As Filed with the Commission on April 30, 1999
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. 9......................................... X
EQUITY 500 INDEX PORTFOLIO
(Exact Name of Registrant as Specified in Charter)
One South Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
(410) 895-5000
(Registrant's Telephone Number)
Daniel O. Hirsch, Esq. Copies to: Burton M. Leibert, Esq.
One South Street Willkie Farr & Gallagher
Baltimore, Maryland 21202 One Citicorp Center
(Name and Address of Agent for Service) 153 East 53rd Street
New York, New York 10022
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Explanatory Note
This Amendment to the Registrant's Registration Statement on Form N-1A (the
"Registration Statement") has been filed by the Registrant to Section 8(b) of
the Investment Company Act of 1940. However, beneficial interests in the series
of the Registrant are not being registered under the Securities Act of 1933 (the
"1933 Act"), because such interests will be issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. Investments in the Registrant's series 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. The
registration Statement does not constitute an offer to sell, or the solicitation
of an offer to buy, any beneficial interests in any series of the Registrant.
Equity 500 Index Portfolio
PART A
Responses to Items 1,2,3,5 and 9 have been omitted pursuant to paragraph 2(b) of
Instruction B of the General Instructions to Form N-1A.
ITEM 4. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, AND RELATED
RISKS
The investment objective of Equity 500 Index Portfolio (the "Portfolio")
may be changed without shareholder approval. The investment objective of the
Portfolio is to seek to match, as closely as possible, before expenses, the
performance of the Standard & Poor's 500 Composite Stock Price Index (the "S&P
500 Index"), which emphasizes stocks of large U.S. companies.
There can be no assurance that the investment objective of the Portfolio will be
achieved. Additional information about the investment policies of the Portfolio
appears in Part B of this Registration Statement. 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 "Objective," "Strategy," "Principal Investments," "Investment
Process," "Risks," and "Organizational Structure," in Equity 500 Index Fund's
(the "Feeder Fund") prospectus (the "Feeder Fund Prospectus").
ITEM 6. MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE
Capitalized terms used in this Part A have the same meaning as in the Feeder
Fund's prospectus. Registrant incorporates by reference information concerning
the management of the Portfolio from the sections entitled "Annual Fund
Operating Expenses" and "Management of the Fund" in the Feeder Fund's
Prospectus.
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
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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 non-assessable, 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.
Registrant incorporates by reference additional information concerning the
Portfolio's capital stock from the sections entitled "Calculating the Fund's
Share Price," "Buying and Selling Fund Shares," and "Dividends and
Distributions," and "Tax Considerations" in the Feeder Fund Prospectus.
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.
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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 taxed 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.
ITEM 7. SHAREHOLDER INFORMATION
Registrant incorporates by reference information concerning computation of net
asset value and valuation of the Portfolio's assets from sections entitled
"Calculating the Fund's Share Price" and "Buying and Selling Fund Shares" in the
Feeder Fund's Prospectus.
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. Investments in the Trust 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.
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).
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. Investments in the Portfolio may not be
transferred.
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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 such Exchange is restricted, or, to the extent otherwise permitted by the
1940 Act, if an emergency exists.
The Portfolio and ICC Distributors, Inc. ("ICC"), reserve the right to cease
accepting investments at any time or to reject any investment order.
The placement agent for the Portfolio is ICC. The principal business address of
ICC is Two Portland Square, Portland, Maine 04101. ICC receives no additional
compensation for serving as the placement agent for the Portfolio.
Registrant incorporates by reference information concerning the dividends and
distributions and tax consequences from the sections entitled "Dividends and
Distributions" and "Tax Considerations" in each Feeder Fund's Prospectus.
ITEM 8. DISTRIBUTION ARRANGEMENTS
The Registrant incorporates by reference information concerning its
Master-Feeder structure from the sections entitled "Organizational Structure" in
each Feeder Fund's Prospectus.
<PAGE>
Equity 500 Index Portfolio
PART B
ITEM 10. COVER PAGE AND TABLE OF CONTENTS.
The Prospectus of the Equity 500 Index Portfolio (the "Portfolio") dated April
30, 1999, which may be amended from time to time provides the basic information
investors should know before investing. This SAI, which is not a Prospectus, is
intended to provide additional information regarding the activities and
operations of 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 Portfolio
at 1-800-730-1313
TABLE OF CONTENTS
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FUND HISTORY
DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS
MANAGEMENT OF THE FUND
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
INVESTMENT ADVISORY AND OTHER SERVICES
BROKERAGE ALLOCATION AND OTHER PRACTICES
CAPITAL STOCK AND OTHER SECURITIES
PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED
TAXATION OF THE FUND
UNDERWRITERS
CALCULATION OF PERFORMANCE DATA
FINANCIAL STATEMENTS
ITEM 11. FUND HISTORY
The Equity 500 Index Portfolio (the "Portfolio") was organized as a trust under
the laws of the State of New York on December 11, 1991.
ITEM 12. DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS
The Portfolio is a no-load, open-end management investment company. Registrant
incorporates by reference information concerning the investment policies and
limitations of the Portfolio from the sections entitled "Investment Objectives,
Policies and Restrictions" in the Statement of Additional Information of Equity
500 Index Fund (the "Feeder Fund") (the "Feeder Fund's SAI"). Capitalized terms
used in this Part B have the same meaning as in the Feeder Fund's SAI.
ITEM 13. MANAGEMENT OF THE FUND
Registrant incorporates by reference information concerning the management of
the Portfolio from the section entitled "Management of the Trusts" in the Feeder
Fund's SAI.
ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
<PAGE>
As of April 1, 1999, Equity 500 Index Fund and Equity 500 Index Fund (series of
shares of BT Institutional Funds and BT Pyramid Mutual Funds, respectively),
Scudder S&P 500 Index Fund, American Airlines Advantage S&P 500 Index Fund,
American Airlines Advantage S&P 500 Index Mileage Fund and USAA S&P 500 Index
Fund (each a "Fund") 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.
ITEM 15. 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 Trusts " in the Feeder Fund's SAI.
ITEM 16. BROKERAGE ALLOCATION AND OTHER PRACTICES
Registrant incorporates by reference information concerning the brokerage
allocation and other practices of the Portfolios from the section entitled
"Investment Objectives, Policies and Restrictions--Brokerage Commissions" in the
Feeder Fund's SAI.
ITEM 17. 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 non-assessable, except as set forth below.
Investments in the Portfolio may not be transferred.
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
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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.
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 Trust 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 18. 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 "Shareholder Information" 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 19. TAXATION OF THE FUND
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.
<PAGE>
ITEM 20. UNDERWRITERS
The placement agent for the Portfolio is ICC Distributors, 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 21. CALCULATION OF PERFORMANCE DATA
Not applicable.
ITEM 22. FINANCIAL STATEMENTS
The financial statements for the Portfolio for the period ended December 31,
1998 are incorporated herein by reference from the BT Institutional
Funds--Equity 500 Index Fund's Annual Report dated December 31, 1998 (File Nos.
33-34079 and 811-6071) and have been included in reliance upon the report of
PricewaterhouseCoopers 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 23(e) and (i)-(k) have been omitted pursuant to paragraph
2(b) of Instruction B of the General Instructions to Form N-1A.
ITEM 23. EXHIBITS
(a) Conformed copy of Declaration of Trust of the Registrant; 2.
(i) Amendment No. 1 to Declaration of Trust; 2
(b) By-Laws of the Registrant; 2 (c) Not applicable.
(d) Advisory Agreement between the Registrant and Bankers Trust Company
("Bankers Trust"); 2.
(f) Not applicable.
(g) Conformed copy of Custodian Agreement between the Registrant and
Bankers Trust; 4.
(h) Administration and Services Agreement between the Registrant and
Bankers Trust; 1
(i) Conformed copy of Exclusive Placement Agent Agreement; filed
herewith.
(ii) Copy of Exhibit A to Exclusive Placement Agent Agreement; +.
(l) Investment representation letters of initial investors; 1.
(m) Not applicable.
(n) Financial Data Schedule; filed herewith.
(o) Not applicable.
----------------------
+ 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.
<PAGE>
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.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:
None
ITEM 25. INDEMNIFICATION:
Incorporated by reference to Amendment No. 4 to Registrant's Registration
Statement as filed with the Commission on April 26, 1996.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:
Bankers Trust serves as investment adviser to the Portfolio. Bankers Trust, a
New York banking corporation, is a wholly owned subsidiary of Bankers Trust
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 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 Corporation. Set forth below are the names and principal
businesses of the directors and officers of Bankers Trust who are engaged in any
other business, profession, vocation or employment of a substantial nature.
Lee A. Ault III, 62
Director, Bankers Trust and Bankers Trust Corporation since 1997; Private
Investor; Former Chairman and Chief Executive Officer, Telecredit, Inc.; and
Director, Equifax, Inc., Office Depot, Inc., Sunrise Medical Inc. and Pacific
Crest Outward Bound School.
Neil R. Austrian, 59
Director, Bankers Trust and Bankers Trust Corporation since 1997; President and
Chief Operating Officer, National Football League; Director, Rafac Technology
and Office Depot, Inc.; and Trustee of Swarthmore College.
George B. Beitzel, 70
<PAGE>
Director, Bankers Trust and Bankers Trust Corporation since 1977; Retired Senior
Vice President and Director, International Business Machines Corporation;
Director, Computer Task Group, Phillips Petroleum Company, and Staff Leasing;
and Chairman Emeritus, Amherst College and Colonial Williamsburg Foundation.
Mark Bieler, 53
Executive Vice President, Bankers Trust Corporation since 1987; Managing
Director, Bankers Trust since 1992; Executive Vice President, Bankers Trust
1987-1992; and Senior Vice President and head of the Human Resources Department
since 1985.
Mary Cirillo, 51
Executive Vice President, Bankers Trust Corporation and Managing Director,
Bankers Trust since June 1997. Ms. Cirillo formerly held many positions in her
20-year career at Citicorp, including division executive from 1989 to 1992;
senior corporate officer for the business evaluation and corporate
re-engineering unit from 1993 to 1994; and Senior Vice President of Global
Finance Operations and Technology from 1994 to 1997.
She is head of Bankers Trust's Global Institutional Services business.
Richard H. Daniel, 52
Vice Chairman and Chief Financial Officer (Principal Financial Officer), Bankers
Trust Corporation and Bankers Trust since 1996; Vice Chairman, Bankers Trust
Corporation since April 1997; Controller, Bankers Trust Corporation and Bankers
Trust from 1996 to July 1998; Executive Vice President, Bankers Trust
Corporation from 1996 to April 1997; Vice Chairman, Bankers Trust since
September 1997; Managing Director, Bankers Trust from 1996 to September 1997.
Mr. Daniel formerly held the positions of chief financial officer of Federal
Home Loan Mortgage Corporation from 1994 to 1996, and executive vice president
and director of financial analysis and planning at BankAmerica Corporation from
1987 to 1994.
Yves C. de Balmann, 52
Vice Chairman, Bankers Trust Corporation since April 1997; Senior Vice
President, Bankers Trust Corporation from 1995 to 1997; Managing Director,
Bankers Trust from 1988 to September 1997; and Co-Chairman and Co-Chief
Executive Officer, BT Alex. Brown Incorporated.
Robert A. Ferguson, 53
Executive Vice President, Bankers Trust Corporation since April 1997; Senior
Vice President, Bankers Trust Corporation from 1995 to 1997; Managing Director,
Bankers Trust since 1985 and Bankers Trust Australia Limited since 1986.
Phillip A. Griffiths, 60
Director, Bankers Trust and Bankers Trust Corporation since 1994; Director,
Institute for Advanced Study; Chairman, Committee on Science, Engineering and
Public Policy of the National Academies of Sciences and Engineering & the
Institute of Medicine; Member, National Academy of Sciences, American Academy of
Arts and Sciences and American Philosophical Society; Chairman and Member,
Nominations Committee and Committee on Science and Engineering Indicators,
National Science board; Trustee, North Carolina School of Science and
<PAGE>
Mathematics and the Woodward Academy; and Former Member of the board of
directors, Research Triangle Institute.
Duncan P. Hennes, 42
Executive Vice President, Bankers Trust Corporation since September 1998;
Treasurer, Bankers Trust Corporation and Bankers Trust since September 1998;
Senior Vice President, Bankers Trust Corporation from 1990 to 1998; Managing
Director, Bankers Trust since 1990. Mr. Hennes is head of Bankers Trust's
Trading and Sales business and responsible for Treasury/Funding and Arbitrage.
William R. Howell, 63
Director, Bankers Trust and Bankers Trust Corporation since 1986; Chairman
Emeritus, J.C. Penney Company, Inc.; Director, Exxon Corporation, Halliburton
Company, Warner-Lambert Company, Williams, Inc., Central & South West Corp., and
the National Retail Federation; and Chairman, Southern Methodist University
Board of Trustees.
Vernon E. Jordan, Jr., 63
Director, Bankers Trust and Bankers Trust Corporation since 1972; Senior
Partner, Akin, Gump, Strauss, Hauer & Feld, LLP, Attorneys-at-law, Washington,
D.C. and Dallas, Texas; Former President, National Urban League, Inc.; Director,
American Express Company, Chancellor Media Corporation, Dow Jones, Inc., J.C.
Penney Company, Inc., Revlon Group Incorporated, Ryder System, Inc., Sara Lee
Corporation, Union Carbide Corporation and Xerox Corporation; and Trustee, The
Ford Foundation and Howard University.
Eugene A. Ludwig, 52
Vice Chairman, Bankers Trust Corporation and Bankers Trust since May 1998. Mr.
Ludwig formerly held the positions of Comptroller of the Currency of the United
States from 1993 to April 1998, Chairman of the Federal Financial Institutions
Examination Council, Chairman of Neighborhood Housing Services, and director of
the Federal Deposit Insurance Corporation. Mr. Ludwig is head of the Control
Committee and Capital Commitment Committee and responsible for risk and control,
legal, regulatory and other governmental issues central to implementing global
strategies in securities underwriting, lending and related businesses. In
addition, Mr. Ludwig is responsible for the Firm's corporate responsibility
area.
Joseph A. Manganello, Jr., 63
Executive Vice President and Chief Credit Officer, Bankers Trust Corporation
since 1988; Managing Director of Bankers Trust since 1992; and Chief Credit
Officer of Bankers Trust since 1984; Executive Vice President of Bankers Trust
1982-1992; Department Head of the United States Department of Bankers Trust
prior to 1984. He is in charge of the Credit Risk Management Department.
I. David Marshall, 52
Executive Vice President and Chief Information Officer of Bankers Trust
Corporation and Managing Director and Chief Information Officer of Bankers Trust
since October 1996. Mr. Marshall formerly held the positions of executive vice
president and chief information officer of Canadian Imperial Bank of Commerce
from June 1995 to October 1996; group executive for
<PAGE>
Information Systems & Operations and a member of the Executive Committee at
Unitel Communications, Inc., the operating arm of AT&T in Canada from 1993 to
1995; and from 1977 to 1993 he served with the Canadian Government consecutively
as assistant auditor general; assistant deputy minister, Information Technology
for Revenue Canada and assistant deputy minister, Information Technology for
Employment and Immigration Canada.
Hamish Maxwell, 72
Director of Bankers Trust and Bankers Trust Corporation since 1984; Retired
Chairman and Chief Executive Officer, Philip Morris Companies Inc.; Director,
Sola International Inc., and Chairman, WPP Group plc.
Rodney A. McLauchlan, 45
Executive Vice President, Bankers Trust Corporation since April 1997; Senior
Vice President, Bankers Trust Corporation from 1992 to April 1997; Managing
Director, BT Alex. Brown since September 1997; Managing Director, BT Securities
Corporation from 1995 to 1997; Managing Director, Bankers Trust from 1987 to
1995. As of 1998, he is Chairman of the Global Banking Group and is head of
Bankers Trust's Latin American Investment Banking business. Mr. McLauchlan also
chairs the Latin American and Asian Advisory Boards and the Client Committee.
Frank N. Newman, 56
Director, Bankers Trust and Bankers Trust Corporation since 1995; Chairman of
the Board, Chief Executive Officer and President, Bankers Trust and Bankers
Trust Corporation; Former Deputy Secretary, United States Treasury; Former Vice
Chairman of the Board and Director, BankAmerica Corporation and Bank of America
NT&SA; Director, Dow Jones, Inc.; Trustee, Carnegie Hall; and Member, Board of
Overseers, Joan & Sanford I Weill Medical College and Joan & Sanford I. Weill
Graduate School of Medical Sciences of Cornell University.
N.J. Nicholas Jr., 59
Director of Bankers Trust and Bankers Trust Corporation since 1989; Investor;
Former Co-chief Executive Officer of Time Warner Inc. Director, Boston
Scientific Corporation, Priceline.com Inc. and Xerox Corporation.
Russell E. Palmer, 64
Director, Bankers Trust and Bankers Trust Corporation since 1988; Chairman and
Chief Executive Officer, The Palmer Group; Former Dean, The Wharton School,
University of Pennsylvania; Former Chief Executive Officer, Touche Ross & Co.
(now Deloitte & Touche). Director, Allied-Signal Inc., Federal Home Loan
Mortgage Corporation, GTE Corporation, The May Department Stores Company and
Safeguard Scientifics, Inc.; and Trustee, the University of Pennsylvania.
Mayo A. Shattuck III, 44
Vice Chairman, Bankers Trust Corporation since September 1997. He formerly held
the positions of President and Chief Operating Officer of Alex. Brown
Incorporated from 1991 to September 1997. He is Co-Chairman and Co-Chief
Executive Officer of BT Alex. Brown Incorporated.
<PAGE>
Donald L. Staheli, 67
Director, Bankers Trust and Bankers Trust Corporation since 1996;Retired
Chairman of the Board and Chief Executive Officer, Continental Grain Company;
Director, Continental Grain Company, ContiFinancial Corporation, Prudential
Insurance Company of America and America's Promise; and Chairman, The Points of
The Light Foundation.
Patricia Carry Stewart, 70
Director, Bankers Trust and Bankers Trust Corporation since 1977; Former Vice
President, The Edna McConnell Clark Foundation (a charitable foundation); Chair,
Community Foundation for Palm Beach and Martin Counties; Trustee Emerita,
Cornell University; and a life member, Board of Overseers, Joan & Sanford I
Weill Medical College and Joan & Sanford I. Weill Graduate School of Medical
Sciences of Cornell University.
G. Richard Thoman, 54
Director, Bankers Trust and Bankers Trust Corporation since 1997; President,
Chief Operating Officer and Director, DaimlerChrysler AG, Union Bancaire Privee
(Switzerland), General Electric Investments Equity Advisory Board, Yale School
of Management Advisory Board, Fletcher School of Law and Diplomacy Advisory
Board, the INSEAD U.S. Advisory Board and The Americas Society; President, Chief
Executive Officer and Director, Fuji Xerox Corporation, Ltd.; and Member,
Council on Foreign Relations.
George J. Vojta, 63
Director, Bankers Trust and Bankers Trust Corporation since 1997; Vice Chairman
of the Board, Bankers Trust and Bankers Trust Corporation; Director, Alicorp,
S.A., Globeset and Private Export Funding Corp.; Member, New York State Banking
Board; Vice Chairman of the Board of Trustees, St. Luke's-Roosevelt Hospital
Center; Partner, New York City Partnership; Chairman, Wharton Financial Services
Center; and Member, Bretton Woods Committee.
Paul A. Volcker, 71
Director, Bankers Trust and Bankers Trust Corporation since 1996; Former
Chairman and Chief Executive Officer, Wolfensohn & Co., Inc.; Former Chairman,
Board of Governors of the Federal Reserve System; Director, Nestle S.A.,
Prudential Insurance Company of America, American Council on Germany, Council on
Foreign Relations and The Japan Society; Trustee, The American Assembly; and
Member, the advisory boards of several international corporations.
Melvin A. Yellin, 56
Executive Vice President and General Counsel, Bankers Trust Corporation and
Managing Director and General Counsel of Bankers Trust since 1996; Senior Vice
President (Chief Legal Officer), Bankers Trust Corporation and Managing Director
(Chief Legal Officer) of Bankers Trust since 1995; Managing Director and Deputy
General Counsel, Bankers Trust from 1992 to 1995; Vice President and Counsel,
Bankers Trust from 1981 to 1992. He is in charge of the Legal Department.
<PAGE>
Certain of the executive officers held the Senior Managing Director title for a
portion of 1996 and 1997. Bankers Trust eliminated the title effective January
1, 1998 and reverted to the use of the Managing Director title as the most
senior title below that of Vice Chairman.
Item 27. PRINCIPAL UNDERWRITERS:
ICC Distributors, 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, 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, and Asset Management Portfolio.
(b) Unless otherwise stated, the principal business address is Two Portland
Square, Portland, Maine 04101.
<TABLE>
<S> <C> <C>
(1) (2) (3)
Name and Principal Business Position and Offices with Position and Offices with
Address Distributor the Registrant
John Y. Keffer President None
Sara M. Morris Treasurer None
David I. Goldstein Secretary None
Benjamin L. Niles Vice President None
Margaret J. Fenderson Assistant Treasurer None
Dana L. Lukens Assistant Secretary None
Nanette K. Chern Chief Compliance Officer None
</TABLE>
(c) None
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS:
Registrant: One South Street, Baltimore, Maryland 21202.
Bankers Trust Company (Investment Adviser, Custodian and Administrator): 130
Liberty Street, New York, New York 10006.
Investors Fiduciary Trust Company (Transfer Agent and Dividend Disbursing
Agent): 127 West 10th Street, Kansas City, MO 64105.
ICC Distributors, Inc. (Placement Agent and Sub-Administrator): Two Portland
Square, Portland, Maine 04101.
ITEM 29. MANAGEMENT SERVICES.
Not Applicable
ITEM 32. UNDERTAKINGS.
<PAGE>
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. 9 to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Baltimore and State of Maryland on the
26th day of April, 1999.
EQUITY 500 INDEX PORTFOLIO
By /s/Daniel O. Hirsch
Daniel O. Hirsch, Secretary
April 26, 1999
August 11, 1998
ICC Distributors, Inc.
Two Portland Square
Portland, ME 04101
Ladies and Gentlemen:
Re: Exclusive Placement Agent Agreement
------------------------------------
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned open-end management investment companies (each a
"Trust" and collectively, the "Trusts") registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), each organized as a business trust
under the laws of the State of New York, has agreed that ICC Distributors, Inc.,
a Delaware corporation ("ICC"), shall be the exclusive placement agent (the
"Exclusive Placement Agent") of beneficial interests ("Trust Interests") of each
series of the respective Trusts.
1. Services as Exclusive Placement Agent.
--------------------------------------
1.1 ICC will act as Exclusive Placement Agent of the Trust Interests. In acting
as Exclusive Placement Agent under this Exclusive Placement Agent Agreement,
neither ICC nor its employees or any agents thereof shall make any offer or sale
of Trust Interests in a manner which would require the Trust Interests to be
registered under the Securities Act of 1933, as amended (the "1933 Act").
1.2 All activities by ICC and its agents and employees as Exclusive Placement
Agent of Trust Interests shall comply with all applicable laws, rules and
regulations of any U.S. governmental authority, including, without limitation,
all rules and regulations adopted pursuant to the 1940 Act by the Securities and
Exchange Commission (the "Commission").
1.3 Nothing herein shall be construed to require a Trust to accept any offer to
purchase any Trust Interests, all of which shall be subject to approval by the
Trust's Board of Trustees or their delegates.
1.4 The Trusts shall furnish from time to time for use in connection with the
sale of Trust Interests such information with respect to the Trust and Trust
Interests as ICC may reasonably request. The Trusts shall prepare and furnish,
at their own cost and expense, all offering documents to be used by the
Exclusive Placement Agent to offer Trust Interests including, without
limitation, the Confidential Private Placement Memorandum, the Confidential
Statement of Additional Information, and the Subscription Agreement
(collectively, the "Approved Offering Documents"). The Trusts shall also furnish
ICC upon request with: (a)
<PAGE>
unaudited semiannual statements of the Trust's books and accounts prepared by
the Trust, and (b) from time to time such additional information regarding the
Trust's financial or regulatory condition as ICC may reasonably request.
1.5 Each Trust represents to ICC that all registration statements filed by the
Trust with the Commission under the 1940 Act with respect to Trust Interests
have been prepared in conformity with the requirements of such statute and the
rules and regulations of the Commission thereunder. As used in this Agreement
the term "registration statement" shall mean any registration statement filed
with the Commission, as modified by any amendments thereto that at any time
shall have been filed with the Commission by or on behalf of a Trust. Each Trust
represents and warrants to ICC that any registration statement will contain all
statements required to be stated therein in conformity with both such statute
and the rules and regulations of the Commission; that all statements of fact
contained in any registration statement will be true and correct in all material
respects at the time of filing of such registration statement or amendment
thereto; and that no registration statement will include an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading to a purchaser of
Trust Interests. The Trusts may but shall not be obligated to propose from time
to time such amendment to any registration statement as in the light of future
developments may, in the opinion of the Trust's counsel, be necessary or
advisable. If a Trust shall not propose such amendment and/or supplement within
fifteen days after receipt by the Trust of a written request from ICC to do so,
ICC may, at its option, terminate this Agreement. The Trusts shall not file any
amendment to any registration statement without giving ICC reasonable notice
thereof in advance; provided, however, that nothing contained in this Agreement
shall in any way limit a Trust's right to file at any time such amendment to any
registration statement as the Trust may deem advisable, such right being in all
respects absolute and unconditional.
1.6 Each Trust severally agrees to indemnify, defend and hold ICC, its several
officers and directors, and any person who controls ICC within the meaning of
Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934
(the "1934 Act") (for purposes of this paragraph 1.6, collectively, the "Covered
Persons") free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any counsel fees incurred in connection
therewith) which any Covered Person may incur under the 1933 Act, the 1934 Act,
the laws or regulations of any U.S. or foreign governmental authority, common
law, or otherwise, but only to the extent that such liability or expense
incurred by a Covered Person resulting from such claims or demands shall arise
out of or be based on (i) any untrue statement of a material fact contained in
Approved Offering Documents or other offering material from time to time
furnished by or on behalf of the Trust ("Offering Material") or (ii) any
omission to state a material fact required to be stated in any Offering Material
or necessary to make the statements in any Offering Material not misleading;
provided, however, that each Trust's agreement to indemnify Covered Persons
shall not be deemed to cover any claims, demands, liabilities or expenses
arising out of any financial and other statements as are furnished in writing to
the Trust by ICC in its capacity as Exclusive Placement Agent for use in the
answers to any items of any registration statement or in any statements made in
any Offering Material, or arising out of or based on any omission or alleged
omission to state a material fact in connection with the giving of such
information required to be
<PAGE>
stated in such answers or necessary to make the answers not misleading; and
further provided that each Trust's agreement to indemnify ICC and each Trust's
representation and warranties hereinbefore set forth in paragraph 1.5 shall not
be deemed to cover any liability to the Trust or its investors to which a
Covered Person would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of a
Covered Person's reckless disregard of its obligations and duties under this
Agreement. A Trust shall be notified of any action brought against a Covered
Person, such notification to be given by letter or by telegram addressed to the
Trust, Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA
15222-3779, Attention: Secretary, with a copy to Burton M. Leibert, Esq.,
Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd Street, New York,
NY 10022, promptly after the summons or other first legal process shall have
been duly and completely served upon such Covered Person. The failure to so
notify a Trust of any such action shall not relieve the Trust (i) from any
liability except to the extent the Trust shall have been prejudiced by such
failure, or (ii) from any liability that the Trust may have to the Covered
Person against whom such action is brought by reason of any such untrue or
alleged untrue statement, or omission or alleged omission, otherwise than on
account of the Trust's indemnity agreement contained in this paragraph. Each
Trust will be entitled to assume the defense of any suit brought to enforce any
such claim, demand or liability, but in such case such defense shall be
conducted by counsel of good standing chosen by the Trust and approved by ICC,
which approval shall not be unreasonably withheld. In the event a Trust elects
to assume the defense in any such suit and retain counsel of good standing
approved by ICC, the defendant or defendants in such suit shall bear the fees
and expenses of any additional counsel retained by any of them; but in case a
Trust does not elect to assume the defense of any such suit, or in case ICC
reasonably does not approve of counsel chosen by the Trust, the Trust will
reimburse the Covered Person named as defendant in such suit, for the fees and
expenses of any counsel retained by ICC or the Covered Persons. Each Trust's
indemnification agreement contained in this paragraph and each Trust's
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
Covered Persons, and shall survive the delivery of any Trust Interests. This
agreement of indemnity will inure exclusively to Covered Persons and their
successors. Each Trust agrees to notify ICC promptly of the commencement of any
litigation or proceedings against the Trust or any of its officers or Trustees
in connection with the issue and sale of any Trust Interests.
1.7 ICC agrees to indemnify, defend and hold each Trust, its several officers
and trustees, and any person who controls a Trust within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act (for purposes of this paragraph
1.7, collectively, the "Covered Persons") free and harmless from and against any
and all claims, demands, liabilities and expenses (including the costs of
investigating or defending such claims, demands, liabilities and any counsel
fees incurred in connection therewith) that Covered Persons may incur under the
1933 Act, the 1934 Act, common law, or otherwise, but only to the extent that
such liability or expense incurred by a Covered Person resulting from such
claims or demands shall arise out of or be based on (i) any untrue statement or
a material fact contained in information furnished in writing by ICC in its
capacity as Exclusive Placement Agent to the Trusts for use in the answers to
any of the items of any registration statement or in any statements in any other
Offering Material, or (ii) any omission to state a material fact in connection
with such information furnished in writing by ICC to a Trust required to be
stated in such answers or necessary to make such information not
<PAGE>
misleading. ICC shall be notified of any action brought against a Covered
Person, such notification to be given by letter or telegram addressed to ICC at
Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779,
Attention: Secretary, promptly after the summons or other first legal process
shall have been duly and completely served upon such Covered Person. The failure
to so notify ICC of any such action shall not relieve ICC (i) from any liability
except to the extent a Trust shall have been prejudiced by such failure, or (ii)
from any liability that ICC may have to the Covered Person against whom such
action is brought by reason of any such untrue or alleged untrue statement, or
omission or alleged omission, otherwise than on account of ICC's indemnity
agreement contained in this paragraph. ICC will be entitled to assume the
defense of any suit brought to enforce any such claim, demand or liability, but
in such case such defense shall be conducted by counsel of good standing chosen
by ICC and approved by the Trust, which approval shall not be unreasonably
withheld. In the event that ICC elects to assume the defense in any such suit
and retain counsel of good standing approved by a Trust, the defendant or
defendants in such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case ICC does not elect to assume the
defense of any such suit, or in case a Trust reasonably does not approve of
counsel chosen by ICC, ICC will reimburse the Covered Person named as defendant
in such suit, for the fees and expenses of any counsel retained by the Trust or
the Covered Persons. ICC's indemnification agreement contained in this paragraph
and ICC's representations and warranties in this Agreement shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of Covered Persons, and shall survive the delivery of any Trust
Interests. This agreement of indemnity will inure exclusively to Covered Persons
and their successors. ICC agrees to notify each Trust promptly of the
commencement of any litigation or proceedings against ICC or any of its officers
or directors in connection with the issue and sale of any Trust Interests.
1.8 No Trust Interests shall be offered by either ICC or the Trusts under any of
the provisions of this Agreement and no orders for the purchase or sale of Trust
Interests hereunder shall be accepted by the Trusts if and so long as the
effectiveness of the registration statement or any necessary amendments thereto
shall be suspended under any of the provisions of the 1940 Act; provided,
however, that nothing contained in this paragraph shall in any way restrict or
have an application to or bearing on a Trust's obligation to redeem Trust
Interests from any investor in accordance with the provisions of the Trust's
registration statement or Declaration of Trust, as amended from time to time.
Each Trust shall notify ICC promptly of the suspension of its registration
statement or any necessary amendments thereto, such notification to be given by
letter or telecopy addressed to ICC at Federated Investors Tower. 1001 Liberty
Avenue, Pittsburgh, PA 15222-3779, Attention: Secretary.
1.9 Each Trust agree to advise ICC as soon as reasonably practical by a notice
in writing delivered to ICC or its counsel:
(a) of any request by the Commission for amendments to the registration
statement men m effect or for additional information;
<PAGE>
(b) in the event of the issuance by the Commission of any stop order suspending
the effectiveness of the registration statement then in effect or the initiation
by service of process on a Trust of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statements of a material
fact made in the registration statement then in effect or that requires the
making of a change in such registration statement in order to make the
statements therein not misleading; and
(d) of all action of the Commission with respect to any amendment to any
registration statement that may from time to time be filed with the Commission.
For purposes of this paragraph 1.9, informal requests by or acts of the Staff of
the Commission shall not be deemed actions of or requests by the Commission.
1.10 ICC agrees on behalf of itself and its employees to treat confidentially
and as proprietary information of the Trusts all records and other information
not otherwise publicly available relative to the Trusts and their respective
prior, present or potential investors and not to use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
a Trust, which approval shall not be unreasonably withheld and may not be
withheld where ICC may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by a Trust.
1.11 In addition to ICC's duties as Exclusive Placement Agent, the Trusts
understand that ICC may, in its discretion, perform additional functions in
connection with transactions in Trust Interests.
The processing of Trust Interest transactions may include, but is not limited
to, compilation of all transactions from ICC's various offices; creation ora
transaction tape and timely delivery of it to the Trusts' transfer agent for
processing; reconciliation of all transactions delivered to the Trusts' transfer
agent; and the recording and reporting of these transactions executed by the
Trusts' transfer agent in customer statements; rendering of periodic customer
statements; and the reporting of IRS Form 1099 information at year end if
required.
ICC may also provide other investor services, such as communicating with Trust
investors and other functions in administering customer accounts for Trust
investors.
ICC understands that these services may result in cost savings to the Trusts or
to the Trusts' investment manager and neither the Trusts nor the Trusts'
investment manager will compensate ICC for all or a portion of the costs
incurred in performing functions in connection with transactions in Trust
Interests. Nothing herein is intended, nor shall be construed, as requiring ICC
to perform any of the foregoing functions.
1.12 Except as set forth in paragraph 1.6 of this Agreement, the Trusts shall
not be liable to ICC or any Covered Persons as defined in paragraph 1.6 for any
error of judgment or mistake of law or for any loss suffered by ICC in
connection with the matters to which this Agreement
<PAGE>
relates, except a loss resulting from the willful misfeasance, bad faith or
gross negligence on the part of a Trust in the performance of its duties or from
reckless disregard by a Trust of its obligations and duties under this
Agreement.
1.13 Except as set forth in paragraph 1.7 of this Agreement, ICC shall not be
liable to any Trust or any Covered Persons as defined in paragraph 1.7 for any
error of judgment or mistake of law or for any loss suffered by a Trust in
connection with the matters to which this Agreement relates, except a loss
resulting from the willful misfeasance, bad faith or gross negligence on the
part of ICC in the performance of its duties or from reckless disregard by ICC
of its obligations and duties under this Agreement.
2. Term.
----
This Agreement shall become effective on the date first written above and,
unless sooner terminated as provided herein, shall continue until one year from
the date first written above, and thereafter shall continue automatically for
successive annual periods, provided such continuance is specifically approved at
least annually with respect to each Trust by (i) each Trust's Board of Trustees
or (ii) by a vote of a majority (as defined in the 1940 Act) of each Trust's
outstanding voting securities, provided that in either event the continuance is
also approved by the majority of the Trust's Trustees who are not interested
persons (as defined in the 1940 Act) of the Trust and who have no direct or
indirect financial interest in this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement is
terminable without penalty, on not less than 60 days' notice, by the Board, by a
vote of a majority (as defined in the 1940 Act) of a Trust's outstanding voting
securities, or by ICC. This Agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act and the rules thereunder).
3. Representations and Warranties.
-------------------------------
ICC and each Trust each hereby represents and warrants to the other that it has
all requisite authority to enter into, execute, deliver and perform its
obligations under this Agreement and that, with respect to it, this Agreement is
legal, valid and binding, and enforceable in accordance with its terms.
4. Activities of ICC.
--------------------
Except to the extent necessary to perform ICC's obligations hereunder, nothing
herein shall be deemed to limit or restrict ICC's right, or the right of any of
ICC's officers, directors or employees who may also be a trustee, officer or
employee of the Trusts, or persons otherwise affiliated persons of the Trusts to
engage in any other business or to devote time and attention to the management
or other aspects of any other business, whether of a similar or dissimilar
nature, or to render services of any kind to any other corporation, trust, firm,
individual or association.
5. Concerning Applicable Provisions of Law, etc.
----------------------------------------------
<PAGE>
This Agreement shall be subject to all applicable provisions of law, including
the applicable provisions of the 1940 Act and to the extent that any provisions
herein contained conflict with any such applicable provisions of law, the latter
shall control.
The laws of the State of New York shall, except to the extent that any
applicable provisions of Federal law shall be controlling, govern the
construction, validity and effect of this Agreement, without reference to
principles of conflicts of law.
The undersigned officer of each Trust has executed this Agreement not
individually, but as President under each Trust's Declaration of Trust, as
amended. Pursuant to the Declaration of Trust, the obligations of this Agreement
are not binding upon any of the Trustees or investors of the Trust individually,
but bind only the trust estate.
If the correct set forth herein is acceptable to you, please so indicate by
executing the enclosed copy of this Agreement and returning the same to the
undersigned, whereupon this Agreement shall constitute a binding contract
between the parties hereto effective at the closing of business on the date
hereof.
6. Miscellaneous.
-------------
(a) No provisions of this Agreement may be amended or modified in any manner
except by a written agreement properly authorized and executed by both parties
hereto.
(b) If any part, term or provision of this Agreement is held to be illegal, in
conflict with any law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
(c) This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
(d) Section headings in this Agreement are included for convenience only and are
not to be used to construe or interpret this Agreement.
(e) Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
(f) The terms "vote of a majority of the outstanding voting interests,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the Act to the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment," respectively.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed all as of the day and year first above written.
<PAGE>
Very truly yours,
By: /s/Jay S. Neuman
Jay S. Neuman
Secretary, on behalf of the
Trusts listed on Exhibit A hereto
Accepted:
ICC Distributors, Inc.
By: /s/David I. Goldstein
David I. Goldstein
Secretary
<PAGE>
EXHIBIT A TO EXCLUSIVE PLACEMENT AGENT AGREEMENT
AS LAST AMENDED: DECEMBER 9, 1998
Pursuant to the Exclusive Placement Agreement, ICC shall be Exclusive Placement
Agent with respect to the following Trust, effective as of the date indicted
below:
Name of Trust Date
BT Investment Portfolios August 11, 1998
Liquid Assets Portfolio August 11, 1998
Asset Management Portfolio II August 11, 1998
Asset Management Portfolio III August 11, 1998
Global High Yield Securities Portfolio August 11, 1998
Latin American Equity Portfolio August 11, 1998
Small Cap Portfolio August 11, 1998
Pacific Basin Equity Portfolio August 11, 1998
U.S. Bond Index Portfolio August 11, 1998
Small Cap Index Portfolio August 11, 1998
EAFE(R)Equity Index Portfolio August 11, 1998
BT PreservationPlus Portfolio August 11, 1998
Global Emerging Markets Equity Portfolio August 11, 1998
International Small Company
Equity Portfolio August 11, 1998
BT PreservationPlus Income Portfolio August 11, 1998
BT Global Equity Portfolio December 9, 1998
BT European Equity Portfolio December 9, 1998
Cash Management Portfolio August 11, 1998
Treasury Money Portfolio August 11, 1998
Tax Free Money Portfolio August 11, 1998
NY Tax Free Money Portfolio August 11, 1998
International Equity Portfolio August 11, 1998
Equity 500 Index Portfolio August 11, 1998
Asset Management Portfolio August 11, 1998
Capital Appreciation Portfolio August 11, 1998
Intermediate Tax Free Portfolio August 11, 1998
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains Summary Financial Information extracted from the BT
Equity 500 Index Portfolio's Annual Report dated December 31, 1998, and is
qualified in its entirety by reference to such Annual Report.
</LEGEND>
<CIK> 0000888568
<NAME> BE EQUITY 500 INDEX PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 3,283,971,028
<INVESTMENTS-AT-VALUE> 5,185,941,234
<RECEIVABLES> 0
<ASSETS-OTHER> 14,563,176
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5,200,504,410
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,297,393,868
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,903,110,542
<NET-ASSETS> 5,200,504,410
<DIVIDEND-INCOME> 56,672,952
<INTEREST-INCOME> 4,806,144
<OTHER-INCOME> 0
<EXPENSES-NET> 3,114,365
<NET-INVESTMENT-INCOME> 58,364,731
<REALIZED-GAINS-CURRENT> 35,274,688
<APPREC-INCREASE-CURRENT> 895,089,518
<NET-CHANGE-FROM-OPS> 988,728,937
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 2,397,417,939
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,186,503
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,913,661
<AVERAGE-NET-ASSETS> 3,896,962,388
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0.08
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
