As Filed with the Commission on January 28, 1999
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. 31 ...................................... X
BT INVESTMENT PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)
One South Street
Baltimore, Maryland 21202
(Address of Principal pursuant Executive Offices)
(412) 895-5000
(Registrant's Telephone Number)
Daniel O. Hirsch Copies To: Burton M. Leibert, Esq.
BT Alex. Brown Willkie Farr & Gallagher
One South Street One Citicorp Center
Baltimore, MD 21202 153 East 53rd Street
(Name and Address of Agent for Service) New York, New York 10022
<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 Pacific Basin Equity Portfolio, Latin
American Equity Portfolio, Small Cap Portfolio, International Small Company
Equity Portfolio, Global Emerging Markets Equity Portfolio, and BT
PreservationPlus Income Portfolio.
BT INVESTMENT PORTFOLIOS
PACIFIC BASIN EQUITY PORTFOLIO
LATIN AMERICAN EQUITY PORTFOLIO
SMALL CAP PORTFOLIO
INTERNATIONAL SMALL COMPANY EQUITY PORTFOLIO
GLOBAL EMERGING MARKETS EQUITY PORTFOLIO
BT PRESERVATIONPLUS INCOME PORTFOLIO
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PART A
Responses to Items 1, 2, 3, 5 and 9 have been omitted pursuant to paragraph 2(b)
of Instruction B of the General Instructions to Form N-1A.
ITEM 4. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, AND RELATED
RISKS.
Beneficial interests in BT Investment Portfolios (the "Trust") are divided into
separate series, each having distinct investment objectives and policies, six of
which, Pacific Basin Equity Portfolio, Latin American Equity Portfolio, Small
Cap Portfolio, International Small Company Equity Portfolio, Global Emerging
Markets Equity Portfolio, and BT PreservationPlus Income Portfolio, (each a
"Portfolio" and, collectively, the "Portfolios") are described herein.
The investment objective of each Portfolio may be changed without shareholder
approval. The investment objective of each Portfolio is as follows:
PACIFIC BASIN EQUITY PORTFOLIO
The Portfolio seeks long-term capital appreciation from investment primarily in
the equity securities (or other securities with equity characteristics) of
companies domiciled in, or doing business in the Pacific Basin region, other
than Japan; the production of any current income is incidental to this
objective.
LATIN AMERICAN EQUITY PORTFOLIO
The Portfolio seeks long-term capital appreciation from investments primarily in
the equity securities (or other securities with equity characteristics) of
companies domiciled in, or doing business in, Latin America; the production of
any current income is incidental to this objective.
SMALL CAP PORTFOLIO
The Portfolio seeks long-term capital growth from investments primarily in the
equity securities (or other securities with equity characteristics) of small
capitalization U.S. companies; the production of any current income is secondary
to this objective.
INTERNATIONAL SMALL COMPANY EQUITY PORTFOLIO
The investment objective of the Portfolio is long-term capital appreciation. The
Portfolio seeks this investment objective by investing primarily in companies
outside of the U.S. having publicly traded shares with a market capitalization
within the market capitalization range of The Salomon Smith Barney Extended
Market Index - excluding U.S. (Total).
<PAGE>
EMERGING MARKETS EQUITY PORTFOLIO
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.
BT PRESERVATIONPLUS INCOME PORTFOLIO
The investment objective of the Portfolio is a high level of current income
while seeking to maintain a stable NAV per Share. The Portfolio seeks to
accomplish this objective by investing in a diversified portfolio of fixed
income securities, money market instruments, futures, options and other
instruments and by entering into wrapper agreements with financial institutions,
such as insurance companies and banks, which are intended to stabilize the NAV
per Share of the Portfolio.
Investments in the Portfolios are neither insured nor guaranteed by the U.S.
government. Investments in the Portfolios are not deposits or obligations of, or
guaranteed or endorsed by, Bankers Trust Company ("Bankers Trust") or the
investment adviser of the Portfolios, are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other agency,
and are subject to investment risk, including the possible loss of the principal
amount invested.
There can be no assurance that the investment objectives of the Portfolios will
be achieved. Additional information about the investment policies of each
Portfolio appears in Part B of this Registration Statement. The Registrant
incorporates by reference information concerning the Portfolios' investment
objectives and policies and the risk factors associated with investments in the
Portfolios from the sections entitled "Objective," "Strategy," "Principal
Investments," "Investment Process," "Risks," and "Organizational Structure," in
Pacific Basin Equity Fund's, Latin American Equity Fund's, Small Cap Fund's,
International Small Company Equity Fund's, Global Emerging Markets Equity
Fund's, and BT PreservationPlus Income Fund's (the "Feeder Funds") prospectuses
(each the "Feeder Fund's Prospectus").
ITEM 6. MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE
Registrant incorporates by reference information concerning the management of
the Portfolios from the sections entitled "Annual Fund Operating Expenses" and
"Management of the Fund" in each Feeder Fund's Prospectus.
<PAGE>
The Trust was organized as a trust under the laws of the State of New York.
Under the Declaration of Trust, the Trustees are authorized to issue beneficial
interests in separate series of the Trust. Each investor is entitled to a vote
in proportion to the amount of its investment in each Portfolio. Investments in
the Portfolios may not be transferred, but an investor may withdraw all or any
portion of his investment at any time at net asset value. Investors in the
Portfolios (e.g., investment companies, insurance company separate accounts and
common and commingled trust funds) will each be liable for all obligations of
each Portfolio. However, the risk of an investor in the Portfolios incurring
financial loss on account of such liability is limited to circumstances in which
both inadequate insurance existed and each Portfolio itself was unable to meet
its obligations.
The Trust reserves the right to create and issue a number of series, in which
case investments in each series would participate equally in earnings and assets
of the particular series. Currently, the Trust has fourteen series: Asset
Management Portfolio II, Asset Management Portfolio III, Liquid Assets
Portfolio, Pacific Basin Equity Portfolio, Latin American Equity Portfolio, EAFE
Equity Index Portfolio, Small Cap 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.
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 "Calculating the Fund's
Share Price," "Buying and Selling Fund Shares," "Dividends and Distributions,"
and "Taxes" in each Feeder Fund's Prospectuses.
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Each investor in the Portfolios may add to or reduce its investment in each
Portfolio on each Fund Business Day. At each Valuation Time on each such
business day, the value of each investor's beneficial interest in each Portfolio
will be determined by multiplying the net asset value of a Portfolio by the
percentage, effective for that day, that represents that investor's share of the
aggregate beneficial interests in the Portfolio. Any additions or withdrawals,
which are to be effected on that day, will then be effected. The investor's
percentage of the aggregate beneficial interests in each Portfolio will then be
recomputed as the percentage equal to the fraction (i) the numerator of which is
the value of such investor's investment in each Portfolio as of the Valuation
Time, on such day plus or minus, as the case may be, the amount of any additions
to or withdrawals from the investor's investment in each Portfolio effected on
such day, and (ii) the denominator of which is the aggregate net asset value of
each Portfolio as of the Valuation Time, on such day plus or minus, as the case
may be, the amount of the net additions to or withdrawals from the aggregate
investments in each Portfolio by all investors in each Portfolio. The percentage
so determined will then be applied to determine the value of the investor's
interest in each Portfolio as of the Valuation Time, on the following business
day of each Portfolio.
The net income of each Portfolio shall consist of (i) all income accrued, less
the amortization of any premium, on the assets of each Portfolio, less (ii) all
actual and accrued expenses of each Portfolio determined in accordance with
generally accepted accounting principles ("Net Income"). Interest income
includes discount earned (including both original issue and market discount) on
discount paper accrued ratably to the date of maturity and any net realized
gains or losses on the assets of the Portfolio. All the Net Income of each
Portfolio is allocated pro rata among the investors in each Portfolio. The Net
Income is accrued daily and distributed monthly to the investors in each
Portfolio.
Under the anticipated method of operation of the Portfolios, the Portfolios will
not be subject to any income tax. However, each investor in the Portfolios will
be taxed 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 the 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.
<PAGE>
ITEM 7. SHAREHOLDER INFORMATION
Registrant incorporates by reference information concerning the computation of
net asset value and valuation of each Portfolio's assets from sections entitled
"Calculating the Fund's Share Price" and "Buying and Selling Fund Shares" in
each Feeder Fund's Prospectus.
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. 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.
An investment in the Portfolios may be made without a sales charge. All
investments are made at the net asset value next determined if an order is
received by the Portfolios by the designated cutoff time for each accredited
investor. The net asset value of each Portfolio is determined on each Fund
Business Day. Each Portfolio's portfolio securities are valued primarily on the
basis of market quotations or, if quotations are not readily available, by a
method which the Board of Trustees believes accurately reflects fair value.
There is no minimum initial or subsequent investment in the Portfolios. However,
because each Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the yield on its assets, investments
must be made in federal funds (i.e., monies credited to the account of the
Trust's custodian bank by a Federal Reserve Bank).
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. Unless requested by an
investor, the Portfolio will not make a redemption in kind to the investor,
except in situations where the investor may make redemptions in kind.
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.
<PAGE>
The Trust and ICC Distributors, Inc. ("ICC") 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 ICC. The principal business
address of ICC is Two Portland Square, Portland, Maine 04101. ICC receives no
additional compensation for serving as the placement agent for the Portfolios.
Registrant incorporates by reference information concerning dividends and
distributions and tax consequences from the sections entitled "Dividends and
Distributions," and "Tax Considerations" in each Feeder Fund's Prospectus.
ITEM 8. DISTRIBUTION ARRANGEMENTS
Registrant incorporates by reference information concerning its Master-Feeder
structure from the section entitled "Organizational Structure" in each Feeder
Fund's Prospectus.
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BT INVESTMENT PORTFOLIOS
PACIFIC BASIN EQUITY PORTFOLIO
LATIN AMERICAN EQUITY PORTFOLIO
SMALL CAP PORTFOLIO
INTERNATIONAL SMALL COMPANY EQUITY PORTFOLIO
GLOBAL EMERGING MARKETS EQUITY PORTFOLIO
BT PRESERVATIONPLUS INCOME PORTFOLIO
<PAGE>
PART B
ITEM 10. COVER PAGE AND TABLE OF CONTENTS.
Not applicable.
ITEM 11. FUND HISTORY.
The Trust was organized as a trust under the laws of the State of New York on
March 27, 1993.
ITEM 12. DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS
The Trust is a no-load, open-end management investment company. Part A contains
information about the investment objectives and policies of Pacific Basin Equity
Portfolio, Latin American Equity Portfolio, Small Cap Portfolio, International
Small Company Equity Portfolio, Global Emerging Markets Equity Portfolio, and BT
PreservationPlus Income 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 Pacific Basin Equity
Portfolio, Latin American Equity Portfolio, Small Cap Portfolio, International
Small Company Equity Portfolio, Global Emerging Markets Equity Portfolio, and BT
PreservationPlus Income Portfolio (each a "Portfolio") from the section entitled
"Investment Objectives, Policies and Restrictions" in the Statement of
Additional Information for Pacific Basin Equity Fund, Latin American Equity
Fund, Small Cap Fund, International Small Company Equity Fund, Global Emerging
Markets Equity Fund, and BT PreservationPlus Income Fund (each the "Feeder
Fund's SAI").
<PAGE>
ITEM 13. MANAGEMENT OF THE FUND.
Registrant Incorporates by reference information concerning the management of
the Portfolios from the section entitled "Management of the Trust" in each
Feeder Fund's SAI.
ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of December 31, 1998, Pacific Basin Equity Fund, Latin American Equity Fund,
and Small Cap Fund, (each a "Fund"), each a series of shares of BT Investment
Funds, each owned approximately 100% of the value of the outstanding interests
in the Pacific Basin Equity Portfolio, Latin American Equity Portfolio, and
Small Cap Portfolio, respectively. As of December 31, 1998, International Small
Company Equity Fund and Global Emerging Markets Equity Fund (each a "Fund), each
a series of BT Investment Funds, owned approximately 75% and 97% of the value of
the outstanding interests in the International Small Company Equity Portfolio
and the Global Emerging Markets Equity Portfolio, respectively. As of December
31, 1998, Security Benefit Life Insurance Company owned approximately 99% of the
value of the outstanding interests in the BT PreservationPlus Income Portfolio.
Because International Small Company Equity Fund and Global Emerging Markets
Equity Fund each control their corresponding Portfolio, they may take actions
without the approval of any other investor in the Portfolios.
Each Fund has informed the Trust that whenever it is requested to vote on
matters pertaining to the fundamental policies of each Portfolio, the Fund will
hold a meeting of shareholders and will cast its votes as instructed by the
Fund's shareholders. It is anticipated that other registered investment
companies investing in the Portfolios will follow the same or a similar
practice.
ITEM 15. INVESTMENT ADVISORY AND OTHER SERVICES.
Registrant incorporates by reference information concerning the investment
advisory and other services provided for or on behalf of the Portfolios from the
section entitled "Management of the Trust" in each Feeder Fund's SAI.
ITEM 16. BROKERAGE ALLOCATION AND OTHER PRACTICES.
Registrant incorporates by reference information concerning the brokerage
allocation and other practices of the Portfolios from the section entitled
"Investment Objective, Policies and Restrictions -- Brokerage Commissions" in
each Feeder Fund's SAI.
<PAGE>
ITEM 17. 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.
<PAGE>
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 18. PURCHASE, REDEMPTION, AND PRICING OF SHARES.
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, "Shareholder Information" 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 each Feeder Fund's SAI.
<PAGE>
ITEM 19. TAXATION OF THE FUND.
Registrant incorporates by reference information concerning the taxation of the
Portfolios from the section entitled "Taxation" in each Feeder Fund's SAI.
It is intended that each 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.
There are certain tax issues that will be relevant to only certain of the
investors in a Portfolio. All investors are advised to consult their own tax
advisors as to the tax consequences of an investment in a Portfolio.
ITEM 20. UNDERWRITERS.
The placement agent for the Trust is ICC Distributors, Inc., which receives no
additional compensation for serving in this capacity. Investment companies,
insurance company separate accounts, common and commingled trust funds and
similar organizations and entities may continuously invest in each Portfolio.
ITEM 21. CALCULATION OF PERFORMANCE DATA.
Not applicable.
ITEM 22. FINANCIAL STATEMENTS.
Each Portfolio's financial statements are hereby incorporated by reference to
each Feeder Fund's Annual Report dated September 30, 1998 (File Nos. 33-07404
and 811-4760).
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PART C
Responses to Items 23(e) and (i)-(k) have been omitted pursuant to paragraph
2(b) of Instruction B of the General Instructions to Form N-1A.
ITEM 23. EXHIBITS
(a) Declaration of Trust of the Registrant; 3 First Amendment to Declaration of
Trust; * Second Amendment to Declaration of Trust; * (3) Third Amendment to
Declaration of Trust;* (4) Fourth Amendment to Declaration of Trust; * Fifth
Amendment to Declaration of Trust; * Sixth Amendment to Declaration of Trust; *
Conformed copy of Amendment No. 7 to Declaration of Trust of BT Investment
Portfolios; 7 Conformed copy of Amendment No. 8 to Declaration of to Declaration
of Trust of BT Investment Portfolios; 10 (9) Conformed copy of Amendment No. 9
to Declaration of Trust of BT Investment Portfolios--filed herewith;
(b) By-Laws of the Registrant; 3
Not Applicable; Conformed copy of Investment Advisory Agreement between
the Registrant and Bankers Trust Company ("Bankers Trust"); 3 Sub-Investment
Advisory Agreement between Bankers Trust and BT Fund Managers International
Limited; 2 Schedule of fees under Investment Advisory Agreement; 4 Conformed
Copy of Investment Advisory Agreement between International Equity Portfolio and
the Registrant and Bankers Trust; 12 Form of Investment Advisory Agreement for
Pacific Basin Equity Portfolio; 12 Form of Sub-Investment Advisory Agreement for
Pacific Basin Equity Portfolio; 12 Copy of Exhibit A to Investment Advisory
Agreement; 12 Conformed copy of Sub-Investment Advisory Agreement between
Bankers Trust Company and BT Funds Management (International) Limited on behalf
of Pacific Basin Equity Portfolio and Latin American Equity Portfolio--filed
herewith;
(f) Not Applicable;
(g) Conformed copy of Custodian Agreement between Bankers Trust
Company and BT Investment Portfolios; 11
(1) Conformed copy of Amendment #1 to Exhibit A of the Custodian
Agreement; 12
(2) Conformed copy of Amendment #2 to Exhibit A of the Custodian
Agreement; 12
(h) (1) Administration and Services Agreement between the
Registrant and Bankers Trust; 1
(2) Conformed Copy of Exclusive Placement Agent Agreement; 8 (3)
Copy of Exhibit A to Exclusive Placement Agent Agreement; 8 (4) Copy
of Exhibit D to the Administration and Services Agreement; 12 (5)
Conformed Copy of Expense Limitation Agreement;
(l) (1) Investment Representation letters of initial investors; 1
(2) 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
(m) Not Applicable;
(n) Financial Data Schedules--filed herewith;
(o) Not Applicable.
<PAGE>
* Previously Filed.
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.
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. 14 to Registrant's Registration
Statement as filed with the Commission on January 30, 1997.
8. Incorporated by reference to Amendment No. 15 to Registrant's Registration
Statement as filed with the Commission on February 28, 1997.
10. Incorporated by reference to Amendment No. 17 to Registrant's Registration
Statement as filed with the Commission on April 16, 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. 13 to Registrant's Registration
Statement as filed with the Commission on April 30, 1998.
ITEM 24. Persons Controlled By or Under Common Control with the Fund
None.
<PAGE>
ITEM 25. Indemnification.
Incorporated by reference to Post-Effective Amendment No. 11 to Registrant's
Registration Statement as filed with the Commission on January 29, 1996.
ITEM 26. 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 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 Corporation; Beneficial owner, general partner, Daniel Brothers,
Daniel Lingo & Assoc., Daniel Pelt & Assoc.; Beneficial owner, Rhea C.
Daniel Trust.
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.
<PAGE>
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 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 plc.
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 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.
<PAGE>
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 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 Corporation
and Bankers Trust Company; Director, 1136 Tenants Corporation; and Director, ABA
Securities Association.
ITEM 27. Principal Underwriters.
ICC Distributors, 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, Cash Management Portfolio, Intermediate Tax Free
Portfolio, Tax Free Money Portfolio, NY Tax Free Money Portfolio, Treasury Money
Portfolio, International Equity Portfolio, Equity 500 Index Portfolio, Capital
Appreciation Portfolio, and Asset Management Portfolio.
<PAGE>
(b) Unless otherwise stated, the principal business address is Two Portland
Square, Portland, Maine 04101.
<TABLE>
<CAPTION>
(1) (2) (3)
Name and Principal Position and Offices with Position and Offices with the
Business Address Distributor Registrant
<S> <C> <C>
John Y. Keffer President None
Sara M. Morris Treasurer None
David I. Goldstein Secretary None
Benjamin L. Niles Vice President None
Margaret J. Fenderson Assistant Treasurer None
Dana L. Lukens Assistant Secretary None
Nanette K. Chern Chief Compliance Officer None
</TABLE>
(c) None
ITEM 28. Location of Accounts and Records.
Registrant: One South Street, Baltimore, Maryland 21202.
Bankers Trust Company (Investment Adviser, Custodian and Administrator): 130
Liberty Street, New York, New York 10006.
Investors Fiduciary Trust Company (Transfer Agent and Dividend Disbursing
Agent): 127 West 10th Street, Kansas City, MO 64105.
ICC Distributors, Inc. (Placement Agent and Sub-Administrator): Two Portland
Square, Portland, Maine 04101.
ITEM 29. 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 31st amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized in the City of Baltimore and the State of Maryland, on the 27th
day of January, 1999.
BT INVESTMENT PORTFOLIOS
By: /s/ Daniel O. Hirsch
Secretary
January 27, 1999
<PAGE>
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of January 1, 1999 by and between BANKERS TRUST
COMPANY ("BT") and BT FUNDS MANAGEMENT (INTERNATIONAL) LIMITED ("Sub-Adviser").
WHEREAS, each Portfolio listed on Exhibit A hereto (each herein called
a "Portfolio" and collectively, the "Portfolios") has retained BT to serve as
its investment adviser pursuant to an Investment Advisory Agreement that permits
BT to delegate certain investment advisory services thereunder to a
sub-investment adviser selected by BT;
WHEREAS, BT desires to retain the Sub-Adviser to render to the
Portfolios certain investment advisory services, and the Sub-Adviser is willing
to so render such services on the terms hereinafter set forth;
NOW, THEREFORE, this Agreement.
W I T N E S S E T H:
In consideration of the promises and mutual covenants herein contained,
it is agreed between the parties as follows:
1. Appointment. BT hereby appoints the Sub-Adviser to act as
sub-investment adviser with respect to some or all of the assets of each
Portfolio for the period and on the terms set forth in this Agreement. The
Sub-Adviser accepts such appointment and agrees to render the services herein
set forth for the compensation herein provided. BT and Sub-Adviser shall agree
as to the portion of Portfolio assets that the Sub-Adviser shall manage. Such
portion may change from time to time subject to the mutual agreement of BT and
the Sub-Adviser.
2. Management. Subject to the supervision of BT and the Board of
Trustees of each Portfolio (herein called the "Trustees"), the Sub-Adviser will
provide a continuous investment program for each Portfolio, including investment
research and management with respect to all securities, investments, cash and
cash equivalents in the Portfolio. The Sub-Adviser will determine from time to
time what securities and other investments will be purchased, retained or sold
by the Portfolio. The Sub-Adviser will provide the services rendered by it
hereunder in accordance with the Portfolio's investment objective(s) and
policies as stated in the Portfolio's then current Registration Statement on
Form N-1A by this reference incorporated herein. The Sub-Adviser further agrees
that it:
(a) will conform with all applicable rules and regulations of the
U.S. Securities and Exchange Commission (herein called the "Rules") and with the
Securities Act of 1933, the Securities Exchange Act of 1934 (the "1934 Act"),
the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers
Act of 1940 (the "Advisers Act"), all as amended, and will in addition conduct
its activities under this Agreement in accordance with regulations of the Board
of Governors of the Federal Reserve System pertaining to the investment advisory
activities of bank holding companies and their subsidiaries;
(b) will place orders pursuant to its investment determinations for
the Portfolios either directly with the issuer or with any broker or dealer
selected by it. In placing orders with brokers and dealers, the Sub-Adviser will
use its reasonable best efforts to obtain the best net
<PAGE>
price and the most favorable execution of its orders, after taking into account
all factors it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the commission, if
any, both for the specific transaction and on a continuing basis. Consistent
with this obligation, the Sub-Adviser may, to the extent permitted by law,
purchase and sell portfolio securities to and from brokers and dealers who
provide brokerage and research services (within the meaning of Section 28(e) of
the 1934 Act) to or for the benefit of any fund and/or other accounts over which
the Sub-Adviser or any of its affiliates exercises investment discretion.
Subject to the review of BT and the Trustees from time to time with respect to
the extent and continuation of the policy, the Sub-Adviser is authorized to pay
to a broker or dealer who provides such brokerage and research services a
commission for effecting a securities transaction which is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if the Sub-Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the overall responsibilities of the Sub-Adviser with
respect to the accounts as to which it exercises investment discretion; and
(c) will maintain books and records with respect to the Portfolio's
securities transactions and will render to BT and the Trustees the reports
outlined in Exhibit B hereto and such periodic and special reports as BT and/or
the Trustees may request.
(d) BT shall make all reasonable efforts to ensure that any
custodian appointed by the Portfolio comply with the Sub-Adviser's instructions,
provided that such instructions are pursuant to this Agreement.
3. Services Not Exclusive. The investment management services rendered
by the Sub-Adviser hereunder are not to be deemed exclusive, and the Sub-Adviser
shall be free to render similar services to others so long as its services under
this Agreement are not impaired thereby.
4. Books and Records. In compliance with the requirements of Rule 31a-3
of the Rules under the 1940 Act, the Sub-Adviser hereby agrees that all records
which it maintains for the Portfolio are the property of the Portfolio and
further agrees to surrender, or cause to be surrendered, promptly to the
Portfolio any of such records upon BT's and/or the Portfolio's request. The
Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under the
1940 Act and the records required to be maintained by Rule 204-2 under the
Advisers Act.
5. Expenses. It is understood that the Portfolio will pay from its
assets all of its own expenses allocable to the Portfolio including, without
limitation, all taxes, costs, charges and expenses properly incurred in
connection with the investment and management of the Portfolio or the
acquisition, disposal or maintenance of any investment of the Portfolio
(excluding in-house administration costs of the Sub-Adviser in the nature of
rent for the Sub-Adviser's premises, computer charges, salaries, research costs
and like expenses) and the Sub-Adviser may cause them to be deducted from the
Portfolio.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, BT will pay the Sub-Adviser and the Sub-Adviser will
accept as full compensation therefor a fee, such amount as is agreed to from
time to time by BT and Sub-Adviser provided,
BT Investment Portfolios 2
<PAGE>
however, that such fee will not exceed 100% of the fee being paid at any such
time to BT by the Portfolios.
7. Limitation of Liability of the Sub-Adviser; Indemnification. The
Sub-Adviser shall not be liable for any error of judgment or mistake of law or
for any loss suffered by BT or a Portfolio in connection with the matters to
which this Agreement relates, except a loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services or a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser in the performance of its duties or from reckless disregard by
it of its obligations and duties under this Agreement.
Further, BT will indemnify and defend the Sub-Adviser and hold it harmless
against any loss or claims or any demands or proceedings made by any person, in
any way arising from its appointment hereunder, except as may result from the
Sub-Adviser's willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties and obligations hereunder. The provisions of this
Section 7 shall survive termination of this Agreement.
Notwithstanding any other provision of this Section 7, the federal securities
laws impose liabilities under certain circumstances on persons who act in good
faith, and therefore nothing herein shall in any way constitute a waiver or
limitation of any rights which the undersigned may have under any federal
securities laws.
8. Duration and Termination. This Agreement shall be effective as of
the date this Agreement shall have been approved by the Trustees in the manner
contemplated by Section 15 of the 1940 Act and interpretations thereunder and,
unless sooner terminated as provided herein, shall continue until the second
anniversary of such date. Thereafter, if not terminated, this Agreement shall
continue in effect for successive periods of 12 months each, provided such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Trustees who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Trustees or by
a majority of the outstanding voting securities of the Portfolio. This Agreement
may be terminated at any time, with respect to any Portfolio, without the
payment of any penalty, by the Trustees, by BT upon notification to the Trustees
or by vote of a majority of the outstanding voting securities of the Portfolio
on 60 days' written notice to the Sub-Adviser. The Sub-Adviser may terminate
this Agreement at any time, without payment of any penalty, on 90 days' written
notice to BT and to the Portfolio. This Agreement will automatically terminate
in the event of its assignment. (As used in this Agreement, the terms, "majority
of the outstanding voting securities," "interested person" and "assignment"
shall have the same meanings as such terms have in the 1940 Act and the rules
and regulatory constructions thereunder.)
9. Amendment of this Agreement. No material term of this Agreement may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of a material term of this
Agreement shall be effective until approved by vote of a majority of the
outstanding voting securities of the Portfolio.
10. (a) Representations and Warranties. The Sub-Adviser hereby
represents and warrants as follows:
BT Investment Portfolios 3
<PAGE>
(i) The Sub-Adviser is registered under the Advisers Act;
(ii) The Sub-Adviser has all requisite authority to enter
into, execute, deliver and perform its obligations under, this
Agreement;
(iii) This Agreement is legal, valid and binding, and
enforceable in accordance with its terms; and
(iv) The performance by the Sub-Adviser of its obligations
under this Agreement does not conflict with any law to which it
is subject.
(b) Covenants. The Sub-Adviser hereby covenants and agrees that,
so long as this Agreement shall remain in effect,
(i) The Sub-Adviser shall remain registered under the
Advisers Act; and
(ii) The performance by the Sub-Adviser of its obligations
under this Agreement shall not conflict with any law to which it
is then subject.
(a) Representations and Warranties of BT. BT hereby represents
and warrants as follows:
(i) BT has delivered true and correct copies of Form N-1A
for each Portfolio and such other documents or instructions
governing the instruments and investment policies and practices
of the Portfolio which are relevant to the Sub-Adviser's
performance of its duties under this Agreement to the
Sub-Adviser, and agrees to promptly notify and deliver to the
Sub-Adviser, all future amendments and supplements; and
(ii) BT has the power and has taken all necessary action,
and has obtained all necessary licenses, authorizations and
approvals to execute this Agreement, which constitutes its legal,
valid and binding obligation, enforceable in accordance with its
terms; and
(iii) Each Portfolio is duly registered with the SEC under
the 1940 Act as a diversified management investment company.
11. Notices. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (a) to the Sub-Adviser at Level 15, The Chifley Tower, 2 Chifley
Square, Sydney, NSW 2000, Australia, Attention to the Legal Manager, phone 612
9259 9781; (b) to BT at 130 Liberty Street (Bankers Trust Plaza), New York, New
York 10006; or (c) to a Portfolio c/o ICC, BT Alex.
Brown, One South Street, Baltimore, Maryland 21202.
12. Waiver. With full knowledge of the circumstances and the effect of
its action, the Sub-Adviser hereby waives any and all rights which it may
acquire in the future against the property of any investor in the Portfolio,
other than beneficial interests in the Portfolio at their
BT Investment Portfolios 4
<PAGE>
then net asset value, which arise out of any action or inaction of the Portfolio
under this Agreement.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be governed by the
laws of the State of New York of the United States, without reference to
principles of conflicts of law.
BT Investment Portfolios 5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
Attest: BT FUNDS MANAGEMENT
(INTERNATIONAL) LIMITED
/s/ Mary Cademartori By: /s/ B.P. Bonyhady
- -------------------------- ------------------------------
Mary Cadematori Name: B.P. Bonyhady
----------------------------
Title: Executive Vice President
----------------------------
Attest: BANKERS TRUST COMPANY
/s/ Daniel O. Hirsch By: /s/ Brian W. Wixted
- -------------------------- ------------------------------
Daniel O. Hirsch Name: Brian W. Wixted
----------------------------
Title: Principal
----------------------------
BT Investment Portfolios 6
<PAGE>
Exhibit A
To the
SUB-INVESTMENT ADVISORY AGREEMENT
Portfolios Subject to the Agreement:
Pacific Basin Equity Portfolio
Latin American Equity Portfolio
BT Investment Portfolios 7
<PAGE>
Exhibit B
All calculations and values in the reports are in U.S. dollars unless otherwise
indicated, the reports shall contain at least the following information as of a
stated end of period date:
1. A quarterly review of each Portfolio, including market commentary,
performance, performance analysis and the Sub-Adviser's portfolio
strategy.
2. Other information as may reasonably be necessary to evaluate the terms
of the Agreement.
BT Investment Portfolios 8
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000906619
<NAME> GLOBAL EMERGING MARKETS EQUITY PORTFOLIO
<SERIES>
<NUMBER> 001
<NAME> GLOBAL EMERGING MARKETS EQUITY PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 1,526,574
<INVESTMENTS-AT-VALUE> 1,526,574
<RECEIVABLES> 190,473
<ASSETS-OTHER> 581,071
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,298,118
<PAYABLE-FOR-SECURITIES> 301,916
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 28,659
<TOTAL-LIABILITIES> 330,575
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,323,806
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (356,263)
<NET-ASSETS> 1,967,543
<DIVIDEND-INCOME> 7,408
<INTEREST-INCOME> 6,648
<OTHER-INCOME> 0
<EXPENSES-NET> 4,542
<NET-INVESTMENT-INCOME> 9,514
<REALIZED-GAINS-CURRENT> (145,560)
<APPREC-INCREASE-CURRENT> (356,263)
<NET-CHANGE-FROM-OPS> (492,309)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,967,543
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,542
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 28,103
<AVERAGE-NET-ASSETS> 1,638,306
<PER-SHARE-NAV-BEGIN> 0.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 1.10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000906619
<NAME> BT LATIN AMERICAN EQUITY PORTFOLIO
<SERIES>
<NUMBER> 002
<NAME> BT LATIN AMERICAN EQUITY PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 8,003,466
<INVESTMENTS-AT-VALUE> 5,850,606
<RECEIVABLES> 786,744
<ASSETS-OTHER> 284,216
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6,921,566
<PAYABLE-FOR-SECURITIES> 442,889
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 24,557
<TOTAL-LIABILITIES> 467,446
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 8,607,912
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 6,454,120
<DIVIDEND-INCOME> 869,236
<INTEREST-INCOME> 4,463
<OTHER-INCOME> 0
<EXPENSES-NET> 256,724
<NET-INVESTMENT-INCOME> 616,975
<REALIZED-GAINS-CURRENT> (5,595,779)
<APPREC-INCREASE-CURRENT> (7,638,639)
<NET-CHANGE-FROM-OPS> (12,617,443)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (30,950,343)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 256,724
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 392,363
<AVERAGE-NET-ASSETS> 25,601,373
<PER-SHARE-NAV-BEGIN> 0.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000906619
<NAME> BT PACIFIC BASIN PORTFOLIO
<SERIES>
<NUMBER> 003
<NAME> BT PACIFIC BASIN PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 5,968,608
<INVESTMENTS-AT-VALUE> 3,973,895
<RECEIVABLES> 96,838
<ASSETS-OTHER> 434,859
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,505,592
<PAYABLE-FOR-SECURITIES> 127,296
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 135,849
<TOTAL-LIABILITIES> 263,145
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6,274,449
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 4,242,447
<DIVIDEND-INCOME> 217,994
<INTEREST-INCOME> 58,456
<OTHER-INCOME> 0
<EXPENSES-NET> 127,200
<NET-INVESTMENT-INCOME> 149,250
<REALIZED-GAINS-CURRENT> (14,010,816)
<APPREC-INCREASE-CURRENT> 1,768,257
<NET-CHANGE-FROM-OPS> (12,093,309)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
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