1933 Act File No. 33-34079
1940 Act File No. 811-6071
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 27.................................................X
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BT INSTITUTIONAL FUNDS
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
Jay S. Neuman, Esq. Copies to: Burton M. Leibert, Esq.
Federated Investors Tower Willkie Farr & Gallagher
Pittsburgh, Pennsylvania 15222-3779 One Citicorp Center
(Name and Address of Agent for Service) 153 East 53rd Street
New York, New York 10022
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been filed by BT Institutional Funds
(the "Registrant") pursuant to Section 8(b) of the Investment Company
Act of 1940, as amended. However, shares of beneficial interest of
Treasury Assets Fund (the "Fund"), a series of the Registrant, are not
being registered under the Securities Act of 1933 (the "1933 Act")
since such shares will be issued by the Registrant solely in private
placement transactions which do not involve any "public offering"
within the meaning of Section 4(2) of the 1933 Act. Shares of the Fund
may only be purchased by "accredited investors," as that term is
defined in Rule 501(a) of Regulation D under the Securities Act. This
Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any shares of beneficial interest of
the Fund.
International Equity Fund (Class I and Class II) is a series of shares
of the Registrant and is offered by separate Prospectuses included in
Post-Effective Amendment No. 18 to the Registrant's Registration
Statement. Institutional Cash Management Fund, Institutional Treasury
Money Fund, Equity 500 Index Fund, and Institutional Cash Reserves,
Institutional Liquid Assets Fund, are each a series of shares of the
Registrant and are each offered by separate Prospectuses included in
Post-Effective Amendment No. 19 to the Registrant's Registration
Statement. This Amendment does not relate to, amend or otherwise
affect any of the separate Prospectuses contained in Post-Effective
Amendment No. 18 and 19 and, therefore, pursuant to Rule 485(d) under
the Securities Act of 1933, as amended (the "1933 Act"), does not
affect the effectiveness of such Post-Effective Amendments.
BT INSTITUTIONAL FUNDS
Prospective.......
Investor. Copy #
CONFIDENTIAL PRIVATE OFFERING MEMORANDUM
OCTOBER 31, 1997
INSTITUTIONAL TREASURY ASSETS FUND
BANKERS TRUST COMPANY
Investment Adviser and Administrator
EDGEWOOD SERVICES, INC.
Placement Agent
Clearing Operations
P.O. Box 897
Pittsburgh, PA 15230-0897
DO NOT COPY OR CIRCULATE
<PAGE>
12
October 31, 1997
CONFIDENTIAL PRIVATE OFFERING MEMORANDUM
BT INSTITUTIONAL FUNDS
INSTITUTIONAL TREASURY ASSETS FUND
The Institutional Treasury Assets Fund (the "Fund") seeks a high level
of current income consistent with liquidity and the preservation of
capital. The Fund will attempt to achieve its objectives through
investment in obligations issued or guaranteed by the U.S. Treasury
("Treasuries"), obligations issued or guaranteed as to the payment of
principal or interest by the U.S. government or its agencies,
authorities or instrumentalities ("U.S. Government Obligations") and
repurchase agreements collateralized by such obligations. The Fund is
a registered investment company under the Investment Company Act of
1940, as amended (the "1940 Act") and is a diversified series of BT
Institutional Funds, a Massachusetts Business Trust (the "Trust").
Bankers Trust Company ("Bankers Trust") serves as the Fund's
investment adviser (the "Adviser"). The Fund is a management
investment company commonly known as a money market fund.
Please read this Confidential Private Offering Memorandum (the "Memorandum")
carefully before investing and retain it for future reference. It contains
important information about the Fund that investors should know before
investing.
A Confidential Statement of Additional Information with respect to the Fund
("SAI") with the same date has been filed with the Securities and Exchange
Commission (the "SEC"), and is incorporated herein by reference. A copy of
the SAI is available without charge by calling the Fund at 1-800-368-4031
Three copies of a Subscription Agreement for use in subscribing to
purchase shares of the Fund accompany delivery of this Memorandum. In
order to purchase shares of the Fund, a prospective investor must
satisfactorily complete, execute and deliver each copy of the
Subscription Agreement to Bankers Trust Company, 130 Liberty Street,
New York, New York 10006.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, BANKERS TRUST OR ANY OTHER BANKING OR DEPOSITORY
INSTITUTION, AND THE SHARES ARE NOT FEDERALLY GUARANTEED OR INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE U.S. GOVERNMENT, THE
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. THE FUND INTENDS TO
MAINTAIN A CONSTANT $1.00 PER SHARE NET ASSET VALUE ("NAV"), ALTHOUGH
THERE CAN BE NO ASSURANCE THAT IT WILL BE ABLE TO DO SO.
THE SECURITIES DESCRIBED HEREIN ARE OFFERED PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND HAVE NOT BEEN REGISTERED WITH OR APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
AUTHORITY OF ANY JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SHARES OF THE FUND ARE BEING OFFERED FOR INVESTMENT ONLY TO
INVESTORS WHO QUALIFY AS BOTH (1) "ACCREDITED INVESTORS" AS DEFINED
UNDER REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
(2) INSTITUTIONAL INVESTORS. SHARES OF THE FUND ARE NOT BEING OFFERED
TO INDIVIDUALS OR TO ENTITIES ORGANIZED FOR THE PURPOSE OF INVESTING
ON BEHALF OF INDIVIDUALS.
INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY MEET CERTAIN
FINANCIAL REQUIREMENTS AND THAT THEY ARE FAMILIAR WITH AND UNDERSTAND
THE TERMS, RISKS AND MERITS OF AN INVESTMENT IN THE FUND.
NO RESALE OF SHARES MAY BE MADE UNLESS THE SHARES ARE SUBSEQUENTLY
REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.
THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM HAS BEEN PREPARED ON A
CONFIDENTIAL BASIS SOLELY FOR THE INFORMATION OF THE RECIPIENT AND MAY
NOT BE REPRODUCED, PROVIDED TO OTHERS OR USED FOR ANY OTHER PURPOSE.
NO PERSON HAS BEEN AUTHORIZED TO MAKE REPRESENTATIONS OR GIVE ANY
INFORMATION WITH RESPECT TO THE SHARES, EXCEPT THE INFORMATION
CONTAINED HEREIN OR IN THE TRUST'S REGISTRATION STATEMENT FILED UNDER
THE 1940 ACT.
FOR GEORGIA INVESTORS
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON
PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE `GEORGIA SECURITIES ACT
OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION
WHICH IS EXEMPT UNDER SUCH ACT OR
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
<PAGE>
TABLE OF CONTENTS
SUMMARY OF FUND EXPENSES.................................4
FINANCIAL HIGHLIGHTS.............................................. 4
INVESTMENT OBJECTIVE AND POLICIES........................4
RISK FACTORS........................................................... 6
NET ASSET VALUE..................................................... 6
PURCHASE AND REDEMPTION OF SHARES........................7
DIVIDENDS, DISTRIBUTIONS AND TAXES.......................8
PERFORMANCE INFORMATION AND REPORTS......................8
MANAGEMENT OF THE FUND AND TRUST.........................9
<PAGE>
SUMMARY OF FUND EXPENSES
The following table provides (i) a summary of expenses relating
to purchases and sales of shares of the Fund and the estimated
aggregate annual operating expenses of the Fund, 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.
ANNUAL OPERATING EXPENSES
(as a percentage of the average daily net assets of the Fund)
Investment Advisory Fee (after reimbursements or waivers)........0.04%
Distribution (Rule 12b-1) Fee....................................None
Other expenses (after reimbursements or waivers).................0.12%
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Total operating expenses (after reimbursements or waivers).......0.16%
============
EXAMPLE 1 YEAR 3 YEARS
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You would pay the following expenses on a $1,000 $2 $5
investment, assuming: (1) 5% annual return and
(2) redemption at the end of each time period.
- ---------------------------------------------------------------------
The expense table and the example above show the estimated costs and
expenses that an investor will bear directly or indirectly as a
shareholder of the Fund. Bankers Trust has voluntarily agreed to waive
a portion of its investment advisory fee. Without such waiver, the
Fund's investment advisory fee would be equal to 0.15%. The expense
table and the example reflect a voluntary undertaking by Bankers Trust
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, the total operating expenses have
been estimated to equal 0.38% 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%.
Shares of the Fund are sold by Edgewood Services, Inc. ("Edgewood") as
the Fund's placement agent (the "Placement Agent") primarily to
institutional 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 see
"Management of the Fund and Trust" herein.
FINANCIAL HIGHLIGHTS
The Fund will have a fiscal year end of December 31, 1997. As
this is the Fund's first fiscal year, financial information with
respect to the Fund is not available at this time.
INVESTMENT OBJECTIVE AND POLICIES
The Fund seeks a high level of current income consistent with
liquidity and the preservation of capital.
The Fund will attempt to achieve its investment objectives by
investing only in (a) Treasuries, including but not limited to
Treasury bills, notes and bonds, (b) U.S. Government Obligations and
(c) repurchase agreements collateralized by such obligations. While
Treasuries are guaranteed by the U.S. government as to the timely
payment of principal and interest, the market value of both Treasuries
and U.S. Government Obligations are not guaranteed and may rise and
fall in response to changes in interest rates. The shares of the Fund
are not guaranteed or insured by the U.S. government. The Fund will
maintain at least 65% of its investments in Treasuries or repurchase
agreements collateralized by Treasuries.
U.S. GOVERNMENT OBLIGATIONS. Certain short-term U.S. Government
Obligations, such as those issued by 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
United States, 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
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.
REPURCHASE AGREEMENTS. The Fund may engage in repurchase agreement
transactions with counterparties approved by the Board of Trustees.
Under the terms of a typical repurchase agreement, the Fund would
acquire an underlying Treasury or U.S. Government Obligation for a
relatively short period, subject to an obligation of the seller to
repurchase, and the Fund to resell, the obligation at an agreed price
and time, thereby determining the yield during the Fund's holding
period. This arrangement results in a fixed rate of return that is not
subject to market fluctuations during the Fund'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 Fund bears a risk of loss in the event that the other party to a
repurchase agreement defaults on its obligations and the Fund 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 Fund
seeks to assert these rights. Bankers Trust, acting under the
supervision of the Board of Trustees of the Fund, reviews the
creditworthiness of those counterparties with which the Fund enters
into repurchase agreements and monitors on an ongoing basis the value
of the securities subject to repurchase agreements to ensure that the
value is maintained at the required level.
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES. To secure prices deemed
advantageous at a particular time, the Fund 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 at the same time as the
reciprocal delivery or payment by the other party to the transaction.
The Fund 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 Fund 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 Fund to risk because the securities may experience
fluctuations in value prior to their actual delivery. The Fund 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
Fund will segregate with the Fund's custodian liquid instruments in an
amount at least equal to the when-issued or delayed-delivery
commitment.
ADDITIONAL INVESTMENT TECHNIQUES
The Fund may enter into reverse repurchase agreements with brokers,
dealers and other financial organizations.
FUND QUALITY AND MATURITY
The Fund will maintain a dollar-weighted average maturity of 90
days or less. All securities in which the Fund invests will have or be
deemed to have remaining maturities of 397 days or less on the date of
their purchase, and will be denominated in U.S. dollars.
<PAGE>
ADDITIONAL INVESTMENT LIMITATIONS
The Fund is subject to Rule 2a-7 under the 1940 Act which generally
requires that a fund not invest more than 5% of its total assets in
the obligations of any one issuer. However, these limitations are not
applicable with respect to Treasuries and U.S. Government Obligations,
and repurchase agreements collateralized thereby, which may be
purchased without limitation. The Fund is also authorized to borrow,
including entering into reverse repurchase transactions, in an amount
up to 5% 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. See the SAI for additional information with
respect to reverse repurchase transactions. At the time of an
investment, the Fund's aggregate holdings of repurchase agreements
having remaining maturities of more than seven calendar days (or which
may not be terminated within seven calendar days upon notice by the
Fund), illiquid securities, and securities lacking readily available
market quotations will not exceed 10% of the Fund's net assets. If
changes in the liquidity of certain securities cause the Fund to
exceed such 10% limit, the Fund 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 Fund. The SAI contains further information on the
Fund's policies and the Fund's investment restrictions.
RISK FACTORS
The Fund follows practices which enable the Fund to attempt to
maintain a $1.00 share price: limiting average maturity of the
securities held by the Fund to 90 days or less; buying securities
which mature in 397 days or less as determined under Rule 2a-7 under
the 1940 Act; 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
Fund invests in high quality money market securities, you should be
aware that your investment is not without risk. All money market
instruments, including Treasuries and U.S. Government Obligations, can
change in value when interest rates or an issuer's creditworthiness
changes.
It is expected that money used to purchase Fund shares will be
comprised primarily of cash received from Bankers Trust clients. It is
expected that the majority of investors in the Fund will issue
standing orders, effective in the late afternoon of each day on which
the Fund is open (each such day, a "Valuation Day"), to "sweep" into
the Fund cash balances remaining in accounts at Bankers Trust. Because
the Fund may receive significant purchase orders late in a Valuation
Day, this may impact the Fund's ability to optimize cash management.
To assist the Fund in remaining fully invested, pursuant to its
request, the Fund has received an order from the SEC granting the Fund
and Bankers Trust permission to jointly enter into repurchase
agreements with non-affiliated banks, broker-dealers or other issuers
with respect to amounts to be received on any day. Such investments
will be apportioned between the Fund and Bankers Trust in such a
manner as to maximize the investment of cash by the Fund.
NET ASSET VALUE
On each Valuation Day, the NAV per share of the Fund is calculated at
3:00 p.m., Eastern time. 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), Good Friday, 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 NAV per share of the Fund is computed by dividing the value of the
Fund's assets, less all liabilities, by the total number of its shares
outstanding. The Fund's NAV per share will normally be $1.00.
The Fund values its portfolio securities by using the amortized cost
method of valuation. This method involves valuing each security held
by the Fund 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 Fund will not be reflected in the Fund's
NAV. All cash receivables and current payments are valued at face
value. Other assets are valued at fair value as determined in good
faith by the Fund's Board of Trustees.
PURCHASE AND REDEMPTION OF SHARES
PURCHASE OF SHARES
The Fund accepts purchase orders for shares of the Fund at the NAV per
share of the Fund next determined on each Valuation Day. See "Net
Asset Value" herein. There is no sales charge on the purchase of
shares. There is no minimum required initial investment amount. Shares
of the Fund may be purchased in only those states where they may be
lawfully sold. The Fund and Edgewood reserve the right to reject any
purchase order.
Investors in the Fund must qualify as both (1) "Accredited Investors"
as defined under Regulation D of the Securities Act of 1933, as
amended and (2) institutional investors.
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 3:00 p.m. Eastern time and 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 3:00 p.m. (Eastern
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 the Transfer Agent. The Transfer Agent may
subcontract with other service providers to perform certain services.
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 3:00 p.m. Eastern 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 3:00 p.m. (Eastern 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 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 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.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Trust intends for the Fund to qualify annually and to elect to be
treated as a "regulated investment company" under the Internal Revenue
Code of 1986, as amended (the "Code").
Provided that the Fund continues to qualify as a regulated investment
company, the Fund will not be subject to U.S. federal income tax on
its investment company taxable income and net capital gains (the
excess of net long-term capital gains over net short-term capital
losses), if any, that it distributes to shareholders. The Fund intends
to distribute to its shareholders, at least annually, substantially
all of its investment company taxable income and net capital gains,
and therefore does not anticipate incurring a federal income tax
liability.
The Fund determines its net income and realized capital gains, if any,
on each Valuation Day at 3:00 p.m. Eastern time. The Fund declares
dividends from its net income on each Valuation Day and pays dividends
monthly. The Fund reserves the right to include realized short-term
gains, if any, in such daily dividends. Distributions of the Fund's
realized long-term capital gains, if any, and any undistributed net
realized short-term capital gains are normally declared and paid
annually in cash at the end of the fiscal year in which they were
earned to the extent they are not offset by any capital loss
carryforwards. Unless a shareholder instructs the Fund to pay
dividends or capital gains distributions in cash, dividends and
distributions will automatically be reinvested at NAV in additional
shares of the Fund.
Dividends paid out of the Fund's investment company taxable income
will be taxable to a U.S. shareholder as ordinary income, provided
that such shareholder is not a tax-exempt entity. Distributions of net
capital gains, if any, designated as capital gain dividends are
taxable as long-term capital gains, regardless of how long the
shareholder has held the Fund's shares, and are not eligible for the
dividends-received deduction applicable to corporations. Shareholders
should consult their own tax adviser concerning the application of
federal, state and local taxes to the distributions they receive from
the Fund.
The Trust is organized as a Massachusetts Business Trust and,
under current law, neither the Trust nor the Fund is liable for any
income or franchise tax in the Commonwealth of Massachusetts, provided
that the Fund continues to qualify as a regulated investment company
under Subchapter M of the Code.
PERFORMANCE INFORMATION AND REPORTS
From time to time, the Fund may report its "current yield" and/or
"effective yield" to investors. The Fund will not publicly advertise
its performance, nor make its performance figures available to
reporting services. 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
report). 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.
Yield is a function of the quality, composition and maturity of the
securities held by the Fund and operating expenses of the Fund. 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 Fund in instruments producing higher yields than the
balance of the Fund'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.
From time to time 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 U.S. Treasury and Repo Average,
which is an average compiled by IBC 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 Lipper Analytical Service, Inc.,
which is a widely recognized, independent service that monitors the
investment performance of mutual funds.
Shareholders will receive financial reports semi-annually that
include the Fund's financial statements, including a listing of
investment securities held by the Fund at those dates. Annual reports
are audited by independent accountants.
MANAGEMENT OF THE FUND AND TRUST
BOARD OF TRUSTEES
The affairs of the Fund and Trust are managed under the supervision of
the Trust's Board of Trustees (referred to herein as the "Fund's Board
of Trustees"). For more information with respect to the Fund's Board
of Trustees, see "Management of the Trust" in the SAI. By virtue of
the responsibilities assumed by Bankers Trust, as administrator of the
Trust, the Trust does not need employees other than its executive
officers. None of the executive officers of the Trust devotes full
time to the affairs of the Fund or Trust.
INVESTMENT ADVISER
Bankers Trust Company, a New York banking corporation with principal
offices at 130 Liberty Street, New York, New York 10006, 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 market. As of June 30, 1997, Bankers Trust
New York Corporation was the seventh largest bank holding company in
the United States with total assets of approximately $129 billion.
Bankers Trust is a worldwide merchant bank dedicated to serving the
needs of corporations, Government, financial institutions and private
clients through a global network of over 120 offices in more than 50
countries. Investment management is a core business of Bankers Trust,
built in 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 $240 billion in assets under management globally.
Bankers Trust, subject to the supervision and direction of the Fund's
Board of Trustees, manages the Fund in accordance with the Fund's
investment objective and stated investment policies, makes investment
decisions for the Fund, places orders to purchase and sell securities
and other financial instruments on behalf of the Fund and employs
professional investment managers and securities analysts who provide
research services to the Fund. All orders for investment transactions
on behalf of the Fund 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 Fund
only if Bankers Trust believes that the affiliate's charge for the
transaction does not exceed usual and customary levels. The Fund will
not invest in obligations for which Bankers Trust or any of its
affiliates is the ultimate obligor or accepting bank. The Fund may,
however, invest in the obligations of correspondents and customers of
Bankers Trust.
Bankers Trust receives a fee from the Fund, computed daily and paid
monthly, at the annual rate of 0.04% of the average daily net assets
of the Fund. Bankers Trust has voluntarily agreed to waive a portion
of its investment advisory fee; without such waivers the Fund's
advisory fee under its Investment Advisory Agreement would equal
0.15%.
Bankers Trust has been advised by its counsel that, in counsel's
opinion, Bankers Trust currently may perform the services for the Fund
and Trust described in this Memorandum and the SAI 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.
ADMINISTRATOR
Under its Administration and Services Agreement with the Trust,
Bankers Trust acts as administrator, transfer agent, shareholder
servicing agent, custodian and dividend disbursing agent. As the
Fund's administrator, Bankers Trust calculates the NAV of the Fund and
generally assists the Board of Trustees of the Fund in all aspects of
the administration and operation of the Trust. Under its
Administration and Services Agreement with the Trust, Bankers Trust
receives a fee, computed daily and paid monthly, at the annual rate of
0.10% of the average daily net assets of the Fund. This fee is
included in the Fund's other expenses (See "Summary of the Fund
Expenses" herein). Under the Administration and Services Agreement,
Bankers Trust may delegate one or more of its responsibilities to
others, including affiliates of Edgewood, at Bankers Trust's expense.
For more information, see the SAI.
PLACEMENT AGENT
Under its Placement Agent Agreement with the Fund, Edgewood, as
Placement Agent, serves as the Trust's principal underwriter on a best
efforts basis. In addition, Edgewood and its affiliates provide the
Trust with office facilities and currently provide administration and
distribution services for other registered investment companies. The
principal business address of Edgewood is Clearing Operations, P.O.
Box 897, Pittsburgh, PA 15230- 0897.
SERVICE AGENT
Bankers Trust acts as Service Agent pursuant to its Administration and
Services Agreement with the Fund and receives no additional
compensation from the Fund for such shareholder services. The services
provided by Bankers Trust as Service Agent may include establishing
and maintaining shareholder accounts, processing purchase and
redemption transactions, performing shareholder sub-accounting,
answering client inquiries regarding the Fund, transmitting proxy
statements, updating offering documents 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 shareholders may reasonably request and agree upon
with the Service Agent.
CUSTODIAN AND TRANSFER AGENT
Bankers Trust acts as custodian of the assets of the Fund and serves
as the transfer agent for the Fund under the Administration and
Services Agreement with the Fund.
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 or private
offering memoranda. 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.
Shareholders of all the series of the Trust will 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.
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, including investment advisory fees, 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.
<PAGE>
BT INSTITUTIONAL FUNDS
INSTITUTIONAL TREASURY ASSETS FUND
Investment Adviser and Administrator
BANKERS TRUST COMPANY
Placement Agent
EDGEWOOD SERVICES, INC.
Custodian and Transfer Agent
BANKERS TRUST COMPANY
Independent Accountants
COOPERS & LYBRAND LLP
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 Confidential
Private Offering Memorandum or its Confidential SAI 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 Confidential Private Offering Memorandum
does not constitute an offer in any state in which, or to any person
to whom, such offer may not lawfully be made.
DO NOT COPY OR CIRCULATE
INVESTOR COPY #
BT INSTITUTIONAL FUNDS
INSTITUTIONAL TREASURY ASSETS FUND
October 31, 1997
CONFIDENTIAL 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 Confidential Statement of Additional Information ("SAI") relates
to the Institutional Treasury Assets Fund (the "Fund"). The Fund seeks
a high level of current income consistent with liquidity and the
preservation of capital. The Fund intends to achieve this objective
through investment in obligations issued or guaranteed by the U.S.
Treasury ("Treasuries"), obligations issued or guaranteed as to the
payment of principal or interest by the U.S. Government or its
agencies, authorities or instrumentalities ("U.S. Government
Obligations") and repurchase agreements collateralized by such
obligations.
Shares of the Fund are sold by Edgewood Services, Inc.
("Edgewood"), the Trust's Distributor (and the Fund's Placement
Agent), primarily to clients and customers of Bankers Trust Company
("Bankers Trust"). Bankers Trust serves as the Fund's investment
adviser (the "Adviser").
THE SECURITIES DESCRIBED HEREIN ARE OFFERED PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND HAVE NOT BEEN REGISTERED WITH OR
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR
ANY OTHER REGULATORY AUTHORITY OF ANY JURISDICTION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CONFIDENTIAL SAI. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SHARES OF THE FUND ARE BEING OFFERED ONLY TO INVESTORS WHO QUALIFY AS
BOTH (1) ACCREDITED INVESTORS AS DEFINED UNDER REGULATION D UNDER THE
SECURITIES ACT AND (2) INSTITUTIONAL INVESTORS. SHARES OF THE FUND ARE
NOT BEING OFFERED TO INDIVIDUALS OR TO ENTITIES ORGANIZED FOR THE
PURPOSE OF INVESTING ON BEHALF OF INDIVIDUALS. NO RESALE OF SHARES MAY
BE MADE UNLESS THE SHARES ARE SUBSEQUENTLY REGISTERED UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
THIS CONFIDENTIAL SAI HAS BEEN PREPARED ON A CONFIDENTIAL BASIS SOLELY
FOR THE INFORMATION OF THE RECIPIENT AND MAY NOT BE REPRODUCED,
PROVIDED TO OTHERS OR USED FOR ANY OTHER PURPOSE.
NO PERSON HAS BEEN AUTHORIZED TO MAKE REPRESENTATIONS OR GIVE ANY
INFORMATION WITH RESPECT TO THE SHARES, EXCEPT THE INFORMATION
CONTAINED HEREIN OR IN THE TRUST'S REGISTRATION STATEMENT FILED UNDER
THE 1940 ACT.
INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY MEET CERTAIN
FINANCIAL REQUIREMENTS AND THAT THEY ARE FAMILIAR WITH AND UNDERSTAND
THE TERMS, RISKS AND MERITS OF AN INVESTMENT IN THE FUND.
The Fund's confidential private offering memorandum, which may be
amended from time to time, is dated October 31, 1997. The Confidential
Private Offering Memorandum provides the basic information investors
should know before investing, and may be obtained without charge by
calling the Fund at 1-800-368-4031. This Confidential SAI, which is
not a Confidential Private Offering Memorandum, is intended to provide
additional information regarding the activities and operations of the
Trust and should be read in conjunction with the Confidential Private
Offering Memorandum. Capitalized terms not otherwise defined in this
Confidential Statement of Additional Information have the meanings
accorded to them in the Fund's Confidential Private Offering
Memorandum.
BANKERS TRUST COMPANY
Investment Adviser and Administrator
EDGEWOOD SERVICES, INC.
Placement Agent
Clearing Operations, P.O. Box 987 Pittsburgh, PA
15230-0897
<PAGE>
TABLE OF CONTENTS
INVESTMENT OBJECTIVE AND POLICIES.............332
FUND TRANSACTIONS.............................443
NET ASSET VALUE...............................554
PURCHASE AND REDEMPTION INFORMATION...........565
MANAGEMENT OF THE TRUST.......................565
ORGANIZATION OF THE TRUST.....................998
TAXES.........................................998
PERFORMANCE INFORMATION.......................10109
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The Fund's Confidential Private Offering Memorandum discusses the
investment objective of the Fund and the policies to be employed to
achieve that objective. This section contains supplemental information
concerning the types of securities and other instruments in which the
Fund may invest, the investment policies and portfolio strategies that
the Fund may utilize and certain risks attendant to those investments,
policies and strategies.
REVERSE REPURCHASE AGREEMENTS
The Fund 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 the Fund 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 the Fund may decline below the
repurchase price of those securities. Reverse repurchase agreements
are considered to be borrowings by the Fund.
U.S. GOVERNMENT OBLIGATIONS
The Fund may invest in Treasuries, U.S. Government Obligations or
repurchase agreements collateralized thereby. Examples of the types of
U.S. Government Obligations that the Fund may hold include, but are
not limited to, in addition to those described in the Confidential
Offering Memorandum, the obligations of the Federal Housing
Administration, Farmers Home Administration, Small Business
Administration, General Services Administration, Central Bank for
Cooperatives, Farm Credit Banks, Federal Home Loan Banks, Federal Home
Loan Mortgage Corporation, Federal Immediate Credit Banks, Federal
Land Banks and Maritime Administration.
THE FOLLOWING FUNDAMENTAL INVESTMENT RESTRICTIONS AND NON-FUNDAMENTAL
INVESTMENT OPERATING POLICIES HAVE BEEN ADOPTED BY THE TRUST, WITH
RESPECT TO THE FUND BECAUSE OF REQUIREMENTS OF FEDERAL SECURITIES LAWS
OR REGULATIONS. UNLESS AN INVESTMENT INSTRUMENT OR TECHNIQUE IS
DESCRIBED IN THE CONFIDENTIAL PRIVATE OFFERING MEMORANDUM, THE FUND
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 the Fund, 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 which is
defined in the 1940 Act as the lesser of (a) 67% or more of the shares
of the Fund present at a shareholder meeting of the Fund if the
holders of more than 50% of the outstanding shares of the Fund are
present or represented by proxy, or (b) more than 50% of the
outstanding shares of the Fund. The percentage limitations contained
in the restrictions listed below apply at the time of the purchase of
the securities.
As a matter of fundamental policy, the Fund may not:
1. Borrow money or mortgage or hypothecate assets of the Fund, except
that in an amount not to exceed 5% of the current value of the
Fund's total 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 5% of such
assets to secure such borrowings (it is intended that money would
be borrowed only from banks or through reverse repurchase
agreements and only either to accommodate redemption requests
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), 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.
2. Underwrite securities issued by other persons except insofar as the 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 use of repurchase
agreements, (b) making loans of portfolio securities 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), except that the Fund may hold and sell, for the Fund's
portfolio, real estate acquired as a result of the Fund's
ownership of securities;
5. Concentrate its investments in any particular industry (excluding
Treasuries and U.S. Government Obligations); 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.
Notwithstanding the foregoing policies, the Fund has no present
intention of engaging in transactions involving dollar rolls, futures
and options contracts or loans of portfolio securities. The Fund will
only engage in such transactions upon approval of the Board of
Trustees and appropriate disclosure to investors.
FUND TURNOVER
The Fund may attempt to increase yield 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 Fund as the purchases and sales of portfolio
securities are usually effected as principal transactions. The Fund's
turnover rate is not expected to have a material effect on their
income and have been and is expected to be zero for regulatory
reporting purposes.
FUND TRANSACTIONS
Decisions to buy and sell securities and other financial instruments
for the Fund are made by Bankers Trust, which also is responsible for
placing these transactions, subject to the overall review of the
Trust's Board of Trustees. Although investment requirements for the
Fund are reviewed independently from those of the other accounts
managed by Bankers Trust, investments of the type the Fund may make
may also be made by these other accounts. When the Fund and one or
more other 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 the Fund or the size of the position obtained or
disposed of by the Fund.
Purchases and sales of securities on behalf of the Fund will be
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. Principal transactions are
not entered into with persons affiliated with the Fund 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 dealers to execute portfolio transactions on behalf of
the Fund, 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 and the financial condition and execution capability of the
dealer 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 services," 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 Fund.
NET ASSET VALUE
The Confidential Private Offering Memorandum discusses the time at
which the NAV per share of the Fund is determined for purposes of
sales and redemptions.
The valuation of the Fund'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 the Fund would receive if it
sold the instrument.
The Fund's use of the amortized cost method of valuing its securities
is permitted by a rule adopted by the SEC. Under this rule, the Fund
must maintain a dollar-weighted average portfolio maturity of 90 days
or less, purchase only instruments having remaining maturities of 397
days or less (as determined under the rule), and invest only in
securities determined by or under the supervision of the Trust's Board
of Trustees to present minimal credit risks.
Pursuant to the rule, the Trust's Board of Trustees also has
established procedures designed to allow investors in the Fund 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 the Fund's holdings by the Trust's
Board of Trustees, at such intervals as it deems appropriate, to
determine whether the value of the Fund'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 the Fund's assets based on available market quotations or
market equivalents and such valuation based on amortized cost must be
examined by the Trust's Board of Trustees. In the event the Trust'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 Trust's Board of Trustees must
cause the Fund to take such corrective action as the 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 Fund's assets by using available market quotations.
PURCHASE AND REDEMPTION INFORMATION
The Trust may suspend the right of redemption or postpone the date of
payment for shares of the Fund during any period when: (a) trading on
the New York Stock Exchange ("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 Placement Agent Agreement, Edgewood acts as
Placement Agent on a "best efforts" basis with respect to the sale of
shares of the Fund. In addition to Edgewood's duties as Placement
Agent, Edgewood may, in its discretion, perform additional functions
in connection with transactions in the shares of the Fund.
MANAGEMENT OF THE TRUST The Trust's Board of Trustees is composed
of persons experienced in financial matters who meet throughout the
year to oversee the activities of the Fund. In addition, the Trustees
review contractual arrangements with companies that provide services
to the Fund and review the Fund's performance.
The Trustees and officers of the Trust, their birthdates, and
their principal occupations during the past five years are set forth
below. Their titles may have varied during that period. Unless
otherwise indicated, the address of each officer is Clearing
Operations, P.O. Box 897, Pittsburgh, PA 15230-0897.
TRUSTEES OF THE TRUST
CHARLES P. BIGGAR (birthdate: October 13, 1930) -- 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.
RICHARD J. HERRING (birthdate: February 18, 1946) -- Trustee;
Vice Dean and Director, Wharton Undergraduate Division, Professor,
Finance Department, The Wharton School, University of Pennsylvania.
His address is 3255 Roberts Road, Bryn Mawr, Pennsylvania 19010.
BRUCE E. LANGTON (birthdate: May 10, 1931) -- 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.
OFFICERS OF THE TRUST
RONALD M. PETNUCH (birthdate: February 27, 1960) ---- President and
Treasurer; Senior Vice President, Federated Services Company ("FSC");
formerly, Director of Proprietary Client Services, Federated
Administrative Services ("FAS"), and Associate Corporate Counsel,
Federated Investors ("FI").
CHARLES L. DAVIS, JR. (birthdate: March 23, 1960) ---- Vice
President and Assistant Treasurer; Vice President, FAS.
JAY S. NEUMAN (birthdate: April 22, 1950) ---- Secretary;
Corporate Counsel, FI.
Messrs. Davis, Neuman, and Petnuch also hold similar positions
for other investment companies for which Edgewood, 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. No director, officer or employee of
Edgewood or any of its affiliates will receive any compensation from
the Trust for serving as
an officer or Trustee of the Trust.
<PAGE>
TRUSTEE COMPENSATION TABLE
The following table reflects fees paid to the Trustees of the Trust:
AGGREGATE TOTAL COMPENSATION
NAME OF PERSON, COMPENSATION FROM FUND COMPLEX**
POSITION FROM TRUST* PAID TO TRUSTEES+
- ----------------------- ----------- -----------------
Richard J. Herring, $14,701 $29,980
Trustee
Bruce E. Langton, $14,628 $29,940
Trustee
Philip W. Coolidge++, $764 $2,500
Trustee
Charles P. Biggar, $13,965 $24,620
Trustee
* Information is furnished for the twelve month period ended June 30, 1997.
** Aggregated information is furnished for the BT Family of
Funds which consists of the following: BT Investment Funds,
BT Institutional Funds, BT Pyramid Mutual Funds, BT Advisor
Funds, BT Investment Portfolios, Cash Management Portfolio,
Treasury Money Portfolio, Tax Free Money Portfolio, NY Tax
Free Money Portfolio, International Equity Portfolio, Utility
Portfolio, Short Intermediate US Government Securities
Portfolio, Intermediate Tax Free Portfolio, Asset Management
Portfolio, Equity 500 Index Portfolio, and Capital
Appreciation Portfolio.
+ The information provided is for the last calendar year end.
++ Mr. Coolidge resigned as Trustee of the Trust effective August 11, 1997.
As of October 20, 1997, the Trustees and officers of the Trust and the
Funds owned in the aggregate less than 1% of the shares of any Fund or
the Trust (all series taken together).
INVESTMENT ADVISER
Under the terms of an Advisory Agreement between the Fund and Bankers
Trust, Bankers Trust manages the Fund subject to the supervision and
direction of the Board of Trustees of the Fund. Bankers Trust will:
(i) act in strict conformity with the Fund's Declaration of Trust, the
1940 Act and the Investment Advisers Act of 1940, as the same may from
time to time be amended; (ii) manage the Fund in accordance with the
Fund's investment objectives, restrictions and policies, as stated
herein and in the Confidential Private Offering Memorandum; (iii) make
investment decisions for the Fund; and (iv) place purchase and sale
orders for securities and other financial instruments on behalf of the
Fund. Bankers Trust bears all expenses in connection with the
performance of services under the Advisory Agreement. The Fund bears
certain other expenses incurred in its operation, including: taxes,
interest, brokerage fees and commissions, if any; fees of Trustees of
the Trust who are not officers, directors or employees of Bankers
Trust, Edgewood or any of their affiliates; SEC fees and state Blue
Sky filing fees, if any; administrative and services fees; 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 confidential private offering memoranda and
confidential 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; and any extraordinary 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 Fund, 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 Trust 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 Fund, Bankers Trust will not inquire or take
into consideration whether an issuer of securities proposed for
purchase or sale by the Fund 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 Board of Trustees of the Trust reasonably deems
necessary for the proper administration of the Trust. Bankers Trust
will generally assist in all aspects of the Fund's 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), 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, if applicable; supply supporting documentation for
meetings of the Board of Trustees; provide monitoring reports and
assistance regarding compliance with the Trust's Declaration of Trust,
by-laws, investment objectives and policies and with applicable
federal and state securities laws; arrange for appropriate insurance
coverage; calculate the NAV, 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") FSC performs such sub-administration duties for the Trust
as from time to time may be agreed upon by Bankers Trust and FSC. The
Sub-Administration Agreement provides that FSC will receive such
compensation as from time to time may be agreed upon by FSC and
Bankers Trust. All such compensation will be paid by Bankers Trust.
CUSTODIAN AND TRANSFER AGENT
Bankers Trust, 130 Liberty Street, New York, New York 10006, serves as
custodian and transfer agent for the Trust and as custodian for the
Fund pursuant to the administration and services agreements discussed
above. As custodian, Bankers Trust holds the Fund's assets. For such
services, Bankers Trust receives monthly fees from the Fund, which are
included in the administrative services fees discussed above. As
transfer agent for the Trust, Bankers Trust maintains the shareholder
account records for the 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 Fund 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 Fund contemplated by
the Advisory Agreement and other activities for the Trust described in
the Confidential Private Offering Memorandum and this Confidential SAI
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. If the
circumstances described above should change, the 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 dealers 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 LLP, 1100 Main Street, Suite 900, Kansas City, Missouri
64105 has been selected as Independent Accountants for the Trust.
ORGANIZATION OF THE TRUST
The Trust was organized on March 26, 1990, as an unincorporated
business association under the laws of the Commonwealth of
Massachusetts ("Massachusetts Business 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, and may divide the shares of any series into one or
more classes, in the future. The Declaration of Trust of the 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 of the Fund are
not transferable nor do shares have preemptive, conversion or
subscription rights.
The Trust is not required to hold annual meetings of shareholders but
will hold special meetings of shareholders when in the judgment 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 the Fund,
shareholders of the 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.
TAXES The following is only a summary of certain tax
considerations generally affecting the Fund and its shareholders, and
is not intended as a substitute for careful tax planning. Shareholders
are urged to consult tax advisers with specific reference to their tax
situations.
The Trust intends that the Fund qualify as a separate regulated
investment company under the Internal Revenue Code of 1986, as amended
(the "Code"). Provided that the Fund is a regulated investment
company, the Fund will not be liable for Federal income taxes to the
extent all of its taxable net investment income and net realized long
and short-term capital gains, if any, are distributed to its
shareholders. Although the Trust expects the Fund to be relieved of
all or substantially all Federal income taxes, depending upon the
extent of its activities in states and localities in which its offices
are maintained, in which its agents or independent contractors are
located or in which they are otherwise deemed to be conducting
business, that portion of the 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 the Fund would reduce the amount of income and
gains available for distribution to its shareholders.
While the Fund does not expect to realize net long-term capital gains,
any such gains realized will be distributed annually as described in
the Fund's Confidential Private Offering Memorandum. Such
distributions ("capital gain dividends"), if any, will be taxable to
non tax-exempt shareholders as long-term capital gains, regardless of
how long a shareholder has held Fund shares.
As described herein and in the Fund's Confidential Private Offering
Memorandum, the Fund is designed to provide investors with liquidity
and current income. The Fund is not intended to constitute a balanced
investment program and is not designed for investors seeking capital
gains, maximum income or maximum tax-exempt income irrespective of
fluctuations in principal.
PERFORMANCE INFORMATION
The "effective yield" of the Fund 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 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
Effective Yield = [(1 + Base Period Return)365/7] - 1
<PAGE>
BT INSTITUTIONAL FUNDS
INSTITUTIONAL TREASURY ASSETS FUND
Investment Adviser and Administrator
BANKERS TRUST COMPANY
Placement Agent
EDGEWOOD 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 Confidential
Private Offering Memorandum or its Confidential SAI 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 Confidential SAI does not constitute an
offer in any state in which, or to any person to whom, such offer may
not lawfully be made
PART C OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) To be filed by amendment.
(b) EXHIBITS:
(1) (i) Conformed copy of Amended and Restated Declaration of Trust
of the Trust; 5.
(ii) Fifth Amended and Restated Establishment and Designation of
Series of the Trust; 5.
(iii) Sixth Amended and Restated Establishment and Designation of
Series of the Trust; 5.
(iv) Seventh Amended and Restated Establishment and Designation
of Series of the Trust; 5.
(v) Eighth Amended and Restated Establishment and Designation of
Series of the Trust; 5.
(vi) Ninth Amended and Restated Establishment and Designation of
Series of the Trust; 5.
(vii) Tenth Amended and Restated Establishment and Designation of
Series of the Trust; 5.
(viii) Eleventh Amended and Restated Establishment and Designation
of Series of the Trust; 7.
(2) Copy of By-Laws of the Trust; 5.
(3) Not Applicable.
(4) Copy of Specimen stock certificates for shares of beneficial
interest of the Trust; 1.
(5) Conformed copy of Investment Advisory Agreement; 7.
(6) Conformed copy of Distributor's Contract; 9.
(i) Conformed copy of Exclusive Placement Agent Agreement -
Institutional Daily Assets Fund; 9.
(7) Not applicable.
(8) (i) Conformed Copy of Custodian Agreement of Registrant; 10.
(ii) Amendment #1 to Exhibit A of Custodian Agreement; 10.
(9) (i) Administration and Services Agreement; 5.
(ii) Schedule of Fees under Administration and Service
Agreement; 7.
(iii) Exhibit D to the Administration and Services Agreement; 10.
(10) Not Applicable.
(11) Conformed Copy of Consent of Independent Accountants; 11.
(12) Not Applicable.
- --------------------
+ All exhibits have been filed electronically.
1. Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registrant's registration statement on Form N-1A ("Registration
Statement") as filed with the Securities and Exchange Commission
("Commission") on July 20, 1990.
5. Incorporated by reference to Post-Effective Amendment No. 15 to
the Registration Statement as filed with the Commission on
July 5, 1995.
7. Incorporated by reference to Amendment No. 21 to the Registration
Statement as filed with the Commission on September 24, 1996.
9. Incorporated by reference to Post-Effective Amendment No. 19 to
the Registration Statement as filed with the Commission on
March 17, 1997.
10. Incorporated by reference to Post-Effective Amendment No. 20 to
the Registration Statement as filed with the Commission on
September 10, 1997.
11. Incorporated by reference to Post-Effective Amendment No. 26 to
the Registration Statement as filed with the Commission on
October 7, 1997.
(13) (i) Conformed copy of investment representation letter of
initial shareholder of the Equity 500 Index Fund; 3.
(ii) Conformed copy of investment representation letter of
initial shareholder of the Institutional Liquid Assets
Fund; 5.
(iii) Conformed copy of investment representation letter of
initial shareholder of the Institutional Daily Assets
Fund; 7.
(14) Not Applicable.
(15) (i) Conformed copy of Plan of Distribution; 9. (ii) Copy of
Schedule A under the Plan of Distribution; 10.
(16) (i) Copy of method of computation of performance information
for money market funds; 2.
(ii) Copy of method of computation of performance information
for non-money market funds; 3.
(17) Financial Data Schedule for BT Institutional Daily Assets Fund; +.
(18) Copy of Multiple Class Expense Allocation Plan Adopted Pursuant
to Rule 18f-3.; 10.
(19) Conformed copy of Power of Attorney of Registrant; 10.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:
None
+ All exhibits have been filed electronically.
2. Incorporated by reference to Post-Effective Amendment No. 1 to
the Registration Statement as filed with the Commission on
February 29, 1991.
3. Incorporated by reference to Post-Effective Amendment No. 4 to
the Registration Statement as filed with the Commission on April
30, 1992.
7. Incorporated by reference to Amendment No. 21 to the Registration
Statement as filed with the Commission on September 24, 1996.
8. Incorporated by reference to Post-Effective Amendment No. 17 to
the Registration Statement as filed with the Commission on April
30, 1996.
9. Incorporated by reference to Post-Effective Amendment No. 19 to
the Registration Statement as filed with the Commission on March
17, 1997
10. Incorporated by reference to Post-Effective Amendment No. 20 to
the Registration Statement as filed with the Commission on
September 10, 1997.
11. Incorporated by reference to Post-Effective Amendment No. 26 to
the Registration Statement as filed with the Commission on
October 7, 1997.
<PAGE>
Item 26. NUMBER OF HOLDERS OF SECURITIES:
Title of Class Number of Record Holders
AS OF SEPTEMBER 8, 1997
Institutional Cash Management Fund: 728
Institutional Treasury Money Fund: 614
Institutional Tax Free Money Fund: 0
Institutional NY Tax Free Money Fund: 0
Institutional Equity 500 Index Fund: 195
BT Institutional Capital Appreciation Fund: 0
Institutional Liquid Assets Fund: 3
Institutional Cash Reserves: 268
Institutional Daily Assets Fund: 1
International Equity Fund
Class I 4
Class II 1
Global Emerging Markets Equity Fund 0
International Small Company Equity Fund 0
Item 27. INDEMNIFICATION; 8
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:
Bankers Trust serves as investment adviser to the Fund's Portfolio.
Bankers Trust, a New York banking corporation, is a wholly owned
subsidiary of Bankers Trust New York Corporation. Bankers Trust
conducts a variety of commercial banking and trust activities and is a
major wholesale supplier of financial services to the international
institutional market. To the knowledge of the Trust, none of the
directors or officers of Bankers Trust, except those set forth below,
is or has been at anytime during the past two fiscal years engaged in
any other business, profession, vocation or employment of a
substantial nature, except that certain directors and officers also
hold various positions with and engage in business for Bankers Trust
New York Corporation. Set forth below are the names and principal
businesses of the directors and officers of Bankers Trust who are or
during the past two fiscal years have been engaged in any other
business, profession, vocation or employment of a substantial nature.
These persons may be contacted c/o Bankers Trust Company, 130 Liberty
Street, New York, New York 10006.
George B. Beitzel, International Business Machines Corporation, Old
Orchard Road, Armonk, NY 10504. Director, Bankers Trust Company;
Retired senior vice president and Director, International Business
machines Corporation; Director, Computer Task Group; Director,
Phillips Petroleum Company; Director, Caliber Systems, Inc. (formerly,
Roadway Services Inc.); Director, Rohm and Haas Company; Director, TIG
Holdings; Chairman emeritus of Amherst College; and Chairman of the
Colonial Willimsburg Foundation.
Richard H. Daniel, Bankers Trust Company, 130 Liberty Street, New
York, New York 10006. Vice chairman and chief financial officer,
Bankers Trust Company and Bankers Trust New York Corporation;
Beneficial owner, general partner, Daniel Brothers, Daniel Lingo &
Assoc., Daniel Pelt & Assoc.; Beneficial owner, Rhea C. Daniel Trust.
- --------------------
8. Incorporated by reference to Post-Effective Amendment No. 17 to
the Registration Statement as filed with the Commission on
April 30, 1996.
<PAGE>
Philip A. Griffiths, Bankers Trust Company, 130 Liberty Street, New
York, New York 10006. Director, Institute for Advanced Study;
Director, Bankers Trust Company; Chairman, Committee on Science,
Engineering and Public Policy of the National Academies of Sciences
and Engineering & the Institute of Medicine; and Chairman and member,
Nominations Committee and Committee on Science and Engineering
Indicators, National Science Board; Trustee, North Carolina School of
Science and Mathematics and the Woodward Academy.
William R. Howell, J.C. Penney Company, Inc., P.O. Box 10001,
Plano, TX 75301-0001. Chairman Emeritus, J.C. Penney Company, Inc.;
Director, Bankers Trust Company; Director, Exxon Corporation;
Director, Halliburton Company; Director, Warner-Lambert Corporation;
Director, The Williams Companies, Inc.; and Director, National Retail
Federation.
Vernon E. Jordan, Jr., Akin, Gump, Strauss, Hauer & Feld, LLP, 1333
New Hampshire Ave., N.W., Washington, DC 20036. Senior Partner, Akin,
Gump, Strauss, Hauer & Feld, LLP; Director, Bankers Trust Company;
Director, American Express Company; Director, Dow-Jones, Inc.;
Director, J.C. Penney Company, Inc.; Director, Revlon Group
Incorporated; Director, Ryder System, Inc.; Director, Sara Lee
Corporation; Director, Union Carbide Corporation; Director, Xerox
Corporation; Trustee, Brookings Institution; Trustee, The Ford
Foundation; and Trustee, Howard University.
David Marshall, 130 Liberty Street, New York, New York 10006. Chief
Information Officer and Executive Vice President, Bankers Trust New
York Corporation; Senior Managing Director, Bankers Trust Company.
Hamish Maxwell, Philip Morris Companies Inc., 120 Park Avenue, New
York, NY 10006. Retired Chairman and Chief Executive Officer, Philip
Morris Companies Inc.; Director, Bankers Trust Company; Director, The
News Corporation Limited; Director, Sola International Inc.; and
Chairman, WWP Group pic.
Frank N. Newman, Bankers Trust Company, 130 Liberty Street, New York,
New York 10006. Chairman of the Board, Chief Executive Officer and
President, Bankers Trust New York Corporation and Bankers Trust
Company; Director, Bankers Trust Company; Director, Dow-Jones, Inc.;
and Director, Carnegie Hall.
N.J. Nicholas Jr., 745 Fifth Avenue, New York, NY 10020.
Director, Bankers Trust Company; Director, Boston Scientific
Corporation; and Director, Xerox Corporation.
Russell E. Palmer, The Palmer Group, 3600 Market Street, Suite 530,
Philadelphia, PA 19104. Chairman and Chief Executive Officer of The
Palmer Group; Director, Bankers Trust Company; Director, Allied-Signal
Inc.; Director, Federal Home Loan Mortgage Corporation; Director, GTE
Corporation; Director, The May Department Stores Company; Director,
Safeguard Scientifics, Inc.; and Trustee, University of Pennsylvania.
Donald L. Staheli, Bankers Trust Company, 130 Liberty Street, New
York, New York 10006. Chairman of the Board and Chief Executive
Officer, Continental Grain Company; Director, Bankers Trust Company;
Director, ContiFinancial Corporation; Director, Prudential Life
Insurance Company of America; Director, Fresenius Medical Care, A.g.;
Director, America-China Society; Director, National Committee on
United States-China Relations; Director, New York City Partnership;
Chairman, U.S.-China Business Council; Chairman, Council on Foreign
Relations; Chairman, National Advisor Council of Brigham Young
University's Marriott School of Management; Vice Chairman, The Points
of Light Foundation; and Trustee, American Graduate School of
International Management.
Patricia Carry Stewart, c/o Office of the Secretary, 130 Liberty
Street, New York, NY 10006. Director, Bankers Trust Company; Director,
CVS Corporation; Director, Community Foundation for Palm Beach and
Martin Counties;
Trustee Emerita, Cornell University.
George J. Vojta, Bankers Trust Company, 130 Liberty Street, New York,
NY 10006. Vice Chairman, Bankers Trust New York Corporation and
Bankers Trust Company; Director, bankers Trust Company; Director;
Alicorp S.A.; Director; Northwest Airlines; Director, Private Export
Funding Corp.; Director, New York State Banking Board; Director, St.
Lukes-Roosevelt Hospital Center; Partner, New York City Partnership;
and Chairman, Wharton Financial Services Center.
Paul A. Volcker, Bankers Trust Company, 130 Liberty Street, New York,
New York 10006. Director, Bankers Trust Company; Director, American
Stock Exchange; Director, Nestle S.A.; Director, Prudential Insurance
Company; Director, UAL Corporation; Chairman, Group of 30; North
American Chairman, Trilateral Commission; Co-Chairman, Bretton Woods
Committee; Co-Chairman, U.S./Hong Kong Economic Cooperation Committee;
Director, American Council on Germany; Director, Aspen Institute;
Director, Council on Foreign Relations; Director, The Japan Society;
and Trustee, The American Assembly.
Melvin A. Yellin, Bankers Trust Company, 130 Liberty Street, New York,
New York 10006. Senior Managing Director and General Counsel of
Bankers Trust New York Corporation and Bankers Trust Company;
Director, 1136 Tenants Corporation; and Director, ABA Securities
Association.
<PAGE>
Item 29. PRINCIPAL UNDERWRITERS:
a) Edgewood Services, Inc. the Distributor for
shares of the Registrant, acts as principal
underwriter for the following open-end
investment companies, including the
Registrant: BT Advisor Funds, BT
Institutional Funds, BT Investment Funds, BT
Pyramid Mutual Funds, Excelsior Funds,
Excelsior Funds, Inc., (formerly, UST Master
Funds, Inc.), Excelsior Institutional Trust,
Excelsior Tax-Exempt Funds, Inc. (formerly,
UST Master Tax-Exempt Funds, Inc.), FTI
Funds, FundManager Portfolios, Great Plains
Funds, Marketvest Funds, Marketvest Funds,
Inc., Old Westbury Funds, Inc. and WesMark
Funds.
<TABLE>
<CAPTION>
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
<S> <C> <C>
Lawrence Caracciolo Director, President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Arthur L. Cherry Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
J. Christopher Donahue Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ronald M. Petnuch Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas P. Schmitt Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas P. Sholes Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Assistant Secretary
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas J. Ward Assistant Secretary, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Kenneth W. Pegher, Jr. Treasurer, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
(c) Not Applicable.
</TABLE>
<PAGE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS:
BT INSTITUTIONAL FUNDS: Federated Investor Tower
("Registrant") Pittsburgh, PA 15222-3779
BANKERS TRUST COMPANY: 130 Liberty Street
("Adviser, Custodian and New York, NY 10006
Administrator")
INVESTORS FIDUCIARY TRUST COMPANY: 127 West 10th Street
("Transfer Agent and Dividend Kansas City, MO 64105
Disbursing Agent")
EDGEWOOD SERVICES, INC.: Clearing Operations
("Distributor") P.O. Box 897
Pittsburgh, PA 15230-0897
Item 31. MANAGEMENT SERVICES:
Not applicable.
Item 32. UNDERTAKINGS:
Registrant hereby undertakes to file a post-effective amendment,
using financial statements on behalf of International Equity Fund,
which need not be certified, within four to six months from the
effective date of Post-Effective Amendment No. 18.
Registrant hereby undertakes to file a post-effective amendment,
using financial statements on behalf of International Small Company
Equity Fund, which need not be certified, within four to six months
from the effective date of Post-Effective Amendment No. 20.
Registrant hereby undertakes to file a post-effective amendment,
using financial statements on behalf of Treasury Assets Fund, which
need not be certified, within four to six months from the effective
date of Post-Effective Amendment No. 27.
Registrant hereby undertakes to comply with the
provisions of Section 16(c) of the 1940 Act with respect to the
removal of Trustees and the calling of special shareholder meetings by
shareholders.
Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of
1940, the Registrant, BT INSTITUTIONAL FUNDS, has duly caused this
Amendment to its Registration Statement to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of Pittsburgh
and the Commonwealth of Pennsylvania on the 31st of October, 1997.
BT INSTITUTIONAL FUNDS
By: /s/ Jay S. Neuman
Jay S. Neuman, Secretary
October 31, 1997
