BT INSTITUTIONAL FUNDS, 485APOS, 1995-07-05

BT INSTITUTIONAL FUNDS
485APOS, 1995-07-05

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ________, 1995
File Nos. 33-34079 and 811-06071

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 14
AND
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 17

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

6 ST. JAMES AVENUE, BOSTON, MASSACHUSETTS 02116
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: 617-423-0800

PHILIP W. COOLIDGE Copies to: Burton M. Leibert, Esq.
SIGNATURE BROKER-DEALER SERVICES, INC. Willkie Farr & Gallagher
6 ST. JAMES AVENUE One Citicorp Center
BOSTON, MASSACHUSETTS 02116 153 East 53rd Street
(Name and Address of Agent for Service) New York, New York 10022

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

[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (Date) pursuant to paragraph (b)
[x] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of rule 485.

If appropriate, check the following box:

[x] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

CASH MANAGEMENT PORTFOLIO, TREASURY MONEY PORTFOLIO, TAX FREE MONEY PORTFOLIO,
NY TAX FREE MONEY PORTFOLIO, EQUITY INDEX 500 PORTFOLIO, CAPITAL APPRECIATION
PORTFOLIO, SHORT/INTERMEDIATE U.S. GOVERNMENT SECURITIES PORTFOLIO AND BT
INVESTMENT PORTFOLIOS HAVE ALSO EXECUTED THIS REGISTRATION STATEMENT.
<PAGE>

REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF ITS SHARES OF BENEFICIAL
INTEREST PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940.
REGISTRANT FILED THE NOTICE REQUIRED BY RULE 24F-2 ON FEBRUARY 28, 1995 FOR
REGISTRANT'S FISCAL YEAR ENDED DECEMBER 31, 1994.
BT0448

<PAGE>

BT INSTITUTIONAL FUNDS
INSTITUTIONAL CASH MANAGEMENT FUND
INSTITUTIONAL CASH RESERVES
INSTITUTIONAL LIQUID ASSETS FUND
INSTITUTIONAL TREASURY MONEY FUND
INSTITUTIONAL NY TAX FREE MONEY FUND
INSTITUTIONAL TAX FREE MONEY FUND
EQUITY 500 INDEX FUND
SHORT/INTERMEDIATE U.S. GOVERNMENT SECURITIES FUND
FORM N-1A
CROSS REFERENCE SHEET

Part A Item No.: Headings in Prospectus

1. COVER PAGE:
Cover Page

2. SYNOPSIS:
Summary of Fund Expenses

3. CONDENSED FINANCIAL INFORMATION:
Fund's Financial History

4. GENERAL DESCRIPTION OF REGISTRANT:
Cover Page; Investment Objective and Policies; Management of the Trust and
Portfolio

5. MANAGEMENT OF THE FUND:
Management of the Trust and Portfolio

6. CAPITAL STOCK AND OTHER SECURITIES:
Cover Page; Purchase and Redemption of Shares; Dividends, Distributions and
Taxes; Management of the Trust and Portfolio; Performance Information and
Reports;

7. PURCHASE OF SECURITIES BEING OFFERED:
Purchase and Redemption of Shares; Net Asset Value

8. REDEMPTION OR REPURCHASE:
Purchase and Redemption of Shares

9. PENDING LEGAL PROCEEDINGS:
Not applicable

<PAGE>

Part B Item No.: Headings in Statement of Additional Information

10. COVER PAGE:
Cover Page

11. TABLE OF CONTENTS:
Contents

12. GENERAL INFORMATION AND HISTORY:
Not applicable

13. INVESTMENT OBJECTIVES AND POLICIES:
Investment Objective, Policies and Restrictions

14. MANAGEMENT OF THE FUND:
Management of the Trust and Portfolio

15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES:
See Prospectus -- "Organization of the Trust"

16. INVESTMENT ADVISORY AND OTHER SERVICES:
Management of the Trust and Portfolio

17. BROKERAGE ALLOCATION AND OTHER PRACTICES:
Investment Objective, Policies and Restrictions

18. CAPITAL STOCK AND OTHER SECURITIES:
Organization of the Trust; see Prospectus -- "Dividends, Distributions and
Taxes" and "Organization of the Trust"

19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED:
Valuation of Securities; Redemption in Kind

20. TAX STATUS:
Taxation; see Prospectus -- "Dividends, Distributions and Taxes"

21. UNDERWRITERS:
See Prospectus -- "Management of the Trust and Portfolio"

22. CALCULATIONS OF YIELD QUOTATIONS OF MONEY MARKET FUNDS:
Performance Information

23. FINANCIAL STATEMENTS:
Financial Statements

Part C

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
<PAGE>

EXPLANATORY NOTE

This Post-Effective Amendment No. 14 (the "Amendment") to the
Registrant's Registration Statement on Form N-1A is being filed with respect to
(i) The BT Institutional Liquid Assets Fund, a series of shares of the
Registrant. The Amendment is being filed to (i) include seed money financial
information in the Statement of Additional Information and (ii) include a
Prospectus to be used prior to the effective date of this Amendment.

Institutional Cash Management Fund, Institutional Cash Reserves,
Institutional Treasury Money Fund, Institutional Tax Free Money Fund,
Institutional NY Tax Free Money Fund, Equity 500 Index Fund and
Short/Intermediate U.S. Government Securities Fund are each a series of shares
of the Registrant and are each offered by separate Prospectuses included in
Post-Effective Amendment 12 to the Registrant's Registration Statement. This
Amendment does not relate to, amend or otherwise affect any of the separate
Prospectuses contained in the Post-Effective Amendment 12, and pursuant to Rule
485(d) under the Securities Act of 1933, the Amendment does not affect the
effectiveness of such Post-Effective Amendment.

BT0438

<PAGE>

[Red Herring Legend]

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such
State.

Subject to Completion
Preliminary Prospectus Dated June __, 1995

BT INSTITUTIONAL

Liquid Assets
Fund

PROSPECTUS: , 1995

Please read this Prospectus carefully before investing and retain it for future
reference. It contains important information about the Fund that you should know
and can refer to in deciding whether the Fund's goals match your own.

A Statement of Additional Information (SAI) with the same date has been filed
with the Securities and Exchange Commission, and is incorporated herein by
reference. You may request a free copy of the Statement by calling the Fund's
Service Agent at 1-800-422-6577.

UNLIKE OTHER MUTUAL FUNDS, THE FUND SEEKS TO ACHIEVE ITS INVESTMENT OBJECTIVE BY
INVESTING ALL OF ITS INVESTABLE ASSETS IN THE PORTFOLIO WHICH IS A SEPARATE FUND
WITH AN IDENTICAL INVESTMENT OBJECTIVE. SEE "SPECIAL INFORMATION CONCERNING
MASTER-FEEDER FUND STRUCTURE" ON PAGE 9.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, BANKERS TRUST COMPANY AND THE SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
AGENCY. THE FUND INTENDS TO MAINTAIN A CONSTANT $1.00 PER SHARE NET ASSET VALUE,
ALTHOUGH THERE CAN BE NO ASSURANCE THAT IT WILL BE ABLE TO DO SO.

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

Seeks a high level of current income to the extent consistent with liquidity and
the preservation of capital.

BANKERS TRUST COMPANY
Investment Adviser of the
Portfolio and Administrator

SIGNATURE BROKER-
DEALER SERVICES, INC.
Distributor
6 St. James Avenue
Boston, Massachusetts 02116
<PAGE>
T A B L E O F C O N T E N T S
- --------------------------------------------------------------------------------
PAGE
- --------------------------------------------------------------------------------
Summary of Fund Expenses 3
Investment Objective and Policies 4
Risk Factors; Matching the Fund to Your Investment Needs 9
Net Asset Value 11
Purchase and Redemption of Shares 11
Dividends, Distributions and Taxes 15
Performance Information and Reports 16
Management of the Trust and BT Investment Portfolios 17
- --------------------------------------------------------------------------------
<PAGE>
S U M M A R Y O F F U N D E X P E N S E S

The following table provides (i) a summary of expenses relating to purchases
and sales of shares of Liquid Assets Fund (the "Fund"), and the aggregate
annual operating expenses of the Fund and the Liquid Assets Portfolio (the
"Portfolio"), as a percentage of average net assets of the Fund and (ii) an
example illustrating the dollar cost of such expenses on a $1,000 investment
in the Fund. THE TRUSTEES OF THE BT INSTITUTIONAL FUNDS (THE "TRUST") BELIEVE
THAT THE AGGREGATE PER SHARE EXPENSES OF THE FUND AND THE PORTFOLIO WILL BE
LESS THAN OR APPROXIMATELY EQUAL TO THE EXPENSES WHICH THE FUND WOULD INCUR IF
THE TRUST RETAINED THE SERVICES OF AN INVESTMENT ADVISER AND THE INVESTABLE
ASSETS ("ASSETS") OF THE FUND WERE INVESTED DIRECTLY IN THE TYPE OF SECURITIES
BEING HELD BY THE PORTFOLIO.

- --------------------------------------------------------------------------------
ANNUAL OPERATING EXPENSES
(as a percentage of the average daily net assets of the Fund)
................................................................................
Investment advisory fee (after reimbursement or waivers) 0.00%
12b-1 fees 0.00
Other expenses (after reimbursements or waivers) 0.16
................................................................................
Total operating expenses (after reimbursements or waivers) 0.16%
................................................................................
Example 1 year 3 years
................................................................................
You would pay the following expenses on a $1,000 investment,
assuming: (1) 5% annual return and (2) redemption at
the end of each time period $2 $5
- --------------------------------------------------------------------------------

The expense table and the example above show the costs and expenses that an
investor will bear directly or indirectly as a shareholder of the Fund. While
reimbursement of distribution expenses in amounts up to 0.20% of average net
assets are authorized to be made pursuant to the Plan of Distribution under Rule
12b-1 of the Investment Company Act of 1940, as amended (the "1940 Act"), it is
not expected that any payments will actually be made under that plan in the
foreseeable future. Bankers Trust Company ("Bankers Trust") has voluntarily
agreed to waive its investment advisory fee. Without such waiver, the
Portfolio's investment advisory fee would be equal to 0.15%. The expense table
and the example reflect a voluntary undertaking by Bankers Trust or Signature
Broker-Dealer Services, Inc. ("Signature") to waive or reimburse expenses such
that the total operating expenses will not exceed 0.16% of the Fund's average
net assets annually. In the absence of this undertaking, assuming total assets
of $1 billion in the Fund and $1.01 billion in the Portfolio, it is estimated
that the total operating expenses would be equal to approximately 0.27% of the
Fund's average net assets annually. THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN. Moreover, while each example assumes a 5% annual return,
actual performance will vary and may result in a return greater or less than 5%.

The Fund is sold by Signature as the Trust's distributor (the "Distributor") to
customers of Bankers Trust or to customers of another bank or a dealer or other
institution that has a sub-shareholder servicing agreement with Bankers Trust
(along with Bankers Trust, a "Service Agent"). Some Service Agents may impose
certain conditions on their customers in addition to or different from those
imposed by the Fund and may charge their customers a direct fee for their
services. Each Service Agent has agreed to transmit to shareholders who are its
customers appropriate disclosures of any fees that it may charge them directly.

For more information with respect to the expenses of the Fund and the Portfolio
see "Management of the Trust and BT Investment Portfolios" herein.

I N V E S T M E N T O B J E C T I V E A N D P O L I C I E S

The Fund seeks a high level of current income consistent with liquidity and the
preservation of capital through investment in high quality money market
instruments. The Fund offers investors a convenient means of diversifying their
holdings of short-term securities while relieving those investors of the
administrative burdens typically associated with purchasing and holding these
instruments, such as coordinating maturities and reinvestments, providing for
safekeeping and maintaining detailed records. High quality, short-term
instruments may result in a lower yield than instruments with a lower quality or
a longer term.

The Trust seeks to achieve the investment objective of the Fund by investing all
the Assets of the Fund in the Portfolio, which has the same investment objective
as the Fund. The Portfolio is a series of BT Investment Portfolios (the
"Portfolio Trust"), an open-end management investment company. There can be no
assurance that the investment objective of either the Fund or the Portfolio will
be achieved. The Fund's investment objective is not a fundamental policy and may
be changed upon notice to but without the approval of the Fund's shareholders.
See "Special Information Concerning Master-Feeder Fund Structure" on page 11.
The investment objective of the Portfolio is a fundamental policy which may only
be changed by a majority vote of the investors in the Portfolio.

Since the investment characteristics of the Fund will correspond directly to
those of the Portfolio, the following is a discussion of the various investments
and investment policies of the Portfolio. Additional information about the
investment policies of the Portfolio appears in the Statement of Additional
Information of the Fund.

LIQUID ASSETS PORTFOLIO

The Portfolio will attempt to achieve its investment objective by investing in
the following money market instruments:

Bank Obligations. The Portfolio may invest in U.S. dollar-denominated fixed rate
or variable rate obligations of U.S. or foreign banks which are rated in the
highest rating category by any two nationally recognized statistical rating
organizations ("NRSROs") or, if not rated, are believed by Bankers Trust, acting
under the supervision of the Board of Trustees of the Portfolio Trust, to be of
comparable quality. Bank obligations in which the Portfolio invests include
certificates of deposit, bankers' acceptances, time deposits and other U.S.
dollar-denominated instruments issued or supported by the credit of U.S. or
foreign banks. If Bankers Trust, acting under the supervision of the Board of
Trustees of the Portfolio Trust, deems the instruments to present minimal credit
risk, the Portfolio may invest in obligations of foreign banks or foreign
branches of U.S. banks, which include subsidiaries of U.S. banks located in the
United Kingdom, Grand Cayman Island, Nassau, Japan and Canada. Investments in
these obligations may entail risks that are different from those of investments
in obligations of U.S. domestic banks because of differences in political,
regulatory and economic systems and conditions. These risks include future
political and economic developments, currency blockage, the possible imposition
of withholding taxes on interest payments, differing reserve requirements,
reporting and recordkeeping requirements and accounting standards, possible
seizure or nationalization of foreign deposits, difficulty or inability of
pursuing legal remedies and obtaining judgments in foreign courts, possible
establishment of exchange controls or the adoption of other foreign governmental
restrictions that might affect adversely the payment of principal and interest
on bank obligations. Under normal market conditions, the Portfolio will invest
more than 25% of its assets in the foreign and domestic bank obligations
described above. The Portfolio's concentration of its investments in bank
obligations will cause the Portfolio to be subject to the risks peculiar to the
domestic and foreign banking industries to a greater extent than if its
investments were not so concentrated.

Commercial Paper. The Portfolio may invest in fixed rate or variable rate
commercial paper, including variable rate master demand notes, issued by U.S. or
foreign corporations. Commercial paper when purchased by the Portfolio must be
rated in the highest rating category by any two NRSROs or, if not rated, must be
believed by Bankers Trust, acting under the supervision of the Board of Trustees
of the Portfolio Trust, to be of comparable quality. Any commercial paper issued
by a foreign corporation and purchased by the Portfolio must be U.S.
dollar-denominated and must not be subject to foreign withholding tax at the
time of purchase. Investing in foreign commercial paper generally involves risks
similar to those described above relating to obligations of foreign banks or
foreign branches of U.S. banks.

Variable rate master demand notes are unsecured instruments that permit the
indebtedness thereunder to vary and provide for periodic adjustments in the
interest rate. Because variable rate master demand notes are direct lending
arrangements between the Portfolio and the issuer, they are not normally traded.
Although no active secondary market may exist for these notes, the Portfolio
will purchase only those notes under which it may demand and receive payment of
principal and accrued interest daily or may resell the note to a third party.
While the notes are not typically rated by credit rating agencies, issuers of
variable rate master demand notes must satisfy Bankers Trust, acting under the
supervision of the Board of Trustees of the Portfolio Trust, that the same
criteria as set forth above for issuers of commercial paper are met. In the
event an issuer of a variable rate master demand note defaulted on its payment
obligation, the Portfolio might be unable to dispose of the note because of the
absence of a secondary market and could, for this or other reasons, suffer a
loss to the extent of the default.

Other Corporate Debt Obligations. The Portfolio may invest in bonds, notes and
debentures issued by U.S. corporations that at the time of purchase have
outstanding commercial paper meeting the above rating requirements, or if such
commercial paper is unrated or if no such commercial paper is outstanding, are
determined by Bankers Trust to be of comparable quality and are rated in the top
two highest rating categories by each NSRSO which rates the security. Such
obligations, at the time of investment, must have or be deemed to have less than
397 days to maturity.

U.S. Government Obligations. The Portfolio may invest in obligations issued or
guaranteed by the U.S. Treasury or by agencies or instrumentalities of the U.S.
Government ("U.S. Government Obligations"). Obligations of certain agencies and
instrumentalities of the U.S. Government, such as short-term obligations of the
Government National Mortgage Association, are supported by the "full faith and
credit" of the U.S. Government; others, such as those of the Export-Import Bank
of the U.S., are supported by the right of the issuer to borrow from the U.S.
Treasury; others, such as those of the Federal National Mortgage Association,
are supported by the discretionary authority of the U.S. Government to purchase
the agency's obligations; and still others, such as those of the Student Loan
Marketing Association, are supported only by the credit of the instrumentality.
No assurance can be given that the U.S. Government would provide financial
support to U.S. Government-sponsored instrumentalities if it is not obligated to
do so by law.

Asset-Backed Securities. The Portfolio may also invest in securities generally
referred to as asset-backed securities, which directly or indirectly represent a
participation interest in, or are secured by and payable from, a stream of
payments generated by particular assets such as motor vehicle or credit card
receivables. Asset-backed securities provide periodic payments that generally
consist of both interest and principal payments. Consequently, the life of an
asset-backed security varies with the prepayment experience of the underlying
assets.

Repurchase Agreements. The Portfolio may engage in repurchase agreement
transactions with banks and governmental securities dealers approved by the
Board of Trustees of the Portfolio. Under the terms of a typical repurchase
agreement, the Portfolio would acquire an underlying debt obligation of any
remaining maturity, but otherwise of a kind in which the Portfolio could invest,
for a relatively short period (usually not more than one week), subject to an
obligation of the seller to repurchase, and the Portfolio to resell, the
obligation at an agreed price and time, thereby determining the yield during the
Portfolio's holding period. This arrangement results in a fixed rate of return
that is not subject to market fluctuations during the Portfolio's holding
period. The value of the underlying securities will be at least equal at all
times to the total amount of the repurchase obligations, including interest. The
Portfolio bears a risk of loss in the event that the other party to a repurchase
agreement defaults on its obligations and the Portfolio is delayed in or
prevented from exercising its rights to dispose of the collateral securities,
including the risk of a possible decline in the value of the underlying
securities during the period in which the Portfolio seeks to assert these
rights. Bankers Trust, acting under the supervision of the Board of Trustees of
the Portfolio Trust, reviews the creditworthiness of those banks and dealers
with which the Portfolio enters into repurchase agreements and monitors on an
ongoing basis the value of the securities subject to repurchase agreements to
ensure that it is maintained at the required level.

Securities Lending. The Portfolio is permitted to lend up to 20% of the total
value of its securities to brokers, dealers and other financial organizations.
These loans must be secured continuously by cash or equivalent collateral or by
a letter of credit at least equal to 100% of the current market value of the
securities loaned plus accrued income. By lending its securities, the Portfolio
can increase its income by continuing to receive income on the loaned securities
as well as by the opportunity to receive interest on the collateral. Any gain or
loss in the market price of the borrowed securities which occurs during the term
of the loan inures to the Portfolio and its investors. There may be risks of
delay in receiving additional collateral or risks of delay in recovery of the
securities or even loss of rights in the collateral should the borrower of the
securities fail financially.

Reverse Repurchase Agreements. The Portfolio may enter into reverse repurchase
agreements. In a reverse repurchase agreement the Portfolio agrees to sell
portfolio securities to financial institutions such as banks and broker-dealers
and to repurchase them at a mutually agreed date and price. At the time the
Portfolio enters into a reverse repurchase agreement it will place in a
segregated custodial account cash, U.S. Government Obligations or other high
grade, liquid debt instruments having a value equal to the repurchase price,
including accrued interest. Reverse repurchase agreements involve the risk that
the market value of the securities sold by the Portfolio may decline below the
repurchase price of the securities. Reverse repurchase agreements are considered
to be borrowings by the Portfolio for purposes of the limitations described in
"Additional Investment Limitations" below and in the Trust's Statement of
Additional Information.

When-Issued and Delayed-Delivery Securities. To secure prices deemed
advantageous at a particular time, the Portfolio may purchase securities on a
when-issued or delayed-delivery basis, in which case delivery of the securities
occurs beyond the normal settlement period; payment for or delivery of the
securities would be made prior to the reciprocal delivery or payment by the
other party to the transaction. The Portfolio will enter into when-issued or
delayed-delivery transactions for the purpose of acquiring securities and not
for the purpose of leverage. When-issued securities purchased by the Portfolio
may include securities purchased on a "when, as and if issued" basis under which
the issuance of the securities depends on the occurrence of a subsequent event.

Securities purchased on a when-issued or delayed-delivery basis may expose the
Portfolio to risk because the securities may experience fluctuations in value
prior to their actual delivery. The Portfolio does not accrue income with
respect to a when-issued or delayed-delivery security prior to its stated
delivery date. Purchasing securities on a when-issued or delayed-delivery basis
can involve the additional risk that the yield available in the market when the
delivery takes place may be higher than that obtained in the transaction itself.
Upon purchasing a security on a when-issued or delayed- delivery basis, the
Portfolio will maintain a segregated account at the Portfolio's custodian
containing cash, U.S. Government Obligations or other high grade liquid debt
instruments in an amount at least equal to the when- issued or delayed-delivery
commitment.

Illiquid Securities. The Portfolio may not invest more than 10% of its net
assets in securities which are illiquid or otherwise not readily marketable. If
a security becomes illiquid after purchase by the Portfolio, the Portfolio will
normally sell the security unless to do so would not be in the best interests of
shareholders.

PORTFOLIO QUALITY AND MATURITY

The Portfolio will maintain a dollar-weighted average maturity of 90 days or
less. All securities in which the Portfolio invests will have or be deemed to
have remaining maturities of 397 days or less on the date of their purchase,
will be denominated in U.S. dollars and will have been rated in the highest
rating category by two NRSROs (or one NRSRO if that NRSRO is the only such NRSRO
which rates the security), or if unrated, are believed by Bankers Trust, under
the supervision of the Portfolio Trust's Board of Trustees, to be of comparable
quality.

Currently, there are six rating agencies which have been designated by the SEC
as an NRSRO. These organizations and their highest quality rating category are:
Duff and Phelps, Inc., D-1; Fitch Investors Services, LP, F-1; Moody's Investors
Service Inc., Prime-1; Standard & Poor's Corp., A-1; IBCA Limited and IBCA Inc.,
A-1; Thompson Bank Watch, Inc., TBW-1. A description of such ratings is provided
in the Appendix to the Statement of Additional Information. Bankers Trust,
acting under the supervision of and procedures adopted by the Board of Trustees
of the Portfolio Trust, will also determine that all securities purchased by the
Portfolio present minimal credit risks. Bankers Trust will cause the Portfolio
to dispose of any security as soon as practicable if the security is no longer
of the requisite quality, unless such action would not be in the best interest
of the Portfolio.

ADDITIONAL INVESTMENT LIMITATIONS

The Fund has the same investment restrictions as the Portfolio, except that the
Fund may invest all of its Assets in another open-end investment company with
substantially the same investment objectives, such as the Portfolio. The
Portfolio may not invest more than 25% of its total assets in the securities of
issuers in any single industry, except that, under normal market conditions,
more than 25% of the total assets of the Portfolio will be invested in foreign
and domestic bank obligations. As an operating policy, the Portfolio may not
invest more than 5% of its total assets in the obligations of any one issuer
except for U.S. Government Obligations and repurchase agreements, which may be
purchased without limitation. The Portfolio is also authorized to borrow,
including entering into reverse repurchase transactions, in an amount up to 10%
of its total assets for temporary purposes, but not for leverage, and to pledge
its assets to the same extent in connection with these borrowings. At the time
of an investment, the Portfolio's aggregate holdings of repurchase agreements
having a remaining maturity of more than seven calendar days (or which may not
be terminated within seven calendar days upon notice by the Portfolio), time
deposits having a remaining maturity of more than seven calendar days and other
illiquid securities will not exceed 10% of the Portfolio's net assets. If
changes in the liquidity of certain securities cause the Portfolio to exceed
such 10% limit, the Portfolio will take steps to bring the aggregate amount of
its illiquid securities back below 10% of its net assets as soon as practicable,
unless such action would not be in the best interest of the Portfolio. The
Statement of Additional Information contains further information on the Fund's
and the Portfolio's investment restrictions.

R I S K F A C T O R S ; M A T C H I N G T H E F U N D T O
Y O U R I N V E S T M E N T N E E D S

The Fund is designed for conservative investors looking for high current income
approximating money market rates while remaining conveniently liquid with a
stable share price. The Portfolio follows practices which enable the Fund to
attempt to maintain a $1.00 share price: limiting average maturity of the
securities held by the Portfolio to 90 days or less; buying securities which
mature in 397 days or less; and buying only high quality securities with minimal
credit risks. Of course, the Fund cannot guarantee a $1.00 share price, but
these practices help to minimize any price fluctuations that might result from
rising or declining interest rates. While the Portfolio invests in high quality
money market securities, you should be aware that your investment is not without
risk. All money market instruments, including U.S. Government securities, can
change in value when interest rates or an issuer's creditworthiness changes.

SPECIAL INFORMATION CONCERNING MASTER-FEEDER FUND STRUCTURE

Unlike other mutual funds which directly acquire and manage their own portfolio
securities, the Fund seeks to achieve its investment objective by investing all
of its Assets in the Portfolio, a separate registered investment company with
the same investment objective as the Fund. Therefore, an investor's interest in
the Portfolio's securities is indirect, like investments in other investment
companies and pooled investment vehicles. In addition to selling a beneficial
interest to the Fund, the Portfolio may sell beneficial interests to other
mutual funds or institutional investors. Such investors will invest in the
Portfolio on the same terms and conditions and will pay a proportionate share of
the Portfolio's expenses. However, the other investors investing in the
Portfolio are not required to sell their shares at the same public offering
price as the Fund due to variations in sales commissions and other operating
expenses. Therefore, investors in the Fund should be aware that these
differences may result in differences in returns experienced by investors in the
different funds that invest in the Portfolio. Such differences in returns are
also present in other mutual fund structures. Information concerning other
holders of interests in the Portfolio is available from Bankers Trust at (800)
422-6577.

Smaller funds investing in the Portfolio may be materially affected by the
actions of larger funds investing in the Portfolio. For example, if a large fund
withdraws from the Portfolio, the remaining funds may experience higher pro rata
operating expenses, thereby producing lower returns (however, this possibility
exists as well for traditionally structured funds which have large institutional
investors). Additionally, the Portfolio may become less diverse, resulting in
increased portfolio risk. Also, funds with a greater pro rata ownership in the
Portfolio could have effective voting control of the operations of the
Portfolio. Except as permitted by the SEC, whenever the Trust is requested to
vote on matters pertaining to the Portfolio, the Trust will hold a meeting of
shareholders of the Fund and will cast all of its votes in the same proportion
as the votes of the Fund's shareholders. Fund shareholders who do not vote will
not affect the Trust's votes at the Portfolio meeting. The percentage of the
Trust's votes representing Fund shareholders not voting will be voted by the
Trustees or officers of the Trust in the same proportion as the Fund
shareholders who do, in fact, vote. Certain changes in the Portfolio's
investment objective, policies or restrictions may require the Fund to withdraw
its interest in the Portfolio. Any such withdrawal could result in a
distribution "in kind" of portfolio securities (as opposed to a cash
distribution from the Portfolio). If securities are distributed, the Fund could
incur brokerage, tax or other charges in converting the securities to cash. In
addition, the distribution in kind may result in a less diversified portfolio of
investments or adversely affect the liquidity of the Fund. Notwithstanding the
above, there are other means for meeting redemption requests, such as borrowing.

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

The Fund's investment objective is not a fundamental policy and may be changed
upon notice to but without the approval of the Fund's shareholders. If there is
a change in the Fund's investment objective, the Fund's shareholders should
consider whether the Fund remains an appropriate investment in light of their
then-current needs. The investment objective of the Portfolio is a fundamental
policy. Shareholders of the Fund will receive 30 days prior written notice with
respect to any change in the investment objective of the Fund or the Portfolio.

For descriptions of the investment objective, policies and restrictions of the
Portfolio, see "Investment Objective and Policies." For descriptions of the
management of the Portfolio, see "Management of the Trust and BT Investment
Portfolios" herein and "Management of the Trust and Portfolios" in the Statement
of Additional Information. For descriptions of the expenses of the Portfolio,
see "Management of the Trust and BT Investment Portfolios" herein.

N E T A S S E T V A L U E

The net asset value per share of the Fund is calculated on each day on which the
Fund is open (each such day being a "Valuation Day"). The Fund is currently open
on each day, Monday through Friday, except (a) January 1st, Martin Luther King,
Jr.'s Birthday (the third Monday in January), Presidents' Day (the third Monday
in February), Memorial Day (the last Monday in May), July 4th, Labor Day (the
first Monday in September), Columbus Day (the second Monday in October),
Veteran's Day (November 11th), Thanksgiving Day (the last Thursday in November)
and December 25th; and (b) the preceding Friday or the subsequent Monday when
one of the calendar determined holidays falls on a Saturday or Sunday,
respectively.

The net asset value per share of the Fund is calculated on each Valuation Day as
of the close of regular trading on the New York Stock Exchange Inc. (the "NYSE")
(currently 4:00 p.m., New York time). The net asset value per share of the Fund
is computed by dividing the value of the Fund's assets (i.e., the value of its
investment in the Portfolio and other assets), less all liabilities, by the
total number of its shares outstanding. The Fund's net asset value will normally
be $1.00.

The assets of the Portfolio are valued by using the amortized cost method of
valuation. This method involves valuing each security held by the Portfolio at
its cost at the time of its purchase and thereafter assuming a constant
amortization to maturity of any discount or premium. Accordingly, immaterial
fluctuations in the market value of the securities held by the Portfolio will
not be reflected in the Fund's net asset value. The Board of Trustees of the
Portfolio Trust will monitor the valuation of assets by this method and will
make such changes as it deems necessary to assure that the assets are valued
fairly and in good faith by the Portfolio.

P U R C H A S E A N D R E D E M P T I O N O F S H A R E S

PURCHASE OF SHARES

The Trust accepts purchase orders for shares of the Fund at the net asset value
per share of the Fund next determined on each Valuation Day. See "Net Asset
Value" above. There is no sales charge on the purchase of shares, but costs of
distributing shares of the Fund may be reimbursed from its assets, as described
herein. Excluding retirement plans, the minimum initial investment in the Fund
is $10 million. The subsequent minimum investment in the Fund is $500,000
(excluding retirement plans). Service Agents may impose initial and subsequent
investment minimums that differ from these amounts. Shares of the Fund may be
purchased in only those states where they may be lawfully sold.

Purchase orders for shares of the Fund will receive, on any Valuation Day, the
net asset value next determined following receipt by the Service Agent and
transmission to Bankers Trust, as the Trust's transfer agent (the "Transfer
Agent") of such order. If the purchase order is received by the Service Agent
and transmitted to the Transfer Agent prior to 4:00 p.m. (New York time) and if
payment in the form of federal funds is received on that day by Bankers Trust,
as the Trust's custodian (the "Custodian"), the shareholder will receive the
dividend declared on that day. If the purchase order is received by the Service
Agent and transmitted to the Transfer Agent after 4:00 p.m. (New York time), the
shareholder will receive the dividend declared on the following day even if the
Custodian receives federal funds on that day.

Shares must be purchased in accordance with procedures established by the
Transfer Agent and Service Agents, including Bankers Trust, in connection with
customers' accounts. It is the responsibility of each Service Agent to transmit
to the Transfer Agent purchase and redemption orders and to transmit to the
Custodian purchase payments on behalf of its customers in a timely manner, and a
shareholder must settle with the Service Agent his or her entitlement to an
effective purchase or redemption order as of a particular time. Because Bankers
Trust is the Custodian and Transfer Agent of the Trust, funds may be transferred
directly from or to a customer's account with Bankers Trust to or from the Fund
without incurring the additional costs or delays associated with the wiring of
federal funds.

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

Systematic Investment Plan. The Fund may offer shareholders a systematic
investment plan under which shareholders may authorize some Service Agents to
place a purchase order each month or quarter for Fund shares in an amount not
less than $100. For further information regarding the systematic investment
plan, shareholders should contact their Service Agent.

REDEMPTION OF SHARES

Shareholders may redeem shares at the net asset value per share next determined
on each Valuation Day. Redemption requests should be transmitted by customers in
accordance with procedures established by the Transfer Agent and the
shareholder's Service Agent. Redemption requests for shares of the Fund received
by the Service Agent and transmitted to the Transfer Agent prior to 4:00 p.m.
(New York time) on each Valuation Day will be redeemed at the net asset value
per share next determined and the redemption proceeds normally will be delivered
to the shareholder's account with the Service Agent on that day; no dividend
will be paid on the day of redemption. Redemption requests received by the
Service Agent and transmitted to the Transfer Agent after 4:00 p.m. (New York
time) on each Valuation Day will be redeemed at the net asset value per share
next determined and redemption proceeds normally will be delivered to the
shareholder's account with the Service Agent the following day; shares redeemed
in this manner will receive the dividend declared on the day of the redemption.
Payments for redemptions will in any event be made within seven calendar days
following receipt of the request.

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

Redemption orders are processed without charge by the Trust. A Service Agent may
on at least 30 days' notice involuntarily redeem a shareholder's account with
the Fund having a current value of less than $100,000 (excluding retirement
plans).

Automatic Cash Withdrawal Plan. The Fund may offer shareholders an automatic
cash withdrawal plan, under which shareholders who own shares of the Fund may
elect to receive periodic cash payments. Retirement plan accounts are eligible
for automatic cash withdrawal plans only where the shareholder is eligible to
receive qualified distributions. For further information regarding the automatic
cash withdrawal plan, shareholders should contact their Service Agent.

Checkwriting. Shareholders of the Fund may redeem shares by check. Checks may
not be used to close an account. Shareholders will continue to earn dividends on
shares to be redeemed until the check clears. Checks will be returned to
shareholders at the end of the month. There is no charge for redemption of
shares by check. Additional information regarding the checkwriting privilege may
be obtained from a Service Agent.

EXCHANGE PRIVILEGE

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

* Call your Service Agent for information and a prospectus. Read the
prospectus for relevant information.

* Complete and sign an application, taking care to register your new account in
the same name, address, and taxpayer identification number as your existing
account(s).

* Each exchange represents the sale of shares of one fund and the purchase of
shares of another, which may produce a gain or loss for tax purposes. Your
Service Agent will send a written confirmation of each exchange transaction.

TAX-SAVING RETIREMENT PLANS

Retirement plans offer significant tax savings and are available to individuals,
partnerships, small businesses, corporations, nonprofit organizations and other
institutions. Contact your Service Agent or Bankers Trust for further
information. Bankers Trust can set up your new account in the Fund under a
number of several tax-sheltered plans. These plans contain special tax
advantages and let you invest for retirement while sheltering your investment
income from current taxes. Minimums may differ from those listed elsewhere in
the Prospectus.

* Individual Retirement Accounts (IRAs): personal savings plans that offer
tax advantages for individuals to set aside money for retirement and allow
new contributions of $2,000 per tax year.

* Rollover IRAs: tax-deferred retirement accounts that retain the special tax
advantages of lump sum distributions from qualified retirement plans and
transferred IRA accounts.

* Simplified Employee Pension Plans (SEP): a relatively easy and inexpensive
alternative to retirement planning for sole proprietors, partnerships and
corporations. Under a SEP, employers make tax-deductible contributions to
their own and to eligible employees' IRA accounts. Employee contributions are
available through a "Salary Deferral" SEP for businesses with fewer than 25
eligible employees.

* Keogh Plans: defined contribution plans available to individuals with self-
employed income and nonincorporated businesses such as sole proprietors,
professionals and partnerships. Contributions are tax-deductible to the
employer and earnings are tax-sheltered until distribution.

* Corporate Profit-Sharing and Money-Purchase Plans: defined contribution
plans available to corporations to benefit their employees by making
contributions on their behalf and in some cases permitting their employees
to make contributions.

* 401(k) Programs: defined contribution plans available to corporations allowing
tax-deductible employer contributions and permitting employees to contribute a
percentage of their wages on a tax-deferred basis.

* 403(b) Custodian Accounts: defined contribution plans open to employees of
most nonprofit organizations and educational institutions.

* Deferred Benefit Plans: plan sponsors may invest all or part of their
pension assets in the Fund.

D I V I D E N D S, D I S T R I B U T I O N S A N D T A X E S

The Portfolio determines its net income and realized capital gains, if any, on
each Valuation Day and allocates all such income and gain pro rata among the
Fund and the other investors in the Portfolio at the time of such determination.
The Fund declares dividends from its net income (i.e., the Fund's pro rata share
of the net income of the Portfolio) on each Valuation Day and pays dividends for
the preceding month within the first five Valuation Days of each month. The Fund
reserves the right to include realized short-term gains, if any, in such daily
dividends. Distributions of the Fund's pro rata share of the Portfolio's net
realized long-term capital gains, if any, and any undistributed net realized
short-term capital gains are normally declared and paid annually at the end of
the fiscal year in which they were earned to the extent they are not offset by
any capital loss carryforwards. Since the Fund is subject to a 4% nondeductible
excise tax on certain undistributed amounts of ordinary income and capital
gains, the Fund expects to make such other distributions as are necessary to
avoid the application of this tax. Unless a shareholder instructs the Fund to
pay dividends or capital gains distributions in cash, dividends and
distributions will automatically be reinvested at net asset value in additional
shares of the Fund.

The Trust intends to qualify the Fund as a regulated investment company, as
defined in the Internal Revenue Code of 1986, as amended (the "Code"). Provided
the Fund meets the requirements imposed by the Code, the Fund will not pay any
Federal income or excise taxes. The Portfolio will also not be required to pay
any Federal income or excise taxes. Dividends paid by the Fund from its taxable
net investment income and distributions by the Fund of its net realized
short-term capital gains are taxable to shareholders as ordinary income, whether
received in cash or reinvested in additional shares of the Fund. The Trust does
not expect that the Fund will realize long-term capital gains and thus does not
contemplate paying distributions taxable to shareholders as long-term capital
gains. The Fund's dividends and distributions will not qualify for the
dividends-received deduction for corporations.

Statements as to the tax status of each shareholder's dividends and
distributions, if any, are mailed annually. Each shareholder will also receive,
if appropriate, various written notices after the end of the Fund's prior
taxable year as to the Federal income tax status of his or her dividends and
distributions which were received from the Fund during that year. Shareholders
should consult their tax advisers to assess the consequences of investing in the
Fund under state and local laws and to determine whether dividends paid by the
Fund that represent interest derived from U.S. Government Obligations are exempt
from any applicable state or local income taxes.

P E R F O R M A N C E I N F O R M A T I O N A N D R E P O R T S

From time to time, the Trust may advertise "current yield" and/or "effective
yield" for the Fund. All yield figures are based on historical earnings and are
not intended to indicate future performance. The "current yield" of the Fund
refers to the income generated by an investment in the Fund over a seven-day
period (which period will be stated in the advertisement). This income is then
"annualized;'" that is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The "effective yield" is calculated
similarly but, when annualized, the income earned by an investment in the Fund
is assumed to be reinvested. The "effective yield" will be slightly higher than
the "current yield" because of the compounding effect of this assumed
reinvestment. The Trust may include this information in sales material and
advertisements for the Fund.

Yield is a function of the quality, composition and maturity of the securities
held by the Portfolio and operating expenses of the Fund and the Portfolio. In
particular, the Fund's yield will rise and fall with short-term interest rates,
which can change frequently and sharply. In periods of rising interest rates,
the yield of the Fund will tend to be somewhat lower than prevailing market
rates, and in periods of declining interest rates, the yield will tend to be
somewhat higher. In addition, when interest rates are rising, the inflow of net
new money to the Fund from the continuous sale of its shares will likely be
invested by the Portfolio in instruments producing higher yields than the
balance of the Portfolio's securities, thereby increasing the current yield of
the Fund. In periods of falling interest rates, the opposite can be expected to
occur. Accordingly, yields will fluctuate and do not necessarily indicate future
results. While yield information may be useful in reviewing the performance of
the Fund, it may not provide a basis for comparison with bank deposits, other
fixed rate investments, or other investment companies that may use a different
method of calculating yield. Any fees charged by Service Agents for processing
purchase and/or redemption transactions will effectively reduce the yield for
those shareholders.

From time to time, advertisements or reports to shareholders may compare the
yield of the Fund to that of other mutual funds with similar investment
objectives or to that of a particular index. The yield of the Fund might be
compared with, for example, the IBC/Donoghue's Taxable First Tier Institutional
Only Money Fund Average, which is an average compiled by IBC/ Donoghue's Money
Fund Report, a widely recognized, independent publication that monitors the
performance of money market mutual funds. Similarly, the yield of the Fund might
be compared with rankings prepared by Micropal Limited and/or Lipper Analytical
Services, Inc., which are widely recognized, independent services that monitor
the investment performance of mutual funds. The yield of the Fund might also be
compared with the average yield reported by the Bank Rate Monitor for money
market deposit accounts offered by the 50 leading banks and thrift institutions
in the top five standard metropolitan areas. Shareholders may make inquiries
regarding the Fund, including current yield quotations and performance
information, by contacting any Service Agent.

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

M A N A G E M E N T O F T H E T R U S T A N D
B T I N V E S T M E N T P O R T F O L I O S

BOARD OF TRUSTEES

The affairs of the Trust and BT Investment Portfolios are managed under the
supervision of their respective Board of Trustees. By virtue of the
responsibilities assumed by Bankers Trust, the administrator of the Trust and BT
Investment Portfolios, neither the Trust nor BT Investment Portfolios require
employees other than its executive officers. None of the executive officers of
the Trust or BT Investment Portfolios devotes full time to the affairs of the
Trust or BT Investment Portfolios.

The Trustees of the Trust who are not "interested persons" (as defined in the
1940 Act) (the "Independent Trustees") of the Trust are not the same as the
Independent Trustees of the Portfolio. For more information with respect to the
Trustees of both the Trust and BT Investment Portfolios, see "Management of the
Trust and Portfolios" in the Statement of Additional Information.

INVESTMENT ADVISER

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

Bankers Trust, a New York banking corporation with executive offices at 280 Park
Avenue, New York, New York 10017, is a wholly-owned subsidiary of Bankers Trust
New York Corporation. Bankers Trust conducts a variety of general banking and
trust activities and is a major wholesale supplier of financial services to the
international and domestic institutional markets. As of December 31, 1994,
Bankers Trust New York Corporation was the seventh largest bank holding company
in the United States with total assets of approximately $97 billion. Bankers
Trust is a worldwide merchant bank dedicated to servicing the needs of
corporations, governments, financial institutions and private clients through a
global network of 129 offices in 38 countries. Investment management is a core
business of Bankers Trust, built on a tradition of excellence from its roots as
a trust bank founded in 1903. The scope of Bankers Trust's investment management
capability is unique due to its leadership positions in both active and passive
quantitative management and its presence in major equity and fixed income
markets around the world. Bankers Trust is one of the nation's largest and most
experienced investment managers, with approximately $185 billion in assets under
management. Of that total, approximately $47 billion are in cash assets alone.
This makes Bankers Trust one of the nation's leading managers of cash funds.

Bankers Trust has more than 50 years of experience managing retirement assets
for the nation's largest corporations and institutions. In the past, these
clients have been serviced through separate account and commingled fund
structures. Now, the BT Family of Funds brings Bankers Trust's extensive
investment management expertise -- once available to only the largest
institutions in the U.S. -- to individual investors for the first time. Bankers
Trust's officers have had extensive experience in managing investment portfolios
having objectives similar to those of the Portfolio. Bankers Trust has been
advised by its counsel that, in counsel's opinion, Bankers Trust currently may
perform the services for the Trust and the Portfolios described in this
Prospectus and the Statement of Additional Information without violation of the
Glass-Steagall Act or other applicable banking laws or regulations. State laws
on this issue may differ from the interpretations of relevant Federal law and
banks and financial institutions may be required to register as dealers pursuant
to state securities law.

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

Under its Investment Advisory Agreement, Bankers Trust receives a fee from the
Portfolio, computed daily and paid monthly, at the annual rate of 0.15% (before
waiver) of the average daily net assets of the Portfolio.

ADMINISTRATOR

Under its Administration and Services Agreement with the Trust, Bankers Trust
calculates the net asset value of the Fund and generally assists the Board of
Trustees of the Trust in all aspects of the administration and operation of the
Trust. The Administration and Services Agreement provides for the Trust to pay
Bankers Trust a fee, computed daily and paid monthly, at the annual rate of
0.05% of the average daily net assets of the Fund.

Under an Administration and Services Agreement with BT Investment Portfolios,
Bankers Trust calculates the value of the assets of the Portfolio and generally
assists the Board of Trustees of BT Investment Portfolios in all aspects of the
administration and operation of BT Investment Portfolios. The Administration and
Services Agreement provides for the Portfolio to pay Bankers Trust a fee,
computed daily and paid monthly, at the annual rate of 0.05% of the average
daily net assets of the Portfolio. Under each Administration and Services
Agreement, Bankers Trust may delegate one or more of its responsibilities to
others, including Signature, at Bankers Trust's expense. For more information,
see the Statement of Additional Information.

DISTRIBUTOR

Under its Distribution Agreement with the Trust, Signature, as Distributor,
serves as the Trust's principal underwriter on a best efforts basis. In
addition, Signature provides the Trust with office facilities. Signature is a
wholly-owned subsidiary of Signature Financial Group, Inc. ("SFG"). SFG and its
affiliates currently provide administration and distribution services for other
registered investment companies. The principal business address of SFG and
Signature is 6 St. James Avenue, Boston, Massachusetts 02116.

Pursuant to the terms of the Trust's Plan of Distribution pursuant to Rule 12b-1
under the 1940 Act (the "Plan"), Signature may seek reimbursement in an amount
not exceeding 0.10% of the Fund's average daily net assets annually for expenses
incurred in connection with any activities primarily intended to result in the
sale of the Fund's shares, including, but not limited to: compensation to and
expenses (including overhead and telephone expenses) of account executives or
other employees of Signature who, as their primary activity, engage in or
support the distribution of shares; printing of prospectuses, statements of
additional information and reports for other than existing Fund shareholders in
amounts in excess of that typically used in connection with the distribution of
shares of the Fund; costs of placing advertising in various media; services of
parties other than Signature or its affiliates in formulating sales literature;
and typesetting, printing and distribution of sales literature. All costs and
expenses in connection with implementing and operating the Plan will be paid by
the Fund, subject to the 0.20% of net assets limitation. All costs and expenses
associated with preparing the prospectuses and statements of additional
information and in connection with printing them for and distributing them to
existing shareholders and regulatory authorities, which costs and expenses would
not be considered distribution expenses for purposes of the Plan, will also be
paid by the Fund. To the extent expenses of Signature under the Plan in any
fiscal year of the Trust exceed amounts payable under the Plan during that year,
those expenses will not be reimbursed in any succeeding fiscal year. Expenses
incurred in connection with distribution activities will be identified to the
Fund or other series of the Trust involved, although it is anticipated that some
activities may be conducted on a Trust-wide basis, with the result that those
activities will not be identifiable to any particular series. In the latter
case, expenses will be allocated among the series of the Trust on the basis of
their relative net assets. It is not expected that any payments will be made
under the Plan in the foreseeable future.

SERVICE AGENT

All shareholders must be represented by a Service Agent. Bankers Trust acts as a
Service Agent pursuant to its Administration and Services Agreement with the
Trust and receives no additional compensation from the Fund for such shareholder
services. The service fees of any other Service Agents, including
broker-dealers, will be paid by Bankers Trust from its fees.The services
provided by a Service Agent may include establishing and maintaining shareholder
accounts, processing purchase and redemption transactions, performing
shareholder sub-accounting, answering client inquiries regarding the Trust,
investing client cash account balances automatically in Fund shares and
processing redemption transactions at the request of clients, assisting clients
in changing dividend options, account designations and addresses, providing
periodic statements showing the client's account balance and integrating these
statements with those of other transactions and balances in the client's other
accounts serviced by the Service Agent, transmitting proxy statements, periodic
reports, updated prospectuses and other communications to shareholders and, with
respect to meetings of shareholders, collecting, tabulating and forwarding to
the Trust executed proxies, arranging for bank wires and obtaining such other
information and performing such other services as the Administrator or the
Service Agent's clients may reasonably request and agree upon with the Service
Agent. Service Agents may separately charge their clients additional fees only
to cover provision of additional or more comprehensive services not already
provided under the Administration and Services Agreement with Bankers Trust, or
of the type or scope not generally offered by a mutual fund, such as cash
management services or enhanced retirement or trust reporting. In addition,
investors may be charged a transaction fee if they effect transactions in Fund
shares through a broker or agent. Each Service Agent has agreed to transmit to
shareholders, who are its customers, appropriate disclosures of any fees that it
may charge them directly.

CUSTODIAN AND TRANSFER AGENT

Bankers Trust acts as Custodian of the assets of the Trust and BT Investment
Portfolios and serves as the Transfer Agent for the Trust and BT Investment
Portfolios under the respective Administration and Services Agreement with the
Trust and BT Investment Portfolios.

ORGANIZATION OF THE TRUST

The Trust was organized on March 26, 1990 under the laws of the Commonwealth of
Massachusetts. The Fund is a separate series of the Trust. The Trust offers
shares of beneficial interest of separate series, par value $0.001 per share.
The shares of the other series of the Trust are offered through separate
prospectuses. No series of shares has any preference over any other series.

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

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

Liquid Assets Portfolio is a series of BT Investment Portfolios, an open-end
management investment company. BT Investment Portfolios was organized as a trust
under the laws of the State of New York. BT Investment Portfolios' Declaration
of Trust provides that the Fund and other entities investing in the Portfolio
(e.g., other investment companies, insurance company separate accounts and
common and commingled trust funds) will each be liable for all obligations of
the Portfolio. However, the risk of the Fund 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.
Accordingly, the Trustees of the Trust believe that neither the Fund nor its
shareholders will be adversely affected by reason of the Fund's investing in the
Portfolio. The interest in BT Investment Portfolios are divided into separate
series, such as the Portfolio. No series of BT Investment Portfolios has any
preference over any other series.

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

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

EXPENSES OF THE TRUST

The Fund bears its own expenses. Operating expenses for the Fund generally
consist of all costs not specifically borne by Bankers Trust or Signature,
including administration and services fees, fees for necessary professional
services, amortization of organizational expenses, the costs of regulatory
compliance and costs associated with maintaining legal existence and shareholder
relations. Bankers Trust and Signature have agreed to reimburse the Fund to the
extent required by applicable state law for certain expenses that are described
in the Statement of Additional Information. The Portfolio bears its own
expenses. Operating expenses for the Portfolio generally consist of all costs
not specifically borne by Bankers Trust or Signature, including investment
advisory and administration and services fees, fees for necessary professional
services, amortization of organizational expenses, and the costs associated with
regulatory compliance and maintaining legal existence and investor relations.
<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

INVESTMENT ADVISER OF THE PORTFOLIO AND ADMINISTRATOR
BANKERS TRUST COMPANY

DISTRIBUTOR
SIGNATURE BROKER-DEALER SERVICES, INC.

CUSTODIAN AND TRANSFER AGENT
BANKERS TRUST COMPANY

INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.

COUNSEL
WILLKIE FARR & GALLAGHER

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

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

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

<PAGE>

BT0440

[RED HERRING LEGEND]
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Statement of Additional Information shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any sale
of these securities in any State in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the securities laws
of any such State.

BT INSTITUTIONAL
- --------------------------------------------------------------------------------

INSTITUTIONAL CASH MANAGEMENT FUND
INSTITUTIONAL CASH RESERVES , 1995
INSTITUTIONAL LIQUID ASSETS FUND
INSTITUTIONAL TREASURY MONEY FUND
INSTITUTIONAL TAX FREE MONEY FUND
INSTITUTIONAL NY TAX FREE MONEY FUND

STATEMENT OF ADDITIONAL INFORMATION

BT Institutional Funds (the "Trust") is an open-end management
investment company that offers investors a selection of investment portfolios,
each having distinct investment objectives and policies. This Statement of
Additional Information relates to the following investment portfolios (each a
"Fund" and, collectively, the "Funds"), each of which seeks a high level of
current income consistent with liquidity and the preservation of capital.

INSTITUTIONAL CASH MANAGEMENT FUND--a diversified investment portfolio
that seeks a high level of current income through investment in a
Portfolio of high quality money market instruments.

INSTITUTIONAL CASH RESERVES--a diversified investment portfolio that
seeks a high level of current income through investment in a Portfolio
of high quality money market instruments.

INSTITUTIONAL LIQUID ASSETS FUND--a diversified investment portfolio
that seeks a high level of current income through investment in a
Portfolio of high quality money market instruments.

INSTITUTIONAL TREASURY MONEY FUND--a diversified investment portfolio
that seeks a high level of current income through investment in a
Portfolio of direct obligations of the U.S. Treasury and repurchase
agreements in respect of those obligations.

INSTITUTIONAL TAX FREE MONEY FUND--a diversified investment portfolio
that seeks a high level of current income exempt from Federal income
taxes through investment in a Portfolio primarily of obligations issued
by states and their authorities, agencies, instrumentalities and
political subdivisions.

INSTITUTIONAL NY TAX FREE MONEY FUND--a nondiversified investment
portfolio that seeks a high level of current income exempt from
Federal, New York State and New York City income taxes through
investment in a Portfolio primarily of obligations of the State of New
York and its authorities, agencies, instrumentalities and political
subdivisions.

<PAGE>

As described in the Prospectuses, the Trust seeks to achieve the
investment objectives of each Fund by investing all the investable assets of the
Fund in a diversified (or nondiversified, in the case of Institutional NY Tax
Free Money Fund) open-end management investment company having the same
investment objectives as such Fund. These investment companies are,
respectively, Cash Management Portfolio, Cash Management Portfolio, BT
Investment Portfolios -- Liquid Assets Portfolio ("Liquid Assets Portfolio"),
Treasury Money Portfolio, Tax Free Money Portfolio, and NY Tax Free Money
Portfolio (collectively, the "Portfolios").

Since the investment characteristics of each Fund will correspond
directly to those of the respective Portfolio in which the Fund invests all of
its assets, the following is a discussion of the various investments of and
techniques employed by the Portfolios.

Shares of the Funds are sold by Signature Broker-Dealer Services, Inc.
("Signature"), the Trust's Distributor, to clients and customers (including
affiliates and correspondents) of Bankers Trust Company ("Bankers Trust"), the
Portfolios' Adviser, and to clients and customers of other organizations.

The Trust's prospectuses, which may be amended from time to time (each,
a "Prospectus"), with respect to Institutional Cash Management Fund,
Institutional Treasury Fund, Institutional Tax Free Money Fund, Institutional NY
Tax Free Money Fund and Institutional Cash Reserves are dated _______, 1995. The
Trust's Prospectus, which may be amended from time to time, with respect to
Institutional Liquid Assets Fund is dated ______, 1995. The Prospectuses provide
the basic information investors should know before investing, may be obtained
without charge by calling the Trust at the telephone number listed below or by
contacting any Service Agent. This Statement of Additional Information, which is
not a Prospectus, is intended to provide additional information regarding the
activities and operations of the Trust and should be read in conjunction with
the Prospectuses. Capitalized terms not otherwise defined in this Statement of
Additional Information have the meanings accorded to them in the Trust's
Prospectuses.

BANKERS TRUST COMPANY
INVESTMENT ADVISER OF EACH PORTFOLIO AND ADMINISTRATOR
SIGNATURE BROKER-DEALER SERVICES, INC.
DISTRIBUTOR

6 St. James Avenue Boston, Massachusetts 02116 (800) 422-6577

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

Each Fund's Prospectus discusses the investment objective of the Fund
and the policies to be employed to achieve those objectives by its corresponding
Portfolio. This section contains supplemental information concerning the types
of securities and other instruments in which the Portfolio may invest, the
investment policies and portfolio strategies that the Portfolio may utilize and
certain risks attendant to those investments, policies and strategies.

Bank Obligations

For purposes of the Portfolios' investment policies with respect to
bank obligations, the assets of a bank will be deemed to include the assets of
its domestic and foreign branches. Obligations of foreign branches of U.S. banks
and foreign banks may be general obligations of the parent bank in addition to
the issuing bank or may be limited by the terms of a specific obligation and by
government regulation. If Bankers Trust, acting under the supervision of the
Board of Trustees, deems the instruments to present minimal credit risk, each
Portfolio other than Treasury Money Portfolio may invest in obligations of
foreign banks or foreign branches of U.S. banks which include banks located in
the United Kingdom, Grand Cayman Island, Nassau, Japan and Canada. Investments
in these obligations may entail risks that are different from those of
investments in obligations of U.S. domestic banks because of differences in
political, regulatory and economic systems and conditions. These risks include
future political and economic developments, currency blockage, the possible
imposition of withholding taxes on interest payments, possible seizure or
nationalization of foreign deposits, difficulty or inability of pursuing legal
remedies and obtaining judgments in foreign courts, possible establishment of
exchange controls or the adoption of other foreign governmental restrictions
that might affect adversely the payment of principal and interest on bank
obligations. Foreign branches of U.S. banks and foreign banks may also be
subject to less stringent reserve requirements and to different accounting,
auditing, reporting and recordkeeping standards that those applicable to
domestic branches of U.S. banks.

Commercial Paper

Commercial paper obligations in which the Portfolios may invest are
short-term, unsecured negotiable promissory notes of U.S. or foreign
corporations that at the time of purchase meet the rating criteria described in
the Prospectuses. Investments in foreign commercial paper generally involve
risks similar to those described above relating to obligations of foreign banks
or foreign branches of U.S. banks.

U.S. Government Obligations

The Portfolios may invest in direct obligations issued by the U.S.
Treasury or, in the case of the Portfolios other than Treasury Money Portfolio,
in obligations issued or guaranteed by the U.S. Treasury or by agencies or
instrumentalities of the U.S. Government ("U.S. Government Obligations").
Certain short-term U.S. Government Obligations, such as those issued by the
Government National Mortgage Association ("GNMA"), are supported by the "full
faith and credit" of the U.S. Government; others, such as those of the Export-
Import Bank of the U.S., are supported by the right of the issuer to borrow from
the U.S. Treasury; others, such as those of the Federal National Mortgage
Association are solely the obligations of the issuing entity but are supported
by the discretionary authority of the U.S. Government to purchase the agency's
obligations; and still others, such as those of the Student Loan Marketing
Association, are supported by the credit of the instrumentality. No assurance
can be given that the U.S. Government would provide financial support to U.S.
Government-sponsored instrumentalities if it is not obligated to do so by law.

Examples of the types of U.S. Government Obligations that the
Portfolios may hold include, in addition to those described above and direct
U.S. Treasury obligations, the obligations of the Federal Housing
Administration, Farmers Home Administration, Small Business Administration,
General Services Administration, Central Bank for Cooperatives, Federal Farm
Credit Banks, Federal Farm Credit Banks Funding Corp., Federal Home Loan Banks,
Federal Home Loan Mortgage Corporation, Federal Intermediate Credit Banks,
Federal Land Banks and Maritime Administration.

Lending of Portfolio Securities

The Portfolios, other than Tax Free Money Portfolio and NY Tax Free
Money Portfolio, have the authority to lend portfolio securities to brokers,
dealers and other financial organizations. The Portfolios will not lend
securities to Bankers Trust, Signature or their affiliates. By lending its
securities, a Portfolio can increase its income by continuing to receive
interest on the loaned securities as well as by either investing the cash
collateral in short-term securities or obtaining yield in the form of interest
paid by the borrower when U.S. Government Obligations are used as collateral.
There may be risks of delay in receiving additional collateral or risks of delay
in recovery of the securities or even loss of rights in the collateral should
the borrower of the securities fail financially. Each Portfolio will adhere to
the following conditions whenever its securities are loaned: (i) the Portfolio
must receive at least 100% cash collateral or equivalent securities from the
borrower; (ii) the borrower must increase this collateral whenever the market
value of the securities including accrued interest rises above the level of the
collateral; (iii) the Portfolio must be able to terminate the loan at any time;
(iv) the Portfolio must receive reasonable interest on the loan, as well as any
dividends, interest or other distributions on the loaned securities, and any
increase in market value; (v) the Portfolio may pay only reasonable custodian
fees in connection with the loan; and (vi) voting rights on the loaned
securities may pass to the borrower; provided, however, that if a material event
adversely affecting the investment occurs, the Board of Trustees must terminate
the loan and regain the right to vote the securities.

Reverse Repurchase Agreements

The Portfolios may borrow funds for temporary or emergency purposes,
such as meeting larger than anticipated redemption requests, and not for
leverage, by among other things, agreeing to sell portfolio securities to
financial institutions such as banks and broker-dealers and to repurchase them
at a mutually agreed date and price (a "reverse repurchase agreement"). At the
time a Portfolio enters into a reverse repurchase agreement it will place in a
segregated custodial account cash, U.S. Government Obligations or high-grade
debt obligations having a value equal to the repurchase price, including accrued
interest. Reverse repurchase agreements involve the risk that the market value
of the securities sold by a Portfolio may decline below the repurchase price of
those securities. Reverse repurchase agreements are considered to be borrowings
by a Portfolio.

Participation Interests

Tax Free Money Portfolio and NY Tax Free Money Portfolio may purchase
from financial institutions participation interests in Municipal Obligations. A
participation interest gives the Portfolio an undivided interest in the
Municipal Obligation in the proportion that the Portfolio's participation
interest bears to the total principal amount of the Municipal Obligation. These
instruments may be variable rate or fixed rate with remaining maturities of one
year or less. If the participation interest is unrated or has been given a
rating below that which otherwise is permissible for purchase by the Portfolio,
the participation interest will be backed by an irrevocable letter of credit or
guarantee of a bank that the Portfolio's Board of Trustees has determined meets
the prescribed quality standards for the Portfolio, or the payment obligation
otherwise will be collateralized by U.S. Government securities or other
securities deemed appropriate by the Portfolio's Board of Trustees, or, in the
case of an unrated participation interest that is not backed or collateralized
as described above, but that otherwise meets the Trustees' procedures and
standards for creditworthiness and high quality, the underlying Municipal
Obligation must be a permissible investment for the Portfolio. For certain
participation interests, the Portfolio will have the right to demand payment, on
seven days' notice, for all or any part of the Portfolio's participation
interest in the Municipal Obligation, plus accrued interest. As to these
instruments, each Portfolio intends to exercise its right to demand payment from
the issuer of the demand feature only upon a default under the terms of the
Municipal Obligation, as needed to provide liquidity to meet redemptions or to
maintain a high quality investment portfolio. In the event an issuer of a demand
feature defaulted on its payment obligation, the Portfolio might be unable to
dispose of the participation interest because of the absence of a secondary
market and could, for this or other reasons, suffer a loss to the extent of the
default.

Neither Portfolio currently intends to invest more that 5% of its total
assets in participation interests.

Standby Commitments

Tax Free Money Portfolio and NY Tax Free Money Portfolio each may
acquire standby commitments or "puts" solely to facilitate portfolio liquidity;
neither Portfolio intends to exercise its rights thereunder for trading
purposes. The maturity of a Municipal Obligation is not to be considered
shortened by any standby commitment to which the obligation is subject. Thus,
standby commitments do not affect the dollar-weighted average maturity of a
Portfolio.

When Municipal Obligations are subject to puts separate from the
underlying securities, no value is assigned to the put. Because of the
difficulty of evaluating the likelihood of exercise or the potential benefit of
a put, the Board of Trustees has determined that puts shall have a fair market
value of zero, regardless of whether any direct or indirect consideration was
paid.

Since the value of the put is partly dependent on the ability of the
put writer to meet its obligation to repurchase, each Portfolio's policy is to
enter into put transactions only with put writers who are approved by Bankers
Trust. It is the Portfolios' general policy to enter into put transactions only
with those put writers which are determined to present minimal credit risks. In
connection with this determination, the Board of Trustees will review regularly
Bankers Trust's list of approved put writers, taking into consideration, among
other things, the ratings, if available, of their equity and debt securities,
their reputation in the municipal securities markets, their net worth, their
efficiency in consummating transactions and any collateral arrangements, such as
letters of credit securing the puts written by them. Commercial banks normally
will be members of the Federal Reserve System, and other dealers will be members
of the National Association of Securities Dealers, Inc. or members of a national
securities exchange. Other put writers will have outstanding debt rated Aa or
better by Moody's Investors Service, Inc. ("Moody's") or AA or better by
Standard & Poor's Corporation ("S&P"), or will be of comparable quality in
Bankers Trust's opinion, or such put writers' obligations will be collateralized
and of comparable quality in Bankers Trust's opinion. The Board of Trustees has
directed Bankers Trust not to enter into put transactions with any put writer
that, in the judgment of Bankers Trust using the above-described criteria, or
becomes a recognizable credit risk. Neither Portfolio is able to predict whether
all or any portion of any loss sustained could subsequently be recovered from a
put writer in the event that a put writer should default on its obligation to
repurchase an underlying security.

Neither Portfolio currently intends to invest more than 5% of its net
assets in standby commitments.

Municipal Obligations

The two principal classifications of Municipal Obligations are "notes"
and "bonds."

Municipal Notes. Municipal notes generally fund short-term capital
needs and have maturities of one year or less. Tax Free Money Portfolio and NY
Tax Free Money Portfolio may invest in municipal notes, which include:

Tax Anticipation Notes. Tax anticipation notes are issued to finance
working capital needs of municipalities. Generally, they are issued in
anticipation of various seasonal tax revenue, such as income, sales, use and
business taxes, and are payable from these specific future taxes.

Revenue Anticipation Notes. Revenue anticipation notes are issued in
expectation of receipt of other types of revenue, such as Federal revenues
available under Federal revenue sharing programs.

Bond Anticipation Notes. Bond anticipation notes are issued to provide
interim financing until long-term financing can be arranged. In most cases, the
long-term bonds provide funds for the repayment of these notes.

Miscellaneous, Temporary and Anticipatory Instruments. These
instruments may include notes issued to obtain interim financing pending
entering into alternate financial arrangements, such as receipt of anticipated
Federal, state or other grants or aid, passage of increased legislative
authority to issue longer-term instruments or obtaining other refinancing.

Construction Loan Notes. Construction loan notes are sold to provide
construction financing. Permanent financing, the proceeds of which are applied
to the payment of construction loan notes, is sometimes provided by a commitment
of the GNMA to purchase the loan, accompanied by a commitment by the Federal
Housing Administration to insure mortgage advances thereunder. In other
instances, permanent financing is provided by commitments of banks to purchase
the loan. A Portfolio will only purchase construction loan notes that are
subject to permanent GNMA or bank purchase commitments.

Tax-Exempt Commercial Paper. Tax-exempt commercial paper is a
short-term obligation with a stated maturity of 365 days or less. It is issued
by agencies of state and local governments to finance seasonal working capital
needs or as short-term financing in anticipation of longer-term financing.

Municipal Bonds. Municipal bonds generally fund longer-term capital
needs than municipal notes and have maturities exceeding one year when issued.
Tax Free Money Portfolio and NY Tax Free Money Portfolio may invest in municipal
bonds, but only to the extent that their remaining maturities are determined not
to exceed one year under rules promulgated under the Investment Company Act of
1940, as amended (the "1940 Act"). Municipal bonds include:

General Obligation Bonds. Issuers of general obligation bonds include
states, counties, cities, towns and regional districts. The proceeds of these
obligations are used to fund a wide range of public projects, including
construction or improvement of schools, highways and roads, and water and sewer
systems. The basic security behind general obligation bonds is the issuer's
pledge of its full faith and credit and taxing power for the payment of
principal and interest. The taxes that can be levied for the payment of debt
service may be limited or unlimited as to the rate or amount of special
assessments.

Revenue Bonds. The principal security for a revenue bond is generally
the net revenues derived from a particular facility, group of facilities or, in
some cases, the proceeds of a special excise tax or other specific revenue
source. Revenue bonds are issued to finance a wide variety of capital projects,
including electric, gas, water and sewer systems; highways, bridges, and
tunnels; port and airport facilities; colleges and universities; and hospitals.
Although the principal security behind these bonds may vary, many provide
additional security in the form of a debt service reserve fund that may be used
to make principal and interest payments on the issuer's obligations. Housing
finance authorities have a wide range of security, including partially or fully
insured mortgages, rent subsidized and/or collateralized mortgages, certificates
of deposit and/or the net revenues from housing or other public projects. Some
authorities provide further security in the form of a state's ability (without
obligation) to make up deficiencies in the debt service reserve fund.

Private Activity Bonds. Private activity bonds, which are considered
Municipal Obligations if the interest paid thereon is excluded from gross income
for Federal income tax purposes and is not a specific tax preference item for
Federal individual and corporate alternative minimum tax purposes, are issued by
or on behalf of public authorities to raise money to finance various privately
operated facilities such as manufacturing facilities, certain hospital and
university facilities and housing projects. These bonds are also used to finance
public facilities such as airports, mass transit systems and ports. The payment
of the principal and interest on these bonds is dependent solely on the ability
of the facility's user to meet its financial obligations and generally the
pledge, if any, of real and personal property so financed as security for
payment.

Special Considerations Relating to New York Municipal Obligations

Some of the significant financial considerations relating to the Fund's
investment in New York Municipal Obligations are summarized below. This summary
information is not intended to be a complete description and is principally
derived from official statements relating to issues of New York Municipal
Obligations that were available prior to the date of this Statement of
Additional Information. The accuracy and completeness of the information
contained in those official statements have not been independently verified.

State Economy. New York is the third most populous state in the nation
and has a relatively high level of personal wealth. The State's economy is
diverse with a comparatively large share of the nation's finance, insurance,
transportation, communications and services employment, and a very small share
of the nation's farming and mining activity. The State has a declining
proportion of its workforce engaged in manufacturing, and an increasing
proportion engaged in service industries. New York City (the "City"), which is
the most populous city in the State and nation and is the center of the nation's
largest metropolitan area, accounts for a large portion of the State's
population and personal income.

The State has historically been one of the wealthiest states in the
nation. For decades, however, the State has grown more slowly than the nation as
a whole, gradually eroding its relative economic position. The recession has
been more severe in the State, owing to a significant retrenchment in the
financial services industry, cutbacks in defense spending, and an overbuilt real
estate market. There can be no assurance that the State economy will not
experience worse-than-predicted results in the 1994-95 fiscal year, with
corresponding material and adverse effects on the State's projections of
receipts and disbursements.

The unemployment rate in the State dipped below the national rate in
the second half of 1981 and remained lower until 1991. It stood at 7.7% in 1993.
The total employment growth rate in the State has been below the national
average since 1984 and is expected to slow to less than 0.5% in 1995. State per
capita personal income remains above the national average. State per capita
income for 1993 was $24,623, which is 18.3% above the 1993 national average of
$20,817. During the past ten years, total personal income in the State rose
slightly faster than the national average only in 1986 through 1989.

State Budget. The State Constitution requires the Governor to submit to
the Legislature a balanced Executive Budget which contains a complete plan of
expenditures for the ensuing fiscal year and all moneys and revenues estimated
to be available therefor, accompanied by bills containing all proposed
appropriations or reappropriations and any new or modified revenue measures to
be enacted in connection with the Executive Budget. The entire plan constitutes
the proposed State financial plan for that fiscal year. The Governor is required
to submit to the Legislature quarterly budget updates which include a revised
cash-basis state financial plan, and an explanation of any changes from the
previous state financial plan.

The State's budget for the 1994-95 fiscal year was enacted by the
Legislature on June 7, 1994, more than two months after the start of the fiscal
year. Prior to adoption of the budget, the Legislature enacted appropriations
for disbursements considered to be necessary for State operations and other
purposes, including all necessary appropriations for debt service. The State
financial plan for the 1994-95 fiscal year was formulated on June 16, 1994 and
is based upon the State's budget as enacted by the Legislature and signed into
law by the Governor (the "1994-95 State Financial Plan"). This delay in the
enactment of the State's 1994-95 fiscal year budget may reduce the effectiveness
of several of the actions proposed.

The State issued its third quarterly update to the cash basis 1994-95
State Financial Plan on February 1, 1995. The update projects a potential
deficit of $259 million for the 1994-95 fiscal year. The Governor has proposed
to close this deficit through a hiring freeze, a review of pending contracts and
spending cuts in certain programs that were started or expanded in the 1994-95
budget.

The 1994-95 State Financial Plan is based on a number of assumptions
and projections. Because it is not possible to predict accurately the occurrence
of all factors that may affect the 1994-95 State Financial Plan, actual results
may differ and have differed materially in recent years, from projections made
at the outset of a fiscal year. There can be no assurance that the State will
not face substantial potential budget gaps in future years resulting from a
significant disparity between tax revenues projected from a lower recurring
receipts base and the spending required to maintain State programs at current
levels. To address any potential budgetary imbalance, the State may need to take
significant actions to align recurring receipts and disbursements in future
fiscal years.

On February 1, 1995, the Governor presented his 1995-96 Executive
Budget (the "Executive Budget") to the Legislature, as required by the State
Constitution. It proposes actual reductions in the year-over-year dollar levels
of State spending from the General Fund with a proposed cut of 3.4%. Proposed
spending on State operations is projected to drop even more sharply, by 7.7%.
There can be no assurance that the Legislature will enact the proposed Executive
Budget into law, or that actual results will not differ materially and adversely
from the projections set forth above. In addition, there is no assurance that
the tax and spending cuts proposed in the Executive Budget will be enacted, or
if enacted, will be upheld in the face of potential legal challenges. The
comptroller has indicated his intention to challenge the proposed use of certain
pension reserves in the Executive Budget.

Recent Financial Results. The General Fund is the general operating
fund of the State and is used to account for all financial transactions, except
those required to be accounted for in another fund. It is the State's largest
fund and receives almost all State taxes and other resources not dedicated to
particular purposes. In the State's 1994-95 fiscal year, the General Fund is
expected to account for approximately 52% of total governmental-fund receipts
and 51% of total governmental-fund disbursements.

The General Fund is projected to be balanced on a cash basis for the
1994- 95 fiscal year. Total receipts are projected to be $34.321 billion, an
increase of $2.092 billion over total receipts in the prior fiscal year. Total
General Fund disbursements are projected to be $34.248 billion, an increase of
$2.351 billion over the total amount disbursed and transferred in the prior
fiscal year.

The State's financial position on a GAAP (generally accepted accounting
principles) basis as of March 31, 1993 included an 1991-92 accumulated deficit
in its combined governmental funds of $681 million. Liabilities totalled $12.864
billion and assets of $12.183 billion were available to liquidate these
liabilities.

The State's financial operations have improved during recent fiscal
years. During the period 1989-90 through 1991-92, the State incurred General
Fund operating deficits that were closed with receipts from the issuance of tax
and revenue anticipation notes. The national recession and then the lingering
economic slowdown in the New York and regional economy, resulted in repeated
shortfall in receipts and three budget deficits. For its 1992-93 and 1993-94
fiscal years, however, the State recorded balanced budgets on a cash basis, with
substantial fund balances in each year.

Debt Limits and Outstanding Debt. There are a number of methods by
which the State of New York may incur debt. Under the State Constitution, the
State may not, with limited exceptions for emergencies, undertake long-term
general obligation borrowing (i.e., borrowing for more than one year) unless the
borrowing is authorized in a specific amount for a single work or purpose by the
Legislature and approved by the voters. There is no limitation on the amount of
long-term general obligation debt that may be so authorized and subsequently
incurred by the State. The total amount of long-term State general obligation
debt authorized but not issued as of December 31, 1993 was approximately $2.273
billion.

The State may undertake short-term borrowings without voter approval
(i) in anticipation of the receipt of taxes and revenues, by issuing tax and
revenue anticipation notes, and (ii) in anticipation of the receipt of proceeds
from the sale of duly authorized but unissued general obligation bonds, by
issuing bond anticipation notes. The State may also, pursuant to specific
constitutional authorization, directly guarantee certain obligations of the
State of New York's authorities and public benefit corporations ("Authorities").
Payments of debt service on New York State general obligation and New York
State-guaranteed bonds and notes are legally enforceable obligations of the
State of New York.

The State employs additional long-term financing mechanisms,
lease-purchase and contractual-obligation financings, which involve obligations
of public authorities or municipalities that are State-supported but are not
general obligations of the State. Under these financing arrangements, certain
public authorities and municipalities have issued obligations to finance the
construction and rehabilitation of facilities or the acquisition of equipment,
and expect to meet their debt service requirements through the receipt of rental
or other contractual payments made by the State. Although these financing
arrangements involve a contractual agreement by the State to make payments to a
public authority, municipality or other entity, the State's obligation to make
such payments is generally expressly made subject to appropriation by the
Legislature and the actual availability of money to the State for making the
payments. The State has also entered into a contractual-obligation financing
arrangement with the Local Government Assistance Corporation ("LGAC") in an
effort to restructure the way the State makes certain local aid payments.

In 1990, as part of a State fiscal reform program, legislation was
enacted creating LGAC, a public benefit corporation empowered to issue long-term
obligations to fund certain payments to local governments traditionally funded
through New York State's annual seasonal borrowing. The legislation empowered
LGAC to issue its bonds and notes in an amount not in excess of $4.7 billion
(exclusive of certain refunding bonds) plus certain other amounts. Over a period
of years, the issuance of these long-term obligations, which are to be amortized
over no more than 30 years, was expected to eliminate the need for continued
short-term seasonal borrowing. The legislation also dedicated revenues equal
to one-quarter of the four cent State sales and use tax to pay debt service on
these bonds. The legislation also imposed a cap on the annual seasonal borrowing
of the State at $4.7 billion, less net proceeds of bonds issued by LGAC and
bonds issued to provide for capitalized interest, except in cases where the
Governor and the legislative leaders have certified the need for additional
borrowing and provided a schedule for reducing it to the cap. If borrowing above
the cap is thus permitted in any fiscal year, it is required by law to be
reduced to the cap by the fourth fiscal year after the limit was first exceeded.
As of December 1994, LGAC had issued bonds to provide net proceeds of $3.856
billion and has been authorized to issue its bonds to provide net proceeds of up
to an additional $315 million during the State's 1994-95 fiscal year. The impact
of this borrowing, together with the availability of certain cash reserves, is
that, for the first time in nearly 35 years, the 1994-95 State Financial Plan
includes no short-term seasonal borrowing.

In April 1993, legislation was enacted proposing significant
constitutional changes to the long-term financing practices of the State and the
Authorities.

The Legislature passed a proposed constitutional amendment that would
permit the State, within a formula-based cap, to issue revenue bonds, which
would be debt of the State secured solely by a pledge of certain State tax
receipts (including those allocated to State funds dedicated for transportation
purposes), and not by the full faith and credit of the State. In addition, the
proposed amendment would require that State debt be incurred only for capital
projects included in a multi-year capital financing plan and would prohibit,
after its effective date, lease-purchase and contractual-obligation financing
mechanisms for State facilities. Public hearings were held on the proposed
constitutional amendment during 1993. Following these hearings, in February
1994, the Governor and the State Comptroller recommended a revised
constitutional amendment which would further tighten the ban on lease-purchase
and contractual-obligation financing, incorporate existing lease-purchase and
contractual-obligation debt under the proposed revenue bond cap while
simultaneously reducing the size of the cap. After considering these
recommendations, the Legislature passed a revised constitutional amendment which
tightens the ban, and provides for a phase-in to a lower cap. Before the
approved constitutional amendment or any revised amendment enacted in 1994 can
be presented to the voters for their consideration, it must be passed by a
separately elected legislature. The amendment must therefore be passed by the
newly elected Legislature in 1995 prior to presentation to the voters at the
earliest in November 1995. The amendment could not become effective before
January 1, 1996.

On January 13, 1992, Standard & Poor's Corporation ("Standard &
Poor's") reduced its ratings on the State's general obligation bonds from A to
A- and, in addition, reduced its ratings on the State's moral obligation, lease
purchase, guaranteed and contractual obligation debt. Standard & Poor's also
continued its negative rating outlook assessment on State general obligation
debt. On April 26, 1993, Standard & Poor's revised the rating outlook assessment
to stable. On February 14, 1994, Standard & Poor's raised its outlook to
positive and, on February 28, 1994, confirmed its A- rating. On January 6, 1992,
Moody's Investors Service, Inc. ("Moody's") reduced its ratings on outstanding
limited-liability State lease purchase and contractual obligations from A to
Baa1. On February 28, 1994, Moody's reconfirmed its A rating on the State's
general obligation long-term indebtedness.

The State anticipates that its capital programs will be financed, in
part, by State and public authorities borrowings in 1994-95. The State expects
to issue $374 million in general obligation bonds (including $140 million for
purposes of redeeming outstanding bond anticipation notes) and $140 million in
general obligation commercial paper. The Legislature has also authorized the
issuance of up to $69 million in certificates of participation during the
State's 1994-95 fiscal year for equipment purchases. The projection of the State
regarding its borrowings for the 1994-95 fiscal year may change if circumstances
require.

Principal and interest payments on general obligation bonds and
interest payments on bond anticipation notes and on tax and revenue anticipation
notes were $782.5 million for the 1993-94 fiscal year, and are estimated to be
$786.3 million for the 1994-95 fiscal year. These figures do not include
interest payable on State General Obligation Refunding Bonds issued in July 1992
("Refunding Bonds") to the extent that such interest was paid from an escrow
fund established with the proceeds of such Refunding Bonds. Principal and
interest payments on fixed rate and variable rate bonds issued by LGAC were
$239.4 million for the 1993-94 fiscal year, and are estimated to be $289.9
million for 1994-95. State lease-purchase rental and contractual obligation
payments for 1993-94, including State installment payments relating to
certificates of participation, were $1.258 billion and are estimated to be
$1.495 billion in 1994-95.

New York State has never defaulted on any of its general obligation
indebtedness or its obligations under lease-purchase or contractual-obligation
financing arrangements and has never been called upon to make any direct
payments pursuant to its guarantees.

Litigation. Certain litigation pending against New York State or its
officers or employees could have a substantial or long-term adverse effect on
New York State finances. Among the more significant of these cases are those
that involve (1) the validity of agreements and treaties by which various Indian
tribes transferred title to New York State of certain land in central and
upstate New York; (2) certain aspects of New York State's Medicaid policies,
including its rates, regulations and procedures; (3) contamination in the Love
Canal area of Niagara Falls; (4) action against New York State and New York City
officials alleging inadequate shelter allowances to maintain proper housing; (5)
challenges to the practice of reimbursing certain Office of Mental Health
patient care expenses from the client's Social Security benefits; (6) alleged
responsibility of New York State officials to assist in remedying racial
segregation in the City of Yonkers; (7) action in which the State is a third
party defendant, for injunctive or other appropriate relief, concerning
liability for the maintenance of stone groins constructed along certain areas of
Long Island's shoreline; (8) challenges by commercial insurers, employee welfare
benefit plans, and health maintenance organizations to Section 2807-c of the
Public Health Law, which imposes 13%, 11% and 9% surcharges on inpatient
hospital bills and a bad debt and charity care allowance on all hospital bills
and hospital bills paid by such entities; (9) challenge by a long distance
carrier to the constitutionality of Tax Law ss.186-a(2-a) which restricted
certain deduction of local access service fees, (10) challenges to certain
aspects of petroleum business taxes, and (11) action alleging damages resulting
from the failure by the State's Department of Environmental Conservation to
timely provide certain data.

A number of cases have also been instituted against the State
challenging the constitutionality of various public authority financing
programs.

In a proceeding commenced on August 6, 1991 (Schulz, et al. v. State of
New York, et al., Supreme Court, Albany County), petitioners challenge the
constitutionality of two bonding programs of the New York State Thruway
Authority authorized by Chapters 166 and 410 of the Laws of 1991. In addition,
petitioners challenge the fiscal year 1991-92 judiciary budget as having been
enacted in violation of Sections 1 and 2 of Article VII of the State
Constitution. The defendants' motion to dismiss the action on procedural grounds
was denied by order of the Supreme Court dated January 2, 1992. By order dated
November 5, 1992, the Appellate Division, Third Department, reversed the order
of the Supreme Court and granted defendants' motion to dismiss on grounds of
standing and mootness. By order dated September 16, 1993, on motion to
reconsider, the Appellate Division, Third Department, ruled that plaintiffs have
standing to challenge the bonding program authorized by Chapter 166 of the laws
of 1991. The proceeding is presently pending in Supreme Court, Albany County.

In Schulz, et al. v. State of New York, et al., commenced May 24, 1993,
Supreme Court, Albany County, petitioners challenge, among other things, the
constitutionality of, and seek to enjoin, certain highway, bridge and mass
transportation bonding programs of the New York State Thruway Authority and the
Metropolitan Transportation Authority authorized by Chapter 56 of the Laws of
1993. Petitioners contend that the application of State tax receipts held in
dedicated transportation funds to pay debt service on bonds of the Thruway
Authority and of the Metropolitan Transportation Authority violates Sections 8
and 11 of Article VII and Section 5 of Article X of the State Constitution and
due process provisions of the State and Federal Constitutions. By order dated
July 27, 1993, the Supreme Court granted defendants' motions for summary
judgment, dismissed the complaint, and vacated the temporary restraining order
previously issued. By decision dated October 21, 1993, the Appellate Division,
Third Department, affirmed the judgment of the Supreme Court. On June 30, 1994,
the Court of Appeals unanimously affirmed the rulings of the trail court and the
Appellate Division in favor of the State.

Several actions challenging the constitutionality of legislation
enacted during the 1990 legislative session which changed actuarial funding
methods for determining state and local contributions to state employee
retirement systems have been decided against the State. As a result, the State's
Comptroller has developed a plan to restore the State's retirement systems to
prior funding levels. Such funding is expected to exceed prior levels by $30
million in fiscal 1994-95, $63 million in fiscal 1995-96, $116 million in fiscal
1996-97, $193 million in fiscal 1997-98, peaking at $241 million in fiscal
1998-99. Beginning in fiscal 2001-02, State contributions required under the
Comptroller's plan are projected to be less than that required under the prior
funding method. As a result of the United States Supreme Court decision in the
case of State of Delaware v. State of New York, on January 21, 1994, the State
entered into a settlement agreement with various parties. Pursuant to all
agreements executed in connection with the action, the State is required to make
aggregate payments of $351.4 million, of which $90.3 million have been made.
Annual payments to the various parties will continue through the State's 2002-03
fiscal year in amounts which will not exceed $48.4 million in any fiscal year
subsequent to the State's 1994-95 fiscal year.

The legal proceedings noted above involve State finances, State
programs and miscellaneous tort, real property and contract claims in which the
State is a defendant and the monetary damages sought are substantial. These
proceedings could affect adversely the financial condition of the State in the
1994-95 fiscal year or thereafter. Adverse developments in these proceedings or
the initiation of new proceedings could affect the ability of the State to
maintain a balanced 1994-95 State Financial Plan. An adverse decision in any of
these proceedings could exceed the amount of the 1994-95 State Financial Plan
reserve for the payment of judgments and, therefore, could affect the ability of
the State to maintain a balanced 1994-95 State Financial Plan. In its audited
financial statements for the fiscal year ended March 31, 1994, the State
reported its estimated liability for awarded and anticipated unfavorable
judgments to be $675 million.

Although other litigation is pending against New York State, except as
described above, no current litigation involves New York State's authority, as a
matter of law, to contract indebtedness, issue its obligations, or pay such
indebtedness when it matures, or affects New York State's power or ability, as a
matter of law, to impose or collect significant amounts of taxes and revenues.

Authorities. The fiscal stability of New York State is related, in
part, to the fiscal stability of its Authorities, which generally have
responsibility for financing, constructing and operating revenue- producing
public benefit facilities. Authorities are not subject to the constitutional
restrictions on the incurrence of debt which apply to the State itself, and may
issue bonds and notes within the amounts of, and as otherwise restricted by,
their legislative authorization. The State's access to the public credit markets
could be impaired, and the market price of its outstanding debt may be
materially and adversely affected, if any of the Authorities were to default on
their respective obligations, particularly with respect to debt that are
State-supported or State-related. As of September 30, 1993, date of the latest
data available, there were 18 Authorities that had outstanding debt of $100
million or more. The aggregate outstanding debt, including refunding bonds, of
these 18 Authorities was $63.5 billion. As of March 31, 1994, aggregate public
authority debt outstanding as State-supported debt was $21.1 billion and as
State-related debt was $29.4 billion.

Authorities are generally supported by revenues generated by the
projects financed or operated, such as fares, user fees on bridges, highway
tolls and rentals for dormitory rooms and housing. In recent years, however, New
York State has provided financial assistance through appropriations, in some
cases of a recurring nature, to certain of the 18 Authorities for operating and
other expenses and, in fulfillment of its commitments on moral obligation
indebtedness or otherwise, for debt service. This operating assistance is
expected to continue to be required in future years. In addition, certain
statutory arrangements provide for State local assistance payments otherwise
payable to localities to be made under certain circumstances to certain
Authorities. The State has no obligation to provide additional assistance to
localities whose local assistance payments have been paid to Authorities under
these arrangements. However, in the event that such local assistance payments
are so diverted, the affected localities could seek additional State funds.

New York City and Other Localities. The fiscal health of the State of
New York may also be impacted by the fiscal health of its localities,
particularly the City of New York, which has required and continues to require
significant financial assistance from New York State. The City's independently
audited operating results for each of its 1981 through 1993 fiscal years, which
end on June 30, show a General Fund surplus reported in accordance with GAAP. In
addition, the City's financial statements for the 1993 fiscal year received an
unqualified opinion from the City's independent auditors, the eleventh
consecutive year the City has received such an opinion.

In 1975, New York City suffered a fiscal crisis that impaired the
borrowing ability of both the City and New York State. In that year the City
lost access to public credit markets. The City was not able to sell short-term
notes to the public again until 1979.

In 1975, Standard & Poor's suspended its A rating of City bonds. This
suspension remained in effect until March 1981, at which time the City received
an investment grade rating of BBB from Standard & Poor's. On July 2, 1985,
Standard & Poor's revised its rating of City bonds upward to BBB+ and on
November 19, 1987, to A-. On July 2, 1993, Standard & Poor's reconfirmed its A-
rating of City bonds, continued its negative rating outlook assessment and
stated that maintenance of such rating depended upon the City's making further
progress towards reducing budget gaps in the outlying years. Moody's ratings of
City bonds were revised in November 1981 from B (in effect since 1977) to Ba1,
in November 1983 to Baa, in December 1985 to Baa1, in May 1988 to A and again in
February 1991 to Baa1. On January 17, 1995, Standard and Poor's placed the
City's general obligation bonds on its CreditWatch list which may portend a
rating downgrade from the agency in the upcoming months.

New York City is heavily dependent on New York State and federal
assistance to cover insufficiencies in its revenues. There can be no assurance
that in the future federal and State assistance will enable the City to make up
its budget deficits. To help alleviate the City's financial difficulties, the
Legislature created the Municipal Assistance Corporation ("MAC") in 1975. MAC is
authorized to issue bonds and notes payable from certain stock transfer tax
revenues, from the City's portion of the State sales tax derived in the City and
from State per capita aid otherwise payable by the State to the City. Failure by
the State to continue the imposition of such taxes, the reduction of the rate of
such taxes to rates less than those in effect on July 2, 1975, failure by the
State to pay such aid revenues and the reduction of such aid revenues below a
specified level are included among the events of default in the resolutions
authorizing MAC's long-term debt. The occurrence of an event of default may
result in the acceleration of the maturity of all or a portion of MAC's debt. As
of December 31, 1993, MAC had outstanding an aggregate of approximately $5.204
billion of its bonds. MAC bonds and notes constitute general obligations of MAC
and do not constitute an enforceable obligation or debt of either the State or
the City. Under its enabling legislation, MAC's authority to issue bonds and
notes (other than refunding bonds and notes) expired on December 31, 1984.
Legislation has been passed by the legislature which would, under certain
conditions, permit MAC to issue up to $1.465 billion of additional bonds, which
are not subject to a moral obligation provision.

Since 1975, the City's financial condition has been subject to
oversight and review by the New York State Financial Control Board (the "Control
Board") and since 1978 the City's financial statements have been audited by
independent accounting firms. To be eligible for guarantees and assistance, the
City is required during a "control period" to submit annually for Control Board
approval, and when a control period is not in effect for Control Board review, a
financial plan for the next four fiscal years covering the City and certain
agencies showing balanced budgets determined in accordance with GAAP. New York
State also established the Office of the State Deputy Comptroller for New York
City ("OSDC") to assist the Control Board in exercising its powers and
responsibilities. On June 30, 1986, the City satisfied the statutory
requirements for termination of the control period. This means that the Control
Board's powers of approval are suspended, but the Board continues to have
oversight responsibilities.

The staffs of OSDC and the Control Board issued periodic reports on the
City's financial plans, as modified, analyzing forecasts of revenues and
expenditures, cash flow, and debt service requirements, as well as compliance
with the financial plan, as modified, by the City and its Covered Organizations
(i.e., those which receive or may receive monies from the City directly,
indirectly or contingently). OSDC staff reports issued during the mid-1980's
noted that the City's budgets benefited from a rapid rise in the City's economy,
which boosted the City's collection of property, business and income taxes.
These resources were used to increase the City's workforce and the scope of
discretionary and mandated City services. Subsequent OSDC staff reports examined
the 1987 stock market crash and the 1989-92 recession, which affected the City's
region more severely than the nation, and attributed an erosion of City revenues
and increasing strain on City expenditures to that recession. According to a
recent OSDC staff report, the City's economy is now slowly recovering, but the
scope of that recovery is uncertain and unlikely, in the foreseeable future, to
match the expansion of the mid-1980's. Also, staff reports of OSDC and the
Control Board have indicated that the City's recent balanced budgets have been
accomplished, in part, through the use of non-recurring resources, tax increases
and additional State assistance; that the City has not yet brought its long-term
expenditures in line with recurring revenues; and that the City is therefore
likely to continue to face future projected budget gaps requiring the City to
increase revenues and/or reduce expenditures. According to the most recent staff
reports of OSDC and the Control Board, during the four-year period covered by
the current financial plan, the City is relying on obtaining substantial
resources from initiatives needing approval and cooperation of its municipal
labor unions, Covered Organizations and City Council, as well as the state and
federal governments, among others.

On February 14, 1995, the Mayor released the preliminary budget for the
City's 1996 fiscal year, which addresses a projected $2.7 billion budget gap.
Most of the gap-closing initiatives may be implemented only with the cooperation
of the City's municipal unions, or the State or Federal governments.

Although the City has balanced its budget since 1981, estimates of the
City's revenues and expenditures, which are based on numerous assumptions, are
subject to various uncertainties. If expected federal or State aid is not forth-
coming, if unforeseen developments in the economy significantly reduce revenues
derived from economically sensitive taxes or necessitate increased expenditures
for public assistance, if the City should negotiate wage increases for its
employees greater than the amounts provided for in the City's financial plan or
if other uncertainties materialize that reduce expected revenues or increase
projected expenditures, then, to avoid operating deficits, the City may be
required to implement additional actions, including increases in taxes and
reductions in essential City services. The City might also seek additional
assistance from New York State.

The City requires certain amounts of financing for seasonal and capital
spending purposes. The City has issued $1.75 billion of notes for seasonal
financing purposes during fiscal year 1994. The City's capital financing program
projects long-term financing requirements of approximately $17 billion for the
City's fiscal years 1995 through 1998. The major capital requirements include
expenditures for the City's water supply and sewage disposal systems, roads,
bridges, mass transit, schools, hospitals and housing. In addition to financing
for new purposes, the City and the New York City Municipal Water Finance
Authority have issued refunding bonds totalling $1.8 billion in fiscal year
1994.

Certain localities, in addition to the City, could have financial
problems leading to requests for additional New York State assistance during the
State's 1994-95 fiscal year and thereafter. The potential impact on the State of
such requests by localities is not included in the projections of the State's
receipts and disbursements in the State's 1994-95 fiscal year.

Fiscal difficulties experienced by the City of Yonkers ("Yonkers")
resulted in the creation of the Financial Control Board for the City of Yonkers
(the "Yonkers Board") by New York State in 1984. The Yonkers Board is charged
with oversight of the fiscal affairs of Yonkers. Future actions taken by the
Governor or the Legislature to assist Yonkers could result in allocation of New
York State resources in amounts that cannot yet be determined.

Municipalities and school districts have engaged in substantial
short-term and long-term borrowings. In 1992, the total indebtedness of all
localities in New York State was approximately $35.2 billion, of which $19.5
billion was debt of New York City (excluding $5.9 billion in MAC debt); a small
portion (approximately $71.6 million) of the $35.2 billion of indebtedness
represented borrowing to finance budgetary deficits and was issued pursuant to
enabling New York State legislation. State law requires the Comptroller to
review and make recommendations concerning the budgets of those local government
units other than New York City authorized by State law to issue debt to finance
deficits during the period that such deficit financing is outstanding. Seventeen
localities had outstanding indebtedness for deficit financing at the close of
their fiscal year ending in 1992.

From time to time, federal expenditure reductions could reduce, or in
some cases eliminate, federal funding of some local programs and accordingly
might impose substantial increased expenditure requirements on affected
localities. If New York State, New York City or any of the Authorities were to
suffer serious financial difficulties jeopardizing their respective access to
the public credit markets, the marketability of notes and bonds issued by
localities within New York State could be adversely affected. Localities also
face anticipated and potential problems resulting from certain pending
litigation, judicial decisions and long-range economic trends. The longer- range
problems of declining urban population, increasing expenditures and other
economic trends could adversely affect localities and require increasing New
York State assistance in the future.

RATING SERVICES

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

THE FOLLOWING FUNDAMENTAL INVESTMENT RESTRICTIONS AND NON-FUNDAMENTAL
INVESTMENT OPERATING POLICIES HAVE BEEN ADOPTED BY THE TRUST, WITH RESPECT TO
THE RESPECTIVE FUND, AND BY EACH RESPECTIVE PORTFOLIO BECAUSE OF REQUIREMENTS OF
FEDERAL OR STATE SECURITIES LAWS OR REGULATIONS. UNLESS AN INVESTMENT INSTRUMENT
OR TECHNIQUE IS DESCRIBED IN THE RESPECTIVE PROSPECTUS OR ELSEWHERE HEREIN, THE
RESPECTIVE FUND AND THE CORRESPONDING PORTFOLIO MAY NOT INVEST IN THAT
INVESTMENT INSTRUMENT OR ENGAGE IN THAT INVESTMENT TECHNIQUE.

INVESTMENT RESTRICTIONS

The investment restrictions below have been adopted by the Trust with
respect to each of the Funds and by the Portfolios as fundamental policies.
Under the 1940 Act, a "fundamental" policy may not be changed without the vote
of a majority of the outstanding voting securities of the Fund or Portfolio,
respectively, to which it relates, which is defined in the 1940 Act as the
lesser of (a) 67% or more of the shares present at a shareholder meeting if the
holders of more than 50% of the outstanding shares are present or represented by
proxy, or (b) more than 50% of the outstanding shares. The percentage
limitations contained in the restrictions listed below apply at the time of the
purchase of the securities. Whenever a Fund is requested to vote on a change in
the investment restrictions of a Portfolio, the Trust will hold a meeting of
Fund shareholders and will cast its votes as instructed by the shareholders.
Fund shareholders who do not vote will not affect the Trust's votes at the
Portfolio meeting. The percentage of the Trust's votes representing Fund
shareholders not voting will be voted by the Trustees of the Trust in the same
proportion as the Fund shareholders who do, in fact, vote.

Each Portfolio (Fund) except Liquid Assets Portfolio (Fund)

Under investment policies adopted by the Trust, on behalf of each Fund,
and by the Portfolios, each Fund and each Portfolio may not:

1. Borrow money, except for temporary or emergency (not
leveraging) purposes in an amount not exceeding 5% of the value of the
Fund's or the Portfolio's total assets (including the amount borrowed),
as the case may be, calculated in each case at the lower of cost or
market.

2. Pledge, hypothecate, mortgage or otherwise encumber more
than 5% of the total assets of the Fund or the Portfolio, as the case
may be, and only to secure borrowings for temporary or emergency
purposes.

3. Invest more than 5% of the total assets of the Fund or the
Portfolio, as the case may be, in any one issuer (other than U.S.
Government Obligations) or purchase more than 10% of any class of
securities of any one issuer; provided, however, that (i) up to 25% of
the assets of Institutional Cash Management Fund, Institutional Cash
Reserves, Institutional Treasury Money Fund and Institutional Tax Free
Money Fund (and Cash Management Portfolio, Treasury Money Portfolio and
Tax Free Money Portfolio), and all of the assets of Institutional NY
Tax Free Money Fund (and NY Tax Free Money Portfolio), may be invested
without regard to this restriction, and (ii) this restriction shall not
preclude the purchase by Institutional Tax Free Money Fund (or Tax Free
Money Portfolio) of issues guaranteed by the U.S. Government, its
agencies or instrumentalities or backed by letters of credit or
guarantees of one or more commercial banks or other financial
institutions, even though any one such commercial bank or financial
institution provides a letter of credit or guarantee with respect to
securities which in the aggregate represent more than 5%, but not more
than 10%, of the total assets of the Fund or the Portfolio, as the case
may be; provided, however, that nothing in this investment restriction
shall prevent the Trust from investing all or part of a Fund's assets
in an open-end management investment company with substantially the
same investment objectives as such Fund.

4. Invest more than 25% of the total assets of the Fund or the
Portfolio, as the case may be, in the securities of issuers in any
single industry; provided that: (i) this limitation shall not apply to
the purchase of U.S. Government Obligations; (ii) under normal market
conditions more than 25% of the total assets of Institutional Cash
Management Fund and Institutional Cash Reserves (and Cash Management
Portfolio) will be invested in obligations of foreign and U.S. Banks;
and (iii) with respect to Institutional Tax Free Money Fund and
Institutional NY Tax Free Money Fund (or Tax Free Money Portfolio or NY
Tax Free Money Portfolio), this limitation shall not apply to the
purchase of Municipal Obligations or letters of credit or guarantees of
banks that support Municipal Obligations; provided, however, that
nothing in this investment restriction shall prevent the Trust from
investing all or part of a Fund's Assets in an open-end management
investment company with substantially the same investment objectives as
such Fund.

5. Make short sales of securities, maintain a short position
or purchase any securities on margin, except for such short-term
credits as are necessary for the clearance of transactions.

6. Underwrite the securities issued by others (except to the
extent the Fund or Portfolio may be deemed to be an underwriter under
the Federal securities laws in connection with the disposition of its
portfolio securities) or knowingly purchase restricted securities,
except that Institutional Tax Free Money Fund and Institutional NY Tax
Free Money Fund (and Tax Free Money Portfolio and NY Tax Free Money
Portfolio) each may bid, separately or as part of a group, for the
purchase of Municipal Obligations directly from an issuer for its own
portfolio in order to take advantage of any lower purchase price
available. To the extent these securities are illiquid, they will be
subject to the Fund's or the Portfolio's 10% limitation on investments
in illiquid securities; provided, however, that nothing in this
investment restriction shall prevent the Trust from investing all or
part of a Fund's Assets in an open-end management investment company
with substantially the same investment objectives as such Fund.

7. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil, gas or mineral
interests, but this shall not prevent the Fund or the Portfolio from
investing in obligations secured by real estate or interests therein.

8. Make loans to others, except through the purchase of
qualified debt obligations, the entry into repurchase agreements and,
with respect to Institutional Cash Management Fund, Institutional Cash
Reserves, and Institutional Treasury Money Fund (and Cash Management
Portfolio and Treasury Money Portfolio), the lending of portfolio
securities.

9. Invest more than an aggregate of 10% of the net assets of
the Fund or the Portfolio's, respectively, (taken, in each case, at
current value) in (i) securities that cannot be readily resold to the
public because of legal or contractual restrictions or because there
are no market quotations readily available or (ii) other "illiquid"
securities (including time deposits and repurchase agreements maturing
in more than seven calendar days); provided, however, that nothing in
this investment restriction shall prevent the Trust from investing all
or part of a Fund's assets in an open-end management investment company
with substantially the same investment objectives as such Fund.

10. Purchase more than 10% of the voting securities of any
issuer or invest in companies for the purpose of exercising control or
management; provided, however, that nothing in this investment
restriction shall prevent the Trust from investing all or part of a
Fund's Assets in an open-end management investment company with
substantially the same investment objectives as such Fund.

11. Purchase securities of other investment companies, except
to the extent permitted under the 1940 Act or in connection with a
merger, consolidation, reorganization, acquisition of assets or an
offer of exchange; provided, however, that nothing in this investment
restriction shall prevent the Trust from investing all or part of a
Fund's Assets in an open-end management investment company with
substantially the same investment objectives as such Fund.

12. Issue any senior securities, except insofar as it may be
deemed to have issued a senior security by reason of (i) entering into
a repurchase agreement or (ii) borrowing in accordance with terms
described in the Prospectus and this Statement of Additional
Information.

13. Purchase or retain the securities of any issuer if any of
the officers or trustees of the Fund or the Portfolio or its investment
adviser owns individually more than 1/2 of 1% of the securities of such
issuer, and together such officers and directors own more than 5% of
the securities of such issuer.

14. Invest in warrants, except that the Fund or the Portfolio
may invest in warrants if, as a result, the investments (valued in each
case at the lower of cost or market) would not exceed 5% of the value
of the net assets of the Fund or the Portfolio, as the case may be, of
which not more than 2% of the net assets of the Fund or the Portfolio,
as the case may be, may be invested in warrants not listed on a
recognized domestic stock exchange. Warrants acquired by the Fund or
the Portfolio as part of a unit or attached to securities at the time
of acquisition are not subject to this limitation.

15. As to Institutional Tax Free Money Fund and Institutional
NY Tax Free Money Fund (or Tax Free Money Portfolio and NY Tax Free
Money Portfolio), neither Fund (or Portfolio as the case may be) will
invest less than 80% of its net assets in Municipal Obligations under
normal market conditions; provided, however, that nothing in this
restriction shall prevent the Trust from investing all or part of a
Fund's Assets in an open-end management investment company with
substantially the same investment objectives as such Fund.

Liquid Assets Portfolio (Fund)

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

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

2. Underwrite securities issued by other persons except
insofar as the Portfolio (Trust or the Fund) may technically be deemed
an underwriter under the Securities Act of 1933, as amended (the "1933
Act"), in selling a portfolio security;

3. Make loans to other persons except (a) through the lending
of the Portfolio's (Fund's) portfolio securities and provided that any
such loans not exceed 20% of the Portfolio's (Fund's) total assets
(taken at market value), (b) through the use of repurchase agreements
or the purchase of short-term obligations or (c) by purchasing a
portion of an issue of debt securities of types distributed publicly or
privately;

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

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

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

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

(i) borrow money (including through reverse repurchase agreements)
for any purpose in excess of 10% of the Portfolio's (Fund's)
total assets (taken at cost);

(ii) acquire any illiquid securities, such as repurchase agreements
with more than seven days to maturity or fixed time deposits
with a duration of over seven calendar days, if as a result
thereof, more than 10% of the market value of the Portfolio's
(Fund's) net assets would be in investments that are illiquid;

(iii) invest more than 15% of the Portfolio's (Fund's) total assets
(taken at the greater of cost or market value) in (a)
securities (including Rule 144A securities) that are restricted
as to resale under the 1933 Act, and (b) securities that are
issued by issuers which (including predecessors) have been in
operation less than three years (other than U.S. Government
securities), provided, however, that no more than 5% of the
Portfolio's (Fund's) total assets are invested in securities
issued by issuers which (including predecessors) have been in
operation less than three years;

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

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

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

(vii) sell securities it does not own such that the dollar amount of
such short sales at any one time exceeds 25% of the net equity
of the Portfolio (Fund), and the value of securities of any one
issuer in which the Portfolio (Fund) is short exceeds the
lesser of 2.0% of the value of the Portfolio's (Fund's) net
assets or 2.0% of the securities of any class of any U.S.
issuer and, provided that short sales may be made only in those
securities which are fully listed on a national securities
exchange or a foreign exchange (This provision does not include
the sale of securities of the Portfolio (Fund)
contemporaneously owns or has the right to obtain securities
equivalent in kind and amount to those sold, i.e., short sales
against the box.);

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

(ix) The Portfolio (Fund) will not make investments in oil, gas, and
other mineral leases and the Portfolio (Fund) will not purchase
or sell real property (including limited partnership interests,
but excluding readily marketable interests in real estate
investment trusts or readily marketable securities of companies
which invest in real estate), except that nothing in this
restriction shall prohibit the Portfolio (Fund) from owning and
selling real estate acquired as a result of the Portfolio's
(Fund's) ownership of securities or from owning real estate
used principally for its own office space;

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

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

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

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

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

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

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

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

For purposes of diversification under the 1940 Act, identification of
the "issuer" of a Municipal Obligation depends on the terms and conditions of
the obligation. If the assets and revenues of an agency, authority,
instrumentality or other political subdivision are separate from those of the
government creating the subdivision, and the obligation is backed only by the
assets and revenues of the subdivision, the subdivision will be regarded as the
sole issuer. Similarly, if a private activity bond is backed only by the assets
and revenues of the nongovernmental user, the nongovernmental user will be
deemed to be the sole issuer. If in either case the creating government or
another entity guarantees an obligation or issues a letter of credit to secure
the obligation, the guarantee or letter of credit will be considered a separate
security issued by the government or entity and would be separately valued.
<PAGE>

PORTFOLIO TURNOVER

Each Portfolio may attempt to increase yields by trading to take
advantage of short-term market variations, which results in higher portfolio
turnover. However, this policy does not result in higher brokerage commissions
to the Portfolios as the purchases and sales of portfolio securities are usually
effected as principal transactions. The Portfolios' turnover rates are not
expected to have a material effect on their income and have been and are
expected to be zero for regulatory reporting purposes.

PORTFOLIO TRANSACTIONS

Decisions to buy and sell securities and other financial instruments
for a Portfolio are made by Bankers Trust, which also is responsible for placing
these transactions, subject to the overall review of the Board of Trustees.
Although investment requirements for each Portfolio are reviewed independently
from those of the other accounts managed by Bankers Trust and those of the other
Portfolios, investments of the type the Portfolios may make may also be made by
these other accounts or Portfolios. When a Portfolio and one or more other
Portfolios or accounts managed by Bankers Trust are prepared to invest in, or
desire to dispose of, the same security or other financial instrument, available
investments or opportunities for sales will be allocated in a manner believed by
Bankers Trust to be equitable to each. In some cases, this procedure may affect
adversely the price paid or received by a Portfolio or the size of the position
obtained or disposed of by a Portfolio.

Purchases and sales of securities on behalf of the Portfolios usually
are principal transactions. These securities are normally purchased directly
from the issuer or from an underwriter or market maker for the securities. The
cost of securities purchased from underwriters includes an underwriting
commission or concession and the prices at which securities are purchased from
and sold to dealers include a dealer's mark-up or mark-down. U.S. Government
Obligations are generally purchased from underwriters or dealers, although
certain newly issued U.S. Government Obligations may be purchased directly from
the U.S. Treasury or from the issuing agency or instrumentality.

Over-the-counter purchases and sales are transacted directly with
principal market makers except in those cases in which better prices and
executions may be obtained elsewhere and principal transactions are not entered
into with persons affiliated with the Portfolios except pursuant to exemptive
rules or orders adopted by the Securities and Exchange Commission (the "SEC").
Under rules adopted by the SEC, broker-dealers may not execute transactions on
the floor of any national securities exchange for the accounts of affiliated
persons, but may effect transactions by transmitting orders for execution.

In selecting brokers or dealers to execute portfolio transactions on
behalf of a Portfolio, Bankers Trust seeks the best overall terms available. In
assessing the best overall terms available for any transaction, Bankers Trust
will consider the factors it deems relevant, including the breadth of the market
in the investment, the price of the investment, the financial condition and
execution capability of the broker or dealer and the reasonableness of the
commission, if any, for the specific transaction and on a continuing basis. In
addition, Bankers Trust is authorized, in selecting parties to execute a
particular transaction and in evaluating the best overall terms available, to
consider the brokerage, but not research, services (as those terms are defined
in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to
the Portfolio involved, the other Portfolios and/or other accounts over which
Bankers Trust or its affiliates exercise investment discretion. Bankers Trust's
fees under its agreements with the Portfolios are not reduced by reason of its
receiving brokerage services.

NET ASSET VALUE

The Prospectuses discuss the time(s) at which the net asset values of
the Funds are determined for purposes of sales and redemptions. The net asset
value of a Fund's investment in a Portfolio is equal to the Fund's pro rata
share of the total investment of the Fund and of the other investors in the
Portfolio less the Fund's pro rata share of the Portfolio's liabilities. The
following is a description of the procedures used by the Portfolios in valuing
their assets.

The valuation of each Portfolio's securities is based on their
amortized cost, which does not take into account unrealized capital gains or
losses. Amortized cost valuation involves initially valuing an instrument at its
cost and thereafter assuming a constant amortization to maturity of any discount
or premium, generally without regard to the impact of fluctuating interest rates
on the market value of the instrument. Although this method provides certainty
in valuation, it may result in periods during which value, as determined by
amortized cost, is higher or lower than the price a Portfolio would receive if
it sold the instrument.

The Portfolios' use of the amortized cost method of valuing their
securities is permitted by a rule adopted by the SEC. Under this rule, the
Portfolios must maintain a dollar-weighted average portfolio maturity of 90 days
or less, purchase only instruments having remaining maturities of two years or
less and invest only in securities determined by or under the supervision of the
Board of Trustees to be of high quality with minimal credit risks.

Pursuant to the rule, the Board of Trustees of each Portfolio also has
established procedures designed to allow investors in the Portfolio, such as the
Trust, to stabilize, to the extent reasonably possible, the investors' price per
share as computed for the purpose of sales and redemptions at $1.00. These
procedures include review of each Portfolio's holdings by the Portfolio's Board
of Trustees, at such intervals as it deems appropriate, to determine whether the
value of the Portfolio's assets calculated by using available market quotations
or market equivalents deviates from such valuation based on amortized cost.

The rule also provides that the extent of any deviation between the
value of each Portfolio's assets based on available market quotations or market
equivalents and such valuation based on amortized cost must be examined by the
Portfolio's Board of Trustees. In the event the Portfolio's Board of Trustees
determines that a deviation exists that may result in material dilution or other
unfair results to investors or existing shareholders, pursuant to the rule, the
respective Portfolio's Board of Trustees must cause the Portfolio to take such
corrective action as such Board of Trustees regards as necessary and
appropriate, including: selling portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio maturity;
withholding dividends or paying distributions from capital or capital gains;
redeeming shares in kind; or valuing the Portfolio's assets by using available
market quotations.

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

PURCHASE AND REDEMPTION INFORMATION

The Trust may suspend the right of redemption or postpone the date of
payment for shares during any period when: (a) trading on the NYSE is restricted
by applicable rules and regulations of the SEC; (b) the NYSE is closed for other
than customary weekend and holiday closings; (c) the SEC has by order permitted
such suspension; or (d) an emergency exists as determined by the SEC.

Under the terms of a Distribution Agreement, Signature acts as
distributor on a "best efforts" basis to solicit orders for the sale of shares
of the Funds and will undertake such advertising and promotion as it believes
reasonable in connection with soliciting orders. In addition to Signature's
duties as distributor, Signature may, in its discretion, perform additional
functions in connection with transactions in the shares of the Funds. Pursuant
to the terms of the Trust's Distribution Plan (the "Plan"), pursuant to Rule
12b-1 under the 1940 Act, Signature may seek reimbursement in an amount not
exceeding 0.10% of the Trust's net assets annually for expenses incurred in
connection with any activities primarily intended to result in the sale of the
Funds' shares, which are described in the Prospectuses.

The Plan provides that it will continue in effect from year to year
only if its continuance is approved annually by the Trust's Board of Trustees,
including a majority of the Trustees who are not "interested persons," as
defined by the 1940 Act, of the Trust and who have no direct or indirect
financial interest in the operation of the Plan or any agreements related
thereto (the "Qualified Trustees"). The Plan may not be amended to increase
materially the amount to be spent for the services provided by Signature without
shareholder approval and all material amendments of the Plan must also be
approved by the Trustees in the manner described above. The Plan may be
terminated with respect to a Fund at any time by majority vote of the Qualified
Trustees or a majority of the shares of the Fund outstanding. Pursuant to the
Plan, Signature will provide to the Board of Trustees periodic reports of any
amounts expended under the Plan and the purpose for which expenditures were
made.

Signature did not seek reimbursement under the Plan during the Trust's
fiscal years ended December 31, 1992 1993 and 1994.

MANAGEMENT OF THE TRUST AND PORTFOLIOS

The Trustees and officers of the Trust and the Portfolios and their
principal occupations during the past five years are set forth below. Their
titles may have varied during that period. Asterisks indicate those Trustees who
are "interested persons" (as defined in the 1940 Act) of the Trust. Unless
otherwise indicated, the address of each Trustee and officer is 6 St. James
Avenue, Boston, Massachusetts 02116.

TRUSTEES OF THE TRUST

RICHARD J. HERRING -- Trustee; Professor, Finance Department, The
Wharton School, University of Pennsylvania. His address is The Wharton School,
University of Pennsylvania Finance Department, 3303 Steinberg Hall/Dietrich
Hall, Philadelphia, Pennsylvania 19104.

BRUCE E. LANGTON -- Trustee; Retired; Director, Adela Investment Co.
and University Patents, Inc.; formerly Assistant Treasurer of IBM Corporation
(until 1986). His address is 99 Jordan Lane, Stamford, Connecticut 06903.

PHILIP W. COOLIDGE* -- President and Trustee; Chairman, Chief Executive
Officer and President, Signature Financial Group, Inc. ("SFG") (since December,
1988) and Signature (since April, 1989).

TRUSTEES OF THE PORTFOLIOS

CHARLES P. BIGGAR -- Trustee; Retired; Director of Chase/NBW Bank
Advisory Board; Director, Batemen, Eichler, Hill Richards Inc.; formerly Vice
President of International Business Machines and President of the National
Services and the Field Engineering Divisions of IBM. His address is 12 Hitching
Post Lane, Chappaqua, New York 10514.

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

PHILIP W. COOLIDGE* -- Trustee and President of each Portfolio;
Chairman, Chief Executive Officer and President, SFG (since December, 1988) and
Signature (since April, 1989).

OFFICERS OF THE TRUST AND THE PORTFOLIOS

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

JAMES B. CRAVER -- Treasurer and Secretary; Senior Vice President, SFG
(since January, 1991); Secretary, Signature (since February, 1991); Partner,
Baker & Hostetler (prior to January, 1991).

DAVID G. DANIELSON -- Assistant Treasurer; Assistant Manager, SFG
(since May, 1991); Graduate Student, Northeastern University (from April, 1990
to March, 1991); Tax Accountant and Systems Analyst, Putnam Companies (prior to
March, 1990).

JAMES S. LELKO, JR. -- Assistant Treasurer; Assistant Manager, SFG
(since January 1993); Senior Tax Compliance Accountant, Putnam Investments
(prior to December 1992).

BARBARA M. O'DETTE -- Assistant Treasurer; Assistant Treasurer, SFG
(since December, 1988); Assistant Treasurer, Signature (since April, 1989).

DANIEL E. SHEA -- Assistant Treasurer; Assistant Manager, SFG (since
November 1993); Supervisor and Senior Technical Advisor, Putnam Investments
(prior to November 1993).

LINDA T. GIBSON -- Assistant Secretary of the Trust; Legal Counsel and
Assistant Secretary, SFG (since May, 1992); Assistant Secretary, Signature
(since October, 1992); student, Boston University School of Law (September, 1989
to May, 1992); Product Manager, SFG (prior to September, 1989).

THOMAS M. LENZ -- Assistant Secretary; Vice President and Associate
General Counsel, SFG (since November, 1989); Assistant Secretary, Signature
(since February, 1991); Attorney, Ropes & Gray (prior to November, 1989).

MOLLY S. MUGLER -- Assistant Secretary; Legal Counsel and Assistant
Secretary, SFG (since December, 1988); Assistant Secretary, Signature (since
April, 1989).

ANDRES E. SALDANA -- Assistant Secretary of the Trust; Legal Counsel,
SFG (since November, 1992); Assistant Secretary, Signature (since September
1993); Attorney, Ropes & Gray (September, 1990 to November, 1992); law student,
Yale Law School (prior to May, 1990).

Messrs. Coolidge, Craver, Danielson, Lelko, Lenz, Saldana and Shea and
Mss. Gibson, Mugler and O'Dette also hold similar positions for other investment
companies for which Signature or an affiliate serves as the principal
underwriter.

No person who is an officer or director of Bankers Trust is an officer
or Trustee of the Trust or the Portfolios. No director, officer or employee of
Signature or any of its affiliates will receive any compensation from the Trust
or any Portfolio for serving as an officer or Trustee of the Trust or the
Portfolios. The Trust pays each Trustee who is not a director, officer or
employee of the Adviser, the Distributor, the Administrator or any of their
affiliates an annual fee of $10,000, respectively, per annum plus $500,
respectively, per meeting attended and reimburses them for travel and
out-of-pocket expenses. The Portfolios and International Equity, Utility, Equity
500 Index, Short/Intermediate U.S. Government Securities, Intermediate Tax Free,
Capital Appreciation, Asset Management and BT Investment Portfolios (together
with the Trust, the "Fund Complex") pay each Trustee who is not a director,
officer or employee of the Adviser, the Distributor, the Administrator or any of
their affiliates a combined annual fee of $10,000, respectively, per annum plus
$500, respectively, per meeting attended and reimburses them for travel and
out-of-pocket expenses.

For the year ended December 31, 1994, Institutional Cash Management
Fund, Institutional Treasury Money Fund and Institutional Cash Reserves accrued
Trustees fees equal to $12,130, $4,555 and $6,079, respectively. For the same
period, Cash Management Portfolio, Treasury Money Portfolio, Liquid Assets
Portfolio, Tax Free Money Portfolio and NY Tax Free Money Portfolio accrued
Trustees fees equal to $8,870, $4,167, $1,130, $1,581 and $1,471, respectively.
As of the year ended December 31, 1994, Institutional Tax Free Money Fund,
Institutional NY Tax Free Money Fund and Institutional Liquid Assets Fund had
not commenced investment operations and, therefore, accrued no Trustees fees.

Bankers Trust reimbursed the Funds and Portfolios for a portion of
their Trustees fees for the period above. See "Investment Adviser" and
"Administrator" below.
<PAGE>

TRUSTEE COMPENSATION TABLE

<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
AGGREGATE
COMPENSATION BENEFITS ACCRUED ESTIMATED ANNUAL TOTAL COMPENSATION
NAME OF PERSON, FROM TRUST AS BENEFITS UPON FROM FUND
POSITION OR PORTFOLIOS PART OF TRUST RETIREMENT COMPLEX
OR PORTFOLIOS PAID TO
EXPENSES TRUSTEES
<S> <C> <C> <C> <C>
Richard J. Herring, $12,000 none none $12,000
Trustee of Trust

Bruce E. Langton, $12,000 none none $12,000
Trustee of Trust

Philip W. Coolidge, none none none none
Trustee of Trust
and Portfolios

Charles P. Biggar, $12,000 none none $12,000
Trustee of Portfolios

S. Leland Dill, $12,000 none none $12,000
Trustee of Portfolios

</TABLE>

As of _______, 1995, the Trustees and officers of the Trust and the
Trustees of each Portfolio, owned in the aggregate less than 1% of the shares of
any Fund or of the Trust (all series taken together). [As of _______, 1995,
Bankers Trust on behalf of its customers is the record owner of the 27.74% and
39.78% of the outstanding shares of Institutional Cash Reserves and
Institutional Treasury Money Fund, respectively.] [As of the same date, the
following owned, of record or beneficially, the following percentages of the
outstanding shares of Institutional Cash Management Fund: Interco Incorporated,
101 South Hanley Roar, St. Louis, MO 63105 (6.24%); and Fannie Mae Collateral
Account, 3920 Wisconsin Avenue N.W., Washington, D.C., 20016 (9.86%). As of the
same date, the following owned, of record or beneficially, the following
percentages of the outstanding shares of Institutional Cash Reserves: General
Electric Captial Corp., 507 Lexingtom Avenue, New York, NY 10022 (12.31%)].
Shareholders owning 25% or more of the outstanding shares of a Fund may take
actions without the approval of any other investor in that Fund.

INVESTMENT ADVISER

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

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

For the years ended December 31, 1994, 1993 and 1992, Bankers Trust
accrued $3,807,085, $2,687,216 and $1,865,067, respectively, in compensation for
investment advisory services provided to Cash Management Portfolio. During the
same periods, Bankers Trust reimbursed $537,651, $54,176, and $55,943,
respectively, to Cash Management Portfolio to cover expenses.

For the year ended December 31, 1994 and the period June 7, 1993
(commencement of operations) through December 31, 1993, Bankers Trust accrued
$22,347 and $7,355, respectively, in compensation for investment advisory
services provided to Liquid Assets Portfolio. During the same period, Bankers
Trust reimbursed $44,908 and $27,897, respectively, to Liquid Assets Portfolio
to cover expenses.

For the years ended December 31, 1994, 1993 and 1992, Bankers Trust
accrued $1,176,759, $1,676,140 and $1,339,284, respectively, in compensation for
investment advisory services provided to Treasury Money Portfolio. During the
same periods, Bankers Trust reimbursed $65,359, $55,599 and $50,963,
respectively, to Treasury Money Portfolio to cover expenses.

For the years ended December 31, 1994, 1993 and 1992, Bankers Trust
accrued $182,954, $232,055 and $235,472, respectively, in compensation for
investment advisory services provided to Tax Free Money Portfolio. During the
same periods, Bankers Trust reimbursed $33,719, $35,603 and $32,946,
respectively, to Tax Free Money Portfolio to cover expenses.

For the years ended December 31, 1994, 1993 and 1992, Bankers Trust
accrued $140,928, $160,781 and $154,237, respectively, in compensation for
investment advisory services provided to NY Tax Free Money Portfolio. During the
same periods, Bankers Trust reimbursed $30,759, $35,080 and $30,345,
respectively, to NY Tax Free Money Portfolio to cover expenses.

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

ADMINISTRATOR

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

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

Bankers Trust has agreed that if in any fiscal year the aggregate
expenses of any Fund and its respective Portfolio (including fees pursuant to
the Advisory Agreement, but excluding interest, taxes, brokerage and, if
permitted by the relevant state securities commissions, extraordinary expenses)
exceed the expense limitation of any state having jurisdiction over the Fund,
Bankers Trust will reimburse the Fund for the excess expense to the extent
required by state law. As of the date of this Statement of Additional
Information, the most restrictive annual expense limitation applicable to any
Fund is 2.5% of the Fund's first $30 million of average annual net assets, 2.0%
of the next $70 million of average annual net assets and 1.5% of the remaining
average annual net assets.

For the years ended December 31, 1994, 1993 and 1992, Bankers Trust
accrued $429,664, $839,392 and $553,604, respectively, in compensation for
administrative and other services provided to Institutional Cash Management Fund
and $74,378, $73,396 and $74,373, respectively, in compensation for such
services provided to Institutional Treasury Money Fund.

During the same periods, Bankers Trust reimbursed $59,280, $230,842 and
$387,197, respectively, to Institutional Cash Management Fund to cover expenses
and $46,491, $43,167 and $49,229, respectively, to Institutional Treasury Money
Fund to cover expenses.

For the period January 25, 1994 (commencement of operations) to
December 31, 1994, Bankers Trust accrued $414,739 in compensation for
administrative and other services provided to Institutional Cash Reserves.
During the same period, Bankers Trust reimbursed $452,281 to Institutional Cash
Reserves to cover expenses.

As of the year ended December 31, 1994, Institutional Tax Free Money
Fund and Institutional NY Tax Free Money Fund have not commenced investment
operations and, therefore, paid no administrative services fees.

For the years ended December 31, 1994, 1993 and 1992, Bankers Trust
accrued compensation of $1,269,028, $895,738 and $808,250, respectively, for
administrative and other services to Cash Management Portfolio.

For the year ended December 31, 1994 and the period June 7, 1993
(commencement of operations) through December 31, 1993, Bankers Trust accrued
$7,449 and $2,452, respectively, for administrative and other services to Liquid
Assets Portfolio.

For the years ended December 31, 1994, 1993 and 1992, Bankers Trust
accrued compensation of $392,252, $558,713 and $559,293, respectively, for
administrative and other services for Treasury Money Portfolio.

For the years ended December 31, 1994, 1993 and 1992, Bankers Trust
accrued $60,985, $77,352 and $104,385, respectively, for administrative and
other services to Tax Free Money Portfolio.

For the years ended December 31, 1994, 1993 and 1992, Bankers Trust
accrued $46,976, $53,594 and $69,867, respectively, for administrative and other
services to NY Tax Free Money Portfolio.

CUSTODIAN AND TRANSFER AGENT

Bankers Trust, 280 Park Avenue, New York, New York 10017, serves as
custodian and transfer agent for the Trust and as custodian for each Portfolio
pursuant to the administration and services agreements discussed above. As
custodian, Bankers Trust holds the Funds' and each Portfolio's assets. For such
services, Bankers Trust receives monthly fees from each Fund and Portfolio,
which are included in the administrative services fees discussed above. As
transfer agent for the Trust, Bankers Trust maintains the shareholder account
records for each Fund, handles certain communications between shareholders and
the Trust and causes to be distributed any dividends and distributions payable
by the Trust. Bankers Trust is also reimbursed by the Funds for its
out-of-pocket expenses. Bankers Trust will comply with the self-custodian
provisions of Rule 17f-2 under the 1940 Act.

USE OF NAME

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

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

BANKING REGULATORY MATTERS

Bankers Trust has been advised by its counsel that in its opinion
Bankers Trust may perform the services for the Portfolios contemplated by the
Advisory Agreements and other activities for the Trust and the Portfolios
described in the Prospectuses and this Statement of Additional Information
without violation of the Glass-Steagall Act or other applicable banking laws or
regulations. However, counsel has pointed out that future changes in either
Federal or state statutes and regulations concerning the permissible activities
of banks or trust companies, as well as future judicial or administrative
decisions or interpretations of present and future statutes and regulations,
might prevent Bankers Trust from continuing to perform those services for the
Trust or the Portfolios. If the circumstances described above should change, the
Trust's Board of Trustees would review the Trust's relationship with Bankers
Trust and consider taking all actions necessary in the circumstances. In
addition, state securities law on this issue may differ from interpretations of
Federal law as expressed herein and banks and financial institutions may be
required to register as dealer pursuant to state law.

COUNSEL AND INDEPENDENT ACCOUNTANTS

Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd Street,
New York, New York 10022-4669, serves as Counsel to the Trust and from time to
time provides certain legal services to Bankers Trust. Coopers & Lybrand L.L.P.,
1100 Main Street, Suite 900, Kansas City, Missouri 64105 has been
selected as Independent Accountants for the Trust.

ORGANIZATION OF THE TRUST AND PORTFOLIOS

The Trust was organized on March 15, 1990 as a series Trust. The shares
of each series participate equally in the earnings, dividends and assets of the
particular series. The Trust may create and issue additional series of shares.
The Trust's Declaration of Trust permits the Trustees to divide or combine the
shares into a greater or lesser number of shares without thereby changing the
proportionate beneficial interest in a series. Each share represents an equal
proportionate interest in a series with each other share. Shares when issued are
fully paid and non-assessable, except as set forth below. Shareholders are
entitled to one vote for each share held.

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

The Trust is not required to hold annual meetings of shareholders but
will hold special meetings of shareholders when in the judgement of the
Trustees it is necessary or desirable to submit matters for a shareholder vote.
Shareholders have under certain circumstances the right to communicate with
other shareholders in connection with requesting a meeting of shareholders for
the purpose of removing one or more Trustees without a meeting. Upon liquidation
of a Fund, shareholders of that Fund would be entitled to share pro rata in the
net assets of the Fund available for distribution to shareholders.

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

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

TAXES

The following is only a summary of certain tax considerations generally
affecting the Funds and their shareholders, and is not intended as a substitute
for careful tax planning. Shareholders are urged to consult their tax advisers
with specific reference to their own tax situations.

As described above and in the Funds' Prospectus: (i) Institutional Cash
Management Fund, Institutional Treasury Money Fund and Institutional Cash
Reserve are designed to provide investors with current income; (ii)
Institutional Tax Free Money Fund is designed to provide investors with current
income excluded from gross income for Federal income tax purposes and (iii)
Institutional NY Tax Free Money Fund is designed to provide investors with
current income excluded from gross income for Federal income tax purposes and
exempt from New York State and New York City personal income taxes. The Funds
are not intended to constitute balanced investment programs and are not designed
for investors seeking capital gains, maximum income or maximum tax-exempt income
irrespective of fluctuations in principal. Investment in Institutional Tax Free
Money Fund or Institutional NY Tax Free Money Fund would not be suitable for
tax-exempt institutions, qualified retirement plans, H.R. 10 plans and
individual retirement accounts since such investors would not gain any
additional tax benefit from the receipt of tax-exempt income.

Each Fund intends to qualify as a separate regulated investment company
under the Internal Revenue Code of 1986, as amended (the "Code"). Provided that
each Fund (a) is a regulated investment company and (b) distributes to its
shareholders at least 90% of the sum of its taxable net investment income
(including, for this purpose, short-term capital gains) and its tax-exempt
interest income (reduced by certain expenses), each Fund will not be liable for
Federal income taxes to the extent its taxable net investment income and its net
realized long- and short-term capital gains, if any, are distributed to its
shareholders. Although the Trust expects the Funds to be relieved of all or
substantially all Federal income taxes, depending upon the extent of their
activities in states and localities in which their offices are maintained, in
which their agents or independent contractors are located or in which they are
otherwise deemed to be conducting business, that portion of a Fund's income
which is treated as earned in any such state or locality could be subject to
state and local tax. Any such taxes paid by a Fund would reduce the amount of
income and gains available for distribution to its shareholders.

While each Fund does not expect to realize net long-term capital gains,
any such gains realized will be distributed annually as described in the Funds'
Prospectus. Such distributions ("capital gain dividends"), if any, will be
taxable to shareholders as long-term capital gains, regardless of how long a
shareholder has held Fund shares, and will be designated as capital gain
dividends in a written notice mailed by the Fund to shareholders after the close
of the Fund's prior taxable year.

If a shareholder fails to furnish a correct taxpayer identification
number, fails to report fully dividend or interest income or fails to certify
that he or she has provided a correct taxpayer identification number and that he
or she is not subject to "backup withholding," then the shareholder may be
subject to a 31% backup withholding tax with respect to (i) any taxable
dividends and distributions and (ii) the proceeds of any redemptions of Fund
shares. An individual's taxpayer identification number is his or her social
security number. The 31% backup withholding tax is not an additional tax and may
be credited against a taxpayer's regular Federal income tax liability.

Because Institutional Tax Free Money Fund and Institutional NY Tax Free
Money Fund will distribute exempt-interest dividends, all or a portion of any
interest on indebtedness incurred by a shareholder to purchase or carry shares
of these Funds will not be deductible for Federal income and New York State and
New York City personal income tax purposes. In addition, the Code may require a
shareholder of these Funds, if he receives exempt-interest dividends, to treat
as taxable income a portion of certain otherwise nontaxable social security and
railroad retirement benefit payments. Furthermore, that portion of any
exempt-interest dividend paid by one of these Funds which represents income from
private activity bonds held by the Fund may not retain its tax-exempt status in
the hands of a shareholder who is a "substantial user" of a facility financed by
such bonds, or a "related person" thereof. Moreover, as noted in the
Prospectuses for these Funds, (i) some or all of a Fund's dividends and
distributions may be specific preference items, or a component of an adjustment
item, for purposes of the Federal individual and corporate alternative minimum
taxes and (ii) the receipt of a Fund's dividends and distributions may affect a
corporate shareholder's Federal "environmental" tax liability. In addition, the
receipt of Fund dividends and distributions may affect a foreign corporate
shareholder's Federal "branch profits" tax liability and a Subchapter S
corporate shareholder's Federal "excess net passive income" tax liability.
Shareholders should consult their own tax advisers as to whether they are (i)
"substantial users" with respect to a facility or "related" to such users within
the meaning of the Code and (ii) subject to a Federal alternative minimum tax,
the Federal "environmental" tax, the Federal "branch profits" tax or the Federal
"excess net passive income" tax.

On April 6, 1995, the House of Representatives passed H.R. 1215, which
would, among other things, alter the corporate alternative minimum tax by
repealing the preference relating to tax-exempt interest on private activity
bonds for interest accruing after December 31, 1995 and would otherwise repeal
the corporate alternative minimum tax for taxable years beginning after December
31, 2000. There can be no assurance that this proposed legislation will be
enacted or, if enacted, will include the provisions described herein.

Each Institutional Tax Free Money Fund shareholder will receive after
the close of the calendar year an annual statement as to the Federal income tax
status of his dividends and distributions from the Fund for the prior calendar
year. Each Institutional NY Tax Free Money Fund shareholder will receive after
the close of the calendar year an annual statement as to the Federal income and
New York State and City personal income tax status of his dividends and
distributions from the Fund for the prior calendar year. These statements will
also designate the amount of exempt-interest dividends that is a specific
preference item for purposes of the Federal individual and corporate alternative
minimum taxes. Each shareholder will also receive, if appropriate, various
written notices after the close of the Funds' prior taxable year as to the
federal income status of his dividends and distributions which were received
from the Funds during the Funds' prior taxable year. Shareholders should consult
their tax advisers as to any state and local taxes that may apply to these
dividends and distributions. The dollar amount of dividends excluded from
Federal income taxation or exempt from New York State and City personal income
taxation, and the dollar amount subject to such income taxation, if any, will
vary for each shareholder depending upon the size and duration of each
shareholder's investment in a Fund. To the extent that the Funds earn taxable
net investment income, each of the Funds intends to designate as taxable
dividends the same percentage of each day's dividend as its taxable net
investment income bears to its total net investment income earned on that day.
Therefore, the percentage of each day's dividend designated as taxable, if any,
may vary from day to day.

PERFORMANCE INFORMATION

From time to time a Fund may quote its performance in terms of "current
yield," "effective yield" or "tax equivalent yield" in reports or other
communications to shareholders or in advertising material.

The effective yield is an annualized yield based on a compounding of
the unannualized base period return. These yields are each computed in
accordance with a standard method prescribed by the rules of the SEC, by first
determining the "net change in account value" for a hypothetical account having
a share balance of one share at the beginning of a seven-day period (the
"beginning account value"). The net change in account value equals the value of
additional shares purchased with dividends from the original share and dividends
declared on both the original share and any such additional shares. The
unannualized "base period return" equals the net change in account value divided
by the beginning account value. Realized gains or losses or changes in
unrealized appreciation or depreciation are not taken into account in
determining the net change in account value. The tax equivalent yields of
Institutional Tax Free Money Fund and Institutional NY Tax Free Money Fund are
computed by dividing the portion of a Fund's yield which is tax exempt by one
minus a stated income tax rate and adding the product to that portion, if any,
of the Fund's yield that is not tax exempt.

The yields are then calculated as follows:

Base Period Return = Net Change in Account Value
---------------------------
Beginning Account Value

Current Yield = Base Period Return x 365/7

365/7
Effective Yield = [(1 + Base Period Return) ] - 1

Tax Equivalent Yield = Current Yield
--------------
(1 - Tax Rate)

The following table sets forth various measures of the performance for
the indicated Funds for the seven days ended December 31, 1994. (As of the date
hereof, Institutional Tax Free Money Fund, Institutional NY Money Fund and
Institutional Liquid Assets Fund had not commenced investment operations.)

Institutional Institutional Institutional
Cash Management Treasury Money Cash Reserves
Fund Fund
Current Yield
Effective Yield

5.61% 5.27% 5.65%
5.77% 5.40% 5.81%

FINANCIAL STATEMENTS

The following financial statements are incorporated herein by reference
from its annual report dated December 31, 1994, a copy of which is attached
hereto:

FOR LIQUID ASSETS PORTFOLIO:

Statement of Assets and Liabilities, December 31, 1994
Statement of Operations for the year ended December 31, 1994
Statement of Changes in Net Assets for the year ended December 31, 1994
and for the period June 7, 1993 to December 31, 1993
Financial Highlights: Selected ratios and supplemental data for each of
the periods indicated
Schedule of Portfolio Investments, December 31, 1994
Notes to Financial Statements
Report of Independent Accountants

FOR INSTITUTIONAL CASH MANAGEMENT FUND AND INSTITUTIONAL TREASURY MONEY
FUND:

Statement of Assets and Liabilities, December 31, 1994
Statement of Operations for the year ended December 31, 1994
Statement of Changes in Net Assets for the years ended
December 31, 1994 and 1993
Financial Highlights: Supplemental data for each of the periods
indicated
Notes to Financial Statements
Report of Independent Accountants

FOR INSTITUTIONAL CASH RESERVES:

Statement of Assets and Liabilities, December 31, 1994
Statement of Operations for the period January 25, 1994
(commencement of operations to December 31, 1994
Statement of Changes in Net Assets for the period January 25, 1994
(commencement of operations) to December 31, 1994
Financial Highlights: Supplemental data for the period indicated
Notes to Financial Statements
Report of Independent Accountants

FOR CASH MANAGEMENT PORTFOLIO, TREASURY MONEY PORTFOLIO, TAX FREE MONEY
PORTFOLIO, NY TAX FREE MONEY PORTFOLIO:

Statement of Assets and Liabilities, December 31, 1994
Statement of operations for the year ended December 31, 1994
Statement of Changes in Net Assets for the years ended
December 31, 1994 and 1993
Financial Highlights: Selected ratios and supplemental data for
each of the periods indicated
Schedule of Portfolio Investments, December 31, 1994
Notes to Financial Statements
Report of Independent Accountants
<PAGE>

BT INSTITUTIONAL FUNDS
INSTITUTIONAL LIQUID ASSETS FUND
STATEMENT OF ASSETS AND LIABILITIES

June 26, 1995

ASSETS:

Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ 10
Deferred organization expenses . . . . . . . . . . . . 10,000
-------
Total assets . . . . . . . . . . . . . . . . . 10,010

LIABILITIES:

Accrued organization expenses . . . . . . . . . . . . 10,000
-------
Net assets . . . . . . . . . . . . . . . . . . $ 10

NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER
SHARE OF BENEFICIAL INTEREST ($10 / 10 SHARES
OUTSTANDING) . . . . . . . . . . . . . . . . . . . . . . . . $1.00
=======

NOTES:

(1) BT Institutional Funds, a Massachusetts business trust (the "Trust"),
established and designated the Institutional Liquid Assets Fund (the
"Fund") as a separate series on May 3, 1995 which has been inactive
since that date, except for matters relating to the Fund's
establishment and designation and the registration under the Securities
Act of 1933 of the Fund's shares of beneficial interest ("Shares") and
the sale on June 21, 1995 of an aggregate of 10 Shares ("Initial
Shares") of the Fund to Signature Financial Group, Inc. ("SFG"). The
Fund is one of ten investment funds of the Trust.

(2) Organization expenses of the Fund are being deferred and will be
amortized on a straight line basis over a period not to exceed five
years that commences on the effective date of the Trust's Registration
Statement on Form N-1A with respect to the Fund. The amount paid by the
Trust on any redemption by SFG or any other then-current holder of the
Initial Shares will be reduced by a portion of any unamortized
organization expenses, determined by the proportion of the number of
the Initial Shares redeemed to the number of Initial Shares then
outstanding after taking into account any prior redemptions of the
Initial Shares.

(3) The Trust has entered into i) an Administration and Services Agreement
with Bankers Trust Company under which Bankers Trust Company provides
administration, custody, transfer agency and shareholder services to
the Trust and ii) a Distribution Agreement with Signature Broker-Dealer
Services, Inc.

<PAGE>

APPENDIX
DESCRIPTION OF SECURITIES RATINGS

Description of S&P's corporate bond ratings:

AAA--Bonds rated AAA have the highest rating assigned by S&P to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.

AA--Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in small degree.

S&P's letter ratings may be modified by the addition of a plus or a
minus sign, which is used to show relative standing within the major categories,
except in the AAA rating category.

Description of Moody's corporate bond ratings:

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

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

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

Description of Fitch Investors Service's corporate bond ratings:

AAA--Securities of this rating are regarded as strictly high-grade,
broadly marketable, suitable for investment by trustees and fiduciary
institutions, and liable to but slight market fluctuation other than through
changes in the money rate. The factor last named is of importance varying with
the length of maturity. Such securities are mainly senior issues of strong
companies, and are most numerous in the railway and public utility fields,
though some industrial obligations have this rating. The prime feature of an AAA
rating is showing of earnings several times or many times interest requirements
with such stability of applicable earnings that safety is beyond reasonable
question whatever changes occur in conditions. Other features may enter in, such
as a wide margin of protection through collateral security or direct lien on
specific property as in the case of high class equipment certificates or bonds
that are first mortgages on valuable real estate. Sinking funds or voluntary
reduction of the debt by call or purchase are often factors, while guarantee or
assumption by parties other than the original debtor may also influence the
rating.

AA--Securities in this group are of safety virtually beyond question,
and as a class are readily salable while many are highly active. Their merits
are not greatly unlike those of the AAA class, but a security so rated may be of
junior though strong lien - in many cases directly following an AAA security -
or the margin of safety is less strikingly broad. The issue may be the
obligation of a small company, strongly secured but influenced as to ratings by
the lesser financial power of the enterprise and more local type of market.

Description of Duff & Phelps' corporate bond ratings:

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

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

Description of S&P's municipal bond ratings:

AAA--Prime--These are obligations of the highest quality. They have the
strongest capacity for timely payment of debt service.
General Obligation Bonds--In a period of economic stress, the issuers
will suffer the smallest declines in income and will be least susceptible to
autonomous decline. Debt burden is moderate. A strong revenue structure appears
more than adequate to meet future expenditure requirements. Quality of
management appears superior.

Revenue Bonds--Debt service coverage has been, and is expected to
remain, substantial; stability of the pledged revenues is also exceptionally
strong due to the competitive position of the municipal enterprise or to the
nature of the revenues. Basic security provisions (including rate covenant,
earnings test for issuance of additional bonds and debt service reserve
requirements) are rigorous. There is evidence of superior management.

AA--High Grade--The investment characteristics of bonds in this group
are only slightly less marked than those of the prime quality issues. Bonds
rated AA have the second strongest capacity for payment of debt service.

S&P's letter ratings may be modified by the addition of a plus or a
minus sign, which is used to show relative standing within the major rating
categories, except in the AAA rating category.

Description of Moody's municipal bond ratings:

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

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

Moody's may apply the numerical modifier in each generic rating
classification from Aa through B. The modifier 1 indicates that the security
within its generic rating classification possesses the strongest investment
attributes.

Description of S&P's municipal note ratings:

Municipal notes with maturities of three years or less are usually
given note ratings (designated SP-1 or SP-2) to distinguish more clearly the
credit quality of notes as compared to bonds. Notes rated SP-1 have a very
strong or strong capacity to pay principal and interest. Those issues determined
to possess overwhelming safety characteristics are given the designation of
SP-1+. Notes rated SP-2 have a satisfactory capacity to pay principal and
interest.

Description of Moody's municipal note ratings:

Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG) and for variable rate demand
obligations are designated Variable Moody's Investment Grade (VMIG). This
distinction recognizes the differences between short-term credit risk and
long-term risk. Loans bearing the designation MIG-1/VMIG-1 are of the best
quality, enjoying strong protection from established cash flows of funds for
their servicing or from established and broad-based access to the market for
refinancing, or both. Loans bearing the designation MIG-2/VMIG-2 are of high
quality, with ample margins of protection, although not as large as the
preceding group.

Description of S&P commercial paper ratings:

Commercial paper rated A-1 by S&P indicates that the degree of safety
regarding timely payment is either overwhelming or very strong. Those issues
determined to possess overwhelming safety characteristics are denoted A-1+.

Description of Moody's commercial paper ratings:

The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Issuers rated Prime-1 (or related supporting institutions) are
considered to have a superior capacity for repayment of short-term promissory
obligations.

Description of Fitch Investors Service's commercial paper ratings:

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

F-1--Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than the strongest
issue.

Description of Duff & Phelps' commercial paper ratings:

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

Duff 1--Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors. Risk factors are
minor.
<PAGE>

CONTENTS

Investment Objectives and Policies...................................... 3
Net Asset Value......................................................... 20
Purchase and Redemption Information..................................... 21
Management of the Trust and Portfolios.................................. 22
Organization of the Trust and Portfolios................................ 30
Taxes................................................................... 30
Performance Information................................................. 32
Financial Statements.................................................... 34
Appendix: Description of Securities Ratings............................ A-1

INVESTMENT ADVISER OF EACH PORTFOLIO AND ADMINISTRATOR
BANKERS TRUST COMPANY

DISTRIBUTOR
SIGNATURE BROKER-DEALER SERVICES, INC.

CUSTODIAN AND TRANSFER AGENT
BANKERS TRUST COMPANY

INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.

COUNSEL
WILLKIE FARR & GALLAGHER

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

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

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

<PAGE>

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements included in Part B

FOR THE REGISTRANT:

Institutional Liquid Assets Portfolio:

Statement of Assets and Liabilities, June 26, 1995

Institutional Cash Management Fund, Institutional Treasury Money Fund,
Equity 500 Index Fund, Institutional Cash Reserves and
Short/Intermediate U.S. Government Securities Fund:

Statement of Assets and Liabilities, December 31, 1994
Statement of Operations for the periods indicated
Statement of Changes in Net Assets for the periods indicated
Financial Highlights: Selected data for the periods indicated
Notes to Financial Statements

Report of Independent Accountants

FOR CASH MANAGEMENT PORTFOLIO, TREASURY MONEY PORTFOLIO, TAX FREE MONEY
PORTFOLIO, NY TAX FREE MONEY PORTFOLIO, EQUITY 500 INDEX PORTFOLIO AND
SHORT/INTERMEDIATE U.S. GOVERNMENT SECURITIES PORTFOLIO:

Statement of Assets and Liabilities, December 31, 1994
Statement of operations for the periods indicated
Statement of Changes in Net Assets for the periods indicated
Financial Highlights: Supplemental ratios and selected data for
the periods indicated
Schedule of Portfolio Investments, December 31, 1994
Notes to Financial Statements
Report of Independent Accountants

(b) Exhibits:

(1A) Amended and Restated Declaration of Trust of the Trust.5

(1B) Fifth Amended and Restated Establishment and Designation of
Series of the Trust.5

(1C) Sixth Amended and Restated Establishment and Designation of
Series of the Trust.5

(1D) Seventh Amended and Restated Establishment and Designation
of Series of the Trust.5

(1E) Eighth Amended and Restated Establishment and Designation
of Series of the Trust.5

(1F) Ninth Amended and Restated Establishment and Designation of
Series of the Trust.5

(1G) Tenth Amended and Restated Establishment and Designation of
Series of the Trust.5

(2) By-Laws of the Trust.5

(3) Inapplicable.

(4) Specimen stock certificates for shares of beneficial
interest of the Trust.1

(5) Inapplicable.

(6) Distribution Agreement.5

(7) Inapplicable.

(8) See Item (9).

(9A) Administration and Services Agreement.5

(9B) Schedule of fees under Administration and Service
Agreement.7

(10) Opinion of counsel.5

(11) Consent of independent accountants.5

(12) Inapplicable.

(13A) Investment representation letter of initial shareholder of
the Equity 500 Index Fund.3

(13B) Investment representation letter of initial shareholder of
the Institutional Liquid Assets Fund.5

(14) Inapplicable.

(15A) Plan of Distribution pursuant to Rule 12b-l under the
Investment Company Act of 1940, as amended (the "1940
Act").4

(15B) Schedule of fees under Plan of Distribution.5

(16A) Method of computation of performance information for money
market funds.2

(16B) Method of computation of performance information for
non-money market funds.3

(17) Financial Data Schedules.5

(25) Powers of Attorney.4

- -----------------------------
1 Incorporated herein by reference from Pre-Effective Amendment No. 1 to
the Registration Statement as filed with the SEC on July 20, 1990.

2 Incorporated herein by reference from Post-Effective Amendment No. 1 to
the Registration Statement as filed with the SEC on February 29, 1991.

3 Incorporated herein by reference from Post-Effective Amendment No. 4 to
the Registration Statement as filed with the SEC on April 30, 1992.

4 Incorporated herein by reference from Post-Effective Amendment No. 6 to
the Registration Statement as filed with the SEC on January 29, 1993.

5 Filed herewith.

Item 25. Persons Controlled by or Under Common Control with the Trust.

Inapplicable.

Item 26. Number of Holders of Securities.

Title of Class: Number of Record Holders (as of April 20, 1995)

Institutional Cash Management Fund: 524
Institutional Treasury Money Fund: 217
Institutional Tax Free Money Fund: 0
Institutional NY Tax Free Money Fund: 0
Equity 500 Index Fund: 29
BT Institutional Capital Appreciation Fund: 0
Short/Intermediate U.S. Government Securities Fund: 1
Liquid Assets Fund: 0
Institutional Cash Reserves: 103

Item 27. Indemnification.

Under Article XI, Section 2 of the Trust's Declaration of Trust, any
past or present Trustee or officer of the Trust (including persons who serve at
the Trust's request as directors, officers or trustees of another organization
in which the Trust has any interest as a shareholder, creditor or otherwise
[hereinafter referred to as a "Covered Person"]) is indemnified to the fullest
extent permitted by law against liability and all expenses reasonably incurred
by him in connection with any action, suit or proceeding to which he may be a
party or otherwise involved by reason of his being or having been a Covered
Person. This provision does not authorize indemnification when it is determined,
in the manner specified in the Declaration of Trust, that such Covered Person
has not acted in good faith in the reasonable belief that his actions were in or
not opposed to the best interests of the Trust. Moreover, this provision does
not authorize indemnification when it is determined, in the manner specified in
the Declaration of Trust, that such Covered Person would otherwise be liable to
the Trust or its shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his duties. Expenses may be paid by the
Trust in advance of the final disposition of any action, suit or proceeding upon
receipt of an undertaking by such Covered Person to repay such expenses to the
Trust in the event that it is ultimately determined that indemnification of such
expenses is not authorized under the Declaration of Trust and either (i) the
Covered Person provides security for such undertaking, (ii) the Trust is insured
against losses from such advances or (iii) the disinterested Trustees or
independent legal counsel determines, in the manner specified in the Declaration
of Trust, that there is reason to believe the Covered Person will be found to be
entitled to indemnification.

Insofar as indemnification for liability arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be permitted to Trustees, officers
and controlling persons of the Trust pursuant to the foregoing provisions, or
otherwise, the Trust has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Trust of expenses incurred or
paid by a Trustee, officer or controlling person of the Trust in the successful
defense of any action, suit or proceeding) is asserted by such Trustee, officer
or controlling person in connection with the securities being registered, the
Trust will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

Item 28. Business and Other Connections of Investment Adviser.

Inapplicable.

Item 29. Principal Underwriters.

(a) Signature Broker-Dealer Services, Inc. ("Signature"), the distributor
of the Shares of the Trust, also serves as principal underwriter for
other investment companies.

(b) Set forth below are the names, principal business addresses and
positions of each director and officer of Signature. Unless otherwise
noted, the principal business address of these individuals is Signature
Broker-Dealer Services, Inc., 6 St. James Avenue, Boston, Massachusetts
02116. Unless otherwise specified, none of the officers and directors
of Signature serve as officers and Trustees of the Trust.

Philip W. Coolidge: Chief Executive Officer, President and Director of Signature
and President and Trustee of the Registrant.

James B. Craver: Secretary and Senior Vice President of Signature and Secretary
and Treasurer of the Registrant.

Linwood C. Downs: Treasurer of Signature.

Thomas M. Lenz: Assistant Secretary of Signature and Assistant Secretary of the
Registrant.

Molly S. Mugler: Assistant Secretary of Signature and Assistant Secretary of the
Registrant.

Linda T. Gibson: Assistant Secretary of Signature and Assistant Secretary of the
Registrant.

Andres E. Saldana: Assistant Secretary of Signature and Assistant Secretary of
the Registrant.

Susan Jakuboski: Assistant Treasurer of Signature.

David G. Danielson: Assistant Treasurer.

James S. Lelko, Jr.: Assistant Treasurer.

Daniel E. Shea: Assistant Treasurer.

Barbara M. O'Dette: Assistant Treasurer of Signature Assistant Treasurer.

Beth A. Remy: Assistant Treasurer of Signature.

Julie J. Wyetzner: Product Management Officer of Signature.

Christopher W. Tomecek: Director and Senior Vice President of Signature .

Robert G. Davidoff: Director of Signature; CMNY Capital, L.P, 135 East 57th
Street, New York, NY 10022.

Kate B.M. Bolsover: Director of Signature; Signature Financial Group (Europe),
Ltd., 49 St. James's Street, London SW1A 1JT.

Donald S. Chadwick: Director of Signature; Scarborough & Company, 110 East 42nd
Street, New York, NY 10017 .

Leeds Hackett: Director of Signature; National Credit Management Corporation,
10155 York Road, Cockeysville, MD 21030.

Laurence E. Levine: Director of Signature; First International Capital, Ltd.,
130 Sunrise Avenue, Palm Beach, FL 33480.

Item 30. Location of Accounts and Records.

BT Institutional Funds: 6 St. James Avenue, Boston, MA 02116.

Bankers Trust Company: 280 Park Avenue, New York, NY 10017.

Investors Fiduciary Trust Company: 127 West 10th Street, Kansas City, MO 64105.

Signature Broker-Dealer Services, Inc.: 6 St. James Avenue, Boston, MA 02116.

Item 31. Management Services.

Not applicable.

Item 32. Undertakings.

(a) The Registrant undertakes to file (a) post-effective amendment(s),
including financials, which need not be certified, within four to six months
following the commencement of operations of each Fund. The financial statements
included in such amendment(s) will be as of and for the time period ended on a
date reasonably close or as soon as practicable to the date of the filing of the
post-effective amendment(s).

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

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the "1933
Act") and the Investment Company Act of 1940, as amended, the Registrant
certifies that it has duly caused this Amendment to Registrant's Registration
Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston and the Commonwealth of Massachusetts on
the 12th day of June, 1995.

BT INSTITUTIONAL FUNDS

By: /s/JAMES B. CRAVER
-----------------------------
James B. Craver
Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed below by the following persons in the capacities
indicated on June 12, 1994.

/s/PHILIP W. COOLIDGE
- --------------------------------------
Philip W. Coolidge, President and Trustee

BRUCE E. LANGTON*
- --------------------------------------
Bruce E. Langton, Trustee

RICHARD J. HERRING*
- --------------------------------------
Richard J. Herring, Trustee

/s/JAMES B. CRAVER
-------------------------------------
James B. Craver, Treasurer
(Principal Financial and Principal Accounting Officer)

*By: /s/JAMES B. CRAVER
--------------------------------
James B. Craver
as Attorney-in-Fact pursuant to a Power of Attorney previously filed.

<PAGE>

SIGNATURES

Cash Management Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of BT Institutional Funds (File No.
33-34079) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and the Commonwealth of Massachusetts on the
12th day of June, 1995.

CASH MANAGEMENT PORTFOLIO

By: /s/JAMES B. CRAVER
---------------------------------
James B. Craver
Treasurer

This Amendment to the Registration Statement on Form N-1A of BT
Institutional Funds (File No. 33-34079) has been signed below by the following
persons in the capacities indicated on June 12, 1995.

/s/PHILIP W. COOLIDGE
- --------------------------------------
Philip W. Coolidge , President and Trustee

CHARLES P. BIGGAR*
- --------------------------------------
Charles P. Biggar, Trustee of Cash Management Portfolio

S. LELAND DILL*
- --------------------------------------
S. Leland Dill, Trustee of Cash Management Portfolio

/s/JAMES B. CRAVER
- --------------------------------------
James B. Craver, Treasurer
(Principal Financial and Principal Accounting Officer)

*By: /s/JAMES B. CRAVER
--------------------------------
James B. Craver
as Attorney-in-Fact pursuant to a Power of Attorney previously filed.

<PAGE>

SIGNATURES

Treasury Money Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of BT Institutional Funds (File No.
33-34079) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and the Commonwealth of Massachusetts on the
12th day of June, 1995.

TREASURY MONEY PORTFOLIO

By: /s/JAMES B. CRAVER
---------------------------------
James B. Craver
Treasurer

This Amendment to the Registration Statement on Form N-1A of BT
Institutional Funds (File No. 33-34079) has been signed below by the following
persons in the capacities indicated on June 12, 1995.

/s/PHILIP W. COOLIDGE
- --------------------------------------
Philip W. Coolidge , President and Trustee

CHARLES P. BIGGAR*
- --------------------------------------
Charles P. Biggar, Trustee of Treasury Money Portfolio

S. LELAND DILL*
- --------------------------------------
S. Leland Dill, Trustee of Treasury Money Portfolio

/s/JAMES B. CRAVER
- --------------------------------------
James B. Craver, Treasurer
(Principal Financial and Principal Accounting Officer)

*By: /s/JAMES B. CRAVER
--------------------------------
James B. Craver
as Attorney-in-Fact pursuant to a Power of Attorney previously filed.

<PAGE>

SIGNATURES

Tax Free Money Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of BT Institutional Funds (File No.
33-34079) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and the Commonwealth of Massachusetts on the
12th day of June, 1995.

TAX FREE MONEY PORTFOLIO

By: /s/JAMES B. CRAVER
---------------------------------
James B. Craver
Treasurer

This Amendment to the Registration Statement on Form N-1A of BT
Institutional Funds (File No. 33-34079) has been signed below by the following
persons in the capacities indicated on June 12, 1995.

/s/PHILIP W. COOLIDGE
- --------------------------------------
Philip W. Coolidge , President and Trustee

CHARLES P. BIGGAR*
- --------------------------------------
Charles P. Biggar, Trustee of Tax Free Money Portfolio

S. LELAND DILL*
- --------------------------------------
S. Leland Dill, Trustee of Tax Free Money Portfolio

/s/JAMES B. CRAVER
- --------------------------------------
James B. Craver, Treasurer
(Principal Financial and Principal Accounting Officer)

*By: /s/JAMES B. CRAVER
--------------------------------
James B. Craver
as Attorney-in-Fact pursuant to a Power of Attorney previously filed.

<PAGE>

SIGNATURES

NY Tax Free Money Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of BT Institutional Funds (File No.
33-34079) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and the Commonwealth of Massachusetts on the
12th day of June, 1995.

NY TAX FREE MONEY PORTFOLIO

By: /s/JAMES B. CRAVER
---------------------------------
James B. Craver
Treasurer

This Amendment to the Registration Statement on Form N-1A of BT
Institutional Funds (File No. 33-34079) has been signed below by the following
persons in the capacities indicated on June 12, 1995.

/s/PHILIP W. COOLIDGE
- --------------------------------------
Philip W. Coolidge , President and Trustee

CHARLES P. BIGGAR*
- --------------------------------------
Charles P. Biggar, Trustee of NY Tax Free Money Portfolio

S. LELAND DILL*
- --------------------------------------
S. Leland Dill, Trustee of NY Tax Free Money Portfolio

/s/JAMES B. CRAVER
- --------------------------------------
James B. Craver, Treasurer
(Principal Financial and Principal Accounting Officer)

*By: /s/JAMES B. CRAVER
--------------------------------
James B. Craver
as Attorney-in-Fact pursuant to a Power of Attorney previously filed.

<PAGE>

SIGNATURES

BT Investment Portfolios has duly caused this Amendment to the
Registration Statement on Form N-1A of BT Institutional Funds (File No.
33-34079) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and the Commonwealth of Massachusetts on the
12th day of June, 1995.

BT INVESTMENT PORTFOLIOS

By: /s/JAMES B. CRAVER
---------------------------------
James B. Craver
Treasurer

This Amendment to the Registration Statement on Form N-1A of BT
Institutional Funds (File No. 33-34079) has been signed below by the following
persons in the capacities indicated on June 12, 1995.

/s/PHILIP W. COOLIDGE
- --------------------------------------
Philip W. Coolidge , President and Trustee

CHARLES P. BIGGAR*
- --------------------------------------
Charles P. Biggar, Trustee of BT Investment Portfolios

S. LELAND DILL*
- --------------------------------------
S. Leland Dill, Trustee of BT Investmen Portfolios

/s/JAMES B. CRAVER
- --------------------------------------
James B. Craver, Treasurer
(Principal Financial and Principal Accounting Officer)

*By: /s/JAMES B. CRAVER
--------------------------------
James B. Craver
as Attorney-in-Fact pursuant to a Power of Attorney previously filed.

<PAGE>

SIGNATURES

Capital Appreciation Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of BT Institutional Funds (File No.
33-34079) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and the Commonwealth of Massachusetts on the
12th day of June, 1995.

CAPITAL APPRECIATION PORTFOLIO

By: /s/JAMES B. CRAVER
---------------------------------
James B. Craver
Treasurer

This Amendment to the Registration Statement on Form N-1A of BT
Institutional Funds (File No. 33-34079) has been signed below by the following
persons in the capacities indicated on June 12, 1995.

/s/PHILIP W. COOLIDGE
- --------------------------------------
Philip W. Coolidge , President and Trustee

CHARLES P. BIGGAR*
- --------------------------------------
Charles P. Biggar, Trustee of Capital Appreciation Portfolio

S. LELAND DILL*
- --------------------------------------
S. Leland Dill, Trustee of Capital Appreciation Portfolio

/s/JAMES B. CRAVER
- --------------------------------------
James B. Craver, Treasurer
(Principal Financial and Principal Accounting Officer)

*By: /s/JAMES B. CRAVER
--------------------------------
James B. Craver
as Attorney-in-Fact pursuant to a Power of Attorney previously filed.

<PAGE>

BT INSTITUTIONAL FUNDS
EXHIBITS
TO
REGISTRATION STATEMENT ON
FORM N-1A

EXHIBIT INDEX

Exhibit No.

(1A) Amended and Restated Declaration of Trust of the Trust.

(1B) Fifth Amended and Restated Establishment and Designation of
Series of the Trust.

(1C) Sixth Amended and Restated Establishment and Designation of
Series of the Trust.

(1D) Seventh Amended and Restated Establishment and Designation of
Series of the Trust.

(1E) Eighth Amended and Restated Establishment and Designation of
Series of the Trust.

(1F) Ninth Amended and Restated Establishment and Designation of
Series of the Trust.

(1G) Tenth Amended and Restated Establishment and Designation of
Series of the Trust.

(2) By-Laws of the Trust.

(6) Distribution Agreement.

(9A) Administration and Services Agreement.

(9B) Schedule of fees under Administration and Service Agreement.

(10) Opinion of counsel.

(11) Consent of independent accountants.

(13B) Investment representation letter of initial
shareholder of the Institutional Liquid Assets Fund.5

(15B) Schedule of fees under Plan of Distribution.

(17) Financial Data Schedules.

BTDECTR

BT INSTITUTIONAL FUNDS

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

AMENDED AND RESTATED DECLARATION OF TRUST

Dated as of March 29, 1990

<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C> <C>
PAGE
ARTICLE I--Name and Definitions 1

Section 1.1 Name 1
Section 1.2 Definitions 1

ARTICLE II--Trustees 3

Section 2.1 Number of Trustees 3
Section 2.2 Term of Office of Trustees 3
Section 2.3 Resignation and Appointment of Trustees 3
Section 2.4 Vacancies 4
Section 2.5 Delegation of Power to Other Trustees 4

ARTICLE III--Powers of Trustees 4

Section 3.1 General 4
Section 3.2 Investments 5
Section 3.3 Legal Title 6
Section 3.4 Issuance and Repurchase of Securities 6
Section 3.5 Borrowing Money; Lending Trust Property 6
Section 3.6 Delegation; Committees 6
Section 3.7 Collection and Payment 6
Section 3.8 Expenses 7
Section 3.9 Manner of Acting; By-Laws 7
Section 3.10 Miscellaneous Powers 7
Section 3.11 Principal Transactions 7
Section 3.12 Trustees and Officers as Shareholders 8

ARTICLE IV--Investment Adviser, Distributor, Administrator, Transfer Agent
and Shareholder Servicing Agents 8

Section 4.1 Investment Adviser 8
Section 4.2 Distributor 9
Section 4.3 Administrator 9
Section 4.4 Transfer Agent and Shareholder Servicing Agents 9
Section 4.5 Parties to Contract 9

ARTICLE V--Limitations of Liability of Shareholders, Trustees and Others 10

Section 5.1 No Personal Liability of Shareholders, Trustees, etc. 10
Section 5.2 Non-Liability of Trustees, etc. 10
Section 5.3 Mandatory Indemnification 11
Section 5.4 No Bond Required of Trustees 12
Section 5.5 No Duty of Investigation; Notice in Trust Instruments, etc. 12
Section 5.6 Reliance on Experts, etc. 13

ARTICLE VI--Shares of Beneficial Interest 13

Section 6.1 Beneficial Interest 13
Section 6.2 Rights of Shareholders 13
Section 6.3 Trust Only 13
Section 6.4 Issuance of Shares 14
Section 6.5 Register of Shares 14
Section 6.6 Transfer of Shares 14
Section 6.7 Notices 15
Section 6.8 Voting Powers 15
Section 6.9 Series Designation 15

ARTICLE VII--Redemptions 18

Section 7.1 Redemptions 18
Section 7.2 Suspension of Right of Redemption 18
Section 7.3 Redemption of Shares; Disclosure of Holding 18
Section 7.4 Redemptions of Accounts of Less than Minimum Amount 19

ARTICLE VIII--Determination of Net Asset Value, Net Income and Distributions 19

ARTICLE IX--Duration; Termination of Trust; Amendment; Mergers, etc. 19

Section 9.1 Duration 19
Section 9.2 Termination of Trust 20
Section 9.3 Amendment Procedure 20
Section 9.4 Merger, Consolidation and Sale of Assets 22
Section 9.5 Incorporation, Reorganization 22
Section 9.6 Incorporation or Reorganization of Series 22
ARTICLE X--Reports to Shareholders and Shareholder Communications 23

ARTICLE XI--Miscellaneous 23

Section 11.1 Filing 23
Section 11.2 Governing Law 23
Section 11.3 Counterparts 23
Section 11.4 Reliance by Third Parties 23
Section 11.5 Provisions in Conflict with Law or Regulations 24
Section 11.6 Principal Office 24
</TABLE>
<PAGE>

BTDECTR

AMENDED AND RESTATED DECLARATION OF TRUST

BT INSTITUTIONAL FUNDS

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

Dated as of March 29, 1989

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

WHEREAS, the Trustees have previously established a trust through a
Declaration of Trust dated March 15, 1990 for the investment and reinvestment of
funds contributed thereto; and

WHEREAS, no shares having ever been issued pursuant to such Declaration
of Trust, the Trustees hereby amend and restate such Declaration of Trust; and

WHEREAS, the Trustees desire that the beneficial interest in the trust
assets be divided into transferable Shares of Beneficial Interest (par value
$0.001 per share) ("Shares") issued in one or more series as hereinafter
provided; and

NOW THEREFORE, the Trustees hereby declare that all money and property
contributed to the trust established hereunder shall be held and managed in
trust for the benefit of holders, from time to time, of the Shares issued
hereunder and subject to the provisions hereof.

ARTICLE I

NAME AND DEFINITIONS

Section 1.1. Name. The name of the trust created hereby is "BT
Institutional Funds".

Section 1.2. Definitions. Wherever they are used herein, the following
terms have the following respective meanings:

(a) "Administrator" means a party furnishing services to the Trust
pursuant to any contract described in Section 4.3 hereof.

(b) "By-Laws" means the By-laws referred to in Section 3.9 hereof, as
from time to time amended.

(d) "Custodian" means a party employed by the Trust to furnish services
as described in Article X of the By-Laws.

(e) "Declaration" means this Declaration of Trust as amended from time
to time. Reference in this Declaration of Trust to "Declaration", "hereof",
"herein", and "hereunder" shall be deemed to refer to this Declaration rather
than the article or section in which such words appear.

(f) "Distributor" means a party furnishing services to the Trust
pursuant to any contract described in Section 4.2 hereof.

(g) "Interested Person" has the meaning given that term in the
l940 Act.

(h) "Investment Adviser" means a party furnishing services to the Trust
pursuant to any contract described in Section 4.1 hereof.

(i) "Majority Shareholder Vote" has the same meaning as the phrase
"vote of a majority of the outstanding voting securities" as defined in the l940
Act, except that such term may be used herein with respect to the Shares of the
Trust as a whole or the Shares of any particular series, as the context may
require.

(j) "1940 Act" means the Investment Company Act of 1940 and the Rules
and Regulations thereunder, as amended from time to time.

(k) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions
thereof, whether domestic or foreign.

(l) "Shareholder" means a record owner of outstanding Shares.

(m) "Shares" means the Shares of Beneficial Interest into which the
beneficial interest in the Trust shall be divided from time to time or, when
used in relation to any particular series of Shares established by the Trustees
pursuant to Section 6.9 hereof, equal proportionate transferable units into
which such series of Shares shall be divided from time to time. The term
"Shares" includes fractions of Shares as well as whole Shares.

(n) "Shareholder Servicing Agent" means a party furnishing services to
the Trust pursuant to any shareholder servicing contract described in Section
4.4 hereof.

(o) "Transfer Agent" means a party furnishing services to the Trust
pursuant to any transfer agency contract described in Section 4.4 hereof.

(p) "Trust" means the trust created hereby.

(q) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or the Trustees, including, without limitation, any and all property
allocated or belonging to any series of Shares pursuant to Section 6.9 hereof.

(r) "Trustees" means the persons who have signed the Declaration, so
long as they shall continue in office in accordance with the terms hereof, and
all other persons who may from time to time be duly elected or appointed,
qualified and serving as Trustees in accordance with the provisions hereof, and
reference herein to a Trustee or the Trustees shall refer to such person or
persons in their capacity as trustees hereunder.

ARTICLE II

TRUSTEES

Section 2.1. Number of Trustees. The number of Trustees shall be such
number as shall be fixed from time to time by a written instrument signed by a
majority of the Trustees, provided, however, that the number of Trustees shall
in no event be less than three nor more than 15.

Section 2.2. Term of Office of Trustees. Subject to the provisions of
Section l6(a) of the l940 Act, the Trustees shall hold office during the
lifetime of this Trust and until its termination as hereinafter provided; except
that (a) any Trustee may resign his trust (without need for prior or subsequent
accounting) by an instrument in writing signed by him and delivered to the other
Trustees, which shall take effect upon such delivery or upon such later date as
is specified therein; (b) any Trustee may be removed with cause, at any time by
written instrument signed by at least two-thirds of the remaining Trustees,
specifying the date when such removal shall become effective; (c) any Trustee
who has attained a mandatory retirement age established pursuant to any written
policy adopted form time to time by at least two thirds of the Trustees shall,
automatically and without action of such Trustee or the remaining Trustees, be
deemed to have retired in accordance with the terms of such policy, effective as
of the date determined in accordance with such policy; (d) any Trustee who has
become incapacitated by illness or injury as determined by a majority of the
other Trustees, may be retired by written instrument signed by a majority of the
other Trustees, specifying the date of his retirement; and (e) a Trustee may be
removed at any meeting of Shareholders by a vote of two thirds of the
outstanding Shares of each series. For purposes of the foregoing clause (b), the
term "cause" shall include, but not be limited to, failure to comply with such
written policies as may from time to time be adopted by at least two thirds of
the Trustees with respect to the conduct of Trustees and attendance at meetings.
Upon the resignation, retirement or removal of a Trustee, or his otherwise
ceasing to be a Trustee, he shall execute and deliver such documents as the
remaining Trustees shall require for the purpose of conveying to the Trust or
the remaining Trustees any Trust Property held in the name of the resigning,
retiring or removed Trustee. Upon the incapacity or death of any Trustee, his
legal representative shall execute and deliver on his behalf such documents as
the remaining Trustees shall require as provided in the preceding sentence.

Section 2.3. Resignation and Appointment of Trustees. In case of the
declination, death, resignation, retirement, removal or inability of any of the
Trustees, or in case a vacancy shall, by reason of an increase in number, or for
any other reason, exist, the remaining Trustees shall fill such vacancy by
appointing such other individual as they in their discretion shall see fit. Such
appointment shall be evidenced by a written instrument signed by a majority of
the Trustees in office. Any such appointment shall not become effective,
however, until the person named in the written instrument of appointment shall
have accepted in writing such appointment and agreed in writing to be bound by
the terms of the Declaration. Within twelve months of such appointment, the
Trustees shall cause notice of such appointment to be mailed to each Shareholder
at his address as recorded on the books of the Trustees. An appointment of a
Trustee may be made by the Trustees then in office and notice thereof mailed to
Shareholders as aforesaid in anticipation of a vacancy to occur by reason of
retirement, resignation or increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at or after the
effective date of said retirement, resignation or increase in number of
Trustees. The power of appointment is subject to the provisions of Section 16
(a) of the 1940 Act.

Section 2.4. Vacancies. The death, declination, resignation,
retirement, removal or incapacity of the Trustees, or any one of them, shall not
operate to annul the Trust or to revoke any existing agency created pursuant to
the terms of this Declaration. Whenever a vacancy in the number of Trustees
shall occur, until such vacancy is filled as provided in Section 2.3, the
Trustees in office, regardless of their number, shall have all the powers
granted to the Trustees and shall discharge all the duties imposed upon the
Trustees by the Declaration. A written instrument certifying the existence of
such vacancy signed by a majority of the Trustees shall be conclusive evidence
of the existence of such vacancy.

Section 2.5. Delegation of Power to Other Trustees. Any Trustee may, by
power of attorney, delegate his power for a period not exceeding six months at
any one time to any other Trustee or Trustees; provided that in no case shall
fewer than two Trustees personally exercise the powers granted to the Trustees
under the Declaration except as herein otherwise expressly provided.

ARTICLE III

POWERS OF TRUSTEES

Section 3.1. General. The Trustees shall have exclusive and absolute
control over the Trust Property and over the business of the Trust to the same
extent as if the Trustees were the sole owners of the Trust Property and
business in their own right, but with such powers of delegation as may be
permitted by the Declaration. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its branches
and maintain offices both within and without the Commonwealth of Massachusetts,
in any and all states of the United States of America, in the District of
Columbia, and in any and all commonwealths, territories, dependencies, colonies,
possessions, agencies or instrumentalities of the United States of America and
of foreign governments, and to do all such other things and execute all such
instruments as the Trustees deem necessary, proper or desirable in order to
promote the interests of the Trust although such things are not herein
specifically mentioned. Any determination as to what is in the interests of the
Trust made by the Trustees in good faith shall be conclusive. In construing the
provisions of the Declaration, the presumption shall be in favor of a grant of
power to the Trustees.

The enumeration of any specific power herein shall not be construed as
limiting the aforesaid power. Such powers of the Trustees may be exercised
without order of or resort to any court.

Section 3.2. Investments. (a) The Trustees shall have the power:

(i) to conduct, operate and carry on the business of an investment
company;

(ii) to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, lend
or otherwise deal in or dispose of U.S. and foreign currencies, any form of gold
or other precious metal, commodity contracts, any form of option contract,
contracts for the future acquisition or delivery of fixed income or other
securities, shares of, or any other interest in, any investment company as
defined in the Investment Company Act of 1940, and securities of every nature
and kind, including, without limitation, all types of bonds, debentures, stocks,
negotiable or non-negotiable instruments, obligations, evidences of
indebtedness, certificates of deposit or indebtedness, commercial paper,
repurchase agreements, bankers' acceptances, and other securities of any kind,
issued, created, guaranteed or sponsored by any and all Persons, including,
without limitation,

(A) states, territories and possessions of the United States and the
District of Columbia and any political subdivision, agency or instrumentality of
any such Person,

(B) the U.S. Government, any foreign government, any political
subdivision or any agency or instrumentality of the U.S. Government, any foreign
government or any political subdivision of the U.S. Government or any foreign
government,

(D) any bank or savings institution, or

(E) any corporation, trust, partnership or other organization organized
under the laws of the United States or of any state, territory or possession
thereof, or under any foreign law;

or in "when issued" contracts for any such securities, to retain Trust assets in
cash and from time to time to change the securities or obligations in which the
assets of the Trust are invested; and to exercise any and all rights, powers and
privileges of ownership or interest in respect of any and all such investments
of every kind and description, including, without limitation, the right to
consent and otherwise act with respect thereto, with power to designate one or
more Persons to exercise any of said rights, powers and privileges in respect of
any of said investments; and

(iii) to carry on any other business in connection with or incidental
to any of the foregoing powers, to do everything necessary, proper or desirable
for the accomplishment of any purpose or the attainment of any object or the
furtherance of any power hereinbefore set forth, and to do every other act or
thing incidental or appurtenant to or connected with the aforesaid purposes,
objects or powers.

(b) The Trustees shall not be limited to investing in securities or
obligations maturing before the possible termination of the Trust, nor shall the
Trustees be limited by any law limiting the investments which may be made by
fiduciaries.

(c) Notwithstanding any other provision of this Declaration to the
contrary, the Trustees shall have the power in their discretion without any
requirement of approval by shareholders to either invest all or a portion of the
Trust Property, or sell all or a portion of the Trust Property and invest the
proceeds of such sales, in another investment company that is registered under
the 1940 Act.

Section 3.3. Legal Title. Legal title to all Trust Property shall be
vested in the Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Trust Property to be held by or in the name of
one or more of the Trustees, or in the name of the Trust, or in the name of any
other Person or nominee, on such terms as the Trustees may determine. The right,
title and interest of the Trustees in the Trust Property shall vest
automatically in each Person who may hereafter become a Trustee. Upon the
resignation, removal or death of a Trustee, such Trustee shall automatically
cease to have any right, title or interest in any of the Trust Property, and the
right, title and interest of such Trustee in the Trust Property shall vest
automatically in the remaining Trustees. Such vesting and cessation of title
shall be effective whether or not conveyancing documents have been executed and
delivered.

Section 3.4. Issuance and Repurchase of Securities. The Trustees shall
have the power to issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and,
subject to the provisions set forth in Articles VII, VIII and IX and Section 6.9
hereof, to apply to any such repurchase, redemption, retirement, cancellation or
acquisition of Shares any funds of the Trust or other Trust Property whether
capital or surplus or otherwise, to the full extent now or hereafter permitted
by the laws of the Commonwealth of Massachusetts governing business
corporations.

Section 3.5. Borrowing Money; Lending Trust Property. The Trustees
shall have power to borrow money or otherwise obtain credit and to secure the
same by mortgaging, pledging or otherwise subjecting as security the Trust
Property, to endorse, guarantee, or undertake the performance of any obligation,
contract or engagement of any other Person and to lend Trust Property.

Section 3.6. Delegation; Committees. The Trustees shall have power to
delegate from time to time to such of their number or to officers, employees or
agents of the Trust the doing of such things and the execution of such
instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient.

Section 3.7. Collection and Payment. Subject to Section 6.9 hereof, the
Trustees shall have power to collect all property due to the Trust; to pay all
claims, including taxes, against the Trust Property; to prosecute, defend,
compromise or abandon any claims relating to the Trust Property; to foreclose
any security interest securing any obligations, by virtue of which any property
is owed to the Trust; and to enter into releases, agreements and other
instruments.

Section 3.8. Expenses. Subject to Section 6.9 hereof, the Trustees
shall have the power to incur and pay any expenses which in the opinion of the
Trustees are necessary or incidental to carry out any of the purposes of the
Declaration, and to pay reasonable compensation from the funds of the Trust to
themselves as Trustees. The Trustees shall fix the compensation of all officers,
employees and Trustees.

Section 3.9. Manner of Acting; By-Laws. Except as otherwise provided
herein or in the By-Laws, any action to be taken by the Trustees may be taken by
a majority of the Trustees present at a meeting of Trustees at which a quorum is
present, including any meeting held by means of a conference telephone circuit
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, or by written consents of a majority of the
Trustees. The Trustees may adopt By-Laws not inconsistent with this Declaration
to provide for the conduct of the business of the Trust and may amend or repeal
such By-Laws to the extent such power is not reserved to the Shareholders.

Section 3.10. Miscellaneous Powers. The Trustees shall have the power
to: (a) employ or contract with such Persons as the Trustees may deem desirable
for the transaction of the business of the Trust; (b) enter into joint ventures,
partnerships and any other combinations or associations; (c) remove Trustees or
fill vacancies in or add to their number, elect and remove such officers and
appoint and terminate such agents or employees as they consider appropriate, and
appoint from their own number, and terminate, any one or more committees which
may exercise some or all of the power and authority of the Trustees as the
Trustees may determine; (d) purchase, and pay for out of Trust Property,
insurance policies insuring the Shareholders, the Administrator, Trustees,
officers, employees, agents, the Investment Adviser, the Distributor, selected
dealers or independent contractors of the Trust against all claims arising by
reason of holding any such position or by reason of any action taken or omitted
by any such Person in such capacity, whether or not constituting negligence, or
whether or not the Trust would have the power to indemnify such Person against
such liability; (e) establish pension, profit-sharing, Share purchase, and other
retirement, incentive and benefit plans for any Trustees, officers, employees or
agents of the Trust; (f) to the extent permitted by law, indemnify any person
with whom the Trust has dealings, including any Investment Adviser,
Administrator, Custodian, Distributor, Transfer Agent, Shareholder Servicing
Agent and any dealer, to such extent as the Trustees shall determine; (g)
guarantee indebtedness or contractual obligations of others; (h) determine and
change the fiscal year of the Trust and the method by which its accounts shall
be kept; and (i) adopt a seal for the Trust, provided, that the absence of such
seal shall not impair the validity of any instrument executed on behalf of the
Trust.

Section 3.11. Principal Transactions. Except in transactions permitted
by the 1940 Act, or any order of exemption issued by the Commission, the
Trustees shall not, on behalf of the Trust, buy any securities (other than
Shares) from or sell any securities (other than Shares) to, or lend any assets
of the Trust to, any Trustee or officer of the Trust or any firm of which any
such Trustee or officer is a member acting as principal, or have any such
dealings with any Investment Adviser, Administrator, Shareholder Servicing
Agent, Custodian, Distributor or Transfer Agent or with any Interested Person of
such Person; but the Trust may, upon customary terms, employ any such Person, or
firm or company in which such Person is an Interested Person, as broker, legal
counsel, registrar, transfer agent, dividend disbursing agent or custodian.

Section 3.12. Trustees and Officers as Shareholders. Except as
hereinafter provided, no officer, Trustee or Member of the Advisory Board of the
Trust, and no member, partner, officer, director or trustee of the Investment
Adviser, Administrator or of the Distributor, and no Investment Adviser,
Administrator or Distributor of the Trust, shall take long or short positions in
the securities issued by the Trust. The foregoing provision shall not prevent:

(a) The Distributor from purchasing Shares from the Trust if such
purchases are limited (except for reasonable allowances for clerical errors,
delays and errors of transmission and cancellation of orders) to purchases for
the purpose of filling orders for Shares received by the Distributor and
provided that orders to purchase from the Trust are entered with the Trust or
the Custodian promptly upon receipt by the Distributor of purchase orders for
Shares, unless the Distributor is otherwise instructed by its customer;

(b) The Distributor from purchasing Shares as agent for the account of
the Trust;

(c) The purchase from the Trust or from the Distributor of Shares by
any officer, Trustee or member of the Advisory Board of the Trust or by any
member, partner, officer, director or trustee of the Investment Adviser or of
the Distributor at a price not lower than the net asset value of the Shares at
the moment of such purchase, provided that any such sales are only to be made
pursuant to a uniform offer described in the current prospectus or statement of
additional information for the Shares being purchased; or

(d) The Investment Adviser, the Distributor, the Administrator, or any
of their officers, partners, directors or trustees from purchasing Shares prior
to the effective date of the Trust's Registration Statement under the Securities
Act of l933, as amended, relating to the Shares.

ARTICLE IV

INVESTMENT ADVISER, DISTRIBUTOR, ADMINISTRATOR, TRANSFER AGENT
AND SHAREHOLDER SERVICING AGENTS

Section 4.1. Investment Adviser. Subject to a Majority Shareholder Vote
of the Shares of each series affected thereby, the Trustees may in their
discretion from time to time enter into one or more investment advisory or
management contracts whereby the other party to each such contract shall
undertake to furnish the Trust such management, investment advisory, statistical
and research facilities and services, promotional activities, and such other
facilities and services, if any, with respect to one or more series of Shares,
as the Trustees shall from time to time consider desirable and all upon such
terms and conditions as the Trustees may in their discretion determine.
Notwithstanding any provision of the Declaration, the Trustees may delegate to
the Investment Adviser authority (subject to such general or specific
instructions as the Trustees may from time to time adopt) to effect purchases,
sales, loans or exchanges of assets of the Trust on behalf of the Trustees or
may authorize any officer, employee or Trustee to effect such purchases, sales,
loans or exchanges pursuant to recommendations of the Investment Adviser (and
all without further action by the Trustees). Any of such purchases, sales, loans
or exchanges shall be deemed to have been authorized by all the Trustees. Such
services may be provided by one or more Persons.

Section 4.2. Distributor. The Trustees may in their discretion from
time to time enter into one or more distribution contracts providing for the
sale of Shares whereby the Trust may either agree to sell the Shares to the
other party to any such contract or appoint any such other party its sales agent
for such Shares. In either case, any such contract shall be on such terms and
conditions as the Trustees may in their discretion determine, provided that such
terms and conditions are not inconsistent with the provisions of the Declaration
or the By-Laws; and such contract may also provide for the repurchase or sale of
Shares by such other party as principal or as agent of the Trust and may provide
that such other party may enter into selected dealer agreements with registered
securities dealers to further the purpose of the distribution or repurchase of
the Shares. Such services may be provided by one or more Persons.

Section 4.3. Administrator. The Trustees may in their discretion from
time to time enter into one or more administrative services contracts whereby
the other party to each such contract shall undertake to furnish such
administrative services to the Trust as the Trustees shall from time to time
consider desirable and all upon such terms and conditions as the Trustees may in
their discretion determine, provided that such terms and conditions are not
inconsistent with the provisions of this Declaration or the By-Laws. Such
services may be provided by one or more Persons.

Section 4.4. Transfer Agent and Shareholder Servicing Agents. The
Trustees may in their discretion from time to time enter into one or more
transfer agency and shareholder servicing contracts whereby the other party to
each such contract shall undertake to furnish such transfer agency and/or
shareholder services to the Trust or to shareholders of the Trust as the
Trustees shall from time to time consider desirable and all upon such terms and
conditions as the Trustees may in their discretion determine, provided that such
terms and conditions are not inconsistent with the provisions of this
Declaration or the By-Laws. Such services may be provided by one or more
Persons. Except as otherwise provided in the applicable shareholder servicing
contract, a Shareholder Servicing Agent shall be deemed to be the record owner
of outstanding Shares beneficially owned by customers of such Shareholder
Servicing Agent for whom it is acting pursuant to such shareholder servicing
contract.

Section 4.5. Parties to Contract. Any contract of the character
described in Section 4.1, 4.2, 4.3 or 4.4 of this Article IV or any Custodian
contract as described in Article X of the By-Laws may be entered into with any
Person, although one or more of the Trustees or officers of the Trust may be an
officer, partner, director, trustee, shareholder, or member of such other party
to the contract, and no such contract shall be invalidated or rendered voidable
by reason of the existence of any such relationship; nor shall any Person
holding such relationship be liable merely by reason of such relationship for
any loss or expense to the Trust under or by reason of any such contract or
accountable for any profit realized directly or indirectly therefrom, provided
that the contract when entered into was not inconsistent with the provisions of
this Article IV or the By-Laws. The same Person may be the other party to
contracts entered into pursuant to Sections 4.1, 4.2, 4.3 and 4.4 above or any
Custodian contract as described in Article X of the By-Laws, and any individual
may be financially interested or otherwise affiliated with Persons who are
parties to any or all of the contracts mentioned in this Section 4.5.

ARTICLE V

LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS

Section 5.1. No Personal Liability of Shareholders, Trustees, etc. No
Shareholder shall be subject to any personal liability whatsoever to any Person
in connection with Trust Property or the acts, obligations or affairs of the
Trust. No Trustee, officer, employee or agent of the Trust shall be subject to
any personal liability whatsoever to any Person, other than the Trust or its
Shareholders, in connection with Trust Property or the affairs of the Trust,
save only that arising from bad faith, wilful misfeasance, gross negligence or
reckless disregard for his duty to such Person; and all such Persons shall look
solely to the Trust Property for satisfaction of claims of any nature arising in
connection with the affairs of the Trust. If any Shareholder, Trustee, officer,
employee, or agent, as such, of the Trust, is made a party to any suit or
proceeding to enforce any such liability, he shall not, on account thereof, be
held to any personal liability. The Trust shall indemnify and hold each
Shareholder harmless from and against all claims and liabilities to which such
Shareholder may become subject by reason of his being or having been a
Shareholder, and shall reimburse such Shareholder for all legal and other
expenses reasonably incurred by him in connection with any such claim or
liability. The rights accruing to a Shareholder under this Section 5.1 shall not
exclude any other right to which such Shareholder may be lawfully entitled, nor
shall anything herein contained restrict the right of the Trust to indemnify or
reimburse a Shareholder in any appropriate situation even though not
specifically provided herein. Notwithstanding any other provision of this
Declaration to the contrary, no Trust Property shall be used to indemnify or
reimburse any Shareholder of any Shares of any series other than Trust Property
allocated or belonging to that series.

Section 5.2. Non-Liability of Trustees, etc. No Trustee, officer,
employee or agent of the Trust shall be liable to the Trust or to any
Shareholder, Trustee, officer, employee, or agent thereof for any action or
failure to act (including without limitation the failure to compel in any way
any former or acting Trustee to redress any breach of trust) except for his own
bad faith, wilful misfeasance, gross negligence or reckless disregard of his
duties.

Section 5.3. Mandatory Indemnification. (a) Subject to the exceptions
and limitations contained in paragraph (b) below:

(i) every person who is or has been a Trustee or officer of the Trust
shall be indemnified by the Trust against all liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or incurred
by him in the settlement thereof;

(ii) the words "claim", "action", "suit", or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal, administrative or
other, including appeals), actual or threatened; and the words "liability" and
"expenses" shall include, without limitation, attorneys' fees, costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Trustee or
officer:

(i) against any liability to the Trust or the Shareholders by reason of
a final adjudication by the court or other body before which the proceeding was
brought that he engaged in wilful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office;

(ii) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief that his
action was in the best interest of the Trust; or

(iii) in the event of a settlement involving a payment by a Trustee or
officer or other disposition not involving a final adjudication as provided in
paragraph (b) (i) or (b) (ii) above resulting in a payment by a Trustee or
officer, unless there has been either a determination that such Trustee or
officer did not engage in wilful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office by the
court or other body approving the settlement or other disposition or by a
reasonable determination, based upon a review of readily available facts (as
opposed to a full trial-type inquiry) that he did not engage in such conduct:

(A) by vote of a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees then in office
act on the matter); or

(B) by written opinion of independent legal counsel.

(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not
affect any other rights to which any Trustee or officer may now or hereafter be
entitled, shall continue as to a Person who has ceased to be such a Trustee or
officer and shall inure to the benefit of the heirs, executors and
administrators of such Person. Nothing contained herein shall affect any rights
to indemnification to which personnel other than Trustees and officers may be
entitled by contract or otherwise under law.

(d) Expenses of preparation and presentation of a defense to any claim,
action, suit, or proceeding of the character described in paragraph (a) of this
Section 5.3 shall be advanced by the Trust prior to final disposition thereof
upon receipt of an undertaking by or on behalf of the recipient to repay such
amount if it is ultimately determined that he is not entitled to indemnification
under this Section 5.3, provided that either:

(i) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses arising out of
any such advances; or

(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act on
the matter) or an independent legal counsel in a written opinion, shall
determine, based upon a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.

As used in this Section 5.3 a "Disinterested Trustee" is one (i) who is
not an "Interested Person" of the Trust (including anyone who has been exempted
from being an "Interested Person" by any rule, regulation or order of the
Commission), and (ii) against whom none of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar
grounds is then or had been pending.

Section 5.4. No Bond Required of Trustees. No Trustee shall be
obligated to give any bond or other security for the performance of any of his
duties hereunder.

Section 5.5. No Duty of Investigation; Notice in Trust Instruments,
etc. No purchaser, lender, Shareholder Servicing Agent, Transfer Agent or other
Person dealing with the Trustees or any officer, employee or agent of the Trust
shall be bound to make any inquiry concerning the validity of any transaction
purporting to be made by the Trustees or by said officer, employee or agent or
be liable for the application of money or property paid, loaned, or delivered to
or on the order of the Trustees or of said officer, employee or agent. Every
obligation, contract, instrument, certificate, Share, other security of the
Trust or undertaking, and every other act or thing whatsoever executed in
connection with the Trust shall be conclusively presumed to have been executed
or done by the executors thereof only in their capacity as Trustees under the
Declaration or in their capacity as officers, employees or agents of the Trust.
Every written obligation, contract, instrument, certificate, Share, other
security of the Trust or undertaking made or issued by the Trustees shall recite
that the same is executed or made by them not individually, but as Trustees
under the Declaration, and that the obligations of any such instrument are not
binding upon any of the Trustees or Shareholders individually, but bind only the
trust estate, and may contain any further recital which they or he may deem
appropriate, but the omission of such recital shall not operate to bind any of
the Trustees or Shareholders individually. The Trustees shall at all times
maintain insurance for the protection of the Trust Property, Shareholders,
Trustees, officers, employees and agents in such amount as the Trustees shall
deem adequate to cover possible tort liability, and such other insurance as the
Trustees in their sole judgment shall deem advisable.

Section 5.6. Reliance on Experts, etc. Each Trustee and officer or employee
of the Trust shall, in the performance of his duties, be fully and completely
justified and protected with regard to any act or any failure to act resulting
from reliance in good faith upon the books of account or other records of the
Trust, upon an opinion of counsel, or upon reports made to the Trust by any of
its officers or employees or by the Investment Adviser, the Distributor,
Transfer Agent, any Shareholder Servicing Agent, selected dealers, accountants,
appraisers or other experts or consultants selected with reasonable care by the
Trustees, officers or employees of the Trust, regardless of whether such counsel
or expert may also be a Trustee.

ARTICLE VI

SHARES OF BENEFICIAL INTEREST

Section 6.1. Beneficial Interest. The interest of the beneficiaries
hereunder may be divided into transferable Shares, which may be divided into one
or more series as provided in Section 6.9 hereof. Each such series shall have
such class or classes of Shares as the Trustees may from time to time determine.
The number of Shares authorized hereunder is unlimited. All Shares issued
hereunder including, without limitation, Shares issued in connection with a
dividend in Shares or a split of Shares, shall be fully paid and non-assessable.

Section 6.2. Rights of Shareholders. The ownership of the Trust
Property of every description and the right to conduct any business hereinbefore
described are vested exclusively in the Trustees, and the Shareholders shall
have no interest therein other than the beneficial interest conferred by their
Shares, and they shall have no right to call for any partition or division of
any property, profits, rights or interests of the Trust nor can they be called
upon to assume any losses of the Trust or suffer an assessment of any kind by
virtue of their ownership of Shares. The Shares shall be personal property
giving only the rights specifically set forth in the Declaration. The Shares
shall not entitle the holder to preference, pre-emptive, appraisal, conversion
or exchange rights, except as the Trustees may determine with respect to any
series of Shares.

Section 6.3. Trust Only. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and the
Shareholders. It is not the intention of the Trustees to create a general
partnership, limited partnership, joint stock association, corporation, bailment
or any form of legal relationship other than a trust. Nothing in the Declaration
shall be construed to make the Shareholders, either by themselves or with the
Trustees, partners or members of a joint stock association.

Section 6.4. Issuance of Shares. The Trustees, in their discretion may,
from time to time without vote of the Shareholders, issue Shares, in addition to
the then issued and outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount and type of consideration, including cash
or property, and on such terms as the Trustees may deem best, and may in such
manner acquire other assets (including the acquisition of assets subject to, and
in connection, with the assumption of liabilities) and businesses. In connection
with any issuance of Shares, the Trustees may issue fractional Shares. The
Trustees may from time to time divide or combine the Shares of any series into a
greater or lesser number without thereby changing their proportionate beneficial
interests in Trust Property allocated or belonging to such series. Contributions
to the Trust may be accepted for, and Shares shall be redeemed as, whole Shares
and/or 1/1,000ths of a Share or integral multiples thereof.

Section 6.5. Register of Shares. A register or registers shall be kept
at the principal office of the Trust or at an office of the Transfer Agent or
any one or more Shareholder Servicing Agents which register or registers, taken
together, shall contain the names and addresses of the Shareholders and the
number of Shares held by them respectively and a record of all transfers
thereof. Such register or registers shall be conclusive as to who are the
holders of the Shares and who shall be entitled to receive dividends or
distributions or otherwise to exercise or enjoy the rights of Shareholders. No
Shareholder shall be entitled to receive payment of any dividend or
distribution, nor to have notice given to him as herein or in the By-Laws
provided, until he has given his address to the Transfer Agent, the Shareholder
Servicing Agent which is the agent of record for such Shareholder, or such other
officer or agent of the Trustees as shall keep the said register for entry
thereon. It is not contemplated that certificates will be issued for the Shares;
however, the Trustees, in their discretion, may authorize the issuance of Share
certificates and promulgate appropriate rules and regulations as to their use.

Section 6.6. Transfer of Shares. Shares shall be transferable on the
records of the Trust only by the record holder thereof or by his agent thereunto
duly authorized in writing, upon delivery to the Trustees, the Transfer Agent or
the Shareholder Servicing Agent which is the agent of record for such
Shareholder, of a duly executed instrument of transfer, together with any
certificate or certificates (if issued) for such Shares and such evidence of the
genuineness of each such execution and authorization and of other matters as may
reasonably be required. Upon such delivery the transfer shall be recorded on the
register of the Trust. Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes hereunder and
neither the Trustees nor any Transfer Agent, Shareholder Servicing Agent or
registrar nor any officer, employee or agent of the Trust shall be affected by
any notice of the proposed transfer.

Any person becoming entitled to any Shares in consequence of the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of
law, shall be recorded on the register of Shares as the holder of such Shares
upon production of the proper evidence thereof to the Trustees, the Transfer
Agent or the Shareholder Servicing Agent which is the agent of record for such
Shareholder; but until such record is made, the Shareholder of record shall be
deemed to be the holder of such Shares for all purposes hereunder and neither
the Trustees nor any Transfer Agent, Shareholder Servicing Agent or registrar
nor any officer or agent of the Trust shall be affected by any notice of such
death, bankruptcy or incompetence, or other operation of law.

Section 6.7. Notices. Any and all notices to which any Shareholder may
be entitled and any and all communications shall be deemed duly served or given
if mailed, postage prepaid, addressed to any Shareholder of record at his last
known address as recorded on the register of the Trust.

Section 6.8. Voting Powers. The Shareholders shall have power to vote
only (i) for the removal of Trustees as provided in Section 2.2 hereof, (ii)
with respect to any investment advisory or management contract as provided in
Section 4.1 hereof, (iii) with respect to termination of the Trust as provided
in Section 9.2 hereof, (iv) with respect to any amendment of this Declaration to
the extent and as provided in Section 9.3 hereof, (v) with respect to any
merger, consolidation or sale of assets as provided in Sections 9.4 and 9.6
hereof, (vi) with respect to incorporation of the Trust or any series to the
extent and as provided in Sections 9.5 and 9.6 hereof, (vii) to the same extent
as the stockholders of a Massachusetts business corporation as to whether or not
a court action, proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the Trust or the
Shareholders, and (viii) with respect to such additional matters relating to the
Trust as may be required by the Declaration, the By-Laws or any registration of
the Trust with the Commission (or any successor agency) or any state, or as the
Trustees may consider necessary or desirable. Each whole Share shall be entitled
to one vote as to any matter on which it is entitled to vote and each fractional
Share shall be entitled to a proportionate fractional vote, except that Shares
held in the treasury of the Trust shall not be voted. Shares shall be voted by
individual series on any matter submitted to a vote of the Shareholders of the
Trust except as provided in Section 6.9(g) hereof. There shall be no cumulative
voting in the election of Trustees. Until Shares are issued, the Trustees may
exercise all rights of Shareholders and may take any action required by law, the
Declaration or the By-Laws to be taken by Shareholders. At any meeting of
Shareholders of the Trust or of any series of the Trust, a Shareholder Servicing
Agent may vote any shares as to which such Shareholder Servicing Agent is the
agent of record and which are not otherwise represented in person or by proxy at
the meeting, proportionately in accordance with the votes cast by holders of all
shares otherwise represented at the meeting in person or by proxy as to which
such Shareholder Servicing Agent is the agent of record. Any shares so voted by
a Shareholder Servicing Agent will be deemed represented at the meeting for
quorum purposes. The By-Laws may include further provisions for Shareholder
votes and meetings and related matters.

Section 6.9. Series Designation. As set forth in Appendix I hereto, the
Trustees have authorized the division of Shares into series, as designated and
established pursuant to the provisions of Appendix I and this Section 6.9. The
Trustees, in their discretion, may authorize the division of Shares into one or
more additional series, and the different series shall be established and
designated, and the variations in the relative rights, privileges and
preferences as between the different series shall be fixed and determined by the
Trustees upon and subject to the following provisions:

(a) All Shares shall be identical except that there may be such
variations as shall be fixed and determined by the Trustees between different
series as to purchase price, right of redemption and the price, terms and manner
of redemption, and special and relative rights as to dividends and on
liquidation.

(b) The number of authorized Shares and the number of Shares of each
series that may be issued shall be unlimited. The Trustees may classify or
reclassify any unissued Shares or any Shares previously issued and reacquired of
any series into one or more series that may be established and designated from
time to time. The Trustees may hold as treasury shares (of the same or some
other series), reissue for such consideration and on such terms as they may
determine, or cancel any Shares of any series reacquired by the Trust at their
discretion from time to time.

(c) All consideration received by the Trust for the issuance or sale of
Shares of a particular series, together with all assets in which such
consideration is invested or reinvested, all income and earnings thereon,
profits therefrom, and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that series for all purposes, subject only to the rights
of creditors of such series, and shall be so recorded upon the books of account
of the Trust. In the event that there are any assets, income, earnings, profits,
proceeds, funds or payments which are not readily identifiable as belonging to
any particular series, the Trustees shall allocate them to and among any one or
more of the series established and designated from time to time in such manner
and on such basis as the Trustees, in their sole discretion, deem fair and
equitable. Each such allocation by the Trustees shall be conclusive and binding
upon the Shareholders of all series for all purposes. No Shareholder of any
particular series shall have any claim on or right to any assets allocated or
belonging to any other series of Shares.

(d) The assets belonging to each particular series shall be charged
with the liabilities of the Trust in respect of that series and all expenses,
costs, charges and reserves attributable to that series, and any general
liabilities, expenses, costs, charges or reserves of the Trust which are not
readily identifiable as belonging to any particular series shall be allocated
and charged by the Trustees to and among any one or more of the series
established and designated from time to time in such manner and on such basis as
the Trustees, in their sole discretion, deem fair and equitable. Each allocation
of liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all series for all purposes. The
Trustees shall have full discretion, to the extent not inconsistent with the
1940 Act, to determine which items shall be treated as income and which items as
capital; and each such determination and allocation shall be conclusive and
binding upon the Shareholders. Under no circumstances shall the assets allocated
or belonging to any particular series be charged with liabilities, expenses,
costs, charges or reserves attributable to any other series. All Persons who
have extended credit which has been allocated to a particular series, or who
have a claim or contract which has been allocated to any particular series,
shall look only to the assets of that particular series for payment of such
credit, claim or contract.

(e) The power of the Trustees to invest and reinvest the Trust Property
allocated or belonging to any particular series shall be governed by Section 3.2
hereof unless otherwise provided in the instrument of the Trustees establishing
such series which is hereinafter described.

(f) Each Share of a series shall represent a beneficial interest in the
net assets allocated or belonging to such series only, and such interest shall
not extend to the assets of the Trust generally. Dividends and distributions on
Shares of a particular series may be paid with such frequency as the Trustees
may determine, which may be monthly or otherwise, pursuant to a standing vote or
votes adopted only once or with such frequency as the Trustees may determine, to
the Shareholders of that series only, from such of the income and capital gains,
accrued or realized, from the assets belonging to that series, as the Trustees
may determine, after providing for actual and accrued liabilities belonging to
that series. All dividends and distributions on Shares of a particular series
shall be distributed pro rata to the Shareholders of that series in proportion
to the number of Shares of that series held by such Shareholders at the date and
time of record established for the payment of such dividends or distributions.
Shares of any particular series of the Trust may be redeemed solely out of Trust
Property allocated or belonging to that series. Upon liquidation or termination
of a series of the Trust, Shareholders of such series shall be entitled to
receive a pro rata share of the net assets of such series only.

(g) Notwithstanding any provision hereof to the contrary, on any matter
submitted to a vote of the Shareholders of the Trust, all Shares then entitled
to vote shall be voted by individual series, except that (i) when required by
the l940 Act to be voted in the aggregate, Shares shall not be voted by
individual series, and (ii) when the Trustees have determined that the matter
affects only the interests of Shareholders of one or more series, only
Shareholders of such series shall be entitled to vote thereon.

(h) The establishment and designation of any series of Shares shall be
effective upon the execution by a majority of the Trustees of an instrument
setting forth such establishment and designation and the relative rights and
preferences of such series, or as otherwise provided in such instrument. At any
time that there are no Shares outstanding of any particular series previously
established and designated, the Trustees may by an instrument executed by a
majority of their number abolish that series and the establishment and
designation thereof. Each instrument referred to in this paragraph shall have
the status of an amendment to this Declaration.

(i) Notwithstanding anything in this Declaration to the contrary, the
Trustees may, in their discretion, authorize the division of Shares of any
series into Shares of one or more classes or subseries of such series. All
Shares of a class or a subseries shall be identical with each other and with the
Shares of each other class or subseries of the same series except for such
variations between classes or subseries as may be approved by the Board of
Trustees and be permitted under the 1940 Act or pursuant to any exemptive order
issued by the Commission.

ARTICLE VII

REDEMPTIONS

Section 7.l Redemptions. In case any Shareholder at any time desires to
dispose of his Shares, he may deposit his certificate or certificates therefor,
duly endorsed in blank or accompanied by an instrument of transfer executed in
blank, or if the Shares are not represented by any certificate, a written
request or other such form of request as the Trustees may from time to time
authorize, at the office of the Transfer Agent, the Shareholder Servicing Agent
which is the agent of record for such Shareholder, or at the office of any bank
or trust company, either in or outside of the Commonwealth of Massachusetts,
which is a member of the Federal Reserve System and which the said Transfer
Agent or the said Shareholder Servicing Agent has designated in writing for that
purpose, together with an irrevocable offer in writing in a form acceptable to
the Trustees to sell the Shares represented thereby to the Trust at the net
asset value per Share thereof, next determined after such deposit as provided in
Section 8.1 hereof. Payment for said Shares shall be made to the Shareholder
within seven days after the date on which the deposit is made, unless (i) the
date of payment is postponed pursuant to Section 7.2 hereof, or (ii) the
receipt, or verification of receipt, of the purchase price for the Shares to be
redeemed is delayed, in either of which events payment may be delayed beyond
seven days.

Section 7.2 Suspension of Right of Redemption. The Trust may declare a
suspension of the right of redemption or postpone the date of payment of the
redemption proceeds for the whole or any part of any period (i) during which the
New York Stock Exchange is closed other than customary week-end and holiday
closings, (ii) during which trading on the New York Stock Exchange is
restricted, (iii) during which an emergency exists as a result of which disposal
by the Trust of securities owned by it is not reasonably practicable or it is
not reasonably practicable for the Trust fairly to determine the value of its
net assets, or (iv) during which the Commission for the protection of
Shareholders by order permits the suspension of the right of redemption or
postponement of the date of payment of the redemption proceeds; provided that
applicable rules and regulations of the Commission shall govern as to whether
the conditions prescribed in (ii), (iii) or (iv) exist. Such suspension shall
take effect at such time as the Trust shall specify but not later than the close
of business on the business day next following the declaration of suspension,
and thereafter there shall be no right of redemption or payment of the
redemption proceeds until the Trust shall declare the suspension at an end,
except that the suspension shall terminate in any event on the first day on
which said stock exchange shall have reopened or the period specified in (ii) or
(iii) shall have expired (as to which, in the absence of an official ruling by
the Commission, the determination of the Trust shall be conclusive). In the case
of a suspension of the right of redemption, a Shareholder may either withdraw
his request for redemption or receive payment based on the net asset value
existing after the termination of the suspension.

Section 7.3. Redemption of Shares; Disclosure of Holding. If the
Trustees shall, at any time and in good faith, be of the opinion that direct or
indirect ownership of Shares has or may become concentrated in any Person to an
extent which would disqualify the Trust, or any series of the Trust, as a
regulated investment company under the Internal Revenue Code of l986, as amended
(the "Code"), then the Trustees shall have the power by lot or other means
deemed equitable by them (i) to call for redemption by any such Person a number
of Shares of the Trust, or such series of the Trust, sufficient to maintain or
bring the direct or indirect ownership of Shares of the Trust, or such series of
the Trust, into conformity with the requirements for such qualification, and
(ii) to refuse to transfer or issue Shares of the Trust, or such series of the
Trust, to any Person whose acquisition of the Shares of the Trust, or such
series of the Trust, would result in such disqualification. The redemption shall
be effected at the redemption price and in the manner provided in Section 7.l
hereof.

The Shareholders of the Trust shall upon demand disclose to the
Trustees in writing such information with respect to direct and indirect
ownership of Shares of the Trust as the Trustees deem necessary to comply with
the provisions of the Code, or to comply with the requirements of any other
authority. Upon the failure of a Shareholder to disclose such information and to
comply with such demand of the Trustees, the Trust shall have the power to
redeem such Shares at a redemption price determined in accordance with Section
7.1 hereof.

Section 7.4 Redemptions of Accounts of Less than Minimum Amount. The
Trustees shall have the power, and any Shareholder Servicing Agent with whom the
Trust has so agreed (or a subcontractor of such Shareholder Servicing Agent)
shall have the power, at any time to redeem Shares of any Shareholder at a
redemption price determined in accordance with Section 7.l hereof if at such
time the aggregate net asset value of the Shares owned by such Shareholder is
less than a minimum amount as determined from time to time and disclosed in a
prospectus of the Trust or in the Shareholder Servicing Agent's (or sub-
contractor's) agreement with its customer. A Shareholder shall be notified that
the aggregate value of his Shares is less than such minimum amount and allowed
60 days to make an additional investment before redemption is processed.

ARTICLE VIII

DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS

The Trustees, in their absolute discretion, may prescribe and shall set
forth in the By-Laws or in a duly adopted vote or votes of the Trustees such
bases and times for determining the per Share net asset value of the Shares or
net income, or the declaration and payment of dividends and distributions, as
they may deem necessary or desirable.

ARTICLE IX

DURATION; TERMINATION OF TRUST;
AMENDMENT; MERGERS, ETC.

Section 9.1. Duration. The Trust shall continue without limitation of
time but subject to the provisions of this Article IX.

Section 9.2. Termination of Trust. (a) The Trust may be terminated (i)
by a Majority Shareholder Vote of its Shareholders, or (ii) by the Trustees by
written notice to the Shareholders. Any series of the Trust may be terminated
(i) by a Majority Shareholder Vote of the Shareholders of that series, or (ii)
by the Trustees by written notice to the Shareholders of that series. Upon the
termination of the Trust or any series of the Trust:

(i) The Trust or series of the Trust shall carry on no business except
for the purpose of winding up its affairs;

(ii) The Trustees shall proceed to wind up the affairs of the Trust or
series of the Trust and all the powers of the Trustees under this Declaration
shall continue until the affairs of the Trust or series of the Trust shall have
been wound up, including the power to fulfill or discharge the contracts of the
Trust, collect the assets of the Trust or series of the Trust, sell, convey,
assign, exchange, transfer or otherwise dispose of all or any part of the
remaining Trust Property of the Trust or series of the Trust to one or more
Persons at public or private sale for consideration which may consist in whole
or in part of cash, securities or other property of any kind, discharge or pay
the liabilities of the Trust or series of the Trust, and to do all other acts
appropriate to liquidate the business of the Trust or series of the Trust;
provided, that any sale, conveyance, assignment, exchange, transfer or other
disposition of all or substantially all of the Trust Property of the Trust or
series of the Trust shall require Shareholder approval in accordance with
Section 9.4 or 9.6 hereof, respectively; and

(iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the Trustees may
distribute the remaining Trust Property of the Trust or series of the Trust, in
cash or in kind or partly in cash and partly in kind, among the Shareholders of
the Trust or series of the Trust according to their respective rights.

(b) After termination of the Trust or series of the Trust and
distribution to the Shareholders of the Trust or series of the Trust as herein
provided, a majority of the Trustees shall execute and lodge among the records
of the Trust an instrument in writing setting forth the fact of such
termination, and the Trustees shall thereupon be discharged from all further
liabilities and duties hereunder with respect to the Trust or series of the
Trust, and the rights and interests of all Shareholders of the Trust or series
of the Trust shall thereupon cease.

Section 9.3. Amendment Procedure. (a) This Declaration may be amended
by a Majority Shareholder Vote of the Shareholders or by any instrument in
writing, without a meeting, signed by a majority of the Trustees and consented
to by the holders of not less than a majority of the Shares of the Trust. The
Trustees may also amend this Declaration without the vote or consent of
Shareholders to designate series in accordance with Section 6.9 hereof, to
change the name of the Trust, to supply any omission, to cure, correct or
supplement any ambiguous, defective or inconsistent provision hereof, or to
conform this Declaration to the requirements of applicable federal laws or
regulations or the requirements of the regulated investment company provisions
of the Internal Revenue Code of l986, as amended, or to (i) change the state or
other jurisdiction designated herein as the state or other jurisdiction whose
laws shall be the governing law hereof, (ii) effect such changes herein as the
Trustees find to be necessary or appropriate (A) to permit the filing of this
Declaration under the laws of such state or other jurisdiction applicable to
trusts or voluntary associations, (B) to permit the Trust to elect to be treated
as a "regulated investment company" under the applicable provisions of the
Internal Revenue Code of 1986, as amended, or (C) to permit the transfer of
shares (or to permit the transfer of any other beneficial interests or shares in
the Trust, however denominated), and (iii) in conjunction with any amendment
contemplated by the foregoing clause (i) or the foregoing clause (ii) to make
any and all such further changes or modifications to this Declaration as the
Trustees find to be necessary or appropriate, any finding of the Trustees
referred to in the foregoing clause (ii) or clause (iii) to be conclusively
evidenced by the execution of any such amendment by a majority of the Trustees,
but the Trustees shall not be liable for failing so to do.

(b) No amendment which the Trustees have determined would affect the
rights, privileges or interests of holders of a particular series of Shares, but
not the rights, privileges or interests of holders of all series of Shares
generally, and which would otherwise require a Majority Shareholder Vote under
paragraph (a) of this Section 9.3, may be made except with the vote or consent
by a Majority Shareholder Vote of Shareholders of such series.

(d) Notwithstanding any other provision hereof, no amendment may be
made under this Section 9.3 which would change any rights with respect to the
Shares, or any series of Shares, by reducing the amount payable thereon upon
liquidation of the Trust or by diminishing or eliminating any voting rights
pertaining thereto, except with the Majority Shareholder Vote of the Shares or
that series of Shares. Nothing contained in this Declaration shall permit the
amendment of this Declaration to impair the exemption from personal liability of
the Shareholders, Trustees, officers, employees and agents of the Trust or to
permit assessments upon Shareholders.

(e) A certificate signed by a majority of the Trustees setting forth an
amendment and reciting that it was duly adopted by the Shareholders or by the
Trustees as aforesaid, and executed by a majority of the Trustees, shall be
conclusive evidence of such amendment when lodged among the records of the
Trust.

(f) Notwithstanding any other provision hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended, covering
the first public offering of Shares of the Trust shall have become effective,
this Declaration may be amended in any respect by the affirmative vote of a
majority of the Trustees or by an instrument signed by a majority of the
Trustees.

Section 9.4. Merger, Consolidation and Sale of Assets. The Trust may
merge or consolidate with any other corporation, association, trust or other
organization or may sell, lease or exchange all or substantially all of the
Trust Property (or all or substantially all of the Trust Property allocated or
belonging to a particular series of the Trust) including its good will, upon
such terms and conditions and for such consideration when and as authorized at
any meeting of Shareholders called for such purpose by the vote of the holders
of two-thirds of the outstanding Shares of all series of the Trust voting as a
single class, or of the affected series of the Trust, as the case may be, or by
an instrument or instruments in writing without a meeting, consented to by the
vote of the holders of two-thirds of the outstanding Shares of all series of the
Trust voting as a single class, or of the affected series of the Trust, as the
case may be; provided, however, that if such merger, consolidation, sale, lease
or exchange is recommended by the Trustees, the vote or written consent by
Majority Shareholder Vote shall be sufficient authorization; and any such
merger, consolidation, sale, lease or exchange shall be deemed for all purposes
to have been accomplished under and pursuant to the statutes of the Commonwealth
of Massachusetts. Nothing contained herein shall be construed as requiring
approval of Shareholders for any sale of assets in the ordinary course of the
business of the Trust.

Section 9.5. Incorporation, Reorganization. With the approval of the
holders of a majority of the Shares outstanding and entitled to vote, the
Trustees may cause to be organized or assist in organizing a corporation or
corporations under the laws of any jurisdiction, or any other trust, unit
investment trust, partnership, association or other organization to take over
all of the Trust Property or to carry on any business in which the Trust shall
directly or indirectly have any interest, and to sell, convey and transfer the
Trust Property to any such corporation, trust, partnership, association or
organization in exchange for the shares or securities thereof or otherwise, and
to lend money to, subscribe for the shares or securities of, and enter into any
contracts with any such corporation, trust, partnership, association or
organization in which the Trust holds or is about to acquire shares or any other
interest. Subject to Section 9.4 hereof, the Trustees may also cause a merger or
consolidation between the Trust or any successor thereto and any such
corporation, trust, partnership, association or other organization if and to the
extent permitted by law. Nothing contained in this Section 9.5 shall be
construed as requiring approval of Shareholders for the Trustees to organize or
assist in organizing one or more corporations, trusts, partnerships,
associations or other organizations and selling, conveying or transferring a
portion of the Trust Property to such organization or entities.

Section 9.6. Incorporation or Reorganization of Series. With the
approval of a Majority Shareholder Vote of any series, the Trustees may sell,
lease or exchange all of the Trust Property allocated or belonging to that
series, or cause to be organized or assist in organizing a corporation or
corporations under the laws of any other jurisdiction, or any other trust, unit
investment trust, partnership, association or other organization, to take over
all of the Trust Property allocated or belonging to that series and to sell,
convey and transfer such Trust Property to any such corporation, trust, unit
investment trust, partnership, association, or other organization in exchange
for the shares or securities thereof or otherwise.

ARTICLE X

REPORTS TO SHAREHOLDERS AND SHAREHOLDER COMMUNICATIONS

The Trustees shall at least semi-annually submit to the Shareholders a
written financial report of the transactions of the Trust, including financial
statements which shall at least annually be certified by independent public
accountants.

ARTICLE XI

MISCELLANEOUS

Section 11.1. Filing. This Declaration and any amendment hereto shall
be filed in the office of the Secretary of the Commonwealth of Massachusetts and
in such other place or places as may be required under the laws of the
Commonwealth of Massachusetts and may also be filed or recorded in such other
places as the Trustees deem appropriate. Each amendment so filed shall state or
be accompanied by a certificate signed and acknowledged by a Trustee stating
that such action was duly taken in the manner provided herein, and unless such
amendment or such certificate sets forth some later time for the effectiveness
of such amendment, such amendment shall be effective upon its filing. A restated
Declaration, integrating into a single instrument all of the provisions of the
Declaration which are then in effect and operative, may be executed from time to
time by a majority of the Trustees and shall, upon filing with the Secretary of
the Commonwealth of Massachusetts, be conclusive evidence of all amendments
contained therein and may thereafter be referred to in lieu of this original
Declaration and the various amendments thereto.

Section 11.2. Governing Law. This Declaration is executed by the
Trustees and delivered in the Commonwealth of Massachusetts and with reference
to the laws thereof, and the rights of all parties and the validity and
construction of every provision hereof shall be subject to and construed
according to the laws of said Commonwealth.

Section 11.3. Counterparts. This Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts, together, shall constitute one and the same
instrument, which shall be sufficiently evidenced by any such original
counterpart.

Section 11.4. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust, is a Trustee hereunder
certifying to: (i) the number or identity of Trustees or Shareholders, (ii) the
due authorization of the execution of any instrument or writing, (iii) the form
of any vote passed at a meeting of Trustees or Shareholders, (iv) the fact that
the number of Trustees or Shareholders present at any meeting or executing any
written instrument satisfies the requirements of this Declaration, (v) the form
of any By-Laws adopted by or the identity of any officers elected by the
Trustees, or (vi) the existence of any fact or facts which in any manner relates
to the affairs of the Trust, shall be conclusive evidence as to the matters so
certified in favor of any Person dealing with the Trustees and their successors.

Section 11.5. Provisions in Conflict with Law or Regulations. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of counsel, that any such provision is in conflict
with the 1940 Act, the regulated investment company provisions of the Internal
Revenue Code of l986, as amended, or with other applicable laws and regulations,
the conflicting provision shall be deemed never to have constituted a part of
this Declaration; provided however, that such determination shall not affect any
of the remaining provisions of this Declaration or render invalid or improper
any action taken or omitted prior to such determination.

Section 11.6. Principal Office. The principal office of the Trust is 6
St. James Avenue, 9th Floor, Boston, Massachusetts, 02116.

(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of the
Declaration in any jurisdiction.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of this
29th day of March, 1990.

/s/CYNTHIA J. COLITTI
Cynthia J. Colitti
as Trustee
and not individually

6 St. James Avenue
Boston, Massachusetts

/s/PHILIP W. COOLIDGE
Philip W. Coolidge
as Trustee
and not individually

6 St. James Avenue
Boston, Massachusetts

/s/THOMAS M. LENZ
Thomas M. Lenz
as Trustee
and not individually

6 St. James Avenue
Boston, Massachusetts
<PAGE>

COMMONWEALTH OF MASSACHUSETTS

SUFFOLK, SS.

March 29, 1990

Then personally appeared the above-named Cynthia J. Colitti, Philip W.
Coolidge and Thomas M. Lenz, who severally acknowledged the foregoing instrument
to be their free act and deed.

Before me,

/s/STEPHANIE KENT
Notary Public

My commission expires: February 7, 1997

<PAGE>

BTDECTR Appendix I

BT INSTITUTIONAL FUNDS

Establishment and
Designation of Series of Shares of
Beneficial Interest (par value $0.001 per share)

Pursuant to Section 6.9 of the Amended and Restated Declaration of
Trust, dated as of March 29, 1990 (the "Declaration of Trust"), of the BT
Institutional Funds (the "Trust"), the Trustees of the Trust hereby establish
and designate four series of Shares (as defined in the Declaration of Trust)
(the "Funds") to have the following special and relative rights:

1. The Fund shall be designated as follows:

Institutional Cash Management Fund
Institutional Treasury Money Fund
Institutional Tax Free Money Fund
Institutional NY Tax Free Money Fund

2. The Fund shall be authorized to hold cash, invest in securities,
instruments and other properties and use investment techniques as from time to
time described in the Trust's then currently effective registration statement
under the Securities Act of 1933 to the extent pertaining to the offering of
Shares of such Fund. Each Share of the Fund shall be redeemable, shall be
entitled to one vote (or fraction thereof in respect of a fractional share) on
matters on which Shares of the Fund shall be entitled to vote, shall represent a
pro rata beneficial interest in the assets allocated or belonging to the Fund,
and shall be entitled to receive its pro rata share of the net assets of the
Fund upon liquidation of the Fund, all as provided in Section 6.9 of the
Declaration of Trust. The proceeds of sales of Shares of the Fund, together with
any income and gain thereon, less any diminution or expenses thereof, shall
irrevocably belong to the Fund, unless otherwise required by law.

3. Shareholders of the Fund shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed to have been
effectively acted upon with respect to such Fund as provided in, Rule 18f-2, as
from time to time in effect, under the Investment Company Act of 1940, as
amended, or any successor rule, and by the Declaration of Trust.

4. The assets and liabilities of the Trust shall be allocated among the
Fund as set forth in Section 6.9 of the Declaration of Trust.

5. Subject to the provisions of Section 6.9 and Article IX of the
Declaration of Trust, the Trustees (including any successor Trustees) shall have
the right at any time and from time to time to reallocate assets and expenses,
to change the designation of any Fund created previously or now or hereafter
created, or to otherwise change the special and relative rights of any Fund.

IN WITNESS WHEREOF, the undersigned have signed this instrument as of
April 8, 1993. This instrument may be executed by the Trustees on separate
counterparts but shall be effective only when signed by a majority of the
Trustees.

/s/PHILIP W. COOLIDGE
Philip W. Coolidge
as Trustee
and not individually

/s/BRUCE E. LANGTON
Bruce E. Langton
as Trustee
and not individually

/s/RICHARD J. HERRING
Richard J. Herring
as Trustee
and not individually

BTDECTR
<PAGE>

BT0097 Appendix I

BT INSTITUTIONAL FUNDS

First Amended and Restated Establishment and
Designation of Series of Shares of
Beneficial Interest (par value $0.001 per share)
as of March 11, 1992

Pursuant to Section 6.9 of the Amended and Restated Declaration of
Trust, dated as of March 29, 1990 (the "Declaration of Trust"), of the BT
Institutional Funds (the "Trust"), the Trustees of the Trust hereby amend and
restate the Establishment and Designation of Series appended to the Declaration
of Trust and establish and designate two additional series of Shares (as defined
in the Declaration of Trust), such additional series of Shares together with the
four existing series of Shares totalling six series of Shares (each a "Fund" and
collectively the "Funds").

1. The Funds shall be designated as follows:

Institutional Cash Management Fund
Institutional Treasury Money Fund
Institutional Tax Free Money Fund
Institutional NY Tax Free Money Fund
Institutional Large Capitalization Equity Index Fund
Institutional 100% Treasury Fund

and shall have the following special and relative rights:

2. Each Fund shall be authorized to hold cash, invest in securities,
instruments and other properties and use investment techniques as from time to
time described in the Trust's then currently effective registration statement
under the Securities Act of 1933 to the extent pertaining to the offering of
Shares of such Fund. Each Share of a Fund shall be redeemable, shall be entitled
to one vote (or fraction thereof in respect of a fractional share) on matters on
which Shares of the Fund shall be entitled to vote, shall represent a pro rata
beneficial interest in the assets allocated or belonging to the Fund, and shall
be entitled to receive its pro rata share of the net assets of the Fund upon
liquidation of the Fund, all as provided in Section 6.9 of the Declaration of
Trust. The proceeds of sales of Shares of a Fund, together with any income and
gain thereon, less any diminution or expenses thereof, shall irrevocably belong
to that Fund, unless otherwise required by law.

3. Shareholders of each Fund shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed to have been
effectively acted upon with respect to such Fund as provided in, Rule 18f-2, as
from time to time in effect, under the Investment Company Act of 1940, as
amended, or any successor rule, and by the Declaration of Trust.

4. The assets and liabilities of the Trust shall be allocated among the
Funds as set forth in Section 6.9 of the Declaration of Trust.

IN WITNESS WHEREOF, the undersigned have executed this instrument as on
the 8th day of April, 1992.

/s/PHILIP W. COOLIDGE
Philip W. Coolidge
as Trustee
and not individually

/s/BRUCE E. LANGTON
Bruce E. Langton
as Trustee
and not individually

/s/RICHARD J. HERRING
Richard J. Herring
as Trustee
and not individually

BT0097
<PAGE>

BT0097 Appendix I

BT INSTITUTIONAL FUNDS

Second Amended and Restated Establishment and
Designation of Series of Shares of
Beneficial Interest (par value $0.001 per share)
as of June 23, 1992

Pursuant to Sections 6.9 and 9.3 of the Amended and Restated
Declaration of Trust, dated as of March 29, 1990 (the "Declaration of Trust"),
of the BT Institutional Funds (the "Trust"), the Trustees of the Trust hereby
amend and restate the Establishment and Designation of Series appended to the
Declaration of Trust to change the names of the Institutional Large
Capitalization Equity Index Fund and the Institutional 100% Treasury Fund to the
"Equity 500 Index Fund" and the "100% Treasury Fund", respectively, and to
establish and to designate one additional series of Shares (as defined in the
Declaration of Trust), such additional series of Shares together with the six
existing series of Shares totalling seven series of Shares (each a "Fund" and
collectively the "Funds").

1. The Funds shall be designated as follows:

Institutional Cash Management Fund
Institutional Treasury Money Fund
Institutional Tax Free Money Fund
Institutional NY Tax Free Money Fund
Equity 500 Index Fund
100% Treasury Fund

4. The assets and liabilities of the Trust shall be allocated among the
Funds as set forth in Section 6.9 of the Declaration of Trust.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the 23rd day of June, 1992.

/s/PHILIP W. COOLIDGE
Philip W. Coolidge
as Trustee
and not individually

/s/BRUCE E. LANGTON
Bruce E. Langton
as Trustee
and not individually

/s/RICHARD J. HERRING
Richard J. Herring
as Trustee
and not individually

BT0097
<PAGE>

BT0220 Appendix I

BT INSTITUTIONAL FUNDS

Third Amended and Restated Establishment and
Designation of Series of Shares of
Beneficial Interest (par value $0.001 per share)
as of January 25, 1993

Pursuant to Sections 6.9 and 9.3 of the Amended and Restated
Declaration of Trust, dated as of March 29, 1990 (the "Declaration of Trust"),
of the BT Institutional Funds (the "Trust"), the Trustees of the Trust hereby
amend and restate the Establishment and Designation of Series appended to the
Declaration of Trust to establish and to designate one additional series of
Shares (as defined in the Declaration of Trust), such additional series of
Shares together with the seven existing series of Shares totalling eight series
of Shares (each a "Fund" and collectively the "Funds").

1. The Funds shall be designated as follows:

Institutional Cash Management Fund
Institutional Treasury Money Fund
Institutional Tax Free Money Fund
Institutional NY Tax Free Money Fund
Equity 500 Index Fund
100% Treasury Fund
Short/Intermediate U.S. Government Securities Fund
BT Institutional Capital Appreciation Fund

4. The assets and liabilities of the Trust shall be allocated among the
Funds as set forth in Section 6.9 of the Declaration of Trust.

IN WITNESS WHEREOF, the undersigned have signed this instrument as of
January 25, 1993. This instrument may be executed by the Trustees on separate
counterparts but shall be effective only when signed by a majority of the
Trustees.

/s/PHILIP W. COOLIDGE
Philip W. Coolidge
as Trustee
and not individually

/s/BRUCE E. LANGTON
Bruce E. Langton
as Trustee
and not individually

/s/RICHARD J. HERRING
Richard J. Herring
as Trustee
and not individually

BT0220
<PAGE>

BTDECTR Appendix I

BT INSTITUTIONAL FUNDS

Fourth Amended and Restated Establishment and
Designation of Series of Shares of
Beneficial Interest (par value $0.001 per share)
as of April 8, 1993

Pursuant to Sections 6.9 and 9.3 of the Amended and Restated
Declaration of Trust, dated as of March 29, 1990 (the "Declaration of Trust"),
of the BT Institutional Funds (the "Trust"), the Trustees of the Trust hereby
amend and restate the Establishment and Designation of Series appended to the
Declaration of Trust to establish and to designate one additional series of
Shares (as defined in the Declaration of Trust), such additional series of
Shares together with the eight existing series of Shares totalling nine series
of Shares (each a "Fund" and collectively the "Funds").

1. The Funds shall be designated as follows:

4. The assets and liabilities of the Trust shall be allocated among the
Funds as set forth in Section 6.9 of the Declaration of Trust.

/s/PHILIP W. COOLIDGE
Philip W. Coolidge
as Trustee
and not individually

/s/BRUCE E. LANGTON
Bruce E. Langton
as Trustee
and not individually

/s/RICHARD J. HERRING
Richard J. Herring
as Trustee
and not individually

BTDECTR

BTDECTR Appendix I

BT INSTITUTIONAL FUNDS

Fifth Amended and Restated Establishment and
Designation of Series of Shares of
Beneficial Interest (par value $0.001 per share)
as of April 27, 1993

Pursuant to Sections 6.9 and 9.3 of the Amended and Restated
Declaration of Trust, dated as of March 29, 1990 (the "Declaration of Trust"),
of the BT Institutional Funds (the "Trust"), the Trustees of the Trust hereby
amend and restate the Establishment and Designation of Series appended to the
Declaration of Trust to establish and to designate one additional series of
Shares (as defined in the Declaration of Trust), such additional series of
Shares together with the nine existing series of Shares totalling ten series of
Shares (each a "Fund" and collectively the "Funds").

1. The Funds shall be designated as follows:

4. The assets and liabilities of the Trust shall be allocated among the
Funds as set forth in Section 6.9 of the Declaration of Trust.

IN WITNESS WHEREOF, the undersigned have signed this instrument as of
May 27, 1993. This instrument may be executed by the Trustees on separate
counterparts but shall be effective only when signed by a majority of the
Trustees.

/s/PHILIP W. COOLIDGE
Philip W. Coolidge
as Trustee
and not individually

/s/BRUCE E. LANGTON
Bruce E. Langton
as Trustee
and not individually

/s/RICHARD J. HERRING
Richard J. Herring
as Trustee
and not individually

BTDECTR

BTDECTR Appendix I

BT INSTITUTIONAL FUNDS

Sixth Amended and Restated Establishment and
Designation of Series of Shares of
Beneficial Interest (par value $0.001 per share)
as of July 26, 1993

Pursuant to Sections 6.9 and 9.3 of the Amended and Restated
Declaration of Trust, dated as of March 29, 1990 (the "Declaration of Trust"),
of the BT Institutional Funds (the "Trust"), the Trustees of the Trust hereby
amend and restate the Establishment and Designation of Series appended to the
Declaration of Trust to change the name of the Mortgage-Backed Fund to the
"Mortgage-Backed Securities Fund", one series of Shares (as defined in the
Declaration of Trust) of the ten series of Shares (each a "Fund" and
collectively the "Funds") of the Trust.

1. The Funds shall be designated as follows:

and shall have the following special and relative rights:

4. The assets and liabilities of the Trust shall be allocated among the
Funds as set forth in Section 6.9 of the Declaration of Trust.

IN WITNESS WHEREOF, the undersigned have signed this instrument as of
July 26, 1993. This instrument may be executed by the Trustees on separate
counterparts but shall be effective only when signed by a majority of the
Trustees.

/s/PHILIP W. COOLIDGE
Philip W. Coolidge
as Trustee
and not individually

/s/BRUCE E. LANGTON
Bruce E. Langton
as Trustee
and not individually

/s/RICHARD J. HERRING
Richard J. Herring
as Trustee
and not individually

BTDECTR

BTDECTR Appendix I

BT INSTITUTIONAL FUNDS

Seventh Amended and Restated Establishment and
Designation of Series of Shares of
Beneficial Interest (par value $0.001 per share)
as of November 18, 1993

Pursuant to Sections 6.9 and 9.3 of the Amended and Restated
Declaration of Trust, dated as of March 29, 1990 (the "Declaration of Trust"),
of the BT Institutional Funds (the "Trust"), the Trustees of the Trust hereby
amend and restate the Establishment and Designation of Series appended to the
Declaration of Trust to establish and to designate one additional series of
Shares (as defined in the Declaration of Trust), such additional series of
Shares together with the ten existing series of Shares totalling eleven series
of Shares (each a "Fund" and collectively the "Funds").

1. The Funds shall be designated as follows:

4. The assets and liabilities of the Trust shall be allocated among the
Funds as set forth in Section 6.9 of the Declaration of Trust.

IN WITNESS WHEREOF, the undersigned have signed this instrument as of
January 24, 1994. This instrument may be executed by the Trustees on separate
counterparts but shall be effective only when signed by a majority of the
Trustees.

/s/PHILIP W. COOLIDGE
Philip W. Coolidge
as Trustee
and not individually

/s/BRUCE E. LANGTON
Bruce E. Langton
as Trustee
and not individually

/s/RICHARD J. HERRING
Richard J. Herring
as Trustee
and not individually

BTDECTR

BTDECTR Appendix I

BT INSTITUTIONAL FUNDS

Eighth Amended and Restated Establishment and
Designation of Series of Shares of
Beneficial Interest (par value $0.001 per share)
as of January 6, 1994

Pursuant to Sections 6.9 and 9.3 of the Amended and Restated
Declaration of Trust, dated as of March 29, 1990 (the "Declaration of Trust"),
of the BT Institutional Funds (the "Trust"), the Trustees of the Trust hereby
amend and restate the Establishment and Designation of Series appended to the
Declaration of Trust to change the name of the Institutional Liquid Assets Fund
to "Institutional Cash Reserves", one series of Shares (as defined in the
Declaration of Trust) of the eleven series of Shares (each a "Fund" and
collectively the "Funds") of the Trust.

1. The Funds shall be designated as follows:

and shall have the following special and relative rights:

4. The assets and liabilities of the Trust shall be allocated among the
Funds as set forth in Section 6.9 of the Declaration of Trust.

/s/PHILIP W. COOLIDGE
Philip W. Coolidge
as Trustee
and not individually

/s/BRUCE E. LANGTON
Bruce E. Langton
as Trustee
and not individually

/s/RICHARD J. HERRING
Richard J. Herring
as Trustee
and not individually

BTDECTR

BTDECTR Appendix I

BT INSTITUTIONAL FUNDS

Ninth Amended and Restated Establishment and
Designation of Series of Shares of
Beneficial Interest (par value $0.001 per share)
as of February 8, 1995

Pursuant to Sections 6.9 and 9.3 of the Amended and Restated
Declaration of Trust, dated as of March 29, 1990 (the "Declaration of Trust"),
of the BT Institutional Funds (the "Trust"), the Trustees of the Trust hereby
terminate Short Term Securities Fund and Mortgage-Backed Sercurities Fund and
amend and restate the Establishment and Designation of Series appended to the
Declaration of Trust to remove the names of such funds, and reduce the number of
series of Shares (as defined in the Declaration of Trust) to nine series of
Shares (each a "Fund" and collectively the "Funds") of the Trust.

1. The Funds shall be designated as follows:

and shall have the following special and relative rights:

4. The assets and liabilities of the Trust shall be allocated among the
Funds as set forth in Section 6.9 of the Declaration of Trust.

IN WITNESS WHEREOF, the undersigned have signed this instrument as of
February 8, 1995. This instrument may be executed by the Trustees on separate
counterparts but shall be effective only when signed by a majority of the
Trustees.

/s/PHILIP W. COOLIDGE
Philip W. Coolidge
as Trustee
and not individually

/s/BRUCE E. LANGTON
Bruce E. Langton
as Trustee
and not individually

/s/RICHARD J. HERRING
Richard J. Herring
as Trustee
and not individually

BTDECTR

BTDECTR Appendix I

BT INSTITUTIONAL FUNDS

Tenth Amended and Restated Establishment and
Designation of Series of Shares of
Beneficial Interest (par value $0.001 per share)
as of May 3, 1995

Pursuant to Sections 6.9 and 9.3 of the Amended and Restated
Declaration of Trust, dated as of March 29, 1990 (the "Declaration of Trust"),
of the BT Institutional Funds (the "Trust"), the Trustees of the Trust hereby
amend and restate the Establishment and Designation of Series appended to the
Declaration of Trust to establish and to designate one additional series of
Shares (as defined in the Declaration of Trust), such additional series of
Shares together with the nine existing series of Shares totalling ten series of
Shares (each a "Fund" and collectively the "Funds").

1. The Funds shall be designated as follows:

and shall have the following special and relative rights:

4. The assets and liabilities of the Trust shall be allocated among the
Funds as set forth in Section 6.9 of the Declaration of Trust.

IN WITNESS WHEREOF, the undersigned have signed this instrument as of
May 3, 1995. This instrument may be executed by the Trustees on separate
counterparts but shall be effective only when signed by a majority of the
Trustees.

/s/PHILIP W. COOLIDGE
Philip W. Coolidge
as Trustee
and not individually

/s/BRUCE E. LANGTON
Bruce E. Langton
as Trustee
and not individually

/s/RICHARD J. HERRING
Richard J. Herring
as Trustee
and not individually

BTDECTR

BT0172

BY-LAWS

BT INSTITUTIONAL FUNDS

ARTICLE I

DEFINITIONS

The terms "Commission", "Declaration", "Distributor", "Investment
Adviser", "Majority Shareholder Vote", "1940 Act", "Shareholder", "Shares",
"Transfer Agent", "Trust", "Trust Property" and "Trustees" have the respective
meanings given them in the Declaration of Trust of BT Institutional Funds dated
as of March 29, 1990

ARTICLE II

OFFICES

Section 1. Principal Office. Until changed by the Trustees, the
principal office of the Trust in the Commonwealth of Massachusetts shall be in
the City of Boston, County of Suffolk.

Section 2. Other Offices. The Trust may have offices in such other
places without as well as within the Commonwealth as the Trustees may from time
to time determine.

ARTICLE III

SHAREHOLDERS

Section 1. Meetings. A meeting of Shareholders may be called at any
time by a majority of the Trustees and shall be called by any Trustee upon
written request, which shall specify the purpose or purposes for which such
meeting is to be called, of Shareholders holding in the aggregate not less than
10% of the outstanding Shares entitled to vote on the matters specified in such
written request. Any such meeting shall be held within or without the
Commonwealth of Massachusetts on such day and at such time as the Trustees shall
designate. The holders of a majority of outstanding Shares entitled to vote
present in person or by proxy shall constitute a quorum at any meeting of the
Shareholders. In the absence of a quorum, a majority of outstanding Shares
entitled to vote present in person or by proxy may adjourn the meeting from time
to time until a quorum shall be present.

Whenever a matter is required to be voted by Shareholders of the Trust
in the aggregate under Section 6.8 and Section 6.9 and Section 6.9(g) of the
Declaration, the Trust may either hold a meeting of Shareholders of all series,
as defined in Section 6.9 of the Declaration, to vote on such matter, or hold
separate meetings of shareholders of each of the individual series to vote on
such matter, provided that (i) such separate meetings shall be held within one
year of each other, (ii) a quorum consisting of the holders of the majority of
outstanding Shares of the individual series entitled to vote present in person
or by proxy shall be present at each such separate meeting and (iii) a quorum
consisting of the holders of a majority of all Shares of the Trust entitled to
vote present in person or by proxy shall be present in the aggregate at such
separate meetings, and the votes of Shareholders at all such separate meetings
shall be aggregated in order to determine if sufficient votes have been cast for
such matter to be voted.

Section 2. Notice of Meetings Notice of all meetings of Shareholders,
stating the time, place and purposes of the meeting, shall be given by the
Trustees by mail to each Shareholder entitled to vote at such meeting at his
address as recorded on the register of the Trust, mailed at least 10 days and
not more than 60 days before the meeting. Only the business stated in the notice
of the meeting shall be considered at such meeting. Any adjourned meeting may be
held as adjourned without further notice. No notice need be given to any
Shareholder who shall have failed to inform the Trust of his current address or
if a written waiver of notice, executed before or after the meeting by the
Shareholder or his attorney thereunto authorized, is filed with the records of
the meeting.

Where separate meetings are held for Shareholders of each of the
individual series to vote on a matter required to be voted on by Shareholders of
the Trust in the aggregate, as provided in Article III, Section 1 above, notice
of each such separate meeting shall be provided in the manner described above in
this Section 2.

Section 3. Record Date. For the purpose of determining the Shareholders
who are entitled to notice of and to vote at any meeting, or to participate in
any distribution, or for the purpose of any other action, the Trustees may from
time to time close the transfer books for such period, not exceeding 30 days, as
the Trustees may determine; or without closing the transfer books the Trustees
may fix a date not more than 60 days prior to the date of any meeting of
Shareholders or distribution or other action as a record date for the
determination of the persons to be treated as Shareholders of record for such
purpose.

Where separate meetings are held for Shareholders of each of the
individual series to vote on a matter required to be voted on by Shareholders of
the Trust in the aggregate, as provided in Article III, Section 1 above, the
record date of each such separate meeting shall be determined in the manner
described above in this Section 3.

Section 4. Proxies. At any meeting of Shareholders, any holder of
Shares entitled to vote thereat may vote by proxy, provided that no proxy shall
be voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct, for verification prior to the time at which such vote shall be taken.
Pursuant to a vote of a majority of the Trustees, proxies may be solicited in
the name of the Trust or one or more Trustees or officers of the Trust. Only
Shareholders of record shall be entitled to vote. Each full Share shall be
entitled to one vote and fractional Shares shall be entitled to a vote of such
fraction. When any Share is held jointly by several persons, any one of them may
vote at any meeting in person or by proxy in respect of such Share, but if more
than one of them shall be present at such meeting in person or by proxy, and
such joint owners or their proxies so present disagree as to any vote to be
cast, such vote shall not be received in respect of such Share. A proxy
purporting to be executed by or on behalf of a Shareholder shall be deemed valid
unless challenged at or prior to its exercise, and the burden of proving
invalidity shall rest on the challenger. If the holder of any such Share is a
minor or a person of unsound mind, and subject to guardianship or to the legal
control of any other person as regards the charge or management of such Share,
such Share may be voted by such guardian or such other person appointed or
having such control, and such vote may be given in person or by proxy.

Section 5. Inspection of Records. The records of the Trust shall be
open to inspection by Shareholders to the same extent as is permitted
shareholders of a Massachusetts business corporation.

Section 6. Action without Meeting. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Shareholders
entitled to vote on the matter (or such larger proportion thereof as shall be
required by law, the Declaration or these By-Laws for approval of such matter)
consent to the action in writing and the written consents are filed with the
records of the meetings of Shareholders. Such consent shall be treated for all
purposes as a vote taken at a meeting of Shareholders.

ARTICLE IV

TRUSTEES

Section 1. Meetings of the Trustees. The Trustees may in their
discretion provide for regular or stated meetings of the Trustees. Notice of
regular or stated meetings need not be given. Meetings of the Trustees other
than regular or stated meetings shall be held whenever called by the Chairman or
by any Trustee. Notice of the time and place of each meeting other than regular
or stated meetings shall be given by the Secretary or an Assistant Secretary or
by the officer or Trustee calling the meeting and shall be mailed to each
Trustee at least two days before the meeting, or shall be telegraphed, cabled,
or wirelessed to each Trustee at his business address, or personally delivered
to him at least one day before the meeting. Notice of a meeting need not be
given to any Trustee if a written waiver of notice, executed by him before or
after the meeting, is filed with the records of the meeting, or to any Trustee
who attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him. A notice or waiver of notice need not specify the
purpose of any meeting. The Trustees may meet by means of a telephone conference
circuit or similar communications equipment by means of which all persons
participating in the meeting can hear each other, which telephone conference
meeting shall be deemed to have been held at a place designated by the Trustees
at the meeting. Participation in a telephone conference meeting shall constitute
presence in person at such meeting. Any action required or permitted to be taken
at any meeting of the Trustees may be taken by the Trustees without a meeting if
all the Trustees consent to the action in writing and the written consents are
filed with the records of the Trustees' meetings. Such consents shall be treated
as a vote for all purposes.

Section 2. Quorum and Manner of Acting. A majority of the Trustees
present in person at any regular or special meeting of the Trustees shall
constitute a quorum for the transaction of business at such meeting and (except
as otherwise required by law, the Declaration or these By-Laws) the act of a
majority of the Trustees present at any such meeting, at which a quorum is
present, shall be the act of the Trustees. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.

ARTICLE V

COMMITTEES AND ADVISORY BOARD

Section 1. Executive and Other Committees. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three Trustees to hold office at the
pleasure of the Trustees. While the Trustees are not in session, the Executive
Committee shall have the power to conduct the current and ordinary business of
the Trust, including the purchase and sale of securities and the designation of
securities to be delivered upon redemption of Shares of the Trust, and such
other powers of the Trustees as the Trustees may, from time to time, delegate to
the Executive Committee except those powers which by law, the Declaration or
these By-Laws the Trustees are prohibited from so delegating. The Trustees may
also elect from their own number other Committees from time to time, the number
composing such Committees, the powers conferred upon the same (subject to the
same limitations as with respect to the Executive Committee) and the term of
membership on such Committees to be determined by the Trustees. The Trustees may
designate a chairman of any such Committee. In the absence of such designation a
Committee may elect its own chairman.

Section 2. Meeting, Quorum and Manner of Acting. The Trustees may (i)
provide for stated meetings of any Committee, (ii) specify the manner of calling
and notice required for special meetings of any Committee, (iii) specify the
number of members of a Committee required to constitute a quorum and the number
of members of a Committee required to exercise specified powers delegated to
such Committee, (iv) authorize the making of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meeting, and (v) authorize the members of a Committee to meet by means
of a telephone conference circuit.

Each Committee shall keep regular minutes of its meetings and records
of decisions taken without a meeting and cause them to be recorded in a book
designated for that purpose and kept in the office of the Trust.

Section 3. Advisory Board. The Trustees may appoint an Advisory Board
to consist in the first instance of not less than three members. Members of such
Advisory Board shall not be Trustees or officers and need not be Shareholders. A
member of such Advisory Board shall hold office for such period as the Trustees
may by vote provide and may resign therefrom by a written instrument signed by
him which shall take effect upon its delivery to the Trustees. The Advisory
Board shall have no legal powers and shall not perform the functions of Trustees
in any manner, such Advisory Board being intended merely to act in an advisory
capacity. Such Advisory Board shall meet at such times and upon such notice as
the Trustees may by vote provide.

Section 4. Chairman. The Trustees may, by a majority vote of all the
Trustees, elect from their own number a Chairman, to hold office until his
successor shall have been duly elected and qualified. The Chairman shall not
hold any other office. The Chairman may be, but need not be, a Shareholder. The
Chairman shall preside at all meetings of the Trustees and shall have such other
duties as from time to time may be assigned to him by the Trustees.

ARTICLE VI

OFFICERS

Section 1. General Provisions. The officers of the Trust shall be a
President, a Treasurer and a Secretary, each of whom shall be elected by the
Trustees. The Trustees may elect or appoint such other officers or agents as the
business of the Trust may require, including one or more Vice Presidents, one or
more Assistant Treasurers, and one or more Assistant Secretaries. The Trustees
may delegate to any officer or committee the power to appoint any subordinate
officers or agents.

Section 2. Term of Office and Qualifications. Except as otherwise
provided by law, the Declaration or these By-Laws, the President, the Treasurer
and the Secretary shall hold office until his respective successor shall have
been duly elected and qualified, and all other officers shall hold office at the
pleasure of the Trustees. The Secretary and Treasurer may be the same person. A
Vice President and the Treasurer or a Vice President and the Secretary may be
the same person, but the offices of Vice President, Secretary and Treasurer
shall not be held by the same person. The President shall not hold any other
office. Except as above provided, any two offices may be held by the same
person. Any officer may be, but does not need be, a Trustee or Shareholder.

Section 3. Removal. The Trustees, at any regular or special meeting of
the Trustees, may remove any officer with or without cause by a vote of a
majority of the Trustees. Any officer or agent appointed by any officer or
committee may be removed with or without cause by such appointing officer or
committee.

Section 4. Powers and Duties of the President. The President, unless
the Chairman, if any, is so appointed by the Trustees, shall be the principal
executive officer of the Trust. Subject to the control of the Trustees and any
committee of the Trustees, the President shall at all times exercise a general
supervision and direction over the affairs of the Trust. The President shall
have the power to employ attorneys and counsel for the Trust and to employ such
subordinate officers, agents, clerks and employees as he may find necessary to
transact the business of the Trust. The President shall also have the power to
grant, issue, execute or sign such powers of attorney, proxies or other
documents as may be deemed advisable or necessary in the furtherance of the
interests of the Trust. The President shall have such other powers and duties
as, from time to time, may be conferred upon or assigned to him by the Trustees.

Section 5. Powers and Duties of Vice Presidents. In the absence or
disability of the President, the Vice President or, if there are more than one
Vice President, any Vice President designated by the Trustees shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees or the President.

Section 6. Powers and Duties of the Treasurer. The Treasurer shall be
the principal financial and accounting officer of the Trust. The Treasurer shall
deliver all funds of the Trust which may come into his hands to such custodian
as the Trustees may employ pursuant to Article X hereof. The Treasurer shall
render a statement of condition of the finances of the Trust to the Trustees as
often as they shall require the same and shall in general perform all the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him by the Trustees. The Treasurer shall give a bond for the
faithful discharge of his duties, if required to do so by the Trustees, in such
sum and with such surety or sureties as the Trustees shall require.

Section 7. Powers and Duties of the Secretary. The Secretary shall keep
the minutes of all meetings of the Shareholders in proper books provided for
that purpose; shall keep the minutes of all meetings of the Trustees; shall have
custody of the seal of the Trust; and shall have charge of the Share transfer
books, lists and records unless the same are in the charge of the Transfer
Agent. The Secretary shall attend to the giving and serving of all notices by
the Trust in accordance with the provisions of these By-Laws and as required by
law; and subject to these By-Laws, shall in general perform all the duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the Trustees.

Section 8. Powers and Duties of Assistant Treasurers. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Treasurer. Each Assistant Treasurer shall perform such other duties as from time
to time may be assigned to him by the Trustees. Each Assistant Treasurer shall
give a bond for the faithful discharge of his duties, if required to do so by
the Trustees, in such sum and with such surety or sureties as the Trustees shall
require.

Section 9. Powers and Duties of Assistant Secretaries. In the absence
or disability of the Secretary, any Assistant Secretary designated by the
Trustees shall perform all of the duties, and may exercise any of the powers, of
the Secretary. Each Assistant Secretary shall perform such other duties as from
time to time may be assigned to him by the Trustees.

Section 10. Compensation of Officers and Trustees and Members of the
Advisory Board. Subject to any applicable law or provision of the Declaration,
the compensation of the officers and Trustees and members of the Advisory Board
shall be fixed from time to time by the Trustees or, in the case of officers, by
any committee of officers upon whom such power may be conferred by the Trustees.
No officer shall be prevented from receiving such compensation as such officer
by reason of the fact that he is also a Trustee.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Trust shall begin on the first day of January in
each year and shall end on the last day of December in that year, provided,
however, that the Trustees may from time to time change the fiscal year.

ARTICLE VIII

SEAL

The Trustees may adopt a seal which shall be in such form and shall
have such inscription thereon as the Trustees may from time to time prescribe.

ARTICLE IX

WAIVERS OF NOTICE

Whenever any notice is required to be given by law, the Declaration or
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. A notice shall be deemed to have been telegraphed,
cabled or wirelessed for the purposes of these By-Laws when it has been
delivered to a representative of any telegraph, cable or wireless company with
instruction that it be telegraphed, cabled or wirelessed. Any notice shall be
deemed to be given at the time when the same shall be mailed, telegraphed,
cabled or wirelessed.

ARTICLE X

CUSTODIAN

Section 1. Appointment and Duties. The Trustees shall at all times
employ a bank or trust company having a capital, surplus and undivided profits
of at least $5,000,000 as custodian with authority as its agent, but subject to
such restrictions, limitations and other requirements, if any, as may be
contained in the Declaration, these By-Laws and the 1940 Act:

(i) to hold the securities owned by the Trust and deliver the same
upon written order;

(ii) to receive and receipt for any monies due to the Trust and
deposit the same in its own banking department or elsewhere as the
Trustees may direct;

(iii) to disburse such funds upon orders or vouchers;

(iv) if authorized by the Trustees, to keep the books and accounts of
the Trust and furnish clerical and accounting services; and

(v) if authorized by the Trustees, to compute the net income of the
Trust and the net asset value of Shares;

all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian.

The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions as may be agreed upon between the
custodian and such sub-custodian and approved by the Trustees. Subject to the
approval of the Trustees, the custodian may enter into arrangements with
securities depositories. All such custodial, sub-custodial and depository
arrangements shall be subject to, and comply with, the provisions of the 1940
Act and the rules and regulations promulgated thereunder.

Section 2. Central Certificate System. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees may direct the
custodian to deposit all or any part of the securities owned by the Trust in a
system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or with such other person
as may be permitted by the Commission, or otherwise in accordance with the 1940
Act, pursuant to which system all securities of any particular class or series
of any issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to withdrawal only
upon the order of the Trust or its custodian.

Section 3. Acceptance of Receipts in Lieu of Certificates. Subject to
such rules, regulations and orders as the Commission may adopt, the Trustees may
direct the custodian to accept written receipts or other written evidences
indicating purchases of securities held in book-entry form in the Federal
Reserve System in accordance with regulations promulgated by the Board of
Governors of the Federal Reserve System and the local Federal Reserve Banks in
lieu of receipt of certificates representing such securities.

Section 4. Provisions of Custodian Contract. The following provisions
shall apply to the employment of a custodian pursuant to this Article X and to
any contract entered into with the custodian so employed:

(a) The Trustees shall cause to be delivered to the custodian all
securities owned by the Trust or to which it may become entitled, and
shall order the same to be delivered by the custodian only upon
completion of a sale, exchange, transfer, pledge, or other disposition
thereof, and upon receipt by the custodian of the consideration
therefor or a certificate of deposit or a receipt of an issuer or of
its Transfer Agent, all as the Trustees may generally or from time to
time require or approve, or to a successor custodian; and the Trustees
shall cause all funds owned by the Trust or to which it may become
entitled to be paid to the custodian, and shall order the same
disbursed only for investment against delivery of the securities
acquired, or in payment of expenses, including management compensation,
and liabilities of the Trust, including distributions to Shareholders,
or to a successor custodian; provided, however, that nothing herein
shall prevent delivery of securities for examination to the broker
purchasing the same in accord with the "street delivery" custom whereby
such securities are delivered to such broker in exchange for a delivery
receipt exchanged on the same day for an uncertified check of such
broker to be presented on the same day for certification.

(b) In case of the resignation, removal or inability to serve of any such
custodian, the Trust shall promptly appoint another bank or trust
company meeting the requirements of this Article X as successor
custodian. The agreement with the custodian shall provide that the
retiring custodian shall, upon receipt of notice of such appointment,
deliver all Trust Property in its possession to and only to such
successor, and that pending appointment of a successor custodian, or a
vote of the Shareholders to function without a custodian, the custodian
shall not deliver any Trust Property to the Trust, but may deliver all
or any part of the Trust Property to a bank or trust company doing
business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus and undivided profits (as shown in its last
published report) of at least $5,000,000; provided that arrangements
are made for the Trust Property to be held under terms similar to those
on which they were held by the retiring custodian.

ARTICLE XI

AMENDMENTS

These By-Laws, or any of them, may be altered, amended or repealed, or
new By-Laws may be adopted (a) by the Shareholders by a Majority Shareholder
Vote, or (b) by the Trustees, provided, however, that no By-Law may be amended,
adopted or repealed by the Trustees if such amendment, adoption or repeal
requires, pursuant to law, the Declaration or these By-Laws, a vote of the
Shareholders.

DISTRIBUTION AGREEMENT

April 23, 1990

Signature Broker-Dealer Services, Inc.
6 St. James Avenue
Boston, Massachusetts 02116

Gentlemen:

This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned, BT Institutional Funds (the "Fund"), an open-end
diversified management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), organized as a Massachusetts
business trust, has agreed that Signature Broker-Dealer Services, Inc.
("Signature") shall be, for the period of this Agreement, the distributor of the
series of shares of beneficial interest of the Fund ("Fund Shares").

1. Services as Distributor.

1.1 Signature will act as principal underwriter for the distribution of
the Fund Shares covered by the registration statement and prospectuses then in
effect under the Securities Act of 1933, as amended, (the "1933 Act") and the
1940 Act.

1.2 Signature agrees to use appropriate efforts to solicit orders for
the sale of Fund Shares and will undertake such advertising and promotion as it
believes reasonable in connection with such solicitation. The Fund understands
that Signature distributes, and may in the future distribute, the shares of
several investment companies ("Companies") including Companies having investment
objectives similar to those of the current and possibly future series of the
Fund. The Fund further understands that investors and potential investors in the
Fund may invest in shares of such other Companies. The Fund agrees that
Signature's duties to such Companies shall not be deemed in conflict with its
duties to the Fund under this paragraph 1.2.

1.3 Signature shall, at its own expense, finance appropriate activities
that it deems reasonable that are primarily intended to result in the sale of
Fund Shares, including, but not limited to, advertising, compensation of dealers
and sales personnel, the printing and mailing of prospectuses to other than
current shareholders and regulatory authorities and the printing and mailing of
sales literature, except to the extent such expenses may be reimbursed by the
Fund pursuant to an effective plan pursuant to Rule 12b-1 under the 1940 Act.
Signature shall be entitled to seek reimbursement for expenses in connection
with the distribution of Fund Shares pursuant to the Fund's Rule 12b-1 Plan as
in effect from time to time.

1.4 All sales literature and advertisements used by Signature in
connection with the sale of Fund Shares must comply with the 1933 Act and the
1940 Act, as well as rules and regulations promulgated thereunder. Without
limiting the generality of the foregoing, Signature shall be responsible for
making any filings of advertisements and sales literature as are required by any
state or federal regulatory authorities, including the National Association of
Securities Dealers, Inc. In connection with the sale or arranging for the sale
of Fund Shares, Signature is authorized to give only such information and to
make only such statements or representations as are contained in the Fund's then
current prospectus(es) and statement(s) of additional information, or in sales
literature or advertisements approved by the Fund.

1.5 All activities by Signature and its agents and employees as
distributor of Fund Shares shall comply with all applicable laws, rules and
regulations, including, without limitation, all rules and regulations adopted
pursuant to the 1940 Act by the Securities and Exchange Commission (the
"Commission") or any securities association registered under the Securities
Exchange Act of 1934 (the "1934 Act").

1.6 Signature will provide one or more persons, during its normal
business hours, to respond to telephone inquiries with respect to the Fund and
will arrange for the dissemination of yield and other performance information in
newspapers.

1.7 Signature will transmit any orders received by it for purchase or
redemption of Fund Shares to the Fund's transfer agent and custodian.

1.8 Whenever in their judgment such action is permitted by the 1940 Act
and warranted by unusual market, economic or political conditions, or by
abnormal circumstances of any kind, the Fund's officers may decline to accept
any orders for, or make any sales of, Fund Shares until such time as those
officers deem it advisable to accept such orders and to make such sales.

1.9 Signature will act only on its own behalf as principal if it
chooses to enter into selling agreements with selected dealers or others.

1.10 The Fund agrees at its own expense to prepare, execute and file
any and all documents and to furnish any and all information and otherwise to
take all actions that may be reasonably necessary in connection with the
qualification of Fund Shares for sale in such states as Signature may designate.

1.11 The Fund shall furnish from time to time for use in connection
with the sale of Fund Shares such information with respect to the Fund and Fund
Shares as Signature may reasonably request. The Fund shall also furnish
Signature upon request with: (a) unaudited semiannual statements of the Fund's
books and accounts prepared by the Fund, (b) quarterly reports prepared by the
Fund, (c) a monthly itemized list of the securities for each of the Fund's
series, (d) monthly balance sheets as soon as practicable after the end of each
month, and (e) from time to time such additional information regarding the
Fund's financial or regulatory condition as Signature may reasonably request.

1.12 The Fund represents to Signature that all registration statements
and prospectuses filed by the Fund with the Commission under the 1933 Act and
the 1940 Act with respect to Fund Shares have been prepared in conformity with
the requirements of those statutes and the rules and regulations of the
Commission thereunder. As used in this Agreement the terms "registration
statement" and "prospectus" shall mean any registration statement and any
prospectus and statement of additional information filed with the Commission and
any amendments and supplements thereto that at any time shall have been filed
with the Commission by or on behalf of the Fund. The Fund represents and
warrants to Signature that any registration statement and prospectus, when
effective, will contain all statements required to be stated therein in
conformity with both those statutes and the rules and regulations of the
Commission; that all statements of fact contained in any registration statement
and prospectus will be true and correct when effective; and that neither any
registration statement nor any prospectus when effective 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 Fund Shares. The Fund may but shall not be obligated to propose
from time to time such amendment to any registration statement and such
supplement to any prospectus as in the light of future developments may, in the
opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not
propose such amendment and/or supplement within fifteen days after receipt by
the Fund of a written request from Signature to do so, Signature may, at its
option, terminate this Agreement. The Fund shall not file any amendment to any
registration statement or supplement to any prospectus without giving Signature
reasonable notice thereof in advance; provided, however, that nothing contained
in this Agreement shall in any way limit the Fund's right to file at any time
such amendment to any registration statement and/or supplement to any prospectus
of whatever character as the Fund may deem advisable, such right being in all
respects absolute and unconditional.

1.13 The Fund authorizes Signature and selected dealers to use any
prospectus in the form furnished from time to time in connection with the sale
of the Fund Shares. The Fund agrees to indemnify, defend and hold Signature, its
several officers and directors, and any person who controls Signature within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (for
purposes of this paragraph 1.13, collectively, "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, common law or otherwise, arising
out of or based on any untrue statement of a material fact contained in any
registration statement or any prospectus or arising out of or based on any
omission to state a material fact required to be stated in any registration
statement or any prospectus or necessary to make the statements in either
thereof not misleading; provided, however, that the Fund'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 Fund by Signature in its capacity as principal
underwriter for use in the answers to any items of any registration statement or
in the corresponding statements made in any prospectus, 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 the
Fund's agreement to indemnify Signature and the Fund's representations and
warranties hereinbefore set forth in paragraph 1.12 shall not be deemed to cover
any liability to the Fund or its shareholders 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. The
Fund's agreement to indemnify Covered Persons is expressly conditioned on the
Fund's being notified of any action brought against a Covered Person, such
notification to be given by letter or by telegram addressed to the Fund, c/o
Burton M. Leibert, Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd
Street, New York, New York 10022, with a copy to Bankers Trust Company, 280 Park
Avenue, New York, New York 10015, Attention: George B. Jackson, 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 the Fund of any such
action shall not relieve the Fund from any liability that the Fund may have to
the Covered Person against whom such action is brought by reason of any such
untrue statement or omission, otherwise than on account of the Fund's indemnity
agreement contained in this paragraph 1.13. The Fund 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 Fund and approved by Signature, which approval shall not be
unreasonably withheld. In the event the Fund elects to assume the defense of any
such suit and retain counsel of good standing approved by Signature, 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 the Fund does not elect
to assume the defense of any such suit, or in case Signature reasonably does not
approve of counsel chosen by the Fund, the Fund will reimburse the Covered
Person named as defendant in such suit, for the fees and expenses of any counsel
retained by Signature or it. The Fund's indemnification agreement contained in
this paragraph 1.13 and the Fund'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 Fund Shares. This agreement of indemnity will inure exclusively
to Covered Persons and their successors. The Fund agrees to notify Signature
promptly of the commencement of any litigation or proceedings against the Fund
or any of its officers or Trustees in connection with the issue and sale of any
Fund Shares.

1.14 Signature agrees to indemnify, defend and hold the Fund, its
several officers and trustees, and any person who controls the Fund within the
meaning of Section 15 of the 1933 Act (for purposes of this paragraph 1.14,
collectively, "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 or
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 any untrue statement of a material fact contained in
information furnished in writing by Signature in its capacity as principal
underwriter to the Fund for use in the answers to any of the items of any
registration statement or in the corresponding statements made in any
prospectus, or shall arise out of or be based on any omission to state a
material fact in connection with such information furnished in writing by
Signature to the Fund required to be stated in such answers or necessary to make
such information not misleading. Signature's agreement to indemnify Covered
Persons is expressly conditioned on Signature's being notified of any action
brought against a Covered Person, such notification to be given by letter or
telegram addressed to Signature at 6 St. Avenue, Boston, Massachusetts 02116,
Attention: Philip W. Coolidge, with copies to Burton M. Leibert, Esq., Willkie
Farr & Gallagher, One Citicorp Center, 153 East 53rd Street, New York, New York
10022 and Maureen Scannell Bateman, Esq., Bankers Trust Company, 280 Park
Avenue, New York, New York 10015, promptly after the summons or other first
legal process shall have been duly and completely served upon such Covered
Person. Signature shall have the right of first control of the defense of the
action with counsel of its own choosing satisfactory to the Fund if such action
is based solely on such alleged misstatement or omission on Signature's part,
and in any other event each Covered Person shall have the right to participate
in the defense or preparation of the defense of any such action. The failure to
so notify Signature of any such action shall not relieve Signature from any
liability that Signature may have to Covered Persons by reason of any such
untrue or alleged untrue statement, or omission or alleged omission, otherwise
than on account of Signature's indemnity agreement contained in this paragraph
1.14.

1.15 No Fund Shares shall be offered by either Signature or the Fund
under any of the provisions of this Agreement and no orders for the purchase or
sale of Fund Shares hereunder shall be accepted by the Fund 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 1933 Act or the
1940 Act or if and so long as a current prospectus as required by Section
10(b)(2) of the 1933 Act is not on file with the Commission; provided, however,
that nothing contained in this paragraph 1.15 shall in any way restrict or have
an application to or bearing on the Fund's obligation to redeem Fund Shares from
any shareholder in accordance with the provisions of the Fund's prospectus(es),
statement(s) of additional information or Declaration of Trust, as amended from
time to time.

1.16 The Fund agrees to advise Signature as soon as reasonably
practical by a notice in writing delivered to Signature or its counsel:

(a) of any request by the Commission for amendments to the registration
statement or prospectus then in 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 or prospectus then in
effect or the initiation by service of process on the Fund of any proceeding for
that purpose;

(c) of the happening of any event that makes untrue any statement of a
material fact made in the registration statement or prospectus then in effect or
that requires the making of a change in such registration statement or
prospectus 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 or prospectus that may from time to time be filed
with the Commission.

For purposes of this paragraph 1.16, informal requests by or acts of
the Staff of the Commission shall not be deemed actions of or requests by the
Commission.

1.17 Signature agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Fund all records and other
information not otherwise publicly available relative to the Fund and its prior,
present or potential shareholders 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 the
Fund, which approval shall not be unreasonably withheld and may not be withheld
where Signature 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 the Fund.

1.18 In addition to Signature's duties as distributor, the Fund
understands that Signature may, in its discretion, perform additional functions
in connection with transactions in Fund Shares.

1.19 Signature may process or cause to be processed requests received
from the Fund's shareholders in connection with their purchase or redemption of
Fund Shares of any series, in the manner prescribed from time to time by the
Board of Trustees of the Fund (the "Board"), and shall arrange for payment for
such Fund Shares to or from the Fund's account with its custodian. Signature
shall reimburse the Fund for any loss caused by the failure of the shareholder
to settle on any purchase, redemption or repurchase order accepted by Signature.
In the event that orders for the purchase, redemption or repurchase of Fund
Shares are placed and subsequently cancelled, Signature shall pay to the Fund,
on at least a monthly basis, an amount equal to the losses (net of any gains)
realized by any series of the Fund as a result of such cancellations.

The processing of Fund Share transactions may include, but is not
limited to, compilation of all transactions from Signature's various offices;
creation of a transaction tape and timely delivery of it to the Fund's transfer
agent for processing; reconciliation of all transactions delivered to the Fund's
transfer agent; and the recording and reporting of these transactions executed
by the Fund's transfer agent in customer statements; rendering of periodic
customer statements; and the reporting of IRS Form 1099 information at year end.

Signature may also provide other shareholder services, such as
communicating with Fund shareholders and other functions in administering
customer accounts for Fund shareholders.

The Fund understands that these services may result in cost savings to
the Fund or to the Fund's investment manager and the Fund's investment manager
will not compensate Signature for all or a portion of the costs incurred in
performing functions in connection with transactions in Fund Shares. Nothing
herein is intended, nor shall be construed, as requiring Signature to perform
any of the foregoing functions and none of such functions performed by Signature
shall be deemed distribution services.

1.20 In addition to the services described above, Signature shall
provide the Fund with office facilities, which may be in Signature's own
offices.

1.21 The Declaration of Trust establishing the Fund is on file with the
Secretary of the Commonwealth of Massachusetts and notice is hereby given that
this Agreement is made and executed on behalf of the Fund, and not by the
Trustees or officers of the Fund individually, and Signature hereby acknowledges
that the obligations of or arising out of this Agreement are not binding on the
Trustees, officers or shareholders of the Fund individually but are binding only
on the assets and property of the Fund. With full knowledge of the circumstances
and the effect of it's action, Signature hereby waives any and all rights that
it has now, or may acquire in the future, against any shareholder of the Fund,
which rights arise out of any action or inaction of the Fund under this
Agreement.

2. Public Offering Price.

Each series of Fund Shares will be offered to public shareholders at
its respective net asset value next determined after receipt of the purchase
order.

3. Limitation Upon Investment in the Fund by Shareholders.

Signature shall not accept any initial or subsequent investment in any
series of Fund Shares of less than the amount specified in the Fund's then
current prospectus(es).

4. Net Asset Value Per Share.

Any references herein to "net asset value per share" shall refer to the
net asset value per share computed separately for each series of the Fund in
accordance with the Declaration of Trust, the prospectus(es) and the
instructions of the Board, all as changed or amended from time to time. The Fund
or its investment manager will advise Signature as promptly as practicable of
the net asset value per share for each series of the Fund on each day on which
it is determined.

5. Term.

This Agreement shall become effective on the date first above written
and, unless sooner terminated as provided herein, shall continue until April 1,
1992 and thereafter shall continue automatically for successive annual periods,
provided such continuance is specifically approved at least annually by (i) the
Board or (ii) by a vote of a majority (as defined in the 1940 Act) of the Fund's
outstanding voting securities, provided that in either event the continuance is
also approved by the majority of the Fund's Trustees who are not interested
persons (as defined in the 1940 Act) of the Fund and who have no direct or
indirect financial interest in this Agreement, in the Fund's plan of
distribution or in any other agreement relating thereto, 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 vote of a majority (as defined in the 1940 Act) of the Fund's outstanding
voting securities, or by Signature, such notice to be given in the manner
specified in paragraph 1.13 (if given by Signature) or in paragraph 1.14 (if
given by the Fund). This Agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act and the rules thereunder).

6. Representations and Warranties.

Signature and the Fund 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.

7. 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, the 1933 Act and the 1934
Act and to the extent that any provisions herein contained conflict with any
such applicable provisions of law, the latter shall control.

This Agreement is executed and delivered in New York, New York, and 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.

If the contract 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.

Yours very truly,

BT INSTITUTIONAL FUNDS

By: /s/PHILIP W. COOLIDGE
President

Accepted:

SIGNATURE BROKER-DEALER SERVICES, INC.

By: /s/PHILIP W. COOLIDGE
President

BT0013

BT0188

ADMINISTRATION AND SERVICES AGREEMENT

AGREEMENT, made as of this 28th day of October, 1992, by and between
Bankers Trust Company, a New York Banking corporation (hereinafter called
"Bankers"), and BT Institutional Funds, a Massachusetts business trust
(hereinafter called the "Trust").

WHEREAS, the Trust is registered as an open-end diversified management
investment company under the Investment Company Act of 1940, as amended (the
"Act"); and

WHEREAS, the Trust desires to retain Bankers to render administrative
and other services, including custody, transfer agency and shareholder services,
to the Trust and/or for such separate and distinct portfolio or portfolios as
may from time to time be created and designated by the Trust (each a "Fund" and
collectively, the "Funds"), and Bankers is willing to so render such services on
the terms hereinafter set forth;

NOW, THEREFORE, this Agreement

W I T N E S S E T H:

In consideration of the promises and mutual covenants herein contained,
it is agreed between the parties hereto as follows:

1. Appointment. The Trust hereby appoints Bankers to act as
administrator, custodian, transfer agent and shareholder servicing agent of the
Trust and/or for the Funds for the period and on the terms set forth in this
Agreement. Bankers accepts such appointment and agrees to render the services
herein set forth for the compensation herein provided.

2. Duties.

(a) Administrator. Bankers shall, on a continuous basis, furnish the
Trust with such administrative services as the Board of Trustees of the Trust
reasonably deems necessary for the proper administration of the Trust. Without
limiting the generality of the foregoing, Bankers will supply executive and
administrative services; negotiate arrangements with, and supervise and
coordinate the activities of, agents and others retained by the Trust to supply
services to the Trust and/or its shareholders; supply stationery and office
supplies; supply statistical and research data; prepare agendas and minutes and
supply supporting documentation for meetings of the Boards of Trustees of the
Trust; provide monitoring reports and assistance regarding the Trust's
compliance with its Declaration of Trust, By-Laws, investment objectives and
policies and federal and state securities laws, including monthly (or more
frequently if required) reports indicating the legal residence of each
beneficial owner (of which Bankers has knowledge) of shares of the Trust
purchased during that month; arrange for dissemination of yield and other
performance information in newspapers; supply data processing services,
clerical, accounting, bookkeeping and recordkeeping services (including without
limitation the maintenance of such books and records as are required under the
Act and the rules thereunder, except as maintained by other agents of the
Trust); calculate the net asset value, net income and realized capital gains or
losses of each of the Funds; prepare and file reports to and filings with the
Securities and Exchange Commission and various state Blue Sky authorities,
including Trust registration statements, periodic reports, prospectuses, proxy
statements and Blue Sky and Rule 24f-2 registrations; prepare reports to
shareholders of each of the Funds; prepare and file tax returns; arrange for
fidelity bond and errors and omissions insurance coverage; and generally assist
in all aspects of each Fund's operations.

(b) Custodian. Bankers shall provide to the Trust custody services
on the terms and conditions set forth in the form of Custody Agreement set forth
as Exhibit A hereto, without giving effect to Section 13(a) thereof as it
regards compensation (but not reimbursement of out-of-pocket expenses) to
Bankers.

(c) Transfer Agent. Bankers shall provide to the Trust transfer
agency services on the terms and conditions set forth in the form of Transfer
Agency Agreement set forth as Exhibit B hereto, without giving effect to Section
3(a) thereof as it regards compensation (but not reimbursement of out-of-pocket
expenses) to Bankers.

(d) Fund Accounting Agent. Bankers shall provide fund accounting
services pursuant to the form of Fund Accounting Services Agreement set forth as
Exhibit C hereto, without giving effect to Section 6 thereof (but not
reimbursement of out-of-pocket expenses) to Bankers.

(e) Service Agent. Bankers shall provide shareholder and
administrative services to each shareholder of the Trust. Such services shall
include the following: establishing and maintaining shareholder accounts;
processing purchase and redemption transactions; arranging for bank wires;
performing shareholder subaccounting; answering client inquiries regarding the
Funds; assisting clients in establishing and changing dividend options, account
designations and addresses; providing periodic statements showing the client's
account balance; transmitting proxy statements, periodic reports, updated
prospectuses and other communications to shareholders and, with respect to
meetings of shareholders, collecting, tabulating and forwarding to the Trust
executed proxies; and obtaining such other information and performing such other
services as the Trust may reasonably request and agree upon with Bankers, but in
each case only to the extent permitted by applicable statute, rule or
regulation. Bankers shall provide such personnel and facilities as are necessary
to render the foregoing services, shall comply with all legal requirements
relating to it, including, without limitation, any requirement to provide Trust
materials to shareholders. In addition to the above services, Bankers shall
provide each shareholder with confirmations of purchases, redemptions or
exchanges of shares of the Trust. Bankers agrees to furnish to the Trust all
such records to the extent required by regulatory authorities having
jurisdiction over the Trust or to the extent necessary due to lawful process
upon the Trust. Bankers acknowledges and agrees that, in performing the
foregoing duties, no person is authorized to make any representation concerning
the Trust other than such representations as are contained in the current
Prospectuses, Statements of Additional Information and printed information
subsequently issued by the Trust as information supplemental to such
Prospectuses and/or Statements of Additional Information.

(f) In General. In the performance of all services under this
Agreement, Bankers shall act in strict conformity with the applicable provisions
of the Trust's Declaration of Trust and By-Laws; the Act, the Investment
Advisers Act of 1940 and the Securities Exchange Act of 1934, as the same may
from time to time be amended; and the investment objectives, investment policies
and other practices and policies set forth in the Trust's current Registration
Statement under the Securities Act of 1933, as amended. Bankers may delegate
some or all of its duties hereunder to other persons or entities approved by
Bankers upon notice to the Trust.

3. Allocation of Expenses. Bankers shall bear all expenses in
connection with the performance of its services under this Agreement.

Bankers will from time to time employ or associate with itself such
person or persons as Bankers may believe to be particularly suited to assist it
in the performance of this Agreement. The compensation of such person or persons
shall be paid by Bankers and no obligation shall be incurred on behalf of the
Trust in such respect.

Bankers shall not be required to pay and the Trust shall assume and pay
any of the following expenses incurred by the Trust: out-of-pocket expenses
specified in the forms of agreements set forth in Exhibits A and B hereto;
investment management fees; membership dues in the Investment Company Institute
or any similar organization; distribution expenses; costs of preparing, printing
and mailing stock certificates, prospectuses, reports and notices; interest on
borrowed money; brokerage commissions; taxes and fees payable to federal, state
and other governmental agencies; fees of trustees not affiliated with affiliates
of the Trust; outside auditing and legal expenses; or other expenses not
specified in this Article 3 which may be properly payable by the Trust.

4. Compensation of Bankers.

(a) In General. For the services to be rendered and the payments to
be made by Bankers, as provided in Sections 2 and 3 hereof, Bankers shall
receive from the Trust, accrued daily and payable monthly, an amount equal to
the annual rate of the percentage of each Fund's average daily net assets as
listed on Exhibit D hereto.

(b) Fee Accrual and Payment. Remuneration under this Agreement shall
begin to accrue on the date hereof. The fee for the previous calendar month
shall be paid in a timely manner in each succeeding calendar month.

(c) Proration. If this Agreement commences on any date other than
the first day of a calendar month, the fee payable with respect to such initial
fractional calendar month shall be prorated according to the proportion that
such period bears to the full calendar monthly period. Upon any termination of
this Agreement before the end of a calendar month, the fee for such part of that
calendar month shall be prorated according to the proportion that such period
bears to the full calendar monthly period.

(d) Partial Termination. If any particular aspect of this Agreement
is terminated in accordance with Section 7 hereof, the fee payable under
Paragraph (a) of this Section 4 as to services for which termination has not
occurred shall be the fee agreed upon by the parties.

5. Limitation of Liability. Bankers shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Trust in
connection with the performance of its obligations and duties under Sections
2(a) and (d) of this Agreement, except a loss resulting from willful
misfeasance, bad faith or gross negligence in the performance of such
obligations and duties, or by reason of a reckless disregard thereof. As to the
duties and obligations set forth in Sections 2(b) and (c) of this Agreement, the
parties shall be governed by the standards of care and provisions for
exculpation and/or indemnification set forth in the forms of agreements set
forth in Exhibits A and B hereto, respectively.

6. Duration of Agreement. This Agreement shall become effective on the
date of commencement of investment operation of the Trust and unless terminated
shall continue in force from year to year thereafter, but only so long as such
continuance is specifically approved annually (a) by the Trust's Board of
Trustees or by a vote of a majority of the Trust's outstanding voting securities
(as such term is defined in the Act) and (b) by a majority of the Trustees who
are not parties to this Agreement or interested persons of any such party.

7. Termination of Agreement. This Agreement may be terminated on 60
days' written notice without payment of any penalty by Bankers or by the Trust
upon the vote of its Board of Trustees or upon the vote of a majority of the
Trust's outstanding voting securities. This Agreement shall automatically
terminate upon its assignment by Bankers; provided, however, that Bankers may
delegate its duties as provided in Section 2(e) hereof. Notwithstanding the
foregoing, this Agreement may also be terminated in part as to the services
specified in Sections 2(b) and (c) hereof in the manner specified in the forms
of agreements set forth as Exhibits A and B hereto, respectively.

8. Representations and Warranties. Bankers and the 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.

9. Waiver. The Declaration of Trust establishing the Trust is on file
with the Secretary of the Commonwealth of Massachusetts and notice is hereby
given that this Agreement is made and executed on behalf of the Trust, and not
by the Trustees or officers of the Trust individually, and Bankers hereby
acknowledges that the obligations of or arising out of this Agreement are not
binding upon the Trustees, officers or shareholders of the Trust individually
but are binding only upon the assets and property of the Trust. With full
knowledge of the circumstances and the effect of its action, Bankers hereby
waives any and all rights that it has now, or may acquire in the future, against
any shareholder of the Trust, which rights arise out of any action or inaction
of the Trust under this Agreement.

10. Non-Exclusivity. The services of Bankers to the Trust hereunder are
not to be deemed exclusive and Bankers shall be free to render similar or other
services to others.

11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to
principles of conflicts of law.

12. Notices. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, to Burton M. Leibert, Esq., Willkie Farr & Gallagher, One Citicorp
Center, 153 East 53rd Street, New York, New York 10022 (if such notice is given
by Bankers), or to Bankers Trust Company, 280 Park Avenue, New York, New York
10017, Attention: Michael Baresich (if such notice is given by the Trust).

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers thereunto duly authorized as of the day and year
first above written.

ATTEST: BANKERS TRUST COMPANY

/s/GRACE JONES By: /s/MICHAEL BARESICH
Michael Baresich
Managing Director

ATTEST: BT INSTITUTIONAL FUNDS

/s/MARK PIETKIEWICZ By: /s/PHILIP W. COOLIDGE
Philip W. Coolidge
President

BT0188

BT0425A EXHIBIT D

BT INSTITUTIONAL FUNDS
SCHEDULE OF FEES UNDER THE ADMINISTRATION AND SERVICES AGREEMENT

Institutional Cash Management Fund 0.05%
Institutional Treasury Money Fund 0.05%
Institutional Tax Free Money Fund 0.05%
Institutional NY Tax Free Money Fund 0.05%
Equity 500 Index Fund 0.05%
100% Treasury Fund 0.05%
Short/Intermediate U.S. Government Securities Fund 0.25%
Institutional Cash Reserves 0.05%
BT Institutional Capital Appreciation Fund 0.20%
Institutional Liquid Assets Fund 0.05%

Thomas M. Lenz
6 St. James Avenue
Boston, Massachusetts 02116

June 26, 1995

BT Institutional Funds
6 St. James Avenue
Boston, Massachusetts 02116

Ladies and Gentlemen:

RE: REGISTRATION OF SHARES OF BENEFICIAL INTEREST UNDER RULE 24F-2 OF THE
INVESTMENT COMPANY ACT OF 1940

This opinion is being furnished in connection with the filing of the
registration statement on Form N-1A under the Investment Company Act of 1940, as
amended (the "1940 Act"), and the Securities Act of 1933, as amended (the "1933
Act"), of BT Institutional Funds, a Massachusetts business trust (the "Trust"),
and in conjunction with the registration, pursuant to Rule 24f-2 under the 1940
Act, of an indefinite number of Shares of Beneficial Interest (par value
$0.00001 per share) (the "Shares") of the Trust's series -- Institutional Liquid
Assets Fund -- under the 1933 Act.

This opinion is limited solely to the laws of the Commonwealth of
Massachusetts as applied by courts in such Commonwealth. This opinion is limited
solely to the Shares as reflected on the audited balance sheet of the Trust
dated June 26, 1995. I understand that the foregoing limitation is acceptable to
you.

I have examined copies of the Trust's Declaration of Trust, its
By-Laws, resolutions adopted by its Board of Trustees and such other records and
documents as I have deemed necessary for purposes of this opinion.

Based upon the subject of the foregoing, please be advised that it is
my opinion that the Trust's Shares are legally issued and (to the extent still
outstanding) are fully paid and non assessable, except that, as set forth in the
Trust's registration statement as currently in effect filed with the Securities
and Exchange Commission pursuant to the 1933 Act, shareholders of the Trust may
under certain circumstances be held personally liable for its obligations.

Very truly yours,

/s/THOMAS M. LENZ
Thomas M. Lenz

BT0446

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees and Shareholders of
BT Institutional Funds:

We have audited the accompanying statement of assets and liabilities of the
Institutional Liquid Assets Fund (one of the funds comprising BT Institutional
Funds) as of June 26, 1995. This financial statement is the responsibility of
the Fund's management. Our responsibility is to express an opinion on this
financial statement based on our audit.

We conducted our audit 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of the Institutional Liquid Assets
Fund of BT Institutional Funds as of June 26, 1995, in conformity with generally
accepted accounting principles.

/s/COOPERS & LYBRAND L.L.P.
Kansas City, Missouri
June 27, 1995

June 26, 1995

BT Institutional Funds
6 St. James Avenue, 9th Floor
Boston, MA 02116

Ladies and Gentlemen:

With respect to our purchase from you of 10 shares of beneficial
interest ("Initial Shares") of Institutional Liquid Assets Fund (the "Fund"), a
series of BT Institutional Funds, a Massachusetts business trust, for a purchase
price of $10, we hereby advise you that we are purchasing such Initial Shares
with no intention to dispose of them either through resale to others or
redemption by the Fund.

The amount paid by the Fund on any redemption by us of any such Initial
Shares will be reduced by the PRO RATA portion of any unamortized organization
expenses which the number of Initial Shares redeemed bears to the total number
of Initial Shares outstanding immediately prior to such redemption.

Very truly yours,

SIGNATURE FINANCIAL GROUP, INC.

By: /s/LINWOOD C. DOWNS
Linwood C. Downs
Treasurer

BT0448

BT0425A

BT INSTITUTIONAL FUNDS
SCHEDULE OF FEES UNDER THE PLAN OF DISTRIBUTION

Institutional Cash Management Fund 0.10%
Institutional Treasury Money Fund 0.10%
Institutional Tax Free Money Fund 0.10%
Institutional NY Tax Free Money Fund 0.10%
Equity 500 Index Fund 0.10%
100% Treasury Fund 0.20%
Short/Intermediate U.S. Government Securities Fund 0.20%
Institutional Cash Reserves 0.20%
BT Institutional Capital Appreciation Fund 0.20%
Institutional Liquid Assets Fund 0.20%

<ARTICLE> 6
<LEGEND>
This schedule contains Summary Financial Information extracted from the BT
Institutional Cash Management Fund Annual Report dated December 31, 1994 and is
qualified in its entirety by reference to such Annual Report.
</LEGEND>
<CIK> 0000862157
<NAME>THE BT INSTITUTIONAL FUNDS
<SERIES>
<NUMBER>1
<NAME> CASH MANAGEMENT FUND

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 667,595,047
<RECEIVABLES> 0
<ASSETS-OTHER> 1,527
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 667,596,574
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,448,073
<TOTAL-LIABILITIES> 3,448,073
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 664,912,250
<SHARES-COMMON-STOCK> 664,912,250
<SHARES-COMMON-PRIOR> 1,850,206,633
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (763,749)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 664,148,501
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 34,614,481
<OTHER-INCOME> 0
<EXPENSES-NET> 429,664
<NET-INVESTMENT-INCOME> 34,184,817
<REALIZED-GAINS-CURRENT> (5,994,447)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 28,190,370
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (34,184,817)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,302,248,027
<NUMBER-OF-SHARES-REDEEMED> 11,509,329,518
<SHARES-REINVESTED> 21,787,108
<NET-CHANGE-IN-ASSETS> (1,186,073,649)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 15,517
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 548,224
<AVERAGE-NET-ASSETS> 859,328,105
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> (.01)
<PER-SHARE-DIVIDEND> .04
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .23
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This schedule contains Summary Financial Information extracted from the BT
Institutional Cash Reserves Fund Annual Report dated December 31, 1994 and
is qualified in its entirety by reference to such Annual Report.
</LEGEND>
<CIK>0000862157
<NAME> THE BT INSTITUTIONAL FUNDS
<SERIES>
<NUMBER>7
<NAME> CASH RESERVES FUND

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-25-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 925,818,351
<RECEIVABLES> 0
<ASSETS-OTHER> 5,382
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 925,823,733
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,102,039
<TOTAL-LIABILITIES> 5,102,039
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 921,663,806
<SHARES-COMMON-STOCK> 921,663,806
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (942,112)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 920,721,694
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 35,868,156
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 35,868,156
<REALIZED-GAINS-CURRENT> (6,808,107)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 29,060,049
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 35,868,156
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11,171,963,496
<NUMBER-OF-SHARES-REDEEMED> 10,280,339,704
<SHARES-REINVESTED> 30,040,014
<NET-CHANGE-IN-ASSETS> 920,721,694
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 452,281
<AVERAGE-NET-ASSETS> 887,858,229
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .04
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .18
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This schedule contains Summary Financial Information extracted from the BT
Institutional Treasury Money Fund Annual Report dated December 31, 1994 and is
qualified in its entirety by reference to such Annual Report.
</LEGEND>
<CIK>0000862157
<NAME> THE BT INSTITUTIONAL FUNDS
<SERIES>
<NUMBER>2
<NAME> TREASURY MONEY FUND

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 182,813,497
<RECEIVABLES> 0
<ASSETS-OTHER> 14,319
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 182,827,816
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 726,418
<TOTAL-LIABILITIES> 726,418
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 182,124,070
<SHARES-COMMON-STOCK> 182,127,070
<SHARES-COMMON-PRIOR> 143,964,917
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (22,672)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 182,101,398
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,980,768
<OTHER-INCOME> 0
<EXPENSES-NET> 74,378
<NET-INVESTMENT-INCOME> 5,906,390
<REALIZED-GAINS-CURRENT> (23,702)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 5,882,688
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,906,390
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,332,544,359
<NUMBER-OF-SHARES-REDEEMED> 1,298,554,174
<SHARES-REINVESTED> 4,168,968
<NET-CHANGE-IN-ASSETS> 38,135,451
<ACCUMULATED-NII-PRIOR> 1,030
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 120,869
<AVERAGE-NET-ASSETS> 148,756,970
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .04
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>