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. 27 ....................................... X
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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 Asset Management Portfolio II and
Asset Management Portfolio III.
Asset Management Portfolio II
Asset Management Portfolio III
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, diversified, 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, two of which, Asset Management
Portfolio II and Asset Management Portfolio III (each a "Portfolio" and,
collectively, the "Portfolios") are described herein. 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
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.
Each Portfolio seeks to achieve its investment objective by allocating
investments among stocks, bonds and short-term instruments. The Portfolio's
investment objectives are as follows: Asset Management Portfolio II seeks
long-term capital growth, current income and growth of income, consistent with
reasonable investment risks; and Asset Management Portfolio III seeks high
income over the long term consistent with conservation of capital. 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"), the investment adviser,
or the Portfolios, 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 each Portfolio appears
in Part B of this Registration Statement. There can be no assurance that the
investment objective 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," and "Additional Information" in the BT
Investment Lifecycle Mid Range Fund's and BT Investment Lifecycle Short Range
Fund's 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.
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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. 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: the
Portfolios and Liquid Assets Portfolio, Global High Yield Securities Portfolio,
Latin American Equity Portfolio, Small Cap Portfolio, Pacific Basin Equity
Portfolio, EAFE(R) Equity Index Portfolio, U.S. Bond Index Portfolio, Small Cap
Index Portfolio and Equity 500 Equal Weighted Index Portfolio, 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 close of business 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 at the close of business 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 close of business on such day plus or minus, as the case may
be, the amount of any additions to or withdrawals from the investor's investment
in each Portfolio effected on such day, and (ii) the denominator of which is the
aggregate net asset value of each Portfolio as of the close of business on such
day plus or minus, as the case may be, the amount of the net additions to or
withdrawals from the aggregate investments in 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 close of
business on the following business day of each Portfolio.
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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 Internal Revenue Code of 1986, as amended
(the "Code"), and regulations promulgated thereunder.
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 load. 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's
Business Day.
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).
Each Portfolio may, at its own option, accept securities in payment for
interests. The securities delivered in payment for interests are valued by the
method described under "Purchase, Redemption and Pricing of Securities" in Part
B as of the day a Portfolio receives the securities. This is a taxable
transaction to the investor. Securities may be accepted in payment for interests
only if they are, in the judgment of Bankers Trust, appropriate investments for
the Portfolio. In addition, securities accepted in payment for interests must:
(i) meet the investment objective and policies of the Portfolio; (ii) be
acquired by the Portfolio for investment and not for resale; (iii) be liquid
securities which are not restricted as to transfer either by law or liquidity of
market; and (iv) if stock, have a value which is readily ascertainable as
evidenced by a listing on a stock exchange, over-the-counter market or by
readily available market quotations from a dealer in such securities. Each
Portfolio reserves the right to accept or reject at its own option any and all
securities offered in payment for its interests.
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 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-5829. 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 the 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 REPURCHASE.
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.
Asset Management Portfolio II
Asset Management Portfolio III
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 Being Offered 3
Tax Status 3
Underwriters 4
Calculation of Performance Data 4
Financial Statements 4
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 objectives and policies of Asset Management Portfolio II and Asset
Management Portfolio III (each a "Portfolio", collectively, the "Portfolios").
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 Portfolios from the sections entitled "Investment Objectives
and Policies" and "Appendix" in the Feeder Funds' 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 Trust
and Portfolio" in the Feeder Funds' SAI. The Portfolios' Declaration of Trust
provides that it will indemnify its Trustees and officers against liabilities
and expenses incurred in connection with litigation in which they may be
involved because of their offices with the Portfolio, unless, as to liability to
the Portfolio or the investors in the Portfolio, 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
Portfolios. 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 June 15, 1998, BT Investment Lifecycle Short Range Fund and BT Investment
Lifecycle Mid Range Fund (each a "Fund") (series of shares of BT Investment
Funds each owned approximately 100% of the value of the outstanding interests in
Asset Management Portfolio III and Asset Management Portfolio II, respectively.
Because BT Investment Lifecycle Short Range Fund and BT Investment Lifecycle Mid
Range Fund controls the corresponding Portfolios, 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 a
Portfolio, the Fund will, except as permitted by the SEC, hold a meeting of
shareholders and will cast its votes as instructed by the Fund's shareholders in
the same proportion as the votes of the Fund's shareholders. Fund shareholders
who do not vote will not affect the Fund's votes at the Portfolio meeting. The
percentage of the Fund's votes representing Fund shareholders not voting will be
voted by the Trustees or officers of the Fund in the same proportion as the Fund
shareholders who do, in fact, vote. Whenever a Fund is requested to vote on a
matter pertaining to a Portfolio, the Fund will vote its shares without a
meeting of the Fund shareholders if the proposal, if made with respect to such
Fund, would not require the vote of the Fund shareholders as long as such action
is permissible under applicable statutory and regulatory requirements. It is
anticipated that other registered investment companies investing in the
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 each Portfolio 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 each Portfolio from the section
entitled "Investment Objective and Policies-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 7
"Purchase of Securities Being Offered" and Item 8 "Redemption and 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 Portfolio from the section entitled
"Taxation" in the Feeder Funds' 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 may be relevant to only certain of
the investors in each Portfolio. All investors are advised to consult their own
tax advisors as to the tax consequences of an investment in the Portfolios. ITEM
21. UNDERWRITERS. The placement agent for the Trust is Edgewood, 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 PERFORMANCE DATA. Not applicable. ITEM 23. FINANCIAL
STATEMENTS. Each Portfolio's financial statements are hereby incorporated by
referenced from the Registrant's Annual Report dated March 31, 1998 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 by reference to the Annual Reports of BT Investment
Funds dated March 31, 1998, 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; 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
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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 April 30, 1998.
<PAGE>
(6) Not Applicable
(7) Not Applicable
(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
(iii) Conformed copy of Cash Services Addendum to 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; 14
(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) Copy of 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
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+ All exhibits have been filed electronically.
1. Incorporated by reference to the Registrant's registration statement on
Form N-lA ("Registration Statement") as filed with the Commission on June
7, 1993.
4. Incorporated by reference to Amendment No. 10 to Registrant's Registration
Statement as filed with the Commission on January 1, 1996.
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.
14. Incorporated by reference to Amendment No. 26 to Registrant's Registration
Statement as filed with the Commission on July 3, 1997.
<PAGE>
ITEM 26. Number of Holders of Securities.
Title of Class Number of Record Holders
as of June 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, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Arthur L. Cherry Director, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
J. Christopher Donahue Director, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Ronald M. Petnuch Vice President, President
5800 Corporate Drive Edgewood Services, Inc. and Treasurer
Pittsburgh, PA 15237-5829
<PAGE>
Thomas P. Schmitt Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Thomas P. Sholes Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Ernest L. Linane Assistant Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
S. Elliott Cohan Secretary, Assistant
5800 Corporate Drive Edgewood Services, Inc. Secretary
Pittsburgh, PA 15237-5829
Thomas J. Ward Assistant Secretary, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Kenneth W. Pegher, Jr. Treasurer, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
(c) None
ITEM 30. Location of Accounts and Records:
Registrant: Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Bankers Trust Company: 130 Liberty Street,
(Investment Adviser, Custodian New York, New York 10006.
and Administrator)
Investors Fiduciary Trust Company: 127 West 10th Street,
(Transfer Agent and Dividend Kansas City, MO 64105.
Distribution Agent)
Edgewood Services, Inc.: 5800 Corporate Drive
(Placement Agent Pittsburgh, Pennsylvania 15237-5829
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 27th amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized in the City of Pittsburgh and the Commonwealth of Pennsylvania,
on the 1st day of July, 1998.
BT INVESTMENT PORTFOLIOS
By: /s/ Jay S. Neuman
Jay S. Neuman, Secretary
July 1, 1998
Exhibit 8(iii) under Form N-1A
Exhbit 10 under Item 601/Reg. S-K
CASH SERVICES ADDENDUM, dated as of December 18, 1997 (this "Addendum"),
to the CUSTODIAN AGREEMENT (the "Agreement") between BANKERS TRUST COMPANY (the
"Custodian") and each of the following investment companies: BT Investment
Funds, BT Institutional Funds, BT Pyramid Mutual Funds, BT Advisor Funds, Cash
Management Portfolio, Treasury Money Portfolio, Tax Free Money Portfolio, NY Tax
Free Money Portfolio, International Equity Portfolio, Short/Intermediate U.S.
Government Securities Portfolio, Equity 500 Index Portfolio, Asset Management
Portfolio, Capital Appreciation Portfolio, Intermediate Tax Free Portfolio, and
BT Investment Portfolios.(each, an "Investment Company").
WHEREAS, the Custodian has revised the cash management services it
provides (as described in the attachments to this Addendum, which are
incorporated herein by reference), and the Custodian and each Investment Company
desire to confirm their understanding with respect to future and prior cash
services; NOW, THEREFORE, the Custodian and each Investment Company agree as
follows: 1. Until the Custodian receives Instructions to the contrary, the
Custodian will (a) hold with Subcustodians, in deposit accounts maintained for
the benefit of the Custodian's clients, all Cash received for the Account, (b)
credit such interest, if any, on Cash in the Account as the Custodian shall from
time to time determine and (c) receive compensation out of any amounts paid by
Subcustodians in respect of Cash in the Account. 2. Pursuant to procedures
described in the attachments or otherwise approved by an Investment Company or
its investment adviser, the Custodian may (on an overnight or other short-term
basis) move certain, or all, currencies of Cash in the Account from any
Subcustodian and place it, as deposits or otherwise, with one or more other
Subcustodians (including branches and affiliates of the Custodian). The
Custodian will notify the Investment Company of any placement procedures it
implements and will move Cash in accordance with such procedures until it
notifies the Investment Company otherwise or receives Instructions to the
contrary. The Custodian may credit interest and receive compensation as
described in 1 above with respect to any Cash moved. 3. Any actions by the
Custodian and an Investment Company previously taken in conformity with 1 and 2
above (including compensation retained by the Custodian for providing this
service) are approved and affirmed. 4. Capitalized terms used but not defined in
this Addendum are used with the respective meanings assigned to them in the
Agreement.
IN WITNESS WHEREOF, this Addendum has been executed as of the day and year
first above written.
BANKERS TRUST COMPANY EACH INVESTMENT COMPANY
NAMED ABOVE
By: /s/ Richard M. Quintal By: /s/ Jay S. Neuman
Richard M. Quintal Jay S. Neuman, Secretary of each
Managing Director Investment Company
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This schedule contains Summary Financial Information extracted from the BT
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