CASH MANAGEMENT PORTFOLIO
N-30D, 1998-03-10
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                   (bullet)  BT INSTITUTIONAL FUNDS  (bullet)

                             ----------------------
                                 INSTITUTIONAL
                              CASH MANAGEMENT FUND
                             ----------------------

                                 ANNUAL REPORT
                             ----------------------
                             DECEMBER (bullet) 1997

<PAGE>


Institutional Cash Management Fund

Table of Contents

            Letter to Shareholders                                          3

            Institutional Cash Management Fund
               Statement of Assets and Liabilities                          4
               Statement of Operations                                      4
               Statement of Changes in Net Assets                           5
               Financial Highlights                                         6
               Notes to Financial Statements                                7
               Report of Independent Accountants                            8

            Cash Management Portfolio
               Schedule of Portfolio Investments                            9
               Statement of Assets and Liabilities                         14
               Statement of Operations                                     14
               Statement of Changes in Net Assets                          15
               Financial Highlights                                        15
               Notes to Financial Statements                               16
               Report of Independent Accountants                           17

                                       2

<PAGE>

Institutional Cash Management Fund

Letter to Shareholders

By staying disciplined to the purchase of high quality instruments and actively
adjusting duration and sector allocation as market conditions changed, the
manager of the Institutional Cash Management Fund (the "Fund") was able to
produce competitive yields. In fact, the Fund's annualized 7-day effective yield
of 5.74% as of December 31, 1997 was higher than the 5.56% yield of the IBC
First Tier-Institutional Only Money Funds average.* The 7-day current net yield
was 5.58% for the Fund as of December 31, 1997.

MARKET ACTIVITY
For virtually the entire year, the pace of economic growth remained above-trend
and inflation was low. Unemployment continued to fall, putting pressure on labor
costs, but productivity improvement was strong enough to more than offset the
rising costs. Against this exceptional backdrop, the money markets were rather
quiet, with yields remaining relatively stable and the money market yield curve
reasonably flat.

- --------------------------------------------------------------------------------
                             Investment Instruments
Bank obligations, commercial paper, U.S. Treasury obligations and repurchase
agreements collateralized by U.S. Treasury obligations.
- --------------------------------------------------------------------------------

The only real interruption to this stability was early in the year. A rapidly
growing economy in the first quarter, supported by strong consumer spending and
home building, prompted the Federal Reserve Board to increase the Fed Funds rate
from 5.25% to 5.50% on March 25, 1997--the first increase in over two years.
Following this, inflationary pressures did not increase, signs pointed to a
slowing economy, and the Federal Reserve Board remained on hold throughout the
rest of the year. A high level of consumer confidence, strong employment gains
and rising incomes further helped support the low price volatility within the
money markets. Developments in the Far East overshadowed the ongoing favorable
performance of the U.S. economy during the fourth quarter. However, to date,
there has been little evidence of any meaningful impact of the turmoil abroad on
domestic activity.
- --------------------------------------------------------------------------------
                                    Objective
Seeks high current income consistent with liquidity in preservation of capital.
- --------------------------------------------------------------------------------

INVESTMENT REVIEW
We held a somewhat defensive, shorter-than-benchmark average maturity position
for the Fund throughout the first quarter of 1997, in anticipation of the late
March rate hike. Once the Federal Reserve Board raised rates and economic growth
waned, we moved to a more neutral stance in the portfolio. We then maintained a
neutral to shorter-than-benchmark maturity throughout most of the rest of the
year, as the Federal Reserve Board was seemingly on hold, and we saw no benefit
in extending maturity along a flat yield curve. We did extend slightly at the
end of the year to take advantage of the higher year-end rates generated by the
financial turmoil in Asia. This duration strategy, along with a focus on adding
value through what we call "spread product," e.g. floating rate notes, proved to
be effective in producing highly competitive Fund returns.
- --------------------------------------------------------------------------------
                                    Ratings
                                    S&P: AAAm
                                  Moody's: AAA
- --------------------------------------------------------------------------------

MANAGER OUTLOOK
As we enter 1998, the underlying fundamentals impacting the consumer--a tight
labor market, low inflation, low interest rates and strong economic growth--are
similar to those of most of 1997. Current data also supports the notion that the
Federal Reserve Board is on hold. However, the Asian crisis still looms, as the
delayed effect of the retrenchment in the region may still filter into the U.S.
Given this scenario, we expect the money market yield curve to remain flat.
Seeing no reason to extend at this time, we intend to maintain a
short-to-neutral average maturity for the near term.

- --------------------------------------------------------------------------------
                          Status at December 31, 1997
                        Seven day effective yield : 5.74%
                            Average maturity: 39 days
                          Net assets: $1,921.9 million
- --------------------------------------------------------------------------------


                           [PIE CHART APPEARS BELOW]
                     By Asset Type as of December 31, 1997
                    (percentages are based on market value)

                           Certificates of Deposit 1%
                     Eurodollar Certificates of Deposit 9%
                       Yankee Certificates of Deposit 16%
                              Commercial Paper 43%
             Interest Bearing Commercial Paper & U.S. Treasuries 1%
                            Floating Rate Notes 12%
                          Eurodollar Time Deposits 12%
                            Repurchase Agreements 6%


We will, of course, continue to closely observe economic conditions and how they
affect the financial markets, as we seek to provide high current income
consistent with liquidity and capital preservation.

As always, we appreciate your ongoing support of the BT Institutional Cash
Management Fund, and we look forward to continuing to serve your investment
needs for many years ahead.

                              /s/ Darlene M. Rasel
                                Darlene M. Rasel
                            Portfolio Manager of the
                            Cash Management Portfolio
                                December 31, 1997

- ----------
*  Past performance is not indicative of future results. Yields will vary.
   Yields quoted for money market funds most closely reflect the fund's current
   earnings. Although money market funds seek to maintain a share value of
   $1.00, there is no guarantee that they will be able to do so. Mutual funds
   are not bank deposits or obligations of any bank, are not guaranteed by any
   bank, and are not insured or guaranteed by the U.S. government, the Federal
   Deposit Insurance Corporation, the Federal Reserve Board, or any other
   government agency. Investment in mutual funds involves investment risk,
   including possible loss of principal.

                                       3

<PAGE>

Institutional Cash Management Fund

Statement of Assets and Liabilities December 31, 1997

<TABLE>
<S> <C>
Assets
   Investment in Cash Management Portfolio, at Value                                             $ 1,922,757,118
   Prepaid Expenses                                                                                        1,430
                                                                                                 ---------------
Total Assets                                                                                       1,922,758,548
                                                                                                 ---------------
Liabilities
   Due to Bankers Trust                                                                                   86,459
   Dividends Payable                                                                                     668,397
   Accrued Expenses                                                                                       78,305
                                                                                                 ---------------
Total Liabilities                                                                                        833,161
                                                                                                 ---------------
Net Assets                                                                                       $ 1,921,925,387
                                                                                                 ===============
Shares Outstanding ($0.001 par value per share, unlimited number of shares of beneficial
interest authorized)                                                                               1,922,505,130
                                                                                                 ===============
Net Asset Value, Offering and Redemption Price Per Share (net assets divided by shares
outstanding)                                                                                     $          1.00
                                                                                                 ===============
Composition of Net Assets
   Paid-in Capital                                                                               $ 1,922,505,130
   Accumulated Net Realized Loss from Investment Transactions                                          (579,743)
                                                                                                 ---------------
Net Assets, December 31, 1997                                                                    $ 1,921,925,387
                                                                                                 ===============
</TABLE>


Statement of Operations For the year ended December 31, 1997

<TABLE>
<S> <C>
Investment Income
   Income Allocated from Cash Management Portfolio, net                                          $   101,466,989
                                                                                                 ---------------
Expenses
   Administration and Services Fees                                                                      931,345
   Printing and Shareholder Reports                                                                       21,000
   Registration Fees                                                                                      49,967
   Professional Fees                                                                                       9,610
   Trustees Fees                                                                                           8,140
   Miscellaneous                                                                                          19,376
                                                                                                 ---------------
   Total Expenses                                                                                      1,039,438
   Less:  Expenses Absorbed by Bankers Trust                                                           (108,093)
                                                                                                 ---------------
      Net Expenses                                                                                       931,345
                                                                                                 ---------------
Net Investment Income                                                                                100,535,644
Net Realized Loss from Investment Transactions                                                          (17,916)
                                                                                                 ---------------
Net Increase in Net Assets from Operations                                                       $   100,517,728
                                                                                                 ===============
</TABLE>


                   See Notes to Financial Statements on Page 7

                                       4

<PAGE>


Institutional Cash Management Fund

Statement of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                      For the               For the
                                                                                     year ended            year ended
                                                                                  December 31, 1997     December 31, 1996
                                                                                  -----------------     -----------------
<S> <C>
Increase (Decrease) in Net Assets from:
Operations
  Net Investment Income                                                           $     100,535,644     $      65,172,498
  Net Realized Gail (Loss) from Investment Transactions                                     (17,916)               39,523
                                                                                  -----------------     -----------------
Net Increase in Net Assets from Operations                                              100,517,728            65,212,021
                                                                                  -----------------     -----------------
Distributions to Shareholders
  Net Investment Income                                                                (100,535,644)          (65,172,498)
                                                                                  -----------------     -----------------
Capital Transactions in Shares of Beneficial Interest (at New Asset Value of
$1.00 per share)
  Proceeds from Sales of Shares                                                      30,846,603,472        21,940,719,239
  Dividend Reinvestments                                                                 89,676,335            57,995,451
  Cost of Shares Redeemed                                                           (30,452,882,187)      (21,571,176,052)
                                                                                  -----------------     -----------------
Net Increase from Capital Transactions in Shares of Beneficial Interest                 483,397,620           427,538,638
                                                                                  -----------------     -----------------
Contribution of Capital
  Proceeds Contributed                                                                           --                93,110
                                                                                  -----------------     -----------------
Total Increase in Net Assets                                                            483,379,704           427,671,271
Net Assets
Beginning of Year                                                                     1,438,545,883         1,010,874,412
                                                                                  -----------------     -----------------
End of Year                                                                       $   1,921,925,387     $   1,438,545,683
                                                                                  =================     =================
</TABLE>

                  See Notes to Financial Statements on Page 7

                                       5

<PAGE>

Institutional Cash Management Fund

Financial Highlights

Contained below are selected data for a share outstanding, total investment
return, ratios to average net assets and other supplemental data for each of the
years indicated for the Institutional Cash Management Fund.

<TABLE>
<CAPTION>
                                                                       For the years ended December 31,
                                                        -------------------------------------------------------------
                                                          1997         1996         1995          1994         1993
                                                        ---------    ---------    ---------    ---------    ---------
<S> <C>
Per Share Operating Performance:
Net Asset Value, Beginning of Year                      $  1.00      $  1.00      $  1.00      $   1.00     $   1.00
                                                        ---------    ---------    ---------    ---------    ---------
Income from Investment Operations
   Net Investment Income                                   0.05         0.05         0.06          0.04         0.03
   Net Realized Gain (Loss) from Investment Transactions  (0.00)+       0.00+        0.00+        (0.01)        0.00+
                                                        ---------    ---------    ---------    ---------    ---------
Total from Investment Operations                           0.05         0.05         0.06          0.03         0.03
                                                        ---------    ---------    ---------    ---------    ---------
Contributions of Capital                                     --         0.00+          --          0.01           --
                                                        ---------    ---------    ---------    ---------    ---------
Distributions to Shareholders
   Net Investment Income                                  (0.05)       (0.05)       (0.06)        (0.04)       (0.03)
   Net Realized Gain from Investment Transactions            --           --           --            --        (0.00)+
                                                        ---------    ---------    ---------    ---------    ---------
Total Distributions                                       (0.05)       (0.05)       (0.06)        (0.04)       (0.03)
                                                        ---------    ---------    ---------    ---------    ---------
Net Asset Value, End of Year                            $  1.00      $  1.00      $  1.00      $   1.00     $   1.00
                                                        =========    =========    =========    =========    =========
Total Investment Return                                    5.52%        5.36%++      5.89%         4.18%++      3.05%
Supplemental Data and Ratios:
   Net Assets, End of Year (000s omitted)               $1,921,925   $1,438,546   $1,010,874   $ 664,149    $1,850,222
   Ratios to Average Net Assets:
      Net Investment Income                                5.40%        5.24%        5.72%         3.98%        3.01%
      Expenses, Including Expenses of the
        Cash Management Portfolio                          0.23%        0.23%        0.23%         0.23%        0.25%
      Decrease Reflected in Above Expense Ratio Due
        to Absorption of Expenses by Bankers Trust         0.03%        0.04%        0.04%         0.03%        0.02%
</TABLE>

- ----------
 + Less than $0.01 per share.
++ Increased by approximately 0.01% and 0.91% due to Contributions of Capital
   for the years ended December 31, 1996 and 1994, respectively.


                  See Notes to Financial Statements on Page 7

                                      6

<PAGE>


Institutional Cash Management Fund

Notes to Financial Statements

Note 1--Organization and Significant Accounting Policies
A.  Organization
BT Institutional Funds (the "Trust") is registered under the Investment Company
Act of 1940 (the "Act"), as amended, as an open-end management investment
company. The Trust was organized on March 26, 1990, as an unincorporated
business trust under the laws of the Commonwealth of Massachusetts. The
Institutional Cash Management Fund (the "Fund") is one of the institutional
funds offered to investors by the Trust. The Fund commenced operations and began
offering shares of beneficial interest on July 25, 1990. The Fund invests
substantially all of its assets in the Cash Management Portfolio (the
"Portfolio"). The Portfolio is an open-end management investment company
registered under the Act. The Fund seeks to achieve its investment objective by
investing all of its investable assets in the Portfolio. The value of such
investment in the Portfolio reflects the Fund's proportionate interest in the
net assets of the Portfolio. At December 31, 1997, the Fund's investment was
approximately 48% of the Portfolio.

The financial statements of the Portfolio, including the Schedule of Portfolio
Investments, are contained elsewhere in this report.

B.  Investment Income
The Fund earns income, net of expenses, daily on its investment in the
Portfolio. All of the net investment income and realized and unrealized gains
and losses from the security transactions of the Portfolio are allocated pro
rata among the investors in the Portfolio at the time of such determination.

C.  Dividends
It is the Fund's policy to declare dividends daily and pay monthly to
shareholders from net investment income. Dividends payable to shareholders are
recorded by the Fund on the ex-dividend date. Distributions of net realized
short-term and long-term capital gains, if any, earned by the Fund will be made
annually to the extent they are not offset by any capital loss carryforwards.

D.  Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal Revenue
Code and distribute its income to shareholders. Therefore, no federal income tax
provision is required.

E.  Other
The Trust accounts separately for the assets, liabilities, and operations of the
Fund. Expenses directly attributable to the Fund are charged to that Fund, while
expenses which are attributable to all of the Trust's funds are allocated among
them.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts in the financial statements. Actual results could
differ from those estimates.

Note 2--Fees and Transactions with Affiliates
The Fund has entered into an Administration and Services Agreement with Bankers
Trust Company ("Bankers Trust"). Under this Administration and Services
Agreement, Bankers Trust provides administrative, custody, transfer agency and
shareholder services to the Fund in return for a fee computed daily and paid
monthly at an annual rate of 0.05 of 1% of the Fund's average daily net assets.
For the year ended December 31, 1997, this fee aggregated $931,345.

On September 30, 1996, the Trust entered into a Distribution Agreement with
Edgewood Services, Inc. ("Edgewood"). Prior to September 30, Signature
Broker-Dealer Services, Inc. ("Signature") was the Trust's distributor. Under
the Distribution Agreement with the Trust, pursuant to Rule 12b-1 of the 1940
Act, Edgewood, and previously Signature, may seek reimbursement at an annual
rate not exceeding 0.10 of 1% of each Fund's average daily net assets, for
expenses incurred in connection with any activities primarily intended to result
in the sale of the Fund's shares. For the year ended December 31, 1997, there
were no reimbursable expenses incurred under this agreement. The Fund does not
intend to charge 12b-1 fees in the future.

Bankers Trust has voluntarily undertaken to waive its fees and reimburse
expenses of the Fund, to the extent necessary, to limit all expenses to 0.05 of
1% of the average daily net assets of the Fund, excluding expenses of the
Portfolio and 0.23 of 1% of the average daily net assets of the Fund, including
expenses of the Portfolio. For the year ended December 31, 1997, expenses of the
Fund have been reduced by $108,093.

In 1994, the Portfolio sold certain structured notes carried at par to an
unrelated third party financial institution at par plus accrued interest to a
put agreement and that third party financial institution immediately resold such
security to Bankers Trust New York Corporation, the parent of the Advisor, at
the same price, also pursuant to a put agreement. As a result of these
transactions the Fund's Financial Highlights for the year ended December 31,
1994 reflects its pro rata share of the Portfolio's realized loss on the sale of
these securities and a capital contribution in the amount of $5,215,181. In
1996, Bankers Trust contributed capital in the amount of $93,110 to reimburse
the Fund from capital losses incurred in prior years.

Certain officers of the Fund are also directors, officers and/or employees of
Edgewood and Signature. None of the officers so affiliated received compensation
for services as officers of the Fund.

Note 3--Capital Loss Carryforward
At December 31, 1997, accumulated net realized capital loss carryforward
available as a reduction against future net realized capital gains aggregated
$577,344, which will expire in 2002 and $17,916, which will expire in 2005.

                                       7

<PAGE>


Institutional Cash Management Fund

Report of Independent Accountants

To the Trustees of BT Institutional Funds and
Shareholders of the Institutional Cash Management Fund:

We have audited the accompanying statement of assets and liabilities of the
Institutional Cash Management Fund (one of the Funds comprising BT Institutional
Funds) as of December 31, 1997, and the related statement of operations for the
year then ended, the statement of changes in net assets for each of the two
years in the period then ended and the financial highlights for each of the five
years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1997, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Institutional Cash Management Fund as of December 31, 1997, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended and the financial highlights for each of
the five years in the period then ended, in conformity with generally accepted
accounting principles.


                                                     Coopers & Lybrand L.L.P.

Kansas City, Missouri
February 18, 1998

                                       8

<PAGE>


Cash Management Portfolio

Schedule of Portfolio Investments December 31, 1997


Principal
 Amount             Description                                   Value
 ------             -----------                                   -----
              CERTIFICATE OF DEPOSIT - 0.62%
$25,000,000   J.P. Morgan, 5.80%, 6/22/98
  (Amortized Cost $25,000,000)                                $   25,000,000
                                                              --------------

              COMMERCIAL PAPER - 42.92%*
              Abbey National:
 25,000,000    5.495%, 3/31/98                                    24,660,378
 9,000,000     5.55%, 4/27/98                                      8,839,050

 25,500,000   Alcatel Alsthom,
               6.10%, 1/06/98                                     25,478,396

              Asset Securitization Cooperative Corp.:
 31,000,000    5.62%, 1/15/98                                     30,932,248
 33,000,000    5.61%, 1/29/98                                     32,856,010
 10,000,000    5.88%, 1/29/98                                      9,954,267
 25,000,000    5.74%, 2/13/98                                     24,828,597
 30,000,000    5.705%, 2/25/98                                    29,738,521
 20,000,000    5.69%, 2/26/98                                     19,822,978

 20,000,000   Australia Wheat Board,
               5.72%, 3/04/98                                     19,802,978

 15,000,000   BBL North America,
               5.75%, 3/10/98                                     14,837,083

              BTR Dunlop:
 10,000,000    5.69%, 2/17/98                                      9,925,714
 10,000,000    5.68%, 2/26/98                                      9,911,644

 45,000,000   Bank of Austria,
               5.72%, 3/17/98                                     44,463,750

              Bank of Nova Scotia:
 10,000,000    5.667%, 2/17/98                                     9,926,014
 25,000,000    5.727%, 3/02/98                                    24,761,375

 30,000,000   Bayer Corp.,
               5.78%, 2/18/98                                     29,768,800

 27,000,000   Bell Network,
               5.88%, 1/29/98                                     26,876,520

 23,000,000   CAFCO,
               5.75%, 2/13/98                                     22,842,035

 14,000,000   Caterpillar Financial,
               5.52%, 1/21/98                                     13,957,067



Principal
 Amount             Description                                   Value
 ------             -----------                                   -----
              Commonwealth Bank of Australia:
$12,000,000    5.54%, 4/30/98                                 $   11,780,247
 10,000,000    5.56%, 4/30/98                                      9,816,211

 10,000,000   Credit Suisse,
               5.72%, 3/12/98                                      9,888,778

              Daimler Benz:
 28,000,000    5.73%, 2/27/98                                     27,745,970
 15,000,000    5.72%, 3/24/98                                     14,804,567

              Delaware Funding Corp.:
 15,770,000    5.52%, 1/12/98                                     15,743,401
 12,600,000    5.95%, 1/15/98                                     12,570,845
 25,000,000    5.95%, 1/16/98                                     24,938,021
 10,000,000    5.72%, 1/28/98                                      9,957,100
 16,219,000    5.85%, 1/30/98                                     16,142,568
 22,511,000    5.85%, 2/12/98                                     22,357,362

 60,000,000   Ford Motor Credit,
               5.60%, 1/16/98                                     59,860,000

              General Electric Capital Corp.:
 25,000,000    5.57%, 1/23/98                                     24,914,903
  5,000,000    5.54%, 1/30/98                                      4,977,686
 25,000,000    5.61%, 2/06/98                                     24,859,750
 20,000,000    5.70%, 2/18/98                                     19,848,000
 10,000,000    5.73%, 2/27/98                                      9,909,275
 25,000,000    5.71%, 4/17/98                                     24,579,681
 10,000,000    5.57%, 5/05/98                                      9,808,144

              Goldman Sachs:
 10,000,000    5.60%, 1/20/98                                      9,970,444
 59,500,000    5.85%, 1/30/98                                     59,219,606
 21,000,000    5.72%, 3/16/98                                     20,753,087

  4,000,000   Hitachi America,
               5.57%, 4/10/98                                      3,938,730

 20,000,000   Kingdom of Sweden,
               5.52%, 3/16/98                                     19,773,067

 25,000,000   Kreditbank,
               5.53%, 1/22/98                                     24,919,354

 10,000,000   MCI Communications,
               5.55%, 1/15/98                                      9,978,417

 13,000,000   Manitoba Hydro Electric,
               5.68%, 4/16/98                                     12,784,633


                  See Notes to Financial Statements on Page 16

                                       9

<PAGE>


Cash Management Portfolio

Schedule of Portfolio Investments December 31, 1997


Principal
 Amount             Description                                   Value
 ------             -----------                                   -----
              Merrill Lynch & Co.:
$25,000,000    5.52%, 1/15/98                                 $   24,946,333
 28,000,000    5.57%, 1/16/98                                     27,935,017
 15,000,000    5.62%, 1/21/98                                     14,953,167
 20,000,000    5.61%, 1/30/98                                     19,909,617
 15,000,000    5.60%, 2/11/98                                     14,904,333
  8,000,000    5.71%, 2/25/98                                      7,930,211
 30,000,000    5.75%, 3/13/98                                     29,659,792
 10,000,000    5.57%, 5/05/98                                      9,808,144

              Morgan Guaranty,
 40,000,000    5.69%, 4/15/98                                     39,342,489

              Morgan Stanley Group Inc.:
 10,000,000    5.90%, 1/28/98                                      9,955,750
 28,000,000    5.75%, 2/18/98                                     27,785,333
 35,000,000    5.70%, 2/23/98                                     34,706,292

 60,000,000   Motorola,
               5.65%, 2/04/98                                     59,679,833

  4,500,000   National Australia Funding,
               5.55%, 1/09/98                                      4,494,450

              National Rural Utility Cooperative
               Financial Corp.:
 10,000,000    5.53%, 2/06/98                                      9,944,700
 10,000,000    5.692%, 4/21/98                                     9,826,078

 18,000,000   Norwest,
               5.72%, 2/27/98                                     17,836,980

 15,000,000   Pacific Dunlop Holdings,
               6.15%, 1/07/98                                     14,984,625

 28,000,000   Panasonic Finance,
               6.07%, 1/21/98                                     27,905,578

 25,000,000   Province of Quebec,
               5.57%, 3/05/98                                     24,756,312

              Rabobank:
 10,000,000    5.56%, 1/29/98                                      9,956,756
 25,000,000    5.54%, 4/30/98                                     24,542,181

              Receivables Capital Corp.:
  5,000,000    5.92%, 1/05/98                                      4,996,711
 22,000,000    5.93%, 1/30/98                                     21,894,907
 17,000,000    5.96%, 1/30/98                                     16,918,381
 10,000,000    5.79%, 2/10/98                                      9,935,667
 10,000,000    5.74%, 2/18/98                                      9,923,467
 27,401,000    5.76%, 2/20/98                                     27,181,792
 40,000,000    5.77%, 2/20/98                                     39,679,444



Principal
 Amount             Description                                   Value
 ------             -----------                                   -----
$14,000,000    5.813%, 2/25/98                                $   13,875,666

 50,000,000   SBC Communications, Inc.,
               6.70%, 1/02/98                                     49,990,694

 11,500,000   Schering Plough,
               5.70%, 4/21/98                                     11,299,708

 60,000,000   Smith Barney Shearson,
               5.62%, 2/17/98                                     59,559,767

              Sony Capital Corp.:
 10,000,000    5.88%, 1/30/98                                      9,952,633
 18,000,000    5.90%, 2/12/98                                     17,876,100
 15,000,000    5.93%, 2/23/98                                     14,869,046

 10,000,000   Westpac Capital Corp.,
               5.73%, 3/09/98                                      9,893,358
                                                              --------------

Total Commercial Paper
  (Amortized Cost $1,733,634,584)                              1,733,634,584
                                                              --------------

              COMMERCIAL PAPER
              (INTEREST BEARING) - 1.24%
 50,000,000   General Electric Capital Corp.,
               6.002%, 1/02/98
  (Amortized Cost $50,000,000)                                    50,000,000
                                                              --------------

              EURODOLLAR CERTIFICATES OF
              DEPOSIT - 8.98% Abbey National:
 20,000,000    5.76%, 2/17/98                                     19,999,671
 33,000,000    5.77%, 2/27/98                                     32,996,828

 20,000,000   Australia and New Zealand Bank,
               5.75%, 2/17/98                                     20,000,392

              Banco Bilbao Vizcaya:
 20,000,000    5.80%, 1/14/98                                     20,000,188
  4,000,000    5.65%, 1/20/98                                      4,000,021
 15,000,000    5.81%, 3/16/98                                     15,000,304

 23,000,000   Banco Santander,
               5.79%, 1/20/98                                     23,000,240

 21,000,000   Bank of Tokyo-Mitsubishi,
               5.80%, 1/26/98                                     21,000,037

 35,000,000   Banque Nationale de Paris,
               5.82%, 3/05/98                                     35,000,604

              Barclays Bank:
 20,000,000    5.60%, 1/07/98                                     19,999,848
 50,000,000    5.66%, 2/12/98                                     50,000,000

                  See Notes to Financial Statements on Page 16

                                       10

<PAGE>


Cash Management Portfolio

Schedule of Portfolio Investments December 31, 1997


Principal
 Amount             Description                                   Value
 ------             -----------                                   -----
$10,000,000   Bayerische Landesbank,
               5.66%, 1/29/98                                 $    9,998,251

 11,000,000   Bayerische Vereinbank,
               5.67%, 2/23/98                                     10,999,986

 15,000,000   Credit Anstaldt,
               5.66%, 1/07/98                                     15,000,109

              International Nederlander Funding:
  9,000,000    5.64%, 1/14/98                                      8,999,968
 11,000,000    5.65%, 1/16/98                                     11,000,022

 15,000,000   J.P. Morgan,
               5.80%, 6/17/98                                     15,005,466

  8,000,000   Rabobank,
               5.675%, 2/12/98                                     7,999,125

              Svenska Handelbanken:
 10,000,000    5.62%, 1/09/98                                      9,999,924
 13,000,000    5.82%, 3/17/98                                     12,999,874
                                                              --------------

Total Eurodollar Certificates of Deposit
  (Amortized Cost $363,000,858)                                  363,000,858
                                                              --------------

              EURODOLLAR TIME DEPOSIT - 12.58%
 70,000,000   Banco Santander,
               5.70%, 1/29/98                                     70,000,000

 25,000,000   Bank of America,
               5.67%, 1/29/98                                     25,000,000

100,000,000   Bank of Nova Scotia,
               7.00%, 1/02/98                                    100,000,000

              Bank of Tokyo-Mitsubishi:
 20,000,000    5.75%, 1/05/98                                     20,000,000
 10,000,000    5.75%, 1/16/98                                     10,000,000

 35,000,000   Canadian Imperial Bank,
               6.75%, 1/02/98                                     35,000,000

 25,000,000   Den Danske,
               5.73%, 1/27/98                                     25,000,000

              International Nederlanden:
 40,000,000    5.70%, 1/02/98                                     40,000,000
 20,000,000    5.68%, 1/14/98                                     20,000,000
 25,000,000    5.75%, 1/26/98                                     25,000,000

 30,000,000   National Australia,
               5.84%, 3/04/98                                     30,000,000


Principal
 Amount             Description                                   Value
 ------             -----------                                   -----
$25,000,000   Nordeutsche Landesbank,
               5.781%, 3/27/98                                $   25,000,000

 35,000,000   Royal Bank of Scotland,
               5.687%, 2/12/98                                    35,000,000

 23,031,762   Suntrust Bank,
               5.00%, 1/02/98                                     23,031,762

 25,000,000   Svenska Handelbanken,
               5.687%, 1/30/98                                    25,000,000
                                                              --------------

Total Eurodollar Time Deposits
  (Amortized Cost $508,031,762)                                  508,031,762
                                                              --------------

              FLOATING RATE NOTES - 11.48%
              American Express Centurion Bank:
               Monthly Variable Rate,
 20,000,000    5.97%, 3/06/98                                     20,000,000
 20,000,000    5.928%, 9/25/98                                    20,000,000

 25,000,000   Associates Corp.:
               Quarterly Variable Rate,
               5.55%, 1/04/99                                     24,987,796

 11,000,000   Bank of America:
               Quarterly Variable Rate,
               6.10%, 6/30/98                                     10,995,420

 50,000,000   Bayerische Landesbank:
               Monthly Variable Rate,
               5.838%, 6/26/98                                    49,981,243

  8,000,000   Bear Stearns Co.:
               Monthly Variable Rate,
               6.118%, 4/28/98                                     8,004,019

  5,000,000   Chase Manhattan Bank:
               Quarterly Variable Rate,
               5.877%, 11/10/98                                    5,007,561

 35,000,000   Comerica:
               Monthly Variable Rate,
               5.90%, 2/05/98                                     34,997,730

 20,000,000   Corestates Bank:
               Monthly Variable Rate,
               5.96%, 2/02/98                                     20,000,000

 20,000,000   General Electric Capital Corporation:
               Quarterly Variable Rate,
               5.82%, 1/23/98                                     20,000,000

                  See Notes to Financial Statements on Page 16

                                       11

<PAGE>


Cash Management Portfolio
Schedule of Portfolio Investments December 31, 1997


Principal
 Amount             Description                                   Value
 ------             -----------                                   -----
$40,000,000   Key Bank:
               Monthly Variable Rate,
               5.854%, 3/19/98                                $   39,993,801

              Mellon Bank:
               Quarterly Variable Rate,
 10,000,000    5.846%, 6/16/98                                    10,000,000
 15,000,000    5.795%, 11/17/98                                   15,000,000

 25,000,000   Merrill Lynch & Co.:
               Monthly Variable Rate,
               5.98%, 2/06/98                                     24,999,517

              Morgan Stanley:
               Quarterly Variable Rate,
 40,000,000    5.96%, 1/30/98                                     40,000,000
 10,000,000    5.825%, 5/18/98                                    10,000,000

 15,000,000   National City Cleveland:
               Monthly Variable Rate,
               5.85%, 2/18/98                                     14,998,571

              PNC Bank:
               Monthly Variable Rate,
 40,000,000    5.878%, 1/09/98                                    39,999,486
 20,000,000    5.868%, 5/27/98                                    19,995,331

 10,000,000   Societe Generale:
               Quarterly Variable Rate,
               6.17%, 6/11/98                                      9,998,602

 25,000,000   Student Loan Marketing Association:
               Weekly Variable Rate,
               5.619%, 9/28/98                                    24,998,152
                                                              --------------

Total Floating Rate Notes
  (Amortized Cost $463,957,229)                                  463,957,229
                                                              --------------

              REPURCHASE AGREEMENTS - 6.19%
150,000,000   Tri-Party Repurchase Agreement
               with Chase Manhattan Bank
               Corp., Dated 12/31/97, Daily
               Variable Rate, Principal amount
               of $150,000,000, Interest
               amount varies dependent on
               rate, Due 1/07/98,
               (Collateralized by FNMA, Par
               Value of $159,343,563, Coupon
               rates of 6.00% to 9.50%, Due
               from 1/01/98 to 9/01/27,
               Value of $153,000,279)                            150,000,000



Principal
 Amount             Description                                   Value
 ------             -----------                                   -----
$100,000,000   Tri-Party Repurchase Agreement
               with Goldman Sachs & Co.,
               Dated 12/31/97, 6.80%,
               Principal & Interest in the
               amount of $100,037,778,
               Due 1/02/98,
               (Collateralized by FGLMC,
               Par Value of $159,831,991,
               Coupon rates of 6.00% to
               8.50%, Due from 2/01/00 to
               12/01/27,
               Value of $102,000,000)                         $  100,000,000
                                                              --------------

Total Repurchase Agreements
  (Amortized Cost $250,000,000)                                  250,000,000
                                                              --------------

              U.S. TREASURY AGENCY NOTES - 0.25%
 10,000,000   U.S. Treasury Note,
               6.125%, 8/31/98
  (Amortized Cost $10,030,010)                                    10,030,010
                                                              --------------

              YANKEE CERTIFICATES OF DEPOSIT - 16.46%
 35,000,000   ABN Amro Bank,
               5.68%, 2/02/98                                     35,000,506

 25,000,000   Bank of Scotland,
               5.77%, 2/23/98                                     25,000,000

 30,000,000   Bank of Tokyo-Mitsubishi,
               6.23%, 4/02/98                                     30,000,000

 25,000,000   Bayerische Hypotheka,
               5.77%, 2/20/98                                     25,000,000

 15,000,000   Canadian Imperial Bank of Commerce,
               5.79%, 4/22/98                                     15,000,000

              Commerz Bank:
 43,000,000    5.59%, 1/07/98                                     43,000,000
  6,000,000    5.63%, 1/14/98                                      6,000,000

              Dresdner Bank:
 50,000,000    6.125%, 1/06/98                                    50,000,000
 10,000,000    5.93%, 4/09/98                                     10,002,739

              J.P. Morgan:
  2,000,000    5.92%, 3/19/98                                      2,000,264
 11,000,000    5.94%, 3/20/98                                     11,001,943

              National Westminster Bank:
 25,000,000    5.69%, 1/23/98                                     25,000,000
 10,000,000    5.77%, 3/03/98                                      9,997,661
                  See Notes to Financial Statements on Page 16

                                       12

<PAGE>


Cash Management Portfolio

Schedule of Portfolio Investments December 31, 1997


Principal
 Amount             Description                                   Value
 ------             -----------                                   -----
$14,000,000   Rabobank,
               5.97%, 3/20/98                                 $   13,996,148

              Sanwa Bank:
 21,000,000    5.755%, 1/22/98                                    21,000,060
 10,000,000    5.76%, 1/22/98                                     10,000,057

              Societe Generale:
 35,000,000    5.78%, 2/27/98                                     35,000,000
 40,000,000    5.80%, 3/09/98                                     40,000,000
  4,000,000    5.97%, 3/18/98                                      4,001,147
 25,000,000    5.81%, 6/16/98                                     25,001,120



Principal
 Amount             Description                                   Value
 ------             -----------                                   -----
              Swiss Bank Corp.:
$49,000,000    5.64%, 1/14/98                                 $   49,000,000
 20,000,000    5.76%, 2/20/98                                     20,000,000
 50,000,000    5.76%, 2/25/98                                     50,000,000
  5,000,000    5.73%, 3/17/98                                      5,000,360

              Westdeutsche Landesbank:
 30,000,000    6.25%, 1/09/98                                     30,000,000
 75,000,000    5.67%, 2/06/98                                     75,000,000
                                                              --------------

Total Yankee Certificates of Deposit
  (Amortized Cost $665,002,005)                                  665,002,005
                                                              --------------

Total Investments
  (Amortized Cost $4,068,656,448)                   100.72%   $4,068,656,448
Liabilities in Excess of Other Assets               (0.72)%      (28,931,473)
                                                    -------   --------------
Net Assets                                          100.00%   $4,039,724,975
                                                    =======   ==============


- ----------
*Interest rates for commercial paper represent discount rates at the time of
 purchase.


                  See Notes to Financial Statements on Page 16

                                       13

<PAGE>


Cash Management Portfolio

Statement of Assets and Liabilities December 31, 1997

<TABLE>
<S> <C>
Assets
   Investments, at Value                                                                         $ 4,068,656,448
   Interest Receivable                                                                                16,411,303
   Prepaid Expenses and Other                                                                            461,532
                                                                                                 ---------------
Total Assets                                                                                       4,085,529,283
                                                                                                 ---------------
Liabilities
   Due to Bankers Trust                                                                                  708,486
   Payable for Securities Purchased                                                                   45,051,382
   Accrued Expenses and Other                                                                             44,440
                                                                                                 ---------------
Total Liabilities                                                                                     45,804,308
                                                                                                 ---------------
Net Assets                                                                                       $ 4,039,724,975
                                                                                                 ===============
Composition of Net Assets
   Paid-in Capital                                                                               $ 4,039,724,975
                                                                                                 ---------------
Net Assets, December 31, 1997                                                                    $ 4,039,724,975
                                                                                                 ===============
</TABLE>


Statement of Operations For the year ended December 31, 1997

<TABLE>
<S> <C>
Investment Income
   Interest                                                                                      $   244,875,536
                                                                                                 ---------------
Expenses
   Advisory Fees                                                                                       6,544,181
   Administration and Services Fees                                                                    2,181,394
   Professional Fees                                                                                      31,250
   Trustees Fees                                                                                           2,100
   Miscellaneous                                                                                          34,622
                                                                                                 ---------------
   Total Expenses                                                                                      8,793,547
   Less:  Expenses Absorbed by Bankers Trust                                                           (940,530)
                                                                                                 ---------------
      Net Expenses                                                                                     7,853,017
                                                                                                 ---------------
Net Investment Income                                                                                237,022,519
                                                                                                 ---------------
Net Realized Loss from Investment Transactions                                                          (41,207)
                                                                                                 ---------------
Net Increase in Net Assets from Operations                                                       $   236,981,312
                                                                                                 ===============
</TABLE>

                  See Notes to Financial Statements on Page 16

                                       14

<PAGE>


Cash Management Portfolio

Statement of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                 For the             For the
                                                                               year ended          year ended
                                                                            December 31, 1997   December 31, 1996
                                                                            -----------------   -----------------
<S> <C>
Increase (Decrease) in Net Assets from:
Operations
   Net Investment Income                                                   $    237,022,519     $    173,497,388
   Net Realized Gain (Loss) from Investment Transactions                            (41,207)             102,443
                                                                           ----------------     ----------------
Net Increase in Net Assets from Operations                                      236,981,312          173,599,831
                                                                           ----------------     ----------------
Capital Transactions
   Proceeds from Capital Invested                                            25,687,643,529       20,303,004,962
   Value of Capital Withdrawn                                               (25,146,809,558)     (19,831,740,806)
                                                                           ----------------     ----------------
Net Increase in Net Assets from Capital Transactions                            540,833,971          471,264,156
                                                                           ----------------     ----------------
Contribution of Capital
   Proceeds Contributed                                                                  --            1,113,488
                                                                           ----------------     ----------------
Total Increase in Net Assets                                                    777,815,283          645,977,475
Net Assets
Beginning of Year                                                             3,261,909,692        2,615,932,217
                                                                           ----------------     ----------------
End of Year                                                                $  4,039,724,975     $  3,261,909,692
                                                                           ================     ================
</TABLE>



Financial Highlights

Contained below are selected ratios and supplemental data for each of the years
indicated for the Cash Management Portfolio.

<TABLE>
<CAPTION>
                                                                  For the years ended December 31,
                                                      --------------------------------------------------------
                                                      1997         1996         1995          1994        1993
                                                      ----         ----         ----          ----        ----
<S> <C>
Supplemental Data and Ratios:
   Net Assets, End of Year (000s omitted)           $4,039,725   $3,261,910   $2,615,932   $2,735,025   $1,930,075
   Ratios to Average Net Assets:
      Net Investment Income                            5.43%        5.27%        5.77%         4.24%       3.06%
      Expenses                                         0.18%        0.18%        0.18%         0.18%       0.20%
      Decrease Reflected in Above Expense Ratio Due
        to Absorption of Expenses by Bankers Trust     0.02%        0.02%        0.02%         0.02%       0.00%+
</TABLE>

- ----------
+  Less than 0.01%.


                  See Notes to Financial Statements on Page 16

                                       15

<PAGE>


Cash Management Portfolio

Notes to Financial Statements

Note 1--Organization and Significant Accounting Policies
A.  Organization
The Cash Management Portfolio (the "Portfolio") is registered under the
Investment Company Act of 1940 (the "Act"), as amended, as an open-end
management investment company. The Portfolio was organized on March 26, 1990, as
an unincorporated trust under the laws of New York, and commenced operations on
July 23, 1990. The Declaration of Trust permits the Board of Trustees (the
"Trustees") to issue beneficial interests in the Portfolio.

B.  Security Valuation
Investments are valued at amortized cost, which is in accordance to Rule 2a-7 of
the Investment Company Act of 1940 and represents the fair value of the
Portfolio's investments.

C.  Security Transactions and Interest Income
Security transactions are accounted for on a trade date basis. Interest income
is recorded on the accrual basis and includes amortization of premium and
discount on investments. Realized gains and losses from securities transactions
are recorded on the identified cost basis.

All of the net investment income and realized and unrealized gains and losses
from the security transactions of the Portfolio are allocated pro rata among the
investors in the Portfolio at the time of such determination.

D.  Repurchase Agreements
The Portfolio may enter into repurchase agreements with financial institutions
deemed to be creditworthy by the Portfolio's Investment Advisor, subject to the
seller's agreement to repurchase such securities at a mutually agreed upon
price. Securities purchased subject to repurchase agreements are deposited with
the Portfolio's custodian, and pursuant to the terms of the repurchase agreement
must have an aggregate market value greater than or equal to the repurchase
price plus accrued interest at all times. If the value of the underlying
securities falls below the value of the repurchase price plus accrued interest,
the Portfolio will require the seller to deposit additional collateral by the
next business day. If the request for additional collateral is not met, or the
seller defaults on its repurchase obligation, the Portfolio maintains the right
to sell the underlying securities at market value and may claim any resulting
loss against the seller. However, in the event of default or bankruptcy by the
seller, realization and/or retention of the collateral may be subject to legal
proceedings.

E.  Federal Income Taxes
It is the Portfolio's policy to comply with the requirements of the Internal
Revenue Code. Therefore, no federal income tax provision is required.


F.  Other
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts in the financial statements. Actual results could
differ from those estimates.

Note 2--Fees and Transactions with Affiliates
The Portfolio has entered into an Administration and Services Agreement with
Bankers Trust Company ("Bankers Trust"). Under this Administration and Services
Agreement, Bankers Trust provides administrative, custody, transfer agency and
shareholder services to the Portfolio in return for a fee computed daily and
paid monthly at an annual rate of 0.05 of 1% of the Portfolio's average daily
net assets. For the year ended December 31, 1997, this fee aggregated
$2,181,394.

The Portfolio has entered into an Advisory Agreement with Bankers Trust. Under
this Advisory Agreement, the Portfolio pays Bankers Trust an advisory fee
computed daily and paid monthly at an annual rate of 0.15 of 1% of the
Portfolio's average daily net assets. For the year ended December 31,1997, this
fee aggregated $6,544,181.

Bankers Trust has voluntarily undertaken to waive its fees and reimburse
expenses of the Portfolio, to the extent necessary, to limit all expenses to
0.18 of 1% of the average daily net assets of the Portfolio. For the year ended
December 31, 1997, expenses of the Portfolio have been reduced by $940,530.

In 1994, the Portfolio sold certain structured notes carried at par to an
unrelated third party financial institution at par plus accrued interest to a
put agreement and that third party financial institution immediately resold such
security to Bankers Trust New York Corporation, the parent of the Advisor, at
the same price, also pursuant to a put agreement. As a result of these
transactions the Portfolio's Financial Highlights for the year ended December
31, 1994 reflects the Portfolio's realized loss on the sale of these securities
and a capital contribution in the amount of $18,718,663. In 1996, Bankers Trust
contributed capital in the amount of $1,113,488 to reimburse the Cash Management
Portfolio for capital losses incurred in prior years.

Certain officers of the Portfolio are also directors, officers and/or employees
of Edgewood Services, Inc., distributor of BT Institutional Funds. None of the
officers so affiliated received compensation for services as officers of the
Portfolio. Cash Management Portfolio Report of Independent Accountants To the
Trustees and Holders of Beneficial Interest of the Cash Management Portfolio:

                                       16

<PAGE>

Case Management Portfolio

Report of Independent Accountants

To the Trustees and Holders of Beneficial Interest of the Cash
Management Portfolio:

We have audited the accompanying statement of assets and liabilities, including
the schedule of portfolio investments, of the Cash Management Portfolio as of
December 31, 1997, and the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Portfolio's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1997, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Cash Management Portfolio as of December 31, 1997, the results of its operations
for the year then ended, the changes in its net assets for each of the two years
in the period then ended and the financial highlights for each of the five years
in the period then ended, in conformity with generally accepted accounting
principles.


                                                   Coopers & Lybrand L.L.P.

Kansas City, Missouri
February 18, 1998


                                       17

<PAGE>


                      This page intentionally left blank.

<PAGE>


                      This page intentionally left blank.

<PAGE>


BT INSTITUTIONAL FUNDS
BT INSTITUTIONAL CASH MANAGEMENT FUND

Investment Advisor and Administrator of the Portfolio
BANKERS TRUST COMPANY
130 Liberty Street
New York, NY  10006

Distributor
EDGEWOOD SERVICES, INC.
Clearing Operations
P.O. Box 897
Pittsburgh, PA 15230-0897

Custodian and Transfer Agent
BANKERS TRUST COMPANY
130 Liberty Street
New York, NY 10006

Counsel
WILLKIE FARR & GALLAGHER
153 East 53rd Street
New York, NY 10022


              -------------------------------------------------
              
              For information on how to invest, shareholder
              account information and current price and yield
              information, please contact your relationship
              manager or the BT Mutual Fund Service Center at
              (800) 368-4031. This report must be preceded or
              accompanied by the Fund's current prospectus.

              -------------------------------------------------
              
 Cusip #055924104
 STA479200 (2/98)





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