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INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, dated as of September 9, 1994, by and between
TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and SELECT
ADVISORS PORTFOLIOS, a New York master trust created pursuant to a Declaration
of Trust dated February 7, 1994, as amended from time to time (the "Trust").
WHEREAS, the Trust is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended, (the
"1940 Act"); and
WHEREAS, interests in the Trust are divided into separate subtrusts
(each, along with any subtrust which may in the future be established, a
"Portfolio"); and
WHEREAS, the Trust desires to avail itself of the services,
information, advice, assistance and facilities of an investment advisor and to
have an investment advisor perform for it various investment advisory and
research services and other management services; and
WHEREAS, the Advisor is an investment Advisor registered under the
Investment Advisers Act of 1940, as amended, and desires to provide investment
advisory services to the Trust;
NOW THEREFORE, in consideration of the terms and conditions hereinafter
set forth, it is agreed as follows:
1. EMPLOYMENT OF THE ADVISOR. he Trust hereby employs the Advisor
to manage the investment and reinvestment of the assets of each Portfolio
subject to the control and direction of the Trust's Board of Trustees, for the
period on the terms hereinafter set forth. The Advisor hereby accepts such
employment and agrees during such period to render the services and to assume
the obligations herein set forth for the compensation herein provided. The
Advisor shall for all purposes herein be deemed to be independent contractor and
shall, except as expressly provided or authorized (whether herein or otherwise),
have no authority to act for or represent the Trust in any way or otherwise be
deemed an agent of the Trust.
2. OBLIGATIONS AND SERVICES TO BE PROVIDED BY THE ADVISOR. In
providing the services and assuming the obligations set forth herein, the
Advisor may, at its expense, employ one or more subadvisors for any Portfolio.
Any agreement between the Advisor and a subadvisor shall be subject to the
renewal, termination and amendment provisions of paragraph 10 hereof. The
Advisor undertakes to provide the following services and to assume the following
obligations:
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a) The Advisor will manage the investment and
reinvestment of the assets of each Portfolio, subject
to and in accordance with the respective investment
objectives and policies of each Portfolio and any
directions which the Trust's Board of Trustees may
issue from time to time. In pursuance of the
foregoing, the Advisor may engage separate investment
advisors ("Portfolio Advisor(s)") to make all
determinations with respect to the investment of the
assets of each Portfolio, to effect the purchase and
sale of portfolio securities and to take such steps
as may be necessary to implement the same. Such
determination and services by each Portfolio Advisor
shall also include determining the manner in which
voting rights, rights to consent to corporate action
and any other rights pertaining to the portfolio
securities shall be exercised. The Advisor shall, and
shall cause each Portfolio Advisor to, render regular
reports to the Trust's Board of Trustees concerning
the Trust's and each Portfolio's investment
activities.
b) The Advisor shall, or shall cause the respective
Portfolio Advisor(s) to place orders for the
execution of all portfolio transactions, in the name
of the respective Portfolio and in accordance with
the policies with respect thereto set forth in the
Trust's registration statements under the 1940 Act
and the Securities Act of 1933, as such registration
statements may be amended from time to time. In
connection with the placement of orders for the
execution of portfolio transactions, the Advisor
shall create and maintain (or cause the Portfolio
Advisors to create and maintain) all necessary
brokerage records for each Portfolio, which records
shall comply with all applicable laws, rules and
regulations, including but not limited to records
required by Section 31(a) of the 1940 Act. All
records shall be the property of the Trust and shall
be available for inspection and use by the Securities
and Exchange Commission (the "SEC"), the Trust or any
person retained by the Trust. Where applicable, such
records shall be maintained by the Advisor (or
Portfolio Advisor) for the periods and in the places
required by Rule 31a-02 under the 1940 Act.
c) In the event of any reorganization or other change in
the Advisor, its investment principals, supervisors
or members of its investment (or comparable)
committee, the Advisor shall give the Trust's Board
of Trustees written notice of such reorganization or
change within a reasonable time (but not later than
30 days) after such reorganization or change.
d) The Advisor shall bear its expenses of providing
services to the Trust pursuant to this Agreement
except such expenses as are undertaken by the Trust.
In addition, the Advisor shall pay the
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salaries and fees, if any, of all Trustees, officers
and employees of the Trust who are affiliated
persons, as defined in Section 2(a)(3) of the 1940
Act, of the Advisor.
e) The Advisor will manage, or will cause the Portfolio
Advisors to manage, the Portfolio Assets and the
investment and reinvestment of such assets so as to
comply with the provisions of the 1940 Act and with
Subchapter M of the Internal Revenue Code of 1986, as
amended.
3. EXPENSES. The Trust shall pay the expenses of its operation,
including but not limited to (i) charges and expenses for Trust accounting,
pricing and appraisal services and related overhead, (ii) the charges and
expenses of the Portfolio's auditor's; (iii) the charges and expenses of any
custodian, transfer agent, plan agent, dividend disbursing agent and registrar
appointed by the Trust with respect to the Portfolios; (iv) brokers'
commissions, and issue and transfer taxes, chargeable to the Trust in connection
with securities transactions to which the Trust is a party; (v) insurance
premiums, interest charges, dues and fees for Trust membership in trade
associations and all taxes and fees payable by the Trust to federal, state or
other governmental agencies; (vi) fees and expenses involved in registering and
maintaining registrations of the Trust and/or interests in the Trust with the
SEC, state or blue sky securities agencies and foreign countries, including the
preparation of Prospectuses and Statements of Additional Information for filing
with the SEC; (vii) all expenses of meetings of Trustees and of interest holders
of the Trust and of preparing, printing and distributing prospectuses, notices,
proxy statements and all reports to shareholders and to governmental agencies;
(viii) charges and expenses of legal counsel to the Trust; (ix) compensation of
Trustees of the Trust; (x) the cost of preparing and printing share
certificates; and (xi) interest on borrowed money, if any.
4. COMPENSATION OF THE ADVISOR.
a) As compensation for the services rendered and
obligations assumed hereunder by the Advisor, the
Trust shall pay to the Advisor monthly a fee that is
equal on an annual basis to that percentage of the
average daily net assets of each Portfolio set forth
on Schedule 1 attached hereto (and with respect to
any future Portfolio, such percentage as the Trust
and the Advisor may agree to from time to time). Such
fee shall be computed and accrued daily. If the
Advisor serves as investment advisor for less than
the whole of any period specified in this Section 4a,
the compensation to the Advisor shall be prorated.
For purposes of calculating the Advisor's fee, the
daily value of each Portfolio's net assets shall be
computed by the same method as the Trust uses to
compute the net asset value of that Portfolio.
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b) The Advisor will pay all fees owing to each Portfolio
Advisor, and the Trust shall not be obligated to the
Portfolio Advisors in any manner with respect to the
compensation of such Portfolio Advisors.
c) The Advisor reserves the right to waive all or a part
of its fee.
5. ACTIVITIES OF THE ADVISOR. The services of the Advisor to the
Trust hereunder are not to be deemed exclusive, and the Advisor shall be free to
render similar services to others. It is understood that the Trustees and
officers of the Trust are or may become interested in the Advisor as
stockholders, officers or otherwise, and that stockholders and officers of the
Advisor are or may become similarly interested in the Trust, and that the
Advisor may become interested in the Trust as a shareholder or otherwise.
6. USE OF NAMES. The Trust will not use the name of the Advisor
in any prospectus, sales literature or other material relating to the Trust in
any manner not approved prior thereto by the Advisor; except that the Trust may
use such name in any document which merely refers in accurate terms to its
appointment hereunder or in any situation which is required by the SEC or a
state securities commission; and provided further, that in no event shall such
approval be unreasonably withheld. The Advisor will not use the name of the
Trust in any material relating to the Advisor in any manner not approved prior
thereto by the Trust; except that the Advisor may use such name in any document
which merely refers in accurate terms to the appointment of the Advisor
hereunder or in any situation which is required by the SEC or a state securities
commission. In all other cases, the parties may use such names to the extent
that the use is approved by the party named, it being agreed that in no event
shall such approval be unreasonably withheld.
The Trustees of the Trust acknowledge that, in consideration
of the Advisor's assumption of certain organization expenses of the Trust and of
the various Portfolios, the Advisor has reserved for itself the rights to the
name "Select Advisors Portfolios" (or any similar names) and that use by the
Trust of such name shall continue only with the continuing consent of the
Advisor, which consent may be withdrawn at any time, effective immediately, upon
written notice thereof to the Trust.
7. LIMITATION OF LIABILITY OF THE ADVISOR.
a) Absent willful misfeasance, bad faith, gross
negligence, or reckless disregard of obligations or
duties hereunder on the part of the Advisor, the
Advisor shall not be subject to liability to the
Trust or to any holder of an interest in any
Portfolio for any act or omission in the course of,
or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase,
holding or sale of any security. As used in this
Section 7, the term "Advisor" shall include
Touchstone Advisors, Inc. and/or any of its
affiliates and the
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directors, officers and employees of Touchstone
Advisors, Inc. and/or of its affiliates.
b) The Trust will indemnify the Advisor against, and
hold it harmless from, any and all losses, claims,
damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from
acts or omissions of the Trust. Indemnification shall
be made only after: (i) a final decision on the
merits by a court or other body before whom the
proceeding was brought that the Trust was liable for
the damages claimed or (ii) in the absence of such a
decision, a reasonable determination based upon a
review of the facts, that the Trust was liable for
the damages claimed, which determination shall be
made by either (a) the vote of a majority of a quorum
of Trustees of the Trust who are neither "interested
persons" of the Trust nor parties to the proceeding
("disinterested non-party Trustees") or (b) an
independent legal counsel satisfactory to the parties
hereto, whose determination shall be set forth in a
written opinion. The Advisor shall be entitled to
advances from the Trust for payment of the reasonable
expenses incurred by it in connection with the matter
as to which it is seeking indemnification in the
manner and to the fullest extent that would be
permissible under the applicable provisions of the
General Corporation Law of Ohio. The Advisor shall
provide to the Trust a written affirmation of its
good faith belief that the standard of conduct
necessary for indemnification under such law has been
met and a written undertaking to repay any such
advance if it should ultimately be determined that
the standard of conduct has not been met. In
addition, at least one of the following additional
conditions shall be met: (a) the Advisor shall
provide security in form and amount acceptable to the
Trust for its undertaking; (b) the Trust is insured
against losses arising by reason of the advance; or
(c) a majority of a quorum of the Trustees of the
Trust, the members of which majority are
disinterested non-party Trustees, or independent
legal counsel in a written opinion, shall have
determined, based on a review of facts readily
available to the Trust at the time the advance is
proposed to be made, that there is reason to believe
that the Advisor will ultimately be found to be
entitled to indemnification.
8. LIMITATION OF TRUST'S LIABILITY. The Advisor acknowledges that
it has received notice of and accepts the limitations upon the Trust's liability
set forth in its Declaration of Trust. The Advisor agrees that the Trust's
obligations hereunder in any case shall be limited to the Trust and to its
assets and that the Advisor shall not seek satisfaction of any such obligation
from the holders of the interests in any Portfolio nor from any Trustee,
officer, employee or agent of the Trust.
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9. FORCE MAJEURE. The Advisor shall not be liable for delays or
errors occurring by reason of circumstances beyond its control, including but
not limited to acts of civil or military authority, national emergencies, work
stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or
failure of communication or power supply. In the event of equipment breakdowns
beyond its control, the Advisor shall take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto.
10. RENEWAL, TERMINATION AND AMENDMENT.
a) This Agreement shall continue in effect, unless
sooner terminated as hereinafter provided, for a
period of twelve months from the date hereof and it
shall continue indefinitely thereafter as to each
Portfolio, provided that such continuance is
specifically approved by the parties hereto and, in
addition, at least annually by (i) the vote of
holders of a majority of the outstanding voting
securities of the affected Portfolio or by vote of a
majority of the Trust's Board of Trustees and (ii) by
the vote of a majority of the Trustees who are not
parties to this Agreement or interested persons of
the Advisor, cast in person at a meeting called for
the purpose of voting on such approval.
b) This Agreement may be terminated at any time, with
respect to any Portfolio(s), without payment of any
penalty, by the Trust's Board of Trustees or by a
vote of the majority of the outstanding voting
securities of the affected Portfolio(s) upon 60 days'
prior written notice to the Advisor and by the
Advisor upon 60 days' prior written notice to the
Trust.
c) This Agreement may be amended at any time by the
parties hereto, subject to approval by the Trust's
Board of Trustees and, if required by applicable SEC
rules and regulations, a vote of the majority of the
outstanding voting securities of any Portfolio
affected by such change. This Agreement shall
terminate automatically in the event of its
assignment.
d) The terms "assignment," "interested persons" and
"majority of the outstanding voting securities" shall
have the meaning set forth for such terms in the 1940
Act.
11. SEVERABILITY. 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.
12. MISCELLANEOUS. Each party agrees to perform such further
actions and execute such further documents as are necessary to effectuate the
purposes hereof.
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This Agreement shall be construed and enforced in accordance with and governed
by the laws of the State of Ohio. The captions, in this Agreement are included
for convenience only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered inn their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
Pursuant to the Trust's Declaration of Trust, dated as of February 7, 1994, the
obligations of this Agreement are not binding upon any of the Trustees or
interestholders of the Trust individually, but bind only the Trust estate.
SELECT ADVISORS PORTFOLIOS
By /s/ Xxxxxx X. Xxxxxxx, Xx.
---------------------------------
Xxxxxx X. Xxxxxxx, Xx., President
Attest:
/s/ Xxxxxx Xxxxxxx
---------------------------------
TOUCHSTONE ADVISORS, INC.
By /s/ Xxxx X. XxXxxxxx
---------------------------------
Xxxx X. XxXxxxxx, Vice President
Attest:
/s/ Xxxxxx Xxxxxxx
---------------------------------
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Exhibit A to Amendment No 1 to
Advisory Agreement
SCHEDULE 1
Emerging Growth Portfolio 0.80%
International Equity Portfolio 0.95%
Growth & Income Portfolio 0.75%
Growth & Income Portfolio II 0.75%
Balanced Portfolio 0.80%
Income Opportunity 0.65%
Bond Portfolio 0.55%
Bond Portfolio II 0.55%
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AMENDMENT NO. 1
INVESTMENT ADVISORY AGREEMENT
This Amendment No. 1 to Investment Advisory Agreement is dated as of May
1, 1997 and amends the Investment Advisory Agreement (the "Advisory Agreement")
dated September 9, 1994 made by and between Touchstone Advisors, Inc., an Ohio
corporation (the "Advisor"), and Select Advisors Portfolios, a New York master
trust created pursuant to a Declaration of Trust dated February 7, 1994 (the
"Trust").
WHEREAS, the Advisor acts as investment advisor to the Trust pursuant to
the Advisory Agreement; and in such capacity the Advisor has engaged separate
portfolio advisors for each of the Trust's portfolios; and
WHEREAS, the Trust, by its Board of Trustees, has taken action to
terminate the Trust's Municipal Bond Portfolio and the Portfolio Advisory
Agreement, dated September 9, 1994, presently in effect between the Advisor and
Xxxxxxxxx & Xxxxxx, Portfolio Advisor to such portfolio, each as of the close of
business on April 30, 1997; and
WHEREAS, such Board of Trustees also has taken action to terminate
Portfolio Advisory Agreements presently in effect between the Advisor and Harbor
Capital Management Company, Inc. ("Harbor Capital") and Xxxxxx Xxxxxxxx Capital
Management, Inc. ("Xxxxxx Xxxxxxxx"), each such Portfolio Advisory Agreement
being dated as of September 9, 1994; and
WHEREAS, such Board of Trustees also has taken action to enter into a
Portfolio Advisory Agreement with Op Cap Advisors, a subsidiary of Xxxxxxxxxxx
Capital, a registered investment advisor, under which Op Cap Advisors will act
as Portfolio Advisor to the Trust's Balanced Portfolio, replacing Harbor Capital
and Xxxxxx Xxxxxxxx; and
WHEREAS, the advisory fees to be paid to Op Cap Advisors under such
Portfolio Advisory Agreement will be higher than the fees currently being paid
to Harbor Capital and Xxxxxx Xxxxxxxx under their Portfolio Advisor Agreements
and the Advisor has requested that its fees accordingly, also be increased;
and
WHEREAS, shareholders of the Trust, at a meeting of such shareholders
held on April 23, 1997 approved the proposed increase in such fees to be paid
under the Advisory Agreement.
NOW, THEREFORE, Schedule 1 to the Advisory Agreement is hereby amended,
effective as of the close of business on April 30, 1997, to read as set forth in
Exhibit A to this Amendment, the only changes in such Schedule being an increase
in the advisory fees to be paid by the Balanced Portfolio, from 0.70% to 0.80%
of average daily net assets, and the deletion of the Municipal Bond Portfolio.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered in their names and on their behalf as of the day and year first
above written.
SELECT ADVISORS PORTFOLIO
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx, Xx., President
TOUCHSTONE ADVISORS INC.
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx, Vice President
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Exhibit A to Amendment No 1 to
Advisory Agreement
SCHEDULE 1
Emerging Growth Portfolio 0.80%
International Equity Portfolio 0.95%
Growth & Income Portfolio 0.75%
Growth & Income Portfolio II 0.75%
Balanced Portfolio 0.80%
Income Opportunity 0.65%
Bond Portfolio 0.55%
Bond Portfolio II 0.55%
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AMENDMENT NO. 2
TO
INVESTMENT ADVISORY AGREEMENT
This Amendment No. 2 to Investment Advisory Agreement is dated as of
September 18, 1997 and amends the Investment Advisory Agreement (the "Advisory
Agreement") dated September 9, 1994 made by and between Touchstone Advisors,
Inc., an Ohio corporation (the "Advisor"), and Select Advisors Portfolios, a New
York master trust created pursuant to a Declaration of Trust dated February 7,
1994 (the "Trust").
WHEREAS, the Advisor acts as investment advisor to the Trust pursuant
to the Advisory Agreement and in such capacity has engaged separate portfolio
advisors for each of the Trust's portfolios; and
WHEREAS, Fort Washington Investment Advisors, Inc. ("Fort Washington")
resigned as portfolio advisor to the Trust's Growth & Income Portfolios (the
"Portfolios"), effective at the close of business on August 31, 1997; and
WHEREAS, pursuant to approval given by the Trust's Board of Trustees,
the Advisor, on behalf of the Portfolios, entered into a Portfolio Advisory
Agreement, effective September 1, 1997, with Xxxxxxx Xxxxxxx & Xxxxx, a
registered investment advisor ("Xxxxxxx"), under which Xxxxxxx is now acting as
Portfolio Advisor to the Portfolio (the "Portfolio Agreement"); and
WHEREAS, the holders of interests in the Portfolios approved the
Portfolio Agreement in meetings and actions held and taken on September 18,1997;
and
WHEREAS, the advisory fees to be paid by the Advisor to Xxxxxxx under
the Portfolio Agreement for all periods after September 18, 1997 will be higher
than the fees formerly paid to Fort Washington under their portfolio advisor
agreement for the Portfolio, and the Advisor has requested that its fees,
accordingly, also be increased; and
WHEREAS, the holders of interests in the Portfolios approved such
increase in fees under the Advisory Agreement in meetings and actions held and
taken on September 18, 1997; and
NOW, THEREFORE, Schedule 1 to the Advisory Agreement is hereby amended,
effective as of September 18, 1997, to read as set forth in Exhibit A to this
Amendment, the sole change in such Schedule being an increase in the advisory
fees to be paid by the Portfolio, from 0.75% to 0.80%, on the first $150 million
of average daily net assets of the Portfolios.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered in their names and on their behalf as of the day and year
first above written.
SELECT ADVISORS PORTFOLIOS
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxx, Xx., President
TOUCHSTONE ADVISORS INC.
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
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Exhibit A to Amendment No. 1 to
Advisory Agreement
SCHEDULE 1
Emerging Growth Portfolio 0.80%
Growth & Income Portfolio
0.80% on the first $150 million of average
daily net assets and 0.75% on such assets in
excess of $150 million
Growth & Income II Portfolio 0.80% on the first $150 million of average
daily net assets and 0.75% on such assets in
excess of $150 million
International Equity Portfolio 0.95%
Balanced Portfolio 0.80%
Income Opportunity 0.65%
Bond Portfolio 0.55%
Bond Portfolio II 0.55%
