BT INVESTMENT FUNDS, 485BPOS, 1998-06-30

BT INVESTMENT FUNDS
485BPOS, 1998-06-30

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1933 Act File No. 33-07404
1940 Act File No. 811-4760

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X

Pre-Effective Amendment No. ....................

Post-Effective Amendment No. 50 ..................... X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 50 ................................... X

BT INVESTMENT FUNDS
(Exact Name of Registrant as Specified in Charter)

5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
(Address of Principal Executive Offices)

(412) 288-1900
(Registrant's Telephone Number)

Jay S. Neuman, Esquire Copies to: Burton M. Leibert, Esq.
Federated Investors Tower Willkie Farr & Gallagher
Pittsburgh, Pennsylvania 15222-3779 One Citicorp Center
(Name and Address of Agent for Service) 153 East 53rd Street
...... New York, New York 10022

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

[ ] immediately upon filing pursuant to paragraph (b) [X] on July 1, 1998
pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to
paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

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

Asset Management Portfolio II and Asset Management Portfolio III (each a series
of BT Investment Portfolios) and Asset Management Portfolio have also executed
this Amendment to the Registration Statement.

<PAGE>

CROSS-REFERENCE SHEET

This Amendment to the Registration Statement of BT INVESTMENT FUNDS, which
is comprised of sixteen funds, relates only to BT Investment Lifecycle Long
Range Fund, BT Investment Lifecycle Mid Range Fund, and BT Investment Short
Range Fund and is comprised of the following:

PART A......INFORMATION REQUIRED IN A PROSPECTUS.

Prospectus Heading
(Rule 404(c) Cross Reference)

Item 1. Cover Page....................Cover Page.
Item 2. Synopsis......................Summary of Fund Expenses.
Item 3. Condensed Financial
Information...................Financial Highlights; Performance
Information and Reports.
Item 4. General Description of
Registrant....................The Funds; Who May Want to Invest;
Investment Objectives and Policies;
Risk Factors: Matching the Funds
to Your Investment Needs.
Item 5. Management of the Fund........Management of the Trust and
Portfolios.
Item 6. Capital Stock and Other
Securities Dividends, Distributions and Taxes.
Item 7. Purchase of Securities Being
Offered.......................Net Asset Value; Purchase and
Redemption of Shares.
Item 8. Redemption or Repurchase......Purchase and Redemption of Shares.
Item 9. Legal Proceedings None.

<PAGE>

PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.

Item 10. Cover Page....................Cover Page.
Item 11. Table of Contents.............Table of Contents.
Item 12. General Information and
History.......................Organization of the Trust; Appendix.
Item 13. Investment Objectives and
Policies Investment Objectives and Policies.
Item 14. Management of the Fund........Management of the Trust and
Portfolios.
Item 15. Control Persons and Principal
Holders of Securities.........Management of the Trust and
Portfolios; Trustee Compensation.
Item 16. Investment Advisory and Other
Services Investment Adviser; Administrator.
Item 17. Brokerage Allocation..........Portfolio Transactions and Brokerage
Commissions.
Item 18. Capital Stock and Other
Securities Not Applicable.
Item 19. Purchase, Redemption and
Pricing of Securities Being
Offered.......................Purchase and Redemption Information.
Item 20. Tax Status....................Taxes.
Item 21. Underwriters Not applicable.
Item 22. Calculation of Performance
Data Performance Information.
Item 23. Financial Statements..........Incorporated by reference to the
Registrant's Annual Reports dated
March 31, 1998 (File Nos. 33-07404
and 811-4760).

o BT INVESTMENT FUNDS o

- --------------------------------------------------------------------------------
BT INVESTMENT LIFECYCLE SHORT RANGE FUND
BT INVESTMENT LIFECYCLE MID RANGE FUND
BT INVESTMENT LIFECYCLE LONG RANGE FUND

A family of asset allocation funds, each investing in stocks, bonds and
short-term instruments to achieve a distinct goal.

PROSPECTUS
- --------------------------------------------------------------------------------
JUNE 30, 1998

BT Investment Funds (the "Trust") is an open-end, management investment company
(mutual fund) which consists of a number of separate investment funds.

Please read this Prospectus carefully before investing and retain it for future
reference. It contains important information about the BT Investment Lifecycle
Short Range Fund, BT Investment Lifecycle Mid Range Fund and BT Investment
Lifecycle Long Range Fund (each a "Fund" and together the "Funds") that you
should know and can refer to in deciding whether the Funds' goals match your
own.

A Statement of Additional Information ("SAI") with the same date has been filed
with the Securities and Exchange Commission ("SEC"), and is incorporated herein
by reference. You may request a free copy of the SAI or a paper copy of this
prospectus, if you have received your prospectus electronically, free of charge
by calling the Funds' Service Agent at 1-800-730-1313. The SAI, material
incorporated by reference into this document, and other information regarding
the Trust is maintained electronically with the SEC at Internet Web site
(http://www.sec.gov).

UNLIKE OTHER MUTUAL FUNDS, EACH FUND SEEKS TO ACHIEVE ITS INVESTMENT OBJECTIVES
BY INVESTING ALL OF ITS INVESTABLE ASSETS ("ASSETS") IN A SEPARATE INVESTMENT
COMPANY (EACH A "PORTFOLIO" AND TOGETHER THE "PORTFOLIOS") WITH AN IDENTICAL
INVESTMENT OBJECTIVE. THE INVESTMENT PERFORMANCE OF EACH FUND WILL CORRESPOND
DIRECTLY TO THE INVESTMENT PERFORMANCE OF THE CORRESPONDING PORTFOLIO. SEE
"SPECIAL INFORMATION CONCERNING MASTER FEEDER FUND STRUCTURE" HEREIN.

BANKERS TRUST COMPANY ("BANKERS TRUST") IS THE INVESTMENT ADVISER (THE
"ADVISER") OF EACH PORTFOLIO. SHARES OF THE FUNDS ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, BANKERS TRUST OR ANY OTHER BANKING
OR DEPOSITORY INSTITUTION. SHARES ARE NOT FEDERALLY GUARANTEED OR INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE U.S. GOVERNMENT, THE FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

LIKE SHARES OF ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

EDGEWOOD SERVICES, INC.
5800 Corporate Drive o Pittsburgh, Pennsylvania o 15237-5829

<PAGE>

- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

PAGE
- --------------------------------------------------------------------------------

The Funds......................................................................3
Who May Want to Invest.........................................................3
Summary of Fund Expenses.......................................................4
Financial Highlights...........................................................5
Investment Objectives and Policies.............................................7
Risk Factors: Matching the Fund to Your Investment Needs......................10
Net Asset Value...............................................................13
Purchase and Redemption of Shares.............................................13
Dividends, Distributions and Taxes............................................17
Performance Information and Reports...........................................18
Management of the Trust and Portfolios........................................19
Additional Information........................................................22
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
THE FUNDS
- --------------------------------------------------------------------------------

Each Fund seeks to achieve its investment objective by allocating investments
among three asset classes: stocks, bonds, and short-term instruments. The Funds'
investment objectives are as follows:

o BT Investment Lifecycle Short Range Fund -- seeks high income over the long
term consistent with conservation of capital.

o BT Investment Lifecycle Mid Range Fund -- seeks long term capital growth,
current income, and growth of income, consistent with reasonable investment
risk.

o BT Investment Lifecycle Long Range Fund -- seeks high total return with
reduced risk over the long term.

The Trust seeks to achieve the investment objective of each Fund by investing
all of the Assets of the Fund in the corresponding Portfolio. Each Portfolio has
the same investment objective as the corresponding Fund.

- --------------------------------------------------------------------------------
WHO MAY WANT TO INVEST
- --------------------------------------------------------------------------------

The Funds are designed to make investing for your future easy. Each Fund is
diversified across stocks, bonds, and short-term instruments; each Fund is
professionally managed by a team of Bankers Trust experts; and each Fund is
specially designed to meet the investment objectives of investors at different
points in the wealth accumulation cycle. Thus, investing in the Funds is easier
than typical mutual funds, since with the Funds the worry of deciding how much
to put in stocks or bonds is left to professionals. All you decide is how long
it will be until you need your savings.

o BT Investment Lifecycle Short Range Fund: This Fund is designed for investors
with less than five years until they need their savings. Since the Fund seeks
high income over the long term, it may be appropriate for investors who need
current income rather than capital growth and who are not willing to ride out
market fluctuations.

o BT Investment Lifecycle Mid Range Fund: This Fund is designed for investors
who will not need their savings for at least five years. Since the Fund seeks
long term capital growth, current income, and growth of income, it may be
appropriate for investors who can tolerate some short-term market value
fluctuation, but who also need the added stability of share value that can be
derived from investing for income.

o BT Investment Lifecycle Long Range Fund: This Fund is designed for investors
who have more than ten years until they will need their savings. In other
words, since the Fund seeks high total return with reduced risk over the long
term, the Fund is appropriate for investors who are willing to ride out market
fluctuations.

<PAGE>

- --------------------------------------------------------------------------------
SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

The following table provides (i) a summary of expenses relating to purchases and
sales of the shares of each Fund, and the annual operating expenses of each Fund
and its corresponding Portfolio, as a percentage of average net assets of each
Fund; and (ii) an example illustrating the dollar cost of such expenses on a
$1,000 investment in each Fund.

THE TRUSTEES OF THE TRUST BELIEVE THAT THE EXPENSES OF EACH FUND AND EXPENSES OF
THE CORRESPONDING PORTFOLIO, IN THE AGGREGATE, WILL BE LESS THAN OR
APPROXIMATELY EQUAL TO THE EXPENSES WHICH EACH FUND WOULD INCUR IF THE TRUST
RETAINED THE SERVICES OF AN INVESTMENT ADVISER AND THE ASSETS OF THAT FUND WERE
INVESTED DIRECTLY IN THE TYPE OF SECURITIES BEING HELD BY THE CORRESPONDING
PORTFOLIO.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
BT Investment BT Investment BT Investment
Lifecycle Lifecycle Lifecycle
Short Range Mid Range Long Range
Fund Fund Fund
------------- ------------- -------------
<S> <C> <C> <C> <C>
ANNUAL OPERATING EXPENSES
(as a percentage of the average daily net assets of each
Fund)
Investment advisory fee (after waivers).................... 0.47% 0.49% 0.51%
12b-1 fees................................................. None None None
Other expenses (after reimbursements or waivers)........... 0.53 0.51 0.49
Total operating expenses (after reimbursements or
waivers)................................................. 1.00% 1.00% 1.00%

EXAMPLE: 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
You would pay the following expenses for each Fund on a $1,000 investment,
assuming (1) 5% annual return and (2)
redemption at the end of each time period................ $10 $32 $55 $122
</TABLE>

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

The expense table and the example above show the costs and expenses that an
investor will bear directly or indirectly as a shareholder of each of the Funds.
Bankers Trust has voluntarily agreed to waive a portion of its investment
advisory fee with respect to the Portfolios. Without such waivers, each
Portfolio's investment advisory fee would have been equal to 0.65% of the
Portfolio's average daily net assets. The expense table and the example reflect
a voluntary undertaking by Bankers Trust to waive or reimburse expenses such
that the total operating expenses will not exceed 1.00% of the Fund's average
net assets. In the absence of this undertaking, for the fiscal year ended March
31, 1998 "Total operating expenses" above of the BT Investment Lifecycle Short
Range Fund, BT Investment Lifecycle Mid Range Fund and BT Investment Lifecycle
Long Range Fund, and corresponding Portfolios, would have been equal to
approximately 1.58%, 1.48% and 1.45%, respectively, of each Fund's average net
assets. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Moreover,
while each example assumes a 5% annual return, actual performance will vary and
may result in a return greater or less than 5%.

The Funds are distributed by Edgewood Services, Inc. ("Edgewood," or the
"Distributor") to investors including customers of Bankers Trust or to customers
of another bank or a dealer or other institution that has a sub-shareholder
servicing agreement with Bankers Trust (along with Bankers Trust, a "Service
Agent"). Some Service Agents may impose certain conditions on their customers in
addition to or different from those imposed by each Fund and may charge their
customers a direct fee for their services, including transaction fees on
purchases and redemptions of Fund shares. Each Service Agent has agreed to
transmit to shareholders who are its customers appropriate disclosures of any
fees that it may charge them directly.

For more information with respect to the expenses of the Funds and the
Portfolios, see "Management of the Trust and Portfolios" herein.

<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The following tables show selected data for a share outstanding, total
investment return, ratios to average net assets and other supplemental data of
the Funds for the periods indicated and have been audited by Coopers & Lybrand
L.L.P., the Funds' independent accountants, whose report thereon appears in the
Funds' Annual Report which is incorporated by reference in the Funds' SAI.

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

<TABLE>
<CAPTION>
Short Range
------------------------------------------------------------------
For the period
October 15, 1993
For the years ended March 31, (Commencement
-------------------------------------------- of Operations) to
1998 1997 1996 1995 March 31, 1994
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD................... $ 10.31 $ 10.03 $ 9.50 $ 9.60 $ 10.00
-------- ------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.................................. 0.44 0.48 0.45 0.41 0.13
Net Realized and Unrealized Gain (Loss) on Investments,
Foreign Currency Transactions, Forward Foreign
Currency Contracts and Futures Contracts............. 1.39 0.34 0.54 (0.13) (0.47)
-------- ------- ------- ------- -------
Total from Investment Operations......................... 1.83 0.82 0.99 0.28 (0.34)
-------- ------- ------- ------- -------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income.................................. (0.46) (0.54) (0.46) (0.37) (0.06)
Net Realized Gain from Investment Transactions......... (0.86) -- -- (0.01) --
-------- ------- ------- ------- -------
Total Distributions...................................... (1.32) (0.54) (0.46) (0.38) (0.06)
-------- ------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD........................... $ 10.82 $ 10.31 $ 10.03 $ 9.50 $ 9.60
======== ======= ======= ======= =======
TOTAL INVESTMENT RETURN.................................. 18.68% 8.32% 10.67% 3.08% (7.39)%*
SUPPLEMENTAL DATA AND RATIOS:
Net Assets, End of Period (000s omitted)............... $ 49,408 $32,552 $28,899 $21,137 $17,582
Ratios to Average Net Assets:
Net Investment Income................................ 4.06% 4.24% 4.64% 4.47% 3.12%*
Expenses, Including Expenses of the Asset Management
Portfolio III...................................... 1.00% 1.00% 1.00% 1.00% 1.00%*
Decrease Reflected in Above Expense Ratio Due to
Absorption of Expenses by Bankers Trust............ 0.58% 0.65% 0.65% 0.82% 1.12%*
</TABLE>

<TABLE>
<CAPTION>
Mid Range
------------------------------------------------------------------
For the period
October 14, 1993
For the years ended March 31, (Commencement
-------------------------------------------- of Operations) to
1998 1997 1996 1995 March 31, 1994
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD..................... $ 10.80 $ 10.48 $ 9.61 $ 9.45 $ 10.00
-------- ------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.................................. 0.37 0.42 0.41 0.37 0.11
Net Realized and Unrealized Gain (Loss) on Investments,
Foreign Currency Transactions, Forward Foreign
Currency Contracts and Futures Contracts............. 2.36 0.72 0.96 0.11 (0.60)
-------- ------- ------- ------- -------
Total from Investment Operations......................... 2.73 1.14 1.37 0.48 (0.49)
-------- ------- ------- ------- -------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income.................................. (0.37) (0.44) (0.44) (0.32) (0.06)
Net Realized Gain from Investment Transactions......... (0.84) (0.38) (0.06) -- --
-------- ------- ------- ------- -------
Total Distributions...................................... (1.21) (0.82) (0.50) (0.32) (0.06)
-------- ------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD........................... $ 12.32 $ 10.80 $ 10.48 $ 9.61 $ 9.45
======== ======= ======= ======= =======
TOTAL INVESTMENT RETURN.................................. 26.33% 11.16% 14.65% 5.24% (10.48)%*
SUPPLEMENTAL DATA AND RATIOS:
Net Assets, End of Period (000s omitted)............... $ 95,103 $61,867 $51,466 $25,733 $19,170
Ratios to Average Net Assets:
Net Investment Income................................ 3.31% 3.48% 4.15% 4.01% 2.77%*
Expenses, Including Expenses of the Asset Management
Portfolio II....................................... 1.00% 1.00% 1.00% 1.00% 1.00%*
Decrease Reflected in Above Expense Ratio Due to
Absorption of Expenses by Bankers Trust............ 0.48% 0.55% 0.58% 0.76% 1.10%*
</TABLE>

- --------------------------------------------------------------------------------
* Annualized

Further information about each Fund's performance is contained in the Funds'
Annual Report, dated March 31, 1998, which can be obtained free of charge.

<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
Long Range
------------------------------------------------------------------
For the period
November 16, 1993
For the years ended March 31, (Commencement
-------------------------------------------- of Operations) to
1998 1997 1996 1995 March 31, 1994
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD..................... $ 11.96 $ 11.32 $ 10.07 $ 9.68 $ 10.00
-------- ------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income.................................. 0.32 0.35 0.37 0.30 0.02
Net Realized and Unrealized Gain (Loss) on Investments,
Foreign Currency Transactions, Forward Foreign
Currency Contracts and Futures Contracts............. 3.57 1.18 1.54 0.32 (0.34)
-------- ------- ------- ------- -------
Total from Investment Operations......................... 3.89 1.53 1.91 0.62 (0.32)
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income.................................. (0.33) (0.39) (0.38) (0.23) --
Net Realized Gain from Investment Transactions......... (0.95) (0.50) (0.28) -- --
-------- ------- ------- ------- -------
Total Distributions...................................... (1.28) (0.89) (0.66) (0.23) --
-------- ------- ------- ------- -------
NET ASSET VALUE, END OF PERIOD........................... $ 14.57 $ 11.96 $ 11.32 $ 10.07 $ 9.68
======== ======= ======= ======= =======
TOTAL INVESTMENT RETURN.................................. 33.69% 13.88% 19.41% 6.60% (8.42)%*
SUPPLEMENTAL DATA AND RATIOS:
Net Assets, End of Period (000s omitted)............... $138,801 $78,291 $56,012 $13,366 $ 5,203
Ratios to Average Net Assets:
Net Investment Income................................ 2.57% 2.73% 3.58% 3.41% 2.69%*
Expenses, Including Expenses of the Asset Management
Portfolio.......................................... 1.00% 1.00% 1.00% 1.00% 1.00%*
Decrease Reflected in Above Expense Ratio Due to
Absorption of Expenses by Bankers Trust............ 0.45% 0.48% 0.60% 0.91% 6.00%*
</TABLE>

- --------------------------------------------------------------------------------
* Annualized

Further information about each Fund's performance is contained in the Funds'
Annual Report, dated March 31, 1998, which can be obtained free of charge.

<PAGE>

- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------

Each Fund seeks to achieve its investment objective by allocating investments
among three asset classes: stocks, bonds, and short-term instruments. The Funds'
investment objectives are as follows:

o BT Investment Lifecycle Short Range Fund -- seeks high income over the long
term consistent with conservation of capital.

o BT Investment Lifecycle Mid Range Fund -- seeks long term capital growth,
current income, and growth of income, consistent with reasonable investment
risk.

o BT Investment Lifecycle Long Range Fund -- seeks high total return with
reduced risk over the long term.

The Funds offer investors a convenient means of diversifying their holdings in
various classes of assets while relieving those investors of the administrative
burdens typically associated with purchasing and holding these instruments, such
as determining asset class allocations, coordinating maturities and
reinvestments, providing for safekeeping and maintaining detailed records.

The Trust seeks to achieve the investment objective of each Fund by investing
all the Assets of the BT Investment Lifecycle Short Range Fund in the Asset
Management Portfolio III, the BT Investment Lifecycle Mid Range Fund in the
Asset Management Portfolio II, and the BT Investment Lifecycle Long Range Fund
in the Asset Management Portfolio. Each corresponding Portfolio has the same
investment objective as the Fund. There can be no assurances that the investment
objective of any of the Funds or the Portfolios will be achieved. The investment
objective of each of the Funds and the Portfolios is not a fundamental policy
and may be changed upon notice to, but without the approval of, a Fund's
shareholders or a Portfolio's investors, respectively. See "Special Information
Concerning Master Feeder Fund Structure" herein.

Since the investment characteristics of the Funds will correspond directly to
those of the Portfolios, the following is a discussion of the various
investments and investment policies of each Portfolio. Additional information
about the investment policies of the Portfolios appears in the SAI.

ALL PORTFOLIOS

INVESTMENT ALLOCATIONS. In seeking to achieve each Portfolio's investment
objective, the Adviser, allocates the Portfolio's assets among three principal
asset classes (as discussed below): stocks, bonds and short-term instruments.
The asset classes stated below are based on risk characteristics and may not be
identical to the Portfolio's total aggregate holdings of the three types of
instruments. For example, a Portfolio may buy or sell a futures contract to
increase or decrease the Portfolio's exposure to the stock market. Bankers Trust
will normally allocate the assets of each Fund's corresponding Portfolio within
the following parameters:

Short-Term
Instruments Bonds Stocks
----------- ----- ------
BT Investment Lifecycle
Short Range Fund.......... 0-65% 35-70% 0-30%
BT Investment Lifecycle
Mid Range Fund............ 0-50% 30-60% 20-50%
BT Investment Lifecycle
Long Range Fund........... 0-25% 25-55% 40-70%

The asset classes of the corresponding Portfolio of each Fund fluctuates around
the following neutral position:

Short-Term
Instruments Bonds Stocks
----------- ----- ------
BT Investment Lifecycle
Short Range Fund.......... 30% 55% 15%
BT Investment Lifecycle
Mid Range Fund............ 20% 45% 35%
BT Investment Lifecycle
Long Range Fund........... 10% 35% 55%

As of March 31, 1998, the asset classes of the corresponding Portfolio of each
Fund were allocated as follows:

Short-Term
Instruments Bonds Stocks
----------- ----- ------
BT Investment Lifecycle
Short Range Fund.......... 23% 50% 27%
BT Investment Lifecycle
Mid Range Fund............ 8% 43% 49%
BT Investment Lifecycle
Long Range Fund........... 7% 28% 65%

Each Portfolio may make substantial temporary investments in cash and money
market instruments for defensive purposes when, in Bankers Trust's judgment,
market conditions warrant, or when the Portfolio has less than $10 million in
assets.

Bankers Trust regularly reviews each Portfolio's investment allocations, and
will gradually vary them over time to favor asset classes that, in Bankers
Trust's current

<PAGE>

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

- --------------------------------------------------------------------------------
judgment, provide the most favorable total return outlook consistent with each
Portfolio's investment objective. In making allocation decisions, Bankers Trust
will evaluate projections of risk, market and economic conditions, volatility,
yields and expected return. Bankers Trust will seek to reduce risk relative to
an investment in common stocks by emphasizing the bond and short-term classes
when stocks appear overvalued. Bankers Trust's management will include use of
database systems to help analyze past situations and trends, research
specialists in each of the asset classes to help in securities selection,
portfolio management professionals to determine asset allocation and to select
individual securities, and its own credit analysis as well as credit analysis
provided by rating services to determine the quality of debt securities.

SHORT-TERM INSTRUMENTS. These securities include the following types of domestic
and foreign securities and money market instruments with remaining maturities of
thirteen months or less, as well as shares of money market mutual funds (see
"Investment Company Securities" herein). Bankers Trust will seek to maximize
total return within the short-term class by taking advantage of yield
differentials between different instruments, issuers and currencies. The
short-term class consists of foreign and domestic: (i) short-term obligations of
sovereign governments, their agencies, instrumentalities, authorities or
political subdivisions; (ii) other short-term debt securities rated Aa or higher
by Moody's Investors Service, Inc. ("Moody's") or AA or higher by Standard &
Poor's ("S&P") or, if unrated, of comparable quality in the opinion of Bankers
Trust; (iii) commercial paper; (iv) bank obligations, including negotiable
certificates of deposit, time deposits and bankers' acceptances; and (v)
repurchase agreements. At the time a Portfolio invests in commercial paper, bank
obligations or repurchase agreements, the issuer or the issuer's parent must
have outstanding debt rated Aa or higher by Moody's or AA or higher by S&P or
outstanding commercial paper or bank obligations rated Prime 1 by Moody's or A 1
by S&P; or, if no such ratings are available, the instrument must be of
comparable quality in the opinion of Bankers Trust. These instruments may be
denominated in U.S. dollars or foreign currencies and will have been determined
to be of high quality by a nationally recognized statistical rating organization
("NRSRO") or, if unrated, by Bankers Trust.

BONDS. These securities include investment grade domestic and foreign fixed
income securities with remaining maturities or durations greater than thirteen
months. Bankers Trust seeks to maximize total returns within the bond class by
adjusting each Portfolio's investments in securities with different credit
qualities, maturities, and coupon or dividend rates, as well as by exploiting
yield differentials between securities. The bond class consists of bonds, notes,
adjustable rate preferred stocks, convertible bonds, mortgage related and asset
backed securities, domestic and foreign government and government agency
securities, zero coupon bonds, Rule 144A securities and other intermediate and
long term securities. As with the short-term class, these securities may be
denominated in U.S. dollars or foreign currency. No more than 5% of each
Portfolio's net assets (at the time of investment) may be in lower rated (BB/Ba
or lower), high yield bonds. Each Portfolio may retain any bond whose rating
drops below investment grade if it is in the best interest of the respective
Fund's shareholders. Securities rated BB/Ba by a NRSRO are considered to have
speculative characteristics. See the Appendix to the SAI for further information
on these securities.

STOCKS. These securities include domestic and foreign equity securities of all
types (other than adjustable rate preferred stocks, included in the bond class).
Bankers Trust seeks to maximize total return within this asset class by actively
allocating assets to industry sectors expected to benefit from major trends, and
to individual stocks that it believes to have superior investment potential.
Securities in the stock class may include common stocks, fixed rate preferred
stocks (including convertible preferred stocks), warrants, rights, depositary
receipts, securities of closed end investment companies, and other equity
securities issued by companies of any size, located anywhere in the world.

Bankers Trust believes that diversification of a Portfolio's investments among
the asset classes will, under most market conditions, better enable each
Portfolio to reduce risk while seeking high total return consistent with the
Portfolio's objectives.

MATURITY AND DURATION. The remaining maturity of a fixed income instrument is
the amount of time left before the bond's principal is due. The duration of an
instrument or a group of instruments measures the instrument's or group of
instruments' value's expected response to changes in interest rates.

FOREIGN INVESTMENTS AND CURRENCY MANAGEMENT. Each Portfolio focuses on U.S.
investment opportunities, but

<PAGE>

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may invest a portion of its assets in foreign securities. Each Portfolio will
not invest more than 25% of its total assets in equity securities of foreign
issuers under normal conditions. Each Portfolio also will not invest more than
25% of its total assets in each of the bond and short-term classes in foreign
securities and securities denominated in foreign currencies. Foreign securities
of all types will normally constitute less than 50% of each Portfolio's assets.

In connection with each Portfolio's investments denominated in foreign
currencies, Bankers Trust may choose to utilize a variety of currency management
strategies. Bankers Trust seeks to take advantage of different yield, risk, and
return characteristics that different currencies, currency denominations, and
countries can provide to U.S. investors. In doing so, Bankers Trust will
consider such factors as the outlook for currency relationships, current and
anticipated interest rates, levels of inflation within various countries,
prospects for relative economic growth, and government policies influencing
currency exchange rates and business conditions.

To manage exposure to currency fluctuations, each Portfolio may enter into
forward currency exchange contracts (agreements to exchange one currency for
another at a future date), may buy and sell options and futures contracts
relating to foreign currencies, and may purchase securities indexed to foreign
currencies. Each Portfolio will use currency exchange contracts in the normal
course of business to lock in an exchange rate in connection with purchases and
sales of securities denominated in foreign currencies. These currency management
strategies allow Bankers Trust to hedge portfolio securities, to shift
investment exposure from one currency to another, or to attempt to profit from
anticipated declines in the value of a foreign currency relative to the U.S.
dollar. Some of these strategies will require the Portfolio to segregate liquid
assets in a custodial account to cover its obligations. For additional
information on foreign investments and currency management, see "Additional
Information" herein and the SAI.

OPTIONS AND FUTURES CONTRACTS. Each Portfolio may buy and sell options and
futures contracts to manage its exposure to changing interest rates, security
prices and currency exchange rates, and as an efficient means of managing
allocations between asset classes. Each Portfolio may invest in options and
futures based on any type of security or index related to the Portfolio's
investments, including options and futures traded on foreign exchanges.

Some options and futures strategies, including selling futures, buying puts, and
writing calls, hedge the Portfolios' investments against price fluctuations.
Other strategies, including buying futures, writing puts, and buying calls, tend
to increase market exposure. Options and futures may be combined with each
other, or with forward contracts, in order to adjust the risk and return
characteristics of an overall strategy. See "Additional Information" herein for
further information on options on stocks, options and futures contracts on stock
indices, options on futures contracts, foreign currency exchange transactions,
and options on foreign currencies.

INVESTMENT COMPANY SECURITIES. Securities of other investment companies may be
acquired by each Portfolio to the extent permitted under the 1940 Act, that is,
a Portfolio may invest a maximum of up to 10% of its total assets in securities
of other investment companies so long as not more than 3% of the total
outstanding voting stock of any one investment company is held by the Portfolio.
In addition, not more than 5% of a Portfolio's total assets may be invested in
the securities of any one investment company. Each Portfolio may be permitted to
exceed these limitations by an exemptive order of the SEC. It should be noted
that investment companies incur certain expenses such as management, custodian,
and transfer agency fees, and, therefore, any investment by a Portfolio in
shares of other investment companies would be subject to such duplicate
expenses.

OTHER INVESTMENTS AND INVESTMENT TECHNIQUES

Each Portfolio may also utilize the following investments and investment
techniques and practices: when issued and delayed delivery securities, short
sales, indexed securities, securities lending, repurchase agreements, Rule 144A
securities, zero coupon debt securities, government securities, mortgage backed
securities, collateralized mortgage obligations, asset backed securities and
foreign investments. See "Additional Information" herein for further
information.

ADDITIONAL INVESTMENT LIMITATIONS

As diversified funds, no more than 5% of the assets of each Portfolio may be
invested in the securities of one issuer (other than U.S. government
securities), except that up to 25% of a Portfolio's assets may be invested

<PAGE>

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without regard to this limitation. Each Portfolio will not invest more than 25%
of its assets in the securities of issuers in any one industry. These are
fundamental investment policies of each Portfolio which may not be changed
without investor approval. No more than 15% of each Portfolio's net assets may
be invested in illiquid or not readily marketable securities (including
repurchase agreements and time deposits maturing in more than seven calendar
days). Additional investment policies of each Portfolio are contained in the
SAI.

- --------------------------------------------------------------------------------
RISK FACTORS: MATCHING THE FUNDS TO YOUR INVESTMENT NEEDS
- --------------------------------------------------------------------------------

Each Fund is designed for investors seeking to achieve their investment
objectives through a variety of investments selected at the discretion of the
Portfolio's Adviser, yet subject to parameters that generally limit risk and
exposure to any one asset class. Each Portfolio diversifies its investments
among short-term instruments, bonds and stocks as economic conditions change.
Each Fund may also be appropriate for investors who wish to moderate risks over
time by taking advantage of the asset class with the best relative value. Each
Portfolio allocates its investments within the parameters described in
"Investment Objectives, Policies and Risks" herein. Since each Portfolio's asset
allocation involves significant investment in short-term instruments and bonds
over time, it is expected that each Portfolio will be less volatile than a fund
that invests primarily in common stocks. Each Fund's share price, yield and
total return fluctuate and your investment may be worth more or less than your
original cost when you redeem your shares.

Each Fund's performance may be affected by many different factors depending on
the corresponding Portfolio's emphasis. Short-term instruments are generally the
most stable securities in which each Portfolio will invest. Their returns depend
primarily on current short-term interest rates although currency fluctuations
can also be significant with respect to short-term foreign securities.

The bond class is affected primarily by interest rates: prices of fixed income
securities tend to rise when interest rates fall, and fall when interest rates
rise. Interest rate changes will have a greater impact on a Portfolio if it is
heavily invested in long term or zero coupon bonds. Fixed income securities may
also be affected by changes in credit quality.

The stock class is subject to the risks of stock market investing, including the
possibility of sudden or prolonged market declines as well as the risks
associated with individual companies. These risks may be intensified for
investments in smaller or less well known companies or in foreign securities.

<PAGE>

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RISKS OF INVESTING IN FOREIGN SECURITIES

The investment in foreign securities may involve additional risks. Foreign
securities usually are denominated in foreign currencies, which means their
value will be affected by changes in the strength of foreign currencies relative
to the U.S. dollar as well as the other factors that affect security prices.
Foreign companies may not be subject to accounting standards or governmental
supervision comparable to U.S. companies, and there often is less publicly
available information about their operations. Generally, there is less
governmental regulation of foreign securities markets, and security trading
practices abroad may offer less protection to investors such as a Portfolio. The
value of such investments may be adversely affected by changes in political or
social conditions, diplomatic relations, confiscatory taxation, expropriation,
nationalization, limitation on the removal of funds or assets, or imposition of
(or change in) exchange control or tax regulations in those foreign countries.
Foreign securities may be less liquid or more volatile than domestic
investments. Bankers Trust considers these factors in making investments for
each Portfolio and limits the amount of each Portfolio's assets that may be
invested in foreign securities to 25% of its total assets for each asset class
and to less than 50% for all classes under normal conditions. However, within
each Portfolio's limitations, investments in any one country or currency are not
restricted.

DERIVATIVES

Each Portfolio may invest in various instruments that are commonly known as
"derivatives." Generally, a derivative is a financial arrangement, the value of
which is based on, or "derived" from, a traditional security, asset or market
index. Some "derivatives" such as mortgage related and other asset backed
securities are in many respects like any other investment, although they may be
more volatile or less liquid than more traditional debt securities. There are,
in fact, many different types of derivatives and many different ways to use
them. There are a range of risks associated with those uses. The Portfolio may
use futures and options for traditional hedging purposes to attempt to protect
the Portfolio from exposure to changing interest rates, securities prices or
currency exchange rates and for cash management or other investment purposes as
a low cost method of gaining exposure to a particular securities market without
investing directly in those securities. The use of derivatives may result in
some leverage. The Portfolio will limit the leverage created by its use of
derivatives for investment purposes by "covering" such positions as required by
the SEC. The Adviser will use derivatives only in circumstances where the
Adviser believes they offer the most economical means of improving the
risk/reward profile of a Portfolio. Derivatives will not be used to increase
portfolio risk above the level that could be achieved using only traditional
investment securities or to acquire exposure to changes in the value of assets
or indexes that by themselves would not be purchased for a Portfolio. The use of
derivatives for non hedging purposes may be considered speculative. A
description of the derivatives that the Portfolios may use and some of their
associated risks is found under "Additional Information" herein.

Each Portfolio's investment in options, futures or forward contracts, and
similar strategies depend on Bankers Trust's judgment as to the potential risks
and rewards of different types of strategies. Options and futures can be
volatile investments, and may not perform as expected. If Bankers Trust applies
a hedge at an inappropriate time or judges price trends incorrectly, options and
futures strategies may lower a Portfolio's return. Options and futures traded on
foreign exchanges generally are not regulated by U.S. authorities, and may offer
less liquidity and less protection to a Portfolio in the event of default by the
other party to the contract. Each Portfolio could also experience losses if the
prices of its options and futures positions were poorly correlated with its
other investments, or if it could not close out its positions because of an
illiquid secondary market.

Further descriptions of a number of investments and investment techniques
available to the Portfolios, including foreign investments and the use of
options and futures and other investment techniques which may be considered
"derivatives", and certain risks associated with these investments and
techniques are included under "Additional Information" herein.

PORTFOLIO TURNOVER

The frequency of portfolio transactions -- a Portfolio's turnover rate -- will
vary from year to year depending on market conditions. For the fiscal years
ended March 31, 1998, and 1997, respectively, each Portfolio's portfolio
turnover rates were as follows: Asset Management Portfolio III -- 389% and 307%;
Asset Management Portfolio II -- 275% and 209%; and Asset Management Portfolio
- -- 199% and 137%. Because a higher turnover rate increases transaction costs and
may

<PAGE>

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increase taxable capital gains, Bankers Trust carefully weighs the anticipated
benefits of short-term investment against these consequences.

SPECIAL INFORMATION CONCERNING MASTER-FEEDER FUND STRUCTURE

Unlike other open end management investment companies (mutual funds) which
directly acquire and manage their own portfolio securities, the Funds seek to
achieve their investment objectives by investing all of their Assets in the
corresponding Portfolio, a separate registered investment company with the same
investment objectives as the respective Fund. Therefore, an investor's interest
in the Portfolio's securities is indirect. In addition to selling a beneficial
interest to a Fund, a Portfolio may sell beneficial interests to other mutual
funds or institutional investors. Such investors will invest in the 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
are not required to sell their shares at the same public offering price as the
Funds due to variations in sales commissions and 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 by contacting Bankers Trust at 1-800-730-1313.

The master-feeder structure is relatively complex, so shareholders should
carefully consider this investment approach.

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 may experience higher pro
rata operating expenses, thereby producing lower returns (however, this
possibility exists as well for traditionally structured funds which have large
institutional investors). Additionally, the Portfolio may become less diverse,
resulting in increased portfolio risk. Also, funds with a greater pro rata
ownership in the Portfolios could have effective voting control of the
operations of the Portfolios. Whenever the Trust is requested to vote on matters
pertaining to the Portfolio, the Trust will, except as permitted by the SEC,
hold a meeting of shareholders of the corresponding Fund and will cast all of
its votes in the same proportion as the votes of the Fund's shareholders. Fund
shareholders who do not vote will not affect the Trust's votes at the Portfolio
meeting. The percentage of the Trust's votes representing Fund shareholders not
voting will be voted by the Trustees or officers of the Trust in the same
proportion as the Fund shareholders who do, in fact, vote. Certain changes in a
Portfolio's investment objectives, policies or restrictions may require the
corresponding Fund to withdraw its interest in the Portfolio. Any such
withdrawal could result in a distribution "in kind" of portfolio securities (as
opposed to a cash distribution from the Portfolio). If securities are
distributed, a 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 a
Fund. Notwithstanding the above, there are other means for meeting redemption
requests, such as borrowing.

A Fund may withdraw its investments from the corresponding Portfolio at any
time, if the Board of Trustees of the Trust determines that it is in the best
interests of the shareholders of the Fund to do so. Upon any such withdrawal,
the Board of Trustees of the Trust would consider what action might be taken,
including the investment of all the Assets of a Fund in another pooled
investment entity having the same investment objectives as the Fund or the
retaining of an investment adviser to manage the Fund's assets in accordance
with the investment policies described below with respect to the Portfolio.

Each Fund's investment objective is not a fundamental policy and may be changed
upon notice to, but without the approval of, the Fund's shareholders. If there
is a change in a Fund's investment objective, the Fund's shareholders should
consider whether the Fund remains an appropriate investment in light of their
then current needs. The investment objective of each Portfolio is also not a
fundamental policy. Shareholders of the Funds will receive 30 days prior written
notice with respect to any change in the investment objective of the Funds or
the Portfolios. See "Investment Objective and Policies" herein and in the SAI
for a description of the fundamental policies of the Portfolios that cannot be
changed without approval by the holders of "a majority of the outstanding voting
securities" (as defined in the 1940 Act) of each Portfolio.

<PAGE>

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For descriptions of the investment objective, policies and restrictions of the
Portfolios, see "Investment Objectives and Policies" herein and in the SAI. For
descriptions of the management and expenses of the Portfolios, see "Management
of the Trust and Portfolios" herein and in the SAI.

- --------------------------------------------------------------------------------
NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset value ("NAV") per share of each Fund is calculated on each day on
which the New York Stock Exchange Inc. (the "NYSE") is open (each such day being
a "Valuation Day"). The NYSE is currently open on each day, Monday through
Friday, except: (a) January 1st, Martin Luther King Jr. Day (the third Monday in
January), Presidents' Day (the third Monday in February), Good Friday, Memorial
Day (the last Monday in May), July 4th, Labor Day (the first Monday in
September), Thanksgiving Day (the last Thursday in November) and December 25th;
and (b) the preceding Friday or the subsequent Monday when one of the calendar
determined holidays falls on a Saturday or Sunday, respectively.

The NAV per share of each Fund is calculated once on each Valuation Day as of
the close of regular trading on the NYSE, which is currently 4:00 p.m., New York
time or in the event that the NYSE closes early, at the time of such early
closing (the "Valuation Time"). The NAV per share of each Fund is computed by
dividing the value of the Fund's Assets (i.e., the value of its investment in
the Portfolio and other assets), less all liabilities, by the total number of
its shares outstanding. Each Portfolio's securities and other assets are valued
on the basis of market quotations or, if market quotations are not readily
available, by a method which that Portfolio's Board of Trustees believes
accurately reflects fair value.

Under procedures adopted by the Board, a NAV for a Fund later determined to have
been inaccurate for any reason will be recalculated. Purchases and redemptions
made at a NAV determined to have been inaccurate will be adjusted, although in
certain circumstances, such as where the difference between the original net
asset value and the recalculated net asset value divided by the recalculated net
asset value is 0.005 (1/2 of 1%) or less or shareholder transactions are
otherwise insubstantially affected, further action is not required.

- --------------------------------------------------------------------------------
PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------

HOW TO BUY SHARES

The Trust accepts purchase orders for shares of each Fund at the NAV per Share
(and, if applicable, of the respective class of shares) next determined after
the order is received on each Valuation Day. See "Net Asset Value" herein.
Shares of each Fund may be available through Investment Professionals, such as
broker/dealers and investment advisers (including Service Agents).

Purchase orders for shares of each Fund (including those purchased through a
Service Agent) that are transmitted to the Trust's Transfer Agent (the "Transfer
Agent"), prior to the Valuation Time on any Valuation Day will be effective at
that day's Valuation Time. The Trust and Transfer Agent reserve the right to
reject any purchase order.

Shares must be purchased in accordance with procedures established by the
Transfer Agent and each Service Agent. It is the responsibility of each Service
Agent to transmit to the Transfer Agent purchase and redemption orders and to
transmit to Bankers Trust as the Trust's custodian (the "Custodian") purchase
payments by the following business day (trade date + 1) after an order for
shares is placed. A shareholder must settle with the Service Agent for his or
her entitlement to an effective purchase or redemption order as of a particular
time. Because Bankers Trust is the Custodian and Transfer Agent of the Trust,
funds may be transferred directly from or to a customer's account held with
Bankers Trust to settle transactions with the Fund without incurring the
additional costs or delays associated with the wiring of Federal funds.

<PAGE>

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The Trust and Bankers Trust have authorized one or more brokers to accept on the
Trust's behalf purchase and redemption orders. Such brokers are authorized to
designate other intermediaries to accept purchase and redemption orders on the
Trust's behalf. The Transfer Agent will be deemed to have received a purchase or
redemption order when an authorized broker or, if applicable, a broker's
authorized designee, accepts the order. Customer orders will be priced at the
appropriate Fund's NAV next computed after they are accepted by an authorized
broker or the broker's authorized designee.

Certificates for shares will not be issued. Each shareholder's account will be
maintained by a Service Agent or Transfer Agent.

If orders are placed through an Investment Professional, it is the
responsibility of the Investment Professional to transmit the order to buy
shares of each class to the Transfer Agent before the Valuation Time.

The Transfer Agent must receive payment within one business day after an order
for shares is placed; otherwise, the purchase order may be canceled and the
investor could be held liable for resulting fees and/or losses.

MINIMUM INVESTMENTS

TO OPEN AN ACCOUNT $ 2,500
For retirement accounts 500
Through automatic investment plans 1,000

TO ADD TO AN ACCOUNT $ 250
For retirement accounts 100
Through automatic investment plan 100

MINIMUM BALANCE $ 1,000
For retirement accounts None

IF YOU ARE NEW TO BT INVESTMENT FUNDS complete and sign an account application
and mail it along with your check to the address listed below. If there is no
account application accompanying this Prospectus, call the BT Service Center at
1-800-730-1313.

BT Service Center
P.O. Box 419210
Kansas City, MO 64141-6210

Overnight mailings:

BT Service Center
210 West 10th Street, 8th Floor
Kansas City, MO 64105-1716

IF YOU ALREADY HAVE MONEY INVESTED IN A FUND IN THE BT FAMILY OF FUNDS, you can:

o Mail an account application with a check, o Wire money into your account,
o Open an account by exchanging from another fund in the BT Family of Funds, or
o Contact your Service Agent or Investment Professional.

If you are investing through a tax-sheltered retirement plan, such as an IRA,
for the first time, you will need a special application. Contact your Investment
Professional for more information and a retirement account application.

ADDITIONAL INFORMATION ABOUT BUYING SHARES

<TABLE>
<S> <C> <C>
TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

BY WIRE Call the BT Service Center at 1-800-730-1313 to Call your Investment Professional or wire
receive wire instructions for account additional investment to:
establishment. Routing No.: 021001033
Attn: Bankers Trust/IFTC Deposit
DDA No.: 00-226-296
FBO: (Account name)
(Account number)
Credit: Fund Number (see below)
BT Investment Lifecycle Short Range Fund -- 474
BT Investment Lifecycle Mid Range Fund -- 475
BT Investment Lifecycle Long Range Fund -- 476
Specify the
complete name of
the Fund of your
choice, and
include your
account number
and your name.
</TABLE>

<PAGE>

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<TABLE>
<S> <C> <C>
TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

BY PHONE Contact your Service Agent, Investment Contact your Service
Agent, Investment Professional, or call BT's Service Center at
Professional, or call BT's Service Center at 1-800-730-1313. If you
are an existing 1-800-730-1313. If you are an existing shareholder,
you may exchange from another BT shareholder, you may exchange from
another BT account with the same registration, including, account
with the same registration, including, name, address, and taxpayer ID
number. name, address, and taxpayer ID number.

BY MAIL Complete and sign the account application. Make Make your check
payable to the complete name of your check payable to the complete
name of the the Fund of your choice. Indicate your Fund Fund of your
choice. Mail to the appropriate account number on your check and mail
to the address indicated on the application. address printed on your
account statement.
</TABLE>

HOW TO SELL SHARES

You can arrange to take money out of your Fund account at any time by selling
(redeeming) some or all of your shares. Your shares shall be sold at the next
NAV calculated after an order is received by the Transfer Agent. Redemption
requests should be transmitted by customers in accordance with procedures
established by the Transfer Agent and the Shareholder's Service Agent.
Redemption requests for shares of the Fund received by the Service Agent and
transmitted to the Transfer Agent prior to the Valuation Time on each Valuation
Day will be effective at that day's Valuation Time and the redemption proceeds
normally will be delivered to the shareholder's account the next day, but in any
event within seven calendar days following receipt of the request.

Service Agents may allow redemptions or exchanges by telephone and may disclaim
liability for following instructions communicated by telephone that the Service
Agent reasonably believes to be genuine. The Service Agent must provide the
investor with an opportunity to choose whether or not to utilize the telephone
redemption or exchange privilege. The Transfer Agent and the Service Agent must
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. If the Shareholder Servicing Agent does not do so, it may
be liable for any losses due to unauthorized or fraudulent instructions. Such
procedures may include, among others, requiring some form of personal
identification prior to acting upon instructions received by telephone,
providing written confirmation of such transactions and/or tape recording of
telephone instructions.

Redemption orders are processed without charge by the Trust. A Service Agent may
on at least 30 days' notice involuntarily redeem a shareholder's account with
the Fund having a balance below the minimum, but not if an account is below the
minimum due to a change in market value. See "Minimum Investments" above for
minimum balance amounts.

TO SELL SHARES IN A RETIREMENT ACCOUNT, your request must be made in writing,
except for exchanges to other eligible funds in the BT Family of Funds, which
can be requested by phone or in writing. For information on retirement
distributions, contact your Service Agent or call the BT Service Center at
1-800-730-1313.

IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR NON-RETIREMENT ACCOUNT SHARES, leave
at least $1,000 worth of shares in the account to keep it open.

TO SELL SHARES BY BANK WIRE you will need to sign up for these services in
advance when completing your account application.

CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE to protect you and Bankers
Trust from fraud. Redemption requests in writing must include a signature
guarantee if any of the following situations apply:

o Your account registration has changed within the last 30 days, o The check is
being mailed to a different address than the one on your account
(record address),
o The check is being made payable to someone other than the account owner, o The
redemption proceeds are being transferred to a BT account with a different
registration, or
o You wish to have redemption proceeds wired to a non-predesignated bank
account.

A signature guarantee is also required if you change the pre-designated bank
information for receiving redemption proceeds on your account.

You should be able to obtain a signature guarantee from a bank, broker, dealer,
credit union (if authorized under

<PAGE>

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state law), securities exchange or association, clearing agency, or savings
association. A notary public cannot provide a signature guarantee.

ADDITIONAL INFORMATION ABOUT SELLING SHARES

BY WIRE -- You must sign up for the wire feature before using it. To verify that
it is in place, call 1-800-730-1313. Minimum wire: $1,000. Your wire redemption
request must be received by the Transfer Agent before 4:00 p.m. Eastern time for
money to be wired on the next business day.

IN WRITING -- Write a signed "letter of instruction" with your name, the Fund's
name and Fund's number, your Fund account number, the dollar amount or number of
shares to be redeemed, and mail to one of the following addresses:

BT Service Center
P.O. Box 419210
Kansas City, MO 64141-6210

Overnight mailings:

BT Service Center
210 West 10th Street, 8th Floor
Kansas City, MO 64105-1716

For Trust accounts, the trustee must sign the letter indicating capacity as
trustee. If the trustee's name is not on the account registration, provide a
copy of the trust document certified within the last 60 days.

For a Business or Organization account, at least one person authorized by
corporate resolution to act on the account must sign the letter.

Unless otherwise instructed, the Transfer Agent will send a check to the account
address of record. The Trust reserves the right to close investor accounts via
30 day notice in writing if the Fund account balance falls below the Fund
minimums.

INVESTOR SERVICES

BT Investment Funds provide a variety of services to help you manage your
account.

INFORMATION SERVICES

Statements and reports that your Investment Professional or the Transfer Agent
may send to you include the following:

o Confirmation statements (after every transaction that affects your account
balance, including distributions or your account registration)
o Account statements (monthly)
o Financial reports (every six months)

To reduce expenses, only one copy of most financial reports will be mailed, even
if you have more than one account in a Fund. Call your Investment Professional
or the BT Service Center at 1-800-730-1313 if you need additional copies of
financial reports.

EXCHANGE PRIVILEGE

Shareholders may exchange their shares for shares of certain other funds in the
BT Family of Funds registered in their state. Each Fund reserves the right to
terminate or modify the exchange privilege in the future. To make an exchange,
follow the procedures indicated in "How to Buy Shares" and "How to Sell Shares"
herein. Before making an exchange, please note the following:

o Call your Service Agent for information and a prospectus. Read the prospectus
for relevant information.
o Complete and sign an application, taking care to register your new account in
the same name, address and taxpayer identification number as your existing
account(s).
o Each exchange represents the sale of shares of one fund and the purchase of
shares of another, which may produce a gain or loss for tax purposes. Your
Service Agent will receive a written confirmation of each exchange
transaction.

Note that exchanges out of a Fund may be limited to four per calendar year and
that they may have tax consequences for you.

<PAGE>

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SYSTEMATIC PROGRAMS

To move money from your bank account to BT Investment Funds

<TABLE>
<S> <C> <C> <C>
Minimum Minimum Frequency Setting up or changing
Initial Subsequent

$1,000 $100 Monthly, bimonthly, For a new account, complete the appropriate section on
quarterly or semi-annually the application.
For existing accounts,
call your Investment
Professional for an
application. To change
the amount or frequency
of your investment,
contact your Investment
Professional directly or
call 1-800-730-1313. Call
at least 10 business days
prior to your next
scheduled investment
date.
</TABLE>

SYSTEMATIC WITHDRAWAL PROGRAM lets you set up periodic redemptions from your
account.

<TABLE>
<S> <C> <C>
Minimum Frequency Setting up or changing

$100 Monthly, quarterly, semi-annually or To establish, call your Investment Professional or call
annually 1-800-730-1313 after your account is open.

The accounts from which the withdrawals be processed
must have a minimum balance of $10,000, other than
retirement accounts subject to required minimum
distributions.
</TABLE>

TAX-SAVING RETIREMENT PLANS

Retirement plans offer significant tax savings and are available to individuals,
partnerships, small businesses, corporations, nonprofit organizations and other
institutions. Contact Bankers Trust for further information. Bankers Trust can
set up your new account in a Fund under a number of several tax-savings or
tax-deferred plans. Minimums may differ from those listed elsewhere in this
Prospectus.

o INDIVIDUAL RETIREMENT ACCOUNTS (IRAS): personal savings plans that offer tax
advantages for individuals to set aside money for retirement and allow new
contributions of $2,000 per tax year.

o ROLLOVER IRAS: tax-deferred retirement accounts that retain the special tax
advantages of lump sum distributions from qualified retirement plans and
transferred IRA accounts.

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DIVIDENDS, DISTRIBUTIONS AND TAXES
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DISTRIBUTIONS. Each Fund distributes substantially all of its net investment
income and capital gains to shareholders each year. Income dividends are
distributed quarterly. In addition, the Fund will distribute net capital gains,
if any, at least annually and potentially semi-annually, if required, to remain
in compliance with the applicable tax regulations. Unless a shareholder
instructs the Trust to pay such dividends and distributions in cash, they will
be automatically reinvested in additional shares of the Fund.

FEDERAL TAXES. Each Fund intends to qualify as a regulated investment company,
as defined in the Internal Revenue Code of 1986, as amended (the "Code").
Provided the Fund meets the requirements imposed by the Code and distributes all
of its income and gains, the Fund will not pay any Federal income or excise
taxes. The Portfolio will also not be required to pay any Federal income or
excise taxes.

Distributions from the Funds' income and short-term capital gains are taxed as
dividends, and long term capital gain distributions are taxed as long term
capital gains. The Funds' distributions are taxable when they are paid, whether
you take them in cash or reinvest them

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in additional shares. Distributions declared to shareholders of record in
November and December and paid in January are taxable as if paid on December 31.
Each Fund will send each shareholder a tax statement by January 31 showing the
tax status of the distributions received in the past year.

CAPITAL GAINS. You may realize a capital gain or loss when you redeem (sell) or
exchange shares. Because the tax treatment also depends on your purchase price
and your personal tax position, you should keep your regular account statements
to use in determining your tax.

"BUYING A DIVIDEND." On the ex-date for a distribution from income and/or
capital gains, each Fund's share value is reduced by the amount of the
distribution. If you buy shares just before the ex-date ("buying a dividend"),
you will pay the full price for the shares and then receive a portion of the
price back as a taxable distribution.

OTHER TAX INFORMATION. In addition to Federal taxes, you may be subject to state
or local taxes on your investment, depending on the laws in your area. Income
received by the Portfolios from sources within foreign countries may be subject
to withholding and other taxes imposed by such countries. You should consult
with your own tax adviser concerning the application of Federal, state and local
taxes to your distributions from the Fund.

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PERFORMANCE INFORMATION AND REPORTS
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The Funds' performance may be used from time to time in advertisements,
shareholder reports or other communications to shareholders or prospective
shareholders. Performance information may include each Fund's investment results
and/or comparisons of its investment results to the Lipper Flexible Funds
Average, S&P 500 Index, Salomon Broad Investment Grade Bond Index, Salomon U.S.
Dollar T Bill Index and various unmanaged indices (or a blended rate of several
of such indices) or results of other mutual funds or investment or savings
vehicles. Each Fund's investment results as used in such communications will be
calculated on a yield or total rate of return basis in the manner set forth
below. From time to time, fund rankings may be quoted from various sources such
as Lipper Analytical Services, Inc., Value Line and Morningstar, Inc.

The Trust may provide period and average annualized "total return" quotations
for the Funds. The "total return" refers to the change in the value of an
investment in each Fund over a stated period based on any change in net asset
value per share and including the value of any shares purchasable with any
dividends or capital gains distributed during such period. An average annual
total return is a hypothetical rate of return that, if achieved annually, would
have produced the same cumulative total return if performance had been constant
over the entire period. Average annual total return calculations smooth out
variations in performance; they are not the same as actual year-by-year results.
Average annual total returns covering periods of less than one year assume that
performance will remain constant for the rest of the year.

The Trust may provide annualized "yield" quotations for the Funds. The "yield"
of a Fund refers to the income generated by an investment in the Fund over a 30
day or one month period (which period shall be stated in any such advertisement
or communications). This income is then annualized; that is, the amount
generated by the investment over the period is assumed to be generated over a
one year period and is shown as a percentage of the investment.

Unlike some bank deposits or other investments which pay a fixed yield for a
stated period of time, the total return of a Fund will vary depending upon
interest rates, the current market value of the securities held by the
corresponding Portfolio and changes in the Fund's expenses. In addition, during
certain periods for which total return or yield quotations may be provided,
Bankers Trust, as Adviser, Service Agent or Administrator may have voluntarily
agreed to waive portions of its fees on a month to month basis. Such waivers
will have the effect of increasing a Fund's net income (and therefore its total
return or yield) during the period such waivers are in effect.

Shareholders will receive financial reports semi annually that include the
Portfolios' financial statements, including listings of investment securities
held by the Portfolios at those dates. Annual reports are audited by independent
accountants.

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MANAGEMENT OF THE TRUST AND PORTFOLIOS
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BOARD OF TRUSTEES

The affairs of the Trust and each Portfolio are managed under the supervision of
their respective Boards of Trustees. By virtue of the responsibilities assumed
by Bankers Trust, as the Administrator of the Trust and each Portfolio, neither
the Trust nor any Portfolio requires employees other than its officers. None of
the Trust's or any Portfolio's officers devotes full time to the affairs of the
Trust or the respective Portfolio.

The Trustees of each of the Trust and the Portfolios who are not "interested
persons" (as defined in the 1940 Act) (the "Independent Trustees") of the Trust
or of the Portfolios, as the case may be, have adopted written procedures
reasonably appropriate to deal with potential conflicts of interest, up to and
including creating separate boards of trustees. For more information with
respect to the Trustees of the Trust and the Portfolios, see "Management of the
Trust and Portfolios" in the SAI.

INVESTMENT ADVISER

The Trust has not retained the services of an investment adviser since the Trust
seeks to achieve the investment objective of each Fund by investing all the
Assets of each Fund in the corresponding Portfolio. Each Portfolio has retained
the services of Bankers Trust, as investment adviser.

BANKERS TRUST COMPANY AND ITS AFFILIATES

Bankers Trust, a New York banking corporation with principal offices at 130
Liberty Street, New York, New York 10006, is a wholly owned subsidiary of
Bankers Trust Corporation. Bankers Trust conducts a variety of general banking
and trust activities and is a major wholesale supplier of financial services to
the international and domestic institutional markets. As of March 31, 1998,
Bankers Trust Corporation was the seventh largest bank holding company in the
United States with total assets of over $150 billion. Bankers Trust is a
dedicated to servicing the needs of corporations, governments, financial
institutions and private clients through a global network of over 90 offices in
more than 50 countries. Investment management is a core business of Bankers
Trust, built on a tradition of excellence from its roots as a trust bank founded
in 1903. The scope of Bankers Trust's investment management capability is unique
due to its leadership positions in both active and passive quantitative
management and its presence in major equity and fixed income markets around the
world. Bankers Trust is one of the nation's largest and most experienced
investment managers, with approximately $277 billion in assets under management
globally. Of that total, approximately $1.2 billion are in tactical asset
allocation funds. This makes Bankers Trust one of the nation's leading managers
of tactical asset allocation funds.

Bankers Trust has more than 50 years of experience managing retirement assets
for the nation's largest corporations and institutions. In the past, these
clients have been serviced through separate account and commingled fund
structures. Now, the BT Family of Funds brings Bankers Trust's extensive
investment management expertise, once available to only the largest institutions
in the U.S., to individual investors. Bankers Trust's officers have had
extensive experience in managing investment portfolios having objectives similar
to those of the Portfolios.

Bankers Trust, subject to the supervision and direction of the Board of Trustees
of the respective Portfolio, manages each Portfolio in accordance with that
Portfolio's investment objective and stated investment policies, makes
investment decisions for each Portfolio, places orders to purchase and sell
securities and other financial instruments on behalf of each Portfolio and
employs professional investment managers and securities analysts who provide
research services to each Portfolio. Bankers Trust may utilize the expertise of
any of its worldwide subsidiaries and affiliates to assist it in its role as
investment adviser. All orders for investment transactions on behalf of each
Portfolio are placed by Bankers Trust with broker dealers and other financial
intermediaries that it selects, including those affiliated with Bankers Trust. A
Bankers Trust affiliate will be used in connection with a purchase or sale of an
investment for each Portfolio only if Bankers Trust believes that the
affiliate's charge for the transaction does not exceed usual and customary
levels. Each Portfolio will not invest in obligations for which Bankers Trust or
any of its affiliates is the ultimate obligor or accepting bank. Each Portfolio
may, however, invest in the obligations of correspondents or customers of
Bankers Trust.

Under its Investment Advisory Agreement, Bankers Trust receives a fee from each
Portfolio computed daily and paid monthly at the annual rate of 0.65% of the
average daily net assets of the Portfolio. Under certain circumstances Bankers
Trust has agreed to pay fees to certain securities brokers, dealers and other
entities that

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facilitate the sale of Fund shares, and in connection therewith provide
administrative, shareholder, or distribution related services to the Funds or
their shareholders. Fees paid to entities that administer mutual fund
"supermarkets" may be higher than fees paid for other types of services.

Bankers Trust has been advised by its counsel that, in counsel's opinion,
Bankers Trust currently may perform the services for the Trust and the
Portfolios described in this Prospectus and the SAI without violation of the
Glass Steagall Act or other applicable banking laws or regulations. State laws
on this issue may differ from the interpretations of relevant Federal law and
banks and financial institutions may be required to register as dealers pursuant
to state securities law.

PORTFOLIO MANAGERS

Mr. Philip Green, and Ms. Karen Keller are responsible for the day-to-day
management of the Portfolios.

Mr. Green, Managing Director, is a portfolio manager in the quantitative
investments group. Mr. Green joined Bankers Trust in 1985 and has over fourteen
years of investment experience. During his career, Mr. Green has held a wide
variety of portfolio management assignments including equity, currency and
balanced portfolios. He received his B.S.E. from the Wharton School of Business
and a M.B.A. from New York University. Mr. Green managed the Portfolios from
January, 1995 to July, 1996, and since March, 1997.

Ms. Keller, Vice President, is a portfolio manager in the quantitative
investments group. She also provides on-going research for model development and
portfolio strategies. Ms. Keller joined Bankers Trust in 1988 and has over
eleven years of investment experience. She has a B.A. in Economics from Tufts
University and an M.B.A. in Finance from New York University. Ms. Keller has
been involved in the management of the Portfolios since their inception in 1993.

ADMINISTRATOR

Under its Administration and Services Agreement with the Trust, Bankers Trust
calculates the NAV of each Fund and generally assists the Board of Trustees of
the Trust in all aspects of the administration and operation of the Trust. The
Administration and Services Agreement provides for the Trust to pay Bankers
Trust a fee computed daily and paid monthly at the annual rate of 0.65% of the
average daily net assets of each Fund.

Under an Administration and Services Agreement with each Portfolio, Bankers
Trust calculates the value of the assets of the Portfolios and generally assists
the Board of Trustees of the Portfolios in all aspects of the administration and
operation of the Portfolios. Each Administration and Services Agreement provides
for the respective Portfolio to pay Bankers Trust a fee computed daily and paid
monthly at the rate of 0.10% of the average daily net assets of that Portfolio.
Under each Administration and Services Agreement, Bankers Trust may delegate one
or more of its responsibilities to others, including Edgewood, at Bankers
Trust's expense. For more information, see the SAI.

For the fiscal year of each Fund ended March 31, 1998, the Funds and their
respective Portfolios, after a partial waiver by Bankers Trust, paid Bankers
Trust total administrative and services fees equal to 0.35%, 0.43% and 0.44%,
respectively, of the average daily net assets of the BT Investment Lifecycle
Short Range Fund, BT Investment Lifecycle Mid Range Fund and BT Investment
Lifecycle Long Range Fund.

DISTRIBUTOR

Edgewood Services, Inc. is the principal distributor for shares of the Fund. In
addition, Edgewood and its affiliates provide the Trust with office facilities
and currently provide administration and distribution services for other
registered investment companies. The principal business address of Edgewood and
its affiliates is 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-5829.

SERVICE AGENT

All shareholders must be represented by a Service Agent. Bankers Trust acts as a
Service Agent pursuant to its Administration and Services Agreement with the
Trust and receives no additional compensation from the Funds for such
shareholder services. The service fees of any other Service Agents, including
broker dealers, will be paid by Bankers Trust from its fees. The services
provided by a Service Agent may include establishing and maintaining shareholder
accounts, processing purchase and redemption transactions, arranging for bank
wires, performing shareholder sub accounting, answering client inquiries
regarding the Trust, assisting clients in changing dividend options, account
designations and addresses, providing periodic statements showing the client's
account balance, transmitting proxy statements,

<PAGE>

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periodic reports, updated prospectuses and other communications to shareholders
and, with respect to meetings of shareholders, collecting, tabulating and
forwarding to the Trust executed proxies and obtaining such other information
and performing such other services as the Administrator or the Service Agent's
clients may reasonably request and agree upon with the Service Agent. Service
Agents may separately charge their clients additional fees only to cover
provision of additional or more comprehensive services not already provided
under the Administration and Services Agreement with Bankers Trust, or of the
type or scope not generally offered by a mutual fund, such as cash management
services or enhanced retirement or trust reporting. Each Service Agent has
agreed to transmit to shareholders who are its customers appropriate disclosures
of any fees that it may charge them directly.

CUSTODIAN AND TRANSFER AGENT

Bankers Trust acts as Custodian of the assets of the Trust and each Portfolio
and serves as the Transfer Agent for the Trust and each Portfolio under the
Trust's Administration and Services Agreement with the Trust and each Portfolio.

ORGANIZATION OF THE TRUST AND FUNDS

The Trust was organized on July 21, 1986 under the laws of the Commonwealth of
Massachusetts. Each Fund is a separate series of the Trust and was established
and designated on August 12, 1992. The Trust offers shares of beneficial
interest of separate series, par value $0.001 per share. The shares of the other
series of the Trust are offered through separate prospectuses. No series of
shares has any preference over any other series.

The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a business trust may,
under certain circumstances, be held personally liable as partners for its
obligations. However, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which both
inadequate insurance existed and the Trust itself was unable to meet its
obligations.

When matters are submitted for shareholder vote, shareholders of each Fund will
have one vote for each full share held and proportionate, fractional votes for
fractional shares held. A separate vote of a Fund is required on any matter
affecting that Fund on which shareholders are entitled to vote. Shareholders of
a Fund are not entitled to vote on Trust matters that do not affect that Fund.
There normally will be no meetings of shareholders for the purpose of electing
Trustees unless and until such time as less than a majority of Trustees holding
office have been elected by shareholders, at which time the Trustees then in
office will call a shareholders' meeting for the election of Trustees. Any
Trustee may be removed from office upon the vote of shareholders holding at
least two thirds of the Trust's outstanding shares at a meeting called for that
purpose. The Trustees are required to call such a meeting upon the written
request of shareholders holding at least 10% of the Trust's outstanding shares.

Asset Management Portfolio II and Asset Management Portfolio III are each a
series of BT Investment Portfolios, an open end management investment company.
BT Investment Portfolios and Asset Management Portfolio are each organized as
trusts under the laws of the State of New York. Each Portfolio's Declaration of
Trust provides that the corresponding Fund and other entities investing in the
Portfolio (e.g., other investment companies, insurance company separate accounts
and common and commingled trust funds) will each be liable for all obligations
of the Portfolio. However, the risk of a Fund incurring financial loss on
account of such liability is limited to circumstances in which both inadequate
insurance existed and the corresponding Portfolio itself was unable to meet its
obligations. Accordingly, the Trustees of the Trust believe that neither the
Funds nor their shareholders will be adversely affected by reason of the Funds
investing in the corresponding Portfolios. The interest in BT Investment
Portfolios are divided into separate series, such as Asset Management Portfolio
II and Asset Management Portfolio III. No series of BT Investment Portfolios has
any preference over any other series.

Each series of the Trust will not be involved in any vote involving a Portfolio
in which it does not invest its Assets. Shareholders of all the series of the
Trust will, however, vote together to elect Trustees of the Trust and for
certain other matters. Under certain circumstances, the shareholders of one or
more series could control the outcome of these votes.

As of June 4, 1998, BT Pension Plan c/o Bankers Trust Company, Jersey City, New
Jersey owned 26.70% of the BT Investment Lifecycle Mid Range Fund, and 40.60% of
the BT Investment Lifecycle Short Range

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Fund, and therefore, may for certain purposes, be deemed to control these Funds
and be able to affect the outcome of certain matters presented for a vote of
each Fund's shareholders.

The series of BT Investment Portfolios will vote separately or together in the
same manner as the series of the Trust. Under certain circumstances, the
investors in one or more series of BT Investment Portfolios could control the
outcome of these votes.

EXPENSES OF THE TRUST

Each Fund bears its own expenses. Operating expenses for each Fund generally
consist of all costs not specifically borne by Bankers Trust or Edgewood,
including administration and service fees, fees for necessary professional
services, amortization of organizational expenses, and costs associated with
regulatory compliance and maintaining legal existence and shareholder relations.
Bankers Trust has agreed to reimburse each Fund to the extent required by
applicable state law for certain expenses that are described in the SAI. Each
Portfolio bears its own expenses. Operating expenses for each Portfolio
generally consist of all costs not specifically borne by Bankers Trust or
Edgewood, including investment advisory and administration and services fees,
fees for necessary professional services, the costs associated with regulatory
compliance and maintaining legal existence and investor relations.

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ADDITIONAL INFORMATION
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WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. Each Portfolio may buy and sell
securities on a when-issued or delayed delivery basis. These transactions
involve a commitment by the Portfolio to buy or sell securities at a set price,
with payment and delivery taking place at a future date. Purchasing securities
in this manner may cause greater fluctuations in the Portfolio's share price.

SHORT SALES. Each Portfolio may engage in short sales with respect to securities
that it owns or has the right to obtain (for example, through conversion of a
convertible bond). These transactions, known as short sales "against the box,"
allow the Portfolio to hedge against price fluctuations by locking in a sale
price for securities it does not wish to sell immediately.

INDEXED SECURITIES. Each Portfolio may invest in indexed securities whose value
depends on the price of foreign currencies, securities indices or other
financial values or statistics. Examples include debt securities whose value at
maturity is determined by reference to the relative prices of various currencies
or to the price of a stock index. These securities may be positively or
negatively indexed; that is, their value may increase or decrease if the
underlying instrument appreciates.

SECURITIES LENDING. Each Portfolio is permitted to lend up to 30% of the total
value of its securities. These loans must be secured continuously by cash or
securities issued or guaranteed by the United States government, its agencies or
instrumentalities or by a letter of credit at least equal to the market value of
the securities loaned plus accrued income. By lending its securities, the
Portfolio may increase its income by continuing to receive income on the loaned
securities as well as by the opportunity to receive interest on the collateral.
During the term of the loan the Portfolio continues to bear the risk of
fluctuations in the price of the loaned securities. In lending securities to
brokers, dealers and other organizations, the Portfolio is subject to risks,
which, like those associated with other extensions of credit, include delays in
receiving additional collateral, in recovery should the borrower fail
financially and possible loss of the collateral. Upon receipt of appropriate
regulatory approval, cash collateral may be invested in a money market fund
managed by Bankers Trust (or its affiliates) and Bankers Trust may serve as the
Portfolio's lending agent and may share in revenue received from securities
lending transactions as compensation for this service.

REPURCHASE AGREEMENTS. Each Portfolio may invest in repurchase agreements. In a
repurchase agreement the Portfolio buys a security and simultaneously agrees to
sell it back at a higher price. In the event of the bankruptcy of the other
party to either a repurchase agreement or a securities loan, a Portfolio could
experience delays in recovering either its cash or the securities it lent. To
the extent that, in the meantime, the value of the securities repurchased had
decreased or the value of the securities lent had increased, the Portfolio could
experience a loss. In all cases, Bankers Trust must find the

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creditworthiness of the other party to the transaction satisfactory. A
repurchase agreement is considered a collateralized loan under the 1940 Act.

RULE 144A SECURITIES. Each Portfolio may purchase securities in the United
States that are not registered for sale under Federal securities laws but which
can be resold to institutions under the SEC's Rule 144A. Provided that a dealer
or institutional trading market in such securities exists, these restricted
securities are treated as exempt from each Portfolio's 15% limit on illiquid
securities. Under the supervision of the Board of Trustees of each Portfolio,
Bankers Trust determines the liquidity of restricted securities and, through
reports from Bankers Trust, that Board will monitor trading activity in
restricted securities. Because Rule 144A is relatively new, it is not possible
to predict how these markets will develop. If institutional trading in
restricted securities were to decline, the liquidity of each Portfolio could be
adversely affected.

ZERO COUPON DEBT SECURITIES. Zero coupon debt securities do not make regular
interest payments. Instead they are sold at a deep discount from their face
value. Because a zero coupon bond does not pay current income, its price can be
very volatile when interest rates change. In calculating its dividends, each
Fund takes into account as income a portion of the difference between a zero
coupon bond's purchase price and its face value.

GOVERNMENT SECURITIES. Government securities may or may not be backed by the
full faith and credit of the U.S. government. U.S. Treasury bonds, notes and
bills and certain agency securities, such as those issued by the Federal Housing
Administration, are backed by the full faith and credit of the U.S. government
and are the highest quality government securities. Each Portfolio may also
invest a substantial portion of its portfolio in securities issued by government
agencies or instrumentalities (such as executive departments of the U.S.
government or independent Federal organizations supervised by Congress), which
may have different degrees of government backing but which are not backed by the
full faith and credit of the U.S. government. There is no guarantee that the
government will support these types of securities, and therefore they involve
more risk than other government obligations.

MORTGAGE BACKED SECURITIES. Mortgage backed securities are securities
representing interests in a pool of mortgages. Principal and interest payments
made on the mortgages in the underlying mortgage pool are passed through to the
investor. Unscheduled prepayments of principal shorten the securities' weighted
average life and may lower their total return. When a mortgage in the underlying
pool is prepaid, an unscheduled principal prepayment is passed through to the
investor. This principal is returned to the investor at par. As a result, if a
mortgage security were trading at a premium, its total return would be lowered
by prepayments, and if a mortgage security were trading at a discount, its total
return would be increased by prepayments. The value of these securities also may
change because of changes in the market's perception of the creditworthiness of
the Federal agency that issued them. In addition, the mortgage securities market
in general may be adversely affected by changes in governmental regulation or
tax policies.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"). CMOs are pay through securities
collateralized by mortgages or mortgage backed securities. CMOs are issued in
classes and series that have different maturities and often are retired in
sequence. CMOs may be issued by governmental or non governmental entities such
as banks and other mortgage lenders. Non government securities may offer a
higher yield but also may be subject to greater price fluctuation than
government securities.

ASSET BACKED SECURITIES. Asset backed securities consist of undivided fractional
interests in pools of consumer loans (unrelated to mortgage loans) held in a
trust. Payments of principal and interest are passed through to
certificateholders and are typically supported by some form of credit
enhancement, such as a letter of credit, surety bond, limited guarantee or
senior/subordination. The degree of credit enhancement varies, but generally
amounts to only a fraction of the asset backed security's par value until
exhausted. If the credit enhancement is exhausted, certificateholders may
experience losses or delays in payment if the required payments of principal and
interest are not made to the trust with respect to the underlying loans. The
value of these securities also may change because of changes in the market's
perception of the creditworthiness of the servicing agent for the loan pool, the
originator of the loans or the financial institution providing the credit
enhancement. Asset backed securities are ultimately dependent upon payment of
consumer loans by individuals, and the certificateholder generally has no
recourse to the entity that originated the loans. The underlying loans are
subject to prepayments which shorten the securities' weighted average life and
may lower their return. As prepayments flow through at

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par, total returns would be affected by the prepayments: if a security were
trading at a premium, its total return would be lowered by prepayments, and if a
security were trading at a discount, its total return would be increased by
prepayments.

FOREIGN INVESTMENTS. Each Portfolio may invest in securities of foreign issuers
directly or in the form of American Depositary Receipts ("ADRs"), Global
Depositary Receipts ("GDRs"), European Depositary Receipts ("EDRs") or other
similar securities representing securities of foreign issuers. These securities
may not necessarily be denominated in the same currency as the securities they
represent. Designed for use in U.S. and European securities markets,
respectively, ADRs, GDRs and EDRs are alternatives to the purchase of the
underlying securities in their national markets and currencies, but are subject
to the same risks as the foreign securities to which they relate.

With respect to certain countries in which capital markets are either less
developed or not easily accessed, investments by each Portfolio may be made
through investment in other investment companies that in turn are authorized to
invest in the securities of such countries. Investment in other investment
companies is limited in amount by the 1940 Act, will involve the indirect
payment of a portion of the expenses, including advisory fees, of such other
investment companies and may result in a duplication of fees and expenses.

OPTIONS ON STOCKS. Each Portfolio may write and purchase put and call options on
stocks. A call option gives the purchaser of the option the right to buy, and
obligates the writer to sell, the underlying stock at the exercise price at any
time during the option period. Similarly, a put option gives the purchaser of
the option the right to sell, and obligates the writer to buy, the underlying
stock at the exercise price at any time during the option period. A covered call
option, which is a call option with respect to which a Portfolio owns the
underlying stock, sold by the Portfolio exposes the Portfolio during the term of
the option to possible loss of opportunity to realize appreciation in the market
price of the underlying stock or to possible continued holding of a stock which
might otherwise have been sold to protect against depreciation in the market
price of the stock. A covered put option sold by a Portfolio exposes the
Portfolio during the term of the option to a decline in price of the underlying
stock. A put option sold by a Portfolio is covered when, among other things,
cash or liquid securities are placed in a segregated account to fulfill the
obligations undertaken.

To close out a position when writing covered options, each Portfolio may make a
"closing purchase transaction," which involves purchasing an option on the same
stock with the same exercise price and expiration date as the option which it
has previously written on the stock. A Portfolio will realize a profit or loss
for a closing purchase transaction if the amount paid to purchase an option is
less or more, as the case may be, than the amount received from the sale
thereof. To close out a position as a purchaser of an option, each Portfolio may
make a "closing sale transaction," which involves liquidating the Portfolio's
position by selling the option previously purchased.

Each Portfolio intends to treat over the counter options ("OTC options")
purchased and the assets used to "cover" OTC options written as not readily
marketable and therefore subject to the limitations described in "Investment
Restrictions" in the SAI.

OPTIONS ON STOCK INDICES. Each Portfolio may purchase and write put and call
options on stock indices listed on stock exchanges. A stock index fluctuates
with changes in the market values of the stocks included in the index.

Options on stock indices are generally similar to options on stock except that
the delivery requirements are different. Instead of giving the right to take or
make delivery of stock at a specified price, an option on a stock index gives
the holder the right to receive a cash "exercise settlement amount" equal to (a)
the amount, if any, by which the fixed exercise price of the option exceeds (in
the case of a put) or is less than (in the case of a call) the closing value of
the underlying index on the date of exercise, multiplied by (b) a fixed "index
multiplier." Receipt of this cash amount will depend upon the closing level of
the stock index upon which the option is based being greater than, in the case
of a call, or less than, in the case of a put, the exercise price of the option.
The amount of cash received will be equal to such difference between the closing
price of the index and the exercise price of the option expressed in dollars
times a specified multiple. The writer of the option is obligated, in return for
the premium received, to make delivery of this amount. The writer may offset its
position in stock index options prior to expiration by entering into a closing
transaction on an exchange or the option may expire unexercised.

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Because the value of an index option depends upon movements in the level of the
index rather than the price of a particular stock, whether a Portfolio will
realize a gain or loss from the purchase or writing of options on an index
depends upon movements in the level of stock prices in the stock market
generally or, in the case of certain indices, in an industry or market segment,
rather than movements in the price of a particular stock. Accordingly,
successful use by a Portfolio of options on stock indices will be subject to
Bankers Trust's ability to predict correctly movements in the direction of the
stock market generally or of a particular industry. This requires different
skills and techniques than predicting changes in the price of individual stocks.

FUTURES CONTRACTS ON SECURITIES INDICES. Each Portfolio may enter into contracts
providing for the making and acceptance of a cash settlement based upon changes
in the value of an index of securities ("futures contracts"). This investment
technique may be used to hedge against anticipated future change in general
market prices which otherwise might either adversely affect the value of
securities held by the Portfolio or adversely affect the prices of securities
which are intended to be purchased at a later date for the Portfolio or as an
efficient means of managing allocations between asset classes. A futures
contract may also be entered into to close out or offset an existing futures
position.

When used for hedging purposes, a futures contracts involves the establishment
of a position which will move in a direction opposite to that of the investment
being hedged. If these hedging transactions are successful, the futures
positions taken for a Portfolio will rise in value by an amount which
approximately offsets the decline in value of the portion of the Portfolio's
investments that are being hedged. Should general market prices move in an
unexpected manner, the full anticipated benefits of futures contracts may not be
achieved or a loss may be realized.

Futures contracts do involve certain risks. These risks could include a lack of
correlation between the futures contract and the corresponding securities
market, a potential lack of liquidity in the secondary market and incorrect
assessments of market trends which may result in poorer overall performance than
if a futures contract had not been entered into.

Brokerage costs will be incurred and "margin" will be required to be posted and
maintained as a good faith deposit against performance of obligations under
futures contracts written for a Portfolio.

OPTIONS ON FUTURES CONTRACTS. Each Portfolio may invest in options on such
futures contracts for similar purposes.

Each Portfolio may not purchase or sell a futures contract or option thereon if
immediately thereafter its margin deposits on its outstanding futures contracts
(other than futures contracts entered into for bona fide hedging purposes) and
premiums paid for options thereon would exceed 5% of the market value of the
Portfolio's total assets.

FOREIGN CURRENCY EXCHANGE TRANSACTIONS. Because each Portfolio buys and sells
securities denominated in currencies other than the U.S. dollar and receives
interest, dividends and sale proceeds in currencies other than the U.S. dollar,
the Portfolios from time to time may enter into foreign currency exchange
transactions to convert to and from different foreign currencies and to convert
foreign currencies to and from the U.S. dollar. Each Portfolio either enters
into these transactions on a spot (i.e., cash) basis at the spot rate prevailing
in the foreign currency exchange market or uses forward contracts to purchase or
sell foreign currencies.

A forward foreign currency exchange contract is an obligation by a Portfolio to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract. Forward foreign currency exchange
contracts establish an exchange rate at a future date. These contracts are
transferable in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. A forward foreign currency
exchange contract generally has no deposit requirement and is traded at a net
price without commission. Neither spot transactions nor forward foreign currency
exchange contracts eliminate fluctuations in the prices of a Portfolio's
securities or in foreign exchange rates, or prevent loss if the prices of these
securities should decline.

<PAGE>

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

- --------------------------------------------------------------------------------
Trust's long term investment decisions, each Portfolio will not routinely enter
into foreign currency hedging transactions with respect to security
transactions; however, Bankers Trust believes that it is important to have the
flexibility to enter into foreign currency hedging transactions when it
determines that the transactions would be in each Portfolio's best interest.
Although these transactions tend to minimize the risk of loss due to a decline
in the value of the hedged currency, at the same time they tend to limit any
potential gain that might be realized should the value of the hedged currency
increase. The precise matching of the forward contract amounts and the value of
the securities involved will not generally be possible because the future value
of such securities in foreign currencies will change as a consequence of market
movements in the value of such securities between the date the forward contract
is entered into and the date it matures. The projection of currency market
movements is extremely difficult, and the successful execution of a hedging
strategy is highly uncertain.

OPTIONS ON FOREIGN CURRENCIES. Each Portfolio may write covered put and call
options and purchase put and call options on foreign currencies for the purpose
of protecting against declines in the dollar value of portfolio securities and
against increases in the dollar cost of securities to be acquired. Each
Portfolio may use options on currency to cross hedge, which involves writing or
purchasing options on one currency to hedge against changes in exchange rates
for a different, but related currency. As with other types of options, however,
the writing of an option on foreign currency will constitute only a partial
hedge up to the amount of the premium received, and each Portfolio could be
required to purchase or sell foreign currencies at disadvantageous exchange
rates, thereby incurring losses. The purchase of an option on foreign currency
may be used to hedge against fluctuations in exchange rates although, in the
event of exchange rate movements adverse to a Portfolio's position, it may
forfeit the entire amount of the premium plus related transaction costs. In
addition each Portfolio may purchase call options on currency when the Adviser
anticipates that the currency will appreciate in value.

There is no assurance that a liquid secondary market on an options exchange will
exist for any particular option, or at any particular time. If a Portfolio is
unable to effect a closing purchase transaction with respect to covered options
it has written, the Portfolio will not be able to sell the underlying currency
or dispose of assets held in a segregated account until the options expire or
are exercised. Similarly, if a Portfolio is unable to effect a closing sale
transaction with respect to options it has purchased, it would have to exercise
the options in order to realize any profit and will incur transaction costs upon
the purchase or sale of underlying currency. Each Portfolio pays brokerage
commissions or spreads in connection with its options transactions.

As in the case of forward contracts, certain options on foreign currencies are
traded over the counter and involve liquidity and credit risks which may not be
present in the case of exchange traded currency options. Each Portfolio's
ability to terminate OTC options will be more limited than with exchange traded
options. It is also possible that broker dealers participating in OTC options
transactions will not fulfill their obligations. Until such time as the staff of
the SEC changes its position, each Portfolio will treat purchased OTC options
and assets used to cover written OTC options as illiquid securities. With
respect to options written with primary dealers in U.S. Government securities
pursuant to an agreement requiring a closing purchase transaction at a formula
price, the amount of illiquid securities may be calculated with reference to the
repurchase formula.

There can be no assurance that the use of these portfolio strategies will be
successful.

ASSET COVERAGE. To reduce the leverage created by each of the Portfolio's use of
futures and related options, as well as when-issued and delayed delivery
securities and foreign currency exchange transactions, each Portfolio will cover
such transactions, as required under applicable interpretations of the SEC,
either by owning the underlying securities or by segregating with the
Portfolio's custodian liquid securities in an amount at all times equal to or
exceeding the Portfolio's commitment with respect to these instruments or
contracts.

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(THIS PAGE INTENTIONALLY LEFT BLANK)

<PAGE>

BT INVESTMENT FUNDS
BT INVESTMENT LIFECYCLE SHORT RANGE FUND
BT INVESTMENT LIFECYCLE MID RANGE FUND
BT INVESTMENT LIFECYCLE LONG RANGE FUND

INVESTMENT ADVISER OF THE PORTFOLIOS AND ADMINISTRATOR
BANKERS TRUST COMPANY
130 Liberty Street
New York, NY 10006

DISTRIBUTOR
EDGEWOOD SERVICES, INC.
5800 Corporate Drive
Pittsburgh, PA 15237-5829

CUSTODIAN AND TRANSFER AGENT
BANKERS TRUST COMPANY
130 Liberty Street
New York, NY 10006

INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
250 West Pratt Street, Suite 21
Baltimore, MD 21201

COUNSEL
WILLKIE FARR & GALLAGHER
787 7th Avenue
New York, NY 10019

........................

No person has been authorized to give any information or to make any
representations other than those contained in the Trust's Prospectuses, its
Statements of Additional Information or the Trust's official sales literature in
connection with the offering of the Trust's shares and, if given or made, such
other information or representations must not be relied on as having been
authorized by the Trust. This Prospectus does not constitute an offer in any
state in which, or to any person to whom, such offer may not lawfully be made.
........................

Cusips #055922827
#055922835
#055922843

COMBINV300 (6/98)

STATEMENT OF ADDITIONAL INFORMATION

JUNE 30, 1998

BT INVESTMENT FUNDS

o BT Investment Lifecycle Short Range Fund

o BT Investment Lifecycle Mid Range Fund

o BT Investment Lifecycle Long Range Fund

BT Investment Funds (the "Trust") is an open-end management investment company
that offers investors a selection of investment portfolios, each having distinct
investment objectives and policies. This Statement of Additional Information
relates only to the BT Investment Lifecycle Short Range Fund, BT Investment
Lifecycle Mid Range Fund and BT Investment Lifecycle Long Range Fund (each, a
"Fund" and together the "Funds"). Each Fund seeks to achieve its investment
objective by allocating investments among three asset classes: stocks, bonds,
and short-term instruments.

As described in the Prospectus, the Trust seeks to achieve the investment
objective of each Fund by investing all the investable assets ("Assets") of the
Fund in a diversified open-end management investment company having the same
investment objective as such Fund. These investment companies are, respectively,
Asset Management Portfolio III, Asset Management Portfolio II, and Asset
Management Portfolio (each a "Portfolio" and collectively, the "Portfolios").
Asset Management Portfolio II and Asset Management Portfolio III are each a
series of BT Investment Portfolios.

Shares of the Funds are sold by Edgewood Services, Inc. ("Edgewood"), the
Trust's distributor, to clients and customers (including affiliates and
correspondents) of Bankers Trust Company ("Bankers Trust"), the Portfolios'
investment adviser ("Adviser"), and to clients and customers of other
organizations.

The Trust's Prospectus for the Funds is dated June 30, 1998, and provides the
basic information investors should know before investing. This Statement of
Additional Information ("SAI"), which is not a Prospectus, is intended to
provide additional information regarding the activities and operations of the
Trust and should be read in conjunction with the Prospectus. You may request a
copy of a Prospectus or a paper copy of this SAI, if you have received it
electronically, free of charge by calling the Trust at the telephone number
listed below or by contacting any Service Agent. This SAI is not an offer of any
Fund for which an investor has not received a Prospectus. Capitalized terms not
otherwise defined in this SAI have the meanings accorded to them in the Trust's
Prospectus.

BANKERS TRUST COMPANY

INVESTMENT ADVISER OF EACH PORTFOLIO AND ADMINISTRATOR

EDGEWOOD SERVICES, INC.

DISTRIBUTOR

5800 CORPORATE DRIVE PITTSBURGH, PENNSYLVANIA 15237-5829 1-800-730-1313

TABLE OF CONTENTS

Investment Objectives and Policies......................................1

Performance Information................................................15

Valuation of Securities; Redemptions and Purchases in Kind.............18

Management of the Trust and Portfolios.................................20

Organization of the Trust..............................................25

Taxation...............................................................26

Financial Statements...................................................27

Appendix...............................................................28

<PAGE>

47
INVESTMENT OBJECTIVES AND POLICIES

INVESTMENT OBJECTIVES

The investment objective of each Fund is described in the Funds' Prospectus.
There can, of course, be no assurance that any Fund will achieve its investment
objective.

INVESTMENT POLICIES

Each Fund seeks to achieve its investment objective by investing all of its
Assets in the corresponding Portfolio. The Trust may withdraw a Fund's
investment from the corresponding Portfolio at any time if the Board of Trustees
of the Trust determines that it is in the best interests of the Fund to do so.

Since the investment characteristics of each Fund will correspond directly to
those of the corresponding Portfolio, the following is a discussion of the
various investments of and techniques employed by each Portfolio.

CERTIFICATES OF DEPOSIT AND BANKERS' ACCEPTANCES. Certificates of deposit are
receipts issued by a depository institution in exchange for the deposit of
funds. The issuer agrees to pay the amount deposited plus interest to the bearer
of the receipt on the date specified on the certificate. The certificate usually
can be traded in the secondary market prior to maturity. Bankers' acceptances
typically arise from short-term credit arrangements designed to enable
businesses to obtain funds to finance commercial transactions. Generally, an
acceptance is a time draft drawn on a bank by an exporter or an importer to
obtain a stated amount of funds to pay for specific merchandise. The draft is
then "accepted" by a bank that, in effect, unconditionally guarantees to pay the
face value of the instrument on its maturity date. The acceptance may then be
held by the accepting bank as an earning asset or it may be sold in the
secondary market at the going rate of discount for a specific maturity. Although
maturities for acceptances can be as long as 270 days, most acceptances have
maturities of six months or less.

COMMERCIAL PAPER. Commercial paper consists of short-term (usually from 1 to 270
days) unsecured promissory notes issued by corporations in order to finance
their current operations. A variable amount master demand note (which is a type
of commercial paper) represents a direct borrowing arrangement involving
periodically fluctuating rates of interest under a letter agreement between a
commercial paper issuer and an institutional lender pursuant to which the lender
may determine to invest varying amounts.

For a description of commercial paper ratings, see the Appendix.

ILLIQUID SECURITIES. 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 calendar days. Securities which have not
been registered under the 1933 Act are referred to as private placements 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 a mutual fund
might be unable to dispose of restricted or other illiquid securities promptly
or at reasonable prices and might thereby experience difficulty satisfying
redemptions within seven calendar days. A mutual fund might also have to
register such restricted securities in order to dispose of them resulting in
additional expenses and delay. Adverse market conditions could impede such a
public offering of securities.

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. Institutional investors depend on an efficient
institutional market in which the unregistered security can be readily resold or
on an issuer's ability to honor a demand for repayment. The fact that there are
contractual or legal restrictions on resale of such investments to the general
public or to certain institutions may not be indicative of their liquidity.

The Securities and Exchange Commission (the "SEC") has adopted Rule 144A, which
allows a broader institutional trading market for securities otherwise subject
to restriction on their resale to the general public. Rule 144A establishes a
"safe harbor" from the registration requirements of the 1933 Act for resales of
certain securities to qualified institutional buyers. The Adviser anticipates
that the market for certain restricted securities such as institutional
commercial paper will expand further as a result of this regulation and the
development of automated systems for the trading, clearance and settlement of
unregistered securities of domestic and foreign issuers, such as the PORTAL
System sponsored by the National Association of Securities Dealers, Inc.

The Adviser will monitor the liquidity of Rule 144A securities in each
Portfolio's portfolio under the supervision of the Portfolio's Board of
Trustees. In reaching liquidity decisions, the Adviser will consider, among
other things, the following factors: (1) the frequency of trades and quotes for
the security; (2) the number of dealers and other potential purchasers wishing
to purchase or sell the security; (3) dealer undertakings to make a market in
the security and (4) the nature of the security and of the marketplace trades
(e.g., the time needed to dispose of the security, the method of soliciting
offers and the mechanics of the transfer).

LENDING OF PORTFOLIO SECURITIES. The Portfolios have the authority to lend
portfolio securities to brokers, dealers and other financial organizations. By
lending its securities, a Portfolio may increase its income by continuing to
receive payments in respect of dividends and interest on the loaned securities
as well as by either investing the cash collateral in short-term securities or
obtaining yield in the form of a fee paid by the borrower when irrevocable
letters of credit and U.S. government obligations are used as collateral. Each
Portfolio will adhere to the following conditions whenever its securities are
loaned: (i) the Portfolio must receive at least 100% collateral from the
borrower; (ii) the borrower must increase this collateral whenever the market
value of the securities including accrued interest rises above the level of the
collateral; (iii) the Portfolio must be able to terminate the loan at any time;
(iv) the Portfolio must receive substitute payments in respect of all dividends,
interest or other distributions on the loaned securities, and (v) voting rights
on the loaned securities may pass to the borrower; provided, however, that if a
material event adversely affecting the investment occurs, the Board of Trustees
must retain the right to terminate the loan and recall and vote the
securities.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

GENERAL. The successful use of such instruments draws upon the Adviser's skill
and experience with respect to such instruments and usually depends on the
Adviser's ability to forecast interest rate and currency exchange rate movements
correctly. Should interest or exchange rates move in an unexpected manner, a
Portfolio may not achieve the anticipated benefits of futures contracts or
options on futures contracts or may realize losses and thus will be in a worse
position than if such strategies had not been used. In addition, the correlation
between movements in the price of futures contracts or options on futures
contracts and movements in the price of the securities and currencies hedged or
used for cover will not be perfect and could produce unanticipated losses.

FUTURES CONTRACTS. Each Portfolio may enter into contracts for the purchase or
sale for future delivery of fixed-income securities or foreign currencies, or
contracts based on financial indices including any index of U.S. government
securities, foreign government securities or corporate debt securities. U.S.
futures contracts have been designed by exchanges which have been designated
"contracts markets" by the Commodity Futures Trading Commission ("CFTC"), and
must be executed through a futures commission merchant, or brokerage firm, which
is a member of the relevant contract market. Futures contracts trade on a number
of exchange markets, and, through their clearing corporations, the exchanges
guarantee performance of the contracts as between the clearing members of the
exchange. Each Portfolio may enter into futures contracts which are based on
debt securities that are backed by the full faith and credit of the U.S.
government, such as long-term U.S. Treasury Bonds, Treasury Notes, Government
National Mortgage Association modified pass-through mortgage-backed securities
and three-month U.S. Treasury Bills. Each Portfolio may also enter into futures
contracts which are based on bonds issued by entities other than the U.S.
government.

At the same time a futures contract is purchased or sold, the Portfolio must
allocate cash or securities as a deposit payment ("initial deposit"). It is
expected that the initial deposit would be approximately 1 1/2% to 5% of a
contract's face value. Daily thereafter, the futures contract is valued and the
payment of "variation margin" may be required, since each day the Portfolio
would provide or receive cash that reflects any decline or increase in the
contract's value.

At the time of delivery of securities pursuant to such a contract, adjustments
are made to recognize differences in value arising from the delivery of
securities with a different interest rate from that specified in the contract.
In some (but not many) cases, securities called for by a futures contract may
not have been issued when the contract was written.

Although futures contracts by their terms call for the actual delivery or
acquisition of securities, in most cases the contractual obligation is fulfilled
before the date of the contract without having to make or take delivery of the
securities. The offsetting of a contractual obligation is accomplished by buying
(or selling, as the case may be) on a commodities exchange an identical futures
contract calling for delivery in the same month. Such a transaction, which is
effected through a member of an exchange, cancels the obligation to make or take
delivery of the securities. Since all transactions in the futures market are
made, offset or fulfilled through a clearinghouse associated with the exchange
on which the contracts are traded, a Portfolio will incur brokerage fees when it
purchases or sells futures contracts.

The purpose of the acquisition or sale of a futures contract, in the case of a
Portfolio which holds or intends to acquire fixed-income securities, is to
attempt to protect the Portfolio from fluctuations in interest or foreign
exchange rates without actually buying or selling fixed-income securities or
foreign currencies. For example, if interest rates were expected to increase,
the Portfolio might enter into futures contracts for the sale of debt
securities. Such a sale would have much the same effect as selling an equivalent
value of the debt securities owned by the Portfolio. If interest rates did
increase, the value of the debt security in the Portfolio would decline, but the
value of the futures contracts to the Portfolio would increase at approximately
the same rate, thereby keeping the net asset value of the Portfolio from
declining as much as it otherwise would have. The Portfolio could accomplish
similar results by selling debt securities and investing in bonds with short
maturities when interest rates are expected to increase. However, since the
futures market is more liquid than the cash market, the use of futures contracts
as an investment technique allows the Portfolio to maintain a defensive position
without having to sell its portfolio securities.

Similarly, when it is expected that interest rates may decline, futures
contracts may be purchased to attempt to hedge against anticipated purchases of
debt securities at higher prices. Since the fluctuations in the value of futures
contracts should be similar to those of debt securities, a Portfolio could take
advantage of the anticipated rise in the value of debt securities without
actually buying them until the market had stabilized. At that time, the futures
contracts could be liquidated and the Portfolio could then buy debt securities
on the cash market. To the extent a Portfolio enters into futures contracts for
this purpose, the assets in the segregated asset account maintained to cover the
Portfolio's obligations with respect to such futures contracts will consist of
cash, cash equivalents or high quality liquid debt securities from its portfolio
in an amount equal to the difference between the fluctuating market value of
such futures contracts and the aggregate value of the initial and variation
margin payments made by the Portfolio with respect to such futures contracts.

The ordinary spreads between prices in the cash and futures market, due to
differences in the nature of those markets, are subject to distortions. First,
all participants in the futures market are subject to initial deposit and
variation margin requirements. Rather than meeting additional variation margin
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on
participants entering into offsetting transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery, liquidity
in the futures market could be reduced, thus producing distortion. Third, from
the point of view of speculators, the margin deposit requirements in the futures
market are less onerous than margin requirements in the securities market.
Therefore, increased participation by speculators in the futures market may
cause temporary price distortions. Due to the possibility of distortion, a
correct forecast of general interest rate trends by the Adviser may still not
result in a successful transaction.

In addition, futures contracts entail risks. Although the Adviser believes that
use of such contracts will benefit the Portfolios, if the Adviser's investment
judgment about the general direction of interest rates is incorrect, a
Portfolio's overall performance would be poorer than if it had not entered into
any such contract. For example, if a Portfolio has hedged against the
possibility of an increase in interest rates which would adversely affect the
price of debt securities held in its portfolio and interest rates decrease
instead, the Portfolio will lose part or all of the benefit of the increased
value of its debt securities which it has hedged because it will have offsetting
losses in its futures positions. In addition, in such situations, if a Portfolio
has insufficient cash, it may have to sell debt securities from its portfolio to
meet daily variation margin requirements. Such sales of bonds may be, but will
not necessarily be, at increased prices which reflect the rising market. A
Portfolio may have to sell securities at a time when it may be disadvantageous
to do so.

OPTIONS ON FUTURES CONTRACTS. Each Portfolio may purchase and write options on
futures contracts for hedging purposes. The purchase of a call option on a
futures contract is similar in some respects to the purchase of a call option on
an individual security. Depending on the pricing of the option compared to
either the price of the futures contract upon which it is based or the price of
the underlying debt securities, it may or may not be less risky than ownership
of the futures contract or underlying debt securities. As with the purchase of
futures contracts, when a Portfolio is not fully invested it may purchase a call
option on a futures contract to hedge against a market advance due to declining
interest rates.

The writing of a call option on a futures contract constitutes a partial hedge
against declining prices of the security or foreign currency which is
deliverable upon exercise of the futures contract. If the futures price at
expiration of the option is below the exercise price, a Portfolio will retain
the full amount of the option premium which provides a partial hedge against any
decline that may have occurred in the Portfolio's holdings. The writing of a put
option on a futures contract constitutes a partial hedge against increasing
prices of the security or foreign currency which is deliverable upon exercise of
the futures contract. If the futures price at expiration of the option is higher
than the exercise price, the Portfolio will retain the full amount of the option
premium which provides a partial hedge against any increase in the price of
securities which the Portfolio intends to purchase. If a put or call option the
Portfolio has written is exercised, the Portfolio will incur a loss which will
be reduced by the amount of the premium it receives. Depending on the degree of
correlation between changes in the value of its portfolio securities and changes
in the value of its futures positions, the Portfolio's losses from existing
options on futures may to some extent be reduced or increased by changes in the
value of portfolio securities.

The purchase of a put option on a futures contract is similar in some respects
to the purchase of protective put options on portfolio securities. For example,
a Portfolio may purchase a put option on a futures contract to hedge its
portfolio against the risk of rising interest rates.

The amount of risk a Portfolio assumes when it purchases an option on a futures
contract is the premium paid for the option plus related transaction costs. In
addition to the correlation risks discussed above, the purchase of an option
also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the option purchased.

The Board of Trustees of each Portfolio has also adopted a further restriction
that the Portfolio will not enter into any futures contracts or options on
futures contracts if immediately thereafter the amount of margin deposits on all
the futures contracts of the Portfolio and premiums paid on outstanding options
on futures contracts owned by the Portfolio (other than those entered into for
bona fide hedging purposes) would exceed 5% of the market value of the total
assets of the Portfolio.

OPTIONS ON FOREIGN CURRENCIES. Each Portfolio may purchase and write options on
foreign currencies for hedging purposes in a manner similar to that in which
futures contracts on foreign currencies, or forward contracts, will be utilized.
For example, a decline in the dollar value of a foreign currency in which
portfolio securities are denominated will reduce the dollar value of such
securities, even if their value in the foreign currency remains constant. In
order to protect against such diminutions in the value of portfolio securities,
the Portfolio may purchase put options on the foreign currency. If the value of
the currency does decline, a Portfolio will have the right to sell such currency
for a fixed amount in dollars and will thereby offset, in whole or in part, the
adverse effect on its portfolio which otherwise would have resulted.

Conversely, where a rise in the dollar value of a currency in which securities
to be acquired are denominated is projected, thereby increasing the cost of such
securities, the Portfolio may purchase call options thereon. The purchase of
such options could offset, at least partially, the effects of the adverse
movements in exchange rates. As in the case of other types of options, however,
the benefit to the Portfolio deriving from purchases of foreign currency options
will be reduced by the amount of the premium and related transaction costs. In
addition, where currency exchange rates do not move in the direction or to the
extent anticipated, the Portfolio could sustain losses on transactions in
foreign currency options which would require it to forego a portion or all of
the benefits of advantageous changes in such rates.

Each Portfolio may write options on foreign currencies for the same types of
hedging purposes. For example, where a Portfolio anticipates a decline in the
dollar value of foreign currency denominated securities due to adverse
fluctuations in exchange rates it could, instead of purchasing a put option,
write a call option on the relevant currency. If the expected decline occurs,
the options will most likely not be exercised, and the diminution in value of
portfolio securities will be offset by the amount of the premium received.

Similarly, instead of purchasing a call option to hedge against an anticipated
increase in the dollar cost of securities to be acquired, the Portfolio could
write a put option on the relevant currency which, if rates move in the manner
projected, will expire unexercised and allow the Portfolio to hedge such
increased cost up to the amount of the premium. As in the case of other types of
options, however, the writing of a foreign currency option will constitute only
a partial hedge up to the amount of the premium, and only if rates move in the
expected direction. If this does not occur, the option may be exercised and the
Portfolio would be required to purchase or sell the underlying currency at a
loss which may not be offset by the amount of the premium. Through the writing
of options on foreign currencies, the Portfolio also may be required to forego
all or a portion of the benefits which might otherwise have been obtained from
favorable movements in exchange rates.

Each Portfolio intends to write covered call options on foreign currencies. A
call option written on a foreign currency by a Portfolio is "covered" if the
Portfolio owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without additional
cash consideration (or for additional cash consideration held in a segregated
account by its Custodian) upon conversion or exchange of other foreign currency
held in its portfolio. A call option is also covered if the Portfolio has a call
on the same foreign currency and in the same principal amount as the call
written where the exercise price of the call held (a) is equal to or less than
the exercise price of the call written or (b) is greater than the exercise price
of the call written if the difference is maintained by the Portfolio in cash,
U.S. government securities and other high quality liquid debt securities in a
segregated account with its custodian.

Each Portfolio also intends to write call options on foreign currencies that are
not covered for cross-hedging purposes. A call option on a foreign currency is
for cross-hedging purposes if it is not covered, but is designed to provide a
hedge against a decline in the U.S. dollar value of a security which the
Portfolio owns or has the right to acquire and which is denominated in the
currency underlying the option due to an adverse change in the exchange rate. In
such circumstances, the Portfolio collateralizes the option by maintaining in a
segregated account with its Custodian, cash or U.S. government securities or
other high quality liquid debt securities in an amount not less than the value
of the underlying foreign currency in U.S. dollars priced daily.

ADDITIONAL RISKS OF OPTIONS ON FUTURES CONTRACTS, FORWARD CONTRACTS AND OPTIONS
ON FOREIGN CURRENCIES. Unlike transactions entered into by a Portfolio in
futures contracts, options on foreign currencies and forward contracts are not
traded on contract markets regulated by the CFTC or (with the exception of
certain foreign currency options) by the SEC. To the contrary, such instruments
are traded through financial institutions acting as market-makers, although
foreign currency options are also traded on certain national securities
exchanges, such as the Philadelphia Stock Exchange and the Chicago Board Options
Exchange, subject to SEC regulation. Similarly, options on currencies may be
traded over-the-counter. In an over-the-counter trading environment, many of the
protections afforded to exchange participants will not be available. For
example, there are no daily price fluctuation limits, and adverse market
movements could therefore continue to an unlimited extent over a period of time.
Although the purchaser of an option cannot lose more than the amount of the
premium plus related transaction costs, this entire amount could be lost.
Moreover, the option writer and a trader of forward contracts could lose amounts
substantially in excess of their initial investments, due to the margin and
collateral requirements associated with such positions.

Options on foreign currencies traded on national securities exchanges are within
the jurisdiction of the SEC, as are other securities traded on such exchanges.
As a result, many of the protections provided to traders on organized exchanges
will be available with respect to such transactions. In particular, all foreign
currency option positions entered into on a national securities exchange are
cleared and guaranteed by the Options Clearing Corporation ("OCC"), thereby
reducing the risk of counterparty default. Further, a liquid secondary market in
options traded on a national securities exchange may be more readily available
than in the over-the-counter market, potentially permitting a Portfolio to
liquidate open positions at a profit prior to exercise or expiration, or to
limit losses in the event of adverse market movements.

The purchase and sale of exchange-traded foreign currency options, however, is
subject to the risks of the availability of a liquid secondary market described
above, as well as the risks regarding adverse market movements, margining of
options written, the nature of the foreign currency market, possible
intervention by governmental authorities and the effects of other political and
economic events. In addition, exchange-traded options on foreign currencies
involve certain risks not presented by the over-the-counter market. For example,
exercise and settlement of such options must be made exclusively through the
OCC, which has established banking relationships in applicable foreign countries
for this purpose. As a result, the OCC may, if it determines that foreign
governmental restrictions or taxes would prevent the orderly settlement of
foreign currency option exercises, or would result in undue burdens on the OCC
or its clearing member, impose special procedures on exercise and settlement,
such as technical changes in the mechanics of delivery of currency, the fixing
of dollar settlement prices or prohibitions on exercise.

As in the case of forward contracts, certain options on foreign currencies are
traded over-the-counter and involve liquidity and credit risks which may not be
present in the case of exchange-traded currency options. A Portfolio's ability
to terminate over-the-counter options will be more limited than with
exchange-traded options. It is also possible that broker-dealers participating
in over-the-counter options transactions will not fulfill their obligations.
Until such time as the staff of the SEC changes its position, each Portfolio
will treat purchased over-the-counter options and assets used to cover written
over-the-counter options as illiquid securities. With respect to options written
with primary dealers in U.S. government securities pursuant to an agreement
requiring a closing purchase transaction at a formula price, the amount of
illiquid securities may be calculated with reference to the repurchase formula.

In addition, futures contracts, options on futures contracts, forward contracts
and options on foreign currencies may be traded on foreign exchanges. Such
transactions are subject to the risk of governmental actions affecting trading
in or the prices of foreign currencies or securities. The value of such
positions also could be adversely affected by: (i) other complex foreign
political and economic factors; (ii) lesser availability than in the United
States of data on which to make trading decisions; (iii) delays in the
Portfolio's ability to act upon economic events occurring in foreign markets
during nonbusiness hours in the United States; (iv) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States; and (v) lesser trading volume.

OPTIONS ON SECURITIES. Each Portfolio may write (sell) covered call and put
options to a limited extent on its portfolio securities ("covered options") in
an attempt to increase income. However, the Portfolio may forgo the benefits of
appreciation on securities sold or may pay more than the market price on
securities acquired pursuant to call and put options written by the Portfolio.

When a Portfolio writes a covered call option, it gives the purchaser of the
option the right to buy the underlying security at the price specified in the
option (the "exercise price") by exercising the option at any time during the
option period. If the option expires unexercised, the Portfolio will realize
income in an amount equal to the premium received for writing the option. If the
option is exercised, a decision over which the Portfolio has no control, the
Portfolio must sell the underlying security to the option holder at the exercise
price. By writing a covered call option, the Portfolio forgoes, in exchange for
the premium less the commission ("net premium"), the opportunity to profit
during the option period from an increase in the market value of the underlying
security above the exercise price.

When a Portfolio writes a covered put option, it gives the purchaser of the
option the right to sell the underlying security to the Portfolio at the
specified exercise price at any time during the option period. If the option
expires unexercised, the Portfolio will realize income in the amount of the
premium received for writing the option. If the put option is exercised, a
decision over which the Portfolio has no control, the Portfolio must purchase
the underlying security from the option holder at the exercise price. By writing
a covered put option, the Portfolio, in exchange for the net premium received,
accepts the risk of a decline in the market value of the underlying security
below the exercise price. The Portfolio will only write put options involving
securities for which a determination is made at the time the option is written
that the Portfolio wishes to acquire the securities at the exercise price.

A Portfolio may terminate its obligation as the writer of a call or put option
by purchasing an option with the same exercise price and expiration date as the
option previously written. This transaction is called a "closing purchase
transaction." Where the Portfolio cannot effect a closing purchase transaction,
it may be forced to incur brokerage commissions or dealer spreads in selling
securities it receives or it may be forced to hold underlying securities until
an option is exercised or expires.

When a Portfolio writes an option, an amount equal to the net premium received
by the Portfolio is included in the liability section of the Portfolio's
Statement of Assets and Liabilities as a deferred credit. The amount of the
deferred credit will be subsequently marked to market to reflect the current
market value of the option written. The current market value of a traded option
is the last sale price or, in the absence of a sale, the mean between the
closing bid and asked price. If an option expires on its stipulated expiration
date or if the Portfolio enters into a closing purchase transaction, the
Portfolio will realize a gain (or loss if the cost of a closing purchase
transaction exceeds the premium received when the option was sold), and the
deferred credit related to such option will be eliminated. If a call option is
exercised, the Portfolio will realize a gain or loss from the sale of the
underlying security and the proceeds of the sale will be increased by the
premium originally received. The writing of covered call options may be deemed
to involve the pledge of the securities against which the option is being
written. Securities against which call options are written will be segregated on
the books of the custodian for the Portfolio.

A Portfolio may purchase call and put options on any securities in which it may
invest. The Portfolio would normally purchase a call option in anticipation of
an increase in the market value of such securities. The purchase of a call
option would entitle the Portfolio, in exchange for the premium paid, to
purchase a security at a specified price during the option period. The Portfolio
would ordinarily have a gain if the value of the securities increased above the
exercise price sufficiently to cover the premium and would have a loss if the
value of the securities remained at or below the exercise price during the
option period.

A Portfolio would normally purchase put options in anticipation of a decline in
the market value of securities in its portfolio ("protective puts") or
securities of the type in which it is permitted to invest. The purchase of a put
option would entitle the Portfolio, in exchange for the premium paid, to sell a
security, which may or may not be held in the Portfolio's portfolio, at a
specified price during the option period. The purchase of protective puts is
designed merely to offset or hedge against a decline in the market value of the
Portfolio's portfolio securities. Put options also may be purchased by the
Portfolio for the purpose of affirmatively benefiting from a decline in the
price of securities which the Portfolio does not own. The Portfolio would
ordinarily recognize a gain if the value of the securities decreased below the
exercise price sufficiently to cover the premium and would recognize a loss if
the value of the securities remained at or above the exercise price. Gains and
losses on the purchase of protective put options would tend to be offset by
countervailing changes in the value of underlying portfolio securities.

Each Portfolio has adopted certain other nonfundamental policies concerning
option transactions which are discussed below. Each Portfolio's activities in
options may also be restricted by the requirements of the Internal Revenue Code
of 1986, as amended (the "Code"), for qualification as a regulated investment
company.

The hours of trading for options on securities may not conform to the hours
during which the underlying securities are traded. To the extent that the option
markets close before the markets for the underlying securities, significant
price and rate movements can take place in the underlying securities markets
that cannot be reflected in the option markets. It is impossible to predict the
volume of trading that may exist in such options, and there can be no assurance
that viable exchange markets will develop or continue.

Each Portfolio may engage in over-the-counter options transactions with
broker-dealers who make markets in these options. At present, approximately ten
broker-dealers, including several of the largest primary dealers in U.S.
government securities, make these markets. The ability to terminate
over-the-counter option positions is more limited than with exchange-traded
option positions because the predominant market is the issuing broker rather
than an exchange, and may involve the risk that broker-dealers participating in
such transactions will not fulfill their obligations. To reduce this risk, the
Portfolio will purchase such options only from broker-dealers who are primary
government securities dealers recognized by the Federal Reserve Bank of New York
and who agree to (and are expected to be capable of) entering into closing
transactions, although there can be no guarantee that any such option will be
liquidated at a favorable price prior to expiration. The Adviser will monitor
the creditworthiness of dealers with whom the Portfolio enters into such options
transactions under the general supervision of the Portfolios' Trustees.

OPTIONS ON SECURITIES INDICES. In addition to options on securities, each
Portfolio may also purchase and write (sell) call and put options on securities
indices. Such options give the holder the right to receive a cash settlement
during the term of the option based upon the difference between the exercise
price and the value of the index. Such options will be used for the purposes
described above under "Options on Securities."

Options on securities indices entail risks in addition to the risks of options
on securities. The absence of a liquid secondary market to close out options
positions on securities indices is more likely to occur, although a Portfolio
generally will only purchase or write such an option if the Adviser believes the
option can be closed out.

Use of options on securities indices also entails the risk that trading in such
options may be interrupted if trading in certain securities included in the
index is interrupted. Each Portfolio will not purchase such options unless the
Adviser believes the market is sufficiently developed such that the risk of
trading in such options is no greater than the risk of trading in options on
securities.

Price movements in a Portfolio's portfolio may not correlate precisely with
movements in the level of an index and, therefore, the use of options on indices
cannot serve as a complete hedge. Because options on securities indices require
settlement in cash, the Adviser may be forced to liquidate portfolio securities
to meet settlement obligations.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. Because each Portfolio buys and
sells securities denominated in currencies other than the U.S. dollar and
receives interest, dividends and sale proceeds in currencies other than the U.S.
dollar, each Portfolio from time to time may enter into foreign currency
exchange transactions to convert to and from different foreign currencies and to
convert foreign currencies to and from the U.S. dollar. A Portfolio either
enters into these transactions on a spot (I.E., cash) basis at the spot rate
prevailing in the foreign currency exchange market or uses forward contracts to
purchase or sell foreign currencies.

A forward foreign currency exchange contract is an obligation by a Portfolio to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract. Forward foreign currency exchange
contracts establish an exchange rate at a future date. These contracts are
transferable in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. A forward foreign currency
exchange contract generally has no deposit requirement and is traded at a net
price without commission. Each Portfolio maintains with its custodian a
segregated account of high grade liquid assets in an amount at least equal to
its obligations under each forward foreign currency exchange contract. Neither
spot transactions nor forward foreign currency exchange contracts eliminate
fluctuations in the prices of the Portfolio's securities or in foreign exchange
rates, or prevent loss if the prices of these securities should decline.

Each Portfolio may enter into foreign currency hedging transactions in an
attempt to protect against changes in foreign currency exchange rates between
the trade and settlement dates of specific securities transactions or changes in
foreign currency exchange rates that would adversely affect a portfolio position
or an anticipated investment position. Since consideration of the prospect for
currency parities will be incorporated into Bankers Trust's long-term investment
decisions, a Portfolio will not routinely enter into foreign currency hedging
transactions with respect to security transactions; however, Bankers Trust
believes that it is important to have the flexibility to enter into foreign
currency hedging transactions when it determines that the transactions would be
in the Portfolio's best interest. Although these transactions tend to minimize
the risk of loss due to a decline in the value of the hedged currency, at the
same time they tend to limit any potential gain that might be realized should
the value of the hedged currency increase. The precise matching of the forward
contract amounts and the value of the securities involved will not generally be
possible because the future value of such securities in foreign currencies will
change as a consequence of market movements in the value of such securities
between the date the forward contract is entered into and the date it matures.
The projection of currency market movements is extremely difficult, and the
successful execution of a hedging strategy is highly uncertain.

While these contracts are not presently regulated by the CFTC, the CFTC may in
the future assert authority to regulate forward contracts. In such event each
Portfolio's ability to utilize forward contracts in the manner set forth in the
Prospectus may be restricted. Forward contracts may reduce the potential gain
from a positive change in the relationship between the U.S. dollar and foreign
currencies. Unanticipated changes in currency prices may result in poorer
overall performance for a Portfolio than if it had not entered into such
contracts. The use of foreign currency forward contracts may not eliminate
fluctuations in the underlying U.S. dollar equivalent value of the prices of or
rates of return on a Portfolio's foreign currency denominated portfolio
securities and the use of such techniques will subject a Portfolio to certain
risks.

The matching of the increase in value of a forward contract and the decline in
the U.S. dollar equivalent value of the foreign currency denominated asset that
is the subject of the hedge generally will not be precise. In addition, a
Portfolio may not always be able to enter into foreign currency forward
contracts at attractive prices and this will limit the Portfolio's ability to
use such contract to hedge or cross-hedge its assets. Also, with regard to a
Portfolio's use of cross-hedges, there can be no assurance that historical
correlations between the movement of certain foreign currencies relative to the
U.S. dollar will continue. Thus, at any time poor correlation may exist between
movements in the exchange rates of the foreign currencies underlying a
Portfolio's cross-hedges and the movements in the exchange rates of the foreign
currencies in which the Portfolio's assets that are the subject of such
cross-hedges are denominated.

YEAR 2000 MATTERS

Like other mutual funds, financial and business organizations and individuals
around the world, the Funds could be adversely affected if the computer systems
used by Bankers Trust and other service providers do not properly process and
calculate date-related information and data from and after January 1, 2000. This
is commonly known as the "Year 2000 Problem." Bankers Trust is taking steps that
it believes are reasonably designed to address the Year 2000 Problem with
respect to computer systems that it uses and to obtain reasonable assurances
that comparable steps are being taken by the Funds' other major service
providers. At this time, however, there can be no assurance that these steps
will be sufficient to avoid any adverse impact to the Funds nor can there be any
assurance that the Year 2000 Problem will not have an adverse effect on the
companies whose securities are held by the Funds or on global markets or
economies, generally.

RATING SERVICES

The ratings of rating services represent their opinions as to the quality of the
securities that they undertake to rate. It should be emphasized, however, that
ratings are relative and subjective and are not absolute standards of quality.
Although these ratings are an initial criterion for selection of portfolio
investments, Bankers Trust also makes its own evaluation of these securities,
subject to review by the Board of Trustees. After purchase by a Portfolio, an
obligation may cease to be rated or its rating may be reduced below the minimum
required for purchase by the Portfolio. Neither event would require a Fund to
eliminate the obligation from its portfolio, but Bankers Trust will consider
such an event in its determination of whether a Fund should continue to hold the
obligation. A description of the ratings used herein and in the Funds'
Prospectus is set forth in the Appendix to this SAI.

INVESTMENT RESTRICTIONS

The following investment restrictions are "fundamental policies" of each Fund
and each Portfolio and may not be changed with respect to the Fund or the
Portfolio without the approval of a "majority of the outstanding voting
securities" of the Fund or the Portfolio, as the case may be. "Majority of the
outstanding voting securities" under the Investment Company Act of 1940, as
amended (the "1940 Act"), and as used in this SAI and the Prospectus, means,
with respect to the Fund (or the Portfolio), the lesser of (i) 67% or more of
the outstanding voting securities of the Fund (or of the total beneficial
interests of the Portfolio) present at a meeting, if the holders of more than
50% of the outstanding voting securities of the Fund (or of the total beneficial
interests of the Portfolio) are present or represented by proxy or (ii) more
than 50% of the outstanding voting securities of the Fund (or of the total
beneficial interests of the Portfolio). Whenever the Trust is requested to vote
on a fundamental policy of a Portfolio, the Trust will hold a meeting of the
corresponding Fund's shareholders and will cast its vote as instructed by that
Fund's shareholders.

As a matter of fundamental policy, each Portfolio (or Fund) may not (except that
no investment restriction of a Fund shall prevent a Fund from investing all of
its Assets in an open-end investment company with substantially the same
investment objective):

(1) borrow money or mortgage or hypothecate assets of the Portfolio (Fund),
except that in an amount not to exceed 1/3 of the current value of the
Portfolio's (Fund's) assets, it may borrow money as a temporary measure for
extraordinary or emergency purposes and enter into reverse repurchase
agreements or dollar roll transactions, and except that it may pledge,
mortgage or hypothecate not more than 1/3 of such assets to secure such
borrowings (it is intended that money would be borrowed only from banks and
only either to accommodate requests for the withdrawal of beneficial
interests (redemption of shares) while effecting an orderly liquidation of
portfolio securities or to maintain liquidity in the event of an
unanticipated failure to complete a portfolio security transaction or other
similar situations) or reverse repurchase agreements, provided that
collateral arrangements with respect to options and futures, including
deposits of initial deposit and variation margin, are not considered a
pledge of assets for purposes of this restriction and except that assets may
be pledged to secure letters of credit solely for the purpose of
participating in a captive insurance company sponsored by the Investment
Company Institute; for additional related restrictions, see clause (i) under
the caption "Additional Restrictions" below (as an operating policy, the
Portfolios may not engage in dollar roll transactions);

(2) underwrite securities issued by other persons except insofar as the
Portfolios (Trust or the Funds) may technically be deemed an underwriter
under the 1933 Act in selling a portfolio security;

(3) make loans to other persons except: (a) through the lending of the
Portfolio's (Fund's) portfolio securities and provided that any such loans
not exceed 30% of the Portfolio's (Fund's) total assets (taken at market
value); (b) through the use of repurchase agreements or the purchase of
short-term obligations; or (c) by purchasing a portion of an issue of debt
securities of types distributed publicly or privately;

(4) purchase or sell real estate (including limited partnership interests but
excluding securities secured by real estate or interests therein), interests
in oil, gas or mineral leases, commodities or commodity contracts (except
futures and option contracts) in the ordinary course of business (except
that the Portfolio (Trust) may hold and sell, for the Portfolio's (Fund's)
portfolio, real estate acquired as a result of the Portfolio's (Fund's)
ownership of securities);

(5) concentrate its investments in any particular industry (excluding U.S.
government securities), but if it is deemed appropriate for the achievement
of a Portfolio's (Fund's) investment objective(s), up to 25% of its total
assets may be invested in any one industry; and

(6) issue any senior security (as that term is defined in the 1940 Act) if such
issuance is specifically prohibited by the 1940 Act or the rules and
regulations promulgated thereunder, provided that collateral arrangements
with respect to options and futures, including deposits of initial deposit
and variation margin, are not considered to be the issuance of a senior
security for purposes of this restriction.

ADDITIONAL RESTRICTIONS. In order to comply with certain statutes and policies
each Portfolio (or the Trust, on behalf of each Fund) will not as a matter of
operating policy (except that no operating policy shall prevent a Fund from
investing all of its Assets in an open-end investment company with substantially
the same investment objectives):

(i) borrow money (including through reverse repurchase or dollar roll
transactions) for any purpose in excess of 5% of the Portfolio's (Fund's)
total assets (taken at cost), except that the Portfolio (Fund) may borrow
for temporary or emergency purposes up to 1/3 of its total assets;

(ii) pledge, mortgage or hypothecate for any purpose in excess of 10% of the
Portfolio's (Fund's) total assets (taken at market value), provided that
collateral arrangements with respect to options and futures, including
deposits of initial deposit and variation margin, and reverse repurchase
agreements are not considered a pledge of assets for purposes of this
restriction;

(iii) purchase any security or evidence of interest therein on margin, except
that such short-term credit as may be necessary for the clearance of
purchases and sales of securities may be obtained and except that deposits
of initial deposit and variation margin may be made in connection with the
purchase, ownership, holding or sale of futures;

(iv) sell securities it does not own such that the dollar amount of such short
sales at any one time exceeds 25% of the net equity of the Portfolio
(Fund), and the value of securities of any one issuer in which the
Portfolio (Fund) is short exceeds the lesser of 2.0% of the value of the
Portfolio's (Fund's) net assets or 2.0% of the securities of any class of
any U.S. issuer and, provided that short sales may be made only in those
securities which are fully listed on a national securities exchange or a
foreign exchange (This provision does not include the sale of securities
of the Portfolio (Fund) contemporaneously owns or has the right to obtain
securities equivalent in kind and amount to those sold, i.e., short sales
against the box.) (The Portfolios (Funds) have no current intention to
engage in short selling.);

(v) invest for the purpose of exercising control or management;

(vi) purchase securities issued by any investment company except by purchase in
the open market where no commission or profit to a sponsor or dealer
results from such purchase other than the customary broker's commission, or
except when such purchase, though not made in the open market, is part of a
plan of merger or consolidation; provided, however, that securities of any
investment company will not be purchased for the Portfolio (Fund) if such
purchase at the time thereof would cause: (a) more than 10% of the
Portfolio's (Fund's) total assets (taken at the greater of cost or market
value) to be invested in the securities of such issuers; (b) more than 5%
of the Portfolio's (Fund's) total assets (taken at the greater of cost or
market value) to be invested in any one investment company; or (c) more
than 3% of the outstanding voting securities of any such issuer to be held
for the Portfolio (Fund) unless permitted to exceed these limitations by an
exemptive order of the SEC; provided further that, except in the case of a
merger or consolidation, the Portfolio (Fund) shall not purchase any
securities of any open-end investment company unless the Portfolio (Fund)
(1) waives the investment advisory fee with respect to assets invested in
other open-end investment companies and (2) incurs no sales charge in
connection with the investment;

(vii) invest more than 10% of the Portfolio's (Fund's) total assets (taken at
the greater of cost or market value) in securities that are restricted as
to resale under the 1933 Act (other than Rule 144A securities deemed
liquid by the Portfolio's (Fund's) Board of Trustees);

(viii)invest more than 15% of the Portfolio's (Fund's) net assets (taken at the
greater of cost or market value) in securities that are illiquid or not
readily marketable excluding (a) Rule 144A securities that have been
determined to be liquid by the Board of Trustees; and (b) commercial paper
that is sold under section 4(2) of the 1933 Act which: (i) is not traded
flat or in default as to interest or principal; and (ii) is rated in one
of the two highest categories by at least two nationally recognized
statistical rating organizations and the Portfolio's (Fund's) Board of
Trustees have determined the commercial paper to be liquid; or (iii) is
rated in one of the two highest categories by one nationally recognized
statistical rating agency and the Portfolio's (Fund's) Board of Trustees
has determined that the commercial paper is of equivalent quality and is
liquid;

(ix) with respect to 75% of the Portfolio's (Fund's) total assets, purchase
securities of any issuer if such purchase at the time thereof would cause
the Portfolio (Fund) to hold more than 10% of any class of securities of
such issuer, for which purposes all indebtedness of an issuer shall be
deemed a single class and all preferred stock of an issuer shall be deemed
a single class, except that futures or option contracts shall not be
subject to this restriction;

(x) if the Portfolio (Fund) is a "diversified" fund with respect to 75%
of its assets, invest more than 5% of its total assets in the
securities (excluding U.S. government securities) of any one issuer;

(xi) invest in securities issued by an issuer any of whose officers, directors,
trustees or security holders is an officer or Trustee of the Portfolio
(Trust), or is an officer or partner of the Adviser, if after the purchase
of the securities of such issuer for the Portfolio (Fund) one or more of
such persons owns beneficially more than 1/2 of 1% of the shares or
securities, or both, all taken at market value, of such issuer, and such
persons owning more than 1/2 of 1% of such shares or securities together
own beneficially more than 5% of such shares or securities, or both, all
taken at market value;

(xii) invest in warrants (other than warrants acquired by the Portfolio (Fund)
as part of a unit or attached to securities at the time of purchase) if,
as a result, the investments (valued at the lower of cost or market) would
exceed 5% of the value of the Portfolio's (Fund's) net assets or if, as a
result, more than 2% of the Portfolio's (Fund's) net assets would be
invested in warrants not listed on a recognized United States or foreign
stock exchange, to the extent permitted by applicable state securities
laws;

(xiii)write puts and calls on securities unless each of the following
conditions are met: (a) the security underlying the put or call is within
the investment policies of the Portfolio (Fund) and the option is issued
by the Options Clearing Corporation, except for put and call options
issued by non-U.S. entities or listed on non-U.S. securities or
commodities exchanges; (b) the aggregate value of the obligations
underlying the puts determined as of the date the options are sold shall
not exceed 50% of the Portfolio's (Fund's) net assets; (c) the securities
subject to the exercise of the call written by the Portfolio (Fund) must
be owned by the Portfolio (Fund) at the time the call is sold and must
continue to be owned by the Portfolio (Fund) until the call has been
exercised, has lapsed, or the Portfolio (Fund) has purchased a closing
call, and such purchase has been confirmed, thereby extinguishing the
Portfolio's (Fund's) obligation to deliver securities pursuant to the call
it has sold; and (d) at the time a put is written, the Portfolio (Fund)
establishes a segregated account with its custodian consisting of cash or
short-term U.S. government securities equal in value to the amount the
Portfolio (Fund) will be obligated to pay upon exercise of the put (this
account must be maintained until the put is exercised, has expired, or the
Portfolio (Fund) has purchased a closing put, which is a put of the same
series as the one previously written); and

(xiv) buy and sell puts and calls on securities, stock index futures or options
on stock index futures, or financial futures or options on financial
futures unless such options are written by other persons and: (a) the
options or futures are offered through the facilities of a national
securities association or are listed on a national securities or
commodities exchange, except for put and call options issued by non-U.S.
entities or listed on non-U.S. securities or commodities exchanges; (b)
the aggregate premiums paid on all such options which are held at any time
do not exceed 20% of the Portfolio's (Fund's) total net assets; and (c)
the aggregate margin deposits required on all such futures or options
thereon held at any time do not exceed 5% of the Portfolio's (Fund's)
total assets.

There will be no violation of any investment restriction if that restriction is
complied with at the time the relevant action is taken notwithstanding a later
change in market value of an investment, in net or total assets, in the
securities rating of the investment, or any other later change.

Each Fund will comply with the state securities laws and regulations of all
states in which it is registered. Each Portfolio will comply with the permitted
investments and investment limitations in the securities laws and regulations of
all states in which the corresponding Fund, or any other registered investment
company investing in the Portfolio, is registered.

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

The Adviser is responsible for decisions to buy and sell securities, futures
contracts and options on such securities and futures for each Portfolio, the
selection of brokers, dealers and futures commission merchants to effect
transactions and the negotiation of brokerage commissions, if any.
Broker-dealers may receive brokerage commissions on portfolio transactions,
including options, futures and options on futures transactions and the purchase
and sale of underlying securities upon the exercise of options. Orders may be
directed to any broker-dealer or futures commission merchant, including to the
extent and in the manner permitted by applicable law, Bankers Trust or its
subsidiaries or affiliates. Purchases and sales of certain portfolio securities
on behalf of a Portfolio are frequently placed by the Adviser with the issuer or
a primary or secondary market-maker for these securities on a net basis, without
any brokerage commission being paid by the Portfolio. Trading does, however,
involve transaction costs. Transactions with dealers serving as market-makers
reflect the spread between the bid and asked prices. Transaction costs may also
include fees paid to third parties for information as to potential purchasers or
sellers of securities. Purchases of underwritten issues may be made which will
include an underwriting fee paid to the underwriter.

The Adviser seeks to evaluate the overall reasonableness of the brokerage
commissions paid (to the extent applicable) in placing orders for the purchase
and sale of securities for a Portfolio taking into account such factors as
price, commission (negotiable in the case of national securities exchange
transactions), if any, size of order, difficulty of execution and skill required
of the executing broker-dealer through familiarity with commissions charged on
comparable transactions, as well as by comparing commissions paid by the
Portfolio to reported commissions paid by others. The Adviser reviews on a
routine basis commission rates, execution and settlement services performed,
making internal and external comparisons.

The Adviser is authorized, consistent with Section 28(e) of the Securities
Exchange Act of 1934, as amended, when placing portfolio transactions for a
Portfolio with a broker to pay a brokerage commission (to the extent applicable)
in excess of that which another broker might have charged for effecting the same
transaction on account of the receipt of research, market or statistical
information. The term "research, market or statistical information" includes
advice as to the value of securities; the advisability of investing in,
purchasing or selling securities; the availability of securities or purchasers
or sellers of securities; and furnishing analyses and reports concerning
issuers, industries, securities, economic factors and trends, portfolio strategy
and the performance of accounts.

Consistent with the policy stated above, the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. and such other policies as the
Trustees of the Portfolio may determine, the Adviser may consider sales of
shares of the Trust and of other investment company clients of Bankers Trust as
a factor in the selection of broker-dealers to execute portfolio transactions.
Bankers Trust will make such allocations if commissions are comparable to those
charged by nonaffiliated, qualified broker-dealers for similar services.

Higher commissions may be paid to firms that provide research services to the
extent permitted by law. Bankers Trust may use this research information in
managing the Portfolio's assets, as well as the assets of other clients.

Except for implementing the policies stated above, there is no intention to
place portfolio transactions with particular brokers or dealers or groups
thereof. In effecting transactions in over-the-counter securities, orders are
placed with the principal market-makers for the security being traded unless,
after exercising care, it appears that more favorable results are available
otherwise.

Although certain research, market and statistical information from brokers and
dealers can be useful to a Portfolio and to the Adviser, it is the opinion of
the management of the Portfolios that such information is only supplementary to
the Adviser's own research effort, since the information must still be analyzed,
weighed and reviewed by the Adviser's staff. Such information may be useful to
the Adviser in providing services to clients other than the Portfolios, and not
all such information is used by the Adviser in connection with the Portfolios.
Conversely, such information provided to the Adviser by brokers and dealers
through whom other clients of the Adviser effect securities transactions may be
useful to the Adviser in providing services to the Portfolios.

In certain instances there may be securities which are suitable for a Portfolio
as well as for one or more of the Adviser's other clients. Investment decisions
for a Portfolio and for the Adviser's other clients are made with a view to
achieving their respective investment objectives. It may develop that a
particular security is bought or sold for only one client even though it might
be held by, or bought or sold for, other clients. Likewise, a particular
security may be bought for one or more clients when one or more clients are
selling that same security. Some simultaneous transactions are inevitable when
several clients receive investment advice from the same investment adviser,
particularly when the same security is suitable for the investment objectives of
more than one client. When two or more clients are simultaneously engaged in the
purchase or sale of the same security, the securities are allocated among
clients in a manner believed to be equitable to each. It is recognized that in
some cases this system could have a detrimental effect on the price or volume of
the security as far as a Portfolio is concerned. However, it is believed that
the ability of a Portfolio to participate in volume transactions will produce
better executions for the Portfolio.

For the fiscal years ended March 31, 1998, 1997, and 1996, the Asset Management
Portfolio paid brokerage commissions in the amount of $205,989, $193,354, and
$132,955, respectively.

For the fiscal years ended March 31 1997, 1996, and 1995, the Asset Management
Portfolio II paid brokerage commissions in the amount of $28,818, $23,627, and
$19,304, respectively.

For the fiscal years ended March 31, 1997, 1996, and 1995, the Asset Management
Portfolio III paid brokerage commissions in the amount of $6,485, $7,279, and
$8,251, respectively.

PERFORMANCE INFORMATION

STANDARD PERFORMANCE INFORMATION

From time to time, quotations of a Fund's performance may be included in
advertisements, sales literature or shareholder reports. These performance
figures are calculated in the following manner:

YIELD: Yields for a Fund used in advertising are computed by dividing the Fund's
interest and dividend income for a given 30-day or one-month period, net of
expenses, by the average number of shares entitled to receive distributions
during the period, dividing this figure by the Fund's net asset value per share
at the end of the period, and annualizing the result (assuming compounding of
income) in order to arrive at an annual percentage rate. Income is calculated
for purpose of yield quotations in accordance with standardized methods
applicable to all stock and bond mutual funds. Dividends from equity investments
are treated as if they were accrued on a daily basis, solely for the purpose of
yield calculations. In general, interest income is reduced with respect to bonds
trading at a premium over their par value by subtracting a portion of the
premium from income on a daily basis, and is increased with respect to bonds
trading at a discount by adding a portion of the discount to daily income.
Capital gains and losses generally are excluded from the calculation.

Income calculated for the purposes of calculating a Fund's yield differs from
income as determined for other accounting purposes. Because of the different
accounting methods used, and because of the compounding assumed in yield
calculations, the yield quoted for a Fund may differ from the rate of
distributions of the Fund paid over the same period or the rate of income
reported in the Fund's financial statements.

The Funds' 30-day SEC yields for the period ended March 31, 1998, were as
follows:

BT Investment Lifecycle Short Range Fund--3.78%

BT Investment Lifecycle Mid Range Fund--3.03%

BT Investment Lifecycle Long Range Fund--2.57%

TOTAL RETURN: A Fund's average annual total return is calculated for certain
periods by determining the average annual compounded rates of return over those
periods that would cause an investment of $1,000 (made at the maximum public
offering price with all distributions reinvested) to reach the value of that
investment at the end of the periods. A Fund may also calculate total return
figures which represent aggregate performance over a period or year-by-year
performance.

Average Annual Average Annual
Total Return for Total Return for
the One Year the period from
period ended Commencement of Operations
March 31, 1998 to March 31, 1998

BT Investment Lifecycle Short Range Fund1 18.68% 8.11%

BT Investment Lifecycle Mid Range Fund2 26.33% 11.27%

BT Investment Lifecycle Long Range Fund3 33.69% 15.48%

1 Fund commenced operations October 15, 1993

2Fund commenced operations October 14, 1993

3Fund commenced operations November 16, 1993

PERFORMANCE RESULTS: Any total return quotation provided for a Fund should not
be considered as representative of the performance of the Fund in the future
since the net asset value and public offering price of shares of the Fund will
vary based not only on the type, quality and maturities of the securities held
in the corresponding Portfolio, but also on changes in the current value of such
securities and on changes in the expenses of the Fund and the corresponding
Portfolio. These factors and possible differences in the methods used to
calculate total return should be considered when comparing the total return of a
Fund to total returns published for other investment companies or other
investment vehicles. Total return reflects the performance of both principal and
income.

COMPARISON OF FUND PERFORMANCE

Comparison of the quoted nonstandardized performance of various investments is
valid only if performance is calculated in the same manner. Since there are
different methods of calculating performance, investors should consider the
effect of the methods used to calculate performance when comparing performance
of a Fund with performance quoted with respect to other investment companies or
types of investments.

In connection with communicating its performance to current or prospective
shareholders, a Fund also may compare these figures to the performance of other
mutual funds tracked by mutual fund rating services or to unmanaged indices
which may assume reinvestment of dividends but generally do not reflect
deductions for administrative and management costs. Evaluations of a Fund's
performance made by independent sources may also be used in advertisements
concerning the Fund. Sources for a Fund's performance information could include
the following:

Asian Wall Street Journal, a weekly Asian newspaper that often reviews U.S.
mutual funds investing internationally.

Barron's, a Dow Jones and Company, Inc. business and financial weekly that
periodically reviews mutual fund performance data.

Business Week, a national business weekly that periodically reports the
performance rankings and ratings of a variety of mutual funds investing abroad.

Changing Times, The Kiplinger Magazine, a monthly investment advisory
publication that periodically features the performance of a variety of
securities.

Consumer Digest, a monthly business/financial magazine that includes a "Money
Watch" section featuring financial news.

Financial Times, Europe's business newspaper, which features from time to time
articles on international or country-specific funds.

Financial World, a general business/financial magazine that includes a "Market
Watch" department reporting on activities in the mutual fund industry.

Forbes, a national business publication that from time to time reports the
performance of specific investment companies in the mutual fund industry.

Fortune, a national business publication that periodically rates the performance
of a variety of mutual funds.

Global Investor, a European publication that periodically reviews the
performance of U.S. mutual funds investing internationally.

Investor's Business Daily, a daily newspaper that features financial, economic
and business news.

Lipper Analytical Services, Inc.'s Mutual Fund Performance Analysis, a weekly
publication of industry-wide mutual fund averages by type of fund.

Money, a monthly magazine that from time to time features both specific funds
and the mutual fund industry as a whole.

Morningstar Inc., a publisher of financial information and mutual fund research.

New York Times, a nationally distributed newspaper which regularly covers
financial news.

<PAGE>

Personal Investing News, a monthly news publication that often reports on
investment opportunities and market conditions.

Personal Investor, a monthly investment advisory publication that includes a
"Mutual Funds Outlook" section reporting on mutual fund performance measures,
yields, indices and portfolio holdings.

Success, a monthly magazine targeted to the world of entrepreneurs and growing
business, often featuring mutual fund performance data.

U.S. News and World Report, a national business weekly that periodically
reports mutual fund performance data.

Value Line, a biweekly publication that reports on the largest 15,000 mutual
funds.

Wall Street Journal, a Dow Jones and Company, Inc. newspaper which
regularly covers financial news.

Weisenberger Investment Companies Services, an annual compendium of information
about mutual funds and other investment companies, including comparative data on
funds' backgrounds, management policies, salient features, management results,
income and dividend records, and price ranges.

Working Women, a monthly publication that features a "Financial Workshop"
section reporting on the mutual fund/financial industry.

ECONOMIC AND MARKET INFORMATION

Advertising and sales literature for the Funds may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take form of commentary on these
developments by Fund portfolio managers and their views and analysis on how such
developments could affect the Funds. In addition, advertising and sales
literature may quote statistics and give general information about the mutual
fund industry, including the growth of the industry, from sources such as the
Investment Company Institute ("ICI"). For example, according to the ICI,
thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $4.4 trillion to the more than 6,700 funds available.

VALUATION OF SECURITIES; REDEMPTIONS AND PURCHASES IN KIND

Equity and debt securities (other than short-term debt obligations maturing in
60 days or less), including listed securities and securities for which price
quotations are available, will normally be valued on the basis of market
valuations furnished by a pricing service. Short-term debt obligations and money
market securities maturing in 60 days or less are valued at amortized cost,
which approximates market.

Securities for which market quotations are not available are valued by Bankers
Trust pursuant to procedures adopted by each Portfolio's Board of Trustees. It
is generally agreed that securities for which market quotations are not readily
available should not be valued at the same value as that carried by an
equivalent security which is readily marketable.

The problems inherent in making a good faith determination of value are
recognized in the codification effected by SEC Financial Reporting Release No. 1
("FRR 1" (formerly Accounting Series Release No. 113)) which concludes that
there is "no automatic formula" for calculating the value of restricted
securities. It recommends that the best method simply is to consider all
relevant factors before making any calculation.
According to FRR 1 such factors would include consideration of the:

type of security involved, financial statements, cost at date of purchase,
size of holding, discount from market value of unrestricted securities of
the same class at the time of purchase, special reports prepared by
analysts, information as to any transactions or offers with respect to the
security, existence of merger proposals or tender offers affecting the
security, price and extent of public trading in similar securities of the
issuer or comparable companies, and other relevant matters.

To the extent that a Portfolio purchases securities which are restricted as to
resale or for which current market quotations are not available, the Adviser of
the Portfolio will value such securities based upon all relevant factors as
outlined in FRR 1.

The Trust, on behalf of each Fund, and each Portfolio reserve the right, if
conditions exist which make cash payments undesirable, to honor any request for
redemption or repurchase order by making payment in whole or in part in readily
marketable securities chosen by the Trust, or the Portfolio, as the case may be,
and valued as they are for purposes of computing the Fund's or the Portfolio's
net asset value, as the case may be (a redemption in kind). If payment is made
to a Fund shareholder in securities, an investor, including the Fund, the
shareholder may incur transaction expenses in converting these securities into
cash. The Trust, on behalf of each Fund, and each Portfolio have elected,
however, to be governed by Rule 18f-1 under the 1940 Act as a result of which
each Fund and each Portfolio are obligated to redeem shares or beneficial
interests, as the case may be, with respect to any one investor during any
90-day period, solely in cash up to the lesser of $250,000 or 1% of the net
asset value of the Fund or the Portfolio, as the case may be, at the beginning
of the period.

Each Portfolio has agreed to make a redemption in kind to the corresponding Fund
whenever the Fund wishes to make a redemption in kind and therefore shareholders
of the Fund that receive redemptions in kind will receive portfolio securities
of the corresponding Portfolio and in no case will they receive a security
issued by the Portfolio. The Portfolio has advised the Trust that the Portfolio
will not redeem in kind except in circumstances in which the Fund is permitted
to redeem in kind or unless requested by the Fund.

Each investor in a Portfolio, including the corresponding Fund, may add to or
reduce its investment in the Portfolio on each day the Portfolio determines its
net asset value. At the close of each such business day, the value of each
investor's beneficial interest in the Portfolio will be 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 as of the close of business on that day will then be effected. The
investor's percentage of the aggregate beneficial interests in the Portfolio
will then be 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 the close of business on such day plus or minus, as the case may be, the
amount of net additions to or withdrawals from the investor's investment in the
Portfolio effected as of the close of business on such day, and (ii) the
denominator of which is the aggregate net asset value of the Portfolio as of the
close of business on such day plus or minus, as the case may be, the amount of
net additions to or withdrawals from the aggregate investments in the Portfolio
by all investors in the Portfolio. The percentage so determined will then be
applied to determine the value of the investor's interest in the Portfolio as
the close of business on the following business day.

Each Fund may, at its own option, accept securities in payment for shares. The
securities delivered in payment for shares are valued by the method described
under "Net Asset Value" as of the day the Fund receives the securities. This is
a taxable transaction to the shareholder. Securities may be accepted in payment
for shares only if they are, in the judgment of Bankers Trust, appropriate
investments for the Fund's corresponding Portfolio. In addition, securities
accepted in payment for shares must: (i) meet the investment objective and
policies of the acquiring Fund's corresponding Portfolio; (ii) be acquired by
the applicable Fund for investment and not for resale (other than for resale to
the Fund's corresponding Portfolio); (iii) be liquid securities which are not
restricted as to transfer either by law or liquidity of market; and (iv) if
stock, have a value which is readily ascertainable as evidenced by a listing on
a stock exchange, over-the-counter market or by readily available market
quotations from a dealer in such securities. Each Fund reserves the right to
accept or reject at its own option any and all securities offered in payment for
its shares.

TRADING IN FOREIGN SECURITIES

Trading in foreign markets may be completed at times which vary from the closing
of the New York Stock Exchange ("NYSE"). In computing the net asset value, the
Funds value foreign securities at the latest closing price on the exchange on
which they are traded immediately prior to the closing of the NYSE. similarly,
foreign securities quoted in foreign currencies are translated into U.S. dollars
at the foreign exchange rates.

Occasionally, events that affect values an exchange rates may occur between the
times at which they are determined and the closing of the NYSE. If such events
materially affect the value of the portfolio securities, these securities may be
valued at their fair value as determined in good faith by the Trustees, although
the actual calculation may be done by others.

MANAGEMENT OF THE TRUST AND PORTFOLIOS

The Trustees and officers of the Trust and Portfolios, their birthdates, and
their principal occupations during the past five years are set forth below.
Their titles may have varied during that period. Unless otherwise indicated, the
address of each officer is 5800 Corporate Drive, Pittsburgh, Pennsylvania,
15237-5829.

TRUSTEES OF THE TRUST

S. LELAND DILL (birthdate: March 28, 1930) -- Trustee; Retired; Director, Coutts
Group, Coutts (U.S.A.) International; Coutts Trust Holdings Ltd; Director, Zweig
Series Trust; formerly Partner of KPMG Peat Marwick; Director, Vinters
International Company Inc.; General Partner of Pemco (an investment company
registered under the 1940 Act). His address is 5070 North Ocean Drive, Singer
Island, Florida 33404.

KELVIN J. LANCASTER (birthdate: December 10, 1924)-- Trustee; Professor,
Department of Economics, Columbia University. His address is 35 Claremont
Avenue, New York, New York 10027.

PHILIP SAUNDERS, JR. (birthdate: October 11, 1935) -- Trustee; Principal, Philip
Saunders Associates (Consulting); former Director of Financial Industry
Consulting, Wolf & Company; President, John Hancock Home Mortgage Corporation;
and Senior Vice President of Treasury and Financial Services, John Hancock
Mutual Life Insurance Company, Inc. His address is 445 Glen Road, Weston,
Massachusetts 02193.

TRUSTEES OF THE PORTFOLIOS

CHARLES P. BIGGAR (birthdate: October 13, 1930) -- Trustee; Retired;
formerly Vice President of International Business Machines and President of the
National Services and the Field Engineering Divisions of IBM. His address is 12
Hitching Post Lane, Chappaqua, New York 10514.

S. LELAND DILL (birthdate: March 28, 1930) -- Trustee; Retired; Director, Coutts
Group; and Coutts (U.S.A.) International; Coutts Trust Holdings Ltd; Director,
Zweig Series Trust; formerly Partner of KPMG Peat Marwick; Director, Vinters
International Company Inc.; General Partner of Pemco (an investment company
registered under the 1940 Act). His address is 5070 North Ocean Drive, Singer
Island, Florida 33404.

OFFICERS OF THE TRUST AND THE PORTFOLIOS

Unless otherwise specified, each officer listed below holds the same position
with the Trust and each Portfolio.

RONALD M. PETNUCH (birthdate: February 27, 1960) -- President and
Treasurer; Senior Vice President, Federated Services Company ("FSC"); formerly,
Director of Proprietary Client Services, Federated Administrative Services
("FAS"), and Associate Corporate Counsel, Federated Investors, Inc. ("FI").

CHARLES L. DAVIS, JR. (birthdate: March 23, 1960) -- Vice President and
Assistant Treasurer; Vice President, FAS.

JAY S. NEUMAN (birthdate: April 22, 1950) -- Secretary; Corporate Counsel, FI.

Messrs. Petnuch, Davis, and Neuman also hold similar positions for other
investment companies for which Edgewood, or an affiliate serves as the principal
underwriter.

No person who is an officer or director of Bankers Trust is an officer or
Trustee of the Trust or the Portfolios. No director, officer or employee of
Edgewood or any of its affiliates will receive any compensation from the Trust
or any Portfolio for serving as an officer or Trustee of the Trust or the
Portfolios.

TRUSTEE COMPENSATION TABLE

AGGREGATE AGGREGATE TOTAL COMPENSATION

NAME OF PERSON, COMPENSATION COMPENSATION FROM FUND COMPLEX

POSITION FROM TRUST* FROM PORTFOLIOS* PAID TO TRUSTEES**

Kelvin Lancaster,

Trustee of Trust $16,000 N/A $29,400

Philip Saunders, Jr.,

Trustee of Trust and

Portfolios $13,300 $2,200 $29,400

Charles Biggar,

Trustee of Portfolios N/A $2,200 $30,600

S. Leland Dill,

Trustee of Trust

and Portfolios $13,300 $2,200 $29,400

* Information is furnished for the fiscal year ended March 31, 1998.

** Aggregated information is furnished for the BT Family of Funds which consists
of the following: BT Investment Funds, BT Institutional Funds, BT Pyramid
Funds, BT Advisor Funds, BT Investment Portfolios, Cash Management Portfolio,
Treasury Money Portfolio, Tax Free Money Portfolio, NY Tax Free Money
Portfolio, International Equity Portfolio, Short Intermediate US Government
Securities Portfolio, Intermediate Tax Free Portfolio, Asset Management
Portfolio, Equity 500 Index Portfolio, and Capital Appreciation Portfolio.
Information is provided for the last calendar year

As of June 1, 1998, the Trustees and officers of the Trust and the
Portfolios owned in the aggregate less than 1% of the shares of any Fund or of
the Trust (all series taken together).

<PAGE>

As of June 4, 1998, the following shareholders of record owned 5% or more of the
BT Investment Lifecycle Long Range Fund: Partnershare Plan of Bankers Trust
Company, Jersey City, New Jersey owned approximately 2,050,982 shares (20.10%);
Bankers Trust as custodian for Westinghouse Savannah River Inc. Savings and
Loan, Jersey City, New Jersey, owned approximately 1,775,093 shares (17.40%);
Bankers Trust Company as custodian for Westinghouse Personal Investment 401(k),
Jersey City, New Jersey, owned approximately 1,566,575 shares (15.39%); Bankers
Trust Company as trustee for Millennium Chemicals 401(k), Jersey City, New
Jersey, owned approximately 969,441 shares (9.50%); and Bankers Trust Company as
trustee for Hanson Industries Plan 401(k), Jersey City, New Jersey, owned
approximately 964,925 shares (9.46%).

As of June 4, 1998, the following shareholders of record owned 5% or more of the
BT Investment Lifecycle Mid Range Fund: BT Pension Plan c/o Bankers Trust
Company, Jersey City, New Jersey, owned approximately 1,960,369 shares (26.70%);
Bankers Trust Company as custodian for Westinghouse Personal Investment 401(k)
owned approximately 1,485,113 shares (20.23%); Bankers Trust Company as trustee
for Westinghouse Savannah River Inc. Savings and Loan, Jersey City, New Jersey,
owned approximately 576,616 shares (9.22%); Bankers Trust Company as trustee for
Millennium Chemicals 401(k), Jersey City, New Jersey, owned approximately
575,913 shares (7.85%); Bankers Trust Company as trustee for Hanson industries
Plan 401(k), Jersey City, New Jersey, owned approximately 512,965 shares
(6.99%); Partnershare plan of Bankers Trust Company, Jersey City, New Jersey,
owned approximately 413,980 shares (5.64%); and Bankers Trust Company as trustee
for Suburban Propane Retirement Savings, Jersey City, New Jersey, owned
approximately 410,728 shares (5.60%).

As of June 4, 1998, the following shareholders of record owned 5% or more of the
BT Investment Lifecycle Short Range Fund: BT Pension Plan c/o Bankers Trust
Company, Jersey City, New Jersey, owned approximately 1,962,805 shares (40.60%);
Bankers Trust Company as custodian for Westinghouse Personal Investment 401(k),
Jersey City, New Jersey, owned approximately 884,488 shares (18.30%); Bankers
Trust Company as trustee for Westinghouse Savannah River Inc. Savings and Loan,
Jersey City, New Jersey, owned approximately 371,959 shares (7.70%); and
Partnershare Plan of Bankers Trust Company, Jersey City, New Jersey, owned
approximately 324,996 shares (6.72%).

INVESTMENT ADVISER

Under the terms of each Portfolio's investment advisory agreement with Bankers
Trust (the "Advisory Agreement"), Bankers Trust manages the Portfolio subject to
the supervision and direction of the Board of Trustees of the Portfolio. Bankers
Trust will: (i) act in strict conformity with each Portfolio's Declaration of
Trust, the 1940 Act and the Investment Advisers Act of 1940, as the same may
from time to time be amended; (ii) manage each Portfolio in accordance with the
Portfolio's investment objectives, restrictions and policies; (iii) make
investment decisions for each Portfolio; and (iv) place purchase and sale orders
for securities and other financial instruments on behalf of each Portfolio.

Bankers Trust bears all expenses in connection with the performance of services
under each Advisory Agreement. The Trust and each Portfolio bears certain other
expenses incurred in its operation, including: taxes, interest, brokerage fees
and commissions, if any; fees of Trustees of the Trust or the Portfolio who are
not officers, directors or employees of Bankers Trust, Edgewood or any of their
affiliates; SEC fees and state Blue Sky qualification fees; charges of
custodians and transfer and dividend disbursing agents; certain insurance
premiums; outside auditing and legal expenses; costs of maintenance of corporate
existence; costs attributable to investor services, including, without
limitation, telephone and personnel expenses; costs of preparing and printing
prospectuses and statements of additional information for regulatory purposes
and for distribution to existing shareholders; costs of shareholders' reports
and meetings of shareholders, officers and Trustees of the Trust or the
Portfolio; and any extraordinary expenses.

<PAGE>

For the fiscal years ended March 31, 1998, 1997, and 1996, Bankers Trust earned
$3,056,313,.$1,882,677, and $1,092,488, respectively, for compensation of
investment advisory services provided to Asset Management Portfolio. For the
same periods, Bankers Trust reimbursed $731,870, $462,108, and $279,200,
respectively to the Portfolio to cover expenses.

For the fiscal years ended March 31, 1998, 1997, and 1996, Bankers Trust earned
$515,908, $371,709, and $250,954, respectively, for compensation of investment
advisory services provided to Asset Management Portfolio II. For the same
periods, Bankers Trust reimbursed $140,978, $111,591, and $75,578, respectively
to the Portfolio to cover expenses.

For the fiscal years ended March 31, 1998, 1997, and 1996, Bankers Trust earned
$255,498, $201,330, and $166,563, respectively, for compensation of investment
advisory services provided to Asset Management Portfolio III. For the same
periods, Bankers Trust reimbursed $83,225, $69,831, and $55,645, respectively to
the Portfolio to cover expenses.

Bankers Trust may have deposit, loan and other commercial banking relationships
with the issuers of obligations which may be purchased on behalf of the
Portfolios, including outstanding loans to such issuers which could be repaid in
whole or in part with the proceeds of securities so purchased. Such affiliates
deal, trade and invest for their own accounts in such obligations and are among
the leading dealers of various types of such obligations. Bankers Trust has
informed the Portfolios that, in making its investment decisions, it does not
obtain or use material inside information in its possession or in the possession
of any of its affiliates. In making investment recommendations for the
Portfolios, Bankers Trust will not inquire or take into consideration whether an
issuer of securities proposed for purchase or sale by a Portfolio is a customer
of Bankers Trust, its parent or its subsidiaries or affiliates and, in dealing
with its customers, Bankers Trust, its parent, subsidiaries and affiliates will
not inquire or take into consideration whether securities of such customers are
held by any fund managed by Bankers Trust or any such affiliate.

Each Fund's prospectus contains disclosure as to the amount of Bankers Trust's
investment advisory and administration and services fees, including waivers
thereof. Bankers Trust may not recoup any of its waived investment advisory or
administration and services fees. Such waivers by Bankers Trust shall stay in
effect for at least 12 months.

ADMINISTRATOR

Under administration and services agreements, Bankers Trust is obligated on a
continuous basis to provide such administrative services as the Board of
Trustees of the Trust and each Portfolio reasonably deem necessary for the
proper administration of the Trust or a Portfolio. Bankers Trust will generally
assist in all aspects of the Funds' and Portfolios' operations; supply and
maintain office facilities (which may be in Bankers Trust's own offices),
statistical and research data, data processing services, clerical, accounting,
bookkeeping and recordkeeping services (including without limitation the
maintenance of such books and records as are required under the 1940 Act and the
rules thereunder, except as maintained by other agents), internal auditing,
executive and administrative services, and stationery and office supplies;
prepare reports to shareholders or investors; prepare and file tax returns;
supply financial information and supporting data for reports to and filings with
the SEC and various state Blue Sky authorities; supply supporting documentation
for meetings of the Board of Trustees; provide monitoring reports and assistance
regarding compliance with Declarations of Trust, by-laws, investment objectives
and policies and with Federal and state securities laws; arrange for appropriate
insurance coverage; calculate net asset values, net income and realized capital
gains or losses; and negotiate arrangements with, and supervise and coordinate
the activities of, agents and others to supply services.

Pursuant to a sub-administration agreement (the "Sub-Administration Agreement"),
FSC performs such sub-administration duties for the Trust and the Portfolios as
from time to time may be agreed upon by Bankers Trust and FSC. The
Sub-Administration Agreement provides that FSC will receive such compensation as
from time to time may be agreed upon by FSC and Bankers Trust. All such
compensation will be paid by Bankers Trust.

For the fiscal years ended March 31, 1998, 1997, and 1996, Bankers Trust earned
$255,093, $201,123, and $166,399, respectively, as compensation for
administrative and other services provided to the BT Investment Lifecycle Short
Range Fund. During the same periods, Bankers Trust reimbursed $142,675,
$132,588, and $108,995, respectively, to the Fund to cover expenses.

For the fiscal years ended March 31, 1998, 1997, and 1996, Bankers Trust earned
$515,229, $371,327, and $250,720, respectively, as compensation for
administrative and other services provided to the BT Investment Lifecycle Mid
Range Fund. During the same periods, Bankers Trust reimbursed $243,184,
$200,884, and $144,986, respectively, to the Fund to cover expenses.

For the fiscal years ended March 31, 1998, 1997, and 1996 Bankers Trust earned
$699,739, $436,826, and $235,552, respectively, as compensation for
administrative and other services provided to the BT Investment Lifecycle Long
Range Fund. During the same periods, Bankers Trust reimbursed $314,048,
$218,456, and $155,577, respectively, to the Fund to cover expenses.

For the fiscal years ended March 31, 1998, 1997, and 1996, Bankers Trust
earned $470,202, $289,643, and $168,075, respectively, as compensation for
administrative and other services provided to Asset Management Portfolio.

For the fiscal years ended March 31, 1998, 1997, and 1996, Bankers Trust earned
$79,370, $57,186, and $38,608, respectively, as compensation for administrative
and other services provided to Asset Management Portfolio II.

For the fiscal years ended March 31, 1998, 1997, and 1996, Bankers Trust earned
$39,307, $30,974, and $25,625, respectively, as compensation for administrative
and other services provided to Asset Management Portfolio III.

CUSTODIAN AND TRANSFER AGENT

Bankers Trust, 130 Liberty Street, New York, New York 10006, serves as Custodian
for the Trust and for each Portfolio pursuant to the administration and services
agreements. As Custodian, it holds the Funds' and each Portfolio's assets.
Bankers Trust also serves as transfer agent of the Trust and of each Portfolio
pursuant to the respective administration and services agreement. Under its
transfer agency agreement with the Trust, Bankers Trust maintains the
shareholder account records for each Fund, handles certain communications
between shareholders and the Trust and causes to be distributed any dividends
and distributions payable by the Trust. Bankers Trust may be reimbursed by the
Funds or the Portfolios for its out-of-pocket expenses. Bankers Trust will
comply with the self-custodian provisions of Rule 17f-2 under the 1940 Act.

USE OF NAME

The Trust and Bankers Trust have agreed that the Trust may use "BT" as part of
its name for so long as Bankers Trust serves as investment adviser to the
Portfolios. The Trust has acknowledged that the term "BT" is used by and is a
property right of certain subsidiaries of Bankers Trust and that those
subsidiaries and/or Bankers Trust may at any time permit others to use that
term.

The Trust may be required, on 60 days' notice from Bankers Trust at any time, to
abandon use of the acronym "BT" as part of its name. If this were to occur, the
Trustees would select an appropriate new name for the Trust, but there would be
no other material effect on the Trust, its shareholders or activities.

BANKING REGULATORY MATTERS

Bankers Trust has been advised by its counsel that in its opinion Bankers Trust
may perform the services for the Portfolios contemplated by the investment
advisory agreement and other activities for the Funds and the Portfolios
described in the Prospectus and this SAI without violation of the Glass-Steagall
Act or other applicable banking laws or regulations. However, counsel has
pointed out that future changes in either Federal or state statutes and
regulations concerning the permissible activities of banks or trust companies,
as well as future judicial or administrative decisions or interpretations of
present and future statutes and regulations, might prevent Bankers Trust from
continuing to perform those services for the Trust and the Portfolios. State
laws on this issue may differ from the interpretations of relevant Federal law
and banks and financial institutions may be required to register as dealers
pursuant to state securities law. If the circumstances described above should
change, the Boards of Trustees would review the relationships with Bankers Trust
and consider taking all actions necessary in the circumstances.

COUNSEL AND INDEPENDENT ACCOUNTANTS

Willkie Farr & Gallagher, 787 7th Avenue, New York, New York 10019, serves as
Counsel to the Trust and each Portfolio. Coopers & Lybrand L.L.P., 250 West
Pratt Street, Suite 21, Baltimore, Maryland 21201 have been selected as
Independent Accountants for the Trust and each Portfolio.

ORGANIZATION OF THE TRUST

Shares of the Trust do not have cumulative voting rights, which means that
holders of more than 50% of the shares voting for the election of Trustees can
elect all Trustees. Shares are transferable but have no preemptive, conversion
or subscription rights. Shareholders generally vote by Fund, except with respect
to the election of Trustees and the ratification of the selection of independent
accountants.

Massachusetts law provides that shareholders could under certain circumstances
be held personally liable for the obligations of the Trust. However, the Trust's
Declaration of Trust disclaims shareholder liability for acts or obligations of
the Trust and requires that notice of this disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Trust or a
Trustee. The Declaration of Trust provides for indemnification from the Trust's
property for all losses and expenses of any shareholder held personally liable
for the obligations of the Trust. Thus, the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Trust itself would be unable to meet its obligations, a possibility
that the Trust believes is remote. Upon payment of any liability incurred by the
Trust, the shareholder paying the liability will be entitled to reimbursement
from the general assets of the Trust. The Trustees intend to conduct the
operations of the Trust in a manner so as to avoid, as far as possible, ultimate
liability of the shareholders for liabilities of the Trust.

The Trust was organized under the name BT Tax-Free Investment Trust and assumed
its current name of BT Investment Funds on May 16, 1988.

Whenever the Trust is requested to vote on a matter pertaining to a Portfolio,
the Trust will vote its shares without a meeting of the respective Fund
shareholders if the proposal, if made with respect to such Fund, would not
require the vote of the Fund shareholders as long as such action is permissible
under applicable statutory and regulatory requirements. The Trust will hold a
meeting of the Fund shareholders for all other matters requiring a vote, and the
Trust will cast all of its votes at the meeting of investors in a Portfolio in
the same proportion as the votes of the respective Fund shareholders. Other
investors with a greater pro rata ownership of a Portfolio could have effective
voting control of the operations of the Portfolio.

TAXATION

TAXATION OF THE FUNDS

The Trust intends to qualify annually and to elect each Fund to be treated as a
regulated investment company under the Code.

As a regulated investment company, each Fund will not be subject to U.S. Federal
income tax on its investment company taxable income and net capital gains (the
excess of net long-term capital gains over net short-term capital losses), if
any, that it distributes to shareholders. The Fund intends to distribute to its
shareholders, at least annually, substantially all of its investment company
taxable income and net capital gains and therefore does not anticipate incurring
a Federal income tax liability.

DISTRIBUTIONS

Dividends paid out of a Fund's investment company taxable income will be taxable
to a U.S. shareholder as ordinary income. Distributions of net capital gains, if
any, designated as capital gain dividends are taxable as long-term capital
gains, regardless of how long the shareholder has held the Fund's shares, and
are not eligible for the dividends-received deduction. Shareholders receiving
distributions in the form of additional shares, rather than cash, generally will
have a cost basis in each such share equal to the net asset value of a share of
the Fund on the reinvestment date. Shareholders will be notified annually as to
the U.S. Federal tax status of distributions. Shareholders should consult their
own tax adviser concerning the application of federal, state and local taxes to
the distributions they receive from the Fund.

TAXATION OF THE PORTFOLIOS

The Portfolios are not subject to the Federal income taxation. Instead, the Fund
and other investors investing in a Portfolio must take into account, in
computing their Federal income tax liability, their share of the Portfolio's
income, gains, losses, deductions, credits and tax preference items, without
regard to whether they have received any cash distributions from the Portfolio.

FOREIGN WITHHOLDING TAXES

Income received by a Portfolio from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries.

BACKUP WITHHOLDING

A Fund may be required to withhold U.S. Federal income tax at the rate of 31% of
all taxable distributions payable to shareholders who fail to provide the Fund
with their correct taxpayer identification number or to make required
certifications, or who have been notified by the Internal Revenue Service that
they are subject to backup withholding. Corporate shareholders and certain other
shareholders specified in the Code generally are exempt from such backup
withholding. Backup withholding is not an additional tax. Any amounts withheld
may be credited against the shareholder's U.S. Federal income tax liability.

FOREIGN SHAREHOLDERS

The tax consequences to a foreign shareholder of an investment in a Fund may be
different from those described herein. Foreign shareholders are advised to
consult their own tax advisers with respect to the particular tax consequences
to them of an investment in a Fund.

OTHER TAXATION

The Trust is organized as a Massachusetts business trust and, under current law,
neither the Trust nor any Fund is liable for any income or franchise tax in the
Commonwealth of Massachusetts, provided that the Fund continues to qualify as a
regulated investment company under Subchapter M of the Code.

Each Portfolio is organized as a New York trust. Each Portfolio is not
subject to any income or franchise tax in the State of New York or the
Commonwealth of Massachusetts.

FINANCIAL STATEMENTS

The financial statements for the Funds and the Portfolios for the fiscal year
ended March 31, 1998, are incorporated herein by reference to the Annual Report
to shareholders of the Fund dated March, 1998 (File Nos. 33-07404 and
811-04760). A copy of the Annual Report may be obtained without charge by
contacting the Funds.

<PAGE>

APPENDIX

BOND AND COMMERCIAL PAPER RATINGS

Set forth below are descriptions of ratings which represent opinions as to the
quality of the securities. It should be emphasized, however, that ratings are
relative and subjective and are not absolute standards of quality.

MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS

AAA: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt-edged". Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

AA: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuations of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risk appear somewhat larger than in Aaa securities.

A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

BAA: Bonds which are rated Baa are considered as medium grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safe-guarded
during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.

CA: Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.

C: Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

NOTE: Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

MOODY'S INVESTORS SERVICE, INC.'S SHORT-TERM DEBT RATINGS

Moody's short-term debt ratings are opinions of the ability of issuers to repay
punctually promissory obligations not having an original maturity in excess of
one year.

Issuers rated PRIME-1 or P-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 or P-1
repayment ability will often be evidenced by many of the following
characteristics:

o Leading market positions in well established industries.

o High rates of return on funds employed.

o Conservative capitalization structure with moderate reliance on debt and
ample asset protection.

o Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.

o Well established access to a range of financial markets and assured
sources of alternate liquidity.

Issuers rated PRIME-2 or P-2 (or supporting institutions) have a strong ability
for repayment of senior short-term debt obligations. This will normally be
evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

STANDARD & POOR'S RATINGS GROUP'S CORPORATE BOND RATINGS

INVESTMENT GRADE

AAA: Debt rated AAA has the highest rating assigned by S&P's to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.

AA: Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree.

A: Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

BBB: Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

SPECULATIVE GRADE

Debt rated BB, B, CCC, CC, and C is regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal. BB
indicates the least degree of speculation and C the highest. While such debt
will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major exposures to adverse conditions.

BB: Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.

<PAGE>

B: Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal.

The B rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BB or BB- rating.

CCC: Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.

The CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B- rating.

CC: The rating CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.

C: The rating C is typically applied to debt subordinated to senior debt which
is assigned an actual or implied CCC- debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.

C1: The Rating C1 is reserved for income bonds on which no interest is being
paid.

D: Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

PLUS (+) OR MINUS (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

NR: Bonds may lack a S&P's rating because no public rating has been requested,
because there is insufficient information on which to base a rating, or because
S&P's does not rate a particular type of obligation as a matter of policy.

STANDARD & POOR'S RATINGS GROUP'S COMMERCIAL PAPER RATINGS

A: S&P's commercial paper rating is a current assessment of the likelihood
of timely payment of debt considered short-term in the relevant market.

A-1: This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus (+) sign designation.

A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1 ".

A-3: Issues carrying this designation have adequate capacity for timely payment.
They are, however, more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.

FITCH INVESTORS SERVICE, INC. BOND RATINGS

INVESTMENT GRADE

AAA: Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA: Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA". Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated "F-1+".

A: Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB: Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

HIGH YIELD GRADE

BB: Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B: Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC: Bonds have certain identifiable characteristics which, if not
remedied, may lead to default. The ability to meet obligations requires an
advantageous business and economic environment.

CC: Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C: Bonds are in imminent default in payment of interest or principal.

DDD, DD, AND D: Bonds are in default of interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. "DDD"
represents the highest potential for recovery on these bonds, and "D" represents
the lowest potential for recovery.

PLUS (+) OR MINUS (-): The ratings from AA to C may be modified by the
addition of a plus or minus sign to indicate the relative position of a credit
within the rating category.

NR: Indicates that Fitch does not rate the specific issue.

CONDITIONAL: A conditional rating is premised on the successful completion
of a project or the occurrence of a specific event.

FITCH INVESTORS SERVICE, INC. SHORT-TERM RATINGS

Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.

F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1: Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated
"F-1+".

F-2: Good Credit Quality. Issues assigned this rating have a satisfactory
degree of assurance for timely payment, but the margin of safety is not as great
as the "F-1+" and "F-1 " categories.

F-3: Fair Credit Quality. Issues assigned this rating have characteristics
suggesting that the degree of assurance for timely payment is adequate, however,
near-term adverse changes could cause these securities to be rated below
investment grade.

DUFF & PHELPS BOND RATINGS

INVESTMENT GRADE

AAA: Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+, AA, AND AA-: High credit quality. Protection factors are strong. Risk is
modest but may vary slightly from time to time because of economic conditions.

A+, A, AND A-: Protection factors are average but adequate. However, risk
factors are more variable and greater in periods of economic stress.

BBB+, BBB, AND BBB-: Below average protection factors but still considered
sufficient for prudent investment. Considerable variability in risk during
economic cycles.

HIGH YIELD GRADE

BB+, BB, AND BB-: Below investment grade but deemed likely to meet obligations
when due. Present or prospective financial protection factors fluctuate
according to industry conditions or company fortunes. Overall quality may move
up or down frequently within this category.

B+, B, AND B-: Below investment grade and possessing risk that obligations will
not be met when due. Financial protection factors will fluctuate widely
according to economic cycles, industry conditions and/or company fortunes.
Potential exists for frequent changes in the rating within this category or into
a higher or lower rating grade.

CCC: Well below investment grade securities. Considerable uncertainty exists as
to timely payment of principal interest or preferred dividends. Protection
factors are narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable company developments.

Preferred stocks are rated on the same scale as bonds but the preferred rating
gives weight to its more junior position in the capital structure. Structured
financings are also rated on this scale.

DUFF & PHELPS PAPER/CERTIFICATES OF DEPOSIT RATINGS

CATEGORY 1: TOP GRADE

Duff 1 plus: Highest certainty of timely payment. Short-term liquidity including
internal operating factors and/or ready access to alternative sources of funds,
is outstanding, and safety is just below risk-free U.S. Treasury short-term
obligations.

DUFF 1: Very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are minor.

DUFF 1 MINUS: High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very small.

CATEGORY 2: GOOD GRADE

DUFF 2: Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.

CATEGORY 3: SATISFACTORY GRADE

DUFF 3: Satisfactory liquidity and other protection factors qualify issue as to
investment grade. Risk factors are larger and subject to more variation.
Nevertheless timely payment is expected.

No ratings are issued for companies whose paper is not deemed to be of
investment grade.

* * * * *

Bonds which are unrated expose the investor to risks with respect to capacity to
pay interest or repay principal which are similar to the risks of lower-rated
bonds. The Fund is dependent on the investment adviser's or investment
sub-adviser's judgment, analysis and experience in the evaluation of such bonds.

Investors should note that the assignment of a rating to a bond by a rating
service may not reflect the effect of recent developments on the issuer's
ability to make interest and principal payments.

NOTE:

1 The ratings indicated herein are believed to be the most recent ratings
available at the date of this SAI for the securities listed. Ratings are
generally given to securities at the time of issuance. While the rating
agencies may from time to time revise such ratings, they undertake no
obligation to do so, and the ratings indicated do not necessarily
represent ratings which would be given to these securities on the date of
the Fund's fiscal year end.

<PAGE>

INVESTMENT ADVISER OF THE PORTFOLIO AND ADMINISTRATOR

BANKERS TRUST COMPANY

DISTRIBUTOR

EDGEWOOD SERVICES, INC.

CUSTODIAN AND TRANSFER AGENT

BANKERS TRUST COMPANY

INDEPENDENT ACCOUNTANTS

COOPERS & LYBRAND L.L.P.

COUNSEL

WILLKIE FARR & GALLAGHER

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

No person has been authorized to give any information or to make any
representations other than those contained in the Trust's Prospectus, its SAI or
the Trust's official sales literature in connection with the offering of the
Trust's shares and, if given or made, such other information or representations
must not be relied on as having been authorized by the Trust. Neither the
Prospectus nor this SAI constitutes an offer in any state in which, or to any
person to whom, such offer may not lawfully be made.

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

Cusips #055922827

#055922835

#055922843

SAILIFE (6/98)

PART C OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits:

(a) Financial Statements:
Incorporated by reference to the Registrant's Annual Reports
dated March 31, 1998 (File Nos. 33-07404 and 811-4760).

(b) Exhibits:

(1) (i) Conformed Copy of Declaration of Trust of the Trust; 9
(ii) Supplement to Declaration of Trust; 9
(iii) Second Supplement to Declaration of Trust; 9
(2) Copy of By-Laws of the Trust; 9
(3) Not applicable.
(4) Copy of Specimen stock certificates for shares of beneficial
interest of the Trust; 1
(5) Not applicable.
(6) Conformed Copy of Distributor's Contract; 10
(i) Schedule A of Exhibit A to the Distributor's Contract; 15
(ii)Schedule A of Exhibit B to the Distributor's Contract; 15
(7) Not applicable.
(8) Conformed Copy of Custodian Agreement between the Registrant and
Bankers Trust Company; 12
(i) Conformed Copy of Amendment #2 to Exhibit A of the Custodian
Agreement; 14
(ii)Conformed copy of Cash Services Addendum to Custodian
Agreement; +
(9) (i) Administration and Services Agreement; 6
(ii) Schedule of Fees under Administration and Services
Agreement; 7
(iii) Exhibit D to the Administration and Services Agreement; 12
(10) Not applicable.
(11) Conformed copy of Consent of Independent Public Accountants; +
- -----------------------------------
+ All exhibits have been filed electronically.

1. Incorporated by reference to the Registrant's registration statement on
Form N-1A ("Registration Statement") as filed with the Securities and
Exchange Commission ("Commission") on October 24, 1986.

6. Incorporated by reference to Post-Effective Amendment No. 23 to
Registrant's Registration Statement as filed with the Commission on April
30, 1993.

7. Incorporated by reference to Post-Effective Amendment No. 29 to
Registrant's Registration Statement as filed with the Commission on
November 8, 1993.

9. Incorporated by reference to Post-Effective Amendment No. 34 to
Registrant's Registration Statement as filed with the Commission on July
31, 1995.

10. Incorporated by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement as filed with the Commission on January
30, 1997.

12. Incorporated by reference to Post-Effective Amendment No. 44 to
Registrant's Registration Statement as filed with the Commission on July 1,
1997.

14. Incorporated by reference to Post-Effective Amendment No. 46 to
Registrant's Registration Statement as filed with the Commission on January
28, 1998.

15. Incorporated by reference to Post-Effective Amendment No. 49 to
Registrant's Registration Statement as filed with the Commission on April
30, 1998

<PAGE>

(12) Not applicable. (13) Not applicable. (14) Not applicable.
(15) Conformed Copy of Plan of Distribution; 10
(16) Copy of Schedules for Computation of Performance Quotations; 2
(17) Copy of Financial Data Schedules; +
(18) Not applicable.
(19) Conformed Copy of Power of Attorney; 13

ITEM 25. Persons Controlled by or Under Common Control with Registrant:

Not applicable.

ITEM 26. Number of Holders of Securities:

Title of Class Number of Record Holders
as of April 1, 1998

Tax Free Money Fund 144
NY Tax Free Money Fund 116
Cash Management Fund 246
Treasury Money Fund 695
Intermediate Tax Free Fund 79
Small Cap Fund 663
Pacific Basin Equity Fund 197
BT Investment Lifecycle Short Range Fund 50
BT Investment Lifecycle Mid Range Fund 41
BT Investment Lifecycle Long Range Fund 42
Latin American Equity Fund 329
International Equity Fund 9,455
Global High Yield Securities Fund 160
Capital Appreciation Fund 289
Global Emerging Markets Equity Fund 0
International Small Company Equity Fund 0

ITEM 27. Indemnification; 11

2. Incorporated by reference to Post-Effective Amendment No. 14 to
Registrant's Registration Statement as filed with the Commission on
February 13, 1992.

10. Incorporated by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement as filed with the Commission on January
30, 1997.

11. Incorporated by reference to Post-Effective Amendment No. 38 to
Registrant's Registration Statement as filed with the Commission on April
29, 1996.

13. Incorporated by reference to Post-Effective Amendment No. 45 to
Registrant's Registration Statement as filed with the Commission on
September 10, 1997.

<PAGE>

ITEM 28. Business and Other Connections of Investment Adviser:

Bankers Trust serves as investment adviser to each Fund's Portfolio.
Bankers Trust, a New York banking corporation, is a wholly owned
subsidiary of Bankers Trust New York Corporation. Bankers Trust
conducts a variety of commercial banking and trust activities and is
a major wholesale supplier of financial services to the international
institutional market. To the knowledge of the Trust, none of the
directors or officers of Bankers Trust, except those set forth below,
is or has been at anytime during the past two fiscal years engaged in
any other business, profession, vocation or employment of a
substantial nature, except that certain directors and officers also
hold various positions with and engage in business for Bankers Trust
New York Corporation. Set forth below are the names and principal
businesses of the directors and officers of Bankers Trust who are or
during the past two fiscal years have been engaged in any other
business, profession, vocation or employment of a substantial nature.
These persons may be contacted c/o Bankers Trust Company, 130 Liberty
Street, New York, New York 10006.

George B. Beitzel, International Business Machines Corporation, Old
Orchard Road, Armonk, NY 10504. Director, Bankers Trust Company;
Retired senior vice president and Director, International Business
machines Corporation; Director, Computer Task Group; Director,
Phillips Petroleum Company; Director, Caliber Systems, Inc.
(formerly, Roadway Services Inc.); Director, Rohm and Haas Company;
Director, TIG Holdings; Chairman emeritus of Amherst College; and
Chairman of the Colonial Willimsburg Foundation.

Richard H. Daniel, Bankers Trust Company, 130 Liberty Street, New
York, New York 10006. Vice chairman and chief financial officer,
Bankers Trust Company and Bankers Trust New York Corporation;
Beneficial owner, general partner, Daniel Brothers, Daniel Lingo &
Assoc., Daniel Pelt & Assoc.; Beneficial owner, Rhea C. Daniel Trust.

Philip A. Griffiths, Bankers Trust Company, 130 Liberty Street, New
York, New York 10006. Director, Institute for Advanced Study;
Director, Bankers Trust Company; Chairman, Committee on Science,
Engineering and Public Policy of the National Academies of Sciences
and Engineering & the Institute of Medicine; and Chairman and member,
Nominations Committee and Committee on Science and Engineering
Indicators, National Science Board; Trustee, North Carolina School of
Science and Mathematics and the Woodward Academy.

William R. Howell, J.C. Penney Company, Inc., P.O. Box 10001,
Plano, TX 75301-0001. Chairman Emeritus, J.C. Penney Company,
Inc.; Director, Bankers Trust Company; Director, Exxon Corporation;
Director, Halliburton Company; Director, Warner-Lambert
Corporation; Director, The Williams Companies, Inc.; and Director,
National Retail Federation.

Vernon E. Jordan, Jr., Akin, Gump, Strauss, Hauer & Feld, LLP, 1333
New Hampshire Ave., N.W., Washington, DC 20036. Senior Partner, Akin,
Gump, Strauss, Hauer & Feld, LLP; Director, Bankers Trust Company;
Director, American Express Company; Director, Dow-Jones, Inc.;
Director, J.C. Penney Company, Inc.; Director, Revlon Group
Incorporated; Director, Ryder System, Inc.; Director, Sara Lee
Corporation; Director, Union Carbide Corporation; Director, Xerox
Corporation; Trustee, Brookings Institution; Trustee, The Ford
Foundation; and Trustee, Howard University.

David Marshall, 130 Liberty Street, New York, New York 10006. Chief
Information Officer and Executive Vice President, Bankers Trust New
York Corporation; Senior Managing Director, Bankers Trust Company.

Hamish Maxwell, Philip Morris Companies Inc., 120 Park Avenue, New
York, NY 10006. Retired Chairman and Chief Executive Officer, Philip
Morris Companies Inc.; Director, Bankers Trust Company; Director, The
News Corporation Limited; Director, Sola International Inc.; and
Chairman, WWP Group pic.

Frank N. Newman, Bankers Trust Company, 130 Liberty Street, New York,
New York 10006. Chairman of the Board, Chief Executive Officer and
President, Bankers Trust New York Corporation and Bankers Trust
Company; Director, Bankers Trust Company; Director, Dow-Jones, Inc.;
and Director, Carnegie Hall.

N.J. Nicholas Jr., 745 Fifth Avenue, New York, NY 10020.
Director, Bankers Trust Company; Director, Boston Scientific
Corporation; and Director, Xerox Corporation.

Russell E. Palmer, The Palmer Group, 3600 Market Street, Suite 530,
Philadelphia, PA 19104. Chairman and Chief Executive Officer of The
Palmer Group; Director, Bankers Trust Company; Director,
Allied-Signal Inc.; Director, Federal Home Loan Mortgage Corporation;
Director, GTE Corporation; Director, The May Department Stores
Company; Director, Safeguard Scientifics, Inc.; and Trustee,
University of Pennsylvania.

Donald L. Staheli, Bankers Trust Company, 130 Liberty Street, New
York, New York 10006. Chairman of the Board and Chief Executive
Officer, Continental Grain Company; Director, Bankers Trust Company;
Director, ContiFinancial Corporation; Director, Prudential Life
Insurance Company of America; Director, Fresenius Medical Care, A.g.;
Director, America-China Society; Director, National Committee on
United States-China Relations; Director, New York City Partnership;
Chairman, U.S.-China Business Council; Chairman, Council on Foreign
Relations; Chairman, National Advisor Council of Brigham Young
University's Marriott School of Management; Vice Chairman, The Points
of Light Foundation; and Trustee, American Graduate School of
International Management.

Patricia Carry Stewart, c/o Office of the Secretary, 130 Liberty
Street, New York, NY 10006. Director, Bankers Trust Company;
Director, CVS Corporation; Director, Community Foundation for Palm
Beach and Martin Counties; Trustee Emerita, Cornell University.

George J. Vojta, Bankers Trust Company, 130 Liberty Street, New York,
NY 10006. Vice Chairman, Bankers Trust New York Corporation and
Bankers Trust Company; Director, bankers Trust Company; Director;
Alicorp S.A.; Director; Northwest Airlines; Director, Private Export
Funding Corp.; Director, New York State Banking Board; Director, St.
Lukes-Roosevelt Hospital Center; Partner, New York City Partnership;
and Chairman, Wharton Financial Services Center.

Paul A. Volcker, Bankers Trust Company, 130 Liberty Street, New York,
New York 10006. Director, Bankers Trust Company; Director, American
Stock Exchange; Director, Nestle S.A.; Director, Prudential Insurance
Company; Director, UAL Corporation; Chairman, Group of 30; North
American Chairman, Trilateral Commission; Co-Chairman, Bretton Woods
Committee; Co-Chairman, U.S./Hong Kong Economic Cooperation
Committee; Director, American Council on Germany; Director, Aspen
Institute; Director, Council on Foreign Relations; Director, The
Japan Society; and Trustee, The American Assembly.

Melvin A. Yellin, Bankers Trust Company, 130 Liberty Street, New
York, New York 10006. Senior Managing Director and General Counsel of
Bankers Trust New York Corporation and Bankers Trust Company;
Director, 1136 Tenants Corporation; and Director, ABA Securities
Association.

ITEM 29. Principal Underwriters

(a) Edgewood Services, Inc. the Distributor for shares of the
Registrant, acts as principal underwriter for the following
open-end investment companies, including the Registrant: BT
Advisor Funds, BT Institutional Funds, BT Investment Funds, BT
Pyramid Mutual Funds, Deutsche Portfolios, Deutsche Funds,
Inc., Excelsior Funds, Excelsior Funds, Inc., (formerly, UST
Master Funds, Inc.), Excelsior Institutional Trust, Excelsior
Tax-Exempt Funds, Inc. (formerly, UST Master Tax-Exempt Funds,
Inc.), FTI Funds, FundManager Portfolios, Great Plains Funds,
Marketvest Funds, Marketvest Funds, Inc., Old Westbury Funds,
Inc., Robertsons Stephens Investment Trust, WesMark Funds and
WCT Funds.
(b)

(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
Lawrence Caracciolo Director, President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829

Arthur L. Cherry Director, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829

J. Christopher Donahue Director, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829

Ronald M. Petnuch Vice President, President
5800 Corporate Drive Edgewood Services, Inc. and Treasurer
Pittsburgh, PA 15237-5829

Thomas P. Schmitt Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829

Thomas P. Sholes Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829

Ernest L. Linane Assistant Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829

S. Elliott Cohan Secretary, Assistant
5800 Corporate Drive Edgewood Services, Inc. Secretary
Pittsburgh, PA 15237-5829

Thomas J. Ward Assistant Secretary, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829

Kenneth W. Pegher, Jr. Treasurer, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829

ITEM 30. Location of Accounts and Records:

BT INVESTMENT FUNDS: Federated Investors Tower
(Registrant) Pittsburgh, PA 15222-3779

BANKERS TRUST COMPANY: 130 Liberty Street
(Investment Adviser, New York, NY 10006
Administrator, and
Custodian)

INVESTORS FIDUCIARY 127 West 10th Street,
TRUST COMPANY: Kansas City, MO 64105
(Transfer Agent and Dividend
Disbursing Agent)

EDGEWOOD SERVICES, INC.: 5800 Corporate Drive
(Distributor) Pittsburgh, PA 15237-5829

ITEM 31. Management Services:

Not applicable.

ITEM 32. Undertakings:

Registrant hereby undertakes to file a post-effective amendment,
using financial statements on behalf of Global High Yield Securities
Fund which need not be certified, within four to six months from the
effective date of Post-Effective Amendment No. 47.

The Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the Registrant's latest annual
report, with respect to the respective series of the Trust, to
shareholders upon request and without charge.

The Registrant undertakes to comply with Section 16(c) of the 1940
Act as though such provisions of the Act were applicable to the
Registrant except that the request referred to in the third full
paragraph thereof may only be made by shareholders who hold in the
aggregate at least 10% of the outstanding shares of the Registrant,
regardless of the net asset value or values of shares held by such
requesting shareholders.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, BT INVESTMENT FUNDS, certifies
that it meets all of the requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of
Pittsburgh and the Commonwealth of Pennsylvania on the 30th day of June, 1998.

BT INVESTMENT FUNDS

By: /s/ Jay S. Neuman
Jay S. Neuman, Secretary
June 30, 1998

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following persons in
the capacity and on the date indicated:

NAME TITLE DATE

By: /s/ Jay S. Neuman Attorney in Fact June 30, 1998
Jay S. Neuman For the Persons
SECRETARY Listed Below

/s/ RONALD M. PETNUCH* President and Treasurer
Ronald M. Petnuch (Chief Executive Officer,
Principal Financial and
Accounting Officer)

/s/ S. LELAND DILL* Trustee
S. Leland Dill

/s/ KELVIN J. LANCASTER* Trustee
Kelvin J. Lancaster

/s/ PHILIP SAUNDERS, JR.* Trustee
Philip Saunders, Jr.

*By Power of Attorney

<PAGE>

SIGNATURES

BT INVESTMENT PORTFOLIOS has duly caused this Post Effective Amendment No.
50 to the Registration Statement on Form N-1A of BT Investment Funds to be
signed on their behalf by the undersigned, thereto duly authorized, in the City
of Pittsburgh and the Commonwealth of Pennsylvania on the 30th day of June,
1998.

BT INVESTMENT PORTFOLIOS

By: /s/ Jay S. Neuman
Jay S. Neuman, Secretary
June 30, 1998

This Post Effective Amendment No. 50 to the Registration Statement of BT
Investment Funds has been signed below by the following persons in the
capacities indicated with respect to BT INVESTMENT PORTFOLIOS.

NAME TITLE DATE

By: /s/ Jay S. Neuman Attorney in Fact June 30, 1998
Jay S. Neuman For the Persons
SECRETARY Listed Below

/s/ RONALD M. PETNUCH* President and Treasurer
Ronald M. Petnuch (Chief Executive Officer,
Principal Financial and
Accounting Officer)

/s/ S. LELAND DILL* Trustee
S. Leland Dill

/s/ KELVIN J. LANCASTER* Trustee
Kelvin J. Lancaster

/s/ PHILIP SAUNDERS, JR.* Trustee
Philip Saunders, Jr.

*By Power of Attorney

Exhibit 8(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K

CASH SERVICES ADDENDUM, dated as of December 18, 1997 (this "Addendum"), to the
CUSTODIAN AGREEMENT (the "Agreement") between BANKERS TRUST COMPANY (the
"Custodian") and each of the following investment companies: BT Investment
Funds, BT Institutional Funds, BT Pyramid Mutual Funds, BT Advisor Funds, Cash
Management Portfolio, Treasury Money Portfolio, Tax Free Money Portfolio, NY Tax
Free Money Portfolio, International Equity Portfolio, Short/Intermediate U.S.
Government Securities Portfolio, Equity 500 Index Portfolio, Asset Management
Portfolio, Capital Appreciation Portfolio, Intermediate Tax Free Portfolio, and
BT Investment Portfolios.(each, an "Investment Company").
WHEREAS, the Custodian has revised the cash management services it
provides (as described in the attachments to this Addendum, which are
incorporated herein by reference), and the Custodian and each Investment Company
desire to confirm their understanding with respect to future and prior cash
services; NOW, THEREFORE, the Custodian and each Investment Company agree as
follows: 1. Until the Custodian receives Instructions to the contrary, the
Custodian will (a) hold with Subcustodians, in deposit accounts maintained for
the benefit of the Custodian's clients, all Cash received for the Account, (b)
credit such interest, if any, on Cash in the Account as the Custodian shall from
time to time determine and (c) receive compensation out of any amounts paid by
Subcustodians in respect of Cash in the Account. 2. Pursuant to procedures
described in the attachments or otherwise approved by an Investment Company or
its investment adviser, the Custodian may (on an overnight or other short-term
basis) move certain, or all, currencies of Cash in the Account from any
Subcustodian and place it, as deposits or otherwise, with one or more other
Subcustodians (including branches and affiliates of the Custodian). The
Custodian will notify the Investment Company of any placement procedures it
implements and will move Cash in accordance with such procedures until it
notifies the Investment Company otherwise or receives Instructions to the
contrary. The Custodian may credit interest and receive compensation as
described in 1 above with respect to any Cash moved. 3. Any actions by the
Custodian and an Investment Company previously taken in conformity with 1 and 2
above (including compensation retained by the Custodian for providing this
service) are approved and affirmed. 4. Capitalized terms used but not defined in
this Addendum are used with the respective meanings assigned to them in the
Agreement.

IN WITNESS WHEREOF, this Addendum has been executed as of the day and year
first above written.

BANKERS TRUST COMPANY EACH INVESTMENT COMPANY
NAMED ABOVE
By: /s/ Richard M. Quintal By: /s/ Jay S. Neuman
Richard M. Quintal Jay S. Neuman, Secretary of each
Managing Director Investment Company

Exhibit (11) under N-1A
Exhibit 23 under Item 601/Reg SK

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in Post-Effective Amendment No. 50
to the Registration Statement of the Lifecycle Long Range Fund, Lifecycle Mid
Range Fund, and Lifecycle Short Range Fund (three of the Funds comprising BT
Investment Funds) on Form N-1A of our reports dated May 11, 1998 on our audits
of the financial statements and financial highlights of the Lifecycle Long Range
Fund, Lifecycle Mid Range Fund, and Lifecycle Short Range Fund, Asset Management
Portfolio, Asset Management Portfolio II, and Asset Management Portfolio III,
which reports are included in the Annual Reports to Shareholders for the year
ended March 31, 1998 which are incorporated by reference in the Post-Effective
Amendment to the Registration Statement. We also consent to the reference in the
Statement of Additional Information to our Firm under the caption "Independent
Accountants."

/s/Coopers & Lybrand L.L.P.

Kansas City, Missouri
June 29, 1998

<ARTICLE> 6
<LEGEND>
This schedule contains Summary Financial Information extracted from the BT
Investment Funds Annual Report dated March 31, 1998, and is qualified in its
entirety by reference to such Annual Report. </LEGEND> <CIK> 0000797657 <NAME>
BT INVESTMENT FUNDS <SERIES>
<NUMBER> 12
<NAME> LIFECYCLE LONG RANGE FUND

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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
This schedule contains Summary Financial Information extracted from the BT
Investment Portfolios Annual Report dated March 31, 1998, and is qualified
in its entirety by reference to such Annual Report.
</LEGEND>
<CIK> 0000888569
<NAME> BT INVESTMENT ASSET MANAGEMENT I PORTFOLIO

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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
This schedule contains Summary Financial Information extracted from the BT
Investment Portfolios Annual Report dated March 31, 1998, and is qualified in
its entirety by reference to such Annual Report. </LEGEND> <CIK> 0000906619
<NAME> BT INVESTMENT PORTFOLIOS <SERIES>
<NUMBER> 3
<NAME> ASSET MANAGEMENT II PORTFOLIO

<S> <C>
<PERIOD-TYPE> 12-MOS
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
This schedule contains Summary Financial Information extracted from the BT
Investment Portfolios Annual Report dated March 31, 1998, and is qualified in
its entirety by reference to such Annual Report. </LEGEND> <CIK> 0000906619
<NAME> BT INVESTMENT PORTFOLIOS <SERIES>
<NUMBER> 4
<NAME> ASSET MANAGEMENT III PORTFOLIO

<S> <C>
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<FISCAL-YEAR-END> MAR-31-1998
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</TABLE>