1940 Act File No. 811-08375
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
------
Amendment No. _ 5_ .............................................. X
----- ------
FLAG INVESTORS PORTFOLIOS TRUST
(Exact Name of Registrant as Specified in Charter)
P.O. Box 501 Cardinal Avenue
Grand Cayman, Cayman Islands, BWI
(Address of Principal Executive Offices)
(416) 216-4293
(Registrant's Telephone Number)
Victor R. Siclari, Esq. Copies to: John T. Bostelman, Esq.
Federated Investors Tower Sullivan & Cromwell
1001 Liberty Avenue 125 Broad Street
Pittsburgh, PA 15222-3779 New York, NY 10004
(Name and Address of Agent for Service)
and
Daniel O. Hirsch, Esq.
One South Street
(17th Floor)
Mail Stop 1-17-7
Baltimore, MD 21202-3220
<PAGE>
Explanatory
This Amendment to the Registrant's Registration Statement on Form N-1A (the
"Registration Statement") has been filed by the Registrant pursuant to Section
8(b) of the Investment Company Act of 1940. However, beneficial interests in the
series of the Registrant are not being registered under the Securities Act of
1933 (the "1933 Act"), because such interests will be issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Registrant's series
may only be made by investment companies, insurance company separate accounts,
common or commingled trust funds or similar organizations or entities that are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any beneficial interests in any series of the
Registrant.
Flag Investors Portfolios Trust
Top 50 World Portfolio (US Dollar)
Top 50 Europe Portfolio (US Dollar)
Top 50 Asia Portfolio (US Dollar)
Top 50 US Portfolio (US Dollar)
Provesta Portfolio (US Dollar)
Japanese Equity Portfolio (US Dollar)
US Money Market Portfolio (US Dollar)
PART A
Responses to Items 1 through 3, and 5 and 9 have been omitted pursuant to
paragraph 2(b) of Instruction B of the General Instructions to Form N-1A.
Item 4. Investment Objectives, Principal Investment Strategies, and Related
Risks
Beneficial interests in Flag Investors Portfolios Trust (the
"Trust")(formerly Deutsche Portfolios), an open-end management investment
company, are divided into separate series, each having distinct investment
objectives and policies. Beneficial interests in the Portfolios are issued
solely in private placement transactions that do not involve any "public
offering" within the meaning of Section 4(2) of the Securities Act of 1933, as
amended (the "1933 Act"). Investments in the Portfolios may only be made by
other investment companies, insurance company separate accounts, common or
commingled trust funds or similar organizations or entities that are "accredited
investors" within the meaning of Regulation D under the 1933 Act. This
Registration Statement does not constitute an offer to sell, or the solicitation
of an offer to buy, any "security" within the meaning of the 1933 Act.
There can be no assurance that the investment objective(s) of any of the
Portfolios will be achieved. The Registrant incorporates by reference
information concerning the Portfolios' investment objectives, strategies,
principal investments, and risk factors associated with investments in the
Portfolios from the subsections entitled "Objectives and Strategies" and "Risk
Profile" of the section entitled "Investment Objective, Strategies, Performance
and Risk"; and from the sections entitled "Investment Strategies", "Portfolio
Investments", and "Investment Risks" in the Top 50 World's, Top 50 Europe's, Top
50 Asia's, Top 50 US's, European Mid-Cap Fund's, Japanese Equity Fund's, and US
Money Market Fund's (the "Feeder Funds") prospectuses (the "Feeder Funds'
Prospectuses") contained in the registration statement on Form N-1A (File No.
333-07008), as amended, of Flag Investors Funds, Inc. Additional information
about the investment policies of each Portfolio appears in Part B.
Item 6. Management, Organization and Capital Structure
Deutsche Fund Management, Inc. (DFM) is the Manager of the Portfolios. DFM has
retained the services of DWS International Portfolio Management GmbH (DWS) as
the Adviser of each Portfolio, except the US Money Market Portfolio. DFM has
retained the services of Deutsche Bank Investment Management Inc. (DBIM) as
Adviser of the US Money Market Portfolio. DFM, DWS, and DBIM are indirect
subsidiaries of Deutsche Bank AG. The Board of Trustees of the Trust provide
broad supervision over the affairs of the Portfolios. A majority of the Trust's
Trustees are not affiliated with the Manager or the Advisers. For further
information about the Trustees of the Trust, see Item 13 in Part B.
Registrant incorporates by reference information concerning the management of
the Portfolios from the section entitled "Fund Management" in the Feeder Funds'
Prospectuses.
The Trust is organized under the laws of the State of New York. Under the
Declaration of Trust, the Trustees are authorized to issue beneficial interests
in separate series of the Trust. Each investor is entitled to a vote in
proportion to the amount of its investment in each Portfolio. The Trust's
Declaration of Trust provides that each investor in a Portfolio (e.g., other
investment companies, insurance company separate accounts and common and
commingled trust funds) are each liable for all obligations of the Portfolio.
However, the risk of an investor in the Portfolios incurring financial loss on
account of such liability is limited to circumstances in which both inadequate
insurance existed and the Portfolio itself was unable to meet its obligations.
The Portfolios' assets are generally determined based upon the market value of
the portfolio securities. However, the Board of Trustees of the Trust may
determine in good faith that another method of valuing investments is necessary
to appraise their fair value.
Beneficial interests in the Portfolios are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. Investments in the Portfolios may only be made by
other investment companies, insurance company separate accounts, common or
commingled trust funds, or similar organizations or entities which are
"accredited investors" as defined in Rule 501 under the 1933 Act. This
Registration Statement does not constitute an offer to sell, or the solicitation
of an offer to buy, any "security" within the meaning of the 1933 Act.
Item 7. Shareholder Information
The net asset value (NAV) of each Portfolio, except the US Money Market
Portfolio, is determined each day on which the New York Stock Exchange Inc.
(NYSE) is open for trading ("Portfolio Business Day"). The NAV of the Top 50
Europe Portfolio, Top 50 Asia Portfolio, Provesta Portfolio and Japanese Equity
Portfolio is determined at 4:00 p.m. (U.S. Eastern time) or in the event that
the NYSE closes early, at the time of such early closing (the "Valuation Time").
The NAV of the Top 50 US Portfolio is determined as of the close of regular
trading on the NYSE, (generally 4:00 p.m., U.S. Eastern time), and the NAV of
the Top 50 World Portfolio is determined as of the close of regular trading on
the NYSE, (generally 4:00 p.m., U.S. Eastern time), but no earlier than the
latest close of regular trading on any European securities exchanges on which
such Portfolio's portfolio securities may trade. Since the Top 50 World
Portfolio, Top 50 Europe Portfolio, Top 50 Asia Portfolio, Provesta Portfolio
and Japanese Equity Portfolio own foreign securities that trade in foreign
markets on days the NYSE is closed, the value of these Portfolios' assets may
change on days that beneficial interests cannot be purchased, redeemed or
exchanged.
The NAV of the US Money Market Portfolio is determined at 3:00 p.m. (U.S.
Eastern time) each day the NYSE and the Federal Reserve Bank are open. The
Portfolio's assets are valued by using the amortized cost method of valuation.
This method involves valuing a security at its cost at the time of purchase and
thereafter assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. The market value of the securities held by the
Portfolio fluctuates on the basis of the creditworthiness of the issuers of such
securities and on the levels of interest rates generally. While the amortized
cost method provides certainty in valuation, it may result in periods when the
value so determined is higher or lower than the price the Portfolio would
receive if the security were sold.
Each investor in the Portfolios, except the US Money Market Portfolio, may add
to or reduce its investment in the Portfolio on each day the NYSE is open for
regular trading. Each investor in the US Money Market Portfolio may add to or
reduce its investment in the Portfolio on each day the NYSE is open for regular
trading and the Federal Reserve Bank is open for business. At 4:00 p.m. (U.S.
Eastern time) on each such business day, the value of each investor's beneficial
interest in a Portfolio is determined by multiplying the net asset value of the
Portfolio by the percentage, effective for that day, which represents that
investor's share of the aggregate beneficial interests in the Portfolio. Any
additions or withdrawals, which are to be effected on that day, are then
effected. The investor's percentage of the aggregate beneficial interests in the
Portfolio is then recomputed as the percentage equal to the fraction (i) the
numerator of which is the value of such investor's investment in the Portfolio
as of 4:00 p.m. (U.S. Eastern time) on such day plus or minus, as the case may
be, the amount of any additions to or withdrawals from the investor's investment
in the Portfolio effected on such day, and (ii) the denominator of which is the
aggregate net asset value of the Portfolio as of 4:00 p.m. (U.S. Eastern time)
on such day plus or minus, as the case may be, the amount of the net additions
to or withdrawals from the aggregate investments in the Portfolio by all
investors in the Portfolio. The percentage so determined is then applied to
determine the value of the investor's interest in the Portfolio as of 4:00 p.m.,
New York time on the following business day of the Portfolio.
The end of each Portfolio's fiscal year is August 31.
An investor in the Portfolios may reduce all or any portion of its investment at
the net asset value next determined after a request in "good order" is furnished
by the investor to the Portfolio. The proceeds of a reduction will be paid by
the Portfolios in federal funds normally on the next Portfolio Business Day
after the reduction is effected, but in any event within seven days. Investments
in the Portfolio may not be transferred.
The right of any investor to receive payment with respect to any reduction may
be suspended or the payment of the proceeds therefrom postponed during any
period in which the NYSE is closed (other than weekends or holidays) or trading
on the NYSE is restricted or, to the extent otherwise permitted by the 1940 Act
if an emergency exists.
The Portfolio reserves the right under certain circumstances, such as
accommodating requests for substantial withdrawals or liquidations, to pay
distributions in kind to investors (i.e., to distribute portfolio securities as
opposed to cash). If securities are distributed, an investor could incur
brokerage, tax or other charges in converting the securities to cash. In
addition, distribution in kind may result in a less diversified portfolio of
investments or adversely affect the liquidity of the Portfolio.
There is no minimum initial or subsequent investment in a Portfolio. However,
because each Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the yield on its assets, investments
must be made in federal funds (i.e., monies credited to the account of the
Custodian by a Federal Reserve Bank).
Each Portfolio reserves the right to cease accepting investments at any time or
to reject any investment order.
Under the anticipated method of operation of the Portfolios, the Portfolios will
not be subject to any income tax. However, each investor in the Portfolios will
be taxable on its share (as determined in accordance with the governing
instruments of each Portfolio) of a Portfolio's ordinary income and capital gain
in determining its income tax liability. The determination of such share will be
made in accordance with the Internal Revenue Code of 1986, as amended (the
"Code"), and regulations promulgated thereunder.
It is intended that each Portfolio's assets, income and distributions will be
managed in such a way that an investor in a Portfolio will be able to satisfy
the requirements of Subchapter M of the Code, assuming that the investor
invested all of its assets in a Portfolio.
Investor inquiries may be directed to: toll-free 800-767-3524.
Item 8. Distribution Arrangements
An investment in the Portfolios may be made without a sales load. All
investments are made at net asset value next determined after an order is
received in "good order" by a Portfolio. The NAV of each Portfolio is determined
each Portfolio Business Day.
The Trust reserves the right to create and issue a number of series, in which
case investments in each series would participate equally in earnings and assets
of the particular series. Currently the Trust has seven series.
Investments in the Portfolios have no pre-emptive or conversion rights and are
fully paid and non-assessable, except as set forth below. The Trust is not
required and has no current intention to hold annual meetings of investors, but
the Trust will hold special meetings of investors when in the judgment of the
Trustees it is necessary or desirable to submit matters for an investor vote.
Changes in fundamental policies will be submitted to investors for approval.
Investors have under certain circumstances (e.g., upon application and
submission of certain specified documents to the Trustees by a specified
percentage of the aggregate value of the Trust's outstanding interests) the
right to communicate with other investors in connection with requesting a
meeting of investors for the purpose of removing one or more Trustees. Investors
also have the right to remove one or more Trustees without a meeting by a
declaration in writing by a specified number of investors. Upon liquidation of a
Portfolio its investors would be entitled to share pro rata in the net assets of
the Portfolio available for distribution to investors.
Flag Investors Portfolios Trust
Top 50 World Portfolio (US Dollar)
Top 50 Europe Portfolio (US Dollar)
Top 50 Asia Portfolio (US Dollar)
Top 50 US Portfolio (US Dollar)
Provesta Portfolio (US Dollar)
Japanese Equity Portfolio (US Dollar)
US Money Market Portfolio (US Dollar)
PART B
Item 10. Cover Page and Table of Contents
This Part B should only be read in conjunction with Part A. Part A contains
additional information about the investment objectives, portfolio strategies,
principal investments, and risk factors associated with investments in Top 50
World Portfolio, Top 50 Europe Portfolio, Top 50 Asia Portfolio, Top 50 US
Portfolio, Provesta Portfolio, Japanese Equity Portfolio and US Money Market
Portfolio.
Registrant incorporates by reference information in the Statement of
Additional Information and Prospectuses for Top 50 World, Top 50 Europe, Top 50
Asia, Top 50 US, European Mid-Cap Fund, Japanese Equity Fund and US Money Market
Fund (collectively, the "Feeder Funds") contained in the registration statement
on Form N-1A (File No. 333-07008), as amended, of Flag Investors Funds, Inc.
(the "Feeder Funds' SAI" and the "Feeder Funds' Prospectuses"). A copy of the
Feeder Funds' registration statement will be provided to anyone requesting a
copy of this Registration Statement. Registrant also incorporates by reference
information in the Annual Report (File Nos. 333-7008 and 811-8227) of Flag
Investors Funds, Inc. (the "Feeder Funds' Annual Report").
Table of Contents
Trust History..................................................................2
Description of the Trust and its Investments and Risks.........................2
Management of the Trust........................................................2
Control Persons and Principal Holders of Securities............................3
Investment Advisory and Other Services.........................................3
Brokerage Allocation and Other Practices.......................................3
Capital Stock and Other Securities.............................................4
Purchase, Redemption and Pricing of Shares.....................................5
Taxation of the Trust..........................................................5
Underwriters...................................................................6
Calculation of Performance Data................................................6
Financial Statements...........................................................7
<PAGE>
Item 11. Trust History
Flag Investors Portfolios Trust (the "Trust")(formerly Deutsche Portfolios)
was organized as a trust under the laws of the State of New York on June 20,
1997. The Portfolio Trust's Board of Trustees originally established ten
portfolios, of which seven currently exist. The three Portfolios that liquidated
and closed in December 1999 are Investa Portfolio (US Dollar), Global Bond
Portfolio (US Dollar) and European Bond Portfolio (US Dollar).
Item 12. Description of the Trust and its Investments and Risks
The Trust is a non-diversified, open-end management investment company.
Part A contains additional information about the investment objectives,
portfolio strategies, principal investments, and risk factors associated with
investments in Top 50 World Portfolio, Top 50 Europe Portfolio, Top 50 Asia
Portfolio, Top 50 US Portfolio, Provesta Portfolio, Japanese Equity Portfolio
and US Money Market Portfolio. This Part B should only be read in conjunction
with Part A. This section contains supplemental information concerning the types
of securities and other instruments in which each Portfolio may invest, the
investment policies and portfolio strategies that each Portfolio may utilize and
certain risks attendant to those investments, policies and strategies.
Registrant incorporates by reference information concerning the portfolio
strategies, investment policies and limitations, and associated risks of the
Portfolios from the sections entitled "Securities in Which the Portfolios
Invest" and "Securities Descriptions, Techniques and Risks" in the Feeder Funds'
SAI.
Item 13. Management of the Trust
Registrant incorporates by reference information concerning the management of
the Portfolios from the subsection entitled "Officers and Board of Directors of
the Corporation and Trustees of the Portfolio Trust" of the section entitled
"Who Manages and Provides Services to the Funds?" in the Feeder Funds' SAI.
<PAGE>
Item 14. Control Persons and Principal Holders of Securities
As of December 31, 1999, the Trust's Board and Officers as a group owned less
than 1% of the Portfolios' outstanding beneficial interests.
As of December 31, 1999, the following funds owned more than 5% of the
outstanding beneficial interests in each of the Portfolios:
<TABLE>
<CAPTION>
<S> <C> <C>
Percentage
Owner of Beneficial Interest Portfolio Ownership
DB Top 50 World Fund and Top 50 World Portfolio 81.8%
Deutsche Top 50 World 18.2%
DB Top 50 Europe Fund and Top 50 Europe Portfolio 66.6%
Deutsche Top 50 Europe 33.4%
DB Top 50 Asia Fund and Top 50 Asia Portfolio 55.0%
Deutsche Top 50 Asia 45.0%
DB Top 50 US Fund and Top 50 US Portfolio 70.9%
Deutsche Top 50 US 29.1%
DB European Mid-Cap Fund and Provesta Portfolio 23.9%
Deutsche European Mid-Cap Fund 76.1%
DB Japanese Equity Fund and Japanese Equity Portfolio 50.9%
Deutsche Japanese Equity Fund 49.1%
DB US Money Market Fund US Money Market Portfolio 91.9%
Deutsche US Money Market Fund 8.1%
</TABLE>
So long as each majority owner controls its corresponding Portfolio, the
majority owner may take actions without the approval of any other holder of
beneficial interest in the Portfolio.
Each investor has informed its corresponding Portfolio that whenever it is
requested to vote on matters pertaining to the Portfolio (other than a vote by
the Portfolio to continue the operation of the Portfolio upon the withdrawal of
another investor in the Portfolio), it will hold a meeting of its investors and
will cast its vote as instructed by those investors.
Item 15. Investment Advisory and Other Services
Registrant incorporates by reference information concerning the investment
advisory and other services provided for or on behalf of the Portfolios from the
subsections entitled "Manager," "Investment Adviser," "Operations Agent,"
"Administrative Agent," "Fund Accountant," "Custodian," "Independent
Accountants" and "Fees Paid by the Portfolio Trust for Services for the Fiscal
Year/Periods ended August 31" of the section entitled "Who Manages and Provides
Services to the Funds?" in the Feeder Funds' SAI, and the sections entitled
"Fees and Expenses?" and "Fund Management -- Management and Advisory Fees" in
the Feeder Funds' Prospectuses.
ICC Distributors, Inc., having a principal business address at Two Portland
Square, Portland, ME, acts as Executive Placement Agent of the Portfolios.
Item 16. Brokerage Allocation and Other Practices
Registrant incorporates by reference information concerning the brokerage
allocation and other practices of the Portfolios from the subsections entitled
"Brokerage Transactions" and "Fees Paid by the Funds for Services for the Fiscal
Year/Periods Ended August 31" of the section entitled "Who Manages and Provides
Services to the Funds?" in the Feeder Funds' SAI.
<PAGE>
Item 17. Capital Stock and Other Securities
Under the Declaration of Trust, the Trustees are authorized to issue beneficial
interests in separate series, such as the Portfolios. No series of the Trust has
any preference over any other series. Investors in the Portfolios are entitled
to participate pro rata in distributions of taxable income, loss, gain and
credit of the Portfolio. Investors in each series would be entitled to vote
separately to approve advisory agreements or changes in investment policy of the
particular series. Upon liquidation or dissolution of the Portfolios, investors
are entitled to share pro rata in the net assets of the Portfolios available for
distribution to investors. Investments in the Portfolios have no preference,
preemptive, conversion or similar rights and are fully paid and nonassessable,
except as set forth below. Investments in the Portfolios may not be transferred.
The Feeder Funds do not issue certificates representing an investor's beneficial
interest in the Portfolio.
Each investor in the Portfolios is entitled to a vote in proportion to the
amount of its investment. The Portfolios and other series of the Trust will all
vote together in certain circumstances (e.g., election of the Trust's Trustees
and Auditors, as required by the 1940 Act and the rules thereunder). One or more
series of the Trust could control the outcome of these votes. Investors do not
have cumulative voting rights, and investors holding more than 50% of the
aggregate beneficial interests in the Trust, or in a series as the case may be,
may control the outcome of votes and in such event the other investors in the
Portfolios, or in the series, would not be able to elect any Trustee. The Trust
is not required and has no current intention to hold annual meetings of
investors but the Portfolios will hold special meetings of investors when in the
judgment of the Trust's Trustees it is necessary or desirable to submit matters
for an investor vote. No material amendment may be made to the Trust's
Declaration of Trust without the affirmative majority vote of investors (with
the vote of each being in proportion to the amount of its investment).
The Trust, with respect to each Portfolio, may enter into a merger or
consolidation, or sell all or substantially all of its assets, if approved by
the vote of two-thirds of the Portfolios' investors (with the vote of each being
in proportion to its percentage of the beneficial interests in a Portfolio),
except that if the Trustees of the Trust recommend such sale of assets, the
approval by vote of a majority of the investors (with the vote of each being in
proportion to its percentage of the beneficial interests of each Portfolio) will
be sufficient. A Portfolio may also be terminated (i) upon liquidation and
distribution of its assets if approved by the vote of two-thirds of its
investors (with the vote of each being in proportion to the amount of its
investment) or (ii) by the Trustees of the Trust by written notice to its
investors.
In addition to selling beneficial interests to its corresponding Feeder Fund, a
Portfolio may sell beneficial interests to other mutual funds or institutional
investors (e.g., other investment companies, insurance company separate accounts
and common and commingled trust funds). Such investors will invest in a
Portfolio on the same terms and conditions and will pay a proportionate share of
the Portfolio's expenses. However, the other investors investing in the
Portfolio may sell shares of their own fund using a different pricing structure
than the corresponding Feeder Fund. Such different pricing structures may result
in differences in returns experienced by investors in other funds that invest in
the Portfolio. Such differences in returns are not uncommon and are present in
other mutual fund structures.
The Trust is organized as a trust under the laws of the State of New York. The
Declaration of Trust of the Portfolios provides that investors in the Portfolios
or any other series of the Trust will be held personally liable for its
obligations and liabilities, subject, however, to indemnification by the Trust
in the event that there is imposed upon an investor a greater portion of the
liabilities and obligations of the Portfolio than its proportionate beneficial
interest. The Declaration of Trust also provides that the Trust shall maintain
appropriate insurance (for example, fidelity bonding and errors and omissions
insurance) for the protection of the Trust, its investors, Trustees, officers,
employees and agents covering possible tort and other liabilities.
<PAGE>
The Declaration of Trust further provides that obligations of the Portfolios or
any other series of the Trust are not binding upon the Trustees individually but
only upon the property of the Portfolios or other series of the Trust, as the
case may be, and that the Trustees will not be liable for any action or failure
to act, but nothing in the Declaration of Trust protects a Trustee against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office. Thus, the risk of an investor incurring
financial loss on account of investor liability is limited to circumstances in
which both inadequate insurance existed and the Trust itself was unable to meet
its obligations with respect to any series thereof. Accordingly, the Trustees of
the Trust believe that neither the Portfolios nor their investors will be
adversely affected by reason of the investment of all of the assets of a Feeder
Fund in its corresponding Portfolio.
Item 18. Purchase, Redemption and Pricing of Shares.
Beneficial interests in each Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act.
Each Portfolio determines its net asset value once daily on Monday through
Friday as described under "Shareholder Information" in Part A. Registrant
incorporates by reference information concerning the method followed by each
Portfolio in determining its net asset value, the timing of such determinations
and the purchase of shares from the section entitled "What Do Shares Cost?" in
the Feeder Funds' SAI.
An investor's right to receive payment with respect to any redemption may be
suspended or the payment of the redemption proceeds postponed: (i) during
periods when the New York Stock Exchange or foreign stock exchange is closed for
other than weekends and holidays or when regular trading on such exchange is
restricted as determined by the Securities and Exchange Commission (SEC) by rule
or regulation, (ii) during periods in which an emergency exists which causes
disposal of, or evaluation of the net asset value of, portfolio securities to be
unreasonable or impracticable, or (iii) for such other periods as the SEC may
permit.
Item 19. Taxation of the Trust
The Trust is organized as a New York trust. Under the anticipated method of
operation of the Trust, the Portfolios will not be subject to any income tax.
However, each investor in the Portfolios will be taxable on its share (as
determined in accordance with the governing instruments of the Trust) of a
Portfolio's ordinary income and capital gain in determining its income tax
liability. The determination of such share will be made in accordance with the
Internal Revenue Code of 1986, as amended (the "Code"), and regulations
promulgated thereunder.
The Trust's taxable year-end is August 31. Although, as describe above, each
Portfolio will not be subject to federal income tax, the Trust will file
appropriate income tax returns with respect to each Portfolio.
It is intended that the assets, income and distributions of the Portfolios will
be managed in such a way that an investor in each Portfolio will be able to
satisfy the requirements of Subchapter M of the Code, assuming that the investor
invested all of its assets in that Portfolio.
Gains or losses attributable to disposition of foreign currency or to foreign
currency contracts, or to fluctuations in exchange rates between the time a
Portfolio accrues income or receivables or expenses or other liabilities
denominated in a foreign currency and the time a Portfolio actually collects
such income or pays such liabilities, are generally treated as ordinary income
or ordinary loss. Similarly, gains or losses on the disposition of debt
securities held by a Portfolio, if any, denominated in foreign currency, to the
extent attributable to fluctuations in exchange rates between the acquisition
and disposition dates are also treated as ordinary income or loss. These gains
and losses increase or decrease the amount of a Portfolio's net investment
income available for distribution rather than its net capital gains.
<PAGE>
Forward currency contracts, options and futures contracts entered into by a
Portfolio may create "straddles" for U.S. federal income tax purposes and this
may affect the character and timing of gains or losses realized by a Portfolio
on forward currency contracts, options and futures contracts or on the
underlying securities.
Foreign Investments. If the Portfolios purchase foreign securities, the
investment income of their corresponding Feeder Fund may be subject to foreign
withholding or other taxes that could reduce the return on these securities. Tax
treaties between the United States and foreign countries, however, may reduce or
eliminate the amount of foreign taxes to which the Feeder Funds would be
subject. The effective rate of foreign tax cannot be predicted since the amount
of a Portfolio's assets to be invested within various countries is uncertain.
However, each Portfolio intends to operate so as to qualify for treaty-reduced
tax rates when applicable.
Distributions from a Feeder Fund may be based on estimates of book income for
the year. Book income generally consists solely of the coupon income generated
by the portfolio, whereas tax basis income includes gains or losses attributable
to currency fluctuation. Due to differences in the book and tax treatment of
fixed income securities denominated in foreign currencies, it is difficult to
project currency effects on an interim basis. Therefore, to the extent that
currency fluctuations cannot be anticipated, a portion of distributions to
shareholders could later be designated as a return of capital, rather than
income, for income tax purposes, which may be of particular concern to simple
trusts.
Foreign Taxes. A Portfolio's gains and losses from the sale of securities will
generally be treated as derived from U.S. sources, however, and certain foreign
currency gains and losses likewise will be treated as derived from U.S. sources.
The limitation on the foreign tax credit is applied separately to foreign source
"passive income," such as the portion of dividends received from a Portfolio
that qualifies as foreign source income. In addition, the foreign tax credit is
allowed to offset only 90% of the alternative minimum tax imposed on
corporations and individuals.
Foreign Investors. Allocations of U.S. source dividend income to an investor
who, as to the United States, is a foreign trust or estate, foreign corporation
or foreign partnership (a "foreign investor") will be subject to U.S.
withholding tax at the rate of 30% (or lower treaty rate) unless the dividends
are effectively connected with a U.S. trade or business of the investor, in
which case the dividends will be subject to tax on a net income basis at the
graduated rates applicable to U.S. individuals or domestic corporations.
Allocations of Portfolio interest or short term or net long term capital gains
to foreign investors will not be subject to U.S. tax unless the allocations are
effectively connected with the investor's trade or business in the United States
or, in the case of an investor who is a non-resident alien individual, the
investor was present in the United States for more than 182 days during the
taxable year and certain other conditions are met.
The foregoing discussion is based on U.S. federal tax laws in effect on the date
hereof. These laws are subject to change by legislative or administrative
action, possibly with retroactive effect.
Item 20. Underwriters
The Exclusive Placement Agent for the Trust is ICC Distributors, Inc., who
replaced Edgewood Services, Inc. on December 20, 1999. The Executive Placement
Agent receives no additional compensation for serving in this capacity.
Investment companies, insurance company separate accounts, common and commingled
trust funds and similar organizations and entities may continuously invest in
each Portfolio.
Item 21. Calculation of Performance Data
Not applicable.
<PAGE>
Item 22. Financial Statements
Registrant incorporates by reference the financial statements of the Portfolios
from the sections entitled "Statement of Assets and Liabilities -- Deutsche
Portfolios," "Notes to Financial Statement -- Deutsche Portfolios," and "Report
of Independent Accountants" in the Feeder Funds' Annual Report.
PART C. OTHER INFORMATION
Responses to Items 23(e) and 23(i) through (k) have been omitted pursuant to
paragraph 2(b) of Instruction B of the General Instructions to Form N-1A.
Item 23. Exhibits:
(a) (i) Amended and Restated Declaration of Trust; (1)
(ii) Trustees' Resolution to Amend Declaration of Trust; (5)
(b) By-Laws of the Registrant; (1)
(c) Not applicable;
(d) (i) Conformed copy of Investment Management Agreement between
Registrant and Deutsche Fund Management, Inc. ("DFM"); (3)
(ii) Conformed copy of Investment Advisory Agreement between DFM,
DWS International Portfolio Management GmbH and Deutsche
Morgan Grenfell Investment Management Inc.; (3)
(e) Not applicable;
(f) Not applicable;
(g) (i) Conformed copy of Custodian Agreement between the Registrant
and Investors Bank & Trust Company; (3)
(ii) Conformed copy of Delegation Agreement between Deutsche
Portfolios and Investors Bank and
Trust Company including Appendix A-D; (4)
(h) (i) Conformed copy of Fund Accounting
Agreement between the Registrant and IBT
Fund Services (Canada) Inc.; (3)
(ii) Conformed copy of Administration Agreement
between the Registrant and IBT Trust Company
(Cayman), Ltd.; (3)
(iii) Conformed copy of Operations Agency Agreement between the
Registrant and Federated Services Company; (2)
(iv) Conformed copy of Amendment to Operations Agency
Agreement; (5) (v) Conformed copy of Exclusive
Placement Agency Agreement between the Registrant and
Edgewood Services, Inc.; (2)
(i) Not applicable;
(j) Not applicable;
(k) Not applicable;
(l) Investment representation letters of initial investors; (1)
- -------------------------------
+ All exhibits have been filed electronically
1. Incorporated by reference to Registrant's Registration Statement as filed
with the Commission on September 23, 1997.
2. Incorporated by reference to Amendment No. 1 to Registrant's Registration
Statement as filed with the Commission on April 30, 1998.
3. Incorporated by reference to Amendment No. 2 to Registrant's Registration
Statement as filed with the Commission on September 1, 1998.
4. Incorporated by reference to Amendment No. 3 to Registrant's Registration
Statement as filed with the Commission on November 3, 1998.
5. Incorporated by reference to Amendment No. 4 to Registrant's Registration
Statement as filed with the Commission on January 6, 2000.
<PAGE>
(m) Not applicable;
(n) Not applicable;
(o) Conformed copy of Power of Attorney; (5)
Item 24. Persons Controlled By or Under Common Control with the Trust:
None
Item 25. Indemnification: (1)
Item 26. Business and Other Connections of Investment Adviser:
Deutsche Fund Management, Inc. ("DFM"), DWS International Portfolio Management
GmbH ("DWS-IPM") and Deutsche Bank Investment Management Inc.("DBIMI") (formerly
Deutsche Morgan Grenfell Investment Management Inc. ("DMGIM"))are each indirect
subsidiaries of Deutsche Bank AG.
Deutsche Fonds Holding GmbH ("DFH"), a holding company organized under German
law, 93% owned by Deutsche Bank AG; sole shareholder of DFM (since 1/97); sole
shareholder of DWS-IPM (since 5/97).
Deutsche Bank AG, a publicly-held global financial institution, trading on the
Frankfurt Stock Exchange); sole shareholder of DFH (since 9/94).
Deutsche Bank North America Holding Corp. ("DBNAH"), a holding company organized
under US law, 100% owned by Deutsche Bank AG; sole shareholder of Deutsche Bank
U.S. Financial Markets Holding Corporation. Deutsche Bank U.S. Financial Markets
Holding Corporation, a holding company organized under US law, 100% owned by
DBNAH; sole shareholder of DMGIM.
Brian A. Lee, President and Managing Director of DFM (since 1/97); President and
Chief Operating Officer of Bankers Trust Company of New York (formerly Deutsche
Bank Trust Company ("DBTC"))(prior to 1997).
Christian Strenger, Chairman of the Board of Directors of DFM (since 1/97);
Managing Director/Spokesman of DFH (since 9/94); Managing Director/Spokesman of
DWS-IPM (since 5/97); Managing Director/Spokesman of DWS Deutsche
Gesellschaftfuer Wertpapiersparen mbH ("DWS-DGW)(since 8/91).
Udo Behrenwaldt, Director of DFM (since (5/97); Managing Director of DFH (since
9/94); Manager Director of DWS-IPM (since 5/97); Executive Director of DB
Investment Management, S.A. (since 7/87); Managing Director of DWS-DGW (since
11/75).
-------------------------------
1. Incorporated by reference to Registrant's Registration Statement as filed
with the Commission on September 23, 1997.
5. Incorporated by reference to Amendment No. 4 to Registrant's Registration
Statement as filed with the Commission on January 6, 2000.
<PAGE>
Holger Naumann, Director of DFM (since 1/97); Head of Participations at
DWS-DGW(since 12/95); Group Strategy Department at Deutsche Bank AG (prior to
12/95).
Bernd-Albrecht von Maltzan, Director of DFM (since 5/97); Divisional Board
Member of Deutsche Bank AG (since 7/96); Managing Director of Deutsche Morgan
Grenfell in Frankfurt and London (prior to 7/96).
Michael C. Lowengrub, Treasurer of DBIMI (formerly DMGIM)(since 9/97); Treasurer
of Bankers Trust Company of New York (formerly DBTC) (since 4/95); Business Area
Comptroller of Deutsche Bank AG, Private Banking, Americas (since 11/94).
Thomas A. Curtis, Secretary of DFM (since 1/97); Secretary of CB Management
Corp. (since 2/96); Director and Counsel of Deutsche Bank AG-New York
Branch(since 7/95).
Axel-Guenther Benkner, Managing Director of DWS-IPM (since 5/97); Managing
Director of DFH (since 9/94); Managing Director of Deutsche
Vermoegensbildungsgesellschaft mbH (since 12/90); Managing Director of DWS-DGW
(since 2/91).
Heinz-Wilheim Fesser, Senior Portfolio Manager of DWS-IPM (since 5/97); Fixed
Income-Global at DWS-DGW (since 12/87).
Klaus Kaldmorgen, Senior Portfolio Manager of DWS-IPM (since 5/97);
Equities-Global at DWS-DGW (since 12/82).
Klaus Martini, Senior Portfolio Manager of DWS-IPM (since 6/97); Head of
Equities - Europe at DWS-DGW (since 7/84).
Elisabeth Weisenhorn, Senior Portfolio Manager of DWS-IPM (since 6/97); Head of
Equities - Germany at DWS-DGW (since 11/85).
Reinhold Volk, Chief Financial Officer of DWS-IPM (since 6/97); Head of
Controlling at DWS-DGW (since 10/86).
Mathias Geuckler, Chief Compliance Officer of DWS-IPM (since 6/97), Chief
Compliance Officer of DWS-DGW (since 11/92).
Gerhard Seifried, Chief Operations Officer of DWS-IPM (since 6/97); Head of Fund
Administration at DWS-DGW (since 10/85).
Item 27. Principal Underwriters:
(a) ICC Distributors, Inc. the Distributor for shares of the Registrant, acts
as principal underwriter for Flag Investors Communications Fund, Inc.
(formerly known as Flag Investors Telephone Income Fund, Inc.), Flag
Investors International Fund, Inc., Flag Investors Emerging Growth Fund,
Inc., Flag Investors Shares Class of Total Return U.S. Treasury Fund, Inc.,
Flag Investors Shares Class of Managed Municipal Fund, Inc., Flag Investors
Short-Intermediate Income Fund, Inc. (formerly known as Flag Investors
Intermediate-Term Income Fund, Inc.), Flag Investors Value Builder Fund,
Inc., Flag Investors Real Estate Securities Fund, Inc., Flag Investors
Equity Partners Fund, Inc., BT Investment Funds, BT Advisor Funds, BT
Pyramid Mutual Funds, BT Institutional Funds, BT Investment Portfolios,
Cash Management Portfolio, Intermediate Tax Free Portfolio, Tax Free Money
Portfolio, NY Tax Free Money Portfolio, Treasury Money Portfolio,
International Equity Portfolio, Equity 500 Index Portfolio, Capital
Appreciation Portfolio, Asset Management Portfolio, Morgan Grenfell Funds,
The Glenmede Funds, Inc. and The Glenmede Portfolios, all registered
open-end management investment companies.
(b)
<TABLE>
<CAPTION>
<S> <C> <C>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
John Y. Keffer President, --
Two Portland Square ICC Distributors, Inc.
Portland, ME 14101
David I. Goldstein Secretary, --
Two Portland Square ICC Distributors, Inc.
Portland, ME 14101
Benjamin L. Niles Vice President, --
Two Portland Square ICC Distributors, Inc.
Portland, ME 14101
Nanette K. Chern Chief Compliance Officer, --
Two Portland Square ICC Distributors, Inc.
Portland, ME 14101
Ronald H. Hirsh Treasurer, --
Two Portland Square ICC Distributors, Inc.
Portland, ME 14101
Marc D. Keffer Assistant Secretary, --
Two Portland Square ICC Distributors, Inc.
Portland, ME 14101
Frederick Skillin Assistant Treasurer, --
Two Portland Square ICC Distributors, Inc.
Portland, ME 14101
</TABLE>
(c) Not applicable
<PAGE>
Item 28. Location of Accounts and Records:
All accounts, books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940, as amended, and the Rules
thereunder are maintained at the offices of:
Flag Investors Portfolios Trust
P.O. Box 501
Cardinal Avenue
Grand Cayman, Cayman Islands, BWI
Deutsche Fund Management, Inc.
31 West 52nd Street
New York, NY 10019
(Investment Manager)
DWS International Portfolio Management GmbH
Gruenburgweg 113-115, 60323
Frankfurt am Main, Germany
(Investment Adviser for each Portfolio, except US Money Market Portfolio (US
Dollar)and Top 50 US Portfolio (US Dollar))
Deutsche Morgan Grenfell Investment Management Inc.
31 West 52nd Street
New York, NY 10019
(Investment Adviser for US Money Market Portfolio (US Dollar) and
and Top 50 US Portfolio (US Dollar))
Federated Services Company
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
(Operations Agent)
IBT Fund Services (Canada) Inc.
One First Place
King Street West, Suite 2800
P.O. Box 231
Toronto, Ontario M5X1C8
(Fund Accounting Agent)
IBT Trust Company (Cayman) Ltd.
P.O. Box 501
Cardinal Avenue
Grand Cayman, Cayman Islands, BWI
(Administrative Agent)
Item 29. Management Services:
Not applicable.
Item 30. Undertakings:
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940,
FLAG INVESTORS PORTFOLIOS TRUST has duly caused this registration statement on
Form N-1A to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on the
18th day of January 2000.
FLAG INVESTORS PORTFOLIOS TRUST
By: /s/ Victor R. Siclari, Esq.
Victor R. Siclari, Esq.
Senior Corporate Counsel
Federated Administrative Services
