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Exhibit (9B)
, dated as of September 9, 1994, by and between Select
Advisors Variable Insurance Trust, 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 "Portfolio") 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 and supervisory 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) reviewing
(including coordinating the preparing of, but not preparing) tax returns, (iv)
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 Portfolios' shareholders, (v) the
maintenance of books and records of the Trust, (vi) telephone coverage to
respond to shareholder inquiries, (vii) the provision of monitoring reports and
assistance regarding the Portfolios' compliance with
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federal securities and tax laws including compliance with the 1940 Act and
Subchapter M of the Internal Revenue Code of 1986, as amended, (viii) the
dissemination of yield and other performance information to newspapers and
tracking services, (ix) the preparation of annual renewals for fidelity bond and
errors and omissions insurance coverage, (x) 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 (xi) the determination of
each Portfolio's net asset value and the provision of all other fund accounting
services to the Portfolios.
2. ORGANIZATION EXPENSES. Touchstone shall pay all of the
organization expenses of the Trust which were paid prior to the Trust's or any
Portfolio's commencement of investment operations. The Portfolios shall
reimburse Touchstone, without any interest or carrying charges, for such
organization expenses.
3. 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.
4. 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 Portfolio of the Trust such that after such
reimbursement the aggregate Expenses of the Portfolio shall be equal on an
annual basis to the following percentages of the average daily net assets of the
Portfolio for the Portfolio's then-current fiscal year: Emerging Growth
Portfolio, 1.15%; International Equity Portfolio, 1.25%; Growth & Income
Portfolio, 0.85%; Balanced Portfolio, 0.90%; Income Opportunity Portfolio,
0.85%; and Standby Income Portfolio, 0.50%.
Touchstone's obligations in this Section 4 may be terminated,
with respect to any Portfolio, 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").
5. 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 Portfolio equal on an annual basis to 0.20% of the Portfolio's average
daily net assets for that Portfolio'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
Portfolio shall be computed in the manner specified in that Portfolio's
then-current registration statement.
Touchstone hereby waives all of its fees under this Agreement
with respect to each Portfolio until April 30, 1996.
6. 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 6, 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.
7. 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 Portfolio 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
Portfolio or otherwise.
8. 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 8. 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 Portfolio
or Portfolios:
(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 Portfolio, that it is terminating this agreement as to such
Portfolio or (ii) at such time as Touchstone ceases to be the investment
advisor to such Portfolio. In the event of a termination pursuant to
clause (i) of the preceding sentence, each party's obligations hereunder
shall terminate as to each such Portfolio 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
Portfolio 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 Portfolio, as of the end of the calendar quarter
during which the Trust, on behalf of each such Portfolio, has given at
least 30 days advance written notice to Touchstone that it is
terminating this agreement as to each such Portfolio.
9. 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.
10. 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.
11. 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.
12. 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
Portfolios individually, but bind only the Trust estate.
SELECT ADVISORS VARIABLE INSURANCE TRUST
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President
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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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