AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1996
File No. 811-7774
(Liquid Assets Portfolio)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 12
BT INVESTMENT PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)
6 St. James Avenue, Boston, Massachusetts 02116
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 617-423-0800
Philip W. Coolidge, 6 St. James Avenue, Boston, Massachusetts 02116
(Name and Address of Agent for Service)
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EXPLANATORY NOTE
This 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 series of
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's
series may only be made by investment companies, insurance company separate
accounts, common or commingled trust funds or similar organizations or entities
that are "accredited investors" within the meaning of Regulation D under the
1933 Act. The Registration Statement does not constitute an offer to sell, or
the solicitation of an offer to buy, any beneficial interests in any series of
the Registrant.
This Amendment No. 12 (the "Amendment") to the Registration Statement
includes Part A and Part B relating to Liquid Assets Portfolio, a series of the
Registrant, and incorporates by reference herein: Part A and Part B of Amendment
No. 9 relating to Asset Management Portfolio II and Asset Management Portfolio
III; Part A and Part B of Amendment No. 10 relating to U.S. Bond Index
Portfolio, Equity 500 Equal Weighted Index Portfolio, Small Cap Index Portfolio
and EAFE(R) Equity Index Portfolio; and Part A and Part B of Amendment No. 11
relating to Global High Yield Securities Portfolio, Latin American Equity
Portfolio, International Bond Portfolio, European Equity Portfolio, Small Cap
Portfolio and Pacific Basin Equity Portfolio.
The purpose of the Amendment is to update the Registration Statement
with financial information for Liquid Assets Portfolio, as of the series' fiscal
year ended December 31, 1995.
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BT0300F
BT INVESTMENT PORTFOLIOS
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.
BT Investment Portfolios (the "Trust") is a no-load, open-end
management investment company which was organized as a trust under the laws of
the State of New York on March 27, 1993.
Beneficial interests in the Trust are divided into separate series,
each having distinct investment objectives and policies, only one of which,
Liquid Assets Portfolio (the "Portfolio"), is currently active and is described
herein. 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 a high level of
current income to the extent consistent with liquidity and the preservation of
capital. The Portfolio seeks to accomplish this investment objective by
investing primarily in high quality money market instruments. Investments in the
Portfolio are neither insured nor guaranteed by the U.S. Government. Investments
in the Portfolio are not obligations of, or guaranteed by, Bankers Trust Company
("Bankers Trust"), the Trust's investment adviser (the "Adviser") with respect
to the Portfolio, and are not Federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other agency.
The Portfolio will attempt to achieve its investment objective by
investing in the following money market instruments:
BANK OBLIGATIONS. The Portfolio may invest in fixed rate or variable
rate obligations of U.S. or foreign banks which have total assets at the time of
purchase in excess of $1 billion and are rated Prime-1 by Moody's Investors
Service, Inc. ("Moody's") or A-1 or higher by Standard & Poor's Corporation
("S&P") or, if not rated, are believed by Bankers Trust, acting under the
supervision of the Board of Trustees of the Trust, to be of comparable quality.
Bank obligations in which the Portfolio invests include certificates of deposit,
bankers' acceptances, time deposits and other U.S. dollar-denominated
instruments issued or supported by the credit of U.S. or foreign banks. If
Bankers Trust, acting under the supervision of the Board of Trustees of the
Trust, deems the instruments to present minimal credit risk the Portfolio may
invest in
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obligations of foreign banks or foreign branches of U.S. banks, which include
subsidiaries of U.S. banks located in the United Kingdom, Grand Cayman Island,
Nassau, Japan and Canada. Investments in these obligations may entail risks that
are different from those of investments in obligations of U.S. domestic banks
because of differences in political, regulatory and economic systems and
conditions. These risks include future political and economic developments,
currency blockage, the possible imposition of withholding taxes on interest
payments, differing reserve requirements, reporting and recordkeeping
requirements and accounting standards, possible seizure or nationalization of
foreign deposits, difficulty or inability of pursuing legal remedies and
obtaining judgments in foreign courts, possible establishment of exchange
controls or the adoption of other foreign governmental restrictions that might
affect adversely the payment of principal and interest on bank obligations.
Under normal market conditions, the Portfolio will invest more than 25% of its
assets in the foreign and domestic bank obligations described above. The
Portfolio's concentration of its investments in bank obligations will cause the
Portfolio to be subject to the risks peculiar to the domestic and foreign
banking industries to a greater extent than if its investments were not so
concentrated. A description of the ratings set forth above is provided under
Item 13 in Part B.
COMMERCIAL PAPER. The Portfolio may invest in fixed rate or variable
rate commercial paper, including variable rate master demand notes, issued by
U.S. or foreign corporations. Commercial paper when purchased by the Portfolio
must be rated Prime-1 by Moody's or A-1 or higher by S&P or, if not rated, must
be believed by Bankers Trust, acting under the supervision of the Board of
Trustees of the Trust, to be of comparable quality. Any commercial paper issued
by a foreign corporation and purchased by the Portfolio must be U.S.
dollar-denominated and must not be subject to foreign withholding tax at the
time of purchase. Investing in foreign commercial paper generally involves risks
similar to those described above relating to obligations of foreign banks or
foreign branches of U.S. banks.
Variable rate master demand notes are unsecured instruments that permit
the indebtedness thereunder to vary and provide for periodic adjustments in the
interest rate. Because variable rate master demand notes are direct lending
arrangements between the Portfolio and the issuer, they are not normally traded.
Although no active secondary market may exist for these notes, the Portfolio
will purchase only those notes under which it may demand and receive payment of
principal and accrued interest daily or receive payment upon demand or may
resell the note to a third party. While the notes are not typically rated by
credit rating agencies, issuers of variable rate master demand notes must
satisfy Bankers Trust, acting under the supervision of the Board of Trustees,
that the same criteria as set forth above for issuers of commercial paper are
met. In the event an issuer of a variable rate master demand note defaulted on
its payment obligation, the Portfolio might be unable to dispose of the note
because of the absence of a secondary market and could, for this reason or other
reasons, suffer a loss to the extent of the default.
OTHER CORPORATE DEBT OBLIGATIONS. The Portfolio may invest in bonds, notes
and debentures issued by U.S. corporations that at the time of purchase have
outstanding commercial paper meeting the above rating requirements, or if such
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commercial paper is unrated or if no such commercial paper is outstanding, are
rated at least AA by S&P or Aa by Moody's. Such obligations, at the time of
investment, must have or be deemed to have less than 397 days to maturity.
U.S. GOVERNMENT OBLIGATIONS. The Portfolio may invest in obligations
issued or guaranteed by the U.S. Treasury or by agencies or instrumentalities of
the U.S. Government ("U.S. Government Obligations"). Obligations of certain
agencies and instrumentalities of the U.S. Government, such as short-term
obligations of the Government National Mortgage Association, are supported by
the "full faith and credit" of the U.S. Government; others, such as those of the
Export-Import Bank of the U.S., are supported by the right of the issuer to
borrow from the U.S. Treasury; others, such as those of the Federal National
Mortgage Association, are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; and still others, such as those
of the Student Loan Marketing Association, are supported only by the credit of
the instrumentality. No assurance can be given that the U.S. Government would
provide financial support to U.S. Government-sponsored instrumentalities if it
is not obligated to do so by law.
REPURCHASE AGREEMENTS. The Portfolio may engage in repurchase agreement
transactions with banks and governmental securities dealers approved by the
Board of Trustees of the Trust. Under the terms of a typical repurchase
agreement, the Portfolio would acquire an underlying debt obligation of a kind
in which the Portfolio could invest for a relatively short period (usually not
more than one week), subject to an obligation of the seller to repurchase, and
the Portfolio to resell, the obligation at an agreed price and time, thereby
determining the yield during the Portfolio's holding period. This arrangement
results in a fixed rate of return that is not subject to market fluctuations
during the Portfolio's holding period. The value of the underlying securities
will be at least equal at all times to the total amount of the repurchase
obligations, including interest. The Portfolio bears a risk of loss in the event
that the other party to a repurchase agreement defaults on its obligations and
the Portfolio is delayed in or prevented from exercising its rights to dispose
of the collateral securities, including the risk of a possible decline in the
value of the underlying securities during the period in which the Portfolio
seeks to assert these rights. Bankers Trust, acting under the supervision of the
Board of Trustees of the Trust, reviews the creditworthiness of those banks and
dealers with which the Portfolio enters into repurchase agreements and monitors
on an ongoing basis the value of the securities subject to repurchase agreements
to ensure that it is maintained at the required level.
SECURITIES LENDING. The Portfolio is permitted to lend up to 20% of the
total value of its securities to brokers, dealers and other financial
organizations. These loans must be secured continuously by cash or equivalent
collateral or by a letter of credit at least equal to 100% of the current market
value of the securities loaned plus accrued income. By lending its securities,
the Portfolio can increase its income by continuing to receive income on the
loaned securities as well as by the opportunity to receive interest on the
collateral. Any gain or loss in the market price of the borrowed securities
which occurs during the term of the loan inures to the Portfolio and its
investors. In lending securities to brokers, dealers and other organizations,
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the Portfolio is subject to risk which, like those associated with other
extensions of credit, includes delays in recovery and possible loss of rights in
the collateral should the borrower fail financially.
ADDITIONAL INVESTMENT TECHNIQUES. The Portfolio may enter into reverse
repurchase agreements and lend securities held by it to brokers, dealers and
other financial organizations. Loans of securities by the Portfolio, if and when
made, may not exceed 20% of the Portfolio's total assets and will be
collateralized by cash, letters of credit or U.S. Government Obligations that
are maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. See "Investment Objectives and Policies"
in Part B for a more detailed description of reverse repurchase agreements,
participation interests and standby commitments.
PORTFOLIO QUALITY AND MATURITY. The Portfolio will maintain a
dollar-weighted average maturity of 90 days or less. All securities in which the
Portfolio invests will have or be deemed to have remaining maturities of 397
days or less on the date of their purchase, will be denominated in U.S. dollars
and will have been granted the required ratings established herein by two
nationally recognized statistical rating organizations ("NRSRO") (or one such
NRSRO if that NRSRO is the only such NRSRO which rates the security), or if
unrated, are believed by Bankers Trust, under the supervision of the Trust's
Board of Trustees, to be of comparable quality. Currently, there are six rating
agencies which have been designated by the SEC as an NRSRO. These organizations
and their highest short term rating category (which also may be modified by a
"+") are: Duff and Phelps, Inc., D-1; Fitch Investors Services, LP, F-1; Moody's
Investors Service Inc. Prime-1; Standard & Poor's Corp., A-1; IBCA Limited and
IBCA Inc., A-1; Thomson Bank Watch, Inc., TBW-1. A description of all short- and
long-term ratings is provided under Item 13 in Part B. Bankers Trust, acting
under the supervision of and procedures adopted by the Board of Trustees of the
Trust, will also determine that all securities purchased by the Portfolio
present minimal credit risks. Bankers Trust will cause the Portfolio to dispose
of any security as soon as practicable if the security is no longer of the
requisite quality, unless such action would not be in the best interest of the
Portfolio.
ADDITIONAL INVESTMENT LIMITATIONS. The Portfolio's investment
objective, together with the investment restrictions described in this paragraph
and in Part B, except as noted, are "fundamental policies", which means that
they may not be changed without the approval of a "majority of the outstanding
voting securities" (as defined in the Investment Company Act of 1940, as amended
(the "1940 Act")) of the Portfolio. The Portfolio may not invest more than 25%
of its total assets in the securities of issuers in any single industry, except
that, under normal market conditions, more than 25% of the total assets of the
Portfolio will be invested in foreign and domestic bank obligations. As an
operating policy, the Portfolio may not invest more than 5% of its total assets
in the obligations of any one issuer except for U.S. Government Obligations and
repurchase agreements, which may be purchased without limitation. The Portfolio
is also authorized to borrow, including entering into reverse repurchase
transactions, in an amount up to 10% of its total assets for temporary purposes,
but not for leverage, and to pledge its assets to the same extent in connection
with these borrowings. At the time of an investment, the Portfolio's aggregate
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holdings of repurchase agreements having remaining maturities of more than seven
calendar days (or which may not be terminated within seven calendar days upon
notice by the Portfolio), time deposits having remaining maturities of more than
seven calendar days, illiquid securities will not exceed 10% of the Portfolio's
net assets. If changes in the liquidity of certain securities cause the
Portfolio to exceed such 10% limit, the Portfolio will take steps to bring the
aggregate amount of its illiquid securities back below 10% of its net assets as
soon as practicable, unless such action would not be in the best interest of the
Portfolio. Part B contains further information on the Portfolio's investment
restrictions.
The Portfolio follows practices which enable investment companies that
invest in the Portfolio to attempt to seek to maintain a stable share price:
limiting average dollar-weighted maturity of the securities held by the
Portfolio to 90 days or less; buying securities which mature in 397 days or less
as determined under Rule 2a-7 of the 1940 Act; and buying only high quality
securities with minimal credit risks. While the Portfolio invests in high
quality money market securities, investors should be aware that investment in
the Portfolio is not without risk. All money market instruments, including U.S.
Government securities, can change in value when interest rates or an issuer's
creditworthiness changes.
It is expected that the majority of investors in investment companies
that invest in the Portfolio will issue standing orders, effective in the late
afternoon of each day on which an investment company cash balances remaining in
accounts at Bankers Trust. Because the investment company may receive
significant purchase orders late in a Valuation Day, the Portfolio may be unable
to take advantage of suitable investment opportunities on that date. To assist
the Portfolio in remaining fully invested, the Portfolio intends to request that
the SEC grant it an order permitting the Portfolio and Bankers Trust jointly to
enter into repurchase agreements and other investments with non-affiliated
banks, broker-dealers or other issuers with respect to amounts estimated to be
received on any day through the operation of the sweep program. Such investments
will be apportioned between the Portfolio and Bankers Trust in such a manner as
to maximize the investment of cash by the Portfolio. While in the past the SEC
has granted orders permitting similar sweep programs, there is no assurance that
it will continue to do so.
Until such an order is granted, the Portfolio will be unable to engage
in such transactions with Bankers Trust and may have significant uninvested cash
balances at the end of each Valuation Day. Accordingly, Bankers Trust or
Signature Broker-Dealer Services, Inc. ("Signature") has agreed to waive or
reimburse the Portfolio for all operating expenses until the order is granted.
It is expected that these waivers and reimbursements will be sufficient to
offset the impact of the uninvested cash; however it is possible that they may
be insufficient to do so.
ITEM 5. MANAGEMENT OF THE FUND.
The Board of Trustees of the Trust provides broad supervision over the
affairs of the Trust. A majority of the Trust's Trustees are not affiliated with
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the Adviser. As the administrator (the "Administrator"), Bankers Trust
supervises the overall administration of the Trust. The Trust's fund accountant,
transfer agent and custodian is also Bankers Trust.
Bankers Trust, a New York banking corporation with principal offices at
280 Park Avenue, New York, New York 10017, is a wholly-owned subsidiary of
Bankers Trust New York Corporation. Bankers Trust conducts a variety of general
banking and trust activities and is a major wholesale supplier of financial
services to the international and domestic institutional markets. As of December
31, 1995, Bankers Trust New York Corporation was the ninth largest bank holding
company in the United States with total assets of approximately $104 billion.
Bankers Trust is a worldwide merchant bank dedicated to servicing the needs of
corporations, governments, financial institutions and private clients through a
global network of over 120 offices in more than 40 countries. Investment
management is a core business of Bankers Trust, built on a tradition of
excellence from its roots as a trust bank founded in 1903. The scope of Bankers
Trust's investment management capability is unique due to its leadership
positions in both active and passive quantitative management and its presence in
major equity and fixed income markets around the world. Bankers Trust is one of
the nation's largest and most experienced investment managers, with
approximately $200 billion in assets under management globally. Of that total,
in excess of $45 billion are in cash assets alone. This makes Bankers Trust one
of the nation's leading managers of cash funds.
Bankers Trust has more than 50 years of experience managing retirement
assets for the nation's largest corporations and institutions. In the past,
these clients have been serviced through separate account and commingled fund
structures. Now, the BT Family of Funds brings Bankers Trust's extensive
investment management expertise, once available to only the largest institutions
in the U.S., to individual investors. Bankers Trust's officers have had
extensive experience in managing investment portfolios having objectives similar
to that of the Portfolio.
Bankers Trust, subject to the supervision and direction of the Board of
Trustees of the Trust, manages the Portfolio in accordance with the Portfolio's
investment objective and stated investment policies, makes investment decisions
for the Portfolio, places orders to purchase and sell securities and other
financial instruments on behalf of the Portfolio and employs professional
investment managers and securities analysts who provide research services to the
Trust and the Portfolio. All orders for investment transactions on behalf of the
Portfolio are placed by Bankers Trust with broker-dealers and other financial
intermediaries that it selects, including those affiliated with Bankers Trust. A
Bankers Trust affiliate will be used in connection with a purchase or sale of an
investment for the Portfolio only if Bankers Trust believes that the affiliate's
charge for the transaction does not exceed usual and customary levels. The
Portfolio will not invest in obligations for which Bankers Trust or any of its
affiliates is the ultimate obligor or accepting bank. The Portfolio may,
however, invest in the obligations of correspondents and customers of Bankers
Trust. Under its Investment Advisory Agreement with the Trust, Bankers Trust
receives a fee from the Portfolio computed daily and paid monthly at the annual
rate of 0.15% of the average daily net assets of the Portfolio.
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Bankers Trust has been advised by its counsel that, in counsel's
opinion, Bankers Trust currently may perform the services for the Trust
described in this Registration Statement without violation of the Glass-Steagall
Act or other applicable banking laws or regulations. State laws on this issue
may differ from the interpretations of relevant Federal law and banks and
financial institutions may be required to register as dealers pursuant to state
securities law.
Under an administration and services agreement with the Trust, Bankers
Trust calculates the value of the assets of the Portfolio and generally assists
the Board of Trustees of the Trust in all aspects of the administration and
operation of the Trust and the Portfolio. The administration and services
agreement provides for the Trust to pay the Administrator a fee computed daily
and paid monthly at the annual rate of 0.05% of the average daily net assets of
the Portfolio. Under the administration and services agreement, the
Administrator may delegate one or more of its responsibilities to others at its
expense.
The Portfolio bears its own expenses. Operating expenses for the
Portfolio generally consist of all costs not specifically borne by Bankers Trust
or Signature Broker-Dealer Services, Inc. ("Signature"), the Trust's placement
agent and sub-administrator, including investment advisory and administration
and service fees, fees for necessary professional services, the costs associated
with regulatory compliance and maintaining legal existence and investor
relations.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
The Trust 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 separate series of the Trust, such as 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 his 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.
The Trust reserves the right to create and issue a number of series, in
which case investments in each series would participate equally in the earnings
and assets of the particular series. Currently, the Trust has fifteen series:
the Portfolio, Asset Management Portfolio II, Asset Management Portfolio III,
Global High Yield Securities Portfolio, Latin American Equity Portfolio, Small
Cap Portfolio, Pacific Basin Equity Portfolio, European Equity Portfolio,
International Bond Portfolio, U.S. Bond Index Portfolio, EAFE(R) Equity Index
Portfolio, Equity 500 Equal Weighted Index Portfolio, Small Cap Index Portfolio,
Growth and Income Portfolio and 100% Treasury Portfolio.
Investments in the Portfolio have no pre-emptive or conversion rights
and are fully paid and non-assessable, except as set forth below. The Trust is
not
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required and has no current intention to hold annual meetings of investors, but
the Trust 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 percentage of the
aggregate value of the Trust's outstanding interests) 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.
The net asset value of the Portfolio is determined each day on which
the Portfolio is open ("Portfolio Business Day") (and on such other days as are
deemed necessary in order to comply with Rule 22c-1 under the 1940 Act). This
determination is made twice during each such day as of 12:00 noon, New York time
and as of the close of regular trading on the New York Stock Exchange Inc.
("NYSE") which is currently 4:00 p.m., New York time (or in the event that the
NYSE closes early, at the time of such early closing), (each, a "Valuation
Time").
Each investor in the Portfolio may add to or reduce its investment in
the Portfolio on each Portfolio Business Day. At each 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 recomputed as the percentage equal to the fraction (i) the
numerator of which is the value of such investor's investment in the Portfolio
as of the Valuation Time, on such day plus or minus, as the case may be, the
amount of any additions to or withdrawals from the investor's investment in the
Portfolio effected on such day, and (ii) the denominator of which is the
aggregate net asset value of the Portfolio as of the Valuation Time, on such day
plus or minus, as the case may be, the amount of the net additions to or
withdrawals from the aggregate investments in the Portfolio by all investors in
the Portfolio. The percentage so determined will then be applied to determine
the value of the investor's interest in the Portfolio as of the Valuation Time,
on the following business day of the Portfolio.
The net income of the Portfolio shall consist of (i) all income
accrued, less the amortization of any premium, on the assets of the Portfolio,
less (ii) all actual and accrued expenses of the Portfolio determined in
accordance with generally accepted accounting principles ("Net Income").
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
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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 Trust, 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 Trust) 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 Registrant"
above.
An investment in the Portfolio may be made without a sales load. All
investments are made at the 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 securities are valued at amortized cost, which the
Trustees of the Trust have determined in good faith constitutes fair value for
the purposes of complying with the 1940 Act. This valuation method will continue
to be used with respect to the Portfolio until such time as the Trustees of the
Trust determine that it does not constitute fair value for such purposes.
There is no minimum initial or subsequent investment in the Portfolio.
However, because the Portfolio intends to be as fully invested at all times as
is reasonably practicable in order to enhance the yield on its assets,
investments must be made in Federal funds (I.E., monies credited to the account
of the Trust's custodian bank by a Federal Reserve Bank).
The Trust and Signature reserve the right to cease accepting
investments in the Portfolio at any time or to reject any investment order.
The placement agent for the Trust is Signature. The principal business
address of Signature is 6 St. James Avenue, Boston, Massachusetts 02116.
Signature receives no additional compensation for serving as the placement agent
for the Trust.
ITEM 8. REDEMPTION OR REPURCHASE.
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An investor in the Portfolio may withdraw all or any portion of its
investment at the net asset value next determined if a withdrawal request in
proper form is furnished by the investor to the Portfolio by the designated
cutoff time for each accredited investor. The proceeds of a withdrawal will be
paid by the Portfolio in Federal funds normally on the Portfolio Business Day
the withdrawal is effected, but in any event within seven days. The Portfolio
reserves the right to pay redemptions in kind. Investments in the Portfolio may
not be transferred.
The right of any investor to receive payment with respect to any
withdrawal may be suspended or the payment of the withdrawal proceeds postponed
during any period in which the NYSE is closed (other than weekends or holidays)
or trading on such Exchange is restricted, or, to the extent otherwise permitted
by the 1940 Act, if an emergency exists.
ITEM 9. PENDING LEGAL PROCEEDINGS.
Not applicable.
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BT0300F
BT INVESTMENT PORTFOLIOS
PART B
ITEM 10. COVER PAGE.
Not applicable.
ITEM 11. TABLE OF CONTENTS. PAGE
General Information and History . . . . . . . . . . . B-1
Investment Objectives and Policies . . . . . . . . . B-1
Management of the Fund . . . . . . . . . . . . . . . B-9
Control Persons and Principal Holders
of Securities . . . . . . . . . . . . . . . . . B-11
Investment Advisory and Other Services . . . . . . . B-11
Brokerage Allocation and Other Practices . . . . . . B-13
Capital Stock and Other Securities . . . . . . . . . B-14
Purchase, Redemption and Pricing of
Securities Being Offered . . . . . . . . . . . B-16
Tax Status . . . . . . . . . . . . . . . . . . . . . B-17
Underwriters . . . . . . . . . . . . . . . . . . . . B-18
Calculation of Performance Data . . . . . . . . . . . B-18
Financial Statements . . . . . . . . . . . . . . . . B-18
ITEM 12. GENERAL INFORMATION AND HISTORY.
Not applicable.
ITEM 13. INVESTMENT OBJECTIVES AND POLICIES.
Part A contains additional information about the investment objectives
and policies of Liquid Assets Portfolio (the "Portfolio"), a series of BT
Investment Portfolios (the "Trust"). This Part B should only be read in
conjunction with Part A. This section contains supplemental information
concerning the types of securities and other instruments in which the Portfolio
may invest, the investment policies and portfolio strategies that the Portfolio
may utilize and certain risks attendant to those investments, policies and
strategies.
Bank Obligations. For purposes of the Portfolio's investment policies
with respect to bank obligations, the assets of a bank will be deemed to include
the assets of its domestic and foreign branches. Obligations of foreign branches
of U.S. banks and foreign banks may be general obligations of the parent bank in
addition to the issuing bank or may be limited by the terms of a specific
obligation and by government regulation. If Bankers Trust Company ("Bankers
Trust"), the Trust's investment adviser (the "Adviser") with respect to the
Portfolio, acting under the supervision of the Board of Trustees of the Trust,
deems the instruments to present minimal credit risk, the Portfolio may invest
<PAGE>
B-2
in obligations of foreign banks or foreign branches of U.S. banks, which include
banks located in the United Kingdom, Grand Cayman Island, Nassau, Japan and
Canada. Investments in these obligations may entail risks that are different
from those of investments in obligations of U.S. domestic banks because of
differences in political, regulatory and economic systems and conditions. These
risks include future political and economic developments, currency blockage, the
possible imposition of withholding taxes on interest payments, differing reserve
requirements, reporting and recordkeeping requirements and accounting standards,
possible seizure or nationalization of foreign deposits, difficulty or inability
of pursuing legal remedies and obtaining judgments in foreign courts, possible
establishment of exchange controls or the adoption of other foreign governmental
restrictions that might affect adversely the payment of principal and interest
on bank obligations. Foreign branches of U.S. banks and foreign banks may also
be subject to less stringent reserve requirements and to different accounting,
auditing, reporting and recordkeeping standards that those applicable to
domestic branches of U.S. banks.
Commercial Paper. Commercial paper obligations in which the Portfolio
may invest are short-term, unsecured negotiable promissory notes of U.S. or
foreign corporations that at the time of purchase meet the rating criteria
described in the Part A. Investments in foreign commercial paper generally
involve risks similar to those described above relating to obligations of
foreign banks or foreign branches of U.S. banks.
U.S. Government Obligations. The Portfolio may invest in direct
obligations issued by the U.S. Treasury or in obligations issued or guaranteed
by the U.S. Treasury or by agencies or instrumentalities of the U.S. Government
("U.S. Government Obligations"). Certain short-term U.S. Government Obligations,
such as those issued by the Government National Mortgage Association ("GNMA"),
are supported by the "full faith and credit" of the U.S. Government; others,
such as those of the Export-Import Bank of the United States, are supported by
the right of the issuer to borrow from the U.S. Treasury; others, such as those
of the Federal National Mortgage Association are solely the obligations of the
issuing entity but are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; and still others, such as those
of the Student Loan Marketing Association, are supported by the credit of the
instrumentality. No assurance can be given that the U.S. Government would
provide financial support to U.S. Government-sponsored instrumentalities if it
is not obligated to do so by law.
Examples of the types of U.S. Government Obligations that the Portfolio
may hold include, in addition to those described above and direct U.S. Treasury
obligations, the obligations of the Federal Housing Administration, Farmers Home
Administration, Small Business Administration, General Services Administration,
Central Bank for Cooperatives, Federal Farm Credit Banks, Federal Farm Credit
Banks Funding Corp., Federal Home Loan Banks, Federal Home Loan Mortgage
Corporation, Federal Intermediate Credit Banks, Federal Land Banks and Maritime
Administration.
<PAGE>
B-3
Lending of Portfolio Securities. The Portfolio has the authority to
lend portfolio securities to brokers, dealers and other financial organizations.
The Portfolio will not lend securities to Bankers Trust, Signature Broker-Dealer
Services, Inc. ("Signature") or their affiliates. By lending its securities, the
Portfolio can increase its income by continuing to receive interest on the
loaned securities as well as by either investing the cash collateral in
short-term securities or obtaining yield in the form of interest paid by the
borrower when U.S. Government Obligations are used as collateral. There may be
risks of delay in receiving additional collateral or risks of delay in recovery
of the securities or even loss of rights in the collateral should the borrower
of the securities fail financially. The Portfolio will adhere to the following
conditions whenever its securities are loaned: (i) the Portfolio must receive at
least 100% cash collateral or equivalent securities from the borrower; (ii) the
borrower must increase this collateral whenever the market value of the
securities including accrued interest rises above the level of the collateral;
(iii) the Portfolio must be able to terminate the loan at any time; (iv) the
Portfolio must receive reasonable interest on the loan, as well as any
dividends, interest or other distributions on the loaned securities, and any
increase in market value; (v) the Portfolio may pay only reasonable custodian
fees in connection with the loan; and (vi) voting rights on the loaned
securities may pass to the borrower; provided, however, that if a material event
adversely affecting the investment occurs, the Board of Trustees of the Trust
must terminate the loan and regain the right to vote the securities.
Reverse Repurchase Agreements. The Portfolio may borrow funds for
temporary or emergency purposes, such as meeting larger than anticipated
redemption requests, and not for leverage, by among other things, agreeing to
sell portfolio securities to financial institutions such as banks and
broker-dealers and to repurchase them at a mutually agreed date and price (a
"reverse repurchase agreement"). At the time the Portfolio enters into a reverse
repurchase agreement it will place in a segregated custodial account cash, U.S.
Government Obligations or high-grade debt obligations having a value equal to
the repurchase price, including accrued interest. Reverse repurchase agreements
involve the risk that the market value of the securities sold by the Portfolio
may decline below the repurchase price of those securities. Reverse repurchase
agreements are considered to be borrowings by the Portfolio.
Rating Services. The ratings of Moody's Investors Service, Inc.
("Moody's") and Standard & Poor's Corporation ("S&P") represent their opinions
as to the quality of the securities that they undertake to rate. It should be
emphasized, however, that ratings are relative and subjective and are not
absolute standards of quality. Although these ratings are an initial criterion
for selection of portfolio investments, Bankers Trust also makes its own
evaluation of these securities, subject to review by the Board of Trustees of
the Trust. After purchase by the Portfolio, an obligation may cease to be rated
or its rating may be reduced below the minimum required for purchase by the
Portfolio. Neither event would require the Portfolio to eliminate the obligation
from its portfolio, but Bankers Trust will consider such an event in its
determination of whether the Portfolio should continue to hold the obligation. A
description of the ratings categories of Moody's and S&P is set forth below.
<PAGE>
B-4
INVESTMENT RESTRICTIONS
The investment restrictions below have been adopted by the Trust with
respect to the Portfolio as fundamental policies. Under the Investment Company
Act of 1940, as amended (the "1940 Act"), a "fundamental" policy may not be
changed without the vote of a "majority of the outstanding voting securities" of
the Portfolio, which is defined in the 1940 Act as the lesser of (a) 67% or more
of the securities present at a meeting if the holders of more than 50% of the
outstanding securities are present or represented by proxy, or (b) more than 50%
of the outstanding securities. The percentage limitations contained in the
restrictions listed below apply at the time of the purchase of the securities.
As a matter of fundamental policy, the Portfolio may not:
1. Borrow money or mortgage or hypothecate assets of the
Portfolio, except that in an amount not to exceed 1/3 of the current
value of the Portfolio's total assets, it may borrow money as a
temporary measure for extraordinary or emergency purposes and enter
into reverse repurchase agreements or dollar roll transactions, and
except that it may pledge, mortgage or hypothecate not more than 1/3 of
such assets to secure such borrowings (it is intended that money would
be borrowed only from banks and only either to accommodate requests for
the withdrawal of beneficial interests while effecting an orderly
liquidation of portfolio securities or to maintain liquidity in the
event of an unanticipated failure to complete a portfolio security
transaction or other similar situations) or reverse repurchase
agreements, provided that collateral arrangements with respect to
options and futures, including deposits of initial deposit and
variation margin, are not considered a pledge of assets for purposes of
this restriction and except that assets may be pledged to secure
letters of credit solely for the purpose of participating in a captive
insurance company sponsored by the Investment Company Institute; for
additional related restrictions, see clause (i) under the caption
"State and Federal Restrictions" below. (As an operating policy, the
Portfolio may not engage in dollar roll transactions);
2. Underwrite securities issued by other persons except
insofar as the Portfolio may technically be deemed an underwriter under
the Securities Act of 1933, as amended (the "1933 Act"), in selling a
portfolio security;
3. Make loans to other persons except (a) through the lending
of the Portfolio's portfolio securities and provided that any such
loans not exceed 20% of the Portfolio's total assets (taken at market
value), (b) through the use of repurchase agreements or the purchase of
short-term obligations or (c) by purchasing a portion of an issue of
debt securities of types distributed publicly or privately;
4. Purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or interests
therein), interests in oil, gas or mineral leases, commodities or
<PAGE>
B-5
commodity contracts (except futures and option contracts) in the
ordinary course of business (except that the Portfolio may hold and
sell, for the Portfolio's portfolio, real estate acquired as a result
of the Portfolio's ownership of securities);
5. Concentrate its investments in any particular industry
(excluding U.S. Government securities), but if it is deemed appropriate
for the achievement of the Portfolio's investment objective, up to 25%
of its total assets may be invested in any one industry; and
6. Issue any senior security (as that term is defined in the
1940 Act) if such issuance is specifically prohibited by the 1940 Act
or the rules and regulations promulgated thereunder, provided that
collateral arrangements with respect to options and futures, including
deposits of initial deposit and variation margin, are not considered to
be the issuance of a senior security for purposes of this restriction.
STATE AND FEDERAL RESTRICTIONS. In order to comply with certain state
and Federal statutes and policies the Portfolio will not as a matter of
operating policy:
(i) borrow money (including through dollar roll transactions) for any purpose
in excess of 10% of the Portfolio's total assets (taken at cost), except
that the Portfolio may borrow for temporary or emergency purposes up to
1/3 of its assets except that the Portfolio may borrow for temporary or
emergency purposes up to one-third of its total assets;
(ii) pledge, mortgage or hypothecate for any purpose in excess of 10% of the
Portfolio's net assets (taken at market value), provided that collateral
arrangements with respect to options and futures, including deposits of
initial deposit and variation margin, are not considered a pledge of
assets for purposes of this restriction;
(iii) purchase any security or evidence of interest therein on margin, except
that such short-term credit as may be necessary for the clearance of
purchases and sales of securities may be obtained and except that
deposits of initial deposit and variation margin may be made in
connection with the purchase, ownership, holding or sale of futures;
(iv) sell any security which it does not own unless by virtue of its ownership
of other securities it has at the time of sale a right to obtain
securities, without payment of further consideration, equivalent in kind
and amount to the securities sold and provided that if such right is
conditional the sale is made upon the same conditions;
(v) invest for the purpose of exercising control or management;
<PAGE>
B-6
(vi) purchase securities issued by any investment company except by purchase
in the open market where no commission or profit to a sponsor or dealer
results from such purchase other than the customary broker's commission,
or except when such purchase, though not made in the open market, is part
of a plan of merger or consolidation; provided, however, that securities
of any investment company will not be purchased for the Portfolio if such
purchase at the time thereof would cause (a) more than 10% of the
Portfolio's total assets (taken at the greater of cost or market value)
to be invested in the securities of such issuers; (b) more than 5% of the
Portfolio's total assets (taken at the greater of cost or market value)
to be invested in any one investment company; or (c) more than 3% of the
outstanding voting securities of any such issuer to be held for the
Portfolio; and, PROVIDED FURTHER, that the Portfolio -------- -------
shall not invest in any other open-end investment company unless the
Portfolio (1) waives the investment advisory fee with respect to assets
in vested in other open-end investment companies and (2) incurs no sales
charge in connection with the investment (as an operating poliey each
Portfolio will not invest in another open-end registered investment
company);
(vii) invest more than 15% of the Portfolio's net assets (taken at the greater
of cost or market value) in securities that are illiquid or not readily
marketable not including (a) Rule 144A securities that have been
determined to be liquid by the Board of Trustees; and (b) commercial
paper that is sold under section 4(2) of the Securities Act of 1933
which: (i) is not traded flat or in default as to interest or principal;
and (ii) is rated in one of the two highest categories by at least two
nationally recognized statistical rating organizations and the
Portfolio's (Fund's) Board of Trustees have determined the commercial
paper to be liquid; or (iii) is rated in one of the two highest
categories by one nationally recognized statistical rating agency and the
Portfolio's (Fund's) Board of Trustees have determined that the
commercial paper is equivalent quality and is liquid;
(viii) invest more than 10% of the Portfolio's total assets (taken at the
greater of cost or market value) in securities that are restricted as to
resale under the 1933 Act (other than Rule 144A securities deemed liquid
by the Portfolio's Board of Trustees);
(ix) no more than 5% of the Portfolio's total assets are invested in
securities issued by issuers which (including predecessors) have been in
operation less than three years;
(x) with respect to 75% of the Portfolio's total assets, purchase securities
of any issuer if such purchase at the time thereof would cause the
Portfolio to hold more than 10% of any class of securities of such
issuer, for which purposes all indebtedness of an issuer shall be deemed
a single class and all preferred stock of an issuer shall be deemed a
single class, except that futures or option contracts shall not be
subject to this restriction;
<PAGE>
B-7
(xi) if the Portfolio is a "diversified" fund with respect to 75% of its
assets, invest more than 5% of its total assets in the securities
(excluding U.S. Government securities) of any one issuer;
(xii) purchase or retain in the Portfolio's portfolio any securities issued by
an issuer any of whose officers, directors, trustees or security holders
is an officer or Trustee of the Portfolio, or is an officer or partner of
the Adviser, if after the purchase of the securities of such issuer for
the Portfolio one or more of such persons owns beneficially more than 1/2
of 1% of the shares or securities, or both, all taken at market value, of
such issuer, and such persons owning more than 1/2 of 1% of such shares
or securities together own beneficially more than 5% of such shares or
securities, or both, all taken at market value;
(xiii) invest more than 5% of the Portfolio's net assets in warrants (valued at
the lower of cost or market)(other than warrants acquired by the
Portfolio as part of a unit or attached to securities at the time of
purchase), but not more than 2% of the Portfolio's net assets may be
invested in warrants not listed on the New York Stock Exchange Inc. (the
"NYSE") or the American Stock Exchange;
(xiv) make short sales of securities or maintain a short position, unless at
all times when a short position is open it owns an equal amount of such
securities or securities convertible into or exchangeable, without
payment of any further consideration, for securities of the same issue
and equal in amount to, the securities sold short, and unless not more
than 10% of the Portfolio's net assets (taken at market value) is
represented by such securities, or securities convertible into or
exchangeable for such securities, at any one time (the Portfolio has no
current intention to engage in short selling);
The Portfolio will comply with the permitted investments and investment
limitations in the securities laws and regulations of all states in which any
registered investment company investing in the Portfolio is registered.
PORTFOLIO TURNOVER. The Portfolio may attempt to increase yields by
trading to take advantage of short-term market variations, which results in
higher portfolio turnover. This policy does not result in higher brokerage
commissions to the Portfolio, however, as the purchases and sales of portfolio
securities are usually effected as principal transactions. The Portfolio's
turnover rate is not expected to have a material effect on its income and is
expected to be zero for regulatory reporting purposes.
<PAGE>
B-8
DESCRIPTION OF RATINGS
Set forth below are descriptions of the ratings of Moody's and S&P,
which represent their opinions as to the quality of the securities which they
undertake to rate. It should be emphasized, however, that ratings are relative
and subjective and are not absolute standards of quality.
DESCRIPTION OF S&P CORPORATE BOND RATINGS:
AAA - Bonds rated AAA have the highest rating assigned by S&P to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.
AA - Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in small degree.
S&P's letter ratings may be modified by the addition of a plus or a
minus sign, which is used to show relative standing within the major categories,
except in the AAA rating category.
DESCRIPTION OF MOODY'S CORPORATE BOND RATINGS:
Aaa - Bonds which are rated Aaa are judged to be the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
Moody's applies the numerical modifiers 1, 2 and 3 to each generic
rating classification from Aa through B. The modifier 1 indicates that the
security ranks in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks
in the lower end of its generic rating category.
DESCRIPTION OF S&P COMMERCIAL PAPER RATINGS:
Commercial paper rated A-1 by S&P indicates that the degree of safety
regarding timely payment is either overwhelming or very strong. Those issues
determined to possess overwhelming safety characteristics are denoted A-1+.
DESCRIPTION OF MOODY'S COMMERCIAL PAPER RATINGS:
The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Issuers rated Prime-1 (or related supporting institutions) are
<PAGE>
B-9
considered to have a superior capacity for repayment of short-term promissory
obligations.
ITEM 14. MANAGEMENT OF THE FUND.
The Board of Trustees is composed of persons experienced in financial
matters who meet throughout the year to oversee the activities of the Portfolio.
In addition, the Trustees review contractual arrangements with companies that
provide services to the Portfolio.
The Trustees and officers of the Trust and their principal occupations
during the past five years are set forth below. Their titles may have varied
during that period. Asterisks indicate that those Trustees and officers are
"interested persons" (as defined in the 1940 Act) of the Trust. Unless otherwise
indicated below, the address of each Trustee and officer is 6 St. James Avenue,
Boston, Massachusetts 02116.
TRUSTEES
PHILIP W. COOLIDGE* (age 44) -- Trustee and President; Chairman, Chief
Executive Officer and President, Signature Financial Group, Inc. ("SFG") (since
December, 1988) and Signature (since April, 1989).
CHARLES P. BIGGAR (age 65) -- Trustee; Retired; Director of Chase/NBW
Bank Advisory Board; Director Batemen, Eichler, Hill Richards Inc.; Formerly
Vice President of International Business Machines and President of the National
Services and the Field Engineering Divisions of IBM. His address is 12 Hitching
Post Lane, Chappaqua, New York 10514.
S. LELAND DILL (age 65) -- Trustee; Retired; Director, Coutts & Company
and Coutts & Co. (U.S.A.) International; Director, Zweig Series Trust; formerly
Partner of KPMG Peat Marwick; Director, Vinters International Company Inc.;
General Partner of Pemco (an investment company registered under the 1940 Act).
His address is 5070 North Ocean Drive, Singer Island, Florida 33404.
PHILIP SAUNDERS, JR. (age 60) -- Trustee; Principal, Philip Saunders
Associates (Consulting); former Director of Financial Industry Consulting, Wolf
& Company; President, John Hancock Home Mortgage Corporation; and Senior Vice
President of Treasury and Financial Services, John Hancock Mutual Life Insurance
Company, Inc. His address is 445 Glen Road, Weston, Massachusetts 02193.
OFFICERS
JOHN R. ELDER (age 47) -- Treasurer; Vice President, SFG (since April
1995); Treasurer, Phoenix Family of Mutual Funds (prior to April 1995).
DAVID G. DANIELSON (age 31) -- Assistant Treasurer; Assistant Manager,
SFG (since May, 1991); Graduate Student, Northeastern University (from April,
1990 to March, 1991); Tax Accountant & Systems Analyst, Putnam Companies (prior
to March, 1990).
<PAGE>
B-10
BARBARA M. O'DETTE (age 36) -- Assistant Treasurer; Assistant
Treasurer, SFG (since December, 1988); Assistant Treasurer, Signature (since
April, 1989).
DANIEL E. SHEA (age 33) -- Assistant Treasurer; Assistant Manager, SFG
(since November 1993); Supervisor and Senior Technical Advisor, Putnam
Investments (prior to November 1993).
LINDA T. GIBSON (age 30) -- Assistant Secretary; Vice President, Global
Product Management and Assistant Secretary, SFG (since May, 1992); Assistant
Secretary, Signature (since October, 1992); student, Boston University School of
Law (September, 1989 to May, 1992).
THOMAS M. LENZ (age 37) -- Secretary; Senior Vice President and
Associate General Counsel, SFG (since November, 1989); Assistant Secretary,
Signature (since February, 1991); Attorney, Ropes & Gray (prior to November,
1989).
MOLLY S. MUGLER (age 44) -- Assistant Secretary; Legal Counsel and
Assistant Secretary, SFG (since December, 1988); Assistant Secretary, Signature
(since April, 1989).
ANDRES E. SALDANA (age 33) -- Assistant Secretary; Legal Counsel, SFG
(since November, 1992); Assistant Secretary, Signature (since September, 1993);
Attorney, Ropes & Gray (September, 1990 to November, 1992).
Messrs. Coolidge, Elder, Danielson, Lenz, Saldana and Shea and Mss.
Gibson, Mugler and O'Dette also hold similar positions for other investment
companies for which Signature or an affiliate serves as the principal
underwriter.
No person who is an officer or director of Bankers Trust is an officer
or Trustee of the Portfolio. No director, officer or employee of Signature or
any of its affiliates will receive any compensation from the Portfolio for
serving as an officer or Trustee of the Portfolio. The Portfolio, Cash
Management, Treasury Money, Tax Free Money, NY Tax Free Money, International
Equity, Utility, Equity 500 Index, Short/Intermediate U.S. Government
Securities, Intermediate Tax Free, Capital Appreciation, Asset Management and BT
Investment Portfolios (the "Fund Complex") collectively pay each Trustee who is
not a director, officer or employee of the Adviser, the Administrator or any of
their affiliates an annual fee of $10,000, respectively, per annum plus $1,250,
respectively, per meeting attended and reimburses them for travel and
out-of-pocket expenses.
For the year ended December 31, 1995, the Portfolio accrued Trustees
fees equal to $1,365. Bankers Trust reimbursed the Portfolio for a portion of
its Trustees fees for the period above. See "Investment Advisory and Other
Services:
below.
The Trustees of the Portfolio received the following remuneration from
the Portfolios for the year ended December 31, 1995:
<PAGE>
B-11
TOTAL COMPENSATION
NAME OF PERSON, AGGREGATE COMPENSATION FROM FUND COMPLEX
POSITION FROM PORTFOLIO PAID TO TRUSTEES
Charles P. Biggar, $1,042 $12,500
Trustee of Portfolio
S. Leland Dill, $1,042 $12,500
Trustee of Portfolio
Philip Saunders, Jr. none none
Trustee of Portfolio
The Trust'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
Trust, unless, as to liability to the Trust or the investors in the Portfolio or
any other series of the Trust, 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 Trust. In the case
of settlement, such indemnification will not be provided unless it has been
determined by a court or other body approving the settlement or other
disposition, or by a reasonable determination, based upon a review of readily
available facts, by vote of a majority of disinterested Trustees or in a written
opinion of independent counsel, that such officers or Trustees have not engaged
in wilful misfeasance, bad faith, gross negligence or reckless disregard of
their duties.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of April 15, 1996, Institutional Liquid Assets Fund (the "Fund") (a
series of BT Institutional Funds) owned approximately 100% of the value of the
outstanding interests in the Portfolio. Because the Fund controls the Portfolio,
it may take actions without the approval of any other investor in the Portfolio.
The Fund has informed the Trust 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 16. INVESTMENT ADVISORY AND OTHER SERVICES.
The Adviser manages the assets of the Portfolio pursuant to an
Investment Advisory Agreement (the "Advisory Agreement"). Subject to such
policies as the Board of Trustees of the Trust may determine, the Adviser makes
investment decisions for the Portfolio. Bankers Trust will: (i) act in strict
conformity with the Trust's Declaration of Trust, the 1940 Act and the
Investment Advisors Act of 1940, as the same may from time to time be amended;
(ii) manage the Portfolio in accordance with the Portfolio's investment
objectives, restrictions
<PAGE>
B-12
and policies as stated herein; (iii) make investment decisions for the
Portfolio; and (iv) place purchase and sale orders for securities and other
financial instruments on behalf of the Portfolio.
The Adviser furnishes at its own expense all services, facilities and
personnel necessary in connection with managing the Portfolio's investments and
effecting securities transactions for the Portfolio. The Advisory Agreement will
continue in effect if such continuance is specifically approved at least
annually by the Board of Trustees or by a majority vote of the investors in the
Portfolio (with the vote of each being in proportion to the amount of its
investment), and, in either case, by a majority of the Trust's Trustees who are
not parties to the Advisory Agreement or interested persons of any such party,
at a meeting called for the purpose of voting on the Advisory Agreement.
The Advisory Agreement is terminable with respect to the Portfolio
without penalty on 60 days' written notice by the Portfolio when authorized
either by majority vote of the investors in the Portfolio (with the vote of each
being in proportion to the amount of its investment), or by a vote of a majority
of the Trust's Board of Trustees, or by the Adviser, and will automatically
terminate in the event of its assignment. The Advisory Agreement provides that
neither the Adviser not its personnel shall be liable for any error of judgment
or mistake of law or for any loss arising out of any investment or for any act
or omission in the execution of security transactions for the Portfolio, except
for wilful misfeasance, bad faith or gross negligence or of reckless disregard
of its or their obligations and duties under the Advisory Agreement.
For the period ended December 31, 1995, year ended December 31, 1994
and the period June 7, 1993 (commencement of operations) through December 31,
1993, Bankers Trust earned $127,704, $22,347 and $7,355 in compensation for
investment advisory services provided to the Portfolio. During the same periods,
Bankers Trust reimbursed $178,381, $44,908 and $27,897 to the Portfolio to cover
expenses.
Pursuant to an administration and services agreement (the
"Administration Agreement"), Bankers Trust provides administration services to
the Trust. Under the Administration Agreement, Bankers Trust is obligated on a
continuous basis to provide such administrative services as the Board of
Trustees reasonably deems necessary for the proper administration of the Trust.
Bankers Trust will generally assist in all aspects of the Trust's operations;
supply and maintain the Trust with office facilities, statistical and research
data, data processing services, clerical, accounting, bookkeeping and
recordkeeping services (including without limitation the maintenance of such
books and records as are required under the 1940 Act and the rules thereunder,
except as maintained by other agents of the Trust), internal auditing, executive
and administrative services, and stationery and office supplies; prepare reports
to investors; prepare and file tax returns; supply financial information and
supporting data for reports to and filings with the Securities and Exchange
Commission (the "SEC"); supply supporting documentation for meetings of the
Board of Trustees; provide monitoring reports and assistance regarding
compliance with the Trust's Declaration of Trust, by-laws, investment objectives
and policies and with Federal and state securities laws; arrange for appropriate
insurance coverage;
<PAGE>
B-13
calculate the net asset value, net income and realized capital gains or losses
of the Portfolio; and negotiate arrangements with, and supervise and coordinate
the activities of, agents and others retained by the Trust to supply services to
the Trust and/or the investors in the Portfolio.
Pursuant to a sub-administration agreement (the "Sub-Administration
Agreement"), Signature performs such sub-administration duties for the Trust as
from time to time may be agreed upon by Bankers Trust and Signature. The Sub-
Administration Agreement provides that Signature will receive such compensation
as from time to time may be agreed upon by Signature and Bankers Trust. All such
compensation will be paid by Bankers Trust.
Bankers Trust also provides fund accounting, transfer agency and
custodian services to the Trust and the Portfolio, pursuant to the
Administration Agreement.
For the period ended December 31, 1995, the year ended December 31,
1994 and the period June 7, 1993 (commencement of operations) through December
31, 1993, Bankers Trust earned $42,568, $7,449 and $2,452 for administrative and
other services to the Portfolio. Bankers Trust reimbursed the Portfolio for a
portion of its administrative and services fees for the periods above. See
"Investment Advisory and Other Services" above.
Coopers & Lybrand L.L.P. are the Independent Accountants for the Trust,
providing audit services, tax return preparation, and assistance and
consultation with respect to the preparation of filings with the SEC. The
principal business address of Coopers & Lybrand L.L.P. is 1100 Main, Suite 900,
Kansas City, Missouri 64105.
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES.
Decisions to buy and sell securities and other financial instruments
for the Portfolio are made by Bankers Trust, which also is responsible for
placing these transactions, subject to the overall review of the Board of
Trustees of the Trust. Although investment requirements for the Portfolio are
reviewed independently from those of the other accounts managed by Bankers
Trust, investments of the type the Portfolio may make may also be made by these
other accounts. When the Portfolio or accounts managed by Bankers Trust are
prepared to invest in, or desire to dispose of, the same security or other
financial instrument, available investments or opportunities for sales will be
allocated in a manner believed by Bankers Trust to be equitable to each. In some
cases, this procedure may affect adversely the price paid or received by the
Portfolio or the size of the position obtained or disposed of by the Portfolio.
Purchases and sales of securities on behalf of the Portfolio usually
are principal transactions. These securities are normally purchased directly
from the issuer or from an underwriter or market maker for the securities. The
cost of securities purchased from underwriters includes an underwriting
commission or concession and the prices at which securities are purchased from
and sold to dealers include a dealer's mark-up or mark-down. U.S. Government
Obligations are generally purchased from underwriters or dealers, although
certain newly issued
<PAGE>
B-14
U.S. Government Obligations may be purchased directly from the U.S. Treasury or
from the issuing agency or instrumentality.
Over-the-counter purchases and sales are transacted directly with
principal market makers except in those cases in which better prices and
executions may be obtained elsewhere and principal transactions are not entered
into with persons affiliated with the Portfolio or any other series of the Trust
except pursuant to exemptive rules or orders adopted by the SEC. Under rules
adopted by the SEC, broker-dealers may not execute transactions on the floor of
any national securities exchange for the accounts of affiliated persons, but may
effect transactions by transmitting orders for execution.
In selecting brokers or dealers to execute portfolio transactions on
behalf of the Portfolio, Bankers Trust seeks the best overall terms available.
In assessing the best overall terms available for any transaction, Bankers Trust
will consider the factors it deems relevant, including the breadth of the market
in the investment, the price of the investment, the financial condition and
execution capability of the broker or dealer and the reasonableness of the
commission, if any, for the specific transaction and on a continuing basis. In
addition, Bankers Trust is authorized, in selecting parties to execute a
particular transaction and in evaluating the best overall terms available, to
consider the brokerage, but not research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio
and/or the other accounts over which Bankers Trust or its affiliates exercise
investment discretion. Bankers Trust's fees under its agreements with the Trust
are not reduced by reason of its receiving brokerage services.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES.
Under the Declaration of Trust, the Trustees are authorized to issue
beneficial interests in separate series, such as the Portfolio. No series of the
Trust has any preference over any other series. Investors in the Portfolio 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 net assets of the Portfolio
available for distribution to 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.
Each investor in the Portfolio is entitled to a vote in proportion to
the amount of its investment. The Portfolio and the other series of the Trust
will all vote together in certain circumstances (e.g., election of the Trust's
Trustees and auditors, as required by the 1940 Act and the rules thereunder).
One or more series of the Trust could control the outcome of these votes.
Investors do not have cumulative voting rights, and investors holding more than
50% of the aggregate beneficial interests in the Trust, or in a series as the
case may be, may control the outcome of votes and in such event the other
investors in the Portfolio, or in the series, would not be able to elect any
Trustee. The Trust is not required and has no current intention to hold annual
meetings of investors but the Trust will hold special meetings of investors when
<PAGE>
B-15
in the judgment of the Trust's Trustees it is necessary or desirable to submit
matters for an investor vote. No material amendment may be made to the Trust'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 Trust, with respect to 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 the Portfolio's investors (with the vote of each being
in proportion to its percentage of the beneficial interests in the Portfolio),
except that if the Trustees of the Trust 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 of the Trust by written notice to its
investors.
The Trust is organized as a trust under the laws of the State of New
York. Investors in the Portfolio or any other series of the Trust will be held
personally liable for its obligations and liabilities, subject, however, to
indemnification by the Trust in the event that there is imposed upon an investor
a greater portion of the liabilities and obligations than its proportionate
beneficial interest. The Declaration of Trust also provides that the Trust shall
maintain appropriate insurance (for example, fidelity bonding and errors and
omissions insurance) for the protection of the Trust, 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 Trust itself was unable to meet its obligations with respect to any
series thereof.
The Declaration of Trust further provides that obligations of the
Portfolio or any other series of the Trust are not binding upon the Trustees
individually but only upon the property of the Portfolio or other series of the
Trust, as the case may be, 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.
The Trust reserves the right to create and issue a number of series, in
which case investments in each series would participate 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. Upon liquidation
or dissolution of any series of the Trust, the investors in that series would be
entitled to share PRO RATA in the net assets of that series available for
distribution to investors.
<PAGE>
B-16
ITEM 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED.
Beneficial interests in the Portfolio are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. See "General Description of
Registrant," "Purchase of Securities Being Offered" and "Redemption or
Repurchase" in Part A.
The Portfolio determines its net asset value as of 12:00 noon and 4:00
p.m., New York time, on each day on which the Portfolio is open ("Portfolio
Business Day"), by dividing the value of the Portfolio's net assets (I.E., the
value of its securities and other assets less its liabilities, including
expenses payable or accrued) by the value of the investment of the investors in
the Portfolio at the time the determination is made. (As of the date of this
Registration Statement, the Portfolio is open every weekday except for: (a) the
following holidays: New Year's Day, Martin Luther King Day, Presidents' Day,
Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day,
Thanksgiving Day and Christmas Day and (b) the preceding Friday of the
subsequent Monday when one of the calendar-determined holidays falls on a
Saturday or Sunday, respectively. Purchases and withdrawals will be effected at
the time of determination of net asset value next following the receipt of any
purchase or withdrawal order.
The valuation of the Portfolio's securities is based on their amortized
cost, which does not take into account unrealized capital gains or losses.
Amortized cost valuation involves initially valuing an instrument at its cost
and thereafter assuming a constant amortization to maturity of any discount or
premium, generally without regard to the impact of fluctuating interest rates on
the market value of the instrument. Although this method provides certainty in
valuation, it may result in periods during which value, as determined by
amortized cost, is higher or lower than the price the Portfolio would receive if
it sold the instrument.
The Portfolio's use of the amortized cost method of valuing its
securities is permitted by a rule adopted by the SEC. The Portfolio will also
maintain a dollar-weighted average portfolio maturity of 90 days or less,
purchase only instruments having remaining maturities of two years or less and
invest only in securities determined by or under the supervision of the Board of
Trustees to be of high quality with minimal credit risks.
Pursuant to the rule, the Board of Trustees of the Trust also has
established procedures designed to allow investors in the Portfolio to
stabilize, to the extent reasonably possible, the investors' price per share as
computed for the purpose of sales and redemptions. These procedures include
review of the Portfolio's holdings by the Trust's Board of Trustees, at such
intervals as it deems appropriate, to determine whether the value of the
Portfolio's assets calculated by using available market quotations or market
equivalents deviates from such valuation based on amortized cost.
The rule also provides that the extent of any deviation between the
value of the Portfolio's assets based on available market quotations or market
<PAGE>
B-17
equivalents and such valuation based on amortized cost must be examined by the
Trust's Board of Trustees. In the event the Board of Trustees determines that a
deviation exists that may result in material dilution or other unfair results to
investors, pursuant to the rule, the Trust's Board of Trustees must cause the
Portfolio to take such corrective action as the Board of Trustees regards as
necessary and appropriate, including: selling portfolio instruments prior to
maturity to realize capital gains or losses or to shorten average portfolio
maturity; paying distributions from capital or capital gains; redeeming
interests in kind; or valuing the Portfolio's assets by using available market
quotations.
ITEM 20. TAX STATUS.
The Trust is organized as a trust under New York law. Under the
anticipated method of operation of the Trust, 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 Trust)
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.
The Trust's taxable year-end is December 31. Although, as described
above, the Portfolio will not be subject to Federal income tax, the Trust will
file appropriate income tax returns with respect to the Portfolio.
It is intended that the assets, income and distributions of the
Portfolio 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, specifically investors that are segregated asset accounts and
investors who contribute assets rather than cash to the Portfolio. It is
intended that such segregated asset accounts will be able to satisfy
diversification requirements applicable to them and that such contributions of
assets will not be taxable provided certain requirements are met. Such investors
are advised to consult their own tax advisors as to the tax consequences of an
investment in the Portfolio.
ITEM 21. UNDERWRITERS.
The placement agent for the Trust is Signature, which receives no
additional compensation for serving in this capacity. Investment companies,
insurance company separate accounts, common and commingled trust funds and
similar organizations and entities may continuously invest in the Portfolio.
ITEM 22. CALCULATION OF PERFORMANCE DATA.
Not applicable.
ITEM 23. FINANCIAL STATEMENTS.
<PAGE>
B-18
The following financial statements of the Portfolio dated December 31,
1995 have been filed with the SEC pursuant to Section 30(b) of the 1940 Act and
Rule 30b2-1 thereunder and are hereby incorporated herein by reference.
Statement of Assets and Liabilities, December 31, 1995 Statement of
Operations for the year ended December 31, 1995 Statements of Changes
in Net Assets for the period ended December 31, 1995 and the year ended
December 31, 1994 Financial Highlights: Selected ratios and
supplemental data for the periods presented Schedule of Portfolio
Investments, December 31, 1995 Notes to Financial Statements Report of
Independent Accountants
<PAGE>
BT0300F
BT INVESTMENT PORTFOLIOS
Liquid Assets Portfolio, Asset Management Portfolio II,
Asset Management Portfolio III, Latin American Equity Portfolio,
Global High Yield Securities Portfolio, Small Cap Portfolio,
European Equity Portfolio, Pacific Basin Equity Portfolio
U.S. Bond Index Portfolio, EAFE(R) Equity Index Portfolio,
Equity 500 Equal Weighted Index Portfolio, Small Cap Index Portfolio,
100% Treasury Portfolio and International Bond Portfolio
PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS
The financial statements called for by this Item are
incorporated by reference to Part B and listed in Item 23
hereof.
(B) EXHIBITS
1. Declaration of Trust of the Registrant.3
2. By-Laws of the Registrant.3
5A. Investment Advisory Agreement between the Registrant and Bankers Trust
Company ("Bankers Trust").3
5B. Sub-Investment Advisory Agreement between Bankers Trust and BT Fund
Managers International Limited.2
9. Administration and Services Agreement between the Registrant and
Bankers Trust.1
13. Investment representation letters of initial investors.1
17A. Financial Data Schedule with respect to Asset Management Portfolio II
and Asset Management Portfolio III.3
17B. Financial Data Schedule with respect to U.S. Bond Index Portfolio,
EAFE(R) Equity Index Portfolio, Equity 500 Equal Weighted Index
Portfolio and Small Cap Index Portfolio.4
17C. Financial Data Schedule with respect to Latin American Equity
Portfolio, Global High Yield Securities Portfolio, Small Cap Portfolio
and Pacific Basin Equity Portfolio.5
17D. Financial Data Schedule with respect to Liquid Assets Portfolio.6
1Incorporated by reference to the Registrant's Registration Statement
as filed with the Commission on June 7, 1993.
2Incorporated by reference to Amendment No. 3 to the Registrant's
Registration Statement as filed with the Commission on September 20,
1993.
3Incorporated by reference to Amendment No. 9 as filed with the
Commission on August 1, 1995.
4Incorporated by reference to Amendment No. 10 as filed with the
Commission on January 12, 1996.
5Incorporated by reference to Amendment No. 11 as filed with the
Commission on January 29, 1996.
6Filed herewith.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
(AS OF APRIL 15, 1996)
Series of Beneficial Interests
Liquid Assets Portfolio 2
100% Treasury Portfolio 0
Asset Management Portfolio II 1
Asset Management Portfolio III 1
Global High Yield Securities Portfolio 1
Latin American Equity Portfolio 1
Small Cap Portfolio 1
European Equity Portfolio 0
Pacific Basin Equity Portfolio 1
International Bond Portfolio 0
U.S. Bond Index Portfolio 1
EAFE(R)Equity Index Portfolio 1
Equity 500 Equal Weighted Index Portfolio 1
Small Cap Index Portfolio 1
ITEM 27. INDEMNIFICATION.
Reference is hereby made to Article V of the Registrant's Declaration
of Trust, filed as an Exhibit herewith.
The Trustees and officers of the Registrant and the personnel of the
Registrant's administrator are insured under an errors and omissions liability
insurance policy. The Registrant and its officers are also insured under the
fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940.
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 any time 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, 280 Park Avenue, New York, New York 10015.
NAME AND PRINCIPAL BUSINESS ADDRESS, PRINCIPAL OCCUPATION AND OTHER INFORMATION
George B. Beitzel, International Business Machines Corporation, Old Orchard
Road, Armonk, NY 10504. Retired Senior Vice President and Director, Member
of Advisory Board of International Business Machines Corporation. Director of
Bankers Trust and Bankers Trust New York Corporation. Director of
FlightSafety International, Inc. Director of Phillips Petroleum Company.
Director of Roadway Services, Inc. Director of Rohm and Hass Company.
William R. Howell, J.C. Penney Company, Inc., P.O. Box 10001, Plano, TX
75301-0001. Chairman of the Board and Chief Executive Officer, J.C. Penney
Company, Inc. Director of Bankers Trust and Bankers Trust New York
Corporation. Also a Director of Exxon Corporation, Halliburton Company and
Warner-Lambert Corporation.
Jon M. Huntsman, Huntsman Chemical Corporation, 2000 Eagle Gate Tower, Salt
Lake City, UT 84111. Chairman and Chief Executive Officer, Huntsman Chemical
Corporation, Director of Bankers Trust and Bankers Trust New York
Corporation. Chairman of Constar Corporation, Huntsman Corporation, Huntsman
Holdings Corporation and Petrostar Corporation. President of Autostar
Corporation, Huntsman Polypropylene Corporation and Restar Corporation.
Director of Razzleberry Foods Corporation and Thiokol Corporation. General
Partner of Huntsman Group Ltd., McLeod Creek Partnership and Trustar Ltd.
Vernon E. Jordan, Jr., Akin, Gump, Strauss, Hauer & Feld, LLP, 1333 New
Hampshire Ave., N.W., Washington, DC 20036. Partner, Akin, Gump, Strauss, Hauer
& Feld, LLP. Director of Bankers Trust and Bankers Trust New York Corporation.
Also a Director of American Express Company, Corning Incorporated, Dow Jones,
Inc., J.C. Penney Company, Inc., RJR Nabisco Inc., Revlon Group Incorporated,
Ryder System, Inc., Sara Lee Corporation, Union Carbide Corporation and Xerox
Corporation.
Hamish Maxwell, Philip Morris Companies Inc., 120 Park Avenue, New York, NY
10017. Chairman of the Executive Committee, Philip Morris Companies Inc.
Director of Bankers Trust and Bankers Trust New York Corporation. Director of
The News Corporation Limited.
Donald F. McCullough, Collins & Aikman Corporation, 210 Madison Avenue, New
York, NY 10016. Chairman Emeritus, Collins & Aikman Corporation. Director
of Bankers Trust and Bankers Trust New York Corporation. Director of
Massachusetts Mutual Life Insurance Co. and Melville Corporation.
N.J. Nicholas Jr., 745 Fifth Avenue, New York, NY 10020. Former President,
Co-Chief Executive Officer and Director of Time Warner Inc. Director of
Bankers Trust and Bankers Trust New York Corporation. Also a Director of
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 of Bankers Trust and Bankers Trust New York Corporation. Also
Director of Allied-Signal Inc., Contel Cellular, Inc., Federal Home Loan
Mortgage Corporation, GTE Corporation, Goodyear Tire & Rubber Company, Imasco
Limited, May Department Stores Company and Safeguard Scientifics, Inc.
Member, Radnor Venture Partners Advisory Board.
Didier Pineau-Valencienne, Schneider S.A., 4 Rue de Longchamp, 75116 Paris,
France. Chairman and Chief Executive Officer, Schneider S.A. Director and member
of the European Advisory Board of Bankers Trust and Director of Bankers Trust
New York Corporation. Director of AXA (France) and Equitable Life Assurance
Society of America, Arbed (Luxembourg), Banque Paribas (France), Ciments
Francais (France), Cofibel (Belgique), Compagnie Industrielle de Paris (France),
SIAPAP, Schneider USA, Sema Group PLC (Great Britain), Spie- Batignolles,
Tractebel (Belgique) and Whirlpool. Chairman and Chief Executive Officer of
Societe Parisienne d'Entreprises et de Participations.
Charles S. Sanford, Jr., Bankers Trust Company, 280 Park Avenue, New York, NY
10017. Chairman of the Board of Bankers Trust and Bankers Trust New York
Corporation. Also a Director of Mobil Corporation and J.C. Penney Company,
Inc.
Eugene B. Shanks, Jr., Bankers Trust Company, 280 Park Avenue, New York, NY
10017. President of Bankers Trust and Bankers Trust New York Corporation.
Patricia Carry Stewart, c/o Office of the Secretary, 280 Park Avenue, New
York, NY 10017. Former Vice President, The Edna McConnell Clark Foundation.
Director of Bankers Trust and Bankers Trust New York Corporation. Director,
Borden Inc., Continental Corp. and Melville Corporation.
George J. Vojta, Bankers Trust Company, 280 Park Avenue, New York, NY 10017.
Vice Chairman of the Board of Bankers Trust and Bankers Trust New York
Corporation. Director of Northwest Airlines and Private Export Funding Corp.
ITEM 29. PRINCIPAL UNDERWRITERS.
Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:
NAME ADDRESS
Signature Broker-Dealer 6 St. James Avenue
Services, Inc. Boston, MA 02116
(placement agent)
Bankers Trust Company 280 Park Avenue
(investment adviser, administrator, New York, NY 10017
custodian, transfer agent)
Investors Fiduciary Trust Company 127 West 10th Street
Kansas City, MO 64105
BT Fund Managers International Ltd. Commonwealth Park Building, Level 23
(investment sub-advisor for 367 Collins Street
Pacific Basin Equity Portfolio) Melbourne, Victoria
Australia 32000
ITEM 31. MANAGEMENT SERVICES.
Not applicable.
ITEM 32. UNDERTAKINGS.
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment to its Registration
Statement on Form N-1A to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Boston and Commonwealth of Massachusetts on the
22nd day of April, 1996.
BT INVESTMENT PORTFOLIOS
By /S/ THOMAS M. LENZ
Thomas M. Lenz
Secretary
<PAGE>
INDEX TO EXHIBITS
17. Financial Data Schedule with respect to Liquid Assets Portfolio.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains Summary Financial Information extracted from the Liquid
Asset Porfolio Annual Report dated December 31, 1995 and is qualified in its
entirety by reference to such Annual Report.
</LEGEND>
<CIK> 0000906619
<NAME> LIQUID ASSETS PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 1420393102
<INVESTMENTS-AT-VALUE> 1420393102
<RECEIVABLES> 1651593
<ASSETS-OTHER> 59566208
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1481610903
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 21875
<TOTAL-LIABILITIES> 21875
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1481589028
<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> 0
<NET-ASSETS> 1481589028
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4730412
<OTHER-INCOME> 0
<EXPENSES-NET> 8938
<NET-INVESTMENT-INCOME> 4721474
<REALIZED-GAINS-CURRENT> 18254
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4739728
<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> 1468184880
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 127704
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 187319
<AVERAGE-NET-ASSETS> 897184449
<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> 2
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
