As Filed with the Commission on January 31, 2000
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. 36 X
BT INVESTMENT PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)
One South Street
Baltimore, Maryland 21202
(Address of Principal 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 for Service) New York, New York 10019
<PAGE>
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, as amended. 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 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.
BT Investment Portfolios comprises fourteen portfolios. This Amendment to the
Registration Statement relates only to Pacific Basin Equity Portfolio, Latin
American Equity Portfolio, Small Cap Portfolio, PreservationPlus Portfolio,
PreservationPlus Income Portfolio and Global Equity Portfolio.
BT INVESTMENT PORTFOLIOS
PACIFIC BASIN EQUITY PORTFOLIO
LATIN AMERICAN EQUITY PORTFOLIO
SMALL CAP PORTFOLIO
PRESERVATIONPLUS PORTFOLIO
PRESERVATIONPLUS INCOME 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, six of
which, Pacific Basin Equity Portfolio, Latin American Equity Portfolio, Small
Cap Portfolio, PreservationPlus Portfolio, PreservationPlus Income 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:
<PAGE>
PACIFIC BASIN EQUITY PORTFOLIO
The Portfolio seeks long-term capital appreciation from investment primarily in
the equity securities (or other securities with equity characteristics) of
companies domiciled in, or doing business in the Pacific Basin region, other
than Japan; the production of any current income is incidental to this
objective.
LATIN AMERICAN EQUITY PORTFOLIO
The Portfolio seeks long-term capital appreciation from investments primarily in
the equity securities (or other securities with equity characteristics) of
companies domiciled in, or doing business in, Latin America; the production of
any current income is incidental to this objective.
SMALL CAP PORTFOLIO
The Portfolio seeks long-term capital growth from investments primarily in the
equity securities (or other securities with equity characteristics) of small
capitalization U.S. companies; the production of any current income is secondary
to this objective.
PRESERVATIONPLUS PORTFOLIO
The investment objective of the Portfolio is a high level of current income
while seeking to maintain a stable value per share. The Portfolio seeks to
accomplish this objective by investing in a diversified portfolio of fixed
income securities, money market instruments, futures, options and other
instruments and by entering into wrapper agreements with financial institutions,
such as insurance companies and banks, which are intended to stabilize the net
asset value ("NAV") per share of the Portfolio.
PRESERVATIONPLUS INCOME PORTFOLIO
The investment objective of the Portfolio is a high level of current income
while seeking to maintain a stable value per share. The Portfolio seeks to
accomplish this objective by investing in a diversified portfolio of fixed
income securities, money market instruments, futures, options and other
instruments and by entering into wrapper agreements with financial institutions,
such as insurance companies and banks, which are intended to stabilize the NAV
per share of the Portfolio. In an attempt to enhance return, the Portfolio also
employs a global asset allocation strategy, which evaluates the equity, bond,
cash and currency opportunities across domestic and international markets.
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.
<PAGE>
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
the prospectuses of Pacific Basin Equity, Latin American Equity, Small Cap,
PreservationPlus, PreservationPlus Income and Global Equity, series of BT
Investment Funds, filed with the Commission on Post-Effective Amendments Nos. 57
and 67 on February 8, 1999 and January 28, 2000, respectively (File Nos.
33-07404 and 811-4760) (each a "Feeder Fund 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's series include: 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, PreservationPlus Portfolio, PreservationPlus Income
Portfolio, Global Equity Portfolio and Quantitative 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
<PAGE>
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 "Tax Considerations" in each Feeder Fund's Prospectus.
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.
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 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.
An investment in the Portfolios may be made without a
sales charge. All investments are made at the net asset value next determined if
an order is received by the Portfolios by the designated cutoff time for each
accredited investor. The net asset value of each Portfolio is determined on each
Fund Business Day. Each Portfolio's portfolio securities are valued primarily on
the basis of market quotations or, if quotations are not readily available, by a
method which the Board of Trustees believes accurately reflects fair value.
<PAGE>
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.
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 its Master-Feeder
structure from the section entitled "Organizational Structure" in each Feeder
Fund's Prospectus.
An investment in the Portfolio may be made without a sales load.
<PAGE>
BT INVESTMENT PORTFOLIOS
- ------------------------
PACIFIC BASIN EQUITY PORTFOLIO
LATIN AMERICAN EQUITY PORTFOLIO
SMALL CAP PORTFOLIO
PRESERVATIONPLUS PORTFOLIO
PRESERVATIONPLUS INCOME PORTFOLIO
GLOBAL EQUITY PORTFOLIO
PART B
ITEM 10. COVER PAGE AND TABLE OF CONTENTS.
The Feeder Fund Prospectuses, which may be amended from time to time, provide
the basic information investors should know before investing. This Statement of
Additional Information ("SAI"), which is not a Prospectus, is intended to
provide additional information regarding the activities and operations of the
Portfolio and should be read in conjunction with the Prospectuses. You may
request a copy of the Prospectuses or a paper copy of this SAI, if you have
received it electronically, free of charge by calling the Portfolio at
1-800-730-1313.
TABLE OF CONTENTS
- -----------------
FUND HISTORY
DESCRIPTION OF THE FUND AND ITS INVESTMENT 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 SECURITIES
TAXATION OF THE FUND
UNDERWRITERS
CALCULATION OF PERFORMANCE DATA
FINANCIAL STATEMENTS
ITEM 11. FUND HISTORY.
The Trust was organized as a trust under the laws of the State of New York on
March 27, 1993.
ITEM 12. DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS
The Trust is a no-load, open-end management investment company. Part A contains
information about the investment objectives and policies of Pacific Basin Equity
Portfolio, Latin American Equity Portfolio, Small Cap Portfolio,
PreservationPlus Portfolio, PreservationPlus Income 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
<PAGE>
limitations of the Pacific Basin Equity Portfolio, Latin American Equity
Portfolio, Small Cap Portfolio, PreservationPlus Portfolio, PreservationPlus
Income Portfolio and Global Equity Portfolio (each a "Portfolio") from the
section entitled "Investment Objectives, Policies and Restrictions" in the
Statement of Additional Information for Pacific Basin Equity, Latin American
Equity, Small Cap, PreservationPlus, PreservationPlus Income and Global Equity,
series of BT Investment Funds, filed with the Commission on Post-Effective
Amendments Nos. 57 and 67 on February 8, 1999 and January 28, 2000, respectively
(File Nos. 33-07404 and 811-4760) (each a "Feeder Fund SAI").
ITEM 13. MANAGEMENT OF THE FUND.
Registrant incorporates by reference information concerning the management of
the Portfolios from the section entitled "Management of the Trust" in each
Feeder Fund's SAI.
ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of January 26, 2000, Pacific Basin Equity, Latin American Equity, Small Cap
and PreservationPlus (each a "Fund"), each a series of shares of BT Investment
Funds, each owned approximately 100% of the value of the outstanding interests
in the Pacific Basin Equity Portfolio, Latin American Equity Portfolio, Small
Cap Portfolio and PreservationPlus Portfolio, respectively. BT Investment Funds
is organized as a Massachusetts business trust. Because Pacific Basin Equity,
Latin American Equity, Small Cap and PreservationPlus 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.
As of January 26, 2000, Security Benefit Life Insurance Company owned
approximately 99% of the value of the outstanding interests in the
PreservationPlus Income Portfolio. Because Security Benefit Life Insurance
Company controls the Portfolio, it may take actions without the approval of any
other investor in the Portfolio.
Each Fund has informed the Trust that whenever it is requested to vote on
matters pertaining to the fundamental policies of each Portfolio, the Fund will
hold a meeting of shareholders and will cast its votes as instructed by the
Fund's shareholders. 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 Portfolios will follow
the same or a similar practice.
ITEM 15. INVESTMENT ADVISORY AND OTHER SERVICES.
<PAGE>
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
investors in the Portfolios, or in the series, would not be able to elect any
Trustee. The Trust is not required and has no current intention to hold annual
meetings of investors but the Portfolios will hold special meetings of investors
when in the judgment of the Trust's Trustees it is necessary or desirable to
submit matters for an investor vote. No material amendment may be made to the
Trust's Declaration of Trust without the affirmative majority vote of investors
(with the vote of each being in proportion to the amount of its investment).
The Trust, with respect to each Portfolio, may enter into a merger or
consolidation, or sell all or substantially all of its assets, if approved by
the vote of two-thirds of the Portfolios' investors (with the vote of each being
in proportion to its percentage of the beneficial interests in a Portfolio),
except that if the Trustees of the Trust recommend such sale of assets, the
approval by vote of a majority of the investors (with the vote of each being in
proportion to its percentage of the beneficial interests of each Portfolio) will
be sufficient. A Portfolio may also be terminated (i) upon liquidation and
distribution of its assets, if approved by the vote of two-thirds of its
investors (with the vote of each being in proportion to the amount of its
investment), or (ii) by the Trustees of the Trust by written notice to its
investors.
<PAGE>
Investors in the Portfolios or any other series of the Trust will be held
personally liable for its obligations and liabilities, subject, however, to
indemnification by the Trust in the event that there is imposed upon an investor
a greater portion of the liabilities and obligations than its proportionate
beneficial interest. The Declaration of Trust also provides that the Trust shall
maintain appropriate insurance (for example, fidelity bonding and errors and
omissions insurance) for the protection of the Trust, its investors, Trustees,
officers, employees and agents covering possible tort and other liabilities.
Thus, the risk of an investor incurring financial loss on account of investor
liability is limited to circumstances in which both inadequate insurance existed
and the Trust itself was unable to meet its obligations with respect to any
series thereof.
The Declaration of Trust further provides that obligations of the Portfolios or
any other series of the Trust are not binding upon the Trustees individually but
only upon the property of the Portfolios or other series of the Trust, as the
case may be, and that the Trustees will not be liable for any action or failure
to act, but nothing in the Declaration of Trust protects a Trustee against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
The Trust reserves the right to create and issue a number of series, in which
case investments in each series would participate equally in the earnings and
assets of the particular series. Investors in each series would be entitled to
vote separately to approve advisory agreements or changes in investment policy,
but investors of all series may vote together in the election or selection of
Trustees, principal underwriters and accountants. Upon liquidation or
dissolution of any series of the Trust, the investors in that series would be
entitled to share pro rata in the net assets of that series available for
distribution to investors.
ITEM 18. PURCHASE, REDEMPTION, AND PRICING OF SECURITIES.
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.
<PAGE>
There are certain tax issues that will be relevant to only certain of the
investors in a Portfolio. All investors are advised to consult their own tax
advisors as to the tax consequences of an investment in a Portfolio.
ITEM 20. UNDERWRITERS.
The placement agent for the Trust is ICC Distributors, Inc., which receives no
additional compensation for serving in this capacity. Investment companies,
insurance company separate accounts, common and commingled trust funds and
similar organizations and entities may continuously invest in each Portfolio.
ITEM 21. CALCULATION OF PERFORMANCE DATA.
Not applicable.
ITEM 22. FINANCIAL STATEMENTS.
The Trust's and each Portfolio's financial statements are hereby incorporated by
reference to each Feeder Fund's Annual Report dated September 30, 1999 (File
Nos. 33-07404 and 811-4760).
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.
(a) Declaration of Trust of the Registrant; 2
(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; 4
(8) Amendment No. 8 to Declaration of to Declaration of Trust of BT
Investment Portfolios; 6
(9) Amendments No. 9, 10, and 11 to Declaration of Trust of BT
Investment Portfolios; 7
(b) By-Laws of the Registrant; 2
(c) Not Applicable;
(d) Investment Advisory Agreement dated June 4, 1999, between the
Registrant and Bankers Trust Company ("Bankers Trust"); filed herewith
(1) Form of Investment Advisory Agreement dated December 8, 1999,
between Registrant, Deutsche Asset Management, Inc. and Bankers
Trust; filed herewith
(2) Form of Sub-Investment Advisory Agreement dated December 8, 1999,
among Registrant, Deutsche Asset Management, Inc. and Deutsche
Asset Management Investment Services Limited; filed herewith
<PAGE>
(e) Exclusive Placement Agent Agreement dated August 11, 1998 between
Registrant and ICC Distributors, Inc.; 5
(1) Exhibit A to Exclusive Placement Agent Agreement; 8
(f) Not Applicable;
(g) Custodian Agreement between Bankers Trust and BT Investment Portfolio;
(1) Amendment #5 to Exhibit A of the Custodian Agreement; 9
(h) Administration and Services Agreement between Registrant and Bankers
Trust; 1
(2) Exhibit D to the Administration and Services Agreement; 9
(3) Fee Waiver Agreement dated July 1, 1999 between Registrant and
Bankers Trust; filed herewith
(4) Expense Limitation Agreement dated June 4, 1999 among Bankers
Trust, BT Advisor Funds and BT Investment Portfolio, on behalf of
EAFE Equity Index Portfolio, Small Cap Index Portfolio and U.S.
Bond Index Portfolio; filed herewith
(5) Expense Limitation Agreement dated October 31, 1999 among Bankers
Trust, BT Investment Funds and BT Investment Portfolio, on behalf
of Latin American Equity Portfolio, Small Cap Portfolio and Pacific
Basin Equity Portfolio; filed herewith
(6) Expense Limitation Agreement dated June 4, 1999 among Bankers
Trust, BT Investment Funds and BT Investment Portfolio, on behalf
of Quantitative Equity Portfolio; filed herewith
(7) Expense Limitation Agreement dated June 4, 1999 among Bankers
Trust, BT Investment Funds and BT Investment Portfolio, on behalf
of Asset Management Portfolio #2 and Asset Management Portfolio #3;
filed herewith
(8) Expense Limitation Agreement dated September 30, 1999 among Bankers
Trust, BT Pyramid Funds and BT Investment Portfolio, on behalf of
PreservationPlus Portfolio; filed herewith
(9) Expense Limitation Agreement dated September 30, 1999 among Bankers
Trust, BT Pyramid Funds and BT Investment Portfolio, on behalf of
PreservationPlus Income Portfolio; filed herewith
(i) Not Applicable;
(j) Not Applicable;
(k) Not Applicable;
(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; 3
(m) Not Applicable.
(n) Financial Data Schedules; filed herewith
(o) Not Applicable.
<PAGE>
*
Previously Filed.
1. Incorporated by reference to the Registrant's registration statement on
Form N-lA ("Registration Statement") as filed with the Commission on
June 7, 1993.
2. Incorporated by reference to Amendment No. 9 to Registrant's
Registration Statement as filed with the Commission on August 1, 1995.
3. Incorporated by reference to Amendment No. 10 to Registrant's
Registration Statement as filed with the Commission on January 1, 1996.
4. Incorporated by reference to Amendment No. 14 to Registrant's
Registration Statement as filed with the Commission on January 30, 1997.
5. Incorporated by reference to Amendment No. 15 to Registrant's
Registration Statement as filed with the Commission on February 28,
1997.
6. Incorporated by reference to Amendment No. 17 to Registrant's
Registration Statement as filed with the Commission on April 16, 1997.
7. Incorporated by reference to Amendment No. 32 to Registrant's
Registration Statement as filed with the Commission on February 5, 1999.
8. Incorporated by reference to Amendment No. 33 to Registrant's
Registration Statement as filed with the Commission on April 30, 1999.
9. Incorporated by reference to Amendment No. 35 to Registrant's
Registration Statement as filed with the Commission on December 23,
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 THE 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 A.G.
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 Deutsche Bank A.G. 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.
<PAGE>
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
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.
(a) ICC Distributors, Inc., the Distributor for shares of the Registrant, also
acts as principal underwriter for the following open-end investment companies:
BT Advisor Funds, BT Institutional Funds, BT Pyramid Mutual Funds, Cash
Management Portfolio, Intermediate Tax Free Portfolio, NY Tax Free Money
Portfolio, Treasury Money Portfolio, International Equity Portfolio, Equity 500
Index Portfolio, Capital Appreciation Portfolio, Asset Management Portfolio,
Deutsche Banc Alex. Brown Cash Reserve Fund, Inc., Flag Investors Communications
Fund, Inc., Flag Investors Emerging Growth Fund, Inc., the Flag Investors Total
Return U.S. Treasury Fund Shares of Total Return U.S. Treasury Fund, Inc., the
Flag Investors Managed Municipal Fund Shares of Managed Municipal Fund, Inc.,
Flag Investors Short-Intermediate Income Fund, Inc., Flag Investors Value
Builder Fund, Inc., Flag Investors Real Estate Securities Fund, Inc., Flag
Investors Equity Partners Fund, Inc., Flag Investors International Fund, Inc.,
<PAGE>
Flag Investors Funds, Inc. (formerly known as Deutsche Funds, Inc.), Flag
Investors Portfolios Trust (formerly known as Deutsche Portfolios), Morgan
Grenfell Funds, Glenmede Funds, Inc. and Glenmede Portfolios.
(b) Unless otherwise stated, the principal business address for the
following persons is Two Portland Square, Portland, Maine 04101.
Name and Positions and Positions and
Principal Business Offices with Offices with
Address Distributor Registrant
John Y. Keffer President None
Ronald H. Hirsch Treasurer None
Nanette K. Chern Chief Compliance Officer None
David I. Goldstein Secretary None
Benjamin L. Niles Vice President None
Frederick Skillin Assistant Treasurer None
Marc D. Keffer Assistant Secretary None
(c) None
ITEM 28. Location of Accounts and Records.
Registrant: One South Street, Baltimore, MD 21202.
Adviser, Custodian and Administrator: Bankers Trust Company, 130 Liberty Street,
New York, NY 10006.
Transfer Agent and Dividend Disbursing Agent: Investors Fiduciary Trust Company,
127 West 10th Street, Kansas City, MO 64105.
Placement Agent: ICC Distributors, Inc., Two Portland Square, Portland, ME
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 Amendment 36 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 31st
day of January, 2000.
BT INVESTMENT PORTFOLIOS
By: /s/ Daniel O. Hirsch
Secretary
January 31, 2000
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<RECEIVABLES> 86,029
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<DIVIDEND-INCOME> 190,402
<INTEREST-INCOME> 27,176
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<EXPENSES-NET> 65,209
<NET-INVESTMENT-INCOME> 152,369
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<PERIOD-END> SEP-30-1999
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<INVESTMENTS-AT-VALUE> 6,244,988
<RECEIVABLES> 9,483
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<PAID-IN-CAPITAL-COMMON> 5,611,046
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<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 807,955
<NET-ASSETS> 6,419,001
<DIVIDEND-INCOME> 91,132
<INTEREST-INCOME> 15,254
<OTHER-INCOME> 0
<EXPENSES-NET> 61,734
<NET-INVESTMENT-INCOME> 44,652
<REALIZED-GAINS-CURRENT> 223,780
<APPREC-INCREASE-CURRENT> 2,839,957
<NET-CHANGE-FROM-OPS> 3,108,389
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<DISTRIBUTIONS-OF-GAINS> 0
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<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 2,176,554
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<NET-INVESTMENT-INCOME> 5,388
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<APPREC-INCREASE-CURRENT> 236,087
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<EXPENSES-NET> 45,240
<NET-INVESTMENT-INCOME> 597,975
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<PERIOD-END> SEP-30-1999
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<OTHER-INCOME> 0
<EXPENSES-NET> 1,226,550
<NET-INVESTMENT-INCOME> (188,887)
<REALIZED-GAINS-CURRENT> 49,022,746
<APPREC-INCREASE-CURRENT> 30,229,254
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<NET-CHANGE-IN-ASSETS> 42,033,631
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FORM OF INVESTMENT ADVISORY
AGREEMENT made as of December 8, 1999 by and between BT Investment
Portfolios, a New York trust (herein called the "Trust") and Deutsche Asset
Management, Inc. (herein called the "Investment Adviser").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940;
WHEREAS, the Trust desires to retain the Investment Adviser to render
investment advisory and other services to the Trust with respect to certain of
its series of shares of beneficial interests as may currently exist or be
created in the future (each, a "Portfolio") as listed on Exhibit A hereto, and
the Investment Adviser is willing to so render such services on the terms
hereinafter set forth;
NOW, THEREFORE, this Agreement
W I T N E S S E T H:
In consideration of the promises and mutual covenants herein contained,
it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Investment Adviser to act as
investment adviser to each Portfolio for the period and on the terms set forth
in this Agreement. The Investment Adviser accepts such appointment and agrees to
render the services herein set forth for the compensation herein provided.
2. Management. Subject to the supervision of the Board of Trustees of the
Trust, the Investment Adviser will provide a continuous investment program for
the Fund, including investment research and management with respect to all
securities, investments, cash and cash equivalents in the Fund. The Investment
Adviser will determine from time to time what securities and other investments
will be purchased, retained or sold by each Fund. The Investment Adviser will
provide the services rendered by it hereunder in accordance with the investment
objective(s) and policies of each Portfolio as stated in the Portfolio's
then-current prospectus and statement of additional information as filed with
the Securities and Exchange Commission (the "SEC") and the then-current offering
memorandum if the Portfolio or Fund is not registered under the Securities Act
of 1933, as amended ("1933 Act"). The Investment Adviser further agrees that:
(a) it will conform with all applicable rules and regulations
of the SEC (herein called the "Rules") and with all applicable provisions of the
1933 Act; as amended, the Securities
<PAGE>
Exchange Act of 1934, as amended (the "1934 Act"), the Investment Company Act of
1940, as amended (the "1940 Act"); and the Investment Advisers Act of 1940, as
amended (the "Advisers Act"), and will, in addition, conduct its activities
under this Agreement in accordance with applicable regulations of the Board of
Governors of the Federal Reserve System pertaining to the investment advisory
activities of bank holding companies and their subsidiaries;
(b) it will place orders pursuant to its investment
determinations for each Portfolio either directly with the issuer or with any
broker or dealer selected by it. In placing orders with brokers and dealers, the
Investment Adviser will use its reasonable best efforts to obtain the best net
price and the most favorable execution of its orders, after taking into account
all factors it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the commission, if
any, both for the specific transaction and on a continuing basis. Consistent
with this obligation, the Investment Adviser may, to the extent permitted by
law, purchase and sell portfolio securities to and from brokers and dealers who
provide brokerage and research services (within the meaning of Section 28(e) of
the 1934 Act) to or for the benefit of any fund and/or other accounts over which
the Investment Adviser or any of its affiliates exercises investment discretion.
Subject to the review of the Trust's Board of Trustees from time to time with
respect to the extent and continuation of the policy, the Investment Adviser is
authorized to pay to a broker or dealer who provides such brokerage and research
services a commission for effecting a securities transaction which is in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if the Investment Adviser determines in good faith
that such commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer, viewed in terms of
either that particular transaction or the overall responsibilities of the
Investment Adviser with respect to the accounts as to which it exercises
investment discretion; and
(c) it will maintain books and records with respect to the
securities transactions of each Portfolio and will render to the Trust's Board
of Trustees such periodic and special reports as the Board may request.
3. Services Not Exclusive. The investment advisory services rendered by
the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to render similar services to others so long as
its services under this Agreement are not impaired thereby.
4. Books and Records. In compliance with the requirements of Rule 31a-3
of the Rules under the 1940 Act, the Investment Adviser hereby agrees that all
records which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon
request of the Trust. The Investment Adviser further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act and to comply in full with the
requirements of Rule 204-2 under the Advisers Act pertaining to the maintenance
of books and records.
-2-
<PAGE>
5. Expenses. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of purchasing securities (including brokerage
commissions, if any) for the Portfolio.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, The Trust will pay the Investment Adviser, and the
Investment Adviser will accept as full compensation therefor, fees, computed
daily and payable monthly, on an annual basis equal to the percentage set forth
on Exhibit A hereto of that Portfolio's average daily net assets.
7. Limitation of Liability of the Investment Adviser: Indemnification.
(a) The Investment Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered by a Portfolio in
connection with the matters to which this Agreement relates, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Investment Adviser in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement;
(b) Subject to the exceptions and limitations contained in
Section 7(c) below:
(i) the Investment Adviser (hereinafter referred to as a
"Covered Person") shall be indemnified by the respective Portfolio to the
fullest extent permitted by law, against liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved, as a party or otherwise, by virtue of
his being or having been the Investment Adviser of the Portfolio, and against
amounts paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or proceedings (civil,
criminal or other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include, without
limitation, attorneys' fees, costs, judgments, amounts paid in settlement,
fines, penalties and other liabilities.
(c) No indemnification shall be provided hereunder to a
Covered Person:
(i) who shall have been adjudicated by a court or body
before which the proceeding was brought (A) to be liable to the Trust or to one
or more Portfolio's' investors by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office, or (B) not to have acted in good faith in the reasonable belief that
his action was in the best interest of a Portfolio; or
(ii) in the event of a settlement, unless there has been
a determination that such Covered Person did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office;
-3-
<PAGE>
(A) by the court or other body approving the
settlement; or
(B) by at least a majority of those Trustees who
are neither Interested Persons of the Trust nor are parties to the matter based
upon a review of readily available facts (as opposed to a full trial-type
inquiry); or
(C) by written opinion of independent legal
counsel based upon a review of readily available facts (as opposed to a full
trial-type inquiry); provided, however, that any investor in a Portfolio may, by
appropriate legal proceedings, challenge any such determination by the Trustees
or by independent counsel.
(d) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be severable, shall
not be exclusive of or affect any other rights to which any Covered Person may
now or hereafter be entitled, shall continue as to a person who has ceased to be
a Covered Person and shall inure to the benefit of the successors and assigns of
such person. Nothing contained herein shall affect any rights to indemnification
to which Trust personnel and any other persons, other than a Covered Person, may
be entitled by contract or otherwise under law.
(e) Expenses in connection with the preparation and
presentation of a defense to any claim, suit or proceeding of the character
described in subsection (b) of this Section 7 may be paid by the Trust on behalf
of the respective Portfolio from time to time prior to final disposition thereto
upon receipt of an undertaking by or on behalf of such Covered Person that such
amount will be paid over by him to the Trust on behalf of the respective Fund if
it is ultimately determined that he is not entitled to indemnification under
this Section 7; provided, however, that either (i) such Covered Person shall
have provided appropriate security for such undertaking or (ii) the Trust shall
be insured against losses arising out of any such advance payments, or (iii)
either a majority of the Trustees who are neither Interested Persons of the
Trust nor parties to the matter, or independent legal counsel in a written
opinion, shall have determined, based upon a review of readily available facts
as opposed to a trial-type inquiry or full investigation, that there is reason
to believe that such Covered Person will be entitled to indemnification under
this Section 7.
8. Duration and Termination. This Agreement shall be effective as to a
Portfolio as of the date the Portfolio commences investment operations after
this Agreement shall have been approved by the Board of Trustees of the Trust
with respect to that Fund and the Investor(s) in the Portfolio in the manner
contemplated by Section 15 of the 1940 Act and, unless sooner terminated as
provided herein, shall continue until the second anniversary of such date.
Thereafter, if not terminated, this Agreement shall continue in effect as to
such Portfolio for successive periods of 12 months each, provided such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Trustees of the Trust who are not
parties to this Agreement or Interested Persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, or (b) by
Vote of a Majority of the Outstanding Voting Securities of the Trust; provided,
however, that this Agreement may be terminated by the Trust at any time, without
the payment of any penalty, by the Board of
-4-
<PAGE>
Trustees of the Trust, by Vote of a Majority of the Outstanding Voting
Securities of the Trust on 60 days' written notice to the Investment Adviser, or
by the Investment Adviser as to the Trust at any time, without payment of any
penalty, on 90 days' written notice to the Trust. This Agreement will
immediately terminate in the event of its assignment (as used in this Agreement,
the terms "Vote of a Majority of the Outstanding Voting Securities," "Interested
Person" and "Assignment" shall have the same meanings as such terms have in the
1940 Act and the rules and regulatory constructions thereunder.)
9. Amendment of this Agreement. No material term of this Agreement may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of a material term of this
Agreement shall be effective with respect to a Portfolio, until approved by Vote
of a Majority of the Outstanding Voting Securities of that Portfolio.
10. Representations and Warranties. The Investment Adviser hereby
represents and warrants as follows:
(a) The Investment Adviser has all requisite authority to
enter into, execute, deliver and perform its obligations under this Agreement;
(b) This Agreement is legal, valid and binding, and
enforceable in accordance with its terms; and
(c) The performance by the Investment Adviser of its
obligations under this Agreement does not conflict with any law to which it is
subject.
11. Covenants. The Investment Adviser hereby covenants and agrees that,
so long as this Agreement shall remain in effect the performance by the
Investment Adviser of its obligations under this Agreement shall not conflict
with any law to which it is then subject.
12. Notices. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (a) to the Investment Adviser, 885 Third Avenue, 32nd Floor, New York,
New York 10022, New York, New York 10006 , (c) to the Trust, c/o Deutsche Asset
Management, One South Street, Baltimore, Maryland 21202.
13. Waiver. With full knowledge of the circumstances and the effect of
its action, the Investment Adviser hereby waives any and all rights which it may
acquire in the future against the property of any investor in a Portfolio, other
than shares in that Portfolio, which arise out of any action or inaction of the
Trust under this Agreement.
14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected
-5-
<PAGE>
thereby.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be governed by the
laws of the New York, without reference to principles of conflicts of law. The
Trust is organized under the laws of New York pursuant to a Declaration of Trust
dated March 27, 1993. No Trustee, officer or employee of the Trust shall be
personally bound by or liable hereunder, nor shall resort be had to their
private property for the satisfaction of any obligation or claim hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
BT INVESTMENT PORTFOLIOS
By: /s/ Daniel O. Hirsch
Name: Daniel O. Hirsch
Title: Secretary
DEUTSCHE ASSET MANAGEMENT, INC.
By:
Name:
Title:
-6-
<PAGE>
EXHIBIT A
TO
INVESTMENT ADVISORY AGREEMENT
MADE AS OF DECEMBER 8, 1999
BETWEEN
BT Investment Portfolios AND Deutsche Asset Management, Inc.
Portfolio Investment Advisory Fee
- --------- -----------------------
Pacific Basis Equity Portfolio .75%
Latin American Equity Portfolio 1.00%
-7-
FORM OF SUB-ADVISORY AGREEMENT
AGREEMENT made as of December 8, 1999 by and between BT Investment
Portfolios, a New York trust (herein called the "Trust") Deutsche Asset
Management Inc. (herein called the "Investment Adviser") and Deutsche Asset
Management Investment Services Limited (herein called the "Investment
Subadviser")].
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940;
WHEREAS, the Trust desires to retain the Investment Adviser to render
investment advisory and other services to the Trust with respect to certain of
its series of shares of beneficial interests as may currently exist or be
created in the future (each, a "Portfolio") as listed on Exhibit A hereto, and
the Investment Adviser is willing to so render such services on the terms
hereinafter set forth;
WHEREAS, the Investment Adviser desires to retain the Investment
Subadviser to perform certain of the Investment Adviser's duties under this
Agreement, and the Investment Subadviser is willing to so render such services
on the terms hereinafter set forth;
NOW, THEREFORE, this Agreement
W I T N E S S E T H:
In consideration of the promises and mutual covenants herein contained,
it is agreed between the parties hereto as follows:
1. Appointment. The Investment Adviser hereby appoints the Investment
Subadviser to act as investment adviser subadviser to each Portfolio for the
period and on the terms set forth in this Agreement. The Investment Subadviser
accepts such appointment and agrees to render the services herein set forth for
the compensation herein provided.
2. Management. Subject to the supervision of the Investment Adviser,
the Investment Subadviser will provide a continuous investment program for the
Portfolio, including investment research and management with respect to all
securities, investments, cash and cash equivalents in the Portfolio. The
Investment Subadviser will determine from time to time what securities and other
investments will be purchased, retained or sold by each Portfolio. The
Investment Subadviser will provide the services rendered by it hereunder in
accordance with the investment objective(s) and policies of each Portfolio as
stated in the Portfolio's then-current prospectus and statement of additional
information as filed with the Securities and Exchange Commission (the "SEC").
The Investment Subadviser further agrees that:
<PAGE>
(a) it will conform with all applicable rules and regulations
of the SEC (herein called the "Rules") and with all applicable provisions of the
Securities Act of 1933 (the "1933 Act"); as amended, the Securities Exchange Act
of 1934, as amended (the "1934 Act"), the Investment Company Act of 1940, as
amended (the "1940 Act"); and the Investment Advisers Act of 1940, as amended
(the "Advisers Act"), and will, in addition, conduct its activities under this
Agreement in accordance with applicable regulations of the Board of Governors of
the Federal Reserve System pertaining to the investment advisory activities of
bank holding companies and their subsidiaries;
(b) it will place orders pursuant to its investment
determinations for each Portfolio either directly with the issuer or with any
broker or dealer selected by it. In placing orders with brokers and dealers, the
Investment Subadviser will use its reasonable best efforts to obtain the best
net price and the most favorable execution of its orders, after taking into
account all factors it deems relevant, including the breadth of the market in
the security, the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the commission, if
any, both for the specific transaction and on a continuing basis. Consistent
with this obligation, the Investment Subadviser may, to the extent permitted by
law, purchase and sell portfolio securities to and from brokers and dealers who
provide brokerage and research services (within the meaning of Section 28(e) of
the 1934 Act) to or for the benefit of any fund and/or other accounts over which
the Investment Subadviser or any of its affiliates exercises investment
discretion. Subject to the review of the Investment Adviser from time to time
with respect to the extent and continuation of the policy, the Investment
Subadviser is authorized to pay to a broker or dealer who provides such
brokerage and research services a commission for effecting a securities
transaction which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if the Investment
Subadviser determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
overall responsibilities of the Investment Subadviser with respect to the
accounts as to which it exercises investment discretion; and
(c) it will maintain books and records with respect to the
securities transactions of each Portfolio and will render to the Investment
Adviser such periodic and special reports as the Board may request.
3. Subject to the provisions of this Agreement, the duties of the
Investment Subadviser, the portion of portfolio assets that the Subadviser shall
manage, and the fees to be paid the Investment Subadviser by the Investment
Adviser under and pursuant to this Agreement may be adjusted from time to time
by the Investment Adviser with and upon the approval of the Board and the
members of the Trust's Board of Trustees who are not "interested persons," as
defined in the Act.
4. Services Not Exclusive. The investment advisory services rendered by
the Investment Subadviser hereunder are not to be deemed exclusive, and the
Investment Subadviser shall be
-2-
<PAGE>
free to render similar services to others so long as its services under this
Agreement are not impaired thereby.
5. Books and Records. In compliance with the requirements of Rule 31a-3
of the Rules under the 1940 Act, the Investment Subadviser hereby agrees that
all records which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Investment Adviser any of such
records upon request of the Investment Adviser. The Investment Subadviser
further agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act
and to comply in full with the requirements of Rule 204-2 under the Advisers Act
pertaining to the maintenance of books and records.
6. Expenses. During the term of this Agreement, the Investment
Subadviser will pay all expenses incurred by it in connection with its
activities under this Agreement other than the cost of purchasing securities
(including brokerage commissions, if any) for the Portfolio.
7. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, The Investment Adviser will pay the Investment
Subadviser, and the Investment Subadviser will accept as full compensation
therefor, fees, computed daily and payable monthly, on an annual basis equal to
the percentage set forth on Exhibit A hereto of that Portfolio's average daily
net assets.
8. Limitation of Liability of the Investment Subadviser:
Indemnification.
(a) The Investment Subadviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by a Portfolio in
connection with the matters to which this Agreement relates, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Investment Subadviser in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement;
(b) Subject to the exceptions and limitations contained in
Section 8(c) below:
(i) the Investment Subadviser (hereinafter referred to
as a "Covered Person") shall be indemnified by the respective Portfolio to the
fullest extent permitted by law, against liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved, as a party or otherwise, by virtue of
his being or having been the Investment Subadviser of the Portfolio, and against
amounts paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or proceedings (civil,
criminal or other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include, without
limitation, attorneys' fees, costs, judgments, amounts paid in settlement,
fines, penalties and other liabilities.
-3-
<PAGE>
(c) No indemnification shall be provided hereunder to a
Covered Person:
(i) who shall have been adjudicated by a court or body
before which the proceeding was brought (A) to be liable to the Investment
Adviser or to one or more Portfolios' investors by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office, or (B) not to have acted in good faith in
the reasonable belief that his action was in the best interest of a Portfolio;
or
(ii) in the event of a settlement, unless there has been
a determination that such Covered Person did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office;
(A) by the court or other body approving the
settlement; or
(B) by at least a majority of those Trustees who
are neither Interested Persons of the Trust nor are parties to the matter based
upon a review of readily available facts (as opposed to a full trial-type
inquiry); or
(C) by written opinion of independent legal
counsel based upon a review of readily available facts (as opposed to a full
trial-type inquiry); provided, however, that any investor in a Portfolio may, by
appropriate legal proceedings, challenge any such determination by the Trustees
or by independent counsel.
(d) The rights of indemnification herein provided may be
insured against by policies maintained by the Investment Adviser, shall be
severable, shall not be exclusive of or affect any other rights to which any
Covered Person may now or hereafter be entitled, shall continue as to a person
who has ceased to be a Covered Person and shall inure to the benefit of the
successors and assigns of such person. Nothing contained herein shall affect any
rights to indemnification to which Trust personnel and any other persons, other
than a Covered Person, may be entitled by contract or otherwise under law.
(e) Expenses in connection with the preparation and
presentation of a defense to any claim, suit or proceeding of the character
described in subsection (b) of this Section 7 may be paid by the Investment
Adviser on behalf of the respective Portfolio from time to time prior to final
disposition thereto upon receipt of an undertaking by or on behalf of such
Covered Person that such amount will be paid over by him to the Investment
Adviser on behalf of the respective Portfolio if it is ultimately determined
that he is not entitled to indemnification under this Section 7; provided,
however, that either (i) such Covered Person shall have provided appropriate
security for such undertaking or (ii) the Investment Adviser shall be insured
against losses arising out of any such advance payments, or (iii) either a
majority of the Trustees who are neither Interested Persons of the Trust nor
parties to the matter, or independent legal counsel in a written opinion, shall
have determined, based upon a review of readily available facts as opposed to a
trial-type inquiry or full investigation, that there is reason to believe that
such Covered Person will be entitled to indemnification under this Section 7.
-4-
<PAGE>
9. Duration and Termination. This Agreement shall be effective as to a
Portfolio as of the date the Portfolio commences investment operations after
this Agreement shall have been approved by the Board of Trustees of the Trust
with respect to that Portfolio and the Investor(s) in the Portfolio in the
manner contemplated by Section 15 of the 1940 Act and, unless sooner terminated
as provided herein, shall continue until the second anniversary of such date.
Thereafter, if not terminated, this Agreement shall continue in effect as to
such Portfolio for successive periods of 12 months each, provided such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Trustees of the Trust who are not
parties to this Agreement or Interested Persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, or (b) by
Vote of a Majority of the Outstanding Voting Securities of the Trust; provided,
however, that this Agreement may be terminated by the Trust at any time, without
the payment of any penalty, by the Board of Trustees of the Trust, by Vote of a
Majority of the Outstanding Voting Securities of the Trust on 60 days' written
notice to the Investment Subadviser, or by the Investment Subadviser as to the
Investment Adviser at any time, without payment of any penalty, on 90 days'
written notice to the Investment Adviser. This Agreement will immediately
terminate in the event of its assignment (as used in this Agreement, the terms
"Vote of a Majority of the Outstanding Voting Securities," "Interested Person"
and "Assignment" shall have the same meanings as such terms have in the 1940 Act
and the rules and regulatory constructions thereunder.)
10. Amendment of this Agreement. No material term of this Agreement may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of a material term of this
Agreement shall be effective with respect to a Portfolio, until approved by Vote
of a Majority of the Outstanding Voting Securities of that Portfolio.
11. Representations and Warranties. The Investment Subadviser hereby
represents and warrants as follows:
(a) The Investment Subadviser has all requisite authority to
enter into, execute, deliver and perform its obligations under this Agreement;
(b) This Agreement is legal, valid and binding, and
enforceable in accordance with its terms; and
(c) The performance by the Investment Subadviser of its
obligations under this Agreement does not conflict with any law to which it is
subject.
12. Covenants. The Investment hereby covenants and agrees that, so long
as this Agreement shall remain in effect:
(a) The Investment Subadviser shall remain either exempt from,
or registered under, the registration provisions of the Advisers Act; and
-5-
<PAGE>
(b) The performance by the Investment Subadviser of its
obligations under this Agreement shall not conflict with any law to which it is
then subject.
13. Notices. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (a) to the Investment Adviser, 885 Third Avenue, 32nd Floor, New York,
New York 10022, (b) to the Subadviser, 20 Finsbury Circus, London, England EC2M
1NB, UK. (c) to the Trust, c/o Deutsche Asset Management, One South Street,
Baltimore, Maryland 21202.
14. Waiver. With full knowledge of the circumstances and the effect of
its action, the Investment Subadviser hereby waives any and all rights which it
may acquire in the future against the property of any investor in a Portfolio,
other than shares in that Portfolio, which arise out of any action or inaction
of the Investment Adviser under this Agreement.
15. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be governed by the
laws of the state of New York, without reference to principles of conflicts of
law. The Trust is organized under the laws of New York pursuant to a Declaration
of Trust dated. No Trustee, officer or employee of the Trust shall be personally
bound by or liable hereunder, nor shall resort be had to their private property
for the satisfaction of any obligation or claim hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
BT INVESTMENT PORTFOLIOS
By: /s/ Daniel O. Hirsch
Name: Daniel O. Hirsch
Title: Secretary
-6-
<PAGE>
DEUTSCHE ASSET MANAGEMENT, INC.
By:
Name:
Title:
DEUTSCHE ASSET MANAGEMENT
INVESTMENT SERVICES LIMITED
By:
Name:
Title:
-7-
<PAGE>
EXHIBIT A
TO
INVESTMENT ADVISORY AGREEMENT
MADE AS OF DECEMBER 8, 1999
BETWEEN
DEUTSCHE ASSET MANAGEMENT, INC.
AND DEUTSCHE ASSET MANAGEMENT INVESTMENT SERVICES LIMITED
The fee for services will be such amount as is agreed to from time to time by
Investment Adviser and Investment Sub-Adviser provided, however, that such fee
will not exceed 100% of the fee being paid at any such time to Investment
Adviser by the Portfolios.
-8-
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of June 4, 1999 by and between BT INVESTMENT
PORTFOLIOS, a New York trust (herein called the "Trust") and BANKERS TRUST
COMPANY (herein called the "Investment Adviser").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940;
WHEREAS, the Trust desires to retain the Investment Adviser to render
investment advisory and other services to the Trust with respect to certain of
its series of shares of beneficial interests as may currently exist or be
created in the future (each, a "Fund") as listed on Exhibit A hereto, and the
Investment Adviser is willing to so render such services on the terms
hereinafter set forth;
NOW, THEREFORE, this Agreement
W I T N E S S E T H:
In consideration of the promises and mutual covenants herein contained,
it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Investment Adviser to act
as investment adviser to each Fund for the period and on the terms set forth in
this Agreement. The Investment Adviser accepts such appointment and agrees to
render the services herein set forth for the compensation herein provided.
2. Management. Subject to the supervision of the Board of Trustees of
the Trust, the Investment Adviser will provide a continuous investment program
for the Fund, including investment research and management with respect to all
securities, investments, cash and cash equivalents in the Fund. The Investment
Adviser will determine from time to time what securities and other investments
will be purchased, retained or sold by each Fund. The Investment Adviser will
provide the services rendered by it hereunder in accordance with the investment
objective(s) and policies of each Fund as stated in the Fund's then-current
prospectus and statement of additional information (or the Fund's then current
registration statement on Form N-1A as filed with the Securities and Exchange
Commission (the "SEC") and the then-current offering memorandum if the Fund is
not registered under the Securities Act of 1933, as amended ("1933 Act"). The
Investment Adviser further agrees that it:
(a) will conform with all applicable rules and regulations of
the SEC (herein called the "Rules") and with all applicable provisions of the
1933 Act; as amended, the Securities Exchange Act of 1934, as amended (the "1934
Act"), the Investment Company Act of 1940, as amended (the "1940 Act"); and the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and will, in
addition, conduct
<PAGE>
its activities under this Agreement in accordance with regulations of the Board
of Governors of the Federal Reserve System pertaining to the investment advisory
activities of bank holding companies and their subsidiaries;
(b) will place orders pursuant to its investment
determinations for each Fund either directly with the issuer or with any broker
or dealer selected by it. In placing orders with brokers and dealers, the
Investment Adviser will use its reasonable best efforts to obtain the best net
price and the most favorable execution of its orders, after taking into account
all factors it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the commission, if
any, both for the specific transaction and on a continuing basis. Consistent
with this obligation, the Investment Adviser may, to the extent permitted by
law, purchase and sell portfolio securities to and from brokers and dealers who
provide brokerage and research services (within the meaning of Section 28(e) of
the 1934 Act) to or for the benefit of any fund and/or other accounts over which
the Investment Adviser or any of its affiliates exercises investment discretion.
Subject to the review of the Trust's Board of Trustees from time to time with
respect to the extent and continuation of the policy, the Investment Adviser is
authorized to pay to a broker or dealer who provides such brokerage and research
services a commission for effecting a securities transaction which is in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if the Investment Adviser determines in good faith
that such commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer, viewed in terms of
either that particular transaction or the overall responsibilities of the
Investment Adviser with respect to the accounts as to which it exercises
investment discretion; and
(c) will maintain books and records with respect to the
securities transactions of each Fund and will render to the Trust's Board of
Trustees such periodic and special reports as the Board may request.
3. Services Not Exclusive. The investment advisory services rendered by
the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to render similar services to others so long as
its services under this Agreement are not impaired thereby.
4. Books and Records. In compliance with the requirements of Rule 31a-3
of the Rules under the 1940 Act, the Investment Adviser hereby agrees that all
records which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon
request of the Trust. The Investment Adviser further agrees to preserve for the
periods prescribed by Rule 31 a-2 under the 1940 Act the records required to be
maintained by Rule 31 a-1 under the 1940 Act and to comply in full with the
requirements of Rule 204-2 under the Advisers Act pertaining to
2
<PAGE>
the maintenance of books and records.
5. Expenses. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of purchasing securities (including brokerage
commissions, if any) for the Fund.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Trust will pay the Investment Adviser, and the
Investment Adviser will accept as full compensation therefor, fees, computed
daily and payable monthly, on an annual basis equal to the percentage set forth
on Exhibit A hereto of that Fund's average daily net assets.
7. Limitation of Liability of the Investment Adviser: Indemnification.
(a) The Investment Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered by a Fund in connection
with the matters to which this Agreement relates, except a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Investment Adviser in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement;
(b) Subject to the exceptions and limitations contained in
Section 7(c) below:
(i) the Investment Adviser (hereinafter referred to as a
"Covered Person") shall be indemnified by the respective Fund to the fullest
extent permitted by law, against liability and against all expenses reasonably
incurred or paid by him in connection with any claim, action, suit or proceeding
in which he becomes involved, as a party or otherwise, by virtue of his being or
having been the Investment Adviser of the Fund, and against amounts paid or
incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or thereafter,
and the words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.
(c) No indemnification shall be provided hereunder to a
Covered Person:
(i) who shall have been adjudicated by a court or body
before which
3
<PAGE>
the proceeding was brought (A) to be liable to the Trust or to one
or more Funds' investors by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office, or (B) not to have acted in good faith in the reasonable belief that his
action was in the best interest of a Fund; or
(ii) in the event of a settlement, unless there has
been a determination that such Covered Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office;
(A) by the court or other body approving the
settlement; or
(B) by at least a majority of those Trustees who are
neither Interested Persons of the Trust nor are parties to the matter based upon
a review of readily available facts (as opposed to a full trial-type inquiry);
or
(C) by written opinion of independent legal counsel
based upon a review of readily available facts (as opposed to a full trial-type
inquiry); provided, however, that any investor in a Fund may, by appropriate
legal proceedings, challenge any such determination by the Trustees or by
independent counsel.
(d) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be severable, shall
not be exclusive of or affect any other rights to which any Covered Person may
now or hereafter be entitled, shall continue as to a person who has ceased to be
a Covered Person and shall inure to the benefit of the successors and assigns of
such person. Nothing contained herein shall affect any rights to indemnification
to which Trust personnel and any other persons, other than a Covered Person, may
be entitled by contract or otherwise under law.
(e) Expenses in connection with the preparation and
presentation of a defense to any claim, suit or proceeding of the character
described in subsection (b) of this Section 7 may be paid by the Trust on behalf
of the respective Fund from time to time prior to final disposition thereto upon
receipt of an undertaking by or on behalf of such Covered Person that such
amount will be paid over by him to the Trust on behalf of the respective Fund if
it is ultimately determined that he is not entitled to indemnification under
this Section 7; provided, however, that either (i) such Covered Person shall
have provided appropriate security for such undertaking or (ii) the Trust shall
be insured against losses arising out of any such advance payments, or (iii)
either a majority of the Trustees who are neither Interested Persons of the
Trust nor parties to the matter, or independent legal counsel in a written
opinion, shall have determined, based upon a review of readily available facts
as opposed to a trial-type inquiry or full investigation, that there is reason
to believe that such Covered Person will be entitled to
4
<PAGE>
indemnification under this Section 7.
8. Duration and Termination. This Agreement shall be effective as to a
Fund as of the date the Fund commences investment operations after this
Agreement shall have been approved by the Board of Trustees of the Trust with
respect to that Fund and the Investor(s) in the Fund in the manner contemplated
by Section 15 of the 1940 Act and, unless sooner terminated as provided herein,
shall continue until the second anniversary of such date. Thereafter, if not
terminated, this Agreement shall continue in effect as to such Fund for
successive periods of 12 months each, provided such continuance is specifically
approved at least annually (a) by the vote of a majority of those members of the
Board of Trustees of the Trust who are not parties to this Agreement or
Interested Persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval, or (b) by Vote of a Majority of the
Outstanding Voting Securities of the Trust; provided, however, that this
Agreement may be terminated by the Trust at any time, without the payment of any
penalty, by the Board of Trustees of the Trust, by Vote of a Majority of the
Outstanding Voting Securities of the Trust on 60 days' written notice to the
Investment Adviser, or by the Investment Adviser as to the Trust at any time,
without payment of any penalty, on 90 days' written notice to the Trust. This
Agreement will immediately terminate in the event of its assignment (as used in
this Agreement, the terms "Vote of a Majority of the Outstanding Voting
Securities," "Interested Person" and "Assignment' shall have the same meanings
as such terms have in the 1940 Act and the rules and regulatory constructions
thereunder.)
9. Amendment of this Agreement. No material term of this Agreement may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of a material term of this
Agreement shall be effective with respect to a Fund, until approved by Vote of a
Majority of the Outstanding Voting Securities of that Fund.
10. Representations and Warranties. The Investment Adviser hereby
represents and warrants as follows:
(a) The Investment Adviser is exempt from registration under
the 1940 Act:
(b) The Investment Adviser has all requisite authority to
enter into, execute, deliver and perform its obligations under this Agreement;
(c) This Agreement is legal, valid and binding, and
enforceable in accordance with its terms; and
5
<PAGE>
(d) The performance by the Investment Adviser of its
obligations under this Agreement does not conflict with any law to which it is
subject.
11. Covenants. The Investment Adviser hereby covenants and agrees
that, so long as this Agreement shall remain in effect:
(a) The Investment Adviser shall remain either exempt from, or
registered under, the registration provisions of the Advisers Act; and
(b) The performance by the Investment Adviser of its
obligations under this Agreement shall not conflict with any law to which it is
then subject.
12. Notices. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (a) to the Investment Adviser, Mutual Funds Services, 130 Liberty
Street (One Bankers Trust Plaza), New York, New York 10006 or (b) to the Trust,
c/o BT Alex. Brown, Inc., One South Street, Baltimore, Maryland 21202.
13. Waiver. With full knowledge of the circumstances and the effect of
its action, the Investment Adviser hereby waives any and all rights which it may
acquire in the future against the property of any investor in a Fund, other than
shares in that Fund, which arise out of any action or inaction of the Trust
under this Agreement.
14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be governed by the
laws of the State of New York, without reference to principles of conflicts of
law. The Trust is organized under the laws of the State of New York pursuant to
a Declaration of Trust dated March 27, 1993. No Trustee, officer or employee of
the Trust shall be personally bound by or liable hereunder, nor shall resort be
had to their private property for the satisfaction of any obligation or claim
hereunder.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
BT INVESTMENT PORTFOLIOS
By: /s/ Daniel O. Hirsch
Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST COMPANY
By: /s/ Ross Youngman
Name: Ross Youngman
Title: Managing Director
7
<PAGE>
EXHIBIT A
TO
INVESTMENT ADVISORY AGREEMENT
MADE AS OF JUNE 4, 1999
BETWEEN
BT INVESTMENT PORTFOLIOS AND BANKERS TRUST COMPANY
Fund Investment Advisory Fee
- ---- -----------------------
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%
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%
European Equity Portfolio 0.65%
Global Equity Portfolio 0.75%
EXHIBIT A
TO
INVESTMENT ADVISORY AGREEMENT
MADE AS OF JUNE 4, 1999
AS AMENDED DECEMBER 23, 1999
BETWEEN
BT INVESTMENT PORTFOLIOS AND BANKERS TRUST COMPANY
Fund Investment Advisory Fee
- ---- -----------------------
Small Cap Portfolio 0.65%
Asset Management Portfolio II 0.65%
Asset Management Portfolio III 0.65%
Liquid Assets Portfolio 0.15%
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%
European Equity Portfolio 0.65%
Global Equity Portfolio 0.75%
Quantitative Equity Portfolio 0.50%
8
FEE WAIVER AGREEMENT
THIS FEE WAIVER AGREEMENT is made as of the 1st day of July, 1999, by
and between BT INVESTMENT PORTFOLIOS, a New York trust (the "Trust"), on behalf
of the PreservationPlus Income Portfolio, and BANKERS TRUST COMPANY, a New York
corporation ("Bankers Trust"), with respect to the following:
WHEREAS, Bankers Trust serves as Investment Adviser to the
PreservationPlus Income Portfolio pursuant to an Investment Advisory Agreement
dated April 28, 1993, as amended and re-approved thereafter; and Bankers Trust
serves as the Trust's Administrator pursuant to an Administration and Services
Agreement dated April 28, 1993, as amended and re-approved thereafter,
(collectively, the "Agreements"); and
WHEREAS, Bankers Trust has voluntarily agreed, under the Agreements, to
waive its fees under the Agreements so that they will not exceed the percentage
of average daily net assets as set forth on Exhibit A; and
WHEREAS, the Trust and Bankers Trust desire to formalize this voluntary
fee waiver arrangement for an 14-month period beginning on August 1, 1999 and
ending on September 30, 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 an
14-month period from August 1, 1999 to September 30, 2000, so that they
do not exceed the percentage of average daily net assets set forth on
Exhibit A.
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.
PAGE 1
<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 PORTFOLIOS
/s/ Amy M. Olmert /s/ Daniel O. Hirsch
Attest: ______________________ By: ______________________
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST
/s/ Amy M. Olmert /s/ Ross C. Youngman
Attest: ______________________ By: ______________________
Name: Amy M. Olmert Name: Ross C. Youngman
Managing Director
PAGE 2
<PAGE>
Exhibit A
BT PreservationPlus Income Portfolio
Total Fund Operating Expenses
(as a percentage of average daily net assets)
---------------------------------------------
Advisory Fee 0.00%
Administration and Services Fee 0.02%
PAGE 3
EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT is made as of the 4th day of June,
1999 by and between BT ADVISOR FUNDS, a Massachusetts Business trust (the
"Trust"), BT INVESTMENT PORTFOLIOS, a New York trust (a "Portfolio Trust"), and
BANKERS TRUST, a New York corporation (the "Adviser"), with respect to the
following:
WHEREAS, the Adviser serves as BT Advisor Funds' Investment Adviser
pursuant to an Investment Advisory Agreement dated June 4, 1999, the Adviser
serves as BT Investment Portfolios' Investment Adviser pursuant to an Investment
Advisory Agreement dated June 4, 1999; and the Adviser serves as the Trust's
Administrator pursuant to an Administration and Services Agreement dated
September 15, 1995, 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 period beginning on June
4, 1999 and ending on April 30, 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 April 30, 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.
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.
<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.
BT ADVISOR FUNDS
/s/ Amy M. Olmert /s/ Daniel O. Hirsch
Attest: ______________________ By: ______________________
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BT INVESTMENT PORTFOLIOS
/s/ Amy M. Olmert /s/ Daniel O. Hirsch
Attest: ______________________ By: ______________________
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST COMPANY
/s/ Amy M. Olmert /s/ Ross Youngman
Attest: ______________________ By: ______________________
Name: Amy M. Olmert Name: Ross Youngman
Title: Managing Director
<PAGE>
EXHIBIT A
<TABLE>
<CAPTION>
Total Fund Operating Expenses Fund
(as a percentage of average daily net assets)
---------------------------------------------
<S> <C>
BT Advisor U.S. Bond Index Fund - Institutional Class 0.15%
BT Advisor EAFE Equity Index Fund - Institutional Class 0.40%
BT Advisor Small Cap Index Fund - Institutional Class 0.25%
</TABLE>
EXHIBIT 99.h.2
EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT is made as of the 4TH day of JUNE,
1999, as amended on the 23rd day of December, 1999, by and between BT INVESTMENT
FUNDS, a Massachusetts Business trust (the "Trust"), CASH MANAGEMENT PORTFOLIO,
TAX FREE MONEY PORTFOLIO, NY TAX FREE MONEY PORTFOLIO AND TREASURY MONEY
PORTFOLIO, 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 BT Investment Funds' Investment Adviser
pursuant to an Investment Advisory Agreement dated June 4, 1999, the Adviser
serves as the Cash Management Portfolio's, Tax Free Money Portfolio's, NY Tax
Free Money Portfolio's and Treasury Money Portfolio's Investment Adviser
pursuant to Investment Advisory Agreements dated June 4, 1999, and the Adviser
serves as the Trust's Administrator pursuant to an Administration and Services
Agreement dated October 28, 1992 (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 April 30, 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
the period from June 4, 1999 to April 30, 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.
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.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers as of the day and year first above
written.
ON BEHALF OF THE TRUST AND
PORTFOLIO TRUSTS LISTED BELOW:
BT INVESTMENT FUNDS
CASH MANAGEMENT PORTFOLIO
TAX FREE MONEY PORTFOLIO
NY TAX FREE MONEY PORTFOLIO
TREASURY MONEY PORTFOLIO
Attest: /s/ Amy M. Olmert By: /s/ Daniel O. Hirsch
--------------------- -----------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST COMPANY
Attest: /s/ Amy M. Olmert By: /s/ Ross Youngman
--------------------- -----------------------
Name: Amy M. Olmert Name: Ross Youngman
Title: Managing Director
<PAGE>
Exhibit A
<TABLE>
<CAPTION>
<S> <C>
Total Fund Operating Expenses
Fund (as a percentage of average daily net assets)
- ---- ---------------------------------------------
Cash Management Fund 0.75%
Tax Free Money Fund 0.75%
NY Tax Free Money Fund 0.75%
Treasury Money Fund 0.75%
Quantitative Equity - Investment Class 0.90%
Quantitative Equity - Institutional Class 0.75%
</TABLE>
EXHIBIT 99.h.3
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 31st day of
OCTOBER, 1999 by and between BT INVESTMENT FUNDS, a Massachusetts Business trust
(the "Trust"), INTERNATIONAL EQUITY PORTFOLIO and BT INVESTMENT PORTFOLIOS, each
a New York trust (each a "Portfolio Trust"), and BANKERS TRUST COMPANY, a New
York corporation (the "Adviser"), with respect to the following:
WHEREAS, the Adviser serves as International Equity Portfolio's and BT
Investment Portfolios' Investment Adviser pursuant to Investment Advisory
Agreements dated June 4, 1999, and the Adviser serves as the Trust's,
International Equity Portfolio's and BT Investment Portfolios' Administrator
pursuant to Administration and Services Agreements dated October 28, 1992, April
8, 1992 and April 28, 1993, respectively (collectively, the "Agreements").
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
the period from October 31, 1999 to March 1, 2001 to the extent
necessary so that the total annual operating expenses for each of
the Trust's series with fiscal year ends of October 31 (each a
"Fund") do not exceed the percentage of average daily net assets
set forth on Exhibit A.
2. Upon the termination of any of the Agreements, 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, as amended
(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.
<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.
BT INVESTMENT FUNDS
Attest: /s/ Amy M. Olmert By: /s/ Daniel O. Hirsch
------------------------- -------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
INTERNATIONAL EQUITY PORTFOLIO
Attest: /s/ Amy M. Olmert By: /s/ Daniel O. Hirsch
------------------------- -------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BT INVESTMENT PORTFOLIOS
Attest: /s/ Amy M. Olmert By: /s/ Daniel O. Hirsch
------------------------- -------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST COMPANY
Attest: /s/ Amy M. Olmert By: /s/ Ross Youngman
------------------------- -------------------------
Name: Amy M. Olmert Name: Ross Youngman
Title: Managing Director
<PAGE>
Exhibit A
<TABLE>
<CAPTION>
<S> <C>
Total Fund Operating Expenses
Fund (as a percentage of average daily net assets)
- ---- ---------------------------------------------
International Equity Fund 1.50%
Latin American Equity Fund 1.90%
Pacific Basin Equity Fund 1.75%
</TABLE>
EXHIBIT 99.h.4
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 June 4, 1999, 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 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
the 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.
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.
PAGE 1
<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.
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 Youngman
------------------------- -------------------------
Name: Amy M. Olmert Ross Youngman
Managing Director
PAGE 2
<PAGE>
Exhibit A
<TABLE>
<CAPTION>
<S> <C>
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%
</TABLE>
EXHIBIT 99.h.5
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 30th day of
SEPTEMBER, 1999 by and between BT PYRAMID MUTUAL FUNDS, a Massachusetts Business
trust (the "Trust"), BT INVESTMENT PORTFOLIOS, a New York trust (each a
"Portfolio Trust"), and BANKERS TRUST COMPANY, a New York corporation (the
"Adviser"), with respect to the following:
WHEREAS, the Adviser serves as the Trust's and BT Investment
Portfolios' Investment Adviser pursuant to Investment Advisory Agreements dated
June 4, 1999, and the Adviser serves as the Trust's and BT Investment
Portfolios' Administrator pursuant to Administration and Services Agreements
dated October 28, 1992, as amended June 10, 1998, and April 28, 1993,
respectively (collectively, the "Agreements").
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
the period from September 30, 1999 to January 31, 2001 to the
extent necessary so that the total annual operating expenses for
each of the Trust's series with fiscal year ends of September 30
(each a "Fund") do not exceed the percentage of average daily net
assets set forth on Exhibit A.
2. Upon the termination of any of the Agreements, 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, as amended
(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.
<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.
BT PYRAMID MUTUAL FUNDS
Attest: /s/ Amy M. Olmert By: /s/ Daniel O. Hirsch
------------------------- -------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BT INVESTMENT PORTFOLIOS
Attest: /s/ Amy M. Olmert By: /s/ Daniel O. Hirsch
------------------------- -------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST COMPANY
Attest: /s/ Amy M. Olmert By: /s/ Ross Youngman
------------------------- -------------------------
Name: Amy M. Olmert Name: Ross Youngman
Title: Managing Director
<PAGE>
Exhibit A
<TABLE>
<CAPTION>
<S> <C>
Total Fund Operating Expenses
(as a percentage of average
Fund daily net assets)
- ---- -----------------
BT Investment Equity Appreciation Fund 1.00%
BT PreservationPlus Fund - Service Class 0.65%
BT PreservationPlus Fund - Institutional Class 0.40%
BT PreservationPlus Fund - Institutional Service Class 0.55%
</TABLE>
EXHIBIT 99.h.6
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 30th day of
SEPTEMBER, 1999 by and between BT INVESTMENT FUNDS, a Massachusetts Business
trust (the "Trust") and BT INVESTMENT PORTFOLIOS, a New York trust (the
"Portfolio Trust"), and BANKERS TRUST COMPANY, a New York corporation (the
"Adviser"), with respect to the following:
WHEREAS, the Adviser serves as the Portfolio Trust's Investment Adviser
pursuant to an Investment Advisory Agreement dated June 4, 1999, and the Adviser
serves as the Trust's and the Portfolio Trust's Administrator pursuant to an
Administration and Services Agreement dated April 28, 1993, respectively
(collectively, the "Agreements").
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
the period from September 30, 1999 to January 31, 2009 to the
extent necessary so that the total annual operating expenses for
the PreservationPlus Income Fund (the "Fund") do not exceed 1.50%
of the Fund's average daily net assets.
2. Upon the termination of any of the Agreements, 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, as amended
(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.
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.
<PAGE>
BT INVESTMENT FUNDS
Attest: /s/ Amy M. Olmert By: /s/ Daniel O. Hirsch
------------------------- -------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BT INVESTMENT PORTFOLIOS
Attest: /s/ Amy M. Olmert By: /s/ Daniel O. Hirsch
------------------------- -------------------------
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST COMPANY
Attest: /s/ Amy M. Olmert By: /s/ Ross Youngman
------------------------- -------------------------
Name: Amy M. Olmert Name: Ross Youngman
Title: Managing Director
