As filed with the Securities and Exchange Commission on April 16, 1997
File No. 811-07774
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 17
BT INVESTMENT PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)
c/o Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (412) 288-1900
Jay S. Neuman, Esq.
c/o Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Copies to:
Donald W. Smith, Esq. Burton M. Leibert, Esq.
Brian F. McNally, Esq. Willkie Farr & Gallagher
Kirkpatrick & Lockhart LLP One Citicorp Center
1800 Massachusetts Avenue, N.W., 2nd Floor 153 East 53rd Street
Washington, D.C. 20036-1800 New York, New York 10022-4669
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EXPLANATORY NOTE
This Registration Statement on Form N-1A ("Registration Statement"), as
amended, has been filed by the Registrant pursuant to Section 8(b) of the
Investment Company Act of 1940, as amended (the "1940 Act"). However, beneficial
interests in the series of the Registrant have not been registered under the
Securities Act of 1933, as amended ("1933 Act"), because such interests will be
issued solely in private placement transactions that do not involve any "public
offering" within the meaning of Section 4(2) of the 1933 Act. Investments in the
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" as defined in Regulation D under the
1933 Act. This Registration Statement does not constitute an offer to sell, or
the solicitation of an offer to buy, any beneficial interests in any series of
the Registrant.
Throughout this Registration Statement, information concerning BT
PreservationPlus Portfolio ("PreservationPlus Portfolio"), a newly established
series of the Registrant, is incorporated herein by reference from
Post-Effective Amendment No. 14 to the Registration Statement of BT Pyramid
Mutual Funds (1940 Act File No. 811-06576, EDGAR Accession No.
0000898432-97-000166), which was filed electronically with the Securities and
Exchange Commission ("SEC") on February 25, 1997 (the "Feeder Fund's
Registration Statement"). The Feeder Fund's Registration Statement contains the
prospectus and statement of additional information of BT PreservationPlus Fund
(the "Feeder Fund"), which invests substantially all of its net investable
assets in the PreservationPlus Portfolio.
The sole purpose of this Amendment No. 17 to the Registration Statement
is to reflect the establishment of the BT PreservationPlus Portfolio.
<PAGE>
BT INVESTMENT PORTFOLIOS
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement of BT Investment Portfolios contains the following
documents:
Facing Sheet
Contents of Registration Statement
BT PreservationPlus Portfolio:
-----------------------------
Part A - Prospectus
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
Exhibits
This Registration Statement does not make any changes in the current effective
prospectuses and statements of additional information for the other series of BT
Investment Portfolios.
<PAGE>
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.
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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 pursuant to a Declaration of Trust dated as of March 27,
1993.
Beneficial interests in the Trust are currently divided into fifteen
separate series ("Series"), each having distinct investment objectives and
policies. The following Series are currently operating: Asset Management
Portfolio II, Asset Management Portfolio III, Liquid Assets Portfolio, Small Cap
Portfolio, Global High Yield Securities Portfolio, Latin American Equity
Portfolio, Pacific Basin Equity Portfolio, EAFE[REGISTERED TRADEMARK] Equity
Index Portfolio, and Small Cap Index Portfolio. Only the PreservationPlus
Portfolio is described herein. Beneficial interests in the PreservationPlus
Portfolio are issued solely in private placement transactions that do not
involve any "public offering" within the meaning of Section 4(2) of the 1933
Act. Investments in the PreservationPlus Portfolio may only be made by
investment companies, insurance company separate accounts, common or commingled
trust funds or similar organizations or entities which are "accredited
investors" as defined in Regulation D under the 1933 Act. This Registration
Statement, as amended, 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 PreservationPlus Portfolio is to
provide investors with a high level of current income while seeking to maintain
a stable value per share. The PreservationPlus Portfolio seeks to achieve this
objective by investing in a diversified portfolio of fixed income securities,
money market instruments, futures, options and other instruments, and by
entering into contracts with financial institutions, such as insurance companies
and banks, that are intended to maintain a stable value per share. Investments
in the PreservationPlus Portfolio are neither insured nor guaranteed by the U.S.
Government. Investments in the PreservationPlus Portfolio are not deposits or
obligations of, or guaranteed or endorsed by, Bankers Trust Company ("Bankers
Trust"), the investment adviser of the PreservationPlus 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
PreservationPlus Portfolio appears in Part B. The Registrant incorporates by
reference information concerning the PreservationPlus Portfolio's investment
objective and policies and the risk factors associated with investments in the
PreservationPlus Portfolio from the sections entitled "Investment Principles and
Risks," "Investment Objective and Policies," "Risk Factors and Certain
Securities and Investment Practices," "Special Information Concerning the
Master-Feeder Fund Structure," and "Securities and Investment Practices of the
Portfolio" in the Feeder Fund's prospectus (the "Feeder Fund Prospectus").
Further information about the risk factors associated with investments in the
PreservationPlus Portfolio is incorporated herein by reference from the section
entitled "Appendix" in the Feeder Fund's SAI (the "Feeder Fund SAI").
<PAGE>
ITEM 5. MANAGEMENT OF THE PRESERVATIONPLUS PORTFOLIO.
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Registrant incorporates by reference information concerning the
management of the PreservationPlus Portfolio from "Expense Summary" and
"Management of the Trusts" in the Feeder Fund Prospectus.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
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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
PreservationPlus Portfolio. Each investor is entitled to a vote in proportion to
the amount of its investment in the PreservationPlus Portfolio. Investments in
the PreservationPlus 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 PreservationPlus Portfolio (e.g., investment companies,
insurance company separate accounts and common and commingled trust funds) will
each be liable for all obligations of the PreservationPlus Portfolio. However,
the risk of an investor in the PreservationPlus Portfolio incurring financial
loss on account of such liability is limited to circumstances in which both
inadequate insurance existed and the PreservationPlus Portfolio itself was
unable to meet its obligations.
The Trust currently has fifteen Series and reserves the right to create
additional Series. Each Series will participate equally in the earnings and
assets of the particular Series. Investments in the PreservationPlus Portfolio
have no pre-emptive or conversion rights and are fully paid and non-assessable,
except as set forth below. 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 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 PreservationPlus Portfolio,
investors would be entitled to share pro rata in the net assets of the
PreservationPlus Portfolio available for distribution to investors.
It is anticipated that the Feeder Fund will own approximately 99% of
the PreservationPlus Portfolio's outstanding voting interests when the
PreservationPlus Portfolio commences operations.
Registrant incorporates by reference additional information concerning
the PreservationPlus Portfolio's capital stock from "Other Classes of Shares,"
"Net Asset Value," "Account Information," "Transactions in Fund Shares,"
"Management of the Trusts," "Special Information Concerning the Master--Feeder
Fund Structure," "Additional Information About the Trusts," "Dividends and
Capital Gain Distributions" and "Tax Considerations" in the Feeder Fund
Prospectus.
A-2
<PAGE>
Under the anticipated method of operation of the Trust, the
PreservationPlus 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 INTERESTS IN THE PRESERVATIONPLUS PORTFOLIO.
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Beneficial interests in PreservationPlus 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.
Registrant incorporates by reference information concerning the
computation of net asset value and the valuation of the PreservationPlus
Portfolio's assets from "Transactions in Fund Shares" and "Net Asset Value" in
the Feeder Fund Prospectus. For further information regarding the valuation of
PreservationPlus Portfolio's assets, see Part B, Item 19 of this Registration
Statement.
There is no minimum initial or subsequent investment in the
PreservationPlus Portfolio. The PreservationPlus Portfolio reserves the right to
cease accepting investments at any time or to reject any investment order.
The Trust's placement agent is Edgewood Services, Inc. ("Edgewood"), a
New York corporation and a wholly owned subsidiary of Federated Investors.
Edgewood's principal business address is Clearing Operations, P.O. Box 897,
Pittsburgh, Pennsylvania 15230-0897. Edgewood receives no compensation for
acting as the placement agent for the Trust.
ITEM 8. REDEMPTION OR REPURCHASE.
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Registrant incorporates by reference information concerning redemptions
and repurchases from the section entitled "Transactions in Fund Shares" in the
Feeder Fund Prospectus.
ITEM 9. PENDING LEGAL PROCEEDINGS.
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Not applicable.
A-3
<PAGE>
BT INVESTMENT PORTFOLIOS
PART B
Part B of this Registration Statement should be read only in
conjunction with Part A. Capitalized terms used in this Part B and not otherwise
defined have the meanings given them in Part A.
ITEM 10. COVER PAGE.
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Not applicable.
ITEM 11. TABLE OF CONTENTS.
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PAGE
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General Information and History....................................... B-1
Investment Objectives and Policies ................................. B-1
Management of the Trust.............................................. B-2
Control Persons and Principal Holders of Securities.................... B-2
Investment Management and Other Services................................B-2
Brokerage Allocation and Other Practices................................B-2
Capital Stock and Other Securities...................................B-2
Purchase, Redemption, and Pricing of Securities Being Offered...........B-3
Tax Status ............................................................B-3
Underwriters ...........................................................B-3
Calculation of Performance Data......................................B-4
Financial Statements...................................................B-4
ITEM 12. GENERAL INFORMATION AND HISTORY.
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Not applicable.
ITEM 13. INVESTMENT OBJECTIVES AND POLICIES.
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Part A contains additional information about the investment objective
and policies of the PreservationPlus Portfolio series of the Trust. Registrant
incorporates by reference information concerning the investment policies and
limitations of the Portfolio from "Investment Objective, Policies and
Restrictions" and "Appendix" in the Feeder Fund SAI.
<PAGE>
ITEM 14. MANAGEMENT OF THE TRUST.
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Registrant incorporates by reference information concerning the
management of the Trust from "Management of the Trusts" in the Feeder Fund SAI.
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
PreservationPlus 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.
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It is anticipated that the Feeder Fund will own approximately 99% of
the interests in the PreservationPlus Portfolio when it commences operations.
Because the Feeder Fund will control the PreservationPlus Portfolio, it may take
actions affecting the PreservationPlus Portfolio without the approval of any
other investor.
The Feeder Fund has informed the PreservationPlus Portfolio that
whenever it is requested to vote on any proposal pertaining to the
PreservationPlus Portfolio, the Feeder Fund will hold a meeting of its
shareholders and will cast its vote proportionately as instructed by its
shareholders. It is anticipated that any other investor in PreservationPlus
Portfolio that is an investment company registered under the 1940 Act will
follow the same or a similar practice.
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES.
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Registrant incorporates by reference information concerning the
investment advisory and other services provided for or on behalf of the
PreservationPlus Portfolio from "Management of the Trusts" and "Organization of
the Trust" 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 PreservationPlus Portfolio from
"Investment Objective, Policies and Restrictions - Portfolio Transactions and
Brokerage Commissions" in the Feeder Fund SAI.
B-2
<PAGE>
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES.
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Under the Declaration of Trust, the Trustees are authorized to issue
beneficial interests in separate Series, including the PreservationPlus
Portfolio. No such Series of the Trust has any preference over any other Series.
Investors in PreservationPlus Portfolio are entitled to participate pro rata in
distributions of taxable income, loss, gain, and credit of the PreservationPlus
Portfolio. Upon liquidation or dissolution of PreservationPlus Portfolio,
investors are entitled to share pro rata in the net assets of PreservationPlus
Portfolio available for distribution to investors. Investments in
PreservationPlus Portfolio have no preference, preemptive, conversion or similar
rights and are fully paid and nonassessable, except as set forth below.
Investments in the PreservationPlus Portfolio may not be transferred.
Each investor in the PreservationPlus Portfolio is entitled to vote in
proportion to the amount of its investment. The PreservationPlus 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 PreservationPlus 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 in the judgment of the Trust's Trustees
it is necessary or desirable to 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 PreservationPlus 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 PreservationPlus Portfolio's
investors (with the vote of each being in proportion to its percentage of the
beneficial interests in the PreservationPlus 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 PreservationPlus Portfolio) will be
sufficient. The PreservationPlus 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.
B-3
<PAGE>
The Trust is organized as a trust under the laws of the State of New
York. Investors in the PreservationPlus 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
PreservationPlus Portfolio or any other series of the Trust are not binding upon
the Trustees individually but only upon the property of the PreservationPlus
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 willful 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 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 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.
ITEM 19. PURCHASE, REDEMPTION, AND PRICING OF SECURITIES BEING OFFERED.
- ----------------------------------------------------------------------
Beneficial interests in the PreservationPlus Portfolio are issued
solely in private placement transactions, which do not involve any "public
offering" within the meaning of Section 4(2) of the Securities Act of 1933, as
amended. See also Item 7, "Purchase of Securities Being Offered" and Item 8,
"Redemption or Repurchase" in Part A of this Registration Statement.
B-4
<PAGE>
Registrant incorporates by reference information concerning the method
followed by the PreservationPlus Portfolio in determining its net asset value
and the timing of such determinations from "Valuation of Assets; Redemptions in
Kind" in the Feeder Fund SAI.
ITEM 20. TAX STATUS.
- --------------------
Registrant incorporates by reference information concerning the
taxation of the PreservationPlus Portfolio from "Taxation" in the Feeder Fund
SAI.
ITEM 21. UNDERWRITERS.
- ----------------------
The Trust's placement agent is Edgewood Services, Inc. ("Edgewood"), a
wholly owned subsidiary of Federated Investors. The principal business address
for Edgewood is Clearing Operations, P.O. Box 897, Pittsburgh, Pennsylvania
15230-0897. Edgewood receives no 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 PreservationPlus Portfolio.
ITEM 22. CALCULATION OF PERFORMANCE DATA.
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Not applicable.
ITEM 23. FINANCIAL STATEMENTS.
- ------------------------------
Not applicable.
B-5
<PAGE>
BT PRESERVATIONPLUS PORTFOLIO
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 - Not applicable.
(b) Exhibits:
1. (a) Declaration of Trust of the Registrant 3/
(b) First Amendment to Declaration of Trust */
(c) Second Amendment to Declaration of Trust */
(d) Third Amendment to Declaration of Trust */
(e) Fourth Amendment to Declaration of Trust */
(f) Fifth Amendment to Declaration of Trust */
(g) Sixth Amendment to Declaration of Trust */
(h) Seventh Amendment to Declaration of Trust 5/
(i) Eighth Amendment to Declaration of Trust 8/
2. By-Laws of the Registrant 3/
3. Voting Trust Agreement - None
4. Instruments Defining the Rights of Holders of the
Registrant's Shares of Beneficial Interest - None
5. (a) Investment Advisory Agreement between BT Investment
Portfolios and Bankers Trust Company 3/
(b) Sub-Investment Advisory Agreement between Bankers
Trust and BT Fund Managers International Limited 2/
(c) Schedule of Fees under Investment Advisory Agreement4/
6. Not applicable.
7. Bonus, Profit Sharing or Pension Plans - None
8. Custodian Agreement (SEE Exhibit 9a)
<PAGE>
9. (a) Administration and Services Agreement between the
Registrant and Bankers Trust 1/
(b) Exclusive Placement Agent Agreement 6/
(c) Exhibit A to Exclusive Placement Agent Agreement 6/
10. Opinion and Consent of Counsel - Not applicable.
11. Consent of Independent Accountants - Not applicable.
12. Financial Statements Omitted from Prospectus - Not
applicable.
13. (a) Investment representation letters of initial
shareholders of the Trust 1/
(b) Investment representation letter 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. Prototype Retirement Plan - None
15. Plan of Distribution Pursuant to Rule 12b-1 - None
16. Schedule for Computation of Performance Quotations - Not
applicable.
17. (a) Financial Data Schedule with respect to Asset
Management Portfolio II and Asset Management Portfolio
III 3/
(b) Financial Data Schedule with respect to U.S. Bond
Index Portfolio, EAFE(R) Equity Index Portfolio and
Small Cap Index Portfolio 6/
(c) Financial Data Schedule with respect to Latin American
Equity Portfolio, Global High Yield Securities
Portfolio, Small Cap Portfolio and Pacific Basis
Equity Portfolio 5/
(d) Financial Data Schedule with respect to Liquid Assets
Portfolio 7/
(e) Financial Data Schedule with respect to BT
PreservationPlus Portfolio - N/A
18. Multiple Class Allocation Plan pursuant to Rule 18f-3 -
None
19. Power of Attorney 6/
C-2
<PAGE>
- ------------------------
*/ Previously filed.
1/ Incorporated by reference herein from the Registrant's Registration
Statement as filed with the SEC on June 7, 1993.
2/ Incorporated by reference herein from Amendment No. 3 to this Registration
Statement as filed with the SEC on September 20, 1993.
3/ Incorporated by reference herein from Amendment No. 9 to this Registration
Statement as filed with the SEC on August 1, 1995.
4/ Incorporated by reference herein from Amendment No. 12 to this
Registration Statement as filed with the SEC on April 24, 1996.
5/ Incorporated by reference herein from Amendment No. 13 to this
Registration Statement as filed with the SEC on January 30, 1997.
6/ Incorporated by reference herein from Amendment No. 15 to this
Registration Statement as filed with the SEC on February 28, 1997.
7/ Incorporated by reference herein from Amendment No. 16 to this
Registration Statement as filed with the SEC on March 19, 1997.
8/ Filed as part of Amendment No. 17 herein.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
- -----------------------------------------------------------------------
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
- -----------------------------------------
NUMBER OF RECORD HOLDERS
TITLE OF CLASS (AS OF FEBRUARY 12, 1997)
-------------- -------------------------
Series of Beneficial Interests
Asset Management Portfolio II 2
Asset Management Portfolio III 2
100% Treasury Portfolio 0
Liquid Assets Portfolio 2
Small Cap Portfolio 3
Global High Yield Securities Portfolio 2
Latin American Equity Portfolio 2
Pacific Basin Equity Portfolio 2
International Bond Portfolio 0
European Equity Portfolio 0
EAFE[REGISTERED TRADEMARK]Equity Index Portfolio 2
Small Cap Index Portfolio 3
Equal Weighted Equity 500 Index Portfolio 0
US Bond Index Portfolio 0
BT PreservationPlus Portfolio 0
C-3
<PAGE>
ITEM 27. INDEMNIFICATION.
- -------------------------
Reference is made to Article V of the Trust's Declaration of Trust,
which is incorporated herein by reference into this Registration Statement.
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 Series. 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 10017.
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
Computer Task Group, Phillips Petroleum Company, Caliber Systems, Inc. (formerly
Roadway Services, Inc.), Rohm and Hass Company and TIG Holdings.
Philip A. Griffiths, Bankers Trust Company, 280 Park Avenue, New York,
New York 10017. Director of Bankers Trust. Also a Director of Institute for
Advanced Study. Chairman, Committee on Science, Engineering and Public Policy of
the National Academies of the Sciences and Engineering and the Institute of
Medicine. Also Chairman and member, Nominations Committee and Committee on
Science and Engineering Indicators, National Science Board.
C-4
<PAGE>
William R. Howell, J.C. Penney Company, Inc., P.O. Box 10001, Plano,
TX 75301-0001. Chairman Emeritus, J.C. Penney Company, Inc. and Director of
Bankers Trust and Bankers Trust New York Corporation. Also a Director of Exxon
Corporation, Halliburton Company, Warner-Lambert Corporation, The Williams
Companies, Inc. and the National Retail Federation.
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., Senior Partner, Akin, Gump, Strauss, Hauer &
Feld, LLP, 1333 New Hampshire Ave., N.W., Washington, D.C. 20036. Director of
Bankers Trust and Bankers Trust New York Corporation. Also a Director of
American Express Company, Dow Jones, Inc., J.C. Penney Company, 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. Retired Chairman and Chief Executive Officer, Philip Morris
Companies Inc. Director of Bankers Trust and Bankers Trust New York Corporation.
Also a Director of The News Corporation Limited and Sola International Inc.
Chairman, WPP Group plc.
Frank N. Newman, Bankers Trust, 280 Park Avenue, New York, NY 10017.
Chairman of the Board, Chief Executive Officer and President of Bankers Trust
and Bankers Trust New York Corporation. Also a Director of Carnegie Hall.
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
Boston Scientific Corporation and Xerox Corporation.
Russell E. Palmer, The Palmer Group, 3600 Market Street, Suite 530,
Philadelphia, PA 19109. 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., Federal Home Loan Mortgage Corporation, GTE
Corporation, The May Department Stores Company and Safeguard Scientifics, Inc.
Donald L. Stahell, Bankers Trust Company, 280 Park Avenue, New York,
NY 10017. Director of Bankers Trust. Chairman of the Board and Chief Executive
Officer, Continental Grain Company. Also a Director of ContiFinancial
Corporation, Prudential Life Insurance Company of America, Fresenius Medical
Care, A.g., and America-China Society.
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. Also a
Director, CVS Corporation and the Community Foundation for Palm Beach and Marin
Counties.
C-5
<PAGE>
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 Alicorp S.A., Northwest Airlines, Private Export
Funding Corp., the New York State Banking Board and St.Lukes-Roosevelt Hospital
Center.
Paul A. Volker, Bankers Trust Company, 280 Park Avenue, New York, NY
10017. Former Chairman and Chief Executive Officer of Wolfensohn & Co., Inc.
Also Director of American Stock Exchange, Nestle S.A., Prudential Insurance
Company and UAL Corporation.
ITEM 29. PRINCIPAL UNDERWRITERS.
- --------------------------------
(a) Edgewood Services, 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 Advisory 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.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Distributor with Registrant
------------------ --------------------- ---------------------
Lawrence Caracciolo Director, President, __
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222--3779
Arthur L. Cherry Director, __
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3770
J. Christopher Donahue Director, __
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Newton Heston, III Vice President, __
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ronald M. Petruch Vice President, President and
Federated Investors Tower Edgewood Services, Inc. Treasurer
Pittsburgh, PA 15222-3779
C-6
<PAGE>
Thomas P. Schmitt Vice President, __
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, __
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Assistant Secretary
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas J. Ward Assistant Secretary, __
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Kenneth W. Pegher, Jr. Treasurer __
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
(c) None.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
- ------------------------------------------
Registrant: Federated Investors Tower
Pittsburgh, PA 15222-3779
Bankers Trust Company: 280 Park Avenue
New York, New York 10017
Investors Fiduciary 127 West 10th Street
Trust Company: Kansas City, MO 64105
Edgewood Services, Inc.: Clearing Operations
P.O. Box 897
Pittsburgh, PA 15230-0897
ITEM 31. MANAGEMENT SERVICES.
- -----------------------------
Not applicable.
ITEM 32. UNDERTAKINGS.
- ----------------------
None.
C-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant, BT Investment Portfolios, has duly caused this
Amendment No. 17 to its Registration Statement on Form N-1A to be signed on its
behalf by the undersigned, thereto duly authorized, in this City of Pittsburgh
and Commonwealth of Pennsylvania, on this 16th day of April, 1997.
BT INVESTMENT PORTFOLIOS
By: /s/ Jay S. Neuman
-------------------------
Jay S. Neuman
Secretary
EXHIBIT 1(i)
AMENDMENT NO. 8 TO DECLARATION OF TRUST
OF BT INVESTMENT PORTFOLIOS
DATED AS OF MARCH 26, 1997
The undersigned, being a majority of the Trustees of BT Investment
Portfolios (the "Trust"), a trust established under the laws of the State of New
York pursuant to a Declaration of Trust dated as of March 27, 1993 (the
"Declaration"), pursuant to the last paragraph of Section 10.4 of the
Declaration, the Trustees hereby amend the series designation appended to the
Declaration of Trust of the Trust in order to redesignate BT RetirementPlus
Portfolio as BT PreservationPlus Portfolio. The series of the Trust shall be as
follows:
Asset Management Portfolio II
Asset Management Portfolio III
BT PreservationPlus Portfolio
Equity 500 Equal Weighted Index Portfolio
E.A.F E.[REGISTERED TRADEMARK] Equity Index Portfolio
European Equity Portfolio
Global High Yield Securities Portfolio
International Bond Portfolio
Latin American Equity Portfolio
Liquid Assets Portfolio
100% Treasury Portfolio
Pacific Basin Equity Portfolio
Small Cap Portfolio
Small Cap Index Portfolio
U.S. Bond Index Portfolio
An Interest (as defined in the Declaration) in each series of the Trust
shall have the relative rights and preferences as are set forth in Sections 6.1
through 6.4 of the Declaration.
IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of March 26, 1997.
--------------------------------
Philip W. Coolidge
As Trustee, and not Individually
/s/ Charles P. Biggar
--------------------------------
Charles P. Biggar
As Trustee, and not Individually
/s/ S. Leland Dill
---------------------------------
S. Leland Dill
As Trustee, and not Individually
/s/ Philip Saunders, Jr.
---------------------------------
Philip Saunders, Jr.
As Trustee, and not Individually
