INSTITUTIONAL TREASURY ASSETS FUND
(A PORTFOLIO OF BT INSTITUTIONAL FUNDS)
SUPPLEMENT TO PRIVATE OFFERING MEMORANDUM DATED APRIL 30, 1998,
SUPPLANTING SUPPLEMENT DATED JULY 23, 1998
Effective August 11, 1998, ICC Distributors, Inc. will replace Edgewood
Services, Inc. ("Edgewood") as placement agent of the above-named investment
company. ICC Distributors, Inc. is a registered broker/dealer with principal
offices at Two Portland Square, Portland, Maine 04101 and is not affiliated with
Bankers Trust. Accordingly, references throughout the private offering
memorandum to Edgewood should be replaced with references to ICC Distributors,
Inc. and its affiliates, respectively, as appropriate. However, affiliates of
Edgewood may continue to perform certain fund administration duties, at Bankers
Trust's expense.
THE FOLLOWING SUPPLEMENTS THE SECTION "MANAGEMENT OF THE FUND AND TRUST" IN THE
FUND'S PRIVATE OFFERING MEMORANDUM:
Bankers Trust is a wholly owned subsidiary of Bankers Trust Corporation. On
November 30, 1998, Bankers Trust Corporation entered into an Agreement and Plan
of Merger with Deutsche Bank AG under which Bankers Trust Corporation would
merge with and into a subsidiary of Deutsche Bank AG. Deutsche Bank AG is a
major global banking institution that is engaged in a wide range of financial
services, including investment management, mutual funds, retail and commercial
banking, investment banking and insurance. The transaction is contingent upon
various regulatory approvals, and continuation of the Fund's advisory
relationship with Bankers Trust thereafter is subject to the approval of Fund
shareholders. If the transaction is approved and completed, Deutsche Bank AG, as
Bankers Trust's new parent company, will control its operations as investment
adviser. Bankers Trust believes that, under this new arrangement, the services
provided to the Fund will be maintained at their current level.
* * *
On March 11, 1999, Bankers Trust announced that it had reached an agreement with
the United States Attorney's Office in the Southern District of New York to
resolve an investigation concerning inappropriate transfers of unclaimed funds
and related record-keeping problems that occurred between 1994 and early 1996.
Pursuant to its agreement with the U.S. Attorney's Office, Bankers Trust pleaded
guilty to misstating entries in the bank's books and records and agreed to pay a
$60 million fine to federal authorities. Separately, Bankers Trust agreed to pay
a $3.5 million fine to the State of New York. The events leading up to the
guilty pleas did not arise out of the investment advisory or mutual fund
management activities of Bankers Trust or its affiliates.
As a result of the plea, absent an order from the SEC, Bankers Trust would not
be able to continue to provide investment advisory services to the Fund. The SEC
has granted a temporary order to permit Bankers Trust and its affiliates to
continue to provide investment advisory services to registered investment
companies. There is no assurance that the SEC will grant a permanent order.
MARCH 29, 1999
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
