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
Amendment No. 6......................................... X
ASSET MANAGEMENT PORTFOLIO
(Exact Name of Registrant as Specified in Charter)
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
(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
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 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-5829.. Edgewood receives no additional compensation for serving as the
placement agent for the Portfolio. ITEM 8. REDEMPTION OR REPURCHASE. An investor
in the Portfolio may withdraw all or any portion of its investment at the net
asset value next determined if a withdrawal request in proper form is furnished
by the investor to the Portfolio by the designated cutoff time for each
accredited investor. The proceeds of a withdrawal will be paid by the Portfolio
in federal funds normally on the Portfolio Business Day the withdrawal is
effected, but in any event within seven 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
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 4
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.
<PAGE>
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of July 1, 1998, 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.
<PAGE>
ITEM 23. FINANCIAL STATEMENTS.
The Portfolio's financial statements are hereby incorporated by reference from
the Registrant's Annual Report dated March 31, 1998 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, 1998, 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; 3
(i) Conformed copy of Cash Services Addendum to Custodian
Agreement; +
(9) Conformed copy of Administration and Services Agreement
between the Registrant and Bankers Trust; 1
(i) Conformed copy of Exclusive Placement Agent
Agreement; 3
(ii) Copy of Exhibit A to Exclusive Placement Agent
Agreement; 3
(10) Not applicable; (11) Not applicable; (12) Not applicable;
(13) Investment representation letters of initial investors; 1
(14) Not applicable;
(15) Not applicable;
(16) Not applicable;
(17) Copy of Financial Data Schedule; +
(18) Not applicable;
(19) Conformed copy of Power of Attorney. 3
- --------------------
+ All exhibits have been filed electronically.
1. Previously filed on June 9, 1992.
2. Incorporated by reference Amendment No. 3 to Registrant's Registration
Statement as filed with the Commission on August 1, 1995.
3. Incorporated by reference to Amendment No. 5 to Registrant's Registration
Statement as filed with the Commission on July 1, 1997.
<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 1, 1998
- -------------- ------------------
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 Services, Inc. the Distributor for shares of the
Registrant, acts as principal underwriter for the following
open-end investment companies, including the Registrant: BT
Advisor Funds, BT Institutional Funds, BT Investment Funds, BT
Pyramid Mutual Funds, Deutsche Portfolios, Deutsche Funds,
Inc., Excelsior Funds, Excelsior Funds, Inc., (formerly, UST
Master Funds, Inc.), Excelsior Institutional Trust, Excelsior
Tax-Exempt Funds, Inc. (formerly, UST Master Tax-Exempt Funds,
Inc.), FTI Funds, FundManager Portfolios, Great Plains Funds,
Marketvest Funds, Marketvest Funds, Inc., Old Westbury Funds,
Inc., Robertsons Stephens Investment Trust, WesMark Funds and
WCT Funds.
b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
Lawrence Caracciolo Director, President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Arthur L. Cherry Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
J. Christopher Donahue Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ronald M. Petnuch Vice President, President and Treasurer
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas P. Schmitt Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Assistant Secretary
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas J. Ward Assistant Secretary, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Kenneth W. Pegher, Jr. Treasurer, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
(c) None
<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.: 5800 Corporate Drive,
(Placement Agent Pittsburgh, Pennsylvania 15237-5829.
and Sub-Administrator)
Item 31. Management Services:
Not applicable.
Item 32. Undertakings:
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant, ASSET MANAGEMENT PORTFOLIO, has duly caused this Amendment No. 6 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, 1998.
ASSET MANAGEMENT PORTFOLIO
By: /s/ Jay S. Neuman
Jay S. Neuman, Secretary
July 1, 1998
Exhibit 8(i) under Form N-1A
Exhbit 10 under Item 601/Reg. S-K
CASH SERVICES ADDENDUM, dated as of December 18, 1997 (this "Addendum"),
to the CUSTODIAN AGREEMENT (the "Agreement") between BANKERS TRUST COMPANY (the
"Custodian") and each of the following investment companies: BT Investment
Funds, BT Institutional Funds, BT Pyramid Mutual Funds, BT Advisor Funds, Cash
Management Portfolio, Treasury Money Portfolio, Tax Free Money Portfolio, NY Tax
Free Money Portfolio, International Equity 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, an "Investment Company").
WHEREAS, the Custodian has revised the cash management services it
provides (as described in the attachments to this Addendum, which are
incorporated herein by reference), and the Custodian and each Investment Company
desire to confirm their understanding with respect to future and prior cash
services; NOW, THEREFORE, the Custodian and each Investment Company agree as
follows: 1. Until the Custodian receives Instructions to the contrary, the
Custodian will (a) hold with Subcustodians, in deposit accounts maintained for
the benefit of the Custodian's clients, all Cash received for the Account, (b)
credit such interest, if any, on Cash in the Account as the Custodian shall from
time to time determine and (c) receive compensation out of any amounts paid by
Subcustodians in respect of Cash in the Account. 2. Pursuant to procedures
described in the attachments or otherwise approved by an Investment Company or
its investment adviser, the Custodian may (on an overnight or other short-term
basis) move certain, or all, currencies of Cash in the Account from any
Subcustodian and place it, as deposits or otherwise, with one or more other
Subcustodians (including branches and affiliates of the Custodian). The
Custodian will notify the Investment Company of any placement procedures it
implements and will move Cash in accordance with such procedures until it
notifies the Investment Company otherwise or receives Instructions to the
contrary. The Custodian may credit interest and receive compensation as
described in 1 above with respect to any Cash moved. 3. Any actions by the
Custodian and an Investment Company previously taken in conformity with 1 and 2
above (including compensation retained by the Custodian for providing this
service) are approved and affirmed. 4. Capitalized terms used but not defined in
this Addendum are used with the respective meanings assigned to them in the
Agreement.
IN WITNESS WHEREOF, this Addendum has been executed as of the day and year
first above written.
BANKERS TRUST COMPANY EACH INVESTMENT COMPANY
NAMED ABOVE
By: /s/ Richard M. Quintal By: /s/ Jay S. Neuman
Richard M. Quintal Jay S. Neuman, Secretary of each
Managing Director Investment Company
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains Summary Financial Information extracted from the BT
Investment Portfolios Annual Report dated March 31, 1998, and is qualified
in its entirety by reference to such Annual Report.
</LEGEND>
<CIK> 0000888569
<NAME> BT INVESTMENT ASSET MANAGEMENT I PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 623937594
<INVESTMENTS-AT-VALUE> 646349718
<RECEIVABLES> 2648454
<ASSETS-OTHER> 17223679
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 666221851
<PAYABLE-FOR-SECURITIES> 16499397
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 350032
<TOTAL-LIABILITIES> 16849429
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 618620123
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 30752299
<NET-ASSETS> 649372422
<DIVIDEND-INCOME> 3593003
<INTEREST-INCOME> 13202469
<OTHER-INCOME> 0
<EXPENSES-NET> 2821212
<NET-INVESTMENT-INCOME> 13974260
<REALIZED-GAINS-CURRENT> 101389267
<APPREC-INCREASE-CURRENT> 21903331
<NET-CHANGE-FROM-OPS> 137266858
<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> 137266858
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3056313
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3553082
<AVERAGE-NET-ASSETS> 470201921
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 100
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
