Filed with the Commission on July 30, 1999
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. 7..............................................................X
ASSET MANAGEMENT PORTFOLIO (the "Registrant")
(Exact Name of Registrant as Specified in Charter)
One South Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
(410) 895-3433
(Registrant's Telephone Number)
Daniel O. Hirsch, Esq. Copies to: Burton M. Leibert, Esq.
One South Street Willkie Farr & Gallagher
Baltimore, Maryland 21202 787 Seventh Ave.
(Name and Address of Agent New York, New York 10019
for Service)
Explanatory Note
This Amendment to the Registrant's Registration Statement on Form N-1A (the
"Registration Statement") has been filed by the Registrant pursuant to Section
8(b) of the Investment Company Act of 1940. However, beneficial interests in the
Registrant are not being registered under the Securities Act of 1933, as amended
(the "1933 Act") because such interests will be issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Registrant may be
made only by investment companies, insurance company separate accounts, common
or commingled trust funds or similar organizations or entities that are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
The Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any beneficial interests in any series of the
Registrant.
Asset Management Portfolio
PART A
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Responses to Items 1, 2, 3, 5, and 9 have been omitted pursuant to Instruction
B.2(b) of the General Instructions to Form N-1A. Capitalized terms used in this
Part A have the same meaning as in the Feeder Fund's prospectus.
Item 4. Investment Objectives, Principal Investment Strategies, and Related
Risks.
The Registrant seeks high total return with reduced risk over the long term by
allocating investments among stocks, bonds and short-term instruments. The
investment objective may be changed without shareholder approval.
Investments in the Registrant are neither insured nor guaranteed by the U.S.
government. Investments in the Registrant are not deposits of, or guaranteed or
endorsed by, Bankers Trust Company. They are not federally insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board or any other
agency, and are subject to investment risk, including the possible loss of the
principal amount invested.
There can be no assurance that the investment objective of the Registrant will
be achieved. The Registrant incorporates by reference information concerning the
Registrant's investment objective, policies and the risk factors associated with
its investments from the sections entitled "Objective," "Strategy," "Principal
Investments," "Investment Process," "Risks" and "Organizational Structure" in
the current prospectus of BT Pyramid Mutual Funds - BT Institutional Asset
Management Fund (File Nos. 33-45973 and 811-6576)(the "Feeder Fund") (the
"Feeder Fund Prospectus"). Additional information about the investment policies
of the Registrant appears in Part B of this Registration Statement.
Item 6. Management, Organization, and Capital Structure.
Registrant incorporates by reference information concerning the management of
the Registrant from the sections entitled "Annual Fund Operating Expenses" and
"Management of the Fund" in the Feeder Fund Prospectus.
The Registrant 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 Registrant. Each investor is entitled to a vote in proportion
to the amount of its investment in the Registrant. Investments in the Registrant
may not be transferred, but an investor may withdraw all or any
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portion of his investment at any time at net asset value ("NAV"). Investors in
the Registrant (e.g., investment companies, insurance company separate accounts
and common and commingled trust funds) will each be liable for all obligations
of the Registrant. However, the risk of an investor in the Registrant incurring
financial loss on account of such liability is limited to circumstances in which
both inadequate insurance existed and the Registrant itself was unable to meet
its obligations.
The Registrant reserves the right to create and issue a number of series, in
which case investments in each series would participate equally in the earnings,
dividends and assets of the particular series.
Investments in the Registrant have no preemptive or conversion rights and are
fully paid and nonassessable, except as set forth below. The Registrant is not
required and has no current intention to hold annual meetings of investors, but
the Registrant 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 Registrant, investors would be entitled to share pro rata in
the net assets of the Registrant available for distribution to investors.
Registrant incorporates by reference additional information concerning its
capital stock from the sections entitled "Calculating the Fund's Share Price,"
"Dividends and Distributions," "Tax Considerations," and "Buying and Selling
Fund Shares" in the Feeder Fund Prospectus.
Item 7. Shareholder Information.
Registrant incorporates by reference information concerning the calculation of
net asset value and valuation of the Registrant's assets from sections entitled
"Calculating the Fund's Share Price" and "Buying and Selling Fund Shares" in the
Feeder Fund Prospectus.
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Beneficial interests in the Registrant are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. Investments in the Registrant may be made only 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 Registrant 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 Registrant 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 Registrant. In addition, securities accepted in payment for interests must:
(i) meet the investment objective and policies of the Registrant; (ii) be
acquired by the Registrant 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
Registrant 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 Registrant is ICC. The principal business address of
ICC and its affiliates is Two Portland Square, Portland, Maine 04101. ICC
receives no additional compensation for serving as the placement agent for the
Registrant.
Registrant incorporates by reference information concerning dividends,
distributions and tax consequences from the sections entitled "Dividends and
Distributions" and "Tax Considerations" in the Feeder Fund Prospectus.
Under its anticipated method of operation, the Registrant will not be subject to
any income tax. However, each investor in the Registrant will be taxable on its
share (as determined in accordance with the governing instruments of the
Registrant) of the Registrant's ordinary income and capital gain in determining
its income tax liability. The determination of such share will be
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made in accordance with the Internal Revenue Code of 1986, as amended, and
regulations promulgated thereunder.
It is intended that the Registrant's assets, income and distributions will be
managed in such a way that an investor in the Registrant will be able to satisfy
the requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended, assuming that the investor invested all of its assets in the
Registrant.
Item 8. Distribution Arrangements.
Registrant incorporates by reference information concerning sales loads, Rule
12b-1 fees and its Master-Feeder structure from the sections entitled "Annual
Fund Operating Expenses" and "Organizational Structure" in the Feeder Fund
Prospectus.
Asset Management Portfolio
PART B
Capitalized terms used in this Part B have the same meaning as in the Feeder
Fund's prospectus.
Item 10. Cover Page and Table of Contents.
The Prospectus of the Asset Management Portfolio (the "Registrant") dated July
31, 1999, which may be amended from time to time, provides the basic information
investors should know before investing. This Statement of Additional Information
("SAI"), which is not a Prospectus, is intended to provide additional
information regarding the activities and operations of the Registrant and should
be read in conjunction with the Prospectus. You may request a copy of a
prospectus or a paper copy of this SAI, if you have received it electronically,
free of charge by calling the Fund at 1-800-368-4031.
TABLE OF CONTENTS
Fund History
Performance Information
Description of the Fund and its Investments and Risks
Management of the Fund
Control Persons and Principal Holders of Securities
Investment Advisory and Other Services
Brokerage Allocation and Other Practices
Capital Stock and Other Securities
Purchase, Redemption and Pricing of Shares
Taxation of the Fund
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Underwriters
Calculation of Performance Date
Financial Statements
Item 11. Fund History.
The Registrant was organized as a trust under the laws of the State of New York
on December 11, 1991.
Item 12. Description of the Fund and its Investments and Risks.
The Registrant is a no-load, diversified, open-end management investment
company. The Registrant incorporates by reference information concerning its
investment policies, limitations and risks from the section entitled "Investment
Objective and Policies" in the SAI for BT Pyramid Mutual Funds -- BT
Institutional Asset Management Fund (File Nos. 33-45973 and 811-6576) (the
"Feeder Fund") (the "Feeder Fund SAI").
Item 13. Management of the Fund.
Registrant incorporates by reference information concerning its management from
the section entitled "Management of the Trust and Portfolio" in the Feeder Fund
SAI.
Item 14. Control Persons and Principal Holders of Securities.
As of July 1, 1999, 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 79% and 21%, respectively, of
the value of the outstanding interests in the Registrant. BT Pyramid Mutual
Funds and BT Investment Funds are organized as Massachusetts business trusts.
Because BT Institutional Asset Management Fund controls the Registrant, it may
take actions without the approval of any other investor in the Registrant.
Each Fund has informed the Registrant that whenever it is requested to vote on
matters pertaining to the fundamental policies of the Registrant, the Fund will
hold a meeting of 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 shareholder 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.
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Whenever a Fund is requested to vote on a matter pertaining to the Registrant,
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 Registrant will follow the same or a
similar practice.
Item 15. Investment Advisory and Other Services.
Registrant incorporates by reference information concerning the investment
advisory and other services provided for or on behalf of the Registrant from the
section entitled "Management of the Trust and Portfolio" in the Feeder Fund's
SAI.
Item 16. Brokerage Allocation and Other Practices.
Registrant incorporates by reference information concerning the brokerage
allocation and other practices of the Registrant from the section entitled
"Investment Objective and Policies-Portfolio Transactions and Brokerage
Commissions" in the Feeder Fund's SAI.
Item 17. Capital Stock and Other Securities.
Under the Declaration of Trust, the Trustees are authorized to issue beneficial
interests in the Registrant. Investors are entitled to participate pro rata in
distributions of taxable income, loss, gain and credit of the Registrant. Upon
liquidation or dissolution of the Registrant, investors are entitled to share
pro rata in the Registrant's net assets available for distribution to its
investors. Investments in the Registrant have no preference, preemptive,
conversion or similar rights and are fully paid and nonassessable, except as set
forth below. Investments in the Registrant may not be transferred. Certificates
representing an investor's beneficial interest in the Registrant 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 Registrant. Investors in the Registrant do not have cumulative
voting rights, and investors holding more than 50% of the aggregate beneficial
interest in the Registrant may elect all of the Trustees of the Registrant if
they choose to do so and in such event the other investors in the Registrant
would not be able to elect any Trustee. The Registrant is not required and has
no current intention to hold annual meetings of investors but the Registrant
will hold special meetings of investors when in
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the judgment of the Registrant's Trustees it is necessary or desirable to submit
matters for an investor vote. No material amendment may be made to the
Registrant's Declaration of Trust without the affirmative majority vote of
investors (with the vote of each being in proportion to the amount of their
investment).
The Registrant 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 their respective
percentages of the beneficial interests in the Registrant), except that if the
Trustees of the Registrant recommend such sale of assets, the approval by vote
of a majority of the investors (with the vote of each being in proportion to
their respective percentages of the beneficial interests of the Registrant) will
be sufficient. The Registrant 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 their
investment), or (ii) by the Trustees of the Registrant by written notice to its
investors.
Investors in the Registrant will be held personally liable for its obligations
and liabilities, subject, however, to indemnification by the Registrant in the
event that there is imposed upon an investor a greater portion of the
liabilities and obligations of the Registrant than its proportionate beneficial
interest in the Registrant. The Declaration of Trust also provides that the
Registrant shall maintain appropriate insurance (for example, fidelity bonding
and errors and omissions insurance) for the protection of the Registrant, 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 Registrant itself was unable to meet its
obligations.
The Declaration of Trust further provides that obligations of the Registrant are
not binding upon the Trustees individually but only upon the property of the
Registrant and that the Trustees will not be liable for any action or failure to
act, but nothing in the Declaration of Trust protects a Trustee against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
The Registrant reserves the right to create and issue a number of series, in
which case investments in each series would participate
<PAGE>
equally in the earnings and assets of the particular series. Investors in each
series would be entitled to vote separately to approve advisory agreements or
changes in investment policy, but investors of all series may vote together in
the election or selection of Trustees, principal underwriters and accountants
for the Registrant. Upon liquidation or dissolution of the Registrant, the
investors in each series would be entitled to share pro rata in the net assets
of their respective series available for distribution to investors.
Item 18. Purchase, Redemption and Pricing of Shares.
Beneficial interests in the Registrant 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. Further information is
available under Item 7, "Shareholder Information" in Part A of this Registration
Statement.
Registrant incorporates by reference information concerning the method followed
by the Registrant in determining its net asset value and the timing of such
determinations from the section entitled "Valuation of Securities" in the Feeder
Fund's SAI.
Item 19. Taxation of the Fund.
Registrant incorporates by reference information concerning the taxation of the
Registrant from the section entitled "Taxation" in the Feeder Fund's SAI.
It is intended that the Registrant's assets, income and distributions will be
managed in such a way that an investor in the Registrant will be able to satisfy
the requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended, assuming that the investor invested all of its assets in the
Registrant.
There are certain tax issues that will be relevant to only certain of the
investors in the Registrant. All investors are advised to consult their own tax
advisors as to the tax consequences of an investment in the Registrant.
Item 20. Underwriters.
The placement agent for the Registrant is ICC Distributors, Inc., which receives
no additional compensation for serving in this capacity. Investment companies,
insurance company separate
<PAGE>
accounts, common and commingled trust funds and similar organizations and
entities may continuously invest in the Registrant.
Item 21. Calculation of Performance Data.
Not applicable.
Item 22. Financial Statements.
The Registrant's financial statements are hereby incorporated by reference from
the BT Pyramid Mutual Funds - BT Institutional Asset Management Fund's Annual
Report dated March 31, 1999 (File Numbers 33-45973 and 811-6576). A copy of the
Annual Report may be obtained without charge by contacting the Registrant.
Asset Management Portfolio
PART C. OTHER INFORMATION.
Responses to Items 23(e), (i), (j), and (k) have been omitted pursuant to
Instruction B.2(b) of the General Instructions to Form N-1A.
Item 23. Exhibits.
(a) Declaration of Trust of the Registrant; 2
(b) By-Laws of the Registrant; 2
(c) Not applicable;
(d) Advisory Agreement between the Registrant and Bankers
Trust Company ("Bankers Trust"); 2
(f) Not applicable;
(g) Custodian Agreement between the Registrant and Bankers Trust; 3
(1) Cash Services Addendum to Custodian Agreement; 3
(h) Administration and Services Agreement between the Registrant and Bankers
Trust; 1
(1) Exclusive Placement Agent Agreement; 3
(2) Exhibit A to Exclusive Placement Agent Agreement; 3
(3) Expense Limitation Agreements on behalf of BT Institutional Asset
Management Fund - filed herewith;
(l) Investment representation letters of initial investors; 1
(m) Rule 12b-1 plan - Not applicable;
(n) Financial data schedule - Not applicable;
(o) Rule 18f-3 plan - Not applicable;
(p) Power of attorney; 3
- ----------
1. Previously filed on June 9, 1992.
<PAGE>
2. Incorporated by reference to 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.
Item 24. Persons Controlled by or under Common Control with Registrant.
None
Item 25. Indemnification.
Incorporated by reference to Amendment No. 3 to Registrant's Registration
Statement as filed with the Commission on August 1, 1995.
Item 26. Business and Other Connections of Investment Adviser.
Bankers Trust serves as investment adviser to the Portfolio. Bankers Trust, a
New York banking corporation, is a wholly owned subsidiary of Deutsche Bank AG.
Deutsche Bank AG is a major global banking institution that is engaged in a wide
range of financial services, including investment management, mutual funds,
retail and commercial banking, investment banking and insurance.
To the knowledge of the Trust, none of the directors or officers of Bankers
Trust, except those set forth below, is engaged in any other business,
profession, vocation or employment of a substantial nature, except that certain
directors and officers also hold various positions with and engage in business
for Bankers Trust Corporation. Set forth below are the names and principal
businesses of the directors and officers of Bankers Trust who are engaged in any
other business, profession, vocation or employment of a substantial nature.
Josef Ackermann
Chairman of the Board, Chief Executive Officer and President, Bankers Trust;
Member, Board of Managing Directors, Deutsche Bank AG. Address: Deutsche Bank
AG, Taunusanlage 12, D-60262 Frankfurt am Main, Federal Republic of Germany.
Hans Angermueller
Director, Bankers Trust; Director of various corporations; Shearman and
Sterling, of counsel. Address: Shearman & Sterling, 599 Lexington Avenue, New
York, New York 10022
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George B. Beitzel
Director, Bankers Trust and Bankers Trust Corporation since 1977; Director of
various corporations. Address: 29 King Street, Chappaqua, New York 10514-3432.
William R. Howell
Director, Bankers Trust; Chairman Emeritus, J.C. Penney Company, Inc.; Director
of various corporations. Address: J.C. Penney Company, Inc., P.O. Box 10001,
Dallas, Texas 74301-1109.
Hermann-Josef Lamberti
Director, Bankers Trust; Member, Board of Managing Directors, Deutsche Bank AG.
Address: Deutsche Bank AG, Taunusanlage 12, D-60262 Frankfurt am Main, Federal
Republic of Germany.
John A. Ross
Director, Bankers Trust; Regional Chief Executive Officer, Deutsche Bank
Americas Holding Corp. Address: Deutsche Bank, 31 West 52nd Street, New York,
New York 10019.
Ronaldo H. Schmitz
Director, Bankers Trust; Member, Board of Managing Directors, Deutsche Bank AG.
Address: Deutsche Bank AG, Taunusanlage 12, D-60262 Frankfurt am Main, Federal
Republic of Germany.
Item 27. Principal Underwriters.
ICC Distributors, Inc., the exclusive placement agent for shares of the
Registrant, acts as principal underwriter or exclusive placement agent for the
following open-end investment companies, including the Registrant: BT Advisor
Funds, BT Institutional Funds, BT Investment Funds, BT Pyramid Mutual Funds, BT
Investment Portfolios, Cash Management Portfolio, Intermediate Tax Free
Portfolio, Tax Free Money Portfolio, NY Tax Free Money Portfolio, Treasury Money
Portfolio, International Equity Portfolio, Equity 500 Index Portfolio, Capital
Appreciation Portfolio, and Asset Management Portfolio.
(b) Unless otherwise stated, the principal business address is Two Portland
Square, Portland, Maine 04101.
(1) (2) (3)
Name and Principal Position and Offices Position and Offices
Business Address with Distributor with the Registrant
John Y. Keffer President None
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Sara M. Morris Treasurer None
David I. Goldstein Secretary None
Benjamin L. Niles Vice President None
Margaret J. Fenderson Assistant Treasurer None
Dana L. Lukens Assistant Secretary None
Nanette K. Chern Chief Compliance Officer None
(c) None
ITEM 28. Location of Accounts and Records.
Registrant
BT Alex. Brown
One South Street
Baltimore, MD 21202
Bankers Trust Company
130 Liberty Street
New York, NY 10006
Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, MO 64105
ICC Distributors, Inc.
One Portland Square
Portland, ME 04101
Item 29. Management Services.
Not applicable.
Item 30. Undertakings.
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant, ASSET MANAGEMENT PORTFOLIO, has duly caused this Amendment No. 7 to
its Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Baltimore and the State of
Maryland on this 30th day of July, 1999.
ASSET MANAGEMENT PORTFOLIO
By: /s/ Daniel O. Hirsch
Daniel O. Hirsch, Secretary
July 30, 1999
EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT is made as of the 31st day of March, 1999, by
and between BT PYRAMID MUTUAL FUNDS, a Massachusetts Business trust (the
"Trust") and ASSET MANAGEMENT PORTFOLIO, a New York trust (a "Portfolio Trust"),
and BANKERS TRUST, a New York corporation (the "Adviser"), with respect to the
following:
WHEREAS, the Adviser serves as Investment Adviser to BT Pyramid Mutual Funds and
Asset Management Portfolio pursuant to Investment Advisory Agreements dated
August 6, 1996 and April 8, 1992, respectively, and each as re-approved
thereafter; and the Adviser serves as the Trust's Administrator pursuant to an
Administration and Services Agreement dated October 28, 1992, as amended,
(collectively, the "Agreements"); and
WHEREAS, the Adviser has voluntarily agreed, under the Agreements, to waive its
fees and reimburse expenses so that the total operating expenses for the Trust's
series (the "Fund") and the Portfolio Trust's series (the "Portfolio") will not
exceed the percentage of average daily net assets as set forth on Exhibit A; and
WHEREAS, the Trust and the Adviser desire to formalize this voluntary fee waiver
and expense reimbursement arrangement for a 16-month period beginning on March
31, 1999 and ending on July 31, 2000.
NOW, in consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
1. The Adviser agrees to waive its fees and reimburse expenses for a 16-month
period from March 31, 1999 to July 31, 2000, to the extent necessary so
that the Fund's total annual operating expenses do not exceed the
percentage of average daily net assets set forth on Exhibit A.
2. Upon the termination of the Investment Advisory Agreement or the
Administration Agreement, this Agreement shall automatically terminate.
<PAGE>
3. Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of
the Investment Company Act of 1940 (the "1940 Act") shall be resolved by
reference to such term or provision of the 1940 Act and to interpretations
thereof, if any, by the United States Courts or in the absence of any
controlling decision of any such court, by rules, regulations or orders of
the Securities and Exchange Commission ("SEC") issued pursuant to said
Act. In addition, where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is revised by rule,
regulation or order of the SEC, such provision shall be deemed to
incorporate the effect of such rule, regulation or order. Otherwise the
provisions of this Agreement shall be interpreted in accordance with the
laws of Massachusetts.
Exhibit A
Total Fund Operating Expenses
Fund (as a percentage of average daily net assets)
- ---- ---------------------------------------------
BT Institutional Asset Management Fund 0.60%
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective officers as of the day and year first above
written.
[SEAL]
BT PYRAMID MUTUAL FUNDS
Attest: /s/Amy M. Olmert By: /s/Daniel O. Hirsch
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
ASSET MANAGEMENT PORTFOLIO
Attest: /s/Amy M. Olmert By: /s/Daniel O. Hirsch
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST
Attest: /s/Amy M. Olmert By: /s/Ross Youngman
Name: Amy M. Olmert Name: Ross Youngman
Title: Managing Director
EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT is made as of the 4th day of June, 1999, by
and between BT PYRAMID MUTUAL FUNDS, a Massachusetts Business trust (the
"Trust") and ASSET MANAGEMENT PORTFOLIO, a New York trust (a "Portfolio Trust"),
and BANKERS TRUST, a New York corporation (the "Adviser"), with respect to the
following:
WHEREAS, the Adviser serves as Investment Adviser to BT Pyramid Mutual Funds and
Asset Management Portfolio pursuant to Investment Advisory Agreements dated
August 6, 1996 and April 8, 1992, respectively, and each as re-approved
thereafter; and the Adviser serves as the Trust's Administrator pursuant to an
Administration and Services Agreement dated October 28, 1992, as amended,
(collectively, the "Agreements"); and
WHEREAS, the Adviser has voluntarily agreed, under the Agreements, to waive its
fees and reimburse expenses so that the total operating expenses for the Trust's
series (the "Fund") and the Portfolio Trust's series (the "Portfolio") will not
exceed the percentage of average daily net assets as set forth on Exhibit A; and
WHEREAS, the Trust and the Adviser desire to formalize this voluntary fee waiver
and expense reimbursement arrangement for a period beginning on June 4, 1999 and
ending on July 31, 2000.
NOW, in consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
1. The Adviser agrees to waive its fees and reimburse expenses for a period
from June 4, 1999 to July 31, 2000, to the extent necessary so that the
Fund's total annual operating expenses do not exceed the percentage of
average daily net assets set forth on Exhibit A.
2. Upon the termination of the Investment Advisory Agreement or the
Administration Agreement, this Agreement shall automatically terminate.
<PAGE>
3. Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of
the Investment Company Act of 1940 (the "1940 Act") shall be resolved by
reference to such term or provision of the 1940 Act and to interpretations
thereof, if any, by the United States Courts or in the absence of any
controlling decision of any such court, by rules, regulations or orders of
the Securities and Exchange Commission ("SEC") issued pursuant to said
Act. In addition, where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is revised by rule,
regulation or order of the SEC, such provision shall be deemed to
incorporate the effect of such rule, regulation or order. Otherwise the
provisions of this Agreement shall be interpreted in accordance with the
laws of Massachusetts.
Exhibit A
Total Fund Operating Expenses
Fund (as a percentage of average daily net assets)
- ---- ---------------------------------------------
BT Institutional Asset Management Fund 0.60%
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective officers as of the day and year first above
written.
[SEAL]
BT PYRAMID MUTUAL FUNDS
Attest: /s/Amy M. Olmert By: /s/Daniel O. Hirsch
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
ASSET MANAGEMENT PORTFOLIO
Attest: /s/Amy M. Olmert By: /s/Daniel O. Hirsch
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST
Attest: /s/Amy M. Olmert By: /s/Ross Youngman
Name: Amy M. Olmert Name: Ross Youngman
Title: Managing Director
