1940 Act File No. 811-6698
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 8......................................... X
EQUITY 500 INDEX PORTFOLIO
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
Jay S. Neuman, Esq. Copies to: Burton M. Leibert, Esq.
Federated Investors Tower Willkie Farr & Gallagher
Pittsburgh, Pennsylvania 15222-3779 One Citicorp Center
(Name and Address of Agent for Service) 153 East 53rd Street
New York, New York 10022
Equity 500 Index Portfolio
PART A
Responses to Items 1 through 3 and 5A have been omitted pursuant to paragraph 4
of Instruction F of the General Instructions to Form N-1A.
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT
Equity 500 Index Portfolio (the "Portfolio") is a no-load, diversified, open-end
management investment company which was organized as a trust under the laws of
the State of New York on December 11, 1991.
Beneficial interests in the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act").
Investments in the Portfolio may only be made by investment companies, insurance
company separate accounts, common or commingled trust funds or similar
organizations or entities that are "accredited investors" within the meaning of
Regulation D under the 1933 Act. This Registration Statement does not constitute
an offer to sell, or the solicitation of an offer to buy, any "security" within
the meaning of the 1933 Act.
The investment objective of the Portfolio is to provide investment results that,
before expenses, correspond to the total return (i.e., the combination of
capital changes and income) of common stocks publicly traded in the United
States, as represented by the Standard & Poor's 500 Composite Stock Price Index
(the "S&P 500" or "Index"). Investments in the Portfolio are neither insured nor
guaranteed by the U.S. government. Investments in the Portfolio are not deposits
or obligations of, or guaranteed or endorsed by, Bankers Trust Company ("Bankers
Trust"), the investment adviser of the Portfolio, and are not federally insured
by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any
other agency.
Additional information about the investment policies of the Portfolio appears in
Part B of this Registration Statement. There can be no assurance that the
investment objective of the Portfolio will be achieved. The Registrant
incorporates by reference information concerning the Portfolio's investment
objective and policies and risk factors associated with investments in the
Portfolio from the sections entitled "Investment Objective and Policies," "Risk
Factors: Matching the Fund to Your Investment Needs," "Special Information
Concerning Master-Feeder Fund Structure," and "Additional Information" in the BT
Investment Equity 500 Index Fund's (the "Feeder Fund") prospectus (the "Feeder
Fund Prospectus").
ITEM 5. MANAGEMENT OF THE FUND
Registrant incorporates by reference information concerning the management of
the Portfolio from the sections entitled "Summary of Fund Expenses" and
"Management of the Trust and Portfolio" in the Feeder Fund Prospectus.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES
The Portfolio is organized as a trust under the laws of the State of New York.
The Portfolio's Declaration of Trust provides that investors in the Portfolio
(e.g., investment companies, insurance company separate accounts and common and
commingled trust funds) will each be liable for all obligations of the
Portfolio. However, the risk of an investor in the Portfolio incurring financial
loss on account of such liability is limited to circumstances in which both
inadequate insurance existed and the Portfolio itself was unable to meet its
obligations.
Investments in the Portfolio have no preemptive or conversion rights and are
fully paid and nonassessable, except as set forth below. The Portfolio is not
required and has no current intention to hold annual meetings of investors, but
the Portfolio will hold special meetings of investors when in the judgment of
the Trustees it is necessary or desirable to submit matters for an investor
vote. Changes in fundamental policies will be submitted to investors for
approval. Investors have under certain circumstances (e.g., upon application and
submission of certain specified documents to the Trustees by a specified number
of investors) the right to communicate with other investors in connection with
requesting a meeting of investors for the purpose of removing one or more
Trustees. Investors also have the right to remove one or more Trustees without a
meeting by a declaration in writing by a specified number of investors. Upon
liquidation of the Portfolio, investors would be entitled to share pro rata in
the net assets of the Portfolio available for distribution to investors.
The net asset value of the Portfolio is determined each day on which the NYSE is
open ("Portfolio Business Day") (and on such other days as are deemed necessary
in order to comply with Rule 22c-1 under the Investment Company Act of 1940, as
amended (the "1940 Act")). This determination is made each Portfolio Business
Day as of the close of regular trading on the NYSE (currently 4:00 p.m., Eastern
time) (the "Valuation Time").
Each investor in the Portfolio may add to or reduce its investment in the
Portfolio on each Portfolio Business Day. At the Valuation Time, on each such
business day, the value of each investor's beneficial interest in the Portfolio
will be determined by multiplying the net asset value 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,
which are to be effected on that day, will then be effected. The investor's
percentage of the aggregate beneficial interests in the Portfolio will then be
re-computed as the percentage equal to the fraction (i) the numerator of which
is the value of such investor's investment in the Portfolio as of the Valuation
Time, on such day plus or minus, as the case may be, the amount of any additions
to or withdrawals from the investor's investment in the Portfolio effected on
such day, and (ii) the denominator of which is the aggregate net asset value of
the Portfolio as of the Valuation Time on such day plus or minus, as the case
may be, the amount of the net additions to or withdrawals from the aggregate
investments in the Portfolio by all investors in the Portfolio. The percentage
so determined will then be applied to determine the value of the investor's
interest in the Portfolio as of the Valuation Time, on the following business
day of the Portfolio.
The "net income" of the Portfolio shall consist of (i) all income accrued, less
the amortization of any premium, on the assets of the Portfolio, less (ii) all
actual and accrued expenses of the Portfolio determined in accordance with
generally accepted accounting principles. Interest income includes discount
earned (including both original issue and market discount) on discount paper
accrued ratably to the date of maturity and any net realized gains or losses on
the assets of the Portfolio. All the net income of the Portfolio is allocated
pro rata among the investors in the Portfolio. The net income is accrued daily
and distributed monthly to the investors in the Portfolio.
Under the anticipated method of operation of the Portfolio, the Portfolio will
not be subject to any income tax. However, each investor in the Portfolio will
be taxable on its share (as determined in accordance with the governing
instruments of the Portfolio) of the Portfolio's ordinary income and capital
gain in determining its income tax liability. The determination of such share
will be made in accordance with the Internal Revenue Code of 1986, as amended
(the "Code"), and regulations promulgated thereunder.
It is intended that the Portfolio's assets, income and distributions will be
managed in such a way that an investor in the Portfolio will be able to satisfy
the requirements of Subchapter M of the Code, assuming that the investor
invested all of its assets in the Portfolio.
Registrant incorporates by reference additional information concerning the
Portfolio's capital stock from the sections entitled "Net Asset Value,"
"Purchase and Redemption of Shares," and "Dividends, Distributions and Taxes" in
the Feeder Fund Prospectus.
<PAGE>
ITEM 7. PURCHASE OF SECURITIES BEING OFFERED
Beneficial interests in the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. See "General Description of Registrant" above.
An investment in the Portfolio may be made without a sales load. All investments
are made at net asset value next determined if an order is received by the
Portfolio by the designated cutoff time for each accredited investor. The net
asset value of the Portfolio is determined on each Portfolio Business Day. The
Portfolio's portfolio securities are valued primarily on the basis of market
quotations or, if quotations are not readily available, by a method which the
Board of Trustees believes accurately reflects fair value.
There is no minimum initial or subsequent investment in the Portfolio. However,
because the Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the yield on its assets, investments
must be made in Federal funds (i.e., monies credited to the account of the
Portfolio's custodian bank by a Federal Reserve Bank).
The Portfolio and Edgewood Services, Inc. ("Edgewood"), reserve the right to
cease accepting investments at any time or to reject any investment order.
The placement agent for the Portfolio is Edgewood. The principal business
address of Edgewood is 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-5829. Edgewood receives no additional compensation for serving as the
placement agent for the Portfolio.
ITEM 8. REDEMPTION OR REPURCHASE
An investor in the Portfolio may withdraw all or any portion of its investment
at the net asset value next determined if a withdrawal request in proper form is
furnished by the investor to the Portfolio by the designated cutoff time for
each accredited investor. The proceeds of a withdrawal will be paid by the
Portfolio in Federal funds normally on the Portfolio Business Day the withdrawal
is effected, but in any event within seven days. The Portfolio reserves the
right to pay redemptions in kind. Unless requested by an investor, the Portfolio
will not make a redemption in kind to the investor, except in situations where
that investor may make redemptions in kind. Investments in the Portfolio may not
be transferred.
The right of any investor to receive payment with respect to any withdrawal may
be suspended or the payment of the withdrawal proceeds postponed during any
period in which the NYSE is closed (other than weekends or holidays) or trading
on the NYSE is restricted or, to the extent otherwise permitted by the 1940 Act,
if an emergency exists.
ITEM 9. PENDING LEGAL PROCEEDINGS
Not applicable.
Equity 500 Index Portfolio
PART B
ITEM 10. COVER PAGE.
Not applicable.
ITEM 11. TABLE OF CONTENTS. PAGE
General Information and History 1
Investment Objectives and Policies 1
Management of the Fund 1
Control Persons and Principal Holder of Securities 1
Investment Advisory and Other Services 2
Brokerage Allocation and Other Practices 2
Capital Stock and Other Securities 2
Purchase, Redemption and Pricing of Securities Being Offered 3
Tax Status.. 3
Underwriters 3
Calculation of Performance Data 3
Financial Statements 3
ITEM 12. GENERAL INFORMATION AND HISTORY
Not applicable.
ITEM 13. INVESTMENT OBJECTIVES AND POLICIES
Part A of this registration statement contains additional information about the
investment objective and policies of Equity 500 Index Portfolio (the
"Portfolio"). This Part B should only be read in conjunction with Part A.
Registrant incorporates by reference information concerning the investment
policies and limitations of the Portfolio from the sections entitled "Investment
Objective and Policies" and "Appendix" in the BT Investment Equity 500 Index
Fund's (the "Feeder Fund") statement of additional information (the "Feeder Fund
SAI").
ITEM 14. MANAGEMENT OF THE FUND
Registrant incorporates by reference information concerning the management of
the Portfolio from the section entitled "Management of the Trust and Portfolio"
in the Feeder Fund SAI.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of April 1, 1998, Equity 500 Index Fund and BT Investment Equity 500 Index
Fund, Scudder S&P 500 Index Fund, American Airlines Advantage S&P 500 Index
Fund, and USAA S&P 500 Index Fund (each a "Fund") (series of shares of BT
Institutional Funds and BT Pyramid Mutual Funds, respectively) together owned
approximately 100% of the value of the outstanding interests in the
corresponding Portfolio. Because each Fund controls the corresponding Portfolio,
it may take actions without the approval of any other investor in the Portfolio.
Each Fund has informed the Portfolio that whenever it is requested to vote on
matters pertaining to the fundamental policies of the Portfolio, the Fund will
hold a meeting of shareholders and will cast its votes as instructed by the
Fund's shareholders. It is anticipated that other registered investment
companies investing in the Portfolio will follow the same or a similar practice.
<PAGE>
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES
Registrant incorporates by reference information concerning the investment
advisory and other services provided for or on behalf of the Portfolio from the
section entitled "Management of the Trust and Portfolio" in the Feeder Fund SAI.
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES
Registrant incorporates by reference information concerning the brokerage
allocation and other practices of the Portfolio from the section entitled
"Investment Objective and Policies-Portfolio Transaction and Brokerage
Commissions" in the Feeder Fund SAI.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES
Under the Declaration of Trust, the Trustees are authorized to issue beneficial
interests in the Portfolio. Investors are entitled to participate pro rata in
distributions of taxable income, loss, gain and credit of the Portfolio. Upon
liquidation or dissolution of the Portfolio, investors are entitled to share pro
rata in the Portfolio's net assets available for distribution to its investors.
Investments in the Portfolio have no preference, preemptive, conversion or
similar rights and are fully paid and nonassessable, except as set forth below.
Investments in the Portfolio may not be transferred. Certificates representing
an investor's beneficial interest in the Portfolio are issued only upon the
written request of an investor.
Each investor is entitled to a vote in proportion to the amount of its
investment in the Portfolio. Investors in the Portfolio do not have cumulative
voting rights, and investors holding more than 50% of the aggregate beneficial
interest in the Portfolio may elect all of the Trustees if they choose to do so
and in such event the other investors in the Portfolio would not be able to
elect any Trustee. The Portfolio is not required and has no current intention to
hold annual meetings of investors but the Portfolio will hold special meetings
of investors when in the judgment of the Portfolio's Trustees it is necessary or
desirable to submit matters for an investor vote. No material amendment may be
made to the Portfolio's Declaration of Trust without the affirmative majority
vote of investors (with the vote of each being in proportion to the amount of
its investment).
The Portfolio may enter into a merger or consolidation, or sell all or
substantially all of its assets, if approved by the vote of two thirds of its
investors (with the vote of each being in proportion to its percentage of the
beneficial interests in the Portfolio), except that if the Trustees recommend
such sale of assets, the approval by vote of a majority of the investors (with
the vote of each being in proportion to its percentage of the beneficial
interests of the Portfolio) will be sufficient. The Portfolio may also be
terminated (i) upon liquidation and distribution of its assets if approved by
the vote of two thirds of its investors (with the vote of each being in
proportion to the amount of its investment) or (ii) by the Trustees by written
notice to its investors.
The Portfolio is organized as a trust under the laws of the State of New York.
Investors in the Portfolio will be held personally liable for its obligations
and liabilities, subject, however, to indemnification by the Portfolio in the
event that there is imposed upon an investor a greater portion of the
liabilities and obligations of the Portfolio than its proportionate beneficial
interest in the Portfolio. The Declaration of Trust also provides that the
Portfolio shall maintain appropriate insurance (for example, fidelity bonding
and errors and omissions insurance) for the protection of the Portfolio, its
investors, Trustees, officers, employees and agents covering possible tort and
other liabilities. Thus, the risk of an investor incurring financial loss on
account of investor liability is limited to circumstances in which both
inadequate insurance existed and the Portfolio itself was unable to meet its
obligations.
The Declaration of Portfolio further provides that obligations of the Portfolio
are not binding upon the Trustees individually but only upon the property of the
Portfolio and that the Trustees will not be liable for any action or failure to
act, but nothing in the Declaration of Trust protects a Trustee against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
ITEM 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED
Beneficial interests in the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. See Item 7 "Purchase of Securities Being Offered"
and Item 8 "Redemption or Repurchase" in Part A of this Registration Statement.
Registrant incorporates by reference information concerning the method followed
by the Portfolio in determining its net asset value and the timing of such
determinations from the section entitled "Valuation of Securities; Redemptions
and Purchases in Kind" in the Feeder Fund SAI.
ITEM 20. TAX STATUS
Registrant incorporates by reference information concerning the taxation of the
Portfolio from the section entitled "Taxation" in the Feeder Fund SAI.
It is intended that the Portfolio's assets, income and distributions will be
managed in such a way that an investor in the Portfolio will be able to satisfy
the requirements of Subchapter M of the Code, assuming that the investor
invested all of its assets in the Portfolio.
There are certain tax issues that will be relevant to only certain of the
investors in the Portfolio. All investors are advised to consult their own tax
advisors as to the tax consequences of an investment in the Portfolio.
ITEM 21. UNDERWRITERS
The placement agent for the Portfolio is Edgewood Services, Inc., which receives
no additional compensation for serving in this capacity. Investment companies,
insurance company separate accounts, common and commingled trust funds and
similar organizations and entities may continuously invest in the Portfolio.
ITEM 22. CALCULATION OF PERFORMANCE DATA
Not applicable.
ITEM 23. FINANCIAL STATEMENTS
The financial statements for the Portfolio for the period ended December 31,
1997 are incorporated herein by reference from the BT Institutional Funds--
Equity 500 Index Fund's Annual Report dated December 31, 1997 (File Nos.
33-34079 and 811-6071) and have been included in reliance upon the report of
Coopers & Lybrand L.L.P., independent certified public accountants, as experts
in accounting and auditing. A copy of the Annual Report may be obtained without
charge by contacting the Trust.
PART C OTHER INFORMATION
Responses to Items 24(b)(6), 24(b)(10), 24(b)(11), and 24(b)(12) have been
omitted pursuant to paragraph 4 of Instruction F of the General Instructions to
Form N-1A.
ITEM 24. Financial Statements and Exhibits
(a) Financial Statements:
Incorporated by reference to the Annual Report of Equity 500
Index Fund dated December 31, 1997, pursuant to Rule 411
under the Securities Act of 1933. (File Nos. 33-34079 and
811-06071).
(b) Exhibits:
(1) Conformed copy of Declaration of Trust of the
Registrant; 2.
(i) Amendment No. 1 to Declaration of Trust; 2
(2) By-Laws of the Registrant; 2. (3) Not applicable.
(4) Not applicable.
(5) Advisory Agreement between the Registrant and Bankers Trust Company
("Bankers Trust"); 2.
(6) Not applicable. (7) Not applicable.
(8) Conformed copy of Custodian Agreement between the Registrant
and Bankers Trust; 4.
(9) Administration and Services Agreement between the
Registrant and Bankers Trust; 1
(i) Conformed copy of Exclusive Placement Agent Agreement; 4.
(ii) Copy of Exhibit A to Exclusive Placement Agent
Agreement; +.
(10) Not applicable.
(11) Not applicable.
(12) Not applicable.
(13) Investment representation letters of initial investors; 1.
(14) Not applicable. (15) Not applicable. (16) Not applicable.
(17) Copy of financial Data Schedule; +. (18) Not applicable (19)
Conformed copy of Power of Attorney; 3.
- --------------------
+ All exhibits have been filed electronically.
1 Incorporated by reference to Registrant's registration statement on Form N-1A
("Registration Statement") as filed with the Securities and Exchange Commission
("Commission") on June 9, 1992.
2 Incorporated by reference to Amendment No. 4 to Registrant's Registration
Statement as filed with the Commission on April 26, 1996.
3 Incorporated by reference to Amendment No. 5 to Registrant's Registration
Statement as filed with the Commission on March 19, 1997.
4 Incorporated by reference to Amendment No. 6 to Registrant's Registration
Statement as filed with the Commission on June 2, 1997.
<PAGE>
ITEM 25. Persons Controlled by or Under Common Control with Registrant:
None
ITEM 26. Number of Holders of Securities:
Title of Class Number of Record Holders
as of April 1, 1998
Equity 500 Index Portfolio 5
ITEM 27. Indemnification: (2)
ITEM 28. Business and Other Connections of Investment Adviser:
Bankers Trust serves as investment adviser to each Portfolio. Bankers Trust, a
New York banking corporation, is a wholly owned subsidiary of Bankers Trust New
York Corporation. Bankers Trust conducts a variety of commercial banking and
trust activities and is a major wholesale supplier of financial services to the
international institutional market. To the knowledge of the Trust, none of the
directors or officers of Bankers Trust, except those set forth below, is or has
been at anytime during the past two fiscal years engaged in any other business,
profession, vocation or employment of a substantial nature, except that certain
directors and officers also hold various positions with and engage in business
for Bankers Trust New York Corporation. Set forth below are the names and
principal businesses of the directors and officers of Bankers Trust who are or
during the past two fiscal years have been engaged in any other business,
profession, vocation or employment of a substantial nature. These persons may be
contacted c/o Bankers Trust Company, 130 Liberty Street, New York, New York
10006.
George B. Beetle, International Business Machines Corporation, Old Orchard Road,
Armonk, NY 10504. Director, Bankers Trust Company; Retired senior vice president
and Director, International Business machines Corporation; Director, Computer
Task Group; Director, Phillips Petroleum Company; Director, Caliber Systems,
Inc. (formerly, Roadway Services Inc.); Director, Rohm and Haas Company;
Director, TIG Holdings; Chairman emeritus of Amherst College; and Chairman of
the Colonial Willimsburg Foundation.
Richard H. Daniel, Bankers Trust Company, 130 Liberty Street, New York, New York
10006. Vice chairman and chief financial officer, Bankers Trust Company and
Bankers Trust New York Corporation; Beneficial owner, general partner, Daniel
Brothers, Daniel Lingo & Assoc., Daniel Pelt & Assoc.; Beneficial owner, Rhea C.
Daniel Trust.
2. Response is incorporated by reference to Registrant's Amendment No. 4 on Form
N-1A filed April 26, 1996.
<PAGE>
Philip A. Griffiths, Bankers Trust Company, 130 Liberty Street, New York, New
York 10006. Director, Institute for Advanced Study; Director, Bankers Trust
Company; Chairman, Committee on Science, Engineering and Public Policy of the
National Academies of Sciences and Engineering & the Institute of Medicine; and
Chairman and member, Nominations Committee and Committee on Science and
Engineering Indicators, National Science Board; Trustee, North Carolina School
of Science and Mathematics and the Woodward Academy.
William R. Howell, J.C. Penney Company, Inc., P.O. Box 10001, Plano, TX
75301-0001. Chairman Emeritus, J.C. Penney Company, Inc.; Director, Bankers
Trust Company; Director, Exxon Corporation; Director, Halliburton Company;
Director, Warner-Lambert Corporation; Director, The Williams Companies, Inc.;
and Director, National Retail Federation.
Vernon E. Jordan, Jr., Akin, Gump, Strauss, Hauer & Feld, LLP, 1333 New
Hampshire Ave., N.W., Washington, DC 20036. Senior Partner, Akin, Gump, Strauss,
Hauer & Feld, LLP; Director, Bankers Trust Company; Director, American Express
Company; Director, Dow-Jones, Inc.; Director, J.C. Penney Company, Inc.;
Director, Revlon Group Incorporated; Director, Ryder System, Inc.; Director,
Sara Lee Corporation; Director, Union Carbide Corporation; Director, Xerox
Corporation; Trustee, Brookings Institution; Trustee, The Ford Foundation; and
Trustee, Howard University.
David Marshall, 130 Liberty Street, New York, New York 10006. Chief Information
Officer and Executive Vice President, Bankers Trust New York Corporation; Senior
Managing Director, Bankers Trust Company.
Hamish Maxwell, Philip Morris Companies Inc., 120 Park Avenue, New York, NY
10006. Retired Chairman and Chief Executive Officer, Philip Morris Companies
Inc.; Director, Bankers Trust Company; Director, The News Corporation Limited;
Director, Sola International Inc.; and Chairman, WWP Group pic.
Frank N. Newman, Bankers Trust Company, 130 Liberty Street, New York, New York
10006. Chairman of the Board, Chief Executive Officer and President, Bankers
Trust New York Corporation and Bankers Trust Company; Director, Bankers Trust
Company; Director, Dow-Jones, Inc.; and Director, Carnegie Hall.
N.J. Nicholas Jr., 745 Fifth Avenue, New York, NY 10020. Director, Bankers Trust
Company; Director, Boston Scientific Corporation; and Director, Xerox
Corporation.
Russell E. Palmer, The Palmer Group, 3600 Market Street, Suite 530,
Philadelphia, PA 19104. Chairman and Chief Executive Officer of The Palmer
Group; Director, Bankers Trust Company; Director, Allied-Signal Inc.; Director,
Federal Home Loan Mortgage Corporation; Director, GTE Corporation; Director, The
May Department Stores Company; Director, Safeguard Scientifics, Inc.; and
Trustee, University of Pennsylvania.
Donald L. Staheli, Bankers Trust Company, 130 Liberty Street, New York, New York
10006. Chairman of the Board and Chief Executive Officer, Continental Grain
Company; Director, Bankers Trust Company; Director, ContiFinancial Corporation;
Director, Prudential Life Insurance Company of America; Director, Fresenius
Medical Care, A.g.; Director, America-China Society; Director, National
Committee on United States-China Relations; Director, New York City Partnership;
Chairman, U.S.-China Business Council; Chairman, Council on Foreign Relations;
Chairman, National Advisor Council of Brigham Young University's Marriott School
of Management; Vice Chairman, The Points of Light Foundation; and Trustee,
American Graduate School of International Management.
Patricia Carry Stewart, c/o Office of the Secretary, 130 Liberty Street, New
York, NY 10006. Director, Bankers Trust Company; Director, CVS Corporation;
Director, Community Foundation for Palm Beach and Martin Counties; Trustee
Emerita, Cornell University.
George J. Vojta, Bankers Trust Company, 130 Liberty Street, New York, NY 10006.
Vice Chairman, Bankers Trust New York Corporation and Bankers Trust Company;
Director, bankers Trust Company; Director; Alicorp S.A.; Director; Northwest
Airlines; Director, Private Export Funding Corp.; Director, New York State
Banking Board; Director, St. Lukes-Roosevelt Hospital Center; Partner, New York
City Partnership; and Chairman, Wharton Financial Services Center.
Paul A. Volcker, Bankers Trust Company, 130 Liberty Street, New York, New York
10006. Director, Bankers Trust Company; Director, American Stock Exchange;
Director, Nestle S.A.; Director, Prudential Insurance Company; Director, UAL
Corporation; Chairman, Group of 30; North American Chairman, Trilateral
Commission; Co-Chairman, Bretton Woods Committee; Co-Chairman, U.S./Hong Kong
Economic Cooperation Committee; Director, American Council on Germany; Director,
Aspen Institute; Director, Council on Foreign Relations; Director, The Japan
Society; and Trustee, The American Assembly.
Melvin A. Yellin, Bankers Trust Company, 130 Liberty Street, New York, New York
10006. Senior Managing Director and General Counsel of Bankers Trust New York
Corporation and Bankers Trust Company; Director, 1136 Tenants Corporation; and
Director, ABA Securities Association.
Item 29. Principal Underwriters:
a) Edgewood Services, Inc. the Distributor for shares of the
Registrant, acts as principal underwriter for the following
open-end investment companies, including the Registrant: BT
Advisor Funds, BT Institutional Funds, BT Investment Funds, BT
Pyramid Mutual Funds, Deutsche Portfolios, Deutsche Funds,
Inc., Excelsior Funds, Excelsior Funds, Inc., (formerly, UST
Master Funds, Inc.), Excelsior Institutional Trust, Excelsior
Tax-Exempt Funds, Inc. (formerly, UST Master Tax-Exempt Funds,
Inc.), FTI Funds, FundManager Portfolios, Great Plains Funds,
Marketvest Funds, Marketvest Funds, Inc., Old Westbury Funds,
Inc., Robertsons Stephens Investment Trust, WesMark Funds and
WCT Funds.
b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
Lawrence Caracciolo Director, President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Arthur L. Cherry Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
J. Christopher Donahue Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ronald M. Petnuch Vice President, President and Treasurer
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas P. Schmitt Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Assistant Secretary
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas J. Ward Assistant Secretary, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Kenneth W. Pegher, Jr. Treasurer, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
(c) None
ITEM 30. Location of Accounts and Records:
Registrant: Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Bankers Trust Company: 130 Liberty Street,
(Investment Adviser, Custodian New York, New York 10006.
and Administrator)
Investors Fiduciary Trust Company: 127 West 10th Street,
(Transfer Agent and Dividend Kansas City, MO 64105.
Distribution Agent)
Edgewood Services, Inc.: 5800 Corporate Drive
(Placement Agent Pittsburgh, Pennsylvania 15237-5829.
and Sub-Administrator)
ITEM 31. Management Services:
Not applicable.
ITEM 32. Undertakings:
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant, EQUITY 500 INDEX PORTFOLIO, has duly caused this Amendment No. 8 to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Pittsburgh and Commonwealth of
Pennsylvania on the 30th day of April, 1998.
EQUITY 500 INDEX PORTFOLIO
By /s/Jay S. Neuman
Jay S. Neuman, Secretary
April 30, 1998
Exhibit 9(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT A
TO
EXCLUSIVE PLACEMENT AGENT AGREEMENT
As Last Amended: October 8, 1997
Pursuant to the Exclusive Placement Agreement, ESI shall be Exclusive
Placement Agent with respect to the following Trusts, effective as of the date
indicated below:
Name of Trust Date
BT Investment Portfolios:
Liquid Assets Portfolio September 30, 1996
Asset Management Portfolio II September 30, 1996
Asset Management Portfolio III September 30, 1996
Global High Yield Securities Portfolio September 30, 1996
Latin American Equity Portfolio September 30, 1996
Small Cap Portfolio September 30, 1996
Pacific Basin Equity Portfolio September 30, 1996
U.S. Bond Index Portfolio September 30, 1996
Equity 500 Equal Weighted Index Portfolio September 30, 1996
Small Cap Index Portfolio September 30, 1996
EAFE(R)Equity Index Portfolio September 30, 1996
BT PreservationPlus Portfolio December 11, 1996
Global Emerging Markets Equity Portfolio October 8, 1997
International Small Company Equity Portfolio October 8, 1997
Cash Management Portfolio September 30, 1996
Treasury Money Portfolio September 30, 1996
Tax Free Money Portfolio September 30, 1996
International Equity Portfolio September 30, 1996
Utility Portfolio September 30, 1996
Equity 500 Index Portfolio September 30, 1996
Short/Intermediate U.S. Government
Securities Portfolio September 30, 1996
Asset Management Portfolio September 30, 1996
Capital Appreciation Portfolio September 30, 1996
Intermediate Tax Free Portfolio September 30, 1996
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains Summary Financial Information extracted from the BT
Equity 500 Index Portfolio Annual Report dated December 31, 1997 and is
qualified in its entirety by reference to such Annual Report.
</LEGEND>
<CIK> 0000888568
<NAME> BT EQUITY 500 INDEX PORTFOLIO
<S> <C>
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