BT INVESTMENT FUNDS
497, 1999-06-21
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BT INVESTMENT FUNDS
(BT Investment Pacific Basin Equity Fund, BT Investment Latin American Equity
Fund, BT Investment International Small Company Equity Fund, BT Investment
Global Emerging Markets Equity Fund)

BT INSTITUTIONAL FUNDS
(BT Institutional International Small Company Equity Fund, BT Institutional
Global Emerging Markets Equity Fund)

PROSPECTUS SUPPLEMENT DATED JUNE 21, 1999, REPLACING SUPPLEMENT DATED APRIL 22,
1999

THE FOLLOWING APPLIES TO SHARES OF THE BT INVESTMENT GLOBAL EMERGING MARKETS
EQUITY FUND AND THE BT INSTITUTIONAL GLOBAL EMERGING MARKETS EQUITY FUND:

On June 9, 1999, the Board of Trustees voted to recommend the merger of the BT
Investment Global Emerging Markets Equity Fund and BT Institutional Global
Emerging Markets Equity Fund (the "BT Funds") into the Morgan Grenfell Emerging
Markets Equity Fund (the "Morgan Grenfell Fund"). The Board also voted to cease
establishing new accounts in the BT Funds as of June 14, 1999. The Board has
determined that this proposal is in the best interests of shareholders.

The merger requires the approval of the Funds' shareholders. A Special Meeting
of Shareholders is scheduled for September 30, 1999, at which time this proposal
will be put forth for a shareholder vote. If the shareholders approve the
merger, shares of the BT Funds will be converted to shares of the Morgan
Grenfell Fund in the fourth quarter 1999. The transfer of shares from the BT
Funds to the Morgan Grenfell Fund would not be a taxable transaction for
shareholders.

PROSPECTUS SUPPLEMENT DATED APRIL 22, 1999, SUPPLANTING SUPPLEMENT DATED MARCH
29, 1999

THE FOLLOWING REVISES AND SUPERCEDES, AS APPLICABLE, THE SECTIONS "MANAGEMENT OF
THE FUND: PORTFOLIO MANAGER(S)" IN THE PROSPECTUS FOR THE BT INVESTMENT PACIFIC
BASIN EQUITY FUND, BT INVESTMENT LATIN AMERICAN EQUITY FUND, BT INVESTMENT
GLOBAL EMERGING MARKETS EQUITY FUND, BT INSTITUTIONAL GLOBAL EMERGING MARKETS
EQUITY FUND:

Portfolio Managers. The following portfolio managers are responsible for the
day-to-day management of the master portfolio's investments:

Warren Howe, Portfolio Manager for the master portfolios
o        Joined Bankers Trust in 1992.
o        Joined the Latin American Equity Portfolio in 1998.
o        Joined the Pacific Basin Equity Portfolio and Global Emerging Markets
         Equity Portfolio in 1999.
o        Six years of investment management and analyst experience.



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o        Bachelors degree in Commerce from University of New South Wales;
         Master's degree in Applied Finance from Macquarie University.

Julie Wang, Principal of Bankers Trust and Portfolio Manager for the master
portfolios
o        Joined Bankers Trust in 1994.
o        Joined the Latin American Equity Portfolio in 1998.
o        Joined the Pacific Basin Equity Portfolio and Global Emerging Markets
         Equity Portfolio in 1999.
o        Specializes in emerging markets.
o        Ten years of investment management experience.
o        Served as Investment Manager at American International Group from 1991
         to 1994.
o        Bachelor's degree in economics from Yale University; MBA from The
         Wharton School, University of Pennsylvania.

THE FOLLOWING REVISES AND SUPERCEDES, AS APPLICABLE, THE SECTION "MANAGEMENT OF
THE FUND(S)" IN EACH FUND'S PROSPECTUS:

Effective May 1, 1999, BT Funds Management (International) Limited no longer
serves as sub-adviser to the Funds. Bankers Trust Company, the Fund's investment
adviser, will assume day-to-day investment decision-making responsibility for
the Fund and its corresponding master portfolio.

THE FOLLOWING REVISES AND SUPERCEDES THE SECTION "MANAGEMENT OF THE TRUSTS" IN
EACH FUND'S PROSPECTUS:

Prior to June 4, 1999, Bankers Trust Company was a wholly owned subsidiary of
Bankers Trust Corporation. On June 4, 1999, Bankers Trust Corporation merged
with and into a subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major
global banking institution that is engaged in a wide range of financial
services, including investment management, mutual funds, retail and commercial
banking, investment banking and insurance. Because Deutsche Bank AG, as Bankers
Trust's new parent company, controls its operations as investment adviser, the
Fund's shareholders will be asked to approve a new investment advisory
agreement. A Special Meeting of Shareholders will be held for this purpose.
Bankers Trust believes that, under this new arrangement, the services provided
to the Fund will be maintained at their current level.

THE FOLLOWING SUPPLEMENTS THE SECTION "MANAGEMENT OF THE FUND(S)" IN EACH FUND'S
PROSPECTUS:

On March 11, 1999, Bankers Trust announced that it had reached an agreement with
the United States Attorney's Office in the Southern District of New York to
resolve an investigation concerning inappropriate transfers of unclaimed funds
and related record-keeping problems that occurred between 1994 and early 1996.
Pursuant to its agreement with the U.S. Attorney's Office, Bankers Trust pleaded
guilty to misstating entries in the bank's books and records and agreed to pay a
$60 million fine to federal authorities. Separately, Bankers Trust agreed to pay
a $3.5 million fine to the State of New York. The events leading up to the
guilty pleas did not


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arise out of the investment advisory or mutual fund management activities of
Bankers Trust or its affiliates.

As a result of the plea, absent an order from the SEC, Bankers Trust would not
be able to continue to provide investment advisory services to the Fund. The SEC
has granted a temporary order to permit Bankers Trust and its affiliates to
continue to provide investment advisory services to registered investment
companies. There is no assurance that the SEC will grant a permanent order.

THE FOLLOWING SUPPLEMENTS THE SECTION "BUYING AND SELLING FUND SHARES" IN THE
PROSPECTUS FOR THE BT INVESTMENT INTERNATIONAL SMALL COMPANY EQUITY FUND AND BT
INSTITUTIONAL INTERNATIONAL SMALL COMPANY EQUITY FUND:

Effective April 22, 1999, the Investment International Small Company Equity Fund
and Institutional International Small Company Equity Fund will cease accepting
additional purchase orders. The Board of Trustees reached the decision to
liquidate the Funds after careful consideration.

All shareholders of the Funds will be affected by the closing of the Funds. The
following options are available to you:

         (1)  Prior to May 28, 1999 you can either (a) redeem your shares and
              receive the proceeds or (b) exchange your shares for shares of
              another BT Mutual Fund. If you would like to select either of
              these options, please call the BT Service Center at 1-800-730-1313
              to instruct us to process your transaction or to obtain more
              information about the BT Family of Funds.

         (2)  If you do not elect either of the above options, your shares will
              automatically be redeemed on May 28, 1999 and the proceeds will be
              sent to you.

         Shareholders with tax deferred accounts should note that failure to
reinvest redemption proceeds promptly in another tax-deferred account (such as
an IRA account) may result in adverse tax consequences. For shareholders with
non-tax-deferred accounts, an exchange into a BT Mutual Fund is likely to be a
taxable event. We recommend that you consult with your tax advisor regarding the
tax consequences associated with the Funds' liquidation and the above
alternatives.

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

CUSIPS
055922736
055922785
055922686
055922678
055924831
055924823

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