1940 Act File No. 811-6699
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 5.................................................. X
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ASSET MANAGEMENT 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
ASSET MANAGEMENT PORTFOLIO
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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.
Asset Management 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 seek high total return
with reduced risk over the long term by allocating investments among
stocks, bonds and short-term instruments. 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
Institutional Asset Management Fund's (the "Feeder Fund") prospectus
(the "Feeder Fund Prospectus"). Further information about the risk
factors associated with investments in the Portfolio is incorporated
herein by reference from the section entitled "Appendix" in the Feeder
Fund's Statement of Additional Information (the "Feeder Fund SAI").
ITEM 5. MANAGEMENT OF THE TRUST.
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. Under the Declaration of Trust, the Trustees are authorized
to issue beneficial interests in the Portfolio. Each investor is
entitled to a vote in proportion to the amount of its investment in
the Portfolio. Investments in the Portfolio may not be transferred,
but an investor may withdraw all or any portion of its investment at
any time at net asset value. 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.
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.
Each investor in the Portfolio may add to or reduce its investment in
the Portfolio on each Portfolio Business Day. At the close of business
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 as of the close of business on that day, 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 close of business 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 close of business 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 close of business, 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.
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 the Registrant" above.
An investment in the Portfolio may be made without a sales charge. 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.
There is no minimum initial or subsequent investment in the
Portfolio. The Portfolio and Edgewood Services, Inc. ("Edgewood")
reserve the right to cease accepting investments at any time or to
reject any investment order.
Registrant incorporates by reference information concerning the
computation of net asset value and the valuation of the Portfolio's
assets from the sections entitled "Net Asset Value" and "Purchase and
Redemption of Shares" in the Feeder Fund Prospectus.
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 may, at its own option, accept securities in payment for
interests. The securities delivered in payment for interests are
valued by the method described under "Purchase Redemption and Pricing
of Securities" in Part B as of the day the Portfolio receives the
securities. This is a taxable transaction to the investor. securities
may be accepted in payment for interests only if they are, in the
judgment of Bankers Trust, appropriate investments for the Portfolio.
In addition, securities accepted in payment for interests must: (i)
meet the investment objective and policies of the Portfolio; (ii) be
acquired by the Portfolio for investment and not for resale; (iii) be
liquid securities which are not restricted as to transfer either by
law or liquidity of market; and (iv) if stock, have a value which is
readily ascertainable as evidenced by a listing on a stock exchange,
over the counter market or by readily available market quotations from
a dealer in such securities. The Portfolio reserves the right to
accept or reject at its own option any and all securities offered in
payment for its interests.
The placement agent for the Portfolio is Edgewood. The principal
business address of Edgewood is Clearing Operations, P.O. Box 897,
Pittsburgh, Pennsylvania 15230-0897.. 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 calendar days following
receipt of the request. 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.
ASSET MANAGEMENT PORTFOLIO
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PART B
ITEM 10. COVER PAGE.
Not applicable.
ITEM 11. TABLE OF CONTENTS.
General Information and History 1
Investment Objectives and Policies 1
Management of the Fund 1
Control Persons and Principal Holder of Securities . . 2
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 Asset Management
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 Feeder Fund SAI.
ITEM 14. MANAGEMENT OF THE PORTFOLIO.
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.
The Portfolio's Declaration of Trust provides that it will indemnify
its Trustees and officers against liabilities and expenses incurred in
connection with litigation in which they may be involved because of
their offices with the Portfolio, unless, as to liability to the
Portfolio or its investors, it is finally adjudicated that they
engaged in wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in their offices, or unless with
respect to any other matter it is finally adjudicated that they did
not act in good faith in the reasonable belief that their actions were
in the best interests of the Portfolio. In the case of settlement,
such indemnification will not be provided unless it has been
determined by a court or other body approving the settlement or other
disposition, or by a reasonable determination, based upon a review of
readily available facts, by vote of a majority of disinterested
Trustees or in a written opinion of independent counsel, that such
officers or Trustees have not engaged in wilful misfeasance, bad
faith, gross negligence or reckless disregard of their duties.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of June 30, 1997, BT Institutional Asset Management Fund and BT
Investment Lifecycle Long Range Fund (each a "Fund") (series of shares
of BT Pyramid Mutual Funds and BT Investment Funds, respectively)
owned 76.80% and 23.20%, respectively, of the value of the outstanding
interests in the Portfolio. Because BT Institutional Asset Management
Fund controls the 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 Portfolio, the Fund will, except as
permitted by the SEC, hold a meeting of its shareholders and will cast
its votes as instructed by the Fund's shareholders and in the same
proportion as the votes of the Fund's shareholders. Fund shareholders
who do not vote will not affect the Fund's votes at the Portfolio
meeting. The percentage of the Fund's votes representing Fund
shareholders not voting will be voted by the Trustees or officers of
the Fund in the same proportion as the Fund shareholders who do, in
fact, vote. Whenever a Fund is requested to vote on a matter
pertaining to a Portfolio, the Fund will vote its shares without a
meeting of the Fund shareholders if the proposal, if made with respect
to such Fund, would not require the vote of the Fund shareholders as
long as such action is permissible under applicable statutory and
regulatory requirements. It is anticipated that other registered
investment companies investing in the Portfolio will follow the same
or a similar practice.
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 Objectives and Policies-Portfolio
Transactions 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 wilful 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.
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 may 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 on 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 Portfolio's financial statements are hereby incorporated by
reference from the Registrant's Annual Report 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.
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 BT Investment Funds dated March 31,
1997, pursuant to Rule 411 under the
Securities Act of 1933. (File Nos.
33-62103 and 811-7347)
(b) Exhibits:
(1) (i) Conformed copy of Declaration of Trust of the Registrant; 2
(2) Copy of By-Laws of the Registrant; 2
(3) Not applicable;
(4) Not applicable;
(5) Conformed copy of 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; +
(9) Conformed copy of Administration and Services Agreement between
the Registrant and Bankers Trust; 1
(i) Conformed copy of Exclusive Placement Agent Agreement; +
(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. +
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+ All exhibits have been filed electronically.
1. Previously filed on June 9, 1992.
2. Response is incorporated by reference to Registrant's Amendment No. 3 on
Form N-1A filed August 1, 1995.
<PAGE>
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:
None
Item 26. NUMBER OF HOLDERS OF SECURITIES:
Number of Record Holders
TITLE OF CLASS AS OF JUNE 30, 1997
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Beneficial Interests 2
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. Beitzel, International Business Machines Corporation, Old
Orchard Road, Armonk, NY 10504. Director, Bankers Trust Company;
Retired senior vice president and Director, International Business
machines Corporation; Director, Computer Task Group; Director,
Phillips Petroleum Company; Director, Caliber Systems, Inc. (formerly,
Roadway Services Inc.); Director, Rohm and Haas Company; Director, TIG
Holdings; Chairman emeritus of Amherst College; and Chairman of the
Colonial Willimsburg Foundation.
Richard H. Daniel, Bankers Trust Company, 130 Liberty Street, New
York, New York 10006. Vice chairman and chief financial officer,
Bankers Trust Company and Bankers Trust New York Corporation;
Beneficial owner, general partner, Daniel Brothers, Daniel Lingo &
Assoc., Daniel Pelt & Assoc.; Beneficial owner, Rhea C.
Daniel Trust.
2. Response is incorporated by reference to Registrant's Amendment No. 3 on
Form N-1A filed August 1, 1995.
<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.
<PAGE>
Item 29. PRINCIPAL UNDERWRITERS:
a) Edgewood Service, Inc., the placement agent for shares of
the Registrant, also acts as principal underwriter for the following
open-end investment companies: BT Investment Funds, BT Advisor Funds,
BT Pyramid Mutual Funds, BT Institutional Funds, Excelsior
Institutional Trust (formerly, UST Master Funds, Inc.), Excelsior
Tax-Exempt Funds, Inc. (formerly, UST Master Tax-Exempt Funds, Inc.),
Excelsior Institutional Trust, FTI Funds, FundManager Portfolios,
Marketvest Funds, Marketvest Funds, inc. and Old Westbury Funds, Inc.
<TABLE>
<CAPTION>
b)
(1) (2) (3)
<S> <C> <C>
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
</TABLE>
<PAGE>
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.: Clearing Operations, P.O. Box 897,
(Placement Agent Pittsburgh, Pennsylvania 15230-0897.
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, ASSET MANAGEMENT PORTFOLIO, has duly caused this
Amendment No. 5 to its Registration Statement on Form N-1A to be
signed on its behalf by the undersigned, thereto duly authorized, in
the City of Pittsburgh and Commonwealth of Pennsylvania on the 1st day
of July, 1997.
ASSET MANAGEMENT PORTFOLIO
By: /s/ Jay S. Neuman
Jay S. Neuman, Secretary
July 1, 1997
EXHIBIT 8 UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/REG. S-K
BANKERS TRUST COMPANY
One Bankers Trust Plaza, New York, New York 10006
Mailing Address:
P.O. Box 318, Church Street Station
New York, New York 10008
Mutual Fund/Business Trust/Non-Series
CUSTODIAN AGREEMENT
AGREEMENT dated as of July 1, 1996 between BANKERS TRUST
COMPANY (the "Custodian") and ASSET MANAGEMENT PORTFOLIO (the
"Customer").
WHEREAS, the Customer desires to appoint the Custodian as
custodian on behalf of the Customer under the terms and conditions set
forth in this Agreement, and the Custodian has agreed to so act as
custodian.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. EMPLOYMENT OF CUSTODIAN. The Customer hereby employs the
Custodian as custodian of all assets of the Customer which are
delivered to and accepted by the Custodian or any Subcustodian (as
that term is defined in Section 4) (the "Property") pursuant to the
terms and conditions set forth herein. Without limitation, such
Property shall include stocks and other equity interests of every
type, evidences of indebtedness, other instruments representing same
or rights or obligations to receive, purchase, deliver or sell same
and other non-cash investment property of the Customer which is
acceptable for deposit ("Securities") and cash from any source and in
any currency ("Cash"). The Custodian shall not be responsible for any
property of the Customer held or received by the Customer or others
and not delivered to the Custodian or any Subcustodian.
2. MAINTENANCE OF SECURITIES AND CASH AT CUSTODIAN AND
SUBCUSTODIAN LOCATIONS. Pursuant to Instructions, the Customer shall
direct the Custodian to (a) settle Securities transactions and
maintain cash in the country or other jurisdiction in which the
principal trading market for such Securities is located, where such
Securities are to be presented for payment or where such Securities
are acquired and (b) maintain cash and cash equivalents in such
countries in amounts reasonably necessary to effect the Customer's
transactions in such Securities. Instructions to settle Securities
transactions in any country shall be deemed to authorize the holding
of such Securities and Cash in that country.
3. CUSTODY ACCOUNT. The Custodian agrees to establish and
maintain custody account or accounts on its books in the name of the
Customer (the "Account") for any and all Property from time to time
received and accepted by the Custodian or any Subcustodian for the
Account of the Customer. The Custodian shall have the right, in its
sole discretion, to refuse to accept any Property that is not in
proper form for deposit for any reason. The Customer acknowledges its
responsibility as a principal for all of its obligations to the
Custodian arising under or in connection with this Agreement, warrants
its authority to deposit in the Account any Property received therefor
by the Custodian or a Subcustodian and to give, and authorize others
to give, instructions relative thereto. The Custodian may deliver
securities of the same class in place of those deposited in the
Account.
The Custodian shall hold, keep safe and protect as custodian
for the Account, on behalf of the Customer, all Property in such
Account. All transactions, including, but not limited to, foreign
exchange transactions, involving the Property shall be executed or
settled solely in accordance with Instructions, except that until the
Custodian receives Instructions to the contrary, the Custodian will:
(a) collect all interest and dividends and all other
income and payments, whether paid in cash or in
kind, on the Property, as the same become payable
and credit the same to the Account;
(b) present for payment all Securities held in the
Account which are called, redeemed or retired or
otherwise become payable and all coupons and other
income items which call for payment upon
presentation to the extent that the Custodian or
Subcustodian is actually aware of such opportunities
and hold the cash received in the Account pursuant
to this Agreement;
(c) (i) exchange Securities where the exchange is purely ministerial
(including, without limitation, the exchange of temporary
securities for those in definitive form and the exchange of
warrants, or other documents of entitlement to securities, for
the Securities themselves) and (ii) when notification of a tender
or exchange offer (other than ministerial exchanges described in
(i) above is received for the Account, endeavor to receive
Instructions, provided that if such Instructions are not received
in time for the Custodian to take timely action, no action shall
be taken with respect thereto;
(d) whenever notification of a rights entitlement or a fractional
interest resulting from a rights issue, stock dividend or stock
split is received for the Account and such rights entitlement or
fractional interest bears an expiration date, if after
endeavoring to obtain Instructions such Instructions are not
received in time for the Custodian to take timely action or if
actual notice of such actions was received too late to seek
Instructions, sell in the discretion of the Custodian (which sale
the Customer hereby authorizes the Custodian to make) such rights
entitlement or fractional interest and credit the Account with
the net proceeds of such sale;
(e) execute in the Customer's name for the Account, whenever the
Custodian deems it appropriate, such ownership and other
certificates as may be required to obtain the payment of income
from the Property in the Account;
(f) pay for the Account, any and all taxes and levies in the nature
of taxes imposed on interest, dividends or other similar income
on the Property in the Account by any governmental authority. In
the event there is insufficient Cash available in the Account to
pay such taxes and levies, the Custodian shall notify the
Customer of the amount of the shortfall and the Customer, at its
option, may deposit additional Cash in the Account or take steps
to have sufficient Cash available. The Customer agrees, when and
if requested by the Custodian and required in connection with the
payment of any such taxes to cooperate with the Custodian in
furnishing information, executing documents or otherwise; and
(g) appoint brokers and agents for any of the ministerial
transactions involving the Securities described in (a) - (f),
including, without limitation, affiliates of the Custodian or any
Subcustodian.
4. SUBCUSTODIANS AND SECURITIES SYSTEMS. The Customer
authorizes and instructs the Custodian to hold the Property in the
Account in custody accounts which have been established by the
Custodian with (a) one of its U.S. branches or another U.S. bank or
trust company or branch thereof located in the U.S. which is itself
qualified under the Investment Company Act of 1940, as amended ("1940
Act"), to act as custodian (individually, a "U.S. Subcustodian"), or a
U.S. securities depository or clearing agent or system in which the
Custodian or a U.S. Subcustodian participates (individually, a "U.S.
Securities System") or (b) one of its non-U.S. branches or
majority-owned non-U.S. subsidiaries, a non-U.S. branch or
majority-owned subsidiary of a U.S. bank or a non-U.S. bank or trust
company, acting as custodian (individually, a "non- U.S.
Subcustodian"; U.S. Subcustodians and non-U.S. Subcustodians,
collectively, "Subcustodians"), or a non-U.S. depository or clearing
agency or system in which the Custodian or any Subcustodian
participates (individually, a "non-U.S. Securities System"; U.S.
Securities System and non-U.S. Securities System, collectively,
"Securities System"), PROVIDED that in each case in which a U.S.
Subcustodian or U.S. Securities System is employed, each such
Sub-Custodian or Securities System shall have been approved by
Instructions; PROVIDED FURTHER that in each case in which a non-U.S.
Subcustodian or non-U.S. Securities System is employed, (a) such
Subcustodian or Securities System either (i) a "qualified U.S. bank"
as defined by Rule 17f-5 under the 1940 Act ("Rule 17f-5") or (ii) an
"eligible foreign custodian" within the meaning of rule 17f-5 or such
Subcustodian or Securities System is the subject of an order granted
by the U.S. Securities and Exchange Commission ("SEC") exempting such
agent or the subcustody arrangements thereto from all or part of the
provisions of Rule 17f-5 and (b) the agreement between the Custodian
and such non-U.S. Subcustodian has been approved by Instructions; it
being understood that the Custodian shall have no liability or
responsibility for determining whether the approval by the Customer of
any Subcustodian or Securities System has been proper under the 1940
Act or any rule or regulations thereunder.
Upon receipt of Instructions, the Custodian agrees to cease
the employment of any Subcustodian or Securities System with respect
to the Customer, and if desirable and practicable, appoint a
replacement subcustodian or securities system in accordance with the
provisions of this Section. In addition, the Custodian may, at any
time in its discretion, upon written notification to the Customer,
terminate the employment of any Subcustodian or Securities System.
Upon request of the Customer, the Custodian shall deliver to
the Customer annually a certificate stating: (a) the identity of each
non-U.S. Subcustodian and non-U.S. Securities System then acting on
behalf of the Custodian and the name and address of the governmental
agency or other regulatory authority that supervises or regulates such
non-U.S. Subcustodian and non-U.S. Securities System; (b) the
countries in which each non-U.S. Subcustodian or non-U.S. Securities
System is located; and (c) so long as Rule 17f-5 requires the
Customer's Board of Trustees to directly approve its foreign custody
arrangements, such other information relating to such non-U.S.
Subcustodians and non-U.S. Securities Systems as may reasonably be
requested by the Customer to ensure compliance with Rule 17f-5. So
long as Rule 17f-5 requires the Customer's Board of Trustees to
directly approve its foreign custody arrangements, the Custodian also
shall furnish annually to the Customer information concerning such
non-U.S. Subcustodians and non-U.S. Securities Systems similar in kind
and scope as that furnished to the Customer in connection with the
initial approval of this Agreement. Custodian agrees to promptly
notify the Customer, if in the normal course of its custodian
activities, the Custodian has reason to believe that any non-U.S.
Subcustodian or non-U.S. Securities System has ceased to be a
qualified U.S. bank or an eligible foreign custodian each within the
meaning of Rule 17f-5 or has ceased to be subject to an exemptive
order from the SEC.
5. USE OF SUBCUSTODIAN. With respect to Property in the Account
which is maintained by the Custodian in the custody of a
Subcustodian employed pursuant to Section 4:
(a) The Custodian will identify on its books as belonging to the
Customer any Property held by such Subcustodian.
(b) Any Property in the Account held by a Subcustodian will be
subject only to the instructions of the Custodian or its agents.
(c) Property deposited with a Subcustodian will be maintained in an
account holding only assets for customers of the Custodian.
(d) Any agreement the Custodian shall enter into with a non-U.S.
Subcustodian with respect to the holding of Property shall
require that (i) the Account will be adequately indemnified or
its losses adequately insured; (ii) the Securities are not
subject to any right, charge, security interest, lien or claim of
any kind in favor of such Subcustodian or its creditors except a
claim for payment in accordance with such agreement for their
safe custody or administration and expenses related thereto,
(iii) beneficial ownership of such Securities be freely
transferable without the payment of money or value other than for
safe custody or administration and expenses related thereto, (iv)
adequate records will be maintained identifying the Property held
pursuant to such Agreement as belonging to the Custodian, on
behalf of its customers and (v) to the extent permitted by
applicable law, officers of or auditors employed by, or other
representatives of or designated by, the Custodian, including the
independent public accountants of or designated by, the Customer
be given access to the books and records of such Subcustodian
relating to its actions under its agreement pertaining to any
Property by it thereunder or confirmation of or pertinent
information contained in such books and records be furnished to
such persons designated by the Custodian.
6. USE OF SECURITIES SYSTEM. With respect to Property in the Account
which are maintained by the Custodian or any Subcustodian in the
custody of a Securities System employed pursuant to Section 4:
(a) The Custodian shall, and the Subcustodian will be
required by its agreement with the Custodian to,
identify on its books such Property as being held
for the account of the Custodian or Subcustodian for
its customers.
(b) Any Property held in a Securities System for the
account of the Custodian or a Subcustodian will be
subject only to the instructions of the Custodian or
such Subcustodian, as the case may be.
(c) Property deposited with a Securities System will be
maintained in an account holding only assets for
customers of the Custodian or Subcustodian, as the
case may be, unless precluded by applicable law,
rule, or regulation.
(d) The Custodian shall provide the Customer with any
report obtained by the Custodian on the Securities
System's accounting system, internal accounting
control and procedures for safeguarding securities
deposited in the Securities System.
7. AGENTS. The Custodian may at any time or times in its sole
discretion appoint (or remove) any other U. S. bank or trust
company which is itself qualified under the 1940 Act to act as
custodian, as its agent to carry out such of the provisions of
this Agreement as the Custodian may from time to time direct;
PROVIDED, however, that the appointment of any agent shall not
relieve the Custodian of its responsibilities or liabilities
hereunder.
8. RECORDS, OWNERSHIP OF PROPERTY, STATEMENTS, OPINIONS OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
(a) The ownership of the Property whether Securities, Cash
and/or other property, and whether held by the Custodian or a
Subcustodian or in a Securities System as authorized herein, shall be
clearly recorded on the Custodian's books as belonging to the Account
and not for the Custodian's own interest. The Custodian shall keep
accurate and detailed accounts of all investments, receipts,
disbursements and other transactions for the Account. All accounts,
books and records of the Custodian relating thereto shall be open to
inspection and audit at all reasonable times during normal business
hours by any person designated by the Customer. All such accounts
shall be maintained and preserved in the form reasonably requested by
the Customer. The Custodian will supply to the Customer from time to
time, as mutually agreed upon, a statement in respect to any Property
in the Account held by the Custodian or by a Subcustodian. In the
absence of the filing in writing with the Custodian by the Customer of
exceptions or objections to any such statement within sixty (60) days
of the mailing thereof, the Customer shall be deemed to have approved
such statement within sixty (60) days of the mailing thereof, the
Customer shall be deemed to have approved such statement and in such
case or upon written approval of the Customer of any such statement,
such statement shall be presumed to be for all purposes correct with
respect to all information set forth therein.
(b) The Custodian shall take all reasonable action as the
Customer may request to obtain from year to year favorable opinions
from the Customer's independent certified public accountants with
respect to the Custodian's activities hereunder in connection with the
preparation of the Customer's Form N-1A and the Customer's Form N-SAR
or other periodic reports to the SEC and with respect to any other
requirements of the SEC.
(c) At the request of the Customer, the Custodian shall
deliver to the Customer a written report prepared by the Custodian's
independent certified public accountants with respect to the services
provided by the Custodian under this Agreement, including, without
limitation, the Custodian's accounting system, internal accounting
control and procedures for safeguarding Cash and Securities, including
Cash and Securities deposited and/or maintained in a securities system
or with a Subcustodian. Such report shall be of sufficient scope and
in sufficient detail as may reasonably be required by the Customer and
as may reasonably be obtained by the Custodian.
(d) The Customer may elect to participate in any of the
electronic on-line service and communications systems offered by the
Custodian which can provide the Customer, on a daily basis, with the
ability to view on-line or to print on hard copy various reports of
Account activity and of Securities and/or Cash being held in the
Account. To the extent that such service shall include market values
in Securities in the Account, the Customer hereby acknowledges that
the Custodian now obtains and may in the future obtain information on
such values from outside sources that the Custodian considers to be
reliable and the Customer agrees that the Custodian (i) does not
verify or represent or warrant either the reliability of such service
nor the accuracy or completeness of any such information furnished or
obtained by or through such service and (ii) shall be without
liability in selecting and utilizing such service or furnishing any
information derived therefrom.
9. HOLDING OF SECURITIES, NOMINEES, ETC. Securities in the
Account which are held by the Custodian or any Subcustodian may be
held by such entity in the name of the Customer in the Custodian's or
Subcustodian's name, in the name of the Custodian's or Subcustodian's
nominee, or in bearer form. Securities that are held by a Subcustodian
or which are eligible for deposit in a Securities System as provided
above may be maintained in the Subcustodian or the Securities System
in an account for the Customer's or Subcustodian's customers, unless
prohibited by law, rule, or regulation. The Custodian or Subcustodian,
as the case may be, may combine certificates representing Securities
held in the Account with certificates of the same issue held by it as
fiduciary or as a custodian. In the event that any Securities in the
name of the Custodian or its nominee or held by a Subcustodian and
registered in the name of such Subcustodian or its nominee are called
for partial redemption by the issuer of such Security, the Custodian
may, subject to the rules or regulations pertaining to allocation of
any Securities System in which such Securities have been deposited,
allot, or cause to be allotted, the called portion of the respective
beneficial holders of such class of security in any manner the
Custodian deems to be fair and equitable.
10. PROXIES, ETC. With respect to any proxies, notices,
reports or other communications relative to any of the Securities in
the Account, the Custodian shall perform such services and only such
services relative thereto as are (i) set forth in Section 3 of this
Agreement, (ii) described in Exhibit A attached hereto (as such
service therein described may be in effect from time to time) (the
"Proxy Service") and (iii) as may otherwise be agreed upon between the
Custodian and the Customer. The liability and responsibility of the
Custodian in connection with the Proxy Service referred to in (ii) of
the immediately preceding sentence and in connection with any
additional services which the Custodian and the Customer may agree
upon as provided in (iii) of the immediately preceding sentence shall
be as set forth in the description of the Proxy Service and as may be
agreed upon by the Custodian and the Customer in connection with the
furnishing of any such additional service and shall not be affected by
any other term of this Agreement. Neither the Custodian nor its
nominees or agents shall vote upon or in respect of any of the
Securities in the Account, execute any form of proxy to vote thereon,
or give any consent or take any action (except as provided in Section
3) with respect thereto except upon the receipt of Instructions
relative thereto.
11. SEGREGATED ACCOUNT. To assist the Customer in complying with the
requirements of the 1940 Act and the rules and regulations
thereunder, the Custodian shall, upon receipt of Instructions,
establish and maintain a segregated account or accounts on its
books for and on behalf of the Customer.
12. SETTLEMENT PROCEDURES. Securities will be transferred,
exchanged or delivered by the Custodian or a Subcustodian upon receipt
by the Custodian of Instructions which include all information
required by the Custodian. Settlement and payment for Securities
received for the Account and delivery of Securities out of the Account
may be effected in accordance with the customary or established
securities trading or securities processing practices and procedures
in the jurisdiction or market in which the transaction occurs,
including, without limitation, delivering Securities to the purchaser
thereof or to a dealer therefor (or an agent for such purchaser or
dealer) against a receipt with the expectation of receiving later
payment for such Securities from such purchaser or dealer, as such
practices and procedures may be modified or supplemented in accordance
with the standard operating procedures of the Custodian in effect from
time to time for that jurisdiction or market. Provided that the
Custodian effects transactions in accordance with the customary or
established securities trading or securities processing practice or
procedures in the applicable jurisdiction or market, it shall not be
responsible for any loss arising therefrom. Subject to the exercise of
reasonable care, the Custodian may elect to effect transactions
otherwise in a jurisdiction or market.
Notwithstanding that the Custodian may settle purchases and
sales against, or credit income to, the Account, on a contractual
basis, as outlined in the Investment Manager User Guide provided to
the Customer by the Custodian, the Custodian may, at its sole option,
reverse such credits or debits to the Account in the event that the
transaction does not settle, or the income is not received in a timely
manner, and the Customer agrees to hold the Custodian harmless from
any losses which may result therefrom.
Except as otherwise may be agreed upon by the parties hereto,
the Custodian shall not be required to comply with Instructions to
settle the purchase of any Securities for the Account unless there is
sufficient Cash in the Account at the time or to settle the sale of
any Securities in the Account unless such Securities are in
deliverable form. Notwithstanding the foregoing, if the purchase price
of such securities exceeds the amount of Cash in the Account at the
time of settlement of such purchase, the Custodian may, in its sole
discretion, but in no way shall have any obligation to, permit an
overdraft in the Account in the amount of the difference solely for
the purpose of facilitating the settlement of such purchase of
securities for prompt delivery to the Account. The Customer agrees to
immediately repay the amount of any such overdraft in the ordinary
course of business and further agrees to indemnify and hold the
Custodian harmless from and against any and all losses, costs,
including, without limitation the cost of funds, and expenses incurred
in connection with such overdraft. The Customer agrees that it will
not use the Account to facilitate the purchase of securities without
sufficient funds in the Account (which funds shall not include the
proceeds of the sale of the purchased securities).
13. PERMITTED TRANSACTIONS. The Customer agrees that it will cause
transactions to be made pursuant to this Agreement only upon
Instructions in accordance Section 14 and only for the purposes
listed below.
(a) In connection with the purchase or sale of Securities at prices
as confirmed by Instructions.
(b) When Securities are called, redeemed or retired, or otherwise
become payable.
(c) In exchange for or upon conversion into other securities alone or
other securities and cash pursuant to any plan or merger,
consolidation, reorganization, recapitalization or readjustment.
(d) Upon conversion of Securities pursuant to their terms into other
securities.
(e) Upon exercise of subscription, purchase or other similar rights
represented by Securities.
(f) For the payment of interest, taxes, management or supervisory
fees, distributions or operating expenses.
(g) In connection with any borrowings by the Customer requiring a
pledge of Securities, but only against receipt of amounts
borrowed.
(h) In connection with any loans, but only against receipt of
collateral as specified in Instructions which shall reflect any
restrictions applicable to the Customer.
(i) For the purpose of redeeming shares of the capital stock of the
Customer against delivery of the shares to be redeemed to the
Custodian, a Subcustodian or the Customer's transfer agent.
(j) For the purpose of redeeming in kind shares of the
Customer against delivery of the shares to be redeemed to the
Custodian, a Subcustodian or the Customer's transfer agent.
(k) For delivery in accordance with the provisions of any
agreement among the Customer, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934 and a member of
the National Association of Securities Dealers, Inc., relating to
compliance with the rules of The Options Clearing Corporation, the
Commodities Futures Trading Commission and of any registered national
securities exchange, or of any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions
by the Customer.
(l) For release of Securities to designated brokers under
covered call options, provided, however, that such Securities shall be
released only upon payment to the Custodian of monies for the premium
due and a receipt for the Securities which are to be held in escrow.
Upon exercise of the option, or at expiration, the Custodian will
receive the Securities previously deposited from broker. The Custodian
will act strictly in accordance with Instructions in the delivery of
Securities to be held in escrow and will have no responsibility or
liability for any such Securities which are not returned promptly when
due other than to make proper request for such return.
(m) For spot or forward foreign exchange transactions to
facilitate security trading or receipt of income from Securities
related transactions.
(n) Upon the termination of this Agreement as set forth in Section
20.
(o) For other proper purposes.
The Customer agrees that the Custodian shall have no
obligation to verify the purpose for which a transaction is being
effected.
14. INSTRUCTIONS. The term "Instructions" means instructions
from the Customer in respect of any of the Custodian's duties
hereunder which have been received by the Custodian at its address set
forth in Section 21 below (i) in writing (including, without
limitation, facsimile transmission) or by tested telex signed or given
by such one or more person or persons as the Customer shall have from
time to time authorized in writing to give the particular class of
Instructions in question and whose name and (if applicable) signature
and office address have been filed with the Custodian, or (ii) which
have been transmitted electronically through an electronic on-line
service and communications system offered by the Custodian or other
electronic instruction system acceptable to the Custodian, or (iii) a
telephonic or oral communication by one or more persons as the
Customer shall have from time to time authorized to give the
particular class of Instructions in question and whose name has been
filed with the Custodian; or (iv) upon receipt of such other form of
instructions as the Customer may from time to time authorize in
writing and which the Custodian has agreed in writing to accept.
Instructions in the form of oral communications shall be confirmed by
the Customer by tested telex or writing in the manner set forth in
clause (i) above, but the lack of such confirmation shall in no way
affect any action taken by the Custodian in reasonable reliance upon
such oral instructions prior to the Custodian's receipt of such
confirmation. Instructions may relate to specific transactions or to
types or classes of transactions, and may be in the form of standing
instructions.
The Custodian shall have the right to assume in the absence
of notice to the contrary from the Customer that any person whose name
is on file with the Custodian pursuant to this Section has been
authorized by the Customer to give the Instructions in question and
that such authorization has not been revoked. The Custodian may act
upon and conclusively rely on, without any liability to the Customer
or any other person or entity for any losses resulting therefrom, any
Instructions reasonably believed by it to be furnished by the proper
person or persons as provided above.
15. STANDARD OF CARE. The Custodian shall be responsible for
the performance of only such duties as are set forth herein or
contained in Instructions given to the Custodian which are not
contrary to the provisions of this Agreement. The Custodian will use
reasonable care with respect to the safekeeping of Property in the
Account and, except as otherwise expressly provided herein, in
carrying out its obligations under this Agreement. So long as and to
the extent that it has exercised reasonable care, the Custodian shall
not be responsible for the title, validity or genuineness of any
Property or other property or evidence of title thereto received by it
or delivered by it pursuant to this Agreement and shall be held
harmless in acting upon, and may conclusively rely on, without
liability for any loss resulting therefrom, any notice, request,
consent, certificate or other instrument reasonably believed by it to
be genuine and to be signed or furnished by the proper party or
parties, including, without limitation, Instructions, and shall be
indemnified by the Customer for any losses, damages, costs and
expenses (including, without limitation, the fees and expenses of
counsel) incurred by the Custodian and arising out of actionstaken or
omitted with reasonable care by the Custodian hereunder or under any
Instructions. The Custodian shall be liable to the Customer for any
act or omission to act of any Subcustodian to the same extent as if
the Custodian committed such act itself. Where, under applicable law,
regulation, or practice (in order to facilitate the settlement of
transactions related thereto), or where the Customer otherwise elects,
Securities are held in a Securities System in a particular market, the
Custodian shall only be responsible or liable for losses arising from
employment of such Securities System caused by the Custodian's own
failure to exercise reasonable care. Where the Custodian otherwise
elects to employ a Securities System for holding Securities in a
particular market, the Custodian shall be liable to the Customer for
any act or omission of any Securities System to the same extent as if
the Custodian committed such act itself. In the event of any loss to
the Customer by reason of the failure of the Custodian or a
Subcustodian to utilize reasonable care, the Custodian shall be liable
to the Customer to the extent of the Customer's actual damages at the
time such loss was discovered without reference to any special
conditions or circumstances. In no event shall the Custodian be liable
for any consequential or special damages. The Custodian shall be
entitled to rely, and may act, on advice of counsel (who may be
counsel for the Customer) on all matters and shall be without
liability for any action reasonably taken or omitted pursuant to such
advice.
In the event the Customer subscribes to an electronic on-line
service and communications system offered by the Custodian, the
Customer shall be fully responsible for the security of the Customer's
connecting terminal, access thereto and the proper and authorized use
thereof and the initiation and application of continuing effective
safeguards with respect thereto and agree to defend and indemnify the
Custodian and hold the Custodian harmless from and against any and all
losses, damages, costs and expenses (including the fees and expenses
of counsel) incurred by the Custodian as a result of any improper or
unauthorized use of such terminal by the Customer or by any others.
All collections of funds or other property paid or
distributed in respect of Securities in the Account including funds
involved in third-party foreign exchange transactions, shall be made
at the risk of the Customer.
Subject to the exercise of reasonable care, the Custodian
shall have no liability for any loss occasioned by delay in the actual
receipt of notice by the Custodian or by a Subcustodian of any
payment, redemption or other transaction regarding Securities in the
Account in respect of which the Custodian has agreed to take action as
provided in Section 3 hereof. The Custodian shall not be liable for
any loss resulting from, or caused by, or resulting from acts of
governmental authorities (whether de jure or de facto), including,
without limitation, nationalization, expropriation, and the imposition
of currency restrictions; devaluations of or fluctuations in the value
of currencies; changes in laws and regulations applicable to the
banking or securities industry; market conditions that prevent the
orderly execution of securities transactions or affect the value of
Property; acts of war, terrorism, insurrection or revolution; strikes
or work stoppages; the inability of a local clearing and settlement
system to settle transactions for reasons beyond the control of the
Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear
fusion, fission or radioactivity, or other acts of God.
The Custodian shall have no liability in respect of any loss,
damage or expense suffered by the Customer, insofar as such loss,
damage or expense arises from the performance of the Custodian's
duties hereunder by reason of the Custodian's reliance upon records
that were maintained for the Customer by entities other than the
Custodian prior to the Custodian's employment under this Agreement.
The provisions of this Section shall survive termination of
this Agreement.
16. INVESTMENT LIMITATIONS AND LEGAL OR CONTRACTUAL
RESTRICTIONS OR REGULATIONS. The Custodian shall not be liable to the
Customer and the Customer agrees to indemnify the Custodian and its
nominees, for any loss, damage or expense suffered or incurred by the
Custodian or its nominees arising out of any violation of any
investment restriction or other restriction or limitation applicable
to the Customer pursuant to any contract or any law or regulation. The
provisions of this Section shall survive termination of this
Agreement.
17. FEES AND EXPENSES. The Customer agrees to pay to the
Custodian such compensation for its services pursuant to this
Agreement as may be mutually agreed upon in writing from time to time
and the Custodian's reasonable out-of-pocket or incidental expenses in
connection with the performance of this Agreement, including (but
without limitation) legal fees as described herein and/or deemed
necessary in the judgment of the Custodian to keep safe or protect the
Property in the Account. The initial fee schedule is attached hereto
as Exhibit B. The Customer hereby agrees to hold the Custodian
harmless from any liability or loss resulting from any taxes or other
governmental charges, and any expense related thereto, which may be
imposed, or assessed with respect to any Property in the Account and
also agrees to hold the Custodian, its Subcustodians, and their
respective nominees harmless from any liability as a record holder of
Property in the Account. The Custodian is authorized to charge the
Account for such items and the Custodian shall have a lien on the
Property in the Account for any amount payable to the Custodian under
this Agreement, including but not limited to amounts payable pursuant
to the last paragraph of Section 12 and pursuant to indemnities
granted by the Customer under this Agreement. The provisions of this
Section shall survive the termination of this Agreement.
18. TAX RECLAIMS. With respect to withholding taxes deducted
and which may be deducted from any income received from any Property
in the Account, the Custodian shall perform such services with respect
thereto as are described in Exhibit C attached hereto and shall in
connection therewith be subject to the standard of care set forth in
such Exhibit C. Such standard of care shall not be affected by any
other term of this Agreement.
19. AMENDMENT, MODIFICATIONS, ETC. No provision of this
Agreement may be amended, modified or waived except in a writing
signed by the parties hereto. No waiver of any provision hereto shall
be deemed a continuing waiver unless it is so designated. No failure
or delay on the part of either party in exercising any power or right
under this Agreement operates as a waiver, nor does any single or
partial exercise of any power or right preclude any other or further
exercise thereof or the exercise of any other power or right.
20. TERMINATION. This Agreement may be terminated by the
Customer or the Custodian by ninety (90) days' written notice to the
other; PROVIDED that notice by the Customer shall specify the names of
the persons to whom the Customer shall deliver the Securities in the
Account and to whom the Cash in the Account shall be paid. If notice
of termination is given by the Custodian, the Customer shall, within
ninety (90) days following the giving of such notice, deliver to the
Custodian a written notice specifying the names of the persons to whom
the Custodian shall deliver the Securities in the Account and to whom
the Cash in the Account shall be paid. In either case, the Custodian
shall deliver such Securities and Cash to the persons so specified,
after deducting therefrom any amounts which the Custodian determines
to be owed to it under Sections 12, 17, and 22. In addition, the
Custodian may in its discretion withhold from such delivery such Cash
and Securities as may be necessary to settle transactions pending at
the time of such delivery. The Customer grants to the Custodian a lien
and right of setoff against the Account and all Property held therein
from time to time in the full amount of the foregoing obligations. If
within ninety (90) days following the giving of a notice of
termination by the Custodian, the Custodian does not receive from the
Customer a written notice specifying the names of the persons to whom
the Custodian shall deliver the Securities in the Account and to whom
the Cash in the Account shall be paid, the Custodian, at its election,
may deliver such Securities and pay such Cash to a bank or trust
company doing business in the State of New York to be held and
disposed of pursuant to the provisions of this Agreement, or may
continue to hold such Securities and Cash until a written notice as
aforesaid is delivered to the Custodian, provided that the Custodian's
obligations shall be limited to safekeeping.
21. NOTICES. Except as otherwise provided in this Agreement,
all requests, demands or other communications between the parties or
notices in connection herewith (a) shall be in writing, hand delivered
to sent by telex, cable, facsimile or other means of electronic
communication agreed upon by the parties hereto addressed, if to the
Customer, to:
Asset Management Portfolio
Signature Financial
6 St. James Avenue
Boston, MA 02116
Attention: Thomas M. Lenz
Phone: (617) 423-0800
Fax: (617) 542-5815
with a copy to:
Bankers Trust Company
4 Albany Street, 2nd Floor
New York, NY 10006
Attention: William O'Dell
Phone: (212) 250-2838
Fax: (212) 250-4462
if to the Custodian, to:
Bankers Trust Company
16 Wall Street, 4th Floor
New York, NY 10005
Attention: Vince Fiordimondo
Phone: (212) 618-3602
Fax: (212) 618-3823
or in either case to such other address as shall have been furnished
to the receiving party pursuant to the provisions hereof and (b) shall
be deemed effective when received, or, in the case of a telex, when
sent to the proper number and acknowledged by a proper answerback.
22. SECURITY FOR PAYMENT. To secure payment of all
obligations due hereunder, the Customer hereby grants to Custodian a
continuing security interest in and right of setoff against the
Account and all Property held therein from time to time in the full
amount of such obligations. Should the Customer fail to pay promptly
any amounts owed hereunder, Custodian shall be entitled to use
available Cash in the Account and to dispose of Securities in the
Account as is necessary. In any such case and without limiting the
foregoing, Custodian shall be entitled to take such other action(s) or
exercise such other options, powers and rights as Custodian now or
hereafter has a secured creditor under the New York Uniform Commercial
Code or any other applicable law.
23. REPRESENTATIONS AND WARRANTIES.
(a) The Customer hereby represents and warrants to the Custodian that:
(i) the employment of the Custodian and the terms of this Agreement
do not violate any obligation by which the Customer is bound,
whether arising by contract, operation of law or otherwise;
(ii) this Agreement has been duly authorized by
appropriate action and when executed and delivered will be binding
upon the Customer in accordance with its terms; and
(iii) the Customer will deliver to the Custodian
such evidence of such authorization as the Custodian may reasonably
require, whether by way of a certified resolution or otherwise.
(b) The Custodian hereby represents and warrants to the Customer that:
(i) its employment as Custodian and the terms of this Agreement do
not violate any obligation by which the Custodian is bound,
whether arising by contract, operation of law or otherwise;
(ii) this Agreement has been duly authorized by
appropriate action and when executed and delivered will be binding
upon the Custodian in accordance with its terms;
(iii) the Custodian will deliver to the Customer
such evidence of such authorization as the Customer may reasonably
require, whether by way of a certified resolution or otherwise; and
(iv) Custodian is qualified as a custodian under
Section 26(a) of the 1940 Act and warrants that it will remain so
qualified or upon ceasing to be so qualified shall promptly notify the
Customer in writing.
24. GOVERNING LAW AND SUCCESSORS AND ASSIGNS. This Agreement shall be
governed by the law of the State of New York and shall not be
assignable by either party, but shall bind the successors in
interest of the Customer and the Custodian.
25. PUBLICITY. Customer shall furnish to Custodian at its
office referred to in Section 21 above, prior to any distribution
thereof, copies of any material prepared for distribution to any
persons who are not parties hereto that refer in any way to the
Custodian, provided that the Customer may refer in its prospectus and
other documents to the Custodian in the manner set forth in Exhibit D
attached to this contract. Customer shall not distribute or permit the
distribution of such materials if Custodian reasonably objects in
writing within ten (10) business days of receipt thereof (or such
other time as may be mutually agreed) after receipt thereof. The
provisions of this Section shall survive the termination of this
Agreement.
26. REPRESENTATIVE CAPACITY AND BINDING OBLIGATION. Notice is
hereby given that this Agreement is not executed on behalf of the
Trustees of the Customer as individuals, and the obligations of this
Agreement are not binding upon any of the Trustees, officers or
shareholders of the Customer individually but are biding only upon the
assets and property of the Customer.
The Custodian agrees that no shareholder, trustee or officer
of the Customer may be held personally liable or responsible for any
obligations of the Customer arising out of this Agreement.
27. AFFILIATION BETWEEN CUSTODIAN AND ADVISER AND CUSTOMER.
It is understood that the trustees, officers, employees, agents and
shareholders of the Customer, and the officers, directors, employees,
agents and shareholders of the Customer's Investment Adviser, Bankers
Trust Company ("Adviser"), are or may be interested in Custodian as
directors, officers, employees, agents, stockholders, or otherwise,
and that the directors, officers, employees, agents or stockholders of
Custodian may be interested in the Customer as trustees, officers,
employees, agents, shareholders, or otherwise, or in Adviser as
officers, directors, employees, agents, shareholders or otherwise.
(i) No trustee, officer, employee or agent of the Customer,
and no officer, director, employee or agent of the Adviser
acting pursuant to any provision of the Investment Advisory
Agreement (the "Advisory Agreement") between the Customer and
Adviser, shall have physical access to the assets of the
Customer held by Custodian or be authorized or permitted to
withdraw any investments of the Customer, nor shall Custodian
deliver any assets of the Customer to any such person. No
officer, director, employee or agent of Custodian who holds
any similar position with the Customer or who performs duties
under the Advisory Agreement shall have access to the assets
of the Trust.
(ii) Subject to Section 14 hereof, nothing in this Section 27
shall prohibit any officer, employee or agent of the
Customer, or any officer, employee or agent of the Adviser,
from giving Instructions to Custodian as long as no such
Instruction results in delivery or of access to assets of the
Customer prohibited by subclause (i) of this Section 27.
28. SUBMISSION TO JURISDICTION. Any suit, action or
proceeding arising out of this Agreement may be instituted in any
State or Federal court sitting in the City of New York, State of New
York, United States of America, and the Customer irrevocably submits
to the non-exclusive jurisdiction of any such court in any such suit,
action or proceeding and waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of
venue of any such suit, action or proceeding brought in such a court
and any claim that such suit, action or proceeding was brought in an
inconvenient forum.
29. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original. This
Agreement shall become effective when one or more counterparts
have been signed and delivered by each of the parties hereto.
30. CONFIDENTIALITY. The parties hereto agree that each shall treat
confidentially the terms and conditions of this Agreement and all
information provided by each party to the other regarding its
business and operations. All confidential information provided by
a party hereto shall be used by any other party hereto solely for
the purpose of rendering services pursuant to this Agreement and,
except as may be required in carrying out this Agreement, shall
not be disclosed to any third party without the prior consent of
such providing party. The foregoing shall not be applicable to
any information that is publicly available when provided or
thereafter becomes publicly available other than through a breach
of this Agreement, or that is required or requested to be
disclosed by any bank or other regulatory examiner of the
Custodian, Customer, or any Subcustodian, any auditor of the
parties hereto, by judicial or administrative process or
otherwise by applicable law or regulation.
31. SEVERABILITY. If any provision of this Agreement is determined to
be invalid or unenforceable, such determination shall not affect
the validity or enforceability of any other provision
of this Agreement.
32. HEADINGS. The heading of the paragraphs hereof are included for
convenience of reference only and do not form a part of this
Agreement.
ASSET MANAGEMENT PORTFOLIO
By: /S/ THOMAS M. LENZ
Name: Thomas M. Lenz
Title: Secretary
BANKERS TRUST COMPANY
By: /S/ JOHN P. ZORI
Name: John P. Zori
Title: Vice President
<PAGE>
EXHIBIT A
To Custodian Agreement dated as of July 1, 1996 between Bankers
Trust Company and ASSET
MANAGEMENT PORTFOLIO
PROXY SERVICE
The following is a description of the Proxy Service referred
to in Section 10 of the above referred to Custodian Agreement. Terms
used herein as defined terms shall have the meanings ascribed to them
therein unless otherwise defined below.
The Custodian provides a service, described below, for the
transmission of corporate communications in connection with
shareholder meetings relating to Securities held in Argentina,
Australia, Austria, Canada, Denmark, Finland, France, Germany, Greece,
Hong Kong, Indonesia, Ireland, Italy, Japan, Korea, Malaysia, Mexico,
Netherlands, New Zealand, Pakistan, Poland, Singapore, South Africa,
Spain, Sri Lanka, Sweden, United Kingdom, United States, and
Venezuela. For the United States and Canada, the term "corporate
communications" means the proxy statements or meeting agenda, proxy
cards, annual reports and any other meeting materials received by the
Custodian. For countries other than the United States and Canada, the
term "corporate communications" means the meeting agenda only and does
not include any meeting circulars, proxy statements or any other
corporate communications furnished by the issuer in connection with
such meeting. Non-meeting related corporate communications are not
included in the transmission service to be provided by the Custodian
except upon request as provided below.
The Custodian's process for transmitting and translating
meeting agendas will be as follows:
1) If the meeting agenda is not provided by the issuer
in the English language, and if the language of such
agenda is in the official language of the country in
which the related security is held, the Custodian
will as soon as practicable after receipt of the
original meeting agenda by a Subcustodian provide an
English translation prepared by that Subcustodian.
2) If an English translation of the meeting agenda is furnished,
the local language agenda will not be furnished unless
requested.
Translations will be free translations and neither the
Custodian nor any Subcustodian will be liable or held responsible for
the accuracy thereof or any direct or indirect consequences arising
therefrom, including without limitation arising out of any action
taken or omitted to be taken based thereon.
If requested, the Custodian will, on a reasonable efforts
basis, endeavor to obtain any additional corporate communication such
as annual or interim reports, proxy statements, meeting circulars, or
local language agenda, and provide them in the form obtained.
Timing in the voting process is important and, in that
regard, upon receipt by the Custodian of notice from a Subcustodian,
the Custodian will provide a notice to the Customer indicating the
deadline for receipt of its instructions to enable the voting process
to take place effectively and efficiently. As voting procedures will
vary from market to market, attention to any required procedures will
be very important. Upon timely receipt of voting instructions, the
Custodian will promptly forward such instructions to the applicable
Subcustodian. If voting instructions are not timely received, the
Custodian shall have no liability or obligation to take any action.
For Securities held in markets other than those set forth in
the first paragraph, the Custodian will not furnish the material
described above or seek voting instructions. However, if requested to
exercise voting rights at a specific meeting, the Custodian will
endeavor to do so on a reasonable efforts basis without any assurance
that such rights will be so exercised at such meeting.
If the Custodian or any Subcustodian incurs extraordinary
expenses in exercising voting rights related to any Securities
pursuant to appropriate instructions or directions (e.g., by way of
illustration only and not by way of limitation, physical presence is
required at a meeting and/or travel expenses are incurred), such
expenses will be reimbursed out of the Account unless other
arrangements have been made for such reimbursement.
It is the intent of the Custodian to expand the Proxy Service
to include jurisdictions which are not currently included as set forth
in the second paragraph hereof. The Custodian will notify the Customer
as to the inclusion of additional countries or deletion of existing
countries after their inclusion or deletion and this Exhibit A will be
deemed to be automatically amended to include or delete such countries
as the case may be.
Dated as of: July 1, 1996 ASSET MANAGEMENT PORTFOLIO
By: /S/ THOMAS M. LENZ
Name: Thomas M. Lenz
Title: Secretary
BANKERS TRUST COMPANY
By: /S/ JOHN P. ZORI
Name: John P. Zori
Title: Vice President
<PAGE>
EXHIBIT B
To Custodian Agreement dated as of July 1, 1996 between
Bankers Trust Company and ASSET MANAGEMENT PORTFOLIO.
CUSTODY FEE SCHEDULE
This Exhibit B shall be amended upon delivery by the Custodian of a
new Exhibit B to the Customer and acceptance thereof by the Customer
and shall be effective as of the date of acceptance by the Customer or
a date agreed upon between the Custodian and the Customer.
<PAGE>
EXHIBIT C
To Custodian Agreement dated as of July 1, 1996 between
Bankers Trust Company and ASSET MANAGEMENT PORTFOLIO.
TAX RECLAIMS
Pursuant to Section 18 of the above referred to Custodian
Agreement, the Custodian shall perform the following services with
respect to withholding taxes imposed or which may be imposed on income
from Property in the Account. Terms used herein as defined terms shall
unless otherwise defined have the meanings ascribed to them in the
above referred to Custodian Agreement.
When withholding tax has been deducted with respect to income
from any Property in an Account, the Customer will actively pursue on
a reasonable efforts basis the reclaim process, PROVIDED THAT the
Custodian shall not be required to institute any legal or
administrative proceeding against any Subcustodian or other person.
The Custodian will provide fully detailed advices/vouchers to support
reclaims submitted to the local authorities by the Custodian or its
designee. In all cases of withholding, the Custodian will provide full
details to the Customer. If exemption from withholding at the source
can be obtained in the future, the Custodian will notify the Customer
and advise what documentation, if any, is required to obtain the
exemption. Upon receipt of such documentation from the Customer, the
Custodian will file for exemption on the Customer's behalf and notify
the Customer when it has been obtained.
In connection with providing the foregoing service, the
Custodian shall be entitled to apply categorical treatment of the
Customer according to the Customer's nationality, the particulars of
its organization and other relevant details that shall be supplied by
the Customer. It shall be the duty of the Customer to inform the
Customer of any change in the organization, domicile or other relevant
fact concerning tax treatment of the Customer and further to inform
the Custodian if the customer is or becomes the beneficiary of any
special ruling or treatment not applicable to the general nationality
and category or entity of which the Customer is a part under general
laws and treaty provisions. The Custodian may rely on any such
information provided by the Customer.
In connection with providing the foregoing service, the
Custodian may also rely on professional tax services published by a
major international accounting firm and/or advice received from a
Subcustodian in the jurisdictions in question. In addition, the
Custodian may seek the advice of counsel or other professional tax
advisers in such jurisdictions. The Custodian is entitled to rely, and
may act, on information set forth in such services and on advice
received from a Subcustodian, counsel or other professional tax
advisers and shall be without liability to the Customer for any action
reasonably taken or omitted pursuant to information contained in such
services or such advice.
<PAGE>
Dated as of: July 1, 1996 ASSET MANAGEMENT PORTFOLIO
By: /S/ THOMAS M. LENZ
Name: Thomas M. Lenz
Title: Secretary
BANKERS TRUST COMPANY
By: /S/ JOHN P. ZORI
Name: John P. Zori
Title: Vice President
<PAGE>
EXHIBIT D
To Custodian Agreement dated as of July 1, 1996 between
Bankers Trust Company and ASSET MANAGEMENT PORTFOLIO.
APPROVED REFERENCE TO CUSTODIAN
"Bankers Trust acts as Custodian of the assets of the Trust and the PortfolioO"
Exhibit 9(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
September 30, 1996
Edgewood Services, Inc.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
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 (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 Edgewood Services, Inc., a New York corporation ("ESI"), shall be
the exclusive placement agent (the "Exclusive Placement Agent") of
beneficial interests ("Trust Interests") of each series of the Trusts.
1. SERVICES AS EXCLUSIVE PLACEMENT AGENT.
1.1 ESI will act as Exclusive Placement Agent of the
Trust Interests. In acting as Exclusive Placement Agent under this
Exclusive Placement Agent Agreement, neither ESI 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 ESI and its agents and
employees as Exclusive Placement Agent of Trust Interests shall comply
with all applicable laws, rules and regulations, 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.
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 ESI may reasonably
request. The Trusts shall also furnish ESI upon request with: (a)
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
ESI may reasonably request.
1.5 Each Trust represents to ESI 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 ESI
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 ESI to do so, ESI may, at its option, terminate this
Agreement. The Trusts shall not file any amendment to any registration
statement without giving ESI 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
ESI, its several officers and directors, and any person who controls
ESI 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, 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 any
registration statement, private placement memorandum or other offering
material ("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 ESI 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 stated in such answers or
necessary to make the answers not misleading; and further provided
that each Trust's agreement to indemnify ESI 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 ESI, 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 ESI, 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 ESI 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 ESI
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 ESI
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 ESI 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 of a material fact
contained in information furnished in writing by ESI 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 ESI
to a Trust required to be stated in such answers or necessary to make
such information not misleading. ESI shall be notified of any action
brought against a Covered Person, such notification to be given by
letter or telegram addressed to ESI 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 ESI of any such action shall not relieve ESI (i) from any
liability except to the extent a Trust shall have been prejudiced by
such failure, or (ii) from any liability that ESI 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 ESI's indemnity agreement
contained in this paragraph. ESI 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 ESI and approved by the Trust, which
approval shall not be unreasonably withheld. In the event that ESI
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 ESI does not elect to assume the
defense of any such suit, or in case a Trust reasonably does not
approve of counsel chosen by ESI, ESI 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. ESI's
indemnification agreement contained in this paragraph and ESI'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. ESI agrees
to notify each Trust promptly of the commencement of any litigation or
proceedings against ESI 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
ESI 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 ESI
promptly of the suspension of its registration statement or any
necessary amendments thereto, such notification to be given by letter
or telegram addressed to ESI at Federated Investors Tower, 1001
Liberty Avenue, Pittsburgh, PA 15222-3779, Attention: Secretary.
1.9 Each Trust agree to advise ESI as soon as
reasonably practical by a notice in writing delivered to ESI or its
counsel:
(a) of any request by the Commission for amendments to
the registration statement then in effect or for additional information;
(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 ESI 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 ESI 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 ESI's duties as Exclusive
Placement Agent, the Trusts understand that ESI 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
ESI's various offices; creation of a 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.
ESI may also provide other investor services, such
as communicating with Trust investors and other functions in
administering customer accounts for Trust investors.
ESI 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
ESI 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 ESI 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 ESI 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 ESI 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
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, ESI 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 ESI
in the performance of its duties or from reckless disregard by ESI 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 a Board, by a
vote of a majority (as defined in the 1940 Act) of a Trust's
outstanding voting securities, or by ESI. 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.
ESI 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. CONCERNING APPLICABLE PROVISIONS OF LAW, ETC.
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.
<PAGE>
If the contract 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.
Very truly yours,
Charles L. Davis, Jr.
By:/S/ CHARLES L. DAVIS, JR.
Vice President, on behalf of the Trusts listed
on Exhibit A, attached hereto:
Accepted:
EDGEWOOD SERVICES, INC..
By:/S/ R. JEFFREY NISS
<PAGE>
EXHIBIT A
TO
EXCLUSIVE PLACEMENT AGENT AGREEMENT
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
European Equity Portfolio September 30, 1996
International Bond Portfolio September 30, 1996
100% Treasury Portfolio September 30, 1996
Growth and Income 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
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
093096
093096
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: DECEMBER 11, 1996
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
European Equity Portfolio September 30, 1996
International Bond Portfolio September 30, 1996
100% Treasury Portfolio September 30, 1996
Growth and Income 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 RetirementPlus Portfolio December 11, 1996
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
121196
Exhibit 19 under Form N-1A
Exhibit 24 under Item 601/Reg. S-K
POWER OF ATTORNEY
The undersigned Trustees and officers, as indicated
respectively below, of BT Investment Funds, BT Institutional Funds, BT
Pyramid Mutual Funds, The Leadership Trust, and BT Advisor Funds
(each, a "Trust") and, Cash Management Portfolio, Treasury Money
Portfolio, Tax Free Money Portfolio, NY Tax Free Money Portfolio,
International Equity Portfolio, Utility Portfolio, Short/Intermediate
U.S. Government Securities Portfolio, Equity 500 Index Portfolio,
Asset Management Portfolio, Capital Appreciation Portfolio,
Intermediate Tax Free Portfolio, and BT Investment Portfolios (each, a
"Portfolio Trust") each hereby constitutes and appoints the Secretary
and each Assistant Secretary of each Trust and each Portfolio Trust
and the Deputy General Counsel of Federated Investors, each of them
with full powers of substitution, as his true and lawful
attorney-in-fact and agent to execute in his name and on his behalf in
any and all capacities the Registration Statements on Form N-1A, and
any and all amendments thereto, and all other documents, filed by a
Trust or a Portfolio Trust with the Securities and Exchange Commission
(the "SEC") under the Investment Company Act of 1940, as amended, and
(as applicable) the Securities Act of 1933, as amended, and any and
all instruments which such attorneys and agents, or any of them, deem
necessary or advisable to enable the Trust or Portfolio Trust to
comply with such Acts, the rules, regulations and requirements of the
SEC, and the securities or Blue Sky laws of any state or other
jurisdiction, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the SEC and such other
jurisdictions, and the undersigned each hereby ratifies and confirms
as his own act and deed any and all acts that such attorneys and
agents, or any of them, shall do or cause to be done by virtue hereof.
Any one of such attorneys and agents has, and may exercise, all of the
powers hereby conferred. The undersigned each hereby revokes any
Powers of Attorney previously granted with respect to any Trust or
Portfolio Trust concerning the filings and actions described herein.
IN WITNESS WHEREOF, each of the undersigned has hereunto set
his hand as of the 30th day of September, 1996.
SIGNATURES TITLE
/S/ RONALS M. PETNUCH President and Treasurer (Chief Executive
Officer,
Ronald M. Petnuch Principal Financial and Accounting Officer)
of each Trust and Portfolio Trust
/S/ PHILIP W. COOLIDGE Trustee of each Trust and
Philip W. Coolidge Portfolio Trust
/S/ CHARLES P. BIGGAR Trustee of each Portfolio Trust
Charles P. Biggar and BT Institutional Funds
/S/ S. LELAND DILL Trustee of each Portfolio Trust
S. Leland Dill and BT Investment Funds
/S/ PHILIP SAUNDERS, JR. Trustee of each Portfolio Trust
Philip Saunders, Jr. and BT Investment Funds
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
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<NAME> BT ASSET MANAGEMENT PORTFOLIO
<SERIES>
<NAME> ASSET MANAGEMENT I PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 344175625
<INVESTMENTS-AT-VALUE> 353940955
<RECEIVABLES> 7103193
<ASSETS-OTHER> 3029949
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<TOTAL-ASSETS> 364074097
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<OTHER-ITEMS-LIABILITIES> 1244498
<TOTAL-LIABILITIES> 15535404
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<EXPENSES-NET> 1737856
<NET-INVESTMENT-INCOME> 9037347
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<APPREC-INCREASE-CURRENT> (1730893)
<NET-CHANGE-FROM-OPS> 36375057
<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> 108396285
<ACCUMULATED-NII-PRIOR> 0
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<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1882677
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<GROSS-EXPENSE> 2199964
<AVERAGE-NET-ASSETS> 289642602
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
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<EXPENSE-RATIO> 60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
