As filed with the Commission on January 31, 2000
1940 Act File No. 811-6702
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 11...........................................................X
INTERNATIONAL EQUITY PORTFOLIO
(Exact Name of Registrant as Specified in Charter)
One South Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
(410) 895-5000
(Registrant's Telephone Number)
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Daniel O. Hirsch Copies to: Burton M. Leibert, Esq.
Deutsche Asset Management Willkie Farr & Gallagher
One South Street One Citicorp Center
Baltimore, MD 21202 153 East 53rd Street
(Name and Address of Agent for Service) New York, NY 10022
</TABLE>
<PAGE>
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, as amended. However, beneficial
interests in the Portfolio are not being registered under the Securities Act of
1933, as amended ("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 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 beneficial interests in the Registrant.
INTERNATIONAL EQUITY PORTFOLIO
PART A
Responses to Items 1, 2, 3, 5 and 9 have been omitted pursuant to paragraph 2(b)
of Instruction B of the General Instructions to Form N-1A.
ITEM 4. INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES, AND RELATED
RISKS.
The investment objective of the International Equity Portfolio (the "Portfolio"
or "Trust") may be changed without shareholder approval. The investment
objective of the Portfolio is long-term capital appreciation from investment in
foreign equity securities (or other securities with equity characteristics); the
production of any current income is incidental to this objective. The Portfolio
invests primarily in established companies based in developed countries outside
the United States, but the Portfolio also invests in securities of issuers in
emerging markets.
Investments in the Portfolio are neither insured nor guaranteed by the U.S.
government. Investments in the Portfolio are not bank deposits and 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 Portfolio will be
achieved. Additional information about the investment policies of the Portfolio
appears in Part B of this Registration Statement. The Registrant incorporates by
reference information concerning the Portfolio's investment objective and
policies and risk factors associated with investments in the Portfolio from the
sections entitled "Objective," "Strategy," "Principal Investments," "Investment
Process," "Risks," and "Organizational Structure" in the prospectus of
International Equity, a series of BT Investment Funds, filed with the Commission
on Post-Effective Amendment No. 67 on January 28, 2000 (File Nos. 33-07404 and
811-4760) (the "Feeder Fund Prospectus").
ITEM 6. MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE.
<PAGE>
Registrant incorporates by reference information concerning the management of
the Portfolio from the sections entitled "Annual Fund Operating Expenses" and
"Management of the Fund" in the Feeder Fund Prospectus.
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 "Calculating the Fund's
Share Price," "Buying and Selling Fund Shares, "Dividends and Distributions,"
and "Tax Considerations" in the Feeder Fund Prospectus.
Each investor in the Portfolio may add to or reduce its investment in the
Portfolio on each Portfolio Business Day. At the Valuation Time, on each such
business day, the value of each investor's beneficial interest in the Portfolio
will be determined by multiplying the net asset value of the Portfolio by the
percentage, effective for that day, that represents that investor's share of the
aggregate beneficial interests in the Portfolio. Any additions or withdrawals,
which are to be effected on that day, will then be effected. The investor's
percentage of the aggregate beneficial interests in the Portfolio will then be
re-computed as the percentage equal to the fraction (i) the numerator of which
is the value of such investor's investment in the Portfolio as of the Valuation
Time, on such day plus or minus, as the case may be, the amount of any additions
to or withdrawals from the investor's investment in the Portfolio effected on
such day, and (ii) the denominator of which is the aggregate net asset value of
the Portfolio as of the Valuation Time on such day plus or minus, as the case
may be, the amount of the net additions to or withdrawals from the aggregate
investments in the Portfolio by all investors in the Portfolio.
<PAGE>
The percentage so determined will then be applied to determine the value of the
investor's interest in the Portfolio as of the Valuation Time, on the following
business day of the Portfolio.
The "net income" of the Portfolio shall consist of (i) all income accrued, less
the amortization of any premium, on the assets of the Portfolio, less (ii) all
actual and accrued expenses of the Portfolio determined in accordance with
generally accepted accounting principles. Interest income includes discount
earned (including both original issue and market discount) on discount paper
accrued ratably to the date of maturity and any net realized gains or losses on
the assets of the Portfolio. All the net income of the Portfolio is allocated
pro rata among the investors in the Portfolio. The net income is accrued daily
and distributed monthly to the investors in the Portfolio.
Under the anticipated method of operation of the Portfolio, the Portfolio will
not be subject to any income tax. However, each investor in the Portfolio will
be taxable on its share (as determined in accordance with the governing
instruments of the Portfolio) of the Portfolio's ordinary income and capital
gain in determining its income tax liability. The determination of such share
will be made in accordance with the Internal Revenue Code of 1986, as amended
(the "Code"), and regulations promulgated thereunder.
It is intended that the Portfolio's assets, income and distributions will be
managed in such a way that an investor in the Portfolio will be able to satisfy
the requirements of Subchapter M of the Code, assuming that the investor
invested all of its assets in the Portfolio.
ITEM 7. SHAREHOLDER INFORMATION.
Registrant incorporates by reference information concerning the computation of
net asset value and valuation of the Portfolio's assets from sections entitled
"Calculating the Fund's Share Price" and "Buying and Selling Fund Shares" in the
Feeder Fund prospectus.
Beneficial interests in the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. Investments in the 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.
An investment in the Portfolio may be made without a sales load. All investments
are made at net asset value next determined if an order is received by the
Portfolio by the designated cutoff time for each accredited investor. The net
asset value of the Portfolio is determined on each Portfolio Business Day. The
Portfolio's portfolio securities are valued primarily on the basis of market
quotations or, if quotations are not readily available, by a method which the
Board of Trustees believes accurately reflects fair value.
There is no minimum initial or subsequent investment in the Portfolio. However,
because the Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to
<PAGE>
enhance the yield on its assets, investments must be made in Federal funds
(i.e., monies credited to the account of the Portfolio's custodian bank by a
Federal Reserve Bank).
An investor in the Portfolio may withdraw all or any portion of its investment
at the net asset value next determined if a withdrawal request in proper form is
furnished by the investor to the Portfolio by the designated cutoff time for
each accredited investor. The proceeds of a withdrawal will be paid by the
Portfolio in Federal funds normally on the Portfolio Business Day the withdrawal
is effected, but in any event within seven calendar days. The Portfolio reserves
the right to pay redemptions in kind. Unless requested by an investor, the
Portfolio will not make a redemption in kind to the investor, except in
situations where that investor may make redemptions in kind.
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.
The Portfolio and ICC Distributors, Inc. ("ICC") reserve the right to cease
accepting investments at any time or to reject any investment order. The
placement agent for the Portfolio is ICC. The principal business address of ICC
is Two Portland Square, Portland, Maine 04101. ICC receives no additional
compensation for serving as the placement agent for the Portfolio.
Registrant incorporates by reference information concerning dividends,
distributions and tax consequences from the sections entitled "Dividends and
Distributions" and "Tax Considerations" in the Feeder Fund Prospectus.
ITEM 8. DISTRIBUTION ARRANGEMENTS.
Registrant incorporates by reference information concerning its Master-Feeder
structure from the section entitled "Organizational Structure in the Feeder Fund
prospectus.
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO
PART B
ITEM 10. COVER PAGE AND TABLE OF CONTENTS.
The Prospectus of the International Equity Portfolio (the "Registrant") dated
January 31, 2000, 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
Description of the Fund and its Investment Risks
Management of the Fund
Control Persons and Principal Holders of Securities
Investment Advisory and Other Services
Brokerage Allocation and Other Practices
Capital Stock and Other Securities
Purchase, Redemption and Pricing of Securities
Taxation of the Fund
Underwriters
Calculation of Performance Date
Financial Statements
ITEM 11. FUND HISTORY.
The Portfolio was organized as a trust under the laws of the State of New York
on December 11, 1991.
ITEM 12. DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS.
The Portfolio is a no-load, open-end management investment company. Part A
contains information about the investment objective and policies of 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 section entitled "Investment
Objectives, Policies and Restrictions" in International Equity, a series of BT
Investment Funds, filed with the Commission on Post-Effective Amendment No. 67
on January 28, 2000 (File Nos. 33-07404 and 811-4760) (the "Feeder Fund SAI").
ITEM 13. MANAGEMENT OF THE FUND.
<PAGE>
Registrant incorporates by reference information concerning the management of
the Portfolio from the section entitled "Management of the Trust" in the Feeder
Fund SAI.
ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of January 26, 1999, International Equity, a series of BT Investment Funds,
and International Equity Institutional, a series of BT Institutional Funds,
owned approximately 63% and 34%, respectively, of the outstanding interests in
the Portfolio.
Each Fund has informed the Portfolio that whenever it is requested to vote on
matters pertaining to the fundamental policies of the Portfolio, the Fund will
hold a meeting of shareholders and will cast its votes as instructed by the
Fund's shareholders. It is anticipated that other registered investment
companies investing in the Portfolio will follow the same or a similar practice.
ITEM 15. INVESTMENT ADVISORY AND OTHER SERVICES.
Registrant incorporates by reference information concerning the investment
advisory and other services provided for or on behalf of the Portfolio from the
section entitled "Management of the Trust" in the Feeder Fund SAI.
ITEM 16. 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, Policies and Restrictions -- Brokerage Commissions" in
the Feeder Fund SAI.
ITEM 17. CAPITAL STOCK AND OTHER SECURITIES.
Under the Declaration of Trust, the Trustees are authorized to issue beneficial
interests in the Portfolio. Investors are entitled to participate pro rata in
distributions of taxable income, loss, gain and credit of the Portfolio. Upon
liquidation or dissolution of the Portfolio, investors are entitled to share pro
rata in the Portfolio's net assets available for distribution to its investors.
Investments in the Portfolio have no preference, preemptive, conversion or
similar rights and are fully paid and 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
<PAGE>
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 Trust further provides that obligations of the Portfolio are
not binding upon the Trustees individually but only upon the property of the
Portfolio and that the Trustees will not be liable for any action or failure to
act, but nothing in the Declaration of Trust protects a Trustee against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
ITEM 18. PURCHASE, REDEMPTION, AND PRICING OF SECURITIES.
Beneficial interests in the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. See Item 7, "Shareholder Information" in Part A of
this Registration Statement.
Registrant incorporates by reference information concerning the method followed
by the Portfolio in determining its net asset value and the timing of such
determinations from the section entitled "Valuation of Securities; Redemptions
and Purchases in Kind" in the Feeder Fund SAI.
ITEM 20. TAXATION OF THE FUND.
Registrant incorporates by reference information concerning the taxation of the
Portfolio from the section entitled "Taxation" in the Feeder Fund SAI.
<PAGE>
It is intended that the Portfolio's assets, income and distributions will be
managed in such a way that an investor in the Portfolio will be able to satisfy
the requirements of Subchapter M of the Code, assuming that the investor
invested all of its assets in the Portfolio.
There are certain tax issues that will be relevant to only certain of the
investors in the Portfolio. All investors are advised to consult their own tax
advisors as to the tax consequences of an investment in the Portfolio.
ITEM 20. UNDERWRITERS.
The placement agent for the Portfolio is ICC Distributors, Inc., which receives
no additional compensation for serving in this capacity. Investment companies,
insurance company separate accounts, common and commingled trust funds and
similar organizations and entities may continuously invest in the Portfolio.
ITEM 21. CALCULATION OF FUND PERFORMANCE DATA.
Not applicable.
ITEM 22. FINANCIAL STATEMENTS.
The Portfolio's financial statements are hereby incorporated by reference from
the International Equity's Annual Report dated September 30, 1999 (File Nos.
33-07404 and 811-4760).
<PAGE>
PART C
Responses to Items 23(e) and (i)-(k) have been omitted pursuant to paragraph
2(b) of Instruction B of the General Instructions to Form N-1A.
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ITEM 23. EXHIBITS.
(a) Declaration of Trust of the Registrant; (2)
(b) By-Laws of the Registrant; (2)
(c) Not applicable;
(d) Advisory Agreement dated June 4, 1999 between the
Registrant and Bankers Trust Company ("Bankers Trust") - filed
herewith;
(e) (i) Exclusive Placement Agent Agreement; (3)
(ii) Exhibit A to Exclusive Placement Agent Agreement; (3)
(f) Not applicable;
(g) Custodian Agreement between the Registrant and
Bankers Trust; (3)
(h) (i) Administration and Services Agreement between
the Registrant and Bankers Trust; (1)
(ii) Expense Limitation Agreement dated October 31, 1999
among Registrant, Bankers Trust and BT Investment Funds;
filed herewith
(iii) Expense Limitation Agreement dated October 31, 1999
among Registrant, Bankers Trust and BT Institutional Funds;
filed herewith
(l) Investment representation letters of initial investors; (1)
(m) Not applicable;
(n) Financial Data Schedule - filed herewith;
(o) Not applicable.
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- - --------------------
1. Previously filed on June 15, 1992.
2. Incorporated by reference to Registrant's Amendment No. 4 on Form N-1A
filed January 29, 1996.
3. Incorporated by reference to Registrant's Amendment No. 6 on Form N-1A
filed June 2, 1997.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 25. INDEMNIFICATION.
Incorporated by reference to Registrant's Amendment No. 4 on Form N-1A filed
January 29, 1996.
ITEM 26. BUSNIESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
<PAGE>
Bankers Trust serves as investment adviser to the Portfolio. Bankers Trust, a
New York banking corporation, is a wholly owned subsidiary of Deutsche Bank A.G.
Bankers Trust conducts a variety of commercial banking and trust activities and
is a major wholesale supplier of financial services to the international
institutional market.
To the knowledge of the Trust, none of the directors or officers of Bankers
Trust, except those set forth below, is engaged in any other business,
profession, vocation or employment of a substantial nature, except that certain
directors and officers also hold various positions with and engage in business
for Deutsche Bank A.G. Set forth below are the names and principal businesses of
the directors and officers of Bankers Trust who to our knowledge as of January
28, 1999, 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
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.
<PAGE>
(a) ICC Distributors, Inc., the Distributor for shares of the Registrant, also
acts as principal underwriter for the following open-end investment companies:
BT Advisor Funds, BT Institutional Funds, BT Pyramid Mutual Funds, Cash
Management Portfolio, Intermediate Tax Free Portfolio, NY Tax Free Money
Portfolio, Treasury Money Portfolio, International Equity Portfolio, Equity 500
Index Portfolio, Capital Appreciation Portfolio, Asset Management Portfolio, BT
Investment Portfolios, Deutsche Banc Alex. Brown Cash Reserve Fund, Inc., Flag
Investors Communications Fund, Inc., Flag Investors Emerging Growth Fund, Inc.,
the Flag Investors Total Return U.S. Treasury Fund Shares of Total Return U.S.
Treasury Fund, Inc., the Flag Investors Managed Municipal Fund Shares of Managed
Municipal Fund, Inc., Flag Investors Short-Intermediate Income Fund, Inc., Flag
Investors Value Builder Fund, Inc., Flag Investors Real Estate Securities Fund,
Inc., Flag Investors Equity Partners Fund, Inc., Flag Investors Funds, Inc.
(formerly known as Deutsche Funds, Inc.), Flag Investors Portfolios Trust
(formerly known as Deutsche Portfolios), Morgan Grenfell Funds, The Glenmede
Fund, Inc. and The Glenmede Portfolios.
(b) Unless otherwise stated, the principal business address for the
following persons is Two Portland Square, Portland, Maine 04101.
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(1) (2) (3)
Name and Principal Position and Offices with Position and Offices
Business Address Distributor with the Registrant
---------------- ----------- -------------------
John Y. Keffer President None
Ronald H. Hirsch Treasurer None
Nanette K. Chern Chief Compliance Officer None
David I. Goldstein Secretary None
Benjamin L. Niles Vice President None
Frederick Skillin Assistant Treasurer None
Marc D. Keffer Assistant Secretary None
</TABLE>
(c) None
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS:
Registrant: Deutsche Asset Management
One South Street
Baltimore, MD 21202
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)
ICC Distributors, Inc.: Two Portland Square
<PAGE>
(Placement Agent Portland, Maine 04101
and Sub-Administrator)
ITEM 29. MANAGEMENT SERVICES:
Not applicable.
ITEM 30. UNDERTAKINGS.
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant, INTERNATIONAL EQUITY PORTFOLIO, has duly caused this Amendment No.
11 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 State of
Maryland on the 31st day of January, 2000.
INTERNATIONAL EQUITY PORTFOLIO
By: /s/ Daniel O. Hirsch
Daniel O. Hirsch, Secretary
January 31, 2000
<TABLE> <S> <C>
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<PERIOD-END> SEP-30-1999
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<INVESTMENTS-AT-VALUE> 2,853,339,020
<RECEIVABLES> 57,509,615
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-END> OCT-31-1999
<INVESTMENTS-AT-COST> 2,464,854,322
<INVESTMENTS-AT-VALUE> 2,953,537,940
<RECEIVABLES> 33,763,415
<ASSETS-OTHER> 337,842,879
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,325,144,234
<PAYABLE-FOR-SECURITIES> 14,248,569
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 293,534,831
<TOTAL-LIABILITIES> 307,783,400
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,527,231,632
<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> 490,129,202
<NET-ASSETS> 3,017,360,834
<DIVIDEND-INCOME> 1,285,387
<INTEREST-INCOME> 25,900
<OTHER-INCOME> 108,365
<EXPENSES-NET> 1,743,539
<NET-INVESTMENT-INCOME> (323,887)
<REALIZED-GAINS-CURRENT> (9,960,988)
<APPREC-INCREASE-CURRENT> 146,111,035
<NET-CHANGE-FROM-OPS> 135,826,160
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
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<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 119,504,502
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,609,018
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,057,462
<AVERAGE-NET-ASSETS> 2,932,507,512
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
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<EXPENSE-RATIO> 0.7
</TABLE>
AGREEMENT made as of June 4, 1999 by and between INTERNATIONAL EQUITY
PORTFOLIO, a New York trust (herein called the "Trust") and BANKERS TRUST
COMPANY (herein called the "Investment Adviser").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940;
WHEREAS, the Trust desires to retain the Investment Adviser to render
investment advisory and other services to the Trust with respect to certain of
its series of shares of beneficial interests as may currently exist or be
created in the future (each, a "Fund") as listed on Exhibit A hereto, and the
Investment Adviser is willing to so render such services on the terms
hereinafter set forth;
NOW, THEREFORE, this Agreement
W I T N E S S E T H:
In consideration of the promises and mutual covenants herein contained,
it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Investment Adviser to act
as investment adviser to each Fund for the period and on the terms set forth in
this Agreement. The Investment Adviser accepts such appointment and agrees to
render the services herein set forth for the compensation herein provided.
2. Management. Subject to the supervision of the Board of Trustees of
the Trust, the Investment Adviser will provide a continuous investment program
for the Fund, including investment research and management with respect to all
securities, investments, cash and cash equivalents in the Fund. The Investment
Adviser will determine from time to time what securities and other investments
will be purchased, retained or sold by each Fund. The Investment Adviser will
provide the services rendered by it hereunder in accordance with the investment
objective(s) and policies of each Fund as stated in the Fund's then-current
prospectus and statement of additional information (or the Fund's then current
registration statement on Form N-1A as filed with the Securities and Exchange
Commission (the "SEC") and the then-current offering memorandum if the Fund is
not registered under the Securities Act of 1933, as amended ("1933 Act"). The
Investment Adviser further agrees that it:
(a) will conform with all applicable rules and regulations of
the SEC (herein called the "Rules") and with all applicable provisions of the
1933 Act; as amended, the Securities Exchange Act of 1934, as amended (the "1934
Act"), the Investment Company Act of 1940, as amended (the "1940 Act"); and the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and will, in
addition, conduct
<PAGE>
its activities under this Agreement in accordance with regulations of the Board
of Governors of the Federal Reserve System pertaining to the investment advisory
activities of bank holding companies and their subsidiaries;
(b) will place orders pursuant to its investment
determinations for each Fund either directly with the issuer or with any broker
or dealer selected by it. In placing orders with brokers and dealers, the
Investment Adviser will use its reasonable best efforts to obtain the best net
price and the most favorable execution of its orders, after taking into account
all factors it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the commission, if
any, both for the specific transaction and on a continuing basis. Consistent
with this obligation, the Investment Adviser may, to the extent permitted by
law, purchase and sell portfolio securities to and from brokers and dealers who
provide brokerage and research services (within the meaning of Section 28(e) of
the 1934 Act) to or for the benefit of any fund and/or other accounts over which
the Investment Adviser or any of its affiliates exercises investment discretion.
Subject to the review of the Trust's Board of Trustees from time to time with
respect to the extent and continuation of the policy, the Investment Adviser is
authorized to pay to a broker or dealer who provides such brokerage and research
services a commission for effecting a securities transaction which is in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if the Investment Adviser determines in good faith
that such commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer, viewed in terms of
either that particular transaction or the overall responsibilities of the
Investment Adviser with respect to the accounts as to which it exercises
investment discretion; and
(c) will maintain books and records with respect to the
securities transactions of each Fund and will render to the Trust's Board of
Trustees such periodic and special reports as the Board may request.
3. Services Not Exclusive. The investment advisory services rendered by
the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to render similar services to others so long as
its services under this Agreement are not impaired thereby.
4. Books and Records. In compliance with the requirements of Rule 31a-3
of the Rules under the 1940 Act, the Investment Adviser hereby agrees that all
records which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon
request of the Trust. The Investment Adviser further agrees to preserve for the
periods prescribed by Rule 31 a-2 under the 1940 Act the records required to be
maintained by Rule 31 a-1 under the 1940 Act and to comply in full with the
requirements of Rule 204-2 under the Advisers Act pertaining to
2
<PAGE>
the maintenance of books and records.
5. Expenses. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of purchasing securities (including brokerage
commissions, if any) for the Fund.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Trust will pay the Investment Adviser, and the
Investment Adviser will accept as full compensation therefor, fees, computed
daily and payable monthly, an amount equal to the rate of 0.65% of the
Portfolio's average daily net assets.
7. Limitation of Liability of the Investment Adviser: Indemnification.
(a) The Investment Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered by a Fund in connection
with the matters to which this Agreement relates, except a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Investment Adviser in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement;
(b) Subject to the exceptions and limitations contained in
Section 7(c) below:
(i) the Investment Adviser (hereinafter referred to
as a "Covered Person") shall be indemnified by the respective Fund to the
fullest extent permitted by law, against liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved, as a party or otherwise, by virtue of
his being or having been the Investment Adviser of the Fund, and against amounts
paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or proceedings (civil,
criminal or other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include, without
limitation, attorneys' fees, costs, judgments, amounts paid in settlement,
fines, penalties and other liabilities.
(c) No indemnification shall be provided hereunder to a
Covered Person:
(i) who shall have been adjudicated by a court or
body before which the proceeding was brought (A) to be liable to the Trust or to
one or more Funds' investors by
3
<PAGE>
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office, or (B) not to have acted in
good faith in the reasonable belief that his action was in the best interest of
a Fund; or
(ii) in the event of a settlement, unless there has
been a determination that such Covered Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office;
(A) by the court or other body approving
the settlement; or
(B) by at least a majority of those
Trustees who are neither Interested Persons of the Trust nor are parties to the
matter based upon a review of readily available facts (as opposed to a full
trial-type inquiry); or
(C) by written opinion of independent legal
counsel based upon a review of readily available facts (as opposed to a full
trial-type inquiry); provided, however, that any investor in a Fund may, by
appropriate legal proceedings, challenge any such determination by the Trustees
or by independent counsel.
(d) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be severable, shall
not be exclusive of or affect any other rights to which any Covered Person may
now or hereafter be entitled, shall continue as to a person who has ceased to be
a Covered Person and shall inure to the benefit of the successors and assigns of
such person. Nothing contained herein shall affect any rights to indemnification
to which Trust personnel and any other persons, other than a Covered Person, may
be entitled by contract or otherwise under law.
(e) Expenses in connection with the preparation and
presentation of a defense to any claim, suit or proceeding of the character
described in subsection (b) of this Section 7 may be paid by the Trust on behalf
of the respective Fund from time to time prior to final disposition thereto upon
receipt of an undertaking by or on behalf of such Covered Person that such
amount will be paid over by him to the Trust on behalf of the respective Fund if
it is ultimately determined that he is not entitled to indemnification under
this Section 7; provided, however, that either (i) such Covered Person shall
have provided appropriate security for such undertaking or (ii) the Trust shall
be insured against losses arising out of any such advance payments, or (iii)
either a majority of the Trustees who are neither Interested Persons of the
Trust nor parties to the matter, or independent legal counsel in a written
opinion, shall have determined, based upon a review of readily available facts
as opposed to a trial-type inquiry or full investigation, that there is reason
to believe that such Covered Person will be entitled to indemnification under
this Section 7.
4
<PAGE>
8. Duration and Termination. This Agreement shall be effective as to a
Fund as of the date the Fund commences investment operations after this
Agreement shall have been approved by the Board of Trustees of the Trust with
respect to that Fund and the Investor(s) in the Fund in the manner contemplated
by Section 15 of the 1940 Act and, unless sooner terminated as provided herein,
shall continue until the second anniversary of such date. Thereafter, if not
terminated, this Agreement shall continue in effect as to such Fund for
successive periods of 12 months each, provided such continuance is specifically
approved at least annually (a) by the vote of a majority of those members of the
Board of Trustees of the Trust who are not parties to this Agreement or
Interested Persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval, or (b) by Vote of a Majority of the
Outstanding Voting Securities of the Trust; provided, however, that this
Agreement may be terminated by the Trust at any time, without the payment of any
penalty, by the Board of Trustees of the Trust, by Vote of a Majority of the
Outstanding Voting Securities of the Trust on 60 days' written notice to the
Investment Adviser, or by the Investment Adviser as to the Trust at any time,
without payment of any penalty, on 90 days' written notice to the Trust. This
Agreement will immediately terminate in the event of its assignment (as used in
this Agreement, the terms "Vote of a Majority of the Outstanding Voting
Securities," "Interested Person" and "Assignment' shall have the same meanings
as such terms have in the 1940 Act and the rules and regulatory constructions
thereunder.)
9. Amendment of this Agreement. No material term of this Agreement may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of a material term of this
Agreement shall be effective with respect to a Fund, until approved by Vote of a
Majority of the Outstanding Voting Securities of that Fund.
10. Representations and Warranties. The Investment Adviser hereby
represents and warrants as follows:
(a) The Investment Adviser is exempt from registration under
the 1940 Act:
(b) The Investment Adviser has all requisite authority to
enter into, execute, deliver and perform its obligations under this Agreement;
(c) This Agreement is legal, valid and binding, and
enforceable in accordance with its terms; and
(d) The performance by the Investment Adviser of its
obligations under
5
<PAGE>
this Agreement does not conflict with any law to which it is subject.
11. Covenants. The Investment Adviser hereby covenants and agrees
that, so long as this Agreement shall remain in effect:
(a) The Investment Adviser shall remain either exempt from, or
registered under, the registration provisions of the Advisers Act; and
(b) The performance by the Investment Adviser of its
obligations under this Agreement shall not conflict with any law to which it is
then subject.
12. Notices. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (a) to the Investment Adviser, Mutual Funds Services, 130 Liberty
Street (One Bankers Trust Plaza), New York, New York 10006 or (b) to the Trust,
c/o BT Alex. Brown, Inc., One South Street, Baltimore, Maryland 21202.
13. Waiver. With full knowledge of the circumstances and the effect of
its action, the Investment Adviser hereby waives any and all rights which it may
acquire in the future against the property of any investor in a Fund, other than
shares in that Fund, which arise out of any action or inaction of the Trust
under this Agreement.
14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be governed by the
laws of the State of New York, without reference to principles of conflicts of
law. The Trust is organized under the laws of the State of New York pursuant to
a Declaration of Trust dated December 11, 1991. No Trustee, officer or employee
of the Trust shall be personally bound by or liable hereunder, nor shall resort
be had to their private property for the satisfaction of any obligation or claim
hereunder.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
INTERNATIONAL EQUITY PORTFOLIO
By:/s/ Daniel O. Hirsch
-----------------------
Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST COMPANY
By: /s/ Ross Youngman
------------------------
Name: Ross Youngman
Title: Managing Director
7
EX 99.h
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 31st day of
OCTOBER, 1999 by and between BT INSTITUTIONAL FUNDS, a Massachusetts Business
trust (the "Trust"), INTERNATIONAL EQUITY PORTFOLIO, a New York trust (each a
"Portfolio Trust"), and BANKERS TRUST COMPANY, a New York corporation (the
"Adviser"), with respect to the following:
WHEREAS, the Adviser serves as International Equity Portfolio's
Investment Adviser pursuant to an Investment Advisory Agreement dated June 4,
1999, and the Adviser serves as the Trust's and International Equity Portfolio's
Administrator pursuant to Administration and Services Agreements dated October
28, 1992, as amended October 8, 1997 and April 8, 1992, respectively
(collectively, the "Agreements").
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 the period from October 31, 1999 to March 1, 2001 to the
extent necessary so that the total annual operating expenses
for each of the Trust's series with fiscal year ends of
October 31 (each a "Fund") do not exceed the percentage of
average daily net assets set forth on Exhibit A.
2. Upon the termination of any of the Agreements, this Agreement
shall automatically terminate.
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, as amended (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.
<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.
BT INSTITUTIONAL FUNDS
Attest: /s/Amy M. Olmert By: /s/Daniel O. Hirsch
-------------------------- -----------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
INTERNATIONAL EQUITY PORTFOLIO
Attest: /s/Amy M. Olmert By: /s/Daniel O. Hirsch
-------------------------- -----------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST COMPANY
Attest: /s/Amy M. Olmert By: /s/Ross Youngman
-------------------------- -----------------------------
Name: Amy M. Olmert Name: Ross Youngman
Title: Managing Director
<PAGE>
<TABLE>
<CAPTION>
Exhibit A
Total Fund Operating Expenses
Fund (as a percentage of average daily net assets)
- ---- ---------------------------------------------
<S> <C>
International Equity Fund - Class I 0.95%
International Equity Fund - Class II 1.25%
</TABLE>
EX 99.h.1
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 31st day of
OCTOBER, 1999 by and between BT INVESTMENT FUNDS, a Massachusetts Business trust
(the "Trust"), INTERNATIONAL EQUITY PORTFOLIO and BT INVESTMENT PORTFOLIOS, each
a New York trust (each a "Portfolio Trust"), and BANKERS TRUST COMPANY, a New
York corporation (the "Adviser"), with respect to the following:
WHEREAS, the Adviser serves as International Equity Portfolio's and BT
Investment Portfolios' Investment Adviser pursuant to Investment Advisory
Agreements dated June 4, 1999, and the Adviser serves as the Trust's,
International Equity Portfolio's and BT Investment Portfolios' Administrator
pursuant to Administration and Services Agreements dated October 28, 1992, April
8, 1992 and April 28, 1993, respectively (collectively, the "Agreements").
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 the period from October 31, 1999 to March 1, 2001 to the
extent necessary so that the total annual operating expenses
for each of the Trust's series with fiscal year ends of
October 31 (each a "Fund") do not exceed the percentage of
average daily net assets set forth on Exhibit A.
2. Upon the termination of any of the Agreements, this Agreement
shall automatically terminate.
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, as amended (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.
<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.
BT INVESTMENT FUNDS
Attest: /s/Amy M. Olmert By: /s/Daniel O. Hirsch
-------------------------- -----------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
INTERNATIONAL EQUITY PORTFOLIO
Attest: /s/Amy M. Olmert By: /s/Daniel O. Hirsch
-------------------------- -----------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BT INVESTMENT PORTFOLIOS
Attest: /s/Amy M. Olmert By: /s/Daniel O. Hirsch
-------------------------- -----------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST COMPANY
Attest: /s/Amy M. Olmert By: /s/Ross Youngman
-------------------------- -----------------------------
Name: Amy M. Olmert Name: Ross Youngman
Title: Managing Director
<PAGE>
<TABLE>
<CAPTION>
Exhibit A
Total Fund Operating Expenses
Fund (as a percentage of average daily net assets)
- ---- ---------------------------------------------
<S> <C>
International Equity Fund 1.50%
Latin American Equity Fund 1.90%
Pacific Basin Equity Fund 1.75%
</TABLE>
