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1933 Act File No. 33-45973
1940 Act File No. 811-06576
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No. ......................
Post-Effective Amendment No. _17_ ........................ X
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 18 ............................... X
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BT PYRAMID MUTUAL 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, Esquire 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
It is proposed that this filing will become effective
(check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b) [ ] on pursuant to
paragraph (b) [X] 60 days after filing pursuant to paragraph (a)(1) [ ] on
(date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to
paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
BT PreservationPlus Portfolio has also executed this Registration Statement.
<PAGE>
Registrant has filed with the Securities and Exchange Commission a declaration
pursuant to Rule 24f-2 under the Investment Company Act of 1940, and:
X filed the Notice required by that Rule on February 28, 1997; or _ intends to
file the Notice required by that Rule on or about ______; or
during the most recent fiscal year did not sell any securities pursuant to
Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to Rule
24f-2(b)(2), need not file the Notice.
<PAGE>
CROSS-REFERENCE SHEET
This Amendment to the Registration Statement of BT PYRAMID MUTUAL
FUNDS, which is comprised of six Funds, relates only to the BT PreservationPlus
Fund which is comprised of the following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
Prospectus Heading
(Rule 404(c) Cross Reference)
Item 1. Cover Page..................................Cover Page.
Item 2. Synopsis....................................Expense Summary.
Item 3. Condensed Financial
Information Performance.
Item 4. General Description of
Registrant.................................The Fund; Who May
Invest; Investment
Principles and
Risks; Special
Information
Concerning the
Master-Feeder Fund
Structure; Risk
Factors: Matching
the Fund to
Your Investment
Needs.
Item 5. Management of the Fund......................Management of the
Trust and the
Portfolio;
Item 6. Capital Stock and Other
Securities.................................Net Asset Value;
Dividends, and
Capital Gain
Distributions.
Item 7. Purchase of Securities Being
Offered....................................Shareholder and
Account Policies;
Account
Information;
Transactions in
Fund
Shares.
Item 8. Redemption or Repurchase Shareholder and
Account Policies;
Account
Information;
Transactions in
Fund
Shares.
Item 9. Legal Proceedings...........................None.
<PAGE>
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
Item 10. Cover Page..................................Cover Page.
Item 11. Table of Contents...........................Table of Contents.
Item 12. General Information and
History Organization of
the Trust.
Item 13. Investment Objectives and
Policies..................................Investment
Objective, Policies
and Restrictions.
Item 14. Management of the Fund......................Management of the
Trusts.
Item 15. Control Persons and Principal
Holders of Securities Trustees'
Compensation.
Item 16. Investment Advisory and Other
Services Investment Adviser;
Administrator.
Item 17. Brokerage Allocation.......................Portfolio
Transactions and
Brokerage
Commissions.
Item 18. Capital Stock and Other
Securities Not Applicable.
Item 19. Purchase, Redemption and
Pricing of Securities Being
Offered...................................Valuation of
Assets; Redemptions
in Kind.
Item 20. Tax Status.................................Taxation.
Item 21. Underwriters Not applicable.
Item 22. Calculation of Performance
Data Performance
Information.
Item 23. Financial Statements To be filed by
Amendment.
INFORMATION HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION
STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to completion, dated June 25, 1997
BT PYRAMID MUTUAL FUNDS
BT PRESERVATIONPLUS FUND
INSTITUTIONAL CLASS
Seeks a high level of current income while seeking to maintain a stable value
per share.
PROSPECTUS: August________________, 1997
BT Pyramid Mutual Funds (the "Trust") is an open-end management investment
company (mutual fund). The BT PreservationPlus Fund ("the "Fund") is a separate
series of the Trust and offers separate classes of shares. The shares offered by
this prospectus are the Institutional Class of shares (the "Shares"). The Fund
seeks a high level of current income while seeking to maintain a stable value
per share. The Fund is offered solely to participant-directed employee benefit
plans meeting specified criteria.
Unlike other mutual funds, the Fund seeks to achieve its investment objective by
investing all of its net investable assets in BT PreservationPlus Portfolio (the
"Portfolio"), a separate subtrust of BT Investment Portfolios, a New York master
trust fund (the "Portfolio Trust"), with an identical investment objective. See
"Special Information Concerning the Master-Feeder Fund Structure" . The Fund is
not a money market fund, and there can be no assurance that it will be able to
maintain a stable value per share or otherwise achieve its objective.
Please read this Prospectus before investing and keep it on file for future
reference. It contains important information concerning the Fund and the
Portfolio, including how the Portfolio invests and the services available to the
Fund's shareholders. Bankers Trust Company ("Bankers Trust") is the investment
adviser ("Adviser") of the Portfolio.
LIKE SHARES OF ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
To learn more about the Fund and the Portfolio, investors can obtain a copy of
the Fund's Statement of Additional Information ("SAI"), dated April 28, 1997,
(as revised August _________, 1997) which has been filed with the Securities and
Exchange Commission (the "SEC") and is incorporated herein by this reference.
For a free copy of this document, please call the Trust's service agent at
1-800-677-7596.
Shares of the Fund are neither insured nor guaranteed by the U.S. government.
Shares of the Fund are not deposits or obligations of, or guaranteed or endorsed
by, Bankers Trust Company, and the Shares are not Federally insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board or any other
agency. An investment in the Fund is subject to risk that may cause the value of
the investment to fluctuate, and when the investment is redeemed, the value may
be higher or lower than the amount originally invested by the investor.
<PAGE>
TABLE OF CONTENTS
PAGE
The Fund........................................................ 3
Who May Invest...................................................3
Investment Principles and Risks..................................4
Expense Summary..................................................4
The Fund in Detail...............................................6
Risk Factors: Matching the Fund to Your Investment Needs.........7
Special Information Concerning the Master-Feeder Fund Structure.10
Securities and Investment Practices of the Portfolio............11
Performance.....................................................14
Management of the Trust and Portfolio...........................14
Net Asset Value.................................................16
Shareholder and Account Policies................................17
Dividends and Capital Gain Distributions........................19
Additional Information..........................................19
<PAGE>
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THE FUND
The Fund's investment objective is a high level of current income while seeking
to maintain a stable value per Share. The Fund seeks to achieve its investment
objective by investing all of its net investable assets in the Portfolio. The
Portfolio will seek to achieve this objective by investing in a diversified
portfolio of fixed income securities, money market instruments, futures, options
and other instruments ("Portfolio Securities") and by entering into contracts
("Wrapper Agreements") with financial institutions, such as insurance companies
and banks, that are intended to stabilize the value per Share of the Fund. See
"Risk Factors: Matching the Fund to Your Investment Needs."
There can be no assurance that the Fund will achieve its objective.
WHO MAY INVEST
Shares of the Fund are offered solely to participant-directed employee benefit
plans meeting specified criteria (each a "Plan" and together "Plans"). The Fund
is designed for investors seeking preservation and stability of principal and a
level of current income higher than money market mutual funds over most time
periods. The Shares are available to employee benefit plans whose initial
investment equals or exceeds $25 million.
The Fund is not in itself a balanced investment plan. Plan participants should
consider their investment objective and tolerance for risk when making an
investment decision. When Shares are redeemed, they may be worth more or less
than what they originally cost, although the nature of the Portfolio's
investments -- particularly the Wrapper Agreements -- are intended by the Fund
to stabilize the value per Share. A Plan offering investments in the Fund must
impose certain restrictions on the ability of a Plan participant to exchange
Shares for similar investment options. See "Account Information" .
INVESTMENT PRINCIPLES AND RISKS
The value of most of the Portfolio Securities will fluctuate based upon changes
in domestic or foreign interest rates, the credit quality of the issuer, market
conditions, and other economic and political news. In general, the prices of
Portfolio Securities will rise when interest rates fall, and fall when interest
rates rise. The Wrapper Agreements are intended to stabilize the value per Share
by offsetting fluctuations in the value of the Portfolio Securities under
certain conditions. Under most circumstances, the combination of Portfolio
Securities and Wrapper Agreements held by the Portfolio is expected to provide
Fund shareholders with a constant net asset value ("NAV") per Share and a
current rate of return that is higher than most money market mutual funds over
most time periods. However, there can be no guarantee that the Portfolio will
maintain a constant NAV, and consequently that the Fund will be able to maintain
a constant NAV per Share. There is also no guarantee that any Fund shareholder
or Plan participant will realize the same investment return as might be realized
by a direct investment in the Portfolio Securities without the Wrapper
Agreements or that the Fund's rate of return will be higher than that of most
money market mutual funds.
The Portfolio incurs costs in connection with its investment in Wrapper
Agreements which will reduce the Fund's investment return. The Wrapper
Agreements may not insulate the Portfolio from loss if an issuer of Portfolio
Securities defaults on payments of interest or principal. Additionally, an
issuer of a Wrapper Agreement could default on its obligations under the
agreement or the Portfolio might be unable to obtain Wrapper Agreements covering
all of its assets. Either type of default or the inability to obtain Wrapper
Agreements might result in a decline in the value of the Shares. Moreover, in
valuing a Wrapper Agreement, the Board of Trustees of the Portfolio Trust may
determine that such agreement should not be carried by the Portfolio at a value
sufficient to maintain the Portfolio's NAV per Share.
Bankers Trust may use various investment techniques to hedge the Portfolio's
risks, but there is no guarantee that these strategies will work as intended.
See "Risk Factors: Matching the Fund to Your Investment Needs" for more
information.
EXPENSE SUMMARY
Annual operating expenses are paid out of the assets of the Portfolio and the
Fund. The Portfolio pays an investment advisory fee and an administrative
services fee to Bankers Trust. The Fund incurs additional administrative
expenses such as maintaining shareholder records and furnishing shareholder
statements. The Fund must also provide semi-annual financial reports.
The following tables are intended to assist investors in understanding the
expenses associated with investing in the Fund. The expenses shown on the
following pages are estimates for the first full year of operations. The table
provides (i) a summary of expenses related to purchases and redemptions (sales)
of Shares and the anticipated annual operating expenses of the Fund and the
Portfolio, in the aggregate, as a percentage of average daily net assets and
(ii) an example illustrating the dollar cost of such expenses on a $1,000
investment in the Fund. The Trustees of the Trust believe that the aggregate
expenses of the Fund (including its proportionate share of the Portfolio's
expenses) will be less than or approximately equal to the expenses that the Fund
would incur if the Trust retained the services of an investment adviser and the
assets of the Fund were invested directly in Portfolio Securities and Wrapper
Agreements.
Shareholder Transaction Expenses
Maximum Sales Charge on Purchases None
Maximum Sales Charge on Reinvested Dividends None
Maximum Redemption Fee 2.0%
Shareholder transaction expenses are charges paid when investors buy, redeem or
exchange Shares. Under normal circumstances, redemptions of Shares that are
directed by Plan participants are not subject to a redemption fee. Redemptions
of Shares that are not directed by Plan participants and that are made on less
than twelve months' prior written notice to the Fund are subject to a redemption
fee payable to the Fund of 2% of the proceeds of the redemption. See
"Transactions in Fund Shares" .
Annual Operating Expenses (as a percentage of the Fund's projected average daily
net assets)
Investment advisory fee (after reimbursement or waiver)* 0.20%
12b-1 fee None
Other expenses (after reimbursement or waiver)** 0.20%
Total operating expenses (after reimbursement or waiver) 0.40%
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* The Fund does not directly pay an investment advisory fee; the amount shown
reflects the Fund's proportionate share of the Portfolio's investment advisory
fee.
** "Other expenses" include premiums paid for Wrapper Agreements and certain
additional services provided to the Fund and the Portfolio by Bankers Trust.
Wrapper Agreements are contracts entered into by the Portfolio that are intended
to stablize the value per Share of the Fund (see "Investment Principles and
Risks" ).
Expense Table Example:
An investor would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return and (2) redemption at the end of each time period.
No redemption fee has been included.
One Year Three Years
$4 $13
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 payable by the Portfolio. Without such waiver, the Portfolio's
investment advisory fee would be 0.35% of its average daily net assets. Bankers
Trust has also voluntarily agreed to waive a portion of its administration fees
(included in "Other Expenses") payable by the Portfolio. Without such waiver,
the Portfolio's "Other Expenses" would be 0.66%. Bankers Trust may terminate
these voluntary waivers and reimbursements at any time in its sole discretion
without notice to shareholders. In the absence of these waivers, assuming total
class assets of $100 million, it is estimated that "Total Operating Expenses" of
the Shares would be 1.01%.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 the 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
Trust's distributor (the "Distributor"). For more information about the Fund's
and the Portfolio's expenses see "Management of the Fund" and "Valuation
Details" .
As of the date of this Prospectus, the Fund has issued four classes of shares,
and may issue additional classes in the future. The Fund offers each class of
shares by a separate prospectus. Because the expenses vary between classes,
performance will vary with respect to each class. Additional information
concerning each class of shares is available from Bankers Trust, as
Administrator, at 1-800-677-7596.
Fund Financial Highlights
The Fund will have a fiscal year end of September 30. As this is the Fund's
first fiscal year, financial information with respect to the Fund is not
available at this time.
THE FUND IN DETAIL
INVESTMENT OBJECTIVE AND POLICIES
The Fund seeks to achieve its investment objective by investing all of its net
investable assets in the Portfolio, which has the same investment objective as
the Fund. Since the investment characteristics of the Fund will correspond
directly to those of the Portfolio, the following is a discussion of the various
investments of and techniques employed by the Portfolio. Additional information
about the investment policies of the Portfolio appears in "Risk Factors:
Matching the Fund to Your Investment Needs" herein and in the SAI. There can be
no assurance that the Fund's and the Portfolio's investment objective will be
achieved.
The Portfolio's investment objective is a high level of current income while
seeking to maintain a stable value per Share. The Portfolio expects to invest at
least 65% of its total assets in fixed income securities ("Fixed Income
Securities") of varying maturities rated, at the time of purchase, in one of the
top three long-term rating categories by Standard & Poor's ("S&P"), Moody's
Investors Service, Inc. ("Moody's"), or Duff & Phelps Credit Rating Co., or
comparably rated by another nationally recognized statistical rating
organization ("NRSRO"), or, if not rated by a NRSRO, of comparable quality as
determined by Bankers Trust in its sole discretion.
In addition, the Portfolio will enter into Wrapper Agreements with insurance
companies, banks or other financial institutions ("Wrapper Providers") that are
rated, at the time of purchase, in one of the top two long-term rating
categories by Moody's or S&P. There is no active trading market for Wrapper
Agreements, and none is expected to develop; therefore, they will be considered
illiquid. At the time of purchase, the value of all of the Wrapper Agreements
and any other illiquid securities will not exceed 15% of the Portfolio's net
assets.
The Fixed Income Securities include fixed income securities issued or guaranteed
by the U.S. Government, or any agency or instrumentality thereof; publicly or
privately issued U.S. dollar-denominated debt of domestic or foreign entities,
including corporate, sovereign or supranational entities; publicly issued U.S.
dollar denominated asset-backed securities issued by domestic or foreign
entities; mortgage pass-through securities issued by the Government National
Mortgage Association ("GNMA"), the Federal Home Loan Mortgage Corporation
("FHLMC") or the Federal National Mortgage Association ("FNMA"); mortgage
pass-through securities issued by non-government entities such as banks,
mortgage lenders, or other financial institutions, including private label
mortgage pass-through securities and whole loans; collateralized mortgage
obligations ("CMOs") and real estate mortgage investment conduits ("REMICs"),
which are mortgage-backed debt instruments that make payments of principal and
interest at a variety of intervals and are collateralized by any of the
aforementioned mortgage pass-through securities or whole loans; and obligations
issued or guaranteed, or backed by securities issued or guaranteed by, the U.S.
Government, or any of its agencies or instrumentalities, including Certificates
of Accrual Treasury Securities ("CATS"), Treasury Income Growth Receipts
("TIGRs"), and Treasury Receipts ("TRs") and zero coupon securities (securities
consisting solely of the principal or interest component of a U.S. Treasury
bond).
The Portfolio Securities purchased by the Portfolio also include short-term
investments rated, at the time of purchase, in one of the top two short-term
rating categories by an NRSRO or, if unrated, of comparable quality in the
opinion of the Adviser, including commercial paper and time deposits,
certificates of deposit, bankers' acceptances and other instruments of foreign
and domestic banks and thrift institutions. The Portfolio may invest up to 35%
of its total assets in such short-term investments for purposes of liquidity and
up to 100% of its total assets in such instruments for temporary defensive
purposes. The Portfolio may also invest in and utilize the following investments
and investment techniques and practices: Rule 144A securities (as defined in
"Securities and Investment Practices of the Portfolio" ), when-issued and
delayed delivery securities, repurchase agreements, reverse repurchase
agreements and dollar rolls, and options and futures contracts. See "Risk
Factors: Matching the Fund to Your Investment Needs" herein and in the SAI for
more information.
In selecting securities for the Portfolio, the Adviser attempts to maintain an
average portfolio duration of the Portfolio Securities within a range of 2.5 to
4.5 years. Duration is a measure of the expected life of a Fixed Income Security
on a present value basis which incorporates the security's yield, coupon
interest payments, final maturity and call features into a single measure.
RISK FACTORS: MATCHING THE FUND TO YOUR INVESTMENT NEEDS
The following pages contain more detailed information about types of instruments
in which the Portfolio may invest and strategies the Adviser may employ in
pursuit of the Portfolio's investment objective. A summary of the risks and
restrictions associated with these investments and investment practices is
included as well.
The Adviser may not buy all of these instruments or use all of these techniques
to the full extent permitted unless it believes that doing so will help the
Portfolio achieve its goal. Current holdings and investment strategies will be
described in the financial reports of the Fund and the Portfolio, which will be
sent to Fund shareholders twice a year.
Risks of Investing in Fixed Income Securities
All fixed income investments have exposure to three types of risks. Credit risk
is the possibility that the issuer of a Fixed Income Security will fail to make
timely payments of either interest or principal to the Portfolio. Interest rate
risk is the potential for fluctuations in the prices of Fixed Income Securities
due to changing interest rates. Income risk is the potential for decline in the
Portfolio's income due to the investment or reinvestment of assets in Fixed
Income Securities when market interest rates are falling.
Although there is no assurance that it will achieve its objective, the Portfolio
attempts to enhance yield while minimizing these risks. If an issuer of a Fixed
Income Security or a Wrapper Provider becomes financially impaired, it may
default on its obligations and the Portfolio's interest income may be reduced or
the Portfolio may incur a loss of principal. This is an example of credit risk.
In order to minimize credit risk, the Portfolio's assets are allocated among a
diversified group of issuers. Credit analysis is applied to every security and
Wrapper Provider selected for the Portfolio. Once purchased, a security and, in
the case of a Wrapper Agreement, the Wrapper Provider is monitored regularly by
Bankers Trust for maintenance of adequate credit characteristics. In the event
that the rating of a security or Wrapper Provider is downgraded by one or more
NRSRO, the Portfolio may elect to retain the security or applicable Wrapper
Agreement. However, some Wrapper Agreements may require that Fixed Income
Securities that fall below investment grade be liquidated within a set time
period, typically within one year or less. The Portfolio may elect not to cover
with Wrapper Agreements any Fixed Income Securities with a remaining maturity of
60 days or less and any cash or short term investments.
When interest rates rise, Fixed Income Security prices generally decline. When
interest rates fall, Fixed Income Security prices generally increase. Generally,
the longer the maturity of the Fixed Income Security, the higher its yield,
although longer-term Fixed Income Securities tend to offer less price stability
in response to changes in interest rates than do shorter-term investments.
Therefore, portfolios with shorter average maturities tend to have less risk and
lower returns than portfolios with longer average maturities. This is an example
of interest rate risk. In order to help maintain an average portfolio duration
of 2.5 to 4.5 years, the Portfolio will invest primarily in Fixed Income
Securities of short- to intermediate-term maturities. This will help to minimize
interest rate risk. In addition, unlike most traditional fixed income
portfolios, the Portfolio purchases Wrapper Agreements that should offset
substantially all of the price fluctuations typically associated with
longer-term Fixed Income Securities.
It is important to note the distinction between the Portfolio and short-term
investments such as money market funds. The securities held by the Portfolio
have a longer average maturity than those of money market funds. Because a money
market fund has a shorter average maturity, its yield will track the direction
of current market rates of return more closely than the Portfolio. For example,
in a rising interest rate environment, money market yields may rise more quickly
than will the Portfolio's. In a falling interest rate environment, money market
yields may fall more quickly than the Portfolio's. Over the long-term, however,
intermediate and long-term Fixed Income Securities such as those purchased by
the Portfolio have historically offered higher yields than short-term
investments (i.e., money market funds).
Risks of Wrapper Agreements
Each Wrapper Agreement obligates the Wrapper Provider to maintain the "Book
Value" of a portion of the Portfolio's assets ("Covered Assets") up to a
specified maximum dollar amount, upon the occurrence of certain events. The Book
Value of the Covered Assets is their purchase price (i) plus interest on the
Covered Assets at a rate specified in the Wrapper Agreement ("Crediting Rate"),
and (ii) less an adjustment to reflect any defaulted securities. The Crediting
Rate used in computing Book Value is calculated by a formula specified in the
Wrapper Agreement and is adjusted periodically. In the case of most Wrapper
Agreements purchased by the Portfolio, the Crediting Rate is based on the actual
interest income earned on the Covered Assets plus or minus an adjustment for an
amount receivable from or payable to the Wrapper Provider based on fluctuations
in the market value of the Covered Assets. As a result, while the Crediting Rate
will generally reflect movements in market rates of interest, it may at any time
be more or less than these rates or the actual interest income earned on the
Covered Assets. The Crediting Rate may also be impacted by defaulted securities
and by increases and decreases of the amount of Covered Assets as a result of
contributions and withdrawals tied to the sale and redemption of Shares.
Furthermore, the premiums due Wrapper Providers in connection with the
Portfolio's investment in Wrapper Agreements are offset against and thus reduce
the Crediting Rate. These premiums are generally paid quarterly. In no event
will the Crediting Rate fall below zero percent under the Wrapper Agreements
entered into by the Portfolio.
Under the terms of a typical Wrapper Agreement, if the market value (plus
accrued interest on the underlying securities) of the Covered Assets is less
than their Book Value at the time the Covered Assets are liquidated in order to
provide proceeds for withdrawals of Portfolio interests resulting from
redemptions of Shares by Plan participants, the Wrapper Provider becomes
obligated to pay to the Portfolio the difference. Conversely, the Portfolio
becomes obligated to make a payment to the Wrapper Provider if it is necessary
for the Portfolio to liquidate Covered Assets at a price above their Book Value
in order to make withdrawal payments. (Withdrawals generally will arise when the
Fund must pay shareholders who redeem their Shares.) Because it is anticipated
that each Wrapper Agreement will cover all Covered Assets up to a specified
dollar amount, if more than one Wrapper Provider becomes obligated to pay to the
Portfolio the difference between Book Value and market value (plus accrued
interest on the underlying securities), each Wrapper Provider will be obligated
to pay a pro-rata amount in proportion to the maximum dollar amount of coverage
provided. Thus, the Portfolio will not have the option of choosing which Wrapper
Agreement to draw upon in any such payment situation.
The terms of the Wrapper Agreements vary concerning when these payments must
actually be made between the Portfolio and the Wrapper Provider. In some cases,
payments may be due upon disposition of the Covered Assets; other Wrapper
Agreements provide for settlement only upon termination of the Wrapper Agreement
or total liquidation of the Covered Assets. A Wrapper Provider's obligation to
make payments to the Portfolio may be subject to prior notice requirements for
certain types of withdrawals from the Portfolio. For example, the Wrapper
Agreement may require that one year's notice be provided to obtain Book Value
payments with respect to withdrawals to provide liquidity for Fund redemptions
that are not directed by Plan participants. The Portfolio does not anticipate
that it will be required to liquidate Covered Assets for the purpose of paying
such withdrawals before any such notice period has expired. However, in the
unlikely event that this occurs, the NAV of the Portfolio, and hence of the
Shares, may be reduced. Additionally, a Wrapper Provider's obligation to make
payments for Plan withdrawals after twelve months' prior notice (as opposed to
those directed by Plan participants) may require adjustments to the Crediting
Rate and increases in the Portfolio's holdings of short term investments, which
might adversely affect the return of the Portfolio and the Fund. Please see
discussion of "Liquidity Reserve" .
The Fund expects that the use of Wrapper Agreements by the Portfolio will under
most circumstances permit the Fund to maintain a constant NAV per Share and to
pay dividends that will generally reflect over time both the interest income of,
and market gains and losses on, the Covered Assets held by the Portfolio less
the expenses of the Fund and the Portfolio. However, there can be no guarantee
that the Fund will maintain a constant NAV per Share or that any Fund
shareholder or Plan participant will realize the same investment return as might
be realized by investing directly in the Portfolio assets other than the Wrapper
Agreements. For example, a default by the issuer of a Portfolio Security or a
Wrapper Provider on its obligations might result in a decrease in the value of
the Portfolio assets and, consequently, the Shares. The Wrapper Agreements
generally do not protect the Portfolio from loss if an issuer of Portfolio
Securities defaults on payments of interest or principal. Additionally, a Fund
shareholder may realize more or less than the actual investment return on the
Portfolio Securities depending upon the timing of the shareholder's purchases
and redemption of Shares, as well as those of other shareholders. Furthermore,
there can be no assurance that the Portfolio will be able at all times to obtain
Wrapper Agreements. Although it is the current intention of the Portfolio to
obtain such agreements covering all of its assets (with the exceptions noted),
the Portfolio may elect not to cover some or all of its assets with Wrapper
Agreements should Wrapper Agreements become unavailable or should other
conditions such as cost, in Bankers Trust's sole discretion, render their
purchase inadvisable.
If, in the event of a default of a Wrapper Provider, the Portfolio were unable
to obtain a replacement Wrapper Agreement, participants redeeming Shares might
experience losses if the market value of the Portfolio's assets no longer
covered by the Wrapper Agreement is below Book Value. The combination of the
default of a Wrapper Provider and an inability to obtain a replacement agreement
could render the Portfolio and the Fund unable to achieve their investment
objective of maintaining a stable NAV per Share. If the Board of Trustees of the
Portfolio Trust (the "Portfolio Trust Board") determines that a Wrapper Provider
is unable to make payments when due, that Board may assign a fair value to the
Wrapper Agreement that is less than the difference between the Book Value and
the market value (plus accrued interest on the underlying securities) of the
applicable Covered Assets and the Portfolio might be unable to maintain NAV
stability.
Some Wrapper Agreements require that the Portfolio maintain a specified
percentage of its total assets in short-term investments ("Liquidity Reserve").
These short-term investments must be used for the payment of withdrawals from
the Portfolio and Portfolio expenses. To the extent the Liquidity Reserve falls
below the specified percentage of total assets, the Portfolio is obligated to
direct all net cash flow to the replenishment of the Liquidity Reserve. The
obligation to maintain a Liquidity Reserve may result in a lower return for the
Portfolio and the Fund than if these funds were invested in longer-term Fixed
Income Securities. The Liquidity Reserve required by all Wrapper Agreements is
not expected to exceed 20% of the Portfolio's total assets. However, the
Liquidity Reserve amount may be required to be increased above this limit as a
result of anticipated Plan redemptions within one year.
Wrapper Agreements also require that the Covered Assets have a specified
duration or maturity, consist of specified types of securities or be of a
specified investment quality. The Portfolio will purchase Wrapper Agreements
whose criteria in this regard are consistent with the Portfolio's (and the
Fund's) investment objective and policies as described in this Prospectus.
Wrapper Agreements may also require the disposition of securities whose ratings
are downgraded below a certain level. This may limit the Portfolio's ability to
hold such downgraded securities. Please see the SAI for additional information
concerning Wrapper Agreements.
Derivatives
The Portfolio may invest in various instruments, including the Wrapper
Agreements, that are commonly known as derivatives. Generally, a derivative is a
financial arrangement the value of which is based on, or "derived" from, a
traditional security, asset or market index. Some derivatives such as
mortgage-related and other asset-backed securities are in many respects like any
other investments, although they may be more volatile or less liquid than more
traditional debt securities. There are, in fact, many different types of
derivatives and many different ways to use them. There are a range of risks
associated with those uses. Futures contracts and options are commonly used for
traditional hedging purposes to attempt to protect an investor from exposure to
changing interest rates, securities prices or currency exchange rates and for
cash management purposes as a low cost method of gaining exposure to a
particular securities market without investing directly in those securities.
However, some derivatives are used for leverage, which tends to magnify the
effect of an instrument's price changes as market conditions change. Leverage
involves the use of a small amount of money to control a large amount of
financial assets and can, in some circumstances, lead to significant losses.
Bankers Trust uses derivatives only in circumstances where it believes they
offer the most economic means of improving the risk/reward profile of the
Portfolio. Derivatives will not be used to increase portfolio risk above the
level that could be achieved using only traditional investment securities or to
acquire exposure to changes in the value of assets or indexes that by themselves
would not be purchased for the Portfolio. The use of derivatives for non-hedging
purposes may be considered speculative. A further description of the derivatives
that the Portfolio may use and some of their associated risks is found in
"Securities and Investment Practices of the Portfolio" .
SPECIAL INFORMATION CONCERNING THE MASTER-FEEDER FUND STRUCTURE
Unlike other mutual funds that directly acquire and manage their own portfolio
securities, the Fund seeks to achieve its investment objective by investing all
of its net investable assets in the Portfolio, a separate subtrust of a
registered investment company with the same investment objective as the Fund.
Therefore, a Fund shareholder's interest in the Portfolio's assets is indirect.
In addition to selling a beneficial interest to the Fund, the Portfolio may sell
beneficial interests to other mutual funds or institutional investors. Such
investors will invest in the Portfolio on the same terms and conditions and will
pay a proportionate share of the Portfolio's expenses. However, the other
investors investing in the Portfolio are not required to sell their shares or
other interests at the same public offering price as the Fund, due to variations
in sales commissions and other operating expenses. Therefore, investors in the
Fund should be aware that these differences may result in differences in returns
experienced by investors in the different entities that invest in the Portfolio.
Such differences in returns are also present in other mutual fund structures.
Information concerning other holders of interests in the Portfolio is available
from Bankers Trust, as the Administrator, at 1-800-677-7596.
The master-feeder structure is relatively complex, so shareholders should
carefully consider this investment approach. Smaller investors in the Portfolio
may be materially affected by the actions of larger investors in the Portfolio.
For example, if a large investor withdraws from the Portfolio, the remaining
investors may experience higher pro rata operating expenses, thereby producing
lower returns (however, this possibility exists as well for traditionally
structured funds that have large investors). Additionally, the Portfolio may
become less diverse, resulting in increased portfolio risk. Also, investors with
a greater pro rata ownership in the Portfolio could have effective voting
control of its operations. Except as permitted by the SEC, whenever the Trust is
requested to vote on matters pertaining to the Portfolio, the Trust will hold a
meeting of shareholders of the Fund and will cast all of its votes in the same
proportion as the votes of the Fund's shareholders. Fund shareholders who do not
vote will not affect the Trust's votes on the Portfolio's matters; the Trust's
votes representing Fund shareholders not voting will be voted by the Trustees or
officers of the Trust in the same proportion as the Fund shareholders who do, in
fact, vote. Certain changes in the Portfolio's investment objective, policies or
restrictions may require the Fund to withdraw its interest in the Portfolio. Any
such withdrawal could result in a distribution "in kind" of Portfolio assets (as
opposed to a cash distribution from the Portfolio). If securities are
distributed, the Fund could incur brokerage, tax or other charges in converting
the securities to cash. In addition, the distribution in kind may result in a
less diversified portfolio of investments or adversely affect the liquidity of
the Fund. Notwithstanding the above, there are other means for meeting
redemption requests, such as borrowing. The Fund may withdraw its investment
from the Portfolio at any time, if the Board of Trustees of the Trust (the
"Trust Board") determines that it is in the best interests of the shareholders
of the Fund to do so. Upon any such withdrawal, the Trust Board would consider
what action might be taken, including the investment of all the assets of the
Fund in another pooled investment entity having the same investment objective as
the Fund or the retaining of an investment adviser to manage the Fund's assets
in accordance with the investment policies described herein with respect to the
Portfolio.
The Fund's investment objective is not a fundamental policy and may be changed
upon notice to, but without the need for approval of, its shareholders. If there
is a change in the Fund's investment objective, its shareholders should consider
whether the Fund remains an appropriate investment in light of their
then-current needs. The investment objective of the Portfolio also is not a
fundamental policy. Shareholders of the Fund will receive 30 days' prior written
notice with respect to any change in the investment objective of the Fund or the
Portfolio. See "Investment Restrictions" in the SAI for a description of the
fundamental policies of the Portfolio that cannot be changed without approval by
"the vote of a majority of the outstanding voting securities" (as defined in the
Investment Company Act of 1940 (the "1940 Act")) of the Portfolio.
SECURITIES AND INVESTMENT PRACTICES OF THE PORTFOLIO
U.S. Government Securities. U.S. Government Securities are high-quality
debt securities issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. Government. Not all U.S. Government securities are
backed by the full faith and credit of the United States. For example,
securities issued by the Farm Credit Banks or by the FNMA are supported by the
instrumentality's right to borrow money from the U.S. Treasury under certain
circumstances. However, securities issued by certain other U.S. agencies or
instrumentalities are supported only by the credit of the entity that issued
them.
Other U.S. Dollar-Denominated Fixed Income Securities. Bonds and other debt
instruments are used by issuers to borrow money from investors. The issuer pays
the investor a fixed or variable rate of interest and must repay the amount
borrowed at maturity. Some debt securities, such as zero coupon bonds, do not
pay current interest but are purchased at a discount from their face values.
Debt securities, loans and other direct debt have varying degrees of quality and
varying levels of sensitivity to changes in interest rates. Longer-term bonds
are generally more sensitive to interest rate changes than short-term bonds.
U.S. Dollar-Denominated Sovereign and Supranational Fixed Income Securities.
Debt instruments issued or guaranteed by foreign governments, agencies and
supranational organizations ("sovereign debt obligations"), especially sovereign
debt obligations of developing countries, may involve a high degree of risk. The
issuer of the obligation or the governmental authorities that control the
repayment of the debt may be unable or unwilling to repay principal and interest
when due and may require renegotiation or rescheduling of debt payments. In
addition, prospects for repayment of principal and interest may depend on
political as well as economic factors.
Mortgage-Backed Securities. The Portfolio may purchase mortgage-backed
securities issued by the U.S. Government, its agencies or instrumentalities and
non-governmental entities such as banks, mortgage lenders or other financial
institutions. Mortgage-backed securities include mortgage pass-through
securities, mortgage-backed bonds and mortgage pay-through securities. A
mortgage pass-through security is a pro rata interest in a pool of mortgages
where the cash flow generated from the mortgage collateral is passed through to
the security holder. A mortgage-backed bond is a general obligation of the
issuer, payable out of the issuer's general funds and additionally secured by a
first lien on a pool of mortgages. Mortgage pay-through securities exhibit
characteristics of both pass-through and mortgage-backed bonds. The mortgage
pass-through securities issued by non-governmental entities such as banks,
mortgage lenders or other financial institutions in which the Portfolio may
invest include private label mortgage pass-through securities and whole loans.
Mortgage-backed securities also include other debt obligations secured by
mortgages on commercial real estate or residential properties. Other types of
mortgage-backed securities will likely be developed in the future, and the
Portfolio may invest in them if Bankers Trust determines they are consistent
with the Portfolio's investment objective and policies.
Unlike ordinary Fixed Income Securities, which generally pay a fixed rate of
interest and return principal upon maturity, mortgage-backed securities repay
both interest income and principal as part of their periodic payments. Because
the mortgages underlying mortgage-backed certificates can be prepaid at any time
by homeowners or corporate borrowers, mortgage-backed securities give rise to
certain unique "pre-payment" risks. Prepayment risk or call risk is the
likelihood that, during periods of falling interest rates, securities with high
stated interest rates will be prepaid (or "called") prior to maturity, requiring
the Portfolio to invest the proceeds at generally lower interest rates.
Collateralized Mortgage Obligations. CMOs are pay-through securities
collateralized by mortgages or mortgage-backed securities. CMOs are issued in
classes and series that have different maturities and often are retired in
sequence. The issuer of a series of CMOs may elect to be treated as a REMIC.
Asset-Backed Securities. Asset-backed securities have structural characteristics
similar to mortgage-backed securities. However, the underlying assets are not
first lien mortgage loans or interests therein but include assets such as motor
vehicle installment sale contracts, other installment sale contracts, home
equity loans, leases of various types of real, and personal property and
receivables from revolving credit (credit card) agreements. Such assets are
securitized through the use of trusts or special purpose corporations. Payments
or distributions of principal and interest on asset-backed securities may be
guaranteed up to certain amounts and for a certain time period by a letter of
credit or a pool insurance policy issued by a financial institution unaffiliated
with the issuer, or other credit enhancements may be present.
Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities do not have the benefit
of the same type of security interest in the related collateral. Credit card
receivables are generally unsecured, and the debtors are entitled to the
protection of a number of state and federal consumer credit laws, many of which
give such debtors the right to avoid payment of certain amounts owed on the
credit cards, thereby reducing the balance due. There is the risk in connection
with automobile receivables that recoveries on repossessed collateral may not,
in some cases, be available to support payments on those securities.
U.S. Dollar-Denominated Foreign Securities. The Portfolio may invest a portion
of its assets in the dollar-denominated debt securities of foreign companies.
Investing in the securities of foreign companies involves more risks than
investing in securities of U.S. companies. Their value is subject to economic
and political developments in the countries where the companies operate and to
changes in foreign currency values. Values may also be affected by foreign tax
laws, changes in foreign economic or monetary policies, exchange control
regulations and regulations involving prohibitions on the repatriation of
foreign currencies.
In general, less information may be available about foreign companies than about
U.S. companies, and foreign companies are generally not subject to the same
accounting, auditing and financial reporting standards as are U.S. companies.
Foreign securities markets may be less liquid and subject to less regulation
than the U.S. securities markets. The costs of investing outside the United
States frequently are higher than those in the United States. These costs
include relatively higher brokerage commissions and foreign custody expenses.
Zero Coupon Securities. Zero Coupon Securities, including CATS, TIGRs and TRs,
are the separate income or principal components of a debt instrument. These
involve risks that are similar to those of other debt securities, although they
may be more volatile, and the value of certain zero coupon securities moves in
the same direction as interest rates. Zero coupon bonds do not make regular
interest payments.
Rule 144A Securities. Rule 144A Securities are securities that are not
registered for sale under the federal securities laws but can be resold to
institutions pursuant to Rule 144A under the Securities Act of 1933. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are treated as exempt from the Portfolio's 15% limit on
illiquid securities. Under the supervision of the Portfolio Trust Board, Bankers
Trust determines the liquidity of restricted securities; and through reports
from Bankers Trust, the Portfolio Trust Board monitors trading activity in
restricted securities. If institutional trading in restricted securities were to
decline, the liquidity of the Portfolio could be adversely affected.
When-Issued and Delayed Delivery Securities. The Portfolio may purchase
securities on a when-issued or delayed delivery basis. Delivery of and payment
for these securities may take place as late as a month or more after the date of
the purchase commitment. The value of these securities is subject to market
fluctuations during this period, and no income accrues to the Portfolio until
settlement takes place.
Repurchase Agreements. In a repurchase agreement, the Portfolio buys a security
at one price and simultaneously agrees to sell it back to the seller on a
specific date and at a higher price reflecting a market rate of interest
unrelated to the coupon rate or maturity of the underlying security. Delays or
losses could result if the other party to the agreement defaults or becomes
insolvent.
Reverse Repurchase Agreements and Dollar Rolls. In a reverse repurchase
agreement, the Portfolio temporarily transfers possession of a portfolio
instrument to another party in return for cash. This could increase the risk of
fluctuation in the Fund's yield or in the market value of its interest in the
Portfolio. In a dollar roll, the Portfolio sells mortgage-backed or other
securities for delivery in the current month and simultaneously contracts to
purchase substantially similar securities on a specified future date. Reverse
repurchase agreements and dollar rolls are forms of borrowing and will be
counted towards the Portfolio's borrowing restrictions. See "Borrowing" on the
following pages and in the SAI. Wrapper Agreements would cover the cash proceeds
of such transactions but not the portfolio instruments transferred to another
party until possession of such instruments is returned to the Portfolio.
Short-Term Investments. The Portfolio's assets may be invested in high quality
short-term investments with remaining maturities of 397 days or less to maintain
the Liquidity Reserve, to meet anticipated redemptions and expenses for
day-to-day operating purposes and when, in Bankers Trust's opinion, it is
advisable to adopt a temporary defensive position because of unusual and adverse
conditions affecting the respective markets.
Borrowing. The Portfolio will not borrow money (including through reverse
repurchase agreements or dollar roll transactions) for any purpose in excess of
5% of its total assets, except that it may borrow for temporary or emergency
purposes up to 1/3 of its total assets. Under the 1940 Act, the Portfolio is
required to maintain continuous asset coverage of 300% with respect to such
borrowings and to sell (within three days) sufficient portfolio holdings to
restore such coverage if it should decline to less than 300% due to market
fluctuations or otherwise, even if such liquidation of the Portfolio's holdings
may be disadvantageous from an investment standpoint.
Leveraging by means of borrowing may exaggerate the effect of any increase or
decrease in the value of the Portfolio's securities and the Fund's NAV per
Share, and money borrowed by the Portfolio will be subject to interest and other
costs (which may include commitment fees and/or the cost of maintaining minimum
average balances) that may exceed the income received from the securities
purchased with the borrowed funds. It is not the intention of Bankers Trust to
use leverage as a normal practice in the investment of the Portfolio's assets.
Hedging Strategies. The Portfolio may use certain strategies designed to adjust
the overall risk of its investment portfolio. These "hedging" strategies involve
derivative contracts, including U.S. Treasury and Eurodollar futures contracts
and exchange-traded put and call options on such futures contracts. New
financial products and risk management techniques continue to be developed and
may be used if consistent with the Portfolio's investment objective and
policies. Among other purposes, these hedging strategies may be used to
effectively maintain a desired portfolio duration or to protect against market
risk should the Portfolio change its investments among different types of Fixed
Income Securities. In this respect, these hedging strategies are designed for
different purposes than the investments in Wrapper Agreements. The SAI contains
further information on these strategies.
The Portfolio might not use any hedging strategies, and there can be no
assurance that any strategy used will succeed. If the Adviser is incorrect in
its judgment on market values, interest rates or other economic factors in using
a hedging strategy, the Portfolio may have lower net income and a net loss on
the investment. Each of these strategies involves certain risks, which include:
o the fact that the skills needed to use hedging instruments are
different from those needed to select securities for the
Portfolio;
o the possibility of imperfect correlation, or even no correlation,
between the price movements of hedging instruments and price movements
of the securities or currencies being hedged;
o possible constraints placed on the Portfolio's ability to purchase or
sell portfolio investments at advantageous times due to the need for
the Portfolio to maintain "cover" or to segregate securities; and
o the possibility that the Portfolio is unable to close out or liquidate
its hedged position.
Asset Coverage. To assure that the Portfolio's use of futures contracts and
related options, as well as when-issued and delayed delivery securities, are not
used to achieve investment leverage, the Portfolio will cover such transactions,
as required under applicable interpretations of the SEC, either by owning the
underlying securities or by segregating liquid securities with the Portfolio's
custodian (Bankers Trust) in an amount at all times equal to or exceeding the
Portfolio's commitment with respect to these instruments or contracts. Assets
that are segregated for purposes of providing cover need not be physically
segregated in a separate account provided that the custodian notes on its books
that such assets are segregated. The Portfolio will also cover its use of
Wrapper Agreements to the extent required to avoid the creation of a "senior
security" (as defined in the 1940 Act) in connection with its use of such
agreements.
PERFORMANCE
The Fund's performance may be used from time to time in advertisements,
shareholders reports or other communications to shareholders or prospective
shareholders. Performance information may include investment results and/or
comparisons of its investment results to the IBC Averages, Lipper Averages, an
appropriate guaranteed interest contract ("GIC") average, or other various
unmanaged indices or results of other mutual funds or investment or saving
vehicles. The Portfolio's strategies, holdings and performance will be detailed
twice a year in the Fund's financial reports, which are sent to all Fund
shareholders.
Mutual fund performance is commonly measured as total return and/or yield. The
performance of a class of shares is affected by its expenses and those of the
Portfolio.
Explanation of Terms
Total Return is the change in value of an investment in the Shares over a given
period, assuming reinvestment of any dividends and capital gain distributions. A
cumulative total return reflects actual performance over a stated period of
time. An average annual total return is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
return calculations smooth out variations in performance; they are not the same
as actual year-by-year results. Average annual total returns covering periods of
less than one year assume that performance will remain constant for the rest of
the year.
Yield refers to the income generated by an investment in the Shares over a given
period of time, expressed as an annual percentage rate. Yields are calculated
according to a standard that is required for all stock and bond funds. Because
this differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.
Performance information or advertisements may include comparisons of the Share's
investment results to various unmanaged indices or results of other mutual funds
or investment or savings vehicles. From time to time, the Share's ranking may be
quoted from various sources, such as Lipper Analytical Services, Inc., Value
Line, Inc. and Morningstar, Inc.
Unlike some bank deposits or other investments that pay a fixed yield for a
stated period of time, the total return of the Shares will vary depending upon
interest rates, the current market value of the Portfolio Securities and the
Wrapper Agreements and changes in the expenses of the Shares and the Portfolio.
In addition, during certain periods for which total return may be provided,
Bankers Trust may have voluntarily agreed to waive portions of its fees, or to
reimburse certain operating expenses of the Fund or the Portfolio, on a
month-to-month basis. Such waivers will have the effect of increasing the Fund's
net income (and therefore its yield and total return) during the period such
waivers are in effect.
Total returns and yields are based on past results and are not an indication of
future performance.
MANAGEMENT OF THE TRUSTS
Boards of Trustees
The Trust and the Portfolio Trust (collectively the "Trusts") are each governed
by a Board of Trustees that is responsible for protecting the interests of
investors. A majority of the Trustees who are not "interested persons" (as
defined in the 1940 Act) of either Trust have adopted written procedures
reasonably appropriate to deal with potential conflicts of interest arising from
the fact that some of the same individuals may be Trustees of both Trusts, up to
and including creating separate boards of trustees. See "Management of the
Trusts" in the SAI for more information with respect to the Trustees and
officers of the Trusts.
Investment Adviser
The Fund has not retained the services of an investment adviser because it seeks
to achieve its investment objective by investing all of its net investable
assets in the Portfolio. The Portfolio has retained the services of Bankers
Trust as its investment adviser pursuant to an Investment Advisory Agreement
between the Portfolio Trust and Bankers Trust dated April 28, 1993 (the
"Investment Advisory Agreement").
Bankers Trust Company and Its Affiliates
Bankers Trust Company, a New York banking corporation with principal offices at
130 Liberty Street (One Bankers Trust Plaza), 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 March 31, 1997, Bankers Trust New York Corporation was the seventh largest
bank holding company in the United States with total assets of approximately
$122 billion. Bankers Trust is a worldwide merchant bank dedicated to servicing
the needs of corporations, governments, financial institutions and private
clients through a global network of over 80 offices in more than 48 countries.
Investment management is a core business of Bankers Trust, built on a tradition
of excellence from its roots as a trust bank founded in 1903. Bankers Trust is
one of the nation's largest and most experienced investment managers, with over
$233 billion in assets under management globally. 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's officers have had
extensive experience in managing investment portfolios having objectives similar
to those of the Fund and the Portfolio. Bankers Trust has more than 50 years of
experience managing retirement assets for the nation's largest corporations and
institutions.
Bankers Trust, subject to the supervision and direction of the Portfolio Trust's
Board, manages the Portfolio in accordance with the Portfolio's investment
objective and stated investment policies, makes investment decisions for the
Portfolio, places orders to purchase and sell securities and other financial
instruments on behalf of the Portfolio and employs professional investment
managers and securities analysts who provide research services to the Portfolio.
Bankers Trust may utilize the expertise of any of its worldwide subsidiaries and
affiliates to assist it in its role as investment adviser. All orders for
investment transactions on behalf of the Portfolio are placed by Bankers Trust
with broker-dealers and other financial intermediaries that it selects,
including those affiliated with Bankers Trust. A Bankers Trust affiliate will be
used in connection with a purchase or sale of an investment for the Portfolio
only if Bankers Trust believes that the affiliate's charge for the transaction
does not exceed usual and customary levels. The Portfolio will not invest in
obligations, including Wrapper Agreements, for which Bankers Trust or any of its
affiliates is the ultimate obligor or accepting bank. The Portfolio may,
however, invest in the obligations of correspondents and customers of Bankers
Trust.
The Investment Advisory Agreement provides for the Portfolio Trust to pay
Bankers Trust a fee, accrued daily and paid monthly, equal to 0.35% per year of
the average daily net assets of the Portfolio. Bankers Trust has indicated that
it will voluntarily waive all but 0.20% of this fee.
Bankers Trust has been advised by its counsel that, in counsel's opinion,
Bankers Trust currently may perform the services for the Trusts described in
this Prospectus 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.
Portfolio Management
Eric Kirsch (CFA), a Managing Director of Bankers Trust, has been responsible
for the day-to-day investment management of the Portfolio since its inception.
Mr. Kirsch heads the stable value investment group of Bankers Trust's Global
Investment Management business. In this capacity, he manages stable value
portfolios and coordinates fixed income portfolio management and trading
functions with regards to these portfolios' investments. He joined Bankers Trust
in 1980.
John H. Dolan, a Managing Director of Bankers Trust, is head of the domestic
fixed income investment group that manages the Fixed Income Securities of the
Portfolio. From 1987 to 1995, Mr. Dolan was a Managing Director at Salomon
Brothers where he managed the CMO structuring effort and coordinated Salomon's
trading/syndicate relationship with the Resolution Trust Corporation. He joined
Bankers Trust in 1995.
Bankers Trust investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for personal
investing and restricts certain transactions.
Administrator
Under an Administration and Services Agreement with the Trust, Bankers Trust
calculates the NAV per Share of the Fund and generally assists the Trust Board
in all aspects of the administration and operation of the Fund. This
Administration and Services Agreement provides for the Trust to pay Bankers
Trust a fee, accrued daily and paid monthly, to 0.25% per year of the average
daily net assets of the Fund.
Under an Administration and Services Agreement with the Portfolio Trust, Bankers
Trust calculates the NAV of the Portfolio and generally assists the Portfolio in
all aspects of the administration and operation of the Portfolio. This
Administration and Services Agreement provides for the Portfolio to pay Bankers
Trust a fee, accrued daily and paid monthly, equal to 0.05% per year of the
Portfolio's average daily net assets. Under this Administration and Services
Agreement, Bankers Trust may delegate one or more of its responsibilities to
others, including the Distributor, at Bankers Trust's expense.
Distributor
Edgewood, as Distributor, 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. Edgewood is a New York
corporation and a wholly-owned subsidiary of Federated Investors. Its principal
offices are at Clearing Operations, P.O. Box 897, Pittsburgh, PA 15230.
Custodian and Transfer Agent
Bankers Trust acts as custodian for the assets of the Portfolio and serves as
the Trust's transfer agent (the "Transfer Agent") under the Administration and
Services Agreement with the Trust. It is not separately compensated for these
services and may, at its own expense, delegate certain services to other service
providers.
NET ASSET VALUE
The NAV per Share is calculated on each day on which the New York Stock
Exchange, Inc. (the "NYSE") is open (each such day being a "Valuation Day"). The
NYSE is currently open on each day, Monday through Friday, except (a) January
1st, Martin Luther King Day, Presidents' Day (the third Monday in February),
Good Friday, Memorial Day (the last Monday in May), July 4th, Labor Day (the
first Monday in September), 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 is calculated once on each Valuation Day as of the close of
regular trading on the NYSE (the "Valuation Time"), which is currently 4:00
p.m., Eastern time, or if the NYSE closes early, at the time of the early
closing. The NAV per Share is computed by dividing the value of the Fund's
assets (i.e., the value of its investment in the Portfolio and other assets, if
any), less all liabilities, by the total number of its Shares outstanding. The
Portfolio's securities and other assets are valued primarily on the basis of
market quotations or, if quotations are not readily available, by a method that
the Portfolio Trust Board believes accurately reflects fair value.
Pursuant to procedures adopted by the Portfolio Trust Board, the fair value of a
Wrapper Agreement ("Wrapper Value") generally will be equal to the difference
between the Book Value and the market value (plus accrued interest on the
underlying securities) of the applicable Covered Assets. If the market value
(plus accrued interest on the underlying securities) of the Covered Assets is
greater than their Book Value, the Wrapper Value will be reflected as a
liability of the Portfolio in the amount of the difference, i.e., a negative
value, reflecting the potential liability of the Portfolio to the Wrapper
Provider. If the market value (plus accrued interest on the underlying
securities) of the Covered Assets is less than their Book Value, the Wrapper
Value will be reflected as an asset of the Portfolio in the amount of the
difference, i.e., a positive value, reflecting the potential liability of the
Wrapper Provider to the Portfolio. In performing its fair value determination,
the Portfolio Trust Board expects to consider the creditworthiness and ability
of a Wrapper Provider to pay amounts due under the Wrapper Agreement. If the
Portfolio Trust Board determines that a Wrapper Provider is unable to make such
payments, that Board may assign a fair value to the Wrapper Agreement that is
less than the difference between the Book Value and the market value (plus
accrued interest on the underlying securities) of the applicable Covered Assets
and the Portfolio might be unable to maintain NAV stability.
Under procedures adopted by the Trust Board, an NAV per Share later determined
to have been inaccurate for any reason will be recalculated. Purchases and
redemptions made at an NAV per Share determined to have been inaccurate will be
adjusted, although in certain circumstances, such as where the difference
between the original NAV per Share and the recalculated NAV per Share divided by
the latter is 0.005 ( 1/2 of 1%) or less or shareholder transactions are
otherwise insubstantially affected, action is not required.
SHAREHOLDER AND ACCOUNT POLICIES
ACCOUNT INFORMATION
The Fund is offered solely to Plans that limit their participants' ability to
direct a withdrawal from the Fund to the following circumstances:
o upon the Plan participant's death, retirement, disability or termination;
o to fund Plan participant loans and other "in service" withdrawals made
pursuant to the terms of the Plan; and
o for transfers to other Plan investment options that are not "competing funds."
"Competing funds" are any fixed income investment options with a targeted
average duration of three years or less, or any investment option that seeks to
maintain a stable value per unit or share, including money market funds.
Transfers between the Fund and a non-competing fund will be required to remain
in the non-competing fund for a period of at least three months before transfer
to a competing fund.
Fund Shares will be owned by the Plans, which will in turn offer the Fund as an
investment option to their participants. Investments in the Fund may by
themselves represent an investment option for a Plan or may be combined with
other investments as part of a pooled investment option for the Plan. In the
latter case, the Fund will require Plans to provide information regarding the
withdrawal order and other characteristics of any pooled investment option in
which the Shares are included prior to a Plans initial investment in the Fund.
Thereafter, the Fund will require the Plan to provide information regarding any
changes to the withdrawal order and other characteristics of the pooled
investment option before such changes are implemented. The Fund in its sole
discretion may decline to sell Shares to Plans if the governing withdrawal order
or other characteristics of any pooled investment option in which the Shares are
included is determined at any time to be disadvantageous to the Fund.
Plan participants should contact their Plan administrator or the organization
that provides recordkeeping services if they have questions concerning their
account. Plan administrators and fiduciaries should call 1-800-677-7596 for
information regarding a Plan's account with the Fund.
TRANSACTIONS IN FUND SHARES
Plan participant-directed purchases, exchanges and redemptions of Shares are
handled in accordance with each Plan's specific provisions. Plans may have
different provisions with respect to the timing and method of purchases,
exchanges and redemptions by Plan participants. Plan participants should contact
their Plan administrator for details concerning how they may direct transactions
in Shares. It is the responsibility of the Plan administrator or other Plan
service provider to forward instructions for these transactions to Bankers
Trust.
Purchase orders for Shares that are received by Bankers Trust, as the Transfer
Agent, or other authorized agent of the Fund, prior to the Valuation Time on any
Valuation Day will be effective at that Valuation Time. The Trust and the
Distributor reserve the right to reject any purchase order. Certificates for
Shares will not be issued. Redemption requests will be processed at the NAV next
determined after a request for redemption is received in good order by Bankers
Trust. Normally, the Fund will make payment for all Shares redeemed under this
procedure within one business day after a request is received. In no event will
payment be made more than seven days after receipt of a redemption request in
good order. The Fund may suspend the right of redemption or postpone the date at
times when both the NYSE and the Fund's custodian bank (Bankers Trust) are
closed, or under any emergency circumstances as determined by the SEC.
The Fund reserves the right to honor any request for redemption by making
payment in whole or in part in securities and in Wrapper Agreements, selected
solely in the discretion of Bankers Trust. To the extent that payment is made in
securities, a shareholder may incur transaction expenses in converting these
securities into cash. To the extent that a redemption in kind includes Wrapper
Agreements, the Fund will obtain from the portfolio and assign to the redeeming
Plan one or more Wrapper Agreements issued by the Wrapper Providers covering the
Portfolio Securities distributed in kind. The terms and conditions of Wrapper
Agreements provided to a redeeming Plan will be the same or substantially
similar to the terms and conditions of the Wrapper Agreements held by the
Portfolio. Wrapper Agreements are not liquid securities and may impose
restrictions on termination or withdrawal, including notice periods of one year
or longer for non-participant directed withdrawals. The maintenance of Wrapper
Agreements distributed in kind will also require that a Plan pay fees to the
Wrapper Provider, directly, rather than through the Fund, and that the
securities covered by the Wrapper Agreement continue to have a specified
duration or maturity, consist of specified types of securities or be of a
specified investment quality. Accordingly, although a redeeming Plan may freely
buy and sell securities covered by a Wrapper Agreement, its management of the
securities must be consistent with Wrapper Agreement requirements in order for
it to obtain the benefits of the Wrapper Agreement. Moreover, a Plan may be
required to obtain at its own expense the services of a qualified investment
manager to manage the securities distributed in kind in conformity with the
Wrapper Agreement provisions and may incur additional administrative expenses in
managing this portfolio. Please see the SAI for additional information
concerning Wrapper Agreements and redemptions in kind.
The Fund has elected, however, to redeem Shares solely in cash up to the lesser
of $500,000 or 1% of the NAV of the Fund during any 90-day period for any one
shareholder. The Fund anticipates that it will exercise this right to redeem in
kind in the case of redemptions of Shares that are not directed by Plan
participants and that are made on less than twelve months' prior written notice
to Bankers Trust. In such case, a redemption request by a withdrawing Plan will
not be considered received in good order unless that Plan has provided to
Bankers Trust: (i) its current name; (ii) a listing of its trustee(s); (iii)
copies of Plan documents or summaries thereof describing the investment options
available to and the restrictions imposed upon Plan participants; (iv)
information indicating the allocation of Plan assets among available investment
options and; (v) for the immediately preceding three (3) year period, a monthly
summary of all cash flow activity for the Plans investment option in which the
Shares are included, detailed by contribution and benefit payment amounts and
amounts transferred to and from other investment options. Such redemptions will
also be subject to a redemption fee, payable to the Fund, of 2.0% of the
proceeds of the redemption, whether in kind or in cash. The Fund reserves the
right to withhold from redemption proceeds the 2.0% redemption fee if 15% or
more of Plan assets invested in the Fund are redeemed within five business days
pending a determination of whether the redemption fee is applicable. The Fund
may incur costs in obtaining new Wrapper Agreements from Wrapper Providers to be
distributed in kind. These costs will be payable from, and are not expected to
exceed, the 2.0% redemption fee. The redemption price may be more or less than
the shareholder's cost, depending upon the market value of the Fund's assets
(its interest in the Portfolio) at the time.
The offering price is the NAV per Share. Shares may be purchased only in those
states where they may be lawfully sold.
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
The Fund intends to distribute all of its net investment income and net capital
gains, if any, to its shareholders each year. Dividends from net investment
income are declared daily and are paid monthly, and any net capital gains are
distributed annually. An additional annual distribution ("Additional
Distribution") may be paid to satisfy the tax requirements (outlined below) that
the Fund distribute each year substantially all of its investment company
taxable income (see "Tax Considerations").
Dividends and other distributions paid on each class of the Fund's shares are
calculated at the same time and in the same manner. Dividends on the shares may
be expected to differ based upon each class respective expenses. Dividends and
other distributions are automatically reinvested in additional Shares unless the
Plan participant directs otherwise.
The Fund may declare and pay dividends in amounts which are not equal to the
amount of the net investment income it actually earns. Consequently, in any year
the amount actually distributed may differ from the income earned. If, for any
year, those distributions exceed the income earned, the excess may be considered
a return of capital. On the other hand, if the income earned exceeds the amount
of the dividends distributed, the Fund may make an Additional Distribution of
that excess. To enable the Fund to maintain a stable NAV per Share in the event
of an Additional Distribution, the Trust Board may declare, effective on the
ex-distribution date of an Additional Distribution, a reverse split of the
Shares in an amount that will cause the total number of Shares held by each
shareholder, including Shares acquired on reinvestment of that distribution, to
remain the same as before that distribution was paid.
For example, if the Fund declares an Additional Distribution of 10(cent) per
Share at a time when the NAV per Share is $10.00, a shareholder holding one
Share would receive 0.01 additional Shares on reinvestment of that distribution.
If there were no reverse split, the per Share NAV of the 1.01 Shares held by the
shareholder would be approximately $9.90, and the aggregate value thereof would
be $10.00. If a 1.01-for-1 reverse Share split were declared, however, the
shareholder's holdings would be consolidated back into one Share having an NAV
of $10.00. Thus, a reverse Share split will not affect the value of the total
holdings of a shareholder.
TAX CONSIDERATIONS
The Fund intends to qualify to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended.
As a regulated investment company, the Fund will not be subject to U.S. federal
income tax on its investment company taxable income (generally consisting of net
investment income and the excess of net short-term capital gain over net
long-term capital loss, if any) and net capital gain (the excess of net
long-term capital gain over net short-term capital loss), if any, that it
distributes to its shareholders. The Fund intends to distribute to its
shareholders all of its investment company taxable income and net capital gain
at least annually, if necessary through Additional Distributions, and therefore
does not anticipate incurring any federal income tax liability.
For Plan participants utilizing the Fund as an investment option under their
Plan, dividend and capital gain distributions from the Fund generally will not
be subject to current taxation, but will accumulate on a tax-deferred basis. In
general, Plans are governed by a complex set of tax rules. See your Plan
administrator, your plan's Summary Plan Description, and/or a professional tax
adviser regarding the tax consequences of your participation in your Plan and of
any Plan contributions or withdrawals.
ADDITIONAL INFORMATION ABOUT THE TRUSTS
The Fund is a mutual fund: an investment that pools shareholders' money and
invests it toward a specified goal. The Fund is a separate series of the Trust,
a Massachusetts business trust organized pursuant to a Declaration of Trust
dated February 28, 1992. The Portfolio is a separate subtrust of the Portfolio
Trust, a New York master trust fund organized pursuant to a Declaration of Trust
dated March 27, 1993.
Each Trust reserves the right to add additional series/subtrusts in the future.
There are currently no other funds investing in the Portfolio. Other funds
investing in the Portfolio may have sales charges and/or different expenses than
the Fund, which may affect performance. The Trust also reserves the right to
issue additional classes of shares of the Fund. Each class represents an
identical interest in the Fund's investment portfolio. As a result, the classes
have the same rights, privileges and preferences, except with respect to: (1)
the designation of each class; (2) the expenses allocated exclusively to each
class; and (3) voting rights on matters exclusively affecting a single class.
The Trust Board does not anticipate that there will be any conflicts among the
interests of the holders of the different classes and will take appropriate
action if any such conflict arises. For more information about the different
classes of shares of the Fund, please call 1-800-677-7596.
Each Trust may hold special meetings and mail proxy materials. These meetings
may be called to elect or remove Trustees, change fundamental policies, approve
the Portfolio's investment advisory agreement, or for other purposes.
Shareholders not attending a Trust meeting are encouraged to vote by proxy. The
Transfer Agent will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on.
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 only 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 and do not require a separate vote of the Fund. All series of the Trust
will vote together on certain matters, such as electing Trustees or approving
independent public auditors. Under certain circumstances, the shareholders of
one of series of the Trust could control the outcome of these votes. 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 has 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.
The Trust will also assist shareholders in communicating with one another as
provided for in the 1940 Act.
Each subtrust of the Portfolio Trust, including the Portfolio, will vote
separately on any matter involving that subtrust. Holders of interests in all
the subtrusts of the Portfolio Trust, however, will vote together to elect
Trustees of the Portfolio Trust and for certain other matters. The subtrusts of
the Portfolio Trust will vote together or separately on matters in the same
manner, and in the same circumstances, as do the series of the Trust. As with
the Trust, the investors in one or more subtrusts of the Portfolio Trust could
control the outcome of these votes. No subtrust of the Portfolio Trust has any
preference over any other subtrust.
The Trust is an entity of the type 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's 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.
The Portfolio Trust was organized as a trust under the laws of the State of New
York. The Portfolio Trust's Declaration of Trust provides that the entities
investing in the Portfolio (e.g., investment companies such as the Fund and
common and commingled trust funds) will each be liable for all obligations of
the Portfolio. However, the risk of the Fund's incurring financial loss on
account of such liability is limited to circumstances in which both inadequate
insurance existed and the Portfolio itself was unable to meet its obligations.
Accordingly, the Trustees of the Trust believe that neither the Fund nor its
shareholders will be adversely affected by reason of the Fund's investing in the
Portfolio.
<PAGE>
BT PYRAMID MUTUAL FUNDS
BT PRESERVATIONPLUS FUND
INSTITUTIONAL CLASS
Investment Adviser of the Portfolio and Administrator
BANKERS TRUST COMPANY
130 Liberty Street
(One Bankers Trust Plaza)
New York, New York 10006
Distributor
EDGEWOOD SERVICES, INC.
Clearing Operations
P.O. Box 897
Pittsburgh, PA 15230-0897
Custodian and Transfer Agent
BANKERS TRUST COMPANY
130 Liberty Street
(One Bankers Trust Plaza)
New York, New York 10006
Independent Accountants
ERNST & YOUNG LLP
787 Seventh Avenue
New York, NY 10019
Counsel
WILLKIE FARR & GALLAGHER
153 East 53rd Street
New York, NY 10022
.................................................
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, the SAI or the
Fund's official sales literature in connection with the offering of the Shares
and, if given or made, such other information or representations must not be
relied on as having been authorized by the Fund. This Prospectus does not
constitute an offer in any state in which, or to any person to whom, such offer
may not lawfully be made.
.............................................
Cusip #
STA (7/97)
INFORMATION HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION
STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to completion, dated June 25, 1997
BT PYRAMID MUTUAL FUNDS
BT PRESERVATIONPLUS FUND
INSTITUTIONAL SERVICE CLASS
Seeks a high level of current income while seeking to maintain a stable value
per share.
PROSPECTUS: August ________________, 1997
BT Pyramid Mutual Funds (the "Trust") is an open-end management investment
company (mutual fund). The BT PreservationPlus Fund ("the "Fund") is a separate
series of the Trust and offers separate classes of shares. The shares offered by
this prospectus are the Institutional Service Class of shares (the "Shares").
The Fund seeks a high level of current income while seeking to maintain a stable
value per share. The Fund is offered solely to participant-directed employee
benefit plans meeting specified criteria.
Unlike other mutual funds, the Fund seeks to achieve its investment objective by
investing all of its net investable assets in BT PreservationPlus Portfolio (the
"Portfolio"), a separate subtrust of BT Investment Portfolios, a New York master
trust fund (the "Portfolio Trust"), with an identical investment objective. See
"Special Information Concerning the Master-Feeder Fund Structure" . The Fund is
not a money market fund, and there can be no assurance that it will be able to
maintain a stable value per share or otherwise achieve its objective.
Please read this Prospectus before investing and keep it on file for future
reference. It contains important information concerning the Fund and the
Portfolio, including how the Portfolio invests and the services available to the
Fund's shareholders. Bankers Trust Company ("Bankers Trust") is the investment
adviser ("Adviser") of the Portfolio.
LIKE SHARES OF ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
To learn more about the Fund and the Portfolio, investors can obtain a copy of
the Fund's Statement of Additional Information ("SAI"), dated April 28, 1997, as
revised August_________, 1997 which has been filed with the Securities and
Exchange Commission (the "SEC") and is incorporated herein by this reference.
For a free copy of this document, please call the Trust's service agent at
1-800-677-7596.
Shares of the Fund are neither insured nor guaranteed by the U.S. Government.
Shares of the Fund are not deposits or obligations of, or guaranteed or endorsed
by, Bankers Trust Company, and the Shares are not Federally insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board or any other
agency. An investment in the Fund is subject to risk that may cause the value of
the investment to fluctuate, and when the investment is redeemed, the value may
be higher or lower than the amount originally invested by the investor.
<PAGE>
TABLE OF CONTENTS
PAGE
The Fund............................................................. 3
Who May Invest........................................................3
Investment Principles and Risks.......................................4
Expense Summary.......................................................4
The Fund in Detail....................................................6
Risk Factors: Matching the Fund to Your Investment Needs..............7
Special Information Concerning the Master-Feeder Fund Structure......10
Securities and Investment Practices of the Portfolio.................11
Performance..........................................................14
Management of the Trust and Portfolio................................14
Net Asset Value......................................................16
Shareholder and Account Policies.....................................17
Dividends and Capital Gain Distributions.............................19
Additional Information...............................................19
<PAGE>
THE FUND
The Fund's investment objective is a high level of current income while seeking
to maintain a stable value per Share. The Fund seeks to achieve its investment
objective by investing all of its net investable assets in the Portfolio. The
Portfolio will seek to achieve this objective by investing in a diversified
portfolio of fixed income securities, money market instruments, futures, options
and other instruments ("Portfolio Securities") and by entering into contracts
("Wrapper Agreements") with financial institutions, such as insurance companies
and banks, that are intended to stabilize the value per Share of the Fund. See
"Risk Factors: Matching the Fund to Your Investment Needs" .
There can be no assurance that the Fund will achieve its objective.
WHO MAY INVEST
Shares of the Fund are offered solely to participant-directed employee benefit
plans meeting specified criteria (each a "Plan" and together "Plans"). The Fund
is designed for investors seeking preservation and stability of principal and a
level of current income higher than money market mutual funds over most time
periods. The Shares are available to employee benefit plans whose initial
investment equals or exceeds $25 million.
The Fund is not in itself a balanced investment plan. Plan participants should
consider their investment objective and tolerance for risk when making an
investment decision. When Shares are redeemed, they may be worth more or less
than what they originally cost, although the nature of the Portfolio's
investments -- particularly the Wrapper Agreements -- are intended by the Fund
to stabilize the value per Share. A Plan offering investments in the Fund must
impose certain restrictions on the ability of a Plan participant to exchange
Shares for similar investment options. See "Account Information" .
INVESTMENT PRINCIPLES AND RISKS
The value of most of the Portfolio Securities will fluctuate based upon changes
in domestic or foreign interest rates, the credit quality of the issuer, market
conditions, and other economic and political news. In general, the prices of
Portfolio Securities will rise when interest rates fall, and fall when interest
rates rise. The Wrapper Agreements are intended to stabilize the value per Share
by offsetting fluctuations in the value of the Portfolio Securities under
certain conditions. Under most circumstances, the combination of Portfolio
Securities and Wrapper Agreements held by the Portfolio is expected to provide
Fund shareholders with a constant net asset value ("NAV") per Share and a
current rate of return that is higher than most money market mutual funds over
most time periods. However, there can be no guarantee that the Portfolio will
maintain a constant NAV, and consequently that the Fund will be able to maintain
a constant NAV per Share. There is also no guarantee that any Fund shareholder
or Plan participant will realize the same investment return as might be realized
by a direct investment in the Portfolio Securities without the Wrapper
Agreements or that the Fund's rate of return will be higher than that of most
money market mutual funds.
The Portfolio incurs costs in connection with its investment in Wrapper
Agreements which will reduce the Fund's investment return. The Wrapper
Agreements may not insulate the Portfolio from loss if an issuer of Portfolio
Securities defaults on payments of interest or principal. Additionally, an
issuer of a Wrapper Agreement could default on its obligations under the
agreement or the Portfolio might be unable to obtain Wrapper Agreements covering
all of its assets. Either type of default or the inability to obtain Wrapper
Agreements might result in a decline in the value of the Shares. Moreover, in
valuing a Wrapper Agreement, the Board of Trustees of the Portfolio Trust may
determine that such agreement should not be carried by the Portfolio at a value
sufficient to maintain the Portfolio's NAV per Share.
Bankers Trust may use various investment techniques to hedge the Portfolio's
risks, but there is no guarantee that these strategies will work as intended.
See "Risk Factors: Matching the Fund to Your Investment Needs" for more
information.
EXPENSE SUMMARY
Annual operating expenses are paid out of the assets of the Portfolio and the
Fund. The Portfolio pays an investment advisory fee and an administrative
services fee to Bankers Trust. The Fund incurs additional administrative
expenses such as maintaining shareholder records and furnishing shareholder
statements. The Fund must also provide semi-annual financial reports.
The following tables are intended to assist investors in understanding the
expenses associated with investing in the Fund. The expenses shown on the
following pages are estimates for the first full year of operations. The table
provides (i) a summary of expenses related to purchases and redemptions (sales)
of Shares and the anticipated annual operating expenses of the Fund and the
Portfolio, in the aggregate, as a percentage of average daily net assets and
(ii) an example illustrating the dollar cost of such expenses on a $1,000
investment in the Fund. The Trustees of the Trust believe that the aggregate
expenses of the Fund (including its proportionate share of the Portfolio's
expenses) will be less than or approximately equal to the expenses that the Fund
would incur if the Trust retained the services of an investment adviser and the
assets of the Fund were invested directly in Portfolio Securities and Wrapper
Agreements.
Shareholder Transaction Expenses
Maximum Sales Charge on Purchases None
Maximum Sales Charge on Reinvested Dividends None
Maximum Redemption Fee 2.0%
Shareholder transaction expenses are charges paid when investors buy, redeem or
exchange Shares. Under normal circumstances, redemptions of Shares that are
directed by Plan participants are not subject to a redemption fee. Redemptions
of Shares that are not directed by Plan participants and that are made on less
than twelve months' prior written notice to the Fund are subject to a redemption
fee payable to the Fund of 2% of the proceeds of the redemption. See
"Transactions in Fund Shares" .
Annual Operating Expenses (as a percentage of the Fund's projected average daily
net assets)
Investment advisory fee (after reimbursement or waiver)* 0.20%
12b-1 fee None
Other expenses (after reimbursement or waiver)** 0.35%
Total operating expenses (after reimbursement or waiver) 0.55%
- -----------
* The Fund does not directly pay an investment advisory fee; the amount shown
reflects the Fund's proportionate share of the Portfolio's investment advisory
fee.
** "Other expenses" include premiums paid for Wrapper Agreements and certain
additional services provided to the Fund and the Portfolio by Bankers Trust,
including a shareholder servicing fee of 0.15%. Wrapper Agreements are contracts
entered into by the Portfolio that are intended to stablize the value per Share
of the Fund (see "Investment Principles and Risks" ).
Expense Table Example:
An investor would pay the following expenses on a $1,000 investment assuming
(1) 5% annual return and (2) redemption at the end of each time period.
No redemption fee has been included.
One Year Three Years
$6 $18
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 payable by the Portfolio. Without such waiver, the Portfolio's
investment advisory fee would be 0.35% of its average daily net assets. Bankers
Trust has also voluntarily agreed to waive a portion of its administration fees
(included in "Other Expenses") payable by the Portfolio. Without such waiver,
the Portfolio's "Other Expenses" would be 0.81%. Bankers Trust may terminate
these voluntary waivers and reimbursements at any time in its sole discretion
without notice to shareholders. In the absence of these waivers, assuming total
class assets of $100 million, it is estimated that "Total Operating Expenses" of
the Shares would be 1.16%.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 the 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 subject to shareholder servicing fees in the maximum
amount of 0.15% of the average daily net assets of the Shares. The shareholder
services provided in exchange for these fees may include establishing and
maintaining shareholder and Plan participant accounts, processing purchase and
redemption transactions, arranging for bank wires, performing shareholder
sub-accounting, answering client inquiries regarding the Trust, providing
periodic statements showing the client's account balance and those of Plan
participants, transmitting proxy statements, periodic reports, updated
prospectuses and other communications to shareholders and, with respect to
meetings of shareholders, collecting, tabulating and forwarding to the Trust
executed proxies and obtaining such other information and performing such other
services as may reasonably be required.
Shares of the Fund are sold by Edgewood Services, Inc. ("Edgewood") as the
Trust's distributor (the "Distributor"). For more information about the Fund's
and the Portfolio's expenses see "Management of the Fund" and "Valuation
Details" .
As of the date of this Prospectus, the Fund has issued four classes of shares,
and may issue additional classes in the future. The Fund offers each class of
shares by a separate prospectus. Because the expenses vary between classes,
performance will vary with respect to each class. Additional information
concerning each class of shares is available from Bankers Trust, as
Administrator, at 1-800-677-7596.
Fund Financial Highlights
The Fund will have a fiscal year end of September 30. As this is the Fund's
first fiscal year, financial information with respect to the Fund is not
available at this time.
THE FUND IN DETAIL
INVESTMENT OBJECTIVE AND POLICIES
The Fund seeks to achieve its investment objective by investing all of its net
investable assets in the Portfolio, which has the same investment objective as
the Fund. Since the investment characteristics of the Fund will correspond
directly to those of the Portfolio, the following is a discussion of the various
investments of and techniques employed by the Portfolio. Additional information
about the investment policies of the Portfolio appears in "Risk Factors:
Matching the Fund to Your Investment Needs" herein and in the SAI. There can be
no assurance that the Fund's and the Portfolio's investment objective will be
achieved.
The Portfolio's investment objective is a high level of current income while
seeking to maintain a stable value per Share. The Portfolio expects to invest at
least 65% of its total assets in fixed income securities ("Fixed Income
Securities") of varying maturities rated, at the time of purchase, in one of the
top three long-term rating categories by Standard & Poor's ("S&P"), Moody's
Investors Service, Inc. ("Moody's"), or Duff & Phelps Credit Rating Co., or
comparably rated by another nationally recognized statistical rating
organization ("NRSRO"), or, if not rated by a NRSRO, of comparable quality as
determined by Bankers Trust in its sole discretion.
In addition, the Portfolio will enter into Wrapper Agreements with insurance
companies, banks or other financial institutions ("Wrapper Providers") that are
rated, at the time of purchase, in one of the top two long-term rating
categories by Moody's or S&P. There is no active trading market for Wrapper
Agreements, and none is expected to develop; therefore, they will be considered
illiquid. At the time of purchase, the value of all of the Wrapper Agreements
and any other illiquid securities will not exceed 15% of the Portfolio's net
assets.
The Fixed Income Securities include fixed income securities issued or guaranteed
by the U.S. Government, or any agency or instrumentality thereof; publicly or
privately issued U.S. dollar-denominated debt of domestic or foreign entities,
including corporate, sovereign or supranational entities; publicly issued U.S.
dollar denominated asset-backed securities issued by domestic or foreign
entities; mortgage pass-through securities issued by the Government National
Mortgage Association ("GNMA"), the Federal Home Loan Mortgage Corporation
("FHLMC") or the Federal National Mortgage Association ("FNMA"); mortgage
pass-through securities issued by non-government entities such as banks,
mortgage lenders, or other financial institutions, including private label
mortgage pass-through securities and whole loans; collateralized mortgage
obligations ("CMOs") and real estate mortgage investment conduits ("REMICs"),
which are mortgage-backed debt instruments that make payments of principal and
interest at a variety of intervals and are collateralized by any of the
aforementioned mortgage pass-through securities or whole loans; and obligations
issued or guaranteed, or backed by securities issued or guaranteed by, the U.S.
Government, or any of its agencies or instrumentalities, including Certificates
of Accrual Treasury Securities ("CATS"), Treasury Income Growth Receipts
("TIGRs"), and Treasury Receipts ("TRs") and zero coupon securities (securities
consisting solely of the principal or interest component of a U.S. Treasury
bond).
The Portfolio Securities purchased by the Portfolio also include short-term
investments rated, at the time of purchase, in one of the top two short-term
rating categories by an NRSRO or, if unrated, of comparable quality in the
opinion of the Adviser, including commercial paper and time deposits,
certificates of deposit, bankers' acceptances and other instruments of foreign
and domestic banks and thrift institutions. The Portfolio may invest up to 35%
of its total assets in such short-term investments for purposes of liquidity and
up to 100% of its total assets in such instruments for temporary defensive
purposes. The Portfolio may also invest in and utilize the following investments
and investment techniques and practices: Rule 144A securities (as defined in
"Securities and Investment Practices of the Portfolio" ), when-issued and
delayed delivery securities, repurchase agreements, reverse repurchase
agreements and dollar rolls, and options and futures contracts. See "Risk
Factors: Matching the Fund to Your Investment Needs" herein and in the SAI for
more information.
In selecting securities for the Portfolio, the Adviser attempts to maintain an
average portfolio duration of the Portfolio Securities within a range of 2.5 to
4.5 years. Duration is a measure of the expected life of a Fixed Income Security
on a present value basis which incorporates the security's yield, coupon
interest payments, final maturity and call features into a single measure.
RISK FACTORS: MATCHING THE FUND TO YOUR INVESTMENT NEEDS
The following pages contain more detailed information about types of instruments
in which the Portfolio may invest and strategies the Adviser may employ in
pursuit of the Portfolio's investment objective. A summary of the risks and
restrictions associated with these investments and investment practices is
included as well.
The Adviser may not buy all of these instruments or use all of these techniques
to the full extent permitted unless it believes that doing so will help the
Portfolio achieve its goal. Current holdings and investment strategies will be
described in the financial reports of the Fund and the Portfolio, which will be
sent to Fund shareholders twice a year.
Risks of Investing in Fixed Income Securities
All fixed income investments have exposure to three types of risks. Credit risk
is the possibility that the issuer of a Fixed Income Security will fail to make
timely payments of either interest or principal to the Portfolio. Interest rate
risk is the potential for fluctuations in the prices of Fixed Income Securities
due to changing interest rates. Income risk is the potential for decline in the
Portfolio's income due to the investment or reinvestment of assets in Fixed
Income Securities when market interest rates are falling.
Although there is no assurance that it will achieve its objective, the Portfolio
attempts to enhance yield while minimizing these risks. If an issuer of a Fixed
Income Security or a Wrapper Provider becomes financially impaired, it may
default on its obligations and the Portfolio's interest income may be reduced or
the Portfolio may incur a loss of principal. This is an example of credit risk.
In order to minimize credit risk, the Portfolio's assets are allocated among a
diversified group of issuers. Credit analysis is applied to every security and
Wrapper Provider selected for the Portfolio. Once purchased, a security and, in
the case of a Wrapper Agreement, the Wrapper Provider is monitored regularly by
Bankers Trust for maintenance of adequate credit characteristics. In the event
that the rating of a security or Wrapper Provider is downgraded by one or more
NRSRO, the Portfolio may elect to retain the security or applicable Wrapper
Agreement. However, some Wrapper Agreements may require that Fixed Income
Securities that fall below investment grade be liquidated within a set time
period, typically within one year or less. The Portfolio may elect not to cover
with Wrapper Agreements any Fixed Income Securities with a remaining maturity of
60 days or less and any cash or short term investments.
When interest rates rise, Fixed Income Security prices generally decline. When
interest rates fall, Fixed Income Security prices generally increase. Generally,
the longer the maturity of the Fixed Income Security, the higher its yield,
although longer-term Fixed Income Securities tend to offer less price stability
in response to changes in interest rates than do shorter-term investments.
Therefore, portfolios with shorter average maturities tend to have less risk and
lower returns than portfolios with longer average maturities. This is an example
of interest rate risk. In order to help maintain an average portfolio duration
of 2.5 to 4.5 years, the Portfolio will invest primarily in Fixed Income
Securities of short- to intermediate-term maturities. This will help to minimize
interest rate risk. In addition, unlike most traditional fixed income
portfolios, the Portfolio purchases Wrapper Agreements that should offset
substantially all of the price fluctuations typically associated with
longer-term Fixed Income Securities.
It is important to note the distinction between the Portfolio and short-term
investments such as money market funds. The securities held by the Portfolio
have a longer average maturity than those of money market funds. Because a money
market fund has a shorter average maturity, its yield will track the direction
of current market rates of return more closely than the Portfolio. For example,
in a rising interest rate environment, money market yields may rise more quickly
than will the Portfolio's. In a falling interest rate environment, money market
yields may fall more quickly than the Portfolio's. Over the long-term, however,
intermediate and long-term Fixed Income Securities such as those purchased by
the Portfolio have historically offered higher yields than short-term
investments (i.e., money market funds).
Risks of Wrapper Agreements
Each Wrapper Agreement obligates the Wrapper Provider to maintain the "Book
Value" of a portion of the Portfolio's assets ("Covered Assets") up to a
specified maximum dollar amount, upon the occurrence of certain events. The Book
Value of the Covered Assets is their purchase price (i) plus interest on the
Covered Assets at a rate specified in the Wrapper Agreement ("Crediting Rate"),
and (ii) less an adjustment to reflect any defaulted securities. The Crediting
Rate used in computing Book Value is calculated by a formula specified in the
Wrapper Agreement and is adjusted periodically. In the case of most Wrapper
Agreements purchased by the Portfolio, the Crediting Rate is based on the actual
interest income earned on the Covered Assets plus or minus an adjustment for an
amount receivable from or payable to the Wrapper Provider based on fluctuations
in the market value of the Covered Assets. As a result, while the Crediting Rate
will generally reflect movements in market rates of interest, it may at any time
be more or less than these rates or the actual interest income earned on the
Covered Assets. The Crediting Rate may also be impacted by defaulted securities
and by increases and decreases of the amount of Covered Assets as a result of
contributions and withdrawals tied to the sale and redemption of Shares.
Furthermore, the premiums due Wrapper Providers in connection with the
Portfolio's investment in Wrapper Agreements are offset against and thus reduce
the Crediting Rate. These premiums are generally paid quarterly. In no event
will the Crediting Rate fall below zero percent under the Wrapper Agreements
entered into by the Portfolio.
Under the terms of a typical Wrapper Agreement, if the market value (plus
accrued interest on the underlying securities) of the Covered Assets is less
than their Book Value at the time the Covered Assets are liquidated in order to
provide proceeds for withdrawals of Portfolio interests resulting from
redemptions of Shares by Plan participants, the Wrapper Provider becomes
obligated to pay to the Portfolio the difference. Conversely, the Portfolio
becomes obligated to make a payment to the Wrapper Provider if it is necessary
for the Portfolio to liquidate Covered Assets at a price above their Book Value
in order to make withdrawal payments. (Withdrawals generally will arise when the
Fund must pay shareholders who redeem their Shares.) Because it is anticipated
that each Wrapper Agreement will cover all Covered Assets up to a specified
dollar amount, if more than one Wrapper Provider becomes obligated to pay to the
Portfolio the difference between Book Value and market value (plus accrued
interest on the underlying securities), each Wrapper Provider will be obligated
to pay a pro-rata amount in proportion to the maximum dollar amount of coverage
provided. Thus, the Portfolio will not have the option of choosing which Wrapper
Agreement to draw upon in any such payment situation.
The terms of the Wrapper Agreements vary concerning when these payments must
actually be made between the Portfolio and the Wrapper Provider. In some cases,
payments may be due upon disposition of the Covered Assets; other Wrapper
Agreements provide for settlement only upon termination of the Wrapper Agreement
or total liquidation of the Covered Assets. A Wrapper Provider's obligation to
make payments to the Portfolio may be subject to prior notice requirements for
certain types of withdrawals from the Portfolio. For example, the Wrapper
Agreement may require that one year's notice be provided to obtain Book Value
payments with respect to withdrawals to provide liquidity for Fund redemptions
that are not directed by Plan participants. The Portfolio does not anticipate
that it will be required to liquidate Covered Assets for the purpose of paying
such withdrawals before any such notice period has expired. However, in the
unlikely event that this occurs, the NAV of the Portfolio, and hence of the
Shares, may be reduced. Additionally, a Wrapper Provider's obligation to make
payments for Plan withdrawals after twelve months' prior notice (as opposed to
those directed by Plan participants) may require adjustments to the Crediting
Rate and increases in the Portfolio's holdings of short term investments, which
might adversely affect the return of the Portfolio and the Fund. Please see
discussion of "Liquidity Reserve" .
The Fund expects that the use of Wrapper Agreements by the Portfolio will under
most circumstances permit the Fund to maintain a constant NAV per Share and to
pay dividends that will generally reflect over time both the interest income of,
and market gains and losses on, the Covered Assets held by the Portfolio less
the expenses of the Fund and the Portfolio. However, there can be no guarantee
that the Fund will maintain a constant NAV per Share or that any Fund
shareholder or Plan participant will realize the same investment return as might
be realized by investing directly in the Portfolio assets other than the Wrapper
Agreements. For example, a default by the issuer of a Portfolio Security or a
Wrapper Provider on its obligations might result in a decrease in the value of
the Portfolio assets and, consequently, the Shares. The Wrapper Agreements
generally do not protect the Portfolio from loss if an issuer of Portfolio
Securities defaults on payments of interest or principal. Additionally, a Fund
shareholder may realize more or less than the actual investment return on the
Portfolio Securities depending upon the timing of the shareholder's purchases
and redemption of Shares, as well as those of other shareholders. Furthermore,
there can be no assurance that the Portfolio will be able at all times to obtain
Wrapper Agreements. Although it is the current intention of the Portfolio to
obtain such agreements covering all of its assets (with the exceptions noted),
the Portfolio may elect not to cover some or all of its assets with Wrapper
Agreements should Wrapper Agreements become unavailable or should other
conditions such as cost, in Bankers Trust's sole discretion, render their
purchase inadvisable.
If, in the event of a default of a Wrapper Provider, the Portfolio were unable
to obtain a replacement Wrapper Agreement, participants redeeming Shares might
experience losses if the market value of the Portfolio's assets no longer
covered by the Wrapper Agreement is below Book Value. The combination of the
default of a Wrapper Provider and an inability to obtain a replacement agreement
could render the Portfolio and the Fund unable to achieve their investment
objective of maintaining a stable NAV per Share. If the Board of Trustees of the
Portfolio Trust (the "Portfolio Trust Board") determines that a Wrapper Provider
is unable to make payments when due, that Board may assign a fair value to the
Wrapper Agreement that is less than the difference between the Book Value and
the market value (plus accrued interest on the underlying securities) of the
applicable Covered Assets and the Portfolio might be unable to maintain NAV
stability.
Some Wrapper Agreements require that the Portfolio maintain a specified
percentage of its total assets in short-term investments ("Liquidity Reserve").
These short-term investments must be used for the payment of withdrawals from
the Portfolio and Portfolio expenses. To the extent the Liquidity Reserve falls
below the specified percentage of total assets, the Portfolio is obligated to
direct all net cash flow to the replenishment of the Liquidity Reserve. The
obligation to maintain a Liquidity Reserve may result in a lower return for the
Portfolio and the Fund than if these funds were invested in longer-term Fixed
Income Securities. The Liquidity Reserve required by all Wrapper Agreements is
not expected to exceed 20% of the Portfolio's total assets. However, the
Liquidity Reserve amount may be required to be increased above this limit as a
result of anticipated Plan redemptions within one year.
Wrapper Agreements also require that the Covered Assets have a specified
duration or maturity, consist of specified types of securities or be of a
specified investment quality. The Portfolio will purchase Wrapper Agreements
whose criteria in this regard are consistent with the Portfolio's (and the
Fund's) investment objective and policies as described in this Prospectus.
Wrapper Agreements may also require the disposition of securities whose ratings
are downgraded below a certain level. This may limit the Portfolio's ability to
hold such downgraded securities. Please see the SAI for additional information
concerning Wrapper Agreements.
Derivatives
The Portfolio may invest in various instruments, including the Wrapper
Agreements, that are commonly known as derivatives. Generally, a derivative is a
financial arrangement the value of which is based on, or "derived" from, a
traditional security, asset or market index. Some derivatives such as
mortgage-related and other asset-backed securities are in many respects like any
other investments, although they may be more volatile or less liquid than more
traditional debt securities. There are, in fact, many different types of
derivatives and many different ways to use them. There are a range of risks
associated with those uses. Futures contracts and options are commonly used for
traditional hedging purposes to attempt to protect an investor from exposure to
changing interest rates, securities prices or currency exchange rates and for
cash management purposes as a low cost method of gaining exposure to a
particular securities market without investing directly in those securities.
However, some derivatives are used for leverage, which tends to magnify the
effect of an instrument's price changes as market conditions change. Leverage
involves the use of a small amount of money to control a large amount of
financial assets and can, in some circumstances, lead to significant losses.
Bankers Trust uses derivatives only in circumstances where it believes they
offer the most economic means of improving the risk/reward profile of the
Portfolio. Derivatives will not be used to increase portfolio risk above the
level that could be achieved using only traditional investment securities or to
acquire exposure to changes in the value of assets or indexes that by themselves
would not be purchased for the Portfolio. The use of derivatives for non-hedging
purposes may be considered speculative. A further description of the derivatives
that the Portfolio may use and some of their associated risks is found in
"Securities and Investment Practices of the Portfolio" .
SPECIAL INFORMATION CONCERNING THE MASTER-FEEDER FUND STRUCTURE
Unlike other mutual funds that directly acquire and manage their own portfolio
securities, the Fund seeks to achieve its investment objective by investing all
of its net investable assets in the Portfolio, a separate subtrust of a
registered investment company with the same investment objective as the Fund.
Therefore, a Fund shareholder's interest in the Portfolio's assets is indirect.
In addition to selling a beneficial interest to the Fund, the Portfolio may sell
beneficial interests to other mutual funds or institutional investors. Such
investors will invest in the Portfolio on the same terms and conditions and will
pay a proportionate share of the Portfolio's expenses. However, the other
investors investing in the Portfolio are not required to sell their shares or
other interests at the same public offering price as the Fund, due to variations
in sales commissions and other operating expenses. Therefore, investors in the
Fund should be aware that these differences may result in differences in returns
experienced by investors in the different entities that invest in the Portfolio.
Such differences in returns are also present in other mutual fund structures.
Information concerning other holders of interests in the Portfolio is available
from Bankers Trust, as the Administrator, at 1-800-677-7596.
The master-feeder structure is relatively complex, so shareholders should
carefully consider this investment approach. Smaller investors in the Portfolio
may be materially affected by the actions of larger investors in the Portfolio.
For example, if a large investor withdraws from the Portfolio, the remaining
investors may experience higher pro rata operating expenses, thereby producing
lower returns (however, this possibility exists as well for traditionally
structured funds that have large investors). Additionally, the Portfolio may
become less diverse, resulting in increased portfolio risk. Also, investors with
a greater pro rata ownership in the Portfolio could have effective voting
control of its operations. Except as permitted by the SEC, whenever the Trust is
requested to vote on matters pertaining to the Portfolio, the Trust will hold a
meeting of shareholders of the Fund and will cast all of its votes in the same
proportion as the votes of the Fund's shareholders. Fund shareholders who do not
vote will not affect the Trust's votes on the Portfolio's matters; the Trust's
votes representing Fund shareholders not voting will be voted by the Trustees or
officers of the Trust in the same proportion as the Fund shareholders who do, in
fact, vote. Certain changes in the Portfolio's investment objective, policies or
restrictions may require the Fund to withdraw its interest in the Portfolio. Any
such withdrawal could result in a distribution "in kind" of Portfolio assets (as
opposed to a cash distribution from the Portfolio). If securities are
distributed, the Fund could incur brokerage, tax or other charges in converting
the securities to cash. In addition, the distribution in kind may result in a
less diversified portfolio of investments or adversely affect the liquidity of
the Fund. Notwithstanding the above, there are other means for meeting
redemption requests, such as borrowing. The Fund may withdraw its investment
from the Portfolio at any time, if the Board of Trustees of the Trust (the
"Trust Board") determines that it is in the best interests of the shareholders
of the Fund to do so. Upon any such withdrawal, the Trust Board would consider
what action might be taken, including the investment of all the assets of the
Fund in another pooled investment entity having the same investment objective as
the Fund or the retaining of an investment adviser to manage the Fund's assets
in accordance with the investment policies described herein with respect to the
Portfolio.
The Fund's investment objective is not a fundamental policy and may be changed
upon notice to, but without the need for approval of, its shareholders. If there
is a change in the Fund's investment objective, its shareholders should consider
whether the Fund remains an appropriate investment in light of their
then-current needs. The investment objective of the Portfolio also is not a
fundamental policy. Shareholders of the Fund will receive 30 days' prior written
notice with respect to any change in the investment objective of the Fund or the
Portfolio. See "Investment Restrictions" in the SAI for a description of the
fundamental policies of the Portfolio that cannot be changed without approval by
"the vote of a majority of the outstanding voting securities" (as defined in the
Investment Company Act of 1940 (the "1940 Act")) of the Portfolio.
SECURITIES AND INVESTMENT PRACTICES OF THE PORTFOLIO
U.S. Government Securities. U.S. Government Securities are high-quality
debt securities issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. Government. Not all U.S. Government securities are
backed by the full faith and credit of the United States. For example,
securities issued by the Farm Credit Bank or by the FNMA are supported by the
instrumentality's right to borrow money from the U.S. Treasury under certain
circumstances. However, securities issued by certain other U.S. agencies or
instrumentalities are supported only by the credit of the entity that issued
them.
Other U.S. Dollar-Denominated Fixed Income Securities. Bonds and other debt
instruments are used by issuers to borrow money from investors. The issuer pays
the investor a fixed or variable rate of interest and must repay the amount
borrowed at maturity. Some debt securities, such as zero coupon bonds, do not
pay current interest but are purchased at a discount from their face values.
Debt securities, loans and other direct debt have varying degrees of quality and
varying levels of sensitivity to changes in interest rates. Longer-term bonds
are generally more sensitive to interest rate changes than short-term bonds.
U.S. Dollar-Denominated Sovereign and Supranational Fixed Income Securities.
Debt instruments issued or guaranteed by foreign governments, agencies and
supranational organizations ("sovereign debt obligations"), especially sovereign
debt obligations of developing countries, may involve a high degree of risk. The
issuer of the obligation or the governmental authorities that control the
repayment of the debt may be unable or unwilling to repay principal and interest
when due and may require renegotiation or rescheduling of debt payments. In
addition, prospects for repayment of principal and interest may depend on
political as well as economic factors.
Mortgage-Backed Securities. The Portfolio may purchase mortgage-backed
securities issued by the U.S. Government, its agencies or instrumentalities and
non-governmental entities such as banks, mortgage lenders or other financial
institutions. Mortgage-backed securities include mortgage pass-through
securities, mortgage-backed bonds and mortgage pay-through securities. A
mortgage pass-through security is a pro rata interest in a pool of mortgages
where the cash flow generated from the mortgage collateral is passed through to
the security holder. A mortgage-backed bond is a general obligation of the
issuer, payable out of the issuer's general funds and additionally secured by a
first lien on a pool of mortgages. Mortgage pay-through securities exhibit
characteristics of both pass-through and mortgage-backed bonds. The mortgage
pass-through securities issued by non-governmental entities such as banks,
mortgage lenders or other financial institutions in which the Portfolio may
invest include private label mortgage pass-through securities and whole loans.
Mortgage-backed securities also include other debt obligations secured by
mortgages on commercial real estate or residential properties. Other types of
mortgage-backed securities will likely be developed in the future, and the
Portfolio may invest in them if Bankers Trust determines they are consistent
with the Portfolio's investment objective and policies.
Unlike ordinary Fixed Income Securities, which generally pay a fixed rate of
interest and return principal upon maturity, mortgage-backed securities repay
both interest income and principal as part of their periodic payments. Because
the mortgages underlying mortgage-backed certificates can be prepaid at any time
by homeowners or corporate borrowers, mortgage-backed securities give rise to
certain unique "pre-payment" risks. Prepayment risk or call risk is the
likelihood that, during periods of falling interest rates, securities with high
stated interest rates will be prepaid (or "called") prior to maturity, requiring
the Portfolio to invest the proceeds at generally lower interest rates.
Collateralized Mortgage Obligations. CMOs are pay-through securities
collateralized by mortgages or mortgage-backed securities. CMOs are issued in
classes and series that have different maturities and often are retired in
sequence. The issuer of a series of CMOs may elect to be treated as a REMIC.
Asset-Backed Securities. Asset-backed securities have structural characteristics
similar to mortgage-backed securities. However, the underlying assets are not
first lien mortgage loans or interests therein but include assets such as motor
vehicle installment sale contracts, other installment sale contracts, home
equity loans, leases of various types of real and personal property, and
receivables from revolving credit (credit card) agreements. Such assets are
securitized through the use of trusts or special purpose corporations. Payments
or distributions of principal and interest on asset-backed securities may be
guaranteed up to certain amounts and for a certain time period by a letter of
credit or a pool insurance policy issued by a financial institution unaffiliated
with the issuer, or other credit enhancements may be present.
Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities do not have the benefit
of the same type of security interest in the related collateral. Credit card
receivables are generally unsecured, and the debtors are entitled to the
protection of a number of state and federal consumer credit laws, many of which
give such debtors the right to avoid payment of certain amounts owed on the
credit cards, thereby reducing the balance due. There is the risk in connection
with automobile receivables that recoveries on repossessed collateral may not,
in some cases, be available to support payments on those securities.
U.S. Dollar-Denominated Foreign Securities. The Portfolio may invest a portion
of its assets in the dollar-denominated debt securities of foreign companies.
Investing in the securities of foreign companies involves more risks than
investing in securities of U.S. companies. Their value is subject to economic
and political developments in the countries where the companies operate and to
changes in foreign currency values. Values may also be affected by foreign tax
laws, changes in foreign economic or monetary policies, exchange control
regulations and regulations involving prohibitions on the repatriation of
foreign currencies.
In general, less information may be available about foreign companies than about
U.S. companies, and foreign companies are generally not subject to the same
accounting, auditing and financial reporting standards as are U.S. companies.
Foreign securities markets may be less liquid and subject to less regulation
than the U.S. securities markets. The costs of investing outside the United
States frequently are higher than those in the United States. These costs
include relatively higher brokerage commissions and foreign custody expenses.
Zero Coupon Securities. Zero Coupon Securities, including CATS, TIGRs and TRs,
are the separate income or principal components of a debt instrument. These
involve risks that are similar to those of other debt securities, although they
may be more volatile, and the value of certain zero coupon securities moves in
the same direction as interest rates. Zero coupon bonds do not make regular
interest payments.
Rule 144A Securities. Rule 144A Securities are securities that are not
registered for sale under the federal securities laws but can be resold to
institutions pursuant to Rule 144A under the Securities Act of 1933. Provided
that a dealer or institutional trading market in such securities exists, these
restricted securities are treated as exempt from the Portfolio's 15% limit on
illiquid securities. Under the supervision of the Portfolio Trust Board, Bankers
Trust determines the liquidity of restricted securities; and through reports
from Bankers Trust, the Portfolio Trust Board monitors trading activity in
restricted securities. If institutional trading in restricted securities were to
decline, the liquidity of the Portfolio could be adversely affected.
When-Issued and Delayed Delivery Securities. The Portfolio may purchase
securities on a when-issued or delayed delivery basis. Delivery of and payment
for these securities may take place as late as a month or more after the date of
the purchase commitment. The value of these securities is subject to market
fluctuations during this period, and no income accrues to the Portfolio until
settlement takes place.
Repurchase Agreements. In a repurchase agreement, the Portfolio buys a security
at one price and simultaneously agrees to sell it back to the seller on a
specific date and at a higher price reflecting a market rate of interest
unrelated to the coupon rate or maturity of the underlying security. Delays or
losses could result if the other party to the agreement defaults or becomes
insolvent.
Reverse Repurchase Agreements and Dollar Rolls. In a reverse repurchase
agreement, the Portfolio temporarily transfers possession of a portfolio
instrument to another party in return for cash. This could increase the risk of
fluctuation in the Fund's yield or in the market value of its interest in the
Portfolio. In a dollar roll, the Portfolio sells mortgage-backed or other
securities for delivery in the current month and simultaneously contracts to
purchase substantially similar securities on a specified future date. Reverse
repurchase agreements and dollar rolls are forms of borrowing and will be
counted towards the Portfolio's borrowing restrictions. See "Borrowing" on the
following pages and in the SAI. Wrapper Agreements would cover the cash proceeds
of such transactions but not the portfolio instruments transferred to another
party until possession of such instruments is returned to the Portfolio.
Short-Term Investments. The Portfolio's assets may be invested in high quality
short-term investments with remaining maturities of 397 days or less to maintain
the Liquidity Reserve, to meet anticipated redemptions and expenses for
day-to-day operating purposes and when, in Bankers Trust's opinion, it is
advisable to adopt a temporary defensive position because of unusual and adverse
conditions affecting the respective markets.
Borrowing. The Portfolio will not borrow money (including through reverse
repurchase agreements or dollar roll transactions) for any purpose in excess of
5% of its total assets, except that it may borrow for temporary or emergency
purposes up to 1/3 of its total assets. Under the 1940 Act, the Portfolio is
required to maintain continuous asset coverage of 300% with respect to such
borrowings and to sell (within three days) sufficient portfolio holdings to
restore such coverage if it should decline to less than 300% due to market
fluctuations or otherwise, even if such liquidation of the Portfolio's holdings
may be disadvantageous from an investment standpoint.
Leveraging by means of borrowing may exaggerate the effect of any increase or
decrease in the value of the Portfolio's securities and the Fund's NAV per
Share, and money borrowed by the Portfolio will be subject to interest and other
costs (which may include commitment fees and/or the cost of maintaining minimum
average balances) that may exceed the income received from the securities
purchased with the borrowed funds. It is not the intention of Bankers Trust to
use leverage as a normal practice in the investment of the Portfolio's assets.
Hedging Strategies. The Portfolio may use certain strategies designed to adjust
the overall risk of its investment portfolio. These "hedging" strategies involve
derivative contracts, including U.S. Treasury and Eurodollar futures contracts
and exchange-traded put and call options on such futures contracts. New
financial products and risk management techniques continue to be developed and
may be used if consistent with the Portfolio's investment objective and
policies. Among other purposes, these hedging strategies may be used to
effectively maintain a desired portfolio duration or to protect against market
risk should the Portfolio change its investments among different types of Fixed
Income Securities. In this respect, these hedging strategies are designed for
different purposes than the investments in Wrapper Agreements. The SAI contains
further information on these strategies.
The Portfolio might not use any hedging strategies, and there can be no
assurance that any strategy used will succeed. If the Adviser is incorrect in
its judgment on market values, interest rates or other economic factors in using
a hedging strategy, the Portfolio may have lower net income and a net loss on
the investment. Each of these strategies involves certain risks, which include:
o the fact that the skills needed to use hedging instruments are
different from those needed to select securities for the
Portfolio;
o the possibility of imperfect correlation, or even no correlation,
between the price movements of hedging instruments and price movements
of the securities or currencies being hedged;
o possible constraints placed on the Portfolio's ability to purchase or
sell portfolio investments at advantageous times due to the need for
the Portfolio to maintain "cover" or to segregate securities; and
o the possibility that the Portfolio is unable to close out or liquidate
its hedged position.
Asset Coverage. To assure that the Portfolio's use of futures contracts and
related options, as well as when-issued and delayed delivery securities, are not
used to achieve investment leverage, the Portfolio will cover such transactions,
as required under applicable interpretations of the SEC, either by owning the
underlying securities or by segregating liquid securities with the Portfolio's
custodian (Bankers Trust) in an amount at all times equal to or exceeding the
Portfolio's commitment with respect to these instruments or contracts. Assets
that are segregated for purposes of providing cover need not be physically
segregated in a separate account provided that the custodian notes on its books
that such assets are segregated. The Portfolio will also cover its use of
Wrapper Agreements to the extent required to avoid the creation of a "senior
security" (as defined in the 1940 Act) in connection with its use of such
agreements.
PERFORMANCE
The Fund's performance may be used from time to time in advertisements,
shareholders reports or other communications to shareholders or prospective
shareholders. Performance information may include investment results and/or
comparisons of its investment results to the IBC Averages, Lipper Averages, an
appropriate guaranteed interest contract ("GIC") average, or other various
unmanaged indices or results of other mutual funds or investment or saving
vehicles. The Portfolio's strategies, holdings and performance will be detailed
twice a year in the Fund's financial reports, which are sent to all Fund
shareholders.
Mutual fund performance is commonly measured as total return and/or yield. The
performance of a class of shares is affected by its expenses and those of the
Portfolio.
Explanation of Terms
Total Return is the change in value of an investment in the Shares over a given
period, assuming reinvestment of any dividends and capital gain distributions. A
cumulative total return reflects actual performance over a stated period of
time. An average annual total return is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
return calculations smooth out variations in performance; they are not the same
as actual year-by-year results. Average annual total returns covering periods of
less than one year assume that performance will remain constant for the rest of
the year.
Yield refers to the income generated by an investment in the Shares over a given
period of time, expressed as an annual percentage rate. Yields are calculated
according to a standard that is required for all stock and bond funds. Because
this differs from other accounting methods, the quoted yield may not equal the
income actually paid to shareholders.
Performance information or advertisements may include comparisons of the Share's
investment results to various unmanaged indices or results of other mutual funds
or investment or savings vehicles. From time to time, the Share's ranking may be
quoted from various sources, such as Lipper Analytical Services, Inc., Value
Line, Inc. and Morningstar, Inc.
Unlike some bank deposits or other investments that pay a fixed yield for a
stated period of time, the total return of the Shares will vary depending upon
interest rates, the current market value of the Portfolio Securities and the
Wrapper Agreements and changes in the expenses of the Shares and the Portfolio.
In addition, during certain periods for which total return may be provided,
Bankers Trust may have voluntarily agreed to waive portions of its fees, or to
reimburse certain operating expenses of the Fund or the Portfolio, on a
month-to-month basis. Such waivers will have the effect of increasing the Fund's
net income (and therefore its yield and total return) during the period such
waivers are in effect.
Total returns and yields are based on past results and are not an indication of
future performance.
MANAGEMENT OF THE TRUSTS
Boards of Trustees
The Trust and the Portfolio Trust (collectively the "Trusts") are each governed
by a Board of Trustees that is responsible for protecting the interests of
investors. A majority of the Trustees who are not "interested persons" (as
defined in the 1940 Act) of either Trust have adopted written procedures
reasonably appropriate to deal with potential conflicts of interest arising from
the fact that some of the same individuals may be Trustees of both Trusts, up to
and including creating separate boards of trustees. See "Management of the
Trusts" in the SAI for more information with respect to the Trustees and
officers of the Trusts.
Investment Adviser
The Fund has not retained the services of an investment adviser because it seeks
to achieve its investment objective by investing all of its net investable
assets in the Portfolio. The Portfolio has retained the services of Bankers
Trust as its investment adviser pursuant to an Investment Advisory Agreement
between the Portfolio Trust and Bankers Trust dated April 28, 1993 (the
"Investment Advisory Agreement").
Bankers Trust Company and Its Affiliates
Bankers Trust Company, a New York banking corporation with principal offices at
130 Liberty Street (One Bankers Trust Plaza), 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 March 31, 1997, Bankers Trust New York Corporation was the seventh largest
bank holding company in the United States with total assets of approximately
$122 billion. Bankers Trust is a worldwide merchant bank dedicated to servicing
the needs of corporations, governments, financial institutions and private
clients through a global network of over 80 offices in more than 48 countries.
Investment management is a core business of Bankers Trust, built on a tradition
of excellence from its roots as a trust bank founded in 1903. Bankers Trust is
one of the nation's largest and most experienced investment managers, with over
$233 billion in assets under management globally. 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's officers have had
extensive experience in managing investment portfolios having objectives similar
to those of the Fund and the Portfolio. Bankers Trust has more than 50 years of
experience managing retirement assets for the nation's largest corporations and
institutions.
Bankers Trust, subject to the supervision and direction of the Portfolio Trust's
Board, manages the Portfolio in accordance with the Portfolio's investment
objective and stated investment policies, makes investment decisions for the
Portfolio, places orders to purchase and sell securities and other financial
instruments on behalf of the Portfolio and employs professional investment
managers and securities analysts who provide research services to the Portfolio.
Bankers Trust may utilize the expertise of any of its worldwide subsidiaries and
affiliates to assist it in its role as investment adviser. All orders for
investment transactions on behalf of the Portfolio are placed by Bankers Trust
with broker-dealers and other financial intermediaries that it selects,
including those affiliated with Bankers Trust. A Bankers Trust affiliate will be
used in connection with a purchase or sale of an investment for the Portfolio
only if Bankers Trust believes that the affiliate's charge for the transaction
does not exceed usual and customary levels. The Portfolio will not invest in
obligations, including Wrapper Agreements, for which Bankers Trust or any of its
affiliates is the ultimate obligor or accepting bank. The Portfolio may,
however, invest in the obligations of correspondents and customers of Bankers
Trust.
The Investment Advisory Agreement provides for the Portfolio Trust to pay
Bankers Trust a fee, accrued daily and paid monthly, equal to 0.35% per year of
the average daily net assets of the Portfolio. Bankers Trust has indicated that
it will voluntarily waive all but 0.20% of this fee.
Bankers Trust has been advised by its counsel that, in counsel's opinion,
Bankers Trust currently may perform the services for the Trusts described in
this Prospectus 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.
Portfolio Management
Eric Kirsch (CFA), a Managing Director of Bankers Trust, has been responsible
for the day-to-day investment management of the Portfolio since its inception.
Mr. Kirsch heads the stable value investment group of Bankers Trust's Global
Investment Management business. In this capacity, he manages stable value
portfolios and coordinates fixed income portfolio management and trading
functions with regards to these portfolios' investments. He joined Bankers Trust
in 1980.
John H. Dolan, a Managing Director of Bankers Trust, is head of the domestic
fixed income investment group that manages the Fixed Income Securities of the
Portfolio. From 1987 to 1995, Mr. Dolan was a Managing Director at Salomon
Brothers where he managed the CMO structuring effort and coordinated Salomon's
trading/syndicate relationship with the Resolution Trust Corporation. He joined
Bankers Trust in 1995.
Bankers Trust investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for personal
investing and restricts certain transactions.
Administrator
Under an Administration and Services Agreement with the Trust, Bankers Trust
calculates the NAV per Share of the Fund and generally assists the Trust Board
in all aspects of the administration and operation of the Fund. This
Administration and Services Agreement provides for the Trust to pay Bankers
Trust a fee, accrued daily and paid monthly, to 0.25% per year of the average
daily net assets of the Fund.
Under an Administration and Services Agreement with the Portfolio Trust, Bankers
Trust calculates the NAV of the Portfolio and generally assists the Portfolio in
all aspects of the administration and operation of the Portfolio. This
Administration and Services Agreement provides for the Portfolio to pay Bankers
Trust a fee, accrued daily and paid monthly, equal to 0.05% per year of the
Portfolio's average daily net assets. Under this Administration and Services
Agreement, Bankers Trust may delegate one or more of its responsibilities to
others, including the Distributor, at Bankers Trust's expense.
Distributor
Edgewood, as Distributor, 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. Edgewood is a New York
corporation and a wholly-owned subsidiary of Federated Investors. Its principal
offices are at Clearing Operations, P.O. Box 897, Pittsburgh, PA 15230.
Custodian and Transfer Agent
Bankers Trust acts as custodian for the assets of the Portfolio and serves as
the Trust's transfer agent (the "Transfer Agent") under the Administration and
Services Agreement with the Trust. It is not separately compensated for these
services and may, at its own expense, delegate certain services to other service
providers.
NET ASSET VALUE
The NAV per Share is calculated on each day on which the New York Stock
Exchange, Inc. (the "NYSE") is open (each such day being a "Valuation Day"). The
NYSE is currently open on each day, Monday through Friday, except (a) January
1st, Martin Luther King Day, Presidents' Day (the third Monday in February),
Good Friday, Memorial Day (the last Monday in May), July 4th, Labor Day (the
first Monday in September), 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 is calculated once on each Valuation Day as of the close of
regular trading on the NYSE (the "Valuation Time"), which is currently 4:00
p.m., Eastern time, or if the NYSE closes early, at the time of the early
closing. The NAV per Share is computed by dividing the value of the Fund's
assets (i.e., the value of its investment in the Portfolio and other assets, if
any), less all liabilities, by the total number of its Shares outstanding. The
Portfolio's securities and other assets are valued primarily on the basis of
market quotations or, if quotations are not readily available, by a method that
the Portfolio Trust Board believes accurately reflects fair value.
Pursuant to procedures adopted by the Portfolio Trust Board, the fair value of a
Wrapper Agreement ("Wrapper Value") generally will be equal to the difference
between the Book Value and the market value (plus accrued interest on the
underlying securities) of the applicable Covered Assets. If the market value
(plus accrued interest on the underlying securities) of the Covered Assets is
greater than their Book Value, the Wrapper Value will be reflected as a
liability of the Portfolio in the amount of the difference, i.e., a negative
value, reflecting the potential liability of the Portfolio to the Wrapper
Provider. If the market value (plus accrued interest on the underlying
securities) of the Covered Assets is less than their Book Value, the Wrapper
Value will be reflected as an asset of the Portfolio in the amount of the
difference, i.e., a positive value, reflecting the potential liability of the
Wrapper Provider to the Portfolio. In performing its fair value determination,
the Portfolio Trust Board expects to consider the creditworthiness and ability
of a Wrapper Provider to pay amounts due under the Wrapper Agreement. If the
Portfolio Trust Board determines that a Wrapper Provider is unable to make such
payments, that Board may assign a fair value to the Wrapper Agreement that is
less than the difference between the Book Value and the market value (plus
accrued interest on the underlying securities) of the applicable Covered Assets
and the Portfolio might be unable to maintain NAV stability.
Under procedures adopted by the Trust Board, an NAV per Share later determined
to have been inaccurate for any reason will be recalculated. Purchases and
redemptions made at an NAV per Share determined to have been inaccurate will be
adjusted, although in certain circumstances, such as where the difference
between the original NAV per Share and the recalculated NAV per Share divided by
the latter is 0.005 (1/2 of 1%) or less or shareholder transactions are
otherwise insubstantially affected, action is not required.
SHAREHOLDER AND ACCOUNT POLICIES
ACCOUNT INFORMATION
The Fund is offered solely to Plans that limit their participants' ability to
direct a withdrawal from the Fund to the following circumstances:
o upon the Plan participant's death, retirement, disability or termination;
o to fund Plan participant loans and other "in service" withdrawals made
pursuant to the terms of the Plan; and
o for transfers to other Plan investment options that are not "competing funds."
"Competing funds" are any fixed income investment options with a targeted
average duration of three years or less, or any investment option that seeks to
maintain a stable value per unit or share, including money market funds.
Transfers between the Fund and a non-competing fund will be required to remain
in the non-competing fund for a period of at least three months before transfer
to a competing fund.
Fund Shares will be owned by the Plans, which will in turn offer the Fund as an
investment option to their participants. Investments in the Fund may by
themselves represent an investment option for a Plan or may be combined with
other investments as part of a pooled investment option for the Plan. In the
latter case, the Fund will require Plans to provide information regarding the
withdrawal order and other characteristics of any pooled investment option in
which the Shares are included prior to a Plans initial investment in the Fund.
Thereafter, the Fund will require the Plan to provide information regarding any
changes to the withdrawal order and other characteristics of the pooled
investment option before such changes are implemented. The Fund in its sole
discretion may decline to sell Shares to Plans if the governing withdrawal order
or other characteristics of any pooled investment option in which the Shares are
included is determined at any time to be disadvantageous to the Fund.
Plan participants should contact their Plan administrator or the organization
that provides recordkeeping services if they have questions concerning their
account. Plan administrators and fiduciaries should call 1-800-677-7596 for
information regarding a Plan's account with the Fund.
TRANSACTIONS IN FUND SHARES
Plan participant-directed purchases, exchanges and redemptions of Shares are
handled in accordance with each Plan's specific provisions. Plans may have
different provisions with respect to the timing and method of purchases,
exchanges and redemptions by Plan participants. Plan participants should contact
their Plan administrator for details concerning how they may direct transactions
in Shares. It is the responsibility of the Plan administrator or other Plan
service provider to forward instructions for these transactions to Bankers
Trust.
Purchase orders for Shares that are received by Bankers Trust, as the Transfer
Agent, or other authorized agent of the Fund, prior to the Valuation Time on any
Valuation Day will be effective at that Valuation Time. The Trust and the
Distributor reserve the right to reject any purchase order. Certificates for
Shares will not be issued. Redemption requests will be processed at the NAV next
determined after a request for redemption is received in good order by Bankers
Trust. Normally, the Fund will make payment for all Shares redeemed under this
procedure within one business day after a request is received. In no event will
payment be made more than seven days after receipt of a redemption request in
good order. The Fund may suspend the right of redemption or postpone the date at
times when both the NYSE and the Fund's custodian bank (Bankers Trust) are
closed, or under any emergency circumstances as determined by the SEC.
The Fund reserves the right to honor any request for redemption by making
payment in whole or in part in securities and in Wrapper Agreements, selected
solely in the discretion of Bankers Trust. To the extent that payment is made in
securities, a shareholder may incur transaction expenses in converting these
securities into cash. To the extent that a redemption in kind includes Wrapper
Agreements, the Fund will obtain from the portfolio and assign to the redeeming
Plan one or more Wrapper Agreements issued by the Wrapper Providers covering the
Portfolio Securities distributed in kind. The terms and conditions of Wrapper
Agreements provided to a redeeming Plan will be the same or substantially
similar to the terms and conditions of the Wrapper Agreements held by the
Portfolio. Wrapper Agreements are not liquid securities and may impose
restrictions on termination or withdrawal, including notice periods of one year
or longer for non-participant directed withdrawals. The maintenance of Wrapper
Agreements distributed in kind will also require that a Plan pay fees to the
Wrapper Provider, directly, rather than through the Fund, and that the
securities covered by the Wrapper Agreement continue to have a specified
duration or maturity, consist of specified types of securities or be of a
specified investment quality. Accordingly, although a redeeming Plan may freely
buy and sell securities covered by a Wrapper Agreement, its management of the
securities must be consistent with Wrapper Agreement requirements in order for
it to obtain the benefits of the Wrapper Agreement. Moreover, a Plan may be
required to obtain at its own expense the services of a qualified investment
manager to manage the securities distributed in kind in conformity with the
Wrapper Agreement provisions and may incur additional administrative expenses in
managing this portfolio. Please see the SAI for additional information
concerning Wrapper Agreements and redemptions in kind.
The Fund has elected, however, to redeem Shares solely in cash up to the lesser
of $500,000 or 1% of the NAV of the Fund during any 90-day period for any one
shareholder. The Fund anticipates that it will exercise this right to redeem in
kind in the case of redemptions of Shares that are not directed by Plan
participants and that are made on less than twelve months' prior written notice
to Bankers Trust. In such case, a redemption request by a withdrawing Plan will
not be considered received in good order unless that Plan has provided to
Bankers Trust: (i) its current name; (ii) a listing of its trustee(s); (iii)
copies of Plan documents or summaries thereof describing the investment options
available to and the restrictions imposed upon Plan participants; (iv)
information indicating the allocation of Plan assets among available investment
options and; (v) for the immediately preceding three (3) year period, a monthly
summary of all cash flow activity for the Plans investment option in which the
Shares are included, detailed by contribution and benefit payment amounts and
amounts transferred to and from other investment options. Such redemptions will
also be subject to a redemption fee, payable to the Fund, of 2.0% of the
proceeds of the redemption, whether in kind or in cash. The Fund reserves the
right to withhold from redemption proceeds the 2.0% redemption fee if 15% or
more of Plan assets invested in the Fund are redeemed within five business days
pending a determination of whether the redemption fee is applicable. The Fund
may incur costs in obtaining new Wrapper Agreements from Wrapper Providers to be
distributed in kind. These costs will be payable from, and are not expected to
exceed, the 2.0% redemption fee. The redemption price may be more or less than
the shareholder's cost, depending upon the market value of the Fund's assets
(its interest in the Portfolio) at the time.
The offering price is the NAV per Share. Shares may be purchased only in those
states where they may be lawfully sold.
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
The Fund intends to distribute all of its net investment income and net capital
gains, if any, to its shareholders each year. Dividends from net investment
income are declared daily and are paid monthly, and any net capital gains are
distributed annually. An additional annual distribution ("Additional
Distribution") may be paid to satisfy the tax requirements (outlined below) that
the Fund distribute each year substantially all of its investment company
taxable income (see "Tax Considerations").
Dividends and other distributions paid on each class of the Fund's shares are
calculated at the same time and in the same manner. Dividends on the shares may
be expected to differ based upon each class respective expenses. Dividends and
other distributions are automatically reinvested in additional Shares unless the
Plan participant directs otherwise.
The Fund may declare and pay dividends in amounts which are not equal to the
amount of the net investment income it actually earns. Consequently, in any year
the amount actually distributed may differ from the income earned. If, for any
year, those distributions exceed the income earned, the excess may be considered
a return of capital. On the other hand, if the income earned exceeds the amount
of the dividends distributed, the Fund may make an Additional Distribution of
that excess. To enable the Fund to maintain a stable NAV per Share in the event
of an Additional Distribution, the Trust Board may declare, effective on the
ex-distribution date of an Additional Distribution, a reverse split of the
Shares in an amount that will cause the total number of Shares held by each
shareholder, including Shares acquired on reinvestment of that distribution, to
remain the same as before that distribution was paid.
For example, if the Fund declares an Additional Distribution of 10(cent) per
Share at a time when the NAV per Share is $10.00, a shareholder holding one
Share would receive 0.01 additional Shares on reinvestment of that distribution.
If there were no reverse split, the per Share NAV of the 1.01 Shares held by the
shareholder would be approximately $9.90, and the aggregate value thereof would
be $10.00. If a 1.01-for-1 reverse Share split were declared, however, the
shareholder's holdings would be consolidated back into one Share having an NAV
of $10.00. Thus, a reverse Share split will not affect the value of the total
holdings of a shareholder.
TAX CONSIDERATIONS
The Fund intends to qualify to be treated as a regulated investment company
under the Internal Revenue Code of 1986, as amended.
As a regulated investment company, the Fund will not be subject to U.S. federal
income tax on its investment company taxable income (generally consisting of net
investment income and the excess of net short-term capital gain over net
long-term capital loss, if any) and net capital gain (the excess of net
long-term capital gain over net short-term capital loss), if any, that it
distributes to its shareholders. The Fund intends to distribute to its
shareholders all of its investment company taxable income and net capital gain
at least annually, if necessary through Additional Distributions, and therefore
does not anticipate incurring any federal income tax liability.
For Plan participants utilizing the Fund as an investment option under their
Plan, dividend and capital gain distributions from the Fund generally will not
be subject to current taxation, but will accumulate on a tax-deferred basis. In
general, Plans are governed by a complex set of tax rules. See your Plan
administrator, your plan's Summary Plan Description, and/or a professional tax
adviser regarding the tax consequences of your participation in your Plan and of
any Plan contributions or withdrawals.
ADDITIONAL INFORMATION ABOUT THE TRUSTS
The Fund is a mutual fund: an investment that pools shareholders' money and
invests it toward a specified goal. The Fund is a separate series of the Trust,
a Massachusetts business trust organized pursuant to a Declaration of Trust
dated February 28, 1992. The Portfolio is a separate subtrust of the Portfolio
Trust, a New York master trust fund organized pursuant to a Declaration of Trust
dated March 27, 1993.
Each Trust reserves the right to add additional series/subtrusts in the future.
There are currently no other funds investing in the Portfolio. Other funds
investing in the Portfolio may have sales charges and/or different expenses than
the Fund, which may affect performance. The Trust also reserves the right to
issue additional classes of shares of the Fund. Each class represents an
identical interest in the Fund's investment portfolio. As a result, the classes
have the same rights, privileges and preferences, except with respect to: (1)
the designation of each class; (2) the expenses allocated exclusively to each
class; and (3) voting rights on matters exclusively affecting a single class.
The Trust Board does not anticipate that there will be any conflicts among the
interests of the holders of the different classes and will take appropriate
action if any such conflict arises. For more information about the different
classes of shares of the Fund, please call 1-800-677-7596.
Each Trust may hold special meetings and mail proxy materials. These meetings
may be called to elect or remove Trustees, change fundamental policies, approve
the Portfolio's investment advisory agreement, or for other purposes.
Shareholders not attending a Trust meeting are encouraged to vote by proxy. The
Transfer Agent will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on.
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 only 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 and do not require a separate vote of the Fund. All series of the Trust
will vote together on certain matters, such as electing Trustees or approving
independent public auditors. Under certain circumstances, the shareholders of
one of series of the Trust could control the outcome of these votes. 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 has 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.
The Trust will also assist shareholders in communicating with one another as
provided for in the 1940 Act.
Each subtrust of the Portfolio Trust, including the Portfolio, will vote
separately on any matter involving that subtrust. Holders of interests in all
the subtrusts of the Portfolio Trust, however, will vote together to elect
Trustees of the Portfolio Trust and for certain other matters. The subtrusts of
the Portfolio Trust will vote together or separately on matters in the same
manner, and in the same circumstances, as do the series of the Trust. As with
the Trust, the investors in one or more subtrusts of the Portfolio Trust could
control the outcome of these votes. No subtrust of the Portfolio Trust has any
preference over any other subtrust.
The Trust is an entity of the type 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's 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.
The Portfolio Trust was organized as a trust under the laws of the State of New
York. The Portfolio Trust's Declaration of Trust provides that the entities
investing in the Portfolio (e.g., investment companies such as the Fund and
common and commingled trust funds) will each be liable for all obligations of
the Portfolio. However, the risk of the Fund's incurring financial loss on
account of such liability is limited to circumstances in which both inadequate
insurance existed and the Portfolio itself was unable to meet its obligations.
Accordingly, the Trustees of the Trust believe that neither the Fund nor its
shareholders will be adversely affected by reason of the Fund's investing in the
Portfolio.
<PAGE>
BT PYRAMID MUTUAL FUNDS
BT PRESERVATIONPLUS FUND
INSTITUTIONAL SERVICE CLASS
Investment Adviser of the Portfolio and Administrator
BANKERS TRUST COMPANY
130 Liberty Street
(One Bankers Trust Plaza)
New York, New York 10006
Distributor
EDGEWOOD SERVICES, INC.
Clearing Operations
P.O. Box 897
Pittsburgh, PA 15230-0897
Custodian and Transfer Agent
BANKERS TRUST COMPANY
130 Liberty Street
(One Bankers Trust Plaza)
New York, New York 10006
Independent Accountants
ERNST & YOUNG LLP
787 Seventh Avenue
New York, NY 10019
Counsel
WILLKIE FARR & GALLAGHER
153 East 53rd Street
New York, NY 10022
.................................................
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, the SAI or the
Fund's official sales literature in connection with the offering of the Shares
and, if given or made, such other information or representations must not be
relied on as having been authorized by the Fund. This Prospectus does not
constitute an offer in any state in which, or to any person to whom, such offer
may not lawfully be made.
..................................
Cusip #
STA (7/97)
STATEMENT OF
ADDITIONAL INFORMATION
April 28, 1997
(as revised August ________, 1997)
BT Pyramid Mutual Funds:
BT PreservationPlus Fund
Investment Class
Service Class
Institutional Class
Institutional Service Class
BT PreservationPlus Fund (the "Fund") is a separate series of BT Pyramid Mutual
Funds (the "Trust"), an open-end, management investment company (mutual fund).
The Investment Class, Service Class, Institutional Class, and Institutional
Service Class of shares (individually and collectively referred to as "Shares"
as the context may require) of the Fund are described herein.
Table of Contents
Investment Objective, Policies and Restrictions.....3
Performance Information............................20
Valuation of Assets; Redemptions in Kind...........21
Management of the Trusts...........................24
Organization of the Trust..........................30
Taxation...........................................31
Appendix...........................................34
As described in the Shares' respective Prospectuses, the Fund seeks to achieve
its investment objective by investing all its net investable assets in BT
PreservationPlus Portfolio (the "Portfolio"), a diversified open-end management
investment company having the same investment objective as the Fund. The
Portfolio is a separate subtrust of BT Investment Portfolios, a New York master
trust fund (the "Portfolio Trust").
Because the investment characteristics of the Fund correspond directly to those
of the Portfolio (in which the Fund invests all of its assets), the following is
a discussion of the various investments of and techniques employed by the
Portfolio. The Fund is designed as an alternative investment to guaranteed
investment contracts ("GICs"), collective GIC funds, bank investment contracts
("BICS"), and so-called "synthetic GICs."
Shares are sold by Edgewood Services, Inc., the Trust's distributor (the
"Distributor"), to participant-directed employee benefit plans meeting specified
criteria. Bankers Trust Company ("Bankers Trust") is the Portfolio's investment
adviser ("Adviser").
The Fund's Prospectuses (individually and collectively referred to as the
"Prospectus" as the context may require) are dated April 28, 1997 (revised May
23, 1997) for the Investment Class Shares and Service Class Shares and August
__, 1997 for the Institutional Class Shares and Institutional Service Class
Shares. The Prospectus provides the basic information investors should know
before investing and may be obtained without charge by calling the Trust at the
telephone number listed below. This Statement of Additional Information ("SAI"),
which is not a prospectus, is intended to provide additional information
regarding the activities and operations of the Fund and the Portfolio and should
be read in conjunction with the Prospectus. This SAI is not an offer by the Fund
to an investor that has not received a Prospectus. Capitalized terms not
otherwise defined in this SAI have the meanings accorded to them in the
Prospectus.
BANKERS TRUST COMPANY
Investment Adviser of the Portfolio and Administrator
EDGEWOOD SERVICES, INC.
Distributor
Clearing Operations
P.O. Box 897 Pittsburgh, Pennsylvania 15230-0897 (800) 730-1313
<PAGE>
INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS
Investment Objective
The investment objective of the Fund is a high level of current income while
seeking to maintain a stable value per share. There can, of course, be no
assurance that the Fund will achieve its investment objective.
Investment Policies
The Fund seeks to achieve its investment objective by investing all of its net
investable assets in the Portfolio. The Trust may withdraw the Fund's investment
from the Portfolio at any time if the Trust Board determines that it is in the
best interests of the Fund to do so.
The following is a discussion of the various investments of and techniques
employed by the Portfolio.
Short-Term Instruments. The Portfolio may hold short-term investments consisting
of foreign and domestic (i) short-term obligations of sovereign governments,
their agencies, instrumentalities, authorities or political subdivisions; (ii)
other short-term debt securities rated in one of the top two short-term rating
categories by an NRSRO or, if unrated, of comparable quality in the opinion of
the Adviser; (iii) commercial paper; (iv) bank obligations, including negotiable
certificates of deposit, time deposits and bankers' acceptances; and (v)
repurchase agreements. At the time the Portfolio invests in commercial paper,
bank obligations or repurchase agreements, the issuer or the issuer's parent
must have an outstanding long-term debt rating of A or higher by Standard &
Poor's Ratings Group ("S&P") or A-2 or higher by Moody's Investors Service, Inc.
("Moody's") or outstanding commercial paper or bank obligations rated A-1 by S&P
or Prime-1 by Moody's; or, if no such ratings are available, the instrument must
be of comparable quality in the opinion of Bankers Trust.
Certificates of Deposit and Bankers' Acceptances. Certificates of deposit are
receipts issued by a depository institution in exchange for the deposit of
funds. The issuer agrees to pay the amount deposited plus interest to the bearer
of the receipt on the date specified on the certificate. The certificate usually
can be traded in the secondary market prior to maturity. Bankers' acceptances
typically arise from short-term credit arrangements designed to enable
businesses to obtain funds to finance commercial transactions. Generally, an
acceptance is a time draft drawn on a bank by an exporter or an importer to
obtain a stated amount of funds to pay for specific merchandise. The draft is
then "accepted" by a bank that, in effect, unconditionally guarantees to pay the
face value of the instrument on its maturity date. The acceptance may then be
held by the accepting bank as an earning asset or it may be sold in the
secondary market at the going rate of discount for a specific maturity. Although
maturities for acceptances can be as long as 270 days, most acceptances have
maturities of six months or less.
Commercial paper. Commercial paper consists of short-term (usually from one to
270 days) unsecured promissory notes issued by corporations in order to finance
their current operations. A variable amount master demand note (which is a type
of commercial paper) represents a direct borrowing arrangement involving
periodically fluctuating rates of interest under a letter agreement between a
commercial paper issuer and an institutional lender pursuant to which the lender
may determine to invest varying amounts.
For a description of commercial paper ratings, see the Appendix.
Mortgage- and Asset-Backed Securities. The yield characteristics of the
mortgage- and asset-backed securities in which the Portfolio may invest differ
from those of traditional debt securities. Among the major differences are that
interest and principal payments are made more frequently on mortgage- and
asset-backed securities (usually monthly) and that principal may be prepaid at
any time because the underlying mortgage loans or other assets generally may be
prepaid at any time. As a result, if the Portfolio purchases these securities at
a premium, a prepayment rate that is faster than expected will reduce their
yield, while a prepayment rate that is slower than expected will have the
opposite effect of increasing yield. Conversely, if the Portfolio purchases
these securities at a discount, faster than expected prepayments will increase,
while slower than expected prepayments will reduce, their yield. Amounts
available for reinvestment by the Portfolio are likely to be greater during a
period of declining interest rates and, as a result, are likely to be reinvested
at lower interest rates than during a period of rising interest rates.
In general, the prepayment rate for mortgage-backed securities decreases as
interest rates rise and increases as interest rates fall. However, rising
interest rates will tend to decrease the value of these securities. In addition,
an increase in interest rates may affect the volatility of these securities by
effectively changing a security that was considered a short-term security at the
time of purchase into a long-term security. Long-term securities generally
fluctuate more widely in response to changes in interest rates than short- or
intermediate-term securities.
The market for privately issued mortgage- and asset-backed securities is smaller
and less liquid than the market for U.S. Government mortgage-backed securities.
Collateralized mortgage obligation ("CMO") classes may be specially structured
in a manner that provides any of a wide variety of investment characteristics,
such as yield, effective maturity and interest rate sensitivity. As market
conditions change, however, and particularly during periods of rapid or
unanticipated changes in market interest rates, the attractiveness of the CMO
classes and the ability of the structure to provide the anticipated investment
characteristics may be significantly reduced. These changes can result in
volatility in the market value, and in some instances reduced liquidity, of the
CMO class.
Zero-Coupon Securities. The Portfolio may invest in certain zero coupon
securities that are "stripped" U.S. Treasury notes and bonds. Zero coupon
securities usually trade at a substantial discount from their face or par value.
Zero coupon securities are subject to greater fluctuations of market value in
response to changing interest rates than debt obligations of comparable
maturities that make current distributions of interest in cash.
Wrapper Agreements. Wrapper Agreements are structured with a number of different
features. Wrapper Agreements purchased by the Portfolio are of three basic
types: (1) non-participating, (2) participating and (3) "hybrid." In addition,
the Wrapper Agreements will either be of fixed-maturity or open-end maturity
("evergreen"). The Portfolio enters into particular types of Wrapper Agreements
depending upon their respective cost to the Portfolio and the Wrapper Provider's
creditworthiness, as well as upon other factors. Under most circumstances, it is
anticipated that the Portfolio will enter into participating Wrapper Agreements
of open-end maturity and hybrid Wrapper Agreements.
Under a non-participating Wrapper Agreement, the Wrapper Provider becomes
obligated to make a payment to the Portfolio whenever the Portfolio sells
Covered Assets at a price below Book Value to meet withdrawals of a type covered
by the Wrapper Agreement (a "Benefit Event"). Conversely, the Portfolio becomes
obligated to make a payment to the Wrapper Provider whenever the Portfolio sells
Covered Assets at a price above their Book Value in response to a Benefit Event.
In neither case is the Crediting Rate adjusted at the time of the Benefit Event.
Accordingly, under this type of Wrapper Agreement, while the Portfolio is
protected against decreases in the market value of the Covered Assets below Book
Value, it does not realize increases in the market value of the Covered Assets
above Book Value; those increases are realized by the Wrapper Providers.
Under a participating Wrapper Agreement, the obligation of the Wrapper Provider
or the Portfolio to make payments to each other typically does not arise until
all of the Covered Assets have been liquidated. Instead of payments being made
on the occurrence of each Benefit Event, these obligations are a factor in the
periodic adjustment of the Crediting Rate.
Under a hybrid Wrapper Agreement, the obligation of the Wrapper Provider or the
Portfolio to make payments does not arise until withdrawals exceed a specified
percentage of the Covered Assets, after which time payment covering the
difference between market value and Book Value will occur.
A fixed-maturity Wrapper Agreement terminates at a specified date, at which time
settlement of any difference between Book Value and market value of the Covered
Assets occurs. A fixed-maturity Wrapper Agreement tends to ensure that the
Covered Assets provide a relatively fixed rate of return over a specified period
of time through bond immunization, which targets the duration of the Covered
Assets to the remaining life of the Wrapper Agreement.
An evergreen Wrapper Agreement has no fixed maturity date on which payment must
be made, and the rate of return on the Covered Assets accordingly tends to vary.
Unlike the rate of return under a fixed-maturity Wrapper Agreement, the rate of
return on assets covered by an evergreen Wrapper Agreement tends to more closely
track prevailing market interest rates and thus tends to rise when interest
rates rise and fall when interest rates fall. An evergreen Wrapper Agreement may
be converted into a fixed-maturity Wrapper Agreement that will mature in the
number of years equal to the duration of the Covered Assets.
Wrapper Providers are banks, insurance companies and other financial
institutions. The number of Wrapper Providers has been increasing in recent
years. As of November 1996, there were approximately fifteen Wrapper Providers
rated in the top two long-term rating categories by Moody's, S&P or another
NRSRO. The cost of Wrapper Agreements is typically 0.10% to 0.25% per dollar of
Covered Assets per annum.
In the event of the default of a Wrapper Provider, the Portfolio could
potentially lose the Book Value protections provided by the Wrapper Agreements
with that Wrapper Provider. However, the impact of such a default on the
Portfolio as a whole may be minimal or non-existent if the market value of the
Covered Assets thereunder is greater than their Book Value at the time of the
default, because the Wrapper Provider would have no obligation to make payments
to the Portfolio under those circumstances. In addition, the Portfolio may be
able to obtain another Wrapper Agreement from another Wrapper Provider to
provide Book Value protections with respect to those Covered Assets. The cost of
the replacement Wrapper Agreement might be higher than the initial Wrapper
Agreement due to market conditions or if the market value (plus accrued interest
on the underlying securities) of those Covered Assets is less than their Book
Value at the time of entering into the replacement agreement. Such cost would
also be in addition to any premiums previously paid to the defaulting Wrapper
Provider. If the Portfolio were unable to obtain a replacement Wrapper
Agreement, participants redeeming Shares might experience losses if the market
value of the Portfolio's assets no longer covered by the Wrapper Agreement is
below Book Value. The combination of the default of a Wrapper Provider and an
inability to obtain a replacement agreement could render the Portfolio and the
Fund unable to achieve their investment objective of seeking to maintain a
stable value per Share.
With respect to payments made under the Wrapper Agreements between the Portfolio
and the Wrapper Provider, some Wrapper Agreements, as noted in the Fund's
prospectus, provide that payments may be due upon disposition of the Covered
Assets, while others provide for payment only upon the total liquidation of the
Covered Assets or upon termination of the Wrapper Agreement. In none of these
cases, however, would the terms of the Wrapper Agreements specify which
Portfolio Securities are to be disposed of or liquidated. Moreover, because it
is anticipated that each Wrapper Agreement will cover all Covered Assets up to a
specified dollar amount, if more than one Wrapper Provider becomes obligated to
pay to the Portfolio the difference between Book Value and market value (plus
accrued interest on the underlying securities), each Wrapper Provider will pay a
pro-rata amount in proportion to the maximum dollar amount of coverage provided.
Thus, the Portfolio will not have the option of choosing which Wrapper Agreement
to draw upon in any such payment situation. In the event of termination of a
Wrapper Agreement or conversion of an evergreen Wrapper Agreement to a fixed
maturity, some Wrapper Agreements may require that the duration of some portion
of the Fund's portfolio securities be reduced to correspond to the fixed
maturity or termination date.
For a description of Wrapper Provider ratings, see the Appendix.
Illiquid Securities. Mutual funds do not typically hold a significant amount of
illiquid securities because of the potential for delays on resale and
uncertainty in valuation. Limitations on resale may have an adverse effect on
the marketability of portfolio securities, and a mutual fund might be unable to
dispose of illiquid securities promptly or at reasonable prices and might
thereby experience difficulty satisfying redemptions within seven days. A mutual
fund might also have to register restricted securities in order to dispose of
them, resulting in additional expense and delay. Adverse market conditions could
impede such a public offering of securities.
In recent years, however, a large institutional market has developed for certain
securities that are not registered under the 1933 Act, including repurchase
agreements, commercial paper, foreign securities, municipal securities and
corporate bonds and notes. Institutional investors depend on an efficient
institutional market in which the unregistered security can be readily resold or
on an issuer's ability to honor a demand for repayment. The fact that there are
contractual or legal restrictions on resale of such investments to the general
public or to certain institutions may not be indicative of their liquidity.
The Securities and Exchange Commission (the "SEC") has adopted Rule 144A under
the 1933 Act, which allows a broader institutional trading market for securities
otherwise subject to restriction on their resale to the general public. Rule
144A establishes a "safe harbor" from the registration requirements of the 1933
Act for resales of certain securities to qualified institutional buyers. The
Adviser anticipates that the market for certain restricted securities such as
institutional commercial paper will expand further as a result of this rule and
the development of automated systems for the trading, clearance and settlement
of unregistered securities of domestic and foreign issuers, such as the PORTAL
System sponsored by the National Association of Securities Dealers, Inc.
The Adviser will monitor the liquidity of Rule 144A securities held by the
Portfolio under the supervision of the Portfolio Trust Board. In reaching
liquidity decisions, the Adviser will consider, among other things, the
following factors: (1) the frequency of trades and quotes for the security; (2)
the number of dealers and other potential purchasers or sellers of the security;
(3) dealer undertakings to make a market in the security; and (4) the nature of
the security and of the marketplace trades (e.g., the time needed to dispose of
the security, the method of soliciting offers and the mechanics of the
transfer).
When-Issued and Delayed Delivery Securities. The Portfolio may purchase
securities on a when-issued or delayed delivery basis. Delivery of and payment
for these securities can take place a month or more after the date of the
purchase commitment. The purchase price and the interest rate payable, if any,
on the securities are fixed on the purchase commitment date or at the time the
settlement date is fixed. The value of such securities is subject to market
fluctuation, and no interest accrues to the Portfolio until settlement takes
place. At the time the Portfolio makes the commitment to purchase securities on
a when-issued or delayed delivery basis, it will record the transaction, reflect
the value each day of such securities in determining its NAV and, if applicable,
calculate the maturity for the purposes of average maturity from that date. At
the time of settlement, a when-issued security may be valued at less than the
purchase price. To facilitate such acquisitions, the Portfolio will maintain
with its custodian (Bankers Trust) a segregated account with liquid assets,
consisting of cash, U.S. Government securities or other appropriate securities,
in an amount at least equal to such commitments. On delivery dates for such
transactions, the Portfolio will meet its obligations from maturities or sales
of the securities held in the segregated account and/or from cash flow. If the
Portfolio chooses to dispose of the right to acquire a when-issued security
prior to its acquisition, it could, as with the disposition of any other
portfolio obligation, realize a gain or loss due to market fluctuation. It is
the current policy of the Portfolio not to enter into when-issued commitments
exceeding in the aggregate 15% of the market value of its total assets, less
liabilities other than the obligations created by when-issued commitments.
Additional U.S. Government Obligations. The Portfolio may invest in obligations
issued or guaranteed by U.S. Government agencies or instrumentalities. These
obligations may or may not be backed by the "full faith and credit" of the
United States. In the case of securities not backed by the full faith and credit
of the United States, the Portfolio must look principally to the federal agency
issuing or guaranteeing the obligation for ultimate repayment and may not be
able to assert a claim against the United States itself in the event the agency
or instrumentality does not meet its commitments. Securities in which the
Portfolio may invest that are not backed by the full faith and credit of the
United States include obligations of the Tennessee Valley Authority, the Federal
Home Loan Mortgage Corporation and the U.S. Postal Service, each of which has
the right to borrow from the U.S. Treasury to meet its obligations, and
obligations of the Federal Farm Credit System and the Federal Home Loan Banks,
both of whose obligations may be satisfied only by the individual credit of the
issuing agency. Securities that are backed by the full faith and credit of the
United States include obligations of the Government National Mortgage
Association (the "GNMA"), the Farmers Home Administration and the Export-Import
Bank.
Futures Contracts and Options on Futures Contracts -- General. The successful
use of these instruments draws upon the Adviser's skill and experience with
respect to such instruments and usually depends on its ability to forecast
interest rate movements correctly. If interest rates move in an unexpected
manner, the Portfolio may not achieve the anticipated benefits of futures
contracts or options thereon or may realize losses and thus will be in a worse
position than if such strategies had not been used. In addition, the correlation
between movements in the price of futures contracts or options thereon and
movements in the price of the securities hedged or used for cover will not be
perfect and could produce unanticipated losses.
Futures Contracts. The Portfolio may enter into contracts for the purchase or
sale for future delivery of fixed-income securities or contracts based on
financial indices, including any index of U.S. Government securities, foreign
government securities or corporate debt securities. U.S. futures contracts have
been designed by exchanges that have been designated "contracts markets" by the
Commodity Futures Trading Commission ("CFTC") and must be executed through a
futures commission merchant, or brokerage firm, that is a member of the relevant
contract market. Futures contracts trade on a number of exchange markets, and,
through their clearing corporations, the exchanges guarantee performance of the
contracts as between the clearing members of the exchange. The Portfolio may
enter into futures contracts based on debt securities that are backed by the
full faith and credit of the U.S. Government, such as long-term U.S. Treasury
bonds, U.S. Treasury notes, GNMA modified pass-through mortgage-backed
securities and three-month U.S. Treasury bills. The Portfolio may also enter
into futures contracts that are based on bonds issued by entities other than the
U.S.
Government.
At the same time a futures contract is purchased or sold, the Portfolio must
allocate cash or securities as a deposit payment ("initial margin"). It is
expected that the initial margin would be approximately 1 1/2% to 5% of a
contract's face value. Daily thereafter, the futures contract is valued and
"variation margin" may be required (that is, the Portfolio may have to provide
or may receive cash that reflects any decline or increase in the contract's
value).
At the time of delivery of securities pursuant to a futures contract,
adjustments are made to recognize differences in value arising from the delivery
of securities with a different interest rate from that specified in the
contract. In some (but not many) cases, securities called for by a futures
contract may not have been issued when the contract was written.
Although futures contracts by their terms call for the actual delivery or
acquisition of securities, in most cases the contractual obligation is fulfilled
before the termination date of the contract without having to make or take
delivery of the securities. The offsetting of a contractual obligation is
accomplished by buying (or selling, as the case may be) on a commodities
exchange an identical futures contract calling for delivery in the same month.
Such a transaction, which is effected through a member of an exchange, cancels
the obligation to make or take delivery of the securities. Since all
transactions in the futures market are made, offset or fulfilled through a
clearinghouse associated with the exchange on which the contracts are traded,
the Portfolio will incur brokerage fees when it purchases or sells futures
contracts.
The purpose of the Portfolio's acquisition or sale of a futures contract is to
attempt to protect the Portfolio from fluctuations in interest rates without
actually buying or selling fixed-income securities. For example, if interest
rates were expected to increase (which thus would cause the prices of debt
securities to decline), the Portfolio might enter into futures contracts for the
sale of debt securities. Such a sale would have much the same effect as selling
an equivalent value of the debt securities owned by the Portfolio. If interest
rates did increase, the value of the debt securities held by the Portfolio would
decline, but the value of the futures contracts to the Portfolio would increase
at approximately the same rate, thereby keeping the Portfolio's NAV from
declining as much as it otherwise would have. The Portfolio could accomplish
similar results by selling debt securities and investing in bonds with short
maturities when interest rates are expected to increase. However, since the
futures market is more liquid than the cash market, the use of futures contracts
as an investment technique allows the Portfolio to maintain a defensive position
without having to sell its portfolio securities.
Similarly, when it is expected that interest rates may decline (thus increasing
the value of debt securities), futures contracts for the acquisition of debt
securities may be purchased to attempt to hedge against anticipated purchases of
debt securities at higher prices. Since the fluctuations in the value of futures
contracts should be similar to those of the underlying debt securities, the
Portfolio could take advantage of the anticipated rise in the value of debt
securities without actually buying them until the market had stabilized. At that
time, the futures contracts could be liquidated and the Portfolio could then buy
debt securities on the cash market. To the extent the Portfolio enters into
futures contracts for this purpose, the assets in the segregated asset account
maintained to cover the Portfolio's obligations with respect to such futures
contracts will consist of cash, cash equivalents or high quality liquid debt
securities from its portfolio in an amount equal to the difference between the
fluctuating market value of such futures contracts and the aggregate value of
the initial and variation margin payments made by the Portfolio with respect to
such futures contracts.
The ordinary spreads between prices in the cash and futures market, due to
differences in the nature of those markets, are subject to distortions. First,
all participants in the futures market are subject to initial and variation
margin requirements. Rather than meeting additional variation margin
requirements, investors may close futures contracts through offsetting
transactions that could distort the normal relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on
participants entering into offsetting transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery, liquidity
in the futures market could be reduced, thus producing distortion. Third, from
the point of view of speculators, the margin deposit requirements in the futures
market are less onerous than margin requirements in the securities market.
Therefore, increased participation by speculators in the futures market may
cause temporary price distortions. Due to the possibility of distortion, a
correct forecast of general interest rate trends by Bankers Trust may still not
result in a successful transaction.
In addition, futures contracts entail risks. Although the Adviser believes that
use of such contracts will benefit the Portfolio, if its investment judgment
about the general direction of interest rates is incorrect, the Portfolio's
overall performance would be poorer than if it had not entered into any such
contract. For example, if the Portfolio has hedged against the possibility of an
increase in interest rates that would adversely affect the price of debt
securities held in its portfolio and interest rates decrease instead, the
Portfolio will lose part or all of the benefit of the increased value of its
debt securities that it has hedged because it will have offsetting losses in its
futures positions. In addition, in such situations, if the Portfolio has
insufficient cash, it may have to sell debt securities from its portfolio to
meet daily variation margin requirements. Such sales of securities may be, but
will not necessarily be, at increased prices that reflect the rising market. The
Portfolio may have to sell securities at a time when it may be disadvantageous
to do so.
Options on Futures Contracts. The Portfolio may purchase and write (sell)
options on futures contracts for hedging purposes. The purchase of a call option
on a futures contract is similar in some respects to the purchase of a call
option on an individual security. Depending on the pricing of the option
compared to either the price of the futures contract upon which it is based or
the price of the underlying debt securities, it may or may not be less risky
than ownership of the futures contract or underlying debt securities. As with
the purchase of futures contracts, when the Portfolio is not fully invested it
may purchase a call option on a futures contract to hedge against a market
advance due to declining interest rates.
The writing of a call option on a futures contract constitutes a partial hedge
against declining prices of the security that is deliverable upon exercise of
the futures contract. If the futures price at expiration of the option is below
the price specified in the option ("exercise price"), the Portfolio will retain
the full amount of the net premium (the premium received for writing the option
less any commission), which will provide a partial hedge against any decline
that may have occurred in its portfolio holdings. The writing of a put option on
a futures contract constitutes a partial hedge against increasing prices of the
security that is deliverable upon exercise of the futures contract. If the
futures price at expiration of the option is higher than the exercise price, the
Portfolio will retain the full amount of the option net premium, which will
provide a partial hedge against any increase in the price of securities that the
Portfolio intends to purchase. If a put or call option the Portfolio has written
is exercised, the Portfolio may incur a loss that will be reduced by the amount
of the net premium it receives. Depending on the degree of correlation between
changes in the value of its portfolio securities and changes in the value of its
futures positions, such losses from existing options on futures may to some
extent be reduced or increased by changes in the value of portfolio securities.
The purchase of a put option on a futures contract is similar in some respects
to the purchase of put options on portfolio securities. For example, the
Portfolio may purchase a put option on a futures contract to hedge its portfolio
against the risk of rising interest rates. The amount of risk the Portfolio
assumes when it purchases an option on a futures contract is the premium paid
for the option plus related transaction costs. In addition to the correlation
risks discussed above, the purchase of an option also entails the risk that
changes in the value of the underlying futures contract will not be fully
reflected in the value of the option purchased.
The Portfolio Trust Board has adopted a restriction that the Portfolio will not
enter into any futures contract or option on a futures contract if immediately
thereafter the amount of margin deposits on all the futures contracts held by
the Portfolio and premiums paid on outstanding options on its futures contracts
(other than those entered into for bona fide hedging purposes) would exceed 5%
of the market value of the Portfolio's total assets.
Options on Securities. The Portfolio may write (sell) covered call and put
options on its portfolio securities ("covered options") to a limited extent in
an attempt to increase income. However, the Portfolio may forgo the benefits of
appreciation on securities sold or may pay more than the market price on
securities acquired pursuant to call and put options it writes. A call option
written by a Portfolio is "covered" if the Portfolio owns the underlying
security covered by the call or has an absolute and immediate right to acquire
that security without additional cash consideration (or for additional cash
consideration held in a segregated account by its custodian) upon conversion or
exchange of other securities held in its portfolio. A call option is also
covered if the Portfolio holds a call option on the same security and in the
same principal amount as the written call option where the exercise price of the
call option so held (a) is equal to or less than the exercise price of the
written call option or (b) is greater than the exercise price of the written
call option if the difference is maintained by the Portfolio in cash, U.S.
Government securities and other high quality liquid securities in a segregated
account with its custodian.
When the Portfolio writes a covered call option, it gives the purchaser of the
option the right to buy the underlying security at the exercise price by
exercising the option at any time during the option period. If the option
expires unexercised, the Portfolio will realize income in an amount equal to the
premium received for writing the option. If the option is exercised, a decision
over which the Portfolio has no control, the Portfolio must sell the underlying
security to the option holder at the exercise price. By writing a covered call
option, the Portfolio forgoes, in exchange for the net premium, the opportunity
to profit during the option period from an increase in the market value of the
underlying security above the exercise price.
When the Portfolio writes a covered put option, it gives the purchaser of the
option the right to sell the underlying security to the Portfolio at the
exercise price at any time during the option period. If the option expires
unexercised, the Portfolio will realize income in the amount of the net premium
received for writing the option. If the put option is exercised, a decision over
which the Portfolio has no control, the Portfolio must purchase the underlying
security from the option holder at the exercise price. By writing a covered put
option, the Portfolio, in exchange for the net premium, accepts the risk of a
decline in the market value of the underlying security below the exercise price.
The Portfolio will only write put options involving securities for which a
determination is made at the time the option is written that the Portfolio
wishes to acquire the securities at the exercise price.
The Portfolio may terminate its obligation as the writer of a call or put option
by purchasing an option with the same exercise price and expiration date as the
option previously written. This transaction is called a "closing purchase
transaction." The Portfolio will realize a profit or loss on a closing purchase
transaction if the amount paid to purchase the option is less or more, as the
case may be, than the amount received from the sale thereof. To close out a
position as a purchaser of an option, the Portfolio may enter into a "closing
sale transaction," which involves liquidating the Portfolio's position by
selling the option previously purchased. Where the Portfolio cannot effect a
closing purchase transaction, it may be forced to incur brokerage commissions or
dealer spreads in selling securities it receives or it may be forced to hold
underlying securities until an option is exercised or expires.
When the Portfolio writes an option, an amount equal to the net premium received
is included in the liability section of its Statement of Assets and Liabilities
as a deferred credit. The amount of the deferred credit will be subsequently
marked to market to reflect the current market value of the option. The current
market value of a traded option is the last sale price or, in the absence of a
sale, the mean between the closing bid and asked prices. If an option expires or
if the Portfolio enters into a closing purchase transaction, the Portfolio will
realize a gain (or loss if the cost of the closing purchase transaction exceeds
the net premium received when the option was sold), and the deferred credit
related to such option will be eliminated. If a call option is exercised, the
Portfolio will realize a gain or loss from the sale of the underlying security
and the proceeds of the sale will be increased by the premium originally
received. The writing of covered call options may be deemed to involve the
pledge of the securities against which the option is being written. Securities
against which call options are written will be segregated on the books of the
custodian for the Portfolio.
The Portfolio may purchase call and put options on any securities in which it
may invest. The Portfolio would normally purchase a call option in anticipation
of an increase in the market value of such securities. The purchase of a call
option would entitle the Portfolio, in exchange for the premium paid, to
purchase a security at a specified price during the option period. The Portfolio
would ordinarily have a gain if the value of the securities increased above the
exercise price sufficiently to cover the premium and would have a loss if the
value of the securities remained at or below the exercise price during the
option period.
The Portfolio would normally purchase put options in anticipation of a decline
in the market value of securities in its portfolio ("protective puts") or
securities of the type in which it is permitted to invest. The purchase of a put
option would entitle the Portfolio, in exchange for the premium paid, to sell a
security, which may or may not be held in the Portfolio's holdings, at a
specified price during the option period. The purchase of protective puts is
designed merely to offset or hedge against a decline in the market value of the
Portfolio's holdings. Put options also may be purchased by the Portfolio for the
purpose of benefiting from a decline in the price of securities that the
Portfolio does not own. The Portfolio would ordinarily recognize a gain if the
value of the securities decreased below the exercise price sufficiently to cover
the premium and would recognize a loss if the value of the securities remained
at or above the exercise price. Gains and losses on the purchase of protective
put options would tend to be offset by countervailing changes in the value of
underlying portfolio securities.
The Portfolio has adopted certain non-fundamental policies concerning option
transactions that are discussed below. The Portfolio's activities in options may
also be restricted by the requirements of the Internal Revenue Code of 1986, as
amended (the "Code"), for qualification as a regulated investment company.
The hours of trading for options on securities may not conform to the hours
during which the underlying securities are traded if the option markets close
before the markets for the underlying securities, significant price and rate
movements can take place in the underlying securities markets that will not be
reflected in the option markets. It is impossible to predict the volume of
trading that may exist in such options, and there can be no assurance that
viable exchange markets will develop or continue.
The Portfolio may engage in over-the-counter options transactions with
broker-dealers who make markets in these options. At present, approximately ten
broker-dealers, including several of the largest primary dealers in U.S.
Government securities, make these markets. The ability to terminate
over-the-counter option positions is more limited than with exchange-traded
option positions because the predominant market is the issuing broker rather
than an exchange and may involve the risk that broker-dealers participating in
such transactions will not fulfill their obligations. To reduce this risk, the
Portfolio will purchase such options only from broker-dealers who are primary
U.S. Government securities dealers recognized by the Federal Reserve Bank of New
York and who agree to (and are expected to be capable of) entering into closing
transactions, although there can be no guarantee that any such option will be
liquidated at a favorable price prior to expiration. Bankers Trust will monitor
the creditworthiness of dealers with whom the Portfolio enters into such options
transactions under the general supervision of the Portfolio Trust Board.
Options on Securities Indices. In addition to options on securities, the
Portfolio may also purchase and write (sell) call and put options on securities
indices. Such options give the holder the right to receive a cash settlement on
expiration of the option based upon the difference between the exercise price
and the value of the index.
Options on securities indices entail risks in addition to the risks of options
on securities. The absence of a liquid secondary market to close out options
positions on securities indices is more likely to occur, although the Portfolio
generally will only purchase or write such an option if the Adviser believes the
option can be closed out.
Use of options on securities indices also entails the risk that trading in such
options may be interrupted if trading in certain securities included in the
index is interrupted. The Portfolio will not purchase such options unless the
Adviser believes the market is sufficiently developed such that the risk of
trading in such options is no greater than the risk of trading in options on
securities.
Price movements in the Portfolio's holdings may not correlate precisely with
movements in the level of an index, and, therefore, the use of options on
indices cannot serve as a complete hedge. Because options on securities indices
require settlement in cash, the Adviser may be forced to liquidate portfolio
securities to meet settlement obligations.
Rating Services
The ratings of rating services represent their opinions as to the quality of the
securities that they undertake to rate. It should be emphasized, however, that
ratings are relative and subjective and are not absolute standards of quality.
Although these ratings are an initial criterion for selection of portfolio
investments, the Adviser also makes its own evaluation of these securities,
subject to review by the Portfolio Trust Board. After purchase by the Portfolio,
an obligation may cease to be rated or its rating may be reduced below the
minimum required for purchase by the Portfolio. Neither event would require the
Portfolio to eliminate the obligation from its portfolio, but the Adviser will
consider such an event in its determination of whether the Portfolio should
continue to hold the obligation. A description of the ratings referred to herein
and in the Prospectus is set forth in the Appendix.
Investment Restrictions
The following investment restrictions are "fundamental policies" of the Fund and
the Portfolio and may not be changed without the approval of a "majority of the
outstanding voting securities" of the Fund or the Portfolio, as the case may be.
"Majority of the outstanding voting securities" under the 1940 Act, and as used
in this SAI and the Prospectus, means, with respect to the Fund (or the
Portfolio), the lesser of (1) 67% or more of the outstanding voting securities
of the Fund (or of the total beneficial interests of the Portfolio) present at a
meeting, if the holders of more than 50% of the outstanding voting securities of
the Fund (or of the total beneficial interests of the Portfolio) are present or
represented by proxy or (2) more than 50% of the outstanding voting securities
of the Fund (or of the total beneficial interests of the Portfolio). Whenever
the Trust is requested to vote on a fundamental policy of the Portfolio, the
Trust will hold a meeting of the Fund's shareholders and will cast its vote as
instructed by them. Fund shareholders who do not vote will not affect the
Trust's votes at the Portfolio meeting. The Trust's votes representing Fund
shareholders not voting will be voted by the Trustees of the Trust in the same
proportion as the Fund shareholders who do, in fact, vote.
None of the fundamental and non-fundamental policies described below shall
prevent the Fund from investing all of its assets in an open-end investment
company with substantially the same investment objective. Because the Fund and
the Portfolio have the same fundamental policies and the Fund invests all of its
net investable assets in the Portfolio, the following discussion (though
speaking only of the Portfolio) applies to the Fund as well.
Fundamental Restrictions. As a matter of fundamental policy, the Portfolio may
not:
(1) Borrow money (including through reverse repurchase or dollar
roll transactions) in excess of 5% of the Portfolio's total assets
(taken at cost), except that the Portfolio may borrow for
temporary or emergency purposes up to 1/3 of its total assets. The
Portfolio may pledge, mortgage or hypothecate not more than 1/3 of
such assets to secure such borrowings provided that collateral
arrangements with respect to options and futures, including
deposits of initial 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 Portfolio may be deemed an underwriter under the 1933 Act
in selling a portfolio security;
(3) Make loans to other persons except (a) through the lending of
the Portfolio's portfolio securities and provided that any such
loans not exceed 30% of its total assets (taken at market value);
(b) through the use of repurchase agreements or the purchase of
short-term obligations; or (c) by purchasing a portion of an issue
of debt securities of types distributed publicly or privately;
(4) Purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or
interests therein), interests in oil, gas or mineral leases,
commodities or commodity contracts (except futures and option
contracts) in the ordinary course of business (except that the
Portfolio may hold and sell, for its portfolio, real estate
acquired as a result of the Portfolio's ownership of securities);
(5) Concentrate its investments in any particular industry (excluding U.S.
Government securities), but if it is deemed appropriate for the achievement of
the Portfolio's investment objective, up to 25% of its total assets may be
invested in any one industry;
(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
contracts, including deposits of initial and variation margin, are
not considered to be the issuance of a senior security for
purposes of this restriction;
(7) Purchase, with respect to 75% of the Portfolio's total assets,
securities of any issuer if such purchase at the time thereof
would cause the Portfolio to hold more than 10% of any class of
securities of such issuer, for which purposes all indebtedness of
an issuer shall be deemed a single class and all preferred stock
of an issuer shall be deemed a single class, except that options
or futures contracts shall not be subject to this restriction; and
(8) Invest, with respect to 75% of the Portfolio's total assets,
more than 5% of its total assets in the securities (excluding U.S.
Government securities) of any one issuer.
Non-Fundamental Restrictions. In order to comply with certain statutes and
policies and for other reasons, the Portfolio will not, as a matter of operating
policy (these restrictions may be changed by a vote of the Trustees or the
Portfolio Trust or the Trust as applicable without shareholder approval):
(i) purchase any security or evidence of interest therein on
margin, except that short-term credit necessary for the
clearance of purchases and sales of securities may be obtained
and deposits of initial and variation margin may be made in
connection with the purchase, ownership, holding or sale of
futures contracts;
(ii) sell securities it does not own (short sales). (This
restriction does not preclude short sales "against the box"
(that is, sales of securities (a) the Portfolio
contemporaneously owns or (b) where the Portfolio has the
right to obtain securities equivalent in kind and amount to
those sold). The Portfolio has no current intention to engage
in short selling);
(iii) purchase securities issued by any investment company except to
the extent permitted by the 1940 Act, except that this
limitation does not apply to securities received or acquired
as dividends, through offers of exchange, or as a result of
reorganization, consolidation or merger; and
(iv) invest more than 15% of the Portfolio's net assets (taken at
the greater of cost or market value) in securities that are
illiquid or not readily marketable (excluding Rule 144A
securities deemed by the Portfolio Board to be liquid).
An investment restriction will not be considered violated if that restriction is
complied with at the time the relevant action is taken, notwithstanding a later
change in the market value of an investment, in net or total assets or in the
change of securities rating of the investment or any other later change.
The Portfolio will comply with the permitted investments and investment
limitations in the securities laws and regulations of all states in which the
corresponding Fund, or any other registered investment company investing in the
Portfolio, is registered.
Portfolio Transactions and Brokerage Commissions
The Adviser is responsible for decisions to buy and sell securities, futures
contracts and options thereon for the Portfolio, the selection of brokers,
dealers and futures commission merchants to effect transactions and the
negotiation of brokerage commissions, if any. Broker-dealers may receive
brokerage commissions on portfolio transactions, including options, futures
contracts and options on futures transactions and the purchase and sale of
underlying securities upon the exercise of options. Orders may be directed to
any broker-dealer or futures commission merchant, including, to the extent and
in the manner permitted by applicable law, the Adviser or its subsidiaries or
affiliates. Purchases and sales of certain portfolio securities on behalf of the
Portfolio are frequently placed by the Adviser with the issuer or a primary or
secondary market-maker for these securities on a net basis, without any
brokerage commission being paid by the Portfolio. Trading does, however, involve
transaction costs. Transactions with dealers serving as market-makers reflect
the spread between the bid and asked prices. Transaction costs may also include
fees paid to third parties for information as to potential purchasers or sellers
of securities. Purchases of underwritten issues may be made that will include an
underwriting fee paid to the underwriter.
The Adviser seeks to evaluate the overall reasonableness of the brokerage
commissions paid (to the extent applicable) in placing orders for the purchase
and sale of securities for the Portfolio taking into account such factors as
price, commission (negotiable in the case of national securities exchange
transactions), if any, size of order, difficulty of execution and skill required
of the executing broker-dealer through familiarity with commissions charged on
comparable transactions, as well as by comparing commissions paid by the
Portfolio to reported commissions paid by others. The Adviser reviews on a
routine basis commission rates, execution and settlement services performed,
making internal and external comparisons.
The Adviser is authorized, consistent with Section 28(e) of the Securities
Exchange Act of 1934, as amended, when placing portfolio transactions for the
Portfolio with a broker to pay a brokerage commission (to the extent applicable)
in excess of that which another broker might have charged for effecting the same
transaction on account of the receipt of research, market or statistical
information. The term "research, market or statistical information" includes (a)
advice as to (i) the value of securities, (ii) the advisability of investing in,
purchasing or selling securities, and (iii) the availability of securities or
purchasers or sellers of securities and (b) furnishing analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy and the performance of accounts. Higher commissions may be
paid to firms that provide research services to the extent permitted by law. The
Adviser may use this research information in managing the Portfolio's assets, as
well as the assets of other clients.
Consistent with the policy stated above, the Conduct Rules of the National
Association of Securities Dealers, Inc. and such other policies as the Portfolio
Trust Board may determine, the Adviser may consider sales of shares of the Fund
and of other investment company clients of the Adviser as a factor in the
selection of broker-dealers to execute portfolio transactions. The Adviser will
make such allocations if commissions are comparable to those charged by
nonaffiliated, qualified broker-dealers for similar services.
Except for implementing the policies stated above, there is no intention to
place portfolio transactions with particular brokers or dealers or groups
thereof. In effecting transactions in over-the-counter securities, orders are
placed with the principal market-makers for the security being traded unless,
after exercising care, it appears that more favorable results are available
otherwise.
Although certain research, market or statistical information from brokers and
dealers can be useful to the Portfolio and to the Adviser, it is the opinion of
the Portfolio's management that such information is only supplementary to the
Adviser's own research effort, since the information must still be analyzed,
weighed and reviewed by the Adviser's staff. Such information may be useful to
the Adviser in providing services to clients other than the Portfolio, and not
all such information is used by the Adviser in connection with the Portfolio.
Conversely, such information provided to the Adviser by brokers and dealers
through whom other clients of the Adviser effect securities transactions may be
useful to the Adviser in providing services to the Portfolio.
In certain instances there may be securities that are suitable for the
Portfolio, as well as for one or more of the Adviser's other clients. Investment
decisions for the Portfolio and for the Adviser's other clients are made with a
view to achieving their respective investment objectives. It may develop that a
particular security is bought or sold for only one client even though it might
be held by, or bought or sold for, other clients. Likewise, a particular
security may be bought for one or more clients when one or more clients are
selling that same security. Some simultaneous transactions are inevitable when
several clients receive investment advice from the same investment adviser,
particularly when the same security is suitable for the investment objectives of
more than one client. When two or more clients are simultaneously engaged in the
purchase or sale of the same security, the securities are allocated between
(among) clients in a manner believed to be equitable to each. It is recognized
that in some cases this system could have a detrimental effect on the price or
volume of the security as far as the Portfolio is concerned. However, it is
believed that the ability of the Portfolio to participate in volume transactions
will produce better executions for the Portfolio.
PERFORMANCE INFORMATION
Standard Performance Information
From time to time, quotations of the Shares' performance may be included in
advertisements, sales literature or shareholder reports. These performance
figures are calculated in the following manner:
Yield: Yield refers to the income generated by an investment over a
given period of time, expressed as an annual percentage rate. Yields
are calculated according to a standard that is required for all stock
and bond mutual funds. Because this differs from other accounting
methods, the quoted yield may not equal the income actually paid to
shareholders.
Performance information or advertisements may include comparisons of
the Shares' investment results to various unmanaged indices or results
of other mutual funds or investment or savings vehicles. From time to
time, the Shares' ranking may be quoted from various sources, such as
Lipper Analytical Services, Inc., Value Line, Inc. and Morningstar,
Inc.
Unlike some bank deposits or other investments that pay a fixed yield
for a stated period of time, the total return of the Shares will vary
depending upon interest rates, the current market value of the
securities held by the Portfolio and the Wrapper Agreements and changes
in the expenses of the Shares and the Portfolio. In addition, during
certain periods for which total return may be provided, Bankers Trust
may have voluntarily agreed to waive portions of its fees, or to
reimburse certain operating expenses of the Fund or the Portfolio, on a
month-to-month basis. Such waivers will have the effect of increasing
the Shares' net income (and therefore its yield and total return)
during the period such waivers are in effect.
Total return: The Shares' average annual total return is calculated for
certain periods by determining the average annual compounded rates of
return over those periods that would cause an investment of $1,000
(made at the maximum public offering price with all distributions
reinvested) to reach the value of that investment at the end of the
periods. The Shares' may also calculate total return figures that
represent aggregate performance over a period or year-by-year
performance.
Performance Results: Any performance information provided for the
Shares' should not be considered as representative of its performance
in the future, because the NAV and public offering price of Shares will
vary based not only on the type, quality and maturities of the
securities held by the Portfolio but also on changes in the current
value of such securities and on changes in the expenses of the Fund and
the Portfolio. Total return reflects the performance of both principal
and income.
Comparison of Fund Performance
Comparison of the quoted nonstandardized performance of various investments is
valid only if performance is calculated in the same manner. Since there are
different methods of calculating performance, investors should consider the
effect of the methods used to calculate performance when comparing performance
of the Fund with performance quoted with respect to other investment companies
or types of investments.
In connection with communicating its performance to
current or prospective shareholders, the Fund also may compare these figures to
the performance of other mutual funds tracked by mutual fund rating services or
to unmanaged indices that may assume reinvestment of dividends but generally do
not reflect deductions for administrative and management costs. Evaluations of
the Fund's performance made by independent sources may also be used in
advertisements concerning the Fund. Sources for the Fund's performance
information could include the following: Asian Wall Street Journal, Barron's,
Business Week, Changing Times, The Kiplinger Magazine, Consumer Digest,
Financial Times, Financial World, Forbes, Fortune, Global Investor, Investor's
Daily, Lipper Analytical Services, Inc.'s Mutual Fund Performance Analysis,
Money, Morningstar Inc., New York Times, Personal Investing News, Personal
Investor, Success, U.S. News and World Report, ValueLine, Wall Street Journal,
Weisenberger Investment Companies Services, Working Women and Worth.
Economic and Market Information
Advertising and sales literature of the Fund may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on these
developments by Fund portfolio managers and their views and analysis on how such
developments could affect the Fund. In addition, advertising and sales
literature may quote statistics and give general information about the mutual
fund industry, including the growth of the industry, from sources such as the
Investment Company Institute ("ICI"). For example, according to the ICI,
thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $3.5 trillion to the more than 6,000 funds available.
VALUATION OF ASSETS; REDEMPTIONS IN KIND
Debt securities (other than short-term debt obligations maturing in 60 days or
less), including listed securities and securities for which price quotations are
available, will normally be valued on the basis of market valuations furnished
by a pricing service. Such market valuations may represent the last quoted price
on the securities' major trading exchange or quotes received from dealers or
market makers in the relevant securities or may be determined through the use of
matrix pricing. In matrix pricing, pricing services may use various pricing
models, involving comparable securities, historic relative price movements,
economic factors and dealer quotations. Over-the-counter securities will
normally be valued at the bid price. Short-term debt obligations and money
market securities maturing in 60 days or less are valued at amortized cost.
Securities for which market quotations are not readily available are valued by
Bankers Trust pursuant to procedures adopted by the Portfolio's Trust Board.
The NAV per Share is calculated once on each Valuation Day as of the Valuation
Time, which is currently 4:00 p.m., Eastern time, or if the NYSE closes early,
at the time of such early closing. The NAV per Share is computed by dividing the
value of the Fund's assets (i.e., the value of its investment in the Portfolio
and other assets, if any), less all liabilities, by the total number of its
Shares outstanding. The Portfolio's securities and other assets are valued
primarily on the basis of market quotations or, if quotations are not readily
available, by a method that Portfolio Trust Board believes accurately reflects
fair value.
Pursuant to procedures adopted by the Portfolio Trust Board, the Wrapper Value
generally will be equal to the difference between the Book Value and the market
value (plus accrued interest on the underlying securities) of the applicable
Covered Assets. If the market value (plus accrued interest on the underlying
securities) of the Covered Assets is greater than their Book Value, the Wrapper
Value will be reflected as a liability of the Portfolio in the amount of the
difference, i.e., a negative value, reflecting the potential liability of the
Portfolio to the Wrapper Provider. If the market value (plus accrued interest on
the underlying securities) of the Covered Assets is less than their Book Value,
the Wrapper Value will be reflected as an asset of the Portfolio in the amount
of the difference, i.e., a positive value, reflecting the potential liability of
the Wrapper Provider to the Portfolio. In performing its fair value
determination, the Portfolio Trust Board expects to consider the
creditworthiness and ability of a Wrapper Provider to pay amounts due under the
Wrapper Agreement. If the Portfolio Trust Board determine that a Wrapper
Provider is unable to make such payments, that Board may assign a fair value to
the Wrapper Agreement that is less than the difference between the Book Value
and the market value (plus accrued interest on the underlying securities) of the
applicable Covered Assets and the Portfolio might be unable to maintain NAV
stability.
The problems inherent in making a good faith determination of value are
recognized in the codification effected by SEC Financial Reporting Release No. 1
(formerly Accounting Series Release No. 113) ("FRR 1"), which concludes that
there is "no automatic formula" for calculating the value of restricted
securities. It recommends that the best method simply is to consider all
relevant factors before making any calculation. According to FRR 1, such factors
would include consideration of the --
type of security involved, financial statements, cost at date
of purchase, size of holding, discount from market value of
unrestricted securities of the same class at the time of
purchase, special reports prepared by analysts, information as
to any transactions or offers with respect to the security,
existence of merger proposals or tender offers affecting the
security, price and extent of public trading in similar
securities of the issuer or comparable companies, and other
relevant matters.
The Adviser will value securities purchased by the Portfolio that are restricted
as to resale or for which current market quotations are not readily available,
including Wrapper Agreements, based upon all relevant factors as outlined in FRR
1.
Each Trust, on behalf of the Fund, and the Portfolio reserves the right, if
conditions exist that make cash payments undesirable, or for other reasons, to
honor any request for redemption or withdrawal, respectively, by making payment
wholly or partly in Portfolio Securities and in Wrapper Agreements, as the same
may be chosen by the Adviser in its sole discretion (a "redemption in kind").
Such securities and Wrapper Agreements shall be valued as they are for purposes
of computing the Fund's or the Portfolio's NAV, as the case may be. If payment
is made to a Fund shareholder in securities, the shareholder may incur
transaction expenses in converting those securities into cash. To the extent
that a redemption in kind includes Wrapper Agreements, the Fund will obtain and
assign to the redeeming Plan one or more Wrapper Agreements issued by the
Wrapper Providers covering the portfolio securities distributed in kind. The
terms and conditions of Wrapper Agreements provided to a redeeming Plan will be
the same or substantially similar to the terms and conditions of the Wrapper
Agreements held by the Portfolio. Wrapper Agreements are not liquid securities
and may impose restrictions on termination or withdrawal, including notice
periods of one year (or more for non-participant directed withdrawals). The
maintenance of Wrapper Agreements distributed in kind may also require that a
withdrawing Plan pay fees to the Wrapper Provider. Such fees are anticipated to
be comparable to the fees paid by the Portfolio with respect to Covered Assets
(typically 0.10% to 0.25% per dollar of Covered Assets). Wrapper Agreements
distributed in kind will also require the portfolio securities covered be of a
specified duration or maturity, consist of specified types of securities or be
of a specified investment quality. Accordingly, although a redeeming Plan may
freely sell portfolio securities covered by a Wrapper Agreement, its management
of the portfolio securities must be consistent with Wrapper Agreement
requirements in order for it to obtain the benefits of the agreements. Moreover,
a Plan may be required to obtain at its own expense the services of a qualified
investment manager to manage the securities distributed in kind in conformity
with the Wrapper Agreement provisions and may incur additional administrative
expenses in managing this portfolio. In some cases, however, a Plan may be able
to further assign the Wrapper Agreements and covered securities to other
commingled investment vehicles, such as a bank collective fund, and thereby
avoid the imposition of these additional expenses.
The Trust, on behalf of the Fund, and the Portfolio have to redeem Shares or
beneficial interests, respectively, with respect to any one investor during any
90-day period solely in cash up to the lesser of $500,000 or 1% of the NAV of
the Fund or the Portfolio, as the case may be, at the beginning of the period.
The Trust, on behalf of the Fund, is also seeking an exemptive order from the
SEC with respect to redemptions in kind made to 5% or greater shareholders of
the Fund.
The Portfolio has agreed to make a redemption in kind to the Fund whenever the
Fund wishes to make a redemption in kind to a shareholder thereof, and therefore
Fund shareholders that receive redemptions in kind will receive Portfolio
Securities and Wrapper Agreements of the Portfolio and in no case will they
receive a security issued by the Portfolio. The Portfolio has advised the Trust
that the Portfolio will not redeem in kind except in circumstances in which the
Fund is permitted to redeem in kind or unless requested by the Fund.
Each investor in the Portfolio, including the Fund, may add to or reduce its
investment in the Portfolio on each business day the Portfolio determines its
NAV. At the close of business on each such day, the value of each investor's
beneficial interest in the Portfolio will be determined by multiplying the NAV
of the Portfolio by the percentage effective for that day that represents that
investor's share of the aggregate beneficial interests in the Portfolio. Any
additions or withdrawals that are to be effected as of the close of business on
that day will then be effected. The investor's percentage of the aggregate
beneficial interests in the Portfolio will then be recomputed as the percentage
equal to a fraction (a) the numerator of which is the value of the investor's
investment in the Portfolio as of the close of business on that day plus or
minus, as the case may be, the amount of net additions to or withdrawals from
the investor's investment in the Portfolio effected as of the close of business
on that day, and (b) the denominator of which is the aggregate NAV of the
Portfolio as of the close of business on that day plus or minus, as the case may
be, the amount of net additions to or withdrawals from the aggregate investments
in the Portfolio by all investors therein. The percentage so determined will
then be applied to determine the value of the investor's interest in the
Portfolio as the close of business on the following business day.
MANAGEMENT OF THE TRUSTS
Each Board of Trustees is composed of persons experienced in financial matters
who meet throughout the year to oversee the activities of the Fund or the
Portfolio, as the case may be. In addition, the Trustees review contractual
arrangements with companies that provide services to the Fund/Portfolio and
review the Fund's performance.
The Trustees and officers of the Trusts,
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, Pennsylvania 15230-0897. An asterisk indicates that Trustee
who is an "interested person" (as defined in the 1940 Act) of either Trust.
Trustees of the Trust
PHILIP W. COOLIDGE* (birthdate: 9/2/1951) - Chairman, Chief Executive
Officer and President, Signature Financial Group, Inc. ("SFG") (since December,
1988) and Signature Broker-Dealer Services, Inc. ("Signature") (since April,
1989). His address is 6 St. James Avenue, Boston, Massachusetts 02116.
MARTIN J. GRUBER (birthdate: 7/15/1937) - Trustee; Chairman of the Finance
Department and Nomura Professor of Finance, Leonard N. Stern School of Business,
New York University (since 1964). His address is 229 S. Irving Street,
Ridgewood, New Jersey 07450.
KELVIN J. LANCASTER (birthdate: 12/10/1924) - Trustee; Professor,
Department of Economics, Columbia University. His address is 35 Claremont
Avenue, New York, New York 10027.
HARRY VAN BENSCHOTEN (birthdate: 2/18/1928) - Trustee; Director, Canada Life
Insurance Company of New York; Director, Competitive Technologies, Inc., a
public company listed on the American Stock Exchange; Retired (since 1987);
Corporate Vice President, Newmont Mining Corporation (prior to 1987). His
address is 6581 Ridgewood Drive, Naples, Florida 33963.
Trustees of the Portfolio Trust
CHARLES P. BIGGAR (birthdate: 10/13/1930) - 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.
PHILIP W. COOLIDGE* (birthdate: 9/2/1951) - Chairman, Chief Executive
Officer and President, SFG (since December, 1988) and Signature (since April,
1989). His address is 6 St James Avenue, Boston, Massachusetts 02116.
S. LELAND DILL (birthdate: 3/28/1930) - Trustee; Retired; Director, Coutts
Group; Coutts (U.S.A.) International; Coutts Trust Holdings Ltd.; Director,
Zweig Series Trust; formerly Partner of KPMG Peat Marwick; Director, Vinters
International Company Inc.; General Partner of Pemco (an investment company
registered under the 1940 Act). His address is 5070 North Ocean Drive, Singer
Island, Florida 33404.
PHILIP SAUNDERS, JR. (birthdate: 10/11/1935) - Trustee; Principal, Philip
Saunders Associates (Consulting); former Director of Financial Industry
Consulting, Wolf & Company; President, John Hancock Home Mortgage Corporation;
and Senior Vice President of Treasury and Financial Services, John Hancock
Mutual Life Insurance Company, Inc. His address is 445 Glen Road, Weston,
Massachusetts 02193.
Officers of the Trusts
Unless otherwise specified, each officer listed below holds the same position
with each Trust.
RONALD M. PETNUCH (birthdate: 2/27/1960) - President and Treasurer, Senior
Vice President; Federated Services Company ("FSC"); formerly, Director of
Proprietary Client Services, Federated Administrative Services ("FAS"), and
Associate Corporate Counsel,
Federal Investors ("FI").
CHARLES L. DAVIS, JR. (birthdate: 3/23/1960) - Vice President and Assistant
Treasurer; Vice President, FAS.
JAY S. NEUMAN (birthdate: 4/22/1950) - Secretary; Corporate Counsel, FI.
Messrs. Coolidge, Petnuch, Davis and Neuman also hold similar positions for
other investment companies for which Signature or Edgewood, respectively, 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 Trusts. No director, officer or employee of Edgewood or any of
its affiliates will receive any compensation from the Trust or the Portfolio for
serving as an officer or trustee of the Trust or the Portfolio.
Trustees' Compensation
Compensation
Name of Trustee from Trust* Fund Complex**
Harry Van Benschoten $12,500 $27,500
Trustee of Trust
Philip W. Coolidge $400 $1,250
Trustee of Trust and
Portfolio Trust
Martin J. Gruber $12,500 $27,750
Trustee of Trust
Kelvin J. Lancaster $12,500 $26,250
Trustee of Trust
Charles P. Biggar $725 $28,750
Trustee of
Portfolio Trust
S. Leland Dill $725 $28,750
Trustee of
Portfolio Trust
Philip Saunders, Jr. $725 $28,750
Trustee of
Portfolio Trust
* The aggregate compensation is provided for the Trust which is comprised
of 6 funds. Information is furnished for the fiscal year ended March 31, 1997.
** Information provided for last calendar year.
As of February 25, 1997, the Trustees and officers of the Trusts and the
Fund 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 the Portfolio's investment advisory agreement with Bankers
Trust (the "Advisory Agreement"), Bankers Trust manages the Portfolio subject to
the supervision and direction of the Board of Trustees of the Portfolio. Bankers
Trust will: (i) act in strict conformity with the Portfolio'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 Portfolio in accordance with the
Portfolio's investment objectives, restrictions and policies; (iii) make
investment decisions for the Portfolio; and (iv) place purchase and sale orders
for securities and other financial instruments on behalf of the Portfolio.
Bankers Trust bears all expenses in connection with the performance of services
under the Advisory Agreement. The Trust and the Portfolio bears certain other
expenses incurred in its operation, including: taxes, interest, brokerage fees
and commissions, if any; fees of Trustees of the Trust or the Portfolio who are
not officers, directors or employees of Bankers Trust, Edgewood or any of their
affiliates; SEC fees and state Blue Sky qualification fees; charges of
custodians and transfer and dividend disbursing agents; certain insurance
premiums; outside auditing and legal expenses; costs of maintenance of corporate
existence; costs attributable to investor services, including, without
limitation, telephone and personnel expenses; costs of preparing and printing
prospectuses and SAIs for regulatory purposes and for distribution to existing
shareholders; costs of shareholders' reports and meetings of shareholders,
officers and Trustees of the Trust or the Portfolio; and any extraordinary
expenses.
Bankers Trust may have deposit, loan and other commercial banking relationships
with the issuers of obligations which may be purchased on behalf of the
Portfolio, 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 Portfolio 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
Portfolio, Bankers Trust will not inquire or take into consideration whether an
issuer of securities proposed for purchase or sale by the Portfolio is a
customer of Bankers Trust, its parent or its subsidiaries or affiliates and, in
dealing with its customers, Bankers Trust, its parent, subsidiaries and
affiliates will not inquire or take into consideration whether securities of
such customers are held by any fund managed by Bankers Trust or any such
affiliate.
Administrator
Under the administration and services agreements, Bankers Trust is obligated on
a continuous basis to provide such administrative services as the Board of
Trustees of the Trust and the Portfolio reasonably deem necessary for the proper
administration of the Trust or the Portfolio. Bankers Trust will generally
assist in all aspects of the Fund's and Portfolio'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 record keeping 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), executive and
administrative services, and stationery and office supplies; prepare reports to
shareholders or investors; prepare and file tax returns; supply financial
information and supporting data for reports to and filings with the SEC and
various state Blue Sky authorities; supply supporting documentation for meetings
of the Board of Trustees; provide monitoring reports and assistance regarding
compliance with Declarations of Trust, by-laws, investment objectives and
policies and with Federal and state securities laws; arrange for appropriate
insurance coverage; calculate net asset values, net income and realized capital
gains or losses; and negotiate arrangements with, and supervise and coordinate
the activities of, agents and others to supply services.
Pursuant to a sub-administration agreement (the "Sub-Administration Agreement"),
FSC performs such sub-administration duties for the Trust and the Portfolio as
from time to time may be agreed upon by Bankers Trust and the 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 (One Bankers Trust Plaza), New York, New York
10006, serves as Custodian for the Trust and for the Portfolio pursuant to the
administration and services agreements. As Custodian, it holds the Fund's and
the Portfolio's assets. Bankers Trust also serves as transfer agent of the Trust
and of the Portfolio pursuant to the respective administration and services
agreement. Under its transfer agency agreement with 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 may be
reimbursed by the Fund or the Portfolio for its out-of-pocket expenses. Bankers
Trust will comply with the self-custodian provisions of Rule 17f-2 under the
1940 Act.
<PAGE>
Use of Name
The Trust and Bankers Trust have agreed that the Trust may use the letters "BT"
as part of its name for so long as Bankers Trust serves as investment adviser to
the Portfolio. The Trust has acknowledged that the letters "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 letters "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 Portfolio contemplated by the Advisory
Agreement and other activities for the Fund and the Portfolio described in the
Prospectus and this 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 and the Portfolio. 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. If the circumstances described above should change, the Boards of Trustees
would review the relationships with Bankers Trust and consider taking all
actions necessary in the circumstances.
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 Trusts. Ernst & Young LLP, 787
Seventh Avenue, New York, New York 10019, acts as independent accountants of the
Fund and the Portfolio.
ORGANIZATION OF THE TRUST
The Trust was organized on February 28, 1992. Shares of the Trust do not have
cumulative voting rights, which means that holders of more than 50% of the
shares voting for the election of Trustees can elect all Trustees. Shares are
transferable but have no preemptive, conversion or subscription rights.
Shareholders generally vote by Fund, except with respect to the election of
Trustees and the ratification of the selection of independent accountants.
Massachusetts law provides that shareholders could under certain circumstances
be held personally liable for the obligations of the Trust. However, the Trust's
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 that liabilities of each series of
the Trust (including the Fund) are chargeable only against assets of that series
and that a creditor of one series may not seek satisfaction from the assets of
another series. The Declaration of Trust also provides for indemnification from
the Fund's property for all losses and expenses of any shareholder held
personally liable for the obligations of the Fund. Thus, the risk of a
shareholder's incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund itself would be unable to meet its
obligations, a possibility that the Trust believes is remote. Upon payment of
any liability incurred by the Fund, the shareholder paying the liability would
be entitled to reimbursement from the general assets of the Fund. The Trustees
intend to conduct the operations of the Fund in a manner so as to avoid, as far
as possible, ultimate liability of the shareholders for liabilities of the Fund.
Except as described below, whenever the Fund is requested to vote on matters
pertaining to the Portfolio, the Fund will hold a meeting of its shareholders
and will cast its votes proportionately as instructed by Fund shareholders.
However, subject to applicable statutory and regulatory requirements, the Fund
will not request a vote of its shareholders with respect to any proposal
relating to the Portfolio that (a) if made with respect to the Fund, would not
require the vote of the shareholders of the Fund, or (b) is identical in all
material respects to a proposal that has previously been approved by the Fund's
shareholders. Any proposal submitted to holders in the Portfolio, and that is
not required to be voted on by the Fund's shareholders, will nonetheless be
voted on by the Trust Board.
TAXATION
Taxation of the Fund
The Fund intends to qualify annually to be treated as a regulated investment
company under the Code. To qualify for that treatment, the Fund must, among
other things, (a) derive at least 90% of its gross income each taxable year from
dividends, interest, payments with respect to securities loans and gains from
the sale or other disposition of securities, or other income (including gains
from options or futures contracts) derived with respect to its business of
investing in securities (the "Income Requirement"), (b) derive less than 30% of
its gross income each taxable year from the sale or other disposition of
securities, options or futures contracts held less than three months (the "30%
Limitation"), (c) diversify its holdings so that, at the end of each quarter of
its taxable year, (i) at least 50% of the value of its assets is represented by
cash and cash items (including receivables), U.S. Government securities,
securities of other regulated investment companies and other securities, with
such other securities of any one issuer limited to an amount not greater than 5%
of the value of the Fund's total assets and not greater than 10% of the issuer's
outstanding voting securities and (ii) not more than 25% of the value of its
total assets is invested in the securities of any one issuer (other than U.S.
Government securities or the securities of other regulated investment
companies), and (d) distribute for each taxable year at least 90% of its
investment company taxable income (generally consisting of interest, dividends
and the excess of net short-term capital gain over net long-term capital loss).
The Fund will be subject to a nondeductible 4% excise tax to the extent it fails
to distribute by the end of any calendar year substantially all of its ordinary
income for that year and capital gain net income for the one-year period ending
on October 31 of that year, plus any undistributed amount from the prior year.
The Fund, as an investor in the Portfolio, will be deemed to own a proportionate
share of the Portfolio's assets, and to earn a proportionate share of the
Portfolio's income, for purposes of determining whether the Fund satisfies all
the requirements described above to qualify as a regulated investment company.
See the next section for a discussion of the tax consequences to the Fund of
hedging transactions engaged in by the Portfolio.
The Trust is organized as a Massachusetts business trust, and neither the Trust
nor the Fund is liable for any income or franchise tax in the Commonwealth of
Massachusetts, provided the Fund continues to qualify as a regulated investment
company under Subchapter M of the Code. The investment by the Fund in the
Portfolio will not cause the Fund to be liable for any income or franchise tax
in the State of New York.
Taxation of the Portfolio
The Portfolio will be treated as a separate partnership for federal income tax
purposes and will not be a "publicly traded partnership." As a result, the
Portfolio will not be subject to federal income tax. Instead, the Fund and other
investors in the Portfolio will be required to take into account, in computing
their federal income tax liability, their respective shares of the Portfolio's
income, gains, losses, deductions and credits, without regard to whether they
have received any cash distributions from the Portfolio. The Portfolio also will
not be subject to state income or franchise tax.
Because, as noted above, the Fund will be deemed to own a proportionate share of
the Portfolio's assets, and to earn a proportionate share of the Portfolio's
income, for purposes of determining whether the Fund satisfies the requirements
to qualify as a regulated investment company, the Portfolio intends to conduct
its operations so that the Fund will be able to satisfy all those requirements.
Distributions received by the Fund from the Portfolio (whether pursuant to a
partial or complete withdrawal or otherwise) generally will not result in the
Fund's recognizing any gain or loss for federal income tax purposes, except that
(a) gain will be recognized to the extent any cash that is distributed exceeds
the Fund's basis for its interest in the Portfolio prior to the distribution,
(b) income or gain will be realized if the distribution is in liquidation of the
Fund's entire interest in the Portfolio and includes a disproportionate share of
any unrealized receivables held by the Portfolio, and (c) loss will be
recognized if a liquidation distribution consists solely of cash and/or
unrealized receivables. The Fund's basis for its interest in the Portfolio
generally will equal the amount of cash and the basis of any property the Fund
invests in the Portfolio, increased by the Fund's share of the Portfolio's net
income and gains and decreased by (i) the amount of any cash and the basis of
any property distributed from the Portfolio to the Fund and (ii) the Fund's
share of the Portfolio's losses, if any.
The Portfolio's use of hedging strategies, such as writing (selling) and
purchasing options and futures contracts, involves complex rules that will
determine for income tax purposes the character and timing of recognition of the
gains and losses it realizes in connection therewith. Gains from options and
futures contracts derived by the Portfolio with respect to its business of
investing in securities will qualify as permissible income for the Fund under
the Income Requirement. However, income from the disposition of options and
futures contracts will be subject to the 30% Limitation for the Fund if they are
held for less than three months.
Sale of Shares
Any gain or loss realized by a shareholder on the sale or other disposition of
Shares, or on receipt of a distribution in complete liquidation of the Fund,
generally will be a capital gain or loss that will be long-term or short-term,
depending upon the shareholder's holding period for the Shares. Any loss
realized on a sale or exchange will be disallowed to the extent the Shares
disposed of are replaced within a period of 61 days beginning 30 days before and
ending 30 days after disposition of the Shares. In such a case, the basis of the
Shares acquired will be adjusted to reflect the disallowed loss. Any loss
realized by a shareholder on a disposition of Shares held for six months or less
will be treated as a long-term capital loss to the extent of any distributions
of net capital gains received by the shareholder with respect to those Shares.
Foreign Withholding Taxes
Income received by the Portfolio from sources within foreign countries may be
subject to withholding and other taxes imposed by those countries that would
reduce the yield on its securities. Tax conventions between certain countries
and the United States may reduce or eliminate these foreign taxes, however, and
many foreign countries do not impose taxes on capital gains in respect of
investments by foreign investors.
<PAGE>
APPENDIX
DESCRIPTION OF MOODY'S CORPORATE BOND RATINGS:
Aaa- Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or by an exceptionally stable margin
and principal is secure. While the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa - Bonds rated Aa are judged to be of high quality by all standards. Together
with the Aaa group they comprise what are generally known as high-grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.
A - Bonds rated A possess many favorable investment attributes and are to be
considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
Baa - Bonds rated Baa are considered as medium-grade obligations, i.e. they are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such, bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
Ba - Bonds rated Ba are judged to have speculative elements. Their future cannot
be considered as well assured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both (good
and bad times over the future). Uncertainty of position characterizes bonds in
this class.
B - Bonds rated B generally lack characteristics of a desirable investment.
Assurance of interest and principal payments or of maintenance of other terms of
the contract over any long period of time may be small.
Caa - Bonds rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.
Ca - Bonds rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked short-comings.
C - Bonds rated C are the lowest-rated class of bonds and issued so rated can be
regarded as having extremely poor prospects of ever attaining any real
investment standing.
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through B in its corporate bond system. The modifier 1
indicates that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates that the issue ranks in the lower end of its generic rating category.
DESCRIPTION OF S&P'S CORPORATE BOND RATINGS:
AAA- Debt rated AAA has the highest rating assigned by Standard & Poor's to a
debt obligation. Capacity to pay interest and repay principal is extremely
strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to weakened capacity to pay interest and repay principal for debt
in this category than in higher-rated categories.
BB - Debt rate BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments.
B - Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.
CC - Debt rated CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.
C - The rating C is typically applied to debt subordinated to senior debt which
is assigned an actual or implied CCC- debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed but debt service
payments are continued.
CI - The rating CI is reserved for income bonds on which no interest is being
paid.
D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating will also be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.
Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
DUFF & PHELPS' LONG-TERM DEBT RATINGS:
==================== ===========================================================
==================== ===========================================================
AAA Highest credit quality. The risk factors are negligible,
being only slightly more than for risk-free U.S. Treasury
debt.
==================== ===========================================================
AA+ High credit quality. Protection factors are strong. Risk is modest but may
vary slightly AA from time to time because of economic conditions.
AA-
==================== ===========================================================
A+ Protection factors are average but adequate. However, risk factors are more
variable and A greater in periods of economic stress.
A-
==================== ===========================================================
BBB+ Below-average protection factors but still considered sufficient for
prudent investment. BBB Considerable variability in risk during economic cycles.
BBB-
- -------------------- ===========================================================
BB+ Below investment grade but deemed likely to meet obligation when due.
Present or prospective BB financial protection factors fluctuate according to
industry conditions or company fortunes. BB- Overall quality may move up or down
frequently within this category.
- -------------------- ===========================================================
<PAGE>
==================== ===========================================================
B+ Below investment grade and possessing risk that obligations will not be met
when due. B Financial protection factors will fluctuate widely according to
economic cycles, industry B- conditions and/or company fortunes. Potential
exists for frequent changes in the rating
within this category or into a higher or lower rating
grade.
==================== ===========================================================
CCC Well below investment-grade securities. Considerable
uncertainty exists as to timely payment of principal,
interest or preferred dividends. Protection factors are
narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable
company developments.
==================== ===========================================================
DD Defaulted debt obligations. Issuer failed to meet scheduled
principal and/or interest payments.
==================== ===========================================================
DP Preferred stock with dividend arrearages.
==================== ===========================================================
DESCRIPTION OF MOODY'S SHORT-TERM DEBT RATINGS:
Issuers rated Prime-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1 repayment
capacity will normally be evidenced by the following characteristics: leasing
market positions in well-established industries; high rates of return on funds
employed; conservative capitalization structures with moderate reliance on debt
and ample asset protection; broad margins in earnings coverage of fixed
financial charges and high internal cash generation; well-established access to
a range of financial markets and assured sources of alternate liquidity.
Issuers rated Prime-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
Issuers rates Prime-3 (or related supporting institutions) have an acceptable
capacity for repayment of short-term promissory obligations. The effect of
industry characteristics and market composition may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and the requirement for relatively high financial
leverage. Adequate alternate liquidity is maintained.
<PAGE>
DESCRIPTION OF S&P SHORT-TERM ISSUER CREDIT RATINGS:
A-1 An obligor rated 'A-1' has STRONG capacity to meet its financial
commitments. It is rated in the highest category by Standard & Poor's. Within
this category, certain obligors are designated with a plus sign (+). This
indicates that the obligor's capacity to meet its financial commitments is
EXTREMELY STRONG.
A-2 An obligor rated 'A-2' has SATISFACTORY capacity to meet its financial
commitments. However, it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligors in the highest
rating category.
A-3 An obligor rated 'A-3' has ADEQUATE capacity to meet its financial
obligations. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitments.
DESCRIPTION OF DUFF & PHELPS' COMMERCIAL PAPER RATINGS:
D-1+ Highest certainty of timely payment. Short term liquidity, including
internal operating factors and/or access to alternative sources of funds, is
outstanding, and safety is just below risk free U.S. Treasury short term
obligations.
D-1 Very high certainty of timely payment. Liquidity factors are excellent and
supported by good fundamental protection factors. Risk factors are minor.
D-1- High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very small.
D-2 Good certainty of timely payment. Liquidity factors and company fundamentals
are sound. Although ongoing funding needs may enlarge total financing
requirements, access to capital markets is good. Risk factors are small.
D-3 Satisfactory liquidity and other protection factors qualify issues as to
investment grade. Risk factors are larger and subject to more variation.
Nevertheless, timely payment is expected.
DESCRIPTION OF MOODY'S INSURANCE FINANCIAL STRENGTH RATINGS:
Aaa
Insurance companies rated Aaa offer exceptional financial security. While the
financial strength of these companies is likely to change, such changes as can
be visualized are most unlikely to impair their fundamentally strong position.
Aa
Insurance companies rated Aa offer excellent financial security. Together with
the Aaa group they constitute what are generally known as high grade companies.
They are rated lower than Aaa companies because long-term risks appear somewhat
larger.
A
Insurance companies rated A offer good financial security. However, elements may
be present which suggest a susceptibility to impairment sometime in the future.
Baa
Insurance companies rated Baa offer adequate financial security. However,
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time.
Ba
Insurance companies rated Ba offer questionable financial security. Often the
ability of these companies to meet policyholder obligations maybe very moderate
and thereby not well safeguarded in the future.
B
Insurance companies rated B offer poor financial security. Assurance of punctual
payment of policyholder obligations over any long period of time is small.
Caa
Insurance companies rated Caa offer very poor financial security. They may be in
default on their policyholder obligations or there may be present elements of
danger with respect to punctual payment of policyholder obligations and claims.
Ca
Insurance companies rated Ca offer extremely poor financial security. Such
companies are often in default on their policyholder obligations or have other
marked shortcomings.
C
Insurance companies rated C are the lowest rated class of insurance company and
can be regarded as having extremely poor prospects of ever offering financial
security.
Numeric modifiers: Numeric modifiers are used to refer to the ranking within the
group -- one being the highest and three being the lowest. However, the
financial strength of companies within a generic rating symbol (Aa, for example)
is broadly the same.
DESCRIPTION OF S&P CLAIMS PAYING ABILITY RATING DEFINITIONS:
Secure Range: AAA to BBB
"AAA" Superior financial security on an absolute and relative basis. Capacity to
meet policyholder obligations is overwhelming under a variety of economic and
underwriting conditions.
"AA" Excellent financial security. Capacity to meet policyholder obligations is
strong under a variety of economic and underwriting conditions.
"A" Good financial security, but capacity to meet policyholder obligations is
somewhat susceptible to adverse economic and underwriting conditions.
"BBB" Adequate financial security, but capacity to meet policyholder obligations
is susceptible to adverse economic and underwriting conditions.
Vulnerable Range: BB to CCC
"BB" Financial security may be adequate, but capacity to meet policyholder
obligations, particularly with respect to long-term or "long-tail" policies, is
vulnerable to adverse economic and underwriting conditions.
"B" Vulnerable financial security. Currently able to meet policyholder
obligations, but capacity to meet policyholder obligations is particularly
vulnerable to adverse economic and underwriting conditions.
"CCC" Extremely vulnerable financial security. Continued capacity to meet
policyholder obligations is highly questionable unless favorable economic and
underwriting conditions prevail.
"R" Regulatory action. As of the date indicated, the insurer is under
supervision of insurance regulators following rehabilitation, receivership,
liquidation, or any other action that reflects regulatory concern about the
insurer's financial condition. Information on this status is provided by the
National Association of Insurance Commissioners and other regulatory bodies.
Although believed to be accurate, this information is not guaranteed. The "R"
rating does not apply to insurers subject only to nonfinancial actions such as
market conduct violations.
Plus (+) or minus (-) Ratings from "AA" to "B" may be modified by the addition
of a plus or minus sign to show relative standing within the major rating
categories.
DUFF & PHELPS' CLAIMS PAYING ABILITY RATINGS:
================ ===============================================================
AAA Highest claims paying ability. Risk factors are negligible.
================ ===============================================================
AA+ Very high claims paying ability. Protection factors are strong. Risk is
modest, but may vary AA slightly over time due to economic and/or underwriting
conditions.
AA-
================ ===============================================================
A+ High claims paying ability. Protection factors are average and there is an
expectation of A variability in risk over time due to economic and/or
underwriting conditions.
A-
================ ===============================================================
BBB+ Adequate claims paying ability. Protection factors are adequate. There is
considerable BBB variability in risk over time due to economic and/or
underwriting conditions.
BBB-
================ ===============================================================
BB+ Uncertain claims paying ability and less than investment grade quality.
However, the company is BB deemed likely to meet these obligations when due.
Protection factors will vary widely with BB- changes in economic and/or
underwriting conditions.
================ ===============================================================
B+ Possessing risk that policyholder and contractholder obligations will not be
paid when due. B Protection factors will vary widely with changes in economic
and underwriting conditions or B- company fortunes.
================ ===============================================================
CCC There is substantial risk that policyholder and contractholder
obligations will not be paid when due. Company has been or is
likely to be placed under state insurance department
supervision.
================ ===============================================================
DD Company is under an order of liquidation.
================ ===============================================================
<PAGE>
Distributor
EdgewoodServices, Inc. BT Pyramid Mutual Funds
Clearing Operations
P.O. Box 897
Pittsburgh, PA 15230-0897
Investment Adviser BT PreservationPlus Fund
Investment Class
Bankers Trust Company Service Class
130 Liberty Street Institutional Class
(One Bankers Trust Plaza) Institutional Service Class
New York, New York 10006
Transfer Agent
Bankers Trust Company
130 Liberty Street
(One Bankers Trust Plaza)
New York, New York 10006
Custodian
Bankers Trust Company STATEMENT OF
130 Liberty Street ADDITIONAL INFORMATION
(One Bankers Trust Plaza) April 28, 1997
New York, New York 10006 (as revised ________, 1997)
Independent Accountants
Ernst & Young LLP
787 Seventh Avenue
New York, NY 10019
Legal Counsel
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022-4669
STAPRVPLUS (8/97)
PART C OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
To be filed by Amendment.
(b) Exhibits:
(l) (i) Declaration of Trust of the Trust; 5
(ii) Second Amended and Restated Designation of Series; 5
(iii) Third Amended and Restated Designation of Series; 5
(iv) Fourth Amended and Restated Establishment and
Designation of Series; 5
(v) Fifth Amended and Restated Establishment and
Designation of Series; 5
(vi) Sixth Amended and Restated Establishment and
Designation of Series; 6
(vii) Seventh Amended and Restated Establishment and
Designation of Series; 6
(viii) Eighth Amended and Restated Establishment and
Designation of Series; 8
(2) By-Laws of the Trust; 5
(3) Not Applicable
(4) Not Applicable
(5) (i) Conformed Copy of Investment Advisory Agreement; 8
(ii) Copy of Exhibit A to Investment Advisory Agreement; 8
(6) (i) Copy of Distributor's Contract; 8
(ii) Conformed Copy of Exhibit A to the Distributor's
Contract; 8
(iii) Schedule A of Exhibit A to the Distributor's
Contract; 8
(iv) Exhibit B to the Distributor's Contract; 8
(v) Schedule A of Exhibit B to the Distributor's
Contract; 8
(7) Not Applicable
(8) See Exhibit (9)
(9) Administration and Services Agreement; 3
(i) Exhibit D to the Administration and Services
Agreement; +
(ii) Copy of Shareholder Services Plan for BT
PreservationPlus Fund; +
(10) Conformed Copy of Opinion and Consent of Kirkpatrick &
Lockhart LLP, with respect to BT
RetirementPlus Fund; 8
(11) Conformed copies of Consents of Independent Accountants; 9
- -----------------------------------
+ All exhibits have been filed electronically.
(3) Incorporated by reference to Post-Effective Amendment No. 3
to Registrant's Registration Statement as filed with the Commission
on April 30, 1993.
(5) Incorporated by reference to Post-Effective Amendment No. 5
to Registrant's Registration Statement as filed with the Commission
on July 31, 1995.
(6) Incorporated by reference to Post-Effective Amendment No. 11 to
Registrant's Registration Statement as filed with the Commission on
September 27, 1996.
(8) Incorporated by reference to Post-Effective Amendment No. 14
to Registrant's Registration Statement as filed with the Commission on
February 25, 1997.
(9) Incorporated by reference to Post-Effective Amendement No. 15 to
Registrant's Registration Statement as filed with the Commission on
March 17, 1997.
<PAGE>
(12) Not Applicable
(13) Investment representation letters of initial shareholders of
the Trust; 1
(14) Not Applicable
(15) (i) Copy of Distribution and Service Plan; 9
(ii) Copy of Schedule of Fees under the Distribution and
Service Plan; 9
(16) Schedule for computation of Fund Performance; 1
(17) (i) Copy of Financial Data Schedule, BT Investment Limited
Term U.S. Government Securities Fund
and BT Investment Equity Appreciation Fund; 7
(ii) Copy of Financial Data Schedule, BT Investment Equity
500 Index Fund and BT Investment
Money Market Fund; 9
(18) Multiple Class Expense Allocation Plan Adopted
Pursuant of Rule 18f-3; 8
(19) Conformed copies of Power of Attorney of Registrant 9
ITEM 25. Persons Controlled by or Under Common Control with Registrant:
Not Applicable
ITEM 26. Number of Holders of Securities.
Title of Class Number of Record Holders
as of June 24, 1997
BT Investment Money Market Fund 347
BT Investment Limited Term U.S.
Government Securities Fund 215
BT Investment Equity 500 Index Fund 943
BT Institutional Asset Management Fund 20
BT Investment Equity Appreciation Fund
Advisor Class 18
Investment Class 0
BT RetirementPlus Fund
Investor Class Shares 0
Institutional Class Shares 0
ITEM 27. Indemnification; 8
- -----------------------------------
+ All exhibits have been filed electronically.
(1) Incorporated by reference herein to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement as filed with the Commission
on June 9, 1992.
(7) Incorporated by reference to Post-Effective Amendment No. 13
to Registrant's Registration Statement as filed with the Commission on
January 30, 1997.
(8) Incorporated by reference to Post-Effective Amendment No. 14
to Registrant's Registration Statement as filed with the Commission on
February 25, 1997.
(9) Incorporated by reference to Post-Effective Amendement No. 15 to
Registrant's Registration Statement as filed with the Commission on
March 17, 1997.
<PAGE>
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.
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.
<PAGE>
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.
ITEM 29. Principal Underwriters a) Edgewood Service, Inc., the principal
underwriter for shares of the Registrant, also acts as principal underwriter for
the following open-end investment companies: BT Investment Funds, BT Advisor
Funds, BT Institutional Funds, Excelsior Institutional Trust (formerly, UST
Master Funds, Inc.), Excelsior Tax-Exempt Funds, Inc. (formerly, UST Master
Tax-Exempt Funds, Inc.), Excelsior Institutional Trust, FTI Funds, FundManager
Portfolios, Marketvest Funds, Marketvest Funds, inc. and Old Westbury Funds,
Inc.
b)
<TABLE>
<CAPTION>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices With Distributor
Business Address
<S> <C> <C> <C>
-------------------
With Registrant
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, President and Treasurer
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
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) None
</TABLE>
ITEM 30. Location of Accounts and Records:
BT Pyramid Mutual Funds Federated Investors Tower
(Registrant) Pittsburgh, PA 15222-3779
Bankers Trust Company: 130 Liberty Street
New York, NY 10006
(Custodian, Investment Adviser
and Administrator)
Investors Fiduciary Trust Company: 127 West 10th Street,
(Transfer Agent and Dividend Kansas City, MO 64105.
Disbursing Agent)
Edgewood Services, Inc.: Clearing Operations, P.O. Box 897, (Distributor)
Pittsburgh, PA 15230-0897.
ITEM 31. Management Services:
Not Applicable
ITEM 32. Undertakings
The Registrant undertakes to comply with Section 16(c) of the 1940 Act
as though such provisions of the Act were applicable to the Registrant except
that the request referred to in the third full paragraph thereof may only be
made by shareholders who hold in the aggregate at least 10% of the outstanding
shares of the Registrant, regardless of the net asset value or values of shares
held by such requesting shareholders.
If the information called for by Item 5A of Form N-lA is contained in
the latest annual report to shareholders, the Registrant shall 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 Securities Act of 1933, as amended,
and the Investment Company Act of 1940, the Registrant, BT PYRAMID MUTUAL 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 25th day of June, 1997.
BT PYRAMID MUTUAL FUNDS
By: /s/ Jay S. Neuman
Jay S. Neuman, Secretary
June 25, 1997
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the following
person in the capacity and on the date indicated:
NAME TITLE DATE
By: /s/ Jay S. Neuman Attorney in Fact June 25, 1997
Jay S. Neuman For the Persons
SECRETARY Listed Below
/s/RONALD M. PETNUCH* President and Treasurer
Ronald M. Petnuch (Chief Executive Officer,
Principal Financial and Accounting
Officer)
/s/PHILIP W. COOLIDGE* Trustee
Philip W. Coolidge
/s/HARRY VAN BENSCHOTEN* Trustee
Harry Van Benschoten
/s/MARTIN J. GRUBER* Trustee
Martin J. Gruber
/s/ KELVIN J. LANCASTER* Trustee
Kelvin J. Lancaster
* By Power of Attorney
<PAGE>
BT PRESERVATIONPLUS PORTFOLIO has duly caused this Post-Effective
amendment No. 17 to the Registration Statement on Form N-1A of BT Pyramid Mutual
Funds to be signed on its behalf by the undersigned thereto authorized in the
City of Pittsburgh and the Commonwealth of Pennsylvania on the 25th day of June,
1997.
BT PRESERVATIONPLUS PORTFOLIO
By: /s/ Jay S. Neuman
Jay S. Neuman, Secretary
June 25, 1997
This Post-Effective amendment No. 17 to the Registration Statement has been
signed below by the following persons in the capacity and on the date indicated:
NAME TITLE DATE
By: /s/ Jay S. Neuman Attorney in Fact June 25, 1997
Jay S. Neuman For the Persons
SECRETARY Listed Below
/s/RONALD M. PETNUCH* President and Treasurer
Ronald M. Petnuch (Chief Executive Officer,
Principal Financial and Accounting
Officer)
/s/PHILIP W. COOLIDGE* Trustee
Philip W. Coolidge
/s/CHARLES P. BIGGAR* Trustee
Charles P. Biggar
/s/S. LELAND DILL* Trustee
S. Leland Dill
/s/PHILIP SAUNDERS, JR.* Trustee
Philip Saunders, Jr.
* By Power of Attorney
Exhibit 9(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
BT PYRAMID MUTUAL FUNDS
EXHIBIT D
TO THE
ADMINISTRATION AND SERVICES AGREEMENT
MADE AS OF OCTOBER 28, 1992
BETWEEN
BT PYRAMID MUTUAL FUNDS AND BANKERS TRUST COMPANY
AS REVISED: JUNE 11, 1997
BT Investment Money Market Fund...............................0.15%
BT Investment Equity 500 Index Fund...........................0.15%
BT Investment Limited Term U.S. Government Securities Fund....0.30%
BT Institutional Asset Management Fund........................0.15%
BT Investment Equity Appreciation Fund
Advisor Class........................................0.50%
Investment Class.....................................0.50%
BT PreservationPlus Fund
Institutional Class..................................0.25%
Institutional Service Class..........................0.25%
Investment Class.....................................0.25%
Service Class........................................0.25%
Exhibit 9(ii) under Form N-1A
Exhibit 10 under Item 601 Reg. S-K
BT PYRAMID MUTUAL FUNDS
FOR BT PRESERVATIONPLUS FUND
SHAREHOLDER SERVICES PLAN
This Shareholder Services Plan ("Plan") is adopted as of June 11, 1997
by the Board of Trustees of BT Pyramid Mutual Funds ("Trust"), a Massachusetts
business trust with respect to the Service Class and the Institutional Service
Class (the "Classes") of the BT PreservationPlus Fund (the "Fund").
1. This Plan is adopted to allow the Classes to make payments as
contemplated herein to obtain certain services for shareholders and/or the
maintenance of shareholder accounts ("Services"). The Services may include
without limitation: establishing and maintaining shareholder and Plan
participant accounts, processing purchase and redemption transactions, arranging
for bank wires, performing shareholder sub-accounting, answering client
inquiries regarding the Fund and/or the Classes, providing periodic statements
showing the client's account balance and those of Plan participants,
transmitting proxy statements, periodic reports, updated prospectuses and other
communications to shareholders and, with respect to meetings of shareholders,
collecting, tabulating and forwarding to the Trust executed proxies and
obtaining such other information and performing such other services as may
reasonably be required.
2. This Plan is designed to compensate broker/dealers, Plan
administrators, other financial institutions and other persons ("Providers) for
providing services to the Fund and/or the Classes and their shareholders. The
Plan will be administered by Bankers Trust Company ("BT"). In compensation for
the services provided to this Plan, Providers, including BT where appropriate,
will be paid a quarterly fee with respect to each Class, computed at the annual
rate not to exceed 0.15 of 1% of the average aggregate net asset value of the
shares of the respective Class held during the quarter.
3. Any payments made to any Provider pursuant to this Plan will be made
pursuant to a "Shareholder Services Agreement" entered into by BT on behalf of
the respective Class and the Provider.
4. The Trust has the right (i) to select, in its sole discretion, the
Providers to participate in the Plan and (ii) to terminate without cause and in
its sole discretion any Shareholder Services Agreement.
5. Quarterly in each year that this Plan remains in effect, BT shall
prepare and furnish to the Board of Trustees of the Trust, and the Board of
Trustees shall review, a written report of the amounts expended under the Plan.
6. This Plan shall become effective (i) after approval by majority
votes of: (a) the Trust's Board of Trustees; and (b) the Disinterested Trustees
of the Trust, cast in person at a meeting called for the purpose of voting on
the Plan; and (ii) upon execution of an exhibit adopting this Plan.
7. This Plan shall remain in effect with respect to each Class for the
period of one year from the date set forth above and may be continued thereafter
if this Plan is approved with respect to each Class at least annually by a vote
of a majority of the Trust's Board of Trustees and majority of the Disinterested
Trustees, cast in person at a meeting called for the purpose of voting on such
Plan.
8. All material amendments to this Plan must be approved by a vote of
the Board of Trustees of the Trust and of the Disinterested Trustees, cast in
person at a meeting called for the purpose of voting on it.
9. This Plan may be terminated with respect to a Class at any time by:
(a) a majority vote of the disinterested Trustees; or (b) a vote of a majority
of the outstanding voting securities of that Class as defined in Section 2 (a)
(42) of the Investment Company Act of 1940, as amended.
10. While this Plan shall be in effect, the selection and nomination of
Disinterested Trustees of the Trust shall be committed to the discretion of the
Disinterested Trustees then in office.
11. All agreements with any person relating to the implementation of
this Plan shall be in writing and any agreement related to this Plan shall be
subject to termination, without penalty, pursuant to the provisions of Paragraph
9 herein.
12. This Plan shall be construed in accordance with and governed by the
laws of the State of New York.
Witness the due execution hereof this 11th day of June, 1997.
BT PYRAMID MUTUAL FUNDS
By:/s/ Ronald M. Petnuch
President
BT PYRAMID MUTUAL FUNDS
Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(412) 288-1900
June 25, 1997
EDGAR Operations Branch
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, Northwest
Washington, DC 20549
RE: BT PYRAMID MUTUAL FUNDS (the "Trust")
BT PreservationPlus Fund (the "Fund")
1933 Act File No. 33-45973
1940 Act File No. 811-6576
Dear Sir or Madam:
Post-Effective Amendment No. 17 under the Securities Act of 1933 and
Amendment No. 18 under the Investment Company Act of 1940 to the Registration
Statement of the above-referenced Trust is hereby electronically transmitted.
The Statement of Additional Information has been electronically redlined to
indicate changes made from the Trust's currently effective Statement with
respect to the Fund.
As indicated on the facing page of the Amendment, the Registrant has
specified that it is to become effective in 60 days after filing pursuant to the
provisions of Rule 485(a) under the Securities Act of 1933. A Rule 485(a) filing
is being made because the Fund is adding two new classes of shares-Institutional
Class and Institutional Service Class.
The phrases beginning with "Subject to Completion" and the legends have
been incorporated on the respective cover pages and will appear in red ink for
purposes of distribution to prospective shareholders. The cover legend, located
at the top of the cover page for purposes of this transmission, will be placed
along the left margin when distributed.
The Fund may be marketed through banks, savings associations or credit
unions. The Fund's investment adviser is Bankers Trust Company.
Pursuant to Investment Company Act Release No. 13,768, the Trust
respectfully requests selective review of those sections of Part A and Part B of
the Registration Statement which are modeled on Parts A and B of the
Registration Statement for BT Pyramid Mutual Funds, BT PreservationPlus
Fund-Investment Class and Service Class. Therefore, we respectfully request SEC
comments on this Registration Statement within 30 days of the date of this
filing.
<PAGE>
The following is a list of sections and sub-sections of the enclosed
Registration Statement which are substantially similar to the indicated Fund:
Prospectuses
Cover Page
The Fund
Who May Invest
Investment Principles and Risks
The Fund in Detail
Investment Objective and Policies
Risk Factors: Matching the Fund to Your Investment Needs Special Information
Concerning the Master-Feeder Fund Structure Securities and Investment Practices
of the Portfolio Performance Explanation of Terms Management of the Trusts Board
of Trustees Investment Adviser Bankers Trust Company and Its Affiliates
Portfolio Management Distributor Custodian and Transfer Agent Net Asset Value
Shareholder and Account Policies Account Information Transactions in Fund Shares
Dividends and Capital Gain Distributions Tax Considerations Additional
Information
Statement of Additional Information Investment Objective, Policies and
Restrictions Investment Objective Investment Policies Rating Services Investment
Restrictions Portfolio Transactions and Brokerage Commissions Performance
Information Standard Performance Information Comparison of Fund Performance
Valuation of Assets; Redemptions in Kind Management of the Trusts Trustees of
the Trust Trustees of the Portfolio Trust Officers of the Trust Trustees'
Compensation Investment Adviser Administrator Custodian and Transfer Agent Use
of Name Banking Regulatory Matters Counsel and Independent Accountants
Organization of the Trust Taxation Taxation of the Fund Taxation of the
Portfolio Sale of Shares Foreign Withholding Taxes Appendix
The new section and disclosure to be reviewed is Expense Summary in
each Prospectus.
If you have any questions regarding this filing, please call me at
(412) 288-8635.
Very truly yours,
/s/ Kary Lechner
Kary Lechner
Compliance Analyst
Enclosures
