Exhibit d(1)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of June 4, 1999 by and between BT INSURANCE FUNDS
TRUST, a Massachusetts business trust (herein called the "Trust"), regarding
advisory services to be provided to MANAGED ASSETS FUND (the "Portfolio"), a
series of the Trust, and BANKERS TRUST COMPANY (herein called the "Investment
Manager").
WHEREAS, the Portfolio is registered as an open-end, non-diversified,
management investment company under the Investment Company Act of 1940;
WHEREAS, the Portfolio desires to retain the Investment Manager to
render investment advisory and other services, and the Investment Manager 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 Portfolio hereby appoints the Investment Manager to
act as investment manager to the Portfolio, to oversee the administration of all
aspects of the Portfolio's business and affairs and to supervise the performance
of professional services provided by others including the administrator,
transfer agent, custodian and the placement agent to the Portfolio for the
period and on the terms set forth in this Agreement. The Investment Manager
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 Portfolio, the Investment Manager 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 Manager will determine from time to time what
securities and other investments will be purchased, retained or sold by the
Portfolio. The Investment Manager will provide the services rendered by it
hereunder in accordance with the Portfolio's investment objectives and policies
as stated in the then-current Prospectus and Statement of Additional
Information. The Investment Manager further agrees that it:
(a) will conform with all applicable Rules and Regulations of
the Securities and Exchange Commission (herein called the "Rules") and with the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment
Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940,
all as amended, and will in addition conduct its activities under this Agreement
in accordance with regulations of the Board of Governors of the Federal Reserve
System pertaining to the investment advisory activities of bank holding
companies and their subsidiaries;
(b) will place orders pursuant to its investment
determinations for the Portfolio either directly with the issuer or with any
broker or dealer selected by it. In placing orders with brokers and dealers, the
Investment Manager 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 Manager 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 Securities Exchange Act of 1934) to or for the benefit of any fund and/or
other accounts over which the Investment Manager or any of its affiliates
exercises investment discretion. Subject to the review of the Portfolio's Board
of Trustees from time to time with respect to the extent and continuation of the
policy, the Investment Manager 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 Manager 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 Manager with respect to the accounts
as to which it exercises investment discretion; and
(c) will maintain books and records with respect to the
Portfolio's securities transactions and will render to the Board of Trustees
such periodic and special reports as the Board may request.
3. SERVICES NOT EXCLUSIVE. The investment management services rendered
by the Investment Manager hereunder are not to be deemed exclusive, and the
Investment Manager 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 Manager hereby agrees that all
records which it maintains for the Portfolio are the property of the Portfolio
and further agrees to surrender promptly to the Portfolio any of such records
upon the Portfolio's request. The Investment Manager 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 Investment Advisers Act of 1940 pertaining
to the maintenance of books and records.
5. EXPENSES. During the term of this Agreement, the Investment Manager
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Portfolio.
In addition, if the expenses borne by the Portfolio in any fiscal year
of the Portfolio exceed the applicable expense limitations imposed by the
securities regulations of any state in which the beneficial interest in the
Portfolio are registered or qualified for sale to the public, if any, the
Investment Manager shall reimburse the Portfolio for the excess expense to the
extent required by state law.
6. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, the Portfolio will pay the Investment Manager and
the Investment Manager will accept as full compensation therefor a fee, computed
daily and payable monthly, an amount equal to the annual rate of 0.10% of the
Portfolio's average daily net assets.
7. LIMITATION OF LIABILITY OF THE INVESTMENT MANAGER; INDEMNIFICATION.
(a) The Investment Manager shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the 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 Manager 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 Manager shall be indemnified by the Portfolio to the fullest
extent permitted by law, against liability and against all expenses reasonably
incurred or paid by it in connection with any claim, action, suit or proceeding
in which it becomes involved, as a party or otherwise, by virtue of it being or
having been the investment manager of the Portfolio, and against amounts paid or
incurred by it 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, reasonable attorneys' fees,
costs, judgments, amounts paid in settlement, fines, penalties and other
liabilities.
(c) No indemnification shall be provided hereunder to the
Investment Manager:
(i) if the Investment Manager shall have been adjudicated by a court or body
before which the proceeding was brought (A) to be liable to the Portfolio or its
investors by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties under this Agreement, or (B)
not to have acted in good faith in the reasonable belief that his action was in
the best interest of the 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 Portfolio 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 shareholder of the 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 Portfolio, shall not be exclusive
of or affect any other rights to which the Investment Manager may now or
hereafter be entitled, shall continue as to the Investment Manager when it has
ceased to be the Portfolio's Investment Manager and shall inure to the benefit
of the successors and assigns of the Investment Manager. Nothing contained
herein shall affect any rights to indemnification to which Portfolio personnel
and any other persons, other than the Investment Manager, 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 Portfolio from
time to time prior to final disposition thereof, upon receipt of an undertaking
by or on behalf of the Investment Manager that such amount will be paid over by
it to the Portfolio if it is ultimately determined that the Investment Manager
is not entitled to indemnification under this Section 7; provided, however, that
either (i) the Investment Manager shall have provided appropriate security for
such undertaking, or (ii) the Portfolio 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 Portfolio 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 the Investment Manager
will be entitled to indemnification under this Section 7.
(g) A copy of the Declaration of Trust of the Fund is on file
with the Secretary of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Fund as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Shareholders individually but are
binding only upon the assets and property of the Fund.
8. DURATION AND TERMINATION. This Agreement shall be effective as to
the 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
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 the 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, and (b) by the Board of Trustees of the Trust by vote of a majority of
the outstanding voting securities of the Portfolio; provided, however, that this
Agreement may be terminated by the Portfolio at any time, without the payment of
any penalty, by the Board of Trustees of the Trust or by vote of a majority of
the outstanding voting securities of the Portfolio on 60 days' written notice to
the Investment Manager, or by the Investment Manager as to the Portfolio at any
time, without payment of any penalty, on 60 days' written notice to the
Portfolio. This Agreement will immediately terminate in the event of its
assignment. (As used in this Agreement, the terms "majority of the outstanding
voting securities," "interested person" and "assignment" shall have the same
meanings as such terms have in the 1940 Act and the rules and regulatory
constructions thereunder.)
9. AMENDMENT OF THIS AGREEMENT. No material term of this Agreement may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of a material term of this
Agreement shall be effective until approved by vote of a majority of the
Portfolio's outstanding voting securities.
10. (A) REPRESENTATIONS AND WARRANTIES. The Investment Manager hereby
represents and warrants as follows:
(1) The Investment Manager is exempt from registration under
the Investment Advisers Act of 1940;
(2) The Investment Manager has all requisite authority to
enter into, execute, deliver and perform its obligations
under, this Agreement;
(3) This Agreement is legal, valid and binding, and
enforceable in accordance with its terms; and
(4) The performance by the Investment Manager of its
obligations under this Agreement does not conflict with
any law to which it is subject.
(B) COVENANTS. The Investment Manager hereby covenants and agrees that, so long
as this Agreement shall remain in effect,
(1) The Investment Manager shall remain either exempt from, or
registered under, the registration provisions of the
Investment Advisers Act of 1940; and
(2) The performance by the Investment Manager of its
obligations under this Agreement shall not conflict with
any law to which it is then subject.
11. NOTICES. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (1) to the Investment Manager at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000; (2) to Mutual Fund Services at Xxx Xxxxxxx Xxxxx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000 or (3) to the Portfolio c/o First Data Investor Services Group, Inc.,
00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
12. WAIVER. With full knowledge of the circumstances and the effect of
its action, the Investment Manager hereby waives any and all rights which it may
acquire in the future against the property of any investor in the Portfolio,
other than beneficial interests in the Portfolio at their then net asset value,
which arise out of any action or inaction of the Portfolio under this Agreement.
13. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be governed by the
laws of the State of New York, without reference to principles of conflicts of
law.
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.
Very truly yours,
BT INSURANCE FUNDS TRUST
By: /s/Xxxxxx X. Xxxxxxx
AGREED TO AND ACCEPTED:
BANKERS TRUST COMPANY
By: /s/Xxxx X. Xxxxxxxx
