<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check only one; for
descriptions, see Instruction 1 above):
[ ] MERGER
[X] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION
(Note: Abandonments of Registration answer only questions 1
through 15, 24 and 25 of this form and complete verification
at the end of the form.)
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY
(Note: Business Development Companies answer only questions 1
through 10 of this form and complete verification at the end
of the form.)
2. Name of fund: SSgA International Liquidity Fund
3. Securities and Exchange Commission File No.: 811-07775
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City,
State, Zip Code):
3435 Stelzer Road
Columbus, OH 43219-3035
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Jackson B.R. Galloway
Goodwin, Procter & Hoar LLP
53 State Street, 24th Floor
Boston, MA 02109
617-570-1000
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with
rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a- 1, 31a-2]:
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, OH 43219-3035
(614) 470-8000
<PAGE> 2
NOTE: Once deregistered, a fund is still required to maintain and
preserve the records described in rules 3la-l and 3la-2 for the periods
specified in those rules.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Delaware
11. Provide the name and address of each investment adviser of the fund
(including sub- advisers) during the last five years, even if the
fund's contracts with those advisers have been terminated:
From its inception on March 26, 1997 through December 3, 1999,
the fund was a feeder fund in a master/feeder structure. The
following are the investment advisers and sub-advisers for
International Currency Fund, the fund's master fund during
this period:
Rothschild International Asset Management Limited
Five Arrows House
St. Swithin's Lane
London EC4N 8NR, U.K.
Investment Adviser - Inception through September 22, 1998
Sub-Adviser - September 22, 1998 through November 30, 1998
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
Investment Adviser - Since September 22, 1998
State Street Global Advisors United Kingdom Limited
1 Canada Square
Canary Wharf
London E14 5AF, U.K.
Sub-Adviser - Since November 30, 1998
<PAGE> 3
On December 3, 1999, the master/feeder structure was
dismantled. Because the fund's assets consisted of only "seed"
investments by an affiliated person of the fund and the fund
was closed to new investment in anticipation of winding up its
affairs, the fund did not engage a successor investment
adviser on December 3, 1999.
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
Five Arrows Fund Distributors, Inc.
3435 Stelzer Road
Columbus, OH 43219
March 26, 1997 through September 22, 1998
Russell Fund Distributors, Inc.
One International Place
Boston, MA 02110
September 22, 1998 through December 1, 1998
BISYS Fund Services Limited Partnership
3435 Stelzer Road
Columbus, OH 43219
Since December 1, 1998
13. If the fund is a unit investment trust ("UIT") provide:
a. Depositor's name(s) and address(es):
b. Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [ ] No
If Yes, for each UIT state:
Name(s):
File No.: 811-_______
Business Address:
<PAGE> 4
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
December 14, 1999
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in a Merger, Liquidation or Abandonment
of Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took
place:
December 14, 1999
If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[ ] Yes [X] No
*As of the date of this application, all shareholders have redeemed
their fund shares.
a. If Yes, list the date(s) on which the fund made those
distributions:
b. Were the distributions made on the basis of net assets?
[ ] Yes [ ] No
c. Were the distributions made pro rata based on share ownership?
[ ] Yes [ ] No
d. If No to (b) or (c) above, describe the method of
distributions to shareholders. For Mergers, provide the
exchange ratio(s) used and explain how it was calculated:
<PAGE> 5
e. Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [X] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed ALL of its assets to the fund's shareholders?
[X] Yes [ ] No
*As of the date of this application, all shareholders have redeemed
their fund shares.
If No,
(a) How many shareholders does the fund have as of the date this
form is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
[ ] Yes [X] No
<PAGE> 6
If Yes,
a. Describe the type and amount of each asset retained by the
fund as of the date this form is filed:
b. Why has the fund retained the remaining assets?
c. Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face amount
certificates if the fund is a face amount certificate company) or any
other liabilities?
[ ] Yes [X] No
*Any amounts otherwise payable by the fund will be paid by State Street
Bank and Trust Company.
If Yes,
a. Describe the type and amount of each debt or other liability:
b. How does the fund intend to pay these outstanding debts or
other liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. a. List the expenses incurred in connection with the Merger or
Liquidation:
i. Legal expenses: see answer to sub-item c. below
ii. Accounting expenses: see answer to sub-item c. below
iii. Other expenses (list and identify separately): see
answer to sub-item c. below
iv. Total expenses (sum of lines (i)-(iii) above): see
answer to sub-item c. below
b. How were those expenses allocated?
See answer to sub-item c. below.
<PAGE> 7
c. Who paid those expenses?
Because all shareholders redeemed their Fund shares, the fund
has incurred no extraordinary expenses in connection with the
Liquidation. State Street Bank and Trust Company is paying all
expenses associated with the deregistration and winding up of
the fund's affairs.
d. How did the fund pay for unamortized expenses (if any)?
See answer to sub-item c. above.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date the
application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. a. State the name of the fund surviving the Merger:
b. State the Investment Company Act file number of the fund
surviving the Merger: 811-______________
c. _______ If the merger or reorganization agreement has been
filed with the Commission, state the file number(s), form type
used and date the agreement was filed:
d. If the merger or reorganization agreement has NOT been filed
with the Commission, provide a copy of the agreement as an
exhibit to this form.
<PAGE> 8
VERIFICATION
The undersigned states that (i) he or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of SSgA International Liquidity Fund,
----------------------------------
(Name of Fund)
(ii) he or she is the Vice President, Secretary and attorney-in-fact of
----------------------------------------------
(Title)
SSgA International Liquidity Fund, and
- ---------------------------------
(Name of Fund)
(iii) all actions by shareholders, directors, and any other body necessary to
authorize the undersigned to execute and file this Form N-8F application have
been taken. The undersigned also states that the facts set forth in this Form
N-8F application are true to the best of his or her knowledge, information and
belief.
(Signature)
Geoffrey R. T. Kenyon
------------------------------
