BT PYRAMID MUTUAL FUNDS
485BPOS, 2000-01-31
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<PAGE>


                                As filed with the Commission on January 31, 2000

                                                      1933 Act File No. 33-45973
                                                      1940 Act File No. 811-6576

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form N-1A

     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          X

          Post-Effective Amendment No. 31...................          X

                                      and

     REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  X

          Amendment No. 32..................................          X

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

                  One South Street, Baltimore, Maryland 21202
                    (Address of Principal Executive Offices)

                                 (410) 895-3433
                        (Registrant's Telephone Number)

Daniel O. Hirsch, Esq.       Copies to: Burton M. Leibert, Esq.
One South Street                         Willkie Farr & Gallagher
Baltimore, Maryland  21202               787 Seventh Ave
(Name and Address of Agent               New York, New York 10019
for Service)

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

[ ] Immediately upon filing pursuant to paragraph (b)
[x] On January 31, 2000, pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On January 31, 2000, 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 Investment Portfolios, on behalf of PreservationPlus Portfolio, has also
executed this Registration Statement.
<PAGE>


                                                       Deutsche Asset Management

- --------------------------------------------------------------------------------
Mutual Fund

    Prospectus

       January 31, 2000

Institutional Class
- --------------------------------------------------------------------------------

Equity Appreciation
formerly BT Investment Equity Appreciation Fund

[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.]


                                                      A Member of the
                                                      Deutsche Bank Group [LOGO]

<PAGE>

Overview
- --------------------------------------------------------------------------------
of Equity Appreciation--Institutional Class

Goal: The Fund invests for long-term capital growth.
Core Strategy: The Fund invests primarily in the stocks and other equity
securities of medium-sized U.S. companies with strong growth potential.

INVESTMENT POLICIES AND STRATEGIES
The Fund seeks to achieve its goal by investing in stocks and other equity
securities of medium-sized companies with strong growth prospects. Companies
are selected based on factors such as the company's business prospects, its
record of earnings growth and its stock price relative to industry peers.
- --------------------------------------------------------------------------------

Equity Appreciation--Institutional Class

Overview of Equity Appreciation--Institutional Class

<TABLE>
<S>                                                                          <C>
Goal........................................................................   3
Core Strategy...............................................................   3
Investment Policies and Strategies..........................................   3
Principal Risks of Investing in the Fund....................................   4
Who Should Consider Investing in the Fund...................................   4
Total Returns, After Fees and Expenses......................................   5
Annual Fund Operating Expenses..............................................   6
</TABLE>

A Detailed Look at Equity Appreciation--Institutional Class

<TABLE>
<S>                                                                         <C>
Objective..................................................................   7
Strategy...................................................................   7
Principal Investments......................................................   7
Investment Process.........................................................   7
Risks......................................................................   8
Management of the Fund.....................................................   8
</TABLE>
<TABLE>
<S>                                                                          <C>
Calculating the Fund's Share Price..........................................  10
Performance Information.....................................................  10
Dividends and Distributions.................................................  10
Tax Considerations..........................................................  10
Buying and Selling Fund Shares..............................................  11
Financial Highlights........................................................  13
</TABLE>
- --------------------------------------------------------------------------------

                                       3
<PAGE>

Overview of Equity Appreciation--Institutional Class

PRINCIPAL RISKS OF INVESTING IN THE FUND

An investment in the Fund could lose money, or the Fund's performance could
trail that of other investments. For example:

 . Stocks that we have selected could perform poorly;
 . Medium-sized company stock returns could trail stock market returns generally
  because of risks specific to medium-sized company investing, i.e., greater
  share-price volatility and fewer buyers for medium-sized company shares in
  periods of economic or stock market stress. Such risks may hurt the prices of
  the stocks in the Fund's portfolio and limit the ability to exit from an
  unsuccessful investment; or
 . The stock market could decline or could underperform other investments.
WHO SHOULD CONSIDER INVESTING
IN THE FUND

Equity Appreciation-Institutional Class requires a minimum investment of
$250,000. You should consider investing in the Fund if you are seeking long-
term capital growth. There is, of course, no guarantee that the Fund will
realize its goal. Moreover, you should be willing to accept greater short-term
fluctuations in the value of your investment than you would typically
experience investing in bond or money market funds.

You should not consider investing in the Fund if you are pursuing a short-term
financial goal, if you seek regular income or if you cannot tolerate
fluctuations in the value of your investments.

The Fund by itself does not constitute a balanced investment program. It can,
however, afford you exposure to investment opportunities not available to an
investor in large company stocks and small company stocks.

On September 8, 1999, the Board of Trustees voted to recommend the
reorganization of the Fund into Mid Cap fund (formerly Capital Appreciation
Fund). The Board has determined that this proposal is in the best interests of
shareholders. The Fund and Mid Cap currently have the same investment
management teams and employ the same investment strategy.

The merger requires the approval of the Fund's shareholders. A special meeting
of shareholders will be held for this purpose. A proxy statement describing the
proposed reorganization will be sent to Fund shareholders before the special
meeting. Management currently anticipates that the shareholder meeting will
take place in the second quarter of 2000.

If shareholders approve the merger, shares of the Fund will be converted to
shares of Mid Cap. Mid Cap has a master-feeder structure, which differs from
the stand-alone structure of the Fund. A full description of Mid Cap's master-
feeder structure will be included in the proxy statement mailed to
shareholders. It is intended that the transfer of shares from the Fund to Mid
Cap will not be a taxable transaction for shareholders and that the fees of the
Fund will remain the same.

An investment in Equity Appreciation is not a bank deposit and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
- --------------------------------------------------------------------------------

                                       4
<PAGE>

                            Overview of Equity Appreciation--Institutional Class

TOTAL RETURNS, AFTER FEES AND EXPENSES

The bar chart and table on this page can help you evaluate the potential risks
and rewards of investing in the Fund by showing changes in the Fund's
performance year to year. The bar chart shows the Fund's actual return for each
full calendar year since the Fund began selling shares on October 12, 1993 (its
inception date). The table compares the Fund's average annual return with the
Standard & Poor's (S&P) Mid-Cap 400 Index over the last one and five years, and
since inception. The Index is a passive measure of market returns. It does not
factor in the costs of buying, selling and holding stock--costs that are
reflected in the Fund's results.

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

The S&P Mid-Cap 400 Index is a widely accepted benchmark of medium-sized
company stock performance. The Index is a model, not an actual portfolio, that
tracks the performance of 400 publicly held medium-sized U.S. companies.
 Year-by-Year Returns
 (each full calendar year since inception)


                                 [BAR CHART]

                 1994    1995    1996    1997     1998   1999
                 -----  ------   -----   -----   -----   -----
                 3.47%  37.62%   9.60%   15.40%  17.79%  49.70

Since inception, the Fund's highest return in any calendar quarter was 31.08%
(fourth quarter 1999) and its lowest quarterly return was -19.33% (third
quarter 1998). Past performance offers no indication of how the Fund will
perform in the future.

 PERFORMANCE FOR PERIOD ENDED 12/31/99

<TABLE>
<CAPTION>
                       Average Annual Returns
                    1 Year 5 Years      Since
                                    Inception
                                   (10/12/93)/1/
  <S>               <C>    <C>     <C>
  Equity
  Appreciation -
  Institutional
  Class             49.70% 25.14%    20.03%
 -----------------------------------------------
  S&P Mid-Cap 400
  Index             14.72% 23.05%    18.04%
 -----------------------------------------------
</TABLE>

 /1/ The S&P Mid-Cap 400 Index is cal-
 culated from September 30, 1993.
- --------------------------------------------------------------------------------

                                       5
<PAGE>

Overview of Equity Appreciation--Institutional Class

ANNUAL FUND OPERATING EXPENSES
(expenses paid from Fund assets)

The Annual Fees and Expenses table to the right describes the fees and expenses
that you may pay if you buy and hold shares of the Equity Appreciation--
Institutional Class.

Expense Example. The example below illustrates the expenses you would have
incurred on a $10,000 investment in the Fund. It assumes that the Fund earned
an annual return of 5% over the periods shown, that the Fund's operating
expenses remained the same over the periods shown and that you sold your shares
at the end of the period.

You may use this hypothetical example to compare the Fund's expense history
with other funds. Your actual costs may be higher or lower.
- --------------------------------------------------------------------------------

/1/The investment adviser and administrator have agreed, for the 16-month
period from the Fund's fiscal year end of September 30, 1999, to waive their
fees or reimburse expenses so that total expenses will not exceed 1.00%.

/2/For the first 16 months, the expense example takes into account fee waivers
and reimbursements.
 ANNUAL FEES AND EXPENSES

<TABLE>
<CAPTION>
                         Percentage of Average
                           Daily Net Assets/1/
  <S>                    <C>
  Management Fees                         0.65%
 --------------------------------------------------
  Distribution and
   Service (12b-1) Fees                   none
 --------------------------------------------------
  Other Expenses                          0.55%
 --------------------------------------------------
  Total Fund Operating
   Expenses                               1.20%
 --------------------------------------------------
  Less: Fee Waivers or
   Expense
   Reimbursements                        (0.20)%/2/
 --------------------------------------------------
  Net Expenses                            1.00%
 --------------------------------------------------
</TABLE>


 Expense Example/2/

<TABLE>
<CAPTION>
     1 year   3 years 5 years 10 years
     <S>      <C>     <C>     <C>
      $102     $354    $634    $1,431
 -------------------------------------
</TABLE>

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

                                       6
<PAGE>


A detailed look
- --------------------------------------------------------------------------------
at Equity Appreciation--Institutional Class

OBJECTIVE

Equity Appreciation--Institutional Class seeks long-term capital growth. Under
normal circumstances, the Fund invests the majority of its assets in the stock
and other securities with equity characteristics of U.S. companies with market
capitalizations, at the time we first purchase the shares, within the market
capitalization range of the S&P Mid-Cap 400 Index. We believe these companies
contain the greatest concentration of businesses with significant growth
prospects.

The Fund invests for capital growth, not income; any dividend or interest
income is incidental to the pursuit of its goal. While we give priority to
capital growth, we cannot offer any assurance of achieving this goal. The
Fund's goal is not a fundamental policy. We must notify shareholders before we
change it, but we do not require their approval to do so.

STRATEGY

We pursue a flexible investment program to achieve the Fund's objective. We are
not restricted to investments in specific market sectors. We may invest in any
market sector and in any size company if we have identified an opportunity with
attractive long-term prospects for capital growth. Nevertheless, we attempt to
match the dollar-weighted average capitalization of the Fund's holdings to the
midpoint capitalization of the S&P Mid-Cap 400 Index.

We consider many broad factors in assessing a potential candidate for
investment, including generally:

 . competitive position within its industry;

 . business prospects;

 . management team;

 . record of earnings growth;

 . underlying asset value relative to industry peers;

 . stock price relative to industry peers; and

 . whether a reliable and liquid market for its shares exists.

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

"Market capitalization," or "market cap," provides an estimate of a company's
value. It is calculated by multiplying the total number of a company's
outstanding shares by the share's current price.

PRINCIPAL INVESTMENTS

The Fund normally owns stock in approximately 100 medium-sized companies at any
one time. The Fund focuses primarily in stock and other securities with equity
characteristics. The Fund focuses principally on companies with market caps, at
the time we purchase the stock, within the market capitalization range of the
S&P Mid-Cap 400 Index. It may also invest in convertible securities when it is
more advantageous than investing in a company's common stock.

The Fund may also invest up to 25% of its assets in stocks and other securities
of companies based outside the United States. Under normal conditions, this
tactic would not comprise a major element of its strategy.

INVESTMENT PROCESS

The Fund's process begins with a methodical search for companies (in any
industry) that show attractive long-term prospects for growth. The research
team relies on information gleaned from a variety of sources and perspectives,
including broad trends such as lifestyle and technological changes, industry
cycles and regulatory changes, quantitative screening and individual company
analysis. Companies are screened to identify those with strong business
fundamentals (i.e., high growth, low debt, high return-on-equity) and technical
strength. Measures of this strength include the extent of management's
ownership of a company's shares, the extent of ownership by mutual funds and
other large professional investors, estimates of future earnings by investment
analysts who follow the stock and the extent that actual earnings have deviated
from analysts' estimates in the recent past. The list of candidates is narrowed
down through meetings with company and industry contacts, attendance at
conferences focusing on emerging growth companies, and reviews of research and
industry publications and investment analyst contacts.

Temporary Defensive Position. We may, from time to time, adopt a temporary
defensive position in response to extraordinary adverse political, economic or
stock market events. We may invest up to 100% of the Fund's assets in the

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

Convertible securities are bonds or preferred stock that give purchasers the
right of exchange for a specified number of shares of a company's common stock
at specified prices within a certain period of time. Purchasers receive regular
interest payments until they exercise their exchange right.
- --------------------------------------------------------------------------------

                                       7
<PAGE>

A Detailed Look at Equity Appreciation--Institutional Class

common stock of larger companies, in fixed-income securities, or short-term
money market securities. To the extent we adopt such a position and over the
course of its duration, the Fund may not meet its goal of long-term capital
growth.

RISKS

Below we set forth some of the prominent risks associated with investing in
medium-sized companies, as well as investing in general. Although we attempt to
assess the likelihood that these risks may actually occur and to limit them, we
make no guarantee that we will succeed.

Primary Risks

Market Risk. Although individual stocks can outperform their local markets,
deteriorating market conditions might cause an overall weakness in the stock
prices of the entire market.

Stock Selection Risk. A risk that pervades all investing is the risk that the
securities an investor has selected will not perform to expectations. The Fund
follows a disciplined selling process to try to lessen this risk. First, we may
sell a security if one or more of the following conditions take place:

 . There is a material change in the company's fundamentals;

 . The stock underperforms its industry peer group by 15% or more; or

 . The stock price reaches our expectations.

Medium-Sized Company Risk. Medium-sized company stocks tend to experience
steeper price fluctuations--down as well as up--than the stocks of larger
companies. A shortage of reliable information--the same information gap that
creates opportunity--can pose added risk. Industrywide reversals have had a
greater impact on medium-sized companies, since they usually lack a large
company's financial resources. Medium-sized company stocks are typically less
liquid than large company stocks: when things are going poorly for a medium-
sized company, it is harder to find a buyer for a medium-sized companies'
shares.

Foreign Investment Risk. To the extent that the Fund holds companies based
outside the United States, it faces the risks inherent in foreign investing.
Adverse political, economic or social developments could undermine the value of
the Fund's investments or prevent the Fund from realizing their full value.
Financial reporting standards for companies based in foreign

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

Portfolio Turnover. The portfolio turnover rate measures the frequency that the
master portfolio sells and replaces the securities it holds within a given
period. Historically, this Fund has had a high portfolio turnover rate. High
turnover can increase the Fund's transaction costs, thereby lowering its
returns. It may also increase your tax liability.
markets differ from those in the United States. Since the "numbers" themselves
sometimes mean different things, we devote much of our research effort to
understanding and assessing the impact of these differences upon a company's
financial condition. Finally, the currency of the country in which the Fund has
invested could decline relative to the value of the U.S. dollar, which would
depreciate the value of an investment itself to U.S. investors.

Secondary Risk

Pricing Risk. When price quotations for securities are not readily available,
we determine their value by the method that most accurately reflects their
current worth in the judgment of the Board of Trustees. This procedure implies
an unavoidable risk, the risk that our prices are higher or lower than the
prices that the securities might actually command if we sold them. If we have
valued the securities too highly, you may end up paying too much for Fund
shares when you buy. If we underestimate their price, you may not receive the
full market value for your Fund shares when you sell.

MANAGEMENT OF THE FUND

Deutsche Asset Management is the marketing name for the asset management
activities of Deutsche Bank A.G., Deutsche Funds Management, Bankers Trust
Company, DB Alex. Brown LLC, Deutsche Asset Management, Inc., and Deutsche
Asset Management Investment Services Limited.

Board of Trustees. The Fund's shareholders, voting in proportion to the number
of shares each owns, elect a Board of Trustees, and the Trustees supervise all
of the Fund's activities on their behalf.

Investment Adviser. Under the supervision of the Board of Trustees, Bankers
Trust Company, with headquarters at 130 Liberty Street, New York, NY 10006,
acts as the Fund's investment adviser. Bankers Trust is an indirect wholly-
owned subsidiary of Deutsche Bank A.G. As investment adviser, Bankers Trust
makes the Fund's investment decisions. It buys and sells securities for the
Fund and conducts the research that leads to the purchase and sale decisions.
The investment adviser received a fee of 0.65% of the Fund's average daily net
assets for its services in the last fiscal year. The investment adviser
reimbursed a portion of its fee during the period.

As of September 30, 1999, Bankers Trust had total assets under management of
approximately $285 billion. Bankers Trust is dedicated to servicing the needs
of corporations, governments, financial institutions, and private clients and
has invested retirement assets on behalf of the nation's largest corporations
and institutions for more than 50 years. The scope of the firm's
- --------------------------------------------------------------------------------

                                       8
<PAGE>


                    A Detailed Look at Equity Appreciation--Institutional Class

capability is broad: it is a leader in both the active and passive
quantitative investment disciplines and maintains a major presence in stock
and bond markets worldwide.

At a special meeting of shareholders held in 1999, shareholders of the Fund
approved a new investment advisory agreement with Deutsche Asset Management,
Inc. (formerly Morgan Grenfell Inc.). The new investment advisory agreement
with may be implemented within two years of the date of the special meeting
upon approval of a majority of the members of the Board of Trustees who are
not "interested persons," generally referred to as independent trustees.
Shareholders of the Fund also approved a new sub-investment advisory agreement
among the Trust, Deutsche Asset Management, Inc. and Bankers Trust under which
Bankers Trust may perform certain of Deutsche Asset Management, Inc.'s
responsibilities, at Deutsche Asset Management, Inc.'s expense, upon approval
of the independent trustees, within two years of the date of the special
meeting. Under the new investment advisory agreement and new sub-advisory
agreement, the compensation paid and the services provided would be the same
as those under the existing advisory agreement with Bankers Trust.

Deutsche Asset Management, Inc. is located at 885 Third Avenue, 32nd Floor,
New York, New York 10022. The firm provides a full range of investment
advisory services to institutional clients. It serves as investment adviser to
11 other investment companies and as sub-adviser to five other investment
companies.

On March 11, 1999, Bankers Trust announced that it had reached an agreement
with the United States Attorney's Office in the Southern District of New York
to resolve an investigation concerning inappropriate transfers of unclaimed
funds and related record-keeping problems that occurred between 1994 and early
1996. Bankers Trust pleaded guilty to misstating entries in the bank's books
and records and agreed to pay a $63.5 million fine to state and federal
authorities. On July 26, 1999, the federal criminal proceedings were concluded
with Bankers Trust's formal sentencing. The events leading up to the guilty
pleas did not arise out of the investment advisory or mutual fund management
activities of Bankers Trust or its affiliates.

As a result of the plea, absent an order from the SEC, Bankers Trust would not
be able to continue to provide investment advisory services to the Fund. The
SEC has granted a temporary order to permit Bankers Trust and its affiliates
to continue to provide investment advisory services to registered investment
companies. There is no assurance that the SEC will grant a permanent order.

Portfolio Manager. The following portfolio manager is responsible for the day-
to-day management of the Fund's investments:

Mary P. Dugan, CFA

 . Portfolio Manager of the Fund since 1999.

 . Portfolio Manager in the investment adviser's small cap group from 1994 to
  1999.

 . Securities Analyst at Fred Alger Management from 1992 to 1994 and at Dean
  Witter Reynolds from 1989 to 1992.

 . BA from the University of Rochester and MBA from New York University's Stern
  School of Business.

Other Services. Bankers Trust provides administrative services-such as
portfolio accounting, legal services and others--for the Fund. In addition,
Bankers Trust--or your service agent--performs the functions necessary to
establish and maintain your account. In addition to setting up the account and
processing your purchase and sale orders, these functions include:

 . keeping accurate, up-to-date records for your individual Fund account;

 . implementing any changes you wish to make in your account information;

 . processing your requests for cash dividends and distributions from the Fund;

 . answering your questions on the Fund's investment performance or
  administration;

 . sending proxy reports and updated prospectus information to you; and

 . collecting your executed proxies.

Service agents include brokers, financial advisors or any other bank, dealer
or other institution that has a sub-shareholder servicing agreement with
Bankers Trust. Service agents may charge additional fees to investors only for
those services not otherwise included in the Bankers Trust servicing
agreement, such as cash management, or special trust or retirement-investment
reporting.
- -------------------------------------------------------------------------------

                                       9
<PAGE>


A Detailed Look at Equity Appreciation--Institutional Class


CALCULATING THE FUND'S SHARE PRICE

We calculate the daily price of the Fund's shares (also known as the "Net Asset
Value" or "NAV") in accordance with the standard formula for valuing mutual
fund shares at the close of regular trading on the New York Stock Exchange
every day the Exchange is open for business.

The formula calls for deducting all of the Fund's liabilities from the total
value of its assets--the market value of the securities it holds, plus its cash
reserves--and dividing the result by the number of shares outstanding. (Note
that prices for securities that trade on foreign exchanges can change
significantly on days when the New York Stock Exchange is closed and you cannot
buy or sell Funds. Such price changes in the securities the Fund owns may
ultimately affect the price of Fund shares the next time the NAV is
calculated.)

We value the securities in the Fund at their stated market value if price
quotations are available. When price quotes for a particular security are not
readily available, we determine their value by the method that most accurately
reflects their current worth in the judgment of the Board of Trustees. You can
find the Fund's daily share price in the mutual fund listings of most major
newspapers.

PERFORMANCE INFORMATION

The Fund's performance can be used in advertisements that appear in various
publications. It may be compared to the performance of various indexes and
investments for which reliable performance data is available. The Fund's
performance may also be compared to averages, performance rankings, or other
information prepared by recognized mutual fund statistical services.

DIVIDENDS AND DISTRIBUTIONS

Dividends and capital gains distributions, if any, are paid annually. We
automatically reinvest all dividends and any capital gains, unless you tell us
otherwise.

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

The Exchange is open every week, Monday through Friday, except when the
following holidays are celebrated: New Year's Day, Martin Luther King, Jr. Day
(the third Monday in January), Presidents' Day (the third Monday in February),
Good Friday, Memorial Day (the last Monday in May), Independence Day (July
4th), Labor Day (the first Monday in September), Thanksgiving Day (the fourth
Thursday in November) and Christmas Day.

TAX CONSIDERATIONS

The Fund does not ordinarily pay income taxes. You and other shareholders pay
taxes on the income or capital gains from the Fund's holdings. Your taxes will
vary from year to year, based on the amount of capital gains distributions and
dividends paid out by the Fund. You owe the taxes whether you receive cash or
choose to have distributions and dividends reinvested. Distributions and
dividends usually create the following tax liability:

<TABLE>
<CAPTION>
  <S>           <C>
  Transaction   Tax Status
</TABLE>
<TABLE>
  <S>                  <C>
  Income dividends     Ordinary income
 -------------------------------------
  Short-term capital   Ordinary income
  gains distributions
 -------------------------------------
  Long-term capital    Capital gains
  gains distributions
 -------------------------------------
</TABLE>

Every year the Fund will send you information on the distributions for the
previous year. In addition, if you sell your Fund shares you may have a capital
gain or loss.

<TABLE>
<CAPTION>
<S>             <C>
  Transaction   Tax Status
</TABLE>
<TABLE>
  <S>                    <C>
  Your sale of shares    Capital gains or losses
  owned more than one year
 -------------------------------------------------
  Your sale of shares    Gains treated as ordinary
  owned for one year or  income, losses subject to
  less                   special rules.
 -------------------------------------------------
</TABLE>

The tax considerations for tax deferred accounts or non-taxable entities will
be different.

Because each investor's tax circumstances are unique and because the tax laws
are subject to change, we recommend that you consult your tax advisor about
your investment.
- --------------------------------------------------------------------------------

                                       10
<PAGE>

                    A Detailed Look at Equity Appreciation--Institutional Class


BUYING AND SELLING FUND SHARES

Contacting the Mutual Fund Service Center of
Deutsche Asset Management

<TABLE>
<S>              <C>
By phone         1-800-368-4031
By mail          Service Center
                 P.O. Box 219210
                 Kansas City, MO 64141-9210
By overnight     Service Center
 mail            210 West 10th Street, 8th floor
                 Kansas City, MO 64105-1716
</TABLE>

Our representatives are available to assist you personally Monday through
Friday, 9:00 a.m. to 7:00 p.m., Eastern time each day the New York Stock
Exchange is open for business. You can reach the Service Center's automated
assistance line 24 hours a day, 7 days a week.

Minimum Account Investments

<TABLE>
<S>                      <C>
To open an account       $250,000
To add to an account     $ 25,000
Minimum account balance  $ 50,000
</TABLE>

The Fund and its service providers reserve the right to, from time to time and
in their discretion, waive or reduce the investment minimum.

How to Open Your Fund Account

<TABLE>
<S>      <C>
By mail  Complete and sign the account
         application that accompanies this
         prospectus. (You may obtain
         additional applications by calling
         the Service Center.) Mail the
         completed application along with a
         check payable to Equity Fund
         Appreciation--477.
By wire  Call the Service Center to set up
         a
         wire account.
</TABLE>

Please note that your account cannot become activated until we receive a
completed application via mail or fax.

Two Ways to Buy and Sell Shares in Your Account

MAIL:

Buying: Send your check, payable to "Equity Appreciation-- 477," to the
Service Center. The addresses are shown above under "Contacting the Mutual
Fund Service Center of Deutsche Asset Management." Be sure to include the fund
number and your account number (see your account statement) on your check.
Please note that we cannot accept starter checks or third-party checks. If you
are investing in more than one fund, make your check payable to "Deutsche
Asset Management (Mutual Funds)," include your account number and the names
and numbers of the funds you have selected, and the dollar amount or
percentage you would like invested in each Fund.

Selling: Send a signed letter to the Service Center with your name, your fund
number and account number, the fund's name, and either the number of shares
you wish to sell or the dollar amount you wish to receive. You must leave at
least $50,000 worth of shares in your account to keep it open. Unless
exchanging into another Deutsche Asset Management mutual fund, you must submit
a written authorization to sell shares in a retirement account.

WIRE:

Buying: You may only buy shares by wire if your account is authorized to do
so. Please note that you or your service agent must call the Service Center at
1-800-368-4031 to notify us in advance of a wire transfer purchase. Inform the
Service Center representative of the amount of your purchase and receive a
trade confirmation number. Instruct your bank to send payment by wire using
the wire instructions noted below. All wires must be received by 4:00 p.m.
Eastern time the next business day.

<TABLE>
<S>          <C>
Routing No:  021001033
Attn:        Deutsche Asset Management/
             Mutual Funds
DDA no:      00-226-296
FBO:         (Account name)
             (Account number)
Credit:      Equity Appreciation--477
</TABLE>

Refer to your account statement for the account name and number.

Selling: You may sell shares by wire only if your account is authorized to do
so. For your protection, you may not change the destination bank account over
the phone. To sell by wire, contact your service agent or the Service Center
at 1-800-368-4031. Inform the Service Center representative of the amount of
your redemption and receive a trade confirmation number. The minimum
redemption by wire is $1,000. We must receive your order by 4:00 p.m. Eastern
time to wire your account the next business day.
- -------------------------------------------------------------------------------

                                      11
<PAGE>


A Detailed Look at Equity Appreciation--Institutional Class


Important Information about Buying and Selling Shares

 . You may buy and sell shares of a fund through authorized service agents as
  well as directly from us. The same terms and conditions apply. Specifically,
  once you place your order with a service agent, it is considered received by
  the Service Center. It is then your service agent's responsibility to
  transmit the order to the Service Center by the next business day. You should
  contact your service agent if you have a dispute as to when your order was
  placed with the fund.

 . You may place orders to buy and sell over the phone by calling your service
  agent or the Service Center at 1-800-368-4031. If you pay for shares by check
  and the check fails to clear, or if you order shares by phone and fail to pay
  for them by 4:00 p.m. Eastern time the next business day, we have the right
  to cancel your order, hold you liable or charge you or your account for any
  losses or fees a fund or its agents have incurred. To sell shares, you must
  state whether you would like to receive the proceeds by wire or check.

 . After we or your service agent receives your order, we buy or sell your
  shares at the next price calculated on a day the New York Stock Exchange is
  open for business.

 . We accept payment for shares only in U.S. dollars by check, bank or Federal
  Funds wire transfer, or by electronic bank transfer. Please note that we
  cannot accept starter checks or third-party checks.

 . The payment of redemption proceeds (including exchanges) for shares of a fund
  recently purchased by check may be delayed for up to 15 calendar days while
  we wait for your check to clear.

 . We process all sales orders free of charge.

 . Unless otherwise instructed, we normally mail a check for the proceeds from
  the sale of your shares to your account address the next business day and no
  later than seven days.

 . We reserve the right to close your account on 30 days' notice if it fails to
  meet minimum balance requirements for any reason other than a change in
  market value.

 . If you sell shares by mail or wire, you may be required to obtain a signature
  guarantee. Please contact your service agent or the Service Center for more
  information.

 . We remit proceeds from the sale of shares in U.S. dollars (unless the
  redemption is so large it is made "in-kind").

 . We do not issue share certificates.

 . Selling shares of trust accounts and business or organization accounts may
  require additional documentation. Please contact your service agent or the
  Service Center for more information.

 . During periods of heavy market activity, you may have trouble reaching the
  Service Center by telephone. If this occurs, you should make your request by
  mail.

 . We reserve the right to reject purchases of Fund shares (including exchanges)
  for any reason. We will reject purchases if we conclude that the purchaser
  may be investing only for the short-term or for the purpose of profiting from
  day to day fluctuations in the Fund's share price.

 . We reserve the right to reject purchases of Fund shares (including exchanges)
  or to suspend or postpone redemptions at times when both the New York Stock
  Exchange and the Fund's custodian are closed

 . Account Statements and Fund Reports: We or your service agent will furnish
  you with a written confirmation of every transaction that affects your
  account balance. You will also receive monthly statements reflecting the
  balances in your account. We will send you a report every six months on your
  fund's overall performance, its current holdings and its investing
  strategies.

Exchange Privilege

You can exchange all or part of your shares for shares of another Deutsche
Asset Management mutual fund up to four times a year (from the date of the
first exchange). When you exchange shares, you are selling shares in one fund
to purchase shares in another. Before buying shares through an exchange, you
should be sure to get a copy of that fund's prospectus and read it carefully.
You may only order exchanges over the phone if your account is authorized to do
so.

Please note the following conditions:

 . The accounts between which the exchange is taking place must have the same
  name, address and taxpayer ID number.

 . You may make the exchange by phone, letter or wire, if your account has the
  exchange by phone feature.

 . If you are maintaining a taxable account, you may have to pay taxes on the
  exchange.

 . You will receive a written confirmation of each transaction from the Service
  Center or your service agent.
- --------------------------------------------------------------------------------

                                       12
<PAGE>

                    A Detailed Look at Equity Appreciation--Institutional Class

The table below provides a picture of the Fund's financial performance for the
past five years. The information selected reflects financial results for a
single Fund share. The total returns in the table represent the rate of return
that an investor would have earned on an investment in the Fund (assuming
reinvestment of all interest income and distributions). This information has
been audited by PricewaterhouseCoopers LLP whose report, along with the Fund's
financial statements, is included in the Fund's annual report. The annual
report is available free of charge by calling the Service Center at 1-800-730-
1313.
 Financial Highlights

<TABLE>
<CAPTION>
                                                                          For the
                                                                          period
                                                                        January 1,     For the year
                          For the year ended September 30,             1995 through       ended
                           1999       1998       1997       1996       September 30,   December 31,
                                                                          1995/1/          1994
<S>                      <C>        <C>        <C>        <C>          <C>             <C>
Per Share Operating
Performance:
Net Asset Value,
Beginning of Period        $13.98     $16.70     $15.23     $14.14         $10.14          $9.80
 ---------------------------------------------------------------------------------------------------
Income From Investment
Operations
Expenses in Excess of
Income                      (0.06)     (0.07)     (0.06)     (0.05)         (0.02)         (0.03)
 ---------------------------------------------------------------------------------------------------
Net Realized and
Unrealized Gain (Loss)
on Investments
Transactions                 6.25      (1.68)      2.31       1.72           4.02           0.37
 ---------------------------------------------------------------------------------------------------
Total from Investment
Operations                   6.19      (1.75)      2.25       1.67           4.00           0.34
 ---------------------------------------------------------------------------------------------------
Distributions to
Shareholders
Net Realized Gains          (0.06)     (0.97)     (0.78)     (0.58)           --             --
 ---------------------------------------------------------------------------------------------------
Net Asset Value, End of
Period                     $20.11     $13.98     $16.70     $15.23         $14.14         $10.14
 ---------------------------------------------------------------------------------------------------
Total Investment Return     44.33%    (10.68)%    15.82%     12.45%         39.45%          3.47%
 ---------------------------------------------------------------------------------------------------
Supplemental Data and
Ratios:
Net Assets, End of
Period (000s omitted)    $171,709   $122,077   $170,008   $157,568        $92,033        $29,973
 ---------------------------------------------------------------------------------------------------
Ratios to Average Net
Assets:
Expenses in Excess of
Income                      (0.31)%    (0.36)%    (0.39)%    (0.42)%        (0.38)%/2/     (0.32)%
 ---------------------------------------------------------------------------------------------------
Expenses                     1.00%      1.00%      1.00%      1.00%          1.00%/2/       1.00%
 ---------------------------------------------------------------------------------------------------
Decrease Reflected in
Above Expense Ratio Due
to Fees Waived/Expenses
Reimbursed by Bankers
Trust                        0.20%      0.20%      0.20%      0.24%          0.33%/2/       0.46%
 ---------------------------------------------------------------------------------------------------
Portfolio Turnover
Rate/3/                       165%       159%       188%       271%/4/        125%/4/        157%/4/
 ---------------------------------------------------------------------------------------------------
</TABLE>
 /1/The Board of Trustees approved the change of the Fund's year end from De-
   cember 31 to September 30.

 /2/Annualized.
 /3/The portfolio turnover rate is the rate for the master portfolio in which
   the Fund invests all its assets.
 /4/Amounts were previously included in the Capital Appreciation Fund Financial
   Highlights.
- -------------------------------------------------------------------------------

                                      13
<PAGE>

                       This page left intentionally blank


<PAGE>

                       This page left intentionally blank


<PAGE>



Additional information about the Fund's investments and performance is
available in the Fund's annual and semi-annual reports to shareholders. In
the Fund's annual report, you will find a discussion of the market
conditions and investment strategies that significantly affected the Fund's
performance during its last fiscal year.

You can find more detailed information about the Fund in the current
Statement of Additional Information, dated January 31, 2000, which we have
filed electronically with the Securities and Exchange Commission (SEC) and
which is incorporated by reference. To receive your free copy of the
Statement of Additional Information, the annual or semi-annual report, or
if you have questions about investing in the Fund, write to us at:

                    Service Center
                    P.O. Box 219210
                    Kansas City, MO 64121-9210
or call our toll-free number at 1-800-730-1313

You can find reports and other information about each Fund on the EDGAR
Database on the SEC's website (http://www.sec.gov), or you can get copies
of this information, after payment of a duplicating fee, by electronic
request at [email protected] or by writing to the Public Reference Section
of the SEC, Washington, D.C. 20549-0102. Information about each Fund,
including its Statement of Additional Information, can be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. For
information on the Public Reference Room, call the SEC at 202-942-8090.

Equity Appreciation--Institutional Class
BT Pyramid Mutual Funds

Distributed by:
ICC Distributors, Inc.                                          CUSIP
Two Portland Square                                             #055922751
Portland, ME 04101                                              477PRO (1/00)
                                                                811-6576

<PAGE>

                                           DEUTSCHE ASSET MANAGEMENT


Mutual Fund
Prospectus
January 31, 2000
Investment Class




PreservationPlus
formerly BT PreservationPlus Fund -- Service Class
<TABLE>
<CAPTION>
<S>                                                                                     <C>
The Fund is designed exclusively for participant-directed employee benefit plans.




[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                                   A Member of the
contrary is a criminal offense.]                                                         DEUTSCHE BANK GROUP

</TABLE>


<PAGE>

Overview
- --------------------------------------------------------------------------------
of PreservationPlus

Goal: The Fund seeks a high level of current income while seeking to maintain a
stable value per share.
Core Strategy: The Fund invests primarily in fixed income securities. The Fund
also enters into contracts with financial institutions that are designed to
stabilize the Fund's share value.

INVESTMENT POLICIES AND STRATEGIES
The Fund invests all of its assets in a master portfolio with the same goal as
the Fund. The Fund, through the master portfolio, seeks to achieve that goal by
investing in fixed income securities of varying maturities, money market
instruments and futures and options. The Fund attempts to maintain a stable
share value by entering into contracts, called Wrapper Agreements, with
financial institutions, such as insurance companies and banks.

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

PreservationPlus

Overview of PreservationPlus

<TABLE>
<S>                                                                          <C>
Goal........................................................................   3
Core Strategy...............................................................   3
Investment Policies and Strategies..........................................   3
Principal Risks of Investing in the Fund....................................   4
Who Should Consider Investing in the Fund...................................   4
Total Returns, After Fees and Expenses......................................   5
Annual Fund Operating Expenses..............................................   6
</TABLE>

A Detailed Look at PreservationPlus

<TABLE>
<S>                                                                          <C>
Objective...................................................................   7
Strategy....................................................................   7
Principal Investments.......................................................   7
Investment Process..........................................................   8
Risks.......................................................................   9
Management of the Fund......................................................  10
Calculating the Fund's Share Price..........................................  11
Dividends and Distributions.................................................  11
Tax Considerations..........................................................  12
Buying and Selling Fund Shares..............................................  12
Financial Highlights........................................................  14
</TABLE>
- --------------------------------------------------------------------------------

                                       3
<PAGE>

Overview of PreservationPlus

PRINCIPAL RISKS OF INVESTING IN THE FUND

Although the Fund seeks to preserve a stable share value, there are risks
associated with fixed income investing. For example, the value of fixed income
securities could fluctuate or fall if:

 . There is a sharp rise in interest rates.
 . An issuer's creditworthiness declines.
 . Changes in interest rates or economic downturns have a negative effect on
  issuers in the financial services industry.

The Fund attempts to offset these risks by purchasing Wrapper Agreements. The
use of Wrapper Agreements has its own risks, including:

 . The possibility of default by a financial institution providing a Wrapper
  Agreement ("Wrapper Provider").
 . The inability of the Fund to obtain Wrapper Agreements covering the Fund's
  assets.

The Fund is also subject to the risk that we incorrectly judge the potential
risks and rewards of investing in derivatives.

WHO SHOULD CONSIDER INVESTING IN THE FUND

You should consider investing in the Fund if you are seeking current income
higher than money market mutual funds over most time periods and to preserve
the value of your investment. The Fund is offered as an alternative to short-
term bond funds and as a comparable investment to stable value or guaranteed
investment contract options offered in employee benefit plans.

PreservationPlus offers shares only to participant-directed employee benefit
plans. Sales are made: 1) directly or 2) indirectly through vehicles like
insurance company separate accounts or bank collective funds. Plans investing
in the Fund are required to impose certain restrictions on their participants'
ability to exchange shares of the Fund. Benefit plans investing in the Fund
must limit their participants' ability to direct a withdrawal from the Fund to
the following circumstances:

 . upon the plan participant's death, retirement, disability or termination;
 . to fund plan participant loans and other "in service" withdrawals made
  pursuant to the terms of the plan; and
 . for transfers to other plan investment options that are not competing 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.

You should not consider investing in PreservationPlus if you seek capital
growth. Although it provides a convenient means of diversifying short-term
investments, the Fund by itself does not constitute a balanced investment
program.

An investment in PreservationPlus is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the Fund seeks to preserve a stable share value, it is
possible to lose money by investing in the Fund.
- --------------------------------------------------------------------------------

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.
- --------------------------------------------------------------------------------

                                       4
<PAGE>

                                                    Overview of PreservationPlus

TOTAL RETURNS, AFTER FEES AND EXPENSES

The bar chart and table on this page can help you evaluate the potential risks
and rewards of investing in the Investment Class shares of the Fund. The bar
chart shows the Investment Class' actual return for each full calendar year
since it began selling those shares on September 23, 1998 (its inception date).
The table compares the Investment Class' average annual return with the Lehman
1-3 Year Government/Corporate Total Return Index, the IBC First Tier Retail
Money Market Universe, and the Wrapped Lehman Intermediate Aggregate Index,
over the last year and since the Fund's inception. An index is a group of
securities whose overall performance is used as a standard to measure
investment performance. It does not factor in the costs of buying, selling and
holding securities--costs that are reflected in the Fund's results.

As of December 31, 1999, the Fund's 30-day yield was 5.32%.
- --------------------------------------------------------------------------------

The Lehman 1-3 Year Government/Corporate Total Return Index is a widely
accepted benchmark of short-term fixed income securities. It is a total return
index consisting of all U.S. Government agency securities, U.S. Government
Treasury securities and all investment grade corporate debt securities with
maturities of one to three years. The Wrapped Lehman Intermediate Aggregate
Index is a custom benchmark representing investment in a portfolio consisting
of the Lehman Intermediate Aggregate Index and a book value wrapper agreement,
at an assumed expense level of 0.15%. The Wrapped Lehman Index more closely
reflects the market sector in which the Fund invests than the other Lehman
index.

The 30-day yield is a measure of the income generated by the Fund over a
thirty-day period. This amount is then annualized, which means that we assume
the Fund generates the same income every month for a year. The "total return"
of the Fund is the change in the value of an investment in the Fund over a
given period. Average annual returns are calculated by averaging the year-by-
year returns of the Fund over a given period.

Year-by-Year Returns
(each full calendar year since inception)

                             [CHART APPEARS HERE]

                                1999     5.24%

Since inception, the Investment Class' highest return in any calendar quarter
was 1.34% (fourth quarter 1998) and its lowest quarterly return was 1.26%
(second quarter 1999). Past performance offers no indication of how the Fund
will perform in the future.

 PERFORMANCE FOR THE PERIOD ENDED 12/31/99

<TABLE>
<CAPTION>
                          Average Annual Returns
                          1 Year                Since
                                            Inception
                                       (September 23,
                                                1998)
  <S>                    <C>          <C>
  PreservationPlus -
   Investment Class            5.24%            5.29%
 ----------------------------------------------------
  Lehman 1-3 Year
  Government/
  Corporate
  Total Return Index/1/        3.15%            3.17%
 ----------------------------------------------------
  IBC First Tier Retail
  Money
  Market Universe/2/           4.58%            4.60%
 ----------------------------------------------------
  Wrapped Lehman
  Intermediate
  Aggregate Index              5.40%            5.37%
 ----------------------------------------------------
</TABLE>

 /1/ The Lehman 1-3 Year
 Government/Corporate Total Return
 Index and IBC First Tier Retail Money
 Market Universe Average are
 calculated from September 30, 1998.
 /2/ Unweighted average return, net of
 fees and expenses, of all money mar-
 ket mutual funds that invested in
 non-Government securities, that are
 restricted to those money market in-
 struments rated first tier (the top
 rating) by two or more nationally
 recognized statistical rating organi-
 zations.
- --------------------------------------------------------------------------------

                                       5
<PAGE>

Overview of PreservationPlus

ANNUAL FUND OPERATING EXPENSES

The Shareholder Fees and Annual Fees and Expenses tables to the right describe
the fees and expenses that you may pay if you buy and hold shares of the
PreservationPlus--Investment Class.

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 of 2%
of the amount redeemed payable to the Fund.

Investment Class shares are subject to shareholder servicing fees in the
maximum amount of 0.25% 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 investor/shareholder's
inquiries regarding the Fund and/or its classes, providing periodic statements
showing the investor/shareholder'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 executed proxies and obtaining
such other information and performing such other services as may reasonably be
required.

Expense Example. This example illustrates the expenses you would have incurred
on a $10,000 investment in the Fund. It assumes that the Fund earned an annual
return of 5% over the periods shown, that the Fund's operating expenses
remained the same, and that you sold your shares at the end of the period. The
expense example does not include a redemption fee.

You may use this hypothetical example to compare the Fund's expense history
with other funds./1/ Your actual costs may be higher or lower.

 SHAREHOLDER FEES
 (fees paid directly from your investment)

<TABLE>
  <S>                                    <C>
  Maximum Sales Charge Imposed on
   Purchases                             None
 --------------------------------------------
  Maximum Sales Charge on Reinvested
   Dividends                             None
 --------------------------------------------
  Maximum Redemption Fee (as a
  percentage of amount redeemed, as
  applicable)                            2.0%
 --------------------------------------------
</TABLE>

 ANNUAL FEES AND EXPENSES
 (expenses paid from fund assets)

<TABLE>
<CAPTION>
                           Percentage of average
                             daily net assets/1/
  <S>                      <C>
  Management Fees                          0.35%
 --------------------------------------------------
  Distribution and
   Service (12b-1) Fees                     None
 --------------------------------------------------
  Other Fund Operating
   Expenses                                0.83%/2/
 --------------------------------------------------
  Total Fund Operating
   Expenses                                1.18%
 --------------------------------------------------
  Less: Fee Waiver or
   Expense Reimbursements                  0.53%/3/
 --------------------------------------------------
  Net Expenses                             0.65%
 --------------------------------------------------
</TABLE>

 Expense Example/4/

<TABLE>
<CAPTION>
     1 Year                 3 Year                             5 Year                             10 Year
     <S>                    <C>                                <C>                                <C>
      $66                    $322                               $622                              $1,475
 ---------------------------------------------------------------
</TABLE>

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

/1/ Information on the annual operating expenses reflects the expenses of both
the Fund and the PreservationPlus Portfolio, the master portfolio into which
PreservationPlus invests all of its assets. (A further discussion of the
relationship between the Fund and the master portfolio appears in the
"Orgazitional Structure" section of this prospectus.)

/2/ "Other Expenses" include the annual premium rate the Fund paid for Wrapper
Agreements and a shareholder servicing fee of 0.25%.

/3/ The investment adviser and administrator have agreed, for the 16-month
period from the Fund's fiscal year end of September 30, 1999, to waive their
fees and reimbursement expenses so that total expenses will not exceed 0.65%.

/4/ For the first 16 months, the expense example takes into account fee waivers
and reimbursements.
- --------------------------------------------------------------------------------

                                       6
<PAGE>

A detailed look
- --------------------------------------------------------------------------------
at PreservationPlus

OBJECTIVE

PreservationPlus seeks a high level of current income while seeking to maintain
a stable value per share.

The Fund invests for current income; capital appreciation is not a goal of the
Fund. While we give priority to earning income and maintaining the value of the
Fund's principal, we cannot offer any assurance of achieving this goal.

STRATEGY

The Fund seeks current income that is higher than that of money market funds by
investing in fixed income securities with varying maturities and maintaining an
average portfolio duration of 2.5 to 4.5 years. In addition, the Fund enters
into Wrapper Agreements designed to stabilize the Fund's share value. Wrapper
Agreements are provided by financial institutions, such as insurance companies
and banks.

PRINCIPAL INVESTMENTS

Fixed Income Securities. The Fund invests at least 65% of its net assets in
fixed income securities including:

 . U.S. government securities that are issued or guaranteed by the U.S.
  Treasury, or by agencies or instrumentalities of the U.S. Government.

 . U.S. dollar-denominated securities issued by domestic or foreign
  corporations, foreign governments or supranational entities.

 . U.S. dollar-denominated asset-backed securities issued by domestic or foreign
  entities.

 . Mortgage pass-through securities issued by governmental and non-governmental
  issuers.

 . Collateralized mortgage obligations and real estate mortgage investment
  conduits.

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

Duration measures the sensitivity of bond prices to changes in interest rates.
The longer the duration of a bond, the longer it will take to repay the
principal and interest obligations and the more sensitive it is to changes in
interest rates. Investors in longer-duration bonds face more risk as interest
rates rise--but also are more likely to receive more income from their
investment to compensate for the risk.

 . Obligations issued or guaranteed, or backed by securities issued or
  guaranteed, by the U.S. government, or any of its agencies or
  instrumentalities, including CATS, TIGRs, TRs and zero coupon securities,
  which are securities consisting of either the principal component or the
  interest component of a U.S. Treasury bond.

We employ the following policies to attempt to reduce the risks involved in
investing in fixed income securities:

 . We allocate assets among a diversified group of issuers.

 . We primarily invest in fixed income securities that are rated, at the time of
  purchase, within the top three rating categories as rated by Moody's
  Investors Service, Inc., Standard & Poor's Ratings Service or Duff & Phelps
  Credit Rating Co., another nationally recognized statistical rating
  organization, or, if unrated, are determined by us to be of comparable
  quality.

 . We target an average portfolio duration of 2.5 to 4.5 years by investing in
  fixed income securities with short- to intermediate-term maturities.
  Generally, rates of short-term investments fluctuate less than longer-term
  investments.

Wrapper Agreements. The Fund enters into Wrapper Agreements with insurance
companies, banks and other financial institutions. Unlike traditional fixed
income portfolios, the Fund's purchases of Wrapper Agreements should offset
substantially the price fluctuations typically associated with fixed income
securities. In using Wrapper Agreements, the Fund seeks to eliminate the effect
of any gains or losses on its value per share. Wrapper Agreements obligate the
Wrapper Provider to maintain the book value of the Covered Assets up to
specified amounts, under certain circumstances. In general, if the Fund sells
securities to meet shareholder redemptions and the market value (plus accrued
interest) of those securities is less than their book value, the Wrapper
Provider must pay the difference to the Fund. On the other hand, if the Fund
sells securities and the market value (plus accrued interest) is more than the
book value, the Fund must pay the difference to the Wrapper Provider. The
circumstances under which payments
- --------------------------------------------------------------------------------

Maturity measures the time remaining until an issuer must repay a bond's
principal in full.

Book value of the Covered Assets is their purchase price, plus interest (as
specified in the Wrapper Agreement), less an adjustment to reflect any
defaulted securities.
- --------------------------------------------------------------------------------

                                       7
<PAGE>

A Detailed Look at PreservationPlus

are made and the timing of payments between the Fund and the Wrapper Provider
vary. More than one Wrapper Provider provides coverage with respect to the same
securities and pays, when applicable, based on the pro rata portion of the
Fund's assets that it covers.

The Crediting Rate:

 . Is the actual interest earned on the Covered Assets based on the formula
  stated in the Wrapper Agreements and is generally adjusted monthly for price
  movements in the Covered Assets and amounts payable to or receivable from the
  Wrapper Provider; and

 . Is a significant component of the Fund's yield.

We employ the following policies to attempt to reduce the risks involved in
using Wrapper Agreements:

 . We purchase Wrapper Agreements from multiple issuers, each of which has
  received a high quality rating from Moody's or Standard & Poor's.

 . We monitor, on a continual basis, the financial well being of the issuers of
  the securities in which the Fund invests and the Wrapper Providers providing
  Wrapper Agreements to the Fund.

Generally, unless the Wrapper Agreement requires the sale of a security that
has been downgraded below a specified rating, the Fund is not required to
dispose of any security or Wrapper Agreement whose issuer's rating has been
downgraded.

Short-Term Investments. The Fund will also invest in short-term investments,
including money market mutual funds, to meet shareholder withdrawals and other
liquidity needs. These short-term investments, such as commercial paper and
certificates of deposit, will be rated, at the time of purchase, within one of
the top two short-term rating categories by a nationally recognized statistical
rating organization, or if unrated, are determined by us to be of similar
quality.

Derivative Instruments. The Fund may invest in various instruments commonly
known as "derivatives" to increase its exposure to certain groups of
securities. The derivatives that the Fund may use include futures contracts,
options on futures
- --------------------------------------------------------------------------------

A high quality rating means a security is rated within the top two long-term
ratings categories by a nationally recognized statistical rating organization.

Futures contracts, options on futures contracts and forward contracts are
commonly used for traditional hedging purposes to attempt to protect an
investor from the risks of 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.
contracts and forward contracts. The Fund may use
derivatives to keep cash on hand to meet shareholder redemptions, as a hedging
strategy to maintain a specific portfolio duration, or to protect against
market risk.

Other Investments. The Fund may also invest in and utilize the following
investments and investment techniques and practices: Rule 144A securities, to
be announced (TBA) securities, when-issued and delayed delivery securities,
repurchase agreements, reverse repurchase agreements and dollar rolls.

INVESTMENT PROCESS

The Fund's investment strategy emphasizes a diversified exposure to higher
yielding mortgage, corporate and asset-backed sectors of the investment grade
fixed income markets. These "spread" sectors have historically offered higher
returns than U.S. government securities. The investment process focuses on a
top-down approach, first focused on the sector allocations, then using relative
value analysis to select the best securities within each sector. To select
securities, we analyze such factors as credit quality, interest rate
sensitivity and spread relationships between individual bonds.

The Fund also purchases Wrapper Agreements, which seek to offset price
fluctuations of the fixed income securities and, as a result, provide a stable
value per share for the Fund. A primary emphasis is placed on assessing the
credit quality of financial institutions that may provide a Wrapper Agreement
to the Fund. We perform proprietary credit analysis on a large universe of
issuers. We actively manage the negotiation and maintenance of these Wrapper
Agreements.

Temporary Defensive Position. We may from time to time adopt a temporary
defensive position in response to extraordinary adverse political, economic or
market events. We may invest up to 100% of the Fund's assets in short-term
obligations within one of the top two investment ratings, if the situation
warranted. These short-term obligations may not be covered by a Wrapper
Agreement. To the extent we might adopt such a position and over the course of
its duration, the Fund may not meet its goal of a high level of current income
or a stable net asset value.
- --------------------------------------------------------------------------------

Portfolio Turnover. The portfolio turnover rate measures the frequency that the
master portfolio sells and replaces the securities it holds within a given
period. Historically, this Fund has had a high portfolio turnover rate. High
turnover can increase the Fund's transaction costs, thereby lowering its
returns.
- --------------------------------------------------------------------------------

                                       8
<PAGE>

                                            A Detailed Look at PreservationPlus


RISKS

Below we set forth some of the prominent risks associated with fixed income
investing, the use of Wrapper Agreements, as well as the risks of investing in
general. Although we attempt to assess the likelihood that these risks may
actually occur and to limit them, we make no guarantee that we will succeed.

Primary Risks

Interest Rate Risk. All debt securities face the risk that the securities will
decline in value because of changes in interest rates. Generally, investments
subject to interest rate risk will decrease in value when interest rates rise
(and increase in value when interest rates fall).

Credit Risk. An investor purchasing a fixed income security faces the risk
that the value of the security may decline because the creditworthiness of the
issuer may decline or the issuer may fail to make timely payment of interest
or principal.

Wrapper Agreement Risk. Although the Fund uses Wrapper Agreements to attempt
to maintain a stable value per share, there are risks associated with the use
of Wrapper Agreements, including:

 . A Wrapper Provider could default, which could cause the Fund's share value
  to fluctuate and could result in losses for plan participants who sell their
  shares.

 . The Wrapper Agreements may require the Fund to maintain a certain percentage
  of its assets in short-term investments. This could result in a lower return
  than if the Fund invested those assets in longer-term securities. The Fund
  may elect not to cover a fixed income security with a remaining maturity of
  60 days or less, cash or short-term investments with Wrapper Agreements.

 . The Wrapper Agreements generally do not protect the Fund from loss caused by
  a fixed income security issuer's default on principal or interest payments.

 . The Fund may not be able to obtain Wrapper Agreements to cover all of its
  assets.

 . If a Wrapper Provider is unable to make timely payments, the Fund's Board
  may determine the fair value of that Wrapper Agreement to be less than the
  difference between the book value and the market value, which could cause
  the Fund's net asset value to fluctuate.

 . Compared to investing in a traditional fixed income fund, the Fund trades
  the potential for capital appreciation and some yield for protection from a
  decline in the value of its holdings caused by changes in interest rates.

Market Risk. Although individual securities may outperform their market, the
entire market may decline as a result of rising interest rates, regulatory
developments or deteriorating economic conditions.

Security Selection Risk. While the Fund invests in short- to intermediate-term
securities, which by nature are relatively stable investments, the risk
remains that the securities we have selected will not perform as expected.
This could cause the Fund's returns to lag behind those of money market funds.

Liquidity Risk. Liquidity risk is the risk that a security cannot be sold
quickly at a price that reflects our estimate of its value. Because there is
no active trading market for Wrapper Agreements, the Fund's investments in the
Wrapper Agreements are considered illiquid. In an effort to minimize this
risk, the Fund limits its investments in illiquid securities, including
Wrapper Agreements, to 15% of net assets.

Pricing Risk. When price quotations for securities are not readily available,
we determine their value by the method that most accurately reflects their
current worth in the judgment of the Board of Trustees. If Wrapper Agreements
are not in place, this procedure implies an unavoidable risk, the risk that
our prices are higher or lower than the prices that the securities might
actually command if we sold them. If we have valued the securities too highly,
you may end up paying too much for Fund shares when you buy. If we
underestimate their price, you may not receive the full market value for your
Fund shares when you sell.

According to the procedures adopted by the Board of Trustees, the fair value
of the Wrapper Agreements generally will equal the difference between the book
value and the market value (plus accrued interest) of the Fund's assets. In
determining fair value, the Board will consider the creditworthiness and
ability of a Wrapper Provider to pay amounts due under the Wrapper Agreements.
If the Board of Trustees determines that a Wrapper Agreement should not be
valued this way, the net asset value of the Fund could fluctuate.

Derivative Risk. Derivatives are more volatile and less liquid than
traditional fixed income securities. Risks associated with derivatives
include:

 . the derivative may not fully offset the underlying positions;

 . the derivatives used for risk management may not have the intended effects
  and may result in losses or missed opportunities; and
- -------------------------------------------------------------------------------

                                       9
<PAGE>

A Detailed Look at PreservationPlus


 . the possibility the Fund cannot sell the derivative because of an illiquid
  secondary market.

If the fund invests in futures contracts and options on futures contracts for
non-hedging purposes, the margin and premiums required to make those
investments will not exceed 5% of the Fund's net asset value after taking into
account unrealized profits and losses on the contracts. Futures contracts and
options on futures contracts used for non-hedging purposes involve greater
risks than other investments.

MANAGEMENT OF THE FUND

Deutsche Asset Management is the marketing name for the asset management
activities of Deutsche Bank A.G., Deutsche Funds Management, Bankers Trust
Company, DB Alex. Brown LLC, Deutsche Asset Management, Inc., and Deutsche
Asset Management Investment Services Limited.

Board of Trustees. The Fund's shareholders, voting in proportion to the number
of shares each owns, elect a Board of Trustees, and the Trustees supervise all
of the Fund's activities on their behalf.

Investment Adviser. Under the supervision of the Board of Trustees, Bankers
Trust Company, with headquarters at 130 Liberty Street, New York, NY 10006,
acts as the Fund's investment adviser. Bankers Trust is an indirect wholly-
owned subsidiary of Deutsche Bank A.G. As investment adviser, Bankers Trust
makes the Fund's investment decisions. It buys and sells securities for the
Fund and conducts the research that leads to the purchase and sale decisions.
The investment adviser received a fee of 0.35% of the Fund's average daily net
assets for its services in the last fiscal year.

As of September 30, 1999, Bankers Trust had total assets under management of
approximately $285 billion. Bankers Trust is dedicated to servicing the needs
of corporations, governments, financial institutions, and private clients and
has invested retirement assets on behalf of the nation's largest corporations
and institutions for more than 50 years. The scope of the firm's capability is
broad: it is a leader in both the active and passive quantitative investment
disciplines and maintains a major presence in stock and bond markets worldwide.
As of December 31, 1999, Bankers Trust managed approximately $15 billion in
stable value assets.

At a special meeting of shareholders held in 1999, shareholders of the Fund
approved a new investment advisory agreement with Deutsche Asset Management,
Inc. (formerly Morgan Grenfell Inc.). The new investment advisory agreement may
be implemented within two years of the date of the special meeting upon
approval of a majority of the members of the Board of Trustees who are not
"interested persons," generally referred to as independent trustees.
Shareholders of the Fund also approved a new sub-investment advisory agreement
among the Trust, Deutsche Asset Management, Inc. and Bankers Trust under which
Bankers Trust may perform certain of Deutsche Asset Management, Inc.'s
responsibilities, at Deutsche Asset Management, Inc.'s expense, upon approval
of the independent trustees, within two years of the date of the special
meeting. Under the new investment advisory agreement and new sub-advisory
agreement, the compensation paid and the services provided would be the same as
those under the existing advisory agreement with Bankers Trust.

Deutsche Asset Management, Inc. is located at 885 Third Avenue, 32nd Floor, New
York, New York 10022. The firm provides a full range of investment advisory
services to institutional clients. It serves as investment adviser to 11 other
investment companies and as sub-adviser to five other investment companies.

On March 11, 1999, Bankers Trust announced that it had reached an agreement
with the United States Attorney's Office in the Southern District of New York
to resolve an investigation concerning inappropriate transfers of unclaimed
funds and related record-keeping problems that occurred between 1994 and early
1996. Bankers Trust pleaded guilty to misstating entries in the bank's books
and records and agreed to pay a $63.5 million fine to state and federal
authorities. On July 26, 1999, the federal criminal proceedings were concluded
with Bankers Trust's formal sentencing. The events leading up to the guilty
pleas did not arise out of the investment advisory or mutual fund management
activities of Bankers Trust or its affiliates.

As a result of the plea, absent an order from the SEC, Bankers Trust would not
be able to continue to provide investment advisory services to the Fund. The
SEC has granted a temporary order to permit Bankers Trust and its affiliates to
continue to provide investment advisory services to registered investment
companies. There is no assurance that the SEC will grant a permanent order.

Portfolio Managers. The following portfolio managers are responsible for the
day-to-day management of the master portfolio's investments:

Eric Kirsch, CFA

 . Portfolio Manager of the master portfolio since its inception.

 . Joined the investment adviser in 1980.

 . Head of the Stable Value investment group.
- --------------------------------------------------------------------------------
                                       10
<PAGE>

                                             A Detailed Look at PreservationPlus


Louis R. D'Arienzo

 . Portfolio Manager of the fixed income portion of the master portfolio since
  its inception.

 . Joined the investment adviser in 1981.

 . Portfolio Manager in the Structured Fixed Income investment group.

John D. Axtell

 . Portfolio Manager of the Wrapper Agreements in the master portfolio since its
  inception.

 . Joined the investment adviser in 1990.

 . Portfolio Manager in the Stable Value investment group.

Other Services. Bankers Trust provides administrative services--such as
portfolio accounting, legal services and others--for the Fund. In addition,
Bankers Trust--or your service agent--performs the functions necessary to
establish and maintain your account. In addition to setting up the account and
processing your purchase and sale orders, these functions include:

 . keeping accurate, up-to-date records for your individual Fund account;

 . implementing any changes you wish to make in your account information;

 . processing your requests for cash dividends and distributions from the Fund;

 . answering your questions on the Fund's investment performance or
  administration;

 . sending proxy reports and updated prospectus information to you; and

 . collecting your executed proxies.

Service agents include brokers, financial advisors or any other bank, dealer or
other institution that has a sub-shareholder servicing agreement with Bankers
Trust. Service agents may charge additional fees to investors only for those
services not otherwise included in the Bankers Trust servicing agreement, such
as cash management, or special trust or retirement-investment reporting.

Organizational Structure. The Fund is a "feeder fund" that invests all of its
assets in a "master portfolio," the PreservationPlus Portfolio. The Fund and
the master portfolio have the same investment objective. The master portfolio
is advised by Bankers Trust, an indirect wholly-owned subsidiary of Deutsche
Bank A.G.

The master portfolio may accept investments from other feeder funds. The
feeders bear the master portfolio's expenses in proportion to their assets.
Each feeder can set its own transaction minimums, fund-specific expenses, and
other conditions. This arrangement allows the Fund's Trustees to withdraw the
Fund's assets from the master portfolio if they believe doing so is in the
shareholders' best interests. If the Trustees withdraw the Fund's assets, they
would then consider whether the Fund should hire its own investment adviser,
invest in a different master portfolio or take other action.

CALCULATING THE FUND'S SHARE PRICE

We calculate the daily price of a Fund's shares (also known as the "net asset
value" or "NAV") in accordance with the standard formula for valuing mutual
fund shares at the close of regular trading on the New York Stock Exchange
every day the Exchange is open for business. The formula calls for deducting
all of a Fund's liabilities from the total value of its assets--the market
value of the securities it holds, plus its cash reserves--and dividing the
result by the number of shares outstanding.

We value the securities in the Fund at their stated market value if price
quotations are available. When price quotations for a particular security are
not readily available, we determine their value by the method that most
accurately reflects their current worth in the judgment of the Board of
Trustees. You can find the Fund's daily share price in the mutual fund listings
of most major newspapers.

According to the procedures adopted by the Board of Trustees, the fair value of
the Wrapper Agreements generally will equal the difference between the book
value and the market value (plus accrued interest) of the Fund's assets. In
determining fair value, the Board will consider the creditworthiness and
ability of a Wrapper Provider to pay amounts due under the Wrapper Agreements.

DIVIDENDS AND DISTRIBUTIONS

Income dividends, if any, for the Fund are declared daily and paid monthly. The
Fund reserves the right to include in the daily dividend any short-term capital
gains on securities that it sells. Also, the Fund will normally declare and pay
annually any long-term capital gains as well as any short-term capital gains
that it did not distribute during the year.
- --------------------------------------------------------------------------------
The Exchange is open every week, Monday through Friday, except when the
following holidays are celebrated: New Year's Day, Martin Luther King, Jr. Day
(the third Monday in January), Presidents' Day (the third Monday in February),
Good Friday, Memorial Day (the last Monday in May), Independence Day (July
4th), Labor Day (the first Monday in September), Thanksgiving Day (the fourth
Thursday in November) and Christmas Day.
- --------------------------------------------------------------------------------

                                       11
<PAGE>

A Detailed Look at PreservationPlus

On occasion, the dividends the Fund distributes may differ from the income the
Fund earns. When the Fund's income exceeds the amount distributed to
shareholders, the Fund may make an additional distribution. When an additional
distribution is necessary, the Board of Trustees may declare a reverse stock
split to occur at the same time the additional distribution is made. Making
the additional distribution simultaneously with the reverse stock split will
minimize fluctuations in the net asset value of the Fund's shares.

We automatically reinvest all dividends and capital gains, if any, unless you
elect to receive your distributions in cash.

TAX CONSIDERATIONS

The Fund does not ordinarily pay income taxes. You and other shareholders pay
taxes on the income or capital gains from the Fund's holdings. 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.

Because each participant's tax circumstances are unique and because the tax
laws governing plans are complex and subject to change, we recommend that you
consult your plan administrator, your plan's Summary Plan Description, and/or
your tax advisor about the tax consequences of your participation in your plan
and of any plan contributions or withdrawals.

BUYING AND SELLING FUND SHARES

The Fund does not sell its shares directly to the public. The Fund offers
shares only to certain participant-directed employee benefit plans. These
benefit plans may own the Fund's shares: 1) directly or 2) indirectly through
other investment vehicles such as an insurance company separate account or
bank collective funds, which offer the Fund as an investment option to its
participants.

Benefit plans investing in the Fund must limit their participants' ability to
direct a withdrawal from the Fund to the following circumstances:

 . upon the plan participant's death, retirement, disability or termination;

 . to fund plan participant loans and other "in service" withdrawals made
  pursuant to the terms of the plan; and

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

A reverse stock split reduces the number of total shares the Fund has
outstanding. The market value of the shares will be the same after the stock
split as before the split, but each share will be worth more.

 . for transfers to other plan investment options that are not competing 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.

How To Receive Account Information

 . If you are a plan participant, you should contact your plan administrator or
  the organization that provides record-keeping services for information about
  your account.

 . If you are a plan administrator or fiduciary, you should call 1-800-677-7596
  for information about the plan's account with the Fund.

Our representatives are available to assist you personally Monday through
Friday, 9:00 a.m. to 7:00 p.m., Eastern time each day the New York Stock
Exchange is open for business. You can reach the Service Center's automated
assistance line 24 hours a day, 7 days a week.

Transactions in Fund Shares

Each plan has different provisions about how and when their participants may
buy, sell and exchange Fund shares. The plan administrator is responsible for
communicating participants' instructions to the Fund. Plan participants should
contact their plan administrator to effect transactions in the Fund.

Important Information About Buying and Selling Shares

 . After receiving a plan's order, the Fund buys or sells shares at the next
  price calculated on any day the Fund is open for business.

 . Unless otherwise instructed, the Fund normally makes payment of the proceeds
  from the sale of plan shares the next business day but always within seven
  days.

 . The redemption fee does not apply to exchanges into another class of shares
  of the Fund, into another investment company or other entity that invests
  exclusively in the master portfolio.

 . The Fund remits proceeds from the sale of shares in U.S. dollars for
  redemption requests up to $500,000 or 1% of the Fund's NAV, whichever is
  less, during any 90-day period for any one shareholder. The Fund may redeem
  "in kind" if a redemption request is larger than the lesser of $500,000 or
  1% of the Fund's NAV. The Fund may also redeem "in kind" if a redemption
  request is not directed by a plan participant and is made on less than
  twelve months' notice. In these situations, the Fund may require additional
  information.

 . The Fund does not issue share certificates.
- -------------------------------------------------------------------------------

                                      12
<PAGE>

                                             A Detailed Look at PreservationPlus


 . The Fund may request additional information about the plan when an order to
  redeem 5% or more of a plan's assets is received.

 . Sales orders not directed by plan participants and received on less than
  twelve months prior written notice are subject to a 2% redemption fee.

 . We reserve the right to reject purchases of Fund shares (including exchanges)
  for any reason. We will reject purchases if we conclude that the purchaser
  may be investing only for the short-term.

 . We reserve the right to reject purchases of Fund shares (including exchanges)
  or to suspend or postpone redemptions at times when both the New York Stock
  Exchange and the Fund's custodian are closed.
- --------------------------------------------------------------------------------

                                       13
<PAGE>

A Detailed Look at PreservationPlus

The table below provides a picture of the Investment Class' financial
performance since its inception. The information selected reflects financial
results for a single Fund share. The total returns in the table represent the
rate of return that an investor would have earned on an investment in the Fund
(assuming reinvestment of all dividends and distributions). This information
has been audited by Ernst & Young LLP whose report, along with the Fund's
financial statements, is included in the Fund's annual report. The annual
report is available free of charge by calling the Service Center at 1-800-677-
7596.

 Financial Highlights

<TABLE>
<CAPTION>
                                                                                               For the period
                                                                                            September 23, 1998/1/
                                                                         For the year ended        through
                                                                         September 30, 1999  September 30, 1998
  <S>                                                                    <C>                <C>
  Per Share Operating Performance:
  Net Asset Value, Beginning of Period                                         $10.00              $10.00
 ----------------------------------------------------------------------------------------------------------------
  Income from Investment Operations
  Net Investment Income                                                          0.51                0.01
 ----------------------------------------------------------------------------------------------------------------
  Distributions to Shareholders
  Net Investment Income                                                         (0.51)              (0.01)
 ----------------------------------------------------------------------------------------------------------------
  Net Realized Gains/3/                                                         (0.05)                 --
 ----------------------------------------------------------------------------------------------------------------
  Reverse Stock Split/3/                                                         0.05                  --
 ----------------------------------------------------------------------------------------------------------------
  Net Asset Value, End of Period                                              $ 10.00              $10.00
 ----------------------------------------------------------------------------------------------------------------
  Total Investment Return                                                        5.25%               5.42%/2/
 ----------------------------------------------------------------------------------------------------------------
  Supplemental Data and Ratios:
  Net Assets, End of Period (000s omitted)                                    $17,099                $404
 ----------------------------------------------------------------------------------------------------------------
  Ratios to Average Net Assets:
  Net Investment Income                                                          5.20%               5.42%/2/
 ----------------------------------------------------------------------------------------------------------------
  Net Expenses, Including Expenses of the PreservationPlus Portfolio             0.80%               0.80%/2/
 ----------------------------------------------------------------------------------------------------------------
  Decrease Reflected in Above Expense Ratio Due to Waived Fees/Expenses
  Reimbursed by Bankers Trust                                                    0.38%               0.43%/2/
 ----------------------------------------------------------------------------------------------------------------
  Portfolio turnover rate/4/                                                      291%                428%/5/
 ----------------------------------------------------------------------------------------------------------------
</TABLE>
 /1/Commencement of operations.
 /2/Annualized.
 /3/In order to comply with requirements of the Internal Revenue Code applica-
 ble to regulated investment companies, the Fund is required to distribute ac-
 cumulated net realized gains, if any, on a annual basis. When such distribu-
 tions are made, the immediate impact is a corresponding reduction in the net
 asset value per share of each class of the Fund. Given the objective of the
 Fund to maintain a stable net asset value of $10 per share, the Fund intends
 to declare a reverse stock split immediately subsequent to any such distribu-
 tions at a rate that will cause the total number of shares held by each share-
 holder, including shares acquired on reinvestment of that distribution, to re-
 main the same as before the distribution was paid and in effect reinstate a
 net asset value of $10 per share.
 On December 4, 1998, the Fund declared a capital gain distribution of $0.05
 per share and a corresponding reverse stock split of .995 per share. There was
 no effect on the value of the total holdings of each shareholder (assuming re-
 investment of such distributions) as a result of this activity.
 /4/The portfolio turnover rate is the rate for the master portfolio, into
 which the Fund invests its assets.
 /5/For the period October 1, 1997 to September 30, 1998.
- --------------------------------------------------------------------------------

                                       14
<PAGE>

                       This page intentionally left blank
<PAGE>



Additional information about the Fund's investments is available in the
Fund's annual and semi-annual reports to shareholders. In the Fund's annual
report, you will find a discussion of the market conditions and investment
strategies that significantly affected the Fund's performance during its
last fiscal year.

You can find more detailed information about the Fund in the current
Statement of Additional Information, dated January 31, 2000, which we have
filed electronically with the Securities and Exchange Commission (SEC) and
which is incorporated by reference. To receive your free copy of the
Statement of Additional Information, the annual or semi-annual report, or
if you have questions about investing in the Fund, write to us at:

                   Service Center
                   P.O. Box 219210
                   Kansas City, MO 64121-9210
or call our toll-free number: 1-800-677-7596

You can find reports and other information about the Fund on the EDGAR
Database on the SEC's website (http://www.sec.gov), or you can get copies
of this information, after payment of a duplicating fee, by electronic
request at [email protected] or by writing to the Public Reference Section
of the SEC, Washington, D.C. 20549-0102. Information about the Fund,
including its Statement of Additional Information, can be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. For
information on the Public Reference Room, call the SEC at 202-942-8090.

PreservationPlus
BT Pyramid Mutual Funds

Distributed by:
ICC Distributors, Inc.                                          CUSIP
Two Portland Square                                             #055847834
Portland, ME 04101                                              508PRO (1/00)
                                                                811-6576
<PAGE>

                                                       Deutsche Asset Management


Mutual Fund
Prospectus
January 31, 2000
Institutional Class

PreservationPlus
formerly BT PreservationPlus Fund -- Institutional Class

The Fund is designed exclusively for participant-directed employee benefit
plans.



[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.]


                                                     A Member of the
                                                     Deutsche Bank Group [/]
<PAGE>

Overview
- --------------------------------------------------------------------------------
of PreservationPlus

Goal: The Fund seeks a high level of current income while seeking to maintain a
stable value per share.

Core Strategy: The Fund invests primarily in fixed income securities. The Fund
also enters into contracts with financial institutions that are designed to
stabilize the Fund's share value.

INVESTMENT POLICIES AND STRATEGIES
The Fund invests all of its assets in a master portfolio with the same goal as
the Fund. The Fund, through the master portfolio, seeks to achieve that goal by
investing in fixed income securities of varying maturities, money market
instruments and futures and options. The Fund attempts to maintain a stable
share value by entering into contracts, called Wrapper Agreements, with
financial institutions, such as insurance companies and banks.
- --------------------------------------------------------------------------------

PreservationPlus

Overview of PreservationPlus

<TABLE>
<S>                                                                          <C>
Goal........................................................................   3
Core Strategy...............................................................   3
Investment Policies and Strategies..........................................   3
Principal Risks of Investing in the Fund....................................   4
Who Should Consider Investing in the Fund...................................   4
Total Returns, After Fees and Expenses......................................   5
Annual Fund Operating Expenses..............................................   6
</TABLE>

A Detailed Look at PreservationPlus

<TABLE>
<S>                                                                          <C>
Objective...................................................................   7
Strategy....................................................................   7
Principal Investments.......................................................   7
Investment Process..........................................................   8
Risks.......................................................................   9
Management of the Fund......................................................  10
Calculating the Fund's Share Price..........................................  11
Dividends and Distributions.................................................  11
Tax Considerations..........................................................  12
Buying and Selling Fund Shares..............................................  12
Financial Highlights........................................................  13
</TABLE>
- --------------------------------------------------------------------------------

                                       3
<PAGE>

Overview of PreservationPlus

PRINCIPAL RISKS OF INVESTING IN THE FUND

Although the Fund seeks to preserve a stable share value, there are risks
associated with fixed income investing. For example, the value of fixed income
securities could fluctuate or fall if:

 . There is a sharp rise in interest rates.
 . An issuer's creditworthiness declines.
 . Changes in interest rates or economic downturns have a negative effect on
  issuers in the financial services industry.

The Fund attempts to offset these risks by purchasing Wrapper Agreements. The
use of Wrapper Agreements has its own risks, including:

 . The possibility of default by a financial institution providing a Wrapper
  Agreement ("Wrapper Provider").
 . The inability of the Fund to obtain Wrapper Agreements covering the Fund's
  assets.

The Fund is also subject to the risk that we incorrectly judge the potential
risks and rewards of investing in derivatives.

WHO SHOULD CONSIDER INVESTING IN THE FUND

You should consider investing in the Fund if you are seeking current income
higher than money market mutual funds over most time periods and to preserve
the value of your investment. The Fund is offered as an alternative to short-
term bond funds and as a comparable investment to stable value or guaranteed
investment contract options offered in employee benefit plans.

PreservationPlus offers shares only to participant-directed employee benefit
plans. The shares are available to employees benefit plans whose initial
investment equals or exceeds $25 million. Shares are also available to employee
benefit plans which invest in the Fund through an omnibus account or similar
arrangement, if that omnibus account or similar arrangement makes an initial
investment in the Fund of at least $25 million. Sales are made: 1) directly or
2) indirectly through vehicles like insurance company separate accounts or bank
collective funds. Plans investing in the Fund are required to impose certain
restrictions on their participants' ability to exchange shares of the Fund.
Benefit plans investing in the Fund must limit their participants' ability to
direct a withdrawal from the Fund to the following circumstances:

 . upon the plan participant's death, retirement, disability or termination;
 . to fund plan participant loans and other "in service" withdrawals made
  pursuant to the terms of the plan; and
 . for transfers to other plan investment options that are not competing 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.

You should not consider investing in PreservationPlus if you seek capital
growth. Although it provides a convenient means of diversifying short-term
investments, the Fund by itself does not constitute a balanced investment
program.

An investment in PreservationPlus is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the Fund seeks to preserve a stable share value, it is
possible to lose money by investing in the Fund.
- --------------------------------------------------------------------------------

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.
- --------------------------------------------------------------------------------

                                       4
<PAGE>

                                                    Overview of PreservationPlus

TOTAL RETURNS, AFTER FEES AND EXPENSES

The bar chart and table on this page can help you evaluate the potential risks
and rewards of investing in the Institutional Class shares of the Fund. The bar
chart shows the Institutional Class' actual return for each full calendar year
since it began selling those shares on December 14, 1997 (its inception date).
The table compares the Institutional Class' average annual return with the
Lehman 1-3 Year Government/Corporate Total Return Index, the IBC First Tier
Retail Money Market Universe, and the Wrapped Lehman Intermediate Aggregate
Index, over the last year and since the Fund's inception. An index is a group
of securities whose overall performance is used as a standard to measure
investment performance. It does not factor in the costs of buying, selling and
holding securities--costs that are reflected in the Fund's results.

As of December 31, 1999, the Fund's 30-day yield was 5.73%.
- --------------------------------------------------------------------------------

The Lehman 1-3 Year Government/Corporate Total Return Index is a widely
accepted benchmark of short-term fixed income securities. It is a total return
index consisting of all U.S. Government agency securities, U.S. Government
Treasury securities and all investment grade corporate debt securities with
maturities of one to three years. The Wrapped Lehman Intermediate Aggregate
Index is a custom benchmark representing investment in a portfolio consisting
of the Lehman Intermediate Aggregate Index and a book value wrapper agreement,
at an assumed expense level of 0.15%. The Wrapped Lehman Index more closely
reflects the market sector in which the Fund invests than the other Lehman
index.

The 30-day yield is a measure of the income generated by the Fund over a
thirty-day period. This amount is then annualized, which means that we assume
the Fund generates the same income every month for a year. The "total return"
of the Fund is the change in the value of an investment in the Fund over a
given period. Average annual returns are calculated by averaging the year-by-
year returns of the Fund over a given period.

 Year-by-Year Returns
 (each full calendar year since inception)


                              [CHART APPEARS HERE]


1998       5.73%
1999       5.65%




Since inception, the Institutional Class' highest return in any calendar
quarter was 1.45% (third quarter 1998) and its lowest quarterly return was
1.36% (second quarter 1999). Past performance offers no indication of how the
Fund will perform in the future.


 PERFORMANCE FOR THE PERIOD ENDED 12/31/99

                            Average Annual Returns

                          1 Year   Since Inception
                                     (December 14,
                                             1997)
  PreservationPlus--
  Institutional Class      5.65%        5.79%
 ------------------------------------------------
  Lehman 1-3 Year
  Government/Corporate
  Total Return Index/1/    3.15%        5.04%
 ------------------------------------------------
  IBC First Tier Retail
  Money Market
  Universe/2/              4.58%        4.77%
 ------------------------------------------------
  Wrapped Lehman
  Intermediate Aggregate
  Index                    6.03%        6.09%
 ------------------------------------------------

 /1/The Lehman 1-3 Year Government/Corporate Total Return
 Index and IBC First Tier Retail Money Market Universe
 Average are calculated from December 31, 1997.

 /2/Unweighted average return, net of fees and expenses,
 of all money market mutual funds that invested in
 non-Government securities, that are restricted to those
 money market in struments rated first tier (the top rating)
 by two or more nationally recognized statistical rating
 organizations.

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

                                       5
<PAGE>

Overview of PreservationPlus

ANNUAL FUND OPERATING EXPENSES

The Shareholder Fees and Annual Fees and Expenses tables to the right describe
the fees and expenses that you may pay if you buy and hold shares of
PreservationPlus--Institutional Class.

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 of 2%
of the amount redeemed payable to the Fund.

Expense Example. The example below illustrates the expenses you would have
incurred on a $10,000 investment in the Fund. It assumes that the Fund earned
an annual return of 5% over the periods shown, that the Fund's operating
expenses remained the same, and that you sold your shares at the end of the
period. The expense example does not include a redemption fee.

You may use this hypothetical example to compare the Fund's expense history
with other funds./1/ Your actual costs may be higher or lower.
- --------------------------------------------------------------------------------

/1/Information on the annual operating expenses reflects the expenses of both
the Fund and the PreservationPlus Portfolio, the master portfolio into which
PreservationPlus invests all of its assets. (A further discussion of the
relationship between the Fund and the master portfolio appears in the
"Organizational Structure" section of this prospectus.)

/2/"Other Expenses" include the annual premium rate the Fund paid for Wrapper
Agreements.

/3/The investment adviser and administrator have agreed, for the 16-month
period from the Fund's fiscal year end of September 30, 1999, to waive their
fees and reimburse expenses so that total expenses will not exceed 0.40%.

/4/For the first 16 months, the expense example takes into account fee waivers
and reimbursements.

 SHAREHOLDER FEES
 (fees paid directly from your investment)

<TABLE>
  <S>                                    <C>
  Maximum Sales Charge Imposed on
  Purchases                              None
 --------------------------------------------
  Maximum Sales Charge on Reinvested
  Dividends                              None
 --------------------------------------------
  Maximum Redemption Fee (as a
  percentage of amount redeemed, as
  applicable)                            2.0%
 --------------------------------------------
</TABLE>

 ANNUAL FEES AND EXPENSES
 (expenses paid from fund assets)

<TABLE>
<CAPTION>
                         Percentage of Average
                           Daily Net Assets/1/
  <S>                    <C>
  Management Fees                        0.35%
 ------------------------------------------------
  Distribution and
   Service (12b-1) Fees                   None
 ------------------------------------------------
  Other Fund Operating
   Expenses                              0.31%/2/
 ------------------------------------------------
  Total Fund Operating
   Expenses                              0.66%
 ------------------------------------------------
  Less: Fee Waivers or
   Expense
   Reimbursements                        0.26%/3/
 ------------------------------------------------
  Net Expenses                           0.40%
 ------------------------------------------------
</TABLE>

 Expense Example/4/

<TABLE>
<CAPTION>
     1 year                3 years                           5 years                           10 years
     <S>                   <C>                               <C>                               <C>
      $41                   $181                              $345                               $822
- -----------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       6
<PAGE>

A detailed look
- --------------------------------------------------------------------------------
at PreservationPlus

OBJECTIVE

PreservationPlus seeks a high level of current income while seeking to maintain
a stable value per share.

The Fund invests for current income; capital appreciation is not a goal of the
Fund. While we give priority to earning income and maintaining the value of the
Fund's principal, we cannot offer any assurance of achieving this goal.

STRATEGY

The Fund seeks current income that is higher than that of money market funds by
investing in fixed income securities with varying maturities and maintaining an
average portfolio duration of 2.5 to 4.5 years. In addition, the Fund enters
into Wrapper Agreements designed to stabilize the Fund's share value. Wrapper
Agreements are provided by financial institutions, such as insurance companies
and banks.

PRINCIPAL INVESTMENTS

Fixed Income Securities. The Fund invests at least 65% of its net assets in
fixed income securities including:

 . U.S. government securities that are issued or guaranteed by the U.S.
  Treasury, or by agencies or instrumentalities of the U.S. Government.

 . U.S. dollar-denominated securities issued by domestic or foreign
  corporations, foreign governments or supranational entities.

 . U.S. dollar-denominated asset-backed securities issued by domestic or foreign
  entities.

 . Mortgage pass-through securities issued by governmental and non-governmental
  issuers.

 . Collateralized mortgage obligations and real estate mortgage investment
  conduits.

 . Obligations issued or guaranteed, or backed by securities issued or
  guaranteed, by the U.S. government, or any of its agencies or
  instrumentalities, including CATS, TIGRs, TRs and zero coupon securities,
  which are securities
- --------------------------------------------------------------------------------

Duration measures the sensitivity of bond prices to changes in interest rates.
The longer the duration of a bond, the longer it will take to repay the
principal and interest obligations and the more sensitive it is to changes in
interest rates. Investors in longer-duration bonds face more risk as interest
rates rise--but also are more likely to receive more income from their
investment to compensate for the risk.

 consisting of either the principal component or the interest component of a
 U.S. Treasury bond.

We employ the following policies to attempt to reduce the risks involved in
investing in fixed income securities:

 . We allocate assets among a diversified group of issuers.

 . We primarily invest in fixed income securities that are rated, at the time of
  purchase, within the top three rating categories as rated by Moody's
  Investors Service, Inc., Standard & Poor's Ratings Service or Duff & Phelps
  Credit Rating Co., another nationally recognized statistical rating
  organization, or, if unrated, are determined by us to be of comparable
  quality.

 . We target an average portfolio duration of 2.5 to 4.5 years by investing in
  fixed income securities with short- to intermediate-term maturities.
  Generally, rates of short-term investments fluctuate less than longer-term
  investments.

Wrapper Agreements. The Fund enters into Wrapper Agreements with insurance
companies, banks and other financial institutions. Unlike traditional fixed
income portfolios, the Fund's purchases of Wrapper Agreements should offset
substantially the price fluctuations typically associated with fixed income
securities. In using Wrapper Agreements, the Fund seeks to eliminate the effect
of any gains or losses on its value per share. Wrapper Agreements obligate the
Wrapper Provider to maintain the book value of the Covered Assets up to
specified amounts, under certain circumstances. In general, if the Fund sells
securities to meet shareholder redemptions and the market value (plus accrued
interest) of those securities is less than their book value, the Wrapper
Provider must pay the difference to the Fund. On the other hand, if the Fund
sells securities and the market value (plus accrued interest) is more than the
book value, the Fund must pay the difference to the Wrapper Provider. The
circumstances under which payments are made and the timing of payments between
the Fund and the Wrapper Provider vary. More than one Wrapper Provider provides
coverage with respect to the same securities and pays, when applicable, based
on the pro rata portion of the Fund's assets that it covers.
- --------------------------------------------------------------------------------
Maturity measures the time remaining until an issuer must repay a bond's
principal in full.
Book value of the Covered Assets is their purchase price, plus interest (as
specified in the Wrapper Agreement), less an adjustment to reflect any
defaulted securities.
- --------------------------------------------------------------------------------

                                       7
<PAGE>

A Detailed Look at PreservationPlus

The Crediting Rate:

 . Is the actual interest earned on the Covered Assets based on the formula
  stated in the Wrapper Agreements and is generally adjusted monthly for price
  movements in the Covered Assets and amounts payable to or receivable from the
  Wrapper Provider; and

 . Is a significant component of the Fund's yield.

We employ the following policies to attempt to reduce the risks involved in
using Wrapper Agreements:

 . We purchase Wrapper Agreements from multiple issuers, each of which has
  received a high quality rating from Moody's or Standard & Poor's.

 . We monitor, on a continual basis, the financial well being of the issuers of
  the securities in which the Fund invests and the Wrapper Providers providing
  Wrapper Agreements to the Fund.

Generally, unless the Wrapper Agreement requires the sale of a security that
has been downgraded below a specified rating, the Fund is not required to
dispose of any security or Wrapper Agreement whose issuer's rating has been
downgraded.

Short-Term Investments. The Fund will also invest in short-term investments,
including money market mutual funds, to meet shareholder withdrawals and other
liquidity needs. These short-term investments, such as commercial paper and
certificates of deposit, will be rated, at the time of purchase, within one of
the top two short-term rating categories by a nationally recognized statistical
rating organization, or if unrated, are determined by us to be of similar
quality.

Derivative Instruments. The Fund may invest in various instruments commonly
known as "derivatives" to increase its exposure to certain groups of
securities. The derivatives that the Fund may use include futures contracts,
options on futures contracts and forward contracts. The Fund may use
derivatives to keep cash on hand to meet shareholder redemptions, as a hedging
strategy to maintain a specific portfolio duration, or to protect against
market risk.
- --------------------------------------------------------------------------------

A high quality rating means a security is rated within the top two long-term
ratings categories by a nationally recognized statistical rating organization.

Futures contracts, options on futures contracts and forward contracts are
commonly used for traditional hedging purposes to attempt to protect an
investor from the risks of 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.

Other Investments. The Fund may also invest in and utilize the following
investments and investment techniques and practices: Rule 144A securities, to
be announced (TBA) securities, when-issued and delayed delivery securities,
repurchase agreements, reverse repurchase agreements and dollar rolls.

INVESTMENT PROCESS

The Fund's investment strategy emphasizes a diversified exposure to higher
yielding mortgage, corporate and asset-backed sectors of the investment grade
fixed income markets. These "spread" sectors have historically offered higher
returns than U.S. government securities. The investment process focuses on a
top-down approach, first focused on the sector allocations, then using relative
value analysis to select the best securities within each sector. To select
securities, we analyze such factors as credit quality, interest rate
sensitivity and spread relationships between individual bonds.

The Fund also purchases Wrapper Agreements, which seek to offset price
fluctuations of the fixed income securities and, as a result, provide a stable
value per share for the Fund. A primary emphasis is placed on assessing the
credit quality of financial institutions that may provide a Wrapper Agreement
to the Fund. We perform proprietary credit analysis on a large universe of
issuers. We actively manage the negotiation and maintenance of these Wrapper
Agreements.

Temporary Defensive Position. We may from time to time adopt a temporary
defensive position in response to extraordinary adverse political, economic or
market events. We may invest up to 100% of the Fund's assets in short-term
obligations within one of the top two investment ratings, if the situation
warranted. These short-term obligations may not be covered by a Wrapper
Agreement. To the extent we might adopt such a position and over the course of
its duration, the Fund may not meet its goal of a high level of current income
or a stable net asset value.

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

Portfolio Turnover. The portfolio turnover rate measures the frequency that the
master portfolio sells and replaces the securities it holds within a given
period. Historically, this Fund has had a high portfolio turnover rate. High
turnover can increase the Fund's transaction costs, thereby lowering its
returns.


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

                                       8
<PAGE>

                                             A Detailed Look at PreservationPlus

RISKS

Below we set forth some of the prominent risks associated with fixed income
investing, the use of Wrapper Agreements, as well as the risks of investing in
general. Although we attempt to assess the likelihood that these risks may
actually occur and to limit them, we make no guarantee that we will succeed.
Primary Risks

Interest Rate Risk. All debt securities face the risk that the securities will
decline in value because of changes in interest rates. Generally, investments
subject to interest rate risk will decrease in value when interest rates rise
(and increase in value when interest rates fall).

Credit Risk. An investor purchasing a fixed income security faces the risk that
the value of the security may decline because the creditworthiness of the
issuer may decline or the issuer may fail to make timely payment of interest or
principal.

Wrapper Agreement Risk. Although the Fund uses Wrapper Agreements to attempt to
maintain a stable value per share, there are risks associated with the use of
Wrapper Agreements, including:

 . A Wrapper Provider could default, which could cause the Fund's share value to
  fluctuate and could result in losses for plan participants who sell their
  shares.

 . The Wrapper Agreements may require the Fund to maintain a certain percentage
  of its assets in short-term investments. This could result in a lower return
  than if the Fund invested those assets in longer-term securities. The Fund
  may elect not to cover a fixed income security with a remaining maturity of
  60 days or less, cash or short-term investments with Wrapper Agreements.

 . The Wrapper Agreements generally do not protect the Fund from loss caused by
  a fixed income security issuer's default on principal or interest payments.

 . The Fund may not be able to obtain Wrapper Agreements to cover all of its
  assets.

 . If a Wrapper Provider is unable to make timely payments, the Fund's Board may
  determine the fair value of that Wrapper Agreement to be less than the
  difference between the book value and the market value, which could cause the
  Fund's net asset value to fluctuate.

 . Compared to investing in a traditional fixed income fund, the Fund trades the
  potential for capital appreciation and some yield for protection from a
  decline in the value of its holdings caused by changes in interest rates.

Market Risk. Although individual securities may outperform their market, the
entire market may decline as a result of rising interest rates, regulatory
developments or deteriorating economic conditions.

Security Selection Risk. While the Fund invests in short- to intermediate-term
securities, which by nature are relatively stable investments, the risk remains
that the securities we have selected will not perform as expected. This could
cause the Fund's returns to lag behind those of money market funds.

Liquidity Risk. Liquidity risk is the risk that a security cannot be sold
quickly at a price that reflects our estimate of its value. Because there is no
active trading market for Wrapper Agreements, the Fund's investments in the
Wrapper Agreements are considered illiquid. In an effort to minimize this risk,
the Fund limits its investments in illiquid securities, including Wrapper
Agreements, to 15% of net assets.

Pricing Risk. When price quotations for securities are not readily available,
we determine their value by the method that most accurately reflects their
current worth in the judgment of the Board of Trustees. If Wrapper Agreements
are not in place, this procedure implies an unavoidable risk, the risk that our
prices are higher or lower than the prices that the securities might actually
command if we sold them. If we have valued the securities too highly, you may
end up paying too much for Fund shares when you buy. If we underestimate their
price, you may not receive the full market value for your Fund shares when you
sell.

According to the procedures adopted by the Board of Trustees, the fair value of
the Wrapper Agreements generally will equal the difference between the book
value and the market value (plus accrued interest) of the Fund's assets. In
determining fair value, the Board will consider the creditworthiness and
ability of a Wrapper Provider to pay amounts due under the Wrapper Agreements.
If the Board of Trustees determines that a Wrapper Agreement should not be
valued this way, the net asset value of the Fund could fluctuate.

Derivative Risk. Derivatives are more volatile and less liquid than traditional
fixed income securities. Risks associated with derivatives include:

 . the derivative may not fully offset the underlying positions;

 . the derivatives used for risk management may not have the intended effects
  and may result in losses or missed opportunities; and

 . the possibility the Fund cannot sell the derivative because of an illiquid
  secondary market.
- --------------------------------------------------------------------------------

                                       9
<PAGE>

A Detailed Look at PreservationPlus


If the fund invests in futures contracts and options on futures contracts for
non-hedging purposes, the margin and premiums required to make those
investments will not exceed 5% of the Fund's net asset value after taking into
account unrealized profits and losses on the contracts. Futures contracts and
options on futures contracts used for non-hedging purposes involve greater
risks than other investments.

MANAGEMENT OF THE FUND

Deutsche Asset Management is the marketing name for the asset management
activities of Deutsche Bank A.G., Deutsche Funds Management, Bankers Trust
Company, DB Alex. Brown LLC, Deutsche Asset Management, Inc., and Deutsche
Asset Management Investment Services Limited.

Board of Trustees. The Fund's shareholders, voting in proportion to the number
of shares each owns, elect a Board of Trustees, and the Trustees supervise all
of the Fund's activities on their behalf.

Investment Adviser. Under the supervision of the Board of Trustees, Bankers
Trust Company, with headquarters at 130 Liberty Street, New York, NY 10006,
acts as the Fund's investment adviser. Bankers Trust is an indirect wholly-
owned subsidiary of Deutsche Bank A.G. As investment adviser, Bankers Trust
makes the Fund's investment decisions. It buys and sells securities for the
Fund and conducts the research that leads to the purchase and sale decisions.
The investment adviser received a fee of 0.35% of the Fund's average daily net
assets for its services in the last fiscal year.

As of September 30, 1999, Bankers Trust had total assets under management of
approximately $285 billion. Bankers Trust is dedicated to servicing the needs
of corporations, governments, financial institutions, and private clients and
has invested retirement assets on behalf of the nation's largest corporations
and institutions for more than 50 years. The scope of the firm's capability is
broad: it is a leader in both the active and passive quantitative investment
disciplines and maintains a major presence in stock and bond markets worldwide.
As of December 31, 1999, Bankers Trust managed approximately $15 billion in
stable value assets.

At a special meeting of shareholders held in 1999, shareholders of the Fund
approved a new investment advisory agreement with Deutsche Asset Management,
Inc. (formerly Morgan Grenfell Inc.). The new investment advisory agreement may
be implemented within two years of the date of the special meeting upon
approval of a majority of the members of the Board of Trustees who are not
"interested persons," generally referred to as independent trustees.
Shareholders of the Fund also approved a new sub-investment advisory agreement
among the Trust, Deutsche Asset Management, Inc. and Bankers Trust under which
Bankers Trust may perform certain of Deutsche Asset Management, Inc.'s
responsibilities, at Deutsche Asset Management, Inc.'s expense, upon approval
of the independent trustees, within two years of the date of the special
meeting. Under the new investment advisory agreement and new sub-advisory
agreement, the compensation paid and the services provided would be the same as
those under the existing advisory agreement with Bankers Trust.

Deutsche Asset Management, Inc. is located at 885 Third Avenue, 32nd Floor, New
York, New York 10022. The firm provides a full range of investment advisory
services to institutional clients. It serves as investment adviser to 11 other
investment companies and as sub-adviser to five other investment companies.

On March 11, 1999, Bankers Trust announced that it had reached an agreement
with the United States Attorney's Office in the Southern District of New York
to resolve an investigation concerning inappropriate transfers of unclaimed
funds and related record-keeping problems that occurred between 1994 and early
1996. Bankers Trust pleaded guilty to misstating entries in the bank's books
and records and agreed to pay a $63.5 million fine to state and federal
authorities. On July 26, 1999, the federal criminal proceedings were concluded
with Bankers Trust's formal sentencing. The events leading up to the guilty
pleas did not arise out of the investment advisory or mutual fund management
activities of Bankers Trust or its affiliates.

As a result of the plea, absent an order from the SEC, Bankers Trust would not
be able to continue to provide investment advisory services to the Fund. The
SEC has granted a temporary order to permit Bankers Trust and its affiliates to
continue to provide investment advisory services to registered investment
companies. There is no assurance that the SEC will grant a permanent order.

Portfolio Managers. The following portfolio managers are responsible for the
day-to-day management of the master portfolio's investments:

Eric Kirsch, CFA

 . Portfolio Manager of the master portfolio since its inception.

 . Joined the investment adviser in 1980.

 . Head of the Stable Value investment group.

Louis R. D'Arienzo

 . Portfolio Manager of the fixed income portion of the master portfolio since
  its inception.

 . Joined the investment adviser in 1981.

 . Portfolio Manager in the Structured Fixed Income investment group.

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

                                       10
<PAGE>

                                             A Detailed Look at PreservationPlus


John D. Axtell

 . Portfolio Manager of the Wrapper Agreements in the master portfolio since its
  inception.

 . Joined the investment adviser in 1990.

 . Portfolio Manager in the Stable Value investment group.

Other Services. Bankers Trust provides administrative services--such as
portfolio accounting, legal services and others--for the Fund. In addition,
Bankers Trust--or your service agent--performs the functions necessary to
establish and maintain your account. In addition to setting up the account and
processing your purchase and sale orders, these functions include:

 . keeping accurate, up-to-date records for your individual Fund account;

 . implementing any changes you wish to make in your account information;

 . processing your requests for cash dividends and distributions from the Fund;

 . answering your questions on the Fund's investment performance or
  administration;

 . sending proxy reports and updated prospectus information to you; and

 . collecting your executed proxies.

Service agents include brokers, financial advisors or any other bank, dealer or
other institution that has a sub-shareholder servicing agreement with Bankers
Trust. Service agents may charge additional fees to investors only for those
services not otherwise included in the Bankers Trust servicing agreement, such
as cash management, or special trust or retirement-investment reporting.

Organizational Structure. The Fund is a "feeder fund" that invests all of its
assets in a "master portfolio," the PreservationPlus Portfolio. The Fund and
the master portfolio have the same investment objective. The master portfolio
is advised by Bankers Trust, an indirect wholly-owned subsidiary of Deutsche
Bank A.G.

The master portfolio may accept investments from other feeder funds. The
feeders bear the master portfolio's expenses in proportion to their assets.
Each feeder can set its own transaction minimums, fund-specific expenses, and
other conditions. This arrangement allows the Fund's Trustees to withdraw the
Fund's assets from the master portfolio if they believe doing so is in the
shareholders' best interests. If the Trustees withdraw the Fund's assets, they
would then consider whether the Fund should hire its own investment adviser,
invest in a different master portfolio or take other action.

CALCULATING THE FUND'S SHARE PRICE

We calculate the daily price of a Fund's shares (also known as the "net asset
value" or "NAV") in accordance with the standard formula for valuing mutual
fund shares at the close of regular trading on the New York Stock Exchange
every day the Exchange is open for business. The formula calls for deducting
all of a Fund's liabilities from the total value of its assets--the market
value of the securities it holds, plus its cash reserves--and dividing the
result by the number of shares outstanding.

We value the securities in the Fund at their stated market value if price
quotations are available. When price quotations for a particular security are
not readily available, we determine their value by the method that most
accurately reflects their current worth in the judgment of the Board of
Trustees. You can find the Fund's daily share price in the mutual fund listings
of most major newspapers.

According to the procedures adopted by the Board of Trustees, the fair value of
the Wrapper Agreements generally will equal the difference between the book
value and the market value (plus accrued interest) of the Fund's assets. In
determining fair value, the Board will consider the creditworthiness and
ability of a Wrapper Provider to pay amounts due under the Wrapper Agreements.

DIVIDENDS AND DISTRIBUTIONS

Income dividends, if any, for the Fund are declared daily and paid monthly. The
Fund reserves the right to include in the daily dividend any short-term capital
gains on securities that it sells. Also, the Fund will normally declare and pay
annually any long-term capital gains as well as any short-term capital gains
that it did not distribute during the year.

On occasion, the dividends the Fund distributes may differ from the income the
Fund earns. When the Fund's income exceeds the amount distributed to
shareholders, the Fund may make an additional distribution. When an additional
distribution is necessary, the Board of Trustees may declare a reverse stock
split to occur at the same time the additional distribution is made. Making the
additional distribution simultaneously with the reverse stock split will
minimize fluctuations in the net asset value of the Fund's shares.

We automatically reinvest all dividends and capital gains, if any, unless you
elect to receive your distributions in cash.
- --------------------------------------------------------------------------------

The Exchange is open every week, Monday through Friday, except when the
following holidays are celebrated: New Year's Day, Martin Luther King, Jr. Day
(the third Monday in January), Presidents' Day (the third Monday in February),
Good Friday, Memorial Day (the last Monday in May), Independence Day (July
4th), Labor Day (the first Monday in September), Thanksgiving Day (the fourth
Thursday in November) and Christmas Day.
A reverse stock split reduces the number of total shares the Fund has
outstanding. The market value of the shares will be the same after the stock
split as before the split, but each share will be worth more.
- --------------------------------------------------------------------------------

                                       11
<PAGE>

A Detailed Look at PreservationPlus


TAX CONSIDERATIONS

The Fund does not ordinarily pay income taxes. You and other shareholders pay
taxes on the income or capital gains from the Fund's holdings. 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.

Because each participant's tax circumstances are unique and because the tax
laws governing plans are complex and subject to change, we recommend that you
consult your plan administrator, your plan's Summary Plan Description, and/or
your tax advisor about the tax consequences of your participation in your plan
and of any plan contributions or withdrawals.

BUYING AND SELLING FUND SHARES

The Fund does not sell its shares directly to the public. The Fund offers
shares only to certain participant-directed employee benefit plans. The shares
are available to employees benefit plans whose initial investment equals or
exceeds $25 million. Shares are also available to employee benefit plans which
invest in the Fund through an omnibus account or similar arrangement, if that
omnibus account or similar arrangement makes an initial investment in the Fund
of at least $25 million. These benefit plans may own the Fund's shares: 1)
directly or 2) indirectly through other investment vehicles such as an
insurance company separate account or bank collective funds, which offer the
Fund as an investment option to its participants.

Benefit plans investing in the Fund must limit their participants' ability to
direct a withdrawal from the Fund to the following circumstances:

 . upon the plan participant's death, retirement, disability or termination;

 . to fund plan participant loans and other "in service" withdrawals made
  pursuant to the terms of the plan; and

 . for transfers to other plan investment options that are not competing 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.

How To Receive Account Information

 . If you are a plan participant, you should contact your plan administrator or
  the organization that provides record-keeping services for information about
  your account.

 . If you are a plan administrator or fiduciary, you should call 1-800-677-7596
  for information about the plan's account with the Fund.

Our representatives are available to assist you personally Monday through
Friday, 9:00 a.m. to 7:00 p.m., Eastern time each day the New York Stock
Exchange is open for business. You can reach the Service Center's automated
assistance line 24 hours a day, 7 days a week.

Transactions in Fund Shares

Each plan has different provisions about how and when their participants may
buy, sell and exchange Fund shares. The plan administrator is responsible for
communicating participants' instructions to the Fund. Plan participants should
contact their plan administrator to effect transactions in the Fund.

Important Information About Buying and Selling Shares

 . After receiving a plan's order, the Fund buys or sells shares at the next
  price calculated on any day the Fund is open for business.

 . Unless otherwise instructed, the Fund normally makes payment of the proceeds
  from the sale of plan shares the next business day but always within seven
  days.

 . The redemption fee does not apply to exchanges into another class of shares
  of the Fund, into another investment company or other entity that invests
  exclusively in the master portfolio.

 . The Fund remits proceeds from the sale of shares in U.S. dollars for
  redemption requests up to $500,000 or 1% of the Fund's NAV, whichever is
  less, during any 90-day period for any one shareholder. The Fund may redeem
  "in kind" if a redemption request is larger than the lesser of $500,000 or
  1% of the Fund's NAV. The Fund may also redeem "in kind" if a redemption
  request is not directed by a plan participant and is made on less than
  twelve months' notice. In these situations, the Fund may require additional
  information.

 . The Fund does not issue share certificates.

 . The Fund may request additional information about the plan when an order to
  redeem 5% or more of a plan's assets is received.

 . Sales orders not directed by plan participants and received on less than
  twelve months prior written notice are subject to a 2% redemption fee.

 .  We reserve the right to reject purchases of Fund shares (including
  exchanges) for any reason. We will reject purchases if we conclude that the
  purchaser may be investing only for the short-term.

 . We reserve the right to reject purchases of Fund shares (including
  exchanges) or to suspend or postpone redemptions at times when both the New
  York Stock Exchange and the Fund's custodian are closed.
- -------------------------------------------------------------------------------

                                      12
<PAGE>

A Detailed Look at PreservationPlus


The table below provides a picture of the Institutional Class' financial
performance since its inception. The information selected reflects financial
results for a single Fund share. The total returns in the table represent the
rate of return that an investor would have earned on an investment in the Fund
(assuming reinvestment of all dividends and distributions). This information
has been audited by Ernst & Young LLP whose report, along with the Fund's
financial statements, is included in the Fund's annual report. The annual
report is available free of charge by calling the Service Center at 1-800-677-
7596.

 Financial Highlights

<TABLE>
<CAPTION>
                                  For the year           For the period
                                     ended        December 14, 1997/1/ through
                               September 30, 1999      September 30, 1998
  <S>                          <C>                <C>
  Per share operating
  performance:
  Net asset value, beginning
  of period                         $  10.00                $  10.00
 -----------------------------------------------------------------------------
  Income from investment
  operations
  Net investment income                 0.55                    0.46
 -----------------------------------------------------------------------------
  Distributions to
  shareholders
  Net investment income                (0.55)                  (0.46)
 -----------------------------------------------------------------------------
  Net realized gains/3/                (0.05)                    --
 -----------------------------------------------------------------------------
  Reverse stock split/3/                0.05                     --
 -----------------------------------------------------------------------------
  Net asset value, end of
  period                            $  10.00                $  10.00
 -----------------------------------------------------------------------------
  Total investment return               5.66%                   5.91%/2/
 -----------------------------------------------------------------------------
  Supplemental data and
  ratios:
  Net assets, end of period
  (000s omitted)                    $186,563                $162,193
 -----------------------------------------------------------------------------
  Ratios to average net
  assets:
  Net investment income                 5.53%                   5.79%/2/
 -----------------------------------------------------------------------------
  Net expenses, including
  expenses of the
  PreservationPlus Portfolio            0.40%                   0.40%/2/
 -----------------------------------------------------------------------------
  Decrease reflected in above
  expense ratio due to fees
  waived/expenses reimbursed
  by Bankers Trust                      0.26%                   0.50%/2/
 -----------------------------------------------------------------------------
  Portfolio turnover rate/4/             291%                    428%/5/
 -----------------------------------------------------------------------------
</TABLE>

 /1/Commencement of operations.

 /2/Annualized.

 /3/In order to comply with requirements of the Internal Revenue Code applica-
 ble to regulated investment companies, the Fund is required to distribute ac-
 cumulated net realized gains, if any, on a annual basis. When such distribu-
 tions are made, the immediate impact is a corresponding reduction in the net
 asset value per share of each class of the Fund. Given the objective of the
 Fund to maintain a stable net asset value of $10 per share, the Fund intends
 to declare a reverse stock split immediately subsequent to any such distribu-
 tions at a rate that will cause the total number of shares held by each share-
 holder, including shares acquired on reinvestment of that distribution, to re-
 main the same as before the distribution was paid and in effect reinstate a
 net asset value of $10 per share.

 On December 4, 1998, the Fund declared a capital gain distribution of $0.05
 per share and a corresponding reverse stock split of .995 per share. There was
 no effect on the value of the total holdings of each shareholder (assuming re-
 investment of such distributions) as a result of this activity.

 /4/The portfolio turnover rate is the rate for the master portfolio, into
 which the Fund invests its assets.


 /5/For the period October 1, 1997 to September 30, 1998.
- --------------------------------------------------------------------------------

                                       13
<PAGE>




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<PAGE>




                       This page intentionally left blank
<PAGE>



Additional information about the Fund's investments is available in the
Fund's annual and semi-annual reports to shareholders. In the Fund's annual
report, you will find a discussion of the market conditions and investment
strategies that significantly affected the Fund's performance during its
last fiscal year.

You can find more detailed information about the Fund in the current
Statement of Additional Information, dated January 31, 2000, which we have
filed electronically with the Securities and Exchange Commission (SEC) and
which is incorporated by reference. To receive your free copy of the
Statement of Additional Information, the annual or semi-annual report, or
if you have questions about investing in the Fund, write to us at:

                   Service Center
                   P.O. Box 219210
                   Kansas City, MO 64121-9210
Or call our toll-free number: 1-800-677-7596

You can find reports and other information about the Fund on the EDGAR
Database on the SEC's website (http://www.sec.gov), or you can get copies
of this information, after payment of a duplicating fee, by electronic
request at [email protected] or by writing to the Public Reference Section
of the SEC, Washington, D.C. 20549-0102. Information about the Fund,
including its Statement of Additional Information, can be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. For
information on the Public Reference Room, call the SEC at 202-942-8090.

PreservationPlus
BT Pyramid Mutual Funds

Distributed by:
ICC Distributors, Inc.                                          CUSIP
Two Portland Square                                             #055847818
Portland, ME 04101                                              491PRO (1/00)
                                                                811-6576
<PAGE>

                                                       Deutsche Asset Management


Mutual Fund

Prospectus
January 31, 2000
Institutional Class
PreservationPlus
formerly BT PreservationPlus Fund -- Institutional Service Class

The Fund is designed exclusively for participant-directed employee benefit
plans.


[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.]

                                                      A Member of the
                                                      Deutsche Bank Group [/]
<PAGE>

Overview
- --------------------------------------------------------------------------------
of PreservationPlus

Goal: The Fund seeks a high level of current income while seeking to maintain a
stable value per share.
Core Strategy: The Fund invests primarily in fixed income securities. The Fund
also enters into contracts with financial institutions that are designed to
stabilize the Fund's share value.

INVESTMENT POLICIES AND STRATEGIES
The Fund invests all of its assets in a master portfolio with the same goal as
the Fund. The Fund, through the master portfolio, seeks to achieve that goal by
investing in fixed income securities of varying maturities, money market
instruments and futures and options. The Fund attempts to maintain a stable
share value by entering into contracts, called Wrapper Agreements, with
financial institutions, such as insurance companies and banks.
- --------------------------------------------------------------------------------

PreservationPlus

Overview of PreservationPlus

<TABLE>
<S>                                                                          <C>
Goal........................................................................   3
Core Strategy...............................................................   3
Investment Policies and Strategies..........................................   3
Principal Risks of Investing in the Fund....................................   4
Who Should Consider Investing in the Fund...................................   4
Total Returns, After Fees and Expenses......................................   5
Annual Fund Operating Expenses..............................................   6
</TABLE>

A Detailed Look at PreservationPlus

<TABLE>
<S>                                                                          <C>
Objective...................................................................   7
Strategy....................................................................   7
Principal Investments.......................................................   7
Investment Process..........................................................   8
Risks.......................................................................   9
Management of the Fund......................................................  10
Calculating the Fund's Share Price..........................................  11
Dividends and Distributions.................................................  12
Tax Considerations..........................................................  12
Buying and Selling Fund Shares..............................................  12
Financial Highlights........................................................  14
</TABLE>
- --------------------------------------------------------------------------------

                                       3
<PAGE>

Overview of PreservationPlus

PRINCIPAL RISKS OF INVESTING IN THE FUND

Although the Fund seeks to preserve a stable share value, there are risks
associated with fixed income investing. For example, the value of fixed income
securities could fluctuate or fall if:

 . There is a sharp rise in interest rates.
 . An issuer's creditworthiness declines.
 . Changes in interest rates or economic downturns have a negative effect on
  issuers in the financial services industry.

The Fund attempts to offset these risks by purchasing Wrapper Agreements. The
use of Wrapper Agreements has its own risks, including:

 . The possibility of default by a financial institution providing a Wrapper
  Agreement ("Wrapper Provider").
 . The inability of the Fund to obtain Wrapper Agreements covering the Fund's
  assets.

The Fund is also subject to the risk that we incorrectly judge the potential
risks and rewards of investing in derivatives.

WHO SHOULD CONSIDER INVESTING IN THE FUND

While the Fund continues to offer other classes of shares, effective October
18, 1999, the Institutional Service Class of PreservationPlus ceased
establishing new accounts. The Fund offers two other classes--Investment Class
and Institutional Class--that are open to new shareholders. There are different
fees associated with investing in the Investment Class and the Institutional
Class. For a free copy of the prospectuses for the Investment Class and the
Institutional Class, please call 1-800-677-7596. Read the prospectus carefully
before investing.

You should consider investing in the Fund if you are seeking current income
higher than money market mutual funds over most time periods and to preserve
the value of your investment. The Fund is offered as an alternative to short-
term bond funds and as a comparable investment to stable value or guaranteed
investment contract options offered in employee benefit plans.

PreservationPlus offers shares only to participant-directed employee benefit
plans. Sales are made: 1) directly or 2) indirectly through vehicles like
insurance company separate accounts or bank collective funds. Plans investing
in the Fund are required to impose certain restrictions on their participants'
ability to exchange shares of the Fund. Benefit plans investing in the Fund
must limit their participants' ability to direct a withdrawal from the Fund to
the following circumstances:

 . upon the plan participant's death, retirement, disability or termination;
 . to fund plan participant loans and other "in service" withdrawals made
  pursuant to the terms of the plan; and
 . for transfers to other plan investment options that are not competing 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.

You should not consider investing in PreservationPlus if you seek capital
growth. Although it provides a convenient means of diversifying short-term
investments, the Fund by itself does not constitute a balanced investment
program.

An investment in PreservationPlus is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the Fund seeks to preserve a stable share value, it is
possible to lose money by investing in the Fund.

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

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.
- --------------------------------------------------------------------------------

                                       4
<PAGE>

                                                    Overview of PreservationPlus

TOTAL RETURNS, AFTER FEES AND EXPENSES

The bar chart and table on this page can help you evaluate the potential risks
and rewards of investing in the Institutional Service Class shares of the Fund.
The bar chart shows the Institutional Service Class' actual return for each
full calendar year since it began selling those shares on April 1, 1998 (its
inception date). The table compares the Institutional Service Class' average
annual return with the Lehman 1-3 Year Government/Corporate Total Return Index,
the IBC First Tier Retail Money Market Universe, and the Wrapped Lehman
Intermediate Aggregate Index, over the last year and since the Fund's
inception. An index is a group of securities whose overall performance is used
as a standard to measure investment performance. It does not factor in the
costs of buying, selling and holding securities--costs that are reflected in
the Fund's results.

As of December 31, 1999, the Fund's 30-day yield was 5.58%.
- --------------------------------------------------------------------------------

Lehman 1-3 Year Government/Corporate Total Return Index is a widely accepted
benchmark of short-term fixed income securities. It is a total return index
consisting of all U.S. Government agency securities, U.S. Government Treasury
securities and all investment grade corporate debt securities with maturities
of one to three years. The Wrapped Lehman Intermediate Aggregate Index is a
custom benchmark representing investment in a portfolio consisting of the
Lehman Intermediate Aggregate Index and a book value wrapper agreement, at an
assumed expense level of 0.15%. The Wrapped Lehman Index more closely reflects
the market sector in which the Fund invests than the other Lehman index.

The 30-day yield is a measure of the income generated by the Fund over a
thirty-day period. This amount is then annualized, which means that we assume
the Fund generates the same income every month for a year. The "total return"
of the Fund is the change in the value of an investment in the Fund over a
given period. Average annual returns are calculated by averaging the year-by-
year returns of the Fund over a given period.

 Year-by-Year Returns
 (the full calendar year since inception)

[CHART]

Since inception, the Institutional Service Class' highest return in any
calendar quarter was 1.44% (second quarter 1998) and its lowest quarterly
return was 1.32% (second quarter 1999). Past performance offers no indication
of how the Fund will perform in the future.

 PERFORMANCE FOR THE PERIOD ENDED 12/31/99
<TABLE>
<CAPTION>
                          Average Annual Returns
                             1 year            Since
                                           Inception
                                           (April 1,
                                               1998)
  <S>                     <C>           <C>
  PreservationPlus--
  Institutional Service
  Class                           5.50%          5.59%
 -----------------------------------------------------
  Lehman 1-3 Year
  Government/Corporate
  Total
  Return Index/1/                 3.15%          4.92%
 -----------------------------------------------------
  IBC First Tier Retail
  Money Market
  Universe/2/                     4.58%          4.72%
 -----------------------------------------------------
  Wrapped Lehman
  Intermediate Aggregate
  Index                           6.01%          6.07%
 -----------------------------------------------------
</TABLE>

 /1/The Lehman 1-3 Year
 Government/Corporate Total Return In-
 dex and IBC First Tier Retail Money
 Market Universe Average are calcu-
 lated from March 31, 1998.

 /2/Unweighted average return, net of
 fees and expenses, of all money mar-
 ket mutual funds that invested in
 non-Government securities, that are
 restricted to those money market in-
 struments rated first tier (the top
 rating) by two or more nationally
 recognized statistical rating organi-
 zations.
- --------------------------------------------------------------------------------

                                       5
<PAGE>

Overview of PreservationPlus


ANNUAL FUND OPERATING EXPENSES

The Shareholder Fees and Annual Fees and Expenses tables to the right describe
the fees and expenses that you may pay if you buy and hold shares of
PreservationPlus--Institutional Service Class.

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 of 2%
of the amount redeemed payable to the Fund.

Institutional Service Class shares 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 investor/shareholder's
inquiries regarding the Fund and/or its classes, providing periodic statements
showing the investor/shareholder'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.

Expense Example. This example illustrates the expenses you would have incurred
on a $10,000 investment in the Fund. It assumes that the Fund earned an annual
return of 5% over the periods shown, that the Fund's operating expenses
remained the same, and that you sold your shares at the end of the period. The
expense example does not include a redemption fee. You may use this
hypothetical example to compare the Fund's expense history with other funds./1/
Your actual costs may be higher or lower.

 SHAREHOLDER FEES
 (fees paid directly from your investment)

<TABLE>
  <S>                                    <C>
  Maximum Sales Charge Imposed on
   Purchases                             None
 --------------------------------------------
  Maximum Sales Charge on Reinvested
   Dividends                             None
 --------------------------------------------
  Maximum Redemption Fee (as a
  percentage of amount redeemed, as
  applicable)                            2.0%
 --------------------------------------------
</TABLE>

 ANNUAL FEES AND EXPENSES
 (expenses paid from Fund assets)

<TABLE>
<CAPTION>
                       Percentage of Average
                         Daily Net Assets/1/
  <S>                  <C>
  Management Fees                      0.35%
 ----------------------------------------------
  Distribution and
   Service (12b-1)
   Fees                                 None
 ----------------------------------------------
  Other Fund
   Operating Expenses                  0.48%/2/
 ----------------------------------------------
  Total Fund
   Operating Expenses                  0.83%
 ----------------------------------------------
  Less: Fee Waivers
   or Expense
   Reimbursements                      0.28%/3/
 ----------------------------------------------
  Net Expenses                         0.55%
 ----------------------------------------------
</TABLE>


 Expense Example/4/

<TABLE>
<CAPTION>
     1 year         3 years        5 years        10 years
     <S>            <C>            <C>            <C>
      $56           $234           $439           $1,030
- -----------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
/1/Information on the annual operating expenses reflects the expenses of both
the Fund and the PreservationPlus Portfolio, the master portfolio into which
PreservationPlus invests all of its assets. (A further discussion of the
relationship between the Fund and the master portfolio appears in the
"Organizational Structure" section of this prospectus.)

/2/"Other Expenses" include the annual premium rate the Fund paid for Wrapper
Agreements and a shareholder servicing fee of 0.15%.

/3/The investment adviser and administrator have agreed, for the 16-month
period from the Fund's fiscal year end of September 30, 1999, to waive their
fees and reimburse expenses so that total expenses will not exceed 0.55%.

/4/For the first 16 months, the expense example takes into account fee waivers
and reimbursements.
- --------------------------------------------------------------------------------

                                       6
<PAGE>

A detailed look
- --------------------------------------------------------------------------------
at PreservationPlus


OBJECTIVE

PreservationPlus seeks a high level of current income while seeking to maintain
a stable value per share.


The Fund invests for current income; capital appreciation is not a goal of the
Fund. While we give priority to earning income and maintaining the value of the
Fund's principal, we cannot offer any assurance of achieving this goal.

STRATEGY

The Fund seeks current income that is higher than that of money market funds by
investing in fixed income securities with varying maturities and maintaining an
average portfolio duration of 2.5 to 4.5 years. In addition, the Fund enters
into Wrapper Agreements designed to stabilize the Fund's share value. Wrapper
Agreements are provided by financial institutions, such as insurance companies
and banks.

PRINCIPAL INVESTMENTS

Fixed Income Securities. The Fund invests at least 65% of its net assets in
fixed income securities including:

 . U.S. government securities that are issued or guaranteed by the U.S.
  Treasury, or by agencies or instrumentalities of the U.S. Government.

 . U.S. dollar-denominated securities issued by domestic or foreign
  corporations, foreign governments or supranational entities.

 . U.S. dollar-denominated asset-backed securities issued by domestic or foreign
  entities.

 . Mortgage pass-through securities issued by governmental and non-governmental
  issuers.

 . Collateralized mortgage obligations and real estate mortgage investment
  conduits.

 . Obligations issued or guaranteed, or backed by securities issued or
  guaranteed, by the U.S. government, or any of its agencies or
  instrumentalities, including CATS, TIGRs, TRs

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

Duration measures the sensitivity of bond prices to changes in interest rates.
The longer the duration of a bond, the longer it will take to repay the
principal and interest obligations and the more sensitive it is to changes in
interest rates. Investors in longer-duration bonds face more risk as interest
rates rise--but also are more likely to receive more income from their
investment to compensate for the risk.

 and zero coupon securities, which are securities consisting of either the
 principal component or the interest component of a U.S. Treasury bond.

We employ the following policies to attempt to reduce the risks involved in
investing in fixed income securities:

 . We allocate assets among a diversified group of issuers.

 . We primarily invest in fixed income securities that are rated, at the time of
  purchase, within the top three rating categories as rated by Moody's
  Investors Service, Inc., Standard & Poor's Ratings Service or Duff & Phelps
  Credit Rating Co., another nationally recognized statistical rating
  organization, or, if unrated, are determined by us to be of comparable
  quality.

 . We target an average portfolio duration of 2.5 to 4.5 years by investing in
  fixed income securities with short- to intermediate-term maturities.
  Generally, rates of short-term investments fluctuate less than longer-term
  investments.

Wrapper Agreements. The Fund enters into Wrapper Agreements with insurance
companies, banks and other financial institutions. Unlike traditional fixed
income portfolios, the Fund's purchases of Wrapper Agreements should offset
substantially the price fluctuations typically associated with fixed income
securities. In using Wrapper Agreements, the Fund seeks to eliminate the effect
of any gains or losses on its value per share. Wrapper Agreements obligate the
Wrapper Provider to maintain the book value of the Covered Assets up to
specified amounts, under certain circumstances. In general, if the Fund sells
securities to meet shareholder redemptions and the market value (plus accrued
interest) of those securities is less than their book value, the Wrapper
Provider must pay the difference to the Fund. On the other hand, if the Fund
sells securities and the market value (plus accrued interest) is more than the
book value, the Fund must pay the difference to the Wrapper Provider. The
circumstances under which payments are made and the timing of payments between
the Fund and the Wrapper Provider vary. More than one Wrapper Provider provides
coverage with respect to the same securities and pays, when applicable, based
on the pro rata portion of the Fund's assets that it covers.

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

Maturity measures the time remaining until an issuer must repay a bond's
principal in full.

Book value of the Covered Assets is their purchase price, plus interest (as
specified in the Wrapper Agreement), less an adjustment to reflect any
defaulted securities.
- --------------------------------------------------------------------------------

                                       7
<PAGE>

A Detailed Look at PreservationPlus


The Crediting Rate:

 . Is the actual interest earned on the Covered Assets based on the formula
  stated in the Wrapper Agreements and is generally adjusted monthly for price
  movements in the Covered Assets and amounts payable to or receivable from the
  Wrapper Provider; and

 . Is a significant component of the Fund's yield.

We employ the following policies to attempt to reduce the risks involved in
using Wrapper Agreements:

 . We purchase Wrapper Agreements from multiple issuers, each of which has
  received a high quality rating from Moody's or Standard & Poor's.
 . We monitor, on a continual basis, the financial well being of the issuers of
  the securities in which the Fund invests and the Wrapper Providers providing
  Wrapper Agreements to the Fund.

Generally, unless the Wrapper Agreement requires the sale of a security that
has been downgraded below a specified rating, the Fund is not required to
dispose of any security or Wrapper Agreement whose issuer's rating has been
downgraded.

Short-Term Investments. The Fund will also invest in short-term investments,
including money market mutual funds, to meet shareholder withdrawals and other
liquidity needs. These short-term investments, such as commercial paper and
certificates of deposit, will be rated, at the time of purchase, within one of
the top two short-term rating categories by a nationally recognized statistical
rating organization, or if unrated, are determined by us to be of similar
quality.

Derivative Instruments. The Fund may invest in various instruments commonly
known as "derivatives" to increase its exposure to certain groups of
securities. The derivatives that the Fund may use include futures contracts,
options on futures contracts and forward contracts. The Fund may use
derivatives to keep cash on hand to meet shareholder redemptions, as a hedging
strategy to maintain a specific portfolio duration, or to protect against
market risk.

- --------------------------------------------------------------------------------
A high quality rating means a security is rated within the top two long-term
ratings categories by a nationally recognized statistical rating organization.

Futures contracts, options on futures contracts and forward contracts are
commonly used for traditional hedging purposes to attempt to protect an
investor from the risks of 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.

Other Investments. The Fund may also invest in and utilize the following
investments and investment techniques and practices: Rule 144A securities, to
be announced (TBA) securities, when-issued and delayed delivery securities,
repurchase agreements, reverse repurchase agreements and dollar rolls.

INVESTMENT PROCESS

The Fund's investment strategy emphasizes a diversified exposure to higher
yielding mortgage, corporate and asset-backed sectors of the investment grade
fixed income markets. These "spread" sectors have historically offered higher
returns than U.S. government securities. The investment process focuses on a
top-down approach, first focused on the sector allocations, then using relative
value analysis to select the best securities within each sector. To select
securities, we analyze such factors as credit quality, interest rate
sensitivity and spread relationships between individual bonds.

The Fund also purchases Wrapper Agreements, which seek to offset price
fluctuations of the fixed income securities and, as a result, provide a stable
value per share for the Fund. A primary emphasis is placed on assessing the
credit quality of financial institutions that may provide a Wrapper Agreement
to the Fund. We perform proprietary credit analysis on a large universe of
issuers. We actively manage the negotiation and maintenance of these Wrapper
Agreements.

Temporary Defensive Position. We may from time to time adopt a temporary
defensive position in response to extraordinary adverse political, economic or
market events. We may invest up to 100% of the Fund's assets in short-term
obligations within one of the top two investment ratings, if the situation
warranted. These short-term obligations may not be covered by a Wrapper
Agreement. To the extent we might adopt such a position and over the course of
its duration, the Fund may not meet its goal of a high level of current income
or a stable net asset value.
- --------------------------------------------------------------------------------

Portfolio Turnover. The portfolio turnover rate measures the frequency that the
master portfolio sells and replaces the securities it holds within a given
period. Historically, this Fund has had a high portfolio turnover rate. High
turnover can increase the Fund's transaction costs, thereby lowering its
returns.
- --------------------------------------------------------------------------------

                                       8
<PAGE>

                                            A Detailed Look at PreservationPlus


RISKS

Below we set forth some of the prominent risks associated with fixed income
investing, the use of Wrapper Agreements, as well as the risks of investing in
general. Although we attempt to assess the likelihood that these risks may
actually occur and to limit them, we make no guarantee that we will succeed.

Primary Risks

Interest Rate Risk. All debt securities face the risk that the securities will
decline in value because of changes in interest rates. Generally, investments
subject to interest rate risk will decrease in value when interest rates rise
(and increase in value when interest rates fall).

Credit Risk. An investor purchasing a fixed income security faces the risk
that the value of the security may decline because the creditworthiness of the
issuer may decline or the issuer may fail to make timely payment of interest
or principal.

Wrapper Agreement Risk. Although the Fund uses Wrapper Agreements to attempt
to maintain a stable value per share, there are risks associated with the use
of Wrapper Agreements, including:

 . A Wrapper Provider could default, which could cause the Fund's share value
  to fluctuate or fall and could result in losses for plan participants who
  sell their shares.

 . The Wrapper Agreements may require the Fund to maintain a certain percentage
  of its assets in short-term investments. This could result in a lower return
  than if the Fund invested those assets in longer-term securities. The Fund
  may elect not to cover a fixed income security with a remaining maturity of
  60 days or less, cash or short-term investments with Wrapper Agreements.

 . The Wrapper Agreements generally do not protect the Fund from loss caused by
  a fixed income security issuer's default on principal or interest payments.

 . The Fund may not be able to obtain Wrapper Agreements to cover all of its
  assets.

 . If a Wrapper Provider is unable to make timely payments, the Fund's Board
  may determine the fair value of that Wrapper Agreement to be less than the
  difference between the book value and the market value, which could cause
  the Fund's net asset value to fluctuate.

 . Compared to investing in a traditional fixed income fund, the Fund trades
  the potential for capital appreciation and some yield for protection from a
  decline in the value of its holdings caused by changes in interest rates.

Market Risk. Although individual securities may outperform their market, the
entire market may decline as a result of rising interest rates, regulatory
developments or deteriorating economic conditions.

Security Selection Risk. While the Fund invests in short- to intermediate-term
securities, which by nature are relatively stable investments, the risk
remains that the securities we have selected will not perform as expected.
This could cause the Fund's returns to lag behind those of money market funds.

Liquidity Risk. Liquidity risk is the risk that a security cannot be sold
quickly at a price that reflects our estimate of its value. Because there is
no active trading market for Wrapper Agreements, the Fund's investments in the
Wrapper Agreements are considered illiquid. In an effort to minimize this
risk, the Fund limits its investments in illiquid securities, including
Wrapper Agreements, to 15% of net assets.

Pricing Risk. When price quotations for securities are not readily available,
we determine their value by the method that most accurately reflects their
current worth in the judgment of the Board of Trustees. If Wrapper Agreements
are not in place, this procedure implies an unavoidable risk, the risk that
our prices are higher or lower than the prices that the securities might
actually command if we sold them. If we have valued the securities too highly,
you may end up paying too much for Fund shares when you buy. If we
underestimate their price, you may not receive the full market value for your
Fund shares when you sell.

According to the procedures adopted by the Board of Trustees, the fair value
of the Wrapper Agreements generally will equal the difference between the book
value and the market value (plus accrued interest) of the Fund's assets. In
determining fair value, the Board will consider the creditworthiness and
ability of a Wrapper Provider to pay amounts due under the Wrapper Agreements.
If the Board of Trustees determines that a Wrapper Agreement should not be
valued this way, the net asset value of the Fund could fluctuate.

Derivative Risk. Derivatives are more volatile and less liquid than
traditional fixed income securities. Risks associated with derivatives
include:

 . the derivative may not fully offset the underlying positions;
- -------------------------------------------------------------------------------

                                       9
<PAGE>

A Detailed Look at PreservationPlus


 . the derivatives used for risk management may not have the intended effects
  and may result in losses or missed opportunities; and

 . the possibility the Fund cannot sell the derivative because of an illiquid
  secondary market.

If the fund invests in futures contracts and options on futures contracts for
non-hedging purposes, the margin and premiums required to make those
investments will not exceed 5% of the Fund's net asset value after taking into
account unrealized profits and losses on the contracts. Futures contracts and
options on futures contracts used for non-hedging purposes involve greater
risks than other investments.

MANAGEMENT OF THE FUND

Deutsche Asset Management is the marketing name for the asset management
activities of Deutsche Bank A.G., Deutsche Funds Management, Bankers Trust
Company, DB Alex Brown LLC, Deutsche Asset Management, Inc., and Deutsche Asset
Management Investment Services Limited.

Board of Trustees. The Fund's shareholders, voting in proportion to the number
of shares each owns, elect a Board of Trustees, and the Trustees supervise all
of the Fund's activities on their behalf.

Investment Adviser. Under the supervision of the Board of Trustees, Bankers
Trust Company, with headquarters at 130 Liberty Street, New York, NY 10006,
acts as the Fund's investment adviser. Bankers Trust is an indirect wholly-
owned subsidiary of Deutsche Bank A.G. As investment adviser, Bankers Trust
makes the Fund's investment decisions. It buys and sells securities for the
Fund and conducts the research that leads to the purchase and sale decisions.
The investment adviser received a fee of 0.35% of the Fund's average daily net
assets for its services in the last fiscal year.

As of September 30, 1999, Bankers Trust had total assets under management of
approximately $285 billion. Bankers Trust is dedicated to servicing the needs
of corporations, governments, financial institutions, and private clients and
has invested retirement assets on behalf of the nation's largest corporations
and institutions for more than 50 years. The scope of the firm's capability is
broad: it is a leader in both the active and passive quantitative investment
disciplines and maintains a major presence in stock and bond markets worldwide.
As of December 31, 1999, Bankers Trust managed approximately $15 billion in
stable value assets.

At a special meeting of shareholders held in 1999, shareholders of the Fund
approved a new investment advisory agreement with Deutsche Asset Management,
Inc. (formerly Morgan Grenfell Inc.). The new investment advisory agreement may
be implemented within two years of the date of the special meeting upon
approval of a majority of the members of the Board of Trustees who are not
"interested persons," generally referred to as independent trustees.
Shareholders of the Fund also approved a new sub-investment advisory agreement
among the Trust, Deutsche Asset Management, Inc. and Bankers Trust under which
Bankers Trust may perform certain of Deutsche Asset Management, Inc.'s
responsibilities, at Deutsche Asset Management, Inc.'s expense, upon approval
of the independent trustees, within two years of the date of the special
meeting. Under the new investment advisory agreement and new sub-advisory
agreement, the compensation paid and the services provided would be the same as
those under the existing advisory agreement with Bankers Trust.

Deutsche Asset Management, Inc. is located at 885 Third Avenue, 32nd Floor, New
York, New York 10022. The firm provides a full range of investment advisory
services to institutional clients. It serves as investment adviser to 11 other
investment companies and as sub-adviser to five other investment companies.

On March 11, 1999, Bankers Trust announced that it had reached an agreement
with the United States Attorney's Office in the Southern District of New York
to resolve an investigation concerning inappropriate transfers of unclaimed
funds and related record-keeping problems that occurred between 1994 and early
1996. Bankers Trust pleaded guilty to misstating entries in the bank's books
and records and agreed to pay a $63.5 million fine to state and federal
authorities. On July 26, 1999, the federal criminal proceedings were concluded
with Bankers Trust's formal sentencing. The events leading up to the guilty
pleas did not arise out of the investment advisory or mutual fund management
activities of Bankers Trust or its affiliates.

As a result of the plea, absent an order from the SEC, Bankers Trust would not
be able to continue to provide investment advisory services to the Fund. The
SEC has granted a temporary order to permit Bankers Trust and its affiliates to
continue to provide investment advisory services to registered investment
companies. There is no assurance that the SEC will grant a permanent order.

Portfolio Managers. The following portfolio managers are responsible for the
day-to-day management of the master portfolio's investments:

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

                                       10
<PAGE>

                                             A Detailed Look at PreservationPlus

Eric Kirsch, CFA

 . Portfolio Manager of the master portfolio since its inception.

 . Joined the investment adviser in 1980.

 . Head of the Stable Value investment group.

Louis R. D'Arienzo

 . Portfolio Manager of the fixed income portion of the master portfolio since
  its inception.

 . Joined the investment adviser in 1981.

 . Portfolio Manager in the Structured Fixed Income investment group.

John D. Axtell

 . Portfolio Manager of the Wrapper Agreements in the master portfolio since its
  inception.

 . Joined the investment adviser in 1990.

 . Portfolio Manager in the Stable Value investment group.

Other Services. Bankers Trust provides administrative services--such as
portfolio accounting, legal services and others--for the Fund. In addition,
Bankers Trust--or your service agent--performs the functions necessary to
establish and maintain your account. In addition to setting up the account and
processing your purchase and sale orders, these functions include:

 . keeping accurate, up-to-date records for your individual Fund account;

 . implementing any changes you wish to make in your account information;

 . processing your requests for cash dividends and distributions from the Fund;

 . answering your questions on the Fund's investment performance or
  administration;

 . sending proxy reports and updated prospectus information to you; and

 . collecting your executed proxies.

Service agents include brokers, financial advisors or any other bank, dealer or
other institution that has a sub-shareholder servicing agreement with Bankers
Trust. Service agents may charge additional fees to investors only for those
services not otherwise included in the Bankers Trust servicing agreement, such
as cash management, or special trust or retirement-investment reporting.

Organizational Structure. The Fund is a "feeder fund" that invests all of its
assets in a "master portfolio," the PreservationPlus Portfolio. The Fund and
the master portfolio have the same investment objective. The master portfolio
is advised by Bankers Trust, an indirect wholly-owned subsidiary of Deutsche
Bank A.G.

The master portfolio may accept investments from other feeder funds. The
feeders bear the master portfolio's expenses in proportion to their assets.
Each feeder can set its own transaction minimums, fund-specific expenses, and
other conditions. This arrangement allows the Fund's Trustees to withdraw the
Fund's assets from the master portfolio if they believe doing so is in the
shareholders' best interests. If the Trustees withdraw the Fund's assets, they
would then consider whether the Fund should hire its own investment adviser,
invest in a different master portfolio or take other action.

CALCULATING THE FUND'S SHARE PRICE

We calculate the daily price of a Fund's shares (also known as the "net asset
value" or "NAV") in accordance with the standard formula for valuing mutual
fund shares at the close of regular trading on the New York Stock Exchange
every day the Exchange is open for business. The formula calls for deducting
all of a Fund's liabilities from the total value of its assets--the market
value of the securities it holds, plus its cash reserves--and dividing the
result by the number of shares outstanding.

We value the securities in the Fund at their stated market value if price
quotations are available. When price quotations for a particular security are
not readily available, we determine their value by the method that most
accurately reflects their current worth in the judgment of the Board of
Trustees. You can find the Fund's daily share price in the mutual fund listings
of most major newspapers.

According to the procedures adopted by the Board of Trustees, the fair value of
the Wrapper Agreements generally will equal the difference between the book
value and the market value (plus accrued interest) of the Fund's assets. In
determining fair value, the Board will consider the creditworthiness and
ability of a Wrapper Provider to pay amounts due under the Wrapper Agreements.
- --------------------------------------------------------------------------------

The Exchange is open every week, Monday through Friday, except when the
following holidays are celebrated: New Year's Day, Martin Luther King, Jr. Day
(the third Monday in January), Presidents' Day (the third Monday in February),
Good Friday, Memorial Day (the last Monday in May), Independence Day (July
4th), Labor Day (the first Monday in September), Thanksgiving Day (the fourth
Thursday in November) and Christmas Day.
- --------------------------------------------------------------------------------

                                       11
<PAGE>

A Detailed Look at PreservationPlus


DIVIDENDS AND DISTRIBUTIONS

Income dividends, if any, for the Fund are declared daily and paid monthly. The
Fund reserves the right to include in the daily dividend any short-term capital
gains on securities that it sells.
Also, the Fund will normally declare and pay annually any long-term capital
gains as well as any short-term capital gains that it did not distribute during
the year.

On occasion, the dividends the Fund distributes may differ from the income the
Fund earns. When the Fund's income exceeds the amount distributed to
shareholders, the Fund may make an additional distribution. When an additional
distribution is necessary, the Board of Trustees may declare a reverse stock
split to occur at the same time the additional distribution is made. Making the
additional distribution simultaneously with the reverse stock split will
minimize fluctuations in the net asset value of the Fund's shares.

We automatically reinvest all dividends and capital gains, if any, unless you
elect to receive your distributions in cash.

TAX CONSIDERATIONS

The Fund does not ordinarily pay income taxes. You and other shareholders pay
taxes on the income or capital gains from the Fund's holdings. 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.

Because each participant's tax circumstances are unique and because the tax
laws governing plans are complex and subject to change, we recommend that you
consult your plan administrator, your plan's Summary Plan Description, and/or
your tax advisor about the tax consequences of your participation in your plan
and of any plan contributions or withdrawals.
- --------------------------------------------------------------------------------

A reverse stock split reduces the number of total shares the Fund has
outstanding. The market value of the shares will be the same after the stock
split as before the split, but each share will be worth more.

BUYING AND SELLING FUND SHARES

The Fund does not sell its shares directly to the public. The Fund offers
shares only to certain participant-directed employee benefit plans. These
benefit plans may own the Fund's shares: 1) directly or 2) indirectly through
other investment vehicles such as an insurance company separate account or bank
collective fund, which offer the Fund as an investment option to its
participants.

Benefit plans investing in the Fund must limit their participants' ability to
direct a withdrawal from the Fund to the following circumstances:

 . upon the plan participant's death, retirement, disability or termination;

 . to fund plan participant loans and other "in service" withdrawals made
  pursuant to the terms of the plan; and

 . for transfers to other plan investment options that are not competing 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.

How To Receive Account Information

 . If you are a plan participant, you should contact your plan administrator or
  the organization that provides record-keeping services for information about
  your account.

 . If you are a plan administrator or fiduciary, you should call 1-800-677-7596
  for information about the plan's account with the Fund.

Our representatives are available to assist you personally Monday through
Friday, 9:00 a.m. to 7:00 p.m., Eastern time each day the New York Stock
Exchange is open for business. You can reach the Service Center's automated
assistance line 24 hours a day, 7 days a week.

Transactions in Fund Shares

Each plan has different provisions about how and when their participants may
buy, sell and exchange Fund shares. The plan administrator is responsible for
communicating participants' instructions to the Fund. Plan participants should
contact their plan administrator to effect transactions in the Fund.

Important Information About Buying and Selling Shares

 . After receiving a plan's order, the Fund buys or sells shares at the next
  price calculated on any day the Fund is open for business.
- --------------------------------------------------------------------------------

                                       12
<PAGE>

                                          A Detailed Look at of PreservationPlus


 . Unless otherwise instructed, the Fund normally makes payment of the proceeds
  from the sale of plan shares the next business day but always within seven
  days.

 . The redemption fee does not apply to exchanges into another class of shares
  of the Fund, into another investment company or other entity that invests
  exclusively in the master portfolio.

 . The Fund remits proceeds from the sale of shares in U.S. dollars for
  redemption requests up to $500,000 or 1% of the Fund's NAV, whichever is
  less, during any 90-day period for any one shareholder. The Fund may redeem
  "in kind" if a redemption request is larger than the lesser of $500,000 or 1%
  of the Fund's NAV. The Fund may also redeem "in kind" if a redemption request
  is not directed by a plan participant and is made on less than twelve months'
  notice. In these situations, the Fund may require additional information.

 . The Fund does not issue share certificates.

 . The Fund may request additional information about the plan when an order to
  redeem 5% or more of a plan's assets is received.

 . Sales orders not directed by plan participants and received on less than
  twelve months prior written notice are subject to a 2% redemption fee.

 . We reserve the right to reject purchases of Fund shares (including exchanges)
  for any reason. We will reject purchases if we conclude that the purchaser
  may be investing only for the short-term.

 . We reserve the right to reject purchases of Fund shares (including exchanges)
  or to suspend or postpone redemptions at times when both the New York Stock
  Exchange and the Fund's custodian are closed.
- --------------------------------------------------------------------------------

                                       13
<PAGE>

A Detailed Look at PreservationPlus

The table below provides a picture of the Institutional Service Class'
financial performance since its inception. The information selected reflects
financial results for a single Fund share. The total returns in the table
represent the rate of return that an investor would have earned on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Ernst & Young LLP whose
report, along with the Fund's financial statements, is included in the Fund's
annual report. The annual report is available free of charge by calling the
Service Center at 1-800-677-7596.

 Financial Highlights

<TABLE>
<CAPTION>
                                                             For the period
                                           For the year     April 1, 1998/1/
                                              Ended             through
                                        September 30, 1999 September 30, 1998
  <S>                                   <C>                <C>
  Per Share Operating Performance:
  Net Asset Value, Beginning of Period       $  10.00           $  10.00
 ----------------------------------------------------------------------------
  Income from Investment Operations
  Net Investment Income                          0.54               0.28
 ----------------------------------------------------------------------------
  Distributions to Shareholders
  Net Investment Income                         (0.54)             (0.28)
 ----------------------------------------------------------------------------
  Net Realized Gains/3/                         (0.05)               --
 ----------------------------------------------------------------------------
  Reverse Stock Split/3/                         0.05                --
 ----------------------------------------------------------------------------
  Net Asset Value, End of Period             $  10.00           $  10.00
 ----------------------------------------------------------------------------
  Total Investment Return                       5.50%           5.78%/2/
 ----------------------------------------------------------------------------
  Supplemental Data and Ratios:
  Net Assets, End of Period (000s
  omitted)                                   $114,935           $ 55,137
 ----------------------------------------------------------------------------
  Ratios to Average Net Assets:
  Net Investment Income                         5.43%           5.66%/2/
 ----------------------------------------------------------------------------
  Net Expenses, Including Expenses of
  the PreservationPlus Portfolio                0.55%           0.55%/2/
 ----------------------------------------------------------------------------
  Decrease Reflected in Above Expense
  Ratio Due to Fees Waived/Expenses
  Reimbursed by Bankers Trust                   0.28%           0.39%/2/
 ----------------------------------------------------------------------------
  Portfolio Turnover Rate/4/                     291%            428%/5/
 ----------------------------------------------------------------------------
</TABLE>

/1/Commencement of operations.

/2/Annualized.

/3/In order to comply with requirements of the Internal Revenue Code applica-
ble to regulated investment companies, the Fund is required to distribute ac-
cumulated net realized gains, if any, on a annual basis. When such distribu-
tions are made, the immediate impact is a corresponding reduction in the net
asset value per share of each class of the Fund. Given the objective of the
Fund to maintain a stable net asset value of $10 per share, the Fund intends
to declare a reverse stock split immediately subsequent to any such distribu-
tions at a rate that will cause the total number of shares held by each share-
holder, including shares acquired on reinvestment of that distribution, to re-
main the same as before the distribution was paid and in effect reinstate a
net asset value of $10 per share.

On December 4, 1998, the Fund declared a capital gain distribution of $0.05
per share and a corresponding reverse stock split of .995 per share. There was
no effect on the value of the total holdings of each shareholder (assuming re-
investment of such distributions) as a result of this activity.

/4/The portfolio turnover rate is the rate for the master portfolio, into
which the Fund invests its assets.

/5/For the period October 1, 1997 to September 30, 1998.
- -------------------------------------------------------------------------------

                                      14
<PAGE>

                       This page intentionally left blank
<PAGE>



Additional information about the Fund's investments is available in the
Fund's annual and semi-annual reports to shareholders. In the Fund's annual
report, you will find a discussion of the market conditions and investment
strategies that significantly affected the Fund's performance during its
last fiscal year.

You can find more detailed information about the Fund in the current
Statement of Additional Information, dated January 31, 2000, which we have
filed electronically with the Securities and Exchange Commission (SEC) and
which is incorporated by reference. To receive your free copy of the
Statement of Additional Information, the annual or semi-annual report, or
if you have questions about investing in the Fund, write to us at:

                   Service Center
                   P.O. Box 219210
                   Kansas City, MO 64121-9210
Or call our toll-free number: 1-800-677-7596

You can find reports and other information about the Fund on the EDGAR
Database on the SEC's website (http://www.sec.gov), or you can get copies
of this information, after payment of a duplicating fee, by electronic
request at [email protected] or by writing to the Public Reference Section
of the SEC, Washington, D.C. 20549-0102. Information about the Fund,
including its Statement of Additional Information, can be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. For
information on the Public Reference Room, call the SEC at 202-942-8090.

PreservationPlus
BT Pyramid Mutual Funds

Distributed by:
ICC Distributors, Inc.                                          CUSIP
Two Portland Square                                             #055847826
Portland, ME 04101                                              485PRO (1/00)
                                                                811-6576
<PAGE>



                                             STATEMENT OF ADDITIONAL INFORMATION

                                                                January 31, 2000

BT Pyramid Mutual Funds
                                                             Institutional Class
Equity Appreciation
formerly BT Investment Equity Appreciation Fund

BT Pyramid Mutual Funds (the "Trust") is an open-end management investment
company that offers investors a selection of investment portfolios, each having
distinct investment objectives and policies. This Statement of Additional
Information ("SAI") relates to Equity Appreciation -- Institutional Class (the
"Fund") which seeks long-term capital growth through investment primarily in
stocks and other securities with equity characteristics of medium-sized
companies with a strong growth potential.

The Fund is sold by ICC Distributors, Inc. ("ICC Distributors"), the Trust's
Distributor, to clients and customers (including affiliates and correspondents)
of Bankers Trust Company ("Bankers Trust"), the Fund's investment adviser
("Adviser"), and to clients and customers of other organizations.  As
appropriate, references to the Adviser herein apply to any sub-adviser which may
have day-to-day investment management responsibility of the Fund.

This SAI is not a prospectus and is only authorized for distribution when
preceded or accompanied by the Fund's Prospectus dated January 31, 2000. This
SAI is intended to provide additional information regarding the activities and
operations of the Trust and should be read in conjunction with the Prospectus.
Each Prospectus provides the basic information investors should know before
investing. You may request a copy of a prospectus or a paper copy of this SAI,
if you have received it electronically, free of charge by calling the Trust at
the telephone number listed below or by contacting any Banker's Trust Service
Agent (which is any broker, financial advisor, bank, dealer or other institution
or financial intermediary that has a sub-shareholder servicing agreement with
Bankers Trust). Capitalized terms not otherwise defined in this SAI have the
meanings accorded to them in the Fund's Prospectus. The financial statements for
the Fund for the fiscal period ended September 30, 1999, are incorporated herein
by reference to the Annual Report to shareholders for the Fund dated September
30, 1999. A copy of the Fund's Annual Report may be obtained without charge by
calling the Fund at the telephone number listed below.

                             BANKERS TRUST COMPANY
                     Investment Adviser and Administrator

                            ICC DISTRIBUTORS, INC.
                                  Distributor
                              Two Portland Square
                             Portland, Maine 04101
                                1-800-730-1313
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                   <C>
INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS....................................................    3
 Investment  Objective.............................................................................    3
 Investment Policies...............................................................................    3
 Futures Contracts and Options on Futures Contracts................................................    9
 Additional Risk Factors...........................................................................   15
 Investment Restrictions...........................................................................   17
 Brokerage Commissions.............................................................................   20
PERFORMANCE INFORMATION............................................................................   22
 Standard Performance Information..................................................................   22
 Comparison of Fund Performance....................................................................   23
 Economic and Market Information...................................................................   24
VALUATION OF SECURITIES; REDEMPTIONS AND PURCHASES IN-KIND.........................................   24
 Purchase of Shares................................................................................   26
 Additional Information About Buying Shares........................................................   28
 Redemption of Shares..............................................................................   26
 Additional Information About Selling Shares.......................................................   29
 Exchange Privilege................................................................................   29
 Your Service Agent will receive a written confirmation of each exchange transaction...............   30
MANAGEMENT OF THE TRUST............................................................................   28
 Trustees of the Trust and Portfolios..............................................................   28
 Officers of the Trusts and Portfolio..............................................................   30
 Trustee Compensation Table........................................................................   30
 Code of Ethics....................................................................................   31
 Investment Adviser................................................................................   32
 Administrator.....................................................................................   33
 Distributor.......................................................................................   33
 Service Agent.....................................................................................   33
 Custodian and Transfer Agent......................................................................   34
 Use of Name.......................................................................................   37
 Banking Regulatory Matters........................................................................   34
 Counsel and Independent Accountants...............................................................   35
ORGANIZATION OF THE TRUST..........................................................................   35
TAXATION...........................................................................................   36
 Dividends and Distributions.......................................................................   36
 Taxation of the Fund..............................................................................   36
 Foreign Securities................................................................................   37
 Sale of Shares....................................................................................   37
 Foreign Withholding Taxes.........................................................................   38
 Backup Withholding................................................................................   38
 Foreign Shareholders..............................................................................   38
 Other Taxation....................................................................................   38
FINANCIAL STATEMENTS...............................................................................   38
APPENDIX...........................................................................................   40
</TABLE>

                                       2
<PAGE>


                Investment Objective, Policies And Restrictions

                             Investment Objective

The Fund's investment objective is long term capital growth.  The Fund seeks
this objective by investing a majority of its assets in the stock and other
securities with equity characteristics of medium-sized U.S. companies. There can
be no assurances that the investment objective of the Fund  will be achieved.

                              Investment Policies

The following is a discussion of the various investments of and techniques
employed by the Fund:

Equity Investments. The Fund invests primarily in common stock and other
securities with equity characteristics, such as trust or limited partnership
interests, rights and warrants. These investments may or may not pay dividends
and may or may not carry voting rights. The Fund may also invest in convertible
securities when, due to market conditions, it is more advantageous to obtain a
position in an attractive company by purchase of its convertible securities than
by purchase of its common stock. The convertible securities in which the Fund
invests may include any debt securities or preferred stock which may be
converted into common stock or which carries the right to purchase common stock.
Convertible securities entitle the holder to exchange the securities for a
specified number of shares of common stock, usually of the same company, at
specified prices within a certain period of time and to receive interest or
dividends until the holder elects to exercise the conversion privilege. Since
the Fund invests in both common stock and convertible securities, the risks of
the general equity markets may be tempered to a degree by the Fund's investments
in convertible securities which are often not as volatile as equity securities.

Short-Term Instruments. The Fund intends to stay invested in the securities
described above to the extent practical in light of its objective and long-term
investment perspective. However, the Fund's assets may be invested in short-term
instruments with remaining maturities of 397 days or less, or in money market
mutual funds, to meet anticipated redemptions and expenses or for day-to-day
operating purposes and up to 100% of its assets when, in Bankers Trust's
opinion, it is advisable to adopt a temporary defensive position because of
unusual and adverse conditions affecting the equity markets. In addition, when
the Fund experiences large cash inflows through the sale of securities, and
desirable equity securities that are consistent with the Fund's investment
objective are unavailable in sufficient quantities or at attractive prices, the
Fund may hold short-term investments for a limited time pending availability of
such equity securities. Short-term instruments consist of U.S. and non-U.S.: (i)
short-term obligations of sovereign governments, their agencies,
instrumentalities, authorities or political subdivisions; (ii) other short-term
debt securities rated Aa or higher by Moody's Investors Service, Inc. ("Moody's"
or AA or higher by Standard & Poor's Ratings Group ("S&P" or, if unrated, of
comparable quality in the opinion of Bankers Trust; (iii) commercial paper; (iv)
bank obligations, including negotiable certificates of deposit, time deposits
and bankers' acceptances; and (v) repurchase agreements. At the time the Fund
invests in commercial paper, bank obligations or repurchase agreements, the
issuer or the issuer's parent must have outstanding debt rated Aa or higher by

                                       3
<PAGE>

Moody's or AA or higher by S&P or outstanding commercial paper or bank
obligations rated Prime-1 by Moody's or A-1 by S&P; or, if no such ratings are
available, the instrument must be of comparable quality in the opinion of
Bankers Trust. These instruments may be denominated in U.S. dollars or in
foreign currencies.

ADRs, GDRs and EDRs. American Depositary Receipts ("ADRs"), Global Depositary
Receipts ("GDRs"), and European Depositary Receipts ("EDRs") are certificates
evidencing ownership of shares of a foreign-based issuer held in trust by a bank
or similar financial institution. Designed for use in U.S., international and
European securities markets, respectively, ADRs, GDRs and EDRs are alternative
to the purchase of the underlying securities in their national markets and
currencies. ADRs, GDRs and EDRs are subject to the same risks as the foreign
securities to which they relate.

Illiquid Securities. Historically, illiquid securities have included securities
subject to contractual or legal restrictions on resale because they have not
been registered under the Securities Act of 1933, as amended (the "1933 Act"),
securities which are otherwise not readily marketable and repurchase agreements
having a remaining maturity of longer than seven days. Securities which have not
been registered under the 1933 Act are referred to as private placements or
restricted securities and are purchased directly from the issuer or in the
secondary market. Mutual funds do not typically hold a significant amount of
these restricted or other 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 restricted or other 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 such
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.

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, 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 of 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 regulation 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.

Rule 144A Securities are securities in the United States that are not registered
for sale under federal securities laws but which can be resold to institutions
under SEC Rule 144A. Provided that a dealer or institutional trading market in
such securities exists, these restricted securities are

                                       4
<PAGE>

treated as exempt from the 15% limit on illiquid securities. Under the
supervision of the Board of Trustees of the Portfolio, the Adviser determines
the liquidity of restricted securities and, through reports from the Adviser,
the Board will monitor trading activity in restricted securities. If
institutional trading in restricted securities were to decline, the liquidity of
the Fund could be adversely affected.

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 Fund may purchase securities on
a when-issued or delayed delivery basis. Delivery of and payment for these
securities may take place as long 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 Fund until
settlement takes place. The Fund identifies, as part of a segregated account,
cash or liquid securities in an amount at least equal to these commitments.

Investment in other Investment Companies. With respect to certain countries in
which capital markets are either less developed or not easily accessed,
investments by the Fund may be made through investment in other investment
companies that in turn are authorized to invest in the securities of such
countries. Investment in other investment companies is limited in amount by the
Investment Company Act of 1940, as amended (the "1940 Act"), will involve the
indirect payment of a portion of the expenses, including advisory fees, of such
other investment companies and may result in a duplication of fees and expenses.

Lending of Portfolio Securities. The Fund has the authority to lend up to 30% of
the total value of its portfolio securities to brokers, dealers and other
financial organizations. The Fund will not lend securities to Bankers Trust, ICC
Distributors or their affiliates. By lending its securities, the Fund can
increase its income by continuing to receive interest on the loaned securities
as well as by either investing the cash collateral in short-term securities or
obtaining yield in the form of interest paid by the borrower when U.S.
government obligations are used as collateral. During the term of the loan, the
Fund continues to bear the risk of fluctuation in the price of the loaned
securities. There may be risks of delay in receiving additional collateral or
risks of delay in recovery of the securities or even loss of rights in the
collateral should the borrower of the securities fail financially. The Fund will
adhere to the following conditions whenever its securities are loaned: (i) the
Fund must receive at least 100 percent cash collateral or equivalent securities
from the borrower; (ii) the borrower must increase this collateral whenever the
market value of the securities including accrued interest rises above the level
of the collateral; (iii) the Fund must be able to terminate the loan at any
time; (iv) the Fund must receive reasonable interest on the loan, as well as any
dividends, interest or other distributions on the loaned securities, and any
increase in market value; (v) the Fund may pay only reasonable custodian fees in
connection with the loan; and (vi) voting rights on the loaned securities may
pass to the borrower; provided, however, that if a material event adversely
affecting the investment occurs, the Board of Trustees must terminate the loan
and regain the right to vote the securities. Cash collateral may be invested in
a money market fund managed by Bankers Trust (or its affiliates)

                                       5
<PAGE>

and Bankers Trust may serve as a Portfolio's lending agent and may share in
revenue received from securities lending transactions as compensation for this
service.

Repurchase Agreements. In a repurchase agreement the Fund buys a security and
simultaneously agrees to sell it back at a higher price at a future date. In the
event of the bankruptcy of the other party to either a repurchase agreement or a
securities loan, the Fund could experience delays in recovering either its cash
or the securities it lent. To the extent that, in the meantime, the value of the
securities repurchased had decreased or the value of the securities lent had
increased, the Fund could experience a loss. In all cases, Bankers Trust must
find the creditworthiness of the other party to the transaction satisfactory. A
repurchase agreement is considered a collateralized loan under the 1940 Act.

Derivatives. The Fund may invest in various instruments 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 investment, 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 and options
are commonly used for traditional hedging purposes to attempt to protect a fund
from exposure to changing interest rates, securities prices, or currency
exchange rates and 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 effects 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. The Adviser will use
derivatives only in circumstances where they offer the most efficient means of
improving the risk/reward profile of the Fund and when consistent with the
Fund's investment objective and policies. The use of derivatives for non-hedging
purposes may be considered speculative.

Options on Securities. The Fund may write and purchase put and call options on
stocks. A call option gives the purchaser of the option the right to buy, and
obligates the writer to sell, the underlying stock at the exercise price at any
time during the option period. Similarly, a put option gives the purchaser of
the option the right to sell, and obligates the writer to buy, the underlying
stock at the exercise price at any time during the option period. The Fund may
also write (sell) covered call and put options to a limited extent on its
portfolio securities ("covered options") in an attempt to increase income.
However, the Fund 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 written by the Fund.

When the Fund writes a covered call option, it gives the purchaser of the option
the right to buy the underlying security at the price specified in the option
(the "exercise price") by exercising the option at any time during the option
period. If the option expires unexercised, the Fund 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 Fund has no control, the Fund must sell the
underlying security to the option holder at the exercise price. By writing a
covered call option, the Fund forgoes, in exchange for the premium less the
commission ("net premium"), the opportunity to

                                       6
<PAGE>

profit during the option period from an increase in the market value of the
underlying security above the exercise price. In addition the Fund may continue
to hold a stock which might otherwise have been sold to protect against
depreciation in the market price of the stock.

A put option sold by the Fund is covered when, among other things, cash or
securities acceptable to the broker are placed in a segregated account to
fulfill the obligations undertaken.

When the Fund writes a covered put option, it gives the purchaser of the option
the right to sell the underlying security to the Fund at the specified exercise
price at any time during the option period. If the option expires unexercised,
the Fund will realize income in the amount of the premium received for writing
the option. If the put option is exercised, a decision over which the Fund has
no control, the Fund must purchase the underlying security from the option
holder at the exercise price. By writing a covered put option, the Fund, in
exchange for the net premium received, accepts the risk of a decline in the
market value of the underlying security below the exercise price. The Fund will
only write put options involving securities for which a determination is made at
the time the option is written that the Fund wishes to acquire the securities at
the exercise price.

The Fund 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 Fund will realize a profit or loss for a closing purchase
transaction if the amount paid to purchase an 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 Fund, may make a "closing sale
transaction" which involves liquidating the Fund's position by selling the
option previously purchased. Where the Fund 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 Fund writes an option, an amount equal to the net premium received by
the Fund is included in the liability section of the Fund's 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
written. 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 price. If
an option expires on its stipulated expiration date or if the Fund enters into a
closing purchase transaction, the Fund will realize a gain (or loss if the cost
of a closing purchase transaction exceeds the 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 Fund 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 Fund.

The Fund may purchase call and put options on any securities in which it may
invest. The Fund 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 Fund, in exchange for the premium paid, to purchase a security
at a specified price during the option period. The Fund would

                                       7
<PAGE>

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 Fund 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 Fund, in exchange for the premium paid, to sell a security, which
may or may not be held in the Fund'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 Fund's holdings. Put options
also may be purchased by the Fund for the purpose of affirmatively benefiting
from a decline in the price of securities which the Fund does not own. The Fund
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 hours of trading for options on securities may not conform to the hours
during which the underlying securities are traded. To the extent that 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 cannot 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 Fund may engage in over-the-counter options transactions with broker-dealers
who make markets in these options. 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 Fund will purchase
such options only from broker-dealers who are primary 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. The Adviser will monitor the creditworthiness of
dealers with which the Fund enters into such options transactions under the
general supervision of the Fund's Trustees. The Fund intends to treat OTC
Options purchased and the assets used to "cover" OTC Options written as not
readily marketable and therefore subject to the limitations described in
"Investment Restrictions."

Options on Securities Indices. In addition to options on securities, the Fund
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 during the
term of the option based upon the difference between the exercise price and the
value of the index. Such options will be used for the purposes described above
under "Options on Securities."

The Fund may, to the extent allowed by federal and state securities laws, invest
in securities indices instead of investing directly in individual foreign
securities.

                                       8
<PAGE>

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 Fund
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 Fund 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 Fund'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.

              Futures Contracts and Options on Futures Contracts

General. The successful use of futures contracts and options thereon draws upon
the Adviser's skill and experience with respect to such instruments and usually
depends on the Adviser's ability to forecast interest rate and currency exchange
rate movements correctly. Should interest or exchange rates move in an
unexpected manner, the Fund may not achieve the anticipated benefits of futures
contracts or options on futures contracts 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 on
futures contracts and movements in the price of the securities and currencies
hedged or used for cover will not be perfect and could produce unanticipated
losses.

Futures Contracts. Futures contracts are contracts to purchase or sell a fixed
amount of an underlying instrument, commodity or index at a fixed time and place
in the future. U.S. futures contracts have been designed by exchanges which have
been designated "contracts markets" by the Commodity Futures Trading Commission
("CFTC"), and must be executed through a futures commission merchant, or
brokerage firm, which 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 members of the exchange. The Fund may enter into contracts for the purchase
or sale for future delivery of fixed-income securities, foreign currencies or
financial indices including any index of U.S. Government Securities, foreign
government securities or corporate debt securities. The Fund may enter into
futures contracts which are 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,
Treasury Notes, government National Mortgage Association modified pass-through
mortgage-backed securities and three-month U.S. Treasury Bills. The Fund may
also enter into futures contracts which are based on bonds issued by governments
other than the U.S. government.

At the same time a futures contract is purchased or sold, the Fund must allocate
cash or securities as a deposit payment. Daily thereafter, the futures contract
is valued and the payment of "variation margin" may be required, since each day
the Fund would provide or receive cash that reflects any decline or increase in
the contract's value.

                                       9
<PAGE>

At the time of delivery of securities pursuant to such a 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 (other than those that settle in cash such as index
futures) by their terms call for the actual delivery or acquisition of
securities, in most cases the contractual obligation is fulfilled by offset
before the 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) in the identical futures contract on the
commodities exchange on which the futures contract was entered into (or a linked
exchange) 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 Fund will incur brokerage fees when it enters into
futures contracts.

The assets in the segregated asset account maintained to cover the Fund's
obligations with respect to such futures contracts will consist of cash or
securities acceptable to the broker 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
Fund 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 deposit and
variation margin requirements. Rather than meeting additional variation margin
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on most
participants entering into offsetting transactions rather than making or taking
delivery. To the extent that many 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 or currency exchange rate trends by
the Adviser 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 Fund, if the Adviser's investment
judgment about the general direction of interest rates is incorrect, the Fund's
overall performance would be poorer than if it had not entered into any such
contract. For example, if the Fund has hedged against the possibility of an
increase in interest rates which would adversely affect the price of debt
securities held in its portfolio and interest rates decrease instead, the Fund
will lose part or all of the benefit of the increased value of its debt
securities which it has hedged because it will have offsetting losses in its
futures positions. In addition, in such situations, if the Fund has insufficient
cash, it may have

                                       10
<PAGE>

to sell debt securities from its portfolio to meet daily variation margin
requirements. Such sales of bonds may be, but will not necessarily be, at
increased prices which reflect the rising market. The Fund may have to sell
securities at a time when it may be disadvantageous to do so.

Options on Futures Contracts. The Fund may purchase and write 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.  For example, when the Fund
is not fully invested it may purchase a call option on an interest rate
sensitive futures contract to hedge against a potential price increase on debt
securities due to declining interest rates.  The purchase of a put option on a
futures contract is similar in some respects to the purchase of protective put
options on portfolio securities. For example, the Fund may purchase a put option
on an interest rate sensitive futures contract to hedge its portfolio against
the risk of a decline in the price of debt securities and to rising interest
rates.

The writing of a call option on a futures contract may constitute a partial
hedge against declining prices of fund securities which are the same as or
correlate with the security or foreign currency which is deliverable upon
exercise of the futures contract. If the futures price at expiration of the
option is below the exercise price, the Fund will retain the full amount of the
option premium which provides a partial hedge against any decline that may have
occurred in the Fund's holdings. The writing of a put option on a futures
contract may constitute a partial hedge against increasing prices of the
intended portfolio securities which are the same as or correlate with the
security or foreign currency which is deliverable upon exercise of the futures
contract. If the futures price at expiration of the option is higher than the
exercise price, the Fund will retain the full amount of the option premium which
provides a partial hedge against any increase in the price of securities which
the Fund intends to purchase. If a put or call option the Fund has written is
exercised, the Fund will incur a loss which will be reduced by the amount of the
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, the Fund's losses from existing options on futures may to some extent
be reduced or increased by changes in the value of portfolio securities.

The amount of risk the Fund 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.

Futures Contracts on Stock Indices. The Fund may enter into futures contracts
providing for the making and acceptance of a cash settlement based upon changes
in the value of an index of domestic or foreign securities. This investment
technique is designed only to hedge against anticipated future change in general
market prices which otherwise might either adversely affect the value of
securities held by the Fund or adversely affect the prices of securities which
are intended to be purchased at a later date for the Fund. In general, each
transaction in futures contracts involves the establishment of a position which
the Adviser believes will move in a direction opposite to that of the investment
being hedged. If these hedging transaction are

                                       11
<PAGE>

successful, the futures positions taken for the Fund will rise in value by
amount which approximately offsets the decline in value of the portion of the
Fund's investments that are being hedged. Should general market prices move in
an unexpected manner, the full anticipated benefits of Futures Contracts may not
be achieved or a loss may be realized.

Although futures contracts on securities indices would be entered into for
hedging purposes only, such transactions do involve certain risks. These risks
could include a lack of correlation between the futures contract and the equity
market being hedged, and incorrect assessments of market trends which may result
in poorer overall performance than if a futures contract had not been entered
into.

Options on Foreign Currencies. The Fund may purchase and write options on
foreign currencies for hedging purposes in a manner similar to that in which
futures contracts on foreign currencies, or forward contracts, will be utilized.
For example, a decline in the dollar value of a foreign currency in which
portfolio securities are denominated will reduce the dollar value of such
securities, even if their value in the foreign currency remains constant. In
order to protect against such diminutions in the value of portfolio securities,
the Fund may purchase put options on the foreign currency. If the value of the
currency does decline, the Fund will have the right to sell such currency for a
fixed amount in dollars and will thereby offset, in whole or in part, the
adverse effect on its portfolio which otherwise would have resulted.

Conversely, where a rise in the dollar value of a currency in which securities
to be acquired are denominated is projected, thereby increasing the cost of such
securities, the Fund may purchase call options thereon. The purchase of such
options could offset, at least partially, the effects of the adverse movements
in exchange rates. As in the case of other types of options, however, the
benefit to the Fund deriving from purchases of foreign currency options will be
reduced by the amount of the premium and related transaction costs. In addition,
where currency exchange rates do not move in the direction or to the extent
anticipated, the Fund could sustain losses on transactions in foreign currency
options which would require it to forego a portion or all of the benefits of
advantageous changes in such rates.

The Fund may write options on foreign currencies for the same types of hedging
purposes. For example, where the Fund anticipates a decline in the dollar value
of foreign currency denominated securities due to adverse fluctuations in
exchange rates it could, instead of purchasing a put option, write a call option
on the relevant currency. If the expected decline occurs, the options will most
likely not be exercised, and the diminution in value of portfolio securities
will be offset by the amount of the premium received.

Similarly, instead of purchasing a call option to hedge against an anticipated
increase in the dollar cost of securities to be acquired, the Fund could write a
put option on the relevant currency which, if rates move in the manner
projected, will expire unexercised and allow the Fund to hedge such increased
cost up to the amount of the premium. As in the case of other types of options,
however, the writing of a foreign currency option will constitute only a partial
hedge up to the amount of the premium, and only if rates move in the expected
direction. If this does not occur, the option may be exercised and the Fund
would be required to purchase or sell the underlying currency at a loss which
may not be offset by the amount of the premium. Through the writing of options
on foreign currencies, the Fund also may be required to forego all or a

                                       12
<PAGE>

portion of the benefits which might otherwise have been obtained from favorable
movements in exchange rates.

The Fund may write covered call options on foreign currencies. A call option
written on a foreign currency by the Fund is "covered" if the Fund owns the
underlying foreign currency covered by the call or has an absolute and immediate
right to acquire that foreign currency without additional cash consideration (or
for additional cash consideration held in a segregated account by its Custodian)
upon conversion or exchange of other foreign currency held in its portfolio. A
call option is also covered if the Fund has a call on the same foreign currency
and in the same principal amount as the call written where the exercise price of
the call held (a) is equal to or less than the exercise price of the call
written or (b) is greater than the exercise price of the call written if the
difference is maintained by the Fund in cash or liquid securities in a
segregated account with its custodian.

The Fund also may write call options on foreign currencies that are not covered
for cross-hedging purposes. A call option on a foreign currency is for cross-
hedging purposes if it is not covered, but is designed to provide a hedge
against a decline in the U.S. dollar value of a security which the Fund owns or
has the right to acquire and which is denominated in the currency underlying the
option due to an adverse change in the exchange rate. In such circumstances, the
Fund collateralizes the option by maintaining in a segregated account with its
custodian, cash or securities in an amount not less than the value of the
underlying foreign currency in U.S. dollars marked to market daily.

There is no assurance that a liquid secondary market on an options exchange will
exist for any particular option, or at any particular time. If the Fund is
unable to effect a closing purchase transaction with respect to covered options
it has written, the Fund will not be able to sell the underlying currency or
dispose of assets held in a segregated account until the options expire or are
exercised. Similarly, if the Fund is unable to effect a closing sale transaction
with respect to options it has purchased, it would have to exercise the options
in order to realize any profit and will incur transaction costs upon the
purchase or sale of underlying currency. The Fund pays brokerage commissions or
spreads in connection with its options transactions.

As in the case of forward contracts, certain options on foreign currencies are
traded over-the-counter and involve liquidity and credit risks which may not be
present in the case of exchange-traded currency options. The Fund's ability to
terminate over-the-counter options ("OTC Options") will be more limited than
with exchange-traded options. It is also possible that broker-dealers
participating in OTC Options transactions will not fulfill their obligations.
Until such time as the staff of the SEC changes its position, the Fund will
treat purchased OTC Options and assets used to cover written OTC Options as
illiquid securities. With respect to options written with primary dealers in
U.S. Government securities pursuant to an agreement requiring a closing purchase
transaction at a formula price, the amount of illiquid securities may be
calculated with reference to the repurchase formula.

All options that the Fund writes will be covered under applicable requirements
of the SEC. The Fund will write and purchase options only to the extent
permitted by the policies of state securities authorities in states where shares
are qualified for offer and sale.

                                       13
<PAGE>

There can be no assurance that the use of these portfolio strategies will be
successful.

Currency Exchange Transactions. Because the Fund may buy and sell securities
denominated in currencies other than the U.S. dollar and receives interest,
dividends and sale proceeds in currencies other than the U.S. dollar, the Fund
from time to time may enter into currency exchange transactions to convert to
and from different foreign currencies and to convert foreign currencies to and
from the U.S. dollar. The Fund either enters into these transactions on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency exchange
market or uses forward contracts to purchase or sell foreign currencies.

Forward Currency Exchange Transactions. Because the Fund may buy and sell
securities denominated in currencies other than the U.S. dollar and receives
interest, dividends and sale proceeds in currencies other than the U.S. dollar,
the Fund from time to time may enter into currency exchange transactions to
convert to and from different currencies and to convert currencies to and from
the U.S. dollar. The Fund either enters into these transactions on a spot (i.e.,
cash) basis at the spot rate prevailing in the currency exchange market or uses
forward contracts to purchase or sell currencies.

A forward currency exchange contract is an obligation by the Fund to purchase or
sell a specific currency at a future date, which may be any fixed number of days
from the date of the contract. Forward currency exchange contracts establish an
exchange rate at a future date. These contracts are transferable in the
interbank market conducted directly between currency traders (usually large
commercial banks and brokerages) and their customers. A forward currency
exchange contract may not have a deposit requirement and may be traded at a net
price without commission. The Fund maintains with its custodian a segregated
account of cash or liquid securities in an amount at least equal to its
obligations under each forward foreign currency exchange contract. Neither spot
transactions nor forward currency exchange contracts eliminate fluctuations in
the prices of the Fund's securities or in foreign exchange rates, or prevent
loss if the prices of these securities should decline.

The Fund may enter into foreign currency hedging transactions in an attempt to
protect against changes in foreign currency exchange rates between the trade and
settlement dates of specific securities transactions or changes in foreign
currency exchange rates that would adversely affect the portfolio position or an
anticipated investment position. Since consideration of the prospect for
currency parities will be incorporated into Bankers Trust's long-term investment
decisions, the Fund will not routinely enter into foreign currency hedging
transactions with respect to security transactions; however, the Adviser
believes that it is important to have the flexibility to enter into foreign
currency hedging transactions when it determines that the transactions would be
in the Fund's best interest. Although these transactions tend to minimize the
risk of loss due to a decline in the value of the hedged currency, at the same
time they tend to limit any potential gain that might be realized should the
value of the hedged currency increase. The precise matching of the forward
contract amounts and the value of the securities involved will not generally be
possible because the future value of such securities in foreign currencies will
change as a consequence of market movements in the value of such securities
between the date the forward contract is entered into and the date it matures.
The projection of currency market movements is extremely difficult, and the
successful execution of a hedging strategy is highly uncertain.

                                       14
<PAGE>

Asset Coverage. To assure that the Fund's use of futures and related options, as
well as when-issued and delayed-delivery securities and foreign currency
exchange transactions, are not used to achieve investment leverage, the Fund
will cover such transactions, as required under applicable interpretations of
the SEC, either by owning the underlying securities or by segregating with the
Fund's Custodian or futures commission merchant liquid securities in an amount
at all times equal to or exceeding the Fund's commitment with respect to these
instruments or contracts.

Investment Restriction on Futures Transactions.  Futures Contracts and options
on futures contracts be used as a hedge and may also use stock index futures on
a continual basis to equitize cash so that the fund may maintain 100% equity
exposure. In addition to this requirement, the Board of Trustees has also
adopted a restriction that the Fund will not enter into any futures contracts or
options on futures contracts if immediately thereafter the amount of margin
deposits on all the futures contracts of the Fund and premiums paid on
outstanding options on futures contracts owned by the Fund (other than those
entered into for bona fide hedging purposes) would exceed 5% of the Portfolio's
net asset value, after taking into account unrealized profits and unrealized
losses on any such contracts.

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 1 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 Appendix.

                            Additional Risk Factors

In addition to the risks discussed above, the Fund's investments may be subject
to the following risk factors:

Foreign Securities. Each Fund will, under normal market conditions, invest a
significant portion of its assets in foreign securities.  In seeking its
investment objectives, the Fund may invest in

                                       15
<PAGE>

securities of foreign issuers. Foreign securities may involve a higher degree of
risk and may be less liquid or more volatile than domestic investments. Foreign
securities usually are denominated in foreign currencies, which means their
value will be affected by changes in the strength of foreign currencies relative
to the U.S. dollar as well as the other factors that affect security prices.
Foreign companies may not be subject to accounting standards or governmental
supervision comparable to U.S. companies, and there often is less publicly
available information about their operations. Generally, there is less
governmental regulation of foreign securities markets, and security trading
practices abroad may offer less protection to investors such as the Fund. The
value of such investments may be adversely affected by the changes in political
or social conditions, diplomatic relations, confiscatory taxation,
expropriation, nationalization, limitation on the removal of funds or assets, or
imposition of (or change in) exchange control or tax regulations in those
foreign countries. Additional risks of foreign securities include settlement
delays and costs, difficulties in obtaining and enforcing judgments, and
taxation of dividends at the source of payment. The Fund will not invest more
than 5% of the value of its total assets in the securities of issuers based in
developing countries, including Eastern Europe.

Options on Futures Contracts, Forward Contracts and Options on Foreign
Currencies. Unlike transactions entered into by the Fund in futures contracts,
options on foreign currencies and forward contracts are not traded on contract
markets regulated by the CFTC or (with the exception of certain foreign currency
options) by the SEC. To the contrary, such instruments are traded through
financial institutions acting as principals, although foreign currency options
are also traded on certain national securities exchanges, such as the
Philadelphia Stock Exchange and the Chicago Board Options Exchange, subject to
SEC regulation. In an over-the-counter trading environment, many of the
protections afforded to exchange participants will not be available. For
example, there are no daily price fluctuation limits, and adverse market
movements could therefore continue to an unlimited extent over a period of time.
Although the purchaser of an option cannot lose more than the amount of the
premium plus related transaction costs, this entire amount could be lost.
Moreover, the option writer and a trader of forward contracts could lose amounts
substantially in excess of their initial investments.

Forward Contracts and certain options on foreign currencies traded over-the-
counter involve liquidity and credit risks which may not be present in the case
of exchange-traded currency options. The Fund's ability to terminate over-the-
counter options will be more limited than with exchange-traded options. It is
also possible that broker-dealers participating in over-the-counter options
transactions will not fulfill their obligations. Until such time as the staff of
the SEC changes its position, the Fund will treat purchased over-the-counter
options and assets used to cover written over-the-counter options as illiquid
securities.

Options on foreign currencies traded on national securities exchanges are within
the jurisdiction of the SEC, as are other securities traded on such exchanges.
As a result, many of the protections provided to traders on organized exchanges
will be available with respect to such transactions. In particular, all foreign
currency option positions entered into on a national securities exchange are
cleared and guaranteed by the Options Clearing Corporation (the "OCC"), thereby
reducing the risk of counterparty default. Further, a liquid secondary market in
options traded on a national securities exchange may be more readily available
than in the over-the-counter market, potentially permitting the Fund to
liquidate open positions at a profit prior to exercise or expiration, or to
limit losses in the event of adverse market movements.

                                       16
<PAGE>

The purchase and sale of exchange-traded foreign currency options, however, is
subject to the risks of the availability of a liquid secondary market described
above, as well as the risks regarding adverse market movements, margining of
options written, the nature of the foreign currency market, possible
intervention by governmental authorities and the effects of other political and
economic events. In addition, exchange-traded options on foreign currencies
involve certain risks not presented by the over-the-counter market. For example,
exercise and settlement of such options must be made exclusively through the
OCC, which has established banking relationships in applicable foreign countries
for this purpose. As a result, the OCC may, if it determines that foreign
governmental restrictions or taxes would prevent the orderly settlement of
foreign currency option exercises, or would result in undue burdens on the OCC
or its clearing member, impose special procedures on exercise and settlement,
such as technical changes in the mechanics of delivery of currency, the fixing
of dollar settlement prices or prohibitions on exercise.

In addition, futures contracts, options on futures contracts, forward contracts
and options on foreign currencies may be traded on foreign exchanges. Such
transactions are subject to the risk of governmental actions affecting trading
in or the prices of foreign currencies or securities. The value of such
positions also could be adversely affected by: (i) other complex foreign
political and economic factors; (ii) lesser availability than in the United
States of data on which to make trading decisions; (iii) delays in the Fund's
ability to act upon economic events occurring in foreign markets during
nonbusiness hours in the United States; (iv) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States; and (v) lesser trading volume.

Portfolio Turnover. The Fund intends to manage its holdings actively to pursue
its investment objective. Since the Fund has a long-term investment perspective,
it does not intend to respond to short-term market fluctuations or to acquire
securities for the purpose of short-term trading; however, it may take advantage
of short-term trading opportunities that are consistent with its investment
objective. The annual portfolio turnover rate of the Fund may exceed 100%.
Higher portfolio turnover rates result in higher brokerage costs and possible
adverse tax consequences.

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 Board of Trustees.
After purchase by the Fund, an obligation may cease to be rated or its rating
may be reduced below the minimum required for purchase by the Fund. Neither
event would require the Fund to eliminate the obligation from its portfolio, but
the Adviser will consider such an event in its determination of whether the Fund
should continue to hold the obligation. A description of the ratings is included
in the Fund's Prospectus.

                            Investment Restrictions

The following investment restrictions are "fundamental policies" of the Fund and
may not be changed without the approval of a "vote of a majority of the
outstanding voting securities" of the

                                       17
<PAGE>

Fund. "A vote of a majority of the outstanding voting securities" the 1940 Act,
and as used in this SAI , means, the lesser of (i) 67% or more of the
outstanding shares of the Fund present at a meeting, if the holders of more than
50% of the outstanding shares of the Fund are present or represented by proxy or
(ii) more than 50% of the outstanding shares of the Fund.

Fundamental Policies. As a matter of fundamental policy, the Trust, with respect
to the Fund, may not (except that no investment restriction of the Fund shall
prevent the Fund from investing all of its investable assets in an open-end
investment company with substantially the same investment objective):

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

(2) underwrite securities issued by other persons except insofar as the Trust or
the Fund may technically be deemed an underwriter under the 1933 Act in selling
the portfolio security;

(3) make loans to other persons except: (a) through the lending of the Fund's
portfolio securities and provided that any such loans not exceed 30% of the
Fund's net 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 Fund
may hold and sell, for the Fund's portfolio, real estate acquired as a result of
the Fund's ownership of securities);

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

(6) issue any senior security (as that term is defined in the 1940 Act) if such
issuance is specifically prohibited by the 1940 Act or the rules and regulations
promulgated thereunder,

                                       18
<PAGE>

provided that collateral arrangements with respect to options and futures,
including deposits of initial deposit and variation margin, are not considered
to be the issuance of a senior security for purposes of this restriction.

(7) with respect to 75% of the Fund's total assets, invest more than 5% of the
total assets of the Fund in the securities of any one issuer (excluding cash and
cash equivalents, U.S. government securities and the securities of other
investments companies) or own more than 10% of the voting securities of any
issuer.

Additional Restrictions. In order to comply with certain statutes and policies,
the Trust, on behalf of the Fund will not as a matter of operating policy:

(i)    borrow money (including through reverse repurchase or forward roll
transactions) for any purpose in excess of 5% of the Fund's total assets (taken
at cost), except that the Fund may borrow for temporary or emergency purposes up
to 1/3 of its total assets;

(ii)   pledge, mortgage or hypothecate for any purpose in excess of 10% of the
Fund's total assets (taken at market value), provided that collateral
arrangements with respect to options and futures, including deposits of initial
deposit and variation margin, and reverse repurchase agreements are not
considered a pledge of assets for purposes of this restriction;

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

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

(v)    invest for the purpose of exercising control or management of another
company;

(vi)   purchase securities issued by any investment company except by purchase
in the open market where no commission or profit to a sponsor or dealer results
from such purchase other than the customary broker's commission, or except when
such purchase, though not made in the open market, is part of a plan of merger
or consolidation; provided, however, that securities of any investment company
will not be purchased for the Fund if such purchase at the time thereof would
cause: (a) more than 10% of the Fund's total assets (taken at the greater of
cost or market value) to be invested in the securities of such issuers; (b) more
than 5% of the Fund's total assets (taken at the greater of cost or market
value) to be invested in any one investment company; or (c) more than 3% of the
outstanding voting securities of any such issuer to be held for the Fund, unless
permitted to exceed these limitations by an exemptive order of the SEC; provided
further

                                       19
<PAGE>

that, except in the case of a merger or consolidation, the Fund shall not
purchase any securities of any open-end investment company unless (1) the
investment adviser waives the investment advisory fee with respect to assets
invested in other open-end investment companies and (2) the Fund incurs no sales
charge in connection with the investment;

(vii)  write puts and calls on securities unless each of the following
conditions are met: (a) the security underlying the put or call is within the
investment practices of the Fund and the option is issued by the OCC, except for
put and call options issued by non-U.S. entities or listed on non-U.S.
securities or commodities exchanges; (b) the aggregate value of the obligations
underlying the puts determined as of the date the options are sold shall not
exceed 5% of the Fund's net assets; (c) the securities subject to the exercise
of the call written by the Fund must be owned by the Fund at the time the call
is sold and must continue to be owned by the Fund until the call has been
exercised, has lapsed, or the Fund has purchased a closing call, and such
purchase has been confirmed, thereby extinguishing the Fund's obligation to
deliver securities pursuant to the call it has sold; and (d) at the time a put
is written, the Fund establishes a segregated account with its custodian
consisting of cash or  liquid securities equal in value to the amount the Fund
will be obligated to pay upon exercise of the put (this account must be
maintained until the put is exercised, has expired, or the Fund has purchased a
closing put, which is a put of the same series as the one previously written);

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

(ix)   invest more than 15% of the Fund'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 Board of Trustees to be liquid).

There will be no violation of any investment restrictions or policies (except
with respect to fundamental investment restriction (1) above) 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.

               Portfolio Transactions and Brokerage Commissions

The Adviser is responsible for decisions to buy and sell securities, futures
contracts and options on such securities and futures for the Fund, 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 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

                                       20
<PAGE>

commission merchant, including to the extent and in the manner permitted by
applicable law, Bankers Trust or its subsidiaries or affiliates. Purchases and
sales of certain portfolio securities on behalf of the Fund 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 Fund. 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 which 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 Fund 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 Fund 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
Fund 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
advice as to the value of securities; the advisability of investing in,
purchasing or selling securities; the availability of securities or purchasers
or sellers of securities; and furnishing analyses and reports concerning
issuers, industries, securities, economic factors and trends, portfolio strategy
and the performance of accounts.

Consistent with the policy stated above, the Conduct Rules of the National
Association of Securities Dealers, Inc. and such other policies as the Trustees
of the Trust may determine, the Adviser may consider sales of shares of the
Trust 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.

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 Fund's assets, as well as the assets of other clients.

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 and statistical information from brokers and
dealers can be useful to the Fund and to the Adviser, it is the opinion of the
management of the Fund that such

                                       21
<PAGE>

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 Fund, and not all such information is used by the Adviser
in connection with the Fund. 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 Fund.

In certain instances there may be securities which are suitable for the Fund as
well as for one or more of the Adviser's other clients. Investment decisions for
the Fund 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 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 Fund in concerned. However, it is believed that the
ability of the Fund to participate in volume transactions will produce better
executions for the Fund.

For the fiscal years ended September 30, 1999, 1998, and 1997 the Fund paid
brokerage commissions in the amount of $483,652, $473,872 and $174,242,
respectively.

                            Performance Information

                       Standard Performance Information

From time to time, quotations of the Fund's performance may be included in
advertisements, sales literature or shareholder reports. For mutual funds,
performance is commonly measured as total return. The Fund's performance is
affected by its expenses. These performance figures are calculated in the
following manner:

Total return: The Trust may provide period and average annualized "total return"
quotations for the shares. The shares' "total return" refers to the change in
the value of an investment in the shares over a stated period based on any
change in net asset value per share and including the value of any shares
purchasable with any dividends or capital gains distributed during such period.
Period total return may be annualized. An annualized total return is a
compounded total return which assumes that the period total return is generated
over a one-year period, and that all dividends and capital gains distributions
are reinvested. An annualized total return will be higher than a period total
return if the period is shorter than one year, because of the compounding
effect. A Fund's 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. A Fund may also calculate total return figures which
represent aggregate performance over a period or year-by-year performance.

                                       22
<PAGE>


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                                                 Annualized Total      Cumulative Total
                 Annualized Total        Annualized Total        Return from           Return from
                 Return for the One      Return for the Five     Commencement of       Commencement of
                 Year Period ended       Year Period ended       Operations through    Operations through
                 September 30, 1999      September 30, 1999      September 30, 1999    September 30, 1999
- ----------------------------------------------------------------------------------------------------------
<S>              <C>                     <C>                     <C>                   <C>
Intermediate
Tax Free(1)      -1.21%                  15.60%                  19.26%                44.33%
- ----------------------------------------------------------------------------------------------------------
</TABLE>

(1) Fund commenced operations on July 20, 1992

Performance Results: Total returns are based on past results and are not an
indication of future performance. Any total return quotation provided for the
Fund should not be considered as representative of the performance of the Fund
in the future since the net asset value and public offering price of shares of
the Fund will vary based not only on the type, quality and maturities of the
securities held in its portfolio, but also on changes in the current value of
such securities and on changes in the expenses of the Fund. These factors and
possible differences in the methods used to calculate total return should be
considered when comparing the total return of the Fund to total returns
published for other investment companies or other investment vehicles. Total
return reflects the performance of both principal and income.

The Trust may provide annualized "yield" quotations for the shares. The "yield"
of the shares refers to the income generated by an investment in the shares over
a 30-day or one-month period (which period shall be stated in any such
advertisement or communications). This income is then annualized; that is, the
amount generated by the investment over the period is assumed to be generated
over a one-year period and is shown as a percentage of investment.

Unlike some bank deposits or other investments which pay a fixed yield for a
stated period of time, the total return of the Fund will vary depending upon
interest rates, the current market value of the securities held by the Fund and
changes in the shares' expenses.

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

                        Comparison of Fund Performance

Comparison of the quoted non-standardized 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. Performance information may include the shares'
investment results and/or comparisons of its investment results to the Russell
Mid-Cap Index, the Standard and Poor's 500 Composite Stock Price Index, the
Standard and Poor's Mid-Cap 400

                                       23
<PAGE>


Index, the Lipper Growth Fund Average or other various unmanaged indices or
results of other mutual funds or investment or savings vehicles.

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 which may assume reinvestment of dividends but generally do not reflect
deductions for administrative and management costs. A Fund's performance may be
compared to the performance of various indices and investments for which
reliable data is available.  The Fund's performance may also be compared to
averages, performance rankings, or other information prepared by recognized
mutual fund statistical services.   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 for 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").

          VALUATION OF SECURITIES; REDEMPTIONS AND PURCHASES IN-KIND

The net asset value ("NAV") per share is calculated once on each day the New
York Stock Exchange ("NYSE") is open ("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 in the event that 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 Fund and other assets),
less all liabilities attributable to the shares, by the total number of shares
outstanding as of the Valuation Time. The Fund's securities and other assets are
valued primarily on the basis of market quotations or, if quotations are not
readily available, by a method which the Fund's Board of Trustees believes
accurately reflects fair value.

Equity and 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. Short-term debt obligations and money
market securities maturing in 60 days or less are valued at amortized cost,
which approximates market.

                                       24
<PAGE>

Securities for which market quotations are not readily available are valued by
Bankers Trust pursuant to procedures adopted by the Trust's Board of Trustees.
It is generally agreed that securities for which market quotations are not
readily available should not be valued at the same value as that carried by an
equivalent security which is readily marketable.

The problems inherent in making a good faith determination of value are
recognized in the codification effected by SEC Financial Reporting Release No. 1
("FRR 1" (formerly Accounting Series Release No. 113)) 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.

    To the extent that the Fund purchases securities which are restricted as to
    resale or for which current market quotations are not readily available, the
    Adviser will value such securities based upon all relevant factors as
    outlined in FRR 1.

The Trust, on behalf of the Fund, reserves the right, if conditions exist which
make cash payments undesirable, to honor any request for redemption or
withdrawal by making payment in whole or in part in readily marketable
securities chosen by the Trust, and valued as they are for purposes of computing
the Fund's net asset values (a redemption in-kind). If payment is made to a Fund
shareholder in securities, an investor, including the Fund, may incur
transaction expenses in converting these securities into cash. The Trust, on
behalf of the Fund, has elected, however, to be governed by Rule 18f-1 under the
1940 Act as a result of which the Fund is obligated to redeem shares with
respect to any one investor during any 90-day period, solely in cash up to the
lesser of $250,000 or 1% of the net asset value of the Fund at the beginning of
the period.

The Fund may, at its own option, accept securities in payment for shares. The
securities delivered in payment for shares are valued by the method described
above as of the day the Fund receives the securities. This may be a taxable
transaction to the shareholder. (Consult your tax adviser for future tax
guidance.) Securities may be accepted in payment for shares only if they are, in
the judgment of Bankers Trust, appropriate investments for the Fund. In
addition, securities accepted in payment for shares must: (i) meet the
investment objective and policies of the acquiring Fund; (ii) be acquired by the
applicable Fund for investment and not for resale (other than for resale to the
Fund); (iii) be liquid securities which are not restricted as to transfer either
by law or liquidity of the market; and (iv) if stock, have a value which is
readily ascertainable as evidenced by a listing on a stock exchange, over-the-
counter market or by readily available market quotations from a dealer in such
securities. The Fund reserves the right to accept or reject at its own option
any and all securities offered in payment for its shares.

                                       25
<PAGE>


The Fund reserves the right to redeem all of its shares, if the Board of
Trustees votes to liquidate the Fund.

                              Purchase of Shares

The Trust accepts purchase orders for shares of the Fund at the NAV per share
next determined after the order is received on each Valuation Day. Shares may be
available through Service Agents, such as broker-dealers and investment advisers
(including Service Agents).

Purchase orders for shares (including those purchased through a Service Agent)
that are transmitted to the Trust's Transfer Agent (the "Transfer Agent"), prior
to the Valuation Time on any Valuation Day will be effective at that day's
Valuation Time. The Trust and Transfer Agent reserve the right to reject any
purchase order.

Shares must be purchased in accordance with procedures established by the
Transfer Agent and each Service Agent. It is the responsibility of each Service
Agent to transmit to the Transfer Agent purchase and redemption orders and to
transmit to Bankers Trust as the Trust's custodian (the "Custodian") purchase
payments by the following business day (trade date + 1) after an order for
shares is placed. A shareholder must settle with the Service Agent for his or
her entitlement to an effective purchase or redemption order as of a particular
time. Because Bankers Trust is the Custodian and Transfer Agent of the Trust,
funds may be transferred directly from or to a customer's account held with
Bankers Trust to settle transactions with the Fund without incurring the
additional costs or delays associated with the wiring of federal funds.

The Trust and the Adviser have authorized one or more Service Agents to accept
on the Trust's behalf purchase and redemption orders. Such Service Agents are
authorized to designate other intermediaries to accept purchase and redemption
orders on the Trust's behalf. The Transfer Agent will be deemed to have received
a purchase or redemption order when an authorized Service Agent or, if
applicable, a Service Agent's authorized designee, accepts the order. Customer
orders will be priced at the Fund's NAV next computed after they are accepted by
an authorized Service Agent or the Service Agent's authorized designee.

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

If orders are placed through a Service Agent, it is the responsibility of the
Service Agent to transmit the order to buy shares to the Transfer Agent before
4:00 p.m. Eastern time.

The Transfer Agent must receive payment within one business day after an order
for shares is placed; otherwise, the purchase order may be canceled and the
investor could be held liable for resulting fees and/or losses.

                             Redemption of Shares

You can arrange to take money out of your fund account at any time by selling
(redeeming) some or all of your shares. Your shares shall be sold at the next
NAV calculated after an order is received by the Transfer Agent. Redemption
requests should be transmitted by customers in

                                       26
<PAGE>


accordance with procedures established by the Transfer Agent and the
shareholder's Service Agent. Redemption requests for shares received by the
Service Agent and transmitted to the Transfer Agent prior to the Valuation Time
on each Valuation Day will be effective at that day's Valuation Time and the
redemption proceeds normally will be delivered to the shareholder's account the
next day, but in any event within seven calendar days following receipt of the
request.

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

Redemption orders are processed without charge by the Trust. The Trust reserves
the right to close investor accounts via 30 day notice in writing if the Fund
account balance falls below the minimum, but not if an account is below the
minimum due to change in market value. See "Minimum Investments" above for
minimum balance amounts.

To sell shares in a retirement account, your request must be made in writing,
except for exchanges to other eligible funds in the Deutsche Asset Management
mutual funds, which can be requested by phone or in writing. For information on
retirement distributions, contact your Service Agent or call the Service Center
at 1-800-730-1313.

To sell shares by bank wire you will need to sign up for these services in
advance when completing your account application.

Certain requests must include a signature guarantee to protect you and Bankers
Trust from fraud. Redemption requests in writing must include a signature
guarantee if any of the following situations apply:

    .  Your account registration has changed within the last 30 days,

    .  The check is being mailed to a different address than the one on your
       account (record address),

    .  The check is being made payable to someone other than the account owner,

    .  The redemption proceeds are being transferred to a Fund account with a
       different registration, or

    .  You wish to have redemption proceeds wired to a non-predesignated bank
       account.

                                       27
<PAGE>

A signature guarantee is also required if you change the pre-designated bank
information for receiving redemption proceeds on your account.

You should be able to obtain a signature guarantee from a bank, broker, dealer,
credit union (if authorized under state law), securities exchange or
association, clearing agency, or savings association. A notary public cannot
provide a signature guarantee.

                   Management Of The Trust And The Portfolio

The Board of Trustees is composed of persons experienced in financial matters
who meet throughout the year to oversee the activities of the Fund. In addition,
the Trustees review contractual arrangements with companies that provide
services to the Fund and review the Fund's performance.

The Trustees and officers of the Trust, their birthdates and their principal
occupations during the past five years are set forth below. Their titles may
have varied during that period.

                     Trustees of the Trust and Portfolios

CHARLES P. BIGGAR (birth date: October 13, 1930) -- Trustee of the Trusts and
Portfolio; Trustee of each of the other investment companies in the Fund
Complex/1/; Retired; former Vice President, International Business Machines
("IBM") and President, National Services and the Field Engineering Divisions of
IBM.  His address is 12 Hitching Post Lane, Chappaqua, New York 10514.

S. LELAND DILL (birth date: March 28, 1930) -- Trustee of the Trusts and
Portfolio; Trustee of each of the other investment companies in the Fund
Complex; Retired; Director, Coutts (U.S.A.) International; Trustee, Phoenix-
Zweig Trust/2/ and Phoenix-Euclid Market Neutral Fund/2/; former Partner, KPMG
Peat Marwick; Director, Vintners International Company Inc.; Director, Coutts
Trust Holdings Ltd., Director, Coutts Group; General Partner, Pemco/2/. His
address is 5070 North Ocean Drive, Singer Island, Florida 33404.

MARTIN J. GRUBER (birth date: July 15, 1937) -- Trustee of the Trusts and
Portfolio; Trustee of each of the other investment companies in the Fund
Complex; Nomura Professor of Finance, Leonard N. Stern School of Business, New
York University (since 1964); Trustee, TIAA/2/; Trustee, SG Cowen Mutual
Funds/2/; Trustee, Japan Equity Fund/2/; Trustee, Taiwan Equity Fund/2/. His
address is 229 South Irving Street, Ridgewood, New Jersey 07450.

____________________
/1/ The "Fund Complex" consists of BT Investment Funds, BT Institutional Funds,
BT Pyramid Mutual Funds, BT Advisor Funds, Cash Management Portfolio,
Intermediate Tax Free Portfolio, Tax Free Money Portfolio, NY Tax Free Money
Portfolio, Treasury Money Portfolio, International Equity Portfolio, Equity 500
Index Portfolio, Capital Appreciation Portfolio, Asset Management Portfolio and
BT Investment Portfolios.

/2/ An investment company registered under the Investment Company Act of 1940,
as amended (the "Act").

                                       28
<PAGE>

RICHARD HALE* (birth date: July 17, 1945) -- Trustee of the Trusts and
Portfolio; Trustee of each of the other investment companies in the Fund
Complex; Managing Director, Deutsche Asset Management; Director, Flag Investors
Funds2; Managing Director, Deutsche Banc Alex. Brown Incorporated; Director and
President, Investment Company Capital Corp.  His address is 205 Woodbrook Lane,
Baltimore, Maryland 21212.

RICHARD J. HERRING (birth date: February 18, 1946) -- Trustee of the Trusts and
Portfolio; Trustee of each of the other investment companies in the Fund
Complex; Jacob Safra Professor of International Banking, Professor of Finance
and Vice Dean, The Wharton School, University of Pennsylvania (since 1972). His
address is 325 South Roberts Road, Bryn Mawr, Pennsylvania 19010.

BRUCE E. LANGTON (birth date: May 10, 1931) -- Trustee of the Trusts and
Portfolio; Trustee of each of the other investment companies in the Fund
Complex; Retired; Trustee, Allmerica Financial Mutual Funds (1992-present);
Member, Pension and Thrift Plans and Investment Committee, Unilever U.S.
Corporation (1989 to present)/3/; Director, TWA Pilots Directed Account Plan and
401(k) Plan (1988 to present)/2/.  His address is 99 Jordan Lane, Stamford,
Connecticut 06903.

PHILIP SAUNDERS, JR. (birth date: October 11, 1935) -- Trustee of the Trusts and
Portfolio; Trustee of each of the other investment companies in the Fund
Complex; Principal, Philip Saunders Associates (Economic and Financial
Analysis); former Director, Financial Industry Consulting, Wolf & Company;
President, John Hancock Home Mortgage Corporation; Senior Vice President of
Treasury and Financial Services, John Hancock Mutual Life Insurance Company,
Inc.  His address is 445 Glen Road, Weston, Massachusetts 02193.

HARRY VAN BENSCHOTEN (birth date: February 18, 1928) -- Trustee of the Trusts
and Portfolio; Trustee of each of the other investment companies in the Fund
Complex; Retired; Director, Canada Life Insurance Corporation of New York.  His
address is 6581 Ridgewood Drive, Naples, Florida 34108.

* "Interested Person" within the meaning of Section 2(a)(19) of the Act.  Mr.
Hale is a Managing Director of Deutsche Asset Management, the U.S. asset
management unit of Deutsche Bank and its affiliates.

The Board has an Audit Committee that meets with the Trusts' and Portfolio's
independent accountants to review the financial statements of the Trust, the
adequacy of internal controls and the accounting procedures and policies of the
Trust.  Each member of the Board except Mr. Hale also is a member of the Audit
Committee.

_____________________
/3/ A publicly held company with securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended.

                                       29
<PAGE>

                     Officers of the Trusts and Portfolio

DANIEL O. HIRSCH (birth date:  March 27, 1954) -- Director, Deutsche Asset
Management since 1999; Director, Deutsche Alex. Brown LLC and Investment Company
Capital Corporation, 1998-99; Secretary of the Trusts and Portfolio since 1998;
Associate General Counsel, Office of the General Counsel, United States
Securities and Exchange Commission, 1993 to 1998.  His address is One South
Street, Baltimore, Maryland 21202.

JOHN A. KEFFER (birth date: July 14, 1942) -- President and Chief Executive
Officer of the Trusts and Portfolio; President, Forum Financial Group L.L.C. and
its affiliates; President, ICC Distributors, Inc./4/ His address is ICC
Distributors, Inc., Two Portland Square, Portland, Maine 04101.

CHARLES A. RIZZO (birth date: August 5, 1958) Treasurer of the Trusts and
Portfolio; Vice President and Department Head, Deutsche Asset Management since
1998; Senior Manager, PricewaterhouseCoopers LLP from 1993 to 1998.  His address
is One South Street, Baltimore, MD 21202.

Messrs. Hirsch, Keffer and Rizzo also hold similar positions for other
investment companies for which ICC Distributors, or an affiliate serves as the
principal underwriter.

No person who is an officer or director of Bankers Trust is an officer or
Trustee of the Trust.  No director, officer or employee of ICC Distributors,
Inc. or any of its affiliates will receive any compensation from the Trust for
serving as an officer or Trustee of the Trust.

                          Trustee Compensation Table

          =============================================================
                                    Aggregate        Total Compensation
                                    Compensation     from
          Trustee                   From Trust       Fund Complex*
          -------------------------------------------------------------
          Charles B. Biggar         N/A              $43,750
          -------------------------------------------------------------
          S. Leland Dill            N/A              $43,750
          -------------------------------------------------------------
          Martin Gruber             $29,849          $45,000
          -------------------------------------------------------------
          Richard J. Herring        N/A              $43,750
          -------------------------------------------------------------
          Kelvin Lancaster          $ 8,933          $18,750
          -------------------------------------------------------------
          Bruce E. Langton          N/A              $43,750
          -------------------------------------------------------------
          Harry Van Benschoten      $29,849          $45,000
          =============================================================

The information provided is for the BT Pyramid Mutual Funds, which is comprised
of 5 funds, for the year ended September 30, 1999.

*Aggregated information is furnished for the Fund Complex which consists of the
following: BT Investment Funds, BT Institutional Funds, BT Pyramid Mutual Funds,
BT Advisor Funds, BT

_________________
/4/ Underwriter/distributor for the Trust. Mr. Keffer owns 100% of the shares of
ICC Distributors, Inc.

                                       30
<PAGE>

Investment Portfolios, Cash Management Portfolio, Treasury Money Portfolio, Tax
Free Money Portfolio, NY Tax Free Money Portfolio, International Equity
Portfolio, Intermediate Tax Free Portfolio, Asset Management Portfolio, Equity
500 Index Portfolio, and Capital Appreciation Portfolio for the year ended
December 31, 1999.

As of December 31, 1999, the Trustees and officers of the Trust owned in the
aggregate less than 1% of the shares of the Fund or Trust (all series taken
together).

As of December 31, 1999, the following shareholders of record owned 5% or more
of the outstanding shares of the Fund: Northern Telecom Omnibus Account, c/o
Bankers Trust Company, Attn: John Sawicki Mailstop 3064, Jersey City, NJ 07302-
3885 (59%); Bankers Trust Co. as Trustee for Westinghouse Savannah River/Bechtel
Savannah River Inc. Savings and Investment Plan, 34 Exchange Place MS 3064,
Jersey City, NJ 07302-3885 (19%); Bankers Trust Co. as Trustee for Hanson
Industries Plan 401K, Attn: Marisa Depp, 34 Exchange Place Fifth Floor, Mail
Stop 3055, Jersey City, NJ 07302-3885 (6%); Bankers Trust Co. as Trustee for
Millennium Chemicals 401K, Attn: Linda Castell, 200 International Circle, Suite
2000, Hunt Valley, Maryland 21030-1336 (6%).

                                Code of Ethics

The Board of Trustees of the Fund has adopted a Code of Ethics pursuant to Rule
17j-1 under the 1940 Act.  The Fund's Code of Ethics permits Fund personnel to
invest in securities for their own accounts, but requires compliance with the
Code's pre-clearance requirements (with certain exceptions).  In addition, the
Fund's Code of Ethics provides for trading "blackout periods" that prohibit
trading by personnel within periods of trading by the Fund in the same security.
The Fund's Code of Ethics also prohibits short term trading profits and personal
investment in initial public offerings.  The Code requires prior approval with
respect to purchases of securities in private placements.

The Fund's adviser, Bankers Trust Company, has also adopted a Code of Ethics.
The Code of Ethics allows personnel to invest in securities for their own
accounts, but require compliance with the Code's pre-clearance requirements and
other restrictions including "blackout periods" and minimum holding periods,
subject to limited exceptions.  The Code prohibits purchases of securities in
initial public offerings (the prohibition is limited to U.S. public offerings)
and requires prior approval for purchases of securities in private placements.

The Fund's principal underwriter, ICC Distributors, Inc., has adopted a Code of
Ethics applicable to ICC's distribution services to registered investment
companies such as the Fund.  The ICC Code of Ethics prohibits directors and
officers of ICC from executing trades on a day during which the individual knows
or should have known that a Fund in the individual's complex has a pending "buy"
or "sell" order in the same security, subject to certain exceptions.  The ICC
Code of Ethics also requires pre-clearance for purchases of securities in an
initial public offering or private placement.

                                       31
<PAGE>


                              Investment Adviser

Bankers Trust is the Portfolio's investment adviser. Bankers Trust is a wholly
owned subsidiary of Deutsche Bank. Deutsche Bank is a banking company with
limited liability organized under the laws of the Federal Republic of Germany.
Deutsche Bank is the parent company of a group of a group consisting of banks,
capital markets companies, fund management companies, mortgage banks, a property
finance company, installments financing and leasing companies, insurance
companies, research and consultancy companies and other domestic and foreign
companies.

Bankers Trust Company, 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 of sale by the Portfolio is a
customer of Bankers Trust, its parent or its subsidiaries or affiliates. Also,
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

For the fiscal years ended September 30, 1999, 1998, and 1997, Bankers Trust
earned $981,463, $1,059,224, and $971,676, respectively, as compensation for
advisory services provided to the Fund. During the same periods, Bankers Trust
reimbursed $302,505, $322,822, and $319,524, respectively, to the Fund to cover
expenses.

Bankers Trust has agreed that if in any fiscal year the aggregate expenses of
the Fund (including fees pursuant to the Advisory Agreement, but excluding
interest, taxes, brokerage and, if permitted by the relevant state securities
commissions, extraordinary expenses) exceed the expense limitation of any state
having jurisdiction over the Fund, Bankers Trust will reimburse the Fund for the
excess expense to the extent required by state law.

At a Special Meeting held in 1999, shareholders of the Portfolio also approved a
new investment advisory agreement with Deutsche Asset Management, Inc. (formerly
Morgan Grenfell Inc.).  The new investment advisory agreement may be implemented
within two years of the date of the special meeting upon approval of a majority
of the members of the Board of Trustees who are not "interested persons"
("Independent Trustees").  Shareholders of the Portfolio also approved a new
sub-investment advisory agreement among the Portfolio, Deutsche Asset
Management, Inc. and Bankers Trust under which Bankers Trust may perform certain
of Deutsche Asset Management, Inc.'s responsibilities, at Deutsche Asset
Management Inc.'s expense, upon approval of the Independent Trustees, within two
years of the date of the special meeting.  Deutsche Asset Management, Inc. is an
indirect wholly owned subsidiary of Deutsche Bank.

                                       32
<PAGE>

                                 Administrator

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

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 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
recordkeeping services (including without limitation the maintenance of such
books and records as are required under the 1940 Act and the rules thereunder,
except as maintained by other agents), 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.

For the fiscal years September 30, 1999, 1998, and 1997, Bankers Trust received
$768,495, $814,788, $747,443, respectively, in compensation for administrative
and other services provided to the Fund.

Bankers Trust has agreed that if in any year the aggregate expenses of any Fund
and its respective Portfolio (including fees pursuant to the Advisory Agreement,
but excluding interest, taxes, brokerage and, if permitted by the relevant state
securities commissions, extraordinary expenses) exceed the expense limitation of
any state having jurisdiction over a Fund, Bankers Trust will reimburse the Fund
for the excess expense to the extent required by state law.

                                  Distributor

ICC Distributors is the principal distributor for shares of the Fund. ICC
Distributors is a registered broker-dealer and is unaffiliated with Bankers
Trust. The principal business address of ICC Distributors is P.O. Box 7558,
Portland, Maine 04101.

                                 Service Agent

All shareholders must be represented by a Service Agent. The Adviser acts as a
Service Agent pursuant to its Administration and Services Agreement with the
Trust and receives no additional compensation from the Fund for such shareholder
services. The service fees of any other Service Agents, including broker-
dealers, will be paid by the Adviser from its fees. The services provided

                                       33
<PAGE>


by a Service Agent may include establishing and maintaining shareholder
accounts, processing purchase and redemption transactions, arranging for bank
wires, performing shareholder sub-accounting, answering client inquiries
regarding the Trust, assisting clients in changing dividend options, account
designations and addresses, providing periodic statements showing the client's
account balance, transmitting proxy statements, periodic reports, updated
prospectuses and other communications to shareholders and, with respect to
meetings of shareholders, collecting, tabulating and forwarding to the Trust
executed proxies and obtaining such other information and performing such other
services as the Administrator or the Service Agent's clients may reasonably
request and agree upon with the Service Agent. Service Agents may separately
charge their clients additional fees only to cover provision of additional or
more comprehensive services not already provided under the Administration and
Services Agreement with the Adviser, or of the type or scope not generally
offered by a mutual fund, such as cash management services or enhanced
retirement or trust reporting. In addition, investors may be charged a
transaction fee if they effect transactions in Fund shares through a Service
Agent. Each Service Agent has agreed to transmit to shareholders, who are its
customers, appropriate disclosures of any fees that it may charge them directly.

                         Custodian and Transfer Agent

Bankers Trust, 130 Liberty Street (One Bankers Trust Plaza), New York, New York
10006, serves as Custodian for the Trust pursuant to the administration and
services agreements. As Custodian, it holds the Fund's assets. Bankers Trust
also serves as transfer agent of the Trust 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 for its out-of-pocket expenses. Bankers
Trust will comply with the self-custodian provisions of Rule 17f-2 under the
1940 Act.

                          Banking Regulatory Matters

Bankers Trust has been advised by its counsel that in its opinion Bankers Trust
may perform the services for the Fund contemplated by the Advisory Agreement and
other activities for the Fund 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. 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 Board of Trustees would review the relationship with Bankers
Trust and consider taking all actions necessary in the circumstances.

                                       34
<PAGE>

                      Counsel and Independent Accountants

Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New York 10019-6099,
serves as Counsel to the Trust. PricewaterhouseCoopers LLP, 250 West Pratt
Street, Baltimore, Maryland 21201 acts as Independent Accountants of the Trust.

                           Organization Of The Trust

The Trust was organized on February 28, 1992 under the laws of the Commonwealth
of Massachusetts. The Fund was established and designated as a separate series
of the Trust on June 23, 1992. The Trust offers shares of a beneficial interest
of separate series, par value $0.001 per share. The Trust currently consists of
20 separate series, including the Funds, and BT Investment Portfolios currently
consist of 16 separate subtrusts, including the Portfolios other than the
International Equity Portfolio. On August 6, 1996, the Trustees of the Trust
established and designated two classes of shares of beneficial interests of the
Fund -- the Advisor class of shares and the Investment class of shares. On
December 8, 1999, the Trustees of the Trust changed the name of the Investment
Class to the Institutional Class. The shares of the other series of the Trust
are not currently offered. No series of shares has any preference over any other
series.

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

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

The Trust is an entity commonly known as a "Massachusetts business trust." Under
Massachusetts law, shareholders of such a business trust may, under certain
circumstances, be held personally liable as partners for its obligations.
However, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which both inadequate
insurance existed and the Trust itself was unable to meet its obligations. 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 for indemnification from the
Trust's property for all losses and expenses of any shareholder held personally
liable for the obligations of the Trust. Thus, the risk of a shareholder's
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Trust itself would be unable to meet its obligations,
a possibility that the Trust believes is remote. Upon payment of any liability
incurred by the Trust, the shareholder paying the liability will be entitled to
reimbursement from the general assets of the Trust. The Trustees intend to
conduct the operations of the Trust in a manner so as to avoid, as far as
possible, ultimate liability of the shareholders for liabilities of the Trust.

                                       35
<PAGE>


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

                                   Taxation

                          Dividends And Distributions

The Fund distributes substantially all of its net income and capital gains to
shareholders each year. The Fund distributes capital gains annually. Unless a
shareholder instructs the Trust to pay such dividends and distributions in cash,
they will be automatically reinvested in additional shares of the Fund.

The Fund intends to qualify as a regulated investment company, as defined in the
Code. Provided the Fund meets the requirements imposed by the Code and
distributes all of its income and gains, a Fund will not pay any federal income
or excise taxes.

Distributions from the Fund's income and short-term capital gains are taxed as
dividends, and long-term capital gain distributions are taxed as long-term
capital gains. The Fund's capital gain distributions are taxable when they are
paid, whether you take them in cash or reinvest them in additional shares.
Distributions declared to shareholders of record in October, November or
December and paid in January are taxable on December 31. The Fund will send each
shareholder a tax statement by January 31 showing the tax status of the
distributions received during the past year.

On the ex-date for a distribution from capital gains, each Fund's share value is
reduced by the amount of the distribution. If you buy shares just before the ex-
date ("buying a dividend"), you will pay the full price for the shares and then
receive a portion of the price back as a taxable distribution.

                             Taxation of the Fund

As a regulated investment company, the Fund will not be subject to U.S. Federal
income tax on its investment company taxable income and net capital gains (the
excess of net long-term capital gains over net short-term capital losses), if
any, that it distributes to shareholders. The Fund intends to distribute to its
shareholders, at least annually, substantially all of its investment company
taxable income and net capital gains, and therefore does not anticipate
incurring a Federal income tax liability.

                                       36
<PAGE>

If for any taxable year the Fund does not qualify for the special federal income
tax treatment afforded regulated investment companies, all of its taxable income
will be subject to federal income tax at regular corporate rates (without any
deduction for distributions to its shareholders). In such event, dividend
distributions, would be taxable to shareholders to the extent of current
accumulated earnings and profits, and would be eligible for the dividends
received deduction for corporations in the case of corporate shareholders.

A Fund's investment in Section 1256 contracts, such as regulated futures
contracts, most forward currency forward contracts traded in the interbank
market and options on most stock indices, are subject to special tax rules.  All
section 1256 contracts held by a Fund at the end of its taxable year are
required to be marked to their market value, and any unrealized gain or loss on
those positions will be included in the Fund's income as if each position had
been sold for its fair market value at the end of the taxable year.  The
resulting gain or loss will be combined with any gain or loss realized by the
Fund from positions in section 1256 contracts closed during the taxable year.
Provided such positions were held as capital assets and were not part of a
"hedging transaction" nor part of a "straddle," 60% of the resulting net gain or
loss will be treated as long-term capital gain or loss, and 40% of such net gain
or loss will be treated as short-term capital gain or loss, regardless of the
period of time the positions were actually held by the Fund.

Each Fund shareholder will receive, if appropriate, various written notices
after the close of the Fund's prior taxable year as to the federal income status
of his dividends and distributions which were received from the Fund during the
Fund's prior taxable year. Shareholders should consult their tax advisers as to
any state and local taxes that may apply to these dividends and distributions.
The dollar amount of dividends excluded from federal income taxation and the
dollar amount subject to such income taxation, if any, will vary for each
shareholder depending upon the size and duration of each shareholder's
investment in the Fund. To the extent that the Fund earns taxable net investment
income, the Fund intends to designate as taxable dividends the same percentage
of each dividend as its taxable net investment income bears to its total net
investment income earned. Therefore, the percentage of each dividend designated
as taxable, if any, may vary.

                              Foreign Securities

Income from investments in foreign stocks or securities may be subject to
foreign taxes. Tax conventions between certain countries and the United States
may reduce or eliminate such taxes. It is impossible to determine the effective
rate of foreign tax in advance since the amount of the Fund's assets to be
invested in various countries will vary.

                                Sale of Shares

Any gain or loss realized by a shareholder upon the sale or other disposition of
shares of the Fund, or upon receipt of a distribution in complete liquidation of
the Fund, generally will be a capital gain or loss which will be long-term or
short-term, generally 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 (including shares acquired pursuant
to a dividend reinvestment plan) within a period of 61 days beginning 30 days
before and ending 30 days after disposition of the shares.  In such case, the
basis of the shares acquired will be

                                       37
<PAGE>


adjusted to reflect the disallowed loss. Any loss realized by a shareholder on
disposition of the Fund shares held by the shareholders 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 such shares.

Because the tax treatment also depends on your purchase price and your personal
tax position, you should keep your regular account statements to use in
determining your tax.

On the ex-date for a distribution from capital gains, the Fund's share value is
reduced by the amount of the distribution.  If you buy shares just before the
ex-date ("buying a dividend"), you will pay the full price for the shares and
then receive a portion of the price back as a taxable distribution.

                           Foreign Withholding Taxes

Income received by the Fund from sources within foreign countries may be subject
to withholding and other taxes imposed by such countries.

                              Backup Withholding

The Fund may be required to withhold U.S. Federal income tax at the rate of 31%
of all taxable distributions payable to shareholders who fail to provide the
Fund with their correct taxpayer identification number or to make required
certifications, or who have been notified by the Internal Revenue Service that
they are subject to backup withholding.  Corporate shareholders and certain
other shareholders specified in the Code generally are exempt from such backup
withholding.  Backup withholding is not an additional tax.  Any amounts withheld
may be credited against the shareholder's U.S. Federal income tax liability.

                             Foreign Shareholders

The tax consequences to a foreign shareholder of an investment in the Fund may
be different from those described herein.  Foreign shareholders are advised to
consult their own tax advisers with respect to the particular tax consequences
to them of an investment in the Fund.

                                Other Taxation

The Trust is organized as a Massachusetts business trust and, under current law,
neither the Trust nor the Fund is liable for any income or franchise tax in the
Commonwealth of Massachusetts, provided that the Fund continues to qualify as a
regulated investment company under Subchapter M of the Code.

Fund shareholders may be subject to state and local taxes on the Fund
distributions. Shareholders are advised to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in the Fund.

                             Financial Statements

                                       38
<PAGE>

The financial statements for the Fund for the period ended September 30, 1999,
are incorporated herein by reference to the Fund's Annual Report dated September
30, 1999. A copy of the Annual Report may be obtained without charge by
contacting the Fund.

                                       39
<PAGE>

                                   APPENDIX

                           Commercial Paper Ratings

S&P's Commercial Paper Ratings

A is the highest commercial paper rating category utilized by S&P, which uses
the numbers 1+, 1, 2 and 3 to denote relative strength within its A
classification. Commercial paper issues rated A by S&P have the following
characteristics: Liquidity ratios are better than industry average. Long-term
debt rating is A or better. The issuer has access to at least two additional
channels of borrowing. Basic earnings and cash flow are in an upward trend.
Typically, the issuer is a strong company in a well-established industry and has
superior management.

Moody's Commercial Paper 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: leading
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 rated 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.

Fitch Investors Service and Duff & Phelps Commercial Paper Ratings

Commercial paper rated "Fitch-1" is considered to be the highest grade paper and
is regarded as having the strongest degree of assurance for timely payment.
"Fitch-2" is considered very good grade paper and reflects an assurance of
timely payment only slightly less in degree than the strangest issue.

 . have the following characteristics: very high certainty of timely payment,
excellent liquidity factors supported by strong fundamental protection factors,
and risk factors which are very small. Issues rated "Duff 2" have a good
certainty of timely payment, sound liquidity factors and company fundamentals,
small risk factors, and good access to capital markets.

                                       40
<PAGE>


                                             STATEMENT OF ADDITIONAL INFORMATION

                                                                JANUARY 31, 2000


Investment Adviser and Administrator of each Portfolio
BANKERS TRUST COMPANY
130 Liberty Street
(One Bankers Trust Plaza)
New York, NY 10006

Distributor
ICC DISTRIBUTORS, INC.
Two Portland Square
Portland, ME 04101

Custodian and Transfer Agent
BANKERS TRUST COMPANY
130 Liberty Street
(One Bankers Trust Plaza)
New York, NY 10006

Independent Accountants
PRICEWATERHOUSECOOPERS LLP
250 West Pratt Street
Baltimore, MD 21201

Counsel
WILLKIE FARR & GALLAGHER
787 Seventh Avenue
New York, NY 10019


No person has been authorized to give any information or to make any
representations other than those contained in the Trust's Prospectus, its SAIs
or the Trust's official sales literature in connection with the offering of the
Trust's shares and, if given or made, such other information or representations
must not be relied on as having been authorized by the Trust. Neither the
Prospectus nor this SAI constitutes an offer in any state in which, or to any
person to whom, such offer may not lawfully be made.



CUSIP # 055922751
477SAI (1/00)

                                       41
<PAGE>


                                                                    STATEMENT OF
                                                          ADDITIONAL INFORMATION

                                                                January 31, 2000

BT Pyramid Mutual Funds

PreservationPlus

formerly BT PreservationPlus Fund

    Investment Class (formerly Service Class)
    Institutional Class
    Institutional Service Class


PreservationPlus (the "Fund") is a separate series of BT Pyramid Mutual Funds
(the "Trust"), an open-end, management investment company (mutual fund).  The
Investment 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.

As described in the Shares' respective Prospectuses, the Fund seeks to achieve
its investment objective by investing all its net investable assets in
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 ICC Distributors, Inc., the Trust's distributor (the
"Distributor"), to participant-directed employee benefit plans meeting specified
criteria ("Plans"). Shares are offered to Plans either directly or through
vehicles such as bank collective funds or insurance company separate accounts
consisting solely of such Plans (collectively, "Plan Pools").  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 January 31, 2000.  The
Prospectus provides the basic information investors should know before
investing. 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. You may request a copy of a prospectus or a
paper copy of this SAI, if you have received it electronically, free of charge
by calling the Trust at the telephone number listed below or by contacting any
Service Agent (which is a broker, financial advisor or
<PAGE>

other bank, dealer or other institution that has a sub-shareholder servicing
agreement with Bankers Trust). 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. The
Fund's and Portfolio's financial statements for the year ended September 30,
1999, are incorporated herein by reference to the Annual Report to shareholders
dated September 30, 1999. A copy of the Fund's and Portfolio's Annual Report may
be obtained without charge by calling the Fund at the telephone number listed
below.

                             BANKERS TRUST COMPANY

             Investment Adviser of the Portfolio and Administrator


                             ICC DISTRIBUTORS, INC.

                                  Distributor

                              Two Portland Square

                             Portland, Maine 04101
<PAGE>

                               TABLE OF CONTENTS



INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS................ 5
     Investment Objective...................................... 5
     Investment Policies....................................... 5
     Rating Services.............................................
     Investment Restrictions.....................................
     Portfolio Transactions and Brokerage Commissions............

PERFORMANCE INFORMATION..........................................
     Standard Performance Informat...............................
     Comparison of Fund Performance..............................
     Economic and Market Information.............................

VALUATION OF ASSETS; REDEMPTIONS IN KIND.........................

OVERVIEW OF THE TYPES OF INDIVIDUAL RETIREMENT ACCOUNTS..........
     Types of Individual Retirement Accounts.....................

Ownership of Shares Through Plans................................

QUALIFIED  REDEMPTIONS...........................................
     Traditional IRAs, SEP-IRAs and SIMPLE IRAs..................
     Roth IRAs...................................................
     Keogh Plans.................................................
     Education IRAs..............................................

MANAGEMENT OF THE TRUSTS.........................................
     TRUSTEES OF BT PYRAMID MUTUAL FUNDS.........................
     TRUSTEES OF BT INVESTMENT PORTFOLIOS........................
     OFFICERS OF THE TRUSTS AND BT INVESTMENT PORTFOLIOS.........
     Trustee Compensation Table..................................
     Investment Adviser..........................................
     Administrator...............................................
     Distributor.................................................
     Service Agent...............................................
     Use of Name.................................................
     Banking Regulatory Matters..................................
     Counsel and Independent Accountants.........................

ORGANIZATION OF THE TRUST........................................

TAXATION.........................................................
     Taxation of the Fund........................................


<PAGE>

     Taxation of the Portfolio...................................
     Other Taxation..............................................
     Foreign Withholding.........................................

APPENDIX.........................................................
<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 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 net 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 contracts ("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 following is a discussion of the various investments of and techniques
employed by the Portfolio.

Short-Term Instruments. Up to 35% of the Portfolio's total assets may be
invested in high quality short-term investments with remaining maturities of 397
days or less to maintain the Liquidity Reserve (as defined below), to meet
anticipated redemptions and expenses for day-to-day operating purposes and when,
in the opinion of Bankers Trust Company, the Portfolio's investment adviser (the
"Adviser" or "Bankers Trust"), it is advisable to adopt a temporary defensive
position because of unusual and adverse conditions affecting the respective
markets. 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; (v) shares of money market
mutual funds; and (vi) 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 ("S&P") or A-2 or higher by Moody's Investors
Service, Inc.
                                       1
<PAGE>

("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 the Adviser.

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).

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.

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 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

                                       2
<PAGE>

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.

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- and Asset-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. Collateralized mortgage
obligations ("CMOs") and other mortgage pay-through securities exhibit
characteristics of both pass-through and mortgage-backed bonds. 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. 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.

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.

                                       3
<PAGE>

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.

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.

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.

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.

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

                                       4
<PAGE>

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.

Zero-Coupon Securities.  The Portfolio may invest in certain zero coupon
securities that are "stripped" U.S. Treasury notes and bonds. Zero Coupon
Securities including CATS, TIGRs and TRs, are the separate income or principal
components of a debt instrument. 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. Zero coupon securities 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.

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
specified 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 Wrapper Agreements purchased by the Portfolio, the
Crediting Rate is the actual interest earned on the Covered Assets, or an index-
based approximation thereof, 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 the 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 investments 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

                                       5
<PAGE>

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.

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.

                                       6
<PAGE>


Wrapper Providers are banks, insurance companies and other financial
institutions.  The number of Wrapper Providers has been increasing in recent
years.  As of December 1999, 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.

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" herein.

With respect to payments made under the Wrapper Agreements between the Portfolio
and the Wrapper Provider, some Wrapper Agreements, as noted above, 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,

                                       7
<PAGE>

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. Under the terms of most Wrapper Agreements,
the Wrapper Provider will have the right to terminate the Wrapper Agreement in
the event that material changes are made to the Portfolio's investment
objective, limitations or operations. In such event, the Portfolio may be
obligated to pay the Wrapper Provider termination fees equal in amount to the
premiums that would have been due had the Wrapper Agreement continued through
the predetermined period. The Portfolio will have the right to terminate a
Wrapper Agreement for any reason. Such right, however, may also be subject to
the payment of termination fees. 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 and that such securities maintain a higher credit rating than
is normally required, either of which requirements might adversely affect the
return of the Portfolio and the Fund.

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.  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

                                       8
<PAGE>

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. 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.
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).

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 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

                                       9
<PAGE>

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.

TBA Purchase Commitments. The Fund may enter into TBA purchase commitments to
purchase securities for a fixed price at a future date, typically not exceeding
45 days.  TBA purchase commitments may be considered securities in themselves,
and involve a risk of loss if the value of the security to be purchased declines
prior to settlement date, which risk is in addition to the risk of decline in
the value of a Portfolio's other assets.  Unsettled TBA purchase commitments are
valued at the current market value of the underlying securities.

Additional U.S. Government Obligations.  The Portfolio may invest in obligations
issued or guaranteed by U.S. government agencies or instrumentalities. 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.
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.

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

                                      10
<PAGE>

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.

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.  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
                                      11
<PAGE>

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

                                      12
<PAGE>

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

                                      13
<PAGE>

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 net 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

                                      14
<PAGE>

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.

                                      15
<PAGE>

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.

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.

                                      16
<PAGE>

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" herein.
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.

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 net 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 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:

 . the fact that the skills needed to use hedging instruments are different from
  those needed to select securities for the Portfolio;

                                      17
<PAGE>

 . 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;

 . 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

 . 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.

                                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.

                                      18
<PAGE>

                            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 net 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

                                      19
<PAGE>

   (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 (including any exemptions or exclusions
   therefrom), 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 Trust
   Board to be liquid).

                                      20
<PAGE>

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.

                                      21
<PAGE>

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:

                                      22
<PAGE>

 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. The 30-day yield for the
 Investment Class shares, Institutional Class Shares and Institutional Service
 Class for the period ending September 30, 1999 was 5.11%, 5.51% and 5.36%,
 respectively.

 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.

    <TABLE>
<CAPTION>
==============================================================================================================================
                                                                      Average Annual Total Returns
                                                                    Period Ending September 30, 1999
- ------------------------------------------------------------------------------------------------------------------------------
                                                          One Year                        Since Commencement of
                                                                                          Operations
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                             <C>
Investment Class Shares (commencing                       5.25%                           5.28%
operations September 23, 1998)
- ------------------------------------------------------------------------------------------------------------------------------
Institutional Class Shares (commencing                    5.66%                           5.79%
operations December 14, 1997)
- ------------------------------------------------------------------------------------------------------------------------------
Institutional Service Class Shares                        5.50%                           5.60%
(commencing operations
April 1, 1998)
==============================================================================================================================
</TABLE>



Performance Results: Any performance information provided for the Shares' should
snot 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.

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


                                      23
<PAGE>

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. 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.

Comparison of Fund Performance

Comparison of the quoted non-standardized 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.
- ------------------  -------------     -----

                                      24
<PAGE>

                        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 $4.4 trillion to the more than 6,700 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

                                      25
<PAGE>

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.

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.

The Fund and the Portfolio each 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 or Plan Pool 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 shareholder will be the same or
substantially similar to the terms and conditions of the Wrapper Agreements held
by the Portfolio. The redeeming Plan or Plan Pool must execute the assigned
Wrapper Agreement(s) in order to obtain the benefits provided thereunder.
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 or Plan Pool 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% annually 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 or Plan
Pool may freely sell portfolio securities covered by a Wrapper Agreement, its
management of the portfolio securities must be consistent with Wrapper Agreement

                                      26
<PAGE>

requirements in order for it to obtain the benefits of the agreements. Moreover,
a Plan or Plan Pool 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 or Plan Pool 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 at the close of business on the following business day.

The Fund and the Portfolio each reserves the right to redeem all of its shares,
if the Board of Trustees votes to liquidate the Fund and/or Portfolio.

                                      27
<PAGE>


                            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.

                      Trustees of the Trusts and Portfolio

CHARLES P. BIGGAR (birth date: October 13, 1930) -- Trustee of the Trusts and
Portfolio; Trustee of each of the other investment companies in the Fund
Complex/1/; Retired; former Vice President, International Business Machines
("IBM") and President, National Services and the Field Engineering Divisions of
IBM.  His address is 12 Hitching Post Lane, Chappaqua, New York 10514.

S. LELAND DILL (birth date: March 28, 1930) -- Trustee of the Trusts and
Portfolio; Trustee of each of the other investment companies in the Fund
Complex; Retired; Director, Coutts (U.S.A.) International; Trustee, Phoenix-
Zweig Trust/2/ and Phoenix-Euclid Market Neutral Fund/2/; former Partner, KPMG
Peat Marwick; Director, Vintners International Company Inc.; Director, Coutts
Trust Holdings Ltd., Director, Coutts Group; General Partner, Pemco/2/. His
address is 5070 North Ocean Drive, Singer Island, Florida 33404.

MARTIN J. GRUBER (birth date: July 15, 1937) -- Trustee of the Trusts and
Portfolio; Trustee of each of the other investment companies in the Fund
Complex; Nomura Professor of Finance, Leonard N. Stern School of Business, New
York University (since 1964); Trustee, TIAA/2/; Trustee, SG Cowen Mutual
Funds/2/; Trustee, Japan Equity Fund/2/; Trustee, Taiwan Equity Fund/2/. His
address is 229 South Irving Street, Ridgewood, New Jersey 07450.

RICHARD HALE* (birth date: July 17, 1945) -- Trustee of the Trusts and
Portfolio; Trustee of each of the other investment companies in the Fund
Complex; Managing Director, Deutsche Asset Management;




- -----------------------
/1/ The "Fund Complex" consists of BT Investment Funds, BT Institutional Funds,
BT Pyramid Mutual Funds, BT Advisor Funds, Cash Management Portfolio,
Intermediate Tax Free Portfolio, Tax Free Money Portfolio, NY Tax Free Money
Portfolio, Treasury Money Portfolio, International Equity Portfolio, Equity 500
Index Portfolio, Capital Appreciation Portfolio, Asset Management Portfolio and
BT Investment Portfolios.

/2/ An investment company registered under the Investment Company Act of 1940,
as amended (the "Act").

                                      28
<PAGE>


Director, Flag Investors Funds/2/; Managing Director, Deutsche Banc Alex. Brown
LLC; Director and President, Investment Company Capital Corp.  His address is
205 Woodbrook Lane, Baltimore, Maryland 21212.

RICHARD J. HERRING (birth date: February 18, 1946) -- Trustee of the Trusts and
Portfolio; Trustee of each of the other investment companies in the Fund
Complex; Jacob Safra Professor of International Banking, Professor of Finance
and Vice Dean, The Wharton School, University of Pennsylvania (since 1972). His
address is 325 South Roberts Road, Bryn Mawr, Pennsylvania  19010.

BRUCE E. LANGTON (birth date: May 10, 1931) -- Trustee of the Trusts and
Portfolio; Trustee of each of the other investment companies in the Fund
Complex; Retired; Trustee, Allmerica Financial Mutual Funds (1992-present);
Member, Pension and Thrift Plans and Investment Committee, Unilever U.S.
Corporation (1989 to present)/3/; Director, TWA Pilots Directed Account Plan and
401(k) Plan (1988 to present)/2/.  His address is 99 Jordan Lane, Stamford,
Connecticut 06903.

PHILIP SAUNDERS, JR. (birth date: October 11, 1935) -- Trustee of the Trusts and
Portfolio; Trustee of each of the other investment companies in the Fund
Complex; Principal, Philip Saunders Associates (Economic and Financial
Analysis); former Director, Financial Industry Consulting, Wolf & Company;
President, John Hancock Home Mortgage Corporation; Senior Vice President of
Treasury and Financial Services, John Hancock Mutual Life Insurance Company,
Inc.  His address is 445 Glen Road, Weston, Massachusetts 02193.

HARRY VAN BENSCHOTEN (birth date: February 18, 1928) -- Trustee of the Trusts
and Portfolio; Trustee of each of the other investment companies in the Fund
Complex; Retired; Director, Canada Life Insurance Corporation of New York.  His
address is 6581 Ridgewood Drive, Naples, Florida  34108.

*  "Interested Person" within the meaning of Section 2(a)(19) of the Act.  Mr.
Hale is a Managing Director of Deutsche Asset Management, the U.S. asset
management unit of Deutsche Bank and its affiliates.

The Board has an Audit Committee that meets with the Trusts' and Portfolio's
independent accountants to review the financial statements of the Trust, the
adequacy of internal controls and the accounting procedures and policies of the
Trust.  Each member of the Board except Mr. Hale also is a member of the Audit
Committee.



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

/3/ A publicly held company with securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended.


                                      29
<PAGE>


                      Officers of the Trusts and Portfolio


DANIEL O. HIRSCH (birth date:  March 27, 1954) -- Secretary of the Trusts and
Portfolio; Director, Deutsche Banc Alex. Brown LLC and Investment Company
Capital Corp. since July 1998; Assistant General Counsel, Office of the General
Counsel, United States Securities and Exchange Commission from 1993 to 1998.
His address is One South Street, Baltimore, Maryland 21202.

JOHN A. KEFFER (birth date: July 14, 1942) -- President and Chief Executive
Officer of the Trusts and Portfolio; President, Forum Financial Group L.L.C. and
its affiliates; President, ICC Distributors, Inc./4/  His address is ICC
Distributors, Inc., Two Portland Square, Portland, Maine 04101.

CHARLES A. RIZZO (birth date: August 5, 1958) Treasurer of the Trusts and
Portfolio; Vice President and Department Head, Deutsche Asset Management since
1998; Senior Manager, PricewaterhouseCoopers LLP from 1993 to 1998.  His address
is One South Street, Baltimore, MD 21202.

Messrs. Hirsch, Keffer and Rizzo also hold similar positions for other
investment companies for which ICC Distributors, or an affiliate serves as the
principal underwriter.

No person who is an officer or director of Bankers Trust is an officer or
Trustee of the Trust.  No director, officer or employee of ICC Distributors,
Inc. or any of its affiliates will receive any compensation from the Trust for
serving as an officer or Trustee of the Trust.

<TABLE>
<CAPTION>

                                             Trustee Compensation Table
- ----------------------------------------------------------------------------------------------------------------
                                Aggregate            Aggregate                 Total Compensation
Name of Person,                 Compensation         Compensation              from Fund Complex
Position,                       from Trust*+         from Portfolio            Paid to Trustees**
- ----------------------------------------------------------------------------------------------------------------
<S>                             <C>                      <C>                   <C>
Charles P. Biggar               N/A                  $1,288                    $43,750
- ----------------------------------------------------------------------------------------------------------------
S. Leland Dill                  N/A                  $1,086                    $43,750
- ----------------------------------------------------------------------------------------------------------------
Martin J. Gruber                $29,849              N/A                       $45,000
- ----------------------------------------------------------------------------------------------------------------
Richard J. Herring              N/A                  N/A                       $43,750
- ----------------------------------------------------------------------------------------------------------------
Kelvin J. Lancaster             $8,933               N/A                       $27,500
- ----------------------------------------------------------------------------------------------------------------
Bruce E. Langton                N/A                  N/A                       $43,750
- ----------------------------------------------------------------------------------------------------------------
Philip Saunders, Jr.            N/A                  $1,120                    $45,000
- ----------------------------------------------------------------------------------------------------------------
Harry Van Benschoten            $29,849              N/A                       $45,000
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

- -------------------
/4/ Underwriter/distributor for the Trust. Mr. Keffer owns 100% of the shares of
ICC Distributors, Inc.

                                      30
<PAGE>

*  The aggregate compensation is provided for the BT Pyramid Mutual Funds which
   is comprised of 6 funds.

+  Information is provided for the Trust's fiscal year ended September 30, 1999.

** Aggregated information is furnished for the Fund Complex which consists of
   the following: BT Investment Funds, BT Institutional Funds, BT Pyramid Mutual
   Funds, BT Advisor Funds, BT Investment Portfolios, Cash Management Portfolio,
   Treasury Money Portfolio, Tax Free Money Portfolio, NY Tax Free Money
   Portfolio, International Equity Portfolio, Short Intermediate US Government
   Securities Portfolio, Intermediate Tax Free Portfolio, Asset Management
   Portfolio, Equity 500 Index Portfolio, and Capital Appreciation Portfolio.
   The compensation is provided for the fiscal year ended September 30, 1998.

As of December 31, 1999, 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).

As of December 31, 1999, the following shareholders owned 5% or more of the
outstanding Investment Class Shares of the Fund: T. Rowe Price Trust Co. Cust.
FBO Swedish American Healthcare 401K, P.O. Box 17215, Baltimore, MD 21297-1215
(41%); National Plus 410K Plan FBO Textile Workers Pension Fund, U/A DTD
03/30/89, c/o Monica Bender, 6 Blackstone Valley Place, Suite 302, Lincoln, RI
02865-1112 (23%); Scudder Trust Co. Cust., U/A DTD 09/01/1996, FBO Community
Health Systems Inc., Retirement & Profit Sharing Plan, 11 Northeastern Blvd.,
Salem, NH 03079-1953 (20%); Security Trust Company Trust, U/A DTD 05/01/1999,
FBO Burnstead Construction 401K PSP, 2390 E. Camelback Road, Suite 240, Phoenix,
AZ 85016-3474 (9%).

As of December 31, 1999, the following shareholders owned 5% or more of the
outstanding Institutional Class Shares of the Fund: Chase Manhattan Bank
Trustee, U/A 1/1/85 FBO Avon Employees, Savings Stock Ownership Plan, Attn: Anna
Tikonoff, 130 Liberty Street, Floor 23, New York, NY 10006-1105 (47%); Fidelity
Invest. Instit. Op. Cust. FBO Samaritan Health Systems, Futura 401K Savings
Plan, 100 Magellan Way, Mailzone KWIC, Covington, KY 41015-1987 (17%); Boston
Safe Deposit & Trust Co. Trustee, Thermo Electron Corp. Moneywatch Plus Plan U/A
DTD 1/1/94, 130 Liberty Street, Floor 23, New York, NY 10006-1105 (14%); Robert
E. Rich, Robert E. Rich Jr., David A. Rich Trustees U/A DTD 1/1/85, Rich
Products Retirement and Savings Plan Trust, c/o James R. Haddad, 1150 Niagara
Street, Buffalo, NY 14213-1714 (9%); Partnershare Plan of Bankers Trust, New
York Corporation and Affiliates, Amended and Restated 1/1/1997, Attn: Anna
Tikonoff, 130 Liberty Street, Floor 23, New York, NY 10006-1105 (7%).

As of December 31, 1999, the following shareholders owned 5% or more of the
outstanding Institutional Service Class Shares of the Fund: Collins and Aikman
Retirement Income Plan, c/o Bankers Trust, Attn: Frances Chaba, 100 Plaza One MS
3055, Jersey City, NJ 07311-3901 (35%); Bankers Trust Company Trustee, U/A DTD
07/01/1991 FBO The Sweetheart Cup Co. 401K PS & Retirement Plan, 100 Plaza One,
Jersey City, NJ 07311-3901 (30%); Bankers Trust Co. Trustee, U/A DTD 10/01/1998,
Grove U.S. LLC Retirement Savings 401K, Attn: Anna Tikonoff, 130 Liberty Street,
Floor 23, New York, NY 10006-1105 (19%); Northwestern Trust Company, Svg. 401K
Savings Plan, 1201 3rd Avenue, Suite 2010, Seattle, WA 98101-3026.

                                      31
<PAGE>

                                 Code of Ethics

     The Board of Trustees of the Fund has adopted a Code of Ethics pursuant to
Rule 17j-1 under the 1940 Act.  The Fund's Code of Ethics permits Fund personnel
to invest in securities for their own accounts, but requires compliance with the
Code's pre-clearance requirements (with certain exceptions).  In addition, the
Fund's Code of Ethics provides for trading "blackout periods" that prohibit
trading by personnel within periods of trading by the Fund in the same security.
The Fund's Code of Ethics also prohibits short term trading profits and personal
investment in initial public offerings.  The Code requires prior approval with
respect to purchases of securities in private placements.

     The Fund's adviser, Bankers Trust Company, has also adopted a Code of
Ethics.  The Code of Ethics allows personnel to invest in securities for their
own accounts, but require compliance with the Code's pre-clearance requirements
and other restrictions including "blackout periods" and minimum holding periods,
subject to limited exceptions.  The Code prohibits purchases of securities in
initial public offerings (the prohibition is limited to U.S. public offerings)
and requires prior approval for purchases of securities in private placements.

     The Fund's principal underwriter, ICC Distributors, Inc., has adopted a
Code of Ethics applicable to ICC's distribution services to registered
investment companies such as the Fund.  The ICC Code of Ethics prohibits
directors and officers of ICC from executing trades on a day during which the
individual knows or should have known that a Fund in the individual's complex
has a pending "buy" or "sell" order in the same security, subject to certain
exceptions.  The ICC Code of Ethics also requires pre-clearance for purchases of
securities in an initial public offering or private placement.

                               Investment Adviser

Bankers Trust is the Portfolio's investment adviser.   Bankers Trust is a wholly
owned subsidiary of Deutsche Bank.  Deutsche Bank is a banking company with
limited liability organized under the laws of the Federal Republic of Germany.
Deutsche Bank is the parent company of a group consisting of banks, capital
markets companies, fund management companies, mortgage banks, a property finance
company, installment financing and leasing companies, insurance companies,
research and consultancy companies and other domestic and foreign companies.

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. Also,
in

                                      32
<PAGE>

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.

For the years ended September 30, 1999 and September 30, 1998, Bankers Trust
earned $940,438 and $435,257, respectively in compensation for investment
advisory services.

At a special meeting held in 1999, shareholders of the Portfolio also approved a
new investment advisory agreement with Deutsche Asset Management, Inc.
("Deutsche Asset Management, Inc.") (formerly Morgan Grenfell Inc.).  The new
investment advisory agreement with Deutsche Asset Management, Inc. may be
implemented within two years of the date of the Special Meeting upon approval of
a majority of the members of the Board of Trustees who are not "interested
persons" ("Independent Trustees").  Shareholders of the Portfolio also approved
a new sub-investment advisory agreement among the Portfolio, Deutsche Asset
Management, Inc. and Bankers Trust under which Bankers Trust may perform certain
of Deutsche Asset Management, Inc.'s responsibilities, at Deutsche Asset
Management, Inc.'s expense, upon approval of the Independent Trustees, within
two years of the date of the Special Meeting.  Deutsche Asset Management, Inc.
is a subsidiary of Deutsche Asset Management Ltd., a wholly owned subsidiary of
Deutsche Morgan Grenfell Group PLC, an investment holding company which is, in
turn, a wholly owned subsidiary of Deutsche Bank.

                                 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.

For the periods ended September 30, 1999 and September 30, 1998, Bankers Trust
earned $24,730 and $19, respectively, from the Investment Class, $180,759 and
$211,798, respectively from the Institutional Class, and $80,733 and $20,080,
respectively from the Institutional Service Class in compensation for
administrative and other services provided to the Fund. During the same periods,
Bankers Trust reimbursed $22,639 and $19, respectively, to the Investment Class,
$205,687 and $308,573,

                                      33
<PAGE>


respectively, to the Institutional Class, and $102,600 and $40,029 respectively,
to the Institutional Service Class to cover expenses.

For the periods ended September 30, 1999 and September 30, 1998, Bankers Trust
earned $145,708 and $64,560, respectively, for administrative and other services
provided to the Portfolio.

                           Waivers and Reimbursements

For the periods ended September 30, 1999 and September 30, 1998, Bankers Trust
waived and/or reimbursed $430,972 and $244,398, respectively, to cover Fund and
portfolio expenses.

                          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.

                           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 Auditors

Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New York 10019, serves
as counsel to the Trusts.  Ernst & Young LLP, Two Commerce Square, 2001 Market
Street, Philadelphia, Pennsylvania, 19103, acts as independent auditors 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

                                      34
<PAGE>

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.

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) 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 (c) distribute for each
taxable

                                      35
<PAGE>

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.

If the Fund fails to qualify as a RIC for any taxable year, all of its taxable
income will be subject to tax at regular corporate income tax rates without any
deduction for distributions to shareholders and such distributions generally
will be taxable to shareholders as ordinary dividends to the extent of the
Fund's current and accumulated earnings and profits.  In this event,
distributions generally will be eligible for the dividends-received deduction
for corporate shareholders.

                           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

                                      36
<PAGE>

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.

                                 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.

                              Financial Statements

The financial statements for the Fund and the Portfolio for the fiscal year
ended September 30, 1999 are incorporated herein by reference to the Annual
Report to shareholders of the Fund dated September 30, 1999. A copy of the
Annual Report may be obtained without charge by contacting the Fund.

                                      37
<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.

                                      38
<PAGE>


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.

                                      39
<PAGE>


Duff & Phelps' Long-Term Debt Ratings:

<TABLE>
<CAPTION>

<S>                  <C>
=============================================================================================================================


=============================================================================================================================
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
BB                   prospective financial protection factors fluctuate according to industry conditions or
BB-                  company fortunes.  Overall quality may move up or down frequently within this category.
=============================================================================================================================
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.
=============================================================================================================================
</TABLE>

                                      40
<PAGE>


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.

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.


                                      41
<PAGE>

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.

                                      42
<PAGE>


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 non-financial 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.

                                      43
<PAGE>

Duff & Phelps' Claims Paying Ability Ratings:

<TABLE>
<CAPTION>
<S>              <C>
=========================================================================================================================
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
BB               is 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.
=================================================================================================================
</TABLE>

                                      44
<PAGE>

Investment Adviser of the Portfolio and Administrator
BANKERS TRUST COMPANY

Distributor
ICC DISTRIBUTORS, INC.

Custodian and Transfer Agent
BANKERS TRUST COMPANY

Independent Auditors
ERNST & YOUNG LLP

Counsel
WILLKIE FARR & GALLAGHER

                                 ____________________

No person has been authorized to give any information or to make any
representations other than those contained in the Trust's Prospectus, its SAI or
the Trust's official sales literature in connection with the offering of the
Trust's shares and, if given or made, such other information or representations
must not be relied on as having been authorized by the Trust.  Neither the
Prospectus nor this SAI constitutes an offer in any state in which, or to any
person to whom, such offer may not lawfully be made.

                              ____________________
CUSIP Numbers:
055847834
055847818
055847826
COMBPPLUS SAI (1/2000)
<PAGE>

PART C - OTHER INFORMATION

ITEM 23. Exhibits.

(a)  Declaration of Trust of the Trust;/1/
     (i)   Eighth Amended and Restated Establishment and Designation of
           Series;/2/
(b)  By-Laws of the Trust;/1/
(c)  Instruments Defining Rights of Security Holders;/3/
(d)  Investment Advisory Agreement dated June 4, 1999; filed herewith
(e)  Distribution Agreement;/4/
(f)  Bonus/Profit Sharing Contracts - Not Applicable;
(g)  Custodian Agreement between Registrant and Bankers Trust Company;/5/
     (i)   Amendment #1 to Exhibit A to the Custodian Agreement between the
           Registrant and Bankers Trust Company;/6/
     (ii)  Cash Services Agreement between the Registrant and Bankers Trust
           Company;/7/
(h)  Administration and Services Agreement;/8/
     (i)   Exhibit D to Administration and Services Agreement; /4/
     (ii)  Amended and Restated Shareholder Services Plan for BT
           PreservationPlus Fund;/4/
     (iii) Agreement to Provide Shareholder Services for BT PreservationPlus
           Fund;/4/
     (iv)  Expense Limitation Agreement dated September 30, 1999 on behalf of
           Equity Appreciation Fund and PreservationPlus Fund; filed herewith
     (v)   Expense Limitation Agreement dated June 4, 1999, on behalf of BT
           Investment Money Market and BT Investment Equity 500 Index Funds;
           filed herewith
     (vi)  Expense Limitation Agreement dated June 4, 1999, on behalf of BT
           Institutional Asset Management Fund; filed herewith
(i)  Other Opinions -- Not applicable;
(j)  Consent of Independent Accountants - filed herewith;
(k)  Omitted Financial Statements - Not Applicable;
(l)  Investment representation letters of initial shareholders of the Trust;/9/
(m)  Rule 12b-1 Plans - Not applicable;
(n)  Financial Data Schedules - filed herewith;
(o)  Rule 18f-3 Plan (Multiple Class Expense Allocation);/2/
     (i)   Revised Multiple Class Expense Allocation Plan;/6/

___________________________________
1.   Incorporated by reference to Post-Effective Amendment No. 5 to Registrant's
     Registration Statement as filed with the Commission on July 31, 1995.
<PAGE>

2.  Incorporated by reference to Post-Effective Amendment No. 14 to Registrant's
    Registration Statement as filed with the Commission on February 25, 1997.
3.  Incorporated by reference to Section 6.2 of Registrant's Declaration of
    Trust.
4.  Incorporated by reference to Post-Effective Amendment No. 22 to Registrant's
    Registration Statement as filed with the Commission on November 24, 1998.
5.  Incorporated by reference to Post-Effective Amendment No. 18 to Registrant's
    Registration Statement as filed with the Commission July 1, 1997.
6.  Incorporated by reference to Post-Effective Amendment No. 19 to Registrant's
    Registration Statement as filed with the Commission on January 28, 1998.
7.  Incorporated by reference to Post-Effective Amendment No. 21 to Registrant's
    Registration Statement as filed with the Commission on June 30, 1998.
8.  Incorporated by reference to Post-Effective Amendment No. 3 to Registrant's
    Registration Statement as filed with the Commission on April 30, 1993.
9.  Incorporated by reference herein to Pre-Effective Amendment No. 1 to
    Registrant's Registration Statement as filed with the Commission on June 9,
    1992.
10. Incorporated by reference to Post-Effective Amendment No. 25 to Registrant's
    Registration Statement as filed with the Commission on January 28, 1999.
11. Incorporated by reference to Post-Effective Amendment No. 27 to Registrant's
    Registration Statement as filed with the Commission on April 30, 1999.
12. Incorporated by reference to Post-Effective Amendment No. 28 to Registrant's
    Registration Statement as filed with the Commission on May 28, 1999.

ITEM 24. Persons Controlled by or Under Common Control with Registrant.

Not applicable.

ITEM 25. Indemnification.

Incorporated by reference to Post-Effective Amendment No. 8 to Registrant's
Registration Statement as filed with the Commission on April 30, 1996.
<PAGE>

ITEM 26. Business and Other Connections of Investment Adviser.

Bankers Trust Company ("Bankers Trust") serves as investment adviser to the
Portfolio. Bankers Trust, a New York banking corporation, is a wholly owned
subsidiary of Deutsche Bank A.G. 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 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 Deutsche Bank A.G. Set forth below are the names and principal businesses of
the directors and officers of Bankers Trust who to our knowledge as of December
31, 1999, are engaged in any other business, profession, vocation or employment
of a substantial nature.

Josef Ackermann
Chairman of the Board, Chief Executive Officer and President, Bankers Trust;
Member, Board of Managing Directors, Deutsche Bank AG. Address: Deutsche Bank
AG, Taunusanlage 12, D-60262 Frankfurt am Main, Federal Republic of Germany.

Hans Angermueller
Director, Bankers Trust; Director of various corporations; Shearman and
Sterling, of counsel. Address: Shearman & Sterling, 599 Lexington Avenue, New
York, New York 10022

George B. Beitzel
Director, Bankers Trust and Bankers Trust Corporation since 1977; Director of
various corporations. Address: 29 King Street, Chappaqua, New York 10514-3432.

William R. Howell
Director, Bankers Trust; Chairman Emeritus, J.C. Penney Company, Inc.; Director
of various corporations. Address: J.C. Penney Company, Inc., P.O. Box 10001,
Dallas, Texas 74301-1109.

Hermann-Josef Lamberti

Director, Bankers Trust; Member, Board of Managing Directors, Deutsche Bank AG.
Address: Deutsche Bank AG, Taunusanlage 12, D-60262 Frankfurt am Main, Federal
Republic of Germany.
<PAGE>

John A. Ross
Director, Bankers Trust; Regional Chief Executive Officer, Deutsche Bank
Americas Holding Corp. Address: Deutsche Bank, 31 West 52nd Street, New York,
New York 10019.

Ronaldo H. Schmitz
Director, Bankers Trust; Member, Board of Managing Directors, Deutsche Bank AG.
Address: Deutsche Bank AG, Taunusanlage 12, D-60262 Frankfurt am Main, Federal
Republic of Germany.

Item 27. Principal Underwriters.

(a)  ICC Distributors, Inc., the Distributor for shares of the Registrant, also
     acts as principal underwriter for the following open-end investment
     companies: BT Advisor Funds, BT Institutional Funds, BT Investment Funds,
     Cash Management Portfolio, Intermediate Tax Free Portfolio, NY Tax Free
     Money Portfolio, Treasury Money Portfolio, International Equity Portfolio,
     Equity 500 Index Portfolio, Capital Appreciation Portfolio, Asset
     Management Portfolio, BT Investment Portfolio, BT Alex. Brown Cash Reserve
     Fund, Flag Investors Communications Fund, Inc., Flag Investors
     International Fund, Inc., Flag Investors emerging Growth Fund, Inc., Total
     Return U.S. Treasury Fund, Inc., Managed Municipal Fund, Inc., Flag
     Investors Short-Intermediate Income Fund, Inc., Flag Investors Value
     Builder Fund, Inc., Flag Investors Real Estate Securities Fund, Inc., Flag
     Investors Equity Partners Fund, Inc., Flag Investors Funds, Inc. (formerly
     known as Deutsche Portfolios, Inc.), Morgan Grenfell Investment Trust, DP
     Trust, The Glenmede Funds, Inc. and The Glenmede Portfolios.

(b)  Unless otherwise stated, the principal business address for the following
     persons is Two Portland Square, Portland, Maine 04101.

<TABLE>
<CAPTION>

Name and                          Positions and               Positions and
Principal Business                Offices with                Offices with
Address                           Distributor                 Registrant
<S>                               <C>                         <C>
John Y. Keffer                    President                   None
Ronald H. Hirsch                  Treasurer                   None
David I. Goldstein                Secretary                   None
Benjamin L. Niles                 Vice President              None
Marc D. Keffer                    Assistant Secretary         None
Nanette K. Chern                  Chief Compliance Officer    None
Frederick Skillin                 Assistant Treasurer         None
</TABLE>
<PAGE>

(c)  None

ITEM 28. Location of Accounts and Records.

BT Investment Funds:              Deutsche Asset Management
(Registrant)                      One South Street
                                  Baltimore, MD  21202

Bankers Trust Company:            130 Liberty Street
(Custodian, Investment Adviser    New York, NY 10006
and Administrator)

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

ICC Distributors, Inc.:           Two Portland Square
(Distributor)                     Portland, ME 04101

ITEM 29. Management Services.

Not Applicable

ITEM 30. Undertakings.

Not Applicable
<PAGE>

                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant, BT PYRAMID
MUTUAL FUNDS, has duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, duly authorized, in the City of
Baltimore and the State of Maryland on this 28th day of January, 2000.

                         BT PYRAMID MUTUAL FUNDS

                    By:  /s/ Daniel O. Hirsch
                         ---------------------------
                         Daniel O. Hirsch, Secretary
                         January 28, 2000

    Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registrant's Registration Statement has been signed below by the
following persons in the capacity and on the date indicated:

NAME                          TITLE                           DATE

By: /s/ DANIEL O. HIRSCH      Secretary                       January 28, 2000
- -----------------------       (Attorney in Fact
    Daniel O. Hirsch          For the Persons Listed Below)


/s/ JOHN Y. KEFFER*           President and
- -----------------------       Chief Executive Officer
John Y. Keffer

/s/ CHARLES A. RIZZO*         Treasurer (Principal
- -----------------------       Financial and Accounting Officer)
Charles A. Rizzo

/s/ CHARLES P. BIGGAR*        Trustee
- -----------------------
Charles P. Biggar

/s/ S. LELAND DILL*           Trustee
- -----------------------
S. Leland Dill

/s/ MARTIN J. GRUBER*         Trustee
- -----------------------
Martin J. Gruber

/s/ RICHARD T. HALE*          Trustee
- -----------------------
Richard T. Hale

/s/ RICHARD R. HERRING*       Trustee
- -----------------------
Richard R. Herring
<PAGE>

/s/ BRUCE E. LANGTON*         Trustee
- -------------------------
Bruce E. Langton

/s/ PHILIP SAUNDERS, JR.*     Trustee
- -------------------------
Kelvin J. Lancaster

/s/ HARRY VAN BENSCHOTEN*     Trustee
- -------------------------
Harry Van Benschoten

*By Power of Attorney - Incorporated by reference to Post-Effective Amendment
No. 64 of BT Investment Funds as filed with the Commission on October 22, 1999.
<PAGE>

    BT INVESTMENT PORTFOLIOS has duly caused this Post-Effective Amendment No.
31 to the Registration Statement on Form N-1A of BT Pyramid Mutual Funds to be
signed on its behalf by the undersigned authorized in the City of Baltimore and
the State of Maryland on the 31th day of January, 2000.

                         BT INVESTMENT PORTFOLIOS

                    By:  /s/ Daniel O. Hirsch
                         ---------------------------
                         Daniel O. Hirsch, Secretary
                         November 30, 1999

This Post-Effective Amendment No. 31 to the Registration Statement of BT Pyramid
Mutual Funds has been signed below by the following persons in the capacities
indicated with respect to BT INVESTMENT PORTFOLIOS.

NAME                          TITLE                          DATE

By: /s/ DANIEL O. HIRSCH      Secretary                      November 30, 1999
- -----------------------       (Attorney in Fact
    Daniel O. Hirsch          For the Persons Listed Below)


/s/ JOHN Y. KEFFER*           President and
- -----------------------       Chief Executive Officer
John Y. Keffer

/s/ CHARLES A. RIZZO*         Treasurer (Principal
- -----------------------       Financial and Accounting Officer)
Charles A. Rizzo

/s/ CHARLES P. BIGGAR*        Trustee
- -----------------------
Charles P. Biggar

/s/ S. LELAND DILL*           Trustee
- -----------------------
S. Leland Dill

/s/ MARTIN J. GRUBER*         Trustee
- -----------------------
Martin J. Gruber

/s/ RICHARD T. HALE*          Trustee
- -----------------------
Richard T. Hale

/s/ RICHARD R. HERRING*       Trustee
- -----------------------
Richard R. Herring

/s/ BRUCE E. LANGTON*         Trustee
- -----------------------
Bruce E. Langton
<PAGE>

/s/ PHILIP SAUNDERS, JR.*     Trustee
- -------------------------
Kelvin J. Lancaster

/s/ HARRY VAN BENSCHOTEN*     Trustee
- -------------------------
Harry Van Benschoten

*By Power of Attorney - Incorporated by reference to Post-Effective Amendment
No. 64 of BT Investment Funds as filed with the Commission on October 22, 1999.
<PAGE>

                             RESOLUTION RELATING TO
                    RATIFICATION OF REGISTRATION STATEMENTS

                           (Approved by the Boards of
                              BT Investment Funds,
                            BT Pyramid Mutual Funds,
               BT Institutional Funds, (the "Trust" or "Trusts")
                         Quantitative Equity Portfolio,
                        Capital Appreciation Portfolio,
                        Pacific Basin Equity Portfolio,
                        Latin American Equity Portfolio,
                              Small Cap Portfolio,
                       BT PreservationPlus Portfolio, and
                      BT PreservationPlus Income Portfolio
                 (the "Portfolio Trust" or "Portfolio Trusts"))

     RESOLVED, That the proper officers of the Trusts be,and they hereby are,
          authorized and directed to execute, in the name and on behalf of the
          Trust, a Post-Effective Amendment under the Securities Act of 1933
          (the "1933 Act") and an Amendment under the Investment Company Act of
          1940, as amended, (the "1940 Act") to the Trust's Registration
          Statement on Form N-1A, and all necessary exhibits and other
          instruments relating thereto (collectively, the "Registration
          Statement"), to procure all other necessary signatures thereon, and to
          file the appropriate exhibits thereto, with the Securities and
          Exchange Commission in connection with any matter relating to the
          Registration Statement; and further

     RESOLVED, That any officer of the Trusts be, and he or she hereby is,
          authorized and directed in the name and on behalf of the Trust to take
          any and all action which the officer so acting may deem necessary or
          advisable in order to obtain a permit to register or qualify shares of
          common stock of the Trust for issuance and sale or to request an
          exemption from registration of shares of common stock of the Trust
          under the securities laws of such of the states of the United States
          of America or other jurisdictions, including Canada, as such officer
          may deem advisable, and in connection with such registration, permits,
          licenses, qualifications and exemptions to execute, acknowledge,
          verify, deliver, file and publish all
<PAGE>

          such applications, reports, issuer's covenants, resolutions,
          irrevocable consents to service of process, powers of attorney and
          other papers and instruments as may be required under such laws or may
          be deemed by such officer to be useful or advisable to be filed
          thereunder, and that the form of any and all resolutions required by
          any such state authority in connection with such registration,
          licensing, permitting, qualification or exemption is hereby adopted if
          (1) in the opinion of the officer of the Trust so acting the adoption
          of such resolutions is necessary or advisable, and (2) the Secretary
          of the Trust evidences such adoption by filing herewith copies of such
          resolutions which shall thereupon be deemed to be adopted by the Board
          of Directors and incorporated in the minutes as a part of this
          resolution and with the same force and effect as if attached hereto
          and that the proper officers of the Trust are hereby authorized to
          take any and all action that they may deem necessary or advisable in
          order to maintain such registration in effect for as long as they may
          deem to be in the best interests of the Trust; and further

     RESOLVED, That any and all actions heretofore or hereafter taken by such
          officer or officers within the terms of the foregoing resolutions be,
          and they hereby are, ratified and confirmed as the authorized act and
          deed of the Trust; and further

     RESOLVED, That the proper officers of the Portfolio Trusts be, and they
          hereby are, authorized and directed to execute, in the name and on
          behalf of the Portfolio Trust, an Amendment under the 1940 Act to the
          Portfolio Trust's Registration Statement, to procure all other
          necessary signatures thereon, and to file the appropriate exhibits
          thereto, with the Commission, the 1940 Act and to appear, together
          with legal counsel, on behalf of the Portfolio Trust before the
          Commission in connection with any matter relating to the Registration
          Statement; and further

     RESOLVED, That any officer of the Portfolio Trusts be, and he or she hereby
          is, authorized and directed in the name and on behalf of the Portfolio
          Trust to take any and all action which the officer so acting
<PAGE>

          may deem necessary or advisable in order to obtain a permit to
          register or qualify shares of common stock of the Portfolio Trust for
          issuance and sale or to request an exemption from registration of
          shares of common stock of the Portfolio Trust under the securities
          laws of such of the states of the United States of America or other
          jurisdictions, including Canada, as such officer may deem advisable,
          and in connection with such registration, permits, licenses,
          qualifications and exemptions to execute, acknowledge, verify,
          deliver, file and publish all such applications, reports, issuer's
          covenants, resolutions, irrevocable consents to service of process,
          powers of attorney and other papers and instruments as may be required
          under such laws or may be deemed by such officer to be useful or
          advisable to be filed thereunder, and that the form of any and all
          resolutions required by any such state authority in connection with
          such registration, licensing, permitting, qualification or exemption
          is hereby adopted if (1) in the opinion of the officer of the
          Portfolio Trust so acting the adoption of such resolutions is
          necessary or advisable, and (2) the Secretary of the Portfolio Trust
          evidences such adoption by filing herewith copies of such resolutions
          which shall thereupon be deemed to be adopted by the Board of
          Directors and incorporated in the minutes as a part of this resolution
          and with the same force and effect as if attached hereto and that the
          proper officers of the Portfolio Trust are hereby authorized to take
          any and all action that they may deem necessary or advisable in order
          to maintain such registration in effect for as long as they may deem
          to be in the best interests of the Portfolio Trust; and further

     RESOLVED, That any and all actions heretofore or hereafter taken by such
          officer or officers within the terms of the foregoing resolutions be,
          and they hereby are, ratified and confirmed as the authorized act and
          deed of the Portfolio Trust.

<PAGE>

                                                                      EXHIBIT 23

                      CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 31 to the Registration Statement on Form N-1A of our report dated
November 16, 1999, relating to the financial statements and financial highlights
which appears in the September 30, 1999 Annual Report to Shareholders of the BT
Investment Equity Appreciation Fund, which is also incorporated by reference
into the Registration Statement.  We also consent to the references to us under
the headings "Financial Highlights" and "Independent Accountants" in such
Registration Statement.

/s/ PricewaterhouseCoopers LLP
- -------------------------------
PricewaterhouseCoopers LLP
Baltimore, Maryland
January 27, 1999


<PAGE>

                                                                    EXHIBIT 23.1

              Consent of Ernst & Young LLP, Independent Auditors


We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectuses and "Financial Statements" in the Statement of
Additional Information of PreservationPlus and to the incorporation by reference
in this Post-Effective Amendment No. 31 to the Registration Statement (Form N-
1A) (No. 33-45973) of BT Pyramid Mutual Funds of our report dated November 8,
1999, included in the 1999 Annual Report to shareholders of BT PreservationPlus
Fund.

/s/ Ernst & Young LLP
- ---------------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
January 26, 2000

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 6
<SERIES>
<NUMBER>  01
<NAME>    BT EQUITY APPRECIATION FUND
</SERIES>

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-END>                               SEP-30-1999
<INVESTMENTS-AT-COST>                      147,410,277
<INVESTMENTS-AT-VALUE>                     180,427,459
<RECEIVABLES>                                2,020,497
<ASSETS-OTHER>                                  23,215
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             182,471,171
<PAYABLE-FOR-SECURITIES>                    10,626,187
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      136,434
<TOTAL-LIABILITIES>                         10,762,621
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   103,019,050
<SHARES-COMMON-STOCK>                        8,536,924
<SHARES-COMMON-PRIOR>                        8,207,903
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     35,672,318
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    33,017,182
<NET-ASSETS>                               171,708,550
<DIVIDEND-INCOME>                            1,060,541
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,541,701
<NET-INVESTMENT-INCOME>                      (481,160)
<REALIZED-GAINS-CURRENT>                    36,268,372
<APPREC-INCREASE-CURRENT>                   16,844,927
<NET-CHANGE-FROM-OPS>                       52,632,139
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                       513,014
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      3,051,438
<NUMBER-OF-SHARES-REDEEMED>                  3,282,762
<SHARES-REINVESTED>                             33,076
<NET-CHANGE-IN-ASSETS>                      49,631,444
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                      398,119
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          981,463
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,844,206
<AVERAGE-NET-ASSETS>                       154,287,748
<PER-SHARE-NAV-BEGIN>                            13.98
<PER-SHARE-NII>                                 (0.06)
<PER-SHARE-GAIN-APPREC>                           6.25
<PER-SHARE-DIVIDEND>                              0.00
<PER-SHARE-DISTRIBUTIONS>                       (0.06)
<RETURNS-OF-CAPITAL>                              0.00
<PER-SHARE-NAV-END>                              20.11
<EXPENSE-RATIO>                                   1.00



</TABLE>

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 6
<SERIES>
<NUMBER>  02
<NAME>    Preservation Plus Fund Service Class
</SERIES>

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-END>                               SEP-30-1999
<INVESTMENTS-AT-COST>                      340,755,684
<INVESTMENTS-AT-VALUE>                     340,755,684
<RECEIVABLES>                                  353,904
<ASSETS-OTHER>                                 258,011
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             341,367,599
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    1,015,945
<TOTAL-LIABILITIES>                          1,015,945
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    17,112,780
<SHARES-COMMON-STOCK>                        1,709,871
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (2,394,568)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,130,319
<NET-ASSETS>                                17,098,709
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                              16,199,262
<EXPENSES-NET>                                 335,319
<NET-INVESTMENT-INCOME>                     15,863,943
<REALIZED-GAINS-CURRENT>                   (2,122,205)
<APPREC-INCREASE-CURRENT>                    2,122,205
<NET-CHANGE-FROM-OPS>                       15,863,943
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      514,628
<DISTRIBUTIONS-OF-GAINS>                        14,071
<DISTRIBUTIONS-OTHER>                         (14,071)
<NUMBER-OF-SHARES-SOLD>                      1,822,089
<NUMBER-OF-SHARES-REDEEMED>                  (204,066)
<SHARES-REINVESTED>                             51,405
<NET-CHANGE-IN-ASSETS>                      16,694,279
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                721,992
<AVERAGE-NET-ASSETS>                         9,892,539
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                   0.51
<PER-SHARE-GAIN-APPREC>                           0.00
<PER-SHARE-DIVIDEND>                            (0.51)
<PER-SHARE-DISTRIBUTIONS>                       (0.05)
<RETURNS-OF-CAPITAL>                              0.05
<PER-SHARE-NAV-END>                              10.00
<EXPENSE-RATIO>                                   0.80


</TABLE>

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 6
<SERIES>
<NUMBER>  03
<NAME>    Preservation Plus Fund Institutional Class
</SERIES>

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-END>                               SEP-30-1999
<INVESTMENTS-AT-COST>                      340,755,684
<INVESTMENTS-AT-VALUE>                     340,755,684
<RECEIVABLES>                                  353,904
<ASSETS-OTHER>                                 258,011
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             341,367,599
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    1,015,945
<TOTAL-LIABILITIES>                          1,015,945
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   187,437,711
<SHARES-COMMON-STOCK>                       18,656,321
<SHARES-COMMON-PRIOR>                       16,219,286
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (2,394,568)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,130,319
<NET-ASSETS>                               186,563,222
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                              16,199,262
<EXPENSES-NET>                                 335,319
<NET-INVESTMENT-INCOME>                     15,863,943
<REALIZED-GAINS-CURRENT>                   (2,122,205)
<APPREC-INCREASE-CURRENT>                    2,122,205
<NET-CHANGE-FROM-OPS>                       15,863,943
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    9,995,052
<DISTRIBUTIONS-OF-GAINS>                       874,487
<DISTRIBUTIONS-OTHER>                        (874,487)
<NUMBER-OF-SHARES-SOLD>                      5,332,928
<NUMBER-OF-SHARES-REDEEMED>                (3,970,685)
<SHARES-REINVESTED>                          1,074,792
<NET-CHANGE-IN-ASSETS>                      24,370,362
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                721,992
<AVERAGE-NET-ASSETS>                       180,753,129
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                   0.55
<PER-SHARE-GAIN-APPREC>                           0.00
<PER-SHARE-DIVIDEND>                            (0.55)
<PER-SHARE-DISTRIBUTIONS>                       (0.05)
<RETURNS-OF-CAPITAL>                              0.05
<PER-SHARE-NAV-END>                              10.00
<EXPENSE-RATIO>                                   0.40


</TABLE>

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 6
<SERIES>
<NUMBER>  04
<NAME>    Preservation Plus Fund Institutional Service Class
</SERIES>

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-END>                               SEP-30-1999
<INVESTMENTS-AT-COST>                      340,755,684
<INVESTMENTS-AT-VALUE>                     340,755,684
<RECEIVABLES>                                  353,904
<ASSETS-OTHER>                                 258,011
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             341,367,599
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    1,015,945
<TOTAL-LIABILITIES>                          1,015,945
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   115,220,100
<SHARES-COMMON-STOCK>                       11,493,538
<SHARES-COMMON-PRIOR>                        5,513,656
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (2,394,568)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,130,319
<NET-ASSETS>                               114,935,376
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                              16,199,262
<EXPENSES-NET>                                 335,319
<NET-INVESTMENT-INCOME>                     15,863,943
<REALIZED-GAINS-CURRENT>                   (2,122,205)
<APPREC-INCREASE-CURRENT>                    2,122,205
<NET-CHANGE-FROM-OPS>                       15,863,943
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    4,330,326
<DISTRIBUTIONS-OF-GAINS>                       284,725
<DISTRIBUTIONS-OTHER>                        (284,725)
<NUMBER-OF-SHARES-SOLD>                      8,620,987
<NUMBER-OF-SHARES-REDEEMED>                (3,096,018)
<SHARES-REINVESTED>                            454,913
<NET-CHANGE-IN-ASSETS>                      59,798,818
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                721,992
<AVERAGE-NET-ASSETS>                        80,729,884
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                   0.54
<PER-SHARE-GAIN-APPREC>                           0.00
<PER-SHARE-DIVIDEND>                            (0.54)
<PER-SHARE-DISTRIBUTIONS>                       (0.05)
<RETURNS-OF-CAPITAL>                              0.05
<PER-SHARE-NAV-END>                              10.00
<EXPENSE-RATIO>                                   0.55


</TABLE>

<PAGE>

                                                                    Exhibit 99.d

                         INVESTMENT ADVISORY AGREEMENT

     AGREEMENT made as of June 4, 1999 by and between BT PYRAMID MUTUAL FUNDS, a
Massachusetts business trust (herein called the "Trust") and BANKERS TRUST
COMPANY (herein called the "Investment Adviser").

     WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940;

     WHEREAS, the Trust desires to retain the Investment Adviser to render
investment advisory and other services to the Trust with respect to certain of
its series of shares of beneficial interests as may currently exist or be
created in the future (each, a "Fund") as listed on Exhibit A hereto, and the
Investment Adviser is willing to so render such services on the terms
hereinafter set forth;

     NOW, THEREFORE, this Agreement

                             W I T N E S S E T H:

     In consideration of the promises and mutual covenants herein contained, it
is agreed between the parties hereto as follows:

     1. Appointment.  The Trust hereby appoints the Investment Adviser to act as
        -----------
investment adviser to each Fund for the period and on the terms set forth in
this Agreement. The Investment Adviser accepts such appointment and agrees to
render the services herein set forth for the compensation herein provided.

     2. Management. Subject to the supervision of the Board of Trustees of the
        ----------
Trust, the Investment Adviser will provide a continuous investment program for
the Fund, including investment research and management with respect to all
securities, investments, cash and cash equivalents in the Fund. The Investment
Adviser will determine from time to time what securities and other investments
will be purchased, retained or sold by each Fund. The Investment Adviser will
provide the services rendered by it hereunder in accordance with the investment
objective(s) and policies of each Fund as stated in the Fund's then-current
prospectus and statement of additional information (or the Fund's then current
registration statement on Form N-1A as filed with the Securities and Exchange
Commission (the "SEC") and the then-current offering memorandum if the Fund is
not registered under the Securities Act of 1933, as amended ("1933 Act"). The
Investment Adviser further agrees that it:

          (a) will conform with all applicable rules and regulations of the SEC
(herein called the "Rules") and with all applicable provisions of the 1933 Act;
as amended, the Securities Exchange Act of 1934, as amended (the "1934 Act"),
the Investment Company Act of 1940, as amended (the "1940 Act"); and the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and will, in
addition, conduct
<PAGE>

its activities under this Agreement in accordance with regulations of the Board
of Governors of the Federal Reserve System pertaining to the investment advisory
activities of bank holding companies and their subsidiaries;

          (b) will place orders pursuant to its investment determinations for
each Fund either directly with the issuer or with any broker or dealer selected
by it. In placing orders with brokers and dealers, the Investment Adviser will
use its reasonable best efforts to obtain the best net price and the most
favorable execution of its orders, after taking into account all factors it
deems relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the broker
or dealer, and the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. Consistent with this obligation,
the Investment Adviser may, to the extent permitted by law, purchase and sell
portfolio securities to and from brokers and dealers who provide brokerage and
research services (within the meaning of Section 28(e) of the 1934 Act) to or
for the benefit of any fund and/or other accounts over which the Investment
Adviser or any of its affiliates exercises investment discretion. Subject to the
review of the Trust's Board of Trustees from time to time with respect to the
extent and continuation of the policy, the Investment Adviser is authorized to
pay to a broker or dealer who provides such brokerage and research services a
commission for effecting a securities transaction which is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if the Investment Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the overall responsibilities of the Investment Adviser
with respect to the accounts as to which it exercises investment discretion; and

          (c) will maintain books and records with respect to the securities
transactions of each Fund and will render to the Trust's Board of Trustees such
periodic and special reports as the Board may request.

     3. Services Not Exclusive. The investment advisory services rendered by the
        ----------------------
Investment Adviser hereunder are not to be deemed exclusive, and the Investment
Adviser shall be free to render similar services to others so long as its
services under this Agreement are not impaired thereby.

     4. Books and Records. In compliance with the requirements of Rule 31a-3 of
        -----------------
the Rules under the 1940 Act, the Investment Adviser hereby agrees that all
records which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon
request of the Trust.  The Investment Adviser further agrees to preserve for the
periods prescribed by Rule 31 a-2 under the 1940 Act the records required to be
maintained by Rule 31 a-1 under the 1940 Act and to comply in full with the
requirements of Rule 204-2 under the Advisers Act pertaining to

                                       2
<PAGE>

the maintenance of books and records.

     5. Expenses. During the term of this Agreement, the Investment Adviser will
        --------
pay all expenses incurred by it in connection with its activities under this
Agreement other than the cost of purchasing securities (including brokerage
commissions, if any) for the Fund.

     6. Compensation. For the services provided and the expenses assumed
        ------------
pursuant to this Agreement, the Trust will pay the Investment Adviser, and the
Investment Adviser will accept as full compensation therefor, fees, computed
daily and payable monthly, on an annual basis equal to the percentage set forth
on Exhibit A hereto of that Fund's average daily net assets.

     7. Limitation of Liability of the Investment Adviser: Indemnification.
        ------------------------------------------------------------------

          (a) The Investment Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by a Fund in connection with
the matters to which this Agreement relates, except a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Investment Adviser in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement;

          (b) Subject to the exceptions and limitations contained in Section
7(c) below:

               (i)   the Investment Adviser (hereinafter referred to as a
"Covered Person") shall be indemnified by the respective Fund to the fullest
extent permitted by law, against liability and against all expenses reasonably
incurred or paid by him in connection with any claim, action, suit or proceeding
in which he becomes involved, as a party or otherwise, by virtue of his being or
having been the Investment Adviser of the Fund, and against amounts paid or
incurred by him in the settlement thereof;

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

          (c) No indemnification shall be provided hereunder to a Covered
Person:

               (i)   who shall have been adjudicated by a court or body before
which

                                       3
<PAGE>

the proceeding was brought (A) to be liable to the Trust or to one or more
Funds' investors by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his office, or
(B) not to have acted in good faith in the reasonable belief that his action was
in the best interest of a Fund; or

               (ii)  in the event of a settlement, unless there has been a
determination that such Covered Person did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office;

                     (A) by the court or other body approving the settlement; or

                     (B) by at least a majority of those Trustees who are
neither Interested Persons of the Trust nor are parties to the matter based upon
a review of readily available facts (as opposed to a full trial-type inquiry);
or

                     (C) by written opinion of independent legal counsel based
upon a review of readily available facts (as opposed to a full trial-type
inquiry); provided, however, that any investor in a Fund may, by appropriate
legal proceedings, challenge any such determination by the Trustees or by
independent counsel.

          (d) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person may now or
hereafter be entitled, shall continue as to a person who has ceased to be a
Covered Person and shall inure to the benefit of the successors and assigns of
such person.  Nothing contained herein shall affect any rights to
indemnification to which Trust personnel and any other persons, other than a
Covered Person, may be entitled by contract or otherwise under law.

          (e) Expenses in connection with the preparation and presentation of a
defense to any claim, suit or proceeding of the character described in
subsection (b) of this Section 7 may be paid by the Trust on behalf of the
respective Fund from time to time prior to final disposition thereto upon
receipt of an undertaking by or on behalf of such Covered Person that such
amount will be paid over by him to the Trust on behalf of the respective Fund if
it is ultimately determined that he is not entitled to indemnification under
this Section 7; provided, however, that either (i) such Covered Person shall
have provided appropriate security for such undertaking or (ii) the Trust shall
be insured against losses arising out of any such advance payments, or (iii)
either a majority of the Trustees who are neither Interested Persons of the
Trust nor parties to the matter, or independent legal counsel in a written
opinion, shall have determined, based upon a review of readily available facts
as opposed to a trial-type inquiry or full investigation, that there is reason
to believe that such Covered Person will be entitled to

                                       4
<PAGE>

indemnification under this Section 7.

     8.  Duration and Termination. This Agreement shall be effective as to a
         ------------------------
Fund as of the date the Fund commences investment operations after this
Agreement shall have been approved by the Board of Trustees of the Trust with
respect to that Fund and the Investor(s) in the Fund in the manner contemplated
by Section 15 of the 1940 Act and, unless sooner terminated as provided herein,
shall continue until the second anniversary of such date. Thereafter, if not
terminated, this Agreement shall continue in effect as to such Fund for
successive periods of 12 months each, provided such continuance is specifically
approved at least annually (a) by the vote of a majority of those members of the
Board of Trustees of the Trust who are not parties to this Agreement or
Interested Persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval, or (b) by Vote of a Majority of the
Outstanding Voting Securities of the Trust; provided, however, that this
Agreement may be terminated by the Trust at any time, without the payment of any
penalty, by the Board of Trustees of the Trust, by Vote of a Majority of the
Outstanding Voting Securities of the Trust on 60 days' written notice to the
Investment Adviser, or by the Investment Adviser as to the Trust at any time,
without payment of any penalty, on 90 days' written notice to the Trust. This
Agreement will immediately terminate in the event of its assignment (as used in
this Agreement, the terms "Vote of a Majority of the Outstanding Voting
Securities," "Interested Person" and "Assignment' shall have the same meanings
as such terms have in the 1940 Act and the rules and regulatory constructions
thereunder.)

     9.  Amendment of this Agreement.  No material term of this Agreement may be
         ---------------------------
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of a material term of this
Agreement shall be effective with respect to a Fund, until approved by Vote of a
Majority of the Outstanding Voting Securities of that Fund.

     10. Representations and Warranties. The Investment Adviser hereby
         -------------------------------
represents and warrants as follows:

          (a) The Investment Adviser is exempt from registration under the 1940
Act:

          (b) The Investment Adviser has all requisite authority to enter into,
execute, deliver and perform its obligations under this Agreement;

          (c) This Agreement is legal, valid and binding, and enforceable in
accordance with its terms; and

                                       5
<PAGE>

          (d) The performance by the Investment Adviser of its obligations under
this Agreement does not conflict with any law to which it is subject.

     11. Covenants. The Investment Adviser hereby covenants and agrees that, so
         ---------
long as this Agreement shall remain in effect:

          (a) The Investment Adviser shall remain either exempt from, or
registered under, the registration provisions of the Advisers Act; and

          (b) The performance by the Investment Adviser of its obligations under
this Agreement shall not conflict with any law to which it is then subject.

     12. Notices. Any notice required to be given pursuant to this Agreement
         -------
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (a) to the Investment Adviser, Mutual Funds Services, 130 Liberty
Street (One Bankers Trust Plaza), New York, New York 10006 or (b) to the Trust,
c/o BT Alex. Brown, Inc., One South Street, Baltimore, Maryland 21202.

     13. Waiver.  With full knowledge of the circumstances and the effect of its
         ------
action, the Investment Adviser hereby waives any and all rights which it may
acquire in the future against the property of any investor in a Fund, other than
shares in that Fund, which arise out of any action or inaction of the Trust
under this Agreement.

     14. Miscellaneous. The captions in this Agreement are included for
         --------------
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.  If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.

     This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and shall be governed by the laws
of the Commonwealth of Massachusetts, without reference to principles of
conflicts of law.  The Trust is organized under the laws of the Commonwealth of
Massachusetts pursuant to a Declaration of Trust dated February 28, 1992, as
amended.  No Trustee, officer or employee of the Trust shall be personally bound
by or liable hereunder, nor shall resort be had to their private property for
the satisfaction of any obligation or claim hereunder.

                                       6
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

                                BT PYRAMID MUTUAL FUNDS


                                By: /s/ Daniel O. Hirsch
                                    ------------------------
                                    Name:  Daniel O. Hirsch
                                    Title: Secretary



                                BANKERS TRUST COMPANY


                                By: /s/ Ross Youngman
                                    -------------------------
                                    Name:  Ross Youngman
                                    Title:  Managing Director

                                       7
<PAGE>

                                   EXHIBIT A
                                   ---------

                                      TO
                         INVESTMENT ADVISORY AGREEMENT
                            MADE AS OF JUNE 4, 1999
                                    BETWEEN
               BT PYRAMID MUTUAL FUNDS AND BANKERS TRUST COMPANY


Fund                                            Investment Advisory Fee
- ----                                            -----------------------
BT Investment Equity Appreciation Fund          0.65%

                                       8

<PAGE>

                                                                    EXHIBIT 99.h

                         EXPENSE LIMITATION AGREEMENT

     THIS EXPENSE LIMITATION AGREEMENT is made as of the 4/th/ day of June,
1999 by and between BT PYRAMID MUTUAL FUNDS, a Massachusetts Business trust (the
"Trust"), CASH MANAGEMENT PORTFOLIO, EQUITY 500 INDEX PORTFOLIO, each a New York
trust (a "Portfolio Trust"), and BANKERS TRUST, a New York corporation (the
"Adviser"), with respect to the following:

     WHEREAS, the Adviser serves as BT Pyramid Mutual Funds' Investment
Adviser pursuant to an Investment Advisory Agreement dated June 4, 1999; the
Adviser serves as the Investment Adviser to Cash Management Portfolio and Equity
500 Index Portfolio pursuant to Investment Advisory Agreements dated June 4,
1999 and the Adviser serves as the Trust's Administrator pursuant to an
Administration and Services Agreement dated October 28, 1992, as amended,
(collectively, the "Agreements"); and

     WHEREAS, the Adviser has voluntarily agreed, under the Agreements, to
waive its fees and reimburse expenses so that the total operating expenses for
each of the Trust's series (each a "Fund," collectively the "Funds") and each
Portfolio Trust's series (each a "Portfolio," collectively the "Portfolios")
will not exceed the percentage of average daily net assets as set forth on
Exhibit A; and

     WHEREAS, the Trust and the Adviser desire to formalize this voluntary fee
waiver and expense reimbursement arrangement for the period beginning on June 4,
1999 and ending on April 30, 2000.

     NOW, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:

1.   The Adviser agrees to waive its fees and reimburse expenses for period from
     June 4, 1999 to April 30, 2000 to the extent necessary so that each Fund's
     total annual operating expenses do not exceed the percentage of average
     daily net assets set forth on Exhibit A.

2.   Upon the termination of the Investment Advisory Agreement or the
     Administration Agreement, this Agreement shall automatically terminate.

3.   Any question of interpretation of any term or provision of this Agreement
     having a counterpart in or otherwise derived from a term or provision of
     the Investment Company Act of 1940 (the "1940 Act") shall be resolved by
     reference to such term or provision of the 1940 Act and to interpretations
     thereof, if any, by the United States Courts or in the absence of any
     controlling decision of any such court, by rules, regulations or orders of
     the Securities and Exchange Commission ("SEC") issued pursuant to said Act.
     In addition, where the effect of a requirement of the 1940 Act reflected in
     any provision of this Agreement is revised by rule, regulation or order of
     the SEC, such provision shall be deemed to incorporate the effect of such
     rule, regulation or order. Otherwise the provisions of this Agreement shall
     be interpreted in accordance with the laws of Massachusetts.
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the day and year first
above written.


                                                 BT PYRAMID MUTUAL FUNDS


Attest:    /s/ Amy M. Olmert               By:  /s/ Daniel O. Hirsch
           ------------------                   --------------------------
Name:      Amy M. Olmert                        Name: Daniel O. Hirsch
                                                Title: Secretary


                                                CASH MANAGEMENT PORTFOLIO

Attest:    /s/ Amy M. Olmert               By:  /s/ Daniel O. Hirsch
           ------------------                   --------------------------
Name:      Amy M. Olmert                        Name: Daniel O. Hirsch
                                                Title: Secretary

                                                EQUITY 500 INDEX PORTFOLIO

Attest:    /s/ Amy M. Olmert               By:  /s/ Daniel O. Hirsch
           ------------------                   --------------------------
Name:      Amy M. Olmert                        Name: Daniel O. Hirsch
                                                Title: Secretary

                                                BANKERS TRUST COMPANY

Attest:    /s/ Amy M. Olmert               By:  /s/ Daniel O. Hirsch
           ------------------                   --------------------------
Name:      Amy M. Olmert                        Name:  Ross Youngman
                                                Title: Managing Director
<PAGE>

                                   Exhibit A

                                   Total Fund Operating Expenses
Fund                               (as a percentage of average daily net assets)
- ----                               ---------------------------------------------

BT Investment Money Market Fund                       0.35%
Equity 500 Index Fund                                 0.25%

<PAGE>

                                                                  EXHIBIT 99.H.1

                         EXPENSE LIMITATION AGREEMENT

     THIS EXPENSE LIMITATION AGREEMENT is made as of the 4/th/ day of June 1999,
by and between BT PYRAMID MUTUAL FUNDS, a Massachusetts Business trust (the
"Trust") and ASSET MANAGEMENT PORTFOLIO, a New York trust (a "Portfolio Trust"),
and BANKERS TRUST, a New York corporation (the "Adviser"), with respect to the
following:

     WHEREAS, the Adviser serves as Investment Adviser to BT Pyramid Mutual
Funds and Asset Management Portfolio pursuant to Investment Advisory Agreements
dated June 4, 1999, and the Adviser serves as the Trust's Administrator pursuant
to an Administration and Services Agreement dated October 28, 1992, as amended,
(collectively, the "Agreements"); and

     WHEREAS, the Adviser has voluntarily agreed, under the Agreements, to waive
its fees and reimburse expenses so that the total operating expenses for the
Trust's series (the "Fund") and the Portfolio Trust's series (the "Portfolio")
will not exceed the percentage of average daily net assets as set forth on
Exhibit A; and

     WHEREAS, the Trust and the Adviser desire to formalize this voluntary fee
waiver and expense reimbursement arrangement for a period beginning on June 4,
1999 and ending on July 31, 2000.

     NOW, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:

1.   The Adviser agrees to waive its fees and reimburse expenses for a period
     from June 4, 1999 to July 31, 2000, to the extent necessary so that the
     Fund's total annual operating expenses do not exceed the percentage of
     average daily net assets set forth on Exhibit A.

2.   Upon the termination of the Investment Advisory Agreement or the
     Administration Agreement, this Agreement shall automatically terminate.

3.   Any question of interpretation of any term or provision of this Agreement
     having a counterpart in or otherwise derived from a term or provision of
     the Investment Company Act of 1940 (the "1940 Act") shall be resolved by
     reference to such term or provision of the 1940 Act and to interpretations
     thereof, if any, by the United States Courts or in the absence of any
     controlling decision of any such court, by rules, regulations or orders of
     the Securities and Exchange Commission ("SEC") issued pursuant to said Act.
     In addition, where the effect of a requirement of the 1940 Act reflected in
     any provision of this Agreement is revised by rule, regulation or order of
     the SEC, such provision shall be deemed to incorporate the effect of such
     rule, regulation or order. Otherwise the provisions of this Agreement shall
     be interpreted in accordance with the laws of Massachusetts.

                                    PAGE 1
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective officers as of the day and year first above
written.



                                        BT PYRAMID MUTUAL FUNDS


Attest: /s/ Amy M. Olmert               By:    /s/ Daniel O. Hirsch
        ----------------------                 -----------------------
Name:   Amy M. Olmert                          Name: Daniel O. Hirsch
                                        Title: Secretary


                                        ASSET MANAGEMENT PORTFOLIO



Attest: /s/ Amy M. Olmert               By:    /s/ Daniel O. Hirsch
        ----------------------                 ----------------------
Name:   Amy M. Olmert                   Name:  Daniel O. Hirsch
                                        Title: Secretary



                                        BANKERS TRUST


Attest: /s/ Amy M. Olmert               By:    /s/ Ross Youngman
        ----------------------                 ----------------------
Name:   Amy M. Olmert                          Ross Youngman
                                               Managing Director

                                    PAGE 2
<PAGE>

                                   Exhibit A


                                            Total Fund Operating Expenses
Fund                               (as a percentage of average daily net assets)
- ----                               ---------------------------------------------

BT Institutional Asset Management Fund                  0.60%

                                    PAGE 3

<PAGE>

                                                                  EXHIBIT99.H.2

                         EXPENSE LIMITATION AGREEMENT

     This EXPENSE LIMITATION AGREEMENT is made as of the 30/th/ day of
SEPTEMBER, 1999 by and between BT PYRAMID MUTUAL FUNDS, a Massachusetts Business
trust (the "Trust"), BT INVESTMENT PORTFOLIOS, a New York trust (each a
"Portfolio Trust"), and BANKERS TRUST COMPANY, a New York corporation (the
"Adviser"), with respect to the following:

     WHEREAS, the Adviser serves as the Trust's and BT Investment Portfolios'
Investment Adviser pursuant to  Investment Advisory Agreements dated June 4,
1999, and the Adviser serves as the Trust's and BT Investment Portfolios'
Administrator pursuant to Administration and Services Agreements dated October
28, 1992, as amended June 10, 1998, and April 28, 1993, respectively
(collectively, the "Agreements").

     NOW, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:

     1.        The Adviser agrees to waive its fees and reimburse expenses for
               the period from September 30, 1999 to January 31, 2001 to the
               extent necessary so that the total annual operating expenses for
               each of the Trust's series with fiscal year ends of September 30
               (each a "Fund") do not exceed the percentage of average daily net
               assets set forth on Exhibit A.

     2.        Upon the termination of any of the Agreements, this Agreement
               shall automatically terminate.

     3.        Any question of interpretation of any term or provision of this
               Agreement having a counterpart in or otherwise derived from a
               term or provision of the Investment Company Act of 1940, as
               amended (the "1940 Act") shall be resolved by reference to such
               term or provision of the 1940 Act and to interpretations thereof,
               if any, by the United States Courts or in the absence of any
               controlling decision of any such court, by rules, regulations or
               orders of the Securities and Exchange Commission ("SEC") issued
               pursuant to said Act. In addition, where the effect of a
               requirement of the 1940 Act reflected in any provision of this
               Agreement is revised by rule, regulation or order of the SEC,
               such provision shall be deemed to incorporate the effect of such
               rule, regulation or order. Otherwise the provisions of this
               Agreement shall be interpreted in accordance with the laws of
               Massachusetts.
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in duplicate by their respective officers as of the day and year
first above written.


                                            BT PYRAMID MUTUAL FUNDS

Attest: /s/ Amy M. Olmert                   By:  /s/ Daniel O. Hirsch
        -------------------                      -----------------------
Name:   Amy M. Olmert                       Name: Daniel O. Hirsch
                                            Title: Secretary

                                            BT INVESTMENT PORTFOLIOS

Attest: /s/ Amy M. Olmert                   By:  /s/ Daniel O. Hirsch
        -------------------                      -----------------------
Name:   Amy M. Olmert                            Name: Daniel O. Hirsch
                                                 Title: Secretary

                                            BANKERS TRUST COMPANY

Attest: /s/ Amy M. Olmert                   By:  /s/ Ross Youngman
        -------------------                      -----------------------
Name:   Amy M. Olmert                            Name: Ross Youngman
                                                 Title: Managing Director
<PAGE>

                                   Exhibit A

                                                  Total Fund Operating Expenses
                                                  (as a percentage of average
Fund                                              daily net assets)
- ----                                              -----------------

BT Investment Equity Appreciation Fund                    1.00%
BT PreservationPlus Fund - Service Class                  0.65%
BT PreservationPlus Fund - Institutional Class            0.40%
BT PreservationPlus Fund - Institutional Service Class    0.55%


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