December 31, 1999
(GRAPHIC APPEARS HERE)
BT Mutual Funds
Institutional
Treasury Assets Fund
Annual Report
Trust: BT Institutional Funds
Investment Advisor: Bankers Trust Company
<PAGE>
Institutional Treasury Assets Fund
Table of Contents
Letter to Shareholders 3
Institutional Treasury Assets Fund
Schedule of Investments 5
Statement of Assets and Liabilities 7
Statement of Operations 7
Statements of Changes in Net Assets 8
Financial Highlights 8
Notes to Financial Statements 9
Report of Independent Accountants 10
Tax Information 10
Proxy Results 11
----------
The Fund is not insured by the FDIC and is not a deposit, obligation
of or guaranteed by Bankers Trust Company. The Fund is subject to
investment risks, including possible loss of principal amount invested.
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2
<PAGE>
Institutional Treasury Assets Fund
Letter to Shareholders
We are pleased to present you with this annual report for the Institutional
Treasury Assets Fund (the "Fund"), providing a detailed review of the market,
the portfolio, and our outlook. Included are a complete financial summary of
the Fund's operations and a listing of the portfolio's holdings.
MARKET ACTIVITY
Three major factors impacted the money markets over the annual period ended
December 31, 1999--the ongoing extraordinary performance of the U.S. economy,
the actions of the Federal Reserve Board, and the liquidity concerns surrounding
Y2K. These factors combined to push yields on short-term money market securities
significantly higher.
Rapid U.S. economic growth, benign inflation, the lowest unemployment rate in a
generation, and a spectacular runup in the U.S. equity market gave consumers the
confidence necessary to utilize their purchasing power.
o Housing, retail sales, and auto sales were all at historic levels.
o Subdued wage demands, competitive pressures, productivity improvements and
global overcapacity combined to keep prices in check.
o Simultaneously, foreign economies around the world showed clear signs of
recovery, with growth rates in Europe and Asia, in particular, increasing
throughout the year.
The Federal Reserve Board raised interest rates three times during 1999.
o The Federal Reserve Board argued that the pace of the economy could not be
indefinitely supported by labor force growth and productivity and thus may
rekindle inflation.
o Consequently, on June 30, August 24, and November 16, the Federal Reserve
Board raised interest rates by 0.25% each time, leaving the targeted federal
funds rate at 5.50% at the end of the year.
Money market investors and issuers alike believed liquidity would be scarce over
year-end, as anticipation of Y2K grew increasingly uncertain over the last
quarter of 1999.
o Both corporate and asset-backed issuers flooded the market with paper early in
the fourth quarter, hoping to secure their year-end financing.
Portfolio Diversification
By Asset Type as of December 31, 1999
(percentages are based on net assets)
(PIE CHART APPEARS HERE)
U.S. Treasury U.S. Government and
Notes 12% Agency Obligations 16%
U.S. Treasury
Bills 10%
Floating Rate
Notes 9%
Repurchase
Agreements 53%
o To calm the markets, the Fed announced in October that it would provide the
market with several liquidity programs, including a repurchase agreement
facility with expanded collateral guidelines and a Standby Financing Facility.
o As with most other secular Y2K fears, the money markets' liquidity concerns
also turned out to be for naught.
INVESTMENT REVIEW
We were able to produce competitive yields in the Institutional Treasury Assets
Fund. We maintained a neutral to the benchmark weighted average maturity
position for most of the first half of the annual period, as the Federal Reserve
Board remained neutral. As the yield curve steepened, we began to implement our
Y2K strategy, i.e. a "barbell" strategy through the purchase of longer-dated
Treasury securities that not only enabled us to take advantage of the higher
yields but also to begin accumulating securities and term repurchase agreements
maturing early in the year 2000, avoiding any liquidity issues that may have
arisen.
It must also be noted that a strong technical condition existed in the
short-term Treasury market for much of the year. This condition was generally
attributed to the cutback of overall
<TABLE>
<CAPTION>
Average Annual
Cumulative Total Returns Total Returns Annualized
7 day 7 day
Past 1 Since Past 1 Since current effective
Periods ended December 31, 1999 year inception year inception yield yield
- --------------------------------------------------------------------------------------------------------------------
<S><C>
Institutional Treasury
Assets Fund(1)(inception 12/1/97) 4.97% 11.14% 4.97% 5.21% 4.96% 5.09%
- --------------------------------------------------------------------------------------------------------------------
IBC Government
Institutional
Money Funds Average 4.70% 10.52% 4.70% 4.92% 5.06% 5.19%
</TABLE>
- ----------
(1)PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. Yields will vary.
Yields quoted for money market funds most closely reflect the fund's current
earnings. An investment in a money market fund is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.
Although money market funds seek to maintain a share value of $1.00 per
share, it is possible to lose money by investing in the Fund. "Current yield"
refers to the income generated by an investment in the Fund over a 7-day
period. This income is then "annualized." 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.
3
<PAGE>
Institutional Treasury Assets Fund
Letter to Shareholders
issuance by the Treasury, and at times to investors' decisions to remain on the
sidelines as they sought to avoid volatile stock and bond markets while the Fed
was in a tightening mode. Toward the end of the year, the Treasury temporarily
increased the size of weekly bill issuance and also issued cash management
bills. This action added much needed liquidity to the market at year end.
MANAGER OUTLOOK
We now know that the concerns and fears surrounding Y2K turned out to be a
non-event. The world at large and the financial markets in particular continued
to hum along without interruption. Looking ahead for the near term, we believe
the U.S. economy still has substantial momentum, and the financial fundamentals
for both households and businesses remain strong. Thus, we also feel that it
will take somewhat higher interest rates to tone down the economy. The Federal
Reserve Board could, in our view, continue to increase rates in the first half
of the year 2000, as it seeks to slow real economic growth to a more sustainable
pace.
Clearly, then, the degree of tightening and the timing of the Federal Reserve
Board's next moves will be key to U.S. money market performance in the months
ahead. So, too, will supply and demand factors.
For example, as the need for permanent financing of government debt decreases,
the U.S. Treasury will likely continue to significantly cut back longer-term
issuance, and when temporary needs arise, issue larger cash management bills.
Consequently, the supply of both U.S. Treasuries and repurchase agreements
collateralized by Treasuries will likely decrease. In the Treasury Assets Fund,
then, we intend to purchase term repurchase agreements to maintain competitive
yields for the Portfolio. We also anticipate managing the Fund with a shorter
duration than in 1999 to be well positioned for any potential Fed rate
increases.
We will, of course, continue to closely observe economic conditions and how they
affect the financial markets, as we seek to provide high current income
consistent with liquidity and capital preservation.
We appreciate your support of the Institutional Treasury Assets Fund and look
forward to continuing to serve your investment needs for many years ahead.
/s/ Darlene M. Rasel
Darlene M. Rasel
Portfolio Manager of the Treasury Assets Fund
December 31, 1999
4
<PAGE>
Institutional Treasury Assets Fund
Schedule of Investments December 31, 1999
Principal
Amount Description Value
- --------- ----------- -----
Floating Rate Notes - 9.4%
Federal National Mortgage
Association,
Daily Variable Rate:
$ 10,000,000 5.11%, 7/17/00 $ 9,997,303
-------------
Federal Home Loan Bank,
Monthly Variable Rate:
10,000,000 4.778%, 3/15/00 9,998,848
20,000,000 4.775%, 5/12/00 19,993,869
10,000,000 5.01%, 7/12/00 9,997,364
10,000,000 5.29%, 11/22/00 9,992,874
-------------
49,982,955
-------------
Total Floating Rate Notes
(Amortized Cost $59,980,258) 59,980,258
-------------
U.S. Treasury Bills - 10.1%
20,000,000 5.135%, 1/13/00 19,965,766
25,000,000 5.19%, 1/13/00 24,954,625
10,000,000 5.375%, 3/23/00 9,877,569
10,000,000 5.28%, 3/30/00 9,869,467
-------------
Total U.S. Treasury Bills
(Amortized Cost $64,667,427) 64,667,427
-------------
U.S. Treasury Notes - 12.2%
6,000,000 7.75%, 1/31/00 6,013,945
30,000,000 5.875%, 2/15/00 30,026,851
28,000,000 7.125%, 2/29/00 28,086,926
14,000,000 6.25%, 5/31/00 14,037,876
-------------
Total U.S. Treasury Notes
(Amortized Cost $78,165,598) 78,165,598
-------------
United States
Government And Agency Obligations - 15.5%
Federal Home Loan Mortgage
Corporation:
15,000,000 5.55%, 2/22/00 14,879,750
14,945,000 5.47%, 2/24/00 14,822,376
25,000,000 5.53%, 2/24/00 24,792,624
10,000,000 5.53%, 3/2/00 9,906,297
12,865,000 5.55%, 3/9/00 12,730,132
5,000,000 5.04%, 3/29/00 4,991,791
-------------
82,122,970
-------------
Principal
Amount Description Value
- --------- ----------- -----
Federal National Mortgage
Association:
$ 10,000,000 5.58%, 1/21/00 $ 9,969,000
6,763,000 5.64%, 5/18/00 6,616,784
-------------
16,585,784
-------------
Total United States Government
and Agency Obligations
(Amortized Cost $98,708,754) 98,708,754
-------------
Repurchase
Agreements(1) - 52.7%
20,000,000 Tri-Party Repurchase Agreement
with Banque Paribas, dated
11/8/99, 5.31%, principal and
interest in the amount of
$20,271,400, due 2/8/00
(Collateralized by U.S.
Treasury Notes, par value of
$20,075,000, coupon rates of
5.75% to 6.00%, due from
8/15/00 to 11/15/00, value of
$20,483,937) 20,000,000
20,000,000 Tri-Party Repurchase Agreement
with Credit Suisse First Boston,
dated 10/8/99, 5.35%, principal
and interest in the amount of
$20,341,805, due 1/31/00
(Collateralized by U.S.
Treasury Strips, par value of
$6,500,146, coupon rates of
6.878% to 6.90%, due from
5/15/20 to 11/15/20, value of
$1,620,276; and U.S. Treasury
Strips - Principal, par value of
$79,051,294, coupon rates of
8.00% to 8.75%, due from
5/15/20 to 11/15/21, value of
$19,253,987) 20,000,000
10,000,000 Tri-Party Repurchase Agreement
with Goldman Sachs and
Company, dated 9/21/99,
5.65%, principal and interest in
the amount of $10,221,292,
due 2/9/00 (Collateralized by
Freddie Mac Gold Bonds, par
value of $10,890,551, coupon
rates of 5.00% to 7.00%, due
from 5/1/14 to 9/1/29, value
of $10,300,000) 10,000,000
See Notes to Financial Statements.
5
<PAGE>
Institutional Treasury Assets Fund
Schedule of Investments December 31, 1999
Principal
Amount Description Value
- --------- ----------- -----
$ 20,000,000 Tri-Party Repurchase Agreement
with JP Morgan, Inc., dated
12/31/99, 5.15%, principal and
interest in the amount of
$20,008,583, due 1/3/00
(Collateralized by Federal
Home Loan Bank Bond, par
value of $10,692,000, coupon
rate of 5.15%, due 2/16/00,
value of $10,613,874; and
Tennessee Valley Authority
Bond, par value of
$11,021,000, coupon rate of
5.375%, due 11/13/08,
value of $9,708,840) $ 20,000,000
88,288,739 Tri-Party Repurchase Agreement
with Merrill Lynch and
Company, dated 12/31/99,
3.30%, principal and interest in
the amount of $88,313,018,
due 1/3/00 (Collateralized by
U.S. Treasury Bond, par value
of $792,000, coupon rate of
6.75%, due 8/15/26, value of
$820,213; and U.S. Treasury
Strips - Principal, par value of
$120,000, coupon rate of
5.50%, due 2/15/08, value of
$70,358; and U.S. Treasury
Inflation Index Bond, par value
$87,665,000, coupon rate of
3.375%, due 1/15/07, value of
$89,164,728) 88,288,739
20,000,000 Tri-Party Repurchase Agreement
with Morgan Stanley Dean
Witter, dated 11/5/99, 5.35%,
principal and interest in the
amount of $20,267,500, due
2/3/00 (Collateralized by U.S.
Treasury Bill, par value of
$20,520,000, coupon rate of
5.24%, due 2/10/00, value of
$20,407,119) 20,000,000
50,000,000 Tri-Party Repurchase Agreement
with Salomon Smith Barney,
dated 12/31/99, 3.50%, principal
and interest in the amount
of $50,014,583, due 1/3/00
(Collateralized by U.S.
Treasury Note, par value of
$49,855,000, coupon rate of
6.25%, due 8/31/00, value of
$51,007,338) 50,000,000
Principal
Amount Description Value
- --------- ----------- -----
$ 50,000,000 Tri-Party Repurchase Agreement
with Swiss Bank, dated
12/31/99, 3.00%, principal and
interest in the amount of
$50,012,500, due 1/3/00
(Collateralized by U.S.
Treasury Bills, par value of
$51,991,000, coupon rates of
5.08% to 5.43%, due from
1/20/00 to 6/29/00, value of
$51,000,283) $ 50,000,000
10,000,000 Tri-Party Repurchase Agreement
with Swiss Bank, dated
9/22/99, 5.39%, principal and
interest in the amount of
$10,218,594, due 2/15/00
(Collateralized by U.S.
Treasury Bills, par value of
$10,383,000, coupon rates from
5.03% to 5.60%, due from
1/20/00 to 9/14/00, value of
$10,203,358) 10,000,000
48,683,716 Tri-Party Repurchase Agreement
with West Deutsche
Landesbank Gironzenral, dated
12/31/99, 3.00%, principal and
interest in the amount of
$48,695,887, due 1/3/00
(Collateralized by U.S.
Treasury Bond, par value of
$65,000,000 coupon rate of
13.875%, due 5/15/11, value
of $49,504,036) 48,683,716
-------------
Total Repurchase Agreements
(Amortized Cost $336,972,455) 336,972,455
-------------
Total Investments
(Amortized Cost $638,494,492) 99.9% $ 638,494,492
Other Assets Less Liabilities 0.1 371,948
----- -------------
Net Assets 100.0% $ 638,866,440
===== =============
- ---------
(1) Market value disclosed for collateral on repurchase agreements is as of
December 31, 1999. The term repurchase agreements are subject to a seven day
demand feature.
See Notes to Financial Statements.
6
<PAGE>
Institutional Treasury Assets Fund
Statement of Assets and Liabilities December 31, 1999
<TABLE>
<S><C>
Assets
Investments at Value (Amortized Cost $638,494,492) $ 638,494,492
Cash 172,248
Interest Receivable 2,953,462
Prepaid Expenses and Other 7,951
----------------
Total Assets 641,628,153
----------------
Liabilities
Dividends Payable 2,609,671
Due to Bankers Trust 112,403
Accrued Expenses and Other 39,639
----------------
Total Liabilities 2,761,713
----------------
Net Assets 638,866,440
Composition of Net Assets
Paid-in Capital $ 638,876,515
Undistributed Net Investment Loss (4,341)
Accumulated Net Realized Loss from Investment Transactions (5,734)
----------------
Net Assets $ 638,866,440
================
Shares Outstanding ($0.001 par value per share, unlimited number
of shares of beneficial interest authorized) 638,870,029
================
Net Asset Value, Offering and Redemption Price Per Share (net assets divided by shares outstanding) $ 1.00
================
</TABLE>
Statement of Operations For the year ended December 31, 1999
<TABLE>
<S><C>
Investment Income
Interest Income $ 32,641,090
----------------
Expenses
Advisory Fees 975,386
Administration and Services Fees 650,257
Professional Fees 24,793
Printing and Shareholder Reports 15,265
Trustees Fees 5,455
Miscellaneous 4,219
----------------
Total Expenses 1,675,375
Less: Fee Waivers or Expense Reimbursements (633,810)
----------------
Net Expenses 1,041,565
----------------
Net Investment Income 31,599,525
Net Realized Loss from Investment Transactions (4,014)
----------------
Net Increase in Net Assets from Operations $ 31,595,511
----------------
</TABLE>
See Notes to Financial Statements.
7
<PAGE>
Institutional Treasury Assets Fund
Statements of Changes in Net Assets
<TABLE>
<CAPTION>
For the For the
year ended year ended
December 31, December 31,
1999 1998
------------- --------------
<S><C>
Increase in Net Assets from:
Operations
Net Investment Income $ 31,599,525 $ 22,559,515
Net Realized Gain (Loss) from Investment Transactions (4,014) 140
-------------- --------------
Net Increase in Net Assets from Operations 31,595,511 22,559,655
-------------- --------------
Distribution to Shareholders
Net Investment Income (31,599,525) (22,566,000)
-------------- --------------
Capital Transactions in Shares of Beneficial Interest
(at net asset value of $1.00 per share)(1)
Proceeds from Sales of Shares 3,152,772,659 2,638,493,264
Cost of Shares Redeemed (3,002,127,706) (2,244,647,511)
-------------- --------------
Net Increase in Net Assets from Capital Transactions 150,644,953 393,845,753
-------------- --------------
Total Increase in Net Assets 150,640,939 393,839,408
Net Assets
Beginning of Year 488,225,501 94,386,093
-------------- --------------
End of Year $ 638,866,440 $ 488,225,501
============== ==============
</TABLE>
- ---------
(1) As of December 31, 1999 and December 31,1998, one shareholder held 7% and
18% of the Fund's outstanding shares, respectively.
Financial Highlights
Contained below are selected data for a share of beneficial interest
outstanding, total investment return, ratios to average net assets and other
supplemental data for each of the periods indicated for the Institutional
Treasury Assets Fund.
<TABLE>
<CAPTION>
For the years ended December 31, For the period
----------------------------------- Dec. 1, 1997(1) to
1999 1998 Dec. 31, 1997
------------- ------------ -----------------
<S><C>
Per Share Operating Performance:
Net Asset Value,Beginning of Period $ 1.00 $ 1.00 $ 1.00
--------- --------- ---------
Income from Investment Operations
Net Investment Income 0.05 0.05 0.0046
Net Realized Gain from Investment Transactions 0.00(2) 0.00(2) 0.00(2)
--------- --------- ---------
Total from Investment Operations 0.05 0.05 0.0046
--------- --------- ---------
Distributions to Shareholders
Net Investment Income (0.05) (0.05) (0.0046)
--------- --------- ---------
Net Asset Value, End of Period $ 1.00 $ 1.00 $ 1.00
========= ========= =========
Total Investment Return for Period 4.97% 5.33% 0.46%
Supplemental Data and Ratios:
Net Assets, End of Period (000s omitted) $ 638,866 $ 488,226 $ 94,386
Ratios to Average Net Assets:
Net Investment Income 4.86% 5.24% 5.43%(3)
Expenses After Waivers 0.16% 0.16% 0.16%(3)
Expenses Before Waivers 0.26% 0.27% 0.97%(3)
Decrease Reflected in Above Expense
Ratios Due to Fee Waivers or Expense
Reimbursements 0.10% 0.11% 0.81%(3)
</TABLE>
- ---------
(1) The Fund's inception date.
(2) Less than $0.01 per share.
(3) Annualized.
See Notes to Financial Statements.
8
<PAGE>
Institutional Treasury Assets Fund
Notes to Financial Statements
Note 1--Organization and Significant Accounting Policies
A. Organization
BT Institutional Funds (the "Trust") is registered under the Investment Company
Act of 1940 (the "Act"), as amended, as an open-end management investment
company. The Trust was organized on March 26, 1990, as an unincorporated
business trust under the laws of the Commonwealth of Massachusetts. The
Institutional Treasury Assets Fund (the "Fund") is offered to "accredited
investors" as defined under the Securities Act of 1933. The Fund began
operations and offering shares of beneficial interest on December 1, 1997. The
Declaration of Trust permits the Board of Trustees (the "Trustees") to issue
shares of beneficial interest in the Fund. The following summarizes the
significant accounting policies of the Fund:
B. Security Valuation
Investments are valued at amortized cost in accordance with Rule 2a-7 of the
Investment Company Act of 1940, which has been determined by the Trustees to
represent the fair value of the Fund's investments.
C. Security Transactions and Interest Income
Security transactions are accounted for on a trade date basis. Interest income
is recorded on the accrual basis and includes amortization of premium and
accretion of discount on investments. Realized gains and losses from securities
transactions are recorded on the basis of identified cost.
D. Distributions
It is the Fund's policy to declare dividends daily and pay them monthly to
shareholders from net investment income. Dividends payable to shareholders are
recorded by the Fund on the ex-dividend date. Distributions of net capital gains
earned by the Fund, if any, are made annually, to the extent they exceed capital
loss carryforwards.
E. Repurchase Agreements
The Fund may enter into repurchase agreements with financial institutions deemed
to be creditworthy by the Fund's Investment Advisor, subject to the seller's
agreement to repurchase such securities at a mutually agreed upon price.
Securities purchased subject to repurchase agreements are deposited with the
Fund's custodian, and, pursuant to the terms of the repurchase agreement, must
have an aggregate market value greater than or equal to the repurchase price
plus accrued interest at all times. If the value of the underlying securities
falls below the value of the repurchase price plus accrued interest, the Fund
will require the seller to deposit additional collateral by the next business
day. If the request for additional collateral is not met, or the seller defaults
on its repurchase obligation, the Fund maintains the right to sell the
underlying securities at market value and may claim any resulting loss against
the seller. However, in the event of default or bankruptcy by the seller,
realization and/or retention of the collateral may be subject to legal
proceedings.
The Fund may enter into tri-party repurchase agreements with broker-dealers and
domestic banks. The third party, which is the broker's custodial bank, holds the
collateral in a separate account until the repurchase agreement matures. The
agreement ensures that the collateral's market value, including any accrued
interest, is adequate to cover the agreement if the broker defaults.
F. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal Revenue
Code applicable to regulated investment companies and distribute all of its
taxable income to shareholders. Therefore, no federal income tax provision is
required. The Fund has deferred a post October capital loss of $5,196 to next
year.
G. Other
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts in the financial statements. Actual results
could differ from those estimates.
Note 2--Fees and Transactions with Affiliates
The Fund has entered into an Administration and Services Agreement with Bankers
Trust Company ("Bankers Trust"), an indirect wholly owned subsidiary of Deutsche
Bank AG. Under this agreement, Bankers Trust provides administrative, custody,
transfer agency and shareholder services to the Fund in return for a fee
computed daily and paid monthly at an annual rate of .10% of the Fund's average
daily net assets.
The Fund has entered into an Advisory Agreement with Bankers Trust. Under this
agreement, the Fund pays Bankers Trust a fee computed daily and paid monthly at
an annual rate of .15% of average daily net assets.
Bankers Trust has contractually agreed through April 30, 2000 to waive its fees
and reimburse expenses of the Portfolio, to the extent necessary, to limit all
expenses to .16% of the average daily net assets of the Portfolio.
At December 31, 1999, the Portfolio was a participant with other affiliated
entities in a revolving credit facility in the amount of $150,000,000, which
expires April 29, 2000. A commitment fee of .10% per annum on the average daily
amount of the available commitment is payable on a quarterly basis and
apportioned equally among all participants. No amounts were drawn down or
outstanding for this fund under the credit facility for the year ended December
31, 1999.
ICC Distributors, Inc. provides distribution services to the Fund.
Note 3--Capital Loss Carryforwards
At December 31,1999, capital loss carryforwards available as a reduction against
future net realized capital gains consisted of $538, which will expire in 2007.
9
<PAGE>
Institutional Treasury Assets Fund
Report of Independent Accountants
To the Trustees of BT Institutional Funds and Shareholders
of Institutional Treasury Assets Fund
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments and the related statements of operations and of
changes in net assets and the financial highlights, present fairly, in all
material respects, the financial position of the Institutional Treasury Assets
Fund (one of the Funds comprising BT Institutional Funds, hereafter referred to
as the "Fund") at December 31, 1999, and the results of its operations, the
changes in its net assets and the financial highlights for each of the fiscal
periods presented, in conformity with accounting principles generally accepted
in the United States. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the responsibility of the
Fund's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1999 by
correspondence with the custodian and brokers, provide a reasonable basis for
the opinion expressed above.
PricewaterhouseCoopers LLP
Baltimore, Maryland
February 11, 2000
Tax Information (Unaudited) For the Tax Year ended December 31, 1999
We are providing this information as required by the Internal Revenue Code. The
amounts may differ from those elsewhere in this report because of differences
between tax and financial reporting requirements.
Of the ordinary distributions made during the fiscal year ended December 31,
1999, 38.33% has been derived from investments in U.S. Government and Agency
Obligations. All or a portion of the distributions from this income may be
exempt from taxation at the state level. Consult your tax advisor for state
specific information.
10
<PAGE>
Institutional Treasury Assets Fund
Proxy Results (unaudited)
For the year ended December 31, 1999, the Bankers Trust Institutional Funds
shareholders voted on the following proposals at the annual meeting of
shareholders on October 8, 1999, or as adjourned. The description of each
proposal and number of shares voted are as follows:
1. To elect the Bankers Institutional Trust Funds Board of Trustees.
Shares Shares Voted
Voted Withheld
For Authority
----------- ------------
Mr. Charles P. Biggar 519,929,959 --
Mr. S. Leland Dill 519,929,959 --
Mr. Richard T. Hale 519,929,959 --
Mr. Bruce E. Langton 519,929,959 --
Mr. Philip Saunders, Jr 519,929,959 --
Mr. Harry Van Benschoten 519,929,959 --
Dr. Martin J. Gruber 519,929,959 --
Dr. Richard J. Herring 519,929,959 --
2. To approve the New Investment Advisory Agreement with Bankers Trust Company.
For Against Abstain
-------- ------- --------
504,109,606 15,820,353 --
3. To approve the New Investment Advisory Agreement with Morgan Grenfell, Inc.
For Against Abstain
-------- ------- --------
519,929,959 -- --
4. To approve the New Investment Sub-advisory Agreement with Bankers Trust
Company.
For Against Abstain
-------- ------- --------
498,450,669 21,479,290 --
5. To ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants of the Fund and its corresponding Portfolio.
For Against Abstain
-------- ------- --------
519,929,959 -- --
11
<PAGE>
For information on how to invest, shareholder account information and current
price and yield information, please contact your relationship manager or write
to us at: BT Service Center
P.O. Box 219210
Kansas City, MO 64121-9210
or call our toll-free number: 1-800-368-4031
This report must be preceded or accompanied by a current prospectus for the
Fund.
Institutional Treasury Assets Fund CUSIP #055924815
BT Institutional Funds 464ANN (12/99)
Distributed by:
ICC Distributors, Inc.
