SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BT ADVISOR FUNDS
BT INVESTMENT FUNDS
BT INSTITUTIONAL FUNDS
BT PYRAMID MUTUAL FUNDS
BT INVESTMENT PORTFOLIOS
-------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
IMPORTANT NEWS ABOUT THE BT MUTUAL FUND PROXY YOUR CLIENTS WILL RECEIVE
Dear Investment Colleague:
In order to keep you updated on the progress of the merger between Deutsche Bank
and Bankers Trust, we want to notify you of an upcoming proxy that will be sent
to BT Mutual Fund shareholders.
SHAREHOLDERS TO VOTE ON INVESTMENT ADVISORY AGREEMENTS
As a result of the merger, it is necessary for us to have shareholders vote on
new investment advisory agreements. Additionally, we plan on taking this
opportunity to ask shareholders to vote on the election of trustees, and the
selection of independent accountants (see the attached page for details).
NO CHANGE TO PORTFOLIO MANAGEMENT STRUCTURE AND FEES
It is important for you and your clients to know that the acquisition of Bankers
Trust by Deutsche Bank will not change the management or investment style of the
BT Mutual Funds, their advisory fees, the number of fund shares your clients own
or the value of those shares.
Deutsche Asset Management remains committed to working with you and supporting
the valued service and advice you provide to individual investors. It is our
intention to notify you prior to any other shareholder communication that may
need to be sent, and on the progress of merging the fund groups of Bankers
Trust, Morgan Grenfell and Deutsche Funds.
Should you have any further questions regarding the proxy vote, please call Todd
Little at 800-550-6426. Thank you.
Sincerely,
/s/ James Grifo
James Grifo
Managing Director
<PAGE>
BT MUTUAL FUND PROXY VOTE
Listed on the following pages is detailed information which pertains to the
upcoming BT Mutual Fund proxy vote.
<TABLE>
<CAPTION>
<S> <C> <C>
- --------------------- -------------------------------------- ------------------------------------------------------------
Fund Issue Reason
- --------------------- -------------------------------------- ------------------------------------------------------------
All BT Funds* Approve new investment advisory As a result of the merger, the present agreement could be
agreements with Bankers Trust. No deemed to terminate automatically. Shareholders are being
change in fees is proposed. asked to approve a new agreement on terms substantially
similar to the current agreement. There are no material
changes.
- --------------------- -------------------------------------- ------------------------------------------------------------
All BT Funds* Approve new investment advisory This proposal will give Deutsche Bank additional
agreements with Morgan Grenfell Inc. flexibility over the next two years to bring together its
("MGI"), an affiliate of Bankers no-load mutual funds into one unit, MGI. The new
Trust, which already serves as agreement with MGI has terms substantially similar to the
investment adviser to the funds current agreement with Bankers Trust. Consolidation of
within the Deutsche Bank the no-load mutual funds within MGI will simplify the U.S.
organization. Fees will be the same mutual fund operations, enhance efficiency of their
as under agreement with Bankers administration and promote consistency of internal
Trust. The agreement may be put controls, compliance, and regulatory oversight. We expect
into effect within 24 months of the the name of MGI will be changed to reflect that it is part
shareholder meetings, subject to of Deutsche Asset Management.
Trustees approval at the time.
- --------------------- -------------------------------------- ------------------------------------------------------------
All BT Funds** Approve new sub-investment advisory This proposal is part of the effort to give Deutsche Bank
agreements between MGI and Bankers additional flexibility to bring together its no-load
Trust, to take effect within two mutual funds into one unit. If MGI becomes the investment
years of the shareholder meeting, if adviser to any BT funds, this proposal allows MGI to
MGI were to become investment appoint Bankers Trust as sub-advisor to all or some funds
adviser to Bankers Trust under upon Trustee approval. This helps to assure that there
proposal above. will be no change in the quality or level of services
provided if MGI becomes the named investment adviser to
any fund.
- --------------------- -------------------------------------- ------------------------------------------------------------
BT Latin American Approve a new sub-investment advisory This proposal will give MGI the flexibility to appoint MGIS
Equity Fund and BT agreement between MGI and Morgan (a U.S.-registered investment adviser based in London) as
Pacific Basin Grenfell Investor Services Ltd. sub-adviser to the Latin American Equity Fund and the Pacific
Equity Fund ("MGIS") to take effect within two Basin Equity Fund upon Trustee approval.
years of the shareholder meeting.
- --------------------- -------------------------------------- ------------------------------------------------------------
BT Global Emerging Approve a proposal to transfer all of The BT Fund and Morgan Grenfell Fund have identical
Markets Equity Fund the assets of the Global Emerging investment objectives and invest primarily in equity
Markets Equity Fund (the "BT Fund") to securities of companies in emerging markets. It is in the
the Morgan Grenfell Emerging Markets best interest of shareholders to merge the funds to increase
Equity Fund (the "Morgan Grenfell diversification and to possibly reduce expenses.
Fund") in exchange for shares of the
MG Fund. This would be a tax-free
transaction to shareholders.
- --------------------- -------------------------------------- ------------------------------------------------------------
BT Quantitative Convert the Fund to a master-feeder Converting the Fund to a master-feeder structure would permit
Equity Fund structure. another feeder fund or funds to invest in the Fund (as the
master portfolio). The master-feeder structure would
potentially increase the assets in the master portfolio,
thereby lowering expenses at both the master and feeder level.
- --------------------- -------------------------------------- ------------------------------------------------------------
All BT Funds* Elect Trustees. Shareholders have the opportunity to elect trustees who
oversee matters relating to their funds.
- --------------------- -------------------------------------- ------------------------------------------------------------
All BT Funds* Ratify selection of independent The law requires that shareholders be asked to ratify the
accountants for the Fund. selection of independent accountants.
- --------------------- -------------------------------------- ------------------------------------------------------------
</TABLE>
* Except BT Global Emerging Markets Equity Fund.
**Except BT Global Emerging Markets Equity Fund, BT Latin American Equity Fund
and BT Pacific Basin Equity Fund.
<PAGE>
WHEN PROXIES AND PROXY CARDS WILL BE MAILED TO CLIENTS
We plan to begin mailing proxies and proxy cards around August 23, 1999 to each
Fund's shareholders of record as of July 22, 1999. Your clients will receive a
separate proxy card for each Fund and share class they own. The shareholder
meetings are scheduled to take place at One South Street, Baltimore, Maryland.
These meetings will take place on September 21, 29, October 8 or October 15.
THE VOTING PROCESS
We have retained Shareholder Communications Corporation (SCC) to assist with our
collection of proxy votes.
Starting in early September, SCC will begin to call registered fund shareholders
who have not voted to remind them to vote. If your clients have asked your firm
to withhold their account information then they will not be contacted by SCC.
SCC will start with shareholders owning the largest number of shares. Your
clients will be given the opportunity to vote over the phone after
satisfactorily answering a series of questions for identification purposes.
THREE WAYS YOUR CLIENTS CAN VOTE
BY PHONE
Shareholders who receive proxies distributed through Automatic Data Processing
(ADP) can vote by phone by calling the number provided on their proxy card.
Please note that your clients must have the 12-digit control number located on
their proxy card to vote by phone. Shareholders who have instructed their
investment representative not to release their names may not vote by phone.
BY INTERNET
All shareholders can vote via the Internet by accessing the web site
www.proxyvote.com, entering the 12-digit control number located on their proxy
card, and following the instructions on the web site.
BY MAIL
All shareholders can vote by mail by completing the proxy card and returning it
in the postage-paid envelope.
