As Filed with the Commission on February 5, 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. 32 ...................................... 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
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Explanatory
This Amendment to the Registrant's Registration Statement on Form N-1A (the
"Registration Statement") has been filed by the Registrant 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 sixteen portfolios. This Amendment to
the Registration Statement relates only to European Equity Portfolio and Global
Equity Portfolio.
BT INVESTMENT PORTFOLIOS
EUROPEAN EQUITY PORTFOLIO
GLOBAL EQUITY PORTFOLIO
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, two of
which, European Equity Portfolio and Global Equity 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:
EUROPEAN EQUITY PORTFOLIO
The Portfolio seeks long-term capital appreciation through investment in the
stocks or other equity securities of companies in developed European countries;
the production of any current income is incidental to this objective.
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GLOBAL EQUITY PORTFOLIO
The Portfolio seeks long-term capital appreciation through investment in the
stocks or other equity securities of companies in the world's developed markets,
including the United States; the production of any current income is incidental
to this objective.
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
European Equity Fund's and Global Equity 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.
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 sixteen series: Asset
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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, BT PreservationPlus
Income 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 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.
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
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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.
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
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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.
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
EUROPEAN EQUITY PORTFOLIO
GLOBAL EQUITY PORTFOLIO
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 European Equity
Portfolio and Global Equity 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 European Equity
Portfolio and Global Equity Portfolio (each a "Portfolio") from the section
entitled "Investment Objectives, Policies and Restrictions" in the Statement of
Additional Information for European Equity Fund and Global Emerging Markets
Equity Fund (each the "Feeder Fund's SAI").
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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.
None
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.
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
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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.
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
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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.
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.
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Not applicable.
ITEM 22. FINANCIAL STATEMENTS.
Not applicable.
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) Conformed copy of Amendment No. 7 to Declaration of Trust of BT
Investment Portfolios; 7
(8) 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;
(10) Conformed copy of Amendment No. 10 to Declaration of Trust of BT
Investment Portfolios--filed herewith;
(11) Conformed copy of Amendment No. 11 to Declaration of Trust of BT
Investment Portfolios--filed herewith;
(b) By-Laws of the Registrant; 3
(c) Not Applicable;
(d) Conformed copy of 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) Conformed Copy of 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) Copy of Exhibit A to Investment Advisory Agreement; filed herewith
(7) 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; 13
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(8) Copy of Exhibit A to Sub-Investment Advisory Agreement between Bankers
Trust Company and BT Funds Management (International) Limited; 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
(2) Conformed copy of Amendment #3 to Exhibit A of the Custodian
Agreement; filed herewith
(3) Conformed copy of Amendment #4 to Exhibit A of the Custodian Agreement;
filed herewith
(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; filed
herewith
(4) Copy of Exhibit D to the Administration and Services Agreement; filed
herewith
(5) Conformed Copy of Expense Limitation Agreement; 13
(i)(1) Legal opinion with respect to Global Equity Portfolio and
European Equity Portfolio; filed herewith
(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) Not applicable;
(o) Not Applicable.
* 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.
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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.
ITEM 24. Persons Controlled By or Under Common Control with the Fund
None.
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
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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.
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.
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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.
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,
<PAGE>
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 Business Address Position and Offices with Position and Offices with the
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 32nd 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 5th
day of February, 1999.
BT INVESTMENT PORTFOLIOS
By: /s/ Daniel O. Hirsch
Secretary
February 5, 1999
<PAGE>
AMENDMENT NO. 9 TO DECLARATION OF TRUST
OF BT INVESTMENT PORTFOLIOS
DATED AS OF OCTOBER 8, 1997
The undersigned, being a majority of the Trustees of BT Investment
Portfolios (the "Trust"), a trust established under the laws of the State of New
York pursuant to a Declaration of Trust dated as of March 27, 1993 (the
"Declaration"), pursuant to the last paragraph of Section 10.4 of the
Declaration, hereby amend the series designation appended to the Declaration of
Trust in order to add International Small Company Equity Portfolio and Global
Emerging Markets Equity Portfolio, and to abolish International Bond Portfolio,
European Equity Portfolio, and 100% Treasury Portfolio. The series of the Trust
shall be as follows:
Liquid Assets Portfolio
Asset Management Portfolio II
Asset Management Portfolio III
Global High Yield Securities Portfolio
Latin American Equity Portfolio
Small Cap Portfolio
Pacific Basin Equity Portfolio
U.S. Bond Index Portfolio
Equity 500 Equal Weighted Index Portfolio
Small Cap Index Portfolio
EAFE(R) Equity Index Portfolio
BT PreservationPlus Portfolio
International Small Company Equity Portfolio
Global Emerging Markets Equity Portfolio
An Interest (as defined in the Declaration) in each series of the Trust
shall have the relative rights and preferences as are set forth in Section 6.1
through 6.4 of the Declaration.
IN WITNESS WHEREOF, the undersigned have cause these presents to be
executed as of October 8, 1997.
/s/ Charles P. Biggar
-------------------------------------
Charles P. Biggar
As Trustee and Not Individually
/s/ S. Leland Dill
-------------------------------------
S. Leland Dill
As Trustee and Not Individually
/s/ Philip Saunders, Jr.
-------------------------------------
Philip Saunders, Jr.
As Trustee and Not Individually
<PAGE>
AMENDMENT NO. 10 TO DECLARATION OF TRUST
OF BT INVESTMENT PORTFOLIOS
DATED AS OF JUNE 10, 1998
The undersigned, being a majority of the Trustees of BT Investment
Portfolios (the "Trust"), a trust established under the laws of the State of New
York pursuant to a Declaration of Trust dated as of March 27, 1993 (the
"Declaration"), pursuant to the last paragraph of Section 6.1 of the
Declaration, hereby amend the series designation appended to the Declaration of
Trust in order to add BT PreservationPlus Income Portfolio. The series of the
Trust shall be as follows:
Liquid Assets Portfolio
Asset Management Portfolio II
Asset Management Portfolio III
Global High Yield Securities Portfolio
Latin American Equity Portfolio
Small Cap Portfolio
Pacific Basin Equity Portfolio
U.S. Bond Index Portfolio
Equity 500 Equal Weighted Index Portfolio
Small Cap Index Portfolio
EAFE(R) Equity Index Portfolio
BT PreservationPlus Portfolio
International Small Company Equity Portfolio
Global Emerging Markets Equity Portfolio
BT PreservationPlus Income Portfolio
An Interest (as defined in the Declaration) in each series of the Trust
shall have the relative rights and preferences as are set forth in Section 6.1
through 6.4 of the Declaration.
IN WITNESS WHEREOF, the undersigned have cause these presents to be
executed as of June 10, 1998.
/s/ Charles P. Biggar
-------------------------------------
Charles P. Biggar
As Trustee and Not Individually
/s/ S. Leland Dill
-------------------------------------
S. Leland Dill
As Trustee and Not Individually
/s/ Philip Saunders, Jr.
-------------------------------------
Philip Saunders, Jr.
As Trustee and Not Individually
<PAGE>
AMENDMENT NO. 11 TO DECLARATION OF TRUST
OF BT INVESTMENT PORTFOLIOS
DATED AS OF DECEMBER 9, 1998
The undersigned, being a majority of the Trustees of BT Investment
Portfolios (the "Trust"), a trust established under the laws of the State of New
York pursuant to a Declaration of Trust dated as of March 27, 1993 (the
"Declaration"), pursuant to the last paragraph of Section 6.1 of the
Declaration, hereby amend the series designation appended to the Declaration of
Trust in order to add BT Global Equity Portfolio and BT European Equity
Portfolio. The series of the Trust shall be as follows:
Liquid Assets Portfolio
Asset Management Portfolio II
Asset Management Portfolio III
Global High Yield Securities Portfolio
Latin American Equity Portfolio
Small Cap Portfolio
Pacific Basin Equity Portfolio
U.S. Bond Index Portfolio
Equity 500 Equal Weighted Index Portfolio
Small Cap Index Portfolio
EAFE(R) Equity Index Portfolio
BT PreservationPlus Portfolio
International Small Company Equity Portfolio
Global Emerging Markets Equity Portfolio
BT PreservationPlus Income Portfolio
BT Global Equity Portfolio
BT European Equity Portfolio
An Interest (as defined in the Declaration) in each series of the Trust
shall have the relative rights and preferences as are set forth in Section 6.1
through 6.4 of the Declaration.
IN WITNESS WHEREOF, the undersigned have cause these presents to be
executed as of December 9, 1998.
/s/ Charles P. Biggar
-------------------------------------
Charles P. Biggar
As Trustee and Not Individually
/s/ S. Leland Dill
--------------------------------------
S. Leland Dill
As Trustee and Not Individually
/s/ Philip Saunders, Jr.
-------------------------------------
Philip Saunders, Jr.
As Trustee and Not Individually
<PAGE>
EXHIBIT A
BT INVESTMENT PORTFOLIOS
SCHEDULE OF FEES UNDER INVESTMENT ADVISORY AGREEMENT
AS REVISED: DECEMBER 9, 1998
Latin American Equity Portfolio 1.00%
Small Cap Portfolio 0.65%
Pacific Basin Equity Portfolio 0.75%
Asset Management Portfolio II 0.65%
Asset Management Portfolio III 0.65%
Liquid Assets Portfolio 0.15%
Global High Yield Securities Portfolio 0.80%
BT PreservationPlus Portfolio 0.35%
BT PreservationPlus Income Portfolio 0.70%
US Bond Index Portfolio 0.15%
EAFE Equity Index Portfolio 0.25%
Small Cap Index Portfolio 0.15%
Equity 500 Equal Weighted Index Portfolio 0.25%
European Equity Portfolio 0.65%
Global Equity Portfolio 0.75%
<PAGE>
Exhibit A
To the
Sub-Investment Advisory Agreement
As Revised: December 9, 1998
Portfolios Subject to the Agreement:
Pacific Basin Equity Portfolio
Latin American Equity Portfolio
European Equity Portfolio
Global Equity Portfolio
<PAGE>
Amendment #3 to Exhibit A
Exhibit A to Custodian Agreement dated as of July 1, 1996 between Bankers Trust
Company and BT Investment Portfolios is hereby amended by adding the following
to the List of Portfolios:
BT PreservationPlus Income Portfolio
Dated as of June 10, 1998 BT INVESTMENT PORTFOLIOS
By: /s/ Jay S. Newman
-------------------------------------
Name:
---------------------------------
Title:
-------------------------------
BANKERS TRUST COMPANY
By: /s/ Brian W. Wixted
-------------------------------------
Name: Brian W. Wixted
--------------------------------
Title: Principal
-------------------------------
<PAGE>
Amendment #4 to Exhibit A
Exhibit A to Custodian Agreement dated as of July 1, 1996 between Bankers Trust
Company and BT Investment Portfolios is hereby amended by adding the following
to the List of Portfolios:
European Equity Portfolio
Global Equity Portfolio
Dated as of December 9, 1998 BT INVESTMENT PORTFOLIOS
By: /s/ Daniel O. Hirsch
-------------------------------------
Name: Daniel O. Hirsch
--------------------------------
Title: Secretary
-------------------------------
BANKERS TRUST COMPANY
By: /s/ Brian W. Wixted
-------------------------------------
Name: Brian W. Wixted
--------------------------------
Title: Principal
-------------------------------
<PAGE>
EXHIBIT A
TO
EXCLUSIVE PLACEMENT AGENT AGREEMENT
As Last Amended: December 9, 1998
Pursuant to the Exclusive Placement Agreement, ESI shall be Exclusive
Placement Agent with respect to the following Trust, effective as of the date
indicted below:
<TABLE>
<CAPTION>
Name of Trust Date
<S> <C> <C>
BT Investment Portfolios
Liquid Assets Portfolio September 30, 1996
Asset Management Portfolio II September 30, 1996
Asset Management Portfolio III September 30, 1996
Global High Yield Securities Portfolio September 30, 1996
Latin American Equity Portfolio September 30, 1996
Small Cap Portfolio September 30, 1996
Pacific Basin Equity Portfolio September 30, 1996
U.S. Bond Index Portfolio September 30, 1996
Equity 500 Equal Weighted Index Portfolio September 30, 1996
Small Cap Index Portfolio September 30, 1996
EAFE(R)equity Index Portfolio September 30, 1996
BT PreservationPlus Portfolio December 11, 1996
Global Emerging Markets Equity Portfolio October 8, 1997
International Small Company Equity Portfolio October 8, 1997
BT PreservationPlus Income Portfolio June 10, 1998
BT Global Equity Portfolio December 9, 1998
BT European Equity Portfolio December 9, 1998
Cash Management Portfolio September 30, 1996
Treasury Money Portfolio September 30, 1996
Tax Free Money Portfolio September 30, 1996
International Equity Portfolio September 30, 1996
Utility Portfolio September 30, 1996
Equity 500 Index Portfolio September 30, 1996
Short/Intermediate U.S. Government Securities Portfolio September 30, 1996
Asset Management Portfolio September 30, 1996
Capital Appreciation Portfolio September 30, 1996
Intermediate Tax Free Portfolio September 30, 1996
</TABLE>
<PAGE>
BT INVESTMENT PORTFOLIOS
EXHIBIT D
---------
TO THE
ADMINISTRATION AND SERVICES AGREEMENT
MADE AS OF APRIL 28, 1993
BETWEEN
BT INVESTMENT PORTFOLIOS AND BANKERS TRUST COMPANY
AS REVISED: December 9, 1998
Asset Management Portfolio II.............................................0.10%
Asset Management Portfolio III............................................0.10%
BT PreservationPlus Portfolio.............................................0.05%
Equity 500 Equal Weighted Index Portfolio.................................0.05%
E.A.F.E.(R) Equity Index Portfolio........................................0.10%
Global High Yield Securities Portfolio....................................0.20%
Latin American Equity Portfolio...........................................0.20%
Liquid Assets Portfolio...................................................0.05%
Pacific Basin Equity Portfolio............................................0.25%
Small Cap Portfolio.......................................................0.05%
Small Cap Index Portfolio.................................................0.05%
U.S. Bond Index Portfolio.................................................0.05%
Global Emerging Markets Equity Portfolio..................................0.15%
International Small Company Equity Portfolio..............................0.15%
BT PreservationPlus Income Portfolio......................................0.05%
European Equity Portfolio.................................................0.15%
Global Equity Portfolio...................................................0.15%
<PAGE>
BT INVESTMENT PORTFOLIOS
One South Street
Baltimore, Maryland 21202
February 5, 1999
EDGAR Operations Branch
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, Northwest
Washington, DC 20549
Re: BT INVESTMENT PORTFOLIOS (the "Trust")
1940 Act File No. 811-7774
---------------------------------------
Dear Sir or Madam:
Pursuant to the Investment Company Act of 1940 and Rule 8b-16
thereunder, Amendment No. 32 to the Registration Statement of the
above-referenced Trust is hereby electronically transmitted.
Beneficial interests of the Registrant are not 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 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 beneficial
interests in the Registrant.
This Registration Statement has been filed to reflect the addition of
European Equity Portfolio and Global Equity Portfolio and has been
electronically marked to reflect changes from the Trust's currently effective
Registration Statement.
Please note that Part A and B of this Registration Statement
incorporate by reference information concerning the Trust found in the
prospectuses and statements of additional information of European Equity Fund
and Global Equity Fund, series of BT Investment Funds, filed with the Commission
on Post-Effective Amendment No. 57 on February 5, 1999 (File Nos. 33-07404 and
811-4760) (the "feeder fund registration statement"). A copy of the feeder fund
registration statement will be provided to anyone requesting a copy of this
Registration Statement.
<PAGE>
If you have any questions regarding this filing, please call me at
(410) 895-3776.
Very truly yours,
/s/ Daniel O. Hirsch
Daniel O. Hirsch
Secretary
Enclosures
