DRAFT
EXHIBIT 5D
FORM OF
INVESTMENT MANAGEMENT AGREEMENT
_____________, 1997
Bankers Trust Company
Xxxx Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
BT Insurance Funds Trust, a business trust organized under
the laws of the Commonwealth of Massachusetts (the "Trust"),
hereby confirms its agreement with Bankers Trust Company (the
"Manager") regarding investment management services to be provided
by the Manager to the U.S. Bond Index Fund (the "Fund").
1. Investment Description; Appointment
The Trust anticipates that the Fund will employ its
capital by investing and reinvesting in investments of the kind
and in accordance with the investment objective, policies and
limitations specified in its Declaration of Trust, dated January
19, 1996, as amended from time to time (the "Declaration of
Trust"), its By-laws, as amended from time to time, in the Fund's
prospectus (the "Prospectus") and the statement of additional
information (the "Statement") filed with the Securities and
Exchange Commission under the Investment Company Act of 1940, as
amended (the "1940 Act"), and the Securities Act of 1933, as
amended, as part of the Trust's Registration Statement on Form N-
1A, as amended from time to time, and in the manner and to the
extent as may from time to time be approved in the manner set
forth in the Declaration of Trust. Copies of the Fund's
Prospectus, Statement, Declaration of Trust and By-laws have been
or will be submitted to the Manager. The Fund desires to employ
and hereby appoints the Manager to act as its investment adviser,
to oversee the administration of all aspects of the Fund's
business and affairs and to supervise the performance of
professional services provided by others, including the
administrator, transfer agent, custodian and distributor to the
Fund.
2. Services
Subject to the overall supervision and direction of
the Board of Trustees of the Trust, the Manager shall have general
responsibility for the investment and management of the Fund's
assets, subject to and in accordance with the Fund's investment
objective, policies and restrictions as stated in the Prospectus
and Statement, as from time to time in effect, and the Declaration
of Trust and By-laws, the 1940 Act and the Investment Advisors Act
of 1940, as the same may from time to time be amended. In
discharging its responsibility, the Manager shall seek to
replicate as closely as possible the performance of the Xxxxxx
Brothers Aggregate Bond Index before the deduction of Fund
expenses and shall determine and monitor the investments of the
Fund's investment portfolios accordingly.
3. Information Provided to the Trust
The Manager will keep the Fund informed of
developments materially affecting the Fund's portfolio and, in
addition to providing the Trust with whatever statistical or other
information the Trust may reasonably request with respect to its
investments, the Manager will, on its own initiative, furnish the
Trust from time to time with whatever information the Manager
believes is appropriate for this purpose.
4. Standard of Care
The Manager shall exercise its best judgment in
rendering the services listed in paragraph 2 above. The Manager
shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Trust in connection with the matters
to which this Agreement relates, provided that nothing in this
Agreement shall be deemed to protect or purport to protect the
Manager against any liability to the Trust or to holders of the
Fund's shares ("Shareholders") to which the Manager would
otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties
or by reason of the Manager's reckless disregard of its
obligations and duties under this Agreement.
5. Indemnification
(a) The Trust shall indemnify and hold the Manager
harmless from and against any and all claims, costs, expenses
(including reasonable attorneys' fees), losses, damages, charges,
payments and liabilities of any sort or kind which may be asserted
against the Manager or for which the Manager may be held to be
liable in connection with this Agreement or the Manager's
performance hereunder (a "Claim"), unless such Claim resulted from
a grossly negligent act or omission to act or bad faith by the
Manager in the performance of its duties hereunder.
(b) In any case in which the Trust may be asked to
indemnify or hold the Manager harmless, the Manager will notify
the Trust promptly after identifying any situation which it
believes presents or appears likely to present a claim for
indemnification against the Trust although the failure to do so
shall not prevent recovery by the Manager and shall keep the Trust
advised with respect to all developments concerning such
situation. The Trust shall have the option to defend the Manager
against any Claim which may be the subject of this
indemnification, and, in the event that the Trust so elects, such
defense shall be conducted by counsel chosen by the Trust and
satisfactory to the Manager, and thereupon the Trust shall take
over complete defense of the Claim and the Manager shall sustain
no further legal or other expenses in respect of such Claim. The
Manager will not confess any Claim or make any compromise in any
case in which the Trust will be asked to provide indemnification,
except with the Trust's prior written consent. The obligations of
the parties hereto under this Section 5 shall survive the
termination of this Agreement.
6. Compensation
In consideration of the services rendered pursuant to
this Agreement, the Fund will pay the Manager a fee at the annual
rate of 0.15% based on the Funds' average daily net assets. The
fee shall be computed daily and shall be payable on the first
business day of each month for services performed the preceding
month. Upon any termination of this Agreement before the end of a
month, the fee for such part of that month shall be prorated
according to the proportion that such period bears to the full
monthly period and shall be payable upon the date of termination
of this Agreement. For the purpose of determining fees payable to
the Manager, the value of the Fund's net assets shall be computed
at the time and in the manner specified in the Fund's Prospectus
and/or the Statement.
7. Expenses
The Manager will bear all expenses in connection with
the performance of its services under this Agreement. The Trust
will bear certain other expenses to be incurred in its operation,
including: (a) payment of the fees payable to the Manager under
paragraph 6 hereof; (b) organization expenses; (c) brokerage fees
and commissions; (d) taxes; (e) interest charges on borrowings;
(f) the costs of liability insurance or fidelity bond coverage for
the Trust's officers and employees, and directors' and officers'
errors and omissions insurance coverage; (g) legal, auditing and
accounting fees and expenses; (h) charges of the Trust's Custodian
and Transfer and Dividend Disbursing Agent; (i) the Trust's pro
rata portion of dues, fees and charges of any trade association of
which the Trust is a member; (j) the expenses of printing,
preparing, distributing and mailing proxies, stock certificates
and all reports required by the Securities and Exchange Commission
and State securities administrations, including the Fund's
prospectus, Statements, and notices to shareholders; (k) filing
fees for the registration or qualification of the Fund and its
shares under federal or state securities laws; (l) the fees and
expenses involved in registering and maintaining registration of
the Fund's shares with the Securities and Exchange Commission and
State securities administrations; (m) the expenses of holding
shareholder meetings; (n) the compensation, including fees, of any
of the Trust's unaffiliated directors, officers or employees; (o)
all expenses of computing the Fund's net asset value per share,
including any equipment or services obtained solely for the
purpose of pricing shares or valuing the Fund's investment
portfolio; (p) expenses of personnel performing shareholder
servicing functions; and (q) litigation and other extraordinary or
non-recurring expenses and other expenses properly payable by the
Trust or the Fund.
8. Service to Other Companies or Accounts
The Trust understands that the Manager and its
affiliates may act as investment manager to fiduciary and other
managed accounts and to one or more other investment companies,
and the Trust has no objection to their so acting, provided that
whenever the Trust and one or more other clients advised by the
Manager and its affiliates have available funds for investment,
investments suitable and appropriate for each will be allocated in
a manner believed by the Manager to be equitable to each client.
The Trust recognizes that in some cases this procedure may
adversely affect whether a particular security is available to the
Trust, the size of the position obtainable for the Trust or the
price at which that position may be obtained or disposed. In
addition, the Trust understands that the persons employed by the
Manager to assist in the performance of the Manager's duties under
this Agreement will not devote their full time to such service and
nothing contained in this Agreement shall be deemed to limit or
restrict the right of the Manager or any affiliate of the Manager
to engage in and devote time and attention to other businesses or
to render services of any kind or nature.
9. Term of Agreement
This Agreement shall become effective on the date
hereof, shall continue in effect for two years and thereafter
shall continue for successive annual periods, provided such
continuance is specifically approved at least annually by (i) the
Trust's Trustees or (ii) a vote of a "majority" (as defined in the
0000 Xxx) of the Fund's outstanding voting securities (as defined
in the 1940 Act), provided that in either event the continuance is
also approved by a majority of the Trustees who are not
"interested persons" (as defined in the 0000 Xxx) of any party to
this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable,
without penalty, on 60 days' written notice, by the Trust's
Trustees or by vote of holders of a majority of the Fund's
outstanding voting securities, or upon 60 days' written notice, by
the Manager. This Agreement will also terminate automatically in
the event of its assignment (as defined in the 1940 Act).
10. Governing Law
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York giving effect to
the conflict of law rules thereof.
If the foregoing is in accordance with your
understanding, kindly indicate your acceptance of this Agreement
by signing and returning the enclosed copy of this Agreement.
Very truly yours,
BT INSURANCE FUNDS TRUST
By: ______________________________
AGREED TO AND ACCEPTED:
BANKERS TRUST COMPANY
By: _________________________
