Filed with the Commission on July 30, 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. 34.......................................................X
BT INVESTMENT PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)
One South Street
Baltimore, Maryland 21202
(Address of Principal pursuant Executive Offices)
(410) 895-5000
(Registrant's Telephone Number)
Daniel O. Hirsch, Esq. Copies to: Burton M. Leibert, Esq.
One South Street Willkie Farr & Gallagher
Baltimore, Maryland 21202 787 Seventh Avenue
(Name and Address of Agent New York, New York 10019
for Service)
Explanatory Note
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, as amended (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 be made only 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.
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BT Investment Portfolios comprises fourteen portfolios. This Amendment to the
Registration Statement relates only to Asset Management Portfolio II and Asset
Management Portfolio III (each a "Portfolio" and collectively, the
"Portfolios"). Capitalized terms used in this Part A have the same meaning as in
the Feeder Fund's prospectus.
Asset Management Portfolio II
Asset Management Portfolio III
PART A
Responses to Items 1, 2, 3, 5, and 9 have been omitted pursuant to Instruction
B.2(b) of the General Instructions to Form N-1A.
Item 4. Investment Objectives, Principal Investment Strategies, and Related
Risks.
Beneficial interests in the BT Investment Portfolios (the "Registrant") are
divided into separate series, each having 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.
Each Portfolio seeks to achieve its investment objective by allocating
investments among stocks, bonds and short-term instruments. The Portfolios'
investment objectives are as follows: Asset Management Portfolio II seeks
long-term capital growth, current income and growth of income, consistent with
reasonable investment risk, and Asset Management Portfolio III seeks high
current income 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 of, or guaranteed or
endorsed by, Bankers Trust Company. They 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. The Registrant incorporates by reference information concerning the
Portfolios' investment objectives, policies and the risk factors associated with
their investments from the sections entitled "Objective," "Strategy," "Principal
Investments," "Investment Process," "Risks" and "Organizational Structure" in
the current prospectus of BT
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Investment Funds - BT Lifecycle Short Range Fund, BT Lifecycle Mid Range Fund
(File Nos. 33-07404 and 811-4760)(the "Feeder Funds") (the "Feeder Funds'
Prospectus"). Additional information about the investment policies of the
Portfolios appears in Part B of this Registration Statement.
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 the Feeder Funds' Prospectus.
The Registrant 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 Registrant. Each investor is entitled to a
vote in proportion to the amount of its investment in the Portfolios.
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 Registrant 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. Currently, the Registrant 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, BT
PreservationPlus Income Portfolio, Global Emerging Markets Equity Portfolio,
European Equity Portfolio and Global 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 Registrant is not
required and has no current intention to hold annual meetings of investors, but
the Registrant 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
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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 Registrant'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," and "Dividends and
Distributions," and "Tax Considerations" in each Feeder Funds' Prospectus.
Item 7. Shareholder Information.
Registrant incorporates by reference information concerning 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 the
Feeder Funds' Prospectus.
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. Investments in the Registrant 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 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 the 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
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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.
There is no minimum initial or subsequent investment in the Portfolios. However,
because the Portfolios intend to be as fully invested at all times as is
reasonably practicable in order to enhance the yield on its assets, investments
must be made in Federal funds (i.e., monies credited to the account of the
Trust's custodian bank by a Federal Reserve Bank).
The placement agent for the Registrant is ICC Distributors, Inc. ("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 Registrant.
Registrant incorporates by reference information concerning the dividends and
distributions and tax consequences from the sections entitled "Dividends and
Distributions" and "Tax Considerations" in the Feeder Funds' Prospectus.
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 Portfolios) 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 8. Distribution Arrangements.
Registrant incorporates by reference information concerning sales loads, Rule
12b-1 fees and its Master-Feeder structure from the
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sections entitled "Annual Fund Operating Expenses" and "Organizational
Structure" in the Feeder Funds' Prospectus.
Asset Management Portfolio II
Asset Management Portfolio III
PART B
Item 10. Cover Page and Table of Contents.
The Prospectus of BT Investment Portfolios on behalf of Asset Management
Portfolio III and Asset Management Portfolio II, dated July 31, 1999, which may
be amended from time to time, provides the basic information investors should
know before investing. The Statement of Additional Information ("SAI"), which is
not a Prospectus, is intended to provide additional information regarding the
activities and operations of the Registrant and should be read in conjunction
with the Prospectus. You may request a copy of a prospectus or a paper copy of
this SAI, if you have received it electronically, free of charge by calling the
Fund at 1-800-368-4031.
Table of Contents
Fund History
Performance Information
Description of the Fund and its Investments and Risks
Management of the Fund
Control Persons and Principal Holders of Securities
Investment Advisory and Other Services
Brokerage Allocation and Other Practices
Capital Stock and Other Securities
Purchase, Redemption and Pricing of Shares
Taxation of the Fund Underwriters
Calculation of Performance Date
Financial Statements
ITEM 11. FUND HISTORY.
The Registrant 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 INVESTMENTS AND RISKS.
The Registrant is a no-load, diversified, open-end management investment
company. Registrant incorporates by reference
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information concerning the investment policies, limitations and risks of the
Portfolios from the sections entitled "Investment Objectives and Policies " in
the SAI of BT Investment Funds-BT Investment Lifecycle Mid Range Fund and BT
Investment Lifecycle Short Range Fund (File Nos. 33-07404 and 811-4760 (each a
"Feeder Fund") (each the "Feeder Funds' SAI"). Capitalized terms used in this
Part B have the same meaning as in the Feeder Funds' SAIs.
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 and
Portfolios" in the Feeder Funds' SAI.
ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of June 15, 1999, 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. The BT Investment Funds is organized as a Massachusetts business
trust. Because BT Investment Lifecycle Short Range Fund and BT Investment
Lifecycle Mid Range Fund control the corresponding Portfolios, they may take
actions without the approval of any other investor in the Portfolios or any
other series of the Registrant, as the case may be.
Each Fund has informed the Registrant that whenever it is requested to vote on
matters pertaining to the fundamental policies of the Registrant, the Fund will
hold a meeting of shareholders and will cast its votes as instructed by the
Fund's shareholders and 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 shareholder 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 the Registrant, 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 Registrant will follow the same or a similar
practice.
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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 each Portfolio from the
section entitled "Management of the Trust and Portfolios " in the Feeder Funds'
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 Objectives and Policies--Portfolio Transactions and Brokerage
Commissions" in the Feeder Funds' SAI.
ITEM 17. CAPITAL STOCK AND OTHER SECURITIES.
Under the Declaration of Trust, the Trustees are authorized to issue beneficial
interests in separate series. No series of the Registrant 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 a Portfolio, investors are
entitled to share pro rata in the net assets of the Portfolio 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.
Certificates representing an investor's beneficial interest in the Registrant
are issued only upon the written request of an investor.
Each investor in a Portfolio is entitled to a vote in proportion to the amount
of its investment. The Portfolios and the other series of the Registrant will
all vote together in certain circumstances (e.g., election of the Registrant's
Trustees and auditors, as required by the 1940 Act and the rules thereunder).
One or more series of the Registrant 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 Registrant, 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 Registrant is not required and has no current intention to hold
annual meetings of investors but the Registrant will hold special meetings of
investors when in the judgment of the Registrant's Trustees it is necessary or
desirable to submit matters for an investor vote. No material amendment may
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be made to the Registrant'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 Registrant, 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 Portfolio's investors (with the vote of each being
in proportion to its percentage of the beneficial interests in the Portfolios),
except that if the Trustees of the Registrant recommend such sale of assets, the
approval by vote of a majority of the investors (with the vote of each being in
proportion to its percentage of the beneficial interests of the Portfolios) 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 Registrant by written notice to its
investors.
Investors in the Portfolios or any other series of the Registrant will be held
personally liable for its obligations and liabilities, subject, however, to
indemnification by the Registrant 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 Registrant shall maintain appropriate insurance (for example, fidelity
bonding and errors and omissions insurance) for the protection of the
Registrant, 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 Registrant itself was unable to
meet its obligations with respect to any series thereof.
The Declaration of Trust further provides that obligations of each Portfolio or
any other series of the Registrant are not binding upon the Trustees
individually but only upon the property of the Portfolio or other series of the
Registrant, 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.
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The Registrant 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 Registrant, 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 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 Item 7, "Shareholder Information" in Part A of
this Registration Statement.
Registrant incorporates by reference information concerning the method followed
by the Portfolios in determining their net asset value and the timing of such
determinations from the sections entitled "Valuation of Securities; Redemptions
and Purchases in Kind" in the Feeder Funds' SAI.
ITEM 19. TAXATION OF THE FUND.
Registrant incorporates by reference information concerning the taxation of the
Portfolios from the section entitled "Taxation" in the Feeder Funds' 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 respective 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 Registrant is ICC Distributors, Inc., which receives
no additional compensation for serving in this
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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.
The Registrant's and Portfolios' financial statements are hereby incorporated by
reference from their Annual Report dated March 31, 1999. (File Numbers 33-07404
and 811-4760). A copy of the Annual Report may be obtained without charge by
contacting the Registrant.
Asset Management Portfolio II
Asset Management Portfolio III
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
(1) First Amendment to Declaration of Trust;*
(2) Second Amendment to Declaration of Trust;*
(3) Third Amendment to Declaration of Trust;*
(4) Fourth Amendment to Declaration of Trust;*
(5) Fifth Amendment to Declaration of Trust;*
(6) Sixth Amendment to Declaration of Trust;*
(7) Amendment No. 7 to Declaration of Trust of BT Investment
Portfolios; 7
(8) Amendment No. 8 to Declaration of to Declaration of Trust of BT
Investment Portfolios; 10
(9) Amendment No. 9 to Declaration of Trust of BT Investment
Portfolios; 14
(10) Amendment No. 10 to Declaration of Trust of BT Investment
Portfolios; 14
(11) Amendment No. 11 to Declaration of Trust of BT Investment
Portfolios; 14
(b) By-Laws of the Registrant; 3
(c) Not Applicable;
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(d) Investment Advisory Agreement between the Registrant and Bankers Trust
Company ("Bankers Trust"); 3
(1) Sub-Investment Advisory Agreement between Bankers Trust and BT Fund
Managers International Limited; 2
(2) Schedule of fees under Investment Advisory Agreement; 4
(3) Investment Advisory Agreement between International Equity Portfolio
and the Registrant and Bankers Trust; 12
(4) Form of Investment Advisory Agreement for Pacific Basin Equity
Portfolio; 12
(5) Form of Sub-Investment Advisory Agreement for Pacific Basin Equity
Portfolio; 12
(6) Exhibit A to Investment Advisory Agreement; 14
(7) 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; 13
(8) Exhibit A to Sub-Investment Advisory Agreement between Bankers Trust
and BT Funds Management (International) Limited; 14
(e) Not Applicable;
(f) Not Applicable;
(g) Custodian Agreement between Bankers Trust and BT Investment Portfolio;
(1) Amendment #1 to Exhibit A of the Custodian Agreement; 12
(2) Amendment #2 to Exhibit A of the Custodian Agreement; 12
(3) Amendment #3 to Exhibit A of the Custodian Agreement; 14
(4) Amendment #4 to Exhibit A of the Custodian Agreement; 14
(h) Administration and Services Agreement between Registrant and Bankers
Trust; 1
(1) Exclusive Placement Agent Agreement; 8
(2) Exhibit A to Exclusive Placement Agent Agreement; 15
(3) Exhibit D to the Administration and Services Agreement; 14
(4) Expense Limitation Agreement; 13
(5) Expense Limitation Agreements - filed herewith;
(i) Not Applicable;
(j) Not Applicable;
(k) Not Applicable;
(l) Investment Representation letters of initial investors; 1
(1) 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 Schedule - not applicable;
(o) Not Applicable.
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* 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, 1997.
13. Incorporated by reference to Amendment No. 31 to Registrant's Registration
Statement as filed with the Commission on January 28, 1999.
14. Incorporated by reference to Amendment No. 32 to Registrant's Registration
Statement as filed with the Commission on February 5, 1999.
15. Incorporated by reference to Amendment No. 33 to Registrant's Registration
Statement as filed with the Commission on April 30, 1999.
ITEM 24. Persons Controlled By or Under Common Control with the Fund
None.
ITEM 25. Indemnification.
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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 the Portfolio. Bankers Trust, a
New York banking corporation, is a wholly owned subsidiary of Deutsche Bank AG.
Deutsche Bank AG is a major global banking institution that is engaged in a wide
range of financial services, including investment management, mutual funds,
retail and commercial banking, investment banking and insurance.
To the knowledge of the Trust, none of the directors or officers of Bankers
Trust, except those set forth below, is 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 engaged in any
other business, profession, vocation or employment of a substantial nature.
Josef Ackermann
Chairman of the Board, Chief Executive Officer and President, Bankers Trust;
Member, Board of Managing Directors, Deutsche Bank AG. Address: Deutsche Bank
AG, Taunusanlage 12, D-60262 Frankfurt am Main, Federal Republic of Germany.
Hans Angermueller
Director, Bankers Trust; Director of various corporations; Shearman and
Sterling, of counsel. Address: Shearman & Sterling, 599 Lexington Avenue, New
York, New York 10022
George B. Beitzel
Director, Bankers Trust and Bankers Trust Corporation since 1977; Director of
various corporations. Address: 29 King Street, Chappaqua, New York 10514-3432.
William R. Howell
Director, Bankers Trust; Chairman Emeritus, J.C. Penney Company, Inc.; Director
of various corporations. Address: J.C. Penney Company, Inc., P.O. Box 10001,
Dallas, Texas 74301-1109.
Hermann-Josef Lamberti
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Director, Bankers Trust; Member, Board of Managing Directors, Deutsche Bank AG.
Address: Deutsche Bank AG, Taunusanlage 12, D-60262 Frankfurt am Main, Federal
Republic of Germany.
John A. Ross
Director, Bankers Trust; Regional Chief Executive Officer, Deutsche Bank
Americas Holding Corp. Address: Deutsche Bank, 31 West 52nd Street, New York,
New York 10019.
Ronaldo H. Schmitz
Director, Bankers Trust; Member, Board of Managing Directors, Deutsche Bank AG.
Address: Deutsche Bank AG, Taunusanlage 12, D-60262 Frankfurt am Main, Federal
Republic of Germany.
Item 27. Principal Underwriters.
ICC Distributors, Inc., the exclusive placement agent for shares of the
Registrant, acts as principal underwriter or exclusive placement agent for the
following open-end investment companies, including the Registrant: BT Advisor
Funds, BT Institutional Funds, BT Investment Funds, BT Pyramid Mutual Funds, BT
Investment Portfolios, 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.
(b) Unless otherwise stated, the principal business address is Two Portland
Square, Portland, Maine 04101.
(1) (2) (3)
Name and Principal Position and Offices Position and Offices
Business Address with Distributor with the Registrant
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
(c) None
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ITEM 28. Location of Accounts and Records.
Registrant
BT Alex. Brown
One South Street
Baltimore, MD 21202
Bankers Trust Company
130 Liberty Street
New York, NY 10006
Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, MO 64105
ICC Distributors, Inc.
One Portland Square
Portland, ME 04101
Item 29. Management Services.
Not applicable.
Item 30. Undertakings.
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant, BT INVESTMENT PORTFOLIOS, has duly caused this Amendment No. 34 to
its Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, duly authorized in the City of Baltimore and the State of Maryland,
on the 30th day of July, 1999.
BT INVESTMENT PORTFOLIOS
By: /s/ Daniel O. Hirsch
Secretary
July 30, 1999
EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT is made as of the 31st day of March, 1999, by
and between BT INVESTMENT FUNDS, a Massachusetts Business trust (the "Trust"),
ASSET MANAGEMENT PORTFOLIO and BT INVESTMENT PORTFOLIOS on behalf of ASSET
MANAGEMENT PORTFOLIO II and ASSET MANAGEMENT PORTFOLIO III, each a New York
trust (each a "Portfolio Trust"), and BANKERS TRUST, a New York corporation (the
"Adviser"), with respect to the following:
WHEREAS, the Adviser serves as Investment Adviser to BT Investment Funds, Asset
Management Portfolio and BT Investment Portfolios on behalf of Asset Management
Portfolio II and Asset Management Portfolio III pursuant to Investment Advisory
Agreements dated December 31, 1998, April 8, 1992 and April 28, 1993,
respectively, and as re-approved thereafter, and the Adviser serves as the
Trust's Administrator pursuant to an Administration and Services Agreement dated
October 28, 1992, as amended, (collectively, the "Agreements"); and
WHEREAS, the Adviser has voluntarily agreed, under the Agreements, to waive its
fees and reimburse expenses so that the total operating expenses for each of the
Trust's series (each a "Fund," collectively the "Funds") and each Portfolio
Trust's series (each a "Portfolio," collectively the "Portfolios") will not
exceed the percentage of average daily net assets as set forth on Exhibit A; and
WHEREAS, the Trust and the Adviser desire to formalize this voluntary fee waiver
and expense reimbursement arrangement for a 16-month period beginning on March
31, 1999 and ending on July 31, 2000.
NOW, in consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
1. The Adviser agrees to waive its fees and reimburse expenses for a 16-month
period from March 31, 1999 to July 31, 2000, to the extent necessary so
that each Fund's total annual operating expenses do not exceed the
percentage of average daily net assets set forth on Exhibit A.
<PAGE>
2. Upon the termination of the Investment Advisory Agreement or the
Administration Agreement, this Agreement shall automatically terminate.
3. Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of
the Investment Company Act of 1940 (the "1940 Act") shall be resolved by
reference to such term or provision of the 1940 Act and to interpretations
thereof, if any, by the United States Courts or in the absence of any
controlling decision of any such court, by rules, regulations or orders of
the Securities and Exchange Commission ("SEC") issued pursuant to said
Act. In addition, where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is revised by rule,
regulation or order of the SEC, such provision shall be deemed to
incorporate the effect of such rule, regulation or order. Otherwise the
provisions of this Agreement shall be interpreted in accordance with the
laws of Massachusetts.
Exhibit A
Total Fund Operating Expenses
Fund (as a percentage of average daily net assets)
- ---- ---------------------------------------------
BT Investment Lifecycle Long Range Fund 1.00%
BT Investment Lifecycle Long Range Fund 1.00%
BT Investment Lifecycle Long Range Fund 1.00%
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective officers as of the day and year first above
written.
[SEAL] BT INVESTMENT FUNDS
Attest: /s/ Amy M. Olmert By: /s/ Daniel O. Hirsch
--------------------- --------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
ASSET MANAGEMENT PORTFOLIO
Attest: /s/ Amy M. Olmert By: /s/ Daniel O. Hirsch
--------------------- --------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BT INVESTMENT PORTFOLIOS
On behalf of:
ASSET MANAGEMENT PORTFOLIO II
ASSET MANAGEMENT PORTFOLIO III
Attest: /s/ Amy M. Olmert By: /s/ Daniel O. Hirsch
--------------------- --------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST
Attest: /s/ Amy M. Olmert By: /s/Ross M. Youngman
--------------------- --------------------------
Name: Amy M. Olmert Name: Ross M. Youngman
Title: Managing Director
EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT is made as of the 4th day of June, 1999, by
and between BT INVESTMENT FUNDS, a Massachusetts Business trust (the "Trust"),
ASSET MANAGEMENT PORTFOLIO and BT INVESTMENT PORTFOLIOS on behalf of ASSET
MANAGEMENT PORTFOLIO II and ASSET MANAGEMENT PORTFOLIO III, each a New York
trust (each a "Portfolio Trust"), and BANKERS TRUST, a New York corporation (the
"Adviser"), with respect to the following:
WHEREAS, the Adviser serves as Investment Adviser to BT Investment Funds, Asset
Management Portfolio and BT Investment Portfolios on behalf of Asset Management
Portfolio II and Asset Management Portfolio III pursuant to Investment Advisory
Agreements dated December 31, 1998, April 8, 1992 and April 28, 1993,
respectively, and as re-approved thereafter, and the Adviser serves as the
Trust's Administrator pursuant to an Administration and Services Agreement dated
October 28, 1992, as amended, (collectively, the "Agreements"); and
WHEREAS, the Adviser has voluntarily agreed, under the Agreements, to waive its
fees and reimburse expenses so that the total operating expenses for each of the
Trust's series (each a "Fund," collectively the "Funds") and each Portfolio
Trust's series (each a "Portfolio," collectively the "Portfolios") will not
exceed the percentage of average daily net assets as set forth on Exhibit A; and
WHEREAS, the Trust and the Adviser desire to formalize this voluntary fee waiver
and expense reimbursement arrangement for the period beginning on June 4, 1999,
and ending on July 31, 2000.
NOW, in consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
1. The Adviser agrees to waive its fees and reimburse expenses for a period
from June 4, 1999 to July 31, 2000, to the extent necessary so that each
Fund's total annual operating expenses do not exceed the percentage of
average daily net assets set forth on Exhibit A.
<PAGE>
2. Upon the termination of the Investment Advisory Agreement or the
Administration Agreement, this Agreement shall automatically terminate.
3. Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of
the Investment Company Act of 1940 (the "1940 Act") shall be resolved by
reference to such term or provision of the 1940 Act and to interpretations
thereof, if any, by the United States Courts or in the absence of any
controlling decision of any such court, by rules, regulations or orders of
the Securities and Exchange Commission ("SEC") issued pursuant to said
Act. In addition, where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is revised by rule,
regulation or order of the SEC, such provision shall be deemed to
incorporate the effect of such rule, regulation or order. Otherwise the
provisions of this Agreement shall be interpreted in accordance with the
laws of Massachusetts.
Exhibit A
Total Fund Operating Expenses
Fund (as a percentage of average daily net assets)
- ---- ---------------------------------------------
BT Investment Lifecycle Long Range Fund 1.00%
BT Investment Lifecycle Long Range Fund 1.00%
BT Investment Lifecycle Long Range Fund 1.00%
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective officers as of the day and year first above
written.
[SEAL] BT INVESTMENT FUNDS
Attest: /s/ Amy M. Olmert By: /s/ Daniel O. Hirsch
--------------------- --------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
ASSET MANAGEMENT PORTFOLIO
Attest: /s/ Amy M. Olmert By: /s/ Daniel O. Hirsch
--------------------- --------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BT INVESTMENT PORTFOLIOS
On behalf of:
ASSET MANAGEMENT PORTFOLIO II
ASSET MANAGEMENT PORTFOLIO III
Attest: /s/ Amy M. Olmert By: /s/ Daniel O. Hirsch
--------------------- --------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST
Attest: /s/ Amy M. Olmert By: /s/Ross M. Youngman
--------------------- --------------------------
Name: Amy M. Olmert Name: Ross M. Youngman
Title: Managing Director
