by a Portfolio at a time when their market value has
declined, such Portfolio may incur a loss. If the seller becomes insolvent or
subject to liquidation or reorganization under bankruptcy or other laws, a court
may determine that the instruments acquired by such Portfolio are collateral for
a loan by such Portfolio and therefore are subject to sale by the trustee in
bankruptcy. Finally, it is possible that a Portfolio may not be able to
substantiate its interest in the instruments it acquires. While the Trustees of
the Portfolio Trust acknowledge these risks, it is expected that they can be
controlled through careful documentation and monitoring.

When-Issued Securities

Each Portfolio may purchase when-issued debt securities, which are
traded on a price or yield basis prior to actual issuance. Such purchases will
be made only to achieve the relevant Portfolio's investment objective and not
for leverage. The when issued trading period generally lasts only from a few
days up to a month or more; during this period interest will not accrue. Such
transactions may involve a risk of loss if the value of the securities falls
below the price committed to prior to actual issuance. The Custodian will
establish a segregated account for a Portfolio when it purchases securities on a
when issued basis consisting of cash or liquid securities equal to the amount of
the when issued commitments.

Illiquid Securities

No Portfolio may invest more than 10% of the value of its net assets in
securities that at the time of purchase have legal or contractual restrictions
on resale or are otherwise "illiquid". The Investment Adviser will monitor the
amount of illiquid securities in each Portfolio's portfolio, to ensure
compliance with such Portfolio's investment restrictions.

Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933, as amended (the "1933 Act"),
securities which are otherwise not readily marketable and repurchase agreements
having a maturity of longer than seven days. Securities which have not been
registered under the 1933 Act are referred to as private placement or restricted
securities and are purchased directly from the issuer or in the secondary
market. Mutual funds do not typically hold a significant amount of these
restricted or other illiquid securities because of the potential for delays on
resale and uncertainty in valuation. Limitations on resale may have an adverse
effect on the marketability of portfolio securities and the Portfolio might be
unable to dispose of restricted or other illiquid securities promptly or at
reasonable prices and might thereby experience difficulty in satisfying
redemption requests within seven days. The Portfolio might also have to register
such restricted securities in order to dispose of them, resulting in additional
expense and delay. Adverse market conditions could impede such a public offering
of securities.

<PAGE> 43

In recent years, however, a large institutional market has developed
for certain securities that are not registered under the 1933 Act, including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. All of the Portfolios may buy or sell
restricted securities in accordance with Rule 144A under the 1933 Act ("Rule
144A Securities"). Securities may be resold pursuant to Rule 144A under certain
circumstances only to qualified institutional buyers as defined in the rule, and
the markets and trading practices for such securities are relatively new and
still developing; depending on the development of such markets, such Rule 144A
Securities may be deemed to be liquid as determined by or in accordance with
methods adopted by the Trustees of the Portfolio Trust. In all other cases,
however, securities subject to restrictions on resale will be deemed illiquid.
The Investment Adviser will determine the liquidity of Rule 144A Securities
under the supervision of the Portfolio Trust's Board of Trustees using various
factors such as (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer undertakings
to make a market, (4) the nature of the security (including any demand or tender
features) and (5) the likelihood of continued marketability and credit quality
of the issuer. If they have a remaining maturity of more than seven days, time
deposits and repurchase agreements will be considered to be illiquid securities.

Investments in Rule 144A Securities could have the effect of increasing
the level of the relevant Portfolio's illiquidity to the extent that qualified
institutional buyers become, for a time, disinterested in purchasing such
securities. Also, the relevant Portfolio may be adversely impacted by the
possible illiquidity and subjective valuation of such securities in the absence
of a market for them.

Concentration in Obligations of Qualifying Banks

Under normal market conditions, each Portfolio will have more than 25%
of its total assets invested in obligations of Qualifying Banks. "Qualifying
Banks" are U.S. banks (including savings banks or savings and loan associations)
that are members of the Federal Deposit Insurance Corporation ("FDIC") and
"foreign banks, as defined in Rule 3a-6 under the 1940 Act, provided that any
such institution has, at the date of investment, capital, surplus and undivided
profits (as of the date of its most recently published financial statements) in
excess of US$100,000,000 or the non-U.S. dollar equivalent, as the case may be.
This concentration may result in increased exposure to risks pertaining to the
banking industry. These risks include: a sustained increase in interest rates,
which can adversely affect the availability and cost of funds for a bank's
lending activities; exposure to credit losses during times of economic decline;
concentration of loan portfolios in certain industries; national and local
regulatory developments; and competition within the banking industry as well as
from other financial institutions.

Obligations of non-U.S. branches of U.S. banks and of non-U.S. banks,
such as certificates of deposit and time deposits, may be general obligations of
the parent banks in addition to the issuing branch, or may be limited by the
terms of a specific obligation and

<PAGE> 44

governmental regulation. Such obligations are subject to different risks than
are those of domestic U.S. banks or U.S. branches of non-U.S. banks. These risks
include foreign economic and political developments, foreign governmental
restrictions that may adversely affect payment of principal and interest on the
obligations, foreign exchange controls and foreign withholding and other taxes
on interest income. Non-U.S. branches of U.S. banks are not necessarily subject
to the same or similar regulatory requirements that apply to U.S. banks such as
mandatory reserve requirements, loan limitations, and accounting, auditing and
financial recordkeeping requirements. In addition, less information may be
publicly available about a non-U.S. branch of a U.S. bank or about a non-U.S.
bank than about a U.S. bank.

Investing in Non-U.S. Securities

Each of the Portfolios may invest in non-U.S. securities. Non-U.S.
securities markets generally are not as developed or as efficient as those in
the United States. Securities of some foreign issuers are less liquid and more
volatile than securities of comparable U.S. issuers. Similarly, volume and
liquidity in most foreign securities markets are less than in the United States
and, at times, volatility of prices can be greater than in the United States. In
addition, there may be less publicly available information about a non-U.S.
issuer, and non-U.S. issuers are not generally subject to uniform accounting and
financial reporting standards, practices and requirements comparable to those
applicable to U.S. issuers. Investments in non-U.S. securities could also be
subject to restrictions on the expatriation of funds or other assets of a
Portfolio, expropriation of assets, adverse diplomatic developments, higher
transaction and custody costs, delays attendant in settlement procedures and
difficulties in enforcing contractual obligations.

The value of securities purchased with and payable in one designated
currency will be affected favorably or unfavorably relative to other currencies
by changes in currency exchange rates and exchange control regulations.
Furthermore, some of the securities may be subject to foreign transaction taxes
which could have the effect of increasing the cost of such investments and which
would reduce the realized gain or increase the realized loss on such securities
at the time of sale. Transaction costs and custodial expenses for a portfolio of
non-U.S. securities generally are higher than for a portfolio of U.S.
securities. Interest payments from certain foreign securities may be subject to
foreign withholding taxes on interest income payable on the securities.

U.S. Government policies have in the past, through taxation and other
restrictions, discouraged certain investments abroad by U.S. investors. While no
material restrictions of that type are currently in effect, they could be
reinstituted. In an extreme case, restrictions of that type could require the
liquidation of a Portfolio (other than the U.S. Dollar Portfolio).

Investing in Supranational Organizations

The supranational organizations in which each Portfolio may invest
include, without limitation, the organizations listed below:

<PAGE> 45

The International Bank for Reconstruction and Development (the "World
Bank"), which was established in 1945, is an international institution having as
members a large portion of the world's sovereign governments. The principal
purposes of the World Bank are: (i) to assist in the reconstruction and
development of its member countries by facilitating the investment of capital
for productive purposes, thereby promoting the long-range growth of
international trade and the improvement of standards of living; (ii) to promote
private foreign investment by guarantees of and participation in loans and other
investments made by private investors; and (iii) when private capital is not
available on reasonable terms, to make loans for productive purposes out of its
own resources or funds borrowed by it.

The Inter-American Development Bank, which became effective in 1959,
has a membership comprised primarily of sovereign governments located in the
western hemisphere as well as a number of countries from outside that region.
The principal purposes of the Bank are: (i) to promote the investment of public
and private capital for development purposes in the Americas; (ii) to utilize
its own capital, funds raised by it in financial markets, and other available
resources, for financing development of member countries, giving priority to
those loans and guarantees that will contribute most effectively to their
economic growth; (iii) to encourage private investment in projects, enterprises,
and activities contributing to economic development and to supplement private
investment when private capital is not available on reasonable terms and
conditions; (iv) to cooperate with member countries to orient their development
policies toward a better utilization of their resources, in a manner consistent
with objectives of making their economics more complimentary, and of fostering
orderly growth of their foreign trade; and (v) to provide technical assistance
for preparation, financing and implementation of development plans and projects,
including the study of priorities and the formulation of specific project
proposals.

The Asian Development Bank was established in 1965 and has a membership
comprised primarily of sovereign governments located in Asia, as well as a
number of nations outside the region. The purposes of the Bank are: (i) to
encourage regional economic cooperation in the Asian and Pacific region and (ii)
to encourage economic growth of its developing members by lending funds,
promoting investment and providing technical assistance with special regard to
the needs of smaller or less developed countries.

The European Bank for Reconstruction and Development was established in
1991 and has a membership comprised primarily of sovereign governments, the
European Union and the European Investment Bank. The purpose of the Bank is to
provide project specific direct financing to foster the economic and democratic
transition process and to promote private and entrepreneurial initiatives in
those countries through the provision of loans, equity investments, guarantees
and technical cooperation.

Variable and Floating Rate Notes

Each Portfolio may purchase variable and floating rate instruments.
These instruments may include variable amount master demand notes, which are
instruments under which the

<PAGE> 46

indebtedness, as well as the interest rate, varies. These securities may have a
stated maturity in excess of one year, but permit a holder to demand payment of
principal plus accrued interest upon a specified number of days notice.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. The issuer has a corresponding right,
after a given period, to prepay in its discretion the outstanding principal of
the obligation plus accrued interest upon a specific number of days notice to
the holders. The interest rate of a floating rate instrument may be based on a
known lending rate, such as a bank's prime rate, and is reset whenever such rate
is adjusted. The interest rate on a variable rate demand note is reset at
specified intervals at a market rate.

These securities must have the requisite credit quality (as described
above) in order to be eligible for purchase by a Portfolio. Unless guaranteed by
the government issuing a Portfolio's designated currency (a "Designated
Government") or one of its agencies or instrumentalities, variable or floating
rate instruments purchased by a Portfolio must permit such Portfolio to demand
payment of the instrument's principal at least once every thirteen months upon
no more than 30 days notice. Because the market for a variable or floating rate
instrument may be less liquid than the market for other money market
instruments, a Portfolio might have trouble selling an instrument should the
issuer default or during periods when a Portfolio is not permitted by agreement
to demand payment of the instrument, and for this or other reasons a loss could
occur with respect to the instrument.

SPECIAL INVESTMENT CONSIDERATIONS AND RISK FACTORS

In addition to those described in the Prospectus and elsewhere in this
Statement of Additional Information, the Portfolios are subject to the following
special investment considerations and risk factors:

Possible Changes in Net Asset Value and Yield

Each Portfolio seeks to maintain a constant net asset value and
generally values its investments at amortized cost. However, the value of each
Portfolio may be affected by changes in interest rates and the credit standing
of issuers of the Portfolios' investments. The value of the investments held by
each of the Portfolios in which the Funds invest generally will vary inversely
with changes in prevailing interest rates, although this variance is expected to
be minimal due to the short maturities of the instruments held by the
Portfolios.

Interest rates paid on instruments denominated in a given designated
currency may be higher or lower than those paid on instruments denominated in
other designated currencies. Investors should recognize that in periods of
declining short-term interest rates the inflow of net new money to a Portfolio
from the continuous sale of its shares will likely be invested in portfolio
instruments producing lower yields than the balance of such Portfolio's
investment portfolio, thereby reducing the current yield of the Portfolio. In
the periods of rising interest rates, the opposite can be true. The securities
in which the Portfolios invest may not produce

<PAGE> 47

as high a level of income as could be obtained from securities with longer
maturities or those having a lesser degree of safety.

Asset-Backed Securities

Asset-backed securities represent undivided fractional interests in
pools of instruments, such as consumer loans. 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.
The value of asset-backed securities is affected by changes in the market's
perception of the asset backing the security, changes in the creditworthiness of
the servicing agent for the instrument pool, the originator of the instruments
or the financial institution providing any credit enhancement and the
expenditure of any portion of any credit enhancement. If the credit enhancement
of an asset-backed security held by a Portfolio has been exhausted, and if any
required payments of principal and interest are not made with respect to the
underlying loans, the Portfolio may experience loss or delay in receiving
payment and a decrease in the value of the security. The risks of investing in
asset-backed securities are ultimately dependent upon payment of the underlying
instruments by the obligors, and a Portfolio would generally have no recourse
against the obligee of the instruments in the event of default by an obligor.
The underlying instruments are subject to prepayments which shorten the weighted
average life of asset-backed securities and may lower their return.

Investments in a Single Issuer

Each Portfolio other than the U.S. Dollar Portfolio is non-diversified
under the 1940 Act. These Portfolios intend to comply, however, with the
diversification requirements applicable to regulated investment companies under
the United States Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code"). Currently, those requirements provide that, as of the last day
of each fiscal quarter, each Portfolio's investments in the securities of any
one issuer must be limited to 25% of its total assets, provided that with
respect to at least 50% of its total assets, a Portfolio may not (a) have
invested more than 5% of its total assets in the securities of any one issuer or
(b) have invested more than 10% of the outstanding voting securities of any one
issuer. To the extent a Portfolio is not diversified under the 1940 Act, it may
be more susceptible than a fully diversified Portfolio to adverse developments
affecting a single issuer. The Internal Revenue Code exempts certain U.S.
government securities (but not foreign government securities) from these
requirements.

In addition to the foregoing, each of the Portfolios has adopted a
non-fundamental investment restriction which prevents it from investing (i) more
than 5% of the value of its total assets in the securities of any one issuer
(other than repurchase agreements and securities issued by its Designated
Government, and certain of such government's agencies and instrumentalities as
described in non-fundamental investment restriction (4) above), or (ii)

<PAGE> 48

more than 25% of the value of its total assets in repurchase agreements with one
counterparty. These restrictions may be eliminated or modified at any time by
the Trustees of the Portfolio Trust without a shareholder vote.

REGULATORY STATUS

The Trust has received "no-action" letters from the Division of
Investment Management of the Securities and Exchange Commission which permit the
Pound Sterling, the Euro Fund and the Canadian Dollar Fund (the "Foreign
Currency Funds") to hold themselves out and otherwise operate as "money market
funds" for purposes of compliance with Rule 2a-7 under the 1940 Act and for
purposes of all other rules under the 1940 Act and all other rules and forms
under the Securities Act of 1993, as amended, that are applicable to "money
market funds." Notwithstanding the foregoing, the Foreign Currency Funds
generally will not be "money market funds" for purposes of the investment
restrictions applicable to other registered investment companies. Other entities
whose investment activities are regulated, such as banks and insurance
companies, should consult their legal advisers before concluding that the
Foreign Currency Funds will be considered "money market funds" under any
applicable restriction.

Item 13. Management of the Fund.

MANAGEMENT OF THE TRUST AND PORTFOLIO TRUST

Each Fund is a separate series of the Trust, a Delaware business trust
under the terms of the Amended and Restated Master Trust Agreement establishing
the Trust, which is governed by the laws of Delaware. The Trustees of the Trust
are ultimately responsible for the management of its business and affairs. Each
Portfolio is a separate investment series of the Portfolio Trust, which is also
a Delaware business trust under the terms of the Master Trust Agreement
establishing the Portfolio Trust, which is governed by the laws of Delaware.
Under the terms of the Portfolio Trust's Declaration of Trust, the affairs of
the Portfolio are managed under the supervision of the Trustees of the Portfolio
Trust.

The Boards of Trustees of the Portfolio Trust and the Trust establish
their respective policies and supervise and review the operations and management
of the Portfolio Trust and the Trust, respectively. The day-to-day operations of
the Portfolio Trust and the Trust are administered by officers elected by their
respective Board of Trustees. A majority of the Trustees who are not "interested
persons" (as defined in the 1940 Act) of the Trust and the Portfolio Trust, as
the case may be, have adopted written procedures reasonably appropriate to deal
with potential conflicts of interest arising from the fact that the same
individuals are Trustees of the Trust and of the Portfolio Trust, up to and
including creating separate Boards of Trustees.

The Trustees and executive officers of the Trust are listed below. The
Trustees of the Portfolio Trust are identical to the Trustees of the Trust. The
officers of the Portfolio Trust hold the same offices with the Portfolio Trust
as with the Trust. Certain of the executive

<PAGE> 49

officers of the Trust and the Portfolio Trust are affiliated persons of State
Street Bank and Trust Company and State Street Global Advisors United Kingdom
Limited.

The Trustees and executive officers of the Trust and Portfolio Trust,
together with information as to their principal business occupations during the
last five years, are shown below. Each Trustee who is an "interested person" (as
defined in the 1940 Act) of the Trust or Portfolio Trust is indicated by an
asterisk.

Certain officers and members of the Board of Trustees of the Trust and
the Portfolio Trust are not residents of the United States. Virtually all or a
substantial portion of the assets of such persons are located outside of the
United States. It may not be possible for shareholders to effect service of
process within the United States upon such persons or to enforce in courts
inside or outside the United States judgements obtained against such persons in
courts in jurisdictions outside the United States, in each case, in any action,
including actions predicated upon the civil liability provisions of the United
States securities laws. In addition, it may be difficult for shareholders to
enforce, in original actions brought in courts in jurisdictions outside the
United States, liabilities predicated solely upon the United States securities
laws.

<TABLE>
<CAPTION>
PRINCIPAL
NAME, ADDRESS AND POSITION(S) HELD OCCUPATION(S)
DATE OF BIRTH WITH TRUST DURING PAST 5 YEARS
- ------------- ---------- -------------------

<S> <C> <C>
Peter B. Collacott* President and Trustee Managing Director,
State Street Global Advisors Rothschild, Asset
United Kingdom Limited Management Limited;
Almack House Director, International
28 King Street Biotechnology Trust.
London, England
SW1 Y6QW
Born June 19, 1944
</TABLE>

<PAGE> 50

PRINCIPAL
OCCUPATION(S)
NAME, ADDRESS AND POSITION(S) HELD DURING PAST
DATE OF BIRTH WITH TRUST 5 YEARS
- ------------- ---------- -------

<S> <C> <C>
Alan T. Jeffers Trustee Private Investor; Consultant
51 Clearwater Cove to Rothschild Asset
Old Dunleary Road Management Limited from
Dun Laoghaire, 1986 to September 1996;
County Dublin, Ireland Chairman, Dipcot Holdings
Born August 17, 1938 Ltd.; Chairman, Danfay
Ltd.; Director, Hibernian Group Plc;
Founder and Director Banking
Automation Ltd.; Chairman, Provita
Europe Ltd.; Chairman, Holdings
Ltd.; Chairman, Capteur Sensors &
Analysers Limited.

Bryan J. Walsh Trustee President and Managing
11 Lower Tuckahoe Road West Director of Salisbury
Richmond, Virginia 232330 Research from 1991 to date.
Born November 6, 1944

Roger M. Kubarych Trustee General Manager - Henry
65 East 55th Street Kaufman & Company Inc.
New York, NY 10022 overseeing the firm's
Born November 19, 1944 international money
management activities and
financial and economic
consulting services.

Patrick J. Riley Trustee Partner - Riley,
21 Custom House Burke & Donahue
Boston, MA 02110 (law firm).
Born November 30, 1948

Bruce D. Taber Trustee Computer Simulation
26 Round Top Road Consultant, General Electric
Boxford, MA 01921 Industrial Controls; prior to
Born April 25, 1943 that, President, A.B. Reed,
Inc. - Engineers, Architects,
Planners; prior to that, Vice
President, Instrumentation
and Controls, A.B. Reed,
Inc.
</TABLE>

<PAGE> 51

<TABLE>
<CAPTION>
PRINCIPAL
OCCUPATION(S)
NAME, ADDRESS AND POSITION(S) HELD DURING PAST
DATE OF BIRTH WITH TRUST 5 YEARS
- ------------- ---------- -------

<S> <C> <C>
Henry W. Todd Trustee President and Director,
111 Commerce Drive Zink & Triest Co., Inc.
Montgomeryville, PA 18936 (dealer in vanilla flavor
Born May 4, 1947 materials); Director, A.M.
Todd Co., and Flavorite
Laboratories.

Tony Mercure Vice President Vice President of Fund
BISYS Fund Services, Inc. Accounting,
3435 Stelzer Road BISYS Fund Services, Inc.
Columbus, OH 43219 and has served in a
Born September 17, 1960 variety of positions within
BISYS Fund Services, Inc.
since 1991.

Adrian Waters Vice President Managing Director,
BISYS Fund Services BISYS Fund Services
(Ireland) Ltd. (Ireland) Ltd.,
Floor 3, Block C May 1993 to present;
Ballsbridge Manager, Price Waterhouse,
Shelbourne Road 1989 - May 1993.
Dublin 4 Ireland
Born September 31, 1962

Charles L. Booth Vice President Vice President, BISYS Fund
BISYS Fund Services, Inc. and Secretary Services, Inc. and has served
3435 Stelzer Road in a variety of positions
Columbus, OH 43219 within BISYS Fund Services,
Born April 4, 1960 Inc. since 1991.

William J. Tomko Treasurer Executive Vice President,
BISYS Fund Services, Inc. BISYS Fund Services, Inc.
3435 Stelzer Road and has served in a
Columbus, OH 43219 variety of positions within
Born August 30, 1958 BISYS Fund Services, Inc.
since 1991.
</TABLE>

<PAGE> 52

<TABLE>
<CAPTION>
PRINCIPAL
OCCUPATION(S)
NAME, ADDRESS AND POSITION(S) HELD DURING PAST
DATE OF BIRTH WITH TRUST 5 YEARS
- ------------- ---------- -------

<S> <C> <C>
Alaina Metz Assistant Secretary Chief Administrator,
BISYS Fund Services, Inc. Administrative and
3435 Stelzer Road Regulatory Services,
Columbus, OH 43219 BISYS Fund Services, Inc.
Born April 17, 1967 June 1995 to present;
Supervisor, Mutual Fund
Legal Department, Alliance
Capital Management, May
1989 to June 1995.

Catherine Brady Assistant Treasurer Accounting Services
BISYS Fund Services Manager, BISYS
(Ireland) Ltd Fund Services
Floor 3, Block C (Ireland) Ltd.;
Ballsbridge March 1994 to present;
Shelbourne Road Supervisor, Price
Dublin 4 Ireland Waterhouse, 1990 to
Born October 9, 1968 March 1994.
</TABLE>

<PAGE> 53
COMPENSATION OF TRUSTEES AND OFFICERS

Each of the Trust and the Portfolio Trust pays no compensation to the
Trustees of the Trust or Portfolio Trust affiliated with the Administrator, the
Distributor or the Investment Adviser, respectively, or the Trust's and
Portfolio Trust's officers.

The following sets forth the compensation paid to the Trust's Trustees
for the period ending December 31, 1998.

<TABLE>
<CAPTION>
Aggregate Aggregate Aggregate Aggregate Total
Compensation Compensation Compensation Compensation Compensation
Name of from U.S. from Pound from Euro from Canadian from Fund
Trustee Dollar Portfolio Sterling Portfolio Portfolio Dollar Portfolio Complex (a)(b)
- ------- ---------------- ------------------ --------- ---------------- --------------

<S> <C> <C> <C> <C> <C>
Bryan J. Walsh $12,000 $12,000 $3,000 $3,000 $ 30,000

Roger M. Kubarych $10,000 $10,000 $2,500 $2,500 $25,000

Alan T. Jeffers $10,000 $10,000 $2,500 $2,500 $25,000

Patrick J. Riley $10,000 $10,000 $2,500 $2,500 $25,000

Bruce D. Taber $10,000 $10,000 $2,500 $2,500 $25,000

Henry W. Todd $10,000 $10,000 $2,500 $2,500 $25,000

Peter B. Collacott $0 $0 $0 $0 $0

</TABLE>
(a) Currently the U.S. Dollar Fund, the Pound Sterling Fund, the
Euro Fund and the Canadian Dollar Fund and their corresponding
Portfolios are the only funds in the fund complex. No other
compensation, including pension or other retirement benefits,
is paid to the Trustees by the fund complex. The Trustees
receive no compensation for their service as Trustees of the
Trust.

(b) Trustees fees were allocated among the Portfolios in
proportion to their respective net asset values.

Item 14. Control Persons and Principal Holders of Securities.

All trustees and officers as a group own less than 1% of the
outstanding shares of each Fund and Portfolio as of April 1, 1999.

As of April 7, 1999, Frank Russell Investment Management Company
("FRIMC"), 909A Street, Tacoma, WA 98402-5120 owned 66.7%, 74%, 62.6% and 53.2%
respectively and BISYS Fund Services, 3435 Stelzer Road, Columbus, OH, 43219
owned 33.3%, 26%, 37.4% and 46.6% respectively, of each of the Funds. Both FRIMC
and BISYS Fund Services may be deemed to be in control of the U.S. Dollar, Pound
Sterling, Euro and Canadian Dollar Funds as control is defined in the 1940 Act.
Although sales of the Funds' shares to other investors will reduce its
percentage ownership, so long as 25% of a class of shares is so owned, the owner
will be presumed to be in control of such class of shares for purposes of voting
on certain matters submitted to a vote of shareholders.

<PAGE> 54

FRIMC is a wholly owned subsidiary of Frank Russell Company. Frank
Russell Company, 909 A Street, Tacoma, WA 98402, which provides comprehensive
asset management consulting services for institutional pools of investment
assets, principally those of large corporate employees benefit plan. On January
1, 1999, The Northwestern Mutual Life Insurance Company ("Northwestern Mutual"),
720 East Wisconsin Avenue, Milwaukee, WI 53202 announced that it had completed
its acquisition of Frank Russell Company. Frank Russell Company will retain its
identity and operating independence, and will continue to operate globally as a
separate company. As of April 1, 1999, FRIMC may also be deemed a control
person of the Canadian Dollar and Euro Portfolios because each Fund owns 50% of
the outstanding shares of its corresponding Portfolio.

Item 15. Investment Advisory and Other Services.

Investment Adviser of the Portfolio Trust

State Street Bank and Trust Company ("State Street" or the "Investment
Adviser"), 225 Franklin Street, Boston, MA 02110, through its division State
Street Global Advisors, furnishes investment services to the Portfolios in which
the Funds invest all their investable assets and manages the Portfolios'
investments subject to the supervision of the Trustees of the Portfolio Trust
pursuant to an agreement dated September 22, 1998 (the "Advisory Agreement").
The Investment Adviser is a wholly owned subsidiary of State Street Corporation,
a bank holding company.

In consideration for its services to the Portfolios, the Portfolio
Trust has agreed to pay the Investment Adviser an annual advisory fee with
respect to each Portfolio. The advisory fee for each Portfolio is calculated
daily and payable monthly at an annual rate of up to .25% of average daily net
assets. The Investment Adviser has currently agreed to limit each Fund's total
expenses to 0.50% of average daily net assets. This limitation is in effect
through [December 31, 1999]. After that date, the Investment Adviser may revise
or eliminate the limitation at any time without notice. Beginning with the
second anniversary of its inception, the Advisory Agreement will continue from
year to year with respect to a Portfolio provided that a majority of the
Trustees who are not interested persons of the Portfolio Trust and either a
majority of all Trustees or a majority of the shareholders of the Portfolio
approve its continuance. The Advisory Agreement with respect to a Portfolio may
be terminated by the Investment Adviser or the Portfolio without penalty upon
sixty days' notice and will terminate automatically upon its assignment.

<PAGE> 55

From the U.S. Dollar Portfolio's inception through September 22, 1998,
Rothschild International Asset Management Limited ("RIAM") served as the
Portfolio's Investment Adviser for which RIAM was entitled to a fee at an annual
rate of .20% of the Portfolio's average daily net assets. For the period March
26, 1997 through December 31, 1997, RIAM waived its entire fee for the U.S.
Dollar Portfolio; without such waiver, such fees would have been $60,474. For
the period January 1, 1998 to September 22, 1998, RIAM waived its entire fee of
$71,832. For the period September 23, 1998 to December 31, 1998, State Street
waived its entire fee of $12,843.

Pursuant to the Investment Advisory Agreement, the Portfolios bear
expenses of their operations other than those incurred by the Investment Adviser
pursuant to the Investment Advisory Agreement. Among other expenses, the
Portfolios will pay share pricing expenses; custodian fees and expenses;
administration fees; legal and auditing fees and expenses, expenses of investor
reports to be provided to existing shareholders; registration and reporting fees
and expenses; and Trustees' fees and expenses.

On September 22, 1998, State Street succeeded RIAM as the Portfolios'
Investment Adviser. For the period September 22, 1998 to November 30, 1998, RIAM
served as sub-adviser to the Portfolios pursuant to a Sub-Advisory Agreement
between State Street and RIAM and managed the Portfolios' investments and
affairs subject to the supervision of the Trustees of the Portfolio Trust and of
the Investment Adviser. RIAM is a British corporation which was organized in
1975 and is a registered investment adviser under the U.S. Investment Advisers
Act of 1940, as amended. RIAM is an indirect, subsidiary of Rothschild Concordia
AG of Zug, Switzerland, a holding company whose subsidiaries manage
approximately $28.5 billion in asset, spread across equities, bond and
currencies. For the services provided by RIAM under the Sub-Advisory Agreement,
State Street paid RIAM an advisory fee with respect to each Portfolio payable
monthly at an annual rate of .05% of the Portfolio's average daily net assets.

The Glass-Steagall Act prohibits a depository state chartered member
bank such as the Investment Adviser from engaging in the business of issuing,
underwriting, selling or distributing certain securities. Any activities of the
Investment Adviser in informing its customers of the Funds, performing
investment and redemption services and providing custodian, transfer,
shareholder servicing, dividend disbursing and investment advisory services must
be evaluated under these provisions. The Investment Adviser has been advised by
its counsel that its activities in connection with the Fund are consistent with
its statutory and regulatory obligations. The Funds' shares are not endorsed or
guaranteed by State Street or its affiliates, are not deposits or obligations of
State Street or its affiliates, and are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency, and have investment
risks, including possible loss of principal.

Changes in federal or state statutes and regulations relating to the
permissible activities of banks and their affiliates, as well as judicial or
administrative decisions or interpretations of such or future statutes and
regulations, could prevent the Investment Adviser from continuing to perform all
or a part of the above services for its customers and/or the Portfolio Trust. If
the Investment Adviser were prohibited from serving the Portfolio Trust in any
of its present

<PAGE> 56

capacities, the Board of Trustees of the Portfolio Trust would seek an
alternative provider(s) of such services. In such event, changes in the
operation of the Portfolio Trust may occur. It is not expected by the Investment
Adviser that existing shareholders would suffer any adverse financial
consequences (if another advisor with equivalent abilities is found) as a result
of any of these occurrences.

Sub-Adviser

The Investment Adviser has entered into a sub-advisory agreement with
respect to the Portfolios (the "Sub-Advisory Agreement") with State Street
Global Advisors United Kingdom Limited (the "Sub-Adviser"), which is also a
wholly-owned indirect subsidiary of State Street. Under the terms of the
agreement, the Sub-Adviser will continuously furnish an investment program for
the Portfolios, will make investment decisions for each Portfolio and place all
orders for the purchase and sale of portfolio securities and all other
instruments. The activities of the Sub-Adviser are subject to the supervision
and control of the Trustees of the Portfolio Trust and the Investment Adviser.

The initial term of the Sub-Advisory Agreement is two years from its
inception. Beginning with the second anniversary of its inception, the
Sub-Advisory Agreement will continue from year to year with respect to each
Portfolio provided that its continuance is approved in the same manner as for
the Advisory Agreement. Each Portfolio, the Investment Adviser and the
Sub-Adviser may terminate the Sub-Advisory Agreement with respect to that
Portfolio without penalty upon sixty days notice to the other parties.

For its services under the Sub-Advisory Agreement, the Sub-Adviser
receives from the Investment Adviser one half of the net fee paid to the
Investment Adviser with respect to the Portfolios pursuant to the Advisory
Agreement.

<PAGE> 57

Administrator

BISYS Fund Services Limited Partnership, 3435 Stelzer Road, Columbus,
OH 43219-3035 serves as the administrator to the Funds and the Portfolios (the
"Administrator") pursuant to written administration agreements with the Trust on
behalf of the Funds and the Portfolio Trust on behalf of the Portfolios. The
Administrator, a wholly-owned subsidiary of The BISYS Group, Inc., is
responsible for coordinating the Funds' efforts and generally assuring the
operation of the Funds' business. The Administrator provides a wide range of
services to the Funds, including maintaining the Funds' offices, providing
statistical and research data, coordinating the preparation of reports to
shareholders, calculating and providing for the calculation of net asset values
of Fund shares, dividends and capital gains distributions to shareholders, and
performing other administrative functions necessary for the smooth operation of
the Funds. The Administrator provides the Portfolio Trust with office space and
with certain clerical services and facilities. The Administrator or its
affiliates may also act as Authorized Firms (as defined below).

<PAGE> 58

For the services provided by the Administrator, each Fund pays an
annual fee, computed daily and paid monthly, based on the Fund's average daily
net assets as follows:

<TABLE>
<CAPTION>
Asset Size* Fee Rate
----------- --------

<S> <C>
Up to 250 million 0.05%
In excess of 250 million up to 500 million 0.04%
In excess of 500 million 0.03%
</TABLE>

* In the Fund's designated currency.

The Administrator provides the Portfolio Trust with office space for
managing its affairs and with certain clerical services and facilities. For the
services provided by the Administrator, each Portfolio pays an annual fee to the
Administrator, computed daily and payable monthly, based on the Portfolio's
average daily net assets as follows:

<TABLE>
<CAPTION>
Asset Size* Fee Rate
----------- --------
<S> <C>
Up to 500 million 0.05%
In excess of 500 million up to 1 billion 0.04%
In excess of 1 billion 0.03%
</TABLE>

* In the Portfolio's designated currency.

12b-1 Plan - Global Service Shares

Under the 1940 Act, the Securities and Exchange Commission has adopted
Rule 12b-1, which regulates the circumstances under which a Fund may, directly
or indirectly, bear distribution and shareholder servicing expenses. The Rule
provides that a Fund may pay for such expenses only pursuant to a plan adopted
in accordance with the Rule. Accordingly, each Fund has adopted an active
distribution plan for the shares of its Global Service class (the "Plan"), which
is described in each Fund's prospectus for its Global Service class. The Plan
provides that a Fund will spend annually 0.25% of the value of its average net
assets of its Global class for distribution and shareholder servicing expenses
and certain expenses incurred by the Distributor pursuant to the Distribution
Agreement. The Plan does not provide for a Fund to be charged for interest,
carrying or any other financing charges on any distribution expenses carried
forward to subsequent years. A quarterly report of the amounts expended under
the Plan, and the purposes for which such expenditures were incurred, must be
made to the Trustees for their review. The Plan may not be amended without
shareholder approval to increase materially the shareholder servicing costs that
a Fund pays.

<PAGE> 59

Under the Plan, each Fund enters into agreements ("Servicing
Agreements") with financial institutions, which may include the Investment
Adviser and its affiliates ("Servicing Organizations"), to provide shareholder
servicing with respect to Global Service shares held by or for the customers of
the Servicing Organizations. Such arrangements are also described in the Funds'
Global Service shares Prospectus. Under the Servicing Agreements, the Servicing
Organizations may provide various services for such customers, including:
answering inquiries regarding the Fund; assisting customers in changing dividend
options, account designations and addresses; performing subaccounting for such
customers; establishing and maintaining customer accounts and records;
processing purchase and redemption transactions; providing periodic statements
showing customers' account balances and integrating such statements with those
of other transactions and balances in the customers' other accounts serviced by
the Servicing Organizations; arranging for bank wires transferring customers'
funds; performing daily investment ("sweep") functions for shareholders and such
other services as the customers may request in connection with the Funds, to the
extent permitted by applicable statute, rule or regulation. Servicing
Organizations will receive from a Fund, for shareholder servicing, monthly fees
at a rate equal to .25% per annum of the average daily net asset value of the
Fund's Global Service shares owned by or for shareholders with whom the
Servicing Organization has a servicing relationship. Banks and other financial
service firms may be subject to various state laws, and may be required to
register as dealers pursuant to state law. Servicing Organizations will be
responsible for prompt transmission of purchase and redemption orders and may
charge fees for their services.

The Trust has entered into Servicing Agreements with the Investment
Adviser and the following entities related to the Investment Adviser: [State
Street Brokerage Services, Inc., Metropolitan Division of Commercial Banking,
Global Cash Management and Retirement Investment Services, which includes State
Street Solutions.] These agreements are reviewed annually by the Board of
Trustees.

Under the Plan, each Fund also reimburse the Distributor's (i) direct
out-of-pocket expenditures incurred in connection with the distribution and
marketing of shares and the servicing of investor accounts, including expenses
relating to the formulation and implementation of marketing strategies and
promotional activities such as direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising, the preparation, printing
and distribution of sales literature, the preparation, printing and distribution
of the Fund's prospectuses, Statements of Additional Information and reports to
recipients other than existing shareholders of the Fund, and obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Trust may, from time to time, deem
advisable; (ii) expenses incurred in connection with the promotion and sale of
the shares, including, without limitation, Distributor's expenses for rent,
office supplies, equipment, travel, communication, compensation, and benefits
for sales personnel; and (iii) payment of any fees and expenses to Servicing
Organizations, including any investment adviser of the Portfolio Trust, the
Trust or their affiliates, that have entered into Servicing Agreements with the
Trust pursuant to which the Servicing Organizations may

<PAGE> 60
provide various shareholder services with respect to shares held by or for
customers of the Servicing Organizations.

The expenditures to be made pursuant to the Plan with respect to a
Fund, and the basis upon which payment of such expenditures will be made, shall
be determined by the Trust, but in no event shall such expenditures exceed an
annual rate of .25 of 1% of the average daily value of the net assets of that
Fund. In the event that the Distributor or any Servicing Organization is not
fully reimbursed for payments made or expenses incurred by it in any fiscal
year, the Distributor or Servicing Organization shall be entitled to carry
forward such expenses to subsequent fiscal years for submission to the
applicable Fund for payment, subject always to the limit on expenditures for
each Fund described previously; provided, however, that (i) each Fund's
liability for any such expenses carried forward shall terminate at the end of
two years following the year in which the expenditure was incurred, and (ii)
nothing herein shall prohibit or limit the Trustees from terminating this Plan
and all payments hereunder at any time as described in the next paragraph.

The Plan and Servicing Agreements continue in effect only if such
continuance is specifically approved annually by a vote of the Trustees of the
Trust, including a majority of the Trustees who are not interested persons of
the Trust and who have no direct or indirect financial interest in the operation
of the Plan or the related Servicing Agreements. All material amendments of the
Plan must also be approved by the Trustees in the manner just described. The
Plan may be terminated at any time by a majority of the Trustees as just
described above or by vote of a majority of the outstanding Global Service
shares of the affected Fund. The Servicing Agreements may be terminated at any
time, without payment of any penalty, by vote of a majority of the Trustees as
described above or by a vote of a majority of the outstanding Global Service
shares of the affected Fund on not more than 60 days' written notice to any
other party to the Servicing Agreements. The Servicing Agreements shall
terminate automatically if assigned. So long as the Plan is in effect, the
selection and nomination of those Trustees who are not interested persons shall
be committed to the discretion of the non-interested members of the Board of
Trustees. The Trustees have determined that, in their judgment, there is a
reasonable likelihood that the Plan will benefit the Funds and holders of Global
Service shares of such Funds. In the Trustees' quarterly review of the Plan and
Servicing Agreements, they will consider their continued appropriateness and the
level of compensation provided therein.

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING
AGENT, FUND ACCOUNTANT, COUNSEL AND INDEPENDENT AUDITORS

The custodian for the Trust and Portfolio Trust is the Chase Manhattan
Bank, 4 Chase Metrotech Center, Brooklyn, NY 11245. Rules adopted under the 1940
Act permit the Funds and Portfolios to maintain their foreign securities and
cash in the custody of certain eligible foreign banks. Sub-custodians holding
any foreign securities and cash on behalf of the Funds and Portfolios will be
approved by the Board of Trustees of the Trust or Portfolio Trust, as the case
may be, in accordance with the regulations of the Securities and Exchange
Commission.

Under an agreement with the Trust, BISYS Fund Services, Inc., 3435
Stelzer Road, Columbus, OH 43219 acts as Transfer Agent, and provides customary
transfer and dividend disbursing agent services to the Funds, including
processing purchase, redemption and transfer transactions, responding to
shareholder inquiries, automatically investing dividends in Fund shares,
transmitting dividends to shareholders, assisting shareholders in changing
account designations and addresses and transmitting to shareholders proxy
statements, annual reports, prospectuses and other Trust communications. The
Transfer Agent may subcontract any of its duties to another person, including
its affiliates. Pursuant to a separate agreement, BISYS Fund Services, Inc. also
provides fund accounting services to the Trust.

Goodwin, Procter & Hoar LLP, Exchange Place, Boston, MA 02019, is legal
counsel for the Trust and the Portfolio Trust.

PricewaterhouseCoopers LLP, One Post Office Square, Boston, MA 02109,
independent auditors, have been selected to examine the annual financial
statements of the Trust and Portfolio Trust. The Trust and the Portfolio Trust
will send audited annual and unaudited semiannual financial statements to all
its shareholders of record.

Item 16. Brokerage Allocation and Other Practices.

PORTFOLIO TRANSACTIONS

Portfolio securities are ordinarily purchased directly from the issuer
or from an underwriter or a market maker for the securities. Usually no
brokerage commissions are paid by any Portfolio for such purchases. Purchases
from underwriters of Portfolio securities include a concession paid by the
issuer to the underwriter and the purchase price paid to market makers for the
securities may include the spread between the bid and asked price.

A Portfolio may not always pay the lowest commission or spread
available. Rather, in determining the amount of commission paid in connection
with Portfolio transactions, the Investment Adviser takes into account such
factors as size of the order, difficulty of execution, efficiency of the
executing broker's facilities (including the services described below) and any
risk assumed by the executing broker. The Investment Adviser may also take into
account payments made by brokers effecting transactions with or for a Portfolio
(i) to the Portfolio or (ii) to other persons on behalf of the Portfolio for
services provided to it for which it would be obligated to pay.

Investment decisions for the Portfolios will be made independently from
those for any other account or investment company that is or may in the future
become managed by the Investment Adviser or its affiliates. If, however, a
Portfolio and other investment companies or accounts managed by the Investment
Adviser are contemporaneously engaged in the purchase or sale of the same
security, the transactions may be averaged as to price and allocated equitably
to each account. In some cases, this policy might adversely affect the price
paid or received by a Portfolio or the size of the position obtainable for the
Portfolio. In addition, when purchases or sales of the same security for a
Portfolio and for other investment companies and accounts managed by the
Investment Adviser occur contemporaneously, the purchase or sale orders may be
aggregated in order to obtain any price advantages available to large
denomination purchases or sales.

No portfolio transactions are executed with the Investment Adviser or
any of its affiliates.

Item 17. Capital Stock and Other Securities.

INFORMATION ABOUT THE TRUST AND PORTFOLIO TRUST

The Funds and Their Shares

Under the Master Trust Agreement of the Trust, the Trustees of the
Trust have authority to issue an unlimited number of shares of beneficial
interest, par value $.0001 per share, of the Funds. Shares issued by the Funds
have no preemptive, conversion or subscription rights. Each share of a Fund has
equal and exclusive rights to a proportionate share of dividends and
distributions declared by that Fund and to the net assets of that Fund upon
liquidation or dissolution, except such differences as are attributable to
differential class expenses.

All Fund shares have equal rights with regard to voting, and
shareholders of the Fund have the right to vote as a separate class with respect
to matters as to which their interests are not identical to those of
shareholders of other classes of the Trust, including any change of investment
policy requiring the approval of shareholders.

Except as described below, whenever the Trust is requested to vote on a
fundamental policy of or matters pertaining to the Portfolios, the Trust will
hold a meeting of the Funds' shareholders and will cast its vote proportionately
as instructed by the Funds' shareholders. Fund shareholders who do not vote will
not affect the Trust's votes at the Portfolios meeting. The percentage of the
Trust's votes representing Fund shareholders not voting will be voted by the
Trustees of the Trust in the same proportion as the Fund shareholders who do, in
fact, vote. Subject to applicable statutory and regulatory requirements, the
Funds would not request a vote of their shareholders with respect to (a) any
proposal relating to the Portfolios, which proposal, if made with respect to the
Funds, would not require the vote of the shareholders of the Funds, or (b) any
proposal with respect to the Portfolios that is identical in all material
respects to a proposal that has previously been approved by shareholders of the
Funds. Any proposal submitted to holders in the Portfolios, and that is not
required to be voted on by shareholders of the Funds, would nonetheless be voted
on by the Trustees of the Trust.

The assets received by the Trust from the issue and sale of shares of
each Fund, and all income, earnings, profits and proceeds thereof, subject only
to the rights of creditors, are especially allocated to that Fund and constitute
the underlying assets of such Fund. The underlying assets of each Fund are
required to be segregated on the books of account and are to be charged with the
expenses of the Trust. Any general expenses of the Trust not readily
identifiable as belonging to a particular Fund shall be allocated by or under
the direction of the Trustees in such a manner as the Trustees determine to be
fair and equitable, taking into consideration, among other things, the nature
and the type of expense and the relative size of the Funds.

Each share of a Fund has equal dividend, redemption and liquidation
rights with other shares of that Fund. Under the Trust's Amended and Restated
Master Trust Agreement, no annual or regular meeting of shareholders is
required. Thus, there will ordinarily be no annual shareholders meeting unless
otherwise required by the 1940 Act. Special meetings of shareholders may be
called from time to time for purposes such as electing or removing Trustees,
changing a fundamental policy or approving an investment advisory agreement.

The Board will be a self-perpetuating body until fewer than 50% of the
Trustees serving as such are Trustees who were elected by shareholders. At that
time, another meeting of shareholders will be called to elect Trustees. Under
the Master Trust Agreement and the 1940 Act, any Trustee may be removed by votes
of two-thirds of the outstanding Trust shares, and holders of ten percent or
more of the outstanding shares of the Trust can require the Trustees to call a
meeting of shareholders for the purpose of the removal of one or more Trustees.
Whenever ten or more shareholders of the Trust who have been such for at least
six months, and who hold in the aggregate shares having a net asset value of at
least $25,000 or which represent at least 1% of the outstanding shares,
whichever is less, apply to the Trustees in writing stating that they wish to
communicate with other shareholders with a view to obtaining signatures to
request a meeting, and such application is accompanied by a form of
communication and request which they wish to transmit, the Trustees shall within
five (5) Trust Business Days after receipt of such application either (1) afford
to such applicants access to a list of the names and addresses of all
shareholders as recorded on the books of the Trust; or (2) inform such
applicants as to the approximate number of shareholders of record and the
approximate cost of mailing to them the proposed communication or form of
request.

Shares do not have cumulative voting rights, which means that in
situations in which shareholders elect Trustees, holders of more than 50% of the
shares voting for the election of Trustees can elect 100% of the Trust's
Trustees, and the holders of less than 50% of the shares voting for the election
of Trustees will not be able to elect any person as a Trustee.

The Portfolio and its Investors

The Portfolios are series of the International Currency Fund (the
"Portfolio Trust") which like the Trust, is an open-end management investment
company under the 1940 Act, and intends to be treated as a partnership for tax
purposes. The Portfolio Trust was organized as a Delaware business trust under
the laws of the State of Delaware on August 13, 1996. The Portfolio Trust's
Master Trust Agreement provides that the Portfolio Trust may establish and
designate separate series of the Portfolio Trust. The Portfolio Trust has
established four series and may establish additional series at any time. No
series of the Portfolio Trust has any preference over any other series. Under
the terms of the Portfolio Trust's Master Trust Agreement, the affairs of the
Portfolios are managed under the supervision of the Trustees of the Portfolio
Trust.

Interests in the Portfolios have no preemptive or conversion rights,
and are fully paid and non-assessable, except as set forth below. The Portfolio
Trust normally will not hold meetings of holders of such interests except as
required under the 1940 Act. The Portfolio Trust would be required to hold a
meeting of holders in the event that at any time less than a majority of its
Trustees holding office had been elected by holders. The Trustees of the
Portfolio Trust continue to hold office until their successors are elected and
have qualified. A Trustee of the Portfolio Trust may be removed upon a majority
vote of the interests held by holders in the Portfolio Trust qualified to vote
in the election. The 1940 Act requires the Portfolio Trust to assist its holders
in calling such a meeting. Upon liquidation of a Portfolio, holders in the
Portfolio would be entitled to share pro rata in the net assets of the Portfolio
Trust available for distribution to holders.

Investors in other series of the Portfolio Trust will not be involved
in any vote involving only Portfolios in which they do not invest. Investors of
all of the series of the Portfolio Trust will, however, vote together to elect
Trustees of the Portfolio Trust and for certain other matters affecting the
Portfolio Trust. As provided by the 1940 Act, under certain circumstances, the
shareholders of one or more series could control the outcome of these votes.

Each holder in a Portfolio is entitled to vote in proportion to its
percentage interest in such Portfolio.

INFORMATION CONCERNING THE MASTER-FEEDER FUND STRUCTURE

Each of the Funds seeks to achieve its investment objectives by
investing all of its Investable Assets in the Portfolio which has the same
investment objectives as such Fund and invests solely in assets denominated in
that Fund's designated currency. These Portfolios in

<PAGE> 61
turn invest in securities that are consistent with those objectives. In addition
to selling beneficial interests to the Funds, the Portfolios may sell beneficial
interests to other mutual funds or institutional investors. Such investors will
invest in the Portfolios on the same terms and conditions and will pay a
proportionate share of the Portfolios' expenses. However, the other investors
investing in the Portfolios are not required to sell their shares at the same
public offering price as the Funds due to the imposition of sales commissions
and variations in other operating expenses. Therefore, investors in the Funds
should be aware that these differences may result in differences in returns
experienced by investors in the different funds that invest in the Portfolios.
Such differences in returns are also present in other mutual fund structures.
Information concerning other holders of interests in the Portfolios is available
from the Administrator by calling 1-800-824-3863.

Smaller funds investing in the Portfolios may be materially affected by
the actions of larger funds investing in the Portfolios. For example, if a large
fund withdraws from a Portfolio, the remaining funds investing in that Portfolio
may experience higher pro rata operating expenses, thereby producing lower
returns (however, this possibility exists as well for traditionally structured
funds that have large institutional investors). Additionally, because the
Portfolio would have fewer assets in such a case, it may become less
diversified, resulting in increased portfolio risk. Also, funds with a greater
pro rata ownership in such a Portfolio could have effective voting control of
the operations of that Portfolio. Except as permitted by the SEC, whenever the
Trust is requested to vote on matters pertaining to the Portfolios (other than a
vote by the Funds to continue operations of the Portfolios upon the withdrawal
of another investor in the Portfolios), the Trust will hold a meeting of
shareholders of the Funds and will cast all of its votes in the same proportion
as the votes of the Funds' shareholders. The percentage of the Trust's votes
representing Funds shareholders not voting will be voted by the Trustees or
officers of the Trust in the same proportion as the shareholders of the Funds
who do, in fact, vote. Shareholders of the Funds who do not vote will not affect
the Trust's votes at the Portfolios' meetings.

A Fund may withdraw its investment from a Portfolio at any time, if the
Board of Trustees of the Trust determines that it is in the best interests of
the shareholders of that Fund to do so. Upon any such withdrawal, the Board of
trustees of the Trust would consider what action might be taken, including
investing all the Investable Assets of that Fund in another pooled investment
entity having the same investment objectives as the Fund or retaining State
Street Bank and Trust Company or another investment adviser to manage the Fund's
assets directly in accordance with the investment policies described above with
respect to the relevant Portfolio. Any such withdrawal could result in
distributions to such Fund from the Portfolio "in kind" of portfolio securities
(as opposed to a cash distribution) to the extent permitted by the 1940 Act, or
rules adopted thereunder. If securities are distributed, such Fund could incur
brokerage, tax or other charges in converting the securities to cash. In
addition, the distribution in kind may result in a less diversified portfolio of
investments or adversely affect the liquidity of that Fund. Notwithstanding the
above, there are other means for meeting redemption requests, such as borrowing.

<PAGE> 62

The Funds' investment objectives are fundamental policies and may not
be changed without the approval of the Funds' shareholders. The investment
objectives of the Portfolios' are not fundamental policies and may be changed
without the approval of the investors in the Portfolio. Shareholders of a Fund
will receive 30 days prior written notice with respect to any change in the
investment objective of its corresponding Portfolio. See "Investment Objective"
and "Investment Policies and Restrictions" for a description of the fundamental
policies of the Portfolios that cannot be changed without approval of the "vote
of a majority of the outstanding voting securities" (as defined in the 1940 Act)
of the Portfolios.

For descriptions of the investment objectives, policies and
restrictions of the Portfolios, see "Investment Objectives, Policies and
Restrictions."

ITEM 18. PURCHASE, REDEMPTION, AND PRICING OF SHARES.

REDEMPTION OF SHARES

Detailed information on redemption of shares is included in Part A.

The Trust intends to pay in cash in the designated currency of the Fund
from which shares are redeemed for all Fund shares redeemed, but under certain
conditions, the Trust may make payment wholly or partly in portfolio securities
from the Portfolio, in conformity with the applicable SEC rule. Portfolio
securities paid upon redemption of Fund shares will be valued at their then
current market value. The Trust, on behalf of each of its series, has elected to
be governed by the provisions of Rule 18f-1 under the 1940 Act which contains a
formula for determining the minimum amount of cash which may be paid as part of
any redemption. In effect, cash payments to any shareholder during any 90-day
period may be limited to the lesser of $250,000 or 1% of the Fund's net asset
value at the beginning of such period.

An investor may incur brokerage costs in converting portfolio
securities received upon redemption to cash. The Portfolio Trust has advised the
Trust that the Portfolio Trust will not redeem in-kind except in circumstances
in which the Fund is permitted to redeem in-kind or except in the event the Fund
completely withdraws its interest from the Portfolio. When redemption proceeds
are paid in portfolio securities, brokerage costs may be incurred by the
investor in converting the securities to currency. For further information
concerning redemptions in portfolio securities, shareholders should telephone
the Administrator. Redemption in portfolio securities will be made by delivery
to the shareholder, or to another party at the shareholder's direction, of
portfolio securities (together with a cash payment in the Fund's designated
currency equal to the value and in lieu of any fractional securities required to
be delivered) with a value determined at the time the redemption is made to
equal the aggregate net asset value of the Fund shares being redeemed next
determined following receipt of the redemption request.

To the extent permitted by applicable law, the right of redemption with
respect to a Fund may be suspended or the date of payment postponed for more
than seven days when

<PAGE> 63

trading in the markets in which the Fund's securities are traded is restricted
or for a period during which an emergency exists as a result of which disposal
by the Fund of its securities is not reasonably practicable or it is not
reasonably practicable for the Fund fairly to determine the value of its assets.
In addition, the right of redemption may be suspended or the date of payment
postponed for such other periods as the SEC by order may permit to protect the
Trust's shareholders.

Neither the Trust nor its service contractors will be responsible for
any loss or expense for acting upon telephone instructions that are believed to
be genuine. In attempting to confirm that telephone instructions are genuine,
the Trust will use procedures considered reasonable. These procedures include
recording all telephone conversations, sending confirmations to shareholders
within 72 hours of the telephone transaction, verifying the account name and a
shareholder's account number or tax identification number and sending redemption
proceeds only to the address of record or to a previously authorized bank
account. To the extent that the Trust does not use reasonable procedures to form
its belief, it and/or its service contractors may be responsible for
instructions that are fraudulent or unauthorized.

CALCULATION OF NET ASSET VALUE

The net asset value of the Portfolios and of shares of the Funds is
determined by the Administrator (as agent for the Funds and the Portfolios). The
Funds and the Portfolios will only price their respective shares or interests on
Trust Business Days (as such term is defined in the Prospectus).

It is anticipated that each Portfolio will utilize the amortized cost
method of valuation as a reasonable means of approximating the market value of
each Portfolio's assets. With respect to the U.S. Dollar Fund and its
corresponding Portfolio, the valuation of the instruments held by the U.S.
Dollar Portfolio at amortized costs is permitted in accordance with Rule 2a-7
under the 1940 Act. On September 26, 1997, the Trust received a "no-action"
letter from the Division of Investment Management of the Securities and Exchange
Commission which permits the Pound Sterling Fund, the Euro Fund's predecessor,
the Deutsche Mark Fund, and the Canadian Dollar Fund and their corresponding
Portfolios to operate in accordance with Rule 2a-7, except that each such
Portfolio is permitted (a) to invest in securities denominated in its own
designated currency, and (b) to treat Designated Government Securities
comparably to the way U.S. government securities are treated by U.S.
Dollar-denominated money market funds. On December 2, 1998, the Trust also
received comparable no-action relief with respect to the Euro Fund.

The amortized cost of an instrument is determined by valuing it at cost
originally and thereafter accrediting any discount or amortizing any premium
from its face value at a constant rate until maturity, regardless of the effect
of fluctuating interest rates on the market value of the instrument. Although
the amortized cost method provides certainty in valuation, it may result at
times in determinations of value that are higher or lower than the price the
Portfolios

<PAGE> 64

would receive if the instruments were sold. Consequently, changes in the market
value of instruments held by the Portfolios during periods of rising or falling
interest rates will not be reflected either in the computation of net asset
value of the Portfolios or in the daily computation of its net investment
income.

The procedures of the Funds and the Portfolios are designed to
facilitate, to the extent reasonably possible, the maintenance of the Funds'
price per share, as computed for the purpose of the distribution and redemption
of shares, at E1.00 in the case of the Euro Fund, at US$1.00 in the case of the
U.S. Dollar Fund, at C$1.00 in the case of the Canadian Dollar Fund and at
(pound)1.00 in the case of the Pound Sterling Fund (the "Stabilized Prices").
These procedures include review of the Portfolios' holdings by the Trustees of
the Portfolio Trust and Trust, at such intervals as they may deem appropriate,
to determine whether the Portfolios' net asset values calculated by using
readily available market quotations deviates from the valuation based on
amortized cost, and, if so, whether such deviation may result in material
dilution or is otherwise unfair to existing shareholders. In the event that the
Trustees of the Portfolio Trust and Trust determine that such a deviation
exists, they will take such corrective action as they consider to be necessary
or appropriate, which action could include the sale of instruments held by the
Portfolios prior to maturity (to realize capital gains or losses); the
shortening of average portfolio maturity; withholding dividends; redemption of
shares in kind; or establishing a net asset value per share by using readily
available market quotations. Shareholders of a Portfolio would be notified of a
decision by the Board of Trustees to discontinue the use of the amortized cost
method with respect to such Portfolio. The form of notification would depend on
the context of such a decision and could include, for example, the mailing of
written notifications and/or the issuance of a press release.

Since the net investment income of each Fund is declared as a dividend
each time such income is determined, the net asset value per share of each Fund
remains at its respective Stabilized Price immediately after such determination
and dividend declaration. It is expected that each Fund's net investment income
will be positive each time it is determined. However, if because of realized
losses on sales of portfolio investments, a sudden rise in interest rates,
default by an issuer of a portfolio security, or for any other reason the net
investment income of each Portfolio determined at any time is a negative amount,
such Portfolio will offset such amount allocable to each then shareholder's
account from dividends accrued with respect to such account. If at the time of
payment of a dividend (either at the regular dividend payment date, or, in the
case of an interest holder who is withdrawing all or substantially all of such
shareholder's interest in an account, at the time of redemption), such negative
amount exceeds a shareholder's accrued dividends, the relevant Portfolio will
reduce the interest by treating the shareholder as having contributed to the
capital of that Portfolio that amount of its interest which represents the
amount of the excess. Each shareholder is deemed to have agreed to such
contribution in these circumstances by his or her investment in the relevant
Fund.

Should the Portfolios incur or anticipate any unusual or unexpected
significant expense, loss or depreciation which would affect disproportionately
the Funds' net investment income for a particular period, the Trustees of the
Portfolio Trust and Trust would at that time

<PAGE> 65

consider whether to adhere to its daily dividend policy or to revise it in the
light of the then prevailing circumstances. Such expenses, losses or
depreciation may nevertheless result in a shareholder receiving no dividends for
the period during which the shares are held and in receiving upon redemption a
price per share lower than the purchase price of such shares.

ITEM 19. TAXATION OF THE FUND.

TAXATION

The following discussion is only a summary of certain tax issues that
may be of interest to shareholders. All shareholders are urged to consult their
tax advisers for further information concerning the tax consequences of
investing in the Trust.

Taxation of the Trust

Under Subchapter M of the Internal Revenue Code, each Fund of the Trust
is to be treated as a separate corporation for U.S. Federal income tax purposes.
It is intended that each Fund will qualify for each fiscal year as a "regulated
investment company" under the Internal Revenue Code by complying with certain
requirements of the Internal Revenue diversification of assets, and distribution
of income to shareholders, although no assurance can be given in this regard. As
regulated investment companies, the Funds will not be liable for U.S. Federal
income taxes on the net investment income and capital gain distributed to
shareholders in accordance with the applicable provisions of the Internal
Revenue Code. Since it is intended that each Fund will distribute all of its net
income and net capital gain each year, each Fund should avoid all U.S. Federal
income taxes.

Under current law, interest derived by the Funds from sources outside
the United States may be subject to non-U.S. withholding taxes. To the extent
any such withholding tax does arise, it may be possible to reduce or eliminate
it under the terms of applicable United States income tax treaties. If it is
subject to any such withholding tax, the Trust intends to undertake the
procedural steps required to claim the benefits of such treaties. If any
non-U.S. taxes are paid by a Fund and, as is expected, more than 50% in value of
the Fund's total assets at the close of any taxable year consists of securities
of non-U.S. banks or corporations, the Fund may elect to treat any non-U.S.
taxes paid by it as paid by its shareholders with the consequences described
under "U.S. Federal Income Taxation of U.S. Shareholders" below.

<PAGE> 66

Each Fund will determine its income in terms of its designated currency
and, in the case of each Fund other than the U.S. Dollar Fund, will translate
its net income for each year from its designated currency into U.S. dollars for
U.S. Federal income tax purposes. Under current Treasury regulations, regulated
investment companies are normally required to recognize for U.S. Federal income
tax purposes income or loss attributable to changes in exchange rates between
the U.S. dollar and the Fund's designated currency (i.e., currency gain or loss)
absent a ruling to the contrary from the Internal Revenue Service. Recognition
of currency gain in excess of currency loss in any given year would require the
affected Fund to pay dividends in excess of its interest income in order to pay
out all income as calculated for U.S. Federal income tax purposes. In reliance
upon a ruling from the Internal Revenue Service, the Trust calculates the income
of each Fund without recognizing currency gain or loss.

U.S. Federal Income Taxation of U.S. Shareholders

Dividends paid by each Fund out of its net investment income and net
realized short-term capital gain, if any, are taxable to the U.S. shareholders
of the Fund (i.e., a United States corporation or an individual who is a citizen
or resident of the United States) as ordinary income. Dividends to corporate
shareholders will not be eligible for the dividends received deduction. To the
extent that the Trust elects to declare certain dividends in October, November
or December and to distribute them to the shareholders the following January,
the dividends would be included in the income of the shareholders as if received
in December.

A U.S. shareholder of a Fund, other than the U.S. Dollar Fund,
generally will recognize gain or loss on a sale or redemption of shares in
respect of any appreciation or depreciation in the U.S. dollar value of the
shares from the time the shares are acquired to the time of disposition. In
general, that gain or loss will be capital gain or loss. In addition, as
discussed above, in the absence of the continued availability of a ruling from
the Internal Revenue Service, each Fund, other than the U.S. Dollar Fund, would
be required to recognize currency gain or loss. Recognition by a Fund of
currency gain in excess of currency loss in any given year would result in the
shareholders of that Fund recognizing ordinary dividend income in addition to
the daily dividends that are attributable to the Fund's interest income. Any
such additional dividends would increase a shareholder's basis in the shares and
would affect the shareholder's calculation of capital gain or loss on
disposition of the shares.

The Trust is required by U.S. Federal law to withhold 31% of reportable
payments (which may include dividends, capital gains distributions and
redemptions) paid to a non-corporate shareholder unless the shareholder
certifies on its Application Agreement that the social security or tax
identification number provided is correct and that the shareholder is not
subject to 31% backup withholding for prior under-reporting to the Internal
Revenue Service.

Each Fund may be able to elect to pass through to its shareholders
non-U.S. taxes paid by the Portfolio. Shareholders of each Fund that so elects
will be required to include in

<PAGE> 67

income (in addition to any dividends the shareholders receive) their
proportionate shares of the amount of non-U.S. taxes paid by the Portfolio and
will be entitled to claim either a credit or a deduction for their shares of
such taxes in computing their U.S. Federal income tax liability. Availability of
such a credit or deduction is subject to certain limitations. Shareholders will
be informed each year in which a Fund makes such an election regarding the
amount and nature of non-U.S. taxes to be included in their income. Dividends
from a Fund will be considered to be from U.S. sources if an election to pass
through non-U.S. taxes is not made. If such an election is made, dividends from
those Funds will be generally considered to be from non-U.S. sources for
purposes of computing the limitation of the Federal foreign tax credit.

Reports containing appropriate information with respect to the U.S.
Federal income tax status of dividends and distributions paid during the year by
each Fund will be mailed to shareholders shortly after the close of each year.

U.S. Federal Income Taxation of Non-U.S. Shareholders

Non-U.S. shareholders who are not engaged in a U.S. trade or business
or whose distributions from a Fund are not effectively connected with the
conduct of such a trade or business will be generally subject to U.S.
withholding tax at the rate of 30% (or a lower rate under an applicable U.S.
income tax treaty) on dividends of net investment income received from the Trust
(including for this purpose any dividends deemed resulting from a Fund's
election to treat non-U.S. taxes paid by it as paid by its shareholders and, if
the Funds are required to recognize currency gain or loss, any dividends that a
Fund, other than the U.S. Dollar Fund, declares as a consequence of recognizing
currency gain in excess of currency loss for a particular year). Any gains
realized from the redemption, sale or exchange of shares will generally not be
subject to U.S. tax for those non-U.S. shareholders. In the case of individual
shareholders who fail to furnish the Trust with certain required certifications
regarding their foreign status, the Trust may be required to impose backup
withholding of U.S. tax at the rate of 31% on the proceeds of redemptions and
exchanges.

If the dividends received from a Fund or gains realized upon the
redemption, exchange or other taxable disposition of Fund shares are effectively
connected with a U.S. trade or business of the shareholder, then all such
dividends and gains will be subject to U.S. Federal income tax at the graduated
rates applicable to U.S. shareholders, although the tax may be eliminated under
the terms of an applicable U.S. income tax treaty. Non-U.S. corporate
shareholders may also be subject to the U.S. branch profits tax in respect of
those dividends and gains.

Non-U.S. shareholders are advised to consult their tax advisers for
further information concerning the U.S. Federal and foreign tax consequences of
investing in the Trust.

<PAGE> 68

Item 20. Underwriters.

Distributor of the Trust

BISYS Fund Services Limited Partnership (the "Distributor"), whose
address is 3435 Stelzer Road, Suite 1000, Columbus, OH 43219 acts as distributor
of shares of the Funds. The Distributor is a wholly-owned subsidiary of The
BISYS Group, Inc.

Pursuant to a Distribution Agreement dated December 1, 1998, the
Distributor acts as agent for the distribution of Fund shares and makes a
continuous offering of Fund shares during the term of the Agreement. Unless
otherwise terminated, the Distribution Agreement remains in effect with respect
to each Fund from year to year for successive annual periods if approved at
least annually (i) by the Board of Trustees or by the vote of a majority of the
outstanding shares of the Fund, and (ii) by the vote of a majority of the
Trustees who are not parties to the Distribution Agreement or interested persons
(as defined in the 1940 Act) of any party to the Distribution Agreement, cast in
person at a meeting called for the purpose of voting on such approval. The
Distribution Agreement is terminable at any time with respect to a Fund on 60
days' written notice without penalty by the Trustees, by a vote of a majority of
the shareholders of the Fund, or by BISYS on 60 days' written notice. The
Distribution Agreement may be terminated in the event of any assignment, as
defined in the 1940 Act. Pursuant to the Distribution Agreement, the Fund has
agreed to indemnify BISYS to the extent permitted by applicable law against
certain liabilities under the Securities Act and the 1940 Act.

In its capacity as Distributor, BISYS solicits orders for the sale of
shares (but is not obligated to sell a specified number of shares), advertises
and pays the cost of advertising, office space and the personnel involved in
such activities.

Under the terms of the Distribution Agreement and in accordance with
the 12b-1 Plan, for each Fund's Global Service Shares class, each
Fund reimburses the Distributor's (i) direct out-of-pocket expenditures incurred
in connection with the distribution and marketing of shares and the servicing of
investor accounts, including expenses relating to the formulation and
implementation of marketing strategies and promotional activities such as direct
mail promotions and television, radio, newspaper, magazine and other mass media
advertising, the preparation, printing and distribution of sales literature, the
preparation, printing and distribution of the Fund's prospectuses, Statements of
Additional Information and reports to recipients other than existing
shareholders of the Fund, and obtaining such information, analyses and reports
with respect to marketing and promotional activities and investor accounts as
the Trust may, from time to time, deem advisable; (ii) expenses incurred in
connection with the promotion and sale of the shares, including, without
limitation, Distributor's expenses for rent, office supplies, equipment, travel,
communication, compensation, and benefits for sales personnel; and (iii) payment
of any fees and expenses to shareholder servicing agents, including any
investment adviser of the Portfolio Trust, the Trust or their affiliates, that
have entered into shareholder servicing agreements with the Trust pursuant to
which the shareholder servicing agents may provide various shareholder services
with respect to shares held by or for customers of the shareholder servicing
agents.

Item 21. Calculation of Performance Data.

PERFORMANCE INFORMATION

Performance will vary from time to time and past results are not
necessarily representative of future results. Investors should remember that
performance is a function of portfolio management in selecting the type and
quality of portfolio securities and is affected by operating expenses.
Performance information, such as that described below, may not provide a basis
for comparison with other investments or other investment companies using a
different method of calculating performance.

Each of the Funds may provide current annualized and effective
annualized yield quotations based on its daily dividends. These quotations may
from time to time be used in advertisements, shareholder reports or other
communications to shareholders.

Any current yield quotation of a Fund which is used in such a manner as
to be subject to the provisions of Rule 482(d) under the Securities Act of 1933,
as amended, shall consist of an annualized historical yield, carried at least to
the nearest hundredth of one percent on a specific seven calendar day period and
shall be calculated by dividing the net change during the seven day period in
the value of an account having a balance of one share at the beginning of the
period by the value of the account at the beginning of the period, and
multiplying the quotient by 365/7. For this purpose, the net change in account
value would reflect the value of additional shares purchased with dividends
declared on the original share and dividends declared on both the original share
and any such additional shares, but would not reflect any realized gains or
losses from the sale of securities or any unrealized appreciation or
depreciation on portfolio securities. In addition, any effective annualized
yield quotation used by the Trust shall be calculated by compounding the current
yield quotation for such period by adding 1 to the product, raising the sum to a
power equal to 365/7, and subtracting 1 from the result. A one day yield
quotation is determined by taking one-seventh of the most recent calculated
seven day yield.

Although published yield information is useful to investors in
reviewing a Fund's performance, investors should be aware that a Fund's yield
fluctuates from day to day and that a Fund's yield for any given period is not
an indication or representation by the Trust of future yields or rates of return
on shares. The yield of each Fund is not fixed or guaranteed. Accordingly, a
Fund's yield information may not necessarily be used to compare its shares with
investment alternatives which, like money market instruments or bank accounts,
may provide a fixed rate of interest. In addition, investments in the Trust are
not insured or guaranteed, so a Fund's yield information may not necessarily be
used to compare such Fund with investment alternatives which are insured or
guaranteed.

Each Fund's investment results will vary from time to time depending
upon market conditions, the composition of the Fund's Corresponding Portfolio's
portfolio and operating expenses of the Fund, so that current or past yield
should not be considered representations of what an investment in a Fund may
earn in any future period. These factors and possible

<PAGE> 69

differences in the methods used in calculating investment results should be
considered when comparing a Fund's investment results with those published for
other investment companies and other investment vehicles. A Fund's results also
should be considered relative to the risks associated with such Fund's
investment objectives and policies. Each Fund and the Distributor may from time
to time compare the Funds with the following:

(1) Various Salomon Brothers World Bond Indices, which measure the
total return performance of high-quality securities in major
sections of the worldwide bond markets.

(2) The Shearson Lehman Government Corporate Bond Index, which is
a comprehensive measure of all public obligations of the U.S.
Treasury (excluding flower bonds and foreign targeted issues),
all publicly issued debt of agencies of the U.S. government
(excluding mortgage backed securities), and all public, fixed
rate, non-convertible investment grade domestic corporate debt
rated at least Aa by Moody's or AA by S&P, or, in the case of
bonds not rated by Moody's or S&P, BBB by Fitch Investors
Service (excluding Collateralized Mortgage Obligations).

(3) Average of Savings Accounts, which is a measure of all kinds
of savings deposits, including longer-term certificates (based
on figures supplied by the U.S. League of Savings
Institutions). Savings accounts offer a guaranteed rate of
return on principal, but no opportunity for capital growth.
During a portion of the period, the maximum rates on some
savings deposits were fixed by law.

(4) The Consumer Price Index, which is a measure of the average
change in prices over time in a fixed market basket of goods
and services (e.g., food, clothing, shelter, fuels,
transportation fares, charges for doctors' and dentists'
services, prescription medicines, and other goods and services
that people buy for day-to-day living).

(5) Data and mutual fund rankings and comparisons published and
prepared by Lipper, Inc. ("Lipper"), Morningstar Inc.
("Morningstar"), Micropal, Inc. ("Micropal"), CDA Investment
Technologies, Inc. ("CDA"), Wiesenberger Investment Company
Services ("Wiesenberger") and/or other companies that rank or
compare mutual funds by overall performance, investment
objectives, assets, expense levels, periods of existence
and/or other factors. In this regard, each Fund may be
compared to its "peer group" as defined by Lipper,
Morningstar, Micropal, CDA, Wiesenberger and/or other firms,
as applicable or to specific funds or groups of funds within
or without such peer group.

(6) Bear Stearns Foreign Bond Index, which provides simple average
returns for individual countries and a GNP-weighted index,
beginning in 1975. The returns are broken down by local market
and currency.

<PAGE> 70

(7) Ibbottson Associates International Bond Index, which provides
a detailed breakdown of local market and currency returns
since 1960.

Indices prepared by the research departments of such financial
organizations as Salomon Brothers, Inc.; Merrill Lynch, Pierce, Fenner & Smith,
Inc.; Bear Stearns & Co., Inc.; Morgan Stanley; and Ibbottson Associates may be
used, as well as information provided by the Federal Reserve Board. In addition,
performance rankings and ratings reported periodically in national financial
publications, including but not limited to Money Magazine, Forbes, Business
Week, The Wall Street Journal and Barrons's may also be used.

<PAGE> 71
PART C

Item 23. Exhibits.

Exhibit No. Description
- ----------- -----------

A1 Master Trust Agreement incorporated by reference to Exhibit 1
to Pre-Effective Amendment No. 1 to the Registration Statement
filed via EDGAR on November 25, 1996.

A2 Amendment No. 1 to the Master Trust Agreement incorporated by
reference to this exhibit number to Post-Effective Amendment
No. 4 to the Trust's Registration Statement filed via EDGAR on
January 26, 1999.

A3 Amendment No. 2 to the Master Trust Agreement incorporated by
reference to this exhibit number to Post-Effective Amendment
No. 4 to the Trust's Registration Statement filed via EDGAR on
January 26, 1999.

A4 Amendment No. 3 to the Master Trust Agreement incorporated
by reference to this exhibit number to Post-Effective
Amendment No. 4 to the Trust's Registration Statements
filed via EDGAR on January 26, 1999.

B By-Laws of the Trust incorporated by reference to Exhibit 2 to
Pre-Effective Amendment No. 1 to the Registration Statement
filed via EDGAR on November 25, 1996.

C Sections 4.2(d), 4.2(e), 4.2(f), 4.2(i), 4.2(j), 4.2(k),
4.2(m), 4.6, 6.3, 6.5, 6.6, 7.1, 7.2 and 7.3 and Article 5 of
the Master Trust Agreement are incorporated herein by
reference.

D1 Investment Advisory Contract between the International
Currency Fund and State Street Bank and Trust Company
incorporated by reference to this exhibit number to
Post-Effective Amendment No. 4 to the Trust's Registration
Statement filed via EDGAR on January 26, 1999.

D2 Form of Sub-Advisory Agreement between State Street Bank and
Trust Company and State Street Global Advisors United Kingdom
Limited with respect to the International Currency Fund
incorporated by reference to this exhibit number to
Post-Effective Amendment No. 4 to the Trust's Registration
Statement filed via EDGAR on January 26, 1999.

E Not applicable.

F Not applicable.

G Custody Agreement between the Trust and The Chase Manhattan
Bank incorporated by reference to Exhibit 8 to Pre-Effective
Amendment No. 2 to the Registration Statement filed via EDGAR
on February 4, 1997.

H1 Transfer Agency and Service Agreement between the Trust and
BISYS Fund Services, Inc. incorporated by reference to
Pre-Effective Amendment No. 2 to the Registration Statement
filed via EDGAR on February 4, 1997.

<PAGE> 72

Exhibit No. Description
- ----------- -----------

H2 Administration Agreement between the Trust and BISYS
Fund Services Ohio, Inc. filed herewith.

H3 Fund Accounting Agreement between the Trust and BISYS Fund
Services, Inc. Incorporated filed herewith.

H4 Feeder Fund Management Services Agreement between the Trust
and State Street Bank and Trust Company incorporated by
reference to this exhibit number to Post-Effective Amendment
No. 4 to the Trust's Registration Statement filed via EDGAR on
January 26, 1999.

H5 Form of Shareholder Servicing Agreement incorporated by
reference to this exhibit number to Post-Effective Amendment
No. 4 to the Trust's Registration Statement filed via EDGAR on
January 26, 1999.

I Not applicable.

J Not applicable.

K Not applicable.

L Purchase agreements with respect to initial capital between
the Trust and Five Arrows House Investments Limited
incorporated by reference to Exhibit 13 to Pre-effective
Amendment No. 2 to the Registration Statement filed via EDGAR
on February 4, 1997.

M Plan pursuant to Rule 12b-1 incorporated by reference to this
exhibit number to Post-Effective Amendment No. 4 to the
Trust's Registration Statement filed via EDGAR on January 26,
1999.

N Financial Data Schedules for the U.S. Dollar Fund filed
herewith.

O Plan for the issuance and distribution of multiple classes of
shares pursuant to Rule 18f-3 incorporated by reference to
Exhibit 18 to Pre-Effective Amendment No. 2 to the
Registration Statement filed via EDGAR on February 4, 1997.

<PAGE> 73

Item 24. Persons Controlled by or Under Common Control with Trust.

As of April 1, 1999, the Euro Fund and the Canadian Dollar Fund (each a
"Fund"), series of shares of the Trust, owned approximately 50% of the value of
the outstanding interests in their corresponding Portfolios of the International
Currency Fund ("Master Fund") which invest in securities denominated in their
respective Designated Currencies. FRIMC owned 66.7%, 74%, 62.6% and 53.2%
respectively of each of the Funds and BISYS Fund Services owned 33.3%, 26%,
37.4% and 46.6% respectively of each of the Funds. Both FRIMC and BISYS Fund
Services may be deemed to be in control of the U.S. Dollar, Pound Sterling, Euro
and Canadian Dollar Funds as control is defined in the 1940 Act.

Item 25. Indemnification.

Under Article VI of the Trust's Agreement and Declaration of Trust, any
present or former Trustee, Officer, agent or employee or person serving in such
capacity with another entity at the request of the Trust ("Covered Person")
shall be indemnified against all liabilities, including, but not limited to,
amounts paid in satisfaction of judgments, in compromises or as fines or
penalties, and expenses, including reasonable legal and accounting fees, in
connection with the defense or disposition of any proceeding by or in the name
of the Trust or any shareholder in his capacity as such if: (i) a favorable
final decision on the merits is made by a court or administrative body; or (ii)
a reasonable determination is made by a vote of the majority of a quorum of
disinterested Trustees or by independent legal counsel that the Covered Person
was not liable by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in his office ("Disabling Conduct");
or (iii) a determination is made to indemnify the Covered Person under
procedures approved by the Board of Trustees which in the opinion of independent
legal counsel are not inconsistent with the Investment Company Act of 1940. Said
Article VI further provides that the Trust shall indemnify any Covered Person
against any such liabilities and expenses incurred in connection with the
defense or disposition of any other type of proceeding except with respect to
any matter as to which the Covered Person shall have engaged in Disabling
Conduct or shall have been finally adjudicated not to have acted in good faith
and in the reasonable belief that such Covered Person's action was in or not
opposed to the best interests of the Trust.

Item 26. Business and Other Connections of Investment Adviser.

State Street Global Advisors, the investment management division of
State Street Bank and Trust Company ("State Street") serves as investment
adviser to the Portfolios. State Street, a Massachusetts bank, currently manages
large institutional accounts and collective investment funds. The business,
profession, vocation or employment of a substantial nature which each director
or officer of the investment adviser is or has been, at any time during the past
two fiscal years, engaged for his own account or in the capacity of director,
officer, employee, partner or trustee, is as follows:

<PAGE> 74

Names, Business and Address Capacity with Adviser
--------------------------- ---------------------

Tenley E. Albright, MD Director
Chairman
Western Resources, Inc.
Two Commonwealth Avenue
Boston, MA 02116-3134

I. MacAlister Booth Director
Retired Chairman, President and CEO
Polaroid Corporation
P.O. Box 428 - 68 Barnes Hill Road
Concord, MA 01742

Marshall N. Carter Chairman and CEO
State Street Bank and Trust Company
225 Franklin Street - P.O. Box 351
Boston, MA 02110

Truman S. Casner Director
Partner, Ropes & Gray
One International Place - 37th Floor
Boston, MA 02110

Nader F. Darehshori Director
Chairman, President and CEO
Houghton Mifflin Company
222 Berkeley - 5th Floor
Boston, MA 02116-3764

Arthur L. Goldstein Director
Chairman and CEO
Ionics, Inc.
65 Grove Street
P.O. Box 9131
Watertown, MA 02272-9131

David P. Gruber Director
Chairman and CEO
Wyman-Gordon Company
244 Worchester Street
N. Grafton, MA 01536-8001

<PAGE> 75

Charles F. Kaye Director
Chairman
Transportation Investments, Inc.
101 Federal Street - Suite 1900
Boston, MA 02110

John M. Kucharski Director
Chairman and CEO
EG&G, Inc.
45 William Street
Wellesley, MA 02181

Charles R. LaMantia Director
President and CEO
Arthur D. Little, Inc.
25 Acorn Park
Cambridge, MA 02140

David B. Perini Director
Chairman
Perini Corporation
73 Mt. Wayte Avenue
Framingham, MA 01701

Dennis J. Picard Director
Chairman and CEO
Raytheon Company
141 Spring Street
Lexington, MA 02173

David A. Spina President and Chief
State Street Corporation Operating Officer
225 Franklin Street - P.O. Box 351
Boston, MA 02110

Diana Chapman Walsh Director
President
Wellesley College
106 Central Street
Wellesley, MA 02181

<PAGE> 76

State Street Global Advisors Ltd. United Kingdom (SSgAUK), an indirect
wholly-owned subsidiary of State Street, serves as sub-adviser to the
Portfolios. SSgAUK currently manages investment portfolios for and advises
pension funds, high net worth individuals and institutional and international
investors. The business, profession, vocation or employment of a substantial
nature which each executive director or officer of SSgAUK is or has been at
anytime during the past two fiscal years, engaged for his own account or in the
capacity of director, officer, employee, partner or trustee, is as follows:

Name, Business and Address Capacity with SSGAUK
-------------------------- --------------------

Timothy B. Harbert Executive Director
Executive Vice President
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

John R. Serhant Executive Director
Principal
State Street Global Advisors
225 Franklin Street
Boston, MA 02110

Nigel Wightman Executive Director
Managing Director
State Street Global Advisors United Kingdom Limited
King Street Advisors Limited
Almack House
28 King Street
London SWIY 6QW

Executive Director
State Street Bank Europe Limited
1 Royal Exchange Steps
Royal Exchange
London EC3V 3LE

Jean-Francois Schock Executive Director
Executive Director
State Street Global Advisors United Kingdom Limited
Almack House
28 King Street
London SWIY 6QW

<PAGE> 77

Alan Brown Executive Director
Executive Director
State Street Global Advisors United Kingdom Limited
King Street Advisors Limited
Almack House
28 King Street
London SWIY 6QW

Executive Director
European Direct Capital Management
Plankengasse 4/4, A-1010
Vienna, Austria

Executive Director
Advanced International Technology
311 Park Place Blvd
Suite 250
Clearwater, Florida 33759

Executive Director (until September 11, 1997)
State Street Unit Trust Management
One Canada Square
Canary Wharf
London

James Palmer Executive Director
Sales Director
LCF Edmond de Rothschild Fund Management Limited
Orion House
5 Upper St Martins Lane
London

Sales Director (until May 1998) Executive Director
American Baltic Securities Fund Limited
c/o Hemisphere Management Limited
P O Box HM 951, Hamilton HM DX, Bermuda

Paul Duncombe Executive Director

Kanesh Lakhani Executive Director

Patrick Waller Executive Director

<PAGE> 78
Item 27. Principal Underwriters.

(a) BISYS Fund Services Limited Partnership acts as the distributor and
principal underwriter for each of the Funds. It also acts as principal
underwriter to the following other investment companies:

Alpine Equity Trust

American Performance Funds
AmSouth Mutual Funds
The BB&T Mutual Funds Group
The Coventry Group
ESC Strategic Funds, Inc.
The Eureka Funds

Fifth Third Funds
Hirtle Callaghan Trust
HSBC Funds Trust and HSBC Mutual Funds Trust
INTRUST Funds Trust
The Infinity Mutual Funds, Inc.
The Kent Funds
Magna Funds
Meyers Investment Trust
MMA Praxis Mutual Funds
M.S.D.&T. Funds
Pacific Capital Funds
The Parkstone Advantage
Funds Pegasus Funds
Puget Sound Alternative Investment Series Trust
Republic Advisor Funds Trust
Republic Funds Trust
The Riverfront Funds, Inc.
Sefton Funds Trust

Summit Investment Trust
Variable Insurance Trust
The Victory Portfolios
The Victory Variable Insurance Funds
Vintage Mutual Funds, Inc.

Mercantile Mutual Funds

10
<PAGE> 79

(b) The following information relates to the directors, officers and
partners of BISYS Fund Services Limited Partnership:

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address With Registrant With Underwriter
---------------- --------------- ----------------

<S> <C> <C>
WC Subsidiary Corporation None Sole General Partner
150 Clove Road
Little Falls, NJ 07424

BISYS Fund Services, Inc. None Sole Limited Partner
3435 Stelzer Road
Columbus, OH 43219
</TABLE>

Item 28. Location of Accounts and Records.

The accounts and records of the Trust are maintained at the offices of
the Trust at 3435 Stelzer Road, Columbus, OH 43219-3035.

Item 29. Management Services.

Not applicable.

Item 32. Undertakings.

Not applicable.

<PAGE> 80

SSGA INTERNATIONAL LIQUIDITY FUND

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940,
SSgA International Liquidity Fund has duly caused this Amendment No. 7 to its
Registration Statement under that Act to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 28th day of April, 1999.

SSGA INTERNATIONAL LIQUIDITY FUND

By: /s/ Peter B. Collacott
-----------------------------
Peter B. Collacott, President

<PAGE> 81

EXHIBITS

99h.1 Administration Agreement between the Trust and BISYS Fund
Services Ohio, Inc.

99h.2 Fund Accounting Agreement between the Trust and BISYS Fund Services,
Inc.

27 Financial Data Schedules for the U.S. Dollar Fund

<PAGE> 1

Exhibit 99h.1

ADMINISTRATION AGREEMENT

THIS AGREEMENT is made as of this 1st day of March, 1999, by and
between SSgA INTERNATIONAL LIQUIDITY FUND, a Delaware business trust (the
"Company"), and BISYS FUND SERVICES OHIO, INC. (the "Administrator"), an Ohio
corporation.

WHEREAS, the Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of several series of shares of beneficial interest ("Shares");
and

WHEREAS, Administrator is an affiliate of BISYS Fund Services Limited
Partnership, BISYS Fund Services, Inc. and BISYS Fund Services (Ireland) Limited
(each such entity and any other entity hereafter providing services under a
BISYS Agreement (as defined below) is hereinafter referred to as a "BISYS
Entity"); and

WHEREAS, concurrently herewith, Administrator and the other BISYS
Entities are entering into other agreements to provide services to the Company,
the International Currency Fund, and SSgA Cash Management Fund PLC (such
agreements and any other comparable agreements in effect from time to time being
referred to collectively as the "BISYS Agreements"); and

WHEREAS, the Company desires the Administrator to provide, and the
Administrator is willing to provide, management and administrative services to
such series of the Company as the Company and the Administrator may agree on
("Funds") and as listed on Schedule A attached hereto and made a part of this
Agreement, on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Company and the Administrator hereby agree as
follows:

ARTICLE 1. RETENTION OF THE ADMINISTRATOR. The Company hereby retains
the Administrator to act as the administrator of the Funds and to furnish the
Funds with the management and administrative services as set forth in Article 2
below. The Administrator hereby accepts such employment to perform the duties
set forth below. The Company consents to the performance of certain services
hereunder by Administrator's affiliate, BISYS Fund Services (Ireland) Limited
("BISYS Ireland"); provided, however, that Administrator shall be fully
responsible for the acts and omissions of BISYS Ireland and shall not be
relieved of any of its responsibilities hereunder by any such delegation.

The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Company in any way and shall
not be deemed an agent of the Company.
<PAGE> 2

ARTICLE 2. ADMINISTRATIVE SERVICES. The Administrator shall perform
administrative services in connection with the operations of the Funds, and, on
behalf of the Company, will investigate, assist in the selection of, supervise
the performance by and conduct relations with custodians, depositories,
accountants, legal counsel, underwriters, brokers and dealers, corporate
fiduciaries, insurers, banks and persons in any other capacity deemed to be
necessary or desirable for the Funds' operations. The Administrator shall
provide the Trustees of the Company with such reports regarding investment
performance as they may reasonably request but shall have no responsibility for
supervising the performance by any investment adviser or sub-adviser of its
responsibilities.

The Administrator shall provide the Company with regulatory reporting,
all necessary office space, equipment, personnel, compensation and facilities
(including facilities for Shareholders' and Trustees' meetings) for handling the
affairs of the Funds and such other services as the Administrator shall, from
time to time, determine to be necessary to perform its obligations under this
Agreement. In addition, at the request of the Board of Trustees, the
Administrator shall make reports to the Company's Trustees concerning the
performance of its obligations hereunder.

Without limiting the generality of the foregoing, the Administrator
shall:

(a) calculate contractual Company expenses and control all
disbursements for the Company, and, as appropriate, compute the
Company's yields, total return, expense ratios, portfolio turnover
rate and, if required, portfolio average dollar-weighted maturity;

(b) assist Company counsel with the preparation of prospectuses,
statements of additional information, registration statements and
proxy materials;

(c) prepare such reports, applications and documents (including reports
regarding the sale and redemption of Shares as may be required in
order to comply with Federal and state securities law) as may be
necessary or desirable to register the Company's Shares with state
securities authorities, monitor the sale of Company Shares for
compliance with state securities laws, and file with the
appropriate state securities authorities the registration
statements and reports for the Company and the Company's Shares and
all amendments thereto, as may be necessary or convenient to
register and keep effective the Company and the Company's Shares
with state securities authorities to enable the Company to make a
continuous offering of its Shares;

(d) develop and prepare, with the assistance of the Company's
investment adviser, communications to Shareholders, including the
annual report to Shareholders, coordinate the mailing of
prospectuses, notices, proxy statements, proxies and other reports
to Company Shareholders, and supervise and facilitate the proxy
solicitation process for all shareholder meetings, including the
tabulation of shareholder votes;

2
<PAGE> 3

(e) administer contracts on behalf of the Company with, among others,
the Company's investment adviser, distributor, custodian, transfer
agent and fund accountant;

(f) supervise the Company's transfer agent with respect to the payment
of dividends and other distributions to Shareholders;

(g) calculate performance data of the Funds for dissemination to
information services covering the investment company industry
including, without limitation, calculation of one, five and ten
year total returns and such other measures of performance
reasonably requested by the Company;

(h) coordinate and supervise the preparation and filing of the
Company's tax returns;

(i) examine and review the operations and performance of the various
organizations providing services to the Company or any Fund of the
Company, including, without limitation, the Company's investment
adviser, distributor, custodian, fund accountant, transfer agent,
outside legal counsel and independent public accountants, and, at
the request of the Board of Trustees, report to the Board on the
performance of organizations;

(j) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and printing of
the Company's semi-annual and annual reports to Shareholders;

(k) assist with the design, development, and operation of the Funds,
including new classes, investment objectives, policies and
structure;

(l) provide individuals reasonably acceptable to the Company's Board of
Trustees to serve as officers of the Company, who will be
responsible for the management of certain of the Company's affairs
as determined by the Company's Board of Trustees;

(m) advise the Company and its Board of Trustees on matters concerning
the Company and its affairs;

(n) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Company in
accordance with the requirements of Rules 17g-1 and 17d-1(7) under
the 1940 Act as such bonds and policies are approved by the
Company's Board of Trustees;

(o) monitor and advise the Company and its Funds on their registered
investment company status under the Internal Revenue Code of 1986,
as amended;

(p) perform all administrative services and functions of the Company
and each Fund to the extent administrative services and functions
are not provided to the Company or

3
<PAGE> 4

such Fund pursuant to the Company's or such Fund's distribution
agreement, transfer agent agreement and fund accounting agreement;

(q) furnish advice and recommendations with respect to other aspects of
the business and affairs of the Funds as the Company and the
Administrator shall determine desirable; and

(r) prepare and file with the SEC the semi-annual report for the
Company on Form N-SAR and all required notices pursuant to Rule
24f-2.

The Administrator shall perform such other services for the Company
that are mutually agreed upon by the parties from time to time. Such services
may include performing internal audit examinations; mailing the annual reports
of the Funds; preparing an annual list of Shareholders; and mailing notices of
Shareholders' meetings, proxies and proxy statements, for all of which the
Company will pay the Administrator's out-of-pocket expenses.

ARTICLE 3. ALLOCATION OF CHARGES AND EXPENSES.

(A) THE ADMINISTRATOR. The Administrator shall furnish at its own
expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator shall also provide the
items which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Company as well as all Trustees of the
Company who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Company retained by the Trustees of the
Company to perform services on behalf of the Company.

(B) THE COMPANY. The Company assumes and shall pay or cause to be paid
all other expenses of the Company not otherwise allocated herein, including,
without limitation, organization costs, taxes, expenses for legal and auditing
services, the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information, proxy
solicitation material and notices to existing Shareholders, all expenses
incurred in connection with issuing and redeeming Shares, the costs of custodial
services, the cost of initial and ongoing registration of the Shares under
Federal and state securities laws, fees and out-of-pocket expenses of Trustees
who are not affiliated persons of the Administrator or any affiliated
corporation of the Administrator, interest, brokerage costs, litigation and
other extraordinary or nonrecurring expenses.

ARTICLE 4. COMPENSATION OF THE ADMINISTRATOR.

(A) ADMINISTRATION FEE. For the services to be rendered, the facilities
furnished and the expenses assumed by the Administrator pursuant to this
Agreement, the Company shall pay to the Administrator compensation at an annual
rate specified in Schedule A attached hereto. Such compensation shall be
calculated and accrued daily, and paid to the Administrator monthly. The Company
shall also reimburse the Administrator for its reasonable out-of-pocket
expenses, including,

4
<PAGE> 5

but not limited to, the travel and lodging expenses incurred by officers and
employees of the Administrator in connection with attendance at Board meetings.

If this Agreement becomes effective subsequent to the first day of a
month or terminates before the last day of a month, the Administrator's
compensation for that part of the month in which this Agreement is in effect
shall be prorated in a manner consistent with the calculation of the fees as set
forth above. Payment of the Administrator's compensation for the preceding month
shall be made promptly.

(B) SURVIVAL OF COMPENSATION RIGHTS. All rights of compensation under
this Agreement for services performed as of the termination date shall survive
the termination of this Agreement.

ARTICLE 5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties of
the Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. Administrator shall use its best efforts to ensure the accuracy of
all services performed under this Agreement, but shall not be liable to the
Company for any action taken or omitted by Administrator in the absence of bad
faith, willful misfeasance, negligence or from reckless disregard by it of its
obligations and duties. The Company agrees to indemnify and hold harmless
Administrator, its employees, agents, directors, officers and nominees from and
against any and all claims, demands, actions and suits, whether groundless or
otherwise, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising out of or in any way relating to Administrator's actions or
omissions with respect to the performance of services under this Agreement or
based, if applicable, upon reasonable reliance on information, records,
instructions or requests given or made to Administrator by the Company, provided
that this indemnification shall not apply to actions or omissions of
Administrator in cases of its own bad faith, willful misfeasance, negligence or
from reckless disregard by it of its obligations and duties.

For purposes of this Agreement, actions or omissions by any BISYS
Entity or its employees, agents, directors, officers or nominees made in any
capacity shall be deemed to be actions or omissions by Administrator. Any
actions or omissions by a person who is both an officer or employee of the
Company and an officer or employee of any BISYS Entity shall be deemed to have
been committed solely in such person's capacity as an officer or employee of
such BISYS Entity.

The Company's agreement to indemnify Administrator, its partners and
employees and any such controlling person, as aforesaid, is expressly
conditioned upon the Company being notified of any action brought against
Administrator, its partners or employees, or any such controlling person, such
notification to be given in accordance with Article 12 hereof within 10 days
after the summons or other first legal process shall have been served. The
failure to so notify the Company of any such action shall not relieve the
Company from any liability which the Company may have to the person against whom
such action is brought by reason of any such untrue, or allegedly untrue,
statement or omission, or alleged omission, otherwise than with respect to
incremental liabilities resulting from such failure. The Company will be
entitled to assume the defense of any suit brought to enforce any such claim,
demand or liability, but, in such case, such defense shall be conducted by
counsel of good standing chosen by the Company and approved by Administrator,
which approval shall not be

5
<PAGE> 6

unreasonably withheld. In the event the Company elects to assume the defense of
any such suit and retain counsel of good standing approved by Administrator, the
defendant or defendants in such suit shall bear the fees and expenses of any
additional counsel retained by any of them; but in case the Company does not
elect to assume the defense of any such suit, or in case Administrator
reasonably does not approve of counsel chosen by the Company, the Company will
reimburse Administrator, its partners and employees, or the controlling person
or persons named as defendant or defendants in such suit, for the fees and
expenses of any counsel retained by Administrator or them.

The Administrator may apply to the Company at any time for instructions
and may consult counsel for the Company and with accountants and other experts
with respect to any matter arising in connection with the Administrator's
duties, and the Administrator shall not be liable or accountable for any
reasonable action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other experts.

Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. The Administrator will not be held to have
notice of any change of authority of any officers, employees or agents of the
Company until receipt of written notice thereof from the Company.

ARTICLE 6. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator rendered to the Company are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that directors, officers, employees
and Shareholders of the Company are or may be or become interested in the
Administrator, as officers, employees or otherwise and that partners, officers
and employees of the Administrator and its counsel are or may be or become
similarly interested in the Company, and that the Administrator may be or become
interested in the Company as a Shareholder or otherwise.

ARTICLE 7. DURATION OF THIS AGREEMENT. The Term of this Agreement shall
be as specified in Schedule A hereto.

ARTICLE 8. ASSIGNMENT. This Agreement shall not be assignable by either
party without the written consent of the other party; the Administrator may also
at its expense, subcontract with any entity or person concerning the provision
of the services contemplated hereunder with the express prior written consent of
the Company, provided that, to the extent that the services delegated involve
only such ministerial tasks as are routinely and commonly delegated by similarly
situated service providers, such consent shall not be unreasonably withheld. The
Administrator shall not, however, be relieved of any of its obligations under
this Agreement by the appointment of such subcontractor and provided further,
that the Administrator shall be responsible, to the extent provided in Article 5
hereof, for all acts of such subcontractor as if such acts were its own. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.

ARTICLE 9. AMENDMENTS. This Agreement may be amended by the parties by
a duly authorized written instrument.

6
<PAGE> 7

ARTICLE 10. CERTAIN RECORDS. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Company shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Company and will be made
available to or surrendered promptly to the Company on request.

In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Company and follow the
Company's instructions as to permitting or refusing such inspection; provided
that the Administrator may exhibit such records to any person in any case where
it is advised by its counsel that it may be held liable for failure to do so,
unless (in cases involving potential exposure only to civil liability) the
Company has agreed to indemnify the Administrator against such liability.

ARTICLE 11. DEFINITIONS OF CERTAIN TERMS. The terms "interested person"
and "affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.

ARTICLE 12. NOTICE. Any notice, demand, request or other communication
which may be required or contemplated herein shall be sufficiently given if
(i) given either by facsimile transmission or telex, by reputable overnight
delivery service, postage prepaid, or by registered or certified mail, postage
prepaid and return receipt requested, to the address indicated below or to such
other address as any party hereto may specify as provided herein, or
(ii) delivered personally at such address.

If to the Trust: State Street Global Advisers
Almack House
28 King Street
London, England SW1Y6QW
Attention: Peter B. Collacott

with a copy to:

Geoffrey R.T. Kenyon
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109-2881

If to Administrator: 3435 Stelzer Road
Columbus, Ohio 43219.
Attention: J. David Huber

7
<PAGE> 8

ARTICLE 13. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
It is expressly agreed that the obligations of the Company hereunder shall not
be binding upon any of the Trustees, shareholders, nominees, officers, agents or
employees of the Company personally, but shall bind only the trust property of
the Company. The execution and delivery of this Agreement have been authorized
by the Trustees, and this Agreement has been signed and delivered by an
authorized officer of the Company, acting as such, and neither such
authorization by the Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Company as provided in the Company's Agreement and Declaration of Trust.

ARTICLE 14. SEVERAL OBLIGATIONS OF THE FUNDS. The Company is a series
company with multiple series, the Funds, and has entered into this Agreement on
behalf of those series, as amended from time to time on notice to the
Administrator. With respect to any obligation of the Company on behalf of any
Fund arising hereunder, the Administrator shall look for payment or satisfaction
of such obligations solely to the assets and property of the Fund to which such
obligation relates as though the Company had separately contracted with the
Administrator by separate written instrument with respect to each Fund. In
addition, this Agreement may be terminated with respect to one or more Funds
without affecting the rights, duties or obligations of any of the other Funds.

ARTICLE 15. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of Ohio and the applicable provisions of
the 1940 Act. To the extent that the applicable laws of the State of Ohio, or
any of the provisions herein, conflict with the applicable provisions of the
1940 Act, the latter shall control.

ARTICLE 16. FORCE MAJEURE. If the Administrator is prevented, hindered
or delayed from or in performing any of its obligations under this Agreement by
a Force Majeure Event (as defined below), then:

(a) (i) the Administrator's obligations under this Agreement shall be
suspended for so long as the Force Majeure Event continues
and to the extent that it is so prevented, hindered or
delayed;

(ii) as soon as possible after the commencement of the Force
Majeure Event the Administrator shall notify the Company in
writing of the occurrence of the Force Majeure Event, the
date of commencement of the Force Majeure Event and the
effect of the Force Majeure Event on the Administrator's
ability to perform its obligations under this Agreement; and

(iii) as soon as possible after the cessation of the Force Majeure
Event the Administrator shall notify the Company in writing
of the cessation of the Force Majeure Event and shall resume
performance of its obligations under this Agreement.

8
<PAGE> 9

(b) If the Force Majeure continues for more than one month after
the commencement of the Force Majeure Event either party may
terminate this Agreement by giving not less than seven days
notice in writing to the other party.

(c) "Force Majeure Event" means any event beyond the reasonable
control of a party including, without limitation, acts of
God, war, riot, civil commotion, malicious damage, compliance
with any law or governmental order, rule, regulation or
direction, accident, breakdown of plant or machinery, fire,
flood or storm.

ARTICLE 17. MISCELLANEOUS. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument. For purposes of this Agreement, no officer of the Company who is an
employee of any BISYS Entity shall be deemed to be an authorized representative
of the Company for the purposes of giving or receiving any notice, consent, or
other communication pursuant to Articles 5, 8, 10, 16 and Schedule A of this
Agreement or not in the ordinary course of business. No provision of this
Agreement shall be deemed to limit the duties or obligations of Administrator or
any other BISYS Entity under any other BISYS Agreement. Paragraph headings in
this Agreement are included for convenience only and are not to be used to
construe or interpret this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

SSgA INTERNATIONAL LIQUIDITY FUND

By:__________________________________________

Title:_______________________________________

BISYS FUND SERVICES OHIO, INC.

By:__________________________________________

Title:_______________________________________

9
<PAGE> 10

SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF MARCH 1, 1999
BETWEEN
SSgA INTERNATIONAL LIQUIDITY FUND
AND
BISYS FUND SERVICES OHIO, INC.

Funds: This Agreement shall apply to all Funds of SSgA International Liquidity
Fund, either now or hereafter created. The current Funds of SSgA
International Liquidity Fund are set forth below: U.S. Dollar, Pound
Sterling, Euro and Canadian Dollar (collectively, the "Funds").

Fees: Pursuant to Article 4, in consideration of services rendered and expenses
assumed pursuant to this Agreement, the Company will pay the
Administrator on the first business day of each month, or at such time(s)
as the Administrator shall request and the parties hereto shall agree, a
fee computed daily at the annual rates specified below:

GROSS FEE PER FUND*

Five one-hundredths of one percent (.05%) of each
Fund's average daily net assets up to $500 million

Four one-hundredths of one percent (.04%) of each
Fund's average daily net assets in excess of
$500 million up to $1 billion

Three one-hundredths of one percent (.03%) of each
Fund's average daily net assets in excess of
$1 billion

* The average daily net asset value of a Fund refers to the amount in the
relevant designated currency. All fees are incremental.

In addition to the above administration fee, the Company will pay the
Administrator $16,000 per annum for each Fund for share registration
services rendered. The Administrator will waive such portion of the fee
paid by the U.S. Dollar Fund as is necessary to cause the annualized
combined administrative fees borne by that Fund not to exceed 7 basis
points. For this purpose "combined administrative fees" shall mean fees
paid to the Administrator under this Agreement and the U.S. Dollar Fund's
pro rata portion of the administration fee paid to the Administrator by
the U.S. Dollar Portfolio of the International Currency Fund.

A-1
<PAGE> 11

The fee for the period from the day of the month this Agreement is
entered into until the end of that month shall be prorated according to
the proportion which such period bears to the full monthly period. Upon
any termination of this Agreement before the end of any month, the fee
for such part of a month shall be prorated according to the proportion
which such period bears to the full monthly period and shall be payable
upon the date of termination of this Agreement.

For purposes of determining the fees payable, the applicable rate will be
applied on an annual basis to each of the Portfolio's average daily net
assets, to the Administrator, the value of the net assets of a particular
Fund shall be computed in the manner described in the Company's
Declaration of Trust or in the Prospectus or Statement of Additional
Information respecting that Fund as from time to time is in effect for
the computation of the value of such net assets in connection with the
determination of the liquidating value of the shares of such Fund.

The parties hereby confirm that the fees payable hereunder shall be
applied to each Fund as a whole, and not to separate classes of shares
within the Funds.

Term: Pursuant to Article 7, the term of this Agreement shall commence on
March 1, 1999 and shall remain in effect through March 1, 2000 ("Initial
Term"). Thereafter, if not earlier terminated as herein provided, it
shall continue from year to year so long as such continuance with respect
to any such Fund is approved at least annually by the Trustees of the
Company. Notwithstanding the foregoing, this Agreement may be terminated
by either party, without payment of any penalty, at any time with respect
to any Fund upon not less than 120 days' prior written notice to the
other party.

The Company may terminate this Agreement for Cause at any time, as
defined below, without incurring any additional cost. For purposes of
this Agreement, the term "Cause" shall mean (i) dishonest statements or
acts with respect to the Company or any affiliate thereof; (ii) failure
to perform to the reasonable satisfaction of the Company's Board of
Trustees a substantial portion of the Administrator's duties and
responsibilities hereunder; (iii) gross negligence or willful misconduct
of the Administrator with respect to the Company or any affiliate
thereof; or (iv) a material breach by the Administrator of any of the
Administrator's obligations hereunder; provided, however, that the
Administrator shall have 30 days to cure any such breach following a
written notice from the Company relating to such breach.

Notwithstanding the foregoing, after such termination for so long as the
Administrator, with the written consent of the Company, in fact continues
to perform any one or more of the services contemplated by this Agreement
or any schedule or exhibit hereto, the provisions of this Agreement,
including without limitation the provisions dealing with indemnification,
shall continue in full force and effect.

A-2
<PAGE> 12

Compensation due the Administrator and unpaid by the Company upon such
termination shall be immediately due and payable upon and notwithstanding
such termination. The Administrator shall be entitled to collect from the
Company, in addition to the compensation described in this Schedule A,
the amount of all of the Administrator's cash disbursements for services
in connection with the Administrator's activities in effecting such
termination, including without limitation, the delivery to the Company
and/or its designees of the Company's property, records, instruments and
documents, or any copies thereof. Subsequent to such termination, for a
reasonable fee, the Administrator will provide the Company with
reasonable access to any Company documents or records remaining in its
possession.

A-3

<PAGE> 1

Exhibit 99h.2

FUND ACCOUNTING AGREEMENT

AGREEMENT made this 1st day of March, 1999, between the INTERNATIONAL
CURRENCY FUND (the "Trust"), a Delaware business trust and BISYS FUND SERVICES,
INC. ("Fund Accountant"), a corporation organized under the laws of the State of
Delaware.

WHEREAS, Fund Accountant is an affiliate of BISYS Fund Services Ohio,
Inc., BISYS Fund Services Limited Partnership and BISYS Fund Services (Ireland)
Limited (each such entity and any other entity hereafter providing services
under a BISYS Agreement (as defined below) is hereinafter referred to as a
"BISYS Entity");

WHEREAS, concurrently herewith, Fund Accountant and the other BISYS
Entities are entering into other agreements to provide services to the Trust,
SSgA International Liquidity Fund, SSgA Cash Management Fund PLC (such
agreements and any other comparable agreements in effect from time to time being
referred to collectively as the "BISYS Agreements");

WHEREAS, the Trust desires that Fund Accountant perform certain fund
accounting services for each investment portfolio of the Trust, all as now or
hereafter may be established from time to time (individually referred to herein
as the "Portfolio" and collectively as the "Portfolios"); and

WHEREAS, Fund Accountant is willing to perform such services on the
terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:

1. SERVICES AS FUND ACCOUNTANT.

(a) MAINTENANCE OF BOOKS AND RECORDS. Fund Accountant will keep and
maintain the following books and records of each Portfolio
pursuant to Rule 31a-1 under the Investment Company Act of
1940 (the "Rule"):

(i) Journals containing an itemized daily record in detail of
all purchases and sales of securities, all receipts and
disbursements of cash and all other debits and credits,
as required by subsection (b)(1) of the Rule;

(ii) General and auxiliary ledgers reflecting all asset,
liability, reserve, capital, income and expense accounts,
including interest accrued and interest received, as
required by subsection (b)(2)(I) of the Rule;

(iii) Separate ledger accounts required by subsection
(b)(2)(ii) and (iii) of the Rule; and
<PAGE> 2

(iv) A monthly trial balance of all ledger accounts (except
shareholder accounts) as required by subsection (b)(8) of
the Rule.

(b) PERFORMANCE OF DAILY ACCOUNTING SERVICES. In addition to the
maintenance of the books and records specified above, Fund
Accountant shall perform the following accounting services daily
for each Portfolio:

(i) Calculate the net asset value per share using amortized
cost pricing or utilizing prices obtained from the
sources described in subsection 1(b)(ii) below, as
appropriate;

(ii) Obtain security prices from independent pricing services,
or if such quotes are unavailable, then obtain such
prices from each Portfolio's investment adviser or its
designee, as approved by the Trust's Board of Trustees;

(iii) Reconcile with the Portfolios' custodian all daily trade
activity;

(iv) Compute, as appropriate, each Portfolio's net income and
capital gains, dividend payables, dividend factors, 7-day
yields, 7-day effective yields, 30-day yields, and
weighted average portfolio maturity;

(v) Review daily the net asset value calculation and dividend
factor (if any) for each Portfolio prior to release to
shareholders, check and confirm the net asset values and
dividend factors for reasonableness and deviations, and
distribute net asset values and yields to NASDAQ;

(vi) Report to the Trust the daily market pricing of
securities in any Portfolio, with the comparison to the
amortized cost basis;

(vii) Determine unrealized appreciation and depreciation on
securities held in variable net asset value Portfolios;

(viii) Amortize premiums and accrete discounts on securities
purchased at a price other than face value, if requested
by the Trust;

(ix) Update fund accounting system to reflect rate changes, as
received from a Portfolio's investment adviser, on
variable interest rate instruments;

(x) Post Portfolio transactions to appropriate categories;

2
<PAGE> 3

(xi) Accrue expenses of each Portfolio according to
instructions received from the Trust's Administrator;

(xii) Determine the outstanding receivables and payables for
all (1) security trades, (2) Portfolio share transactions
and (3) income and expense accounts;

(xiii) Provide accounting reports in connection with the Trust's
regular annual audit and other audits and examinations by
regulatory agencies; and

(xiv) Provide such periodic reports as the parties shall agree
upon, as set forth in a separate schedule.

(i) Fund Accountant may provide additional special reports
upon the request of the Trust or a Portfolio's investment
adviser, which may result in an additional charge, the
amount of which shall be agreed upon between the parties.

(ii) Fund Accountant may provide such other similar services
with respect to a Portfolio as may be reasonably
requested by the Trust, which may result in an additional
charge, the amount of which shall be agreed upon between
the parties.

(d) ADDITIONAL ACCOUNTING SERVICES. Fund Accountant shall also
perform the following additional accounting services for each
Portfolio:

(i) Provide monthly a download (and hard copy thereof) of the
financial statements described below, upon request of the
Trust. The download will include the following items:

Statement of Assets and Liabilities,
Statement of Operations,
Statement of Changes in Net Assets, and
Condensed Financial Information;

(ii) Provide accounting information for the following:

(A) U.S. federal and state income tax returns, U.S.
federal excise tax returns, U.K. distributor filings
and such other similar regulatory filings as are
deemed necessary or appropriate by the Trust;

3
<PAGE> 4

(B) the Trust's semi-annual reports with the Securities
and Exchange Commission ("SEC") on Form N-SAR;
(C) the Trust's annual, semi-annual and quarterly
(if any) shareholder reports;
(D) registration statements on Form N-1A and other
filings relating to the registration of shares;
(E) the Administrator's monitoring of the Trust's status
as a regulated investment company under Subchapter M
of the Internal Revenue Code, as amended;
(F) annual audit by the Trust's auditors; and
(G) examinations performed by the SEC.

2. DELEGATION.

The Trust consents to the appointment of Fund Accountant's
affiliate BISYS Fund Services (Ireland) Limited ("BISYS Ireland") to provide
certain services under this Agreement and the Trust further agrees that Fund
Accountant may delegate the responsibility to perform certain services to be
provided under this agreement to non-affiliated third parties with the prior
express written consent of the Trust, provided that, to the extent that the
services delegated involve only such ministerial tasks as are routinely and
commonly delegated by similarly situated service providers, such consent shall
not be unreasonably withheld; provided, however, that Fund Accountant shall be
fully responsible for the acts and omissions of BISYS Ireland and its other
delegates and shall not be relieved of any of its responsibilities hereunder by
any such delegation.

3. COMPENSATION.

The Trust shall pay Fund Accountant for the services to be provided
by Fund Accountant under this Agreement in accordance with, and in the manner
set forth in, Schedule A hereto, as such Schedule may be amended from time to
time.

4. REIMBURSEMENT OF EXPENSES.

In addition to paying Fund Accountant the fees described in Section
3 hereof, the Trust agrees to reimburse Fund Accountant for the following
out-of-pocket expenses incurred in providing services hereunder:

(a) All freight and other delivery and bonding charges incurred by Fund
Accountant in delivering materials to and from the Trust;

(b) All direct telephone, telephone transmission and telecopy or other
electronic transmission expenses incurred by Fund Accountant in
fulfilling its obligations under this Agreement, other than
expenses incurred in communicating with the other BISYS Entities
and any other affiliates, or the Trust's investment adviser;

<PAGE> 5

(d) The cost of microfilm or microfiche of records or other materials;

(e) All systems-related expenses associated with the provision of
special reports and services pursuant to Section 1(c) herein; and

(f) Any expenses Fund Accountant shall incur at the written direction
of an officer of the Trust thereunto duly authorized.

5. EFFECTIVE DATE.

This Agreement shall become effective with respect to a Portfolio
as of the date first written above (or, if a particular Portfolio is not in
existence on that date, on the date such Portfolio commences operation) (the
"Effective Date").

6. TERM.

This Agreement shall continue in effect with respect to a
Portfolio, unless earlier terminated by either party hereto as provided
hereunder, until March 1, 2000 (the "Initial Term"). Thereafter, if not earlier
terminated as herein provided, it shall continue from year to year so long as
such continuance with respect to any such Portfolio is approved at least
annually by the Trustees of the Trust. Notwithstanding the foregoing, this
Agreement may be terminated by either party, without payment of any penalty, at
any time with respect to any Portfolio upon not less than 120 days' prior
written notice to the other party. Notwithstanding the foregoing, after such
termination for so long as Fund Accountant, with the written consent of the
Trust, in fact continues to perform any one or more of the services contemplated
by this Agreement or any schedule or exhibit hereto, the provisions of this
Agreement, including without limitation the provisions dealing with
indemnification, shall continue in full force and effect. Compensation due Fund
Accountant and unpaid by the Trust upon such termination shall be immediately
due and payable upon and notwithstanding such termination. Fund Accountant shall
be entitled to collect from the Trust, in addition to the compensation described
under Section 3 hereof, the amount of all of Fund Accountant's cash
disbursements for services in connection with Fund Accountant's activities in
effecting such termination, including without limitation, the delivery to the
Trust and/or its designees of the Trust's property, records, instruments and
documents, or any copies thereof. Subsequent to such termination, for a
reasonable fee, Fund Accountant shall deliver to the Trust any Trust documents
or records remaining in its possession.

Notwithstanding the foregoing, the Trust may terminate this
Agreement at any time for Cause, as defined below, without incurring any
additional cost. For purposes of this Agreement, the term "Cause" shall mean
(i) dishonest statements or acts with respect to the Trust or any affiliate

5
<PAGE> 6

thereof; (ii) failure to perform to the reasonable satisfaction of the Trust's
Board of Trustees a substantial portion of Fund Accountant's duties and
responsibilities hereunder; (iii) gross negligence or willful misconduct of Fund
Accountant with respect to the Trust or any affiliate thereof; or (iv) a
material breach by Fund Accountant of any of Fund Accountant's obligations
hereunder; provided, however, that the Administrator shall have 30 days to cure
any such breach following a written notice from the Company relating to such
breach.

7. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS;
INDEMNIFICATION.

Fund Accountant shall use its best efforts to insure the accuracy
of all services performed under this Agreement, but shall not be liable to the
Trust for any action taken or omitted by Fund Accountant in the absence of bad
faith, willful misfeasance, negligence or from reckless disregard by it of its
obligations and duties. A Portfolio agrees to indemnify and hold harmless Fund
Accountant, its employees, agents, directors, officers and nominees from and
against any and all claims, demands, actions and suits, whether groundless or
otherwise, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising out of or in any way relating to Fund Accountant's actions
taken or nonactions with respect to the performance of services under this
Agreement with respect to such Portfolio or based, if applicable, upon
reasonable reliance on information, records, instructions or requests with
respect to such Portfolio given or made to Fund Accountant by a duly authorized
representative of the Trust; provided that this indemnification shall not apply
to actions or omissions of Fund Accountant in cases of its own bad faith,
willful misfeasance, negligence or from reckless disregard by it of its
obligations and duties. For purposes of this Agreement, actions or omissions by
any BISYS Entity or its employees, agents, directors, officers or nominees made
in any capacity shall be deemed to be actions or omissions by Fund Accountant.
Any actions or omissions by a person who is both an officer or employee of the
Trust and an officer or employee of any BISYS Entity shall be deemed to have
been committed solely in such person's capacity as an officer or employee of
such BISYS Entity.

The Trust's agreement to indemnify Fund Accountant, its partners
and employees and any such controlling person, as aforesaid, is expressly
conditioned upon the Trust being notified of any action brought against Fund
Accountant, its partners or employees, or any such controlling person, such
notification to be given in accordance with Section 19 hereof within 10 days
after the summons or other first legal process shall have been served. The
failure to so notify the Trust of any such action shall not relieve the Trust
from any liability which the Trust may have to the person against whom such
action is brought by reason of any such untrue, or allegedly untrue, statement
or omission, or alleged omission, otherwise than with respect to incremental
liabilities resulting from such failure. The Trust will be entitled to assume
the defense of any suit brought to enforce any such claim, demand or liability,
but, in such case, such defense shall be conducted by counsel of good standing
chosen by the Trust and approved by Fund Accountant, which approval shall not be
unreasonably withheld. In the event the Trust elects to assume the defense of
any such suit and retain counsel of good standing approved by Fund Accountant,
the defendant or defendants in such suit shall bear the fees and expenses of any
additional counsel retained by any of them; but in case the

6
<PAGE> 7

Trust does not elect to assume the defense of any such suit, or in case Fund
Accountant reasonably does not approve of counsel chosen by the Trust, the Trust
will reimburse Fund Accountant, its partners and employees, or the controlling
person or persons named as defendant or defendants in such suit, for the fees
and expenses of any counsel retained by Fund Accountant or them.

8. RECORD RETENTION AND CONFIDENTIALITY.

Fund Accountant shall keep and maintain on behalf of the Trust all
books and records which the Trust and Fund Accountant is, or may be, required to
keep and maintain pursuant to any applicable statutes, rules and regulations,
including without limitation Rules 31a-1 and 31a-2 under the Investment Company
Act of 1940, as amended (the "1940 Act"), relating to the maintenance of books
and records in connection with the services to be provided hereunder. Fund
Accountant further agrees that all such books and records shall be the property
of the Trust and to make such books and records available for inspection by the
Trust or by the Securities and Exchange Commission at reasonable times and
otherwise to keep confidential all books and records and other information
relative to the Trust and its shareholders; except when requested to divulge
such information by duly-constituted authorities or court process.

9. REPORTS.

Fund Accountant will furnish to the Trust and to its properly
authorized auditors, investment advisers, examiners, distributors, dealers,
underwriters, salesmen, insurance companies and others designated by the Trust
in writing, such reports and at such times as are prescribed pursuant to the
terms and the conditions of this Agreement to be provided or completed by Fund
Accountant, or as subsequently agreed upon by the parties pursuant to an
amendment hereto.

10. RIGHTS OF OWNERSHIP.

All computer programs and procedures developed to perform services
required to be provided by Fund Accountant under this Agreement are the property
of Fund Accountant. All records and other data except such computer programs and
procedures are the exclusive property of the Trust and all such other records
and data will be furnished to the Trust in appropriate form as soon as
practicable after termination of this Agreement for any reason.

7
<PAGE> 8

11. RETURN OF RECORDS.

Fund Accountant may at its option at any time, and shall promptly
upon the Trust's demand, turn over to the Trust and cease to retain Fund
Accountant's files, records and documents created and maintained by Fund
Accountant pursuant to this Agreement which are no longer needed by Fund
Accountant in the performance of its services or for its legal protection. If
not so turned over to the Trust, such documents and records will be retained by
Fund Accountant for six years from the year of creation. At the end of such
six-year period, such records and documents will be turned over to the Trust
unless the Trust authorizes in writing the destruction of such records and
documents.

12. REPRESENTATIONS OF THE TRUST.

The Trust certifies to Fund Accountant that: (1) as of the close of
business on the Effective Date, each Portfolio that is in existence as of the
Effective Date has authorized unlimited shares, and (2) this Agreement has been
duly authorized by the Trust and, when executed and delivered by the Trust, will
constitute a legal, valid and binding obligation of the Trust, enforceable
against the Trust in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.

13. REPRESENTATIONS OF FUND ACCOUNTANT.

Fund Accountant represents and warrants that: (1) the various
procedures and systems which Fund Accountant has implemented with regard to
safeguarding from loss or damage attributable to fire, theft, or any other cause
the records, and other data of the Trust and Fund Accountant's records, data,
equipment facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes therein
from time to time as are required for the secure performance of its obligations
hereunder, and (2) this Agreement has been duly authorized by Fund Accountant
and, when executed and delivered by Fund Accountant, will constitute a legal,
valid and binding obligation of Fund Accountant, enforceable against Fund
Accountant in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and secured parties.

14. INSURANCE.

Fund Accountant shall notify the Trust should any of its insurance
coverage be canceled or reduced. Such notification shall include the date of
change and the reasons therefor. Fund Accountant shall notify the Trust of any
material claims against it with respect to services performed under this
Agreement, whether or not they may be covered by insurance, and shall notify the
Trust from time to time as may be appropriate of the total outstanding claims
made by Fund Accountant under its insurance coverage.

8
<PAGE> 9

15. INFORMATION TO BE FURNISHED BY THE TRUST AND PORTFOLIOS.

The Trust has furnished to Fund Accountant the following:

(a) Copies of the Declaration of Trust of the Trust and of any
amendments thereto, certified by the proper official of the
state in which such document has been filed.

(b) Copies of the following documents:

(i) The Trust's Bylaws and any amendments thereto; and

(ii) Certified copies of resolutions of the Board of Trustees
covering the approval of this Agreement, authorization of
a specified officer of the Trust to execute and deliver
this Agreement and authorization for specified officers of
the Trust to instruct Fund Accountant thereunder.

(c) A list of all the officers of the Trust, together with specimen
signatures of those officers who are authorized to instruct
Fund Accountant in all matters.

(d) Two copies of the Prospectuses and Statements of Additional
Information for each Portfolio.

16. INFORMATION FURNISHED BY FUND ACCOUNTANT.

(a) Fund Accountant has furnished to the Trust the following:

(i) Fund Accountant's Articles of Incorporation; and

(ii) Fund Accountant's Bylaws and any amendments thereto.

(b) Fund Accountant shall, upon request, furnish certified copies
of corporate actions covering the following matters:

(i) Approval of this Agreement, and authorization of a
specified officer of Fund Accountant to execute and
deliver this Agreement; and

(ii) Authorization of Fund Accountant to act as fund accountant
for the Trust and to provide accounting services for the
Trust.

9
<PAGE> 10

17. AMENDMENTS TO DOCUMENTS.

The Trust shall furnish Fund Accountant with written copies of any
amendments to, or changes in, any of the items referred to in Section 15 hereof
forthwith upon such amendments or changes becoming effective. In addition, the
Trust agrees that no amendments will be made to the Prospectuses or Statements
of Additional Information of the Trust which might have the effect of changing
the procedures employed by Fund Accountant in providing the services agreed to
hereunder or which amendment might affect the duties of Fund Accountant
hereunder unless the Trust first obtains Fund Accountant's approval of such
amendments or changes, such approval not to be unreasonably withheld.

18. COMPLIANCE WITH LAW.

Except for the obligations of Fund Accountant set forth in Section
7 hereof, the Trust assumes full responsibility for the preparation, contents
and distribution of each prospectus of the Trust as to compliance with all
applicable requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the 1940 Act and any other laws, rules and regulations of
governmental authorities having jurisdiction. Fund Accountant shall have no
obligation to take cognizance of any laws relating to the sale of the Trust's
shares. The Trust represents and warrants that no shares of the Trust will be
offered to the public until the Trust's registration statement under the
Securities Act and the 1940 Act has been declared or becomes effective.

19. NOTICES.

Any notice, demand, request or other communication which may be
required or contemplated herein shall be sufficiently given if (i) given either
by facsimile transmission or telex, by reputable overnight delivery service,
postage prepaid, or by registered or certified mail, postage prepaid and return
receipt requested, to the address indicated below or to such other address as
any party hereto may specify as provided herein, or (ii) delivered personally at
such address.

If to the Trust: State Street Global Advisers
Almack House
28 King Street
London, England SW1Y6QW
Attention: Peter B. Collacott

10
<PAGE> 11

with a copy to:

Geoffrey R.T. Kenyon
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109-2881

If to Fund Accountant 3435 Stelzer Road
Columbus, Ohio 43219.
Attention: J. David Huber

21. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the trust
property of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees, and this Agreement has been signed and delivered by
an authorized officer of the Trust, acting as such, and neither such
authorization by the Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Trust as provided in the Trust's Agreement and Declaration of Trust.

22. SEVERAL OBLIGATIONS OF THE PORTFOLIOS.

The Trust is a series company with multiple series, the Portfolios,
and has entered into this Agreement on behalf of those series, as amended from
time to time on notice to the Fund Accountant. With respect to any obligation of
the Trust on behalf of any Portfolio arising hereunder, the Fund Accountant
shall look for payment or satisfaction of such obligations solely to the assets
and property of the Portfolios to which such obligation relates as though the
Trust had separately contracted with the Fund Accountant by separate written
instrument with respect to each Portfolio. In addition, this Agreement may be
terminated with respect to one or more Portfolios without affecting the rights,
duties or obligations of any of the other Portfolios.

23. ASSIGNMENT.

This Agreement and the rights and duties hereunder shall not be
assignable with respect to a Portfolio by either of the parties hereto except by
the specific written consent of the other party. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.

11
<PAGE> 12

24. GOVERNING LAW.

This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of the State of Ohio. No provision of this
Agreement shall be deemed to limit the duties or obligations of Fund Accountant
or any other BISYS Entity under any other BISYS Agreement.

25. FORCE MAJEURE.

If the Fund Accountant is prevented, hindered or delayed from or in
performing any of its obligations under this Agreement by a Force Majeure Event
(as defined below), then:

(a) (i) the Fund Accountant's obligations under this Agreement
shall be suspended for so long as the Force Majeure Event
continues and to the extent that it is so prevented,
hindered or delayed;

(ii) as soon as possible after the commencement of the Force
Majeure Event the Fund Accountant shall notify the
Company in writing of the occurrence of the Force
Majeure Event, the date of commencement of the Force
Majeure Event and the effect of the Force Majeure
Event on the Fund Accountant's ability to perform its
obligations under this Agreement; and

(iii) as soon as possible after the cessation of the Force
Majeure Event the Fund Accountant shall notify the
Company in writing of the cessation of the Force
Majeure Event and shall resume performance of its
obligations under this Agreement.

(c) "Force Majeure Event" means any event beyond the reasonable
control of a party including, without limitation, acts of God,
war, riot, civil commotion, malicious damage, compliance with
any law or governmental order, rule, regulation or direction,
accident, breakdown of plant or machinery, fire, flood or
storm.

12
<PAGE> 13

26. MISCELLANEOUS.

Paragraph headings in this agreement are included for convenience
only and are not to be used to construe or interpret this Agreement. For
purposes of this Agreement, no officer of the Trust who is an employee of any
BISYS Entity shall be deemed to be an authorized representative of the Trust for
the purposes of giving or receiving any notice, consent, or other communication
pursuant to Sections 2, 4(e), 6, 7, 11, 14, 23 or 25 of this Agreement or not in
the ordinary course of business. No provision of this Agreement shall be deemed
to limit the duties or obligations of Fund Accountant or any other BISYS Entity
under any other BISYS Agreement.

[Remainder of the page intentionally left blank]

13
<PAGE> 14

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.

INTERNATIONAL CURRENCY FUND

By:______________________________________

Title:___________________________________

BISYS FUND SERVICES, INC.

By:______________________________________

Title:___________________________________

14
<PAGE> 15

Dated: March 1, 1999

SCHEDULE A
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN
INTERNATIONAL CURRENCY FUND
AND
BISYS FUND SERVICES, INC.

FEES

Fund Accountant shall be entitled to receive a fee from each Portfolio in
accordance with the following schedule:

FUND ACCOUNTING FEES

GROSS FEE PER PORTFOLIO*

Two one-hundredths of one percent (.02%) of each
Portfolio's average daily net assets up to
$500 million

One one-hundredths of one percent (.01%) of each
Portfolio's average daily net assets in excess of
$500 million up to $1 billion

Three quarters one-hundredths of one percent (.0075%)
of each Portfolio's average daily net assets in
excess of $1 billion

* The average daily net asset value of a Portfolio refers to the
amount in the relevant designated currency. All fees are incremental.

OUT-OF-POCKET EXPENSES

Fund Account shall be entitled to be reimbursed for all reasonable
out-of-pocket expenses authorized by section 4 of the Fund
Accounting Agreement.

A-1
<PAGE> 16

PRORATION OF FEES

The fee for the period from the day of the month this Agreement is
entered into until the end of that month shall be prorated
according to the proportion which such period bears to the full
monthly period. Upon any termination of this Agreement before the
end of any month, the fee for such part of a month shall be
prorated according to the proportion which such period bears to
the full monthly period and shall be payable upon the date of
termination of this Agreement.

For purposes of determining the fees payable, the applicable rate
will be applied on an annual basis to each of the Portfolio's
average daily net assets, to the Administrator, the value of the
net assets of a particular Portfolio shall be computed in the
manner described in the Company's Declaration of Trust or in the
Prospectus or Statement of Additional Information respecting that
Portfolio as from time to time is in effect for the computation of
the value of such net assets in connection with the determination
of the liquidating value of the shares of such Portfolio.

The parties hereby confirm that the fees payable hereunder shall
be applied to each Portfolio as a whole, and not to separate
classes of shares within the portfolios.

INTERNATIONAL CURRENCY FUND BISYS FUND SERVICES, INC.

By:________________________________ By:____________________________________

A-2

<ARTICLE> 6
<CIK> 0001020528
<NAME> SSGA INTERNATIONAL LIQUIDITY FUND
<SERIES>
<NUMBER> 01
<NAME> SSGA INTERNATIONAL LIQUIDITY FUND

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 19689
<INVESTMENTS-AT-VALUE> 19689
<RECEIVABLES> 54722
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 74411
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 74311
<TOTAL-LIABILITIES> 74311
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 100
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 217900
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 100
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 228888
<EXPENSES-NET> 10988
<NET-INVESTMENT-INCOME> 217900
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 217900
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12000000
<NUMBER-OF-SHARES-REDEEMED> 20514300
<SHARES-REINVESTED> 245072
<NET-CHANGE-IN-ASSETS> 8269228
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 4088814
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.05
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.27
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>