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Exhibit 8(e)(iii)
, dated as of September 9, 1994, by and between Select
Advisors Portfolios, a New York 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 and supervisory services with respect to, the Growth & Income
II and Bond II portfolios (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 with respect to the
Portfolios 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
Portfolios 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
transfer agent, custodian, shareholder servicing agents and other independent
contractors or agents of the Trust, with respect to the Portfolios, (ii) the
preparation of and filing of documents required for compliance by the Portfolios
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 and
semi-annual and annual reports to the Trust's shareholders, (iii) reviewing
(including coordinating the preparing of,
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but not preparing) tax returns, (iv) preparation of agendas and supporting
documents for and minutes of meetings of Trustees and of committees of Trustees,
in each case on behalf of the Portfolios, or either of them, and preparation of
notices, proxy statements and minutes of meetings of shareholders of the Trust
or of one or both of the Portfolios, (v) the maintenance of books and records of
the Trust in respect of the Portfolios, (vi) telephone coverage to respond to
shareholder inquiries regarding the Portfolios, (vii) the provision of
monitoring reports and assistance regarding the Portfolios' compliance with
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 regarding the
Portfolios 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 on behalf of the Portfolios, the
establishment of the rate of expense accruals and the arrangement of the payment
of all fixed and management expenses of the Portfolios, 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 required to be paid on behalf or the Portfolios prior to
the Trust's or either 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
expenses but excluding interest, taxes, brokerage commissions and other
portfolio transaction expenses, capital expenditures and extraordinary expenses)
("Expenses") of the Growth & Income II and Bond II Portfolios such that after
such reimbursement the aggregate Expenses of each such Portfolio shall be equal
on an annual basis to the following percentages of the average daily net assets
of that Portfolio for the Portfolio's then-current fiscal year: Growth & Income
II Portfolio, 0.85% and Bond Portfolio II, 0.75%.
Touchstone's obligations in this Section 4 may be terminated,
with respect to either 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, each Portfolio shall pay to Touchstone a sponsor fee from the assets
of that Portfolio equal on an annual basis to 0.20%
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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 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 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
amended except by an instrument in writing signed by both parties.
This agreement may be terminated, with respect to either or both of
the 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
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preceding sentence Touchstone's obligations hereunder shall terminate
as to each such Portfolio as of the effective date of its termination
as investment advisor.
(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
person signing on behalf of the Trust 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 such person or upon any of
the Trust's Trustees, officers or shareholders individually, but bind only the
Trust estate.
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SELECT ADVISORS PORTFOLIOS
By: /s/ XXXXXX X. XXXXXXX, XX.
---------------------------------
Xxxxxx X. Xxxxxxx, Xx.
President
TOUCHSTONE ADVISORS, INC.
By: /s/ XXXX X. XXXXXXXX
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Xxxx X. XxXxxxxx
Vice President
Attest:
By:/s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxxxxx
Secretary
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