1940 Act File No. 811-6072
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 13........................................ X
TREASURY MONEY PORTFOLIO
(Exact Name of Registrant as Specified in Charter)
One South Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
(410) 895-5000
(Registrant's Telephone Number)
Daniel O. Hirsch, Esq. Copies to: Burton M. Leibert, Esq.
One South Street Willkie Farr & Gallagher
Baltimore, Maryland 21202 787 Seventh Ave
(Name and Address of Agent New York, New York 10019
for Service)
Explanatory Note
This Amendment to the Registrant's Registration Statement on Form N-1A (the
"Registration Statement") has been filed by the Registrant pursuant to Section
8(b) of the Investment Company Act of 1940. However, beneficial interests in the
Registrant are not being registered under the Securities Act of 1933 (the "1933
Act"), because such interests will be issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. Investments in the Registrant may only be made by
investment companies, insurance company separate accounts, common or commingled
trust funds or similar organizations or entities that are "accredited investors"
within the meaning of Regulation D under the 1933 Act. The Registration
Statement does not constitute an offer to sell, or the solicitation of an offer
to buy, any beneficial interests in the Registrant.
Treasury Money Portfolio
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PART A
Responses to Items 1 through 3, 5 and 9 have been omitted pursuant to paragraph
2(b) of Instruction B of the General Instructions to Form N-1A.
Item 4. Investment Objectives, Principal Investment Strategies, and
Related Risks.
The investment objectives of the Portfolio are to provide its investors with a
high level of current income consistent with liquidity and the preservation of
capital. The Portfolio seeks to achieve its investment objectives by investing
in debt obligations of the U.S. Treasury and repurchase agreements
collateralized by such obligations. Investments in the Portfolio are neither
insured nor guaranteed by the U.S. government. Investments in the Portfolio are
not deposits or obligations of, or guaranteed or endorsed by, Bankers Trust
Company ("Bankers Trust"), the investment adviser of the Portfolio, and are not
federally insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other agency.
Additional information about the investment policies of the Portfolio appears in
Part B of this Registration Statement. There can be no assurance that the
investment objective of the Portfolio will be achieved. The Registrant
incorporates by reference information concerning the Portfolio's investment
objective and policies and risk factors associated with investments in the
Portfolio from the sections entitled "Objective," "Strategy," "Principal
Investments," "Risks" and "Organizational Structure" in the prospectus of BT
Investment Funds---Treasury Money Fund (File Nos. 33-07404 and 811-4760)(the
"Feeder Fund") (the "Feeder Fund Prospectus").
Item 6. Management, Organization and Capital Structure.
Registrant incorporates by reference information concerning the management of
the Portfolio from the sections entitled "Annual Fund Operating Expenses" and
"Management of the Trust and Portfolio" in the Feeder Fund Prospectus.
The Portfolio is organized as a trust under the laws of the State of New York.
Under the Declaration of Trust, the Trustees are authorized to issue beneficial
interests in the Portfolio. Each investor is entitled to a vote in proportion to
the amount of its investment in the Portfolio. Investments in the Portfolio may
not be transferred, but an investor may withdraw all or any
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portion of his investment at any time at net asset value ("NAV"). Investors in
the Portfolio (e.g., 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 an investor in the Portfolio incurring
financial loss on account of such liability is limited to circumstances in which
both inadequate insurance existed and the Portfolio itself was unable to meet
its obligations.
The Portfolio reserves the right to create and issue a number of series, in
which case investments in each series would participate equally in the earnings,
dividends and assets of the particular series. Currently, the Portfolio has only
one series.
Investments in the Portfolio have no pre-emptive or conversion rights and are
fully paid and non-assessable, except as set forth below. The Portfolio is not
required and has no current intention to hold annual meetings of investors, but
the Portfolio will hold special meetings of investors when in the judgment of
the Trustees it is necessary or desirable to submit matters for an investor
vote. Changes in fundamental policies will be submitted to investors for
approval. Investors have under certain circumstances (e.g., upon application and
submission of certain specified documents to the Trustees by a specified number
of investors) the right to communicate with other investors in connection with
requesting a meeting of investors for the purpose of removing one or more
Trustees. Investors also have the right to remove one or more Trustees without a
meeting by a declaration in writing by a specified number of investors. Upon
liquidation of the Portfolio, investors would be entitled to share pro rata in
the net assets of the Portfolio available for distribution to investors.
Registrant incorporates by reference additional information concerning the
Portfolio's capital stock from the sections entitled "Calculating a Fund's Share
Price," "Dividends and Distributions," "Tax Considerations," and "Buying and
Selling Fund Shares" in the Feeder Fund Prospectus.
Each investor in the Portfolio may add to or reduce its investment in the
Portfolio on each Portfolio Business Day. At the Valuation Time, on each such
business day, the value of each investor's beneficial interest in the Portfolio
will be determined by multiplying the NAV of the Portfolio by the percentage,
effective for that day, that represents that investor's share of the aggregate
beneficial interests in the Portfolio. Any additions or withdrawals, which are
to be
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effected on that day, will then be effected. The investor's percentage of the
aggregate beneficial interests in the Portfolio will then be re-computed 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 Valuation Time, on such day
plus or minus, as the case may be, the amount of any additions to or withdrawals
from the investor's investment in the Portfolio effected on such day, and (ii)
the denominator of which is the aggregate NAV of the Portfolio as of the
Valuation Time, on such day plus or minus, as the case may be, the amount of the
net additions to or withdrawals from the aggregate investments in the Portfolio
by all investors in the Portfolio. The percentage so determined will then be
applied to determine the value of the investor's interest in the Portfolio as of
the Valuation Time, on the following business day of the Portfolio.
The Net Income of the Portfolio shall consist of (i) all income accrued, less
the amortization of any premium, on the assets of the Portfolio, less (ii) all
actual and accrued expenses of the Portfolio determined in accordance with
generally accepted accounting principles. Interest income includes discount
earned (including both original issue and market discount) on discount paper
accrued ratably to the date of maturity and any net realized gains or losses on
the assets of the Portfolio. All the Net Income of the Portfolio is allocated
pro rata among the investors in the Portfolio. The Net Income is accrued daily
and distributed monthly to the investors in the Portfolio.
Under the anticipated method of operation of the Portfolio, the Portfolio will
not be subject to any income tax. However, each investor in the Portfolio will
be taxable on its share (as determined in accordance with the governing
instruments of the Portfolio) of the Portfolio's ordinary income and capital
gain in determining its income tax liability. The determination of such share
will be made in accordance with the Internal Revenue Code of 1986, as amended,
and regulations promulgated thereunder.
It is intended that the Portfolio's assets, income and distributions will be
managed in such a way that an investor in the Portfolio will be able to satisfy
the requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended, assuming that the investor invested all of its assets in the Portfolio.
Item 7. Shareholder Information.
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Registrant incorporates by reference information concerning the calculation of
net asset value and valuation of the Portfolio's assets from sections entitled
"Calculating the Fund's Share Price" and "Buying and Selling Fund Shares" in the
Feeder Fund Prospectus.
Beneficial interests in the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. See "General Description of Registrant" above.
An investment in the Portfolio may be made without a sales load. All investments
are made at the NAV next determined if an order is received by the Portfolio by
the designated cutoff time for each accredited investor. The NAV of the
Portfolio is determined on each Portfolio Business Day. Securities are valued at
amortized cost, which the Trustees of the Portfolio have determined in good
faith constitutes fair value for the purposes of complying with the 1940 Act.
This valuation method will continue to be used until such time as the Trustees
of the Portfolio determine that it does not constitute fair value for such
purposes.
There is no minimum initial or subsequent investment in the Portfolio. However,
because the Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the yield on its assets, investments
must be made in Federal funds (i.e., monies credited to the account of the
Portfolio's custodian bank by a Federal Reserve Bank).
An investor in the Portfolio may withdraw all or any portion of its investment
at the net asset value next determined if a withdrawal request in proper form is
furnished by the investor to the Portfolio by the designated cutoff time for
each accredited investor. The proceeds of a withdrawal will be paid by the
Portfolio in Federal funds normally on the Portfolio Business Day the withdrawal
is effected, but in any event within seven days. The Portfolio reserves the
right to pay redemptions in kind. Investments in the Portfolio may not be
transferred.
The right of any investor to receive payment with respect to any withdrawal may
be suspended or the payment of the withdrawal proceeds postponed during any
period in which the NYSE is closed (other than weekends or holidays) or trading
on such Exchange is restricted, or, to the extent otherwise permitted by the
1940 Act, if an emergency exists.
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The Portfolio and ICC Distributors, Inc. ("ICC") reserve the right to cease
accepting investments at any time or to reject any investment order.
The placement agent for the Portfolio is ICC. The principal business address of
ICC and its affiliates is One Portland Square, Portland, Maine 04101. ICC
receives no additional compensation for serving as the placement agent for the
Portfolio.
Registrant incorporates by reference information concerning dividends,
distributions and tax consequences from the sections entitled "Dividends and
Distributions" and "Tax Considerations" in the Feeder Fund prospectus.
Item 8. Distribution Arrangements.
Registrant incorporates by reference information concerning its Master-Feeder
structure from the section entitled "Organizational Structure" in the Feeder
Fund prospectus.
Treasury Money Portfolio
PART B
Item 10. Cover Page and Table of Contents
The Prospectus of the Treasury Money Portfolio (the "Portfolio") dated April 30,
1999, which may be amended from time to time provides the basic information
investors should know before investing. This SAI, which is not a Prospectus, is
intended to provide additional information regarding the activities and
operations of the Portfolio 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 Portfolio
at 1-800-730-1313
TABLE OF CONTENTS
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FUND HISTORY
DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS
MANAGEMENT OF THE FUND
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
INVESTMENT ADVISORY AND OTHER SERVICES
BROKERAGE ALLOCATION AND OTHER PRACTICES
CAPITAL STOCK AND OTHER SECURITIES
PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED
TAXATION OF THE FUND
UNDERWRITERS
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CALCULATION OF PERFORMANCE DATA
FINANCIAL STATEMENTS
Item 11. Fund History.
Treasury Money Portfolio (the "Portfolio") was organized as a trust under the
laws of the State of New York on March 26, 1990.
Item 12. Description of the Fund and its Investment Risks.
The Portfolio is a no-load, diversified, open-end management investment company.
Registrant incorporates by reference information concerning the investment
policies and limitations of the Portfolio from the section entitled "Investment
Objective, Policies and Restrictions" in the Statement of Additional Information
for BT Investment Funds--Treasury Money Fund (File Nos. 33-07404 and 811-4760)
(the "Feeder Fund") (the "Feeder Fund SAI").
Item 13. Management of the Fund.
Registrant incorporates by reference information concerning the management of
the Portfolio from the section entitled "Management of the Trust and Portfolio"
in the Feeder Fund SAI.
Item 14. Control Persons and Principal Holders of Securities.
As of April 1, 1999, Treasury Money Fund and Institutional Treasury Money Fund
(each a "Fund") (series of BT Investment Funds and BT Institutional Funds,
respectively) together owned approximately 100% of the value of the outstanding
interests in the Portfolio.
Each Fund has informed the Portfolio that whenever it is requested to vote on
matters pertaining to the fundamental policies of the Portfolio, the Fund will
hold a meeting of shareholders and will cast its votes as instructed by the
Fund's shareholders. It is anticipated that other registered investment
companies investing in the Portfolio will follow the same or a similar practice.
Item 15. Investment Advisory and Other Services.
Registrant incorporates by reference information concerning the investment
advisory and other services provided for or on behalf of the Portfolio from the
section entitled "Management of the Trust and Portfolio" in the Feeder Fund SAI.
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Item 16. Brokerage Allocation and Other Practices.
Registrant incorporates by reference information concerning the brokerage
allocation and other practices of the Portfolio from the section entitled
"Investment Objective, Policies, and Restrictions--Portfolio Transactions" in
the Feeder Fund SAI.
Item 17. Capital Stock and Other Securities.
Under the Declaration of Trust, the Trustees are authorized to issue beneficial
interests in the Portfolio. Investors are entitled to participate pro rata in
distributions of taxable income, loss, gain and credit of the Portfolio. Upon
liquidation or dissolution of the Portfolio, investors are entitled to share pro
rata in the Portfolio's net assets available for distribution to its investors.
Investments in the Portfolio have no preference, preemptive, conversion or
similar rights and are fully paid and nonassessable, except as set forth below.
Investments in the Portfolio may not be transferred. Certificates representing
an investor's beneficial interest in the Portfolio are issued only upon the
written request of an investor.
Each investor is entitled to a vote in proportion to the amount of its
investment in the Portfolio. Investors in the Portfolio do not have cumulative
voting rights, and investors holding more than 50% of the aggregate beneficial
interest in the Portfolio may elect all of the Trustees of the Portfolio if they
choose to do so and in such event the other investors in the Portfolio would not
be able to elect any Trustee. The Portfolio is not required and has no current
intention to hold annual meetings of investors but the Portfolio will hold
special meetings of investors when in the judgment of the Portfolio's Trustees
it is necessary or desirable to submit matters for an investor vote. No material
amendment may be made to the Portfolio's Declaration of Trust without the
affirmative majority vote of investors (with the vote of each being in
proportion to the amount of their investment).
The Portfolio may enter into a merger or consolidation, or sell all or
substantially all of its assets, if approved by the vote of two-thirds of its
investors (with the vote of each being in proportion to their respective
percentages of the beneficial interests in the Portfolio), except that if the
Trustees of the Portfolio recommend such sale of assets, the approval by vote of
a majority of the investors (with the vote of each being in
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proportion to their respective percentages of the beneficial interests of the
Portfolio) will be sufficient. The Portfolio may also be terminated (i) upon
liquidation and distribution of its assets, if approved by the vote of
two-thirds of its investors (with the vote of each being in proportion to the
amount of their investment), or (ii) by the Trustees of the Portfolio by written
notice to its investors.
The Portfolio is organized as a trust under the laws of the State of New York.
Investors in the Portfolio will be held personally liable for its obligations
and liabilities, subject, however, to indemnification by the Portfolio in the
event that there is imposed upon an investor a greater portion of the
liabilities and obligations of the Portfolio than its proportionate beneficial
interest in the Portfolio. The Declaration of Trust also provides that the
Portfolio shall maintain appropriate insurance (for example, fidelity bonding
and errors and omissions insurance) for the protection of the Portfolio, its
investors, Trustees, officers, employees and agents covering possible tort and
other liabilities. Thus, the risk of an investor incurring financial loss on
account of investor liability is limited to circumstances in which both
inadequate insurance existed and the Portfolio itself was unable to meet its
obligations.
The Declaration of Trust further provides that obligations of the Portfolio are
not binding upon the Trustees individually but only upon the property of the
Portfolio and that the Trustees will not be liable for any action or failure to
act, but nothing in the Declaration of Trust protects a Trustee against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
The Portfolio reserves the right to create and issue a number of series, in
which case investments in each series would participate equally in the earnings
and assets of the particular series. Investors in each series would be entitled
to vote separately to approve advisory agreements or changes in investment
policy, but investors of all series may vote together in the election or
selection of Trustees, principal underwriters and accountants for the Portfolio.
Upon liquidation or dissolution of the Portfolio, the investors in each series
would be entitled to share pro rata in the net assets of their respective series
available for distribution to investors.
Item 18. Purchase, Redemption and Pricing of Shares.
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Beneficial interests in the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the Securities Act of 1933, as amended. Item 7 "Shareholder
Information" and in Part A of this Registration Statement.
Registrant incorporates by reference information concerning the method followed
by the Portfolio in determining its net asset value and the timing of such
determinations form the section entitled "Net Asset Value" in the Feeder Fund
SAI.
Item 19. Taxation of the Fund.
Registrant incorporates by reference information concerning the taxation of the
Portfolio from the section entitled "Taxes" in the Feeder Fund SAI.
It is intended that the Portfolio's assets, income and distributions will be
managed in such a way that an investor in the Portfolio will be able to satisfy
the requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended, assuming that the investor invested all of its assets in the Portfolio.
There are certain tax issues that will be relevant to only certain of the
investors in the Portfolio. All investors are advised to consult their own tax
advisors as to the tax consequences of an investment in the Portfolio.
Item 20. Underwriters.
The placement agent for the Portfolio is ICC Distributors, Inc., which receives
no additional compensation for serving in this capacity. Investment companies,
insurance company separate accounts, common and commingled trust funds and
similar organizations and entities may continuously invest in the Portfolio.
Item 21. Calculation of Performance Data.
Not applicable.
Item 22. Financial Statements.
The Portfolio's financial statements are hereby incorporated by reference from
the Annual Report for BT Investment Funds,
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Treasury Money Fund, dated December 31, 1998 (File Nos. 33-07404 and 811-4760).
PART C. OTHER INFORMATION.
Responses to Items 23(e) and (i) - (k) have been omitted pursuant to paragraph
2(b) of Instruction B of the General Instructions to Form N-1A.
Item 23. Exhibits.
(a) (1) Amended and Restated Declaration of Trust dated April 1, 1990; 3
(2) Amendment dated November 30, 1990 of Amended and Restated
Declaration of Trust--filed herewith;
(b) By-Laws dated March 26, 1990; 3
(c) Not applicable;
(d) Investment Advisory Agreement between the
Registrant and Bankers Trust Company ("Bankers
Trust") dated April 23, 1990; 3
(f) Not applicable;
(g) (1) Custodian Agreement between the Registrant and Bankers Trust dated
July 1, 1996; 5
(2) Cash Services Addendum, dated December 18, 1997, to Custodian
Agreement dated Agreement dated July 1, 1996--filed herewith;
(h) (1) Administration and Services Agreement between the Registrant and
Bankers Trust dated April 29, 1992; 2
(2) Exclusive Placement Agent Agreement between Bankers Trust and ICC
Distributors, Inc. dated August 11, 1998 -- filed herewith;
(l) Investment representation letters of initial investors; 1
(m) Not applicable;
(n) Financial data schedule--filed herewith;
(o) Not applicable.
1. Previously filed on July 20, 1990.
2. Previously filed on April 30, 1993.
3. Response is incorporated by reference to Registrant's
Amendment No. 9 on Form N-1A filed April 24, 1996.
4. Response is incorporated by reference to Registrant's Amendment No. 10 on
Form N-1A filed on March 19, 1997.
5. Response is incorporated by reference to Registrant's Amendment No. 11 on
Form N-1A filed on May 8, 1997.
Item 24. Persons Controlled by or under Common Control with the Fund.
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None
Item 25. Indemnification.
Response is incorporated by reference to Registrant's Amendment No.
9 on Form N-1A filed on April 24, 1996.
Item 26. Business and Other Connections of Investment Adviser.
Bankers Trust serves as investment adviser to the Portfolio. Bankers Trust, a
New York banking corporation, is a wholly owned subsidiary of Bankers Trust
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 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 Corporation. Set forth below are the names and principal
businesses of the directors and officers of Bankers Trust who are engaged in any
other business, profession, vocation or employment of a substantial nature.
Lee A. Ault III, 62
Director, Bankers Trust and Bankers Trust Corporation since 1997; Private
Investor; Former Chairman and Chief Executive Officer, Telecredit, Inc.; and
Director, Equifax, Inc., Office Depot, Inc., Sunrise Medical Inc. and Pacific
Crest Outward Bound School.
Neil R. Austrian, 59
Director, Bankers Trust and Bankers Trust Corporation since 1997; President and
Chief Operating Officer, National Football League; Director, Rafac Technology
and Office Depot, Inc.; and Trustee of Swarthmore College.
George B. Beitzel, 70
Director, Bankers Trust and Bankers Trust Corporation since 1977; Retired Senior
Vice President and Director, International Business Machines Corporation;
Director, Computer Task Group, Phillips Petroleum Company, and Staff Leasing;
and Chairman Emeritus, Amherst College and Colonial Williamsburg Foundation.
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Mark Bieler, 53
Executive Vice President, Bankers Trust Corporation since 1987; Managing
Director, Bankers Trust since 1992; Executive Vice President, Bankers Trust
1987-1992; and Senior Vice President and head of the Human Resources Department
since 1985.
Mary Cirillo, 51
Executive Vice President, Bankers Trust Corporation and Managing Director,
Bankers Trust since June 1997. Ms. Cirillo formerly held many positions in her
20-year career at Citicorp, including division executive from 1989 to 1992;
senior corporate officer for the business evaluation and corporate
re-engineering unit from 1993 to 1994; and Senior Vice President of Global
Finance Operations and Technology from 1994 to 1997.
She is head of Bankers Trust's Global Institutional Services business.
Richard H. Daniel, 52
Vice Chairman and Chief Financial Officer (Principal Financial Officer), Bankers
Trust Corporation and Bankers Trust since 1996; Vice Chairman, Bankers Trust
Corporation since April 1997; Controller, Bankers Trust Corporation and Bankers
Trust from 1996 to July 1998; Executive Vice President, Bankers Trust
Corporation from 1996 to April 1997; Vice Chairman, Bankers Trust since
September 1997; Managing Director, Bankers Trust from 1996 to September 1997.
Mr. Daniel formerly held the positions of chief financial officer of Federal
Home Loan Mortgage Corporation from 1994 to 1996, and executive vice president
and director of financial analysis and planning at BankAmerica Corporation from
1987 to 1994.
Yves C. de Balmann, 52
Vice Chairman, Bankers Trust Corporation since April 1997; Senior Vice
President, Bankers Trust Corporation from 1995 to 1997; Managing Director,
Bankers Trust from 1988 to September 1997; and Co-Chairman and Co-Chief
Executive Officer, BT Alex. Brown Incorporated.
Robert A. Ferguson, 53
Executive Vice President, Bankers Trust Corporation since April 1997; Senior
Vice President, Bankers Trust Corporation from 1995 to 1997; Managing Director,
Bankers Trust since 1985 and Bankers Trust Australia Limited since 1986.
Phillip A. Griffiths, 60
Director, Bankers Trust and Bankers Trust Corporation since 1994; Director,
Institute for Advanced Study; Chairman,
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Committee on Science, Engineering and Public Policy of the National Academies of
Sciences and Engineering & the Institute of Medicine; Member, National Academy
of Sciences, American Academy of Arts and Sciences and American Philosophical
Society; 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; and Former Member of the
board of directors, Research Triangle Institute.
Duncan P. Hennes, 42
Executive Vice President, Bankers Trust Corporation since September 1998;
Treasurer, Bankers Trust Corporation and Bankers Trust since September 1998;
Senior Vice President, Bankers Trust Corporation from 1990 to 1998; Managing
Director, Bankers Trust since 1990. Mr. Hennes is head of Bankers Trust's
Trading and Sales business and responsible for Treasury/Funding and Arbitrage.
William R. Howell, 63
Director, Bankers Trust and Bankers Trust Corporation since 1986; Chairman
Emeritus, J.C. Penney Company, Inc.; Director, Exxon Corporation, Halliburton
Company, Warner-Lambert Company, Williams, Inc., Central & South West Corp., and
the National Retail Federation; and Chairman, Southern Methodist University
Board of Trustees.
Vernon E. Jordan, Jr., 63
Director, Bankers Trust and Bankers Trust Corporation since 1972; Senior
Partner, Akin, Gump, Strauss, Hauer & Feld, LLP, Attorneys-at-law, Washington,
D.C. and Dallas, Texas; Former President, National Urban League, Inc.; Director,
American Express Company, Chancellor Media Corporation, Dow Jones, Inc., J.C.
Penney Company, Inc., Revlon Group Incorporated, Ryder System, Inc., Sara Lee
Corporation, Union Carbide Corporation and Xerox Corporation; and Trustee, The
Ford Foundation and Howard University.
Eugene A. Ludwig, 52
Vice Chairman, Bankers Trust Corporation and Bankers Trust since May 1998. Mr.
Ludwig formerly held the positions of Comptroller of the Currency of the United
States from 1993 to April 1998, Chairman of the Federal Financial Institutions
Examination Council, Chairman of Neighborhood Housing Services, and director of
the Federal Deposit Insurance Corporation. Mr. Ludwig is head of the Control
Committee and Capital Commitment Committee and responsible for risk and control,
legal, regulatory and other
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governmental issues central to implementing global strategies in securities
underwriting, lending and related businesses. In addition, Mr. Ludwig is
responsible for the Firm's corporate responsibility area.
Joseph A. Manganello, Jr., 63
Executive Vice President and Chief Credit Officer, Bankers Trust Corporation
since 1988; Managing Director of Bankers Trust since 1992; and Chief Credit
Officer of Bankers Trust since 1984; Executive Vice President of Bankers Trust
1982-1992; Department Head of the United States Department of Bankers Trust
prior to 1984. He is in charge of the Credit Risk Management Department.
I. David Marshall, 52
Executive Vice President and Chief Information Officer of Bankers Trust
Corporation and Managing Director and Chief Information Officer of Bankers Trust
since October 1996. Mr. Marshall formerly held the positions of executive vice
president and chief information officer of Canadian Imperial Bank of Commerce
from June 1995 to October 1996; group executive for Information Systems &
Operations and a member of the Executive Committee at Unitel Communications,
Inc., the operating arm of AT&T in Canada from 1993 to 1995; and from 1977 to
1993 he served with the Canadian Government consecutively as assistant auditor
general; assistant deputy minister, Information Technology for Revenue Canada
and assistant deputy minister, Information Technology for Employment and
Immigration Canada.
Hamish Maxwell, 72
Director of Bankers Trust and Bankers Trust Corporation since 1984; Retired
Chairman and Chief Executive Officer, Philip Morris Companies Inc.; Director,
Sola International Inc., and Chairman, WPP Group plc.
Rodney A. McLauchlan, 45
Executive Vice President, Bankers Trust Corporation since April 1997; Senior
Vice President, Bankers Trust Corporation from 1992 to April 1997; Managing
Director, BT Alex. Brown since September 1997; Managing Director, BT Securities
Corporation from 1995 to 1997; Managing Director, Bankers Trust from 1987 to
1995. As of 1998, he is Chairman of the Global Banking Group and is head of
Bankers Trust's Latin American Investment Banking business. Mr. McLauchlan also
chairs the Latin American and Asian Advisory Boards and the Client Committee.
Frank N. Newman, 56
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Director, Bankers Trust and Bankers Trust Corporation since 1995; Chairman of
the Board, Chief Executive Officer and President, Bankers Trust and Bankers
Trust Corporation; Former Deputy Secretary, United States Treasury; Former Vice
Chairman of the Board and Director, BankAmerica Corporation and Bank of America
NT&SA; Director, Dow Jones, Inc.; Trustee, Carnegie Hall; and Member, Board of
Overseers, Joan & Sanford I Weill Medical College and Joan & Sanford I. Weill
Graduate School of Medical Sciences of Cornell University.
N.J. Nicholas Jr., 59
Director of Bankers Trust and Bankers Trust Corporation since 1989; Investor;
Former Co-chief Executive Officer of Time Warner Inc. Director, Boston
Scientific Corporation, Priceline.com Inc. and Xerox Corporation.
Russell E. Palmer, 64
Director, Bankers Trust and Bankers Trust Corporation since 1988; Chairman and
Chief Executive Officer, The Palmer Group; Former Dean, The Wharton School,
University of Pennsylvania; Former Chief Executive Officer, Touche Ross & Co.
(now Deloitte & Touche). Director, Allied-Signal Inc., Federal Home Loan
Mortgage Corporation, GTE Corporation, The May Department Stores Company and
Safeguard Scientifics, Inc.; and Trustee, the University of Pennsylvania.
Mayo A. Shattuck III, 44
Vice Chairman, Bankers Trust Corporation since September 1997. He formerly held
the positions of President and Chief Operating Officer of Alex. Brown
Incorporated from 1991 to September 1997. He is Co-Chairman and Co-Chief
Executive Officer of BT Alex. Brown Incorporated.
Donald L. Staheli, 67
Director, Bankers Trust and Bankers Trust Corporation since 1996;Retired
Chairman of the Board and Chief Executive Officer, Continental Grain Company;
Director, Continental Grain Company, ContiFinancial Corporation, Prudential
Insurance Company of America and America's Promise; and Chairman, The Points of
The Light Foundation.
Patricia Carry Stewart, 70
Director, Bankers Trust and Bankers Trust Corporation since 1977; Former Vice
President, The Edna McConnell Clark Foundation (a charitable foundation); Chair,
Community Foundation for Palm Beach and Martin Counties; Trustee Emerita,
Cornell University; and a life member, Board of Overseers, Joan & Sanford I
Weill
<PAGE>
Medical College and Joan & Sanford I. Weill Graduate School of Medical Sciences
of Cornell University.
G. Richard Thoman, 54
Director, Bankers Trust and Bankers Trust Corporation since 1997; President,
Chief Operating Officer and Director, DaimlerChrysler AG, Union Bancaire Privee
(Switzerland), General Electric Investments Equity Advisory Board, Yale School
of Management Advisory Board, Fletcher School of Law and Diplomacy Advisory
Board, the INSEAD U.S. Advisory Board and The Americas Society; President, Chief
Executive Officer and Director, Fuji Xerox Corporation, Ltd.; and Member,
Council on Foreign Relations.
George J. Vojta, 63
Director, Bankers Trust and Bankers Trust Corporation since 1997; Vice Chairman
of the Board, Bankers Trust and Bankers Trust Corporation; Director, Alicorp,
S.A., Globeset and Private Export Funding Corp.; Member, New York State Banking
Board; Vice Chairman of the Board of Trustees, St. Luke's-Roosevelt Hospital
Center; Partner, New York City Partnership; Chairman, Wharton Financial Services
Center; and Member, Bretton Woods Committee.
Paul A. Volcker, 71
Director, Bankers Trust and Bankers Trust Corporation since 1996; Former
Chairman and Chief Executive Officer, Wolfensohn & Co., Inc.; Former Chairman,
Board of Governors of the Federal Reserve System; Director, Nestle S.A.,
Prudential Insurance Company of America, American Council on Germany, Council on
Foreign Relations and The Japan Society; Trustee, The American Assembly; and
Member, the advisory boards of several international corporations.
Melvin A. Yellin, 56
Executive Vice President and General Counsel, Bankers Trust Corporation and
Managing Director and General Counsel of Bankers Trust since 1996; Senior Vice
President (Chief Legal Officer), Bankers Trust Corporation and Managing Director
(Chief Legal Officer) of Bankers Trust since 1995; Managing Director and Deputy
General Counsel, Bankers Trust from 1992 to 1995; Vice President and Counsel,
Bankers Trust from 1981 to 1992. He is in charge of the Legal Department.
* Certain of the executive officers held the Senior Managing Director title for
a portion of 1996 and 1997. Bankers Trust eliminated the title effective January
1, 1998 and reverted to
<PAGE>
the use of the Managing Director title as the most senior title below that of
Vice Chairman.
Item 27. Principal Underwriters.
Not applicable.
ITEM 28. Location of Accounts and Records.
Registrant: BT Alex. Brown
One South Street
Baltimore, MD 21202
Bankers Trust Company: 130 Liberty Street
New York, NY 10006
Investors Fiduciary 127 West 10th Street,
Trust Company: Kansas City, MO 64105.
ICC Distributors, Inc.: One Portland Square
Portland, ME 04101
Item 29. Management Services.
Not applicable.
Item 30. Undertakings.
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant, TREASURY MONEY PORTFOLIO, has duly caused this Amendment No. 13 to
its Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Baltimore and the State of
Maryland on the 26th day of April, 1999.
TREASURY MONEY PORTFOLIO
By:/s/ Daniel O. Hirsch
-----------------------
Daniel O. Hirsch, Secretary
April 26, 1999
Exhibit (a)(1)
Page 1 of 2
TREASURY MONEY PORTFOLIO
Amendment of Amended and Restated
Declaration of Trust
--------------------
The undersigned, being a majority of the Trustees of Treasury Money Portfolio, a
trust established under the laws of the State of New York pursuant to an Amended
and Restated Declaration of Trust dated as of April 1, 1990 (the "Declaration of
Trust"), pursuant to Section 10.4(a) of the Declaration of Trust, hereby cure an
omission and ambiguity in the Declaration of Trust by adding the words "and
terminated" into the first sentence of Section 10.3 of the Declaration of Trust
such that the sentence reads in it entirety:
"Upon the withdrawal, resignation, retirement, bankruptcy or expulsion of any
Holder, the Trust shall be dissolved and terminated effective 120 days after the
event."
IN WITNESS WHEREOF, the undersigned have caused these presents to be executed as
of November 30, 1990.
/s/ Philip Coolidge
As Trustee, and not individually
---------------------------------
As Trustee, and not individually
<PAGE>
Exhibit (a)(2)
Page 2 of 2
TREASURY MONEY PORTFOLIO
Amendment of Amended and Restated
Declaration of Trust
--------------------
The undersigned, being a majority of the Trustees of Treasury Money Portfolio, a
trust established under the laws of the State of New York pursuant to an Amended
and Restated Declaration of Trust dated as of April 1, 1990 (the "Declaration of
Trust"), pursuant to Section 10.4(a) of the Declaration of Trust, hereby cure an
omission and ambiguity in the Declaration of Trust by adding the words "and
terminated" into the first sentence of Section 10.3 of the Declaration of Trust
such that the sentence reads in it entirety:
"Upon the withdrawal, resignation, retirement, bankruptcy or expulsion of any
Holder, the Trust shall be dissolved and terminated effective 120 days after the
event."
IN WITNESS WHEREOF, the undersigned have caused these presents to be executed as
of November 30, 1990.
/s/ S. Leland Dill
As Trustee, and not individually
---------------------------------
As Trustee, and not individually
Exhibit g(2)
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 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
<PAGE>
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
August 11, 1998
ICC Distributors, Inc.
Two Portland Square
Portland, ME 04101
Ladies and Gentlemen:
Re: Exclusive Placement Agent Agreement
-----------------------------------
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned open-end management investment companies (each a
"Trust" and collectively, the "Trusts") registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), each organized as a business trust
under the laws of the State of New York, has agreed that ICC Distributors, Inc.,
a Delaware corporation ("ICC"), shall be the exclusive placement agent (the
"Exclusive Placement Agent") of beneficial interests ("Trust Interests") of each
series of the respective Trusts.
1. Services as Exclusive Placement Agent.
--------------------------------------
1.1 ICC will act as Exclusive Placement Agent of the Trust Interests. In acting
as Exclusive Placement Agent under this Exclusive Placement Agent Agreement,
neither ICC nor its employees or any agents thereof shall make any offer or sale
of Trust Interests in a manner which would require the Trust Interests to be
registered under the Securities Act of 1933, as amended (the "1933 Act").
1.2 All activities by ICC and its agents and employees as Exclusive Placement
Agent of Trust Interests shall comply with all applicable laws, rules and
regulations of any U.S. governmental authority, including, without limitation,
all rules and regulations adopted pursuant to the 1940 Act by the Securities and
Exchange Commission (the "Commission").
1.3 Nothing herein shall be construed to require a Trust to accept any offer to
purchase any Trust Interests, all of which shall be subject to approval by the
Trust's Board of Trustees or their delegates.
<PAGE>
1.4 The Trusts shall furnish from time to time for use in connection with the
sale of Trust Interests such information with respect to the Trust and Trust
Interests as ICC may reasonably request. The Trusts shall prepare and furnish,
at their own cost and expense, all offering documents to be used by the
Exclusive Placement Agent to offer Trust Interests including, without
limitation, the Confidential Private Placement Memorandum, the Confidential
Statement of Additional Information, and the Subscription Agreement
(collectively, the "Approved Offering Documents"). The Trusts shall also furnish
ICC upon request with: (a) unaudited semiannual statements of the Trust's books
and accounts prepared by the Trust, and (b) from time to time such additional
information regarding the Trust's financial or regulatory condition as ICC may
reasonably request.
1.5 Each Trust represents to ICC that all registration statements filed by the
Trust with the Commission under the 1940 Act with respect to Trust Interests
have been prepared in conformity with the requirements of such statute and the
rules and regulations of the Commission thereunder. As used in this Agreement
the term "registration statement" shall mean any registration statement filed
with the Commission, as modified by any amendments thereto that at any time
shall have been filed with the Commission by or on behalf of a Trust. Each Trust
represents and warrants to ICC that any registration statement will contain all
statements required to be stated therein in conformity with both such statute
and the rules and regulations of the Commission; that all statements of fact
contained in any registration statement will be true and correct in all material
respects at the time of filing of such registration statement or amendment
thereto; and that no registration statement will include an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading to a purchaser of
Trust Interests. The Trusts may but shall not be obligated to propose from time
to time such amendment to any registration statement as in the light of future
developments may, in the opinion of the Trust's counsel, be necessary or
advisable. If a Trust shall not propose such amendment and/or supplement within
fifteen days after receipt by the Trust of a written request from ICC to do so,
ICC may, at its option, terminate this Agreement. The Trusts shall not file any
amendment to any registration statement without giving ICC reasonable notice
thereof in advance; provided, however, that nothing contained in this Agreement
shall in any way limit a Trust's right to file at any time such amendment to any
registration statement as the
<PAGE>
Trust may deem advisable, such right being in all respects absolute and
unconditional.
1.6 Each Trust severally agrees to indemnify, defend and hold ICC, its several
officers and directors, and any person who controls ICC within the meaning of
Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934
(the "1934 Act") (for purposes of this paragraph 1.6, collectively, the "Covered
Persons") free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any counsel fees incurred in connection
therewith) which any Covered Person may incur under the 1933 Act, the 1934 Act,
the laws or regulations of any U.S. or foreign governmental authority, common
law, or otherwise, but only to the extent that such liability or expense
incurred by a Covered Person resulting from such claims or demands shall arise
out of or be based on (i) any untrue statement of a material fact contained in
Approved Offering Documents or other offering material from time to time
furnished by or on behalf of the Trust ("Offering Material") or (ii) any
omission to state a material fact required to be stated in any Offering Material
or necessary to make the statements in any Offering Material not misleading;
provided, however, that each Trust's agreement to indemnify Covered Persons
shall not be deemed to cover any claims, demands, liabilities or expenses
arising out of any financial and other statements as are furnished in writing to
the Trust by ICC in its capacity as Exclusive Placement Agent for use in the
answers to any items of any registration statement or in any statements made in
any Offering Material, or arising out of or based on any omission or alleged
omission to state a material fact in connection with the giving of such
information required to be stated in such answers or necessary to make the
answers not misleading; and further provided that each Trust's agreement to
indemnify ICC and each Trust's representation and warranties hereinbefore set
forth in paragraph 1.5 shall not be deemed to cover any liability to the Trust
or its investors to which a Covered Person would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of a Covered Person's reckless disregard of its obligations
and duties under this Agreement. A Trust shall be notified of any action brought
against a Covered Person, such notification to be given by letter or by telegram
addressed to the Trust, Federated Investors Tower, 1001 Liberty Avenue,
Pittsburgh, PA 15222-3779, Attention: Secretary, with a copy to Burton M.
Leibert, Esq., Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd
<PAGE>
Street, New York, NY 10022, promptly after the summons or other first legal
process shall have been duly and completely served upon such Covered Person. The
failure to so notify a Trust of any such action shall not relieve the Trust (i)
from any liability except to the extent the Trust shall have been prejudiced by
such failure, or (ii) from any liability that the Trust may have to the Covered
Person against whom such action is brought by reason of any such untrue or
alleged untrue statement, or omission or alleged omission, otherwise than on
account of the Trust's indemnity agreement contained in this paragraph. Each
Trust will be entitled to assume the defense of any suit brought to enforce any
such claim, demand or liability, but in such case such defense shall be
conducted by counsel of good standing chosen by the Trust and approved by ICC,
which approval shall not be unreasonably withheld. In the event a Trust elects
to assume the defense in any such suit and retain counsel of good standing
approved by ICC, the defendant or defendants in such suit shall bear the fees
and expenses of any additional counsel retained by any of them; but in case a
Trust does not elect to assume the defense of any such suit, or in case ICC
reasonably does not approve of counsel chosen by the Trust, the Trust will
reimburse the Covered Person named as defendant in such suit, for the fees and
expenses of any counsel retained by ICC or the Covered Persons. Each Trust's
indemnification agreement contained in this paragraph and each Trust's
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
Covered Persons, and shall survive the delivery of any Trust Interests. This
agreement of indemnity will inure exclusively to Covered Persons and their
successors. Each Trust agrees to notify ICC promptly of the commencement of any
litigation or proceedings against the Trust or any of its officers or Trustees
in connection with the issue and sale of any Trust Interests.
1.7 ICC agrees to indemnify, defend and hold each Trust, its several officers
and trustees, and any person who controls a Trust within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act (for purposes of this paragraph
1.7, collectively, the "Covered Persons") free and harmless from and against any
and all claims, demands, liabilities and expenses (including the costs of
investigating or defending such claims, demands, liabilities and any counsel
fees incurred in connection therewith) that Covered Persons may incur under the
1933 Act, the 1934 Act, common law, or otherwise, but only to the extent that
such liability or expense incurred by a Covered Person resulting from such
claims or demands shall arise out of or be
<PAGE>
based on (i) any untrue statement or a material fact contained in information
furnished in writing by ICC in its capacity as Exclusive Placement Agent to the
Trusts for use in the answers to any of the items of any registration statement
or in any statements in any other Offering Material, or (ii) any omission to
state a material fact in connection with such information furnished in writing
by ICC to a Trust required to be stated in such answers or necessary to make
such information not misleading. ICC shall be notified of any action brought
against a Covered Person, such notification to be given by letter or telegram
addressed to ICC at Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh,
PA 15222-3779, Attention: Secretary, promptly after the summons or other first
legal process shall have been duly and completely served upon such Covered
Person. The failure to so notify ICC of any such action shall not relieve ICC
(i) from any liability except to the extent a Trust shall have been prejudiced
by such failure, or (ii) from any liability that ICC may have to the Covered
Person against whom such action is brought by reason of any such untrue or
alleged untrue statement, or omission or alleged omission, otherwise than on
account of ICC's indemnity agreement contained in this paragraph. ICC will be
entitled to assume the defense of any suit brought to enforce any such claim,
demand or liability, but in such case such defense shall be conducted by counsel
of good standing chosen by ICC and approved by the Trust, which approval shall
not be unreasonably withheld. In the event that ICC elects to assume the defense
in any such suit and retain counsel of good standing approved by a Trust, the
defendant or defendants in such suit shall bear the fees and expenses of any
additional counsel retained by any of them; but in case ICC does not elect to
assume the defense of any such suit, or in case a Trust reasonably does not
approve of counsel chosen by ICC, ICC will reimburse the Covered Person named as
defendant in such suit, for the fees and expenses of any counsel retained by the
Trust or the Covered Persons. ICC's indemnification agreement contained in this
paragraph and ICC's representations and warranties in this Agreement shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of Covered Persons, and shall survive the delivery of any
Trust Interests. This agreement of indemnity will inure exclusively to Covered
Persons and their successors. ICC agrees to notify each Trust promptly of the
commencement of any litigation or proceedings against ICC or any of its officers
or directors in connection with the issue and sale of any Trust Interests.
<PAGE>
1.8 No Trust Interests shall be offered by either ICC or the Trusts under any of
the provisions of this Agreement and no orders for the purchase or sale of Trust
Interests hereunder shall be accepted by the Trusts if and so long as the
effectiveness of the registration statement or any necessary amendments thereto
shall be suspended under any of the provisions of the 1940 Act; provided,
however, that nothing contained in this paragraph shall in any way restrict or
have an application to or bearing on a Trust's obligation to redeem Trust
Interests from any investor in accordance with the provisions of the Trust's
registration statement or Declaration of Trust, as amended from time to time.
Each Trust shall notify ICC promptly of the suspension of its registration
statement or any necessary amendments thereto, such notification to be given by
letter or telecopy addressed to ICC at Federated Investors Tower. 1001 Liberty
Avenue, Pittsburgh, PA 15222-3779, Attention: Secretary.
1.9 Each Trust agree to advise ICC as soon as reasonably practical by a notice
in writing delivered to ICC or its counsel:
(a) of any request by the Commission for amendments to the registration
statement men m effect or for additional information;
(b) in the event of the issuance by the Commission of any stop order suspending
the effectiveness of the registration statement then in effect or the initiation
by service of process on a Trust of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statements of a material
fact made in the registration statement then in effect or that requires the
making of a change in such registration statement in order to make the
statements therein not misleading; and
(d) of all action of the Commission with respect to any amendment to any
registration statement that may from time to time be filed with the Commission.
For purposes of this paragraph 1.9, informal requests by or acts of the Staff of
the Commission shall not be deemed actions of or requests by the Commission.
1.10 ICC agrees on behalf of itself and its employees to treat confidentially
and as proprietary information of the Trusts all
<PAGE>
records and other information not otherwise publicly available relative to the
Trusts and their respective prior, present or potential investors and not to use
such records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by a Trust, which approval shall not be unreasonably
withheld and may not be withheld where ICC may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by a Trust.
1.11 In addition to ICC's duties as Exclusive Placement Agent, the Trusts
understand that ICC may, in its discretion, perform additional functions in
connection with transactions in Trust Interests.
The processing of Trust Interest transactions may include, but is not limited
to, compilation of all transactions from ICC's various offices; creation ora
transaction tape and timely delivery of it to the Trusts' transfer agent for
processing; reconciliation of all transactions delivered to the Trusts' transfer
agent; and the recording and reporting of these transactions executed by the
Trusts' transfer agent in customer statements; rendering of periodic customer
statements; and the reporting of IRS Form 1099 information at year end if
required.
ICC may also provide other investor services, such as communicating with Trust
investors and other functions in administering customer accounts for Trust
investors.
ICC understands that these services may result in cost savings to the Trusts or
to the Trusts' investment manager and neither the Trusts nor the Trusts'
investment manager will compensate ICC for all or a portion of the costs
incurred in performing functions in connection with transactions in Trust
Interests. Nothing herein is intended, nor shall be construed, as requiring ICC
to perform any of the foregoing functions.
1.12 Except as set forth in paragraph 1.6 of this Agreement, the Trusts shall
not be liable to ICC or any Covered Persons as defined in paragraph 1.6 for any
error of judgment or mistake of law or for any loss suffered by ICC in
connection with the matters to which this Agreement relates, except a loss
resulting from the willful misfeasance, bad faith or gross negligence on the
part of a Trust in the performance of its duties or from reckless disregard by a
Trust of its obligations and duties under this Agreement.
<PAGE>
1.13 Except as set forth in paragraph 1.7 of this Agreement, ICC shall not be
liable to any Trust or any Covered Persons as defined in paragraph 1.7 for any
error of judgment or mistake of law or for any loss suffered by a Trust in
connection with the matters to which this Agreement relates, except a loss
resulting from the willful misfeasance, bad faith or gross negligence on the
part of ICC in the performance of its duties or from reckless disregard by ICC
of its obligations and duties under this Agreement.
2. Term.
----
This Agreement shall become effective on the date first written above and,
unless sooner terminated as provided herein, shall continue until one year from
the date first written above, and thereafter shall continue automatically for
successive annual periods, provided such continuance is specifically approved at
least annually with respect to each Trust by (i) each Trust's Board of Trustees
or (ii) by a vote of a majority (as defined in the 1940 Act) of each Trust's
outstanding voting securities, provided that in either event the continuance is
also approved by the majority of the Trust's Trustees who are not interested
persons (as defined in the 1940 Act) of the Trust and who have no direct or
indirect financial interest in this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement is
terminable without penalty, on not less than 60 days' notice, by the Board, by a
vote of a majority (as defined in the 1940 Act) of a Trust's outstanding voting
securities, or by ICC. This Agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act and the rules thereunder).
3. Representations and Warranties.
-------------------------------
ICC and each Trust each hereby represents and warrants to the other that it has
all requisite authority to enter into, execute, deliver and perform its
obligations under this Agreement and that, with respect to it, this Agreement is
legal, valid and binding, and enforceable in accordance with its terms.
4. Activities of ICC.
------------------
Except to the extent necessary to perform ICC's obligations hereunder, nothing
herein shall be deemed to limit or restrict ICC's right, or the right of any of
ICC's officers, directors or employees who may also be a trustee, officer or
employee of the
<PAGE>
Trusts, or persons otherwise affiliated persons of the Trusts to engage in any
other business or to devote time and attention to the management or other
aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, trust, firm, individual or
association.
5. Concerning Applicable Provisions of Law, etc.
---------------------------------------------
This Agreement shall be subject to all applicable provisions of law, including
the applicable provisions of the 1940 Act and to the extent that any provisions
herein contained conflict with any such applicable provisions of law, the latter
shall control.
The laws of the State of New York shall, except to the extent that any
applicable provisions of Federal law shall be controlling, govern the
construction, validity and effect of this Agreement, without reference to
principles of conflicts of law.
The undersigned officer of each Trust has executed this Agreement not
individually, but as President under each Trust's Declaration of Trust, as
amended. Pursuant to the Declaration of Trust, the obligations of this Agreement
are not binding upon any of the Trustees or investors of the Trust individually,
but bind only the trust estate.
If the correct set forth herein is acceptable to you, please so indicate by
executing the enclosed copy of this Agreement and returning the same to the
undersigned, whereupon this Agreement shall constitute a binding contract
between the parties hereto effective at the closing of business on the date
hereof.
6. Miscellaneous.
--------------
(a) No provisions of this Agreement may be amended or modified in any manner
except by a written agreement properly authorized and executed by both parties
hereto.
(b) If any part, term or provision of this Agreement is held to be illegal, in
conflict with any law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
<PAGE>
(c) This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
(d) Section headings in this Agreement are included for convenience only and are
not to be used to construe or interpret this Agreement.
(e) Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
(f) The terms "vote of a majority of the outstanding voting interests,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the Act to the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment," respectively.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed all as of the day and year first above written.
Very truly yours,
By: /s/Jay S. Neuman
Jay S. Neuman
Secretary, on behalf of the
Trusts listed on Exhibit A hereto
Accepted:
ICC Distributors, Inc.
By: /s/David I. Goldstein
David I. Goldstein
Secretary
<PAGE>
EXHIBIT A TO EXCLUSIVE PLACEMENT AGENT AGREEMENT
AS LAST AMENDED: DECEMBER 9, 1998
Pursuant to the Exclusive Placement Agreement, ICC shall be Exclusive Placement
Agent with respect to the following Trust, effective as of the date indicted
below:
Name of Trust Date
BT Investment Portfolios August 11, 1998
Liquid Assets Portfolio August 11, 1998
Asset Management Portfolio II August 11, 1998
Asset Management Portfolio III August 11, 1998
Global High Yield Securities Portfolio August 11, 1998
Latin American Equity Portfolio August 11, 1998
Small Cap Portfolio August 11, 1998
Pacific Basin Equity Portfolio August 11, 1998
U.S. Bond Index Portfolio August 11, 1998
Small Cap Index Portfolio August 11, 1998
EAFE(R)Equity Index Portfolio August 11, 1998
BT PreservationPlus Portfolio August 11, 1998
Global Emerging Markets Equity Portfolio August 11, 1998
International Small Company
Equity Portfolio August 11, 1998
BT PreservationPlus Income Portfolio August 11, 1998
BT Global Equity Portfolio December 9, 1998
BT European Equity Portfolio December 9, 1998
Cash Management Portfolio August 11, 1998
Treasury Money Portfolio August 11, 1998
Tax Free Money Portfolio August 11, 1998
NY Tax Free Money Portfolio August 11, 1998
International Equity Portfolio August 11, 1998
Equity 500 Index Portfolio August 11, 1998
Asset Management Portfolio August 11, 1998
Capital Appreciation Portfolio August 11, 1998
Intermediate Tax Free Portfolio August 11, 1998
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains Summary Financial Information extracted from the Treasury
Money Portfolio Annual Report dated December 31, 1998, and is qualified in its
entirety by reference to such Annual Report.
</LEGEND>
<CIK> 0000862062
<NAME> TREASURY MONEY PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
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