1940 Act File No. 811-7774
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 20 ...................................... X
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BT INVESTMENT PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal pursuant Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
Jay S. Neuman, Esquire Copies to: Burton M. Leibert, Esq.
Investors Tower Willkie Farr & Gallagher
Pittsburgh, Pennsylvania 15222-3779 One Citicorp Center
(Name and Address of Agent for Service) 153 East 53rd Street
New York, New York 10022
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Explanatory
This Amendment to the Registrant's Registration Statement on Form N-1A
(the "Registration Statement") has been filed by the Registrant to
Section 8(b) of the Investment Company Act of 1940. However,
beneficial interests in the series of the Registrant are not being
registered under the Securities Act of 1933 (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.
BT Investment Portfolios is comprised of fifteen portfolios. This
Amendment to the Registration Statement relates only to Asset
Management Portfolio II and Asset Management Portfolio III.
ASSET MANAGEMENT PORTFOLIO
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PART A
Responses to Items 1 through 3 and 5A have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to Form N-1A.
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT.
Asset Management Portfolio (the "Portfolio") is a no-load,
diversified, open-end management investment company which was
organized as a trust under the laws of the State of New York on
December 11, 1991.
Beneficial interests in the Portfolio are issued solely in private
placement transactions that do not involve any "public offering"
within the meaning of Section 4(2) of the Securities Act of 1933, as
amended (the "1933 Act"). Investments in the Portfolio may only be
made by investment companies, insurance company separate accounts,
common or commingled trust funds or similar organizations or entities
that are "accredited investors" within the meaning of Regulation D
under the 1933 Act. This Registration Statement does not constitute an
offer to sell, or the solicitation of an offer to buy, any "security"
within the meaning of the 1933 Act.
The investment objective of the Portfolio is to seek high total return
with reduced risk over the long term by allocating investments among
stocks, bonds and short-term instruments. Investments in the Portfolio
are neither insured nor guaranteed by the U.S. government. Investments
in the Portfolio are not deposits or obligations of, or guaranteed or
endorsed by, Bankers Trust Company ("Bankers Trust"), the investment
adviser of the Portfolio, and are not federally insured by the Federal
Deposit Insurance Corporation the Federal Reserve Board or any other
agency.
Additional information about the investment policies of the Portfolio
appears in Part B of this Registration Statement. There can be no
assurance that the investment objective of the Portfolio will be
achieved. The Registrant incorporates by reference information
concerning the Portfolio's investment objective and policies and risk
factors associated with investments in the Portfolio from the sections
entitled "Investment Objective and Policies," "Risk Factors: Matching
the Fund to Your Investment Needs," "Special Information Concerning
Master-Feeder Fund Structure," and "Additional Information" in the BT
Institutional Asset Management Fund's (the "Feeder Fund") prospectus
(the "Feeder Fund Prospectus"). Further information about the risk
factors associated with investments in the Portfolio is incorporated
herein by reference from the section entitled "Appendix" in the Feeder
Fund's Statement of Additional Information (the "Feeder Fund SAI").
ITEM 5. MANAGEMENT OF THE TRUST.
Registrant incorporates by reference information concerning the
management of the Portfolio from the sections entitled "Summary of
Fund Expenses" and "Management of the Trust and Portfolio" in the
Feeder Fund Prospectus.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
The Portfolio is organized as a trust under the laws of the State of
New York. Under the Declaration of Trust, the Trustees are authorized
to issue beneficial interests in the Portfolio. Each investor is
entitled to a vote in proportion to the amount of its investment in
the Portfolio. Investments in the Portfolio may not be transferred,
but an investor may withdraw all or any portion of its investment at
any time at net asset value. Investors in the Portfolio (E.G.,
investment companies, insurance company separate accounts and common
and commingled trust funds) will each be liable for all obligations of
the Portfolio. However, the risk of an investor in the Portfolio
incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance existed and the
Portfolio itself was unable to meet its obligations.
Investments in the Portfolio have no preemptive or conversion rights
and are fully paid and nonassessable, except as set forth below. The
Portfolio is not required and has no current intention to hold annual
meetings of investors, but the Portfolio will hold special meetings of
investors when in the judgment of the Trustees it is necessary or
desirable to submit matters for an investor vote. Changes in
fundamental policies will be submitted to investors for approval.
Investors have under certain circumstances (E.G., upon application and
submission of certain specified documents to the Trustees by a
specified number of investors) the right to communicate with other
investors in connection with requesting a meeting of investors for the
purpose of removing one or more Trustees. Investors also have the
right to remove one or more Trustees without a meeting by a
declaration in writing by a specified number of investors. Upon
liquidation of the Portfolio, investors would be entitled to share pro
rata in the net assets of the Portfolio available for distribution to
investors.
Registrant incorporates by reference additional information concerning
the Portfolio's capital stock from the sections entitled "Net Asset
Value," "Purchase and Redemption of Shares," and "Dividends,
Distributions and Taxes" in the Feeder Fund Prospectus.
Each investor in the Portfolio may add to or reduce its investment in
the Portfolio on each Portfolio Business Day. At the close of business
on each such business day, the value of each investor's beneficial
interest in the Portfolio will be determined by multiplying the net
asset value of the Portfolio by the percentage, effective for that
day, that represents that investor's share of the aggregate beneficial
interests in the Portfolio. Any additions or withdrawals, which are to
be effected as of the close of business on that day, will then be
re-computed as the percentage equal to the fraction (I) the numerator
of which is the value of such investor's investment in the Portfolio
as of the close of business on such day plus or minus, as the case may
be, the amount of any additions to or withdrawals from the investor's
investment in the Portfolio effected on such day, and (ii) the
denominator of which is the aggregate net asset value of the Portfolio
as of the close of business on such day plus or minus, as the case may
be, the amount of the net additions to or withdrawals from the
aggregate investments in the Portfolio by all investors in the
Portfolio. The percentage so determined will then be applied to
determine the value of the investor's interest in the Portfolio as of
the close of business, on the following business day of the Portfolio.
The "net income" of the Portfolio shall consist of (i) all income
accrued, less the amortization of any premium, on the assets of the
Portfolio, less (ii) all actual and accrued expenses of the Portfolio
determined in accordance with generally accepted accounting
principles. Interest income includes discount earned (including both
original issue and market discount) on discount paper accrued ratably
to the date of maturity and any net realized gains or losses on the
assets of the Portfolio. All the net income of the Portfolio is
allocated pro rata among the investors in the Portfolio. The net
income is accrued daily and distributed monthly to the investors in
the Portfolio.
Under the anticipated method of operation of the Portfolio, the
Portfolio will not be subject to any income tax. However, each
investor in the Portfolio will be taxable on its share (as determined
in accordance with the governing instruments of the Portfolio) of the
Portfolio's ordinary income and capital gain in determining its income
tax liability. The determination of such share will be made in
accordance with the Internal Revenue Code of 1986, as amended (the
"Code"), and regulations promulgated thereunder.
It is intended that the Portfolio's assets, income and distributions
will be managed in such a way that an investor in the Portfolio will
be able to satisfy the requirements of Subchapter M of the Code,
assuming that the investor invested all of its assets in the
Portfolio.
ITEM 7. PURCHASE OF SECURITIES BEING OFFERED.
Beneficial interests in the Portfolio are issued solely in
private placement transactions that do not involve any "public
offering" within the meaning of Section 4(2) of the 1933 Act. See
"General
Description of the Registrant" above.
An investment in the Portfolio may be made without a sales charge. All
investments are made at net asset value next determined if an order is
received by the Portfolio by the designated cutoff time for each
accredited investor. The net asset value of the Portfolio is
determined on each Portfolio Business Day.
There is no minimum initial or subsequent investment in the
Portfolio. The Portfolio and Edgewood Services, Inc. ("Edgewood")
reserve the right to cease accepting investments at any time or to
reject any investment order.
Registrant incorporates by reference information concerning the
computation of net asset value and the valuation of the Portfolio's
assets from the sections entitled "Net Asset Value" and "Purchase and
Redemption of Shares" in the Feeder Fund Prospectus.
However, because the Portfolio intends to be as fully invested at all
times as is reasonably practicable in order to enhance the yield on
its assets, investments must be made in federal funds (i.e., monies
credited to the account of the Portfolio's custodian bank by a Federal
Reserve Bank).
The Portfolio may, at its own option, accept securities in payment for
interests. The securities delivered in payment for interests are
valued by the method described under "Purchase Redemption and Pricing
of Securities" in Part B as of the day the Portfolio receives the
securities. This is a taxable transaction to the investor. securities
may be accepted in payment for interests only if they are, in the
judgment of Bankers Trust, appropriate investments for the Portfolio.
In addition, securities accepted in payment for interests must: (i)
meet the investment objective and policies of the Portfolio; (ii) be
acquired by the Portfolio for investment and not for resale; (iii) be
liquid securities which are not restricted as to transfer either by
law or liquidity of market; and (iv) if stock, have a value which is
readily ascertainable as evidenced by a listing on a stock exchange,
over the counter market or by readily available market quotations from
a dealer in such securities. The Portfolio reserves the right to
accept or reject at its own option any and all securities offered in
payment for its interests.
The placement agent for the Portfolio is Edgewood. The principal
business address of Edgewood is Clearing Operations, P.O. Box 897,
Pittsburgh, Pennsylvania 15230-0897.. Edgewood receives no additional
compensation for serving as the placement agent for the Portfolio.
ITEM 8. REDEMPTION OR REPURCHASE.
An investor in the Portfolio may withdraw all or any portion of its
investment at the net asset value next determined if a withdrawal
request in proper form is furnished by the investor to the Portfolio
by the designated cutoff time for each accredited investor. The
proceeds of a withdrawal will be paid by the Portfolio in federal
funds normally on the Portfolio Business Day the withdrawal is
effected, but in any event within seven calendar days following
receipt of the request. The Portfolio reserves the right to pay
redemptions in kind. Unless requested by an investor, the Portfolio
will not make a redemption in kind to the investor, except in
situations where that investor may make redemptions in kind.
Investments in the Portfolio may not be transferred.
The right of any investor to receive payment with respect to any
withdrawal may be suspended or the payment of the withdrawal proceeds
postponed during any period in which the NYSE is closed (other than
weekends or holidays) or trading on the NYSE is restricted or, to the
extent otherwise permitted by the 1940 Act, if an emergency exists.
ITEM 9. PENDING LEGAL PROCEEDINGS.
Not applicable.
ASSET MANAGEMENT PORTFOLIO
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PART B
ITEM 10. COVER PAGE.
Not applicable.
ITEM 11. TABLE OF CONTENTS.
General Information and History 1
Investment Objectives and Policies 1
Management of the Fund 1
Control Persons and Principal Holder of Securities . . 2
Investment Advisory and Other Services 2
Brokerage Allocation and Other Practices 2
Capital Stock and Other Securities 2
Purchase, Redemption and Pricing of Securities Being Offered 3
Tax Status 3
Underwriters 3
Calculation of Performance Data 3
Financial Statements 3
ITEM 12. GENERAL INFORMATION AND HISTORY.
Not applicable.
ITEM 13. INVESTMENT OBJECTIVES AND POLICIES.
Part A of this registration statement contains additional information
about the investment objective and policies of Asset Management
Portfolio (the "Portfolio"). This Part B should only be read in
conjunction with Part A. Registrant incorporates by reference
information concerning the investment policies and limitations of the
Portfolio from the sections entitled "Investment Objective and
Policies" and "Appendix" in the Feeder Fund SAI.
ITEM 14. MANAGEMENT OF THE PORTFOLIO.
Registrant incorporates by reference information concerning the
management of the Portfolio from the section entitled "Management of
the Trust and Portfolio" in the Feeder Fund SAI.
The Portfolio's Declaration of Trust provides that it will indemnify
its Trustees and officers against liabilities and expenses incurred in
connection with litigation in which they may be involved because of
their offices with the Portfolio, unless, as to liability to the
Portfolio or its investors, it is finally adjudicated that they
engaged in wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in their offices, or unless with
respect to any other matter it is finally adjudicated that they did
not act in good faith in the reasonable belief that their actions were
in the best interests of the Portfolio. In the case of settlement,
such indemnification will not be provided unless it has been
determined by a court or other body approving the settlement or other
disposition, or by a reasonable determination, based upon a review of
readily available facts, by vote of a majority of disinterested
Trustees or in a written opinion of independent counsel, that such
officers or Trustees have not engaged in wilful misfeasance, bad
faith, gross negligence or reckless disregard of their duties.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of June 30, 1997, BT Institutional Asset Management Fund and BT
Investment Lifecycle Long Range Fund (each a "Fund") (series of shares
of BT Pyramid Mutual Funds and BT Investment Funds, respectively)
owned 76.80% and 23.20%, respectively, of the value of the outstanding
interests in the Portfolio. Because BT Institutional Asset Management
Fund controls the Portfolio, it may take actions without the approval
of any other investor in the Portfolio.
Each Fund has informed the Portfolio that whenever it is requested to
vote on matters pertaining to the Portfolio, the Fund will, except as
permitted by the SEC, hold a meeting of its shareholders and will cast
its votes as instructed by the Fund's shareholders and in the same
proportion as the votes of the Fund's shareholders. Fund shareholders
who do not vote will not affect the Fund's votes at the Portfolio
meeting. The percentage of the Fund's votes representing Fund
shareholders not voting will be voted by the Trustees or officers of
the Fund in the same proportion as the Fund shareholders who do, in
fact, vote. Whenever a Fund is requested to vote on a matter
pertaining to a Portfolio, the Fund will vote its shares without a
meeting of the Fund shareholders if the proposal, if made with respect
to such Fund, would not require the vote of the Fund shareholders as
long as such action is permissible under applicable statutory and
regulatory requirements. It is anticipated that other registered
investment companies investing in the Portfolio will follow the same
or a similar practice.
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES.
Registrant incorporates by reference information concerning the
investment advisory and other services provided for or on behalf of
the Portfolio from the section entitled "Management of the Trust and
Portfolio" in the Feeder Fund SAI.
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES.
Registrant incorporates by reference information concerning the
brokerage allocation and other practices of the Portfolio from the
section entitled "Investment Objectives and Policies-Portfolio
Transactions and Brokerage Commissions" in the Feeder Fund SAI.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES.
Under the Declaration of Trust, the Trustees are authorized to issue
beneficial interests in the Portfolio. Investors are entitled to
participate pro rata in distributions of taxable income, loss, gain
and credit of the Portfolio. Upon liquidation or dissolution of the
Portfolio, investors are entitled to share pro rata in the Portfolio's
net assets available for distribution to its investors. Investments in
the Portfolio have no preference, preemptive, conversion or similar
rights and are fully paid and nonassessable, except as set forth
below. Investments in the Portfolio may not be transferred.
Certificates representing an investor's beneficial interest in the
Portfolio are issued only upon the written request of an investor.
Each investor is entitled to a vote in proportion to the amount of its
investment in the Portfolio. Investors in the Portfolio do not have
cumulative voting rights, and investors holding more than 50% of the
aggregate beneficial interest in the Portfolio may elect all of the
Trustees if they choose to do so and in such event the other investors
in the Portfolio would not be able to elect any Trustee. The Portfolio
is not required and has no current intention to hold annual meetings
of investors but the Portfolio will hold special meetings of investors
when in the judgment of the Portfolio's Trustees it is necessary or
desirable to submit matters for an investor vote. No material
amendment may be made to the Portfolio's Declaration of Trust without
the affirmative majority vote of investors (with the vote of each
being in proportion to the amount of its investment).
The Portfolio may enter into a merger or consolidation, or sell all or
substantially all of its assets, if approved by the vote of two thirds
of its investors (with the vote of each being in proportion to its
percentage of the beneficial interests in the Portfolio), except that
if the Trustees recommend such sale of assets, the approval by vote of
a majority of the investors (with the vote of each being in proportion
to its percentage of the beneficial interests of the Portfolio) will
be sufficient. The Portfolio may also be terminated (i) upon
liquidation and distribution of its assets if approved by the vote of
two thirds of its investors (with the vote of each being in proportion
to the amount of its investment) or (ii) by the Trustees by written
notice to its investors.
The Portfolio is organized as a trust under the laws of the State of
New York. Investors in the Portfolio will be held personally liable
for its obligations and liabilities, subject, however, to
indemnification by the Portfolio in the event that there is imposed
upon an investor a greater portion of the liabilities and obligations
of the Portfolio than its proportionate beneficial interest in the
Portfolio. The Declaration of Trust also provides that the Portfolio
shall maintain appropriate insurance (for example, fidelity bonding
and errors and omissions insurance) for the protection of the
Portfolio, its investors, Trustees, officers, employees and agents
covering possible tort and other liabilities. Thus, the risk of an
investor incurring financial loss on account of investor liability is
limited to circumstances in which both inadequate insurance existed
and the Portfolio itself was unable to meet its obligations.
The Declaration of Portfolio further provides that obligations of the
Portfolio are not binding upon the Trustees individually but only upon
the property of the Portfolio and that the Trustees will not be liable
for any action or failure to act, but nothing in the Declaration of
Trust protects a Trustee against any liability to which he would
otherwise be subject by reason of wilful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the
conduct of his office.
ITEM 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES.
Beneficial interests in the Portfolio are issued solely in private
placement transactions that do not involve any "public offering"
within the meaning of Section 4(2) of the 1933 Act. See Item 7,
"Purchase of Securities Being Offered" and Item 8, "Redemption or
Repurchase" in Part A of this Registration Statement.
Registrant incorporates by reference information concerning the method
followed by the Portfolio in determining its net asset value and the
timing of such determinations from the section entitled "Valuation of
Securities; Redemptions and Purchases in Kind" in the Feeder Fund SAI.
ITEM 20. TAX STATUS.
Registrant incorporates by reference information concerning the
taxation of the Portfolio from the section entitled "Taxation" in the
Feeder Fund SAI.
It is intended that the Portfolio's assets, income and distributions
will be managed in such a way that an investor in the Portfolio will
be able to satisfy the requirements of Subchapter M of the Code,
assuming that the investor invested all of its assets in the
Portfolio.
There are certain tax issues that may be relevant to only certain of
the investors in the Portfolio. All investors are advised to consult
their own tax advisors as to the tax consequences on an investment in
the Portfolio.
ITEM 21. UNDERWRITERS.
The placement agent for the Portfolio is Edgewood Services, Inc.,
which receives no additional compensation for serving in this
capacity. Investment companies, insurance company separate accounts,
common and commingled trust funds and similar organizations and
entities may continuously invest in the Portfolio.
ITEM 22. CALCULATION OF PERFORMANCE DATA.
Not applicable.
ITEM 23. FINANCIAL STATEMENTS.
The Portfolio's financial statements are hereby incorporated by
reference from the Registrant's Annual Report and have been included
in reliance upon the report of Coopers & Lybrand L.L.P., independent
certified public accountants, as experts in accounting and
auditing.
PART C OTHER INFORMATION
Responses to Items 24(b)(6), 24(b)(10), 24(b)(11), and 24(b)(12) have
been omitted pursuant to paragraph 4 of Instruction F of the General
Instructions to Form N-1A.
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS:
Incorporated by reference to: the Annual Report of BT
Investment Funds dated March 31, 1997 pursuant to Rule 411
under the Securities Act of 1933. (File Nos. 33-62103 and
811-07347);
(b) EXHIBITS:
(l) Declaration of Trust of the Registrant; 3
(i) Fist Amendment to Declaration of Trust; *
(ii) Second Amendment to Declaration of Trust; *
(iii) Third Amendment to Declaration of Trust; *
(iv) Fourth Amendment to Declaration of Trust; *
(v) Fifth Amendment to Declaration of Trust; *
(vi) Sixth Amendment to Declaration of Trust; *
(vii) Conformed copy of Amendment No. 7 to Declaration of
Trust of BT Investment Portfolios; 7
(viii)Conformed copy of Amendment No. 8 to Declaration of
Trust of BT Investment Portfolios; 10
(2) By-Laws of the Registrant; 3
(3) Not Applicable
(4) Not Applicable
(5) (i) Investment Advisory Agreement between the Registrant
and Bankers Trust Company ("Bankers Trust"); 3
(ii) Sub-Investment Advisory Agreement between Bankers
Trust and BT Fund Managers International Limited; 2
(iii) Schedule of fees under Investment Advisory
Agreement; 4
(6) Not Applicable
(7) Not Applicable
(8) Conformed copy of Custodian Agreement between Bankers Trust
Company and BT Investment Portfolios; 11
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* Previously filed.
+ All exhibits have been filed electronically.
2. Incorporated by reference to Amendment No. 3 to Registrant's
Registration Statement as filed with the Commission on
September 20, 1993.
3. Incorporated by reference to Amendment No. 9 to Registrant's
Registration Statement as filed with the Commission on August 1, 1995.
4. Incorporated by reference to Amendment No. 10 to Registrant's
Registration Statement as filed with the Commission on January 1, 1996.
7. Incorporated by reference to Amendment No. 13 to Registrant's
Registration Statement as filed with the Commission on
January 30, 1997.
10. Incorporated by reference to Amendment No. 17 to Registrant's
Registration Statement as filed with the Commission on April 16, 1997.
11. Incorporated by reference to Amendment No. 18 to Registrant's
Registration Statement as filed with the Commission on May 19, 1997.
<PAGE>
(9) Administration and Services Agreement between the
Registrant and Bankers Trust; 1
(i) Conformed Copy of Exclusive Placement Agent
Agreement; 8
(ii) Copy of Exhibit A to Exclusive Placement Agent
Agreement; 8
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) (i) Investment Representation letters of
initial investors; 1
(ii) Investment Representation Letters of Initial
Investors, EAFE(R) Equity Index Portfolio, U.S. Bond Index Portfolio,
Equity 500 Equal Weighted Index Portfolio, Small Cap Index Portfolio; 4
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Financial Data Schedules
(i) Asset Management Portfolio II, Asset Management
Portfolio III; +
(ii) EAFE(R)Equity Index Portfolio, Small Cap Index
Portfolio; 8
(iii) Liquid Assets Portfolio; 9
(iv) Pacific Basin Equity Portfolio, Latin American Equity
Portfolio, Global High Yield Portfolio, Small Cap Portfolio; 7
(v) BT PreservationPlus Portfolio; Not Applicable
(18) Not Applicable
(19) Conformed copy of Power of Attorney; 8
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:
None
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+ All exhibits have been filed electronically.
1. Incorporated by reference to the Registrant's registration statement
on Form N-lA ("Registration Statement") as filed with the Commission
on June 7, 1993.
4. Incorporated by reference to Amendment No. 10 to Registrant's
Registration Statement as filed with the Commission on January 1, 1996.
7. Incorporated by reference to Amendment No. 13 to Registrant's
Registration Statement as filed with the Commission on
January 30, 1997.
8. Incorporated by reference to Amendment No. 15 to Registrant's
Registration Statement as filed with the Commission on
February 28, 1997.
9. Incorporated by reference to Amendment No. 15 to Registrant's
Registration Statement as filed with the Commission on March 19, 1997.
<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
TITLE OF CLASS Number of Record Holders
AS OF JUNE 1, 1997
International Bond Portfolio 1
Latin American Equity Portfolio 2
Pacific Basin Equity Portfolio 2
Global High Yield Securities Portfolio 2
Small Cap Portfolio 2
European Equity Portfolio 1
Liquid Assets Portfolio 1
100% Treasury Portfolio 2
Asset Management Portfolio II 1
Asset Management Portfolio III 1
U.S. Bond Index Portfolio 1
Equity 500 Equal Weighted Index Portfolio 1
Small Cap Index Portfolio 1
EAFE(R) Equity Index Portfolio 1
BT Preservation Plus Portfolio 1
ITEM 27. INDEMNIFICATION; 5
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:
Bankers Trust serves as investment adviser to each Portfolio. Bankers
Trust, a New York banking corporation, is a wholly owned subsidiary of
Bankers Trust New York Corporation. Bankers Trust conducts a variety
of commercial banking and trust activities and is a major wholesale
supplier of financial services to the international institutional
market. To the knowledge of the Trust, none of the directors or
officers of Bankers Trust, except those set forth below, is or has
been at anytime during the past two fiscal years engaged in any other
business, profession, vocation or employment of a substantial nature,
except that certain directors and officers also hold various positions
with and engage in business for Bankers Trust New York Corporation.
Set forth below are the names and principal businesses of the
directors and officers of Bankers Trust who are or during the past two
fiscal years have been engaged in any other business, profession,
vocation or employment of a substantial nature. These persons may be
contacted c/o Bankers Trust Company, 130 Liberty Street, New York, New
York 10006.
George B. Beitzel, International Business Machines Corporation, Old
Orchard Road, Armonk, NY 10504. Director, Bankers Trust Company;
Retired senior vice president and Director, International Business
machines Corporation; Director, Computer Task Group; Director,
Phillips Petroleum Company; Director, Caliber Systems, Inc. (formerly,
Roadway Services Inc.); Director, Rohm and Haas Company; Director, TIG
Holdings; Chairman emeritus of Amherst College; and Chairman of the
Colonial Willimsburg Foundation.
Richard H. Daniel, Bankers Trust Company, 130 Liberty Street, New
York, New York 10006. Vice chairman and chief financial officer,
Bankers Trust Company and Bankers Trust New York Corporation;
Beneficial owner, general partner, Daniel Brothers, Daniel Lingo &
Assoc., Daniel Pelt & Assoc.; Beneficial owner, Rhea C.
Daniel Trust.
5. Incorporated by reference ( to Post-Effective Amendment No. 11
to Registrant's Registration Statement as filed with the Commission on
January 29, 1996.
<PAGE>
Philip A. Griffiths, Bankers Trust Company, 130 Liberty Street, New
York, New York 10006. Director, Institute for Advanced Study;
Director, Bankers Trust Company; Chairman, Committee on Science,
Engineering and Public Policy of the National Academies of Sciences
and Engineering & the Institute of Medicine; and Chairman and member,
Nominations Committee and Committee on Science and Engineering
Indicators, National Science Board; Trustee, North Carolina School of
Science and Mathematics and the Woodward Academy.
William R. Howell, J.C. Penney Company, Inc., P.O. Box 10001,
Plano, TX 75301-0001. Chairman Emeritus, J.C. Penney Company, Inc.;
Director, Bankers Trust Company; Director, Exxon Corporation;
Director, Halliburton Company; Director, Warner-Lambert Corporation;
Director, The Williams Companies, Inc.; and Director, National Retail
Federation.
Vernon E. Jordan, Jr., Akin, Gump, Strauss, Hauer & Feld, LLP, 1333
New Hampshire Ave., N.W., Washington, DC 20036. Senior Partner, Akin,
Gump, Strauss, Hauer & Feld, LLP; Director, Bankers Trust Company;
Director, American Express Company; Director, Dow-Jones, Inc.;
Director, J.C. Penney Company, Inc.; Director, Revlon Group
Incorporated; Director, Ryder System, Inc.; Director, Sara Lee
Corporation; Director, Union Carbide Corporation; Director, Xerox
Corporation; Trustee, Brookings Institution; Trustee, The Ford
Foundation; and Trustee, Howard University.
David Marshall, 130 Liberty Street, New York, New York 10006. Chief
Information Officer and Executive Vice President, Bankers Trust New
York Corporation; Senior Managing Director, Bankers Trust Company.
Hamish Maxwell, Philip Morris Companies Inc., 120 Park Avenue, New
York, NY 10006. Retired Chairman and Chief Executive Officer, Philip
Morris Companies Inc.; Director, Bankers Trust Company; Director, The
News Corporation Limited; Director, Sola International Inc.; and
Chairman, WWP Group pic.
Frank N. Newman, Bankers Trust Company, 130 Liberty Street, New York,
New York 10006. Chairman of the Board, Chief Executive Officer and
President, Bankers Trust New York Corporation and Bankers Trust
Company; Director, Bankers Trust Company; Director, Dow-Jones, Inc.;
and Director, Carnegie Hall.
N.J. Nicholas Jr., 745 Fifth Avenue, New York, NY 10020. Director, Bankers
Trust Company; Director, Boston Scientific Corporation; and Director,
Xerox Corporation.
Russell E. Palmer, The Palmer Group, 3600 Market Street, Suite 530,
Philadelphia, PA 19104. Chairman and Chief Executive Officer of The
Palmer Group; Director, Bankers Trust Company; Director, Allied-Signal
Inc.; Director, Federal Home Loan Mortgage Corporation; Director, GTE
Corporation; Director, The May Department Stores Company; Director,
Safeguard Scientifics, Inc.; and Trustee, University of Pennsylvania.
Donald L. Staheli, Bankers Trust Company, 130 Liberty Street, New
York, New York 10006. Chairman of the Board and Chief Executive
Officer, Continental Grain Company; Director, Bankers Trust Company;
Director, ContiFinancial Corporation; Director, Prudential Life
Insurance Company of America; Director, Fresenius Medical Care, A.g.;
Director, America-China Society; Director, National Committee on
United States-China Relations; Director, New York City Partnership;
Chairman, U.S.-China Business Council; Chairman, Council on Foreign
Relations; Chairman, National Advisor Council of Brigham Young
University's Marriott School of Management; Vice Chairman, The Points
of Light Foundation; and Trustee, American Graduate School of
International Management.
Patricia Carry Stewart, c/o Office of the Secretary, 130 Liberty Street,
New York, NY 10006. Director, Bankers Trust Company; Director, CVS
Corporation; Director, Community Foundation for Palm Beach and
Martin Counties; Trustee Emerita, Cornell University.
George J. Vojta, Bankers Trust Company, 130 Liberty Street, New York,
NY 10006. Vice Chairman, Bankers Trust New York Corporation and
Bankers Trust Company; Director, bankers Trust Company; Director;
Alicorp S.A.; Director; Northwest Airlines; Director, Private Export
Funding Corp.; Director, New York State Banking Board; Director, St.
Lukes-Roosevelt Hospital Center; Partner, New York City Partnership;
and Chairman, Wharton Financial Services Center.
Paul A. Volcker, Bankers Trust Company, 130 Liberty Street, New York,
New York 10006. Director, Bankers Trust Company; Director, American
Stock Exchange; Director, Nestle S.A.; Director, Prudential Insurance
Company; Director, UAL Corporation; Chairman, Group of 30; North
American Chairman, Trilateral Commission; Co-Chairman, Bretton Woods
Committee; Co-Chairman, U.S./Hong Kong Economic Cooperation Committee;
Director, American Council on Germany; Director, Aspen Institute;
Director, Council on Foreign Relations; Director, The Japan Society;
and Trustee, The American Assembly.
Melvin A. Yellin, Bankers Trust Company, 130 Liberty Street, New York,
New York 10006. Senior Managing Director and General Counsel of
Bankers Trust New York Corporation and Bankers Trust Company;
Director, 1136 Tenants Corporation; and Director, ABA Securities
Association.
ITEM 29. PRINCIPAL UNDERWRITERS
a) Edgewood Service, Inc., the placement agent for shares of
the Registrant, also acts as principal underwriter for the following
open-end investment companies: BT Investment Funds, BT Advisor Funds,
BT Pyramid Mutual Funds, BT Institutional Funds, Excelsior
Institutional Trust (formerly, UST Master Funds, Inc.), Excelsior
Tax-Exempt Funds, Inc. (formerly, UST Master Tax-Exempt Funds, Inc.),
Excelsior Institutional Trust, FTI Funds, FundManager Portfolios,
Marketvest Funds, Marketvest Funds, inc. and Old Westbury Funds, Inc.
<TABLE>
<CAPTION>
b)
(1) (2) (3)
<S> <C> <C>
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
Lawrence Caracciolo Director, President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Arthur L. Cherry Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
J. Christopher Donahue Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ronald M. Petnuch Vice President, President and Treasurer
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas P. Schmitt Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Assistant Secretary
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas J. Ward Assistant Secretary, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Kenneth W. Pegher, Jr. Treasurer, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
</TABLE>
(c) None
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS:
Registrant: Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Bankers Trust Company: 130 Liberty Street,
(Investment Adviser, Custodian New York, New York 10006.
and Administrator)
Investors Fiduciary Trust Company: 127 West 10th Street,
(Transfer Agent and Dividend Kansas City, MO 64105.
Distribution Agent)
Edgewood Services, Inc.: Clearing Operations, P.O. Box 897,
(Placement Agent Pittsburgh, Pennsylvania 15230-0897.
and Sub-Administrator)
ITEM 31. MANAGEMENT SERVICES:
Not Applicable
ITEM 32. UNDERTAKINGS
Not Applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of
1940, the Registrant, BT INVESTMENT PORTFOLIOS, has duly caused this
20th amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized in the City of
Pittsburgh and the Commonwealth of Pennsylvania, on the 1st day of
July, 1997.
BT INVESTMENT PORTFOLIOS
By: /s/ Jay S. Neuman
Jay S. Neuman, Secretary
July 1, 1997
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<NAME> BT INVESTMENT PORTFOLIOS
<SERIES>
<NUMBER> 3
<NAME> BT ASSET MANAGEMENT II PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 61069590
<INVESTMENTS-AT-VALUE> 62346018
<RECEIVABLES> 2836700
<ASSETS-OTHER> 516454
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 65699172
<PAYABLE-FOR-SECURITIES> 3694962
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 228283
<TOTAL-LIABILITIES> 3923245
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 60962522
<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> 813405
<NET-ASSETS> 61775927
<DIVIDEND-INCOME> 390307
<INTEREST-INCOME> 2167887
<OTHER-INCOME> 0
<EXPENSES-NET> 343116
<NET-INVESTMENT-INCOME> 2215078
<REALIZED-GAINS-CURRENT> 4207235
<APPREC-INCREASE-CURRENT> (257947)
<NET-CHANGE-FROM-OPS> 6164366
<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> 10376379
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 371709
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 454707
<AVERAGE-NET-ASSETS> 57184485
<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> 60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<NAME> BT INVESTMENT PORTFOLIOS
<SERIES>
<NUMBER> 4
<NAME> BT ASSET MANAGEMENT III PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 34529855
<INVESTMENTS-AT-VALUE> 34359563
<RECEIVABLES> 1923286
<ASSETS-OTHER> 316639
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 36599488
<PAYABLE-FOR-SECURITIES> 3933932
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 124020
<TOTAL-LIABILITIES> 4057952
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 32945293
<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> (403757)
<NET-ASSETS> 32541536
<DIVIDEND-INCOME> 104698
<INTEREST-INCOME> 1517015
<OTHER-INCOME> 0
<EXPENSES-NET> 185843
<NET-INVESTMENT-INCOME> 1435870
<REALIZED-GAINS-CURRENT> 1896802
<APPREC-INCREASE-CURRENT> (778720)
<NET-CHANGE-FROM-OPS> 2553952
<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> 3672871
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 201330
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 255674
<AVERAGE-NET-ASSETS> 30973083
<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> 60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
