FORM OF
BT INSURANCE FUNDS TRUST
PURCHASE AGREEMENT
BT Insurance Funds Trust (the "Trust"), a Massachusetts
business trust, and First Data Investor Services Group, Inc.
("First Data"), hereby agree as follows:
1. The Trust hereby offers First Data and First Data
hereby purchases 1 share (the "Shares") at $10.00 per share of
each of the Trust's Small Cap Index Fund, EAFE Equity Index Fund
and Equity 500 Index Fund (the "Portfolios"), each with par value
of $.001 per share. The Shares are the "initial shares" of the
Portfolios. First Data hereby acknowledges receipt of a purchase
confirmation reflecting the purchase of 3 Shares, and the Trust
hereby acknowledges receipt from First Data of funds in the amount
of $30 in full payment for the Shares.
2. First Data represents and warrants to the Trust that
the Shares are being acquired for investment purposes and not for
the purpose of distribution.
3. First Data agrees that if it or any direct or indirect
transferee of the Shares redeems the Shares prior to the fifth
anniversary of the date that the Trust begins its investment
activities, First Data will pay to the Trust an amount equal to
the number resulting from multiplying the Trust's total
unamortized organizational expenses by a fraction, the numerator
of which is equal to the number of Shares redeemed by First Data
or such transferee and the denominator of which is equal to the
number of Shares outstanding as of the date of such redemption, as
long as the administrative position of the staff of the Securities
and Exchange Commission requires such reimbursement.
4. The Trust represents that a copy of its Declaration of
Trust is on file at the Secretary of State's Office.
5. This Agreement has been executed on behalf of the
Trust by the undersigned officer of the Trust in his capacity as
an officer of the Trust. The obligations of this Agreement shall
be binding only upon the assets and property of each individual
Portfolio and not upon the assets and property of any other
portfolio of the Trust and shall not be binding upon any Director,
officer or shareholder of a Portfolio or the Trust individually.
6. This agreement shall be governed by, and construed and
interpreted in accordance with, the laws of The Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the _______ day of ________, 1996.
Attest: BT INSURANCE FUNDS TRUST
By:
Name:
Title:
Attest: FIRST DATA INVESTOR SERVICES GROUP, INC.
By:
Name:
Title:
