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
Amendment No. 24 ...................................... X
BT INVESTMENT PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
(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 fourteen portfolios. This Amendment to
the Registration Statement relates only to Pacific Basin Equity Portfolio, Latin
American Equity Portfolio, Global High Yield Securities Portfolio, and Small Cap
Portfolio.
BT INVESTMENT PORTFOLIOS
GLOBAL HIGH YIELD SECURITIES PORTFOLIO
LATIN AMERICAN EQUITY PORTFOLIO
SMALL CAP PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
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
a distinct investment objectives and policies, four of which, Global High Yield
Securities Portfolio, Latin American Equity Portfolio, Small Cap Portfolio and
Pacific Basin Equity Portfolio (each a "Portfolio" and, collectively, the
"Portfolios") are described herein. Beneficial interests in each 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 Trust 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 each Portfolio is as follows:
GLOBAL HIGH YIELD SECURITIES PORTFOLIO
The Portfolio seeks high current income from investment in a non-diversified
portfolio of high yield, non-investment grade debt securities issued in many of
the world's securities markets. Capital appreciation will be considered when
consistent with the primary investment objective of high current income.
LATIN AMERICAN EQUITY PORTFOLIO
The Portfolio seeks long-term capital appreciation from investments primarily in
the equity securities (or other securities with equity characteristics) of
companies domiciled in, or doing business in, Latin America; the production of
any current income is incidental to this objective.
SMALL CAP PORTFOLIO
The Small Cap Portfolio's investment objective is long-term capital growth; the
production of any current income is secondary to this objective.
PACIFIC BASIN EQUITY PORTFOLIO
The Portfolio seeks long-term capital appreciation from investment primarily in
the equity securities (or other securities with equity characteristics) of
companies domiciled in, or doing business in the Pacific Basin region, other
than Japan; the production of any current income is incidental to this
objective.
Investments in the Portfolios are neither insured nor guaranteed by the U.S.
government. Investments in the Portfolios are not deposits or obligations of, or
guaranteed or endorsed by, Bankers Trust Company ("Bankers Trust") or the
Portfolios, and are not federally insured by the Federal Deposit Insurance
Corporation the Federal Reserve Board or any other agency, and are subject to
investment risk, including the possible loss of principal amount invested.
Additional information about the investment policies of each Portfolio appears
in Part B of this Registration Statement. There can be no assurance that the
investment objectives of the Portfolios will be achieved. The Registrant
incorporates by reference information concerning the Portfolios' investment
objectives and policies and risk factors associated with investments in the
Portfolios from the sections entitled "Investment Objectives and Policies,"
"Risk Factors: Matching the Fund to Your Investment Needs," "Special Information
Concerning Master-Feeder Fund Structure," "Securities and Investment Practices,"
"Additional Information," and "Appendix" in Global High Yield Securities Fund's,
Latin American Equity Fund's, Small Cap Fund's, and Pacific Basin Equity Fund's
(the "Feeder Funds") prospectus ( the "Feeder Funds' Prospectus") . Further
information about the risk factors associated with investments in each Portfolio
is incorporated herein by reference from the section entitled "Appendix" in the
Feeder Funds' Statement of Additional Information (the "Feeder Funds' SAI").
ITEM 5. MANAGEMENT OF THE FUND
Registrant incorporates by reference information concerning the management of
the Portfolios from the sections entitled "Summary of Fund Expenses" and
"Management of the Trust and Portfolios" in the Feeder Funds' Prospectus.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
The Trust was 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. Each investor is entitled to a vote
in proportion to the amount of its investment in each Portfolio. Investments in
the Portfolios 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
Portfolios (e.g., investment companies, insurance company separate accounts and
common and commingled trust funds) will each be liable for all obligations of
each Portfolio. However, the risk of an investor in the Portfolios incurring
financial loss on account of such liability is limited to circumstances in which
both inadequate insurance existed and each 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 earnings and assets
of the particular series. Currently, the Trust has fourteen series: Asset
Management Portfolio II, Asset Management Portfolio III, Liquid Asses Portfolio,
Pacific Basin Equity Portfolio, Latin American Equity Portfolio, Global High
Yield Portfolio, EAFE Equity Index Portfolio, Small Cap Portfolio, Small Cap
Index Portfolio, Equity 500 Equal Weighted Index Portfolio, U.S. Bond Index
Portfolio, BT PreservationPlus Portfolio, International Small Company Equity
Portfolio, and Global Emerging Markets Equity Portfolio.
Investments in the Portfolios 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 a 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 each
Portfolio's capital stock from the sections entitled "Net Asset Value,"
"Purchase and Redemption of Shares," and "Dividends, Distributions and Taxes" in
the Feeder Funds' Prospectus.
Each investor in the Portfolios may add to or reduce its investment in each
Portfolio on each Fund Business Day. At each Valuation Time on each such
business day, the value of each investor's beneficial interest in each Portfolio
will be determined by multiplying the net asset value of a 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 each 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 each 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 each Portfolio effected on
such day, and (ii) the denominator of which is the aggregate net asset value of
each 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 each Portfolio by all investors in each Portfolio. The percentage
so determined will then be applied to determine the value of the investor's
interest in each Portfolio as of the Valuation Time, on the following business
day of each Portfolio.
The net income of each Portfolio shall consist of (i) all income accrued, less
the amortization of any premium, on the assets of each Portfolio, less (ii) all
actual and accrued expenses of each 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 each
Portfolio is allocated pro rata among the investors in each Portfolio. The Net
Income is accrued daily and distributed monthly to the investors in each
Portfolio.
Under the anticipated method of operation of the Portfolios, the Portfolios will
not be subject to any income tax. However, each investor in the Portfolios will
be taxable on its share (as determined in accordance with the governing
instruments of the Portfolio) of the Portfolios' ordinary income and capital
gain in determining its income tax liability. The determination of such share
will be made in accordance with the Code.
It is intended that the Portfolios' assets, income and distributions will be
managed in such a way that an investor in the Portfolios will be able to satisfy
the requirements of Subchapter M of the Code, assuming that the investor
invested all of its assets in the Portfolios.
ITEM 7. PURCHASE OF SECURITIES BEING OFFERED
Beneficial interests in the Portfolios 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 Portfolios may be made without a sales charge. All
investments are made at the net asset value next determined if an order is
received by the Portfolios by the designated cutoff time for each accredited
investor. The net asset value of each Portfolio is determined on each Fund
Business Day. Each Portfolio's portfolio securities are valued primarily on the
basis of market quotations or, if quotations are not readily available, by a
method which the Board of Trustees believes accurately reflects fair value.
There is no minimum initial or subsequent investment in the Portfolios. However,
because each 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 Edgewood Services, Inc. ("Edgewood") reserve the right to
cease accepting investments in the Portfolios at any time or to reject any
investment order.
The placement agent for the Portfolios 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 Portfolios.
Registrant incorporates by reference information concerning the computation of
net asset value and valuation of each Portfolio's assets from the sections
entitled "Net Asset Value" and "Purchase and Redemption of Shares" in the Feeder
Funds' Prospectus.
ITEM 8. REDEMPTION OR PURCHASE.
An investor in the Portfolios 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 Portfolios by the designated cutoff time for
each accredited investor. The proceeds of a withdrawal will be paid by the
Portfolios in federal funds normally on the Fund Business Day the withdrawal is
effected, but in any event within seven calendar days following receipt of the
request. The Portfolios reserve the right to pay redemptions in kind.
Investments in the Portfolios 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.
BT INVESTMENT PORTFOLIOS
GLOBAL HIGH YIELD SECURITIES PORTFOLIO
LATIN AMERICAN EQUITY PORTFOLIO
SMALL CAP PORTFOLIO
PACIFIC BASIN EQUITY PORTFOLIO
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 Holders 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....................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 contains additional information about the investment objectives and
policies of Global High Yield Securities Portfolio, Latin American Equity
Portfolio, Small Cap Portfolio, Pacific Basin Equity Portfolio, European Equity
Portfolio and International Bond 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 Global High Yield
Securities Portfolio, Latin American Equity Portfolio, Small Cap Portfolio and
Pacific Basin Portfolio (each a "Portfolio") from the section entitled
"Investment Objectives Policies and Restrictions" in the Statement of Additional
Information for Global High Yield Securities Fund, Latin American Equity Fund,
Small Cap Fund, and Pacific Basin Fund (the "Feeder Funds' SAI").
ITEM 14. MANAGEMENT OF THE FUND.
Registrant Incorporates by reference information concerning the management of
the Portfolios from the section entitled "Management of the Trust and
Portfolios" in the Feeder Funds' SAI.
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ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of December 31, 1997, Global High Yield Securities Fund, Latin American
Equity Fund, Small Cap Fund and Pacific Basin Equity Fund (each a "Fund"), each
a series of shares of BT Investment Funds, each owned approximately 100% of the
value of the outstanding interests in the Global High Yield Securities
Portfolio, Latin American Equity Portfolio, Small Cap Portfolio and Pacific
Basin Equity Portfolio, respectively. Because each Fund controls the
corresponding Portfolio, it may take actions without the approval of any other
investor in the Portfolios or any other series of the Trust, as the case may be.
Each Fund has informed the Trust that whenever it is requested to vote on
matters pertaining to the fundamental policies of each 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 Portfolios 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 Portfolios from the
section entitled "Management of the Trust and Portfolios" in the Feeder Funds'
SAI.
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES.
Registrant incorporates by reference information concerning the brokerage
allocation and other practices of the Portfolios from the section entitled
"Investment Objectives, Policies and Restrictions--Portfolio Transactions and
Brokerage Commissions" in the Feeder Funds' SAI.
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 Portfolios. No series of the Trust has
any preference over any other series. Investors in the Portfolios are entitled
to participate pro rata in distributions of taxable income, loss, gain and
credit of the Portfolios. Upon liquidation or dissolution of the Portfolios,
investors are entitled to share pro rata in the net assets of the Portfolios
available for distribution to investors. Investments in the Portfolios have no
preference, preemptive, conversion or similar rights and are fully paid and
nonassessable, except as set forth below. Investments in the Portfolios may not
be transferred.
Each investor in the Portfolios is entitled to a vote in proportion to the
amount of its investment. The Portfolios 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 Portfolios, 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 Portfolios will hold special meetings of investors
when 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 each 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 Portfolios' investors (with the vote of each being
in proportion to its percentage of the beneficial interests in a 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 each Portfolio) will
be sufficient. A 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 Portfolios 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 Portfolios or
any other series of the Trust are not binding upon the Trustees individually but
only upon the property of the Portfolios 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 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.
ITEM 19. PURCHASE, REDEMPTION, AND PRICING OF SECURITIES BEING OFFERED.
Beneficial interests in each 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 4, "General Description of Registrant,"
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 each 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 Funds SAI.
ITEM 20. TAX STATUS.
Registrant incorporates by reference information concerning the taxation of the
Portfolios from the section entitled "Taxation" in the Feeder Funds SAI.
ITEM 21. UNDERWRITERS.
The placement agent for the Trust 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 each Portfolio.
ITEM 22. CALCULATION OF FUND PERFORMANCE DATA.
Not applicable.
ITEM 23. FINANCIAL STATEMENTS.
Each Portfolio's financial statements are hereby incorporated by reference to
the BT Investment Funds' combined Annual Report dated September 30, 1997 (File
Nos. 33-07404 and 811-4760) and have been included in reliance upon the report
of Coopers & Lybrand, 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 herein by reference to the Annual Report to
Shareholders of the BT Investment Funds dated September, 1997
pursuant to Rule 411 under the securities Act of 1933 (File Nos.
33-07404 and 811-4760).
(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) Conformed copy of 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
(iv) Conformed Copy of Investment Advisory Agreement between
International Equity Portfolio and the Registrant and
Bankers Trust; +
(v) Form of Investment Advisory Agreement for Pacific Basin Equity
Portfolio; + (vi) Form of Sub-Investment Advisory Agreement for
Pacific Basin Equity Portfolio; + (vii) Copy of Exhibit A to
Investment Advisory Agreement; +
(6) Not Applicable
(7) Not Applicable
- -----------------------------------
* 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.
<PAGE>
(8) Conformed copy of Custodian Agreement between Bankers Trust
Company and BT Investment Portfolios; 11
(i) Conformed copy of Amendment #1 to Exhibit A of the
Custodian Agreement; +
(ii) Conformed copy of Amendment #2 to Exhibit A of the
Custodian Agreement; +
(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; +
(iii) Copy of Exhibit D to the Administration and Services
Agreement; +
(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; + (18) Not Applicable (19) Conformed copy
of Power of Attorney; 8
ITEM 25. Persons Controlled by or Under Common Control with Registrant:
None
- -----------------------------------
+ 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.
8. Incorporated by reference to Amendment No. 15 to Registrant's Registration
Statement as filed with the Commission on February 28, 1997.
11. Incorporated by reference to Amendment No. 18 to Registrant's Registration
Statement as filed with the Commission on May 19, 1997.
<PAGE>
ITEM 26. Number of Holders of Securities.
Title of Class Number of Record Holders
as of December 31, 1997
Latin American Equity Portfolio 2
Pacific Basin Equity Portfolio 2
Global High Yield Securities Portfolio 2
Small Cap Portfolio 2
Liquid Assets Portfolio 1
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
International Small Company Equity Portfolio 2
Global Emerging Markets Equity Portfolio 0
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
) Edgewood Services, Inc. the Distributor for shares of the
Registrant, acts as principal underwriter for the following
open-end investment companies, including the Registrant: BT
Advisor Funds, BT Institutional Funds, BT Investment Funds, BT
Pyramid Mutual Funds, Excelsior Funds, Excelsior Funds, Inc.,
(formerly, UST Master Funds, Inc.), Excelsior Institutional
Trust, Excelsior Tax-Exempt Funds, Inc. (formerly, UST Master
Tax-Exempt Funds, Inc.), Deutsche Portfolios, FTI Funds,
FundManager Portfolios, Great Plains Funds, Marketvest Funds,
Marketvest Funds, Inc., Old Westbury Funds, Inc., Robertsons
Stephens Investment Trust, WesMark Funds and WCT Funds.
(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 15222-3779
J. Christopher Donahue Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ronald M. Petnuch Vice President, President
Federated Investors Tower Edgewood Services, Inc. and Treasurer
Pittsburgh, PA 15222-3779
Thomas P. Schmitt Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas P. Sholes 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
Federated Investors Tower Edgewood Services, Inc. Secretary
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: 5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
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 24th 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 28th day of January, 1998.
BT INVESTMENT PORTFOLIOS
By: /s/ Jay S. Neuman
Jay S. Neuman, Secretary
January 28, 1998
Exhibit 5(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT A
BT INVESTMENT PORTFOLIOS
SCHEDULE OF FEES UNDER INVESTMENT ADVISORY AGREEMENT
Latin American Equity Portfolio 1.00%
Small Cap Portfolio 0.65%
European Equity Portfolio 0.65%
Pacific Basin Equity Portfolio 0.75%
Asset Management Portfolio II 0.65%
Asset Management Portfolio III 0.65%
Liquid Assets Portfolio 0.15%
Global High Yield Securities Portfolio 0.80%
International Bond Portfolio 0.65%
BT PreservationPlus Portfolio 0.35%
EXHIBIT 5(IV) UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/REG. S-K
INVESTMENT ADVISORY AGREEMENT
(International/Global Funds - - as revised)
AGREEMENT made as of October 8, 1997, by and between INTERNATIONAL EQUITY
PORTFOLIO and BT INVESTMENT PORTFOLIOS, each a New York trust (each herein
called a "Trust" and collectively, the "Trusts"), on behalf of itself and/or the
series of beneficial interests of the Trust listed on Exhibit A hereto (each
herein called a "Portfolio" and collectively, the "Portfolios") and BANKERS
TRUST COMPANY (herein called the "Investment Adviser").
WHEREAS, each Trust is registered as an open-end management investment
company under the Investment Company Act of 1940;
WHEREAS, the Trusts desire to retain the Investment Adviser to render
investment advisory and other services to the Portfolios, and the Investment
Adviser is willing to so render such services on the terms hereinafter set
forth;
NOW, THEREFORE, this Agreement.
W I T N E S S E T H:
In consideration of the promises and mutual covenants herein contained, it
is agreed between the parties as follows:
1. Appointment. Each Trust hereby appoints the Investment Adviser to act
as investment adviser to the Portfolios for the period and on the terms set
forth in this Agreement. The Investment Adviser accepts such appointment and
agrees to render the services herein set forth for the compensation herein
provided.
2. Management. Subject to the supervision of the Board of Trustees of the
respective Trust (the "Trustees"), the Investment Adviser will provide a
continuous investment program for the Portfolios, including investment research
and management with respect to all securities, investments, cash and cash
equivalents in the Portfolios. The Investment Adviser will determine from time
to time what securities and other investments will be purchased, retained or
sold by the Portfolios. The Investment Adviser will provide the services
rendered by it hereunder in accordance with each Portfolio's investment
objective(s) and policies as stated in the Portfolio's then-current Registration
Statement on Form N-1A. The Investment Adviser further agrees that it:
(a) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission (herein called the "Rules") and with the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment
Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940,
all as amended, and will in addition conduct its activities under this Agreement
in accordance with regulations of the Board of Governors of the Federal Reserve
System pertaining to the investment advisory activities of bank holding
companies and their subsidiaries;
(b) will place orders pursuant to its investment determinations for the
Portfolios either directly with the issuer or with any broker or dealer selected
by it. In placing orders with brokers and dealers, the Investment Adviser will
use its reasonable best efforts to obtain the best net price and the most
favorable execution of its orders, after taking into account all factors it
deems relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the broker
or dealer, and the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. Consistent with this obligation,
the Investment Adviser may, to the extent permitted by law, purchase and sell
portfolio securities to and from brokers and dealers who provide brokerage and
research services (within the meaning of Section 28(e) of the Securities
Exchange Act of 1934) to or for the benefit of any fund and/or other accounts
over which the Investment Adviser or any of its affiliates exercises investment
discretion. Subject to the review of the Trustees from time to time with respect
to the extent and continuation of the policy, the Investment Adviser is
authorized to pay to a broker or dealer who provides such brokerage and research
services a commission for effecting a securities transaction which is in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if the Investment Adviser determines in good faith
that such commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer, viewed in terms of
either that particular transaction or the overall responsibilities of the
Investment Adviser with respect to the accounts as to which it exercises
investment discretion;
(c) will maintain books and records with respect to each Portfolio's
securities transactions and will render to the Trustees such periodic and
special reports as the Trustees may request; and
(d) upon the approval of a Majority of the Outstanding Voting
Securities of the Portfolio and the Trustees in the manner specified in Section
8 hereof, and subject to the supervision of the Trustees, the Investment Adviser
may cause to be furnished to each Portfolio all or a portion of the foregoing
investment management services by delegating all or a portion of such services
to a sub-investment adviser (the "Sub-Adviser"). In the event of such
delegation, included among the specific services to be provided directly by the
Investment Adviser are: the selection and compensation of the Sub-Adviser; the
review of all purchases and sales of portfolio instruments made by the Portfolio
to assess compliance with its stated investment objective and policies; the
monitoring of the selection of brokers and dealers effecting transactions on
behalf of the Portfolio; the maintenance and furnishing of all required records
or reports pertaining to the Portfolio to the extent those records or reports
are not maintained or furnished by the Sub-Adviser or other agents employed by
the Portfolio; and the providing of general administrative services to the
Portfolio not otherwise provided by the Sub-Adviser or other agents employed by
the Portfolio.
3. Services Not Exclusive. The investment management services rendered by
the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to render similar services to others so long as
its services under this Agreement are not impaired thereby.
4. Books and Records. In compliance with the requirements of Rule 31a-3 of
the Rules under the 1940 Act, the Investment Adviser hereby agrees that all
records which it or any Sub-Adviser maintains for a Portfolio are the property
of the Portfolio and further agrees to surrender, or cause to be surrendered,
promptly to the Portfolio any of such records upon the Portfolio's request. The
Investment Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act and to comply in full with the requirements of Rule 204-2
under the Investment Advisers Act of 1940 pertaining to the maintenance of books
and records.
5. Expenses. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Portfolios.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, each Portfolio will pay the Investment Adviser and
the Investment Adviser will accept as full compensation therefor a fee, computed
daily and payable monthly, on an annual basis equal to the percentage of the
Portfolio's respective average daily net assets as listed on Exhibit A hereto.
7. Limitation of Liability of the Investment Adviser; Indemnification.
(a) The Investment Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by a Portfolio in connection
with the matters to which this Agreement relates, except a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Investment Adviser in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
(b) Subject to the exceptions and limitations contained in Section 7(c)
below:
(i) the Investment Adviser (hereinafter referred to as a "Covered
Person") shall be indemnified by a Portfolio to the fullest extent
permitted by law, against liability and against all expenses reasonably
incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved, as a party or otherwise, by
virtue of his being or having been the Investment Adviser of the
Portfolio, and against amounts paid or incurred by him in the
settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
<PAGE>
(c) No indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to a Portfolio or its
investors by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his
office or (B) not to have acted in good faith in the reasonable belief
that his action was in the best interest of the Portfolio; or
(ii) in the event of a settlement, unless there has been a
determination that such Covered Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,
(A) by the court or other body approving the settlement; or
(B) by at least a majority of those Trustees who are neither
Interested Persons of the Portfolio nor are parties to the matter
based upon a review of readily available facts (as opposed to a full
trial-type inquiry); or
(C) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type
inquiry); provided, however, that any investor in the Portfolio may,
by appropriate legal proceedings, challenge any such determination
by the Trustees or by independent counsel.
(d) The rights of indemnification herein provided may be insured
against by policies maintained by the Portfolios, shall be severable, shall not
be exclusive of or affect any other rights to which any Covered Person may now
or hereafter be entitled, shall continue as to a person who has ceased to be a
Covered Person and shall inure to the benefit of the successors and assigns of
such person. Nothing contained herein shall affect any rights to indemnification
to which Portfolio personnel and any other persons, other than a Covered Person,
may be entitled by contract or otherwise under law.
(e) Expenses in connection with the preparation and presentation of a
defense to any claim, suit or proceeding of the character described in
subsection (b) of this Section 7 may be paid by the Portfolio from time to time
prior to final disposition thereof, upon receipt of an undertaking by or on
behalf of such Covered Person that such amount will be paid over by him to the
Portfolio if it is ultimately determined that he is not entitled to
indemnification under this Section 7; provided, however, that either (i) such
Covered Person shall have provided appropriate security for such undertaking or
(ii) the Portfolio shall be insured against losses arising out of any such
advance payments, or (iii) either a majority of the Trustees who are neither
Interested Persons of the Portfolio nor parties to the matter, or independent
legal counsel in a written opinion, shall have determined, based upon a review
of readily available facts as opposed to a trial-type inquiry or full
investigation, that there is reason to believe that such Covered Person will be
entitled to indemnification under this Section 7.
8. Duration and Termination. This Agreement shall be effective as to a
Portfolio as of the date this Agreement shall have been approved by the Trustees
of the Trust and the investor(s) in the Portfolio in the manner contemplated by
Section 15 of the 1940 Act and as reflected on Exhibit A hereto and, unless
sooner terminated as provided herein, shall continue until the second
anniversary of such date. Thereafter, if not terminated, this Agreement shall
continue in effect as to a Portfolio for successive periods of 12 months each,
provided such continuance is specifically approved at least annually (a) by the
vote of a majority of those Trustees who are not parties to this Agreement or
Interested Persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Trustees or by vote of a
Majority of the Outstanding Voting Securities of the Portfolio; provided,
however, that this Agreement may be terminated by a Trust on behalf of a
Portfolio at any time, without the payment of any penalty, by the Trustees, by
vote of a Majority of the Outstanding Voting Securities of the Portfolio on 60
days' written notice to the Investment Adviser, or by the Investment Adviser as
to the Portfolio at any time, without payment of any penalty, on 90 days'
written notice to the Portfolio. This Agreement will immediately terminate in
the event of its Assignment. (As used in this Agreement, the terms "Majority of
the Outstanding Voting Securities," "Interested Person" and "Assignment" shall
have the same meanings as such terms have in the 1940 Act and the rules and
regulatory constructions thereunder.)
9. Amendment of this Agreement. No material term of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of a material term of this
Agreement shall be effective until approved by vote of a Majority of the
Outstanding Voting Securities of the Portfolio.
10. (a) Representations and Warranties. The Investment Adviser hereby
represents and warrants as follows:
(i) The Investment Adviser is exempt from registration under the
Investment Advisers Act of 1940;
(ii) The Investment Adviser has all requisite authority to enter
into, execute, deliver and perform its obligations under, this
Agreement;
(iii) This Agreement is legal, valid and binding, and enforceable
in accordance with its terms; and
(iv) The performance by the Investment Adviser of its obligations
under this Agreement does not conflict with any law to which it is
subject.
(b) Covenants. The Investment Adviser hereby covenants and agrees
that, so long as this Agreement shall remain in effect,
(i) The Investment Adviser shall remain either exempt from, or
registered under, the registration provisions of the Investment
Advisers Act of 1940; and
(ii) The performance by the Investment Adviser of its obligations
under this Agreement shall not conflict with any law to which it is
then subject.
11. Notices. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (a) to the Investment Adviser at 130 Liberty Street (Bankers Trust
Plaza), New York, New York 10006 or (b) to the Portfolio c/o Federated Services
Company, Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh,
Pennsylvania 15222.
12. Waiver. With full knowledge of the circumstances and the effect of its
action, the Investment Adviser hereby waives any and all rights which it may
acquire in the future against the property of any investor in the Portfolio,
other than beneficial interests in the Portfolio at their then net asset value,
which arise out of any action or inaction of the Portfolio under this Agreement.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and shall be governed by the laws
of the State of New York, without reference to principles of conflicts of law
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: BT INVESTMENT PORTFOLIOS
/s/ Jay S. Neuman By:/s/ Charles L. Davis, Jr.
Name: Charles L. Davis, Jr.
Title: Vice President
Attest: BANKERS TRUST COMPANY
/s/ Amy M. Olmut By:/s/ Brian W. Wixted
Name: Brian W. Wixted
Title: Vice President
<PAGE>
EXHIBIT A
to the
INVESTMENT ADVISORY AGREEMENT
(International/Global Funds - - as revised)
Name of Trust/Portfolio Fee Effective Date
BT INVESTMENT PORTFOLIOS:
Global Emerging Markets Equity Portfolio1.10% October 8, 1997
International Small Company Equity Portfolio 1.10% October 8, 1997
Exhibit 5(v) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of , 1993 by and between BT PACIFIC BASIN EQUITY
PORTFOLIO, a series of BT INVESTMENT PORTFOLIOS, a New York trust (herein called
the "Portfolio") and BANKERS TRUST COMPANY (herein called the "Investment
Adviser").
WHEREAS, the Portfolio is registered as an open-end diversified management
investment company under the Investment Company Act of 1940;
WHEREAS, the Portfolio desires to retain the Investment Adviser to render
investment advisory and other services, and the Investment Adviser is willing to
so render such services on the terms hereinafter set forth;
NOW, THEREFORE, this Agreement
W I T N E S S E T H:
In consideration of the promises and mutual covenants herein contained, it
is agreed between the parties as follows:
1. Appointment. The Portfolio hereby appoints the Investment Adviser to
act as investment adviser to the Portfolio for the period and on the terms set
forth in this Agreement. The Investment Adviser accepts such appointment and
agrees to render the services herein set forth for the compensation herein
provided.
2. Management. Subject to the supervision of the Board of Trustees of the
Portfolio, the Investment Adviser will provide a continuous investment program
for the Portfolio, including investment research and management with respect to
all securities, investments, cash and cash equivalents in the Portfolio. The
Investment Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold by the Portfolio. The Investment
Adviser will provide the services rendered by it hereunder in accordance with
the Portfolio's investment objective(s) and policies as stated in the
Portfolio's then-current Registration Statement on Form N-1A. The Investment
Adviser further agrees that it:
(a) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission (herein called the "Rules") and with the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment
Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940,
all as amended, and will in addition conduct its activities under this Agreement
in accordance with regulations of the Board of Governors of the Federal Reserve
System pertaining to the investment advisory activities of bank holding
companies and their subsidiaries;
(b) will place orders pursuant to its investment determinations for the
Portfolio either directly with the issuer or with any broker or dealer selected
by it. In placing orders with brokers and dealers, the Investment Adviser will
use its reasonable best efforts to obtain the best net price and the most
favorable execution of its orders, after taking into account all factors it
deems relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the broker
or dealer, and the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. Consistent with this obligation,
the Investment Adviser may, to the extent permitted by law, purchase and sell
portfolio securities to and from brokers and dealers who provide brokerage and
research services (within the meaning of Section 28(e) of the Securities
Exchange Act of 1934) to or for the benefit of any fund and/or other accounts
over which the Investment Adviser or any of its affiliates exercises investment
discretion. Subject to the review of the Portfolio's Board of Trustees from time
to time with respect to the extent and continuation of the policy, the
Investment Adviser is authorized to pay to a broker or dealer who provides such
brokerage and research services a commission for effecting a securities
transaction which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if the Investment
Adviser determines in good faith that such commission was reasonable in relation
to the value of the brokerage and research services provided by such broker or
dealer, viewed in terms of either that particular transaction or the overall
responsibilities of the Investment Adviser with respect to the accounts as to
which it exercises investment discretion;
(c) will maintain books and records with respect to the Portfolio's
securities transactions and will render to the Portfolio's Board of Trustees
such periodic and special reports as the Board may request; and
(d) upon the approval of a majority of the outstanding voting
securities of the Portfolio and the Portfolio's Board of Trustees in the manner
specified in Section 8 hereof, and subject to the supervision of the Portfolio's
Board of Trustees, the Investment Adviser may cause to be furnished to the
Portfolio the foregoing investment management services by delegating such
services to a sub-investment adviser (the "Sub-Adviser"). In the event of such
delegation, included among the specific services to be provided directly by the
Investment Adviser are: the selection and compensation of the Sub-Adviser; the
review of all purchases and sales of portfolio instruments made by the Portfolio
to assess compliance with its stated investment objective and policies; the
monitoring of the selection of brokers and dealers effecting transaction on
behalf of the Portfolio; the maintenance and furnishing of all required records
or reports pertaining to the Portfolio to the extent those records or reports
are not maintained or furnished by the Sub-Adviser or other agents employed by
the Portfolio; and the providing of general administrative services to the
Portfolio not otherwise provided by the Sub-Adviser or other agents employed by
the Portfolio.
3. Services Not Exclusive. The investment management services rendered by
the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to render similar services to others so long as
its services under this Agreement are not impaired thereby.
4. Books and Records. In compliance with the requirements of Rule 31a-3 of
the Rules under the 1940 Act, the Investment Adviser hereby agrees that all
records which it or any Sub-Adviser maintains for the Portfolio are the property
of the Portfolio and further agrees to surrender, or cause to be surrendered,
promptly to the Portfolio any of such records upon the Portfolio's request. The
Investment Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act and to comply in full with the requirements of Rule 204-2
under the Investment Advisers Act of 1940 pertaining to the maintenance of books
and records.
5. Expenses. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Portfolio.
In addition, if the aggregate expenses borne by the Portfolio in any
fiscal year of the Portfolio exceed the applicable expense limitations imposed
by the securities regulations of any state in which the beneficial interests in
the Portfolio are registered or qualified for sale to the public, the Investment
Adviser shall reimburse the Portfolio for the excess expense to the extent
required by state law.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Portfolio will pay the Investment Adviser and
the Investment Adviser will accept as full compensation therefor a fee, computed
daily and payable monthly, in an amount equal to the annual rate of .75% of the
Portfolio's average daily net assets.
7. Limitation of Liability of the Investment Adviser; Indemnification.
(a) The Investment Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Portfolio in
connection with the matters to which this Agreement relates, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Investment Adviser in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
(b) Subject to the exceptions and limitations contained in Section 7(c)
below:
(i) the Investment Adviser (hereinafter referred to as a "Covered
Person") shall be indemnified by the Portfolio to the fullest extent
permitted by law, against liability and against all expenses reasonably
incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved, as a party or otherwise, by
virtue of his being or having been the Investment Adviser of the
Portfolio, and against amounts paid or incurred by him in the
settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
(c) No indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to the Portfolio or its
investors by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his
office or (B) not to have acted in good faith in the reasonable belief
that his action was in the best interest of the Portfolio; or
(ii) in the event of a settlement, unless there has been a
determination that such Covered Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,
(A) by the court or other body approving the settlement; or
(B) by at least a majority of those Trustees who are neither
Interested Persons of the Portfolio nor are parties to the matter
based upon a review of readily available facts (as opposed to a full
trial-type inquiry); or
(C) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type
inquiry); provided, however, that any investor in the Portfolio may,
by appropriate legal proceedings, challenge any such determination
by the Trustees or by independent counsel.
(d) The rights of indemnification herein provided may be insured
against by policies maintained by the Portfolio, shall be severable, shall not
be exclusive of or affect any other rights to which any Covered Person may now
or hereafter be entitled, shall continue as to a person who has ceased to be a
Covered Person and shall inure to the benefit of the successors and assigns of
such person. Nothing contained herein shall affect any rights to indemnification
to which Portfolio personnel and any other persons, other than a Covered Person,
may be entitled by contract or otherwise under law.
(e) Expenses in connection with the preparation and presentation of a
defense to any claim, suit or proceeding of the character described in
subsection (b) of this Section 7 may be paid by the Portfolio from time to time
prior to final disposition thereof, upon receipt of an undertaking by or on
behalf of such Covered Person that such amount will be paid over by him to the
Portfolio if it is ultimately determined that he is not entitled to
indemnification under this Section 7; provided, however, that either (i) such
Covered Person shall have provided appropriate security for such undertaking or
(ii) the Portfolio shall be insured against losses arising out of any such
advance payments, or (iii) either a majority of the Trustees who are neither
Interested Persons of the Portfolio nor parties to the matter, or independent
legal counsel in a written opinion, shall have determined, based upon a review
of readily available facts as opposed to a trial-type inquiry or full
investigation, that there is reason to believe that such Covered Person will be
entitled to indemnification under this Section 7.
8. Duration and Termination. This Agreement shall be effective as to the
Portfolio as of the date the Portfolio commences investment operations after
this Agreement shall have been approved by the Board of Trustees of the
Portfolio and the investor(s) in the Portfolio in the manner contemplated by
Section 15 of the 1940 Act and, unless sooner terminated as provided herein,
shall continue until the second anniversary of such date. Thereafter, if not
terminated, this Agreement shall continue in effect as to the Portfolio for
successive periods of 12 months each, provided such continuance is specifically
approved at least annually (a) by the vote of a majority of those members of the
Board of Trustees of the Portfolio who are not parties to this Agreement or
Interested Persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Board of Trustees of the
Portfolio or by vote of a Majority of the Outstanding Voting Securities of the
Portfolio; provided, however, that this Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by the Board of
Trustees of the Portfolio, by vote of a Majority of the Outstanding Voting
Securities of the Portfolio on 60 days' written notice to the Investment
Adviser, or by the Investment Adviser as to the Portfolio at any time, without
payment of any penalty, on 90 days' written notice to the Portfolio. This
Agreement will immediately terminate in the event of its Assignment. (As used in
this Agreement, the terms "Majority of the Outstanding Voting Securities,"
"Interested Person" and "Assignment" shall have the same meanings as such terms
have in the 1940 Act and the rules and regulatory constructions thereunder.)
9. Amendment of this Agreement. No material term of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of a material term of this
Agreement shall be effective until approved by vote of a Majority of the
Outstanding Voting Securities of the Portfolio.
10. (a) Representations and Warranties. The Investment Adviser hereby
represents and warrants as follows:
(i) The Investment Adviser is exempt from registration under the
Investment Advisers Act of 1940;
(ii) The Investment Adviser has all requisite authority to enter
into, execute, deliver and perform its obligations under, this
Agreement;
(iii) This Agreement is legal, valid and binding, and enforceable
in accordance with its terms; and
(iv) The performance by the Investment Adviser of its obligations
under this Agreement does not conflict with any law to which it is
subject.
(b) Covenants. The Investment Adviser hereby covenants and agrees
that, so long as this Agreement shall remain in effect,
(i) The Investment Adviser shall remain either exempt from, or
registered under, the registration provisions of the Investment
Advisers Act of 1940; and
(ii) The performance by the Investment Adviser of its obligations
under this Agreement shall not conflict with any law to which it is
then subject.
11. Notices. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (a) to the Investment Adviser at 280 Park Avenue, New York, New York
10015 or (b) to the Portfolio at 6 St. James Avenue, Boston, Massachusetts
02116.
12. Waiver. With full knowledge of the circumstances and the effect of its
action, the Investment Adviser hereby waives any and all rights which it may
acquire in the future against the property of any investor in the Portfolio,
other than beneficial interests in the Portfolio at their then net asset value,
which arise out of any action or inaction of the Portfolio under this Agreement.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and shall be governed by the laws
of the State of New York, without reference to principles of conflicts of law
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their offices designated below as of the day and year first above
written.
Attest: BT INVESTMENT PORTFOLIOS
By:
Name:
Title:
Attest: BANKERS TRUST COMPANY
By:
Name:
Title:
Exhibit 5(vi) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of , 1993 by and between BANKERS TRUST COMPANY (herein
called "BT") and BT FUND MANAGERS INTERNATIONAL LIMITED (herein called the
"Investment Adviser").
WHEREAS, PACIFIC BASIN EQUITY PORTFOLIO, a series of BT INVESTMENT
PORTFOLIOS a New York Trust (herein called the "Portfolio") is registered as an
open-end diversified management investment company under the Investment Company
Act of 1940;
WHEREAS, the Portfolio has retained BT to serve at its investment adviser
pursuant to an Investment Advisory Agreement that permits BT to delegate certain
investment advisory services thereunder to a sub-investment adviser selected by
BT;
WHEREAS, BT desires to retain the Investment Adviser to render to the
Portfolio certain investment advisory services, and the Investment Adviser is
willing to so render such services on the terms hereinafter set forth;
NOW, THEREFORE, this Agreement
W I T N E S S E T H:
In consideration of the promises and mutual covenants herein contained, it
is agreed between the parties as follows:
1. Appointment. BT hereby appoints the Investment Adviser to act as
sub-investment adviser to the Portfolio for the period and on the terms set
forth in this Agreement. The Investment Adviser accepts such appointment and
agrees to render the services herein set forth for the compensation herein
provided.
2. Management. Subject to the supervision of BT and the Board of Trustees
of the Portfolio, the Investment Adviser will provide a continuous investment
program for the Portfolio, including investment research and management with
respect to all securities, investments, cash and cash equivalents in the
Portfolio. The Investment Adviser will determine from time to time what
securities and other investments will be purchased, retained or sold by the
Portfolio. The Investment Adviser will provide the services rendered by it
hereunder in accordance with the Portfolio's investment objective(s) and
policies as stated in the Portfolio's then-current Registration Statement on
Form N-1A. The Investment Adviser further agrees that it:
(a) will conform with all applicable Rules and Regulations of the U.S.
Securities and Exchange Commission (herein called the "Rules") and with the U.S.
Securities Act of 1933, the U.S. Securities Exchange Act of 1934 (the "1934
Act"), the U.S. Investment Company Act of 1940 (the "1940 Act") and the U.S.
Investment Advisers Act of 1940 (the "Advisers Act"), all as amended, and will
in addition conduct its activities under this Agreement in accordance with
regulations of the Board of Governors of the Federal Reserve System pertaining
to the investment advisory activities of bank holding companies and their
subsidiaries;
(b) will place orders pursuant to its investment determinations for the
Portfolio either directly with the issuer or with any broker or dealer selected
by it. In placing orders with brokers and dealers, the Investment Adviser will
use its reasonable best efforts to obtain the best net price and the most
favorable execution of its orders, after taking into account all factors it
deems relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the broker
or dealer, and the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. Consistent with this obligation,
the Investment Adviser may, to the extent permitted by law, purchase and sell
portfolio securities to and from brokers and dealers who provide brokerage and
research services (within the meaning of Section 28(e) of the 1934 Act) to or
for the benefit of any fund and/or other accounts over which the Investment
Adviser or any of its affiliates exercises investment discretion. Subject to the
review of BT and the Portfolio's Board of Trustees from time to time with
respect to the extent and continuation of the policy, the Investment Adviser is
authorized to pay to a broker or dealer who provides such brokerage and research
services a commission for effecting a securities transaction which is in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if the Investment Adviser determines in good faith
that such commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer, viewed in terms of
either that particular transaction or the overall responsibilities of the
Investment Adviser with respect to the accounts as to which it exercises
investment discretion; and
(c) will maintain books and records with respect to the Portfolio's
securities transactions and will render to BT and the Portfolio's Board of
Trustees such periodic and special reports as BT and/or the Board may request.
3. Services Not Exclusive. The investment management services rendered by
the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to render similar services to others so long as
its services under this Agreement are not impaired thereby.
4. Books and Records. In compliance with the requirements of Rule 31a-3 of
the Rules under the 1940 Act, the Investment Adviser hereby agrees that all
records which it maintains for the Portfolio are the property of the Portfolio
and further agrees to surrender, or cause to be surrendered, promptly to the
Portfolio any of such records upon BT's and/or the Portfolio's request. The
Investment Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act and to comply in full with the requirements of Rule 204-2
under the Advisers Act pertaining to the maintenance of books and records.
5. Expenses. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Portfolio.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, BT will pay the Investment Adviser and the
Investment Adviser will accept as full compensation therefor a fee, computed
daily and payable monthly, in an amount equal to the annual rate of .60% of the
Portfolio's average daily net assets.
7. Limitation of Liability of the Investment Adviser; Indemnification. The
Investment Adviser shall not be liable for any error of judgment or mistake of
law or for any loss suffered by BT or the Portfolio in connection with the
matters to which this Agreement relates, except a loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Investment Adviser in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
8. Duration and Termination. This Agreement shall be effective as of the
date the Portfolio commences investment operations after this Agreement shall
have been approved by the Board of Trustees of the Portfolio and the investor(s)
in the Portfolio in the manner contemplated by Section 15 of the 1940 Act and,
unless sooner terminated as provided herein, shall continue until the second
anniversary of such date. Thereafter, if not terminated, this Agreement shall
continue in effect for successive periods of 12 months each, provided such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Trustees of the Portfolio who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Trustees of the Portfolio or by vote of a majority of the
outstanding voting securities of the Portfolio. This Agreement may be terminated
at any time, without the payment of any penalty, by the Board of Trustees of the
Portfolio, by BT upon notification to the Board of Trustees of the Portfolio or
by vote of a majority of the outstanding voting securities of the Portfolio on
60 days' written notice to the Investment Adviser. This Agreement may be
terminated by the Investment Adviser at any time, without payment of any
penalty, on 90 days' written notice to BT and to the Portfolio. This Agreement
will automatically terminate in the event of its assignment. (As used in this
Agreement, the terms, "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meanings as such terms
have in the 1940 Act and the rules and regulatory constructions thereunder.)
9. Amendment of this Agreement. No material term of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of a material term of this
Agreement shall be effective until approved by vote of a majority of the
Portfolio's outstanding voting securities.
10. (a) Representations and Warranties. The Investment Adviser hereby
represents and warrants as follows:
(i) The Investment Adviser is registered under the Advisers Act;
(ii) The Investment Adviser has all requisite authority to enter
into, execute, deliver and perform its obligations under, this
Agreement;
(iii) This Agreement is legal, valid and binding, and enforceable
in accordance with its terms; and
(iv) The performance by the Investment Adviser of its obligations
under this Agreement does not conflict with any law to which it is
subject.
(b) Covenants. The Investment Adviser hereby covenants and agrees
that, so long as this Agreement shall remain in effect,
(i) The Investment Adviser shall remain registered under the
Advisers Act; and
(ii) The performance by the Investment Adviser of its obligations
under this Agreement shall not conflict with any law to which it is
then subject.
11. Notices. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (a) to the Investment Adviser at Level 23, Commonwealth Park Building,
367 Collins Street, Melbourne, Victoria, Australia 3200; (b) to BT at 280 Park
Avenue, New York, New York 10015; or (c) to the Portfolio at 6 St. James Avenue,
Boston, Massachusetts 02116.
12. Waiver. With full knowledge of the circumstances and the effect of its
action, the Investment Adviser hereby waives any and all rights which it may
acquire in the future against the property of any investor in the Portfolio,
other than beneficial interests in the Portfolio at their then net asset value,
which arise out of any action or inaction of the Portfolio under this Agreement.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and shall be governed by the laws
of the State of New York of the United States, without reference to principles
of conflicts of law.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: BT FUND MANAGERS
INTERNATIONAL LIMITED
By:
Name:
Title:
Attest: BANKERS TRUST COMPANY
By:
Name:
Title:
Exhibit 8(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Amendment #1 to Exhibit A
Exhibit A to Custodian Agreement dated as of July 1, 1996 between Bankers Trust
Company and BT Investment Portoflios is hereby amended by adding the following
to the List of Portfolios:
BT PreservationPlus Portfolio
Dated as of March 26, 1997 BT INVESTMENT PORTFOLIOS
By:/s/ Charles L. Davis, Jr.
Name: Charles L. Davis, Jr.
Title: Vice President
BANKERS TRUST COMPANY
By:/s/ Richard M. Quintal
Name: Richard M. Quintal
Title: Managing Director
Exhibit 8(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Amendment #2 to Exhibit A
Exhibit A to Custodian Agreement dated as of July 1, 1996 between Bankers Trust
Company and BT Investment Portoflios is hereby amended by adding the following
to the List of Portfolios:
Global Emerging Markets Equity Portfolio
International Small Company Equity Portfolio
Dated as of October 8, 1997 BT INVESTMENT PORTFOLIOS
By:/s/ Charles L. Davis, Jr.
Name: Charles L. Davis, Jr.
Title: Vice President
BANKERS TRUST COMPANY
By:/s/ Brian W. Wixted
Name: Brian W. Wixted
Title: Vice President
Exhibit 9(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT A
TO
EXCLUSIVE PLACEMENT AGENT AGREEMENT
AS LAST AMENDED: OCTOBER 8, 1997
Pursuant to the Exclusive Placement Agreement, ESI shall be Exclusive
Placement Agent with respect to the following Trusts, effective as of the date
indicated below:
Name of Trust Date
BT Investment Portfolios:
Liquid Assets Portfolio September 30, 1996
Asset Management Portfolio II September 30, 1996
Asset Management Portfolio III September 30, 1996
Global High Yield Securities Portfolio September 30, 1996
Latin American Equity Portfolio September 30, 1996
Small Cap Portfolio September 30, 1996
Pacific Basin Equity Portfolio September 30, 1996
U.S. Bond Index Portfolio September 30, 1996
Equity 500 Equal Weighted Index Portfolio September 30, 1996
Small Cap Index Portfolio September 30, 1996
EAFE(R)Equity Index Portfolio September 30, 1996
BT PreservationPlus Portfolio December 11, 1996
Global Emerging Markets Equity Portfolio October 8, 1997
International Small Company Equity Portfolio October 8, 1997
Cash Management Portfolio September 30, 1996
Treasury Money Portfolio September 30, 1996
Tax Free Money Portfolio September 30, 1996
International Equity Portfolio September 30, 1996
Utility Portfolio September 30, 1996
Equity 500 Index Portfolio September 30, 1996
Short/Intermediate U.S. Government
Securities Portfolio September 30, 1996
Asset Management Portfolio September 30, 1996
Capital Appreciation Portfolio September 30, 1996
Intermediate Tax Free Portfolio September 30, 1996
Exhibit 9(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
BT INVESTMENT PORTFOLIOS
EXHIBIT D
TO THE
ADMINISTRATION AND SERVICES AGREEMENT
MADE AS OF APRIL 28, 1993
BETWEEN
BT INVESTMENT PORTFOLIOS AND BANKERS TRUST COMPANY
AS REVISED: JUNE 11, 1997
Asset Management Portfolio II...............................0.10%
Asset Management Portfolio III..............................0.10%
BT PreservationPlus Portfolio...............................0.05%
Equity 500 Equal Weighted Index Portfolio...................0.05%
E.A.F.E.(R) Equity Index Portfolio............................0.10%
European Equity Portfolio...................................0.15%
Global High Yield Securities Portfolio......................0.20%
International Bond Portfolio................................0.15%
Latin American Equity Portfolio.............................0.20%
Liquid Assets Portfolio.....................................0.05%
100% Treasury Portfolio.....................................0.05%
Pacific Basin Equity Portfolio..............................0.25%
Small Cap Portfolio.........................................0.05%
Small Cap Index Portfolio...................................0.05%
U.S. Bond Index Portfolio...................................0.05%
<PAGE>
BT INVESTMENT PORTFOLIOS
EXHIBIT D
TO THE
ADMINISTRATION AND SERVICES AGREEMENT
MADE AS OF APRIL 28, 1993
BETWEEN
BT INVESTMENT PORTFOLIOS AND BANKERS TRUST COMPANY
AS REVISED: October 8, 1997
Asset Management Portfolio II...............................0.10%
Asset Management Portfolio III..............................0.10%
BT PreservationPlus Portfolio...............................0.05%
Equity 500 Equal Weighted Index Portfolio...................0.05%
E.A.F.E.(R) Equity Index Portfolio............................0.10%
Global High Yield Securities Portfolio......................0.20%
Latin American Equity Portfolio.............................0.20%
Liquid Assets Portfolio.....................................0.05%
Pacific Basin Equity Portfolio..............................0.25%
Small Cap Portfolio.........................................0.05%
Small Cap Index Portfolio...................................0.05%
U.S. Bond Index Portfolio...................................0.05%
Global Emerging Markets Equity Portfolio....................0.15%
International Small Company Equity Portfolio................0.15%
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
Exhibit 17 under Form N-1A
Exhibit 27 under Item 601/Reg. S-K
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER>
<NAME> Small Cap Portfolio
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Sep-30-1997
<PERIOD-START> Oct-01-1996
<PERIOD-END> Sep-30-1997
<INVESTMENTS-AT-COST> 204,178,991
<INVESTMENTS-AT-VALUE> 284,963,252
<RECEIVABLES> 5,095,124
<ASSETS-OTHER> 77
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 290,058,453
<PAYABLE-FOR-SECURITIES> 4,042,812
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 137,292
<TOTAL-LIABILITIES> 4,180,104
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 205,094,088
<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> 80,784,261
<NET-ASSETS> 285,878,349
<DIVIDEND-INCOME> 122,443
<INTEREST-INCOME> 577,482
<OTHER-INCOME> 0
<EXPENSES-NET> 1,180,004
<NET-INVESTMENT-INCOME> (480,079)
<REALIZED-GAINS-CURRENT> 21,635,104
<APPREC-INCREASE-CURRENT> 19,884,098
<NET-CHANGE-FROM-OPS> 41,039,123
<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> 40,263,258
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,278,294
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,505,727
<AVERAGE-NET-ASSETS> 196,660,586
<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>
Exhibit 17 under Form N-1A
Exhibit 27 under Item 601/Reg. S-K
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER>
<NAME> Global High Yield
Securities Portfolio
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Sep-30-1997
<PERIOD-START> Oct-01-1996
<PERIOD-END> Sep-30-1997
<INVESTMENTS-AT-COST> 21,538,329
<INVESTMENTS-AT-VALUE> 24,196,735
<RECEIVABLES> 464,556
<ASSETS-OTHER> 84,322
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 24,745,613
<PAYABLE-FOR-SECURITIES> 223,220
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 37,533
<TOTAL-LIABILITIES> 260,753
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 21,826,454
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,658,406
<NET-ASSETS> 24,484,860
<DIVIDEND-INCOME> 40,270
<INTEREST-INCOME> 1,870,550
<OTHER-INCOME> 0
<EXPENSES-NET> 177,235
<NET-INVESTMENT-INCOME> 1,733,585
<REALIZED-GAINS-CURRENT> 1,829,266
<APPREC-INCREASE-CURRENT> 1,006,660
<NET-CHANGE-FROM-OPS> 4,569,511
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 0
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<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 4,741,705
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 189,050
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 261,803
<AVERAGE-NET-ASSETS> 23,631,308
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
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<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
Exhibit 17 under Form N-1A
Exhibit 27 under Item 601/Reg. S-K
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER>
<NAME> Pacific Basin Equity
Portfolio
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Sep-30-1997
<PERIOD-START> Oct-01-1996
<PERIOD-END> Sep-30-1997
<INVESTMENTS-AT-COST> 28,005,045
<INVESTMENTS-AT-VALUE> 22,876,770
<RECEIVABLES> 110,800
<ASSETS-OTHER> 2,738,174
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 25,725,744
<PAYABLE-FOR-SECURITIES> 455,345
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> (1,242,288)
<TOTAL-LIABILITIES> (786,943)
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 30,330,339
<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> (3,817,652)
<NET-ASSETS> 26,512,687
<DIVIDEND-INCOME> 421,660
<INTEREST-INCOME> 6,583
<OTHER-INCOME> 0
<EXPENSES-NET> 321,157
<NET-INVESTMENT-INCOME> 107,086
<REALIZED-GAINS-CURRENT> 2,192,429
<APPREC-INCREASE-CURRENT> (4,806,578)
<NET-CHANGE-FROM-OPS> (2,507,063)
<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> (3,096,245)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 240,868
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<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
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<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 100
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
Exhibit 17 under Form N-1A
Exhibit 27 under Item 601/Reg. S-K
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER>
<NAME> Latin American Equity
Portfolio
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Sep-30-1997
<PERIOD-START> Oct-01-1996
<PERIOD-END> Sep-30-1997
<INVESTMENTS-AT-COST> 30,957,261
<INVESTMENTS-AT-VALUE> 36,445,648
<RECEIVABLES> 1,011,968
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<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 37,927,148
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<OTHER-ITEMS-LIABILITIES> 37,539
<TOTAL-LIABILITIES> 526,357
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 31,915,944
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<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,484,847
<NET-ASSETS> 37,400,791
<DIVIDEND-INCOME> 518,061
<INTEREST-INCOME> 75,958
<OTHER-INCOME> 0
<EXPENSES-NET> 279,212
<NET-INVESTMENT-INCOME> 314,807
<REALIZED-GAINS-CURRENT> 6,749,012
<APPREC-INCREASE-CURRENT> 3,979,986
<NET-CHANGE-FROM-OPS> 11,043,805
<EQUALIZATION> 0
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<NET-CHANGE-IN-ASSETS> 20,349,594
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<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 275,540
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<GROSS-EXPENSE> 363,850
<AVERAGE-NET-ASSETS> 27,554,045
<PER-SHARE-NAV-BEGIN> 0
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<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 100
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
