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Exhibit (9C)
, dated as of September 9, 1994, by and between Select
Advisors Trust A, a Massachusetts business trust (the "Trust"), and Touchstone
Advisors, Inc., an Ohio corporation ("Touchstone").
W I T N E S S E T H:
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended
(collectively with the rules and regulations promulgated thereunder as amended
from time to time, the "1940 Act");
WHEREAS, the Trust wishes to engage Touchstone to sponsor, and provide
certain management services with respect to, all currently existing or future
series (each a "Fund") of the Trust, and Touchstone is willing to provide such
services to the Trust, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. DUTIES OF TOUCHSTONE. Subject to the direction and control of
the Board of Trustees of the Trust (the "Board"), Touchstone shall perform such
sponsorship and management services as may from time to time be reasonably
requested by the Trust, which shall include without limitation: (a) providing
office space, equipment and clerical personnel necessary for performing the
management functions herein set forth; (b) arranging, if desired by the Trust,
for directors, officers or employees of Touchstone to serve as Trustees,
officers or agents of the Trust if duly elected or appointed to such positions
and subject to their individual consent and to any limitations imposed by law;
(c) supervising the overall administration of the Trust, including the provision
of services to the Trust by the Trust's administrator and fund accounting agent,
transfer agent and custodian, which services include without limitation: (i)
updating of corporate organizational documents, and the negotiation of contracts
and fees with and the monitoring and coordinating of performance and xxxxxxxx of
the Trust's transfer agent, custodian, shareholder servicing agents and other
independent contractors or agents; (ii) the preparation of and filing of
documents required for compliance by the Trust with applicable laws and
regulations (including state "blue sky" laws and regulations), including
registration statements on Form N-1A (or other applicable form), prospectuses
and statements of additional information, semi-annual and annual reports to the
Trust's shareholders, (iii) preparation of agendas and supporting documents for
and minutes of meetings of Trustees, committees of Trustees and preparation of
notices, proxy statements and minutes of meetings of one or more Funds'
shareholders, (iv) the maintenance of books and records of the Trust, (v)
telephone coverage to respond to shareholder inquiries, (vi) the provision of
monitoring reports and assistance regarding the Funds' compliance with federal
securities and tax laws including compliance with the 1940 Act and Subchapter M
of the
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Internal Revenue Code of 1986, as amended, (vii) the dissemination of yield and
other performance information to newspapers and tracking services, (viii) the
preparation of annual renewals for fidelity bond and errors and omissions
insurance coverage, (ix) the development of a budget for the Trust, the
establishment of the rate of expense accruals and the arrangement of the payment
of all fixed and management expenses, and (x) the determination of each Fund's
net asset value and the provision of all other fund accounting services to the
Funds.
2. SEED MONEY CAPITAL. Touchstone shall provide all required
initial seed capital required by the 1940 Act and the rules and regulations
thereunder.
3. ORGANIZATION EXPENSES. Touchstone shall pay all of the
organization expenses of the Trust which were paid prior to the Trust's or any
Fund's commencement of investment operations. The Funds shall reimburse
Touchstone, without any interest or carrying charges, for such organization
expenses.
4. ALLOCATION OF CHARGES AND EXPENSES. Touchstone shall pay the
entire salaries and wages of all of the Trust's Trustees, officers and agents
who devote part or all of their time to the affairs of Touchstone or its
affiliates, and the wages and salaries of such persons shall not be deemed to be
expenses incurred by the Trust.
5. OPERATING EXPENSE WAIVERS OR REIMBURSEMENT. Touchstone shall
waive all or a portion of its fee pursuant to this and/or
reimburse a portion of the operating expenses (including amortization of
organization expense but excluding interest, taxes, brokerage commissions and
other portfolio transaction expenses, capital expenditures and extraordinary
expenses) ("Expenses") of each Fund of the Trust such that after such
reimbursement the aggregate Expenses of the Fund shall be equal on an annual
basis to the following percentages of the average daily net assets of the Fund
for the Fund's then-current fiscal year: Emerging Growth Fund A, 1.75%;
International Equity Fund A, 1.85%; Growth & Income Fund A, 1.55%; Balanced Fund
A, 1.60%; Income Opportunity Fund A, 1.45%; Standby Income Fund, 1.00%; and
Municipal Bond Fund A, 1.30%.
Touchstone's obligations in this Section 5 may be terminated,
with respect to any Fund, by Touchstone as of the end of any calendar quarter
after December 31, 1995, upon at least 30 days prior written notice to the Trust
(an "Expense Cap Termination").
6. COMPENSATION OF TOUCHSTONE. For the services to be rendered,
the facilities to be provided and the expenses to be assumed by Touchstone
hereunder, the Trust shall pay to Touchstone a sponsor fee from the assets of
each Fund equal on an annual basis to 0.20% of the Fund's average daily net
assets for that Fund's then-current fiscal year.
If Touchstone serves under this Agreement for less than the
whole of any month, the compensation to Touchstone hereunder shall be prorated.
For purposes of
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computing the fees payable to Touchstone hereunder, the net asset value of each
Fund shall be computed in the manner specified in that Fund's then-current
registration statement.
Touchstone hereby waives all of its fees under this Agreement
with respect to each Fund until April 30, 1996.
7. LIMITATION OF LIABILITY OF TOUCHSTONE. Touchstone shall not be
liable for any error of judgment or mistake of law or for any act or omission in
the sponsorship or management of the Trust or the performance of its duties
hereunder, except for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of the reckless disregard of its
obligations and duties hereunder. As used in this Section 7, the term
"Touchstone" shall include Touchstone and/or any of its affiliates and the
directors, officers and employees of Touchstone and/or any of its affiliates.
8. ACTIVITIES OF TOUCHSTONE. The services of Touchstone to the
Trust are not to be deemed to be exclusive, Touchstone being free to render
similar sponsorship and management services and/or other services to other
parties. It is understood that Trustees and officers of the Trust, and
shareholders of a Fund are or may become interested in Touchstone and/or any of
its affiliates, as directors, officers, employees, or otherwise, and that
directors, officers and employees of Touchstone and/or any of its affiliates are
or may become similarly interested in the Trust and that Touchstone and/or any
of its affiliates may be or become interested in the Trust as a shareholder of a
Fund or otherwise.
9. DURATION, TERMINATION AND AMENDMENT. This Agreement shall
become effective as of the day and year first above written and shall govern the
relations between the parties hereto until terminated in accordance with this
Section 9. Except for an Expense Cap Termination, this Agreement may not be
altered or amended except by an instrument in writing signed by both parties.
This agreement may be terminated, with respect to any Fund or
Funds:
(a) by Touchstone, either (i) at the end of the calendar
quarter after December 31, 1995 during which Touchstone has given at
least 30 days advance written notice to the Trust, on behalf of each
such Fund, that it is terminating this agreement as to such Fund or
(ii) at such time as Touchstone ceases to be the investment advisor to
each such Fund's Corresponding Portfolio. In the event of a termination
pursuant to the foregoing clause (i) of the foregoing sentence, each
party's obligations hereunder shall terminate as to each such Fund as
of the end of the calendar quarter in which the notice of termination
is given; in the event of a termination pursuant to clause (ii) of the
preceding sentence Touchstone's obligations hereunder shall terminate
as to each such Fund as of the effective date of its termination as
investment advisor.
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(b) by the Board, or by the vote of a "majority of the
outstanding voting securities" (as such phrase is defined in the 0000
Xxx) of each such Fund, as of the end of the calendar quarter during
which the Trust, on behalf of each such Fund, has given at least 30
days advance written notice to Touchstone that it is terminating this
agreement as to each such Fund.
10. SUBCONTRACTING BY TOUCHSTONE. Touchstone may subcontract for
the performance of Touchstone's obligations hereunder with any one or more
persons; provided, however, that Touchstone shall be as fully responsible to the
Trust for the acts and omissions of any subcontractor as it would be for its own
acts or omissions.
11. SEVERABILITY. If any provision of this Agreement shall become
or shall be found to be invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.
12. NOTICE. Any notices under this Agreement shall be in writing
addressed and delivered personally (or by telecopy) or mailed postage-paid, to
the other party at such address as such other party may designate in accordance
with this paragraph for the receipt of such notice. Until further notice to the
other party, it is agreed that the address of the Trust and touchstone shall be
000 Xxxxxxxx, Xxxxxxxxxx, Xxxx 00000.
13. MISCELLANEOUS. Each party agrees to perform such further
actions and execute such further documents as are necessary to effectuate the
purposes hereof. 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. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but such counterparts shall, together, constitute only
one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written. The
undersigned has executed this Agreement not individually, but as an officer
under the Trust's Declaration of Trust, and the obligations of this Agreement
are not binding upon the Trust's Trustees, its officers, or shareholders of the
Funds individually, but bind only the Trust estate.
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SELECT ADVISORS TRUST A
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President
TOUCHSTONE ADVISORS, INC.
By: /s/ Xxxx X. XxXxxxxx
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Name: Xxxx X. XxXxxxxx
Title: Vice President
Attest:
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Secretary
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