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. 30 ....................................... 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)
Copies to:
Jay S. Neuman, Esquire Burton M. Leibert, Esq.
Federated Investors Tower Willkie Farr & Gallagher
Pittsburgh, Pennsylvania 15222-3779 787 Seventh Avenue
(Name and Address of Agent for Service) New York, New York 10019-6099
......
<PAGE>
Explanatory
This Amendment to the Registrant's Registration Statement on Form N-1A (the
"Registration Statement") has been filed by the Registrant pursuant to Section
8(b) of the Investment Company Act of 1940. 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 BT PreservationPlus Portfolio.
BT INVESTMENT PORTFOLIOS
BT PRESERVATIONPLUS 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 pursuant to a Declaration of Trust dated as of March 27, 1993.
Beneficial interests in the Trust are currently divided into fifteen separate
series ("Series"), each having distinct investment objectives and policies. The
following Series are currently operating: Asset Management Portfolio II, Asset
Management Portfolio III, Liquid Assets Portfolio, Small Cap Portfolio, Global
High Yield Securities Portfolio, Latin American Equity Portfolio, Pacific Basin
Equity Portfolio, EAFE Equity Index Portfolio, Small Cap Index Portfolio, U.S.
Bond Index Portfolio, BT PreservationPlus Portfolio, International Small Company
Equity Portfolio, Global Emerging Markets Equity Portfolio, and BT
PreservationPlus Income Portfolio. Only the PreservationPlus Portfolio is
described herein. Beneficial interests in the PreservationPlus Portfolio are
issued solely in private placement transactions that do not involve any "public
offering" within the meaning of Section 4(2) of the 1933 Act. Investments in the
PreservationPlus Portfolio may only be made by investment companies, insurance
company separate accounts, common or commingled trust funds or similar
organizations or entities which are "accredited investors" as defined in
Regulation D under the 1933 Act. This Registration Statement, as amended, does
not constitute an offer to sell, or the solicitation of an offer to buy, any
"security" within the meaning of the 1933 Act.
The investment objective of the PreservationPlus Portfolio is to provide
investors with a high level of current income while seeking to maintain a stable
value per share. The PreservationPlus Portfolio seeks to achieve this objective
by investing in a diversified portfolio of fixed income securities, money market
instruments, futures, options and other instruments, and by entering into
contracts with financial institutions, such as insurance companies and banks,
that are intended to maintain a stable value per share. Investments in the
PreservationPlus Portfolio are neither insured nor guaranteed by the U.S.
Government. Investments in the PreservationPlus Portfolio are not deposits or
obligations of, or guaranteed or endorsed by, Bankers Trust Company ("Bankers
Trust"), the investment adviser of the PreservationPlus Portfolio, and are not
Federally insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other agency.
Additional information about the investment policies of the PreservationPlus
Portfolio appears in Part B. The Registrant incorporates by reference
information concerning the PreservationPlus Portfolio's investment objective and
policies and the risk factors associated with investments in the
PreservationPlus Portfolio from the sections entitled "Investment Principles and
Risks," "Investment Objective and Policies," "Risk Factors and Certain
Securities and Investment Practices," "Special Information Concerning the
Master-Feeder Fund Structure," and "Securities and Investment Practices of the
Portfolio" in the PreservationPlus Fund prospectus (the "Feeder Fund
Prospectus"). Further information about the risk factors associated with
investments in the PreservationPlus Portfolio is incorporated herein by
reference from the section entitled "Appendix" in the Feeder Fund's SAI (the
"Feeder Fund SAI").
ITEM 5. MANAGEMENT OF THE PRESERVATIONPLUS PORTFOLIO.
Registrant incorporates by reference information concerning the management of
the PreservationPlus Portfolio from "Expense Summary" and "Management of the
Trusts" in the Feeder Fund Prospectus.
<PAGE>
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
The Trust is organized as a trust under the laws of the State of New York. Under
the Declaration of Trust, the Trustees are authorized to issue beneficial
interests in separate series of the Trust, such as the PreservationPlus
Portfolio. Each investor is entitled to a vote in proportion to the amount of
its investment in the PreservationPlus Portfolio. Investments in the
PreservationPlus Portfolio may not be transferred, but an investor may withdraw
all or any portion of its investment at any time at net asset value. Investors
in the PreservationPlus Portfolio (e.g., investment companies, insurance company
separate accounts and common and commingled trust funds) will each be liable for
all obligations of the PreservationPlus Portfolio. However, the risk of an
investor in the PreservationPlus Portfolio incurring financial loss on account
of such liability is limited to circumstances in which both inadequate insurance
existed and the PreservationPlus Portfolio itself was unable to meet its
obligations.
The Trust currently has fifteen Series and reserves the right to create
additional Series. Each Series will participate equally in the earnings and
assets of the particular Series. Investments in the PreservationPlus Portfolio
have no pre-emptive or conversion rights and are fully paid and non-assessable,
except as set forth below. The Trust is not required and has no current
intention to hold annual meetings of investors, but the Trust will hold special
meetings of investors when in the judgment of the Trustees it is necessary or
desirable to submit matters for an investor vote. Changes in fundamental
policies will be submitted to investors for approval. Investors have under
certain circumstances (e.g., upon application and submission of certain
specified documents to the Trustees by a specified percentage of the aggregate
value of the Trust's outstanding interests) the right to communicate with other
investors in connection with requesting a meeting of investors for the purpose
of removing one or more Trustees. Investors also have the right to remove one or
more Trustees without a meeting by a declaration in writing by a specified
number of investors. Upon liquidation of the PreservationPlus Portfolio,
investors would be entitled to share pro rata in the net assets of the
PreservationPlus Portfolio available for distribution to investors.
Registrant incorporates by reference additional information concerning the
PreservationPlus Portfolio's capital stock from "Other Classes of Shares," "Net
Asset Value," "Account Information," "Transactions in Fund Shares," "Management
of the Trusts," "Special Information Concerning the Master--Feeder Fund
Structure," "Additional Information About the Trusts," "Dividends and Capital
Gain Distributions" and "Tax Considerations" in the Feeder Fund Prospectus.
Under the anticipated method of operation of the Trust, the PreservationPlus
Portfolio will not be subject to any income tax. However, each investor in the
Portfolio will be taxable on its share (as determined in accordance with the
governing instruments of the Trust) of the Portfolio's ordinary income and
capital gain in determining its income tax liability. The determination of such
share will be made in accordance with the Internal Revenue Code of 1986, as
amended (the "Code"), and regulations promulgated thereunder.
It is intended that the Portfolio's assets, income and distributions will be
managed in such a way that an investor in the Portfolio will be able to satisfy
the requirements of Subchapter M of the Code, assuming that the investor
invested all of its assets in the Portfolio.
ITEM 7. PURCHASE OF INTERESTS IN THE PRESERVATIONPLUS PORTFOLIO.
Beneficial interests in PreservationPlus Portfolio are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. See "General Description of Registrant"
above.
Registrant incorporates by reference information concerning the computation of
net asset value and the valuation of the PreservationPlus Portfolio's assets
from "Transactions in Fund Shares" and "Net Asset Value" in the Feeder Fund
Prospectus. For further information regarding the valuation of PreservationPlus
Portfolio's assets, see Part B, Item 19 of this Registration Statement.
There is no minimum initial or subsequent investment in the PreservationPlus
Portfolio. The PreservationPlus Portfolio reserves the right to cease accepting
investments at any time or to reject any investment order.
The Trust's placement agent is ICC Distributors, Inc. ("ICC"). . ICC's
principal business address is Two Portland Square, Portland, Maine 04101.
ITEM 8. REDEMPTION OR REPURCHASE.
Registrant incorporates by reference information concerning redemptions and
repurchases from the section entitled "Transactions in Fund Shares" in the
Feeder Fund Prospectus.
ITEM 9. PENDING LEGAL PROCEEDINGS.
Not applicable.
BT INVESTMENT PORTFOLIOS
BT PRESERVATIONPLUS PORTFOLIO
PART B
Part B of this Registration Statement should be read only in conjunction with
Part A. Capitalized terms used in this Part B and not otherwise defined have the
meanings given them in Part A.
ITEM 10. COVER PAGE.
Not applicable.
ITEM 11. TABLE OF CONTENTS.
General Information and History. 1
Investment Objectives and Policies 1
Management of the Trust. 2
Control Persons and Principal Holders of Securities 2
Investment Management and Other Services.... 2
Brokerage Allocation and Other Practices. 2
Capital Stock and Other Securities. 2
Purchase, Redemption, and Pricing of Securities Being Offered 3
Tax Status 3
Underwriters 3
Calculation of Performance Data 4
Financial Statements 4
ITEM 12. GENERAL INFORMATION AND HISTORY.
Not applicable.
ITEM 13. INVESTMENT OBJECTIVES AND POLICIES.
Part A contains additional information about the investment objective and
policies of the PreservationPlus Portfolio series of the Trust. Registrant
incorporates by reference information concerning the investment policies and
limitations of the Portfolio from "Investment Objective, Policies and
Restrictions" and "Appendix" in the Feeder Fund SAI.
ITEM 14. MANAGEMENT OF THE TRUST.
Registrant incorporates by reference information concerning the management of
the Trust from "Management of the Trusts" in the Feeder Fund SAI.
The Trust's Declaration of Trust provides that it will indemnify its Trustees
and officers against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with the
Trust, unless, as to liability to the Trust or the investors in the
PreservationPlus Portfolio or any other Series of the Trust, it is finally
adjudicated that they engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in their offices, or
unless with respect to any other matter it is finally adjudicated that they did
not act in good faith in the reasonable belief that their actions were in the
best interests of the Trust. In the case of settlement, such indemnification
will not be provided unless it has been determined by a court or other body
approving the settlement or other disposition, or by a reasonable determination,
based upon a review of readily available facts, by vote of a majority of
disinterested Trustees or in a written opinion of independent counsel, that such
officers or Trustees have not engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of November 30, 1998, the Feeder Fund owned approximately 99.99% of the
interests in the PreservationPlus Portfolio. Because the Feeder Fund controls
the PreservationPlus Portfolio, it may take actions affecting the
PreservationPlus Portfolio without the approval of any other investor.
The Feeder Fund has informed the PreservationPlus Portfolio that whenever it is
requested to vote on any proposal pertaining to the PreservationPlus Portfolio,
the Feeder Fund will hold a meeting of its shareholders and will cast its vote
proportionately as instructed by its shareholders. It is anticipated that any
other investor in PreservationPlus Portfolio that is an investment company
registered under the 1940 Act will follow the same or a similar practice.
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES.
Registrant incorporates by reference information concerning the investment
advisory and other services provided for or on behalf of the PreservationPlus
Portfolio from "Management of the Trusts" and "Organization of the Trust" in the
Feeder Fund SAI.
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES.
Registrant incorporates by reference information concerning the brokerage
allocation and other practices of the PreservationPlus Portfolio from
"Investment Objective, Policies and Restrictions - Portfolio Transactions and
Brokerage Commissions" in the Feeder Fund SAI.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES.
Under the Declaration of Trust, the Trustees are authorized to issue beneficial
interests in separate Series, including the PreservationPlus Portfolio. No such
Series of the Trust has any preference over any other Series. Investors in
PreservationPlus Portfolio are entitled to participate pro rata in distributions
of taxable income, loss, gain, and credit of the PreservationPlus Portfolio.
Upon liquidation or dissolution of PreservationPlus Portfolio, investors are
entitled to share pro rata in the net assets of PreservationPlus Portfolio
available for distribution to investors. Investments in PreservationPlus
Portfolio have no preference, preemptive, conversion or similar rights and are
fully paid and nonassessable, except as set forth below. Investments in the
PreservationPlus Portfolio may not be transferred.
Each investor in the PreservationPlus Portfolio is entitled to vote in
proportion to the amount of its investment. The PreservationPlus Portfolio and
the other Series of the Trust will all vote together in certain circumstances
(e.g., election of the Trust's Trustees and auditors, as required by the 1940
Act and the rules thereunder). One or more Series of the Trust could control the
outcome of these votes. Investors do not have cumulative voting rights, and
investors holding more than 50% of the aggregate beneficial interests in the
Trust, or in a Series as the case may be, may control the outcome of votes and
in such event the other investors in the PreservationPlus Portfolio, or in the
Series, would not be able to elect any Trustee. The Trust is not required and
has no current intention to hold annual meetings of investors but the Trust will
hold special meetings of investors when in the judgment of the Trust's Trustees
it is necessary or desirable to matters for an investor vote. No material
amendment may be made to the Trust's Declaration of Trust without the
affirmative majority vote of investors (with the vote of each being in
proportion to the amount of its investment).
The Trust, with respect to the PreservationPlus Portfolio, may enter into a
merger or consolidation, or sell all or substantially all of its assets, if
approved by the vote of two-thirds of the PreservationPlus Portfolio's investors
(with the vote of each being in proportion to its percentage of the beneficial
interests in the PreservationPlus Portfolio), except that if the Trustees of the
Trust recommend such sale of assets, the approval by vote of a majority of the
investors (with the vote of each being in proportion to its percentage of the
beneficial interests of PreservationPlus Portfolio) will be sufficient. The
PreservationPlus Portfolio may also be terminated (i) upon liquidation and
distribution of its assets, if approved by the vote of two-thirds of its
investors (with the vote of each being in proportion to the amount of its
investment), or (ii) by the Trustees of the Trust by written notice to its
investors.
The Trust is organized as a trust under the laws of the State of New York.
Investors in the PreservationPlus Portfolio or any other Series of the Trust
will be held personally liable for its obligations and liabilities, subject,
however, to indemnification by the Trust in the event that there is imposed upon
an investor a greater portion of the liabilities and obligations than its
proportionate beneficial interest. The Declaration of Trust also provides that
the Trust shall maintain appropriate insurance (for example, fidelity bonding
and errors and omissions insurance) for the protection of the Trust, its
investors, Trustees, officers, employees and agents covering possible tort and
other liabilities. Thus, the risk of an investor incurring financial loss on
account of investor liability is limited to circumstances in which both
inadequate insurance existed and the Trust itself was unable to meet its
obligations with respect to any Series thereof.
The Declaration of Trust further provides that obligations of the
PreservationPlus Portfolio or any other series of the Trust are not binding upon
the Trustees individually but only upon the property of the PreservationPlus
Portfolio or other Series of the Trust, as the case may be, and that the
Trustees will not be liable for any action or failure to act, but nothing in the
Declaration of Trust protects a Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.
The Trust reserves the right to create a number of Series, in which case
investments in each Series would participate equally in the earnings and assets
of the particular Series. Investors in each Series would be entitled to vote
separately to approve advisory agreements or changes in investment policy, but
investors of all Series may vote together in the election or selection of
Trustees and accountants. Upon liquidation or dissolution of any Series of the
Trust, the investors in that Series would be entitled to share pro rata in the
net assets of that Series available for distribution to investors.
ITEM 19. PURCHASE, REDEMPTION, AND PRICING OF SECURITIES BEING OFFERED.
Beneficial interests in the PreservationPlus Portfolio are issued solely in
private placement transactions, which do not involve any "public offering"
within the meaning of Section 4(2) of the Securities Act of 1933, as amended.
See also Item 7, "Purchase of Securities Being Offered" and Item 8, "Redemption
or Repurchase" in Part A of this Registration Statement.
Registrant incorporates by reference information concerning the method followed
by the PreservationPlus Portfolio in determining its net asset value and the
timing of such determinations from "Valuation of Assets; Redemptions in Kind" in
the Feeder Fund SAI.
ITEM 20. TAX STATUS.
Registrant incorporates by reference information concerning the taxation of the
PreservationPlus Portfolio from "Taxation" in the Feeder Fund SAI.
ITEM 21. UNDERWRITERS.
The Trust's placement agent is ICC Distributors, Inc. ("ICC") . The principal
business address for ICC is Two Portland Square, Portland, Maine 04101.
Investment companies, insurance company separate accounts, common and commingled
trust funds and similar organizations and entities may continuously invest in
the PreservationPlus Portfolio.
ITEM 22. CALCULATION OF PERFORMANCE DATA.
Not applicable
ITEM 23. FINANCIAL STATEMENTS
The Portfolio's financial statements are hereby incorporated by reference from
the Registrant's Annual Report and have been included in reliance upon the
report of Ernst & Young LLP, independent certified public accountants, as
experts in accounting and auditing.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<DISTRIBUTIONS-OTHER> 0
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<NUMBER-OF-SHARES-REDEEMED> (1,352,200)
<SHARES-REINVESTED> 91,836
<NET-CHANGE-IN-ASSETS> 232,737,181
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.28
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.28
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.00
<EXPENSE-RATIO> 0.55
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 05
<NAME> Preservation Plus Fund (Service Class)
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Sep-30-1998
<PERIOD-END> Sep-30-1998
<INVESTMENTS-AT-COST> 232,551,276
<INVESTMENTS-AT-VALUE> 232,551,276
<RECEIVABLES> 1,299,933
<ASSETS-OTHER> 229,118
<TOTAL-ASSETS> 234,080,327
<PAYABLE-FOR-SECURITIES> 213,768
<OTHER-ITEMS-LIABILITIES> 1,129,378
<TOTAL-LIABILITIES> 1,343,146
<PAID-IN-CAPITAL-COMMON> 404,430
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 404,430
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 7,494,602
<EXPENSES-NET> 112,861
<NET-INVESTMENT-INCOME> 7,381,741
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 7,381,741
<DISTRIBUTIONS-OF-INCOME> 420
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 40,443
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 232,737,181
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.01
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.01
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.00
<EXPENSE-RATIO> 0.80
</TABLE>
