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. 25 ...................................... 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 Global Emerging Markets Equity
Portfolio.
BT INVESTMENT PORTFOLIOS
GLOBAL EMERGING MARKETS 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, one of which, Global Emerging
Markets Equity Portfolio, is described herein. Beneficial interests in the
Portfolio are issued solely in private placement transactions that do not
involve any "public offering" within the meaning of Section 4(2) of the
Securities Act of 1933, as amended (the "1933 Act"). Investments in the 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 the Portfolio is long term capital growth. The
Portfolio seeks to accomplish this investment objective through investments in a
well-diversified portfolio of non-U.S. companies predominantly domiciled in the
world's emerging countries. It is expected under normal conditions that at least
65% of the Portfolio's assets will be invested in the equity securities of
issuers based in at least three emerging markets countries. Bankers Trust
Company ("Bankers Trust") is the investment adviser (the "Adviser") of the
Portfolio. Investments in the Portfolio are not deposits or obligations of, or
guaranteed or endorsed by, Bankers Trust or any other banking or depository
institution. Investments in the Portfolio are not federally guaranteed or
insured by the Federal Deposit Insurance Corporation, the U.S. government, the
Federal Reserve Board or any other agency and are subject to investment risk
including possible loss of principal amount invested.
Additional information about the investment policies of the Portfolio appears in
Part B of this Registration Statement. There can be no assurance that the
investment objective of the Portfolio will be achieved. The Registrant
incorporates by reference information concerning the Portfolio's investment
objectives and policies and risk factors associated with investments in the
Portfolio from the sections entitled "Investment Objective and Policies," "Risk
Factors: Matching the Fund to Your Investment Needs," "Special Information
Concerning Master-Feeder Fund Structure," and "Securities and Investment
Practices," in the prospectus of BT Investment Funds-Global Emerging Markets
Equity Fund (the "Feeder Fund") ( the "Feeder Fund Prospectus"). Further
information about the risk factors associated with investments in the Portfolio
is incorporated herein by reference from the section entitled "Appendix" in the
Feeder Fund's Statement of Additional Information (the "Feeder Fund SAI").
ITEM 5. MANAGEMENT OF THE FUND
Registrant incorporates by reference information concerning the management of
the Portfolio from the sections entitled "Summary of Fund Expenses" and
"Management of the Trust and Portfolio" in the Feeder Fund Prospectus.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
The 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, such as the Portfolio. Each investor
is entitled to a vote in proportion to the amount of its investment in the
Portfolio. Investments in the Portfolio may not be transferred, but an investor
may withdraw all or any portion of his investment at any time at net asset
value. Investors in the Portfolio (e.g., investment companies, insurance company
separate accounts and common and commingled trust funds) will each be liable for
all obligations of the Portfolio. However, the risk of an investor in the
Portfolio incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance existed and the Portfolio
itself was unable to meet its obligations.
The Trust reserves the right to create and issue a number of series, in which
case investments in each series would participate equally in 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 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 Portfolio, investors
would be entitled to share pro rata in the net assets of the Portfolio available
for distribution to investors.
Registrant incorporates by reference additional information concerning the
Portfolio's capital stock from the sections entitled "Net Asset Value,"
"Purchase and Redemption of Shares," and "Dividends, Distributions and Taxes" in
the Feeder Fund Prospectus.
The net asset value of the Portfolio is determined each day on which the New
York Stock Exchange ("NYSE") is open for trading("Fund Business Day") (and on
such other days as are deemed necessary in order to comply with Rule 22c-1 under
the Investment Company Act of 1940 (the "1940 Act")). This determination is made
as of the close of regular trading on the NYSE with is currently 4:00 p.m.,
Eastern time (the "Valuation Time").
Each investor in the Portfolio may add to or reduce its investment in the
Portfolio on each Fund Business Day. At each Valuation Time on each such
business day, the value of each investor's beneficial interest in the Portfolio
will be determined by multiplying the net asset value of the Portfolio by the
percentage, effective for that day, that represents that investor's share of the
aggregate beneficial interests in the Portfolio. Any additions or withdrawals,
which are to be effected on that day, will then be effected. The investor's
percentage of the aggregate beneficial interests in the Portfolio will then be
recomputed as the percentage equal to the fraction (i) the numerator of which is
the value of such investor's investment in the Portfolio as of the Valuation
Time, on such day plus or minus, as the case may be, the amount of any additions
to or withdrawals from the investor's investment in the Portfolio effected on
such day, and (ii) the denominator of which is the aggregate net asset value of
the Portfolio as of the Valuation Time, on such day plus or minus, as the case
may be, the amount of the net additions to or withdrawals from the aggregate
investments in the Portfolio by all investors in the Portfolio. The percentage
so determined will then be applied to determine the value of the investor's
interest in the Portfolio as of the Valuation Time, on the following business
day of the Portfolio.
The net income of the Portfolio shall consist of (i) all income accrued, less
the amortization of any premium, on the assets of the Portfolio, less (ii) all
actual and accrued expenses of the Portfolio determined in accordance with
generally accepted accounting principles ("Net Income"). Interest income
includes discount earned (including both original issue and market discount) on
discount paper accrued ratably to the date of maturity and any net realized
gains or losses on the assets of the Portfolio. All the Net Income of the
Portfolio is allocated pro rata among the investors in the Portfolio. The Net
Income is accrued daily and distributed monthly to the investors in the
Portfolio.
Under the anticipated method of operation of the Portfolio, the Portfolio will
not be subject to any income tax. However, each investor in the Portfolio will
be taxable on its share (as determined in accordance with the governing
instruments of the Portfolio) of the Portfolio's ordinary income and capital
gain in determining its income tax liability. The determination of such share
will be made in accordance with the Code.
It is intended that the Portfolio's assets, income and distributions will be
managed in such a way that an investor in the Portfolio will be able to satisfy
the requirements of Subchapter M of the Code, assuming that the investor
invested all of its assets in the Portfolio.
ITEM 7. PURCHASE OF SECURITIES BEING OFFERED
Beneficial interests in the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. See "General Description of Registrant" above.
An investment in the Portfolio may be made without a sales charge. All
investments are made at the net asset value next determined if an order is
received by the Portfolio by the designated cutoff time for each accredited
investor. The net asset value of the Portfolio is determined on each Fund
Business Day. The 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.
<PAGE>
There is no minimum initial or subsequent investment in the Portfolio. However,
because the Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the yield on its assets, investments
must be made in federal funds (i.e., monies credited to the account of the
Trust's custodian bank by a Federal Reserve Bank) or securities acceptable to
the Portfolio.
The Trust and Edgewood Services, Inc. ("Edgewood") reserve the right to
cease accepting investments in the Portfolio at any time or to reject any
investment order.
The placement agent for the Portfolio is Edgewood. The principal business
address of Edgewood is Clearing Operations, P.O. Box 897, Pittsburgh,
Pennsylvania, 15230-0897. Edgewood receives no additional compensation for
serving as the placement agent for the Portfolio.
Registrant incorporates by reference information concerning the computation of
net asset value and valuation of the Portfolio's assets from the sections
entitled "Net Asset Value" and "Purchase and Redemption of Shares" in the Feeder
Fund Prospectus.
ITEM 8. REDEMPTION OR PURCHASE.
An investor in the Portfolio may withdraw all or any portion of its investment
at the net asset value next determined if a withdrawal request in proper form is
furnished by the investor to the Portfolio by the designated cutoff time for
each accredited investor. The proceeds of a withdrawal will be paid by the
Portfolio in federal funds normally on the Fund Business Day the withdrawal is
effected, but in any event within seven calendar days following receipt of the
request. The Portfolio reserve the right to pay redemptions in kind. Investments
in the Portfolio may not be transferred.
The right of any investor to receive payment with respect to any withdrawal may
be suspended or the payment of the withdrawal proceeds postponed during any
period in which the NYSE is closed (other than weekends or holidays) or trading
on such Exchange is restricted, or, to the extent otherwise permitted by the
1940 Act, if an emergency exists.
ITEM 9. PENDING LEGAL PROCEEDINGS.
Not applicable.
BT INVESTMENT PORTFOLIOS
GLOBAL EMERGING MARKETS 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 ..............1
Investment Advisory and Other Services............................1
Brokerage Allocation and Other Practices..........................2
Capital Stock and Other Securities................................2
Purchase, Redemption and Pricing of Securities....................2
Tax Status........................................................3
Underwriters......................................................3
Calculation of Performance Data...................................3
Financial Statements..............................................3
ITEM 12. GENERAL INFORMATION AND HISTORY.
Not applicable.
ITEM 13. INVESTMENT OBJECTIVES AND POLICIES.
Part A of this registration statement contains additional information about the
investment objective and policies of Global Emerging Markets Equity Portfolio
(the "Portfolio"). This Part B should only be read in conjunction with Part A.
Registrant incorporates by reference information concerning the investment
policies and limitations of the Portfolio from the sections entitled "Investment
Objectives, Policies and Restrictions" and "Appendix" in the statement of
additional information of BT Investment Funds-Global Emerging Markets Equity
Fund (the "Feeder Fund") (the "Feeder Fund SAI").
ITEM 14. MANAGEMENT OF THE FUND.
Registrant incorporates by reference information concerning the management of
the Portfolio from the section entitled "Management of the Trusts and Portfolio"
in the Feeder Fund SAI.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of April 1, 1998, the BT Investment Funds-Global Emerging Markets Equity Fund
and the BT Institutional Funds-Global Emerging Markets Equity Fund together
owned approximately 100% of the value of the outstanding interests in the
Portfolio. Because each Fund controls the 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 the Portfolio, the Fund will
hold a meeting of shareholders and will cast its votes as instructed by the
Fund's shareholders. It is anticipated that other registered investment
companies investing in the Portfolio will follow the same or a similar practice.
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES.
Registrant incorporates by reference information concerning the investment
advisory and other services provided for or on behalf of the Portfolio from the
section entitled "Management of the Trusts and Portfolio" in the Feeder Fund
SAI.
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES.
Registrant incorporates by reference information concerning the brokerage
allocation and other practices of the Portfolio from the section entitled
"Investment Objectives, 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, such as the Portfolio. No series of the Trust has
any preference over any other series. Investors in the Portfolio are entitled to
participate pro rata in distributions of taxable income, loss, gain and credit
of the Portfolio. Upon liquidation or dissolution of the Portfolio, investors
are entitled to share pro rata in the net assets of the Portfolio available for
distribution to investors. Investments in the Portfolio have no preference,
preemptive, conversion or similar rights and are fully paid and nonassessable,
except as set forth below. Investments in the Portfolio may not be transferred.
Each investor in the Portfolio is entitled to a vote in proportion to the amount
of its investment. The Portfolio and the other series of the Trust will all vote
together in certain circumstances (e.g., election of the Trust's Trustees and
auditors, as required by the 1940 Act and the rules thereunder). One or more
series of the Trust could control the outcome of these votes. Investors do not
have cumulative voting rights, and investors holding more than 50% of the
aggregate beneficial interests in the Trust, or in a series as the case may be,
may control the outcome of votes and in such event the other investors in the
Portfolio, or in the series, would not be able to elect any Trustee. The Trust
is not required and has no current intention to hold annual meetings of
investors but the Portfolio 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 the Portfolio, may enter into a merger or
consolidation, or sell all or substantially all of its assets, if approved by
the vote of two-thirds of the Portfolio's investors (with the vote of each being
in proportion to its percentage of the beneficial interests in the Portfolio),
except that if the Trustees of the Trust recommend such sale of assets, the
approval by vote of a majority of the investors (with the vote of each being in
proportion to its percentage of the beneficial interests of the Portfolio) will
be sufficient. The Portfolio may also be terminated (i) upon liquidation and
distribution of its assets, if approved by the vote of two-thirds of its
investors (with the vote of each being in proportion to the amount of its
investment), or (ii) by the Trustees of the Trust by written notice to its
investors.
The Trust is organized as a trust under the laws of the State of New York.
Investors in the Portfolio or any other series of the Trust will be held
personally liable for its obligations and liabilities, subject, however, to
indemnification by the Trust in the event that there is imposed upon an investor
a greater portion of the liabilities and obligations than its proportionate
beneficial interest. The Declaration of Trust also provides that the Trust shall
maintain appropriate insurance (for example, fidelity bonding and errors and
omissions insurance) for the protection of the Trust, its investors, Trustees,
officers, employees and agents covering possible tort and other liabilities.
Thus, the risk of an investor incurring financial loss on account of investor
liability is limited to circumstances in which both inadequate insurance existed
and the Trust itself was unable to meet its obligations with respect to any
series thereof.
The Declaration of Trust further provides that obligations of the Portfolio or
any other series of the Trust are not binding upon the Trustees individually but
only upon the property of the Portfolio or other series of the Trust, as the
case may be, and that the Trustees will not be liable for any action or failure
to act, but nothing in the Declaration of Trust protects a Trustee against any
liability to which he would otherwise be subject by reason of 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 the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. See Item 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 the Portfolio in determining its net asset value and the timing of such
determinations from the section entitled "Valuation of Securities; Redemptions
and Purchases in Kind" in the Feeder Fund SAI.
ITEM 20. TAX STATUS.
Registrant incorporates by reference information concerning the taxation of the
Portfolio from the section entitled "Taxation" in the Feeder Fund SAI.
It is intended that the assets, income and distributions of the Portfolios will
be managed in such a way that an investor in each Portfolio will be able to
satisfy the requirements of Subchapter M of the Code, assuming that the investor
invested all of its assets in that Portfolio.
There are certain tax issues that will be relevant to only certain of the
investors in the Portfolio. All investors are advised to consult their own tax
advisors as to the tax consequences of an investment in the Portfolio.
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 the Portfolio.
ITEM 22. CALCULATION OF FUND PERFORMANCE DATA.
Not applicable.
ITEM 23. FINANCIAL STATEMENTS.
The Portfolio's financial statements will be filed by Amendment.
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:
To be filed by amendment.
(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; 12
(v) Form of Investment Advisory Agreement for Pacific Basin
Equity Portfolio; 12
(vi) Form of Sub-Investment Advisory Agreement for Pacific
Basin Equity Portfolio; 12
(vii) Copy of Exhibit A to Investment Advisory Agreement; 12
(6) Not Applicable
(7) Not Applicable
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* Previously filed.
+ All exhibits have been filed electronically.
2. Incorporated by reference to Amendment No. 3 to Registrant's Registration
Statement as filed with the Commission on September 20, 1993. 3. Incorporated by
reference to Amendment No. 9 to Registrant's Registration Statement as filed
with the Commission on August 1, 1995. 4. Incorporated by reference to Amendment
No. 10 to Registrant's Registration Statement as filed with the Commission on
January 1, 1996. 7. Incorporated by reference to Amendment No. 13 to
Registrant's Registration Statement as filed with the Commission on January 30,
1997. 10. Incorporated by reference to Amendment No. 17 to Registrant's
Registration Statement as filed with the Commission on April 16, 1997. 12
Incorporated by reference to Amendment No. 24 to Registrant's Registration
Statement as filed with the Commission on January 28, 1998.
<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; 12
(ii) Conformed copy of Amendment #2 to Exhibit A of the
Custodian Agreement; 12
(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; 12
(iii) Copy of Exhibit D to the Administration and Services
Agreement; 12
(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) Not Applicable
(18) Not Applicable
(19) Conformed copy of Power of Attorney; 8
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:
None
- -----------------------------------
+ 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.
12. Incorporated by reference to Amendment No. 24 to Registrant's Registration
Statement as filed with the Commission on January 28, 1998.
<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
TITLE OF CLASS Number of Record Holders
AS OF APRIL 1, 1998
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 2
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
Corporation. Bankers Trust conducts a variety of commercial banking and trust
activities and is a major wholesale supplier of financial services to the
international institutional market. To the knowledge of the Trust, none of the
directors or officers of Bankers Trust, except those set forth below, is or has
been at anytime during the past two fiscal years engaged in any other business,
profession, vocation or employment of a substantial nature, except that certain
directors and officers also hold various positions with and engage in business
for Bankers Trust New York Corporation. Set forth below are the names and
principal businesses of the directors and officers of Bankers Trust who are or
during the past two fiscal years have been engaged in any other business,
profession, vocation or employment of a substantial nature. These persons may be
contacted c/o Bankers Trust Company, 130 Liberty Street, New York, New York
10006.
George B. Beitzel, International Business Machines Corporation, Old Orchard
Road, Armonk, NY 10504. Director, Bankers Trust Company; Retired senior vice
president and Director, International Business machines Corporation; Director,
Computer Task Group; Director, Phillips Petroleum Company; Director, Caliber
Systems, Inc. (formerly, Roadway Services Inc.); Director, Rohm and Haas
Company; Director, TIG Holdings; Chairman emeritus of Amherst College; and
Chairman of the Colonial Willimsburg Foundation.
Richard H. Daniel, Bankers Trust Company, 130 Liberty Street, New York, New York
10006. Vice chairman and chief financial officer, Bankers Trust Company and
Bankers Trust New York Corporation; Beneficial owner, general partner, Daniel
Brothers, Daniel Lingo & Assoc., Daniel Pelt & Assoc.; Beneficial owner, Rhea C.
Daniel Trust.
5. Incorporated by reference to Post-Effective Amendment No. 11 to
Registrant's Registration Statement as filed with the Commission on January
29, 1996.
<PAGE>
Philip A. Griffiths, Bankers Trust Company, 130 Liberty Street, New York, New
York 10006. Director, Institute for Advanced Study; Director, Bankers Trust
Company; Chairman, Committee on Science, Engineering and Public Policy of the
National Academies of Sciences and Engineering & the Institute of Medicine; and
Chairman and member, Nominations Committee and Committee on Science and
Engineering Indicators, National Science Board; Trustee, North Carolina School
of Science and Mathematics and the Woodward Academy.
William R. Howell, J.C. Penney Company, Inc., P.O. Box 10001, Plano, TX
75301-0001. Chairman Emeritus, J.C. Penney Company, Inc.; Director, Bankers
Trust Company; Director, Exxon Corporation; Director, Halliburton Company;
Director, Warner-Lambert Corporation; Director, The Williams Companies, Inc.;
and Director, National Retail Federation.
Vernon E. Jordan, Jr., Akin, Gump, Strauss, Hauer & Feld, LLP, 1333 New
Hampshire Ave., N.W., Washington, DC 20036. Senior Partner, Akin, Gump, Strauss,
Hauer & Feld, LLP; Director, Bankers Trust Company; Director, American Express
Company; Director, Dow-Jones, Inc.; Director, J.C. Penney Company, Inc.;
Director, Revlon Group Incorporated; Director, Ryder System, Inc.; Director,
Sara Lee Corporation; Director, Union Carbide Corporation; Director, Xerox
Corporation; Trustee, Brookings Institution; Trustee, The Ford Foundation; and
Trustee, Howard University.
David Marshall, 130 Liberty Street, New York, New York 10006. Chief Information
Officer and Executive Vice President, Bankers Trust New York Corporation; Senior
Managing Director, Bankers Trust Company.
Hamish Maxwell, Philip Morris Companies Inc., 120 Park Avenue, New York, NY
10006. Retired Chairman and Chief Executive Officer, Philip Morris Companies
Inc.; Director, Bankers Trust Company; Director, The News Corporation Limited;
Director, Sola International Inc.; and Chairman, WWP Group pic.
Frank N. Newman, Bankers Trust Company, 130 Liberty Street, New York, New York
10006. Chairman of the Board, Chief Executive Officer and President, Bankers
Trust New York Corporation and Bankers Trust Company; Director, Bankers Trust
Company; Director, Dow-Jones, Inc.; and Director, Carnegie Hall.
N.J. Nicholas Jr., 745 Fifth Avenue, New York, NY 10020. Director, Bankers
Trust Company; Director, Boston Scientific Corporation; and Director, Xerox
Corporation.
Russell E. Palmer, The Palmer Group, 3600 Market Street, Suite 530,
Philadelphia, PA 19104. Chairman and Chief Executive Officer of The Palmer
Group; Director, Bankers Trust Company; Director, Allied-Signal Inc.; Director,
Federal Home Loan Mortgage Corporation; Director, GTE Corporation; Director, The
May Department Stores Company; Director, Safeguard Scientifics, Inc.; and
Trustee, University of Pennsylvania.
Donald L. Staheli, Bankers Trust Company, 130 Liberty Street, New York, New York
10006. Chairman of the Board and Chief Executive Officer, Continental Grain
Company; Director, Bankers Trust Company; Director, ContiFinancial Corporation;
Director, Prudential Life Insurance Company of America; Director, Fresenius
Medical Care, A.g.; Director, America-China Society; Director, National
Committee on United States-China Relations; Director, New York City Partnership;
Chairman, U.S.-China Business Council; Chairman, Council on Foreign Relations;
Chairman, National Advisor Council of Brigham Young University's Marriott School
of Management; Vice Chairman, The Points of Light Foundation; and Trustee,
American Graduate School of International Management.
Patricia Carry Stewart, c/o Office of the Secretary, 130 Liberty Street, New
York, NY 10006. Director, Bankers Trust Company; Director, CVS Corporation;
Director, Community Foundation for Palm Beach and Martin Counties; Trustee
Emerita, Cornell University.
George J. Vojta, Bankers Trust Company, 130 Liberty Street, New York, NY 10006.
Vice Chairman, Bankers Trust New York Corporation and Bankers Trust Company;
Director, bankers Trust Company; Director; Alicorp S.A.; Director; Northwest
Airlines; Director, Private Export Funding Corp.; Director, New York State
Banking Board; Director, St. Lukes-Roosevelt Hospital Center; Partner, New York
City Partnership; and Chairman, Wharton Financial Services Center.
Paul A. Volcker, Bankers Trust Company, 130 Liberty Street, New York, New York
10006. Director, Bankers Trust Company; Director, American Stock Exchange;
Director, Nestle S.A.; Director, Prudential Insurance Company; Director, UAL
Corporation; Chairman, Group of 30; North American Chairman, Trilateral
Commission; Co-Chairman, Bretton Woods Committee; Co-Chairman, U.S./Hong Kong
Economic Cooperation Committee; Director, American Council on Germany; Director,
Aspen Institute; Director, Council on Foreign Relations; Director, The Japan
Society; and Trustee, The American Assembly.
Melvin A. Yellin, Bankers Trust Company, 130 Liberty Street, New York, New York
10006. Senior Managing Director and General Counsel of Bankers Trust New York
Corporation and Bankers Trust Company; Director, 1136 Tenants Corporation; and
Director, ABA Securities Association.
ITEM 29. PRINCIPAL UNDERWRITERS:
(a) Edgewood 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, Deutsche Portfolios, Deutsche Funds,
Inc., 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.), 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 25th 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 20th day of April, 1998.
BT INVESTMENT PORTFOLIOS
By: /s/ Jay S. Neuman
Jay S. Neuman, Secretary
April 20, 1998
